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TABLE OF CONTENTS
WANDA SPORTS GROUP COMPANY LIMITED

As filed with the Securities and Exchange Commission on July 12, 2019

Registration No. 333-232004

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Wanda Sports Group Company Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)



Hong Kong
(State or Other Jurisdiction of
Incorporation or Organization)
  7941
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)

9/F, Tower B, Wanda Plaza
93 Jianguo Road, Chaoyang District
100022, Beijing
People's Republic of China
+86-10-8558-8813

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

World Endurance Holdings, Inc.
3407 W. Dr. Martin Luther King, Jr. Blvd., Suite 100
Tampa, Florida 33607
+1 (813) 868-5940

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Mark S. Bergman, Esq.
Xiaoyu Greg Liu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center
5 Dongsanhuan Zhonglu
Chaoyang District, Beijing, 100020
People's Republic of China
Tel: +86-10-5828-6300
Fax: +86-10-6530-9070/9080

 

Matthew D. Bersani, Esq.
Shearman & Sterling LLP
12th Floor, Gloucester Tower
The Landmark
15 Queen's Road Central
Hong Kong
Tel: +852-2978-8000
Fax: +852-2978-8099



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

            If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

            Emerging growth company.    o

            If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

            The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered(1)(2)

  Amount to be
registered(2)(3)

  Proposed maximum
offering price
per Class A
ordinary share(3)

  Proposed maximum
aggregate
offering price(2)(3)

  Amount of
registration
fee(4)

 

Class A ordinary shares, no par value

  57,500,001   US$10   US$575,000,010   US$69,690

 

(1)
American depositary shares, or ADSs, evidenced by American depositary receipts issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-232618). Every two ADSs represent three Class A ordinary shares.

(2)
Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all Class A ordinary shares represented by ADSs initially offered or sold outside the United States that are thereafter resold from time to time in the United States. Offers and sales of shares outside the United States are being made pursuant to Regulation S under the Securities Act of 1933 and are not covered by this Registration Statement.

(3)
Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(4)
US$60,600 of which has previously been paid.

            The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. Neither we nor any of the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued July 12, 2019

33,333,334 American Depositary Shares

LOGO

Wanda Sports Group Company Limited
REPRESENTING 50,000,001 CLASS A ORDINARY SHARES



Wanda Sports Group Company Limited is offering 20,000,000 American depositary shares, or ADSs, and the selling shareholders are offering 13,333,334 ADSs. Every two ADSs represent three of our Class A ordinary shares. This is our initial public offering, and no public market currently exists for our ADSs. We anticipate that the initial public offering price will be between US$12.00 and US$15.00 per ADS.



We have applied for our ADSs to be quoted on the NASDAQ Global Market under the symbol "WSG."

Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares, which have the same rights, except each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to four votes. Following the completion of this offering, we will be a "controlled company" as defined under the NASDAQ Stock Market Rules because Dalian Wanda Group Co., Ltd. will hold indirectly 100% of our outstanding Class B ordinary shares, representing a majority of our total voting power.



Investing in our ADSs involves risks. See "Risk Factors" beginning on page 17.



PRICE $                AN ADS



 
 
Price to
Public
 
Underwriting
Discounts and
Commissions
 
Proceeds to
Wanda Sports
Group Company
Limited
 
Proceeds to the
Selling Shareholders

Per ADS

  US$        US$        US$        US$     

Total

  US$                   US$                   US$                   US$                

The selling shareholders have granted to the underwriters an option to purchase up to an additional 5,000,000 ADSs to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs to purchasers on                           , 2019.



MORGAN STANLEY   DEUTSCHE BANK SECURITIES   CITIGROUP

HAITONG INTERNATIONAL   CICC   CLSA   SOCIETE GENERALE

CIBC Capital Markets   Loop Capital Markets   Tiger Brokers

   

July     , 2019.


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TABLE OF CONTENTS

 
  Page  

Prospectus Summary

    1  

The Offering

    9  

Summary Consolidated Financial Data and Operating Data

    12  

Risk Factors

    17  

Special Note Regarding Forward-Looking Statements

    54  

Use of Proceeds

    56  

Dividend Policy

    57  

Capitalization

    58  

Dilution

    59  

Exchange Rate Information

    60  

Enforceability of Civil Liabilities

    61  

Corporate History and Structure

    63  

Selected Consolidated Financial Data and Operating Data

    68  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    74  

Industry Overview

    113  

Business

    124  

Management

    160  

Principal and Selling Shareholders

    168  

Related Party Transactions

    170  

Description of Share Capital

    172  

Description of American Depositary Shares

    187  

Shares Eligible for Future Sale

    198  

Taxation

    200  

Underwriting

    206  

Expenses Relating to this Offering

    218  

Legal Matters

    219  

Experts

    220  

Where You Can Find Additional Information

    222  

Index to Combined Financial Statements

    F-1  



        You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus we may authorize to be delivered or made available to you. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

        We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States.

        Until                , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

        This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in the ADSs, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our Mission

        Our mission is to unite people in sports and enable athletes and fans to live their passions and dreams. We do this by delivering unmatched sports event experiences, creating easy access to engaging content and building inclusive communities.

Overview

        We are a global sports events, media and marketing platform with significant intellectual property rights, long-term relationships and broad execution capabilities through which we create value for stakeholders in all parts of the sports ecosystem, from rights owners, to brands and advertisers, and to fans and athletes. We own, or otherwise have contractual rights to, an extensive portfolio of global, regional and national sports properties from which we seek to generate revenue across the value chain, including events operation, media production and media distribution, sponsorship and marketing, digital solutions and ancillary services.

        We have combined the strengths of our Infront, WEH and WSC businesses to form one of the world's largest sports events, media and marketing platforms in terms of revenue in 2018 (unless otherwise indicated, statements as to markets, including our leading positions in such markets, in this section are derived from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party research firm; see "Industry Overview" for further information). In particular,

    we are the number one provider of events in triathlon, mountain biking and running globally (based on revenue and number of events organized in 2018), with noteworthy events organized in key geographical markets in Europe, North America, Oceania and China;

    we are the number one full-service sports marketing company (based on sports covered in 2018) and the number two full-service sports marketing company (based on revenue in 2018), with number one positions, among such companies, in football and winter (Olympic) sports, as well as the number three position in summer (Olympic) sports (each based on revenue in 2018); and

    we are the number two global digital, production and sports solutions, or DPSS, independent service provider (based on revenue in 2018).

        We have a global sports event portfolio built principally around the strength of globally recognized brands and related intellectual property in mass participation sports owned by WEH, including triathlon, running and mountain biking, which we complement with personal and corporate fitness and other events, such as obstacle course racing, owned by Infront, which benefit from its relationships with brands and other stakeholders. We seek to create inspirational sports experiences for athletes and establish highly engaged and dedicated communities for athletes. We believe that, through our in-depth knowledge of mass participation sports, our global insights into athletes and our technical capabilities, we are well-placed to deliver engaging mass participation sports events to our athletes, partners, and fans worldwide. In addition, we are able to develop unique insights from the wealth of data generated from our athletes enabling us to amplify athlete engagement and retention, increase effectiveness of sponsorship arrangements and otherwise maximize the income potential for sports events, including through targeted services and cross-selling opportunities.

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        Through Infront, we are the partner of choice for some of the world's most significant sports federations, leagues and clubs, as well as premier corporate sponsor brands, broadcasters and media companies. We act on behalf of a range of rights owners through long-term rights agreements and have established successful long-term relationships with many of these partners. We connect these rights owners to fans and brands, enabling them to deliver their events and maximize coverage with solutions to achieve broad promotion of their events. To do so, we have built a network of rights-in partners, rights-out clients, digital media partners, broadcasters, advertisers and other stakeholders throughout the sports ecosystem. We deliver media solutions such as host broadcasting, media production and the distribution of sports content in the form of live coverage, programming, archive services and digital solutions, and offer the right fit for brands to reach their target markets through sponsorship arrangements. We delivered approximately 3,700 event days for our partners of our spectator sports and DPSS businesses in 2018.

        We have established a strong portfolio of sports events and media rights in China, an increasingly important global sports market. We believe, through our globally recognized sports and other brands (such as the Infront brand) as well as our association with the brands of our controlling shareholder, Dalian Wanda GCL, which is headquartered in China, together with a deep understanding of local consumer preferences, we are well-placed to build our business in the expanding Chinese sports market.

        We reported revenue of €877.2 million in 2016, €954.6 million in 2017 and €1.1 billion in 2018, and a loss of €29.2 million in 2016, a profit of €78.8 million in 2017 and a profit of €54.0 million in 2018. For the three months ended March 31, 2019, we reported revenue of €245.6 million and a loss of €8.6 million.

Our Industry

        We view ourselves as operating in the global sports media and events market, the global mass participation sports market and the DPSS market.

        The global sports media and events market enables rights owners, brands, advertisers, fans and athletes to benefit from the structural growth in the sports ecosystem and create value for all stakeholders throughout the sports value chain. The global sports media and events market is projected to grow from €179 billion in 2018 to €224 billion in 2022, representing a CAGR of approximately 5.9%. The industry exhibits a pattern of higher growth rates in even years than odd years, primarily due to a number of major international sports events, such as the FIFA World Cup™ and the UEFA EURO™ football events as well as the Olympic Games being each held in even years.

        Opportunities within the global sports media and events market can be segmented by type of sport, commercial line and geography to identify the underlying drivers and revenue streams.

        The global sports media and events market can be segmented by type of sport as follows:

    Mass participation—refers to various kinds of endurance sports with mass participation of amateur or semi-professional athletes, including running (marathons, short distance running, such as 5km or 10km, and other themed running event series), triathlons, road cycling, mountain biking, obstacle course racing and other endurance sports, such as open water swims, in each case open to the general public;

    Football (distinguished from American football)—refers to football events, including football tournaments, league and league cup matches and friendly matches globally;

    Summer (Olympic) sports—includes all summer sports of the type contested during the Rio 2016 Summer Olympic Games, including basketball, volleyball, handball, tennis, golf and badminton, but excluding football;

    Winter (Olympic) sports—includes all winter sports of the type contested in the PyeongChang 2018 Winter Olympic Games, including biathlon, bobsleigh and skeleton, curling, ice hockey, luge, skating and skiing; and

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    Other sports—covers any sports other than mass participation sports, football, summer (Olympic) sports and winter (Olympic) sports, such as baseball, American football, motocross and auto racing.

        We are the market leader, among full-service sports marketing companies, in terms of sports covered in 2018.

Our Competitive Strengths

        We believe our successes to date can be attributed to the following competitive strengths:

    leading sports events, media and marketing platform delivering iconic sports events and premium content to sports enthusiasts worldwide;

    owner of iconic mass participation sports events globally, with world-class operational expertise;

    coveted sports media and marketing rights with a track record of successful long-term partnerships;

    powerful presence in China with established core sports assets and expertise in strategic expansion;

    digital innovator and beneficiary of digital disruption;

    proven and highly visible financial model with a history of delivering profitable growth; and

    visionary and experienced management team able to leverage the capabilities of our organization and principal shareholder.

Our Strategies

        We intend to achieve our mission by pursuing the following strategies:

    enhance our portfolio of sports events and sports rights to reinforce our leadership position;

    expand our events portfolio to broaden our global reach;

    continue to build a vibrant sports business in China;

    leverage new technologies to create value for partners, brands, fans and athletes;

    exploit revenue-generating opportunities in the evolving sports and fitness markets; and

    selectively pursue strategic partnerships, acquisitions and investment opportunities to further complement our service offerings.

Our Challenges

        We face risks and uncertainties in realizing our business objectives and executing our strategies, including, but not limited to, risks and uncertainties relating to:

    our ability to adapt our business to changing conditions that affect the sports ecosystem;

    the sports-centric nature of our business and our dependence on the appeal of sports generally and the popularity of sports on which we choose to focus;

    our ability to maintain or enhance our portfolio of sports rights;

    our ability to enter into attractive rights-out arrangements to monetize the rights we acquire from rights owners through rights-in arrangements;

    our ability to meet our obligations under the contracts we enter into in our Spectator Sports and DPSS segments;

    our ability to manage risks that are inherent in live sports events;

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    our ability to maintain the relationships on which we depend to conduct our mass participation sports business;

    our ability to protect our partners' intellectual property;

    our ability to maintain, protect and enhance our brands and related intellectual property;

    our ability to expand our business in China;

    our ability to expand into new countries and new markets or within countries and markets in which we already are present;

    our ability to pursue strategic partnerships, acquisitions and investment opportunities, and to integrate any acquisitions that we do undertake;

    our ability to manage the consequences of negative publicity about us, people associated with us or our partners; and

    our ability to continue to benefit from our business cooperation with Dalian Wanda Group.

        See "Risk Factors" and "Special Note Regarding Forward-Looking Statements" for a detailed discussion of these and other risks and uncertainties associated with our business and investing in our ADSs.

Our Corporate Structure and History

        We form part of a group of companies affiliated with Dalian Wanda Group and conduct its sport-related businesses. In 2015, Wanda Culture, a subsidiary of our controlling shareholder, Dalian Wanda GCL, acquired Infront, headquartered in Zug, Switzerland, and WEH, headquartered in Tampa, Florida, and established WSC, headquartered in Beijing, China, to provide a flagship sports events, media and marketing platform in China.

        We were formed in 2018 as a wholly-owned subsidiary of our direct shareholder, Infront International Holdings AG, to enable Wanda Culture to spin off and take public Infront, WEH and WSC. In the first half of 2019, in preparation for this offering, Wanda Culture caused us and various other entities under its common control to undertake a series of transactions to create our current structure, which included the key steps set out below. Prior to these transactions, and as a result of the acquisition of Infront and WEH and the establishment of WSC, Wanda Culture and its affiliates controlled Infront through a Cayman Islands holding company, Wanda Sports & Media Co. Limited (at that time owned 75.39% by Wanda Sports & Media (Hong Kong) Holding Co. Limited and 24.61% by certain minority investors, or the co-investors), and controlled 100% of WEH and 100% of WSC. The key steps of the transactions completed earlier this year were the following:

    Infront International Holdings AG contributed its shares in Infront Holding AG to us in exchange for shares in us, by which we acquired 94.3% interest in Infront Holding AG;

    Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us shares of Infront Holding AG it had acquired or had agreed to acquire after this offering from certain management members of Infront Holding AG, in exchange for shares in us, by which we acquired or agreed to acquire 100% of the issued shares of Infront Holding AG and any new shares issued by Infront Holding AG upon exercise of certain options held by certain management members of Infront;

    Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us its shares of Wanda Sports Holdings (USA) Inc., which owns 100% of WEH, in exchange for shares in us and a promissory note, or the inter-group promissory note, issued by us in the amount of US$400 million (€356.2 million), by which we acquired WEH;

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    our indirect wholly-owned subsidiary Infront Sports & Media (China) Co., Ltd., entered into contractual arrangements (an exclusive call option contract, an exclusive services agreement, powers of attorney and a pledge contract) with Wanda Sports Co., Ltd., which is our variable interest entity, or VIE, and its shareholders, by which we acquired effective control of, and now receive substantially all the economic benefits of, WSC;

    we issued shares to Wanda Sports & Media (Hong Kong) Holding Co. Limited; and

    the co-investors exchanged their shares in the Cayman Islands incorporated holding company for some of our shares acquired by Wanda Sports & Media (Hong Kong) Holding Co. Limited in the steps above, as a result of which the co-investors became direct shareholders of ours.

        As a result of the foregoing,

    we issued 169,331,173 Class B ordinary shares, with those Class B ordinary shares acquired by the co-investors automatically converted into Class A ordinary shares; and

    Wanda Sports & Media (Hong Kong) Holding Co. Limited became our principal shareholder, directly holding and beneficially owning a 32.33% economic interest in us and, through its wholly-owned subsidiary, Infront International Holdings AG, indirectly holding and beneficially owning a 54.46% economic interest in us (giving Dalian Wanda GCL, through our principal shareholder, beneficial ownership of shares representing a 86.79% economic interest in us) and the co-investors (in the aggregate) directly holding and beneficially owning shares representing a 13.21% economic interest in us.

        See "Corporate History and Structure" for a schematic setting forth our current corporate structure.

Corporate Information

        We were incorporated in Hong Kong on November 28, 2018, as a private company limited by shares under the Companies Ordinance. Our principal executive offices are located at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, PRC. Our telephone number at this address is +86-10-8585-3450. Our registered office in Hong Kong is located at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

        For information on our offices, see "Business—Employees and Facilities."

        Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above. Our corporate website is www.wsg.cn and the information contained on, or that can be accessed through, this website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only.

        Our agent for service of process in the United States is WEH.

Our Dual Class Share Structure

        We have a dual class ordinary share structure. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Our share-based compensation awards, including options granted prior to, or to be granted within 30 days after, the completion of this offering, will entitle holders to purchase Class A ordinary shares once the vesting and performance conditions relating to such share-based compensation awards are met. Holders of Class A ordinary shares and Class B ordinary shares have the same rights, including dividend rights, except that holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to four votes per share, and Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. Upon the transfer of any Class B ordinary share to any person not affiliated with Dalian

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Wanda GCL, that Class B ordinary share will be automatically and immediately converted into one Class A ordinary share. Every two ADSs being sold in this offering represent three Class A ordinary shares. See "Description of Share Capital—Our Articles of Association" for more details regarding our Class A ordinary shares and Class B ordinary shares.

        After the completion of this offering, Dalian Wanda GCL will continue to retain a majority of our total voting power due to its equity interests in our company and our dual-class share structure. Dalian Wanda GCL will hold indirectly all of the outstanding Class B ordinary shares, representing 88.15% of our total voting power, immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, or 86.59% of our total voting power, if the underwriters exercise their over-allotment option in full. After the completion of this offering, we will be a "controlled company" as defined in the NASDAQ Stock Market Rules, and we intend to rely on the "controlled company" exemption from certain of the corporate governance requirements of the NASDAQ Global Market.

Conventions that Apply to this Prospectus

        Except where the context otherwise requires:

    "ADSs" refers to American depositary shares, with every two ADSs representing three Class A ordinary shares;

    "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau;

    "Chinese yuan" and "RMB" refer to the legal currency of China;

    "Class A ordinary shares" refers to our class A ordinary shares;

    "Class B ordinary shares" refers to our class B ordinary shares;

    "Companies Ordinance" refers to Chapter 622 of the Laws of Hong Kong, which came into force on March 3, 2014;

    "Cooperation Agreement" refers to the cooperation agreement we entered into with Dalian Wanda GCL and Wanda Culture Holding Co. Limited, a subsidiary of Wanda Culture, on                        2019;

    "Dalian Wanda GCL" refers to Dalian Wanda Group Co., Ltd., which was founded and controlled by its chairman and president, Mr. Jianlin Wang;

    "Dalian Wanda Group" refers to Dalian Wanda GCL and its consolidated subsidiaries (excluding us);

    "digital media partner" refers to a partner to which we provide services through our in-house DPSS capabilities through a separate service contract (namely, outside the scope of a rights-in arrangement with a rights owner or a rights-out arrangement with a rights-out client), to generate revenue in our DPSS segment;

    "event" is defined by the venue or location of a sport and, in connection with our mass participation sports business, includes owned events and licensed events (unless the context requires otherwise). One or more race(s) or other sports activities occurring at the same venue or location over a short period (often over a weekend) are considered a single event, except that an IRONMAN event and an IRONMAN 70.3 event scheduled in the same location on the same weekend are considered two separate events;

    "event day" is a day per location where at least one of our spectator sports or DPSS employees is actively contributing to the event occurring in that location;

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    "EUR" or "euro" or "€" is the lawful currency of the European Economic and Monetary Union;

    "FIFA" refers to the Fédération Internationale de Football Association, the world's governing body of football;

    "fiscal year" refers, in any given year, to the period from January 1 to December 31;

    "gross-paid athlete" refers to every person who pays an entry fee to participate in an owned event in our mass participation sports business;

    "group restructuring" refers to the creation of Wanda Sports Group Company Limited, our holding company, and a series of related steps that resulted in Wanda Sports Group Company Limited beneficially holding 100% of the equity interests in Infront and WEH, and having control over and consolidating the operating results of WSC through a VIE structure;

    "HK$" or "Hong Kong dollars" refers to the legal currency of the Hong Kong;

    "Hong Kong" refers to Hong Kong, Special Administrative Region of China;

    "IFRS" refers to International Financial Reporting Standards as issued by the International Accounting Standards Board;

    "Infront" refers to Infront Holding AG and its subsidiaries;

    "Infront China" refers to Infront Sports & Media (China) Co., Ltd., an indirect wholly-owned subsidiary of Infront Holding AG in China;

    "licensed event" refers to an event for which we own the underlying intellectual property but do not organize or operate the event ourselves (but instead license the organization and operation of the event to third parties against the payment of a license fee);

    "ordinary shares" or "shares" refers to our Class A ordinary shares and our Class B ordinary shares;

    "owned event" refers to an event for which we own the underlying intellectual property and that we organize and operate ourselves;

    "participating athletes" refers, unless the context otherwise requires, to persons who participate in an owned event, including gross-paid athletes and individuals participating due to complimentary entry;

    "partner" means a rights-in partner, rights-out client, digital media partner or other stakeholder in the sports ecosystem;

    "project" refers to each contract-based arrangement undertaken by us in our spectator sports and DPSS businesses with a rights owner or other partner relating to a particular event, which provides an annual revenue contribution of at least €100,000;

    "rights-in contract" or "rights-in arrangement" refers to a contractual arrangement entered into with a rights-in partner providing us with certain rights to use the intellectual property to a sports event, which is the basis on which we, in turn, enter into rights-out contracts, and under which we may also provide services through our in-house DPSS capabilities to generate revenue in our Spectator Sports segment;

    "rights-in partner" refers to a rights owner with which we have entered into a rights-in contract;

    "rights-out client" refers to a contractual counterparty, such as brands and media companies, with which we have entered into a rights-out contract;

    "rights-out contract" or "rights-out arrangement" refers to a contractual arrangement entered into with a rights-out client pursuant to which we monetize, through media distribution, sponsorship

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      and/or marketing, the rights acquired through a rights-in contract, and, as the case may be, provide services through our in-house DPSS capabilities, to generate revenue in our Spectator Sports segment;

    "rights owner" refers to an owner of intellectual property to a sports event, such as ourselves for our owned events, a sports federation, a sports league or a sports club;

    "Swiss francs" refers to the legal currency of Switzerland;

    "US$" or "US dollar" or "$" or "dollars" refers to the legal currency of the United States;

    "United States" or "U.S." refers to the United States of America;

    "Wanda Culture" refers to Beijing Wanda Culture Industry Group Co., Ltd., a subsidiary of Dalian Wanda GCL;

    "we," "us," "our" and "our company" refer to our holding company, Wanda Sports Group Company Limited, and its subsidiaries as of the group restructuring, and to the predecessor operations of Infront, WEH and WSC prior to the group restructuring. In the context of describing our operations and consolidated financial information following the group restructuring, such terms also refer to our consolidated VIE and its subsidiaries;

    "WEH" refers to World Endurance Holdings, Inc. and its subsidiaries; and

    "WSC" refers to Wanda Sports Co., Ltd., which is our VIE, and its subsidiaries.

        Unless we indicate otherwise, all information in this prospectus reflects no exercise by the underwriters of their over-allotment option to purchase up to 5,000,000 additional ADSs representing 7,500,000 Class A ordinary shares from the selling shareholders.

        For the convenience of the reader, this prospectus contains translations of certain EUR amounts into US dollars at specified rates. Unless otherwise indicated, the US dollar equivalent for information in EUR is based on the exchange rates, as defined in "Exchange Rate Information."

        This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party industry research firm, to provide information on our industry and the markets in which we operate. Unless otherwise indicated, the information included in this prospectus on our industry and markets has been derived from the Frost & Sullivan report, and data, such as market size, shares and growth, as included in this prospectus, reflect estimates derived from the report. The information derived from the Frost & Sullivan report involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in the report. The market research process involves primary research, which involved discussing the status of the industry with leading industry participants and industry experts. Secondary research involved reviewing company reports, independent research reports and data based on Frost & Sullivan's proprietary database. The growth of our industry is subject to uncertainty and risks, including those described in the "Risk Factors" section. These and other factors could cause our results to differ materially from those implied by the estimates included in this prospectus.

        This prospectus contains, in addition to our own trademarks, trademarks of other companies. Inclusion of these other trademarks is for illustrative purposes only. We do not intend the use of other companies' trademarks in this prospectus to imply a relationship with, or endorsement or sponsorship of us by, any of these other companies.

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THE OFFERING

ADSs offered by us   20,000,000 ADSs.

ADSs offered by the selling shareholders

 

13,333,334 ADSs (or 18,333,334 ADSs if the underwriters exercise in full their over-allotment option to purchase additional ADSs).

Total ADSs offered

 

33,333,334 ADSs (or 38,333,334 ADSs if the underwriters exercise in full their over-allotment option to purchase additional ADSs).

Price per ADS

 

We currently estimate that the initial public offering price will be between US$12.00 and US$15.00 per ADS.

ADS to share ratio

 

Every two ADSs represent three Class A ordinary shares.

ADSs outstanding immediately after this offering

 

33,333,334 ADSs (or 38,333,334 ADSs if the underwriters exercise in full their over-allotment option to purchase additional ADSs).

Ordinary shares outstanding immediately after this offering

 

199,331,173 ordinary shares, comprised of (i) 69,722,078 Class A ordinary shares and (ii) 129,609,095 Class B ordinary shares (or 199,331,173 ordinary shares, comprised of (i) 76,231,556 Class A ordinary shares and (ii) 123,099,617 Class B ordinary shares, if the underwriters exercise in full their over-allotment option to purchase additional ADSs).

The ADSs

 

Every two ADSs represent three Class A ordinary shares, no par value.

 

 

The depositary will hold the Class A ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement.

 

 

We currently have no plan to declare or pay any dividends in the near future on our ordinary shares. If we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

 

 

You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange.

 

 

We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

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    To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

Ordinary shares

 

Immediately prior to the completion of this offering, our ordinary shares will consist of 169,331,173 ordinary shares divided into 22,363,466 Class A ordinary shares and 146,967,707 Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. In respect of all matters subject to a shareholder vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to four votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder of such Class B ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity that is not an affiliate of Dalian Wanda GCL, such Class B ordinary shares will be automatically and immediately converted into the same number of Class A ordinary shares. See "Description of Share Capital."

Option to purchase additional ADSs

 

The selling shareholders have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of 5,000,000 additional ADSs to cover over-allotments.

Directed ADS Program

 

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the ADSs offered in this offering, assuming the underwriters do not exercise their over-allotment option in full, to some of our employees, business associates and related persons through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs available to the general public. Any reserved ADSs not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs.

Use of proceeds

 

We expect to receive net proceeds of approximately US$244.8 million from this offering, assuming an initial public offering price of US$13.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds to repay a portion of a loan outstanding under a 364-day term loan facility and pay related costs, and to use the balance to fund strategic investments and for general corporate purposes. See "Use of Proceeds" for additional information.

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    We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.

Lock-up

 

We, our directors and executive officers and our existing shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ADSs or ordinary shares for a period of 180 days after the date of this prospectus, subject to certain exceptions. In addition, employees granted options after the completion of this offering, and during the 180 days after the date of this prospectus, to the extent the options granted may vest within the 180-day period, will be subject to a similar lock-up for the balance of the 180-day period. We have instructed Deutsche Bank Trust Company Americas, as depositary, not to accept any deposit of ordinary shares or issue any ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we otherwise instruct the depositary with the prior written consent of the representatives of the underwriters.

 

 

See "Shares Eligible for Future Sale" and "Underwriting" for more information.

Listing

 

We have applied for our ADSs to be listed on the NASDAQ Global Market under the symbol "WSG."

Payment and settlement

 

The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company on                  , 2019.

Depositary

 

Deutsche Bank Trust Company Americas.

Taxation

 

For taxation considerations with respect to the ownership and disposition of the ADSs, see "Taxation."

Risk factors

 

See "Risk Factors" and other information included in this prospectus for a discussion of risks you should carefully consider before investing in our ADSs.

        The number of ordinary shares that will be outstanding immediately after this offering:

    is based upon 169,331,173 ordinary shares outstanding as of the date of this prospectus;

    the issuance and sale by us of 30,000,000 Class A ordinary shares in the form of ADSs in this offering; and

    excludes 10,491,114 Class A ordinary shares issuable upon exercise of share options granted prior to, or to be granted within 30 days after, the completion of this offering under our Management Equity Incentive Plan, at an exercise price of US$0.01 per Class A ordinary share.

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SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

        The following summary consolidated statements of operations data for the years ended December 31, 2018, 2017 and 2016, the summary consolidated balance sheet data as of December 31, 2018 and 2017, and the summary consolidated cash flow data for the years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared and presented in accordance with IFRS. The following summary consolidated statements of operations data for the three months ended March 31, 2019 and 2018, the summary consolidated balance sheet data as of March 31, 2019 and the summary consolidated cash flow data for the three months ended March 31, 2019 and 2018 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared in accordance with IAS 34. Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read this section in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

Summary Consolidated Statement of Profit or Loss Data:

        The following table presents our summary consolidated profit or loss data for the periods indicated.

 
  For the three months ended
March 31,
  For the year ended
December 31,
 
 
  2019   2019   2018   2018   2018   2017   2016  
 
  (US$ '000s,
except for
per share
data)

  (€ '000s, except
for per share data)

  (US$ '000s,
except for
per share
data)

  (€ '000s, except
for per share data)

 

Revenue

    275,781     245,619     234,104     1,293,595     1,129,186     954,598     877,247  

Cost of sales

    (208,281 )   (185,501 )   (152,479 )   (875,001 )   (763,793 )   (624,093 )   (599,980 )

Gross profit(1)

    67,500     60,118     81,625     418,594     365,393     330,505     277,267  

Personnel expenses

    (37,539 )   (33,433 )   (33,138 )   (165,462 )   (144,433 )   (135,105 )   (115,213 )

Selling, office and administrative expenses

    (14,244 )   (12,686 )   (12,343 )   (59,620 )   (52,043 )   (54,710 )   (53,529 )

Depreciation and amortization

    (8,814 )   (7,850 )   (7,567 )   (37,628 )   (32,846 )   (22,129 )   (22,142 )

Impairment of goodwill

                            (74,010 )

Other operating (expense)/income, net

    1,136     1,012     (17,301 )   (30,703 )   (26,801 )   2,882     6,821  

Finance costs

    (11,634 )   (10,362 )   (13,005 )   (61,531 )   (53,711 )   (53,300 )   (44,761 )

Finance income

    731     651     5,838     13,566     11,842     27,871     15,950  

Share of profit/(loss) of associates and joint ventures

    154     137     (316 )   6,376     5,566     509     393  

Profit/(loss) before tax

    (2,710 )   (2,413 )   3,793     83,592     72,967     96,523     (9,224 )

Income tax

    (6,987 )   (6,223 )   8     (21,715 )   (18,955 )   (17,731 )   (20,021 )

Profit/(loss) for the period

    (9,697 )   (8,636 )   3,801     61,877     54,012     78,792     (29,245 )

Earnings/(loss) per share

                                           

Basic

    (0.06 )   (0.05 )   0.02     0.35     0.31     0.46     (0.17 )

Diluted

    (0.06 )   (0.05 )   0.02     0.34     0.30     0.44     (0.17 )

(1)
Cyclicality driven by the timing cycle of sports events has a significant impact on the comparability of our results from one period to the next. In 2018, both total revenue and total cost of sales were impacted due to media production activities in connection with the 2018 FIFA World Cup RussiaTM accounted for in our DPSS segment. These activities are undertaken pursuant to our cost-plus contractual model under which both revenue and costs are fully accounted for in our consolidated

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    statement of profit or loss, including reimbursement revenues and reimbursement costs. Reimbursement revenues represent revenue that has associated costs of a similar, generally matching, amount (reimbursement costs), thereby resulting in a negligible gross margin impact. The negligible gross margin impact from reimbursement revenues and reimbursement costs (as opposed to a zero gross margin impact as may be otherwise expected) is due to temporary timing differences mainly resulting from foreign exchange effects on invoice settlements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information including the amounts of reimbursement revenues and reimbursement costs for the three months ended March 31, 2019 and 2018 and each of 2018, 2017 and 2016.

Summary Consolidated Balance Sheet Data:

        The following table presents our summary consolidated balance sheet data for the periods indicated.

 
  As of March 31,   As of December 31,  
 
  2019   2018   2018   2017  
 
  (US$ '000s)
  (€ '000s)
  (US$ '000s)
  (€ '000s)
 

Total current assets

    707,203     629,857     709,637     619,446     654,466  

Total non-current assets

    1,570,146     1,398,420     1,446,967     1,263,065     1,167,897  

Total assets

    2,277,349     2,028,277     2,156,604     1,882,511     1,822,363  

Total current liabilities

    977,588     870,670     1,343,250     1,172,530     1,094,564  

Total non-current liabilities

    933,073     831,023     823,682     718,996     787,172  

Total liabilities

    1,910,661     1,701,693     2,166,932     1,891,526     1,881,736  

Total shareholders' equity

    366,688     326,584     (10,328 )   (9,015 )   (59,373 )

Total liability and shareholders' equity

    2,277,349     2,028,277     2,156,604     1,882,511     1,822,363  

        As of March 31, 2019, we had total indebtedness (total interest-bearing liabilities) of €1,002.9 million.

        In addition, we had €1.3 billion in capital commitments under full rights buy-out contracts and €1.2 billion of minimum revenue guarantees under commission-based contracts, in either case as of March 31, 2019. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments."

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Summary Consolidated Cash Flow Data:

        The following table presents our summary consolidated cash flow data for the periods indicated.

 
  For the three months ended
March 31,
  For the year ended
December 31,
 
 
  2019   2019   2018   2018   2018   2017   2016  
 
  (US$ '000s)
  (€ '000s)
  (US$ '000s)
  (€ '000s)
 

Selected Consolidated Cash Flow Data

                                           

Net cash flows from/(used in) operating activities

    (33,557 )   (29,887 )   17,909     76,284     66,588     145,678     43,596  

Net cash flows from/(used in) investing activities

    (93,335 )   (83,127 )   (12,613 )   (65,437 )   (57,120 )   (104,142 )   (350,326 )

Net cash flows from/(used in) financing activities

    134,330     119,638     (244 )   (74,979 )   (65,449 )   76,976     332,397  

Net increase/(decrease) in cash and cash equivalents

    7,438     6,624     5,052     (64,132 )   (55,981 )   118,512     25,667  

Cash and cash equivalents at beginning of year

    198,789     177,048     230,419     263,970     230,419     124,344     105,975  

Effect of foreign exchange rate changes, net              

    3,444     3,067     (2,359 )   2,990     2,610     (12,437 )   (7,298 )

Cash and cash equivalents at end of year

    209,671     186,739     233,112     202,828     177,048     230,419     124,344  

Non-IFRS Financial Measures:

        We use EBITDA and Adjusted EBITDA, each a non-IFRS financial measure, in evaluating our operating results and for financial and operational decision-making purposes.

        We believe that these measures help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in our profit/(loss) from operations and net profit/(loss). We believe that EBITDA and Adjusted EBITDA each provides useful information about our results of operations, enhances the overall understanding of our past performance and future prospects and allows for greater visibility as to key metrics used by our management in its financial and operational decision-making.

        These non-IFRS financial measures should not be considered in isolation or construed as an alternative to profit/(loss) from operations and net profit/(loss) or any other measure of performance, or as an indicator of our operating performance. Investors are encouraged to review EBITDA, Adjusted EBITDA and the reconciliation to the most directly comparable IFRS measure as set forth below. EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

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        The following table shows the reconciliation of EBITDA and Adjusted EBITDA to our profit/(loss) of the period for the periods indicated.

 
  For the three months ended
March 31,
  For the year ended
December 31,
 
 
  2019   2019   2018   2018   2018   2017   2016  
 
  (US$ '000s)
  (€ '000s)
  (US$ '000s)
  (€ '000s)
 
Profit/(Loss) for the period     (9,697 )   (8,636 )   3,801     61,876     54,012     78,792     (29,245 )

Income tax

    6,987     6,223     (8 )   21,715     18,955     17,731     20,021  

Net interest expense

    7,942     7,073     6,132     28,167     24,587     24,778     25,663  

Depreciation and amortization

    8,814     7,850     7,567     37,628     32,846     22,129     22,142  
EBITDA     14,046     12,510     17,492     149,386     130,400     143,430     38,581  

Goodwill impairment loss(1)

                            74,010  

Share-based compensation(2)

    2,312     2,059     3,403     9,993     8,723     16,377     7,127  

Expenses or charges relating to acquisitions(3)          

    333     297     1,641     5,791     5,055     6,606     4,961  

Expenses or charges relating to IPO or financing(4)

    1,088     969     198     4,411     3,850     505     813  

Restructure and disposal of investments / subsidiaries(5)

                        3,363     4,703  

Profit or loss from termination of customers(6)          

            (98 )   2,209     1,928     430     (586 )

Change in fair value of investments(7)

            48     510     445     (290 )   (178 )

Bad debt expenses relating to specific customer(8)

            17,519     31,071     27,122          

Losses/(gains) on foreign exchange and derivatives, and other financial charges(9)

    2,961     2,638     1,035     19,798     17,282     651     3,148  

Estimated client compensation relating to fraudulent activities(10)

    6,737     6,000                      
Adjusted EBITDA     27,477     24,473     41,238     223,169     194,805     171,072     132,579  

(1)
Represents goodwill relating to the acquisition of WEH. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Factors Affecting our Results of Operations across Segments—Goodwill impairment."

(2)
Share-based compensation has been excluded as it is a non-cash expense. Our adjustment removes all of the historical share-based compensation for employees.

(3)
Represents expenses incurred for professional fees such as legal counsel, auditors, underwriters, valuation experts and consultants in respect of strategic acquisitions in our mass participation sports business, including Lagardère Unlimited Events AG in 2016 and Competitor Group Holdings, Inc., or CGI, in 2017.

(4)
Represents professional fees of legal counsel, auditors and valuation experts.

(5)
Represents expenses or costs incurred in the restructuring and disposal of investments and subsidiary companies. Following our acquisitions of Infront and WEH, we went through a restructuring process which involved divestment of certain investments and subsidiaries. Following the acquisition of CGI in 2017, WEH undertook a similar process. While event and contract performance reviews are performed as a normal course of business, these larger restructuring processes are considered non-recurring.

(6)
Eliminates the impact from the extraordinary loss of certain rights-in partners following their insolvency.

(7)
Eliminates the net investment loss on investments.

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(8)
Eliminates expenses reflecting expected credit losses in trade account receivables that we had outstanding from a sports marketing and media rights firm (MP & Silva) as well as contract assets, as a result of the initiation of MP & Silva's insolvency process.

(9)
Represents the losses/(gains) on foreign exchange, derivative financial instruments at fair value through profit or loss, termination of the cross currency swap and other financial charges.

(10)
Represents the amount estimated to be paid by Infront as compensation in connection with fraudulent activities presumably undertaken by a former senior employee of Infront, for which we have taken a revenue deduction in the three months ended March 31, 2019. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting."

Key Operating Data:

        The following table presents our key operating data by segment for the periods indicated.

 
  For the year ended
December 31,
 
 
  2018   2017   2016  

Mass Participation(1)

                   

Number of events

    326     266     232  

Total number of gross-paid athletes ('000s)

    1,322     986     640  

Average revenue per gross-paid athlete(2) (€)

    110     129     158  

Average other revenue per event(3) (€ '000s)

    424     466     410  

Spectator Sports

   
 
   
 
   
 
 

Number of projects

    103     112     102  

Average revenue per project (€ '000s)

    5,086     4,885     5,272  

DPSS

   
 
   
 
   
 
 

Number of media production and sports solutions projects

    44     44     41  

Average revenue per media production and sports solutions project(4) (€ '000s)

    6,731     3,066     3,064  

Number of digital media partners

    42     43     48  

Average revenue per digital media partner (€ '000s)

    598     493     365  

(1)
Changes in our Mass Participation key operating data between years have been impacted significantly by acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Specific Factors Affecting our Mass Participation Results of Operations—Acquisitions."

(2)
Includes total revenue from entry fees and merchandise divided by the number of gross-paid athletes.

(3)
Includes our Mass Participation segmental revenue, other than revenue from entry fees and merchandise, divided by the number of events.

(4)
The increase between the periods is impacted by cyclicality effects relating to our media production business and, in particular, the FIFA World Cup RussiaTM in 2018.

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RISK FACTORS

        You should carefully consider each of the following risks. Any investment in our ADSs involves a high degree of risk. Any risks and uncertainties we face could have a material adverse effect on our business, results of operations, financial condition or prospects. We believe that the most significant of these risks and uncertainties are described in this section, although we may be materially adversely affected by other risks or uncertainties that are not presently known to us, that we have failed to appreciate, or that we currently consider immaterial. You should carefully consider the following risk factors and all other information contained in this prospectus, including our consolidated financial statements and related notes, before making an investment decision regarding our ADSs. The market price of our ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.

Risks Related to our Business and Industry

Our inability to adapt our business to changing conditions that affect the sports ecosystem could have a material adverse effect on us.

        We seek to create value for stakeholders in all parts of the sports ecosystem, from rights owners to brands and advertisers, and from fans to athletes. The sports ecosystem is undergoing significant transformation at the expense of traditional distribution channels as a result of changes in consumer behavior, and in particular the ways in which sports fans consume sports events. We attribute the behavioral change in large part to emerging digital technologies, as well as other alternative distribution platforms. Digital cable, internet and wireless content providers continue to improve technologies, content offerings, user interfaces and business models that allow consumers to access video-on-demand and internet-based content with interactive capabilities. As the technology evolves to accommodate multimedia services and products, we need to adapt to, and support, these services and products. However, we may be unable to identify and capitalize on opportunities that present themselves in a timely manner, or at all. For example, our ability to leverage new technologies could suffer if we are unable to offer digital solutions that achieve market acceptance across our sports categories and our markets.

        In addition, innovative new technologies, models and platforms have the potential to provide significant opportunities for rights owners to engage more directly and comprehensively with fans and other sports enthusiasts through a wide variety of platforms and technologies, rather than through us. Particularly for sports that have significant global appeal, rights owners may have the financial resources, organizational capability and/or strategic focus to develop in-house capabilities to monetize their rights themselves, to terminate their relationships with us or reduce their level of engagement with us and monetize their rights in-house. For example, we previously worked with FIFA to manage the distribution of the extensive FIFA Films archive dating back to 1930, including film and television coverage of previous editions of FIFA World Cup™ events and other FIFA events. In 2018, this contract was not renewed as FIFA decided to bring this management capability in-house. The Chinese Basketball Association, or CBA, in 2017, decided to reduce the scope of the relationship between them and us in relation to the CBA League and the CBA All-Star Game. As a result, we are no longer the exclusive partner to the CBA for the sale of sponsorship and media rights for these events. To the extent that FIFA, the CBA or other rights owners choose to develop further in-house capabilities and otherwise engage the ecosystem more directly through such capabilities, it would likely have a material adverse effect on our business, results of operations or prospects.

Our business is sports-centric, and our success is tied to sports generally and, in particular, to changes in popularity of the sports on which we choose to focus.

        We are largely dependent on the continued popularity of sports generally and, in particular, the popularity of the sports upon which we have chosen to focus. Changes in popularity of these sports globally or in particular countries or regions could be influenced by competition from other sports or alternative

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forms of entertainment. A change in sports fans' or athletes' tastes, a change in perceptions relating to particular sports (for example, if a particular aspect of such sports become unpopular due to safety or other considerations), or a popularity shift towards sports events that are currently under-represented or not present in our portfolio, could result in reduced engagement in our events or otherwise reduce the value of our rights portfolio. This, in turn, could reduce sponsorship or other advertising demand relating to the sports.

        We could also be adversely affected by developments or trends affecting rights owners or other stakeholders in a particular sport. For example, a number of European football clubs in recent years with whom we have entered into rights-in arrangements have subsequently been relegated to lower level leagues or have suffered financial difficulty. Overall, football accounted for 48%, 47% and 45% of our Spectator Sports segmental revenue in 2018, 2017 and 2016, respectively.

        Adverse developments relating to a sport or to key stakeholders in a sport could affect our ability to monetize acquired rights or possibly recover investments we have made in the relationships with the rights owners, and to the extent that any such sport is material to our revenue, could have a material adverse effect on our business, results of operations or prospects.

We may be unable to maintain or enhance our portfolio of sports rights, which is a key component of our growth strategy.

        We own, or otherwise have contractual rights to, an extensive portfolio of global, regional and national sports properties from which we seek to generate revenue across the value chain, including events operation, media production and media distribution, sponsorship and marketing, digital solutions and ancillary services. The contractual rights portion of our portfolio is derived from rights-in arrangements and rights-out arrangements, which generally are for fixed terms. We are dependent upon relationships with key rights owners and other stakeholders throughout the sports ecosystem, from which we benefit, including with the leadership of sports federations, to maintain or obtain new rights. We have in the past been, and may in the future be, subject to risks that our partners in our spectator sports or DPSS businesses cease to work with us, develop their own service offerings or products instead of using ours, use alternative intermediaries for certain products or services, or fail to renew existing contracts on terms favorable to us, or at all.

        Certain of our key rights-in contracts currently are scheduled to end over the next few years, in particular our contracts with Lega Serie A for media sales relating to Lega Serie A games (by the end of the 2020/21 season), with the German Football Association (Deutscher Fussball-Bund, or DFB) for media and sponsorship rights relating to the DFB Cup (by the end of the 2021/22 season) and with FIFA for Asian media sales and host broadcasting for FIFA World CupTM and other FIFA events (by the end of 2022). While we seek to enhance and broaden our portfolio of sports rights, we may not ultimately be able to secure new long-term relationships or maintain our existing relationships (in the latter case, for example, because of changes in leadership and priorities of the relevant rights owners, or changes in operating models that contemplate moving monetization efforts in-house, or our own management changes) and, if we are able to renew or extend rights-in contracts, the terms we are able to negotiate may not be as profitable as they were before. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments."

        In monetizing our rights-in arrangements and otherwise engaging with rights owners, we believe we enjoy a competitive advantage to the extent we can offer a portfolio of sports rights covering key aspects of the relevant sports, and can supplement our engagement with rights owners by applying our in-house DPSS capabilities. For example, for winter sports, we are able to offer a broad range of rights while representing each of the seven Olympic Winter Sports federations. Were we to fail to maintain a particular

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part of a portfolio, we would not only lose the benefit of the particular contract but could lose the benefit of the portfolio effect as well.

We may be locked into certain forms of monetization and miss out on other opportunities due to our failure to properly cater for future developments in our contracts.

        We generally seek broad scope in our rights-in contractual provisions to monetize rights. However, the evolving nature of the sports ecosystem may result in new forms of media distribution, sponsorship and/or other forms of potential rights monetization (perhaps unforeseen when the contract was entered into). If we have not provided adequate scope to capture such developments, we may lose out on potential opportunities and the value of our acquired rights may be diminished.

We derive significant revenue from the monetization of the rights we acquire from rights owners, and our profitability will be adversely affected if we are unable to enter into attractive rights-out arrangements.

        For rights we do not own (generally in our spectator sports business), we seek to monetize rights acquired on a rights-in basis through rights-out arrangements. We seek to leverage our network of relationships with, among others, rights owners, rights-out clients, broadcasters, advertisers and local governments to secure and monetize the rights that are critical to our success. We rely on estimates, third party evaluations, systematic analysis and projections of the market share and future value of licensable content controlled by each content partner, as well as our own models and in-house expertise, to forecast our ability to recoup our investment on the rights-in side, taking into account actual content acquisition costs to be incurred over the duration of the arrangement. To the extent that our actual revenue from rights-out arrangements, which often are of a shorter duration than our rights-in arrangements, underperforms relative to our expectations, our profitability may be materially adversely affected. These risks are heightened when we seek to monetize rights under commission-based rights-in contracts (often for media distribution) that obligate us to provide rights-in partners with minimum revenue guarantees or under full rights buy-out contracts with future payment obligations (as opposed to arrangements providing only for a commission for rights-out deals closed), which could reduce our profit on any such contracts, or in fact trigger a loss on any such contract. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments." Moreover, any time lag between payments we make under our rights-in arrangements and the payments we receive in monetizing such rights through rights-out arrangements could have a material adverse effect on our levels of working capital.

The contracts on which we depend in our Spectator Sports and DPSS segments impose numerous obligations on us.

        In our Spectator Sports and DPSS segments, which collectively accounted for 74.8%, 73.7% and 77.6% of our revenue in 2018, 2017 and 2016, respectively, we rely on contractual arrangements to obtain the rights we can then monetize, and otherwise to provide a comprehensive suite of sports-related services through our DPSS capabilities, either as part of a rights-in or rights-out arrangement (accounted for under our Spectator Sports segment) or as part of a separate service contract (accounted for under our DPSS segment).

        The contracts with our partners that underpin these arrangements are complex, come in a number of different forms and impose numerous obligations on us, including obligations to:

    provide, with respect to our rights-in contracts, future payment obligations, recorded as capital commitments, under our full rights buy-out contracts (€1.3 billion as of March 31, 2019) and minimum revenue guarantees under commission-based contracts (€1.2 billion as of March 31, 2019);

    take adequate measures to monitor and prevent third parties (including rights-out clients) from infringing or misusing intellectual property of our rights-in partners;

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    meet detailed and sports event specific minimum transmission, live coverage quality, host broadcaster and media production requirements;

    maintain records of financial activities and grant rights-in partners access to and rights to audit our records;

    adopt and implement effective anti-piracy, data protection and geo-blocking measures; and

    comply with certain security and technical specifications.

        If we are unable to meet our obligations or if we breach any of the other terms of our contractual arrangements, we could be subject to monetary penalties and our rights under such arrangements could be terminated, or could be subject to other remedies including obligations to renegotiate terms. Any of the foregoing could have a material adverse effect on our business, results of operations, financial condition or prospects.

        Moreover, our contracts are governed by the laws of a variety of jurisdictions, which laws may differ in significant respects from laws in the United States. For example, under Swiss law, the governing law of some of our rights-in contracts, a contract may be terminated at any time with immediate effect for cause, which includes unforeseeable changes in factual circumstances that make it objectively unbearable for a party to continue a contractual relationship. If our contracts are terminated, this could have a material adverse effect on our business, results of operations, financial condition or prospects.

We depend on the success of live sports events, which are inherently susceptible to risks, and our exposure to such risks is potentially heightened as a result of the nature of mass participation sports events and the athlete experiences we seek to create.

        Live sports events, and, in particular those involving large numbers of athletes or fans, require significant logistical capabilities, including substantial resources for safety and security, and sufficient infrastructure, which can be complex, difficult to coordinate and costly to have in place. In particular, many of our mass participation sports events take place in open-air locations across long distances that are easily accessible to the general public. Even where logistics and infrastructure have been appropriately planned for, public live events, including our owned events, involve risks that may be beyond our control or the control of the relevant organizer (if not us). Such risks may include terrorist attacks, gun violence or other security threats (such as the 2013 Boston Marathon bombing), travel interruption or accidents, traffic incidents, weather-related interruptions, natural catastrophes, the spread of illness, equipment malfunction, labor strikes or other disturbances. Any of these could result in personal injuries or deaths, canceled events and other disruptions to events adversely affecting the success of the events or our ability to stage events in the future (such as if host cities choose not to partner with us given event-related risks). The realization of these risks could also otherwise impact the profitability of our events. For example, the 2016 truck terrorist attack in Nice, France resulted in significantly increased security-related costs for the IRONMAN event race that we held in Nice in 2018. We could also be exposed to liability or other losses for which we may not have insurance or suffer reputational harm.

        In the case of our mass participation sports events, we focus on creating inspirational sports event experiences for athletes and cultivating highly engaged and dedicated communities of athletes. As a result, factors adversely impacting the enjoyment of athletes during our sports events, even relatively minor issues, such as adverse weather conditions or poorly functioning infrastructure, to the extent they become associated with, and undercut, our events or, more generally, our brands, could lead to declining popularity of our events in future periods. As we coordinate all aspects of these events, including executing the events on-site, and undertaking the many items in preparation for each event, poor execution could also lead to declining popularity of our events in the future. We have in the past suffered declines in registrations for events that were affected in the prior year by adverse weather conditions or poor execution. In addition, our events typically require us to obtain permits from the relevant host cities or municipalities, and

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restrictive permit conditions, poor delivery of services including those not directly under our control or cancellation of sports events could also harm our brands. In 2018, two of our sports events in China were cancelled on short notice due to circumstances beyond our control. Although in certain jurisdictions we may not be legally required to reimburse athletes for cancelled (or otherwise adversely affected) events, we may choose to do so for reputational or other considerations, adversely impacting our results of operations.

Our mass participation sports business could be harmed if the relationships on which we depend were to change adversely or terminate.

        In our mass participation sports business, each of our events typically involves an exhaustive check-list of items to be organized and coordinated among numerous parties. Thus, good relationships with these parties are key to a successful event. In particular, for the successful operation and execution of our sports events, we often are dependent on relationships with local authorities and government agencies. Local authorities or government agencies provide us funding (such as in the form of host city fees for our events) and essential services (such as police and security services, traffic control and assistance in obtaining the required approvals and permits) that are integral to the success of the event. For the registration of athletes for many of our mass participation sports events, we use third party providers. We are also heavily reliant on volunteers for the organization of our mass participation sports events, and a decline in numbers of volunteers or any restrictions on volunteers assisting with events would have a material adverse effect on the profitability of these events. If we are unable to rely on providers or volunteers for services in our mass participation sports business, it could cause disruptions to our events or otherwise adversely impact our relationships with our community of athletes. Any adverse changes in or termination of any of these relationships could have a material adverse effect on our business, results of operations, financial condition or prospects.

We could be adversely affected by a failure to protect our intellectual property or the intellectual property of our partners.

        We have significant intellectual property rights, in particular with respect to our sports brands, such as IRONMAN, and related events, as well as our business brands, such as the Infront brand. See also "—We depend upon our strong brands and, therefore, could be adversely affected by any failure to maintain, protect and enhance those brands." We regard our intellectual properties as critical to our success, and we depend, to a large extent, on our ability to develop and maintain our intellectual property rights. To do so, we rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements and copyright, software copyright, trademark, and other intellectual property laws. We also make use of the intellectual property rights from our rights-in partners to monetize the rights acquired through rights-out arrangements. Despite our efforts to protect our or our partners' intellectual property rights, the steps we take in this regard might not be adequate to prevent, or deter, infringement or other misappropriation of our or our partners' intellectual property by competitors, former employees or other third parties.

        Monitoring and preventing any unauthorized use of our or our partners' intellectual property is difficult and costly, and any of our or our partners' intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Litigation or proceedings before governmental authorities, or administrative and judicial bodies may be necessary to enforce our intellectual property rights and to determine the validity and scope of our rights. Our efforts to protect our intellectual property in such litigation and proceedings may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. In addition, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain

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licenses and technologies from these third parties on reasonable terms, or at all. Any failure in protecting or enforcing our or our partners' intellectual property rights could have a material adverse effect on our business, results of operations, financial condition or prospects.

We are focused on expanding our business in China, which exposes us to certain risks arising from economic or political developments and regulatory uncertainties.

        As part of our strategies, we intend to grow our presence in China. Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. While China's economy has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing down in recent years. China's economic growth could decline materially, and any severe or prolonged slowdown in the Chinese economy could adversely affect our efforts in China and our growth strategy and could result in a material adverse effect on our business, results of operations, financial condition or prospects. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. In recent months, China and the United States have each imposed tariffs on exports from the other in an escalating trade war. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

        In addition, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of our economic activities in China. In particular, the PRC legal system is based on written statutes and prior court decisions have limited value as precedent. Since these laws and regulations are relatively new and the PRC legal system continues to evolve, the interpretations of many laws, regulations and rules may not be uniform and enforcement of these laws, regulations and rules involves uncertainties. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis, or at all, and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Any claim, investigation or proceeding against us could result in a material adverse effect on our business, results of operations, financial condition or prospects. See also "—We are subject to a range of laws, including anti-corruption, anti-money laundering, antitrust/competition and sanctions laws and regulations, and business conduct rules, across a number of jurisdictions and could be adversely affected by failures to be fully compliant" as to the impact of regulation in China.

We may be unable to expand successfully into new countries and new markets or expand within countries and markets in which we already are present.

        Expansion into new countries and new markets, or expansion within countries and markets in which we already are present, could expose us to significant legal and regulatory challenges, political and economic instability or other adverse consequences. Such expansion may require the building of new relationships with stakeholders, which may have different interests or standards (for example, compliance standards) than stakeholders for which our operations have otherwise been designed and for which we may have limited capabilities to leverage. Our lack of experience and operational expertise in these countries or markets could put us in a disadvantageous position relative to our competitors with more experience or capabilities to address the relevant challenges. In addition, we might not be able to register and secure our brands and related intellectual property rights in these markets (for example due to pre-existing trademarks) which would prevent us from operating, or make it very difficult or costly to operate our branded events in these markets. These factors, among others, could cause our expansion into new countries or markets to be unsuccessful or less profitable than what we are otherwise able to achieve, could

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cause our operating costs to increase unexpectedly or our revenue to decrease or, in general, could otherwise negatively affect our global ambitions.

The markets in which we operate are highly competitive.

        While there are a limited number of competitors that cover essentially the entire value chain of the sports ecosystem as we currently do, including offering event organization, media production, media distribution, sponsorship and marketing, digital solutions and sports-related ancillary services, each component of the sports ecosystem is highly competitive. This is the case for various aspects of our business, including our mass participation sports events (the rights to which we generally own), and the monetization of rights through a combination of our rights-in and rights-out arrangements, which depends on our ability to acquire the rights and to monetize profitably such rights and the other services we offer.

        In the case of mass participation sports events, we face competition principally from other providers of competitive events. These events may offer athletes the ability to participate in events that represent or are perceived to represent better value for money than what we offer (and there may be low barriers of entry in offering a particular activity to athletes). We may face competition in countries or markets from competitors that have or are able to establish a more significant local presence than we can. In addition, we face competition from other sports and non-sports events that may be more attractive or appealing to potential athletes.

        In acquiring rights from rights owners and monetizing those rights through rights-out contracts, we seek to build strong audiences, raise the value of media rights, create effective communication platforms for brands, events and organizations, and ultimately provide the vital link between sports events and consumers. We face competition both in acquiring the rights and in seeking to monetize the rights we do acquire. Notwithstanding prior relationships, rights owners might choose alternative partners. If we are unable to acquire rights, our ability to broaden our rights portfolio and grow our business will be limited. In a competitive environment, we may lose existing business or we may win less profitable business, including to the extent we may be required to increase the prices we pay to our rights-in partners for the rights or to accept lower prices from our rights-out clients.

        We also face potential competition from in-house solutions and non-traditional media service providers, such as Facebook, Amazon, Apple, Netflix and Google, and, if they increase their focus on sports-related content, including through over-the-top, or OTT, platforms, we may find it difficult to compete, particularly as some of the potential competition has greater financial, technical and other resources than we do. In China, certain large companies, such as Alibaba, Tencent and Suning, are increasingly investing in sports businesses, including in sports-related content and media channel development. While we are developing our own digital solutions through our in-house DPSS capabilities for existing and new partners in response to competitive threats, it may impact the profitability or effectiveness of the part of our business focused on the traditional sports value chain, which has been built to a significant degree on creating a bridge between our rights-in partners and rights-out clients. Even if we are successful in competing in offering digital solutions, the profitability of such solutions may be less than what we have been able to achieve through traditional rights-in and rights-out arrangements historically, which could have a material adverse effect on our business, results of operations, financial condition or prospects. We could also experience similar competition in ancillary services we provide to the sports ecosystem from existing or new competitors.

        Our partners may expand their internal capabilities or otherwise integrate themselves vertically and more systematically, which could result in a reduction in (high volume) opportunities available to us (thereby potentially increasing competition for opportunities that do exist) or otherwise lead to potential new competitors. See also "—Our inability to adapt our business to changing conditions that affect the sports ecosystem could have a material adverse effect on us."

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Our results of operations are also subject to cyclicality and our financial performance in any one fiscal year is unlikely to be indicative of, or comparable to, our financial performance in different fiscal years.

        We experience cyclical trends in our results of operation, particularly in our Spectator Sports and DPSS segments. Some major sports events for which we hold rights or provide services only take place on a biennial basis. This includes the FIS Ski World Championships and the CEV European Volleyball Championships, which occur only in odd years, and the EHF EURO Championships in handball, which occur in even years. Other major sports events occur on a quadrennial basis (such as the FIFA World Cup™ and UEFA EURO™ football events). For these events, we may record a portion of the revenue in the years leading up to the event pursuant to our revenue recognition policy. However, the revenue from such events tends to be most significant in the year the event is taking place, which results in significant fluctuations in our results of operations between years. For example, FIFA-related revenue increased in line with the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™, leading up to, and including, the 2018 FIFA World Cup Russia™. The comparability of our results of operations from our DPSS segment is particularly impacted by cyclicality due to our media production contracts for key events held every four years, such as the FIFA World Cup™ and the FIFA Confederations Cup™. Our agreements as host broadcaster for such events are mainly on a cost-plus basis where we are reimbursed for our expensed production costs. As a result, the reimbursement revenues and the reimbursement costs reflected on our consolidated statement of profit or loss can have a significant impact on the comparability of our results of operations, in terms of revenue and cost of sales, but not net income. See also "Management's Discussion and Analysis of Financial Condition and Results of Operation—Other Factors Affecting our Results of Operations across Segments" for a discussion of the cyclicality of our business and the impact on our results of operations.

        Comparing our operating results on a year-to-year basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

Our results of operations are subject to seasonality and our financial performance in any one interim period is unlikely to be indicative of, or comparable to, our financial performance in subsequent interim periods.

        Ultimately, we generate revenue from sports events, and these events occur at different times throughout the year. Most of our event-related revenue as well as event-related expenses are recognized in the month in which an event occurs. In particular for our Mass Participation segment, revenue and direct expenses tend to be higher in the third and fourth quarters of our fiscal year given our event calendar. Revenue generation in our Spectator Sports segment tends to be lower in the third quarter as winter sports events have not yet commenced and there is less activity in European football compared with other quarters. Over the course of the four quarters, fluctuations in gross profit shows a largely similar pattern to fluctuations in revenue. Other than in years of a FIFA World Cup™, our results of operations in our DPSS segment tend to have less seasonal fluctuations compared to our other segments. See also "Management's Discussion and Analysis of Financial Condition and Results of Operation—Other Factors Affecting our Results of Operations across Segments" for a discussion of the seasonality of our business and the impact on our results of operations. Comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

Failure to effectively manage changes in our business could place a significant strain on our management and operations.

        The successful expansion of our business, both in terms of new countries and new markets, and further penetration into existing countries or markets, requires that we have effective planning and management processes in place and could place a strain on our management systems, infrastructure and other resources. To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. Failure to respond effectively to growth and

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other changes in our business, including as a result of acquisitions, could have a material adverse effect on our business, results of operations, financial condition or prospects.

We may be unable to pursue strategic partnerships, acquisitions and investment opportunities to further complement our service offerings.

        We may selectively partner with, invest in or acquire companies that complement or enhance our existing operations as well as those that are strategically beneficial to our long-term goals, including opportunities that help broaden our customer base, expand our service offerings and grow the number of our events. The costs of identifying and consummating partnerships, acquisitions and investments may be significant, and we may not be able to find suitable opportunities at reasonable prices, or at all, in the future. Finding and consummating partnerships, acquisitions or investments requires management time and effort, and finding and consummating such opportunities in new markets can be affected by foreign ownership restrictions, availability of suitable targets and uncertain business cases in ways that pose greater risk than initiatives that target established markets. More broadly, opportunities in markets in which we have limited or no prior experience may pose a greater risk. Failure to further expand our service offerings through strategic partnerships, acquisitions and investment opportunities could have a material adverse effect on our business, results of operations, financial condition or prospects.

We may have difficulties integrating completed acquisitions or may face other risks as a result of acquiring new operations.

        To the extent we pursue further strategic acquisitions or other investment opportunities to extend or complement our operations, we may be exposed to additional risks, including:

    an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

    an acquisition may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

    we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

    an acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

    we may not be able to successfully integrate our business and we may not be able to fully realize the anticipated strategic benefits of the acquisition;

    we may face challenges inherent in effectively managing an increased number of employees in diverse locations;

    we may be affected by potential strains on our financial and managerial controls and reporting systems and procedures;

    we may be subject to potential known and unknown liabilities associated with an acquired business;

    use of cash to pay for acquisitions could limit other potential uses for our cash;

    we may need to record impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; or

    to the extent that we issue a significant amount of equity or convertible debt securities relating to future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

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        We may not succeed in addressing these or other risks or any other problems encountered relating to the integration of any acquired business. The inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, results of operations, financial condition or prospects.

A decline in general economic conditions or a disruption of financial markets may affect advertising markets or the discretionary income of consumers, which in turn could adversely affect our profitability.

        Our operations are affected by general economic conditions and, in particular, conditions that have a direct impact on the demand for entertainment and leisure activities. Declines in general economic conditions could reduce the level of discretionary income that our sports fans and athletes have to spend on attending or participating in sports events (including our mass participation sports events) or on sports-related programming or consumer products more generally (thereby potentially reducing sponsorship and advertising spending), any of which could adversely impact our revenue. Adverse economic conditions, including volatility and disruptions in financial markets, may also affect other stakeholders in the sports ecosystem, thereby reducing their engagement. For example, declines in consumer spending more broadly could affect advertising spend, which in turn could adversely affect broadcasters. These factors could reduce the prices we can obtain in our rights-out arrangements.

Security breaches could result in economic loss, damage our reputation, deter athletes and fans from attending the sports events we organize or could result in other negative consequences.

        We collect, process and store significant amounts of data concerning our athletes and fans, as well as data pertaining to our business partners and employees. Our systems are vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks or similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data, the unauthorized access of data or the inability to access our own data. Functions that facilitate interactivity with other internet platforms could increase the scope of access of hackers to user accounts. Although we have in place systems and processes that are designed to protect our data, prevent data loss, disable undesirable accounts and activities on our platform and prevent or detect security breaches, such measures may not be sufficient, particularly as techniques used to gain unauthorized access to data and systems (or make our own data or systems unavailable to us), disable or degrade service, or sabotage systems, are constantly evolving. If an actual or perceived breach of security occurs to our systems or a third party's systems, we also could be required to expend significant resources to mitigate the breach of security and to address matters related to any such breach, including notifying users or regulators. In addition, we are subject to various regulatory requirements relating to the security and privacy of such data, including restrictions on the collection and use of personal information of users and are required to take steps to prevent personal data from being divulged, stolen, or tampered with. We are subject, for example, to the EU General Data Protection Regulation, which is significantly more stringent than similar regulation on the subject matter in the United States, as well as the Cybersecurity Law of the PRC, which became effective in June 2017 and is subject to uncertainties as to the interpretation and application of the law.

        Any failure, or perceived failure, by us to maintain the security of our user data or to comply with privacy or data security laws, regulations, policies, legal obligations, or industry standards, may result in governmental enforcement actions and investigations (including fines and penalties, or enforcement orders requiring us to cease operating in a certain way), litigation or adverse publicity. This may expose us to potential liability and may require us to expend significant resources in responding to and defending allegations and claims. Moreover, claims or allegations that we have violated laws and regulations relating to privacy and data security, or have failed to adequately protect data, may result in damage to our

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reputation and a loss of confidence in us by our athletes, fans or our partners, and could have a material adverse effect on our business, results of operations, financial condition or prospects. If the third parties we work with violate applicable laws or contractual obligations or suffer a security breach, such circumstances also may put us in breach of our obligations under privacy laws and regulations and could in turn have a material adverse effect on our business, results of operations, financial condition or prospects.

We could be adversely affected by assertions or allegations, even if untrue, that we infringed or violated intellectual property rights of third parties.

        Third parties may in the future assert that we have infringed, misappropriated or otherwise violated their copyright or other intellectual property rights, and as we face increasing competition, the possibility of intellectual property rights claims against us grows. Third parties may take action against us if they believe that certain content available on our platform violates their copyright or other intellectual property rights. We have entered into certain agreements with other intellectual property owners to protect our rights and those of third parties. For example, we have a license agreement with Marvel Entertainment Group Inc., or Marvel, that prevents us from using and exploiting our IRONMAN brand in ways that would suggest an association or connection between us and Marvel's protected "IRON MAN" trademark and related products (such as comic books, toy figures, posters and t-shirts). This agreement also requires us to pay royalties to Marvel for the use of the IRONMAN brand. We may be adversely affected to the extent we are alleged to have infringed on the rights, contractual or otherwise, of third parties, including in our pursuit of new revenue-generating opportunities relating to our brands.

        We may also face contractual liability to our licensees in connection with a failure to adequately protect the trademark and other rights granted under licenses, which could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

Demand for our content would be adversely affected by unauthorized distribution of that content.

        To the extent that live sports events are made available on the internet by pirates or other unauthorized re-broadcasters and these are illegally streamed, demand for our products and services could decline and we could lose the benefit of any associated revenue, which could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

We depend upon our strong brands and, therefore, could be adversely affected by any failure to maintain, protect and enhance those brands.

        Strong brands and brand recognition are key to our increasing the number of strategic relationships and the level of engagement of our athletes, and, in general, enhancing our attractiveness to various stakeholders in the sports ecosystem, such as rights owners, brands, advertisers, fans and athletes. Since we operate in highly competitive markets, brand maintenance and enhancement, in addition to providing consistent, high quality customer experiences, are key to and directly affect our ability to maintain our market position. We rely on brands, including our event brands such as IRONMAN, IRONMAN 70.3, Rock 'n' Roll Marathon Series and Cape Epic, as well as on our business brands such as Infront, to maintain our market leadership in various areas. Maintaining and enhancing our brands depends largely on our ability to continue to deliver comprehensive, high-quality content and service offerings, which may not always be successful. Our branding efforts may not be successful and not receive anticipated results, and we may incur significant branding costs along the way. In addition, these activities may not be successful or we may be unable to achieve the brand promotion effect we expect. If we do not successfully maintain our brands, our reputation and business prospects could be harmed.

        Our brands may be impaired by a number of factors, including any failure to keep pace with technological advances, a decline in the quality or breadth of our offerings (including live sports events organization), any failure to protect our intellectual property rights, or alleged violations by us of law and

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regulations or public policy. In particular, the value of our brands could be impacted to the extent the use of a brand becomes genericized or synonymous with the sport itself, such as all triathlons, or all long-distance triathlons, being referred to as "Ironmans." Such developments might adversely impact our ability to control the use of our brands in certain jurisdictions, and our efforts to protect our intellectual property rights, including steps we take to prevent brands from becoming genericized, may prove inadequate. Additionally, if our partners fail to maintain high standards, our business brands, Infront in particular, could be adversely affected. Such factors could be the direct result of negative media coverage. See "—We could be adversely affected by negative media coverage of illegal or unethical conduct of participants in the sports ecosystem or of other negative developments affecting individual sports or individual events."

        Our brands and our business may also be harmed by aggressive marketing and communications strategies of our competitors, as well as by a decline in confidence in our industry and its participants as a result of one or more such participants facing financial difficulties. Any negative, inaccurate, false or malicious publicity relating to our company, our products and services, or our industry, regardless of its veracity, could harm our reputation and brands and materially deter our partners, athletes and fans from seeking our services or participating in or attending our sports events.

We have a limited history operating as an integrated business and our business and prospects would be adversely affected were we to fail to properly integrate our operations and processes.

        Our structure has changed significantly in anticipation of this offering, and we have a limited history of operating under our new configuration as an integrated business. See also "Business—Our History." Prior to the implementation of the significant changes to our structure, which included a corporate reorganization and the establishment of the VIE structure for our operating entities in China, our constituent business units operated relatively independently of one another as part of a privately owned group, with their own management, financial reporting and internal control and compliance structures. In addition, there were certain areas in which our business units were in direct competition with one another. We are now working toward operating as a more integrated group, under new senior group management and with new reporting lines at the group level. In addition, we now present financial statements on a consolidated basis, and although we are not currently planning to integrate our legacy information systems, we have harmonized our management reporting processes. Were we to fail to make the transition to an integrated public company timely and effectively, whether in terms of coordinated operations, effective internal reporting and controls, or otherwise, it could have a material adverse effect on our business or prospects.

We could be adversely affected by negative media coverage of illegal or unethical conduct of participants in the sports ecosystem or of other negative developments affecting individual sports or individual events.

        We could be subject to, or otherwise affected by, negative publicity about us or our business, shareholders, affiliates, directors, officers or other employees, as well as our partners, including rights owners, governing bodies that oversee sports or athletes in sports with which we are involved. or more broadly, host cities, our competitors or others who share any of our various business models, or other participants in the sports ecosystem. For example,

    Accidents or other situations involving serious harm or even death to one or more athletes or spectators could lead to negative publicity about us or our events. The increasing popularity of mass participation sports events also means an increasing number of inexperienced participants who may be more prone to injury or heart attacks, which can be fatal.

    Negative publicity could be prompted by actual or alleged criminal activities, such as money laundering, tax evasion or bribery, or other misconduct affecting one or more sports. Corruption in sports, including use by athletes of performance- and image-enhancing drugs and fraudulent

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      medical procedures to avoid detection, match-fixing and host-rights corruption, has been a feature of the sports landscape over time. In 2015, for example, U.S. federal prosecutors alleged the use of bribery, fraud and money laundering in connection with the award of media and marketing rights for high-profile international competitions, including the Americas' FIFA World Cup™ qualifying tournaments, and showpiece tournaments, such as the CONCACAF Gold Cup and Copa América. By the end of 2015, according to the U.S. Department of Justice, charges had been brought against 41 individuals and entities, including at the time 12 individuals and two sports marketing companies that had already been convicted. Other regulators launched investigations, including criminal proceedings brought by the Office of the Attorney General of Switzerland, or OAG. In December 2017, two high-ranking football officials were convicted of racketeering conspiracy and related crimes arising from acceptance of bribes in exchange for media and marketing rights to various football tournaments. In 2018, there were press reports that U.S. federal prosecutors had issued grand jury subpoenas in what was described as a broad investigation of international sports corruption. In 2016, it was reported that the OAG had launched investigations of bribery in connection with the award of the 2006 FIFA World Cup™ to Germany, as part of a broader probe of FIFA, which also involved allegations against the founder and former chairman of Infront, the late Robert Louis-Dreyfus.

    From time to time reports have appeared in the press citing rumors of conflicts of interest or nepotism involving a member of our senior management and his relationship with FIFA and, in particular, its former president.

    The then President of Infront Italy (a subsidiary of Infront) and two of his associates, including the then Managing Director and a former manager of Infront Italy, were the subjects of an investigation in 2015 by the office of the Milan prosecutor in connection with allegations of improper conduct in the sale of Serie A television rights for 2015-2018, including collusion in the tendering/bid process, money laundering, obstructing the investigation and criminal conspiracy. The investigation was accompanied by searches of Infront Italy's office premises. The engagements of the President and the Managing Director were subsequently terminated by mutual agreement. While the investigations were dropped, an antitrust proceeding in Italy against various Italian companies, including Infront Italy, is ongoing. In 2016, an administrative court annulled the decision of the Italian Competition Authority against the defendants, including Infront Italy. An appeal by the Italian Competition Authority before the court of last instance (Consiglio di Stato) is scheduled to be heard in December 2019.

    Athletes have been accused of using performance-enhancing drugs and fraudulent medical procedures, which has impacted individual sports, such as cycling, or broader events, such as allegations against Russian athletes at the London 2012 Summer Olympic Games.

    Recent press reports note that the increasing popularity of marathon running in China has been marred by complaints and scandals, including reports of large-scale cheating at the Shenzhen half-marathon in November 2018.

    On May 24, 2019, Infront announced via press release, or the Infront Announcement, that it had discovered fraudulent activities relating to perimeter board advertising for football matches in Germany governed by the DFB that are presumed to have been committed by one of its former senior employees. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting—Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud." The Infront Announcement also mentions that gifts, at Infront's cost, were provided by the former employee to employees of at least one of Infront's clients that exceeded reasonable and customary values. The former employee has made certain formal allegations involving certain senior Infront employees as to their involvement in the fraudulent activities, which we believe,

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      based on Infront's ongoing internal investigations, are without merit. The former employee may, in the future, continue to make these, or other, allegations. One of the clients affected by this fraudulent activity has alleged, in discussions with Infront, failure by Infront to meet certain obligations in connection with such advertising, which allegations we believe also are without merit.

        The impact of negative publicity can be exacerbated by the increasing popularity of instant messaging applications and social media platforms, which provide individuals with access to a broad audience of users and other interested persons. The availability of information through these applications and platforms is virtually immediate as is its impact, without affording us an opportunity for redress or correction. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available.

        Negative publicity of the types described above, even in circumstances where the connection with us is remote, could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

We rely on the skills, experience and relationships of our senior management team and other key personnel, the loss of which could adversely affect us.

        We believe that our future success depends significantly on our continuing ability to attract, develop, motivate and retain our senior management and a sufficient number of international sports and media specialists and other experienced and skilled employees. We benefit from the track record of our senior management team, including Philippe Blatter and Andrew Messick, in building strategic personal relationships with key stakeholders throughout the sports ecosystem and successfully growing our operations through acquisitions and strategic partnerships. Our senior management team works closely with seasoned international sports and media specialists who offer deep execution and operational experience combined with their relationships with various stakeholders. Our combined team offers deep industry experience throughout the sports ecosystem, as well as in-depth knowledge of the Chinese sports market.

        Qualified individuals are in high demand, particularly in the sports ecosystem, and we may have to incur significant costs to attract and retain them. The loss of any member of the senior management team or such specialists could be highly disruptive and adversely affect our business operations in respect of a particular stakeholder or more broadly impact our future growth. Moreover, if any of these individuals joins a competitor or undertakes a competing business, we may lose crucial business secrets, personal relationships, technological know-how and other valuable resources, notwithstanding our contractual arrangements designed to mitigate this loss.

We are subject to a range of laws, including anti-corruption, anti-money laundering, antitrust/competition and sanctions laws and regulations, and business conduct rules, across a number of jurisdictions and could be adversely affected by failures to be fully compliant.

        As of December 31, 2018, we operated across five continents and 23 countries, with that number varying in large part due to the location of events in which we are involved. The global nature of our business requires us to comply with a wide variety of laws and regulations in each of the jurisdictions in which we operate. Such laws and regulations vary significantly from jurisdiction to jurisdiction. If we fail to comply with the laws and regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our sports events in that jurisdiction or suffer other adverse consequences. The inability to present sports events over an extended period of time or in a number of jurisdictions could lead to a decline in the revenue streams generated from such events. In addition, our rights-out activities and the marketability of our sports portfolio can be adversely affected by laws and regulations in certain jurisdictions that restrict the advertising of specified products and services, including betting, alcohol, tobacco and over-the-counter pharmaceutical products. In China in particular, governmental authorities

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promulgate and enforce laws and regulations that cover many aspects of our operations, including the organization of events, the scope of permitted business activities, licenses and permits for various activities and foreign investments. Operators in China are required to obtain various government approvals, licenses and permits to operate. If we fail to obtain and maintain approvals, licenses or permits required for our business, we could be subject to liabilities, penalties and operational disruption and our business could be materially adversely affected. Such failures in China could adversely affect our ability to grow our business in China.

        We also are subject to anti-corruption, anti-money laundering and sanctions laws and regulations, and business conduct rules, such as the U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010, the PRC Anti-Unfair Competition Law of 2017 and the Provisional Regulations on Anti-Commercial Bribery of 1996, as well as economic sanctions programs, including those administered by the United Nations, the European Union and the Office of Foreign Assets Control in the United States and antitrust/competition laws. In Switzerland, we are subject to international economic sanctions implemented through domestic legislation. While we seek to apply a strong culture of compliance and control, our policies and procedures may not be followed at all times or effectively detect and prevent violations of the applicable laws by one or more of our employees, consultants, agents or partners. In addition, some of the countries in which we operate lack a legal system as developed as other locations in which we operate and are perceived to have high levels of corruption. Our continued geographical diversification, including in some emerging markets, development of joint venture relationships and our employment of local agents in the countries in which we operate increase the risk of violations of anti-corruption laws, sanctions or similar laws. In late June, we received a request for information from the European Commission, DG Competition in connection with an antitrust investigation into sports media rights. The request seeks general information as well as information about certain specific contacts with a competitor. We believe the request is part of an ongoing investigation that included so-called "dawn raid" inspections in April 2018 at the premises of some of our competitors, but which did not include Infront. We are undertaking an internal review with the assistance of outside counsel as part of our process to respond to the request for information and intend to cooperate fully with the investigation. Given the early stage of our involvement with the investigation, we are unable to predict the outcome of the investigation, the timetable for any action on the part of the competition authorities and any potential adverse consequences for us. Based on what is publicly available about the investigation and the timing of the request for information, we do not believe Infront is a primary target of the investigation at this time.

        Violations of anti-corruption and economic sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. Violations of antitrust/competition laws could subject us to fines, criminal sanctions and/or civil claims and damages. In addition, any major violations could have a significant impact on our reputation and consequently on our ability to win future business and maintain long-term commercial relationships with our partners. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or prospects.

Misconduct and errors by our employees, seasonal workers, volunteers or outsourced personnel could harm our business and reputation.

        We are exposed to a range of operational risks, including the risk of misconduct and errors by our employees, seasonal workers, volunteers or outsourced personnel. We could be materially adversely affected if personal and business information were disclosed to unintended recipients. Also, we could be materially adversely affected if our employees, seasonal workers, volunteers or outsourced personnel were to abscond with our proprietary data, use our know-how to compete with us or carry out their duties in an inappropriate or fraudulent manner. For example, following the discovery of the fraudulent activities set out in the Infront Announcement presumed to have been committed by one of Infront's former senior

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employees, Infront has taken various external actions, including alerting affected clients and offering compensation. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting—Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud." In addition, considering the manner in which we store and use certain personal information, it is not always possible to identify and deter misconduct or errors by employees, seasonal workers, volunteers or outsourced personnel, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or prevent corruption by our employees (see also "—We are subject to a range of laws, including anti-corruption, anti-money laundering, antitrust/competition and sanctions laws and regulations, and business conduct rules, across a number of jurisdictions and could be adversely affected by failures to be fully compliant"). Any of these occurrences could result in our diminished ability to operate our business, reputational damage, regulatory intervention and financial harm, which could negatively impact our reputation, business, financial condition, results of operations or prospects.

Our current insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

        We believe we maintain insurance coverage that is customary for businesses of our size and type. However, we may be unable to insure against certain types of losses or claims, or the cost of such insurance may be prohibitive. Uninsured losses or claims, if they occur, could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

        Our mass participation sports events are physically demanding. The physical nature of our events exposes our athletes to the risk of serious injury or death. Liability to us resulting from any death or serious injury sustained by one of our athletes while racing, or by spectators or passersby watching or being in proximity to our races, regardless of whether or not covered by our insurance, could have a material adverse effect on our business, results of operations, financial condition or prospects.

Changes and uncertainties in the tax regimes in the countries in which we operate could reduce net returns to our shareholders.

        Our tax position could be adversely impacted by changes in tax rates, tax laws, tax practices, tax treaties or tax regulations or changes in the interpretation thereof by the tax authorities in the jurisdictions in which we operate, as well as being affected by certain changes currently proposed by the Organization for Economic Co-operation and Development and its action plan on Base Erosion and Profit Shifting. Such changes may become more likely as a result of recent economic trends in the jurisdictions in which we operate, particularly if such trends continue. See also "—Contractual arrangements in relation to our VIE may be subject to scrutiny by PRC tax authorities and they may determine that we or our VIE owes additional taxes, which could negatively affect our financial condition."

        Our actual effective tax rate may vary from our expectation and that variance may be material. A number of factors may increase our future effective tax rates, including:

    the jurisdictions in which profits are determined to be earned and taxed;

    the resolution of issues arising from any future tax audits with various tax authorities;

    changes in the valuation of our deferred tax assets and liabilities;

    increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;

    changes in the taxation of share-based compensation;

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    changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and

    challenges to the transfer pricing policies related to our structure.

        A tax authority may disagree with tax positions that we have taken or could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a "permanent establishment" under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions. In addition, a tax authority may take the position that material income tax liabilities, interest and penalties are payable by us. Contesting such an assessment may be lengthy and costly and if we were unsuccessful in disputing the assessment, the implications could increase our anticipated effective tax rate, where applicable.

We are exposed to foreign currency risk.

        We conduct our business in numerous countries and expect to expand our geographic footprint. Because we own assets overseas and derive revenue from our international operations, our exposure to fluctuations in foreign exchange rates relates primarily to our operating activities (when cash flows are denominated in a currency other than euros, resulting in potential transaction exposure risk) and our net investments in subsidiaries with a functional currency other than euros (resulting in potential translation exposure risk). We are also subject to foreign currency fluctuations on our intercompany balances that arise from normal operations and working capital needs, as well as foreign currency fluctuations in cash balances and cash equivalents.

        Our reporting currency is the euro and, as we incur expenditures in other currencies, the movement of any of these currencies against the euro could have a material adverse effect on our revenue, cost of revenue and operating margins and could result in exchange losses. We may, from time to time, hedge a portion of our currency exposures and requirements to try to limit any adverse effect of exchange rate fluctuations, but such hedging may not be successful nor sufficient. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk—Foreign currency risk."

Our indebtedness could adversely affect our financial health and competitive position.

        As of March 31, 2019, we had total indebtedness (total interest-bearing liabilities) of €1,002.9 million. Our indebtedness increases the risk that we may be unable to generate cash sufficient to pay interest and principal when due. In addition, the level and terms of our indebtedness could:

    increase our vulnerability to general adverse economic and industry conditions;

    require us to dedicate a material portion of our cash flows from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, acquisitions, capital expenditures and other general corporate purposes;

    limit our ability to pay dividends;

    limit our flexibility in planning for, or reacting to, changes in our business and the sports ecosystem; and

    limit our ability to borrow additional funds.

        We may be unable to refinance any of our indebtedness on commercially reasonable terms, or at all. Failure to refinance our indebtedness on terms we believe to be acceptable could have a material adverse effect on our business, financial condition, results of operations and cash flow.

        The agreements evidencing or governing our indebtedness contain, and any agreements evidencing or governing other future indebtedness may contain, certain restrictive covenants that may limit our ability to

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engage in certain activities that may otherwise be in our best interests, including to pursue growth strategies, for example, to the extent their require the incurrence of additional indebtedness. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness" for descriptions of agreements currently in effect, including various ratio thresholds and covenants as summarized therein. We have not previously breached and are not in breach of any of the covenants under any of these facilities; however our failure to comply with any of those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our indebtedness.

Increases in interest rates could adversely impact us due to our existing debt or in connection with incurrence of debt for acquisitions or other purposes.

        As of March 31, 2019, our total indebtedness (total interest-bearing liabilities) of €1,002.9 million bears interest at floating rates. Interest rate changes could impact the amount of our interest payments, and accordingly, our future earnings and cash flow, assuming other factors are held constant. Such changes may also impact the cost of any refinancing of our debt portfolio or any new incurrence of debt for acquisitions or other purposes. To manage this, we may enter into interest rate swaps. Increased interest rates may increase the risk that the counterparties to our swap agreements will default on their obligations, which could further increase our exposure to interest rate fluctuations. Conversely, if interest rates are lower than our swapped fixed rates, we will be required to pay more for our debt than we would have had we not entered into the swap agreements.

We have granted, and expect to continue to grant, share-based incentives, which will result in share-based compensation expenses that could have a material adverse effect on our results of operations in affected periods.

        We have adopted a Management Equity Incentive Plan, or the option plan, pursuant to which we have granted options, and expect to grant options, as a result of which we expect we will recognize share-based compensation expense, beginning in the third quarter of 2019. In addition to the option plan, we plan to adopt another equity incentive plan that will cover additional officers and employees of ours within six months after completion of this offering. See "Management—Equity Incentive Plans." We account for expenses for share-based compensation using a fair-value based method and recognize expenses in our consolidated statement of profit or loss in accordance with IFRS. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Judgements and Estimates—Share-based compensation" for further information, including as to estimates of share-based compensation expense expected to be recognized in the three months ending September 30, 2019, and over the vesting period relating to options granted under the option plan. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we expect to continue to grant share-based awards in the future. Expense associated with share-based compensation could have a material adverse effect on our results of operations for the periods in which such expense is recognized.

Risks Related to Our Relationship with Dalian Wanda Group

Dalian Wanda GCL, our controlling shareholder, has had, and is expected to continue to have, effective control over the outcome of shareholder actions in our company, which may be inconsistent with the interests of other shareholders.

        Upon completion of this offering, Dalian Wanda GCL will continue to be our controlling shareholder, with effective voting power, by reason of beneficially owning 100% of our Class B ordinary shares, representing 88.15% of our total voting power, assuming the underwriters do not exercise their option to purchase additional shares. This voting power gives it the power to control certain actions that require shareholder approval under Hong Kong law and our articles of association, including approval of mergers and other business combinations, changes to our articles of association and the number of shares available

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for issuance. This voting control may cause transactions to occur that might not be beneficial to you as a holder of the ADSs and may prevent transactions that would be beneficial to you. For example, this voting control may prevent a transaction involving a change of control in us, including transactions in which you as a holder of the ADSs might otherwise receive a premium for the ADSs over the then-current market price. In addition, Dalian Wanda GCL is not precluded from causing our direct parent company to sell the controlling interest in us to a third party and may do so without your approval and without providing for a purchase of your ADSs.

Any adverse change, or perceived adverse change, in our relationship with, or any negative developments affecting, Dalian Wanda Group could have an adverse effect on us.

        Wanda Culture is a PRC-based multinational conglomerate. We believe our business has benefited from our association with Dalian Wanda Group, including its brand name and its extensive relationships and resources in China. Over time, we may be unable to continue to benefit from the level of historical cooperation with Dalian Wanda Group. If Dalian Wanda Group were to, or were perceived to, distance itself from us, for example by decreasing its equity stake in us or pursuing activities in China in competition with us, or if there were any other adverse change in Dalian Wanda Group's relationship with us, it could have a material adverse effect on our business, the effectiveness of the further roll-out of our business in China, our results of operations, our financial condition or prospects.

        Adverse developments affecting the Dalian Wanda brand name or reputation, including as a result of negative publicity concerning the Dalian Wanda Group or its chairman, could have an adverse impact on our corporate image or reputation, and have an adverse effect on our marketing efforts. Such developments could involve political or economic events or internal matters within the Dalian Wanda Group, including the departure of its chairman.

        We have the right to use trademarks owned by Dalian Wanda Group, including the Wanda name, in our legal entities and for marketing and brand purposes, under a royalty free license with no expiration date; provided, however, that if Dalian Wanda GCL ceases to own, directly or indirectly, a majority of the total voting power of our ordinary shares, the license will terminate. If this were to occur, we would lose our right to use the relevant marks under the agreement, which could have an adverse impact on the effectiveness of our marketing efforts and brands. We also benefit from a support services arrangement, the termination of which would require us to incur costs to replicate the covered services. See "Related Party Transactions—Cooperation Agreement with Dalian Wanda Group."

We may be adversely impacted by conflicts of interest with Dalian Wanda Group.

        Conflicts of interest may arise between Dalian Wanda Group and us and, because of Dalian Wanda Group's controlling ownership interest in us, we may be unable to resolve such conflicts on terms favorable to us, which could have a material adverse effect on our business, results of operations, financial condition or prospects. For example, there may be business opportunities in the future that both we and Dalian Wanda Group are interested in which it decides it wishes to pursue on its own, or we may be limited in our ability to do business with companies viewed by Dalian Wanda Group as competitors. Certain of our directors are also employees of Dalian Wanda Group, which could create, or appear to create, conflicts of interest if and when these directors are faced with decisions with potentially different implications for Dalian Wanda Group and us.

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Risks Related to Our Corporate Structure

We are a holding company and our sole material asset after completion of this offering will be our equity interest in our subsidiaries. Accordingly, we will depend on distributions from our subsidiaries to pay dividends and cover our corporate and other expenses.

        We are a holding company and will have no material assets other than our equity interest in our subsidiaries. Because we will have no independent means of generating revenue, our ability to pay dividends, if any, and cover our corporate and other expenses is dependent on the ability of our subsidiaries to generate revenue to pay such dividends and expenses and then distribute them up to us. The ability of our subsidiaries to make any distributions will be subject, among others, to restrictions in our exiting or future credit facilities or other debt instruments and applicable law and regulations, which could impose withholding taxes on internal distributions. Our existing credit facilities, for example, significantly restrict our ability to pay dividends. To the extent that we need funds and our subsidiaries are restricted from making such distributions or payments under the terms of any financing arrangements or under applicable law or regulation, or otherwise are unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Risks Related to our Operations in China

        While the revenue we derive from our operations in China is relatively low, we expect our operations in China to grow, which presents the following additional risks.

Risks Related to our VIE Arrangements

If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with applicable PRC regulations, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Certain business sectors in the PRC are restricted from foreign investment under the Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2018 Version) promulgated by MOFCOM and NDRC in 2018, which replaced the prior Guidance Catalog of Industries for Foreign Investment. Our VIE and its subsidiaries are involved in the production and distribution of radio and television programs in China, which is restricted from foreign investment. Due to such foreign investment restrictions in the PRC and other regulatory considerations, we acquired control over, and consolidate the operating results of, WSC through a VIE structure. Our indirectly wholly-owned PRC subsidiary (Infront China), has entered into a series of contractual arrangements with our VIE and its shareholders, which enable us to exercise effective control over our VIE, receive substantially all of the economic benefits of our VIE and have an exclusive option to purchase all or part of the equity interests in our VIE. As a result of these contractual arrangements, we have control over, and are the primary beneficiary of, our VIE and, hence, consolidate its and its subsidiaries' operating results in our consolidated financial statements.

        In the opinion of our PRC legal counsel, Jingtian & Gongcheng, (i) the ownership structure of Infront China and its VIE does not contravene any applicable PRC laws and regulations and (ii) the contractual arrangements with WSC and its nominee shareholders are valid and binding upon each party to such arrangements and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations, and will not contravene any PRC laws and regulations currently in effect. However, our PRC legal counsel has advised us that there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations and future PRC laws and regulations, and there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to, or otherwise different from, its opinion stated above. Thus, the PRC government could ultimately take a view contrary to, or otherwise different from, the opinion of our PRC legal counsel. If the PRC government finds that our contractual arrangements do not comply with its applicable restrictions, including

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restrictions on foreign investment, or if the PRC government otherwise finds that we, our VIE or our or its respective subsidiaries are in violation of PRC laws or regulations or lack the necessary permits or licenses to operate certain business in China, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations or failures, including:

    revoking the business licenses and/or operating licenses of such entities;

    discontinuing or placing restrictions or onerous conditions on our operation through any transactions between our PRC subsidiary and our VIE;

    imposing fines, confiscating the income from our PRC subsidiary or our VIE, or imposing other requirements with which we or our VIE may not be able to comply;

    requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with our VIE and terminating the equity pledges of our VIE's shareholders, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over, our VIE; or

    restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.

        Any of these events could cause disruption to our business operations in China and damage our reputation, which could in turn have a material adverse effect on our business, results of operations, financial condition or prospects. If occurrences of any of these events results in our inability to direct the activities of our VIE that most significantly impact it or its subsidiaries' economic performance and/or our failure to receive the economic benefits of our VIE and its subsidiaries, we may not be able to consolidate their operating results in our consolidated financial statements.

We are subject to Chinese foreign exchange controls that could limit our access to cash from our operations in China.

        The PRC government imposes foreign exchange controls on the convertibility of the Chinese yuan and, in certain cases, the remittance of currency out of China. Under our current corporate structure, our Hong Kong holding company primarily relies on dividend payments from our subsidiaries, including our PRC subsidiary (Infront China) to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of State Administration of Foreign Exchange by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of State Administration of Foreign Exchange, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Chinese yuan is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain State Administration of Foreign Exchange approval or registration to use cash generated from the operations of our PRC subsidiary and our VIE to pay off their respective debt in a currency other than the Chinese yuan owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than the Chinese yuan. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.

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Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law, and it may have a potential impact on the viability of our current corporate structure, corporate governance and business operations.

        The Foreign Investment Law, or the FIL, formally adopted by the 2nd session of the thirteenth National People's Congress of China on March 15, 2019, will become effective on January 1, 2020, which will replace the Law on Sino-Foreign Equity Joint Ventures, the Law on Sino-Foreign Contractual Joint Ventures and the Law on Foreign-Capital Enterprises to become the legal foundation for foreign investment in China.

        Conducting operations through contractual arrangements has been adopted by many PRC-based companies, including us, to obtain and maintain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions or prohibitions in China. The FIL stipulates three forms of foreign investment. However, the FIL does not explicitly stipulate the contractual arrangements as a form of foreign investment. The FIL will become effective on January 1, 2020, and if any other laws, regulations and rules do not incorporate contractual arrangements as a form of foreign investment, our contractual arrangements with our consolidated affiliated entities, as a whole and each of the agreements comprising such contractual arrangements, will not be affected.

        Notwithstanding the above, the FIL stipulates that foreign investment includes "foreign investors invest in China through any other methods under laws, administrative regulations, or provisions prescribed by the State Council." Therefore, there are possibilities that future laws, administrative regulations or provisions of the State Council may stipulate contractual arrangements as a way of foreign investment, and substantial uncertainties exist with respect to whether our contractual arrangements will be recognized as foreign investment, whether our contractual arrangements will be deemed to be in violation of the access requirements for foreign investment and how our contractual arrangements will be treated. There are possibilities that we may be required to unwind the contractual arrangements and/or dispose of our consolidated affiliated entities, which could have a material and adverse impact on our business, financial condition and result of operations.

We rely on contractual arrangements with our VIE and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control.

        While the revenue contribution of our operations in China is relatively small, we expect to grow our presence in China and hence our revenue from China over time. We will rely on contractual arrangements with our VIE, its shareholders and its subsidiaries to operate our business in China. These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE. For example, our VIE and its shareholders could breach their contractual arrangements with us by, among others, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests.

        If we had direct ownership of our VIE, we would be able to exercise our rights as a shareholder to effect changes in its board of directors, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by our VIE and its shareholders of their respective obligations under the contracts to exercise control over our VIE. The shareholders of our VIE may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate a certain portion of our business through the contractual arrangements with our VIE and its shareholders. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation or other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our VIE or its shareholders to perform their respective obligations under our contractual arrangements with them would have a material adverse effect on our

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business in China." Therefore, our contractual arrangements with our VIE and its shareholders may not be as effective in controlling our business operations as direct ownership.

Any failure by our VIE or its shareholders to perform their respective obligations under our contractual arrangements with them would have a material adverse effect on our business in China.

        If our VIE or its shareholders fail to perform their respective obligations under their contractual arrangements with us that give us effective control over our business operations in China, we could be limited in our ability to enforce such contractual arrangements and we may have to incur substantial costs and expend additional resources to enforce such contractual arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which may not be effective under PRC law. In addition, if any third parties claim any interest in such shareholders' equity interests in our VIE, our ability to exercise shareholders' rights or foreclose the share pledges pursuant to the contractual arrangements may be impaired. If these or other disputes between the shareholders of our VIE and third parties were to impair our control over our VIE, we may not be able to maintain effective control over our business operations in the PRC and thus would not be able to continue to consolidate our VIE's financial results, which in turn could adversely affect our efforts in China and could have a material adverse effect on our results of operations.

Contractual arrangements in relation to our VIE may be subject to scrutiny by PRC tax authorities and they may determine that we or our VIE owes additional taxes, which could negatively affect our financial condition.

        Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by PRC tax authorities within ten years after the taxable year when the transactions were conducted. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between us and our VIE were not entered into on an arm's-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust the income of our VIE in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among others, result in a reduction of expense deductions recorded by our VIE for PRC tax purposes, which could in turn increase its tax liabilities without reducing our PRC subsidiary's tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on our VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially adversely affected if our VIE's tax liabilities increase or if it is required to pay late payment fees and other penalties.

The shareholders of our VIE may have actual or potential conflicts of interest with us, which may materially adversely affect our business and financial condition.

        The shareholders of our VIE may have actual or potential conflicts of interest with us. These shareholders may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIE, which could have a material and adverse effect on our ability to effectively control our VIE and receive economic benefits from them. For example, the shareholders may be able to cause our agreements with our VIE to be performed in a manner adverse to us by, among others, failing to remit payments due under the contractual arrangements to us on a timely basis. If conflicts of interest arise, any or all of these shareholders may not act in our best interests and/or such conflicts may not be resolved in our favor.

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Risks Related to PRC Regulatory Issues

Uncertainties with respect to the PRC legal system could adversely affect us.

        The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

        In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and judicial authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

        Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

Government control of currency conversion may limit our ability to use our operating revenue effectively and affect the value of your investment.

        The PRC government imposes controls on the convertibility of the Chinese yuan into foreign currencies and, in certain cases, the remittance of currency out of China. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration on Foreign Exchange, or SAFE, by complying with certain procedural requirements. Our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. Approval from, or registration with, appropriate government authorities is required when the Chinese yuan is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

        Because of substantial capital outflows from China in 2016 due to the weakening of the Chinese yuan relative to other currencies, the PRC government imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement. More restrictions and substantial vetting processes have been put in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may at its discretion further restrict access to foreign currencies in the future for current account transactions. If the foreign exchange control system prevents us from converting the Chinese yuan into foreign currency and remitting the funds out of China, our ability to pay dividends in foreign currencies to our shareholders, including holders of our ADSs, attributable to our operations in China will be adversely affected.

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We do not intend to obtain the approval of the China Securities Regulatory Commission, or CSRC, for this offering under PRC regulations, although such approval may be required.

        Under the Regulation on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Regulation, which was first adopted in 2006 by six regulatory agencies in the PRC and was amended in 2009 by the PRC Ministry of Commerce, or MOFCOM, the listing of a special purpose company established outside of mainland China must be approved by the CSRC. A special purpose company is a company that is controlled by PRC domestic companies or individuals and formed outside of mainland China for purpose of securities listing overseas after acquiring PRC domestic companies or assets from those PRC domestic companies or individuals. Uncertainty remains regarding the definition of a special purpose company and the applicability of the M&A Regulation to the overseas listing of such company. In addition, there is uncertainty as to whether the PRC State Council's Notice to Strengthen Administration of Overseas Securities Issuance and Listing issued in 1997, or the Overseas Listing Notice, would apply to this offering and require this offering to be approved by the CSRC.

        While the scope and application of the M&A Regulation and the Overseas Listing Notice are unclear, we believe, based on the advice of our PRC legal counsel, Jingtian & Gongcheng, that the CSRC's approval is not required for this offering and the listing of our ADSs. Our PRC subsidiary was established as a foreign-invested enterprise by a subsidiary of Infront through foreign direct investments rather than by acquisition of a PRC domestic company as contemplated under the M&A Regulation. There is no PRC law that classifies contractual arrangements such as the VIE arrangement between our PRC subsidiary and our VIE and its shareholders as being subject to the M&A Regulation or the Overseas Listing Notice. However, the relevant PRC regulatory agencies, including CSRC and MOFCOM, may not reach the same conclusion as our PRC legal counsel. If the CSRC, MOFCOM or another PRC regulatory agency determines that we need to obtain the CSRC's approval for this offering or if the CSRC, MOFCOM or another PRC regulatory agency promulgates any interpretation or implements rules before our listing that would require us to obtain approval of the CSRC or another PRC regulatory approval for this offering, we may face investigations or other actions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit the scope of our operations in China, delay or restrict repatriation of the proceeds from this offering into the PRC or take other actions that could materially adversely affect our business in China, as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of, and prior to, settlement and delivery of the ADSs offered by this prospectus, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties and/or negative publicity regarding our failure to obtain such approval could materially adversely affect the trading price of the ADSs.

PRC regulations relating to foreign exchange registration and outbound investment approval of overseas investment by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into this subsidiary, limit our PRC subsidiary's ability to increase its registered capital or distribute profits to us, limit our ability to make distributions to you, or may otherwise adversely affect us.

        Under regulations promulgated by SAFE, including the Circular on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, and its appendices, PRC residents are required to register with qualified banks in connection with their direct establishment or indirect control of an offshore entity, established for the purpose of raising overseas financing based on such PRC residents' assets or equity interests in PRC domestic enterprises or offshore assets or interests, which is referred to in SAFE Circular 37 as a "special purpose company." These regulations also require amendment to the registration in the event of any

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significant changes with respect to the special purpose company, such as an increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in a special purpose company fails to complete the required SAFE registration, the PRC subsidiary of that special purpose company may be prohibited from making profit distributions and from carrying out subsequent cross-border foreign exchange activities, and the special purpose company may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the requirements described above may result in liability under PRC law for evasion of foreign exchange controls.

        We may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to make such registrations, and we may not always be able to compel them to comply with all relevant foreign exchange regulations. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents will at all times comply with, or in the future make or obtain any applicable registrations or approvals required by all relevant foreign exchange regulations. The failure or inability of such individuals to comply with the registration requirements set forth in these regulations may subject us to fines or legal sanctions, restrictions on our cross-border investment activities in China or our PRC subsidiary's ability to distribute dividends to, or obtain investments or loans from, our company, or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially adversely affected.

        In August 2014, MOFCOM promulgated the Measures for the Administration of Overseas Investment, and the National Development and Reform Committee, or NDRC, promulgated the Administrative Measures for the Approval and Filing of Overseas Investment Projects. In December 2017, NDRC further promulgated the Administrative Measures of Overseas Investment of Enterprises. Pursuant to these regulations, any outbound investment of PRC enterprises is required to be registered with NDRC and MOFCOM or their local branches. These regulations also require amendment to the registration in the event of certain significant changes to the investment. Wanda Culture completed those registrations, as well as the foreign exchange registration in connection with its acquisitions of Infront and WEH, in 2015. In a restructuring of the shareholding in one of our shareholders (Infront International Holdings AG) in 2017, Wanda Sports Industry (Guangzhou) Co., Ltd., a newly established company in the PRC, was inserted into the ownership chain above Infront International Holdings AG and became its direct shareholder. See "Corporate History and Structure—Corporate Structure." It is uncertain whether such restructuring of shareholding needs to be registered with NDRC and MOFCOM or their local branches. We understand that neither Wanda Culture nor Wanda Sports Industry (Guangzhou) Co., Ltd. has made such registration, which may adversely affect the ability of Wanda Sports Industry (Guangzhou) Co., Ltd. to exchange the proceeds of any dividend it may receive from Infront International Holdings AG into Chinese yuan and bring them into China, which may in turn affect our dividend distributions.

        As these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation have been evolving, it is uncertain how these regulations, and any future regulations concerning outbound investments by PRC companies will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends to our shareholders and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations and our ability to make distributions to you.

        Finally, due to the complexity and constantly changing nature of the foreign exchange and outbound investment related regulations as well as the uncertainties involved, we cannot assure you that we and our controlling shareholder have complied or will be able to comply with all such applicable regulations. This may adversely affect our ability to make distributions to you.

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Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

        In 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations when our company becomes an overseas-listed company upon the completion of this offering. Failure to complete SAFE registrations may subject them to fines of up to RMB 300,000 for entities and up to RMB 50,000 for individuals, and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries' ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.

        Under the modified PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of the PRC with "de facto management bodies" located in the PRC may be considered a PRC tax resident enterprise for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. "De facto management body" refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The State Administration of Taxation, or SAT, issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore-incorporated enterprise is located in the PRC. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of the PRC is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body."

        If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we could be required to withhold 10% withholding on dividends we pay to our shareholders that are non-PRC resident enterprises. In addition, non-resident enterprise shareholders could be subject to PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders and any gain realized on

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the transfer of ordinary shares by such shareholders could be subject to PRC tax at a rate of 20%. It is unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their respective countries of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        In 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, with retroactive effect from January 1, 2008. Pursuant to SAT Circular 698, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that has an effective tax rate less than 12.5% or does not tax foreign income of its residents, such non-resident enterprise, being the transferor, must report to the competent tax authority of the PRC resident enterprise this Indirect Transfer.

        In 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends SAT's tax jurisdiction to not only Indirect Transfers set forth under SAT Circular 698 but also transactions involving transfers of other taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clearer criteria than SAT Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

        In 2017, the SAT released Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Public Notice 37, effect from December 1, 2017. SAT Public Notice 37 replaced a series of important circulars, including SAT Circular 698, and revised the rules governing the administration of withholding tax on China-source income derived by the non-resident enterprise.

        We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as the transaction through which we acquired Infront. We may be subject to a filing obligation or taxes if we are deemed a transferor in such transactions, and may be subject to withholding obligations if we are deemed a transferor in such transactions. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiary may be required to expend time and effort to comply with these regulations, which may increase our operating expenses.

Risks Related to being a Public Company

Our management team has limited experience managing a public company.

        Most members of our management team have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the complex and ever-changing laws, rules, regulations and pronouncements pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny

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of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

We could be adversely affected if satisfactory progress is not made in discussions between the SEC and the Public Company Accounting Oversight Board, or PCAOB, on the one hand, and Chinese regulators, on the other, regarding improved access to information and audit inspections of accounting firms, including our auditors, by the SEC and PCAOB.

        In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, against the Chinese affiliates of the "big four" accounting firms (including our auditors). The Rule 102(e) proceedings initiated by the SEC relate to these firms' inability to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act, as the auditors located in China are not in a position to lawfully produce documents directly to the SEC because of restrictions under PRC law and specific directives issued by the China Securities Regulatory Commission, or CSRC. The issues raised by the proceedings are not specific to our auditors or to us, but affect all audit firms based in China and all companies listed in the United States with significant operations in China.

        In January 2014, the administrative judge reached an initial decision that the Chinese affiliates of the "big four" accounting firms should be barred from practicing before the SEC for six months. Thereafter, the accounting firms filed a petition for review of the initial decision, prompting the SEC Commissioners to review the initial decision, determine whether there had been any violation and, if so, determine the appropriate remedy to be placed on these audit firms. In February 2015, these Chinese affiliates each agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC and audit US-listed companies. The settlement requires the firms to follow detailed procedures and to seek to provide the SEC with access to the Chinese firms' audit documents via the CSRC. If future document productions fail to meet the specified criteria, the SEC retains the authority to impose a variety of additional measures (for example, imposing penalties such as suspensions, restarting the administrative proceedings).

        In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, companies listed in the United States with significant operations in China may find it difficult or impossible to retain auditors in respect of their operations in China, which could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and could result in delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding companies listed in the United States with significant operations in China and the market price of our ADSs may be adversely affected.

        In December 2018, the SEC and the PCAOB issued a joint statement on regulatory access to audit and other information internationally that cites the ongoing challenges faced by them in overseeing the financial reporting of companies listed in the United States with operations in China, the absence of satisfactory progress in discussions on these issues with Chinese authorities and the potential for remedial action if significant information barriers persist. If our independent registered public accounting firm was denied, whether temporarily or otherwise, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined to not be in compliance with the requirements of the Exchange Act.

        As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China's, in June 2019, a bipartisan group of lawmakers

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introduced bills in both houses of Congress that would require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements for such issuers and, beginning in 2025, the delisting from national securities exchanges such as NASDAQ of issuers included for three consecutive years on the SEC's list. Enactment of this legislation or other efforts to increase US regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of our ADSs could be adversely affected. It is unclear if this proposed legislation would be enacted.

The requirements of being a public company, including compliance with the reporting requirements and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

        As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the requirements of the NASDAQ Global Market, with which we were not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will increase our costs and expenses. We will, among others, need to:

    institute a more comprehensive compliance function;

    prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

    establish new internal policies, such as those relating to insider trading;

    hire additional financial reporting, internal control and other finance personnel to develop and implement appropriate internal control and reporting procedures; and

    involve and retain to a greater degree outside counsel and accountants for assistance in relation to the above activities.

        In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.

If we fail to implement and maintain an effective system of internal controls, including through the remediation of any material weaknesses or significant deficiencies that have been or may be identified, we may be unable to report our results of operations accurately, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected.

        As a newly public reporting company upon the completion of this offering, we will need to have developed, established and maintained internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal control over financial reporting when required to do so under Section 404 of the Sarbanes-Oxley Act, beginning with our annual report for the fiscal year ending December 31, 2020. Our management has not completed its assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting, as neither currently is required. However, in connection with the audit of our consolidated financial statements for the years ended, December 31, 2018, 2017 and 2016, we and our independent registered public accounting firm identified a material weakness and two significant deficiencies in our

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internal control over financial reporting. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting." In addition, following the discovery of the presumably fraudulent activities set out in the Infront Announcement, while Infront's internal investigation is still ongoing and while recognizing that because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements whether unintentional errors or fraud, we and our independent registered public accounting firm have identified a second material weakness in our internal control over financial reporting. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting—Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud." These internal controls ultimately may not prevent future fraudulent activities.

        During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, we may identify other material weaknesses or significant deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Generally, if we fail to achieve and maintain an effective internal control environment including those identified to date, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We are a "controlled company" within the meaning of the rules of the NASDAQ Global Market and as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

        We are a "controlled company" as defined under the NASDAQ Stock Market Rules because Dalian Wanda GCL beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and intend to rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. Even if we cease to be a "controlled company," NASDAQ Stock Market Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country, or would permit for a phase-in period to comply with the NASDAQ Stock Market Rules. Certain corporate governance practices in Hong Kong, which is our home country, differ significantly from the NASDAQ Global Market corporate governance listing standards. We intend to follow Hong Kong corporate governance practices in lieu of the corporate governance requirements of the NASDAQ Global Market, with respect to the composition of our board of directors that we are exempt from due to our "controlled company" status.

        To the extent we choose to follow home country practice in the future, you may be afforded less protection than you otherwise would enjoy under the NASDAQ Global Market corporate governance listing standards applicable to U.S. domestic issuers.

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

        Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic reporting companies, including:

    the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q and current reports on Form 8-K;

    the provisions of the Exchange Act regulating the solicitation of proxies for annual and other meetings of shareholders;

    the provisions of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

    the rules under Regulation FD governing selective disclosure of material nonpublic information.

        We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases distributed pursuant to the rules of the NASDAQ Global Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic reporting companies. As a result, you may not be afforded the same protections or be provided with the same information that would be made available to you were you investing in a U.S. domestic reporting company.

The obligation to disclose information publicly may put us at a disadvantage relative to competitors that are private companies.

        Upon completion of this offering, we will be a public company and, as such, will be subject to public disclosure obligations, including as part of our reporting obligations to the SEC in periodic reports. This means that we will be providing financial and other information that we would not be required to disclose were we a private company. Many of our competitors are private companies and all our competitors will have access to information we make public, which otherwise would be confidential. These disclosures could give competitors advantages in competing with us. To the extent compliance with our reporting obligations decreases our competitiveness, our public company status could affect our business, prospects and results of operations.

Risks Related to this Offering and our ADSs

An active public trading market for our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

        We have applied to list our ADSs on the NASDAQ Global Market. We have no current intention to seek a listing for our Class A ordinary shares on any stock exchange. Prior to the completion of this offering, there has been no public market for our ADSs or Class A ordinary shares underlying our ADSs, and we cannot assure you that a liquid public market for our ADSs will develop. If an active trading market for our ADSs does not develop following the completion of this offering, the market price and liquidity of our ADSs may be materially adversely affected. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, and the price at which our ADSs trade after the completion of this offering may decline below the initial public offering price. As a result, investors in our ADSs may experience a significant decrease in the value of their ADSs.

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The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs is likely to be volatile and could fluctuate widely in response to a variety of factors, many of which are beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations similar to ours that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for specific business reasons, including:

    variations in our revenue, operating costs and expenses, earnings and cash flow, including due to the cyclicality and seasonality inherent in our results of operations;

    concerns over actual or perceived competitors;

    changes in financial estimates by securities analysts;

    detrimental adverse publicity about us, our shareholders, affiliates, directors, officers or employees, our content, our business model, our services, our industry or one or more sports categories with which we are involved;

    announcements of new regulations, rules or policies relevant for our business;

    additions or departures of key personnel;

    release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

    potential litigation or regulatory investigations.

        Any of these factors may result in large and sudden changes in the volume and trading price of our ADSs. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

Under our dual-class share structure with different voting rights, Dalian Wanda GCL, our controlling shareholder, will have complete control of the outcome of matters put to a vote of shareholders, which will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and our ADSs may view as beneficial.

        Following completion of this offering, Dalian Wanda GCL will indirectly hold 100% of our Class B ordinary shares, which entitle their holders to four votes per share (compared with one vote per Class A ordinary share), representing 88.15% of our total voting power assuming the underwriters do not exercise their over-allotment option, or 86.59% of our total voting power, if the underwriters exercise their over-allotment option in full. See "Principal and Selling Shareholders."

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on a price appreciation of our ADSs for a return on your investment.

        We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends on our ordinary shares in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

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        Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Hong Kong law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value after the completion of this offering or even maintain the price at which you purchased our ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

Because our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution, and may experience further dilution if we issue additional shares in the future in connection with future acquisitions, any share incentive or share option plan.

        If you purchase ADSs in this offering, you will pay more for the ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$19.25 per ADS. See "Dilution" for a more complete description of how the value of your investment in our ADSs will be diluted upon the completion of this offering.

        We may seek to raise financing to fund future acquisitions and other growth opportunities. We may, for these and other purposes (such as in connection with share incentive and share option plans), issue additional equity or convertible equity securities, which may cause you to experience further dilution in your percentage ownership.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price and trading volume for our ADSs could decline.

        The trading market for our ADSs will be influenced by research or reports that securities or industry analysts publish about our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline significantly.

We will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and other shareholders may disagree.

        We intend to use the net proceeds of this offering to repay a certain portion of our indebtedness, to fund strategic initiatives and for general corporate purposes. See "Use of Proceeds." Other than the repayment of a certain portion of our indebtedness, which we are required to do under the terms of such indebtedness, we will have significant flexibility and broad discretion in applying the balance of the net proceeds of this offering, and we may not apply these proceeds effectively. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds, and you will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.

        Sales of our ADSs, ordinary shares or other equity securities in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline significantly. Upon completion of this offering, we will have 199,331,173 ordinary shares outstanding,

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including 50,000,001 Class A ordinary shares represented by ADSs, assuming the underwriters do not exercise their option to purchase additional shares. All ADSs representing our ordinary shares sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The ordinary shares outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act.

        The sale of a substantial number of ordinary shares by our controlling shareholder or the co-investors in the public market after the lock-up restrictions in the Underwriting Agreement expire, or the perception that these sales may occur, may depress the market price of our ADSs and could impair our ability to raise capital through the sale of additional equity securities. Certain holders of our ordinary shares will have the right to cause us to register under the Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our ADSs to decline significantly.

Certain judgments obtained against us by our shareholders may not be enforceable.

        We are incorporated in Hong Kong. Most of our directors and many of our executive officers reside outside the United States and a substantial portion of our and their assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the event that you believe that your rights have been infringed under the federal securities laws of the United States or otherwise. Even if you are successful in bringing an action of this kind, the laws of Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of China, see "Enforceability of Civil Liabilities."

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the ordinary shares underlying the ADSs.

        Holders of ADSs do not have the same rights as our registered shareholders. As a holder of the ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which attach to the ordinary shares underlying the ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares in accordance with these instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise any right to vote with respect to the underlying ordinary shares unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to enable you to withdraw the shares underlying the ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. For the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the ordinary shares underlying the ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote

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directly. The depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the shares underlying the ADSs are voted and you may have no legal remedy if the shares underlying the ADSs are not voted as you requested.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

        The deposit agreement governing our ADSs provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

        If we or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and our ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in our ADSs.

        If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

        Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or our ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

You may be subject to limitations on transfer of your ADSs.

        Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Techniques employed by short sellers may drive down the trading price of our ADSs.

        Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the

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lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller's interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

        We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains statements that constitute forward-looking statements, including statements concerning our industry, our operations, our anticipated financial performance and financial condition, and our business plans and growth strategy and product development efforts. All statements other than statements of historical facts are forward-looking statements. Forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business." Known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

        You can identify forward-looking statements by words or phrases such as "may," "might," "will," "should," "estimate," "is/are likely to," "potential," "project," "plan," "anticipate," "expect," "intend," "outlook," "believe" and other similar expressions. These forward-looking statements include, but are not limited to, statements about:

    our goals and strategies;

    the expected growth in our industry;

    our expectations regarding our ability to attract rights-in partners and monetize their rights through rights-out arrangements;

    our future business development, results of operations and financial condition;

    competition in our industry;

    our proposed use of proceeds from this offering;

    general economic and business conditions; and

    assumptions underlying or related to any of the foregoing.

        We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you are cautioned not to place undue reliance on forward-looking statements, which relate only to events or information as of the date on which the statements are made and involve various risks and uncertainties. Our forward-looking statements do not reflect the potential impact of any future acquisitions or investments we may make.

        This prospectus also contains certain data and information that we obtained from various government and private publications, including the Frost & Sullivan report. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rates projected by market data, or at all.

        Failure of our industry to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. In addition, due to the significant changes affecting the sports ecosystem, projections or estimates about our business and financial prospects involve significant risks and uncertainties. If any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

        The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no

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obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

        We estimate that we will receive net proceeds from this offering of approximately US$244.8 million, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$13.50 per ADS, the midpoint of the range shown on the front cover page of this prospectus. We will not receive any of the proceeds from the sale of the ADSs being sold by the selling shareholders.

        We intend to use the net proceeds of this offering to repay US$200 million principal amount of a loan borrowed under a 364-day term loan facility (and pay related costs), the proceeds of which loan had been used to repay US$350 million (€311.7 million) of the US$400 million (€356.2 million) inter-group promissory note issued as part of the group restructuring. The loan being repaid in part bears interest at 11.5% per annum. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—364-day term loan facility of Wanda Sports Group Company Limited." We expect to use the balance to fund strategic investments and for general corporate purposes. In line with our growth strategies, while we have not identified specific strategic investment opportunities, we may use such proceeds, for example, in connection with opportunities that we believe will help broaden our customer base, expand our service offerings, grow the number of our events or otherwise benefit our business.

        Pending the use of the balance of the net proceeds, we plan to invest that balance in short-term, interest-bearing, debt instruments or demand deposits.

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$13.50 per ADS, the midpoint of the range shown on the front cover page of this prospectus and after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, would increase (decrease) our net proceeds from this offering by US$18.8 million, assuming the number of Class A ordinary shares offered by us remains the same.

        We may also increase or decrease the number of Class A ordinary shares we are offering in the form of ADSs. An increase (decrease) of 1,000,000 Class A ordinary shares offered by us would increase (decrease) our net proceeds from this offering by US$8.5 million, assuming the public offering price per Class A ordinary share remains the midpoint of the range shown on the front cover page of this prospectus. The information on net proceeds payable to us discussed above is illustrative only and will adjust based on the actual initial public offering price, the actual number of Class A ordinary shares offered by us in the form of ADSs, and other terms of this offering determined at pricing.

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DIVIDEND POLICY

        We currently have no plan to declare or pay any dividends in the near future on our ordinary shares.

        We are a holding company incorporated in Hong Kong. We rely on dividends from our subsidiaries, principally Infront, for our cash requirements, including any payment of dividends to our shareholders. Our subsidiaries are subject to the laws and regulations applicable to them and their articles of association in declaring and paying dividends to us. PRC regulations may restrict the ability of our PRC subsidiary to pay dividends to us. See "Risk Factors—Risks Related to our Operations in China—Risks Related to Our VIE Arrangements—We are subject to Chinese foreign exchange controls that could limit our access to cash from our operations in China." We currently are subject to restrictions on our ability to pay dividends under our debt instruments.

        Were we able to declare dividends, such dividends could only be paid by us out of our distributable profits (that is, our accumulated realized profits less our accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of our share capital. To the extent profits are distributed as dividends, such portion of profits will not be available to be reinvested in our operations. See "Description of Share Capital." Dividends must be paid in accordance with the procedures and requirements specified in our Articles of Association. When recommending dividends, our directors must act in the general interest of all classes of shareholders and must not favor any one class at the expense of another in accordance with Hong Kong law. The payment and the amount, form and frequency of any future dividends will depend on our results of operations, cash flows, financial condition, statutory, regulatory and contractual restrictions on the payment of dividends by us, future prospects and other factors that our directors may consider relevant.

        Our board of directors has discretion as to whether to distribute dividends and determine new dividend policies, subject to certain requirements of Hong Kong law. Holders of our ordinary shares will be entitled to receive dividends pro rata according to the amounts paid up or credited as paid up on the ordinary shares. Holders of our ADSs will be entitled to receive dividends, subject to the terms of the deposit agreement, to the same extent as holders of our Class A ordinary shares, less the fees and expenses payable under the deposit agreement. If we pay any cash dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary will then pay such amounts to the ADS holders in proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. If cash dividends will be paid to the depositary in a currency other than U.S. dollars and, except as otherwise described under "Description of American Depositary Shares—Limitations on Obligations and Liability," they will be converted by the depositary into U.S. dollars and paid to holders of ADSs after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

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CAPITALIZATION

        The following table sets forth our capitalization as of March 31, 2019, presented on:

    an actual basis using the same basis of presentation as for the audited consolidated financial statements as set forth in Note 2.1 of our audited consolidated financial statements; and

    on an as adjusted basis to give effect to the issuance and sale by us of 30,000,000 Class A ordinary shares in the form of ADSs in this offering at an assumed initial public offering price of US$13.50 per ADS, the midpoint of the estimated range of the initial public offering price set forth on the cover page, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and the use of US$200 million for the repayment of a term loan. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—364-day term loan facility of Wanda Sports Group Company Limited."

        The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Use of Proceeds," "Selected Consolidated Financial Data and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes that are included elsewhere in this prospectus.

 
  As of March 31, 2019 (unaudited)  
 
  Actual   As adjusted  
 
  US$     US$    
 
  (in '000s)
 

Total interest-bearing liabilities(1)

    1,126,081     1,002,922     926,081     824,796  

Shareholders' (deficit)/equity

                         

Share capital

    1,707,572     1,520,816     1,707,572     1,520,816  

Reserves

    (1,098,372 )   (978,244 )   (846,618 )   (754,024 )

Accumulated deficit

    (243,003 )   (216,426 )   (243,003 )   (216,426 )

Non-controlling interests

    492     438     492     438  

Total shareholders' (deficit)/equity(2)

    366,689     326,584     618,443     550,804  

Total capitalization(2)

    1,492,770     1,329,506     1,544,524     1,375,600  

(1)
Total interest-bearing liabilities includes the loans and borrowings set forth in Note 14 of our interim condensed consolidated financial statements.

(2)
Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$1.00 change in the assumed initial public offering price of US$13.50 per ADS, the midpoint of the estimated range of the initial public offering price set forth on the cover page, would, in the case of an increase, increase and, in the case of a decrease, decrease each of total shareholders' deficit and total capitalization by US$18.8 million.

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per Class A ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our negative net tangible book value as of March 31, 2019 was US$1 billion, or negative US$6.00 per ordinary share as of that date and negative US$9.00 per ADS. Net tangible book value represents the amount of our total consolidated assets (excluding intangible assets and goodwill), less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$13.50 per ADS, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus adjusted to reflect the ADS-to-Class A ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

        Without taking into account any other changes in net tangible book value after March 31, 2019, other than to give effect to our issuance and sale of the ADSs offered in this offering at the assumed initial public offering price of US$13.50 per ADS, the midpoint of the estimated range of the initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted negative net tangible book value as of March 31, 2019 would have been US$764 million, or negative US$3.83 per ordinary share and negative US$5.75 per ADS. This represents an immediate increase in net tangible book value of US$2.17 per ordinary share and US$3.25 per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$12.83 per ordinary share and US$19.25 per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

 
  Per
ordinary
share
  Per ADS  
Assumed initial public offering price   US$ 9.00   US$ 13.50  
Net tangible book value as of March 31, 2019   US$ (6.00 ) US$ (9.00 )
Pro forma as adjusted net tangible book value after giving effect to this offering   US$ (3.83 ) US$ (5.75 )
Amount of dilution in net tangible book value to new investors in this offering   US$ 12.83   US$ 19.25  

        A US$1.00 increase (decrease) in the assumed public offering price of US$13.50 per ADS, the midpoint of the estimated range of the initial public offering price, would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$18.8 million, the pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$0.09 per ordinary share and US$0.14 per ADS and the dilution in pro forma as adjusted net tangible book value per ordinary share and per ADS to new investors in this offering by US$0.58 per ordinary share and US$0.86 per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

        The discussion and table above does not reflect the exercise of any share options granted or to be granted under the Management Equity Incentive Plan. As of the date of this prospectus, there are 4,804,930 Class A ordinary shares issuable upon exercise of share options at an exercise price of US$0.01 per share. To the extent that any of these options or options granted after completion of this offering are exercised, there will be further dilution to new investors.

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EXCHANGE RATE INFORMATION

        Our reporting currency is euro. This prospectus contains translations of euro amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of euro into U.S. dollars in this prospectus is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from euro to U.S. dollars and from U.S. dollars to euro in this prospectus were made at a rate of €0.8729 to US$1.00, the exchange rate on December 31, 2018 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. All translations from euro to U.S. dollars and from U.S. dollars to euro in this prospectus as of and for the three months ended March 31, 2019 were made at a rate of €0.8906 to US$1.00, the exchange rate on March 29, 2019 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that any euro or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or euro, as the case may be, at any particular rate, the rates stated below, or at all.

        The following table sets forth information concerning exchange rates between the euro and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

Period
  Period end   Average   Low   High  
 
  (euro per US$1.00)
 

2014

    0.8264     0.7520     0.8264     0.7180  

2015

    0.9209     0.9012     0.9502     0.8323  

2016

    0.9477     0.9033     0.9638     0.8684  

2017

    0.8318     0.8849     0.9601     0.8305  

2018

    0.8729     0.8462     0.8864     0.8007  

2019

    0.8788     0.8783     0.8875     0.8677  

January

    0.8731     0.8758     0.8832     0.8677  

February

    0.8788     0.8811     0.8875     0.8715  

March

    0.8906     0.8853     0.8917     0.8790  

April

    0.8928     0.8902     0.8846     0.8977  

May

    0.8969     0.8939     0.8780     0.8892  

June

    0.8792     0.8853     0.8932     0.8777  

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ENFORCEABILITY OF CIVIL LIABILITIES

        We are incorporated in Hong Kong, and many of our directors and executive officers and some of the experts named in this document live outside the United States, principally in Europe and China, and all or a substantial portion of the assets of such persons are or may be located outside the United States. A substantial portion of our assets are located outside the United States, including in Europe and China. As a result, you may not be able to:

    effect service of process upon us or these persons within the United States; or

    enforce against us or these persons in the United States courts, judgments obtained in United States courts including judgments predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state of the United States.

        Our Hong Kong counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and our PRC counsel, Jingtian & Gongcheng Attorneys at Law, have advised us that there is doubt as to whether Hong Kong or PRC courts would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        In addition, Jingtian & Gongcheng Attorneys at Law, our PRC counsel, has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or most other members of the Organization for Economic Cooperation and Development that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, which result in foreign court judgments. Under the PRC Civil Procedures law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it would be difficult for foreign shareholders to establish sufficient nexus to the PRC by virtue only of holding the ADSs or our ordinary shares.

        Our Hong Kong counsel also advised us that in Hong Kong, foreign judgments can be enforced under statute under the Foreign Judgments (Reciprocal Enforcement) Ordinance or under common law. The Foreign Judgments (Reciprocal Enforcement) Ordinance is a registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, will not be enforced by the Hong Kong courts under the statutory regime. In addition, the Supreme People's Court of the PRC and the Government of Hong Kong have entered into the "Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned," or the Arrangement. The Mainland Judgements (Reciprocal Enforcement) Ordinance gave effect to the Arrangement and is a registration scheme for recognition and enforcement of PRC judgements based on reciprocity. Other than the

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Arrangement, Hong Kong has not entered into any multilateral convention or bilateral treaty regarding the recognition and enforcement of foreign judgments. Accordingly, any judgments rendered by a court in the United States will need to be enforced under common law. In order to enforce a foreign judgment under common law in Hong Kong, the judgment must meet certain criteria before it can be enforced, such as the judgment being final and conclusive.

        We have appointed WEH as our agent to receive service of process with respect to any action brought against us under the securities laws of the United States.

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CORPORATE HISTORY AND STRUCTURE

Our History

Acquisition by, and Relationship with, our Controlling Shareholder

        We form part of a group of companies affiliated with Dalian Wanda GCL and conduct its sport-related businesses. In 2015, Wanda Culture, a subsidiary of our controlling shareholder, Dalian Wanda GCL, acquired Infront, headquartered in Zug, Switzerland, and WEH, headquartered in Tampa, Florida, and established WSC, headquartered in Beijing, China, to provide a flagship sports events, media and marketing platform in China. See "Business—Our History" for further information of the history of Infront, WEH and WSC.

        See "Related Party Transactions" for a description of transactions with entities in the Dalian Wanda Group and "Risk Factors—Risks Related to Our Relationship with Dalian Wanda Group" for risks relating our relationship with Dalian Wanda Group.

Establishment of Holding Company and Group Restructuring

        We were formed in 2018 as a wholly-owned subsidiary of our direct shareholder, Infront International Holdings AG, to enable Wanda Culture to spin off and take public Infront, WEH and WSC. In the first half of 2019, in preparation for this offering, Wanda Culture caused us and various other entities under its common control to undertake a series of transactions to create our current structure, which included the key steps set out below. Prior to these transactions, and as a result of the acquisition of Infront and WEH and the establishment of WSC, Wanda Culture and its affiliates controlled Infront through a Cayman Islands holding company, Wanda Sports & Media Co. Limited (at that time owned 75.39% by Wanda Sports & Media (Hong Kong) Holding Co. Limited and 24.61% by the co-investors), and controlled 100% of WEH and of WSC. The key steps of the transactions completed earlier this year were the following:

    Infront International Holdings AG contributed its shares in Infront Holding AG to us in exchange for shares in us, by which we acquired 94.3% interest in Infront Holding AG;

    Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us shares of Infront Holding AG it had acquired or had agreed to acquire after this offering from certain management members of Infront Holding AG, in exchange for shares in us, by which we acquired or agreed to acquire 100% of the issued shares of Infront Holding AG and any new shares issued by Infront Holding AG upon exercise of certain options held by certain management members of Infront;

    Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us its shares of Wanda Sports Holdings (USA) Inc., which owns 100% of WEH, in exchange for shares in us and the inter-group promissory note issued by us in the amount of US$400 million (€356.2 million), by which we acquired WEH;

    our indirect wholly-owned subsidiary Infront Sports & Media (China) Co., Ltd., entered into contractual arrangements (an exclusive call option contract, an exclusive services agreement, powers of attorney and a pledge contract) with Wanda Sports Co., Ltd., which is our VIE, and its shareholders, by which we acquired effective control of, and now receive substantially all the economic benefits of, WSC;

    we issued shares to Wanda Sports & Media (Hong Kong) Holding Co. Limited; and

    the co-investors exchanged their shares in the Cayman Islands incorporated holding company for some of our shares acquired by Wanda Sports & Media (Hong Kong) Holding Co. Limited in the steps above, as a result of which the co-investors became direct shareholders of ours.

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        As a result of the foregoing,

    we issued 169,331,173 Class B ordinary shares, with those Class B ordinary shares acquired by the co-investors automatically converted into Class A ordinary shares; and

    Wanda Sports & Media (Hong Kong) Holding Co. Limited became our principal shareholder, directly holding and beneficially owning a 32.33% economic interest in us and, through its wholly-owned subsidiary, Infront International Holdings AG, indirectly holding and beneficially owning a 54.46% economic interest in us (giving Dalian Wanda GCL, through our principal shareholder, beneficial ownership of shares representing a 86.79% economic interest in us) and the co-investors (in the aggregate) directly holding and beneficially owning shares representing a 13.21% economic interest in us.

        The following table sets forth the beneficial ownership of our outstanding Class A ordinary shares and Class B ordinary shares immediately before this offering (excluding any Class A ordinary shares (up to 5% of the total number of outstanding shares on a fully-diluted basis) underlying options granted prior to, or to be granted within 30 days after, the completion of this offering):

 
  Ordinary shares
beneficially
owned immediately
prior to this offering
  Voting power
beneficially
owned prior to
this offering
 
 
  Class A   Class B   % of class   %  

Dalian Wanda GCL(1)

        146,967,707     86.79     96.34  

Co-investors (in the aggregate)

    22,363,466         13.21     3.66  

(1)
Controlled by Mr. Jianlin Wang

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Corporate Structure

        The following diagram illustrates our corporate structure, including our significant subsidiaries and our VIE, immediately prior to this offering.

GRAPHIC


(1)
Directly owned by Dalian Wanda GCL, which is controlled by Mr. Jianlin Wang.

(2)
Wanda Sports & Media (Hong Kong) Holding Co. Ltd. owns 100% of the issued shares of Wanda Sports & Media Co. Limited, a Cayman Islands company, which owns all of the issued shares of Wanda Sports & Media (Hong Kong) Co. Limited, a Hong Kong company, which owns all of the equity interest in Wanda Sports Industry (Guangzhou) Co., Ltd., a PRC company, which in turns owns all of the issued shares of Infront International Holdings AG (other than treasury shares).

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(3)
Represents the percentage of the total voting power based on ownership of outstanding ordinary shares (including Class A ordinary shares and Class B ordinary shares). Following completion of the offering (assuming the underwriters do not exercise their over-allotment option), the percentage of the voting power of Wanda Sports & Media (Hong Kong) Holding Co. Limited, Infront International Holdings AG and the co-investors (in the aggregate) will be 25.43%, 62.72% and 3.35%, respectively. Immediately prior to completion of this offering, Wanda Sports & Media (Hong Kong) Holding Co. Limited, our principal shareholder, will directly hold and beneficially own a 32.33% economic interest in us and, through its wholly-owned subsidiary, Infront International Holdings AG, indirectly hold and beneficially own a 54.46% economic interest in us and the co-investors (in the aggregate) will directly hold and beneficially own shares representing a 13.21% economic interest in us. Following completion of this offering (assuming the underwriters do not exercise their over-allotment option), Wanda Sports & Media (Hong Kong) Holding Co. Limited, our principal shareholder, will directly hold and beneficially own a 18.76% economic interest in us and, through its wholly-owned subsidiary, Infront International Holdings AG, indirectly hold and beneficially own a 46.26% economic interest in us and the co-investors (in the aggregate) will directly hold and beneficially own shares representing a 9.89% economic interest in us.

(4)
Entities associated with IDG Capital as well as Orient Pearl Media Sports Holdings Limited, Shengke Limited, China Point Special Situations Fund and Zhu Xiang International Investment Limited.

(5)
Based on contractual arrangements.

(6)
Including shares of Infront Holding AG to be acquired by Wanda Sports & Media (Hong Kong) Holding Co. Ltd. from certain management members of Infront Holding AG and contributed to us without any additional consideration.

Contractual Arrangements with our VIE and its Shareholders

        While the revenue contribution of our operations in China is relatively small, we expect to grow our presence in China and hence our revenue from China over time.

        Due to foreign investment restrictions in the PRC and other regulatory considerations, we conduct certain business activities in China through our VIE, and its subsidiaries, based on a series of contractual arrangements. As a result of these contractual arrangements, we exert effective control over our VIE and consolidate its and its subsidiaries' operating results in our consolidated financial statements under IFRS. These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE. If our VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control over our business operations in the PRC and may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be effective under PRC law. For details of these and other risks associated with our corporate structure and contractual arrangements with our VIE, see "Risk Factors—Risks Related to Our Corporate Structure" and "Risk Factors—Risks Related to our Operations in China—Risks Related to our VIE Arrangements."

        We summarize below the contractual arrangements by and among Infront China, our VIE and its shareholders. For the complete text of these contractual arrangements, see the copies filed as exhibits to the registration statement on Form F-1 filed with the SEC of which this prospectus forms a part. In the opinion of Jingtian & Gongcheng Attorneys at Law, our PRC counsel:

    the ownership structures of our VIE and Infront China, both currently and immediately after giving effect to this offering, do not and will not contravene any PRC law or regulation currently in effect; and

    the contractual arrangements among Infront China, our VIE and its shareholders, which are governed by the laws of the PRC, are valid and binding upon each party to such arrangements and are enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect.

        There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. We have been further advised by our PRC counsel that if the PRC government were to find

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that the contractual arrangements do not comply with applicable restrictions, including restrictions on foreign investment, or if the PRC government were to otherwise find that we, our VIE, or our or its respective subsidiaries are in violation of PRC law or regulations or lack the necessary permits or licenses to operate our business in China, we could be subject to severe penalties, including being prohibited from continuing operating the businesses currently operated by our VIE and its subsidiaries in China.

Pledge Contract

        Pursuant to the pledge contract dated March 14, 2019 by and among Infront China, our VIE and its shareholders, the shareholders of our VIE pledged all of their equity interests in our VIE to Infront China, to secure our VIE's and its shareholders' performance of their respective obligations under, where applicable, the exclusive call option agreement, exclusive services agreement and powers of attorney (described below). Such pledge of equity interests in our VIE has been registered under PRC law. If our VIE or any of its shareholders breaches its contractual obligations under these agreements, Infront China will be entitled to certain rights, including but not limited to the rights to auction or privately sell the pledged equity interests. Without the prior written consent of Infront China, the shareholders of our VIE may not transfer the pledged equity interests, or place or permit the existence of any other encumbrance on the pledged equity interests.

Exclusive Call Option Contract

        Pursuant to the exclusive call option contract dated March 14, 2019 by and among Infront China, our VIE and its shareholders, the shareholders of our VIE granted Infront China an irrevocable and exclusive right to purchase, or to designate one or more persons to purchase, all or part of the equity interests held by the shareholders of our VIE at a price equals to the lower of (i) the actual capital contributions paid in the portion of the registered capital by the relevant shareholder for the equity interests to be purchased and (ii) the lowest price permitted under PRC law. Without the prior written consent of Infront China, the shareholders of our VIE may not transfer their equity interests in our VIE, or create any other encumbrance on their equity interests in our VIE.

Exclusive Services Agreement

        Pursuant to the exclusive services agreement dated March 14, 2019 by and between Infront China and our VIE, our VIE engaged Infront China as the exclusive provider of specified business support and technical and consulting services. Our VIE may not accept the same or similar services provided by any third party during the term of the agreement. Infront China is permitted to engage other persons to perform the services contemplated by the agreement. Our VIE agrees to pay to Infront China specified service fees equal to the sum of 100% of the net profit of our VIE (the amount can be adjusted by consent of Infront China) on an annual basis.

Powers of Attorney

        Pursuant to the respective powers of attorney dated March 14, 2019 issued by each shareholder of our VIE, each shareholder of our VIE irrevocably authorized Infront China to act on such shareholder's behalf as his/her exclusive agent and attorney with respect to all matters concerning such shareholder's shareholding in our VIE.

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SELECTED CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

        The following selected consolidated statements of operations data for the years ended December 31, 2018, 2017 and 2016, the selected consolidated balance sheet data as of December 31, 2018 and 2017, and the selected consolidated cash flow data for the years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in accordance with IFRS. The following selected consolidated statements of operations data for the three months ended March 31, 2019 and 2018, the selected consolidated balance sheet data as of March 31, 2019 and the selected consolidated cash flow data for the three months ended March 31, 2019 and 2018 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared in accordance with IAS 34. Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following selected financial information in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        We have omitted from this prospectus selected consolidated combined financial data for the years ended December 31, 2015 and December 31, 2014 as we consider such information cannot be provided without unreasonable effort or expense. As a result of the group restructuring, Wanda Sports Group Company Limited became our holding company and the financial statements as of and for the year ended December 31, 2017 are the first consolidated financial statements to have been prepared by us (and the first to be prepared in accordance with IFRS).

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Selected Consolidated Statement of Profit or Loss Data:

        The following table presents our selected consolidated profit or loss data for the periods indicated.

 
  For the three months
ended March 31,
  For the year ended December 31,  
 
  2019   2019   2018   2018   2018   2017   2016  
 
  (US$ '000s,
except
for per
share data)


  (€ '000s, except for
per share data)




  (US$ '000s,
unless
indicated
otherwise
and except
for per
share data)

  (€ '000s, unless
indicated otherwise and
except for per share
data)


 

Revenue

    275,781     245,619     234,104     1,293,595     1,129,186     954,598     877,247  

Cost of sales

    (208,281 )   (185,501 )   (152,479 )   (875,001 )   (763,793 )   (624,093 )   (599,980 )

Gross profit(1)

    67,500     60,118     81,625     418,594     365,393     330,505     277,267  

Personnel expenses

    (37,539 )   (33,433 )   (33,138 )   (165,462 )   (144,433 )   (135,105 )   (115,213 )

Selling, office and administrative expenses

    (14,244 )   (12,686 )   (12,343 )   (59,620 )   (52,043 )   (54,710 )   (53,529 )

Depreciation and amortization

    (8,814 )   (7,850 )   (7,567 )   (37,628 )   (32,846 )   (22,129 )   (22,142 )

Impairment of goodwill

                            (74,010 )

Other operating income/(expense), net

    1,136     1,012     (17,301 )   (30,703 )   (26,801 )   2,882     6,821  

Finance costs

    (11,634 )   (10,362 )   (13,005 )   (61,531 )   (53,711 )   (53,300 )   (44,761 )

Finance income

    731     651     5,838     13,566     11,842     27,871     15,950  

Share of profit/(loss) of associates and joint ventures

    154     137     (316 )   6,376     5,566     509     393  

Profit/(loss) before tax

    (2,710 )   (2,413 )   3,793     83,592     72,967     96,523     (9,224 )

Income tax

    (6,987 )   (6,223 )   8     (21,715 )   (18,955 )   (17,731 )   (20,021 )

Profit/(loss) for the period

    (9,697 )   (8,636 )   3,801     61,877     54,012     78,792     (29,245 )

Gross margin(2) (%)

    24.5     24.5     34.9     32.4     32.4     34.6     31.6  

Earnings/(loss) per share

                                           

Basic

    (0.06 )   (0.05 )   0.02     0.35     0.31     0.46     (0.17 )

Diluted

    (0.06 )   (0.05 )   0.02     0.34     0.30     0.44     (0.17 )

(1)
Cyclicality driven by the timing cycle of sports events has a significant impact on the comparability of our results from one period to the next. In 2018, both total revenue and total cost of sales were impacted due to media production activities in connection with the 2018 FIFA World Cup Russia™ accounted for in our DPSS segment. These activities are undertaken pursuant to our cost-plus contractual model under which both revenue and costs are fully accounted for in our consolidated statement of profit or loss, including reimbursement revenues and reimbursement costs. Reimbursement revenues represent revenue that has associated costs of a similar, generally matching, amount (reimbursement costs), thereby resulting in a negligible gross margin impact. The negligible gross margin impact from reimbursement revenues and reimbursement costs (as opposed to a zero gross margin impact as may be otherwise expected) is due to temporary timing differences mainly resulting from foreign exchange effects on invoice settlements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information including the amounts of reimbursement revenues and reimbursement costs for the three months ended March 31, 2019 and 2018 and each of 2018, 2017 and 2016.

(2)
Represents gross profit as a percentage of total revenue for the relevant period.

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Selected Consolidated Balance Sheet Data:

        The following table presents our selected consolidated balance sheet data as of the dates indicated.

 
  As of March 31,   For the year ended December 31,  
 
  2019   2018   2018   2017  
 
  (US$ '000s)
  (€ '000s)
  (US$ '000s)
  (€ '000s)
 

Cash and cash equivalents

    209,671     186,739     202,826     177,048     230,419  

Trade and other receivables

    326,124     290,456     343,563     299,898     276,153  

Accrued income

    11,131     9,914     7,417     6,474     60,279  

Contract assets

    55,238     49,197     45,496     39,714      

Inventories

    9,045     8,056     6,799     5,935     2,969  

Income tax receivables

    3,112     2,772     10,100     8,816     5,203  

Other assets

    92,882     82,723     93,436     81,561     79,443  

Total current assets

    707,203     629,857     709,637     619,446     654,466  

Long-term receivables

    8,143     7,252     7,184     6,271     24,701  

Investments in associates and joint ventures

    6,367     5,671     6,359     5,551     1,281  

Property, plant and equipment

    30,020     26,737     29,841     26,048     23,810  

Contract right use of assets

    38,769     34,529     41,000     35,789      

Intangible assets

    487,378     434,074     485,148     423,488     408,987  

Goodwill

    895,131     797,231     775,945     677,326     639,531  

Contract assets

    10,402     9,264     10,399     9,077      

Accrued income

                    300  

Deferred tax assets

    28,955     25,788     28,138     24,562     13,990  

Other assets

    64,981     57,874     62,953     54,953     55,297  

Total non-current assets

    1,570,146     1,398,420     1,446,967     1,263,065     1,167,897  

Total assets

    2,277,349     2,028,277     2,156,604     1,882,511     1,822,363  

Trade and other payables

    151,644     135,059     935,326     816,451     765,730  

Interest-bearing liabilities

    421,360     375,276     29,198     25,487     1,668  

Lease liabilities

    11,566     10,301     11,299     9,863      

Accrued expenses

    81,898     72,941     95,676     83,516     101,352  

Deferred income

    1,052     937     8     7     192,718  

Contract liabilities

    244,542     217,797     212,716     185,681      

Other liabilities

    27,619     24,598     19,586     17,097     7,054  

Income tax payable

    29,581     26,346     35,524     31,009     19,071  

Provisions

    8,326     7,415     3,917     3,419     6,971  

Total current liabilities

    977,588     870,670     1,343,250     1,172,530     1,094,564  

Interest bearing liabilities

    704,721     627,646     613,618     535,630     596,163  

Lease liabilities

    30,932     27,549     33,040     28,841      

Accrued expenses

    5,548     4,941     5,660     4,941     322  

Deferred income

            11     10     18,160  

Contract liabilities

    24,995     22,261     15,448     13,485      

Deferred tax liabilities

    94,158     83,860     95,017     82,941     82,408  

Provisions

    4,592     4,090     9,825     8,576     9,501  

Long-term payroll payable

    14,235     12,678     14,629     12,770     10,543  

Other liabilities

    53,892     47,998     36,434     31,802     70,075  

Total non-current liabilities

    933,073     831,023     823,682     718,996     787,172  

Total liabilities

    1,910,661     1,701,693     2,166,932     1,891,526     1,881,736  

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  As of March 31,   For the year ended December 31,  
 
  2019   2018   2018   2017  
 
  (US$ '000s)
  (€ '000s)
  (US$ '000s)
  (€ '000s)
 

Share capital

    1,707,572     1,520,816     1,742,247     1,520,816     1,520,816  

Reserves

    (1,098,372 )   (978,244 )   (1,514,122 )   (1,321,685 )   (1,327,247 )

Accumulated deficit

    (243,003 )   (216,426 )   (237,788 )   (207,566 )   (247,533 )

Equity/(deficit) attributable to equity holders of the parent

    366,197     326,146     (9,663 )   (8,435 )   (53,964 )

Non-controlling interests

    491     438     (665 )   (580 )   (5,409 )

Total equity/(deficit)

    366,688     326,584     (10,328 )   (9,015 )   (59,373 )

Total liabilities and equity

    2,277,349     2,028,277     2,156,604     1,882,511     1,822,363  

Selected Consolidated Cash Flow Data:

        The following table presents our selected consolidated cash flow data for the periods indicated.

 
  For the three months
ended March 31,
  For the year ended December 31,  
 
  2019   2019   2018   2018   2018   2017   2016  
 
  (US$ '000s)
  (€ '000s)
  (US$ '000s)
  (€ '000s)
 

Selected Consolidated Cash Flow Data

                                           

Net cash flows from/(used in) operating activities                   

    (33,557 )   (29,887 )   17,909     76,284     66,588     145,678     43,596  

Net cash flows from/(used in) investing activities                   

    (93,335 )   (83,127 )   (12,613 )   (65,437 )   (57,120 )   (104,142 )   (350,326 )

Net cash flows from/(used in) financing activities                   

    134,330     119,638     (244 )   (74,979 )   (65,449 )   76,976     332,397  

Net increase/(decrease) in cash and cash equivalents

    7,438     6,624     5,052     (64,132 )   (55,981 )   118,512     25,667  

Cash and cash equivalents at beginning of year

    198,789     177,048     230,419     263,970     230,419     124,344     105,975  

Effect of foreign exchange rate changes, net

    3,444     3,067     (2,359 )   2,990     2,610     (12,437 )