6-K

JOYY Inc. (JOYY)

6-K 2020-08-13 For: 2020-08-13
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Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934


For the month of August 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 þ Form 40-F o

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

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: August 13, 2020

Exhibit 99.1

JOYY Reports Second Quarter 2020 UnauditedFinancial Results

Guangzhou, China, August 12, 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 second quarter of 2020.

Second Quarter 2020Financial Highlights^1^

· Net revenues increased by 36.3% to RMB5,840.1 million (US$826.6 million) from RMB4,284.8<br>million in the corresponding period of 2019.
· Net income from continuing operations attributable to controlling interest of JOYY Inc.^2^<br>was RMB619.4 million (US$87.7 million), compared to net loss RMB6.1 million in the corresponding period of 2019, primarily due<br>to the impact of income from fair value change in investment.
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· Non-GAAP net income from continuing operations attributable to controlling interest and commonshareholders of JOYY Inc.^3^ increased by 38.3%<br>to RMB493.6 million (US$69.9 million) from RMB357.0 million in the corresponding period of 2019, primarily due to the decrease<br>in the operation loss of Bigo Inc (“Bigo”).
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^1^ On April 3, 2020, the Company transferred 16,523,819 Class B ordinary shares of HUYA Inc. (NYSE: HUYA) (“Huya”) to Linen Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited (“Tencent”) for an aggregate purchase price of approximately US$262.6 million, pursuant to Tencent’s exercise of its option to purchase additional shares of Huya from JOYY. Immediately after the closing of such share transfer, Tencent increased its voting power in Huya to 50.1% on a fully-diluted basis, or 50.9% calculated based on the then total issued and outstanding shares of Huya, and started to consolidate financial statements of Huya. Starting from the second quarter of 2020, the Company deconsolidated 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 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 apply the equity method accounting one quarter in arrears to enable the Company to provide its financial disclosures regardless of Huya's reporting schedule, which may be different with that of the Company. 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 RMB125.8 million (US$17.8 million) and RMB363.1 million in the second quarters of 2020 and 2019, respectively. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for more details.

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Second Quarter 2020Operational Highlights

· Global average mobile MAUs^4^<br>increased by 21.0% to 457.1 million, among that 91.0% were from markets outside of China.
· Average mobile MAUs of Likee (formerly known as Like) increased by 86.2% to 150.3 million<br>from 80.7 million in the corresponding period of 2019.
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· Average mobile MAUs of global live streaming services increased by 20.4% to 102.3 million<br>from 85.0 million in the corresponding period of 2019, among that (i) 41.2 million were from YY, which increased by 6.0% year over<br>year; and (ii) 61.1 million were from outside of China, including 29.4 million from Bigo Live, which increased by 41.3% year over<br>year, and 31.7 million from HAGO, which increased by 25.3% year over year.
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· Average mobile MAUs of video communication service was 204.4 million.
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· Totalnumber of paying users^5^ of YY decreased<br>by 2.2% to 4.1 million from 4.2 million in the corresponding period of 2019, primarily due to the impact of COVID-19.
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Mr. David Xueling Li, Chairman and Chief Executive Officer of JOYY, commented, “During the second quarter of 2020, we maintained our focus on empowering our live streaming and short-form video dual-growth engine as we continued to upgrade our platforms, localize our operations, and create joyful experiences for people around the world. To help people cope with the difficulties of COVID-19, we leveraged Bigo Live and our extensive global coverage to launch a series of online charity events, including a 24-hour non-stop globe charity concert, to enhance Bigo Live’s brand recognition in various markets and fuel the platform’s robust operating performance. As a result, during the quarter, Bigo Live’s mobile MAUs and paying users achieved very impressive growth, and live streaming revenues of Bigo segment contributed more than half of our total live streaming revenues for the first time ever. On the short-form video front, we also focused on cultivating Likee’s global ecosystem by diversifying its content offerings, refining its product features, and tailoring its expansion initiatives to different regions. Likee’s total MAUs increased by 86.2% year over year to 150.3 million in the second quarter of 2020. Meanwhile, we also continued to pave the way for Hago’s future growth by refining its social features to cultivate the platform’s social atmosphere and enhance its monetization capabilities.”

Mr. Li continued, “On the domestic front, we continued to strengthen our leadership in China’s entertainment live streaming industry by further diversifying YY Live’s live streaming content offerings through the introduction of new live streaming celebrity variety shows and more diverse live streaming channels. Looking ahead, we believe that our thriving global ecosystem will enable our network effects to strengthen, product matrix synergies to evolve, and user base to expand. Despite the outbreak of COVID-19 and resulting macroeconomic and geopolitical uncertainty, we believe that the global landscape for live streaming and short-form videos remains promising, and we plan to uphold our commitment to building a truly world-class video-based social media platform for all.”

^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.

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Mr. Bing Jin, Chief Financial Officer of JOYY, further commented, “Despite the myriad of challenges we have faced from the COVID-19 outbreak and geopolitical uncertainties, we once again delivered strong financial results. In the second quarter of 2020, our total revenues grew by 36.3% year over year to RMB5.84 billion, exceeding the high-end of our previous guidance. In particular, the Bigo segment’s revenue grew by 148.8% year over year to RMB 3,062.7 million, mostly driven by live streaming revenue growth. While the impact of COVID-19 on the macro economy is generally impossible to predict, we are confident that the underlying strength of our business model, sufficient cash reserves, and strong cash generation capabilities will enable us to sustain our growth momentum going forward. As such, our long-term plans remain largely unchanged, and we will continue to invest in cultivating our global live streaming and short-from video ecosystem to empower our dual-growth engine.”

Second Quarter 2020Financial Results


NET REVENUES

Net revenues increased by 36.3% to RMB5,840.1 million (US$826.6 million) in the second quarter of 2020 from RMB4,284.8 million in the corresponding period of 2019, primarily driven by an increase in live streaming revenues in Bigo segment.

Live streaming revenues increased by 40.1% to RMB5,607.7 million (US$793.7 million) in the second quarter of 2020 from RMB4,001.3 million in the corresponding period of 2019, primarily attributable to the continued live streaming revenues growth in Bigo segment.

Other revenues decreased by 18.0% to RMB232.3 million (US$32.9 million) in the second quarter of 2020 from RMB283.5 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 50.8% to RMB3,769.1 million (US$533.5 million) in the second quarter of 2020 from RMB2,499.0 million in the corresponding period of 2019. Revenue-sharing fees and content costs increased to RMB2,597.4 million (US$367.6 million) in the second quarter of 2020 from RMB1,793.7 million in the corresponding period of 2019 as a result of the increase in live streaming revenues of the Company. Bandwidth costs increased to RMB280.7 million (US$39.7 million) in the second quarter of 2020 from RMB228.1 million in the corresponding period of 2019, as the overseas user base and time spent continued to expand following the consolidation of Bigo.

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Gross profit increased by 16.0% to RMB2,071.0 million (US$293.1 million) in the second quarter of 2020 from RMB1,785.7 million in the corresponding period of 2019. Gross margin was 35.5% in the second quarter of 2020, compared to 41.7% 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 second quarter of 2020, compared to the corresponding period of 2019.

OPERATING INCOME

Operating expenses were RMB2,016.0 million (US$285.3 million) in the second quarter of 2020, compared to RMB1,791.6 million in the corresponding period of 2019. Among the operating expenses, sales and marketing expenses decreased to RMB909.8 million (US$128.8 million) in the second quarter of 2020 from RMB979.9 million in the corresponding period of 2019, primarily due to the Company’s less spending in sales and marketing activities in overseas markets due to the COVID-19 outbreak. Research and development expenses increased to RMB693.5 million (US$98.2 million) in the second quarter of 2020 from RMB550.0 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.

Operating income was RMB95.2 million (US$13.5 million) in the second quarter of 2020, compared to RMB4.3 million in the corresponding period of 2019. Operating margin was 1.6% in the second quarter of 2020, compared to 0.1% in the corresponding period of 2019, primarily due to the decrease in operation loss of Bigo segment.

Non-GAAP operating income^6^ increased by 24.6% to RMB509.3 million (US$72.1 million) in the second quarter of 2020 from RMB408.7 million in the corresponding period of 2019. Non-GAAP operating margin^7^ was 8.7% in the second quarter of 2020, compared to 9.5% in the corresponding period of 2019.

NET INCOME

Net income from continuing operations attributable to controlling interest of JOYY Inc. was RMB619.4 million (US$87.7 million) in the second quarter of 2020, compared to net loss RMB6.1 million in the corresponding period of 2019. Net margin was 10.6% in the second quarter of 2020, compared to negative 0.1% in the corresponding period of 2019, mainly due to the income from fair value gain resulting in fair value change in an investment which recorded observable price change in the second quarter of 2020.

^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.

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Non-GAAP net income from continuing operations attributable to controlling interest and common shareholders of JOYY Inc. increased by 38.3% to RMB493.6 million (US$69.9 million) in the second quarter of 2020 from RMB357.0 million in the corresponding period of 2019. Non-GAAP net margin^8^ increased to 8.5% in the second quarter of 2020 from 8.3% in the corresponding period of 2019.


NET INCOME PERADS

Diluted net income from continuing operations per ADS^9^ was RMB7.39 (US$1.05) in the second quarter of 2020, compared to diluted net loss from continuing operations per ADS RMB0.28 in the corresponding period of 2019.

Non-GAAP diluted net income from continuing operations per ADS^10^ increased by 27.2% to RMB5.57 (US$0.79) in the second quarter of 2020 from RMB4.38 in the corresponding period of 2019.

BALANCE SHEET ANDCASH FLOWS

As of June 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 RMB19,360.5 million (US$2,740.3 million). For the second quarter of 2020, net cash from operating activities was RMB840.8 million (US$119.0 million).

SHARES OUTSTANDING

As of June 30, 2020, the Company had a total of 1,616.1 million common shares, or the equivalent of 80.8 million ADSs, outstanding.

Business Outlook

For the third quarter of 2020, the Company expects net revenues to be between RMB5.85 billion and RMB6.00 billion, representing a year-over-year growth of 26.7% to 29.9%, excluding the revenue contribution from Huya in the same period of last year. This forecast considers the potential impact of the COVID-19 outbreak and reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly as to the potential impact of the COVID-19 on the economy in China and elsewhere.

^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.

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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 second 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 second quarter of 2020, which is expected to be paid on September 18, 2020 to shareholders of record as of the close of business on September 4, 2020. The ex-dividend date will be September 3, 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 August 10, 2020, the Company entered into a definitive share transfer agreement with Linen Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited (“Tencent”), pursuant to which the Company will transfer 30,000,000 Class B ordinary shares of HUYA Inc. (NYSE: HUYA) (“Huya”), a leading game live streaming platform in China, to Tencent for an aggregate purchase price of US$810.0 million in cash. The share transfer is subject to customary closing conditions. Immediately after the closing of such share transfer, the Company would hold 38,374,463 Class B ordinary shares of Huya.

Conference Call Information

The Company will hold a conference call on 9:00 PM U.S. Eastern Time on Wednesday, August 12, 2020 (9:00 AM Beijing/Hong Kong Time on Thursday, August 13, 2020) to discuss the financial results. Details for the conference call are as follows:

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

Conference ID: #1085396

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/1085396

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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 August 20, 2020, by dialing the following numbers:

United States: +1-646-254-3697
International: +61-2-8199-0299
Conference ID: #1085396

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 RMB7.0651 to US$1.00, the noon buying rate in effect on June 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.

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 YY Live, a leading live streaming social media platform in China. In addition, JOYY completed the acquisition of Bigo in March 2019. Bigo is a fast-growing global tech company. Headquartered in Singapore, Bigo owns 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.

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.

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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, 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, 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, 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, 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, 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, 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, gain on 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.

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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.

Matthew Zhao

Maggie Yan

Tel: +86 (20) 8212-0000

Email: IR@YY.com

ICR, Inc.

Jack Wang

Tel: +1 (646) 915-1611

Email: IR@YY.com


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JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS

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

December<br> 31,<br> 2019 June<br> 30,<br> 2020 June 30, 2020
RMB RMB US
Assets
Current assets
Cash and cash equivalents 2,780,345 4,756,617
Restricted cash and cash equivalents 3,500 3,500
Short-term deposits 10,027,440 10,171,997
Restricted short-term deposits 653,034 503,040
Short-term investments 3,402,658 3,925,328
Accounts receivable, net 675,196 946,684
Amounts due from related parties 1,709 13,581
Financing receivables, net 105,344 32,216
Prepayments and other current assets 569,730 619,324
Assets held for sale 10,581,013 -
Total current assets 28,799,969 20,972,287
Non-current assets
Deferred tax assets 81,819 82,732
Investments^(1)^ 1,983,483 10,997,816
Property and equipment, net 2,159,674 2,374,904
Land use rights, net 1,736,544 1,712,496
Intangible assets, net 3,134,778 2,813,681
Right-of-use assets, net 172,783 161,688
Goodwill 12,947,192 13,138,748
Financing receivables, net 129,380 129,389
Other non-current assets 289,131 346,928
Assets held for sale 774,730 -
Total non-current assets 23,409,514 31,758,382
Total assets 52,209,483 52,730,669
Liabilities, mezzanine equity and shareholders’ equity
Current liabilities
Accounts payable 120,826 132,177
Deferred revenue 548,303 572,704
Advances from customers 99,130 94,948
Income taxes payable 425,572 432,757
Accrued liabilities and other current liabilities 3,150,303 3,282,825
Amounts due to related parties 205,921 31,105
Lease liabilities due within one year 83,686 99,301
Short-term loans 557,203 1,062,770
Liabilities held for sale 2,446,677 -
Total current liabilities 7,637,621 5,708,587
Non-current liabilities
Convertible bonds 5,008,571 5,293,255
Lease liabilities 92,669 72,496
Deferred revenue 75,628 66,363
Deferred tax liabilities 264,639 319,475
Other non-current liabilities 11,495 -
Liabilities held for sale 235,023 -
Total non-current liabilities 5,688,025 5,751,589
Total liabilities 13,325,646 11,460,176

All values are in US Dollars.

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JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS (CONTINUED)

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

June<br> 30,<br> 2020 June 30, 2020
RMB US
Mezzanine equity 466,071 493,531
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; 1,309,725,264 shares issued and 1,289,554,068 shares outstanding as of June 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 June 30, 2020, respectively) 24 24
Treasury Shares (US0.00001 par value; 8,682,900 and 20,171,196 shares held as of December 31, 2019 and June 30, 2020, respectively) (168,072 ) (320,858 ) )
Additional paid-in capital 21,921,562 22,372,972
Statutory reserves 149,961 85,282
Retained earnings 10,272,122 17,691,628
Accumulated other comprehensive income 890,209 919,491
Total JOYY Inc.’s shareholders’ equity 33,065,886 40,748,619
Non-controlling interests 5,351,880 28,343
Total shareholders’ equity(2) 38,417,766 40,776,962
Total liabilities, mezzanine equity and
shareholders’ equity 52,209,483 52,730,669

All values are in US Dollars.

(1) Increase in the amounts of investments was mainly attributable to the Group's investment in Huya. On April 3rd, 2020, Huya ceased to be a subsidiary of the Company and the Company recognized its investment in Huya as an equity method investment.

(2) On January 1, 2020, the Company adopted ASC326, “Financial Instruments-Credit Losses” using modified-retrospective transition approach. Following the adoption of this guidance, a cumulative-effect adjustment to shareholders’ equity, amounting to RMB12.1 million, was recognized as of January 1, 2020.

| 11 |

| --- |

JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS

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

Three Months Ended Six Months Ended
June 30, 2019 March<br> 31,<br> 2020 June<br> 30,<br> 2020 June 30, 2020 June <br> 30,<br> 2019 June <br> 30,<br> 2020 June 30, 2020
RMB RMB RMB US RMB RMB US
Net revenues
Live streaming^(1)^ 4,001,276 4,481,761 5,607,748 6,933,814 10,089,509
Others 283,510 255,736 232,344 500,078 488,080
Total net revenues 4,284,786 4,737,497 5,840,092 7,433,892 10,577,589
Cost of revenues^(2)^ (2,499,048 ) (3,008,678 ) (3,769,095 ) ) (4,301,268 ) (6,777,773 ) )
Gross profit 1,785,738 1,728,819 2,070,997 3,132,624 3,799,816
Operating expenses^(2)^
Research and development expenses (550,010 ) (566,164 ) (693,458 ) ) (864,702 ) (1,259,622 ) )
Sales and marketing expenses (979,902 ) (932,264 ) (909,825 ) ) (1,435,974 ) (1,842,089 ) )
General and administrative expenses (261,645 ) (198,136 ) (412,714 ) ) (452,258 ) (610,850 ) )
Total operating expenses (1,791,557 ) (1,696,564 ) (2,015,997 ) ) (2,752,934 ) (3,712,561 ) )
Other income 10,075 20,810 40,243 69,899 61,053
Operating income 4,256 53,065 95,243 449,589 148,308
Interest expenses (12,268 ) (124,515 ) (131,656 ) ) (18,487 ) (256,171 ) )
Interest income and investment income 81,598 114,393 162,519 175,302 276,912
Foreign currency exchange gains (losses), net 13,014 (11,979 ) 3,246 14,721 (8,733 ) )
Gain (loss) on deemed disposal and disposal of investments - 108,903 (13,444 ) ) - 95,459
Gain on fair value change of investments 14,291 333,794 708,633 2,664,134 1,042,427
Fair value change on derivatives - 10,346 2,174 - 12,520
Other non-operating expenses - (12,000 ) (4,257 ) ) - (16,257 ) )
Income before income tax expenses 100,891 472,007 822,458 3,285,259 1,294,465
Income tax expenses (122,264 ) (144,456 ) (187,246 ) ) (227,267 ) (331,702 ) )
(Loss) income before share of income (loss) in equity method investments, net of income taxes (21,373 ) 327,551 635,212 3,057,992 962,763
Share of income (loss) in equity method investments, net of income taxes 6,991 (12,091 ) (23,544 ) ) 14,148 (35,635 ) )
Net<br> (loss) income from continuing operations (14,382 ) 315,460 611,668 3,072,140 927,128
Net income from discontinued operations^(3)^ 121,801 171,226 6,343,255 185,261 6,514,481
Net income 107,419 486,686 6,954,923 3,257,401 7,441,609
Less: Net income (loss) attributable to the non-controlling interest shareholders and the mezzanine equity classified as non-controlling interest shareholders 65,342 100,021 (43,062 ) ) 94,891 56,959
Net income attributable to controlling interest of JOYY Inc. 42,077 386,665 6,997,985 3,162,510 7,384,650
Including:
Net (loss) income from continuing operations attributable to controlling interest of JOYY Inc. (6,140 ) 320,138 619,426 3,086,265 939,564
Net income from discontinued operations attributable to controlling interest of JOYY Inc. 48,217 66,527 6,378,559 76,245 6,445,086
Less: Accretion of subsidiaries’ redeemable convertible preferred shares to redemption value 9,476 9,705 9,865 18,841 19,570
Cumulative dividend on subsidiary’s Series A Preferred Shares 6,811 6,975 7,090 13,541 14,065
Net income attributable to common shareholders of JOYY Inc. 25,790 369,985 6,981,030 3,130,128 7,351,015
Including:
Net (loss) income from continuing operations attributable to common shareholders of JOYY Inc. (22,427 ) 303,458 602,471 3,053,883 905,929
Net income from discontinued operations attributable to common shareholders of JOYY Inc. 48,217 66,527 6,378,559 76,245 6,445,086

All values are in US Dollars.

| 12 |

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JOYY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS (CONTINUED)

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

Three Months Ended Six Months Ended
June<br> <br>30,<br> <br>2019 March<br> <br>31,<br> <br>2020 June<br> <br>30,<br> <br>2020 June 30, 2020 June<br> <br>30,<br> <br>2019 June<br> <br>30,<br> <br>2020 June 30, 2020
RMB RMB RMB US RMB RMB US
Net income (loss) per ADS
—Basic 0.32 4.63 87.69 42.06 92.12
Continuing operations (0.28 ) 3.79 7.57 41.04 11.35
Discontinued operations 0.60 0.84 80.12 1.02 80.77
—Diluted 0.28 4.49 85.68 41.31 90.20
Continuing operations (0.28 ) 3.73 7.39 40.38 11.12
Discontinued operations 0.56 0.76 78.29 0.93 79.08
Weighted average number of ADS used in calculating net income (loss) per ADS
—Basic 79,682,966 79,980,844 79,609,517.04 74,418,556 79,795,181
—Diluted 79,682,966 81,410,241 81,477,788.68 75,764,380 81,446,128

All values are in US Dollars.

(1) Live streaming revenues by geographical areas were as follows:
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
June<br> <br>30,<br> <br>2019 March<br> <br>31,<br> <br>2020 June<br> <br>30,<br> <br>2020 June 30, 2020 June<br> <br>30,<br> <br>2019 June<br> <br>30,<br> <br>2020 June 30, 2020
RMB RMB RMB US RMB RMB US
PRC 3,108,244 2,819,599 2,965,737 5,748,282 5,785,336
Non-PRC 893,032 1,662,162 2,642,011 1,185,532 4,304,173

All values are in US Dollars.

(2) Share-based compensation was allocated in cost of revenues and operating expenses as follows:
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
June<br> <br>30,<br> <br>2019 March<br> <br>31,<br> <br>2020 June<br> <br>30,<br> <br>2020 June 30, 2020 June<br> <br>30,<br> <br>2019 June<br> <br>30,<br> <br>2020 June 30, 2020
RMB RMB RMB US RMB RMB US
Cost of revenues 11,334 11,649 9,637 21,623 21,286
Research and development expenses 146,098 88,000 92,465 204,881 180,465
Sales and marketing expenses 2,545 1,915 2,024 3,617 3,939
General and administrative expenses 55,696 45,202 91,019 99,495 136,221

All values are in US Dollars.

(3) 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.
| 13 |

| --- |

JOYY INC.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

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

Three Months Ended Six Months Ended
June<br> <br>30,<br> <br>2019 March<br> <br>31,<br> <br>2020 June<br> <br>30,<br> <br>2020 June 30, 2020 June<br> <br>30,<br> <br>2019 June<br> <br>30,<br> <br>2020 June 30, 2020
RMB RMB RMB US RMB RMB US
Operating income 4,256 53,065 95,243 449,589 148,308
Share-based compensation expenses 215,673 146,766 195,145 329,616 341,911
Impairment of goodwill and investments - - 43,861 - 43,861
Amortization of intangible assets from business acquisitions 188,740 186,189 175,043 250,740 361,232
Non-GAAP operating income 408,669 386,020 509,292 1,029,945 895,312
Net (loss) income from continuing operations (14,382 ) 315,460 611,668 3,072,140 927,128
Share-based compensation expenses 215,673 146,766 195,145 329,616 341,911
Impairment of goodwill and investments - - 43,861 - 43,861
Amortization of intangible assets from business acquisitions 188,740 186,189 175,043 250,740 361,232
(Gain) loss on deemed disposal and disposal of investments - (108,903 ) 13,444 - (95,459 ) )
Gain on fair value change of investments^(1)^ (14,291 ) (333,794 ) (708,633 ) ) (2,664,134 ) (1,042,427 ) )
Reconciling items on the share of equity method investments^(1)^ 959 2,433 8,805 (4,536 ) 11,238
Fair value change on derivative - (10,346 ) (2,174 ) ) - (12,520 ) )
Interest expenses related to the convertible bonds’ amortization to face value 4,287 102,242 106,908 4,287 209,150
Income tax effects on non-GAAP adjustments (31,891 ) 20,555 42,452 (48,887 ) 63,007
Non-GAAP net income from continuing operations 349,095 320,602 486,519 939,226 807,121
Net (loss) income from continuing operations attributable to common shareholders of JOYY Inc. (22,427 ) 303,458 602,471 3,053,883 905,929
Share-based compensation expenses 215,673 146,766 195,145 329,616 341,911
Impairment of goodwill and investments - - 43,861 - 43,861
Amortization of intangible assets from business acquisitions 188,740 186,189 175,043 250,740 361,232
(Gain) loss on deemed disposal and disposal of investments - (108,903 ) 13,444 - (95,459 ) )
Gain on fair value change of investments (14,291 ) (333,794 ) (708,633 ) ) (2,664,134 ) (1,042,427 ) )
Reconciling items on the share of equity method investments 959 2,433 8,805 (4,536 ) 11,238
Fair value change on derivative - (10,346 ) (2,174 ) ) - (12,520 ) )
Interest expenses related to the convertible bonds’ amortization to face value 4,287 102,242 106,908 4,287 209,150
Accretion, cumulative dividend and deemed dividend to subsidiaries’ preferred shareholders 16,287 16,680 16,955 32,382 33,635
Income tax effects on non-GAAP adjustments (31,891 ) 20,555 42,452 (48,887 ) 63,007
Non-GAAP adjustments for net income (loss) attributable to the non-controlling interest shareholders (342 ) 1,276 (688 ) ) (819 ) 588
Non-GAAP net income from continuing operations attributable to controlling interest and common shareholders of JOYY Inc. 356,995 326,556 493,589 952,532 820,145
Non-GAAP net income from continuing operations per ADS
—Basic 4.48 4.08 6.20 12.80 10.28
—Diluted 4.38 3.76 5.57 12.59 9.33
Weighted average number of ADS used in calculating Non-GAAP  net income from continuing operations per ADS
—Basic 79,682,966 79,980,844 79,609,517 74,418,556 79,795,181
—Diluted 81,855,180 91,837,341 91,904,888 75,764,380 91,873,228

All values are in US Dollars.

(1) Gain (loss) 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
| 14 |

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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 deemed disposal and 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.

| 15 |

| --- | | (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.

| 16 |

| --- |

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
Share-based compensation expenses 81,646 113,499 195,145
Impairment of goodwill and investments 43,861 - 43,861
Amortization of intangible assets from business acquisitions - 175,043 175,043
Non-GAAP operating income (loss) 601,626 (92,334 ) 509,292
Net income (loss) from continuing operations 994,326 (382,658 ) 611,668
Share-based compensation expenses 81,646 113,499 195,145
Impairment of goodwill and investments 43,861 - 43,861
Amortization of intangible assets from business acquisitions - 175,043 175,043
Loss on deemed disposal and disposal of investments 13,444 - 13,444
Gain on fair value change of investments (708,633 ) - (708,633 ) )
Reconciling items on the share of equity method investments 8,805 - 8,805
Fair value change on derivatives (2,174 ) - (2,174 ) )
Interest expenses related to the convertible bonds’ amortization to face value 106,908 - 106,908
Income tax effects on non-GAAP adjustments 65,180 (22,728 ) 42,452
Non-GAAP net income (loss) from continuing operations 603,363 (116,844 ) 486,519

All values are in US Dollars.


| 17 |

| --- |


JOYY INC.

UNAUDITED SEGMENT REPORT

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

Three Months Ended
March 31, 2020
YY Bigo Elimination^(1)^ Total Total
RMB RMB RMB RMB US
Net revenues
Live streaming 2,509,431 1,972,330 - 4,481,761
Others 121,141 134,595 - 255,736
Total net revenues 2,630,572 2,106,925 - 4,737,497
Cost of revenues^(2)^ (1,540,085 ) (1,468,593 ) - (3,008,678 ) )
Gross profit 1,090,487 638,332 - 1,728,819
Operating expenses^(2)^
Research and development expenses (269,811 ) (296,353 ) - (566,164 ) )
Sales and marketing expenses (258,994 ) (673,270 ) - (932,264 ) )
General and administrative expenses (114,940 ) (83,196 ) - (198,136 ) )
Total operating expenses (643,745 ) (1,052,819 ) - (1,696,564 ) )
Other income 14,710 6,100 - 20,810
Operating income (loss) 461,452 (408,387 ) - 53,065
Other non-operating expenses (10,000 ) (2,000 ) - (12,000 ) )
Interest expenses (122,238 ) (16,050 ) 13,773 (124,515 ) )
Interest income and investment income 127,592 574 (13,773 ) 114,393
Foreign currency exchange losses, net (5,436 ) (6,543 ) - (11,979 ) )
Fair value change on derivative 10,346 - - 10,346
Gain on deemed disposal and disposal of investments 108,903 - - 108,903
Gain on fair value change of investments 333,794 - - 333,794
Income (loss) before income tax expenses 904,413 (432,406 ) - 472,007
Income tax (expenses) benefits (163,393 ) 18,937 - (144,456 ) )
Income (loss) before share of loss in equity method investments, net of income taxes 741,020 (413,469 ) - 327,551
Share of loss in equity method investments, net of income taxes (12,091 ) - - (12,091 ) )
Net income (loss) from continuing operations 728,929 (413,469 ) - 315,460

All values are in US Dollars.

| 18 |

| --- | | (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 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | March 31, 2020 | | | | | | | | | YY | | Bigo | | Total | | Total | | | RMB | | RMB | | RMB | | US | | Cost of revenues | | 2,732 | | 8,917 | | 11,649 | | | Research and development expenses | | 20,398 | | 67,602 | | 88,000 | | | Sales and marketing expenses | | 793 | | 1,122 | | 1,915 | | | General and administrative expenses | | 36,768 | | 8,434 | | 45,202 | |

All values are in US Dollars.

| 19 |

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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
March 31, 2020
YY Bigo Total Total
RMB RMB RMB US
Operating income (loss) 461,452 (408,387 ) 53,065
Share-based compensation expenses 60,691 86,075 146,766
Amortization of intangible assets from business acquisitions - 186,189 186,189
Non-GAAP operating income (loss) 522,143 (136,123 ) 386,020
Net income (loss) from continuing operations 728,929 (413,469 ) 315,460
Share-based compensation expenses 60,691 86,075 146,766
Amortization of intangible assets from business acquisitions - 186,189 186,189
Gain on deemed disposal and disposal of investments (108,903 ) - (108,903 ) )
Gain on fair value change of investments (333,794 ) - (333,794 ) )
Reconciling items on the share of equity method investments 2,433 - 2,433
Fair value change on derivatives (10,346 ) - (10,346 ) )
Interest expenses related to the convertible bonds’ amortization to face value 102,242 - 102,242
Income tax effects on non-GAAP adjustments 44,747 (24,192 ) 20,555
Non-GAAP net income (loss) from continuing operations 485,999 (165,397 ) 320,602

All values are in US Dollars.


| 20 |

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JOYY INC.

UNAUDITED SEGMENT REPORT

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

Three Months Ended
June 30, 2019
YY Bigo Elimination^(1)^ Total Total
RMB RMB RMB RMB US
Net revenues
Live streaming 2,863,058 1,138,218 - 4,001,276
Others 190,758 92,752 - 283,510
Total net revenues 3,053,816 1,230,970 - 4,284,786
Cost of revenues^(2)^ (1,627,744 ) (871,304 ) - (2,499,048 ) )
Gross profit 1,426,072 359,666 - 1,785,738
Operating expenses^(2)^
Research and development expenses (241,253 ) (308,757 ) - (550,010 ) )
Sales and marketing expenses (335,602 ) (644,300 ) - (979,902 ) )
General and administrative expenses (171,032 ) (90,613 ) - (261,645 ) )
Total operating expenses (747,887 ) (1,043,670 ) - (1,791,557 ) )
Other income 8,602 1,473 - 10,075
Operating income (loss) 686,787 (682,531 ) - 4,256
Interest expenses (12,268 ) (4,201 ) 4,201 (12,268 ) )
Interest income and investment income 84,791 1,008 (4,201 ) 81,598
Foreign currency exchange (losses) gains, net (4,181 ) 17,195 - 13,014
Gain on fair value change of investments 14,291 - - 14,291
Income (loss) before income tax expenses 769,420 (668,529 ) - 100,891
Income tax (expenses) benefits (160,152 ) 37,888 - (122,264 ) )
Income (loss) before share of income in equity method investments, net of income taxes 609,268 (630,641 ) - (21,373 ) )
Share of income in equity method investments, net of income taxes 6,991 - - 6,991
Net income (loss) from continuing operations 616,259 (630,641 ) - (14,382 ) )

All values are in US Dollars.

| 21 |

| --- | | (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, 2019 | | | | | | | | | YY | | Bigo | | Total | | Total | | | RMB | | RMB | | RMB | | US | | Cost of revenues | | 1,955 | | 9,379 | | 11,334 | | | Research and development expenses | | 28,053 | | 118,045 | | 146,098 | | | Sales and marketing expenses | | 655 | | 1,890 | | 2,545 | | | General and administrative expenses | | 43,189 | | 12,507 | | 55,696 | |

All values are in US Dollars.

| 22 |

| --- |

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, 2019
YY Bigo Total Total
RMB RMB RMB US
Operating income (loss) 686,787 (682,531 ) 4,256
Share-based compensation expenses 73,852 141,821 215,673
Amortization of intangible assets from business acquisitions - 188,740 188,740
Non-GAAP operating income (loss) 760,639 (351,970 ) 408,669
Net income (loss) from continuing operations 616,259 (630,641 ) (14,382 ) )
Share-based compensation expenses 73,852 141,821 215,673
Amortization of intangible assets from business acquisitions - 188,740 188,740
Gain on fair value change of investments (14,291 ) - (14,291 ) )
Reconciling items on the share of equity method investments 959 - 959
Interest expenses related to the convertible bonds’ amortization to face value 4,287 - 4,287
Income tax effects on non-GAAP adjustments 1,421 (33,312 ) (31,891 ) )
Non-GAAP net income (loss) from continuing operations 682,487 (333,392 ) 349,095

All values are in US Dollars.

| 23 |

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