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Annual Report 2014 3 Chairman’S Statement

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CONTENTS 2 CORPORATE INFORMATION 3 FINANCIAL SUMMARY 4 CHAIRMAN’S STATEMENT 11 MANAGEMENT DISCUSSION AND ANALYSIS 27 DIRECTORS’ REPORT 57 CORPORATE GOVERNANCE REPORT 72 INDEPENDENT AUDITOR’S REPORT 74 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 77 STATEMENT OF FINANCIAL POSITION – THE COMPANY 79 CONSOLIDATED INCOME STATEMENT 81 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 82 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 84 CONSOLIDATED STATEMENT OF CASH FLOWS 86 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 198 DEFINITION Corporate Information DIRECTORS NOMINATION COMMITTEE PRINCIPAL PLACE OF BUSINESS IN HONG KONG Executive Directors Ma Huateng (Chairman) Li Dong Sheng 29/F., Three Pacific Place Ma Huateng (Chairman) Iain Ferguson Bruce No. 1 Queen’s Road East Lau Chi Ping Martin Ian Charles Stone Wanchai Charles St Leger Searle Hong Kong Non-Executive Directors Jacobus Petrus (Koos) Bekker REMUNERATION COMMITTEE CAYMAN ISLANDS PRINCIPAL Charles St Leger Searle SHARE REGISTRAR AND Ian Charles Stone (Chairman) TRANSFER OFFICE Independent Non-Executive Directors Li Dong Sheng Jacobus Petrus (Koos) Bekker Royal Bank of Canada Trust Company Li Dong Sheng (Cayman) Limited Iain Ferguson Bruce AUDITOR 4th Floor, Royal Bank House Ian Charles Stone 24 Shedden Road, George Town PricewaterhouseCoopers Grand Cayman KY1-1110 AUDIT COMMITTEE Certified Public Accountants Cayman Islands Iain Ferguson Bruce (Chairman) PRINCIPAL BANKER Ian Charles Stone HONG KONG BRANCH SHARE Charles St Leger Searle The Hongkong and Shanghai Banking REGISTRAR AND TRANSFER Corporation Limited OFFICE CORPORATE GOVERNANCE Computershare Hong Kong Investor COMMITTEE REGISTERED OFFICE Services Limited Charles St Leger Searle (Chairman) Cricket Square Shops 1712-1716, 17th Floor Iain Ferguson Bruce Hutchins Drive, P.O. Box 2681 Hopewell Centre Ian Charles Stone Grand Cayman KY1-1111 183 Queen’s Road East Cayman Islands Wan Chai, Hong Kong INVESTMENT COMMITTEE TENCENT GROUP HEAD OFFICE COMPANY WEBSITE Lau Chi Ping Martin (Chairman) Ma Huateng Tencent Building www.tencent.com Charles St Leger Searle Kejizhongyi Avenue Hi-tech Park STOCK CODE Nanshan District 700 Shenzhen, 518057 The PRC 2 Tencent Holdings Limited Financial Summary CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended 31 December 2010 2011 2012 2013 2014 RMB’Million RMB’Million RMB’Million RMB’Million RMB’Million Revenues 19,646 28,496 43,894 60,437 78,932 Gross profit 13,326 18,568 25,687 32,659 48,059 Profit before income tax 9,913 12,099 15,051 19,281 29,013 Profit for the year 8,115 10,225 12,785 15,563 23,888 Profit attributable to equity holders of the Company 8,054 10,203 12,732 15,502 23,810 Total comprehensive income for the year 9,936 8,957 13,619 18,376 21,975 Total comprehensive income attributable to equity holders of the Company 9,875 8,938 13,567 18,327 21,891 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at 31 December 2010 2011 2012 2013 2014 RMB’Million RMB’Million RMB’Million RMB’Million RMB’Million Assets Non-current assets 10,456 21,301 38,747 53,549 95,845 Current assets 25,374 35,503 36,509 53,686 75,321 Total assets 35,830 56,804 75,256 107,235 171,166 Equity and liabilities Equity attributable to equity holders of the Company 21,757 28,463 41,298 57,945 80,013 Non-controlling interests 84 625 850 518 2,111 Total equity 21,841 29,088 42,148 58,463 82,124 Non-current liabilities 967 6,533 12,443 15,505 39,007 Current liabilities 13,022 21,183 20,665 33,267 50,035 Total liabilities 13,989 27,716 33,108 48,772 89,042 Total equity and liabilities 35,830 56,804 75,256 107,235 171,166 Annual Report 2014 3 Chairman’s Statement Ma Huateng Chairman I am pleased to present our annual report for the year ended 31 December 2014 to the shareholders. RESULTS The Group’s audited profit attributable to equity holders of the Company for the year ended 31 December 2014 was RMB23,810 million, an increase of 54% compared with the results for the previous year. Basic and diluted earnings per share for the year ended 31 December 2014 were RMB2.579 and RMB2.545 respectively. 4 Tencent Holdings Limited Chairman’s Statement BUSINESS REVIEW AND OUTLOOK In 2014, the mobile Internet reshaped the Internet industry with rapid development of mobile game and entertainment activities, enhanced importance of mobile advertising, growing adoption of mobile payment and the emergence of O2O opportunities. The mobile game population grew as many smart phone users, including some who were previously not PC client game players, began playing casual or mid-core games. Mobile video and music became popular as users sought entertainment on-the-go. Mobile social advertising increased as advertisers incorporated social data for targeted advertising. Mobile payment adoption expanded significantly as a result of increased smart phone penetration, advanced mobile payment technologies and aggressive promotion efforts by leading Internet companies. The mobile Internet enabled an upsurge in O2O transactions across industry verticals such as restaurants, transportation and household services. Market competition remained intense as major industry participants invested aggressively in areas including: (1) popular mobile applications, such as mobile utilities, mobile payment and O2O services; (2) digital content, such as online music and video copyrights; and (3) offline industries moving online, such as finance and healthcare. Overall Financial Performance Year Ended 31 December 2014 In 2014, revenues increased by 31% to RMB78,932 million. Excluding the eCommerce transactions business, revenues increased by 46% to RMB74,179 million. — VAS. Revenues from our VAS business increased by 41% to RMB63,310 million. Our online game business achieved healthy growth in revenues, mainly driven by PC client games and smart phone games integrated with Mobile QQ and Weixin. Our social networks revenues grew significantly, driven by increased in-game item sales on mobile platforms. Subscription services also registered renewed revenue growth. — Online advertising. Revenues from our online advertising business increased by 65% to RMB8,308 million, primarily driven by video advertising and performance-based social advertising on mobile. Video advertising benefited from underlying viewer growth. The growth in performance-based social advertising on mobile was mainly driven by Mobile Qzone and Weixin Official Accounts. Our strategic co-operation with JD.com also contributed to the growth of our online advertising business. — eCommerce transactions. Revenues from our eCommerce transactions business decreased by 51% to RMB4,753 million. The decline mainly reflected a traffic shift to JD.com following our strategic transaction with JD.com in March 2014, and the repositioning of our Yixun business from principal to marketplace operations. Profit attributable to equity holders of the Company increased by 54% to RMB23,810 million. Non-GAAP profit attributable to equity holders of the Company increased by 43% to RMB24,224 million. Annual Report 2014 5 Chairman’s Statement Fourth Quarter of 2014 In the fourth quarter of 2014, revenues increased by 24% year-on-year to RMB20,978 million. Excluding the eCommerce transactions business, revenues increased by 50% year-on-year to RMB20,532 million. — VAS. Revenues from our VAS business increased by 44% year-on-year to RMB17,137 million. Our online game business achieved healthy growth in revenues, mainly driven by PC client games and smart phone games integrated with Mobile QQ and Weixin. Our gross revenues generated from smart phone games integrated with Mobile QQ and Weixin amounted to approximately RMB3.8 billion. Our social networks revenues grew significantly, reflecting increased in-game item sales on mobile platforms and revenue growth in subscription services. — Online advertising. Revenues from our online advertising business increased by 75% year-on-year to RMB2,627 million. The increase primarily flowed from video advertising and performance-based social advertising on mobile. — eCommerce transactions. Revenues from our eCommerce transactions business decreased by 87% year-on-year to RMB446 million. The decline mainly reflected the traffic shift to JD.com and the repositioning of our Yixun business discussed above. Profit attributable to equity holders of the Company increased by 50% year-on-year to RMB5,860 million. Non-GAAP profit attributable to equity holders of the Company increased by 51% year-on-year to RMB6,723 million. Strategic Highlights In 2014, we focused on our “Connection” strategy, linking our users with content, services and hardware to enhance their lives online and offline. Leveraging our core communications and social platforms, Weixin and Mobile QQ, we made significant progress in fostering a healthy mobile ecosystem which provides our users with an expanding range of products and services, taking advantage of our strengths such as unified login, users’ social graphs, multi-platform marketing capabilities, infrastructure support, payment solutions and insights into user needs. During the year, we moved forward in monetising mobile Internet use, initially through smart phone games and performance- based social advertising. We invested heavily in content for businesses such as our literature service, music service, and video service, contributing to substantial traffic growth. Our portfolio of mobile utilities, including mobile security, browser and application store, achieved healthy market share gains. For example, YingYongBao became one of China’s
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