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Name | Symbol | Market | Type |
---|---|---|---|
Sea Limited | NYSE:SE | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.62 | -2.51% | 62.90 | 64.00 | 62.54 | 64.00 | 5,130,299 | 01:00:00 |
Title of each class of securities to be registered
|
| |
Maximum aggregate
offering price(1)(2)
|
| |
Amount of
registration fee(2)(4)
|
0.25% Convertible Senior Notes due 2026
|
| |
$2,875,000,000
|
| |
$313,662.50
|
Class A ordinary shares, par value $0.0005 per share
|
| |
—(3)
|
| |
—
|
(1)
|
Includes 0.25% Convertible Senior Notes due 2026 (“notes”) that may be purchased by the underwriters pursuant to their option to purchase additional notes to cover over-allotments, if any.
|
(2)
|
Calculated in accordance with Rule 457(o) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”).
|
(3)
|
Includes an indeterminate number of Class A ordinary shares represented by ADSs issuable upon conversion of the notes and, pursuant to Rule 416 under the Securities Act, that may be issued in connection with stock splits, stock dividends or similar transactions.
|
(4)
|
Pursuant to Rule 457(i) under the Securities Act, there is no additional registration fee with respect to the Class A ordinary shares represented by ADSs issuable upon conversion of the notes because no additional consideration will be received in connection with the exercise of the conversion privilege.
|
|
| |
Per Note
|
| |
Total
|
Price to public(1)
|
| |
US$1,000
|
| |
US$2,500,000,000
|
Underwriting discounts and commissions
|
| |
US$10
|
| |
US$25,000,000
|
Proceeds, before expenses, to us
|
| |
US$990
|
| |
US$2,475,000,000
|
(1)
|
Plus accrued interest, if any, from September 14, 2021.
|
Goldman Sachs (Asia) L.L.C.
|
| |
J.P. Morgan
|
| |
BofA Securities
|
| | ||
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| | ||
| | ||
| | ||
| | ||
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| | ||
| | ||
| | ||
| | ||
| | ||
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•
|
“2023 convertible notes” refers to our 2.25% convertible senior notes due 2023, which were issued in June 2018;
|
•
|
“2024 convertible notes” refers to our 1.00% convertible senior notes due 2024, which were issued in November 2019;
|
•
|
“2025 convertible notes” refers to our 2.375% convertible senior notes due 2025, which were issued in May 2020;
|
•
|
“ADSs” refers to the American Depositary Shares, each of which represents one of our Class A ordinary shares, par value US$0.0005 per share;
|
•
|
“bookings” refers to GAAP revenue for the digital entertainment segment plus change in digital entertainment deferred revenue;
|
•
|
“Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.0005 per share;
|
•
|
“Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.0005 per share;
|
•
|
“gross merchandise value” or “GMV” refers to the value of orders of products and services on our Shopee marketplace. Our calculation of GMV for our e-commerce platform includes shipping and other charges;
|
•
|
“orders” refers to each confirmed order from a transaction between a buyer and a seller for products and services on our e-commerce platform, even if such order includes multiple items, during the specified period, regardless of whether the transaction is settled or if the item is returned;
|
•
|
“our Form 20-F” refers to our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 16, 2021;
|
•
|
“our region” comprises the seven distinct markets of Indonesia, Taiwan, Vietnam, Thailand, the Philippines, Malaysia and Singapore;
|
•
|
“shares” or “ordinary shares” refer to our Class A ordinary shares, par value US$0.0005 per share, and our Class B ordinary shares, par value US$0.0005 per share; and
|
•
|
“we,” “us,” “the company,” “our group,” “our” or “Sea” refers to Sea Limited, a Cayman Islands exempted company, its consolidated subsidiaries and its consolidated affiliated entities.
|
•
|
our goals and strategies;
|
•
|
our future business development, financial condition, financial results, and results of operations;
|
•
|
the expected growth in, and market size of, the digital entertainment, e-commerce and digital financial services industries in the markets where we operate, including segments within those industries;
|
•
|
expected changes in our revenue, costs or expenditures;
|
•
|
our ability to continue to source, develop and offer new and attractive online games and to offer other engaging digital entertainment content;
|
•
|
the expected growth of our digital entertainment, e-commerce and digital financial services businesses;
|
•
|
our expectations regarding growth in our user base, level of engagement and monetization;
|
•
|
our ability to continue to develop new technologies and/or upgrade our existing technologies;
|
•
|
our expectation regarding the use of proceeds from our financing activities, including this offering and the concurrent ADS Offering;
|
•
|
growth and trends of our markets and competition in our industries;
|
•
|
government policies and regulations relating to our industries;
|
•
|
general economic and business conditions in our markets; and
|
•
|
the impact of widespread health developments, including the COVID-19 pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shutdowns and other restrictions on travel and commercial, social and other activities, and the availability of effective vaccines or treatments) which could, among other things, impact the business and manufacturing activities of our ecosystem participants, disrupt the global supply chain including those of our sellers on our platforms and merchant partners, and negatively affect consumer discretionary spending.
|
•
|
during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the ADSs for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under “Description of the Notes—Conversion
|
•
|
if we call such notes for an optional redemption, a cleanup redemption or a tax redemption, at any time prior to the close of business on the second business day immediately preceding the related redemption date; or
|
•
|
upon the occurrence of specified corporate events described under “Description of the Notes—Conversion Rights—Conversion upon Specified Corporate Events.”
|
•
|
senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes;
|
•
|
equal in right of payment to any of our indebtedness that is not so subordinated, including our outstanding 2025 convertible notes, our outstanding 2024 convertible notes and our outstanding 2023 convertible notes (the “existing notes”);
|
•
|
effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and
|
•
|
structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries and consolidated affiliated entities.
|
|
| |
For the Year Ended
December 31,
|
| |
For the Six Months Ended
June 30,
|
|||||||||
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
|
| |
(US$ in thousands, except for number of shares and per share data)
|
||||||||||||
Summary Consolidated Statements of Operations Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Service revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Digital entertainment
|
| |
462,464
|
| |
1,136,017
|
| |
2,015,972
|
| |
753,629
|
| |
1,805,602
|
E-commerce and other services
|
| |
270,049
|
| |
822,659
|
| |
1,777,330
|
| |
631,264
|
| |
1,772,040
|
Sales of goods
|
| |
94,455
|
| |
216,702
|
| |
582,362
|
| |
212,061
|
| |
466,550
|
Total revenue
|
| |
826,968
|
| |
2,175,378
|
| |
4,375,664
|
| |
1,596,954
|
| |
4,044,192
|
Cost of revenue:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of service
|
| |
|
| |
|
| |
|
| |
|
| |
|
Digital entertainment
|
| |
(267,359)
|
| |
(435,905)
|
| |
(702,329)
|
| |
(299,231)
|
| |
(540,936)
|
E-commerce and other services
|
| |
(446,281)
|
| |
(907,518)
|
| |
(1,743,773)
|
| |
(673,815)
|
| |
(1,491,286)
|
Cost of goods sold
|
| |
(98,570)
|
| |
(227,035)
|
| |
(580,657)
|
| |
(216,282)
|
| |
(435,667)
|
Total cost of revenue
|
| |
(812,210)
|
| |
(1,570,458)
|
| |
(3,026,759)
|
| |
(1,189,328)
|
| |
(2,467,889)
|
Gross profit
|
| |
14,758
|
| |
604,920
|
| |
1,348,905
|
| |
407,626
|
| |
1,576,303
|
Operating income (expenses):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other operating income
|
| |
9,799
|
| |
15,890
|
| |
189,645
|
| |
57,925
|
| |
147,095
|
Sales and marketing expenses
|
| |
(705,015)
|
| |
(969,543)
|
| |
(1,830,875)
|
| |
(694,665)
|
| |
(1,600,284)
|
General and administrative expenses
|
| |
(240,781)
|
| |
(385,865)
|
| |
(657,215)
|
| |
(271,480)
|
| |
(491,850)
|
Research and development expenses
|
| |
(67,529)
|
| |
(156,634)
|
| |
(353,785)
|
| |
(139,933)
|
| |
(313,693)
|
Total operating expenses
|
| |
(1,003,526)
|
| |
(1,496,152)
|
| |
(2,652,230)
|
| |
(1,048,153)
|
| |
(2,258,732)
|
Operating loss
|
| |
(988,768)
|
| |
(891,232)
|
| |
(1,303,325)
|
| |
(640,527)
|
| |
(682,429)
|
Interest income
|
| |
11,520
|
| |
33,935
|
| |
24,804
|
| |
15,206
|
| |
14,969
|
|
| |
For the Year Ended
December 31,
|
| |
For the Six Months Ended
June 30,
|
|||||||||
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
|
| |
(US$ in thousands, except for number of shares and per share data)
|
||||||||||||
Interest expense
|
| |
(31,295)
|
| |
(48,208)
|
| |
(148,243)
|
| |
(67,927)
|
| |
(49,606)
|
Investment gain (loss), net
|
| |
8,603
|
| |
11,794
|
| |
(17,820)
|
| |
58,968
|
| |
(19,770)
|
Changes in fair value of convertible notes
|
| |
41,259
|
| |
(472,877)
|
| |
(87)
|
| |
(87)
|
| |
—
|
Foreign exchange gain (loss)
|
| |
4,801
|
| |
(2,031)
|
| |
(38,567)
|
| |
12,687
|
| |
6,094
|
Loss before income tax and share of results of equity investees
|
| |
(953,880)
|
| |
(1,368,619)
|
| |
(1,483,238)
|
| |
(621,680)
|
| |
(730,742)
|
Income tax expense
|
| |
(4,088)
|
| |
(85,864)
|
| |
(141,640)
|
| |
(51,058)
|
| |
(126,216)
|
Share of results of equity investees
|
| |
(3,066)
|
| |
(3,239)
|
| |
721
|
| |
(1,588)
|
| |
1,198
|
Net loss
|
| |
(961,034)
|
| |
(1,457,722)
|
| |
(1,624,157)
|
| |
(674,326)
|
| |
(855,760)
|
Net (profit) loss attributable to the non-controlling interests
|
| |
(207)
|
| |
(5,077)
|
| |
6,101
|
| |
(148)
|
| |
(372)
|
Net loss attributable to Sea Limited’s ordinary shareholders
|
| |
(961,241)
|
| |
(1,462,799)
|
| |
(1,618,056)
|
| |
(674,474)
|
| |
(856,132)
|
Loss per share:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic and diluted
|
| |
(2.84)
|
| |
(3.35)
|
| |
(3.39)
|
| |
(1.45)
|
| |
(1.65)
|
Weighted average shares used in loss per share computation:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic and diluted
|
| |
338,472,987
|
| |
436,601,801
|
| |
477,264,888
|
| |
464,344,956
|
| |
519,037,660
|
|
| |
As of December 31,
|
| |
As of June 30,
|
|||
|
| |
2019
|
| |
2020
|
| |
2021
|
|
| |
(US$ in thousands)
|
||||||
Selected Consolidated Balance Sheet Data:
|
| |
|
| |
|
| |
|
Total current assets
|
| |
4,410,139
|
| |
8,939,004
|
| |
9,397,098
|
Cash and cash equivalents
|
| |
3,118,988
|
| |
6,166,880
|
| |
4,645,383
|
Restricted cash
|
| |
434,938
|
| |
859,192
|
| |
1,328,060
|
Prepaid expenses and other assets
|
| |
535,187
|
| |
1,054,229
|
| |
1,202,889
|
Loans receivable, net of allowance for credit losses
|
| |
—
|
| |
285,937
|
| |
762,485
|
Short-term investments
|
| |
102,324
|
| |
126,099
|
| |
962,141
|
Total non-current assets
|
| |
814,030
|
| |
1,516,667
|
| |
2,125,949
|
Property and equipment, net
|
| |
318,620
|
| |
386,401
|
| |
442,122
|
Operating lease right-of-use assets, net
|
| |
182,965
|
| |
234,555
|
| |
388,073
|
Long-term investments
|
| |
113,797
|
| |
190,482
|
| |
286,372
|
Prepaid expenses and other assets
|
| |
65,684
|
| |
204,804
|
| |
301,104
|
Deferred tax assets
|
| |
70,340
|
| |
99,904
|
| |
114,862
|
Goodwill
|
| |
30,952
|
| |
216,278
|
| |
476,334
|
Total assets
|
| |
5,224,169
|
| |
10,455,671
|
| |
11,523,047
|
Total current liabilities
|
| |
2,362,366
|
| |
4,636,067
|
| |
5,883,597
|
Accrued expenses and other payables
|
| |
980,805
|
| |
2,033,461
|
| |
2,670,816
|
Advances from customers
|
| |
65,062
|
| |
161,379
|
| |
206,383
|
Deferred revenue
|
| |
1,097,868
|
| |
2,150,165
|
| |
2,538,838
|
Total non-current liabilities
|
| |
1,689,151
|
| |
2,399,365
|
| |
2,040,525
|
Deferred revenue
|
| |
160,708
|
| |
343,297
|
| |
396,138
|
Convertible notes
|
| |
1,356,332
|
| |
1,840,406
|
| |
1,282,496
|
Total liabilities
|
| |
4,051,517
|
| |
7,035,432
|
| |
7,924,122
|
Total Sea Limited shareholders’ equity
|
| |
1,162,424
|
| |
3,382,912
|
| |
3,560,167
|
Total shareholders’ equity
|
| |
1,172,652
|
| |
3,420,239
|
| |
3,598,925
|
Total liabilities and shareholders’ equity
|
| |
5,224,169
|
| |
10,455,671
|
| |
11,523,047
|
|
| |
For the Three Months Ended
|
| |
For the Year Ended
|
||||||||||||||||||||||||||||||
|
| |
June
30,
2019
|
| |
September
30,
2019
|
| |
December
31,
2019
|
| |
March
31,
2020
|
| |
June
30,
2020
|
| |
September
30,
2020
|
| |
December
31,
2020
|
| |
March
31,
2021
|
| |
June
30,
2021
|
| |
December
31,
2018
|
| |
December
31,
2019
|
| |
December
31,
2020
|
|
| |
(US$ in thousands)
|
|||||||||||||||||||||||||||||||||
Revenue:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Service revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Digital entertainment
|
| |
229,478
|
| |
329,058
|
| |
404,082
|
| |
369,683
|
| |
383,946
|
| |
568,981
|
| |
693,362
|
| |
781,335
|
| |
1,024,267
|
| |
462,464
|
| |
1,136,017
|
| |
2,015,972
|
E-commerce and other services(1)
|
| |
165,741
|
| |
229,740
|
| |
296,515
|
| |
266,545
|
| |
364,719
|
| |
489,500
|
| |
656,566
|
| |
772,382
|
| |
999,658
|
| |
270,049
|
| |
822,659
|
| |
1,777,330
|
Sales of goods(1)
|
| |
40,932
|
| |
51,339
|
| |
76,627
|
| |
78,692
|
| |
133,369
|
| |
153,679
|
| |
216,622
|
| |
209,927
|
| |
256,623
|
| |
94,455
|
| |
216,702
|
| |
582,362
|
Total revenue
|
| |
436,151
|
| |
610,137
|
| |
777,224
|
| |
714,920
|
| |
882,034
|
| |
1,212,160
|
| |
1,566,550
|
| |
1,763,644
|
| |
2,280,548
|
| |
826,968
|
| |
2,175,378
|
| |
4,375,664
|
Cost of revenue:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of service
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Digital entertainment
|
| |
(94,952)
|
| |
(117,194)
|
| |
(139,117)
|
| |
(142,692)
|
| |
(156,539)
|
| |
(194,738)
|
| |
(208,360)
|
| |
(248,240)
|
| |
(292,696)
|
| |
(267,359)
|
| |
(435,905)
|
| |
(702,329)
|
E-commerce and other services
|
| |
(198,431)
|
| |
(240,037)
|
| |
(294,685)
|
| |
(285,524)
|
| |
(388,291)
|
| |
(458,321)
|
| |
(611,637)
|
| |
(674,538)
|
| |
(816,748)
|
| |
(446,281)
|
| |
(907,518)
|
| |
(1,743,773)
|
Cost of goods sold
|
| |
(45,324)
|
| |
(49,738)
|
| |
(78,570)
|
| |
(79,904)
|
| |
(136,378)
|
| |
(151,534)
|
| |
(212,841)
|
| |
(195,457)
|
| |
(240,210)
|
| |
(98,570)
|
| |
(227,035)
|
| |
(580,657)
|
Total cost of revenue
|
| |
(338,707)
|
| |
(406,969)
|
| |
(512,372)
|
| |
(508,120)
|
| |
(681,208)
|
| |
(804,593)
|
| |
(1,032,838)
|
| |
(1,118,235)
|
| |
(1,349,654)
|
| |
(812,210)
|
| |
(1,570,458)
|
| |
(3,026,759)
|
Gross profit
|
| |
97,444
|
| |
203,168
|
| |
264,852
|
| |
206,800
|
| |
200,826
|
| |
407,567
|
| |
533,712
|
| |
645,409
|
| |
930,894
|
| |
14,758
|
| |
604,920
|
| |
1,348,905
|
Operating income (expenses):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other operating income
|
| |
2,437
|
| |
3,985
|
| |
6,015
|
| |
25,316
|
| |
32,609
|
| |
59,023
|
| |
72,697
|
| |
75,088
|
| |
72,007
|
| |
9,799
|
| |
15,890
|
| |
189,645
|
Sales and marketing expenses
|
| |
(198,074)
|
| |
(251,751)
|
| |
(341,740)
|
| |
(308,316)
|
| |
(386,349)
|
| |
(470,988)
|
| |
(665,222)
|
| |
(678,922)
|
| |
(921,362)
|
| |
(705,015)
|
| |
(969,543)
|
| |
(1,830,875)
|
General and administrative expenses
|
| |
(101,267)
|
| |
(99,265)
|
| |
(109,705)
|
| |
(126,933)
|
| |
(144,547)
|
| |
(196,730)
|
| |
(189,005)
|
| |
(248,858)
|
| |
(242,992)
|
| |
(240,781)
|
| |
(385,865)
|
| |
(657,215)
|
Research and development expenses
|
| |
(35,059)
|
| |
(43,599)
|
| |
(49,467)
|
| |
(64,586)
|
| |
(75,347)
|
| |
(104,345)
|
| |
(109,507)
|
| |
(141,130)
|
| |
(172,563)
|
| |
(67,529)
|
| |
(156,634)
|
| |
(353,785)
|
Total operating expenses
|
| |
(331,963)
|
| |
(390,630)
|
| |
(494,897)
|
| |
(474,519)
|
| |
(573,634)
|
| |
(713,040)
|
| |
(891,037)
|
| |
(993,822)
|
| |
(1,264,910)
|
| |
(1,003,526)
|
| |
(1,496,152)
|
| |
(2,652,230)
|
Operating loss
|
| |
(234,519)
|
| |
(187,462)
|
| |
(230,045)
|
| |
(267,719)
|
| |
(372,808)
|
| |
(305,473)
|
| |
(357,325)
|
| |
(348,413)
|
| |
(334,016)
|
| |
(988,768)
|
| |
(891,232)
|
| |
(1,303,325)
|
Interest income
|
| |
10,800
|
| |
9,727
|
| |
9,396
|
| |
9,291
|
| |
5,915
|
| |
5,323
|
| |
4,275
|
| |
7,518
|
| |
7,451
|
| |
11,520
|
| |
33,935
|
| |
24,804
|
Interest expense
|
| |
(10,182)
|
| |
(10,793)
|
| |
(17,167)
|
| |
(24,609)
|
| |
(43,318)
|
| |
(45,427)
|
| |
(34,889)
|
| |
(26,939)
|
| |
(22,667)
|
| |
(31,295)
|
| |
(48,208)
|
| |
(148,243)
|
Investment gain (loss), net
|
| |
866
|
| |
1,904
|
| |
6,977
|
| |
5,111
|
| |
53,857
|
| |
(13,715)
|
| |
(63,073)
|
| |
(9,462)
|
| |
(10,308)
|
| |
8,603
|
| |
11,794
|
| |
(17,820)
|
Changes in fair value of convertible notes
|
| |
(31,756)
|
| |
1,774
|
| |
(6,775)
|
| |
(87)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
41,259
|
| |
(472,877)
|
| |
(87)
|
Foreign exchange gain (loss)
|
| |
1,062
|
| |
7,174
|
| |
(7,614)
|
| |
21,529
|
| |
(8,842)
|
| |
(20,482)
|
| |
(30,772)
|
| |
5,631
|
| |
463
|
| |
4,801
|
| |
(2,031)
|
| |
(38,567)
|
Loss before income tax and share of results of equity investees
|
| |
(263,729)
|
| |
(177,676)
|
| |
(245,228)
|
| |
(256,484)
|
| |
(365,196)
|
| |
(379,774)
|
| |
(481,784)
|
| |
(371,665)
|
| |
(359,077)
|
| |
(953,880)
|
| |
(1,368,619)
|
| |
(1,483,238)
|
Income tax expense
|
| |
(15,278)
|
| |
(27,370)
|
| |
(36,011)
|
| |
(23,237)
|
| |
(27,821)
|
| |
(46,416)
|
| |
(44,166)
|
| |
(51,025)
|
| |
(75,191)
|
| |
(4,088)
|
| |
(85,864)
|
| |
(141,640)
|
Share of results of equity investees
|
| |
(1,089)
|
| |
(1,051)
|
| |
(681)
|
| |
(1,070)
|
| |
(518)
|
| |
928
|
| |
1,381
|
| |
599
|
| |
599
|
| |
(3,066)
|
| |
(3,239)
|
| |
721
|
Net loss
|
| |
(280,096)
|
| |
(206,097)
|
| |
(281,920)
|
| |
(280,791)
|
| |
(393,535)
|
| |
(425,262)
|
| |
(524,569)
|
| |
(422,091)
|
| |
(433,669)
|
| |
(961,034)
|
| |
(1,457,722)
|
| |
(1,624,157)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Note:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1) E-commerce GAAP Revenue*
|
| |
162,615
|
| |
226,396
|
| |
302,590
|
| |
263,195
|
| |
443,035
|
| |
618,704
|
| |
842,215
|
| |
922,294
|
| |
1,155,193
|
| |
269,578
|
| |
834,295
|
| |
2,167,149
|
*
|
E-commerce GAAP Revenue consists of GAAP marketplace revenue (which mainly consists of transaction-based fees and advertising income and revenue generated from other value-added services) and GAAP product revenue (which mainly consists of revenue generated from direct sales).
|
|
| |
For the Three Months Ended
|
|||||||||||||||
|
| |
March
31,
2020
|
| |
June
30,
2020
|
| |
September
30,
2020
|
| |
December
31,
2020
|
| |
March
31,
2021
|
| |
June
30,
2021
|
Digital Entertainment
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Bookings (US$ in billions)
|
| |
0.5
|
| |
0.7
|
| |
0.9
|
| |
1.0
|
| |
1.1
|
| |
1.2
|
Game QAUs (in millions)
|
| |
402.1
|
| |
499.8
|
| |
572.4
|
| |
610.6
|
| |
648.8
|
| |
725.2
|
Game QPUs (in millions)
|
| |
35.7
|
| |
49.9
|
| |
65.3
|
| |
73.1
|
| |
79.8
|
| |
92.2
|
E-commerce
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
GMV (US$ in billions)
|
| |
6.2
|
| |
8.0
|
| |
9.3
|
| |
11.9
|
| |
12.6
|
| |
15.0
|
Orders (in billions)
|
| |
0.4
|
| |
0.6
|
| |
0.7
|
| |
1.0
|
| |
1.1
|
| |
1.4
|
Digital Financial Services
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mobile wallet total payment volume (US$ in billions)
|
| |
1.1
|
| |
1.6
|
| |
2.2
|
| |
2.9
|
| |
3.4
|
| |
4.1
|
Mobile wallet QPUs (in millions)
|
| |
10.5
|
| |
15.6
|
| |
17.9
|
| |
23.2
|
| |
26.1
|
| |
32.7
|
•
|
on an actual basis;
|
•
|
on an as adjusted basis to give effect to the issuance and sale of notes (assuming the underwriters do not exercise their over-allotment option to purchase additional notes, and after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us, and after giving effect to the reimbursement by the underwriters to us of certain of our expenses in connection to this offering); and
|
•
|
on a pro forma as adjusted basis to give effect to (i) the concurrent issuance and sale of ADSs from the ADS Offering (assuming the underwriters do not exercise their option to purchase additional 1,650,000 ADSs, and after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us, and after giving effect to the reimbursement by the underwriters to us of certain of our expenses in connection to the ADS Offering), and (ii) the issuance and sale of notes from this offering (assuming the underwriters do not exercise their option to purchase additional notes, and after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us, and after giving effect to the reimbursement by the underwriters to us of certain of our expenses in connection to this offering).
|
|
| |
As of June 30, 2021
|
||||||
|
| |
Actual
|
| |
As Adjusted
|
| |
Pro Forma as
Adjusted
|
|
| |
(unaudited)
(US$ in thousands, except for share and
per share data)
|
||||||
Convertible notes(1)
|
| |
1,282,496
|
| |
1,282,496
|
| |
1,282,496
|
Notes offered hereby (net of issuance cost)
|
| |
—
|
| |
2,475,000
|
| |
2,475,000
|
Shareholders’ equity(1)(2):
|
| |
|
| |
|
| |
|
Class A ordinary shares (Par value of US$0.0005 per share; Authorized: 14,800,000,000 shares; Issued and outstanding: 382,489,822 shares; Issued and outstanding on a pro forma as adjusted basis: 398,329,057 shares)
|
| |
190
|
| |
190
|
| |
196
|
Class B ordinary shares (Par value of US$0.0005 per share; Authorized: 200,000,000 shares; Issued and outstanding: 152,175,703 shares; Issued and outstanding on a pro forma as adjusted basis: 152,175,703 shares)
|
| |
76
|
| |
76
|
| |
76
|
Additional paid-in capital
|
| |
9,587,617
|
| |
9,587,617
|
| |
13,041,886
|
Accumulated other comprehensive loss
|
| |
(22,989)
|
| |
(22,989)
|
| |
(22,989)
|
Statutory reserves
|
| |
1,766
|
| |
1,766
|
| |
1,766
|
Accumulated deficit
|
| |
(6,006,493)
|
| |
(6,006,493)
|
| |
(6,006,493)
|
Total Sea Limited shareholders’ equity
|
| |
3,560,167
|
| |
3,560,167
|
| |
7,014,442
|
Non-controlling interests
|
| |
38,758
|
| |
38,758
|
| |
38,758
|
Total shareholders’ equity
|
| |
3,598,925
|
| |
3,598,925
|
| |
7,053,200
|
Total capitalization
|
| |
4,881,421
|
| |
7,356,421
|
| |
10,810,696
|
(1)
|
Convertible notes refer to the 2023 convertible notes, the 2024 convertible notes and the 2025 convertible notes. The figures in the above table do not reflect conversions of a portion of the convertible notes after June 30, 2021. Subsequent to June 30, 2021, certain holders converted a total principal amount of US$181,252,000 of our convertible notes. These conversions were settled with ADSs and cash in lieu for fractional shares.
|
(2)
|
The figures in the above table do not reflect (i) Class A ordinary shares issued upon exercise or vesting of share incentive awards under the 2009 Share Incentive Plan after June 30, 2021; and (ii) the effect of shareholding changes in certain subsidiaries or consolidated affiliated entities after June 30, 2021.
|
•
|
be our general unsecured, senior obligations;
|
•
|
initially be limited to an aggregate principal amount of US$2,500,000,000 (or US$2,875,000,000 if the underwriters exercise their over-allotment option);
|
•
|
bear cash interest from, and including, September 14, 2021 at an annual rate of 0.25% payable on March 15 and September 15 of each year, beginning on March 15, 2022;
|
•
|
be subject to redemption at our option, in whole or in part, on or after September 15, 2024, if the last reported sale price of the ADSs has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date;
|
•
|
be subject to redemption at our option, in whole but not in part, at any time if less than US$250 million aggregate principal amount of notes remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date;
|
•
|
be subject to redemption at our option upon the occurrence of certain tax-related events as described under “—Tax Redemption” at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but not including, the redemption date and any additional amounts with respect to such redemption date;
|
•
|
be subject to repurchase by us at the option of the holders of the notes following a fundamental change (as defined below under “-Conversion Rights-Repurchase upon Fundamental Change”), at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant fundamental change repurchase date;
|
•
|
mature on September 15, 2026, unless earlier converted, redeemed or repurchased;
|
•
|
be issued in minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof; and
|
•
|
be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form. See “-Book-Entry, Settlement and Clearance.”
|
(1)
|
for or on account of:
|
(a)
|
any tax, duty, assessment or other governmental charge that would not have been imposed but for:
|
(i)
|
the existence of any present or former connection between the holder or beneficial owner of such note and the relevant jurisdiction, other than merely holding such note or the receipt of payments thereunder, including such holder or beneficial owner being or having been a national, domiciliary or resident of such relevant taxing jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;
|
(ii)
|
the presentation of such note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the redemption price and the fundamental change repurchase price, if applicable) and interest on such note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion of such note became due and payable pursuant to the terms thereof or was made or duly provided for;
|
(iii)
|
the failure of the holder or beneficial owner to comply with a timely request from us or any successor, addressed to the holder, to provide certification, information, documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the relevant jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the relevant jurisdiction in order to reduce or eliminate any withholding or deduction as to which additional amounts would have otherwise been payable; or
|
(iv)
|
the presentation of such note (in cases in which presentation is required) for payment in the relevant jurisdiction, unless such note could not have been presented for payment elsewhere;
|
(b)
|
any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;
|
(c)
|
any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the notes;
|
(d)
|
any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or
|
(e)
|
any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (a), (b), (c) or (d),
|
(2)
|
with respect to any payment of the principal of (including the redemption price and the fundamental change repurchase price, if applicable) and interest on such note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion of such note to a holder, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the relevant jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such additional amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof.
|
•
|
any change or amendment on or after the date of this prospectus supplement (or, in the case of a jurisdiction that becomes a relevant taxing jurisdiction after such date, after such later date) in the laws or any rules or regulations of a relevant taxing jurisdiction; or
|
•
|
any change on or after the date of this prospectus supplement (or, in the case of a jurisdiction that becomes a relevant taxing jurisdiction after such date, after such later date) in an interpretation, administration or application of such laws, rules or regulations by any legislative
|
•
|
we cannot avoid these obligations by taking commercially reasonable measures available to us (provided that changing the jurisdiction of incorporation of our company shall be deemed not to be a commercially reasonable measure); and
|
•
|
we deliver to the trustee an opinion of outside legal counsel of recognized standing in the relevant taxing jurisdiction and an officers’ certificate attesting to such change in tax law and obligation to pay additional amounts.
|
•
|
the principal amount of the note; and
|
•
|
accrued and unpaid interest, if any, to, but not including, the relevant conversion date.
|
•
|
for conversions following the regular record date immediately preceding the maturity date;
|
•
|
if we have specified a redemption date that is after a regular record date and on or prior to the second business day immediately succeeding the corresponding interest payment date (or, if such interest payment date is not a business day, the third business day immediately succeeding such interest payment date);
|
•
|
if we have specified a fundamental change repurchase date that is after a regular record date and on or prior to the business day immediately succeeding the corresponding interest payment date (or, if such interest payment date is not a business day, the second business day immediately succeeding such interest payment date); or
|
•
|
to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such note.
|
•
|
issue to all or substantially all holders of our Class A ordinary shares (directly or in the form of ADSs) any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Class A ordinary shares (directly or in the form of ADSs) at a price per share that is less than the average of the last reported sale prices of the ADSs for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance; or
|
•
|
distribute to all or substantially all holders of our Class A ordinary shares (directly or in the form of ADSs) our assets, securities or rights to purchase our securities, which distribution has a per share value, as determined by our board of directors or a committee thereof, exceeding 10% of the last reported sale price of the ADSs on the trading day preceding the date of announcement for such distribution,
|
•
|
complete and manually sign the conversion notice on the back of the note, or a facsimile of the conversion notice;
|
•
|
deliver the duly completed conversion notice, which is irrevocable, and the note to the conversion agent;
|
•
|
if required, furnish appropriate endorsements and transfer documents; and
|
•
|
if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled.
|
•
|
if we elect physical settlement, we will deliver to the converting holder in respect of each US$1,000 principal amount of notes being converted a number of ADSs equal to the conversion rate in effect immediately after the close of business on the relevant conversion date;
|
•
|
if we elect cash settlement, we will pay to the converting holder in respect of each US$1,000 principal amount of notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 40 consecutive trading days during the related observation period; and
|
•
|
if we elect (or are deemed to have elected) combination settlement, we will pay or deliver, as the case may be, to the converting holder in respect of each US$1,000 principal amount of notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 40 consecutive trading days during the related observation period.
|
•
|
cash equal to the lesser of (i) the maximum cash amount per US$1,000 principal amount of notes to be received upon conversion as specified in the notice specifying our chosen settlement method (the “specified dollar amount”), if any, divided by 40 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and
|
•
|
if the daily conversion value exceeds the daily measurement value, a number of ADSs equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
|
•
|
subject to the immediately succeeding bullet, if the relevant conversion date occurs prior to June 15, 2026, the 40 consecutive trading day period beginning on, and including, the second trading day immediately succeeding such conversion date;
|
•
|
if the relevant conversion date occurs on or after the date of our issuance of a notice of redemption with respect to the notes as described under “-Optional Redemption,” “-Cleanup Redemption” or “-Tax Redemption” and prior to the close of business on the second business day immediately preceding the related redemption date, the 40 consecutive trading days beginning on, and including, the 42nd scheduled trading day immediately preceding such redemption date; and
|
•
|
subject to the immediately preceding bullet, if the relevant conversion date occurs on or after June 15, 2026, the 40 consecutive trading days beginning on, and including, the 42nd scheduled trading day immediately preceding the maturity date.
|
(1)
|
If we exclusively issue Class A ordinary shares as a dividend or distribution on the Class A ordinary shares, or if we effect a share split or share combination, the conversion rate will be adjusted based on the following formula:
|
CR0 =
|
the conversion rate in effect immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
|
CR1 =
|
the conversion rate in effect immediately after the open of business on such ex-dividend date or effective date, as applicable;
|
OS0 =
|
the number of Class A ordinary shares issued and outstanding immediately prior to the open of business on such ex-dividend date or effective date, as applicable (before giving effect to any such dividend, distribution, split or combination); and
|
OS1 =
|
the number of Class A ordinary shares issued and outstanding immediately after giving effect to such dividend, distribution, share split or share combination.
|
(2)
|
If we issue to all or substantially all holders of the Class A ordinary shares (directly or in the form of ADSs) any rights (other than in connection with a stockholders rights plan), options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Class A ordinary shares (directly or in the form of ADSs) at a price per Class A ordinary share that is less than the average of the last reported sale prices of the Class A ordinary shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Class A ordinary shares then represented by one ADS), for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance, the conversion rate will be increased based on the following formula:
|
CR0 =
|
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for the ADSs for such issuance;
|
CR1 =
|
the conversion rate in effect immediately after the open of business on such ex-dividend date;
|
OS0 =
|
the number of Class A ordinary shares issued and outstanding immediately prior to the open of business on such ex-dividend date;
|
X =
|
the total number of Class A ordinary shares (directly or in the form of ADSs) deliverable pursuant to such rights, options or warrants; and
|
Y =
|
the number of Class A ordinary shares equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the quotient of (a) the average of the last reported sale prices of the ADSs over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by (b) the number of Class A ordinary shares then represented by one ADS.
|
(3)
|
If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities, to all or substantially all holders of the Class A ordinary shares (directly or in the form of ADSs), excluding:
|
•
|
dividends, distributions or issuances as to which an adjustment was effected pursuant to clause (1) or (2) above;
|
•
|
dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to clause (4) below; and
|
•
|
spin-offs as to which the provisions set forth below in this clause (3) shall apply; then the conversion rate will be increased based on the following formula:
|
CR0 =
|
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such distribution;
|
CR1 =
|
the conversion rate in effect immediately after the open of business on such ex-dividend date;
|
SP0 =
|
the average of the last reported sale prices of the ADSs (divided by the number of Class A ordinary shares then represented by one ADS) over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the ex-dividend date for such distribution; and
|
FMV =
|
the fair market value (as determined by our board of directors or a committee thereof) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding Class A ordinary share (directly or in the form of ADSs) on the ex-dividend date for the ADSs for such distribution.
|
CR0 =
|
the conversion rate in effect immediately prior to the end of the valuation period (as defined below);
|
CR1 =
|
the conversion rate in effect immediately after the end of the valuation period;
|
FMV0 =
|
the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of the Class A ordinary shares (directly or in the form of ADSs) applicable to one Class A ordinary share (determined by reference to the definition of last reported sale price set forth under “—Conversion upon Satisfaction of Sale Price Condition” as if references therein to the ADSs were to such capital stock or similar equity interest) over the first 10 consecutive trading day period after, and including, the ex-dividend date of the spin-off (the “valuation period”); and
|
MP0 =
|
the average of the last reported sale prices of the ADSs (divided by the number of Class A ordinary shares then represented by one ADS) over the valuation period.
|
(4)
|
If any cash dividend or distribution is made to all or substantially all holders of the Class A ordinary shares (directly or in the form of ADSs), the conversion rate will be adjusted based on the following formula:
|
CR0 =
|
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for the ADSs for such dividend or distribution;
|
CR1 =
|
the conversion rate in effect immediately after the open of business on such ex-dividend date;
|
SP0 =
|
the last reported sale price of the ADSs (divided by the number of Class A ordinary shares then represented by one ADS) on the trading day immediately preceding the ex-dividend date for such dividend or distribution; and
|
C =
|
the amount in cash per Class A ordinary share we distribute to all or substantially all holders of the Class A ordinary shares (directly or in the form of ADSs).
|
(5)
|
If we or any of our subsidiaries or consolidated affiliated entities make a payment in respect of a tender or exchange offer for the Class A ordinary shares (directly or in the form of ADSs), to the extent that the cash and value of any other consideration included in the payment per Class A ordinary share exceeds the average of the last reported sale prices of the ADSs (divided by the number of Class A ordinary shares then represented by one ADS) over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the date such tender or exchange offer expires, the conversion rate will be increased based on the following formula:
|
CR0 =
|
the conversion rate in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
|
CR1 =
|
the conversion rate in effect immediately after the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
|
AC=
|
the aggregate value of all cash and any other consideration (as determined by our board of directors or a committee thereof) paid or payable for Class A ordinary shares or ADSs, as the case may be, purchased in such tender or exchange offer;
|
OS0 =
|
the number of Class A ordinary shares issued and outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Class A ordinary shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer);
|
OS1 =
|
the number of Class A ordinary shares issued and outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Class A ordinary shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer); and
|
SP1 =
|
the average of the last reported sale prices of the ADSs (divided by the number of Class A ordinary shares then represented by one ADS) over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the date such tender or exchange offer expires.
|
•
|
upon the issuance of any Class A ordinary shares or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in Class A ordinary shares or ADSs under any plan;
|
•
|
upon the issuance of any Class A ordinary shares or ADSs or options or rights to purchase those Class A ordinary shares or ADSs pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries and our consolidated affiliated entities;
|
•
|
upon the repurchase of any Class A ordinary shares or ADSs pursuant to an open-market share repurchase program or other buyback transaction that is not a tender offer or exchange offer of the nature described in clause (5) above;
|
•
|
upon the issuance of any Class A ordinary shares or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the notes were first issued (other than any rights under a rights plan);
|
•
|
solely for a change in the par value of the Class A ordinary shares; or
|
•
|
for accrued and unpaid interest, if any.
|
•
|
any recapitalization, reclassification or change of the ADSs or the Class A ordinary shares (other than changes resulting from a subdivision or combination);
|
•
|
any consolidation, merger, combination or similar transaction involving us;
|
•
|
any sale, lease or other transfer to a third party of the consolidated assets of ours and our subsidiaries and consolidated affiliated entities substantially as an entirety; or
|
•
|
any statutory share exchange,
|
|
| |
ADS price
|
|||||||||||||||||||||||||||||||||
Effective Date
|
| |
US$318
|
| |
US$350
|
| |
US$400
|
| |
US$477
|
| |
US$500
|
| |
US$600
|
| |
US$700
|
| |
US$800
|
| |
US$1,000
|
| |
US$1,250
|
| |
US$1,500
|
| |
US$2,000
|
September 14, 2021
|
| |
1.0482
|
| |
0.8725
|
| |
0.6661
|
| |
0.4539
|
| |
0.4073
|
| |
0.2610
|
| |
0.1730
|
| |
0.1175
|
| |
0.0568
|
| |
0.0236
|
| |
0.0094
|
| |
0.0004
|
September 15, 2022
|
| |
1.0482
|
| |
0.8514
|
| |
0.6367
|
| |
0.4196
|
| |
0.3726
|
| |
0.2282
|
| |
0.1445
|
| |
0.0937
|
| |
0.0410
|
| |
0.0147
|
| |
0.0047
|
| |
0.0000
|
September 15, 2023
|
| |
1.0482
|
| |
0.8257
|
| |
0.6001
|
| |
0.3771
|
| |
0.3300
|
| |
0.1891
|
| |
0.1117
|
| |
0.0674
|
| |
0.0253
|
| |
0.0070
|
| |
0.0013
|
| |
0.0000
|
September 15, 2024
|
| |
1.0482
|
| |
0.7980
|
| |
0.5555
|
| |
0.3232
|
| |
0.2759
|
| |
0.1411
|
| |
0.0740
|
| |
0.0395
|
| |
0.0112
|
| |
0.0017
|
| |
0.0000
|
| |
0.0000
|
September 15, 2025
|
| |
1.0482
|
| |
0.7643
|
| |
0.4909
|
| |
0.2418
|
| |
0.1950
|
| |
0.0764
|
| |
0.0304
|
| |
0.0122
|
| |
0.0015
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
September 15, 2026
|
| |
1.0482
|
| |
0.7607
|
| |
0.4036
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
| |
0.0000
|
•
|
If the ADS price is between two ADS prices in the table or the effective date is between two effective dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates, as applicable, based on a 365-day year.
|
•
|
If the ADS price is greater than US$2,000 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate.
|
•
|
If the ADS price is less than US$318 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate.
|
(1)
|
Except as described in clause (2) below, (A) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than us, our subsidiaries and consolidated affiliated entities, our and any such subsidiary’s and consolidated affiliated entity’s employee benefit plans and any permitted holder (as defined below), files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our ordinary share capital (including ordinary share capital held in the form of ADSs) representing more than 50% of the voting power of our ordinary share capital or (B) the permitted holders, individually or in the aggregate, file a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of our then outstanding Class A ordinary shares (including Class A ordinary shares held in the form of ADSs); provided, however, that for purposes of clause (B), in calculating the beneficial ownership percentage of the Class A ordinary shares held by any permitted holder, any Class A ordinary shares (including Class A ordinary shares held in the form of ADSs) (1) (i) beneficially owned directly or indirectly by any permitted holder on the date hereof (including any Class A ordinary shares issued or issuable under employee benefit plans, upon conversion of the Class B ordinary shares, the notes or our outstanding convertible notes) or (ii) issued or issuable by us to the permitted holders after the date hereof shall be excluded from both the numerator and denominator, and (2) deemed to be beneficially owned directly or indirectly by any permitted holder at any time solely because of voting proxy or agreements shall be excluded from the numerator;
|
(2)
|
the consummation of (A) any recapitalization, reclassification or change of the Class A ordinary shares or the ADSs (other than changes resulting from a subdivision or combination) as a result of which the Class A ordinary shares or the ADSs would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of us, or any similar transaction, pursuant to which the Class A ordinary shares or the ADSs will be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries and consolidated affiliated entities, taken as a whole, to any person other than one of our subsidiaries or consolidated affiliated entities; provided, however, that a transaction described in clause (B) in which the holders of all classes of our ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions vis-a-vis each other as such ownership immediately prior to such transaction shall not be a fundamental change pursuant to this clause (2);
|
(3)
|
our shareholders approve any plan or proposal for the liquidation or dissolution of us; or
|
(4)
|
the ADSs (or Class A ordinary shares or other common equity or ADSs in respect of reference property) cease to be listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) and none of the ADSs, Class A ordinary shares, other common equity and ADSs in respect of reference property is listed or quoted on one of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) within one trading day of such cessation.
|
•
|
the events causing a fundamental change;
|
•
|
the date of the fundamental change;
|
•
|
the last date on which a holder may exercise the repurchase right;
|
•
|
the fundamental change repurchase price;
|
•
|
the fundamental change repurchase date;
|
•
|
the name and address of the trustee;
|
•
|
if applicable, the conversion rate and any adjustments to the conversion rate;
|
•
|
that the notes with respect to which a fundamental change repurchase notice has been delivered by a holder may be converted only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the indenture; and
|
•
|
the procedures that holders must follow to require us to repurchase their notes.
|
•
|
if certificated, the certificate numbers of your notes to be delivered for repurchase or if not certificated, the notice must comply with applicable DTC procedures;
|
•
|
the portion of the principal amount of notes to be repurchased, which must be US$1,000 or an integral multiple thereof; and
|
•
|
that the notes are to be repurchased by us pursuant to the applicable provisions of the notes and the indenture.
|
•
|
the principal amount of the withdrawn notes;
|
•
|
if certificated notes have been issued, the certificate numbers of the withdrawn notes or, if not certificated, the notice must comply with applicable DTC procedures; and
|
•
|
the principal amount, if any, which remains subject to the repurchase notice.
|
•
|
the notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the notes are delivered to the trustee); and
|
•
|
all other rights of the holder will terminate (other than the right to receive the fundamental change repurchase price).
|
•
|
comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable;
|
•
|
file a Schedule TO or any other required schedule under the Exchange Act; and
|
•
|
otherwise comply with all federal and state securities laws in connection with any offer by us to repurchase the notes;
|
•
|
such fundamental change constitutes a share exchange event for which the resulting reference property consists entirely of cash in U.S. dollars;
|
•
|
immediately after such fundamental change, the notes become convertible (pursuant to the provisions described above under the captions “—Conversion Rights—Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares” and, if applicable, “—Conversion Rights—Adjustment to ADSs Delivered upon Conversion upon a Make-Whole Fundamental Change”) into consideration that consists solely of U.S. dollars in an amount per US$1,000 principal amount of notes that equals or exceeds the fundamental change repurchase price per US$1,000 principal amount of notes (calculated assuming a fundamental change repurchase date that results in a fundamental change repurchase price that includes the maximum amount of accrued interest); and
|
•
|
we timely send the notice relating to such fundamental change required pursuant to the provisions described above under the caption “—Conversion Rights—Conversion upon Specified Corporate Events—Certain Corporate Events.”
|
(1)
|
default in any payment of interest or additional amounts, if any, on any note when due and payable and the default continues for a period of 30 days;
|
(2)
|
default in the payment of principal of any note when due and payable at its stated maturity, upon redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
|
(3)
|
our failure to comply with our obligation to convert the notes in accordance with the indenture upon exercise of a holder’s conversion right and such failure continues for a period of five business days;
|
(4)
|
our failure to give a fundamental change notice as described under “—Repurchase upon Fundamental Change” or notice of a make-whole fundamental change as described under “—Conversion Rights—Adjustment to ADSs Delivered upon Conversion upon a Make-Whole Fundamental Change,” or notice of a specified corporate transaction as described under “—Conversion Rights—Conversion upon Specified Corporate Events,” in each case, when due and such failure continues for a period of five business days;
|
(5)
|
our failure to comply with our obligations under “—Consolidation, Merger and Sale of Assets”;
|
(6)
|
our failure for 60 days after written notice from the trustee or by the trustee at the request of the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of our other agreements contained in the notes or the indenture;
|
(7)
|
default by us or any of our “significant subsidiaries,” as defined in Article 1, Rule 1-02 of Regulation S-X, with respect to any mortgage, agreement or other instrument under which there
|
(8)
|
certain events of bankruptcy, insolvency, or reorganization of us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X.
|
•
|
0.25% per annum of the principal amount of the notes outstanding for each day during the period beginning on, and including, the date on which such an event of default first occurs and ending on the earlier of (i) the date on which such event of default is cured or validly waived or (ii) the 180th day immediately following, and including, the date on which such event of default first occurred; and
|
•
|
if such event of default has not been cured or validly waived prior to the 181st day immediately following, and including, the date on which such event of default first occurred, 0.50% per annum of the principal amount of the notes outstanding for each day during the period beginning on,
|
•
|
the principal (including the redemption price and the fundamental change repurchase price, if applicable) of;
|
•
|
accrued and unpaid interest, if any, on; and
|
•
|
the consideration due upon conversion of,
|
(1)
|
such holder has previously given the trustee written notice that an event of default is continuing;
|
(2)
|
holders of at least 25% in principal amount of the outstanding notes have requested the trustee to pursue the remedy;
|
(3)
|
such holders have offered, and if requested, provided, to the trustee security and/or indemnity satisfactory to the trustee against any loss, liability or expense;
|
(4)
|
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security and/or indemnity; and
|
(5)
|
the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that is inconsistent with such request within such 60-day period.
|
(1)
|
reduce the amount of notes whose holders must consent to an amendment;
|
(2)
|
reduce the rate of or extend the stated time for payment of interest on any note;
|
(3)
|
reduce the principal of or extend the stated maturity of any note;
|
(4)
|
make any change that adversely affects the conversion rights of any notes, except as required by the indenture;
|
(5)
|
reduce the redemption price or the fundamental change repurchase price of any note or amend or modify in any manner adverse to the holders of notes our obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
|
(6)
|
make any note payable in money other than U.S. dollars;
|
(7)
|
change the ranking of the notes;
|
(8)
|
impair the right of any holder to receive payment of principal and interest on such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes;
|
(9)
|
change our obligation to pay additional amounts on any note; or
|
(10)
|
make any change in the amendment provisions that require each holder’s consent or in the waiver provisions.
|
(1)
|
cure any ambiguity, omission, defect or inconsistency;
|
(2)
|
provide for the assumption by a successor corporation of our obligations under the indenture;
|
(3)
|
add guarantees with respect to the notes;
|
(4)
|
secure the notes;
|
(5)
|
add to our covenants or events of default for the benefit of the holders or surrender any right or power conferred upon us;
|
(6)
|
upon the occurrence of any transaction or event described in the list of bullets under the heading “—Conversion Rights—Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares” above, (x) provide that the notes are convertible into reference property, subject to “—Conversion Rights—Settlement upon Conversion” above, and (y) effect the related changes to the terms of the notes described under “Conversion Rights—Recapitalizations, Reclassifications and Changes of the Class A Ordinary Shares” above, in each case, in accordance with the applicable provisions of the indenture;
|
(7)
|
adjust the conversion rate as provided in the indenture;
|
(8)
|
provide for the appointment of and acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;
|
(9)
|
irrevocably elect a settlement method and/or a specified dollar amount (or minimum specified dollar amount), or eliminate our right to elect a settlement method;
|
(10)
|
comply with the rules of DTC;
|
(11)
|
make any change that does not adversely affect this rights of any holder in any material respect;
|
(12)
|
conform the provisions of the indenture to the “Description of the Notes” section in the preliminary prospectus supplement, as supplemented by the related pricing term sheet; or
|
(13)
|
comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act.
|
•
|
upon deposit of a global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the underwriters; and
|
•
|
ownership of beneficial interests in a global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).
|
•
|
a limited purpose trust company organized under the laws of the State of New York;
|
•
|
a “banking organization” within the meaning of the New York State Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the Uniform Commercial Code; and
|
•
|
a “clearing agency” registered under Section 17A of the Exchange Act.
|
•
|
will not be entitled to have notes represented by the global note registered in their names;
|
•
|
will not receive or be entitled to receive physical, certificated notes; and
|
•
|
will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.
|
•
|
DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;
|
•
|
DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or
|
•
|
an event of default with respect to the notes has occurred and is continuing and such beneficial owner requests that its notes be issued in physical, certificated form.
|
•
|
banks, insurance companies and other financial institutions;
|
•
|
entities treated as partnerships for U.S. federal income tax purposes, S corporations or other pass-through entities;
|
•
|
tax-exempt entities;
|
•
|
real estate investment trusts;
|
•
|
regulated investment companies;
|
•
|
brokers, dealers, traders in securities that elect to use a mark-to-market method of accounting;
|
•
|
certain former citizens or residents of the United States;
|
•
|
persons that elect to mark their securities to market;
|
•
|
persons who hold notes, ADSs or Class A ordinary shares as part of a hedging, integrated, straddle, conversion or constructive sale transaction for U.S. federal income tax purposes;
|
•
|
persons that have a functional currency other than the U.S. dollar;
|
•
|
persons required to accelerate the recognition of any item of gross income with respect to the notes, ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement; and
|
•
|
persons that actually or constructively own 10% or more of our stock by vote or value.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust, (i) the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have the authority to control all substantial decisions, or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
|
•
|
the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the notes, ADSs or Class A ordinary shares;
|
•
|
amounts allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (a “pre-PFIC year”) will be subject to tax as ordinary income; and
|
•
|
amounts allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years.
|
Underwriters
|
| |
Principal Amount
of the notes
|
Goldman Sachs (Asia) L.L.C.
|
| |
US$1,625,000,000
|
J.P. Morgan Securities LLC.
|
| |
US$625,000,000
|
BofA Securities, Inc.
|
| |
US$250,000,000
|
Total
|
| |
US$2,500,000,000
|
|
| |
|
| |
Total
|
|||
|
| |
Per note
|
| |
No Exercise
|
| |
Full Exercise
|
Discounts and commissions paid by us
|
| |
US$10
|
| |
US$25,000,000
|
| |
US$28,750,000
|
•
|
does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);
|
•
|
has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”) as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;
|
•
|
does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and
|
•
|
may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.
|
•
|
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
|
•
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant representatives for any such offer; or
|
•
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
•
|
to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
|
•
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation), subject to obtaining the prior consent of the relevant representatives for any such offer; or
|
•
|
in any other circumstances falling within section 86 of the FSMA,
|
•
|
a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;
|
•
|
a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;
|
•
|
an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
•
|
a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
•
|
a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;
|
•
|
a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
•
|
an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;
|
•
|
a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);
|
•
|
an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and
|
•
|
an entity, other than an entity formed for the purpose of purchasing the notes in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
|
•
|
Our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 16, 2021; and
|
•
|
our Report on Form 6-K furnished with the SEC on September 8, 2021 that attaches as exhibits our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Unaudited Interim Condensed Consolidated Financial Statements, both for the six months ended June 30, 2020 and 2021.
|
•
|
Class A ordinary shares, including those represented by American Depositary Shares, or ADSs,
|
•
|
preference shares,
|
•
|
debt securities, which may be senior, subordinated or junior subordinated and convertible or non-convertible,
|
•
|
guarantees,
|
•
|
warrants to purchase ordinary shares, preference shares, ADSs or debt securities,
|
•
|
purchase contracts, and
|
•
|
purchase units.
|
•
|
“ADSs” refers to the American Depositary Shares, each of which represents one of our Class A ordinary shares, par value US$0.0005 per share;
|
•
|
“Class A ordinary shares” refers to our Class A ordinary shares, par value US$0.0005 per share;
|
•
|
“Class B ordinary shares” refers to our Class B ordinary shares, par value US$0.0005 per share;
|
•
|
“our Form 20-F” refers to our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 16, 2021;
|
•
|
“shares” or “ordinary shares” refer to our Class A ordinary shares, par value US$0.0005 per share, and our Class B ordinary shares, par value US$0.0005 per share; and
|
•
|
“we,” “us,” “the company,” “our group,” “our” or “Sea” refers to Sea Limited, an exempted Cayman Islands company, its consolidated subsidiaries and its consolidated affiliated entities.
|
•
|
our goals and strategies;
|
•
|
our future business development, financial condition, financial results, and results of operations;
|
•
|
the expected growth in, and market size of, the digital entertainment, e-commerce and digital financial services industries in the markets where we operate, including segments within those industries;
|
•
|
expected changes in our revenue, costs or expenditures;
|
•
|
our ability to continue to source, develop and offer new and attractive online games and to offer other engaging digital entertainment content;
|
•
|
the expected growth of our digital entertainment, e-commerce and digital financial services businesses;
|
•
|
our expectations regarding growth in our user base, level of engagement and monetization;
|
•
|
our ability to continue to develop new technologies and/or upgrade our existing technologies;
|
•
|
our expectation regarding the use of proceeds from our financing activities, including offerings made pursuant to this prospectus and any applicable prospectus supplement;
|
•
|
growth and trends of our markets and competition in our industries;
|
•
|
government policies and regulations relating to our industries;
|
•
|
general economic and business conditions in our markets; and
|
•
|
the impact of widespread health developments, including the COVID-19 pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shutdowns and other restrictions on travel and commercial, social and other activities, and availability of effective vaccines or treatments) which could, among other things, impact the business and manufacturing activities of our ecosystem participants, disrupt the global supply chain including those of our sellers on our platforms and merchant partners, and negatively affect consumer discretionary spending.
|
•
|
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
|
•
|
an exempted company is not required to open its register of members for inspection;
|
•
|
an exempted company does not have to hold an annual general meeting;
|
•
|
an exempted company may issue no par value, negotiable or bearer shares;
|
•
|
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
•
|
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
•
|
an exempted company may register as a limited duration company; and
|
•
|
an exempted company may register as a segregated portfolio company.
|
•
|
the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) of the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;
|
•
|
the date on which the name of any person was entered on the register as a member; and
|
•
|
the date on which any person ceased to be a member.
|
•
|
the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
|
•
|
the instrument of transfer is in respect of only one class of shares;
|
•
|
the instrument of transfer is properly stamped, if required;
|
•
|
in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four;
|
•
|
the ordinary shares transferred are free of any lien in favor of us; or
|
•
|
a fee of such maximum sum as the New York Stock Exchange may determine to be payable, or such lesser sum as the board of directors may from time to time require, is paid to us in respect thereof.
|
•
|
the designation of the series;
|
•
|
the number of shares of the series;
|
•
|
the dividend rights, dividend rates, conversion rights, voting rights; and
|
•
|
the rights and terms of redemption and liquidation preferences.
|
•
|
increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution prescribes;
|
•
|
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
|
•
|
convert all or any of its paid-up shares into stock and reconvert the stock into paid-up shares of any denomination;
|
•
|
sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by our eighth amended and restated memorandum of association; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the share from which the reduced share is derived; and
|
•
|
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so canceled.
|
•
|
the statutory provisions as to the required majority vote have been met;
|
•
|
the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
|
•
|
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
|
•
|
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
|
•
|
a company acts or proposes to act illegally or ultra vires;
|
•
|
the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and
|
•
|
those who control the company are perpetrating a “fraud on the minority.”
|
•
|
we do not wish to receive a discretionary proxy;
|
•
|
there is substantial shareholder opposition to the particular question; or
|
•
|
the particular question would have an adverse impact on our shareholders.
|
Persons depositing or withdrawing shares or
ADS holders must pay:
|
| |
For:
|
US$5.00 (or less) per 100 ADSs (or portion thereof)
|
| |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
| |
|
|
| |
Cancelation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
| |
|
US$0.05 (or less) per ADS (or portion thereof)
|
| |
Any cash distribution to ADS holders
|
|
| |
|
A fee equivalent to the fee that would be payable if securities distributed to ADS holders had been shares and the shares had been deposited for issuance of ADSs
|
| |
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
| |
|
Persons depositing or withdrawing shares or
ADS holders must pay:
|
| |
For:
|
US$0.05 (or less) per ADS (or portion thereof) per annum
|
| |
Depositary services
|
|
| |
|
Registration or transfer fees
|
| |
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when ADS holders deposit or withdraw shares
|
|
| |
|
Expenses of the depositary
|
| |
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
| |
|
|
| |
Converting foreign currency to U.S. dollars
|
|
| |
|
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
| |
As necessary
|
|
| |
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
| |
As necessary
|
•
|
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
|
•
|
we delist the ADSs from an exchange on which they were listed and do not list the ADSs on another exchange;
|
•
|
we appear to be insolvent or enter insolvency proceedings;
|
•
|
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
|
•
|
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
|
•
|
there has been a replacement of deposited securities.
|
•
|
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
|
•
|
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
|
•
|
are not liable if we or it exercises discretion permitted under the deposit agreement;
|
•
|
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
|
•
|
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on an ADS holder’s behalf or on behalf of any other person;
|
•
|
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
|
•
|
may rely on any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; and
|
•
|
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs.
|
•
|
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
|
•
|
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
•
|
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
|
•
|
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;
|
•
|
when such holders owe money to pay fees, taxes and similar charges; or
|
•
|
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.
|
•
|
the title and any limit on the aggregate principal amount of the debt securities;
|
•
|
whether the debt securities will be secured or unsecured;
|
•
|
whether the debt securities are senior or subordinated debt securities and, if subordinated, the terms of such subordination;
|
•
|
whether the debt securities are convertible into or exchangeable for other securities and, if so, the terms and conditions upon which such securities will be so convertible or exchangeable;
|
•
|
the percentage or percentages of principal amount at which such debt securities will be issued;
|
•
|
the interest rate(s) or the method for determining the interest rate(s);
|
•
|
the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
|
•
|
the record dates for the determination of holders to whom interest is payable or the method for determining such dates;
|
•
|
the dates on which the debt securities may be issued, the maturity date and other dates of payment of principal;
|
•
|
redemption or early repayment provisions;
|
•
|
authorized denominations if other than minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof;
|
•
|
the form of the debt securities;
|
•
|
amount of discount or premium, if any, with which such debt securities will be issued;
|
•
|
whether such debt securities will be issued in whole or in part in the form of one or more global securities;
|
•
|
the identity of the depositary for global securities;
|
•
|
whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
|
•
|
the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
|
•
|
any covenants applicable to the particular debt securities being issued;
|
•
|
any defaults and events of default applicable to the particular debt securities being issued;
|
•
|
any provisions for the defeasance of the particular debt securities being issued in whole or in part;
|
•
|
any addition or change in the provisions related to satisfaction and discharge;
|
•
|
any restriction or condition on the transferability of the debt securities;
|
•
|
the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
|
•
|
the time period within which, the manner in which and the terms and conditions upon which the purchaser of the debt securities can select the payment currency;
|
•
|
the securities exchange(s) or automated quotation system(s) on which the securities will be listed or admitted to trading, as applicable, if any;
|
•
|
our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
|
•
|
provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
|
•
|
place or places where we may pay principal, premium, if any, and interest and where holders may present the debt securities for registration of transfer, exchange or conversion;
|
•
|
place or places where notices and demands relating to the debt securities and the indentures may be made;
|
•
|
if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of maturity;
|
•
|
any index or formula used to determine the amount of payments of principal of, premium (if any) or interest on the debt securities and the method of determining these amounts;
|
•
|
any provisions relating to compensation and reimbursement of the trustee;
|
•
|
provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events; and
|
•
|
any other terms of the debt securities.
|
(i)
|
for or on account of:
|
(A)
|
any tax, duty, assessment or other governmental charge that would not have been imposed but for:
|
(1)
|
the existence of any present or former connection between the holder or beneficial owner of such debt security and the Relevant Jurisdiction, other than merely holding such debt security or the receipt of payments thereunder, including such holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;
|
(2)
|
the presentation of such debt security (in cases in which presentation is required) more than 30 calendar days after the later of the date on which the payment of the principal of and interest on such debt security became due and payable pursuant to the terms thereof or was made or duly provided for;
|
(3)
|
the failure of the holder or beneficial owner to comply with a timely request from the company, addressed to the holder, to provide certification, information, documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely
|
(4)
|
the presentation of such debt security (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Debt security could not have been presented for payment elsewhere;
|
(B)
|
any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;
|
(C)
|
any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the debt securities;
|
(D)
|
any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or
|
(E)
|
any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D).
|
(i)
|
change the Stated Maturity of any debt security;
|
(ii)
|
reduce the principal amount of, payments of interest on or stated time for payment of interest on any debt security;
|
(iii)
|
change any obligation of ours to pay Additional Amounts with respect to any debt security;
|
(iv)
|
change the currency of payment of the principal of, premium (if any) or interest on any debt security;
|
(v)
|
reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof;
|
(vi)
|
impair the right to institute suit for the enforcement of any payment due on or with respect to any debt security;
|
(vii)
|
reduce the above stated percentage of outstanding debt securities necessary to modify or amend the indenture;
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(viii)
|
reduce the percentage of the aggregate principal amount of outstanding debt securities of that series necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;
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(ix)
|
modify the provisions of the indenture with respect to modification and waiver;
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(x)
|
amend, change or modify any provision of the indenture or the related definition affecting the ranking of any series of debt securities in a manner which adversely affects the holders of such debt securities; or
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(xi)
|
reduce the amount of the premium payable upon the redemption or repurchase of any series of debt securities or change the time at which any series of debt securities may be redeemed or repurchased as described above under “—Tax Redemption” or as described in the applicable prospectus supplement.
|
(i)
|
cure any ambiguity, omission, defect or inconsistency contained in the indenture or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of holders as determined by us;
|
(ii)
|
evidence the succession of another corporation to our company, or successive successions, and the assumption by such successor of the covenants and obligations of our company contained in the debt securities of one or more series and in the indenture or any supplemental indenture;
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(iii)
|
comply with the rules of any applicable depositary;
|
(iv)
|
secure any series of debt securities;
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(v)
|
add to the covenants and agreements of our company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the holders of all or any series of the debt securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of debt securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon our company;
|
(vi)
|
make any change in any series of debt securities that does not adversely affect the legal rights under the indenture of any holder of such debt securities in any material respect;
|
(vii)
|
evidence and provide for the acceptance of an appointment under the indenture of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms thereof;
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(viii)
|
conform the text of the indenture or any series of the debt securities to any provision of this “Description of Debt Securities” to the extent that such provision in this prospectus was intended to be a verbatim recitation of a provision of the indenture or such series of the debt securities as evidenced by an officer’s certificate;
|
(ix)
|
make any amendment to the provisions of the indenture relating to the transfer and legending of debt securities as permitted by the indenture, including, but not limited to, facilitating the issuance and administration of any series of the debt securities or, if incurred in compliance with the indenture, additional debt securities; provided, however, that (A) compliance with the indenture as so amended would not result in any series of the debt securities being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of holders to transfer debt securities;
|
(x)
|
change or eliminate any of the provisions of the indenture; provided that any such change or elimination shall become effective only when there is no outstanding debt security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
|
(xi)
|
make any amendment to the indenture necessary to qualify the indenture under the Trust Indenture Act;
|
(xii)
|
add guarantors or co-obligors with respect to any series of debt securities; and
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(xiii)
|
establish the form and terms of debt securities of any series as permitted under the indenture, or to provide for the issuance of additional debt securities in accordance with the limitations set forth in the indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the debt securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed.
|
(i)
|
any Person formed by such consolidation or into which we are merged or to whom we have conveyed, transferred or leased our properties and assets substantially as an entirety is a corporation, partnership, trust or other entity validly existing under the laws of the United States or any State thereof or the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda, Singapore or Hong Kong and such Person expressly assumes by an indenture supplemental to the indenture all of our obligations under the indenture and the debt securities issued under the indenture, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes;
|
(ii)
|
immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
|
(iii)
|
we have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indentures comply with the indenture and that all conditions precedent therein relating to such transaction have been
|
(a)
|
we default in the payment of principal or premium, if any, in respect of a debt security of such series when due and payable (whether at stated maturity or upon declaration of acceleration, redemption or otherwise under the indenture);
|
(b)
|
we default in the payment of interest on a debt security of such series when due and payable, which default shall have continued unremedied for a period of 30 calendar days;
|
(c)
|
we default in the performance of or breaches any covenant or agreement in the indenture or in respect of the debt securities of such series (other than a default specified in clause (a) or (b) above) and such default or breach continues unremedied (or without provision deemed to be adequate for the remedying thereof) for a period of 90 consecutive calendar days after written notice specified below shall have been given to us;
|
(d)
|
we, pursuant to or within the meaning of any bankruptcy, insolvency or other similar law now or hereafter in effect applicable to us for the relief of debtors (“Bankruptcy Law”), shall (1) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to us or our debts, (2) consent to the entry of an order for relief against it in an involuntary case or other proceeding, (3) consent to the appointment of a trustee, receiver, liquidator, custodian or other similar official under any Bankruptcy Law (“Custodian”) of us or our property substantially in the entirety, (4) consent to the taking possession by a Custodian of us or our property substantially in the entirety, or (5) make a general assignment for the benefit of our creditors;
|
(e)
|
an involuntary case or other proceeding shall be commenced against us under any Bankruptcy Law by a court of competent jurisdiction seeking liquidation, reorganization or similar relief with respect to us or our debts or seeking the appointment of a Custodian of us or our property substantially in the entirety, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 120 consecutive calendar days; or
|
(f)
|
the occurrence of any other event of default with respect to debt securities of such series as provided in Section 3.01 of the indenture;
|
(1)
|
the rights of holders of the debt securities of that series that are then outstanding to receive payments in respect of the principal of, or interest or premium on such debt securities when such payments are due from the trust referred to below;
|
(2)
|
our obligations with respect to the debt securities of that series concerning issuing temporary debt securities, registration of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment and money for security payments held in trust;
|
(3)
|
the rights, powers, trusts, duties and immunities of the trustee for the debt securities of that series, and our obligations in connection therewith; and
|
(4)
|
the Legal Defeasance and Covenant Defeasance (as defined below) provisions of the indenture for the debt securities of that series.
|
(1)
|
we must irrevocably deposit with the trustee or the paying agent, in trust, for the benefit of the holders of all debt securities of that series subject to Legal Defeasance or Covenant Defeasance, cash in U.S. dollars, U.S. Government Obligation, or a combination of cash in U.S. dollars and U.S. Government Obligation, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on such notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and we must specify whether such debt securities are being defeased to maturity or to a particular redemption date;
|
(2)
|
in the case of Legal Defeasance, we must deliver to the trustee an opinion of counsel of recognized standing with respect to U.S. federal income tax matters that is acceptable to the trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the beneficial owners of the then outstanding debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
(3)
|
in the case of Covenant Defeasance, we must deliver to the trustee an opinion of counsel of recognized standing with respect to U.S. federal income tax matters that is acceptable to the trustee confirming that the beneficial owners of the then outstanding debt securities of that series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be
|
(4)
|
no Default or Event of Default with respect to the debt securities of that series must have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);
|
(5)
|
we must deliver to the trustee an officer’s certificate stating that the deposit was not made by us with the intent of preferring the holders of debt securities of that series over our other creditors with the intent of defeating, hindering, delaying or defrauding our creditors or others; and
|
(6)
|
we must deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
|
(1)
|
either:
|
(a)
|
all debt securities of that series that have been authenticated, except lost, stolen or destroyed debt securities that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the paying agent for cancellation; or
|
(b)
|
all debt securities of that series that have not been delivered to the paying agent for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and we have irrevocably deposited or caused to be deposited with the trustee or the paying agent as trust funds in trust solely for the benefit of the holders of the debt securities of such series, cash in U.S. dollars, U.S. Government Obligation, or a combination of cash in U.S. dollars and U.S. Government Obligation, in amounts as will be sufficient (in the case of a deposit not entirely in cash, in the opinion of an internationally recognized investment bank, appraisal firm or firm of independent public accountants), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such debt securities not delivered to the paying agent for cancellation for principal, premium and accrued interest to the date of maturity or redemption;
|
(2)
|
no Default or Event of Default under the indenture has occurred and is continuing with respect to the debt securities of that series on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which we are a party or by which we are bound;
|
(3)
|
we have paid or caused to be paid all sums payable by us under the indenture with respect to the debt securities of that series; and
|
(4)
|
we have delivered irrevocable instructions to the trustee or the paying agent (as the case may be) under the indenture to apply the deposited money toward the payment of the debt securities of that series at maturity or the redemption date, as the case may be.
|
•
|
whether the purchase contracts obligate the holder to purchase or sell, or both, our ordinary shares, ADSs, preference shares or debt securities, and the nature and amount of each of those securities, or method of determining those amounts;
|
•
|
whether the purchase contracts are to be prepaid or not;
|
•
|
whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our ordinary shares, ADSs or preference shares;
|
•
|
any acceleration, cancellation, termination, or other provisions relating to the settlement of the purchase contracts; and
|
•
|
whether the purchase contracts will be issued in fully registered global form.
|
•
|
the terms of the offering;
|
•
|
the names of any underwriters, dealers or agents;
|
•
|
the name or names of any managing underwriter or underwriters;
|
•
|
the purchase price of the securities;
|
•
|
the net proceeds from the sale of the securities;
|
•
|
any delayed delivery arrangements;
|
•
|
any underwriting discounts, commissions and other items constituting underwriters’ compensation;
|
•
|
any offering price to the public;
|
•
|
any discounts or concessions allowed or reallowed or paid to dealers; and
|
•
|
any commissions paid to agents.
|
•
|
Our annual report on Form 20-F for the year ended December 31, 2020 filed with the SEC on April 16, 2021;
|
•
|
Our Report on Form 6-K furnished with the SEC on September 8, 2021 that attaches as exhibits our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Unaudited Interim Condensed Consolidated Financial Statements, both for the six months ended June 30, 2020 and 2021; and
|
•
|
With respect to each offering of securities under this prospectus, all reports on Form 20-F and any report on Form 6-K that so indicates it is being incorporated by reference, in each case, that we file with the SEC or furnish to the SEC, respectively, on or after the date on which the registration statement is first filed with the SEC and until the termination or completion of that offering under this prospectus.
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