ORGANIZATION | 1. ORGANIZATION Sea Limited (the “Company”) is a limited liability company incorporated in the Cayman Islands on May 8, 2009 and conducts its business primarily through its subsidiaries and variable interest entities in markets including Singapore, Thailand, Taiwan, Vietnam, Indonesia, Malaysia and the Philippines. The Company is principally engaged in the digital entertainment, e-commerce and digital financial service businesses in the region. (a) As of December 31, 2018, significant subsidiaries of the Company and its consolidated variable interest entities (the “VIEs”) where the Company or its wholly-owned subsidiaries, namely Garena Limited, Shopee Southeast Asia Limited (formerly known as Shopee Limited) or Airpay Limited is the primary beneficiary (collectively refers to as the “Primary Beneficiary”) include the following entities: Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal activities 2017 2018 Subsidiaries held by the Company: Garena Limited (“Garena Cayman”) March 4, 2015 Cayman Islands 100 100 Investment holding company Shopee Southeast Asia Limited (“Shopee Cayman”) January 16, 2015 Cayman Islands 100 100 Investment holding company Airpay Limited (“Airpay Cayman”) March 27, 2015 Cayman Islands 100 100 Investment holding company Garena Online Private Limited (“Garena Online”) May 8, 2009 Singapore 100 100 Game operations and software development Garena Ventures Private Limited (“Garena Ventures”) February 23, 2015 Singapore 100 100 Investment holding company PT. Garena Indonesia (“PT. Garena”) December 6, 2012 Indonesia 100 100 Game operations Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal activities 2017 2018 Subsidiary held by Garena Cayman: Garena Online (Thailand) Co., Ltd. (“Garena Online (Thailand)”) <4 August 18, 2011 Thailand 100 100 Game operations Garena Technology Private Limited, Taiwan branch (“Garena Technology Taiwan”) July 31, 2017 Taiwan 100 100 Game operations Variable interest entities held by Garena Cayman: Garena (Taiwan) Co., Ltd (“Garena Taiwan”) <1 March 8, 2010 Taiwan – – Game operations Vietnam Esports and Entertainment Joint Stock Company (“VEE”) <1, <5 May 10, 2011 Vietnam 30 30 Game operations Subsidiaries held by Shopee Cayman: Shopee (Thailand) Co., Ltd. (“Shopee (Thailand)”) <4 February 2, 2015 Thailand 100 100 Online platform PT Shopee International Indonesia (“PT Shopee”) August 5, 2015 Indonesia 100 100 Online platform Shopee Singapore Private Limited (“Shopee Singapore”) February 5, 2015 Singapore 100 100 Online platform Shopee Company Limited (“Shopee Company”) <6 February 10, 2015 Vietnam 100 100 Online platform Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal 2017 2018 Variable interest entity held by Shopee Cayman: Shopee (Taiwan) Co., Ltd (“Shopee Taiwan”) <2 March 4, 2015 Taiwan – – Online platform Subsidiary held by Airpay Cayman: Airpay (Thailand) Co., Ltd. (“Airpay (Thailand)”) <4 June 16, 2014 Thailand 100 100 Electronic payment services Variable interest entity held by Airpay Cayman: Vietnam Esports Development Joint Stock Company (“VED”) <3, <5 June 9, 2009 Vietnam 30 30 Electronic payment services <1 Collectively, the “Digital Entertainment VIEs” <2 The “E-Commerce VIE” <3 The “Digital Financial Service VIE” <4 Effective ownership in the case of Thailand entities <5 In 2017, the VIE Shareholders of VEE and VED transferred 30% equity interest in each of these companies to Garena Cayman and Airpay Cayman, respectively <6 In 2017, the VIE Shareholder of Shopee Company transferred its 100% equity interest in Shopee Company to Shopee Cayman (b) VIE structure The Company operates in various markets in the region that have certain restrictions on foreign ownership of local companies. In Vietnam, foreign ownership in companies engaging in the online game business shall not exceed 49%, and foreign ownership in companies engaging in e-payment business is restricted unless certain government approvals are obtained. In Taiwan, PRC individuals, juristic persons, organizations and other institutions and PRC invested companies from other jurisdictions (collectively “PRC investors”) are prohibited from investing in companies that operate business in statutory business categories including computer recreational activities, software publication, third party payment and general advertising services, that are not listed as permitted in the Positive Listings promulgated by Taiwan authorities and prior approval from Taiwan authorities is required for their investment in companies that operate business in statutory categories listed as permitted in the Positive Listings. “PRC invested companies from other jurisdictions” refer to those entities incorporated outside of the PRC and Taiwan 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, and/or (ii) have the ability to control such entities. For the purpose of the VIE structure disclosure only, the PRC does not include Taiwan, Hong Kong and Macau. To comply with the foreign ownership restrictions in Vietnam, the Company conducts certain businesses in Vietnam through the VIEs The following is a summary of the key terms of the VIE Agreements that were signed amongst the Primary Beneficiary (and Garena Online, Shopee Singapore or Airpay Private Limited (“Airpay Singapore”) in the case of the exclusive business cooperation agreements) and the respective shareholders of the Digital Entertainment VIEs, the E-Commerce VIEs and the Digital Financial Services VIE (collectively the “VIE Shareholders”): Loan Agreements In order to ensure that the VIE Shareholders are able to provide capital to each of these VIEs in order to develop its business, has entered into loan agreements with each VIE Shareholder. Pursuant to the loan agreements, has granted loans to the VIE Shareholders that may only be used for the purpose of acquiring equity interests in or contributing to the registered capital of these VIEs. The loans may be repaid only by transferring all of the VIE Shareholders equity interests in the VIE to or their respective designee upon exercise of the option under the exclusive option agreement. The loan agreements also prohibit the VIE 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 respective VIE Shareholders sell their equity interests to or their respective 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 VIE Shareholders to . Exclusive Option Agreements In order to ensure that the Company is able to acquire all of the equity interests in the VIEs at its discretion, t has entered into exclusive option agreements with the respective VIE Shareholders. Each option is exercisable by 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 VIE Shareholders through the transfer of their equity interests in these VIEs shall be used for the repayment of the loan provided in accordance with the loan agreements. During the terms of the exclusive option agreements, the VIE Shareholders will not grant a similar right or transfer any of the equity interests in these VIEs to any party other than or their respective designee, nor will it pledge, create or permit any security interest or similar encumbrance to be created on any of the equity interests. The VIEs cannot declare any profit distributions or grant loans in any form without the prior consent of . The VIE Shareholders must remit in full any funds received from the VIEs to or their respective designee in the event any distributions are made by the VIEs. The exclusive option agreements will remain in effect until the respective VIE Shareholder has transferred such shareholder s equity interests in the VIEs to or their respective designee. Powers of Attorney Pursuant to the powers of attorney, each VIE Shareholder has irrevocably appointed as their attorney-in-fact to act for all matters pertaining to such shareholding in these VIEs 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. T may authorize or assign its rights to any other person or entity at its sole discretion without prior notice to or prior consent from the VIE Shareholders of these VIEs. Each power of attorney remains in effect until the VIE Shareholder ceases to hold any equity interest in the respective VIE. Equity Interest Pledge Agreements In order to secure the performance of the VIEs and the VIE Shareholders under the contractual arrangements, each of the VIE Shareholders of the VIEs has pledged all of their shares to . These pledges secure the contractual obligations and indebtedness of the VIE Shareholders, including all penalties, damages and expenses incurred by in connection with the contractual arrangements, and all other payments due and payable to Garena Online, Shopee Singapore or Airpay Singapore by the respective VIEs under the exclusive business cooperation agreements and by the VIE Shareholders under the loan agreements, exclusive option agreements, and powers of attorney. Should the VIEs or their respective VIE Shareholders breach or default under any of the contractual arrangements, has the right to require the transfer of the respective VIE Shareholders’ pledged equity interests in the VIEs to or their respective designee, to the extent permitted by laws, or require an auction or sale of the pledged equity interests and has priority in any proceeds from the auction or sale of such pledged interests. Moreover, has the right to collect any and all dividends in respect of the pledged equity interests during the term of the pledge. Unless the respective 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 or their respective designee in accordance with the exclusive option agreements and the loan agreements, the equity interest pledge agreements will continue to remain in effect. Spousal Consent Letters Under the spousal consent letters, each spouse of the married VIE Shareholders of the VIEs unconditionally and irrevocably agreed that the equity interest in the respective VIE 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 VIEs held by their spouse. In addition, in the event that the spouses obtain any equity interest in these VIEs held by their spouse for any reason, they agreed to be bound by the contractual arrangements. Exclusive Business Cooperation Agreements In order to ensure that the Company receive the economic benefits of the VIEs, the Company s wholly-owned subsidiaries, Garena Online, Shopee Singapore or Airpay Singapore has entered into exclusive business cooperation agreements with these VIEs under which Garena Online, Shopee Singapore or Airpay Singapore has 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 VIEs, and these VIEs agree to accept all services provided by Garena Online, Shopee Singapore or Airpay Singapore or their respective designee. Without Garena Online s, Shopee Singapore s or Airpay Singapore s prior written consent, the 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, Garena Online, Shopee Singapore or Airpay Singapore shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of the exclusive business cooperation agreements. The VIEs agree to pay a monthly fee to Garena Online, Shopee Singapore or Airpay Singapore at an amount determined at Garena Online s, Shopee Singapore s or Airpay Singapore s sole discretion after taking into account factors including the nature of the contract or services, the title of and time consumed by its employees or third party service providers designated by Garena Online, Shopee Singapore or Airpay Singapore providing the services, the content and value of services provided and the market price of the similar type of contracts or services. The exclusive business cooperation agreements will remain effective unless terminated in accordance with their provisions or terminated in writing by Garena Online, Shopee Singapore or Airpay Singapore. Unless otherwise required by applicable laws, these VIEs do not have any right to terminate the exclusive business cooperation agreements in any event. The total fee billed for the years ended December 31, 2016, 2017 and 2018 were $35,001, $62,477 and $74,875, respectively. Financial Support Confirmation Letters In order to ensure that the VIEs have sufficient cash flow to fund their daily operations and/or to set off any losses incurred in such operations, has entered into financial support confirmation letters with each of these VIEs. Under the financial support confirmation letters, pledges to provide continuous financial support to these VIEs by itself or their respective designee and agreed to forego its right to seek repayment in the event these entities are unable to repay such financial support or becomes liable for the liabilities of these VIEs. These VIEs 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 provides to these VIEs may take the form of loans, borrowings or guarantees. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Primary Beneficiary and their respective VIEs, through the irrevocable power of attorney agreements, whereby the VIE Shareholders effectively assigned all of the voting rights underlying their equity interest in the respective VIEs to the Primary Beneficiary. Furthermore, pursuant to the loan agreements, exclusive option agreements and equity interest pledge agreements, the Primary Beneficiary obtained effective control over the respective VIEs, through the ability to exercise all the rights of the VIE Shareholders and therefore the power to govern the activities that most significantly impact the economic performance of the VIEs. The Primary Beneficiary demonstrates its ability and intention to continue to absorb substantially all the expected losses through the financial support confirmation letters. The Primary Beneficiary also demonstrates its ability to receive substantially all of the economic benefits of the VIEs via Garena Online, Shopee Singapore and Airpay Singapore through the exclusive business cooperation agreements. Thus, each of the Primary Beneficiary is the primary beneficiary of the respective VIEs and consolidates these VIEs and their subsidiaries under SEC Regulation SX-3A-02 and ASC 810-10, Consolidation: Overall. In the opinion of the Company’s management and local counsels as to Taiwan and Vietnam laws, • the ownership structures of our material VIEs in Taiwan and Vietnam, currently in effect (or, with respect to Shopee Taiwan, as such structure was in effect before 100% ownership acquired by the Company), do not and will not result in any violation of the laws or regulations currently in effect in Taiwan and Vietnam; and • the contractual arrangements among the Company, the VIEs and/or the VIE shareholders governed by the laws of Taiwan and Vietnam, currently in effect (or, with respect to Shopee Taiwan, as such structure was in effect before 100% ownership acquired by the Company), are valid, binding and enforceable, and do not result in any violation of such laws or regulations currently in effect. However, there are substantial uncertainties regarding the interpretation and application of current and future Taiwan and Vietnam laws and regulations. Accordingly, the Company cannot be assured that the Taiwan and Vietnam regulatory authorities will not ultimately take a contrary view to its opinion. If the current ownership structure of the Company and its contractual arrangements with the VIEs are found to be in violation of any existing or future Taiwan and Vietnam laws and regulations, the Company may be required to restructure its ownership structure and operations in Taiwan and Vietnam to comply with the changing and new Taiwan and Vietnam laws and regulations. To the extent that changes and new Taiwan and Vietnam laws and regulations prohibit the Company’s VIE arrangements from complying with the principles of consolidation, the Company would have to deconsolidate the financial position and results of operations of its VIEs. In the opinion of management, the likelihood of loss in respect of the Company’s current ownership structure or the contractual arrangements with the VIEs is remote based on current facts and circumstances. (c) VIE disclosures The aggregate carrying amounts of the total assets and total liabilities of the VIEs as of December 31, 2018 were $479,255 and $789,694, respectively (2017: $292,441 and $547,753). There were no pledges or collateralization of the VIEs’ assets. Creditors of the VIEs have no recourse to the general credit of the primary beneficiaries of the VIEs, and such amounts have been parenthetically presented on the face of the consolidated balance sheets. The VIEs hold certain assets, including data servers and related equipment for use in their operations. The VIEs do not own any facilities except for the rental of certain office premises and data centers from third parties under operating lease arrangements. They also hold certain value-added technology licenses, registered copyrights, trademarks and registered domain names, including the official website, which are also considered as revenue-producing assets. However, none of such assets was recorded on the Company’s consolidated balance sheets as such assets were all acquired or internally developed with insignificant cost and expensed as incurred. In addition, the Company also hires a sales and marketing as well as a research and development workforce for its daily operations and such costs are expensed when incurred. The Company has not provided any financial or other support that it was not previously contractually required to provide to the VIEs during the periods presented. The following tables represent the financial information of the VIEs as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2017 2018 $ $ ASSETS: Current assets: Cash and cash equivalents 92,678 144,155 Restricted cash 28,426 111,433 Accounts receivable, net 16,353 5,635 Prepaid expenses and other assets 58,648 74,954 Inventories, net 7,570 8,635 Short-term investment - 690 Amount due from related parties 4 - Amounts due from inter-companies (1) 15,431 40,209 Total current assets 219,110 385,711 Non-current assets: Property and equipment, net 24,715 29,404 Intangible assets, net 954 438 Long-term investments 4,974 12,131 Prepaid expenses and other assets 12,535 17,869 Restricted cash - 100 Deferred tax assets 30,153 33,602 Total non-current assets 73,331 93,544 TOTAL ASSETS (2) 292,441 479,255 As of December 31, 2017 2018 $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY: Current liabilities: Accounts payable 5,484 5,095 Accrued expenses and other payables 89,489 236,883 Advances from customers 6,091 4,832 Amount due to related parties 1,235 1,297 Short-term bank borrowings 2,013 856 Deferred revenue 137,512 119,219 Income taxes payable 1,673 1,785 Amounts due to inter-companies (1) 55,509 83,927 Total current liabilities 299,006 453,894 Non-current liabilities: Accrued expenses and other payables 4,190 1,630 Long-term bank borrowings - 1,026 Deferred revenue 61,571 72,439 Amounts due to inter-companies (1) 180,350 258,183 Unrecognized tax benefits 2,636 2,522 Total non-current liabilities 248,747 335,800 Total liabilities 547,753 789,694 For the Years Ended December 31, 2016 2017 2018 $ $ $ Revenue - Third party customers 157,519 201,413 342,800 - Inter-companies 16,651 27,038 52,325 Net loss (56,304 ) (91,124 ) (67,816 ) For the Years Ended December 31, 2016 2017 2018 $ $ $ Net cash (used in) generated from operating activities (36,804 ) (42,446 ) 67,275 Net cash used in investing activities (1,343 ) (22,509 ) (27,434 ) Net cash generated from financing activities 55,478 149,435 97,398 (1) Amounts due from or to inter-companies consist of inter-company receivables or payables to the other companies within the group arising from inter-company transactions, and funds advanced for working capital purpose. (2) These assets can be used only to settle the obligations of the respective VIEs. (3) Upon the adoption of ASU No. 2016-18, Statement of Cash Flows |