Company Information Board Members and Committees This section outlines the company's board members and the composition of its various governance committees - Pony Ma serves as Chairman and Executive Director4 - Key committee chairs include Yang Siu Shun (Audit Committee), Charles St Leger Searle (Corporate Governance Committee), Martin Lau (Investment Committee), Pony Ma (Nomination Committee), and Ian Charles Stone (Remuneration Committee)4 Company Basic Information This section provides essential company details, such as principal bankers, registered office, headquarters, share registrar, website, and stock codes - Principal bankers include Bank of China Limited and The Hongkong and Shanghai Banking Corporation Limited5 - Registered office is in the Cayman Islands, with group headquarters in Tencent Binhai Building, Nanshan District, Shenzhen, China5 - Company website is www.tencent.com, with stock codes 700 (HKD counter) and 80700 (RMB counter)5 Financial Performance Summary Q2 2025 Financial Performance This section outlines the company's unaudited Q2 2025 financial performance, highlighting double-digit year-on-year growth in key profitability metrics 2025 Q2 Key Financial Data (Unaudited) | Indicator | June 30, 2025 (RMB millions) | June 30, 2024 (RMB millions) | YoY Change | March 31, 2025 (RMB millions) | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 184,504 | 161,117 | 15% | 180,022 | 2% | | Gross Profit | 105,013 | 85,895 | 22% | 100,493 | 4% | | Operating Profit | 60,104 | 50,732 | 18% | 57,566 | 4% | | Profit Attributable to Equity Holders | 55,628 | 47,630 | 17% | 47,821 | 16% | | Basic EPS (RMB per share) | 6.115 | 5.112 | 20% | 5.252 | 16% | | Non-IFRS Profit Attributable to Equity Holders | 63,052 | 57,313 | 10% | 61,329 | 3% | H1 2025 Financial Performance This section summarizes the company's unaudited H1 2025 financial performance, highlighting double-digit year-on-year growth in key profitability metrics 2025 H1 Key Financial Data (Unaudited) | Indicator | June 30, 2025 (RMB millions) | June 30, 2024 (RMB millions) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 364,526 | 320,618 | 14% | | Gross Profit | 205,506 | 169,765 | 21% | | Operating Profit | 117,670 | 103,288 | 14% | | Profit Attributable to Equity Holders | 103,449 | 89,519 | 16% | | Basic EPS (RMB per share) | 11.367 | 9.590 | 19% | | Non-IFRS Profit Attributable to Equity Holders | 124,381 | 107,578 | 16% | Chairman's Report Performance Overview The Chairman's report overviews the Group's unaudited Q2 and H1 2025 earnings, emphasizing significant growth in both IFRS and non-IFRS profit - Profit attributable to equity holders: RMB 55.628 billion in Q2 2025, up 17% YoY, and RMB 103.449 billion in H1 2025, up 16% YoY12 - Non-IFRS profit attributable to equity holders: RMB 63.052 billion in Q2 2025, up 10% YoY, and RMB 124.381 billion in H1 2025, up 16% YoY12 Operating Data This section presents key operating metrics, including monthly active accounts for WeChat, QQ mobile, and fee-based value-added services subscribers Key Operating Data (Millions) | Indicator | June 30, 2025 | June 30, 2024 | YoY Change | March 31, 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Combined MAU of WeChat and Weixin | 1,411 | 1,371 | 3% | 1,402 | 0.6% | | Mobile MAU of QQ | 532 | 571 | -7% | 534 | -0.4% | | Fee-based VAS Subscriptions | 264 | 263 | 0.4% | 268 | -1% | Business Review and Outlook This section reviews Q2 2025 business performance, emphasizing AI investment, gaming breakthroughs, rapid advertising growth, and AI-native application promotion - In Q2 2025, the company continued to invest in and benefit from AI, achieving double-digit percentage year-on-year growth in both revenue and non-IFRS operating profit14 - Gaming business performed strongly in both user and revenue aspects, with evergreen games like "Honor of Kings" and "Peace Elite" evolving into platform-based services with increased AI applications, and new games like "Delta Force" achieving breakthroughs14 - Marketing services revenue grew rapidly by upgrading the advertising basic model, enhancing ad effectiveness across various traffic platforms, and further increasing AI application in ad creation, placement, recommendation, and performance analysis1416 - Weixin enriched its AI features, offering intelligent keyword search, smart customer service replies, and automatic text summarization for Video Accounts content15 - Mini Games' total gross receipts increased by 20% YoY; domestic game "Delta Force" achieved over 20 million average DAU in July 2025; international game "Clash Royale" reached a seven-year high in monthly gross receipts in June 202516 - The Hunyuan 3D model ranked first on Hugging Face for its industry-leading geometric precision, texture realism, and instruction-to-3D alignment capabilities, being increasingly adopted by game developers, 3D printing companies, and professional designers16 Dividends and Acknowledgements The Board did not declare an interim dividend, and the Chairman expressed gratitude to stakeholders, reaffirming the core mission of "User-oriented, Tech for Good" - The Board did not declare any interim dividend for the six months ended June 30, 202518 - The company will continue to uphold its core mission of "User-oriented, Tech for Good," consistently delivering meaningful impact through technology, driving innovation, and adapting to societal needs19 Management Discussion and Analysis Comparison of Q2 2025 and Q2 2024 This section analyzes year-on-year changes in Q2 2025 versus Q2 2024 financial indicators, covering revenue, costs, gross profit, expenses, and overall profitability - Revenue: Q2 2025 revenue increased by 15% YoY to RMB 184.5 billion23 - Value-added services revenue increased by 16% YoY to RMB 91.4 billion, with domestic games revenue growing by 17% and international games revenue by 35% (or 33% at constant exchange rates)25 - Marketing services revenue increased by 20% YoY to RMB 35.8 billion, primarily benefiting from AI-driven advertising platform improvements and enhanced Weixin transaction ecosystem25 - FinTech and Business Services revenue increased by 10% YoY to RMB 55.5 billion, driven by consumer loan services, commercial payment activities, wealth management services, and increased enterprise customer demand for AI-related services, including GPU rental and API token usage25 - Gross Profit: Q2 2025 gross profit increased by 22% YoY to RMB 105 billion, with gross margin improving from 53% in the prior year to 57%26 - Selling and marketing expenses: Increased by 3% YoY to RMB 9.4 billion, with the percentage of revenue decreasing from 6% in the prior year to 5%29 - General and administrative expenses: Increased by 16% YoY to RMB 31.9 billion, due to increased R&D expenses to support AI-related business development and higher employee costs29 - Share of profit of associates and joint ventures: Recorded RMB 4.5 billion in Q2 2025, compared to RMB 7.7 billion in the prior year, mainly due to lower estimated earnings from a large associate31 Comparison of Q2 2025 and Q1 2025 This section analyzes quarter-on-quarter changes in Q2 2025 versus Q1 2025 financial indicators, highlighting seasonal factors and AI capabilities deployment impact - Revenue: Q2 2025 revenue increased by 2% QoQ to RMB 184.5 billion35 - Gross Profit: Q2 2025 gross profit increased by 4% QoQ to RMB 105 billion, with gross margin improving from 56% in the previous quarter to 57%36 - Value-added services revenue decreased by 0.8% QoQ to RMB 91.4 billion, with domestic games revenue declining by 6% due to post-Chinese New Year seasonality, while international games revenue increased by 13%37 - Marketing services revenue increased by 12% QoQ to RMB 35.8 billion, benefiting from the deployment of AI advertising capabilities and the peak season after Chinese New Year37 - Selling and marketing expenses: Increased by 20% QoQ to RMB 9.4 billion, primarily due to increased game-related promotional activities39 - General and administrative expenses: Decreased by 5% QoQ to RMB 31.9 billion, mainly due to a high base from a one-off share-based compensation expense at an overseas subsidiary in the previous quarter39 Other Financial Information This section provides key financial metrics, including EBITDA, adjusted EBITDA, interest expenses, net cash, and capital expenditure, with reconciliation tables Key Financial Indicators (RMB millions) | Indicator | 2025 Q2 | 2025 Q1 | 2024 Q2 | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | :--- | :--- | :--- | | EBITDA | 79,467 | 73,817 | 62,902 | 153,284 | 127,996 | | Adjusted EBITDA | 85,122 | 81,559 | 68,518 | 166,681 | 137,777 | | Adjusted EBITDA Margin | 46% | 45% | 43% | 46% | 43% | | Capital Expenditure | 19,107 | 27,476 | 8,729 | 46,583 | 23,088 | - Capital expenditure primarily includes investments in IT infrastructure (including computer equipment, spare parts, and software), data centers, land use rights, office parks, and intellectual property (excluding media content)43 Non-IFRS Financial Measures This section explains the purpose of non-IFRS financial measures and provides reconciliation to IFRS, aiding investors in assessing core business performance - Non-IFRS financial measures aim to exclude certain non-cash items and the impact of certain investment-related transactions, providing useful supplementary information for investors to assess the Group's core business performance44 - Non-IFRS operating profit was RMB 69.248 billion in Q2 2025 and RMB 138.568 billion in H1 20254447 - Non-IFRS profit attributable to equity holders was RMB 63.052 billion in Q2 2025 and RMB 124.381 billion in H1 20254447 Investments Held This section discloses the investment portfolio's size, composition, and objectives as of June 30, 2025, including significant investments like Sea Limited - As of June 30, 2025, the Group's investment portfolio was approximately RMB 948.262 billion, primarily aimed at strengthening core business leadership and complementing the "Connect" strategy50 - Fair value of investments in listed companies (excluding subsidiaries) was RMB 714.3 billion; carrying value of investments in unlisted companies (excluding subsidiaries) was RMB 342.3 billion50 - The Group holds approximately 104 million Class A ordinary shares of Sea Limited, representing about 17.6% of its total issued shares, with a carrying value of approximately RMB 119.4 billion53 - For the six months ended June 30, 2025, the Group recorded a return from its investment portfolio of RMB 10.647 billion, an increase of 28% YoY54 Liquidity and Financial Resources This section outlines the cash and debt position as of June 30, 2025, along with free cash flow generation and encumbrance information - As of June 30, 2025, the Group's net cash was RMB 74.6 billion, with the QoQ decrease primarily due to the payment of the 2024 fiscal year final dividend of RMB 37.5 billion in the quarter56 - In Q2 2025, the Group generated free cash flow of RMB 43 billion57 - As of June 30, 2025, the Group pledged partial equity interests in certain investee companies with a total carrying value of approximately RMB 3.5 billion to certain investment banks as collateral for obligations under derivative transactions58 Review Report on Interim Financial Information PricewaterhouseCoopers reviewed the interim financial information, concluding its preparation in accordance with International Accounting Standard 34 "Interim Financial Reporting" - The auditor is PricewaterhouseCoopers59 - The scope of review is substantially less than an audit conducted in accordance with International Standards on Auditing, thus the auditor cannot guarantee awareness of all significant matters that might be identified in an audit, and therefore does not express an audit opinion60 - Based on the review, the auditor found no matters leading them to believe that the Group's interim financial information was not prepared in all material respects in accordance with International Accounting Standard 34 "Interim Financial Reporting"61 Condensed Consolidated Statement of Profit or Loss This section presents the condensed consolidated statement of profit or loss for the three and six months ended June 30, 2025, detailing revenue, costs, expenses, and profit Condensed Consolidated Statement of Profit or Loss Summary (RMB millions) | Indicator | 2025 Q2 | 2024 Q2 | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 184,504 | 161,117 | 364,526 | 320,618 | | Cost of Revenue | (79,491) | (75,222) | (159,020) | (150,853) | | Gross Profit | 105,013 | 85,895 | 205,506 | 169,765 | | Operating Profit | 60,104 | 50,732 | 117,670 | 103,288 | | Profit for the Period | 56,044 | 48,366 | 105,769 | 91,017 | | Profit Attributable to Equity Holders | 55,628 | 47,630 | 103,449 | 89,519 | Condensed Consolidated Statement of Comprehensive Income This section presents the condensed consolidated statement of comprehensive income for the three and six months ended June 30, 2025, including profit and other comprehensive income items - Total comprehensive income for the period: RMB 126.944 billion in Q2 2025 and RMB 206.768 billion in H1 202565 - Net gain from fair value changes of financial assets at fair value through other comprehensive income: RMB 67.681 billion in Q2 2025 and RMB 94.042 billion in H1 202565 - Total comprehensive income attributable to equity holders: RMB 122.756 billion in Q2 2025 and RMB 198.614 billion in H1 202565 Condensed Consolidated Statement of Financial Position This section provides the condensed consolidated statement of financial position as of June 30, 2025, detailing the composition of assets, liabilities, and equity Condensed Consolidated Statement of Financial Position Summary (RMB millions) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 2,013,310 | 1,780,995 | | Total Equity | 1,202,849 | 1,053,896 | | Total Liabilities | 810,461 | 727,099 | | Non-current Assets | 1,467,813 | 1,284,815 | | Current Assets | 545,497 | 496,180 | | Non-current Liabilities | 375,350 | 330,190 | | Current Liabilities | 435,111 | 396,909 | - Financial assets at fair value through other comprehensive income increased from RMB 302.36 billion as of December 31, 2024, to RMB 401.756 billion as of June 30, 202567 Condensed Consolidated Statement of Changes in Equity This section presents the condensed consolidated statement of changes in equity for the six months ended June 30, 2025, detailing movements in capital, reserves, and non-controlling interests - Total comprehensive income attributable to equity holders for H1 2025 was RMB 198.614 billion73 - Share repurchases and cancellations in H1 2025 resulted in a RMB 34.956 billion reduction in retained earnings75 - Cash dividends paid in H1 2025 resulted in a RMB 37.665 billion reduction in retained earnings75 Condensed Consolidated Statement of Cash Flows This section provides the condensed consolidated statement of cash flows for the six months ended June 30, 2025, covering cash flows from operating, investing, and financing activities Condensed Consolidated Statement of Cash Flows Summary (RMB millions) | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Net cash flows from operating activities | 151,265 | 126,458 | | Net cash flows used in investing activities | (72,407) | (45,449) | | Net cash flows used in financing activities | (30,111) | (99,781) | | Net increase / (decrease) in cash and cash equivalents | 48,747 | (18,772) | | Cash and cash equivalents at end of period | 182,057 | 153,511 | - Share repurchases paid in H1 2025 amounted to RMB 34.525 billion82 - Dividends paid to the Company's shareholders in H1 2025 amounted to RMB 37.535 billion82 Notes to the Interim Financial Information General Information This section introduces the company's registration, listing, principal business activities, and the currency and review status of the interim financial information - Tencent Holdings Limited is incorporated in the Cayman Islands, and its shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since June 16, 200483 - The Group primarily provides Value-Added Services, Marketing Services, and FinTech and Business Services83 - The interim financial information is unaudited but has been reviewed by the Company's external auditor85 Basis of Preparation and Presentation This section states that the interim financial information is prepared according to IAS 34 "Interim Financial Reporting" and should be read with the 2024 annual financial statements - The interim financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" issued by the International Accounting Standards Board86 Significant Accounting Policies Information This section explains that interim financial information accounting policies are consistent with 2024 financial statements and lists adopted and newly issued standard amendments - The accounting policies and calculation methods used in preparing the interim financial information are consistent in all material respects with those used in the 2024 financial statements, prepared on a historical cost basis and revised for financial assets and liabilities measured at fair value87 - The Group first adopted the amendment to IAS 21 "Lack of Exchangeability" for the financial year beginning January 1, 2025, which had no significant impact on the interim financial information90 - IFRS 18 "Presentation and Disclosure in Financial Statements", effective January 1, 2027, primarily impacts the presentation and disclosure of income and expenses and introduces requirements for disclosing management-defined performance measures, with no significant impact expected on the interim financial information92 Estimates This section emphasizes that interim financial information preparation involves management judgments, estimates, and assumptions, with actual results potentially differing - In preparing the interim financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those used in the 2024 financial statements93 Financial Risk Management This section discusses the Group's market, credit, and liquidity risks, capital management policy, and fair value measurement hierarchy and methods - The Group's operations are exposed to various financial risks: market risk (including foreign exchange risk, price risk, and interest rate risk), credit risk, and liquidity risk94 - For the six months ended June 30, 2025, the Group reported a net exchange loss of approximately RMB 874 million95 - The Group's capital management policy aims to safeguard its ability to continue as a going concern and support its sustainable development, monitoring its capital through regular review of its total debt/adjusted EBITDA ratio9698 - Fair value measurements are categorized into three levels, with Level 3 instruments primarily including investments in unlisted companies, other financial assets, and other financial liabilities classified as financial assets at fair value through profit or loss or financial assets at fair value through other comprehensive income101109 Segment Information and Revenue This section details the Group's operating segments (VAS, Marketing, FinTech & Business, Others) and their revenue and gross profit contributions by source - The Group had the following reportable segments for the three and six months ended June 30, 2025 and 2024: Value-Added Services, Marketing Services, FinTech and Business Services, and Others114 2025 Q2 Segment Revenue (RMB millions) | Segment | Revenue | | :--- | :--- | | Value-Added Services | 91,368 | | Marketing Services | 35,762 | | FinTech and Business Services | 55,536 | | Others | 1,838 | | Total | 184,504 | 2025 H1 Segment Revenue (RMB millions) | Segment | Revenue | | :--- | :--- | | Value-Added Services | 183,501 | | Marketing Services | 67,615 | | FinTech and Business Services | 110,443 | | Others | 2,967 | | Total | 364,526 | - Games revenue: RMB 59.153 billion in Q2 2025 and RMB 118.654 billion in H1 2025125 Expenses by Nature This section lists expenses by nature, including transaction costs, employee benefits, content, intangible asset amortization, depreciation, and promotion fees - For the six months ended June 30, 2025, the Group incurred approximately RMB 39.161 billion in research and development expenses, primarily comprising RMB 30.178 billion in employee benefit expenses126 - For the six months ended June 30, 2025, amortization of intangible assets was RMB 16.120 billion, mainly related to media content such as long-form video and music content, game licenses, and other content127129 Other Gains / (Losses) Net This section discloses the composition of other gains / (losses) net, primarily including government grants and tax refunds, and other items - Other gains / (losses) net for Q2 2025 was RMB (3.578) billion, and for H1 2025 was RMB (4.975) billion130 Investment Gains / (Losses) Net and Others This section details investment gains/(losses) net and other items, including disposal gains, fair value changes, impairment provisions, and dividend income - Investment gains / (losses) net and others for H1 2025 was RMB 4.045 billion131 - Net gain from disposal and deemed disposal of investee companies for H1 2025 was RMB 251 million131 - Net fair value gain on financial assets at fair value through profit or loss for H1 2025 was RMB 1.378 billion131 - Share of profit of associates and joint ventures for H1 2025 was RMB 9.054 billion131 Finance Costs This section discloses the composition of finance costs, primarily including interest and related expenses and net exchange losses - Finance costs for H1 2025 were RMB 7.801 billion, mainly comprising interest and related expenses and net exchange losses133 Taxation This section explains income tax expense recognition, applicable tax rates, incentives, and the impact of VAT, other taxes, and the OECD Pillar Two template - The corporate income tax rate in China is generally 25%, with certain subsidiaries approved as high-tech enterprises eligible for a preferential corporate income tax rate of 15%135 - Hong Kong profits tax provision has been made based on estimated assessable profits at a rate of 16.5%135 - OECD Pillar Two legislation has come into effect in Hong Kong, Luxembourg, Netherlands, Ireland, and certain other jurisdictions where the Group operates, with no significant current tax impact for the six months ended June 30, 2025145 Earnings Per Share This section provides the calculation methods and specific data for basic and diluted earnings per share Earnings Per Share (RMB per share) | Indicator | 2025 Q2 | 2024 Q2 | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | :--- | :--- | | Basic EPS | 6.115 | 5.112 | 11.367 | 9.590 | | Diluted EPS | 5.996 | 4.994 | 11.126 | 9.377 | Dividends This section discloses the distribution of the 2024 fiscal year final dividend and confirms no interim dividend was declared for H1 2025 - Pursuant to the Board's resolution, the 2024 fiscal year final dividend of HKD 4.50 per share was paid during the six months ended June 30, 2025, totaling approximately HKD 40.966 billion152 - The Board did not declare any interim dividend for the six months ended June 30, 2025 and 2024153 Property, Plant and Equipment, Construction in Progress, Investment Properties and Intangible Assets This section analyzes net book value changes for property, plant and equipment, construction in progress, investment properties, and intangible assets, including server useful life adjustments - As of June 30, 2025, the net book value of property, plant and equipment was RMB 118.565 billion, and intangible assets was RMB 215.832 billion154 - Effective January 1, 2025, the Group adjusted the estimated useful lives of certain servers under computer and other operating equipment within property, plant and equipment from 4 years to 6 years, with no significant impact on depreciation expense reduction and net profit increase for the current and future periods155 Land Use Rights This section discloses the net book value of land use rights and their changes, primarily consisting of prepaid operating lease payments for land in mainland China - As of June 30, 2025, the net book value of land use rights was RMB 22.693 billion, primarily representing prepaid operating lease payments for land in mainland China with remaining lease terms ranging from 24 to 50 years157 Leases (Other than Land Use Rights) This section analyzes changes in right-of-use assets and lease liabilities, along with lease-related depreciation, interest, and cash outflows - As of June 30, 2025, the net book value of right-of-use assets (other than land use rights) was RMB 16.952 billion159 - For the six months ended June 30, 2025, depreciation expense for right-of-use assets was RMB 3.070 billion160 - For the six months ended June 30, 2025, total cash outflows for leases included in financing activities were approximately RMB 3.678 billion162 Investments in Associates This section discloses the composition of investments in associates (listed and unlisted entities), changes in carrying value, and impairment assessment - As of June 30, 2025, total investments in associates amounted to RMB 307.573 billion, comprising RMB 165.323 billion in listed entities and RMB 142.250 billion in unlisted entities163 - For the six months ended June 30, 2025, the Group's investments in associates increased by RMB 9.984 billion, mainly due to additional investments in certain new and existing associates165169 - For the six months ended June 30, 2025, impairment reversals for investments in associates totaled approximately RMB 355 million167 Financial Assets at Fair Value Through Profit or Loss This section discloses the composition and changes of financial assets at fair value through profit or loss, including listed, unlisted, and wealth management investments - As of June 30, 2025, total financial assets at fair value through profit or loss amounted to RMB 225.498 billion170 - For the six months ended June 30, 2025, the Group's additions and transfers primarily included new and additional investments totaling approximately RMB 71.190 billion in wealth management investments, certain investee companies (mainly engaged in investment funds, FinTech, game development, and healthcare), and others171173 Financial Assets at Fair Value Through Other Comprehensive Income This section discloses the composition of financial assets at fair value through other comprehensive income and their changes - As of June 30, 2025, total financial assets at fair value through other comprehensive income amounted to RMB 408.360 billion174 - For the six months ended June 30, 2025, fair value gains amounted to RMB 96.218 billion176 Prepayments, Deposits and Other Assets This section details the composition of prepayments, deposits, and other assets, including media content, capital asset prepayments, loans, and game royalties - As of June 30, 2025, total prepayments, deposits, and other assets amounted to RMB 140.584 billion178 - Loans to investee companies and investee company shareholders are mostly repayable within one to six years (classified as non-current assets) or within one year (classified as current assets), bearing interest at an annual rate not exceeding 10.0%180 Other Financial Assets This section discloses the composition of other financial assets, including amortized cost wealth management investments and fair value derivatives - As of June 30, 2025, total other financial assets amounted to RMB 5.538 billion182 - Derivatives and others include outstanding interest rate swap contracts, measured at fair value, with a total notional principal of USD 2.94 billion (approximately RMB 21.046 billion)182 Deferred Income Tax This section provides an analysis of deferred income tax assets and liabilities, including changes before and after offsetting - As of June 30, 2025, net deferred income tax assets were RMB 30.004 billion, and net deferred income tax liabilities were RMB (16.888) billion183 Trade Receivables This section provides an aging analysis of trade receivables, primarily from marketing services clients, FinTech and cloud clients, and others - As of June 30, 2025, total trade receivables amounted to RMB 51.315 billion186 - Trade receivables are mostly denominated in RMB, primarily from marketing services clients and agencies, FinTech and cloud clients, content production-related clients, and third-party platform providers, with credit terms typically ranging from 30 to 90 days186187 Share Capital This section discloses changes in the company's authorized and issued share capital, including allotments, option grants, and share repurchases and cancellations - As of June 30, 2025, the total number of issued ordinary shares decreased to 9,165,513,622 shares, mainly due to share repurchases and cancellations191 - For the six months ended June 30, 2025, the Company repurchased a total of 81,867,000 shares in the market, of which 4,910,000 shares had not yet been cancelled as of June 30, 2025192 Share-based Payments This section details the terms, changes, and fair value valuation of the share option and share award schemes, including subsidiary compensation plans - For the six months ended June 30, 2025, 24,189,201 share options were exercised196 - As of June 30, 2025, the total number of outstanding share options was 91,400,760196 - For the six months ended June 30, 2025, the weighted average fair value of share options granted was HKD 174.85 per share (approximately RMB 161.48 per share)200 - For the six months ended June 30, 2025, a total of 17,261,799 award shares were granted under the 2023 Share Award Scheme, of which 59,280 award shares were granted to the Company's independent non-executive directors203 - For the six months ended June 30, 2025, the weighted average fair value of award shares granted was HKD 519.50 per share (approximately RMB 479.77 per share)203 Borrowings This section discloses the composition, principal, interest rates, and repayment periods for long-term and short-term bank borrowings, including interest rate swaps - As of June 30, 2025, the Group's total borrowings amounted to RMB 261.597 billion79 - Total principal amount of long-term RMB bank borrowings was RMB 133.425 billion, and USD bank borrowings was USD 6.9 billion212 - Total principal amount of short-term RMB bank borrowings was RMB 39.174 billion, and USD bank borrowings was USD 2.25 billion213 Bills Payable This section discloses the principal, interest rates, and repayment periods for long-term and short-term USD bills payable, along with fair value information - As of June 30, 2025, total bills payable amounted to RMB 132.218 billion217 - Total principal amount of USD bills payable was USD 18.55 billion, with annual interest rates ranging from 1.375% to 4.700%217 - For the six months ended June 30, 2025, a batch of bills payable with a total principal amount of USD 900 million, issued by the Group in February 2015, matured and was fully repaid218 Long-term Payables This section discloses the composition of long-term payables, primarily cash-settled share-based payments, media content, and online game royalties - As of June 30, 2025, total long-term payables amounted to RMB 12.801 billion219 Other Financial Liabilities This section discloses the composition of other financial liabilities, including redemption liabilities, contingent consideration, and others - As of June 30, 2025, total other financial liabilities amounted to RMB 11.925 billion221 - Redemption liabilities of approximately RMB 9.899 billion include those arising from put option arrangements with non-controlling shareholders of acquired subsidiaries221 Trade Payables This section provides an aging analysis of trade payables - As of June 30, 2025, total trade payables amounted to RMB 130.501 billion222 Other Payables and Accruals This section discloses the composition of other payables and accruals, including employee costs, selling and marketing expenses, and investment purchase consideration - As of June 30, 2025, total other payables and accruals amounted to RMB 76.862 billion223 Deferred Revenue This section explains the composition of deferred revenue, primarily including contract liabilities and refundable prepayments - The Group's deferred revenue includes contract liabilities and refundable prepayments for certain businesses, mainly comprising unamortized virtual items, prepaid membership fees, prepaid tokens, or top-up cards226 Business Combinations This section discloses the business combination involving the acquisition of 100% equity in a game company completed in H1 2025 - For the six months ended June 30, 2025, the Group completed the acquisition of 100% equity in a game company for a cash consideration of approximately USD 1.2 billion (approximately RMB 8.8 billion)227 - The Group recognized goodwill of approximately RMB 5.2 billion from this transaction, primarily due to expected operating synergies and economies of scale from the combined business228 Contingent Matters This section confirms no significant contingent liabilities as of June 30, 2025 - The Group had no significant contingent liabilities as of June 30, 2025230 Commitments This section discloses capital and other commitments, including for construction, investments, bandwidth, game agency, and media content agreements - As of June 30, 2025, total contracted capital commitments amounted to RMB 14.452 billion231 - The Group's total contracted commitments not yet provided for in the condensed consolidated financial statements, primarily under agreements for bandwidth, online game agency, media content, and other technical services, amounted to RMB 33.928 billion231 - A subsidiary of the Group, Tencent Music, intends to acquire an existing investee company (one of China's leading online audio platforms), with the transaction closing contingent on regulatory approvals and certain other closing conditions231 Related Party Transactions This section discloses significant related party transactions with associates and joint ventures, including service provision, purchases, and period-end balances - For the six months ended June 30, 2025, the Group entered into commercial arrangements with certain associates and joint ventures to provide marketing services, FinTech and business services, and other services, recognizing revenue of RMB 2.197 billion, RMB 23.510 billion, and RMB 2.064 billion, respectively234 - For the six months ended June 30, 2025, the Group entered into commercial arrangements with certain associates and joint ventures to purchase online game licenses and related services, media content and related services, FinTech and business services, and others, incurring costs and expenses of RMB 2.506 billion, RMB 1.307 billion, RMB 843 million, and RMB 855 million, respectively234 - As of June 30, 2025, trade receivables and other receivables from related parties were RMB 11.443 billion and RMB 300 million, respectively235 Events After the Reporting Period This section confirms no significant events after the reporting period up to the date of approval of the interim financial information - No significant events after the reporting period occurred from July 1, 2025, to the date of approval of the interim financial information by the Board on August 13, 2025237 Other Information Directors' Securities Interests This section discloses the interests and short positions of directors and chief executives in the company's shares, underlying shares, and debentures as of June 30, 2025 - As of June 30, 2025, Mr. Pony Ma held 804,859,700 shares of the Company, representing approximately 8.78% of the total shares239 - Several independent non-executive directors, including Li Dong Sheng, Ian Charles Stone, Yang Siu Shun, Ke Yang, and Zhang Xiu Lan, held shares and/or unvested award shares of the Company239 Share Option Scheme This section details the terms, changes, outstanding particulars, and fair value valuation methods of the 2023 Share Option Scheme - For the six months ended June 30, 2025, the Company had one share option scheme in effect and continuing, namely the 2023 Share Option Scheme243 - For the six months ended June 30, 2025, 24,189,201 share options were exercised245 - As of June 30, 2025, the total number of outstanding share options was 91,400,760245 - For the six months ended June 30, 2025, the weighted average fair value of share options granted was HKD 174.85 per share (approximately RMB 161.48 per share)200 Share Award Scheme This section details the terms, changes, particulars of award shares held by directors and employees, and fair value valuation of the 2023 Share Award Scheme - For the six months ended June 30, 2025, the Company had one share award scheme in effect and continuing, namely the 2023 Share Award Scheme255 - The total number of shares that may be awarded under the 2023 Share Award Scheme shall not exceed 4.5% of the total issued shares as of the adoption date255 - For the six months ended June 30, 2025, a total of 17,261,799 award shares were granted under the 2023 Share Award Scheme, of which 59,280 award shares were granted to the Company's independent non-executive directors258 - As of June 30, 2025, the Company's directors still held a total of 192,889 unvested award shares259 - For the six months ended June 30, 2025, the weighted average fair value of award shares granted was HKD 519.50 per share (approximately RMB 479.77 per share)203 Directors' Biographies and Other Information This section provides detailed biographies, experience, appointments, and remuneration for the company's executive, non-executive, and independent non-executive directors - Pony Ma, 53, Executive Director, Chairman of the Board, and CEO of the Company, is fully responsible for the Group's strategic planning, positioning, and management, with over 31 years of experience in the telecommunications and internet industries281 - Jacobus Petrus (Koos) Bekker, 72, Non-Executive Director, led the founding team of M-Net/MultiChoice pay-TV business and became CEO of Naspers in 1997282 - Charles St Leger Searle, 61, Non-Executive Director, currently CEO of Naspers Internet Listed Assets, with over 31 years of international experience in the telecommunications and internet industries283 - Li Dong Sheng, Ian Charles Stone, Yang Siu Shun, Ke Yang, and Zhang Xiu Lan are Independent Non-Executive Directors, possessing extensive experience in their respective fields (IT, telecommunications, accounting, oncology, social security) and receiving director's fees285286287288289 Interests of Major Shareholders This section discloses the interests or short positions of major shareholders in the company's shares or underlying shares as of June 30, 2025 - As of June 30, 2025, MIH Internet Holdings B.V. held 2,112,481,500 shares of the Company, representing approximately 23.05% of the total shares291 - As of June 30, 2025, Advance Data Services Limited held 804,859,700 shares of the Company, representing approximately 8.78% of the total shares291 Purchase, Sale or Redemption of the Company's Listed Securities This section discloses the company's repurchase and cancellation of listed securities during H1 2025 - For the six months ended June 30, 2025, the Company repurchased a total of 81,867,000 shares on the Stock Exchange for a total consideration of approximately HKD 36.5 billion (excluding expenses)294 - The repurchased shares were subsequently cancelled, aiming to enhance shareholder value in the long term294 Employees and Remuneration Policy This section provides the number of employees and remuneration policy as of June 30, 2025 - As of June 30, 2025, the Group had 111,221 employees (June 30, 2024: 105,506 employees)295 - The Group's total remuneration cost for the six months ended June 30, 2025, was RMB 65 billion (six months ended June 30, 2024: RMB 54.3 billion)295 - Employee remuneration policy includes pension schemes and internal training courses, with discretionary bonuses, award shares, and share options granted based on individual performance assessments295 Audit Committee This section states the Audit Committee reviewed interim financial information, discussing accounting standards, risk management, internal controls, and financial reporting - The Audit Committee, together with the auditor, has reviewed the Group's unaudited interim financial information for the three and six months ended June 30, 2025297 Adoption of Code for Securities Transactions by Directors This section states the company adopted a code of conduct for directors' securities transactions, with directors confirming compliance - The Company has adopted a code of conduct for directors' securities transactions, with terms no less stringent than those required by the standard code, and directors have confirmed compliance298 Compliance with Corporate Governance Code This section discloses the company's deviations from the Corporate Governance Code, specifically regarding the rotation of directors - The Company deviated from code provision B.2.2 of the Corporate Governance Code (rotation of directors) as Mr. Ian Charles Stone's re-election was considered at the 2025 Annual General Meeting299 - The Board believes that the deviation from code provision B.2.2 of the Corporate Governance Code has no significant impact on the Company's overall operations299 Definitions This section provides definitions for key terms used in this interim report to ensure clear understanding of the report's content - This section lists definitions for professional terms used in the report, such as AI (Artificial Intelligence), EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), IFRS (International Financial Reporting Standards), LPR (Loan Prime Rate), SOFR (Secured Overnight Financing Rate), and SSV & CPP (Sustainable Social Value & Common Prosperity Program)301303306307
腾讯控股(00700) - 2025 - 中期财报