A. History and Development of the Company On May 8, 2009, we incorporated Garena Interactive Holding Limited, our holding company, as a limited liability company in the Cayman Islands. On April 8, 2017, we changed our company name from Garena Interactive Holding Limited to Sea Limited. On October 20, 2017, we completed our initial public offering and listed our ADSs on the New York Stock Exchange under the symbol “SE.” 48 Table of Contents Sea Limited is a holding company that does not have substantive operations. We conduct our three core businesses, namely e-commerce, digital financial services, and digital entertainment, through our subsidiaries and consolidated affiliated entities. We began our digital entertainment business, Garena, at our inception in 2009, and have since expanded our game operations globally with the launch of our self-developed game, Free Fire. We started to offer digital payment services in Southeast Asia in 2014. Since then, we have further expanded our digital financial service offerings across credit, banking and insurtech services in Southeast Asia, and have started to grow our presence in Brazil. On May 8, 2025, we announced the rebranding of the digital financial services business from “SeaMoney” to “Monee.” We launched our e-commerce business, Shopee, in Southeast Asia and Taiwan in 2015, and in Latin America in 2019. Our principal executive offices are located at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522. Our telephone number at this address is +65 6270-8100. Our registered office in the Cayman Islands is at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States in connection with the registration statement on Form F-1 for our initial public offering is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor New York, N.Y. 10168. Our agent for service of process in the United States in connection with the registration statement on Form F-3 is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. Our website is www.sea.com. The information on or accessible through our website is not incorporated by reference into, and does not form a part of, this annual report. B. Business Overview Our Mission Our mission is to better the lives of the consumers and small businesses with technology. Our Beliefs and Values We have Three Core Beliefs: ● Our people define us. Sea shall be a place where talented people thrive at scale, enjoy freedom of ideas and achieve the unimaginable. It shall be a magnet for the smartest, the most creative and the most driven. ● Our products and services differentiate us. We aspire to better every life we touch and make the world an ever more connected community through innovative products and services. ● Our institution will outlast us. We strive to build an institution that will last for generations and evolve with time, and that is founded upon our core values. These Five Core Values are Sea’s foundation: ● We serve. Our customers are the sole arbiter of the value of our products and services. We strive to meet unmet needs and serve the underserved. ● We adapt. Rapid change is the only constant in the digital age of ours. We embrace change, celebrate it and always strive to be a thought leader that influences it. ● We run. We are in a constant race to success while grappling with rapidly shifting forces. We move faster, better and with more urgency every day. 49 Table of Contents ● We commit. Our work is our commitment. We commit to our values, institution, customers and partners. We commit to each other. Above all, we commit to doing the best we can and being the best we are. ● We stay humble. We have traveled a long way from our humble beginning and yet, we never lose our humility in our continual quest for greater heights. Together, our Three Core Beliefs and Five Core Values form a consistent mindset which we believe is both a practical recipe for long-term organizational sustainability and also a deeper philosophy for how we want to live our lives. They are a guide for the kind of people we hire and develop, as well as a roadmap for how we interact with our customers, our business partners, and our broader stakeholders. Ultimately, they are our compass: whenever we are faced with a decision, we always ask ourselves which alternative is most authentic to these Beliefs and Values. Overview Sea is a global technology company operating three core businesses of e-commerce, digital financial services, and digital entertainment, known as Shopee, Monee and Garena. Each business is localized to meet the unique characteristics of our diverse markets. ● Shopee is the largest e-commerce platform in Southeast Asia and Taiwan and is a leading e-commerce platform in Brazil. Since its inception, Shopee has adopted a mobile-first approach and is a highly scalable marketplace platform that connects buyers and sellers. Shopee provides users with a convenient, safe and trusted shopping environment that is supported by integrated payment, logistics, fulfillment, and other value-added services. Our users enjoy the social nature of Shopee’s platform, where users can follow, rate, watch videos and livestreams, and easily discover new products to enhance their retail experience. We also empower sellers with various tools, support and other value-added services for them to better engage with their buyers. We monetize Shopee mainly by offering sellers paid advertising services, charging transaction-based fees, and charging for certain value-added services, including logistics. We also purchase products from manufacturers and third parties and sell them directly to buyers on our Shopee platform. ● Monee is a leading digital financial services provider in Southeast Asia with a growing presence in Latin America. Monee currently offers consumer and SME credit, e-wallet, payment processing, banking, insurtech, and wealth services. ● Garena is a leading global online games developer and publisher. Garena provides users with access to popular and engaging mobile and PC online games that we develop, curate, license and localize for each market. We also promote esports in our markets to strengthen our game ecosystem and increase user engagement. Each of our businesses provides a distinct and compelling value proposition to our users, and each exhibits strong virtuous cycle dynamics, which we believe support our leadership position and provide a strong foundation for continued growth while creating strong competitive moats. We have achieved significant scale and growth in the past years. Our total revenue increased from US$13.1 billion in 2023 to US$22.9 billion in 2025, a CAGR of 32.5%. We had gross profit of US$5.8 billion, US$7.2 billion and US$10.2 billion in 2023, 2024 and 2025, respectively. We incurred net income of US$162.7 million, US$447.8 million, and US$1.6 billion in 2023, 2024 and 2025, respectively. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Segment Reporting” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Description of Certain Statement of Operations Items—Revenue” for a breakdown of our total revenues by category of activity and geographic market for each of the last three financial years. 50 Table of Contents Our Businesses Shopee Shopee is a mobile-centric, social-focused e-commerce marketplace with integrated payment, logistics and fulfillment infrastructure and comprehensive services offered to buyers and sellers. It is a highly scalable marketplace platform that provides users with a convenient, safe, and trusted shopping environment that is supported by integrated payment, logistics, fulfillment, and other value-added services. Shopee is the largest e-commerce platform in Southeast Asia and Taiwan and is a leading e-commerce platform in Brazil. Shopee’s marketplace model allows it to scale rapidly. In addition, we introduce many social and gamification elements into Shopee which we believe enable us to increase organic user acquisition, user retention and user time spent on our platform. Our GMV for the year ended December 31, 2025 was US$127.4 billion and gross orders totaled 13.9 billion. While we primarily operate as a marketplace, we also purchase some products from manufacturers or third parties directly and sell on our Shopee platform under our official store to meet buyers’ demand. Bulk purchasing and direct product sales for specific product categories also enable us to offer a more diversified product assortment to our buyers. Our Buyers and Sellers Our buyers are individuals and households who purchase from sellers on the Shopee platform. Shopee sellers are primarily small and medium businesses, brands, and large retailers as well as individuals. Shopee provides an efficient and reliable way of managing the selling process while maximizing customer needs. On Shopee, each seller has an online storefront that they can use to list their products. Shopee also facilitates communications between buyers and sellers, makes available customer service and dispute resolution solutions, and enables users to complete transactions. Our Shopee Mall hosts brands and large retailers prominently featuring their distinct logos and offers a premium shopping experience to a broad base of buyers. E-commerce Operations Product Category Focus We use targeted seller engagement and product placement to attract sellers and bring products to our platform. We leverage our deep understanding of local market conditions and user preferences to prioritize product categories that we believe have higher realization rates and profitability for our sellers. We currently offer a comprehensive general merchandise platform with strength in long-tail high-margin categories, such as fashion, health and beauty, and home and living. Meanwhile, we continue to expand categories to include an increasingly diverse range of products. Seller Support and Value-Added Services We offer strong support to sellers on the Shopee platform through on-the-ground teams with deep knowledge of our local markets. Our local teams also offer fast and localized operational and technological assistance in using business management tools. Moreover, an extensive network of logistics and payment solution providers are integrated into the platform to provide users with a one-stop solution. In addition to such integrated payment and logistics, we also offer sellers fulfillment and other value-added services, including inventory management and online store operations. Depending on sellers’ needs and preferences, we may help sellers manage inventory and fulfill orders from warehouses leased and operated by us, operate stores on our platform, or purchase products from sellers for reselling on our platform. We take the user experience beyond a traditional online marketplace environment, making online shopping truly seamless. We believe that these efforts help to streamline the whole online business operation –from store setup to selling, inventory and revenue management, and delivery and payment collection – for our sellers, empowering them to achieve greater success in their commercial activities. 51 Table of Contents Buyer Protection We focus on creating a secure and reliable shopping environment for our buyers and have developed robust consumer protection policies and procedures, including the following measures: ● Seller Verification. Sellers on the Shopee platform are subject to verification processes and must agree to our standard terms of service before opening a seller account. ● Listing Screening. Shopee has adopted a set of policies and procedures to prevent and remove listings of inappropriate or illegal goods and to screen out repeat offenders. All listings on the Shopee platform first undergo automated screenings against a list of illegal product names, categories and descriptions. We have developed this list based on local regulations, and it is frequently updated by our local teams to reflect the latest regulatory requirements. Listings posted by sellers which are deemed to be of high risk based on our screening will not be visible on our platform unless they are manually cleared by our operations and compliance teams. Listings that are not cleared due to regulatory violations or other violations of our terms of service will be permanently removed, and the seller will not be able to edit or re-submit the same product listing. We may suspend or remove accounts that repeatedly submit illegal or inappropriate listings. Moreover, users and other third parties may report listings that they believe to be illegal, infringing, inappropriate or offensive for our further review. ● Shopee Guarantee. We provide a free service to facilitate transactions on the Shopee platform under which we hold payments made by buyers in a designated account held by us until certain conditions are met, such as the ordered products being received or deemed to have been received by the buyer. After this, we release the payment to the seller. If the purchased products are not delivered to or received by the buyer, we will return the funds to them. This service is available for all eligible transactions on the Shopee platform. We believe that this service reduces settlement risks and improves transaction efficiency and security. ● Customer Service and Dispute Resolution. Buyers and sellers can attempt to resolve issues directly, and we also have customer support tools and teams to help resolve disputes between buyers and sellers or other issues. Buyers and sellers may submit supporting evidence through our dispute resolution system. Shopee Communication Tool The Shopee platform offers a live chat function enabling real-time communication between buyers and sellers. Buyers typically use the chat function to clarify product-related details, while sellers typically use the function to confirm payment and delivery information. We believe this communication tool has significantly improved the efficiency and security of transactions and the overall shopping experience. Integrated Logistics Services Logistics is critical for the development of e-commerce in our markets since many of them have terrain that is difficult to navigate and underdeveloped infrastructure. We rely on a combination of our own logistics capability and third-party logistics service providers to service Shopee orders. The logistics service providers with which we cooperate include national postal services, local logistics providers and global logistics companies. We also build our own local logistics capabilities to more effectively serve our buyers and sellers. Sellers and buyers can track the delivery status of their packages on our Shopee platform and provide feedback on logistics services. We evaluate and provide feedback to our logistics service providers to improve the level of services provided to our users, such as average delivery time. Fulfillment Services “Fulfilled by Shopee” is a service where third-party sellers may store their products in our fulfillment centers, and where we handle end-to-end fulfillment processes, including storage, packing, shipping and other value-added services. Once an order is placed, our fulfillment team picks, packs, and ships the product directly to the buyer. Fulfilled by Shopee enables sellers to provide fast and reliable service (including same-day or next-day delivery in eligible areas) without bearing the capital expenditure and operational complexity of building out their own fulfillment capabilities. 52 Table of Contents Payment on Shopee Buyers make payments to Shopee’s designated account, which are then released to the sellers upon satisfaction of certain conditions, such as the ordered products being received or deemed to have been received by the buyer. Depending on the market, sellers and buyers can choose from a number of payment options to complete transactions on Shopee, including Monee or third party e-wallets, consumption loan services, cards and bank transfers, as well as cash payments upon delivery or at designated service points. Monee provides the payment infrastructure and processes payments for transactions occurring on Shopee. Marketing and Promotions We undertake both online and offline marketing efforts to promote our brand awareness and attract new users. Our online efforts mainly include online advertisements through major web portals, search engines, social media, and our Shopee Affiliate Program. Our online advertisements focus on promoting campaigns such as Shopee 3.3 Mega Shopping Sale, 9.9 Super Shopping Day, 11.11 Big Sale, and 12.12 Birthday Sale, as well as driving order conversions. Our offline marketing efforts are based on localized approaches, including television commercials on major TV channels and display advertisements in selected high-traffic locations to cater to each market’s consumer landscape. Social and Gamification Features As part of our strategy to enhance user traffic and engagement on the Shopee platform, we have introduced a number of innovative social and gamification features such as “Shopee Coins,” “Shopee Prizes,” and “Shopee Live.” We also provide augmented reality tools that enable virtual try-ons for a personalized online shopping experience. Users can win “Shopee Coins” from making purchases, sharing reviews, playing mini-games and participating in campaign activities, then use these Shopee Coins to offset the cost of purchase from eligible sellers. “Shopee Prizes” are a variety of mini games that promote in-app interactions between fellow users through achieving individual or group rewards. “Shopee Live” enables buyers to watch and purchase directly from livestreams hosted by sellers and content creators. These livestreams promote real-time product demonstrations and interactions between sellers, content creators and their viewers, driving a path to purchase. Monetization We monetize Shopee mainly by offering sellers paid advertising services, charging transaction-based fees, and charging for certain value-added services, including logistics. Revenue from Shopee also includes revenue of products sold by us. We purchase products from manufacturers or third parties directly and sell on our Shopee platform under our official store to meet buyers’ demand for such products. Monee Monee, our digital financial services business, is a leading digital financial services provider in Southeast Asia with a growing presence in Latin America. Monee currently offers consumer and SME credit, e-wallet, payment processing, banking, insurtech, and wealth services. Monee’s credit business primarily consists of consumer and SME loans, with Shopee buyers and sellers as key user groups, while also supporting a broader range of consumer spending scenarios beyond Shopee. Our Buy Now, Pay Later (“BNPL”) products allow users to complete their purchase first and make the payment later or in instalments. Our cash loans to Shopee buyers help them to meet their short-term cashflow needs. These loans are generally short tenor, ranging from 3 to 12 months, whereas higher-ticket-size BNPL loans, such as those for electronics or motorcycles, typically have a longer tenor. For Shopee sellers, we offer unsecured SME loans to help them expand their operations. We also offer Shopee sellers with fast escrow services to help them receive funds more quickly and improve cash flow management. As of December 31, 2025, we had US$9.2 billion in outstanding principal amount for consumer and SME loans. This consists of US$8.2 billion on-book and US$1.0 billion off-book loans in terms of outstanding principal amount. These off-book loans mainly refer to channeling arrangements, which is lending by other financial institutions on our platform. 53 Table of Contents Monee provides the payment infrastructure and processes payments for transactions occurring on Shopee. We have integrated the e-wallet services of Monee with our Shopee platform across different markets, to promote efficient growth of Monee and to reduce payment friction for Shopee users. Moreover, we have use cases of our mobile payment services, which allow users to use multiple underlying payment sources such as their e-wallet, credit or debit card and bank account, outside of Sea’s platforms, including other online and offline merchants, along with a variety of third-party use cases. Third-party use cases currently include telecommunications companies, online and offline entertainment service providers such as game operators or app stores, movie theaters, concert/event venues, utility service providers, technology companies, food delivery service providers, credit card issuers, banks, fund managers and fund distributors, insurance companies, and car leasing companies. As we increase the number and type of merchants on the Monee platform, we are able to offer mobile payment solutions for a wider range of products and services to meet the daily needs of our users and attract more users to the platform. Moreover, Monee offers other digital financial services to its users through technology, such as banking services in Singapore, Indonesia and the Philippines. Our banking services mainly comprise deposit accounts, credit and debit cards, payment and remittance services and consumer loans. In certain of our markets, we also offer SME loans and distribution of investment products including money market funds and fixed income funds. We also offer insurance products through our MoneeInsure business. MoneeInsure acts as an underwriter for certain life and non-life insurance products in Indonesia and the Philippines. We also act as the insurance agent and conduct insurance brokerage business in certain of our markets to distribute embedded or standalone products on Shopee and third-party digital and offline channels. Monetization We mainly monetize our digital financial services business by earning interest and fees from our credit and banking businesses, fees from our e-wallet, payment processing and wealth services, and fees and premiums from our insurance business. Marketing Marketing of our Monee products and services have been done through online and offline advertisements and in-app advertisements through our apps and platforms. Regulation The financial services industry is heavily regulated and we are required to obtain and maintain certain licenses, authorizations, registrations, recognitions, approvals or permits in the jurisdictions in which we provide financial services. As of the date of this annual report, we have, directly or through partnerships, obtained licenses or governmental approvals necessary to provide payment services in Indonesia, Vietnam, Thailand, the Philippines, Malaysia, Singapore and Brazil and to provide credit services in Indonesia, Thailand, the Philippines, Malaysia, Singapore, Brazil and Mexico. In addition, we have obtained a license in Brazil to operate a credit, financing and investment institution (sociedades de crédito, financiamento e investimento) (“SCFI”) to conduct credit operations. We have also obtained licenses or governmental approvals necessary to offer general and life insurance products in Indonesia and the Philippines, and to operate as a broker in Thailand and the Philippines. We also hold insurance agency registrations in Singapore and Malaysia and maintain corporate insurance agent appointments in Vietnam and Brazil. See “Item 4. Information on the Company—B. Business Overview—Regulation.” As we expand our digital financial services business to additional markets, we may need to obtain additional licenses and permits in order to comply with local laws. See “—Regulation”, “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Risks Applicable Across Multiple Businesses—We are subject to extensive and changing laws and government regulations across our business,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Digital Financial Services Business—We face regulatory risks relating to our digital financial services business.” We have bank licenses in Singapore, Indonesia and the Philippines. For further details, see “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Risks Related to Our Digital Financial Services Business—Our banking business may subject us to additional material business, operational, financial, legal and compliance requirements and risks.” 54 Table of Contents Garena Garena, our digital entertainment business, primarily focuses on developing and offering mobile and PC online games for the global markets. We began our digital entertainment business at our inception in 2009. We offer our users easy access to highly engaging and localized content online that we develop or license, as well as organize and sponsor exciting game activities online and offline. We focus on game development, curation, localization, operation, distribution, monetization, and payments, as well as user community building and esports activities. Our Games Our games consist of self-developed games and games licensed from third-party developers. We offer immersive games covering some of the most popular and engaging genres, such as battle royale games; multiplayer online battle arenas, or MOBAs; role-playing games, or RPGs; massively multiplayer online role-playing games, or MMORPGs; racing games; action games and sports games. In most of these games, users play online in a virtual environment existing on network game servers that connect a large number of players simultaneously to interact with each other within the games. Mobile games have gained popularity in our markets. In December 2017, we launched the first game that we developed entirely in-house, Free Fire, a mobile game of the battle royale genre. Free Fire has enabled us to grow globally beyond Southeast Asia and Taiwan where we initially launched our game business. It is currently available on the Google Play Store and iOS App Store in more than 160 markets. We plan to continue to expand our game development capabilities and publishing business. Game Players We have a large and active user base for our online game business. The table below sets forth certain of our operating metrics for the periods indicated. For the Three Months Ended March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 Bookings (US$ in millions)(1) 775.4 661.3 840.7 672.4 Game QAUs (in millions) 661.8 664.8 670.8 633.3 Game QPUs (in millions) 64.6 61.8 65.9 58.0 (1) GAAP revenue for the digital entertainment segment plus change in digital entertainment deferred revenue. This operating metric is used as an approximation of cash spent by our users in the applicable period that is attributable to our digital entertainment segment. Our large user base as well as the team and social aspects of our games keep our game players engaged and also create powerful network effects that further attract users to our games, resulting in a high barrier to entry for our competitors. In-House Game Development We develop mobile games that cater to the demands of highly diverse markets across the globe. Our game development capabilities are particularly strengthened by our global experience in game publishing. We have a sizeable in-house game development team consisting of global developers focused on enhancing Free Fire gameplay and building out our pipeline of self-developed games. 55 Table of Contents Third-Party Games Publishing We also curate top third-party game content globally for publishing in our markets. Our market leadership and success in operating and customizing games for our local game players have helped us forge deep relationships with key international game developers in different parts of the world. Game developers choose us to operate their games in our markets because of our leading market position, strong reputation in the online game community, and successful track record of operating and popularizing games in our markets. We are therefore able to source high-quality games from world class developers, many of whom work with us as their exclusive partner in our markets. We rely on our local knowledge and years of game operating experience to select games that will match user needs and genre preferences. We also believe that our large user base contributes to a virtuous cycle. As we attract more high-quality game developers to partner with us, we are able to attract more users with a larger volume of high-quality content. We provide our game developer-partners access to a large user base in highly diverse markets across the globe, enabling our games to quickly become popular. Our services to third-party game developers include game launch and hosting, localization, marketing, distribution, monetization, integrated payment infrastructure, including access to our Monee payment services, and online and offline community building activities. In particular, we localize licensed games to adapt to each market. We work with game developers to translate game content into local languages, revise game design to suit local preferences, and meet regulatory requirements for each jurisdiction. We also develop exclusive local content for particular markets to enhance game attractiveness to local audiences. Our content localization efforts entail continuing feedback loops with developers throughout the life of the games we operate. Monetization and Payments Our game monetization model is a “freemium” model that allows our users to download and play fully functional games for free. We generate revenue primarily by selling our game players in-game items, which include in-game virtual items such as digital representations of functional or decorative items, as well as season passes. Digital representation of functional or decorative items includes in-game clothing, pets, weaponry or equipment, which players can purchase and utilize within the game environment to enhance their gameplay experience. Players that purchase season passes can receive additional in-game virtual items upon satisfying certain conditions. Players who choose to purchase in-game items benefit from being able to accelerate progress, enhance social interactions, and enjoy a more personalized game playing experience. We offer multiple methods for users to purchase in-game items, including through the Google Play Store and the iOS App Store payment gateways, our Monee e-wallet services, other online payment gateways, bank transfers, credit cards, debit cards, mobile phone billing, and prepaid cards, including our own prepaid cards, which are sold through agents. Esports and Community Building Garena organizes esports events annually and operates one of the largest mobile-game professional leagues in Asia, Latin America, and North Africa. We organize esports competitions that range in size from relatively small-scale local tournaments to widely publicized and promoted global esports events. Some of our users have become full-time professional esports athletes that compete for prize money in tournaments and sponsorships from large corporations that often also sponsor professional sports. Free Fire’s large esports and streaming community is another key pillar of our user engagement strategy. We believe our esports operations generate strong user engagement for our games as well as promote user acquisition and retention. Marketing We devise and execute marketing plans tailored for each market. We market our games through a combination of online advertisement, outdoor and print advertisements, television commercials, influencer partnerships as well as social media platforms and other online forums. 56 Table of Contents Our Technology Technology is key to our success as it enables us to operate our business more efficiently, improves the user experience and supports innovation. Our network infrastructure utilizes our private data centers and cloud services that are linked with high-speed networks. We have established local servers and infrastructure in many of our key markets to ensure faster connections and a seamless user experience. We operate at a scale that routinely delivers massive amounts of content to tens of millions of users across our platforms. Our technology architecture has been designed to scale to accommodate the large amounts of data our network generates. As our user base grows and the level of engagement and activities on our platforms increase, we will continue to expand our technology infrastructure to maintain and improve the quality of our user experience. Our data science technology serves various types of data-intensive computational needs, including high-volume batch processing and multi-variable and multi-dimensional real-time analytics. Customer Service We have dedicated customer service teams. We believe our customer service team is well-trained in assisting our users with issues they encounter on our platforms, gathering feedback on how to improve our services and receiving user complaints and suggestions. Moreover, we have adopted systematic internal procedures to quickly respond to and resolve customer complaints. Intellectual Property Our business is based significantly on the acquisition, creation, use, and protection of intellectual property. Free Fire, our self-developed game, is one of our key intellectual properties. Other forms of intellectual property include the technology and know-how that we have developed and use to operate our e-commerce, payment and other financial services products. We believe the protection of our trademarks, copyrights, domain names, trade names, trade secrets, patents, and other proprietary rights is critical to our business and we protect our intellectual property rights in various jurisdictions by relying on local laws and contractual restrictions. More specifically, we rely on a combination of trademark, fair trade practice, copyright, patent and trade secret protection laws, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. Moreover, we enter into confidentiality, proprietary rights assignment, non-compete, and non-assignment agreements with our employees, and have confidentiality arrangements with our business partners. We also actively engage in monitoring and enforcement activities with respect to infringing uses of our intellectual property by third parties. While we actively take steps to protect our proprietary rights, such steps may not be adequate to prevent the infringement or misappropriation of the intellectual property created by or licensed to us. See “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Risks Applicable Across Multiple Businesses—We may be subject to intellectual property-related risks.” Also, we cannot be certain that our intellectual property or the products and content on our platforms do not or will not infringe on the valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to our intellectual property or the intellectual property of others, as discussed in “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Other Operational Risks—We may be subject to risks related to litigation and regulatory proceedings.” Competition Each of the e-commerce, digital financial services and online games industries in our markets is highly fragmented. We face competition in each of our lines of business in each market where we operate. Some of our competitors may have greater access to capital markets, more financial and other resources, and a longer operating history than we do. See “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Risks Applicable Across Multiple Businesses—We face competition in our businesses.” 57 Table of Contents E-commerce We face competition from regional players that operate across several markets and global players that expand into our markets by building local platforms or making their existing platforms accessible to users in our markets and from single-market players and retailers. We compete with online and offline players to attract, engage, and retain buyers based on the variety and value of products and services listed on our marketplaces, overall user experience and convenience, online communication tools, social features, integration with mobile and networking applications and tools, mobile applications and availability, quality and costs of payment and logistics services. We also compete with online and offline players to attract and retain sellers based on the number and the engagement of buyers, the effectiveness and value of the services we offer to sellers, commission rates, and the availability of support services. We also compete to attract and retain content creators for e-commerce. In addition, we may face increasing competition from social media platforms, AI platforms and services, online and app-based search engines through which products and services may be researched and sold, and other content-providing market players. Social media platforms with high levels of user engagement may be able to leverage content and user connections and traffic on their platform to increase the visibility and attractiveness of a wide variety of brands and products. Digital Financial Services Monee competes with existing online and offline businesses offering consumer and SME financial products and services, as well as banks and other larger financial institutions. Monee competes with these companies primarily on network size, transaction processing speed, convenience, accessibility, variety, reliability, and price. We believe that strengths across the e-commerce and digital entertainment businesses position us very well to grow our digital financial services businesses and Monee has a significant competitive advantage with the strong demand in our markets for seamless and convenient forms of mobile financial services as well as the continued development of the digital economy in our markets. Online Games We compete on the basis of a number of factors, including user base, game portfolio, quality of user experience, brand awareness, and reputation, relationships with game developers and access to distribution and payment channels. Our competitors for publishing primarily include companies with a presence in just one or a few of our markets, as well as other global platforms and self-publishing game developers. Our competitors for game development include global developers. Seasonality Our revenue and other operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. For a discussion of the factors that may contribute to fluctuations of our quarterly results, see “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Risks Applicable Across Multiple Businesses—Our results of operations are subject to fluctuations.” Regulation This section sets forth a summary of the significant regulations or requirements in the jurisdictions where we conduct our material business operations, namely Indonesia, Taiwan, Vietnam, Thailand, Singapore Malaysia, Brazil, and the Philippines. The primary laws and regulations to which we are subject relate to foreign investment, dividend distributions, foreign exchange controls, e-commerce, e-wallet, payment processing, game operating, data protection, anti-money laundering and terrorism financing and employment and labor. Indonesia Regulations on Foreign Investment The Law No. 25 of 2007 regarding Investment issued on April 26, 2007, as amended by Government Regulation In Lieu of Law No. 2 of 2022 regarding Job Creation (the “Indonesia Investment Law”), states that all business sectors or business types are open to foreign investment, except certain lines of business that the Indonesian government has expressly prohibited or restricted from foreign investment. Under the Indonesia Investment Law, foreign investors can own up to 100% of the equity in e-commerce marketplace and game distribution businesses in Indonesia. We have obtained the investment in-principle license and the business license required for foreign investment companies engaging in e-commerce marketplace and game distribution businesses in Indonesia issued by the Indonesia Investment Coordinating Board. In addition, the Indonesia Investment Law renders void any agreements containing statements by Indonesian shareholders that they hold shares in an Indonesian company for the benefit of a foreign beneficiary. 58 Table of Contents Regulations on the Use of Indonesian Rupiah The government of Indonesia has enacted Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector, which amends Law No. 7 of 2011 on Currency (the “Indonesia Currency Law”). Notwithstanding this, Bank Indonesia Regulation No. 17/3/PBI/2015 on the Mandatory Use of Indonesian Rupiah within the Territory of the Republic of Indonesia (the “Indonesia Currency Law Implementation Regulations”) and Bank Indonesia Circular Letter No. 17/11/DKSP, the implementing guideline to the Indonesia Currency Law Implementation Regulations, remain applicable. Such rules require the use of Indonesian rupiah for all transactions conducted within Indonesia, including transactions for payment, settlement of obligations and other financial transactions, except for certain exemptions provided under the Indonesia Currency Law Implementation Regulations. Failure to comply with any provisions under the Indonesia Currency Law Implementation Regulations may lead to administrative, criminal or monetary sanctions. Regulations on Foreign Exchange Indonesia has limited foreign exchange controls. The Indonesian rupiah is generally freely convertible within or from Indonesia. The Indonesia Investment Law stipulates that foreign investors are allowed to make capital contributions and repatriate dividends, profits and other income in foreign currency without obtaining prior approvals from governmental authorities and/or Bank Indonesia, the central bank of Indonesia. The conversion of foreign currency into Indonesian rupiah for capital contribution purposes does not require any governmental approvals. According to the Bank Indonesia Regulation No. 6 of 2024 on Money Market and Foreign Exchange Market, and Bank Indonesia Board of Governors Regulation No. 11 of 2024 on Transactions in the Foreign Exchange Market (collectively, the “Indonesia Foreign Exchange Regulations”), a party wishing to convert Indonesian rupiah to foreign currency and vice versa is required to submit certain supporting documents to the bank handling the foreign exchange conversion, and to confirm that the underlying transaction documents are valid and that the foreign currency will only be used to settle the relevant payment obligations within the timeline specified under the underlying transaction, among other things. Regulations on Dividend Distributions Dividend distributions are regulated under Law No. 40 of 2007 on Limited Liability Companies, as amended by Government Regulation In Lieu of Law No. 2 of 2022 regarding Job Creation (the “Indonesia Companies Law”). A limited liability company may only declare dividends if it has positive retained earnings at the end of a fiscal year. Furthermore, the Indonesia Companies Law allows a limited liability company to distribute interim dividends prior to the end of a financial year so long as it is permitted by its articles of association and provided that the interim dividend does not result in the limited liability company’s net assets becoming less than the total issued and paid-up capital and the compulsory reserves fund. If, after the end of the relevant financial year, the limited liability company has suffered a loss and has no positive retained earnings, any distributed interim dividends must be returned by the shareholders, and the board of directors and board of commissioners of the limited liability company will be jointly and severally responsible if the interim dividend is not returned. A limited liability company is required to reserve a certain amount from its net profit each year as a reserve fund until such fund amounts to at least 20% of its issued and paid-up capital. Regulations on E-commerce General Regulation on E-Commerce The Indonesian government enacted Government Regulation No. 80 of 2019 on Commerce through Electronic Systems (the “E-commerce Regulation”). This regulation governs the restrictions and requirements for local e-commerce sellers as well as foreign e-commerce sellers if they actively provide their services to Indonesian consumers, and e-commerce platform providers and intermediary service providers. This regulation also regulates, among others, e-contracts, online advertisements and personal data protection in the e-commerce sector. 59 Table of Contents The Indonesian Ministry of Trade has also published Regulation No. 31 of 2023 on the Provisions of Business Licensing, Advertising, Development, and Supervision of Businesses Actors in Trading through Electronic Systems (“Regulation 31”). Regulation 31 (a) introduced new restrictions on interconnection between electronic systems used for e-commerce and those not used for e-commerce, (b) required platform providers to provide equal business opportunities to all merchants and maintain the prices of goods and/or services and ensure they are free from price manipulations, and to supervise, prevent and mitigate any unfair business practices through the establishment of adequate standard operating procedures, and (c) required platform providers that engage in cross-border marketplace activities to apply minimum prices for merchants that sell imported finished goods within their system. Any failure to comply with these prohibitions may result in the imposition of administrative sanctions and/or other forms of sanctions, as set out under relevant laws and regulations, including written reprimands and the revocation of business permits. Governance of Electronic Information and/or Documents General obligation of the government to prevent the dissemination of prohibited content is explicitly provided under Law No. 11 of 2008 on Electronic Information and Transaction, last amended by Law No. 1 of 2024 (the “Electronic Information and Transaction Law”). The Indonesian Ministry of Communication and Digital Affairs (the “MCD”, previously known as the “Ministry of Communication and Informatics” or “MCI”) has also enacted MCI Regulation No. 5 of 2020 on Private Electronic Systems, as amended (the “Private Electronic Systems Regulation”). Under the Private Electronic Systems Regulation, all digital platforms that fall within the private electronic system provider category are required to ensure that their platforms do not contain or facilitate the dissemination of prohibited content and take down any prohibited content identified in a written notice from MCD within 24 hours, failing which could result in actions by MCD to block the public’s access to the platform, among other things. If the content may disturb public order, the takedown request will be considered as urgent and must be concluded within four hours upon receiving notice from MCD. Furthermore, the Private Electronic Systems Regulation requires private electronic system operators to register their platform with MCD. We have completed the registration for our relevant platforms in Indonesia. Limitations and Liabilities of Platform Operators and E-commerce Merchants The E-commerce Regulation includes certain limitations of liability for e-commerce platform providers. E-commerce platform providers and intermediary service providers are discharged from liability for any illegal third-party content found on their platforms if the relevant provider has acted expeditiously to remove or disable access to such content after being aware of its existence. An intermediary service provider will also be discharged from liability for illegal content if it is acting as a mere conduit, caching, hosting or search engine provider. The Private Electronic Systems Regulation also addresses the steps to be taken by user-generated-content platforms, to be discharged from liabilities arising from prohibited content uploaded by their users, including the establishment of relevant policies and a reporting feature, and compliance with the mandatory take down timeline. If we fail to employ the abovementioned measures or to act in a timely or effective manner in response to user reports relating to listings or sales of prohibited content, our services may be subject to sanctions in the form of, amongst others, a temporary or permanent block. Regulations on Personal Data Protection and Information Security Law No. 27 of 2022 on Personal Data Protection (“PDP Law”) provides a framework for personal data protection in Indonesia. To the extent provisions in existing and separate regulations relating to privacy and/or personal data protection in Indonesia such as MCI Regulation No. 20 of 2016 on Personal Data Protection in Electronic Systems and Government Regulation No. 71 of 2019 on the Provision of Electronic System and Transactions (collectively, “General Data Protection Regulations”) do not conflict with the PDP Law, the non-conflicting provisions in these General Data Protection Regulations remain valid. These General Data Protection Regulations set out the rules governing the protection of personal data that are stored in electronic forms while PDP Law governs protection of personal data that are stored in both electronic and non-electronic forms. The PDP Law requires any action taken in relation to the processing of personal data by either Personal Data Controllers and Personal Data Processors (as defined in the PDP Law), including acquisition and collection, processing and analysis, storage, correction and updates, display, announcement, transfer, dissemination, disclosure, and deletion or destruction, to be subject to provisions of the PDP Law, such as requiring appropriate legal basis or obtaining prior consent of the owner of such personal data. The PDP Law also imposes obligations on the Personal Data Controllers and Personal Data Processors, including those related to adopting internal data protection and security policies, performing impact assessments for high-risk personal data processing, keeping records of the processing, appointment of a data protection officer, overseas transfer of personal data, and data breach notification to data subjects and the authority. 60 Table of Contents Failure to comply with the PDP Law may result in sanctions in the form of warnings or written reprimands, temporary suspensions of personal data processing activities, forced deletion or destruction of personal data, and administrative fines of up to 2% of annual revenue. If corporations fail to comply with PDP Law, they may be subject to criminal fines as well as license revocation and liquidation. Regulations on Consumer Protection Consumer protection in Indonesia is regulated under Law No. 8 of 1999 on Consumer Protection (the “Consumer Protection Law”), among others. The law details activities and circumstances that are prohibited such as disclosing incorrect and unclear information regarding the services rendered or promoting false advertising. Violations of the Consumer Protection Law may result in administrative and/or criminal sanctions such as monetary compensation or imprisonment. Other regulations, such as the E-commerce Regulation, specify return and cancellation rights that e-commerce platform operators are obligated to give consumers. The Financial Services Authority (Otoritas Jasa Keuangan / “OJK”) has also issued OJK Regulation No. 22 of 2023 on Consumer and General Public Protection in the Financial Services Sector (“OJK Regulation 22”) to prohibit financial services entities from carrying out actions which violate regulatory provisions or societal norms which cause physical and/or psychological disturbances towards potential and/or existing consumers. OJK Regulation 22 also requires financial service institutions to implement consumer protection policies and procedures, have a consumer protection unit or function, and report the implementation of consumer protection to the OJK. Violations of this regulation may result in administrative sanctions, ranging from written warnings to revocation of license. Regulations on Payment Service Providers Bank Indonesia has enacted Bank Indonesia Regulation No. 23/6/PBI/2021 on Payment Service Providers (the “Payment Service Providers Regulation”), which regulates the requirements and restrictions for all payment service providers in Indonesia (“PSPs”) and divides the PSP licenses into three categories: i.e., Category 1, Category 2, and Category 3. PSP licenses are classified based on the specific activities provided by a PSP. For example, a Category 1 license is required for PSPs that conduct the following activities: (i) administration of fund sources; (ii) provision of information on fund sources; (iii) payment initiation and/or acquiring services; and (iv) remittance services. Category 2 license is required for PSPs that conduct the activities under items (ii) and (iii) only, and Category 3 license is required for PSPs that provide remittance services and/or other activities determined by Bank Indonesia. We, through our local partnership, hold a Category 1 PSP license which entitles us to provide open loop electronic money/e-wallet services, payment initiation, acquiring services and certain fund transfer services. Under the Payment Service Providers Regulation, electronic money or e-money is defined as a payment instrument (i) issued on the basis of the source of funds being denominated in Indonesian rupiah that is deposited in advance to the e-money issuer, (ii) where the source of funds denominated in Indonesian rupiah is stored electronically in a server or a chip for purposes of transferring funds, and (iii) where the value of the e-money managed by the issuer is not considered as savings under the banking regulations. The Payment Service Providers Regulation also recognizes two types of e-money systems: (a) closed loop systems, where the e-money can only be used as a payment instrument for goods and/or services provided by the e-money issuer, and (b) open loop systems, where the e-money can be used as a payment instrument for goods and/or services provided by third party providers. An e-money provider may offer features such as user registration, top-up, payment transaction for purchases and bills payment, while funds transfer and cash withdrawal and any additional features (upon approval from Bank Indonesia) are only available for open loop e-money for registered users and licensed e-money providers. The regulation imposes limits to the amount of e-money unregistered users and registered users can deposit and transact. The maximum amount of e-money transactions in one month is IDR20 million (US$1,207) for unregistered e-money users, and IDR40 million (US$2,415) for registered e-money users. 61 Table of Contents With respect to reporting obligations, both e-money and e-wallet providers are obliged to submit periodical and incidental reports to Bank Indonesia. Any failure to comply with the regulations governing payment service providers may result in reprimands and monetary fines, and depending on the severity of the non-compliance, may also result in temporary suspension of activities and/or revocation of the relevant license. Regulations on Payment Systems Bank Indonesia has issued No. 10 of 2025 on the Regulation of the Payment System Industry (PBI 10/2025), which supersedes Regulation No. 22/23/PBI/2020 of 2020 on Payment Systems, effective March 31, 2026 (the “Payment Systems Regulation”). The Payment System Regulation is intended to be an “umbrella” regulation that provides a regulatory framework for the Indonesian payment systems industry, capturing PSPs and payment infrastructure providers (“PIP”). PSPs include most institutions providing front-end services to end-consumers such as e-money issuers, acquirers, payment gateway services providers, and fund transfer/remittance services providers. PIPs are generally institutions which facilitate clearing and settlements or back-end services, between PSPs or between other PIPs. PSPs and PIPs are classified based on transaction size, interconnectivity, complexity, and whether they are replaceable. We, through our local partnership, are classified as a PSP. The Payment Systems Regulation stipulates that for PSPs, foreign investors are permitted to hold up to 85% economic interests and Bank Indonesia does not take into account economic interests in determining control, and foreign investors are permitted to hold up to 49% shares with voting rights. A shareholder in a PSP will be deemed to have control if it holds at least 51% voting rights in the PSP, have a right to appoint members of management in the PSP, or holds a veto right in the PSP’s general meeting of shareholders. Such control can only be held by domestic parties. The Payment Systems Regulation expressly prohibits PSPs from accepting, using, linking and/or processing payment transactions using virtual currency. Regulations on Online Lending / Financing Online lending/financing in Indonesia is regulated under two categories, namely off-balance sheet and on-balance sheet. Whilst online on-balance sheet lending businesses are subject to the financing company regulations that are applicable to its offline counterparts, online off-balance sheet lending, or peer-to-peer lending, is regulated specifically under the OJK Regulation No. 40 of 2024 on Information Technology-Based Co-Funding Services. We hold the multi-finance company lending license in Indonesia. We participate in the peer-to-peer lending business in Indonesia through a licensed local business partner. These financing businesses are, among other things, subject to a cap on interest and fees and/or mandatory membership with industry associations. For example, a multi-financing company is required to join the Asosiasi Perusahaan Pembiayaan Indonesia (“APPI”) and a peer-to-peer lending company is required to join Asosiasi Fintech Pendanaan Bersama Indonesia (“AFPI”). The OJK has capped the maximum interest rate and fees chargeable by a peer-to-peer lending company per day to, for consumptive loans (mostly loans taken by individuals): (i) 0.3% for tenures less than or equal to 6 months, and (ii) 0.2% for tenures more than 6 months; and for productive loans (mostly loans taken by businesses): (i) 0.1%-0.275% (depending on loan quantum) for tenures less than or equal to 6 months, and (ii) 0.1% for tenures more than 6 months. There may be further changes to the maximum interest rate and fees. The OJK has introduced a limit on debtors obtaining funding from a maximum of three peer-to-peer lending platforms and from January 1, 2026, requires debtors to submit pay slips evidencing a minimum monthly income of IDR3,000,000 (US$181). The OJK may also seek to impose similar restrictions on multi-finance companies. Regulations on Banking Banking in Indonesia is regulated under Law No. 7 of 1992 regarding Banking, as amended by Law No. 4 of 2023 on Financial Sector Development and Reinforcement (the “Banking Law”). The Banking Law governs banks’ types and businesses, licensing, legal form and ownership, management structure, and bank secrecy. OJK has also issued Regulation No. 12/POJK.03/2021 on Commercial Banks (the “Commercial Banks Regulation”), which sets outs the regulatory frameworks applicable to our banking business in Indonesia, i.e. the ownership and shareholding structures, licensing process, and the foundational principles for the establishment and operation of our bank in Indonesia. 62 Table of Contents Banks in Indonesia are subject to a range of prudential and regulatory requirements, including minimum capital adequacy, liquidity, and reserve requirements, as well as obligations relating to corporate governance, risk management, anti-money laundering and counter-terrorism financing, economic sanctions, consumer protection, technology risk management, and the conduct of non-financial businesses. In addition, our Indonesia bank’s product approval processes with the OJK for its digital banking services are generally subject to OJK regulations. As required under OJK Regulation No. 12/POJK.03/2020 on Consolidation of Commercial Banks, all banks are required to fulfil a minimum core capital amount of at least IDR3 trillion (US$181 million). The Commercial Banks Regulation also classifies banks into 4 categories based on their core capital (Kelompok Bank berdasarkan Modal Inti or “KBMI”) , namely: (i) KBMI 1 with core capital equal or less than IDR6 trillion (US$362 million), (ii) KBMI 2 with core capital between IDR6 trillion (US$362 million) and IDR14 trillion (US$845 million), (iii) KBMI 3 with core capital between IDR14 trillion (US$845 million) and IDR70 trillion (US$4.2 billion), and (iv) KBMI 4 with core capital of more than IDR70 trillion (US$4.2 billion). This classification determines the regulatory reporting obligations, supervisory intensity, and the range of banking activities that our Indonesia bank is subject to. As the bank’s scale changes, its KBMI category may be reassessed by OJK, which may result in increased prudential obligations. Regulations on Financial Conglomerates On December 23, 2024, the OJK issued Regulation No. 30 of 2024 on Financial Conglomeration and Financial Holding Company (the “Financial Conglomerate Regulation”) which sets out the criteria for financial conglomerates and the establishment or appointment of a financial holding company that is tasked with certain duties and responsibilities. This regulation is intended to improve the efficiency and effectiveness of financial services regulations in Indonesia and the supervision of financial services institutions with common control. A financial holding company in Indonesia is required where a controlling shareholder or ultimate shareholder meets one of the following criteria: (i) owns at least three financial services institutions in Indonesia from different sector, with total assets of between IDR20 trillion (approximately US$1.2 billion) and IDR100 trillion (approximately US$6.0 billion), or (ii) owns at least two financial services institutions in Indonesia from different sectors, with total assets of at least IDR100 trillion (approximately US$6.0 billion). The OJK, at its discretion, may designate a business group as a financial conglomerate even if it does not meet the above-mentioned thresholds—particularly where the group’s operations are complex (e.g., based on product or service variety, transaction volume, product sensitivity, or performance outcomes) or have significant influence on the financial sector. Conversely, the OJK may also determine that a previously designated financial conglomerate no longer qualifies, based on the asset composition or dominance within its financial services institutions. The financial holding company may be operational or non-operational. The minimum amount of paid-up capital for a non-operational financial holding company is the nominal value of shares invested by such company in members of the financial conglomerate. The financial holding company is responsible for a range of matters in respect of the entities in the financial conglomerate, including being responsible for their activities, making capital participation, carrying out management services to improve the effectiveness of consolidation and business strategies, and supporting the financial optimization. The Financial Conglomerate Regulation also requires the financial holding company to be involved in the risk management, governance, and prudential oversight of the financial conglomerate. The Financial Conglomerate Regulation requires controlling shareholders and/or ultimate shareholders of the Indonesian financial institution group that meets the criteria to submit an application for the establishment of a financial holding company in Indonesia within 6 months after the regulation takes effect. 63 Table of Contents Regulations on Anti-money Laundering and Prevention of Terrorism Financing Prevention and Eradication of Money Laundering Law No. 8 of 2010 on Prevention and Eradication of Money Laundering, as amended, regulates the types of transactions which are required to be reported to the Indonesian Financial Transaction Reports and Analysis Center (“PPATK”). Any party who conceals or disguises the origin, source, location, allocation, assignment, or actual ownership or assets known or reasonably suspected to be proceeds of crimes may be subject to monetary sanction of up to IDR2 billion (US$120,729) or imprisonment of up to 15 years. Financial service providers must comply with know-your-customer principles and report suspicious financial transactions that it believes is related to money laundering to the PPATK. The reporting party is required to report to PPATK (i) any suspicious financial transaction regardless of the amount, and (ii) any cash financial transaction involving a minimum amount of IDR500 million (US$30,182), or an equivalent value in other currencies, and/or (iii) any financial transaction involving the transfer of funds from and to other countries. Failure to submit the report may subject the reporting party to administrative sanction(s) including warning letters, public announcements on the action or an administrative penalty. Prevention and Eradication of Terrorism Financing Law No. 9 of 2013 on the Prevention and Eradication of Terrorism Financing, as amended, was enacted in order to prevent the funding of terrorists. Under this regulation, an act of terrorism financing is defined as direct and/or indirect acts to provide, collect, grant, or loan funds to persons that would knowingly use the funds to conduct terrorist acts. Companies that fund terrorism in Indonesia may face large monetary fines, have their assets seized and their permits revoked. Moreover, such companies may also be dismantled or expropriated by the government. Financial service providers must comply with know-your-customer principles and report suspicious financial transactions that it believes is related to terrorism to the PPATK. Intentionally failing to do so may result in fines of up to IDR1 billion (US$60,365). Financial service providers that provide fund transfer services must also request the sender of funds to present identification and information explaining the purpose of the fund transfer and must keep a record of all transactions for at least five years. Regulations Relating to Game Business MCD has enacted the MCI Regulation No. 2 of 2024 on Game Classification (the “Game Classification Regulation”). Under the Game Classification Regulation, any individual, business entity and/or legal entity that markets gaming products (“Game Publisher”) must register its game as a private electronic system operator and conduct an independent classification on the gaming products that it intends to advertise and/or market in Indonesia, which must then be assessed by a game classification examiner or MCD. The Game Classification Regulation classifies games into five categories which are intended to guide parents and users to choose games that are appropriate for the age group of the users. Based on the content of the games, games are classified into the following age groups: (i) 3 years old and over, (ii) 7 years old and over, (iii) 13 years old and over, (iv) 15 years old and over, and (v) 18 years old and over. The content categories that are used to classify the games into the foregoing categories include alcohol use, cigarette and/or electronic cigarette use, violence, language use, and online interaction. Failure to comply with the classification requirement may subject a Game Publisher to administrative sanctions in the form of written reprimand, temporary suspension of the game, or permanent suspension of the game. Games that are already classified or rated outside of Indonesia and marketed in Indonesia must also comply and carry out the classification process under the Game Classification Regulation. Indonesia Government Regulation No. 17 of 2025 (“GR 17/2025”), as well as MOCD Regulation No. 9 of 2026 (“MOCD Reg 09/2026”), requires that all electronic system operators (defined as people or entities that provide, manage or operate systems that process, store or disseminate electronic information) perform risk assessments and provide protection mechanisms for minors under the age of 18 if the operators’ products, services and/or features are intended for minors or are likely to be accessed by them. The indicators to be considered for the risk assessment are, among others, exposure of children to strangers, exposure to harmful content, and addictive elements. The risk self-assessment must then be reported to the MCD for verification. Protection mechanisms include age verification, procurement of parental consent, and a reporting mechanism for misuse of products, services or features. GR 17/2025 and MOCD Reg 09/2026 introduce a tiered framework governing minors’ access to online platforms and digital services, based on a risk assessment, the minors’ age, and parental consent. Implementation of the regulations will proceed in phases, beginning on March 28, 2026. 64 Table of Contents Regulations on Labor Under Law No. 13 of 2003 on Manpower, as amended, we are required to pay our employees the stipulated minimum wage. Indonesia has adopted social protection and social welfare programs for employees who are working in Indonesia under Law No. 24 of 2011 on the Social Security Agency, as amended, pursuant to which an employer is required to register itself and its employees as employment social security participants and to make the requisite financial contributions. Failure to comply with this obligation may result in written warnings, fines, imprisonment and/or exclusion from certain public services. In addition, every person, including foreign nationals, who is employed for at least six months in Indonesia, must participate in the social security programs in Indonesia. Taiwan Regulations on Foreign Investment There have been and remain tensions surrounding the Taiwan Strait. If such tension intensifies, our business in Taiwan might not be able to operate normally or at all. Due in large part to these tensions, Taiwan has imposed restrictions on investments by PRC investors. Investment in Taiwan by PRC investors is governed by the Measures Governing Investment Permits to the People of the Mainland Area, (the “Measures”), which was last amended on December 30, 2020, and promulgated by the Ministry of Economic Affairs of Taiwan (the “MOEA”). PRC investors refer to PRC individuals, juristic persons, organizations and other institutions and PRC invested companies from other jurisdictions (collectively, “PRC investors”). “PRC invested companies from other jurisdictions” refer to those entities incorporated outside of the PRC and invested by PRC individuals, juristic persons, organizations and other institutions that (i) directly or indirectly hold more than 30% of the shares or capital of such entities (each intermediate holding company shall be separately assessed based on this 30% test to determine whether it is deemed a PRC invested company from other jurisdictions), or (ii) have the ability to control such entities. Under applicable regulatory guidance, “control” is defined to include: (i) having the ability to hold more than 50% of the voting shares under agreement with other investors; (ii) having the ability to control the financing, operation and personnel appointment and removal of the company according to laws or agreements; (iii) having the ability to appoint or remove more than half of the members of the board of directors or more than half of the key members of the other organization that is able to direct a company’s operation, and such company is controlled by the board of directors or such other organization mentioned above; (iv) having the ability to direct more than 50% of the voting power in the board of directors or more than 50% of the voting power in the other organizations that is able to direct a company’s operation, and such company is controlled by the board of directors or such other organization mentioned above; or (v) other indicia of control as set forth in the International Financial Reporting Standards or Enterprise Accounting Standards promulgated by the Financial Accounting Standards Committee of the Accounting Research and Development Foundation of the Republic of China. PRC investors are required to apply for an approval before engaging in the following investment activities: (i) holding the shares issued by or making capital contribution in a company, sole proprietorship, partnership or limited partnership in Taiwan, exclusive of a single or accumulated investment that is less than 10% of the shares in a company that is listed on a stock exchange or traded on an over-the-counter market or emerging stock market in Taiwan; (ii) setting up a branch office, sole proprietorship, partnership or limited partnership in Taiwan; (iii) providing loans to invested companies invested by (i) and (ii) for more than one year; (iv) having the ability to control a sole proprietorship, partnership, limited partnership or company in Taiwan that is not listed and traded on a Taiwanese stock exchange, an over-the-counter market or emerging stock market according to agreements or other methods; or (v) a PRC invested companies from other jurisdictions acquires business or assets of a Taiwanese company that is not list and traded on a Taiwanese stock exchange, an over-the-counter market or emerging stock market. In addition, if a PRC investor is a juristic person, organization, or other institution invested by (a) a “political party,” military, administrative or political agency of PRC, or (b) PRC invested companies from other jurisdictions invested by the agencies listed in item (a) above, the Taiwan authorities may restrict or prohibit such PRC investor from investing in businesses in Taiwan. PRC investors are not allowed to invest in a Taiwan company that operates businesses in certain statutory business categories, such as computer recreational activities, software publication, third party payment and general advertising. 65 Table of Contents Before investing in Taiwan in accordance with the Measures, PRC investors investing in a Taiwan company that operates businesses in certain permitted statutory business categories are required to apply for prior approval from the MOEA. In case of being deemed non-compliant with the above-mentioned laws and regulations, the Taiwan authorities may take a range of actions, including: ● imposing fines between NT$120,000 (US$3,825) to NT$25,000,000 (US$796,940) and further fines if the non-compliance is not rectified as ordered; ● ordering the violator to reduce any direct or indirect ownership or control by PRC investors; ● requesting the violator to divest some or all of its investment or control in its invested entities in Taiwan; ● suspending the rights of shareholders; and ● discontinuing the operations and revoking the business licenses of its invested entities in Taiwan. Foreign Investors Foreign investments in Taiwan are governed by the Statute for Investment by Foreign Nationals, last amended on November 19, 1997. Foreign investors may invest by holding shares issued by a Taiwanese company, contributing to its registered capital, establishing a branch office, a proprietary business or a partnership in Taiwan, or providing loans to the invested business for a period exceeding one year, provided that the business items of the invested Taiwanese company are not in a negative list promulgated by the MOEA from time to time. Regulations on Foreign Exchange Foreign exchange matters are generally governed by Taiwan’s Foreign Exchange Regulation Act and regulated by the Ministry of Finance of Taiwan, and the Central Bank of the Republic of China (Taiwan). Authorized by the Foreign Exchange Regulation Act, the Central Bank of the Republic of China (Taiwan) has promulgated the Regulations Governing the Declaration of Foreign Exchange Receipts and Disbursements or Transactions in order to deal with the declaration of foreign exchange receipts, disbursements or transactions involving NT$500,000 (US$15,939) or more or its equivalent in foreign currency. Under existing laws and regulations, foreign exchange approvals must be obtained from the Central Bank of the Republic of China (Taiwan) on a payment-by-payment basis. A single remittance by a company with an amount over US$1 million or its equivalent in foreign currency shall be reported and documents supporting the accuracy of such report shall be provided to the bank handling such remittance before the remittance is conducted. In addition, remittances by a company whose annual aggregate amount exceeds US$50 million or its equivalent in foreign currency may not be processed without the approval of the Central Bank of the Republic of China (Taiwan). Although such approvals have been routinely granted in the past, there can be no assurance that in the future any such approvals will be obtained in a timely manner, or at all. Regulations on Dividend Distributions Dividend distributions by companies incorporated in Taiwan are governed by the Taiwan Company Act. Under the Taiwan Company Act, with respect to a corporate entity, dividends shall only be distributed after the 10% of annual net income (less prior years’ losses, if any, and applicable income taxes) is set aside as a legal reserve until the accumulated legal reserve equals the paid-in capital of such company. In addition, a foreign company’s Taiwan branch, such as our digital entertainment business entity in Taiwan, is not entitled to distribute dividends or make other distributions and can only remit the profits to its holding company in accordance with foreign exchange control regulations after satisfying the relevant income tax obligation in Taiwan. 66 Table of Contents Regulations on E-commerce As there are no specific regulations in Taiwan governing e-commerce businesses, operation of e-commerce in Taiwan is regulated by a number of legislations, such as the Personal Data Protection Act, the Act Governing Electronic Payment Institutions, Regulations Governing Anti-Money Laundering and Countering the Financing of Terrorism for Enterprises or Persons Providing Third-Party Payment Services, and the Consumer Protection Act. See “—Regulations on Payment Processing Services” and “—Regulations on Data Protection and Information Security” below. The regulation on e-commerce by the Consumer Protection Act is generally implemented through the Matters to be Included and Excluded in the Online Transaction Standard Form Contracts for Retailers and Others. According to this legislation, online retail business is required to present certain information on their website, such as product information, delivery method and location, and mechanism for resolution of consumer disputes. Regulations on Payment Processing Services Under the Act Governing Electronic Payment Institutions, an “electronic payment institution” means a company approved by the Financial Supervisory Commission to operate the following businesses and certain ancillary or derivative businesses as prescribed under the Act Governing Electronic Payment Institutions: (i) collecting and making payments for real transactions as an agent, (ii) accepting deposits of funds as stored value funds, (iii) conducting small amount of domestic or foreign exchange, and (iv) conducting the purchase and sale of the foreign currencies and the currencies of PRC, Hong Kong or Macau. However, a company which (i) only engages in the business of collecting and making payments for real transactions as an agent; (ii) the total balance of funds it collects/pays and keeps does not exceed NT$2 billion (US$64 million) in the average daily amount of a year; and (iii) does not accept deposits of funds as stored value funds, or transfer funds between e-payment accounts, is not considered an electronic payment institution, and will be considered a third-party payment service provider instead. If the total balance of funds such company collects/pays exceed NT$2 billion (US$64 million) in the average daily amount of a year, or if such company either accepts deposits of funds as stored value funds, or transfers funds between e-payment accounts or by using a stored value card, such company shall apply for a license to qualify as an electronic payment institution. Regulations on Imported Games and Game Operations Operations of online games are regulated by the Regulations on the Rating of Game Software. Game operating companies and agents of game software need to clearly label the rating and warning language on the packaging or webpages of the game according to the rating system under the regulations and register the rating level and plot of such game software in the database of the competent authority. In the event the rating level of a game is not labeled properly, the game operating company or agent may be subject to fines, and may be subject to repeated penalties if not rectified. In addition, according to the Recording of Matters in the Standard Contracts of Online Games, game operating companies need to label the following information on their game websites, log-in page of the game or checkout page, and the packaging of their games: (i) the rating level and the age groups that are prohibited or suitable for the game, (ii) the minimum system requirements for running the game, (iii) payment information for safety systems provided within the online games (if any) and whether such safety systems are free or not, and (iv) information and certain warning language regarding in-game activities, rewards, prizes and winning percentage. Regulations on Data Protection and Information Security The main regulation governing the protection of personal data in Taiwan is the Personal Data Protection Act. The Personal Data Protection Act governs the collection, processing and use of personal information in order to prevent abuse of personal data by other parties. Companies that seek to collect, process and use personal information need to disclose the name of the party collecting the personal information and the purpose of collecting the personal information subject to the user’s consent. Data subjects should also be informed of their rights under the Personal Data Protection Act and how they can exercise such rights. Our businesses in Taiwan are required to comply with the Personal Data Protection Act while collecting, processing, transferring, and using the personal information of our users. Failure to comply with the Personal Data Protection Act may give rise to fines and criminal liability. Regulations on Anti-money Laundering and the Prevention of Terrorism Financing According to the Money Laundering Control Act, the Regulations Governing Anti-Money Laundering and Countering the Financing of Terrorism for Enterprises or Persons Providing Third-Party Payment Services of Taiwan, a third-party payment service provider has to: (i) complete service capacity registration; (ii) establish internal control and audit systems based on the scale of their business operations and the level of money laundering / terrorism financing risks; (iii) undertake know-your-customer measures and conduct ongoing due diligence on merchants; and (iv) conduct continuous transaction monitoring and report suspicious cases to the Investigation Bureau of the Ministry of Justice when transactions meet the criteria defined by regulations or internal policies. We will continue to closely monitor regulatory developments in order to continue to comply with the anti-money laundering and prevention of terrorism financing regulations. 67 Table of Contents Regulations on Labor According to the Labor Standards Act of Taiwan, employers are not allowed to terminate employment contracts without cause. Further, the mere transfer of ownership of a company is not sufficient grounds for laying off employees. Only when the employer is to be dissolved due to transactions under the Business Mergers and Acquisitions Act can such employer terminate the employment agreements with employees that are not offered employment by the surviving or assigned company. Under the Labor Standards Act and the Labor Pension Act of Taiwan, employers are required to contribute no less than 6% of an employee’s monthly salary into a specific account as part of the employee’s pension. Under the Labor Insurance Act of Taiwan, employers should withhold and pay for certain statutory percentages of the labor insurance premiums for employees aged between 15 and 65. In addition, under the National Health Insurance Act of Taiwan, employers are required to pay a certain statutory percentage of the employees’ health insurance premium. Vietnam Regulations on Foreign Investment Foreign investment into Vietnam is regulated by both domestic legislation and international agreements, with the primary regulations being the Law on Investment 2020 and the superseding Law on Investment 2025 (effective from March 1, 2026) and Vietnam’s WTO commitments. Foreign investment is generally divided into three categories: unrestricted, restricted, and prohibited. With respect to the “restricted” category, restrictions can take the form of a specific foreign ownership ceiling in a foreign-invested company, a general requirement to enter into a joint venture with a Vietnamese party with no mandated maximum foreign ownership ceiling, or the requirement to obtain certain government approvals for foreign ownership with respect to the industries that the Vietnam government has not committed to opening to foreign investment. For example, foreign ownership in companies engaging in online game business generally may not exceed 49% following Vietnam’s WTO commitments, and companies with foreign ownership engaging in e-payment or e-commerce business have to obtain certain government approvals. We have obtained approvals from competent authorities of Vietnam for direct ownership of equity interests in our e-commerce, e-payment and online game businesses as a foreign investor, including approval for 100% direct ownership in our e-commerce business. Under this law, the investment registration authority of Vietnam could terminate an investment project in whole or in part if the investor conducted investment activities on the basis of a false civil transaction, which is a transaction falsely entered into by transacting parties for the purpose of concealing other transactions or evading responsibilities to a third person. Such termination decisions may only be based on legally effective court judgments or decisions or the arbitration award under the Article 59 of Decree 31/2021/ND-CP regulating the implementation of this law. Financial Support Provided by Offshore Entities Financial support in the form of loans, direct cash injections and guarantees provided by an offshore entity to a Vietnam entity is permitted under Vietnamese laws, including Vietnam’s foreign exchange control regime. Loans provided by offshore lenders to Vietnam entities with a term of (i) more than 12 months, (ii) 12 months or below but extended to more than 12 months and (iii) 12 months or below but with the outstanding principal loan amount and interest remaining outstanding one year from the first disbursement date, unless such principal amount is settled within 30 working days, must be registered with the State Bank of Vietnam and must satisfy certain conditions with respect to, among others, the term, type, amount, currency and purpose of the loan. There is no other restriction imposed on any of the foregoing financial support mechanisms. Regulations on Foreign Exchange Vietnam does not possess a fully liberalized foreign exchange control regime, and the use, exchange and remittance of foreign currencies are regulated by the Ordinance on Foreign Exchange Control and its guiding instruments, along with miscellaneous regulations on inward investment. 68 Table of Contents The use of, and exchange of foreign currencies for, Vietnamese dong, is broadly dependent on whether such foreign currencies are used for capital investment purposes or general transactional purposes. Capital investment comprises both indirect investment and direct investment, with direct investment generally defined as any foreign investment where (i) foreign investor(s) establishes a corporate entity and is required to obtain an investment registration certificate, (ii) foreign investor(s) holds 50% or more of the charter capital following a merger, acquisition or restructuring, (iii) foreign investor(s) establishes a project company to implement public-private partnership project(s), or (iv) foreign investor(s) holds 50% or more of the charter capital following the establishment of a corporate entity pursuant to specialized laws without being required to obtain an investment registration certificate. Foreign currencies and Vietnamese dong are permitted to be used for direct investments and only Vietnamese dong may be used for indirect investments. All capital investments into Vietnam, whether direct or indirect, must be made through specialized investment capital bank accounts, and any dividend distributions and returns of capital from such investments must be made through the same accounts. There are no foreign exchange control or remittance restrictions imposed on amounts held in such investment capital bank accounts, except for the requirement for supporting documents evidencing valid remittances. Vietnamese dong held in current accounts can generally be freely exchanged for foreign currency and subsequently remitted offshore, provided that the origin of such amounts and the reason for the exchange and remittance are legitimate. Contracts for the supply of goods or services entered into between a Vietnamese individual or company and a foreign company are one of the valid bases for such foreign currency exchange transactions. Regulations on Dividend Distributions In Vietnam, a company is generally allowed to pay dividends or distribute profits after it has settled all of its outstanding tax or other financial obligations, and set off previous losses, provided that the payment of the dividends will not result in the company being unable to discharge its debts and other liabilities. Additionally, the distributed dividend or profit is allowed to be repatriated at the end of the financial year, after the audited financial statements and the corporate income tax clearance have been submitted to the tax authority. Regulations on E-commerce E-commerce businesses are currently mainly governed by the Law on E-Transactions, Decree No. 52/2013/ND-CP (“Decree 52”), as amended and supplemented mainly by Decree No. 85/2021/ND-CP (“Decree 85”), Circular 47/2014/TT-BCT, and Circular No. 59/2015/TT-BCT, as amended and supplemented mainly by Circular No. 01/2022/TT-BCT (“Circular 59”). According to Decree 85, companies that own e-commerce direct sale websites must notify the Ministry of Industry and Trade of Vietnam (“MOIT”) if such websites have an online ordering function. Companies that own e-commerce service provision websites, including e-commerce marketplace, online auction websites, and online promotion websites, must register with the MOIT. In addition, under Decree 85, an approval from the Ministry of Public Security must also be obtained by any foreign investors who have “control” in a company on the MOIT’s list of the top five e-commerce companies in Vietnam. Such a list has not been released by MOIT as of the date of this annual report. According to Circular 59, e-commerce mobile applications include (i) applications used for direct sale of goods and (ii) applications for provision of e-commerce services. Accordingly, a company with an application used for sale of goods, which includes an online ordering function must notify the MOIT and a company with an application for the provision of e-commerce services must register with the MOIT. However, a company with an application for both sale of goods and provision of e-commerce services must register to establish an e-commerce service provision website and register the e-commerce service provision application with the MOIT. The Law on E-Commerce was passed on December 10, 2025 and will take effect on July 1, 2026, superseding Decree 52 (which is amended and supplemented by Decree 85) and Circular 59. The Law on E-Commerce places additional obligations on platform operators, including seller verification, automated content monitoring, clear return and refund policies, allowing buyers to choose among certain intermediary service providers that meet the platform’s prescribed criteria, and enhanced dispute resolution mechanisms. 69 Table of Contents According to Decree No. 09/2018/ND-CP (“Decree 09”), foreign-owned entities that provide e-commerce services are also required to obtain a specific business license from the Department of Industry and Trade (“DOIT”). Our e-commerce business in Vietnam has obtained the license under Decree 09. The Prime Minister of Vietnam issued Decision No. 01/2025/QD-TTg eliminating the exemptions from import duty and value added tax for low-value goods imported from overseas, effective as of February 18, 2025. An amendment to the Law on Tax Administration became effective from April 1, 2025, requiring e-commerce platform operators to collect, declare and pay a percentage of income tax on behalf of eligible sellers on the platform. A new Law on Tax Administration was issued on December 10, 2025 and will take effect from July 1, 2026. Under this new law, operators of e-commerce platforms that have online ordering and payment functions will continue to be required to collect, declare and pay certain taxes on behalf of eligible sellers. The new Law on Consumer Protection Rights came into effect on July 1, 2024. This law regulates certain obligations for intermediary digital platforms, including e-commerce platforms. It includes specific requirements for large digital platforms, including creation of an archive for algorithm-based advertising and periodically evaluating content moderation and user verification processes. Regulations on E-payment Services According to Decree No. 52/2024/ND-CP, intermediary payment services include financial switch services, international financial switch services, electronic clearing services, digital wallet services, collection and payment on behalf services, and electronic payment gateway services. Companies that wish to provide intermediary payment services are required to obtain a license for intermediary payment services. To obtain this license, companies must satisfy certain conditions, such as meeting minimum equity capital thresholds (VND50 billion, or approximately US$2.0 million) as well as having qualified personnels and systems in place. We hold the license for intermediary payment services for electronic payment gateway services, collection and payment on behalf services and digital wallet services in Vietnam. Regulations on Anti-money Laundering and Prevention of Terrorism Financing Vietnam’s Law on the Prevention of Money Laundering 2022 contains the primary anti-money laundering and prevention of terrorism financing regulations in Vietnam. It applies to all financial institutions (including intermediary payment service providers like us) and certain non-financial institutions engaged in specific business activities, which include offering games for prizes. Intermediary payment service providers are classified as one of the reporting entities under the Law on the Prevention of Money Laundering 2022. The Department of Anti-Money Laundering established under the State Bank of Vietnam monitors and regulates Vietnam’s anti-money laundering regime. Entities subject to the anti-money laundering regime have obligations to report high-value and suspicious transactions, conduct know-your-customer procedures, customer due diligence and close supervision of high-risk transactions. Regulations on Imported Games and Game Operations According to Circular No. 34/2013/TT-BCT, games are permitted to be imported into Vietnam. With regard to the publication of games, including electronic games, Vietnam’s WTO commitments allow foreign investors to provide electronic games only through a business cooperation contract or a joint venture company with a Vietnamese partner which is licensed to provide electronic games. Foreign investment into the joint venture company generally shall not exceed 49% following Vietnam’s WTO commitments. See “—Regulations on Foreign Investment” above. On November 9, 2024, the Vietnam government issued Decree No. 147/2024/ND-CP (“Decree 147”) regulating the management, provision, and use of Internet services and online information (including electronic games). Decree 147 replaces Decree No. 72/2013/ND-CP on the management, provision, and use of Internet services and online information (“Decree 72”). 70 Table of Contents Decree 147 maintains the same classification method for games as outlined in Decree 72, including: G1 games (simultaneous interactions among various players via a game server), G2 games (interactions only between players and a game server), G3 games (simultaneous interactions among various players but no interactions between players and a game server), and G4 games (those downloaded from a network with no interaction among players or between players and the game server). Currently, we operate G1 games. Companies can operate G1 games after obtaining a license to provide game services (“G1 Game License”) and, for each G1 game that the company operates, it also needs to obtain a G1 Game Release Permit. We have obtained all necessary licenses and permits for game operation business in Vietnam. Regulations on Data Protection and Information Security The 2018 Law on Cybersecurity (Law No. 24/2018/QH14) requires foreign service providers in the fields of e-payment, e-commerce, online games, and certain other industries to have a commercial presence in Vietnam (such as branch or representative office) and to localize the user’s data in Vietnam. The government issued Decree No. 53/2022/ND-CP to provide further details on a number of articles of the Law on Cybersecurity. A subsequent Law on Cybersecurity (Law No. 116/2025/QH15) was issued on December 10, 2025 and will take effect from July 1, 2026, replacing the 2018 Law on Cybersecurity. The new law likewise generally requires foreign service providers operating on the internet and telecommunications networks to have a commercial presence in Vietnam and to localize the user’s data in Vietnam. The Law on Personal Data Protection, which is effective from January 1, 2026 and replaces Decree No. 13/2023/ND-CP on personal data protection, establishes a comprehensive legal framework governing the collection, processing, storage, disclosure and cross-border transfer of personal data. Personal data is defined as data or information that identifies or helps identify a specific individual and is sub-categorized into general personal data and sensitive personal data. The law sets out data processing principles, consent requirements, data subject rights, obligations of data controllers and data processors, requirements for personal data protection impact assessments in certain cases, and conditions applicable to cross-border transfers of personal data. The Law on Artificial Intelligence, effective from March 1, 2026, regulates the research, development, provision and deployment of AI systems in Vietnam and establishes principles relating to transparency, safety, human oversight and risk management. Regulations on Labor Vietnam’s Labor Code, along with a number of guiding instruments, regulates the relationship between employers and employees in Vietnam, including both Vietnamese nationals and expatriates. It specifies that an employment contract must generally be made in writing. In accordance with Labor Code 2019, there are two types of labor contracts, indefinite term and definite term contracts. An employer is only permitted to offer two consecutive fixed term contracts, subsequent to which the employment contract must be an indefinite term contract. Employees are entitled to statutory benefits payable by the employer, including health, social and unemployment insurance. Thailand Regulations on Foreign Investment Foreign investment in Thailand is regulated under the Thai Foreign Business Act, B.E. 2542 (1999), as amended, which states that a foreigner is restricted from engaging in certain businesses in Thailand as described in the Thai Foreign Business Act, such as advertising business, sale of food and beverage, and other service businesses which include e-payment services, unless an approval is granted by the Cabinet of Thailand or a foreign business license or a foreign business certificate is granted by the Ministry of Commerce of Thailand, depending on the type of business specified under the Annexes to the Thai Foreign Business Act, or there is an exemption under other specific laws. The term “foreigner” under the Thai Foreign Business Act covers the following definitions: (i) a natural person who is not a citizen of Thailand; (ii) a juristic person not established in Thailand; (iii) a juristic person established in Thailand with half or more of the shares constituting its capital held by (i) or (ii) or half or more of the total capital of such juristic person invested by (i) or (ii); and (iv) a juristic person established in Thailand with half or more of the shares constituting its capital held by (i), (ii) or (iii), or half or more of the total capital of such juristic person invested by (i), (ii) or (iii). 71 Table of Contents Under the Thai Foreign Business Act, the definition of “foreigner” does not include references to relative voting arrangements, control of the management of a company or the economic interests of Thai and foreign nationals. The Thai Foreign Business Act only considers the immediate level of shareholding. As a result, no cumulative or look-through calculation is applied to determine the foreign status of a company when it has several levels of foreign shareholding. See “—C. Organizational Structure—Thailand Shareholding Structure” for more details about our shareholding structures in Thailand and “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Other Operational Risks—We rely on structural arrangements to establish control over certain entities and government authorities may determine that these arrangements do not comply with existing laws and regulations. We are also subject to other risks relating to such structural arrangements.” Regulations on Foreign Exchange The legal basis for foreign exchange control in Thailand is derived from the Exchange Control Act, B.E. 2485 (1942), as amended, and the Ministerial Regulation No. 13 B.E. 2497 (1954), as amended. In order to control the volume of foreign currency in Thailand and promote the stability of the Thai baht, foreign exchange regulations in Thailand state that all foreign exchange transactions, including those involving purchases, sales, exchanges and transfers, shall be conducted through authorized parties, including commercial banks and through authorized non-banks, namely authorized money changers, money transfer agents, and companies, that are granted foreign exchange licenses from the Minister of Finance of Thailand. There is no limit on the remittance of foreign currency into Thailand; nevertheless, the remittance of foreign currency to outside of Thailand is primarily limited to the value of the underlying transaction. Prior approval from the Bank of Thailand may be necessary if the transaction is beyond what is allowed under the regulations. Failure to comply with the laws and regulations will lead to a fine and/or imprisonment. We only remit foreign currency out of our Thailand operations through commercial banks and authorized non-banks with the requisite licenses and obtain separate approval from the Bank of Thailand for such transactions (if required). Regulations on Dividend Distributions Dividend distributions by private companies incorporated in Thailand are governed by the Civil Commercial Code and the Thai Revenue Code. Dividends shall only be distributed out of a company’s profit. A company looking to distribute dividends is required to set aside at least 5% of its retained earnings into a legal reserve fund at the time the dividend is paid until and unless the legal reserve fund reaches 10% of the company’s registered capital. The dividend distributed to a company’s shareholders is subject to a 10% withholding tax. The withholding tax may be exempt or reduced depending on the rules and regulations of the Thai Revenue Code and the double taxation agreements that Thailand has entered into with other countries. Regulations on E-commerce Pursuant to the Direct Sale and Direct Marketing Act B.E. 2545 (2002) (as amended, the “Direct Sale and Direct Marketing Act”), companies engaging in direct sales or direct marketing are required to register their business with the Secretariat General of the Office of Consumer Protection or the officer appointed by the Secretariat General of the Office of Consumer Protection. We have registered our e-commerce marketplace in Thailand. Under the Direct Sale and Direct Marketing Act, companies that operate an online marketplace are direct marketing companies and are required to comply with applicable laws and regulations and to ensure that documentation evidencing sales and purchases of goods and services on its online marketplace are provided to consumers. The e-commerce platform business is also subject to the Royal Decree on the Operation of Digital Platform Service Businesses That Are Subject to Prior Notification B.E. 2565 (2022) (as amended, the “Royal Decree on Digital Platforms”), which mandates certain notification obligations for digital platforms exceeding certain annual revenue or average monthly user thresholds. Information required to be submitted to Electronic Transactions Development Agency (“ETDA”) includes details about the company, the platform, users and top complaint matters. 72 Table of Contents Depending on the size and type of the digital platform, the Royal Decree on Digital Platforms also sets various platform-related requirements, including notifications to the ETDA, conditions for provision, suspension, or cessation of service (including fees, remuneration, and expenses), criteria/algorithm used to rank, recommend, or advertise goods or services, satisfaction ratings and feedback from users, access and usage of data shared with business operators on the digital platform, and information about inquiries, complaints, disputes and responses concerning alleged unlawful or sensitive content (including content rating practices). Large digital platforms are subject to additional requirements, including related to risk assessment, risk management, security measures, crisis management and external audit. Entities designated as digital marketplaces under this Decree, including Shopee, also are subject to additional requirements, including identity verification for business users, verification of product standards and licenses, establishment of notice-and-takedown mechanisms for illegal or non-compliant content, public consultations in advance of certain changes of terms and conditions, and annual compliance reports. Regulations on Consumer Protection Thailand’s consumer protection laws include the Consumer Protection Act B.E. 2522 (1979), as amended, the Unfair Contract Terms Act, B.E. 2540 (1997), the Product Liability Act B.E. 2551 (2008) and the Consumer Case Procedure Act B.E. 2551 (2008). Such laws aim to promote greater transparency and more accurate disclosures regarding products and services, adequate compensation if consumers are harmed by a product or service and fair transaction terms between sellers and buyers. Regulations on E-payment Services In Thailand, electronic transactions and e-payment services are governed by several governmental authorities and regulations including the Electronic Transaction Commission, the Governor of the Bank of Thailand or his or her designee, the Electronic Transactions Act, B.E. 2544 (2011), as amended, and the Payment Systems Act, B.E. 2560 (2017) (the “Payment Systems Act”). Under the Payment Systems Act, an operator seeking to operate a regulated payment system or regulated payment service, which includes e-payment services, is required to have a license. Regulated e-payment services businesses include: (i) credit card, debit card, or ATM card services, (ii) electronic money services, (iii) service of receiving electronic payment for and on behalf of sellers, service providers or creditors, (iv) service of transferring money by an electronic means, and (v) other payment services which may affect the financial system or public interest. We have the e-payment service business licenses in Thailand for (i) electronic money services, (ii) payment facilitating services, (iii) services for receiving electronic payments for and on behalf of sellers, service providers or creditors, and (iv) services for transferring money by electronic means. Any non-compliance with the regulations regarding the regulated payment system or the regulated payment services will be subject to penalties, including monetary fines and criminal liabilities, including imprisonment, and, depending on the severity of the non-compliance, may result in the suspension or revocation of the relevant licenses obtained under such regulations. In addition, the Bank of Thailand has issued the Notification of the Bank of Thailand No. SorNorChor 1/2564 (2021) Regarding the Guideline on Supervision of Information Technology Risk in accordance with the Laws on Payment System requiring the designated payment services providers to arrange appropriate IT governance, IT security controls, and IT risk management. The Royal Decree on Measures for Protection and Suppression of Technology Crimes B.E. 2566 (2023), amended by the Royal Decree on Measures for Protection and Suppression of Technology Crimes No. 2 B.E. 2568 (2025), requires financial institutions, e-payment services operators, and digital asset business operators to (i) share information of accounts and transactions that could be related to cybercrime to other financial institutions and e-payment services operators via a designated system, (ii) temporarily freeze suspicious transactions that could be related to cybercrime, (iii) notify other financial institutions and operators that would be a transferee of the transaction in (ii), (iv) report the information to the relevant authority and share such information through the designated system in accordance with (i), and (v) refuse to open, suspend, or close accounts of any person whose name or digital asset wallet address has been listed by the Anti-Online Scam Operation Center. The law also imposes joint liability on such businesses for technology crime damages, unless they demonstrate compliance with the applicable preventive standards prescribed by the relevant authorities. 73 Table of Contents Regulations on Nano Financing The Ministry of Finance promulgated the Notification Regarding Businesses that Require a Permit According to Section 5 of the Notification of the Revolution Council No. 58 (Supervised Nano Finance), as amended (collectively, the “Supervised Nano Finance Notification”), which requires a nano finance business operator to obtain approval from the Minister of Finance through the Bank of Thailand. The Supervised Nano Finance Notification also stipulates that loan proceeds from nano financing may only be used for business-related purposes in order to boost opportunities to small business owners who are natural persons. Certain of our loan products are offered under our nano finance license in Thailand. The Bank of Thailand has promulgated the Notification No. SorNorSor 13/2563 (2020) Regarding the Rules, Procedures and Conditions for the Operation of Nano Finance Businesses. Under such notification, operators of nano finance businesses should take into account the borrower’s ability to repay the loan (which is unsecured) and consider a credit limit for each borrower. The maximum credit limit of a loan product offered under the nano finance license shall not exceed THB100,000 (US$3,176), and the interest rate, together with fees and penalties, shall not exceed 33% per annum. In addition, the nano finance business operator shall maintain a debt-to-equity ratio of seven times or less throughout its operation. The Bank of Thailand has issued Notification No. SorNorSor 14/2566 (2023), to amend the Notification No. SorNorSor 13/2563 (2020). Nano finance business operators are now prohibited from charging interest, fines, penalties, fees, or any other charges in the case where customers redeem or repay the loan before the scheduled due date (prepayment fee), whether in full or in part. The Bank of Thailand has issued Notification No. 3/2568 (2025) Regarding Responsible Lending to strengthen the role of nano finance business operators in appropriately undertaking responsibility for customers throughout the entire debt lifecycle. Under such notification, nano finance business operators are required to adopt eight principles in business operation such as to: (i) ensure accurate and clear advertising and provide complete and accurate information to customers; (ii) consider customers’ affordability and repayment ability; and (iii) give advance notifications to debtors, among others. Regulations on Personal Loans Personal loan business operators are subject to the Ministry of Finance’s Notification Regarding Businesses that Require a Permit According to Section 5 of the Notification of the Revolution Council No. 58 (Supervised Personal Loan), as amended (collectively, the “Supervised Personal Loan Notification”) which requires personal loan business operators providing uncollateralized personal loans to individuals (a) without a specified purpose, (b) for the purpose of acquiring goods or services, or (c) for business-related purposes to obtain a personal loan license. Certain of our loan products are offered under our personal loan business license in Thailand. The Bank of Thailand’s Notification No. SorNorSor 12/2563 (2020) requires that the credit limit for personal loans granted under the personal loan license (not including for occupational purposes) should not exceed (i) one and a half times of the average monthly income of the borrower or the average monthly cash inflows in the borrower’s deposit accounts, where the average income or cash inflows is below THB30,000 (US$953) a month; or (ii) five times of the average monthly income of the borrower or the average monthly cash inflow in the borrower’s deposit accounts, where the average incomes or cash inflow is equal to or more than THB30,000 (US$953), based on the total income sources or cash flow of deposit accounts at financial institutions over a period of the past six months or such longer period as may be required by the regulator. Moreover, the interest rate for personal loans granted under the personal loan license, together with fees and penalties, shall not exceed 25% effective rate per annum. Adhering to the same approach as in nano finance regulations, the Bank of Thailand’s Notification No. SorNorSor 13/2566 (2023) amended the Notification No. SorNorSor 12/2563 (2020), personal loan business operators are now also prohibited from imposing interest, fines, penalties, fees, or any charges when customers redeem or repay the loan before the scheduled due date (prepayment fee), whether in full or in part. 74 Table of Contents Similar to nano finance business operators, the Bank of Thailand’s Notification No. SorGorSor2. 4/2563 (2020) (Market Conduct Rules) and the Bank of Thailand’s Notification No. 3/2568 (2025) (Responsible Lending) also requires personal loan business operators to adopt the eight principles outlined in the notification to their legal compliance requirements. Regulations on Digital Lending Any personal loan business operators under the Supervised Personal Loan Notification, who use digital technology and alternative data to facilitate provision of loans in regard to the assessment of the ability or willingness to repay the loan, disbursement and repayment, and disclosure of information, are subject to the Bank of Thailand’s Notification No. TorPorTor.ForGorSor.(01)Vor. 977/2563 (2020) Regarding the Rules, Procedures and Conditions for the Undertaking of Digital Personal Loan Business (the “Digital Personal Loan Notification”). Pursuant to the Digital Personal Loan Notification, personal loan business operators intending to undertake the digital personal loan business must notify the Bank of Thailand before commencing its business. The maximum credit limit for digital personal loans granted to each borrower under such digital personal loan license shall not exceed THB20,000 (US$635) with the repayment period not exceeding six months. Unlike personal loan business operators, digital personal loan business operators are not required to assess a borrower’s financial condition based on income or cash flow of deposit accounts for credit approval, nor are they required to follow income or cash flow based criteria for determining credit limits. Certain of our loan products are offered under our digital lending license in Thailand. Regulations on Game Businesses Digital game and game distributing businesses, either for personal computers or mobile phones, are governed by the Film and Video Act B.E. 2551 (2008), (as amended, the “Film and Video Act”). Digital games are treated as videos under the Film and Video Act. Digital games to be exhibited, exchanged or distributed in Thailand shall be reviewed and approved by the Thailand Film and Video Censorship Committee. Updates and amendments to previously approved digital games will be regarded as new games and subject to review and approval by the Film and Video Censorship Committee. Companies engaging in the game distributing business are required to obtain a game distributing license under the Film and Video Act unless the games are offered for free. We regularly arrange to obtain approvals of the games we exhibit and any updated versions from the Film and Video Censorship Committee. Regulations on Anti-Money Laundering and Prevention of Terrorism Financing The key regulations for anti-money laundering and counter-terrorist financing are the Money Laundering Prevention and Suppression Act, B.E. 2542 (1999), as amended, which imposes reporting obligations on persons designated by the Anti-Money Laundering Office and certain types of business operations for (i) any transactions that reach certain thresholds which vary depending on the type of transactions involved; and (ii) suspicious transactions. Personal loan business operators and e-payment business operators are required to conduct certain know-your-client and customer due diligence. Regulations on Labor Labor matters are mainly governed by the Thai Civil and Commercial Code and the Thai Labor Protection Act, B.E. 2541 (1998), as amended, and its subsequent notifications. The laws stipulate the relationship between the employer and the employees in essential aspects, including working hours, leaves, wages, entitlements, employment termination and severance payment, etc. The employment arrangement can be made verbally and is not required in writing. Under the Thai Labor Protection Act, it is mandatory for employers to establish work rules when 10 or more employees are hired and it shall cover the following issues: (i) working days, normal working hours and rest period; (ii) holidays and rules governing the taking of holidays; (iii) rules governing overtime and holiday work; (iv) the day and place where wages, overtime pay, holiday pay and holiday overtime pay are to be made; (v) leave and rules governing the taking of leave; (vi) discipline and disciplinary measures; (vii) lodging of grievances; and (viii) termination of employment, severance pay and special severance pay. In addition, all employees of businesses with more than 10 employees shall be members of the Employee Welfare Fund. Employers are required to make a deduction from the employee’s wage to pay for contributions, and employers shall pay supplementary contributions to the Employee Welfare Fund at a rate of 0.25% of the wages effective from October 1, 2026 until September 30, 2031. 75 Table of Contents Regulations on Personal Data Protection Personal data collected from our conduct of businesses fall within the scope of the Personal Data Protection Act B.E. 2562 (2019) (“Personal Data Protection Act”). The Personal Data Protection Act applies to the collection and processing of personal data, including but not limited to the collection, use, disclosure or transfer by a data controller or a data processor. As the law has extraterritorial enforcement, data controllers and data processors both in and outside of Thailand may be subject to this regulation. Cross-border transfer of personal data is subject to those criteria and methods as prescribed by the Personal Data Committee Notifications pursuant to Section 28 and Section 29 of the Personal Data Protection Act. In addition, data controllers are required to inform data subjects of the purpose of their collection and subsequent processing of the personal data collected, and obtain consent for such collection or processing, unless otherwise provided in the Personal Data Protection Act or the regulations or announcements issued by the Personal Data Protection Commission. Singapore Regulations on Dividend Distributions The governing legislation for the distribution of dividends in Singapore is the Companies Act 1967 of Singapore (the “Companies Act”). Under Section 403 of the Companies Act, a Singapore company is only allowed to pay dividends out of profits and there are certain restrictions on the use of profits for the purposes of dividend declaration. In addition to complying with the Companies Act, the payment of dividends must also be in accordance with the company’s constitution and the generally acceptable accounting principles in Singapore. Regulations on E-commerce Consumer Protection There are various general consumer protection laws in place in Singapore. According to the Consumer Protection (Fair Trading) Act 2003 of Singapore, we, operating our current business model, may be deemed as suppliers and may be held liable for engaging in unfair practices in relation to consumer transactions. Unfair practices include, among other things: (i) doing or saying anything which would reasonably deceive or mislead consumers, (ii) making a false claim, (iii) taking unreasonable advantage of a consumer, or (iv) making various forms of misrepresentations to the consumer. The Consumer Protection (Trade Descriptions and Safety Requirements) Act 1975 of Singapore prohibits the use of false trade descriptions on goods supplied in the course of trade by all parties in the course of business. While we have, among other things, policies in place which require users of our e-commerce platform not to promote or sell any products which are illegal or prohibited for sale under Singapore law, there remains a residual risk that we may be liable for abetting the sale and distribution of such illegal products in breach of Singapore law if we knew of or had reason to suspect the listing and sale of illegal products on our e-commerce platform but failed to take action to remove such listings. Regulations on Payment Services The Monetary Authority of Singapore (“MAS”) regulates payment service providers and payment systems in Singapore under the Payment Services Act 2019 of Singapore (“Payment Services Act 2019”). Under the Payment Services Act 2019, a major payment institution or standard payment institution license from the MAS is required for providing any type of regulated payment service in Singapore unless such service is exempted from licensing under the law or expressly excluded from the scope of the Payment Services Act 2019. The payment services regulated under the Payment Services Act 2019 are (a) account issuance service, (b) domestic money transfer service, (c) cross-border money transfer service, (d) merchant acquisition service, (e) e-money issuance service, (f) digital payment token service and (g) money-changing service. In particular, “e-money issuance service” means the service of issuing e-money to any person for the purpose of allowing a person to make payment transactions and “account issuance service” includes the service of issuing a payment account to any person in Singapore. We hold a major payment institution license in Singapore to provide account issuance services, e-money issuance services, domestic money transfer services, cross-border money transfer services and merchant acquisition services. 76 Table of Contents A licensee under the Payment Services Act 2019 is required to comply with the requirements under the Payment Services Act 2019 and its subsidiary legislations, as well as all applicable notices, circulars and guidelines issued by the MAS (including but not limited to Notice PSN01 Prevention of Money Laundering and Countering the Financing of Terrorism – Holders of Payment Services Licence (Specified Payment Services) (“Notice PSN01”) and/or Notice PSN02 Prevention of Money Laundering and Countering the Financing of Terrorism – Holders of Payment Service Licence (Digital Payment Token Service), as the case may be). Pursuant to Notice PSN01, unless otherwise exempted, a licensee under the Payment Services Act 2019 to provide certain specified payment services (which includes “account issuance service,” “domestic money transfer service,” “cross-border money transfer service” or “money changing service”) must, amongst various things, perform due diligence and ongoing monitoring on its customers; maintain data, documents and information relating to transactions; and submit reports on suspicious transactions to the Suspicious Transactions Reporting Office. A licensee under the Payment Services Act 2019 will also need to comply with, among other things, the directions and/or regulations issued by the MAS under Section 15 of the Financial Services and Markets Act 2022 in relation to dealing with assets of and/or imposing sanctions on designated persons. In addition to the above, the Payment Services (Amendment) Act 2021 came into effect on April 4, 2024 and introduced amendments to the Payment Services Act 2019 and its subsidiary legislation, including amendments such as widening the definition of “cross-border money transfer service” to include transmission of money between two countries, arranged by a payment service provider in Singapore even where moneys are not accepted or received in Singapore; widening the definition of “domestic money transfer service” such that the definition applies except where both the payer and payee of a transaction executed under the service are financial institutions; expanding the definition of “digital payment token service” to include the provision of custodial services for digital payment tokens, arranging for the transmission of digital payment tokens between accounts, provision of any service of inducing or attempting to induce any person to enter into or to offer to enter into any agreement for or with a view to buying or selling any digital payment token, and the exchange of digital payment tokens, even where the payment service provider does not come into possession of the moneys or digital payment tokens; and adding MAS powers to impose additional requirements on digital payment token service providers in relation to anti-money laundering and countering the financing of terrorism, user protection and financial stability. Regulations on Digital Banking Our wholly-owned subsidiary in Singapore (“Singapore DFB”) has been granted a digital full bank (“DFB”) license in Singapore. As the holder of a DFB license, our Singapore DFB is required to comply with certain licensing conditions and other prudential and regulatory requirements which include additional conduct of business, operational, financial and legal requirements. The Singapore DFB is allowed to conduct banking business in Singapore on a phased basis, which may include the taking of deposits from, the making of advances to and providing banking services to retail and non-retail customer segments. The MAS regulates DFBs under the Banking Act 1970 of Singapore and its subsidiary legislation as well as all applicable notices and other instruments issued by the MAS, subject to certain modifications (as set out in the publication “Eligibility Criteria and Requirements for Digital Banks” issued by the MAS). Generally, a fully functioning DFB will be able to conduct all banking business as existing qualifying full banks and will be subject to the full range of laws, regulations and prudential rules that apply to such banks. This includes complying with the notices and regulations surrounding ongoing risk-based capital and liquidity requirements, unsecured lending, anti-money laundering and countering the financing of terrorism, economic sanctions, corporate governance, risk management, technology risk and the conduct of non-financial businesses. However, it should be noted that DFBs are (i) only allowed to operate one physical “place of business” (being a place where a bank conducts banking business or other regulated businesses), (ii) not allowed to access the automatic teller machine or cash deposit machine network, but will be able to offer cashback services through Electronic Funds Transfer at Point of Sale terminals at retail merchants, and (iii) will be required to comply with same risk based capital requirements applicable to domestic systemically important banks. 77 Table of Contents Our Singapore DFB commenced operations as a restricted DFB before it may become a fully functioning DFB with MAS’ approval in future. Whilst a DFB will eventually be expected to comply with the minimum paid-up capital requirement set by the MAS of S$1.5 billion (US$1.2 billion) which is applicable to all existing qualifying full banks, prior to it becoming a fully functioning DFB, the minimum paid up capital requirement applicable to a restricted DFB is S$15 million (US$11.7 million). This minimum paid up capital requirement will progressively increase as the restricted DFB grows. Aside from minimum paid up capital requirements, banks are also generally expected to ensure that there is sufficient capital to satisfy regulatory ratios and limits such as those relating to risk-based capital adequacy requirements and large exposures to counterparties. Unless otherwise agreed with MAS, a restricted DFB will also be subject to various restrictions on its business in accordance with the Digital Full Bank Licensing Framework, including but not limited to matters in relation to deposit amounts, customer eligibility, types of product offerings, lending limits and such other conditions deemed necessary by the MAS from time to time. The pace of growth of a restricted DFB will depend on its ability to meet its commitments as well as MAS’ supervisory considerations. Once a restricted DFB has met all relevant milestones and has been assessed by the MAS to pose no significant supervisory concerns, the MAS may lift all restrictions, upon which the restricted DFB will become a fully functioning DFB. The MAS generally expects a DFB to be fully functioning and to meet the minimum paid-up capital requirement of S$1.5 billion (US$1.2 billion) within three to five years from commencement of business. Regulations on Buy-Now-Pay-Later Services In Singapore, the Buy Now, Pay Later (“BNPL”) Working Group, formed by the Singapore FinTech Association and industry players under the guidance of MAS, introduced a self-governing Code of Conduct (“BNPL CoC”) for BNPL operators in Singapore. The BNPL CoC is aimed at the safeguarding of consumers against over-indebtedness, ensuring that BNPL offerings will have a positive impact on Singaporean consumers and to benefit the BNPL ecosystem. It signifies the industry’s commitment to abide by a fixed set of standards by crystallizing industry best practices and formalizes safeguards such as the suspension of accounts on default, no compounding of interest or fees and no initiation of bankruptcy proceedings against the consumer. The requirement for BNPL operators to participate in a BNPL credit bureau is also enshrined in the BNPL CoC. All new and existing BNPL operators are expected to comply with the BNPL CoC, including obtaining and maintaining accreditation. MAS will monitor the BNPL sector and continue to engage the industry as part of subsequent reviews of the BNPL CoC as necessary. Regulations on Imported Games and Game Operating Video Game Classification Pursuant to the Films Act 1981 of Singapore, the Infocomm Media Development Authority (“IMDA”) is responsible for classifying films, videos and video games distributed in Singapore. In particular, it administers the video game classification system under the Films Act 1981, which requires businesses importing or distributing physical copies of video games in Singapore to submit the video games to the IMDA for rating and classification. However, the video game classification system does not apply to games which are only available via internet download. Since the online games that we offer are available only through online platforms, we in general are not subject to the video game classification system. However, the IMDA retains the right to issue a rating and/or classification of any of the online games we offer, should it choose to do so. Films Regulation The Films Act 1981 imposes a regulatory requirement for an organization to hold a license for importing, distributing or publicly exhibiting films in the course of any business. A film is defined to include a video game. However, the definition of a video game under the Films Act 1981 expressly excludes a video game made available by means of a computer online service that is a broadcasting service and is played on a mobile device or other device onto which the video game has been installed, or while the player is using a broadcasting service that enables end-users to access the Internet. Since the online games that we offer are available only through online platforms, we are exempted from having to comply with the abovementioned requirement to obtain a license. Regulations on Data Protection and Information Security Personal Data Protection The Personal Data Protection Act 2012 of Singapore (“PDPA”) governs the collection, use and disclosure of the personal data of individuals by organizations, and is administered and enforced by the regulator, the Personal Data Protection Commission (“PDPC”). It sets out data protection obligations which all organizations are required to comply with in undertaking activities relating to the collection, use or disclosure of personal data. A failure to comply with any of the above can subject an organization to a fine per breach of up to S$1 million (US$777,665) or 10% of the organization’s annual turnover in Singapore, whichever is higher. 78 Table of Contents Among other things, an organization regulated under the PDPA is required to obtain consent from its customers and inform them of the applicable purposes before collecting, using or disclosing their personal data. Moreover, it is also required to put in place sufficient measures to protect the personal data in its possession or control from unauthorized access, loss or damage. In the event of a data breach involving any personal data in an organization’s possession or control, the PDPA requires the organization to reasonably and expeditiously assess the data breach, and notify the PDPC of the data breach under certain scenarios. In addition, organizations are also required to notify the affected individuals if the data breach is one that is likely to result in significant harm or impact to the affected individuals. Regulations on Intellectual Property Rights The Intellectual Property Office of Singapore administers the intellectual property legislative framework in Singapore, which includes copyrights, trademarks and patents. Singapore is a member of the main international conventions regulating intellectual property matters, and the WTO’s Agreement on Trade Related Aspects of Intellectual Property Rights. Copyright Copyrights are protected pursuant to Singapore’s Copyright Act 2021, which guarantees authors various exclusive rights, including the rights of reproduction and communication to the public, automatically at the time of creation and expression of a work in tangible form. Copyright in commissioned works vests in the author by default but may be assigned by contract, and employers by default own the copyright in all content created by their employees in the course of the employees’ employment, unless otherwise agreed. Trademarks Trademarks are protected under the Trade Marks Act 1998, which provides a first-to-file system granting a trademark registrant a statutory monopoly in relation to the product or service for which it is registered. A registered proprietor can rely on the registered trademark as proof of his right to the mark in civil or criminal infringement proceedings. Registered marks may be protected indefinitely, as long as the registration is renewed every 10 years. Patents Patents are protected pursuant to the Patents Act 1994, requiring as preconditions for patenting the requirements of novelty, having an inventive step and industrial applicability. Patents allow exclusive rights to exploit an invention during the 20 year term of protection, provided annual maintenance fees are paid. Regulations on Anti-Money Laundering and Prevention of Terrorism Financing The primary anti-money laundering legislation in Singapore is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore (“CDSA”), provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the acquisition, possession, usage, conversion, concealment, disguising or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, disguising, transfer or conversion of such benefits. Besides criminalizing the laundering of proceeds derived from drug dealing and other serious crimes, the CDSA also requires suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. The Terrorism (Suppression of Financing) Act 2002 of Singapore (“TSOFA”), is the primary legislation for the combating of terrorism financing. It was enacted to give effect to the International Convention for the Suppression of the Financing of Terrorism. The TSOFA requires information about any property belonging to any terrorist or terrorist entity to be reported to the Commissioner of Police. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability. 79 Table of Contents Regulations on Labor The Employment Act 1968 of Singapore provides certain protections such as minimum notice periods, maximum working hours, maximum amount of deductions from wages, minimum holidays and rest days, maternity/paternity leave, paid childcare leave, sick leave, etc. Aside from certain minimum benefits, employees in Singapore are entitled to contributions to the central provident fund by the employer as prescribed under the Singapore Central Provident Fund Act 1953 (the “Singapore Central Provident Fund Act”). The specific contribution rate to be made by employers varies depending on whether the employee is a Singapore citizen or permanent resident in the private or public sector and the age group and wage band of the employee. Malaysia Regulations on Dividend Distributions The governing legislation for the distribution of dividends in Malaysia is the Companies Act 2016 (“CA 2016”). Under Section 131 of the CA 2016, a Malaysian company may only distribute dividends out of profits available if the company is solvent. Under the CA 2016, the company is regarded as solvent if it is able to pay its debts as and when they become due within 12 months immediately after the distribution is made. Further, the distribution of dividend must be in compliance with the relevant provisions of the CA 2016 (e.g., where any distribution of dividend must be authorized by the directors of the company before such distribution is made) and the company’s constitution. Regulations on Foreign Exchange Ringgit is the lawful currency of Malaysia. Payments between persons in Malaysia shall be in ringgit, unless foreign currency is permitted under the foreign exchange policy (the “FEP”). Bank Negara Malaysia (“BNM”) has a policy against the internationalization of ringgit, therefore ringgit exchange rates must be determined onshore in Malaysia, and there are restrictions on the outflow of ringgit under the FEP. Malaysia has FEP restrictions based on provisions in the Financial Services Act 2013 (“FSA”). Pursuant thereto, a wide range of transactions (these include payments and receipts, exchange of currency) set out in Schedule 14 to the FSA are subject to the prior written approval of BNM. BNM issues FEP Notices setting out its general approval on the terms therein. The FEP restrictions principally apply to transactions between “residents” and “non-residents” as defined in the FSA. Foreign investors are generally permitted to invest in ringgit denominated assets and repatriate dividends, profits and other income in foreign currency with certain limited exceptions. Under the FEP, the conversion of ringgit into foreign currency may be freely effected onshore with licensed banks or money-changers with certain limited exceptions. Regulations on E-commerce The relevant laws governing Malaysia’s e-commerce include Electronic Commerce Act 2006, Digital Signature Act 1997, Consumer Protection Act 1999 (“CPA”), Consumer Protection (Electronic Trade Transactions) Regulations 2024 (“CPR 2024”), Sale of Goods Act 1957, Contracts Act 1950, and Personal Data Protection Act 2010, as amended by the Personal Data Protection (Amendment) Act 2024 (“Malaysia PDPA”). Limitations and Liabilities of Platform Operators and E-commerce Sellers Consumer rights are protected under the CPA, which requires sellers offering goods and services (including by electronic means) to comply with certain standards. The CPA contains implied guarantees such as, among others, guarantees as to reasonable care and skill, fitness for a particular purpose, reasonable time of completion and reasonable price, and prohibits misleading and deceptive conduct, the making of false or misleading representations and the imposition of unfair contract terms. Sellers are prohibited from applying false trade description under the Trade Descriptions Act 2011. E-commerce sellers are required to provide appropriate means to enable the buyer to rectify any errors prior to or after the confirmation of the order and shall acknowledge receipt of the order to the buyer without undue delay under CPR 2024. E-commerce sellers are also obligated, among other things, to bear the cost of re-delivery to buyers for defective or materially different goods received and are to disclose certain information on the website or online marketplace. Online marketplace operators, on the other hand, are required, among other things, to make complaint channels available to buyers and take reasonable steps to maintain transaction records and a record of the names, telephone numbers, address and other details of the person who supplies goods or services in the online marketplace. 80 Table of Contents With respect to user-generated content (“UGC”), the concept of innocent carrier embedded in the Malaysian Communications and Multimedia Content Code (3rd edition, 2022) (the “Content Code”), which provides that any service providers providing access to any content but have neither control over the composition of such content nor any knowledge of such content is deemed an innocent carrier for the purpose of the Content Code. An innocent carrier is generally not responsible for the content provided. UGC platforms must have a clear notice and take-down policy implemented to ensure that potentially infringing UGC can be reported by platform users and that rights holder can request the withdrawal of specific content with ease. Further, UGC platform operators should have a filtering system to remove offensive or defamatory content because there is a presumption that the platform or portal provider must assume responsibility for taking the risk of facilitating a platform. Regulations on Personal Data Protection and Information Security The Malaysia PDPA regulates the processing of personal data in commercial transactions. The Malaysia PDPA applies insofar as personal data of customer is processed (for example, name, identification card number, address, phone number, email address). The definition of “personal data” under the Malaysia PDPA includes any information in respect of commercial transactions, which relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data controller, including any sensitive personal data and expression of opinion about the data subject. Amendments to the Malaysia PDPA were introduced in 2024 and took effect in 2025. These amendments included additional obligations and rights, including changes to cross-border transfer rules, an obligation to appoint a Data Protection Officer, mandatory data breach notification, data portability rights, and additional penalties for violations of the Malaysia PDPA. Regulations on Electronic Money Electronic money (e-money) is a designated payment instrument under the Financial Services Act 2013 (“FSA”). It is defined as a payment instrument, whether tangible or intangible, that stores funds electronically in exchange of funds paid to the issuer and can be used as a means of making payment to any person other than the issuer. The approval of BNM under the FSA is required before a person may carry on an issuance of e-money business. An issuer of e-money must comply with obligations in the FSA and subsidiary legislation issued thereunder on approved persons which include, without limitation, maintaining minimum capital funds at all times, complying with applicable standards issued by BNM and submission of information to BNM. The Electronic Money (e-money) policy document prescribes broad principles (relating to, among others, having adequate governance and operational requirements, proper risk management, transparency of terms, timely refund of stored value, and prevention of the use of e-money for financial crimes) and minimum standards to be observed by an issuer. An e-money scheme operator must place users’ funds in a trust account with a licensed banking institution and apply them in the manner prescribed. We are an approved issuer of e-money in Malaysia. Regulations on Merchant Acquiring Services BNM regulates an operator of a payment system that enters into a contract with a merchant for the purpose of accepting payment instruments for payment of goods and services as conducting merchant acquiring services under the FSA. Each such operator must be registered with BNM as a merchant acquirer and must comply with standards specified by BNM at all times. The Merchant Acquiring Services policy document primarily sets out requirements on governance and oversight, operational risk management and information technology management of registered merchant acquirers, including the roles and responsibilities of directors and senior managers, minimum capital requirements for non-bank acquirers, and minimum checks and procedures to be conducted when on-boarding/ recruiting new merchants. As a financial services provider, a merchant acquirer may not engage in prohibited business conduct set out in Schedule 7 of the FSA, as supplemented by policy documents of BNM. We are a registered merchant acquirer in Malaysia. 81 Table of Contents Regulations on Lending Moneylending is regulated under the Moneylenders Act 1951 in Malaysia (unless any of the limited exceptions apply) principally by the requirement that any person who carries on or advertises or announces itself or holds itself in any way as carrying on the business of moneylending (defined as the lending of money at interest, with or without security to a borrower) must be licensed and the moneylending agreement must be in the prescribed form. The Ministry of Housing and Local Government of Malaysia (“KPKT”) is the regulator administering the provisions of the Moneylenders Act 1951 and have also issued guidelines in connection with the Moneylenders Act 1951 including its Guidelines on Online Moneylending applicable to licensed online moneylenders. Compounding of interest is prohibited and the moneylending agreement must be attested by any of the specified persons who must explain the terms thereof to the borrower. Any moneylending agreement entered into by an unlicensed moneylender is unenforceable. A licensed moneylender must apply for an advertisement permit to advertise its moneylending business, and also observe the operational requirements set out in the Moneylenders Act. We hold the moneylending license in Malaysia. Regulations on Buy Now Pay Later (“BNPL”) Products The Consumer Credit Act 2025 (“Consumer Credit Act”) has come into force on March 1, 2026. The Consumer Credit Act aims to consolidate the credit industry regulatory framework in Malaysia and provides for the establishment of the Consumer Credit Commission which will be empowered to regulate all matters relating to consumer credit and supervise credit businesses and credit service businesses such as BNPL, factoring and leasing, impaired loan buyers and debt collection agencies. Existing regulatory and supervisory authorities of other segments of the credit industry will continue to regulate their respective credit sectors in accordance with existing legislation. The licensing and registration requirements will take effect from June 1, 2026, with a 6-month transition period for business currently conducting BNPL (including us) to apply for licenses under the Consumer Credit Commission. Pending the decision of the license application, existing BNPL businesses may continue to carry on their businesses subject to any conditions as may be specified by the Consumer Credit Commission. Regulations Relating to Game Business Content moderation Multimedia and communications activities are under the purview of the Malaysian Communications and Multimedia Commission, a statutory body established under the Malaysian Communications and Multimedia Commission Act 1998. Section 211 of the Communications and Multimedia Act 1998 (“CMA”) provides that no content applications service provider shall provide content which is indecent, obscene, false, menacing, or grossly offensive in character with intent to annoy, abuse, threaten or harass any person. To the extent an online game falls within the definition of “content” and that the provision thereof through the Internet can be considered as “Internet content applications service,” such provision will apply. Pursuant to the CMA, the Content Code was issued to set out the guidelines and procedures for good practice and standards of content disseminated to audiences. This Content Code is enforced by the Malaysian Communications and Multimedia Content Forum and it sets out the guidelines and procedures for good practice and standards of content disseminated to audiences over the electronic network medium by service providers in the communications and multimedia industry. Compliance with the Content Code is voluntary but can be relied upon as a defense against any prosecution, action or proceeding of any nature whether in court or otherwise. Under the Content Code, the material disseminated must not include anything which offends good taste or decency, is offensive to public feeling, is likely to encourage crime or lead to disorder, or is abusive or threatening in nature. The Online Safety Act 2025, which came into force on January 1, 2026, was introduced to promote online safety in Malaysia by regulating harmful content and providing for duties and obligations of licensed applications service providers, content applications service providers, and network service providers under the CMA. Under the Online Safety Act 2025, licensed applications service providers and licensed content applications service providers are required to, among other things, implement measures to mitigate risk of exposure to harmful content, issue guidelines to user on measures implemented, make available mechanisms for reporting harmful content, make available mechanisms for user assistance, protect online safety of child users, establish mechanisms for making priority harmful content inaccessible, and prepare an online safety plan that explains the safety measures implemented. 82 Table of Contents Regulations on Anti-money Laundering and Prevention of Terrorism Financing Prevention and Eradication of Money Laundering The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”) is the statute that imposes obligations on prevention of money-laundering and terrorism financing. BNM is the competent authority under the AMLA. Issuers of e-money and moneylenders are designated as reporting institutions with specific obligations under the AMLA to, among others, conduct customer due diligence, maintain records thereof, appoint a compliance officer, conduct audit on its compliance with the AMLA and guidelines issued by BNM, submit suspicious transaction reports, and submit cash threshold reports to BNM. Prevention and Eradication of Terrorism Financing and Proliferation Financing The prevention of terrorism financing in the AMLA is through the obligations in Part VIA of the AMLA, which requires reporting institutions to maintain and update a sanctions database based on United Nations Security Council Resolutions list and domestic list by the Minister of Home Affairs, and to screen the names of customers and any beneficial owners, beneficiaries (new, existing and potential) and related parties against the sanctions lists. A person on a sanctions list is referred to as a specified entity or designated person. Periodic reporting of positive name matches must be made to BNM by reporting institutions. Regulations on Labor Employment and industrial relations in Malaysia are mainly governed by the Employment Act 1955 and, with respect to East Malaysia, the substantively similar Sabah Labour Ordinance and Sarawak Labour Ordinance, as amended. The requirements under the Employment Act 1955 apply to all employees that have entered into a contract of service regardless of wages, with certain exceptions for prescribed categories of employees. The Employment Act 1955 provides for the minimum terms and conditions of employment, while the National Wages Consultative Council Act 2011 and Minimum Wages Order 2024 provide for the minimum salary to be paid to prescribed employees. Aside from minimum benefits under the Employment Act 1955, both employees and employers in Malaysia are required to contribute towards: the Employees Provident Fund, the Employment Insurance System as well as the Employees Social Security Fund. The contributions are premised on the statutorily prescribed rates under the Employees Provident Fund Act 1991, Employment Insurance System Act 2017 and Employees’ Social Security Act 1969. Brazil Regulations on E-commerce and Consumer Protection Activities conducted on web platforms in Brazil are governed by Brazilian Federal Law No. 12,965/2014, known as the Brazilian Civil Rights Framework for the Internet (“Marco Civil da Internet”). This law establishes a comprehensive set of rights for internet users and corresponding obligations for internet service providers. It limits the liability of intermediary platforms for user-generated content under specific circumstances, while also imposing penalties (including fines) for non-compliance. In June 2025, the Brazilian Federal Supreme Court (Supremo Tribunal Federal) issued a decision declaring the partial unconstitutionality of Article 19 of Marco Civil da Internet, which had previously conditioned intermediary liability for third-party content on the imposition of prior specific court orders. The decision held that intermediary liability can attach if a platform fails to act upon notice from a rights-holder or breaches other qualified duties of care. These developments may increase regulatory scrutiny and litigation exposure for platforms in Brazil. 83 Table of Contents In conjunction with the Marco Civil da Internet, Brazilian Federal Law No. 8,078/1990 (the Brazilian Consumer Protection Code - “CDC”), as amended, outlines the legal principles and obligations applicable to consumer relations in Brazil. It regulates commercial practices, product and service liability, imposes strict liability on suppliers, provides for the reversal of the burden of proof in favor of consumers as the weaker party, establishes the joint and several liability across the supply chain, prohibits abusive contractual clauses, and governs advertising and the accuracy of information provided to consumers regarding products and services. Additionally, various regulatory bodies play a key role in upholding consumer protection in Brazil. The National Consumer Secretariat and local consumer protection agencies are responsible for monitoring compliance with consumer protection regulations, handling consumer complaints, and promoting a secure online environment. These agencies are vested with the authority to implement policies designed to enhance consumer trust and foster equitable practices among web platform providers. Law No. 10.406/2002 (the “Brazilian Civil Code”), also provides essential legal principles applicable to contracts, including those formed in digital environments, such as a marketplace. It sets out the fundamental elements required for the validity of agreements —namely, consent, legal capacity, and a lawful purpose—extending its applicability to digitally-executed contracts. Collectively, these legislative instruments afford significant protections to consumers while establishing clear operational standards for web platform businesses in Brazil. Furthermore, pursuant to BCB Resolution No. 155/2021 (for payment institutions) and National Monetary Council (“CMN”) Resolution No. 4,949/2021 (for financial institutions), entities licensed by the Central Bank of Brazil (“BCB”) must ensure fair and equitable treatment of clients throughout the provision of financial and payment services. These institutions are required to implement a formal policy governing their relationship with customers and to appoint a statutory officer responsible for overseeing compliance with these obligations. Legislation Applicable to Financial Institutions in Brazil Law No. 4,595/1964 (the “Brazilian Banking Law”) established the National Financial System comprising the CMN, and BCB, as regulatory authorities, and Banco do Brasil S.A., the National Bank for Economic and Social Development, and other public and private financial institutions. Each category of financial institution within the National Financial System is subject to a specific regulatory framework tailored to its nature and activities. These frameworks are established through laws and regulations issued primarily by the CMN and BCB, and cover licensing, prudential requirements, corporate governance, risk management, internal controls, and conduct standards. Regulations on Payment Institutions Pursuant to Law No. 12,865/2013 (the “Payments Law”), payment institutions are legal entities regulated by BCB authorized to issue electronic money by managing prepaid payment accounts and performing payments processing. For prepaid payment accounts, they enable payment transactions funded by previously deposited resources, including the conversion of electronic money to physical or book-entry currency and vice-versa. Under CMN/BCB Joint Resolution No. 14/2025, payment institutions must maintain certain minimum paid up capital and net equity amounts at all times, as well as complying with certain other prudential requirements, which vary based on the category and scope of their operations. To safeguard client funds in the event of bankruptcy, the Payments Law requires payment institutions issuing electronic money to segregate prepaid account funds from their own assets. These funds must be held either in an interest-bearing account with the BCB or federal government bonds registered with SELIC (the Brazilian treasuries system). We hold a payment institution license approved by BCB. Payment institutions in Brazil are subject to a comprehensive set of legal and regulatory requirements established by BCB, which may vary depending on their specific business model, thresholds such as transaction volume, and size. Similar to financial institutions, the regulatory framework covers several areas, including risk management, corporate governance, AML, combating terrorism financing, cybersecurity, confidentiality, ombudsman services, internal auditing, and reporting obligations. 84 Table of Contents Direct Credit Companies Direct Credit Companies (Sociedades de Crédito Direto) (“SCDs”) are a category of financial institution that conduct credit operations exclusively through electronic platforms. SCDs are primarily regulated by CMN Resolution No. 5,050/2022. We hold a SCD license approved by BCB. SCDs may provide credit using their own capital or through specific funding lines granted by National Bank for Economic and Social Development, all via digital platforms. They are authorized to offer personal loans, working capital loans, and financing for the acquisition of goods and services. SCDs, similar to other financial institutions, are required to implement high standards of transparency and compliance with regulations regarding consumer data protection and financial soundness. SCDs must also meet certain minimum capital amounts and net equity requirements at all times in accordance with CMN/BCB Joint Resolution No. 14/2025, as well as complying with certain other prudential requirements, which vary based on the category and scope of their operations. As a financial institution, the SCD is required to implement robust anti-money laundering programs to prevent and detect illicit activities, under Law No. 9,613/1998 and BCB Circular No. 3,978/2020. These obligations include conducting customer due diligence and know-your-customer procedures, monitoring transactions for suspicious activity, reporting suspicious transactions to the competent authorities, and maintaining records of financial operations. SCDs must also establish internal controls, provide ongoing training to employees, and ensure that their AML policies and procedures comply with applicable laws and regulations. Credit, Financing and Investment Companies Credit, Financing, and Investment Companies (Sociedades de Crédito, Financiamento e Investimento) (“SCFI”) are non-banking financial institutions in Brazil that are part of the national financial system and subject to regulation and oversight by the CMN and the BCB. SCFIs are authorized to conduct credit operations, including loans and financing for the acquisition of goods and services and working capital. We hold a SCFI license approved by the BCB. SCFIs are primarily regulated by CMN Resolution No. 5,237/2025 and are subject to the general prudential, governance, and conduct-of-business framework applicable to financial institutions supervised by the BCB. They must always meet certain minimum capital amounts and net equity requirements which are calculated based on a risk-based and activity-based methodology, combining both prudential and operational considerations, in accordance with CMN/BCB Joint Resolution No. 14/2025. As non-banking financial institutions, SCFIs may provide payment accounts, issue credit cards, offer payment initiation services, operate in the foreign exchange market, and distribute insurance products in partnership with licensed insurers. SCFIs may raise funds through the issuance of bank deposit certificates, or CDBs (Certificadode Depósito Bancário) or by accepting deposits without issuance of certificates, known as RDB (Recibo de Depósito Bancário), among other instruments. Both CDB and RDB are fixed income securities subject to the ordinary guarantee from the FGC (Fundo Garantidor de Crédito, the Brazilian credit guarantee fund). The key distinction between them lies in the fact that the RDB is non-transferable and non-tradable. SCFIs are not permitted to offer deposit accounts. As regulated financial institutions, SCFIs are also subject to robust anti-money laundering and counter-terrorism financing obligations under Law No. 9,613/1998 and Central Bank Circular No. 3,978/2020. These obligations include conducting customer due diligence and know-your-customer procedures, monitoring transactions for suspicious activity, reporting suspicious transactions to competent authorities, maintaining records of financial operations, implementing internal controls, and providing ongoing employee training to ensure full compliance with applicable laws and regulations. Regulations Relating to Game Business The Electronic Games Framework, Law no. 14.852/2024, regulates the manufacturing, importation, marketing, development and commercial use of electronic games, aiming to foster innovation and entrepreneurship in the sector while ensuring consumer protection, especially for children and teenagers. 85 Table of Contents For foreign game distributors, the law stipulates that they must comply with the same regulations as domestic companies. Furthermore, the offering of electronic games to natural persons is also subject to consumer protection rules, for the acquisition of full game titles and/or for the acquisition of in-game products and cosmetics. On September 17, 2025, Brazil enacted the Digital Statute of Children and Adolescents (Law No. 15,211/2025), which took effect in March 2026 and applies to information technology products and services directed to, or likely to be accessed by, minors under 18 years old in Brazil. The law introduces enhanced duties related to privacy-by-default settings, risk management and mitigation measures, age verification mechanisms for access to prohibited or age-restricted content, and parental supervision tools. It also prohibits paid randomized “reward boxes” (loot boxes) in games likely to be accessed by minors. Regulations on Personal Data Protection and Information Security The General Data Protection Law (Law No. 13,709/2018) sets forth comprehensive rules for the collection, processing, storage, and transfer of personal data in Brazil. Key provisions include the legal bases under which personal data may be processed, data subjects’ rights and how they should be exercised, specific obligations regarding the handling of security incidents involving personal data, and the rules governing the transfer and sharing of personal data. The law also establishes a range of penalties for non-compliance, which may include official warnings, orders to delete improperly processed personal data, monetary fines, or even the suspension of data processing activities altogether. Consequently, web platforms must adopt robust data security measures to protect users’ sensitive information, ensuring it is processed solely for the purposes clearly outlined in their privacy policies. In August 2024, the Brazilian Data Protection Agency issued Resolution No. 19/2024 on international data transfers, establishing the criteria for recognizing the adequacy of foreign countries or international organizations for data transfers, as well as the contractual mechanisms required to lawfully carry out such international transfers. Brazilian financial and payment institutions are also subject to specific data confidentiality obligations. Supplementary Law No. 105/2001 governs banking secrecy, while CMN Resolution No. 4,282/2013 also imposes banking secrecy requirements to payments institutions, outlining requirements for maintaining the confidentiality of transactions and services, except in cases explicitly authorized by law. In addition, CDC requires transparency in the collection and processing of consumer data, guaranteeing users the right to access, review, request corrections and demand exclusion of their stored information. Philippines Regulations on Foreign Investment The Foreign Investments Act of 1991 (Republic Act No. 7042), as amended, addresses the entry of foreign investment into the Philippines. Under the law, “Philippines nationals” include citizens of the Philippines, partnerships and associations wholly owned by Philippine citizens, and corporations organized under Philippine law of which at least 60% of the capital stock outstanding and entitled to vote is owned and held by Philippine citizens. Foreign investment is defined as investment by non-Philippine nationals. Foreigners can invest as much as 100% equity in domestic market enterprises, except in areas set out in the Foreign Investment Negative List, which prohibits or restricts foreign investment in certain activities and is updated from time to time. Regulations on Digital Transactions The Internet Transactions Act of 2023 (Republic Act No. 11967) regulates business-to-business and business-to-consumer internet transactions for digital platforms that maintain oversight over such transactions. Internet transactions are defined as the sale of digital or non-digital goods and services over the internet, while digital platforms are defined as information and communication technology-enabled mechanisms that connect and integrate merchants and users in online environments where goods and services are requested, developed, and sold, and data is generated and exchanged. The Internet Transactions Act imposes obligations on digital platforms such as seller verification, content monitoring and takedowns, government cooperation, and dispute resolution mechanisms, and it creates a liability framework for digital platforms if they fail to exercise ordinary diligence or fail to promptly remove prohibited content upon notice. The Internet Transactions Act also empowered the Department of Trade and Industry to develop an e-commerce “Trustmark” to provide assurance of safety and security in internet transactions. Shopee holds this Trustmark and allows sellers on the platform to display their Trustmark information to enhance buyer confidence. 86 Table of Contents The Value-Added Tax on Digital Services Act (Republic Act No. 12023) imposes VAT on digital services consumed in the Philippines. Under the law, the term “digital services” include online marketplaces, online platforms, and sale of digital goods. The Bureau of Internal Revenue Regulation No. 003-2025 dated January 16, 2025 further clarified that digital services subject to VAT include e-commerce platforms and payment processing. Resident VAT-registered digital services providers classified as online marketplaces must act as withholding agents for cross-border sellers, and are required to withhold and remit 12% VAT on gross sales of digital services consumed or used in the Philippines. Payment of VAT remains the responsibility of the resident seller. The Consumer Act of the Philippines (Republic Act No. 7394) is principally enforced by the Department of Trade and Industry and regulates, among other things, consumer product quality and safety, fair advertising and business practices, product and service warranties, and consumer credit transactions. It imposes obligations such as requiring permits to conduct sales campaigns and promotions, fair and accurate labeling of products, and disclosure of fees in consumer credit transactions. The Consumer Act also prohibits deceptive, unfair and unconscionable sales acts or practices. The Retail Trade Liberalization Act of 2000 (Republic Act No. 8762, as amended by Republic Act No. 11595) regulates retail activities of foreign retailers engaged in first-party sales, including paid-up capital requirements. Regulations on Banking The New Central Bank Act of 1993 (Republic Act No. 7653), as amended, and the General Banking Law of 2000 (Republic Act No. 8791) empowers the Monetary Board of the Bangko Sentral ng Pilipinas (“BSP”) to regulate and supervise banks, banking institutions and institutions performing quasi-banking functions. The Manual of Regulations for Banks issued by the BSP also sets out rules and policy issuances that implement the provisions of the relevant laws. The laws distinguish between specific categories of regulated institutions, including, but not limited to, universal banks, commercial banks, rural banks and digital banks. Aside from categorization of regulatees, the laws also establish requirements regarding, among other things, licensing, prudential rules, corporate governance, risk management, and operating standards. These requirements vary depending on the specific category of regulated institution and may include, for example, restrictions on how business and operations may be conducted. The Rural Act of 1992 (Republic Act No. 7353, as amended by Republic Act No. 10574) specifically governs rural banks. Rural banks must secure a Certificate of Authority from the BSP and are subject to additional ownership, capitalization and lending requirements. The Manual of Regulations for Banks, as amended, contains banking rules and regulations relating to the organization, management and administration, deposit and borrowing operations, loans, treasury and money market operations, and trust and other fiduciary functions. Regulations on Lending The Financing Company Act of 1998 (Republic Act No. 8556) specifies the requirements, rights, and powers of financing companies in the Philippines. Financing companies are those corporations, except banks, investments houses, savings and loan associations, insurance companies, cooperatives, and other financial institutions organized or operating under other special laws, which are primarily organized for the purpose of extending credit facilities to consumers and to industrial, commercial, or agricultural enterprises, by direct lending or by discounting or factoring commercial papers or accounts receivable, or by buying and selling contracts, leases, chattel mortgages, or other evidences of indebtedness, or by financial leasing of movable as well as immovable property. Financing companies are primarily regulated and supervised by the Philippine Securities and Exchange Commission. 87 Table of Contents Regulations on Operation of Payment Systems The National Payment Systems Act of 2018 (Republic Act No. 11127) establishes the legal framework for the BSP to regulate payment systems (defined as the set of payment instructions, processes, procedures and participants that ensures the circulation of money or movement of funds) and operators (defined as persons who provide clearing or settlement services in a payment system, or define, prescribe, design, control or maintain the operational framework of the payment system). The National Payment Systems Act requires all covered operators of payment systems to register with the BSP and subjects operators of payment systems to corporate governance, operational, risk management, reporting and other requirements. BSP Circular No. 1166, series of 2023, provides the guidelines for electronic money issuers and institutions that engage in e-money business in the Philippines. These include BSP registration, capitalization requirements and other prudential requirements. Banks may also offer e-money services subject to prior approval of BSP under an Electronic Payment and Financial Services license, and subject to compliance with the prudential criteria provided under the Manual of Regulations for Banks. Regulations on Anti-Money Laundering The Anti-Money Laundering Act of 2001 (Republic Act No. 9160), as amended, subjects certain covered institutions, including banks, non-banks, affiliates and other similar entities and persons, to various obligations including customer identification, record-keeping, and reporting of covered and suspicious transactions. A covered transaction is a transaction in cash or other equivalent monetary instrument involving a total amount in excess of PHP500,000 (US$8,503) within one banking day. A suspicious transaction is a transaction with a covered institution, regardless of the amount involved, that meets certain statutory criteria. The Anti-Financial Account Scamming Act (Republic Act No. 12010) authorizes BSP to investigate violations of the law, apply for cybercrime warrants, and collaborate with law enforcement agencies in the investigation of cases covered by the law. It grants the BSP limited authority to examine and investigate bank accounts, e-wallets, and other financial accounts that are involved in the prohibited acts under the law, which includes engaging in money muling activities, social engineering schemes and economic sabotage. It also introduces frameworks for coordinated verification of transactions and for financial institutions to hold funds which are the subject of a disputed transaction, with potential liability for financial institutions which fail to hold funds in compliance with the law. Regulations on Personal Data Protection The Data Privacy Act of 2012 (Republic Act No. 10173) regulates the collection and processing of “personal information,” which is defined as information from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual. The Data Privacy Act sets out obligations regarding the collection, use, storage, disclosure or transfer of personal information, including requiring consent or proper purpose in order to process personal information. The law also provides for rights of data subjects, security standards to protect personal information, and penalties for unauthorized processing of personal information and sensitive personal information, accessing personal information due to negligence, improper disposal of personal information, processing of personal information and sensitive personal information for unauthorized purposes, data breaches, and malicious or unauthorized disclosure of personal information. Regulations on Labor The Labor Code of the Philippines (Presidential Decree No. 442), amended, and renumbered by Republic Act No. 10151 in 2011, governs employment practices, labor relations, and worker welfare in the Philippines. It mandates minimum wage, eight-hour workdays, social security benefits, security of tenure, and safe working conditions, and it guarantees the rights of workers to self-organization, collective bargaining, and peaceful concerted activities. The Department of Labor and Employment is the primary government agency responsible for implementing and enforcing these labor laws. C. Organizational Structure Sea Limited is a holding company that does not have substantive operations. We conduct our business operations through our subsidiaries, branch offices, and consolidated affiliated entities. Our principal subsidiaries consist of the following entities (in chronological order based on their dates of incorporation): 88 Table of Contents ● Garena Online Private Limited, our wholly-owned subsidiary established in Singapore operating our digital entertainment business; ● Shopee Limited, our wholly-owned subsidiary established in the Cayman Islands holding certain of our e-commerce subsidiaries; ● Shopee Singapore Private Limited, our wholly-owned subsidiary established in Singapore operating our e-commerce business in Singapore; ● PT Shopee International Indonesia, our wholly-owned subsidiary established in Indonesia operating our e-commerce business in Indonesia; ● SHPS Technology and Services Ltda., our wholly-owned subsidiary established in Brazil operating our e-commerce business in Brazil; ● Sea Services Limited, our wholly-owned subsidiary established in the Cayman Islands which is an investment holding company for certain of our subsidiaries used mainly for holding treasury investments; and ● Sea Services Holdings Limited, our wholly-owned subsidiary established in the Cayman Islands which is an investment holding company primarily holding treasury investments. Contractual Arrangements among Our VIEs, Their Shareholders and Us The laws and regulations in some of our markets place restrictions on foreign investment in and ownership of entities engaged in a number of business activities. To comply with the relevant laws and regulations, we and certain of our wholly-owned subsidiaries in the Cayman Islands and Singapore have entered into a series of contractual arrangements with certain VIEs and their shareholders who are local citizens. For the year ended December 31, 2025, revenue from all our VIEs (which excludes entities for which we have majority direct equity ownership) accounted for less than 3% of our total revenue. None of our VIEs is individually a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X. The contractual arrangements allow us to: • exercise effective control over our VIEs, including the ability to direct the VIE shareholders to vote at our direction and have the ability to replace each of them as a VIE shareholder; • receive substantially all of the economic benefits and absorb losses of our VIEs; and • have an exclusive call option to purchase all or part of the equity interests in and/or assets of our VIEs when and to the extent permitted by the relevant laws. As a result of these contractual arrangements, we are the primary beneficiary of these VIEs and have consolidated their financial results in our consolidated financial statements in accordance with U.S. GAAP. However, these contractual arrangements may not be as effective in providing operational control as direct ownership and the use of the contractual arrangements in some jurisdictions where we operate exposes us to certain risks. See “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Other Operational Risks—We rely on structural arrangements to establish control over certain entities and government authorities may determine that these arrangements do not comply with existing laws and regulations. We are also subject to other risks relating to such structural arrangements.” The following is a summary of the currently effective contractual arrangements by and among us, our VIEs and their respective shareholders. 89 Table of Contents Contracts that Give Us Effective Control of the VIEs Loan Agreements In order to ensure that the shareholders of our VIEs are able to provide capital to each of these entities in order to develop its business, we have entered into loan agreements with each shareholder. Pursuant to the loan agreements, we have granted loans to the shareholders that may only be used for the purpose of acquiring equity interests in or contributing to the registered capital of these entities. The time and manner for repayment of the loans are at the sole discretion of our lending entity. The loans may be repaid only by the shareholders transferring all of their equity interests in the VIE to us or our designee upon our exercise of the options under the exclusive option agreements. The loan agreements also prohibit the shareholders from assigning or transferring to any third party, or from creating or causing any security interest to be created on, any part of their equity interests in these entities. In the event that the shareholders sell their equity interests to us or our designee at a price which is equal to or lower than the principal amount of the loan, the loan will be interest-free. If the price is higher than the principal amount of the loans, the excess amount will be deemed to be interest on the loans payable by the shareholders to us. Exclusive Option Agreements In order to ensure that we are able to acquire all of the equity interests in our VIEs at our discretion, we have entered into exclusive option agreements with the respective shareholders of these VIEs. Each option is exercisable by us at any time, provided that doing so is not prohibited by law. The exercise price under each option is the minimum amount required by law and any proceeds obtained by the respective shareholders through the transfer of their equity interests in these entities shall be used for the repayment of the loan provided by us in accordance with the loan agreements. During the terms of the exclusive option agreements, the shareholders will not grant a similar right or transfer any of the equity interests in these entities to any party other than us or our designee, nor will such shareholder pledge, create or permit any security interest or similar encumbrance to be created on any of the equity interests. According to the exclusive option agreements, the VIEs cannot declare any profit distributions or grant loans in any form without our prior consent. The shareholders must remit to us or our designee in full any funds such shareholders receive from the VIEs in the event any distributions are made by the VIEs. The exclusive option agreements will remain in effect until the respective shareholder has transferred all of such shareholder’s equity interests in the VIE entity to us or our designee. Powers of Attorney In order to ensure that we are able to make all of the decisions concerning our VIEs, we have entered into powers of attorney with the shareholders of these VIEs. Pursuant to the powers of attorney, each shareholder of our VIEs has irrevocably appointed us as such shareholder’s attorney-in-fact to act for all matters pertaining to such shareholder’s shareholding in the VIE entities and to exercise all of their rights as shareholders, including but not limited to attending shareholders’ meetings and designating and appointing directors, supervisors, the chief executive officer and other senior management members of these entities, and selling, transferring, pledging or disposing the shares of these entities. We may authorize or assign our rights under this appointment to any other person or entity at our sole discretion without prior notice to or prior consent from the shareholders of these entities. Each power of attorney will remain in effect until these shareholders cease to hold any equity interest in the relevant VIE. Equity Interest Pledge Agreements In order to secure the performance of our VIEs and their shareholders under the contractual arrangements, each of the shareholders of our VIEs has pledged all of their shares to us. These pledges secure the contractual obligations and indebtedness of such VIE shareholders, including all penalties, damages and expenses incurred by us in connection with the contractual arrangements, and all other payments due and payable to us by the relevant VIE under the exclusive business cooperation agreements, and by the VIE shareholders under the loan agreements, exclusive option agreements, and powers of attorney. Should the VIE or the VIE shareholder breach or default under any of the contractual arrangements, we have the right to require the transfer of such VIE shareholders’ pledged equity interests in the relevant VIE to us or our designee, to the extent permitted by laws, or require a sale of the pledged equity interest and have priority in any proceeds from the auction or sale of such pledged interests. Moreover, we have the right to collect any and all dividends in respect of the pledged equity interests during the term of the pledge. Unless the relevant VIEs have fully performed all of their obligations in accordance with the exclusive business cooperation agreements and the pledged equity interests have been fully transferred to us or our designee in accordance with the exclusive option agreements and the loan agreements, the equity interest pledge agreements will continue to remain in effect. 90 Table of Contents Spousal Consent Letters Under the spousal consent letters, each spouse of the married shareholders of our VIEs unconditionally and irrevocably agreed that the equity interest in the relevant entity held by and registered in the name of their spouse will be disposed of pursuant to the contractual arrangements. Each spouse agreed not to assert any rights over the equity interest in these entities held by their spouse. In addition, in the event that the spouses obtain any equity interest in these entities held by their spouse for any reason, they agree to be bound by the contractual arrangements. All of the contractual arrangements as described above will be terminated once the respective shareholder has transferred all of such shareholder’s equity interests in the VIE entity to us or our designee. Contracts that Enable Us to Receive Economic Benefits or Absorb Losses from the VIEs Exclusive Business Cooperation Agreements In order to ensure that we receive the economic benefits of our VIEs, we have entered into exclusive business cooperation agreements with these entities under which we have the exclusive right to provide or to designate any third party to provide, among other things, technical support, consulting services, intellectual property licenses and other services to these entities, and these entities agree to accept all the services provided by us or our designee. Without our prior written consent, our VIEs are prohibited from directly or indirectly engaging any third party to provide the same or any similar services under these agreements or establishing similar cooperative relationships with any third party regarding the matters contemplated by these agreements. In addition, we have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of these agreements. Our VIEs agree to pay a monthly fee to us at an amount determined at our sole discretion after taking into account factors including the complexity and difficulty of the services provided, the level of and time consumed by our employees or our designee for providing the services, the content and value of services and licenses provided and the market price of the same type of services or licenses. These agreements will remain effective unless terminated in accordance with their provisions or terminated in writing by us. Unless otherwise required by applicable laws, these entities do not have any right to terminate these agreements in any event. We have the right to terminate the exclusive business cooperation agreements and/or require these entities to indemnify all damages in the event of any material breach of any term of these agreements by them. These entities agree to indemnify and hold us harmless from any losses, injuries, obligations or expenses caused by any lawsuits, claims or other demands against us arising from or caused by the services that we provide to these entities pursuant to the exclusive business cooperation agreements, except where such losses, injuries, obligations or expenses arise from our own gross negligence or willful misconduct. Financial Support Confirmation Letters In order to ensure that our VIEs have sufficient cash flow to fund their daily operations and/or to set off any losses incurred in such operations, we have entered into financial support confirmation letters with each of these entities. Under the financial support confirmation letters, we pledge to provide continuous financial support to these entities by ourselves or through our designees and agreed to forego our right to seek repayment in the event these entities are unable to repay such financial support or we become liable for the liabilities of these entities. These entities agree to accept such financial support and pledge to only use such support to develop their respective businesses. To the extent permitted by law, the financial support we provide to these entities may take the form of loans, borrowings or guarantees. Based on opinions from our external legal counsels, we believe the ownership structure of our VIEs are generally in compliance with the local laws or regulations that are currently in effect, and each of the agreements among us, our VIEs and/or the local shareholders is valid, binding and enforceable, and do not and will not result in any violation of such laws or regulations that are currently in effect. 91 Table of Contents However, uncertainties in the relevant legal system could cause the relevant regulatory authorities to find the current contractual arrangements and businesses to be in violation of any existing or future relevant laws or regulations. In addition, if the VIEs or the shareholders of the VIEs fail to perform their obligations under the contractual arrangements, we may have to incur substantial costs and expend resources to enforce our rights as the primary beneficiary under the contracts. See “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Other Operational Risks—We rely on structural arrangements to establish control over certain entities and government authorities may determine that these arrangements do not comply with existing laws and regulations. We are also subject to other risks relating to such structural arrangements.” Thailand Shareholding Structure Our operating entities in Thailand are established using a tiered structure that maximizes our equity interests in the entity while also complying with the Thai law requirement that each Thai company has the minimum number of required shareholders and, without approval from Thai authorities, direct foreign ownership of share capital of each entity operating the restricted business under the Thai Foreign Business Act is limited to less than 50%. As Thai laws only consider the immediate level of shareholding, no cumulative or look-through calculation is applied to determine the foreign ownership status of a company when it has several levels of foreign shareholding. Under this shareholding structure, our Thai operating entities are each owned by (i) a Thai entity, or Thai Holdco 1, holding slightly more than half of the shares and (ii) one of our Cayman Islands or Singapore subsidiaries holding slightly less than half of the shares. Thai Holdco 1 is then owned by (i) another Thai entity, or Thai Holdco 2, and (ii) our Cayman Islands or Singapore subsidiary in the same shareholding proportions that our Thai operating entities are held. Thai Holdco 2 is in turn held by (i) one of our employees, who is a Thai citizen, holding preference shares equivalent to slightly more than half of the total number of shares, and (ii) our Cayman Islands or Singapore subsidiary holding ordinary shares equivalent to slightly less than half of the total number of shares. The preference shares have limited voting rights and the right to receive a fixed, non-cumulative dividend of an immaterial amount in the event a dividend is declared. This structure allows us to effectively control nearly 100% of our Thai operating entities. In the opinion of Kudun and Partners Company Limited, our counsel as to Thai law, the shareholding structure of our Thai operating entities is in compliance with applicable Thai law. See “Item 3. Key Information—D. Risk Factors—Business and Operational Related Risks—Other Operational Risks—We rely on structural arrangements to establish control over certain entities and government authorities may determine that these arrangements do not comply with existing laws and regulations. We are also subject to other risks relating to such structural arrangements.” D. Property, Plants and Equipment Our headquarters and our principal technical development facilities are located in Singapore, where we have leased approximately 68,200 square meters of office space, as of December 31, 2025. We also have local offices in other parts of Asia and Latin America. The servers we currently use are hosted in leased data centers in different areas across our markets, as well as on cloud services. The data centers in our network are owned and maintained for us by major domestic and international data center providers. We generally enter into leasing and hosting service agreements with renewal terms. In connection with Shopee’s logistics and fulfillment functions, we also lease sorting centers and warehouses in the markets in which Shopee operates. We believe that our existing facilities are sufficient for our current needs, and we may need to obtain, usually by lease, adequate facilities to accommodate any future expansion plans.