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2018 Annual Report WorldReginfo - 1162a5d7-9f7c-4bf5-874a-6dafb7b6ceb2 CONTENTS 2 CORPORATE INFORMATION 3 FINANCIAL SUMMARY 4 CHAIRMAN’S STATEMENT 14 MANAGEMENT DISCUSSION AND ANALYSIS 31 DIRECTORS’ REPORT 76 CORPORATE GOVERNANCE REPORT 100 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 123 INDEPENDENT AUDITOR’S REPORT 132 CONSOLIDATED INCOME STATEMENT 133 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 134 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 137 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 140 CONSOLIDATED STATEMENT OF CASH FLOWS 143 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 265 DEFINITION WorldReginfo - 1162a5d7-9f7c-4bf5-874a-6dafb7b6ceb2 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 SMP Partners (Cayman) Limited Li Dong Sheng Royal Bank House – 3rd Floor Iain Ferguson Bruce AUDITOR 24 Shedden Road Ian Charles Stone P.O. Box 1586 Yang Siu Shun PricewaterhouseCoopers Grand Cayman, KY1-1110 Certified Public Accountants Cayman Islands AUDIT COMMITTEE PRINCIPAL BANKERS Yang Siu Shun (Chairman) HONG KONG BRANCH SHARE Iain Ferguson Bruce Bank of China Limited REGISTRAR AND TRANSFER Ian Charles Stone The Hongkong and Shanghai Banking OFFICE Charles St Leger Searle Corporation Limited Computershare Hong Kong Investor Services Limited CORPORATE GOVERNANCE REGISTERED OFFICE Shops 1712-1716, 17th Floor COMMITTEE Cricket Square Hopewell Centre Charles St Leger Searle (Chairman) Hutchins Drive, P.O. Box 2681 183 Queen’s Road East Iain Ferguson Bruce Grand Cayman KY1-1111 Wan Chai, Hong Kong Ian Charles Stone Cayman Islands Yang Siu Shun COMPANY WEBSITE TENCENT GROUP HEAD OFFICE www.tencent.com INVESTMENT COMMITTEE Tencent Binhai Towers Lau Chi Ping Martin (Chairman) No. 33 Haitian 2nd Road STOCK CODE Ma Huateng Nanshan District 700 Charles St Leger Searle Shenzhen, 518054 The PRC 2 Tencent Holdings Limited WorldReginfo - 1162a5d7-9f7c-4bf5-874a-6dafb7b6ceb2 Financial Summary CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended 31 December 2014 2015 2016 2017 2018 RMB’Million RMB’Million RMB’Million RMB’Million RMB’Million Revenues 78,932 102,863 151,938 237,760 312,694 Gross profit 48,059 61,232 84,499 116,925 142,120 Profit before income tax 29,013 36,216 51,640 88,215 94,466 Profit for the year 23,888 29,108 41,447 72,471 79,984 Profit attributable to equity holders of the Company 23,810 28,806 41,095 71,510 78,719 Total comprehensive income for the year 21,975 44,723 48,617 79,061 67,760 Total comprehensive income attributable to equity holders of the Company 21,891 44,416 48,194 78,218 66,339 Non-GAAP profit attributable to equity holders of the Company* 24,737 32,410 45,420 65,126 77,469 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at 31 December 2014 2015 2016 2017 2018 RMB’Million RMB’Million RMB’Million RMB’Million RMB’Million Assets Non-current assets 95,845 151,440 246,745 376,226 506,441 Current assets 75,321 155,378 149,154 178,446 217,080 Total assets 171,166 306,818 395,899 554,672 723,521 Equity and liabilities Equity attributable to equity holders of the Company 80,013 120,035 174,624 256,074 323,510 Non-controlling interests 2,111 2,065 11,623 21,019 32,697 Total equity 82,124 122,100 186,247 277,093 356,207 Non-current liabilities 39,007 60,312 108,455 125,839 164,879 Current liabilities 50,035 124,406 101,197 151,740 202,435 Total liabilities 89,042 184,718 209,652 277,579 367,314 Total equity and liabilities 171,166 306,818 395,899 554,672 723,521 * Comparative figures have been restated retrospectively to conform with the presentation adopted in 2015, whereas, among others, we have extended the definition of non-GAAP adjustments to cover that of our material associates. We adopted the new presentation in order to more clearly illustrate our non-GAAP financial measures, and to be more consistent with what we believe to be industry practice. Annual Report 2018 3 WorldReginfo - 1162a5d7-9f7c-4bf5-874a-6dafb7b6ceb2 Chairman’s Statement I am pleased to present our annual report for the year ended 31 December 2018 to the shareholders. RESULTS The Group’s audited profit attributable to equity holders of the Company for the year ended 31 December 2018 was RMB78,719 million, an increase of 10% compared with the results for the previous year. Basic and diluted EPS for the year ended 31 December 2018 were RMB8.336 and RMB8.228, respectively. The Group’s non-GAAP profit attributable to equity holders of the Company for the year ended 31 December 2018 was RMB77,469 million, an increase of 19% compared with the results for the previous year. Non-GAAP basic and diluted EPS for the year ended 31 December 2018 were RMB8.203 and RMB8.097, respectively. BUSINESS REVIEW AND OUTLOOK 1. Company Strategic Highlights 2018 marked the 20th anniversary of the founding of the Group. Throughout our history, we have constantly been embracing changes in users’ needs, technologies and market conditions to stay at the forefront of our industry. In October, we initiated a strategic organisational upgrade to extend our strengths in the Consumer Internet and to capture the opportunities of the Industrial Internet. This strategic upgrade is intended to enable us to drive the convergence of social, content and technology trends, and to better serve enterprises, as well as consumers. During the year, we stepped up our investment in innovation and technologies to stay competitive in the evolving Internet industry. We enriched our social platforms with a broader portfolio of digital content, as well as online and offline services, thus deepening our connection with our users, advertisers, merchants and enterprise partners. Through these initiatives, we strengthened our market leadership in social, games, digital content, and payment, contributing to continuing growth across our core business segments. 4 Tencent Holdings Limited WorldReginfo - 1162a5d7-9f7c-4bf5-874a-6dafb7b6ceb2 Chairman’s Statement We made the following key achievements in our core businesses: Our social communications platforms, Weixin and QQ, represent the largest social communities in China in terms of MAU. The combined MAU of Weixin and WeChat increased to approximately 1,098 million by the end of 2018. Weixin further penetrated lower tier cities and covered a wider age group of users. On average, over 750 million Weixin users read friends’ posts on Moments per day. Mini Programs are now widely adopted by users and enterprises setting the industry trends for connecting online users to offline scenarios. DAU grew rapidly and daily visits per user increased by 54% year-on-year. Mini Programs cover more than 200 service sectors and connect with our users via multiple channels, including shortcuts in the chat interface, our in-app search function and offline Mini Programs QR Codes. In addition to connecting with online users, Mini Programs enable developers to achieve cross-platform development and instantaneous deployment for their products and services. We empower developers with cloud-based development kits, enhancing the development efficiency, particularly for long- tail developers. Daily visits to long-tail Mini Programs increased significantly, accounting for 43% of the total daily visits to Mini Programs. Overall MAU of QQ increased to 807 million by the end of 2018. We stayed engaged with young users as QQ introduced innovative and AI-empowered features to make its chat experience more fun and interactive. We offer entertainment- oriented content in verticals including eSports, comics and live streaming services to cater to the entertainment needs of millennial users. In particular, we further increased the user engagement of QQ KanDian, a popular news feed service among young users, through enriching its content with video feeds. We have built up a content ecosystem covering online games, literature, video, music, news and comics. For online games, we are the leading platform globally by revenue and users. Our technical strength supports the operation of multiple PC and mobile blockbuster game titles, serving hundreds of millions of active users every day. Internationally, our subsidiary Riot Games operates the highest-MAU PC game, League of Legends, and we operate the highest-MAU smart phone game, PUBG MOBILE. Through our partnerships with and investments in global leaders such as Epic Games (creator of Fortnite) and Supercell (creator of Clash of Clans), we support the innovation and growth of the global game industry. In China, our popular smart phone games expanded our user base and increased time spent. We have taken the lead in introducing the Healthy Gameplay System to assist parents in managing the amount of time their children spend playing games. We upgraded the system last September by introducing measures to strengthen real- name verification, and implementing game time limits for children players, as well as spending alerts to their parents. Our Tencent Game Guardian Platform enables parents to engage with their children and track their in-game activities online. We recently provided teachers access to this platform to enhance their engagement with their students who play games. These initiatives built a pilot case for the China game industry and, we believe, help position it for sustainable and healthy growth in the long run. Annual Report 2018 5 WorldReginfo - 1162a5d7-9f7c-4bf5-874a-6dafb7b6ceb2 Chairman’s Statement Leveraging our rich IP portfolio, we provide digital content to our users across online media platforms.
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