6-K - JOYY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2020

Commission File Number: 001-35729

JOYYInc.

Building B-1 North Block of Wanda Plaza

No. 79 Wanbo Er Road, Nancun Town

Panyu District, Guangzhou 511442

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x	Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release
Exhibit 99.2	Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JOYY INC.
By:	/s/ Bing Jin
	Name:	Bing Jin
	Title:	Chief Financial Officer

Date: November 17, 2020

Exhibit 99.1

Baidu to Acquire JOYY’s Live Streaming Business inChina

GUANGZHOU, China, November 16, 2020 — JOYY Inc. (Nasdaq: YY) (“JOYY” or the “Company”), a global video-based social media platform, today announced that the Company entered into definitive agreements with Baidu, Inc. (Nasdaq: BIDU) (“Baidu”). Pursuant to the agreements, Baidu will acquire JOYY’s domestic video-based entertainment live streaming business (“YY Live”), which includes the YY mobile app, YY.com website, and PC YY, among others, for an aggregate purchase price of approximately US$3.6 billion in cash, subject to certain adjustments. The closing of the transaction is subject to certain conditions and is currently expected to occur in the first half of 2021.

Mr. David Xueling Li, Chairman and Chief Executive Officer of the Company, commented, “As a pioneer in China’s live streaming industry, JOYY has been deeply engaged in the live streaming business for many years. YY Live is a leading pan-entertainment live streaming platform in China and thus possesses a comprehensive system of operational procedures as well as a full range of domain expertise related to the development of live streaming ecosystems, innovation of live streaming technologies, content operations, monetization features, and systems for host incubation and host development. As the largest integrated information and knowledge-focused internet service provider in China, Baidu has built an extensive mobile internet ecosystem covering one billion monthly active users, including over 200 million daily active mobile users on its Baidu app alone. This transaction will allow YY Live to access Baidu’s massive user traffic, boost its business growth, and enhance its ecosystem’s monetization capabilities to unleash greater value in a larger ecosystem.”

About JOYY Inc.

JOYY Inc. is a global social media platform. The Company’s highly engaged users contribute to a vibrant social community by creating, sharing, and enjoying a vast range of entertainment content and activities. JOYY enables users to interact with each other in real time through online live media and offers users a uniquely engaging and immersive entertainment experience. JOYY owns Bigo, a fast-growing global tech company headquartered in Singapore. Bigo owns several popular video based social platforms including Bigo Live, a leading global live streaming platform outside China; Likee, a leading global short-form video social platform; and video communication service and others. JOYY has created an online community for global video and live streaming users. JOYY Inc. was listed on the NASDAQ in November 2012.

Investor Relations Contact

JOYY Inc.

Tel: +86 (20) 8212-0000

Email: IR@YY.com

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as JOYY’s strategic and operational plans, contain forward-looking statements. JOYY may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to fourth parties. Statements that are not historical facts, including statements about JOYY’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JOYY’s goals and strategies; JOYY’s future business development, results of operations and financial condition; the expected growth of the online communication social platform market in China; the expectation regarding the rate at which to gain active users, especially paying users; JOYY’s ability to monetize the user base; fluctuations in general economic and business conditions in China; the impact of the COVID-19 to JOYY’s business operations and the economy in China and elsewhere generally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in JOYY’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and JOYY does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Exhibit 99.2

JOYY Reports Third Quarter 2020 UnauditedFinancial Results

Guangzhou, China, November 16, 2020 - JOYY Inc. (NASDAQ: YY) (“JOYY” or the “Company”, formerly known as YY Inc.), a global video-based social media platform, today announced its unaudited financial results for the third quarter of 2020.

Third Quarter 2020Financial Highlights^1^

·	Net revenues increased by 36.1% to RMB6,286.4 million (US$925.9 million) from RMB4,617.3<br>million in the corresponding period of 2019.
·	Net income from continuing operations attributable to controlling interest of JOYY Inc.^2^<br>was RMB2,303.2 million (US$339.2 million), compared to RMB61.8 million in the corresponding period of 2019, primarily due to the<br>impact of gain from partial disposal of investments in Huya.
---	---
·	Non-GAAPnet income from continuing operations attributable to controlling interest and common shareholders of JOYY Inc.^3^increased by 64.0% to RMB809.4 million (US$119.2 million) from RMB493.4 million in the corresponding period of 2019,<br>primarily due to the decrease in the operation loss of Bigo Inc (“Bigo”).
---	---

Third Quarter 2020Operational Highlights

^1^ Starting from the second quarter of 2020, the Company deconsolidated HUYA Inc. (NYSE: HUYA) (“Huya”) and Huya’s historical financial results are and will be reflected in the Company’s consolidated financial statements as discontinued operations accordingly. The financial information and non-GAAP financial information of the Company disclosed in this press release is presented on a continuing operations basis, unless otherwise specifically stated. After the deconsolidation of Huya, the Company accounts for its investment in Huya as an equity method investment and applies the equity method accounting one quarter in arrears. Share of income or loss from the investment in Huya will be included in net income or loss from continuing operations.

^2^Net income from continuing operations attributable to controlling interest of JOYY Inc., is net income from continuing operations less net (loss) income from continuing operations attributable to the non-controlling interest shareholders and the mezzanine equity classified as non-controlling interest shareholders.

^3^ Non-GAAP net income from continuing operations attributable to controlling interest of JOYY Inc. is a non-GAAP financial measure, which is defined as net income from continuing operations attributable to controlling interest of JOYY Inc. excluding share-based compensation expenses, impairment of goodwill and investment, amortization of intangible assets from business acquisitions, gain on disposal of subsidiaries and business, gain on disposal of investments, gain (loss) on fair value change of investments, reconciling items on the share of equity method investments which refer to those similar non-GAAP reconciling items of the Company, fair value change on derivatives, interest expenses related to the convertible bonds amortization to face value, income tax effects on non-GAAP adjustments and non-GAAP adjustments for net (loss) income attributable to non-controlling interest shareholders. These adjustments amounted to reversal of RMB1,493.8 million (US$220.0 million) and RMB431.7 million in the third quarter of 2020 and 2019, respectively. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for more details.

·	Globalaverage mobile MAUs^4^ decreased by 4.0% to 390.1<br>million from 406.3 million in the corresponding period of 2019, mainly due to the impact of Indian government’s measures<br>to block certain Chinese-owned apps in its local market, which included Bigo Live, Likee and Hago.
·	Average mobile MAUs of Likee increased by 3.8% to 104.0 million from 100.2 million in the<br>corresponding period of 2019.
---	---
·	Average mobile MAUs of global live streaming services decreased by 2.3% to 92.0 million<br>from 94.1 million in the corresponding period of 2019, among that (i) 41.3 million were from YY, which increased by 3.4% year over<br>year; and (ii) 50.7 million were from outside of China, which decreased by 6.5% year over year, including 28.0 million from Bigo<br>Live, which increased by 27.7% year over year, and 22.7 million from HAGO, which decreased by 29.7% year over year primarily due<br>to the impact of Indian government’s measures to block such app in its local market.
---	---
·	Totalnumber of paying users^5^ of YY decreased by 4.7%<br>to 4.1 million from 4.3 million in the corresponding period of 2019, mainly due to COVID-19 impacts.
---	---

Mr. David Xueling Li, Chairman and Chief Executive Officer of JOYY, commented, “Despite uncertainties from macro perspective, we remained focused on executing our dual-engine growth strategy in the third quarter of 2020. Through a combination of globalized market reach and localized operations management, we continued to achieve solid growth in our financial results. Despite the negative impact from Indian government’s measures to block certain Chinese-owned apps in its local market and other geopolitical risks, our global MAU remained relatively stable, thanks to rapid expansion of our business in other regions. During the quarter, Bigo Live maintained its robust growth trajectory and further diversified its geographic coverage, accomplishing 270% and 231% revenue growth in Europe and East Pacific regions, respectively. Likee continued to gain momentum through a measured approach of balancing its user expansion and user retention, with continuous improvement in user engagement level by introducing multiple functions of its video production tools, dynamic community and thematic functionalities, as reflected by increase in content creator engagement.”

Mr. Li continued, “We believe Baidu’s strategic acquisition of YY Live is a true win-win for both parties, as it will accelerate YY Live’s business growth and unlock more value across the domestic entertainment live streaming sector. Going forward, we will continue to expand our live streaming and short-form video content ecosystem in key overseas markets around the world, and explore new business lines, aiming to further enter into the industrial AI internet sector.”

^4^ Refers to mobile average monthly active users. Average mobile MAU for any period is calculated by dividing (i) the sum of the Company’s mobile active users for each month of such period, by (ii) the number of months in such period.

^5^Refers to a registered user that has purchased virtual items on YY’s platforms at least once during the period presented.

Mr. Bing Jin, Chief Financial Officer of JOYY, further commented, “Despite the impact of geopolitical headwinds, we grew our total revenues by 36.1% year over year to RMB6,286.4 million during the third quarter of 2020 and exceeded the high end of our previous guidance. More specifically, revenues from Bigo grew by 120.8% year over year to RMB3,394.8 million, mostly driven by the uptick in its live streaming revenues. It is also the first quarter for Bigo to achieve a positive non-GAAP operating margin. As we remain in an abundant cash position after recent transaction with Baidu, we will continue to invest in business development efforts to further expand our global market reach, and cultivate new business to enhance our service offerings. We will also actively explore other ways to return value to our shareholders to maximize shareholder value.”

Third Quarter 2020Financial Results

NET REVENUES

Net revenues increased by 36.1% to RMB6,286.4 million (US$925.9 million) in the third quarter of 2020 from RMB4,617.3 million in the corresponding period of 2019, primarily driven by continued growth in user base and expansion of global footprint in Bigo .

Live streaming revenues increased by 40.1% to RMB6,049.1 million (US$890.9 million) in the third quarter of 2020 from RMB4,317.8 million in the corresponding period of 2019, primarily attributable to the continued live streaming revenues growth in Bigo segment.

Other revenues decreased by 20.8% to RMB237.3 million (US$34.9 million) in the third quarter of 2020 from RMB299.4 million in the corresponding period of 2019, primarily due to the decrease in other revenues in YY segment.

COST OF REVENUESAND GROSS PROFIT

Cost of revenues increased by 38.8% to RMB3,961.7 million (US$583.5 million) in the third quarter of 2020 from RMB2,854.5 million in the corresponding period of 2019. Revenue-sharing fees and content costs increased to RMB2,840.3 million (US$418.3 million) in the third quarter of 2020 from RMB1,951.0 million in the corresponding period of 2019 as a result of the increase in live streaming revenues of the Company. Bandwidth costs decreased to RMB236.9 million (US$34.9 million) in the third quarter of 2020 from RMB286.3 million in the corresponding period of 2019, primarily related to the termination of service and access to users in India after its measures to block certain Chinese-owned apps in late June.

Gross profit increased by 31.9% to RMB2,324.7 million (US$342.4 million) in the third quarter of 2020 from RMB1,762.7 million in the corresponding period of 2019. Gross margin was 37.0% in the third quarter of 2020, compared to 38.2% in the corresponding period of 2019. The gross margin contraction was primarily caused by the fact that Bigo segment had lower gross margin but contributed significantly greater portions of net revenues in the third quarter of 2020, compared to the corresponding period of 2019.

OPERATING INCOME

Operating expenses were RMB1,999.9 million (US$294.6 million) in the third quarter of 2020, compared to RMB1,807.9 million in the corresponding period of 2019. Among the operating expenses, sales and marketing expenses increased to RMB1,083.0 million (US$159.5 million) in the third quarter of 2020 from RMB957.3 million in the corresponding period of 2019, primarily due to the Company’s increased efforts in sales and marketing activities in overseas markets. Research and development expenses increased to RMB636.0 million (US$93.7 million) in the third quarter of 2020 from RMB538.1 million in the corresponding period of 2019, mostly due to the increasing headcount and investments in talent recruitment as part of the Company’s efforts to enhance its research and development capabilities. General and administrative expenses were RMB280.8 million (US$41.4 million) in the third quarter of 2020, compared to RMB312.5 million in the corresponding period of 2019. The decrease of general and administrative expenses was mainly attributable to a decrease in provision for loss allowances of receivables.

Operating income was RMB466.6 million (US$68.7 million) in the third quarter of 2020, compared to RMB96.4 million in the corresponding period of 2019. Operating margin was 7.4% in the third quarter of 2020, compared to 2.1% in the corresponding period of 2019, primarily due to the decrease in operation loss of Bigo segment.

Non-GAAP operating income^6^increased by 77.8% to RMB825.8 million (US$121.6 million) in the third quarter of 2020 from RMB464.4 million in the corresponding period of 2019. Non-GAAP operating margin^7^was 13.1% in the third quarter of 2020, compared to 10.1% in the corresponding period of 2019.

^6^Non-GAAP operating income is a non-GAAP financial measure, which is defined as operating income excluding share-based compensation expenses, amortization of intangible assets from business acquisitions, impairment of goodwill and investments and gain on disposal of subsidiaries and business. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for details.

^7^Non-GAAP operating margin is a non-GAAP financial measure, which is defined as non-GAAP operating income as a percentage of net revenues. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for details.

NET INCOME

Net income from continuing operations attributable to controlling interest of JOYY Inc. was RMB2,303.2 million (US$339.2 million) in the third quarter of 2020, compared to RMB61.8 million in the corresponding period of 2019. Net margin was 36.6% in the third quarter of 2020, compared to 1.3% in the corresponding period of 2019, mainly due to the gain from partial disposal of investments in Huya.

Non-GAAP net income from continuing operations attributable to controlling interest and common shareholders of JOYY Inc. increase by 64.0% to RMB809.4 million (US$119.2 million) in the third quarter of 2020 from RMB493.4 million in the corresponding period of 2019. Non-GAAP net margin***^8^*** increased to 12.9% in the third quarter of 2020 from 10.7% in the corresponding period of 2019.

NET INCOME PERADS

Diluted net income from continuing operations per ADS***^9^*** was RMB25.92 (US$3.82) in the third quarter of 2020, compared to RMB 0.56 in the corresponding period of 2019.

Non-GAAP diluted net income from continuing operations per ADS***^10^*** increased by 58.8% to RMB8.89 (US$1.31) in the third quarter of 2020 from RMB5.60 in the corresponding period of 2019.

BALANCE SHEET ANDCASH FLOWS

As of September 30, 2020, the Company had cash and cash equivalents, restricted cash and cash equivalents, short-term deposits, restricted short-term deposits and short-term investments of RMB24,469.7 million (US$3,604.0 million). For the third quarter of 2020, net cash from operating activities was RMB1,029.9 million (US$151.7 million).

SHARES OUTSTANDING

As of September 30, 2020, the Company had a total of 1,619.7 million common shares, or the equivalent of 81.0 million ADSs, outstanding.

^8^ Non-GAAP net margin is non-GAAP net income from continuing operations attributable to controlling interest of JOYY Inc. as a percentage of net revenues.

^9^ ADS is American Depositary Share. Each ADS represents twenty Class A common shares of the Company. Diluted net income per ADS is net income attributable to common shareholders of JOYY Inc. divided by weighted average number of diluted ADS.

^10^Non-GAAP diluted net income from continuing operations per ADS is a non-GAAP financial measure, which is defined as non-GAAP net income from continuing operations attributable to common shareholders of JOYY Inc. divided by weighted average number of ADS used in the calculation of diluted net income per ADS. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for details.

Quarterly Dividend

On August 11, 2020, the Company's board of directors approved a quarterly dividend policy for the next three years commencing in the third quarter of 2020. Under the policy, quarterly dividends will be set at approximately US$25.0 million in each fiscal quarter. The board of directors has accordingly declared a dividend of US$0.31 per ADS, or US$0.0155 per common share, for the third quarter of 2020, which is expected to be paid on December 23, 2020 to shareholders of record as of the close of business on December 11, 2020. The ex-dividend date will be December 10, 2020. Under the policy, the board of directors of the Company reserves the discretion relating to the determination to make dividend distributions and the amount of such distributions in any particular quarter, depending on the Company’s operations and earnings, cash flow, financial condition and other relevant factors.

Recent Developments

On November 16, 2020, the Company entered into definitive agreements with Baidu, Inc. (Nasdaq: BIDU) (“Baidu”). Pursuant to the agreements, Baidu will acquire JOYY’s domestic video-based entertainment live streaming business (“YY Live”), which includes YY mobile app, YY.com website and PC YY, among others, for an aggregate purchase price of approximately US$3.6 billion in cash, subject to certain adjustments. The closing of the transaction is subject to certain conditions and is currently expected to occur in the first half of 2021.

Conference Call Information

The Company will hold a conference call on 9:00 PM U.S. Eastern Time on Monday, November 16, 2020 (10:00 AM Beijing/Hong Kong Time on Tuesday, November 17, 2020). Details for the conference call are as follows:

Event Title: JOYY’s Third Quarter 2020 Earnings Conference Call

Conference ID: #8576720

All participants must use the link provided below to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of participant dial-in numbers, the Direct Event passcode, and a unique registrant ID by email.

PRE-REGISTER LINK:

http://apac.directeventreg.com/registration/event/8576720

A live and archived webcast of the conference call will also be available at the Company's investor relations website at http://ir.yy.com/.

The replay will be accessible through November 24, 2020 by dialing the following numbers:

United States:	+1-646-254-3697
International:	+61-2-8199-0299
Conference ID:	#8576720

Exchange Rate

This press release contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars, in this press release, were made at a rate of RMB6.7896 to US$1.00, the noon buying rate in effect on September 30, 2020 in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York.

About JOYY Inc.

Safe Harbor Statement

Use of Non-GAAP FinancialMeasures

The unaudited condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). JOYY uses non-GAAP operating income, non-GAAP operating margin, non-GAAP net income from continuing operations attributable to controlling interest of JOYY Inc., non-GAAP net margin attributable to controlling interest of JOYY Inc., non-GAAP net income from continuing operations attributable to common shareholders of JOYY Inc., and basic and diluted non-GAAP net income per ADS, which are non-GAAP financial measures. Non-GAAP operating income is operating income excluding share-based compensation expenses, impairment of goodwill and investments, amortization of intangible assets from business acquisitions, and gain on disposal of subsidiaries and business. Non-GAAP operating margin is non-GAAP operating income as a percentage of net revenues. Non-GAAP net income from continuing operations is net income from continuing operations excluding share-based compensation expenses, impairment of goodwill and investments, amortization of intangible assets from business acquisitions, gain on disposal of subsidiaries and business, (loss) gain on disposal and deemed disposal of investments, gain (loss) on fair value change of investments, reconciling items on the share of equity method investments, fair value change on derivatives, interest expenses related to the convertible bonds’ amortization to face value, and income tax effects of above non-GAAP reconciling items. Non-GAAP net income from continuing operations attributable to controlling interest of JOYY Inc. is net income from continuing operations attributable to controlling interest of JOYY Inc. excluding share-based compensation expenses, impairment of goodwill and investments, amortization of intangible assets from business acquisitions, (loss) gain on disposal and deemed disposal of subsidiaries and business, gain on disposal of investments, gain (loss) on fair value change of investments, reconciling items on the share of equity method investments, fair value change on derivatives, interest expenses related to the convertible bonds’ amortization to face value, income tax effects of above non-GAAP reconciling items and adjustments for non-GAAP reconciling items for the net (loss) income from continuing operations attributable to non-controlling interest shareholders. Non-GAAP net margin is non-GAAP net income from continuing operations attributable to controlling interest of JOYY Inc. as a percentage of net revenues. Non-GAAP net income from continuing operations attributable to common shareholders of JOYY Inc. is net income from continuing operations attributable to common shareholders of JOYY Inc. excluding share-based compensation expenses, impairment of goodwill and investments, amortization of intangible assets from business acquisitions, (loss) gain on disposal and deemed disposal of subsidiaries and business, gain on disposal of investments, gain (loss) on fair value change of investments, reconciling items on the share of equity method investments, fair value change on derivatives, interest expenses related to the convertible bonds’ amortization to face value, accretion, cumulative dividend and deemed dividend to subsidiaries’ preferred shareholders and income tax effects of above non-GAAP reconciling items and adjustments for non-GAAP reconciling items for the net (loss) income from continuing operations attributable to non-controlling interest shareholders. After the non-GAAP reconciliation, non-GAAP net income from continuing operations attributable to controlling interests of JOYY Inc. is equal to the non-GAAP net income from continuing operations attributable to common shareholders of JOYY Inc. Basic and diluted non-GAAP net income from continuing operations per ADS is non-GAAP net income from continuing operations attributable to common shareholders of JOYY Inc. divided by weighted average number of ADS used in the calculation of basic and diluted net income per ADS. The Company believes that separate analysis and exclusion of the non-cash impact of above reconciling items adds clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses the non-GAAP financial measure for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measure is useful supplemental information for investors and analysts to assess its operating performance without the non-cash effect of (i) share-based compensation expenses and amortization of intangible assets from business acquisitions, fair value change on derivatives, interest expenses related to the convertible bonds’ amortization to face value, which have been and will continue to be significant recurring expenses in its business, (ii) impairment of goodwill and investments, gain on disposal of subsidiaries and business, (loss) gain on disposal and deemed disposal of investments, gain (loss) on fair value change of investments, reconciling items on the share of equity method investments, and accretion, cumulative dividend and deemed dividend to subsidiaries’ preferred shareholders, which may not be recurring in its business, and (iii) income tax expenses and non-GAAP adjustments for net (loss) income from continuing operations attributable to non-controlling interest shareholders, which are affected by above non-GAAP reconciling items. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from or as an alternative to the financial measure prepared in accordance with U.S. GAAP.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “JOYY Inc. Reconciliation of GAAP and Non-GAAP Results” near the end of this release.

Investor RelationsContact

JOYY Inc.

Jane Xie/Maggie Yan

Tel: +86 (20) 8212-0000

Email: IR@YY.com

ICR, Inc.

Jack Wang

Tel: +1 (646) 915-1611

Email: IR@YY.com

JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS

(All amounts in thousands, except share, ADS and per ADS data)

	December 31, 2019		September 30, 2020		September 30, 2020
	RMB		RMB		US
Assets
Current assets
Cash and cash equivalents		2,780,345		12,466,359
Restricted cash and cash equivalents		3,500		3,500
Short-term deposits		10,027,440		8,190,367
Restricted short-term deposits		653,034		504,312
Short-term investments		3,402,658		3,305,128
Accounts receivable, net		675,196		1,049,931
Amounts due from related parties		1,709		2,279
Financing receivables, net		105,344		1,469
Prepayments and other current assets		569,730		617,810
Assets held for sale		10,581,013		-
Total current assets		28,799,969		26,141,155
Non-current assets
Deferred tax assets		81,819		77,429
Investments^(1)^		1,983,483		8,375,126
Property and equipment, net		2,159,674		2,511,631
Land use rights, net		1,736,544		1,700,472
Intangible assets, net		3,134,778		2,544,297
Right-of-use assets, net		172,783		143,381
Goodwill		12,947,192		12,639,182
Financing receivables, net		129,380		128,627
Other non-current assets		289,131		157,274
Assets held for sale		774,730		-
Total non-current assets		23,409,514		28,277,419
Total assets		52,209,483		54,418,574
Liabilities, mezzanine equity and shareholders’ equity
Current liabilities
Accounts payable		120,826		108,245
Deferred revenue		548,303		579,704
Advances from customers		99,130		69,314
Income taxes payable		425,572		452,729
Accrued liabilities and other current liabilities		3,150,303		3,610,862
Amounts due to related parties		205,921		30,672
Lease liabilities due within one year		83,686		94,581
Short-term loans		557,203		1,004,125
Liabilities held for sale		2,446,677		-
Total current liabilities		7,637,621		5,950,232
Non-current liabilities
Convertible bonds		5,008,571		5,197,691
Lease liabilities		92,669		53,849
Deferred revenue		75,628		68,238
Deferred tax liabilities		264,639		302,708
Other non-current liabilities		11,495		-
Liabilities held for sale		235,023		-
Total non-current liabilities		5,688,025		5,622,486
Total liabilities		13,325,646		11,572,718

All values are in US Dollars.

JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS (CONTINUED)

(All amounts in thousands, except share, ADS and per ADS data)

			September 30, 2020			September 30, 2020
			RMB			US
Mezzanine equity	466,071			484,638
Shareholders’ equity
Class A common shares (US0.00001 par value; 10,000,000,000 and 10,000,000,000 shares authorized, 1,301,845,404 shares issued and 1,293,162,504 shares outstanding as of December 31, 2019; 1,312,572,924 shares issued and 1,293,160,576 shares outstanding as of September 30, 2020, respectively)	80			80
Class B common shares (US0.00001 par value; 1,000,000,000 and 1,000,000,000 shares authorized, 326,509,555 and 326,509,555 shares issued and outstanding as of December 31, 2019 and September 30, 2020, respectively)	24			24
Treasury Shares (US0.00001 par value; 8,682,900 and 19,412,348 shares held as of December 31, 2019 and September 30, 2020, respectively)	(168,072	)		(320,858	)		)
Additional paid-in capital	21,921,562			22,601,191
Statutory reserves	149,961			85,282
Retained earnings	10,272,122			19,834,864
Accumulated other comprehensive income	890,209			150,707
Total JOYY Inc.’s shareholders’ equity	33,065,886			42,351,290
Non-controlling interests	5,351,880			9,928
Total shareholders’ equity(2)	38,417,766			42,361,218
Total liabilities, mezzanine equity andshareholders’ equity	52,209,483			54,418,574

All values are in US Dollars.

(1)	Increase in the amounts of investments was mainly attributable to the Group's investment in Huya.<br>On April 3rd, 2020, Huya ceased to be a subsidiary of the Company and the Company recognized its investment in Huya as an equity<br>method investment.
(2)	On January 1, 2020, the Company adopted ASC326, “Financial Instruments-Credit Losses”<br>using modified-retrospective transition approach. Following the adoption of this guidance, a cumulative-effect adjustment to shareholders’<br>equity, amounting to RMB12.1 million, was recognized as of January 1, 2020.
---	---

JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended											Nine Months Ended
	September<br> <br>30,<br> <br>2019**			June<br> <br>30,<br> <br>2020			September<br> <br>30,<br> <br>2020			September 30, 2020		September<br> <br>30,<br> <br>2019			September<br> <br>30,<br> <br>2020			September 30, 2020
		RMB			RMB			RMB			US		RMB			RMB			US
	Net revenues
	Live streaming^(1)^		4,317,840			5,607,748			6,049,090					11,251,654			16,138,599
	Others		299,425			232,344			237,285					799,503			725,365
	Total net revenues		4,617,265			5,840,092			6,286,375					12,051,157			16,863,964
	Cost of revenues^(2)^		(2,854,546	)		(3,769,095	)		(3,961,719	)		)		(7,155,814	)		(10,739,492	)		)
	Gross profit		1,762,719			2,070,997			2,324,656					4,895,343			6,124,472
	Operating expenses^(2)^
	Research and development expenses		(538,089	)		(693,458	)		(636,015	)		)		(1,402,791	)		(1,895,637	)		)
	Sales and marketing expenses		(957,261	)		(909,825	)		(1,083,038	)		)		(2,393,235	)		(2,925,127	)		)
	General and administrative expenses		(312,516	)		(412,714	)		(280,831	)		)		(764,774	)		(891,681	)		)
	Total operating expenses		(1,807,866	)		(2,015,997	)		(1,999,884	)		)		(4,560,800	)		(5,712,445	)		)
	Other income		141,570			40,243			141,801					211,469			202,854
	Operating income		96,423			95,243			466,573					546,012			614,881
	Interest expenses		(123,456	)		(131,656	)		(135,193	)		)		(141,943	)		(391,364	)		)
	Interest income and investment income		116,598			162,519			152,429					291,900			429,341
	Foreign currency exchange gains (losses), net		15,748			3,246			(55,002	)		)		30,469			(63,735	)		)
	(Loss) gain on disposal and deemed disposal of investments^(3)^**		-			(13,444	)		2,040,359					-			2,135,818
(Loss) gain on fair value change of investments		(11,492	)		708,633			(39,792	)		)		2,652,642			1,002,635
Fair value change on derivatives		(1,753	)		2,174			(29,664	)		)		(1,753	)		(17,144	)		)
Other non-operating expenses		-			(4,257	)		(1,000	)		)		-			(17,257	)		)
Income before income tax expenses		92,068			822,458			2,398,710					3,377,327			3,693,175
Income tax expenses		(58,692	)		(187,246	)		(127,215	)		)		(285,959	)		(458,917	)		)
Income before share of income in equity method investments, net of income taxes		33,376			635,212			2,271,495					3,091,368			3,234,258
Share of income (loss) in equity method investments, net of income taxes		21,189			(23,544	)		26,550					35,337			(9,085	)		)
Net income from continuing operations		54,565			611,668			2,298,045					3,126,705			3,225,173
Net income from discontinued operations^(4)^		123,242			6,343,255			-					308,503			6,514,481
Net income		177,807			6,954,923			2,298,045					3,435,208			9,739,654
Less: Net income (loss) attributable to the non-controlling interest shareholders and the mezzanine equity classified as non-controlling interest shareholders		67,879			(43,062	)		(5,148	)		)		162,770			51,811
Net income attributable to controlling interest of JOYY Inc.		109,928			6,997,985			2,303,193					3,272,438			9,687,843
Including:
Net income from continuing operations attributable to controlling interest of JOYY Inc.		61,757			619,426			2,303,193					3,148,022			3,242,757
Net income from discontinued operations attributable to controlling interest of JOYY Inc.		48,171			6,378,559			-					124,416			6,445,086
Less: Accretion of subsidiaries’ redeemable convertible preferred shares to redemption value		9,715			9,865			9,642					28,556			29,212
Cumulative dividend on subsidiary’s Series A Preferred Shares		6,982			7,090			6,930					20,523			20,995
Net income attributable to common shareholders of JOYY Inc.		93,231			6,981,030			2,286,621					3,223,359			9,637,636
Including:
Net income from continuing operations attributable to common shareholders of JOYY Inc.		45,060			602,471			2,286,621					3,098,943			3,192,550
Net income from discontinued operations attributable to common shareholders of JOYY Inc.		48,171			6,378,559			-					124,416			6,445,086

All values are in US Dollars.

JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS (CONTINUED)

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended							Nine Months Ended
	September<br> <br>30,<br> <br>2019		June<br> <br>30,<br> <br>2020		September<br> <br>30,<br> <br>2020		September 30, 2020	September<br> <br>30,<br> <br>2019		September<br> <br>30,<br> <br>2020		September 30, 2020
	RMB		RMB		RMB		US	RMB		RMB		US
Net income per ADS
—Basic		1.16		87.69		28.49			42.24		120.55
Continuing operations		0.56		7.57		28.49			40.61		39.93
Discontinued operations		0.60		80.12		-			1.63		80.62
—Diluted		1.11		85.68		25.92			41.20		108.54
Continuing operations		0.56		7.39		25.92			39.79		38.67
Discontinued operations		0.55		78.29		-			1.41		69.87
Weighted average number of ADS used in calculating net income per ADS
—Basic		80,033,607		79,609,517		80,262,892			76,310,648		79,949,342
—Diluted		80,973,447		81,477,788		93,076,688			81,040,767		92,186,612

All values are in US Dollars.

(1)	Live streaming revenues by geographical areas were as follows:
	Three Months Ended							Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	September<br> <br>30,<br> <br>2019		June<br> <br>30,<br> <br>2020		September<br> <br>30,<br> <br>2020		September 30, 2020	September<br> <br>30,<br> <br>2019		September<br> <br>30,<br> <br>2020		September 30, 2020
	RMB		RMB		RMB		US	RMB		RMB		US
PRC		3,138,668		2,965,737		3,110,451			8,886,950		8,895,787
Non-PRC		1,179,172		2,642,011		2,938,639			2,364,704		7,242,812

All values are in US Dollars.

(2)	Share-based compensation was allocated in cost of revenues and operating expenses as follows:
	Three Months Ended							Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	September<br> <br>30,<br> <br>2019		June<br> <br>30,<br> <br>2020		September<br> <br>30,<br> <br>2020		September 30, 2020	September<br> <br>30<br> <br>2019		September<br> <br>30,<br> <br>2020		September 30, 2020
	RMB		RMB		RMB		US	RMB		RMB		US
Cost of revenues		12,111		9,637		13,676			33,734		34,962
Research and development expenses		105,002		92,465		86,504			309,883		266,969
Sales and marketing expenses		1,175		2,024		2,744			4,792		6,683
General and administrative expenses		46,223		91,019		85,254			145,718		221,475

All values are in US Dollars.

(3)	(Loss) gain on disposal and deemed disposal of investments mainly represented the gain from our further disposal of our equity<br>interest in Huya in the third quarter of 2020.
(4)	Gain from the disposal and deconsolidation amounted to around RMB6.4 billion was reported as part of the net income from discontinued<br>operations in the second quarter of 2020.
---	---

JOYY INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended							Nine Months Ended
	September30,<br><br> <br>2019		June<br> <br>30,<br> <br>2020		September 30,<br> <br>2020		September 30, 2020	September<br><br> <br>30,<br> <br>2019		September 30,<br> <br>2020		September 30, 2020
	RMB		RMB		RMB		US	RMB		RMB		US
Operating income		96,423		95,243		466,573			546,012		614,881
Share-based compensation expenses		164,511		195,145		188,178			494,127		530,089
Impairment of goodwill and investments		10,000		43,861		-			10,000		43,861
Amortization of intangible assets from<br><br> business acquisitions		193,487		175,043		171,085			444,227		532,317
Non-GAAP operating income		464,421		509,292		825,836			1,494,366		1,721,148

All values are in US Dollars.

Net income from continuing operations	54,565		611,668		2,298,045		338,464		3,126,705		3,225,173		475,017
Share-based compensation expenses	164,511		195,145		188,178		27,716		494,127		530,089		78,073
Impairment of goodwill and investments	10,000		43,861		-		-		10,000		43,861		6,460
Amortization of intangible assets from<br><br> business acquisitions	193,487		175,043		171,085		25,198		444,227		532,317		78,402
(Loss) gain on disposal and deemed <br><br>disposal of investments	-		13,444		(2,040,359	)	(300,512	)	-		(2,135,818	)	(314,572	)
(Loss) gain on fair value change of<br><br> investments^(1)^	11,492		(708,633	)	39,792		5,861		(2,652,642	)	(1,002,635	)	(147,672	)
Reconciling items on the share of equity<br><br> method investments^(1)^	(9,461	)	8,805		25,879		3,812		(13,997	)	37,117		5,467
Fair value change on derivatives	1,753		(2,174	)	29,664		4,369		1,753		17,144		2,525
Interest expenses related to the<br><br> convertible bonds’ amortization to<br><br> face value	100,885		106,908		107,728		15,867		105,172		316,878		46,671
Income tax effects on non-GAAP<br><br> adjustments	(40,166	)	42,452		(15,241	)	(2,245	)	(89,053	)	47,766		7,035
Non-GAAP net income from continuing<br><br> operations	487,066		486,519		804,771		118,530		1,426,292		1,611,892		237,406

	Three Months Ended											Nine Months Ended
	September30,<br><br> <br>2019			June<br> <br>30,<br> <br>2020			September 30,<br> <br>2020			September 30, 2020		September<br><br> <br>30,<br> <br>2019			September 30,<br> <br>2020			September 30, 2020
	RMB			RMB			RMB			US		RMB			RMB			US
Net income from continuing operations<br><br> attributable to common shareholders<br><br> of JOYY Inc.		45,060			602,471			2,286,621					3,098,943			3,192,550
Share-based compensation expenses		164,511			195,145			188,178					494,127			530,089
Impairment of goodwill and investments		10,000			43,861			-					10,000			43,861
Amortization of intangible assets from<br><br> business acquisitions		193,487			175,043			171,085					444,227			532,317
(Loss) gain on disposal and deemed <br><br>disposal of investments		-			13,444			(2,040,359	)		)		-			(2,135,818	)		)
(Loss) gain on fair value change of<br><br> investments		11,492			(708,633	)		39,792					(2,652,642	)		(1,002,635	)		)
Reconciling items on the share of equity<br><br> method investments		(9,461	)		8,805			25,879					(13,997	)		37,117
Fair value change on derivatives		1,753			(2,174	)		29,664					1,753			17,144
Interest expenses related to the <br><br>convertible bonds’ amortization to<br><br> face value		100,885			106,908			107,728					105,172			316,878
Accretion, cumulative dividend and<br><br> deemed dividend to subsidiaries’ <br><br>preferred shareholders		16,697			16,955			16,572					49,079			50,207
Income tax effects on non-GAAP<br><br> adjustments		(40,166	)		42,452			(15,241	)		)		(89,053	)		47,766
Non-GAAP adjustments for net income <br><br>(loss) attributable to the non-<br><br>controlling interest shareholders		(847	)		(688	)		(569	)		)		(1,666	)		19
Non-GAAP net income from continuing <br><br>operations attributable to controlling<br><br> interest and common shareholders of JOYY Inc.		493,411			493,589			809,350					1,445,943			1,629,495

All values are in US Dollars.

**<br><br>Non-GAAP net income from continuing operations per ADS**
—Basic	6.17	6.20	10.08	1.49	18.95	20.38	3.00
—Diluted	5.60	5.57	8.89	1.31	18.09	18.28	2.69
Weighted average number of ADS used in<br><br> calculating Non-GAAP net income<br><br> from continuing operations per ADS
—Basic	80,033,607	79,609,517	80,262,892	80,262,892	76,310,648	79,949,342	79,949,342
—Diluted	91,400,547	91,904,888	93,076,688	93,076,688	81,040,767	92,186,612	92,186,612
(1)	(Loss) gain on fair value change of equity investees’ investments was reclassified to the reconciling items on the equity<br>method investments from gain on fair value change of investments
---	---

JOYY INC.

UNAUDITED SEGMENT REPORT

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended
	September 30, 2020
	YY			Bigo			Elimination^(1)^			Total			Total
	RMB			RMB			RMB			RMB			US
Net revenues
Live streaming		2,770,876			3,278,214			-			6,049,090
Others		120,661			116,624			-			237,285
Total net revenues		2,891,537			3,394,838			-			6,286,375
Cost of revenues^(2)^		(1,624,172	)		(2,337,547	)		-			(3,961,719	)		)
Gross profit		1,267,365			1,057,291			-			2,324,656
Operating expenses^(2)^
Research and development expenses		(303,147	)		(332,868	)		-			(636,015	)		)
Sales and marketing expenses		(230,230	)		(852,808	)		-			(1,083,038	)		)
General and administrative expenses		(90,752	)		(190,079	)		-			(280,831	)		)
Total operating expenses		(624,129	)		(1,375,755	)		-			(1,999,884	)		)
Other income		135,286			6,515			-			141,801
Operating income (loss)		778,522			(311,949	)		-			466,573
Other non-operating expenses		(1,000	)		-			-			(1,000	)		)
Interest expenses		(127,167	)		(12,516	)		4,490			(135,193	)		)
Interest income and investment income		156,780			139			(4,490	)		152,429
Foreign currency exchange gains (loss), net		1,014			(56,016	)		-			(55,002	)		)
Fair value change on derivatives		(29,664	)		-			-			(29,664	)		)
Gain on disposal and deemed disposal of investments		2,040,359			-			-			2,040,359
Loss on fair value change of investments		(39,792	)		-			-			(39,792	)		)
Income (loss) before income tax expenses		2,779,052			(380,342	)		-			2,398,710
Income tax expenses		(124,579	)		(2,636	)		-			(127,215	)		)
Income (loss) before share of loss in equity<br><br> method investments, net of income taxes		2,654,473			(382,978	)		-			2,271,495
Share of gain in equity method investments,<br><br> net of income taxes		26,550			-			-			26,550
Net income (loss) from continuing operations		2,681,023			(382,978	)		-			2,298,045

All values are in US Dollars.

(1)	The elimination mainly consists of interest income and interest expenses generated from the loan between YY and Bigo segments.
(2)	Share-based compensation was allocated in cost of revenues and operating expenses as follows:
---	---
	Three Months Ended
---	---	---	---	---	---	---	---	---
	September 30, 2020
	YY			Bigo		Total		Total
	RMB			RMB		RMB		US
Cost of revenues		9,738			3,938		13,676
Research and development expenses		36,643			49,861		86,504
Sales and marketing expenses		1,772			972		2,744
General and administrative expenses		(7,860	)		93,114		85,254

All values are in US Dollars.

JOYY INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTSOF UNAUDITED SEGMENT REPORT

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended
	September 30, 2020
	YY			Bigo			Total			Total
	RMB			RMB			RMB			US
Operating income (loss)		778,522			(311,949	)		466,573
Share-based compensation expenses		40,293			147,885			188,178
Amortization of intangible assets from business acquisitions		-			171,085			171,085
Non-GAAP operating income		818,815			7,021			825,836
Net income (loss) from continuing operations		2,681,023			(382,978	)		2,298,045
Share-based compensation expenses		40,293			147,885			188,178
Amortization of intangible assets from business acquisitions		-			171,085			171,085
Gain on disposal and deemed disposal of investments		(2,040,359	)		-			(2,040,359	)		)
Loss on fair value change of investments		39,792			-			39,792
Reconciling items on the share of equity method investments		25,879			-			25,879
Fair value change on derivatives		29,664			-			29,664
Interest expenses related to the convertible bonds’ amortization to face value		107,728			-			107,728
Income tax effects on non-GAAP adjustments		(7,248	)		(7,993	)		(15,241	)		)
Non-GAAP net income (loss) from continuing operations		876,772			(72,001	)		804,771

All values are in US Dollars.

JOYY INC.

UNAUDITED SEGMENT REPORT

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended
	June 30, 2020
	YY			Bigo			Elimination^(1)^			Total			Total
	RMB			RMB			RMB			RMB			US
Net revenues
Live streaming		2,661,788			2,945,960			-			5,607,748
Others		115,618			116,726			-			232,344
Total net revenues		2,777,406			3,062,686			-			5,840,092
Cost of revenues^(2)^		(1,583,125	)		(2,185,970	)		-			(3,769,095	)		)
Gross profit		1,194,281			876,716			-			2,070,997
Operating expenses^(2)^
Research and development expenses		(292,459	)		(400,999	)		-			(693,458	)		)
Sales and marketing expenses		(224,955	)		(684,870	)		-			(909,825	)		)
General and administrative expenses		(232,427	)		(180,287	)		-			(412,714	)		)
Total operating expenses		(749,841	)		(1,266,156	)		-			(2,015,997	)		)
Other income		31,679			8,564			-			40,243
Operating income (loss)		476,119			(380,876	)		-			95,243
Other non-operating expenses		-			(4,257	)		-			(4,257	)		)
Interest expenses		(126,282	)		(14,231	)		8,857			(131,656	)		)
Interest income and investment income		171,299			77			(8,857	)		162,519
Foreign currency exchange gains, net		2,839			407			-			3,246
Fair value change on derivatives		2,174			-			-			2,174
Loss on disposal and deemed disposal of investments		(13,444	)		-			-			(13,444	)		)
Gain on fair value change of investments		708,633			-			-			708,633
Income (loss) before income tax expenses		1,221,338			(398,880	)		-			822,458
Income tax (expenses) benefits		(203,468	)		16,222			-			(187,246	)		)
Income (loss) before share of loss in equity method investments, net of income taxes		1,017,870			(382,658	)		-			635,212
Share of loss in equity method investments, net of income taxes		(23,544	)		-			-			(23,544	)		)
Net income (loss) from continuing operations		994,326			(382,658	)		-			611,668

All values are in US Dollars.

(1)	The elimination mainly consists of interest income and interest expenses generated from the loan between YY and Bigo segments.
(2)	Share-based compensation was allocated in cost of revenues and operating expenses as follows:
---	---
	Three Months Ended
---	---	---	---	---	---	---	---
	June 30, 2020
	YY		Bigo		Total		Total
	RMB		RMB		RMB		US
Cost of revenues		1,103		8,534		9,637
Research and development expenses		26,528		65,937		92,465
Sales and marketing expenses		816		1,208		2,024
General and administrative expenses		53,199		37,820		91,019

All values are in US Dollars.

JOYY INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTSOF UNAUDITED SEGMENT REPORT

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended
	June 30, 2020
		YY		Bigo		Total		Total
		RMB		RMB		RMB		US
Operating income (loss)		476,119		(380,876	)	95,243		13,480
Share-based compensation expenses		81,646		113,499		195,145		27,621
Impairment of goodwill and investments		43,861		-		43,861		6,208
Amortization of intangible assets from business acquisitions		-		175,043		175,043		24,776
Non-GAAP operating income (loss)		601,626		(92,334	)	509,292		72,085
Net income (loss) from continuing operations		994,326		(382,658	)	611,668		86,574
Share-based compensation expenses		81,646		113,499		195,145		27,621
Impairment of goodwill and investments		43,861		-		43,861		6,208
Amortization of intangible assets from business acquisitions		-		175,043		175,043		24,776
Loss on disposal and deemed disposal of investments		13,444		-		13,444		1,903
Gain on fair value change of investments		(708,633	)	-		(708,633	)	(100,300
Reconciling items on the share of equity method investments		8,805		-		8,805		1,246
Fair value change on derivatives		(2,174	)	-		(2,174	)	(308
Interest expenses related to the convertible bonds’ amortization to face value		106,908		-		106,908		15,132
Income tax effects on non-GAAP adjustments		65,180		(22,728	)	42,452		6,009
Non-GAAP net income (loss) from continuing operations		603,363		(116,844	)	486,519		68,861

All values are in US Dollars.

JOYY INC.

UNAUDITED SEGMENT REPORT

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended
	September 30, 2019
	YY			Bigo			Elimination^(1)^			Total			Total
	RMB			RMB			RMB			RMB			US
Net revenues
Live streaming		2,899,044			1,418,796			-			4,317,840
Others		181,006			118,419			-			299,425
Total net revenues		3,080,050			1,537,215			-			4,617,265
Cost of revenues^(2)^		(1,729,389	)		(1,125,157	)		-			(2,854,546	)		)
Gross profit		1,350,661			412,058			-			1,762,719
Operating expenses^(2)^
Research and development expenses		(249,620	)		(288,469	)		-			(538,089	)		)
Sales and marketing expenses		(340,619	)		(616,642	)		-			(957,261	)		)
General and administrative expenses		(225,281	)		(87,235	)		-			(312,516	)		)
Total operating expenses		(815,520	)		(992,346	)		-			(1,807,866	)		)
Other income		136,535			5,035			-			141,570
Operating income (loss)		671,676			(575,253	)		-			96,423
Interest expenses		(123,456	)		(11,078	)		11,078			(123,456	)		)
Interest income and investment income		127,068			608			(11,078	)		116,598
Foreign currency exchange (losses) gains, net		2,798			12,950			-			15,748
Fair value change on derivatives		(1,753	)		-			-			(1,753	)		)
Loss on fair value change of investments		(11,492	)		-			-			(11,492	)		)
Income (loss) before income tax expenses		664,841			(572,773	)		-			92,068
Income tax (expenses) benefits		(146,835	)		88,143			-			(58,692	)		)
Income (loss) before share of income in equity method investments, net of income taxes		518,006			(484,630	)		-			33,376
Share of income in equity method investments, net of income taxes		21,189			-			-			21,189
Net income (loss) from continuing operations		539,195			(484,630	)		-			54,565

All values are in US Dollars.

(1)	The elimination mainly consists of interest income and interest expenses generated from the loan between YY and Bigo segments.
(2)	Share-based compensation was allocated in cost of revenues and operating expenses as follows:
---	---
	Three Months Ended
---	---	---	---	---	---	---	---
	September 30, 2019
	YY		Bigo		Total		Total
	RMB		RMB		RMB		US
Cost of revenues		5,043		7,068		12,111
Research and development expenses		26,848		78,154		105,002
Sales and marketing expenses		419		756		1,175
General and administrative expenses		41,265		4,958		46,223

All values are in US Dollars.

JOYY INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTSOF UNAUDITED SEGMENT REPORT

(All amounts in thousands, except share, ADS and per ADS data)

	Three Months Ended
	September 30, 2019
	YY			Bigo			Total			Total
	RMB			RMB			RMB			US
Operating income (loss)		671,676			(575,253	)		96,423
Share-based compensation expenses		73,575			90,936			164,511
Impairment of goodwill and investments		10,000			-			10,000
Amortization of intangible assets from business acquisitions		-			193,487			193,487
Non-GAAP operating income (loss)		755,251			(290,830	)		464,421
Net income (loss) from continuing operations		539,195			(484,630	)		54,565
Share-based compensation expenses		73,575			90,936			164,511
Impairment of goodwill and investments		10,000			-			10,000
Amortization of intangible assets from business acquisitions		-			193,487			193,487
Gain on fair value change of investments		11,492			-			11,492
Reconciling items on the share of equity method investments		(9,461	)		-			(9,461	)		)
Fair value change on derivatives		1,753			-			1,753
Interest expenses related to the convertible bonds’ amortization to face value		100,885			-			100,885
Income tax effects on non-GAAP adjustments		(188	)		(39,978	)		(40,166	)		)
Non-GAAP net income (loss) from continuing operations		727,251			(240,185	)		487,066

All values are in US Dollars.