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Sea Limited Announces Pricing of Offering of American Depositary Shares

SINGAPORE, March 5, 2019 /PRNewswire/ -- Sea Limited (SE) ("Sea" or the "Company") today announced the pricing of 60,000,000 American Depositary Shares ("ADS"), each representing one Class A ordinary share of the Company, at US$22.50 per ADS in an underwritten public offering. All of the ADSs to be sold in the offering were offered by Sea. Sea has granted the underwriters a 30-day option to purchase up to an additional 9,000,000 ADSs on the same terms and conditions. This offering is expected to close on or about March 8, 2019, subject to customary closing conditions.

An entity affiliated with Tencent Holdings Limited, one of Sea's principal shareholders, and an entity affiliated with one of the Company's directors are expected to purchase an aggregate of 6,300,000 ADSs in this offering at the public offering price and on the same terms as the other ADSs being offered.

The Company expects to use the net proceeds from this offering for business expansion and other general corporate purposes.

Goldman Sachs (Asia) L.L.C. and Morgan Stanley & Co. LLC are acting as joint bookrunners and China International Capital Corporation Hong Kong Securities Limited is acting as a co-manager for the offering.

The offering is being made pursuant to a shelf registration statement on Form F-3ASR, which became automatically effective upon filing with the U.S. Securities and Exchange Commission ("SEC") on March 1, 2019. A preliminary prospectus supplement related to the offering of ADSs has been filed with the SEC. The registration statement on Form F-3ASR and the preliminary prospectus supplement are available at the SEC website at: http://www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying prospectus may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attn: Prospectus Department, by telephone at 212-902-1171, or Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY, 10014, Attn: Prospectus Department, by telephone at 1-866-718-1649, or by e-mail at prospectus@morganstanley.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

For further information, please contact:

Investors / analysts: ir@seagroup.com
Media: media@seagroup.com

About Sea Limited

Sea's mission is to better the lives of the consumers and small businesses of our region with technology. Our region includes the key markets of Indonesia, Taiwan, Vietnam, Thailand, the Philippines, Malaysia and Singapore. Sea operates three platforms across digital entertainment, e-commerce, and digital financial services, known as Garena, Shopee, and AirPay, respectively.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "may," "will," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," "is/are likely to," "confident" or other similar statements. Sea may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. All information provided in this press release is as of the date of the issuance, and the Company assumes no obligation to update the forward-looking statements in this press release and elsewhere except as required under applicable law. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these and other risks is included in Sea's annual report on Form 20-F for the fiscal year ended December 31, 2018 and other filings with the Securities and Exchange Commission.

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