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Legal Disclaimer
This document has been prepared by Morgan Stanley Asia Limited (“Morgan Stanley”) pursuant to a letter of engagement dated August 24, 2020 and a letter of indemnification dated August 17, 2020 with the special committee (the “Client”) of the Board of Directors of DouYu International Holdings Limited (“DouYu”).
This document has been prepared for the Client only in the context of the Transaction and the Transfer (each as defined below). The Client and its directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent.
The purpose of this document is to provide the Client with an explanation of the basis upon which Morgan Stanley is issuing a financial opinion letter (the “Opinion”) in relation to the proposed combination of DouYu and HUYA Inc. (“Huya”) in a stock-for-stock merger (the “Transaction”). In connection with the Transaction, DouYu proposes to acquire 100% of the equity of Penguin E-Sports (the “Transfer”). This document should be read in conjunction with and is subject to the terms of the Opinion. This document supersedes any previous documents or presentations delivered by Morgan Stanley to the Client in connection with the Transaction and the Transfer.
In preparing this document, Morgan Stanley has: (i) used information obtained from DouYu, Huya, Penguin E-Sports and public sources; (ii) assumed and relied upon, without independent verification, the accuracy and completeness of the information supplied or otherwise made available to it for the purpose of this document; (iii) assumed that the financial projections and other financial data relating to DouYu, Huya and Penguin E-Sports have been reasonably and properly prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of DouYu, Huya and Penguin E-Sports, as applicable, as at the date of this document; (iv) not conducted any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction; and (v) not been provided with any such valuation or appraisal.
Neither we nor any of our affiliates, or our or their respective officers, employees or agents (the “Morgan Stanley Group”), make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. Each member of the Morgan Stanley Group expressly disclaims any and all liability which may be based on this document and any errors therein or omissions therefrom. No member of the Morgan Stanley Group makes any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.
For the avoidance of doubt, no member of the Morgan Stanley Group owes any fiduciary duties to the Client, DouYu, Huya, Penguin E-Sports or any other person whether in respect of this document, the Opinion, the Transaction, the Transfer or otherwise. The only duties Morgan Stanley owes to the Client are those set forth in, and subject to the other provisions of, the engagement letter and the indemnification letter entered into between Morgan Stanley and the Client in connection with the Transaction and the Transfer.
This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the Client. We recommend that the Client seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.
Notwithstanding anything herein to the contrary, the Client and DouYu (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.
This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.
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