ORGANIZATION (Tables)

12 Months Ended

Dec. 31, 2023

Significant Subsidiaries of Company and its Consolidated Variable Interest Entities

(a)

As of December 31, 2023, significant subsidiaries of the Company include the following entities:

Entity

Date of

incorporation/

acquisition

Place of

incorporation

Percentage of

direct ownership

by the Company

Principal activities

2022

2023

Garena Online Private Limited (“Garena Online”)

May 8, 2009

Singapore

100

Game operations and software development

Shopee Limited

January 16, 2015

Cayman Islands

100

Investment holding company

Shopee Singapore Private Limited

February 5, 2015

Singapore

100

Online platform

PT Shopee International Indonesia

August 5, 2015

Indonesia

100

Online platform

Sea Services Limited (formerly known as Sea Capital Limited)

January 30, 2020

Cayman Islands

100

Investment holding company

Sea Services Holdings Limited (formerly known as SEA Capital C1 Holdings Limited)

June 30, 2021

Cayman Islands

100

Investment holding company

Financial Information of VIEs

The following tables represent the financial information of the VIEs whom the Company does not have majority voting interest as of December 31, 2022 and 2023 and for the years ended December 31, 2021, 2022 and 2023 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group:

	As of December 31,
	2022		2023
	$		$
ASSETS
Current assets
Cash and cash equivalents		79,922		63,187
Loans receivable, net		–		148,246
Amounts due from intercompanies⁽¹⁾		153,070		241,740
Others		85,787		123,046
Total current assets		318,779		576,219

Non-current assets
Property and equipment, net		86,229		123,094
Long-term investments		14,500		1,475
Deferred tax assets		40,561		35,280
Others		18,059		27,174
Total non-current assets		159,349		187,023
Total assets		478,128		763,242

	As of December 31,
	2022		2023
	$		$

LIABILITIES
Current liabilities
Accrued expenses and other payables		110,526		128,917
Deferred revenue		192,243		169,059
Amounts due to intercompanies⁽¹⁾		88,639		230,884
Others		12,658		15,864
Total current liabilities		404,066		544,724

Non-current liabilities
Deferred revenue		23,886		16,658
Amounts due to intercompanies⁽¹⁾		83,958		61,165
Borrowings		–		119,323
Others		4,579		19,529
Total non-current liabilities		112,423		216,675
Total liabilities		516,489		761,399

⁽¹⁾

Amounts due from or to intercompanies consist of intercompany receivables or payables to the other companies within the group arising from intercompany transactions, and funds advanced for working capital purpose.

	Year ended December 31,
	2021		2022		2023
	$		$		$
Revenue
- Third-party customers		690,383		722,607		551,978
- Intercompanies		195,639		176,072		248,637
Net income		22,390		20,425		40,776

	Year ended December 31,
	2021			2022			2023
	$			$			$
Net cash generated from (used in) operating activities		61,875			22,449			(21,369	)
Net cash used in investing activities		(14,847	)		(89,160	)		(189,617	)
Net cash generated from financing activities		15,030			44,442			232,420

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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