Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

IGG INC

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 799)

ANNUAL RESULTS ANNOUNCEMENT FOR

THE YEAR ENDED 31 DECEMBER 2020

The board of directors (the "Board") of IGG Inc (the "Company") hereby announces the audited results of the Company and its subsidiaries for the year ended 31 December 2020. This announcement, containing the full text of the 2020 annual report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") in relation to information to accompany preliminary announcements of annual results.

Both the English and Chinese versions of this results announcement are available on the websites of the Company (www.igg.com) and the Stock Exchange (www.hkex.com.hk).

The 2020 annual report of the Company will be published on the websites of the Company (www.igg.com) and the Stock Exchange (www.hkex.com.hk) and will be despatched to the shareholders of the Company in due course.

By order of the Board

IGG INC

Zongjian Cai

Chairman

Hong Kong, 4 March 2021

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Zongjian Cai, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Jessie Shen and Mr. Feng Chen; one non-executive Director, namely, Mr. Yuan Chi; and three independent non-executive Directors, namely, Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu.

CONTENTS

Corporate Information

2

Chairman's Statement

4

Management Discussion and Analysis

6

Biographical Details of Directors and Senior Management

17

Corporate Governance Report

22

Corporate Social Responsibility Report

36

Directors' Report

65

Independent Auditor's Report

101

Consolidated Statement of Profit or Loss

107

Consolidated Statement of Comprehensive Income

108

Consolidated Statement of Financial Position

109

Consolidated Statement of Changes in Equity

111

Consolidated Cash Flow Statement

113

Notes to the Financial Statements

114

Financial Summary

191

Definition

193

CORPORATE INFORMATION

BOARD OF DIRECTORS Executive Directors

Mr. Zongjian Cai (Chairman and chief executive officer) Mr. Yuan Xu

Mr. Hong Zhang Ms. Jessie Shen Mr. Feng Chen

Non-executive Director Mr. Yuan Chi

Independent Non-executive Directors Dr. Horn Kee Leong

Mr. Dajian Yu

Ms. Zhao Lu

BOARD COMMITTEES

Audit Committee

Dr. Horn Kee Leong (Chairman) Mr. Dajian Yu

Ms. Zhao Lu

Nomination Committee

Dr. Horn Kee Leong (Chairman) Mr. Zongjian Cai

Mr. Dajian Yu Ms. Zhao Lu

JOINT COMPANY SECRETARIES

Ms. Jessie Shen

Ms. Yin Ping Yvonne Kwong (a fellow of The Hong Kong Institute of Chartered Secretaries)

AUTHORISED REPRESENTATIVES

Mr. Zongjian Cai

Ms. Jessie Shen

Ms. Yin Ping Yvonne Kwong

REGISTERED OFFICE

P.O. Box 31119, Grand Pavilion, Hibiscus Way 802 West Bay Road, Grand Cayman KY1-1205 Cayman Islands

HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN SINGAPORE

80 Pasir Panjang Road

#18-84 Mapletree Business City Singapore 117372

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

40th Floor, Sunlight Tower No. 248 Queen's Road East Wanchai

Hong Kong

Remuneration Committee Ms. Zhao Lu (Chairman) Mr. Zongjian Cai

Mr. Dajian Yu

AUDITOR

KPMG

(Public Interest Entity Auditor registered in accordance with the Financial Reporting Council Ordinance)

LEGAL ADVISER AS TO HONG KONG LAWS

Jingtian & Gongcheng LLP

CORPORATE INFORMATION

LEGAL ADVISER AS TO PRC LAWS

Jingtian & Gongcheng

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Suntera (Cayman) Limited

Suite 3204, Unit 2A, Block 3, Building D P.O. Box 1586, Gardenia Court Camana Bay, Grand Cayman, KY1-1100 Cayman Islands

HONG KONG SHARE REGISTRAR

Computershare Hong Kong Investor Services Limited Shops 1712 - 1716, 17th Floor, Hopewell Centre 183 Queen's Road East

Wanchai

Hong Kong

COMPANY WEBSITEwww.igg.comPRINCIPAL BANKS

Citibank N.A. Singapore Branch

Standard Chartered Bank (Singapore) Limited

The Hongkong and Shanghai Banking Corporation Limited

INVESTOR RELATIONS CONSULTANTS

Strategic Financial Relations Limited

CHAIRMAN'S STATEMENT

2020 was a year full of both obstacles and opportunities. The COVID-19 pandemic not only brought unprecedented challenges to the global economy, changed the way people work, live and play, but also resulted in hastening changes to existing industries and the formation of new business models. The pandemic has also created a new "work from home" normal and catalysed the emergence of the "home-based economy", which has indirectly presented new opportunities for the gaming industry. According to a report published by Newzoo, an internationally renowned data research organisation, the number of gamers reached 2.7 billion globally at the end of 2020, an increase of 4.9% compared with the previous year. At the same time, the global games market reached US$174.9 billion in annual revenue, up 19.6% year-on-year.

To capture the opportunities created by the rapidly growing number of gamers worldwide, IGG drew on its globally-distributed corporate structure and management approach. By combining a high-level global perspective with local insights, we responded rapidly to capture market share. Taking advantage of the extensive global resources we have put in place over the years, we streamlined and refined our game operations, enhanced our marketing campaigns, and sought out innovative promotion channels. In the area of product development, we continued to improve gameplay by upgrading heroes and rolling out new in-game events. On top of accelerating internal research and development, we further strengthened our R&D capability by adding external R&D resources through outsourcing.

The close collaboration between product development and global operations drove our monthly active users from 14.6 million in the previous year to 39 million this year. IGG's top game "Lords Mobile" successfully halted the trend of declining gross billing for two consecutive years and achieved historical gross billing growth in countries such as the United States, Japan, Germany and the United Kingdom, resulting in a record-breaking monthly gross billing of US$66 million.

Leveraging our capabilities and expertise in the strategy game genre, IGG experimented with new genres and different themes for strategy games. Although this is a "trial and error" process that requires tremendous capital investment, we are confident of creating innovative games through diligence, perseverance and ambition. Our new game, the female-oriented "Dress Up! Time Princess", is a testament to such efforts. The game has been well received by gamers since its release last August, and was featured by Apple's App Store and Google Play multiple times in many countries. Its gross billing approached approximately US$3 million in January 2021 after the Group increased marketing spending in the North America and Europe markets in December 2020. In addition, a line-up of new strategy games and an action game are scheduled for launch in 2021.

Games are part of the entertainment industry. As an entertainment company, IGG is committed to always being player-oriented, and will continually strive to provide the best gaming experiences. In the past two years, we have established robust evaluation and testing procedures for R&D. These procedures capture the frequently changing tastes of gamers and the latest market trends, providing R&D with useful data points to revamp or refine games under development. Meanwhile, underperforming projects are consolidated and resources reassigned under a competition system to achieve optimal allocation of resources.

CHAIRMAN'S STATEMENT

Undoubtedly, a strong commitment to R&D is the soul of the gaming industry. In 2020, after surveying major game development hubs across China and taking into account various factors, such as local talent pool, population size and government support, IGG decided to set up R&D centres in Beijing, Shanghai and Chengdu, to strengthen our competitive edge and expand our base in China. As part of our long-term development plan, we successfully bid for a parcel of land in Fuzhou, which will be used for our own office building. Meanwhile, IGG has always been open to collaboration from a strategic investment perspective, and has actively embraced high-calibre R&D teams and high-potential games. Throughout the Year, we entered into strategic investment agreements with dozens of gaming enterprises from different parts of the world, securing a high-quality product pipeline through different modes of collaboration, such as licensing and outsourcing.

In appreciation of the valiant efforts by all our employees in maintaining our normal day to day operations in the midst of the COVID-19 pandemic during 2020, and to help them comply with local government directives to prevent the spread of the coronavirus, IGG recently gave each of our more than 2,000 employees worldwide a US$800 incentive payment, as well as "care packs" to help with the ongoing battle against the pandemic.

Looking ahead, we will continue to embrace our corporate spirit of "Innovators at Work, Gamers at Heart". While adhering to the original aspirations with ambition, commitment and perseverance, we will also continue to stride forward against adversity, with the aim of creating innovative yet classic games.

Zongjian Cai

Chairman and Executive Director

4 March 2021

GLOBAL PRESENCE

Established in 2006, IGG is a renowned developer and publisher of mobile games with a strong global presence and an international customer base of over 1 billion users in total1. Leveraging its success in client and browser PC online games, the Group changed its strategy to target the mobile games market in 2013. Over the years, the Group's mobile games and apps are now available in 23 different languages worldwide with nearly 39 million MAU, and IGG has been listed among the "Top 52 Publishers" globally by App Annie for seven consecutive years. Embracing our corporate spirit of "Innovators at Work, Gamers at Heart", the Group is dedicated to creating high-quality and enjoyable games that will stand the test of time.

IGG is headquartered in Singapore with local offices in the United States, China, Canada, Japan, South Korea, Thailand, Belarus, the Philippines, the United Arab Emirates, Indonesia, Brazil, Turkey, Italy and Spain, and users from more than 200 countries and regions worldwide. Over the years, IGG has aggressively pursued a strategy of globalisation in R&D and operations, establishing long-term relationships with more than 100 business partners, including art studios, advertising channels, as well as global platforms such as Apple, Google, Amazon, and Microsoft. The Group's international presence and partnerships have enhanced its competitive advantage in the industry.

BUSINESS REVIEW

In 2020, the COVID-19 pandemic posed challenges across countries and industries. The pandemic has also created a new "work from home" normal and catalysed the emergence of the "home-based economy". IGG seized the opportunity to enhance the global operation and marketing for "Lords Mobile". At the same time, the Group acquired nearly 100 million users for its mobile apps and succeeded in creating a platform synergy effect, boosting the flagship title "Lords Mobile" to repeatedly hit new record highs in monthly gross billing and leading to growth in annual revenue and net profit.

For the year 2020, the Group recorded total revenue of US$704 million, an increase of 5% year-on-year. Revenue in the second half of 2020 was approximately US$392 million, an increase of 25% over the first half of 2020 as well as year-on-year. The revenue growth was primarily due to the outstanding performance of the flagship title "Lords Mobile", which repeatedly hit new record highs. During the Year, revenue generated from markets in Asia, North America and Europe accounted for 39%, 31% and 23%, respectively, of the Group's total revenue. IGG's net profit reached a record high of US$270 million in 2020, soaring 64% year-on-year, primarily attributable to the outstanding performance of its game business and global investments. IGG achieved a net profit of US$146 million from its core game business2, representing an increase of 4% year-on-year.

  • 1 Users in total: historical accumulated registered users, including game and mobile app users.

  • 2 Net profit for core game business: excluding gain on investments and share of result of associates and joint ventures. Gain on investments arise from other financial assets, including fair value gain on investments, gain on disposal of other financial assets and dividend income.

"Lords Mobile"

"Lords Mobile", released in March 2016, is the Group's first cross-platform, multi-language, real-time game designed for global gamers. With its compelling game play, "Lords Mobile" continues to enjoy enduring popularity and revenue growth in its fifth year of operation. As at 31 December 2020, it has over 370 million registered users worldwide and more than 13.7 million MAU. With regular updates and streamlined game operation, "Lords Mobile" set a new revenue record in 2020, with monthly gross billing rising to over US$66 million.

According to App Annie's daily grossing ranking as at 31 December 2020, "Lords Mobile" ranked top five in 15 and top 10 in 47 countries and regions on Google Play, and top five in 7 and top 10 in 22 countries and regions on Apple's App Store.

In 2021, IGG is partnering up with a well-known Japanese animation studio, TOEI ANIMATION CO., LTD, to introduce their smash hit, Saint Seiya into Lords Mobile, bringing players a refreshing gaming experience.

"Castle Clash"

"Castle Clash" is a fast-paced tower defence game launched in 2013. After eight years, the game still remains popular. Frequent content updates and regular addition of new features have successfully sustained the game's appeal.

New Titles

IGG has achieved a breakthrough in diversifying its game portfolio beyond its core strategy games genre. "Dress Up! Time Princess", a female-oriented dress-up game released in August 2020, offers players a unique combination of interactive stories with character costume customisation. The game has been well-received by gamers since its debut and was featured by Apple's App Store and Google Play multiple times in many countries. Its gross billing approached approximately US$3 million in January 2021 after the Group increased marketing spending in the North America and Europe markets in December 2020. As at February 2021, it has over 6 million registered users worldwide and nearly 1.8 million MAU. The Group will be launching more new titles, including strategy and action games, in 2021, to cater to different segments of the market.

Investments

During the Year, the Group focused on investing in mobile internet and gaming related companies and funds. Several of these investments have performed well. The Group's gain on investments3 leapt to US$127 million, representing an increase of 381% year-on-year. Over the course of the Year, IGG has entered into strategic investment agreements with dozens of gaming companies across the world to strengthen its foothold in the gaming industry. Partnership models include licensed publishing and outsourced game development, which will enrich the Group's game portfolio and create momentum for long-term growth.

Throughout the Year, IGG continued to strengthen its R&D and operations in China. The Group acquired the land use rights of a parcel of land for a new office building in Fuzhou, China, to fulfil its long-term development plans. It has also set up R&D centres in Beijing, Shanghai and Chengdu, which are well-known Technology, Media and Telecom (TMT) talent hubs. The Group will continue to scale up its R&D teams in these cities, and lay a solid foundation for future development.

PROSPECTS

Moving forward, IGG will continue to invest heavily in its R&D and operation teams to deliver innovative and diversified products to customers. Embracing the corporate spirit of "Innovators at Work, Gamers at Heart", IGG will relentlessly pursue its strategy of quality, innovation and excellence to create innovative yet classic games.

KEY FINANCIAL INFORMATION

Year ended 31 December

2020

2019

US$' 000

US$' 000

Revenue

704,128

667,648

Profit for the year

270,204

164,782

Profit for the year attributable to equity shareholders of the Company

270,234

164,794

Adjusted net income*

273,411

168,704

*Adjusted net income represents profit for the year attributable to equity shareholders of the Company excluding share-based compensation. It is considered a useful supplement to the consolidated statement of profit or loss indicating the Group's profitability and operational performance for the financial period presented.

3

Gain on investments arise from other financial assets, including fair value gain on investments, gain on disposal of other financial assets and dividend income.

FINANCIAL REVIEW

Revenue

The Group's revenue for the year ended 31 December 2020 was US$704.1 million, representing an increase of 5% compared to US$667.6 million for the year ended 31 December 2019. The increase was driven by revenue generated from the Group's classic title "Lords Mobile", which achieved a strong rebound during the Year and repeatedly broke new records. Monthly gross billing of "Lords Mobile" surpassed US$66 million at the end of the Year.

The following table sets forth a breakdown of the Group's revenue for the years ended 31 December 2020 and 2019, respectively:

Year ended 31 December

2020

2019

US$' 000

%

US$' 000

%

"Lords Mobile"

603,696

85.7

539,011

80.7

"Castle Clash"

45,946

6.5

75,850

11.4

Others

54,486

7.8

52,787

7.9

Total

704,128

100.0

667,648

100.0

Cost of revenue

The Group's cost of revenue for the year ended 31 December 2020 was US$212.4 million, representing an increase of 4% compared to US$204.9 million for the year ended 31 December 2019, primarily due to the increase in channel costs as a result of higher revenue. Cost of revenue increasing at a smaller percentage than revenue increase was due to lower server cost.

Gross profit and gross profit margin

The Group's gross profit for the year ended 31 December 2020 was US$491.7 million, representing an increase of 6% compared to US$462.8 million for the year ended 31 December 2019, primarily due to the increase in revenue from "Lords Mobile".

The Group's gross profit margin for the year ended 31 December 2020 was 69.8%, representing an increase of 0.5% compared to 69.3% for the year ended 31 December 2019, primarily due to the reduction in server costs.

Other net income

The Group's other net income for the year ended 31 December 2020 was US$131.4 million, representing an increase of 303% compared to US$32.6 million for the year ended 31 December 2019, primarily due to the increase in gain on investments from the Group's successful investments in XD Inc. and other mobile internet and gaming related funds.

Details are set out below in the section headed "Significant investments".

Selling and distribution expenses

The Group's selling and distribution expenses for the year ended 31 December 2020 was US$185.1 million, representing an increase of 12% compared to US$164.9 million for the year ended 31 December 2019, mainly because that the Group stepped up investments in marketing in the second half of the Year. Selling and distribution expenses-to-revenue ratio was 26%, slightly increased by 1% compared to 25% for the year ended 31 December 2019.

Administrative expenses

The Group's administrative expenses for the year ended 31 December 2020 was US$46.2 million, representing a slight increase of 2% compared to US$45.5 million for the year ended 31 December 2019. Administrative expenses-to-revenue ratio was approximately 7%, similar to the year ended 31 December 2019.

Research and development expenses

The Group's research and development expenses for the year ended 31 December 2020 was US$88.9 million, representing a decrease of 4% compared to US$92.5 million for the year ended 31 December 2019. Research and development expenses-to-revenue ratio was 13%, slightly decreased by 1% from 14% for the year ended 31

December 2019, primarily due to the optimisation in R&D projects.

Income tax expenses

The Group's income tax expenses for the year ended 31 December 2020 was US$26.8 million, representing an increase of 6% compared to US$25.2 million for the year ended 31 December 2019, primarily due to the increase in profit before taxation. The Group's effective tax rate decreased from 13% (the year ended 31 December 2019) to 9% for the year ended 31 December 2020, mainly due to the significant unrealised gain on change in fair value of other financial assets.

The Company's subsidiary, IGG Singapore has obtained an extension of the Development and Expansion Incentive ("Incentive") from the Economic Development Board of Singapore. Under the Incentive, IGG Singapore will enjoy a concessionary tax rate of 10% on qualifying income from 2017 to 2019, and 10.5% from 2020 to 2021. Non-qualifying income is subjected to standard corporate tax rate of 17%.

Capital expenditures

During the Year, the Group's capital expenditures were mainly related to purchases of property, plant and equipment, including servers and computer equipment; and intangible assets, such as software, trademark; and the acquisition of land use rights of a parcel of land in Fuzhou, China. Capital expenditures for the years ended 31 December 2020 and 2019 are set forth as below:

Year ended 31 December

2020

2019

US$' 000

US$' 000

Purchase of property, plant and equipment

2,296

26,587*

Purchase of intangible assets

2,014

632

Acquisition of land use rights

16,342**

-

*US$22.076 million of which was related to capital expenditure for the acquisition of Palazzo Magnani Feroni, a historical complex located in Florence, Italy in 2019, and the amount is included in "net cash paid for a business combination".

** It was related to prepayment and deed tax payment for the acquisition of land use rights for a term of 40 years of a parcel of land in Fuzhou, China in 2020. On 15 September 2020, Fuzhou Tianping, an indirect wholly-owned subsidiary of the Company, entered into a land use rights assignment contract with Fuzhou Natural Resources and Planning Bureau in respect of the acquisition of land use rights of the land at a consideration of RMB201 million (equivalent to approximately US$29.5 million). The land is situated at eastern side of Fuguang Road, southern side of Hutang Road, old housing reconstruction project land lot no. 2 at Hutang Village and surrounding area, Jin'an District, Fuzhou, the PRC, with a total site area of 8,910 square metres, designated for business and commercial use. The Group intends to develop the land mainly for the Group's own use. Please refer to the announcement of the Company dated 15 September 2020 for further details. Save as disclosed above, during the Year, there is no property held for development, sale or investment for which the percentage ratios (as defined under rule 14.04(9) of the Listing Rules) exceed 5%.

Liquidity and capital resources and gearing ratio

As at 31 December 2020, the Group had net current assets of US$225.1 million (31 December 2019: US$260.3 million), and the gearing ratio of the Group, calculated as total liabilities divided by total assets, was 21.0% (31

December 2019: 21.4%).

As at 31 December 2020, the Group had cash and cash equivalents of US$280.2 million (31 December 2019:

US$307.1 million).

The Group did not have any bank borrowings or other financing facilities as at 31 December 2020 (31 December 2019: nil).

The table below sets forth selected cash flow data from our consolidated statement of cash flows:

Year ended 31 December

2020

2019

US$' 000

US$' 000

Net cash generated from operating activities

167,714

126,942

Net cash used in investing activities

(33,909)

(29,163)

Net cash used in financing activities

(163,148)

(78,096)

Net change in cash and cash equivalents

(29,343)

19,683

Cash and cash equivalents at 1 January

307,086

287,547

Effect of foreign exchange rate changes

2,493

(144)

Cash and cash equivalents at 31 December

280,236

307,086

Operating activities

Net cash generated from operating activities was US$167.7 million for the year ended 31 December 2020, compared to US$126.9 million for the year ended 31 December 2019. The increase in net cash generated from operating activities was primarily due to i) the increase in operating profit; and ii) the timing difference for settlement of receivables and payables.

Investing activities

Net cash used in investing activities was US$33.9 million for the year ended 31 December 2020, primarily attributable to the acquisition of the land use rights of the land located in Fuzhou, China, equity investments in mobile internet and gaming related companies* and funds, and disposal of other financial assets. Net cash used in investing activities for the year ended 31 December 2019 was US$29.2 million.

Financing activities

Net cash used in financing activities was US$163.1 million for the year ended 31 December 2020, primarily attributable to the payment of dividend and share buy-backs made by the Company during the Year. Net cash used in financing activities for the year ended 31 December 2019 was US$78.1 million.

*For the year ended 31 December 2020, the Group acquired 27 associates and two joint ventures with an aggregate amount of approximately US$50.1 million. These associates and joint ventures are principally engaged in online gaming business.

Foreign currency risk

The Group's sales and purchases for the year ended 31 December 2020 were mostly denominated in USD and SGD. The management team closely monitors foreign exchange exposure to ensure that appropriate measures are implemented in a timely and effective manner. Historically, the Group has not incurred any significant foreign currency exchange loss in its operation.

Legal compliance

As the Group is continuously expanding its businesses worldwide, it is required to comply with the new applicable laws and regulations in different jurisdictions that are specifically relevant to the Group's business, such as laws relating to data protection, internet information security, intellectual property and gaming industry.

Protecting users' personal data is the top priority of operations, and the Group is fully aware that any misuse, loss or leakage of users' data could have a negative impact on affected users and the Group's reputation, and may even lead to potential legal action against the Group. The Group is committed to safeguarding the security of users' personal data. In this regard, the update of privacy policy and the treatment and control measures of users' personal data form part of this commitment. When collecting and processing such data, the Group explains the purpose of the acquired data and obtains the consent of users. Users also have rights to request to modify or delete their personal data. In addition, information security is protected through effective management systems, which keep the personal data anonymous to the maximum extent possible and through internal processing mechanisms of data management, separation of access and access restrictions, which are implemented to ensure the highest level of protection of personal data.

For further details, please refer to the section headed "Corporate Social Responsibility Report - 3.4 Privacy Protection" in this annual report.

Dividend

The Board resolved to declare a second interim dividend and a special dividend, each of HK26.7 cents per ordinary Share (equivalent to US3.4 cents per ordinary Share) for the year ended 31 December 2020, totaled HK53.4 cents per ordinary Share (equivalent to US6.8 cents per ordinary Share).

Together with the interim dividend and special dividend of HK50.2 cents per ordinary Share (equivalent to US6.4 cents per ordinary Share) paid in September 2020, the total dividends per ordinary Share for the year ended 31 December 2020 would be HK103.6 cents per ordinary Share (equivalent to US13.2 cents per ordinary Share), amounting to approximately US$162.1 million (the year ended 31 December 2019: the total dividends of HK30.6 cents per ordinary Share, equivalent to US4.0 cents per ordinary Share).

Share repurchase

The Group had repurchased 56,192,000 Shares during the Year, amounting to US$50.2 million. Taking into account the declared dividends of US$162.1 million for the Year, the declared dividends and total payment of share repurchase would be approximately US$212.3 million, which was 79% of the net profit for the Year. (For the year ended 31 December 2019, the declared dividends and total payment of share repurchase was US$76.3 million, representing 46% of net profit of the year 2019.)

Human resources

As at 31 December 2020, the Group had 2,022 employees (31 December 2019: 1,587).

The Group's total staff-related costs amounted to US$80.2 million for the year ended 31 December 2020 (the year ended 31 December 2019: US$71.4 million).

Significant investments

XD Inc.

As at 31 December 2020, the Group held equity securities listed in Hong Kong at fair value through profit or loss amounting to approximately US$98.1 million, which comprised the equity securities of XD Inc., the shares of which are listed on the Stock Exchange (stock code: 2400). Details of such investment are set out below:

Number of

Dividend

shares held

Percentage of

Fair value

Fair value

Unrealised gain

received/

as at

share capital

as at

as at

on change in

receivable

Name of

31 December

owned by

31 December

31 December

fair value of

during

Realised gain

investee company

2020

the Group

2019

2020

the Year

the Year

of the Year

(US$' 000)

(US$' 000)

(US$' 000)

(US$' 000)

(US$' 000)

XD Inc.

16,235,000

3.58%

53,805

98,106(note)

53,560

-

32,152

Note: The investment resulted in an unrealised exchange gain of approximately US$1,691,000 for the Year.

The Group first acquired approximately 6.84% equity interest of X.D. Network Inc. (ːਗၣഖٰ΅Ϟࠢʮ̡) ("X. D. Network"), a consolidated subsidiary of XD Inc., from an Independent Third Party on 25 December 2018 at a consideration of approximately US$31.6 million. In order to reflect the onshore shareholding structure of X.D. Network as part of the corporate reorganisation (the "Reorganisation") of XD Inc. in preparation for the listing, XD Inc. allotted and issued 24,648,000 shares to the Group on 27 May 2019, representing approximately 6.84% of the issued share capital of XD Inc. immediately after the Reorganisation and approximately 5.81% of the issued share capital of XD Inc. immediately after the global offering of XD Inc. On 8 January 2020, after the issuance and allotment of shares of XD Inc. as a result of the full exercise of an over-allotment option, the Group's equity interest in XD Inc. decreased to 5.76%. As of 31 December 2020, the Group completed the sale of 8,413,000 shares of XD Inc. The investment cost and fair value of the Group's interests in XD Inc. comprised approximately 3.50% and 15.58% of the total assets of the Group as at 31 December 2020, respectively. XD Inc. is principally engaged in the development and operation of games in the PRC and overseas, and it also operates TapTap, a leading game community and platform in the PRC. Based on the annual report of XD Inc. published on 28 April 2020, for the year ended 31 December 2019, its audited total revenue was approximately RMB2,838.1 million and profit attributable to its equity holders was approximately RMB346.6 million. XD Inc. has achieved rapid growth in its financial performance after going public in 2019 and the Group is optimistic about the future prospects of XD Inc. amid robust development of the PRC and overseas mobile game market.

MFund, L.P.

As at 31 December 2020, the Group held interest of MFund, L.P., a private equity fund, as an unlisted security investment at fair value through profit or loss amounting to approximately US$52.5 million. Details of such investment are set out below:

Unrealised

Dividend

Percentage

Fair

Fair

gain on

received/

of interests

value as at

value as at

change in fair

receivable

Realised

Name of

held by

31 December

31 December

value of the

during the

gain of

investee

the Group

2019

2020

Year

Year

the Year

(US$' 000)

(US$' 000)

(US$' 000)

(US$' 000)

(US$' 000)

MFund, L.P.

4.37%

13,021

52,535

39,514

2,150

-

The Group first entered into a limited partnership agreement with an Independent Third Party in respect of MFund, L.P., a private equity fund established in the Cayman Islands, in August 2014. The Group, as a limited partner, undertook to subscribe for the share of assets in MFund, L.P. at a sum of US$3.0 million, accounting for approximately 4.37% interests. MFund, L.P. has a diversified investment portfolio, which includes equity investments in both listed and non-listed entities in sectors such as e-commerce, media, telecommunications, online and mobile games, education, travel, and social networks, etc. The investment cost and fair value of the Group's interests in MFund, L.P. comprised approximately 0.48% and 8.34% of the total assets of the Group as at 31 December 2020, respectively.

The Group's investment objective in respect of XD Inc. and MFund, L.P. is to increase the value of its investments with an ultimate objective of enhancing returns for the Shareholders. The Group invests in investee companies with large-scale operations and stable results and private equity investment funds with outstanding investment performance and reputation in the global investment industry that the Board believes will benefit the growth of the Group's core business. The Group will continue to adopt a prudent investment strategy and cautious approach in assessing the performance of the investments, so as to make timely and appropriate adjustments to its investments holdings with a view to minimising risks and generating favorable returns for the Shareholders.

Save as disclosed above, there were no other significant investments held by the Group as at 31 December 2020.

Material acquisitions, disposals of subsidiaries, associates and joint ventures

For the Year, the Group acquired 27 associates and two joint ventures with an aggregate amount of approximately US$50.1 million. These associates and joint ventures are principally engaged in online gaming business. The Directors consider that the associates and joint ventures are individually immaterial.

The Group did not have any material acquisition or disposal of subsidiaries, associates and joint ventures during the year ended 31 December 2020.

Capital commitment

As at 31 December 2020, the Group had a capital commitment of approximately US$25.2 million, mainly comprised the final instalment for the acquisition of land use rights of the land in Fuzhou, China, and contracted amount of investments in mobile internet and gaming related companies and funds (31 December 2019: US$0.2 million).

Charges on assets

As at 31 December 2020, no asset of the Group was pledged as a security for bank borrowing or any other financing activities (31 December 2019: nil).

Contingent liabilities

The Group had no significant contingent liabilities as at 31 December 2020 (31 December 2019: nil).

DIRECTORS

Executive Directors

Mr. Zongjian Cai (ᇹ֚ܔ), aged 43, was appointed as an executive Director of the Company on 31 October 2007 and is the chairman of the Board and chief executive officer of the Group. Mr. Cai is one of the Founders of the Group and is primarily responsible for the corporate strategic planning and overall business development of the Group. Mr. Cai also acts as a director of the Company's subsidiary, Skyunion Hong Kong Holdings Limited. Mr.

Cai has approximately 21 years of experience in online game industry. He worked at Fujian NetDragon Computer Information Network Technology Co., Ltd.* (၅ܔၣᎲࠇၑዚڦࢹၣഖҦஔϞࠢʮ̡), as a vice president from May 2000 to November 2003 and piloted the development of 17173.com. Mr. Cai also worked as the chief executive officer of 17173.com, which was acquired by Sohu.com Inc., a company listed on NASDAQ (Stock Code: SOHU), from November 2003 to January 2005 and a consultant for both Beijing Sohu New Era Information Technology Co.,

Ltd.* (̏ԯฤُอࣛ˾ڦࢹҦஔϞࠢʮ̡) and 17173.com from January 2005 to June 2005. Mr. Cai graduated from Fuzhou University (၅ψɽኪ) with a college diploma in computer and accounting in June 1998.

Mr. Yuan Xu (஢ʩ), aged 46, was appointed as an executive Director of the Company on 21 August 2015 and is the Group's chief operating officer. Mr. Xu has approximately 21 years of experience in corporate management. He joined the Group in September 2007 and is primarily responsible for global operation strategies of the Group. Prior to joining the Group, Mr. Xu worked as a graduate researcher at University of California, Santa Cruz, from September 1999 to July 2004. He also worked at Nanoconduction Inc. as a project leader from September 2004 to June 2007.

Mr. Xu graduated from Beijing University of Technology (̏ԯʈุɽኪ) with a bachelor's degree in applied physics in July 1998. He also graduated from University of California, Santa Cruz, with a degree of doctor of philosophy in electrical engineering in June 2004.

Mr. Hong Zhang (ੵ᮷), aged 49, was appointed as an executive Director on 21 August 2015 and is the Group's chief technology officer and senior vice president of global operations. Mr. Zhang has approximately 24 years of experience in information technology industry. He joined the Group in December 2008 and is primarily responsible for the overall technology operation of the Group. Prior to joining the Group, Mr. Zhang worked at Charles Schwab as a senior staff technology from August 2000 to November 2005. He was also employed by Corporate Computer Services Inc. from November 2005 to November 2008 as a software engineer, assigned to Barclays Global Investors as an information technology consultant. Mr. Zhang graduated from Zhejiang University (एϪɽኪ) with a bachelor's degree in engineering in June 1994, a master's degree in engineering in June 1997. He also graduated from University of California, San Francisco, with a master's degree in science in September 2000.

* For identification purpose only

Ms. Jessie Shen (ӏᆎᑜ), aged 50, was elected as an executive Director on 3 June 2016 and is the Group's chief financial officer and one of the joint company secretaries. Ms. Shen also acts as a director of IGG Taiwan Ltd., a subsidiary of the Company. Ms. Shen has approximately 24 years of experience in accounting and corporate management. She was appointed as the chief financial officer of the Group on 10 November 2014. She joined the Group in March 2009 as the senior vice president of finance and has been primarily responsible for corporate finance, accounting, legal and listing compliance matters on the Stock Exchange. Prior to joining the Group, she worked as an auditor at Diwan, Ernst & Young from July 1992 to August 1994, and a finance associate manager of Aurora Corporation, a company listed on the Taiwan Stock Exchange (Stock Code: 2373), from March 1995 to March 1998 and from August 2001 to January 2002. Ms. Shen also held finance and company secretary positions at Rock Mobile Group from January 2003 to March 2007. She worked at Neo Solar Power Corp., a company listed on Taiwan Stock Exchange (Stock Code: 3576), as a finance manager from December 2007 to March 2009. Ms. Shen graduated from Tunghai University with a bachelor's degree in accounting in June 1992. She also graduated from Rutgers, The State University of New Jersey with a master's degree in business administration in October 1999.

Ms. Shen passed the examination of American Institute of Certified Public Accountants (AICPA), Certified Public Accountant examination in Taiwan, Certified Internal Auditor examination by the Institute of Internal Auditors, and the certification examination by Taiwan Institute of Internal Auditors* (ʕശ͏਷ʫ௅ᇆࣨ՘ึ).

Mr. Feng Chen (௓ᔮ), aged 48, was elected as an executive Director on 3 June 2016 and was one of the individual investors investing in the Company prior to the listing of the Company on the Stock Exchange in 2013. In April 2014,

Mr. Chen joined the Company as the senior vice president of corporate strategy and has been responsible for leading several strategic investments made by the Company in external startups and internal incubated projects. Mr. Chen also acts as a director of the Company's joint ventures, Tap Media Technology Inc. and Chinese ABC Ltd., as well as a director of the Company's associates, Fujian Tianzhi Internet Information Technology Co., Ltd.* (၅ܔ˂қʝᑌ ڦࢹ߅Ҧٰ΅Ϟࠢʮ̡) and Fuzhou Yunding Network Technology Co., Ltd.* (၅ψථ௟ၣഖ߅ҦϞࠢʮ̡). Mr. Chen also acted as a non-executive director of XD Inc., a company listed on the Stock Exchange (Stock Code: 2400), from June 2019 to December 2020. Prior to joining the Company, from July 1996 to August 2001, Mr. Chen served as a senior design engineer at Broadcom Corporation (currently known as Broadcom Ltd.), an American fabless semiconductor company, and was responsible for the development of one of the world's first DOCSIS standard compliant cable modem chipset. From May 2002 to June 2007, Mr. Chen served various positions at NetDragon Websoft Holdings Limited (ၣᎲၣഖછٰϞࠢʮ̡), an online game developer and operator in the PRC listed on the Stock Exchange (Stock Code: 777), including the senior vice president of overseas business development. In August 2007, Mr. Chen founded Ingle Games Ltd., a publisher that aimed at publishing MMORPG games developed by Chinese game developers in the western market, and served as the chief executive officer of Ingle Games Ltd. from August 2007 to December 2010. From March 2011 to March 2014, Mr. Chen served as the senior vice president of overseas development at 91.com, a mobile internet distribution platform in the PRC. Mr. Chen graduated from University of California, Los Angeles with a Master of Science Degree in electrical engineering in 1995.

* For identification purpose only

Non-executive Director

Mr. Yuan Chi (ϫʩ), aged 64, was re-designated as a non-executive Director on 21 August 2015. Mr. Chi is one of the Founders of the Group and also acts as a director of the Company's subsidiary, Skyunion Hong Kong Holdings Limited. Mr. Chi has approximately 23 years of experience in the information technology industry. Prior to joining the Group, Mr. Chi worked as the general manager of Fujian Window Network Information Co., Ltd.* (၅ܔʘ೿ ၣഖڦࢹϞࠢʮ̡) (www.66163.com) from April 1998 to June 2007. He was the vice president of Fujian Rongji Software Co., Ltd.* (၅ܔ࿰ਿழ΁ٰ΅Ϟࠢʮ̡), a company listed on Shenzhen Stock Exchange (Stock Code: 002474), from November 2000 to September 2003. Mr. Chi also worked at Fujian NetDragon Computer Information Network Technology Co., Ltd.* (၅ܔၣᎲࠇၑዚڦࢹၣഖҦஔϞࠢʮ̡), from October 2003 to November 2007.

Mr. Chi graduated from Fuzhou University (၅ψɽኪ) with a bachelor's degree in water resources and hydropower engineering in July 1982 and a master's degree in hydraulic structure in March 1990.

Independent Non-executive Directors

Dr. Horn Kee Leong (૑ဏਿ), aged 69, was appointed as an independent non-executive Director on 16 September 2013. Dr. Leong is currently the chairman of CapitalCorp Partners Private Limited. He has been Singapore's Non-resident High Commissioner to Cyprus since July 2014. Since 1983, until prior to joining CapitalCorp Partners Private Limited, Dr. Leong held various management positions including as an executive director and consultant of Far East Organization Centre Pte. Ltd., the chief executive officer of Yeo Hiap Seng Ltd, the managing director of Orchard Parade Holdings Limited, a corporate finance director of Rothschild (Singapore) Limited. From 1977 to 1983, Dr.

Leong held various positions at the Ministry of Finance and at the Ministry of Trade & Industry of Singapore. He was a member of Parliament of Singapore from 1984 to 2006. He was Singapore's non-resident ambassador to Mexico from September 2006 to February 2013. In addition to the above, Dr. Leong currently holds or held directorships in the following listed companies in the past three years preceding the date of this annual report:

* For identification purpose only

Period

Name of company

Position

8 January 2019 - present

ESR Funds Management (S) Limited, which is the management company of ESR-REIT listed on Singapore Stock Exchange

Independent non-executive director

28 July 2018 - present

CSC Holding Limited, listed on Singapore Stock ExchangeIndependent non-executive chairman

10 June 2013 - present

SPH Reit Management Pte Ltd, which is the management company of SPH Reit listed on Singapore Stock Exchange

Chairman of the board

10 October 2013 - 7 February 2019

VIVA Industrial Trust ManagementChairman of the board

Pte Ltd, which is the management company of Viva Industrial Trust listed on Singapore Stock Exchange

19 January 2001 - 20 July 2018

Tat Hong Holdings Ltd, listed on Singapore Stock ExchangeChairman of the board, Independent non-executive director

Dr. Leong graduated from Loughborough University with a bachelor's degree of technology in production engineering and management in July 1975. He completed distance learning and obtained a bachelor's degree of science in economics from University of London in August 1979 and he also finished part-time study and obtained a bachelor's degree of arts in Chinese Language and Literature from Beijing Normal University (̏ԯࢪᇍɽኪ) in March 2009.

Dr. Leong graduated from the European Institute of Business Administration (INSEAD) with a master's degree of business administration in 1980 and he also finished part time study and obtained a master's degree of business research from the University of Western Australia in September 2009. He also graduated from the University of Western Australia with the degree of doctor of business administration in September 2013.

Mr. Dajian Yu (Яɽ਺), aged 72, was appointed as an independent non-executive Director on 16 September 2013.

Mr. Yu has over 20 years of experience in venture capital investment and in senior management in semiconductor, electronic, IT and pharmaceutical industries. Since 2010, he has been the vice president of Silicon Valley China Venture Management LLC and the director of several portfolio companies, Kinetic Technologies, Consensic International Inc., and Tricopian, LLC. He has also been the partner of BayHill Partners since 1999. Mr. Yu held senior management positions at several companies, including director of operations at General Parametrics Corporation from 1985 to 1996, vice president at Topology Corporation from 1996 to 1999, and vice president of Fuzhou Tianmeng from 2009 to 2010. Mr. Yu graduated from South China University of Technology (ശیଣʈ ɽኪ) (formerly known as South China Technology College* (ശیʈኪ৫)) with a bachelor's degree in electrical engineering in July 1982.

Ms. Zhao Lu (௔১), aged 53, was appointed as an independent non-executive Director on 16 September 2013.

Ms. Lu is currently the president of Fujian New Media Animation Game Associate* (၅ܔ޲ਗဘ༷Ꮥ՘ึอద᜗ପ ุᑌຑ) and also serves as the general manager to Fuzhou Lingdong Network Science and Technology Co., Ltd.*

(၅ψᜳਗၣഖ߅ҦϞࠢʮ̡). Ms. Lu was the vice president of Amphenol AssembleTech (Ningde) Co., Ltd.* (τ൬ ፕ(ྐྵᅃ)ཥɿϞࠢʮ̡) from September 2016 to October 2018. She was the general manager of Fuzhou Lingdong Network Science and Technology Co., Ltd.* (၅ψᜳਗၣഖϞࠢʮ̡) from February 2009 to December 2012 and the general manager of Tian Liang Customer Service* (˂ڥ܄؂) of Fujian NetDragon Computer Information Network Technology Co., Ltd.* (၅ܔၣᎲࠇၑዚၣഖڦࢹҦஔϞࠢʮ̡), from December 2003 to February 2009. Ms. Lu graduated from Beijing University of Posts and Telecommunications (̏ԯඉཥɽኪ) (formerly known as Beijing Institute of Posts and Telecommunications* (̏ԯඉཥኪ৫)) with a bachelor's degree in compunication in July 1989.

SENIOR MANAGEMENT

Mr. Zongjian Cai, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Jessie Shen and Mr. Feng Chen are also members of senior management. Please refer to their biography details in the subsection headed "Executive Directors" above.

* For identification purpose only

CORPORATE GOVERNANCE CODE

The Company is committed to the establishment of good corporate governance practices and procedures with a view towards being a transparent and responsible organisation which is open and accountable to the Shareholders.

The Board strives to adhere to the principles of corporate governance and has adopted sound corporate governance practices to meet the legal and commercial standards, while focusing on areas such as internal control and risk management, as well as fair disclosure and accountability to all Shareholders to ensure the transparency and accountability of all operations of the Company.

The Company believes that effective corporate governance is essential to create more value for its Shareholders.

The Board will continue to review and improve the corporate governance practices of the Group from time to time to ensure that the Group is led by an effective Board in order to optimize return for Shareholders.

The Company is committed to maintaining high standards of corporate governance in the best interests of Shareholders. During the year ended 31 December 2020, except for the deviation from code provision A.2.1 of the Corporate Governance Code, the Company has complied with the code provisions of the Corporate Governance Code.

Under code provision A.2.1 of the Corporate Governance Code, the roles of the chairman and chief executive officer should be separate and should not be performed by the same individual. The Group does not at present separate the roles of the chairman and chief executive officer. Mr. Zongjian Cai is the chairman and chief executive officer of the Group. He has extensive experience in online game industry and is responsible for the overall corporate strategic planning and business development of the Group. The Board considers that vesting the roles of chairman and chief executive officer in the same individual can provide strong leadership to the Group and ensures efficient execution of corporate plans and objectives. In addition, the balance of power and authorities is ensured by the composition of the Board, which comprises experienced and high caliber individuals. The Board currently comprises five executive Directors, one non-executive Director and three independent non-executive Directors, who would be able to offer advice from different perspectives. All major decisions are made by the Board members in consultation with the management team of the Company. Based on the above, the Board considers that the current arrangement has appropriate checks and balance of power in place to safeguard the interest of the Group and the Shareholders as a whole.

BOARD OF DIRECTORS

The overall management of the Company's operation is vested in the Board. The Board takes overall responsibilities to oversee all major matters of the Group, including the formulation and approval of all policy matters, overall strategic development of the Group, monitoring and controlling the Group's operation and financial performance, internal control and risk management systems, and monitoring of the performance of the management team of the Group. The Directors have to make decisions objectively in the interests of the Company.

The day-to-day management, administration and operation of the Company are delegated to the chief executive officer and the management team of the Company. The delegated functions and work tasks are periodically reviewed.

The Board currently comprises nine Directors, consisting of five executive Directors, Mr. Zongjian Cai (the chairman of the Board), Mr. Yuan Xu, Mr. Hong Zhang, Ms. Jessie Shen and Mr. Feng Chen, one non-executive Director, Mr.

Yuan Chi, and three independent non-executive Directors, Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu.

All Directors have given sufficient time and attention to the affairs of the Group. Each executive Director is suitably qualified for his/her position, and has sufficient experience to hold the position so as to carry out his/her duties effectively and efficiently.

To the best knowledge of the Company, there is no other financial, business or family relationship among the members of the Board. The biographical details of the Directors are set out in the section headed "Biographical Details of Directors and Senior Management" of this annual report.

During the year ended 31 December 2020, the Company has complied with Rule 3.10(1) of the Listing Rules to appoint at least three independent non-executive Directors. In addition, at least one independent non-executive Director possesses appropriate professional accounting qualifications or financial management expertise in accordance with Rule 3.10(2) of the Listing Rules. The Company has appointed three independent non-executive Directors representing one-third of the Board and is in compliance with Rule 3.10A of the Listing Rules.

Board Diversity Policy

Pursuant to the Corporate Governance Code, the Board adopted a board diversity policy on 19 September 2013 which was subsequently updated on 29 December 2018. The diversity policy sets out the basic principles to ensure that the Board has the requisite knowledge of the Company and experience in different business and cultural conditions of different regions and markets and a variety of perspectives necessary to maintain and enhance the overall effectiveness of the Board and taking account of succession planning. All Board appointments will continue to be made on a merit basis based on the Group's business needs from time to time while taking into account the benefit of diversity. The Company will ensure that the Board has a balance of skills, experience and diversity ofperspectives necessary to enhance the effectiveness of the Board and to maintain high standards of corporate governance. Selection of board candidates will be based on a range of factors with reference to the Company's business needs, including but not limited to age, gender, nationality, educational background, industry and professional experience. The nomination committee of the Board will select board members in accordance with the Company's nomination policy and will also give consideration to the board diversity policy. The nomination committee will review the board diversity policy at least annually to ensure its continued effectiveness.

Taking into account the nature and scope of the Group's business, the nomination committee is of the opinion that the current Board has a strong element of independence and is well-balanced in terms of gender, age, professional experience, skills and knowledge; and that the current composition and size of the Board is appropriate and adequate.

Model Code

During the year ended 31 December 2020, the Company has also adopted the Model Code as its code of conduct regarding securities transactions by the Directors. Having made specific enquiry with all Directors, all Directors confirmed that they have complied with the required standards set out in the Model Code regarding directors' securities transactions during the year ended 31 December 2020.

Independent Non-Executive Directors

Independent non-executive Directors have played a significant role in the Board by bringing their independent judgment at Board meetings and scrutinizing the Group's performance. Their views carry significant weight in the Board's decisions, in particular, they bring an impartial view to bear on issues of the Group's strategy, performance and control. All independent non-executive Directors possess extensive academic, professional and industry expertise and management experience and have provided their professional advices to the Board. The independent non-executive Directors provide independent advice on the Group's business strategy, results and management so that all interests of Shareholders can be taken into account, and the interests of the Company and its Shareholders can be protected.

The Board has three independent non-executive Directors with one of the independent non-executive Directors, Dr.

Horn Kee Leong, possessing appropriate professional accounting qualifications and financial management expertise in compliance with the requirements set out in Rule 3.10(2) of the Listing Rules.

The Company has received annual confirmations of independence from each of the existing independent non-executive Directors in accordance with Rule 3.13 of the Listing Rules. Based on the contents of such confirmations, the Company considers that all the independent non-executive Directors are independent and that they have met the specific independence guidelines as set out in Rule 3.13 of the Listing Rules during the year ended 31 December 2020.

Training and Support for Directors

All Directors must keep abreast of their collective responsibilities. Any newly appointed Director would receive an induction package covering the Group's operations, businesses, governance policies and the statutory regulatory obligations and responsibilities of a director of a listed company. The Directors have been informed of the requirement under code provision A.6.5 of the Corporate Governance Code regarding continuous professional development. According to the records provided by the Directors, the current Directors received the following training with an emphasis on the roles, functions and duties of a director of a listed company in compliance with the requirement of the Corporate Governance Code on continuous professional development for the year ended 31

December 2020:

Accounting/Financial/

Corporate Governance/Updates

Management or Other

on Laws, Rules and Regulations

Professional Skills

Attend

Attend

Read Seminars/

Read Seminars/

Name of Director

Materials Briefings

Materials Briefings

Executive Directors

Mr. Zongjian Cai

(Chairman and chief executive officer)

Mr. Yuan Xu

Mr. Hong Zhang

Ms. Jessie Shen

Mr. Feng Chen

Non-executive Director

Mr. Yuan Chi

Independent non-executive Directors

Dr. Horn Kee Leong

Mr. Dajian Yu

Ms. Zhao Lu

Directors' and Officers' Insurance

The Company has arranged appropriate insurance cover in respect of potential legal actions against its Directors and officers.

Dividend Policy

The Board adopted the dividend policy on 29 December 2018 in order to enhance transparency of the Company and facilitate shareholders and investors to make informed investment decision. The Board is committed to provide sustained dividends to the Shareholders, and the dividend policy sets the foundation to determine a prudent and disciplined dividend payment to shareholders while preserving the Company's liquidity to capture future growth opportunities. The Board will determine the level of dividends after considering the factors of the Company including (i) the results of operations, (ii) cash flows, (iii) future prospects, (iv) financial condition, (v) economic and political conditions of the business environment, (vi) share buy-back and (vii) the statutory and regulatory restrictions on the payment of dividends and other factors as may be considered relevant by the Board. The Board will from time to time review the dividend policy as appropriate to ensure its continued effectiveness. The Board will also continue to consider the return of capital to the Shareholders through share buy-back as an opportunity to enhance earnings per share.

Meetings

The Board meets to discuss the overall strategy as well as the operation and financial performance of the Group from time to time. Directors may participate either in person or through electronic means of communications. During the year ended 31 December 2020, 18 Board meetings and two general meetings were held.

The individual attendance record of each Director at the Board meetings and the general meetings of the Company held during the year ended 31 December 2020 is set out below:

Attendance/Attendance/Name of Director

Number of Board Meetings eligible to attend

Number of

General Meetings eligible to attend

Executive Directors

Mr. Zongjian Cai (Chairman and chief executive officer) Mr. Yuan Xu

18/18 2/2

18/18 2/2

Mr. Hong Zhang Ms. Jessie Shen Mr. Feng Chen

18/18 2/2

18/18 2/2

18/18 2/2

Non-executive Director Mr. Yuan Chi

18/18 2/2

Independent non-executive Directors

Dr. Horn Kee Leong 18/18 2/2

Mr. Dajian Yu Ms. Zhao Lu

18/18 2/2

18/18 2/2

All Directors are provided with relevant materials relating to the matters brought before the meetings. They have separate and independent access to the management team and the company secretary of the Company at all times and may seek independent professional advice at the Company's expense. Where queries are raised by Directors, steps would be taken to respond as promptly and comprehensively as possible. All Directors have the authority to include matters in the agenda for Board meetings. Notices are given to the Directors at least 14 days before Board meetings and the procedures for Board meetings comply with the Articles of Association, as well as relevant rules and regulations.

Appointments, Re-election and Removal of Directors

Each of the executive Directors has entered into a service contract with the Company for a specific term of three years commencing from the date of the respective service contracts and will automatically continue thereafter until terminated by not less than three months' notice in writing served by either party on the other, which notice shall not expire until after the fixed term.

Each of the non-executive Director and independent non-executive Directors has entered into a service contract with the Company for a specific term of three years commencing from the date of the respective service contracts and will automatically continue for another three years thereafter until terminated by not less than two months' notice in writing served by either party on the other, which notice shall not expire until after the fixed term.

The Directors are subject to retirement by rotation and re-election at an annual general meeting of the Company at least once every three years in accordance with the Articles of Association.

The Articles of Association provide that any Director appointed by the Board to fill a casual vacancy in the Board shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting, and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. No Director proposed for re-election at the forthcoming annual general meeting has a service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than normal statutory obligations.

Board Committees

The Board has established (i) audit committee; (ii) remuneration committee; and (iii) nomination committee, with defined terms of reference. The terms of reference of the Board committees which explain their respective role and the authority delegated to them by the Board are available on the website of the Company atwww.igg.comand the website of the Stock Exchange atwww.hkexnews.hk. The Board committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice and other assistance in appropriate circumstances, at the Company's expense.

Audit Committee

The Board has established an audit committee on 5 December 2008, with written terms of reference which were amended on 29 December 2018 with reference to the changes relating to Corporate Governance Code. The primary duties of the audit committee are, among other things, to review and to supervise the financial reporting process and risk management and internal control systems of the Group. The audit committee comprises all independent non-executive Directors, namely, Dr. Horn Kee Leong (chairman of the audit committee), Mr. Dajian Yu, and Ms. Zhao Lu.

The audit committee had reviewed the Group's audited annual results for the year ended 31 December 2019 and the Group's unaudited interim results for the six months ended 30 June 2020, and was of the opinion that the preparation of the relevant financial statements complied with the applicable accounting standards and requirements and that adequate disclosure has been made. The audit committee has also reviewed the accounting principles and practices adopted by the Group, and selection and appointment of the external auditors. In addition, the audit committee reviewed annually the internal control systems of the Group during the year ended 31 December 2020. During the year ended 31 December 2020, the audit committee held two meetings with the external auditors without the presence of any members of management of the Company.

During the year ended 31 December 2020, two meetings were held by the audit committee. The individual attendance record of each member of the audit committee at the meetings of the audit committee is set out below:

Attendance/

Number of Committee Meetings eligible

Name of Director

to attend

Dr. Horn Kee Leong 2/2

Mr. Dajian Yu 2/2

Ms. Zhao Lu 2/2

Remuneration Committee

The Board established a remuneration committee on 5 December 2008 with written terms of reference in compliance with the Listing Rules. The primary duties of the remuneration committee are, among other things, to evaluate the performance, and to make recommendation to the Board on the remuneration package of the Directors and senior management. The remuneration committee consists of three members, namely, the independent non-executive Directors, Ms. Zhao Lu (chairman of the remuneration committee) and Mr. Dajian Yu, and the executive Director, Mr.

Zongjian Cai.

For the year ended 31 December 2020, the remuneration committee surveyed peer companies' remuneration packages and reviewed the remuneration packages of the executive Directors and the senior management. The remuneration committee also reviewed granting of share options under the Share Option Scheme and granting of awarded shares under the Share Award Scheme and benefit plans to key employees.

For the year ended 31 December 2020, five meetings were held by the remuneration committee. The individual attendance record of each member of the remuneration committee at the meetings of the remuneration committee is set out below:

Attendance/

Number

of Committee

Meetings eligible

Name of Director

to attend

Ms. Zhao Lu

5/5

Mr. Zongjian Cai

5/5

Mr. Dajian Yu

5/5

Nomination Committee

The Board established a nomination committee on 16 September 2013 with written terms of reference in compliance with the Listing Rules. The terms of reference were amended on 29 December 2018 with reference to the changes relating to Corporate Governance Code. The primary duties of the nomination committee are, among other things, to nominate potential candidates for directorship, to review the nomination of directors, to make recommendations to the Board on terms of such appointment and review the board diversity policy. Their written terms of reference are in line with the Corporate Governance Code provisions. The nomination committee consists of four members, namely, the independent non-executive Directors, Dr. Horn Kee Leong (chairman of the nomination committee), Mr. Dajian Yu, Ms. Zhao Lu and the executive Director, Mr. Zongjian Cai.

During the year ended 31 December 2020, the nomination committee reviewed the structure, size and composition of the Board, and the nomination of candidates for directorship and made recommendations to the Board on terms of such appointment.

During the year ended 31 December 2020, one meeting was held by the nomination committee. The individual attendance record of each member of the nomination committee at the meeting of the nomination committee is set out below:

Attendance/

Number of

Committee Meeting eligible

Name of Director

to attend

Dr. Horn Kee Leong 1/1

Mr. Dajian Yu 1/1

Ms. Zhao Lu 1/1

Mr. Zongjian Cai 1/1

Nomination Policy

Pursuant to the Corporate Governance Code, the Board adopted a nomination policy on 29 December 2018. The nomination policy provides guidelines to the nomination committee on the selection of suitable candidates for directorship. The selection criteria include but not limited to (i) reputation for integrity, (ii) commitment in respect of available time, and (iii) creativity and professional knowledge in the business operation of the Company. Board diversity will continue to be an important aspect for the nomination committee in assessing the suitability and capability of a proposed candidate to become a Board member and in making recommendations to the Board of individuals nominated for directorships. The nomination committee will also base on the aforesaid selection criteria to make recommendations to the Board on the appointment or re-appointment of Directors and when considering succession planning for the Board. The nomination committee will from time to time review the nomination policy as appropriate to ensure its continued effectiveness.

Corporate Governance Function

The Company's corporate governance function is carried out by the Board pursuant to a set of written terms of reference adopted by the Board in compliance with the Listing Rules, which include (a) to develop and review the Company's policies and practices on corporate governance and make recommendations to the Board; (b) to review and monitor the training and continuous professional development of the Directors and the management team of the Group; (c) to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements; (d) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees of the Group and the Directors; and (e) to review the Company's compliance with the Corporate Governance Code set out in Appendix 14 to the Listing Rules and disclosure in the corporate governance report. During the year ended 31 December 2020, the Board reviewed and determined the policy for the corporate governance of the Company.

Joint Company Secretaries

The joint company secretaries of the Company are Ms. Jessie Shen and Ms. Yin Ping Yvonne Kwong. Ms. Yin Ping Yvonne Kwong, vice president of SWCS Corporate Services Group (Hong Kong) Limited, an external service provider, has been engaged by the Company as its company secretary to act jointly with Ms. Jessie Shen. The primary contact person at the Company is Ms. Jessie Shen. Both Ms. Jessie Shen and Ms. Yin Ping Yvonne Kwong have informed the Company that they have taken no less than 15 hours of relevant professional training during the year ended 31 December 2020. Their trainings satisfied the requirements under Rule 3.29 of the Listing Rules.

FINANCIAL REPORTING

The Board, supported by the chief financial officer and the finance department, is responsible for the preparation of the financial statements of the Company and the Group for each financial year which shall give a true and fair view of the financial position, performance and cash flow of the Company and its subsidiaries for each financial year.

The Board is not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Group's ability to continue as a going concern.

The responsibilities of KPMG, the Company's external auditor, on the financial statements are set out in the section headed "Independent Auditor's Report" in this annual report.

Auditor's Remuneration

The audit committee of the Company is responsible for making recommendation to the Board on the appointment, re-appointment and removal of the external auditors of the Company and to approve the remuneration and terms of engagement of the external auditors, and any questions of resignation or dismissal of the external auditors. The Company engages KPMG as its external auditor. Details of the fees paid/payable to KPMG during the year ended 31 December 2020 are as follows:

USD' 000

Audit services

254

Non-audit services

- interim review services

180

- tax services

31

Total

465

RISK MANAGEMENT AND INTERNAL CONTROL

The Board is responsible for evaluating and determining the nature and extent of the risk the Company is willing to take to achieve the Group's strategic objectives, and ensuring that the Group establishes and maintains appropriate and effective risk management and internal control systems. The Board has developed its internal management systems, which include but not limited to the following processes:

h

The Board receives regular updates from the management team and reviews the Group's business plan, financial results, investment strategies and business indicators to ensure that the business risks are identified and managed;

  • h The management team supervises the Group's business performance on an on-going basis via regular meetings with respective departments and project teams, to identify potential risks and develop strategies to address the risk;

  • h The Group monitors a wide range of indicators, such as game statistics, player feedbacks and employee turnover rate, and responds promptly if any risk indicators arise;

  • h The Group works with external legal, accounting, tax, and other professional advisers at various jurisdictions to ensure that it is in compliance with relevant legislation and regulations; and

  • h The internal audit department performs independent review on the internal control systems and operational activities, and presents its findings to the Board on a regular basis.

However, the risk management and internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board is responsible for overseeing the management in the design, implementation and monitoring of such systems, and reviewing and maintaining appropriate and effective risk management and internal control systems.

During the year ended 31 December 2020, the Board has conducted quarterly reviews of the risk management and internal control systems of the Group and considered the risk management and internal control systems of the Group have been implemented effectively and are adequate. Such reviews covered financial, compliance and operational controls. The Board has also discussed the business risk, financial risk, compliance risk, operational risk and other risks.

In addition, the Board has reviewed and considered that the resources, staff qualifications and experience, training programmes and budget of the Company's accounting, internal audit, legal and financial reporting functions are adequate and effective and have complied with the provisions of the Corporate Governance Code during the year ended 31 December 2020.

The Group attaches utmost importance to the proper handling and dissemination of inside information. Internal policies are put in place to ensure that inside information is adequately controlled. All employees are provided with learning materials and guidelines regarding the handling and dissemination of inside information on a yearly basis. IT system controls are implemented to ensure the access to sensitive data is restricted to authorised personnel only.

SHAREHOLDERS' RIGHTS

Procedures for Shareholders to convene an extraordinary general meeting and put forward proposals at Shareholders' meeting

Pursuant to Article 58 of the Articles of Association, any one or more member(s) of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

Communications with Shareholders

The Board recognises the importance of maintaining clear, timely and effective communication with Shareholders of the Company and prospective investors. Therefore, the Group is committed to maintaining a high degree of transparency to ensure that Shareholders of the Company and prospective investors receive accurate, clear, comprehensive and timely information of the Group by the publication of annual reports, announcements and circulars. The Company also publishes all corporate correspondence on the Company's websitewww.igg.com. The Board maintains regular dialogues with institutional investors and analysts from time to time to keep them informed of the Group's strategies, operations, management and plans. Members of the Board and of the various Board committees will attend the annual general meeting of the Company and answer questions raised during the meeting.

Separate resolutions would be proposed at the general meeting on each substantially separate issue. The chairman of the general meetings of the Company would explain the procedures for conducting poll before putting a resolution to vote. The results of the voting by poll will be declared at the meeting and published on the websites of the Stock Exchange and the Company respectively.

Procedures by which enquiries may be put to the Board

Shareholders may send their enquiries and concerns to the Board by addressing them to Ms. Jessie Shen, one of the joint company secretaries of the Company via following:

Attention: Ms. Jessie Shen

Address: 19/F, Cheung Kong Center, 2 Queen's Road Central, Hong Kong Telephone No.: (852) 3469 5132

Fax No.: (852) 3469 5000

Email:cosec@igg.com

The company secretary of the Company is responsible for forwarding communications relating to matters within the Board's direct responsibilities to the Board and communications relating to ordinary business matters, such as suggestions and inquiries, to the chief executive officer of the Company.

Constitutional Documents

The Company has adopted the second amended and restated memorandum and articles of association of the Company by special resolution passed and effective on 30 June 2020.

1 ABOUT THIS REPORT

Overview

This report is prepared based on the principle of materiality, quantitative, balance and consistency, and focuses on the disclosure of information on the economic, social and environmental performance of the Group for the period from 1 January 2020 to 31 December 2020.

Basis of Preparation

This report mainly makes reference to the Environmental, Social and Governance ("ESG") Reporting Guide issued by the Stock Exchange. The contents of this report are determined based on a set of systematic procedures, such as identifying and prioritising key stakeholders, identifying and prioritising key ESG issues, determining the scope of corporate social responsibility report, collecting relevant materials and data, compiling the report based on relevant information, and reviewing information in the report.

Scope of the Report

Unless otherwise stated, the disclosure scope of this report is consistent with the 2020 annual report of the Company.

Explanation for Abbreviations

In order to facilitate the presentation and reading, for the purpose of this report, each of "IGG", "the Group" and "we" refers to IGG Inc and its subsidiaries.

Data Source and Reliability Assurance

The data and information in this report are mainly from the relevant documents, reports and statistics of IGG.

The Board undertakes that this report contains no false statements or misleading statements and is responsible for the truthfulness, accuracy and completeness of its contents.

Confirmation and Approval

The report was approved by the Board on 4 March 2021 upon confirmation by the management.

2 ENVIRONMENTAL, SOCIAL AND GOVERNANCE STRUCTURE

2.1 Environmental, Social and Governance Mechanism

IGG ESG Management Structure and Responsibilities

Work Level

Functions

Duties and Responsibilities

Decision-making level

Board of Directors

  • 1. Discuss major issues and future development for ESG

  • 2. Review ESG objectives and strategies

  • 3. Review ESG work progress

  • 4. Assess effectiveness of overall working mechanism

Communication level

ESG working group consisting of representatives from management team, various departments and subsidiaries

  • 1. Identify relevant ESG risks

  • 2. Formulate ESG objectives and strategies

  • 3. Coordinate ESG information management and reporting

  • 4. Coordinate stakeholders communication and materiality analysis

  • 5. Report to the board of directors periodically on work status

Execution level

ESG representatives from various departments and subsidiaries

  • 1. Complete work assigned by communication level

  • 2. Collect, organise and report relevant information on a regular basis

  • 3. Provide timely feedback and suggestions

  • 4. Take responsibility for internal communication on ESG related matters

2.2 Stakeholder Engagement

IGG has continuously maintained good communication with stakeholders through a variety of channels to understand and take the initiative to respond to the expectations of different stakeholders. The opinions of stakeholders are important for us to actively fulfill our social responsibilities, implement good governance, and improve on our sustainable development capability.

Category of and Engagement with Stakeholders

Category of Stakeholders

Expectations

Main Communication Methods

Customers

  • • Privacy protection

  • • Games and operation quality

  • • Anti-cheating and fairness in games

  • • Customer service channels such as live chat and e-mail

  • • Interaction on social media

  • • Offline player gatherings

  • • Game exposition events

Government and regulatory authorities

  • • Operational compliance

  • • Promoting regional economic development

  • • Creating employment opportunities

  • • Participation in relevant government meetings and cooperation projects

  • • Paying close attention to regulation updates

  • • Cooperation with organisations such as higher education institutions and charities

Shareholders

  • • Investment return

  • • Information transparency

  • • General meetings

  • • Announcements and information disclosures

  • • Investor relations hotline and e-mail

  • • Company's official website

Employees

  • • Protection of employee rights

  • • Career development

  • • Occupational health and safety

  • • Team building and training activities

  • • Dialogue sessions

  • • Internal employee forums

  • • Internal feedback collection mechanism

Category of Stakeholders

Expectations

Main Communication Methods

Suppliers and business partners

  • • Long-term partnership

  • • Fair competition

  • • Regular communication and negotiation

Industry associations

  • • Fair competition

  • • Exchange and cooperation

  • • Participation in industry conferences and events

Non-governmental organisations and public service organisations

  • • Support community development

  • • Leverage the industry expertise to fulfill social responsibilities

  • • Cooperation with commonweal organisations

2.3 Identification of Material Issues

During the preparation of this report, the Group has conducted assessments on its related ESG issues to have better understanding of the expectation by stakeholders, so as to formulate the framework on disclosure and contents of disclosure in this report, in response to the requests of the stakeholders.

Our assessment on major issues comprised the following procedures:

Identification of stakeholders

Identify each of the important stakeholders and formulate specific engagement plans for them.

Engagement of stakeholders

Conduct in-depth study of stakeholders through questionnaires and interviews to understand their concerns and expectations on the Group in respect of ESG issues.

Prioritisation of material issues

Analyse and prioritise the ESG issues after quantification of the result on study of the stakeholders.

Confirmation by the management

Submit the analysis result to the management for final confirmation.

High

Materiality of ESG issues according to the management of the Company

List of ESG Issues

Management Mechanism

Social Issues

Environmental Issues

Operation quality

Player services and communication

Information security and privacy protection

Games' quality

Business integrity

Occupational health and safety

1 2 3 4 5 6

7 8 9 10 11 12

Intellectual property rights protection

Product health and safetyRemuneration and benefits

Advertising and marketingTraining and career development

Labour standards

Equal and diversified employment

13 14 15 16 17 18

Supplier management

Community contribution

Energy consumption management

Waste management

Climate change

  • 2.4 Sustainable Development Principles

    The Group is developing its sustainable development principles and objectives by considering results of stakeholder communication, industry best practices and nature of business, striving for its long-term development in areas of corporate governance, business operation, community involvement and environmental protection.

  • 2.5 Supplier Management

    The Group has established long-term relationships with global platforms such as Apple, Google, Amazon, Microsoft and more than 100 other advertising service providers and business partners.

    Internal policies such as Procurement Management Policy are implemented to regulate the selection and review process of suppliers. IGG will assess the supplier through the Group's internal selection procedure, and verify the supplier's qualification by reviewing documents including business license and qualification certificate before signing contracts. During cooperation, the relevant departments maintain close communication with suppliers to ensure the quality of goods or service and achieve a win-win cooperation.

    IGG has stated in its internal policy on acceptance of gifts and hospitality that all personnel acting on the Group's behalf must not receive rebates, gifts or favours of any kind which could influence a business decision. Such policy has been publicised to all employees regularly, and relevant clauses are also included in the Group's contracts with all business partners. When asking for quotation from suppliers, the staff must send the seller or service provider a copy of Letter to Suppliers/Partners, which states the Group's anti-corruption expectations. The staff is also required to obtain confirmation from the suppliers on their acknowledgement of IGG's anti-corruption policy.

  • 2.6 Anti-corruption

    IGG formulated the IGG Anti-Fraud Policy according to anti-corruption laws and regulations in countries and regions where it operates, with the objectives to establish effective mechanisms to deter and detect fraud, strengthen corporate governance and internal controls, reduce risks, regulate business practices, safeguard the legitimate rights and interests of the Group, ensure the realisation of the Group's business objectives and sustainable development of the Group, and protect the legitimate rights and interests of shareholders. All employees have received annual training in anti-fraud policies and requirements, which include the definition and forms of fraud, anti-fraud reporting channels, punishment for fraud cases, etc.

When approaching suppliers, IGG will provide written statements on anti-corruption, bribery and rebates.

All contracts entered into between IGG and its suppliers contain "anti-commercial bribery provisions" which state that the responsible person does not receive any rebates, gifts or other benefits. Both external parties and our employees can report unethical behaviours by a member of management or an employee from any subsidiary in the Group via channels published on the Group's website, such as e-mail, telephone, or webpage. The Group has set up an Anti-corruption Team to investigate reports of misconduct. Whistleblowers may receive rewards from IGG for providing useful information or evidence.

Besides, whistleblowers are encouraged to be open about their identity, and those who report using real name will correspondingly receive higher rewards.

IGG has joined the Trust and Integrity Enterprise Alliance, an anti-corruption alliance established voluntarily by leading internet enterprises, and we will continue to strengthen internal controls and anti-corruption practices.

3 PRODUCTS AND SERVICES

3.1 Enhance Player Experience

The Group understands that as a game company, creating high-quality gaming experience is the most important product responsibility, as well as the key to attracting and retaining players.

Starting from the research and development stage, IGG attracts talents from all over the world and now has a number of R&D teams worldwide. With over a decade of experience in the game industry, the team strives for continuous innovation and excellence in creating games of the highest quality. Apart from frequent content updates and regular addition of new game features, the Group also cooperates with other elites, such as engaging world-famous music artistes to produce game soundtracks, to create state of the art gaming experience for our gamers. The Group actively ventures into different genres to diversify its product offerings. IGG has entered into strategic investment agreements with dozens of gaming companies across the world, and has joined cooperations including licensed publishing and outsourced game development, to further enrich its product portfolio for players.

While internationalising its products, the Group strives for the localisation of its operations to know our customers' cultural background and gaming preferences, serve them better, and adopt more effective and focused marketing approaches. Local operation teams around the world work closely to roll out a full range of marketing initiatives, such as developing game merchandise, producing cinematic-quality video advertisements featuring popular artists and athletes, cooperating with popular Internet influencers in live broadcasts and customised exclusive songs, launching campaigns on TV commercials, print media and outdoor advertising display. Our diverse promotional strategies also include organising international game tournaments and player meetings, and having co-marketing campaigns with globally renowned companies. "Lords Mobile" released its PC version on Steam, a leading global game distribution platform, to enhance the overall player experience by strengthening cross-platform integration.

In addition to the pursuit of the best game quality and player experience, the operation and maintenance of games and server stability are also crucial. We engage leading service providers in the industry and take measures to ensure the operation quality of our servers, maintain stable lines and reduce network delay in order to create smooth game experience for global players.

As an online game company, IGG possesses industry-leading attack resistance ability. Striving to defend the legitimate interests of players and maintain fairness in games, the Group has established internal policies such as the IGG Information Security Safeguard Measures and has taken a number of measures to ensure network system security and stable operation at the physical, network, system and application level.

Gaming experience is affected directly by the fairness in games. Game plug-ins not only affect revenue of the Group, but also undermine the fairness of games and player experience. The operation team looks for evidence by analysing players' behaviours through backend data, identifies and rapidly cracks down on plug-ins in order to maintain a fair game environment.

In addition, we have established the Customer Center Urgent Problem Addressing Procedures and the Practice Guidelines for Server Maintenance and Management. These internal policies address urgent scenarios and potential risks during game operation, such as server failure, server delay, game platform or software abnormities and power interruption, and lay out standard procedures on the testing, communicating, handling, and recording of issues, as well as issuing maintenance notice and in-game gift rewards, with the objective to safeguard the legitimate interests of our players.

  • 3.2 Product Health and Safety

    Promoting healthy gaming is the social responsibility of a mobile game company and is also an important aspect of high-quality player experience. The Group understands that our players are from different cultural and religious backgrounds, and our games operate in countries and regions with various regulations for games. Therefore, the Group strictly complies with the legal requirements on healthy gaming of the countries where it operates. Measures such as choosing appropriate game character image designs, player real name authentication, game rating, objectionable information filtering, display of Healthy Gaming Advice during game login, children protection mechanism and player age restriction are taken in accordance with the regulations in respective countries and regions.

  • 3.3 Player Services and Communication

    Players are the most important stakeholders in the games and it is therefore crucial to collect their feedbacks. The Group continuously communicates with players by collecting their suggestions via social platforms, customer service channels and questionnaires, fosters interaction, and ensures game content updates to attract and retain players.

    Customer Services

    The Group is a global mobile game developer and operator with players from more than 200 countries around the world, providing mobile games in 23 languages. Our customer service center provides industry-leading support for players 24 hours a day, 365 days a year. We have formulated the Group's Customer Service Requirements to set out detailed standard practices to ensure comprehensive, accurate and timely customer services. In 2020, our customer service addressed customer inquiries via various channels, including over 1,077,000 questions via in-game ticket submission, over 537,000 questions raised through live chat, and more than 564,000 emails. Players' queries were related to, among other things, purchases, game features and system bugs which have been followed up and addressed according to the Group's Customer Service Requirements.

    Communication with players is an integral part of game experience. Our customer service team can check the real-time service data on the operating platform and deploy manpower dynamically based on the number of visitors to the platform in order to meet the consulting needs of players in a timely manner.

    Our customer service center insists on four principles, namely timeliness, completeness, convenience and openness, and seeks to solve problems for customers within 12 or 24 hours depending on the nature of questions raised. For routine and prescheduled server maintenance, players will be informed by notices published on various social media 24 to 48 hours in advance, and after the relevant maintenance is completed, in-game gifts will be provided to players. To facilitate customer communication in unexpected situations, we have developed Customer Service Guidelines for Emergency Scenarios and set out protocols for incidents such as issuing urgent maintenance notice and compensation plan.

The evaluation and inspection on customer service quality has been carried out by a combination of internal spot check and external customer scoring. The internal quality inspection review conducts a comprehensive quality assessment on response speed, service attitude, wordings, and correctness of answers and solutions. In 2020, the pass rate of customer service quality inspection by internal spot check was 99%, and several major games' live chat scoring system showed that more than 90% of players were satisfied with the service.

Players Activities

IGG conducted offline activities for players in a variety of ways, including international game tournaments, player gatherings and attending major game shows. While expanding the influence of games, the events promoted close connection between players and IGG's games, and established exchange communities outside the cyberspace. In 2019, "Lords Mobile" organised offline gatherings in 15 regions across the world, which were well-received by players. The pandemic has not stopped us from bringing interactive events to players worldwide, and IGG took the show online in 2020. For example, "Lords Mobile" players in Japan joined an online gathering via live streaming, and took part in interactive games to win attractive prizes. Furthermore, players around the world participated in events such as talent shows, lyric writing contests, and singing competitions.

During the challenging times of lockdown, our games kept gamers company by offering them high-quality entertainment. Through social media platforms or in-game messaging system, IGG and its games sent out reminders on precautionary measures, and called on gamers worldwide to help fight the pandemic.

3.4 Privacy Protection

IGG takes data privacy and security seriously. Because of its international presence and business scope, the Group ensures compliance with privacy policies and local laws and regulations in all countries and regions in which it operates. The Group closely follows the updates of laws and regulations worldwide, such as the European Union General Data Protection Regulation ("GDPR"), California Consumer Privacy Act ("CCPA") and Regulations on Network Protection of Children's Personal Information issued by the Cyberspace Administration of China. In accordance with the relevant regulations, the Group has appointed a group data protection officer, a European Union representative and designated responsible personnel for data security, and is assisted by external professionals to carry out necessary internal control measures in order to ensure compliance. In addition, the Group has communicated data privacy requirements to the relevant staffs from R&D, operation, customer services, and other supporting departments via trainings and briefings.

Customers' data is handled carefully at IGG. The Privacy Policy published on the website of the Group provides information regarding the collection, use and disclosure of user information, as well as the usage of information collected. Customer consent will be obtained before collection of information, and customers can request to amend or delete the information provided. Furthermore, to ensure optimal protection of data security, the Group's information management and protection mechanism includes using data anonymisation techniques to de-identify certain personal data, adhering to internal data handling and storage protocols, and limiting data access only to authorised personnel. The Group also implements IGG Information Security Safeguard Measures to protect user information.

  • 3.5 Operational Compliance

    The Group takes active efforts to ensure its operations in various countries comply with local regulations.

    When it establishes a branch of any nature in any country or region, the Group selects and engages local lawyer, tax adviser, secretarial company and other professional consultants in respective phases from commencement of establishment to operation to provide services including local law and tax consulting, assistance in procedures such as registration, incorporation and evaluation of business premise, as well as assistance in the operation phase such as contract review, business consulting and risk management.

  • 3.6 Intellectual Property Protection

    Intellectual property protection has been a focus of the Group since its inception. Therefore, the Group has dedicated staff in charge of intellectual property management and engaged professional intellectual property agents and lawyers in different regions across the world to assist in intellectual property management, which has laid a solid foundation for protecting our rights. The Group registers and maintains its various intellectual property rights in a timely manner and also has a 7-day × 24-hour alert mechanism and 48-hour response procedure to take rapid response to infringement of our intellectual property rights in the market. Besides, the Group works with databases to perform periodic search on similar trademarks registered by third parties, to minimise the risk of infringing intellectual property rights.

    The concept of protecting intellectual property rights has been rooted within the Group and has been shared and promoted among all employees regularly in order to enhance the awareness of intellectual property rights protection. In addition to actively protecting our own intellectual property rights, we also respect others' intellectual property rights. The Group strictly manages and controls its operations to avoid infringement. We focus on communicating with and educating R&D department and other relevant departments to ensure that game contents are originally created by our employees. At the same time, we strictly inspect the promotion materials of advertisers in order to avoid infringement disputes. In respect of game advertising and marketing activities, we have also complied with relevant laws and regulations in the places where we operate with our legal department being in charge of relevant legal affairs. Promotional materials and public announcements will be reviewed by relevant departments before publicising, to ensure the compliance and accuracy of information disclosed.

3.7 Recognition and Awards

IGG and its games successively won recognition from the industry and received numerous awards.

IGG was listed by App Annie as one of the "Top 52 Publishers" for seven consecutive years from 2014 to 2020, "Top 50 Mobile Game Makers" by well-known mobile game website PocketGamer.biz for five consecutive years from 2015 to 2019, and "Best Under A Billion" by Forbes Asia from 2018 to 2019, manifesting a vote of confidence in IGG from the game industry.

4 CARING FOR EMPLOYEES

4.1 Equal Employment

We recognise that the success of an enterprise is inseparable from its employees at all levels. We endeavour to establish a standardised, orderly, fair and effective human resource management system.

Also, we strictly comply with laws, regulations and labour policies relating to human rights and labour in the places where we operate. In recruitment, evaluation, promotion, staff development, benefits and termination of labour contract, the Group prohibits discrimination by, among others, race, skin colour, nationality, language, wealth, age, gender, sexual orientation, disability, religion, political faction, member of association and marital status. We strictly prohibit employing child labour and forced labour, and strive to maintain positive employee relations.

IGG strictly complies with relevant laws and regulations in various countries by signing labour contracts with its employees according to law, making contributions to social insurance plan in compliance with relevant requirements and protecting employees' privacy.

IGG actively encourages the employment of persons with disabilities and works closely with organisations such as the Federation of Disabled Persons to provide employment opportunities for the disabled. Subject to meeting the job requirements, IGG gives priority to hiring people with disabilities and provides financial assistance to them. There are several disabled employees with strong will who have accomplished outstanding work achievements at IGG.

IGG has taken extensive measures to assess the Group's needs for human capital and maintained a talent pipeline. The Group keeps a close watch on the latest industrial news and technological development, and plan recruitment accordingly. Besides, IGG manages its database on global talent pools, utilising various channels such as external hiring and internal referral, to ensure sufficient talent supplies that matches IGG's strategies and needs. Human resource department conducts analysis periodically, making timely adjustment and additions to the Group's talent structure.

As at 31 December 2020, IGG had 2,022 employees in total, representing an increase of 27% over the previous year. IGG's employees continue to be young in average age with employees aged below 30 accounting for 38% of the total number of employees. Female employees account for 30% of the total number of employees. Both employee age and gender distribution reflect the characteristics of the game industry.

4.2 Comprehensive Training and Career Development

We embrace the corporate spirit of "Innovators at Work, Gamers at Heart". With love and passion for games, gifted game makers gather in IGG, incorporating the sense of mission and accomplishment into work and aiming to create long-lasting classics for gamers around the world. The Group attaches great importance to encouraging innovation, offers a creative and conducive work environment that promotes learning and growth, and strives to maximise employees' potential and help them achieve their goals.

IGG has established comprehensive training systems and policies, such as the Training Management Policy, offering full-range and diverse training courses. The Group customises training courses and provides training budgets based on actual demand of various teams, covering technical skills, soft skills, leadership, foreign language courses, etc. In addition to classroom training, on-the-job coaching and experience sharing session, IGG has introduced an online learning system, IGG Pocket Academy, which provides more than 600 courses and enables staff to learn during fragmented time. In order to encourage more employees to participate in continuous learning and sharing, outstanding lecturers and active learning participants are awarded with attractive prizes.

In 2020, IGG held more than 40 internal sharing sessions covering game design, production, art, programming, successful case studies and more. Approximately 2,600 participants from all over the world attended more than 100 training sessions, with a total duration of over 27,000 hours.

  • 4.3 Cross-cultural Integration

    Strong global presence is the core competitiveness of IGG. Creating the best games for players all over the world requires international talents with different cultural backgrounds. Teams worldwide interact and exchange ideas frequently via cross-border learning and sharing opportunities, which break cultural barriers and enable the Group to develop international game products.

    IGG has offices around the world, and many employees from diverse backgrounds are working across international borders. We provide international employees with air tickets for home visits, as well as extra holidays according to their traditions and religions. Additionally, subject to individual preference and internal policies, we offer global health insurance plan and translation assistance for doctor visits to support employees who are living outside their home countries.

    Coming from diversified cultural backgrounds, staff at the same office may speak different languages.

    To overcome communication barriers caused by language differences, IGG has implemented bilingual versions of all electronic office systems and intranet information system, with all contents released in both English and Chinese. Meanwhile, the Group has launched an instant multilingual translation function in its internal messaging tools, enabling staff who use different languages to communicate more conveniently.

    The Group organises a variety of team building activities to increase team cohesion, such as annual gatherings, game fairs and gala dinner, where staff from offices worldwide interact and bond with each other.

  • 4.4 Compensation and Benefits

    In order to continuously attract and retain talents, IGG has always been improving its staff remuneration management mechanism and performance appraisal system to create a consistent, objective, and fair incentive system for its staff around the world, including performance bonuses and equity incentive plan, etc.

    We provide statutory social security benefits for our staff, such as pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and contribution to housing provident funds. In addition to public holidays and statutory holidays, our staff are also entitled to paid leaves such as marriage leave, prenatal check and examination leave, maternity leave, care leave and annual leave. Under the circumstances permitted by local laws, we provide key employees with interest-free housing loans to support employees in buying their own flats so that employees can live and work in the best condition, and pursue long-term development together with IGG.

Employee Communication

The Group values opinions from employees at all levels, and collects feedbacks and suggestions via several internal communication channels including online suggestion system, employee surveys, feedback sections of intranet discussion forums and employee welfare committees.

The Group's online feed back system for work-related suggestions welcomes all staff to raise suggestions on areas such as corporation development, operation and management, team building, and workflow improvement. Specific staff is assigned to collect and process the suggestions raised via this channel, and to coordinate relevant parties on the discussion and follow-up of the issue. Suggestions adopted will be implemented in a timely manner and provide updates on the results to the proposer. The reasons for unaccepted suggestions will also be replied to the proposer within seven days. Users can choose to remain anonymous when raising suggestions.

The Group holds fairness and equality as core values and is committed to protect employees' rights.

Employees can file a complaint with their supervisors or human resources department regarding any unfair treatment at work. Responsible persons need to investigate and get back to the employees promptly, and ensure the privacy of relevant employees are protected.

For communication regarding employee services, using the online feedback system of Fuzhou Office as an example, employees can openly or anonymously submit complaints or suggestions on areas such as office environment, canteens and meals, or other facilities. More than 1,000 feedbacks were received and addressed promptly by responsible departments in 2020.

Care Undertakings for Staff

Many IGG employees are working parents. Activity center for children has been established at the Group's main operating site to provide a wide array of books, educational toys and other facilities. We have also hired professional and caring teachers. Parents can bring their children to study and play in the center during off hours and weekends. During winter and summer vacations, the center also provides children with interest classes. Depending on local circumstances, children of employees will receive birthday gifts and gift allowance from IGG. In addition, the Group has established Employee Welfare Committee and set up a trust for key management, core employees and their immediate family members, to provide them with benefits such as medical subsidies, accident death compensation, and children's scholarship.

4.5 Occupational Health and Safety

IGG is committed to providing its staff with a safe, healthy and comfortable working premise. Take Fuzhou Office in China as an example, staff would not only enjoy creative office spaces, but also have free access to ancillary facilities such as swimming pool, gymnasium, cinema, library, and automatic massage chairs. To satisfy taste preferences of colleagues from different countries, Fuzhou Office is also equipped with several staff canteens to provide food and drink with varied flavours. With the aim to eradicate all fire hazards in the workplace, Fuzhou Office organises fire drill annually and conducts examination and assessment on fire facilities monthly. IGG has acquired the land use rights of a parcel of land in Fuzhou, and plans to build an office premise to further improve the working environment for employees.

We organise staff to receive physical examination regularly, and establish in-house clinic or partner with medical centres to provide health counselling services depending on circumstances of respective local offices. In addition, we invite doctors of various specialties to conduct health knowledge lectures and free consultations. In order to reduce health risks caused by sedentary work, IGG has purchased ergonomic office chairs for all staff. Along with the statutory basic health insurance, we also purchase commercial medical insurance and accident insurance subject to individual preferences and needs.

In 2020, an epidemic of novel coronavirus broke out and became a common concern of the international community. Putting employees' health and safety first, the Group monitored closely on the updates and local authorities' instructions, and rapidly formulated an emergency response plan for the epidemic.

Subsidiaries worldwide sprang into action and made every effort to battle against the outbreak, rolling out a series of urgent preventive and control measures without delay. Using its emergency notification system, the Group sent out notices and important guidelines on epidemic control via multiple channels, and followed up on all staff's health status, travel history and potentially infectious contacts through an online survey system in order to provide support to employees who need assistance. To avoid infections caused by interactions, employees made flexible work arrangement and worked from home, ensuring not just uninterrupted operation of IGG's global business, but more importantly the protection of employees' health. For employees working from home, IGG constantly care for their needs and offer timely support.

Depending on the circumstances of respective subsidiaries, employees may receive subsidies to improve their work environment at home, such as purchasing work equipment. Besides, we held online gatherings regularly, engaging team members with activities such as games, for them to bond with each other and alleviate stress during lockdown. After meeting local regulatory requirements, employees can return to office in subsidiaries located in regions where the outbreak is effectively controlled. The Group adopted detailed precautionary measures to safeguard our workplace from the outbreak. Work area and facilities underwent thorough sanitisation, ventilation, and sanitation inspection for multiple times a day,and all employees, service staff and security personnel were provided with personal infection protective products. Measures such as sitting separately during meals, using video conference, going paperless, reducing travelling, and tightening visitor and vehicle controls, were also part of the steps to create a safe workplace for all employees. The epidemic has not caused any material and adverse impacts to the Group's operation so far and its business operation has remained normal. At the beginning of 2021, the Group gave each of its more than 2,000 employees worldwide a US$800 incentive payment and a gift package of protective equipment, to thank employees around the world for their contribution to keep the Group's operation uninterrupted in 2020 and to encourage them to continue playing a part to fight the pandemic.

Comfortable Office Environment

4.6 Staff Activities

Arts and Sports Activity Clubs

IGG has set up several staff clubs, including sports, dance, electronic sports, art and culture, and book club, and provided funding. The clubs held nearly 600 activities in 2020, providing employees with a wide array of activities outside working hours.

Holiday Activities and Travel

IGG always brings a pleasant surprise to its employees with creative events. On traditional festivals, holidays, and staffs' birthdays, IGG will prepare gifts, parties, food, games and more. In addition to holiday activities, IGG also organises annual retreat for all employees to ease work stress while enhancing team cohesion.

In regions affected by the pandemic, IGG takes the activities online. Using video conference to connect from home, employees take part in regular online gatherings and fun-filled events such as games and lucky draws, to interact with other team members and alleviate stress from the lockdown. On holidays and employees' birthdays, employees will receive gifts from IGG via post, including vouchers, presents, and birthday cakes, and celebrate the joyous occasion with their families.

Staff Retreat and Holiday Events

5 COMMUNITY CONTRIBUTION

As a leading game company, IGG has been actively fulfilling its social responsibilities, participating in local community events in the places where it operates. We not only incorporate conventional ways such as charitable donations and volunteer activities in our community engagement efforts, but also leverage our industry expertise to give back to the society, integrating information and internet technology with corporate social responsibility.

In 2020, the Group made charitable donations of approximately US$950,000.

5.1 Assisting in Future Development in the Gaming Industry

Cultivating talents with passion and expertise for the gaming industry and providing them with career opportunities are an investment for IGG's and the industry's future. Through a variety of projects around the world, IGG cooperates with tertiary institutions to provide young people who are interested in games with opportunities to understand and enter the game industry, broaden their career development prospects, and grow a talent pool for the Group. Since 2018, more than 300 interns have completed their training programmes with IGG.

IGG worked with universities, serving as the schools' technical training base and sharing its industry insights with college students. We launched the inaugural game art contest in 2020, inviting students from tertiary institutions worldwide to create artwork based on an assigned theme from a game, and the entries were judged and commented by a team of distinguished game artists and industry veterans. IGG Singapore developed an internship programme for aspiring game designers and game artists. Students can earn professional training credits to fulfil respective course requirements at tertiary institutions in Singapore by attending the internship programmes at IGG. In China, IGG organised the "G-Star" incubation programme in 2018 and 2019. Summer interns participated in trainings and competitions to obtain hands-on experience on game production, showcase their works, and exchange ideas.

Furthermore, IGG launched "Inter-G" talent programme in 2019, inviting game enthusiasts all over the world to attend trainings and competitions on project management, marketing, operations and human resource management, and learn from IGG's global operation expertise.

5.2 Charity Activities

Thanks to the support from players worldwide, IGG has become a global company in mobile gaming.

IGG sees it as our duty to help fight the pandemic and give back to the world in the time of need. At the beginning of 2020, immediately after learning about the novel coronavirus epidemic, IGG established an assistance scheme to support affected regions to combat the outbreak, and mobilised its global teams to procure medical supplies for the epidemic-hit areas. Employees from subsidiaries worldwide raced against time to source medical supplies and arranged expedited shipping to epidemic areas, sending urgently needed supplies to front-line medical professionals, community workers, and people most at risk. In 2020, IGG donated nearly three million pieces of medical supplies to about a hundred of medical institutions, government bodies, and charitable organisations in countries including China, the United States, Italy, South Korea, Spain, Japan, Canada and Indonesia.

By introducing charitable initiatives into our games, we can spread the word to advocate awareness for social causes. "Lords Mobile" continuously works with the Make-A-Wish Foundation, raising funds to grant the wishes of children with critical illnesses through projects such as charitable sales of in-game packs, charity events, and promotion partnerships. For example, in the charitable castle design contest held by "Lords Mobile", players were invited to design a castle skin based on the theme "Childhood Playground". The winning entry selected via public voting was used as inspiration to create an official castle skin design, and a portion of the profits from this castle skin was donated to Make-A-Wish Foundation. Partnering with the American Society for the Prevention of Cruelty to Animals in the United States, "Dress up! Time Princess" introduced a charitable in-game pack, and donated all the proceeds to the organisation's stray cats rescue programme.

IGG keeps a keen interest and participates in charitable programmes worldwide. In 2020, we made donations to a range of philanthropic organisations to help different groups. In China, IGG provided financial aid to more than 30 disadvantaged students. We also donated funds to Dingxi in Gansu, China to contribute to the city's poverty reduction effort and rural area development programme. Collaborating with Fujian Anti-poverty Charity Association, IGG continued to donate to the "Hospital Classroom" project, to offer learning and leisure facilities, home visits, and medical knowledge sharing for children with leukemia and their families. In Egypt, we donated food to 4,500 families via the Egyptian Food Back to help people who have lost their source of income during the pandemic. IGG has also made donations to respective local charities in South East Asian countries such as Thailand and the Philippines, to reach out and support disadvantaged groups.

IGG's staff initiated a volunteering community, and held regular events. In 2020, IGG's staff organised a number of charity sales of second-hand items or local produces to raise funds for the less fortunate.

Preparing Medical Supplies for Donations

6 GREEN OPERATION

IGG gradually established its own environmental management and information collection procedures and disclosed to various stakeholders in this report. We took a responsible attitude towards the environmental impact of the Group and incorporated the environmental factors such as climate change into the risk management and cost control system by monitoring the environmental data. Therefore, IGG has established a unified environment management system in the locations where it operates and is committed to improving its environment management system further. IGG also introduced to employees the concept of energy saving and environmental protection, encouraging every employee to adopt a sustainable lifestyle and spread the concept of sustainability to their families and communities.

6.1 Energy Consumption and Greenhouse Gas Emissions

As a game company which is mainly engaged in the business of game software development and operation, the environmental impacts of IGG is mainly attributable to the energy consumption associated with maintaining its equipment's operation and the associated indirect greenhouse gas ("GHG") emissions.

Energy Consumption

Type of Energy

Energy consumption Energy use intensity Gasoline1

Grid electricity consumed by office2

Type of GHG Emissions

Scope I GHG emissions4 Scope II GHG emissions5 Total GHG emissions GHG emissions intensity

Unit

2020

2019

MWh

2,719

2,481

MWh per capita

1.34

1.56

liter

2,732

6,429

kWh

2,694,463

2,423,938

2020

2019

6

15

2,025

1,539

2,031

1,554

1.00

0.98

GHG Emissions

Unit3

tonne, CO2 equivalent tonne, CO2 equivalent tonne, CO2 equivalent tonne, CO2 equivalent per capita

  • 1 The scope of statistics for gasoline consumption covers vehicles owned by IGG and all entities controlled by it. In 2020, gasoline consumption decreased due to reduced number and usage of vehicles.

  • 2 The scope of statistics for grid electricity consumed by office includes IGG and entities controlled by it which have independent statistic collection mechanism for electricity consumed, covering more than 90% of employees of the Group.

  • 3 Carbon dioxide equivalent is used as a measure of the comparison of greenhouse gas emissions. The calculations of carbon dioxide equivalent have included GHG emissions from sources, including carbon dioxide, methane and nitrous oxide etc.

  • 4 According to the ISO 14064 GHG inventory standards, Scope I GHG emissions refers to direct greenhouse gas emissions, particularly direct emission sources owned and controlled by the organisation, such as emissions from its own vehicles. In 2020, Scope I GHG emissions decreased due to reduced gasoline consumption.

  • 5 According to the ISO 14064 GHG inventory standards, Scope II GHG emissions refers to indirect energy emission sources, such as indirect greenhouse gas emissions caused by purchased electricity. In 2020, Scope II GHG emissions increased due to higher electricity consumption as a result of increased headcount, as well as an upward revision of emission factor used in the calculation of CO2 equivalent for Mainland China.

6.2 Waste and Water Resource Management

As an information technology company, IGG identified the two major sources of waste: scrapped IT equipment and printing consumables. Therefore, IGG has adopted corresponding measures to reduce resource consumption, encourage recycling and reduce waste generation.

For scrapped IT equipment, including hosts, monitors and other equipment, IGG will dispose of it through three major methods based on the condition of the equipment. Firstly, computers unable to perform high-intensity computing but still meet daily usage needs are donated to local schools to support information technology education in local communities. Secondly, employees in need may apply for the equipment for family use. Lastly, for dysfunctional equipment, IGG will hire an electronic equipment recycling agency to recycle it. By making rational use of such electronic equipment recycled through these three major ways, we provide an aid to those in need and the equipment can also be reused, thereby reducing environmental pollution caused by electronic waste. For printing consumables, IGG has engaged a printer maintenance service provider to handle maintenance and repair of printers at several offices to avoid the increased use of printing consumables due to the aging and failure of printers. Going paperless in all work processes is encouraged in IGG, with aims to reduce the use of paper and printing consumables.

Generation of Hazardous and Non-Hazardous Waste

Office water consumption6

Type of Water Consumption Unit

Type of Waste Produced

Unit

2020

2019

Discarded modulator tube

piece

381

390

Discarded toner and ink cartridge

piece

213

243

Discarded battery

piece

911

1,043

Scrapped IT equipment - host and monitor

piece

351

275

Scrapped IT equipment - others

piece

151

183

2020

2019

11,434

13,195

Water Consumption

tonne

6

The scope of statistics for office water consumption includes IGG and entities controlled by it which have independent statistic collection mechanism for water consumed, covering more than 70% of employees of the Group.

APPENDIX ILIST OF QUANTITATIVE DISCLOSURE DATA

ESG KPIsA.

Environmental

A1. EmissionsA1.2

Greenhouse gas emissions Scope I GHG emissions7 Scope II GHG emissions9 Total GHG emissions GHG emissions intensity

A1.3 & A1.4

Hazardous and non-hazardous waste produced10

Discarded modulator tube Discarded toner and ink cartridge Discarded battery

Scrapped IT equipment - host and monitor

Scrapped IT equipment - othersA2. Use of ResourcesA2.1

Energy consumption in total and intensity

Energy consumption Energy use intensity Gasoline11

Grid electricity consumed by office12

A2.2

Water consumption in total Office water consumption13

Unit

2020 2019

CO2 equivalent - tonne8 CO2 equivalent - tonne CO2 equivalent - tonne CO2 equivalent - tonne per capita

6 15

2,025 1,539

2,031 1,554

1.00 0.98

piece piece piece piece piece

381 390

213 243

911 1,043

351 275

151 183

MWh

MWh per capita liter kWh

tonne

2,719 2,481

1.34 1.56

2,732 6,429

2,694,463

11,434

2,423,938

13,195

  • 7 According to the ISO 14064 GHG inventory standards, Scope I GHG emissions refers to direct greenhouse gas emissions, particularly direct emission sources owned and controlled by the organisation, such as emissions from its own vehicles. In 2020, Scope I GHG emissions decreased due to reduced gasoline consumption.

  • 8 Carbon dioxide equivalent is used as a measure of the comparison of greenhouse gas emissions. The calculations of carbon dioxide equivalent have included GHG emissions from sources, including carbon dioxide, methane and nitrous oxide etc.

  • 9 According to the ISO 14064 GHG inventory standards, Scope II GHG emissions refers to indirect energy emission sources, such as indirect greenhouse gas emissions caused by purchased electricity. In 2020, Scope II GHG emissions increased due to higher electricity consumption as a result of increased headcount, as well as an upward revision of emission factor used in the calculation of CO2 equivalent for Mainland China.

  • 10 The Group has classified and quantified waste produced from operations. Besides, waste management is identified as a low material issue to the Group and stakeholders based on ESG materiality assessment. Therefore, current disclosure method is adopted.

  • 11 The scope of statistics for gasoline consumption covers vehicles owned by IGG and all entities controlled by it. In 2020, gasoline consumption decreased due to reduced number and usage of vehicles.

  • 12 The scope of statistics for grid electricity consumed by office includes IGG and entities controlled by it which have independent statistic collection mechanism for electricity consumed, covering more than 90% of employees of the Group.

  • 13 The scope of statistics for office water consumption includes IGG and entities controlled by it which have independent statistic collection mechanism for water consumed, covering more than 70% of employees of the Group.

ESG KPIs

UnitB.

Social

B1. EmploymentB1.1

Total workforce by gender and age group

By genderBy age

Total number Male Female Below 30 30-50 Above 50

B2. Health and SafetyB2.1

Number of work-related fatalities occurred in the past three years including the reporting year

B2.2

Lost days due to work injuryB3. Development and Training

B3.1

Employee training

Total number of employees trained

B3.2

Training hours of employees Total training hours

B6. Product ResponsibilityB6.2

number of people number of people number of people number of people number of people number of people

number of peopledaynumber of participantshour

2020 2019

2,022 1,587

1,412 1,120

610 467

770 644

1,241 938

11 5

0 0

0 0

Approximately 2,600

Over 27,000

Number of products and service related complaints received

Address players' questions incidenceB7. Anti-corruptionB7.1

Number of legal cases regarding corrupt practices

Initiated or concluded legal cases regarding corrupt practicesB8. Community Investment

B8.2

Resources contributed to the focus area

Monetary donationincidenceUS$

Approximately 2,178,000

Approximately 1,400

Over 36,000

Approximately 2,190,000

0

0

Approximately 950,000

Approximately 600,000

APPENDIX II KPI INDEX OF ESG GUIDE OF STOCK EXCHANGE

This KPI index provides a description of compliance with each of the "comply or explain" indicators and the disclosure of the "recommended disclosures" indicators of the ESG Reporting Guide by the Group during the reporting year.

Issue

Guide Requirements

Report ChapterRemarks

A. Environmental

A1

General disclosure

Green operation

Emissions

Key performance indicators A1.2, A1.3, A1.4, A1.6

Since the Group is principally engaged in the development and operation of games and gas emission is not a significant issue of business activities, A1.1 and A1.5 are not included.

A2

General disclosure

Green operation

Use of resources

Key performance indicators A2.1, A2.2, A2.3, A2.4

Since the products and services provided by the Group are sold online and do not involve packaging materials, A2.5 is not included.

A3

General disclosure

N/A

The environment and natural resourcesThe Group is principally engaged in the development and operation of games without any significant impact on the environment and natural resources.

Issue

Guide Requirements

B. Social

B1 EmploymentGeneral disclosure

Key performance indicator B1.1

B2

Health and safety

B3

Development and trainingGeneral disclosure

Key performance indicators B3.1, B3.2

B4

Labour standards

B5

Supply chain managementGeneral disclosure

B6

Product responsibilityB7 Anti-corruptionGeneral disclosure

Key performance indicators B7.1, B7.2, B7.3

B8

Community investmentGeneral disclosure

Key performance indicators B2.1, B2.2, B2.3

General disclosure

Key performance indicators B4.1, B4.2

General disclosure

Key performance indicators B6.2, B6.3, B6.5

General disclosure

Key performance indicators B8.1, B8.2

Report ChapterRemarks

Caring for employees - 4.1

Caring for employees - 4.5

Caring for employees - 4.2

Caring for employeesDuring the reporting year, the laws and regulations regarding the prevention of child labour and compulsory labour which had a significant impact on the Group in employment were complied with.

Environmental, social and governance structure - 2.5

Products and services - 3.3, 3.4, 3.5, 3.6

Environmental, social and governance structure - 2.6

Community contribution

The Directors have pleasure in presenting their report together with the audited consolidated financial statements of the Group for the year ended 31 December 2020.

PRINCIPAL ACTIVITIES

The Group is a renowned global mobile game developer and operator with headquarters in Singapore and local offices in the United States, China, Canada, Japan, South Korea, Thailand, Belarus, Indonesia, the Philippines, the United Arab Emirates, Brazil, Turkey, Italy and Spain. There has been no significant change in the Group's principal activities during the Year.

SUBSIDIARIES

Details of the principal subsidiaries of the Company as at 31 December 2020 are set out in note 14 to the consolidated financial statements.

FINANCIAL SUMMARY

A summary of the results and of the assets and liabilities of the Group for the past five years ended 31 December 2020 is set out on pages 191 and 192 of the annual report.

RESULTS AND DIVIDENDS

The results of the Group for the year ended 31 December 2020 are set out in the audited consolidated statement of comprehensive income in this annual report.

On 4 March 2020, the Board resolved to declare a second interim dividend of HK17.6 cents per ordinary Share (equivalent to US2.3 cents per ordinary Share) for the year ended 31 December 2019, amounting to approximately US$28.2 million. Such dividend has been paid on 6 April 2020.

On 5 August 2020, the Board resolved to declare an interim dividend and a special dividend, each of HK25.1 cents per ordinary Share (equivalent to US3.2 cents per ordinary Share) for the half year ended 30 June 2020, amounting to approximately US$79.7 million. Such dividends have been paid on 4 September 2020.

On 4 March 2021, the Board resolved to declare a second interim dividend and a special dividend, each of HK26.7 cents per ordinary Share (equivalent to US3.4 cents per ordinary Share) for the year ended 31 December 2020, amounting to approximately US$82.4 million. Such dividends will be paid on or about 7 April 2021.

CLOSURE OF REGISTER OF MEMBERS

  • (a) Entitlement to the 2020 second interim dividend and the special dividend

    The register of members of the Company will be closed from Thursday, 18 March 2021 to Monday, 22 March 2021, both days inclusive, during which period no transfer of Shares will be registered for the purpose of determining shareholders' entitlements to the 2020 second interim dividend and the special dividend. The record date for entitlement to the 2020 second interim dividend and the special dividend is on Monday, 22

    March 2021. In order to qualify for the 2020 second interim dividend and the special dividend, all transfers of Shares, accompanied by the relevant share certificates must be lodged with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 17 March 2021. The payment date of the 2020 second interim dividend and the special dividend is expected to be on or about Wednesday, 7 April 2021.

  • (b) Entitlement to attend and vote at the 2021 annual general meeting

    The annual general meeting of the Company is scheduled on Thursday, 6 May 2021. The register of members of the Company will be closed from Friday, 30 April 2021 to Thursday, 6 May 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the annual general meeting, all transfers of Shares, accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 29 April 2021.

RESERVES

Details of movements in reserves of the Group and the Company for the Year are set out in the consolidated statement of changes in equity and note 26 to the consolidated financial statement, respectively.

DISTRIBUTABLE RESERVES

As at 31 December 2020, the Company's reserves available for distribution, calculated in accordance with the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, amounted to approximately US$515.3 million. The amount represents the Company's accumulated surplus in aggregate as at 31 December 2020, which may be distributed provided that immediately following the date on which dividend is proposed to be distributed, the Company will be in a position to pay off its debts as and when they fall due in the ordinary course of business.

CHARITABLE DONATIONS

Details of the charitable donations by the Group for the Year are set out in the section headed "Corporate Social Responsibility Report - 5.2 Charity Activities".

PROPERTY, PLANT AND EQUIPMENT

Movements in property, plant and equipment of the Group for the Year are set out in note 11 to the consolidated financial statements.

SHARE CAPITAL

Details of the movements in share capital of the Company during the Year are set out in note 26 to the consolidated financial statements.

DIRECTORS

The Directors during the Year and as of the date of this annual report were:

Executive Directors

Mr. Zongjian Cai (Chairman and chief executive officer)

Mr. Yuan Xu

Mr. Hong Zhang Ms. Jessie Shen Mr. Feng Chen

Non-executive Director

Mr. Yuan Chi

Independent Non-executive Directors Dr. Horn Kee Leong

Mr. Dajian Yu

Ms. Zhao Lu

The Company has received annual confirmations of independence from each of the existing independent non-executive Directors in accordance with Rule 3.13 of the Listing Rules. The Company considers that all the independent non-executive Directors are independent in accordance with the Listing Rules.

In accordance with Article 84 of the Articles of Association, Mr. Yuan Xu, Mr. Yuan Chi and Mr. Dajian Yu will retire from the Board by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election. No Director proposed for re-election at the forthcoming annual general meeting has an unexpired service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than statutory compensation.

DIRECTORS' AND SENIOR MANAGEMENT'S BIOGRAPHIES

Biographical details of the Directors and senior management are set out on pages 17 to 21 of this annual report.

DISCLOSURE OF INTEREST AS PER REGISTERS KEPT PURSUANT TO THE SFO

(a) Directors' and chief executives' interests and short positions in shares, underlying shares and debentures

As at 31 December 2020, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO), which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which are required pursuant to Section 352 of the SFO to be entered in the register referred to therein, or as otherwise notified to the Company and the Stock Exchange pursuant to the Listing Rules were as follows:

Long positions in shares of the Company and its associated corporations

Interests in

Name

Capacity/Nature of interest

Number of shares/ underlying shares heldApproximate percentage of shareholding

1. The Company

Mr. Zongjian Cai

(Notes 1, 2)

Beneficial owner, interest in a controlled corporation, spouse interest, interests held jointly with another person

256,390,731 21.32%Mr. Yuan Xu

(Notes 1, 2)

Beneficial owner, interests held jointly with another person

256,390,731 21.32%

Mr. Hong Zhang

(Notes 1, 2)

Beneficial owner, interests held jointly with another person

256,390,731 21.32%

Ms. Jessie Shen

Beneficial owner

3,978,000 0.33%

(Note 3)

Mr. Feng Chen

Beneficial owner

13,640,000 1.13%

(Note 4)

Mr. Yuan Chi

(Note 5)

Beneficial owner, interest in a controlled corporation

153,920,000 12.80%

Dr. Horn Kee Leong

Beneficial owner

60,000 0.00%

(Note 6)

Ms. Zhao Lu

Beneficial owner

240,000 0.02%

(Note 7)

Mr. Dajian Yu

Beneficial owner

810,000 0.07%

(Note 8)

2. Associated corporations: UGen World Inc.

Mr. Yuan Xu

Beneficial owner

384,978 4.67%

(Note 9)

230,986 2.80%

990 9.90%

Notes:

  • (1) Pursuant to an act in concert agreement dated 16 September 2013, as amended by an amendment dated 18 October 2016, Mr. Zongjian Cai, Duke Online, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Kai Chen (spouse of Mr. Zongjian Cai) and Mr. Zhixiang Chen agreed that they would act in concert with each other with respect to material matters relating to the Company's operation. Each of Mr. Zongjian Cai, Duke Online, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Kai Chen and Mr.

    Zhixiang Chen is therefore deemed to be interested in the Shares held by one another under the SFO.

  • (2) Mr. Zongjian Cai was interested in all the issued share capital of Duke Online and he is the sole director of Duke Online. Therefore, he was deemed to be interested in 185,081,027 Shares held by Duke Online under the SFO. Mr.

    Zongjian Cai was deemed to be interested in all Shares held by Ms. Kai Chen under the SFO. On 23 March 2015, 332,000 share options were granted to Mr. Zongjian Cai under the Share Option Scheme. Upon the full exercise of such share options, Mr. Zongjian Cai will be beneficially interested in 332,000 Shares.

    Mr. Yuan Xu was the beneficial owner of 22,494,917 Shares. On 23 March 2015, he was also granted 613,000 share options under the Share Option Scheme. Upon the full exercise of such share options, Mr. Yuan Xu will be beneficially interested in 613,000 Shares.

    Mr. Hong Zhang was the beneficial owner of 8,616,835 Shares, and was granted 9,200,000 share options under the Pre-IPO Share Option Scheme, among which 4,400,000 share options have been exercised. On 23 March 2015, Mr.

    Hong Zhang was also granted 605,000 share options under the Share Option Scheme. Upon the full exercise of those share options, Mr. Hong Zhang will be beneficially interested in 5,405,000 Shares.

    Ms. Kai Chen was the beneficial owner of 17,847,952 Shares and she was also deemed to be interested in all Shares held by Mr. Zongjian Cai under the SFO.

    Mr. Zhixiang Chen was the beneficial owner of 16,000,000 Shares.

  • (3) Ms. Jessie Shen was the beneficial owner of 3,470,000 Shares. On 21 November 2014 and 23 March 2015, respectively, 367,000 share options and 141,000 share options were granted to Ms. Jessie Shen under the Share Option Scheme. Upon the full exercise of such share options, Ms. Jessie Shen will be beneficially interested in 508,000 Shares.

  • (4) Mr. Feng Chen was the beneficial owner of 13,340,000 Shares. On 23 March 2015, 300,000 share options were granted to Mr. Feng Chen under the Share Option Scheme. Upon the full exercise of such share options, Mr. Feng Chen will be beneficially interested in 300,000 Shares.

  • (5) Mr. Yuan Chi was interested in all the issued share capital of Edmond Online and he is one of the directors of Edmond Online. Therefore, he was deemed to be interested in 153,434,000 Shares held by Edmond Online under the SFO. On 23 March 2015, 486,000 share options were granted to Mr. Yuan Chi under the Share Option Scheme. Upon the full exercise of such share options, Mr. Yuan Chi will be beneficially interested in 486,000 Shares.

  • (6) On 20 August 2020, 60,000 awarded shares were granted to Dr. Horn Kee Leong under the Share Award Scheme.

    Once vested, Dr. Horn Kee Leong will be beneficially interested in 60,000 Shares.

  • (7) Ms. Zhao Lu was the beneficial owner of 30,000 Shares. On 23 March 2015, Ms. Zhao Lu was granted 250,000 share options under the Share Option Scheme, among which 100,000 share options have been exercised. And on 20 August 2020, Ms. Zhao Lu was also granted 60,000 awarded shares under the Share Award Scheme. Upon the full exercise and vest of those share options and awarded shares, Ms. Zhao Lu will be beneficially interested in 210,000 shares.

  • (8) Mr. Dajian Yu was the beneficial owner of 500,000 Shares. On 23 March 2015, Mr. Yu was granted 250,000 share options under the Share Option Scheme. And on 20 August 2020, Mr. Dajian Yu was also granted 60,000 awarded shares under the Share Award Scheme. Upon the full exercise and vest of those share options and awarded shares, Mr. Dajian Yu will be beneficially interested in 310,000 shares.

  • (9) Mr. Yuan Xu will be the beneficial owner of 384,978 most senior class of shares of UGen World Inc. upon full conversion of the relevant share subscription warrants pursuant to the terms thereof and is the holder of US$100,000 convertible promissory note of UGen World Inc. which can be converted into such number of the most senior class or series of equity securities of UGen World Inc. or such class or series of equity securities of UGen World Inc. existing immediately prior to such conversion as elected by him in his sole discretion pursuant to the terms of the relevant convertible promissory note.

  • (10) Mr. Hong Zhang will be the beneficial owner of 230,986 most senior class of shares of UGen World Inc. upon full conversion of the relevant share subscription warrants pursuant to the terms thereof and is the holder of US$60,000 convertible promissory note of UGen World Inc. which can be converted into such number of the most senior class or series of equity securities of UGen World Inc. or such class or series of equity securities of UGen World Inc. existing immediately prior to such conversion as elected by him in his sole discretion pursuant to the terms of the relevant convertible promissory note.

Save as disclosed above, as of 31 December 2020, none of the Directors and chief executive of the Company was, under Divisions 7 and 8 of Part XV of the SFO, taken to be interested or deemed to have any other interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) that were required to be entered into the register kept by the Company pursuant to Section 352 of the SFO or were required to be notified to the Company and the Stock Exchange pursuant to Listing Rules.

(b) Substantial shareholders' and other persons' interests and short positions in Shares and underlying Shares

So far as were known to the Directors or chief executive of the Company, as at 31 December 2020, the following persons had interests and/or short positions of 5% or more of the Shares and underlying Shares of the Company as recorded in the register of interests required to be kept by the Company pursuant to Section 336 of the SFO:

Number

of Shares/

Approximate

underlying

percentage of

Name

Capacity/Nature of interest

Shares held

shareholding

Duke Online

Beneficial owner, interests held

256,390,731

21.32%

(Notes 1, 2)

jointly with another person

Mr. Zongjian Cai

Beneficial owner, interest in a controlled

256,390,731

21.32%

(Notes 1, 2)

corporation, spouse interest, interests

held jointly with another person

Mr. Yuan Xu

Beneficial owner, interests held

256,390,731

21.32%

(Notes 1, 2)

jointly with another person

Mr. Hong Zhang

Beneficial owner, interests held

256,390,731

21.32%

(Notes 1, 2)

jointly with another person

Ms. Kai Chen

Beneficial owner, spouse interest, interests

256,390,731

21.32%

(Notes 1, 2)

held jointly with another person

Mr. Zhixiang Chen

Beneficial owner, interests held

256,390,731

21.32%

(Notes 1, 2)

jointly with another person

Edmond Online

Beneficial owner

153,920,000

12.80%

(Note 3)

Mr. Yuan Chi

Beneficial owner, interest in

153,920,000

12.80%

(Note 3)

a controlled corporation

LSV Asset Management

Investment manager, interests held

61,935,000

5.15%

(Note 4)

through general partnership

Notes:

  • (1) Pursuant to an act in concert agreement dated 16 September 2013, as amended by an amendment dated 18 October 2016, Mr. Zongjian Cai, Duke Online, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Kai Chen and Mr. Zhixiang Chen agreed that they would act in concert with each other with respect to material matters relating to the Company's operation. Each of Mr. Zongjian Cai, Duke Online, Mr. Yuan Xu, Mr. Hong Zhang, Ms. Kai Chen (spouse of Mr. Zongjian Cai) and Mr. Zhixiang Chen is therefore deemed to be interested in the Shares held by one another under the SFO.

  • (2) Mr. Zongjian Cai was interested in all the issued share capital of Duke Online and he is the sole director of Duke Online. Therefore, he was deemed to be interested in 185,081,027 Shares held by Duke Online under the SFO. Mr. Zongjian Cai was deemed to be interested in all Shares held by Ms. Kai Chen under the SFO. On 23 March 2015, 332,000 share options were granted to Mr. Zongjian Cai under the Share Option Scheme. Upon the full exercise of such share options, Mr. Zongjian Cai will be beneficially interested in 332,000 Shares.

    Mr. Yuan Xu was the beneficial owner of 22,494,917 Shares. On 23 March 2015, he was also granted 613,000 share options under the Share Option Scheme. Upon the full exercise of such share options, Mr. Yuan Xu will be beneficially interested in 613,000 Shares.

    Mr. Hong Zhang was the beneficial owner of 8,616,835 Shares, and was granted 9,200,000 share options under the Pre-IPO Share Option Scheme, among which 4,400,000 share options have been exercised. On 23 March 2015, Mr. Hong Zhang was also granted 605,000 share options under the Share Option Scheme. Upon the full exercise of those share options, Mr. Hong Zhang will be beneficially interested in 5,405,000 Shares.

    Ms. Kai Chen was the beneficial owner of 17,847,952 Shares and she was also deemed to be interested in all Shares held by Mr. Zongjian Cai under the SFO.

    Mr. Zhixiang Chen was the beneficial owner of 16,000,000 Shares.

  • (3) Mr. Yuan Chi was the beneficial owner of all the issued share capital of Edmond Online and he is one of the directors of Edmond Online. Therefore, he was deemed to be interested in 153,434,000 Shares held by Edmond Online under the SFO. On 23 March 2015, 486,000 share options were granted to Mr. Yuan Chi under the Share Option Scheme. Upon the full exercise of such share options, Mr. Yuan Chi will be beneficially interested in 486,000 Shares.

  • (4) LSV Asset Management held 48,031,000 Shares in the capacity of investment manager, and 13,904,000 Shares are deemed interest through its general partnership interest in certain limited partnerships.

Save as disclosed above, as at 31 December 2020, the Directors are not aware of any other persons, other than the Directors and chief executives of the Company, whose interests are set out in the section headed "Directors' and chief executives' interests and short positions in shares, underlying shares and debentures" above, had interests or short positions in the Shares or underlying Shares of the Company that was required to be recorded pursuant to Section 336 to the SFO.

PRE-IPO SHARE OPTION SCHEME

The Pre-IPO Share Option Scheme was adopted by the Company on 12 November 2008 and amended on 16 September 2013 by written resolutions of all the Shareholders. The terms of our Pre-IPO Share Option Scheme are not subject to the provisions of Chapter 17 of the Listing Rules as our Pre-IPO Share Option Scheme will not involve the grant of options by us to subscribe for Shares once we have become a listed issuer.

The purpose of the Pre-IPO Share Option Scheme is to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by purchasing Shares.

The outstanding options under the Pre-IPO Share Option Scheme represent share options originally granted by the Company to the grantees on 20 January 2007, 1 July 2007, 1 July 2008, 5 December 2008, 19 March 2009, 1

August 2009, 1 November 2009, 18 April 2011, 21 April 2011, 25 April 2011, 3 May 2011, 16 May 2011, 13 June 2011, 2 July 2011, 14 August 2011, 15 January 2012, 21 May 2012, and 31 March 2013, respectively, in respect of the Shares in the Company. As of the Listing Date, a total of 224 participants, including three members of the senior management and seven connected persons of our Group have been conditionally granted options under the Pre-IPO Share Option Scheme. The Company should not and did not grant any share options under the Pre-IPO Share Option Scheme after the Listing.

Share options granted under the Pre-IPO Share Option Scheme shall mainly vest according to the following schedule, each with an exercise period commencing from the relevant vesting date and ending 10 years after the date of grant:

Maximum

percentage

Period within which option can be exercised

of entitlement

Any time after the date when the options are granted (the "First Granting Date"),

subject to grantee's completion of 12 months' continuous service

25%

Any time after the first anniversary of the First Granting Date,

subject to grantee's completion of 12 months' continuous service

25%

Any time after the second anniversary of the First Granting Date,

subject to grantee's completion of 12 months' continuous service

25%

Any time after the third anniversary of the First Granting Date,

subject to grantee's completion of 12 months' continuous service

25%

Below table set forth the exercise price of the share options granted on respective dates:

Date of grant

Exercise price

20 January 2007, 1 July 2007

US$0.004026

1 July 2008

US$0.008052

5 December 2008, 19 March 2009

US$0.03775

1 August 2009, 1 November 2009

US$0.05

18 April 2011, 21 April 2011, 25 April 2011, 3 May 2011, 16 May 2011, 13 June 2011

US$0.0525

2 July 2011, 14 August 2011, 15 January 2012, 21 May 2012, 31 March 2013

US$0.0865

Particulars and movements of share options under the Pre-IPO Share Option Scheme during the year ended 31 December 2020 by category of grantees were as follows:

Number of Pre-IPO share options

Lapsed/

As at

Exercised

forfeited

As at

31 December

during

during

31 December

Category of grantees

2019

the Year(Note)

the Year

2020

Director

6,400,000

1,600,000

-

4,800,000

Connected persons (other than Director)

530,000

230,000

-

300,000

Other employees who have been

granted share options under the

Pre-IPO Share Option Scheme to

subscribe for one million Shares or more

(Total no.: 4)

717,000

492,000

-

225,000

Other employees (Total no.: 64)

4,254,800

2,141,300

-

2,113,500

Total

11,901,800

4,463,300

-

7,438,500

Note: The weighted average closing price of the Shares immediately before the dates on which the Pre-IPO share options were exercised was HK$7.77 (for the year ended 31 December 2019: HK$9.76).

Save as disclosed above, no share options under the Pre-IPO Share Option Scheme have been exercised, lapsed or cancelled during the year ended 31 December 2020.

SHARE OPTION SCHEME

The Company has adopted the Share Option Scheme on 16 September 2013 for the purpose of giving the eligible persons an opportunity to have a personal stake in the Company and help motivate them to optimise their future performance and efficiency to the Group and/or to reward them for their past contributions, to attract and retain or otherwise maintain on-going relationships with such eligible persons who are significant to and/or whose contributions are or will be beneficial to the performance, growth or success of the Group, and additionally in the case of executives, to enable the Group to attract and retain individuals with experience and ability and/or to reward them for their past contributions.

Eligible persons shall be (a) any executive director of, manager of, or other employee holding an executive, managerial, supervisory or similar position in any member of the Group, any full-time or part-time employee, or a person for the time being seconded to work full-time or part-time for any member of the Group; (b) a director or proposed director (including a non-executive director and/or an independent non-executive director) of any member of the Group; (c) a direct or indirect shareholder of any member of the Group; (d) a supplier of goods or services to any member of the Group; (e) a customer, consultant, business or joint venture partner, franchisee, contractor, agent or representative of any member of the Group; (f) a person or entity that provides design, research, development or other support or any advisory, consultancy, professional or other services to any member of the Group; (g) an associate of any of the persons referred to in paragraphs (a) to (c) above; and (h) who, in the sole opinion of the Board, will contribute to or have contributed to the Group.

The maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other schemes of the Group shall not in aggregate exceed 10% of the Shares in issue as at the Listing Date, that is, 130,973,709 Shares. No option may be granted to any participant of the Share Option Scheme such that the total number of Shares issued and to be issued upon exercise of the options granted and to be granted to that person in any 12-month period up to the date of the latest grant exceeds 1% of the Company's issued share capital from time to time.

An option may be exercised in accordance with the terms of the Share Option Scheme at any time during a period as determined by the Board and not exceeding 10 years from the date of the grant. There is no minimum period for which an option must be held before it can be exercised. Participants of the Share Option Scheme are required to pay the Company HK$1.0 upon acceptance of the grant on or before the 28 days after the offer date. The exercise price of the options is determined by the Board in its absolute discretion and shall not be less than whichever is the highest of:

  • (a) the nominal value of a Share;

  • (b) the closing price of a Share as stated in the Stock Exchange's daily quotations sheets on the offer date; and

  • (c) the average closing price of a Share as stated in the Stock Exchange's daily quotation sheets for the five Business Days immediately preceding the offer date.

The Share Option Scheme shall be valid and effective for a period of 10 years from the Listing Date, after which no further options will be granted or offered.

Pursuant to Rule 17.07 of the Listing Rules, particulars and movements of share options under the Share Option Scheme during the year ended 31 December 2020 by category of grantees were as follows:

Number of share options

Lapsed/

Exercise

As at

Granted

Exercised

forfeited

Cancelled

As at

price

31 December

during

during

during

during

31 December

Category of grantees

Date of grant

per Share

2019

the Year

the Year

the Year

the Year

2020

Directors

Mr. Zongjian Cai

23 March 2015

HK$3.90

332,000

-

-

-

-

332,000

Mr. Yuan Xu

23 March 2015

HK$3.90

613,000

-

-

-

-

613,000

Mr. Hong Zhang

23 March 2015

HK$3.90

605,000

-

-

-

-

605,000

Ms. Jessie Shen

21 November 2014

HK$3.51

367,000

-

-

-

-

367,000

23 March 2015

HK$3.90

141,000

-

-

-

-

141,000

Mr. Feng Chen

23 March 2015

HK$3.90

300,000

-

-

-

-

300,000

Mr. Yuan Chi

23 March 2015

HK$3.90

486,000

-

-

-

-

486,000

Dr. Horn Kee Leong

4 May 2018

HK$12.14

180,000

-

-

-

180,000

-

Ms. Zhao Lu

23 March 2015

HK$3.90

200,000

-

50,000

-

-

150,000

4 May 2018

HK$12.14

180,000

-

-

-

180,000

-

Mr. Dajian Yu

23 March 2015

HK$3.90

250,000

-

-

-

-

250,000

4 May 2018

HK$12.14

180,000

-

-

-

180,000

-

Directors' respective associate

Ms. Meijia Chen

23 March 2015

HK$3.90

553,000

-

-

-

-

553,000

(cousin of Mr. Yuan Xu)

Employees (Total no.: 25)

11 August 2014

HK$5.47

100,000

-

-

-

-

100,000

21 November 2014

HK$3.51

75,000

-

-

-

-

75,000

23 March 2015

HK$3.90

1,321,500

-

322,500

-

-

999,000

20 April 2017

HK$10.50

540,000

-

-

-

540,000

-

17 November 2017

HK$10.08

175,000

-

-

75,000

100,000

-

23 August 2018

HK$10.24

150,000

-

-

-

150,000

-

19 August 2019

HK$5.75

439,000

-

-

-

-

439,000

6 May 2020

HK$4.91

-

357,000

-

-

-

357,000

Consultants (Total no.: 2)

21 November 2014

HK$3.51

75,000

-

75,000

-

-

-

23 March 2015

HK$3.90

75,000

-

75,000

-

-

-

Total

7,337,500

357,000

522,500

75,000

1,330,000

5,767,000

Note: The weighted average closing price of the Shares immediately before the dates on which the share options were exercised was HK$6.52 (for the year ended 31 December 2019: HK$9.62).

11 August 2014

Share options granted on 11 August 2014 were vested in eligible grantees from 11 August 2015 to 11 August 2018.

During the vesting period, 25% of the total number of share options granted were vested on each anniversary date of grant. The grantees can exercise the share options commencing from the relevant vesting dates and ending 10 years after the date of grant.

21 November 2014

Share options granted on 21 November 2014 were vested in eligible grantees from 21 November 2015 to 21

November 2018. During the vesting period, 25% of the total number of share options granted were vested on each anniversary date of grant. The grantees can exercise the share options commencing from the relevant vesting dates and ending 10 years after the date of grant.

23 March 2015

Share options granted on 23 March 2015 can be exercised from a period commencing from the relevant vesting dates and ending 10 years after the date of grant.

Out of the share options granted on 23 March 2015, 1,450,000 share options, which were granted to all of the non-executive Directors (excluding Mr. Yuan Chi who was subsequently re-designated as a non-executive Director on 21

August 2015) and independent non-executive Directors. One-third of the total number of share options granted were vested on each of the date of the annual general meeting in 2016, 2017 and 2018.

The remaining 4,889,000 share options were vested in the other eligible grantees from 23 March 2016 to 23 March 2019, of which 25% of the total number of the share options granted were vested on each anniversary date of grant.

20 April 2017

Share options granted on 20 April 2017 are vested in eligible grantees from 20 April 2018 to 20 April 2021. During the vesting period, 25% of the total number of share options granted are vested on each anniversary date of grant.

The grantees can exercise the share options commencing from the relevant vesting dates and ending 10 years after the date of grant. On 20 August 2020, a total of 540,000 share options granted were cancelled.

17 November 2017

Share options granted on 17 November 2017 are vested in eligible grantees from 17 November 2018 to 17

November 2021. During the vesting period, 25% of the total number of share options granted are vested on each anniversary date of grant. The grantees can exercise the share options commencing from the relevant vesting date and ending 10 years after the date of grant. On 20 August 2020, a total of 100,000 share options granted were cancelled.

4 May 2018

On 4 May 2018, the Company granted a total of 540,000 share options to Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu, all of whom are independent non-executive Directors, with each granted 180,000 share options. One-third of the total number of share options granted are vested on each of the date of the annual general meeting in 2019, 2020 and 2021. The grantees can exercise the share options commencing from the relevant vesting dates and ending 10 years after the date of grant. On 20 August 2020, a total of 540,000 share options granted were cancelled.

23 August 2018

Share options granted on 23 August 2018 are vested in eligible grantees from 23 August 2019 to 23 August 2022.

During the vesting period, 25% of the total number of share options granted are vested on each anniversary date of grant. The grantees can exercise the share options commencing from the relevant vesting date and ending 10 years after the date of grant. On 20 August 2020, a total of 100,000 share options granted were cancelled.

19 August 2019

Share options granted on 19 August 2019 are vested in eligible grantees from 19 August 2020 to 19 August 2023.

During the vesting period, 25% of the total number of share options granted is to be vested on each anniversary date of grant. The grantees can exercise the share options commencing from the relevant vesting date and ending 10 years after the date of grant.

6 May 2020

On 6 May 2020, the Board granted 357,000 share options to employees of the Group only. None of such share options were granted to the Group's suppliers and other participants. Share options granted on 6 May 2020, at an exercise price of HK$4.91 per Share, are vested in eligible grantees from 6 May 2021 to 6 May 2024. During the vesting period, 25% of the total number of share options granted will be vested on each anniversary date of grant.

The grantees can exercise the share options commencing from the relevant vesting date and ending 10 years after the date of grant. The closing price immediately before the date on which the options were granted on 6 May 2020 was HK$4.773.

Save as disclosed above, during the Year, no other share options under the Share Option Scheme have been granted, exercised, lapsed or cancelled.

SHARE AWARD SCHEME

The Share Award Scheme of the Company was adopted by the Board on 24 December 2013 (the "Adoption Date").

The purpose of the Share Award Scheme is to recognise the contributions by certain selected grantees and to give incentives thereto in order to retain them for the continuing operation and development of the Group, and to attract suitable personnel for further development of the Group.

The Board may, from time to time, at their absolute discretion select any eligible person (excluding any excluded grantee) for participation in the Share Award Scheme as a selected grantee. However, until so selected, no eligible person shall be entitled to participate in the Share Award Scheme. The awarded shares (where the Board has determined such number pursuant to the terms of the Share Award Scheme) shall be either (i) allotted and issued by the Company, by using the general mandate granted to the Board by the shareholders of the Company in the annual general meeting of the Company from time to time, unless separate Shareholders' approval is obtained in a general meeting of the Company, or (ii) acquired by Computershare Hong Kong Trustees Limited, as the trustee ("Trustee") from the open market by utilising the Company's resources provided to the Trustee, subject to the absolute discretion of the Board. The Company will contribute or grant cash to the Trustee to enable the Scheme to operate with necessary funds to purchase and/or subscribe for Shares. The vesting period shall, in any event, be no longer than ten years.

It is intended that the awarded shares under the Share Award Scheme will be offered to the selected grantees to take up the relevant awarded shares for no consideration subject to the compliance with the relevant laws and regulations, and certain conditions to be decided by the Board at the time of grant of the awarded shares under the Share Award Scheme.

Awarded shares held by the Trustee upon the trust and which are referable to a selected grantee shall vest to that selected grantee in accordance with a vesting schedule determined at the discretion of the Board, provided that the selected grantee remains at all times after the reference date (the date of final approval by the Board of the total number of shares to be awarded to the selected grantees in a single occasion pursuant to the Share Award Scheme or the date of an award by the Trustee pursuant to the trust deed) and on each relevant vesting date(s) an eligible person. The Board may also, in its absolute discretion, determine the performance, operating and financial targets and other criteria, if any, to be satisfied by the selected grantee before the awarded shares can vest.

The Board shall not make any further award which will result in the number of shares awarded by the Board under the Share Award Scheme in excess of 10% of the issued share capital of the Company as at the Adoption Date. In any event, the unvested shares held by the Trustee at any time shall be less than 5% of the issued share capital of the Company. The maximum number of Shares to all controlling shareholders which may be subject to an award or awards in any of the 12 months shall not in aggregate exceed 2% of the issued share capital of the Company from time to time. The maximum number of shares which may be awarded to a participant under the Share Award Scheme shall not exceed 1% of the issued share capital of the Company as at the Adoption Date.

Subject to any early termination as may be determined by the Board, the Share Award Scheme shall be valid and effective for a period of ten years commencing on the Adoption Date.

Details of the Share Award Scheme are set out in the Company's announcements dated 24 December 2013.

During the year ended 31 December 2020, the Company granted the awarded shares as followings:

6 May 2020

On 6 May 2020, the Board granted a total of 1,881,000 awarded shares, which have been acquired by the Trustee from the open market by utilising the Company's internal resources provided to the Trustee, to certain eligible persons pursuant to the Share Award Scheme at nil consideration. Each of the grantees is an Independent Third Party. The awarded shares granted shall be vested in the share award grantees from 6 May 2021 to 6 May 2024.

During the vesting period, 25% of the total number of awarded shares granted will be vested on each anniversary date of grant. The closing price immediately before the date on which the awarded shares were granted on 6 May 2020 was HK$4.773.

20 August 2020

On 20 August 2020, the Board granted a total of 1,288,333 awarded shares, which have been acquired by the Trustee from the open market by utilising the Company's internal resources provided to the Trustee, to certain employees and connected persons of the Group pursuant to the Share Award Scheme at nil consideration. The closing price immediately before the date on which the awarded shares were granted on 20 August 2020 was HK$9.550. The awarded shares granted shall be vested in accordance with the schedule below:

Awarded shares granted to independent non-executive Directors

Among the 1,288,333 awarded shares granted, 180,000 awarded shares, which were granted to Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu, the independent non-executive Directors, shall be fully vested on the date of the annual general meeting to be convened in 2021.

Awarded shares granted to certain employees

Among the 1,288,333 awarded shares granted, 80,000 awarded shares, which were granted to certain employees, shall be vested in eligible grantees from 20 August 2021 to 20 August 2022, of which 50% of the total number of the awarded shares granted will be vested on each anniversary date of grant.

Awarded shares granted to connected persons and certain employees

Among the 1,288,333 awarded shares granted, 183,333 awarded shares, which were granted to certain employees and two connected persons, Mr. Richard Chua Choon Kiat and Mr. Shuo Wang, who are directors of certain wholly-owned subsidiaries of the Company, shall be fully vested in eligible grantees on the first anniversary date of grant on 20 August 2021.

Other awarded shares

The remaining 845,000 awarded shares which were granted to certain employees shall be vested in eligible grantees from 20 August 2021 to 20 August 2024. During the vesting period, 25% of the total number of the awarded shares granted will be vested on each anniversary date of grant.

6 November 2020

On 6 November 2020, the Board granted a total of 963,730 awarded shares, which have been acquired by the Trustee from the open market by utilising the Company's internal resources provided to the Trustee, to certain eligible persons pursuant to the Share Award Scheme at nil consideration. Each of the grantees is an Independent Third Party. The awarded shares granted shall be vested in eligible grantees from 6 November 2021 to 6 November 2024. During the vesting period, 25% of the total number of the awarded shares granted will be vested on each anniversary date of grant. The closing price immediately before the date on which the awarded shares were granted on 6 November 2020 was HK$8.880.

Particulars of the movements of the awarded shares under the Share Award Scheme during the year ended 31 December 2020 are as followings:

Number of awarded shares

Lapsed/

Category of grantees

Date of grantAs at 31 December 2019

Granted during the YearVested during the Yearforfeited during

As at 31 Decemberthe Year 2020

Directors

Dr. Horn Kee Leong Ms. Zhao Lu

20 August 2020

20 August 2020

Mr. Dajian Yu

20 August 2020

- - -

60,000 - - 60,000

60,000 - - 60,000

60,000 - - 60,000

Employees (Total no.: 447)

8 April 2016

102,861

3 June 2016

166,044

30 August 2016

598,419

18 November 2016

263,015

20 April 2017

998,891

27 June 2017

244,079

8 September 2017

329,500

17 November 2017

443,729

23 March 2018

618,165

23 August 2018

890,320

9 November 2018

123,750

20 March 2019

215,000

6 May 2019

198,482

19 August 2019

6 May 2020

20 August 2020

6 November 2020

720,000 - - -

- - - - - - - - - - - - - - 1,873,000 1,108,333 963,730

102,861

166,044

565,919

258,015

- - 32,500 5,000

- - - -

499,435

7,500 491,956

122,032

- 122,047

156,000

22,500 151,000

218,097

7,500 218,132

206,048

5,327 406,790

278,018

76,250 536,052

33,750

37,500 52,500

52,500

8,750 153,750

49,620

- 148,862

170,000 - - -

70,000 480,000

100,000 1,773,000

110,000 998,333

20,000 943,730

Number of awarded shares

Lapsed/

As at

Granted

Vested

forfeited

As at

31 December

during

during

during

31 December

Category of grantees

Date of grant

2019

the Year

the Year

the Year

2020

Consultants (Total no.: 3)

3 June 2016

11,483

-

11,483

-

-

30 August 2016

42,603

-

42,603

-

-

18 November 2016

22,869

-

22,869

-

-

20 April 2017

44,806

-

22,402

-

22,404

27 June 2017

33,452

-

16,726

-

16,726

17 November 2017

37,070

-

18,534

-

18,536

23 March 2018

49,189

-

16,396

-

32,793

23 August 2018

18,398

-

6,132

-

12,266

6 May 2019

11,000

-

2,750

-

8,250

19 August 2019

20,000

-

-

20,000

-

6 May 2020

-

8,000

-

-

8,000

Total

6,203,125

4,133,063

3,038,234

522,827

6,775,127

Notes:

1.

The lapse of awarded shares during the Year was due to termination of employment of certain grantees.

2.

The weighted average closing price of the Shares immediately before the dates on which the awarded shares were

vested was HK$7.03 (for the year ended 31 December 2019: HK$7.48).

Save as disclosed above, during the year ended 31 December 2020, no awarded shares were granted, vested, or lapsed under the Share Award Scheme.

DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES

During the year ended 31 December 2020 and up until the date of this report, except that as disclosed in the sections headed "Pre-IPO Share Option Scheme", "Share Option Scheme" and "Share Award Scheme", none of the Directors or chief executives of the Company was granted any share options under the Pre- IPO Share Option Scheme or the Share Option Scheme or any awarded shares under the Share Award Scheme.

Save as disclosed above and in the section headed "Disclosure of Interest as per registers kept pursuant to the SFO" in this report, at no time for the year ended 31 December 2020 were there rights to acquire benefits by means of the acquisition of shares in, or debentures of the Company granted to any Director of the Company or their respective spouses or minor children, or were such rights exercised by them, or was the Company, its holding company or any of its subsidiaries a party to any arrangements to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debt securities (including debentures) of the Company or any other body corporate.

COMPETING INTEREST

Mr. Feng Chen was a non-executive director of XD Inc., a PRC game developer and operator, from June 2019 to December 2020. As a non-executive director of XD Inc., Mr. Feng Chen was primarily responsible for providing professional opinion and judgment to the board of directors of XD Inc. and was not involved in its daily management and operation. Accordingly, the Directors consider that the directorship of Mr. Feng Chen in XD Inc. did not give rise to any competition or conflict of interest between Mr. Feng Chen and our Company.

Except for the disclosure in this annual report, to the best knowledge of the Company, none of the Directors or the substantial shareholders of the Company or their respective associates has any interest in any business which competed or may compete with the business of the Group during the year ended 31 December 2020.

DIRECTORS' MATERIAL INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS

No transactions, arrangements or contracts to which the Company or any of its subsidiaries was a party to and in which a Director or its connected entity (within the meaning of section 486 of the Companies Ordinance) had a material interest in, whether directly or indirectly, and subsisted as of 31 December 2020 or at any time during the year ended 31 December 2020.

CHANGES IN DIRECTORS' INFORMATION

In accordance with Rule 13.51B(1) of the Listing Rules, the change of the information of the Directors are set out below:

In August 2020, Mr. Feng Chen was appointed as a director of associates of the Company, Fujian Tianzhi Internet Information Technology Co., Ltd.* (၅ܔ˂қʝᑌڦࢹ߅Ҧٰ΅Ϟࠢʮ̡) and Fuzhou Yunding Network Technology Co., Ltd.* (၅ψථ௟ၣഖ߅ҦϞࠢʮ̡). The Director's fee paid to Mr. Feng Chen under the director's service contract entered into between him and the Company has been revised from US$21,200 to US$63,600 with effect from August 2020. On 17 December 2020, Mr. Feng Chen ceased to be a non-executive director of XD Inc.

Save as disclosed above, there is no other change in the Directors' information required to be disclosed pursuant to Rules 13.51B(1) of the Listing Rules.

* For identification purpose only

MANAGEMENT CONTRACTS

No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the year ended 31 December 2020.

EQUITY-LINKED AGREEMENTS

Save as disclosed in the sections headed "Pre-IPO Share Option Scheme", "Share Option Scheme" and "Share Award Scheme", as at the end of and during the year ended 31 December 2020, the Company did not enter into (i) any agreement that will or may result in the Company issuing Shares; or (ii) any agreement requiring the Company to enter into any agreement specified in (i).

PERMITTED INDEMNITY PROVISION

Pursuant to Article 164 of the Articles of Association, the Directors shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which the Directors or any of the Directors shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of the Directors shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; provided that the indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the Directors.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

The Company had bought back the Shares on the Stock Exchange during the year ended 31 December 2020 with details as follows:

Price per Share

Number ofMonth of Purchase

Shares Bought BackHighest Price PaidLowest Price PaidTotal Consideration

HK$

HK$

Paid HK$

March 2020

3,696,000

4.60

4.09 16,600,100

May 2020

551,000

4.75

4.69 2,606,580

June 2020

15,812,000

6.33

5.14 89,888,970

December 2020

July 2020

567,000

6.55

6.52 3,712,500

November 2020

12,378,000

7.86

7.42 95,511,260

23,188,000

8.17

7.35 180,752,100

Total 56,192,000 389,071,510

As at the date of this report, all of the Shares bought back were cancelled.

The Directors performed the share repurchase in accordance with buy-back mandate granted by the Shareholders at the annual general meetings and in the best interests of the Company and the Shareholders as a whole. The share buy-backs were carried out having considered the market conditions and financial arrangements, the Directors believe that the share buy-back would enhance the value of the Company and Shareholders in the long term.

Save as disclosed above and that the trustee of the Share Award Scheme, pursuant to the terms of the rules and trust deed of the Share Award Scheme, purchased on the market a total of 4,101,000 Shares, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the Year.

AUDIT COMMITTEE

The Company has established an audit committee with written terms of reference in compliance with the Listing Rules. The primary duties of the audit committee are to review and to supervise the financial reporting process and risk management and internal control systems of the Group. The audit committee comprises all independent non-executive Directors, namely, Dr. Horn Kee Leong (chairman of the audit committee), Mr. Dajian Yu and Ms. Zhao Lu.

The audit committee has reviewed the audited consolidated financial statements of the Group for the year ended 31

December 2020 and was of the opinion that the preparation of such statements complied with applicable accounting standards and that adequate disclosure in accordance with the Listing Rules has been made in respect thereof.

RELATED PARTY TRANSACTIONS

Details of the related party transactions entered by the Group during the Year are set out in note 29 to the consolidated financial statements. The related party transactions set out in note 29(a) constitute continuing connected transactions that are fully exempt from disclosure requirements under Chapter 14A of the Listing Rules.

Save as disclosed in this annual report, the Group had not entered into any connected transaction which was required to be disclosed under the Listing Rules.

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

The Fuzhou Tianmeng Structured Contracts

The existing PRC laws and regulations restrict foreign investment in value-added telecommunication, Internet content and information services, and online games in the PRC. The wholly-owned subsidiary of the Company, Fuzhou Tianji, being a foreign-owned enterprise, does not have the requisite licenses to provide services regarding value-added telecommunication, Internet content and information services, and online games in the PRC.

In order to comply with PRC laws restricting foreign ownership in the value-added telecommunication in China, or foreign ownership prohibitions on Internet content and information services, the Group historically operated the licensing and publishing of self-developed browser games and client-based games in China through Fuzhou Tianmeng. Fuzhou Tianmeng, as a domestic company, holds an ICP License, Internet Culture Operating License and Internet Publishing License. In addition, Fuzhou Tianmeng holds certain of the Group's intellectual properties and is also partially vested with the Group's online games development functions.

In 2007, Fuzhou Tianji, the Founders and Fuzhou Tianmeng entered into the Previous Structured Contracts, as supplemented by the agreements in 2009 and 2013, pursuant to which the financial results of Fuzhou Tianmeng would be combined with the Company as if Fuzhou Tianmeng were a subsidiary of the Group. For details of terms of the Previous Structured Contracts, please refer to page 84 to page 85 of 2018 Annual Report of the Company.

Termination of the Previous Structured Contracts and the entering into of the Fuzhou Tianmeng Structured Contracts

On 28 December 2018, each of the Founders and the Fuzhou Tianmeng Registered Holders entered into an equity transfer agreement (the "Equity Transfer Agreement"), pursuant to which each of the Founders agreed to transfer 50% and 50% of the equity interests in Fuzhou Tianmeng to Mr. Deyang Zheng and Mr. Chengfeng Luo, respectively, at a total consideration of RMB10.51 million. On the same date, the relevant parties as detailed below also entered into the following agreements as detailed below to change the registered shareholders of Fuzhou Tianmeng:

  • (i) the termination agreement, pursuant to which the Founders, Fuzhou Tianmeng and Fuzhou Tianji agreed that subject to the entering into of the Fuzhou Tianmeng Structured Contracts by Fuzhou Tianmeng, Fuzhou Tianji and the Fuzhou Tianmeng Registered Holders, the Previous Structured Contracts would be terminated;

  • (ii) the loan agreement, pursuant to which, among others, Fuzhou Tianji agreed to offer each of Mr. Deyang Zheng and Mr. Chengfeng Luo a loan for the purpose of providing to the Fuzhou Tianmeng Registered Holders the consideration under the Equity Transfer Agreement; and

  • (iii) the tripartite agreement, pursuant to which, among others, Fuzhou Tianji, the Founders and the Fuzhou Tianmeng Registered Holders agreed to set-off the consideration under the Equity Transfer Agreement payable by the Fuzhou Tianmeng Registered Holders against the loans owed by the Founders to Fuzhou Tianji.

The Fuzhou Tianmeng Structured Contracts comprise eight agreements, the details of which are summarised as below:

  • (i) New Call Option Agreement: on 28 December 2018, Fuzhou Tianmeng, Fuzhou Tianji and the Fuzhou Tianmeng Registered Holders entered into the call option agreement (the "New Call Option Agreement"), pursuant to which each of the Fuzhou Tianmeng Registered Holders irrevocably granted the exclusive right to Fuzhou Tianji or its designee(s) to acquire equity interest in or assets of Fuzhou Tianmeng as and when permitted by the PRC laws. The amount of consideration payable by Fuzhou Tianji to the equity holders of Fuzhou Tianmeng shall be RMB1.0 or the lowest possible amount permissible under the applicable PRC laws. The Fuzhou Tianmeng Registered Holders shall return any consideration they receive in the event that Fuzhou Tianji exercises the call option under the New Call Option Agreement to acquire equity interest in or assets of Fuzhou Tianmeng.

  • (ii) New Equity Pledge Agreement: on 28 December 2018, Fuzhou Tianji and the Fuzhou Tianmeng Registered Holders entered into the equity pledge agreement (the "New Equity Pledge Agreement"), pursuant to which the Fuzhou Tianmeng Registered Holders granted Fuzhou Tianji a continuing first priority security interest over their respective equity interest in Fuzhou Tianmeng, representing all of the equity interest in Fuzhou Tianmeng's registered capital, for the purpose of securing the performance of contractual obligations by Fuzhou Tianmeng under the Fuzhou Tianmeng Structured Contracts. In addition, the Fuzhou Tianmeng Registered Holders agreed to allocate, use or deal with the dividends and other non-cash distributions paid for the equity interest in Fuzhou Tianmeng in any way according to the instruction of Fuzhou Tianji.

  • (iii) Power of Attorney of Mr. Deyang Zheng: on 28 December 2018, Mr. Deyang Zheng issued a power of attorney (the "Power of Attorney of Mr. Deyang Zheng"), pursuant to which Mr. Deyang Zheng irrevocably authorised the Directors and their successors or the Company's liquidator to exercise all the shareholders' rights of Mr. Deyang Zheng in Fuzhou Tianmeng.

  • (iv) Power of Attorney of Mr. Chengfeng Luo: on 28 December 2018, Mr. Chengfeng Luo issued a power of attorney (the "Power of Attorney of Mr. Chengfeng Luo", together with the Power of Attorney of Mr. Deyang Zheng, the "New Power of Attorney"), pursuant to which Mr. Chengfeng Luo irrevocably authorised the Directors and their successors or the Company's liquidator to exercise all the shareholders' rights of Mr. Chengfeng Luo in Fuzhou Tianmeng.

  • (v) New Exclusive Technical Consulting Service Agreement: on 28 December 2018, Fuzhou Tianmeng, Fuzhou Tianji and the Fuzhou Tianmeng Registered Holders entered into the exclusive technical consulting service agreement (the "New Exclusive Technical Consulting Service Agreement"), pursuant to which Fuzhou Tianmeng agreed to pay a fee to Fuzhou Tianji in return for Fuzhou Tianji providing exclusive technical consulting services as required by Fuzhou Tianmeng to support its operations. According to the New Exclusive Technical Consulting Service Agreement, unless otherwise agreed by both parties, Fuzhou Tianji would provide technical support and consultation services to Fuzhou Tianmeng, as the consideration, and the technical services fees will be paid on a quarterly basis and equal to Fuzhou Tianmeng's total revenue deducting all related expenses, costs and taxes payable by Fuzhou Tianmeng.

(vi) New Online Game Licensing Agreement: on 28 December 2018, Fuzhou Tianji and Fuzhou Tianmeng entered into the online game licensing agreement (the "New Online Game Licensing Agreement"), pursuant to which Fuzhou Tianji agreed to grant to Fuzhou Tianmeng usage rights on various online game software for operation in the PRC. As the consideration, Fuzhou Tianmeng is required to pay to Fuzhou Tianji (i) an initial licensing fee, payable after the signing date; and (ii) commissions payable on a quarterly basis according to a percentage generally accepted in the market and such commission shall be a fair value.

  • (vii) Spouse Undertaking of Mr. Deyang Zheng: on 28 December 2018, the spouse of Mr. Deyang Zheng issued a spouse undertaking (the "Spouse Undertaking of Mr. Deyang Zheng") to the effect that (i) Mr. Deyang Zheng's interests in Fuzhou Tianmeng (together with any other interests therein) do not fall within the scope of communal properties; (ii) she has no right to or control over such interests of Mr. Deyang Zheng and will not have any claim on such interest. No authorisation or consent will be needed from her for the performance, amendment or termination of the Fuzhou Tianmeng Structured Contracts by Mr. Deyang Zheng; (iii) she will execute all necessary documents and take all necessary actions to ensure the performance of the Fuzhou Tianmeng Structured Contracts; and (iv) in the event that she obtains any interests in Fuzhou Tianmeng, she will be subject to and abide by the terms of the Fuzhou Tianmeng Structured Contracts, and at the request of Fuzhou Tianji, she will sign any documents in the form and substance consistent with the Fuzhou Tianmeng Structured Contracts.

  • (viii) Spouse Undertaking of Mr. Chengfeng Luo: on 28 December 2018, the spouse of Mr. Chengfeng Luo issued a spouse undertaking (the "Spouse Undertaking of Mr. Chengfeng Luo", together with the Spouse Undertaking of Mr. Deyang Zheng, the "Spouse Undertakings") to the effect that (i) Mr. Chengfeng Luo's interests in Fuzhou Tianmeng (together with any other interests therein) do not fall within the scope of communal properties; (ii) she has no right to or control over such interests of Mr. Chengfeng Luo and will not have any claim on such interest.

    No authorisation or consent will be needed from her for the performance, amendment or termination of the Fuzhou Tianmeng Structured Contracts by Mr. Chengfeng Luo; (iii) she will execute all necessary documents and take all necessary actions to ensure the performance of the Fuzhou Tianmeng Structured Contracts; and (iv) in the event that she obtains any interests in Fuzhou Tianmeng, she will be subject to and abide by the terms of the Fuzhou Tianmeng Structured Contracts, and at the request of Fuzhou Tianji, she will sign any documents in the form and substance consistent with the Fuzhou Tianmeng Structured Contracts.

    Please refer to the announcement dated 28 December 2018 for details of the continuing connected transactions relating to the entering into of the Fuzhou Tianmeng Structured Contracts.

The Xinhan Liaokuo Structured Contracts

Xinhan Liaokuo is a domestic company established in September 2020 and holds an ICP License, the principal business operation of which includes (i) designing and developing online mobile games; (ii) providing online customer support services to end users in the PRC; and (iii) operating and ongoing maintenance of Chinese versions of developed games in the PRC.

After the analysis of the Group's game operating strategy and in order to extend the game publishing network in the PRC, the Directors believe that the entry into another set of structured contracts is in the best interests of the Company and the Shareholders as a whole. Therefore, during the Year, Hainan Tianzhi, Xinhan Liaokuo and Xinhan Liaokuo Registered Holders entered into the Xinhan Liaokuo Structured Contracts, pursuant to which the financial results of Xinhan Liaokuo would be combined with the Company as if Xinhan Liaokuo were a subsidiary of the Group.

The Xinhan Liaokuo Structured Contracts comprise eight agreements, the details of which are summarised as below:

  • (i) Xinhan Liaokuo Call Option Agreement: on 30 October 2020, Hainan Tianzhi, Xinhan Liaokuo and the Xinhan Liaokuo Registered Holders entered into the call option agreement (the "Xinhan Liaokuo Call Option Agreement"), pursuant to which each of the Xinhan Liaokuo Registered Holders irrevocably granted the exclusive right to Hainan Tianzhi or its designee(s) to acquire equity interest in or assets of Xinhan Liaokuo as and when permitted by the PRC laws. The amount of consideration payable by Hainan Tianzhi to the equity holders of Xinhan Liaokuo shall be RMB1.0 or the lowest possible amount permissible under the applicable PRC laws. The Xinhan Liaokuo Registered Holders shall return any consideration they receive in the event that Hainan Tianzhi exercises the call option under the Xinhan Liaokuo Call Option Agreement to acquire equity interest in or assets of Xinhan Liaokuo.

  • (ii) Xinhan Liaokuo Pledge Agreement: on 30 October 2020, Hainan Tianzhi and the Xinhan Liaokuo Registered Holders entered into the equity pledge agreement (the "Xinhan Liaokuo Equity Pledge Agreement"), pursuant to which the Xinhan Liaokuo Registered Holders granted Hainan Tianzhi a continuing first priority security interest over their respective equity interest in Xinhan Liaokuo, representing all of the equity interest in Xinhan Liaokuo's registered capital, for the purpose of securing the performance of contractual obligations by Xinhan Liaokuo under the Xinhan Liaokuo Structured Contracts. In addition, the Xinhan Liaokuo Registered Holders agreed to allocate, use or deal with the dividends and other non-cash distributions paid for the equity interest in Xinhan Liaokuo in any way according to the instruction of Hainan Tianzhi.

  • (iii) Second Power of Attorney of Mr. Deyang Zheng: on 30 October 2020, Mr. Deyang Zheng issued a power of attorney (the "Second Power of Attorney of Mr. Deyang Zheng"), pursuant to which Mr. Deyang Zheng irrevocably authorised the Directors and their successors or the Company's liquidator to exercise all the shareholders' rights of Mr. Deyang Zheng in Xinhan Liaokuo.

  • (iv) Second Power of Attorney of Mr. Chengfeng Luo: on 30 October 2020, Mr. Chengfeng Luo issued a power of attorney (the "Second Power of Attorney of Mr. Chengfeng Luo", together with the Second Power of Attorney of Mr. Deyang Zheng, the "Second Power of Attorney"), pursuant to which Mr. Chengfeng Luo irrevocably authorised the Directors and their successors or the Company's liquidator to exercise all the shareholders' rights of Mr. Chengfeng Luo in Xinhan Liaokuo.

(v) Xinhan Liaokuo Exclusive Technical Consulting Service Agreement: on 30 October 2020, Xinhan Liaokuo,

Hainan Tianzhi and the Xinhan Liaokuo Registered Holders entered into the exclusive technical consulting service agreement (the "Xinhan Liaokuo Exclusive Technical Consulting Service Agreement"), pursuant to which Xinhan Liaokuo agreed to pay a fee to Hainan Tianzhi in return for Hainan Tianzhi providing exclusive technical consulting services as required by Xinhan Liaokuo to support its operations. According to the Xinhan Liaokuo Exclusive Technical Consulting Service Agreement, unless otherwise agreed by both parties, Hainan Tianzhi would provide technical support and consultation services to Xinhan Liaokuo, as the consideration, and the technical services fees will be paid on a quarterly basis and equal to Xinhan Liaokuo's total revenue deducting all related expenses, costs and taxes payable by Xinhan Liaokuo.

  • (vi) Xinhan Liaokuo Online Game Licensing Agreement: on 30 October 2020, Hainan Tianzhi and Xinhan Liaokuo entered into the online game licensing agreement (the "Xinhan Liaokuo Online Game Licensing Agreement"), pursuant to which Hainan Tianzhi agreed to grant to Xinhan Liaokuo usage rights on various online game software for operation in the PRC. As the consideration, Xinhan Liaokuo is required to pay to Hainan Tianzhi (i) an initial licensing fee, payable after the signing date; and (ii) commissions payable on a quarterly basis according to a percentage generally accepted in the market and such commission shall be a fair value.

  • (vii) Second Spouse Undertaking of Mr. Deyang Zheng: on 30 October 2020, the spouse of Mr. Deyang Zheng issued a spouse undertaking (the "Second Spouse Undertaking of Mr. Deyang Zheng") to the effect that (i)

    Mr. Deyang Zheng's interests in Xinhan Liaokuo (together with any other interests therein) do not fall within the scope of communal properties; (ii) she has no right to or control over such interests of Mr. Deyang Zheng and will not have any claim on such interest. No authorisation or consent will be needed from her for the performance, amendment or termination of the Xinhan Liaokuo Structured Contracts by Mr. Deyang Zheng; (iii) she will execute all necessary documents and take all necessary actions to ensure the performance of the Xinhan Liaokuo Structured Contracts; and (iv) in the event that she obtains any interests in Xinhan Liaokuo, she will be subject to and abide by the terms of the Xinhan Liaokuo Structured Contracts, and at the request of Hainan Tianzhi, she will sign any documents in the form and substance consistent with the Xinhan Liaokuo Structured Contracts.

  • (viii) Second Spouse Undertaking of Mr. Chengfeng Luo: on 30 October 2020, the spouse of Mr. Chengfeng Luo issued a spouse undertaking (the "Second Spouse Undertaking of Mr. Chengfeng Luo", together with the Spouse Undertaking of Mr. Deyang Zheng, the "Second Spouse Undertakings") to the effect that (i) Mr.

    Chengfeng Luo's interests in Xinhan Liaokuo (together with any other interests therein) do not fall within the scope of communal properties; (ii) she has no right to or control over such interests of Mr. Chengfeng Luo and will not have any claim on such interest. No authorisation or consent will be needed from her for the performance, amendment or termination of the Xinhan Liaokuo Structured Contracts by Mr. Chengfeng Luo; (iii) she will execute all necessary documents and take all necessary actions to ensure the performance of the Xinhan Liaokuo Structured Contracts; and (iv) in the event that she obtains any interests in Xinhan Liaokuo, she will be subject to and abide by the terms of the Xinhan Liaokuo Structured Contracts, and at the request of Hainan Tianzhi, she will sign any documents in the form and substance consistent with the Xinhan Liaokuo Structured Contracts.

For the purpose of the Listing, the Company applied to the Stock Exchange, and the Stock Exchange granted a waiver from (i) strict compliance with the announcement and independent Shareholders' approval of the Company, (ii) setting a maximum aggregate annual value under Fuzhou Tianmeng Structured Contracts, and (iii) fixing the terms of Fuzhou Tianmeng Structured Contracts to three years or less, for as long as Shares are listed on the Stock Exchange, subject to numerous conditions as set out in the section headed "Continuing Connected Transactions" of the Prospectus. The Xinhan Liaokuo Structured Contracts are cloned from the Fuzhou Tianmeng Structured Contracts with substantially the same terms. Pursuant to the aforementioned conditions, cloning of structured contracts similar to the Fuzhou Tianmeng Structured Contracts will not be subject to the strict requirements of announcement and shareholders' approval under Chapter 14A of the Listing Rules.

Contribution of the Structured Contracts to the Group

The Directors are of the view that the Group kept the Structured Contracts to maintain presence in the PRC for further development but the business and operation of the Group do not rely on Fuzhou Tianmeng, Xinhan Liaokuo or the Structured Contracts.

The tables below compare the number of games operated, game revenue and assets attributable to Fuzhou Tianmeng and Xinhan Liaokuo during the year ended 31 December 2020:

Number of games operated:

Developed in-house Licensed

As at 31 December 2020

Fuzhou Tianmeng

0

1

Xinhan Liaokuo

0

0

Game revenue*:

Revenue

Percentage of the

attributable to

total revenue of

the relevant entity

the Group

Fuzhou Tianmeng

Xinhan Liaokuo

For the year ended 31 December 2020

US$' 000

%

51,465 7.31

- 0.00

* Game revenue is from external customers.

Assets:

Assets

Percentage of

attributable to

the total assets of

the relevant entity

the Group

As at 31 December 2020

US$' 000

%

Fuzhou Tianmeng

40,187

6.38

Xinhan Liaokuo

65

0.01

On-going reporting and approvals

The Directors confirmed that, as at the date hereof, the Structured Contracts had not been challenged by the relevant authorities in the PRC and the Group had not encountered any interference or encumbrance from any PRC governing bodies in operating their business through Fuzhou Tianmeng and Xinhan Liaokuo under the Structured Contracts.

The Group has adopted the following measures to ensure the effective operation of our Group with the implementation of the Structured Contracts and our compliance with the Structured Contracts:

  • • The Company confirms that in order to ensure the operation of the Structured Contracts, the Company has reviewed the overall performance and compliance with the Structured Contracts for the year ended 31

    December 2020.

  • • The independent non-executive Directors will review the Structured Contracts annually and confirm in the annual reports that (i) the transactions carried out during such year have been entered into in accordance with relevant terms of the Structured Contracts such that all revenue generated by Fuzhou Tianmeng and Xinhan Liaokuo deducting all related expenses, costs and the taxes payable by them has been retained by the Group; (ii) no dividends or other distributions have been made by Fuzhou Tianmeng and Xinhan Liaokuo to their respective equity interest holders; and (iii) no new contracts or renewed contracts have been entered into on the same terms as the Structured Contracts.

  • • The Company has engaged KPMG as its auditor to perform procedures annually on the transactions contemplated under the Structured Contracts and the auditor will carry out procedures annually to ensure that no dividend has been distributed by Fuzhou Tianmeng and Xinhan Liaokuo to their respective equity holders which was not subsequently assigned or transferred to our Group and relevant transactions have received approval of the Board and were entered into in accordance with the terms of the Structured Contracts.

  • • Save as disclosed in the annual report and in compliance with the applicable requirements under the Listing Rules, the Group has not renewed and/or reproduced any of the framework of and terms and conditions similar to those of the Structured Contracts in relation to any existing or new wholly foreign-owned enterprise or operating company.

  • • Each of Fuzhou Tianmeng and Xinhan Liaokuo has provided the Company's management and auditors with full access to relevant records for the purpose of the auditors' performance of review procedures on relevant transactions under the Structured Contracts.

Regulatory Matters in Relation to the Structured Contracts

FITE Regulations

Foreign investment in telecommunications sector is governed by the Regulations on Administration of Foreign Invested Telecommunications Enterprises (̮ਠҳ༟ཥڦΆุ၍ଣ஝֛) (the "FITE Regulations"), which were promulgated by the State Council on 11 December 2001 and amended on 10 September 2008 and 6 February 2016.

Pursuant to the FITE Regulations, a foreign investor must establish a Chinese-foreign equity joint venture with a Chinese partner to invest in telecommunications industry. A foreign-invested telecommunications enterprise, or FITE, is allowed to be engaged in basic telecommunications business and value-added telecommunications business. The foreign investor's ultimate equity holding percentage in a value-added telecommunications business shall not exceed 50% except in E-commerce, domestic multi-party communication, store and forward, call center, which can be operated by a wholly foreign-owned enterprise according to the Special Administrative Measure (Negative List) for the Access of Foreign Investment (2020). In addition, the FITE Regulations require a foreign investor to demonstrate a good track record and prior experience in providing value-added telecommunications services business before it can acquire any equity interest in a value-added telecommunications services business in the PRC (the "Qualification Requirements"). However, as advised by our PRC legal advisers, Jingtian & Gongcheng, as at the date of this report, there are no administrative or implementing rules in the PRC defining the term "a good track record and prior experience". Our PRC legal advisers, Jingtian & Gongcheng, also advised the disclosures in the Prospectus with regard to the qualification requirements on the Group's business stipulated under the provisions on FITE Regulations remain unchanged since the Listing Date and up to the date hereof.

The Group has been relying on our extensive experience in the overseas online game business operations in an attempt to comply with the Qualification Requirement, so as to be qualified to acquire the entire equity interests in Fuzhou Tianmeng and Xinhan Liaokuo when the restrictions on the percentage of foreign ownership in value-added telecommunications services and on foreign ownership in value-added telecommunication enterprises are lifted. Our PRC legal advisers, Jingtian & Gongcheng, advised that the Company has reasonably assessed the requirements under all applicable rules and committed financial and other resources in light of the Qualification Requirements and that none of the applicable PRC laws, regulations or rules provides clear guidance or interpretation on the Qualification Requirements, the above-mentioned measures are currently sufficient to comply with the Qualification Requirements.

Foreign Investment Law

The Foreign Investment Law (̮ਠҳ༟ج) (the "FIL"), approved by the second session of the 13th National People's Congress, and the Regulation on the Implementation of the Foreign Investment Law (̮ਠҳ༟جྼ݄ૢԷ) (the "FIL Implementation Regulation"), promulgated by the State Council, have come into effect on 1 January 2020.

According to the FIL, the investment in China directly or indirectly by foreign natural persons, enterprises or other organisations ("Foreign Investors") is defined as foreign investment ("Foreign Investment"), which includes the following situations: (1) Foreign Investors alone or cooperate with other investors to establish foreign-invested enterprises; (2) Foreign Investors acquire shares, equities, property shares or other similar rights of Chinese domestic enterprises; (3) Foreign Investors alone or cooperate with other investors invest projects in China; (4) other means of investment prescribed by laws, administrative regulations and rules promulgated by the State Council.

According to Jingtian & Gongcheng, our PRC legal advisers, the FIL and the FIL Implementation Regulation don't clearly stipulate whether the Structured Contracts are a form of Foreign Investment.

In accordance with the existing provisions of the FIL and the FIL Implementation Regulation and if the laws, administrative regulations and the State Council do not include the Structured Contracts as a form of Foreign Investment, the Structured Contracts will not be materially affected. However, in view of the provisions of the above-mentioned situation (4) of Foreign Investment in the FIL, it is not excluded that the Structured Contracts may be regarded as a form of Foreign Investment according to laws, administrative regulations or rules promulgated by the State Council in the future. In this regard, the Company cannot guarantee that the Structured Contracts and the operations of Fuzhou Tianmeng and Xinhan Liaokuo will not be materially and adversely affected by changes in PRC laws and regulations in the future.

Since the FIL and the FIL Implementation Regulation do not clarify whether the Structured Contracts are a form of Foreign Investment, the Company believes that it may not be appropriate at this stage to formulate specific measures to avoid the Structured Contracts being recognised as a form of Foreign Investment under the FIL. If the Structured Contracts is recognised as a form of Foreign Investment in the future, and there is no special provision for the Structured Contracts that allows Fuzhou Tianmeng and Xinhan Liaokuo, provided that certain conditions are met, to continue to carry out relevant foreign investment restricted or prohibited businesses, the Company might be requested to dispose of its interests in Fuzhou Tianmeng and Xinhan Liaokuo. The appropriate risk factors had already been disclosed in the paragraph headed "Risks And Limitations Relating To The New VIE Structure - There is no assurance that the contractual arrangements between Fuzhou Tianji and Fuzhou Tianmeng will be deemed to be in compliance with existing or future PRC laws and regulations" in the announcement of the Company dated 28

December 2018.

The Company confirms that if the Structured Contracts are required to be unwind or the Company is required to dispose of the interests in Fuzhou Tianmeng and Xinhan Liaokuo in the future, it can engage other domestic publishers with the due qualifications and licenses to operate its online games in the PRC, which may adversely affect the Group's operational and financial performance because engaging other domestic publishers may impose more costs to the Group. However, the Company expects that such adverse impact on the Group's operational and financial performance will not be material considering that (1) the revenue and assets attributable to the Structured Contracts are about 7.31% and 6.39% respectively, and (2) there is no legal obstacle for Fuzhou Tianmeng and Xinhan Liaokuo to transfer their respective assets to Fuzhou Tianji, Hainan Tianzhi or IGG Singapore, as the case maybe, a subsidiary of the Group.

During the year ended 31 December 2020, the Group has implemented the following measures to ensure the effective operation of the Structured Contracts and the Group's compliance with the Structured Contracts:

  • • major issues arising from the implementation and compliance with the Structured Contracts or any regulatory enquiries from government authorities will be submitted to the Board, if necessary, for review and discussion on an occurrence basis;

  • • the Board will review the overall performance of and compliance with the Structured Contracts at least once a year;

  • • the Company will disclose the overall performance and compliance with the Structured Contracts in its annual/ interim report to update the Shareholders and potential investors;

  • • the Directors will provide periodic updates in the annual/interim reports regarding the qualification requirements as stipulated under the FITE Regulations and the development of laws and regulations on foreign investment, including the latest relevant regulatory development as well as the plan and progress in acquiring the relevant experience to meet these qualification requirements; and

  • • the Company will engage external legal advisers or other professional advisers, if necessary, to assist the Board to review the implementation of the Structured Contracts, review the legal compliance of Fuzhou Tianji, Fuzhou Tianmeng, Hainan Tianzhi and Xinhan Liaokuo to deal with specific issues or matters arising from the Structured Contracts.

Confirmation of independent non-executive Directors

The independent non-executive Directors have reviewed the Structured Contracts (collectively referred to as the "Continuing Connected Transactions") and confirmed that during the year ended 31 December 2020:

(i) the Continuing Connected Transactions have been entered into in the ordinary and usual course of business of the Company;

  • (ii) as appropriate, the Continuing Connected Transactions are on normal commercial terms or, on terms no less favourable to the Company than terms available to or from Independent Third Parties; and

  • (iii) the Continuing Connected Transactions have been entered into in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole.

Confirmation of auditor of the Company

KPMG, the Company's auditor, were engaged to report on the Continuing Connected Transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information" and with reference to Practice Note 740 "Auditor's Letter on Continuing Connected Transactions under the Hong Kong Listing Rules" issued by the Hong Kong Institute of Certified Public Accountants.

After performing the procedure related to Continuing Connected Transactions, KPMG confirmed that:

  • a. nothing has come to their attention that causes them to believe that the Continuing Connected Transactions have not been approved by the Board.

  • b. for transactions involving the provision of goods or services by the Group, nothing has come to their attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company.

  • c. nothing has come to their attention that causes them to believe that the Continuing Connected Transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions.

  • d. nothing has come to their attention that causes them to believe that dividend or other distribution was made by Fuzhou Tianmeng and Xinhan Liaokuo to their respective equity holders.

KPMG have issued their letter containing their findings and conclusions in respect of the Continuing Connected Transactions in accordance with Rule 14A.56 of the Listing Rules. A copy of the auditor's letter has been provided by the Company to the Stock Exchange.

EMPLOYEES

Emolument Policy

The Group's emolument policies are based on the merit, qualifications and competence of individual employees and are reviewed by the remuneration committee periodically.

The emoluments of the Directors are recommended by the remuneration committee and are decided by the Board, having regard to the Group's operating results, individual performance and comparable market statistics. Details of Directors' remuneration and five individuals with highest emoluments are set out in notes 8 and 9 to the consolidated financial statements.

The Company has adopted the Pre-IPO Share Option Scheme, the Share Option Scheme and the Share Award Scheme to motivate and reward Directors and eligible employees. Details of the schemes are set out in the paragraphs headed "Pre-IPO Share Option Scheme", "Share Option Scheme" and "Share Award Scheme" in this report and note 23 to the consolidated financial statements. None of the directors waived any emoluments during the year ended 31 December 2020.

Pension Scheme

Particulars of the pension scheme of the Group are set out in note 22 to the consolidated financial statements.

Key Relationship

Employees are regarded as the most important and valuable assets of the Group. The objectives of the Group's human resource management are to: (i) reward and recognise performing staff by providing a fair, efficient and competitive remuneration package and implementing a sound performance appraisal system with appropriate incentives, (ii) build a sense of belongings among employees by offering them a better working environment, and (iii) promote career development and progression through offering on-job training to employees and providing opportunities within the Group for career advancement.

For further details, please refer to the section headed "Corporate Social Responsibility Report - 4 Caring for Employees" in this report.

MAJOR CUSTOMERS AND SUPPLIERS

The customers of the Group primarily consist of hundreds of millions of individual players and licensees of our games. The Group provides customer services for each of the games offered by the Group to cater to the needs of the players. The Group has also adopted various means to strengthen the communication between the players and the Group, including customer service support via live in-game chat, online support or email all year around. The five largest customers of the Group during the year ended 31 December 2020 only accounted for 0.3% of the Group's total revenue.

The Group's suppliers primarily include advertising service providers, payment service providers, licensors of games, and server, data center and bandwidth providers. The Group maintains sound relationships with these suppliers and receives professional and value-added services from them. Most of the key service providers have ongoing business relationship with the Group for years. The largest and five largest suppliers of the Group during the year ended 31

December 2020 accounted for 21.6% and 56.4% of the Group's total purchases respectively.

So far as is known to the Directors, at no time during the year ended 31 December 2020 did a Director, his/her associate(s) or a Shareholder, which to the knowledge of the Director owns more than 5% of the Company's share capital have an interest in any of the Group's five largest customers and suppliers.

BANK LOAN AND OTHER BORROWINGS

The Group did not record any bank loans or other borrowings as at 31 December 2020.

PRE-EMPTIVE RIGHTS

There are no provisions for pre-emptive rights under the Articles of Association or the laws of Cayman Islands where the Company is incorporated applicable to the Company.

BUSINESS REVIEW

The business review of the Group for the year ended 31 December 2020 as set out in the section headed "Management Discussion and Analysis - Business Review" in this annual report is expressly included in this report and forms part of this directors' report.

COMPLIANCE WITH LAWS AND REGULATIONS

The Group has engaged professional service firms for advices regarding compliance matters with various jurisdictions which the Group's subsidiaries operate, such as compliance with the Listing Rules and other regulatory requirements issued or required by the Stock Exchange and Securities and Futures Commission and the privacy and personal data protection laws. The Group also keeps a close watch on any new laws or regulatory changes.

During the year ended 31 December 2020 and up to the date of this report, the Group has complied with the relevant laws and regulations that have a significant impact on the Company.

BUSINESS RISKS AND RISK MANAGEMENT

The Board acknowledges its responsibility for the effectiveness of the risk management and internal control systems of the Group, which are designed to manage the risk of failure to achieve objectives and provide reasonable assurance against material misstatement or loss. When conducting business activities globally, the Group is exposed to a variety of key risks. Management team of the Group regularly monitors and updates risk profile and exposure and report to the audit committee regarding the effectiveness of the Group's system of internal control in mitigating risks.

Business Risk

The Group conducts business globally and faces business risks includes reputation risks, investment and acquisition risks, taxation risks and corporate responsibility and sustainability risks. The Board meets regularly and reviews the investment and expansion strategies, business plan, financial results, and key performance indicators of the Group to ensure that the business risks are controlled and managed, and potential risks can be identified.

Financial Risk

The Group has adopted financial risk management policies to control the Group's financial risk exposure, such as taxation risks, currency risks and financial reporting risks. Also, the Board monitors the financial results and key operating statistics with the assistance of the Group's internal financial reporting department on a monthly basis.

Compliance Risk

The Group has adopted internal procedures to monitor the Group's compliance risk to ensure that the Group's compliance with the laws and regulations in regions which the Group conducts business. In addition, the Group from time to time engages consulting firms and professional advisers to keep the Group updated with the latest development in the regulatory environments.

Operational Risk

The Group has adopted procedures to manage its operational risk exposures, such as human resources risks and IT governance risks. The Group monitors the overall employee turnover rate, degree of satisfaction, and IT system status on a monthly basis, and adopts countermeasures if any risk indicators arise.

ENVIRONMENTAL PROTECTION

The Group is committed to acting in an environmentally responsible manner. To encourage sustainable use of resources, the Group has adopted initiatives of reducing energy consumption and recycling consumables such as computer hardware, paper and other consumables.

The Group's business activities do not involve any significant industrial and environmental pollution since the Group is not engaged in any manufacturing activities. Currently, the Group does not foresee any industrial or environmental risk nor any issues for the Group to comply with environmental law or regulations. Nevertheless, the Group will remain alert to regulatory changes in countries where it is present.

Details of the environmental protection activities of the Group for the Year are set out in the section headed "Corporate Social Responsibility Report - 6 Green Operation".

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IGG Inc. published this content on 04 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2021 10:48:02 UTC.