CORPORATE PROFILE
Tianjin Port Development Holdings Limited was listed on The Stock Exchange of Hong Kong Limited on 24 May 2006 (Stock Code: 03382).
The Group first operated as a non-containerised cargo terminal at the port of Tianjin in 1968 and subsequently expanded into container handling business in 1980. In February 2010, the Group completed the acquisition of 56.81% equity interest in Tianjin Port Holdings Co., Ltd. Today, the Group is the leading port operator at the port of Tianjin and is principally engaged in container and non-containerised cargo handling businesses, sales business and port ancillary services business. The Group has advanced container terminals, specialised terminals in handling of coke, coal, ore, Ro-Ro, and a 300,000-tonne crude oil terminal.
The port of Tianjin, located at the juncture of the Beijing-Tianjin city belt and the economic circle of the Bohai Rim Region, is the largest comprehensive port and an important foreign trade port in North China, serving 14 provinces, cities and autonomous regions and a hub connecting Northeast Asia with Midwest Asia. It is one of the coastal ports with the most complete functions in China. In the first half of 2020, the port of Tianjin was the eighth largest port in terms of total cargo throughput and ranked the sixth in terms of total container throughput in China.
CONTENTS
Corporate Profile | 1 | Other Information | 30 |
Financial Highlights | 2 | Financial Summary | 34 |
Management Discussion and Analysis | 3 | Definitions | 35 |
Report on Review of Condensed Consolidated | Corporate Information | 36 | |
Financial Statements | 10 | ||
Condensed Consolidated Financial Statements | 11 |
Global RO-RO
Euroasia | Haifeng | |||
Tianjin Port Pacific | ||||
BEIJING | ||||
Alliance | Haitian | TIANJIN | ||
Tianjin Port | Tianjin Port Ro-Ro | |||
Tugboat | ||||
No.1 Co. | ||||
No.4 Co. | TCT | |||
Petrochemicals Terminal | Yuanhang Ore | |||
Coke Terminal | Shenhua | |||
China Coal Huaneng | ||||
Yuanhang | ||||
CNAF | Bulk |
Yuanhang International Ore
Tianjin Port Shihua
2 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
FINANCIAL HIGHLIGHTS
For the six months ended | ||
30 June | ||
2020 | 2019 | |
Total throughput | ||
Non-containerised cargo (million tonnes) | 107.99 | 104.90 |
Container (million TEUs) | 8.57 | 8.32 |
Consolidated throughput | ||
Non-containerised cargo (million tonnes) | 79.92 | 74.31 |
Container (million TEUs) | 5.66 | 4.12 |
HK$ million | For the six months ended | |
30 June | ||
2020 | 2019 | |
(restated) | ||
Revenue | 6,323 | 7,086 |
Operating profit | 865 | 901 |
Profit before income tax | 806 | 828 |
Profit attributable to Shareholders | 220 | 273 |
Basic earnings per share (HK cents) | 3.6 | 4.4 |
Net cash inflow from operating activities | 1,277 | 1,527 |
HK$ million | As at | As at |
30 June | 31 December | |
2020 | 2019 | |
Total assets | 42,979 | 44,813 |
Total borrowings | 11,709 | 13,433 |
Shareholders' equity | 12,144 | 12,188 |
Total equity | 26,347 | 26,504 |
Financial ratios | ||
Gearing ratio (Note 1) | 44.4% | 50.7% |
Current ratio | 1.2 | 1.5 |
Net assets per share - book value (Note 2) (HK$) | 2.0 | 2.0 |
Notes:
1. Gearing ratio represents total borrowings divided by total equity.
2. Net assets per share - book value represents Shareholders' equity divided by the number of issued shares at the end of reporting period.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 3
MANAGEMENT DISCUSSION AND ANALYSIS
INTERIM RESULTS
In the first half of 2020, total cargo throughput handled by the Group was 200.82 million tonnes (2019: 198.04 million tonnes), an increase of 1.4% over the same period last year, of which total container throughput was 8.572 million TEUs (2019: 8.315 million TEUs), an increase of 3.1% over the same period last year.
In the first half of 2020, profit attributable to shareholders of the Company amounted to HK$220 million and basic earnings per share was HK3.6 cents.
INTERIM DIVIDEND
The Board has resolved not to declare an interim dividend for the six months ended 30 June 2020.
REVIEW OF OPERATIONS
The outbreak of COVID-19 pandemic is an unprecedented shock to the global economy since the beginning of this year; many countries are experiencing a sharp deterioration in economic performance. In an all-out effort to fight the pandemic, China has taken stringent measures and brought the domestic pandemic under control. With the full resumption of operation and production and the government stimulus measures, China's economy is on the path of steady recovery. China's GDP growth turned positive in the second quarter of 2020 showing an increase of 3.2%, a sharp rebound from the 6.8% contraction in the first quarter. In the first half of 2020, China's GDP declined by 1.6% year-on-year and total import and export value contracted by 6.3% year-on-year to US$2.03 trillion. According to the statistics from the Ministry of Transport of the PRC, cargo throughput handled by ports in China in the first half of 2020 was 6,752 million tonnes, representing a year- on-year growth of 0.6%, of which container throughput handled decreased by 5.4% year-on-year to 120.19 million TEUs.
The Group has implemented a range of stringent prevention and control measures in response to the COVID-19 outbreak to safeguard and ensure a well-functioning port supply chain. In the first half of 2020, total cargo throughput handled by the Group was 200.82 million tonnes, maintained steady growth of 1.4% year-on-year.
Non-containerised Cargo Handling Business
In the first half of 2020, the Group achieved total non-containerised cargo throughput of 107.99 million tonnes, representing an increase of 2.9% over the same period last year, of which throughput of the subsidiary terminals grew by 7.5% and throughput of the jointly controlled and affiliated terminals fell by 8.2%.
Non-containerised cargo throughput | ||||
First half | First half | Change | Change | |
Nature of terminal | of 2020 | of 2019 | amount | percentage |
million tonnes | million tonnes | million tonnes | ||
Subsidiary terminals | 79.92 | 74.31 | 5.61 | 7.5% |
Jointly controlled and affiliated terminals | 28.07 | 30.59 | -2.52 | -8.2% |
Total | 107.99 | 104.90 | 3.09 | 2.9% |
In terms of total throughput on a year-on-year basis, metal ore handling grew by 13.1% to 52.90 million tonnes (2019:
46.76 million tonnes), coal handling dropped by 10.3% to 28.30 million tonnes (2019: 31.54 million tonnes), crude oil handling decreased by 3.9% to 13.19 million tonnes (2019: 13.72 million tonnes), steel handling was down by 14.2% to 5.14 million tonnes (2019: 5.99 million tonnes), and automobiles handling decreased by 13.2% to 0.66 million tonnes (2019: 0.76 million tonnes).
On a consolidated basis, the blended average unit price of the non-containerised cargo handling business was HK$24.5 per tonne (2019: HK$27.2 per tonne), a decrease of 9.9% compared with the same period last year. In RMB, the blended average unit price decreased by 5.5% compared with the same period last year.
4 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Container Handling Business
Currently, the Group operates all container terminals at the port of Tianjin.
In the first half of 2020, the Group achieved total container throughput of 8.572 million TEUs, representing an increase of 3.1% over the same period last year, of which throughput of the subsidiary terminals increased by 37.4% and throughput of the jointly controlled and affiliated terminals dropped by 30.6%. After 天津五洲國際集裝箱碼頭有限公司 (Tianjin Five Continents International Container Terminal Co., Ltd.*) ("Tianjin Five Continents", an associate originally held as to 40% by the Group) became a subsidiary of the Group in June 2019 and was then absorbed and merged by 天津港集裝箱碼頭有限 公司 (Tianjin Port Container Terminal Co., Ltd.*) ("Tianjin Port Container", a subsidiary of the Group), its throughput was included in subsidiary terminals in the first half of 2020 while it was included in jointly controlled and affiliated terminals in the first half of 2019, causing large fluctuations between throughput of the two categories.
Container throughput | |||||
First half | First half | Change | Change | ||
Nature of terminal | of 2020 | of 2019 | amount | percentage | |
'000 TEUs | '000 TEUs | '000 TEUs | |||
Subsidiary terminals | 5,663 | 4,122 | 1,541 | 37.4% | |
Jointly controlled and affiliated terminals | 2,909 | 4,193 | -1,284 | -30.6% | |
Total | 8,572 | 8,315 | 257 | 3.1% | |
On a consolidated basis, the blended average unit price of the container handling business was HK$218.8 per TEU (2019: HK$273.0 per TEU), a decrease of 19.9% compared with the same period last year. In RMB, the blended average unit price decreased by 15.9% compared with the same period last year. The decrease in the blended average unit price was mainly attributable to the change in cargo mix in the first half of 2020, and the change in cargo mix (on a consolidated basis) caused after Tianjin Five Continents became a subsidiary of the Group and was then absorbed and merged by Tianjin Port Container.
Sales Business
The Group's sales business mainly engaged in the supply of fuel to the inbound vessels, sales of supplies and other materials.
In the first half of 2020, the Group recorded revenue of HK$2,128 million from sales business, representing a decrease of 25.3% compared with the same period last year, which was mainly due to the drop in both sales volume and prices.
Other Port Ancillary Services Business
Other port ancillary services of the Group mainly include tugboat services, agency services and other services.
In the first half of 2020, cargo agency dropped by 14.0% to 34.84 million tonnes of cargoes (2019: 40.52 million tonnes);
shipping agency decreased by 14.5% to 2,653 vessel calls (2019: 3,102 vessel calls); tallying services decreased by 7.9% to
50.39 million tonnes of cargoes (2019: 54.73 million tonnes); and tugboat services decreased by 5.3% to 19,700 vessel calls
(2019: 20,810 vessel calls) compared with the same period last year.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 5
MANAGEMENT DISCUSSION AND ANALYSIS
OUTLOOK
Going into the second half of the year, the global economic outlook remains highly uncertain due to the pandemic, and the pace of economic recovery is extremely unclear. While this pandemic reoriented our focus, other risks, including U.S. presidential election, ongoing tensions between China and the U.S., debt crisis, geopolitical risks, continue to weigh on the global economy and international trade, posing challenges to the port industry. According to the World Economic Outlook update published by the International Monetary Fund (IMF) in June, the global economic growth is projected at -4.9% and China's growth is projected at 1.0% in 2020.
This year, the Group has continued to create new accomplishments. In promoting the automation and intelligence of container operation, we launched an integrated intelligent tallying system, which improved the efficiency of container terminals handling and tallying services. In the construction of green ports, we further promoted the green transportation mode of "road freight to rail freight" and "cargo containerisation". Going forward, the Group determines to face the upcoming challenges, strive for its high-quality development, push forward the use of 5G technology, focus on automation in operation, foster port intellectualisation to the highest international standard, and aims to construct a world-class smart and green port.
FINANCIAL REVIEW
Revenue
The Group's revenue was HK$6,323 million in the first half of 2020, representing a decrease of 10.8% compared with the same period last year. An analysis of revenue by segment is as follows:
Revenue | ||||
First half | First half | Change | Change | |
Type of business | of 2020 | of 2019 | amount | percentage |
HK$ million | HK$ million | HK$ million | ||
Non-containerised cargo handling business | 1,955 | 2,023 | -68 | -3.3% |
Container handling business | 1,239 | 1,125 | 114 | 10.2% |
Cargo handling business (total) | 3,194 | 3,148 | 46 | 1.5% |
Sales business | 2,128 | 2,850 | -722 | -25.3% |
Other port ancillary services business | 1,001 | 1,088 | -87 | -8.0% |
Total | 6,323 | 7,086 | -763 | -10.8% |
Revenue from non-containerised cargo handling business was HK$1,955 million, 3.3% lower than that in the same period last year. In RMB, revenue increased by 1.4%, mainly contributed by the increase in non-containerised cargo throughput.
Revenue from container handling business grew by 10.2% over the same period last year to HK$1,239 million. In RMB, revenue increased by 15.6%, which was mainly attributable to the change in scope of consolidation after Tianjin Five Continents became a subsidiary of the Group and was then absorbed and merged by Tianjin Port Container.
Revenue from sales business was HK$2,128 million, a 25.3% decrease compared with the same period last year and a 21.6% decrease in RMB, which was mainly due to the drop in both sales volume and prices.
Revenue from other port ancillary services business was HK$1,001 million, an 8.0% decrease compared with the same period last year and a 3.4% decrease in RMB.
6 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Cost of Sales
In the first half of 2020, cost of sales of the Group was HK$4,855 million, representing a decrease of 13.9% compared with the same period last year. An analysis of costs by segment is as follows:
Costs | |||||
First half | First half | Change | Change | ||
Type of business | of 2020 | of 2019 | amount | percentage | |
HK$ million | HK$ million | HK$ million | |||
Cargo handling business | 2,110 | 2,118 | -8 | -0.4% | |
Sales business | 2,126 | 2,831 | -705 | -24.9% | |
Other port ancillary services business | 619 | 687 | -68 | -10.0% | |
Total | 4,855 | 5,636 | -781 | -13.9% | |
Cost of cargo handling business was HK$2,110 million, 0.4% lower than that in the same period last year. In RMB, cost increased by 4.6%, primarily attributable to the change in scope of consolidation after Tianjin Five Continents became a subsidiary of the Group and was then absorbed and merged by Tianjin Port Container.
Cost of sales business was HK$2,126 million, a 24.9% decrease compared with the same period last year. In RMB, cost decreased by 21.2% which was mainly due to the decrease in sales leading to the corresponding decrease in costs of sales.
Cost of other port ancillary services business was HK$619 million, a 10.0% decline compared with the same period last year and a 5.6% decrease in RMB, which was mainly due to the decrease in wage costs and labour costs.
Gross Profit
Gross profit and gross profit margin for the first half of 2020 were HK$1,466 million (2019: HK$1,443 million) and 23.2%
(2019: 20.4%) respectively. Gross profit increased by 1.5% over the same period last year and gross profit margin increased by 2.8 percentage points over the same period last year, which was mainly driven by the increase in gross profit and gross profit margin of cargo handling business.
Administrative Expenses
Administrative expenses of the Group decreased by 3.5% compared with the same period last year to HK$678 million. The Group will take strict measures in control and management so as to maintain administrative expenses at a reasonable level.
Other Income and Gains and Other Operating Expenses
Other income and gains amounted to HK$122 million, representing a decrease of HK$105 million compared with the same period last year. The decline was primarily due to the gain of HK$81.58 million recorded in the same period last year on remeasurement of 40% equity interest in Tianjin Five Continents originally held by the Group in accordance with relevant accounting standards, when Tianjin Five Continents became a subsidiary of the Group upon completion of the acquisition of additional equity interest. Interest income from deposits decreased by HK$33.81 million compared with the same period last year.
Other operating expenses amounted to HK$39.74 million, an increase of HK$21.02 million compared with HK$18.72 million reported in the same period last year, mainly due to the increase in exchange loss of HK$19.81 million.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 7
MANAGEMENT DISCUSSION AND ANALYSIS
Finance Costs
Finance costs (excluding capitalised interest) were HK$291 million and finance costs (including capitalised interest) were HK$301 million, a decrease of 14.0% and 13.0% compared with the same period last year respectively, which was mainly attributable to the decrease in total borrowings compared with the same period last year.
Share of Net Profit of Associates and Joint Ventures Accounted for Using the Equity Method
The Group's share of net profit of associates and joint ventures accounted for using the equity method was HK$231 million, representing a decrease of 13.1% compared with the same period last year.
Income Tax
The Group's income tax expenses amounted to HK$209 million, representing an increase of HK$2.46 million over the same period last year.
FINANCIAL POSITION
Cash Flow
In the first half of 2020, net increase in cash and cash equivalents of the Group amounted to HK$215 million.
The Group continued to generate steady cash flow from its operations. Net cash inflow from operating activities amounted to HK$1,277 million.
Net cash inflow from investing activities amounted to HK$899 million, which included cash inflow of HK$1,147 million as a result of decrease in time deposits with maturity over three months upon maturity, and cash used for capital expenditure of HK$268 million.
Net cash outflow from financing activities amounted to HK$1,961 million, which included payment of dividends and interest expenses on borrowings of HK$373 million, net decrease of HK$1,529 million in borrowings, and lease payment of HK$59.64 million.
Capital Structure
The equity attributable to equity holders of the Company as at 30 June 2020 was HK$12,144 million (31 December 2019: HK$12,188 million), and the net asset value of the Company was HK$2.0 per share (31 December 2019: HK$2.0 per share).
As at 30 June 2020, the Company had an issued share capital of 6,158 million shares and the market capitalisation was approximately HK$3,325 million (at the closing price of the shares of the Company of HK$0.54 per share on 30 June 2020).
Assets and Liabilities
As at 30 June 2020, the Group's total assets were HK$42,979 million (31 December 2019: HK$44,813 million) and total
liabilities were HK$16,631 million (31 December 2019: HK$18,310 million). Net current assets as at 30 June 2020 were
HK$1,780 million (31 December 2019: HK$3,768 million).
Liquidity, Financial Resources and Borrowings
As at 30 June 2020, the Group's cash and deposits (including restricted bank deposits and time deposits with maturity over three months) were HK$7,599 million (31 December 2019: HK$8,680 million) and principally denominated in RMB.
The Group's total borrowings as at 30 June 2020 were HK$11,709 million (31 December 2019: HK$13,433 million), with HK$5,476 million repayable within one year, HK$4,156 million repayable after one year and within five years and HK$2,077 million repayable after five years. About 18.7% and 81.3% of the Group's borrowings were denominated in HK$ and RMB respectively.
8 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Financial Ratios
As at 30 June 2020, the Group's gearing ratio (total borrowings divided by total equity) was 44.4% (31 December 2019: 50.7%), and current ratio (current assets divided by current liabilities) was 1.2 (31 December 2019: 1.5).
Pledge of Assets
None of the Group's assets were pledged as at 30 June 2020.
Contingent Liabilities
The Group did not have any material contingent liabilities as at 30 June 2020.
Financial Management and Policy
The Group's Hong Kong head office is responsible for financial risk management of the Group and the finance department is responsible for the daily management. One of the major objectives of the Group's treasury policy is to manage its foreign currency exchange rate and interest rate risk exposures. It is the Group's policy not to engage in any speculative activities.
The operations of the Group are located in the PRC and its functional currency is RMB. The Group is exposed to foreign exchange risk primarily from the assets and liabilities that are denominated in non-functional currencies. As at 30 June 2020, most of the Group's assets and liabilities were denominated in RMB except for certain bank borrowings denominated in HK$. RMB exchange rate fluctuated in the first half of 2020. With the transition to 'risk-off' mode in global financial markets due to the pandemic, US$ was pushed up. Following the successful implementation of pandemic prevention and control measures, China has successfully resumed its economic activities. This, together with a weaker US$ index, supported the RMB exchange rate, easing the depreciation pressure on RMB. As the exchange rate of RMB at the end of June 2020 was approximately 2.0% lower than that at the end of 2019, an exchange loss of HK$36.49 million (2019: HK$16.68 million) arose from the translation of foreign currency denominated liabilities held by the Group. The fluctuations in RMB exchange rate will affect the Group's results reported in HK$ as the Group operates its business in the PRC and its functional currency is RMB. No hedging arrangement was entered into in respect of foreign exchange risk exposure during the period under review.
The Group's interest rate risk arises primarily from the fluctuation in interest rates of borrowings. Borrowings at variable rates expose the Group to cash flow interest rate risk, while borrowings at fixed rates expose the Group to fair value interest rate risk. As at 30 June 2020, the Group's total borrowings were HK$11,709 million and mainly at floating interest rate, and the average borrowing interest rate was 4.0% (31 December 2019: 4.3%).
The Group will continue to monitor the risks of exchange rate and interest rate closely. In view of the fluctuations in RMB exchange rate and its debts in foreign currencies, the Group will continuously review its treasury strategy, with the aim to be well prepared and to respond quickly and effectively to the rapidly changing conditions in financial market.
CAPITAL EXPENDITURE AND COMMITMENTS
In the first half of 2020, additions to property, plant and equipment of the Group amounted to HK$223 million, which primarily comprised construction of new terminals and depots, and renovation of terminals and depots.
As at 30 June 2020, the Group's capital commitments (including authorised but not contracted for) amounted to HK$2,410 million (31 December 2019: HK$2,803 million), of which HK$1,849 million was for property, plant and equipment and HK$561 million was for investment in an associate.
On 23 July 2020, Tianjin Port Co entered into an agreement with the other shareholder of 神華天津煤炭碼頭有限責任公司 (Shenhua Tianjin Coal Terminal Co., Ltd.*) ("Shenhua Tianjin", an associate of the Group) to terminate the capital injection and not to contribute the unpaid capital to Shenhua Tianjin. Upon termination of the capital injection, the percentage shareholding interest of Tianjin Port Co in Shenhua Tianjin remains unchanged at 45% and Shenhua Tianjin continues to be accounted for as an associate of the Group. Details were set out in the announcement of the Company dated 23 July 2020.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 9
MANAGEMENT DISCUSSION AND ANALYSIS
EMPLOYEES
As at 30 June 2020, the Group had approximately 8,000 employees. The Group offers remuneration packages for employees based on their position, performance and the labour market conditions. In addition to basic salary, mandatory provident fund scheme (in accordance with the Mandatory Provident Fund Schemes Ordinance for Hong Kong employees) or the state- managed pension scheme (for PRC employees), discretionary bonus is also awarded to the employees with reference to the annual results and the employees' performance. The Group reviews the remuneration policies and packages on a regular basis.
The Group highly values the life-long learning and personal development of the employees, and enhances their productivity through the provision of training, thereby benefits business development of the Group. The management proactively communicates with employees to foster the employer-employee relationship.
APPRECIATION
On behalf of the Board, I would like to express my gratitude to a team of dedicated staff for their unfailing service and to our shareholders for their continuous support to the Group.
By order of the Board
CHU Bin
Chairman
Hong Kong, 26 August 2020
10 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
REPORT ON REVIEW OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
To the Board of Directors of Tianjin Port Development Holdings Limited (incorporated in the Cayman Islands with limited liability)
INTRODUCTION
We have reviewed the condensed consolidated financial statements of Tianjin Port Development Holdings Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") set out on pages 11 to 29, which comprise the condensed consolidated statement of financial position as of 30 June 2020 and the related condensed consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the six- month period then ended, and certain explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). The directors of the Company are responsible for the preparation and presentation of these condensed consolidated financial statements in accordance with HKAS 34. Our responsibility is to express a conclusion on these condensed consolidated financial statements based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
SCOPE OF REVIEW
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the HKICPA. A review of these condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared, in all material respects, in accordance with HKAS 34.
OTHER MATTERS
The comparative condensed consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the six months ended 30 June 2019 and the relevant explanatory notes included in these condensed consolidated financial statements before restatements were extracted from the interim financial information of the Group for the six months ended 30 June 2019 reviewed by another auditor who expressed an unmodified conclusion on that information on 28 August 2019. The comparative condensed consolidated statement of financial position as at 31 December 2019 and the relevant explanatory notes included in these condensed consolidated financial statements were extracted from the consolidated financial statements of the Group for the year ended 31 December 2019 audited by the same auditor who expressed an unmodified opinion on those statements on 29 May 2020.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
26 August 2020
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 11
CONDENSED CONSOLIDATED INCOME STATEMENT
For the six months ended 30 June 2020
Unaudited | ||||
Six months ended 30 June | ||||
2020 | 2019 | |||
Note | HK$'000 | HK$'000 | ||
(restated) | ||||
Revenue | 5 | 6,323,448 | 7,085,540 | |
Business tax and surcharge | (2,646) | (5,610) | ||
Cost of sales | (4,855,259) | (5,636,479) | ||
Gross profit | 1,465,543 | 1,443,451 | ||
Other income and gains | 6 | 122,364 | 227,828 | |
Administrative expenses | (678,414) | (703,185) | ||
Net impairment losses on financial assets | (4,466) | (3,518) | ||
Loss of assets | 22 | - | (45,128) | |
Other operating expenses | (39,740) | (18,715) | ||
Operating profit | 865,287 | 900,733 | ||
Finance costs | 7 | (291,078) | (338,637) | |
Share of net profit of associates and joint ventures | ||||
accounted for using the equity method | 231,494 | 266,354 | ||
Profit before income tax | 805,703 | 828,450 | ||
Income tax | 8 | (209,340) | (206,881) | |
Profit for the period | 9 | 596,363 | 621,569 | |
Profit attributable to: | ||||
Equity holders of the Company | 219,770 | 273,274 | ||
Non-controlling interests | 376,593 | 348,295 | ||
596,363 | 621,569 | |||
Earnings per share | 11 | |||
Basic (HK cents) | 3.6 | 4.4 | ||
Diluted (HK cents) | 3.6 | 4.4 | ||
The notes on pages 17 to 29 are an integral part of these condensed consolidated financial statements.
12 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2020
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
(restated) | |||
Profit for the period | 596,363 | 621,569 | |
Other comprehensive (loss)/income | |||
Items that will not be reclassified to profit or loss: | |||
Changes in the fair value of financial assets at fair value | |||
through other comprehensive income | (107,780) | 261,161 | |
Income tax effect to the above item | 26,795 | (65,491) | |
Items that will not be subsequently reclassified to profit or loss: | |||
Currency translation differences | (514,305) | (113,180) | |
Other comprehensive (loss)/income for the period, net of tax | (595,290) | 82,490 | |
Total comprehensive income for the period | 1,073 | 704,059 | |
Total comprehensive (loss)/income attributable to: | |||
Equity holders of the Company | (44,563) | 287,042 | |
Non-controlling interests | 45,636 | 417,017 | |
1,073 | 704,059 | ||
The notes on pages 17 to 29 are an integral part of these condensed consolidated financial statements.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 13
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2020 | |||
Unaudited | Audited | ||
30 June | 31 December | ||
2020 | 2019 | ||
Note | HK$'000 | HK$'000 | |
ASSETS | |||
Non-current assets | |||
Property, plant and equipment | 12 | 19,631,549 | 20,351,560 |
Right-of-use assets | 13 | 6,464,113 | 6,737,343 |
Intangible assets | 68,970 | 68,143 | |
Investments accounted for using the equity method | 4,895,836 | 4,773,800 | |
Financial assets at fair value through other comprehensive income | 602,955 | 723,781 | |
Deferred income tax assets | 53,769 | 54,914 | |
31,717,192 | 32,709,541 | ||
Current assets | |||
Inventories | 354,801 | 246,161 | |
Trade and other receivables and notes receivables | 14 | 3,308,154 | 3,177,891 |
Restricted bank deposits | 38,866 | 35,059 | |
Time deposits with maturity over three months | - | 1,169,702 | |
Cash and cash equivalents | 7,559,798 | 7,474,924 | |
11,261,619 | 12,103,737 | ||
Total assets | 42,978,811 | 44,813,278 | |
EQUITY | |||
Equity attributable to equity holders of the Company | |||
Share capital | 15 | 615,800 | 615,800 |
Other reserves | 16 | 3,333,013 | 3,599,796 |
Retained earnings | 8,194,848 | 7,972,628 | |
12,143,661 | 12,188,224 | ||
Non-controlling interests | 14,203,821 | 14,315,361 | |
Total equity | 26,347,482 | 26,503,585 | |
The notes on pages 17 to 29 are an integral part of these condensed consolidated financial statements.
14 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2020
Unaudited | Audited | ||
30 June | 31 December | ||
2020 | 2019 | ||
Note | HK$'000 | HK$'000 | |
LIABILITIES | |||
Non-current liabilities | |||
Borrowings | 17 | 6,232,562 | 8,995,525 |
Lease liabilities | 674,657 | 690,019 | |
Deferred income tax liabilities | 217,041 | 261,889 | |
Other long-term liabilities | 25,191 | 26,815 | |
7,149,451 | 9,974,248 | ||
Current liabilities | |||
Trade and other payables and contract liabilities | 18 | 3,593,410 | 3,524,551 |
Current income tax liabilities | 133,266 | 78,466 | |
Borrowings | 17 | 5,475,948 | 4,437,477 |
Lease liabilities | 279,254 | 294,951 | |
9,481,878 | 8,335,445 | ||
Total liabilities | 16,631,329 | 18,309,693 | |
Total equity and liabilities | 42,978,811 | 44,813,278 | |
Net current assets | 1,779,741 | 3,768,292 | |
Total assets less current liabilities | 33,496,933 | 36,477,833 | |
The notes on pages 17 to 29 are an integral part of these condensed consolidated financial statements.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 15
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2020
Unaudited | ||||||
Equity attributable to equity holders of the Company | ||||||
Non- | ||||||
Share | Other | Retained | controlling | Total | ||
capital | reserves | earnings | Total | interests | equity | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
(Note 16) | ||||||
At 1 January 2019 | 615,800 | 3,704,072 | 7,848,640 | 12,168,512 | 13,622,769 | 25,791,281 |
Total comprehensive income | ||||||
for the period (restated) | - | 13,768 | 273,274 | 287,042 | 417,017 | 704,059 |
Dividends | - | - | (171,808) | (171,808) | (389,468) | (561,276) |
Deregistration of subsidiaries | - | (195) | 193 | (2) | (5,917) | (5,919) |
Acquisition of a subsidiary (Note 19) | - | - | - | - | 794,376 | 794,376 |
Acquisition of additional interest | ||||||
in a subsidiary | - | (5,963) | - | (5,963) | (105,489) | (111,452) |
Lapse of share options | - | (4,054) | 4,054 | - | - | - |
At 30 June 2019 (restated) | 615,800 | 3,707,628 | 7,954,353 | 12,277,781 | 14,333,288 | 26,611,069 |
At 1 January 2020 | 615,800 | 3,599,796 | 7,972,628 | 12,188,224 | 14,315,361 | 26,503,585 |
Total comprehensive (loss)/income | ||||||
for the period | - | (264,333) | 219,770 | (44,563) | 45,636 | 1,073 |
Dividends | - | - | - | - | (157,176) | (157,176) |
Lapse of share options | - | (2,450) | 2,450 | - | - | - |
At 30 June 2020 | 615,800 | 3,333,013 | 8,194,848 | 12,143,661 | 14,203,821 | 26,347,482 |
The notes on pages 17 to 29 are an integral part of these condensed consolidated financial statements.
16 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2020
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
Note | HK$'000 | HK$'000 | |
(restated) | |||
Net cash generated from operating activities | 1,276,990 | 1,526,633 | |
Cash flows from investing activities | |||
Payments for property, plant and equipment and intangible assets | (267,656) | (396,024) | |
Acquisition of a subsidiary | 19 | - | 96,336 |
Dividends received from investments accounted for using the equity method | 8,383 | 107,727 | |
Decrease in time deposits with maturity over three months | 1,147,163 | 859,385 | |
Other investing activities | 11,172 | 21,171 | |
Net cash from investing activities | 899,062 | 688,595 | |
Cash flows from financing activities | |||
Proceeds from borrowings | 1,672,370 | 2,013,129 | |
Repayments of borrowings | (3,200,897) | (3,250,526) | |
Lease payments | (59,640) | (85,910) | |
Other financing activities | (372,639) | (512,996) | |
Net cash used in financing activities | (1,960,806) | (1,836,303) | |
Net increase in cash and cash equivalents | 215,246 | 378,925 | |
Cash and cash equivalents at 1 January | 7,474,924 | 9,769,956 | |
Effects of exchange rate changes | (130,372) | (57,202) | |
Cash and cash equivalents at 30 June | 7,559,798 | 10,091,679 | |
The notes on pages 17 to 29 are an integral part of these condensed consolidated financial statements.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 17
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
1. GENERAL INFORMATION
Tianjin Port Development Holdings Limited (the "Company") is incorporated in the Cayman Islands as an exempted company with limited liability and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Its principal address is Suite 3904-3907, 39/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the provision of containerised and non-containerised cargo handling services, sales and other port ancillary services at the port of Tianjin in the People's Republic of China (the "PRC").
The condensed consolidated financial statements were approved for issue by the board of directors of the Company (the "Board") on 26 August 2020.
2. BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange.
The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2019 which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").
3. SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied and methods of computation used in the preparation of the condensed consolidated financial statements are consistent with those used in the annual consolidated financial statements for the year ended 31 December 2019.
The Group has applied the Amendments to References to the Conceptual Framework in HKFRS Standards and the following amendments to HKFRSs for the accounting period beginning on 1 January 2020:
HKAS 1 and HKAS 8 (Amendments) | Definition of Material |
HKFRS 3 (Amendment) | Definition of a Business |
HKFRS 9, HKAS 39 and HKFRS 7 (Amendments) | Interest Rate Benchmark Reform |
The application of the Amendments to References to the Conceptual Framework in HKFRS Standards and the amendments to HKFRSs in the current period has had no material impact on the Group's financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.
18 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
4. FINANCIAL RISK MANAGEMENT
4.1 Fair value estimation
Financial instruments measured at fair value are analysed into the following fair value measurement hierarchy:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
At 30 June 2020, financial instruments included in level 1 and level 3 comprise listed equity securities and unlisted equity securities respectively which were classified as financial assets at fair value through other comprehensive income ("FVOCI"). Listed equity securities of HK$559,029,000 (31 December 2019: HK$678,992,000) were measured at the quoted price and unlisted equity securities of HK$43,926,000 (31 December 2019: HK$44,789,000) were measured by using marketability discount rate derived from management's judgement in estimating their fair value.
There were no transfers between different levels of the fair value hierarchy during the period.
For the six months ended 30 June 2020, there were no significant changes in the business or economic circumstances that affect the fair values of the Group's financial assets and financial liabilities.
4.2 Fair value of financial assets and financial liabilities measured at amortised cost
The carrying amounts of financial assets and financial liabilities measured at amortised cost in the condensed consolidated financial statements approximate their fair values.
5. SEGMENT INFORMATION
Segment information has been prepared in a manner consistent with the information which is regularly reviewed by the chief operating decision maker and used for the purposes of assessing performance and allocating resources between segments.
Principal activities of the three reportable segments are as follows:
Cargo handling | - Provision of container handling and non-containerised cargo handling | |
Sales | - | Supply of fuel and sales of materials |
Other port ancillary services | - | Tugboat services, agency services, tallying and other services |
Inter-segment transactions are carried out at arm's length.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 19
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
5. SEGMENT INFORMATION (continued)
The segment information for the reportable segments is as follows:
Unaudited | |||||
Six months ended 30 June 2020 | |||||
Other port | |||||
Cargo | ancillary | ||||
handling | Sales | services | Total | ||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||
Total segment revenue | 3,194,080 | 2,210,162 | 1,191,253 | 6,595,495 | |
Inter-segment revenue | - | (81,788) | (190,259) | (272,047) | |
Revenue from external customers | 3,194,080 | 2,128,374 | 1,000,994 | 6,323,448 | |
Segment results | 1,083,629 | 2,385 | 382,175 | 1,468,189 | |
(2,646) | |||||
Business tax and surcharge | |||||
Other income and gains | 122,364 | ||||
Administrative expenses | (678,414) | ||||
Net impairment losses on financial assets | (4,466) | ||||
Other operating expenses | (39,740) | ||||
Finance costs | (291,078) | ||||
Share of net profit of associates and | |||||
joint ventures accounted for using | |||||
the equity method | 231,494 | ||||
Profit before income tax | 805,703 | ||||
Unaudited | |||||
Six months ended 30 June 2019 (restated) | |||||
Other port | |||||
Cargo | ancillary | ||||
handling | Sales | services | Total | ||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||
Total segment revenue | 3,147,366 | 2,943,718 | 1,280,685 | 7,371,769 | |
Inter-segment revenue | - | (93,584) | (192,645) | (286,229) | |
Revenue from external customers | 3,147,366 | 2,850,134 | 1,088,040 | 7,085,540 | |
Segment results | 1,029,454 | 19,315 | 400,292 | 1,449,061 | |
Business tax and surcharge | (5,610) | ||||
Other income and gains | 227,828 | ||||
Administrative expenses | (703,185) | ||||
Net impairment losses on financial assets | (3,518) | ||||
Loss of assets | (45,128) | ||||
Other operating expenses | (18,715) | ||||
Finance costs | (338,637) | ||||
Share of net profit of associates and | |||||
joint ventures accounted for using | |||||
the equity method | 266,354 | ||||
Profit before income tax | 828,450 | ||||
20 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
6. OTHER INCOME AND GAINS
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
Interest income | |||
from deposits | 81,394 | 115,200 | |
from loan to a joint venture | 2,351 | 2,855 | |
Dividend income from financial assets at FVOCI | 10,032 | 12,242 | |
Government grants | 14,011 | 3,742 | |
Remeasurement gain on investment in an associate | |||
accounted for using the equity method (Note 19) | - | 81,581 | |
Others | 14,576 | 12,208 | |
122,364 | 227,828 | ||
7. FINANCE COSTS | ||||
Unaudited | ||||
Six months ended 30 June | ||||
2020 | 2019 | |||
HK$'000 | HK$'000 | |||
Interest expenses on borrowings | 281,204 | 320,123 | ||
Less: Amount capitalised in construction in progress | (9,627) | (6,957) | ||
271,577 | 313,166 | |||
Interest expenses on lease liabilities | 19,501 | 25,471 | ||
291,078 | 338,637 | |||
8. INCOME TAX
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
PRC income tax | |||
Current | 204,286 | 199,320 | |
Deferred | 5,054 | 7,561 | |
209,340 | 206,881 | ||
No provision for Hong Kong profits tax has been made as the Group has no estimated assessable profits arising in or derived from Hong Kong for the period (2019: nil).
PRC income tax has been provided based on the estimated assessable profits for the period at the prevailing income tax rates applicable to the subsidiaries located in the PRC.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 21
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
9. PROFIT FOR THE PERIOD
Profit for the period has been arrived at after charging the following items:
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
Costs of goods sold | 2,087,357 | 2,799,000 | |
Depreciation of property, plant and equipment | 541,098 | 491,246 | |
Depreciation of right-of-use assets | 172,584 | 184,014 | |
Amortisation of intangible assets | 9,610 | 8,415 | |
Exchange loss, net | 36,485 | 16,675 | |
10. DIVIDEND
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
2018 final dividend of HK2.79 cents per ordinary share | - | 171,808 | |
At the meeting held on 29 May 2020, the Board recommended the payment of a final dividend of HK2.52 cents per ordinary share for the year ended 31 December 2019. The 2019 final dividend was approved at the annual general meeting of the Company held on 9 July 2020 and the aggregate amount of the 2019 final dividend was approximately HK$155,182,000. These condensed consolidated financial statements do not reflect this dividend payable.
The Board resolved not to pay an interim dividend for the six months ended 30 June 2020 (2019: nil).
11. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share is based on the following data:
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
(restated) | |||
Earnings | |||
Profit attributable to equity holders of the Company | |||
for calculating basic and diluted earnings per share | 219,770 | 273,274 | |
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
'000 | '000 | ||
Number of shares | |||
Weighted average number of ordinary shares | |||
for calculating basic and dilutive earnings per share | 6,158,000 | 6,158,000 | |
In both periods, the computation of diluted earnings per share did not assume the exercise of the Company's outstanding share options as the exercise prices of the share options were higher than the average market price of the Company's shares.
22 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
12. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2020, additions to the Group's property, plant and equipment amounted to approximately HK$223 million (six months ended 30 June 2019: HK$334 million).
13. RIGHT-OF-USE ASSETS
During the six months ended 30 June 2020, additions to the Group's right-of-use assets amounted to approximately HK$29 million (six months ended 30 June 2019: HK$13 million).
14. TRADE AND OTHER RECEIVABLES AND NOTES RECEIVABLES
In general, the Group grants a credit period of about 30 to 180 days to its customers. The ageing analysis of trade receivables (net of provision for impairment) based on the invoice date is as follows:
Unaudited | Audited | |
30 June | 31 December | |
2020 | 2019 | |
HK$'000 | HK$'000 | |
0 - 90 days | 1,424,667 | 1,741,719 |
91 - 180 days | 162,666 | 100,198 |
Over 180 days | 157,326 | 52,497 |
1,744,659 | 1,894,414 | |
As at 30 June 2020, total notes receivables amounting to approximately HK$629 million (31 December 2019: HK$586 million) were held by the Group for settlement of trade receivables. Notes receivables mainly included bank acceptance notes with a maturity period of within one year. The Group believes that the measured bank acceptance notes do not expose to significant credit risk and will not cause significant losses due to the bank default. The changes in the fair values of the notes receivables are minimal due to its short-term nature.
As at 30 June 2020, the Group endorsed notes receivables amounting to approximately HK$612 million (31 December 2019: HK$800 million) to suppliers to settle trade and other payables. The majority of endorsed notes receivables had a maturity of within six months at the end of the reporting period. In accordance with the relevant laws in the PRC, holders of notes receivables have a right of recourse against the Group if the issuing parties default payment. In the opinion of the directors of the Company, the Group has transferred substantially all risks and rewards of ownership relating to these endorsed notes receivables, and accordingly derecognised the full carrying amounts of these endorsed notes receivables and the associated trade and other payables.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 23
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
15. SHARE CAPITAL
Number of | Share | |
shares | capital | |
'000 | HK$'000 | |
Ordinary shares of HK$0.10 each | ||
Authorised: | ||
At 1 January 2019, 31 December 2019 and 30 June 2020 | 12,000,000 | 1,200,000 |
Issued and fully paid: | ||
At 1 January 2019, 31 December 2019 and 30 June 2020 | 6,158,000 | 615,800 |
16. OTHER RESERVES
Unaudited | ||||||||
Employee | ||||||||
share-based | ||||||||
Share | Merger | Revaluation | compensation | Exchange | Statutory | |||
premium | reserve | reserve | reserve | reserve | reserves | Others | Total | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
(Note i) | (Note ii) | |||||||
At 1 January 2019 | 10,291,605 | (9,111,447) | 113,225 | 8,702 | 401,854 | 1,601,615 | 398,518 | 3,704,072 |
Other comprehensive income/(loss) | ||||||||
for the period (restated) | - | - | 66,574 | - | (52,806) | - | - | 13,768 |
Deregistration of subsidiaries | - | - | - | - | - | - | (195) | (195) |
Acquisition of additional interest | ||||||||
in a subsidiary | - | - | - | - | - | - | (5,963) | (5,963) |
Lapse of share options | - | - | - | (4,054) | - | - | - | (4,054) |
At 30 June 2019 (restated) | 10,291,605 | (9,111,447) | 179,799 | 4,648 | 349,048 | 1,601,615 | 392,360 | 3,707,628 |
At 1 January 2020 | 10,291,605 | (9,111,447) | 169,975 | 4,648 | 131,532 | 1,698,557 | 414,926 | 3,599,796 |
Other comprehensive loss for | ||||||||
the period | - | - | (28,029) | - | (236,304) | - | - | (264,333) |
Lapse of share options | - | - | - | (2,450) | - | - | - | (2,450) |
At 30 June 2020 | 10,291,605 | (9,111,447) | 141,946 | 2,198 | (104,772) | 1,698,557 | 414,926 | 3,333,013 |
Notes:
- Under the Companies Law of the Cayman Islands, the share premium account is distributable to the shareholders of the Company provided that immediately following the date on which the dividend is proposed to be distributed, the Company will be in a position to pay off its debts as they fall due in the ordinary course of business of the Company.
- In accordance with the PRC laws and regulations, companies established in the PRC are required to transfer at least 10% of their net profit for the year, as determined under the PRC accounting standards, to relevant reserves until the reserve balance reaches 50% of their registered capital. Such reserves can be used to offset accumulated losses, capitalisation into capital and expansion of production.
24 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
17. BORROWINGS
Unaudited | Audited | |
30 June | 31 December | |
2020 | 2019 | |
HK$'000 | HK$'000 | |
Unsecured borrowings: | ||
Non-current | ||
Long-term borrowings | 6,232,562 | 8,995,525 |
Current | ||
Short-term borrowings | 1,195,259 | 1,188,826 |
Current portion of long-term borrowings | 4,280,689 | 3,248,651 |
5,475,948 | 4,437,477 | |
11,708,510 | 13,433,002 | |
Repayable: | ||
Within 1 year | 5,475,948 | 4,437,477 |
Between 1 and 2 years | 1,375,654 | 4,075,739 |
Between 2 and 5 years | 2,779,854 | 3,234,492 |
Over 5 years | 2,077,054 | 1,685,294 |
11,708,510 | 13,433,002 | |
Carrying amounts are denominated in the following currencies: | ||
Renminbi | 9,513,606 | 10,341,398 |
HK dollars | 2,194,904 | 3,091,604 |
11,708,510 | 13,433,002 | |
Effective interest rates per annum: | ||
Renminbi | 2.9% - 4.9% | 2.9% - 4.9% |
HK dollars | 1.7% - 1.8% | 3.9% - 4.0% |
18. TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES
The ageing analysis of trade and notes payables based on the invoice date is as follows:
Unaudited | Audited | |
30 June | 31 December | |
2020 | 2019 | |
HK$'000 | HK$'000 | |
0 - 90 days | 1,038,054 | 1,444,764 |
91 - 180 days | 318,981 | 116,703 |
181 - 365 days | 204,213 | 78,192 |
Over 365 days | 65,555 | 57,292 |
1,626,803 | 1,696,951 | |
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 25
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
19. ACQUISITION OF A SUBSIDIARY
For the six months ended 30 June 2019
On 17 April 2019, Tianjin Port Holdings Co., Ltd. ("Tianjin Port Co"), a subsidiary of the Group, entered into an agreement with other shareholders of Tianjin Five Continents International Container Terminal Co., Ltd. ("Tianjin Five Continents"), an associate of the Group (in which the Group held 40% equity interest prior to the acquisition), to acquire 11.854% equity interest in Tianjin Five Continents. Following the completion of the acquisition, the Group held 51.854% equity interest in Tianjin Five Continents which became a subsidiary of the Group. Tianjin Five Continents was principally engaged in container handling and other port ancillary services. The acquisition was completed by the end of June 2019.
The fair values of identifiable assets and liabilities of Tianjin Five Continents acquired as at the date of acquisition were as follows:
HK$'000 | |
Property, plant and equipment | 1,969,143 |
Right-of-use assets | 215,497 |
Intangible assets | 6,069 |
Inventories | 12,275 |
Trade and other receivables and notes receivables | 91,998 |
Cash and cash equivalents | 96,336 |
Trade and other payables and contract liabilities | (229,763) |
Current income tax liabilities | (10,317) |
Borrowings | (501,307) |
Net assets acquired | 1,649,931 |
Less: Non-controlling interests | (794,376) |
855,555 | |
Satisfied by: | |
Fair value of 40% equity interest in Tianjin Five Continents | 659,972 |
Cash consideration | 195,583 |
855,555 | |
Fair value of 40% equity interest in Tianjin Five Continents | 659,972 |
Less: Investment in an associate accounted for using the equity method | (578,391) |
Remeasurement gain on investment in an associate accounted for using | |
the equity method (Note 6) | 81,581 |
Cash consideration | 195,583 |
Less: Cash consideration payable | (195,583) |
Cash consideration paid | - |
Cash and cash equivalents acquired | 96,336 |
Net cash inflow arising on acquisition | 96,336 |
26 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
20. CAPITAL COMMITMENTS
Unaudited | Audited | |
30 June | 31 December | |
2020 | 2019 | |
HK$'000 | HK$'000 | |
Contracted but not provided for | ||
Property, plant and equipment | 577,974 | 393,064 |
Investment in an associate (Note) | 560,920 | 571,940 |
Authorised but not contracted for | ||
Property, plant and equipment | 1,271,255 | 1,837,544 |
Note:
On 23 July 2020, Tianjin Port Co entered into an agreement with the other shareholder of Shenhua Tianjin Coal Terminal Co., Ltd. ("Shenhua Tianjin", an associate of the Group) to terminate the capital injection and not to contribute the unpaid capital to Shenhua Tianjin. Upon termination of the capital injection, the percentage shareholding interest of Tianjin Port Co in Shenhua Tianjin remains unchanged at 45% and Shenhua Tianjin continues to be accounted for as an associate of the Group.
21. SIGNIFICANT RELATED PARTY TRANSACTIONS
The followings are the significant related party transactions entered into between the Group and its related parties in the normal course of business and on normal commercial terms:
Transactions with related parties of the Group
Unaudited | |||
Six months ended 30 June | |||
2020 | 2019 | ||
HK$'000 | HK$'000 | ||
With Tianjin Port (Group) Co., Ltd. ("Tianjin Port Group") and its | |||
subsidiaries, associates and joint ventures | |||
Sales of goods and services | 25,187 | 29,607 | |
Purchases of goods and services | 290,800 | 283,371 | |
Payments for rental of land, property, plant and equipment (Note) | 87,297 | 103,898 | |
Acquisition of property, plant and equipment | 18,637 | 90,006 | |
With associates | |||
Sales of goods and services | 25,229 | 72,247 | |
Purchases of goods and services | 349,324 | 330,731 | |
Income from rental of property, plant and equipment | 7,127 | 159 | |
Payments for rental of property, plant and equipment (Note) | 5,751 | 6,817 | |
Interest income | 32,838 | 17,076 | |
Interest expenses on borrowings | 87,437 | 90,335 | |
With joint ventures | |||
Sales of goods and services | 36,669 | 41,277 | |
Purchases of goods and services | 59,276 | 44,526 | |
Interest income | 2,351 | 2,855 | |
Note: Payments for rental represent rental paid or payable in respect of leases of land, property, plant and equipment.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 27
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
21. SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)
Balances with related parties of the Group
Unaudited | Audited | |
30 June | 31 December | |
2020 | 2019 | |
HK$'000 | HK$'000 | |
With Tianjin Port Group and its subsidiaries, associates and joint ventures | ||
Trade and other receivables and notes receivables (Note i) | 47,324 | 44,653 |
Trade and other payables and contract liabilities (Note i) | 235,324 | 220,752 |
Lease payables (Note iv) | 92,532 | 85,933 |
With associates | ||
Trade and other receivables and notes receivables (Note i) | 224 | 123 |
Trade and other payables and contract liabilities (Note i) | 79,612 | 93,267 |
Deposits (Note ii) | 3,727,879 | 3,966,175 |
Borrowings (Note iii) | 3,741,099 | 4,056,006 |
With joint ventures | ||
Trade and other receivables and notes receivables (Note i) | 28,008 | 20,639 |
Trade and other payables and contract liabilities (Note i) | 4,677 | 7,729 |
Loan to a joint venture (Note v) | 141,030 | 141,703 |
Notes:
- Trade and other receivables and notes receivables, and trade and other payables and contract liabilities are unsecured, interest-free and due within 1 year.
- Deposits placed with Tianjin Port Finance Co., Ltd. ("Tianjin Port Finance"), a 48% owned associate of the Group, carry interests at prevailing market rates. Tianjin Port Finance is a non-bank financial institution with limited liability established under PRC law. The business activities of Tianjin Port Finance are regulated and supervised by the People's Bank of China and the China Banking and Insurance Regulatory Commission.
- As at 30 June 2020, borrowings from Tianjin Port Finance amounted to HK$3,741,099,000 (31 December 2019: HK$4,056,006,000), in
which HK$3,250,350,000 (31 December 2019: HK$3,537,475,000) are repayable within 5 years and the remaining HK$490,749,000 (31
December 2019: HK$518,531,000) are repayable over 5 years. Borrowings from Tianjin Port Finance are unsecured and bear interests at
market rates ranging from 4.3% to 4.9% (31 December 2019: 3.9% to 4.9%) per annum. - Lease payables are included in lease liabilities.
- Loan to a joint venture is unsecured, interest bearing at London Inter-Bank Offered Rate plus 1.5% per annum and repayable in 2020.
Transactions and balances with other state-owned entities in the PRC
The Group operates in an economic environment currently predominated by enterprises directly or indirectly owned or controlled by the PRC government (collectively referred to as "state-owned entities"). The directors of the Company consider those state-owned entities are independent third parties, so far as the Group's business transactions with them are concerned.
The Company's ultimate holding company, Tianjin Port Group, is a state-owned entity whilst most of the associates and joint ventures of the Group are also owned or controlled by the PRC government, the transactions and balances of which are disclosed above.
In addition to those disclosed above, as at 30 June 2020, the majority of the Group's cash and deposits and borrowings held by subsidiaries in the PRC are with state-owned banks and financial institutions.
In accordance with HKAS 24 (Revised), certain transactions with other state-owned entities in the PRC, which are individually or collectively not significant, are exempted from disclosure. The Group is of the opinion that it has provided, in the best of its knowledge, adequate and appropriate disclosure of significant related party transactions in the condensed consolidated financial statements.
28 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
22. RESTATEMENTS DUE TO SUSPECTED EMBEZZLEMENT OF FUNDS
As disclosed in the announcements of the Company dated 12 February 2020, 24 March 2020 and 20 May 2020, and the Group's consolidated financial statements for the year ended 31 December 2019, the Group had identified that a finance officer of Tianjin Port Coke Terminals Co., Ltd. (a subsidiary of the Group) was suspected to have embezzled funds of the aforesaid subsidiary totalling approximately RMB153.9 million (equivalent to approximately HK$171.8 million as at 31 December 2019) during the financial years ended 31 December 2016 to 2019. As a result, the Group had suffered from loss of cash and cash equivalents in the respective periods.
The effects of the restatements on the Group's condensed consolidated income statement for the six months ended 30 June 2019 are summarised as follows:
Six months | Six months | ||
ended 30 June | ended 30 June | ||
2019 | Restatements | 2019 | |
HK$'000 | HK$'000 | HK$'000 | |
(restated) | |||
Condensed consolidated income statement (extract) | |||
Loss of assets | - | (45,128) | (45,128) |
Profit for the period | 666,697 | (45,128) | 621,569 |
Profit attributable to: | |||
Equity holders of the Company | 298,911 | (25,637) | 273,274 |
Non-controlling interests | 367,786 | (19,491) | 348,295 |
666,697 | (45,128) | 621,569 | |
Earnings per share | |||
Basic (HK cents) | 4.9 | (0.5) | 4.4 |
Diluted (HK cents) | 4.9 | (0.5) | 4.4 |
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 29
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 June 2020
22. RESTATEMENTS DUE TO SUSPECTED EMBEZZLEMENT OF FUNDS (continued)
The effects of the restatements on the Group's condensed consolidated statement of comprehensive income for the six months ended 30 June 2019 are summarised as follows:
Six months | Six months | ||
ended 30 June | ended 30 June | ||
2019 | Restatements | 2019 | |
HK$'000 | HK$'000 | HK$'000 | |
(restated) | |||
Condensed consolidated statement of comprehensive | |||
income (extract) | |||
Profit for the period | 666,697 | (45,128) | 621,569 |
Other comprehensive loss | |||
Currency translation differences | (114,365) | 1,185 | (113,180) |
Other comprehensive income for the period, net of tax | 81,305 | 1,185 | 82,490 |
Total comprehensive income for the period | 748,002 | (43,943) | 704,059 |
Total comprehensive income attributable to: | |||
Equity holders of the Company | 312,006 | (24,964) | 287,042 |
Non-controlling interests | 435,996 | (18,979) | 417,017 |
748,002 | (43,943) | 704,059 | |
The effects of the restatements on the Group's condensed consolidated statement of cash flows for the six months ended 30 June 2019 are summarised as follows:
Six months | Six months | ||
ended 30 June | ended 30 June | ||
2019 | Restatements | 2019 | |
HK$'000 | HK$'000 | HK$'000 | |
(restated) | |||
Condensed consolidated statement of cash flows (extract) | |||
Net cash generated from operating activities | 1,571,761 | (45,128) | 1,526,633 |
Net increase in cash and cash equivalents | 424,053 | (45,128) | 378,925 |
Cash and cash equivalents at 1 January | 9,868,107 | (98,151) | 9,769,956 |
Effects of exchange rate changes | (58,387) | 1,185 | (57,202) |
Cash and cash equivalents at 30 June | 10,233,773 | (142,094) | 10,091,679 |
23. IMPACT OF COVID-19 PANDEMIC
The outbreak of the COVID-19 and the subsequent quarantine measures as well as the travel restrictions imposed by many countries have had negative impacts on the global economy and business environment, and may directly and indirectly affect the operations of the Group. In response to the COVID-19 pandemic, the Group has implemented a range of preventive measures and the operation remained stable.
30 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
OTHER INFORMATION
REVIEW OF INTERIM RESULTS
The unaudited condensed consolidated financial statements for the six months ended 30 June 2020 have been reviewed by the independent auditor of the Company in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. The audit committee of the Company has reviewed the interim report for the six months ended 30 June 2020.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The Company has complied with all code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules throughout the six months ended 30 June 2020.
DIRECTORS' SECURITIES TRANSACTIONS
The Company has adopted the Model Code as its code of conduct regarding securities transactions by the Directors. Having made specific enquiry with the Directors, all Directors confirmed that they have complied with the Model Code at all applicable times throughout the six months ended 30 June 2020.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 June 2020.
CONTINUING DISCLOSURE PURSUANT TO RULE 13.21 OF THE LISTING RULES
On 31 May 2018, Tianjin Port Development Finance Limited, a wholly-owned subsidiary of the Company, as borrower (the "Borrower") and the Company as guarantor entered into a facility agreement with a financial institution as lender for a term loan facility in an aggregate amount of HK$300,000,000. The loan facility is unsecured, interest bearing and repayable in full on the date falling 36 months from the date of the facility agreement.
On 31 May 2018, the Borrower and the Company as guarantor entered into a facility agreement with a financial institution as lender for a term loan facility in an aggregate amount of HK$700,000,000. The loan facility is unsecured, interest bearing and repayable in full on the date falling 36 months from the date of the facility agreement.
On 31 May 2018, the Borrower and the Company as guarantor entered into a facility agreement with several financial institutions as lenders for a term loan facility in an aggregate amount of HK$1,200,000,000. The loan facility is unsecured, interest bearing and repayable in full on the date falling 36 months from the date of the facility agreement.
Each of the above facility agreements includes a condition imposing specific performance obligations on Tianjin Port Group, the Company's controlling shareholder. If Tianjin Port Group, together with its subsidiaries, ceases to (1) have the single largest shareholding interest in the Company in aggregate, or (2) hold no less than 35% (directly or indirectly) of the shareholding interest in the Company in aggregate, the relevant financial institutions may demand immediate repayment of the loan facilities. As at 30 June 2020, the aggregate balance of the loan facilities subject to the above obligations was HK$2,200 million.
On 5 June 2018, the Borrower and the Company as guarantor entered into a facility letter with a financial institution as lender for an uncommitted revolving loan facility of up to HK$100,000,000. The loan facility is unsecured, interest bearing and subject to annual review by the lender. Pursuant to the facility letter, the Borrower and the Company undertake that Tianjin Port Group, together with its subsidiaries, shall (1) have the single largest shareholding interest in the Company in aggregate, and (2) hold no less than 35% (directly or indirectly) of the shareholding interest in the Company in aggregate. Any breach of the undertaking may result in the relevant financial institution exercising its right to demand repayment.
The above specific performance obligations and undertaking continue to exist as at the date of this report.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 31
OTHER INFORMATION
UPDATES ON DIRECTORS' INFORMATION PURSUANT TO RULE 13.51B(1) OF THE LISTING RULES
The changes in the Directors' information since the date of the 2019 annual report of the Company pursuant to Rule 13.51B(1) of the Listing Rules are set out below:
SHI Jing, an executive Director, resigned as a director of 天津津聯投資控股有限公司 (Tianjin Tsinlien Investment Holdings Co., Ltd.*), a controlling shareholder of Tianjin Development Holdings Limited, with effect from 5 August 2020.
Japhet Sebastian LAW, an independent non-executive Director, retired as an independent non-executive director of Beijing Capital International Airport Co., Ltd. (Stock Code: 00694), a company whose shares are listed on the Main Board of the Stock Exchange, and was appointed as an independent supervisor of this company with effect from 23 June 2020.
SHARE OPTION SCHEME
By a written resolution passed by the sole shareholder of the Company on 26 April 2006, the Share Option Scheme was adopted by the Company. The Share Option Scheme was effective for a period of 10 years and expired on 25 April 2016. All outstanding share options granted under the Share Option Scheme will continue to be valid and exercisable in accordance with the provisions of the Share Option Scheme.
Movements of the outstanding share options under the Share Option Scheme during the six months ended 30 June 2020 were as follows:
Number of share options | |||||||
Date of | Exercise | As at | As at | ||||
grant | price | 01/01/2020 | Exercised | Lapsed | 30/06/2020 | Exercise period | |
HK$ | |||||||
Directors | |||||||
LI Quanyong (Note) | 08/04/2010 | 2.34 | 2,100,000 | - | (2,100,000) | - | 08/10/2010 - 07/04/2020 |
28/06/2012 | 0.896 | 1,050,000 | - | (1,050,000) | - | 28/12/2012 - 27/06/2022 | |
SHI Jing | 16/09/2014 | 1.514 | 1,100,000 | - | - | 1,100,000 | 16/03/2015 - 15/09/2024 |
Japhet Sebastian LAW | 28/06/2012 | 0.896 | 150,000 | - | - | 150,000 | 28/12/2012 - 27/06/2022 |
CHENG Chi Pang, Leslie | 28/06/2012 | 0.896 | 150,000 | - | - | 150,000 | 28/12/2012 - 27/06/2022 |
ZHANG Weidong | 28/06/2012 | 0.896 | 450,000 | - | - | 450,000 | 28/12/2012 - 27/06/2022 |
Employees | 29/04/2011 | 1.828 | 700,000 | - | - | 700,000 | 29/10/2011 - 28/04/2021 |
28/06/2012 | 0.896 | 1,400,000 | - | - | 1,400,000 | 28/12/2012 - 27/06/2022 | |
Total | 7,100,000 | - | (3,150,000) | 3,950,000 | |||
Note: LI Quanyong resigned as an executive Director on 7 February 2020.
32 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
OTHER INFORMATION
DIRECTORS' RIGHT TO ACQUIRE SHARES OR DEBENTURES
Other than the Share Option Scheme, during the six months ended 30 June 2020 or at the end of the period, the Company or any of its subsidiaries, its fellow subsidiaries or its holding companies was not a party to any arrangements to enable the Directors or any of their spouses or children under the age of 18 to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
DIRECTORS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 June 2020, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code, were as follows:
Percentage of | |||||
Number of | issued share | ||||
Number of | underlying | capital of | |||
Name of Director | Capacity | Shares | shares | the Company | |
(Note) | |||||
SHI Jing | Beneficial owner | - | 1,100,000 | (L) | 0.02% |
Japhet Sebastian LAW | Beneficial owner | 2,700,000 (L) | 150,000 | (L) | 0.05% |
CHENG Chi Pang, Leslie | Beneficial owner | - | 150,000 | (L) | 0.00% |
ZHANG Weidong | Beneficial owner | - | 450,000 | (L) | 0.01% |
- denotes a long position
Note: The interests in underlying shares of unlisted equity derivatives of the Company represented interests in share options granted to the Directors to subscribe for the Shares, further details of which are set out in the section headed "Share Option Scheme" above.
Save as disclosed above, as at 30 June 2020, none of the Directors or chief executive of the Company or their respective associates had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 33
OTHER INFORMATION
INTERESTS OF SHAREHOLDERS DISCLOSEABLE UNDER THE SFO
As at 30 June 2020, the following persons, other than the Directors or chief executive of the Company, had interests and short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO:
Percentage of | |||
Number of | issued share | ||
Shares | capital of | ||
Name of Shareholder | Capacity | interested | the Company |
(Note 1) | |||
Tianjin Port Overseas Holding Limited | Beneficial owner | 3,294,530,000 (L) | 53.5% |
(Note 2) | |||
Tianjin Port Group (Note 2) | Interest of a controlled corporation | 3,294,530,000 (L) | 53.5% |
Leadport Holdings Limited (Note 3) | Beneficial owner | 1,293,030,000 (L) | 21.0% |
Tianjin Development Holdings Limited | Interest of controlled corporations | 1,293,180,000 (L) | 21.0% |
("Tianjin Development") (Note 3) | |||
Tsinlien Group Company Limited | Interest of controlled corporations | 1,303,010,000 (L) | 21.2% |
("Tsinlien") (Note 4) | Beneficial owner | 35,976 (L) | 0.0% |
天津渤海國有資產經營管理有限公司 | Interest of controlled corporations | 1,303,045,976 (L) | 21.2% |
(Tianjin Bohai State-owned Assets | |||
Management Co., Ltd.*) ("Bohai") | |||
(Note 4) | |||
天津津聯投資控股有限公司 | Interest of controlled corporations | 1,303,045,976 (L) | 21.2% |
(Tianjin Tsinlien Investment Holdings | |||
Co., Ltd.*) ("Tsinlien Investment | |||
Holdings") (Note 4) | |||
- denotes a long position
Notes:
- According to Section 336 of the SFO, when the shareholdings of the Shareholders in the Company change, it is not necessary for the Shareholders to notify the Company and the Stock Exchange unless certain criteria are fulfilled. Therefore, the latest shareholdings of the Shareholders may be different from the shareholdings filed with the Stock Exchange.
- By virtue of the SFO, Tianjin Port Group is deemed to be interested in all the Shares held by Tianjin Port Overseas Holding Limited, a wholly- owned subsidiary of Tianjin Port Group.
- By virtue of the SFO, Tianjin Development is deemed to be interested in all the Shares held by Leadport Holdings Limited, a wholly-owned subsidiary of Tianjin Development.
- Tianjin Development is a subsidiary of Tianjin Investment Holdings Limited which in turn is a wholly-owned subsidiary of Tsinlien. As at 30 June 2020, Tianjin Investment Holdings Limited and Tsinlien Investment Limited, a wholly-owned subsidiary of Tsinlien, were beneficially interested in 6,820,000 Shares and 3,010,000 Shares respectively, representing an aggregate of approximately 0.2% of the issued share capital of the Company. Tsinlien is a wholly-owned subsidiary of Bohai, which in turn is a wholly-owned subsidiary of Tsinlien Investment Holdings. By virtue of the SFO, Tsinlien, Bohai and Tsinlien Investment Holdings are deemed to be interested in all the Shares held by each of Tianjin Development, Tianjin Investment Holdings Limited and Tsinlien Investment Limited.
Save as disclosed above, as at 30 June 2020, there are no other persons, other than the Directors or chief executive of the Company, who had interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO.
34 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
FINANCIAL SUMMARY
For the six months | ||||||||||||||||
For the year ended 31 December | ended 30 June | |||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2019 | 2020 | ||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||
(restated) | ||||||||||||||||
Consolidated Income Statement | ||||||||||||||||
Revenue | 20,541,760 | 16,456,982 | 16,621,811 | 15,871,075 | 15,077,403 | 7,085,540 | 6,323,448 | |||||||||
Business tax and surcharge | (65,583) | (39,105) | (18,318) | (14,800) | (10,452) | (5,610) | (2,646) | |||||||||
Cost of sales | (15,817,854) (11,848,641) (12,961,777) (12,675,629) (11,843,819) | (5,636,479) | (4,855,259) | |||||||||||||
Gross profit | 4,658,323 | 4,569,236 | 3,641,716 | 3,180,646 | 3,223,132 | 1,443,451 | 1,465,543 | |||||||||
Other income and gains | 324,539 | 226,382 | 516,882 | 372,925 | 395,733 | 227,828 | 122,364 | |||||||||
Administrative expenses | (2,068,313) | (1,979,661) | (1,912,589) | (1,804,583) | (1,674,496) | (703,185) | (678,414) | |||||||||
Net impairment gains/losses on | ||||||||||||||||
financial assets, loss of assets | ||||||||||||||||
and other operating expenses | (336,423) | (325,582) | (71,165) | (353,778) | (199,005) | (67,361) | (44,206) | |||||||||
Operating profit | 2,578,126 | 2,490,375 | 2,174,844 | 1,395,210 | 1,745,364 | 900,733 | 865,287 | |||||||||
Finance costs | (611,479) | (584,608) | (571,887) | (616,065) | (657,187) | (338,637) | (291,078) | |||||||||
Share of net profit of associates | ||||||||||||||||
and joint ventures accounted | ||||||||||||||||
for using the equity method | 527,502 | 448,108 | 502,577 | 448,394 | 427,960 | 266,354 | 231,494 | |||||||||
Profit before income tax | 2,494,149 | 2,353,875 | 2,105,534 | 1,227,539 | 1,516,137 | 828,450 | 805,703 | |||||||||
Income tax | (632,142) | (571,717) | (471,273) | (263,324) | (410,633) | (206,881) | (209,340) | |||||||||
Profit for the year/period | 1,862,007 | 1,782,158 | 1,634,261 | 964,215 | 1,105,504 | 621,569 | 596,363 | |||||||||
Profit attributable to: | ||||||||||||||||
Equity holders of the Company | 639,387 | 527,431 | 763,000 | 387,745 | 388,491 | 273,274 | 219,770 | |||||||||
Non-controlling interests | 1,222,620 | 1,254,727 | 871,261 | 576,470 | 717,013 | 348,295 | 376,593 | |||||||||
1,862,007 | 1,782,158 | 1,634,261 | 964,215 | 1,105,504 | 621,569 | 596,363 | ||||||||||
As at 31 December | As at 30 June | |||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||
Consolidated Statement of | ||||||||||||||||
Financial Position | ||||||||||||||||
Land use rights | 5,759,693 | 5,686,092 | 6,334,061 | 5,897,291 | - | - | ||||||||||
Property, plant and equipment | 20,493,102 | 18,960,072 | 19,834,777 | 18,803,723 | 20,351,560 | 19,631,549 | ||||||||||
Right-of-use assets | - | - | - | - | 6,737,343 | 6,464,113 | ||||||||||
Intangible assets | 48,977 | 65,043 | 69,909 | 60,069 | 68,143 | 68,970 | ||||||||||
Investments accounted for using | ||||||||||||||||
the equity method | 5,603,976 | 5,421,257 | 5,972,997 | 5,524,722 | 4,773,800 | 4,895,836 | ||||||||||
Financial assets at FVOCI | - | - | - | 509,111 | 723,781 | 602,955 | ||||||||||
Available-for-sale financial assets | 565,065 | 518,458 | 958,574 | - | - | - | ||||||||||
Deferred income tax assets | 98,890 | 91,491 | 63,520 | 54,091 | 54,914 | 53,769 | ||||||||||
Other non-current assets | 596,801 | - | - | - | - | - | ||||||||||
Current assets | 13,285,419 | 11,588,951 | 14,186,968 | 14,523,844 | 12,103,737 | 11,261,619 | ||||||||||
Total assets | 46,451,923 | 42,331,364 | 47,420,806 | 45,372,851 | 44,813,278 | 42,978,811 | ||||||||||
Total liabilities | (21,830,331) | (18,220,114) | (20,484,587) | (19,581,570) | (18,309,693) | (16,631,329) | ||||||||||
Non-controlling interests | (13,010,871) | (12,976,770) | (14,226,202) | (13,622,769) | (14,315,361) | (14,203,821) | ||||||||||
Shareholders' equity | 11,610,721 | 11,134,480 | 12,710,017 | 12,168,512 | 12,188,224 | 12,143,661 | ||||||||||
INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED 35
DEFINITIONS
In this report, unless the context requires otherwise, the following expressions shall have the following meanings:
"Board" | the board of Directors of the Company |
"Company" | Tianjin Port Development Holdings Limited |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"Model Code" | the Model Code for Securities Transactions by Directors of Listed Issuers, Appendix 10 to the |
Listing Rules | |
"PRC" or "China" | the People's Republic of China |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
"Share(s)" | ordinary share(s) of HK$0.10 each in the share capital of the Company |
"Share Option Scheme" | the share option scheme of the Company adopted on 26 April 2006 |
"Shareholder(s)" | the holder(s) of the Shares |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Tianjin Port Co" | 天津港股份有限公司 (Tianjin Port Holdings Co., Ltd.*), a limited liability company incorporated |
in the PRC, the shares of which are listed on the Shanghai Stock Exchange (Stock Code: | |
600717), and a non-wholly owned subsidiary of the Group | |
"Tianjin Port Group" | 天津港(集團)有限公司 (Tianjin Port (Group) Co., Ltd.*), a limited liability company incorporated |
in the PRC and the Company's ultimate holding company | |
"U.S." | the United States of America |
"US$" | United States dollars, the lawful currency of the U.S. |
"%" | per cent |
- for identification purposes only
36 INTERIM REPORT 2020 • TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED
CORPORATE INFORMATION
EXECUTIVE DIRECTORS
CHU Bin (Chairman)
LUO Xunjie (Managing Director)△
SUN Bin+
WANG Junzhong
SHI Jing
INDEPENDENT NON-EXECUTIVE DIRECTORS
Japhet Sebastian LAW*+
CHENG Chi Pang, Leslie*△
ZHANG Weidong *+△
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
CHAN Yeuk Kwan, Winnie
AUDITOR
Deloitte Touche Tohmatsu
Registered Public Interest Entity Auditor
PRINCIPAL LEGAL ADVISORS
Woo Kwan Lee & Lo, as to Hong Kong law
Appleby, as to Cayman Islands law
PRINCIPAL BANKERS
Agricultural Bank of China Limited
Bank of China (Hong Kong) Limited
Bank of Communications Co., Ltd. DBS Bank Ltd.
Industrial and Commercial Bank of China (Asia) Limited Nanyang Commercial Bank, Limited
PRINCIPAL SHARE REGISTRAR
Ocorian Trust (Cayman) Limited
P.O. Box 1350, Clifton House
75 Fort Street, Grand Cayman KY1-1108
Cayman Islands
HONG KONG BRANCH SHARE REGISTRAR
Tricor Investor Services Limited
Level 54, Hopewell Centre
183 Queen's Road East, Hong Kong
REGISTERED OFFICE
P.O. Box 1350, Clifton House
75 Fort Street, Grand Cayman KY1-1108
Cayman Islands
HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG
Suite 3904-3907, 39/F., Tower Two
Times Square, 1 Matheson Street
Causeway Bay, Hong Kong
INVESTOR RELATIONS
Email: | ir@tianjinportdev.com |
Tel: | (852) 2847 8888 |
Fax: | (852) 2899 2086 |
WEBSITE
www.tianjinportdev.com
STOCK CODE
Hong Kong Stock Exchange: 03382
- Members of Nomination Committee, ZHANG Weidong is the chairman of the committee
-
Members of Remuneration Committee, Japhet Sebastian LAW is the chairman of the committee
* Members of Audit Committee, CHENG Chi Pang, Leslie is the chairman of the committee
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Tianjin Port Development Holdings Ltd. published this content on 21 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2020 09:39:02 UTC