深圳高速公路股份(00548) - 2025 - 中期财报

Management Discussion and Analysis This section provides an overview of the Group's operational performance, financial position, and future outlook, including key financial metrics and strategic initiatives. Definitions and Major Risk Disclosures This section defines key terms and outlines significant operational risks, including policy changes, economic volatility, and project execution challenges. - The reporting period (mid-2025) refers to the six months from January 1, 2025, to June 30, 2025[10] - The company faces major risks including potential adjustments to concession periods and fee rate controls from revisions to the "Toll Road Management Regulations," significant impact on the solid waste resource utilization industry from local subsidy policies and fiscal payment efficiency, and revenue uncertainty due to market-oriented reform of new energy on-grid tariffs[160] Company Profile Established in 1996, the company focuses on toll road and environmental protection businesses, managing 16 highway projects totaling 613 equity kilometers, with Shenzhen International as its indirect controlling shareholder. - The company primarily engages in the investment, construction, and operation management of toll roads and major environmental protection businesses, including solid waste resource utilization and clean energy power generation[22] - As of the end of the reporting period, the company operates and invests in a total of 16 highway projects, with an equity mileage of approximately 613 kilometers for invested or operated expressways[22] Share Capital Structure | Share Type | Number of Shares | Proportion of Total Share Capital (%) | | :------- | :--------------- | :---------------------------------- | | A-shares | 1,790,356,127 | 70.55 | | H-shares | 747,500,000 | 29.45 | | Total | 2,537,856,127 | 100.00 | Financial Highlights Mid-2025 saw a 4.30% revenue increase to 3.919 billion yuan and a 24.04% rise in net profit to 0.960 billion yuan, driven by fair value gains and lower interest expenses. Key Accounting Data and Financial Indicators for Mid-2025 | Indicator Item | Mid-2025 (RMB Yuan) | Mid-2024 (RMB Yuan) | Change (%) | | :------------- | :------------------ | :------------------ | :--------- | | Operating Revenue | 3,918,555,340.74 | 3,756,892,301.30 | 4.30 | | Total Profit | 1,255,312,119.50 | 1,099,724,969.99 | 14.15 | | Net Profit Attributable to Shareholders of Listed Company | 959,891,990.84 | 773,857,169.47 | 24.04 | | Net Cash Flow from Operating Activities | 1,954,978,990.73 | 1,760,822,084.42 | 11.03 | | Basic Earnings Per Share (Yuan/share) | 0.382 | 0.312 | 22.44 | | Weighted Average Return on Net Assets (%) | 4.34 | 3.68 | Increased by 0.66 percentage points | Asset and Liability Data as of June 30, 2025 | Indicator Item | June 30, 2025 (RMB Yuan) | December 31, 2024 (RMB Yuan) | Change (%) | | :------------- | :----------------------- | :------------------------- | :--------- | | Net Assets Attributable to Shareholders of Listed Company | 26,916,838,311.98 | 21,903,521,723.27 | 22.89 | | Total Assets | 72,038,805,666.83 | 67,558,030,948.58 | 6.63 | - The company early redeemed 4 billion yuan of perpetual bonds issued in 2020 and issued 4 billion yuan of renewable corporate bonds, classified as other equity instruments, with their impact excluded when calculating earnings per share and weighted average return on net assets[27] Company's Main Business and Industry Overview The Group focuses on its dual main businesses of "toll roads + major environmental protection," with toll roads being the primary source of revenue and profit, while major environmental protection includes solid waste resource utilization and clean energy power generation. In the first half of 2025, stable macroeconomic development supported demand for highway transportation and environmental protection services. The company actively advanced major highway projects and continued to expand its scale and operational capabilities in solid waste treatment and clean energy. - The Group primarily engages in the investment, construction, and operation management of toll roads and major environmental protection businesses, with the latter mainly comprising solid waste resource utilization and clean energy power generation[35] - As of the end of the reporting period, the Group's organic waste design treatment capacity exceeded 6,300 tons/day, ranking among the top in the domestic industry; it owns 13 standard wind farms with a cumulative installed wind power capacity of 668 MW, and has invested in and indirectly participated in two distributed photovoltaic power generation projects[40][42] - In the first half of 2025, China's national economy grew by 5.3% year-on-year, and total foreign trade import and export value increased by 2.9% year-on-year, indicating stable economic development favorable for highway transportation and environmental protection business demand[36] Discussion and Analysis of Operating Performance In the first half of 2025, the Group's operating revenue reached 3.919 billion yuan, a year-on-year increase of 4.30%. Toll road business benefited from network connectivity and increased vehicle ownership, leading to higher toll revenue; in major environmental protection, solid waste treatment improved profitability through optimized management and technical upgrades, while clean energy generation revenue decreased due to wind resources and curtailment rates. The Group continued to advance major engineering projects and expanded its entrusted management and land development businesses. Operating Revenue Composition for H1 2025 | Revenue Source | Amount (Billion Yuan) | Proportion of Total Revenue (%) | | :------------- | :-------------------- | :------------------------------ | | Toll Revenue | 2.449 | 62.51 | | Clean Energy and Solid Waste Resource Utilization and other Environmental Businesses Revenue | 0.750 | 19.14 | | Other Revenue | 0.719 | 18.35 | | Total | 3.919 | 100.00 | - In the toll road business, the Shenzhen area benefited from reduced rainfall during the flood season, increased motor vehicle ownership, and network synergy from the opening of the Shenzhen-Zhongshan Link and Yanjiang Phase II, with Yanjiang Expressway's average daily toll revenue increasing by over 20% year-on-year[45][46][48] - For solid waste resource utilization, Lande Environmental improved profitability by optimizing collection and transportation management, strengthening slag resource sales, and implementing technical process upgrades; the Guangming Environmental Park project officially entered commercial operation in February 2025[57][58] - In the clean energy business, Baotou Nanfeng Wind Power's on-grid electricity increased by approximately 17% year-on-year, while Xinjiang Mulei's on-grid electricity and wind power generation revenue decreased year-on-year due to lower wind resources and increased curtailment rates compared to the same period[63] - The Group is actively advancing major engineering projects such as the Jihe Expressway expansion, Outer Ring Phase III, and Guangzhou-Shenzhen section expansion of Beijing-Hong Kong-Macau Expressway; Outer Ring Phase III has completed approximately 20.2% of its physical progress, and the Jihe Expressway expansion project's main structure has completed approximately 12.1% of its physical progress[50][51][52] Core Competitiveness Analysis The Group's core competitiveness stems from its state-owned platform advantage in the Greater Bay Area, integrated management capabilities, continuous innovation, and robust dual-listing capital market financing platform, supporting its development and transformation in transportation infrastructure and environmental protection. - As a Shenzhen state-owned controlled platform for investment, construction, management, and maintenance of highways and major environmental protection infrastructure, the company enjoys a favorable geographical advantage in the Greater Bay Area and actively seizes "dual-zone" construction opportunities to expand quality projects[74] - The company has accumulated extensive experience in the investment, construction, and operation management of large-scale infrastructure projects, forming integrated management capabilities from investment and construction to operation and maintenance, which are also applied in solid waste resource utilization and clean energy power generation[75] - The company emphasizes innovation, applying new technologies, materials, processes, and models in key construction projects, and actively promotes research and application of intelligent transportation/environmental protection, having successfully developed a road network monitoring and command dispatch system[75] - Listed on both Shanghai and Hong Kong stock exchanges, the company possesses a strong platform for dual-listing capital market financing and maintains high domestic and international credit ratings, ensuring smooth financing channels[76] 2025 "Quality Improvement, Efficiency Enhancement, and Return Focus" Action Plan Half-Year Assessment Report In the first half of 2025, the Group actively implemented its "Quality Improvement, Efficiency Enhancement, and Return Focus" action plan, achieving operating revenue of 3.919 billion yuan and net profit attributable to parent company shareholders of 0.960 billion yuan, representing year-on-year increases of 4.30% and 24.04% respectively. The company made progress in main business development, technological empowerment, shareholder returns, and corporate governance, including advancing major engineering projects, optimizing environmental protection businesses, consistently distributing cash dividends, strengthening information disclosure, and improving corporate governance structure. H1 2025 Operating Performance | Indicator | Amount (Billion Yuan) | Year-on-Year Growth Rate (%) | | :-------- | :-------------------- | :--------------------------- | | Operating Revenue | 3.919 | 4.30 | | Net Profit Attributable to Parent Company Owners | 0.960 | 24.04 | - In the toll road business segment, the Group fully advanced major engineering projects such as the Jihe Expressway expansion, Outer Ring Phase III, and Guangzhou-Shenzhen section expansion of Beijing-Hong Kong-Macau Expressway, applying BIM construction management platforms to enhance construction management quality and efficiency[78][79] - In the major environmental protection business segment, the Group focused on operational businesses, exited loss-making EPC engineering and equipment manufacturing businesses, and improved Lande Environmental's profitability through technical process upgrades and cost control measures[80] - The company has continuously distributed cash dividends for 28 consecutive years since its listing, with a cash dividend payout ratio of no less than 55% for 2024, accumulating approximately 15.056 billion yuan in cash dividends[83] - The company continuously strengthened investor communication through regular report performance briefings, analyst conferences, on-site roadshows, and other activities, while strictly adhering to information disclosure obligations[84] Financial Analysis In the first half of 2025, the Group's net profit attributable to parent company shareholders increased by 24.04% to 0.960 billion yuan, primarily due to increased fair value changes in equity investments in associates and reduced interest expenses. Operating revenue grew by 4.30%, mainly driven by increased construction service revenue under concession arrangements. Financial expenses decreased by 30.26% year-on-year, primarily due to lower financing interest rates. Net cash outflow from investing activities significantly increased, mainly due to increased net structured deposits and payments for major engineering projects. The Group's capital structure remained sound, and its solvency improved compared to the previous year. - In the first half of 2025, the Group achieved a net profit attributable to parent company shareholders of 959.892 million yuan, a year-on-year increase of 24.04%, mainly due to increased fair value changes in equity investments in associates and reduced interest expenses[87] Key Financial Item Changes for H1 2025 | Item | Current Period (Thousand Yuan) | Prior Period (Thousand Yuan) | Change (%) | | :--- | :----------------------------- | :--------------------------- | :--------- | | Operating Revenue | 3,918,555 | 3,756,892 | 4.30 | | Operating Cost | 2,470,334 | 2,315,667 | 6.68 | | Financial Expenses | 389,906 | 559,049 | -30.26 | | Investment Income | 411,862 | 579,660 | -28.95 | | Net Cash Flow from Operating Activities | 1,954,979 | 1,760,822 | 11.03 | | Net Cash Flow from Investing Activities | -4,600,360 | 365,153 | N/A | | Net Cash Flow from Financing Activities | 4,391,205 | -1,878,358 | N/A | - The increase in operating revenue was mainly due to a year-on-year increase in construction service revenue under concession arrangements; the increase in operating cost was mainly due to a year-on-year increase in construction service costs under concession arrangements[90][91] - The decrease in financial expenses was mainly due to a year-on-year reduction in interest expenses from lower financing interest rates and a slight appreciation of the RMB, leading to increased exchange gains[94][110] - Net cash flow from investing activities was an outflow of 4.600 billion yuan, mainly due to an increase in net structured deposits, increased payments for Outer Ring Phase III and Jihe Expressway expansion projects, and the receipt of equity disposal proceeds from Yichang Company in the prior period[97][118] Solvency Indicators as of June 30, 2025 | Key Indicator | Current Period End | Prior Year End | | :------------ | :----------------- | :------------- | | Asset-Liability Ratio (%) | 55.27 | 59.74 | | Net Debt-to-Equity Ratio (%) | 86.67 | 108.03 | | Interest Coverage Ratio | 3.95 | 2.93 | Main Business Analysis This section details the reasons for changes in the Group's operating revenue and costs, with toll road revenue growing by 4.31% on a comparable basis, driven by the Shenzhen-Zhongshan Link and Yanjiang Phase II. Clean energy generation revenue slightly decreased, while kitchen waste treatment revenue significantly increased due to the official operation of the Guangming Environmental Park project. Gross profit margins and investment income for each business segment are also explained. - Toll road revenue increased by 0.64% year-on-year; excluding the impact of Yichang Company no longer being consolidated, the Group's toll revenue on a comparable basis increased by 4.31% year-on-year, mainly driven by increased toll revenue from Yanjiang Expressway and Jihe Expressway due to the opening of the Shenzhen-Zhongshan Link and Yanjiang Phase II[100] - Kitchen waste treatment revenue increased by 26.24% in the current period, mainly due to the official operation of the Guangming Environmental Park project in February 2025, contributing incremental revenue[100] - Clean energy power generation business revenue decreased by 4.19%, mainly due to reduced generation revenue from some wind power projects affected by increased curtailment rates and decreased wind resources[100] - The Group's subsidiary toll road gross profit margin was 49.31% overall, a year-on-year decrease of 1.15 percentage points, mainly due to changes in unit amortization for Qinglian Expressway and increased maintenance costs and depreciation/amortization expenses following the completion and opening of Yanjiang Phase II[103] - Investment income decreased by 28.95% year-on-year, primarily due to the recognition of equity disposal gains from Yichang Company in the same period last year and the provision for inventory impairment by United Land in the current period[116] Analysis of Assets and Liabilities As of June 30, 2025, the Group's total assets increased by 6.63% from the end of 2024 to 72.039 billion yuan, primarily due to A-share equity fundraising. Total interest-bearing debt slightly increased by 0.90%. At the end of the reporting period, the Group's main restricted assets included pledged toll rights, equity pledges, and electricity fee collection right pledges, with total guaranteed loan balances of approximately 6.148 billion yuan. - As of June 30, 2025, the Group's total assets were 72,038,806 thousand yuan, an increase of 6.63% compared to the end of 2024, mainly due to funds raised from the issuance of A-shares to specific investors in the current period[121] - The Group's total interest-bearing debt was 32,344,279 thousand yuan, a year-on-year increase of approximately 0.90%[121] Main Restricted Assets as of June 30, 2025 | Asset Category | Restriction Status | Guaranteed Loan Balance (Billion Yuan) | | :------------- | :----------------- | :----------------------------------- | | Qinglian Expressway Toll Rights | Pledged | 2.063 | | Yanjiang Expressway Toll Rights | Pledged | 0.029 | | Shuiguan Expressway Toll Rights | Pledged | 0.115 | | Equity, concession rights, accounts receivable, and production equipment of multiple Lande Environmental subsidiaries | Pledged, Mortgaged | 0.825 | | 100% equity of Qianzhi, Qianhui, Qianxin Companies | Pledged | 0.191 | | Accounts receivable under concession rights of Guangming Environmental, Lisai Environmental, and Shaoyang projects | Pledged | 0.625 | | Yongcheng Zuneng Project Electricity Fee Collection Rights | Pledged | 0.148 | | Mulei Project Electricity Fee Collection Rights | Pledged | 1.269 | | Electricity revenue rights of Lingxiang, Baotou Ningyuan, Baotou Ningxiang, Baotou Ningfeng, Baotou Nanchuan projects | Pledged | 0.884 | | Total | | 6.149 | Analysis of Investment Status During the reporting period, the Group's major non-equity investment expenditures amounted to approximately 2.1 billion yuan, primarily for the construction of Jihe Expressway expansion, Outer Ring Expressway, and Lande Environmental kitchen waste projects. The Group met its investment needs through a combination of self-owned funds, equity financing, and debt financing. Financial assets measured at fair value totaled 3.951 billion yuan at period-end, mainly comprising structured deposits and equity holdings in Shenzhen Water Planning & Design Institute. - During the reporting period, the Group's major non-equity investment expenditures totaled approximately 2.1 billion yuan, mainly for the construction of Jihe Expressway expansion, Outer Ring Expressway, multiple Lande Environmental kitchen waste projects, and Yanjiang Phase II[146] Major Non-Equity Investment Projects for H1 2025 | Project Name | Project Progress | Amount Invested in Current Period (Thousand Yuan) | Cumulative Amount Invested (Thousand Yuan) | | :----------- | :--------------- | :-------------------------------- | :------------------------- | | Outer Ring Project (Phase I, II, and III) | 71.2% | 831,179 | 7,919,749 | | Yanjiang Phase II | 99.9% | 5,795 | 991,398 | | Jihe Expressway Expansion | 12.1% | 1,027,754 | 3,052,520 | | Multiple Lande Environmental Kitchen Waste Projects | – | 50,534 | 1,688,547 | | Guangming Environmental Park PPP Project | 99.9% | 53,084 | 730,588 | | Total | – | 1,968,345 | 14,382,803 | Financial Assets Measured at Fair Value as of June 30, 2025 | Asset Category | Period-End Balance (Thousand Yuan) | | :------------- | :------------------------------- | | Trading Financial Assets | 2,934,092 | | Other Non-Current Financial Assets | 1,016,752 | | Total | 3,950,845 | Analysis of Major Holding and Associate Companies This section lists the financial performance and business overview of the Group's major holding and associate companies, including Outer Ring Company, Qinglian Company, Bay Area Development, and Derun Environment. These companies cover highway operations, environmental protection, new energy, and investment, collectively forming the Group's business landscape. Financial Overview of Major Holding and Associate Companies as of June 30, 2025 | Company Name | Group's Equity Interest (%) | Total Assets (Thousand Yuan) | Net Assets (Thousand Yuan) | Operating Revenue (Thousand Yuan) | Net Profit (Thousand Yuan) | | :----------- | :-------------------------- | :--------------------------- | :------------------------- | :-------------------------------- | :------------------------- | | Outer Ring Company | 100 | 9,845,768 | 8,064,430 | 757,025 | 347,066 | | Qinglian Company | 76.37 | 5,363,702 | 2,968,693 | 331,927 | 24,562 | | Bay Area Development | 71.83 | 17,038,414 | 4,124,263 | 371,759 | 57,177 | | Derun Environment | 20 | 66,613,282 | 18,674,620 | 6,440,040 | 438,464 | | New Energy Company | 100 | 5,849,777 | 3,154,233 | 279,158 | 74,924 | - During the reporting period, the Group's consolidation scope changed, with Harbin Nengchuang Fenglian New Energy Co., Ltd. and Shangzhi Nanfeng New Energy Co., Ltd. having been deregistered[153][702] Outlook and Plans 2025 marks the Group's "14th Five-Year Plan" conclusion and "15th Five-Year Plan" strategic layout year. In the second half, the Group will focus on major engineering construction, entrusted operation management, and intelligent development of its toll road business, while exploring upstream and downstream industrial chain businesses and land development along its routes. The major environmental protection business will prioritize quality improvement, efficiency enhancement, and business integration, focusing on acquiring high-quality wind and solar power resources, and expanding into energy storage and retired battery resources. In financial management, the Group will advance digital transformation, optimize financial structure, and strengthen corporate governance and investor relations management. - In the second half of 2025, the Group will fully promote the construction of the Jihe Expressway expansion and Outer Ring Phase III projects, actively explore entrusted operation management businesses, and strengthen the application of digital technology in construction, toll management, and road operation and maintenance[158] - The major environmental protection business will prioritize quality improvement and business integration for existing projects, focus on acquiring high-quality wind and photovoltaic power resources, and explore clean energy project development combined with highway toll stations and industrial parks[159] - In financial management, the Group will accelerate the promotion of financial digitalization, build an integrated financial data platform, and adjust funding strategies based on policy and market changes to optimize financial structure and reduce financial costs[159] - The company will implement revisions to its articles of association, supervisory board reform, and improvement of the board of directors' authorization system, adhere to high-quality information disclosure, strengthen investor relations management, and earnestly fulfill its social responsibilities[159] Board of Directors' Report This section provides an overview of the company's corporate governance, financing activities, major investments, and other significant matters during the reporting period. Overview of Shareholders' Meetings In the first half of 2025, the company held two shareholders' meetings: the first extraordinary general meeting of 2025 and the 2024 annual general meeting, with resolutions disclosed as required. Shareholders' Meetings in H1 2025 | Meeting Session | Date of Meeting | Disclosure Date of Resolutions Publication | | :-------------- | :-------------- | :--------------------------------------- | | First Extraordinary General Meeting of 2025 | January 9, 2025 | January 10, 2025 | | 2024 Annual General Meeting | June 30, 2025 | July 1, 2025 | Major Financing Matters During the reporting period, the company completed a private placement of A-shares, raising net proceeds of approximately 4.679 billion yuan for investment in the Outer Ring project and repayment of interest-bearing debt. Additionally, the company issued medium-term notes, corporate bonds, and renewable corporate bonds totaling approximately 8.3 billion yuan to optimize its debt structure and supplement working capital. - The company completed a private placement of 357,085,801 A-shares in March 2025, raising net proceeds of 4,679,236,514.71 yuan for investment in the Outer Ring project and repayment of interest-bearing debt[162] - Following this issuance, the company's total share capital increased from 2,180,770,326 shares to 2,537,856,127 shares, with A-shares accounting for 70.55% and H-shares for 29.45%[163] - In January 2025, the company issued two tranches of medium-term notes totaling 1.5 billion yuan, both with a 3-year term and a coupon rate of 1.7%[164] - In March 2025, the company issued 2.3 billion yuan in corporate bonds with a 5-year term and a coupon rate of 2.29%; in April and May 2025, it issued two tranches of renewable corporate bonds totaling 4 billion yuan, with terms of 3 or 5 years and coupon rates ranging from 2.05% to 2.20%[165] Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties As of the reporting date, there was no non-operating fund occupation by the controlling shareholder or other related parties of the company. - As of the reporting date, there was no non-operating fund occupation by the controlling shareholder or other related parties of the company[167] Major Investment and Transaction Matters In January 2025, the board of directors approved a 3.285 billion yuan capital increase by the company's subsidiary to the joint venture Guang-Shen-Zhu Company, for the expansion project of the Guangzhou-Dongguan section of Beijing-Hong Kong-Macau Expressway and the Guangzhou-Huocun section of Guangzhou-Foshan Expressway. - On January 23, 2025, the board of directors approved the company's subsidiary, Shenzhen Investment Holdings Bay Area Development Co., Ltd., to subscribe and contribute 3.285 billion yuan to the registered capital of Guang-Shen-Zhu Company, a joint venture in which it indirectly holds a 45% profit distribution interest, in proportion to its equity[168] - These capital contributions will be used for the expansion project of the Guangzhou-Dongguan section of Beijing-Hong Kong-Macau Expressway and the Guangzhou-Huocun section of Guangzhou-Foshan Expressway held by Guang-Shen-Zhu Company[168] External Guarantees As of the end of the reporting period, the company's total external guarantees amounted to 4.681 billion yuan, representing 17.39% of its net assets. Guarantees for subsidiaries totaled 4.357 billion yuan. The company's external guarantees primarily include phased joint liability guarantees for mortgage loans to customers of Guizhou Zhidi and joint liability guarantees for subsidiaries. Company's External Guarantees (Excluding Guarantees for Subsidiaries) | Guaranteed Party | Guarantor | Amount (Million Yuan) | Guarantee Type | Completed | Overdue | Counter-Guarantee | Related Party Guarantee | | :--------------- | :-------- | :-------------------- | :------------- | :-------- | :------ | :---------------- | :---------------------- | | Customers of Shengaosu·Interlaken Town | Guizhou Zhidi | 323.86 | Joint Liability | No | No | No | No | Company's Guarantees for Subsidiaries | Guarantor | Guaranteed Party | Maximum Amount (Million Yuan) | Actual Guaranteed Debt Principal Balance (Million Yuan) | Guarantee Type | | :-------- | :--------------- | :---------------------------- | :---------------------------------------------------- | :------------- | | Lande Environmental | Fuzhou Lande, etc. | 1,292.03 | 797.46 | Joint Liability | | Investment Company | Shengao Lekang | 36.26 | 23.67 | Joint Liability | | Bay Area Development | Shenwan Infrastructure | 1,798 | 1,500 | Joint Liability | | Bay Area Development | Shenzhen Investment Holdings Bay Area Financing Co., Ltd. | 1,094.34 | 446.86 | Joint Liability | | Bay Area Development | Shenzhen Investment Holdings Bay Area Financing Co., Ltd. | 2,000 | 565.41 | Joint Liability | | Lande Environmental | Multiple project subsidiaries invested by Lande before acquisition by the company | 11.25 | 11.25 | Joint Liability | | Bay Area Development | Shenzhen Investment Holdings Bay Area Financing Co., Ltd. | 1,941.76 | 1,012.26 | Joint Liability | - The company's total guarantees (including those for subsidiaries) amounted to 4,680.74 million yuan, representing 17.39% of the company's net assets[170] Entrusted Wealth Management During the reporting period, the Group initiated seven principal-protected floating-rate wealth management product transactions and one large-denomination certificate of deposit transaction, with entrusted wealth management amounting to 2.98 billion yuan. As of the end of the reporting period, the balance of wealth management product funds was 3.24 billion yuan, with no overdue principal or returns. - During the current reporting period, the Group initiated 7 principal-protected floating-rate wealth management product transactions and 1 large-denomination certificate of deposit transaction, with entrusted wealth management amounting to 2.98 billion yuan[178] - As of the end of the current reporting period, the Group's wealth management product fund balance was 3.24 billion yuan, no entrusted wealth management income was received in the current period, and there was no overdue principal or returns[178] Explanation of Progress in Use of Raised Funds The company raised net proceeds of 4.679 billion yuan from a private placement of shares, with cumulative investment of 1.191 billion yuan as of the end of the reporting period, representing an investment progress of 25.46%. The raised funds were primarily used for the construction of the Shenzhen Outer Ring Expressway project and repayment of interest-bearing debt. The company has used part of the raised funds to replace self-raised funds previously invested in the projects and for paid issuance expenses, and has managed idle raised funds through cash management. Overall Use of Raised Funds | Source of Raised Funds | Total Raised Funds (Ten Thousand Yuan) | Net Raised Funds (Ten Thousand Yuan) | Committed Investment of Raised Funds (Ten Thousand Yuan) | Cumulative Investment of Raised Funds as of Reporting Period End (Ten Thousand Yuan) | Cumulative Investment Progress of Raised Funds as of Reporting Period End (%) | | :------------------- | :----------------------------------- | :----------------------------------- | :--------------------------------------- | :----------------------------------------------------------- | :----------------------------------------------------------- | | Private Placement of Shares | 470,282.00 | 467,923.65 | 470,282.00 | 119,147.86 | 25.46 | - The raised funds were primarily used for investment in the Shenzhen section of the Shenzhen Outer Ring Expressway project (planned investment of 4.577 billion yuan, 1.089 billion yuan invested this year) and repayment of interest-bearing debt (planned investment of 0.102 billion yuan, 0.102 billion yuan invested this year)[181] - The company has used part of the raised funds to replace self-raised funds previously invested in the projects and for paid issuance expenses, totaling 1,263,576,794.87 yuan[182] - The company managed idle raised funds by purchasing highly secure and liquid cash management products; as of the end of the reporting period, 5 cash management products with a total amount of 2.18 billion yuan remained outstanding[185] Other Contracts and Matters During the reporting period, the company had no significant entrustment, contracting, leasing, or guarantee contracts, nor did it undergo bankruptcy reorganization or implement equity incentive plans. The Group is involved in multiple unresolved litigation and arbitration cases, primarily concerning contract disputes, performance compensation, and equity transfers, some of which are in first or second instance appeals, but are not expected to have a material impact on daily operations. - During the reporting period, the company did not enter into or have any contracts for the management or administration of its overall business or any significant business, nor did it sign other major entrustment, contracting, leasing, or guarantee contracts, nor were there any such major contracts from previous periods continuing into the reporting period[186] - The Group is involved in multiple litigation and arbitration matters, which are not expected to have a material impact on the Group's daily operations[186] Major Unresolved Litigation and Arbitration Matters | Plaintiff (Applicant) | Defendant (Respondent) | Type of Litigation (Arbitration) | Amount Involved (Thousand Yuan) | Progress Status | | :------------------- | :--------------------- | :------------------------------- | :------------------------------ | :-------------- | | Xincheng Environmental Technology (Lianyungang) Co., Ltd. | Nanjing Wind Power | Contract Dispute | 150,743.2 | Second instance judgment, in execution | | Environmental Company | Shi Junying, Shi Junhua, Zhengzhou Cida Environmental Protection Technology Co., Ltd., Beijing Shuiqi Lande Technology Co., Ltd. | Arbitration (failure to achieve promised performance, demanding performance compensation from respondents) | 344,334.1 | In arbitration | | China Power Construction Group Jiangxi Electric Power Construction Co., Ltd. | Nanjing Wind Power | Contract Dispute | 163,974.9 | Second instance appeal in progress | | Beijing Shuiqi Lande Technology Co., Ltd., Shi Junying, Shi Junhua, Zhengzhou Cida Environmental Protection Technology Co., Ltd. | Environmental Company | Arbitration (equity transfer dispute) | 129,727.2 | In arbitration | | Financial Leasing Company | Xuchang Xuirui Wind Power Co., Ltd., etc. | Arbitration (contract dispute) | 129,931.9 | Arbitration concluded, in execution | | Nanjing Wind Power | Lianyungang Zhongfu Lianzhong Composite Materials Group Co., Ltd. | Litigation (contract dispute) | 124,923.5 | First instance in progress | | Nanjing Wind Power | Huaian Zhongheng New Energy Co., Ltd. | Litigation (debt dispute) | 106,000.2 | First instance in progress | | Nanjing Wind Power | Shenzhen Zhongzhuang New Energy Technology Co., Ltd. | Litigation (contract dispute) | 62,521.5 | First instance judgment, effective | | Infrastructure Environmental Protection Company | Shenzhen Qiantai Energy Regeneration Technology Co., Ltd. | Litigation (equity transfer dispute) | – | First instance in progress | | China Railway Construction Southern Investment Company | Fund Company | Arbitration (partnership agreement dispute) | 152,590.3 | In arbitration | | Juye Changguang Wind Energy Co., Ltd. | Nanjing Wind Power, Environmental Company | Litigation (contract dispute) | 96,140 | First instance in progress | | China Power Construction Group Jiangxi Electric Power Design Institute Co., Ltd. | Zhangshu Gaochuan, Nanjing Wind Power | Litigation (contract dispute) | 16,098.6 | Second instance appeal in progress | | Huaian Zhongheng New Energy Co., Ltd. | Nanjing Wind Power | Litigation (contract dispute) | 124,244.8 | First instance in progress | | Nanjing Wind Power | China Power Construction Group Jiangxi Electric Power Construction Co., Ltd. | Arbitration (contract dispute) | 43,094 | First instance in progress | Commitments The company's controlling shareholder, Shenzhen International, and ultimate controlling party, Shenzhen Investment Holdings, have made various commitments regarding avoiding horizontal competition, regulating related party transactions, and designating the company as the sole platform for highway business integration. Additionally, in connection with the A-share issuance, Xintongchan Company, Shenguanghui Company, Jintai Company, and the company's directors and senior management have made commitments related to share lock-up and measures to fill immediate returns. - Shenzhen International and Shenzhen Investment Holdings committed to designating the company as their sole platform for the ultimate integration of highway businesses and to avoid horizontal competition with the company's main businesses[191][192] - Xintongchan Company, Shenguanghui Company, and Jintai Company made share lock-up commitments for this A-share issuance, where shares subscribed by Xintongchan will not be transferable for 18 months from the issuance completion date, and shares subscribed by other investors will not be transferable for 6 months from the issuance completion date[193] - The company's directors and senior management committed not to transfer benefits to other entities or individuals without compensation or under unfair conditions, not to use company assets for investment or consumption activities unrelated to their duties, and to support the alignment of the remuneration system with the implementation of the company's measures to fill immediate returns dilution[194] Corporate Governance Status The company is dual-listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, complying with laws and regulatory requirements of both jurisdictions, and has fully adopted the code provisions of the HKEX Corporate Governance Code, striving for better corporate governance practices. - The company is dual-listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, complying with applicable laws and securities regulatory requirements of both jurisdictions, and has fully adopted the code provisions of the Corporate Governance Code contained in Appendix C1 of the HKEX Listing Rules, with no material deviations or violations[195] Investor Relations Management The company's management values investor communication, conducting investor relations activities through various channels, including hotlines, email, website messages, on-site visits, performance briefings, online conferences, and roadshows, continuously conveying company value and gathering investor feedback. - The company responds promptly to investor inquiries through its investor hotline, email, and website investor message board, having responded approximately 40 times in the first half of 2025[197] - The company hosted 11 batches of investor visits involving over 20 people, and communicated with approximately 400 investors, brokers, analysts, and media reporters through performance briefings, online conferences, and roadshows[197] Employees, Remuneration, and Training As of June 30, 2025, the Group had 7,080 employees. The company provides position-based salaries, performance-based remuneration, and statutory benefits, and emphasizes employee training, having established a training system based on job competency. During the reporting period, 281 online and offline training sessions were conducted, with approximately 10,174 person-times participating. - As of June 30, 2025, the Group had a total of 7,080 employees, including 1,882 management and professional personnel and 5,198 toll collection and other frontline operational personnel[196] - Employee remuneration and benefits include position-based salaries, performance-based remuneration, and statutory and company benefits, with participation in employee retirement benefit plans (social old-age insurance) and housing provident fund plans[198] - During the reporting period, the Group implemented 281 online and offline training sessions, with approximately 10,174 person-times participating, covering legal regulations, risk management, engineering safety management, and comprehensive professional qualities[198] Interim Results Review The Group's financial statements and half-year report for the six months ended June 30, 2025, have been reviewed and confirmed by the company's audit committee but remain unaudited. - The company's audit committee has reviewed and confirmed the Group's financial statements and half-year report for the six months ended June 30, 2025; the financial information is unaudited[199] Share Capital and Shareholder Information This section details changes in the company's share capital, information on its shareholders, and other related matters. Changes in Share Capital Pursuant to the approval from the China Securities Regulatory Commission, the company completed a private placement of 357,085,801 A-shares in March 2025, increasing its total share capital to 2,537,856,127 shares. The newly issued shares are restricted tradable shares, with Xintongchan's shares locked up for 18 months and Yunshan Capital and Wantong Expressway's shares locked up for 6 months. Changes in Share Capital | Share Type | Quantity Before Change | Increase/Decrease in This Change (+) | Quantity After Change | | :--------- | :--------------------- | :--------------------------------- | :-------------------- | | Restricted Shares | 0 | 357,085,801 | 357,085,801 | | Unrestricted Tradable Shares | 2,180,770,326 | 0 | 2,180,770,326 | | Total Shares | 2,180,770,326 | 357,085,801 | 2,537,856,127 | - The private placement of 357,085,801 A-shares was listed on the Shanghai Stock Exchange on March 27, 2025. Shares subscribed by Xintongchan are locked up for 18 months, while shares subscribed by Yunshan Capital and Wantong Expressway are locked up for 6 months[204][206] Shareholder Information As of the end of the reporting period, the company had 19,826 shareholders. Among the top ten shareholders, Xintongchan Industrial Development (Shenzhen) Co., Ltd., HKSCC NOMINEES LIMITED, and Shenzhen Shenguanghui Highway Development Co., Ltd. were major shareholders. Shenzhen International is the company's controlling shareholder, and Shenzhen Investment Holdings is the ultimate controlling party. - As of the end of the reporting period, the company had a total of 19,826 shareholders, including 19,591 A-share shareholders and 235 H-share shareholders[207] Top 10 Shareholders' Shareholdings | Shareholder Name | Period-End Shareholding | Proportion (%) | Number of Restricted Shares Held | | :--------------- | :---------------------- | :------------- | :------------------------------- | | Xintongchan Industrial Development (Shenzhen) Co., Ltd. | 730,710,144 | 28.79 | 75,930,144 | | HKSCC NOMINEES LIMITED | 730,277,242 | 28.78 | – | | Shenzhen Shenguanghui Highway Development Co., Ltd. | 411,459,887 | 16.21 | – | | Jiangsu Yunshan Capital Management Co., Ltd. | 242,976,461 | 9.57 | 242,976,461 | | China Merchants Highway Network Technology Holdings Co., Ltd. | 91,092,743 | 3.59 | – | | Guangdong Road and Bridge Construction Development Co., Ltd. | 43,466,862 | 1.71 | – | | Anhui Wantong Expressway Co., Ltd. | 38,179,196 | 1.50 | 38,179,196 | | China Merchants Bank Co., Ltd. - SSE Dividend ETF | 32,694,935 | 1.29 | – | | AU SIU KWOK | 11,000,000 | 0.43 | – | | Bank of China Co., Ltd. - E Fund CSI Dividend ETF | 8,052,232 | 0.32 | – | - Xintongchan Company and Shenguanghui Company are related parties under the common control of Shenzhen International. China Merchants Highway holds over 20% of Wantong Expressway's shares, and one of its directors also serves as a director of Wantong Expressway, indicating an associated relationship[210][213] - During the reporting period, there were no changes in the company's controlling shareholder or actual controlling party; Shenzhen International is the controlling shareholder, and Shenzhen SASAC is the ultimate controlling party[219][226][748] Other During the reporting period, neither the company nor its subsidiaries or joint ventures repurchased, sold, or redeemed any of their listed securities. - During the reporting period, neither the company nor its subsidiaries or joint ventures repurchased, sold, or redeemed any of their listed securities[220] Directors, Supervisors, and Senior Management Information This section provides details on changes in the company's directors, supervisors, and senior management, as well as their securities interests. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's board of directors, with Ms. Li Xiaoyan and Mr. Dai Jingming resigning as non-executive directors due to work changes and retirement, and Mr. Xu Enli, Ms. Wu Yanling, Ms. Zhang Jian, and Mr. Chen Yunjiang appointed as new directors. - Ms. Li Xiaoyan and Mr. Dai Jingming resigned as non-executive directors due to work changes and retirement, respectively[222] - Mr. Xu Enli, Ms. Wu Yanling, Ms. Zhang Jian, and Mr. Chen Yunjiang were appointed as directors of the company's Ninth Board of Directors[222] - Director Chen Yunjiang has been approved to serve as a director of Nanjing Bank Co., Ltd., with his appointment still subject to regulatory approval[223] Securities Interests of Directors, Supervisors, and Senior Management During the reporting period, none of the company's directors, supervisors, or senior management held company shares, nor did they engage in buying or selling company shares or being granted equity incentives. Director Liao Xiangwen's spouse holds ordinary shares and share option interests in Shenzhen International. - During the reporting period, none of the company's directors, supervisors, or senior management engaged in buying or selling company shares or were granted equity incentives, and as of the end of the reporting period, none held company shares[224][225] - Director Liao Xiangwen's spouse holds a long position of 23,332 ordinary shares in Shenzhen International and interests in Shenzhen International's share option plans 1, 2, and 3, with 332,000, 249,000, and 249,000 options respectively[226][227] - The company has formulated a "Securities Trading Code" to regulate the trading of company securities by directors, supervisors, and relevant employees, and confirmed compliance during the reporting period[229] 2025 Interim Financial Statements This section presents the consolidated and parent company financial statements for the interim period of 2025, including balance sheets, income statements, cash flow statements, and statements of changes in equity, along with detailed notes. Consolidated and Parent Company Balance Sheets This section presents the Group's and parent company's balance sheets as of June 30, 2025, reflecting their financial position at period-end. The Group's total assets were 72.039 billion yuan, total liabilities were 39.814 billion yuan, and equity attributable to parent company shareholders was 26.917 billion yuan. Consolidated Balance Sheet Summary as of June 30, 2025 | Item | June 30, 2025 (RMB Yuan) | December 31, 2024 (RMB Yuan) | | :--- | :----------------------- | :------------------------- | | Total Current Assets | 12,486,727,242.56 | 7,643,838,856.74 | | Total Non-Current Assets | 59,552,078,424.27 | 59,914,192,091.84 | | Total Assets | 72,038,805,666.83 | 67,558,030,948.58 | | Total Current Liabilities | 12,644,080,010.79 | 14,175,295,530.40 | | Total Non-Current Liabilities | 27,169,686,305.83 | 26,181,164,708.79 | | Total Liabilities | 39,813,766,316.62 | 40,356,460,239.19 | | Total Equity Attributable to Parent Company Shareholders | 26,916,838,311.98 | 21,903,521,723.27 | | Minority Interests | 5,308,201,038.23 | 5,298,048,986.12 | | Total Shareholders' Equity | 32,225,039,350.21 | 27,201,570,709.39 | Consolidated and Parent Company Income Statements This section presents the Group's and parent company's income statements for the period from January 1 to June 30, 2025. The Group achieved a net profit of 1.031 billion yuan, with net profit attributable to parent company shareholders of 0.960 billion yuan, and total comprehensive income of 1.106 billion yuan. Consolidated Income Statement Summary for H1 2025 | Item | Period from January 1 to June 30, 2025 (RMB Yuan) | Period from January 1 to June 30, 2024 (RMB Yuan) | | :--- | :---------------------------------------------- | :---------------------------------------------- | | Operating Revenue | 3,918,555,340.74 | 3,756,892,301.30 | | Operating Profit | 1,252,552,622.82 | 1,094,759,629.06 | | Total Profit | 1,255,312,119.50 | 1,099,724,969.99 | | Net Profit | 1,030,659,129.30 | 851,177,933.98 | | Net Profit Attributable to Parent Company Shareholders | 959,891,990.84 | 773,857,169.47 | | Total Comprehensive Income | 1,106,384,486.55 | 675,175,864.49 | | Basic Earnings Per Share (Yuan/share) | 0.382 | 0.312 | Consolidated and Parent Company Cash Flow Statements This section presents the Group's and parent company's cash flow statements for the period from January 1 to June 30, 2025. The Group's net cash flow from operating activities was 1.955 billion yuan, net cash outflow from investing activities was 4.600 billion yuan, and net cash inflow from financing activities was 4.391 billion yuan. Consolidated Cash Flow Statement Summary for H1 2025 | Item | Period from January 1 to June 30, 2025 (RMB Yuan) | Period from January 1 to June 30, 2024 (RMB Yuan) | | :--- | :---------------------------------------------- | :---------------------------------------------- | | Net Cash Flow from Operating Activities | 1,954,978,990.73 | 1,760,822,084.42 | | Net Cash Flow from Investing Activities | (4,600,359,703.87) | 365,152,522.12 | | Net Cash Flow from Financing Activities | 4,391,204,626.11 | (1,878,358,081.17) | | Net Increase in Cash and Cash Equivalents | 1,744,593,858.44 | 168,421,210.34 | | Cash and Cash Equivalents at Period End | 4,415,087,511.40 | 2,123,641,437.66 | Consolidated and Parent Company Statements of Changes in Shareholders' Equity This section presents the Group's and parent company's statements of changes in shareholders' equity for the period from January 1 to June 30, 2025. The Group's total equity attributable to parent company shareholders increased by 5.013 billion yuan, primarily influenced by total comprehensive income and capital contributions/reductions by shareholders during the period. Consolidated Shareholders' Equity Change Summary for H1 2025 | Item | Share Capital (RMB Yuan) | Other Equity Instruments (RMB Yuan) | Capital Reserve (RMB Yuan) | Other Comprehensive Income (RMB Yuan) | Surplus Reserve (RMB Yuan) | Retained Earnings (RMB Yuan) | Total Equity Attributable to Parent Company Shareholders (RMB Yuan) | | :--- | :----------------------- | :---------------------------------- | :------------------------- | :------------------------------------ | :------------------------- | :--------------------------- | :---------------------------------------------------- | | Beginning Balance | 2,180,770,326.00 | 4,000,000,000.00 | 4,392,194,420.15 | (762,550,544.98) | 3,506,925,959.18 | 8,586,181,562.92 | 21,903,521,723.27 | | Changes in Current Period | 357,085,801.00 | – | 4,311,565,735.60 | 57,850,789.59 | 390,875,528.76 | (104,061,266.24) | 5,013,316,588.71 | | Ending Balance | 2,537,856,127.00 | 4,000,000,000.00 | 8,703,760,155.75 | (704,699,755.39) | 3,897,801,487.94 | 8,482,120,296.68 | 26,916,838,311.98 | Notes to Financial Statements This section provides detailed notes to the financial statements, covering the company's basic information, basis of preparation, significant accounting policies and estimates, taxation, notes to major items in consolidated financial statements, changes in consolidation scope, interests in other entities, government grants, financial instrument-related risks, fair value disclosures, related party transactions, commitments and contingencies, and notes to major items in parent company financial statements. I. Basic Company Information Shenzhen Expressway Company Limited was incorporated in Shenzhen on December 30, 1996, primarily engaging in the investment, construction, and operation management of toll roads and major environmental protection businesses. The company's A-shares and H-shares are listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, respectively, with Shenzhen International as its parent company and Shenzhen SASAC as the ultimate controlling party. - Shenzhen Expressway Company Limited was incorporated in Guangdong Province, People's Republic of China, on December 30, 1996, primarily engaging in the investment, construction, and operation management of toll road businesses and major environmental protection businesses[246] - The company's A-shares and H-shares are listed on the Shanghai Stock Exchange of China and The Stock Exchange of Hong Kong Limited, respectively[246] - The company's parent company and ultimate controlling party are Shenzhen International Holdings Limited and Shenzhen Municipal State-owned Assets Supervision and Administration Commission, respectively[246] II. Basis of Financial Statement Preparation The Group's financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and relevant regulations, and comply with the disclosure requirements of the Hong Kong Companies Ordinance and HKEX Listing Rules. The financial statements are prepared on a going concern basis using the accrual basis of accounting and historical cost as the measurement basis, with certain financial instruments measured at fair value. - The Group implements the Accounting Standards for Business Enterprises and relevant regulations issued by the Ministry of Finance, and discloses relevant financial information in accordance with "Rules for the Preparation of Information Disclosure by Companies Issuing Public Securities No. 15 - General Provisions for Financial Reports (Revised in 2023)," the Hong Kong Companies Ordinance, and the Hong Kong Stock Exchange Listing Rules[248] - These financial statements are prepared on a going concern basis, as the Group can address insufficient working capital through reasonable financing arrangements[249] - The Group's accounting is based on the accrual method, and these financial statements use historical cost as the measurement basis, except for certain financial instruments measured at fair value[250] III. Significant Accounting Policies and Accounting Estimates This section elaborates on the significant accounting policies and estimates followed by the Group in preparing its financial statements, including business combinations, consolidated financial statement preparation, financial instrument classification