山水水泥(00691) - 2019 - 中期财报

Definitions Company Information Board of Directors and Board Committees The report details the composition of the company's Board of Directors and its professional committees, including executive and independent non-executive directors and their key roles in audit, remuneration, and nomination committees - The company's Board of Directors comprises executive and independent non-executive directors, with Mr. Chang Zhangli as Chairman, and includes Audit, Remuneration, Executive, and Nomination Committees with clearly defined chairpersons and members[4] Company Particulars This section provides core registration and operational information, including the company's legal names, registered office, principal place of business, official website, listing exchange (HKEX stock code 00691), and auditor - China Shanshui Cement Group Limited is registered in the Cayman Islands and listed on The Stock Exchange of Hong Kong with stock code 00691[5] - The company's auditor is UHY CPA Limited[5] Key Data Key Financial Data During the reporting period, the company demonstrated strong financial performance with revenue growing by nearly 40% and profit attributable to equity holders increasing by 59.1%, alongside an optimized debt structure with net gearing ratio decreasing from 42.6% to 36.5% Key Financial Data for H1 2019 (Compared to H1 2018) | Metric | Jan-Jun 2019 | Jan-Jun 2018 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue (RMB thousands) | 9,440,723 | 6,759,414 | +39.7% | | Gross Profit (RMB thousands) | 3,281,588 | 2,384,095 | +37.6% | | Net Profit (RMB thousands) | 1,205,641 | 711,107 | +69.5% | | Profit Attributable to Equity Holders (RMB thousands) | 1,196,369 | 751,766 | +59.1% | | Basic Earnings Per Share (RMB) | 0.27 | 0.22 | +22.7% | Key Balance Sheet Metrics (Compared to End of 2018) | Metric | Jun 30, 2019 | Dec 31, 2018 | Change | | :--- | :--- | :--- | :--- | | Total Assets (RMB thousands) | 26,825,434 | 26,072,713 | +2.9% | | Total Liabilities (RMB thousands) | 16,051,184 | 16,486,377 | -2.6% | | Net Gearing Ratio | 36.5% | 42.6% | -6.1 percentage points | Key Business Data In H1 2019, the company achieved growth in both sales volume and average selling price for its main products, with cement sales volume increasing by 34.1% and ASP by 12.3%, and concrete sales volume growing by 19.5% and ASP by 13.6%, demonstrating a positive trend of both volume and price increases Key Business Data for H1 2019 (Compared to H1 2018) | Product | Metric | Jan-Jun 2019 | Jan-Jun 2018 | Y-o-Y Change | | :--- | :--- | :--- | :--- | :--- | | Cement | Sales Volume (thousand tons) | 20,373 | 15,196 | +34.1% | | | Average Selling Price (RMB/ton) | 371.4 | 330.7 | +12.3% | | Clinker | Sales Volume (thousand tons) | 3,559 | 3,530 | +0.8% | | | Average Selling Price (RMB/ton) | 276.4 | 263.2 | +5.0% | | Concrete | Sales Volume (thousand cubic meters) | 1,504 | 1,259 | +19.5% | | | Average Selling Price (RMB/cubic meter) | 499.0 | 439.1 | +13.6% | Management Discussion and Analysis Operating Environment and Industry Overview In H1 2019, China's economy remained stable with steady growth in fixed asset investment, infrastructure, and real estate, providing a favorable demand environment for the cement industry, which saw a nearly 29.6% increase in cumulative profit - In H1 2019, China's GDP grew by 6.3% year-on-year, fixed asset investment by 5.8%, and real estate development investment by 10.9%, supporting cement demand[9] - China's cement industry achieved a cumulative profit of RMB 82.6 billion, a year-on-year increase of approximately 29.6%, indicating high industry prosperity[9] Company Business Review In H1 2019, the Group achieved revenue of RMB 9.44 billion, up 39.7% year-on-year, and profit of RMB 1.21 billion, up 69.5%, driven by increased sales volume and prices across cement, clinker, and concrete products, with stable cement production capacity of 100 million tons H1 2019 Performance Overview | Metric | Jan-Jun 2019 | Y-o-Y Growth | | :--- | :--- | :--- | | Revenue (RMB thousands) | 9,440,723 | 39.7% | | Profit for the Period (RMB thousands) | 1,205,641 | 69.5% | | Total Sales Volume of Cement and Clinker (ten thousand tons) | 2,393.2 | 27.8% | | Sales Volume of Commercial Concrete (ten thousand cubic meters) | 150.4 | 19.5% | Business Analysis Cement remains the core revenue driver, accounting for 79.7% of total revenue with a 47.2% year-on-year increase, while all major operating regions recorded significant sales growth, particularly Shanxi and Xinjiang, and high-grade cement sales volume increased by 44.1%, indicating product structure optimization Revenue and Y-o-Y Change by Product | Product | Sales Amount (RMB thousands) | Revenue Proportion | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Cement | 7,522,147 | 79.7% | +47.2% | | Clinker | 977,265 | 10.4% | +3.5% | | Concrete | 745,832 | 7.9% | +32.8% | Sales Amount and Y-o-Y Change by Operating Region | Operating Region | Sales Amount (RMB thousands) | Y-o-Y Change | | :--- | :--- | :--- | | Shandong Region | 6,599,659 | +34.7% | | Northeast Operating Region | 1,428,488 | +27.8% | | Shanxi Operating Region | 1,042,495 | +90.6% | | Xinjiang Operating Region | 370,081 | +89.6% | - Sales volume of high-grade cement reached 16.47 million tons, a year-on-year increase of 44.1%, accounting for 80.84% of total cement sales, indicating a clear trend of product structure optimization[16] Profitability Analysis The company's profitability significantly improved during the period, with gross profit, operating profit, and profit for the period all growing by over 30% due to increased sales volume and prices, while total cost of sales as a percentage of revenue slightly increased to 65.3% mainly due to higher raw material costs, partially offset by cost savings from waste heat power generation Changes in Key Income Statement Items | Item (RMB thousands) | Jan-Jun 2019 | Jan-Jun 2018 | Change | | :--- | :--- | :--- | :--- | | Revenue | 9,440,723 | 6,759,414 | +39.7% | | Gross Profit | 3,281,588 | 2,384,095 | +37.6% | | Operating Profit | 1,938,564 | 1,455,252 | +33.2% | | Profit for the Period | 1,205,641 | 711,107 | +69.5% | - Total cost of sales accounted for 65.3% of revenue, a year-on-year increase of 0.6 percentage points, with raw material costs rising by 5.6 percentage points and coal purchase price increasing by 6.1% year-on-year[22] - In H1 2019, total waste heat power generation was 555 million kWh, reducing clinker costs by approximately RMB 191 million[22] Company Financial Review The company's financial position is robust, with optimized period expenses and significantly reduced finance costs due to debt negotiation and accelerated repayment, while the balance sheet shows a slight increase in total assets, a decrease in total liabilities, and a net gearing ratio reduction from 42.6% to 36.5%, with operating cash flow increasing and cash and equivalents significantly higher at period-end - Finance costs as a percentage of sales revenue decreased from 5.9% to 2.6%, primarily due to reduced interest expenses[24][25] - The net gearing ratio was 36.5%, a decrease of 6.1 percentage points from the end of last year, indicating reduced financial leverage[27] Net Cash Flow Analysis (RMB thousands) | Item | Jan-Jun 2019 | Jan-Jun 2018 | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 1,642,319 | 1,270,779 | | Net Cash Flow Used in Investing Activities | (758,195) | (177,818) | | Net Cash Flow Used in Financing Activities | (830,036) | (1,011,044) | | Cash and Equivalents at Period End | 1,355,798 | 389,499 | - Capital expenditure during the reporting period was approximately RMB 616 million, primarily for investments in cement and clinker production lines[29] Outlook for H2 For H2 2019, the company anticipates healthy cement demand driven by infrastructure and real estate investment, with supply-side reforms, environmental production restrictions, and staggered production continuing to promote high-quality industry development, while the company aims to achieve its best-ever economic performance by accelerating new and old kinetic energy conversion and implementing three key strategies: resource reserves, industrial chain extension, and talent development Outlook for Macro Operating Environment in H2 In H2, real estate investment growth is expected to slow, but accelerated infrastructure project deployment should support overall positive cement demand growth for the year, while supply will remain constrained by staggered production and environmental policies, and the new national standard eliminating low-grade cement (PC32.5R) is expected to benefit companies with a higher proportion of high-grade cement - Demand side: Real estate investment growth is expected to slow in H2, but accelerated infrastructure project deployment could lead to positive full-year cement production growth[37] - Supply side: "De-capacity" remains the industry's main theme, with staggered production and environmental restrictions continuing as key means to promote supply-side reform[39] - Policy impact: The new national standard, effective October 1, 2019, abolishing PC32.5R composite Portland cement, is expected to increase clinker consumption and benefit the company's product structure, which is primarily high-grade cement[40] Outlook for Company Business in H2 In H2, the company will focus on maximizing economic efficiency, implementing "resource reserves, industrial chain extension, and talent development" strategies, and enhancing operational quality, strengthening raw material supply, promoting energy conservation and green mining, and improving talent development and incentive mechanisms for high-quality growth - The company's core objective for H2 is to achieve "the best economic performance in history"[42] - Three major strategies: Implement "resource reserves, industrial chain extension, and talent development" strategies to accelerate the conversion of old and new growth drivers[42] - Key initiatives include enhancing marketing strategy precision, consolidating raw material supply, promoting green mine construction, vigorously developing the aggregate industry, and strengthening talent incentives[42] Recent Developments On June 4, 2019, the company received a writ of summons from shareholder Tianrui Group, seeking to revoke certain convertible bonds issued in 2018 and their subsequent conversion, which the company believes lacks reasonable grounds and will actively defend against - In June 2019, the company received a lawsuit initiated by shareholder Tianrui Group, seeking to revoke the convertible bonds issued by the company in 2018 and the related share allotments, which the company will actively defend against[44] Employees and Remuneration As of June 30, 2019, the Group had 18,556 employees, with total remuneration for the reporting period amounting to RMB 1.092 billion Employee and Remuneration Information | Item | Data | | :--- | :--- | | Number of Employees (as of Jun 30, 2019) | 18,556 people | | Total Remuneration for the Period (RMB) | 1,091,585,000 | Share Capital and Major Shareholders', Directors' Shareholdings Changes in Share Capital and Listing Status As of June 30, 2019, the company's authorized share capital was USD 100 million, divided into 10 billion shares, with 4,353,966,228 shares issued, and no new shares were issued during the reporting period Share Capital Structure (as of Jun 30, 2019) | Item | Quantity | | :--- | :--- | | Authorized Share Capital | 10,000,000,000 shares | | Issued Shares | 4,353,966,228 shares | Major Shareholders' Shareholdings As of June 30, 2019, major shareholders included Tianrui Group (21.85%), China Shanshui Investment Company Limited (19.47%), Asia Cement Corporation (significant aggregate interest), and China National Building Material Company Limited (12.94%), with no disclosable share interests held by directors or chief executives at period-end Major Shareholders' Shareholdings (as of Jun 30, 2019) | Shareholder Name | Shareholding Percentage | | :--- | :--- | | Tianrui Group (controlled by Li Liufa, Li Fengluan) | 21.85% | | China Shanshui Investment Company Limited | 19.47% | | China National Building Material Company Limited | 12.94% | | Asia Cement Corporation | 9.84% (and other interests) | - As of the end of the reporting period, no directors or chief executives of the company had any interests or short positions in shares, underlying shares, or debentures required to be disclosed under the Securities and Futures Ordinance[51] Share Option Scheme The company adopted a share option scheme in 2008, with two batches of options granted in 2011 and 2015, of which 207.3 million options granted in 2015 were put on hold due to legal proceedings, and the unutilized scheme authorization limit was 45.736 million shares as of June 30, 2019 - The company granted share options on May 25, 2011, and January 27, 2015[52] - 207.3 million share options granted in 2015 were put on hold due to an injunction application filed by CSI[53] - As of June 30, 2019, the full exercise of granted share options would result in the issuance of 214.6 million shares, representing approximately 4.93% of the issued share capital[58] Significant Matters Connected Transactions During the reporting period, the company engaged in connected transactions with major shareholder Tianrui Group, including providing a company guarantee for Tianrui Group's RMB 400 million loan and receiving cumulative interest-free loans of RMB 1.613 billion from Tianrui Group for debt repayment, with RMB 884 million remaining outstanding at period-end - In 2016, the company provided a corporate guarantee for a RMB 400 million loan to its major shareholder, Tianrui Group[61] - As of June 30, 2019, the Group had cumulatively received RMB 1.613 billion in interest-free loans from Tianrui Group for debt repayment, of which RMB 884 million remained outstanding[62][63] Major Litigation The company is involved in multiple major lawsuits across the Cayman Islands, Hong Kong, and mainland China, primarily concerning a winding-up petition filed by shareholder Tianrui Group, disputes with former directors and management, and various contract and labor disputes in mainland China Major Litigation in the Cayman Islands Shareholder Tianrui filed a winding-up petition against the company in the Grand Court of the Cayman Islands in August 2018, which was initially withdrawn but later reinstated by the Court of Appeal in January 2019, remitting the case for re-hearing, and the company has applied for leave to appeal to the Privy Council - Shareholder Tianrui (International) Holding Company Limited filed a winding-up petition against the company in the Cayman Islands court, and the case has been remitted for re-hearing by the Cayman Islands court[64][65] Major Litigation in Hong Kong The company is involved in multiple lawsuits in Hong Kong, including claims against former directors Zhang Caiqu and Zhang Bin for alleged misconduct, litigation against former senior management, and a conspiracy claim against Tianrui Group and its affiliates for unlawful means, with some cases scheduled for trial in 2021 - The company filed lawsuits against former directors Zhang Caiqu and Zhang Bin, claiming damages for alleged misconduct, and has obtained an asset freezing order against them, with the case scheduled for trial in April 2021[67][70][71] - The company filed a lawsuit against Tianrui Group and its affiliates, alleging conspiracy by unlawful means with the intent to harm the plaintiff and gain control of the company[75] Litigation in China As of the report date, subsidiary Shandong Shanshui had 101 pending cases in mainland China, with 54 cases as defendant involving approximately RMB 443 million primarily for labor disputes, and 46 cases as plaintiff involving approximately RMB 24.17 million, also primarily for labor disputes Shandong Shanshui Pending Litigation Status | Litigation Status | Number of Cases | Claim Amount (approx. RMB) | | :--- | :--- | :--- | | Defendant | 54 cases | 443 million | | Plaintiff | 46 cases | 24.17 million | | Third Party | 1 case | - | Interim Financial Report (Unaudited) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2019, the company achieved operating revenue of RMB 9.44 billion, up 39.7% year-on-year, gross profit of RMB 3.28 billion, up 37.6%, and profit for the period of RMB 1.21 billion, a significant increase of 69.5% from RMB 711 million in the prior year, with basic earnings per share of RMB 0.27 Condensed Consolidated Statement of Profit or Loss Summary (RMB thousands) | Item | Jan-Jun 2019 | Jan-Jun 2018 | | :--- | :--- | :--- | | Operating Revenue | 9,440,723 | 6,759,414 | | Gross Profit | 3,281,588 | 2,384,095 | | Operating Profit | 1,938,564 | 1,455,252 | | Profit Before Tax | 1,713,947 | 1,063,308 | | Profit for the Period | 1,205,641 | 711,107 | Condensed Consolidated Statement of Financial Position As of June 30, 2019, the company's total assets were RMB 26.83 billion, total liabilities were RMB 16.05 billion, and net assets were RMB 10.77 billion, with a significant net current liability of RMB 5.21 billion indicating substantial short-term repayment pressure and a material uncertainty regarding going concern Condensed Consolidated Statement of Financial Position Summary (RMB thousands) | Item | Jun 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Assets | 26,825,434 | 26,072,713 | | Total Liabilities | 16,051,184 | 16,486,377 | | Net Current Liabilities | (5,211,416) | (7,370,128) | | Net Assets | 10,774,250 | 9,586,336 | Condensed Consolidated Statement of Changes in Equity As of June 30, 2019, the company's total equity increased to RMB 10.77 billion from RMB 9.59 billion at the beginning of the year, primarily driven by the RMB 1.21 billion net profit recorded for the period - Total comprehensive income for the period was RMB 1.204 billion, which was the primary reason for the increase in equity[86] Condensed Consolidated Statement of Cash Flows During the reporting period, net cash generated from operating activities was RMB 1.64 billion, an increase of RMB 370 million year-on-year, indicating stronger core business cash generation, while net cash used in investing activities was RMB 760 million mainly for long-term asset purchases, and net cash used in financing activities was RMB 830 million primarily for loan repayments, with cash and cash equivalents at period-end totaling RMB 1.36 billion Condensed Consolidated Statement of Cash Flows Summary (RMB thousands) | Item | Jan-Jun 2019 | Jan-Jun 2018 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,642,319 | 1,270,779 | | Net Cash Used in Investing Activities | (758,195) | (177,818) | | Net Cash Used in Financing Activities | (830,036) | (1,011,044) | | Cash and Cash Equivalents at Period End | 1,355,798 | 389,499 | Notes to the Condensed Consolidated Financial Statements The notes to the financial statements highlight key accounting policies and significant matters, including a "material uncertainty regarding going concern" due to net current liabilities of RMB 5.21 billion, the impact of adopting IFRS 16 "Leases", and detailed disclosures on various borrowings, bonds, their overdue and restructuring status, related party transactions, and contingent liabilities from litigation - A material uncertainty regarding going concern exists: as of June 30, 2019, the Group's current liabilities exceeded current assets by RMB 5.21 billion, with RMB 4.09 billion in interest-bearing borrowings due within 12 months[89] - The company first adopted IFRS 16 "Leases" during the period, recognizing right-of-use assets of RMB 2.30 billion and lease liabilities of RMB 88 million as of January 1, 2019[97][111] - Some of the company's short-term financing bills and medium-term notes had previously defaulted, but agreements were subsequently reached with holders to adjust repayment terms, and interest on some debts was waived[159][164][165] Others Interim Dividend The Board of Directors decided not to declare an interim dividend for the six-month period ended June 30, 2019 - The company will not declare an interim dividend for 2019[202] Corporate Governance The company is committed to maintaining high standards of corporate governance and has adopted the HKEX Listing Rules' Corporate Governance Code, complying with all provisions during the reporting period except for the combined roles of Chairman and Chief Executive Officer held by Mr. Chang Zhangli, and the Audit Committee has reviewed this interim results report - The company complies with the Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer are combined and held by Mr. Chang Zhangli[203][204] - The Audit Committee, comprising three independent non-executive directors, has reviewed these interim results and report[206]