Financial · March 1, 2024

Annual Report 2023

Published by Tencent, Games Workshop Group

Summary

Tencent Holdings reported a robust financial performance for 2023, with total revenue reaching RMB 609 billion—a 9.8% increase year‑on‑year—driven by value‑added services, online advertising and fintech & business services. Gross profit rose 23% to RMB 293 billion, lifting the gross margin to 48%, while operating profit surged 44% to RMB 160 billion, delivering a 26% operating margin and a 19% net margin. Net profit attributable to equity holders fell to RMB 115 billion, reflecting a 39% decline, yet non‑IFRS profit grew 36% to RMB 158 billion, and basic earnings per share were RMB 12.19. Operating cash flow improved to RMB 221.96 billion, offset by RMB 125 billion of investing outflows and a modest increase in total borrowings to RMB 197.4 billion. Strategically, the company set 2027 targets that include R&D investment of USD 78.5‑94.1 billion, overseas expansion of USD 31.4‑47.1 billion, and new product and service development of USD 15 billion. Cash is held almost entirely in RMB‑denominated accounts on the mainland, and the firm judges foreign‑exchange movements unlikely to materially affect results, monitoring leverage through a debt‑to‑adjusted‑EBITDA ratio. Governance remained a focal point, with the board adhering to the Model Code for securities transactions, an insider‑information framework, and comprehensive directors‑and‑officers liability insurance. Share‑option programmes granted roughly 58 million awards without performance conditions, while dividend policy stayed flexible, proposing a final dividend of HKD 3.40 per share. The board composition featured eight members, including one executive director, and operated five specialised committees that oversaw risk, audit, remuneration and governance. A three‑lines risk‑management model identified ten material risks, highlighting heightened concerns around market competition, innovation and business continuity. External auditors emphasized three key audit matters: revenue recognition for permanent virtual items, goodwill and investment impairment testing, and fair‑value measurement of Level 3 financial instruments. Overall, internal‑control, risk‑management and financial‑reporting systems were judged effective, supporting Tencent’s continued focus on user‑value creation, technological innovation and sustainable growth within the Chinese and global internet‑technology landscape.

From the report

CONTENTS CONTENTS CORPORATE INFORMATION 2 CORPORATE INFORMATION 3 FINANCIAL SUMMARY 4 CHAIRMAN’S STATEMENT 7 MANAGEMENT DISCUSSION AND ANALYSIS 26 DIRECTORS' REPORT 26 DIRECTORS’ REPORT 85 CORPORATE GOVERNANCE REPORT 85 CORPORATE GOVERNANCE REPORT 119 INDEPENDENT AUDITOR'S REPORT 119 INDEPENDENT AUDITOR’S REPORT 128 CONSOLIDATED INCOME STATEMENT 128 CONSOLIDATED INCOME STATEMENT 129 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 130 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 133 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 137 CONSOLIDATED STATEMENT OF CASH FLOWS 139 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 139 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 273 DEFINITION DEFINITION

Corporate Information Model Code for Securities Transactions by Directors of Listed Issuers The Company has adopted the Model Code. The Company has also adopted an insider dealing policy to govern and regulate DIRECTORS NOMINATION COMMITTEE PRINCIPAL PLACE OF BUSINESS securities transactions by employees who are likely to be in possession of inside information relating to the Company, the terms Executive Directors Ma Huateng (Chairman) IN HONG KONG Ma Huateng (Chairman) Li Dong Sheng 29/F., Three Pacific Place Lau Chi Ping Martin Ian Charles Stone No. 1 Queen’s Road East (ceased to be a director Yang Siu Shun Wanchai with effect from 17 May 2023) Charles St Leger Searle Hong Kong Each non-executive director, whether independent or not, is appointed for a term of one year and is subject to retirement Non-Executive Directors REMUNERATION COMMITTEE CAYMAN ISLANDS PRINCIPAL Jacobus Petrus (Koos) Bekker Ian Charles Stone (Chairman) SHARE REGISTRAR AND Charles St Leger Searle Li Dong Sheng TRANSFER OFFICE Directors and Officers Liability Insurance Jacobus Petrus (Koos) Bekker Suntera (Cayman) Limited Independent Non-Executive Directors Suite 3204, Unit 2A The Company has arranged appropriate directors and officers liability insurance in respect of legal action against the directors Li Dong Sheng AUDITOR Block 3, Building D Ian Charles Stone PricewaterhouseCoopers P.O. Box 1586 Yang Siu Shun Certified Public Accountants Gardenia Court Ke Yang and Registered Public Interest Camana Bay Zhang Xiulan Entity Auditor Grand Cayman, KY1-1100 Cayman Islands

ction against the directors Li Dong Sheng AUDITOR Block 3, Building D Ian Charles Stone PricewaterhouseCoopers P.O. Box 1586 Yang Siu Shun Certified Public Accountants Gardenia Court Ke Yang and Registered Public Interest Camana Bay Zhang Xiulan Entity Auditor Grand Cayman, KY1-1100 Cayman Islands AUDIT COMMITTEE PRINCIPAL BANKERS HONG KONG BRANCH SHARE Yang Siu Shun (Chairman) 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 to risk management and internal control review. Please refer to Note 7 to the consolidated financial statements for a breakdown CORPORATE GOVERNANCE REGISTERED OFFICE Services Limited COMMITTEE Cricket Square Shops 1712-1716, 17th Floor Hopewell Centre Charles St Leger Searle (Chairman) Hutchins Drive, P.O. Box 2681 183 Queen’s Road East Ian Charles Stone Grand Cayman KY1-1111 Wan Chai, Hong Kong Yang Siu Shun Cayman Islands framework sets out the procedures and internal controls for the handling and dissemination of inside information in a timely Ke Yang COMPANY WEBSITE Zhang Xiulan TENCENT GROUP HEAD OFFICE www.tencent.com INVESTMENT COMMITTEE Tencent Binhai Towers Lau Chi Ping Martin (Chairman) No. 33 Haitian 2nd Road STOCK CODES Nanshan District Ma Huateng Shenzhen, 518054 HKD counter 700 Charles St Leger Searle The PRC RMB counter 80700 be disclosed to the public pursuant to the SFO. The framework and its effectiveness are subject to review on a regular basis

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Format: PDF
Type: Financial

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Financial Summary In order to ensure that shareholders' interests and rights are adequately protected, a separate resolution will be proposed for each substantially separate issue at the general meetings, and all resolutions will be voted by poll pursuant to the Articles of CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended 31 December 2019 2020 2021 2022 2023 Restated* Restated* Restated* Restated* RMB’Million RMB’Million RMB’Million RMB’Million RMB’Million Revenues 377,289 482,064 560,118 554,552 609,015 Gross profit 167,533 221,532 245,944 238,746 293,109 Apart from participating in the Company's general meetings, shareholders and other stakeholders may at any time contact Operating profit (Restated for prior years) 96,501* 126,197* 124,656* 110,827* 160,074 or send enquiries and concerns to us via the Company Website, or by addressing them to the Investor Relations teams, Profit before income tax 109,400 180,022 248,062 210,225 161,324 and sending them by post to the Investor Relations teams, Tencent Holdings Limited, at 29/F., Three Pacific Place, No. 1 Profit for the year 95,888 160,125 227,810 188,709 118,048 Profit attributable to equity holders of the Company 93,310 159,847 224,822 188,243 115,216 Total comprehensive income for the year 119,901 281,173 200,390 59,564 107,182 Total comprehensive income attributable to equity holders of the Company 116,670 277,834 200,323 60,699 102,130

,709 118,048 Profit attributable to equity holders of the Company 93,310 159,847 224,822 188,243 115,216 Total comprehensive income for the year 119,901 281,173 200,390 59,564 107,182 Total comprehensive income attributable to equity holders of the Company 116,670 277,834 200,323 60,699 102,130 Non-IFRS operating profit (Restated for prior years) 108,052* 143,241* 152,729* 143,203* 191,886 The Company endeavours to maintain sufficient working capital to develop and operate the business of the Group and to Non-IFRS profit attributable to equity holders of the Company 94,351 122,742 123,788 115,649 157,688 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at 31 December 2019 2020 2021 2022 2023 RMB’Million RMB’Million RMB’Million RMB’Million RMB’Million Assets Non-current assets 700,018 1,015,778 1,127,552 1,012,142 1,058,800 Current assets 253,968 317,647 484,812 565,989 518,446 Total assets 953,986 1,333,425 1,612,364 1,578,131 1,577,246 The Company is required to disclose certain information pursuant to the Listing Rules and the CG Code. Set out below is the Equity and liabilities Equity attributable to equity holders of the Company 432,706 703,984 806,299 721,391 808,591 Non-controlling interests 56,118 74,059 70,394 61,469 65,090 Significant Change in the Constitutional Documents Total equity 488,824 778,043 876,693 782,860 873,681 Non-current liabilities 225,006 286,303 332,573 361,067 351,408 Current liabilities 240,156 269,079 403,098 434,204 352,157 Total liabilities 465,162 555,382 735,671 795,271 703,565 Total equity and liabilities 953,986 1,333,425 1,612,364 1,578,131 1,577,246

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