A.History and Development of the Company Agora, Inc. was incorporated in November 2013 as an exempted company with limited liability in the Cayman Islands and has been listed on the Nasdaq Global Select Market under the symbol “API” since June 2020. Agora, Inc. is the holding company of two independent divisions operating under the Agora and Shengwang brands. Headquartered in Santa Clara, California, Agora is a pioneer and global leader in Real-Time Engagement PaaS, providing developers with simple, flexible, and powerful application programming interfaces, or APIs, to embed real-time conversational AI, video, voice, chat and interactive streaming into their applications. Headquartered in Shanghai, China, Shengwang is a pioneer and leading 36 Real-Time Engagement PaaS provider in the China market. As of the date of this annual report, our principal subsidiaries include the following entities: •Agora Lab, Inc., or Agora Lab, a California corporation and our wholly-owned subsidiary, which provides services under our Agora business. •Agora.IO Singapore PTE. Ltd., or Agora Singapore, a private company limited by shares incorporated in Singapore and our wholly-owned subsidiary, which provides services under our Agora business. •Agora (Shanghai) Technology Co., Ltd., or Agora Shanghai, a PRC limited liability company and a wholly-owned subsidiary of Agora Singapore, which provides research and development under our Agora business. •ShengWang HongKong Limited, or ShengWang HK (previously known as Agora IO Hongkong Limited), a private company limited by shares incorporated in Hong Kong and our wholly-owned subsidiary, which provides services under our Shengwang business. •Shanghai Shengwang Technology Co., Ltd., or Shanghai Shengwang (previously known as Shanghai Jiyin Network Technology Co., Ltd.), a PRC limited liability company and a wholly-owned subsidiary of ShengWang HK, which provides services under our Shengwang business. •Shanghai Shengshi Chuangtuo Construction and Development Co., Ltd., a PRC limited liability company in which we indirectly holds 46.39% equity ownership and 100% economic interest. This entity is established to manage the construction project of our company’s headquarter in Shanghai on the premises whose land use rights was acquired in June 2022. Historically, we, through Shanghai Dayin Network Technology Co., Ltd., or Shanghai Dayin, had entered into certain contractual arrangements with Zhaoyan and Zhaoyan’s shareholders. As a result of our contractual arrangements with Zhaoyan and Zhaoyan’s shareholders, we were the primary beneficiary of Zhaoyan, and, therefore, had consolidated the financial results of Zhaoyan in our consolidated financial statements in accordance with U.S. GAAP. Zhaoyan provided services under our Shengwang business. See the section of this annual report captioned “—C. Organizational Structure.” Following the termination of the Former VIE structure in January 2025, these contractual arrangements are no longer in place. Share Repurchase In February 2022, our board of directors authorized a share repurchase program for an amount of up to US$200 million over a period of 12 months. In each of February 2023, 2024, 2025 and 2026, our board of directors authorized the extension of the foregoing share repurchase program for another 12 months, respectively, with all other terms remaining unchanged. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for more details. Corporate Information The headquarters of our Agora business are located at 2804 Mission College Blvd, Santa Clara, California 95054, United States. Our telephone number at this address is +1-408-879-5885. Our principal executive offices and the headquarters of our Shengwang business are located at Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road, Yangpu District, Shanghai, People’s Republic of China. Our telephone number at this address is +86-400-632-6626. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our main website is www.agora.io for our Agora business and is www.shengwang.cn for our Shengwang business. The information contained on, or that can be accessed through, our main websites are not a part of, and are not incorporated by reference into, this annual report. Recent Regulatory Development on Cybersecurity In December 2021, the CAC and several other administrations jointly promulgated the revised Measures for Cybersecurity Review (the “Revised Review Measures”), which became effective on February 15, 2022, superseding and replacing the cybersecurity review measures that had been in effect since June 2020. According to the Revised Review Measures, to the extent the purchase of network products and services by a CIIO or the data processing activities conducted by a “network platform operator” affect or may affect national security, a cybersecurity review shall be conducted pursuant to the Revised Review Measures. The Revised Review Measures also expand the cybersecurity review to “internet platform operators” in possession of personal information of over one million users if such operators intend to list their securities “in a foreign country.” Furthermore, relevant governmental authorities in the PRC may initiate cybersecurity review if they determine an operator’s network products or services or data processing activities “affect or may affect national security.” Since the Revised Review Measures are relatively new, significant uncertainties exist in 37 relation to their interpretation and implementation. Additionally, the Revised Review Measures do not provide the exact scope of “network platform operator” or the circumstances that would “affect or may affect national security.” As a result, there can be no assurance that we will not be required to apply for a cybersecurity review for our purchase of network products and services to the extent we will be deemed an CIIO, or that we will not be required to apply for a cybersecurity review for maintaining our listing status and our future securities offerings overseas. To the extent any cybersecurity review is required, we cannot assure you that we will able to complete it in a timely manner, or at all. Any failure to complete the required cybersecurity review may result in administrative penalties, including fines, a shut-down of our business, revocation of requisite licenses, as well as reputational damage or legal proceedings or actions against us, which may have material adverse effects on our business, financial condition and results of operations. In addition, on November 14, 2021, the CAC released the consultation draft of the Network Data Security Management Regulations for public comment. And on September 24, 2024, the State Council of the PRC released the Regulations on Network Data Security Management, which took effect on January 1, 2025 and apply to network data processing activities carried out within the territory of the People’s Republic of China as well as the supervision and management of their security, and which stipulates that data processors engaging in data processing activities that affect or may affect national security shall be subject to network security review in accordance with the relevant laws and regulations. We have been making constant efforts to comply with the Revised Review Measures and other data protection laws and regulations of the PRC. However, it is uncertain whether future regulatory changes would impose additional responsibilities or restrictions on companies like us. If the enacted regulations and rules mandates clearance of a cybersecurity review and other specific actions to be completed by China-based companies listed on a foreign stock exchange like us, we face uncertainties as to whether such clearance can be timely obtained, or at all. Potential CSRC Approval Required for the Listing of our ADSs On December 24, 2021, the CSRC published the draft Regulations of the State Council on the Administration of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Administrative Provisions, and the draft Measures for the Record- Filing of Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Filing Measures, or collectively, the Draft Overseas Listing Regulations for public comments, which set out the new regulatory requirements and filing procedures for domestic companies seeking direct or indirect listing in overseas markets. On February 17, 2023, the CSRC, as approved by the State Council, released Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures and relevant guidelines, which came into effect on March 31, 2023. The Overseas Listing Trial Measures, among others, lays out specific requirements for filing. In addition, it stipulates that domestic companies that seek to offer and list securities in overseas markets shall strictly comply with laws, regulations and relevant provisions concerning national security in spheres of foreign investment, cybersecurity and data security, and earnestly fulfill their obligations to protect national security. Domestic companies seeking to list abroad must carry out relevant security review procedures if their businesses involve such supervision. It further requires that, subsequent securities offerings and listings of an issuer in other overseas markets than where it has offered and listed shall be filed with the CSRC within 3 working days after the relevant application in submitted overseas. And upon the occurrence of any of the material events specified below after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within 3 working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities; (iii) change of listing status or transfer of listing segment; (iv) voluntary or mandatory delisting. There remain substantial uncertainties as to the interpretation, application, and enforcement of the Overseas Listing Trial Measures and how they will affect our operations and our future financing. Moreover, an overseas offering and listing is prohibited under circumstances if (i) it is prohibited by PRC laws, (ii) it may constitute a threat to or endanger national security as reviewed and determined by competent PRC authorities, (iii) in past three years, the Chinese operating entities, and their controlling shareholders or actual controllers have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy, (iv) the domestic company intending to make the securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof, or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. The Overseas Listing Trial Measures further stipulates that a fine between RMB1 million and RMB10 million may be imposed if an applicant fails to fulfill the filing requirements with the CSRC. On February 17, 2023, the CSRC circulated the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of CSRC which, among others, state that the companies that have already been listed on overseas stock exchanges are not required to make immediate filings for its listing yet need to make filings for subsequent offerings in accordance with the Overseas Listing Trial Measures and the relevant guidelines. On February 24, 2023, the CSRC, the MOF, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises (“Confidentiality and Archives Provisions”), which took effect on March 31, 2023, regulating the secrets protection and archives administration behaviors relevant to the overseas listing. 38 According to above, we need to file required documents with the CSRC regarding our future securities offerings and may be subject to additional compliance requirements. We are subject to a variety of laws and regulations in our home markets, the United States and China. See “B. Business Overview— Regulations.” B.Business Overview The use of online real-time video or voice engagement has become increasingly prevalent. Traditionally, such engagement happens as a standalone experience in dedicated video conferencing applications. Increasingly, however, users seek contextual real-time video or voice engagement embedded within the application they are already using, rather than switching to a separate application for such functionality. The potential opportunities for such contextual real-time video or voice engagement are extensive. However, for many software developers, building real-time video and voice engagement functionalities remains complex and cost-prohibitive. Real-time video or voice engagement requires reliable multi-way transmission of large amounts of data between users at millisecond latency. The public internet, however, is an open and best-effort network with no assurance of service quality. Network conditions vary across time of day, geographies and network operators, often causing significant data packet loss and high latency. Furthermore, hardware and software proliferation and fragmentation have exacerbated the challenges developers face in providing broadly compatible solutions. Recently, the emergence of AI agents has introduced brand new challenges such as emotion detection, turn-taking, and background noise handling, which need to be addressed to build truly human-like conversational AI agents. Our Company was founded to solve these problems. We want to empower every developer, whether working as a solo entrepreneur or as part of a larger organization, to leverage reliable, low-latency, customizable real-time engagement service to create innovative products, elevate end user experience and differentiate themselves from their competitors, without the burden of developing the technology or building the underlying infrastructure themselves. Since the establishment of our Agora business in Santa Clara, California and our Shengwang business in Shanghai, China, both in 2014, developers around the world have used our APIs to create use cases and experiences that far exceed our imagination. We take pride in having a developer-centric business model and have cultivated a large and engaged developer community with more than one million accumulated registered applications as of December 31, 2025. These applications power more than 200 use cases in a wide range of industries, including social and entertainment, education, live shopping, IoT, enterprise collaboration, financial services and healthcare. Advancements in large language models have expanded our addressable market. Beyond enabling real-time engagement among human users, our products enable voice-based real-time interaction between users and AI agents. In March 2025, we launched our conversational AI engine, empowering developers to build voice AI agents that converse with humans naturally. Our conversational AI engine has been adopted in various scenarios, including customer service, online learning and tutoring, and smart devices such as companionship toys. With the performance of large language models and our conversational AI capabilities continuing to improve, we expect their adoption across use cases to ramp up. We believe we are well-positioned to capture the enormous market opportunities from conversational AI with our advanced audio and video processing technology, global real-time network infrastructure, strong brand names among developers, and dedication to innovation. Our business employs a freemium model, offering 10,000 free minutes of real-time engagement per month per account, to encourage adoption and innovation by developers and proliferation of real-time engagement use cases. As usage exceeds the allotted free minutes, we charge developers based on usage and they become our customers. We define active customers as customers from whom we generate more than US$100 of revenue during the preceding 12 months. The active customers of Agora were 1,683, 1,723 and 2,085 as of December 31, 2023, 2024 and 2025, respectively. The active customers of Shengwang were 1,835, 1,979 and 1,876 as of December 31, 2023, 2024 and 2025, respectively, excluding customers of Easemob business. As our customers succeed, we share in their success through our usage-based revenue model. We believe a useful indicator of the increased activity from our customers is our Dollar-Based Net Retention Rate. The Dollar-Based Net Retention Rate of Agora was 93%, 95% and 109% for 2023, 2024 and 2025, respectively. The Dollar-Based Net Retention Rate of Shengwang was 82%, 79% and 89% for 2023, 2024 and 2025, respectively, excluding the revenues from certain end-of-sale products and Easemob’s CEC business. Our total revenues decreased by 5.9% from US$141.5 million in 2023 to US$133.3 million in 2024, and grew by 5.9% to US$141.1 million in 2025. We recorded net loss of US$87.2 million and US$42.7 million in 2023 and 2024, respectively, and net income of US$9.5 million in 2025. Our RTE-PaaS Platform Our RTE-PaaS platform enables real-time engagement for millions of concurrent end users worldwide. The key components of our platform are our SDK and SD-RTN, which together form the technological foundation of our real-time engagement offerings, such as video calling, voice calling, live streaming, chat, signaling, conversational AI engine, and convo AI device kit. Developers can assess these products through simple and highly programmable APIs. 39 The following diagram is a simplified illustration of our RTE-PaaS platform. Our SDK contains all the software modules required for developers to embed real-time engagement capabilities—such as video and audio capturing, rendering, pre- and postprocessing, encoding and decoding, packet loss compensation, as well as first- and last-mile transmission—into their applications. Built on an open and modular architecture, our SDK decomposes the entire media processing pipeline into dozens of loosely coupled components with standardized interfaces for each module. This design enables developers to exercise granular control over the media pipeline to create the optimal experiences for their specific use case. Our SDK has comprehensive features and is easy to integrate into applications across development frameworks. Our SDK is customizable based on the functionality needs of developers and runs on end users’ devices as part of the developer’s application. We utilize adaptive AI in various modules of our SDK to deliver an optimized end user experience while maintaining balanced power consumption for device processing. The SD-RTN is our proprietary virtual network overlay on top of the public internet that handles real-time data transmission between end-user devices when using our SDK. The SD-RTN continually measures the transmission performance between each data center. By operating and controlling every data center within the SD-RTN, we are able to apply sophisticated algorithms to plan traffic and dynamically optimize routing paths based on local transmission conditions. Such holistic routing optimization is not directly available on the public internet, as it is decentralized and managed by disparate network operators. As a result, the SD-RTN achieves superior performance compared to the public internet in terms of latency and packet loss, enhancing end user experience. Our Products For both real-time engagement services and real-time engagement on-premise solutions, we provide products including primarily (i) core products, which provide foundational capabilities such as video calling and conversational AI, and (ii) extensions, which complement core products to enable developers to launch specific use cases with enhanced end user experiences. Core Products •Video calling. Our video calling product enables real-time video interactions at up to 4K resolution among multiple end users. Our video calling product offers features such as adaptive compression according to network conditions, perceptual video coding and resolution enhancement. •Voice calling. Our voice calling product enables real-time voice interactions among multiple end users. Our voice calling product offers features such as active speaker detection, audio mixing, noise suppression, acoustic echo cancellation, gain control and special effects. •Live streaming. Our interactive live streaming product enables video and voice interactions that are synchronously streamed to up to millions of end users. Its ultra-low latency makes it particularly suitable for audience-host interactions. Our broadcast streaming product is a lower cost and higher latency alternative to our interactive live streaming product and is suitable for use cases where latency requirement is less stringent. •Chat. Our chat product enables real-time instant messaging, both as a stand-alone instant messaging service and as an add-on functionality of other real-time engagement sessions, such as live streaming where end users could send comments on screen. Our chat product provides comprehensive features such as rich-media messages, message translation, user presence and typing indicator, chat history export, and much more. 40 •Signaling. Our signaling product provides a highly reliable and low latency service capable of delivering signals and commands to up to millions of concurrent recipients. For example, our signaling product enables call invitations, bi-directional monitoring and messaging control between apps and devices such as smart watches, home security cameras and other IoT devices. •Conversational AI engine. Our conversational AI engine product empowers developers to create interactive voice experiences with the flexibility to use any large language model (“LLM”), whether custom-built or from leading LLM providers, and any speech-to-text (“STT”) component or text-to-speech (“TTS”) voice solution for their AI applications. The engine is designed to optimize real-time conversation flow and enable faster, low-latency responses and can intelligently pause for interruptions in real-time in order to create more natural, responsive, and reliable voice AI agents. •Conversational AI device kit. Our convo AI device kit is a hardware solution designed to empower developers and manufacturers to build conversational AI into smart devices, such as educational devices, smart home devices and AI-powered wearables. The kit includes CPU, storage module, and 4G or WiFi connectivity and allows customers to easily define and store settings to tailor the device to their specific use cases. Extensions •Media services. Our media services product provides customers with the tools to import and export media content directly into and from their live channels. For example, the recording function enables customers to save video and voice interactions, either on our cloud infrastructure or on servers designated by them, primarily for regulatory compliance, record keeping and customer service quality evaluation purposes. •Interactive whiteboard. Our interactive whiteboard product enables developers to build online whiteboard where end users can present ideas, share multi-media content and collaborate on projects from multiple devices simultaneously. Our interactive whiteboard product provides an abundance of features, such as multi-window, file conversion and screenshots. •Analytics. Our analytics product provides customers with tools to track video and voice quality, performance and usage. It provides full-cycle monitoring dashboard to developers so that they can quickly see trends, monitor potential issues and solve problems accordingly in real-time, thereby providing operational transparency and efficiency and enhancing end user experience. •Real-time speech-to-text. Our real-time speech-to-text product provides cloud-based transcription that converts audio to text for active or selected hosts in real-time, supporting accurate separate transcription even with up to three simultaneous speakers. Text can then be distributed as live captions to all participants in the channel. It supports all major languages and dialects, and each channel can support transcription for up to two languages simultaneously. •Real-time translation. Our real-time translation product provides cloud-based translation solutions that break down language barriers among participants of a real-time engagement session. It provides speech translation of up to four source languages into 10 target languages with support for more than 30 languages. Conversational AI Conversational AI Engine Advancements in large language models have expanded our addressable market. Beyond enabling real-time engagement between human users, our products enable voice-based real-time engagement between users and AI agents. In March 2025, we launched our conversational AI engine, empowering developers to build voice AI agents that converse with humans naturally. Our conversational AI engine has powered applications in various use cases, including primarily customer service, online learning and tutoring, and smart devices. The following diagram illustrates a simplified structure and key functionalities of our conversational AI engine. 41 At the center of the solution is a chained model including three key modules, namely STT, LLM and TTS. Customers can choose our proprietary STT, which is optimized for latency and accuracy in real-time understanding and transcription in Chinese and English, or one of the third-party STT modules that we support, which might be more suitable for their specific use cases or languages. We do not provide proprietary LLM or TTS modules and give customers flexibility to use any LLM or TTS, whether self-built, open-source or from third-party providers. The chained model alone does not guarantee a natural, smooth and human-like conversational experience with AI. To tackle this challenge and enhance the overall performance, our conversational AI engine product provides critical capabilities such as latency optimization, turn taking and interruption handling, attention locking, noise suppression and acoustic echo cancellation, vision understanding, interactive avatars and SIP/PSTN support. Conversational AI Evaluation & Orchestration Tool With a fast-growing number of available STT, LLM and TTS modules to choose from, it has become more time-consuming and onerous for developers to find a satisfying combination through trial-and-error. To empower developers with data-driven insights for optimal model selection, we launched our conversational AI evaluation & orchestration tools that allows developers to evaluate, mix and match, and optimize both our proprietary and third-party modules. We do not charge our customers for using such tool. Our conversational AI evaluation & orchestration tools primarily feature a dashboard and an arena. The dashboard provides hourly-updated performance leaderboards based on actual performance measured at various locations covering 10 countries in six continents. It highlights recommended model combinations for overall performance, latency or cost, and ranks the top 10 model combinations by total latency. Top-performing modules on an individual basis are also shown in the dashboard. The arena acts as a testing battlefield where developers can choose modules from various vendors to compare their actual performance during previous seven or 30 days, such as at latency, costs, and word error rates. Particularly for TTS modules, developers can listen and compare the audio output from different vendors based on any customary text, providing a more contextual comparison for their specific use case. Our conversational AI evaluation & orchestration tools enable developers to transform module selection from guesswork into a precise, data-driven decision-making process. By offering transparent, comparable performance data, especially on critical latency metrics that directly impact conversational fluency, it saves developers immense time and effort in integration and testing. Its broad geographical coverage also makes it possible for developers to choose the best combination based on location of each end user to ensure consistent performance across the globe. Technology and Infrastructure We built our cloud-native platform to enable worldwide, real-time video and voice engagement and messaging for up to millions of concurrent users. As illustrated by the following diagram, the key components of our platform are our SDK and the SD-RTN. 42 SDK Our SDK contains all the front-end software modules a developer needs to embed real-time engagement capabilities into an application. With open and modular architecture, our SDK breaks down the entire end-to-end media processing pipeline into dozens of loosely coupled components with standardized interfaces for each module, so that developers can enjoy much more granular control over the media pipeline to create the optimal experience for their specific use case. Our SDK has comprehensive features and is easy to be integrated into applications across development frameworks with good documentation and simple codes. Our SDK is customizable based on the functionalities needed by the developer and runs on end users’ devices as part of the developer’s application. Specifically, the key functions of these main modules include: •Capturing modules and rendering modules. Capturing modules capture audio and video streams and rendering modules combine and synchronize multiple videos or audio streams. •Pre-processing and post-processing modules. Pre-processing modules clean up the raw audio and video streams. They reduce background noise, cancel echo, and allow for real-time video enhancement and special effects. Meanwhile, post-processing modules enhance the received streams. They improve resolution, reduce noise, sharpen images, and fix defects like audio jitter or visual artifacts such as color blocks. Video frame interpolation is also performed to smooth the playback. •Encoding and decoding modules. Encoding and decoding modules compress and decompress the streams before and after transmission. Our video and audio codes dynamically adapt the size of video and audio streams based on network transmission environment and end user device capabilities. Our proprietary AV1 video codec represents industry-leading compression technology that delivers superior video quality while maintaining low CPU utilization, providing better performance compared to open-source AV1 codec. Our proprietary audio codecs Agora SOLOTM and Agora SilverTM leverage AI to deliver superior voice quality at extremely low bitrates. •First-mile and last-mile transmission. First-mile and last-mile transmission modules transmit data between end user devices and an edge node of the SD-RTN. Our transmission modules dynamically select the optimal edge nodes based on changes in the network environment, for example, when the end user device switches from a WiFi to a cellular network connection. Our transmission modules also use adaptive channel coding based on predicted packet-loss rate, as well as other strategies, to compensate for packet loss. •Audio and video playback. Playback of audio and video signals refers to the process of outputting the received signals to local devices, such as earpieces or external speakers, according to end users’ specific scenarios. This process ensures smooth playback and allows users to adjust the volume by setting the signal level. •3A algorithms. 3A algorithms stand for adaptive noise suppression, acoustic echo cancellation and automatic gain control, three critical algorithms in voice signal processing. For example, our AI-powered noise suppression algorithm can deal with over 100 types of background noises, such as keyboard clicks, fans, construction sounds, traffic noise, birds, vacuums and crying babies, which gives developers the flexibility to deliver the best noise suppression performance for their specific use cases. We have developed our SDK to be as compact as possible once embedded within an application, to ensure compatibility with major operating systems, development frameworks and programming languages, and a wide variety of phones, PCs and other 43 connected devices, including relatively older and less sophisticated models. We also utilize adaptive artificial intelligence, or adaptive AI, in various modules of our SDK, such as encoding, transmission, processing and rendering, to deliver an optimized end user experience while maintaining balanced power consumption for device processing. For example, our AI algorithms predict focal points in a video, such as a person speaking compared to a background detail, to encode and render the video using more or less data and predict packet loss rate to dynamically compensate for packet loss. SD-RTN SD-RTN is our back-end infrastructure, a virtual network overlay on top of the public internet based on proprietary algorithm that runs on more than 200 data centers worldwide. The public internet is an open and best effort network with no assurance of service quality. As data is transmitted, data packets pass through various segments managed by disparate network operators with their own routing protocols that do not always take into account the conditions of the other segments. The SD-RTN compensates for this absence of centralization with its virtual, software overlay. Because we have total control over every data center within our SD-RTN, we are able to optimize routing and plan traffic holistically. Our proprietary SD-RTN enables us to deliver content with ultra-low latency and minimized packet loss, which is a key factor in delivering the real-time engagement. •Global coverage. Our servers deployed through more than 200 data centers act as access points to our SD-RTN. Each end user of our customers’ applications is allocated a nearby access point for fast access to our network. Each data center also serves as a node that manages the overall traffic flow. The locations of the data centers are chosen to maximize our ability to improve and control routing across the public internet. •Superior design and architecture. Our SD-RTN uses full-mesh architecture, which means all nodes are connected with one another for maximum routing options and are each continuously measuring the performance of every possible path through the network in terms of latency, bandwidth and packet loss. •Real-time routing optimization. Our SD-RTN maintains a real-time routing map to data transmission, taking into consideration transmission needs from up to several million concurrent end users, as well as available bandwidth at each data center and other potential constraints such as network operator and infrastructure provider restrictions on data flow. •Redundant data sending. Beyond smart routing, to reduce data packet loss, our SD-RTN also sends redundant data packets through multiple optimized paths. The data packet that arrives to the destination first is used, while any lost or late data packets are ignored. Partially delivered data packets transmitted through different paths are automatically combined upon arrival. •UDP-based. Our SD-RTN is based on the user datagram protocol (UDP) for sending data packets, rather than the transmission control protocol (TCP), because UDP prioritizes lower latency and is more suitable for real-time engagement. We own and operate a substantial majority of our servers and network equipment that we host at the data centers on which the SD-RTN runs. While we procure and operate our equipment, the premises are maintained by third parties. At each data center in the SD-RTN, the routing and other functions such as recording and data analytics are performed by commodity servers. Because each node and server are independent, self-sufficient and not reliant on other nodes or servers to function, we can quickly expand the SD-RTN’s capacity by adding servers at a local data center, connecting more data centers at the continent level or purchase additional bandwidth to manage customer growth across geographies. If one server goes down, the SD-RTN is able to automatically reroute and re-establish all users in an active session to a different server with little perceptible interruption. In addition, we continuously monitor our systems for any signs of problems, and we strive to take preemptive action when necessary. We have not encountered significant service interruptions since our inception. We maintain a formal and comprehensive security program designed to protect against security threats and data breaches. Sales and Marketing As of December 31, 2025, our Agora business had 30 employees in its sales and marketing team and our Shengwang business had 82 employees in its sales and marketing team. When a use case becomes sufficiently well-established, such as our video calling product in the social vertical, we deploy our respective sales teams to identify and actively approach similarly situated companies that could benefit from our products. For promising new use cases, we work with our customers and deploy our own engineers to assist with the integration of our products into their applications. This is a key element of our strategy to enable new use cases and accelerate usage of our platform and we do not usually charge customers for such services. Relying on their deep understanding of our products and solutions, our customers as well as the specific use cases, Agora’s and Shengwang’s sales teams not only respond to customer demand efficiently, but also help us define and build optimized offerings for the market. 44 Developer Community We are focused on building developer community and enthusiasm for our products. We empower developers with real-time engagement capabilities to create innovative products, elevate end user experience and differentiate themselves from their competition. The developers range from solo entrepreneur to groups within a large organization and come from a wide spectrum of verticals, including social and entertainment, education, live shopping, IoT, enterprise collaboration, financial services, and healthcare. These developers span across more than 150 countries and regions and have built more than 200 use cases incorporating our real-time engagement technologies. We reach developers through brand marketing, developer portals such as GitHub and developer conferences and events including our own RTC conference in China, one of the largest conferences in the world for real-time engagement technology, and the All-Things-RTC conference in the United States. Once developers engage with our offerings, we provide them with a low-friction trial experience consisting of 10,000 free minutes per month per account. Developers whose needs grow beyond the free minutes pay based on usage. Our team works directly with developers to help generate ideas and share best practices to ultimately promote new use cases for our technology. As developers innovate with our products and share their experiences with peers, awareness of our products spreads in the developer community by word of mouth and attracts additional developers, creating a positive flywheel effect. We have built a large and engaged developer community with more than one million accumulated registered applications as of December 31, 2025. Our products are designed to allow developers to self-serve and they typically require minimal customer support from us. We provide helper libraries, comprehensive user guides and a wide range of code samples and demos. To supplement our extensive self-help resources, we also engage directly with our developer community in online forums such as Stack Overflow and provide customer support by e-mail and phone. We provide developers with a suite of analytics tools that help them independently monitor and diagnose quality concerns, identify root causes and address issues related to our products to improve end user experience. As individual customers grow their relationship with us, we assign them to a dedicated service team to ensure their continued satisfaction, and for our largest customers, we provide ongoing support from our own engineers. Our open-source initiatives further reinforce our developer ecosystem. Our TEN Framework is an open-source project enabling developers to build highly responsive, full-duplex voice-based AI agents with natural and interruptible conversations. Its open nature and robust capabilities have made it a catalyst for partnerships, attracting collaborators who extend its use cases and integrate it into diverse ecosystems. This growing network of partners, in turn, actively contributes to and expands our core developer community. The TEN Framework has gained significant traction within the developer community, with more than 9,400 GitHub stars as of December 31, 2025, making it one of the fastest-growing open-source projects in its category. We believe that this open-source ecosystem contributes to sustained developer engagement, accelerates use case adoption and strengthens long-term loyalty. Competition The global market for RTE-PaaS is relatively rapidly evolving. RTE-PaaS providers primarily include pure-play RTE-PaaS providers, such as us, public cloud service providers that offer RTE-PaaS services as a small subset among a wide range of products, as well as communications platforms who focus on phone call and short message service APIs through traditional telecommunication network and provide RTE-PaaS through the internet as auxiliary services. Currently, our competitors mainly include: •Pure-play RTE-PaaS providers; •Cloud communication platforms that offer RTE capabilities along with other communication service solutions in their broader product portfolio; and •Public cloud providers that offer RTE-PaaS services. In many cases, we also encounter either custom software developed in-house or by consultants, or legacy solutions repurposed by in-house developers of our potential customers to meet specific use cases. We believe that the principal competitive factors in our market are: •quality of data transmission and end user experience; •credibility with developers; •global reach; •ease of integration and programmability; •product features; 45 •platform scalability, reliability, compatibility, security and performance; •pure-play and independence; •brand awareness and reputation; •the strength of sales and marketing efforts; •customer support; and •the cost of deploying and using our products. We believe that we compete effectively on each of the factors listed above; however, we expect competition to intensify in the future. It is possible that the large software vendors or cloud providers who currently do not have an offering in the RTE-PaaS category, some of which operate in adjacent product categories today, may in the future bring such a solution to market through product development, acquisitions or other means. In addition, several of our competitors have greater name recognition, longer operating histories, more and better-established customer relationships, larger sales forces, larger marketing and software development budgets and significantly greater resources than we do. As a result, certain of our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices or with greater depth than our products. Research and Development Innovation is the heart of everything we do and we intend to continue to invest significant resources in our research and development capabilities. Our ability to deliver leading products depends on our rapid development of new technologies, features and functionality, and ensuring that our platform continues to deliver a high quality of service at all times. As of December 31, 2025, we had 350 employees in our global research and development team with extensive knowledge and experience in RTE technologies, representing 64.5% of our total employees. In 2023, 2024 and 2025, research and development expenses represented 53.0%, 57.3% and 53.1% of our operating expenses, respectively. During the same periods, research and development expenses represented 54.9%, 60.3% and 39.3% of our total revenues, respectively. We actively respond to developers’ needs to drive positive end user experiences and our engineers aim to stay on the cutting edge of real- time engagement technologies. Our value proposition lies in helping developers bring innovative use cases to reality using our products because we ultimately share in their success. Intellectual Property Intellectual property is an important aspect of our business and we seek protection for our intellectual property as appropriate. To establish and protect our proprietary rights and our brand, we rely on a combination of patent, copyright, trade secret and trademark laws as well as contractual restrictions such as confidentiality agreements, licenses and intellectual property assignment agreements. We also maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements to control access to our proprietary information. As of March 31, 2026, we had 83 issued patents and 24 pending patent applications in the United States, 37 issued patents and 27 pending patent applications in China, seven issued patents and four pending patent applications in Europe and India. We own two trademarks in the United States, 86 trademarks in China, one trademark in Hong Kong, and one trademark in Japan. Intellectual property laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Moreover, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and we may therefore be unable to protect our proprietary technology in certain jurisdictions. In addition, our products incorporate software components licensed to the general public under open source software licenses, which grant recipients broad permissions to use, copy, modify and redistribute the licensed software components, but which generally do not offer warranties, support, or other similar protections often provided with commercial software. Some open source software licenses include requirements that, under certain circumstances, require the distribution of software based on or derived from the open source software to be made available in source code form under the terms of an open source software license. As a result, inclusion of open source software in our products could limit the value of our intellectual property assets, or expose us to liability. See “Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry—Our use of open-source software could negatively affect our ability to sell our products and subject us to possible litigation.” Regulations This section sets forth a summary of the principal PRC and U.S. laws and regulations relevant to our business and operations in the PRC and the United States, respectively. 46 PRC Regulation We are subject to a number of PRC laws, regulations and rules, which involve foreign investment, telecommunication, cybersecurity and data protection, intellectual property, foreign exchange, taxation, or other subjects. Many of the laws and regulations we are subject to are still evolving, and their interpretation and enforcement pose continuous compliance challenges for our operations. Foreign Investment Law On March 15, 2019, the National People’s Congress reviewed the submitted draft and approved the Foreign Investment Law of the PRC, which came into effect on January 1, 2020. Pursuant to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country within China, or foreign investors, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes an FIE in China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other similar rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project in China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council. Pursuant to the Foreign Investment Law, the State Council will publish or approve to publish a catalog for special administrative measures, or a “negative list”. The Foreign Investment Law grants national treatment to FIEs, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that FIEs operating in foreign restricted industries shall meet the investment conditions set out in the “negative list”. On December 26, 2019, the State Council issued the Implementation Rules of the Foreign Investment Law of the PRC, which came into effect on January 1, 2020, to clarify and elaborate relevant provisions of the Foreign Investment Law. While silent on specific issues including the discussion on the contractual arrangement with variable interest entities, the Foreign Investment Law and its implementation regulations emphasize the principle of applying “national treatment” to foreign investors. In accordance with the Measures for the Reporting of Foreign Investment Information, which was promulgated by the Ministry of Commerce and State Administration for Market Regulation on December 30, 2019 and came into effect on January 1, 2020, foreign investors or foreign investment enterprises shall submit investment information to the commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity System. On December 19, 2020, the NDRC and MOFCOM jointly promulgated the Measures on the Security Review of Foreign Investment, effective on January 18, 2021, setting forth provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review, review scopes and procedures, among others. The Office of the Working Mechanism of the Security Review of Foreign Investment, or the “Office of the Working Mechanism”, will be established under NDRC, who will lead the task together with MOFCOM. Foreign investor or relevant parties in China must declare the security review to the Office of the Working Mechanism prior to the investments in, among other industries, important cultural products and services, important information technology and internet products and services, important financial services, key technologies and other important fields relating to national security, and obtain actual control in the target enterprise. Regulations on Foreign Investment Restrictions Investment activities in China by foreign investors are principally governed by the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List and the Industry Guidelines on Encouraged Foreign Investment, or the Encouraging Catalog, which were promulgated and were amended from time to time by the MOFCOM and the NDRC. The Negative List and Encouraging Catalog classify the industries into three categories with regard to foreign investment: (i) “encouraged”, (ii) “restricted” and (iii) “prohibited”. The current effective negative list is the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024. Industries that are not listed in the 2024 Negative List are permitted areas for foreign investments and are generally open to foreign investment unless specifically restricted by other PRC regulations. Some restricted industries are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold majority interests in such joint ventures. In addition, projects in the restricted category may be subject to higher-level government approval requirements. Foreign investors are not allowed to invest in industries in the prohibited category. The provision of value-added telecommunications services falls in the restricted category under the 2024 Negative List and the percentage of foreign ownership cannot exceed 50%, except for e-commerce, domestic multi-party communications, store-and-forward and call centers. In addition, foreign direct investment in telecommunications companies in China is governed by the Provisions on the Administration of Foreign- Invested Telecommunications Enterprises, or the FITE Regulations, which were issued by the State Council on December 11, 2001, became effective on January 1, 2002 and amended and issued on September 10, 2008 and on 47 February 6, 2016. Pursuant to the FITE Regulations and the 2024 Negative List, subject to undertakings for opening telecommunication industries made by China for joining World Trade Organization, the ultimate foreign equity ownership in a value-added telecommunications services provider cannot exceed 50%, except for e-commerce, domestic multiparty communications, store-and-forward and call centers. Furthermore, for a foreign investor to own any equity interest in a value-added telecommunication business in China, it must satisfy a number of stringent performance and operational experience requirements, including demonstrating a good track record and experience in operating a value-added telecommunications business, and obtain approvals from the MIIT and the MOFCOM or their authorized local counterparts, which retain considerable discretion in granting approvals. The FITE Regulations was amended on March 29, 2022 and became effective on May 1, 2022, among which, the previous requirement on experience and good track record has been cancelled. However, this modification is relatively new, uncertainties still exist in relation to its interpretation and implementation. On July 13, 2006, the MIIT issued the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services, or the MIIT Notice, which reiterate the regulations on foreign investment in telecommunications businesses and require foreign investors to set up foreign investment enterprises, or FIEs and obtain telecommunications business operating licenses to conduct any value-added telecommunications business in China. Regulations on Value-added Telecommunications Services The Telecommunications Regulations of the PRC, or the Telecom Regulations, implemented on September 25, 2000 and amended on July 29, 2014 and February 6, 2016, are the primary PRC law governing telecommunication services and set out the general framework for the provision of both “basic telecommunication services” and “value-added telecommunication services” by domestic PRC companies. “Value-added telecommunication services” is defined as telecommunications and information services provided through public networks, and, according to the Telecom Regulations, operators of value-added telecommunications services shall obtain operating licenses prior to commencing operations from the MIIT or its provincial level counterparts. The Catalogue, which was issued as an attachment to the Telecom Regulations and revised and promulgated on June 6, 2019, further categorizes telecommunications services as “basic” or “value-added.” On March 1, 2009, the MIIT issued the Measures on the Administration of Telecommunications Business Operating Permits, or the Telecom License Measures, which initially became effective on April 10, 2009 and was amended on July 3, 2017, effective on September 1, 2017, to supplement the Telecom Regulations. The Telecom License Measures provide that there are two types of telecommunications operating licenses in China, one for basic telecommunications services and one for value-added telecommunications services. A distinction is also made to licenses for value-added telecommunications services, or the VAT Licenses as to whether a license is granted for “intra- provincial” or “trans-regional” (inter-provincial) activities. The license will detail the permitted activities of the enterprise to which it was granted. An approved telecommunication services operator must conduct its business (whether basic or value-added) in accordance with the specifications recorded in its telecommunication license. Regulation on Internet Information Services The Administrative Measures on Internet Information Services, last amended in December 2024, classify internet information services into commercial and non-commercial categories. Providers of commercial services, which charge users for content or services, must obtain an ICP License from the MIIT or its local branches, and additional approvals may be required for content related to news, publishing, or education. Chinese regulators, including the MIIT and the CAC, prohibit the dissemination of content that violates laws, infringes rights, or threatens public order or national security. Internet service providers are required to monitor their platforms, remove prohibited content promptly, keep relevant records, and report to authorities. These obligations are reinforced by the Provisions on Ecological Governance of Network Information Content, effective since March 2020. Regulation on Cybersecurity and Data Security On November 7, 2016, the SCNPC promulgated the PRC Cybersecurity Law, which took effect on June 1, 2017, and further amended this Law in 2025. The PRC Cybersecurity Law applies to the construction, operation, maintenance, and use of networks as well as the supervision and administration of internet security in the PRC. The PRC Cybersecurity Law defines “networks” as systems that are composed of computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging, and processing information in accordance with certain rules and procedures. Network operators are required to take technical measures and other necessary measures to protect the safety and stability of their networks, respond to network security incidents effectively prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. The PRC Cybersecurity Law requires operators of critical information infrastructure, or CIIOs, to store within the territory of the PRC all personal information and important data collected and generated within the territory of the PRC. According to the PRC Cybersecurity Law, any entity or individual that violates the law may be subject to penalties including warnings, fines, orders to suspend relevant business activities, suspension of business for rectification, closure of websites or applications, revocation of permits or business licenses, and/or even criminal liabilities. Among others, the maximum monetary fine imposed on the breaching party is RMB10.0 million. On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effective on September 1, 2021, imposes data security and privacy protection obligations on entities and individuals carrying out data activities, including but not limited to the 48 collection, storage, use, processing, transmission, provision, and public disclosure of data. The PRC Data Security Law introduces a data classification and graded protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. The appropriate level of protection measures is required to be taken for each respective category of data. For example, a handler of important data shall designate the personnel and the management body responsible for data security, carry out risk assessments for its data processing activities and file the risk assessment reports with the competent authorities. Violation of Data Security Law may subject the relevant entities or individuals to warning, fines, suspension of business for rectification, revocation of permits or business licenses, and/or even criminal liabilities. According to the Data Security Law, the maximum monetary fine imposed on the breaching party is RMB 10 million. Since the Data Security Law is relatively new, uncertainties still exist in relation to its interpretation and implementation. The PRC Data Security Law, among other things, provides for a security review procedure for the data activities that may affect national security and imposes export restrictions on certain data and information. On July 30, 2021, the State Council of the PRC promulgated the Provisions on Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. The regulations supplement and specify the provisions on the security of critical information infrastructure, or CII, as stated in the PRC Cybersecurity Law. Pursuant to the regulations, CII shall mean any important network facilities or information systems of the important industry or field such as public communication and information service, energy, communications, water conservation, finance, public services, e-government affairs and national defense science, which may endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage. The relevant administration departments of each critical industry and sector, shall be responsible for formulating eligibility criteria and identifying CIIOs, in the respective industry or sector, and notify CIIOs and MPS of the identification result promptly. If the purchase of network products and services may affect national security, CIIOs shall pass the cybersecurity review accordingly. On December 28, 2021, the CAC, together with 12 other government authorities, jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which has become effective on February 15, 2022 and replaced the Cybersecurity Review Measures jointly published by the CAC and 11 other government authorities on April 13, 2020, further expand the applicability of the cybersecurity review requirement. Pursuant to the Revised Review Measures, in addition to “critical information infrastructure operators” who procure internet products and services that affect or may affect national security shall be subject to a cybersecurity review, any “network platform operators” carrying out data processing activities that affect or may affect national security should also be subject to the cybersecurity review requirements. The Revised Review Measures also provide that if a “network platform operator” holding personal information of more than one million users intends to go public in a foreign country, it must apply for a cybersecurity review. In addition, the relevant PRC governmental authorities may initiate cybersecurity review if they determine certain network products, services, or data processing activities affect or may affect national security. On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Data Transfer, which took effect on September 1, 2022 and requires the data processor providing data overseas and falling under any of the following circumstances apply for the security assessment of cross-border data transfer by the national cybersecurity authority through its local counterpart: (1) where the data processor intends to provide important data overseas; (2) where any data processor who has provided personal information or sensitive personal information. On December 8, 2022, the MIIT promulgated the Administrative Measures on Data Security in the Field of Industry and Information Technology (for Trial Implementation) (“Administrative Measures”), which became effective on January 1, 2023. The data handlers in the field of industry and information technology shall file their catalogues of important data and core data with the local industrial regulatory authorities and implement a classified protection regime for data of different levels. The Administrative Measures further set out specific security requirements for the entire lifecycle of data activities, including collection, storage, use, transmission, provision, disclosure, destruction and cross-border transfer, and requirements on data security monitoring and incident response that data handlers in the industry and information technology sector shall take. On September 24, 2024, the State Council of the PRC promulgated the Regulation on Network Data Security Management, which took effect on January 1, 2025 and apply to network data processing activities carried out within the territory of the People’s Republic of China as well as the supervision and management of their security, data handlers shall identify and report important data according to relevant rules, and handlers of important data shall adopt specific measures to secure important data, such as designing the personnel and management institution responsible for the network data security, conducting risk assessment under prescribed circumstances as well as submitting annual risk assessment reports to competent authorities. Failure to protect important data, including failure to identify and report important data, can lead to administrative penalties, including fines, suspension of business operations, and revocation of business license. Regulation on Privacy Protection On May 28, 2020, the NPC adopted the Civil Code of the PRC (“Civil Code”), which came into effect on January 1, 2021. Pursuant to the Civil Code, the personal information of a natural person shall be protected by the law. Any organization or individual shall legally obtain such personal information of others when necessary and shall ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally buy or sell, provide or make public personal information of others. 49 On August 20, 2021, the SCPNC adopted the Personal Information Protection Law, or the Personal Information Protection Law, which became effective on November 1, 2021. The law aims at protecting the personal information rights and interests, regulating the processing of personal information, and promoting the reasonable use of personal information. This law applies to the processing of personal information of natural persons within the territory of the PRC, as well as personal information processing activities outside the territory of PRC, for the purpose of providing products or services to natural persons located within the PRC, for analysing or evaluating the behaviours of natural persons located within the PRC, or for other circumstances as prescribed by laws and administrative regulation" after "personal information. The law requires, among others, that the processing of personal information should have a clear and reasonable purpose and should be limited to the minimum scope necessary to achieve the processing purpose, adopt a method that has the least impact on personal rights and interests, and personal information that is not related to the processing purpose shall not be processed. A personal information handler may process the personal information of an individual only under the following circumstances: (i) where consent is obtained from the individual, (ii) where it is necessary for the execution or performance of a contract to which the individual is a party, or where it is necessary for carrying out human resource management pursuant to employment rules legally adopted or a collective contract legally concluded, (iii) where it is necessary for performing a statutory responsibility or statutory obligation, (iv) where it is necessary in response to a public health emergency, or for protecting the life, health or property safety of a natural person in the case of an emergency, (v) where the personal information is processed within a reasonable scope to carry out any news reporting, supervision by public opinions or any other activity for public interest purposes, (vi) where the personal information, which has already been disclosed by an individual or otherwise legally disclosed, is processed within a reasonable scope, or (vii) any other circumstance as provided by laws or administrative regulations. According to the law, individuals enjoy the rights to be informed, to decide, to access and copy, to rectify and supplement, and to delete their personal information, to restrict or refuse others from processing their personal information, and to require the personal information handler to transfer their personal information to a third party designated by them, except where otherwise provided by laws or administrative regulations. In addition, where a personal information handler provides personal information outside of China, it shall apply for security assessment, pass the personal information protection certification, enter into a contract with the overseas recipient using the standard contract published by the CAC, or meet the other conditions provided by the laws or administrative regulations. As mentioned above, the Security Assessment Measures provide that, among others, data handlers shall apply for the security assessment for transferring personal information outside of China when certain conditions are met. On February 22, 2023, the CAC issued the Measures for the Standard Contract for Outbound Transfer of Personal Information (“Standard Contract Measures”), which took effect on June 1, 2023. On March 22, 2024, the CAC issued the Provisions on Promoting and Regulating the Cross-border Flow of Data (“Cross-border Flow of Data Provisions”), which took effect on the same day. The Cross-border Flow of Data Provisions amended the threshold on applying for the security assessment and entering into standard contract as prescribed by the Security Assessment Measures and Standard Contract Measures. According to the Cross-border Flow of Data Provisions, data handlers shall apply for a security assessment if any of the following conditions is met (1) a CIIO transfers personal information or important data abroad, (2) a data handler other than a CIIO transfers important data abroad, or (3) a data handler other than a CIIO has, since January 1 of the current year, transferred the personal information of more than 1 million individuals (excluding sensitive personal information) or the sensitive personal information of more than 10,000 individuals abroad cumulatively, unless otherwise provided. And a data handler other than a CIIO shall enter into a standard contract or pass the personal information protection certification if it has, since January 1 of the current year, transferred the personal information of more than 100,000 but less than 1 million individuals (excluding sensitive personal information) or the sensitive personal information of less than 10,000 individuals abroad cumulatively, unless otherwise provided. Regulations Related to Intellectual Property Rights Trademarks On August 23, 1982, the SCNPC promulgated the Trademark Law of the PRC, or the Trademark Law, which was amended in 1993, 2001, 2013 and 2019. The Implementation Regulation for the Trademark Law promulgated by the State Council came into effect on September 15, 2002 and was further amended on April 29, 2014. Registered trademarks are valid for ten years from the date the registration is approved. A registrant may apply to renew a registration within 12 months before the expiration date of the registration. If the registrant fails to apply in a timely manner, a grace period of six additional months may be granted. If the registrant fails to apply before the grace period expires, the registered trademark shall be deregistered. Renewed registrations are valid for ten years. Patents The National People’s Congress adopted the Patent Law of the People’s Republic of China in 1984 and amended it in 1992, 2000, 2008 and 2020, respectively. Under the newly issued version of the Patent Law, which became effective on June 1, 2021, a patentable invention or utility model must meet three conditions: novelty, inventiveness and practical applicability. A patent is valid for a twenty-year term for an invention, a ten-year term for a utility model and a fifteen-year term for a design, starting from the application date. Except under certain specific circumstances provided by law, any third party user must obtain consent or a proper license from the patent owner to use the patent, or else the use will constitute an infringement of the rights of the patent holder. 50 Copyrights On September 7, 1990, the SCNPC promulgated the Copyright Law, which took effect on June 1, 1991 and was amended in 2001, in 2010, and in 2020 (the 2020 amendment became effective on June 1, 2021). The Copyright Law extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center. The Computer Software Protection Regulations, promulgated by the State Council on June 4, 1991 and last amended on January 30, 2013, provides a software copyright owner may register with the software registration institution recognized by the copyright administration department of the State Council. Domain Names The MIIT promulgated the Measures on Administration of Internet Domain Names, or the Domain Name Measures, on August 24, 2017, which took effect on November 1, 2017 and replaced the Administrative Measures on China Internet Domain Name promulgated by MIIT on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the true, accurate and complete information of their identifications to domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure. Regulations on Foreign Exchange Under the Foreign Currency Administration Rules of the PRC promulgated by the State Council on January 29, 1996 and amended on August 5, 2008 and various regulations issued by the State Administration of Foreign Exchange, or the SAFE, and other relevant PRC government authorities, Renminbi is convertible into other currencies for current account items, such as trade-related receipts and payments and payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside the PRC for of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from the SAFE or its local office. Pursuant to the Circular of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, or the SAFE Circular 59 promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012 and was further amended on May 4, 2015, October 10, 2018 and December 30, 2019, approval is not required for opening a foreign exchange account and depositing foreign exchange into the accounts relating to the direct investments. SAFE Circular 59 also simplified foreign exchange- related registration required for the foreign investors to acquire the equity interests of PRC companies and further improve the administration on foreign exchange settlement for FIEs. Regulations on Dividend Distribution The principal laws and regulations regulating the dividend distribution of dividends by FIEs in the PRC include the Company Law of the PRC, as amended in 2018 and further amended on December 29, 2023 which became effective on July 1, 2024 and Foreign Investment Law promulgated by SCNPC on March 15, 2019 and came into effect on January 1, 2020 and its implementation regulations that took effect the same day. Under the current regulatory regime in the PRC, FIEs in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. In addition, failure to comply with the registration procedures set forth in the SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates. See the section of this annual report captioned “—B. Business Overview—Regulations—PRC Regulations—Regulations Related to Mergers and Acquisitions and Overseas Listings” of this annular report for details. Regulations on Taxation Enterprise Income Tax On March 16, 2007, the SCNPC promulgated the Law of the PRC on Enterprise Income Tax, which was amended on December 29, 2018 and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax, collectively, the EIT Law, which was amended on April 23, 2019. Under the EIT Law, both resident enterprises and non-resident enterprises are subject to tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from and inside the PRC. Under the EIT Law and 51 relevant implementing regulations, a uniform corporate income tax rate of 25% is applied. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside the PRC. Withholding Tax The EIT Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non- PRC resident enterprise investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Tax Avoidance Arrangement, promulgated by the STA on August 21, 2006, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the STA Circular 81, issued on February 20, 2009 by the STA, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Value-added Tax On December 25, 2024, the SCNPC issued the Value-added Tax Law of the PRC (“VAT Law”), which becomes effective on January 1, 2026. According to the VAT Law, any entities and individuals (including individual industrial and commercial households) that sell goods, services, intangible assets, or immovables, or import goods within the territory of the PRC are taxpayers of VAT and shall pay the VAT in accordance with the law and regulation. Except for taxpayers’ export of goods, the sale of services or intangible assets by domestic entities and individuals across national borders within the scope as prescribed by the State Council and other circumstances specified for by the State Council, the rate of VAT for sale of goods, labor services of processing, repair or replacement, or tangible movable property leasing services or import of goods is 13% unless otherwise specified, such as the rate of VAT for sale of agricultural products is 9%, and the rate of VAT for sale of transportation, postal, basic. telecommunications, construction, or immovable leasing services, sale of immovables, or transfer of the rights to use land is 9%. In addition to the above circumstances, the rate of VAT for sale of services or intangible assets is 6%. Regulations on Employment Labor Law and Labor Contract Law The Labor Law, which was promulgated on July 5, 1994 and amended on December 29, 2018 and the Labor Contract Law of the PRC, or the Labor Contract Law, which took effect on January 1, 2008 and was amended on December 28, 2012, are primarily regulating rights and obligations of employer and employee relationships, including the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between employers and the employees. Employers are prohibited from forcing employees to work above certain time limit and employers shall pay employees for overtime work in accordance to national regulations. In addition, employee wages shall be no lower than local standards on minimum wages and shall be paid to employees timely. Violations of the Labor Contract Law and the Labor Law may result in the imposition of fines and other administrative and criminal liability in the case of serious violations. Regulations on Social Insurance and Housing Fund Under the Social Insurance Law of the PRC that was promulgated by the SCNPC on October 28, 2010, came into force as of July 1, 2011 and was amended on December 29, 2018 and the Interim Regulations on the Collection and Payment of Social Insurance Premiums that was promulgated by the State Council on January 22, 1999 and was amended on March 24, 2019, employers are required to pay basic endowment insurance, unemployment insurance, basic medical insurance, employment injury insurance, maternity insurance and other social insurance for its employees at specified percentages of the salaries of the employees, up to a maximum amount specified by the local government regulations from time to time. Where an employer fails to fully pay social insurance premiums, relevant social insurance collection agency shall order it to make up for any shortfall within a prescribed time limit, and may impose a late payment fee at the rate of 0.05% per day of the outstanding amount from the due date. If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer. In accordance with the Regulations on the Management of Housing Fund which was promulgated by the State Council in 1999 52 and amended in 2002 and 2019, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time. Regulations on Employee Share Incentive Plans Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, pursuant to the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, or SAFE Circular 7, which was issued by the SAFE on February 15, 2012, employees, directors, supervisors, and other senior management participating in any share incentive plan of an overseas publicly-listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic agency as regulated in SAFE Circular 7. In addition, the STA has issued certain circulars concerning employee stock options and restricted shares, including the Circular on Issues Concerning the Individual Income Tax on Share-option Incentives, or the Circular 461, which was promulgated and took effective on August 24, 2009 and was amended on April 18, 2011. Under Circular 461 and other relevant laws and regulations, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees who exercise their stock option or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiary may face sanctions imposed by the tax authorities or other PRC governmental authorities. Regulations Related to Mergers and Acquisitions and Overseas Listings SAFE Circular 37 Under the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or the SAFE Circular 37, issued by the SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to the establishment or control of an offshore special purpose vehicle, or the SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for offshore equity financing with the enterprise assets or interests they hold in China. An amendment to registration or subsequent filing with the local SAFE branch by such PRC resident is also required if there is any change in basic information of the offshore company or any material change with respect to the capital of the offshore company. At the same time, the SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-trip Investment regarding the procedures for SAFE registration under the SAFE Circular 37, which became effective on July 4, 2014 as an attachment of Circular 37. Under the relevant rules, failure to comply with the registration procedures set forth in the SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. Regulations on Overseas Listing On July 6, 2021, Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law was jointly issued by the General Office of the Communist Party of China Central Committee and the General Office of the State Council, which steps-up scrutiny of overseas listings by companies and calls for strengthening cooperation in cross-border regulation, improving relevant laws and regulations on cyber security, cross-border data transmission and confidential information management, including the confidentiality requirement and file management related to the issuance and listing of securities overseas, enforcing the primary responsibility of the enterprises for information security of China-based overseas listed companies and promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As the official guidance and related implementation rules of these opinions have not been issued yet and the interpretation of these opinions remains unclear at this stage. We cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. On February 17, 2023, the CSRC, as approved by the State Council, released Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures and relevant guidelines, which came into effect on March 31, 2023. The Overseas Listing Trial Measures, among others, lays out specific requirements for filing. In addition, it stipulates that domestic companies that seek to offer and list securities in overseas markets shall strictly comply with laws, regulations and relevant provisions concerning national security in spheres of foreign investment, cybersecurity, and data security, and earnestly fulfill their obligations to protect national security and lays out the prohibited circumstances for overseas offering and listing. Domestic 53 companies seeking to list abroad must carry out relevant security review procedures if their businesses involve such supervision. It further requires that, subsequent securities offerings and listings of an issuer in other overseas markets than where it has offered and listed shall be filed with the CSRC within 3 working days after the relevant application in submitted overseas. And upon the occurrence of any of the material events specified below after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within 3 working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities; (iii) change of listing status or transfer of listing segment; (iv) voluntary or mandatory delisting. There remain substantial uncertainties as to the interpretation, application and enforcement of the Overseas Listing Trial Measures and how they will affect our operations and our future financing. The Overseas Listing Trial Measures further stipulates that a fine between RMB 1 million and RMB 10 million may be imposed if an applicant fails to fulfill the filing requirements with the CSRC. On February 17, 2023, the CSRC circulated the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of CSRC which, among others, state that the companies that have already been listed on overseas stock exchanges are not required to make immediate filings for its listing yet need to make filings for subsequent offerings in accordance with the Overseas Listing Trial Measures and the relevant guidelines. On February 24, 2023, the CSRC, the MOF, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or the Confidentiality and Archives Provisions, which took effect on March 31, 2023, regulating the secrets protection and archives administration behaviors relevant to the overseas listing. U.S. Regulation We are subject to a number of U.S. federal and state laws and regulations that involve matters central to our business. These laws and regulations may involve privacy, cybersecurity, data protection, intellectual property, competition, consumer protection, export taxation, telecommunications or other subjects. For example, as a provider of products used in communications applications, we may be indirectly or directly subject to existing or potential Federal Communications Commission, or FCC, regulations relating to the Twenty-First Century Communications and Video Accessibility Act, Telecommunications Relay Service fund contributions and other requirements. These laws require providers of certain advanced communications services to make those services accessible to parties with disabilities, including the hardware or software applications they provide, and to keep records of their compliance obligations. These laws may also require service providers to pay certain fees to support FCC accessibility initiatives. If requirements under these laws were imposed on us indirectly by our customers or directly upon us by the FCC, we would be subject to certain product design, recordkeeping or fee contribution obligations. FCC classification of our internet voice communications products as telecommunications services could result in additional federal and state regulatory obligations. If we do not comply with FCC rules and regulations, we could be subject to FCC enforcement actions, fines, and possibly restrictions on our ability to operate or offer certain of our products. Any enforcement action by the FCC, which may be a public process, could hurt our reputation in the industry, possibly impair our ability to sell our products to customers and could adversely affect our business, operating results and financial condition. Many of the laws and regulations to which we are subject are still evolving and being tested in courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate. Because these laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation. C.Organizational Structure We conduct our business through a number of operating entities in the U.S., China and other countries and regions as we continue to expand our global presence. The following diagram illustrates our corporate structure as of the date of this annual report, including primarily our significant subsidiaries: 54 We conduct our Agora business mainly through our subsidiaries in the U.S. and Singapore, and our Shengwang business mainly through our subsidiaries in China. Historically, we had controlling financial interest over Zhaoyan through a series of contractual arrangements by and among Shanghai Dayin, Zhaoyan and Zhaoyan’s shareholders. These contractual arrangements, as described in more detail below, collectively allowed us to exercise controlling financial interest over Zhaoyan, (2) receive substantially all of the economic benefits of Zhaoyan and (3) purchase all or part of the equity interests in Zhaoyan pursuant to exclusive call option exercisable when so permitted under PRC laws. Since January 2025, we terminated the contractual arrangement with Zhaoyan. Going forward, our business will be conducted primarily through our PRC subsidiaries, such as Shanghai Shengwang. Historical Contractual Arrangements among Shanghai Dayin, Zhaoyan and Zhaoyan’s Shareholders Below is a summary of the historical contractual arrangements by and among Shanghai Dayin, Zhaoyan and Zhaoyan’s shareholders, all of which were terminated in January 2025. Agreements that Provided us with Controlling Financial Interest over Zhaoyan Share Pledge Agreement. Pursuant to the Share Pledge Agreement, dated June 18, 2015, by and among Shanghai Dayin, Zhaoyan and Zhaoyan’s then shareholders, and a joinder agreement entered into by and among Ms. Yan Chen, Shanghai Dayin and Zhaoyan on January 19, 2021, each of Zhaoyan’s shareholders pledged and the joinder shareholder agrees to pledge all of their equity interests in Zhaoyan to Shanghai Dayin to guarantee their and Zhaoyan’s performance of their obligations under the contractual arrangements. Following the terms of the Share Pledge Agreement, the shareholders of Zhaoyan, except for the joinder shareholder, have registered the pledge partially at the State Administration for Market Regulation on July 29, 2015. Voting Rights Proxy Agreement and Irrevocable Powers of Attorney. Under the Voting Rights Proxy Agreement, dated as of June 18, 2015, by and among Shanghai Dayin, Zhaoyan and Zhaoyan’s then shareholders, the related irrevocable powers of attorney executed by Zhaoyan’s then shareholders on the same date pursuant to the Voting Rights Proxy Agreement, and a joinder agreement entered into by and among Ms. Yan Chen, Shanghai Dayin and Zhaoyan on January 19, 2021, each of Zhaoyan’s shareholders irrevocably granted Shanghai Dayin’s designated representative full power of attorney to exercise his or her rights as a shareholder of Zhaoyan, including rights to convene and attend shareholders’ meetings, nominate and elect directors, and appoint and dismiss the senior management of Zhaoyan. Agreement that Allowed us to Receive Economic Benefits from Zhaoyan Exclusive Technology Consulting and Services Agreement. Under the Exclusive Technology Consulting and Services Agreement, dated as of June 18, 2015, by and between Shanghai Dayin and Zhaoyan, and a joinder agreement entered into by and among Ms. Yan Chen, Shanghai Dayin and Zhaoyan on January 19, 2021, Shanghai Dayin has the exclusive right to provide to Zhaoyan consulting and services related to, among other things, information consulting, assisting in information collection and market research, and providing training to personnel. Shanghai Dayin has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Zhaoyan shall pay Shanghai Dayin an annual service fee, which may only be adjusted with the approval of Shanghai Dayin and ShengWang HK. Agreement that Provided us with the Option to Purchase the Equity Interest in Zhaoyan 55 Exclusive Option Agreement. Pursuant to the Exclusive Option Agreement, dated as of June 18, 2015, by and among Shanghai Dayin, Zhaoyan and Zhaoyan’s then shareholders, and a joinder agreement entered into by and among Ms. Yan Chen, Shanghai Dayin and Zhaoyan on January 19, 2021, each of Zhaoyan’s shareholders irrevocably granted Shanghai Dayin an exclusive option to purchase, or have its designated person to purchase, at its discretion, to the extent permitted under PRC law, all or part of their equity interests in Zhaoyan, and the purchase price shall be the registered capital of Zhaoyan pro rata to Zhaoyan’s shareholders’ shareholdings or the lowest price permitted by applicable PRC law, as applicable. The shareholders of Zhaoyan undertake that, without the prior written consent of Shanghai Dayin or us, they shall not, among other things, increase or decrease the registered capital of Zhaoyan, dispose of its assets, incur any debts or guarantee any liabilities, terminate any material agreements or enter into any agreements that are in conflict with any of the existing material agreements, distribute or vote to distribute any profits, interests or dividends, amend its articles of association or provide any loans to third parties. In the opinion of Fangda Partners, our PRC legal counsel, dated as of April 15, 2026: •the ownership structures of Shanghai Dayin and Zhaoyan in China had not violated any applicable PRC law, regulation or rule then in effect before the termination of the Former VIE structure; and •the contractual arrangements among Shanghai Dayin, Zhaoyan and Zhaoyan’s shareholders governed by PRC laws had been valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules and regulations then in effect, and had not violated any applicable PRC law, regulation or rule then in effect before the termination of the Former VIE structure. 56 Historical Financial Information Related to the Former VIEs In 2023 and 2024, the amount of revenues generated by the VIEs accounted for 56.7% and 44.7%, respectively, of our total revenues. As of December 31, 2024, total assets of the Former VIEs, excluding amounts due from other companies in the Group, equaled to 4.4% of our consolidated total assets as of the same date. The following tables present the summary financial information for the Former VIEs and their subsidiaries, our wholly foreign-owned subsidiaries in China that are the primary beneficiary of the Former VIEs, and other entities within the Group for the periods presented. Selected Condensed Consolidating Statements of Comprehensive Loss Data For the year ended December 31, 2024 Agora, Inc. Other Subsidiaries Primary Beneficiary of the Former VIEs Former VIEs and the Former VIEs’ Subsidiaries Elimination Adjustments Consolidated Total (in US$ thousands) Third-party revenues — 73,752 — 59,504 — 133,256 Inter-company revenues(1) — 29,133 3,033 — (32,166) — Research and development (Interco)(1) — — — (32,166) 32,166 — Other costs and expenses (901) (150,891) (8,348) (28,005) — (188,145) Other operating income — — 53 1,525 — 1,578 (Loss) income from subsidiaries and the Former VIE (46,558) (4,235) 1,019 — 49,774 — Income from non-operations 4,732 5,941 8 161 — 10,842 (Loss) income before income tax expenses (42,727) (46,300) (4,235) 1,019 49,774 (42,469) Less: income tax expenses — (258) — — — (258) Net (loss) income (42,727) (46,558) (4,235) 1,019 49,774 (42,727) Net (loss) income attributable to ordinary shareholders (42,727) (46,558) (4,235) 1,019 49,774 (42,727) For the year ended December 31, 2023 Agora, Inc. Other Subsidiaries Primary Beneficiary of the Former VIEs Former VIEs and the Former VIEs’ Subsidiaries Elimination Adjustments Consolidated Total (in US$ thousands) Third-party revenues — 60,997 274 80,267 — 141,538 Inter-company revenues(1) — 30,715 2,206 — (32,921) — Research and development (Interco)(1) — — — (32,921) 32,921 — Other costs and expenses (655) (137,718) (10,930) (49,360) — (198,663) Other operating income — (31,596) 1,632 (235) — (30,199) Loss from subsidiaries and the Former VIE (88,197) (8,963) (2,184) — 99,344 — Income (loss) from non-operations 1,640 (1,241) 39 89 — 527 Loss before income tax expenses (87,212) (87,806) (8,963) (2,160) 99,344 (86,797) Less: income tax expenses (7) (391) — (24) — (422) Net loss (87,219) (88,197) (8,963) (2,184) 99,344 (87,219) Net loss attributable to ordinary shareholders (87,219) (88,197) (8,963) (2,184) 99,344 (87,219) (1)It represents the elimination of the intercompany service charges at the consolidation level for research and development services with primary beneficiary of the Former VIEs and technical consulting services with other subsidiaries. 57 Selected Condensed Consolidating Balance Sheet Data The following tables present the summary balance sheet data for the Former VIE and other entities as of the dates presented. For the year ended December 31, 2024 Agora, Inc. Other Subsidiaries Primary Beneficiary of the Former VIEs Former VIEs and the Former VIEs’ Subsidiaries Elimination Adjustments Consolidated Total (in US$ thousands) Assets Current assets: Cash and cash equivalents 7,075 15,754 448 3,806 — 27,083 Short-term deposits 20,000 148,327 — — — 168,327 Short-term financial products issued by banks 50,679 20,785 — — — 71,464 Short-term investments 2,787 — — — — 2,787 Accounts receivable, net — 14,877 — 16,075 — 30,952 Prepayments and other current assets 2,737 17,762 426 1,668 — 22,593 Restricted cash — 3,708 — 37 — 3,745 Contract asset — 1,033 — 66 — 1,099 Amounts due from intercompany(3) 627,228 156,221 16,051 5,533 (805,033) — Total current assets 710,506 378,467 16,925 27,185 (805,033) 328,050 Property and equipment, net — 4,315 139 226 — 4,680 Construction in progress for the headquarters project — 44,486 — — — 44,486 Operating lease right-of-use assets — 3,681 185 — — 3,866 Intangible assets — 611 — — — 611 Long-term deposits 15,000 20,500 — — — 35,500 Long-term financial products issued by banks 61,400 — — — — 61,400 Long-term investments — 33,754 — 6,956 — 40,710 Other non-current assets 1,233 15,475 454 1,794 — 18,956 Land use right, net — 161,395 — — — 161,395 Investments in subsidiaries(2) (106,005) (7,592) — — 113,597 — Investments in the Former VIE(2) — — — — — — Total non-current assets (28,372) 276,625 778 8,976 113,597 371,604 Total assets 682,134 655,092 17,703 36,161 (691,436) 699,654 Liabilities and shareholders’ equity (deficit) Current liabilities: Accounts payable — 6,563 — 6,402 — 12,965 Advances from customers — 3,044 — 5,694 — 8,738 Taxes payable — 2,058 84 68 — 2,210 Current operating lease liabilities — 1,718 31 — — 1,749 Payables for construction cost — 12,834 — — — 12,834 Accrued expenses and other current liabilities 557 15,506 1,689 2,087 — 19,839 Amounts due to intercompany(3) 108,916 650,871 23,337 21,909 (805,033) — Total current liabilities 109,473 692,594 25,141 36,160 (805,033) 58,335 Long term borrowings for the headquarters project — 46,469 — — — 46,469 Long term payables — — — 1 — 1 58 For the year ended December 31, 2024 Agora, Inc. Other Subsidiaries Primary Beneficiary of the Former VIEs Former VIEs and the Former VIEs’ Subsidiaries Elimination Adjustments Consolidated Total (in US$ thousands) Long-term operating lease liabilities — 1,768 154 — — 1,922 Deferred tax liabilities — 92 — — — 92 Advance in relation to the headquarters project — 20,174 — — — 20,174 Total non-current liabilities — 68,503 154 1 — 68,658 Total liabilities 109,473 761,097 25,295 36,161 (805,033) 126,993 Total shareholders’ equity (deficit) 572,661 (106,005) (7,592) — 113,597 572,661 Total liabilities, mezzanine equity and shareholders’ equity (deficit) 682,134 655,092 17,703 36,161 (691,436) 699,654 (2)It represents the elimination of the investment among Agora, Inc., other subsidiaries, primary beneficiary of the Former VIE, and the Former VIE and the Former VIE’s subsidiary. (3)It represents the elimination of intercompany balances among Agora, Inc., other subsidiaries, primary beneficiary of the Former VIE, and the Former VIE and the Former VIE’s subsidiaries. The following table represents the roll-forward of the amount due to intercompany for the former VIE as of December 31, 2024: For the Year Ended December 31, 2024 (in US$ thousands) Amount due to intercompany Balance as of December 31, 2023 (64,683) Service fees accrued in fiscal year 2024 (32,166) Value added taxes (1,930) Payment of service fees in fiscal year 2024 45,273 Other accrued 14,258 Waiver of intercompany payables 17,797 Foreign currency translation (458) Balance as of December 31, 2024 (21,909) Selected Condensed Consolidating Statements of Cash Flow Data The following tables present the summary cash flow data for the Former VIE and other entities for the periods presented. For the year ended December 31, 2024 Agora, Inc. Other Subsidiaries Primary Beneficiary of the Former VIEs Former VIEs and the Former VIEs’ Subsidiaries Elimination Adjustments Consolidated Total (in US$ thousands) Purchase of service from Group companies(4) — — — (45,273) 45,273 — Sales of service from Group Companies(4) — 22,054 23,219 — (45,473) — Operating activities with external parties 8,312 (32,193) (31,182) 40,934 — (14,129) Net cash provided by (used in) operating activities 8,312 (10,139) (7,963) (4,339) — (14,129) Investment in inter-company-others(5) (6,829) 26,878 30,277 — (50,326) — Other investing activities 10,405 (48,196) (81) (177) — (38,049) Net cash provided by (used in) investing activities 3,576 (21,318) 30,196 (177) (50,326) (38,049) Proceeds used in inter-financing-others(5) — (23,448) (26,878) — 50,326 — Other financing activities (10,204) 56,198 — — — 45,994 Net cash (used in) provided by financing activities (10,204) 32,750 (26,878) — 50,326 45,994 59 For the year ended December 31, 2023 Agora, Inc. Other Subsidiaries Primary Beneficiary of theFormer VIEs Former VIEs and the Former VIEs’ Subsidiaries Elimination Adjustments Consolidated Total (in US$ thousands) Purchase of service from Group companies(4) — — (17,327) (48,587) 65,914 — Sales of service from Group Companies(4) — 23,951 24,636 17,327 (65,914) — Operating activities with external parties 4,874 (38,117) (7,763) 27,395 — (13,611) Net cash provided by (used in) operating activities 4,874 (14,166) (454) (3,865) — (13,611) Investment in inter-company-others(5) 50,692 19,016 23,103 — (92,811) — Other investing activities (14,675) 61,312 (83) 10,089 — 56,643 Net cash provided by (used in) investing activities 36,017 80,328 23,020 10,089 (92,811) 56,643 Proceeds used in inter-financing-others(5) — (73,795) (19,016) — 92,811 — Other financing activities (63,277) 10,909 — — — (52,368) Net cash (used in) provided by financing activities (63,277) (62,886) (19,016) — 92,811 (52,368) (4)The cash flows which have occurred between our subsidiaries and the Former VIEs included the following: -cash paid by the Former VIEs to our wholly foreign-owned subsidiaries in China for technical service fees; -cash paid by our wholly foreign-owned subsidiaries in China to the Former VIEs for research and development consulting fees. (5)The cash flow represents capital injections from ShengWang HongKong Limited to other subsidiaries, as well as cash transfers between Agora, Inc. and its equity owned subsidiaries. The following table represents the roll-forward of Agora, Inc.’s investments in subsidiaries and investments in the Former VIEs and the Former VIEs’ subsidiaries, including share of loss from the Former VIEs and the Former VIEs’ subsidiaries: Investments in subsidiaries and VIEs Investments in subsidiaries Investments in the Former VIEs and the Former VIEs’ subsidiaries (in US$ thousands) January 1, 2023 (28,264) (24,558) Share of loss from subsidiaries and the Former VIEs and the Former VIEs’ subsidiaries (88,197) (2,184) Share of other change in the capital account of subsidiaries and the Former VIEs and the Former VIEs’ subsidiaries 2,472 3,299 Foreign currency translation 20,886 513 December 31, 2023 (93,103) (22,930) Share of (loss) income from subsidiaries and the Former VIEs and the Former VIEs’ subsidiaries (46,558) 1,019 Share of other change in the capital account of subsidiaries and the Former VIEs and the Former VIEs’ subsidiaries 37,410 21,479 Foreign currency translation (3,754) 432 December 31, 2024 (106,005) — D.Property, Plants and Equipment We owned one property under construction, which is an office building primarily intended for our future headquarters in China. In June 2022, we entered into an agreement with the local government to acquire the land use rights for approximately 42,000 square meters of land in the riverside area of Yangpu District, Shanghai, China through an entity (the “Joint Venture”) established by us and two independent third parties. We hold a 46.39% equity interest in the Joint Venture. The aggregate consideration for acquiring the land use rights is approximately RMB2.5 billion. The land use rights for the foregoing parcel were officially obtained in February 2023, and the building construction on such parcel was commenced in the same year. Following the estimated completion of building construction in 2026, we may use part of the building as our office space. The headquarters of our Shengwang business are in Shanghai, where we lease office space with an area of approximately 9,215 square meters. The headquarters of our Agora business are in Santa Clara, where we lease office space with an area of approximately 525 square meters. 60 We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.