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1 Stock Code: 0270 FY2015 Interim Results & Discloseable Connected Transaction August 2015

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1 Stock Code: 0270

FY2015 Interim Results & Discloseable Connected Transaction

August 2015

Contents

1. FY2015 Interim Results 3

2. Discloseable and Connected Transactions 24

FY2015 Interim Results

4

O U R B U S I N E S S

Infrastructures Water Resources Property Investment and Development &

Department Stores

Hotel Operations

Guangdong Investment Limited

5

F I N A N C I A L P E R F O R M A N C E S U M M A R Y

Dividend (HK$ cents) 1H2014: 8

1H2015: 10 +25%

(HK$ mm)

6,352 7,161 7,736 7,990 8,426

4,686

2,431 3,007 3,414 4,426 4,397

2,221

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2010 2011 2012 2013 2014 1H15

Revenue

Profit

Revenue (HK$ mm) 1H14: 4,316

1H15: 4,866 +8.6%

Profit (HK$ mm) 1H14: 2,469

1H15: 2,221 -10.0%

6

R E V E N U E P E R F O R M A N C E B Y S E G M E N T

Property & Department Stores

1H14: HK$1,073 mm

1H15: HK$1,146mm 1H14: HK$2,727 mm

1H15: HK$3,112mm

Water Resources

+14.1% +6.8%

Infrastructures Hotel Operations & Management

1H14: HK$255 mm

1H15: HK$229 mm

1H14: HK$326 mm

1H15: HK$327mm

+0.3%

-10.2%

7

S E G M E N T R E S U L T S

69% 27% 1.9% 2.5%

Water Resources Property Investment and Development &

Department Stores

Hotel Operations & Management

Infrastructures

Operating Profit (excluding interest income, other income and gains & finance costs)

8

D I V I D E N D P A Y O U T T R E N D

15.0 18.0

20.0 23.0

28.0

38.5% 37.3% 36.5%

32.4%

39.8%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

0

5

10

15

20

25

30

2010 2011 2012 2013 2014

Dividend

DividendPayout Ratio

(HK$ cents)

9

F I N A N C I A L P O S I T I O N

Jun 2015 (HK$ mm) Dec 2014 (HK$ mm)

Total Assets 52,140 47,615

Included: Fixed assets and prepaid land lease 5,323 3,823

Investment properties 12,510 12,114

Operating concession rights & receivables under service concession arrangements 12,927 13,330

Available-for-sale financial assets 10,807 8,208

Cash and cash equivalents 7,368 7,002

Total Liabilities and Minority Interest 20,750 17,348

Included: bank and other borrowings 6,515 3,865

Non-interest bearing receipt in advance 946 946

Non-controlling interests 5,796 5,397

Equity attributable to Equity Holders 31,390 30,267

10

H O N G K O N G W A T E R S U P P L Y A R R A N G E M E N T

Existing Arrangement

2015 – 2017

Volume/Tariff Flexible supply volume based on actual needs

Annual revenue

2015E: HK$4.2 bn

2016E: HK$4.5 bn

2017E: HK$4.8 bn

11

H K W A T E R S U P P L Y R E V E N U E T R E N D

2.5 2.5 2.5 2.5 3.0 3.1 3.3 3.5 3.7 4.0 4.2 4.5

4.8

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

2005 2006 2007 2008* 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E

(HK$ bn)

Note*: Subsidy amounted to RMB 652 mm finalized by Guangdong Provincial Government for the period from 2005 to 2008. The subsidy was paid by instalments over four year starting from 2008

12

D O N G J I A N G ( E A S T R I V E R ) W A T E R S U P P L Y C O N C E S S I O N

30-year concession started in 2000 to supply fresh water to Hong Kong, Shenzhen and Dongguan

Designed annual capacity of 2.4 billion cubic meters (bcm)

0.0

0.5

1.0

1.5

2.0

2.5

2010 2011 2012 2013 2014 1H15

(bcm) Annual Water Distribution Volume

1H14

13

W A T E R R E S O U R C E S P R O J E C T A C Q U I S I T I O N S

Established Wuhua Water and acquired 5 water resources projects, including: Jinsheng Water (100%), Daojiao Water (100%), Kaiping Water (54.29%), Meizhou Water (70%) and Danzhou Water (70%) for a total consideration of HK$679 mm

Revenue and Profit before Tax for the period of 1H15 amounted to HK$137.2 mm and HK$28.8 mm

Project Waste Water Processing Capacity (tpd) Annual Capacity of Water Supply (mcm)

Nansha – 72

Wuhua 40,000 –

Jinsheng 70,000 –

Daojiao 40,000 –

Meizhou 100,000 100.8

Kaiping 50,000 –

Danzhou – 36.5

Total 300,000 209.3

14

P R O P E R T Y I N V E S T M E N T & D E V E L O P M E N T

* Including rentals from department store run by the Group ** Excluding revaluation gain and net interest income

966 1,056

1,115 1,180

598

651 735 748 796

423

0

200

400

600

800

1,000

1,200

1,400

2011 2012 2013 2014 1H15

Revenue

Profit beforeTax

Teem Plaza Performance Trend

HK$ mm

*

**

15

D E P A R T M E N T S T O R E S

649 711

772 784

469

280 224

306 312 234

115

120

125

130

135

140

145

150

0

100

200

300

400

500

600

700

800

900

2011 2012 2013 2014 1H15

Revenue

Profit beforeTax

Leased Area

Department Stores Performance Trend

HK$ mm ‘000 m2

16

H O T E L O P E R A T I O N S & M A N A G E M E N T

HOTEL OPERATIONS

Hotel owned or lease owned: 7 hotels

Average room rate and occupancy rate for star-rated hotels

• Sheraton Guangzhou Hotel: HK$1,335 and 86.7% (2014: HK$1,244 and 79.9%)

• Other 4 star-rated hotels: HK$686 and 82.1% (2014: HK$752 and 85.1%)

OVERALL

Revenue: HK$325 mm (-0.8%) Profit before tax: HK$59 mm (-2.7%)

HOTEL MANAGEMENT

Hotel managed: 40 hotels (2014: 38 hotels)

17

P O W E R G E N E R A T I O N – Z H O N G S H A N P O W E R P L A N T

(HK$ mm)

449 440 425 400

187

56

105 126

149

72

0

50

100

150

200

250

300

350

400

450

500

2011 2012 2013 2014 1H15

Revenue

Profit beforeTax

Revenue Trend

18

P O W E R G E N E R A T I O N – J I N G H A I P O W E R P L A N T *

(HK$ mm)

3,640 3,708

8,281 7,635

3,131

293 498

1,683 1,709

689

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2011 2012 2013 2014 1H15

Revenue

Profit beforeTax

Revenue Trend

*The Company’s effective interest in Jinghai Power is 25%.

19

F I N A N C I A L S U M M A R Y

1H15 (HK$ mm) 1H14 (HK$ mm) Y/Y%

REVENUE 4,686 4,316 8.6%

Gross Profit 3,295 3,034 8.6%

Changes in fair value of investment properties 92 618 -85.1%

Administrative expenses (571) (579) -1.4%

Reversal of impairment of items of property, plant and equipment - 85

Others 331 306

PROFIT BEFORE TAX 3,147 3,464 -9.2%

Income tax expense (687) (666)

PROFIT FOR THE YEAR 2,460 2,798 -12.1%

Attributable to: Owners of the Company Non-controlling interest

2,221 238

2,469 329

EPS ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY

Basic 35.53 HK cents 39.57 HK cents -10.2%

Diluted 35.47 HK cents 39.47 HK cents -10.1%

Gross margin 70.3% 70.3%

20

S U M M A R Y

Overall

Grow our business in water resources, property and infrastructure as part of the Group’s strategy to increase profit growth points and overall investment portfolio

Keep Focusing

Seek investment opportunities in the water resources market to develop our core business

Monitor potential opportunities involving public-private-partnership projects in other sub sectors of infrastructure space

Discloseable and Connected Transactions

22

On 14 August, the Company entered into agreements to acquire a portfolio of infrastructure and water resources assets from GDH Limited (the “Acquisition”)

The RC Acquisition

— 100% stake of the offshore SPV (“RC TargetCo”) – principal asset is its indirect 100% interest in a company which operates the Xingliu Expressway

— The Xingliu Expressway is a ~100km toll road located in Guangxi Province and is part of the G80 Guangzhou-Kunming Expressway

— Total payment of RMB 2,124 mn (equivalent to HK$2,604 mn) ( “Total RC Payment”)

The WS Acquisition

— 100% stake of the offshore SPV (“WS TargetCo”) – which owns indirect equity interests in the WS Operating Subsidiaries and Jianghe Gangwu, which

are principally engaged in the water distribution business

— WS Operating Subsidiaries and Jianghe Gangwu include 6 water supply plants, 1 sewage treatment plant, and 5 waterworks construction companies

— Total payment of RMB 993 mn (equivalent to HK$1,217 mn) ( “Total WS Payment”)

S U M M A R Y O F A C Q U I S I T I O N

The Acquisition will require Independent Shareholders approval;

A Circular including the notice convening the EGM will be despatched around 7 Sept 2015

23

T H E R C A C Q U I S I T I O N

O V E R V I E W O F T H E X I N G L I U E X P R E S S W A Y

Part of the G80 Guangzhou-Kunming Expressway that connects Yunnan, Guangxi and Guangdong Provinces

Commenced operation in August 2003 with five toll stations

The main line is 99.6km in length

Three branch line with aggregate length of 52.7km

Operation right of the Xingliu Expressway will expire in September 2032

An integral part of one of the most convenient and safest routes from Guangdong Province and Guangxi Autonomous Region to the south-eastern costal areas of China

Main Line Branch Line Toll Station

Nanning City

Yulin City

Hengxian

Yunbiao

Xingye

Muge

Guigang

Guigang City

Xingliu Expressway Overview Location Map

24

T H E R C A C Q U I S I T I O N

S T R U C T U R E O F T H E R C T A R G E T G R O U P

Acquisition of 100% equity interest in Rosy Canton Limited – the RC TargetCo

Offshore

PRC

RC Target Company

Vendor

GDH Limited (HK)

Zhuhai Shenghui (WFOE)

Guangdong Haihao (PRC)

GDI

Rosy Canton Limited (BVI)

Rosy Canton Hong Kong (HK)

Xinchangjiang Company (PRC Project Co)

100%

100%

100%

100%

54.68%

100% GDI to acquire 100% from Vendor

Owns the operation rights of the Xingliu Expressway

25

T H E R C A C Q U I S I T I O N

S U M M A R Y O F K E Y T R A N S A C T I O N T E R M S

Target Rosy Canton Limited (BVI)

Total RC Payment RC Consideration:

1. RC Sale Share: HK$43 mn (RMB 35 mn)

2. RC Sale Debt: HK$186 mn (RMB 151 mn)

On Completion Date, 80% to be paid On the 14th business day after issuance of completion accounts pay remaining

Repayment of Outstanding Payables:

— Outstanding RC Payables: HK$2,375 mn (RMB 1,938 mn)

— Undertaking to repay in full within 14 business days after the Completion Date

Key Conditions Precedents

— Approval by Independent Shareholders at EGM

— Relevant CPs relating to WS Acquisition

— All conditions precedents must be completed or waived before Dec 31, 2015

Exchange rate: RMB1.00=HK$1.2257

26

The RC Acquisition is aligned with the Group’s strategy to increase profit growth points and grow its portfolio that generates stable income

T H E R C A C Q U I S I T I O N

R E A S O N S A N D B E N E F I T S F O R T H E R C A C Q U I S I T I O N

Aligning with

the Group’s strategy

• Strategy of building a portfolio with stable income

• In operation since August 2003 and generates steady long term income

• RC TargetCo recorded an EBITDA of approximately RMB 454 mn in FY2014

Potential for

further income uplift

• Proven performance with upside potential

• RC TargetCo achieved a net profit growth of 66.1% between 2013 - 2014

• Vehicle ownership for civilian use in Guangxi Province expected have continuous growth

• Traffic consultant forecasts a steady growth of traffic for the Xingliu Expressway

Compelling Project Fundamental

• Connecting Guangdong Province and Guangxi to the south-eastern coastal areas of China

• One of the safest and most convenient routes connecting Guangdong and Guangxi to the South-eastern coastal areas of China

• Stretches along Guangxi Providence's most developed and active trading areas, accounting for more than a third of Guangxi’s GDP

27

Valuation Benchmark

Acquisition Financing

Fully funded by cash and internal resources

T H E R C A C Q U I S I T I O N

F I N A N C I A L I M P A C T

FY 2013 FY 2014

Profit before Tax RMB 149 mn RMB 227 mn

Profit after Tax RMB 111 mn RMB 185 mn

1. RC Sale Share RMB 35 mn

2. RC Sale Debt RMB 151 mn

3. Outstanding RC Payables RMB 1,938 mn

Total RC Payable RMB 2,124 mn

Valuation by Independent Valuer RMB 2,150 mn

Discount to Independent Valuation 1.2% discount

The RC Acquisition implies a 1.2% discount to independent valuer’s valuation

Financial information of RC Target Group:

28

The portfolio consists of 6 water supply projects, 1 sewage treatment project and 5 waterworks construction related projects in Guangxi, Guangdong and Jiangsu Provinces

Company Location Ownership Existing Capacity

(‘000 m3/day)

Max Capacity 1

(‘000 m3/day)

Concession

Rights End

Baoying Shuiwu Baoying, Jiangsu 70% 90 130 May-2037

Gaoyou Gongshui Gaoyou, Jiangsu 60% 95 145 Dec-2039

Jianghe Gangwu Changzhou, Jiangsu 30% 520 520 Dec-2027

Yizheng Gongshui Yizheng, Jiangsu 60% 100 150 May-2037

Wuzhou Shuiwu Wuzhou, Guangxi 51% 355 355 Apr-2037

Zhaoqing Shuiwu Zhaoqing, Guangdong 70% 90 90 Nov-2037

Water Supply Total 1,250 1,390

Wuzhou Huanbao Wuzhou, Guangxi 87% 70 90 Jun-2038 2

Sewage Treatment Total 70 90

Baoying Gongcheng Baoying, Jiangsu 70%

Gaoyou Gongcheng Gaoyou, Jiangsu 60%

Wuzhou Gongcheng Wuzhou, Guangxi 51%

Wuzhou Jianding Wuzhou, Guangxi 51%

Zhaoqing Gongcheng Zhaoqing, Guangdong 70%

The waterworks construction companies are mainly engaged in the construction and installation for water facilities, while also undertake third-party contract for construction of other projects

Water supply Sewage Treatment Waterworks construction/ Watermeter testing

1. Represents the expected max capacity of the plant after completion of expansion, which shall be financed by internal resources of the WS Target Group and Jianghe Gangwu

2. Concession right for Plant 2 Phase 2 will end 30 years after the environmental acceptance

T H E W S A C Q U I S I T I O N

O V E R V I E W O F T H E W A T E R O P E R A T I N G S U B S I D I A R I E S

29

T H E W S A C Q U I S I T I O N

S T R U C T U R E O F T H E W S T A R G E T G R O U P

1. Not consolidated as the WS TargetCo only owns 30% of the project company

China City Water Supply

China City Water Supply (Hong Kong)

Zhuhai Hairun

Guangdong Hairun

Wuzhou Shuiwu

Cititrend

Jianghe Gangwu 1

Zhaoqing Shuiwu

Gaoyou Gongshui

Baoying Shuiwu

Yizheng Gongshui

Wuzhou Huanbao

Yuegang Gongcheng

Wuzhou Gongcheng

Gaoyou Gongcheng

Zhaoqing Gongcheng

Wuzhou Jianding

Baoying Gongcheng

Offshore

PRC

100% 100%

30%

70% 70%

100%

51% 60%

100% 100%

51%

86.96% 60% 70% 100% 60% 70%

Water Supply and Sewage Treatment Business

Waterworks Construction Business

Water Supply Company

Sewage Treatment Company

Waterworks Construction Company

Holding Company

Company not consolidated

WS Target Company

Acquisition of 100% equity interest in China City Water Supply (Cayman) – the WS TargetCo

51%

30

T H E W S A C Q U I S I T I O N

S U M M A R Y O F K E Y T R A N S A C T I O N T E R M S

Target China City Water Supply Investment Holding Limited (Cayman)

Total Payment WS Consideration:

1. WS Sale Share: HK$380 mn (RMB 310 mn)

2. WS Sale Debt: HK$ 391 mn (HK$19 mn + RMB304 mn)

On Completion Date, 80% to be paid On the 14th business day after issuance of completion accounts pay remaining

Repayment of Outstanding Payables:

— Outstanding WS Payables: HK$446 mn (HK$244 mn + RMB 164 mn)

— Undertaking to repay in full within 14 business days after Completion

Key Conditions Precedent

— Approval by Independent Shareholders at EGM

— Relevant CPs relating to RC Acquisition

— All conditions precedents must be completed or waived before Dec 31, 2015

Exchange rate: RMB1.00=HK$1.2257

31

The WS Acquisition is a strategic move to accelerate the Group’s development of its core business

T H E W S A C Q U I S I T I O N

R E A S O N S A N D B E N E F I T S F O R T H E R C A C Q U I S I T I O N

Aligning with

the Group’s strategy

• Strategic plan to develop the core business

• WS Operating Subsidiaries and Jianghe Gangwu includes 6 water supply plants, 1 sewage treatment plant and 5 waterworks construction companies that is complimenting to the existing business

• Help accelerate the Group’s plan to build a comprehensive water resources management industrial chain

Growing the existing

water resources business

• Enhancing the Group’s existing water resources business

• Increase the scale of the Group’s core business

• Segment revenue increased

• Synergic effects: economies of scale, transfer of experience / technology and improvement in water quality

Broaden the Group’s

geographic diversity

• Further diversifying the geographic exposure of the Group’s water resources business

• Strengthening the Group’s exposure in particular in Guangdong and Guangxi Provinces

• It will also diversify the Group’s exposure to Jiangsu Province

• Located in fast-growing counties to benefit from the rise in population and urbanisation

32

T H E W S A C Q U I S I T I O N - F I N A N C I A L I M P A C T

The WS Acquisition implies a 2.2% discount to independent valuer’s valuation

Valuation Benchmark

Acquisition Financing

Fully funded by cash and internal resources

FY 2013 FY 2014

Profit before Tax RMB 72 mn RMB 92 mn

Profit after Tax RMB 59 mn RMB 69 mn

1. WS Sale Share RMB 310 mn

2. WS Sale Debt RMB 319 mn

3. Outstanding WS Payables RMB 364 mn

Total WS Payable RMB 993 mn

Valuation by Independent Valuer RMB 1,016 mn

Discount to Independent Valuation 2.2% discount

Financial information of WS Target Group

Exchange rate: RMB1.00=HK$1.2257

33

The Acquisition is expected to proceed with the following timetable

E X P E C T E D T I M E T A B L E

14 Aug (Fri) — Acquisition Announcement

7 Sep (Mon) — Despatch of Circular to Independent Shareholders

29 Sep (Tue) — Extraordinary General Meeting – exact date to be set out in Circular

9 Oct (Fri) — Target Acquisition Completion

34

L E G A L D I S C L A I M E R

This presentation does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation or is unlawful without compliance with any registration, filing or other requirements.

This presentation contains “forward-looking statements” which are statements that refer to expectations and plans for the future and include, without limitation, statements regarding the Company’s future results of operations, financial condition or business prospects as well as other statements based on projections, estimates and assumptions. Words such as "expect," "intend," "plan," "believe," "estimate," "may," "will," "should" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, which reflect the current expectations and plans of the directors and management of the Company, may not materialize or may change. Many risks, uncertainties and other factors, some of which are unpredictable and beyond the Company’s control, could affect the matters discussed in these forward-looking statements. These factors include, without limitation, economic and business conditions globally and in the countries where we operate, the Company’s ability to predict and respond quickly to market developments, pricing trends and competition; changes in applicable laws and regulations (including applicable tax and tariff rates). Any variance from the expectations or plans on which these forward-looking statements are based could cause the Company’s actual results or actions to differ materially from those expressed or implied in these statements. These statements are not guarantees of future performance and we caution readers not to place undue reliance on these statements. The Company undertakes no obligation to update any forward-looking statements in this presentation, whether as a result of new information or any subsequent change, development or event. All forward-looking statements in this presentation are qualified by reference to this paragraph.

35 35

Thank You