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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%
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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$327mm
+0.3%
-10.2%
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S E G M E N T R E S U L T S
69% 27% 1.9% 2.5%
Water Resources Property Investment and Development &
Department Stores
Hotel Operations & Management
Infrastructures
Operating Profit (excluding interest income, other income and gains & finance costs)
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D I V I D E N D P A Y O U T T R E N D
15.0 18.0
20.0 23.0
28.0
38.5% 37.3% 36.5%
32.4%
39.8%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
0
5
10
15
20
25
30
2010 2011 2012 2013 2014
Dividend
DividendPayout Ratio
(HK$ 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
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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$4.8 bn
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H K W A T E R S U P P L Y R E V E N U E T R E N D
2.5 2.5 2.5 2.5 3.0 3.1 3.3 3.5 3.7 4.0 4.2 4.5
4.8
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
2005 2006 2007 2008* 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E
(HK$ 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
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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
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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$28.8 mm
Project Waste Water Processing Capacity (tpd) Annual Capacity of Water Supply (mcm)
Nansha – 72
Wuhua 40,000 –
Jinsheng 70,000 –
Daojiao 40,000 –
Meizhou 100,000 100.8
Kaiping 50,000 –
Danzhou – 36.5
Total 300,000 209.3
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P R O P E R T Y I N V E S T M E N T & D E V E L O P M E N T
* Including rentals from department store run by the Group ** Excluding revaluation gain and net interest income
966 1,056
1,115 1,180
598
651 735 748 796
423
0
200
400
600
800
1,000
1,200
1,400
2011 2012 2013 2014 1H15
Revenue
Profit beforeTax
Teem Plaza Performance Trend
HK$ mm
*
**
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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
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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$59 mm (-2.7%)
HOTEL MANAGEMENT
Hotel managed: 40 hotels (2014: 38 hotels)
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P O W E R G E N E R A T I O N – Z H O N G S H A N P O W E R P L A N T
(HK$ 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
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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%.
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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%
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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
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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
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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
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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
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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
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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
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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:
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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
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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%
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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
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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
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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
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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.