You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. A. Operating Results Overview We are a global technology company with a mission to enrich lives through technology. We operate leading online social entertainment platforms that offer live streaming, short videos, instant messaging, casual games and beyond. We also operate a global advertising platform, which connects advertisers and publishers with high-quality traffic from our social apps and premium international developers, and a global smart commerce platform that enables merchants to easily build their brands online and sell their products to customers around the world. By seamlessly integrating social entertainment with a robust B2B technology stack, JOYY provides a comprehensive ecosystem to facilitate digital engagement and commercial transformation, creating a self-reinforcing flywheel that empowers creators, advertisers and brand merchants worldwide. Today, we operate in a number of markets across the globe, including North America, Europe, the Middle East, Southeast Asia, and others. The global average mobile monthly active users on our social entertainment platforms reached 272.1 million in the fourth quarter of 2025. 85 Table of Contents Our total net revenues amounted to US$2.3 billion in 2023, US$2.2 billion in 2024 and US$2.1 billion in 2025. Our net cash provided by operating activities was US$295.6 million in 2023, US$308.7 million in 2024 and US$302.3 million in 2025. We derived our revenues primarily from live streaming services, accounting for 87.3%, 79.9% and 72.0% of our total net revenues in 2023, 2024 and 2025, respectively. We have been exploring additional monetization opportunities and diversifying our revenue streams beyond livestreaming. In particular, our advertising revenues have demonstrated strong growth momentum in 2025. Our advertising revenues accounted for 5.3%, 14.4% and 20.8% of our total net revenues in 2023, 2024 and 2025, respectively. Major Factors Affecting our Results of Operations Our business and results of operations are affected by general factors that, among others, influence the social entertainment, advertising and smart commerce industry in our target markets. Such general factors include: ● overall macroeconomic growth and users paying sentiment; ● growth of mobile internet usage and penetration rate; ● changes in user preferences; ● growth and competitive landscape of the social networking, entertainment, advertising and smart commerce industry; ● governmental regulations, policies, actions or restrictions globally and in markets where we operate; and ● fluctuations in the exchange rates of foreign currency in which the revenue we earn is denominated. While our business and results of operations are influenced by the general factors summarized above, we believe that our results of operations are more directly affected by company-specific factors. The specific factors that more directly affect our business and results of operations include: ● our ability to increase our popularity by offering new and attractive contents, products and services that allow us to monetize our platforms; ● our ability to attract and retain a large and engaged user base; ● our ability to attract and retain certain popular performers, agencies, channel owners and other business partners; ● our ability to attract and retain advertisers and advertising agencies; ● changes of our business strategy, such as launching new services or products, expanding into new markets, or discontinuing services in certain markets or products; and ● our cost and expense structure, and other resources directed to our operations. Discussion of Selected Statements of Operations Items Revenues We generate revenue through a diversified mix of global social entertainment and business-to-business (B2B) technology solutions. Our live streaming revenues are primarily comprised of revenues from our social entertainment platforms, primarily including Bigo Live, Likee, Hago, imo and others. Our advertising revenues are primarily comprised of revenues from BIGO Ads. Other revenues primarily include e-commerce SAAS revenues from Shopline, revenues from online games, and others. 86 Table of Contents The following table sets forth the principal components of our total net revenues by amount and as a percentage of our total net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ % of total net ​ ​ ​ ​ ​ ​ ​ % of total net ​ ​ ​ ​ ​ ​ ​ % of total net ​ ​ US$ ​ revenues ​ US$ ​ revenues ​ US$ ​ revenues ​ (in thousands, except for percentages) Live streaming 1,979,371 87.3 1,788,021 79.9 1,529,667 72.0 Advertising ​ 119,880 ​ 5.3 ​ 323,013 ​ 14.4 ​ 442,718 ​ 20.8 Others 168,619 7.4 126,754 5.7 151,863 7.2 Total net revenues (1) 2,267,870 100.0 2,237,788 100.0 2,124,248 100.0 Note: (1) Revenues are presented net of rebates and discounts. The following table sets forth the geographic locations from which we generated our net revenues by amount and as a percentage of our total net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ % of total net ​ ​ ​ % of total net ​ ​ ​ % of total net ​ ​ ​ ​ US$ ​ ​ ​ revenues ​ ​ ​ US$ ​ ​ ​ revenues ​ ​ ​ US$ ​ ​ ​ revenues ​ ​ (in thousands, except for percentages) Developed countries and regions(1) ​ 968,225 ​ 42.7 ​ 1,206,679 ​ 53.9 ​ 1,250,411 ​ 58.9 Middle East(2) 441,277 19.5 317,848 14.2 244,222 11.5 Mainland China 347,825 15.3 233,578 10.4 208,722 9.8 Southeast Asia and others(3) 510,543 22.5 479,683 21.5 420,893 19.8 Total net revenues 2,267,870 100.0 2,237,788 100.0 2,124,248 100.0 Notes: (1) Developed countries and regions mainly include the United States, Singapore, Japan, South Korea and the United Kingdom. (2) Middle East mainly include Saudi Arabia and other countries located in the region. (3) Southeast Asia and others mainly include Indonesia, Vietnam and rest of the world. Live streaming revenues. We generate live streaming revenues from the sales of virtual items that can be gifted to streamers on our live streaming platforms. Users access content on our platforms free of charge, but are charged for purchases of virtual items. The most significant factors that directly affect our live streaming revenues include the number of our paying users and average revenue per paying user, or ARPU. Our management regularly monitor these operating metrics, which are important and direct performance indicators, in managing our live streaming business and in making relevant operational and production decisions. ● The number of paying users. In 2025, we had 3.6 million paying users for our live streaming services on Bigo Live, Likee and imo. We calculate the number of paying users during a given period as the cumulative number of registered user accounts that have purchased virtual items or other products and services on the above-mentioned platforms at least once during the relevant period. ● ARPU. ARPU is calculated by dividing our total revenues from live streaming on Bigo Live, Likee and imo during a given period by the number of paying users for our live streaming services on the above-mentioned platforms for that period. As we begin to generate revenues from an increasing variety of live streaming services, our ARPU may fluctuate from period to period due to the mix of live streaming services purchased by our paying users. In 2025, our ARPU for live streaming was US$365. 87 Table of Contents We create and offer to users virtual items that can be used on various channels. Users can purchase consumable virtual items from us to show support for their favorite performers or time-based virtual items that provide users with recognized status, such as priority speaking rights or special symbols on the music and entertainment channels. Advertising Revenues. We generate revenue by providing performance-based and brand advertising solutions to global advertisers looking to acquire users. Our revenue is generated through (i) advertisements displayed within our own ecosystem of social entertainment platforms and (ii) our BIGO Audience Network, which leverages our proprietary recommendation algorithms to deliver targeted advertisements across third-party network partner properties. Advertising revenues are primarily derived from BIGO Ads. Other revenues. We generate other revenues from e-commerce and our online game business. ● E-commerce business revenues. We operate a global smart commerce platform that enables merchants to easily build their brands online and sell their products to users around the world. We recognize revenue when the identified performance obligation is satisfied by rendering the promised service to the customer and when specific criteria have been met. ● Online games revenues. We generate online games revenues from the sales of in-game virtual items used for games developed by us or by third parties under revenue-sharing arrangements on our platforms. Users play online games free of charge, but are charged for purchases of virtual items. The online games we currently offer are primarily web games that can be run from an internet browser and require an internet connection to play. Cost of Revenues Cost of revenues consists primarily of (i) revenue sharing fees and content costs including payments to various channel owners and performers and content providers and traffic costs to advertising network partners, (ii) bandwidth costs, (iii) payment handling costs, (iv) salary and welfare, (v) technical service fee, (vi) depreciation and amortization expense for servers, other equipment and intangibles directly related to operating the platform, (vii) share-based compensation, (viii) other taxes and surcharges, and (ix) other costs. Operating Expenses Our operating expenses consist of (i) research and development expenses, (ii) sales and marketing expenses, (iii) general and administrative expenses, and (iv) goodwill impairment. Research and Development Expenses Research and development expenses consist primarily of (i) salary and welfare for research and development personnel, (ii) share-based compensation for research and development personnel, (iii) depreciation of office premises and servers utilized by research and development personnel, and (iv) rental expenses. Costs incurred during the research stage are expensed as incurred. Sales and Marketing Expenses Sales and marketing expenses consist primarily of (i) advertising and promotion expenses, (ii) amortization of intangible assets from business acquisition, and (iii) salary and welfare for sales and marketing personnel. General and Administrative Expenses General and administrative expenses consist primarily of (i) salary and welfare for general and administrative personnel, (ii) share-based compensation for management and administrative personnel, (iii) impairment charge, (iv) professional service fees, and (v) office facilities and other overhead expenses. 88 Table of Contents Share-based Compensation Expenses We grant stock-based awards, such as share options, restricted shares, restricted share units to eligible employees, officers, directors, and non-employee consultants. Awards granted to employees, officers, and directors are initially accounted for as equity-classified awards, which are measured at the grant date fair value of the award and are recognized using the graded vesting method, net of estimated forfeitures, over the requisite service period, which is generally the vesting period. Awards granted to non-employees are initially measured at fair value on the grant date and periodically re-measured thereafter until the earlier of the performance commitment date or the date the service is completed and recognized over the period in which the service is provided. Our operating expenses include share-based compensation expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ (in thousands) Research and development expenses ​ 295,503 ​ 278,740 ​ 247,133 Sales and marketing expenses ​ 369,577 333,334 297,470 General and administrative expenses ​ 122,661 152,517 164,529 Goodwill impairment ​ — 454,935 — Total ​ 787,741 ​ 1,219,526 ​ 709,132 ​ Other Operating Income Gain (loss) on disposal of subsidiary We disposed certain subsidiaries in 2023 and 2024, which resulted in recognition of related loss of US$6.2 million and gain of US$1.6 million, respectively. Other income Other income primarily consists of government grants and tax refunds in connection with our contributions to technology development and investments in local business districts. These grants may not be recurring in nature. Taxation Cayman Islands According to our Cayman Islands counsel, Maples and Calder (Hong Kong) LLP, we are incorporated as an exempted company in the Cayman Islands. The Cayman Islands currently have no income, corporation or capital gains taxes. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. British Virgin Islands Duowan Entertainment Corporation is our wholly owned subsidiary. As Duowan Entertainment Corporation is a British Virgin Islands business company subject to the provisions of the British Virgin Islands Business Companies Act (As Revised), it is exempt from all provisions of the Income Tax Act of the British Virgin Islands (including with respect to all dividends, interests, rents, royalties, compensation and other amounts payable by Duowan Entertainment Corporation to persons who are not persons resident in the British Virgin Islands). Capital gains realized with respect to any shares, debt obligations or other securities of Duowan Entertainment Corporation by persons who are not persons resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act of the British Virgin Islands. 89 Table of Contents Hong Kong Our subsidiary registered in Hong Kong is subject to Hong Kong profits tax on the taxable income as reported in its respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. Singapore According to the Development and Expansion Incentive, pursuant to the provisions of Part IIIB of the Economic Expansion Incentives (Relief from Income Tax) Act, Chapter 86, corporations engaging in new high-value-added projects, expanding or upgrading their operations, or undertaking incremental activities after their pioneer period may apply for their profits to be taxed at a reduced rate of not less than 5% for an initial period of up to ten years. The total tax relief period for each qualifying project or activity is subject to a maximum of 40 years (inclusive of the post-pioneer relief period previously granted, if applicable). Bigo Singapore applied for the incentive qualification and is entitled to enjoy the beneficial tax rate of 5% as the incentive for the years 2018 through 2025, and 10% for the years 2026 through 2027. Bigo Singapore will need to re-apply for the incentive qualification renewal in 2028. Other subsidiaries incorporated in Singapore were subject to 17% of their taxable income. Mainland China Current taxation primarily represented the provision for a state and local corporate income tax for subsidiaries and variable interest entities operating in mainland China. Our PRC subsidiaries and the VIEs are subject to the PRC Enterprise Income Tax Law on their taxable income as reported in their respective statutory financial statements adjusted in accordance with the relevant tax laws and regulations in mainland China. All our entities in mainland China are subject to enterprise income tax at a rate of 25%, with the exception of any preferential treatments they may receive, such as, among others, the 15% preferential tax rate that BaiGuoYuan Technology can enjoy for the periods reported as a result of its qualification as a High and New Technology Enterprise, valid until November 27, 2027. According to a policy promulgated by mainland China’s state tax bureau and effective from 2008 onwards, enterprises engaged in research and development activities are entitled to claim a certain percentage of the research and development expenses so incurred in a year as tax deductible expenses in determining its tax assessable profits for that year. The additional tax deducting amount of the qualified research and development expenses is 100% since January 1, 2023. Certain subsidiaries and the VIEs have claimed such tax deduction for the periods reported. In addition, according to the PRC Enterprise Income Tax Law and its implementation rules, foreign enterprises, which have no establishment or place in mainland China but derive dividends, interest, rents, royalties and other income (including capital gains) from sources in mainland China, are subject to PRC withholding tax at 10% (a further reduced withholding tax rate may be available according to the applicable double tax treaty or arrangement). The 10% withholding tax is applicable to any dividends to be distributed from our subsidiaries in mainland China and the variable interest entities to us and our subsidiaries outside mainland China. We do not have any present plan to pay out the retained earnings in subsidiaries in mainland China and the variable interest entities in the foreseeable future. Accordingly, no withholding tax has been accrued. 90 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years indicated. Our current businesses have a limited operating history which makes it difficult to predict future operating results. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of future performance. Unless otherwise specifically stated, financial results discussed herein refer to our continuing operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ ​ ​ % of total ​ ​ ​ ​ ​ ​ ​ % of total ​ ​ ​ ​ ​ ​ ​ % of total ​ ​ ​ ​ US$ ​ ​ ​ net revenues ​ ​ ​ US$ ​ ​ ​ net revenues ​ ​ ​ US$ ​ ​ ​ net revenues ​ ​ (in thousands, except for percentages) Total net revenues(1) ​ 2,267,870 100.0 2,237,788 100.0 2,124,248 100.0 Live streaming ​ 1,979,371 87.3 1,788,021 79.9 1,529,667 72.0 Advertising ​ 119,880 ​ 5.3 ​ 323,013 ​ 14.4 ​ 442,718 ​ 20.8 Others ​ 168,619 7.4 126,754 5.7 151,863 7.2 Cost of revenues ​ (1,454,842) (64.2) (1,431,585) (64.0) (1,361,616) (64.1) Gross profit ​ 813,028 35.8 806,203 36.0 762,632 35.9 Research and development expenses ​ (295,503) (13.0) (278,740) (12.5) (247,133) (11.6) Sales and marketing expenses ​ (369,577) (16.3) (333,334) (14.9) (297,470) (14.0) General and administrative expenses ​ (122,661) (5.4) (152,517) (6.8) (164,529) (7.7) Goodwill impairment ​ — — (454,935) (20.3) — — Total operating expenses ​ (787,741) (34.7) (1,219,526) (54.5) (709,132) (33.4) (Loss) gain on disposal of subsidiary ​ (6,177) (0.3) 1,643 0.1 — — Other income ​ 9,705 0.4 6,055 0.3 2,320 0.1 Operating income (loss) ​ 28,815 1.3 (405,625) (18.1) 55,820 2.6 Gain on deemed disposal and disposal of investments ​ 74,851 3.3 — — — — Gain on fair value changes of investments ​ 12,425 0.5 6,636 0.3 12,320 0.6 Foreign currency exchange (losses) gains, net ​ (2,906) (0.1) 764 0.0 (14,111) (0.7) Interest expense ​ (10,420) (0.5) (4,847) (0.2) (516) 0.0 Interest income and investment income ​ 185,212 8.2 175,556 7.8 162,607 7.7 Income (loss) before income tax expenses ​ 287,977 12.7 (227,516) (10.2) 216,120 10.2 Income tax expenses ​ (18,856) (0.8) (13,485) (0.6) (16,429) (0.8) Income (loss) before share of (loss) income in equity method investments, net of income taxes ​ 269,121 11.9 (241,001) (10.8) 199,691 9.4 Share of income (loss) in equity method investments, net of income taxes ​ 3,297 0.1 (1,637) (0.1) 11,610 0.5 Net income (loss) from continuing operations ​ 272,418 ​ 12.0 ​ (242,638) ​ (10.8) ​ 211,301 ​ 9.9 Gain on disposal of YY Live ​ — ​ — ​ — ​ — ​ 1,875,921 ​ 88.3 Net income (loss) ​ 272,418 ​ 12.0 ​ (242,638) ​ (10.8) ​ 2,087,222 ​ 98.3 Net loss attributable to the non-controlling interest shareholders and the mezzanine equity classified non-controlling interest shareholders ​ 29,398 ​ 1.3 ​ 96,402 ​ 4.3 ​ 11,213 ​ 0.5 Net income (loss) attributable to controlling interest of the Company ​ 301,816 13.3 (146,236) (6.5) 2,098,435 98.8 Including: Net income (loss) from continuing operations attributable to controlling interest of the Company ​ 301,816 ​ 13.3 ​ (146,236) ​ (6.5) ​ 222,514 ​ 10.5 Gain on disposal of YY Live ​ — ​ — ​ — ​ — ​ 1,875,921 ​ 88.3 Accretion of subsidiaries’ redeemable convertible preferred shares to redemption value ​ (5,048) (0.2) (1,388) (0.1) (1,387) (0.1) Cumulative dividend on subsidiary’s Series A Preferred Shares ​ (2,000) ​ (0.1) ​ — ​ — ​ — ​ — Gain on repurchase of redeemable convertible preferred shares of a subsidiary ​ 52,583 ​ 2.3 ​ — ​ — ​ — ​ — Net income (loss) attributable to common shareholders of the Company ​ 347,351 15.3 (147,624) (6.6) 2,097,048 98.7 Including: Net income (loss) from continuing operations attributable to common shareholders of the Company ​ 347,351 ​ 15.3 ​ (147,624) ​ (6.6) ​ 221,127 ​ 10.4 Gain on disposal of YY Live ​ — ​ — ​ — ​ — ​ 1,875,921 ​ 88.3 Note: (1) Net of rebates and discounts. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net revenues. Our net revenues decreased from US$2,237.8 million in 2024 to US$2,124.2 million in 2025, primarily due to a decline in live streaming revenues. 91 Table of Contents Live streaming revenues. Our live streaming revenues decreased from US$1,788.0 million in 2024 to US$1,529.7 million in 2025. The overall decrease was primarily attributable to our proactive adjustments to the operational strategies and features of our live streaming products to enhance efficiency and compliance, and the decrease in the ARPU for live streaming. In particular, ARPU for live streaming decreased from US$391 in 2024 to US$365 in 2025. Advertising revenues. Our advertising revenues increased from US$323.0 million in 2024 to US$442.7 million in 2025. The increase was due to strong performance of BIGO Ads, driven by expansion of traffic, advertiser base, geographic and vertical market diversification, and enhanced algorithm performance that resulted in improved advertisement delivery efficiency and higher advertiser spending. Other revenues. Other revenues increased by 19.8% from US$126.8 million in 2024 to US$151.9 million in 2025. The increase was mainly driven by steady growth of our smart commerce SaaS business. Cost of revenues. Our cost of revenues decreased from US$1,431.6 million in 2024 to US$1,361.6 million in 2025. The decrease was primarily driven by the decrease in BIGO segment. BIGO’s cost of revenues decreased by 5.3% to US$1,206.1 million, primarily driven by decrease in revenue-sharing fees and content costs related to livestreaming. Operating expenses. Our operating expenses decreased from US$1,219.5 million in 2024 to US$709.1 million in 2025. The decrease was primarily attributable to impairment of goodwill of US$454.9 million associated with our prior acquisitions, driven by lower valuations amid market conditions in 2024. Research and development expenses. Our research and development expenses decreased from US$278.7 million in 2024 to US$247.1 million in 2025, primarily driven by the decrease in salary and welfare of US$24.5 million and the decrease in share-based compensation expenses of US$3.0 million. Sales and marketing expenses. Our sales and marketing expenses decreased from US$333.3 million in 2024 to US$297.5 million in 2025. The decrease was primarily driven by the decrease in advertising and promotion expenses of US$32.9 million, as we optimized overall sales and marketing strategies across various social products to be more focused on return-on-investment and user acquisition effectiveness. General and administrative expenses. Our general and administrative expenses increased from US$152.5 million in 2024 to US$164.5 million in 2025. The increase was primarily driven by the increase in impairment loss arising from certain equity investments of US$5.6 million and the increase in impairment loss of fixed assets of US$8.6 million. Foreign currency exchange gains (losses). We had net foreign currency exchange gains of US$0.8 million in 2024 and net foreign currency exchange losses of US$14.1 million in 2025, primarily due to depreciation of the U.S. dollar. Interest income and investment income. Our interest income and investment income were US$175.6 million in 2024 and US$162.6 million in 2025, primarily due to the decrease in interest income driven by lower market interest rates. Income tax expenses. We recorded income tax expenses of US$13.5 million in 2024 and US$16.4 million in 2025. The increase was primarily due to higher effective tax rates due to the effects of Pillar Two, partially offset by lower tax base of certain operational entities. Gain on disposal of YY Live. We recorded a one-off gain on disposal of YY Live of US$1,875.9 million in 2025 following the closing of the sale of YY Live to Baidu, which was reported as part of the net income from discontinued operation. Net income. As a result of the foregoing, we recorded net income attributable to common shareholders of our company of US$2,097.0 million in 2025, as compared to net loss attributable to common shareholders of our company of US$147.6 million in 2024. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net revenues. Our net revenues decreased from US$2,267.9 million in 2023 to US$2,237.8 million in 2024, primarily due to a decline in live streaming revenues. 92 Table of Contents Live streaming revenues. Our live streaming revenues decreased from US$1,979.4 million in 2023 to US$1,788.0 million in 2024. The overall decrease was primarily attributable to our proactive adjustments to our non-core audio live streaming products and the decrease in the ARPU for live streaming, as global macroeconomic uncertainties and the appreciation of U.S. dollars against certain other local currencies negatively affected users’ paying activities. In particular, ARPU for live streaming decreased from US$403 in 2023 to US$391 in 2024. Advertising revenues. Our advertising revenues increased from US$119.9 million in 2023 to US$323.0 million in 2024. The increase was due to strong performance of BIGO Ads, driven by expansion of traffic, geographic and vertical market diversification, and enhanced algorithm performance that resulted in improved advertisement delivery efficiency and higher advertiser spending. Other revenues. Other revenues decreased by 24.8% from US$168.6 million in 2023 to US$126.8 million in 2024. The decrease was mainly driven by our proactive adjustments to certain non-core livestreaming products. Cost of revenues. Our cost of revenues decreased from US$1,454.8 million in 2023 to US$1,431.6 million in 2024. The decrease was primarily driven by a decrease in cost of revenues for the All other segment by 40.5% to US$158.1 million, consistent with the decline in segment revenue, partially offset by the increase in traffic costs related to the growing advertising revenues. Operating expenses. Our operating expenses increased from US$787.7 million in 2023 to US$1,219.5 million in 2024. The increase was primarily driven by goodwill impairment of US$454.9 million, partially offset by the decreases in sales and marketing expenses and research and development expenses. Research and development expenses. Our research and development expenses decreased from US$295.5 million in 2023 to US$278.7 million in 2024, primarily driven by the decrease in salary and welfare of US$6.0 million and the decrease in share-based compensation expenses of US$7.0 million. Sales and marketing expenses. Our sales and marketing expenses decreased from US$369.6 million in 2023 to US$333.3 million in 2024. The decrease was primarily driven by the decrease in advertising and promotion expenses of US$30.1 million, as we optimized overall sales and marketing strategies across various social products to be more focused on return-on-investment and user acquisition effectiveness. General and administrative expenses. Our general and administrative expenses increased from US$122.7 million in 2023 to US$152.5 million in 2024. The increase was primarily driven by an increase in expected credit loss of receivables of US$9.5 million, the impairment loss arising from certain equity investments of US$9.4 million, and the increase in salary and welfare for general and administrative personnel of US$8.7 million. Foreign currency exchange (losses) gains. We had net foreign currency exchange losses of US$2.9 million in 2023 and net foreign currency exchange gains of US$0.8 million in 2024, primarily due to a slight depreciation of the U.S. dollar. Interest income and investment income. Our interest income and investment income were US$185.2 million in 2023 and US$175.6 million in 2024, primarily due to the decrease in interest income driven by lower market interest rates. Income tax expenses. We recorded income tax expenses of US$18.9 million in 2023 and US$13.5 million in 2024. The decrease was primarily due to the lower income before income tax expenses recorded by some of our subsidiaries and the VIEs. Net (loss) income. As a result of the foregoing, we recorded net loss attributable to common shareholders of our company of US$147.6 million in 2024, as compared to net income attributable to common shareholders of our company of US$347.4 million in 2023. Segment Reporting For the years ended December 31, 2023, 2024 and 2025, there are two operating and reportable segments, which are the BIGO segment and the All other segment. 93 Table of Contents Segment Revenues Revenues from the BIGO segment primarily consist of the revenues generated from several social entertainment platforms, including Bigo Live, Likee, imo and certain audio live streaming platform, as well as our advertising platform, BIGO Ads. Revenues from the All other segment consist of revenues generated from Hago, Shopline, certain audio live streaming platforms, and others. In light of our evolving business developments, we have made certain refinements to our internal management and segment reporting structure. Effective from the quarter ended March 31, 2026, we adopted a revised reportable segment structure following the changes to our management structure and CODM reporting. Historical segment information will be adjusted retrospectively, and further details will be provided in our future filings. The table below sets forth our revenues by our current segments for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ (in thousands) Net Revenues: ​ ​ ​ ​ ​ ​ BIGO 1,924,320 1,988,340 1,848,445 All other 344,889 251,027 277,137 Elimination (1,339) (1,579) (1,334) ​ BIGO 2025 compared to 2024. BIGO revenues decreased from US$1,988.3 million in 2024 to US$1,848.4 million in 2025, primarily attributable to the decrease in our livestreaming revenues of US$253.2 million, partially offset by the increase in our advertising revenues of US$110.7 million. 2024 compared to 2023. BIGO revenues increased from US$1,924.3 million in 2023 to US$1,988.3 million in 2024, primarily attributable to the growth in our advertising revenues. All other 2025 compared to 2024. Revenues of All other segment increased from US$251.0 million in 2024 to US$277.1 million in 2025, primarily due to the continued steady growth of our smart commerce SaaS business. 2024 compared to 2023. Revenues of All other segment decreased from US$344.9 million in 2023 to US$251.0 million in 2024, primarily due to our proactive adjustments to certain non-core products. Segment Operating Costs and Expenses The following table sets forth our operating costs and expenses by segment for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ (in thousands) Operating Costs and Expenses: ​ ​ ​ ​ ​ ​ BIGO 1,701,435 1,751,318 1,641,761 All other 542,487 901,372 430,321 Elimination (1,339) (1,579) (1,334) ​ BIGO Operating costs and expenses of BIGO mainly consist of revenue sharing, salaries and benefits, marketing and promotion expenses, bandwidth costs, depreciation and amortization, payment handling costs and other costs. 94 Table of Contents Cost of revenues. 2025 compared to 2024. The cost of revenues of BIGO decreased from US$1,273.8 million in 2024 to US$1,206.1 million in 2025, primarily driven by a US$48.2 million decrease in revenue-sharing fees and content costs. 2024 compared to 2023. The cost of revenues of BIGO increased from US$1,189.5 million in 2023 to US$1,273.8 million in 2024, primarily due to the increase in traffic costs which was in line with the growth of advertising revenues. Research and development expenses. 2025 compared to 2024. The research and development expenses of BIGO decreased from US$172.3 million in 2024 to US$157.0 million in 2025, driven by the decrease in salary and welfare for research and development personnel of US$12.3 million and decreases in share-based compensation expenses of US$1.0 million. 2024 compared to 2023. The research and development expenses of BIGO increased from US$163.6 million in 2023 to US$172.3 million in 2024, driven by the increase in salary and welfare for research and development personnel of US$11.6 million, partially offset by the decrease in share-based compensation expenses of research and development personnel of US$2.6 million. Sales and marketing expenses. 2025 compared to 2024. The sales and marketing expenses of BIGO decreased from US$247.7 million in 2024 to US$211.3 million in 2025, driven by the decrease in advertising and promotion expenses of US$36.3 million. 2024 compared to 2023. The sales and marketing expenses of BIGO decreased from US$295.4 million in 2023 to US$247.7 million in 2024, driven by the decrease in advertising and promotion expenses of US$41.6 million. General and administrative expenses. 2025 compared to 2024. The general and administrative expenses of BIGO increased from US$57.5 million in 2024 to US$67.4 million in 2025, driven by the increase in salary and welfare for general and administrative personnel of US$2.8 million and the increase in impairment loss of fixed assets of US$6.1 million. 2024 compared to 2023. The general and administrative expenses of BIGO increased from US$52.9 million in 2023 to US$57.5 million in 2024, driven by the increase in salary and welfare for general and administrative personnel of US$2.6 million and the increase in expected credit loss of receivables of US$2.6 million. All other Operating costs and expenses of All other segment mainly consist of revenue sharing fees and content costs, salaries and benefits, marketing and promotion expenses, bandwidth costs, depreciation and amortization, impairment charge and other costs. Cost of revenues 2025 compared to 2024. The cost of revenues of All other segment decreased from US$158.1 million in 2024 to US$155.8 million in 2025, driven by the increased proportion of revenues coming from higher gross margin SAAS and advertising revenues. 2024 compared to 2023. The cost of revenues of All other segment decreased from US$265.7 million in 2023 to US$158.1 million in 2024, which was consistent with the decline in segment revenue. Research and development expense 2025 compared to 2024. The research and development expenses of All other segment decreased from US$107.4 million in 2024 to US$91.0 million in 2025, driven by decreases in salary and welfare for research and development personnel of US$12.2 million and decreases in share-based compensation expenses of US$2.0 million. 95 Table of Contents 2024 compared to 2023. The research and development expenses of All other segment decreased from US$132.6 million in 2023 to US$107.4 million in 2024, driven by decreases in salary and welfare for research and development personnel of US$17.6 million and decreases in share-based compensation expenses of US$4.4 million. Sales and marketing expenses 2025 compared to 2024. The sales and marketing expenses of All other segment increased from US$85.7 million in 2024 to US$86.3 million in 2025, driven by the increase in advertising and promotion expenses of US$3.5 million primarily attributable to Shopline and other non-livestreaming products. 2024 compared to 2023. The sales and marketing expenses of All other segment increased from US$74.3 million in 2023 to US$85.7 million in 2024, driven by the increase in advertising and promotion expenses of US$11.5 million primarily attributable to Shopline and other non-livestreaming products. General and administrative expenses 2025 compared to 2024. The general and administrative expenses of All other segment increased from US$95.2 million in 2024 to US$97.3 million in 2025, driven by the increase in impairment loss arising from certain equity investments of US$5.6 million and the increase in impairment loss of fixed assets of US$2.5 million, partially offset by the decrease in expected credit loss of receivables of US$6.4 million. 2024 compared to 2023. The general and administrative expenses of All other segment increased from US$69.9 million in 2023 to US$95.2 million in 2024, driven by the increase in impairment loss arising from certain equity investments of US$9.4 million, the increase in expected credit loss of receivables of US$6.9 million and the increase in salary and welfare of US$6.1 million. Goodwill impairment 2025 compared to 2024. We recorded goodwill impairment loss of nil in 2025 as compared to goodwill impairment loss of US$454.9 million in 2024, primarily attributable to goodwill associated with the Company’s prior acquisitions, mainly driven by lower valuations due to changes in market conditions in 2024. 2024 compared to 2023. We recorded goodwill impairment loss of US$454.9 million in 2024 and nil in 2023, primarily attributable to goodwill associated with the Company’s prior acquisitions, mainly driven by lower valuations due to changes in market conditions in 2024. Recently Issued Accounting Pronouncements The recently issued accounting pronouncements that are relevant to us are included in Note 2(ll) to our audited consolidated financial statements, which are included elsewhere in this annual report. Financial Information Related to the Variable Interest Entities The following tables present the condensed consolidating schedule of financial information of JOYY Inc., the variable interest entities, the primary beneficiaries of the variable interest entities, and other equity subsidiaries for the periods and as of the dates presented. 96 Table of Contents Selected Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2025 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ ​ ​ Subsidiaries ​ ​ ​ of VIEs ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Consolidated ​ ​ (US$ in thousands) Inter-company revenues(1) ​ — ​ 3,613 ​ 158,313 ​ 62,433 ​ (224,359) ​ — Third-party revenues ​ — ​ 1,939,051 ​ 120 ​ 185,077 ​ — ​ 2,124,248 Total revenue — 1,942,664 158,433 247,510 (224,359) 2,124,248 Total cost and operating expenses (924) (1,883,969) (167,173) (249,501) 230,819 (2,070,748) Share of income of subsidiaries/VIEs(2) 212,099 27,161 31,935 — (271,195) — Others, net 11,339 129,549 3,349 17,349 1,034 162,620 Income before income tax 222,514 215,405 26,544 15,358 (263,701) 216,120 Income tax (expense) benefits — (21,839) 617 4,793 — (16,429) Share of (loss) income in equity method investments, net of income taxes — (116) — 11,726 — 11,610 Net income from continuing operations 222,514 193,450 27,161 31,877 (263,701) 211,301 Net loss attributable to the non-controlling interest shareholders and the mezzanine equity classified non-controlling interest shareholders — 11,155 — 58 — 11,213 Net income from continuing operations attributable to controlling interest of JOYY Inc. ​ 222,514 ​ 204,605 ​ 27,161 ​ 31,935 ​ (263,701) ​ 222,514 Gain on disposal of YY Live ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,875,921 Net income attributable to controlling interest of JOYY Inc. ​ ​ ​ ​ ​ 2,098,435 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ ​ ​ Subsidiaries ​ ​ ​ of VIEs ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Consolidated ​ ​ (US$ in thousands) Inter-company revenues(1) ​ — ​ 4,748 ​ 166,665 ​ 56,762 ​ (228,175) ​ — Third-party revenues — 2,016,764 ​ 231 ​ 220,793 ​ — ​ 2,237,788 Total revenue — 2,021,512 166,896 277,555 (228,175) 2,237,788 Total cost and operating expenses (1,721) (2,423,103) (160,623) (289,962) 224,298 (2,651,111) Share of (loss) income of subsidiaries/VIEs(2) (149,652) 23,451 11,268 — 114,933 — Others, net 5,137 161,106 5,987 14,318 (741) 185,807 (Loss) income before income tax (146,236) (217,034) 23,528 1,911 110,315 (227,516) Income tax (expense) benefits — (23,475) (77) 10,067 — (13,485) Share of loss in equity method investments, net of income taxes — (897) — (740) — (1,637) Net (loss) income from continuing operations (146,236) (241,406) 23,451 11,238 110,315 (242,638) Net loss attributable to the non-controlling interest shareholders and the mezzanine equity classified non-controlling interest shareholders — 96,371 — 31 — 96,402 Net (loss) income attributable to controlling interest of JOYY Inc. (146,236) (145,035) ​ 23,451 ​ 11,269 ​ 110,315 ​ (146,236) ​ 97 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ ​ ​ Subsidiaries ​ ​ ​ of VIEs ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Consolidated ​ ​ (US$ in thousands) Inter-company revenues(1) ​ — ​ 11,049 ​ 206,984 ​ 54,280 ​ (272,313) ​ — Third-party revenues ​ — 1,966,201 264 301,405 — 2,267,870 Total revenue ​ — 1,977,250 207,248 355,685 (272,313) 2,267,870 Total cost and operating expenses ​ (2,423) (1,987,387) (177,582) (354,306) 279,115 (2,242,583) Share of income of subsidiaries/VIEs(2) ​ 231,834 109,238 22,974 — (364,046) — Others, net ​ 74,208 142,958 56,231 12,044 (22,751) 262,690 Income before income tax ​ 303,619 242,059 108,871 13,423 (379,995) 287,977 Income tax (expense) benefits ​ — (23,556) 367 4,333 — (18,856) Share of (loss) income in equity method investments, net of income taxes ​ (1,803) (112) — 5,212 — 3,297 Net income from continuing operations ​ 301,816 218,391 109,238 22,968 (379,995) 272,418 Net loss attributable to the non-controlling interest shareholders and the mezzanine equity classified non-controlling interest shareholders ​ — 29,392 — 6 — 29,398 Net income attributable to controlling interest of JOYY Inc. ​ 301,816 247,783 109,238 22,974 (379,995) 301,816 Notes: (1) Represents the elimination of the intercompany transaction and service charge at the consolidation level. The VIEs recognized inter-company cost of revenues and operating expenses in the amounts of US$25.8 million, US$34.8 million and US$29.6 million for the years ended December 31, 2023, 2024 and 2025, respectively, for technical support services. (2) Represents the elimination of investments among JOYY Inc., the primary beneficiaries of VIEs, the other subsidiaries, and VIEs and their subsidiaries that we consolidate. 98 Table of Contents Selected Condensed Consolidating Balance Sheets Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ Subsidiaries ​ of VIEs ​ Subsidiaries ​ Eliminations ​ Consolidated ​ ​ (US$ in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents 34 327,033 10,054 37,127 — 374,248 Restricted cash and cash equivalents — 21,156 — 437 — 21,593 Short-term deposits — 73,282 27,032 92,221 — 192,535 Restricted short-term deposits — 1,236 — 5,946 — 7,182 Short-term investments 100,000 508,136 — 5,566 — 613,702 Accounts receivable — 135,772 28 18,639 — 154,439 Prepayments and other current assets 14,753 163,192 7,339 70,282 — 255,566 Amounts due from Group companies(1) 1,310,666 180,966 500,203 684,537 (2,676,372) — Investments in subsidiaries/VIEs(2) 5,137,209 2,478,759 1,985,585 — (9,601,553) — Long-term investments — 85,739 — 466,063 — 551,802 Long-term deposits and held-to-maturity investments 40,000 1,760,451 123,065 135,870 — 2,059,386 Property, plant and equipment, net — 29,698 66,716 468,710 — 565,124 Land use rights, net — — — 301,390 — 301,390 Intangible assets, net — 240,745 1,134 24,773 (44,689) 221,963 Goodwill — 2,194,358 — — — 2,194,358 Deferred tax assets ​ — ​ 9,782 ​ — ​ — ​ — ​ 9,782 Other assets — 23,268 2,263 3,887 — 29,418 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,552,488 Liabilities and shareholders’ equity Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities — 43,196 — 11,745 — 54,941 Accounts payable — 9,470 105 61,976 — 71,551 Deferred revenue — 59,743 — 11,492 — 71,235 Income taxes payable 9,075 46,181 3,463 5,814 — 64,533 Accrued liabilities and other current liabilities 29,118 513,496 37,945 46,119 — 626,678 Amounts due to Group companies(1) — 2,310,937 201,087 172,822 (2,684,846) — Other liabilities 22,622 20,317 2,060 16,521 — 61,520 Total liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ 950,458 Mezzanine equity — 25,333 — — — 25,333 Shareholders’ equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total JOYY Inc.’s shareholders’ equity 6,541,847 5,173,424 2,478,759 1,985,585 (9,637,768) 6,541,847 Non-controlling interests — 31,476 — 3,374 — 34,850 Total shareholders’ equity 6,541,847 5,204,900 2,478,759 1,988,959 (9,637,768) 6,576,697 Total liabilities, mezzanine equity and shareholders’ equity ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,552,488 ​ 99 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ Subsidiaries ​ of VIEs ​ Subsidiaries ​ Eliminations ​ Consolidated ​ ​ (US$ in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents 156 353,602 16,761 74,242 — 444,761 Restricted cash and cash equivalents — 363,400 4,312 3,620 — 371,332 Short-term deposits — 755,054 4,173 301,784 — 1,061,011 Restricted short-term deposits — 20,722 — — — 20,722 Short-term investments 159,459 129,130 — — — 288,589 Accounts receivable — 110,682 56 11,123 — 121,861 Prepayments and other current assets 2,221 148,347 5,360 91,610 — 247,538 Amounts due from Group companies(1) — 244,476 480,945 587,774 (1,313,195) — Investments in subsidiaries/VIEs(2) 4,768,658 2,366,186 1,886,688 — (9,021,532) — Long-term investments — 115,764 — 414,921 — 530,685 Long-term deposits and held-to-maturity investments 20,000 963,804 67,470 73,034 — 1,124,308 Property, plant and equipment, net — 42,406 69,139 388,178 — 499,723 Land use rights, net — — — 303,115 — 303,115 Intangible assets, net — 295,084 2,420 31,913 (52,160) 277,257 Goodwill — 2,194,324 — — — 2,194,324 Deferred tax assets ​ — ​ 2,563 ​ — ​ — ​ — ​ 2,563 Other assets — 20,721 5,721 15,597 (2,031) 40,008 Total assets ​ ​ ​ ​ ​ 7,527,797 Liabilities and shareholders’ equity Liabilities ​ ​ ​ ​ ​ ​ Deferred tax liabilities — 38,132 — 9,499 — 47,631 Accounts payable — 16,138 48 67,829 — 84,015 Deferred revenue — 68,642 102 10,704 — 79,448 Income taxes payable 8,789 55,549 3,980 9,986 — 78,304 Accrued liabilities and other current liabilities 810 2,291,284 37,402 64,427 — 2,393,923 Amounts due to Group companies(1) 228,905 758,457 131,788 202,264 (1,321,414) — Other liabilities — 17,310 3,538 42,170 (2,033) 60,985 Total liabilities ​ ​ ​ ​ ​ 2,744,306 Mezzanine equity — 23,733 — — — 23,733 Shareholders’ equity ​ ​ ​ ​ ​ ​ Total JOYY Inc.’s shareholders’ equity 4,711,990 4,812,596 2,366,187 1,886,688 (9,065,471) 4,711,990 Non-controlling interests — 44,424 — 3,344 — 47,768 Total shareholders’ equity 4,711,990 4,857,020 2,366,187 1,890,032 (9,065,471) 4,759,758 Total liabilities, mezzanine equity and shareholders’ equity ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,527,797 Notes: (1) Represents the elimination of intercompany balances among JOYY Inc., the primary beneficiaries of VIEs, the other subsidiaries, and the VIEs and their subsidiaries that we consolidate. (2) Represents the elimination of investments among JOYY Inc., the primary beneficiaries of VIEs, the other subsidiaries, and VIEs and their subsidiaries that we consolidate. 100 Table of Contents Selected Condensed Consolidating Cash Flows Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2025 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ ​ ​ Subsidiaries ​ ​ ​ of VIEs ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Consolidated ​ ​ (US$ in thousands) Net cash provided by (used in) transactions with external parties 1,393,336 (497,042) (607,562) 13,593 — 302,325 Net cash (used in) provided by transactions with intra-Group entities(1) — (598,744) 617,604 (18,860) — — Net cash provided by (used in) operating activities 1,393,336 (1,095,786) 10,042 (5,267) — 302,325 Net cash provided by (used in) transactions with external parties 39,776 (509,986) (75,754) 2,269 — (543,695) Net cash provided by (used in) transactions with intra-Group entities(1) — 1,517,423 (2,698) (54,389) (1,460,336) — Net cash provided by (used in) investing activities 39,776 1,007,437 (78,452) (52,120) (1,460,336) (543,695) Net cash provided by (used in) discontinued investing activities ​ 238,983 ​ (175,851) ​ (21) ​ 24,487 ​ — ​ 87,598 Net cash (used in) provided by transactions with external parties (132,646) (155,572) 4,213 (4,310) — (288,315) Net cash (used in) provided by transactions with intra-Group entities(1) (1,539,571) 30,512 52,902 (4,179) 1,460,336 — Net cash used in financing activities (1,672,217) (125,060) 57,115 (8,489) 1,460,336 (288,315) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ ​ ​ Subsidiaries ​ ​ ​ of VIEs ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Consolidated ​ ​ (US$ in thousands) Net cash (used in) provided by transactions with external parties (1,351) 873,055 (535,936) (27,111) — 308,657 Net cash (used in) provided by transactions with intra-Group entities(1) — (636,674) 599,700 36,974 — — Net cash (used in) provided by operating activities (1,351) 236,381 63,764 9,863 — 308,657 Net cash (used in) provided by transactions with external parties (90,000) 31,589 (55,211) (96,627) — (210,249) Net cash (used in) provided by transactions with intra-Group entities(1) — (696,797) 11,929 177,941 506,927 — Net cash (used in) provided by investing activities (90,000) (665,208) (43,282) 81,314 506,927 (210,249) Net cash (used in) provided by transactions with external parties (665,286) (67) 37,837 (80,315) — (707,831) Net cash provided by (used in) transactions with intra-Group entities(1) 657,718 (27,422) (127,319) 3,950 (506,927) — Net cash used in financing activities (7,568) (27,489) (89,482) (76,365) (506,927) (707,831) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ Primary ​ VIEs and ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ Beneficiaries ​ VIEs’ ​ ​ ​ ​ ​ ​ ​ ​ JOYY Inc. ​ ​ ​ Subsidiaries ​ ​ ​ of VIEs ​ ​ ​ Subsidiaries ​ ​ ​ Eliminations ​ ​ ​ Consolidated ​ ​ (US$ in thousands) Net cash (used in) provided by transactions with external parties (656) 450,433 (213,163) 58,965 — 295,579 Net cash (used in) provided by transactions with intra-Group entities(1) — (20,026) 51,914 (31,888) — — Net cash (used in) provided by operating activities (656) 430,407 (161,249) 27,077 — 295,579 Net cash provided by (used in) transactions with external parties 269,313 190,691 42,729 (82,360) — 420,373 Net cash (used in) provided by transactions with intra-Group entities(1) — (644,513) 77,255 (129,111) 696,369 — Net cash provided by (used in) investing activities 269,313 (453,822) 119,984 (211,471) 696,369 420,373 Net cash (used in) provided by transactions with external parties (832,140) (22,230) 15,456 (2,831) — (841,745) Net cash provided by (used in) transactions with intra-Group entities(1) 622,188 (7,477) 81,141 517 (696,369) — Net cash (used in) provided by financing activities (209,952) (29,707) 96,597 (2,314) (696,369) (841,745) Note: (1) Represents the elimination of the net cash provided by (used in) operating activities, investing activities and financing activities of JOYY Inc., the primary beneficiaries of VIEs, the other subsidiaries, and the VIEs and their subsidiaries that we consolidate. For the years ended December 31, 2023, 2024 and 2025, cash paid by the VIEs to our subsidiaries for the settlement of technical support fees in operating activities were US$45.1 million, US$44.2 million and US$76.7 million, respectively. 101 Table of Contents B. Liquidity and Capital Resources Cash Flows and Working Capital In recent years, we have financed our operations primarily through cash flows from operations and gain on disposal of businesses. See “Item 4. Information on the Company—A. History and Development of the Company” for more information about our material transactions in the past few years. We expect to require cash to fund our ongoing operational needs, particularly our revenue sharing fees and content costs, salaries and benefits, bandwidth costs and potential acquisitions or strategic investments. We believe that our current cash and cash equivalents and the anticipated cash flow from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures needs for the next 12 months. However, we may require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to sell equity or equity-linked securities, debt securities or borrow from banks. As of December 31, 2023, 2024 and 2025, we had US$1,440.4 million, US$836.8 million and US$403.0 million, respectively, in cash, cash equivalents, restricted cash, and restricted short-term deposits. As of December 31, 2025, our subsidiaries, the VIEs, and the VIEs’ subsidiaries located in mainland China held cash and cash equivalents, restricted cash and restricted short-term deposits in the amount of US$58.5 million. Aggregate undistributed earnings and reserves of our subsidiaries, the VIEs, and the VIEs’ subsidiaries located in mainland China that are available for distribution to our company as of December 31, 2025 were US$2,567.5 million. We would need to accrue and pay withholding taxes if we were to distribute funds from our subsidiaries in mainland China to our offshore subsidiaries. However, we plan to indefinitely utilize undistributed earnings in mainland China to meet our obligations and commitments there, including our capital expenditure in connection with the construction of buildings located in mainland China and working capital requirements for our research and development team. The following table sets forth a summary of our cash flows for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ ​ US$ ​ ​ (in thousands) Net cash provided by continuing operating activities ​ 295,579 308,657 302,325 Net cash provided (used in) by continuing investing activities ​ 420,373 (210,249) (543,695) Net cash used in continuing financing activities ​ (841,745) (707,831) (288,315) Net decrease in cash, cash equivalents and restricted cash in continuing operations ​ (125,793) (609,423) (529,685) Net increase in cash, cash equivalents and restricted cash in discontinuing operations ​ — ​ — ​ 87,598 Cash, cash equivalents and restricted cash at the beginning of the year ​ 1,565,560 ​ 1,440,449 ​ 836,815 Effect of exchange rate changes on cash, cash equivalents and restricted cash ​ 682 5,789 1,113 Cash, cash equivalents and restricted cash at the end of the year ​ 1,440,449 836,815 395,841 ​ Operating Activities Net cash used in operating activities consists primarily of our net income with certain adjustments, such as gain on disposal and deemed disposal of investments, and gain on fair value changes of investments, and mitigated by non-cash adjustments, such as share-based compensation, depreciation of property and equipment, impairment of goodwill, and amortization of acquired intangible assets and land use rights. Net cash provided by operating activities amounted to US$302.3 million for the year ended December 31, 2025. In 2025, the difference between our net cash provided by operating activities and our net income from operations of US$211.3 million was primarily due to a non-cash item adjustment in amortization of acquired intangible assets and land use rights of US$64.0 million, a non-cash item adjustment in depreciation of property and equipment of US$29.1 million, a non-cash item adjustment in share-based compensation of US$25.8 million, and an increase in accrued liabilities and other payables of US$80.3 million, and an increase in prepayments and other assets of US$74.1 million and an increase in accounts receivable of US$45.0 million. 102 Table of Contents Net cash provided by operating activities amounted to US$308.7 million for the year ended December 31, 2024. In 2024, the difference between our net cash provided by operating activities and our net loss from operations of US$242.6 million was primarily due to a non-cash item adjustment in impairment of goodwill of US$454.9 million, a non-cash item adjustment in amortization of acquired intangible assets and land use rights of US$65.5 million, a non-cash item adjustment in depreciation of property and equipment of US$25.4 million, a non-cash item adjustment in share-based compensation of US$23.2 million, and an increase in accrued liabilities and other payables of US$52.4 million. Net cash provided by operating activities amounted to US$295.6 million for the year ended December 31, 2023. In 2023, the difference between our net cash provided by operating activities and our net income from operations of US$272.4 million was primarily due to a non-cash item adjustment in amortization of acquired intangible assets and land use rights of US$73.4 million, a non-cash item adjustment in depreciation of property and equipment of US$46.6 million, and a non-cash item adjustment in share-based compensation of US$32.0 million, partially offset by a non-cash item adjustment in gain on partial disposal of investments of US$74.9 million, an increase in accounts receivable of US$32.4 million, and an increase in prepayments and other assets of US$30.7 million. Investing Activities Net cash used in investing activities largely reflects placements of short-term deposits, placements of long-term deposits, placements of short-term investments, purchases of property and equipment and other non-current assets in connection with the expansion and upgrade of our technology infrastructure, and our acquisitions of and investments in certain companies. Net cash provided by investing activities largely reflects maturities of short-term deposits, maturities of long-term deposits, maturities of short-term investments, and cash received from disposal of investments and subsidiaries. Net cash used in continuing investing activities amounted to US$543.7 million in the year ended December 31, 2025. Net cash used in investing activities primarily resulted from the maturities of short-term deposits and long-term deposits and short-term investments in various banks in the amount of US$2,193.3 million, partially offset by the placement of short-term deposits and long-term deposits and short-term investments in various banks in the amount of US$2,581.1 million, the payments for purchase of property and equipment of US$143.1 million, and the cash payment of US$29.1 million for investments. Net cash used in investing activities amounted to US$210.2 million in the year ended December 31, 2024. Net cash used in investing activities primarily resulted from the maturities of short-term deposits and long-term deposits and short-term investments in various banks in the amount of US$3,267.0 million, partially offset by the placement of short-term deposits and long-term deposits and short-term investments in various banks in the amount of US$3,431.5 million, the payments for purchase of property and equipment of US$83.7 million, consideration received in connection with disposal of a subsidiary of US$70.7 million, and the cash payment of US$26.6 million for investments. Net cash provided by investing activities amounted to US$420.4 million in the year ended December 31, 2023. Net cash provided by investing activities primarily resulted from the maturities of short-term deposits and short-term investments in various banks in the amount of US$4,045.6 million and the cash received for disposal of investments of US$222.1 million, partially offset by the placement of short-term deposits and short-term investments in various banks in the amount of US$3,704.2 million, the payments for purchase of property and equipment of US$81.6 million and the cash payment of US$66.0 million for investments. Financing Activities Net cash used in financing activities was US$288.3 million in 2025, primarily attributable to cash paid for share repurchase of US$132.8 million and dividends paid to shareholders of US$155.5 million. Net cash used in financing activities was US$707.8 million in 2024, primarily attributable to cash paid for extinguishment of convertible bonds of US$406.0 million, cash paid for share repurchase of US$259.2 million, and repayment of bank borrowings of US$84.6 million, partially offset by the proceeds from bank borrowings of US$42.2 million. Net cash used in financing activities was US$841.7 million in 2023, primarily attributable to cash paid for extinguishment of convertible bonds of US$432.2 million, cash paid for share repurchase of US$273.9 million, dividends paid to shareholders of US$84.2 million, and repayment of bank borrowings of US$82.5 million, partially offset by the proceeds from bank borrowings of US$95.2 million. 103 Table of Contents Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our operating lease commitments, capital commitment, and loan obligations. Our operating lease commitments consist of lease of offices under operating lease agreements, where a significant portion of the risks and rewards of ownership are retained by the lessor. Payments made under operating leases are charged to our consolidated statements of operations on a straight-line basis over the period of the lease, including any free lease periods. Payments due as of December 31, 2025 for our operating lease commitments amounted to US$24.6 million, representing undiscounted cash payments of both leases recognized as lease liabilities on our consolidated balance sheet and lease commitments not recognized as lease liabilities. Our capital commitments primarily consist of capital expenditures related to properties and additional investments in equity investments. We had outstanding capital commitments totaling to US$91.9 million as of December 31, 2025. Our capital expenditures are primarily used to purchase office space, computers, servers, office furniture, operating rights, domain names and other assets, whose due dates will be generally based on the progress of the underlying construction. Our loan obligations primarily consist of the principal amount and cash interests in connection with banks. As of December 31, 2025, the total payments due for our loan obligations amounted to US$10.7 million. We expect all of these loan obligations to become due within one year from December 31, 2025. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ (deficit)/equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Other than the obligations set forth above, we did not have any significant operating lease obligations, purchase obligations or other long-term obligations as of December 31, 2025. Holding Company Structure JOYY Inc. is a holding company with no material operations of its own. We conduct our operations primarily through (i) our subsidiaries in Singapore, the United States, and many other regions for a majority of our global business; and (ii) the variable interest entities and their subsidiaries for some of our remaining business in mainland China. As a result, JOYY Inc.’s ability to pay dividends depends upon dividends paid by our subsidiaries, which is subject to restrictions imposed by the applicable laws and regulations in these markets. Cash and Asset Flows through Our Organization We have established stringent controls and procedures for cash flows within our organization. Each transfer of cash between our Cayman Islands holding company and our subsidiaries, the variable interest entities or the subsidiaries of the variable interest entities is subject to internal approval. The cash inflows of the Cayman Islands holding company were primarily generated from the proceeds we received from our public offerings of common shares, our offerings of convertible senior notes and other financing activities. Under the laws and regulations of mainland China, JOYY Inc. may provide funding to its subsidiaries in mainland China only through capital contributions or loans, and to the variable interest entities only through loans, subject to satisfaction of applicable government registration and approval requirements. Currently, there is no statutory limit to the amount of funding that we can provide to our subsidiaries in mainland China through capital contributions. However, the maximum amount we can loan to our subsidiaries and the variable interest entities in mainland China is subject to statutory limits. For the years ended December 31, 2023, 2024 and 2025, JOYY Inc., through its intermediate holding companies, provided capital contributions of US$20.0 million, US$54.9 million and US$8.6 million, respectively, to our subsidiaries in mainland China. For the years ended December 31, 2023, 2024 and 2025, JOYY Inc. provided loans of nil, nil and US$1,539.6 million, respectively, to our intermediate holding companies and subsidiaries, and received repayments of US$622.2 million, US$657.7 million and nil, respectively. 104 Table of Contents For the years ended December 31, 2023, 2024 and 2025, cash paid by the variable interest entities to our subsidiaries for the settlement of technical support fees and software transactions were US$86.1 million, US$44.2 million and US$76.7 million, respectively. For the years ended December 31, 2023, 2024 and 2025, cash received by the variable interest entities from our subsidiaries were US$14.5 million, US$82.1 million and US$55.3 million, respectively, as the revenues earned from our subsidiaries. In the future, to the extent there is any fee owed to our subsidiaries in mainland China under the contractual arrangements with the variable interest entities, the variable interest entities intend to settle it. For the years ended December 31, 2023, 2024 and 2025, the variable interest entities’ cash flows for investing activities provided to our subsidiaries were net cash outflows of US$129.1 million, net cash inflows of US$177.9 million and net cash outflows of US$54.4 million, respectively. For the years ended December 31, 2023, 2024 and 2025, the variable interest entities’ cash flows for financing activities provided by our subsidiaries were net cash inflows of US$0.5 million and US$4.0 million and net cash outflow of US$4.2 million, respectively. For the years ended December 31, 2023, 2024 and 2025, no assets other than cash were transferred between the Cayman Islands holding company and a subsidiary, a variable interest entity or its subsidiary within our corporate structure, and no subsidiaries paid dividends or made other distributions to JOYY Inc. For details of the financial position, cash flows and results of operations of the variable interest entities, see “—Financial Information Related to the Variable Interest Entities” and Note 4(a) to our audited consolidated financial statements included elsewhere in this annual report. Under laws and regulations of mainland China, our subsidiaries and the variable interest entities in mainland China are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE. Current regulations of mainland China permit our subsidiaries in mainland China to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in mainland China is required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. As of December 31, 2025, appropriations to statutory reserves amounting to US$37.9 million were made by our subsidiaries in mainland China and the variable interest entities. These reserves are not distributable as cash dividends. Furthermore, if our subsidiaries and the variable interest entities in mainland China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us, which may restrict our ability to satisfy our liquidity requirements. In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by companies in mainland China to non-mainland-China-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between mainland China’s central government and governments of other countries or regions where the non-mainland-China-resident enterprises are incorporated. As of the date of this annual report, a substantial majority of our revenue and operating cash are currently generated from subsidiaries outside of mainland China, therefore our reliance on dividends from subsidiaries in mainland China is limited. In 2020, we adopted two three-year quarterly dividend policies. The quarterly dividend policies have both expired and we paid dividends in a net aggregate amount of US$454.8 million in accordance with these quarterly dividend policies. We did not distribute cash dividends for the year ended December 31, 2024. On March 19, 2025, our board of directors authorized a new quarterly dividend program under which a total of approximately US$600 million in cash will be distributed on a quarterly basis from 2025 to 2027. Pursuant to this new quarterly dividend program, our board of directors approved the declaration of a dividend of US$0.93 per ADS, or US$0.0465 per common share, for the first quarter of 2025, a dividend of US$0.94 per ADS, or US$0.047 per common share, for the second quarter of 2025, a dividend of US$0.95 per ADS, or US$0.0475 per common share, for the third quarter of 2025, and a dividend of US$0.97 per ADS, or US$0.0483 per common share, for the fourth quarter of 2025. As of the date of this annual report, we have paid dividends in a net aggregate amount of US$197.3 million in accordance with the new quarterly dividend program. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For the material Cayman Islands, Singapore, mainland China and U.S. federal income tax consequences of an investment in our ADSs or common shares, see “Item 10. Additional Information—E. Taxation.” C. Research and Development, Patents and Licenses, Etc. Research and development expenses consist primarily of salaries and benefits for research and development personnel and rental and depreciation of office premises and servers utilized by the research and development personnel. We incurred research and development expenses of US$295.5 million, US$278.7 million and US$247.1 million in 2023, 2024 and 2025, respectively. 105 Table of Contents D. Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2026 till the date of this annual report that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition. E. Critical Accounting Estimates Critical Accounting Policies and Estimates We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect our reporting of, among other things, assets and liabilities, revenues and expenses. We regularly evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and other factors that we believe to be relevant under the circumstances. Since our financial reporting process inherently relies on the use of estimates and assumptions, our actual results could differ from these estimates. This is especially true with some accounting policies that require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our audited consolidated financial statements because they involve the greatest reliance on our management’s judgment. Revenue Recognition and Deferred Revenue Revenues are recognized when control of the promised virtual items or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those virtual items or services. We have a recharge system for users to purchase our virtual currency. Users can recharge via various online payment platforms provided by third parties. Virtual currency is non-refundable and without expiry. As the virtual currency is often consumed soon after it is purchased based on history of turnover, we consider the impact of the breakage amount for virtual currency coupons is insignificant. Unconsumed virtual currency is recorded as deferred revenue. Virtual currencies used to purchase virtual items are recognized as revenue according to the prescribed revenue recognition policies of virtual items addressed below unless otherwise stated. Live Streaming We generate our live streaming revenue from sales of virtual items on our live streaming platforms. Our users can access the platforms and view the live streaming content showed by the performers. We share a portion of the sales proceeds of virtual items (“revenue sharing fee”) with performers and talent agencies in accordance with their revenue sharing arrangements. Those performers who do not have revenue sharing arrangements with us are not entitled to any revenue sharing fee. We evaluate and determine that we are the principal and view users to be our customers. We report live streaming revenues on a gross basis. Accordingly, the amounts billed to users are recorded as revenues and revenue sharing fee paid to performers and talent agencies are recorded as cost of revenues. Where we are the principal, we control the virtual items before they are transferred to users. Our control is evidenced by our sole ability to monetize the virtual items before they are transferred to users, and is further supported by us being primarily responsible to users and having a level of discretion in establishing pricing. We design, create and offer various virtual items for sales to users with pre-determined selling price. Sales proceeds are recorded as deferred revenue and recognized as revenue based on the consumption of the virtual items. Virtual items are categorized as consumable and time-based items. Consumable items are consumed upon purchase and use while time-based items could be used for a fixed period of time. Users can purchase and present consumable items to performers to show support for their favorite performers, or purchase time-based virtual items for one or multiple months for a monthly fee, which provide users with recognized status, such as priority speaking rights or special symbols over a period of time. Accordingly, live streaming revenue is recognized immediately when the consumable virtual item is used, or in the case of time-based virtual items, revenue is recognized ratably over the fixed period on a straight-line basis. We do not have further obligations to the user after the virtual items are consumed immediately or after the stated period of time for time-based items. 106 Table of Contents We may also enter into contracts that can include various combinations of virtual items, which are generally capable of being distinct and accounted for as separate performance obligations, such as noble member program. Judgments are required as follow: (1) determining whether those virtual items are considered distinct performance obligations that should be accounted for separately versus together, (2) determining the standalone selling price for each distinct performance obligation, and (3) allocating of the arrangement consideration to the separate accounting of each distinct performance obligation based on their relative standalone selling prices. Certain virtual items are provided to customers over time and have the same pattern of transfer to customers. We exercise judgment in determining the number of distinct performance obligations by accounting for services that have the same pattern of transfer to customers as a single performance obligation. In instances where standalone selling price is not directly observable as we do not sell the virtual item separately, we determine the standalone selling price based on pricing strategies, market factors and strategic objectives. We recognize revenue for each of the distinct performance obligations identified in accordance with the applicable revenue recognition method relevant for that obligation. As our live streaming virtual items are generally sold without right of return and we do not provide any other credit and incentive to its users, therefore accounting of variable consideration when estimating the amount of revenue to recognize is not applicable to our live streaming business. Advertising revenues We primarily generate advertising revenues from our advertising platform that matches advertiser demand with our own or third-party network partners’ supply of advertising inventory. Our performance obligation is to provide customers with access to our advertising solution, which facilitates the advertisers’ purchase of advertising inventory from our own or third-party network partners on an impression or action basis. We evaluate and determine that it is the principal. We report advertising revenues on a gross basis. We also generate advertising revenues from sales of various forms of advertising and provision of promotion campaigns on our platforms or our network partners’ properties by way of advertisement display or integrated promotion activities in shows and programs on these platforms. Advertisements on our platforms are generally charged on the basis of duration, and advertising contracts are signed to establish the fixed price and the advertising services to be provided. Where collectability is reasonably assured, advertising revenues from advertising contracts are recognized ratably over the contract period of display. We enter into advertising contracts directly with advertisers or third-party advertising agencies that represent advertisers. Payment terms and conditions vary by contract type, although the terms generally include a requirement of payment within one to three months. Both third-party advertising agencies and direct advertisers are generally billed at the end of the display period and payments are due usually within three months. In instances where the timing of revenue recognition differs from the timing of billing, we have determined the advertising contracts generally do not include a significant financing component. The primary purpose of the credits terms is to provide customers with simplified and predictable ways of purchasing our advertising services, not to receive financing from our customers or to provide customers with financing. Certain customers may receive sales incentives in the forms of discounts and rebates to advertisers or advertising agencies based on purchase volume, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers considering the contracted rebate rates and estimated sales volume based on historical experience, and reduce revenues recognized. We believe that there will not be significant changes to its estimates of variable consideration. Others Other revenues are mainly generated from e-commerce businesses. We operate a global smart commerce platform that enables merchants to easily build their brands online and sell their products to users around the world. We recognize revenue when the identified performance obligation is satisfied by rendering the promised service to the customer and when specific criteria have been met. Services are rendered when or as the customers benefit from the services rendered. Goodwill Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. 107 Table of Contents We assess goodwill for impairment in accordance with ASC Subtopic 350-20, Intangibles-Goodwill and Other: Goodwill (“ASC 350-20”), which requires that goodwill be tested for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events, as defined by ASC 350-20. A reporting unit is defined as an operating segment or one level below an operating segment referred to as a component. We determine our reporting units by first identifying its operating segments, and then assessing whether any components of these segments constituted a business for which discrete financial information is available and where our segment manager regularly reviews the operating results of that component. We determined that we have three reporting units. We have the option to assess qualitative factors first to determine whether it is necessary to perform the quantitative impairment test in accordance with ASC 350-20. If we believe, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test described above is required. Otherwise, no further testing is required. In the qualitative assessment, we consider primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. We perform annual goodwill impairment test of each reporting unit in the fourth quarter, or more frequently, if certain events or circumstances warrant. Events or changes in circumstances which might indicate potential impairment in goodwill include the entity-specific factors, including, but not limited to, stock price volatility, market capitalization relative to net book value, and projected revenue, market growth and operating results. As of December 31, 2024, our consolidated goodwill balance was US$2,194.3 million, and the goodwill associated with the BIGO reporting unit, Shopline reporting unit and other reporting unit was US$1,854.2 million, US$338.5 million and US$1.6 million, respectively. As of December 31, 2025, our consolidated goodwill balance was US$2,194.4 million, and the goodwill associated with the BIGO reporting unit, Shopline reporting unit and other reporting unit was US$1,854.2 million, US$338.5 million and US$1.7 million, respectively. ​ 108 Table of Contents We have performed a goodwill impairment analysis in the fourth quarter of 2023, 2024 and 2025. When determining the fair value of BIGO reporting unit, we used the income approach. The income approach determines fair value based on discounted cash flow model derived from the reporting units’ long-term forecasts which included a five-year future cash flow projection and an estimated terminal value impairment analysis. The discounted cash flow model included a number of significant unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) the five-year future cash flows forecasts including expected revenue growth, (b) an estimated terminal value using a terminal year long-term future growth rate determined based on the growth prospects of the reporting units; and (c) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant risk associated with each reporting unit’s operations and the uncertainty inherent in our internally developed forecasts. These key assumptions are subject to uncertainties and actual results may not be the same as the forecasted amounts. For example, our efforts to attract more paying users and increase the spending level of paying users may not be as successful as forecasted and therefore the actual revenue growth may not be as high as forecasted. Based on our assessment, the fair value of BIGO reporting unit exceeded its carrying value by around 6% of the carrying value of the BIGO reporting unit as of December 31, 2025. Changes in these estimates and assumptions could materially affect the determination of fair value of the reporting unit. A 15 basis point increase or decrease in the assumed revenue growth rate would have resulted in the fair value exceeding carrying value by approximately 9.2% or 3.1%, respectively. A 50 basis point decrease or increase in the assumed discount rate would have resulted in the fair value exceeding carrying value by approximately 8.6% or 3.8%, respectively. A 100 basis point increase or decrease in the assumed terminal growth rate would have resulted in the fair value exceeding carrying value by approximately 9.6% or 3.1%, respectively. These potential changes in assumptions in comparison with those used by the company would not result in the BIGO reporting unit carrying amount exceeding its determined fair value. When determining the fair value of the Shopline reporting unit, we used the income approach. The income approach determines fair value based on a discounted cash flow model derived from the reporting units’ long-term forecasts which included a five-year future cash flow projection and an estimated terminal value impairment analysis. The discounted cash flow model included a number of significant unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) the five-year future cash flows forecasts including expected revenue growth, (b) an estimated terminal value using a terminal year long-term future growth rate determined based on the growth prospects of the reporting units; and (c) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant risk associated with each reporting unit’s operations and the uncertainty inherent in our internally developed forecasts. These key assumptions are subject to uncertainties and actual results may not be the same as the forecasted amounts. These assumptions are subject to significant estimation uncertainty, and actual results may differ from those projected. For example, initiatives to grow GMV and gross payment value may not achieve the expected results, impacting revenue growth assumptions. Based on our assessment, the fair value of Shopline reporting unit exceeded its carrying value by around 3% of the carrying value of the Shopline reporting unit as of December 31, 2025. The model is sensitive to changes in key assumptions, with the fair value varying significantly depending on adjustments to revenue growth, terminal growth rate, and discount rate. A 15 basis point increase or decrease in the assumed revenue growth rate would have resulted in the fair value exceeding carrying value by approximately 7.6% or being below carrying value by approximately 1.4%, respectively. A 50 basis point decrease or increase in the assumed discount rate would have resulted in the fair value exceeding carrying value by approximately 10.3% or being below carrying value by approximately 3.5%, respectively. A 100 basis point increase or decrease in the assumed terminal growth rate would have resulted in the fair value exceeding carrying value by approximately 14.8% or being below carrying value by approximately 6.9%, respectively. In the annual goodwill impairment assessment of our reporting units, the fair value of each of our reporting unit was greater than the respective carrying values, and therefore goodwill related to each of our reporting units was determined not to be impaired. ​ 109 Table of Contents