中国水务(00855) - 2019 - 年度财报

Company Information Company Overview This section provides fundamental company information, including board members, committee structures, registered office, principal place of business, and key partners such as auditors and bankers - The Board of Directors comprises executive, non-executive, and independent non-executive directors, with sub-committees for audit, remuneration, and nomination[5][6] Financial Summary Performance and Balance Sheet Summary The Group achieved robust financial growth in FY2019, with total revenue increasing by 9.5% to HKD 8.3 billion, profit attributable to owners growing by 20.1% to HKD 1.37 billion, total assets and net assets rising by 25.3% and 15.7% respectively, and total dividends per share increasing by 21.7% FY2019 Performance Summary | Metric | 2019 (HKD Thousands) | 2018 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 8,302,211 | 7,580,176 | 9.5% | | Gross Profit | 3,463,839 | 3,270,636 | 5.9% | | Profit for the Year | 2,130,283 | 1,761,524 | 20.9% | | Profit Attributable to Owners of the Company | 1,369,235 | 1,140,518 | 20.1% | | Basic Earnings Per Share (HK Cents) | 85.10 | 72.62 | 17.2% | | Total Dividends Per Share (HK Cents) | 28 | 23 | 21.7% | FY2019 Balance Sheet Summary | Metric | 2019 (HKD Thousands) | 2018 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 35,824,636 | 28,589,287 | 25.3% | | Total Liabilities | 22,922,166 | 17,434,878 | 31.5% | | Net Assets | 12,902,470 | 11,154,409 | 15.7% | | Gearing Ratio | 64.0% | 61.0% | - | Business Segment Performance The Group's operations primarily consist of water supply and environmental protection businesses, with water supply remaining the main revenue and profit source, contributing 87.5% of total segment profit, while the environmental protection business demonstrated strong growth with 87.1% revenue and 63.8% profit increases - The water supply business is the Group's core, contributing the majority of revenue and profit, with FY2019 revenue of HKD 6.38 billion (up 2.8%) and segment profit of HKD 2.62 billion (up 9.0%)[14][25] - The environmental protection business achieved rapid growth in FY2019, with revenue reaching HKD 1.52 billion (up 87.1%) and segment profit reaching HKD 440 million (up 63.8%), primarily driven by facility upgrades and increased water environment treatment construction services[16][26] FY2019 Segment Profit Composition | Business Segment | Profit (HKD Millions) | % of Total Segment Profit | | :--- | :--- | :--- | | Water Supply Business | 2,618.7 | 87.5% | | Environmental Protection Business | 443.9 | 14.8% | | Others | (69.6) | (2.3%) | | Total | 2,993.0 | 100% | Chairman's Statement Financial and Business Review The Chairman's Statement highlights the Group's strong FY2019 performance, with core businesses (urban water supply operations and construction, environmental protection) achieving 12.6% combined revenue growth and 14.6% combined profit growth, while property business recorded a loss due to reduced sales of high-margin projects - The Group's core segments, 'Urban Water Supply Operations and Construction' and 'Environmental Protection', achieved combined revenue of HKD 7.9 billion, a 12.6% year-on-year increase, and combined segment profit of HKD 3.06 billion, a 14.6% year-on-year increase[20][24] - Water supply business revenue increased by 2.8% to HKD 6.38 billion, with profit growing by 9.0% to HKD 2.62 billion[25] - Environmental protection business revenue surged by 87.1% to HKD 1.52 billion, and profit significantly increased by 63.8% to HKD 440 million[26] - The property business segment recorded a loss of HKD 78.7 million, compared to a profit of HKD 88.9 million in the prior year, primarily due to reduced sales of high-margin projects[27] Future Outlook and Strategy Despite macroeconomic uncertainties, the Group will leverage national policy support like PPP models and Greater Bay Area development opportunities to expand business scale, optimize asset portfolios, and accelerate new ventures such as secondary water supply and direct drinking water, focusing on 'urban-rural water supply integration' and 'supply-drainage integration' - The Group will continue to adopt government-encouraged Public-Private Partnership (PPP) models to expand its business in infrastructure and public service sectors[28] - Core development will focus on 'urban-rural water supply integration' and 'supply-drainage integration', while accelerating the expansion of secondary water supply, direct drinking water businesses, and smart pipeline network system construction[28] Liquidity, Financial Resources, and Risk Management As of March 31, 2019, the Group maintained a sound financial position with total cash and equivalents of approximately HKD 4.62 billion, a gearing ratio of 64.0%, and a current ratio of 1.13x, managing foreign exchange risk from RMB-denominated transactions by monitoring non-RMB borrowings and detailing various pledged assets for loan financing Financial Position Indicators (As of March 31, 2019) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Total Cash and Cash Equivalents and Pledged Deposits | HKD 4.62 billion | HKD 3.08 billion | | Gearing Ratio | 64.0% | 61.0% | | Current Ratio | 1.13x | 1.04x | - The majority of the Group's transactions are denominated in RMB, exposing net assets to exchange rate fluctuations, which the Group manages by monitoring the proportion of non-RMB borrowings rather than using derivative financial instruments for hedging[32] - The Group pledged various assets to secure loan financing, including water supply revenue, shares in subsidiaries, property, plant and equipment, land use rights, investment properties, intangible assets, and bank deposits[33][34] Biographies of Directors and Senior Management Biographies of Directors and Senior Management This section details the backgrounds, professional qualifications, and industry experience of the company's executive, non-executive, independent non-executive directors, and senior management, highlighting the management team's extensive experience in water conservancy, financial management, capital markets, and corporate administration - Chairman Mr. Duan Chuanliang, a graduate of North China University of Water Conservancy and Hydropower, possesses a profound background in the water conservancy industry, having served at the Ministry of Water Resources of China for over a decade[36] - Board members and senior management generally possess professional backgrounds in finance, accounting, engineering, and business administration, accumulating over 15 to 40 years of extensive experience in their respective fields[36][38][42] Corporate Governance Report Corporate Governance Practices The company is committed to maintaining high corporate governance standards, complying with most Code on Corporate Governance Practices provisions during the reporting period, while disclosing three deviations related to the roles of Chairman and CEO, Chairman's retirement by rotation, and non-attendance of some directors at the AGM, along with their justifications - The company reported three deviations from the Code on Corporate Governance Practices: - Code Provision A.2.1: The roles of Chairman and Chief Executive Officer are not segregated, with executive directors jointly assuming CEO responsibilities, a structure the Board believes facilitates swift decision-making - Code Provision A.4.2: The company's articles of association stipulate that the Chairman is not subject to retirement by rotation, which the Board believes contributes to leadership continuity and long-term strategy execution - Code Provision A.6.7: Some non-executive directors were unable to attend the 2018 Annual General Meeting due to other commitments[43] Board and Committees The Board of Directors, comprising 12 members, is responsible for business strategy and performance oversight, supported by Audit, Remuneration, and Nomination Committees with detailed compositions and functions, all of which held meetings during the reporting period to fulfill their duties and adopted a board diversity policy - The Board of Directors consists of 4 executive directors, 4 non-executive directors, and 4 independent non-executive directors, complying with listing rule requirements[46] - The Audit and Remuneration Committees are composed entirely of independent non-executive directors, while the Nomination Committee comprises one executive director and three independent non-executive directors[49][50][53] - The company adopted a board diversity policy, considering factors such as gender, age, cultural background, and professional experience[54] Risk Management and Internal Control The Board holds ultimate responsibility for the Group's risk management and internal control systems, regularly reviewing their effectiveness, and has established a multi-tiered risk management structure involving the Board, Audit Committee, management, and internal audit team, which was deemed effective and adequate during the reporting period - The Group's risk management framework clearly defines the responsibilities of the Board, Audit Committee, management, and internal audit team[60][61][62][63] - The internal audit team reports directly to the Audit Committee, responsible for assessing the effectiveness of the risk management and internal control systems[63] - The Board reviewed the risk management and internal control systems for the reporting year and deemed them effective and adequate[63] Shareholder Rights and Communication The company communicates with shareholders through various channels, including announcements, financial reports, and general meetings, with shareholders holding at least 10% of paid-up share capital able to request an extraordinary general meeting, and a dividend policy targeting a payout ratio of no less than 30% of basic earnings per share for each financial year - Shareholders holding not less than 10% of the paid-up share capital may request the Board to convene an extraordinary general meeting[66] - The company has adopted a dividend policy targeting a payout ratio of no less than 30% of basic earnings per share[67] Directors' Report Performance, Dividends, and Principal Risks This section outlines the Group's performance and dividend distribution plan, identifying three principal risks: operational, liquidity, and legal and regulatory compliance, for which the Board recommends a final dividend of HKD 0.16 per share and has implemented corresponding management and mitigation measures - The Board recommends a final dividend of HKD 0.16 per share, bringing the total annual dividend to HKD 0.28 per share, including the interim dividend[21][69] - The Group identified principal risks including: - Operational Risk: Risk of loss resulting from inadequate internal processes, people, or systems - Liquidity Risk: Risk of inability to meet loan agreement obligations - Legal and Regulatory Compliance Risk: Potential impact from changes in Chinese government laws and regulations[73][74][75] Environmental Policy and Compliance The Group is committed to environmental sustainability and compliance with relevant environmental laws and regulations, achieving energy conservation and emission reduction through careful site selection, process improvements, reduced pipeline leakage rates, and increased clean energy use, while also standardizing waste management to ensure compliant discharge - The Group implemented various environmental measures, including optimizing water plant locations to utilize gravity flow, undertaking process improvements to introduce energy-saving equipment, reducing pipeline leakage rates, and installing solar power generation devices[77] - During the reporting period, the Group consistently complied in all material respects with relevant laws and regulations significantly impacting its operations[78] Share Capital, Reserves, and Major Shareholders During the reporting period, the company did not purchase, sell, or redeem any listed securities, with distributable reserves amounting to HKD 681 million as of March 31, 2019, and major shareholders including Mr. Duan Chuanliang (approximately 29.16% stake) and ORIX Corporation (approximately 18.10% stake) - As of March 31, 2019, the company's distributable reserves amounted to HKD 680,987,000[81] Major Shareholder Holdings (As of March 31, 2019) | Shareholder Name | Number of Shares Held (Long Position) | Approximate Shareholding Percentage | | :--- | :--- | :--- | | Duan Chuanliang | 469,120,301 | 29.16% | | ORIX Corporation | 291,170,277 | 18.10% | | Asset Full Resources Limited | 218,044,301 | 13.55% | Connected Transactions During the reporting period, the Group engaged in two discloseable connected transactions: the subscription of approximately 4.39% equity in subsidiary Jinda Environmental Protection by certain connected persons, and the establishment of a joint venture with an affiliate of major shareholder ORIX Corporation for direct drinking water equipment business - Connected persons of the Group, including certain directors and employees, subscribed for approximately 4.39% equity in subsidiary Jinda Environmental Protection Investment (Shenzhen) Co Ltd, with a total subscription price of approximately RMB 138 million[99] - The Group established a joint venture with Toray Industries, Inc. and ORIX (China) Investment Co Ltd (a connected person) to engage in the production and sale of piped direct drinking water equipment, with the company contributing RMB 27.5 million for a 55% stake[100] Independent Auditor's Report Independent Auditor's Report PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2019, affirming that the statements present a true and fair view of the Group's financial position, performance, and cash flows, with key audit matters highlighted as the accounting treatment for service concession arrangements and impairment testing of other intangible assets and goodwill - The auditor's opinion was unmodified, stating that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards[103] - Key audit matters include: - Accounting for Service Concession Arrangements: Involves assessing the applicability of HK(IFRIC)-Int 12 and recognizing construction service revenue and costs, requiring significant management judgment - Impairment Testing of Other Intangible Assets and Goodwill: Involves assessing indicators of impairment and significant judgments and assumptions in calculating value in use[105][106][109] Consolidated Financial Statements Consolidated Financial Statements This section presents the Group's audited core financial statements, including the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows, comprehensively reflecting the Group's FY2019 financial performance, position, and cash flows FY2019 Core Financial Data | Metric | Amount (HKD Thousands) | | :--- | :--- | | Consolidated Statement of Profit or Loss | | | Revenue | 8,302,211 | | Profit for the Year | 2,130,283 | | Profit Attributable to Owners of the Company | 1,369,235 | | Consolidated Statement of Financial Position (Period End) | | | Total Assets | 35,824,636 | | Total Liabilities | 22,922,166 | | Total Equity | 12,902,470 | | Consolidated Statement of Cash Flows | | | Net Cash Generated from Operating Activities | 1,018,048 | | Net Cash Used in Investing Activities | (3,369,803) | | Net Cash Generated from Financing Activities | 3,809,264 | Notes to the Consolidated Financial Statements Summary of Significant Accounting Policies This section details the Group's significant accounting policies for preparing consolidated financial statements, notably the first-time adoption of HKFRS 9 Financial Instruments and HKFRS 15 Revenue from Contracts with Customers this year with retrospective adjustments, covering key areas such as consolidation, segment reporting, foreign currency translation, recognition and measurement of various assets and liabilities, and revenue recognition - This year, the Group first adopted HKFRS 9 Financial Instruments and HKFRS 15 Revenue from Contracts with Customers, applying a modified retrospective approach, with the cumulative effect recognized in the opening retained earnings balance as of April 1, 2018[143][230] - The Group's reportable segments are identified as 'Urban Water Supply Operations and Construction', 'Environmental Protection', and 'Property Development and Investment'[160] - The accounting treatment for service concession arrangements (e.g., BOT, TOT projects) is detailed, where consideration for construction services is recognized as a financial asset or an intangible asset based on the unconditional right to receive cash[202] Segment Information This note provides detailed financial data for each business segment: Urban Water Supply Operations and Construction, the largest segment, contributed HKD 6.38 billion in revenue and HKD 2.62 billion in profit; Environmental Protection segment generated HKD 1.52 billion in revenue and HKD 440 million in profit; and Property Development and Investment segment recorded HKD 290 million in revenue and a HKD 78.69 million loss FY2019 Segment Results (HKD Thousands) | Segment | Revenue (HKD Thousands) | Segment Profit/(Loss) (HKD Thousands) | Segment Assets (HKD Thousands) | | :--- | :--- | :--- | :--- | | Urban Water Supply Operations and Construction | 6,376,124 | 2,618,675 | 19,240,003 | | Environmental Protection | 1,522,337 | 443,948 | 3,968,766 | | Property Development and Investment | 291,043 | (78,692) | 3,299,609 | | All Other Segments | 112,707 | 9,118 | 2,462,175 | Business Combinations and Disposals In FY2019, the Group completed multiple business combinations, primarily expanding water supply operations in Gong'an, Wuhan, Jiaxian, Hanchuan, and Dianjiang through joint ventures or direct acquisitions, and acquired a liquefied natural gas supply company, while also disposing of its entire interest in Xinyu Fairy Lake Cruise Co Ltd, recognizing a disposal gain of approximately HKD 106 million - Major acquisitions during the year included establishing joint ventures with local governments (Gong'an Yinlong Water, Jiaxian Yinlong Water, Dianjiang Water), acquiring 91.79% equity in Wuhan Xinzhou, 100% equity in Hanchuan Water, and 70% equity in Create Capital, resulting in total goodwill of approximately HKD 419 million[410][414][419][422][428][436] - The Group disposed of its entire interest in Xinyu Fairy Lake Cruise Co Ltd, recording a disposal gain of approximately HKD 106 million[442] Events After Reporting Period Subsequent to the reporting period, in April 2019, the Group completed a significant acquisition of approximately 29.52% equity in Kangda International Environmental Company Limited (stock code: 6136) for a total consideration of HKD 1.2 billion, a company primarily engaged in urban water treatment and related businesses - On April 4, 2019, the Group completed the acquisition of approximately 29.52% equity in Kangda International Environmental Company Limited (stock code: 6136) for HKD 1.2 billion[493] Appendix Property Details This section details the location, type, equity percentage, and development stage of the Group's investment properties, properties under development, and properties held for sale, primarily located in Beijing, Chongqing, Jiangxi, and Hubei in China - The Group's investment properties, properties under development, and properties held for sale are primarily located in Chinese provinces and cities such as Beijing, Chongqing, Jiangxi, and Hubei[495][497][499] Five-Year Financial Summary This section provides key financial data for the Group's past five fiscal years, demonstrating a continuous growth trend, with revenue increasing from HKD 3.62 billion in 2015 to HKD 8.30 billion in 2019, and equity attributable to owners growing from HKD 4.54 billion to HKD 7.97 billion Five-Year Financial Data Summary (For the year ended March 31, HKD Thousands) | Metric | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 8,302,211 | 7,580,176 | 5,707,895 | 4,739,902 | 3,622,109 | | Profit Before Income Tax | 2,772,059 | 2,462,111 | 1,962,625 | 1,505,226 | 1,242,018 | | Profit Attributable to Owners of the Company | 1,369,235 | 1,140,518 | 853,634 | 608,112 | 532,815 | | Total Assets | 35,824,636 | 28,589,287 | 25,631,709 | 19,971,063 | 16,075,613 | | Equity Attributable to Owners of the Company | 7,970,466 | 7,168,584 | 5,615,304 | 5,263,372 | 4,537,974 |