ORGANIZATION (Tables)

12 Months Ended

Dec. 31, 2025

Significant Subsidiaries of Company and its Consolidated Variable Interest Entities

(a)

As of December 31, 2025, principal subsidiaries of the Company consist of the following entities:

Entity

Date of

incorporation/

acquisition

Place of

incorporation

Percentage of

ownership

by the Company

Principal activities

2024

2025

Garena Online Private Limited (“Garena Online”)

May 8, 2009

Singapore

100

Game operations and software development

Shopee Limited

January 16, 2015

Cayman Islands

100

Investment holding company

Shopee Singapore Private Limited

February 5, 2015

Singapore

100

Online platform

PT Shopee International Indonesia

August 5, 2015

Indonesia

100

Online platform

SHPS Technology and Services Ltda.

November 25, 2019

Brazil

100

Online platform

Sea Services Limited (formerly known as Sea Capital Limited)

January 30, 2020

Cayman Islands

100

Investment holding company

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

June 30, 2021

Cayman Islands

100

Investment holding company

Financial Information of VIEs

The following tables represent the financial information of the VIEs whom the Company does not have majority voting interest as of December 31, 2024 and 2025 and for the years ended December 31, 2023, 2024 and 2025 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group:

	As of December 31,
	2024		2025
	$		$
ASSETS
Current assets
Cash and cash equivalents		61,362		75,074
Restricted cash		37,729		116,404
Loans receivable, net		426,171		952,522
Amounts due from intercompanies⁽¹⁾		275,715		511,848
Others		86,981		150,025
Total current assets		887,958		1,805,873

Non-current assets
Property and equipment, net		88,964		125,619
Deferred tax assets		39,967		62,008
Others		71,287		122,985
Total non-current assets		200,218		310,612
Total assets		1,088,176		2,116,485

	As of December 31,
	2024		2025
	$		$

LIABILITIES
Current liabilities
Accrued expenses and other payables		140,883		242,572
Deferred revenue		196,369		270,130
Borrowings		50,000		166,271
Amounts due to intercompanies⁽¹⁾		158,139		362,981
Others		18,829		27,222
Total current liabilities		564,220		1,069,176

Non-current liabilities
Deferred revenue		12,226		17,736
Amounts due to intercompanies⁽¹⁾		207,855		400,442
Borrowings		249,474		510,396
Others		65,596		98,120
Total non-current liabilities		535,151		1,026,694
Total liabilities		1,099,371		2,095,870

⁽¹⁾

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

	Year ended December 31,
	2023		2024			2025
	$		$			$
Revenue
- Third-party customers		551,978		613,102			786,976
- Intercompanies		248,637		373,962			647,456
Net income (loss)		40,776		(14,011	)		44,773

	Year ended December 31,
	2023			2024			2025
	$			$			$
Net cash (used in) generated from operating activities		(21,369)			(54,917)			65,696
Net cash used in investing activities		(189,617	)		(319,262	)		(587,274	)
Net cash generated from financing activities		232,420			338,806			610,808

- Definition

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

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