Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
- REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020.
OR
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
- SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number: 001-38482
HUYA Inc.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Building A3, E-Park
280 Hanxi Road
Panyu District, Guangzhou 511446
People's Republic of China
(Address of principal executive offices)
Catherine Xiaozheng Liu, Chief Financial Officer
E-mail: liuxiaozheng@huya.com
Building A3, E-Park
280 Hanxi Road
Panyu District, Guangzhou 511446
People's Republic of China
Telephone: +86 20 2290-7888
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
American Depositary Shares, each | HUYA | New York Stock Exchange |
representing one Class A ordinary share, | ||
par value US$0.0001 per share | ||
Class A ordinary shares, | New York Stock Exchange | |
par value US$0.0001 per share* |
- * Not for trading, but only in connection with the listing on the New York Stock Exchange of our American depositary shares, each representing one Class A ordinary share.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2020, there were 235,848,162 ordinary shares outstanding, being the sum of 83,490,841 Class A ordinary shares (excluding 1,678,949 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan) and 152,357,321 Class B ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "accelerated filer and large accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ | International Financial Reporting Standards as | Other ☐ |
issued by the International Accounting | ||
Standards Board ☐ |
If "other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Table of Contents | ||
Table of Contents | ||
INTRODUCTION | 1 | |
FORWARD-LOOKING INFORMATION | 2 | |
PART I. | 3 | |
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 3 |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 3 |
ITEM 3. | KEY INFORMATION | 4 |
ITEM 4. | INFORMATION ON THE COMPANY | 54 |
ITEM 4.A. | UNRESOLVED STAFF COMMENTS | 84 |
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 84 |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 105 |
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 115 |
ITEM 8. | FINANCIAL INFORMATION | 118 |
ITEM 9. | THE OFFER AND LISTING | 119 |
ITEM 10. | ADDITIONAL INFORMATION | 119 |
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 136 |
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 137 |
PART II. | 139 | |
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 139 |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 139 |
ITEM 15. | CONTROLS AND PROCEDURES | 140 |
ITEM 16.A. | AUDIT COMMITTEE FINANCIAL EXPERT | 141 |
ITEM 16.B. | CODE OF ETHICS | 141 |
ITEM 16.C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 141 |
ITEM 16.D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 141 |
ITEM 16.E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 141 |
ITEM 16.F. | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT | 142 |
ITEM 16.G. | CORPORATE GOVERNANCE | 142 |
ITEM 16.H. | MINE SAFETY DISCLOSURE | 142 |
PART III. | 142 | |
ITEM 17. | FINANCIAL STATEMENTS | 142 |
ITEM 18. | FINANCIAL STATEMENTS | 142 |
ITEM 19. | EXHIBITS | 142 |
SIGNATURES | 146 | |
i |
Table of Contents
INTRODUCTION
Unless otherwise indicated and except where the context otherwise requires, references in this annual report to:
- "ADSs" refers to our American depositary shares, each of which represents one Class A ordinary share;
- "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau and Taiwan;
- "Class A ordinary shares" refers to our Class A ordinary shares of par value US$0.0001 per share;
- "Class B ordinary shares" refers to our Class B ordinary shares of par value US$0.0001 per share;
- "DouYu" refers to DouYu International Holdings Limited (Nasdaq: DOYU);
- "JOYY" refers to JOYY Inc. (Nasdaq: YY), formerly known as YY Inc.;
- "MAUs", or "monthly active users" for any period refers to the sum of users who accessed our platform through our mobile apps, our websites, our PC clients, or YY Client, a PC client offered by JOYY (before early January 2021 when we ceased offering content through YY Client), at least once during such relevant period. The calculations of our MAUs may not reflect the actual number of people who accessed our platform, such as it is possible that some people may use more than one device, or some people may share one device, or some people may access our platform through multiple channels. Average MAUs for any period is calculated by dividing (i) the sum of MAUs for each month during such relevant period, by (ii) the number of months during such relevant period;
- "Merger" refers to the proposed merger with DouYu pursuant to the Merger Agreement;
- "Merger Agreement" refers to the agreement and plan of merger, dated October 12, 2020, entered into among us, DouYu, Tiger Company Ltd. and, solely for the limited purposes set forth therein, Nectarine Investment Limited;
- "mobile MAUs" for any period refers to the sum of users who accessed our platform through our mobile apps at least once during such relevant period. The calculations of our mobile MAUs may not reflect the actual number of people who accessed our platform, such as it is possible that some people may use more than one device, or some people may share one device, or some people may access our platform through multiple channels. Average mobile MAUs for any period is calculated by dividing (i) the sum of our mobile MAUs for each month during such relevant period, by (ii) the number of months during such relevant period;
- "paying users" for any period refers to the sum of user accounts that purchased various products and services on our platform at least once during such relevant period. A paying user is not necessarily a unique user, however, as a unique user may set up multiple paying user accounts on our platform;
- "RMB" and "Renminbi" refer to the legal currency of China;
- "shares" or "ordinary shares" refers to our Class A and Class B ordinary shares, par value $0.0001 per share;
- "Tencent" refers to Tencent Holdings Limited and its subsidiaries;
1
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HUYA Inc. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 21:40:06 UTC.