IHS Holding Ltd 2025年年度报告和过渡报告

FORM20-F IHS Holding Limited Not Applicable(Translation of Registrant’s Name into English) Title of Each ClassOrdinary shares, par value $0.30 per share Securities registered or to be registered pursuant to Section12(g)of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section15(d)of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report:333,440,937ordinary shares If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of1934.Yes☐No☒ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 from their obligations Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □ ☐U.S.GAAP☒International Financial Reporting Standardsas issued by the International Accounting Standards Board☐Other If“Other”has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ CONTENTS PageABOUT THIS ANNUAL REPORT1MARKET AND INDUSTRY DATA1TRADEMARKS, SERVICE MARKS AND TRADE NAMES1PRESENTATION OF FINANCIAL AND OTHER INFORMATION2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3CERTAIN DEFINED TERMS5PART I10ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS10ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE10ITEM 3. KEY INFORMATION10A. Reserved10B. Capitalization and Indebtedness10C. Reasons for the Offer and Use of Proceeds10D. Risk Factors10ITEM 4. INFORMATION ON THE COMPANY.59A. History and Development of the Company59B. Business Overview60C. Organizational Structure85D. Property, Plants and Equipment86ITEM 4A. UNRESOLVED STAFF COMMENTS86ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS86A. Operating Results86B. Liquidity and Capital Resources106C. Research and Development, Patents and Licenses, etc.116D. Trend Information116E. Critical Accounting Estimates116ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES116A. Directors and Senior Management116B. Compensation120C. Board Practices122D. Employees125E. Share Ownership126F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation126ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS126A. Major Shareholders126B. Related Party Transactions129C. Interests of Experts and Counsel131ITEM 8. FINANCIAL INFORMATION131A. Consolidated Statements and Other Financial Information131B. Significant Changes132ITEM 9. THE OFFER AND LISTING132A. Offer and Listing Details132B. Plan of Distribution132C. Markets132D. Selling Shareholders132E. Dilution132F. Expenses of the Issue132ITEM 10. ADDITIONAL INFORMATION132A. Share Capital132B. Memorandum and Articles of Association133C. Material Contracts133D. Exchange Controls136E. Taxation136F. Dividends and Paying Agents142G. Statement by Experts142H. Documents on Display142 I. Subsidiary Information142J. Annual Report to