中国水务(00855) - 2025 - 年度财报

Company Information Company Overview This section outlines the company's fundamental information, including its governance structure, key personnel, and principal professional partners - The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with three sub-committees: Audit, Remuneration, and Nomination[6] - The company's auditor is PricewaterhouseCoopers[7] - The company's principal bankers include Asian Development Bank, Bank of East Asia, and China Construction Bank[7] Business Segments The company operates across multiple Chinese provinces, focusing on urban water supply, piped direct drinking water, and environmental protection, serving millions of people - Urban water supply is the company's core business, estimated to serve over 30 million people with approximately 151,000 kilometers of pipelines[9] - Piped direct drinking water supply, a growth area, is estimated to serve approximately 12 million people[9] - Environmental protection business covers wastewater treatment operations and construction, as well as drainage operations[9] Financial Summary Overall Financial Performance For the year ended March 31, 2025, the Group experienced a revenue decline of 9.4% and a 29.9% decrease in profit attributable to owners, yet maintained stable dividends per share Performance Summary (For the year ended March 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 11,655,565 | 12,858,515 | -9.4% | | Gross Profit | 4,404,978 | 4,775,964 | -7.8% | | Profit for the Year | 2,028,078 | 2,591,357 | -21.7% | | Profit Attributable to Owners of the Company | 1,074,633 | 1,533,543 | -29.9% | | Basic Earnings Per Share | 0.66 HKD | 0.94 HKD | -29.8% | | Total Dividend Per Share | 28 HK cents | 28 HK cents | – | Balance Sheet Summary and Ratios (As at March 31) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 65,891,643 | 63,242,070 | 4.2% | | Total Liabilities | 44,018,957 | 41,789,528 | 5.3% | | Net Assets | 21,872,686 | 21,452,542 | 2.0% | | Gearing Ratio | 66.8% | 66.1% | | Segment Performance Analysis Urban water supply remained the core revenue and profit driver, while environmental protection business saw significant growth, contrasting with a substantial decline in piped direct drinking water supply Revenue and Profit Contribution by Business Segment in 2025 | Business Segment | Revenue Contribution | Profit Contribution | | :--- | :--- | :--- | | Urban Water Supply Business | 64.3% | 64.0% | | Piped Direct Drinking Water Supply Business | 5.6% | 6.2% | | Environmental Protection Business | 13.1% | 14.3% | | General Contracting Construction and Others | 17.0% | 15.5% | Urban Water Supply Business Analysis Urban water supply revenue decreased by 9.4% due to reduced construction, but segment profit slightly increased by 0.1% due to cost control, with operating revenue becoming more prominent Urban Water Supply Business Financial Performance | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 7,498.1 | 8,276.4 | -9.4% | | Profit | 2,492.9 | 2,490.2 | +0.1% | - The increase in profit was primarily due to cost control over sales costs and the net effect of reduced overall installation, maintenance, and construction projects during the year[40] Piped Direct Drinking Water Supply Business Analysis Piped direct drinking water supply business experienced significant adjustments this year, with revenue decreasing by 61.9% to HKD 0.66 billion and segment profit declining by 58.9% to HKD 0.24 billion, mainly due to reduced installation, maintenance, and construction projects Piped Direct Drinking Water Supply Business Financial Performance | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 656.8 | 1,721.9 | -61.9% | | Profit | 243.2 | 591.7 | -58.9% | - The decline in performance was primarily due to an overall decrease in installation, maintenance, and construction projects during the year[41] Environmental Protection Business Analysis Environmental protection business was a growth highlight this year, with revenue increasing by 42.2% to HKD 1.52 billion and segment profit rising significantly by 56.9% to HKD 0.56 billion, driven by increased operating services from new wastewater treatment projects Environmental Protection Business Financial Performance | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,523.5 | 1,071.5 | +42.2% | | Profit | 555.8 | 354.2 | +56.9% | - The performance growth was primarily due to increased wastewater treatment operating services from new projects during the year[42] Chairman's Statement Financial and Business Performance During the reporting period, the Group strategically optimized its development, prioritizing project returns, which led to a 9.4% decrease in total revenue to HKD 11.66 billion and a 29.9% decrease in profit attributable to owners to HKD 1.07 billion, while maintaining a stable dividend policy with a payout ratio increasing to 42.4% - The Group strategically slowed down construction business, prioritizing projects with better returns, leading to a decrease in related construction revenue[33][39] Annual Key Financial Indicators | Indicator | Amount | Year-on-Year Change | | :--- | :--- | :--- | | Revenue | HKD 11.66 billion | -9.4% | | Gross Profit | HKD 4.41 billion | -7.8% | | Profit Attributable to Owners | HKD 1.08 billion | -29.9% | | Basic Earnings Per Share | HKD 0.66 | -29.8% | - Total annual dividend remained at 28 HK cents per share, with the dividend payout ratio increasing from approximately 29.8% to approximately 42.4%[35] - In January 2025, the company successfully issued RMB 1 billion of 3.45% secured blue bonds for offshore debt repayment and projects under the blue-green financing framework[45] Future Outlook Looking ahead, the Group anticipates benefiting from domestic water price marketization reforms and declining financing costs, continuing to deepen the synergistic development of its "water supply + direct drinking water" dual core businesses, and expanding value-added services to consolidate its industry leadership - Accelerated market-oriented water pricing mechanisms are expected to improve the company's profitability, with reforms in Guangzhou and Shenzhen serving as catalysts[47] - The core strategy is to strengthen the synergistic development of water supply and direct drinking water dual core businesses, promoting a quality leap from "safe water" to "healthy water"[47] - The Group aims to seize green and low-carbon transformation opportunities, expand value-added services like direct drinking water, and cultivate new sustainable growth drivers[47] Liquidity and Financial Resources The Group maintained a healthy liquidity position with HKD 5.45 billion in cash and equivalents at year-end, and despite a net current liability of HKD 3.79 billion, the directors believe the Group has sufficient working capital to meet its financial obligations for the next 12 months Liquidity and Financial Position (As at March 31, 2025) | Indicator | Amount | | :--- | :--- | | Cash and cash equivalents and pledged deposits | Approximately HKD 5.45 billion | | Gearing Ratio | 66.8% | | Net current liabilities | HKD 3.79 billion | | Total outstanding borrowings | HKD 25.19 billion | | Undrawn loan facilities | HKD 13.35 billion | - The Group manages foreign exchange risk arising from RMB exchange rate fluctuations through measures such as entering into currency swap contracts with banks[54] - The Group has various assets pledged as collateral for loan financing, including water supply concession rights, shares in subsidiaries, property, plant and equipment, and investment properties[55] Biographies of Directors and Senior Management Directors and Senior Management Profiles This section details the backgrounds, qualifications, and industry experience of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, highlighting the core management team's extensive experience in water affairs, financial management, investment, and corporate governance - Mr. Duan Chuanliang, Chairman and Executive Director, is the founder of the Group's water business and possesses over 30 years of experience in China's water industry[61] - The executive director team members have professional backgrounds in financial management, infrastructure project investment and operation, smart water solutions, and corporate management[62][63] - Non-executive and independent non-executive directors come from diverse backgrounds, including financial services, insurance, securities, and accounting, bringing varied professional perspectives to the Board[64][65][67][68][69] Corporate Governance Report Corporate Governance Practices The company is committed to maintaining high standards of corporate governance, having complied with most provisions of the Corporate Governance Code during the reporting period, with explained deviations regarding the roles of Chairman and CEO and directors' retirement by rotation - The company complied with all applicable provisions of the Corporate Governance Code, with deviations only from Rule C.2.1 (roles of Chairman and Chief Executive), B.2.2 (Chairman's retirement by rotation), and C.1.6 (some directors' attendance at general meetings)[73][74] - The company explained that the structure where Chairman and Chief Executive duties are jointly undertaken by executive directors contributes to strong and consistent leadership, and the Chairman's re-election provides consistent leadership for executing long-term strategies[73][74] - The Group's core values are "Water as the Foundation, Achieving Social Good," embodying virtues of fairness, resilience, and purity, guiding the company's relationships with stakeholders[76] Board and Committees The Board comprises twelve directors, including four executive, four non-executive, and four independent non-executive directors, meeting listing rule requirements, with Audit, Remuneration, and Nomination Committees predominantly or entirely composed of independent non-executive directors to ensure independence and professionalism - The Board consists of 12 members, including 4 independent non-executive directors, complying with Listing Rules requirements[79] - The Audit Committee and Remuneration Committee members are all independent non-executive directors, while the Nomination Committee comprises one executive director and three independent non-executive directors[83][85][89] - The company has adopted a Board Diversity Policy, considering factors such as gender, age, and professional experience; as of the reporting period end, there are four female members on the Board[91] Board Meeting Attendance Record (Partial) | Director Name | Board | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | | Mr. Duan Chuanliang (Chairman) | 4/(4) | Not Applicable | Not Applicable | 3/(3) | | Mr. Zhou Jinrong (Independent Director) | 4/(4) | 2/(2) | 3/(3) | 3/(3) | | Mr. Shao Ziming (Independent Director) | 4/(4) | 2/(2) | 3/(3) | 3/(3) | | Ms. He Ping (Independent Director) | 4/(4) | 2/(2) | 3/(3) | 3/(3) | Risk Management and Internal Control The Board holds ultimate responsibility for the Group's risk management and internal control systems, continuously reviewing their effectiveness, with a structured framework involving the Board, Audit Committee, management, and internal audit team, which was deemed effective and sufficient during the reporting period - The Group's risk management framework is structured into four levels: the Board (strategy formulation), Audit Committee (oversight), management (design and implementation), and internal audit team (evaluation and reporting)[104][105][107][108][111] - The Board has reviewed the effectiveness of the risk management and internal control systems for the current year and deemed them effective and sufficient[109] - The Group has an anti-corruption and whistleblowing system, allowing employees and other stakeholders to report misconduct via hotline or email to the internal audit department or Audit Committee[110] Shareholder Rights and Communication The company communicates with shareholders through various channels, including reports and announcements, and has an investor relations team, allowing shareholders to exercise rights through general meetings, with a dividend policy targeting a payout ratio of no less than 30% of basic earnings per share - Shareholders holding not less than 10% of the paid-up capital may request the Board to convene an extraordinary general meeting[114] - The company has adopted a dividend policy, targeting a dividend payout ratio of no less than 30% of basic earnings per share for each financial year[118] Directors' Report Principal Risks and Uncertainties The Group faces principal risks including operational, liquidity, and legal and regulatory compliance risks, which are managed through established mechanisms such as standardized operating procedures, close monitoring of cash flow and compliance status, and regular risk assessments - Operational risk refers to the risk of loss resulting from inadequate internal processes, people, or systems, or from external events, managed through standardized operating procedures across functional divisions and departments[129] - Liquidity risk refers to the risk of being unable to meet loan agreement obligations, mitigated by closely monitoring compliance and cash flow levels[130] - Legal and regulatory compliance risk refers to risks arising from changes in government laws and regulations, addressed by closely monitoring market regulatory developments and consulting external advisors[131] Share Repurchases During the year ended March 31, 2025, the company repurchased a total of 4,774,000 ordinary shares on the Stock Exchange for approximately HKD 27.52 million, all held as treasury shares Details of Share Repurchases During the Year | Year/Month | Number of Shares Repurchased | Highest Price Per Share (HKD) | Lowest Price Per Share (HKD) | Total Consideration (HKD) | | :--- | :--- | :--- | :--- | :--- | | October 2024 | 380,000 | 5.17 | 4.90 | 1,918,000 | | February 2025 | 2,160,000 | 6.05 | 5.78 | 12,948,000 | | March 2025 | 2,234,000 | 5.80 | 5.45 | 12,649,000 | | Total for the Year | 4,774,000 | | | 27,515,000 | Major Shareholders As of March 31, 2025, the company's major shareholders included Chairman Mr. Duan Chuanliang (approximately 27.29% stake) and ORIX Corporation (approximately 27.27% stake), with Qingdao Haifa State-owned Capital Investment and Operation Group Co., Ltd. and Great Wall Life Insurance Co., Ltd. also holding over 5% Major Shareholder Holdings (As at March 31, 2025) | Shareholder Name | Approximate Percentage of Shareholding | | :--- | :--- | | Mr. Duan Chuanliang | 27.29% | | ORIX Corporation | 27.27% | | Qingdao Haifa State-owned Capital Investment and Operation Group Co., Ltd. | 7.52% | | Great Wall Life Insurance Co., Ltd. | 5.02% | Connected Transactions During the reporting period, the Group engaged in a continuing connected transaction involving the purchase of piped direct drinking water system equipment and services from Jiangxi Yinli Direct Drinking Water Equipment Co., Ltd., a connected subsidiary, with the transaction amount of approximately HKD 27.79 million falling below the annual cap and confirmed by independent non-executive directors as fair and reasonable - The Group entered into a framework agreement with Jiangxi Yinli, a connected subsidiary, for the procurement of piped direct drinking water equipment and services[176] Continuing Connected Transactions with Jiangxi Yinli | Period | Annual Cap | Actual Transaction Amount for the Year | | :--- | :--- | :--- | | April 1, 2024 to March 31, 2025 | RMB 80,000,000 | Approximately RMB 25,563,000 | - Independent non-executive directors and the company's auditor have reviewed these transactions and confirmed they were conducted on normal commercial terms, are fair and reasonable, and comply with Listing Rules requirements[179][181] Independent Auditor's Report Opinion PricewaterhouseCoopers, the auditor, issued an unmodified opinion on the Group's consolidated financial statements, affirming they present a true and fair view of the Group's consolidated financial position as at March 31, 2025, and its financial performance and cash flows for the year then ended, in compliance with the disclosure requirements of the Hong Kong Companies Ordinance - PricewaterhouseCoopers, the auditor, believes 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 issued by the Hong Kong Institute of Certified Public Accountants[192] Key Audit Matters The auditor identified three key audit matters due to significant management judgment and estimation uncertainty: accounting for concession service arrangements, impairment testing of goodwill and other intangible assets, and net realizable value assessment of properties under development and properties held for sale, for which appropriate audit procedures were performed - Key Audit Matter 1: Accounting for concession service arrangements, as determining the appropriateness of accounting treatment requires significant management judgment and assumptions, especially regarding revenue recognition for construction services[199][202] - Key Audit Matter 2: Impairment testing of goodwill and other intangible assets, due to high uncertainty in significant assumptions applied when calculating recoverable amounts, such as usage growth, water tariffs, and discount rates[205][207] - Key Audit Matter 3: Net realizable value assessment of properties under development and properties held for sale, as determining net realizable value involves inherent estimation uncertainty regarding future selling prices and completion costs[215] Consolidated Financial Statements Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group recorded revenue of HKD 11.66 billion, a 9.4% decrease from HKD 12.86 billion last year, with operating profit at HKD 3.53 billion, down 12.9% year-on-year, and profit for the year at HKD 2.03 billion, of which profit attributable to owners was HKD 1.07 billion, a 29.9% decrease Consolidated Statement of Profit or Loss Summary | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 11,655,565 | 12,858,515 | | Gross Profit | 4,404,978 | 4,775,964 | | Profit from operations | 3,527,513 | 4,050,171 | | Profit before income tax | 2,750,145 | 3,369,658 | | Profit for the year | 2,028,078 | 2,591,357 | | Profit attributable to owners of the Company | 1,074,663 | 1,533,543 | Consolidated Statement of Financial Position As at March 31, 2025, the Group's total assets were HKD 65.89 billion, total liabilities were HKD 44.02 billion, and net assets were HKD 21.87 billion, with non-current assets comprising the majority at HKD 48.27 billion, primarily other intangible assets (mainly concession rights) at HKD 34.16 billion, and a net current liability of HKD 3.79 billion Consolidated Statement of Financial Position Summary (As at March 31) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Assets | | | | Non-current assets | 48,271,896 | 46,366,408 | | Current assets | 17,619,747 | 16,875,662 | | Total Assets | 65,891,643 | 63,242,070 | | Liabilities and Equity | | | | Current liabilities | 21,409,424 | 20,747,409 | | Non-current liabilities | 22,609,533 | 21,042,119 | | Total Liabilities | 44,018,957 | 41,789,528 | | Total Equity | 21,872,686 | 21,452,542 | Consolidated Statement of Cash Flows For the current year, the Group generated net cash from operating activities of HKD 3.39 billion, an increase from the previous year, while net cash used in investing activities was HKD 2.87 billion, significantly lower than last year, and net cash used in financing activities was HKD 0.44 billion, resulting in a net increase in cash and cash equivalents of HKD 82.26 million, with a year-end balance of HKD 4.77 billion Consolidated Statement of Cash Flows Summary | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net cash generated from operating activities | 3,393,646 | 2,777,301 | | Net cash used in investing activities | (2,873,195) | (5,433,838) | | Net cash (used in) / generated from financing activities | (438,196) | 605,348 | | Net increase / (decrease) in cash and cash equivalents | 82,255 | (2,051,189) | | Cash and cash equivalents at end of year | 4,771,795 | 4,804,799 |