UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2024
Commission file number: 001-38967
DouYu International Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
20/F,
Building A, New Development International Center,
No. 473 Guanshan Avenue,
Hongshan District, Wuhan, Hubei Province
The People's Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F. Form 20-F x Form
40-F ¨
EXHIBIT INDEX
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
DOUYU INTERNATIONAL HOLDINGS LIMITED |
| |
|
|
| Date: |
June 5, 2024 |
|
By: |
/s/ Mingming Su |
| |
|
|
|
Name: |
Mingming Su |
| |
|
|
|
Title: |
Chief Strategy Officer, Director |
Exhibit 99.1
DouYu International Holdings
Limited Reports First Quarter 2024 Unaudited Financial Results
WUHAN, China,
June 5, 2024 /PRNewswire/ -- DouYu International Holdings Limited ("DouYu" or the "Company") (Nasdaq: DOYU),
a leading game-centric live streaming platform in China and a pioneer in the eSports value chain, today announced its unaudited financial
results for the first quarter ended March 31, 2024.
First
Quarter 2024 Financial and Operational Highlights
| · | Total net revenues in the first quarter of 2024 were RMB1,039.7million (US$144.0 million), compared with
RMB1,483.1 million in the same period of 2023. |
| · | Gross profit in the first quarter of 2024 was RMB109.0 million (US$15.1million), compared with RMB176.5
million in the same period of 2023. |
| · | Net loss in the first quarter of 2024 was RMB88.0 million (US$12.2 million), compared with net income
of RMB14.5 million in the same period of 2023. |
| · | Adjusted net loss1 in the first quarter of 2024 was RMB 85.7
million (US$11.9 million), compared with adjusted net income of RMB25.8 million in the same period of 2023. |
| · | Average mobile MAUs2 in the first quarter of 2024 were 45.3
million, compared with 50.2 million in the same period of 2023. |
| · | The number of quarterly average paying users3 in the first
quarter of 2024 was 3.4 million, compared with 4.5 million in the same period of 2023. |
The interim management committee of DouYu commented,
“In the first quarter of 2024, we continued to work on the diversification of our commercialization capabilities and streamlined
operations by optimizing our organizational structure and fine-tuning operating strategies. Our priority is elevating user experience
and meeting our core users’ needs with a steady stream of premium content. We are doing this by harnessing the power of our streamer
resources and content ecosystem and actively exploring cooperation opportunities with more game developers to enrich our gaming service
lineup. However, we continue to face macroeconomic headwinds and challenging industry dynamics, and remain dedicated to protecting our
shareholders’ long-term interests by executing our long-term strategy for developing a vibrant, diverse, game-centric content ecosystem.
We consistently maximize the competitive edges of our extensive gaming ecosystem, agile operational mechanisms and close cooperation with
game developers to propel our platform’s long-term, sustainable growth.”
Mr. Hao Cao, Vice President of DouYu, commented,
“We reinforced our streamlined operations, ensuring the financial health of our business. While we shore up our fundamentals, we
continue to face revenue pressures from soft macroeconomic conditions and ongoing adjustments to the livestreaming business, as well as
operating uncertainties. In the first quarter of 2024, we made encouraging developments across our commercial diversification initiatives
that improved our revenue mix. Revenue from advertising and others amounted to RMB 238.8 million, contributing 23.0% of our total revenue,
a significant increase from 7.7% in the same period of 2023. Moving forward, we will increase our efforts to diversify our revenue streams
and strengthen our solid foundation to drive the Company's healthy growth and deliver enduring value to our shareholders.”
1 “Adjusted
net loss” is defined as net loss excluding share of income (loss) in equity method investments, gain on disposal of investment,
impairment loss of investments and impairment loss of goodwill and intangible assets. For more information, please refer to “Use
of Non-GAAP Financial Measures” and “Reconciliations of GAAP and Non-GAAP Results” at the end of this press release.
2
Refers to the number of mobile devices that launched our mobile apps in a given period. Average mobile MAUs for a given
period is calculated by dividing (i) the sum of active mobile users for each month of such period, by (ii) the number of months in such
period.
3
“Quarterly average paying users” refers to the average paying users for each quarter during a given period of
time calculated by dividing (i) the sum of paying users for each quarter of such period, by (ii) the number of quarters in such period.
“Paying user” refers to a registered user that has purchased virtual gifts on our platform at least once during the relevant
period.
In connection with investigations by relevant
government authorities against certain third-party streamers for their historical illegal activities, the Company voluntarily returned
RMB111.7 million of gain that was related to these streamers’ historical illegal activities to the relevant government authorities
(the “Voluntary Return”) this week. Pursuant to PRC law, the Company is not entitled to retain gains related to
streamers’ illegal activities. As a result, the Company elected to make the Voluntary Return, which has been recorded as an operating
expense. The Voluntary Return has no material impact on our business operations and we continue to maintain normal business operations.
The Company is not the target of any legal proceedings or investigations in connection with the historical illegal activities of these
third-party streamers. There remain uncertainties regarding future developments or regulatory investigations into streamers’ historical
illegal activities. The Company will continue to fully cooperate with authorities and remains committed to upholding regulatory compliance
on its platform.
First Quarter
2024 Financial Results
Total
net revenues in the first quarter of 2024 decreased by 29.9% to RMB1,039.7million (US$144.0 million), compared with RMB1,483.1
million in the same period of 2023.
Livestreaming
revenues in the first quarter of 2024 decreased by 41.5% to RMB800.9 million (US$110.9 million) from RMB1,369.0 million in
the same period of 2023. The decrease was primarily due to the soft macroeconomic condition and our planned reduction in revenue-generating
promotions during the first quarter in light of the seasonality, leading to a year-over-year decrease in total paying users.
Advertising
and other revenues in the first quarter of 2024 increased by 109.3% to RMB238.8 million (US$33.1 million) from RMB114.1 million
in the same period of 2023. The increase was primarily driven by an increase in other revenues generated through our other innovative
business, such as voice-based social networking service.
Cost
of revenues in the first quarter of 2024 decreased by 28.8% to RMB930.7 million (US$128.9 million) from RMB1,306.6 million
in the same period of 2023.
Revenue-sharing
fees and content costs in the first quarter of 2024 decreased by 37.7% to RMB675.1 million (US$93.5 million) from RMB1,084.4
million in the same period of 2023. The decrease was primarily due to a decrease in revenue-sharing fees aligned with decreased livestreaming
revenues, as well as a decline in content costs resulting from improved cost management in streamer payments and self-produced content.
Bandwidth
costs in the first quarter of 2024 decreased by 33.7% to RMB82.5 million (US$11.4 million) from RMB124.5 million in the same
period of 2023.The decline was primarily due to a year-over-year decrease in peak bandwidth usage.
Gross
profit in the first quarter of 2024 was RMB109.0 million (US$15.1 million), compared with RMB176.5 million in the same period
of 2023. The decline in gross profit was primarily attributable to a decrease in livestreaming revenues and an increase in other costs
related to the development of innovative business. Gross margin in the first quarter of 2024 was 10.5%, compared with 11.9% in the same
period of 2023.
Sales
and marketing expenses in the first quarter of 2024 decreased by 16.6% to RMB75.6 million (US$10.5 million) from RMB90.7 million
in the same period of 2023. The decrease was mainly attributable to a decrease in staff-related expenses.
Research
and development expenses in the first quarter of 2024 decreased by 25.0% to RMB54.2 million (US$7.5 million) from RMB72.3 million
in the same period of 2023. The decrease was primarily due to a decrease in staff-related expenses.
General
and administrative expenses in the first quarter of 2024 decreased by 28.4% to RMB42.8 million (US$5.9 million) from RMB59.8
million in the same period of 2023. The decrease was primarily due to a decrease in staff-related expenses.
Other
operating expenses, net in the first quarter of 2024 were RMB103.4 million (US$14.3 million) and included a RMB111.7
million of the Voluntary Return, compared with other operating income of RMB19.0 million in the same period of 2023.
Loss
from operations in the first quarter of 2024 was RMB166.9 million (US$23.1 million), compared with RMB27.3 million in the same
period of 2023.
Net
loss in the first quarter of 2024 was RMB88.0 million (US$12.2 million), compared with net income of RMB14.5 million
in the same period of 2023.
Adjusted
net loss, which excludes the share of income (loss) in equity method investments, gain on disposal of investment and impairment
loss of investments, was RMB85.7 million (US$11.9 million) in the first quarter of 2024, compared with adjusted net income of RMB25.8
million in the same period of 2023.
Basic
and diluted net loss per ADS4 in the first quarter of 2024 were both
RMB2.77 (US$0.38). Adjusted basic and diluted net loss per ADS in the first quarter of 2024 were both RMB2.69 (US$0.37).
Cash and cash
equivalents, restricted cash and bank deposits
As
of March 31, 2024, the Company had cash and cash equivalents, restricted cash, restricted cash in other non-current assets, and short-term
and long-term bank deposits of RMB6,762.2 million (US$936.6 million), compared with RMB6,855.5 million as of December 31,
2023.
Updates of
Share Repurchase Program
On December 28, 2023, the Company announced
that its board of directors had authorized a share repurchase program under which the Company may repurchase up to US$20 million of its
ordinary shares in the form of ADSs during a period of up to 12 months commencing on January 1, 2024. As of March 31, 2024,
the Company had repurchased an aggregate of US$2.7 million of its ADSs in the open market under this program, and we expect to expedite
the repurchase activity in the second quarter of 2024.
Renewal of
Framework Agreement with Tencent
On June 4,
2024, the Company and Tencent further renewed our strategic cooperation agreement (the “SCFM”), which initially became effective
on January 31, 2018 and was subsequently replaced by the Amended and Restated SCFM dated April 1, 2019. The renewed SCFM had
substantially the same terms as the Amended and Restated SCFM and extended the term for another three years.
4
Every one ADS represents one ordinary share for the relevant period and calendar year.
Conference
Call Information
The Company will
hold a conference call on June 5, 2024, at 7:00 a.m. Eastern Time (or 7:00 p.m. Beijing Time on the same day) to discuss
the financial results. Listeners may access the call by dialing the following numbers:
| International: |
+1-412-317-6061 |
| United States Toll Free: |
+1-888-317-6003 |
| Mainland China Toll Free: |
4001-206115 |
| Hong Kong Toll Free: |
800-963976 |
| Singapore Toll Free: |
800-120-5863 |
| Conference ID: |
3768185 |
The replay will
be accessible through June 12, 2024, by dialing the following numbers:
| International: |
+1-412-317-0088 |
| United States Toll Free: |
+1-877-344-7529 |
| Conference ID: |
5832581 |
A live and archived
webcast of the conference call will also be available at the Company's investor relations website at http://ir.douyu.com.
About DouYu
International Holdings Limited
Headquartered in Wuhan,
China, DouYu International Holdings Limited (Nasdaq: DOYU) is a leading game-centric live streaming platform in China and a pioneer in
the eSports value chain. DouYu operates its platform on both PC and mobile apps to bring users access to immersive and interactive games
and entertainment livestreaming, a wide array of video and graphic contents, as well as opportunities to participate in community events
and discussions. By nurturing a sustainable technology-based talent development system and relentlessly producing high-quality content,
DouYu consistently delivers premium content through the integration of livestreaming, video, graphics, and virtual communities with a
primary focus on games, especially on eSports. This enables DouYu to continuously enhance its user experience and pursue long-term healthy
development. For more information, please see http://ir.douyu.com.
Use of Non-GAAP Financial Measures
Adjusted operating
income (loss) is calculated as operating income (loss) adjusted for impairment loss of goodwill and intangible assets. Adjusted net income
(loss) is calculated as net income (loss) adjusted for share of income (loss) in equity method investments, gain on disposal of investment,
impairment loss of investments, and impairment loss of goodwill and intangible assets. Adjusted net income (loss) attributable to DouYu
is calculated as net income (loss) attributable to DouYu adjusted for share of income (loss) in equity method investments, gain on disposal
of investment, impairment loss of investments, and impairment loss of goodwill and intangible assets. Adjusted basic and diluted net income
per ordinary share is non-GAAP net income attributable to ordinary shareholders divided by weighted average number of ordinary shares
used in the calculation of non-GAAP basic and diluted net income per ordinary share. The Company adjusted the impact of (i) share
of income (loss) in equity method investments, (ii) gain on disposal of investment, (iii) impairment loss of investments, (iv) impairment
loss of goodwill and intangible assets to understand and evaluate the Company's core operating performance. The non-GAAP financial measures
are presented to enhance investors' overall understanding of the Company's financial performance and should not be considered a substitute
for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review
the reconciliation of the historical non-GAAP financial measures to its most directly comparable GAAP financial measures. As non-GAAP
financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies, they
may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not
consider non-GAAP financial measures as a substitute for, or superior to, such metrics in accordance with U.S. GAAP.
For more information
on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” near the end of
this release.
Exchange Rate Information
This announcement
contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise
noted, all translations from RMB to U.S. dollars are made at a rate of RMB7.2203 to US$1.00, the noon buying rate in effect on March 29,
2024, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB amounts could have
been, or could be, converted, realized or settled in U.S. dollars, at that rate on March 29, 2024, or at any other rate.
Safe Harbor Statement
This press release
contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations,
are forward-looking statements. Forward- looking statements involve inherent risks and uncertainties, and a number of factors could cause
actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following:
the Company’s results of operations and financial condition; the Company’s business strategies; general market conditions,
in particular, the game live streaming market; the ability of the Company to retain and grow active and paying users; changes in general
economic and business conditions in China; the impact of the COVID-19 to the Company’s business operations and the economy in China
and globally; any adverse changes in laws, regulations, rules, policies or guidelines applicable to the Company; and assumptions underlying
or related to any of the foregoing. In some cases, forward-looking statements can be identified by words or phrases such as “may,”
“will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar
expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the
Securities Exchange Commission. All information provided in this press release is as of the date of this press release, and the Company
does not undertake any duty to update such information, except as required under applicable law.
Investor Relations
Contact
In China:
|
Lingling Kong
DouYu International
Holdings Limited
Email: ir@douyu.tv
Tel: +86
(10) 6508-0677 |
Andrea Guo
Piacente Financial
Communications
Email: douyu@tpg-ir.com
Tel: +86
(10) 6508-0677 |
In the United States:
|
Brandi Piacente
Piacente Financial
Communications
Email: douyu@tpg-ir.com
Tel: +1-212-481-2050 |
|
Media Relations Contact
In China:
|
Lingling Kong
DouYu International
Holdings Limited
Email: pr_douyu@douyu.tv
Tel: +86
(10) 6508-0677 |
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share, ADS,
per share and per ADS data)
| | |
As of December 31 | | |
As of March 31 | |
| | |
2023 | | |
2024 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ (1) | |
| ASSETS | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 4,440,131 | | |
| 3,683,872 | | |
| 510,211 | |
| Short-term bank deposits | |
| 1,716,540 | | |
| 2,391,070 | | |
| 331,159 | |
| Accounts receivable, net | |
| 73,453 | | |
| 54,247 | | |
| 7,514 | |
| Prepayments | |
| 38,181 | | |
| 31,698 | | |
| 4,390 | |
| Amounts due from related parties | |
| 68,994 | | |
| 88,312 | | |
| 12,231 | |
| Other current assets | |
| 348,129 | | |
| 538,805 | | |
| 74,624 | |
| Total current assets | |
| 6,685,428 | | |
| 6,788,004 | | |
| 940,129 | |
| | |
| | | |
| | | |
| | |
| Property and equipment, net | |
| 13,808 | | |
| 9,218 | | |
| 1,277 | |
| Intangible assets, net | |
| 120,694 | | |
| 131,164 | | |
| 18,166 | |
| Long-term bank deposits | |
| 630,000 | | |
| 610,000 | | |
| 84,484 | |
| Investments | |
| 436,197 | | |
| 434,254 | | |
| 60,143 | |
| Right-of-use assets, net | |
| 22,792 | | |
| 9,686 | | |
| 1,341 | |
| Other non-current assets | |
| 163,184 | | |
| 158,324 | | |
| 21,928 | |
| Total non-current assets | |
| 1,386,675 | | |
| 1,352,646 | | |
| 187,339 | |
| TOTAL ASSETS | |
| 8,072,103 | | |
| 8,140,650 | | |
| 1,127,468 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | |
| Accounts payable | |
| 534,428 | | |
| 522,091 | | |
| 72,309 | |
| Advances from customers | |
| 12,911 | | |
| 8,962 | | |
| 1,241 | |
| Deferred revenue | |
| 315,969 | | |
| 292,346 | | |
| 40,489 | |
| Accrued expenses and other current liabilities | |
| 246,601 | | |
| 281,834 | | |
| 39,034 | |
| Amounts due to related parties | |
| 251,392 | | |
| 434,698 | | |
| 60,205 | |
| Lease liabilities due within one year | |
| 14,768 | | |
| 7,411 | | |
| 1,026 | |
| Total current liabilities | |
| 1,376,069 | | |
| 1,547,342 | | |
| 214,304 | |
| | |
| | | |
| | | |
| | |
| Deferred revenue | |
| 6,701 | | |
| - | | |
| - | |
| Lease liabilities | |
| - | | |
| 1,176 | | |
| 163 | |
| Total non-current liabilities | |
| 6,701 | | |
| 1,176 | | |
| 163 | |
| TOTAL LIABILITIES | |
| 1,382,770 | | |
| 1,548,518 | | |
| 214,467 | |
(1) Translations
of certain RMB amounts into U.S. dollars at a specified rate are solely for the convenience of the reader. Unless otherwise noted, all
translations from RMB to U.S. dollars are made at a rate of RMB7.2203 to US$1.00, the noon buying rate in effect on March 29, 2024,
in the H.10 statistical release of the Federal Reserve Board.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
(All amounts in thousands, except share, ADS,
per share and per ADS data)
| | |
As of December 31 | | |
As of March 31 | |
| | |
2023 | | |
2024 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ (1) | |
| SHAREHOLDERS' EQUITY | |
| | | |
| | | |
| | |
| Ordinary shares | |
| 23 | | |
| 23 | | |
| 3 | |
| Treasury shares | |
| (911,217 | ) | |
| (930,830 | ) | |
| (128,918 | ) |
| Additional paid-in capital | |
| 10,670,287 | | |
| 10,670,287 | | |
| 1,477,818 | |
| Accumulated deficit | |
| (3,485,007 | ) | |
| (3,572,960 | ) | |
| (494,849 | ) |
| Accumulated other comprehensive income | |
| 415,247 | | |
| 425,612 | | |
| 58,947 | |
| Total DouYu Shareholders’ Equity | |
| 6,689,333 | | |
| 6,592,132 | | |
| 913,001 | |
| Total Shareholders’ Equity | |
| 6,689,333 | | |
| 6,592,132 | | |
| 913,001 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 8,072,103 | | |
| 8,140,650 | | |
| 1,127,468 | |
(1) Translations
of certain RMB amounts into U.S. dollars at a specified rate are solely for the convenience of the reader. Unless otherwise noted, all
translations from RMB to U.S. dollars are made at a rate of RMB7.2203 to US$1.00, the noon buying rate in effect on March 29, 2024,
in the H.10 statistical release of the Federal Reserve Board.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF INCOME (LOSS)
(All amounts in thousands, except share, ADS,
per share and per ADS data)
| | |
Three Months Ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | | |
March 31, | |
| | |
2023 | | |
2023 | | |
2024 | | |
2024 | |
| | |
RMB | | |
RMB | | |
RMB | | |
US$(1) | |
| Net revenues | |
| 1,483,060 | | |
| 1,295,962 | | |
| 1,039,684 | | |
| 143,995 | |
| Cost of revenues | |
| (1,306,594 | ) | |
| (1,169,712 | ) | |
| (930,678 | ) | |
| (128,897 | ) |
| Gross profit | |
| 176,466 | | |
| 126,250 | | |
| 109,006 | | |
| 15,098 | |
| Operating income (expense) | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing expenses | |
| (90,686 | ) | |
| (83,998 | ) | |
| (75,570 | ) | |
| (10,466 | ) |
| General and administrative expenses | |
| (59,793 | ) | |
| (80,031 | ) | |
| (42,797 | ) | |
| (5,927 | ) |
| Research and development expenses | |
| (72,311 | ) | |
| (59,072 | ) | |
| (54,150 | ) | |
| (7,500 | ) |
| Other operating income (expense), net | |
| 19,046 | | |
| (9,618 | ) | |
| (103,428 | ) | |
| (14,325 | ) |
| Impairment of goodwill | |
| - | | |
| (13,967 | ) | |
| - | | |
| - | |
| Total operating expenses | |
| (203,744 | ) | |
| (246,686 | ) | |
| (275,945 | ) | |
| (38,218 | ) |
| Loss from operations | |
| (27,277 | ) | |
| (120,436 | ) | |
| (166,939 | ) | |
| (23,120 | ) |
| Other expenses, net | |
| (8,000 | ) | |
| (21,844 | ) | |
| - | | |
| - | |
| Interest income | |
| 54,426 | | |
| 82,556 | | |
| 81,094 | | |
| 11,231 | |
| Foreign exchange (loss) income | |
| (1,396 | ) | |
| (122 | ) | |
| 153 | | |
| 21 | |
| Income (loss) before income taxes and share of (loss) income in equity method investments | |
| 17,753 | | |
| (59,846 | ) | |
| (85,692 | ) | |
| (11,868 | ) |
| Income tax expenses | |
| - | | |
| (1,069 | ) | |
| - | | |
| - | |
| Share of (loss) income in equity method investments | |
| (3,236 | ) | |
| (1,310 | ) | |
| (2,261 | ) | |
| (313 | ) |
| Net income (loss) | |
| 14,517 | | |
| (62,225 | ) | |
| (87,953 | ) | |
| (12,181 | ) |
| Net income (loss) attributable to ordinary shareholders of the Company | |
| 14,517 | | |
| (62,225 | ) | |
| (87,953 | ) | |
| (12,181 | ) |
| Net income (loss) per ordinary share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 0.45 | | |
| (1.95 | ) | |
| (2.77 | ) | |
| (0.38 | ) |
| Diluted | |
| 0.45 | | |
| (1.95 | ) | |
| (2.77 | ) | |
| (0.38 | ) |
| Net income (loss) per ADS(2) | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 0.45 | | |
| (1.95 | ) | |
| (2.77 | ) | |
| (0.38 | ) |
| Diluted | |
| 0.45 | | |
| (1.95 | ) | |
| (2.77 | ) | |
| (0.38 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of ordinary shares used in calculating net income (loss) per ordinary share |
| Basic | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
| Diluted | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of ADS used in calculating net income (loss) per ADS(2) |
| Basic | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
| Diluted | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
(1) Translations
of certain RMB amounts into U.S. dollars at a specified rate are solely for the convenience of the reader. Unless otherwise noted, all
translations from RMB to U.S. dollars are made at a rate of RMB7.2203 to US$1.00, the noon buying rate in effect on March 29, 2024,
in the H.10 statistical release of the Federal Reserve Board.
(2) Every
one ADS represents one ordinary share.
RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS
(All amounts in thousands, except share, ADS,
per share and per ADS data)
| | |
Three Months Ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | | |
March 31, | |
| | |
2023 | | |
2023 | | |
2024 | | |
2024 | |
| | |
RMB | | |
RMB | | |
RMB | | |
US$(1) | |
| Loss from operations | |
| (27,277 | ) | |
| (120,436 | ) | |
| (166,939 | ) | |
| (23,120 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Impairment of goodwill and intangible assets | |
| - | | |
| 34,035 | | |
| - | | |
| - | |
| Adjusted Operating Loss | |
| (27,277 | ) | |
| (86,401 | ) | |
| (166,939 | ) | |
| (23,120 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
| 14,517 | | |
| (62,225 | ) | |
| (87,953 | ) | |
| (12,181 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share of loss in equity method investments | |
| 3,236 | | |
| 1,310 | | |
| 2,261 | | |
| 313 | |
| Impairment losses of investments | |
| 8,000 | | |
| 21,844 | | |
| - | | |
| - | |
| Impairment losses of goodwill and intangible assets | |
| - | | |
| 34,035 | | |
| - | | |
| - | |
| Adjusted net income (loss) | |
| 25,753 | | |
| (5,036 | ) | |
| (85,692 | ) | |
| (11,868 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to DouYu | |
| 14,517 | | |
| (62,225 | ) | |
| (87,953 | ) | |
| (12,181 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share of loss in equity method investments | |
| 3,236 | | |
| 1,310 | | |
| 2,261 | | |
| 313 | |
| Impairment losses of investments | |
| 8,000 | | |
| 21,844 | | |
| - | | |
| - | |
| Impairment losses of goodwill and intangible assets | |
| - | | |
| 34,035 | | |
| - | | |
| - | |
| Adjusted net income (loss) attributable to DouYu | |
| 25,753 | | |
| (5,036 | ) | |
| (85,692 | ) | |
| (11,868 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted net income (loss) per ordinary share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 0.80 | | |
| (0.16 | ) | |
| (2.69 | ) | |
| (0.37 | ) |
| Diluted | |
| 0.80 | | |
| (0.16 | ) | |
| (2.69 | ) | |
| (0.37 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted net income (loss) per ADS(2) | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 0.80 | | |
| (0.16 | ) | |
| (2.69 | ) | |
| (0.37 | ) |
| Diluted | |
| 0.80 | | |
| (0.16 | ) | |
| (2.69 | ) | |
| (0.37 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of ordinary shares used in calculating adjusted net income (loss) per ordinary share |
| Basic | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
| Diluted | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of ordinary shares used in calculating adjusted net income (loss) per ADS(2) |
| Basic | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
| Diluted | |
| 32,023,551 | | |
| 31,977,665 | | |
| 31,807,180 | | |
| 31,807,180 | |
(1) Translations
of certain RMB amounts into U.S. dollars at a specified rate are solely for the convenience of the reader. Unless otherwise noted, all
translations from RMB to U.S. dollars are made at a rate of RMB7.2203 to US$1.00, the noon buying rate in effect on March 29, 2024,
in the H.10 statistical release of the Federal Reserve Board.
(2) Every
one ADS represents one ordinary share.
Exhibit 99.2
THE SYMBOL “[***]” OR
“[REDACTED]” DENOTES PLACES
WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN
EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS
BOTH (i) NOT MATERIAL, AND (ii) IS
THE TYPE THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL
Second Amended and Restated Strategic Cooperation
Framework Memorandum
Shenzhen Tencent Computer Systems Company Ltd.
&
Wuhan Douyu Network Technology Co., Ltd.
Second Amended and Restated Strategic Cooperation
Framework Memorandum
This Second Amended and Restated Strategic Cooperation
Framework Memorandum (this “Framework Memorandum”) is entered into by the following parties in Nanshan District, Shenzhen
City, the People’s Republic of China (the “PRC”) on June 4, 2024:
(1)
Shenzhen Tencent Computer Systems Company Ltd., a limited liability company duly established and existing under the laws
of the PRC, with its address at Floor 35, Tencent Building, Keji Zhongyi Road, Maling Community, Yuehai Neighbourhood , Nanshan
District, Shenzhen ( “Party A”); and
(2) Wuhan Douyu Network Technology Co., Ltd.,
a limited liability company duly established and existing under the laws of the PRC, with its address at Floor 20, Building A, New Development
International Center, No. 473 Guanshan Avenue, Hongshan District, Wuhan, Hubei Province (“Party B”).
In this Framework Memorandum, Party A and Party
B are referred to as the “Parties” collectively or a “Party” individually.
The Parties entered into a Strategic Cooperation
Framework Memorandum on January 31, 2018 and an Amended and Restated Strategic Cooperation Framework Memorandum on April 1, 2019, which
further amended and restated the former Strategic Cooperation Framework Memorandum. The Strategic Cooperation Framework Memorandum and
the Amended and Restated Strategic Cooperation Framework Memorandum are collectively referred to as the "Original Memorandum".
The Parties have agreed to engage in strategic cooperation with each other with respect to resources, contents, information synchronization
and industry standards. Now, after friendly negotiation, the Parties agree to futher amend and restate the Original Memorandum in its
entirety as follows:
Article 1 Definitions and Interpretation
1.1 Definitions
Unless otherwise specified in
this Framework Memorandum or the context clearly indicates otherwise, the following terms, for the purpose of this Framework Memorandum,
shall have the meanings, respectively, ascribed to them below.
| Affiliate(s) |
refers to any person who directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with a party. The term “control” means that a party (i) directly or indirectly, whether through ownership of voting shares, by contracts or otherwise, holds more than fifty percent (50%) of the total shares with voting rights, registered capital or other equity interests, or (ii) has the power to appoint or nominate the general manager, legal representative or a majority of members of the management committee, the board of directors or other equivalent decision-making bodies, or exercise any other kind of substantial control, including but not limited to managing finance, human resources and business. For the avoidance of any doubt, Party A’s Affiliates stated in Article 2.3.3 hereof refer in particular to Tencent Technology (Shenzhen) Co., Ltd., Tencent Technology (Shanghai) Co., Ltd., Tencent Technology (Chengdu) Co., Ltd., Tencent Technology (Beijing) Co., Ltd., and Tencent Technology (Wuhan) Co., Ltd.
|
| Online Games |
refer to game products and services composed of software programs and information data, that are provided via information networks such as the internet and mobile communication network, mainly including online games that run in client side, web browser and other terminals, and stand-alone games made available to the public through information network. Other terminals refer to mobile phones, personal digital processors, networked game consoles and all kinds of information appliances connected to the information network.
|
| Online Game Distribution |
refers to the service of providing the public with access to download of or links to Online Games through self-owned or controlled platforms (including but are not limited to browsers, webpages and Apps).
|
| Party B’s Platforms |
collectively refer to all platform websites and platform software owned, controlled and operated by Party B or its Affiliates that provide application software (including game software) access service to themselves and Third Parties. Currently, Party B’s Platforms include but are not limited to the existing live streaming platform controlled by Party B or its Affiliates, that is, Douyu Live. |
| Third Party |
refers to any person that is not a Party hereto and has no affiliated relationship with the Parties or their respective Affiliates. |
1.2 Interpretation
(1) Headings
of articles are for reference purposes only, and in no way define, limit, interpret or describe such articles, and shall not affect the
construction of the articles to which they relate;
(2) Reference
to any “Article” is to that article of this Framework Memorandum;
(3) References
to a “Party” shall be deemed to include that Party’s successors, heirs or assignees;
(4) References
to any law, rule, regulation, notice or statutory provision shall be construed to include all supplements, amendments or reenactments
thereto by competent legislative authority.
Article 2 Cooperation Arrangement
2.1 Online Game Distribution
2.1.1 Exclusive Operation
Party B agrees to cooperate with Party A in Online
Game Distribution through Party B’s Platforms. During the term of cooperation agreed in this Framework Memorandum, Party A shall
have the right to exclusively operate the Online Game Distribution business through Party B’s Platforms.
2.1.2 Exercise of Right
Party
B will provide written lists of promotion resources (such resources may be presented or displayed via website, App, bumper advertisement,
embedded content or in other ways) to be used for distribution of Online Games. Party A will be in charge of introducing quality
Online Games based on the resources, data and operation needs of Party B’s Platforms, and will independently enter into memorandums
of cooperation with developers with respect to the distribution services provided through Party B’s Platforms. The Parties further
confirm that, Party A has the right to decide whether or not to introduce a particular Online Game to Party B’s Platforms, and has
the right to request that the Online Games distributed through Party B’s Platforms shall use SDKs provided by Party A. The Parties
will negotiate the profit sharing ratio based on the amount of the Online Games and the resources utilized for the distribution and promotion
of the Online Games, and enter into a memorandum of cooperation separately.
2.1.3 Game Distribution Area
In order to improve the distribution
of Party A’s Online Games, Party B undertakes that it will set up specific distribution areas for Party A’s Online Games at
prominent positions on its platforms, including but are not limited to, primary interfaces of Party B’s Apps, Party B’s web
home pages or main PC user interfaces, or other prominent positions.
2.1.4 Limitation and Reservation
of Right
Notwithstanding the foregoing,
certain games subject to separate agreements by the Parties (the “Excluded Games”) shall not be affected. Party B undertakes
and guarantees that:
(1) upon expiration of the cooperation
term applicable to any Excluded Game, Party B shall not further carry on any cooperation relating to such Excluded Game in a way conflicting
with Party A’s rights under Articles 2.1.1 and 2.1.2 hereof during the term of cooperation of this Framework Memorandum;
(2) for Online Games other than
the Excluded Games, Party A will be entitled to exclusive cooperation and operation of related distribution business in accordance with
Articles 2.1.1 and 2.1.2 hereof.
2.2 Party A’s Game Area
2.2.1 Set Up of Specific Area
Party
B undertakes that it will set up specific game areas for Party A’s Online Games at prominent positions on Party B’s Platforms
including but are not limited to primary interfaces of Party B’s Apps, Party B’s web home pages or main PC user interfaces,
or other prominent positions (“Party A’s Game Area”), for the publicity and promotion of live streaming, competition
and other derivative contents relating to Party A’s Online Games.
2.2.2 Content of Specific Area
The launching of and specific
names used in Party A’s Game Area will be subject to Party A’s written confirmation. In addition to the regular live streaming
content, Party A’s Game Area will also serve the purpose of facilitating the development of game user community, broadcasting related
official promotion and related official press release, and will feature related programs or live streaming contents in line with significant
timings and events of Party A’s game operation.
2.2.3 Operation of Specific Area
Party B agrees to equip a full-time
team for Party A’s Game Area to conduct operational work according to the plan made by Party A’s game operation team. The
features of the Game Area, the types and amount of resources devoted, and specific operational plan will be further negotiated by the
Parties, and Party A has the veto right with respect to the aforementioned operational planning of Party A’s Game Area.
2.3 Streamer Resource Cooperation
2.3.1 Streamer Cooperation
The Parties hereto will provide
support in terms of high-quality streamer resources to Party A under this Framework Memorandum, including but are not limited to
cultivating and promoting Party A’s certified streamers, as well as safeguarding the streamers’ interests. The Parties will
enter into separate agreements for specific cooperation actions.
2.3.2 Content License
In
order to promote Party A’s Online Games and increase the exposure of quality content on Party B’s Platforms, Party A has the
right to use the contents (including but are not limited to video, audio and pictures) relevant to Party A’s Online Games, which
have been published on Party B’s Platforms, on the platforms (including but are not limited to Party A’s Online Games, WeChat
video account, game official Weibo account, game official Weixin/WeChat account, Tencent Video, etc.) operated by Party A or its
Affiliates, provided that Party B has the full intellectual property rights or has been legally authorized to license third parties to
use the above-mentioned contents. When using such contents, Party A shall specify the source (i.e. Party B’s Platforms) and streamer
and author information of the contents, and shall not defame or deride Party B, Party B’s Platforms and the streamers.
2.3.3 Live Streaming License
(1) Party A licenses Party B
to use the game screen content of Party A’s Online Games (refer in particular to online game products that Party A and its Affiliates
have copyright ownership or Party A is entitled to operate as agent and grant live streaming sublicense to Party B) (the “Game
Screen Content”) in live streaming services on Party B’s Platforms within twelve (12) months from the date of this
Agreement (the “Live Streaming License”). For the avoidance of doubt, the Parties further specify that, (1) Party A
shall sublicense Party B to use the Game Screen Content of the Online Games that Party A operates as agent, unless Party A does not have
the right to grant a sublicense of the live streaming content or has agreed otherwise with the original copyright owner of the Online
Games, provided that the Parties will separately discuss and agree on the details of such sublicense arrangement, and (2) the aforementioned
license does not cover eSports competition organized by Party A or its Affiliates in relation to Party A’s Online Games and their
derivative programs, as well as other variety shows, movie and television works or other video contents created or adapted based on Party
A’s Online Games. If Party B intends to obtain license for the aforementioned excluded contents, it shall separately execute license
agreements with Party A or Party A’s Affiliates and pay corresponding license fee. Within thirty (30) calendar days before
the expiration of the aforementioned live streaming license term, Party B shall submit a report to Party A regarding the execution of
this Framework Memorandum during such license term (the “Execution Report”, the details of which are to be separately
determined by the Parties). If Party A fails to explicitly notify Party B in writing not to extend the license term within ten (10) calendar
days after the receipt of the Execution Report, the Live Streaming License shall be automatically extended for another twelve (12) months
after expiration. By that analogy, live streaming license term shall count twelve (12) months as a period, and Party B shall submit
an Execution Report to Party A for evaluation within thirty (30) calendar days before the expiration of every live streaming license
term, until this Framework Memorandum is expired or terminated due to Party B’s breach hereof.
(2)
The Parties further agree that, the content and scope of the license granted to Party B under this Article 2.3.3 shall not be less favorable
than that offered by Party A to relevant live streaming platforms as separately identified by the Parties on the same condition.
2.4 Restrictive Covenants
Based on the cooperation agreed
under this Framework Memorandum, Party B agrees to undertake certain restrictive obligations, in order to protect Party A’s legitimate
interests in its invested resources. Specific restrictive obligations will be separately agreed by the Parties.
2.5 Information Synchronization
2.5.1 Scope of Information Synchronization
Party B is obliged to synchronize
certain information to Party A under this Framework Memorandum. The Parties will enter into separate agreement regarding details on information
synchronization.
2.5.2 Approach of Information
Synchronization
The
Parties agree to communicate in respect of synchronizing the information specified in accordance with Article 2.5.1 by way of system connection
(including but are not limited to providing Party A with access to information on Party B’s Platforms, and periodically transmitting
information through port designated by Party A).
2.6 Code of Streaming Conduct
2.6.1 Ensure Compliance
Party B shall regulate the conducts
of streamers on Party B’s Platforms in connection with the live streaming of Party A’s Online Games, and ensure that relevant
streamers comply with the Live Streaming Rules issued by Party A from time to time. Prohibited conducts include but are not limited to:
(1) any conduct that violates
laws, regulations and ethical norms, such as physical violence, verbal assault or abuse;
(2) any conduct that violates
the rules of the games or the spirit of competition, such as negative competition, malicious hanging up;
(3) any conduct that endangers
the physical and mental health of game users, such as smoking, alcoholism or over-revealing clothes;
(4) any conduct that harms the
fairness of game competitiveness, such as issuing game leveling, plugging advertisement, spreading game loopholes;
(5) any conduct that adversely
affects games user experience and the brands of Party A’s games.
2.6.2 Measures to Be Taken
If any streamer of Party B’s
Platforms fails to comply with the code of conduct stipulated in Article 2.6.1, Party A has the right to require Party B to restrict such
streamer to continue to live stream Party A’s Online Games, and to take measures, including but are not limited to, temporary or
permanent closure or suspension of such streamer’s live streaming account on Party B’s Platforms, and deletion or blocking
links to related live streams content, and Party B shall cooperate with Party A to take such measures.
Article 3 Confidentiality
3.1 Confidentiality
The
Parties agree to keep strictly confidential the cooperation relation between the Parties under this Framework Memorandum, the existence
of this Framework Memorandum and terms herein, as well as the process and details of negotiation and communication relating to the execution
of this Framework Memorandum. If any Party intends to publish any of the contents mentioned above which should be kept in confidential,
such Party shall obtain prior written consent of the other Party. The confidentiality duties and obligations hereunder shall remain valid
and legally binding after the termination of this Framework Memorandum.
3.2 Non-disclosure
Each
Party shall keep confidential the commercial information disclosed by the other Party or accessed for reason of work or acquired through
other channels (i.e. all technological, financial, commercial or other confidential information not known to the public owned by the other
Party and/or its Affiliates, and information or data that can bring economic benefits to such other Party and/or its Affiliates and for
which such other Party and/or its Affiliates take confidentiality measures). Without prior written consent by such other Party, a Party
shall not provide, disclose or transfer the other Party’s trade secrets to any Third Party, with or without consideration. Each
Party shall use the other Party’s trade secrets acquired or known by such Party solely for the purpose of this Framework
Memorandum.
Article 4 Term of Memorandum
4.1 Effectiveness
This Framework Memorandum shall
enter into effect upon signature or stamp by the Parties on the date first written above. This Framework Memorandum amends and restates
the Original Memorandum and supersedes in its entirety the Original Memorandum. The Original Memorandum shall terminate automatically
upon effectiveness of this Framework Memorandum.
4.2 Term of Memorandum
The
agreed term of this Framework Memorandum shall be three (3) years from the date of the Original Memorandum, starting on June 4, 2024
and ending on June 3, 2027. Within thirty (30) days before the expiry of the agreed term, the Parties may renegotiate whether to renew
this Framework Memorandum. Without written notice by either Party in such thirty-day period, and on the condition that the equity shares
held by Nectarine Investment Limited (Party A’s Affiliate) and/or other Party A’s Affiliates (collectively, “Tencent”)
in DouYu International Holdings Limited (Party B’s Affiliate) (“Douyu Cayman”) are not less than half of the
equity shares held by Tencent in Douyu Cayman as of the date of this Framework Memorandum (the basis of calculation of the number of shares
shall be adjusted appropriately to reflect any split, declaration or restructuring of shares or other similar arrangements carried out
by Douyu Cayman), this Framework Memorandum shall be automatically extended for another three (3) years after expiration.
Article 5 Miscellaneous
5.1 Default
Non-performance
of this Framework Memorandum or non-compliance of the performance with the provisions hereof by either Party shall be deemed as a default.
The defaulting Party shall compensate the non-defaulting Party for any and all losses resulting therefrom, and the non-defaulting
Party may require the defaulting Party to bear other default liabilities according to the provisions under the applicable laws.
If any provision of this Framework
Memorandum is held to be wholly or partially invalid or unenforceable for any reason whatsoever, or in violation of any applicable law,
such provision shall be deemed removed from this Framework Memorandum, but all remaining provisions of this Framework Memorandum shall
remain in full force and effect and shall continue to bind the Parties.
5.2 Notices and Service
All notices sent by one Party
to the other Party shall be made in Chinese in writing, and shall be delivered in person (including express mail service) or by registered
mail, unless the Parties agree to deliver by email. Emails or written notices under this Framework Memorandum shall be deemed as being
served upon by sending them to the following addresses or e-mails:
If to Shenzhen Tencent Computer Systems
Company, Ltd.
First Contact: Shen Yang
Address: 16th Floor,
Building C1, Kexing Science Park.
No. 15 Keyuan Road, Nanshan District, Shenzhen City
Tel: *************
Email: *************
Second Contact:
Address:
Tel:
Email:
If to Wuhan Douyu Network Technology
Co., Ltd.
Contact:
Ren Simin
Address:
20th Floor, Building A, New Development International Center,
No. 473 Guanshan Avenue, Hongshan District, Wuhan City
Tel: *************
Email: *************
5.3 Governing law
The execution, effectiveness,
interpretation, performance and dispute resolution relating to this Framework Memorandum shall be governed by the laws of the mainland
China.
5.4 Dispute Resolution
Any dispute arising from or in
connection with this Framework Memorandum (the “Dispute”) shall be settled by the Parties through friendly negotiation.
The Party proposing to settle the Dispute shall promptly inform the other Party of the occurrence and nature of the Dispute by delivering
a dated written notice. Where the Parties fail to settle the Dispute through negotiation within sixty (60) days following the date
of the aforesaid notice, either Party may submit the Dispute to a people’s court with jurisdiction over the defendant’s
domicile.
5.5 Counterparts
This Framework Memorandum is
executed in two counterparts, with each Party holding one counterpart, and both of which shall have the same legal effect.
(This page is the signature
page to the Amended and Restated Strategic Cooperation Framework Memorandum)
IN
WITNESS WHEREOF, the Parties have caused this Framework Memorandum to be executed by their respective duly authorized representatives
as of the date first above written.
Shenzhen Tencent Computer Systems
Company, Ltd.
(Seal of Shenzhen Tencent Computer
Systems Company, Ltd.)
/s/ Seal of Shenzhen Tencent
Computer Systems Company, Ltd.
Date: June 4, 2024
Wuhan Douyu Network Technology
Co., Ltd.
(Seal of Wuhan Douyu Network
Technology Co., Ltd.)
/s/ Seal of Wuhan Douyu Network
Technology Co., Ltd.
Date: June 4, 2024
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