安徽皖通高速公路(00995) - 2019 - 年度财报

Important Notice This section confirms the authenticity and completeness of the annual report by the board, supervisory board, and senior management, noting a standard unqualified audit opinion and no non-operating fund occupation or irregular guarantees Overview This section confirms the authenticity and completeness of the annual report by the board, supervisory board, and senior management, noting a standard unqualified audit opinion and no non-operating fund occupation or irregular guarantees - Company's Board of Directors, Supervisory Board, and senior management guarantee the annual report's content is true, accurate, and complete, free from false records, misleading statements, or major omissions[4] - PwC Zhongtian and PricewaterhouseCoopers issued a standard unqualified audit opinion for the consolidated financial statements[4] - Company's responsible person Xiang Xiaolong, chief accountant Xu Zhen, and head of accounting department Qian Juanfeng declare the financial report is true, accurate, and complete[4] - There is no non-operating occupation of funds by the controlling shareholder or its related parties[8] - There are no external guarantees provided in violation of prescribed decision-making procedures[8] Profit Distribution Plan The company proposes a cash dividend of RMB 2.3 per 10 shares (tax inclusive) for 2019, totaling RMB 381.48 million, based on distributable profits of RMB 1.24 billion under HKFRS, with no capital reserve conversion 2019 Annual Profit Distribution Plan | Indicator | Amount (thousand yuan) | | :--- | :--- | | Net profit under PRC GAAP | 1,251,643 | | Annual profit under HKFRS | 1,239,823 | | Distributable profit (lower of the two) | 1,239,823 | | Cash dividend per 10 shares (tax inclusive) | 2.3 yuan | | Total dividend distributed | 381,480.30 | | Capital reserve conversion plan | Not implemented | Risk Warning The report details significant risks, primarily in Section IV "Board of Directors' Report" under "Management Discussion and Analysis of Operations," advising investors to exercise caution - Forward-looking statements in this report, such as future plans and development strategies, do not constitute a commitment to investors; investors are advised to invest rationally and be aware of investment risks[6] - Significant risk warnings are detailed in Section IV "Board of Directors' Report," under "Management Discussion and Analysis of Operations," specifically in the part discussing potential risk factors and countermeasures for the company's future development[8] Section I Definitions This section defines key terms used throughout the report, including the company, group, related parties, regulatory bodies, reporting period, and main business entities, to ensure clear understanding Definitions of Key Terms This section defines key terms used throughout the report, including the company, group, related parties, regulatory bodies, reporting period, and main business entities, to ensure clear understanding - "The Company" or "Company" refers to Anhui Expressway Company Limited[10] - "The Group" refers to the Company, its subsidiaries, and associates collectively[10] - "Anhui Transportation Holding Group" refers to Anhui Transportation Holding Group Co., Ltd. (formerly Anhui Expressway Holding Group Co., Ltd. and Anhui Expressway General Company)[10] - "Reporting Period" refers to the year ended December 31, 2019[10] Section II Company Profile and Key Financial Indicators This section provides the company's basic information, including names, legal representative, contact details, listing information, and key financial data and indicators for recent years Company Basic Information This section details the company's names, legal representative, contact information, registered and office addresses, listing exchanges for A and H shares, and appointed domestic and overseas accounting firms - Company's full Chinese name: Anhui Expressway Company Limited, abbreviation: Wantong Expressway; full English name: Anhui Expressway Company Limited, abbreviation: Anhui Expressway[13] - Legal Representative: Xiang Xiaolong[13] - The company's A-shares are listed on the Shanghai Stock Exchange (stock code: 600012), and H-shares are listed on The Stock Exchange of Hong Kong Limited (stock code: 0995)[18] - The company appointed PwC Zhongtian Certified Public Accountants (Special General Partnership) as its domestic accounting firm and PricewaterhouseCoopers as its overseas accounting firm[18] Key Accounting Data and Financial Indicators in Recent Years In 2019, the company's operating revenue decreased by 0.69% to RMB 2.95 billion, and net profit attributable to shareholders decreased by 2.27% to RMB 1.10 billion under PRC GAAP, while HKFRS revenue grew by 19.73% to RMB 4.64 billion 2019 Key Accounting Data (under PRC GAAP) | Indicator | 2019 (yuan) | 2018 (yuan) | Period-on-period change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,946,420,820.29 | 2,966,948,529.24 | -0.69 | | Net Profit Attributable to Shareholders of Listed Company | 1,097,546,191.64 | 1,123,042,225.39 | -2.27 | | Net Cash Flow from Operating Activities | 1,822,702,104.07 | 1,807,617,059.70 | 0.83 | | Net Assets Attributable to Shareholders of Listed Company (period-end) | 10,737,909,003.94 | 10,069,996,981.61 | 6.63 | | Total Assets (period-end) | 15,920,011,667.90 | 14,780,287,813.81 | 7.71 | 2019 Key Financial Indicators (under PRC GAAP) | Indicator | 2019 | 2018 | Period-on-period change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.6617 | 0.6771 | -2.27 | | Weighted Average Return on Net Assets (%) | 10.58 | 11.56 | Decreased by 0.98 percentage points | 2019 Performance Summary (under HKFRS) | Indicator | 2019 (thousand yuan) | 2018 (thousand yuan) | | :--- | :--- | :--- | | Revenue | 4,640,431 | 3,875,803 | | Profit before tax | 1,550,142 | 1,537,528 | | Profit attributable to owners of the Company | 1,089,855 | 1,115,361 | | Basic earnings per share (RMB yuan) | 0.6571 | 0.6725 | - Under HKFRS, 2019 revenue increased by 19.73%, primarily due to growth in construction contract revenue[23][44] Differences in Accounting Data under Domestic and Overseas Accounting Standards Differences in net profit and net assets under domestic and overseas accounting standards primarily stem from higher valuations of toll road concessions, fixed assets, and land use rights by international appraisers in 1996 for H-share listing Differences in Net Profit and Net Assets under Domestic and Overseas Accounting Standards (thousand yuan) | Indicator | Under PRC GAAP | Asset valuation, depreciation/amortization, and related deferred tax | Under Overseas Accounting Standards | | :--- | :--- | :--- | :--- | | Net profit for the current period | 1,097,546 | -7,691 | 1,089,855 | | Net profit for the prior period | 1,123,042 | -7,681 | 1,115,361 | | Net assets attributable to shareholders of listed company (period-end) | 10,737,909 | 40,390 | 10,778,299 | | Net assets attributable to shareholders of listed company (period-start) | 10,069,997 | 48,677 | 10,118,674 | - The differences primarily arise from the higher valuation of toll road concessions, fixed assets, and land use rights by international asset appraisers compared to Chinese appraisers in 1996 for the H-share listing, impacting depreciation/amortization and related deferred taxes[25] Key Quarterly Financial Data for 2019 Quarterly financial data for 2019 shows fluctuations in operating revenue and net profit attributable to shareholders, with the third quarter performing relatively better, and operating cash flow also exhibiting quarterly variations 2019 Key Quarterly Financial Data (under PRC GAAP, unit: yuan) | Indicator | Q1 (Jan-Mar) | Q2 (Apr-Jun) | Q3 (Jul-Sep) | Q4 (Oct-Dec) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 749,910,855.39 | 717,590,250.69 | 762,277,103.12 | 716,642,611.09 | | Net Profit Attributable to Shareholders of Listed Company | 289,033,267.30 | 258,842,401.25 | 297,664,095.55 | 252,006,427.54 | | Net Cash Flow from Operating Activities | 496,154,226.07 | 439,351,356.56 | 530,057,611.41 | 357,138,910.03 | Non-Recurring Gains and Losses Items and Amounts In 2019, the company's non-recurring gains and losses totaled RMB 12.74 million, a significant increase from 2018, primarily driven by fair value changes from trading financial assets and other non-operating income and expenses 2019 Non-Recurring Gains and Losses Items and Amounts (under PRC GAAP, unit: yuan) | Non-Recurring Gains and Losses Item | 2019 Amount | 2018 Amount | 2017 Amount | | :--- | :--- | :--- | :--- | | Gains or losses on disposal of non-current assets | -210,413.99 | -31,483.55 | -2,462,459.48 | | Government grants recognized in current profit or loss | 2,633,445.68 | 2,477,442.35 | 5,474,674.48 | | Fair value changes and investment income from trading financial assets, derivative financial assets, etc. | 11,891,005.50 | 0.00 | 0.00 | | Other non-operating income and expenses apart from the above | 4,344,035.91 | 550,161.24 | 303,001.14 | | Total | 12,739,248.60 | 2,330,360.40 | -10,134,168.22 | - The total non-recurring gains and losses for 2019 amounted to RMB 12.74 million, a significant increase from 2018[28] - This was mainly due to income from floating-rate structured deposits purchased from banks, recognized as fair value change gains of 11.89 million yuan[28] Items Measured at Fair Value As of the end of 2019, items measured at fair value totaled RMB 737.85 million, a substantial increase from the beginning of the period, mainly due to structured deposits classified as trading financial assets 2019 Items Measured at Fair Value (unit: yuan) | Project Name | Beginning Balance | Ending Balance | Current Period Change | Impact on Current Period Profit | | :--- | :--- | :--- | :--- | :--- | | Other equity instrument investments | 336,299,364.67 | 315,530,888.10 | -20,768,476.57 | 0.00 | | Trading financial assets - structured deposits | 0.00 | 422,316,986.30 | 422,316,986.30 | 11,891,005.50 | | Total | 336,299,364.67 | 737,847,874.40 | 401,548,509.73 | 11,891,005.50 | - The ending balance of trading financial assets—structured deposits was 422.32 million yuan, impacting current period profit by 11.89 million yuan[29] Company Background Anhui Expressway Company Limited, established in Anhui, China on August 15, 1996, with a registered capital of RMB 1.66 billion, primarily operates and manages toll roads, being the first Chinese highway company listed in Hong Kong - The Company was established on August 15, 1996, in Anhui Province, People's Republic of China, with a registered capital of RMB 1.66 billion yuan[30] - The Company primarily engages in the operation and management of toll roads and related businesses[30] - The Company is the first highway company listed in Hong Kong and the only listed highway company in Anhui Province[30] - H-shares were listed on The Stock Exchange of Hong Kong Limited (code: 0995) on November 13, 1996, and A-shares were listed on the Shanghai Stock Exchange (code: 600012) on January 7, 2003[30] Section III Business Overview This section outlines the company's core business of investing, constructing, operating, and managing toll roads in Anhui, its operating model, and the industry landscape, including challenges and opportunities Description of Company's Main Business, Operating Model, and Industry Situation During the Reporting Period The company's core business involves investing, constructing, operating, and managing 557 kilometers of toll roads in Anhui, with total assets of RMB 15.92 billion, while also exploring diversified businesses and adapting to industry policy changes - The company's main business is investing, constructing, operating, and managing certain toll roads within Anhui Province, providing passage services to vehicles by collecting tolls[33] - As of December 31, 2019, the company's operational highway mileage reached 557 kilometers, with total assets of approximately RMB 15.92 billion yuan[33] - The company also provides entrusted management services for certain road sections to Anhui Transportation Holding Group and its subsidiaries, managing a total expressway mileage of 707 kilometers[33] - The Group actively explores businesses such as expressway roadside advertising, quasi-financial services, and fund investments to expand its profit margins[33] - The company operates under a toll road business model, with the industry entering a stable development phase, focusing on parallel route densification, regional expressway connections, smart transportation popularization, and traffic information industrialization[34] - The "Toll Road Management Regulations" have not yet been officially promulgated, leaving industry policies uncertain; the cancellation of provincial border toll stations and promotion of ETC will bring fundamental changes to the industry's operating management model[34] Explanation of Significant Changes in Company's Major Assets During the Reporting Period During the reporting period, significant asset changes included a 44.34% decrease in construction in progress due to reclassification, a 92.22% increase in accounts payable, and substantial reductions in long-term payables and deferred tax liabilities due to debt-to-equity conversion Major Asset and Liability Changes (unit: yuan) | Item | December 31, 2019 | December 31, 2018 | Change (%) | Explanation of Change | | :--- | :--- | :--- | :--- | :--- | | Construction in progress | 71,255,879.88 | 128,028,388.34 | -44.34 | Primarily due to the reclassification of Longtang toll station expansion project to fixed assets at the end of the reporting period | | Accounts payable | 1,210,422,954.45 | 629,705,853.96 | 92.22 | Primarily due to increased payables for the Hening Expressway expansion project during the reporting period | | Long-term payables | 392,499,619.04 | 1,079,788,259.52 | -63.65 | Primarily due to Ningxuanhang Company's debt-to-capital reserve conversion and repayment of minority shareholder loans during the reporting period | | Deferred tax liabilities | 15,153,898.32 | 96,381,915.99 | -84.28 | Primarily due to Ningxuanhang Company's debt-to-capital reserve conversion during the reporting period | | Minority interests | 831,833,345.60 | 511,101,971.26 | 62.75 | Primarily due to Ningxuanhang Company's debt-to-capital reserve conversion during the reporting period | - Overseas assets amounted to RMB 2.04 million yuan, accounting for 0.01% of total assets[37] Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness stems from its advantageous geographical location, stable financial performance, strong credit rating, low debt-to-asset ratio, and a positive market image built on transparent information disclosure and consistent high cash dividends - The Group's core business is the concession operation of transportation infrastructure, with its operating area located in Anhui Province, enjoying a superior geographical location and significant regional advantages, benefiting from the national "Yangtze River Delta Integration" strategy and "Yangtze River Economic Belt" development strategy[38] - The company's performance is excellent and stable, with a high credit rating, low asset-liability ratio, and strong solvency, providing effective guarantees for future equity financing and capital operations[38] - The company's information disclosure is sufficient, fair, and compliant, and it consistently adheres to a high cash dividend policy, establishing a stable investor base and a good market image in both domestic and overseas capital markets[38] Section IV Board of Directors' Report This section details the company's operational performance, strategic implementation, investment activities, and governance, while also acknowledging challenges such as slowing traffic growth and the impact of the COVID-19 pandemic Management Discussion and Analysis of Operations The company successfully implemented its "1123" development strategy, completing the Hening Expressway expansion, enhancing operational digitalization, and making progress in overseas investments, despite facing economic headwinds and the COVID-19 pandemic - The company deeply implemented the "1123" development strategy, and various targets and tasks were basically completed[39] - The Hening Expressway expansion project was fully completed and put into operation with eight lanes; during the reporting period, an investment of RMB 1.72 billion yuan was completed, with a cumulative investment of 3.65 billion yuan[40] - Operational informatization achieved full coverage, increasing the proportion of independent maintenance of mechanical and electrical equipment, and improving the one-time pass rate of ETC lanes[40] - The work of canceling provincial border toll stations was largely completed, with 8 main line toll stations dismantled and renovated, 1 temporary ramp station newly built, and ETC lane renovation and gantry system construction completed[40] - The company participated in an investment consortium led by China Merchants Expressway, intending to acquire a 51% equity stake and shareholder loans in Turkey's Istanbul Third Bridge and Northern Marmara Motorway and its operation and maintenance company[41] - An investment of RMB 6 million yuan was made to establish an information industry company, holding a 10% stake, with the first installment of 3 million yuan already paid[41] - In 2019, a total of RMB 212 million yuan in equity dividends was recognized, an increase of 17.78% compared to the same period last year[41] - The company's corporate governance structure is sound, with the "three meetings and one layer" performing their respective duties, continuously optimizing internal control systems[42] - The company faces challenges from the COVID-19 pandemic, slow traffic growth on main road assets, approaching expiration of concession periods for core road sections, and the test of intelligent upgrading of operation and management[43] Key Operating Performance During the Reporting Period In 2019, operating revenue under PRC GAAP decreased by 0.69% to RMB 2.95 billion, while HKFRS revenue increased by 19.73% to RMB 4.64 billion, driven by construction contract income, with management and financial expenses showing varied changes 2019 Key Financial Data (under PRC GAAP, unit: thousand yuan) | Indicator | 2019 | 2018 | Period-on-period change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,946,421 | 2,966,949 | -0.69 | | Total Profit | 1,560,167 | 1,547,540 | 0.82 | | Net Profit Attributable to Owners of the Company | 1,097,546 | 1,123,042 | -2.27 | | Basic Earnings Per Share (yuan) | 0.6617 | 0.6771 | -2.27 | 2019 Key Financial Data (under HKFRS, unit: thousand yuan) | Indicator | 2019 | 2018 | Period-on-period change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,640,431 | 3,875,803 | 19.73 | | Profit before income tax | 1,550,142 | 1,537,528 | 0.82 | | Profit attributable to owners of the Company | 1,089,855 | 1,115,361 | -2.29 | | Basic earnings per share (yuan) | 0.6571 | 0.6725 | -2.29 | - The Group's toll revenue in 2019 was RMB 2.75 billion yuan, an increase of 2.15% year-on-year[45] - Policy-related toll exemptions totaled RMB 10.02 billion yuan, an increase of 8.09% year-on-year[45][46] 2019 Toll Revenue and Traffic Flow Changes for Each Toll Road | Project | 2019 Daily Average Traffic Flow (vehicles) | 2018 Daily Average Traffic Flow (vehicles) | Traffic Flow Change (%) | 2019 Toll Revenue (thousand yuan) | 2018 Toll Revenue (thousand yuan) | Toll Revenue Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hening Expressway | 24,308 | 24,876 | -2.28 | 843,864 | 888,218 | -4.99 | | G205 Tianchang Section New Line | 6,921 | 5,987 | 15.60 | 87,128 | 75,309 | 15.69 | | Gaojie Expressway | 18,053 | 17,133 | 5.37 | 716,249 | 684,742 | 4.60 | | Xuanguang Expressway | 26,221 | 25,341 | 3.47 | 547,359 | 544,842 | 0.46 | | Lianyungang-Huoerguosi Expressway Anhui Section | 16,523 | 14,682 | 12.54 | 291,486 | 264,128 | 10.36 | | Ninghuai Expressway Tianchang Section | 35,822 | 34,568 | 3.63 | 106,802 | 108,037 | -1.14 | | Guangci Expressway | 29,584 | 27,361 | 8.12 | 110,610 | 99,723 | 10.92 | | Ningxuanhang Expressway | 4,988 | 3,944 | 26.47 | 132,748 | 111,513 | 19.04 | - Wantong Pawnshop achieved operating revenue of RMB 4.23 million yuan and net profit of RMB 2.93 million yuan in 2019, an increase in profit of RMB 2.49 million yuan compared to the previous year[56] 2019 Analysis of Changes in Income Statement and Cash Flow Statement Items (unit: yuan) | Item | Current Period Amount | Prior Period Amount | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,946,420,820.29 | 2,966,948,529.24 | -0.69 | | Operating Costs | 1,272,488,308.82 | 1,282,803,758.59 | -0.80 | | Administrative Expenses | 98,015,239.43 | 84,383,089.78 | 16.16 | | Financial Expenses | 51,699,093.28 | 53,115,973.85 | -2.67 | | Gains from Fair Value Changes | 11,891,005.50 | 0.00 | Not applicable | | Net Cash Flow from Operating Activities | 1,822,702,104.07 | 1,807,617,059.70 | 0.83 | | Net Cash Flow from Investing Activities | -1,716,710,610.67 | -714,135,025.76 | 140.39 | | Net Cash Flow from Financing Activities | -654,204,253.20 | -469,402,476.69 | 39.37 | - Administrative expenses increased by 16.16%, mainly due to increased remuneration for management personnel[59][68] - Financial expenses decreased by 2.67%, mainly due to the reduction in amortization of the carrying amount of long-term payables to minority shareholders after Ningxuanhang Company's debt-to-capital reserve conversion[59][69] - Gains from fair value changes increased, primarily due to the company's income from floating-rate structured deposits purchased from banks[59][70] - Net cash outflow from investing activities increased by 140.39%, mainly due to a year-on-year increase in the net amount of structured deposits purchased from banks[59][73] - Net cash outflow from financing activities increased by 39.37%, mainly due to a year-on-year increase in Ningxuanhang Company's repayment of minority shareholder loans[59][73] 2019 Main Business by Industry (unit: yuan) | Industry Segment | Operating Revenue | Operating Costs | Gross Profit Margin (%) | Year-on-year change in Operating Revenue (%) | Year-on-year change in Operating Costs (%) | Year-on-year change in Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Toll Road Business | 2,780,302,310.31 | 1,162,024,345.50 | 58.21 | 2.04 | 5.97 | Decreased by 1.54 percentage points | | Pawn Business | 4,225,831.65 | 0.00 | Not applicable | -33.49 | Not applicable | Not applicable | - Highway maintenance expenses in the toll road business increased by 44.68% year-on-year, mainly due to a significant increase in highway maintenance costs for sections like Lianyungang-Huoerguosi Expressway and Xuanguang Expressway due to their long service life and deteriorating road conditions[65] 2019 Asset and Liability Status Changes (unit: yuan) | Item Name | Current Period End Amount | Proportion of Total Assets at Period End (%) | Prior Period End Amount | Proportion of Total Assets at Prior Period End (%) | Change from Prior Period End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Construction in progress | 71,255,879.88 | 0.45 | 128,028,388.34 | 0.87 | -44.34 | | Accounts payable | 1,210,422,954.45 | 7.60 | 629,705,853.96 | 4.26 | 92.22 | | Long-term payables | 392,499,619.04 | 2.47 | 1,079,788,259.52 | 7.31 | -63.65 | | Deferred tax liabilities | 15,153,898.32 | 0.10 | 96,381,915.99 | 0.65 | -84.28 | | Minority interests | 831,833,345.60 | 5.23 | 511,101,971.26 | 3.46 | 62.75 | Industry Operating Information Analysis The expressway industry offers broad development potential, particularly in central and western regions, but faces challenges from declining investment returns, rising costs, policy-driven toll reductions, and competition from other transport modes, necessitating diversification and digital transformation - The expressway industry has broad development space, benefiting from major national strategies (such as Yangtze River Delta integration, "Transportation Powerhouse" construction) and road network construction space in central and western provinces[77] - The industry faces challenges of gradually decreasing investment returns, including limited growth in toll revenue, rising land acquisition and demolition costs, increasing policy-driven toll reductions, and diversion effects from other transportation modes[78] - Diversification and transformation have become strategic choices for industry development[78] - The controlling shareholder has strong capabilities, and state-owned enterprise reform (such as equity incentives, asset securitization, transformation, and upgrading) provides huge opportunities for the company's development[79] - The informatization level of expressways is continuously strengthening, and the trend of information industrialization based on big data, cloud computing, and other technologies has formed, bringing new opportunities for the company's transformation and upgrading[80] Investment Status Analysis The company made new equity investments of RMB 3 million in an information industry company and committed USD 48.195 million to acquire a 7% stake in a Turkish bridge and highway project, while the Hening Expressway expansion project was completed and operational - During the reporting period, the company made new equity investments of RMB 3 million yuan, participating in the establishment of Anhui Transportation Holding Information Industry Company, holding a 10% stake[81] - The company participated in an investment consortium led by China Merchants Expressway, intending to invest 48.195 million USD to hold a 7% stake in the consortium's Hong Kong SPV, acquiring a 51% equity stake and shareholder loans in Turkey's Istanbul Third Bridge and Northern Marmara Motorway and its operation and maintenance company[82] Significant Non-Equity Investment: Hening Expressway Expansion Project | Project Name | Project Overview | Estimated Amount (hundred million yuan) | Project Progress | Amount Invested This Year (hundred million yuan) | Cumulative Actual Investment (hundred million yuan) | Project Revenue Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hening Expressway Expansion Project | Total length approximately 87 kilometers | 63.75 | The project commenced construction in November 2016. | 17.19 | 36.49 | The project officially commenced operations at the end of 2019 | Financial Assets Measured at Fair Value (unit: yuan) | Project Name | Beginning Balance | Ending Balance | Impact on Current Period Profit | | :--- | :--- | :--- | :--- | | Other equity instrument investments | 336,299,364.67 | 315,530,888.10 | 0.00 | | Trading financial assets - structured deposits | 0.00 | 422,316,986.30 | 11,891,005.50 | | Total | 336,299,364.67 | 737,847,874.40 | 11,891,005.50 | Analysis of Major Holding and Participating Companies The company's portfolio of holding and participating companies spans highway operations, media, and financial investments, with most entities reporting profits, though Ningxuanhang Company recorded a net loss of RMB 368.97 million in 2019 Financial and Business Overview of Major Holding and Participating Companies (unit: thousand yuan) | Company Name | Group's Equity Interest | Registered Capital | Total Assets as of Dec 31, 2019 | Net Assets as of Dec 31, 2019 | 2019 Operating Revenue | 2019 Net Profit | Main Business | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xuanguang Company | 55.47% | 111,760 | 987,198 | 687,361 | 550,989 | 251,141 | Construction, management, and operation of Xuanguang Expressway | | Ningxuanhang Company | 51% | 300,000 | 4,736,250 | 818,105 | 154,031 | -368,972 | Construction, design, supervision, toll collection, maintenance, management, technical consulting, and advertising services for high-grade highways | | Guangci Company | 55.47% | 56,800 | 275,130 | 258,354 | 109,153 | 66,888 | Construction, management, and operation of Guangci Expressway | | Gaosu Media | 38% | 50,000 | 481,148 | 348,626 | 148,805 | 67,437 | Design, production, publication, and agency of domestic advertising | | Xinan Financial | 6.62% | 1,900,000 | 3,407,296 | 2,851,282 | 210,132 | 104,325 | Financial investment, equity investment, management consulting | | Xinan Capital | 6.62% | 1,120,000 | 2,808,223 | 1,040,107 | 603,919 | 80,517 | Internet financial services, network information services, pawn business, etc. | | Wantong Pawnshop | 71.43% | 157,500 | 81,902 | 73,071 | 4,226 | 2,929 | Movable property pledge pawn business, property rights pledge pawn business, real estate mortgage pawn business | | Wantong Microcredit | 10% | 150,000 | 117,857 | 115,026 | 8,211 | 522 | Issuance of small loans, small enterprise management consulting, financial consulting | - Ningxuanhang Company's net profit in 2019 was -368.97 million yuan, indicating a continued loss[85] Company's Discussion and Analysis of Future Development The company's "1123" development strategy focuses on asset injection, internationalization, and diversified growth to expand its core highway business, innovate, and explore global markets, while acknowledging policy and market risks - Future development trends in the expressway industry include slowing investment growth but still large scale, growth potential in central and western regions, and a focus on road network optimization, connection, and structural synergistic adjustment[91] - Industry investment and financing system reforms will deepen, with PPP models and market-based debt financing becoming hot topics[91] - The company has formulated a "1123" development strategy: "focusing on one core (highway asset resources), implementing one task (asset injection), exploring two directions (internationalization, diversification), and achieving three major goals (expanding main business scale, innovating diversified development, exploring international markets)"[93] - The company's operating plan is affected by the COVID-19 pandemic, with a toll-free policy implemented from February 17, 2020, impacting operating targets, and the company will actively seek policy support[94][97] - The company faces policy risks, including adjustments to industry policies (toll standards, ETC promotion) and the risk of concession expiration[98][99] - The company faces market risks, including the impact of macroeconomic fluctuations and changes in the road network (such as new parallel routes, high-speed rail diversion, and shift from road to rail/water transport) on toll revenue[101][102] Work on Actively Fulfilling Social Responsibilities The company actively fulfills its ESG responsibilities, adhering to laws and regulations, enhancing governance, and achieving significant results in road safety, green operations, and poverty alleviation, confirming compliance with HKEX ESG guidelines - The company actively undertakes corporate environmental, social, and governance responsibilities, strictly complying with laws and regulations in operational practices, environmental protection, and employment[103] - In 2019, relying on the ESG working group, the company reviewed and assessed material issues, and refined internal rules and annual management practices[103] - The company continuously promotes road safety and smooth traffic management, green maintenance, green operations, and green office practices, and enhances service capabilities, with its "Smiling Service" brand receiving multiple honors[103] - The company continues to advance targeted poverty alleviation efforts, implementing industrial poverty alleviation, public welfare education, and infrastructure construction projects in paired poverty-stricken villages, achieving the goal of "villages lifted out of poverty, households lifted out of poverty" as scheduled[103] - The Board of Directors confirms that the company complies with the applicable provisions of the "Environmental, Social and Governance Reporting Guide" contained in the Listing Rules of The Stock Exchange of Hong Kong Limited[103] Liquidity, Financial Resources, and Capital Structure The group secured RMB 545 million in new bank loans in 2019, with a year-end balance of RMB 2.11 billion in long-term borrowings, maintaining a low capital-to-debt ratio of 6.17% and substantial unused credit lines - During the reporting period, the Group cumulatively obtained bank loans of RMB 545 million yuan (2018: RMB 42 million yuan)[107] - As of the end of the reporting period, the bank loan balance was RMB 2.11 billion yuan (2018: RMB 1.71 billion yuan), all of which were long-term borrowings[107] - As of December 31, 2019, the capital-to-debt ratio (under HKFRS) was 6.17% (2018: 5.13%), consistently maintaining the capital-to-debt ratio below 30%[108] - The Group has a good credit rating, with a total credit line of RMB 3.06 billion yuan as of December 31, 2019, and an unused credit line of RMB 1.65 billion yuan[73] Pledge of Assets and Contingent Liabilities As of December 31, 2019, approximately RMB 580 million in bank loans were secured by future toll revenues from the Hening Expressway expansion, and RMB 830 million by toll revenues from the Lixuan section of the Ningxuanhang Expressway, with no contingent liabilities - As of December 31, 2019, bank loans of approximately RMB 580 million yuan were pledged against the toll revenue to be enjoyed by the Group after the completion of the Hening Expressway expansion project[109] - Bank loans of approximately RMB 830 million yuan were pledged against the toll revenue enjoyed by the Group from the Lixuan to Xuancheng section of the Ningxuanhang Expressway (Anhui section)[109] - As of December 31, 2019, the Group had no contingent liabilities[109] Significant Investments and Acquisitions/Disposals The company plans to invest USD 48.195 million for a 7% stake in a Hong Kong SPV, which will acquire 51% equity and shareholder loans in Turkey's Third Bosphorus Bridge and Northern Marmara Motorway, with no payment made as of the disclosure date - The company participated in an investment consortium led by China Merchants Expressway, intending to acquire a 51% equity stake and shareholder loans in Turkey's Istanbul Third Bridge and Northern Marmara Motorway and its operation and maintenance company[110] - The company intends to invest 48.195 million USD and hold a 7% stake in the consortium's Hong Kong SPV[110] - As of the disclosure date of this announcement, the company has not yet paid the investment amount[110] Charitable Donations For the year ended December 31, 2019, the group made charitable donations of approximately RMB 0.25 million, an increase from RMB 0.23 million in 2018 - For the year ended December 31, 2019, the Group made charitable donations of approximately RMB 0.25 million yuan (2018: RMB 0.23 million yuan)[114] Section V Significant Matters This section covers the company's profit distribution plan, fulfillment of commitments, analysis of accounting policy changes, appointment of auditors, significant related party transactions, major contracts, and other important operational updates Ordinary Share Profit Distribution or Capital Reserve Conversion Plan The company proposes a cash dividend of RMB 2.30 per 10 shares (tax inclusive) for 2019, totaling RMB 381.48 million, representing 34.76% of net profit attributable to ordinary shareholders, continuing its 23-year dividend payout streak - The company has consistently rewarded shareholders since its listing, distributing cash dividends uninterrupted for 23 years[117] - The company has further refined its cash dividend policy in the "Articles of Association," standardizing the decision-making mechanism and procedures for profit distribution plans[117] Company's Ordinary Share Dividend Distribution Plans or Proposals for the Past Three Years (unit: thousand yuan) | Dividend Year | Dividend per 10 shares (yuan) (tax inclusive) | Amount of Cash Dividend (tax inclusive) | Net Profit Attributable to Ordinary Shareholders of Listed Company in Consolidated Statement for the Dividend Year | Ratio to Net Profit Attributable to Ordinary Shareholders of Listed Company in Consolidated Statement (%) | | :--- | :--- | :--- | :--- | :--- | | 2019 | 2.30 | 381,480.30 | 1,097,546.19 | 34.76 | | 2018 | 2.50 | 414,652.50 | 1,123,042.23 | 36.92 | | 2017 | 2.30 | 381,480.30 | 1,091,343.09 | 34.96 | - This year, the company will not implement a capital reserve conversion plan[5] Fulfillment of Commitments The company's controlling shareholder, Anhui Transportation Holding Group, committed to supporting asset acquisitions and proposing long-term incentive plans, with all commitments being timely and strictly fulfilled during the reporting period Fulfillment of Commitments | Commitment Background | Commitment Type | Committing Party | Commitment Content | Commitment Time and Duration | Has Performance Deadline | Timely and Strictly Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commitments related to share reform | Other | Anhui Transportation Holding Group | Will continue to support the company in acquiring high-quality highway assets owned by Anhui Transportation Holding Group in the future, and will, as always, focus on protecting shareholders' interests. | February 13, 2006, long-term effective | No | Yes | | Commitments related to share reform | Other | Anhui Transportation Holding Group, China Merchants Expressway | After the completion of the share reform, will recommend that the company's Board of Directors formulate a long-term incentive plan, including equity incentives, and that the company's Board of Directors implement such long-term incentive plan in accordance with relevant national regulations or after approval by the company's general meeting of shareholders. | February 13, 2006, long-term effective | No | Yes | | Commitments related to initial public offering | Resolution of horizontal competition | Anhui Transportation Holding Group | Commits not to participate in any business or activity that actually or potentially constitutes direct or indirect competition with the company's current business. | October 12, 1996, long-term effective | No | Yes | Analysis of Reasons and Impact of Changes in Accounting Policies, Accounting Estimates, or Correction of Significant Accounting Errors The company retrospectively adopted HKFRS 16 "Leases" from January 1, 2019, resulting in a RMB 9.40 million increase in right-of-use assets and a corresponding decrease in land use rights, with no impact on retained earnings - The Group retrospectively adopted HKFRS 16 "Leases" from January 1, 2019[124] - Due to the adoption of the new lease standard, right-of-use assets in the consolidated balance sheet increased by RMB 9.40 million yuan, land use rights decreased by RMB 9.40 million yuan, with no impact on retained earnings as of January 1, 2019[127] - The company did not restate comparative figures for the 2018 reporting period[124] - The company did not experience any significant accounting error corrections[128] Appointment and Dismissal of Accounting Firms The company re-appointed PwC Zhongtian as its domestic auditor (RMB 1.05 million) and PwC as its Hong Kong auditor (RMB 0.70 million) for 2019, both for 18 years, with PwC Zhongtian also auditing internal controls (RMB 0.35 million) Appointment of Accounting Firms (unit: ten thousand yuan) | Firm Type | Name | Remuneration | Audit Tenure | | :--- | :--- | :--- | :--- | | Domestic Accounting Firm | PwC Zhongtian Certified Public Accountants (Special General Partnership) | 105 | 18 | | Overseas Accounting Firm | PricewaterhouseCoopers | 70 | 18 | | Internal Control Audit Accounting Firm | PwC Zhongtian Certified Public Accountants (Special General Partnership) | 35 | - | - The company's audit committee is responsible for reviewing the appointment,