新天绿色能源(00956) - 2019 - 年度财报

Chairman's Statement Chairman Cao Xin reviews 2019 achievements in wind and natural gas, outlining 2020 strategies for clean energy expansion and shareholder value | Metric | 2019 Year-End Amount (RMB) | | :--- | :--- | | Consolidated Total Assets | 45.955 billion yuan | | Operating Revenue | 11.943 billion yuan | | Total Profit | 2.184 billion yuan | | Net Profit | 1.828 billion yuan | | Net Profit Attributable to Group Owners | 1.415 billion yuan | - In 2019, the Group's wind and solar power generation businesses sold a total of 8.503 billion kWh of electricity, and 3.237 billion cubic meters of natural gas were sold[6] - 2020 Strategic Outlook: The company will continue to focus on renewable and clean energy, actively acquire new energy resources, advance natural gas production, supply, storage, and sales system construction, ensure key project commissioning, and improve talent development and financial control[7] Company Profile Established in 2010 and listed on the HKEX, the company develops wind, solar, and natural gas, with detailed project distribution and capacity - The company's core businesses are divided into two major segments: wind power and natural gas[8] | Business Segment | 2019 Operating Data | | :--- | :--- | | Total Controlled Wind Power Capacity | 4,415.75 MW | | Total Equity Wind Power Capacity | 3,939.62 MW | | Wind Power Generation | 8.834 billion kWh | | Wind Power Utilization Hours | 2,472 hours | | Natural Gas Sales Volume | 3.237 billion cubic meters | Company Structure The report presents the organizational chart as of December 31, 2019, showing key first-tier subsidiaries, joint ventures, and associates - The organizational chart primarily displays the company's first-tier subsidiaries, covering various sectors including new energy, natural gas, investment, and solar energy[10][13][15] Wind and Solar Power Generation Projects As of 2019 year-end, the company's controlled wind power projects totaled 4,415.75 MW, primarily in Hebei, Shanxi, Xinjiang, and Yunnan, with solar projects at 102.4 MW | Business Segment | Total Installed Capacity (MW) | | :--- | :--- | | Controlled Wind Power Projects | 4,415.75 | | Solar Power Projects | 102.4 | - The company's wind power projects are widely distributed, with Hebei Province being a core region, where Zhangjiakou and Chengde areas combined exceed 3,000 MW of installed capacity[16] Natural Gas Projects The company's natural gas business, primarily in Hebei, includes long-distance pipelines, city gas projects, and CNG mother stations, forming a comprehensive distribution network - As of 2019 year-end, the company owned 6 natural gas long-distance pipelines, 18 high-pressure branch pipelines, 30 city gas projects, 22 distribution stations, 13 gate stations, 7 CNG mother stations, 6 CNG refueling sub-stations, and 1 LNG refueling station[8] - The company's natural gas projects primarily serve various cities and counties within Hebei Province, including Shijiazhuang, Baoding, Handan, Hengshui, and Chengde, distributing natural gas to local retail customers[20][21] Financial Highlights and Key Operating Data The report presents five-year financial and operating data (2015-2019), showing continuous growth in revenue, profit, and assets, with 2019 revenue at 11.943 billion yuan and net profit attributable to owners at 1.415 billion yuan 2019 Consolidated Statement of Comprehensive Income Highlights (RMB thousands) | Metric | 2019 | 2018 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 11,943,233 | 9,975,409 | +19.7% | | Profit Before Tax | 2,184,249 | 1,743,158 | +25.3% | | Profit for the Year | 1,827,942 | 1,575,164 | +16.1% | | Profit Attributable to Owners of the Company | 1,414,786 | 1,268,506 | +11.5% | | Earnings Per Share (Basic) | 36.17 cents | 33.37 cents | +8.4% | 2019 Consolidated Statement of Financial Position Highlights (RMB thousands) | Metric | December 31, 2019 | December 31, 2018 | YoY Change | | :--- | :--- | :--- | :--- | | Total Assets | 45,954,780 | 39,160,828 | +17.3% | | Total Liabilities | 31,205,124 | 26,764,276 | +16.6% | | Total Equity | 14,749,656 | 12,396,552 | +19.0% | | Equity Attributable to Owners of the Company | 11,816,389 | 10,036,357 | +17.7% | - Natural gas sales volume continuously grew from 1.127 billion cubic meters in 2015 to 3.237 billion cubic meters in 2019, nearly tripling within five years[32] Management Discussion and Analysis Management discusses the 2019 operating environment, business review, financial condition, and performance, highlighting robust growth in wind power and natural gas, double-digit increases in revenue and profit, and outlining 2020 priorities and risk mitigation strategies Operating Environment In 2019, China's clean energy sector experienced favorable development due to economic stability and energy supply-side reforms, with wind power benefiting from reduced curtailment and natural gas from "coal-to-gas" policies and new pipeline infrastructure Operating Environment of Wind and Solar Power Industries The wind power industry saw stable growth in 2019 with 25.74 GW of new grid-connected capacity, benefiting from policies reducing curtailment and promoting grid parity, which is expected to drive a rush to install existing projects - The national average wind curtailment rate in 2019 was 4%, a 3 percentage point decrease year-on-year, further alleviating curtailment issues[35] - The National Development and Reform Commission announced that new onshore wind power projects approved from January 1, 2021, will achieve grid parity without national subsidies, expected to trigger a rush to install existing projects in the near term[36] Operating Environment of Natural Gas Industry Driven by macroeconomics and "coal-to-gas" policies, China's natural gas consumption grew 9.4% in 2019, marked by the establishment of the national pipeline company and the commissioning of the China-Russia East-Route pipeline, enhancing supply security - In 2019, China's apparent natural gas consumption reached 306.7 billion cubic meters, a 9.4% year-on-year increase[37] - The establishment of the national pipeline company aims to integrate and optimize pipeline facilities, fostering a market system with multiple upstream suppliers, a unified midstream pipeline network, and full downstream competition[38] - The commissioning of the China-Russia East-Route natural gas pipeline increased the "north-to-south" flow, improving the national natural gas pipeline network and significantly enhancing energy security[39] Business Review In 2019, both core businesses achieved good progress: wind power added 557.6 MW of controlled capacity, maintained high utilization hours, and saw a 15.58% revenue increase, while natural gas sales volume rose 23.02% to 3.237 billion cubic meters, with revenue up 21.87% Wind Power Business Review and Key Financial Indicators In 2019, wind power capacity steadily grew with 557.60 MW of new controlled capacity, reaching a cumulative 4,415.75 MW, and average utilization hours of 2,472, leading to 3.955 billion yuan in revenue and 2.212 billion yuan in operating profit | Metric | 2019 Data | | :--- | :--- | | New Controlled Installed Capacity | 557.60 MW | | Cumulative Controlled Installed Capacity | 4,415.75 MW | | Average Utilization Hours | 2,472 hours | | Power Generation | 8.834 billion kWh (+15.08% YoY) | | Financial Indicators (including Solar) | 2019 Amount (RMB) | YoY Growth | | :--- | :--- | :--- | | Sales Revenue | 3.955 billion yuan | 15.58% | | Operating Expenses | 1.884 billion yuan | 18.34% | | Operating Profit | 2.212 billion yuan | 15.63% | | Gross Profit Margin | 61.54% | +0.22 percentage points | Natural Gas Business Review and Key Financial Indicators In 2019, natural gas sales reached 3.237 billion cubic meters, a 23.02% increase, with wholesale gas accounting for 61.9%, driving revenue to 7.984 billion yuan and operating profit to 712 million yuan, a significant 78.45% increase due to higher sales and bad debt recovery | Sales Type | 2019 Sales Volume (billion cubic meters) | YoY Growth | | :--- | :--- | :--- | | Wholesale Gas | 2.003 | 23.70% | | Retail Gas | 1.135 | 23.41% | | CNG/LNG Gas | 0.098 | 7.27% | | Total | 3.237 | 23.02% | | Financial Indicators | 2019 Amount (RMB) | YoY Growth | | :--- | :--- | :--- | | Sales Revenue | 7.984 billion yuan | 21.87% | | Operating Expenses | 7.289 billion yuan | 18.27% | | Operating Profit | 712 million yuan | 78.45% | | Gross Profit Margin | 10.88% | -0.73 percentage points | Management's Discussion and Analysis of Financial Condition and Operating Results In 2019, the Group achieved strong overall operating performance, with total revenue reaching 11.943 billion yuan (+19.73%) driven by natural gas and wind power, and net profit attributable to owners at 1.415 billion yuan (+11.51%), while capital expenditures and borrowings increased to support growth | Item | 2019 Amount (RMB) | YoY Change | | :--- | :--- | :--- | | Total Revenue | 11.943 billion yuan | +19.73% | | - Natural Gas Business Revenue | 7.984 billion yuan | +21.87% | | - Wind Power Business Revenue | 3.955 billion yuan | +15.58% | | Operating Expenses | 9.27 billion yuan | +18.29% | | Finance Costs | 875 million yuan | +11.46% | | Income Tax Expense | 356 million yuan | +111.9% | | Net Profit | 1.828 billion yuan | +16.06% | | Net Profit Attributable to Owners | 1.415 billion yuan | +11.51% | - Trade receivables and bills receivable increased to 3.966 billion yuan, primarily due to an increase in uncollected renewable energy tariff surcharge subsidies for the wind power business[67] - Total capital expenditure amounted to 6.624 billion yuan, a 29.25% year-on-year increase, mainly for new wind power projects and natural gas pipelines[70][71] - As of the end of 2019, the net debt-to-equity ratio was 67.9%, a slight increase from 66% at the end of 2018, mainly due to increased bank borrowings[72] 2020 Work Outlook Looking to 2020, the company will capitalize on national clean energy initiatives, intensifying wind power development, accelerating natural gas pipeline construction and market expansion, and diversifying financing channels to ensure stable capital and reduce costs - Wind Power Business Outlook: Actively secure resources, intensify offshore wind power development, focus on large-scale base projects; strengthen comprehensive engineering control to ensure key projects are commissioned on schedule; enhance safety management and informatization construction[75][76] - Natural Gas Business Outlook: Accelerate construction of key pipeline networks like the Beijing-Handan dual pipeline; strengthen a "market-first" sales strategy to capture market share; actively expand multiple gas sources to enhance supply security[77] - Financing Outlook: Continuously broaden financing channels, innovate financing methods (e.g., asset securitization, finance leasing), attract low-cost capital, and maintain a reasonable capital structure[78] Risk Factors and Risk Management The company identifies key risks in wind power (resource uncertainty, declining tariffs, curtailment, construction management) and natural gas (winter supply, accounts receivable), along with interest rate fluctuations, and has implemented mitigation strategies such as prioritizing grid-favorable projects and diversifying financing - Wind Power Business Risks: - Wind resource uncertainty: Inter-annual fluctuations in wind speed may affect power generation - Electricity price decline risk: "Wind-coal parity" will be achieved in 2020, putting pressure on new project tariffs - Wind curtailment: Grid construction lags behind wind power project development, especially in the Zhangjiakou region - Engineering construction management: Faces uncontrollable factors such as construction delays and slow land approval[79][80][82] - Natural Gas Business Risks: - Winter supply responsibility: Gas demand surges during heating season, posing severe supply challenges - Accounts receivable risk: Downstream customer arrears are controllable, but full recovery still requires time[83][84] - Interest Rate Risk: The company has significant capital expenditures and high demand for borrowed funds, so changes in interest rates will impact funding costs[85] Human Resources As of 2019 year-end, the Group had 2,337 employees with an average age of 33, nearly 60% holding bachelor's degrees or higher, and maintains a performance-oriented HR system, diverse recruitment, talent development, and compliance with labor laws | Item | Data | | :--- | :--- | | Total Employees | 2,337 | | Average Age | 32.87 years | | Percentage with Bachelor's Degree or Higher | 59.52% | | Wind Power and Solar Business Employees | 997 | | Natural Gas Business Employees | 1,233 | - The company's human resources strategy aims to establish an organizational structure adaptable to rapid development, providing a supporting platform for strategic implementation[88] - The company implements a performance and compensation management system based on "performance orientation and target management" and actively conducts full-staff position performance appraisals[89] Biographies of Directors, Supervisors, and Senior Management This section details the biographies of the company's non-executive directors, executive directors, independent non-executive directors, supervisors, senior management, and joint company secretaries, including their age, education, professional qualifications, and key appointments - Dr Cao Xin, 48, serves as the company's Non-executive Director and Chairman[93] - Mr Mei Chunxiao, 51, serves as the company's Executive Director, President, and Party Secretary[94] - During the reporting period, there were changes in the company's Board of Directors and Supervisory Committee members, with several directors and supervisors resigning on June 11, 2019[101] Board of Directors' Report The Board of Directors' report reviews 2019 business operations, financial performance, legal compliance, key risks, and future outlook, confirming growth in core businesses, significant increases in revenue and net profit, and compliance with corporate governance codes Business Review (Board Report) The Board reviewed 2019 business, confirming positive progress in natural gas and new energy investments, with increased electricity sales, gas sales, revenue, and profit, while adhering to environmental regulations and managing macroeconomic, competitive, and accounts receivable risks | Metric | 2019 Data | YoY Growth | | :--- | :--- | :--- | | Electricity Sales | 8.503 billion kWh | 14.95% | | Natural Gas Sales | 3.237 billion cubic meters | 23.02% | | Operating Revenue | 11.943 billion yuan | 19.73% | | Total Profit | 2.184 billion yuan | 25.3% | | Net Profit | 1.828 billion yuan | 16.06% | | Net Profit Attributable to Owners | 1.415 billion yuan | 11.51% | Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, the company did not redeem, sell, or purchase any listed securities on the HKEX, but successfully issued several tranches of bonds, including 910 million yuan in green corporate bonds and 2 billion yuan in ultra-short-term financing bonds - In 2019, the company successfully issued perpetual green corporate bonds totaling 910 million RMB, with a coupon rate of 4.70%[111] - In 2019, the company completed the issuance of four tranches of ultra-short-term financing bonds, totaling 2 billion RMB, with coupon rates ranging from 3.25% to 3.40%[111][112] A-Share Initial Public Offering The company is systematically advancing its A-share IPO and listing plan on the Shanghai Stock Exchange, with the A-share offering plan's validity extended by shareholders and an updated prospectus pre-disclosed by the CSRC in April 2019 - The company plans to issue no more than 134,750,000 A-shares and intends to list them on the Shanghai Stock Exchange[114] - On April 19, 2019, the China Securities Regulatory Commission (CSRC) published an updated pre-disclosure of the company's A-share prospectus, indicating progress in the A-share offering process[114] Profit Distribution and Dividend Policy To facilitate the A-share offering, the Board recommends no final dividend for 2019, with a commitment to consider future profit distribution to shareholders post-IPO, and details the corporate income tax withholding policy for H-share dividends - The Board recommends no final dividend for the year ended December 31, 2019, primarily to ensure the smooth progress of the ongoing A-share offering[116] Connected Transactions During the reporting period, the company engaged in several connected transactions, including a one-off acquisition of a distributed solar power project and ongoing transactions for office leasing, financial services, and financing leases with related parties, all duly approved and disclosed - One-off connected transaction: Acquisition of a distributed solar power generation project from Jiantou Guorong, a wholly-owned subsidiary of controlling shareholder Hebei Construction Investment, for approximately 35.58 million RMB[130] - Continuing connected transactions: - Property Lease: Leasing office premises from Hebei Construction Investment, with actual transaction amount of 7.0228 million RMB in 2019[131] - Financial Services: Utilizing Huikai Leasing's finance leasing services, with actual transaction amount of 1.304 billion RMB in 2019[134] - Financial Services: Deposits with the Group's finance company, with a maximum daily deposit balance of 1.992 billion RMB in 2019[135] Corporate Governance Report The company is committed to high corporate governance standards, complying with most HKEX Corporate Governance Code provisions, detailing its governance structure, Board and committee functions, director nomination, financial reporting responsibilities, risk management, internal controls, auditor remuneration, and shareholder communication Board of Directors During the reporting period, the Board comprised 9 directors, including 4 non-executive, 2 executive, and 3 independent non-executive directors, meeting listing rule requirements, with separate Chairman and President roles, high attendance at 13 meetings, and ongoing professional training for effective performance - The Board of Directors consists of 9 directors, with independent non-executive directors accounting for one-third, complying with listing rules[154][155] - In 2019, the Board held 13 meetings, with all directors maintaining 100% attendance[160] Board Committees The Board has four committees—Audit, Remuneration and Appraisal, Nomination, and Strategy and Investment—to assist in fulfilling its duties, with details on their composition, responsibilities, and 2019 meeting activities and key deliberations - The Audit Committee is responsible for overseeing financial reporting, risk management, and internal control systems, holding three meetings in 2019[167][168] - The Remuneration and Appraisal Committee is responsible for determining remuneration policies and appraisal schemes for directors and senior management, holding two meetings in 2019[169][170] - The Nomination Committee is responsible for the nomination and appointment of directors and senior management, and monitoring the Board's diversity policy, holding two meetings in 2019[171][172] Risk Management and Internal Control In 2019, the Group's risk management included annual assessments, major risk warnings, and quarterly response efforts, while internal control focused on system development, policy updates, and responsibility allocation, with the Board confirming the system's effectiveness and adequacy - The Board confirmed that it reviewed the risk management and internal control systems as of December 31, 2019, and deemed them effective and adequate[178] - The company has established a major information internal control system and formulated policies for information disclosure and insider information registration to prevent improper use and dissemination of inside information[178] Supervisory Committee Report The Supervisory Committee's report details its 2019 composition, meetings, and oversight work, including a change in members and five meetings, concluding that the company operated legally, directors and senior management were diligent, financial reports were fair, and no actions detrimental to the company or shareholders were found - In 2019, the Supervisory Committee held five meetings, reviewing important proposals such as annual financial reports, profit distribution, senior management nominations, revision of rules of procedure, and interim reports[191] - The Supervisory Committee supervised five aspects: company operations, finance, performance of senior management, connected transactions, and information disclosure, with all conclusions being positive, finding no violations or actions detrimental to shareholder interests[192][193][194][195][196] Independent Auditor's Report Ernst & Young issued an unmodified opinion on the company's consolidated financial statements for the year ended December 31, 2019, confirming fair presentation in accordance with IFRS and Hong Kong Companies Ordinance, highlighting key audit matters: impairment assessment of trade and bills receivables, goodwill impairment, and provision for restoration costs - Audit Opinion: The auditor believes the consolidated financial statements fairly and truly reflect the Group's financial position and operating results (unmodified opinion)[198] - Key Audit Matters: 1. Impairment assessment of trade and bills receivables: Involves management's judgment on recoverability and impairment provisions 2. Goodwill impairment: Goodwill impairment testing is complex, involving high judgment on assumptions such as revenue growth rates, gross profit margins, and discount rates 3. Provision for restoration costs: Estimation of infrastructure site restoration obligations under service concession arrangements involves significant judgment on future cash outflows and discount rates[200][201][202][203] Consolidated Financial Statements This section presents the core consolidated financial statements for the year ended December 31, 2019, including the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flows, prepared in accordance with IFRS Consolidated Statement of Profit or Loss and Other Comprehensive Income In 2019, the company achieved operating revenue of 11.943 billion yuan (+19.7%), gross profit of 3.305 billion yuan (+15.6%), net profit of 1.828 billion yuan (+16.1%), and net profit attributable to owners of 1.415 billion yuan (+11.5%), with basic earnings per share of RMB 36.17 cents | Item (RMB thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Revenue | 11,943,233 | 9,975,409 | | Gross Profit | 3,305,412 | 2,859,845 | | Operating Profit | 2,844,600 | 2,238,542 | | Profit Before Tax | 2,184,249 | 1,743,158 | | Profit for the Year | 1,827,942 | 1,575,164 | | Profit Attributable to Owners of the Company | 1,414,786 | 1,268,506 | Consolidated Statement of Financial Position As of December 31, 2019, total assets were 45.955 billion yuan (+17.3%), with non-current assets at 38.499 billion yuan, total liabilities at 31.205 billion yuan (+16.6%), and total equity at 14.750 billion yuan, including 11.816 billion yuan attributable to owners | Item (RMB thousands) | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Non-Current Assets | 38,499,330 | 32,742,655 | | Total Current Assets | 7,455,450 | 6,418,173 | | Total Assets | 45,954,780 | 39,160,828 | | Total Current Liabilities | 10,532,279 | 8,602,445 | | Total Non-Current Liabilities | 20,672,845 | 18,161,831 | | Total Liabilities | 31,205,124 | 26,764,276 | | Net Assets | 14,749,656 | 12,396,552 | Consolidated Statement of Changes in Equity The statement details equity changes for 2019, with total equity increasing from 12.397 billion yuan at the beginning of the period to 14.750 billion yuan at year-end, driven by 1.828 billion yuan in profit and 906 million yuan from perpetual corporate bond issuance, partially offset by 783 million yuan in dividends paid - Equity attributable to owners of the company increased from 10.036 billion yuan at the beginning of the year to 11.816 billion yuan at year-end, primarily driven by 1.415 billion yuan in annual profit, partially offset by 464 million yuan in dividend payments[211] Consolidated Statement of Cash Flows In 2019, net cash flow from operating activities was 3.732 billion yuan, net cash outflow from investing activities was 6.103 billion yuan, mainly for property, plant, and equipment, and net cash inflow from financing activities was 2.465 billion yuan, primarily from new bank borrowings, resulting in a net increase of 93.39 million yuan in cash and cash equivalents | Item (RMB thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 3,731,765 | 3,156,076 | | Net Cash Flows Used in Investing Activities | (6,102,925) | (3,966,886) | | Net Cash Flows from Financing Activities | 2,464,553 | 945,465 | | Net Increase in Cash and Cash Equivalents | 93,393 | 134,655 | Notes to the Financial Statements This section provides detailed explanations and supplementary information for the consolidated financial statements, covering company information, basis of preparation, significant accounting policies (including IFRS 16 adoption), accounting judgments and estimates, segment information, detailed financial statement line items, related party transactions, financial instruments and risk management, and contingent liabilities and commitments - The company first adopted IFRS 16 Leases on January 1, 2019, impacting the financial statements primarily by recognizing right-of-use assets and lease liabilities[226][227] - Segment information (Note 5) indicates that the natural gas segment contributed approximately 67% of revenue, but the wind and solar power segment had a higher profit contribution[308] - Related party transactions (Note 35) disclose detailed transactions with controlling shareholder Hebei Construction Investment and its subsidiaries (e.g., Group Finance Company, Huikai Leasing), including deposits, loans, finance leases, and guarantees[426][427][428] - Financial risk management (Note 40) describes the company's exposure to interest rate risk, foreign currency risk, credit risk, and liquidity risk, along with management strategies; the company's capital management objective is to maintain a net debt-to-equity ratio not exceeding 70%, which was 66% at the end of 2019[452][465][466]