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United States securities and exchange commission logo
August 14, 2023
David Li
Chief Executive Officer
JOYY Inc.
30 Pasir Panjang Road #15-31A Mapletree Business City
Singapore 117440
Re: JOYY Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-35729
Dear David Li:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 172
1. We note your statement
that you reviewed your register of members and public EDGAR
filings made by your
shareholders in connection with your required submission under
paragraph (a). Please
supplementally describe any additional materials that were reviewed
and tell us whether you
relied upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
determination. In
addition, please tell us whether you have relied upon third party
David Li
JOYY Inc.
August 14, 2023
Page 2
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2) and (b)(3) are
provided for
JOYY Inc. or JOYY Inc., its subsidiaries or the variable
interest entities. We also note
that your list of subsidiaries in Exhibit 8.1 appears to indicate that
you have subsidiaries in
Hong Kong and countries outside China that are not included in your VIEs.
Please note
that Item 16I(b) requires that you provide disclosures for yourself and
your consolidated
foreign operating entities, including variable interest entities or
similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3), please provide the required information for
you and all of your
consolidated foreign operating entities in your supplemental
response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Tyler Howes at 202-551-3370 or Andrew Mew at 202-551-3377
with any
questions.
Sincerely,
FirstName LastNameDavid Li
Division of
Corporation Finance
Comapany NameJOYY Inc.
Disclosure Review
Program
August 14, 2023 Page 2
cc: Haiping Li, Esq.
FirstName LastName