# 00700_09042026_1721_ANNUAL REPORT 2025

> Source: `00700_09042026_1721_ANNUAL REPORT 2025.pdf`
> Pages: 282
> Converted: 2026-04-25T11:15:13

---

# Tencent 腾讯

## Tencent Holdings Limited
Incorporated in the Cayman Islands with limited liability
**騰訊控股有限公司**
於開曼群島註冊成立的有限公司

**HKD Counter Stock Code:** 700
**RMB Counter Stock Code:** 80700

# 2025 Annual Report

**smart communication inspires**
智慧溝通 靈感無限

---

# CONTENTS

| Page | Section |
| :--- | :--- |
| 2 | CORPORATE INFORMATION |
| 3 | FINANCIAL SUMMARY |
| 4 | CHAIRMAN’S STATEMENT |
| 7 | MANAGEMENT DISCUSSION AND ANALYSIS |
| 26 | DIRECTORS’ REPORT |
| 82 | CORPORATE GOVERNANCE REPORT |
| 120 | INDEPENDENT AUDITOR’S REPORT |
| 129 | CONSOLIDATED INCOME STATEMENT |
| 130 | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| 131 | CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 134 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| 138 | CONSOLIDATED STATEMENT OF CASH FLOWS |
| 140 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| 273 | DEFINITION |

---

# Corporate Information

## DIRECTORS

### Executive Director
Ma Huateng (*Chairman*)

### Non-Executive Directors
Jacobus Petrus (Koos) Bekker
Charles St Leger Searle

### Independent Non-Executive Directors
Li Dong Sheng
Ian Charles Stone
Yang Siu Shun
Ke Yang
Zhang Xiulan

## AUDIT COMMITTEE
Yang Siu Shun (*Chairman*)
Ian Charles Stone
Charles St Leger Searle

## CORPORATE GOVERNANCE COMMITTEE
Charles St Leger Searle (*Chairman*)
Ian Charles Stone
Yang Siu Shun
Ke Yang
Zhang Xiulan

## INVESTMENT COMMITTEE
Lau Chi Ping Martin (*Chairman*)
Ma Huateng
Charles St Leger Searle

## NOMINATION COMMITTEE
Ma Huateng (*Chairman*)
Li Dong Sheng
Ian Charles Stone
Yang Siu Shun
Charles St Leger Searle
Ke Yang (appointed with effect from 27 June 2025)

## REMUNERATION COMMITTEE
Ian Charles Stone (*Chairman*)
Li Dong Sheng
Jacobus Petrus (Koos) Bekker

## AUDITOR
PricewaterhouseCoopers
Certified Public Accountants and Registered Public Interest Entity Auditor

## PRINCIPAL BANKERS
Bank of China Limited
The Hongkong and Shanghai Banking Corporation Limited

## REGISTERED OFFICE
Cricket Square
Hutchins Drive, P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

## TENCENT GROUP HEAD OFFICE
Tencent Binhai Towers
No. 33 Haitian 2nd Road
Nanshan District
Shenzhen, 518054
The PRC

## PRINCIPAL PLACE OF BUSINESS IN HONG KONG
29/F., Three Pacific Place
No. 1 Queen's Road East
Wanchai
Hong Kong

## CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE
Suntera (Cayman) Limited
Suite 3204, Unit 2A
Block 3, Building D
P.O. Box 1586
Gardenia Court
Camana Bay
Grand Cayman, KY1-1100
Cayman Islands

## HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East
Wan Chai, Hong Kong

## COMPANY WEBSITE
www.tencent.com

## STOCK CODES
| | |
|---|---|
| HKD counter | 700 |
| RMB counter | 80700 |

---

# Financial Summary

## CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

**Year ended 31 December**

| | 2021 (RMB'Million) | 2022 (RMB'Million) | 2023 (RMB'Million) | 2024 (RMB'Million) | 2025 (RMB'Million) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| **Revenues** | 560,118 | 554,552 | 609,015 | 660,257 | 751,766 |
| **Gross profit** | 245,944 | 238,746 | 293,109 | 349,246 | 422,593 |
| **Operating profit** | 124,656 | 110,827 | 160,074 | 208,099 | 241,562 |
| **Profit before income tax** | 248,062 | 210,225 | 161,324 | 241,485 | 277,249 |
| **Profit for the year** | 227,810 | 188,709 | 118,048 | 196,467 | 229,801 |
| Profit attributable to equity holders of the Company | 224,822 | 188,243 | 115,216 | 194,073 | 224,842 |
| **Total comprehensive income for the year** | 200,390 | 59,564 | 107,182 | 284,342 | 275,351 |
| Total comprehensive income attributable to equity holders of the Company | 200,323 | 60,699 | 102,130 | 279,009 | 267,794 |
| **Non-IFRS operating profit** | 152,729 | 143,203 | 191,886 | 237,811 | 280,656 |
| Non-IFRS profit attributable to equity holders of the Company | 123,788 | 115,649 | 157,688 | 222,703 | 259,626 |

## CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

**As at 31 December**

| | 2021 (RMB'Million) | 2022 (RMB'Million) | 2023 (RMB'Million) | 2024 (RMB'Million) | 2025 (RMB'Million) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| **Assets** | | | | | |
| Non-current assets | 1,127,552 | 1,012,142 | 1,058,800 | 1,284,815 | 1,443,526 |
| Current assets | 484,812 | 565,989 | 518,446 | 496,180 | 595,460 |
| **Total assets** | 1,612,364 | 1,578,131 | 1,577,246 | 1,780,995 | 2,038,986 |
| **Equity and liabilities** | | | | | |
| Equity attributable to equity holders of the Company | 806,299 | 721,391 | 808,591 | 973,548 | 1,154,152 |
| Non-controlling interests | 70,394 | 61,469 | 65,090 | 80,348 | 86,913 |
| **Total equity** | 876,693 | 782,860 | 873,681 | 1,053,896 | 1,241,065 |
| Non-current liabilities | 332,573 | 361,067 | 351,408 | 330,190 | 385,170 |
| Current liabilities | 403,098 | 434,204 | 352,157 | 396,909 | 412,751 |
| **Total liabilities** | 735,671 | 795,271 | 703,565 | 727,099 | 797,921 |
| **Total equity and liabilities** | 1,612,364 | 1,578,131 | 1,577,246 | 1,780,995 | 2,038,986 |

---

# Chairman’s Statement

I am pleased to present our annual report for the year ended 31 December 2025 to the shareholders.

## RESULTS

The Group’s audited profit attributable to equity holders of the Company for the year ended 31 December 2025 was RMB224,842 million, an increase of 16% compared with the results for the previous year. Basic and diluted EPS for the year ended 31 December 2025 were RMB24.749 and RMB24.153, respectively.

The Group’s non-IFRS profit attributable to equity holders of the Company for the year ended 31 December 2025 was RMB259,626 million, an increase of 17% compared with the results for the previous year. Non-IFRS basic and diluted EPS for the year ended 31 December 2025 were RMB28.577 and RMB27.877, respectively.

## OPERATING INFORMATION

| (in millions, unless specified) | As at 31 December 2025 | As at 31 December 2024 | Year-on-year change | As at 30 September 2025 | Quarter-on-quarter change |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Combined MAU of Weixin and WeChat | 1,418 | 1,385 | 2% | 1,414 | 0.3% |
| Mobile device MAU of QQ | 508 | 524 | -3% | 517 | -2% |
| Fee-based VAS subscriptions# # Average daily number of subscriptions during the quarter | 267 | 262 | 2% | 265 | 0.8% |

## BUSINESS REVIEW AND OUTLOOK

We sustained healthy growth rates in 2025, as AI capabilities improved our ad targeting and supported more engagement with our games, and as our cloud business delivered improving revenue growth and profit at scale. Our highly resilient and cash-generative core businesses provide us with the resources to fund our increasing investments in AI, including recruiting top-tier AI talent and upgrading our AI infrastructure. The increasing intelligence of our HY 3.0 large language model, and the utility of our AI products such as Yuanbao, WorkBuddy, and QClaw, are encouraging early signs that these investments will unlock new opportunities. People enjoy consuming and being entertained, and derive satisfaction from creating and being productive, and it is Tencent’s privilege to provide AI services that can enhance our users’ capabilities across these dimensions.

---

# Chairman’s Statement

Below are some highlights from our key products and services for 2025:

- We expanded our evergreen games¹ portfolio with the breakout success of Delta Force, and reinforced our existing evergreen games, such as Honour of Kings and Peacekeeper Elite. ¹ Evergreen games refer to domestic and international games surpassing average quarterly DAU of 5 million for mobile or 2 million for PC, and generating over RMB4 billion annual gross receipts
- Our International Games revenue surpassed USD10 billion in the year, driven by the sustained growth of our evergreen games and rapid expansion of our content-driven games.
- By deploying AI in games, we accelerated our content production, improved the user experience and enhanced our marketing efficiency.
- We upgraded our adtech foundation model and introduced automated campaign solution AIM+, delivering above-industry revenue growth in Marketing Services, while our ad load remained at a much lower level than peers’.
- Video Accounts’ total user time spent increased over 20% year-on-year, benefitting from upgraded content recommendation algorithms and enriched content ecosystem.
- We grew user engagement with Mini Shops, Mini Games and other content-related Mini Programs at rapid year-on-year rates, by strengthening Weixin’s commerce experience and content ecosystem.
- Tencent Video maintained its leading position in China’s long-form video market with year-on-year growth in video subscribers. Tencent Music extended its leading position in China’s music streaming market with year-on-year growth in ARPU and subscribers.
- Tencent Cloud achieved profit at scale due to increased enterprise demand for AI workloads, higher contributions from market-leading PaaS and SaaS products, and optimised supply chain.
- Through deepened cooperation with licensed financial institutions and prudent risk management, we sustained healthy revenue growth in FinTech.
- Leveraging our proprietary data and abundant use cases, our HY foundation models became industry leaders in multimodal capabilities including 3D, text-to-image and World models.
- We upgraded our team with top AI talent, built processes for improving foundation model intelligence in a systematic way, and deployed new AI capabilities in services including Yuanbao and Weixin.

---

# Chairman’s Statement

Below are some highlights of our sustainability initiatives for 2025:

- Our Giving for Good campaign promoted charity as part of everyday life, by leveraging our social network, digital tools and offline partners, users engaged in over 530 million philanthropic acts.
- Through our Xplorer Prize and New Cornerstone Investigator Program, which aim at helping scientists to pursue original breakthroughs in fundamental research, we have supported over 430 outstanding scientists.
- By improving energy efficiency, advancing our transition to green electricity and implementing supply chain decarbonisation initiatives, we are well on track to reach our carbon neutrality target by 2030.
- Our efforts in sustainability development were recognised with inclusion in major ESG indices, improvements in ESG ratings such as an MSCI rating upgrade from BBB to A, and ESG awards.

## DIVIDEND

The Board has recommended the payment of a final dividend of HKD5.30 per Share (2024: HKD4.50 per Share) for the year ended 31 December 2025, subject to the approval of the shareholders at the 2026 AGM. Such proposed dividend is expected to be payable on 1 June 2026 to the shareholders whose names appear on the register of members of the Company on 20 May 2026.

## APPRECIATION

On behalf of the Board, I would like to extend our sincere gratitude to our dedicated staff and management team for their unwavering commitment and invaluable contributions, which continue to drive the Company’s growth and resilience. I would also like to express our sincere appreciation to our shareholders and stakeholders for their steadfast support and confidence in the Company.

We remain firmly committed to our core principle of “Value for Users, Tech for Good” and continue to deliver meaningful impact through technology. Looking ahead, we will continue to leverage AI on innovation and long-term value creation for a more sustainable future for all.

**Ma Huateng**
*Chairman*

Hong Kong, 18 March 2026

---

# Management Discussion and Analysis

## YEAR ENDED 31 DECEMBER 2025 COMPARED TO YEAR ENDED 31 DECEMBER 2024

The following table sets forth the comparative figures for the years ended 31 December 2025 and 2024:

| (RMB in millions) | Year ended 31 December 2025 | Year ended 31 December 2024 |
| :--- | :---: | :---: |
| Revenues | **751,766** | 660,257 |
| Cost of revenues | **(329,173)** | (311,011) |
| **Gross profit** | **422,593** | 349,246 |
| Selling and marketing expenses | **(41,727)** | (36,388) |
| General and administrative expenses | **(136,127)** | (112,761) |
| Other gains/(losses), net | **(3,177)** | 8,002 |
| **Operating profit** | **241,562** | 208,099 |
| Net gains/(losses) from investments and others | **10,168** | 4,187 |
| Interest income | **16,909** | 16,004 |
| Finance costs | **(15,130)** | (11,981) |
| Share of profit/(loss) of associates and joint ventures, net | **23,740** | 25,176 |
| **Profit before income tax** | **277,249** | 241,485 |
| Income tax expense | **(47,448)** | (45,018) |
| **Profit for the year** | **229,801** | 196,467 |
| **Attributable to:** | | |
| Equity holders of the Company | **224,842** | 194,073 |
| Non-controlling interests | **4,959** | 2,394 |
| | **229,801** | 196,467 |
| **Non-IFRS operating profit** | **280,656** | 237,811 |
| **Non-IFRS profit attributable to equity holders of the Company** | **259,626** | 222,703 |

---

# Management Discussion and Analysis

**Revenues.** Revenues increased by 14% year-on-year to RMB751.8 billion for the year ended 31 December 2025. The following table sets forth revenues of the Group and its segments for the years ended 31 December 2025 and 2024.

| | Year ended 31 December | | | | |
| :--- | :---: | :---: | :---: | :---: | :---: |
| | **2025 Revenues** | **2024 Revenues** | **Year-on-year change** | **2025 % of total revenues** | **2024 % of total revenues** |
| **(RMB in millions, unless specified)** | | | | | |
| VAS | 369,281 | 319,168 | 16% | 49% | 49% |
| Marketing Services | 144,973 | 121,374 | 19% | 19% | 18% |
| FinTech and Business Services | 229,435 | 211,956 | 8% | 31% | 32% |
| Others | 8,077 | 7,759 | 4% | 1% | 1% |
| **The Group** | **751,766** | **660,257** | **14%** | **100%** | **100%** |

- Revenues from VAS increased by 16% year-on-year to RMB369.3 billion for the year ended 31 December 2025. Domestic Games revenues were RMB164.2 billion, up 18% year-on-year, underpinned by robust performance of recently released Delta Force, as well as higher revenues from evergreen games such as Honour of Kings and Peacekeeper Elite, and from VALORANT franchise (PC and mobile). International Games revenues were RMB77.4 billion, up 33% year-on-year (32% on a constant-currency basis), reflecting higher revenues from Supercell's games and PUBG MOBILE, as well as incremental revenue contribution from Wuthering Waves. Social Networks revenues rose by 5% year-on-year to RMB127.7 billion, due to growth in Video Accounts live streaming revenue, music subscription revenue and app-based game virtual item sales.

- Revenues from Marketing Services increased by 19% year-on-year to RMB145.0 billion for the year ended 31 December 2025, primarily driven by growth in pricing and ad impressions. Pricing benefitted from AI-powered ad targeting, advertisers using AI to create more ads, and an increasing proportion of closed-loop ads (where the user clicks through to native transactional experiences, such as Mini Programs, Mini Shops, or Mini Games). Impression growth benefitted primarily from greater user engagement with products including Video Accounts and Weixin Search, and modest increases in ad load. Advertising spending grew across most major industry categories during the year.

- Revenues from FinTech and Business Services grew by 8% year-on-year to RMB229.4 billion for the year ended 31 December 2025. FinTech Services revenues increased at a high single-digit rate year-on-year, due to higher revenues from wealth management services, consumer loan services, and commercial payment activities. Business Services revenues rose by a high-teens rate year-on-year, reflecting increased domestic and international demand for cloud services, including demand for AI-related services, as well as higher eCommerce technology service fees, underpinned by growth in Mini Shops GMV.

---

# Management Discussion and Analysis

**Gross profit.** Gross profit rose by 21% year-on-year to RMB422.6 billion for the year ended 31 December 2025, primarily driven by greater contributions from high-margin revenue streams, including internally developed games, Video Accounts and Weixin Search marketing services, and by enhanced cost efficiency in FinTech services and cloud services. Gross margin was 56%, up from 53% last year. The following table sets forth gross profit and gross margin of the Group and its segments for the years ended 31 December 2025 and 2024.

### Year ended 31 December
(RMB in millions, unless specified)

| | 2025 Gross profit | 2024 Gross profit | Year-on-year change | 2025 Gross margin | 2024 Gross margin |
| :--- | :---: | :---: | :---: | :---: | :---: |
| VAS | 222,296 | 181,657 | 22% | 60% | 57% |
| Marketing Services | 83,389 | 67,232 | 24% | 58% | 55% |
| FinTech and Business Services | 116,616 | 99,701 | 17% | 51% | 47% |
| Others | 292 | 656 | -55% | 4% | 8% |
| **The Group** | **422,593** | **349,246** | **21%** | **56%** | **53%** |

- Gross profit for VAS increased by 22% year-on-year to RMB222.3 billion, due to greater revenue contributions from internally developed games. Gross margin was 60%, up from 57% in the prior year.
- Gross profit for Marketing Services rose by 24% year-on-year to RMB83.4 billion, as AI-powered marketing services drove strong growth in high-margin revenue streams, particularly Video Accounts and Weixin Search. Gross margin improved to 58% from 55% in the previous year.
- Gross profit for FinTech and Business Services increased by 17% year-on-year to RMB116.6 billion, benefitting from growing scale of cloud services and improved revenue mix in FinTech services, alongside enhanced cost efficiency. Gross margin rose to 51% from 47% in the previous year.

---

# Management Discussion and Analysis

**Selling and marketing expenses.** Selling and marketing expenses grew by 15% year-on-year to RMB41.7 billion for the year ended 31 December 2025, reflecting increased promotional efforts to support the growth of our AI-native applications and games.

**General and administrative expenses.** General and administrative expenses rose by 21% year-on-year to RMB136.1 billion for the year ended 31 December 2025. This growth was due to increased R&D expenses, primarily higher staff costs and increased depreciation expenses driven by our AI investments, alongside a one-off share-based compensation expense of RMB4.0 billion related to restructuring of an existing commercial arrangement at an overseas subsidiary.

**Interest income.** Interest income increased by 6% year-on-year to RMB16.9 billion for the year ended 31 December 2025 due to growth in cash reserves.

**Finance costs.** Finance costs were RMB15.1 billion for the year ended 31 December 2025, compared with RMB12.0 billion in the prior year, mainly due to net foreign exchange losses recognised this year, versus net foreign exchange gains recorded last year.

**Share of profit/(loss) of associates and joint ventures, net.** We recorded share of profits of associates and joint ventures of RMB23.7 billion for the year ended 31 December 2025, compared with share of profits of RMB25.2 billion last year. Non-IFRS share of profits of associates and joint ventures rose to RMB33.5 billion, compared with RMB31.6 billion last year.

**Income tax expense.** Income tax expense increased by 5% year-on-year to RMB47.5 billion for the year ended 31 December 2025, mainly reflecting operating profit growth, partially offset by lower withholding tax provision recognised this year.

**Profit attributable to equity holders of the Company.** Profit attributable to equity holders of the Company increased by 16% year-on-year to RMB224.8 billion for the year ended 31 December 2025. Non-IFRS profit attributable to equity holders of the Company increased by 17% year-on-year to RMB259.6 billion.

---

# Management Discussion and Analysis

## FOURTH QUARTER OF 2025 COMPARED TO FOURTH QUARTER OF 2024

The following table sets forth the comparative figures for the fourth quarter of 2025 and the fourth quarter of 2024:

### Unaudited Three months ended

(RMB in millions)

| | 31 December 2025 | 31 December 2024 |
| :--- | :--- | :--- |
| Revenues | 194,371 | 172,446 |
| Cost of revenues | (86,082) | (81,793) |
| **Gross profit** | **108,289** | **90,653** |
| Selling and marketing expenses | (12,983) | (10,285) |
| General and administrative expenses | (36,283) | (31,403) |
| Other gains/(losses), net | 1,315 | 2,513 |
| **Operating profit** | **60,338** | **51,478** |
| Net gains/(losses) from investments and others | 3,303 | 1,119 |
| Interest income | 4,784 | 3,910 |
| Finance costs | (3,573) | (2,512) |
| Share of profit/(loss) of associates and joint ventures, net | 6,832 | 9,253 |
| **Profit before income tax** | **71,684** | **63,248** |
| Income tax expense | (12,595) | (11,781) |
| **Profit for the period** | **59,089** | **51,467** |
| **Attributable to:** | | |
| Equity holders of the Company | 58,260 | 51,324 |
| Non-controlling interests | 829 | 143 |
| | **59,089** | **51,467** |
| **Non-IFRS operating profit** | **69,518** | **59,475** |
| **Non-IFRS profit attributable to equity holders of the Company** | **64,694** | **55,312** |

---

# Management Discussion and Analysis

**Revenues.** Revenues increased by 13% year-on-year to RMB194.4 billion for the fourth quarter of 2025. The following table sets forth revenues of the Group and its segments for the fourth quarter of 2025 and the fourth quarter of 2024.

### Unaudited Three months ended

| | 31 December 2025 | 31 December 2024 | Year-on-year change | 31 December 2025 | 31 December 2024 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | **Revenues** | **Revenues** | | **% of total revenues** | **% of total revenues** |
| **(RMB in millions, unless specified)** | | | | | |
| VAS | 89,920 | 79,022 | 14% | 47% | 46% |
| Marketing Services | 41,116 | 35,004 | 17% | 21% | 20% |
| FinTech and Business Services | 60,818 | 56,125 | 8% | 31% | 33% |
| Others | 2,517 | 2,295 | 10% | 1% | 1% |
| **The Group** | **194,371** | **172,446** | **13%** | **100%** | **100%** |

- Revenues from VAS increased by 14% year-on-year to RMB89.9 billion for the fourth quarter of 2025. Domestic Games revenues were RMB38.2 billion, up 15% year-on-year, driven by Delta Force, increased revenues from VALORANT franchise (PC and mobile), as well as incremental revenue contribution from Wuthering Waves. International Games revenues were RMB21.1 billion, up 32% year-on-year (31% on a constant-currency basis), primarily due to higher revenues from Supercell's games and PUBG MOBILE, alongside incremental revenue contribution from Wuthering Waves. Social Networks revenues grew by 3% year-on-year to RMB30.6 billion, reflecting growth in Video Accounts live streaming revenue and music subscription revenue.

- Revenues from Marketing Services were RMB41.1 billion for the fourth quarter of 2025, up 17% year-on-year. Enhancements to AI-powered ad targeting and expansion of closed-loop marketing capabilities within the Weixin ecosystem boosted ad performance and pricing, and represented the main drivers of growth. Ad impressions increased slightly, due to greater user engagement and modest increases in ad load.

- Revenues from FinTech and Business Services increased by 8% year-on-year to RMB60.8 billion for the fourth quarter of 2025. FinTech Services revenue growth was mainly due to higher revenues from wealth management services and commercial payment activities. Business Services revenue growth accelerated to 22% year-on-year, reflecting higher cloud services revenues across domestic and international markets, including revenues for AI-related services, as well as higher eCommerce technology service fees, mainly arising from growth in Mini Shops GMV.

---

# Management Discussion and Analysis

**Gross profit.** Gross profit for the fourth quarter of 2025 grew by 19% year-on-year to RMB108.3 billion, primarily due to increased contributions from high-margin revenue streams, including internally developed games, Video Accounts and Weixin Search marketing services, as well as improved cost efficiency in FinTech services and cloud services. Gross margin was 56%, up from 53% in the same period last year. The following table sets forth gross profit and gross margin of the Group and its segments for the fourth quarter of 2025 and the fourth quarter of 2024.

**Unaudited**
**Three months ended**

| | 31 December 2025 | 31 December 2024 | Year-on-year change | 31 December 2025 | 31 December 2024 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | **Gross profit/(loss)** | **Gross profit/(loss)** | | **Gross margin** | **Gross margin** |
| | **(RMB in millions, unless specified)** | | | | |
| VAS | 53,539 | 44,157 | 21% | 60% | 56% |
| Marketing Services | 24,559 | 20,197 | 22% | 60% | 58% |
| FinTech and Business Services | 30,857 | 26,460 | 17% | 51% | 47% |
| Others | (666) | (161) | NM | (26%) | (7%) |
| **The Group** | **108,289** | **90,653** | **19%** | **56%** | **53%** |

- Gross profit for VAS grew by 21% year-on-year to RMB53.5 billion, primarily driven by increased contributions from internally developed games. Gross margin rose to 60%, up from 56% in the same period last year.

- Gross profit for Marketing Services was RMB24.6 billion, up 22% year-on-year, as AI-powered marketing services drove strong growth in high-margin revenue streams, particularly Video Accounts and Weixin Search. Gross margin was 60%, compared to 58% in the same period last year.

- Gross profit for FinTech and Business Services rose by 17% year-on-year to RMB30.9 billion, benefitting from growing scale of cloud services and improved revenue mix in FinTech services, alongside enhanced cost efficiency. Gross margin increased to 51% from 47% in the same period last year.

---

# Management Discussion and Analysis

**Selling and marketing expenses.** Selling and marketing expenses increased by 26% year-on-year to RMB13.0 billion in the fourth quarter of 2025, mainly due to greater promotional efforts to support the growth of our AI-native applications and games.

**General and administrative expenses.** General and administrative expenses rose by 16% year-on-year to RMB36.3 billion for the fourth quarter of 2025, primarily reflecting higher staff costs and increased depreciation expenses arising from our AI investments.

**Interest income.** Interest income increased by 22% year-on-year to RMB4.8 billion for the fourth quarter of 2025, driven in part by growth in cash reserves.

**Finance costs.** Finance costs were RMB3.6 billion for the fourth quarter of 2025, compared with RMB2.5 billion in the same quarter last year, primarily due to foreign exchange losses this quarter, versus foreign exchange gains in the same quarter last year.

**Share of profit/(loss) of associates and joint ventures, net.** We recorded share of profits of associates and joint ventures of RMB6.8 billion for the fourth quarter of 2025, compared to share of profits of RMB9.3 billion in the same period last year, with the decrease arising from two associates booking substantial non-recurring gains in the fourth quarter of 2024. Non-IFRS share of profits of associates and joint ventures was RMB9.1 billion, compared to share of profits of RMB7.7 billion in the same period last year, with the increase arising from improved performance of certain domestic associates due to operational efficiencies and business growth.

**Income tax expense.** Income tax expense rose by 7% year-on-year to RMB12.5 billion for the fourth quarter of 2025.

**Profit attributable to equity holders of the Company.** Profit attributable to equity holders of the Company increased by 14% year-on-year to RMB58.3 billion for the fourth quarter of 2025. Non-IFRS profit attributable to equity holders of the Company increased by 17% year-on-year to RMB64.7 billion.

---

# Management Discussion and Analysis

## FOURTH QUARTER OF 2025 COMPARED TO THIRD QUARTER OF 2025

The following table sets forth the comparative figures for the fourth quarter of 2025 and the third quarter of 2025:

| Unaudited | Three months ended 31 December 2025 | Three months ended 30 September 2025 |
| :--- | :---: | :---: |
| | (RMB in millions) | (RMB in millions) |
| Revenues | 194,371 | 192,869 |
| Cost of revenues | (86,082) | (84,071) |
| **Gross profit** | **108,289** | **108,798** |
| Selling and marketing expenses | (12,983) | (11,468) |
| General and administrative expenses | (36,283) | (34,259) |
| Other gains/(losses), net | 1,315 | 483 |
| **Operating profit** | **60,338** | **63,554** |
| Net gains/(losses) from investments and others | 3,303 | 2,820 |
| Interest income | 4,784 | 4,256 |
| Finance costs | (3,573) | (3,756) |
| Share of profit/(loss) of associates and joint ventures, net | 6,832 | 7,854 |
| **Profit before income tax** | **71,684** | **74,728** |
| Income tax expense | (12,595) | (9,785) |
| **Profit for the period** | **59,089** | **64,943** |
| **Attributable to:** | | |
| Equity holders of the Company | 58,260 | 63,133 |
| Non-controlling interests | 829 | 1,810 |
| | **59,089** | **64,943** |
| **Non-IFRS operating profit** | **69,518** | **72,570** |
| **Non-IFRS profit attributable to equity holders of the Company** | **64,694** | **70,551** |

---

# Management Discussion and Analysis

**Revenues.** Revenues for the fourth quarter of 2025 increased by 0.8% quarter-on-quarter to RMB194.4 billion.

- Revenues from VAS decreased by 6% quarter-on-quarter to RMB89.9 billion. Domestic Games revenues were RMB38.2 billion, down 11% quarter-on-quarter, primarily due to seasonally lower monetisation and revenues in the fourth quarter. International Games revenues were RMB21.1 billion, up 1% quarter-on-quarter. Social Networks revenues were RMB30.6 billion, down 5% quarter-on-quarter reflecting seasonally lower domestic app-based game revenues.

- Revenues from Marketing Services rose by 13% quarter-on-quarter to RMB41.1 billion, mainly driven by increased revenues from Video Accounts, Mini Programs and our mobile ad network, benefitting from ongoing improvements to our AI-powered advertising capabilities and positive seasonality.

- Revenues from FinTech and Business Services increased by 5% quarter-on-quarter to RMB60.8 billion, mainly due to higher revenues from cloud services and payment activities.

**Gross profit.** Gross profit was RMB108.3 billion for the fourth quarter of 2025, and gross margin was 56%, both remaining broadly stable quarter-on-quarter.

- Gross profit for VAS was RMB53.5 billion, down 9% quarter-on-quarter primarily due to seasonally lower revenues from Domestic Games. Gross margin was 60%, compared to 61% in the third quarter of 2025.

- Gross profit for Marketing Services increased by 20% quarter-on-quarter to RMB24.6 billion, driven by growth in high-margin revenues supported by AI-powered advertising capabilities and positive seasonality. Gross margin expanded to 60%, up from 57% in the third quarter of 2025.

- Gross profit for FinTech and Business Services increased by 6% quarter-on-quarter to RMB30.9 billion mainly driven by cloud services revenue growth. Gross margin was 51%, compared to 50% in the third quarter of 2025.

**Selling and marketing expenses.** Selling and marketing expenses rose by 13% quarter-on-quarter to RMB13.0 billion for the fourth quarter of 2025, mainly reflecting seasonally higher marketing spending related to games and eSports events.

---

# Management Discussion and Analysis

**General and administrative expenses.** General and administrative expenses increased by 6% quarter-on-quarter to RMB36.3 billion for the fourth quarter of 2025, driven by higher R&D expenses associated with our AI efforts and higher staff costs.

**Share of profit/(loss) of associates and joint ventures, net.** We recorded share of profits of associates and joint ventures of RMB6.8 billion for the fourth quarter of 2025, compared to share of profits of RMB7.8 billion for the previous quarter. Non-IFRS share of profits of associates and joint ventures was RMB9.1 billion for the fourth quarter of 2025, compared to share of profits of RMB10.3 billion for the previous quarter.

**Profit attributable to equity holders of the Company.** Profit attributable to equity holders of the Company decreased by 8% quarter-on-quarter to RMB58.3 billion for the fourth quarter of 2025. Non-IFRS profit attributable to equity holders of the Company decreased by 8% quarter-on-quarter to RMB64.7 billion.

## OTHER FINANCIAL INFORMATION

**Unaudited**
(RMB in millions, unless specified)

| | Three months ended 31 December 2025 | Three months ended 30 September 2025 | Three months ended 31 December 2024 | Year ended 31 December 2025 | Year ended 31 December 2024 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| **EBITDA (a)** | 77,126 | 80,357 | 63,917 | 310,767 | 256,310 |
| **Adjusted EBITDA (a)** | 83,048 | 86,698 | 69,579 | 336,427 | 277,012 |
| **Adjusted EBITDA margin (b)** | 43% | 45% | 40% | 45% | 42% |
| **Interest and related expenses** | 3,323 | 3,206 | 3,340 | 13,456 | 12,447 |
| **Net cash (c)** | 107,145 | 102,422 | 76,798 | 107,145 | 76,798 |
| **Capital expenditures (d)** | 19,632 | 12,983 | 36,578 | 79,198 | 76,760 |

**Note:**

(a) EBITDA is calculated as operating profit minus other gains/(losses), net, and adding back depreciation of property, plant and equipment, investment properties as well as right-of-use assets, and amortisation of intangible assets and land use rights. Adjusted EBITDA is calculated as EBITDA plus equity-settled share-based compensation expenses.
(b) Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues.
(c) Net cash represents period end balance and is calculated as cash and cash equivalents, plus term deposits and others, including highly liquid investment products held for treasury purposes, minus borrowings and notes payable.
(d) Capital expenditures primarily consist of investments in IT infrastructure (including computer equipment, components, and software), data centres, land use rights, office premises and intellectual properties (excluding media content).

---

# Management Discussion and Analysis

The following table reconciles our operating profit to our EBITDA and Adjusted EBITDA for the periods presented:

### Unaudited

| (RMB in millions, unless specified) | Three months ended 31 December 2025 | Three months ended 30 September 2025 | Three months ended 31 December 2024 | Year ended 31 December 2025 | Year ended 31 December 2024 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Operating profit | 60,338 | 63,554 | 51,478 | 241,562 | 208,099 |
| **Adjustments:** | | | | | |
| Other (gains)/losses, net | (1,315) | (483) | (2,513) | 3,177 | (8,002) |
| Depreciation of property, plant and equipment and investment properties | 7,912 | 7,297 | 5,811 | 26,580 | 21,141 |
| Depreciation of right-of-use assets | 1,638 | 1,511 | 1,595 | 6,219 | 6,191 |
| Amortisation of intangible assets and land use rights | 8,553 | 8,478 | 7,546 | 33,229 | 28,881 |
| **EBITDA** | **77,126** | **80,357** | **63,917** | **310,767** | **256,310** |
| Equity-settled share-based compensation | 5,922 | 6,341 | 5,662 | 25,660 | 20,702 |
| **Adjusted EBITDA** | **83,048** | **86,698** | **69,579** | **336,427** | **277,012** |

---

# Management Discussion and Analysis

## NON-IFRS FINANCIAL MEASURES

To supplement the consolidated results of the Group prepared in accordance with IFRS, certain additional non-IFRS financial measures (in terms of operating profit, operating margin, profit for the period, profit attributable to equity holders of the Company, basic EPS and diluted EPS) have been presented in this annual report. These unaudited **non-IFRS financial measures** should be considered in addition to, not as a substitute for, measures of the Group’s financial performance prepared in accordance with IFRS. In addition, these non-IFRS financial measures may be defined differently from similar terms used by other companies.

**The Company’s management believes** that the non-IFRS financial measures provide investors with useful supplementary information to assess the performance of the Group’s core operations by excluding certain non-cash items and certain impact of investment-related transactions. In addition, non-IFRS adjustments include relevant non-IFRS adjustments for the Group’s major associates based on available published financials of the relevant major associates, or estimates made by the Company’s management based on available information, certain expectations, assumptions and premises.

**The following tables set forth the reconciliations** of the Group’s non-IFRS financial measures for the fourth quarter of 2025 and 2024, the third quarter of 2025, as well as the years ended 31 December 2025 and 2024 to the nearest measures prepared in accordance with IFRS:

### Unaudited three months ended 31 December 2025

| (RMB in millions, unless specified) | As reported | Share-based compensation (a) | Net (gains)/ losses from investee companies (b) | Amortisation of intangible assets (c) | Impairment provisions/ (reversals) (d) | SSV & CPP (e) | Income tax effects (g) | Non-IFRS |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| **Operating profit** | 60,338 | 7,210 | - | 1,594 | - | 376 | - | 69,518 |
| **Share of profit/(loss) of associates and joint ventures, net** | 6,832 | 773 | (26) | 1,522 | 46 | - | - | 9,147 |
| **Profit for the period** | 59,089 | 7,983 | (7,479) | 3,116 | 3,617 | 1,338 | (953) | 66,711 |
| **Profit attributable to equity holders** | 58,260 | 7,902 | (7,515) | 2,793 | 2,812 | 1,338 | (896) | 64,694 |
| **EPS (RMB per share)** | | | | | | | | |
| - basic | 6.433 | | | | | | | 7.144 |
| - diluted | 6.276 | | | | | | | 6.966 |
| **Operating margin** | 31% | | | | | | | 36% |

---

# Management Discussion and Analysis

## Unaudited three months ended 30 September 2025

(RMB in millions, unless specified)

| | As reported | Share-based compensation (a) | Net (gains)/ losses from investee companies (b) | Amortisation of intangible assets (c) | Impairment provisions/ (reversals) (d) | SSV & CPP (e) | Others (f) | Income tax effects (g) | Non-IFRS |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Operating profit** | 63,554 | 7,188 | – | 1,622 | – | 206 | – | – | 72,570 |
| **Share of profit/(loss) of associates and joint ventures, net** | 7,854 | 909 | (555) | 1,755 | (1) | – | 360 | – | 10,322 |
| **Profit for the period** | 64,943 | 8,097 | 1,703 | 3,377 | (4,798) | 321 | 360 | (1,207) | 72,796 |
| **Profit attributable to equity holders** | 63,133 | 7,905 | 1,730 | 3,003 | (4,805) | 321 | 360 | (1,096) | 70,551 |
| **EPS (RMB per share)** | | | | | | | | | |
| – basic | 6.952 | | | | | | | | 7.769 |
| – diluted | 6.779 | | | | | | | | 7.575 |
| **Operating margin** | 33% | | | | | | | | 38% |

## Unaudited three months ended 31 December 2024

(RMB in millions, unless specified)

| | As reported | Share-based compensation (a) | Net (gains)/ losses from investee companies (b) | Amortisation of intangible assets (c) | Impairment provisions/ (reversals) (d) | SSV & CPP (e) | Income tax effects (g) | Non-IFRS |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Operating profit** | 51,478 | 6,140 | – | 1,416 | – | 441 | – | 59,475 |
| **Share of profit/(loss) of associates and joint ventures, net** | 9,253 | 1,003 | (3,799) | 1,176 | 116 | – | – | 7,749 |
| **Profit for the period** | 51,467 | 7,143 | (6,888) | 2,592 | 1,760 | 1,109 | (706) | 56,477 |
| **Profit attributable to equity holders** | 51,324 | 7,034 | (6,931) | 2,396 | 1,037 | 1,109 | (657) | 55,312 |
| **EPS (RMB per share)** | | | | | | | | |
| – basic | 5.597 | | | | | | | 6.032 |
| – diluted | 5.485 | | | | | | | 5.909 |
| **Operating margin** | 30% | | | | | | | 34% |

---

# Management Discussion and Analysis

## Year ended 31 December 2025

(RMB in millions, unless specified)

| | As reported | Share-based compensation (a) | Net (gains)/ losses from investee companies (b) | Amortisation of intangible assets (c) | Impairment provisions/ (reversals) (d) | SSV & CPP (e) | Others (f) | Income tax effects (g) | Non-IFRS |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Operating profit** | 241,562 | 31,859 | – | 6,345 | – | 890 | – | – | 280,656 |
| **Share of profit/(loss) of associates and joint ventures, net** | 23,740 | 3,553 | (1,268) | 6,534 | 538 | – | 360 | – | 33,457 |
| **Profit for the year** | 229,801 | 35,412 | (8,203) | 12,879 | (2,242) | 2,570 | 360 | (3,612) | 266,965 |
| **Profit attributable to equity holders** | 224,842 | 34,711 | (7,896) | 11,498 | (3,117) | 2,570 | 360 | (3,342) | 259,626 |
| **EPS (RMB per share)** | | | | | | | | | |
| – basic | 24.749 | | | | | | | | 28.577 |
| – diluted | 24.153 | | | | | | | | 27.877 |
| **Operating margin** | 32% | | | | | | | | 37% |

## Year ended 31 December 2024

(RMB in millions, unless specified)

| | As reported | Share-based compensation (a) | Net (gains)/ losses from investee companies (b) | Amortisation of intangible assets (c) | Impairment provisions/ (reversals) (d) | SSV & CPP (e) | Others (f) | Income tax effects (g) | Non-IFRS |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Operating profit** | 208,099 | 23,424 | – | 5,294 | – | 991 | 3 | – | 237,811 |
| **Share of profit/(loss) of associates and joint ventures, net** | 25,176 | 4,423 | (4,289) | 5,478 | 847 | – | – | – | 31,635 |
| **Profit for the year** | 196,467 | 27,847 | (18,646) | 10,772 | 10,636 | 2,570 | 3 | (2,455) | 227,194 |
| **Profit attributable to equity holders** | 194,073 | 27,230 | (18,770) | 9,994 | 9,836 | 2,570 | 3 | (2,233) | 222,703 |
| **EPS (RMB per share)** | | | | | | | | | |
| – basic | 20.938 | | | | | | | | 24.027 |
| – diluted | 20.486 | | | | | | | | 23.505 |
| **Operating margin** | 32% | | | | | | | | 36% |

---

# Management Discussion and Analysis

**Note:**

(a) Including put options granted to employees of investee companies on their shares and shares to be issued under investee companies' share-based incentive plans which can be acquired by the Group, and other incentives
(b) Including net (gains)/losses on deemed disposals/disposals of investee companies, fair value changes arising from investee companies, and other expenses in relation to equity transactions of investee companies
(c) Amortisation of intangible assets resulting from acquisitions
(d) Mainly including impairment provisions/(reversals) for associates, joint ventures, goodwill and other intangible assets arising from acquisitions
(e) Mainly including donations and expenses incurred for the Group's SSV & CPP initiatives
(f) Primarily non-recurring compliance-related costs and expenses incurred for certain litigation settlements of the Group and/or arising from investee companies
(g) Income tax effects of non-IFRS adjustments

## INVESTMENTS HELD

As at 31 December 2025, our investment portfolio amounted to approximately RMB957,219 million (31 December 2024: RMB817,687 million) as recorded in the consolidated statement of financial position under various categories including:

- investments in associates and joint ventures which are accounted for by using equity method; and
- financial assets at fair value through profit or loss and through other comprehensive income.

Changes in respective items in the consolidated statement of financial position have been disclosed in the notes to the consolidated financial statements in this annual report.

We manage our investment portfolio with a primary objective to strengthen our leading position in core businesses and complement our "Connection" strategy in various industries, particularly in social and digital content, retail and FinTech sectors. We also invest in healthcare, cloud and AI, transportation and other sectors.

---

# Management Discussion and Analysis

The fair value of our shareholdings² (² Including those held via special purpose vehicles, on an attributable basis) in listed investee companies (excluding subsidiaries) amounted to RMB672.7 billion as at 31 December 2025 (31 December 2024: RMB569.8 billion), and the carrying book value of our shareholdings in unlisted investee companies (excluding subsidiaries) amounted to RMB363.1 billion as at 31 December 2025 (31 December 2024: RMB335.6 billion). None of the carrying value of any of our investments (including listed equity investments) constituted 5% or more of our total assets as at 31 December 2025.

There were no material changes in our significant investment portfolio during the year ended 31 December 2025 that need to be disclosed under paragraph 32 of Appendix D2 to the Listing Rules.

Return from our investment portfolio amounted to RMB29,738 million for the year ended 31 December 2025, with an increase of 13% compared to last year. Details of our return from investment portfolio are as follows:

| Performance of Principal Investment (Classified by nature) | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| Dividend income | 1,797 | 715 |
| Net gains on disposals and deemed disposals of investee companies | 4,942 | 12,810 |
| Net fair value gains | 2,824 | 2,621 |
| Impairment reversals/(provisions) for investee companies, goodwill and other intangible assets from acquisitions, net | 2,780 | (9,789) |
| Share of profit/(loss) of associates and joint ventures, net | 23,740 | 25,176 |
| Amortisation of intangible assets resulting from acquisitions | (6,345) | (5,294) |

We continue to closely monitor the performance of our investment portfolio, strategically make investments, and explore opportunities in monetising some of the existing investments if appropriate opportunities in the market arise.

---

# Management Discussion and Analysis

## LIQUIDITY AND FINANCIAL RESOURCES

Our cash and debt positions as at 31 December 2025 and 30 September 2025 were as follows:

| (RMB in millions) | Audited 31 December 2025 | Unaudited 30 September 2025 |
| :--- | :---: | :---: |
| Cash and cash equivalents | 141,041 | 159,982 |
| Term deposits and others | 353,837 | 333,366 |
| Borrowings | (250,987) | (252,889) |
| Notes payable | (136,746) | (138,037) |
| **Net cash** | **107,145** | **102,422** |

As at 31 December 2025, the Group had net cash of RMB107.1 billion, compared to net cash of RMB102.4 billion as at 30 September 2025. The sequential increase in net cash was mainly due to free cash flow generation, partially offset by share repurchases of RMB19.6 billion and net cash outflow of RMB6.9 billion primarily related to investments in other corporations.

Free cash flow for the fourth quarter of 2025 was RMB34.0 billion, reflecting net cash generated from operating activities of RMB66.5 billion, partially offset by payments for capital expenditures of RMB22.4 billion (primarily to support our AI efforts), as well as payments for media content of RMB8.1 billion and lease liabilities of RMB2.0 billion.

As at 31 December 2025, bank balances and cash of the Group were mainly denominated in RMB and USD. The Group considers that any reasonable changes in foreign exchange rates of currencies against major functional currencies would not result in a significant change in the Group’s results, as the net carrying amounts of financial assets and liabilities denominated in a currency other than the respective subsidiaries’ functional currencies are considered to be not significant. Details are set out in Note 4.1 to the consolidated financial statements.

---

# Management Discussion and Analysis

As at 31 December 2025, the Group's total debts comprised borrowings and notes payable. Particulars of the Group's borrowings and notes payable are set out in Note 36 and Note 37 to the consolidated financial statements respectively.

As at 31 December 2025, the Group held some floating rate borrowings, whose cash flows are hedged by using interest rate swaps. The effects of the interest rate swaps on the Group's financial position and performance are set out in Note 4.1 to the consolidated financial statements.

The Group assesses its creditworthiness based on its business and financial risk profile and monitors its capital by regularly reviewing its total debts to Adjusted EBITDA ratio, being the measure of the Group's ability to pay off all of its debts which in turn reflects the Group's financial health and liquidity position. Details are set out in Note 4.2 to the consolidated financial statements.

The Group had no material contingent liabilities outstanding as at 31 December 2025.

## CHARGES

As at 31 December 2025, the Group's equity interests in an investee company at a carrying amount of approximately RMB3.3 billion were charged to a bank syndicate (as part of the collateral) against a loan extended to such investee company.

As at 31 December 2025, the Group's partial equity interests in an investee company, with a total carrying amount of approximately RMB139 million, were charged to an investment bank as security for obligations under derivative transactions entered into with the bank.

As at 31 December 2025, a subsidiary of the Group had pledged certain other receivables amounting to approximately RMB3 million in total to secure a business contract with a supplier.

---

# Directors' Report

The directors of the Company have pleasure in presenting their report together with the audited financial statements for the year ended 31 December 2025.

## PRINCIPAL ACTIVITIES

The principal activity of the Company is investment holding. The activities of the material subsidiaries are set out in Note 48 to the consolidated financial statements.

The analysis of the Group's revenues and contribution to results by business segments and the Group's revenues by geographical area of operations is set out in Note 6 to the consolidated financial statements.

## RESULTS AND APPROPRIATIONS

The results of the Group for the year are set out in the consolidated statement of comprehensive income on page 130 of this annual report.

The Board has recommended the payment of a final dividend of HKD5.30 per Share for the year ended 31 December 2025. The dividend is expected to be payable on 1 June 2026 to the shareholders whose names appear on the register of members of the Company on 20 May 2026. The total final dividend proposed for the year is HKD5.30 per Share.

## RESERVES

The Company may pay dividends out of share premium, retained earnings and any other reserves provided that immediately following the payment of such dividends, the Company will be in a position to pay off its debts as they fall due in the ordinary course of business.

As at 31 December 2025, the Company had distributable reserves amounting to RMB167,873 million (2024: RMB125,310 million).

Details of the movements in the reserves of the Group and the Company during the year are set out in the consolidated statement of changes in equity on pages 134 to 137, Note 33, Note 34 and Note 46 to the consolidated financial statements respectively.

---

# Directors’ Report

## PROPERTY, PLANT AND EQUIPMENT

Details of the movements in property, plant and equipment of the Group during the year are set out in Note 17 to the consolidated financial statements.

## BUSINESS REVIEW AND DIVIDEND

A fair review of the business of the Group, comprising a discussion and analysis of the Group’s performance during the year, an indication of likely future development in the business of the Group and the proposed dividend for the year ended 31 December 2025 are set out in the “Chairman’s Statement” on pages 4 to 6 of this annual report. Particulars of material events affecting the Group that have occurred since the end of the financial year 2025 are set out in Note 47 to the consolidated financial statements. An analysis using financial key performance indicators is set out in the “Management Discussion and Analysis” on pages 7 to 25 of this annual report. Discussions on the Group’s environmental policies and performance, and an account of the Group’s key relationships with its stakeholders are set out in the standalone “Environmental, Social and Governance Report 2025”. Details regarding the Group’s compliance with the relevant laws and regulations which have a significant impact on the Group are also set out in the standalone “Environmental, Social and Governance Report 2025” and the “Corporate Governance Report” on pages 82 to 119 of this annual report. A description of the principal risks and uncertainties facing the Group is set out in the “Corporate Governance Report” on pages 82 to 119 of this annual report.

## SHARE CAPITAL

Details of the movements in the share capital of the Company during the year are set out in Note 33 to the consolidated financial statements.

## SUBSIDIARIES

Particulars of the Company’s material subsidiaries as at 31 December 2025 are set out in Note 48 to the consolidated financial statements.

## BORROWINGS AND NOTES PAYABLE

Particulars of the Group’s borrowings and notes payable are set out in Note 36 and Note 37 to the consolidated financial statements respectively.

---

# Directors’ Report

## DONATION

The donations made by the Group in the year were RMB2,260 million.

## FINANCIAL SUMMARY

A summary of the condensed consolidated results and financial positions of the Group is set out on page 3 of this annual report.

## PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

During the year ended 31 December 2025, the Company repurchased a total of 153,415,000 Shares on the Stock Exchange for an aggregate consideration of approximately HKD80.0 billion before expenses. The repurchased Shares were subsequently cancelled. The repurchase was effected for the enhancement of shareholder value in the long term. Details of the Shares repurchased are as follows:

| Month of purchase in 2025 | No. of Shares purchased | Highest price paid HKD | Lowest price paid HKD | Aggregate consideration paid HKD |
| :--- | :--- | :--- | :--- | :--- |
| January | 37,060,000 | 424.60 | 364.80 | 14,117,031,503.00 |
| March | 5,924,000 | 517.50 | 495.00 | 3,003,627,164.10 |
| April | 8,430,000 | 510.50 | 419.60 | 3,905,420,932.80 |
| May | 9,784,000 | 524.00 | 496.20 | 5,004,217,423.60 |
| June | 20,669,000 | 520.50 | 490.00 | 10,509,720,949.40 |
| July | 7,017,000 | 508.00 | 493.00 | 3,502,921,791.30 |
| August | 9,191,000 | 620.00 | 583.00 | 5,506,079,135.80 |
| September | 19,152,000 | 666.50 | 591.00 | 12,112,814,316.40 |
| October | 4,916,000 | 683.00 | 648.00 | 3,302,995,965.60 |
| November | 9,232,000 | 640.50 | 606.50 | 5,721,148,388.80 |
| December | 22,040,000 | 625.50 | 592.50 | 13,350,322,007.40 |
| **Total:** | **153,415,000** | | | **80,036,299,578.20** |

Save as disclosed above and in Note 33 to the consolidated financial statements, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the year ended 31 December 2025.

---

# USE OF PROCEEDS FROM FPO OF A NON WHOLLY-OWNED SUBSIDIARY

The use of proceeds from the FPO of HUYA, our non wholly-owned subsidiary, is set out below:

## HUYA

In April 2019, HUYA launched its FPO of 18,400,000 American depositary shares (“ADS”) representing 18,400,000 of its Class A ordinary shares (including 13,600,000 ADSs sold by HUYA and 4,800,000 ADSs sold by the selling shareholder) at a public offering price of USD24.00 per ADS. The net proceeds from the FPO amounted to approximately USD313.8 million and are intended to be applied in accordance with the proposed application as set out in the FPO prospectus of HUYA dated 10 April 2019. Up to 31 December 2025, USD268.8 million of the net proceeds from the FPO were utilised according to the intentions previously disclosed by HUYA. Details of the use of proceeds are as follows:

|  | Intended use of proceeds from the FPO USD’Million | Actual amount utilised during the year ended 31 December 2025 USD’Million | Unutilised amount as at 31 December 2025 USD’Million | Expected timeline for utilising the unutilised amount |
| :--- | :---: | :---: | :---: | :--- |
| Investment in content ecosystem and eSports partners to expand content genres and improve content quality | 94.1 to 125.5 | 10.9 | up to 13.3 | Before the end of 2027 |
| Research and development to strengthen technologies and products | 78.5 to 94.1 | 3.2 | up to 68.5 | Before the end of 2027 |
| Overseas expansion opportunities and potential strategic investments and merger and acquisition opportunities | 31.4 to 47.1 | 22.3 | up to 13.6 | Before the end of 2027 |
| Expanding and enhancing product and service offerings | 15.7 to 31.4 | 4.5 | up to 10.4 | Before the end of 2027 |
| General corporate purposes | 15.7 to 94.1 | 12.6 | up to 17.7 | Before the end of 2027 |

As at 31 December 2025, the remaining USD45.0 million of the net proceeds from the FPO was placed with banks.

---

# Directors' Report

## SHARE OPTION SCHEME

The Company had one share option scheme which remained valid and effective during the year ended 31 December 2025, namely, the 2023 Share Option Scheme. The Board may, at its discretion, grant options to any qualifying participant to subscribe for Shares, subject to the terms and conditions stipulated therein. The exercise price must be in compliance with the requirements under the Listing Rules. In addition, the option vesting period is determined by the Board provided that it is not later than the last day of a 10-year period after the date of grant of options.

Save for the 2023 Share Option Scheme, the Company did not have any outstanding share options exercisable under any share option scheme during the year ended and as at 31 December 2025.

The total number of options available for grant under the scheme mandate of the 2023 Share Option Scheme as at 1 January 2025 and 31 December 2025 were 262,443,505 and 255,165,461, respectively. The total number of options available for grant under the Service Providers sub-limit of the 2023 Share Option Scheme as at 1 January 2025 and 31 December 2025 were both 958,794.

As at 31 December 2025, no director of the Company was holding any outstanding share options under the 2023 Share Option Scheme.

---

# Directors’ Report

Details of movements of share options granted to the Employee Participants during the year ended 31 December 2025 are as follows:

| Date of grant | As at 1 January 2025 | Granted during the year (Notes 16, 17 and 18) | Exercised during the year (Note 15) | Lapsed/ forfeited during the year | As at 31 December 2025 | Exercise price HKD | Exercise period/ Performance targets (Note 22) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 16 Jan 2018 | 15 | – | – | 15 | – | 387.16 | 16 Jan 2019 to 15 Jan 2025 (Note 2) |
| 9 Apr 2018 | 1,483,155 | – | 1,483,070 | 85 | – | 358.11 | 9 Apr 2019 to 8 Apr 2025 (Note 1) |
| 9 Apr 2018 | 170,555 | – | 170,555 | – | – | 358.11 | 9 Apr 2019 to 8 Apr 2025 (Note 2) |
| 9 Apr 2018 | 14,323,660 | – | 14,323,660 | – | – | 358.11 | 9 Apr 2019 to 8 Apr 2025 (Note 3) |
| 9 Apr 2018 | 4,804,560 | – | 4,804,560 | – | – | 357.86 | |
| 22 Jun 2018 | 13,055 | – | 13,055 | – | – | 348.04 | 22 Jun 2019 to 21 Jun 2025 (Note 1) |
| 22 Jun 2018 | 70,525 | – | 70,525 | – | – | 348.04 | 22 Jun 2019 to 21 Jun 2025 (Note 2) |
| 6 Jul 2018 | 1,706,346 | – | 1,706,346 | – | – | 332.87 | 6 Jul 2019 to 5 Jul 2025 (Note 3) |
| 6 Jul 2018 | 773,703 | – | 772,093 | 1,610 | – | 332.47 | |
| 6 Jul 2018 | 647 | – | 647 | – | – | 332.87 | 6 Jul 2021 to 5 Jul 2025 (Note 5) |
| 6 Jul 2018 | 3,008 | – | 3,008 | – | – | 332.47 | |
| 6 Jul 2018 | 2,833 | – | 2,833 | – | – | 331.57 | |
| 6 Jul 2018 | 4,534 | – | 4,534 | – | – | 331.40 | |
| 24 Aug 2018 | 7,900 | – | 7,900 | – | – | 302.78 | 24 Aug 2019 to 23 Aug 2025 (Note 2) |
| 4 Apr 2019 | 160,240 | – | 47,740 | – | 112,500 | 321.04 | 4 Apr 2020 to 3 Apr 2026 (Note 1) |
| 4 Apr 2019 | 2,894,848 | – | 2,767,903 | – | 126,945 | 321.04 | 4 Apr 2020 to 3 Apr 2026 (Note 3) |
| 4 Apr 2019 | 1,447,425 | – | 1,320,480 | – | 126,945 | 320.78 | |
| 4 Apr 2019 | 1,447,427 | – | 1,279,759 | – | 167,668 | 320.45 | |
| 4 Apr 2019 | 17,500,000 | – | 5,916,667 | – | 11,583,333 | 320.01 | 4 Apr 2024 to 3 Apr 2026 (Note 6) |
| 8 Jul 2019 | 609,987 | – | 231,051 | 4 | 378,932 | 306.21 | 8 Jul 2020 to 7 Jul 2026 (Note 3) |
| 8 Jul 2019 | 392,111 | – | 160,229 | 3 | 231,879 | 305.79 | |
| 8 Jul 2019 | 395,896 | – | 150,201 | 8,842 | 236,853 | 304.61 | |

---

# Directors’ Report

| Date of grant | Number of share options: As at 1 January 2025 | Number of share options: Granted during the year (Notes 16, 17 and 18) | Number of share options: Exercised during the year (Note 15) | Number of share options: Lapsed/ forfeited during the year | Number of share options: As at 31 December 2025 | Exercise price HKD | Exercise period/ Performance targets (Note 22) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 8 Jul 2019 | 2,545 | – | 1,279 | – | 1,266 | 306.21 | 8 Jul 2021 to 7 Jul 2026 (Note 4) |
| 8 Jul 2019 | 2,546 | – | 280 | – | 2,266 | 305.79 | 8 Jul 2021 to 7 Jul 2026 (Note 4) |
| 8 Jul 2019 | 313 | – | 280 | – | 33 | 304.61 | 8 Jul 2021 to 7 Jul 2026 (Note 4) |
| 8 Jul 2019 | 281 | – | 281 | – | – | 301.46 | 8 Jul 2021 to 7 Jul 2026 (Note 4) |
| 23 Aug 2019 | 9,870 | – | 9,870 | – | – | 288.46 | 15 Aug 2020 to 22 Aug 2026 (Note 10) |
| 23 Aug 2019 | 43,732 | – | – | – | 43,732 | 288.89 | 15 Aug 2020 to 22 Aug 2026 (Note 7) |
| 23 Aug 2019 | 21,866 | – | – | – | 21,866 | 288.46 | 15 Aug 2020 to 22 Aug 2026 (Note 7) |
| 23 Aug 2019 | 46,236 | – | 24,369 | – | 21,867 | 287.49 | 15 Aug 2020 to 22 Aug 2026 (Note 7) |
| 8 Jan 2020 | 74,340 | – | 47,170 | – | 27,170 | 330.89 | 15 Dec 2020 to 7 Jan 2027 (Note 10) |
| 8 Jan 2020 | 37,170 | – | – | – | 37,170 | 329.92 | 15 Dec 2020 to 7 Jan 2027 (Note 10) |
| 20 Mar 2020 | 89,127 | – | 14,299 | 789 | 74,039 | 305.66 | 21 Jan 2021 to 19 Mar 2027 (Note 9) |
| 20 Mar 2020 | 173,852 | – | 16,494 | 790 | 156,568 | 305.64 | 21 Jan 2021 to 19 Mar 2027 (Note 9) |
| 20 Mar 2020 | 1,697,498 | – | – | – | 1,697,498 | 305.66 | 20 Mar 2021 to 19 Mar 2027 (Note 8) |
| 20 Mar 2020 | 1,697,500 | – | – | – | 1,697,500 | 305.49 | 20 Mar 2021 to 19 Mar 2027 (Note 8) |
| 20 Mar 2020 | 1,697,500 | – | – | – | 1,697,500 | 304.23 | 20 Mar 2021 to 19 Mar 2027 (Note 8) |
| 20 Mar 2020 | 1,697,502 | – | – | – | 1,697,502 | 303.74 | 20 Mar 2021 to 19 Mar 2027 (Note 8) |
| 10 Jul 2020 | 272,643 | – | 58,494 | 771 | 213,378 | 472.04 | 5 Jul 2021 to 9 Jul 2027 (Note 8) |
| 10 Jul 2020 | 285,536 | – | 58,455 | 772 | 226,309 | 471.92 | 5 Jul 2021 to 9 Jul 2027 (Note 8) |
| 10 Jul 2020 | 285,385 | – | 57,528 | 772 | 227,085 | 470.14 | 5 Jul 2021 to 9 Jul 2027 (Note 8) |
| 10 Jul 2020 | 275,449 | – | 52,248 | 773 | 222,428 | 469.87 | 5 Jul 2021 to 9 Jul 2027 (Note 8) |
| 10 Jul 2020 | 876 | – | – | 876 | – | 471.92 | 5 Jul 2022 to 9 Jul 2027 (Note 8) |
| 10 Jul 2020 | 877 | – | – | 877 | – | 470.14 | 5 Jul 2022 to 9 Jul 2027 (Note 8) |
| 10 Jul 2020 | 877 | – | – | 877 | – | 469.87 | 5 Jul 2022 to 9 Jul 2027 (Note 8) |
| 21 Aug 2020 | 3,511 | – | 2,205 | – | 1,306 | 444.32 | 15 Aug 2021 to 20 Aug 2027 (Note 10) |
| 21 Aug 2020 | 3,512 | – | 2,205 | – | 1,307 | 444.01 | 15 Aug 2021 to 20 Aug 2027 (Note 10) |
| 21 Aug 2020 | 3,512 | – | 2,205 | – | 1,307 | 443.08 | 15 Aug 2021 to 20 Aug 2027 (Note 10) |

---

# Directors’ Report

### Number of share options

| Date of grant | As at 1 January 2025 | Granted during the year (Notes 16, 17 and 18) | Exercised during the year (Note 15) | Lapsed/ forfeited during the year | As at 31 December 2025 | Exercise price HKD | Exercise period/ Performance targets (Note 22) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 21 Aug 2020 | 239 | – | 239 | – | – | 444.32 | 15 Aug 2021 to 20 Aug 2027 (Note 8) |
| | 240 | – | 240 | – | – | 444.01 | |
| | 240 | – | 240 | – | – | 443.08 | |
| | 240 | – | 240 | – | – | 442.82 | |
| 23 Nov 2020 | 46,501 | – | 38,992 | – | 7,509 | 511.83 | 15 Oct 2021 to 22 Nov 2027 (Note 9) |
| | 7,510 | – | – | – | 7,510 | 511.59 | |
| 23 Nov 2020 | 2,951 | – | – | 2,951 | – | 511.83 | 15 Oct 2021 to 22 Nov 2027 (Note 10) |
| | 2,952 | – | – | 2,952 | – | 511.59 | |
| | 2,952 | – | – | 2,952 | – | 510.71 | |
| 23 Nov 2020 | 4,206 | – | – | – | 4,206 | 511.83 | 15 Nov 2021 to 22 Nov 2027 (Note 8) |
| | 4,206 | – | – | – | 4,206 | 511.54 | |
| | 4,206 | – | – | – | 4,206 | 510.57 | |
| | 4,207 | – | – | – | 4,207 | 508.53 | |
| 30 Mar 2021 | 499,031 | – | 18,521 | 4,358 | 476,152 | 533.39 | 8 Feb 2022 to 29 Mar 2028 (Note 9) |
| | 499,207 | – | 17,721 | 4,362 | 477,124 | 533.13 | |
| 30 Mar 2021 | 25,083 | – | – | – | 25,083 | 533.39 | 8 Feb 2022 to 29 Mar 2028 (Note 8) |
| | 25,083 | – | – | – | 25,083 | 533.13 | |
| | 25,084 | – | – | – | 25,084 | 532.35 | |
| | 25,085 | – | – | – | 25,085 | 531.71 | |
| 30 Mar 2021 | 1,444 | – | 1,444 | – | – | 533.39 | 15 Feb 2022 to 29 Mar 2028 (Note 10) |
| | 1,444 | – | 1,444 | – | – | 533.13 | |
| | 1,445 | – | 1,445 | – | – | 532.24 | |
| 30 Mar 2021 | 761 | – | – | – | 761 | 533.39 | 15 Feb 2022 to 29 Mar 2028 (Note 8) |
| | 762 | – | – | – | 762 | 533.13 | |
| | 763 | – | – | – | 763 | 532.24 | |
| | 763 | – | – | – | 763 | 531.69 | |

---

# Directors' Report

## Number of share options

| Date of grant | As at 1 January 2025 | Granted during the year (Notes 16, 17 and 18) | Exercised during the year (Note 15) | Lapsed/ forfeited during the year | As at 31 December 2025 | Exercise price HKD | Exercise period/ Performance targets (Note 22) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **30 Mar 2021** | 966,958 | – | – | – | 966,958 | 533.39 | 30 Mar 2022 to 29 Mar 2028 (Note 8) |
| | 966,958 | – | – | – | 966,958 | 533.07 | |
| | 966,961 | – | – | – | 966,961 | 532.29 | |
| | 966,964 | – | – | – | 966,964 | 532.06 | |
| **10 Jun 2021** | 2,173 | – | – | – | 2,173 | 529.18 | 5 Jul 2021 to 9 Jun 2028 (Note 8) |
| | 2,173 | – | – | – | 2,173 | 529.08 | |
| | 2,174 | – | – | – | 2,174 | 528.40 | |
| | 2,174 | – | – | – | 2,174 | 526.97 | |
| **14 Jul 2021** | 1,795,960 | – | 273,257 | 19,005 | 1,503,698 | 478.17 | 5 Jul 2022 to 13 Jul 2028 (Note 8) |
| | 1,791,684 | – | 252,103 | 19,007 | 1,520,574 | 477.46 | |
| | 1,777,364 | – | 183,699 | 19,012 | 1,574,653 | 476.52 | |
| | 1,764,028 | – | 184,586 | 60,100 | 1,519,342 | 476.09 | |
| **16 Nov 2021** | 57,632 | – | 57,632 | – | – | 437.83 | 15 Sep 2022 to 15 Nov 2028 (Note 10) |
| | 57,632 | – | 57,632 | – | – | 436.86 | |
| | 57,633 | – | 57,633 | – | – | 433.54 | |
| **24 Mar 2022** | 8,258 | – | 1,060 | – | 7,198 | 343.96 | 5 Jul 2022 to 23 Mar 2029 (Note 8) |
| | 6,316 | – | 2,861 | – | 3,455 | 343.22 | |
| | 8,261 | – | 1,060 | – | 7,201 | 343.21 | |
| | 6,316 | – | 2,336 | – | 3,980 | 342.87 | |
| **24 Mar 2022** | 702,194 | – | 134,546 | – | 567,648 | 343.84 | 27 Jan 2023 to 23 Mar 2029 (Note 9) |
| | 706,887 | – | 132,742 | – | 574,145 | 343.20 | |

---

# Directors’ Report

## Number of share options

| Date of grant | As at 1 January 2025 | Granted during the year (Notes 16, 17 and 18) | Exercised during the year (Note 15) | Lapsed/ forfeited during the year | As at 31 December 2025 | Exercise price HKD | Exercise period/ Performance targets (Note 22) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 24 Mar 2022 | 3,094 | – | 700 | – | 2,394 | 343.77 | 15 Feb 2023 to 23 Mar 2029 (Note 10) |
| | 3,094 | – | 700 | – | 2,394 | 343.06 | |
| | 3,094 | – | 400 | – | 2,694 | 342.81 | |
| 24 Mar 2022 | 4,207 | – | 967 | – | 3,240 | 343.77 | 15 Feb 2023 to 23 Mar 2029 (Note 8) |
| | 4,595 | – | 1,260 | – | 3,335 | 343.06 | |
| | 4,294 | – | 1,257 | – | 3,037 | 342.81 | |
| | 4,595 | – | – | – | 4,595 | 342.50 | |
| 24 Mar 2022 | 1,399,354 | – | 28,688 | – | 1,370,666 | 343.61 | 24 Mar 2023 to 23 Mar 2029 (Note 8) |
| | 1,399,355 | – | 28,689 | – | 1,370,666 | 342.79 | |
| | 1,399,356 | – | 28,689 | – | 1,370,667 | 342.49 | |
| | 1,399,357 | – | – | – | 1,399,357 | 341.94 | |
| 18 Aug 2022 | 998,225 | – | 288,293 | 2,803 | 707,129 | 277.91 | 15 Jul 2023 to 17 Aug 2029 (Note 8) |
| | 1,059,465 | – | 271,516 | 2,803 | 785,146 | 277.42 | |
| | 1,213,603 | – | 294,806 | 44,806 | 873,991 | 276.81 | |
| | 1,213,810 | – | – | 73,046 | 1,140,764 | 276.01 | |
| 23 Mar 2023 | 547,964 | – | 63,626 | – | 484,338 | 375.60 | 15 Jan 2024 to 22 Mar 2030 (Note 9) |
| 23 Mar 2023 | 3,071,143 | – | 55,910 | – | 3,015,233 | 375.60 | 15 Apr 2024 to 22 Mar 2030 (Note 8) |
| 17 Aug 2023 | 36,883 | – | 36,883 | – | – | 334.04 | 15 Jun 2024 to 16 Aug 2030 (Note 9) |
| 17 Aug 2023 | 60,862 | – | 40,574 | 20,288 | – | 334.04 | 15 Jun 2024 to 16 Aug 2030 (Note 10) |
| 17 Aug 2023 | 22,551 | – | 178 | – | 22,373 | 334.04 | 15 Jul 2024 to 16 Aug 2030 (Note 9) |
| 17 Aug 2023 | 1,761,275 | – | 162,476 | 77,725 | 1,521,074 | 334.04 | 15 Jul 2024 to 16 Aug 2030 (Note 8) |
| 17 Aug 2023 | 11,557,350 | – | – | – | 11,557,350 | 334.04 | 15 Sep 2024 to 16 Aug 2030 (Note 8) |

---

# Directors' Report

### Number of share options

| Date of grant | As at 1 January 2025 | Granted during the year (Notes 16, 17 and 18) | Exercised during the year (Note 15) | Lapsed/ forfeited during the year | As at 31 December 2025 | Exercise price HKD | Exercise period/ Performance targets (Note 22) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 21 Mar 2024 | 984 | – | – | – | 984 | 291.20 | 15 Jul 2024 to 20 Mar 2031 (Note 8) |
| 21 Mar 2024 | 363,379 | – | 36,900 | 3,883 | 322,596 | 291.20 | 15 Jan 2025 to 20 Mar 2031 (Note 9) |
| 21 Mar 2024 | 10,186,212 | – | – | – | 10,186,212 | 291.20 | 15 Apr 2025 to 20 Mar 2031 (Note 8) |
| 21 Mar 2024 | 128,633 | – | – | – | 128,633 | 291.20 | 15 Jan 2026 to 20 Mar 2031 (Note 11) |
| 15 Aug 2024 | 934,600 | – | 40,922 | 19,382 | 874,296 | 373.12 | 15 Jul 2025 to 14 Aug 2031 (Note 8) |
| 20 Mar 2025 | – | 2,751 | – | – | 2,751 | 526.90 | 15 Jul 2025 to 19 Mar 2032 (Notes 8 and 12) |
| 20 Mar 2025 | – | 384,949 | – | 200 | 384,749 | 526.90 | 15 Jan 2026 to 19 Mar 2032 (Notes 9 and 12) |
| 20 Mar 2025 | – | 6,275,690 | – | – | 6,275,690 | 526.90 | 15 Mar 2026 to 19 Mar 2032 (Notes 8 and 12) |
| 14 Aug 2025 | – | 6,774 | – | – | 6,774 | 590.00 | 15 Jul 2026 to 13 Aug 2032 (Notes 9 and 13) |
| 14 Aug 2025 | – | 442,228 | – | 8,313 | 433,915 | 590.00 | 15 Jul 2026 to 13 Aug 2032 (Notes 8 and 13) |
| 14 Aug 2025 | – | 148,355 | – | – | 148,355 | 590.00 | 15 Aug 2026 to 13 Aug 2032 (Notes 10 and 13) |
| 14 Nov 2025 | – | 20,287 | – | – | 20,287 | 649.30 | 15 Sep 2026 to 13 Nov 2032 (Notes 10 and 14) |
| **Total:** | **109,221,125** | **7,281,034** | **38,389,585** | **405,804** | **77,706,770** | | |

---

# Directors’ Report

Note:

1. For options granted with exercisable date determined based on the grant date of options, the first 50% of the total options shall be vested and become exercisable 1 year after the grant date, and the remaining 50% of the total options will be vested and become exercisable in the subsequent year.
2. For options granted with exercisable date determined based on the grant date of options, the first 33.33% (one-third) of the total options shall be vested and become exercisable 1 year after the grant date, and each 33.33% (one-third) of the total options will be vested and become exercisable in each subsequent year.
3. For options granted with exercisable date determined based on the grant date of options, the first 25% of the total options shall be vested and become exercisable 1 year after the grant date, and each 25% of the total options will be vested and become exercisable in each subsequent year.
4. For options granted with exercisable date determined based on the grant date of options, the first 25% of the total options shall be vested and become exercisable 2 years after the grant date, and each 25% of the total options will be vested and become exercisable in each subsequent year.
5. For options granted with exercisable date determined based on the grant date of options, the first 25% of the total options shall be vested and become exercisable 3 years after the grant date, and each 25% of the total options will be vested and become exercisable in each subsequent year.
6. For options granted with exercisable date determined based on the grant date of options, 100% of the total options shall be vested and become exercisable 5 years after the grant date.
7. Subject to the satisfaction of certain conditions, the first 25% of the total options shall be vested and become exercisable on the first date of the exercise period, and each 25% of the total options will be vested and become exercisable in each subsequent year.
8. The first 25% of the total options shall be vested and become exercisable on the first date of the exercise period, and each 25% of the total options will be vested and become exercisable in each subsequent year.
9. The first 50% of the total options shall be vested and become exercisable on the first date of the exercise period, and the remaining 50% of the total options will be vested and become exercisable in the subsequent year.
10. The first 33.33% (one-third) of the total options shall be vested and become exercisable on the first date of the exercise period, and each 33.33% (one-third) of the total options will be vested and become exercisable in each subsequent year.

---

# Directors' Report

11. 100% of the total options shall be vested and become exercisable on the first date of the exercise period.

12. The closing price of the Shares immediately before the date on which the options were granted on 20 March 2025 was HKD540 per Share.

13. The closing price of the Shares immediately before the date on which the options were granted on 14 August 2025 was HKD586 per Share.

14. The closing price of the Shares immediately before the date on which the options were granted on 14 November 2025 was HKD656 per Share.

15. The weighted average closing price of the Shares immediately before the dates on which the options were exercised in 2025 was HKD556.01 per Share.

16. The average fair value of the options granted on 20 March 2025 was HKD174.85 per Share at the date of grant.

17. The average fair value of the options granted on 14 August 2025 was HKD192.17 per Share at the date of grant.

18. The average fair value of the options granted on 14 November 2025 was HKD202.88 per Share at the date of grant.

19. No options granted to the Employee Participants were cancelled during the year ended 31 December 2025.

20. None of the participants has been granted with options and awards in excess of the 1% individual limit.

21. Details of the valuation of share options of the Company during the year ended 31 December 2025, including the accounting standard and policy adopted for the share option schemes, are set out in Note 35 and Note 2.20 to the consolidated financial statements.

22. All of the grants made during the year ended 31 December 2025 were made without any performance targets.

23. Please refer to the Definition section for the description of Employee Participants.

---

# Directors' Report

## SUMMARY OF THE SHARE OPTION SCHEME

### 2023 Share Option Scheme

1.  **Purposes:** To recognise the contribution that certain individuals have made to the Group, to attract the best available personnel and to promote the success of the Group’s business

2.  **Qualifying participants:** Any Employee Participant, any director or employee of a Related Entity, and any Service Provider

3.  **Scheme limit:** The maximum number of Shares in respect of which options may be granted under the 2023 Share Option Scheme shall be 287,638,307 Shares, being 3% of the relevant class of securities of the Company in issue as at 17 May 2023.

4.  **Maximum entitlement of each participant:** For any 12-month period up to and including the date of grant, the aggregate number of Shares issued and to be issued in respect of all options or awards granted to any Eligible Person (excluding any lapsed options or awards) under the share scheme(s) of the Company shall not exceed 1% of the issued Shares from time to time, unless such grant is separately approved by the shareholders of the Company.

5.  **Option period:** The option period is determined by the Board provided that it shall expire not later than the last day of the 10-year period after the date of grant of the options. There is no minimum period for which an option must be held before it can be exercised.

6.  **Vesting period:** The total vesting period of options granted ranges from approximately 22 to 72 months.

7.  **Acceptance of offer:** Options granted must be accepted within 28 days of the date of grant. No cash consideration is required.

8.  **Exercise price:** The exercise price must be at least the higher of: (i) the closing price of the securities as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; (ii) the average closing price of the securities as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant; and (iii) the nominal value of the Share.

9.  **Remaining life of the scheme:** It shall expire on 17 May 2033, subject to early termination in accordance with the scheme rules (i.e. the remaining life of the scheme as at the date of this annual report is approximately 7 years and 2 months).

---

# Directors’ Report

Note:

The total number of Shares available for issue under the 2023 Share Option Scheme as at the date of this annual report is 326,481,267, representing approximately 3.59% of the issued Shares as at the date of this annual report.

## MOVEMENTS IN THE SHARE OPTIONS

Details of the movements in the share options of the Company during the year are set out in Note 35 to the consolidated financial statements.

## SHARE AWARD SCHEME

The Company had one share award scheme which remained valid and effective during the year ended 31 December 2025, namely, the 2023 Share Award Scheme. As at 31 December 2025, the Company did not have any outstanding share awards under any share award scheme other than the 2023 Share Award Scheme.

### 2023 Share Award Scheme

1. **Purposes**: To recognise the contributions and to attract, motivate and retain eligible persons (including any director) of the Group
2. **Duration and termination**: It shall be valid and effective unless and until being terminated on the earlier of: (i) the 10th anniversary date of the Adoption Date; and (ii) such date of early termination as determined by the Board provided that such termination does not affect any subsisting rights of any Selected Participant.
3. **Eligible Persons**: Any Employee Participant, any director or employee of a Related Entity, and any Service Provider
4. **Scheme limit**: 4.5% of the issued Shares as at the Adoption Date (i.e. 431,457,460 Shares), among which the total number of new Shares which may be issued in respect of all awards to be granted under the 2023 Share Award Scheme shall be no more than 3.5% of the issued Shares as at the Adoption Date (i.e. 335,578,024 Shares) and the number of existing Shares to be used for satisfying the awards to be granted under the 2023 Share Award Scheme shall be no more than 1% of the issued Shares as at the Adoption Date (i.e. 95,879,435 Shares)

---

# Directors' Report

## 2023 Share Award Scheme

5. **Maximum entitlement of each participant**
For any 12-month period up to and including the date of grant, the aggregate number of Shares issued and to be issued in respect of all options or awards granted to any Eligible Person (excluding any lapsed options or awards) under the share scheme(s) of the Company shall not exceed 1% of the issued Shares from time to time, unless such grant is separately approved by the shareholders of the Company.

6. **Operation**
The Board may, from time to time, at its absolute discretion select any Eligible Person to be a Selected Participant and grant to such Selected Participant Awarded Shares.

The Board may at any time at its discretion, in respect of each Selected Participant, cause to be paid the relevant amount from the Company’s resources or any subsidiary’s resources into an account for the purchase and/or subscription of the Awarded Shares after the Grant Date.

7. **Restrictions**
No award may be granted by the Board to any Selected Participant: (i) where the Company has information that must be disclosed under Rule 13.09 of the Listing Rules or where the Company reasonably believes there is inside information which must be disclosed under Part XIVA of the SFO, until (and including) the trading date after such inside information has been published on the websites of the Stock Exchange and the Company; (ii) after any inside information in relation to the securities of the Company has occurred or has become the subject of a decision, until such inside information has been published; (iii) within the period commencing 60 days (in the case of yearly results), or 30 days (in the case of results for half-year, quarterly or other interim period) immediately preceding the earlier of (1) the date of a meeting of the Board (as such date is first notified to the Stock Exchange) for the approval of the Company’s results for any year, half-year, quarterly or other interim period (whether or not required under the Listing Rules); and (2) the deadline for the Company to publish its quarterly, interim or annual results announcement for any such period, and ending on the date of such announcement; or (iv) in any other circumstances where dealings by Selected Participant (including directors of the Company) are prohibited under the Listing Rules, the SFO or any other applicable laws or regulations or where the requisite approval from any applicable regulatory authorities has not been granted.

---

# Directors’ Report

## 2023 Share Award Scheme

8.  **Vesting and clawback/lapse**
    The vesting of the Awarded Shares is subject to the Selected Participant remaining at all times after the Grant Date and on the date of vesting, an Eligible Person, subject to the rules of the 2023 Share Award Scheme. The Awarded Shares can be vested up to a period of approximately 84 months, subject to a vesting schedule as determined by the Board on the date of grant.

    Where a grantee’s service or employment with the Group has been terminated by the Group by reason of, among others, dishonesty or serious misconduct, incompetence or negligence in the performance of his/her duties, the grantee having been convicted of any criminal offence involving his/her integrity or honesty, the grantee will cease to be an Eligible Person and the awards granted will automatically lapse.

    Where a grantee is involved in serious misconduct or malfeasance, or has conducted any unlawful acts which prejudiced the interest and reputation of the Group, the awards granted shall be clawed back and shall lapse accordingly.

    Subject to the satisfaction of all vesting conditions as prescribed in the 2023 Share Award Scheme, the Selected Participants will be entitled to receive the Awarded Shares.

9.  **Purchase price**
    Not applicable

10. **Voting rights**
    The Trustee shall not exercise any voting rights in respect of any Shares held pursuant to the Trust Deed or as nominee.

11. **Remaining life of the scheme**
    It shall expire on 17 May 2033, subject to early termination in accordance with the scheme rules (i.e. the remaining life of the scheme as at the date of this annual report is approximately 7 years and 2 months).

**Note:**

The total number of share awards available for grant under the scheme mandate of the 2023 Share Award Scheme as at 1 January 2025 and 31 December 2025 were 320,660,039 and 276,931,573, respectively. The total number of share awards involving new Shares available for grant under the scheme mandate of the 2023 Share Award Scheme as at 1 January 2025 and 31 December 2025 were 236,715,591 and 194,435,343, respectively. The total number of share awards involving new Shares available for grant under the Service Providers sub-limit of the 2023 Share Award Scheme as at 1 January 2025 and 31 December 2025 were both 958,794.

---

# Directors' Report

During the year, a total of 43,862,442 Awarded Shares were granted under the 2023 Share Award Scheme and out of which, 59,280 Awarded Shares were granted to the independent non-executive directors of the Company. Details of the movements in the 2023 Share Award Scheme during the year ended 31 December 2025 are set out in Note 35 to the consolidated financial statements.

During the year, a total of 51,664,046 Shares were issued to option holders who exercised their share options granted under the 2023 Share Option Scheme, and pursuant to the 2023 Share Award Scheme.

The total number of Shares available for issue under the 2023 Share Award Scheme as at the date of this annual report is 323,702,601, representing approximately 3.55% of the issued Shares as at the date of this annual report.

The total number of Shares that may be issued in respect of options and awards granted under all share schemes of the Company during the year ended 31 December 2025 divided by the weighted average number of Shares in issue for the year was 0.55%.

---

# Directors’ Report

As at 31 December 2025, there were a total of 191,209 outstanding Awarded Shares granted to the directors of the Company, details of which are as follows:

| Name of director | Date of grant | Number of Awarded Shares: As at 1 January 2025 | Number of Awarded Shares: Granted during the year | Number of Awarded Shares: Vested during the year (Note 3) | Number of Awarded Shares: As at 31 December 2025 | Vesting period |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Ian Charles Stone | 30 March 2021 | 3,786 | – | 3,786 | – | 30 March 2022 to 30 March 2025 |
| | 24 March 2022 | 9,450 | – | 4,725 | 4,725 | 24 March 2023 to 24 March 2026 |
| | 23 March 2023 | 16,497 | – | 5,499 | 10,998 | 15 April 2024 to 15 April 2027 |
| | 21 March 2024 | 31,208 | – | 7,802 | 23,406 | 15 April 2025 to 15 April 2028 |
| | 20 March 2025 | – | 17,493 | – | 17,493 | 15 March 2026 to 15 March 2029 (Notes 1 and 2) |
| **Total:** | | **60,941** | **17,493** | **21,812** | **56,622** | |
| Li Dong Sheng | 30 March 2021 | 1,894 | – | 1,894 | – | 30 March 2022 to 30 March 2025 |
| | 24 March 2022 | 4,726 | – | 2,362 | 2,364 | 24 March 2023 to 24 March 2026 |
| | 23 March 2023 | 8,249 | – | 2,749 | 5,500 | 15 April 2024 to 15 April 2027 |
| | 21 March 2024 | 15,604 | – | 3,901 | 11,703 | 15 April 2025 to 15 April 2028 |
| | 20 March 2025 | – | 8,746 | – | 8,746 | 15 March 2026 to 15 March 2029 (Notes 1 and 2) |
| **Total:** | | **30,473** | **8,746** | **10,906** | **28,313** | |

---

# Directors’ Report

| Name of director | Date of grant | Number of Awarded Shares: As at 1 January 2025 | Number of Awarded Shares: Granted during the year | Number of Awarded Shares: Vested during the year (Note 3) | Number of Awarded Shares: As at 31 December 2025 | Vesting period |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Yang Siu Shun | 30 March 2021 | 3,384 | – | 3,384 | – | 30 March 2022 to 30 March 2025 |
| | 24 March 2022 | 8,400 | – | 4,200 | 4,200 | 24 March 2023 to 24 March 2026 |
| | 23 March 2023 | 14,664 | – | 4,888 | 9,776 | 15 April 2024 to 15 April 2027 |
| | 21 March 2024 | 27,740 | – | 6,935 | 20,805 | 15 April 2025 to 15 April 2028 |
| | 20 March 2025 | – | 15,549 | – | 15,549 | 15 March 2026 to 15 March 2029 (Notes 1 and 2) |
| **Total:** | | **54,188** | **15,549** | **19,407** | **50,330** | |
| Ke Yang | 30 March 2021 | 1,894 | – | 1,894 | – | 30 March 2022 to 30 March 2025 |
| | 24 March 2022 | 4,726 | – | 2,362 | 2,364 | 24 March 2023 to 24 March 2026 |
| | 23 March 2023 | 8,249 | – | 2,749 | 5,500 | 15 April 2024 to 15 April 2027 |
| | 21 March 2024 | 15,604 | – | 3,901 | 11,703 | 15 April 2025 to 15 April 2028 |
| | 20 March 2025 | – | 8,746 | – | 8,746 | 15 March 2026 to 15 March 2029 (Notes 1 and 2) |
| **Total:** | | **30,473** | **8,746** | **10,906** | **28,313** | |

---

# Directors' Report

### Number of Awarded Shares

| Name of director | Date of grant | As at 1 January 2025 | Granted during the year | Vested during the year (Note 3) | As at 31 December 2025 | Vesting period |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Zhang Xiulan | 18 August 2022 | 3,362 | – | 1,680 | 1,682 | 18 August 2023 to 18 August 2026 |
| | 23 March 2023 | 8,249 | – | 2,749 | 5,500 | 15 April 2024 to 15 April 2027 |
| | 21 March 2024 | 15,604 | – | 3,901 | 11,703 | 15 April 2025 to 15 April 2028 |
| | 20 March 2025 | – | 8,746 | – | 8,746 | 15 March 2026 to 15 March 2029 (Notes 1 and 2) |
| **Total:** | | **27,215** | **8,746** | **8,330** | **27,631** | |
| **Grand Total:** | | **203,290** | **59,280** | **71,361** | **191,209** | |

Note:

1. The closing price of the Shares immediately before the date on which the Awarded Shares were granted on 20 March 2025 was HKD540 per Share.
2. The fair value of the Awarded Shares granted on 20 March 2025 was HKD519.5 per Share at the date of grant.
3. The weighted average closing price of the Shares immediately before the dates on which the awards were vested in 2025 was HKD476.77 per Share.
4. No Awarded Shares granted to the directors of the Company were lapsed or cancelled during the year ended 31 December 2025.
5. All of the grants made during the year ended 31 December 2025 were made without any performance targets.

---

# Directors' Report

Details of movements of Awarded Shares of the Group (excluding directors of the Company) during the year ended 31 December 2025 are as follows:

### Number of Awarded Shares

| Year of grant | As at 1 January 2025 | Granted during the year | Vested during the year | Lapsed/ forfeited during the year | As at 31 December 2025 | Vesting period/ Performance targets (Note 9) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Employee Participants (Note 3)** | | | | | | |
| Top five highest paid employees (Note 10) | | | | | | |
| 2019 | 7,111,250 | – | – | – | 7,111,250 | Note 1 |
| 2021 | 2,076,057 | – | 1,038,028 | – | 1,038,029 | Note 1 |
| 2025 | – | 220,794 | 220,794 | – | – | Notes 1 and 5 |
| **Sub-total:** | **9,187,307** | **220,794** | **1,258,822** | **–** | **8,149,279** | |
| Other Employee Participants | | | | | | |
| 2016 | 401 | – | – | – | 401 | Note 1 |
| 2019 | 49,423 | – | – | 49,113 | 310 | Note 1 |
| 2020 | 16,796 | – | 7,516 | 9,280 | – | Note 1 |
| 2021 | 8,260,714 | – | 7,927,062 | 156,944 | 176,708 | Note 1 |
| 2022 | 14,800,844 | – | 7,955,585 | 663,330 | 6,181,929 | Note 1 |
| 2023 | 38,747,161 | – | 11,388,447 | 1,223,494 | 26,135,220 | Note 1 |
| 2024 | 52,936,140 | – | 16,037,729 | 2,104,899 | 34,793,512 | Note 1 |
| 2025 | – | 43,052,943 | 1,198,484 | 638,107 | 41,216,352 | Notes 1 and 5 |
| **Sub-total:** | **114,811,479** | **43,052,943** | **44,514,823** | **4,845,167** | **108,504,432** | |
| **Total:** | **123,998,786** | **43,273,737** | **45,773,645** | **4,845,167** | **116,653,711** | |
| **Service Providers (Note 4)** | | | | | | |
| 2021 | 28,103 | – | 28,103 | – | – | Note 2 |
| 2022 | 186,169 | – | 96,358 | 3,867 | 85,944 | Note 2 |
| 2023 | 238,361 | – | 113,194 | 1,356 | 123,811 | Note 2 |
| 2024 | 674,337 | – | 187,210 | 1,635 | 485,492 | Note 2 |
| 2025 | – | 529,425 | 30,564 | 314 | 498,547 | Notes 2 and 5 |
| **Total:** | **1,126,970** | **529,425** | **455,429** | **7,172** | **1,193,794** | |
| **Grand Total:** | **125,125,756** | **43,803,162** | **46,229,074** | **4,852,339** | **117,847,505** | |

---

# Directors' Report

**Note:**

1. The Awarded Shares can either be vested immediately or over a period of up to 8 years.
2. The Awarded Shares can either be vested immediately or over a period of up to 4 years.
3. For Employee Participants, the weighted average closing price of the Shares immediately before the dates on which the awards were vested during the year ended 31 December 2025 was HKD483.52 per Share.
4. For Service Providers, the weighted average closing price of the Shares immediately before the dates on which the awards were vested during the year ended 31 December 2025 was HKD535.88 per Share.
5. The following grants were made during the year ended 31 December 2025:

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| **Employee Participants** | | | | |
| 20 Mar 2025 | 15 Apr 2025 to 15 Apr 2027 | 9,310 | 540 | 519.5 |
| 20 Mar 2025 | 15 Apr 2026 to 15 Apr 2028 | 23,105 | 540 | 519.5 |
| 20 Mar 2025 | 15 Aug 2025 to 15 Aug 2026 | 13,619 | 540 | 519.5 |
| 20 Mar 2025 | 15 Aug 2025 to 15 Aug 2027 | 256,932 | 540 | 519.5 |
| 20 Mar 2025 | 15 Aug 2025 to 15 Aug 2028 | 1,100 | 540 | 519.5 |
| 20 Mar 2025 | 15 Aug 2026 to 15 Aug 2028 | 4,663 | 540 | 519.5 |
| 20 Mar 2025 | 15 Dec 2025 to 15 Dec 2026 | 2,124 | 540 | 519.5 |
| 20 Mar 2025 | 15 Dec 2025 to 15 Dec 2027 | 242,785 | 540 | 519.5 |
| 20 Mar 2025 | 15 Dec 2025 to 15 Dec 2028 | 64,441 | 540 | 519.5 |

---

# Directors’ Report

**Employee Participants**

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 20 Mar 2025 | 15 Dec 2026 to 15 Dec 2028 | 2,891 | 540 | 519.5 |
| 20 Mar 2025 | 15 Feb 2026 to 15 Feb 2027 | 4,991 | 540 | 519.5 |
| 20 Mar 2025 | 15 Feb 2026 to 15 Feb 2028 | 242,731 | 540 | 519.5 |
| 20 Mar 2025 | 15 Feb 2026 to 15 Feb 2029 | 41,464 | 540 | 519.5 |
| 20 Mar 2025 | 15 Feb 2027 to 15 Feb 2029 | 1,446 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jan 2026 to 15 Jan 2027 | 9,003,801 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jan 2026 to 15 Jan 2028 | 304,784 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jan 2026 to 15 Jan 2029 | 132,199 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jan 2027 to 15 Jan 2029 | 17,494 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jul 2025 to 15 Jul 2026 | 905 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jul 2025 to 15 Jul 2027 | 15,910 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jul 2025 to 15 Jul 2028 | 50,929 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jun 2025 to 15 Jun 2026 | 781 | 540 | 519.5 |

---

# Directors' Report

## Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 20 Mar 2025 | 15 Jun 2025 to 15 Jun 2027 | 35,589 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2026 to 15 Mar 2027 | 4,780 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2026 to 15 Mar 2028 | 61,004 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2026 to 15 Mar 2029 | 3,797,212 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2027 to 15 Mar 2029 | 2,319 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2030 | 1,308,950 | 540 | 519.5 |
| 20 Mar 2025 | 15 May 2025 | 697 | 540 | 519.5 |
| 20 Mar 2025 | 15 May 2025 to 15 May 2026 | 1,962 | 540 | 519.5 |
| 20 Mar 2025 | 15 May 2025 to 15 May 2027 | 63,797 | 540 | 519.5 |
| 20 Mar 2025 | 15 Nov 2025 to 15 Nov 2026 | 55,221 | 540 | 519.5 |
| 20 Mar 2025 | 15 Nov 2025 to 15 Nov 2027 | 282,724 | 540 | 519.5 |
| 20 Mar 2025 | 15 Nov 2025 to 15 Nov 2028 | 3,230 | 540 | 519.5 |
| 20 Mar 2025 | 15 Nov 2026 to 15 Nov 2028 | 20,240 | 540 | 519.5 |
| 20 Mar 2025 | 15 Oct 2025 to 15 Oct 2026 | 7,690 | 540 | 519.5 |

---

# Directors’ Report

**Employee Participants**

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 20 Mar 2025 | 15 Oct 2025 to 15 Oct 2027 | 299,397 | 540 | 519.5 |
| 20 Mar 2025 | 15 Oct 2025 to 15 Oct 2028 | 5,227 | 540 | 519.5 |
| 20 Mar 2025 | 15 Oct 2026 to 15 Oct 2028 | 11,442 | 540 | 519.5 |
| 20 Mar 2025 | 15 Sep 2025 to 15 Sep 2026 | 14,041 | 540 | 519.5 |
| 20 Mar 2025 | 15 Sep 2025 to 15 Sep 2027 | 448,826 | 540 | 519.5 |
| 20 Mar 2025 | 15 Sep 2025 to 15 Sep 2028 | 7,123 | 540 | 519.5 |
| 20 Mar 2025 | 15 Sep 2026 to 15 Sep 2028 | 5,869 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 | 19,417 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Aug 2026 | 985 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Dec 2025 | 1,432 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Dec 2026 | 10,334 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Feb 2027 | 15,406 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Jan 2027 | 18,245 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Jul 2025 | 620 | 540 | 519.5 |

---

# Directors' Report

## Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 20 Mar 2025 | 20 Mar 2025 to 15 Jul 2026 | 1,859 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Mar 2027 | 2,926 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Nov 2026 | 320 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Oct 2026 | 321 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Sep 2025 | 2,057 | 540 | 519.5 |
| 20 Mar 2025 | 20 Mar 2025 to 15 Sep 2026 | 12,615 | 540 | 519.5 |
| 20 Mar 2025 | 1 Jul 2025 to 1 Jul 2028 | 5,641 | 540 | 519.5 |
| 20 Mar 2025 | 1 Oct 2025 to 1 Oct 2028 | 9,770 | 540 | 519.5 |
| 14 Aug 2025 | 1 Apr 2026 to 1 Apr 2027 | 2,844 | 586 | 590 |
| 14 Aug 2025 | 1 Apr 2026 to 1 Apr 2029 | 20,435 | 586 | 590 |
| 14 Aug 2025 | 1 Jan 2026 to 1 Jan 2029 | 12,680 | 586 | 590 |
| 14 Aug 2025 | 1 Jul 2026 to 1 Jul 2029 | 3,555 | 586 | 590 |
| 14 Aug 2025 | 1 Oct 2025 to 1 Oct 2028 | 27,644 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 | 2,172 | 586 | 590 |

---

# Directors’ Report

### Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Aug 2025 | 14 Aug 2025 to 15 Apr 2026 | 8,374 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Apr 2027 | 16,753 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Aug 2026 | 1,173 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Dec 2026 | 2,592 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Feb 2027 | 4,880 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Jan 2026 | 379 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Jul 2026 | 831 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Jul 2027 | 24,487 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Jul 2028 | 3,163 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Jun 2026 | 4,778 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 Jun 2027 | 14,795 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 May 2026 | 8,255 | 586 | 590 |
| 14 Aug 2025 | 14 Aug 2025 to 15 May 2027 | 5,302 | 586 | 590 |
| 14 Aug 2025 | 15 Apr 2026 to 15 Apr 2027 | 17,185 | 586 | 590 |

---

# Directors' Report

## Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Aug 2025 | 15 Apr 2026 to 15 Apr 2028 | 356,080 | 586 | 590 |
| 14 Aug 2025 | 15 Apr 2026 to 15 Apr 2029 | 7,190 | 586 | 590 |
| 14 Aug 2025 | 15 Apr 2027 to 15 Apr 2029 | 16,822 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2025 to 15 Aug 2026 | 1,834 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2025 to 15 Aug 2027 | 43,211 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2026 | 43,172 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2026 to 15 Aug 2027 | 33,711 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2026 to 15 Aug 2028 | 370,959 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2027 to 15 Aug 2029 | 1,525 | 586 | 590 |
| 14 Aug 2025 | 15 Dec 2025 to 15 Dec 2027 | 16,622 | 586 | 590 |
| 14 Aug 2025 | 15 Dec 2025 to 15 Dec 2028 | 14,532 | 586 | 590 |
| 14 Aug 2025 | 15 Feb 2026 to 15 Feb 2028 | 2,562 | 586 | 590 |
| 14 Aug 2025 | 15 Jan 2026 to 15 Jan 2027 | 7,075 | 586 | 590 |
| 14 Aug 2025 | 15 Jan 2026 to 15 Jan 2028 | 4,319 | 586 | 590 |

---

# Directors' Report

## Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Aug 2025 | 15 Jul 2026 to 15 Jul 2027 | 1,921,593 | 586 | 590 |
| 14 Aug 2025 | 15 Jul 2026 to 15 Jul 2028 | 556,790 | 586 | 590 |
| 14 Aug 2025 | 15 Jul 2026 to 15 Jul 2029 | 19,406,337 | 586 | 590 |
| 14 Aug 2025 | 15 Jul 2027 to 15 Jul 2029 | 8,893 | 586 | 590 |
| 14 Aug 2025 | 15 Jun 2026 to 15 Jun 2027 | 22,367 | 586 | 590 |
| 14 Aug 2025 | 15 Jun 2026 to 15 Jun 2028 | 352,559 | 586 | 590 |
| 14 Aug 2025 | 15 Jun 2027 to 15 Jun 2029 | 8,713 | 586 | 590 |
| 14 Aug 2025 | 15 Mar 2026 to 15 Mar 2027 | 3,339 | 586 | 590 |
| 14 Aug 2025 | 15 Mar 2026 to 15 Mar 2028 | 121,020 | 586 | 590 |
| 14 Aug 2025 | 15 Mar 2026 to 15 Mar 2029 | 6,074 | 586 | 590 |
| 14 Aug 2025 | 15 Mar 2027 to 15 Mar 2029 | 5,026 | 586 | 590 |
| 14 Aug 2025 | 15 May 2026 to 15 May 2027 | 21,685 | 586 | 590 |
| 14 Aug 2025 | 15 May 2026 to 15 May 2028 | 442,140 | 586 | 590 |
| 14 Aug 2025 | 15 May 2027 to 15 May 2029 | 7,842 | 586 | 590 |

---

# Directors' Report

## Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Aug 2025 | 15 Nov 2025 to 15 Nov 2027 | 5,344 | 586 | 590 |
| 14 Aug 2025 | 15 Oct 2025 to 15 Oct 2027 | 20,468 | 586 | 590 |
| 14 Aug 2025 | 15 Sep 2025 to 15 Sep 2026 | 1,176 | 586 | 590 |
| 14 Aug 2025 | 15 Sep 2025 to 15 Sep 2027 | 24,580 | 586 | 590 |
| 13 Oct 2025 | 13 Oct 2025 | 639,875 | 651.5 | 639 |
| 14 Nov 2025 | 1 Jul 2026 to 1 Jul 2029 | 7,997 | 656 | 641 |
| 14 Nov 2025 | 1 Jul 2027 to 1 Jul 2030 | 1,790 | 656 | 641 |
| 14 Nov 2025 | 1 Oct 2026 to 1 Oct 2029 | 6,804 | 656 | 641 |
| 14 Nov 2025 | 14 Nov 2025 to 15 Jun 2027 | 5,387 | 656 | 641 |
| 14 Nov 2025 | 14 Nov 2025 to 15 Oct 2027 | 7,951 | 656 | 641 |
| 14 Nov 2025 | 14 Nov 2025 to 15 Sep 2026 | 3,660 | 656 | 641 |
| 14 Nov 2025 | 14 Nov 2025 to 15 Sep 2027 | 12,926 | 656 | 641 |
| 14 Nov 2025 | 15 Apr 2026 to 15 Apr 2027 | 645 | 656 | 641 |
| 14 Nov 2025 | 15 Apr 2026 to 15 Apr 2028 | 27,895 | 656 | 641 |
| 14 Nov 2025 | 15 Aug 2026 to 15 Aug 2027 | 11,020 | 656 | 641 |

---

# Directors’ Report

**Employee Participants**

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Nov 2025 | 15 Aug 2026 to 15 Aug 2028 | 219,303 | 656 | 641 |
| 14 Nov 2025 | 15 Aug 2027 to 15 Aug 2029 | 6,727 | 656 | 641 |
| 14 Nov 2025 | 15 Dec 2025 to 15 Dec 2026 | 1,216 | 656 | 641 |
| 14 Nov 2025 | 15 Dec 2025 to 15 Dec 2027 | 14,321 | 656 | 641 |
| 14 Nov 2025 | 15 Jan 2026 | 40 | 656 | 641 |
| 14 Nov 2025 | 15 Jan 2026 to 15 Jan 2027 | 779 | 656 | 641 |
| 14 Nov 2025 | 15 Jan 2026 to 15 Jan 2028 | 3,115 | 656 | 641 |
| 14 Nov 2025 | 15 Jul 2026 to 15 Jul 2027 | 8,097 | 656 | 641 |
| 14 Nov 2025 | 15 Jul 2026 to 15 Jul 2028 | 21,241 | 656 | 641 |
| 14 Nov 2025 | 15 Jul 2026 to 15 Jul 2029 | 3,694 | 656 | 641 |
| 14 Nov 2025 | 15 Jun 2026 to 15 Jun 2027 | 1,271 | 656 | 641 |
| 14 Nov 2025 | 15 Jun 2026 to 15 Jun 2028 | 66,482 | 656 | 641 |
| 14 Nov 2025 | 15 Mar 2026 to 15 Mar 2027 | 2,120 | 656 | 641 |
| 14 Nov 2025 | 15 Mar 2026 to 15 Mar 2028 | 30,464 | 656 | 641 |
| 14 Nov 2025 | 15 May 2026 to 15 May 2027 | 5,971 | 656 | 641 |

---

# Directors' Report

## Employee Participants

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Nov 2025 | 15 May 2026 to 15 May 2028 | 34,571 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2025 to 15 Nov 2027 | 16,933 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2026 to 15 Nov 2027 | 28,992 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2026 to 15 Nov 2028 | 341,628 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2026 to 15 Nov 2029 | 728 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2027 to 15 Nov 2029 | 4,613 | 656 | 641 |
| 14 Nov 2025 | 15 Oct 2026 to 15 Oct 2027 | 71,716 | 656 | 641 |
| 14 Nov 2025 | 15 Oct 2026 to 15 Oct 2028 | 277,238 | 656 | 641 |
| 14 Nov 2025 | 15 Oct 2026 to 15 Oct 2029 | 6,694 | 656 | 641 |
| 14 Nov 2025 | 15 Oct 2027 to 15 Oct 2029 | 2,625 | 656 | 641 |
| 14 Nov 2025 | 15 Sep 2026 to 15 Sep 2027 | 12,250 | 656 | 641 |
| 14 Nov 2025 | 15 Sep 2026 to 15 Sep 2028 | 339,085 | 656 | 641 |
| 14 Nov 2025 | 15 Sep 2026 to 15 Sep 2029 | 4,496 | 656 | 641 |
| 14 Nov 2025 | 15 Sep 2027 to 15 Sep 2029 | 5,847 | 656 | 641 |
| **Total:** | | **43,273,737** | | |

---

# Directors’ Report

## Service Providers

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
|---|---|---|---|---|
| 20 Mar 2025 | 15 Dec 2025 to 15 Dec 2028 | 19,297 | 540 | 519.5 |
| 20 Mar 2025 | 15 Feb 2026 to 15 Feb 2029 | 32,216 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jan 2026 to 15 Jan 2027 | 1,996 | 540 | 519.5 |
| 20 Mar 2025 | 15 Jan 2026 to 15 Jan 2029 | 36,090 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2026 to 15 Mar 2027 | 14,451 | 540 | 519.5 |
| 20 Mar 2025 | 15 Mar 2026 to 15 Mar 2029 | 17,767 | 540 | 519.5 |
| 20 Mar 2025 | 15 Nov 2025 to 15 Nov 2028 | 43,857 | 540 | 519.5 |
| 20 Mar 2025 | 15 Oct 2025 to 15 Oct 2028 | 24,845 | 540 | 519.5 |
| 20 Mar 2025 | 15 Sep 2025 to 15 Sep 2028 | 34,307 | 540 | 519.5 |
| 14 Aug 2025 | 15 Apr 2026 to 15 Apr 2029 | 11,862 | 586 | 590 |
| 14 Aug 2025 | 15 Aug 2026 to 15 Aug 2029 | 67,475 | 586 | 590 |
| 14 Aug 2025 | 15 Jul 2026 to 15 Jul 2029 | 20,427 | 586 | 590 |
| 14 Aug 2025 | 15 Jun 2026 to 15 Jun 2029 | 19,078 | 586 | 590 |
| 14 Aug 2025 | 15 Mar 2026 to 15 Mar 2029 | 18,557 | 586 | 590 |

---

# Directors’ Report

## Service Providers

| Date of grant | Vesting period | Number of Shares granted | Closing price of Shares immediately before date of grant HKD | Fair value of awards at the date of grant per Share HKD |
| :--- | :--- | :--- | :--- | :--- |
| 14 Aug 2025 | 15 May 2026 to 15 May 2029 | 24,994 | 586 | 590 |
| 14 Nov 2025 | 15 Aug 2026 to 15 Aug 2029 | 16,651 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2026 to 15 Nov 2028 | 18,033 | 656 | 641 |
| 14 Nov 2025 | 15 Nov 2026 to 15 Nov 2029 | 24,912 | 656 | 641 |
| 14 Nov 2025 | 15 Oct 2026 to 15 Oct 2029 | 39,589 | 656 | 641 |
| 14 Nov 2025 | 15 Sep 2026 to 15 Sep 2029 | 43,021 | 656 | 641 |
| **Total:** | | **529,425** | | |
| **Grand Total:** | | **43,803,162** | | |

6. No Awarded Shares granted to the Employee Participants or the Service Providers were cancelled during the year ended 31 December 2025.
7. None of the participants has been granted with options and awards in excess of the 1% individual limit. None of the Service Providers has been granted with options and awards in any 12-month period in excess of 0.1% of the Shares in issue.
8. Details of the valuation of share awards of the Company during the year ended 31 December 2025, including the accounting standard and policy adopted for the share award schemes, are set out in Note 35 and Note 2.20 to the consolidated financial statements.
9. All of the grants made during the year ended 31 December 2025 were made without any performance targets.
10. Disclosures herein with respect to the top five highest paid employees consist of the number of Awarded Shares to be satisfied by existing Shares only. The number of Awarded Shares granted to the top five highest paid employees to be satisfied by Shares to be issued are included under the "Other Employee Participants" category.
11. Please refer to the Definition section for the description of Employee Participants and Service Providers.

---

# DIRECTORS AND SENIOR MANAGEMENT

The directors and senior management of the Company during the year and up to the date of this annual report were:

## Executive Director

Ma Huateng (*Chairman*)

## Non-Executive Directors

- Jacobus Petrus (Koos) Bekker
- Charles St Leger Searle

## Independent Non-Executive Directors

- Li Dong Sheng
- Ian Charles Stone
- Yang Siu Shun
- Ke Yang
- Zhang Xiulan

In accordance with Article 87 of the Articles of Association, Mr Jacobus Petrus (Koos) Bekker and Mr Ian Charles Stone will retire at the 2026 AGM and, being eligible, will offer themselves for re-election.

The Company has received from each independent non-executive director an annual confirmation of his/her independence and the Board considers them independent.

---

# Directors' Report

## BIOGRAPHICAL DETAILS AND OTHER INFORMATION OF DIRECTORS

**Ma Huateng**, age 54, is an executive director, Chairman of the Board and Chief Executive Officer of the Company. Mr Ma has overall responsibilities for strategic planning and positioning and management of the Group. Mr Ma is one of the core founders and has been employed by the Group since 1999. Prior to his current employment, Mr Ma was in charge of research and development for Internet paging system development at China Motion Telecom Development Limited, a supplier of telecommunications services and products in China. Mr Ma was a deputy to the 12th and 13th National People's Congress. Mr Ma has a Bachelor of Science degree specialising in Computer and its Application obtained in 1993 from Shenzhen University and more than 32 years of experience in the telecommunications and Internet industries. He is a director of Advance Data Services Limited, which has an interest in the Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO. Mr Ma also serves as a director of certain subsidiaries of the Company.

**Jacobus Petrus (Koos) Bekker**, age 73, has been a non-executive director since November 2012. Koos led the founding team of the M-Net/MultiChoice pay-television business in 1985. He was also a founder director of MTN in cellular telephony. Koos headed the MIH group in its international and Internet expansions until 1997, when he became chief executive of Naspers, which is listed on the Johannesburg Stock Exchange. He serves on the boards of other companies within the group and associates, as well as other bodies. In April 2015, he became non-executive chair. On 14 August 2019, he was appointed as non-executive chair of Prosus N.V., which is listed on the Euronext Amsterdam and on the Johannesburg Stock Exchange. Academic qualifications include BA Hons and honorary doctorate in commerce (Stellenbosch University), LLB (University of the Witwatersrand) and MBA (Columbia University, New York).

**Charles St Leger Searle**, age 62, has been a non-executive director since June 2001. Mr Searle is currently the Chief Executive Officer of Naspers Internet Listed Assets. He serves on the board of a number of companies associated with the Naspers Group. Prior to joining the Naspers Group, he held positions at Cable & Wireless plc and at Deloitte & Touche in London and Sydney. Mr Searle is a member of the Institute of Chartered Accountants in Australia and New Zealand. Mr Searle has more than 32 years of international experience in the telecommunications and Internet industries. Mr Searle also serves as a director of certain subsidiaries of the Company.

**Li Dong Sheng**, age 68, has been an independent non-executive director since April 2004. Mr Li is the Chairman of TCL Technology Group Corporation that is listed on the Shenzhen Stock Exchange, and the strategic development consultant of TCL Electronics Holdings Limited that is listed on the Stock Exchange. He is also a deputy to the 14th National People's Congress and the Chairman of Council of Shenzhen General Chamber of Commerce. Mr Li was the Chief Executive Officer of TCL Technology Group Corporation, a deputy to the 16th CPC National Congress, a deputy to the 10th to 13th National People's Congress, the 12th Vice Chairman of the All-China Federation of Industry and Commerce, and the Vice Chairman of the China Chamber of International Commerce. Mr Li graduated from South China University of Technology in 1982 with a Bachelor degree in radio technology, and completed the professional doctoral program offered by the University of Minnesota in partnership with the Tsinghua University and received his Global Doctor of Business Administration (DBA) Degree in 2022. Mr Li has more than 31 years of experience in the information technology field.

---

# Directors' Report

**Ian Charles Stone**, age 75, has been an independent non-executive director since April 2004. Mr Stone is currently an independent advisor on Technology, Media and Telecoms after retiring from PCCW in Hong Kong in 2011. His career in the last 36 years has been primarily in leading mobile telecoms businesses, and new wireless and Internet technology, during which time he held senior roles in PCCW, SmarTone, First Pacific, Hong Kong Telecom and CSL, as Chief Executive or at Director level, primarily in Hong Kong, and also in London and Manila. Since 2011, Mr Stone has provided telecoms advisory services to telecom companies and investors in Hong Kong (China), Chinese Mainland, South East Asia and the Middle East and has more than 55 years of experience in the telecom and mobile industries. Mr Stone is a fellow member of The Hong Kong Institute of Directors.

**Yang Siu Shun**, age 70, has been an independent non-executive director since July 2016. Mr Yang is currently serving as a Member of the 14th National Committee of the Chinese People’s Political Consultative Conference, a Justice of the Peace in Hong Kong, an Honorary Steward of The Hong Kong Jockey Club, and an independent non-executive director of Man Wah Holdings Limited which is publicly listed on the Stock Exchange. Mr Yang was an independent non-executive director of Xinyi Glass Holdings Limited which is publicly listed on the Stock Exchange, up to 31 May 2024 and was also an independent non-executive director of Industrial and Commercial Bank of China Limited which is publicly listed on the Stock Exchange and the Shanghai Stock Exchange, up to 8 August 2024. Mr Yang retired from PricewaterhouseCoopers (“PwC”) on 30 June 2015. Before his retirement, he served as the Chairman and Senior Partner of PwC Hong Kong, the Executive Chairman and Senior Partner of PwC China and Hong Kong, one of the five members of the Global Network Leadership Team of PwC and the PwC Asia Pacific Chairman. Mr Yang served as a Board Member and the Audit Committee Chairman of The Hang Seng University of Hong Kong (formerly known as Hang Seng Management College), up to 30 September 2018 and the Deputy Chairman of the Council of Hong Kong Metropolitan University (“HKMU”) (formerly known as The Open University of Hong Kong), up to 19 June 2019. Mr Yang also served as a Member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority, up to 31 August 2021 and a Steward of The Hong Kong Jockey Club, up to 29 August 2025. Mr Yang graduated from the London School of Economics and Political Science in 1978 and was awarded the degree of Honorary Doctor of Social Sciences by HKMU in 2019. Mr Yang is a Fellow Member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certified Public Accountants and the Chartered Institute of Management Accountants.

---

# Directors’ Report

**Ke Yang**, age 70, has been an independent non-executive director since August 2019. Professor Ke is currently the Professor of Laboratory of Genetics of Peking University Cancer Hospital, an international member of the United States National Academy of Medicine and the President of the Peking University Health Science Center Alumni Association. Professor Ke’s research focus is on the upper gastrointestinal tumors, including the cloning of gastric cancer related genes and the functional study of such genes. Together with her team, she has also established the population-based cohort in esophageal cancer high incidence regions in China, studied the etiology of esophageal cancer, and evaluated the effects and economic efficacy of early screening of the disease. She has published more than 100 papers and had registered patents and been granted awards at national and provincial levels for technological and educational achievements. Professor Ke was a member of the 11th and 12th National Committee of the Chinese People’s Political Consultative Conference, an executive Vice-president of Peking University and of the Peking University Health Science Center (formerly known as Beijing Medical College), a member of the Committee of Academic Degrees of the State Council, a member of the Healthcare Reform Advisory Committee of the State Council, the Chairperson of the Working Committee for Graduate Medical and Pharmaceutical Education of the Office of Academic Degrees of the State Council, Vice-president of the 24th and 25th Chinese Medical Association, Vice-chairperson of the Steering Committee of Clinical Medicine of the Committee of Academic Degrees of the State Council, Vice-president of the Peking University Alumni Association, President of the Health Professional Education Committee of the China Association of Higher Education, Vice-president of China Medical Women’s Association and Vice-president of Cancer Foundation of China. Professor Ke graduated from the Peking University Health Science Center in 1982. From 1985 to 1988, Professor Ke worked at the National Cancer Institute of the National Institutes of Health of the United States as a postdoctoral fellow. Professor Ke is currently an independent non-executive director of Keymed Biosciences Inc. which is publicly listed on the Stock Exchange.

**Zhang Xiulan**, age 62, has been an independent non-executive director since August 2022. Professor Zhang is currently a member of ChinaInfo100 and a standing director of China Cloud System Pioneer Strategic Alliance. She was previously the Dean of the School of Social Development and Public Policy, Beijing Normal University. She was also a member of the 11th and 12th Beijing Municipal Committee of the Chinese People’s Political Consultative Conference, a member of the Healthcare Reform Advisory Committee of the State Council and the consultant at the University of California, San Francisco. Professor Zhang has led over 40 research projects, including national level priority social science projects, and projects funded by the Ministry of Science and Technology and the Ministry of Education. In expert capacity, Professor Zhang has also provided expert consultation to government on policy making, including the 11th National Five-Year Plan, the “Five Guarantees Regulations”, the Adjustment Mechanism for Urban Minimum Living Standard, Urban and Rural Medical Assistance Policy, Social Assistance System and others. In addition, Professor Zhang has also worked on mandates from the State Council Healthcare Restructuring Office, Ministry of Education, Ministry of Health, Ford Foundation, European Union, World Bank, World Health Organization, UNICEF, Save the Children Foundation and other organizations. Professor Zhang received her Bachelor’s Degree in Physical Geography, and Master’s Degree in Economic Geography from the Beijing Normal University in 1985 and 1988, respectively. After graduation, she joined the “China Society”, a newspaper published by the Ministry of Civil Affairs as an Editor. In 1999, she received her Doctor of Philosophy in Social Welfare from the University of California at Berkeley with her research focused on social protection, social policy, social welfare and healthcare. In the same year, Professor Zhang founded the first Institute of Social Development and Public Policy in China at the Beijing Normal University, which subsequently became the School of Social Development and Public Policy.

---

# BIOGRAPHICAL DETAILS OF SENIOR MANAGEMENT

**Lau Chi Ping Martin**, age 52, President, joined the Company in 2005 as the Chief Strategy and Investment Officer and was responsible for corporate strategies, investments, mergers and acquisitions and investor relations. In 2006, Mr Lau was promoted to President of the Company to manage the day-to-day operations of the Company. In 2007, Mr Lau was appointed as an executive director of the Company until his retirement by rotation on 17 May 2023. Prior to joining the Company, Mr Lau was an executive director at Goldman Sachs (Asia) L.L.C.’s investment banking division and the Chief Operating Officer of its Telecom, Media and Technology Group. Prior to that, he worked at McKinsey & Company, Inc. as a management consultant. Mr Lau received a Bachelor of Science degree in Electrical Engineering from University of Michigan, a Master of Science degree in Electrical Engineering from Stanford University and an MBA degree from Kellogg Graduate School of Management, Northwestern University. Mr Lau currently serves as a corporate representative of certain subsidiaries of the Company.

**Xu Chenye**, age 54, Chief Information Officer, oversees the strategic planning and development for the website properties and communities, and customer relations of the Company. Mr Xu is one of the core founders and has been employed by the Group since 1999. Prior to that, Mr Xu had experiences in software system design, network administration as well as marketing and sales management in his previous position at Shenzhen Data Telecommunications Bureau. Mr Xu received a Bachelor of Science degree in Computer Science from Shenzhen University in 1993 and a Master of Science degree in Computer Science from Nanjing University in 1996. Mr Xu currently serves as a director or officer of certain subsidiaries of the Company.

**Ren Yuxin**, age 50, Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group, joined the Company in 2000 and had served as the General Manager for the Value-Added Services Development Division and General Manager for the Interactive Entertainment Business Division. Since September 2005, Mr Ren has been responsible for the research and development, operations, marketing and sales of gaming products for the Interactive Entertainment Business. Since May 2012, Mr Ren has been appointed as Chief Operating Officer and is now in charge of the overall operation of the Platform & Content Group and the Interactive Entertainment Group. Prior to joining the Company, Mr Ren worked at Huawei Technologies Co., Ltd. Mr Ren received a Bachelor of Science degree in Computer Science and Engineering from University of Electronic Science and Technology of China in 1998 and an EMBA degree from China Europe International Business School (CEIBS) in 2008.

**Zhang Xiaolong**, age 56, Senior Executive Vice President and President of Weixin Group, joined the Company in March 2005 and had served as the General Manager for the Guangzhou R&D Division and led the QQ Mail team to be the top mail service provider in China. Later he was promoted to Corporate Vice President and since September 2012, Mr Zhang has been appointed as Senior Vice President in charge of the product and team management of Weixin/WeChat and QQ Mail. He is also responsible for the management and review of major innovation projects. In May 2014, Mr Zhang was promoted to Senior Executive Vice President in charge of the Weixin Group. Prior to joining the Company, Mr Zhang developed Foxmail independently in 1997 as the first generation of Internet software developer in China. He joined Boda China as Corporate Vice President in 2000, responsible for corporate mail developing. Mr Zhang received a Master’s degree in Telecommunications from Huazhong University of Science and Technology in 1994.

---

# Directors’ Report

**James Gordon Mitchell**, age 52, Chief Strategy Officer and Senior Executive Vice President, joined the Company in 2011. He is responsible for various functions, including the Company’s strategic planning and implementation, investor relations, mergers and acquisitions and investment activities. Prior to joining the Company, Mr Mitchell had worked in investment banking for 16 years. Most recently, Mr Mitchell was a managing director at Goldman Sachs in New York, leading the bank’s Communications, Media and Entertainment research team, which analysed Internet, entertainment and media companies globally. Mr Mitchell received a degree from Oxford University and holds a Chartered Financial Analyst Certification. Mr Mitchell currently serves as a chairman and/or a director of certain subsidiaries of the Company.

**Tong Tao Sang**, age 52, Senior Executive Vice President and President of Cloud and Smart Industries Group, is leading Tencent Cloud, serving global enterprises from industries such as retail, financials, healthcare and manufacturing. Mr Tong is also leading AI powered products such as Yuanbao and IMA. Mr Tong manages multiple advanced research labs and he is one of the co-chairs of Tencent’s technology council. Mr Tong joined the Company as a technical architect in 2005, and had previously led QQ, Qzone, QQMusic, and their advertising and subscription businesses. Mr Tong received a Bachelor of Science degree in Computer Engineering from University of Michigan, Ann Arbor and a Master of Science degree in Electrical Engineering from Stanford University. Mr Tong currently serves as a director of a subsidiary of the Company.

**Lu Shan**, age 51, Senior Executive Vice President and President of Technology and Engineering Group, joined the Company in 2000 and had served as the General Manager for the IM Product Division, Vice President for the Platform Research and Development System and Senior Vice President for the Operations Platform System. Since March 2008, Mr Lu has been in charge of management of the Operations Platform System of the Company. Since May 2012, Mr Lu has been in charge of management of the Technology and Engineering Group. Prior to joining the Company, he worked for Shenzhen Liming Network Systems Limited. Mr Lu received a Bachelor of Science degree in Computer Science and Technology from University of Science and Technology of China (USTC) in 1998. Mr Lu currently serves as a director or officer of certain subsidiaries of the Company.

**Ma Xiaoyi**, age 52, Senior Vice President, joined the Company in 2007 and has been responsible for international publishing of Tencent Games, establishing and maintaining long-term business partnerships and cooperation for the Company since November 2008. Prior to joining the Company, Mr Ma served as the General Manager of the games division of OPTIC Communication Co., Ltd. Prior to that, Mr Ma worked as the General Manager in Shanghai EasyService Technology Development Ltd. Mr Ma graduated from Shanghai Jiaotong University in 1997, and received an EMBA degree from Fudan University in 2008. Mr Ma currently serves as a director of certain subsidiaries of the Company.

---

# Directors' Report

**Lin Ching-Hua**, age 53, Senior Vice President, joined the Company in 2013 and has been responsible for the exploration and development of the Company’s Advertising and Smart Retail businesses. He also oversees strategic development of the Company and drives the Group’s strategic upgrade and business collaboration. In 2020, Mr Lin was promoted to Senior Vice President. Prior to joining the Company, Mr Lin was a partner at McKinsey & Company and the managing partner of its Taiwan office. Mr Lin received a Bachelor of Sociology degree from National Taiwan University and a Master of Business Administration degree from Harvard University. Mr Lin currently serves as a director or officer of certain subsidiaries of the Company.

**John Shek Hon Lo**, age 57, Chief Financial Officer and Senior Vice President, joined the Company in 2004 and was appointed as Chief Financial Officer in May 2012. Prior to joining the Company, Mr Lo worked at PricewaterhouseCoopers. He currently serves as a Steward of The Hong Kong Jockey Club. He is a Fellow of the CPA Australia, a Fellow of the Hong Kong Institute of Certified Public Accountants, a Fellow of the Chartered Institute of Management Accountants and a Fellow of the Association of Chartered Certified Accountants. Mr Lo received a Bachelor of Business degree in Accounting from Curtin University and an EMBA degree from Kellogg Graduate School of Management, Northwestern University and The Hong Kong University of Science and Technology. Mr Lo currently serves as a director of a subsidiary of the Company.

**Guo Kaitian**, age 53, Senior Vice President, joined the Company in 2002 and has been responsible for overseeing the Company’s functional divisions of legal affairs, administration, infrastructure, procurement, public strategy, information security and corporate social responsibility. Mr Guo received a Bachelor of Law degree from Zhongnan University of Economics and Law in 1996. Mr Guo currently serves as a director or officer of certain members of the Group.

**Xi Dan**, age 50, Senior Vice President, joined the Company in 2002 and has been responsible for overseeing the Company’s talent development and functional management since May 2008. Prior to joining the Company, Mr Xi was responsible for HR management in ZTE Corporation and has more than 30 years of experience in IT and Internet industries. Mr Xi received a Bachelor of Science degree in Applied Computer Science from Shenzhen University in 1996 and an MBA degree from Tsinghua University in 2005. Mr Xi currently serves as a director or officer of certain subsidiaries of the Company.

**Yeung Kwok On**, age 64, Senior Management Adviser, joined the Company in 2008. He supports and facilitates organisational innovation and leadership development within the Company and its key strategic partners. Mr Yeung also serves as Dean of TencentX, a corporate learning platform that has approximately 700 entrepreneur alumni. Prior to joining the Company, Mr Yeung, as a professor, had taught at University of Michigan and China Europe International Business School and also served as Chief HR Officer of Acer Group from 1998 to 2002. Mr Yeung received a Bachelor’s and a Master’s degree from The University of Hong Kong and a Doctoral degree from University of Michigan.

---

# Directors’ Report

## DIRECTORS’ SERVICE CONTRACT

Mr Ma Huateng has entered into a service contract with the Company for a term of three years from 1 January 2025 to 31 December 2027. The term of his service contract can be renewed upon expiry and the Company may terminate his service contract by three months’ written notice.

None of the directors who are proposed for re-election at the 2026 AGM has a service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.

## DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS

Save as disclosed in this annual report, no transaction, arrangement or contract of significance in relation to the Group’s business to which the Company or any of its subsidiaries was a party and in which a director of the Company or an entity connected with a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.

## PERMITTED INDEMNITY PROVISION

A permitted indemnity provision for the benefit of the directors of the Company is currently in force and was in force throughout the financial year. The Company has taken out and maintained directors and officers liability insurance which provides appropriate cover for, among others, directors of the Company.

## DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES

Save as disclosed in this annual report, neither the Company nor any of its subsidiaries was a party to any arrangements to enable directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate at any time during the year or at the end of the year.

---

# Directors' Report

## DIRECTORS' INTERESTS IN SECURITIES

As at 31 December 2025, the interests and short positions of the directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they have taken, or are deemed to have taken, under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be recorded in the register required to be kept by the Company; or (c) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange were as follows:

### (A) Long position in the shares and underlying shares of the Company

| Name of director | Nature of interest | Number of Shares/ underlying Shares held | Approximate % of shareholding (Note 7) |
| :--- | :--- | :--- | :--- |
| Ma Huateng | Corporate (Note 1) | 804,859,700 | 8.82% |
| Li Dong Sheng | Personal* | 82,350 (Note 2) | 0.0009% |
| Ian Charles Stone | Personal* | 73,951 | |
| | Family⁺ | 240,000 | |
| | | **313,951 (Note 3)** | **0.003%** |
| Yang Siu Shun | Personal* | 50,690 (Note 4) | 0.0006% |
| Ke Yang | Personal* | 64,719 (Note 5) | 0.0007% |
| Zhang Xiulan | Personal* | 34,281 (Note 6) | 0.0004% |

---

# Directors’ Report

**Note:**

1. Advance Data Services Limited, a British Virgin Islands company wholly-owned by Mr Ma Huateng, holds 709,859,700 Shares directly and 95,000,000 Shares indirectly through its wholly-owned subsidiary, Ma Huateng Global Foundation Limited (formerly known as Ma Huateng Global Foundation).

2. The interest comprises 54,037 Shares and 28,313 underlying Shares in respect of the outstanding Awarded Shares which remained unvested under the 2023 Share Award Scheme. Details of the Awarded Shares granted to this director are set out above under “Share Award Scheme”.

3. The interest comprises 257,329 Shares and 56,622 underlying Shares in respect of the outstanding Awarded Shares which remained unvested under the 2023 Share Award Scheme. Details of the Awarded Shares granted to this director are set out above under “Share Award Scheme”.

4. The interest comprises 360 Shares and 50,330 underlying Shares in respect of the outstanding Awarded Shares which remained unvested under the 2023 Share Award Scheme. Details of the Awarded Shares granted to this director are set out above under “Share Award Scheme”.

5. The interest comprises 36,406 Shares and 28,313 underlying Shares in respect of the outstanding Awarded Shares which remained unvested under the 2023 Share Award Scheme. Details of the Awarded Shares granted to this director are set out above under “Share Award Scheme”.

6. The interest comprises 6,650 Shares and 27,631 underlying Shares in respect of the outstanding Awarded Shares which remained unvested under the 2023 Share Award Scheme. Details of the Awarded Shares granted to this director are set out above under “Share Award Scheme”.

7. As at 31 December 2023, the total number of issued Shares was 9,120,235,999.

\* Interests of beneficial owner

+ Interests of spouse or child under 18 as beneficial owner

---

# (B) Long position in the shares of associated corporations of the Company

| Name of director | Name of associated corporation | Nature of interest | Number of shares and class of shares held | Approximate % of shareholding |
| :--- | :--- | :--- | :--- | :--- |
| Ma Huateng | Tencent Computer | Personal | RMB35,285,705 (registered capital) | 54.29% |
| Ma Huateng | Shiji Kaixuan | Personal | RMB5,971,427 (registered capital) | 54.29% |

Save as disclosed above, none of the directors or chief executive of the Company and their associates, had interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations as at 31 December 2025.

# CONNECTED TRANSACTIONS

Reference is made to the waiver granted by the Stock Exchange regarding the compliance with the applicable disclosure, reporting and shareholders’ approval requirements under Chapter 14A of the Listing Rules when the Company was listed in June 2004.

## The reasons for using Structure Contracts

Current PRC laws and regulations limit foreign investment in businesses providing value-added telecommunications services in China. As foreign-invested enterprises, the WFOEs do not have licences to provide Internet content or information services and other telecommunications value-added services. Accordingly, the value-added telecommunications business of the Group has been conducted through Tencent Computer, Shiji Kaixuan and Shenzhen Tencent Tianyou (the “OPCOs”) by themselves or through their subsidiaries under the Structure Contracts (as defined in the section “Our History and Structure – Structure Contracts” of the IPO prospectus of the Company). As a result of the Structure Contracts, the Group is able to recognise and receive the economic benefit of the business and operations of the OPCOs. The Structure Contracts are also designed to provide the Company with effective control over and (to the extent permitted by PRC law) the right to acquire the equity interests in and/or assets of the OPCOs.

For a summary of the major terms of the Structure Contracts, please refer to the sections headed “Our History and Structure” and “Structure Contracts” in the IPO prospectus. During the year ended 31 December 2025, there was no material change in the Structure Contracts and/or the circumstances under which they were adopted, and none of the Structure Contracts has been unwound as none of the restrictions that led to the adoption of Structure Contracts has been removed.

---

# Directors' Report

## Requirements related to Structure Contracts (other than relevant foreign ownership restrictions) as at 31 December 2025

Requirements related to Structure Contracts (other than relevant foreign ownership restrictions) include the Notice on Further Strengthening the Administration of Pre-examination and Approval of Online Games and the Examination and Approval of Imported Online Games (關於貫徹落實國務院《“三定”規定》和中央編辦有關解釋，進一步加強網絡遊戲前置審批和進口網絡遊戲審批管理的通知) (the “Circular 13”) jointly issued by PRC General Administration of Press and Publication, the National Copyright Administration and the National Office of Combating Pornography and Illegal Publications in September 2009, which provides that foreign investors are not permitted to invest in online game-operating businesses in the PRC via wholly-owned, equity joint venture or co-operative joint venture investments and further expressly prohibits foreign investors from gaining control over or participating in domestic online game operators through indirect ways such as establishing other joint venture companies or entering into contractual or technical arrangements with the Chinese licence holders.

However, the Circular 13 does not provide any interpretation of the term “foreign investors” or make a distinction between foreign online game companies and companies under a corporate structure similar to the Group. Thus, it is unclear whether National Press and Publication Administration (National Copyright Administration) will deem the Group’s structure and operations to be in violation of these provisions.

In the view of the Company’s PRC legal advisers, the arrangement of the Structure Contracts does not violate applicable existing PRC laws and regulations as the businesses involving value-added telecommunication services, online and mobile games, online advertising and other Internet and wireless portals in the PRC are operated by OPCOs that hold the necessary licences for the existing lines of businesses.

However, the Company’s PRC legal advisers also advised that there are substantial uncertainties regarding the interpretation and application of the currently applicable PRC laws, rules and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities and PRC courts will not take a view that is contrary to the position of the Company’s PRC legal advisers concerning the Structure Contracts.

It is uncertain whether any new PRC laws, rules or regulations relating to Structure Contracts will be adopted or if adopted, what they would provide and how they will affect the Structure Contracts. On 15 March 2019, the Standing Committee of National People’s Congress promulgated Law of Foreign Investment which became effective on 1 January 2020 (the “2019 Law of Foreign Investment”). While the 2019 Law of Foreign Investment does not define Structure Contracts as a form of foreign investment explicitly, the Company cannot assure that future laws and regulations will not provide for Structure Contracts as a form of foreign investment. Therefore, there can be no assurance that the Company’s control over OPCOs through Structure Contracts will not be deemed as foreign investment in the future. If the Structure Contracts were to be deemed as a method of foreign investment under any future laws, regulations and rules, and if any of the Company’s business operations were to fall under the “negative list” for foreign investment, the Company would need to take further actions in order to comply with these laws, regulations and rules, which may materially and adversely affect its current corporate structure, business, financial condition and results of operations.

---

# Directors' Report

## Particulars of the OPCOs

Set out below is the registered owners and business activities of the OPCOs which had entered into transactions with the Group during the year ended 31 December 2025:

| Name of the operating companies | Registered owners as at 31 December 2025 | Business activities |
| :--- | :--- | :--- |
| Tencent Computer | 54.29% by Ma Huateng<br>22.85% by Zhang Zhidong<br>11.43% by Xu Chenye<br>11.43% by Chen Yidan | Provision of value-added services and Internet advertisement services in the PRC |
| Shiji Kaixuan | 54.29% by Ma Huateng<br>22.85% by Zhang Zhidong<br>11.43% by Xu Chenye<br>11.43% by Chen Yidan | Provision of Internet advertisement services in the PRC |
| Shenzhen Tencent Tianyou* | Tencent Enterprise Management | Provision of value-added services in the PRC |

\* Ultimate registered owners being Mr Ma Huateng and Mr Xu Chenye, both being founders, and a management team member, each ultimately interested in 60%, 35% and 5%, respectively of Tencent Enterprise Management.

The above OPCOs are significant to the Group as they hold relevant licences to provide Internet information services and other value-added telecommunications services. The aggregate gross revenue and net asset value of the above OPCOs that are subject to the Structure Contracts amounted to approximately RMB430 billion for the year ended 31 December 2025 and approximately RMB27 billion as at 31 December 2025, respectively.

---

# Directors’ Report

## Review of the transactions carried out under the Structure Contracts during the financial year

The Company’s independent non-executive directors had reviewed the Structure Contracts and confirmed that the transactions carried out during the financial year had been entered into in accordance with the relevant provisions of the Structure Contracts and, had been operated so as to transfer by the date of this annual report the Surplus Cash (as defined in the section “Our History and Structure – Structure Contracts” of the IPO prospectus of the Company) of each of the OPCOs as at 31 December 2025 to Tencent Technology, Cyber Tianjin (formerly known as Shidai Zhaoyang Technology (Shenzhen) Company Limited in the IPO prospectus of the Company), Tencent Beijing, Shenzhen Tencent Information, Tencent Chengdu, Chongqing Tencent Information, Shanghai Tencent Information, Tencent Shanghai, Tencent Wuhan, Hainan Network, Guangzhou Tencent Technology, Shenzhen Tencent Network, Guian New Area Tencent Cyber, Cyber Shenzhen, Wuhan Tencent Information, Guangzhou Tencent Computer, Hangzhou Tencent Information, Yizheng Cyber and Shenzhen Tencent Cyber.

The Company’s independent non-executive directors had also confirmed that no dividends or other distributions had been made by the OPCOs to the holders of their equity interests and the terms of any new Structure Contracts entered into, renewed and/or cloned during the relevant financial period are fair and reasonable so far as the Group was concerned and in the interests of the Company’s shareholders as a whole.

The Auditor had carried out procedures on the transactions conducted pursuant to the Structure Contracts and had provided a letter to the Board confirming that such transactions had been approved by the Board and had been entered into, in all material respects, in accordance with the relevant Structure Contracts and had been operated so as to transfer the Surplus Cash of the OPCOs as at 31 December 2025 to the WFOEs and that no dividends or other distributions had been made by the OPCOs to the holders of their equity interests.

Transactions carried out during the year ended 31 December 2025, which have been eliminated in the consolidated financial statements of the Group, are set out as follows:

1. Pursuant to the TCS CFC, the parties shall co-operate in the provision of communications services. Tencent Technology and its affiliates shall allow Tencent Computer to use its and its affiliates’ assets and provide services to Tencent Computer. Tencent Computer shall transfer all of its Surplus Cash to Tencent Technology and its affiliates as consideration. The parties also established the TCS Co-operation Committee according to this agreement. During the year, revenue sharing amounting to approximately RMB175,846 million, RMB548 million, RMB26,395 million, RMB2,132 million, RMB15,453 million, RMB1,940 million, RMB3,848 million, (RMB3 million), RMB786 million, RMB2,980 million, RMB70 million, RMB1,247 million, RMB6,476 million, RMB449 million, RMB92 million, RMB150 million, RMB31 million and RMB6,148 million were paid or payable by Tencent Computer to Tencent Technology, Cyber Tianjin, Tencent Beijing, Tencent Chengdu, Tencent Shanghai, Tencent Wuhan, Chongqing Tencent Information, Shenzhen Tencent Information, Hainan Network, Guangzhou Tencent Technology, Shenzhen Tencent Network, Guian New Area Tencent Cyber, Cyber Shenzhen, Wuhan Tencent Information, Guangzhou Tencent Computer, Hangzhou Tencent Information, Yizheng Cyber and Shenzhen Tencent Cyber respectively.

---

# Directors' Report

2. Pursuant to the SKT CFC, the parties shall co-operate in the provision of communications services. Cyber Tianjin and its affiliates shall allow Shiji Kaixuan to use its and its affiliates' assets and provide services to Shiji Kaixuan. Shiji Kaixuan shall transfer all of its Surplus Cash to Cyber Tianjin and its affiliates as consideration. The parties also established the SKT Co-operation Committee according to this agreement. During the year, no services were transacted under such arrangements, save as disclosed elsewhere in this section.

3. Pursuant to the amended and restated IP transfer agreement dated 28 February 2004 entered into between Tencent Technology and Tencent Computer, Tencent Computer shall assign to Tencent Technology its principal present and future IP rights, free from encumbrances (except for licences granted in the ordinary course of Tencent Computer's business) in consideration of Tencent Technology's undertaking to provide certain technology and information services to Tencent Computer. During the year, no IP transfer was transacted under such arrangements, save as disclosed elsewhere in this section.

4. Pursuant to the IP transfer agreement dated 28 February 2004 entered into between Cyber Tianjin and Shiji Kaixuan, Shiji Kaixuan shall assign to Cyber Tianjin its principal present and future IP rights, free from encumbrance (except for licences granted in the ordinary course of Shiji Kaixuan's business) in consideration of Cyber Tianjin's undertaking to provide certain technology and information services to Shiji Kaixuan. During the year, no IP transfer was transacted under such arrangements, save as disclosed elsewhere in this section.

5. Pursuant to the domain name licence agreement dated 28 February 2004 entered into between Tencent Technology, as licensor, and Tencent Computer, as licensee, Tencent Technology shall grant to Tencent Computer a non-exclusive licence to use specified domain names against payment of annual royalties determined by the TCS Co-operation Committee within a range of percentages of Tencent Computer's annual revenues. During the year, no domain name licence was transacted under such arrangements, save as disclosed elsewhere in this section.

6. Pursuant to the domain name licence agreement dated 28 February 2004 entered into between Tencent Technology, as licensor, and Shiji Kaixuan, as licensee, Tencent Technology shall grant to Shiji Kaixuan a non-exclusive licence to use specified domain names against payment of annual royalties determined as a percentage of Shiji Kaixuan's annual revenues (which may be adjusted pursuant to the agreement or the SKT CFC). During the year, no domain name licence was transacted under such arrangements, save as disclosed elsewhere in this section.

7. Pursuant to the trademark licence agreement dated 28 February 2004 entered into between Tencent Technology, as licensor, and Tencent Computer, as licensee, Tencent Technology shall grant to Tencent Computer a non-exclusive licence to use specified trademarks against payment of annual royalties determined as a percentage of Tencent Computer's annual revenues (which may be adjusted pursuant to the agreement or the TCS CFC). During the year, no trademark licence was transacted under such arrangements, save as disclosed elsewhere in this section.

---

# Directors' Report

8. Pursuant to the trademark licence agreement dated 28 February 2004 entered into between Tencent Technology, as licensor, and Shiji Kaixuan, as licensee, Tencent Technology shall grant to Shiji Kaixuan a non-exclusive licence to use specified trademarks against payment of annual royalties determined as a percentage of Shiji Kaixuan’s annual revenues (which may be adjusted pursuant to the agreement or the SKT CFC). During the year, no trademark licence was transacted under such arrangements, save as disclosed elsewhere in this section.

9. Pursuant to the information consultancy services agreement dated 28 February 2004 entered into between Tencent Technology, as consultant, and Tencent Computer, Tencent Technology shall provide specified information consultancy services to Tencent Computer against payment of an annual consultancy service fee determined by the TCS Co-operation Committee within a range of percentages of Tencent Computer’s annual revenues. During the year, no consultancy service was transacted under such arrangements, save as disclosed elsewhere in this section.

10. Pursuant to the technical consultancy services agreement dated 28 February 2004 entered into between Tencent Technology, as consultant, and Shiji Kaixuan, Tencent Technology shall provide specified technical consultancy services to Shiji Kaixuan against payment of an annual consultancy service fee determined by the SKT Co-operation Committee within a range of percentages of Shiji Kaixuan’s annual revenues. During the year, no consultancy service was transacted under such arrangements, save as disclosed elsewhere in this section.

11. Pursuant to the co-operation framework agreement entered into between Shenzhen Tencent Tianyou and the relevant WFOEs, the parties shall cooperate in the provision of communications services. For each agreement, the WFOEs shall allow Shenzhen Tencent Tianyou to use its and its affiliates’ assets and provide services to Shenzhen Tencent Tianyou. Shenzhen Tencent Tianyou shall transfer all of its Surplus Cash to the WFOEs and its affiliates as consideration. Co-operation committees have also been established according to these agreements. During the year, revenue sharing amounting to approximately RMB62,381 million, RMB53,378 million, RMB2,351 million, RMB1 million, RMB136 million, RMB294 million, RMB831 million, RMB5,685 million, RMB214 million, RMB66 million and RMB19 million were paid or payable by Shenzhen Tencent Tianyou to Tencent Technology, Tencent Chengdu, Tencent Shanghai, Tencent Wuhan, Chongqing Tencent Information, Shenzhen Tencent Information, Hainan Network, Shenzhen Tencent Network, Guian New Area Tencent Cyber, Cyber Shenzhen and Wuhan Tencent Information respectively.

---

# Directors' Report

## The risks associated with Structure Contracts and the actions taken by the Company to mitigate the risks

Due to regulatory limitations restricting foreign investment in businesses providing value-added telecommunications services in China, the Company conducts some of its business in the PRC through the OPCOs. These contractual arrangements may not be as effective in providing control as direct ownership. Pursuant to the Structure Contracts, the arbitration tribunal is entitled to decide compensation for the equity interests or property ownership of OPCOs, decide to implement enforceable remedy (including mandatorily requiring OPCOs to transfer the equity interests of OPCOs to the WFOEs, etc.) or order the bankruptcy of OPCOs. Prior to the formation of the arbitration tribunal, the courts of the places where the major assets of OPCOs are situated are entitled to implement interim remedies to ensure the enforcement of the future decisions of the arbitration tribunals.

The WFOEs have been structured and located in order to benefit from preferential tax treatments offered to companies located in designated economic zones and/or operating software-related businesses. Although the relevant governmental authority has granted such preferential tax treatment to certain WFOEs and OPCOs, there can be no assurance that the conditions under which these treatments are provided will always be present. The relevant WFOEs and OPCOs would use their reasonable endeavours to take all necessary actions, including but not limited to maintaining or acquiring their status as "High and New Technology Enterprise" or "National Key Software Enterprise", in order to continue to enjoy the reduced income tax rate and the other tax concessions.

Due to the legal constraints in relation to foreign investment in the telecommunications value-added services industry in the PRC, a number of agreements have been entered into between members of the Group whereby the Company and the WFOEs derive substantially all their revenues from transactions with the OPCOs. The recognition of revenues outlined in these intra-group contracts could be challenged by tax authorities and any adjustment in tax treatment could have a material and adverse impact on the taxable profitability of the Group. As advised by the Company's PRC legal advisers, it is unlikely that the tax treatment of revenues will be challenged by the PRC tax authorities, provided that the transactions under these intra-group contracts represent bona fide transactions conducted on an arm's length basis. The Company will take all necessary actions to ensure and monitor that relevant transactions are to be conducted on an arm's length basis to minimise the risks of adjustment in tax treatment.

For details of the risks associated with the Structure Contracts, please refer to the section headed "Risk factors — Risks relating to our structure" in the IPO prospectus.

## Other connected transactions

The Group entered into certain transactions with "related parties" as defined under applicable accounting standards during the financial year ended 31 December 2025 which were disclosed in Note 14(a) (Senior management's emoluments), Note 14(b) (Five highest paid individuals), Note 15 (Benefits and interests of directors), Note 27 (Loans to investees and investees' shareholders), Note 35 (Share-based payments) and Note 45 (Related party transactions) to the consolidated financial statements. Save as the related parties transactions involving payment of remuneration to certain directors of the Group which constitute continuing connected transactions fully exempt from the connected transaction requirements under Rule 14A.76(1) or Rule 14A.95 of the Listing Rules, no related parties transactions disclosed in the consolidated financial statements constitutes a connected transaction as defined under Chapter 14A of the Listing Rules.

---

# Directors’ Report

## INTERESTS OF SUBSTANTIAL SHAREHOLDERS

As at 31 December 2025, the following persons, other than the directors or chief executive of the Company, had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO, or as otherwise notified to the Company:

### Long/ short position in the shares of the Company

| Name of shareholder | Long/ short position | Nature of interest/ capacity | Number of Shares/ underlying Shares held | Approximate % of shareholding (Note 3) |
|---|---|---|---|---|
| MIH Internet Holdings B.V. | Long position | Corporate (Note 1) | 2,079,512,000 | 22.80% |
| Advance Data Services Limited | Long position | Corporate (Note 2) | 804,859,700 | 8.82% |

**Note:**

1. MIH Internet Holdings B.V. is controlled by Naspers Limited through its non wholly-owned subsidiary, Prosus N.V. MIH Internet Holdings B.V. is a wholly-owned subsidiary of Prosus N.V. As such, Naspers Limited, Prosus N.V. and MIH Internet Holdings B.V. are deemed to be interested in the same block of 2,079,512,000 Shares under Part XV of the SFO.
2. Advance Data Services Limited holds 709,859,700 Shares directly and 95,000,000 Shares indirectly through its wholly-owned subsidiary, Ma Huateng Global Foundation Limited (formerly known as Ma Huateng Global Foundation). As Advance Data Services Limited is wholly-owned by Mr Ma Huateng, Mr Ma has an interest in these Shares as disclosed under the section of “Directors’ Interests in Securities”.
3. As at 31 December 2025, the total number of issued Shares was 9,120,235,999.

Save as disclosed above, the Company had not been notified of any other persons (other than the directors or chief executive of the Company) who, as at 31 December 2025, had interests or short positions in the Shares and underlying Shares as recorded in the register required to be kept by the Company under section 336 of the SFO.

---

# Directors' Report

## MANAGEMENT CONTRACTS

No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the year.

## MAJOR CUSTOMERS AND SUPPLIERS

For the year ended 31 December 2025, the five largest customers of the Group accounted for approximately 6.5% of the Group’s total revenues while the largest customer of the Group accounted for approximately 3.4% of the Group’s total revenues. In addition, for the year ended 31 December 2025, the five largest suppliers of the Group accounted for approximately 18.8% of the Group’s total purchases while the largest supplier of the Group accounted for approximately 4.4% of the Group’s total purchases.

None of the directors, their close associates or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued Shares) had an interest in any of the major customers or suppliers noted above.

## AUDIT COMMITTEE

The Audit Committee, together with the Auditor, has reviewed the Group’s audited consolidated financial statements for the year ended 31 December 2025. The Audit Committee has also reviewed the accounting principles and practices adopted by the Group and discussed auditing, risk management, internal control and financial reporting matters.

## ENVIRONMENT AND COMPLIANCE WITH LAWS

The Group is committed to minimising the impact on the environment from our business activities and the details of such efforts are set out in the section headed “Environmental Protection” in the standalone “Environmental, Social and Governance Report 2025”. As far as the Board is aware, the Group has complied with the relevant laws and regulations that have a significant impact on the Group in all material respects.

## ADOPTION OF CODE OF CONDUCT REGARDING DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted a code of conduct regarding directors’ securities transactions on terms no less exacting than the required standard set out in the Model Code. The directors of the Company have complied with such code of conduct throughout the accounting year covered by this annual report.

---

# Directors' Report

## PRE-EMPTIVE RIGHTS

There is no provision for pre-emptive rights under the Articles of Association, or the laws of the Cayman Islands, which would oblige the Company to offer new Shares on a pro rata basis to existing shareholders of the Company.

## EMPLOYEE AND REMUNERATION POLICIES

As at 31 December 2025, the Group had 115,849 employees (2024: 110,558). The number of employees employed by the Group varies from time to time depending on needs and employees are remunerated based on industry practice.

The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options may be awarded to employees according to the assessment of individual performance.

The total remuneration cost incurred by the Group for the year ended 31 December 2025 was RMB130.7 billion (2024: RMB112.8 billion).

## SUFFICIENCY OF PUBLIC FLOAT

As at the date of this annual report, based on information that is publicly available to the Company and within the knowledge of its directors, the directors confirm that the Company has maintained during the year the amount of public float as required under the Listing Rules.

## CLOSURE OF REGISTER OF MEMBERS

### (A) Entitlement to Attend and Vote at the 2026 AGM

For the purpose of determining the shareholders’ entitlement to attend and vote at the 2026 AGM, the register of members of the Company will be closed as set out below:

| Action | Date/Time |
| :--- | :--- |
| Latest time to lodge transfer documents for registration | 4:30 p.m. on 7 May 2026, Thursday |
| Closure of register of members | 8 May 2026, Friday to 13 May 2026, Wednesday (both dates inclusive) |
| Record date | 13 May 2026, Wednesday |

---

# Directors’ Report

## (B) Entitlement to the Proposed Final Dividend

For the purpose of determining the shareholders’ entitlement to the proposed final dividend, the register of members of the Company will be closed as set out below:

- **Ex-dividend date**: 15 May 2026, Friday
- **Latest time to lodge transfer documents for registration**: 4:30 p.m. on 18 May 2026, Monday
- **Closure of register of members**: 19 May 2026, Tuesday to 20 May 2026, Wednesday (both dates inclusive)
- **Record date**: 20 May 2026, Wednesday

During the above closure periods, no transfer of Shares will be registered. In order to be entitled to attend and vote at the 2026 AGM and to qualify for the proposed final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than the aforementioned latest time.

## AUDITOR

The financial statements have been audited by PricewaterhouseCoopers who will retire and, being eligible, offer themselves for re-appointment at the 2026 AGM.

On behalf of the Board

**Ma Huateng**
*Chairman*

Hong Kong, 18 March 2026

---

# Corporate Governance Report

Maintaining the highest standards of corporate governance and ethical business practices are core values of the Group. The Board views effective corporate governance practices as a priority of the Group, with the aim of providing our investors with a thorough understanding of the Group’s management and how such management oversees and manages different businesses of the Group. Our belief is that investors will realise significant long-term value when the Group’s businesses are conducted in an open and responsible manner. Ethical business practices go hand in hand with strong corporate governance, and we believe that running our businesses ethically will lead to public trust and will ultimately create shareholder value for the Group.

## CORPORATE GOVERNANCE PRACTICES

The Company’s corporate governance practices are based on the code provisions as set out in the CG Code. The Board believes that throughout the year ended 31 December 2025, the Company complied with the applicable code provisions set out in the CG Code, except for the deviations from code provisions B.2.2 regarding the retirement and re-election of directors and C.2.1 regarding the segregation of the roles of chairman and chief executive. The reasons for these deviations are further explained in the sub-sections headed “Chairman and Chief Executive Officer” and “Appointments, Re-election and Removal” below.

The Board continues to monitor and review the Company’s corporate governance practices and makes necessary changes when appropriate.

## CORPORATE CULTURE

The Company promotes the values of “Integrity, Proactivity, Collaboration, and Creativity” as its guiding principles for long-term sustainable development. The essence of the Company’s vision and mission of “Value for Users, Tech for Good” is to use the power of technology to better care for people; and the creation of social value is a journey in which the Company transforms the abstract concept of kindness and care into executable strategies, action plans, products, and operations. The Company promotes the integration of its corporate values into its operations through policies and initiatives, including without limitation advocating a workplace culture of diversity, equity, and inclusion and focusing on long-term creation of sustainable social value by driving innovation in technologies, products and models, and providing solutions to social challenges. For further information on the Company’s corporate culture, please refer to the standalone “Environmental, Social and Governance Report 2025” published by the Company.

## BOARD OF DIRECTORS

### Responsibilities

The Board’s fundamental responsibility is to exercise its best judgment and to act in the best interests of the Company and its shareholders. The Board oversees management’s efforts to promote the Company’s success while operating in an effective and responsible manner. The Board also formulates the Company’s overall business strategy and monitors management’s execution of such strategy.

---

# Corporate Governance Report

The Board has defined the business and governance issues for which it needs to be responsible, and these matters are reviewed periodically to ensure that the Company maintains effective and up-to-date corporate governance practices. In this regard, the Board:

- determines the Group’s mission, provides its strategic direction and is responsible for the approval of strategic plans;
- approves the annual business plan and budget proposed by management;
- retains full and effective control over the Group and monitors management with regard to the implementation of the approved annual business plan and budget;
- appoints the Chief Executive Officer, who reports to the Board, and ensures that succession is planned;
- approves the Company’s financial statements and interim and annual reports;
- determines the Group’s communication policy;
- determines directors’ selection, orientation and evaluation;
- ensures that the Group has appropriate risk management, internal control, internal audit and regulatory compliance procedures in place and that it communicates adequately with shareholders and stakeholders;
- establishes Board committees with clear terms of reference and responsibilities as appropriate;
- defines levels of delegation in respect of specific matters, with required authority to Board committees and management;
- monitors non-financial aspects pertaining to the businesses of the Group;
- considers and, if appropriate, declares the payment of dividends to shareholders; and
- regularly evaluates its own performance and effectiveness.

---

# Corporate Governance Report

The Board delegates the responsibility of day-to-day business and operations to the Company’s senior management team, which includes its chief officers, the president and executive vice-presidents. The senior management team meets once every two weeks or as frequently as necessary to formulate policies and makes recommendations to the Board. The senior management team administers, enforces, interprets and supervises compliance with the internal rules and operational procedures of the Company as well as those of its subsidiaries and conducts regular reviews, recommends and advises on appropriate amendments to such rules and procedures. The senior management team reports to the Board on a regular basis and communicates with the Board whenever required.

To better serve the long-term interests of our stakeholders, the Board delegates certain matters requiring particular time, attention and expertise to its committees. The Board has determined that these matters are better handled by the committees as they require independent oversight and specialist input. As such, the Board has established five committees to assist it: Audit Committee, Corporate Governance Committee, Investment Committee, Nomination Committee and Remuneration Committee. Each of the committees has its own terms of reference which clearly specify its powers and authorities. All committees report back to the Board and make recommendations to the Board as necessary.

The Company’s governance structure of these committees can be summarised as follows:

## Audit Committee

- handles the relationship with the Company’s external auditor;
- reviews the Company’s financial information;
- exercises oversight of the Company’s financial reporting system;
- reviews the work done by the Company’s management with respect to the Group’s risk management and internal control systems;
- oversees the risks undertaken by the Company including determining the level of risk the Company expects and is able to take;
- oversees the Group’s anti-money laundering and sanctions compliance system; and
- reviews the effectiveness of the Group’s risk management and internal control systems.

The terms of reference of the Audit Committee were revised in June 2025 to reflect the amendments to the CG Code which took effect from 1 July 2025.

---

# Corporate Governance Report

## Corporate Governance Committee

- reviews the Company’s corporate governance and makes recommendations to the Board;
- reviews and monitors the Company’s policies and practices on its compliance with legal and regulatory requirements;
- develops, reviews and monitors the code of conduct and compliance manual (if any) applicable to employees and directors;
- reviews the shareholders communication policy and makes recommendations to the Board where appropriate to enhance effective communications between the Company and its shareholders;
- reviews and monitors the evaluation and management of issues related to the Company’s ESG matters;
- reviews and monitors the progress made against ESG-related goals and targets;
- reviews the Company’s compliance with the CG Code and disclosure in the Corporate Governance Report and the ESG Report;
- reviews the Company’s ESG strategy and makes recommendations to the Board; and
- reviews and monitors the training and continuous professional development of directors and senior management team.

## Investment Committee

- identifies, considers and makes recommendations on mergers, acquisitions and disposals; and
- ensures compliance with the Listing Rules and any other relevant laws and regulations on any mergers, acquisitions and disposals.

---

# Corporate Governance Report

## Nomination Committee

- reviews and monitors the structure, size, composition and diversity of the Board in light of the Company’s strategy and assists the Board in maintaining a board skills matrix;
- identifies suitable and qualified individuals and makes recommendations to the Board as to new Board members, by taking into account the individual’s professional experience, knowledge, skills, gender, age, cultural and educational background, as well as the Listing Rules requirements;
- reviews and makes recommendations to the Board on individuals nominated to be directors by shareholders of the Company;
- assesses the independence of independent non-executive directors and the perspectives, skills and experience that such director can bring to the Board;
- reviews and monitors the implementation of the board diversity policy and the board nomination policy of the Company;
- assesses each director’s time commitment and contribution to the Board, as well as the director’s ability to discharge his/her responsibilities effectively; and
- supports the Company’s regular evaluation of the Board’s performance.

The terms of reference of the Nomination Committee were revised in June 2025 to reflect the amendments to the CG Code which took effect from 1 July 2025.

## Remuneration Committee

- reviews and approves proposals about the policy and structure of remuneration of directors and senior management team;
- ensures that these remuneration proposals are aligned with corporate goals and objectives;
- ensures that no director or any of his/her associates is involved in deciding his/her own remuneration; and
- reviews and approves matters relating to share schemes under Chapter 17 of the Listing Rules.

The major work of these committees during the year 2025 is set out on pages 93 to 101.

---

# Corporate Governance Report

All directors have full and timely access to all relevant information as well as the advice and services of the Company’s general counsel and the company secretary, with a view to ensuring that Board procedures and all applicable rules and regulations are followed. All directors may also obtain independent professional advice at the Company’s expense for carrying out their functions.

We believe education and training are important for maintaining an effective Board. New directors undergo an orientation programme designed to provide a thorough understanding of the Group’s operations and businesses, and also receive a handbook outlining their responsibilities under the Listing Rules and applicable laws. Existing directors are provided with tailored training programmes covering topics such as best practices in corporate governance, legal and regulatory trends and, given the nature of our business, emerging technologies and products. Directors also regularly meet with the senior management team to understand the Group’s businesses, governance policies and regulatory environment. During the year ended 31 December 2025, the Company arranged training on topics relating to corporate governance, legal and regulatory updates and product trends which are relevant to the Group’s businesses. The table below summarises the participation of each of the directors in continuous professional development during the year ended 31 December 2025:

| Name of director | Participated in continuous professional development¹ ¹ Attended training/seminar/conference arranged by the Company or other external parties or read relevant materials. |
| :--- | :---: |
| **Executive director** | |
| Ma Huateng | √ |
| **Non-executive directors** | |
| Jacobus Petrus (Koos) Bekker | √ |
| Charles St Leger Searle | √ |
| **Independent non-executive directors** | |
| Li Dong Sheng | √ |
| Ian Charles Stone | √ |
| Yang Siu Shun | √ |
| Ke Yang | √ |
| Zhang Xiulan | √ |

---

# Corporate Governance Report

A high level of corporate governance and integrity cannot be maintained only with the Board’s efforts. Each of the Group’s employees plays a role in contributing to such cause. A code of conduct which emphasises integrity and respect is distributed by the Company to all employees and it forms part of the employment agreement with each of the employees.

In addition, the Board has adopted various practices to bring the Group to a high level of corporate governance and compliance with the CG Code.

To stay abreast of the high level of corporate governance and maintain transparency of our corporate governance practices, we have continued to adopt and foster the following corporate governance practices:

- review of the shareholders communication policy has been and will be conducted on a regular basis;
- training has been and will continue to be provided to the directors on a timely basis, including briefing the directors on any updates to the Listing Rules and relevant laws;
- the company secretary who is an employee of the Company attends training in compliance with the Listing Rules requirements; and
- informal updates from time to time and structured monthly updates on the Company’s performance, position and prospects are provided to the directors.

## Chairman and Chief Executive Officer

Mr Ma Huateng serves as the Chairman and Chief Executive Officer of the Company. This is at variance with code provision C.2.1 of the CG Code, which provides that the roles of chairman and chief executive should be separate and should not be performed by the same individual, and that the division of responsibilities between the chairman and chief executive should be clearly established and set out in writing.

In view of the ever-changing business environment in which our Group operates, the Chairman and Chief Executive Officer must be technically sophisticated and sensitive to fast and rapid market changes, including changes in users’ preferences, in order to effectively promote the different businesses of the Group. The Board thus considers that segregating the roles of the Chairman and Chief Executive Officer may create unnecessary costs for the daily operations of the Group.

---

# Corporate Governance Report

Besides, all major decisions have been made in consultation with members of the Board and appropriate committees, as well as the senior management team. Chief officers and senior executives are invited to attend Board meetings from time to time to make presentations and answer the Board’s enquiries. Additionally, directors are encouraged to participate actively in all Board and committee meetings of which they are members, and the Chairman ensures that all issues raised are properly briefed at the Board meetings, and he works with the senior management team to provide adequate, accurate, clear, complete and reliable information to members of the Board in a timely manner. Further, the Chairman ensures that adequate time is available for discussion of all items at the Board meetings. During the year ended 31 December 2025, the Chairman held a meeting with the independent non-executive directors without the presence of other directors as required by the Listing Rules.

The Board is therefore of the view that there is an adequate balance of power and that appropriate safeguards are in place. Nevertheless, the Board will continue to regularly monitor and review the Company’s current structure and make necessary changes when appropriate.

## Composition

As at the date of this annual report, the Board comprised eight directors, with the executive director, two non-executive directors and five independent non-executive directors. During the year ended 31 December 2025 and up to the date of this annual report, there have been no changes to the composition of the Board.

A list of directors and their respective biographies which include their positions held at the Company and certain subsidiaries are set out on pages 61 to 64 of this annual report. There is no relationship (including financial, business, family or other material/relevant relationship(s)) among members of the Board.

In order to take advantage of the skills, experience and diversity of perspectives of the directors and to ensure that the directors give sufficient time and attention to the Group’s affairs, we request each director to disclose to the Company, on a quarterly basis, the number and nature of offices held in public companies or organisations and other significant commitments. The Board’s composition is in compliance with the requirement under the Listing Rules that the number of independent non-executive directors must represent at least one-third of the Board. The Board believes that the balance between the executive director and the non-executive directors (including independent non-executive directors) is reasonable and adequately provides sufficient checks and balances that safeguard the interests of the shareholders and the Group.

---

# Corporate Governance Report

The Board values the importance of professional judgment and advice provided by non-executive directors to safeguard the interests of the shareholders. The non-executive directors contribute diversified qualifications and experience to the Group by expressing their views in a professional, constructive and informed manner, and actively participate in Board and committee meetings and bring professional judgment and advice on issues relating to the Group’s strategies, policies, performance, accountability, resources, key appointments, standards of conduct, conflicts of interest and management processes, with the shareholders’ interests being the utmost important factor. The non-executive directors also take the lead where potential conflicts of interest arise and exercise their professional judgment and utilise their expertise to scrutinise the Company’s performance in achieving agreed corporate goals and objectives and monitor performance reporting.

Furthermore, in compliance with the Listing Rules, one of our independent non-executive directors has the appropriate professional qualifications in accounting or related financial management expertise, and provides valuable advice from time to time to the Board. The Company has also received from each independent non-executive director a confirmation annually of their independence and the Nomination Committee has conducted an annual review and considered that all independent non-executive directors are independent, taking into account the independence guidelines set out in the Listing Rules in the context of the length of service of each independent non-executive director.

As part of our corporate governance practice to provide transparency to the investor community and in compliance with the Listing Rules and the CG Code, independent non-executive directors are identified as such in all corporate communications containing the names of the directors. In addition, an updated list of directors identifying the independent non-executive directors and the roles and functions of the directors is maintained on the Company Website and the Stock Exchange’s website.

## Appointments, Re-election and Removal

The Board is the core of the Group’s success, and with the appropriate composition of the Board, we can benefit from the right set of skills, experience and diversity of perspectives to take the Company forward. Therefore, it is essential for the Company to maintain a formal, considered and transparent procedure for the appointment of new directors to the Board. It is our corporate governance practice and in accordance with the Articles of Association that all directors (except for the Chairman) should be subject to re-election at regular intervals and that the resignation and removal of any director should be explained with reasons. At the 2025 annual general meeting (“2025 AGM”), Messrs Li Dong Sheng and Yang Siu Shun retired and were re-elected.

Code provision B.2.2 of the CG Code provides that every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

---

# Corporate Governance Report

The Chairman, in accordance with the Articles of Association, whilst holding such office is not subject to retirement by rotation nor taken into account in determining the number of directors to retire in each year. Therefore, this is a deviation from code provision B.2.2 of the CG Code. The Chairman is one of the founders of the Group and he plays a key role in the growth and development of the Group and his continuing presence on the Board is vital to the sustainable development of the Group. Given the importance of the Chairman's role in the development of the Group, the Board considers that the deviation from code provision B.2.2 of the CG Code has no material impact on the operations of the Group as a whole.

As the re-election of Mr Ian Charles Stone, who was re-elected in 2022, was not considered at the 2025 AGM, there is a deviation from code provision B.2.2 of the CG Code. Notwithstanding that Mr Ian Charles Stone was not subject to retirement by rotation at the 2025 AGM, his biography and details of his emoluments are set out in the Directors' Report and Note 15 to the consolidated financial statements respectively for shareholders' information. Considering that the re-election of Mr Ian Charles Stone will be considered at the 2026 AGM, the Board believes that such deviation does not have a material impact on the operations of the Group as a whole.

## Board Activity

The Board met five times in 2025. The attendance of each director at Board meetings, committee meetings and the annual general meeting, whether in person or by means of electronic communication, is detailed in the table below:

| Name of director | Board | Audit Committee | Corporate Governance Committee | Nomination Committee | Remuneration Committee | Annual General Meeting |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| **Executive director** | | | | | | |
| Ma Huateng | 5/5 | | | 1/1 | | 1/1 |
| **Non-executive directors** | | | | | | |
| Jacobus Petrus (Koos) Bekker | 5/5 | | | | 4/4 | 1/1 |
| Charles St Leger Searle | 5/5 | 8/8 | 2/2 | 1/1 | | 1/1 |
| **Independent non-executive directors** | | | | | | |
| Li Dong Sheng | 5/5 | | | 1/1 | 2/4 | 1/1 |
| Ian Charles Stone | 5/5 | 8/8 | 2/2 | 1/1 | 4/4 | 1/1 |
| Yang Siu Shun | 5/5 | 8/8 | 2/2 | 1/1 | | 1/1 |
| Ke Yang* | 5/5 | | 2/2 | 0/0 | | 1/1 |
| Zhang Xiulan | 5/5 | | 2/2 | | | 1/1 |

\* Professor Ke Yang has been appointed as a member of the Nomination Committee of the Company with effect from 27 June 2025.

---

# Corporate Governance Report

At the Board meetings, the Board discussed a wide range of matters, including the Group’s overall strategies, financial and operational performances, approved the annual, interim and quarterly results of the Group, the appointment of directors, business prospects, regulatory compliance and corporate governance, and other significant matters. The company secretary, in consultation with the Chairman and the senior management team, prepares the agenda for each meeting and all directors are given the opportunity to include matters for discussion in the agenda. The company secretary also ensures that all applicable laws, rules and regulations in relation to the Board meetings are followed. The company secretary sends a notice and draft agenda of the Board meeting to each of the directors for consideration at least 14 days in advance of each regular Board meeting. The company secretary sends the final agenda, board papers and relevant information relating to the Group to each of the directors at least 3 days in advance of each regular Board meeting and committee meeting, and keeps the directors updated on the Group’s financial performance and latest developments. If any director raises queries, steps will be taken to respond to such queries as promptly and fully as possible. If there is potential or actual conflict of interest involving a substantial shareholder or a director, such director will declare his/her interest and will abstain from voting on such matter. The directors may approach the Company’s senior management team when necessary. The directors may also seek independent professional advice at the Company’s expense in appropriate circumstances.

The company secretary ensures that there is a good and timely flow of information to the Board. The company secretary is responsible for taking minutes of all Board and committee meetings and ensuring that sufficient details of the matters considered and decisions reached have been recorded. Draft and final versions of the minutes of meetings are sent to the directors for comments and records respectively within a reasonable time after each meeting, and final minutes are kept by the company secretary and are available for review and inspection by the directors at any time.

## THE COMMITTEES

As described above, the Board has established five committees, each of which has been delegated responsibilities and reports back to the Board: Audit Committee, Corporate Governance Committee, Investment Committee, Nomination Committee and Remuneration Committee. The roles and functions of these committees are set out in their respective terms of reference. The terms of reference for each of these committees will be revised from time to time to ensure that they continue to meet the needs of the Company and ensure compliance with the CG Code. The terms of reference for the Audit Committee, the Nomination Committee and the Remuneration Committee are available on the Company Website under the section headed “Governance – Board Committees” and on the Stock Exchange’s website.

---

# Corporate Governance Report

## Audit Committee

The Audit Committee comprises only non-executive directors. It is chaired by Mr Yang Siu Shun (independent non-executive director) and its members are Mr Ian Charles Stone (independent non-executive director) and Mr Charles St Leger Searle (non-executive director). Mr Yang Siu Shun and Mr Charles St Leger Searle have appropriate professional qualifications and experience in financial matters.

The Audit Committee should meet not less than four times a year and the Audit Committee met eight times in 2025. Individual attendance of each Audit Committee member is set out on page 91. In addition to the members of the Audit Committee, meetings were attended by the Chief Financial Officer, the Financial Controller, the Treasurer, the Head of IA and the Head of IC, and the external auditor at the invitation of the Audit Committee.

The Audit Committee's major work during the year 2025 includes the following:

- reviewing the 2024 annual report, including the Corporate Governance Report, the Directors’ Report and the financial statements, as well as the related results announcement and the ESG Report;
- reviewing the 2025 interim report and interim results announcement;
- reviewing the 2025 first and third quarters results announcements;
- reviewing the status of compliance with the CG Code, the Listing Rules and relevant laws by the Group;
- reviewing the dividend policy of the Company;
- in relation to the external auditor, reviewing their plans, reports and management letter, fees, involvement in non-audit services, and their terms of engagement;
- reviewing the plans (including those for 2025), resources and work of the Company's internal auditors;
- reviewing the adequacy of resources, qualifications and training of the Group's finance department;
- reviewing the effectiveness of the Company's financial reporting system, the system of internal controls in operation, risk management system and associated procedures within the Group; and
- reviewing the share repurchase exercise throughout the year.

---

# Corporate Governance Report

PricewaterhouseCoopers (“PwC”) is the Company’s external auditor. The Audit Committee annually reviews the relationship between the Company and PwC. Having assessed the effectiveness of the external audit process as well as the independence and objectivity of PwC, the Audit Committee is satisfied with PwC’s resources, independence and objectivity, as well as the effectiveness of the audit process. As such, the Audit Committee has recommended their re-appointment at the 2026 AGM.

## Corporate Governance Committee

The Corporate Governance Committee comprises only non-executive directors. It is chaired by Mr Charles St Leger Searle (non-executive director) and its members are Mr Ian Charles Stone, Mr Yang Siu Shun, Professor Ke Yang and Professor Zhang Xiulan (all of them are independent non-executive directors).

The Corporate Governance Committee met twice in 2025. Individual attendance of each Corporate Governance Committee member is set out on page 91.

The Corporate Governance Committee’s major work during the year 2025 and up to the date of this annual report includes the following:

- reviewing the Company’s policies and practices on corporate governance and ESG;
- reviewing legal and regulatory compliance, including the insider dealing policy, the disclosure of inside information policy and the shareholders communication policy. The shareholders communication policy was revised in March 2025;
- reviewing the Company’s compliance with the CG Code and disclosure in the Corporate Governance Report;
- reviewing the Company’s compliance with the ESG Reporting Code and disclosure in the ESG Report;
- considering the Company’s environmental targets; and
- discussing the arrangements made for directors and senior management team to attend training sessions for continuous professional development.

---

# Corporate Governance Report

## Investment Committee

The Investment Committee comprises executive director, non-executive director and the President of the Company. It is chaired by Mr Lau Chi Ping Martin, the President of the Company, and its members are Mr Ma Huateng (executive director) and Mr Charles St Leger Searle (non-executive director).

In 2025, the Investment Committee had considered and passed various resolutions on its decisions on the Group's acquisitions and disposals.

## Nomination Committee

The Nomination Committee comprises a majority of independent non-executive directors. It is chaired by Mr Ma Huateng (executive director) and its members are Mr Li Dong Sheng, Mr Ian Charles Stone, Mr Yang Siu Shun, Professor Ke Yang (appointed as a member of the Nomination Committee with effect from 27 June 2025) (all of them are independent non-executive directors) and Mr Charles St Leger Searle (non-executive director).

The Nomination Committee met once in 2025. Individual attendance of each Nomination Committee member is set out on page 91.

During 2025 and up to the date of this annual report, the Nomination Committee reviewed board composition and director succession, the board diversity policy and the board nomination policy, and also considered and made recommendations to the Board on the re-appointment of the retiring directors at the 2025 AGM. The board diversity policy and the board nomination policy were revised in March 2025. The Nomination Committee reviewed and assessed each director's time commitment and contribution to the Board during 2025, and each director's ability to discharge his/her responsibilities. Based on an assessment of (i) each director's skills, experience and professional qualifications; (ii) each director's role and positions held with members of the Group, as well as his/her external directorships or offices in other companies or organisations and/or other significant external time commitments; and (iii) each director's attendance record at the Board and committee meetings of the Company during 2025, the Nomination Committee considered that each director gave sufficient time and attention to the affairs of the Group and undertook his/her responsibilities effectively during 2025. The Nomination Committee has also assessed the independence of the independent non-executive directors and considered all of them to be independent, taking into account the independence guidelines set out in the Listing Rules in the context of the length of service of each independent non-executive director, and the perspectives, skills and experience that such director can bring to the Board.

The Company recognises the benefits of having a diverse Board, and views diversity at Board level as a business imperative that will help the Company achieve its strategic objectives and maintain a competitive advantage. As such, the Board has set measurable objectives for the implementation of the board diversity policy to ensure that the Board has the appropriate balance of skills, experience and diversity of perspectives that are required to support the execution of its business strategy and maintain the effectiveness of the Board. The Nomination Committee is satisfied that the board diversity policy and the board nomination policy are successfully implemented with reference to the measurable objectives. The Nomination Committee will continue to conduct periodic reviews and monitor the implementation of the board diversity policy and the board nomination policy to ensure their continued effectiveness.

---

# Corporate Governance Report

A summary of the board nomination policy and related nomination procedures is set out as follows:

## Purpose and Objectives
The board nomination policy aims to set out the approach to enable the Nomination Committee to nominate a director to the Board.

## Director Selection Criteria
In the determination of the suitability of a candidate, the Nomination Committee will consider a range of factors, including but not limited to the following selection criteria, before making recommendations to the Board:

- (a) the Company’s prevailing board diversity policy and the requirements under the Listing Rules;
- (b) the independence of the independent non-executive directors and the independence criteria set out in the Listing Rules;
- (c) potential or actual conflicts of interest of the candidate or the re-elected director;
- (d) the expected contribution that the candidate would add to the Board and to ensure the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s business;
- (e) the candidate or the re-elected director’s reputation for integrity, accomplishment and experience in the relevant sectors;
- (f) the candidate or the re-elected director’s ability to commit and devote sufficient time and attention to the Company’s affairs; and
- (g) other relevant factors which will be considered by the Nomination Committee on a case-by-case basis.

The Nomination Committee has the discretion to nominate any person as it considers appropriate.

---

# Corporate Governance Report

## Nomination Procedure by Nomination Committee

The Nomination Committee will have a meeting at least once a year, and candidates, if any, will be identified for consideration. Nomination from the human resources department, external agencies, Board referrals, or shareholders, if appropriate, will be considered.

Where a retiring director, being eligible, offers himself/herself for re-election, the Nomination Committee will review the overall contribution to the Company of the retiring director and will also determine whether the retiring director continues to meet the selection criteria set out in the board nomination policy.

The Nomination Committee will assess the eligibility of a candidate to become a director of the Company taking into account factors, including without limitation his/her reputation, character, knowledge and experience, and make recommendations for the Board’s consideration and approval.

The Board will consider and approve the appointment, if appropriate, based upon the recommendation of the Nomination Committee.

## Monitoring, Reporting and Review

The Nomination Committee will report at least annually on the Board’s composition and make appropriate disclosures regarding the board diversity policy in the Corporate Governance Report of the Company’s annual reports.

**A summary of the board diversity policy is set out as follows:**

## Purpose and Objectives

The board diversity policy aims to set out the approach to enable the Nomination Committee to achieve diversity on the Board.

## Policy Statement

The Company recognises the benefits of having a diverse Board, and views diversity at Board level as a business imperative that will help the Company achieve its strategic objectives and maintain a competitive advantage. A truly diverse Board will be achieved through a number of factors, including but not limited to differences in skills, knowledge, experience and background.

---

# Corporate Governance Report

## Measurable Objectives

**Board appointments** will be made on the basis of merit and fairness, with due regard to the benefits of diversity on the Board. The Nomination Committee will continue to have primary responsibility for identifying suitably qualified candidates to become members of the Board and, in carrying out this responsibility, will give adequate consideration to the board diversity policy. In forming its perspective on diversity, the Nomination Committee will also take into account factors based on the Company’s business model and specific needs from time to time, including without limitation, skills, knowledge, professional experience, gender, age, cultural and educational background. The Nomination Committee and the Board would ensure that appropriate balance of gender diversity is achieved with reference to the expectation of shareholders as well as international and local recommended best practices.

**The Board** will take opportunities to increase the proportion of female members over time and ensure that appropriate balance of gender diversity is achieved with reference to the expectation of shareholders and international and local recommended best practices. As at the date of this annual report, female representation on the Board was 25%. The Board has achieved gender diversity and targets to reach 30% female representation of the Board by 2030 when selecting the recommendations on suitable candidates from the Nomination Committee.

**As at 31 December 2025**, our workforce (inclusive of permanent employees of the Company, which includes the Group Headquarters and its directly managed wholly-owned subsidiaries) consisted of 58,812 male employees and 28,600 female employees, representing approximately 67.3% and 32.7% of the total workforce, respectively. As at 31 December 2025, female members accounted for approximately 8.6% of senior management team, and approximately 26.8% of the managerial positions of the Company were held by female employees. In 2023, the Company released “Our Commitment to Diversity, Equity and Inclusion”, declaring its plan to integrate diversity and inclusion into its workplace culture and daily operations. The Company regularly reviews the diversity and inclusion implementation progress and will continue to enhance diversity in different levels of workforce. For further details regarding our approach and practices of workforce diversity and inclusion (including the gender ratio), please refer to the sections headed “Diverse, Inclusive, and Collaborative Workplace” and “Workforce-related Information” in the standalone “Environmental, Social and Governance Report 2025”.

| Workforce Diversity Data (as at 31 December 2025) | Count / Percentage |
| :--- | :--- |
| Male Employees | 58,812 (approx. 67.3%) |
| Female Employees | 28,600 (approx. 32.7%) |
| Female representation in senior management team | approx. 8.6% |
| Female representation in managerial positions | approx. 26.8% |

| Board Diversity Data | Percentage / Target |
| :--- | :--- |
| Female representation on the Board (as at date of report) | 25% |
| Board gender diversity target (by 2030) | 30% female representation |

**The Nomination Committee** will ensure that the Board has the appropriate balance of skills, experience and diversity of perspectives that are required to support the execution of its business strategy and in order for the Board to be effective. For achieving an optimal Board, additional measurable objectives may be adopted and reviewed from time to time.

---

# Corporate Governance Report

## Independent Views

In assessing whether a potential candidate is qualified to become an independent non-executive director of the Company, the Nomination Committee and the Board will consider, among others, the background and qualification of the candidate, whether the candidate is able to devote sufficient time on performing his/her duties as an independent non-executive director of the Company, taking into account the professional qualifications and work experience, existing directorships of issuers listed on the Main Board or GEM of the Stock Exchange and other significant external time commitments of such candidate and other factors or circumstances relevant to such candidate’s character, integrity, independence and experience, in order to assess whether such candidate is able to bring independent views to the Board.

In considering whether an independent non-executive director should be proposed for re-election, the Nomination Committee and the Board will assess and evaluate the independent non-executive director’s time commitment and contribution to the Board during the term, in particular, whether the independent non-executive director is able to bring independent views to the Board, as well as the independent non-executive director’s ability to discharge his/her responsibilities effectively, taking into account professional qualifications and work experience, existing directorships of issuers listed on the Main Board or GEM of the Stock Exchange and other significant external time commitments of such independent non-executive director and other factors or circumstances relevant to the independent non-executive director’s character, integrity, independence and experience.

The Company will ensure that there are channels (in addition to independent non-executive directors) where independent views are available, including but not limited to availability of access by directors of the Company to external independent professional advice to assist their performance of duties.

The Board had reviewed the implementation and effectiveness of the above mechanisms during the year 2025 and considered that such mechanisms had been properly implemented and were effective.

## Monitoring, Reporting and Review

The Nomination Committee will report annually on the Board’s composition and make appropriate disclosures regarding the board diversity policy in the Corporate Governance Report of the Company’s annual reports. The Nomination Committee and the Board will also monitor and review the implementation and effectiveness of the board diversity policy (including progress towards the Company’s objectives and how the Company has arrived at its conclusion on the results of the review) annually.

---

# Corporate Governance Report

## Remuneration Committee

The Remuneration Committee comprises only non-executive directors. It is chaired by Mr Ian Charles Stone (independent non-executive director) and its members are Mr Li Dong Sheng (independent non-executive director) and Mr Jacobus Petrus (Koos) Bekker (non-executive director).

The Remuneration Committee met four times in 2025. Individual attendance of each Remuneration Committee member is set out on page 91.

The Remuneration Committee has the delegated responsibility to determine the remuneration packages of each member of the senior management team and make recommendations to the Board on the remuneration package of each director.

The Remuneration Committee’s major work during the year 2025 includes the following:

- reviewing and recommending to the Board in respect of the remuneration policies and structure of the Company by benchmarking peer companies with a similar scale to ensure that the Company’s remuneration packages are competitive to recruit the best talents in the industry and to retain key staff;
- reviewing and recommending to the Board on the remuneration packages for the directors;
- assessing performance and, reviewing and approving adjustments to the remuneration packages for the members of the senior management team;
- reviewing and approving compensation awards granted to senior management team, recognising their contributions to the Company and providing incentives for future performances;
- reviewing and approving the grants of options under the 2023 Share Option Scheme and the grants of share awards under the 2023 Share Award Scheme; and
- reviewing and recommending to the Board on the adoption of the share incentive scheme of a subsidiary of the Company.

---

# Corporate Governance Report

All the options or awards involving new Shares granted to Employee Participants during the year ended 31 December 2025 were without performance targets. In view that (i) the grantees are employees of the Group who would contribute directly to the overall business performance, sustainable development and/or good corporate governance of the Group; (ii) the grant was a recognition for the grantees’ past contributions to the Group; and (iii) the options or awards were subject to certain vesting conditions and terms of the 2023 Share Option Scheme and the 2023 Share Award Scheme, which already cover situations where the options or awards would lapse in the event that the grantees cease to be employees of the Group, the Remuneration Committee was of the view that the grant of options or awards to Employee Participants without performance targets is market competitive and aligns with the purposes of the 2023 Share Option Scheme and the 2023 Share Award Scheme.

In conducting its work in relation to the remuneration of directors and senior management team, the Remuneration Committee ensured that no individual or any of his/her associates was involved in determining his/her own remuneration. It also ensured that remuneration awards were determined by reference to the performance of the individual and the Company and were aligned with the market practice and conditions, the Company’s goals and strategies. The remuneration awards are designed to attract, retain and motivate high performing individuals, and reflect the specifics of individual roles. For further details of emoluments of the senior management by band, please refer to Note 14 to the consolidated financial statements.

In respect of non-executive directors, the Remuneration Committee has reviewed the fees payable to them taking into account the particular nature of their duties, relevant guidance available and the requirements of the Listing Rules.

## ACCOUNTS, RISK MANAGEMENT AND INTERNAL CONTROL

As part of the Board’s responsibilities, the Board ensures that the assessment of the Group’s performance and prospects is comprehensively and clearly presented. The directors acknowledge that it is their ultimate responsibility for the preparation of the accounts that provide a true and fair view of the financial position of the Group on a going-concern basis, along with other announcements and financial disclosures. To assist the Board in discharging its responsibilities, management provides updates to the Board regularly, including the Group’s detailed business and financial position information, which sets out a comprehensive, clear, and easily understandable assessment of the performance, position and prospects of the Group. Management also supplies sufficient explanation and information to the Board to enable it to make informed assessments of the financial and other information presented to them for approval. The Auditor’s statement in respect of their reporting responsibilities is set out in the “Independent Auditor’s Report” of this annual report.

---

# Corporate Governance Report

Appropriate and effective risk management and internal control systems are key to safeguarding the achievement of the Company’s strategic objectives. Risk management and internal control systems shall ensure the Company’s effective business operations, the truthfulness and accuracy of financial reporting, as well as compliance with applicable laws, regulations and policies.

Regarding the establishment of a risk management organisational structure, implementation of risk management process and enhancement of risk culture building, the Company has been continuously improving its risk management and internal control systems while enhancing its risk management capabilities to ensure the healthy and sustainable development of the Company.

The Board acknowledges its responsibility to ensure that the Company has established and maintained adequate and effective risk management and internal control systems. The Board delegates this responsibility to the Audit Committee, which reviews management’s practices concerning risk management and internal control on a quarterly basis, including the development, implementation and monitoring of risk management and internal control systems. The Audit Committee assesses the effectiveness of the risk management and internal control systems annually. The members of the Audit Committee have extensive experience and knowledge in financial management and risk management. They receive updates on the latest risk management requirements and best practices from internal teams and discuss these matters in the quarterly Audit Committee meetings as necessary. The Board is also responsible for overseeing risks that the Company faces, determining the risk appetite of the Company, and proactively considering, analysing and formulating strategies to manage the Company’s significant risks to acceptable levels. The risks mentioned above also include, but are not limited to, significant risks relating to the ESG aspects of the Company.

Under the supervision and guidance of the Board, the Company has adopted a risk management and internal control structure, referred to as the “Three Lines Model”, to ensure the effectiveness of its risk management and internal control systems.

## The First Line – Operation and Management
Our First Line mainly comprises the business and functional departments of each business group within the Company which are responsible for the day-to-day operations and management. They are responsible for designing and implementing controls to address the risks.

## The Second Line – Risk Management
Our Second Line mainly comprises the IC, which is responsible for formulating policies related to the risk management and internal control of the Company and for planning and implementing integrated risk management and internal control systems. To ensure the effective implementation of such systems, they also assist and supervise the First Line in the establishment and improvement of risk management and internal control systems.

---

# The Third Line – Independent Assurance

Our Third Line comprises the IA and the Anti-fraud Investigation Department.

The IA maintains a high degree of independence and is responsible for providing independent evaluation and verification of the effectiveness of the Company’s risk management and internal control systems, and monitoring the management’s improvement and enhancement on risk management and internal controls.

The Company has formulated policies and established management systems to enhance and support its compliance with anti-corruption laws and regulations. The Anti-fraud Investigation Department is responsible for receiving whistleblower reports through various channels and for following up on and investigating alleged fraudulent activities. It also assists management in promoting the value of integrity and the “Tencent Sunshine Code of Conduct” (the “Sunshine Code”) to all employees of the Company.

Both the IA and the Anti-fraud Investigation Department have direct reporting lines to the Audit Committee.

The Three Lines Model of the risk management and internal control systems is designed to manage rather than eliminate the risk of failing to implement the business strategy of the Company, and can only provide reasonable but not absolute assurance against material misstatement or loss.

The Board and management always prioritise the maintenance and establishment of the Company’s risk management and internal control systems, and continue to optimise such systems across the Company and its subsidiaries. To actively comply with the evolving corporate governance regulatory requirements, in 2025, the Company has further improved the review and control regarding the effectiveness of the risk management and internal control systems, and continuously raised the awareness of risk management among employees. IC continues to delve into the front-line of the business and provide active support during business operations concerning risk management and internal controls. IC strengthens its digital capabilities to further assist the business groups in identifying and managing risks more comprehensively and promptly, driving healthy business development. IA continues to conduct independent audits across various key businesses and management areas. IA enhances its digital audit capabilities to effectively identify risks and provide effective and timely independent evaluations. The Anti-fraud Investigation Department further advocates the value of integrity among the employees, raises expectation regarding management standards, and applies digital methods to proactively and promptly follow up on and investigate the alleged fraudulent activities. The connection and interaction among the three lines have been further enhanced to provide more effective support to the Company’s development.

---

# Corporate Governance Report

## Risk Culture Building

The Company is committed to establishing and improving the internal control environment, strengthening employees’ risk management awareness, and continuously enhancing its risk management capabilities.

The Company provides regular risk management and internal control training to all employees through various channels including on-site and online courses, comics, and online interactive columns. The training covers topics such as risk management system, key risk analysis and internal control activities. Risk management training has been established as a mandatory course for new hires to increase overall risk awareness among staff.

In addition, the Company incorporates the evaluation results of the risk management and internal control practices of business groups and functional departments into the performance review process.

## Risk Management

The Company is committed to continuously improving its risk management system, including its structure, processes, and culture. By enhancing the Company’s risk management capabilities, it ensures the healthy and sustainable development of its business.

The Company has established a risk management system (including the “Three Lines Model” as detailed above) that outlines the roles and responsibilities of each relevant party within the system, along with the applicable risk management policies and processes. Each business group of the Company, on a regular basis, identifies and assesses any risks that may negatively impact the achievement of its objectives, and formulates appropriate response measures. Additionally, the Company provides regular risk management and internal control training for staff.

### Risk Management Process

Being an Internet and technology company with a wide variety of rapidly changing businesses, the Company has adopted the following dynamic risk management process in response to the ever-changing risk landscape:

- Business and functional departments of each business group identify, assess and respond to risks in the course of operation in a bottom-up and systematic manner;
- Through collecting, consolidating and analysing the Company’s business information, the IC builds a list of significant risks at both the corporate and business levels, and ensures that appropriate risk response strategies and control measures have been taken for such risks. These significant risks along with their appropriate risk responses and control measures will be reviewed by management and subsequently by the Audit Committee before being reported to the Board;

---

# Corporate Governance Report

- The IC analyses and evaluates the responses to significant risks regularly, and reports to the Audit Committee at least once a year; and

- The Audit Committee, on behalf of the Board, assesses and determines the nature and level of risks that the Company is willing to take to achieve its business objectives and formulates appropriate response strategies which include designating responsible departments for managing each significant risk. The Audit Committee provides guidance to the Company’s management to implement an effective risk management system with support from the IC.

## Significant Risks of the Company

The complexity of the Company’s business continues to increase, and the external environment continues to evolve. Management faces a wide range of risks, including but not limited to ESG risks. Through risk management analysis and evaluation, management considers that the ten significant risks disclosed in the financial year 2024 still exist and remain stable. Meanwhile, considering the ongoing challenges brought by technological changes and market competition to organisational capabilities and the talent system, one additional significant risk “Organisation and talent management risk” has been added in 2025, and such risk has increased to a certain extent.

On behalf of the Board, the Audit Committee supervises the overall risk management of the Company and assesses the acceptable risk level, risk ratings and the response strategies for the Company’s risks. The Audit Committee considers that management has taken appropriate measures to address and manage the significant risks for which they are responsible at a level acceptable to the Board.

Below is a summary of the significant risks of the Company along with the applicable response measures. The Company’s risk profile may change, and the list below is not intended to be exhaustive.

1. **Market competition and innovation risk**

    The internet and technology industry continues to face the dual challenges of accelerated technological iteration and the dynamic reconstruction of the competitive landscape. On the one hand, the breakthrough development of cutting-edge technologies such as AI has expedited the iteration of the product life cycle, users’ expectations for product experience and innovation-driven value continue to rise, and innovation of products and service models across the industry has become significantly more challenging. On the other hand, the transformation of business models driven by technological advancements has attracted the influx of traditional and cross-border competitors. The existing core business may face the risks of erosion in market share and rapid development of industry may lead to the risk of being unable to keep up with the market layout of emerging fields, driving enterprises to continuously increase investment in algorithms, computing infrastructure, application innovation and talent acquisition to improve competitiveness. At the same time, the differentiation of demands in domestic and international markets, coupled with intensifying competition have further amplified the uncertainties in the internet and technology industry.

---

# Corporate Governance Report

The Company attaches great importance to innovation and stays on top of the developments of the industry and user needs. The Company continues to increase its investment in technology, enhancing the intelligence of its products by leveraging AI core technologies such as the HY Foundation Model, and consolidating the computing power and technology infrastructure, as well as driving continuous technological advancement. The Company also responds to the dynamic demands of the industry and optimises solutions for both consumer side (C-side) and business side (B-side) partners through implementing advanced industry technologies. In addition, the Company actively develops new businesses and overseas markets, consolidates the competitive advantage of core businesses, builds and improves the Company’s ecosystem, and collaborates with business partners to create value for users and society by enhancing service capabilities, driving the growth of product services and achieving continuous innovation.

## 2. Organisation and talent management risk

In an era of rapid technological advancements and intensifying industry competition, AI technology has triggered disruptive transformation, making it critical to maintain a high-caliber talent pipeline and organisational agility for the Company’s long-term competitiveness. In this AI-driven era, competitiveness hinges not merely on the introduction of elite talent, but fundamentally on the systematic upgrading of workforce capability models and strategic acumen, the agility and efficiency of organisational structures and collaborative mechanisms, and the proactive identification and effective response capabilities to unknown risks arising from AI. A failure to iterate efficiently and agilely, and promptly align the organisation with the strategic imperatives in the AI era, or a lack of sufficient awareness and sense of urgency regarding AI-driven disruptions, may impair overall organisational effectiveness and innovation efficiency, thereby adversely affecting the Company’s long-term strategic execution and sustainable development.

The Company continues to drive organisational transformation to deepen technology-business integration and enhance strategic execution and responsiveness. With a forward-looking perspective, various business units conduct business previews in AI technology scenarios, have completed key organisational restructuring and resource integration, and continuously improve talent and capability planning in light of business needs. The Company encourages the adoption of new technological tools to optimise working models, and promotes the upskilling of all employees in AI technologies and optimisation of organisational effectiveness to systematically address talent challenges. Concurrently, the Company intensifies efforts to attract, develop and retain top global talents and cutting-edge technology professionals, establishing a competitive incentive and development system to strengthen the supply and stability of core talents. In the future, the Company will continue to optimise its organisational structure and collaboration mechanisms in light of the evolution of AI technology and changes in the market environment, agilely adapting to the development requirements of the AI era, and safeguarding the Company’s long-term competitiveness and steady progress toward achieving its strategic objectives amid technological changes.

---

# Corporate Governance Report

## 3. Regulatory and compliance risk

The Company continuously expands its businesses domestically and globally. The Company faces the increasing challenge of navigating relevant laws and regulations in different countries and jurisdictions, including but not limited to laws and regulations relating to areas of data and privacy protection, cross-border data transfer, anti-trust, anti-unfair competition, consumer protection, IP, labour protection, emerging technology, and telecommunications and Internet, online gaming, Internet finance and anti-money laundering, foreign investment, international trade and tax compliance etc. In addition, changes in international geopolitical environment and technological iteration and innovation are expected to alter the compliance landscape across various jurisdictions, potentially increasing compliance risks and costs, especially in overseas markets, and may impact the development of the Company business across different regions.

The Company has continuously taken practical steps to devote substantial resources in various areas to ensure the Company’s compliance with regulatory requirements. The Company has taken appropriate actions and measures, such as establishing dedicated departments and specialist teams for both domestic and international operations, integrating external professional consultants and resources from different fields, and maintaining close communication with relevant regulatory authorities in a timely manner, keeping abreast of changes to relevant laws and regulations, establishing a regulatory interpretation knowledge base to assist in deciphering various regulations, and adjusted strategies accordingly, improved internal training and the understanding of the laws and regulations, and enhanced the compliance related management system and policies and strengthened forward-looking risk prevention and control to ensure that the Company is in compliance with such applicable laws and regulations.

## 4. Macro-environment risk

The Company’s certain businesses are closely tied to macro-environment circumstances and the overall consumption economy. Factors such as the ever-changing international situation, the varying pace of economic development across regions, and the uncertainty of economic environment may impact individual users’ purchasing power and willingness to consume, and the operational budgets and investment intentions of our corporate clients, and thereby adversely affect certain revenue streams of the Company. In addition, as the Company accelerates its global business expansion, uncertainties in the international situation and increasingly complex geopolitical tensions may result in sector-specific export controls, investment restrictions and local business operating restrictions, which could negatively impact the Company’s operations and collaborations with its business partners. Consequently, this may affect and weaken the Company’s competitive advantages and growth potential.

---

# Corporate Governance Report

In response to changes in the macro-environment, the Company adjusts its business development strategy in a scientific, flexible, and reasonable manner to address the risks posed by the macro-environment risks and continuously seeks opportunities for business growth. The Company places great emphasis on maintaining a diversified product portfolio and product innovation, and actively pursues supply chain diversification and establishes commensurate risk alert mechanisms to address potential supply disruptions. The Company upholds the business philosophy focused on user value, continuously improves user experience, and builds long-term and stable relationships with its existing customers to achieve sustainable business growth. Meanwhile, the Company will continue to uphold its vision and mission of "Value for Users, Tech for Good" to provide innovative product solutions and digital services to assist its clients and business partners in further enhancing their competitiveness and productivity to achieve sustainable growth while creating value for customers and business partners and fulfilling its social responsibility.

## 5. Information security risk

The Company is committed to complying with laws and regulations related to cybersecurity and personal data protection, especially as new technologies continue to emerge and the Company’s business ecosystem and partner network continue to expand, making information security risks increasingly complex and diverse. The security of personal user and corporate client data is the top priority of the Company. The Company continues to pay close attention to the laws and regulations relating to user privacy and data security in various jurisdictions and is fully aware that any loss or theft of such information could significantly impact the affected users and clients, which could expose the Company to significant legal liability and significant reputational risk.

The Company strongly believes that the security of user data and privacy is a key prerequisite for delivering secure and high-quality products and a positive user experience. The Company strictly complies with local relevant laws and regulations, continuously invests resources to strengthen its information security management. The Company classifies user and client data as the Company’s highest level of sensitive information. It has also established and will continue to enhance the policies and management measures to ensure the security of such information and data. The Company has taken a series of active and comprehensive management measures, which includes but are not limited to the establishment of effective information management systems, the use of data encryption, data anonymisation, and data desensitisation, management of data access rights and establishment of rigorous approval process, and the strict control of data transmission and storage. In addition, the Company has established a specialised team to conduct independent regular reviews over the management of the business groups’ sensitive information and data, especially for sensitive information in key businesses, and also provide regular information security trainings and education, raising employees’ awareness of information security. The Company has obtained multiple recognised certifications related to information security to safeguard the information security of users and customers. The Company upholds the vision and mission of “Value for Users, Tech for Good” and constantly improves the infrastructure of its network and data security.

---

# Corporate Governance Report

## 6. Crisis management, public relations and reputational risk

As an Internet and technology company, the Company has a diverse portfolio of businesses and products, providing services to an extensive network of users and business partners, which draws significant attention from the public and media to the Company’s brand. As the global regulatory environment changes rapidly, geopolitical, public relations landscapes and the online public environment become more intricate, along with breakthrough advancements in cutting-edge technologies such as AI and quantum computing, the public has heightened expectations regarding the ethical standards, algorithm ethics, and transparency in social responsibilities fulfillments of internet platforms. The Company needs to fully consider and mitigate potential crisis that may arise in its domestic and international business operations, and actively responds to them to avoid further deepening of issues or escalation of crises. The Company also needs to timely disclose comprehensive and accurate information to the public. Failure to do so may damage the Company’s reputation, brand and image, and adversely affect the business and prospects of the Company.

The Company values its brand and reputation. In adherence to the principles of openness and transparency, the Company communicates to the public comprehensive and accurate information in a timely manner. In response to crises, the Company has established a corresponding response mechanism, to follow up on the development of crisis, conduct risk assessments, and make prompt decisions, to minimise their impacts on the Company. The Company has also set up a professional public relations department and teams to establish and continuously enhance its public relations, brand and reputation management mechanism, to provide training and guidance related to public relations management, to continuously improve its response capabilities, and to reduce the possibility of crisis. The public relations team maintains close contact with the Company’s management and business teams, pays close attention to and gathers public opinions, analyses relevant information in a timely manner and reports to management to enable management to respond promptly and effectively in accordance with the Company’s policies and processes and disclose comprehensive and accurate information to the public in a timely manner to continuously protect the Company’s reputation.

## 7. Business continuity risk

The stability of servers and network infrastructure for products and platforms of the Company is of vital importance for the sustainable operations of the Company’s business as well as the provision of high-quality user experience. Therefore, any material functional defects, interruptions, breakdowns, or other issues in IT system functions are likely to adversely impact the Company’s business operations. Such impacts are particularly significant in critical business scenarios catering to physical industries and public services, such as fintech and industrial internet. In addition, the Company’s operations may be affected by uncontrollable external factors such as operator’s operational incidents, natural disasters, energy supply, social events, and epidemic disease. Relevant incidents may damage workplaces and equipment that are vital to the operations of the Company and its business partners, and threaten the health of their employees, resulting in disruption of the Company’s normal operations.

---

# Corporate Governance Report

The Company continues to invest in its network infrastructure, to establish and enhance its business recovery mechanism through the application of technologies such as multi-availability zone disaster recovery deployment, cross-regional data synchronisation, and intelligent network scheduling, and to implement measures to address, mitigate, and adapt to extreme weather conditions. Furthermore, the Company strengthens local and remote disaster recovery capabilities for critical business scenarios such as fintech and the industrial internet, safeguarding the operational stability across various business scenarios. Additionally, the Company deepens its collaboration with operators to improve management capabilities, strengthens the stability of its domestic and international product services and business operations, and safeguards network security, providing consistent support to business development. In addition, the Company has established dedicated teams and defined the goals and responsibilities of different parties involved in infrastructure, network architecture, cloud services, and other related areas, formulated business continuity service standards for cross-team collaboration, developed contingency plans in relation to business continuity and performed drills with scenarios of breakdown using innovative techniques such as chaos engineering and full-link stress testing. All business units also actively implement various emergency measures to ensure the smooth operations of business. Furthermore, the Company has established an independent team to perform regular checks on the effectiveness of relevant contingency plans, emergency measures and regular drills, and will actively follow up on the remedial actions and improvement plans.

## 8. M&A and investment management risk

The Company has a diversified investment portfolio. The changes in international situation and domestic and foreign regulatory environment have imposed higher requirements on the formulation of investment strategies, fund management, pre-investment evaluation and post-investment management. Failure to manage investment risks in a timely and effective manner or disruptions arising from geopolitical frictions and risks associated with foreign national security reviews, leading to interruptions in the investment process or constrained exit channels, could hinder the realisation of investment strategies and lead to potential financial losses for the Company.

The Company places significant emphasis on investment risk and has established an Investment Committee under the Board, sets up a dedicated professional team to manage investment matters, and puts in place an investment evaluation, approval and post-investment process. Finance, legal and other relevant professional teams are responsible for managing relevant investment risks, regularly reviewing the operations, financial and risk management conditions of the investee companies, monitoring and analysing the performance of the investee companies, to ensure their development is in line with the Company's investment strategies. The Company will continuously monitor the macro-environment trends and changes in the laws and regulations of various industries, conduct dynamic analysis and develop strategies for risk management to effectively manage investment risks.

---

# Corporate Governance Report

## 9. ToB business management risk

The Company has actively developed various ToB businesses related to Industrial Internet. With the deepening international expansion of the ToB business and the development of AI technologies, if the Company fails to adjust its business strategy, organisational structure and enhance suitability with professional talents, to improve its internal management system and processes for ToB businesses, to enhance its supply chain management capabilities, or to improve its collaboration mechanisms with various business partners according to changes in industry trends and market needs on a timely basis, it may face more management challenges that could hinder the sustainable development of its ToB businesses and the realisation of the Company's strategic goals.

The Company continues to accumulate and solidify its experience in the ToB business, actively following up on and analysing the development trends and changes in customer needs across various industries in both the domestic and foreign markets. The Company has expanded its footprints in various industries including financial services, retail, healthcare, industry, transportation, education, etc. by leveraging technological innovations such as cloud computing and AI large models and intelligent agents to create the smart industry upgrade solutions, and to build a new, intelligent ecosystem that connects consumers and business enterprises, as well as to improve its global infrastructure and localisation of service systems. The Company continues to optimise its resource allocation, business strategy, organisational structure, human resources, management systems, business processes, and drives product upgrades by technology innovation, improves its own product competitiveness, so as to enhance the effectiveness of the collaboration with external stakeholders, and to ensure the sustainable and high-quality development of ToB business. At the same time, through continuous improvement of ToB business management mechanism, the Company creates healthy ecosystem with business partners to enhance its ability to serve corporate clients, to improve service system and enhance service quality, and to promote the integrated development of digital and real economies for greater social value.

## 10. Social responsibility and environmental sustainability risk

There is a consensus among international disclosure and standards-setting organisations and regulators that ESG affairs are classified as regular disclosures for listed companies. As one of the important standards for evaluating a company's sustainable development, ESG performance will affect how shareholders and other stakeholders determine the value of the Company.

The Company has established an ESG team to facilitate internal collaboration, and comprehensively assess and manage ESG matters, including existing and emerging ESG risks, to enhance the Company's performance, and make annual disclosures in accordance with including but not limited to the annual ESG materiality assessment results, compliance requirements and international general standards. The Company has incorporated relevant ESG issues into its annual corporate risk assessment. The Board has authorised the Corporate Governance Committee to comprehensively supervise ESG matters. Please refer to the standalone "Environmental, Social and Governance Report 2025" published by the Company for related details.

---

# Corporate Governance Report

The Company upholds its vision and mission of “Value for Users, Tech for Good”, and constantly reviews its business from the perspective of social responsibility and incorporated “Sustainable Social Value Innovation” into its core strategy as part of its strategic upgrade in 2021. The Company has fully implemented the “Artificial Intelligence +” strategy, injecting strong support for the intelligent transformation of the economy and society from the aspects of technological innovation, product iteration and ecological co-creation, providing innovative solutions for solving social issues, and promoting the benign development of AI for good.

The Company is committed to safeguarding the digital rights of users, continuously improving the privacy protection system, building reasonable and effective data governance policies and processes, enhancing data and network security capabilities to comprehensively safeguard the security of network infrastructure and data assets. The Company regards “responsible artificial intelligence” as the cornerstone of its development. It has issued the framework for *Governance and Protection of Security Risks of Large Models and Agents* and signed the *AI Security Commitment*. It continuously improves the AI security governance system and establishes a sound compliance mechanism to support internal business development and external industry applications, to better manage the emerging ESG risks. The Company regulates platform content and behaviors, fostering a healthy content ecosystem and environment, and has launched the “Minor Mode” in a number of products, while actively supporting and implementing measures to protect Minors.

The Company empowers the advancement of the United Nations Sustainable Development Goals with the use of digital technologies, continuously enhances its core capabilities such as cloud computing, AI, big data, cybersecurity, etc., to apply them in the areas of technology innovation, inclusive financing, sustainable cities, healthcare, rural revitalisation and talent cultivation. The Company has been providing long-term support on technologies and scientific research by establishing the “Xplorer Prize” to encourage talented young scientists to study and conduct scientific research of cutting-edge technologies and fundamental sciences and the “New Cornerstone Investigator Program” to encourage outstanding scientists to focus on fundamental research and achieve original innovation from scratch.

In respect of digital inclusion, the Company is committed to providing inclusive digital products and services for all groups. For Minors, leveraging its products capabilities and technological innovation, the Company provides inclusive and innovative educational resources to help Minors enhance their digital literacy. Meanwhile, the Company has adopted age-friendly adaptation in multiple products for the elderly and people with disabilities, and continues to invest in accessible technology to support the development of an accessible environment.

---

# Corporate Governance Report

In relation to the public welfare, as the first Internet and technology enterprise to establish a charity foundation in China, the Company self-develops and operates an online public fundraising information platform to assist public welfare institutions in reaching users. Meanwhile, leveraging digital technology, the Company provides digital solutions for public welfare institutions to improve the transparency of projects, the operational efficiency of public welfare institutions, and public credibility.

In the field of environmental protection, the Company is committed to applying digital technology in the collaborative response to climate and biodiversity conservation. In this respect, the Company has set a goal to achieve carbon neutrality covering its supply chain and has released a “Biodiversity Statement”, committing to implementing specific actions to reduce carbon emissions and dependence on nature, and to support environmental protection with digital technology.

## 11. Fraud risk

With the diversification of internet business and product offerings combined with more scenarios with the integration of digital and real economy, the broader involvement of individuals and partners and the application of digital and intelligent technologies have increased the complexity and diversity of fraud risks, and therefore integrity and honesty have been an industry-wide concern. In the course of the Company’s daily operations, it is also inevitable to encounter management challenges posed by fraudulent behaviors. For example, fraudulent activities caused by collusion between suppliers/business partners and employees can have a negative impact on the reputation and financial position of the Company.

The Company always adheres to the value of integrity, has zero tolerance for fraud, and is determined to fight against any fraudulent activities and implements measures of sunshine project in the Company. To proactively and accurately identify clues of fraudulent acts, the Company has systematically sorted out key risks from past cases and established dynamic risk models through multiple self-developed AI analysis tools. It has proactively detected, investigated and handled a number of irregular cases involving fraud in the areas of partner admission, project bidding, contract management, delivery acceptance and employee expense reimbursement. Meanwhile, based on continuous case feedback, the Company keeps improving the accuracy of the models and further explores the application of AI and big data analytics in the proactive identification of fraud clues. Such practices have not only helped the Company timely identify potential risks and improve internal control mechanisms, but also reduced the occurrence of fraud to a certain extent and strengthened protection for the Company and its employees. The Company continuously strengthens internal and external publicity and training to enhance the awareness of integrity and probity among employees, suppliers, and business partners. With regard to employees, the Company has established the Sunshine Code, strictly implements the requirements of the “Tencent’s Red Lines”, continuously optimises the relevant requirements, and requires all employees to train on the Sunshine Code and strictly comply with the code during their employment and in the course of dealing with suppliers and business partners. With regard to suppliers and business partners, the Company has signed an Anti-commercial Bribery Declaration with them to cooperate with them to create an ecosystem with integrity and build a healthy and transparent environment for business.

---

# Corporate Governance Report

Furthermore, the Company has set up an Anti-fraud Investigation Department for years to receive whistleblowing reports from various channels, and to follow up and investigate alleged fraudulent cases in a timely manner. Once an employee is found and proven to be fraudulent, he/she will be dismissed and will never be re-hired. The Company may also transfer the more serious cases to the judiciaries or initiate legal proceedings according to national laws and regulations. At the same time, the Company further raises the requirements for management in relevant policies. The management is required to actively play its roles in risk management to ensure the healthy and sustainable development of the business. Any supplier/business partner found to be involved in any fraudulent activities will be placed on the Permanent Non-Cooperation Entity List with cooperation terminated and public notification issued. The Company will announce to the public the criminal cases and serious abuse-of-power cases that were investigated and handled by the Company via the “Sunshine Tencent” WeChat official platform. This shows the Company’s determination to fight against corruption and fraud, as well as its commitment to creating a virtuous and honest atmosphere within the Company and the industry. In 2025, the Company obtained certifications for GB/T 35770-2022 Compliance management systems – Requirements with guidance for use, ISO 37001 Anti-bribery management systems, and ISO 37301 Compliance management systems, marking authoritative recognition of our anti-fraud management capabilities to achieve global standards.

## Internal Control

The Company has always valued the importance of internal control systems and has implemented its internal control systems according to the COSO Framework.

The management of the Company is responsible for the design, implementation and maintenance of the effectiveness of the internal control systems. The Board and the Audit Committee are responsible for monitoring and overseeing the performance of management over the internal control systems to ensure their appropriateness and effectiveness.

The Company’s internal control systems clearly define the roles and responsibilities of each party as well as the authorisation and approvals required for key actions from each party. Policies and processes are in place for the key business processes. This information is clearly conveyed to employees in practice and emphasises the importance of the internal control systems. All employees must strictly follow the policies which cover, among other things, financial, legal and operational issues that set the control standards for the management of each business process.

In order to further strengthen the accountability of the management team in the internal control systems of the Company and to assist in determining the effectiveness of such internal control systems, the management team of each business group conducts self-assessment and confirms the internal control status of the business group for which it is responsible. The IC assists management in preparing a self-assessment questionnaire according to the COSO Framework and guides the management of each business group to carry out the self-assessment. The IC is also responsible for collecting and summarising the results of self-assessment. The Chief Executive Officer of the Company reviews this summarised self-assessment of each business group, assesses the general effectiveness of the internal control systems of the Company and submits the written confirmation thereof on behalf of management to the Audit Committee and the Board.

---

# Corporate Governance Report

In addition, the IC supervises the establishment of the risk management and internal control systems set up by management, ensures that management has implemented appropriate measures to resolve material internal control defects and reports the general situation of risk management and internal control of the Company to the Audit Committee on a quarterly basis. The IA, serving as the independent third line, conducts objective evaluation of the effectiveness of the Company’s risk management and internal control systems and reports the results to the Audit Committee.

The Company has also engaged independent professional consulting firms to perform a review of the Group’s internal control framework and an assessment of its internal audit quality to ensure that their standards are in compliance with international best practices.

## Effectiveness of Risk Management and Internal Control

The Audit Committee, on behalf of the Board, continuously reviews the risk management and internal control systems.

The review process comprises of, among other things, meetings with management of business groups, IA, IC, legal team, external auditor and external professional consulting firms, reviewing the relevant work reports and information of key performance indicators, the management’s self-assessment on internal control as detailed above and discussing the significant risks with senior management of the Company.

Based on these reviews, throughout the year ended 31 December 2025, there have been no material changes to the Group’s risk management and internal control systems. The Board is of the view that the risk management and internal control systems of the Group (including the Company’s processes for financial reporting and Listing Rules compliance) are effective and adequate.

In addition, the Board believes that the Company’s accounting and financial reporting functions as well as the ESG performance and reporting functions have been performed by staff with the appropriate qualifications and experience and that such staff receive appropriate and sufficient training and development. Based on the report of the Audit Committee, the Board has reviewed and is satisfied that sufficient resources have been obtained for the Company’s internal audit and financial reporting function and that its staff qualifications and experience, training programmes and budgets etc., are sufficient.

---

# Corporate Governance Report

## SHAREHOLDERS

To enable shareholders and other stakeholders to exercise their rights in an informed manner based on a good understanding of the Group's operations, businesses and financial information, the Company has adopted a shareholders communication policy which aims to ensure that shareholders and other stakeholders at large are provided with ready, equal, regular and timely access to material information about the Group. The Company communicates with shareholders, investors and the broader capital markets through a variety of channels, including quarterly results announcements, webcasts and postings on the Company Website which is presented in both English and Chinese to facilitate understanding for global stakeholders. The Company Website serves as the designated platform for publication of the Company's announcements, press releases and other corporate communications, including the shareholders communication policy and the investor calendar which highlights important dates for shareholders' information. In addition, the Company carries out regular investor engagement activities to facilitate ongoing dialogue with institutional investors and sell-side analysts, through interactions such as meetings, video conferences, investment conferences, non-deal roadshows and corporate events. For example, the Company holds quarterly earnings calls, hosted by the Chief Executive Officer, President, Chief Strategy Officer and Chief Financial Officer, to provide updates on financial results and business developments. Details of these calls are available on the Company Website and are open for public access. During 2025, members of management and Investor Relations team attended over 450 physical and virtual meetings, engaging with over 3,400 investors and sell-side analysts from global markets.

The Company encourages shareholders to communicate their views on matters affecting the Company and provide multiple channels for investors to give their feedback. Investors may submit enquiries relating to the Company's business or other relevant matters through the Investor Relations team's mailbox or via the Company Website. Designated teams will respond to investor inquiries. Capital markets insights and shareholder feedback are regularly communicated to the management and to the Board where appropriate. To solicit and understand the views of shareholders and other stakeholders, the Company adopts a number of mechanisms, including encouraging shareholders to participate in general meetings or to appoint proxies to attend and vote at the meetings for and on their behalf if they are unable to attend the meetings and making appropriate arrangements for annual general meetings to encourage and facilitate shareholders' participation. During the year 2025, the Corporate Governance Committee reviewed the implementation and effectiveness of the shareholders communication policy, including the multiple communication channels available for shareholders and the steps taken to handle their enquiries, and considered that the shareholders communication policy has been properly implemented and effective.

The dividend policy of the Company is also set out in the "Corporate Governance Report" on page 118 of this annual report and the historical information of dividend payout is available on the Company Website under the "Investors" section.

---

# Corporate Governance Report

The Company also encourages shareholders’ active participation in annual general meetings and other general meetings. Notices to shareholders for annual general meetings are served at least 21 clear days before the meetings and at least 14 clear days for all other general meetings to allow sufficient time for their consideration of the proposed resolutions. The Company’s shareholders communication policy also requires appropriate arrangements to be put in place for the annual general meetings to encourage and facilitate shareholders’ participation, and the process of the meetings is monitored and reviewed on a regular basis to ensure that shareholders’ needs are best served.

The Company’s general meetings provide a transparent and open platform for the Company’s shareholders to communicate with the Board and the senior management team. The Chairman, other members of the Board and relevant members of the senior management team, under normal circumstances, attend to answer questions raised and discuss matters in relation to the Company in an open manner. All directors attended the 2025 AGM held on 14 May 2025, with a view to understanding the views of the Company’s shareholders. The company secretary provided the minutes of the 2025 AGM to all directors to have a thorough understanding of the views of the Company’s shareholders. The Company’s external auditor also attended the annual general meeting to answer questions relating to the conduct of the audit, the auditor’s report and auditor independence.

Pursuant to the Articles of Association, any one or more shareholder(s) of the Company holding at the date of deposit of the requisition not less than one-tenth of the voting rights, on a one vote per share basis, of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the company secretary, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition. Such requests must be sent to the Board or the company secretary at the Company’s registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, or by email to cosec@tencent.com, and such meeting shall be held within two months after the deposit of such requisition. If a shareholder wishes to propose a person for election as a director at a general meeting, he/she should provide a written requisition to the Board or the company secretary to call an extraordinary meeting following the procedures set forth above, or lodge a written notice to nominate a person at the Company’s Hong Kong principal place of business at 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong, or the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Detailed procedures for shareholders to propose a person for election as a director are available on the Company Website under the section headed “Governance – Shareholders”.

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 Association and the Listing Rules. To ensure that the shareholders are familiar with the detailed procedures for conducting a poll, detailed procedures for conducting a poll are explained at the commencement of the general meetings, and all questions from shareholders on the voting procedures will be answered before the poll voting starts. An external scrutineer will be appointed to monitor and count the votes cast by poll. Poll results will be posted on the Company Website and the Stock Exchange’s website after each general meeting.

---

# Corporate Governance Report

Apart from participating in the Company's general meetings, shareholders and other stakeholders may at any time contact or send enquiries and concerns to us via the Company Website, or by addressing them to the Investor Relations team, and sending them by post to the Investor Relations team, Tencent Holdings Limited, at 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong, or by email to ir@tencent.com. Shareholders may also contact the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, if they have any enquiries about their shareholdings and entitlements to dividends.

## DIVIDEND POLICY

The Company endeavours to maintain sufficient working capital to develop and operate the business of the Group and to provide sustainable returns to the shareholders of the Company.

Under the current dividend policy of the Company, dividends may be declared out of the distributable earnings or reserves of the Company. While the dividend payout ratio is not pre-determined, in proposing or declaring any dividend payout, the Board shall take into account the Group's earnings performance, general financial position, debt covenants, future working capital requirements and investment needs, and other factors that the Board considers relevant and appropriate.

The Board has recommended the payment of a final dividend of HKD5.30 per Share for the year ended 31 December 2025 in accordance with the dividend policy, subject to the approval of the shareholders at the 2026 AGM. There is no material variation in the dividend rate compared to that for the financial year ended 31 December 2024.

## OTHER INFORMATION

### Significant Change in the Constitutional Documents

There has not been any change in the Company's memorandum and articles of association during the year ended 31 December 2025.

### 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 securities transactions by employees who are likely to be in possession of inside information relating to the Company, the terms of which are no less exacting than those of the Model Code. The Company has made specific enquiries with the directors and the directors have confirmed that they have complied with the Model Code throughout 2025.

---

# Corporate Governance Report

## Appointment Terms of Non-Executive Directors
Each non-executive director, whether independent or not, is appointed for a term of one year and is subject to retirement by rotation at least once every three years. A director appointed to fill a casual vacancy or as an addition to the Board will be subject to re-election by shareholders at the first annual general meeting after his/her appointment.

## Directors and Officers Liability Insurance
The Company has arranged appropriate directors and officers liability insurance in respect of legal action against the directors and officers.

## External Auditor and Auditor’s Remuneration
The statement of the external auditor of the Company about their reporting responsibilities for the financial statements is set out in the “Independent Auditor’s Report” on pages 120 to 128. During the year ended 31 December 2025, the remuneration paid/payable to the Company’s external auditor, PwC, was disclosed in Note 7 to the consolidated financial statements. The audit and audit-related services conducted by the external auditor mainly comprise of statutory audits and reviews for the Group and its certain subsidiaries. The non-audit services conducted by the external auditor mainly include tax advisory services for certain subsidiaries, due diligence services and other services such as ESG assurance service and services relating to risk management and internal control review. Please refer to Note 7 to the consolidated financial statements for a breakdown of the fees paid for the key non-audit services.

## Framework for Disclosure of Inside Information
The Company has in place a framework for the handling and disclosure of inside information in compliance with the SFO. The framework sets out the procedures and internal controls for the handling and dissemination of inside information in a timely manner so as to allow all the shareholders and stakeholders to assess the latest position of the Group.

Under the framework, if an employee is aware of any project, transaction, information or situation which he/she thinks could potentially be inside information, he/she should contact the Head of Compliance and Transactions Department, the general counsel and the company secretary as soon as possible. Legal analysis and consultations with the Company’s directors and senior executives will be made so as to identify whether any such information constitutes inside information and is required to be disclosed to the public pursuant to the SFO. The framework and its effectiveness are subject to review on a regular basis according to established procedures.

---

# Independent Auditor’s Report

**TO THE SHAREHOLDERS OF TENCENT HOLDINGS LIMITED**
(incorporated in the Cayman Islands with limited liability)

## OPINION

### What we have audited
The consolidated financial statements of Tencent Holdings Limited (the “Company”) and its subsidiaries (the “Group”), which are set out on pages 129 to 272, comprise:

- the consolidated statement of financial position as at 31 December 2025;
- the consolidated income statement for the year then ended;
- the consolidated statement of comprehensive income for the year then ended;
- the consolidated statement of changes in equity for the year then ended;
- the consolidated statement of cash flows for the year then ended; and
- the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.

### Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

---

# Independent Auditor’s Report

## BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

### Independence

We are independent of the Group in accordance with the Code of Ethics for Professional Accountants as issued by the Hong Kong Institute of Certified Public Accountants (the “Code”), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code.

## KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters identified in our audit are summarised as follows:

- Revenue recognition on provision of online games value-added services related to in-game permanent virtual items – the estimates of expected user lifetime
- Impairment assessments of goodwill, investments in associates and investments in joint ventures
- Fair value measurement of Level 3 financial instruments, including financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income

---

# Independent Auditor’s Report

## Key Audit Matter

**Revenue recognition on provision of online games value-added services related to in-game permanent virtual items – the estimates of expected user lifetime**

Refer to Notes 2.22(a), 5(a) and 6(b) to the consolidated financial statements.

The Group recognises revenue from sales of in-game virtual items to the users of the Group’s online games. Among them, gross receipts from sales of in-game permanent virtual items are deferred and amortised over the estimated expected user lifetime of the respective online games.

We focused on this area due to the fact that significant judgments and assumptions were applied by management in determining the expected user lifetime. These judgments and assumptions include (i) historical users’ activities patterns, calculation of churn rates, game life-cycles, and other qualitative factors such as responsiveness to marketing activities and the Group’s marketing strategy; and (ii) the identification of events that may trigger changes in the estimates of the expected user lifetime.

## How our audit addressed the Key Audit Matter

We assessed and tested the key internal controls in respect of determination of expected user lifetime for recognition of revenue from sales of in-game permanent virtual items, including review and approval of (i) determination of the expected user lifetime of new online games prior to their launches in the current year; (ii) periodic reassessment on the expected user lifetime of existing online games; and (iii) changes in the estimates of the expected user lifetime on any indicators triggering such changes.

We assessed, on a sample basis, the expected user lifetime adopted by management by (i) testing the data integrity of historical users’ data supporting users activities patterns and calculation of the churn rates, including the information system logic for generation of the applicable data and the completeness and accuracy of underlying data; (ii) evaluating the considerations made by management in determining the underlying assumptions for expected user lifetime with reference to historical operating and marketing activities and marketing strategy of the relevant games; and (iii) assessing management’s historical estimation by comparing the actual churn rates in current year against the estimation made in prior years.

We found that the management’s judgments and assumptions applied in determining the expected user lifetime were supported by evidence obtained.

---

# Independent Auditor’s Report

## Key Audit Matter

### Impairment assessments of goodwill, investments in associates and investments in joint ventures

Refer to Notes 2.8(a), 2.9, 5(b), 21, 22 and 23 to the consolidated financial statements.

As at 31 December 2025, the Group’s goodwill of approximately RMB153,789 million were subject to impairment assessments annually or when there is an impairment indicator, and the Group’s investments in associates and investments in joint ventures of approximately RMB342,409 million and RMB6,303 million, respectively, were subject to impairment assessment when there is an impairment indicator.

Impairment reversals of approximately RMB3,427 million and impairment provisions of approximately RMB1,813 million had been recognised against the carrying amounts of investments in associates and goodwill, respectively, and no impairment provisions had been recognised against the carrying amounts of investments in joint ventures, during the year ended 31 December 2025.

## How our audit addressed the Key Audit Matter

We assessed and tested the key internal controls in respect of (i) the annual impairment assessments of goodwill; and (ii) identification of impairment indicators of and performing impairment assessments, whenever necessary, on goodwill, investments in associates and investments in joint ventures, including the determination of appropriate valuation models and assumptions adopted.

We assessed, on a sample basis, the basis management adopted to ascertain and identify separate groups of cash generating units that contain the goodwill balances, and the valuation models used in management’s impairment assessments.

In respect of the impairment assessments using discounted cash flows, we assessed, on a sample basis, the key assumptions adopted by management including revenue growth rates, terminal growth rates, discount rates by examining the approved financial forecast models, challenging the appropriateness of the significant assumptions with reference to the applicable industry data available to the Group from external sources and historical data. We assessed these key assumptions with the involvement of our internal valuation experts. We also assessed the appropriateness of management’s historical estimation by comparing the actual results for current year against the previous period’s forecasts.

---

# Independent Auditor's Report

## Key Audit Matter

### Impairment assessments of goodwill, investments in associates and investments in joint ventures (continued)

In carrying out impairment assessments, significant judgments are required to estimate the recoverable amounts, being the higher of fair value less costs of disposal and value in use.

Management adopted either discounted cash flows or market approach in determining the respective recoverable amounts based on their assessments. Significant management's assumptions are required in applying these approaches, including revenue growth rates, terminal growth rates, and discount rates when using discounted cash flows; and selection of comparable companies, price multiples of the selected comparable companies, such as Enterprise Value (“EV”)/Sales and EV/EBITDA, recent market transactions, and liquidity discounts adopted for lack of marketability when using market approach.

We focused on these areas due to the magnitude of the carrying amounts of these assets and the fact that significant judgments were applied by management.

## How our audit addressed the Key Audit Matter

In respect of impairment assessments using the market approach, we assessed, on a sample basis, the key assumptions adopted by management including the selection of comparable companies, by considering the factors such as market segments, geographic areas, and revenue size, etc., and their price multiples, recent market transactions undertaken, and liquidity discounts adopted for lack of marketability. We assessed these key assumptions adopted by management, with the involvement of our internal valuation experts, based on our industry knowledge and independent research performed by us.

We independently tested, on a sample basis, the accuracy of mathematical calculations applied in the valuation models and the calculation of the applicable impairment provision.

We found that the management's judgments and assumptions applied in the impairment assessments of goodwill, investments in associates and investments in joint ventures were supported by evidence obtained.

---

# Independent Auditor’s Report

## Key Audit Matter

### Fair value measurement of Level 3 financial instruments, including financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income

Refer to Notes 4.3, 5(c), 25 and 26 to the consolidated financial statements.

As at 31 December 2025, financial assets at fair value through profit or loss of approximately RMB197,236 million and financial assets at fair value through other comprehensive income of approximately RMB24,450 million, which do not have open market quoted prices, were measured based on significant unobservable inputs and classified as “Level 3 financial instruments”.

We focused on this area due to the fact that significant judgments and assumptions were applied by management in determining the fair values of Level 3 financial instruments including selection of appropriate valuation methods and appropriate assumptions and inputs, such as risk-free rates, expected volatility, discount for lack of marketability and recent transaction prices.

## How our audit addressed the Key Audit Matter

In respect of the fair value measurement of Level 3 financial instruments, we assessed and tested the key internal controls in relation to the valuation, including the selection of appropriate valuation methods and relevant assumptions and inputs adopted by inspecting the evidence of management’s review.

We assessed and tested the valuation of Level 3 financial instruments determined by management, on a sample basis, with the involvement of our internal valuation experts, as follows:

- We assessed the appropriateness of valuation methods adopted;
- We evaluated the underlying assumptions and inputs selected including risk-free rates, expected volatility and discount for lack of marketability based on our industry knowledge and independent research performed by us;
- We tested the recent transaction prices adopted (such as recent fund-raising transactions undertaken by the investees) by examining relevant supporting evidence; and
- We also tested the arithmetical accuracy of the valuation computation.

We found that the management’s judgments and assumptions applied in the valuation of Level 3 financial instruments were supported by evidence obtained.

---

# Independent Auditor’s Report

## OTHER INFORMATION

The directors of the Company are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

## RESPONSIBILITIES OF DIRECTORS AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

## AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. We report our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

---

# Independent Auditor's Report

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

---

# Independent Auditor’s Report

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is YEUNG, Yee Mau.

**PricewaterhouseCoopers**
Certified Public Accountants

Hong Kong, 18 March 2026

---

# Consolidated Income Statement

For the year ended 31 December 2025

| Description | Note | 2025 RMB'Million | 2024 RMB'Million |
| :--- | :---: | :---: | :---: |
| **Revenues** | | | |
| Value-added Services | | 369,281 | 319,168 |
| Marketing Services | | 144,973 | 121,374 |
| FinTech and Business Services | | 229,435 | 211,956 |
| Others | | 8,077 | 7,759 |
| | 6 | **751,766** | 660,257 |
| Cost of revenues | 7 | **(329,173)** | (311,011) |
| **Gross profit** | | **422,593** | 349,246 |
| Selling and marketing expenses | 7 | **(41,727)** | (36,388) |
| General and administrative expenses | 7 | **(136,127)** | (112,761) |
| Other gains/(losses), net | 8 | **(3,177)** | 8,002 |
| **Operating profit** | | **241,562** | 208,099 |
| Net gains/(losses) from investments and others | 9 | **10,168** | 4,187 |
| Interest income | 10 | **16,909** | 16,004 |
| Finance costs | 11 | **(15,130)** | (11,981) |
| Share of profit/(loss) of associates and joint ventures, net | | **23,740** | 25,176 |
| **Profit before income tax** | | **277,249** | 241,485 |
| Income tax expense | 12(a) | **(47,448)** | (45,018) |
| **Profit for the year** | | **229,801** | 196,467 |
| **Attributable to:** | | | |
| Equity holders of the Company | | **224,842** | 194,073 |
| Non-controlling interests | | **4,959** | 2,394 |
| | | **229,801** | 196,467 |
| **Earnings per share for profit attributable to equity holders of the Company (RMB per share)** | | | |
| — basic | 13(a) | **24.749** | 20.938 |
| — diluted | 13(b) | **24.153** | 20.486 |

The notes on pages 140 to 272 are an integral part of these consolidated financial statements.

---

# Consolidated Statement of Comprehensive Income
## For the year ended 31 December 2025

| | Year ended 31 December 2025 | Year ended 31 December 2024 |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| **Profit for the year** | **229,801** | **196,467** |
| | | |
| **Other comprehensive income, net of tax:** | | |
| *Items that may be subsequently reclassified to profit or loss* | | |
| &nbsp;&nbsp;&nbsp;&nbsp;Share of other comprehensive income of associates and joint ventures | (217) | (492) |
| &nbsp;&nbsp;&nbsp;&nbsp;Transfer of share of other comprehensive income to profit or loss upon disposal and deemed disposal of associates and joint ventures | (96) | (13) |
| &nbsp;&nbsp;&nbsp;&nbsp;Net gains from changes in fair value of financial assets at fair value through other comprehensive income | 6 | 23 |
| &nbsp;&nbsp;&nbsp;&nbsp;Transfer to profit or loss upon disposal of financial assets at fair value through other comprehensive income | (9) | 1 |
| &nbsp;&nbsp;&nbsp;&nbsp;Currency translation differences | (6,060) | (2,746) |
| &nbsp;&nbsp;&nbsp;&nbsp;Net movement in reserves for hedges | (177) | (2,618) |
| *Items that will not be subsequently reclassified to profit or loss* | | |
| &nbsp;&nbsp;&nbsp;&nbsp;Share of other comprehensive income of associates and joint ventures | 477 | (711) |
| &nbsp;&nbsp;&nbsp;&nbsp;Net gains from changes in fair value of financial assets at fair value through other comprehensive income | 53,734 | 94,249 |
| &nbsp;&nbsp;&nbsp;&nbsp;Currency translation differences | (2,042) | 111 |
| &nbsp;&nbsp;&nbsp;&nbsp;Net movement in reserves for hedges | (66) | 71 |
| | **45,550** | **87,875** |
| | | |
| **Total comprehensive income for the year** | **275,351** | **284,342** |
| | | |
| **Attributable to:** | | |
| &nbsp;&nbsp;&nbsp;&nbsp;Equity holders of the Company | 267,794 | 279,009 |
| &nbsp;&nbsp;&nbsp;&nbsp;Non-controlling interests | 7,557 | 5,333 |
| | **275,351** | **284,342** |

The notes on pages 140 to 272 are an integral part of these consolidated financial statements.

---

# Consolidated Statement of Financial Position
As at 31 December 2025

| ASSETS | Note | 2025 RMB'Million | 2024 RMB'Million |
| :--- | :---: | :---: | :---: |
| **Non-current assets** | | | |
| Property, plant and equipment | 17 | 149,905 | 80,185 |
| Land use rights | 18 | 22,339 | 23,117 |
| Right-of-use assets | 19 | 17,367 | 17,679 |
| Construction in progress | 20 | 9,670 | 12,302 |
| Investment properties | | 950 | 801 |
| Intangible assets | 21 | 205,999 | 196,127 |
| Investments in associates | 22 | 342,409 | 290,343 |
| Investments in joint ventures | 23 | 6,303 | 7,072 |
| Financial assets at fair value through profit or loss | 25 | 207,157 | 204,999 |
| Financial assets at fair value through other comprehensive income | 26 | 356,640 | 302,360 |
| Prepayments, deposits and other assets | 27 | 24,540 | 42,828 |
| Other financial assets | 28 | 1,327 | 1,076 |
| Deferred income tax assets | 29 | 28,618 | 28,325 |
| Term deposits | 30 | 70,302 | 77,601 |
| **Total non-current assets** | | **1,443,526** | **1,284,815** |
| | | | |
| **Current assets** | | | |
| Inventories | | 530 | 440 |
| Accounts receivable | 31 | 49,930 | 48,203 |
| Prepayments, deposits and other assets | 27 | 111,270 | 101,044 |
| Other financial assets | 28 | 4,201 | 4,750 |
| Financial assets at fair value through profit or loss | 25 | 35,929 | 9,568 |
| Financial assets at fair value through other comprehensive income | 26 | 8,781 | 3,345 |
| Term deposits | 30 | 236,801 | 192,977 |
| Restricted cash | 32 | 6,977 | 3,334 |
| Cash and cash equivalents | 32 | 141,041 | 132,519 |
| **Total current assets** | | **595,460** | **496,180** |
| | | | |
| **Total assets** | | **2,038,986** | **1,780,995** |

---

# Consolidated Statement of Financial Position

As at 31 December 2025

| Description | Note | 2025 RMB'Million | 2024 RMB'Million |
| :--- | :---: | :---: | :---: |
| **EQUITY** | | | |
| **Equity attributable to equity holders of the Company** | | | |
| Share capital | 33 | — | — |
| Share premium | 33 | 63,796 | 43,079 |
| Treasury shares | 33 | (3,450) | (3,597) |
| Shares held for share award schemes | 33 | (7,124) | (5,093) |
| Other reserves | 34 | 90,494 | 47,129 |
| Retained earnings | | 1,010,436 | 892,030 |
| | | **1,154,152** | **973,548** |
| Non-controlling interests | | 86,913 | 80,348 |
| **Total equity** | | **1,241,065** | **1,053,896** |
| | | | |
| **LIABILITIES** | | | |
| **Non-current liabilities** | | | |
| Borrowings | 36 | 208,369 | 146,521 |
| Notes payable | 37 | 126,204 | 130,586 |
| Long-term payables | 38 | 10,544 | 10,201 |
| Other financial liabilities | 39 | 2,879 | 4,203 |
| Deferred income tax liabilities | 29 | 21,684 | 18,546 |
| Lease liabilities | | 13,280 | 13,897 |
| Deferred revenue | 6(c)(i) | 2,210 | 6,236 |
| | | **385,170** | **330,190** |

---

# Consolidated Statement of Financial Position
## As at 31 December 2025

| | | **As at 31 December** | **As at 31 December** |
| :--- | :---: | :---: | :---: |
| | | **2025** | **2024** |
| | Note | RMB'Million | RMB'Million |
| **Current liabilities** | | | |
| Accounts payable | 40 | 121,127 | 118,712 |
| Other payables and accruals | 41 | 96,496 | 84,032 |
| Borrowings | 36 | 42,618 | 52,885 |
| Notes payable | 37 | 10,542 | 8,623 |
| Current income tax liabilities | | 18,558 | 16,586 |
| Other tax liabilities | | 3,723 | 4,038 |
| Other financial liabilities | 39 | 3,992 | 6,336 |
| Lease liabilities | | 5,386 | 5,600 |
| Deferred revenue | 6(c)(i) | 110,309 | 100,097 |
| | | **412,751** | **396,909** |
| **Total liabilities** | | **797,921** | **727,099** |
| **Total equity and liabilities** | | **2,038,986** | **1,780,995** |

The notes on pages 140 to 272 are an integral part of these consolidated financial statements.

The consolidated financial statements on pages 129 to 272 were approved by the board of directors of the Company (the “Board”) on 18 March 2026 and were signed on its behalf:

**Ma Huateng**
Director

**Yang Siu Shun**
Director

---

# Consolidated Statement of Changes in Equity
For the year ended 31 December 2025

| | Attributable to equity holders of the Company | | | | | | | Non-controlling interests | Total equity |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | **Share capital** | **Share premium** | **Treasury shares** | **Shares held for share award schemes** | **Other reserves** | **Retained earnings** | **Total** | | |
| | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** |
| **Balance at 1 January 2025** | – | 43,079 | (3,597) | (5,093) | 47,129 | 892,030 | 973,548 | 80,348 | 1,053,896 |
| **Comprehensive income** | | | | | | | | | |
| Profit for the year | – | – | – | – | – | 224,842 | 224,842 | 4,959 | 229,801 |
| Other comprehensive income, net of tax: | | | | | | | | | |
| – share of other comprehensive income of associates and joint ventures | – | – | – | – | 334 | – | 334 | (74) | 260 |
| – transfer of share of other comprehensive income to profit or loss upon disposal and deemed disposal of associates and joint ventures | – | – | – | – | (95) | – | (95) | (1) | (96) |
| – net gains from changes in fair value of financial assets at fair value through other comprehensive income | – | – | – | – | 51,735 | – | 51,735 | 2,005 | 53,740 |
| – transfer to profit or loss upon disposal of financial assets at fair value through other comprehensive income | – | – | – | – | (8) | – | (8) | (1) | (9) |
| – currency translation differences | – | – | – | – | (8,771) | – | (8,771) | 669 | (8,102) |
| – net movement in reserves for hedges | – | – | – | – | (243) | – | (243) | – | (243) |
| **Total comprehensive income for the year** | – | – | – | – | 42,952 | 224,842 | 267,794 | 7,557 | 275,351 |
| Transfer of gains on disposal and deemed disposal of financial instruments to retained earnings, net of tax | – | – | – | – | (8,034) | 8,034 | – | – | – |
| Transfer of share of other comprehensive income to retained earnings upon disposal and deemed disposal of associates and joint ventures | – | – | – | – | (8) | 8 | – | – | – |
| Share of other changes in net assets of associates and joint ventures | – | – | – | – | 3,423 | – | 3,423 | – | 3,423 |
| Transfer of share of other changes in net assets of associates and joint ventures to profit or loss upon disposal and deemed disposal | – | – | – | – | (7) | – | (7) | – | (7) |

---

# Consolidated Statement of Changes in Equity
For the year ended 31 December 2025

| | Attributable to equity holders of the Company | | | | | | | | |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | **Share capital** | **Share premium** | **Treasury shares** | **Shares held for share award schemes** | **Other reserves** | **Retained earnings** | **Total** | **Non-controlling interests** | **Total equity** |
| | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** |
| **Transactions with equity holders** | | | | | | | | | |
| Capital injections | - | - | - | - | - | - | - | 141 | 141 |
| Employee share option schemes: | | | | | | | | | |
| – value of employee services | - | 1,494 | - | - | 56 | - | 1,550 | 48 | 1,598 |
| – proceeds from shares issued, net of withholding individual income tax | - | 1,767 | - | - | - | - | 1,767 | - | 1,767 |
| Employee share award schemes: | | | | | | | | | |
| – value of employee services | - | 19,922 | - | - | 3,707 | - | 23,629 | 396 | 24,025 |
| – shares purchased/withheld for share award schemes | - | - | - | (4,869) | - | - | (4,869) | - | (4,869) |
| – vesting of awarded shares | - | (2,612) | - | 2,612 | - | - | - | - | - |
| Tax benefit from share-based payments | - | - | - | - | 818 | - | 818 | - | 818 |
| Repurchase and cancellation of shares | - | - | 3,597 | - | - | (73,360) | (69,763) | - | (69,763) |
| Repurchase of shares (to be cancelled) | - | - | (3,450) | - | - | - | (3,450) | - | (3,450) |
| Cash dividends | - | - | - | - | - | (37,665) | (37,665) | (2,324) | (39,989) |
| Non-controlling interests arising from business combinations | - | - | - | - | - | - | - | 740 | 740 |
| Acquisition of additional equity interests in non wholly-owned subsidiaries | - | - | - | - | 463 | - | 463 | (2,053) | (1,590) |
| Dilution of interests in subsidiaries | - | - | - | - | (1,486) | - | (1,486) | 2,032 | 546 |
| Disposal of subsidiaries | - | - | - | - | 40 | - | 40 | (47) | (7) |
| Others | - | 146 | - | 226 | 1,441 | (3,453) | (1,640) | 75 | (1,565) |
| **Total transactions with equity holders in their capacity as equity holders for the year** | **-** | **20,717** | **147** | **(2,031)** | **5,039** | **(114,478)** | **(90,606)** | **(992)** | **(91,598)** |
| **Balance at 31 December 2025** | **-** | **63,796** | **(3,450)** | **(7,124)** | **90,494** | **1,010,436** | **1,154,152** | **86,913** | **1,241,065** |

---

# Consolidated Statement of Changes in Equity
For the year ended 31 December 2025

| Attributable to equity holders of the Company | Share capital (RMB’Million) | Share premium (RMB’Million) | Treasury shares (RMB’Million) | Shares held for share award schemes (RMB’Million) | Other reserves (RMB’Million) | Retained earnings (RMB’Million) | Total (RMB’Million) | Non-controlling interests (RMB’Million) | Total equity (RMB’Million) |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| **Balance at 1 January 2024** | — | 37,989 | (4,740) | (5,350) | (33,219) | 813,911 | 808,591 | 65,090 | 873,681 |
| **Comprehensive income** | | | | | | | | | |
| Profit for the year | — | — | — | — | — | 194,073 | 194,073 | 2,394 | 196,467 |
| **Other comprehensive income, net of tax:** | | | | | | | | | |
| – share of other comprehensive income of associates and joint ventures | — | — | — | — | (1,181) | — | (1,181) | (22) | (1,203) |
| – transfer of share of other comprehensive income to profit or loss upon disposal and deemed disposal of associates and joint ventures | — | — | — | — | (13) | — | (13) | — | (13) |
| – net gains from changes in fair value of financial assets at fair value through other comprehensive income | — | — | — | — | 90,612 | — | 90,612 | 3,660 | 94,272 |
| – transfer to profit or loss upon disposal of financial assets at fair value through other comprehensive income | — | — | — | — | 1 | — | 1 | — | 1 |
| – currency translation differences | — | — | — | — | (1,953) | — | (1,953) | (682) | (2,635) |
| – net movement in reserves for hedges | — | — | — | — | (2,530) | — | (2,530) | (17) | (2,547) |
| **Total comprehensive income for the year** | — | — | — | — | 84,936 | 194,073 | 279,009 | 5,333 | 284,342 |
| Transfer of gains on disposal and deemed disposal of financial instruments to retained earnings, net of tax | — | — | — | — | (5,007) | 4,773 | (234) | — | (234) |
| Transfer of share of other comprehensive income to retained earnings upon disposal and deemed disposal of associates and joint ventures | — | — | — | — | (15) | 15 | — | — | — |
| Share of other changes in net assets of associates and joint ventures | — | — | — | — | 4,083 | — | 4,083 | — | 4,083 |
| Transfer of share of other changes in net assets of associates and joint ventures to profit or loss upon disposal and deemed disposal | — | — | — | — | (529) | — | (529) | — | (529) |

---

# Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

| | Attributable to equity holders of the Company | | | | | | | Non-controlling interests | Total equity |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | Share capital | Share premium | Treasury shares | Shares held for share award schemes | Other reserves | Retained earnings | Total | | |
| | RMB'Million | RMB'Million | RMB'Million | RMB'Million | RMB'Million | RMB'Million | RMB'Million | RMB'Million | RMB'Million |
| **Transactions with equity holders** | | | | | | | | | |
| Employee share option schemes: | | | | | | | | | |
| – value of employee services | – | 1,917 | – | – | 45 | – | 1,962 | 38 | 2,000 |
| – proceeds from shares issued, net of withholding individual income tax | – | 1,827 | – | – | – | – | 1,827 | – | 1,827 |
| Employee share award schemes: | | | | | | | | | |
| – value of employee services | – | 16,829 | – | – | 1,572 | – | 18,401 | 356 | 18,757 |
| – shares purchased/withheld for share award schemes | – | – | – | (3,420) | – | – | (3,420) | – | (3,420) |
| – vesting of awarded shares | – | (3,338) | – | 3,338 | – | – | – | – | – |
| Tax benefit from share-based payments | – | – | – | – | 13 | – | 13 | – | 13 |
| Repurchase and cancellation of shares | – | (13,681) | 4,740 | – | – | (89,725) | (98,666) | – | (98,666) |
| Repurchase of shares (to be cancelled) | – | – | (3,597) | – | – | – | (3,597) | – | (3,597) |
| Cash dividends | – | – | – | – | – | (28,924) | (28,924) | (2,158) | (31,082) |
| Non-controlling interests arising from business combinations | – | – | – | – | – | – | – | 12,624 | 12,624 |
| Acquisition of additional equity interests in non wholly-owned subsidiaries | – | – | – | – | (4,637) | – | (4,637) | (2,957) | (7,594) |
| Dilution of interests in subsidiaries | – | – | – | – | (1,924) | – | (1,924) | 1,634 | (290) |
| Disposal of subsidiaries | – | – | – | – | – | – | – | 11 | 11 |
| Others | – | 1,536 | – | 339 | 1,811 | (2,093) | 1,593 | 377 | 1,970 |
| **Total transactions with equity holders in their capacity as equity holders for the year** | – | **5,090** | **1,143** | **257** | **(3,120)** | **(120,742)** | **(117,372)** | **9,925** | **(107,447)** |
| **Balance at 31 December 2024** | – | **43,079** | **(3,597)** | **(5,093)** | **47,129** | **892,030** | **973,548** | **80,348** | **1,053,896** |

The notes on pages 140 to 272 are an integral part of these consolidated financial statements.

---

# Consolidated Statement of Cash Flows

For the year ended 31 December 2025

| | | **Year ended 31 December** | |
| :--- | :---: | :---: | :---: |
| | | **2025** | **2024** |
| | **Note** | **RMB'Million** | **RMB'Million** |
| **Cash flows from operating activities** | | | |
| Cash generated from operations | 43(a) | **347,751** | 304,705 |
| Income tax paid | | **(44,699)** | (46,184) |
| **Net cash flows generated from operating activities** | | **303,052** | 258,521 |
| **Cash flows from investing activities** | | | |
| Payments for business combinations, net of cash acquired | | **(11,541)** | (7,847) |
| (Outflow)/inflow of cash from disposals of investments in subsidiaries, net of cash disposed of | | **(97)** | 1 |
| Purchase of/prepayments for property, plant and equipment, construction in progress and investment properties | | **(87,482)** | (62,927) |
| Proceeds from disposal of property, plant and equipment | | **152** | 203 |
| Purchase of/prepayments for intangible assets | | **(25,399)** | (26,394) |
| Refund from/(payments for) land use rights | | **6** | (6,727) |
| Payments for acquisition of investments in associates | | **(24,637)** | (1,967) |
| Proceeds from disposal of investments in associates | | **1,549** | 4,627 |
| Payments for acquisition of investments in joint ventures | | **(10)** | (22) |
| Proceeds from disposal of investments in joint ventures | | **19** | 267 |
| Payments for acquisition of financial assets at fair value through other comprehensive income | | **(73,517)** | (14,022) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | | **70,033** | 25,490 |
| Payments for acquisition of financial assets at fair value through profit or loss | | **(131,087)** | (66,603) |
| Proceeds from disposal of financial assets at fair value through profit or loss | | **96,904** | 69,562 |
| Payments for acquisition/settlement of other financial instruments | | **(3,219)** | (3,564) |
| Net inflow from acquisition/settlement of other financial instruments | | **2,176** | 1,724 |
| Payments for loans to investees and others | | **(755)** | (630) |
| Loans repayments from investees and others | | **1,025** | 485 |
| Receipt from maturity of term deposits with initial terms of over three months | | **241,403** | 248,446 |
| Placement of term deposits with initial terms of over three months | | **(282,289)** | (300,723) |
| Interest received | | **14,534** | 14,913 |
| Dividends received | | **6,500** | 3,521 |
| **Net cash flows used in investing activities** | | **(205,732)** | (122,187) |

---

# Consolidated Statement of Cash Flows

For the year ended 31 December 2025

| Year ended 31 December | Note | 2025 (RMB'Million) | 2024 (RMB'Million) |
| :--- | :---: | :---: | :---: |
| **Cash flows from financing activities** | | | |
| Proceeds from short-term borrowings | | 113,557 | 62,563 |
| Repayments of short-term borrowings | | (121,385) | (40,049) |
| Proceeds from long-term borrowings | | 108,683 | 52,021 |
| Repayments of long-term borrowings | | (48,530) | (74,642) |
| Net proceeds from issuance of notes payable | | 8,968 | — |
| Repayments of notes payable | | (8,587) | (14,213) |
| Principal elements of lease payments | 19(b) | (6,783) | (6,369) |
| Interest paid | | (13,180) | (12,417) |
| Payments for repurchase of shares | | (73,312) | (102,331) |
| Proceeds from issuance of ordinary shares as a result of exercise of share options | | 2,721 | 1,932 |
| Payments for withholding individual income tax for share option schemes | | (954) | (105) |
| Payments for shares purchased/withheld for share award schemes | | (4,869) | (3,420) |
| Proceeds from issuance of additional equity interests of non wholly-owned subsidiaries | | 582 | 161 |
| Proceeds from transfer of interests in subsidiaries to non-controlling interests | | 83 | — |
| Payments for acquisition of non-controlling interests in non wholly-owned subsidiaries | | (4,242) | (8,381) |
| Dividends paid to the Company's shareholders | | (37,535) | (28,859) |
| Dividends paid to non-controlling interests | | (2,372) | (2,385) |
| **Net cash flows used in financing activities** | | **(87,155)** | **(176,494)** |
| | | | |
| **Net increase/(decrease) in cash and cash equivalents** | | **10,165** | **(40,160)** |
| Cash and cash equivalents at beginning of the year | | 132,519 | 172,320 |
| Exchange (losses)/gains on cash and cash equivalents | | (1,643) | 359 |
| **Cash and cash equivalents at end of the year** | 32(a) | **141,041** | **132,519** |

The notes on pages 140 to 272 are an integral part of these consolidated financial statements.

---

# Notes to the Consolidated Financial Statements

**For the year ended 31 December 2025**

## 1 GENERAL INFORMATION

The Company was incorporated in the Cayman Islands with limited liability. The address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The shares of the Company have been listed on the Main Board of the Stock Exchange since 16 June 2004.

The Company is an investment holding company. The Group is principally engaged in the provision of VAS, Marketing Services, and FinTech and Business Services.

The operations of the Group were initially conducted through Tencent Computer, a limited liability company established in the PRC by certain shareholders of the Company on 11 November 1998. Tencent Computer is legally owned by the core founders of the Company who are PRC citizens (the "Registered Shareholders").

The PRC regulations restrict foreign ownership of companies that provide value-added telecommunications services, which include activities and services operated by Tencent Computer. In order to enable the Company to own and control the business of the Group, the Company established a subsidiary, Tencent Technology, which is a wholly foreign owned enterprise incorporated in the PRC, on 24 February 2000, to control Tencent Computer through a series of contractual arrangements (collectively, "Structure Contracts") as described below.

Under the Structure Contracts entered into among the Company, Tencent Technology, Tencent Computer and the Registered Shareholders, the Company is able to effectively control, recognise and receive substantially all the economic benefit of the business and operations of Tencent Computer. In summary, the Structure Contracts provide the Company through Tencent Technology with, among other things:

- the right to receive the cash received by Tencent Computer from its operations which is surplus to its requirements, having regard to its forecast working capital needs, capital expenditure, and other short-term anticipated expenditure through various commercial arrangements;
- the right to ensure that Tencent Technology owns the valuable assets of the business through the assignment to Tencent Technology of the principal present and future intellectual property rights of Tencent Computer; and
- the right to control the management, financial and operating policies of Tencent Computer.

---

# Notes to the Consolidated Financial Statements
## For the year ended 31 December 2025

# 1 GENERAL INFORMATION (continued)

As a result, Tencent Computer is accounted for as a controlled structured entity and consolidated by the Group accordingly. Similar Structure Contracts were also executed for other PRC operating companies established by the Group similar to Tencent Computer subsequent to 2000. All these PRC operating companies are treated as controlled structured entities of the Group and their financial statements have also been consolidated by the Group. See details in Note 2.3(a) and Note 48.

# 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES

The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These accounting policies have been consistently applied to all the years presented, unless otherwise stated.

## 2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with all applicable IFRS Accounting Standards and the disclosure requirements of the Hong Kong Companies Ordinance. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss (“FVPL”), financial assets at fair value through other comprehensive income (“FVOCI”), certain other financial assets and liabilities, which are carried at fair values.

The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.2 Changes in accounting policies

**(a) Amendments to standards adopted by the Group**

The following amendments to standards have been adopted by the Group for the first time for the financial year beginning on 1 January 2025:

**Amendments to IAS 21: Lack of Exchangeability**

The adoption of these amendments to standards does not have significant impact on the consolidated financial statements of the Group.

**(b) New standard and amendments to standards issued but not yet effective**

The following issued new standard and amendments to standards have not come into effect for the financial year beginning on 1 January 2025 and have not been early adopted by the Group in preparing the consolidated financial statements. The adoption of IFRS 18 will not affect the recognition or measurement of items in the consolidated financial statements. It mainly has impacts on presentation and disclosure of income and expenses, and adds new disclosure requirements on management-defined performance measures within the consolidated financial statements. Except for IFRS 18, none of these amended standards is expected to have significant effect on the consolidated financial statements of the Group.

| Standard / Amendment | Description | Effective for annual periods beginning on or after |
| :--- | :--- | :--- |
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments | 1 January 2026 |
| Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity | 1 January 2026 |
| Annual Improvements to IFRS Accounting Standards | Annual Improvements to IFRS Accounting Standards - Volume 11 | 1 January 2026 |
| IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 |
| Amendments to IAS 21 | Translation to a Hyperinflationary Presentation Currency | 1 January 2027 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.3 Subsidiaries

**(a) Consolidation**

Subsidiaries are all entities (including controlled structured entities as stated in Note 1 above) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

**(i) Business combinations**

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the sum of the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement, which is recognised under “Other financial assets” or “Other financial liabilities” in the consolidated financial statements. Identifiable assets acquired and liabilities including contingent consideration assumed in a business combination are generally measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis. Non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.3 Subsidiaries (continued)

**(a) Consolidation (continued)**

**(i) Business combinations (continued)**

Acquisition-related costs other than those incurred to issue equity interests are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying amount of the Group's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability are recognised in profit or loss. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

The excess of the total of consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the net acquisition-date amount of the identifiable assets acquired and the liabilities assumed is recorded as goodwill in "Intangible assets" in the consolidated financial statements. Goodwill is not amortised, but must instead be subject to an impairment test at least annually (Notes 2.8 and 2.9). If the total of consideration transferred, non-controlling interest recognised and previously held interest re-measured is less than the net acquisition-date amount of the identifiable assets acquired and the liabilities assumed in the case of a bargain purchase, the difference is recognised directly in the consolidated income statement.

**(ii) Changes in ownership interests in subsidiaries without loss of control**

Transactions with non-controlling interests that result in changes in ownership interests in subsidiaries but do not result in a loss of control are accounted for as equity transactions – that is, as transactions with the owners of the subsidiary in their capacity as owners. The difference between the fair value of any consideration paid and the relevant share acquired of the carrying amount of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

---

# Notes to the Consolidated Financial Statements
## For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.3 Subsidiaries (continued)

**(a) Consolidation (continued)**

**(iii) Disposal of subsidiaries**

When the Group ceases to have control, any retained interest in the former subsidiary is recognised at its fair value at the date when control is lost and is included in the calculation of the gain or loss on disposal of that subsidiary. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, a joint venture or a financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. It means that amounts previously recognised in other comprehensive income are either reclassified to the consolidated income statement or transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards.

**(b) Separate financial statements**

Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividends from subsidiaries. In addition, the contribution to the Company's Share Scheme Trust (as defined in Note 48(f)) will be transferred to the "Shares held for share award schemes" under equity when the contribution is used for the acquisition of the Company's shares.

Impairment testing of the investments in subsidiaries is required upon receiving dividends from these investments if the dividends exceed the total comprehensive income of the subsidiaries in the period the dividends are declared or if the carrying amount of the investments in the separate financial statements exceeds the carrying amount of the subsidiaries' net assets including goodwill in the consolidated financial statements.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.4 Investments under equity method of accounting

**(a) Associates**

Associates are all entities over which the Group has significant influence but not control or joint control, generally but not necessarily accompanying a holding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. The Group’s investments in associates include underlying goodwill identified on acquisition, net of any accumulated impairment loss.

**(b) Joint ventures**

Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement and are accounted for using the equity method of accounting.

**(c) Equity method of accounting**

Under the equity method of accounting, the investments are initially recognised at cost and subsequently the Group’s share of post-acquisition profit or loss of the investees is recognised in the consolidated income statement, the Group’s share of post-acquisition other comprehensive income of the investees is recognised in other comprehensive income. When the investees have a change in net assets (other than from a transaction with other investors) that does not affect profit or loss or other comprehensive income, the Group’s share of other changes in net assets is recognised in consolidated statement of changes in equity. Dividends from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. Where the Group’s share of losses in an associate or a joint venture equals or exceeds its interests in the entity, including any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the entity.

The Group determines at each reporting date whether there is any objective evidence that investments accounted for using the equity method, including investments in associates and joint ventures, are impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the investment and its carrying amount and recognises the amount in “Net gains/(losses) from investments and others” in the consolidated income statement.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.4 Investments under equity method of accounting (continued)

**(c) Equity method of accounting (continued)**

Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interests in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When necessary, adjustments are made to financial information of associates or joint ventures used in applying the equity method, to make the associates’ or joint ventures’ accounting policies conform to those of the Group.

An associate or a joint venture of the Group might issue shares to other investors which dilute the Group’s interest. This is deemed as a partial disposal of the Group’s interest in this entity, if the interest continues to be classified as either an associate or a joint venture. A dilution gain or loss arising on the deemed partial disposal is recognised in the consolidated income statement. If the ownership interest in an associate or a joint venture is reduced but significant influence or joint control is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to consolidated income statement where appropriate.

**(d) Investments in associates/joint ventures achieved in stages**

The cost of associates/joint ventures acquired in stages, except for the change from an associate to a joint venture, is measured as the sum of the fair value of the interests previously held plus the fair value of any additional consideration transferred as of the date when they become associates or joint ventures.

**(e) Disposal of associates and joint ventures**

When the Group ceases to continue using equity method of accounting for an associate or joint venture because of a loss of significant influence or joint control, it re-measures any retained investment at fair value. A gain or loss is recognised at the difference between the fair value of any retained interest plus any proceeds from disposing of part of the interests in the associate or joint venture and the carrying amount of the investment at the date the equity method of accounting is discontinued. The amounts previously recognised in other comprehensive income and other changes recognised in equity in respect of the associate or joint venture are reclassified to the consolidated income statement or transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.5 Foreign currency translation

**(a) Functional and presentation currency**

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company and certain of its overseas subsidiaries is USD. As the major operations of the Group are within Chinese Mainland, the Group presents its consolidated financial statements in RMB, unless otherwise stated.

**(b) Transactions and balances**

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised, except as disclosed in Note (c) below, in the consolidated income statement.

Non-monetary items that are measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair value is determined. Translation differences on non-monetary assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary financial assets and liabilities such as equity instruments classified as FVPL are recognised in the consolidated income statement as part of the fair value gain or loss and translation differences on non-monetary financial assets, such as equity instruments classified as FVOCI, are included in other comprehensive income.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.5 Foreign currency translation (continued)

**(c) Translation of foreign operations**

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency of RMB are translated into the presentation currency as follows:

1. (i) Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
2. (ii) Income and expenses for each reporting period are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
3. (iii) All resulting currency translation differences are recognised as a separate component of other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other financial instruments designated as hedges of such investments, are taken to other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. Currency translation differences arising thereon are recognised in other comprehensive income.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.6 Property, plant and equipment and construction in progress

All items of property, plant and equipment are stated at historical costs less accumulated depreciation and accumulated impairment losses. Historical costs include expenditures that are directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the items will flow to the Group and the cost of the items can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the consolidated income statement during the reporting period in which they are incurred.

Depreciation of items of property, plant and equipment is calculated using the straight-line method to allocate their cost net of their residual values over their estimated useful lives, as follows:

| Asset type | Estimated useful life |
| :--- | :--- |
| Buildings | 20 ~ 50 years* |
| Computer and other operating equipment | 2 ~ 10 years |
| Furniture and office equipment | 2 ~ 5 years |
| Motor vehicles | 5 years |
| Leasehold improvements | Shorter of their useful lives and the remaining lease term |

\* As non-removable parts of the buildings, fixtures and decoration are depreciated over the shorter of the specific asset’s useful life and the remaining useful life of the entire building.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Construction in progress mainly represents office buildings and data centres under construction, which is stated at actual construction costs less any impairment loss. Construction in progress is transferred to property, plant and equipment when completed and ready for use.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2.9).

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in “Other gains/(losses), net” in the consolidated income statement.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.7 Land use rights

Land use rights are up-front payments to acquire long-term lease interest in land. These payments are stated at cost and charged to the consolidated income statement or included in the cost of construction in progress as appropriate, on a straight-line basis over the remaining period of the lease.

### 2.8 Intangible assets

**(a) Goodwill**

Goodwill on acquisition of subsidiaries is recognised as described in Note 2.3(a) and included in "Intangible assets" in the consolidated financial statements.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units ("CGUs"), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each CGU or group of CGUs to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is not larger than an operating segment.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying amount of the CGU or group of CGUs including the allocated goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately under "Net gains/(losses) from investments and others" and is not subsequently reversed.

**(b) Media content**

Media content mainly includes game licences, long-form video and music content, and literature copyrights. They are initially recognised and measured at cost or estimated fair value as acquired through business combinations. Media content is amortised using a straight-line method or an accelerated method which reflects the estimated consumption patterns.

**(c) Other intangible assets**

Other intangible assets mainly include trademarks, other copyrights, computer software and technology, non-compete agreements and customer relationships. They are initially recognised and measured at cost or estimated fair value as acquired through business combinations.

Other intangible assets are amortised over their estimated useful lives (generally one to ten years) using the straight-line method which reflects the pattern in which the intangible assets’ future economic benefits are expected to be consumed.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.9 Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life or are not yet available for use are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows which are largely independent of the cash inflows from other assets or groups of assets (i.e. CGUs). Non-financial assets other than goodwill that suffered impairment are subsequently reviewed for possible reversal of the impairment at each reporting date.

### 2.10 Shares held for share award schemes
The consideration paid by the Share Scheme Trust (see Note 48(f)) for purchasing the Company’s shares, including any directly attributable incremental cost, is presented as “Shares held for share award schemes” and the amount is deducted from total equity.

When the Share Scheme Trust transfers the Company’s shares to the awardees upon vesting, the related costs of the awarded shares vested are credited to “Shares held for share award schemes”, with a corresponding adjustment made to “Share premium”.

### 2.11 Investments and other financial assets

#### (a) Classification and measurement
The Group classifies its financial assets in the following measurement categories:

- those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and
- those to be measured subsequently at amortised cost.

The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.

Except for accounts receivable, at initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss as incurred.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.11 Investments and other financial assets (continued)

**(a) Classification and measurement (continued)**

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

**Debt instruments**

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset. There are three categories into which the Group classifies its debt instruments:

- **Amortised cost**: Financial assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are classified as and measured at amortised cost. A gain or loss on a debt instrument measured at amortised cost which is not part of a hedging relationship is recognised in profit or loss when it arises, including when the asset is derecognised or impaired. Interest income from these financial assets is recognised using the effective interest method.
- **FVOCI**: Financial assets that are held both for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are classified as and measured at FVOCI. Gains and losses on these financial assets are taken through other comprehensive income, except for impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss and recognised in “Net gains/(losses) from investments and others” in the consolidated income statement. Interest income from these financial assets is recognised using the effective interest method. Foreign exchange gains and losses are presented in “Finance costs” and impairment gains or losses are presented in “Other gains/(losses), net”.
- **FVPL**: Financial assets that do not meet the criteria for amortised cost or FVOCI are classified as and measured at fair value through profit or loss. A gain or loss on a debt instrument measured at fair value through profit or loss which is not part of a hedging relationship is recognised in profit or loss and presented in “Net gains/(losses) from investments and others” for the period in which it arises.

The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.11 Investments and other financial assets (continued)

**(a) Classification and measurement (continued)**

**Equity instruments**

The Group subsequently measures all equity investments at fair value. Upon initial recognition, the Group’s management may irrevocably elect to present fair value gains or losses on equity investments in other comprehensive income when they are equity instruments in the scope of IFRS 9 and are not held for trading. The election is determined on an instrument-by-instrument basis.

Where the Group has made the irrevocable election to present fair value gains or losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains or losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss as “Net gains/(losses) from investments and others” when the Group’s right to receive payments is established. Unlike debt instruments classified as FVOCI, these equity instruments are not subject to impairment assessment.

All other investments in equity instruments are classified as and measured at FVPL. Changes in the fair value of FVPL are recognised in “Net gains/(losses) from investments and others” in the consolidated income statement.

**(b) Impairment**

The Group assesses on a forward-looking basis the expected credit losses (“ECL”) associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition.

For accounts receivable and contract assets, the Group applies the simplified approach prescribed by IFRS 9, which requires lifetime ECL to be recognised since initial recognition.

Impairment on deposits and other receivables is measured at either 12-month ECL or lifetime ECL, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a deposit or other receivable has occurred since initial recognition, the impairment is measured at lifetime ECL.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.12 Derivative and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are presented as financial assets when the fair value is positive and as financial liabilities when the fair value is negative, which are recognised under “Other financial assets” and “Other financial liabilities” in the consolidated financial statements, respectively. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The Group designates certain derivatives as either:

- hedges of fair value of a recognised asset or liability (fair value hedges); or
- hedges of a particular risk associated with the cash flows of a recognised asset or liability (cash flow hedges).

At the inception of the hedging relationship, the Group documents the economic relationship between hedging instruments and hedged items including how the changes in fair value or cash flows of hedging instrument are expected to offset changes in fair value or cash flows of hedged items. The Group documents its risk, risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are effective in offsetting changes in fair values or cash flows of hedged items.

#### (a) Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the consolidated income statement (or other comprehensive income, in the case of a hedge of equity instruments where the Group has elected to present fair value gains or losses in other comprehensive income), together with changes in the fair value of the hedged asset or liability that are attributable to the hedged risks.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.12 Derivative and hedging activities (continued)

**(b) Cash flow hedges**

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised through other comprehensive income within equity, while any ineffective portion is recognised immediately in profit or loss.

The accumulated deferred gain or loss relating to the effective portion of the derivatives is recycled to profit or loss at the same time when the hedged cash flows affect profit or loss. They are recorded in the same consolidated income statement line items in which the income or expenses associated with the related hedged item are reported.

In designating a forward contract or other financial instrument as a hedging instrument, the Group excludes any forward element or foreign currency basis spread and accounts for the excluded item as costs of hedging. Changes in fair value of the excluded item are recognised within equity as deferred costs of hedging, while the inception-date value of the excluded item is reclassified to the consolidated income statement systematically over the period of the hedging relationship in case of a time-period related hedged item.

When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any accumulated deferred gain or loss and deferred costs of hedging in equity at that time remain in equity and are recognised in profit or loss in the periods when the hedged item affects profit or loss.

### 2.13 Accounts receivable

Accounts receivable are amounts due from customers or agents for services performed or merchandise sold in the ordinary course of business. Accounts receivable are presented as current assets unless collection is not expected within 12 months after the end of the reporting period.

Accounts receivable are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value, and subsequently measured at amortised cost using the effective interest method, less provision for impairment that is subject to ECL model (Note 4.1(b)).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.14 Cash and cash equivalents

Cash and cash equivalents mainly include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with initial maturities of three months or less.

The Group does not recognise cash amounts deposited with banks in Chinese Mainland under users’ entrustment (which are received under its payment business) in the consolidated statement of financial position as the Group holds these cash amounts as a custodian according to the relevant users’ agreements.

### 2.15 Repurchase of shares

Save as disclosed in Note 2.10, where any group company purchases the Company’s equity instruments, the consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to equity holders of the Company as treasury shares until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received (net of any directly attributable incremental transaction costs) is included in equity attributable to equity holders of the Company.

### 2.16 Accounts payable

Accounts payable are obligations to pay for services or goods that have been acquired from suppliers in the ordinary course of business. Accounts payable are presented as current liabilities unless payment is not due within 12 months after the end of the reporting period.

Accounts payable are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

### 2.17 Put option arrangements on non-controlling interest

Put options on non-controlling interest of the Group are financial instruments granted by the Group which permit the holders to put back to the Group their shares in certain non wholly-owned subsidiaries of the Group for cash or other financial instruments when certain conditions are met. If the Group does not have the unconditional right to avoid delivering cash or other financial instruments under the put option, a financial liability is initially recognised under “Other financial liabilities” in the consolidated financial statements at the present value of the estimated future cash outflows on exercise under the put option. Subsequently, if the Group revises its estimates of payments, the Group adjusts the carrying amount of the financial liability to reflect actual and revised estimated cash outflows. The Group recalculates the carrying amount based on the present value of the revised estimated future cash outflows at the financial instrument’s original effective interest rate and the adjustment is recognised in the consolidated statement of changes in equity. In the event that the put option expires unexercised, the liability is derecognised with a corresponding adjustment to equity.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.17 Put option arrangements on non-controlling interest (continued)

The put option liabilities are non-current liabilities unless the put option becomes exercisable within 12 months after the end of the reporting period.

### 2.18 Borrowings, notes payable and borrowing costs

Borrowings and notes payable issued by the Group are recognised initially at fair value, net of transaction costs incurred. They are subsequently carried at amortised cost. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in the consolidated income statement over their terms using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan facilities to the extent that it is probable that some or all of the facilities will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the term of the facility to which it relates.

A borrowing or a note payable is classified as non-current if the Group has the right to defer settlement of the liability for at least 12 months after the reporting period, regardless of whether the Group intends to settle the liability within the next 12 months, and even if the liability is settled before the financial statements are authorised for issue.

General and specific borrowing costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale. During the year ended 31 December 2025, borrowing costs capitalised were insignificant to the Group.

Covenants that the Group is required to comply with, on or before the end of the reporting period, are considered in classifying liabilities arising from loan arrangements with covenants as current or non-current. Covenants that the Group is required to comply with after the reporting period do not affect the classification at the reporting date.

---

# Notes to the Consolidated Financial Statements
## For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.19 Current and deferred income tax

The income tax expense for the year comprises current and deferred income tax, which is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case, the income tax is also recognised in other comprehensive income or in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the jurisdictions where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. When it is not probable, the Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available to utilise those temporary differences and tax losses.

Deferred income tax liabilities are provided on temporary differences arising from investments in subsidiaries, associates and joint ventures, except for deferred income tax liability where the timing of the reversal of the temporary differences is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally, the Group is unable to control the reversal of the temporary difference for associates and joint ventures. Only when there is an agreement in place that gives the Group the ability to control the reversal of the temporary difference in the foreseeable future, deferred income tax liability in relation to taxable temporary differences arising from the associates’ and joint ventures’ undistributed profit may not be recognised.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.19 Current and deferred income tax (continued)

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint ventures only to the extent that it is probable the temporary difference will reverse in the foreseeable future and there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset where: (i) there is a legally enforceable right to offset current income tax assets against current income tax liabilities; and (ii) the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to settle current income tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred income tax liabilities or assets are expected to be settled or recovered.

### 2.20 Employee benefits

**(a) Short-term benefit obligations**

Employee entitlements to short-term benefits, including wages and salaries, non-monetary benefits, and annual leave, are recognised as they are accrued to employees. Liabilities are recognised for the estimated employee entitlements to wages and salaries, non-monetary benefits, and annual leave as a result of services rendered by employees up to the end of the reporting period and to the extent that they are unsettled. These liabilities, which are expected to be settled wholly within 12 months after the end of the reporting period, are measured at the undiscounted amounts expected to be paid when settled. Employee entitlements to sick and maternity leaves are not recognised until the time of leave.

**(b) Pension obligations**

The Group participates in various defined contribution pension plans which are available to all relevant employees. These plans are generally funded through payments to schemes established by governments or trustee-administered funds. A defined contribution pension plan is a pension plan under which the Group pays contributions on a mandatory, contractual or voluntary basis into a separate fund, and the Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee services in the current and prior years. The Group’s contributions to the defined contribution pension plans are expensed as incurred and not reduced by contributions forfeited by those employees who leave the plans prior to vesting fully in the contributions.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.20 Employee benefits (continued)

**(c) Long-term employee benefit obligations**

In addition to participating in the defined contribution pension plans as described above, the Group also provides commercial health insurance benefits to certain eligible employees till their resignation or retirement. These obligations are classified as non-current liabilities unless it is expected to be settled wholly within 12 months after the end of the reporting period.

These long-term employee benefit obligations are measured at the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. For currencies for which there is no deep market in such high-quality corporate bonds, the market yields on government bonds denominated in that currency were applied. Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

**(d) Long-term service awards**

The Group recognises a liability and an expense for its long-term service awards scheme where cash is to be paid to retired employees qualified for certain criteria as one-off retirement bonus and it is considered to be a defined benefit plan. The Group uses an actuarial valuation model reviewed by Jones Lang LaSalle Corporate Appraisal and Advisory Limited, a firm regulated by Royal Institute of Chartered Surveyors, to determine the liability in respect of the defined benefit plan. The method of accounting is similar to those used for long-term employee benefits as described above, except that re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in other comprehensive income in the period in which they occur.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.20 Employee benefits (continued)

#### (e) Share-based compensation benefits

The Group operates a number of share-based compensation plans (including share option schemes and share award schemes), under which the Group receives services from employees and other qualifying participants as consideration for equity instruments (including share options and awarded shares) of the Group. The fair value of the employee services and other qualifying participants’ services received in exchange for the grant of equity instruments of the Group is recognised as an expense with a corresponding increase in equity over the vesting period, i.e., the period over which all of the specified vesting conditions are to be satisfied.

For grant of share options, the total amount to be expensed is determined by reference to the grant-date fair value of the options granted by using option-pricing model, “Enhanced FAS 123” binomial model (the “Binomial Model”), which includes the impact of market performance conditions (such as the Company’s share price) but excludes the impact of service condition and non-market performance conditions. For grant of awarded shares, the total amount to be expensed is determined by reference to the market price of the relevant equity instruments of the Group at the grant date. The Group also adopts valuation and actuarial techniques to assess the grant-date fair value of non-listed equity instruments of the Group granted under the share-based compensation plans as appropriate.

Non-market performance and service conditions are included in assumptions about the number of options and awarded shares that are expected to vest.

From the perspective of the Company, the grants of its equity instruments to employees of its subsidiaries are made in exchange for employee services to the subsidiaries. Accordingly, the share-based compensation expenses are treated as part of the “Investments in subsidiaries”, or “Amounts due from subsidiaries” if rechargeable, in the Company’s statement of financial position.

At the end of each reporting period, the Group revises the estimates of the number of options and awarded shares that are expected to ultimately vest. It recognises the impact of the revision to prior estimates, if any, in the consolidated income statement of the Group, with a corresponding adjustment to equity.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.20 Employee benefits (continued)

#### (e) Share-based compensation benefits (continued)

When share options are exercised, the proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. When the vested equity instruments are later forfeited prior to expiry date, the amount previously recognised in share premium may be transferred to retained earnings.

If the Group repurchases vested equity instruments, the payments made to the employees and other qualifying participants are accounted for as a deduction from equity, except to the extent that the payment exceeds the fair value of the equity instruments repurchased, measured at the repurchase date. Any such excess is recognised as an expense.

If the terms of an equity-settled share-based award are modified, an additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employees and other qualifying participants, as measured at the date of modification. Modifications of an equity-settled share-based award in a manner that is not beneficial to employees are not taken into account when determining the expenses to be recognised.

If a grant of equity instruments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), the Group accounts for the cancellation or settlement as an acceleration of vesting, and therefore recognises immediately the amount that otherwise would have been recognised for services received over the remainder of the vesting period.

Share-based payment arrangements where the terms provide the Group to settle the transactions in cash are cash-settled share-based payment transactions. For cash-settled share-based payments, a liability is recognised at the current fair value determined at the end of the reporting period to the extent of the portion of the services received until the date of settlement, with any changes in fair value recognised in profit or loss.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.21 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

### 2.22 Revenue recognition

The Group generates revenues primarily from provision of VAS, Marketing Services, FinTech and Business Services, and other online related services in the PRC. Revenue is recognised when the control of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time.

**(a) VAS**

Revenues from VAS primarily include revenues from the provision of online games and social networks services. Online games revenues are mainly derived from sales of in-game virtual items, and social networks revenues are mainly derived from subscriptions, sales of virtual items, and online games revenues attributable to social networks business.

Revenues from VAS are recognised when the Group satisfies its performance obligations by rendering relevant promised services.

Gross receipts from sales of in-game permanent virtual items are deferred and amortised over the respective estimated expected user lifetime of the applicable games estimated by the management as there is an explicit or implicit obligation of the Group to maintain the virtual items operated on the Group's platforms and allow users to gain access to them, whereas revenues from sales of in-game limited life virtual items and social networks virtual items, are recognised based on the consumption or over the stipulated periods of validity of the relevant virtual items ratably. Revenues from subscriptions are recognised ratably over the subscription period.

---

# Notes to the Consolidated Financial Statements
# For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.22 Revenue recognition (continued)

**(a) VAS (continued)**

Where a contract includes multiple performance obligations, the Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis, which is determined based on the prices charged to or expected to be recovered from customers.

In respect of the Group’s VAS directly delivered to the Group’s customers and paid through various third-party platforms, these third-party platforms collect the relevant service fees (the “Online Service Fees”) on behalf of the Group and they are entitled to platform provider fees at pre-determined percentages (as part of “Channel and distribution costs”). Such Channel and distribution costs are withheld and deducted from the gross Online Service Fees collected by these platforms from the users, with the net amounts remitted to the Group. The Group recognises the Online Service Fees as revenue on a gross or net basis depending on whether the Group is acting as a principal or an agent in these transactions based on the assessment according to the criteria stated in (e) below.

The Group also opens its online platforms to third-party game/application developers under certain co-operation agreements, under which the Group pays to the third-party game/application developers a pre-determined percentage of the fees paid by and collected from the users of the Group’s online platforms for the virtual items sold. The Group recognises the related revenue on a gross or net basis depending on whether the Group is acting as a principal or an agent in the transaction based on the assessment according to the criteria stated in (e) below.

The Group adopts different revenue recognition methods based on its specific responsibilities/obligations in different VAS offerings.

**(b) Marketing Services**

Marketing Services revenues mainly include revenues derived from sales of advertising inventories from various platforms of the Group.

Advertising mainly includes display-based advertising that is display of advertisements for an agreed period of time, and performance-based advertising that is based on actual performance measurement, such as number of impression, view or click.

Revenue is recognised either ratably over the agreed period of display, or when the performance is fulfilled, such as impression, view or click. Where a contract includes multiple performance obligations, the Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis, which is determined based on the prices charged to or expected to be recovered from customers.

---

# Notes to the Consolidated Financial Statements
### For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.22 Revenue recognition (continued)

**(c) FinTech and Business Services**

FinTech and Business Services revenues mainly include revenues derived from the provision of FinTech services and cloud services.

FinTech service revenues include commissions from payment transactions, wealth management services and other FinTech services, where the commissions received by the Group are generally determined as a percentage of the value of each single transaction or periodic retention amount. Revenue from these commissions is recognised at a point in time when the Group satisfies its performance obligations by rendering the relevant services.

Cloud services revenues mainly include revenues derived from the provision of cloud services to customers based on the subscription for a period of time or consumption of cloud resources. For cloud service contracts based on subscription for a specified service period, revenue is recognised ratably over the subscribed period as the services are delivered to customers. For cloud service provided on a consumption basis, revenue is recognised based on the customer utilisation of the cloud resources. When a cloud-based service contract includes multiple performance obligations, the Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis, which is determined based on the prices charged to or expected to be recovered from customers.

**(d) Other revenues**

The Group’s other revenues are primarily derived from investments in, production of and distribution of, films and television programmes, copyrights licensing, merchandise sales and various other activities. The Group recognises other revenues as the respective services are rendered, or when the control of the products is transferred to customers.

**(e) Principal and agent consideration**

The Group reports revenue on a gross or net basis depending on whether the Group is acting as a principal or an agent in a transaction. The Group is a principal if it controls the specified product or service before that product or service is transferred to a customer or it has a right to direct others to provide the product or service to the customer on the Group’s behalf. Indicators that the Group is a principal include but are not limited to: (i) the Group is the primary obligor in the arrangement; (ii) has latitude in establishing the selling price; (iii) has discretion in supplier selection; (iv) changes the product or performs part of the service; and (v) has involvement in the determination of product or service specifications.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.22 Revenue recognition (continued)

**(f) Deferred revenue, contract liabilities and contract costs**

The Group’s deferred revenue includes contract liabilities and refundable advance payments in certain businesses. A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. The Group’s contract liabilities mainly comprise unamortised virtual items, prepaid subscription fees, prepaid tokens or cards, Internet traffic and other support to be offered to certain investee companies in the future periods measured at their fair value on the inception dates, and customer loyalty incentives (Note 6(c)), which are presented as “Deferred revenue” in the consolidated statement of financial position.

Contract costs include incremental costs of obtaining a contract and costs to fulfil a contract with a customer. The contract costs are amortised using a method which is consistent with the pattern of recognition of the respective revenues. The Group has applied the practical expedient to recognise the contract cost relating to obtaining a contract as an expense when incurred, if otherwise the amortisation period is one year or less.

### 2.23 Government grants/subsidies

Grants/subsidies from government are recognised at their fair values where there is a reasonable assurance that the grants/subsidies will be received and the Group will comply with all attached conditions.

Under these circumstances, the grants/subsidies are recognised as income or deducted in reporting the associated costs and expenses which the grants/subsidies are intended to compensate.

### 2.24 Leases

The Group leases land (Note 2.7), various buildings, computer and other operating equipment and others. Leases other than land lease are typically made for fixed periods of not longer than 10 years. Lease agreements are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes. A lease is recognised as a right-of-use asset and a corresponding liability at the date the leased asset is made available for use by the Group. A right-of-use asset arising from land lease is presented as “Land use rights”.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.24 Leases (continued)

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

- fixed payments (including in-substance fixed payments), less any lease incentives receivable;
- variable lease payments that are based on an index or a rate;
- amounts expected to be payable by the lessee under residual value guarantees;
- the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
- payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

- where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third-party financing was received;
- uses a build-up approach that starts with a risk-free rate adjusted for credit risk for leases held by the lessee, which does not have recent third-party financing; and
- makes adjustments specific to the lease, e.g., term, country, currency and security.

If a readily observable amortising loan rate is available to the individual lessee (through recent financing or market data) which has a similar payment profile to the lease, then the Group entity uses that rate as a starting point to determine the incremental borrowing rate.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.24 Leases (continued)

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability;
- any lease payments made at or before the commencement date less any lease incentives received;
- any initial direct costs; and
- restoration costs.

A right-of-use asset is generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.

Payments associated with short-term leases are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less without a purchase option.

### 2.25 Dividends distribution

Dividends distribution to the Company’s shareholders is recognised as a liability in the Group’s and the Company’s financial statements in the period in which the dividend is approved by the Company’s shareholders or Board where appropriate and no longer at the discretion of the Group.

In respect of a dividend by way of distribution of non-cash assets, the liability to distribute the non-cash assets as a dividend is measured at the fair value of the assets to be distributed on the declaration date. At the end of the reporting period and at the date of settlement, the Group reviews and adjusts the carrying amount of the dividend liability, and any subsequent change in the fair value of the dividend liability is recognised in equity as an adjustment to the amount of the dividend distribution. Upon settlement, the difference between the carrying amount of the dividend liability which is also the fair value of the assets distributed, and the carrying amount of the assets distributed, if any, is recognised in profit or loss.

The non-cash assets to be distributed are presented as “Assets held for distribution” in the consolidated statement of financial position.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

### 2.26 Research and development expenses

Research expenditure is recognised as an expense as incurred.

Costs incurred on development projects (relating to the design and testing of new or improved products) are capitalised when capitalisation criteria are fulfilled. Tests for impairment on the capitalised development costs are performed at least annually. Other development expenditures that do not meet those criteria are recognised as expenses as incurred. Development costs previously recognised as expenses are not recognised as assets in subsequent periods.

## 3 SUMMARY OF OTHER ACCOUNTING POLICIES

### 3.1 Inventories

Inventories, mainly consisting of merchandise for sale, are primarily accounted for using the weighted average cost method and are stated at the lower of cost and net realisable value.

### 3.2 Investment properties

Investment properties are held for long-term rental yields and are not occupied by the Group. Investment properties are carried at historical costs less accumulated depreciation and accumulated impairment losses. Historical costs include expenditures that are directly attributable to the acquisition of the items.

Depreciation of investment properties is calculated using the straight-line method to allocate their costs net of their residual values over their estimated useful lives which generally range from 20 to 50 years. Investment properties' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Investment properties' carrying amounts are written down immediately to their recoverable amounts if their carrying amounts are greater than their estimated recoverable amounts (Note 2.9).

### 3.3 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are recognised in equity as a deduction from the proceeds.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 3 SUMMARY OF OTHER ACCOUNTING POLICIES (continued)

### 3.4 Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount is reported in the consolidated statement of financial position only when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the assets and settle the liabilities simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in certain circumstances, such as default, insolvency, bankruptcy or the termination of a contract.

### 3.5 Interest income

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets, the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance). Interest income is presented as "Interest income" where it is mainly earned from financial assets that are held for cash management purposes.

### 3.6 Dividend income

Dividends received from FVPL and FVOCI are recognised in "Net gains/(losses) from investments and others" in the consolidated income statement when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits, unless the dividend clearly represents a recovery of part of the cost of an investment. In this case, the dividend is recognised in other comprehensive income if it relates to an investment measured at FVOCI.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

# 4 FINANCIAL RISK MANAGEMENT

## 4.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise the potential adverse effects on the financial performance of the Group. Risk management is carried out by the management of the Group.

### (a) Market risk

#### (i) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to HKD, USD and EUR. Foreign exchange risk arises when future commercial transactions or recognised assets and liabilities are denominated in a currency that is not the respective functional currency of the Group’s subsidiaries. The functional currency of the Company and the majority of its overseas subsidiaries is USD whereas the functional currency of the subsidiaries which operate in Chinese Mainland is RMB.

The Group manages its foreign exchange risk by performing regular reviews of the Group’s net foreign exchange exposures.

As at 31 December 2025, the Group’s major monetary assets and liabilities exposed to foreign exchange risk are listed below:

| | USD denominated RMB’Million | Non-USD denominated RMB’Million |
| :--- | :---: | :---: |
| **As at 31 December 2025** | | |
| Monetary assets, current | 68,773 | 10,555 |
| Monetary assets, non-current | 6,601 | 1,808 |
| Monetary liabilities, current | (16,272) | (5,765) |
| Monetary liabilities, non-current | (732) | (765) |
| | **58,370** | **5,833** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

#### (a) Market risk (continued)

##### (i) Foreign exchange risk (continued)

| As at 31 December 2024 | USD denominated RMB’Million | Non-USD denominated RMB’Million |
| :--- | :---: | :---: |
| Monetary assets, current | 27,792 | 19,993 |
| Monetary assets, non-current | 18,530 | 1,517 |
| Monetary liabilities, current | (14,777) | (4,064) |
| Monetary liabilities, non-current | (2,256) | (364) |
| | **29,289** | **17,082** |

During the year ended 31 December 2025, the Group reported net exchange losses of approximately RMB1,674 million (2024: net exchange gains of RMB466 million) within “Finance costs” in the consolidated income statement.

As at 31 December 2025, management considered that any reasonable changes in foreign exchange rates of the above currencies against the two major functional currencies would not result in a significant change in the Group’s results, as the net carrying amounts of financial assets and liabilities denominated in a currency other than the respective subsidiaries’ functional currencies are considered to be not significant. Accordingly, no sensitivity analysis is presented for foreign exchange risk.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

**(a) Market risk (continued)**

**(ii) Price risk**

The Group is exposed to price risk mainly arising from investments held by the Group that are classified as at either FVPL (Note 25) or FVOCI (Note 26). To manage its price risk arising from the investments, the Group diversifies its investment portfolio. The investments are made either for strategic purposes, or for the purpose of achieving investment yield and balancing the Group's liquidity level simultaneously. Each investment is managed by management on a case by case basis.

Sensitivity analysis is performed by management to assess the exposure of the Group's financial results to price risk of FVPL and FVOCI at the end of each reporting period. If prices of the respective instruments held by the Group had been 5% (31 December 2024: 5%) higher/lower as at 31 December 2025, profit for the year would have been approximately RMB11,558 million (2024: RMB10,329 million) higher/lower as a result of gains/losses on financial instruments classified as at FVPL, other comprehensive income would have been approximately RMB17,782 million (2024: RMB15,021 million) higher/lower as a result of gains/losses on financial instruments classified as at FVOCI.

**(iii) Interest rate risk**

The Group's income and operating cash flows are substantially independent of changes in market interest rates and the Group has no significant interest-bearing assets except for loans to investees and investees' shareholders, receivables related to financial services, term deposits with initial terms of over three months, restricted cash and cash and cash equivalents, details of which have been disclosed in Notes 27, 30 and 32.

If the interest rate of term deposits with initial terms of over three months had been 50 basis points higher/lower, the profit before income tax for the year ended 31 December 2025 would have been RMB1,536 million (2024: RMB1,353 million) higher/lower. If the interest rate of cash and cash equivalents had been 50 basis points higher/lower, the profit before income tax for the year ended 31 December 2025 would have been RMB705 million (2024: RMB663 million) higher/lower.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

#### (a) Market risk (continued)

##### (iii) Interest rate risk (continued)

The Group's exposure to changes in interest rates is also attributable to its borrowings and notes payable, details of which have been disclosed in Notes 36 and 37, representing a substantial portion of the Group's debts. Borrowings and notes payable carried at floating rates expose the Group to cash flow interest-rate risk whereas those carried at fixed rates expose the Group to fair value interest-rate risk.

The Group regularly monitors its interest rate risk to identify if there are any undue exposures to significant interest rate movements and manages its cash flow interest rate risk by using interest rate swaps, whenever considered necessary.

The Group entered into certain interest rate swap contracts to hedge its exposure arising from borrowings and senior notes carried at floating rates. Under these interest rate swap contracts, the Group agreed with the counterparties to exchange, at specified intervals, the difference between contractual fixed-rate interest and benchmark floating-rate interest amounts calculated by reference to the agreed notional amounts. These interest rate swap contracts had the economic effect of converting borrowings and senior notes from floating rates to fixed rates and qualified for hedge accounting. Details of the Group's outstanding interest rate swap contracts as at 31 December 2025 are mainly disclosed in Note 28.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

**(a) Market risk (continued)**

**(iii) Interest rate risk (continued)**

The effects of the interest rate swaps on the Group's financial position and performance are as follows:

| Interest rate swaps | 2025 RMB'Million | 2024 RMB'Million |
| :--- | :---: | :---: |
| Carrying amount (current assets) | 15 | 336 |
| Carrying amount (non-current assets) | – | 120 |
| Carrying amount (non-current liabilities) | (48) | – |
| Notional amount | 8,411 | 15,455 |
| Maturity date | 2026/2/24 ~ 2030/2/20 | 2025/9/26 ~ 2026/2/24 |
| Hedge ratio | 1:1 | 1:1 |
| Losses from changes in fair value of outstanding hedging instruments since 1 January | (485) | (2,732) |
| Gains from changes in value of hedged items used to determine hedge effectiveness since 1 January | 485 | 2,732 |
| Weighted average hedged rate for the year | 1.96% | 0.64% |

Swaps currently in place covered certain floating-rate borrowings principal outstanding as at 31 December 2025.

As at 31 December 2025 and 2024, management considered that any reasonable changes in the interest rates would not result in a significant change in the Group's results as the Group's exposure to cash flow interest-rate risk arising from its borrowings and notes payable carried at floating rates, after considering the effect of hedging, is considered to be insignificant.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

#### (b) Credit risk

The Group is exposed to credit risk in relation to its cash, deposits and restricted cash placed with banks and other financial institutions, accounts receivable, other receivables, derivative financial instruments, as well as debt investments measured at amortised cost, at FVOCI and at FVPL. The carrying amount of each class of these financial assets represents the Group's maximum exposure to credit risk in relation to the corresponding class of financial assets.

The majority of the balances of accounts receivable are due from marketing services customers and agents, FinTech and cloud customers, content production related customers and third party platform providers. To manage the credit risk arising from accounts receivable, the Group has policies in place to ensure that credit terms are made to counterparties with an appropriate credit history and the management performs ongoing credit evaluations of its counterparties. The credit periods granted to these customers are disclosed in Note 31 and the credit quality of these customers is regularly assessed, which takes into account their financial position, past experience and other factors. The Group has a large number of customers and there is no significant concentration of credit risk.

Other receivables mainly comprise loan receivables related to financial services, interest receivables, loans to investees and investees' shareholders, lease deposits and other receivables. Management manages the loans by category, makes periodic assessments as well as individual assessments on the recoverability of other receivables based on historical settlement records and past experience.

Except for accounts receivable as explained in Note 4.1(b)(ii) below, for financial assets whose impairment losses are measured using ECL model, the Group assesses whether their credit risk has increased significantly since their initial recognition, and applies a three-stage impairment model to calculate their impairment allowance and recognise their ECL, as follows:

- **Stage 1**: If the credit risk has not increased significantly since its initial recognition, the financial instrument is included in stage 1.
- **Stage 2**: If the credit risk has increased significantly since its initial recognition but not yet deemed to be credit-impaired, the financial instrument is included in stage 2.
- **Stage 3**: If the financial instrument is credit-impaired, the financial instrument is included in stage 3.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

**(b) Credit risk (continued)**

The Group considers the credit risk characteristics of different financial instruments when determining if there is significant increase in credit risk. For financial instruments with or without significant increase in credit risk, lifetime or 12-month ECL are provided respectively.

The Group considers the probability of default upon initial recognition of an asset and whether there has been a significant increase in credit risk on an ongoing basis throughout its life. To assess whether there is a significant increase in credit risk, the Group compares risk of a default occurring on the asset as at year end with the risk of default as at the date of initial recognition. In particular, the following indicators are incorporated:

- internal credit rating;
- external credit rating (as far as available);
- actual or expected significant adverse changes in business, financial economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations;
- actual or expected significant changes in the operating results of the counterparty; and
- significant changes in the expected performance and behavior of the counterparty, including changes in the payment status of the counterparty.

**(i) Credit risk of cash and deposits**

To manage this risk, the Group only makes transactions with state-owned banks and other financial institutions in the PRC and reputable international banks and other financial institutions outside of the PRC, which are of high credit quality. The related ECL is expected to be close to zero.

**(ii) Credit risk of accounts receivable**

The Group applies the simplified approach to provide for ECL prescribed by IFRS 9, which requires the recognition of the lifetime expected loss provision for all accounts receivable, with reference to their expected loss rates and probability of defaults. In view of the sound financial position and collection history of receivables due from these counterparties and insignificant risk of default, to measure the ECL, accounts receivable have been grouped based on shared credit risk characteristics and the days past due.

---

# Notes to the Consolidated Financial Statements

## For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

**(b) Credit risk (continued)**

**(ii) Credit risk of accounts receivable (continued)**

The expected loss rates are based on the payment profiles of revenue over 12 months before 31 December 2025 and the corresponding historical credit losses experienced within this period or probability of a receivable progressing through successive stages of delinquency to write-off. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the Gross Domestic Product to be the most relevant factor. Various economic scenarios are considered in generating the forward-looking adjustment.

A default on accounts receivable occurs when the counterparty fails to make contractual payments after a certain period which takes into account their financial position, past experience and other factors after they fall due. To measure the ECL, accounts receivable are grouped on the basis of shared credit risk characteristics, such as industry, with the objective of facilitating recognition of loss allowance on a timely basis. Accounts receivable are written off, in whole or in part, when the Group has exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and the failure to make contractual payments for a period of greater than 3 years past due.

Impairment losses on accounts receivable are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same item.

---

# 4 FINANCIAL RISK MANAGEMENT (continued)

## 4.1 Financial risk factors (continued)

### (b) Credit risk (continued)

#### (iii) Credit risk of loan receivables related to financial services

To manage credit risk arising from loan receivables related to financial services, standardised credit management procedures are performed. The Group measures credit risk using Probability of Default (“PD”), Exposure at Default (“EAD”) and Loss Given Default (“LGD”). This is consistent with the general approach used for the purpose of measuring ECL under IFRS 9. ECL is the product of PD, EAD, and LGD.

The ECL is measured on either a 12-month or a lifetime basis depending on whether a significant increase in credit risk has occurred since initial recognition. No significant changes to estimation techniques or assumptions were made during the reporting period.

Details of the Group’s loan receivables related to financial services are included in Note 27. As at 31 December 2025, the majority of the gross carrying amount of loan receivables was classified in stage 1, and the amount of loan receivables transferred from stage 1 to stage 2 or stage 3 was immaterial (31 December 2024: immaterial). During the year ended 31 December 2025, the impairment loss resulting from loan receivables related to financial services was immaterial (2024: immaterial).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

**(c) Liquidity risk**

The Group aims to maintain sufficient cash and cash equivalents, and readily marketable securities which are classified as FVPL. Due to the dynamic nature of the underlying businesses, the Group maintains flexibility in funding by maintaining adequate balances of such.

The table below analyses the Group’s financial liabilities by relevant maturity groupings based on the remaining period since the end of the reporting period to the contractual maturity date (or the earliest date a financial liability may become payable in the absence of a fixed maturity date). The amounts disclosed in the table are the contractual undiscounted cash flows or the carrying amount of the financial assets to be delivered.

| At 31 December 2025 | Less than 1 year RMB'Million | Between 1 and 2 years RMB'Million | Between 2 and 5 years RMB'Million | Over 5 years RMB'Million | Total RMB'Million |
| :--- | :---: | :---: | :---: | :---: | :---: |
| **Non-derivatives:** | | | | | |
| Notes payable | 14,991 | 4,321 | 69,926 | 106,334 | 195,572 |
| Long-term payables | – | 2,076 | 551 | 169 | 2,796 |
| Borrowings | 49,849 | 26,038 | 193,268 | 6,412 | 275,567 |
| Lease liabilities | 5,879 | 4,465 | 8,101 | 1,789 | 20,234 |
| Other financial liabilities | 4,010 | 1,134 | 2,274 | 187 | 7,605 |
| Accounts payable, other payables and accruals | 174,288 | – | – | – | 174,288 |
| **Derivatives:** | | | | | |
| Other financial liabilities | 2 | – | 421 | – | 423 |
| | **249,019** | **38,034** | **274,541** | **114,891** | **676,485** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.1 Financial risk factors (continued)

**(c) Liquidity risk (continued)**

| | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| | RMB’Million | RMB’Million | RMB’Million | RMB’Million | RMB’Million |
| **At 31 December 2024** | | | | | |
| **Non-derivatives:** | | | | | |
| Notes payable | 13,229 | 15,103 | 50,713 | 122,293 | 201,338 |
| Long-term payables | – | 5,048 | 719 | 63 | 5,830 |
| Borrowings | 58,454 | 53,892 | 103,755 | 6,804 | 222,905 |
| Lease liabilities | 5,930 | 4,390 | 7,336 | 3,066 | 20,722 |
| Other financial liabilities | 5,708 | 492 | 1,666 | 6,267 | 14,133 |
| Accounts payable, other payables and accruals | 166,518 | – | – | – | 166,518 |
| **Derivatives:** | | | | | |
| Other financial liabilities | 1 | – | – | – | 1 |
| | **249,840** | **78,925** | **164,189** | **138,493** | **631,447** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.2 Capital risk management

The Group’s objectives in managing capital are to safeguard the Group’s ability to continue as a going concern and support the sustainable growth of the Group in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to enhance shareholders’ value in the long term.

Capital refers to equity and external debts (including borrowings and notes payable). In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, repurchase the Company’s shares or raise/repay debts.

The Group assesses its creditworthiness based on its business and financial risk profile and monitors its capital by regularly reviewing its total debt to adjusted earnings before interest, tax, depreciation and amortisation (“Adjusted EBITDA”) (Note) ratio, being the measure of the Group’s ability to pay off all of its debt which in turn reflects the Group’s financial health and liquidity position. The total debt/Adjusted EBITDA ratio calculated by dividing the total debt by Adjusted EBITDA is as follows:

| As at 31 December | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| Borrowings (Note 36) | 250,987 | 199,406 |
| Notes payable (Note 37) | 136,746 | 139,209 |
| **Total debt** | **387,733** | **338,615** |
| Adjusted EBITDA (Note) | 336,427 | 277,012 |
| **Total debt/Adjusted EBITDA ratio** | **1.15** | **1.22** |

Note:
Adjusted EBITDA represents operating profit less other gains/(losses), net, and adding back depreciation of property, plant and equipment, investment properties as well as right-of-use assets, amortisation of intangible assets and land use rights, and equity-settled share-based compensation expenses.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.3 Fair value estimation

The table below analyses the Group’s financial instruments carried at fair value as at 31 December 2025 by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorised into three levels within a fair value hierarchy as follows:

- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

| | Level 1 | Level 2 | Level 3 | Total |
| :--- | :--- | :--- | :--- | :--- |
| | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** |
| **As at 31 December 2025** | | | | |
| FVPL | 8,489 | 37,361 | 197,236 | 243,086 |
| FVOCI | 329,563 | 11,408 | 24,450 | 365,421 |
| Other financial assets | 7 | 3,510 | 304 | 3,821 |
| Other financial liabilities | – | (432) | (966) | (1,398) |
| **As at 31 December 2024** | | | | |
| FVPL | 9,290 | 11,645 | 193,632 | 214,567 |
| FVOCI | 286,866 | 4,876 | 13,963 | 305,705 |
| Other financial assets | 95 | 4,149 | 62 | 4,306 |
| Other financial liabilities | – | (631) | (1,183) | (1,814) |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.3 Fair value estimation (continued)

The fair value of financial instruments traded in active markets is determined with reference to quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are included in Level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required for evaluating the fair value of such a financial instrument are observable, the instrument is included in Level 2.

If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.

Specific valuation techniques used to value financial instruments mainly include:

- Dealer quotes for similar instruments;
- The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; and
- Other techniques, such as discounted cash flow analysis, are used to determine fair value for financial instruments.

The Group did not change any valuation techniques in determining the Level 2 and Level 3 fair values.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.3 Fair value estimation (continued)

During the year ended 31 December 2025, there was no transfer between Level 1 and Level 2 for recurring fair value measurements. Movement of Level 3 measurements are set out in the following table, which presents the changes of financial instruments in Level 3 for the years ended 31 December 2025 and 2024:

| | Financial assets 2025 RMB’Million | Financial assets 2024 RMB’Million | Financial liabilities 2025 RMB’Million | Financial liabilities 2024 RMB’Million |
| :--- | :---: | :---: | :---: | :---: |
| **Opening balance** | **207,657** | 222,232 | **(1,183)** | (2,977) |
| Additions and others | **26,703** | 19,860 | **(411)** | – |
| Business combinations | **–** | – | **–** | (29) |
| Disposals/settlements | **(5,833)** | (7,193) | **842** | 1,718 |
| Transfers (Note) | **(7,786)** | (33,011) | **–** | – |
| Changes in fair value recognised in other comprehensive income | **2,316** | (1,540) | **–** | – |
| Changes in fair value recognised in profit or loss* | **1,720** | 4,967 | **(166)** | 92 |
| Currency translation differences | **(2,787)** | 2,342 | **(48)** | 13 |
| **Closing balance** | **221,990** | 207,657 | **(966)** | (1,183) |
| *Includes unrealised (losses)/gains recognised in profit or loss attributable to balances held at the end of the reporting period | **(1,607)** | 945 | **(175)** | 112 |

**Note:**

During the years ended 31 December 2025 and 2024, transfers from Level 3 to Level 1 were mainly due to the successful IPOs of certain existing investees.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.3 Fair value estimation (continued)

**Valuation processes, inputs and relationships to fair value (Level 3)**

The Group has a team of personnel who performs valuation on these Level 3 instruments for financial reporting purposes. The team performs valuation, or necessary updates, at least once every quarter, which coincides with the Group's quarterly reporting dates. On an annual basis, the team adopts various valuation techniques to determine the fair value of the Group's Level 3 instruments. External valuation experts may also be involved and consulted when it is necessary.

The components of the Level 3 instruments mainly include investments in unlisted companies classified as FVPL or FVOCI, other financial assets, and other financial liabilities. Other financial liabilities included in Level 3 instruments mainly include contingent consideration payables related to certain business combinations. As these investments and instruments are not traded in an active market, the majority of their fair values have been determined using applicable valuation techniques including comparable companies approach, comparable transactions approach, option pricing approach and others. These valuation approaches require significant judgments, assumptions and inputs, including risk-free rates, expected volatility, and market information of recent transactions (such as recent fund-raising transactions undertaken by the investees), etc.

The quantitative information about the significant unobservable inputs used in Level 3 fair value measurements of investments in unlisted companies comprises:

| Description | Fair value as at 31 December 2025 (RMB'Million) | Fair value as at 31 December 2024 (RMB'Million) | Significant unobservable inputs | Range of inputs at 31 December 2025 | Range of inputs at 31 December 2024 | Relationship of unobservable inputs to fair value |
| :--- | :---: | :---: | :--- | :--- | :--- | :--- |
| Investments in unlisted companies in FVPL and FVOCI | 202,299 | 192,787 | Expected volatility | 30% ~ 82% | 32% ~ 82% | Depends on rights and restrictions of shares held by the Group |
| | | | Risk-free rate | 0.10% ~ 4.88% | 0.04% ~ 6.64% | |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 4 FINANCIAL RISK MANAGEMENT (continued)

### 4.3 Fair value estimation (continued)

For the fair value of the Group’s investments in unlisted companies, the sensitivity analysis on price risk is performed by management, see Note 4.1(a)(ii) for details.

For the fair value of contingent consideration payables related to business combinations, management considered that any reasonable changes in the growth rate of net profit or expected volatility would not result in a significant change in the Group’s results for the years ended 31 December 2025 and 2024.

## 5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The Group makes estimates and judgments concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and judgments that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below:

### (a) The estimates of the expected user lifetime related to in-game permanent virtual items provided on the Group’s online platforms

As mentioned in Note 2.22(a), the end users purchase certain in-game permanent virtual items provided on the Group’s online platforms and the relevant gross receipts are deferred and amortised over the estimated expected user lifetime.

Significant judgments are required in determining the expected user lifetime, including but not limited to historical users’ consumption patterns, churn rates, game life-cycles, and qualitative factors such as responsiveness to marketing activities and the Group’s marketing strategy. The Group has adopted a policy of reassessing the expected user lifetime on a regular basis and whenever there is any indicator of a change in the estimates of the expected user lifetime.

The Group will continue to monitor estimates of the expected user lifetime on a regular basis. There may be changes in estimate which may result in gross receipts being amortised and revenue recognised over a different period from before.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

### (b) Recoverability of non-financial assets

Goodwill and other non-financial assets, mainly including property, plant and equipment, construction in progress, other intangible assets, investment properties, land use rights, right-of-use assets as well as investments in associates and joint ventures are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be fully recoverable. In addition, the Group performs impairment tests on goodwill and other intangible assets that have an indefinite life or are not yet available for use at least annually regardless of whether there are indicators of impairment. The recoverable amounts are determined based on value-in-use calculations or fair value less costs of disposal. These calculations require the use of judgments and estimates.

Judgment is required to identify any impairment indicators existing for any of the Group’s goodwill and other non-financial assets, to determine appropriate impairment approaches, i.e., fair value less costs of disposal or value in use, for impairment testing purposes, and to select key assumptions applied in the adopted valuation models, including discounted cash flows and market approach. Changes in the assumptions selected by management in assessing impairment could materially affect the result of the impairment test and in turn affect the Group’s financial condition and results of operations. If there is a significant adverse change in the key assumptions applied, it may be necessary to take additional impairment charge to the consolidated income statement.

### (c) Fair value measurement of FVPL and FVOCI

The fair value assessment of FVPL and FVOCI that are measured at Level 3 fair value hierarchy requires significant estimates, which include risk-free rates, expected volatility, liquidity discounts adopted for lack of marketability, market information of recent transactions (such as recent fund-raising transactions undertaken by the investees) and other assumptions. Changes in these assumptions and estimates could materially affect the respective fair value measurement of these investments.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

### (d) Share-based compensation arrangements

As mentioned in Note 2.20(e), the Group has granted share options to its employees and other qualifying participants. The directors have adopted the Binomial Model to determine the total grant-date fair value of share options granted, which is to be expensed over the respective vesting periods. Significant estimates and judgment on key parameters, such as risk-free rates, dividend yield and expected volatility, are required to be made by the directors based on historical experience and other relevant factors in applying the Binomial Model (Note 35). These estimates and judgments could materially affect the grant-date fair value of these options granted.

The grant-date fair value of share options granted to employees and other qualifying participants determined using the Binomial Model was approximately HKD1,284 million (equivalent to approximately RMB1,184 million) during the year ended 31 December 2025 (2024: approximately HKD1,218 million (equivalent to approximately RMB1,106 million)).

The Group has to estimate the expected yearly percentage of grantees that will stay within the Group at the end of vesting periods of the share options and awarded shares (the “Expected Retention Rate”) in order to determine the amount of share-based compensation expenses charged to the consolidated income statement. Where the final or revised Expected Retention Rate is different from the prior estimates, such differences will impact the share-based compensation expenses in subsequent periods. As at 31 December 2025, the Expected Retention Rate of the Group’s wholly-owned subsidiaries was assessed to be not lower than approximately 88% (31 December 2024: not lower than approximately 88%).

### (e) Income taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. Where the final tax outcome is different from the amounts that were previously recorded, such differences will impact current income tax and deferred income tax in the period in which such outcome is decided.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued)

### (f) Scope of consolidation

Consolidation of an investee is permitted only if control exists. The Group controls an investee when it has all the following: (i) power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of the Group’s returns. Power results from rights that can be straightforward through voting rights or complicated from contractual arrangements. Variable returns normally encompass financial benefits and risks, but in certain cases, they also include operational values specific to the Group. These three factors are not considered in isolation by the Group in its assessment of control over an investee. Where the factors of control are not apparent, significant judgment is applied in the assessment, which is based on a holistic analysis of all of the relevant facts and circumstances.

The Group is required to reassess whether it controls an investee if facts and circumstances indicate a change to one or more of the three factors of control.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

# 6 SEGMENT INFORMATION AND REVENUES

## (a) Description of segments and principal activities

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers.

The chief operating decision-makers mainly include chief executive officer and president of the Company. They review the Group's internal reporting in order to assess performance, allocate resources, and determine the operating segments based on these reports.

The Group has the following reportable segments for the years ended 31 December 2025 and 2024:

- VAS;
- Marketing Services;
- FinTech and Business Services; and
- Others.

The “Others” business segment consists of the financials of investment in, production of and distribution of, films and television programmes for third parties, copyrights licensing, merchandise sales and various other activities.

The chief operating decision-makers assess the performance of the operating segments mainly based on segment revenues and gross profit of each operating segment. Revenues and cost of revenues are directly attributable to our operating segments, whereas other income and expenses, such as selling and marketing expenses, general and administrative expenses, interest income and finance costs (net), are managed centrally at group level due to the coherent nature of our businesses; therefore, they are not included in the measure of the operating segments’ performance. Other gains/losses (net), net gains/(losses) from investments and others, share of profit/loss of associates and joint ventures (net) and income tax expense are not allocated to individual operating segment either.

There were no material inter-segment sales during the years ended 31 December 2025 and 2024. The revenues from external customers reported to the chief operating decision-makers are measured in a manner consistent with that applied in the consolidated income statement.

Other information, together with the segment information, provided to the chief operating decision-makers, is measured in a manner consistent with that applied in these consolidated financial statements. There was no segment assets or segment liabilities information provided to the chief operating decision-makers.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 6 SEGMENT INFORMATION AND REVENUES (continued)

### (a) Description of segments and principal activities (continued)

The segment information provided to the chief operating decision-makers for the reportable segments for the years ended 31 December 2025 and 2024 is as follows:

**Year ended 31 December 2025**

| RMB'Million | VAS | Marketing Services | FinTech and Business Services | Others | Total |
| :--- | :---: | :---: | :---: | :---: | :---: |
| Segment revenues | 369,281 | 144,973 | 229,435 | 8,077 | 751,766 |
| Gross profit | 222,296 | 83,389 | 116,616 | 292 | 422,593 |
| **Cost of revenues** | | | | | |
| Depreciation | 5,671 | 7,935 | 7,299 | 755 | 21,660 |
| Amortisation | 18,578 | 9,070 | 140 | 2,284 | 30,072 |

**Year ended 31 December 2024**

| RMB'Million | VAS | Marketing Services | FinTech and Business Services | Others | Total |
| :--- | :---: | :---: | :---: | :---: | :---: |
| Segment revenues | 319,168 | 121,374 | 211,956 | 7,759 | 660,257 |
| Gross profit | 181,657 | 67,232 | 99,701 | 656 | 349,246 |
| **Cost of revenues** | | | | | |
| Depreciation | 5,242 | 6,792 | 7,773 | 55 | 19,862 |
| Amortisation | 16,270 | 7,327 | 152 | 2,243 | 25,992 |

The reconciliation of gross profit to profit before income tax is shown in the consolidated income statement.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 6 SEGMENT INFORMATION AND REVENUES (continued)

### (a) Description of segments and principal activities (continued)

The Company is domiciled in the Cayman Islands while the Group mainly operates its businesses in Chinese Mainland. For the years ended 31 December 2025 and 2024, breakdown of the total revenues by geographical location is as follows:

| Revenues | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| – Chinese Mainland | 662,119 | 595,458 |
| – Others | 89,647 | 64,799 |
| **Total** | **751,766** | **660,257** |

The Group also conducts operations in Europe, North America and other regions, and holds investments (including investments in associates, investments in joint ventures, FVPL and FVOCI) in various territories. The geographical information of the total assets is as follows:

**As at 31 December**

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| **Operating and other assets** | | |
| – Chinese Mainland | 594,089 | 559,333 |
| – Others | 487,678 | 403,975 |
| **Investments** | | |
| – Chinese Mainland and Hong Kong | 493,026 | 429,551 |
| – North America | 129,984 | 111,077 |
| – Asia excluding Chinese Mainland and Hong Kong | 178,984 | 157,858 |
| – Europe | 129,426 | 98,791 |
| – Others | 25,799 | 20,410 |
| **Total** | **2,038,986** | **1,780,995** |

As at 31 December 2025, the total non-current assets other than financial instruments and deferred income tax assets located in Chinese Mainland and other regions amounted to RMB527,430 million (31 December 2024: RMB432,348 million) and RMB242,347 million (31 December 2024: RMB230,108 million), respectively.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 6 SEGMENT INFORMATION AND REVENUES (continued)

### (a) Description of segments and principal activities (continued)

All the revenues derived from any single external customer were less than 10% of the Group’s total revenues during the years ended 31 December 2025 and 2024.

### (b) Disaggregation of revenues

In the following table, revenues of the Group are disaggregated by revenue sources. The table also includes a reconciliation to the segment information (Note 6(a)).

| Revenues | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| – VAS | 369,281 | 319,168 |
| &nbsp;&nbsp;&nbsp;&nbsp;Games | 241,532 | 197,712 |
| &nbsp;&nbsp;&nbsp;&nbsp;Social networks | 127,749 | 121,456 |
| – Marketing Services | 144,973 | 121,374 |
| – FinTech and Business Services | 229,435 | 211,956 |
| – Others | 8,077 | 7,759 |
| | **751,766** | **660,257** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 6 SEGMENT INFORMATION AND REVENUES (continued)

### (c) Assets and liabilities related to contracts with customers

The Group has recognised the following liabilities related to contracts with customers under "Deferred revenue":

| | As at 31 December 2025 | As at 31 December 2024 |
| :--- | :--- | :--- |
| | **RMB'Million** | **RMB'Million** |
| **Contract liabilities:** | | |
| VAS | 83,606 | 78,784 |
| Marketing Services | 1,407 | 833 |
| FinTech and Business Services | 9,240 | 7,722 |
| Others | 216 | 213 |
| **Total** | **94,469** | **87,552** |

**Note:**

(i) **Contract liabilities**

Contract liabilities mainly comprised unamortised virtual items, prepaid subscription fees, prepaid tokens or cards, Internet traffic and other support to be offered to certain investee companies in the future periods measured at their fair value on the inception dates, and customer loyalty incentives.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

# 6 SEGMENT INFORMATION AND REVENUES (continued)

## (c) Assets and liabilities related to contracts with customers (continued)

Note: (continued)

### (ii) Revenue recognised in relation to contract liabilities

The following table shows the extent of the revenue recognised in the current reporting period which relates to carried-forward contract liabilities:

| Revenue recognised that was included in the contract liabilities balance at the beginning of the year: | 2025 RMB'Million | 2024 RMB'Million |
| :--- | :--- | :--- |
| VAS | 77,216 | 60,185 |
| Marketing Services | 650 | 1,107 |
| FinTech and Business Services | 7,023 | 6,055 |
| Others | 191 | 147 |
| **Total** | **85,080** | **67,494** |

As at 31 December 2025 and 2024, contract assets and total capitalised contract costs to obtain or fulfil contracts with customers were immaterial.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 7 EXPENSES BY NATURE

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| Transaction costs (Note (a)) | 136,382 | 134,954 |
| Employee benefits expenses (Note (b) and Note 14) | 130,699 | 112,826 |
| Content costs (excluding amortisation of intangible assets) | 69,595 | 68,581 |
| Amortisation of intangible assets (Note (c) and Note 21) | 33,042 | 28,765 |
| Depreciation of property, plant and equipment, investment properties and right-of-use assets | 32,799 | 27,332 |
| Bandwidth and server custody fees (excluding depreciation of right-of-use assets) | 31,961 | 26,419 |
| Promotion and advertising expenses | 30,572 | 25,062 |
| Auditor’s remuneration | | |
| – Audit and audit-related services | 172 | 161 |
| – Non-audit services | 58 | 53 |
| – Tax advisory | 37 | 32 |
| – Due diligence service | 5 | 2 |
| – Other services | 16 | 19 |

**Note:**

(a) Transaction costs primarily consist of bank handling fees, channel and distribution costs.

(b) During the year ended 31 December 2025, the Group had incurred expenses for the purpose of R&D of approximately RMB85,747 million (2024: RMB70,686 million), which mainly comprised employee benefits expenses of approximately RMB63,620 million (2024: RMB56,061 million).

No significant development expenditures had been capitalised for the years ended 31 December 2025 and 2024.

During the year ended 31 December 2025, employee benefits expenses included share-based compensation expenses of approximately RMB31,859 million (2024: RMB23,424 million), which contained those incurred for employees related to the Group’s SSV & CPP initiatives of approximately RMB68 million (2024: RMB60 million).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 7 EXPENSES BY NATURE (continued)

**Note: (continued)**

(c) Amortisation charges of intangible assets are mainly in respect of media content including long-form video and music content, game licences, and other content. During the year ended 31 December 2025, amortisation of media content was approximately RMB30,323 million (2024: RMB26,166 million).

During the year ended 31 December 2025, amortisation of intangible assets included amortisation of intangible assets arising from acquisitions of approximately RMB6,345 million (2024: RMB5,294 million).

(d) During the year ended 31 December 2025, expenses incurred which were related to the Group’s SSV & CPP initiatives (excluding share-based compensation expenses) were approximately RMB890 million (2024: RMB991 million).

## 8 OTHER GAINS/(LOSSES), NET

| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’Million** | **RMB’Million** |
| Subsidies and tax rebates | 4,028 | 8,689 |
| Others | (7,205) | (687) |
| | **(3,177)** | **8,002** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 9 NET GAINS/(LOSSES) FROM INVESTMENTS AND OTHERS

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| Net gains on disposals and deemed disposals of investee companies (Note (a)) | 4,942 | 12,810 |
| Net fair value gains on FVPL (Note (b) and Note 25) | 1,907 | 3,533 |
| Other net fair value gains/(losses) (Note (c)) | 828 | (892) |
| Impairment reversals/(provisions) for investments in associates (Note 22(c)) | 3,427 | (8,250) |
| Impairment reversals/(provisions) for investments in joint ventures and others | 1,475 | (170) |
| Impairment provisions for goodwill and other intangible assets arising from acquisitions (Note 21) | (2,122) | (1,369) |
| Donations (Note (d)) | (2,260) | (2,003) |
| Dividend income | 1,797 | 715 |
| Others | 174 | (187) |
| | **10,168** | **4,187** |

### Note:

(a) The net disposal and deemed disposal gains of approximately RMB4,942 million recognised during the year ended 31 December 2025 (2024: RMB12,810 million) comprised the following:

- aggregate net gains of approximately RMB1,953 million (2024: RMB2,370 million) on disposals and partial disposals of investee companies of the Group;
- aggregate net gains of approximately RMB2,983 million (2024: RMB6,781 million) on deemed disposals of investee companies of the Group; and
- aggregate net gains of approximately RMB6 million (2024: RMB3,659 million) (Note 22) on dilution of the Group’s equity interests in certain associates due to new equity interests issued by these associates.

(b) During the year ended 31 December 2025, the net fair value gains on FVPL mainly comprised net gains of approximately RMB1,076 million as a result of changes in valuations of certain investee companies (2024: RMB2,988 million).

(c) During the year ended 31 December 2025, the other net fair value gains/(losses) mainly included net gains of approximately RMB917 million on other investment-related financial assets and liabilities (2024: net losses of approximately RMB912 million).

(d) During the year ended 31 December 2025, donations mainly included approximately RMB1,680 million for SSV & CPP initiatives of the Group (2024: RMB1,579 million).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 10 INTEREST INCOME
Interest income mainly represents interest income from bank deposits, including bank balances and term deposits.

## 11 FINANCE COSTS

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| Interest and related expenses | 13,456 | 12,447 |
| Exchange losses/(gains), net | 1,674 | (466) |
| | **15,130** | **11,981** |

Interest and related expenses mainly arose from borrowings, notes payable and lease liabilities as disclosed in Notes 36, 37 and 19, respectively.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

# 12 TAXATION

## (a) Income tax expense

Income tax expense is recognised based on management’s best knowledge of the income tax rates expected to be applicable for the financial year.

### (i) Cayman Islands and British Virgin Islands corporate income tax

The Group was not subject to any taxation in the Cayman Islands and the British Virgin Islands for the years ended 31 December 2025 and 2024.

### (ii) Hong Kong profits tax

Hong Kong profits tax had been provided for at the rate of 16.5% on the estimated assessable profits for the years ended 31 December 2025 and 2024.

### (iii) PRC CIT

PRC CIT had been provided for at applicable tax rates under the relevant laws and regulations of the PRC after considering the available preferential tax benefits from refunds and allowances, and on the estimated assessable profits of entities within the Group established in Chinese Mainland for the years ended 31 December 2025 and 2024. The general PRC CIT rate was 25% for the years ended 31 December 2025 and 2024.

Certain subsidiaries of the Company in Chinese Mainland were approved as High and New Technology Enterprise, and they were subject to a preferential corporate income tax rate of 15% for the years ended 31 December 2025 and 2024.

In addition, certain subsidiaries of the Company were entitled to other tax concessions, mainly including the preferential tax rate of 15% applicable to some subsidiaries located in certain areas of Chinese Mainland upon fulfilment of certain requirements of the respective local governments.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 12 TAXATION (continued)

### (a) Income tax expense (continued)

(iv) **Corporate income tax in other jurisdictions**

Income tax on profits arising from other jurisdictions, including the North America, Europe, Asia and South America, had been calculated on the estimated assessable profits for the year at the respective rates prevailing in the relevant jurisdictions, which were not higher than 39%.

(v) **Withholding tax**

According to applicable tax laws and regulations prevailing in Chinese Mainland, dividends distributed by a company established in Chinese Mainland to a foreign investor with respect to profit derived after 1 January 2008 are generally subject to a 10% withholding tax. If a foreign investor is incorporated in Hong Kong, under the double taxation arrangement between Chinese Mainland and Hong Kong, the relevant withholding tax rate applicable to such foreign investor will be reduced from 10% to 5% subject to the fulfilment of certain conditions.

Dividends distributed from certain jurisdictions which the Group’s entities operate in are also subject to withholding tax at respective applicable tax rates.

The income tax expense of the Group is analysed as follows:

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| Current income tax | 39,535 | 34,903 |
| Deferred income tax (Note 29) | 7,913 | 10,115 |
| | **47,448** | **45,018** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 12 TAXATION (continued)

### (a) Income tax expense (continued)

For the year ended 31 December 2025, the taxation on the Group's profit before income tax differs from the theoretical amount that would arise using the tax rate of 25% (2024: 25%), being the general tax rate of the major subsidiaries of the Group before enjoying preferential tax treatments, as follows:

| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB'Million** | **RMB'Million** |
| Profit before income tax | 277,249 | 241,485 |
| Share of (profit)/loss of associates and joint ventures, net | (23,740) | (25,176) |
| | **253,509** | **216,309** |
| Tax calculated at a tax rate of 25% | 63,377 | 54,077 |
| Effects of different tax rates applicable to different subsidiaries of the Group | (26,725) | (22,341) |
| Effects of tax holiday and preferential tax benefits on assessable profits of subsidiaries incorporated in Chinese Mainland | (3,768) | (5,806) |
| Income not subject to tax | (1,865) | (146) |
| Expenses not deductible for tax purposes | 3,187 | 2,626 |
| Withholding tax on earnings expected to be remitted by subsidiaries (Note 29) | 6,471 | 10,226 |
| Unrecognised deferred income tax assets | 6,778 | 6,434 |
| Others | (7) | (52) |
| **Income tax expense** | **47,448** | **45,018** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 12 TAXATION (continued)

### (b) Value-added tax and other taxes

The operations of the Group are also mainly subject to the following taxes in the PRC:

| Category | Tax rate | Basis of levy |
| :--- | :--- | :--- |
| Value-added tax (“VAT”) | 6 ~ 13% | Sales value of goods sold and services fee income, offset by VAT on purchases |
| Cultural construction fee | 3% (Note) | Taxable advertising income |
| City construction tax | 7% | Net VAT payable amount |
| Educational surcharges | 5% | Net VAT payable amount |

**Note:**
The rate of cultural construction fee has been reduced by 50% in certain regions during 1 July 2019 to 31 December 2027, and this fee was fully exempted during the period from 1 January 2020 to 31 December 2021.

### (c) OECD Pillar Two model rules

The Organisation for Economic Co-operation and Development (“OECD”) published Pillar Two model rules in December 2021, with the effect that a jurisdiction may enact domestic tax laws (“Pillar Two legislation”) to implement the Pillar Two model rules on a globally agreed common approach. Pillar Two legislation applies to a member of a multinational group within the scope of the Pillar Two model rules, which the Group fell into. It imposes a top-up tax on profits arising in a jurisdiction whenever the effective tax rate determined by the Pillar Two model rules on a jurisdictional basis is below a minimum rate of 15%.

The Group has reviewed its corporate structure in light of the introduction of Pillar Two model rules in various jurisdictions and engaged external tax specialists in assisting the Group to continuously assess its tax exposure. The ongoing assessment of the Group takes into account the latest country-by-country reports or financial information for the Group’s consolidated financial statements for the year ended 31 December 2025.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 12 TAXATION (continued)

### (c) OECD Pillar Two model rules (continued)

The Group mainly operates in Chinese Mainland and Hong Kong. Pillar Two legislation has been effective in Hong Kong since 1 January 2025 and the current tax exposure for the year ended 31 December 2025 is immaterial. While Pillar Two legislation is not yet enacted or substantively enacted in Chinese Mainland as at 31 December 2025, it is estimated that the Group’s income tax would not be materially different had such legislation been in effect for the year ended 31 December 2025.

The Group will continue assessing the Pillar Two tax exposure and the impacts on its consolidated financial statements accordingly.

## 13 EARNINGS PER SHARE

### (a) Basic

Basic EPS is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue (excluding shares held for share award schemes and treasury shares) during the year.

| | 2025 | 2024 |
| :--- | :---: | :---: |
| Profit attributable to equity holders of the Company (RMB’Million) | **224,842** | 194,073 |
| Weighted average number of ordinary shares in issue excluding shares held for share award schemes and treasury shares (million shares) | **9,085** | 9,269 |
| Basic EPS (RMB per share) | **24.749** | 20.938 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 13 EARNINGS PER SHARE (continued)

### (b) Diluted

The share options and awarded shares granted by the Company have potential dilutive effect on the EPS. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding by the assumption of the conversion of all potential dilutive ordinary shares arising from share options and awarded shares granted by the Company (collectively forming the denominator for computing the diluted EPS), which is determined under the treasury stock method.

In addition, the profit attributable to equity holders of the Company (numerator) has been adjusted by the effect of the share-based awards granted by the Company’s non wholly-owned subsidiaries and associates, excluding those which have anti-dilutive effect on the Group’s diluted EPS.

| | 2025 | 2024 |
| :--- | :--- | :--- |
| Profit attributable to equity holders of the Company (RMB’Million) | **224,842** | 194,073 |
| Dilution effect arising from share-based awards granted by non wholly-owned subsidiaries and associates (RMB’Million) | **(1,572)** | (1,343) |
| Profit attributable to equity holders of the Company for the calculation of diluted EPS (RMB’Million) | **223,270** | 192,730 |
| Weighted average number of ordinary shares in issue excluding shares held for share award schemes and treasury shares (million shares) | **9,085** | 9,269 |
| Adjustments for share options and awarded shares (million shares) | **159** | 139 |
| Weighted average number of ordinary shares for the calculation of diluted EPS (million shares) | **9,244** | 9,408 |
| Diluted EPS (RMB per share) | **24.153** | 20.486 |

---

# Notes to the Consolidated Financial Statements

### For the year ended 31 December 2025

## 14 EMPLOYEE BENEFITS EXPENSES

| | 2025 RMB'Million | 2024 RMB'Million |
| :--- | :--- | :--- |
| Wages, salaries and bonuses | 82,101 | 74,419 |
| Share-based compensation expenses | 31,859 | 23,424 |
| Contributions to pension plans (Note) | 8,319 | 7,783 |
| Welfare, medical and other expenses (Note) | 8,295 | 7,083 |
| Training expenses | 125 | 117 |
| **Total** | **130,699** | **112,826** |

**Note:**

The majority of the Group’s contributions to pension plans are related to the local employees in Chinese Mainland. All local employees of the subsidiaries in Chinese Mainland participate in employee social security plans established in Chinese Mainland, which cover pension, medical and other welfare benefits. The plans are organised and administered by the governmental authorities. Except for the contributions made to these social security plans, the Group has no other material commitments owing to the employees. According to the relevant regulations, the portion of premium and welfare benefit contributions that should be borne by the companies within the Group as required by the above social security plans are principally determined based on percentages of the basic salaries of employees, subject to certain ceilings imposed. These contributions are paid to the respective labour and social welfare authorities and are expensed as incurred. For the majority of entities in Chinese Mainland within the Group, the applicable rates of the social security plans for the years ended 31 December 2025 and 2024 are listed below:

| | Percentage |
| :--- | :--- |
| Pension insurance | 12.0 ~ 20.0% |
| Medical insurance | 5.0 ~ 10.0% |
| Unemployment insurance | 0.25 ~ 1.5% |
| Housing fund | 10.0 ~ 12.0% |

Effective from 1 January 2022, additional employee benefits had been provided by the Group to certain employees, including (i) commercial health insurance benefits to certain eligible employees who have completed a required period of service; and (ii) one-off retirement cash bonus upon the retirement of qualifying employees. The financial impacts relating to these additional benefits for the years ended 31 December 2025 and 2024 were not material.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 14 EMPLOYEE BENEFITS EXPENSES (continued)

### (a) Senior management’s emoluments

Senior management includes directors, chief executive officer (“CEO”), president and other senior executives. The aggregate compensation paid/payable to senior management for employee services (excluding the compensation paid/payable to the executive director and CEO of the Company, details of which have been reflected in Note 15(a)), is as follows:

| | 2025 RMB’000 | 2024 RMB’000 |
| :--- | :--- | :--- |
| Salaries, bonuses, allowances and benefits in kind | 542,012 | 674,477 |
| Contributions to pension plans | 949 | 872 |
| Share-based compensation expenses | 3,915,922 | 4,027,539 |
| **Total** | **4,458,883** | **4,702,888** |

The emoluments of the above senior management fell within the following bands:

| | Number of individuals | |
| :--- | :--- | :--- |
| **Emolument bands** | **2025** | **2024** |
| Below HKD50,000,000 | 1 | 1 |
| HKD50,000,001 ~ HKD300,000,000 | 4 | 4 |
| Above HKD300,000,000 | 7 | 7 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 14 EMPLOYEE BENEFITS EXPENSES (continued)

### (b) Five highest paid individuals

The five individuals whose emoluments were the highest in the Group did not include any director for the year ended 31 December 2025 (2024: did not include any director). All of these individuals have not received any emolument from the Group as an inducement to join the Group during the years ended 31 December 2025 and 2024. The emoluments paid/payable to the five (2024: five) individuals during the years are as follows:

| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB’000** | **RMB’000** |
| Salaries | 55,882 | 54,332 |
| Bonuses | 716,920 | 1,574,252 |
| Contributions to pension plans | 81,176 | 30,743 |
| Share-based compensation expenses (Note) | 6,738,843 | 2,886,602 |
| Allowances and benefits in kind | 372 | 339 |
| **Total** | **7,593,193** | **4,546,268** |

**Note:**
During the year ended 31 December 2025, it included a one-off share-based compensation expense amounting to approximately RMB4 billion arising from restructuring of an existing commercial arrangement at an overseas subsidiary.

The emoluments of the above five individuals (2024: five) fell within the following bands:

| | **Number of individuals** | |
| :--- | :--- | :--- |
| **Emolument bands** | **2025** | **2024** |
| HKD649,000,001 ~ HKD649,500,000 | 1 | – |
| HKD684,000,001 ~ HKD684,500,000 | – | 1 |
| HKD705,000,001 ~ HKD705,500,000 | – | 1 |
| HKD888,000,001 ~ HKD888,500,000 | 1 | – |
| HKD1,137,500,001 ~ HKD1,138,000,000 | – | 1 |
| HKD1,169,000,001 ~ HKD1,169,500,000 | – | 1 |
| HKD1,212,500,001 ~ HKD1,213,000,000 | – | 1 |
| HKD1,345,500,001 ~ HKD1,346,000,000 | 1 | – |
| HKD2,180,500,001 ~ HKD2,181,000,000 | 1 | – |
| HKD3,342,000,001 ~ HKD3,342,500,000 | 1 | – |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 15 BENEFITS AND INTERESTS OF DIRECTORS

### (a) Directors’ and the chief executive’s emoluments

The remuneration of every director and the CEO is set out below:

During the year ended 31 December 2025:

| Name of director | Fees RMB'000 | Salaries RMB'000 | Bonuses RMB'000 | Contributions to pension plans RMB'000 | Share-based compensation expenses RMB'000 | Allowances and benefits in kind (Note (i)) RMB'000 | Total RMB'000 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Ma Huateng (CEO) | 1,265 | 7,626 | 39,376 | 85 | — | 180 | 48,532 |
| Li Dong Sheng | 903 | — | — | — | 4,280 | — | 5,183 |
| Ian Charles Stone | 1,174 | — | — | — | 8,559 | — | 9,733 |
| Yang Siu Shun | 1,174 | — | — | — | 7,610 | — | 8,784 |
| Ke Yang | 903 | — | — | — | 4,280 | — | 5,183 |
| Zhang Xiulan | 903 | — | — | — | 4,083 | — | 4,986 |
| Jacobus Petrus (Koos) Bekker | — | — | — | — | — | — | — |
| Charles St Leger Searle | — | — | — | — | — | — | — |
| **Total** | **6,322** | **7,626** | **39,376** | **85** | **28,812** | **180** | **82,401** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 15 BENEFITS AND INTERESTS OF DIRECTORS (continued)

### (a) Directors’ and the chief executive’s emoluments (continued)

During the year ended 31 December 2024:

| Name of director | Fees RMB'000 | Salaries RMB'000 | Bonuses RMB'000 | Contributions to pension plans RMB'000 | Share-based compensation expenses RMB'000 | Allowances and benefits in kind RMB'000 (Note (i)) | Total RMB'000 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Ma Huateng (CEO) | 1,294 | 7,176 | 36,459 | 76 | – | 68 | 45,073 |
| Li Dong Sheng | 833 | – | – | – | 3,555 | – | 4,388 |
| Ian Charles Stone | 1,111 | – | – | – | 7,109 | – | 8,220 |
| Yang Siu Shun | 1,111 | – | – | – | 6,321 | – | 7,432 |
| Ke Yang | 833 | – | – | – | 3,522 | – | 4,355 |
| Zhang Xiulan | 833 | – | – | – | 2,992 | – | 3,825 |
| Jacobus Petrus (Koos) Bekker | – | – | – | – | – | – | – |
| Charles St Leger Searle | – | – | – | – | – | – | – |
| **Total** | **6,015** | **7,176** | **36,459** | **76** | **23,499** | **68** | **73,293** |

**Note:**

(i) Allowances and benefits in kind include leave pay, insurance premium and club membership.

(ii) During the years ended 31 December 2025 and 2024, no share options were granted to any director of the Company, while 59,280 awarded shares were granted to five independent non-executive directors of the Company (2024: 105,760 awarded shares were granted to five independent non-executive directors of the Company).

(iii) No director received any emolument from the Group as an inducement to join or leave the Group or compensation for loss of office. No director waived or has agreed to waive any emoluments during the years ended 31 December 2025 and 2024.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 15 BENEFITS AND INTERESTS OF DIRECTORS (continued)

### (b) Directors’ termination benefits
No director’s termination benefit subsisted at the end of the year or at any time during the year.

### (c) Consideration provided to third parties for making available directors’ services
No consideration provided to or receivable by third parties for making available directors’ services subsisted at the end of the year or at any time during the year.

### (d) Information about loans, quasi-loans and other dealings in favour of directors, their controlled bodies and connected entities
No loans, quasi-loans and other dealings in favour of directors, their controlled bodies corporate and connected entities subsisted at the end of the year or at any time during the year.

### (e) Directors’ material interests in transactions, arrangements or contracts
No significant transactions, arrangements and contracts in relation to the Group’s business to which the Company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.

## 16 DIVIDENDS

The final dividends amounting to HKD40,966 million (2024: HKD31,743 million) were paid during the year ended 31 December 2025.

A final dividend in respect of the year ended 31 December 2025 of HKD5.30 per share (2024: HKD4.50 per share) was proposed pursuant to a resolution passed by the Board on 18 March 2026 and subject to the approval of the shareholders at the 2026 AGM. This proposed dividend has not been reflected as dividend payable in these consolidated financial statements.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 17 PROPERTY, PLANT AND EQUIPMENT

| | Buildings | Computer and other operating equipment | Furniture and office equipment | Motor vehicles | Leasehold improvements | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** |
| **At 1 January 2025** | | | | | | |
| Cost | 27,233 | 148,784 | 3,042 | 167 | 5,363 | 184,589 |
| Accumulated depreciation and impairment | (7,382) | (91,637) | (2,237) | (108) | (3,219) | (104,583) |
| Currency translation differences | 54 | 56 | 7 | (1) | 63 | 179 |
| Net book amount | 19,905 | 57,203 | 812 | 58 | 2,207 | 80,185 |
| **Year ended 31 December 2025** | | | | | | |
| Opening net book amount | 19,905 | 57,203 | 812 | 58 | 2,207 | 80,185 |
| Business combinations | — | 5 | 2 | 1 | 19 | 27 |
| Additions and transfers | 8,227 | 87,498 | 202 | 28 | 477 | 96,432 |
| Disposals | (4) | (91) | (18) | (7) | (65) | (185) |
| Depreciation | (1,116) | (24,294) | (262) | (27) | (858) | (26,557) |
| Impairment provisions | — | (1) | (1) | — | (4) | (6) |
| Currency translation differences | 22 | (21) | (6) | — | 14 | 9 |
| Closing net book amount | 27,034 | 120,299 | 729 | 53 | 1,790 | 149,905 |
| **At 31 December 2025** | | | | | | |
| Cost | 35,320 | 231,377 | 3,006 | 152 | 5,397 | 275,252 |
| Accumulated depreciation and impairment | (8,362) | (111,113) | (2,278) | (98) | (3,684) | (125,535) |
| Currency translation differences | 76 | 35 | 1 | (1) | 77 | 188 |
| Net book amount | 27,034 | 120,299 | 729 | 53 | 1,790 | 149,905 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 17 PROPERTY, PLANT AND EQUIPMENT (continued)

| RMB’Million | Buildings | Computer and other operating equipment | Furniture and office equipment | Motor vehicles | Leasehold improvements | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **At 1 January 2024** | | | | | | |
| Cost | 22,077 | 110,811 | 3,012 | 175 | 4,319 | 140,394 |
| Accumulated depreciation and impairment | (6,582) | (76,172) | (2,052) | (110) | (2,491) | (87,407) |
| Currency translation differences | 62 | 109 | 10 | (1) | 65 | 245 |
| **Net book amount** | **15,557** | **34,748** | **970** | **64** | **1,893** | **53,232** |
| | | | | | | |
| **Year ended 31 December 2024** | | | | | | |
| Opening net book amount | 15,557 | 34,748 | 970 | 64 | 1,893 | 53,232 |
| Business combinations | — | 17 | 1 | 5 | 1 | 24 |
| Additions and transfers | 5,206 | 41,612 | 241 | 21 | 1,265 | 48,345 |
| Disposals | (1) | (106) | (32) | (3) | (55) | (197) |
| Depreciation | (849) | (19,007) | (365) | (29) | (876) | (21,126) |
| Impairment provisions | — | (8) | — | — | (19) | (27) |
| Currency translation differences | (8) | (53) | (3) | — | (2) | (66) |
| **Closing net book amount** | **19,905** | **57,203** | **812** | **58** | **2,207** | **80,185** |
| | | | | | | |
| **At 31 December 2024** | | | | | | |
| Cost | 27,233 | 148,784 | 3,042 | 167 | 5,363 | 184,589 |
| Accumulated depreciation and impairment | (7,382) | (91,637) | (2,237) | (108) | (3,219) | (104,583) |
| Currency translation differences | 54 | 56 | 7 | (1) | 63 | 179 |
| **Net book amount** | **19,905** | **57,203** | **812** | **58** | **2,207** | **80,185** |

During the year ended 31 December 2025, depreciation of RMB17,980 million (2024: RMB16,464 million) and RMB8,208 million (2024: RMB4,202 million) were charged to “Cost of revenues” and “General and administrative expenses”, respectively.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 18 LAND USE RIGHTS

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| **Opening net book amount** | **23,117** | 17,179 |
| Additions | 102 | 6,617 |
| Transfers | (139) | – |
| Disposals | (72) | – |
| Amortisation | (668) | (655) |
| Impairment provisions | – | (28) |
| Currency translation differences | (1) | 4 |
| **Closing net book amount** | **22,339** | 23,117 |

The land use rights mainly represented prepaid operating lease payments in respect of land in Chinese Mainland with remaining lease periods ranging from 23 to 50 years as at 31 December 2025.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 19 LEASES (EXCLUDING LAND USE RIGHTS)

### (a) Amounts recognised in consolidated statement of financial position

Movement of right-of-use assets (excluding land use rights, disclosed in Note 18) is analysed as follows:

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| **Opening net book amount** | **17,679** | 20,464 |
| Business combinations | 73 | 49 |
| Additions | 6,839 | 4,482 |
| Depreciation | (6,219) | (6,198) |
| Impairment provisions | (27) | (87) |
| Reduction (Note) | (948) | (1,161) |
| Currency translation differences | (30) | 130 |
| **Closing net book amount** | **17,367** | 17,679 |

**Note:**

The reduction of right-of-use assets during the years ended 31 December 2025 and 2024 mainly arose from early termination and modification of lease contracts.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 19 LEASES (EXCLUDING LAND USE RIGHTS) (continued)

### (b) Amounts recognised in consolidated income statement and consolidated statement of cash flows

The consolidated income statement included the following amounts relating to leases (excluding the amortisation of land use rights, disclosed in Note 18):

| Description | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| **Depreciation charge of right-of-use assets** | | |
| Buildings | 2,470 | 2,722 |
| Computer and other operating equipment | 3,702 | 3,442 |
| Others | 47 | 27 |
| | **6,219** | **6,191** |
| Interest expense (included in finance costs) | 808 | 879 |
| Expense relating to short-term leases not included in lease liabilities (included in cost of revenues and expenses) | 1,178 | 1,308 |
| Expense relating to variable lease payments not included in lease liabilities (included in cost of revenues and expenses) | 4,374 | 4,116 |

Some leases of computer and other operating equipment contain variable lease payments. Variable payments are used for a variety of reasons, including managing cash outflows and minimising fixed costs. Variable lease payments that depend on usage of bandwidth are recognised in profit or loss in the period in which the conditions that trigger those payments occur. Variable lease payments relating to computer and other operating equipment leases during the years ended 31 December 2025 were considered to be insignificant.

The total cash outflow in financing activities for leases during the year ended 31 December 2025 was approximately RMB7,555 million (2024: RMB7,207 million), including principal elements of lease payments of approximately RMB6,783 million (2024: RMB6,369 million) and related interest paid of approximately RMB772 million (2024: RMB838 million), respectively.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 20 CONSTRUCTION IN PROGRESS

| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| **Opening net book amount** | 12,302 | 13,583 |
| Additions | 7,228 | 7,087 |
| Transfers | (9,854) | (8,314) |
| Disposal | (6) | (58) |
| Currency translation differences | - | 4 |
| **Closing net book amount** | **9,670** | **12,302** |

As at 31 December 2025, construction in progress mainly comprised office buildings and data centres under construction located in Chinese Mainland.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 21 INTANGIBLE ASSETS

| | Goodwill RMB'Million | Computer software and technology RMB'Million | Media content RMB'Million | Trademarks RMB'Million | Others RMB'Million | Total RMB'Million |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **At 1 January 2025** | | | | | | |
| Cost | 167,769 | 17,548 | 186,754 | 15,171 | 10,182 | 397,424 |
| Accumulated amortisation and impairment | (24,368) | (11,982) | (147,061) | (7,905) | (8,557) | (199,873) |
| Currency translation differences | (1,275) | 5 | 48 | (185) | (17) | (1,424) |
| **Net book amount** | **142,126** | **5,571** | **39,741** | **7,081** | **1,608** | **196,127** |
| | | | | | | |
| **Year ended 31 December 2025** | | | | | | |
| Opening net book amount | 142,126 | 5,571 | 39,741 | 7,081 | 1,608 | 196,127 |
| Business combinations | 6,533 | 1 | 4,297 | 293 | 486 | 11,610 |
| Additions | – | 1,041 | 24,888 | – | 142 | 26,071 |
| Disposals and others | – | (1) | (559) | (1) | (24) | (585) |
| Amortisation | – | (1,049) | (30,323) | (1,143) | (527) | (33,042) |
| Impairment provisions | (1,813) | (290) | (277) | (19) | – | (2,399) |
| Currency translation differences | 6,943 | (61) | 936 | 372 | 27 | 8,217 |
| **Closing net book amount** | **153,789** | **5,212** | **38,703** | **6,583** | **1,712** | **205,999** |
| | | | | | | |
| **At 31 December 2025** | | | | | | |
| Cost | 174,302 | 17,700 | 202,933 | 15,322 | 10,283 | 420,540 |
| Accumulated amortisation and impairment | (26,181) | (12,432) | (165,214) | (8,926) | (8,581) | (221,334) |
| Currency translation differences | 5,668 | (56) | 984 | 187 | 10 | 6,793 |
| **Net book amount** | **153,789** | **5,212** | **38,703** | **6,583** | **1,712** | **205,999** |

---

# Notes to the Consolidated Financial Statements
## For the year ended 31 December 2025

## 21 INTANGIBLE ASSETS (continued)

| | Goodwill (RMB’Million) | Computer software and technology (RMB’Million) | Media content (RMB’Million) | Trademarks (RMB’Million) | Others (RMB’Million) | Total (RMB’Million) |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| **At 1 January 2024** | | | | | | |
| Cost | 146,966 | 14,935 | 167,888 | 14,591 | 10,253 | 354,633 |
| Accumulated amortisation and impairment | (23,106) | (11,031) | (130,672) | (6,960) | (8,049) | (179,818) |
| Currency translation differences | 2,360 | (11) | 541 | 33 | (11) | 2,912 |
| **Net book amount** | **126,220** | **3,893** | **37,757** | **7,664** | **2,193** | **177,727** |
| | | | | | | |
| **Year ended 31 December 2024** | | | | | | |
| Opening net book amount | 126,220 | 3,893 | 37,757 | 7,664 | 2,193 | 177,727 |
| Business combinations | 20,803 | 10 | 6,057 | 663 | 1 | 27,534 |
| Additions | — | 2,897 | 24,317 | — | 11 | 27,225 |
| Disposals and others | — | (131) | (1,627) | (1) | (78) | (1,837) |
| Amortisation | — | (1,069) | (26,166) | (1,027) | (503) | (28,765) |
| Impairment provisions | (1,262) | (45) | (104) | — | (10) | (1,421) |
| Currency translation differences | (3,635) | 16 | (493) | (218) | (6) | (4,336) |
| **Closing net book amount** | **142,126** | **5,571** | **39,741** | **7,081** | **1,608** | **196,127** |
| | | | | | | |
| **At 31 December 2024** | | | | | | |
| Cost | 167,769 | 17,548 | 186,754 | 15,171 | 10,182 | 397,424 |
| Accumulated amortisation and impairment | (24,368) | (11,982) | (147,061) | (7,905) | (8,557) | (199,873) |
| Currency translation differences | (1,275) | 5 | 48 | (185) | (17) | (1,424) |
| **Net book amount** | **142,126** | **5,571** | **39,741** | **7,081** | **1,608** | **196,127** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 21 INTANGIBLE ASSETS (continued)

During the year ended 31 December 2025, amortisation of RMB30,072 million (2024: RMB25,992 million) and RMB2,970 million (2024: RMB2,773 million) were charged to “Cost of revenues” and “General and administrative expenses”, respectively.

During the year ended 31 December 2025, impairment losses of RMB2,122 million (2024: RMB1,369 million) on goodwill and other intangible assets arising from acquisitions were charged to the consolidated income statement under “Net gains/(losses) from investments and others”, and impairment losses of RMB277 million (2024: RMB52 million) on other intangible assets were charged to “Cost of revenues”.

### Impairment tests for goodwill

As at 31 December 2025, goodwill was allocated to VAS segment with RMB151,992 million (31 December 2024: RMB138,500 million), Marketing Services segment with RMB453 million (31 December 2024: RMB464 million), FinTech and Business Services segment with RMB1,344 million (31 December 2024: RMB1,349 million) and Others segment with nil (31 December 2024: RMB1,813 million).

The Group carries out its impairment testing on goodwill by comparing the recoverable amounts of CGUs or groups of CGUs to their carrying amounts. For the purpose of goodwill impairment testing, the recoverable amount of a CGU (or group of CGUs) is the higher of its fair value less costs of disposal and its value in use.

The key assumptions used for the calculation of the recoverable amounts of the CGUs (or groups of CGUs) under impairment testing are as follows:

For goodwill attributable to the Group’s online game business within VAS segment, the recoverable amount was primarily determined using fair value less costs of disposal where the valuation of fair value was considered as Level 3 hierarchy according to the principle set out in Note 4.3. Fair value less costs of disposal was primarily determined based on ratios of EV (enterprise value) divided by EBITDA of several comparable public companies (range: 14-21x) (2024: range: 10-17x) multiplied by the EBITDA of the related CGU (or group of CGUs) and liquidity discounts for lack of marketability of a range of 10% to 20% (2024: a range of 10% to 20%). The comparable public companies were chosen based on factors such as industry similarity, company size, profitability and financial risks etc. Based on the above assessment, no impairment provisions were required (unless specified otherwise) for the year ended 31 December 2025.

Management had not identified any reasonably possible change in key assumptions that could cause carrying amounts of the above CGU (or groups of CGUs) to materially exceed their recoverable amounts.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 21 INTANGIBLE ASSETS (continued)

### Impairment tests for goodwill (continued)

For goodwill attributable to the Group’s online music business and online literature business within VAS segment, FinTech and Business Services segment and television programme and film production businesses within Others segment, the recoverable amount was primarily determined to be value in use, which was calculated using discounted cash flows. The valuations were based on five-year financial projections plus a terminal value related to cash flows beyond the projection period extrapolated at an estimated terminal growth rate of generally not more than 5% (2024: not more than 5%). Pre-tax discount rates of not more than 22% (2024: not more than 22%) were applied, which reflected assessment of time value and specific risks relating to the industries which the Group operates in. Management leveraged their experiences in the industries and provided forecast based on past performance and their anticipation of future business and market developments. Key parameters applied in the financial projections for impairment review purpose also included revenue growth rates, on a compound annual basis, of not more than 25% (2024: not more than 25%). Based on the above assessment, except for impairment provisions of RMB1.8 billion made against goodwill relating to a television programme and film production business for the year ended 31 December 2025, no impairment provisions were required.

## 22 INVESTMENTS IN ASSOCIATES

| | **As at 31 December 2025** | **As at 31 December 2024** |
| :--- | :--- | :--- |
| | **RMB’Million** | **RMB’Million** |
| **Investments in associates** | | |
| – Listed entities | 182,757 | 149,557 |
| – Unlisted entities | 159,652 | 140,786 |
| **Total** | **342,409** | **290,343** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 22 INVESTMENTS IN ASSOCIATES (continued)

Movement of investments in associates is analysed as follows:

| | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| **At beginning of the year** | **290,343** | 253,696 |
| Additions (Note (a)) | 24,757 | 3,986 |
| Transfers (Note (b)) | 4,043 | 15,271 |
| Dilution gains on deemed disposals (Note 9(a)) | 6 | 3,659 |
| Share of profit/(loss) of associates, net | 23,282 | 24,686 |
| Share of other comprehensive income of associates | 258 | (1,206) |
| Share of other changes in net assets of associates | 3,417 | 4,074 |
| Dividends | (4,250) | (2,675) |
| Disposals | (1,571) | (2,721) |
| Impairment reversals/(provisions), net (Note (c) and Note 9) | 3,427 | (8,250) |
| Currency translation differences | (1,303) | (177) |
| **At end of the year** | **342,409** | 290,343 |

Note:

(a) During the year ended 31 December 2025, the Group’s additions mainly comprised new investments and additional investments in ordinary shares of certain investee companies.

(b) During the year ended 31 December 2025, investment in an associate of approximately RMB3,576 million was transferred from FVPL due to conversion of its redeemable instruments into ordinary shares upon its IPO.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 22 INVESTMENTS IN ASSOCIATES (continued)

Note: (continued)

(c) Both external and internal sources of information of associates are considered in assessing whether there is any indicator that the investments may be impaired, including but not limited to information about financial position and business performance of the associates, and a significant or prolonged decline in the fair value of an investment below its carrying amount is also objective evidence of impairment. The Group carries out impairment assessments on those investments with impairment indicators, and the respective recoverable amounts of investments are determined with reference to the higher of fair value less costs of disposal and value in use.

In respect of the recoverable amount using value in use, the discounted cash flows calculations are based on cash flow projections estimated by management and the key assumptions adopted in these cash flow projections include revenue growth rates, terminal growth rates and discount rates. In respect of the recoverable amount based on fair value less costs of disposal, the amount is calculated with reference to their respective market prices for listed investments, or using certain key valuation assumptions including the selection of comparable companies, recent market transactions, liquidity discounts adopted for lack of marketability for unlisted investments.

During the year ended 31 December 2025, net impairment reversals of approximately RMB3,427 million (2024: net impairment provision of approximately RMB8,250 million) had been recognised for investments in associates, and the majority of these investments' recoverable amounts were determined using fair value less costs of disposal where the respective fair values had been determined according to the principle set out in Note 4.3.

---

# Notes to the Consolidated Financial Statements
## For the year ended 31 December 2025

### 22 INVESTMENTS IN ASSOCIATES (continued)

Investments in associates have been accounted for by using equity method based on the financial information of the associates prepared under the accounting policies generally consistent with those of the Group.

The Group's share of the results, the revenues, the aggregated assets (including goodwill) and liabilities of its associates, as well as the fair value of its stakes in the associates which are listed entities, are shown in aggregate as follows:

| | Assets | Liabilities | Revenues | Profit from continuing operation | Other comprehensive income | Total comprehensive income | Fair value of stakes in listed associates as at 31 December |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** |
| **2025** | | | | | | | |
| Listed entities (Note) | 326,577 | 143,820 | 150,481 | 20,823 | 79 | 20,902 | 349,313 |
| Unlisted entities | 440,496 | 280,844 | 81,272 | 2,459 | 179 | 2,638 | |
| | **767,073** | **424,664** | **231,753** | **23,282** | **258** | **23,540** | |
| **2024** | | | | | | | |
| Listed entities (Note) | 344,833 | 195,276 | 178,310 | 21,940 | (1,102) | 20,838 | 280,088 |
| Unlisted entities | 374,482 | 233,696 | 72,863 | 2,746 | (104) | 2,642 | |
| | **719,315** | **428,972** | **251,173** | **24,686** | **(1,206)** | **23,480** | |

Note:

As at 31 December 2025 and 2024, stakes in the associates which are listed entities consisted of directly and indirectly held listed equity interests.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 22 INVESTMENTS IN ASSOCIATES (continued)

Management had assessed the level of influence that the Group was able to exercise on certain associates with the respective shareholding below 20% and certain associates with shareholding over 50% (voting power below 50%), with total carrying amounts of approximately RMB233,232 million and RMB2,661 million as at 31 December 2025, respectively (31 December 2024: RMB190,114 million and RMB18,782 million, respectively). Management had determined that it had significant influence thereon through the board of directors representation or other arrangements made, but it had no control or joint control over such investees since the Group had no power to direct or jointly direct relevant activities due to other arrangements made. Consequently, these investments had been classified as associates.

There were no material contingent liabilities relating to the Group's interests in the associates.

## 23 INVESTMENTS IN JOINT VENTURES

As at 31 December 2025, the Group's investments in joint ventures of approximately RMB6,303 million (31 December 2024: RMB7,072 million) mainly comprised an investee company that is a special purpose vehicle in which the Group has a majority stake for the investment in one of the telecommunication carriers in the PRC and other joint venture initiatives in entertainment-related businesses.

Net share of profit amounting to approximately RMB458 million was recognised during the year ended 31 December 2025 (2024: RMB490 million).

During the year ended 31 December 2025, no impairment provision (2024: impairment provision of approximately RMB149 million) had been recognised against the carrying amounts of the investments in joint ventures, based on the respective assessed recoverable amounts.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 24 FINANCIAL INSTRUMENTS BY CATEGORY

As at 31 December 2025, the financial instruments of the Group are analysed as follows:

| Financial assets | As at 31 December 2025 RMB’Million | As at 31 December 2024 RMB’Million |
| :--- | :---: | :---: |
| **Financial assets at amortised cost:** | | |
| Deposits and other receivables | 68,451 | 52,601 |
| Term deposits (Note 30) | 307,103 | 270,578 |
| Accounts receivable (Note 31) | 49,930 | 48,203 |
| Cash and cash equivalents (Note 32(a)) | 141,041 | 132,519 |
| Restricted cash (Note 32(b)) | 6,977 | 3,334 |
| Other financial assets (Note 28) | 1,707 | 1,520 |
| **Financial assets at fair value:** | | |
| FVPL (Note 25) | 243,086 | 214,567 |
| FVOCI (Note 26) | 365,421 | 305,705 |
| Other financial assets (Note 28) | 3,821 | 4,306 |
| **Total** | **1,187,537** | **1,033,333** |

| Financial liabilities | As at 31 December 2025 RMB’Million | As at 31 December 2024 RMB’Million |
| :--- | :---: | :---: |
| **Financial liabilities at amortised cost:** | | |
| Borrowings (Note 36) | 250,987 | 199,406 |
| Notes payable (Note 37) | 136,746 | 139,209 |
| Long-term payables | 2,702 | 5,754 |
| Other financial liabilities (Note 39) | 5,473 | 8,725 |
| Accounts payable (Note 40) | 121,127 | 118,712 |
| Lease liabilities | 18,666 | 19,497 |
| Other payables and accruals | 53,161 | 47,806 |
| **Financial liabilities at fair value:** | | |
| Other financial liabilities (Note 39) | 1,398 | 1,814 |
| **Total** | **590,260** | **540,923** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 24 FINANCIAL INSTRUMENTS BY CATEGORY (continued)

The Group’s exposure to various risks associated with the financial instruments is discussed in Note 4. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets disclosed above.

## 25 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

FVPL include the following:

| | **As at 31 December 2025** | **As at 31 December 2024** |
| :--- | :---: | :---: |
| | **RMB’Million** | **RMB’Million** |
| **Included in non-current assets:** | | |
| Investments in listed entities | 7,519 | 8,655 |
| Investments in unlisted entities | 179,553 | 178,824 |
| Treasury investments and others | 20,085 | 17,520 |
| **Subtotal non-current assets** | **207,157** | **204,999** |
| **Included in current assets:** | | |
| Treasury investments and others | 35,929 | 9,568 |
| **Total** | **243,086** | **214,567** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 25 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

Movement of FVPL is analysed as follows:

| | 2025 | 2024 |
| :--- | :--- | :--- |
| | **RMB'Million** | **RMB'Million** |
| **At beginning of the year** | 214,567 | 226,048 |
| Additions and transfers (Note (a)) | 127,759 | 53,717 |
| Changes in fair value (Note 9) | 1,907 | 3,533 |
| Disposals and others | (98,109) | (71,488) |
| Currency translation differences | (3,038) | 2,757 |
| **At end of the year** | **243,086** | **214,567** |

Note:

(a) During the year ended 31 December 2025, except as disclosed in Note 22(b), the Group’s additions and transfers substantially represented additions to treasury investments.

Management had assessed the level of influence that the Group was able to exercise on certain FVPL with shareholding exceeding 20%. Since these investments were either held in the form of redeemable instruments or interests in limited partnerships without significant influence, these investments had been classified as FVPL.

---

# Notes to the Consolidated Financial Statements

## 26 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

FVOCI include the following:

| As at 31 December | 2025 (RMB'Million) | 2024 (RMB'Million) |
| :--- | :---: | :---: |
| **Included in non-current assets:** | | |
| Equity investments in listed entities | 323,116 | 285,134 |
| Equity investments in unlisted entities | 22,746 | 13,963 |
| Treasury investments | 10,778 | 3,263 |
| | **356,640** | **302,360** |
| **Included in current assets:** | | |
| Treasury investments | 8,781 | 3,345 |
| | **365,421** | **305,705** |

Movement of FVOCI is analysed as follows:

| | 2025 (RMB'Million) | 2024 (RMB'Million) |
| :--- | :---: | :---: |
| **At beginning of the year** | 305,705 | 213,951 |
| Additions and transfers (Note (a)) (a) During the year ended 31 December 2025, the Group’s additions and transfers mainly comprised additions to treasury investments and new and additional investments in certain investee companies. | 82,290 | 19,020 |
| Changes in fair value | 55,350 | 94,554 |
| Disposals | (71,359) | (25,848) |
| Currency translation differences | (6,565) | 4,028 |
| **At end of the year** | **365,421** | **305,705** |

---

# Notes to the Consolidated Financial Statements

## For the year ended 31 December 2025

## 27 PREPAYMENTS, DEPOSITS AND OTHER ASSETS

| | **As at 31 December** | |
| :--- | :---: | :---: |
| | **2025** | **2024** |
| | **RMB’Million** | **RMB’Million** |
| **Included in non-current assets:** | | |
| Prepayments for media content | 9,391 | 12,429 |
| Prepayments for purchase of property, plant and equipment, land use rights and other capital assets | 4,174 | 20,183 |
| Loans to investees and investees’ shareholders (Note (a)) | 3,868 | 3,374 |
| Prepayments for capital transactions | 113 | 9 |
| Running royalty fees for online games (Note (b)) | 102 | 1,294 |
| Others | 6,892 | 5,539 |
| | **24,540** | **42,828** |
| **Included in current assets:** | | |
| Prepayments and prepaid expenses | 28,729 | 31,265 |
| Receivables related to financial services (Note (c)) | 26,361 | 19,838 |
| Running royalty fees for online games (Note (b)) | 18,228 | 17,335 |
| Interest receivables | 11,935 | 10,021 |
| Loans to investees and investees’ shareholders (Note (a)) | 4,845 | 3,175 |
| Dividend and other investment-related receivables | 2,009 | 1,005 |
| Lease and other deposits | 1,791 | 1,731 |
| Others | 17,372 | 16,674 |
| | **111,270** | **101,044** |
| | **135,810** | **143,872** |

Note:

(a) As at 31 December 2025, the balances of loans to investees and investees’ shareholders were mainly repayable within a period of one to five years (included in non-current assets), or within one year (included in current assets), and were interest-bearing at rates of not higher than 10% per annum (31 December 2024: not higher than 10% per annum). The loan arrangements are in line with the Group’s overall business strategy.

(b) Running royalty fees for online games comprised prepaid royalty fees, unamortised running royalty fees and deferred Online Service Fees.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 27 PREPAYMENTS, DEPOSITS AND OTHER ASSETS (continued)

**Note: (continued)**

(c) Loan receivables related to the Group’s financial services were initially measured at fair value. Given the business models in which the loan receivables are held, they were subsequently measured at amortised cost. During the year ended 31 December 2025 and 2024, the impairment loss on loan receivables related to financial services was immaterial.

As at 31 December 2025, loss allowance made against the gross amounts of deposits and other receivables subject to the ECL model amounted to approximately RMB1,632 million (31 December 2024: RMB2,943 million).

As at 31 December 2025 and 2024, the carrying amounts of prepayments, deposits and other assets (excluding prepayments and refundable VAT) approximated their fair values.

## 28 OTHER FINANCIAL ASSETS

| | As at 31 December 2025 | As at 31 December 2024 |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| **Measured at amortised cost:** | | |
| Treasury investments | 1,707 | 1,520 |
| **Measured at fair value:** | | |
| Derivative instruments and others (Note) | 3,821 | 4,306 |
| **Total** | **5,528** | **5,826** |
| **Included in:** | | |
| Non-current assets | 1,327 | 1,076 |
| Current assets | 4,201 | 4,750 |
| **Total** | **5,528** | **5,826** |

**Note:**

The Group’s derivative instruments and others included outstanding interest rate swap contracts, which were measured at fair value and used to hedge the exposure arising from certain borrowings carried at floating rates as at 31 December 2025. As at 31 December 2025, the aggregate notional principal amounts of outstanding interest rate swap contracts were USD1,197 million (equivalent to approximately RMB8,411 million) (31 December 2024: USD2,150 million (equivalent to approximately RMB15,455 million)).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 29 DEFERRED INCOME TAXES

Deferred income taxes are calculated in full on temporary differences under the liability method using the tax rates which are expected to apply at the time of reversal of the temporary differences.

Deferred income tax assets/liabilities are analysed as follows:

| | **As at 31 December** | |
| :--- | :---: | :---: |
| | **2025** | **2024** |
| | **RMB'Million** | **RMB'Million** |
| **Gross deferred income tax assets:** | | |
| – expected to be recovered after 12 months | 23,752 | 23,160 |
| – expected to be recovered within 12 months | 13,153 | 11,797 |
| | **36,905** | **34,957** |
| Set-off of deferred income tax assets pursuant to set-off provisions | (8,287) | (6,632) |
| **Net deferred income tax assets** | **28,618** | **28,325** |
| | | |
| **Gross deferred income tax liabilities:** | | |
| – expected to be settled after 12 months | (20,955) | (23,945) |
| – expected to be settled within 12 months | (9,016) | (1,233) |
| | **(29,971)** | **(25,178)** |
| Set-off of deferred income tax liabilities pursuant to set-off provisions | 8,287 | 6,632 |
| **Net deferred income tax liabilities** | **(21,684)** | **(18,546)** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 29 DEFERRED INCOME TAXES (continued)

The movements of the deferred income tax assets/liabilities before offsetting are as follows:

| | Deferred income tax assets RMB'Million | Deferred income tax liabilities RMB'Million | Deferred income tax, net RMB'Million |
| :--- | :---: | :---: | :---: |
| **At 1 January 2025** | **34,957** | **(25,178)** | **9,779** |
| Business combinations | – | (1,145) | (1,145) |
| Credited/(charged) to consolidated income statement (Note 12(a)) | 1,630 | (9,543) | (7,913) |
| Withholding taxes utilised | – | 7,806 | 7,806 |
| Credited/(charged) to consolidated statement of changes in equity | 126 | (1,736) | (1,610) |
| Transfer upon disposal and deemed disposal of financial instruments | (2) | 4 | 2 |
| Currency translation differences | 194 | (179) | 15 |
| **At 31 December 2025** | **36,905** | **(29,971)** | **6,934** |
| | | | |
| **At 1 January 2024** | 35,643 | (24,261) | 11,382 |
| Business combinations | – | (1,439) | (1,439) |
| Charged to consolidated income statement (Note 12(a)) | (725) | (9,390) | (10,115) |
| Withholding taxes utilised | – | 10,065 | 10,065 |
| Credited/(charged) to consolidated statement of changes in equity | 93 | (396) | (303) |
| Transfer upon disposal and deemed disposal of financial instruments | – | 31 | 31 |
| Currency translation differences | (54) | 212 | 158 |
| **At 31 December 2024** | **34,957** | **(25,178)** | **9,779** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 29 DEFERRED INCOME TAXES (continued)

The movements of deferred income tax assets before offsetting are as follows:

### Deferred income tax assets on temporary differences arising from

| | Accelerated amortisation of intangible assets | Tax losses (Note) | Accrued expenses | Lease liabilities | Share-based payments and others | Total |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: |
| | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** | **RMB'Million** |
| **At 1 January 2025** | 11,649 | 3,513 | 9,161 | 2,725 | 7,909 | 34,957 |
| Credited/(charged) to consolidated income statement | 214 | (717) | 862 | 4 | 1,267 | 1,630 |
| Credited to consolidated statement of changes in equity | - | - | - | - | 126 | 126 |
| Transfer upon disposal and deemed disposal of financial instruments | - | - | - | - | (2) | (2) |
| Currency translation differences | 116 | 44 | 1 | (1) | 34 | 194 |
| **At 31 December 2025** | **11,979** | **2,840** | **10,024** | **2,728** | **9,334** | **36,905** |
| | | | | | | |
| **At 1 January 2024** | 11,124 | 3,498 | 9,946 | 3,358 | 7,717 | 35,643 |
| Credited/(charged) to consolidated income statement | 567 | 21 | (786) | (628) | 101 | (725) |
| Credited to consolidated statement of changes in equity | - | - | - | - | 93 | 93 |
| Currency translation differences | (42) | (6) | 1 | (5) | (2) | (54) |
| **At 31 December 2024** | **11,649** | **3,513** | **9,161** | **2,725** | **7,909** | **34,957** |

**Note:**

The Group only recognises deferred income tax assets for unused cumulative tax losses if it is probable that future taxable profits will be available to utilise those tax losses. Management will continue to assess the recognition of deferred income tax assets in future reporting periods. As at 31 December 2025, the Group did not recognise deferred income tax assets of RMB16,129 million (31 December 2024: RMB14,747 million) in respect of unused cumulative tax losses amounting to RMB83,558 million (31 December 2024: RMB78,209 million). The majority of these unused tax losses were originated from subsidiaries located in Chinese Mainland and will expire from 2026 to 2035.

---

# 29 DEFERRED INCOME TAXES (continued)

The movements of deferred income tax liabilities before offsetting are as follows:

**Deferred income tax liabilities on temporary differences arising from**

| | Intangible assets acquired in business combinations RMB'Million | Withholding tax on the earnings anticipated to be remitted by subsidiaries (Note) RMB'Million | Changes in fair value of FVPL and FVOCI RMB'Million | Deemed disposals of investees RMB'Million | Accelerated tax depreciation RMB'Million | Right-of-use assets RMB'Million | Others RMB'Million | Total RMB'Million |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| **At 1 January 2025** | (5,303) | (8,973) | (4,592) | (1,527) | (1,799) | (2,468) | (516) | (25,178) |
| Business combinations | (641) | - | (504) | - | - | - | - | (1,145) |
| Credited/(charged) to consolidated income statement | 1,270 | (6,471) | (130) | (303) | (4,110) | (60) | 261 | (9,543) |
| Withholding tax utilised | - | 7,806 | - | - | - | - | - | 7,806 |
| Charged to consolidated statement of changes in equity | - | - | (1,736) | - | - | - | - | (1,736) |
| Transfer upon disposal and deemed disposal of financial instruments | - | - | 4 | - | - | - | - | 4 |
| Currency translation differences | (182) | - | 118 | - | (62) | 6 | (59) | (179) |
| **At 31 December 2025** | **(4,856)** | **(7,638)** | **(6,840)** | **(1,830)** | **(5,971)** | **(2,522)** | **(314)** | **(29,971)** |

---

# Notes to the Consolidated Financial Statements
### For the year ended 31 December 2025

## 29 DEFERRED INCOME TAXES (continued)

Deferred income tax liabilities on temporary differences arising from

| | Intangible assets acquired in business combinations RMB'Million | Withholding tax on the earnings anticipated to be remitted by subsidiaries (Note) RMB'Million | Changes in fair value of FVPL and FVOCI RMB'Million | Deemed disposals of investees RMB'Million | Accelerated tax depreciation RMB'Million | Right-of-use assets RMB'Million | Others RMB'Million | Total RMB'Million |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| **At 1 January 2024** | (5,168) | (8,795) | (4,146) | (1,376) | (1,616) | (2,939) | (221) | (24,261) |
| Business combinations | (1,439) | — | — | — | — | — | — | (1,439) |
| Credited/(charged) to consolidated income statement | 1,108 | (10,226) | (46) | (151) | (183) | 465 | (357) | (9,390) |
| Withholding tax utilised | — | 10,065 | — | — | — | — | — | 10,065 |
| Charged to consolidated statement of changes in equity | — | — | (396) | — | — | — | — | (396) |
| Transfer upon disposal and deemed disposal of financial instruments | — | — | 31 | — | — | — | — | 31 |
| Currency translation differences | 196 | (17) | (35) | — | — | 6 | 62 | 212 |
| **At 31 December 2024** | (5,303) | (8,973) | (4,592) | (1,527) | (1,799) | (2,468) | (516) | (25,178) |

Note:

As at 31 December 2025, the Group recognised the relevant deferred income tax liabilities of RMB7,638 million (31 December 2024: RMB8,973 million) on retained earnings anticipated to be remitted by certain subsidiaries in the foreseeable future. No withholding tax had been provided for the remaining retained earnings of the Group's subsidiaries located in Chinese Mainland of approximately RMB202,789 million (31 December 2024: RMB131,379 million), which are anticipated to be retained in Chinese Mainland in the foreseeable future based on several factors, including forecast capital expenditures and working capital needs as well as management's estimation of overseas funding requirements. In addition, the Group did not recognise any deferred income tax liabilities on the retained earnings of the controlled structured entities consolidated through contractual arrangements as these amounts primarily represented the essential working capital retained for operation.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 30 TERM DEPOSITS

An analysis of the Group's term deposits by currency is as follows:

| | As at 31 December 2025 | As at 31 December 2024 |
| :--- | :--- | :--- |
| | **RMB'Million** | **RMB'Million** |
| **Included in non-current assets:** | | |
| RMB term deposits | 51,919 | 58,161 |
| Other currencies term deposits | 18,383 | 19,440 |
| | **70,302** | **77,601** |
| **Included in current assets:** | | |
| USD term deposits | 216,032 | 122,181 |
| RMB term deposits | 20,455 | 70,509 |
| Other currencies term deposits | 314 | 287 |
| | **236,801** | **192,977** |
| **Total** | **307,103** | **270,578** |

As at 31 December 2025 and 2024, term deposits with initial terms of over three months were neither past due nor impaired. As at 31 December 2025 and 2024, the carrying amounts of the term deposits with initial terms of over three months approximated their fair values.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 31 ACCOUNTS RECEIVABLE

| | **As at 31 December 2025** | **As at 31 December 2024** |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| Accounts receivable from contracts with agents/customers | 54,969 | 54,887 |
| Loss allowance | (5,039) | (6,684) |
| **Total** | **49,930** | **48,203** |

Accounts receivable and their ageing analysis, based on recognition date, are as follows:

| | **As at 31 December 2025** | **As at 31 December 2024** |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| 0 ~ 30 days | 29,177 | 26,156 |
| 31 ~ 60 days | 10,540 | 12,273 |
| 61 ~ 90 days | 6,717 | 6,056 |
| Over 90 days | 3,496 | 3,718 |
| **Total** | **49,930** | **48,203** |

As at 31 December 2025 and 2024, the majority of the Group’s accounts receivable were denominated in RMB.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 31 ACCOUNTS RECEIVABLE (continued)

The carrying amounts of accounts receivable from the Group’s major agents/customers are as follows:

| | **As at 31 December 2025** | **As at 31 December 2024** |
| :--- | :---: | :---: |
| | **RMB' Million** | **RMB' Million** |
| FinTech and cloud customers | 18,940 | 16,766 |
| Marketing services customers and agents | 16,148 | 14,485 |
| Third party platform providers | 6,010 | 8,415 |
| Content production related customers | 2,428 | 2,561 |
| Others | 6,404 | 5,976 |
| **Total** | **49,930** | **48,203** |

Marketing services customers and agents are usually granted with a credit period within 30 to 90 days immediately following the month-end in which the relevant obligations under the relevant contracted orders are delivered. Third party platform providers usually settle the amounts due by them within 60 days. Other customers, mainly including content production related customers and FinTech and cloud customers, are usually granted with a credit period within 90 days.

The Group applies the simplified approach prescribed by IFRS 9 to measuring ECL of accounts receivable, which requires expected lifetime losses to be recognised from initial recognition of the assets. The provision matrix is determined based on historical observed default rates over the expected life of the receivables with similar credit risk characteristics and is adjusted for forward-looking estimates. The historical observed default rates are updated and changes in the forward-looking estimates are analysed at year end. For the years ended 31 December 2025 and 2024, information about the impairment of accounts receivable and the Group’s exposure to credit risk and foreign exchange risk can be found in Note 4.1.

As at 31 December 2025 and 2024, the carrying amounts of the accounts receivable approximated their fair values.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 32 BANK BALANCES AND CASH

### (a) Cash and cash equivalents

| | As at 31 December 2025 RMB'Million | As at 31 December 2024 RMB'Million |
| :--- | :---: | :---: |
| Bank balances and cash | 85,731 | 89,183 |
| Term deposits and highly liquid investments with initial terms within three months | 55,310 | 43,336 |
| **Total** | **141,041** | **132,519** |

As at 31 December 2025, approximately RMB47,668 million (31 December 2024: RMB57,723 million) within the total balance of the Group’s cash and cash equivalents was denominated in RMB.

### (b) Restricted cash

As at 31 December 2025, restricted deposits held at banks of approximately RMB6,977 million (31 December 2024: RMB3,334 million) were mainly denominated in RMB, the majority of which were reserves provided for certain licensed businesses under regulatory requirements.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

# 33 SHARE CAPITAL, SHARE PREMIUM, TREASURY SHARES AND SHARES HELD FOR SHARE AWARD SCHEMES

As at 31 December 2025 and 2024, the authorised share capital of the Company comprised 50,000,000,000 ordinary shares with par value of HKD0.00002 per share.

| | Number of issued and fully paid ordinary shares* | Share capital RMB'Million | Share premium RMB'Million | Treasury shares RMB'Million | Shares held for share award schemes RMB'Million | Total RMB'Million |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **At 1 January 2025** | 9,224,914,953 | – | 43,079 | (3,597) | (5,093) | 34,389 |
| Employee share option schemes: | | | | | | |
| – value of employee services | – | – | 1,494 | – | – | 1,494 |
| – proceeds from shares issued, net of withholding individual income tax (Note (a)) | 17,751,184 | – | 1,767 | – | – | 1,767 |
| Employee share award schemes: | | | | | | |
| – value of employee services | – | – | 19,922 | – | – | 19,922 |
| – shares purchased/withheld for share award schemes (Note (b)) | – | – | – | – | (4,869) | (4,869) |
| – shares allotted for share award schemes (Note (c)) | 33,912,862 | – | – | – | – | – |
| – shares vested from share award schemes and transferred to the grantees (Note (d)) | – | – | (2,612) | – | 2,612 | – |
| Repurchase and cancellation of shares (Note (e)) | (156,343,000) | – | – | 3,597 | – | 3,597 |
| Repurchase of shares (to be cancelled) (Note (e)) | – | – | – | (3,450) | – | (3,450) |
| Others | – | – | 146 | – | 226 | 372 |
| **At 31 December 2025** | **9,120,235,999** | **–** | **63,796** | **(3,450)** | **(7,124)** | **53,222** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 33 SHARE CAPITAL, SHARE PREMIUM, TREASURY SHARES AND SHARES HELD FOR SHARE AWARD SCHEMES (continued)

| | Number of issued and fully paid ordinary shares* | Share capital RMB’Million | Share premium RMB’Million | Treasury shares RMB’Million | Shares held for share award schemes RMB’Million | Total RMB’Million |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **At 1 January 2024** | 9,482,992,820 | – | 37,989 | (4,740) | (5,350) | 27,899 |
| **Employee share option schemes:** | | | | | | |
| – value of employee services | – | – | 1,917 | – | – | 1,917 |
| – proceeds from shares issued, net of withholding individual income tax (Note (a)) | 13,355,702 | – | 1,827 | – | – | 1,827 |
| **Employee share award schemes:** | | | | | | |
| – value of employee services | – | – | 16,829 | – | – | 16,829 |
| – shares purchased/withheld for share award schemes (Note (b)) | – | – | – | – | (3,420) | (3,420) |
| – shares allotted for share award schemes (Note (c)) | 44,384,931 | – | – | – | – | – |
| – shares vested from share award schemes and transferred to the grantees (Note (d)) | – | – | (3,338) | – | 3,338 | – |
| Repurchase and cancellation of shares (Note (e)) | (315,818,500) | – | (13,681) | 4,740 | – | (8,941) |
| Repurchase of shares (to be cancelled) (Note (e)) | – | – | – | (3,597) | – | (3,597) |
| Others | – | – | 1,536 | – | 339 | 1,875 |
| **At 31 December 2024** | 9,224,914,953 | – | 43,079 | (3,597) | (5,093) | 34,389 |

\* As at 31 December 2025, the total number of issued ordinary shares of the Company included 81,092,614 shares (31 December 2024: 82,739,793 shares) held for the share award schemes.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 33 SHARE CAPITAL, SHARE PREMIUM, TREASURY SHARES AND SHARES HELD FOR SHARE AWARD SCHEMES (continued)

Note:

(a) During the year ended 31 December 2025, 38,389,585 options (2024: 22,893,680 options) with exercise prices ranging from HKD276.81 to HKD533.39 (2024: HKD185.65 to HKD470.14) per share were exercised, while the right to receive 20,638,401 shares (2024: 9,537,978 shares) was surrendered by certain grantees to set off against the exercise consideration and individual income tax payable by the grantees when they exercised their options (Note 35(a)).

(b) During the year ended 31 December 2025, the Share Scheme Trust purchased and withheld 10,740,394 ordinary shares (2024: 10,511,962 ordinary shares) of the Company for an amount of approximately HKD5,333 million (equivalent to approximately RMB4,869 million) (2024: HKD3,750 million (equivalent to approximately RMB3,420 million)), which had been deducted from equity.

(c) During the year ended 31 December 2025, the Company allotted 33,912,862 ordinary shares (2024: 44,384,931 ordinary shares) to the Share Scheme Trust for the purpose of granting awarded shares to the participants under the share award schemes.

(d) During the year ended 31 December 2025, the Share Scheme Trust transferred 46,300,435 ordinary shares of the Company (2024: 63,940,569 ordinary shares) to the share awardees upon vesting of the awarded shares (Note 35(b)).

(e) During the year ended 31 December 2025, the Company repurchased an aggregate number of 153,415,000 of its own shares from the market, out of which, 6,322,000 had not been cancelled as at 31 December 2025 and had been subsequently cancelled in January 2026 (2024: the Company repurchased an aggregate number of 307,238,500 of its own shares from the market, out of which, 9,250,000 had not been cancelled as at 31 December 2024 and had been subsequently cancelled in January 2025). The shares were repurchased at prices ranging from HKD364.80 to HKD683.00 per share, with an average price of HKD521.70 per share.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 34 OTHER RESERVES

| | Capital reserves (Note (a)) RMB'Million | FVOCI (Note (b)) RMB'Million | Investments in associates and joint ventures RMB'Million | Currency translation differences RMB'Million | PRC statutory reserves (Note (c)) RMB'Million | Share-based compensation reserves (Note (d)) RMB'Million | Others RMB'Million | Total RMB'Million |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Balance at 1 January 2025** | **(42,675)** | **40,581** | **24,689** | **3,118** | **8,366** | **12,851** | **199** | **47,129** |
| Transfer of gains on disposal and deemed disposal of financial instruments to retained earnings, net of tax | - | (8,034) | - | - | - | - | - | (8,034) |
| Share of other changes in net assets of associates and joint ventures | - | - | 3,423 | - | - | - | - | 3,423 |
| Transfer of share of other changes in net assets of associates and joint ventures to profit or loss upon disposal and deemed disposal | - | - | (7) | - | - | - | - | (7) |
| Transfer of share of other comprehensive income to retained earnings upon disposal and deemed disposal of associates and joint ventures | - | - | (8) | - | - | - | - | (8) |
| Transfer to profit or loss upon disposal of FVOCI | - | (8) | - | - | - | - | - | (8) |
| **Value of employee services:** | | | | | | | | |
| – Employee share option schemes | - | - | - | - | - | 56 | - | 56 |
| – Employee share award schemes | - | - | - | - | - | 3,707 | - | 3,707 |
| Tax benefit from share-based payments | - | - | - | - | - | 818 | - | 818 |
| Acquisition of additional equity interests in non wholly-owned subsidiaries | 463 | - | - | - | - | - | - | 463 |
| Dilution of interests in subsidiaries | (1,486) | - | - | - | - | - | - | (1,486) |
| Net gains from changes in fair value of FVOCI | - | 51,735 | - | - | - | - | - | 51,735 |
| Share of other comprehensive income of associates and joint ventures | - | - | 334 | - | - | - | - | 334 |
| Transfer of share of other comprehensive income to profit or loss upon disposal and deemed disposal of associates and joint ventures | - | - | (95) | - | - | - | - | (95) |
| Currency translation differences | - | - | - | (8,771) | - | - | - | (8,771) |
| Net movement in reserves for hedges | - | - | - | - | - | - | (243) | (243) |
| Disposal of subsidiaries | 40 | - | - | - | - | - | - | 40 |
| Others | 3,046 | - | - | - | 1,733 | (3,711) | 373 | 1,441 |
| **Balance at 31 December 2025** | **(40,612)** | **84,274** | **28,336** | **(5,653)** | **10,099** | **13,721** | **329** | **90,494** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 34 OTHER RESERVES (continued)

| Description | Capital reserves RMB’Million (Note (a)) | FVOCI RMB’Million (Note (b)) | Investments in associates and joint ventures RMB’Million | Currency translation differences RMB’Million | PRC statutory reserves RMB’Million (Note (c)) | Share-based compensation reserves RMB’Million (Note (d)) | Others RMB’Million | Total RMB’Million |
| :--- | :---: | :---: | :---: | :---: | :---: | :---: | :---: | :---: |
| **Balance at 1 January 2024** | (36,172) | (45,025) | 22,344 | 5,071 | 6,923 | 11,221 | 2,419 | (33,219) |
| Transfer of gains on disposal and deemed disposal of financial instruments to retained earnings, net of tax | – | (5,007) | – | – | – | – | – | (5,007) |
| Share of other changes in net assets of associates and joint ventures | – | – | 4,083 | – | – | – | – | 4,083 |
| Transfer of share of other changes in net assets of associates and joint ventures to profit or loss upon disposal and deemed disposal | – | – | (529) | – | – | – | – | (529) |
| Transfer of share of other comprehensive income to retained earnings upon disposal and deemed disposal of associates and joint ventures | – | – | (15) | – | – | – | – | (15) |
| Transfer to profit or loss upon disposal of FVOCI | – | 1 | – | – | – | – | – | 1 |
| Value of employee services: | | | | | | | | |
| – Employee share option schemes | – | – | – | – | – | 45 | – | 45 |
| – Employee share award schemes | – | – | – | – | – | 1,572 | – | 1,572 |
| Tax benefit from share-based payments | – | – | – | – | – | 13 | – | 13 |
| Acquisition of additional equity interests in non wholly-owned subsidiaries | (4,637) | – | – | – | – | – | – | (4,637) |
| Dilution of interests in subsidiaries | (1,924) | – | – | – | – | – | – | (1,924) |
| Net gains from changes in fair value of FVOCI | – | 90,612 | – | – | – | – | – | 90,612 |
| Share of other comprehensive income of associates and joint ventures | – | – | (1,181) | – | – | – | – | (1,181) |
| Transfer of share of other comprehensive income to profit or loss upon disposal and deemed disposal of associates and joint ventures | – | – | (13) | – | – | – | – | (13) |
| Currency translation differences | – | – | – | (1,953) | – | – | – | (1,953) |
| Net movement in reserves for hedges | – | – | – | – | – | – | (2,530) | (2,530) |
| Others | 58 | – | – | – | 1,443 | – | 310 | 1,811 |
| **Balance at 31 December 2024** | (42,675) | 40,581 | 24,689 | 3,118 | 8,366 | 12,851 | 199 | 47,129 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 34 OTHER RESERVES (continued)

Note:

(a) The capital reserves mainly arise from transactions undertaken with non-controlling interests.

(b) Gains and losses on certain investments, including changes in fair value, are recognised in other comprehensive income. These changes are accumulated within FVOCI reserve in equity. When the relevant investments are derecognised, amounts from this reserve are transferred to retained earnings for equity instruments or to profit or loss for debt instruments.

(c) In accordance with the Company Law of the PRC and the stipulated provisions of the articles of association of subsidiaries with limited liabilities in the PRC, appropriation of net profit (after offsetting accumulated losses from prior years) should be made by these companies to their respective Statutory Surplus Reserve Funds and Discretionary Reserve Funds before distributions are made to the owners. The percentage of appropriation to Statutory Surplus Reserve Fund is 10%. The amount to be transferred to the Discretionary Reserve Fund is determined by the equity owners of these companies. When the balance of the Statutory Surplus Reserve Fund reaches 50% of the registered capital, further transfer needs not be made. Both the Statutory Surplus Reserve Fund and Discretionary Reserves Fund can be capitalised as capital of a company, provided that the remaining Statutory Surplus Reserve Fund shall not be less than 25% of the registered capital.

In addition, in accordance with the Law of the PRC on Enterprises with Foreign Investments and the stipulated provisions of the articles of association of wholly-owned foreign subsidiaries in the PRC, appropriation from net profit (after offsetting accumulated losses brought forward from prior years) should be made by these companies to their respective Reserve Fund. The percentage of net profit to be appropriated to the Reserve Fund is not less than 10% of the net profit. When the balance of the Reserve Fund reaches 50% of the registered capital, further transfer needs not be made.

With approvals obtained from respective boards of directors of these companies, the Reserve Fund can be used to offset accumulated deficit or to increase capital.

(d) Share-based compensation reserves arise from share option schemes and share award schemes adopted by certain subsidiaries of the Group (Note 35(d)).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 35 SHARE-BASED PAYMENTS

### (a) Share option schemes

The Company had one share option scheme which remained valid and effective during the year ended 31 December 2025, namely, the 2023 Share Option Scheme. The Board may, at its discretion, grant options to any qualifying participant to subscribe for shares of the Company, subject to the terms and conditions stipulated therein. The exercise price must be in compliance with the requirements under the Listing Rules. In addition, the option vesting period is determined by the Board provided that it is not later than the last day of a 10-year period after the date of grant of options.

The Post-IPO Option Scheme II expired on 16 May 2017 and no further options could be granted under this scheme, but the options granted prior to such expiry continued to be valid and exercisable in accordance with the provisions of the scheme.

The Company allowed certain of the grantees under the Post-IPO Option Scheme II and the 2023 Share Option Scheme to surrender their rights to receive a portion of the underlying shares (with equivalent fair value) to set off against the exercise consideration and/or individual income tax payable when they exercised their options.

As at 31 December 2025 and 2024, the Company did not have any outstanding share options exercisable under any share option scheme other than the 2023 Share Option Scheme.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 35 SHARE-BASED PAYMENTS (continued)

### (a) Share option schemes (continued)

#### (i) Movements in the share options

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

| | 2023 Share Option Scheme Average exercise price | 2023 Share Option Scheme Number of options |
| :--- | :--- | :--- |
| **At 1 January 2025** | HKD349.18 | 109,221,125 |
| Granted | HKD532.42 | 7,281,034 |
| Exercised | HKD346.45 | (38,389,585) |
| Lapsed/forfeited | HKD373.80 | (405,804) |
| **At 31 December 2025** | **HKD367.56** | **77,706,770** |
| **Exercisable as at 31 December 2025** | **HKD362.75** | **51,112,371** |

| | Post-IPO Option Scheme II Average exercise price | Post-IPO Option Scheme II Number of options | 2023 Share Option Scheme Average exercise price | 2023 Share Option Scheme Number of options | Total Number of options |
| :--- | :--- | :--- | :--- | :--- | :--- |
| **At 1 January 2024** | HKD185.65 | 17,318,327 | HKD353.11 | 105,292,749 | 122,611,076 |
| Granted | – | – | HKD297.91 | 11,632,870 | 11,632,870 |
| Exercised | HKD185.65 | (17,208,952) | HKD279.36 | (5,684,728) | (22,893,680) |
| Lapsed/forfeited/waived | HKD185.65 | (109,375) | HKD455.64 | (2,019,766) | (2,129,141) |
| **At 31 December 2024** | – | – | HKD349.18 | 109,221,125 | 109,221,125 |
| **Exercisable as at 31 December 2024** | – | – | HKD355.24 | 76,942,490 | 76,942,490 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 35 SHARE-BASED PAYMENTS (continued)

### (a) Share option schemes (continued)

#### (i) Movements in the share options (continued)

During the years ended 31 December 2025 and 2024, no options were granted to any director of the Company.

During the year ended 31 December 2025, 38,389,585 options (2024: 22,893,680 options) were exercised and the right to receive 20,638,401 shares (2024: 9,537,978 shares) was surrendered by certain grantees to set off against the exercise consideration and individual income tax payable by the grantees when they exercised their options. The weighted average price of the shares at the time these options were exercised was HKD554.05 per share (equivalent to approximately RMB508.85 per share) (2024: HKD314.98 per share (equivalent to approximately RMB286.23 per share)).

#### (ii) Outstanding share options

Details of the expiry dates, exercise prices and the respective numbers of share options which remained outstanding as at 31 December 2025 and 2024 are as follows:

| Expiry Date | Range of exercise price | Number of share options 31 December 2025 | Number of share options 31 December 2024 |
| :--- | :--- | :---: | :---: |
| 7 years commencing from the date of grant of options | HKD276.01 ~ HKD348.04 | 54,083,956 | 70,388,222 |
| | HKD357.86 ~ HKD387.16 | 4,373,867 | 25,335,652 |
| | HKD433.54 ~ HKD511.83 | 7,043,231 | 8,514,761 |
| | HKD526.90 ~ HKD649.30 | 12,205,716 | 4,982,490 |
| **Total** | | **77,706,770** | **109,221,125** |

The outstanding share options as of 31 December 2025 were divided into one to four tranches at their grant dates. The first tranche can be exercised after a specified period ranging from around one month to five years from the grant date, and then the remaining tranches will become exercisable in each subsequent year.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 35 SHARE-BASED PAYMENTS (continued)

### (a) Share option schemes (continued)

#### (iii) Fair value of options

The directors of the Company had used the Binomial Model to determine the fair value of the options as at the respective grant dates, which was to be expensed over the relevant vesting periods. The weighted average fair value of options granted during the year ended 31 December 2025 was HKD176.35 per share (equivalent to approximately RMB162.63 per share) (2024: HKD104.71 per share (equivalent to approximately RMB95.07 per share)).

Other than the exercise price disclosed above, significant judgments on parameters, such as risk-free rates, dividend yield and expected volatility, were required to be made by the directors in applying the Binomial Model, which are summarised as below:

| | 2025 | 2024 |
| :--- | :--- | :--- |
| Weighted average share price at the grant date | **HKD525.62** | HKD297.53 |
| Risk-free rates | **2.51% ~ 3.19%** | 2.55% ~ 3.52% |
| Dividend yield | **0.48% ~ 0.49%** | 0.39% |
| Expected volatility (Note) | **38% ~ 39%** | 38% ~ 39% |

**Note:**

The expected volatility, measured as the standard deviation of expected share price returns, is determined based on the average daily trading price volatility of the shares of the Company.

---

# 35 SHARE-BASED PAYMENTS (continued)

## (b) Share award schemes

As at 31 December 2025, the Company had one effective share award scheme, being the 2023 Share Award Scheme (effective since 17 May 2023), which was administered by an independent trustee appointed by the Group. The vesting period of the awarded shares is determined by the Board.

Movements in the number of awarded shares for the years ended 31 December 2025 and 2024 are as follows:

| | Number of awarded shares 2025 | Number of awarded shares 2024 |
| :--- | :--- | :--- |
| **At beginning of the year** | 125,329,046 | 132,989,249 |
| Granted | 43,862,442 | 62,829,798 |
| Vested and transferred | (46,300,435) | (63,940,569) |
| Lapsed/forfeited | (4,852,339) | (6,549,432) |
| **At end of the year** | **118,038,714** | **125,329,046** |
| **Vested but not transferred as at the end of the year** | **4,336** | **4,174** |

During the year ended 31 December 2025, 59,280 awarded shares were granted to five independent non-executive directors of the Company (2024: 105,760 awarded shares were granted to five independent non-executive directors of the Company).

The fair value of the awarded shares was calculated based on the market price of the Company’s shares at the respective grant dates, which was to be expensed over the relevant vesting periods. The expected dividends during the vesting period had been taken into account when assessing the fair value of these awarded shares.

The weighted average fair value of awarded shares granted during the year ended 31 December 2025 was HKD565.02 per share (equivalent to approximately RMB516.62 per share) (2024: HKD330.66 per share (equivalent to approximately RMB301.77 per share)).

The outstanding awarded shares as of 31 December 2025 were divided into one to seven tranches as at their grant dates. The first tranche can be exercised immediately or after a specified period ranging from around one month to eight years from the grant date, and the remaining tranches will become exercisable in each subsequent year.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 35 SHARE-BASED PAYMENTS (continued)

### (c) Employee investment schemes

For aligning the interests of key employees with the Group, the Group established several employees’ investment plans in the form of limited liability partnerships (the “EISs”), among which the three EISs approved/established in 2015, 2017 and 2021 were in effect as at 31 December 2025. According to the terms of the EISs, the Board may, at its absolute discretion, invite any qualifying participants of the Group, excluding any director of the Company, to participate in the EISs by subscribing for the partnership interest at cash consideration. The participating employees are entitled to the economic benefits generated by the EISs, if any, after a specified vesting period under the respective EISs, ranging from four to seven years. Wholly-owned subsidiaries of the Company acting as general partners of these EISs administer and in essence, control the EISs. These EISs are therefore consolidated by the Company as structured entities.

The related share-based compensation expenses incurred for the years ended 31 December 2025 and 2024 were insignificant to the Group.

### (d) Share options and share award schemes adopted by subsidiaries

Certain subsidiaries of the Company operate their own share-based compensation plans (share options and/or share award schemes). Their exercise prices of the share options, as well as the vesting periods of the share options and awarded shares are determined by the respective board of directors of these subsidiaries at their sole discretion and in accordance with the relevant rules. The share options or awarded shares of the subsidiaries granted are normally vested by several tranches. Participants in certain schemes of some subsidiaries have the right to request the Group to repurchase their vested equity interests of the respective subsidiaries (the “Repurchase Transaction”). The Group has discretion to settle the Repurchase Transaction either by using equity instruments of the Company or by cash. For the Repurchase Transaction where the Group has settlement options, the directors of the Company are currently of the view that some of them would be settled by equity instruments of the Company. As a result, they are accounted for using equity-settled share-based payment method. For the rest of them to be settled in cash, they are accounted for using cash-settled share-based payment method.

### (e) Expected Retention Rate of grantees

The Group has to estimate the Expected Retention Rate in order to determine the amount of share-based compensation expenses charged to the consolidated income statement. As at 31 December 2025, the Expected Retention Rate of the Group’s wholly-owned subsidiaries was assessed to be not lower than approximately 88% (31 December 2024: not lower than approximately 88%).

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 36 BORROWINGS

| | As at 31 December 2025 (RMB'Million) | As at 31 December 2024 (RMB'Million) |
| :--- | :--- | :--- |
| **Included in non-current liabilities:** | | |
| Non-current portion of long-term RMB bank borrowings, unsecured (Note (a)) | 133,325 | 48,655 |
| Non-current portion of long-term USD bank borrowings, unsecured (Note (a)) | 46,742 | 92,012 |
| Non-current portion of long-term EUR bank borrowings, unsecured (Note (a)) | 17,130 | — |
| Non-current portion of long-term HKD bank borrowings, unsecured (Note (a)) | 11,165 | 5,837 |
| Non-current portion of long-term JPY bank borrowings, unsecured (Note (a)) | 6 | 14 |
| Non-current portion of long-term EUR bank borrowings, secured (Note (a)) | 1 | 3 |
| | **208,369** | **146,521** |
| | | |
| **Included in current liabilities:** | | |
| RMB bank borrowings, unsecured (Note (b)) | 28,094 | 28,039 |
| HKD bank borrowings, unsecured (Note (b)) | 12,627 | — |
| RMB bank borrowings, secured (Note (b)) | 100 | — |
| USD bank borrowings, unsecured (Note (b)) | — | 20,487 |
| Current portion of long-term USD bank borrowings, unsecured (Note (a)) | 1,757 | 4,313 |
| Current portion of long-term RMB bank borrowings, unsecured (Note (a)) | 30 | 28 |
| Current portion of long-term JPY bank borrowings, unsecured (Note (a)) | 8 | 12 |
| Current portion of long-term EUR bank borrowings, secured (Note (a)) | 2 | 3 |
| Current portion of long-term EUR bank borrowings, unsecured (Note (a)) | — | 3 |
| | **42,618** | **52,885** |
| | **250,987** | **199,406** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 36 BORROWINGS (continued)

Note:

(a) The aggregate principal amounts of long-term bank borrowings and applicable interest rates are as follows:

| | 31 December 2025 Amount (Million) | 31 December 2025 Interest rate (per annum) | 31 December 2024 Amount (Million) | 31 December 2024 Interest rate (per annum) |
| :--- | :--- | :--- | :--- | :--- |
| RMB bank borrowings | RMB72,555 | 2.52% ~ 3.00% | RMB48,683 | 2.55% ~ 3.90% |
| RMB bank borrowings | RMB60,800 | 1-year LPR - 0.65% ~ + 0.15% | – | – |
| HKD bank borrowings | HKD12,402 | HIBOR + 0.25% ~ 0.60% | HKD6,202 | HIBOR + 0.25% |
| USD bank borrowings | USD6,900 | SOFR + CAS + 0.80% | USD13,400 | SOFR + CAS + 0.80% |
| EUR bank borrowings | EUR2,080 | EURIBOR + 0.70% ~ 0.75% | – | – |
| EUR bank borrowings | – | – | EUR1 | 1.00% ~ 2.10% |
| JPY bank borrowings | JPY170 | 0.11% ~ 1.73% | JPY334 | 0.11% ~ 1.73% |
| JPY bank borrowings | JPY140 | TIBOR + 1.70% | JPY246 | TIBOR + 1.70% |

The long-term bank borrowings are repayable as follows:

| | **As at 31 December 2025** (RMB’Million) | **As at 31 December 2024** (RMB’Million) |
| :--- | :--- | :--- |
| Within 1 year | 1,797 | 4,359 |
| Between 1 and 2 years | 19,671 | 45,784 |
| Between 2 and 5 years | 183,771 | 95,759 |
| Over 5 years | 4,927 | 4,978 |
| **Total** | **210,166** | **150,880** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

# 36 BORROWINGS (continued)

Note: (continued)

(b) The aggregate principal amounts of short-term bank borrowings and applicable interest rates are as follows:

| | 31 December 2025 | 31 December 2025 | 31 December 2024 | 31 December 2024 |
| :--- | :--- | :--- | :--- | :--- |
| | **Amount (Million)** | **Interest rate (per annum)** | **Amount (Million)** | **Interest rate (per annum)** |
| RMB bank borrowings | **RMB28,339** | **0.70% ~ 4.00%** | RMB28,088 | 0.61% ~ 2.82% |
| HKD bank borrowings | **HKD13,980** | **HIBOR + 0.15%** | — | — |
| USD bank borrowings | — | — | USD2,850 | SOFR + 0.30% ~ 0.50% |

The Group had entered into interest rate swap contracts to hedge its exposure arising from certain long-term bank borrowings carried at floating rates. The Group’s outstanding interest rate swap contracts as at 31 December 2025 and 2024 are detailed in Note 28.

As at 31 December 2025 and 2024, the carrying amounts of borrowings approximated their fair values.

The Group had complied with all of the financial covenants of its borrowing facilities for the years ended 31 December 2025 and 2024.

# 37 NOTES PAYABLE

| | **As at 31 December** | **As at 31 December** |
| :--- | :--- | :--- |
| | **2025** | 2024 |
| | **RMB’Million** | RMB’Million |
| **Included in non-current liabilities:** | | |
| Non-current portion of long-term USD notes payable | **117,197** | 130,586 |
| Non-current portion of long-term RMB notes payable | **9,007** | — |
| | **126,204** | 130,586 |
| **Included in current liabilities:** | | |
| Current portion of long-term USD notes payable | **10,542** | 8,623 |
| | **136,746** | 139,209 |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 37 NOTES PAYABLE (continued)

Note:

The aggregate principal amounts of notes payable and applicable interest rates are as follows:

| | 31 December 2025 Amount (Million) | 31 December 2025 Interest rate (per annum) | 31 December 2024 Amount (Million) | 31 December 2024 Interest rate (per annum) |
| :--- | :---: | :---: | :---: | :---: |
| USD notes payable | USD18,250 | 1.810% ~ 4.700% | USD19,450 | 1.375% ~ 4.700% |
| RMB notes payable | RMB9,000 | 2.100% ~ 3.100% | - | - |

The notes payable are repayable as follows:

| | As at 31 December 2025 (RMB'Million) | As at 31 December 2024 (RMB'Million) |
| :--- | :---: | :---: |
| Within 1 year | 10,542 | 8,623 |
| Between 1 and 2 years | - | 10,774 |
| Between 2 and 5 years | 59,880 | 39,455 |
| Over 5 years | 66,324 | 80,357 |
| **Total** | **136,746** | **139,209** |

All of these notes payable issued by the Group were unsecured.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 37 NOTES PAYABLE (continued)

In September 2025, the Company updated the Global Medium Term Note Programme (the “Programme”) to include, among other things, the Company’s recent corporate and financial information.

In September 2025, the Company issued three tranches of senior notes under the Programme with an aggregate principal amount of RMB9 billion as set out below:

| | Amount (RMB'Million) | Interest rate (per annum) | Due in |
| :--- | :---: | :---: | :---: |
| September 2030 Notes | 2,000 | 2.10% | 2030 |
| September 2035 Notes | 6,000 | 2.50% | 2035 |
| 2055 Notes | 1,000 | 3.10% | 2055 |
| **Total** | **9,000** | | |

During the year ended 31 December 2025, a tranche of notes payable issued in February 2015 with an aggregate principal amount of USD900 million, and a tranche of notes payable issued in September 2020 with an aggregate principal amount of USD300 million, respectively, reached their maturities and were repaid in full by the Group.

As at 31 December 2025, the fair value of the notes payable amounted to approximately RMB124,117 million (31 December 2024: RMB119,824 million). The respective fair value was assessed based on the active market prices of these notes at the reporting date or by making reference to similar instruments traded in the observable market.

## 38 LONG-TERM PAYABLES

| As at 31 December | 2025 (RMB'Million) | 2024 (RMB'Million) |
| :--- | :---: | :---: |
| Cash-settled share-based compensation payables (Note 35(d)) | 4,123 | 1,992 |
| Payables relating to media content and running royalty fee for online games | 541 | 2,560 |
| Payables relating to capital transactions | 66 | 73 |
| Others | 5,814 | 5,576 |
| **Total** | **10,544** | **10,201** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 39 OTHER FINANCIAL LIABILITIES

| As at 31 December | **2025** | **2024** |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| **Measured at amortised cost:** | | |
| Redemption liabilities (Note) | 5,473 | 8,725 |
| **Measured at fair value:** | | |
| Contingent consideration | 963 | 1,176 |
| Others | 435 | 638 |
| | 1,398 | 1,814 |
| | **6,871** | **10,539** |
| **Included in:** | | |
| Non-current liabilities | 2,879 | 4,203 |
| Current liabilities | 3,992 | 6,336 |
| | **6,871** | **10,539** |

**Note:**

It comprised redemption liabilities arising from put option arrangements made with non-controlling shareholders of acquired subsidiaries of approximately RMB5,473 million (31 December 2024: RMB8,725 million).

## 40 ACCOUNTS PAYABLE

Accounts payable and their ageing analysis, based on invoice date, are as follows:

| As at 31 December | **2025** | **2024** |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| 0 ~ 30 days | 110,812 | 107,893 |
| 31 ~ 60 days | 8,447 | 8,264 |
| 61 ~ 90 days | 326 | 842 |
| Over 90 days | 1,542 | 1,713 |
| | **121,127** | **118,712** |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 41 OTHER PAYABLES AND ACCRUALS

| | As at 31 December 2025 RMB’Million | As at 31 December 2024 RMB’Million |
| :--- | :---: | :---: |
| Staff costs and welfare accruals | 40,579 | 33,340 |
| Selling and marketing expenses accruals | 6,469 | 5,291 |
| Purchase of land use rights, buildings and construction related costs | 4,601 | 3,900 |
| General and administrative expenses accruals | 4,367 | 4,235 |
| Purchase consideration payables for investee companies | 2,844 | 2,984 |
| Interests payable | 1,423 | 1,409 |
| Prepayments received from customers and others | 912 | 1,042 |
| Others (Note) | 35,301 | 31,831 |
| **Total** | **96,496** | **84,032** |

**Note:** Others primarily consist of deposits from third parties, reserve for platform services, sundry payables and other accruals.

## 42 BUSINESS COMBINATIONS

During the year ended 31 December 2025, the Group completed the acquisition of a game company by acquiring 100% of its equity interest at a cash consideration of approximately USD1.2 billion (equivalent to approximately RMB8.8 billion), which was accounted for as a subsidiary of the Group upon the completion of the transaction.

The fair value of total identifiable net assets (including identifiable intangible assets) was approximately RMB3.6 billion.

Goodwill of approximately RMB5.2 billion was recognised as a result of the transaction. It was mainly attributable to the operating synergies and economies of scale expected to be derived from combining the operations. None of the goodwill was expected to be deductible for income tax purpose.

The Group’s revenue and results for the year ended 31 December 2025 would not be materially different should the acquisition had occurred on 1 January 2025.

The related transaction costs of the transaction recognised in the Group’s consolidated income statement were not material.

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 43 NOTE TO CONSOLIDATED STATEMENT OF CASH FLOWS

### (a) Reconciliation of net profit to cash generated from operations:

| | 2025 | 2024 |
| :--- | :---: | :---: |
| | **RMB'Million** | **RMB'Million** |
| Profit for the year | 229,801 | 196,467 |
| **Adjustments for:** | | |
| Income tax expense | 47,448 | 45,018 |
| Net gains on disposals and deemed disposals of investee companies | (4,942) | (12,810) |
| Dividend income | (1,797) | (715) |
| Depreciation of property, plant and equipment, investment properties and right-of-use assets | 32,799 | 27,332 |
| Amortisation of intangible assets and land use rights | 33,229 | 28,881 |
| Net gains on disposals of intangible assets, land use rights, property, plant and equipment, construction in progress and right-of-use assets | (211) | (194) |
| Interest income | (16,909) | (16,004) |
| Interest and related expenses | 13,456 | 12,447 |
| Equity-settled share-based compensation expenses | 25,660 | 20,702 |
| Share of (profit)/loss of associates and joint ventures, net | (23,740) | (25,176) |
| Impairment (reversals)/provisions for investments in associates, investments in joint ventures and others | (4,902) | 8,420 |
| Net fair value gains on FVPL and other financial instruments | (2,735) | (2,641) |
| Net impairment of intangible assets, land use rights, right-of-use assets, investment properties and property, plant and equipment | 2,436 | 1,563 |
| Exchange losses/(gains), net | 1,674 | (466) |
| **Changes in working capital:** | | |
| Accounts receivable | (1,242) | (1,048) |
| Inventories | (89) | 20 |
| Prepayments, deposits and other assets | 17,007 | 2,632 |
| Accounts payable | 13,741 | 10,872 |
| Other payables and accruals | (18,745) | (6,765) |
| Other tax liabilities | (331) | (363) |
| Deferred revenue | 6,143 | 16,533 |
| **Cash generated from operations** | **347,751** | **304,705** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 43 NOTE TO CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

### (b) Net cash/(debt) reconciliation

This section sets out an analysis of net cash/(debt) and the movements in net cash/(debt) for each of the years presented.

| Net cash/(debt) | As at 31 December 2025 RMB’Million | As at 31 December 2024 RMB’Million |
| :--- | :--- | :--- |
| Cash and cash equivalents | 141,041 | 132,519 |
| Term deposits and others | 353,837 | 282,894 |
| Borrowings – repayable within one year | (42,618) | (52,885) |
| Borrowings – repayable after one year | (208,369) | (146,521) |
| Notes payable – repayable within one year | (10,542) | (8,623) |
| Notes payable – repayable after one year | (126,204) | (130,586) |
| **Net cash** | **107,145** | **76,798** |

| | Cash and cash equivalents RMB’Million | Term deposits and others RMB’Million | Borrowings - repayable within one year RMB’Million | Borrowings - repayable after one year RMB’Million | Notes payable - repayable within one year RMB’Million | Notes payable - repayable after one year RMB’Million | Total RMB’Million |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| **Net cash as at 1 January 2025** | 132,519 | 282,894 | (52,885) | (146,521) | (8,623) | (130,586) | 76,798 |
| Cash flows | 10,165 | 74,418 | 12,195 | (64,520) | 8,587 | (8,968) | 31,877 |
| Exchange impacts | (1,643) | (4,728) | 259 | 834 | 268 | 2,592 | (2,418) |
| Other non-cash movements (Note) | — | 1,253 | (2,187) | 1,838 | (10,774) | 10,758 | 888 |
| **Net cash as at 31 December 2025** | 141,041 | 353,837 | (42,618) | (208,369) | (10,542) | (126,204) | 107,145 |
| | | | | | | | |
| **Net cash as at 1 January 2024** | 172,320 | 231,038 | (41,537) | (155,819) | (14,161) | (137,101) | 54,740 |
| Cash flows | (40,160) | 48,106 | 16,031 | (15,924) | 14,213 | — | 22,266 |
| Exchange impacts | 359 | 2,068 | (403) | (1,538) | (178) | (1,917) | (1,609) |
| Other non-cash movements (Note) | — | 1,682 | (26,976) | 26,760 | (8,497) | 8,432 | 1,401 |
| **Net cash as at 31 December 2024** | 132,519 | 282,894 | (52,885) | (146,521) | (8,623) | (130,586) | 76,798 |

**Note:**
Other non-cash movements mainly resulted from the reclassification from non-current to current and assets/liabilities arising from business combinations.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 44 COMMITMENTS

### (a) Capital commitments

Capital commitments as at 31 December 2025 and 2024 are analysed as follows:

| As at 31 December | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| **Contracted:** | | |
| Construction/purchase of buildings | 5,237 | 2,937 |
| Capital investments in investees | 12,164 | 9,298 |
| Purchase of other capital assets | 3,354 | 2,470 |
| **Total** | **20,755** | **14,705** |

Except for the capital commitments disclosed above, Tencent Music, a subsidiary of the Group has proposed to acquire one of the Group’s existing investee companies accounted for as FVPL, which is one of the leading online audio platforms in China. Upon closing of the transaction, this investee company will become a wholly-owned subsidiary of Tencent Music. The aggregate consideration for the acquisition will consist of a combination of cash consideration and certain ordinary shares to be issued by Tencent Music. The closing of the transaction is subject to relevant regulatory approvals and certain other closing conditions.

### (b) Other commitments

The Group’s commitments under agreements mainly for bandwidth, online game licensing, media content and other technical services, which were contracted but not provided in the consolidated financial statements, are as follows:

| As at 31 December | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :--- | :--- |
| **Contracted:** | | |
| Not later than one year | 20,355 | 11,799 |
| Later than one year and not later than five years | 28,821 | 13,612 |
| Later than five years | 6,014 | 5,659 |
| **Total** | **55,190** | **31,070** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 45 RELATED PARTY TRANSACTIONS

Except as disclosed in Note 14(a) (Senior management’s emoluments), Note 14(b) (Five highest paid individuals), Note 15 (Benefits and interests of directors), Note 27 (Loans to investees and investees’ shareholders) and Note 35 (Share-based payments) to the consolidated financial statements, other significant transactions carried out between the Group and its related parties during the years are presented as follows. These related party transactions were carried out in the normal course of business and on terms negotiated between the Group and the respective related parties.

### (a) Significant transactions with related parties

The Group has commercial arrangements with certain associates and joint ventures to provide Marketing Services, FinTech and Business Services, and other services, the revenues from which, for the year ended 31 December 2025, amounted to approximately RMB4,278 million, RMB48,089 million and RMB4,320 million, respectively (2024: RMB5,238 million, RMB45,430 million and RMB2,907 million, respectively).

| Revenue from related parties | 2025 (RMB million) | 2024 (RMB million) |
| :--- | :--- | :--- |
| Marketing Services | 4,278 | 5,238 |
| FinTech and Business Services | 48,089 | 45,430 |
| Other services | 4,320 | 2,907 |

The Group has commercial arrangements with certain associates and joint ventures to purchase online game licences and related services, media content and related services, FinTech and business services and others, the costs and expenses of which, for the year ended 31 December 2025, amounted to approximately RMB5,194 million, RMB4,195 million, RMB2,299 million and RMB1,773 million, respectively (2024: RMB4,532 million, RMB3,409 million, RMB2,138 million and RMB1,728 million, respectively).

| Costs and expenses to related parties | 2025 (RMB million) | 2024 (RMB million) |
| :--- | :--- | :--- |
| Online game licences and related services | 5,194 | 4,532 |
| Media content and related services | 4,195 | 3,409 |
| FinTech and business services | 2,299 | 2,138 |
| Others | 1,773 | 1,728 |

### (b) Year end balances with related parties

As at 31 December 2025, accounts receivable and other receivables from related parties were approximately RMB10,714 million and RMB292 million, respectively (31 December 2024: RMB10,255 million and RMB309 million, respectively).

| Balances with related parties | 31 December 2025 (RMB million) | 31 December 2024 (RMB million) |
| :--- | :--- | :--- |
| Accounts receivable | 10,714 | 10,255 |
| Other receivables | 292 | 309 |

As at 31 December 2025, accounts payable and other payables to related parties were approximately RMB3,255 million and RMB234 million, respectively (31 December 2024: RMB3,215 million and RMB296 million, respectively).

| Balances with related parties | 31 December 2025 (RMB million) | 31 December 2024 (RMB million) |
| :--- | :--- | :--- |
| Accounts payable | 3,255 | 3,215 |
| Other payables | 234 | 296 |

The Group has business co-operation arrangements with certain associates, which are engaged in various Internet businesses including eCommerce, Online-To-Offline platforms, and FinTech services, in respect of the provision of various services such as FinTech services, business services and marketing services to these associates. As at 31 December 2025, contract liabilities arising from these business co-operation arrangements were approximately RMB784 million (31 December 2024: RMB848 million).

| Balance Item | 31 December 2025 (RMB million) | 31 December 2024 (RMB million) |
| :--- | :--- | :--- |
| Contract liabilities | 784 | 848 |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 45 RELATED PARTY TRANSACTIONS (continued)

### (b) Year end balances with related parties (continued)

The Group has entered into certain contracts for purchasing services or content with certain associates or joint ventures. As at 31 December 2025, commitments in respect of these agreements amounted to approximately RMB4,582 million (31 December 2024: RMB4,542 million).

Other than the transactions and balances disclosed above or elsewhere in the consolidated financial statements, the Group had no other material transactions with related parties during the years ended 31 December 2025 and 2024, and no other material balances with related parties as at 31 December 2025 and 2024.

## 46 FINANCIAL POSITION AND RESERVE MOVEMENT OF THE COMPANY

### (a) Financial position of the Company

| As at 31 December | 2025 RMB’Million | 2024 RMB’Million |
| :--- | :---: | :---: |
| **ASSETS** |  |  |
| **Non-current assets** |  |  |
| Intangible assets | 50 | 45 |
| Investments in subsidiaries | 254,296 | 214,500 |
| Investments in associates | – | 405 |
| Amounts due from subsidiaries | 9,027 | – |
| Financial assets at fair value through other comprehensive income | 1,105 | 1,577 |
| | **264,478** | **216,527** |
| **Current assets** |  |  |
| Amounts due from subsidiaries | 62,725 | 97,628 |
| Prepayments, deposits and other assets | 8 | 187 |
| Cash and cash equivalents | 3,751 | 1,463 |
| | **66,484** | **99,278** |
| **Total assets** | **330,962** | **315,805** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 46 FINANCIAL POSITION AND RESERVE MOVEMENT OF THE COMPANY (continued)

### (a) Financial position of the Company (continued)

| | | **As at 31 December** | |
| :--- | :---: | :---: | :---: |
| | **Note** | **2025 RMB’Million** | **2024 RMB’Million** |
| **EQUITY** | | | |
| Share capital | 33 | — | — |
| Share premium | 33 | 63,796 | 43,079 |
| Treasury shares | 33 | (3,450) | (3,597) |
| Shares held for share award schemes | 33 | (7,124) | (5,093) |
| Other reserves | 46(b) | (7,070) | (3,915) |
| Retained earnings | 46(b) | 121,721 | 94,836 |
| **Total equity** | | **167,873** | **125,310** |
| | | | |
| **LIABILITIES** | | | |
| **Non-current liabilities** | | | |
| Notes payable | | 122,707 | 127,013 |
| Other financial liabilities | | — | 176 |
| | | **122,707** | **127,189** |
| | | | |
| **Current liabilities** | | | |
| Amounts due to subsidiaries | | 26,691 | 53,498 |
| Other payables and accruals | | 3,149 | 3,339 |
| Notes payable | | 10,542 | 6,469 |
| | | **40,382** | **63,306** |
| | | | |
| **Total liabilities** | | **163,089** | **190,495** |
| | | | |
| **Total equity and liabilities** | | **330,962** | **315,805** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 46 FINANCIAL POSITION AND RESERVE MOVEMENT OF THE COMPANY (continued)

### (b) Reserve movement of the Company

| | Retained earnings RMB’Million | Other reserves RMB’Million |
| :--- | :---: | :---: |
| **At 1 January 2025** | 94,836 | (3,915) |
| Profit for the year | 137,910 | – |
| Cash dividends | (37,665) | – |
| Repurchase and cancellation of shares | (73,360) | – |
| Net losses from changes in the fair value of financial assets at fair value through other comprehensive income | – | (444) |
| Currency translation differences | – | (2,711) |
| **At 31 December 2025** | **121,721** | **(7,070)** |
| | | |
| **At 1 January 2024** | 64,252 | (5,279) |
| Profit for the year | 149,233 | – |
| Cash dividends | (28,924) | – |
| Repurchase and cancellation of shares | (89,725) | – |
| Net gains from changes in the fair value of financial assets at fair value through other comprehensive income | – | 571 |
| Currency translation differences | – | 793 |
| **At 31 December 2024** | **94,836** | **(3,915)** |

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 47 SUBSEQUENT EVENTS

There were no material subsequent events during the period from 1 January 2026 to the approval date of these financial statements by the Board on 18 March 2026.

## 48 SUBSIDIARIES AND CONTROLLED STRUCTURED ENTITIES

The following is a list of material subsidiaries of the Company as at 31 December 2025:

| Name | Place of establishment and nature of legal entity | Particulars of issued/paid-in capital | Proportion of equity interest held by the Group (%) | Principal activities and place of operation |
| :--- | :--- | :--- | :--- | :--- |
| Tencent Computer | Established in the PRC, limited liability company | RMB65,000,000 | 100% (Note (a)) | Provision of VAS and Internet advertisement services in the PRC |
| Tencent Technology | Established in the PRC, wholly foreign owned enterprise | USD2,000,000 | 100% | Development of software and provision of IT services in the PRC |
| Shiji Kaixuan | Established in the PRC, limited liability company | RMB11,000,000 | 100% (Note (a)) | Provision of Internet advertisement services in the PRC |
| Cyber Tianjin | Established in the PRC, wholly foreign owned enterprise | USD90,000,000 | 100% | Development of software and provision of IT services in the PRC |
| Tencent Asset Management Limited | Established in the British Virgin Islands, limited liability company | USD101 | 100% | Asset management in Hong Kong |
| Tencent Beijing | Established in the PRC, wholly foreign owned enterprise | USD1,000,000 | 100% | Development and sale of software and provision of IT services in the PRC |
| Cyber Shenzhen | Established in the PRC, wholly foreign owned enterprise | USD30,000,000 | 100% | Development of software in the PRC |
| Tencent Shanghai | Established in the PRC, wholly foreign owned enterprise | USD5,000,000 | 100% | Development of software and provision of IT services in the PRC |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 48 SUBSIDIARIES AND CONTROLLED STRUCTURED ENTITIES (continued)

| Name | Place of establishment and nature of legal entity | Particulars of issued/paid-in capital | Proportion of equity interest held by the Group (%) | Principal activities and place of operation |
|---|---|---|---|---|
| Tencent Chengdu | Established in the PRC, wholly foreign owned enterprise | USD220,000,000 | 100% | Development of software and provision of IT services in the PRC |
| Tencent Cloud Computing (Beijing) Company Limited | Established in the PRC, limited liability company | RMB1,042,500,000 | 100% (Note (a)) | Provision of information system integration services in the PRC |
| Beijing Tencent Culture Media Company Limited | Established in the PRC, limited liability company | RMB10,204,082 | 100% | Design and production of advertisement in the PRC |
| Riot Games, Inc. | Established in the United States, limited liability company | USD1,343 | 100%* * on an outstanding basis | Development and operation of online games in the United States |
| China Literature Limited | Established in the Cayman Islands, limited liability company | USD102,147 | 57.46%* * on an outstanding basis | Provision of online literature services in the PRC |
| Tencent Music (Note (b)) | Established in the Cayman Islands, limited liability company | USD258,629 | 53.26%* * on an outstanding basis | Provision of online music entertainment services in the PRC |
| Supercell | Established in Finland, limited liability company | EUR2,500 | 93.48%* * on an outstanding basis | Development and operation of mobile games in Finland |
| Shenzhen Tencent Culture Media Company Limited | Established in the PRC, limited liability company | RMB5,000,000 | 100% | Design and production of advertisement in the PRC |
| Shenzhen Tencent Tianyou | Established in the PRC, limited liability company | RMB50,000,000 | 100% (Note (a)) | Provision of VAS in the PRC |
| Guangzhou Tencent Technology | Established in the PRC, wholly foreign owned enterprise | RMB70,000,000 | 100% | Development of software and provision of IT services in the PRC |

---

# Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

## 48 SUBSIDIARIES AND CONTROLLED STRUCTURED ENTITIES (continued)

Note:

(a) As described in Note 1, the Company does not have direct or indirect legal ownership in equity of these structured entities or their subsidiaries. Nevertheless, under certain contractual agreements entered into with the registered owners of these structured entities, the Company and its other legally owned subsidiaries control these companies by way of controlling the voting rights, governing their financial and operating policies, appointing or removing the majority of the members of their controlling authorities, and casting the majority of votes at meetings of such authorities. In addition, such contractual agreements also transfer the risks and rewards of these companies to the Company and/or its other legally owned subsidiaries. As a result, they are accounted for as controlled structured entities of the Company.

(b) In September 2020, Tencent Music issued two tranches of senior notes with an aggregate principal amount of USD800 million. During the year ended 31 December 2025, a tranche with an aggregate principal amount of USD300 million matured and was repaid in full. As at 31 December 2025, the outstanding principal amount and net book balance of Tencent Music's remaining notes payable were USD500 million and USD497 million, respectively, with an interest rate of 2.000% per annum and would mature in 2030.

(c) The directors of the Company considered that none of the non wholly-owned subsidiaries has non-controlling interests that are material to the Group, therefore, no summarised financial information of these non wholly-owned subsidiaries is presented separately.

(d) All subsidiaries' undertakings are included in the consolidation. Save as disclosed in Note (a) above, the proportion of the voting rights in the subsidiary's undertakings held directly by the parent company does not differ from its proportion of ordinary shares held. The parent company does not have any shareholdings in the preference shares of subsidiary's undertakings included in the Group.

(e) **Significant restrictions**

As at 31 December 2025, cash and cash equivalents, term deposits and restricted cash of the Group, amounting to approximately RMB164,736 million were held in Chinese Mainland and they are subject to local exchange control and other financial and treasury regulations. The local exchange control, and other financial and treasury regulations provide for restrictions on payment of dividends, share repurchases and offshore investments, other than through normal activities.

---

# Notes to the Consolidated Financial Statements
For the year ended 31 December 2025

## 48 SUBSIDIARIES AND CONTROLLED STRUCTURED ENTITIES (continued)
Note: (continued)

### (f) Consolidation of structured entities

As mentioned in Note (a) above and Note 35(c), the Company has consolidated the operating entities within the Group without any legal interests and the EISs where wholly-owned subsidiaries of the Company act as general partners. In addition, due to the implementation of the share award schemes of the Group mentioned in Note 35(b), the Company has also set up a structured entity (“Share Scheme Trust”), and its particulars are as follows:

| Structured entity | Principal activities |
| :--- | :--- |
| Share Scheme Trust | Administering and holding the Company’s shares acquired for share award schemes which are set up for the benefits of eligible persons of the schemes |

As the Company has the power to govern the financial and operating policies of the Share Scheme Trust and can derive benefits from the contributions of the eligible persons who are awarded with the shares by the schemes, the directors of the Company consider that it is appropriate to consolidate the Share Scheme Trust.

During the year ended 31 December 2025, the Company contributed approximately RMB4,869 million (2024: RMB3,420 million) to the Share Scheme Trust for financing its acquisition of the Company’s shares.

---

# Definition

In this annual report, unless the context otherwise requires, the following expressions shall have the following meanings:

| Term | Definition |
| :--- | :--- |
| “2023 Share Award Scheme” | the share award scheme adopted by the Company on Adoption Date, as amended from time to time |
| “2023 Share Option Scheme” | the share option scheme adopted by the Company on 17 May 2023, as amended from time to time |
| “2026 AGM” | the annual general meeting of the Company to be held on 13 May 2026 or any adjournment thereof |
| “Adoption Date” | 17 May 2023, being the date on which the Company adopted the 2023 Share Award Scheme |
| “AI” | artificial intelligence |
| “ARPU” | average revenue per user |
| “Articles of Association” | the fourth amended and restated articles of association of the Company adopted by special resolution passed on 14 May 2024 |
| “Audit Committee” | the audit committee of the Company |
| “Auditor” | PricewaterhouseCoopers, the auditor of the Company |
| “Awarded Share(s)” | the share(s) of the Company awarded under the 2023 Share Award Scheme |
| “Board” | the board of directors of the Company |
| “CAS” | credit adjustment spread, which is a fixed spread adjustment incorporated to bridge the gap between LIBOR and SOFR in order to minimise the economic impact of the transfer from a LIBOR-based debt to a SOFR-based debt |
| “CG Code” | the Corporate Governance Code as set out in Appendix C1 to the Listing Rules |
| “Chongqing Tencent Information” | Chongqing Tencent Information Technology Company Limited |

---

# Definition

| Term | Definition |
| :--- | :--- |
| “Company” | Tencent Holdings Limited, a limited liability company organised and existing under the laws of the Cayman Islands and the shares of which are listed on the Stock Exchange |
| “Company Website” | the website of the Company at www.tencent.com |
| “Corporate Governance Committee” | the corporate governance committee of the Company |
| “COSO Framework” | the Internal Control Integrated Framework issued by the Committee of Sponsoring Organisations |
| “Cyber Shenzhen” | Tencent Cyber (Shenzhen) Company Limited |
| “Cyber Tianjin” | Tencent Cyber (Tianjin) Company Limited |
| “DAU” | daily active user accounts |
| “Domestic Games” | for the purpose of preparing financial and operating information, Domestic Games refers to our games business in the PRC, excluding Hong Kong, the Macao Special Administrative Region and Taiwan, China |
| “EBITDA” | earnings before interest, tax, depreciation and amortisation |
| “Eligible Person(s)” | any person(s) eligible to participate in the 2023 Share Award Scheme |
| “Employee Participant(s)” | director(s) or employee(s) (including senior management) of any member of the Group (including person(s) who is/are granted options under the 2023 Share Option Scheme or awards under the 2023 Share Award Scheme as an inducement to enter into employment contracts with these companies (as the case may be)) |
| “EPS” | earnings per share |
| “ESG” | Environmental, Social and Governance |
| “ESG Reporting Code” | the ESG Reporting Code as set out in Appendix C2 to the Listing Rules |
| “EUR” | the lawful currency of the European Union |

---

# Definition

| Term | Definition |
| :--- | :--- |
| "EURIBOR" | Euro Interbank Offered Rate |
| "FinTech" | financial technology |
| "FPO" | Follow-on Public Offering |
| "GMV" | gross merchandise value |
| "Grant Date" | in relation to any Awarded Share, the date on which the Awarded Share is, was or is to be granted |
| "Group" | the Company and its subsidiaries |
| "Guangzhou Tencent Computer" | Guangzhou Tencent Computer Systems Company Limited |
| "Guangzhou Tencent Technology" | Guangzhou Tencent Technology Company Limited |
| "Guian New Area Tencent Cyber" | Guian New Area Tencent Cyber Company Limited |
| "Hainan Network" | Hainan Tencent Network Information Technology Company Limited |
| "Hangzhou Tencent Information" | Hangzhou Tencent Information Technology Company Limited |
| "HIBOR" | Hong Kong InterBank Offered Rate |
| "HKD" | the lawful currency of Hong Kong |
| "Hong Kong" | the Hong Kong Special Administrative Region, the PRC |
| "HUYA" | HUYA Inc., a non wholly-owned subsidiary of the Company which is incorporated in the Cayman Islands with limited liability and the shares of which are listed on the New York Stock Exchange |
| "HY" | formerly known as Hunyuan |
| "IA" | internal audit department of the Company |

---

# Definition

| Term | Definition |
| :--- | :--- |
| “IAS” | International Accounting Standards |
| “IC” | risk management and internal control department of the Company |
| “IFRS” or “IFRS Accounting Standards” | International Financial Reporting Standards as issued by the International Accounting Standards Board |
| “IM” | Instant Messaging |
| “International Games” | for the purpose of preparing financial and operating information, International Games refers to our games business other than our Domestic Games business |
| “Investment Committee” | the investment committee of the Company |
| “IP” | intellectual property |
| “IPO” | initial public offering |
| “IT” | information technology |
| “JPY” | the lawful currency of Japan |
| “LIBOR” | London InterBank Offered Rate |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “LPR” | Loan Prime Rate |
| “M&A” | mergers and acquisitions |
| “MAU” | monthly active user accounts |
| “Minor(s)” | players who are aged under 18 |
| “Model Code” | the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules |
| “Nomination Committee” | the nomination committee of the Company |
| “PaaS” | Platform-as-a-Service |

---

# Definition

| Term | Definition |
| :--- | :--- |
| “PC” | personal computer |
| “Post-IPO Option Scheme II” | the Post-IPO Share Option Scheme adopted by the Company on 16 May 2007 |
| “PRC” or “China” | the People’s Republic of China |
| “PRC CIT” | PRC corporate income tax as defined in the “Corporate Income Tax Law of the People’s Republic of China” |
| “PUBG” | PlayerUnknown’s Battlegrounds |
| “R&D” | research and development |
| “Related Entity” | a holding company (as defined in the Listing Rules), a fellow subsidiary (“subsidiary” as defined in the Listing Rules) or an associated company of the Company |
| “Remuneration Committee” | the remuneration committee of the Company |
| “RMB” | the lawful currency of the PRC |
| “SaaS” | Software-as-a-Service |
| “Selected Participant(s)” | any Eligible Person(s) selected by the Board to participate in the 2023 Share Award Scheme |
| “Service Provider(s)” | any person who, or entity which, provides services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group or which will contribute significantly to the growth of the Group’s financial or business performance, including independent contractors, consultants, agents, advisers and suppliers engaged to provide services in relation to research and development, engineering or technical contribution, the design or development or distribution of products/services provided by the Group, product commercialisation, marketing, innovation upgrading, strategic/commercial planning on corporate image and investor relations in investment environment of the Group, as determined by the Board in its sole and absolute discretion, provided that any (i) placing agents or financial advisers providing advisory services for fundraising, mergers or acquisitions; and (ii) professional service providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity should not be Service Providers |

---

# Definition

| Term | Definition |
| :--- | :--- |
| “SFO” | the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time |
| “Shanghai Tencent Information” | Shanghai Tencent Information Technology Company Limited |
| “Share(s)” | ordinary share(s) of HKD0.00002 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time) |
| “Shenzhen Tencent Cyber” | Shenzhen Tencent Cyber Technology Company Limited |
| “Shenzhen Tencent Information” | Shenzhen Tencent Information Technology Company Limited |
| “Shenzhen Tencent Network” | Shenzhen Tencent Network Information Technology Company Limited |
| “Shenzhen Tencent Tianyou” | Shenzhen Tencent Tianyou Technology Company Limited |
| “Shiji Kaixuan” | Shenzhen Shiji Kaixuan Technology Company Limited |
| “SKT CFC” | the co-operation framework contract dated 28 February 2004 entered into between Cyber Tianjin and Shiji Kaixuan |
| “SKT Co-operation Committee” | the co-operation committee established under the SKT CFC |
| “SOFR” | Secured Overnight Financing Rate |
| “SSV & CPP” | Sustainable Social Value and Common Prosperity Programmes |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Supercell” | Supercell Oy, a non wholly-owned subsidiary of the Company which is a private company incorporated in Finland |
| “TCS CFC” | the co-operation framework contract dated 28 February 2004 entered into between Tencent Technology and Tencent Computer |
| “TCS Co-operation Committee” | the co-operation committee established under the TCS CFC |

---

# Definition

| Term | Definition |
| :--- | :--- |
| “Tencent Beijing” | Tencent Technology (Beijing) Company Limited |
| “Tencent Chengdu” | Tencent Technology (Chengdu) Company Limited |
| “Tencent Computer” | Shenzhen Tencent Computer Systems Company Limited |
| “Tencent Enterprise Management” | Shenzhen Tencent Enterprise Management Limited |
| “Tencent Music” | Tencent Music Entertainment Group, a non wholly-owned subsidiary of the Company which is incorporated in the Cayman Islands with limited liability and the shares of which are listed on the New York Stock Exchange and the Stock Exchange |
| “Tencent Shanghai” | Tencent Technology (Shanghai) Company Limited |
| “Tencent Technology” | Tencent Technology (Shenzhen) Company Limited |
| “Tencent Wuhan” | Tencent Technology (Wuhan) Company Limited |
| “TIBOR” | Tokyo InterBank Offered Rate |
| “ToB” | Product/Service provided to business customers |
| “Trust Deed” | a trust deed entered into between the Company and the Trustee (as restated, supplemented and amended from time to time) in respect of the appointment of the Trustee for the administration of the 2023 Share Award Scheme |
| “Trustee” | an independent trustee appointed by the Company for managing the 2023 Share Award Scheme |
| “United States” | the United States of America |
| “USD” | the lawful currency of the United States |
| “VAS” | value-added services |

---

# Definition

| Term | Definition |
| :--- | :--- |
| “WFOEs” | Tencent Technology, Cyber Tianjin, Tencent Beijing, Shenzhen Tencent Information, Tencent Chengdu, Chongqing Tencent Information, Shanghai Tencent Information, Tencent Shanghai, Tencent Wuhan, Hainan Network, Guangzhou Tencent Technology, Shenzhen Tencent Network, Guian New Area Tencent Cyber, Cyber Shenzhen, Wuhan Tencent Information, Guangzhou Tencent Computer, Hangzhou Tencent Information, Yizheng Cyber and Shenzhen Tencent Cyber |
| “Wuhan Tencent Information” | Wuhan Tencent Information Technology Company Limited |
| “Yizheng Cyber” | Yizheng Tencent Cyber Company Limited |

---

# Tencent 腾讯
Website: www.tencent.com

## Tencent Group Head Office
Tencent Binhai Towers, No. 33 Haitian 2nd Road
Nanshan District, Shenzhen, the PRC

**Zipcode**: 518054
**Telephone**: 86-755-86013388

## Tencent Holdings Limited Hong Kong Office
29/F., Three Pacific Place
No. 1 Queen's Road East
Wanchai, Hong Kong

**Telephone**: 852-21795122