周大福创建(00659) - 2019 - 中期财报

Financial Highlights Revenue, profit, and basic EPS declined, net debt ratio increased, but robust cash and bank balances were maintained Financial Highlights for the Six Months Ended December 31, 2018 | Metric | 2018 (HK$ Million) | 2017 (HK$ Million) | | :------------------------------- | :----------------- | :----------------- | | Revenue | 14,188.0 | 18,076.9 | | Profit Attributable to Company Shareholders | 2,274.3 | 2,478.1 | | Basic Earnings Per Share | HK$0.58 | HK$0.64 | | Payout Ratio | 50% | 50% | Financial Position as of December 31, 2018 (HK$ Million) | Metric | Dec 31, 2018 | Jun 30, 2018 | | :--------------- | :----------- | :----------- | | Net Debt | 5,539.8 | 3,518.0 | | Total Assets | 76,749.6 | 78,138.6 | | Net Assets | 49,434.9 | 50,123.8 | | Shareholders' Equity | 49,249.3 | 49,950.0 | | Net Assets Per Share | HK$12.67 | HK$12.86 | | Net Debt Ratio | 11% | 7% | Chairman's Statement The Chairman emphasizes the Group's need for flexibility, business optimization, and new growth opportunities in a dynamic environment to enhance value and achieve sustainable development - The Group will continue to optimize its business portfolio and actively seek new businesses with growth potential to enhance corporate value and achieve sustainable and balanced development[5] - The Group firmly believes in China's promising development prospects and will prudently expand its diversified businesses in Greater China under pragmatic management principles[5] Management Discussion and Analysis Operating profit attributable to the Group decreased by 9% due to RMB depreciation, reclassification of Beijing Capital International Airport investment, and increased convention center franchise fees, despite solid growth in core operations Group Overview For the six months ended December 31, 2018, the Group's operating profit decreased by 9% to HK$2,431.9 million, with shareholders' profit down 8% and basic EPS down 9%, while net debt ratio rose to 11% Segment Contribution to Operating Profit (HK$ Million) | Segment | 2018 | 2017 | | :------ | :------ | :------ | | Infrastructure | 1,968.4 | 2,025.3 | | Services | 463.5 | 656.8 | | Total | 2,431.9 | 2,682.1 | - Operating profit attributable to the Group decreased by 9%, primarily due to RMB depreciation, reclassification of Beijing Capital International Airport investment as a financial asset, and increased franchise fees and capital expenditure provisions for the Hong Kong Convention and Exhibition Centre's new operating agreement[177] - Profit attributable to shareholders decreased by 8% year-on-year to HK$2,274.3 million, with basic earnings per share declining by 9% to HK$0.58[179] - The net debt ratio increased from 7% as of June 30, 2018, to 11% as of December 31, 2018, mainly due to investments/advances to joint ventures and associates and final dividend payments[179][295] - Total cash and bank balances increased to HK$7,275.6 million (June 30, 2018: HK$6,656.6 million), and the issuance of US$1 billion perpetual capital securities in January 2019 further strengthened financial position[179][295] Operations Review – Infrastructure Infrastructure segment operating profit slightly decreased by 3% to HK$1,968.4 million, impacted by RMB depreciation in roads and reclassification of Beijing Capital International Airport investment, while environmental business grew significantly due to one-off gains, logistics remained stable, and aviation expanded its fleet Roads Roads business operating profit decreased by 8% to HK$948.5 million due to RMB fluctuations, but increased by 6% excluding exchange rate impacts, with stable traffic growth and expanded presence in Hubei and Hunan Roads Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :---- | :------ | | Roads | 948.5 | 1,027.8 | | % Change | (8)% | | - Roads business operating profit decreased by 8% to HK$948.5 million, primarily due to RMB fluctuations; excluding exchange rate impact, profit increased by 6%[182] - Average daily traffic volume on major expressways (Hangzhou Ring Road, Tangjin, Guangzhou Northern Ring Road, Jingzhu Guangzhou Section) showed stable growth, up to 18%, with Greater Bay Area expressways seeing traffic growth up to 28%[182] - Completed acquisition of 30% interest in Hubei Suiyue South Expressway (January 2018) and 40% interest in Hunan Suiyue Expressway (December 2018), expanding into Hunan Province[182] Environment Environmental business operating profit surged by 53% to HK$449.6 million, driven by a one-off fair value gain from SUEZ NWS, with robust growth in waste management, water treatment, and renewable energy projects Environmental Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :---- | :---- | | Environment | 449.6 | 293.8 | | % Change | 53% | | - Operating profit increased by 53% to HK$449.6 million, mainly due to a one-off fair value gain of HK$232.5 million from SUEZ NWS[183] - SUEZ NWS saw a 6% increase in waste treatment volume and a 2% increase in drinking water and wastewater treatment volume, expanding waste management services to Jiangsu Province, with hazardous waste-to-energy plants and Hong Kong's first food waste treatment plant commencing operations in Q4 2018[183] - Derun Environment secured new waste-to-energy contracts in Chongqing and Henan Province, expanded into Chengdu river restoration, and mobilized construction of a new water plant with a daily capacity of 400,000 cubic meters[183] - To diversify its energy investment portfolio, the Group expanded its renewable energy business into Europe, forming a joint investment platform, ForVEI II S.r.l., in Italy, focusing on solar assets[183] Logistics Logistics business operating profit remained stable at HK$338.5 million, with Asia Container Terminal achieving 99.4% occupancy, and China Railway International Container benefiting from the "Belt and Road" initiative with 26% throughput growth Logistics Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :---- | :---- | | Logistics | 338.5 | 338.5 | | % Change | – | | - Logistics business operating profit remained stable at HK$338.5 million[184] - Average occupancy rate of Asia Container Terminal increased from 96.3% to 99.4%[184] - China Railway International Container Co., Ltd. saw throughput grow by 26% year-on-year to 1.72 million TEUs, but its share of operating profit decreased due to the cancellation of a special settlement income policy[184] Aviation Aviation business operating profit decreased by 37% to HK$231.8 million, mainly due to the reclassification of Beijing Capital International Airport investment, while Goshawk's acquisition of Sky Aviation significantly expanded its fleet to 216 aircraft Aviation Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :---- | :---- | | Aviation | 231.8 | 365.2 | | % Change | (37)% | | - Aviation business operating profit decreased by 37%, primarily due to the reduction and reclassification of Beijing Capital International Airport investment as a financial asset[185] - Commercial aircraft leasing platform Goshawk completed the acquisition of Sky Aviation, becoming a top ten global aircraft lessor with a fleet of 216 aircraft and a market value of US$11.1 billion[185] - Goshawk's fleet expanded from 111 to 166 aircraft, with narrow-body aircraft accounting for 85%, an average age of 3.7 years, and a customer base covering 62 airlines in 33 countries[185] Operations Review – Services Services segment operating profit decreased by 29% to HK$463.5 million, primarily due to facility management (new convention center agreement) and transport (rising operating costs, delayed fare adjustments), while construction performed strongly and strategic investments recorded a loss Facility Management Facility management business recorded an operating loss of HK$146.8 million, a 74% decrease, mainly due to increased franchise fees and capital expenditure provisions for the convention center, while duty-free operations stabilized and Gleneagles Hospital narrowed its operating loss Facility Management Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :------ | :----- | | Facility Management | (146.8) | (84.4) | | % Change | (74)% | | - Convention Centre's share of operating profit decreased, mainly due to increased franchise fees and provisions for committed capital expenditures under the new operating agreement[188] - Duty-free business losses stabilized, with a new store opened at the Hong Kong-Zhuhai-Macao Bridge, expected to contribute positively[188] - Gleneagles Hospital's operating loss continued to narrow, with increasing outpatient and inpatient numbers, and a satellite clinic planned for Central in Q1 2019[188] Construction and Transport Construction business operating profit grew significantly by 38% to HK$655.4 million, driven by improved gross margins and project progress, with a total contract value of HK$39.1 billion, while transport business turned to loss due to rising operating costs and delayed fare adjustments Construction and Transport Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :---- | :---- | | Construction and Transport | 629.4 | 606.6 | | % Change | 4% | | - Construction business operating profit increased by 38% to HK$655.4 million, with a total contract value of approximately HK$39.1 billion and projects to be completed valued at approximately HK$22.1 billion[189] - Associate KTSPL was awarded the design, build, and operate contract for Kai Tak Sports Park, with a total construction contract value of HK$29.993 billion, and Hip Hing Construction will provide construction management services for a fixed fee of HK$1.4 billion plus a share of project cost savings[189][290] - Transport business turned from profit to loss, mainly due to rising operating expenses and delayed approval for Citybus/New World First Bus fare adjustments, but performance is expected to improve after the fare increase on January 20, 2019[189] Strategic Investments Strategic investments recorded an operating loss of HK$19.1 million, primarily from certain one-off items, compared to a profit of HK$134.6 million in the prior period Strategic Investments Business Operating Profit (HK$ Million) | Year | 2018 | 2017 | | :--- | :------ | :----- | | Strategic Investments | (19.1) | 134.6 | | % Change | (114)% | | - Strategic investments business operating loss primarily resulted from certain one-off items[190] Business Outlook Facing global economic slowdown and trade uncertainties, the Group remains confident in China's economic prospects, continuing to optimize its business portfolio through asset disposals and strategic acquisitions to enhance value and cash flow - Global economic slowdown and Sino-US trade disputes exacerbate external uncertainties, yet mainland China's economy maintains steady progress, offering development opportunities for the market[191] - The Group will actively evaluate opportunities, optimize its business portfolio through asset disposals, and expand businesses aligned with its corporate philosophy, such as acquiring FTLife Insurance to grow its insurance segment and leverage Greater Bay Area resources[192] - Core businesses (roads, environment, construction) maintain a solid foundation and stable operations, with new projects and contracts (e.g., Kai Tak Sports Park) strengthening future growth prospects[191] Independent Auditor's Review Report PricewaterhouseCoopers reviewed the Group's interim financial information for the six months ended December 31, 2018, concluding no material matters indicating non-compliance with HKAS 34 - Independent auditor PricewaterhouseCoopers has reviewed the interim financial information and confirmed its compliance in all material respects with Hong Kong Accounting Standard 34 "Interim Financial Reporting"[195] - The review scope is less than an audit, thus no audit opinion is expressed, but no non-compliance issues were identified[194] Condensed Consolidated Financial Statements This section presents the Group's unaudited condensed consolidated financial statements, including the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, and cash flow statement, reflecting financial performance and position for the six months ended December 31, 2018 Condensed Consolidated Income Statement – Unaudited For the six months ended December 31, 2018, the Group's revenue was HK$14,188.0 million, a decrease from the prior period, with profit attributable to company shareholders at HK$2,274.3 million and basic earnings per share at HK$0.58 Condensed Consolidated Income Statement Key Data (HK$ Million) | Metric | 2018 | 2017 | | :------------------------------- | :--------- | :--------- | | Revenue | 14,188.0 | 18,076.9 | | Gross Profit | 1,516.6 | 1,942.4 | | Operating Profit | 1,358.8 | 1,816.6 | | Profit Before Income Tax | 2,644.2 | 2,913.3 | | Profit for the Period | 2,290.7 | 2,503.6 | | Profit Attributable to Company Shareholders | 2,274.3 | 2,478.1 | | Basic Earnings Per Share | HK$0.58 | HK$0.64 | Condensed Consolidated Statement of Comprehensive Income – Unaudited For the six months ended December 31, 2018, the Group's profit for the period was HK$2,290.7 million, but total comprehensive income significantly decreased to HK$708.7 million due to negative impacts from currency translation differences and cash flow hedges Condensed Consolidated Statement of Comprehensive Income Key Data (HK$ Million) | Metric | 2018 | 2017 | | :------------------------------- | :-------- | :-------- | | Profit for the Period | 2,290.7 | 2,503.6 | | Currency Translation Differences | (1,316.5) | 1,233.0 | | Cash Flow Hedges | (222.0) | 41.8 | | Total Comprehensive Income for the Period | 708.7 | 3,850.1 | | Total Comprehensive Income Attributable to Company Shareholders | 696.8 | 3,831.1 | Condensed Consolidated Statement of Financial Position – Unaudited As of December 31, 2018, the Group's total assets were HK$76,749.6 million, slightly down from June 30, 2018, with shareholders' equity at HK$49,249.3 million and total liabilities at HK$27,314.7 million, and a significant portion of non-current assets in investments in associates and joint ventures Condensed Consolidated Statement of Financial Position Key Data (HK$ Million) | Metric | Dec 31, 2018 | Jun 30, 2018 | | :--------------- | :----------- | :----------- | | Total Assets | 76,749.6 | 78,138.6 | | Shareholders' Equity | 49,249.3 | 49,950.0 | | Total Liabilities | 27,314.7 | 28,014.8 | | Total Non-Current Assets | 54,648.2 | 55,507.4 | | Total Current Assets | 22,101.4 | 19,267.2 | | Total Non-Current Liabilities | 12,604.1 | 11,806.7 | | Total Current Liabilities | 14,710.6 | 12,995.0 | Condensed Consolidated Statement of Changes in Equity – Unaudited For the six months ended December 31, 2018, the Group's total shareholders' equity was HK$49,249.3 million, with total comprehensive income of HK$696.8 million and dividends paid of HK$1,794.7 million, and an initial HKFRS 9 adoption adjustment of HK$310 million to opening reserves Condensed Consolidated Statement of Changes in Equity Key Data (HK$ Million) | Metric | Dec 31, 2018 | Jul 1, 2018 (Restated) | | :----------------------------------- | :----------- | :--------------------- | | Share Capital | 3,902.7 | 3,896.5 | | Share Premium | 17,710.5 | 17,629.5 | | Retained Earnings Attributable to Shareholders | 28,412.0 | 27,932.3 | | Other Reserves | (775.9) | 801.7 | | Total Shareholders' Equity | 49,249.3 | 50,260.0 | | Total Comprehensive Income Attributable to Company Shareholders | 696.8 | N/A | | Dividends Paid to Company Shareholders | (1,794.7) | N/A | - Initial adoption of HKFRS 9 resulted in an adjustment of HK$310 million to opening reserves as of July 1, 2018[200] Condensed Consolidated Cash Flow Statement – Unaudited For the six months ended December 31, 2018, net cash from operating activities was HK$1,532.0 million, with net cash outflow from investing activities of HK$1,766.5 million, and net cash from financing activities of HK$904.8 million, resulting in cash and cash equivalents of HK$7,262.2 million at period-end Condensed Consolidated Cash Flow Statement Key Data (HK$ Million) | Metric | 2018 | 2017 | | :----------------------------------- | :-------- | :-------- | | Net Cash Generated from Operating Activities | 1,532.0 | 1,278.8 | | Net Cash (Used in) / Generated from Investing Activities | (1,766.5) | 19.6 | | Net Cash Generated from / (Used in) Financing Activities | 904.8 | (1,398.6) | | Net Increase / (Decrease) in Cash and Cash Equivalents | 670.3 | (100.2) | | Cash and Cash Equivalents at End of Period | 7,262.2 | 6,406.7 | - Net cash outflow from investing activities was primarily due to an increase of HK$2,469.4 million in investments and advances to joint ventures[203] Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed notes to the interim financial statements, covering general information, accounting policies, financial risk management, segment and geographical revenue, asset and liability changes, dividend policy, commitments, financial guarantees, related party transactions, and post-balance sheet events General Information NWS Holdings Limited is an investment holding company incorporated in Bermuda, primarily engaged in the development, investment, operation, and management of infrastructure and services businesses, listed on the Hong Kong Stock Exchange - The Company's principal business is investment holding, with subsidiaries engaged in infrastructure (roads, environment, aviation, port logistics) and services (facility management, duty-free, healthcare, construction, transport, strategic investments)[205] Basis of Preparation and Accounting Policies The interim financial statements are prepared in accordance with HKAS 34 and Appendix 16 of the Listing Rules, with accounting policies consistent with the 2018 annual report, except for HKFRS 9 adoption, and new standards like HKFRS 16 are expected to increase assets and financial liabilities - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and Appendix 16 of the Hong Kong Listing Rules[206] - The Group has adopted Hong Kong Financial Reporting Standard 9 "Financial Instruments" and assessed the impact of HKFRS 16 "Leases," which is expected to increase assets and financial liabilities on the statement of financial position[209][213] Changes in Accounting Policies The Group adopted HKFRS 9 "Financial Instruments," changing financial asset classification and measurement, introducing a forward-looking expected credit loss impairment model, and aligning hedge accounting with risk management practices, with no significant impact on operating results but adjustments to opening reserves Investments and Other Financial Assets Effective July 1, 2018, financial assets are classified and measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss, leading to reclassification of available-for-sale financial assets and a HK$310 million fair value gain recognized in opening reserves - Effective July 1, 2018, financial assets are classified as amortized cost, fair value through other comprehensive income, and fair value through profit or loss[216] Impact of HKFRS 9 Adoption (HK$ Million) | Metric | Jun 30, 2018 | Upon Adoption of HKFRS 9 | Jul 1, 2018 (Restated) | | :------------------------- | :----------- | :----------------------- | :--------------------- | | Available-for-sale financial assets | 6,556.6 | (6,556.6) | – | | Financial assets at fair value through profit or loss | – | 3,305.5 | 3,305.5 | | Financial assets at fair value through other comprehensive income | – | 3,561.1 | 3,561.1 | | Reserves | 46,053.5 | 310.0 | 46,363.5 | | – Investment revaluation reserve | (874.8) | 874.8 | – | | – Fair value through other comprehensive income reserve | – | (978.8) | (978.8) | | – Retained earnings | 27,518.3 | 414.0 | 27,932.3 | - A fair value gain of HK$310 million was recognized in the fair value through other comprehensive income reserve upon adoption of HKFRS 9 on July 1, 2018[220] Impairment of Financial Assets Effective July 1, 2018, the Group adopted a forward-looking expected credit loss model for financial asset impairment, which had no significant impact on operating results or financial position - Effective July 1, 2018, the Group assesses expected credit losses on a forward-looking basis, with no significant impact on operating results and financial position[222] Hedge Accounting New hedge accounting rules align more closely with risk management practices but had no significant impact on the accounting treatment of the Group's hedging relationships - New hedge accounting rules align more closely with risk management practices and have no significant impact on the accounting for the Group's hedging relationships[223] Financial Risk Management and Fair Value Estimation The Group's operations involve market, credit, and liquidity risks, with no significant changes in risk management policies since the last year-end, and financial instrument fair value estimates are classified using a three-level hierarchy Financial Risk Factors The Group's operations are exposed to market risks (interest rate, foreign exchange, and price risks), credit risk, and liquidity risk, with no significant changes in risk management policies since the last year-end - The Group's operations involve market risks (interest rate risk, foreign exchange risk, and price risk), credit risk, and liquidity risk[224] - Risk management policies have not undergone any significant changes since the last year-end[224] Fair Value Estimation The Group's financial instrument fair value estimates are classified using a three-level hierarchy, with HK$3,526.6 million in financial assets at fair value through OCI and HK$3,241.3 million at fair value through P&L as of December 31, 2018, and significant movements in Level 3 instruments due to HKFRS 9 adoption - Fair value estimates for financial instruments are classified using a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[225] Financial Instruments Measured at Fair Value (HK$ Million) | Asset Class | Level 1 | Level 2 | Level 3 | Total | | :------------------------------- | :------ | :------ | :------ | :------ | | Financial assets at fair value through other comprehensive income | | | | | | Equity securities | 2,971.3 | 321.2 | – | 3,292.5 | | Debt securities | 234.1 | – | – | 234.1 | | Financial assets at fair value through profit or loss | | | | | | Equity securities | – | 48.5 | 210.1 | 258.6 | | Debt securities | – | 1,406.0 | 1,576.7 | 2,982.7 | | Derivative financial instruments | – | 1.1 | – | 1.1 | | Total | 3,205.4 | 1,776.8 | 1,786.8 | 6,769.0 | Level 3 Financial Instruments Movements / Transfers (HK$ Million) | Metric | Available-for-sale financial assets | Financial assets at fair value through other comprehensive income | Financial assets at fair value through profit or loss | Derivative financial liabilities | | :------------------------- | :------------------ | :---------------------------------------------- | :------------------------------------ | :----------------------- | | As at Jul 1, 2018 | 1,413.9 | – | – | (13.1) | | Impact of initial adoption of HKFRS 9 | (1,413.9) | 317.3 | 1,406.6 | – | | As at Jul 1, 2018, restated | – | 317.3 | 1,406.6 | (13.1) | | Transfers (to) / from Level 2 | – | (317.3) | 415.9 | – | | Additions | – | – | 652.8 | – | | Disposals | – | – | (631.4) | – | | (Loss) / gain recognized in condensed consolidated income statement | – | – | (48.8) | 2.9 | | As at Dec 31, 2018 | – | – | 1,786.8 | (10.2) | Revenue and Segment Information The Group's revenue primarily stems from construction and transport, facility management, and roads businesses, with performance assessed across seven operating segments; total revenue for the period was HK$14,188.0 million, with Hong Kong contributing HK$12,365.8 million and mainland China HK$1,331.4 million Reportable Segment Information The Group's operating segments include roads, environment, logistics, aviation, facility management, construction and transport, and strategic investments, with construction and transport contributing HK$10,644.2 million in revenue and infrastructure HK$1,968.4 million in operating profit for the six months ended December 31, 2018 Revenue Segment Analysis (HK$ Million) | Segment | 2018 | 2017 | | :--------------- | :--------- | :--------- | | Roads | 1,288.5 | 1,328.3 | | Aviation | 161.6 | – | | Facility Management | 2,093.7 | 3,577.4 | | Construction and Transport | 10,644.2 | 13,171.2 | | Total | 14,188.0 | 18,076.9 | Segment Contribution to Operating Profit (HK$ Million) | Segment | 2018 | 2017 | | :--------------- | :------ | :------ | | Roads | 948.5 | 1,027.8 | | Environment | 449.6 | 293.8 | | Logistics | 338.5 | 338.5 | | Aviation | 231.8 | 365.2 | | Facility Management | (146.8) | (84.4) | | Construction and Transport | 629.4 | 606.6 | | Strategic Investments | (19.1) | 134.6 | | Total | 2,431.9 | 2,682.1 | Adjustments to Share of Operating Profit of Associates and Joint Ventures Share of operating profit from associates was HK$604.5 million and from joint ventures was HK$883.3 million, adjusted to HK$596.2 million and HK$899.9 million respectively after corporate and non-operating items Adjustments to Share of Operating Profit and Results of Associates and Joint Ventures (HK$ Million) | Metric | Associates (2018) | Associates (2017) | Joint Ventures (2018) | Joint Ventures (2017) | | :--------------------- | :---------------- | :---------------- | :---------------- | :---------------- | | Share of operating profit | 604.5 | 444.7 | 883.3 | 927.3 | | Corporate and non-operating items | (8.3) | (92.5) | 16.6 | (17.4) | | Share of results of associates and joint ventures | 596.2 | 352.2 | 899.9 | 909.9 | Geographical Information The Group's revenue primarily originated from Hong Kong (HK$12,365.8 million) and mainland China (HK$1,331.4 million), with non-current assets concentrated in mainland China (HK$10,671.6 million) and Hong Kong (HK$7,768.3 million, and infrastructure operations in mainland China mainly conducted through associates and joint ventures Revenue by Geographical Region (HK$ Million) | Region | 2018 Revenue | 2017 Revenue | | :----------- | :----------- | :----------- | | Hong Kong | 12,365.8 | 16,407.1 | | Mainland China | 1,331.4 | 1,381.5 | | Global & Other | 490.8 | 288.3 | | Total | 14,188.0 | 18,076.9 | Non-Current Assets by Geographical Region (HK$ Million) | Region | Dec 31, 2018 | Jun 30, 2018 | | :----------- | :----------- | :----------- | | Hong Kong | 7,768.3 | 7,628.5 | | Mainland China | 10,671.6 | 11,598.9 | | Global & Other | 75.0 | 81.7 | | Total | 18,514.9 | 19,309.1 | - The Group's infrastructure segment primarily operates its businesses in mainland China through associates and joint ventures[242] Other Income / Gains (Net) Net other income/gains for the period was HK$476.7 million, a decrease from HK$594.9 million in the prior period, primarily from profits on disposal of subsidiaries and assets held for sale, and interest income, partially offset by fair value losses on financial assets and partial disposal losses of an associate Other Income / Gains (Net) (HK$ Million) | Item | 2018 | 2017 | | :------------------------- | :------ | :------ | | Profit on disposal of subsidiaries | 140.1 | – | | Profit on disposal of assets held for sale | 67.6 | – | | Profit on disposal of financial assets at fair value through profit or loss | 60.4 | – | | Fair value gain on investment properties | 33.7 | 55.0 | | Interest income | 137.0 | 100.5 | | Dividend income | 64.1 | 35.2 | | Fair value loss on financial assets at fair value through profit or loss | (109.2) | – | | Loss on partial disposal of an associate | (54.2) | – | | Total | 476.7 | 594.9 | Operating Profit The Group's operating profit for the period included gross rental income from investment properties of HK$24 million (net of expenses) and was reduced by costs of inventories sold, services provided, depreciation, and amortization of intangible franchise rights Operating Profit Items Included and Deducted (HK$ Million) | Item | 2018 | 2017 | | :----------------- | :--------- | :--------- | | Included: | | | | Gross rental income from investment properties | 31.2 | 30.0 | | Less: Expenses | (7.2) | (7.4) | | Net Income | 24.0 | 22.6 | | Deducted: | | | | Cost of inventories sold | 1,188.4 | 1,191.8 | | Cost of services provided | 11,483.0 | 14,942.7 | | Depreciation | 286.1 | 277.6 | | Amortisation of intangible franchise rights | 416.3 | 427.4 | | Amortisation of intangible assets | 16.5 | 16.5 | | Operating lease rental expenses – properties | 133.2 | 129.1 | Income Tax Expense Total income tax expense for the period was HK$353.5 million, a decrease from HK$409.7 million in the prior period, with Hong Kong profits tax at 16.5%, mainland China and overseas taxes at 12% to 25%, and dividend withholding tax of HK$57.3 million Income Tax Expense (HK$ Million) | Item | 2018 | 2017 | | :----------------- | :------ | :------ | | Hong Kong profits tax | 121.0 | 118.6 | | Mainland China and overseas tax | 289.6 | 264.7 | | Deferred income tax (credit) / expense | (57.1) | 26.4 | | Total | 353.5 | 409.7 | - Dividend withholding tax of HK$57.3 million has been included in the income tax amount[249] Earnings Per Share Basic earnings per share for the period was HK$0.58, down from HK$0.64 in the prior period, with diluted earnings per share calculated considering the impact of share options and a weighted average of 3,900,704,160 shares Earnings Per Share Calculation (HK$ Million/Share) | Metric | Dec 31, 2018 | Dec 31, 2017 | | :--------------------- | :------------ | :------------ | | Profit Attributable to Company Shareholders | 2,274.3 | 2,478.1 | | Weighted average number of shares for basic EPS | 3,898,457,613 | 3,891,289,900 | | Basic Earnings Per Share | HK$0.58 | HK$0.64 | | Weighted average number of shares for diluted EPS | 3,900,704,160 | 3,892,489,767 | Investment Properties As of December 31, 2018, the net book value of the Group's investment properties was HK$1,726.5 million, an increase from HK$1,693.3 million on July 1, 2018, primarily due to a fair value change of HK$33.7 million, with properties revalued by independent professional valuers Investment Property Movements (HK$ Million) | Item | Hong Kong Commercial Properties | Macau Commercial Properties | Mainland China Residential Properties | Total | | :------------- | :------------------------------ | :-------------------------- | :------------------------------------ | :------ | | As at Jul 1, 2018 | 1,648.0 | 30.9 | 14.4 | 1,693.3 | | Fair value change | 33.0 | 0.7 | – | 33.7 | | Exchange differences | – | – | (0.5) | (0.5) | | As at Dec 31, 2018 | 1,681.0 | 31.6 | 13.9 | 1,726.5 | - Investment properties were revalued by independent professional valuers, Savills Valuation and Professional Services (Hong Kong) Limited and Savills (Macau) Limited, as of December 31, 2018, based on market value or income approach[252] Property, Plant and Equipment As of December 31, 2018, the net book value of property, plant and equipment was HK$5,497.2 million, a slight increase from HK$5,370.3 million on June 30, 2018, with additions of HK$429.9 million and depreciation of HK$286.1 million during the period Property, Plant and Equipment Net Book Value (HK$ Million) | Year | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Net Book Value | 5,497.2 | 5,370.3 | - Additions to property, plant and equipment amounted to HK$429.9 million, and depreciation was HK$286.1 million during the period[254] Intangible Franchise Rights As of December 31, 2018, the net book value of intangible franchise rights was HK$10,556.0 million, a decrease from HK$11,491.9 million on June 30, 2018, primarily due to exchange differences (HK$761.9 million) and amortization (HK$416.3 million) Intangible Franchise Rights Movements (HK$ Million) | Item | Amount | | :------------- | :------- | | Cost as at Jul 1, 2018 | 19,143.8 | | Exchange differences | (761.9) | | Cost as at Dec 31, 2018 | 18,256.4 | | Accumulated amortisation and impairment as at Jul 1, 2018 | 7,651.9 | | Amortisation | 416.3 | | Exchange differences | (303.4) | | Accumulated amortisation and impairment as at Dec 31, 2018 | 7,700.4 | | Net book value as at Dec 31, 2018 | 10,556.0 | | Net book value as at Jun 30, 2018 | 11,491.9 | Intangible Assets As of December 31, 2018, the net book value of intangible assets was HK$735.2 million, a slight decrease from HK$753.6 million on June 30, 2018, comprising goodwill of HK$406.7 million and other intangible assets of HK$328.5 million, with amortization of HK$16.5 million during the period Intangible Assets Net Book Value (HK$ Million) | Item | Goodwill | Other | Total | | :------------- | :------- | :---- | :---- | | Net book value as at Dec 31, 2018 | 406.7 | 328.5 | 735.2 | | Net book value as at Jun 30, 2018 | 408.6 | 345.0 | 753.6 | - Amortization of intangible assets amounted to HK$16.5 million during the period[256] Associates As of December 31, 2018, the Group's investment in associates increased to HK$14,593.6 million from HK$13,763.0 million on June 30, 2018, including listed and unlisted equity shares, goodwill, and receivables, with a one-off fair value gain of HK$232.5 million from SUEZ NWS, and management believes there are no impairment indicators Investments in Associates (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Group's share of net assets | 11,851.5 | 11,553.4 | | Goodwill | 374.6 | 390.2 | | Amounts receivable | 2,367.5 | 1,819.4 | | Total | 14,593.6 | 13,763.0 | - The Group's share of a one-off fair value gain from associate SUEZ NWS was approximately HK$232.5 million during the period[258] - The Group has pledged its 30% equity interest in Hubei Suiyue South Expressway as collateral for a bank loan[258] Joint Ventures As of December 31, 2018, the Group's investment in joint ventures decreased to HK$13,901.0 million from HK$15,008.3 million on June 30, 2018, covering infrastructure, port, logistics, and commercial aircraft leasing projects, with management believing there are no impairment indicators Investments in Joint Ventures (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Cooperative joint ventures | 3,447.3 | 3,694.1 | | Jointly controlled entities | 4,612.9 | 4,949.2 | | Joint stock companies | 5,840.8 | 6,365.0 | | Total | 13,901.0 | 15,008.3 | - Investments in joint ventures cover various infrastructure, port, logistics, commercial aircraft leasing, and other projects[259] Financial Assets at Fair Value Through Other Comprehensive Income As of December 31, 2018, the Group's financial assets at fair value through other comprehensive income totaled HK$3,526.6 million, comprising HK$2,971.3 million in equity securities listed in Hong Kong, HK$234.1 million in debt securities listed in Hong Kong, and HK$321.2 million in unlisted equity securities Financial Assets at Fair Value Through Other Comprehensive Income (HK$ Million) | Item | Dec 31, 2018 | | :------------- | :----------- | | Equity securities listed in Hong Kong | 2,971.3 | | Debt securities listed in Hong Kong | 234.1 | | Unlisted equity securities | 321.2 | | Total | 3,526.6 | Financial Assets at Fair Value Through Profit or Loss As of December 31, 2018, the Group's financial assets at fair value through profit or loss totaled HK$3,241.3 million, primarily consisting of unlisted equity securities (HK$258.6 million) and unlisted debt securities (HK$2,982.7 million) Financial Assets at Fair Value Through Profit or Loss (HK$ Million) | Item | Dec 31, 2018 | | :------------- | :----------- | | Unlisted equity securities | 258.6 | | Unlisted debt securities | 2,982.7 | | Total | 3,241.3 | Available-for-Sale Financial Assets As of December 31, 2018, the Group had no available-for-sale financial assets, as all related assets were reclassified due to the adoption of HKFRS 9 Available-for-Sale Financial Assets (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Equity securities listed in Hong Kong | – | 3,009.6 | | Debt securities listed in Hong Kong | – | 234.2 | | Unlisted equity securities | – | 2,392.3 | | Unlisted debt securities | – | 920.5 | | Total | – | 6,556.6 | Trade and Other Receivables As of December 31, 2018, total trade and other receivables increased to HK$14,343.6 million from HK$12,148.7 million on June 30, 2018, including trade receivables of HK$1,826.7 million and amounts due from joint ventures of HK$7,039.7 million, with unbilled construction-related receivables of HK$2,880.5 million Trade and Other Receivables (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :--------------------- | :----------- | :----------- | | Trade receivables | 1,826.7 | 2,451.2 | | Other receivables, deposits and prepayments | 3,663.1 | 3,522.4 | | Retention receivables | 1,668.4 | 1,891.4 | | Contract assets | 128.3 | 36.9 | | Amounts due from joint ventures | 7,039.7 | 4,179.1 | | Total | 14,343.6 | 12,148.7 | - Of the trade receivables, HK$1,669.9 million were due within three months, and unbilled construction-related receivables amounted to HK$2,880.5 million[263][264] Assets Held for Sale / Liabilities Directly Associated with Assets Held for Sale The Group completed the disposal of Hip Hing Group on August 21, 2018, for a total consideration of HK$168 million, recognizing a gain on disposal of HK$67.6 million, with Hip Hing Group's assets and liabilities reclassified as held for sale as of June 30, 2018 - The Group completed the disposal of Hip Hing Group on August 21, 2018, for a total consideration of HK$168 million, recognizing a gain on disposal of HK$67.6 million[265] Share Capital As of December 31, 2018, issued and fully paid share capital was HK$3,902.7 million, comprising 3,902,676,440 shares, with 6,169,989 new shares issued during the period due to the exercise of share options, and 35,071,404 unexercised share options under the 2011 scheme Share Capital Movements (HK$ Million/Shares) | Item | Number of Shares | HK$ Million | | :------------- | :--------------- | :---------- | | As at Jul 1, 2018 | 3,896,506,451 | 3,896.5 | | Exercise of share options | 6,169,989 | 6.2 | | As at Dec 31, 2018 | 3,902,676,440 | 3,902.7 | - The share option scheme was adopted on November 21, 2011, for a period of ten years, with the total number of options granted not exceeding 10% of the issued share capital[267] - As of December 31, 2018, the number of unexercised share options was 35,071,404[268] Reserves As of December 31, 2018, total Group reserves were HK$45,346.6 million, restated to HK$46,363.5 million on July 1, 2018, due to HKFRS 9 adoption, and decreased during the period despite HK$2,274.3 million in profit attributable to shareholders, due to negative impacts from currency translation differences and cash flow hedges Reserves Movements (HK$ Million) | Item | Share Premium | Special Reserves | Fair Value Through Other Comprehensive Income Reserve | Exchange Reserve | Retained Earnings | Total | | :------------- | :------------ | :--------------- | :------------------------------------ | :--------------- | :---------------- | :------- | | As at Jul 1, 2018, restated | 17,629.5 | 797.6 | (978.8) | 982.9 | 27,932.3 | 46,363.5 | | Profit attributable to shareholders | – | – | – | – | 2,274.3 | 2,274.3 | | Dividends paid | – | – | – | – | (1,794.7) | (1,794.7)| | Currency translation differences | – | – | – | (1,312.0) | – | (1,312.0)| | Cash flow hedges | – | (222.0) | – | – | – | (222.0) | | As at Dec 31, 2018 | 17,710.5 | 582.4 | (1,015.2) | (343.1) | 28,412.0 | 45,346.6 | - Special reserves include statutory reserves, capital redemption reserve, share option reserve, property revaluation reserve, and cash flow hedge reserve arising from forward foreign exchange contracts, interest rate swaps, and fuel price swaps[270] Borrowings As of December 31, 2018, the Group's total borrowings increased to HK$12,815.4 million from HK$10,174.6 million on June 30, 2018, with non-current borrowings of HK$10,081.0 million and current borrowings of HK$2,734.4 million, primarily unsecured bank loans Borrowings Status (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Non-current borrowings | 10,081.0 | 9,139.6 | | Current borrowings | 2,734.4 | 1,035.0 | | Total | 12,815.4 | 10,174.6 | - Of the non-current borrowings, 29% will mature in the second year, and 71% will mature in the third to fifth years[296] Trade and Other Payables As of December 31, 2018, total trade and other payables were HK$11,325.9 million, a slight decrease from HK$11,384.2 million on June 30, 2018, including trade payables of HK$597.0 million and other payables and accrued expenses of HK$7,308.8 million, with construction-related accrued expenses and provisions of HK$4,655.9 million Trade and Other Payables (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Trade payables | 597.0 | 1,266.4 | | Other payables and accrued expenses | 7,308.8 | 5,814.9 | | Retention payables | 1,270.5 | 1,206.5 | | Contract liabilities | 1,947.7 | 2,867.3 | | Total | 11,325.9 | 11,384.2 | - The balance includes construction-related accrued expenses and provisions of HK$4,655.9 million[273] Dividends The final dividend for the 2018 financial year of HK$1,794.7 million was paid in December 2018, and the Board resolved to declare an interim dividend of HK$0.29 per share for the 2019 financial year, totaling HK$1,132.3 million, payable on April 12, 2019 - The final dividend for the 2018 financial year of HK$1,794.7 million was paid in December 2018[274] - The Board resolved to declare an interim dividend of HK$0.29 per share for the 2019 financial year, totaling HK$1,132.3 million, expected to be paid on April 12, 2019[274] Commitments As of December 31, 2018, the Group's total outstanding capital expenditure commitments significantly increased to HK$23,526.1 million from HK$3,798.2 million on June 30, 2018, primarily due to the HK$21.5 billion acquisition of FTLife Insurance and HK$1,490 million in capital contributions/acquisitions for associates and joint ventures Outstanding Capital Expenditure Commitments (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :--------------------- | :----------- | :----------- | | Property, plant and equipment | 480.7 | 402.3 | | Acquisition of a subsidiary | 21,500.0 | – | | Capital contributions to / acquisitions of associates and joint ventures | 1,490.0 | 2,872.9 | | Other investments | 55.4 | 523.0 | | Total | 23,526.1 | 3,798.2 | - The Group has entered into a share purchase agreement to acquire the entire issued share capital of FTLife Insurance for HK$21.5 billion, which is expected to become an indirect wholly-owned subsidiary upon completion[275] Group's Share of Capital Expenditure Commitments of Joint Ventures (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :------------- | :----------- | :----------- | | Property, plant and equipment | 9,958.7 | 9,651.3 | | Intangible franchise rights | 9.7 | – | | Total | 9,968.4 | 9,651.3 | Financial Guarantee Contracts As of December 31, 2018, the Group's financial guarantee contracts totaled HK$3,851.8 million, primarily for bank credit facilities of associates and joint ventures, and a maximum guarantee of 25% or approximately HK$7.5 billion for associate KTSPL's Kai Tak Sports Park project Financial Guarantee Contracts (HK$ Million) | Item | Dec 31, 2018 | Jun 30, 2018 | | :--------- | :----------- | :----------- | | Associates | 1,706.8 | 1,824.8 | | Joint Ventures | 2,145.0 | 2,136.8 | | Total | 3,851.8 | 3,961.6 | - The Group provides a maximum guarantee of 25% or approximately HK$7.5 billion for associate KTSPL's Kai Tak Sports Park project[278] Notes to the Condensed Consolidated Cash Flow Statement This section provides detailed notes to the condensed consolidated cash flow statement, including a reconciliation of operating profit to net cash generated from operating activities and an analysis of cash flows from the disposal of subsidiaries, including Hip Hing Group Reconciliation of Operating Profit to Net Cash Generated from Operations Operating profit for the period was HK$1,358.8 million, and after adjustments for depreciation, amortization, interest income, fair value changes, disposal gains/losses, and working capital movements, net cash generated from operations was HK$1,861.5 million Reconciliation of Operating Profit to Net Cash Generated from Operations (HK$ Million) | Item | 2018 | 2017 | | :--------------------- | :--------- | :--------- | | Operating Profit | 1,358.8 | 1,816.6 | | Depreciation and amortisation | 718.9 | 721.5 | | Interest income | (137.0) | (100.5) | | Profit on disposal of subsidiaries | (140.1) | – | | Decrease / (increase) in trade and other receivables | 569.1 | (1,415.4) | | (Decrease) / increase in trade and other payables | (375.2) | 793.5 | | Net Cash Generated from Operations | 1,861.5 | 1,654.0 | Disposal of Subsidiaries During the period, the disposal of subsidiaries recognized a net profit of HK$140.1 million, with a total consideration of HK$206.2 million, of which HK$162.1 million was received in cash Net Assets and Profit on Disposal of Subsidiaries (HK$ Million) | Item | Six Months Ended Dec 31, 2018 | | :------------- | :---------------------------- | | Net assets disposed of | 66.1 | | Net profit on disposal | 140.1 | | Total | 206.2 | | Cash consideration received | 162.1 | | Consideration settled by increasing the Group's equity interest in an associate | 33.5 | | Cash consideration receivable | 10.6 | Analysis of Net Cash Inflow from Disposal of Subsidiaries During the period, the disposal of subsidiaries generated a net cash inflow of HK$142.9 million, comprising HK$162.1 million in cash consideration received less HK$19.2 million in cash and bank balances disposed of Net Cash Inflow from Disposal of Subsidiaries (HK$ Million) | Item | Six Months Ended Dec 31, 2018 | | :----------------- | :---------------------------- | | Cash consideration received | 162.1 | | Cash and bank balances disposed of | (19.2) | | Net Inflow | 142.9 | Related Party Transactions During the period, the Group engaged in various transactions with affiliated companies and other related parties, including construction engineering services, other services, interest income, management fee income, and various expenses, with total key management personnel compensation of HK$50.8 million, and completed disposals of Hip Hing Group and Fook Cheong Beijing, while participating in the Kai Tak Sports Park project Overview of Transactions with Affiliated Companies and Other Related Parties During the period, the Group conducted various transactions with affiliated companies and other related parties, including providing construction engineering services (HK$7 million to affiliates, HK$580 million to other related parties), other services, interest income, management fee income, rental and other related expenses, and E&M engineering services Transactions with Related Parties (HK$ Million) | Item | 2018 (Affiliates) | 2018 (Other Related Parties) | 2017 (Affiliates) | 2017 (Other Related Parties) | | :----------------- | :---------------- | :------------------- | :---------------- | :------------------- | | Provision of construction engineering services | 7.0 | 580.0 | – | 5,191.3 | | Provision of other services | 0.5 | 22.3 | 1.7 | 29.0 | | Interest income | 64.4 | – | 42.4 | – | | Management fee income | 2.5 | – | 4.3 | – | | Rental and other related expenses | (4.5) | (15.2) | (3.4) | (27.2) | | E&M engineering services | – | (534.7) | – | (261.0) | | Other expenses | (126.5) | (71.6) | (235.4) | (74.1) | Key Management Personnel Remuneration Total remuneration for the Company's directors for the period was HK$50.8 million, an increase from HK$34.9 million in the prior period Total Remuneration of Company Directors (HK$ Million) | Item | 2018 | 2017 | | :--- | :--- | :--- | | Remuneration | 50.8 | 34.9 | Disposal of Hip Hing Group The Group completed the disposal of Hip Hing Group to a wholly-owned subsidiary of New World Development, with details provided in Note 20 - The Group has completed the disposal of Hip Hing Group to a wholly-owned subsidiary of New World Development[289] Disposal of Fook Cheong Beijing The Group completed the disposal of its entire equity interest in Fook Cheong Beijing on December 28, 2018, for a consideration including RMB9.98 million in cash and the issuance of Shougang Concord International ordinary shares, recognizing a gain on disposal of HK$39.4 million and increasing the Group's stake in Shougang Concord International to approximately 11.14% - The Group completed the disposal of its entire equity interest in Fook Cheong Beijing on December 28, 2018, recognizing a gain on disposal of HK$39.4 million[289] - The disposal consideration included RMB9.98 million in cash and the issuance of 177,425,528 ordinary shares of Shougang Concord International, increasing the Group's stake in Shougang Concord International from approximately 10.47% to approximately 11.14%[289] Kai Tak Sports Park Project Associate KTSPL was awarded the design, build, and operate contract for Kai Tak Sports Park, with a total construction value of HK$29.993 billion, and the Group provides a maximum guarantee of 25% or approximately HK$7.5 billion for KTSPL, while Hip Hing Construction will provide construction management services for a fixed fee plus a share of cost savings - Associate KTSPL was awarded the design, build, and operate contract for Kai Tak Sports Park, with a total construction contract value of HK$29.993 billion[289] - The Group provides a maximum guarantee of 25% or approximately HK$7.5 billion for KTSPL[289] - Hip Hing Construction will provide construction management services for the Kai Tak Sports Park project for a fixed fee of HK$1.4 billion, plus a 40:60 share with KTSPL of project cost savings[290] Amounts Due from / to Related Parties As of December 31, 2018, total amounts due from associates and joint ventures were HK$12,078.4 million, of which HK$2,854.4 million was interest-bearing, while total amounts due to associates, joint ventures, and non-controlling interests were HK$425.1 million, all unsecured and interest-free - Total amounts due from associates and joint ventures were HK$12,078.4 million, of which HK$2,854.4 million was interest-bearing[291] - Total amounts due to associates, joint ventures, and non-controlling interests were HK$425.1 million, all unsecured and interest-free[291] Events After the Balance Sheet Date In January 2019, the Group issued US$1 billion of 5.75% senior perpetual capital securities for general corporate purposes, listed on the Hong Kong Stock Exchange, with no maturity date, discretionary coupon deferral, and classified as equity - In January 2019, the Group issued US$1 billion of 5.75% senior perpetual capital securities, with proceeds for general corporate purposes, and listed on the Hong Kong Stock Exchange[292] - These senior perpetual capital securities have no maturity date, the Group has the right to redeem them and discretion to defer coupon payments, and they will be classified as equity in the consolidated financial statements[292] Comparative Figures Certain comparative figures hav