2010 Interim Report

ZHEJIANG EXPRESSWAY CO., LTD. 2010 Interim Report Leveraging Opportunities, Pursuing Growth 2010 will be a complicated year for China's economy. Given a slowdown on economic growth in the second half, we expect that the Group will be affected in respect of its expressway traffic volume, service areas operation and capital market performance. Faced with the not-so-optimistic situation, the management of the Company will continue to build up its core expressway business while actively seeking and cultivating new business opportunities and new sources of profit growth. It will strive unremittingly to contribute to the Company's sustainable development and bring forth satisfactory results for shareholders. Contents 2010 Interim Results 2 Business Review 3 Financial Analysis 7 Outlook 10 Disclosure of Interests and Other Matters 11 Condensed Consolidated Statement of Comprehensive Income (Unaudited) 14 Condensed Consolidated Statement of Financial Position 15 Condensed Consolidated Statement of Changes in Equity (Unaudited) 17 Condensed Consolidated Cash Flow Statement (Unaudited) 18 Notes to Condensed Consolidated Financial Statements 19 Appendices Corporate Information 28 Corporate Structure of the Group 30 Financial Highlights 31 Location Map of Expressways in Zhejiang Province 32 2010 Interim Results The directors (the "Directors") of Zhejiang Expressway Co., Ltd. (the "Company") announced the unaudited consolidated operating results of the Company and its subsidiaries (collectively the "Group") for the six months ended June 30, 2010 (the "Period"), with the basis of preparation as stated in note 1 to the condensed consolidated financial statements set out below. During the Period, revenue for the Group was Rmb3,130.90 million, representing an increase of 13.1% over the same period in 2009. Profit for the Period attributable to owners of the Company was Rmb855.61 million, representing an increase of 10.8% year-on-year. Earnings per share for the Period was Rmb19.70 cents, representing an increase of 10.8% over the same period in 2009. The Directors have recommended to pay an interim dividend of Rmb6 cents per share, subject to shareholders' approval at the extraordinary general meeting of the Company expected to be held on October 18, 2010. The interim report has not been audited or reviewed by the auditors but has been reviewed by the audit committee of the Company. Business Review Affected by the relatively high comparison basis for the same period in 2009 and the State's macro-economic control measures, the growth pace of China's economy has slowed during the second quarter of the year. However, the economy as a whole kept a sound developing trend in the first half of 2010, with the national GDP increasing by 11.1% as compared to the same period last year. Although the growth pace of the economy of Zhejiang Province also slowed in the second quarter during the Period, the province did keep a positive recovery trend with continuous optimization of its whole economic structure. GDP of Zhejiang Province recorded a year-on-year growth of 13% in the first half of 2010. Benefiting from a sound development momentum of the domestic economy and an increase in automobile sales, traffic volume and toll income on the Group's expressways maintained a satisfactory growth during the first half of the year. Therefore, during the Period, income for the Group recorded a rise of 13.0% compared to the same period last year to Rmb3,227.49 million, of which Rmb1,739.65 million, or 53.9% of total income, was generated from the two major expressways owned and operated by the Group. Rmb799.39 million was generated from toll road-related businesses, which accounted for 24.8% of the total income. Affected by a sharp decline of China's stock market during the Period, income from the securities business dropped slightly compared to the same period last year to Rmb688.45 million, accounting for 21.3% of the total income. During the Period, toll income from toll road operations increased by 11.6% over the same period in 2009, while income from toll road-related businesses increased by 36.1%. A breakdown of the Group's income for the Period is set out below: For the six months ended June 30, 2010 2009 Rmb'000 Rmb'000 % Change Toll income Shanghai-Hangzhou-Ningbo Expressway 1,361,787 1,178,291 15.6% Shangsan Expressway 377,864 380,650 -0.7% Other income Service areas 758,195 545,883 38.9% Advertising 41,166 40,094 2.7% Securities business 688,445 710,811 -3.1% Others 33 1,389 -97.6% Subtotal 3,227,490 2,857,118 13.0% Less: Revenue taxes (96,588) (88,263) 9.4% Revenue 3,130,902 2,768,855 13.1% Business Review TOLL ROAD OPERATIONS During the Period, benefiting from the effective macro-economic control measures, China's economy developed positively toward the expected goal. Domestic demand stimulated domestic automobile sales to increase substantially. At the same time, the widening project of the Shanghai Section of the Shanghai-Hangzhou Expressway was completed in early 2010, and together with the implementation of the toll-by-weight policy, the natural growth of traffic volume on the Group's expressways during the Period was quite significant, with the growth rate of toll income being much steeper than that of traffic volume. On January 1, 2010, construction on the Shanghai Section of the Shanghai-Hangzhou Expressway was completed. Through a series of promotion by the Company, traffic volume on the Group's Shanghai-Hangzhou Expressway resumed in no time to the same level as that before the construction. At the same time, the toll-by-weight policy implemented in mid-April 2010 brought about a notable increase in toll income for the road section. From the first half's operation figures, we are happy to witness that both traffic volume and toll income recorded double-digit increases for the ShanghaiHangzhou-Ningbo Expressway. Despite the advantages brought to the Group's Shangsan Expressway by both sound macro-economic growth and the implementation of the toll-by-weight policy in the first half of the year, the launch of the dual path identification system in mid-October 2009 has offset the traffic volume increase on the Shangsan Expressway, resulting in a slight drop in traffic volume and toll income for the road section during the Period. The average daily traffic volume in full-trip equivalents along the Group's Shanghai-Hangzhou-Ningbo Expressway was 37,933 during the Period, representing an increase of 12.4% year-on-year. The average daily traffic volume in full-trip equivalents along the Shanghai-Hangzhou Section of the Shanghai-Hangzhou-Ningbo Expressway increased by 17.2% year-on-year, and that along the Hangzhou-Ningbo Section increased by 9.2% year-on-year. The average daily traffic volume in full-trip equivalents along the Shangsan Expressway was 18,844 during the Period, representing a decrease of 1.4% year-on-year. Toll income from the Shanghai-Hangzhou-Ningbo Expressway amounted to Rmb1,361.79 million during the Period, representing an increase of 15.6% year-on-year; while toll income from the Shangsan Expressway amounted to Rmb377.86 million during the Period, representing a decrease of 0.7% year-on-year. TOLL ROAD-RELATED BUSINESSES The Company also operates certain toll road-related businesses along its expressways through its subsidiaries and associated companies, including gas stations, restaurants and shops in service areas, as well as roadside advertising and vehicle service businesses. During the Period, with a steady recovery of the domestic economy, traffic volume along the Group's expressways increased significantly. The opening of Shanghai Expo also lifted traffic volume and thus enhanced income for the service areas. Meanwhile, both sales and prices of petroleum products increased substantially, which has in turn boosted the income of the gas station operation. Consequently, income of toll road-related businesses of the Group amounted to Rmb806.48 million during the Period, an increase of 35.6% year-on-year. SECURITIES BUSINESS During the Period, the macro-economy was under structural adjustments, leading to a sharp drop of Shanghai and Shenzhen stock market indices and a decrease in market trading volume. Competition in the brokerage market became intensified, resulting in a reduction on average commission rates. Despite the severe external environment, Zheshang Securities Co., Ltd. ("Zheshang Securities") continued to maintain a smooth operation through active business developments. The market share of its brokerage business continued to be enhanced, as well as its number of clients. In the meantime, Zheshang Securities achieved growth on investment banking, asset management and futures businesses, which to some extent offset the impact on Zheshang Securities caused by intense market competition and share index drop. During the Period, the offering scale of Zheshang Securities' first accumulated asset management plan, "Zheshang Huijin No.1", reached Rmb2.3 billion, boosting the total scale of the asset management business to exceed Rmb3.0 billion. Zheshang Securities set up five new branches in coastal provinces and cities like Fujian and Guangdong, and the number of operating offices was expanded to 46, thereby further enhancing its network deployment. During the Period, the securities business realized an operating income of Rmb688.45 million, representing a decrease of 3.2% year-on-year. Of such income, brokerage commission income amounted to Rmb590.94 million, representing a year-on-year decrease of 9.3%; and bank interest income amounted to Rmb97.51 million, representing a year-on-year increase of 64.1%. Apart from these, the proprietary securities trading business recorded a profit of Rmb51.61 million as accounted for in the income statement (2009 Interim: Rmb27.20 million). LONG-TERM INVESTMENTS Zhejiang Expressway Petroleum Development Co., Ltd. (a 50% owned associate of the Company) ("Petroleum Co") benefited from a recovery of the macro-economy and an increase in petroleum products prices during the Period. It recorded a substantial increase in sales of petroleum products and a revenue of Rmb1,599.90 million, a 37.4% increase year-on-year. In the Period, Petroleum Co achieved a net profit of Rmb11.52 million. Zhejiang Jinhua Yongjin Expressway Co., Ltd. (a 23.45% owned associate of the Company) ("Jinhua Co") operates the 69.7km Jinhua Section of Ningbo-Jinhua Expressway. During the Period, benefiting from a recovery of the domestic economy and the toll income increase brought about by the implementation of the toll-by-weight policy, the average daily traffic volume in full-trip equivalents along the road section was 9,066 vehicles, a 26.1% increase as compared to the same period last year. Toll income was Rmb88.37 million, an increase of 34.9% year-on-year. A loss of Rmb39.93 million was recorded due to Jinhua Co's heavy financial burden, though the loss was gradually decreasing year after year. JoinHands Technology Co., Ltd. (a 27.582% owned associate of the Company) generated its income mainly from its printing operation and property leasing during the Period. Due to a lack of improvement in its operations, the associate company incurred a loss of Rmb1.79 million during the Period. OTHERS On May 20, 2010, the Company entered into an agreement with Zhejiang Communications Investment Group Co., Ltd. ("Communications Investment Group") and Yiwu Communications Development Co., Ltd., pursuant to which the Company agreed to inject a further capital in the amount of Rmb23.45 million, in proportion to its share of capital contributions, into Jinhua Co by cash to alleviate a shortage in project and working capital at Jinhua Co. After the further capital injection by the Company and Communications Investment Group, the registered capital of Jinhua Co increased from Rmb800 million to Rmb900 million and the Company continued to own as to 23.45% in the equity of Jinhua Co. HUMAN RESOURCES There were no significant changes to the Company's overall number of employees, remuneration policies, bonus schemes and training schemes from what have been disclosed in the Company's latest annual report. Financial Analysis The Group adopts a prudent financial policy with an aim to provide shareholders with sound returns over the long-term. During the Period, return on equity was 6.1%, representing an increase of 12.7% over the same period last year. LIQUIDITY AND FINANCIAL RESOURCES As at June 30, 2010, current assets held by the Group amounted to Rmb16,862.03 million in aggregate (December 31, 2009: Rmb17,903.78 million), of which bank balances and cash accounted for 29.5% (December 31, 2009: 29.5%), bank balances held on behalf of customers accounted for 62.5% (December 31, 2009: 64.4%) and held-for-trading investments accounted for 3.7% (December 31, 2009: 2.9%). Current ratio (current assets over current liabilities) as at June 30, 2010 was 1.3 (December 31, 2009: 1.3). Excluding the effect of customer deposits arising from the securities business, the resultant current ratio of the Group (current assets less bank balances held on behalf of customers over current liabilities less accounts payable to customers arising from securities dealing business) of the Group was 2.6 (December 31, 2009: 2.6). As at June 30, As at December 31, 2010 2009 Rmb'000 Rmb'000 Cash and cash equivalent Rmb 4,643,393 5,018,914 US$ in Rmb equivalent 1,486 25,423 HK$ in Rmb equivalent 4,743 4,666 Time deposit Rmb 302,026 228,452 US$ in Rmb equivalent 24,875 -- Held-for-trading investments-Rmb 618,700 517,895 Available-for-sale investments-Rmb 79,286 54,704 Financial assets held under resale agreement-Rmb 100,000 -- Total 5,774,509 5,850,054 Rmb 5,743,405 5,819,965 US$ in Rmb equivalent 26,361 25,423 HK$ in Rmb equivalent 4,743 4,666 The amount for held-for-trading investments of the Group as at June 30, 2010 amounted to Rmb618.70 million (December 31, 2009: Rmb517.90 million), of which 93.0% was invested in corporate bonds, 5.5% was invested in the stock market, while the rest was invested in open-end equity funds. During the Period, net cash inflow generated from the Group's operating activities amounted to Rmb962.12 million. The Directors do not expect the Company to experience any problem with liquidity and financial resources in the foreseeable future. BORROWINGS AND SOLVENCY As at June 30, 2010, total liabilities of the Group amounted to Rmb14,269.46 million (December 31, 2009: Rmb15,337.93 million), of which 11.2% was borrowings and 73.6% was accounts payable to customers arising from securities dealing business. Total interest-bearing borrowings of the Group as at June 30, 2010 amounted to Rmb1,591.51 million, representing a decrease of 1.9% over December 31, 2009. The borrowings comprised outstanding balances of the World Bank loans, denominated in US dollar, of approximately Rmb391.51 million in Renminbi equivalent, loans from domestic commercial banks totaling Rmb200 million; and corporate bonds amounting to Rmb1 billion that was issued by the Company in 2003 for a term of 10 years. Of the interest-bearing borrowings, 69.2% were not repayable within one year. The details of relevant outstanding amounts are as follows: Maturity Profiles Gross Within >1 year-5years Beyond amount 1 year inclusive 5 years Rmb'000 Rmb'000 Rmb'000 Rmb'000 Floating rates World Bank loan 391,510 290,487 101,023 -- Fixed rates Domestic commercial bank loans 200,000 200,000 -- -- Corporate bonds 1,000,000 -- 1,000,000 -- Total as at June 30, 2010 1,591,510 490,487 1,101,023 -- Total as at December 31, 2009 1,622,384 478,055 1,144,329 -- As at June 30, 2010, the Group's loans from domestic commercial banks comprised 1-year short-term loans, with interest rates fixed at 5.31% and 5.25% per annum; the annual coupon rate for corporate bonds was fixed at 4.29%, with interest payable annually. The annual interest rate for accounts payable to customers arising from securities dealing business was fixed at 0.36%, the annual floating rate of the Group's World Bank loans, denominated in US dollar, was 7.54%. Total interest expense for the Period amounted to Rmb47.01 million, while profit before interest and tax amounted to Rmb1,459.25 million. The interest cover ratio (profit before interest and tax over interest expenses) stood at 31.0 (June 30, 2009: 37.4). The asset-liability ratio (total liabilities over total assets) was 45.9% as at June 30, 2010 (December 31, 2009: 47.3%). Excluding the effect of customer deposits arising from the securities business, the resultant asset-liability ratio (total liabilities less accounts payable to customers arising from securities dealing business over total assets less bank balances held on behalf of customers) of the Group was 18.3% (December 31, 2009: 18.4%). CAPITAL STRUCTURE As at June 30, 2010, the Group had Rmb16,790.55 million total equity, Rmb11,703.84 million fixed-rate liabilities, Rmb391.51 million floating-rate liabilities and Rmb2,174.12 million interest-free liabilities, representing 54.1%, 37.7%, 1.2% and 7.0% of the Group's total capital, respectively. The gearing ratio, which was computed by dividing the total liabilities less accounts payable to customers arising from securities dealing business by total equity, was 22.4% as at June 30, 2010 (December 31, 2009: 22.5%). CAPITAL EXPENDITURE COMMITMENTS AND UTILIZATION Capital expenditures of the Group and of the Company for the Period totaled Rmb134.49 million and Rmb32.09 million, respectively, with Rmb51.58 million incurred by the acquisition and construction of properties, Rmb32.97 million incurred by purchase of equipment, Rmb23.45 million for capital injection into Jinhua Co and Rmb24.30 million for a widening project between the Shaoxing-Zhuji hub and the Shaoxing-Jiaxing hub of the Shangsan Expressway. Capital expenditures committed by the Group and by the Company as at June 30, 2010 totaled Rmb314.75 million and Rmb104.15 million, respectively. Amongst the total capital expenditures committed by the Group, Rmb164.42 million will be used on the acquisition and construction of properties, while Rmb95.03 million will be used for the acquisition of equipment, Rmb25.70 million will be used for the widening project between the Shaoxing-Zhuji hub and the Shaoxing-Jiaxing hub of the Shangsan Expressway and Rmb29.60 million will be used by the service area renovation and expansion. The Group will finance its above mentioned capital expenditure commitments mainly with internally generated cash flow, with a preference for debt financing to meet any shortfalls thereof. CONTINGENT LIABILITIES AND PLEDGE OF ASSETS As at June 30, 2010, the Group did not have any contingent liabilities nor any pledge of assets or guarantees. FOREIGN EXCHANGE EXPOSURE Save for the repayment of a World Bank loan of Rmb391.51 million equivalent in US dollars, as well as dividend payments to the holders of H shares in Hong Kong dollars, the Group's principal operations are transacted and booked in Renminbi. Therefore, the Group's exposure to foreign exchange fluctuations is limited and the Group has not used financial instrument for hedging purposes during the Period. Although the Directors do not foresee any material foreign exchange risks for the Group, there is no assurance that foreign exchange risks will not affect the operating results of the Group in the future. Outlook In the first half of this year, China's economy continued to develop steadily according to the direction led by the macroeconomic control measures. Under an improving external environment, fast growth on foreign export and a low comparison basis last year, Zhejiang Province's economy continued to develop positively in the first half of 2010. However, we expect a slowdown on the growth rate of the economy in the second half under vigorous structural adjustment policies carried out by the government. As a result of the slowdown of economic growth, the rapid growth on domestic car ownership will also slow, which in turn will affect the natural traffic growth along the Group's expressways. Although the opening of the Shanghai-Jiaxing-Huzhou-Hangzhou Expressway in early February this year caused little impact on the Group's expressways, the opening of Zhuyong Expressway on July 22, 2010 will bring about negative effect on the traffic volume along the Group's expressways, especially causing significant traffic diversions on the Shangsan Expressway. Introduction of the toll-by-weight policy created a decrease in truck traffic volume for a short period of time, but from existing figures, it already brought a notable increase in toll income. In the second half of this year, through strengthened promotion and measures to attract more empty vans, we expect truck traffic volume to resume to the level before the policy was implemented. During the Period, benefiting from a better economic environment in Zhejiang Province, the Group's toll road-related businesses achieved significant growth. In the second half of the year, the Company will apply various measures, including introducing and refining quality operational projects and intensifying our promotion, to enhance management standards and service quality at the service areas. As China's economy is in the course of transformation, despite the rapid GDP growth in the first half of the year, the stock market will remain sluggish. Although the Group's securities business may be affected by the turbulent A share market in the short run, Zheshang Securities will carry out various measures including further expanding its investment banking business and grouping financing product marketing with the futures agency business, with a view to continuously gaining industry influence and market share. We expect good profit contribution from Zheshang Securities to the Group in the future. 2010 will be a complicated year for China's economy. Given a slowdown on economic growth in the second half, we expect that the Group will be affected in respect of its expressway traffic volume, service areas operation and capital market performance. Faced with the not-so-optimistic situation, the management of the Company will continue to build up its core expressway business while actively seeking and cultivating new business opportunities and new sources of profit growth. It will strive unremittingly to contribute to the Company's sustainable development and bring forth satisfactory results for shareholders. Disclosure of Interests and Other Matters PURCHASE, SALE AND REDEMPTION OF THE COMPANY'S SHARES Neither the Company nor any of its subsidiaries had purchased, sold, redeemed or cancelled any of the Company's shares during the Period. DISCLOSURE OF DIRECTORS', SUPERVISORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES As at June 30, 2010, the interests of the Directors, Supervisors and chief executives in the share capital of the Company's associated corporations (within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the "SFO")), as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers were as follows: Long positions in shares of Zhejiang Expressway Investment Development Co., Ltd. ("Development Co") Percentage of the associated Contribution corporation's of registered Nature registered Name Position capital (Rmb) of interest capital Directly Beneficially Mr. Jiang Wenyao Director 1,980,000 Owned 1.65% Mr. Zhang Jingzhong Director 1,650,000 Same as above 1.38% Mr. Fang Zhexing Supervisor 1,050,000 Same as above 0.88% On August 13, 2010, Mr Jiang Wenyao, Mr Zhang Jingzhong and Mr Fang Zhexing entered into an agreement with the Company for the transfer of their 3.9% equity interest in the Development Co to the Company. Upon the completion of the transaction, they will not hold any further interest in the Development Co or any other affiliated companies. Save as disclosed above, as at June 30, 2010, none of the Directors, Supervisors and chief executives had registered an interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations that was required to be recorded pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers. OTHER INTERESTS DISCLOSEABLE UNDER THE SFO As at June 30, 2010, the following shareholders held 5% or more of the issued share capital of the Company according to the register of interests in shares required to be kept by the Company pursuant to Section 336 of the SFO: Percentage Total interests of the issued in number of share capital ordinary shares of the Company Substantial shareholders Capacity of the Company (domestic shares) Communications Investment Group Beneficial owner 2,432,500,000 83.61% Huajian Beneficial owner 476,760,000 16.39% Percentage Total interests of the issued in number of share capital ordinary shares of the Company Substantial shareholders Capacity of the Company (H shares) JP Morgan Chase & Co. Beneficial owner 189,223,297 (L) 13.20% Investment manager and custodian corporation/ 142,090,750 (P) 9.91% approved lending agent Invesco Investment Manager 130,062,860 (L) 9.07% Blackrock, Inc. Interest of controlled 127,730,170 (L) 8.91% corporations 3,430,009 (S) 0.24% The letter "L" denotes a long position. The Letter "S" denotes a short position. The Letter "P" denotes interest in a lending pool. On December 31, 2009, to further leverage the investment and financing platform of the Company as a listed company in the future, one of the Company's major shareholders, Huajian Transportation Economic Development Centre ("Huajian"), transferred its 476,760,000 shares to the Company's majority shareholder, Communications Investment Group. After the transfer, the total domestic shares of the Company held by Communications Investment Group amounted to 2,909,260,000 shares. Save as disclosed above, as at June 30, 2010, no person had registered an interest or short position in the shares or underlying shares of the Company that was required to be recorded pursuant to Section 336 of the SFO. COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE PRACTICES AND THE MODEL CODE The Company was in compliance with the code provisions in the Code on Corporate Governance Practices set out in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") during the Period. The Company has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") in Appendix 10 to the Listing Rules. The Directors have confirmed their full compliance with the required standard set out in the Model Code and its code of conduct regarding directors' securities transactions during the Period. RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE INTERIM REPORT AND ACCOUNTS The Directors of the Company duly confirm that, to the best of their knowledge: - the condensed consolidated financial statements prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants give a true and fair view of the assets, liabilities, financial position and profit of the Group and the undertakings included in the consolidation taken as a whole; and - the management discussion and analysis included in the interim report includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the Group faces. By order of the Board Zhejiang Expressway Co., Ltd. Chen Jisong Chairman Hangzhou, the PRC, August 29, 2010 Condensed Consolidated Statement of Comprehensive Income (Unaudited) For the six months ended June 30, 2010 2009 Notes Rmb'000 Rmb'000 Revenue 3 3,130,902 2,768,855 Operating costs (1,756,462) (1,392,646) Gross profit 1,374,440 1,376,209 Securities investment gains 51,605 27,204 Other income 4 77,453 62,392 Administrative expenses (30,843) (30,230) Other expenses (7,010) (101,927) Share of losses of associates (6,394) (11,281) Share of profit of a jointly controlled entity -- 13,073 Finance costs (47,007) (35,755) Profit before tax 5 1,412,244 1,299,685 Income tax expenses 6 (362,597) (326,104) Profit for the Period 1,049,647 973,581 Other comprehensive income Available-for-sale financial assets: - Fair values loss during the Period (841) -- - Reclassification adjustments for cumulative gain included in profit or loss upon disposal (23,453) -- Income tax relating to components of other comprehensive income 6,074 -- Other comprehensive loss for the Period (net of tax) (18,220) -- Total comprehensive income for the Period 1,031,427 973,581 Profit for the Period attributable to: Owners of the Company 855,609 772,452 Non-controlling interests 194,038 201,129 1,049,647 973,581 Total comprehensive income for the Period attributable to: Owners of the Company 846,157 772,452 Non-controlling interests 185,270 201,129 1,031,427 973,581 EARNINGS PER SHARE-BASIC 8 19.70 cents 17.79 cents Condensed Consolidated Statement of Financial Position As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Notes Unaudited Audited NON-CURRENT ASSETS Property, plant and equipment 9 1,037,325 1,035,628 Prepaid lease payments 72,534 30,342 Expressway operating rights 12,410,438 12,755,338 Goodwill 86,867 86,867 Other intangible assets 150,757 154,819 Interests in associates 439,063 435,007 Available-for-sale investments 1,000 1,000 14,197,984 14,499,001 CURRENT ASSETS Inventories 21,206 17,342 Trade receivables 10 48,018 50,570 Other receivables 11 481,530 451,167 Prepaid lease payments 2,014 1,421 Available-for-sale investments 79,286 54,704 Held for trading investments 618,700 517,895 Financial assets held under resale agreement 100,000 -- Bank balances held on behalf of customers 10,534,757 11,532,284 Bank balances and cash - Restricted bank balances -- 942 - Time deposits with original maturity over three months 326,901 228,452 - Cash and cash equivalents 4,649,622 5,049,003 16,862,034 17,903,780 CURRENT LIABILITIES Accounts payable to customers arising from securities dealing business 10,503,837 11,502,930 Trade payables 12 657,308 647,373 Tax liabilities 191,498 512,551 Other taxes payable 27,273 30,492 Other payables and accruals 13 598,325 637,665 Dividends payable 328,128 18 Interest-bearing bank and other loans 490,487 478,055 Provisions 14 119,777 122,477 12,916,633 13,931,561 NET CURRENT ASSETS 3,945,401 3,972,219 TOTAL ASSETS LESS CURRENT LIABILITIES 18,143,385 18,471,220 Condensed Consolidated Statement of Financial Position As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Unaudited Audited NON-CURRENT LIABILITIES Interest-bearing bank and other loans 101,023 144,329 Long-term bonds 1,000,000 1,000,000 Deferred tax liabilities 251,808 262,037 1,352,831 1,406,366 16,790,554 17,064,854 CAPITAL AND RESERVES Share capital 4,343,115 4,343,115 Reserves 9,600,883 9,840,505 Equity attributable to owners of the Company 13,943,998 14,183,620 Non-controlling interests 2,846,556 2,881,234 16,790,554 17,064,854 Condensed Consolidated Statement of Changes in Equity (Unaudited) Attributable to owners of the Company Non-controlling Total Investment interests Share Share Statutory revaluation Dividend Retained capital premium reserve reserve reserve profits Total Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 At January 1, 2009 4,343,115 3,645,726 2,116,529 -- 1,042,347 2,535,333 13,683,050 2,614,218 16,297,268 Profit for the Period and total comprehensive income for the Period -- -- -- -- -- 772,452 772,452 201,129 973,581 Dividend paid to non-controlling interests -- -- -- -- -- -- -- (189,002) (189,002) Final dividend -- -- -- -- (1,042,347) -- (1,042,347) -- (1,042,347) Proposed interim dividend -- -- -- -- 260,587 (260,587) -- -- -- At June 30, 2009 4,343,115 3,645,726 2,116,529 -- 260,587 3,047,198 13,413,155 2,626,345 16,039,500 Attributable to owners of the Company Non-controlling Total Investment interests Share Share Statutory revaluation Dividend Retained capital premium reserve reserve reserve profits Total Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 Rmb'000 At January 1, 2010 4,343,115 3,645,726 2,467,011 8,016 1,085,779 2,633,973 14,183,620 2,881,234 17,064,854 Profit for the Period -- -- -- -- -- 855,609 855,609 194,038 1,049,647 Other comprehensive loss for the Period -- -- -- (9,452) -- -- (9,452) (8,768) (18,220) Total comprehensive (loss) income for the Period -- -- -- (9,452) -- 855,609 846,157 185,270 1,031,427 Dividend paid to non-controlling interests -- -- -- -- -- -- -- (219,948) (219,948) Final dividend -- -- -- -- (1,085,779) -- (1,085,779) -- (1,085,779) Proposed interim dividend -- -- -- -- 260,587 (260,587) -- -- -- At June 30, 2010 4,343,115 3,645,726 2,467,011 (1,436) 260,587 3,228,995 13,943,998 2,846,556 16,790,554 Condensed Consolidated Cash Flow Statement (Unaudited) For the six months ended June 30, 2010 2009 Rmb'000 Rmb'000 Net cash from operating activities 962,120 1,131,712 Net cash used in investing activities (355,175) (870,586) Net cash used in financing activities (1,006,326) (1,252,995) Net decrease in cash and cash equivalents (399,381) (991,869) Cash and cash equivalents at beginning of the Period 5,049,003 3,736,945 Cash and cash equivalent at end of the Period 4,649,622 2,745,076 Notes to Condensed Consolidated Financial Statements 1. BASIS OF PREPARATION The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with Hong Kong Accounting Standard 34 ("HKAS 34") "Interim Financial Reporting". 2. PRINCIPAL ACCOUNTING POLICIES The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as appropriate. The accounting policies used in the condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended December 31, 2009 except as described below. During the Period, the Group has applied, for the first time, the following new and revised standards, amendments and interpretations ("new and revised HKFRSs") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). HKFRSs (Amendments) Amendments to HKFRS 5 as part of Improvements to HKFRSs 2008 HKFRSs (Amendments) Improvements to HKFRSs 2009 HKAS 27 (Revised) Consolidated and Separate Financial Statements HKAS 39 (Amendment) Eligible Hedged Items HKFRS 1 (Amendment) Additional Exemptions for First-time Adopters HKFRS 2 (Amendment) Group Cash-settled Share-based Payment Transactions HKFRS 3 (Revised) Business Combinations HK(IFRIC)-Int 17 Distribution of Non-cash Assets to Owners The Group applies HKFRS 3 (Revised) Business Combinations prospectively to business combinations for which the acquisition date is on or after January 1, 2010. The requirements in HKAS 27 (Revised) Consolidated and Separate Financial Statements in relation to accounting for changes in ownership interests in a subsidiary after control is obtained and for loss of control of a subsidiary are also applied prospectively by the Group on or after January 1, 2010. As there was no transaction during the current interim period in which HKFRS 3 (Revised) and HKAS 27 (Revised) are applicable, the application of HKFRS 3 (Revised), HKAS 27 (Revised) and the consequential amendments to other HKFRSs had no effect on the condensed consolidated financial statements of the Group for the current or prior accounting periods. Results of the Group in future periods may be affected by future transactions for which HKFRS 3 (Revised), HKAS 27 (Revised) and the consequential amendments to the other HKFRSs are applicable. The application of the other new and revised HKFRSs had no material effect on the condensed consolidated financial statements of the Group for the current or prior accounting periods. The Group has not early applied the following new and revised standards, amendments or interpretations that have been issued but are not yet effective. HKFRSs (Amendments) Improvements to HKFRSs 2010(1) HKAS 32 (Amendment) Classification of Right Issues(2) HKFRS 1 (Amendment) Limited Exemption from Comparative HKFRS 7 Disclosures for First-time Adopters(3) HKFRS 9 Financial Instruments (relating to the classification and measurement of financial assets)(5) HK(IFRIC)-Int 14 (Amendment) Prepayments of a Minimum Funding Requirement(4) HK(IFRIC)-Int 19 Extinguishing Financial Liabilities with Equity Instruments 3 (1) Effective for annual periods beginning on or after July 1, 2010 or January 1, 2011, as appropriate (2) Effective for annual periods beginning on or after February 1, 2010 (3) Effective for annual periods beginning on or after July 1, 2010 (4) Effective for annual periods beginning on or after January 1, 2011 (5) Effective for annual periods beginning on or after January 1, 2013 HKFRS 9 Financial Instruments introduces new requirements for the classification and measurement of financial assets and will be effective from January 1, 2013, with earlier application permitted. The Standard requires all recognised financial assets that are within the scope of HKAS 39 Financial Instruments: Recognition and Measurement to be measured at either amortised cost or fair value. Specifically, debt investments that (i) are held within a business model whose objective is to collect the contractual cash flows and (ii) have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost. All other debt investments and equity investments are measured at fair value. The application of HKFRS 9 might affect the classification and measurement of the Group's financial assets. The directors of the Company anticipate that the application of the other new and revised standards, amendments or interpretations will have no material impact on the results and the financial position of the Group. 3. SEGMENT INFORMATION Comparing to the same period last year, there were no changes in the reportable segments of the Group during the Period. Segment revenue and results The following is an analysis of the Group's revenue and results by reportable segment. For the Period ended June 30, 2010 Service area Toll and advertising Securities operation business operation Total Rmb'000 Rmb'000 Rmb'000 Rmb'000 Segment revenue from external customers 1,684,074 791,969 654,859 3,130,902 Segment profit 768,384 35,418 245,845 1,049,647 For the Period ended June 30, 2009 Service area Toll and advertising Securities operation business operation Total Rmb'000 Rmb'000 Rmb'000 Rmb'000 Segment revenue from external customers 1,509,470 580,168 679,217 2,768,855 Segment profit 678,711 31,258 263,612 973,581 Segment profit represents the profit after tax of each reportable segment. This is the measure reported to the chief operating decision maker and the Group's Chief Executive Officer, for the purposes of resource allocation and performance assessment. Revenue from major services An analysis of the Group's revenue, net of discounts and taxes, for the Period is as follows: For the Period ended June 30, 2010 2009 Rmb'000 Rmb'000 Unaudited Unaudited Toll operation revenue 1,684,074 1,509,470 Service area business revenue 754,265 540,920 Advertising business revenue 37,671 37,859 Commission income from securities operation 557,350 619,792 Interest income from securities operation 97,509 59,425 Others 33 1,389 Total revenue 3,130,902 2,768,855 4. OTHER INCOME For the six months ended June 30, 2010 2009 Rmb'000 Rmb'000 Unaudited Unaudited Interest income on bank balances and an entrusted loan receivable 21,734 11,028 Rental income 30,729 28,727 Net exchange gain 3,135 283 Towing income 7,090 7,409 Interest income from structured deposit -- 3,114 Others 14,765 11,831 Total 77,453 62,392 5. PROFIT BEFORE TAX The Group's profit before tax has been arrived at after charging: For the six months ended June 30, 2010 2009 Rmb'000 Rmb'000 Unaudited Unaudited Depreciation of property, plant and equipment 53,642 46,710 Amortisation of expressway operating rights 345,188 331,613 Amortisation of prepaid lease payments 1,021 632 Amortisation of other intangible assets 5,069 5,561 Cost of inventories recognized as an expense 705,097 475,283 6. INCOME TAX EXPENSES For the six months ended June 30, 2010 2009 Rmb'000 Rmb'000 Unaudited Unaudited PRC Enterprise Income Tax: Current tax 372,826 347,697 Deferred tax: Current period (10,229) (21,593) 362,597 326,104 Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the Group is 25% from January 1, 2008 onwards. No Hong Kong Profit Tax has been provided as the Group's income neither arises in, nor is derived from Hong Kong during the Period. The tax charge for the Period can be reconciled to the profit per the condensed consolidated statements of comprehensive income as follows: For the six months ended June 30, 2010 2009 Rmb'000 Rmb'000 Unaudited Unaudited Profit before tax 1,412,244 1,299,685 Tax at the PRC enterprise income tax rate of 25% 353,061 324,921 Tax effect of share of losses of associates 1,599 2,820 Tax effect of share of profit of a jointly controlled entity -- (3,268) Tax effect of (income)/expense that is not (taxable) and deductible for tax purposes 7,937 1,631 Tax charge for the Period 362,597 326,104 7. DIVIDENDS The Directors have recommended the payment of an interim dividend of Rmb6 cents per share (2009: Rmb6 cents per share), subject to shareholders' approval at the extraordinary general meeting of the Company expected to be held on October 18, 2010. 8. EARNINGS PER SHARE The calculation of the basic earnings per share is based on profit attributable to owners of the Company for the Period of Rmb855,609,000 (2009: Rmb772,452,000) and the 4,343,114,500 shares (2009: 4,343,114,500 shares) in issue during the Period. No diluted earnings per share have been calculated as there were no potential dilutive ordinary shares in issue in both periods. 9. PROPERTY, PLANT AND EQUIPMENT There were no significant changes to the Group's property, plant and equipment during the Period. 10. TRADE RECEIVABLES The Group has no credit period granted to its trade customers of toll operation, service area businesses and securities operation. The following is an aged analysis of trade receivables presented based on invoice date at the end of the reporting period. As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Unaudited Audited Within 3 months 47,187 49,739 3 months to 1 year -- -- 1 to 2 years 10 218 Over 2 years 821 613 Total 48,018 50,570 11. OTHER RECEIVABLES As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Unaudited Audited Consideration receivable*(Note1) 115,000 115,000 Entrusted loan receivable from a related party (Note 2) 120,000 120,000 Dividend receivable from a jointly controlled entity* 53,000 53,000 Prepayments 41,038 54,783 Others* 152,492 108,384 Total 481,530 451,167 * The amounts were unsecured, interest-free and repayable on demand. Note 1: The balance represented the receivable of the unsettled consideration of disposal of Hangzhou Shida Highway Co., Ltd. in 2009. Note 2: Pursuant to the resolutions of the shareholders' meeting on September 15, 2009 of Zhejiang Expressway Investment Development Co., Ltd. ("Development Co"), a subsidiary of the Company, and the entrusted loan contracts, Development Co. provided short-term entrusted loans during 2009 totalling Rmb120,000,000 to Hangzhou Concord Property Investment Co., Ltd.("Hangzhou Concord Co"), a subsidiary of an associate of Development Co., at a fixed interest rate of 12% per annum, via Industrial and Commercial Bank of China. 12. TRADE PAYABLES The following is an aged analysis of trade payables presented based on payment due date at the end of the reporting period. As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Unaudited Audited Within 3 months 375,220 410,900 3 months to 1 year 126,476 77,793 1 to 2 years 62,481 136,065 2 to 3 years 78,312 22,011 Over 3 years 14,819 604 Total 657,308 647,373 13. OTHER PAYABLES AND ACCRUALS As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Unaudited Audited Other liabilities: Accrued payroll and welfare 317,244 341,870 Advance from customers 68,020 62,589 Toll collected on behalf of other toll roads 29,022 36,149 Others 158,646 154,475 572,932 595,083 Accruals 25,393 42,582 Total 598,325 637,665 14. PROVISIONS Subsequent to the relevant disclosure made in the Company's 2009 annual report (pages 105 - 106) relating to "Provisions", as at the date of this report, there was no material change for the Period save as disclosed below. Prior to the restructuring of Zheshang Securities Co., Ltd.("Zheshang Securities") by the Company, the original person-in-charge of one of the Sales Department under Zheshang Securities illegally misappropriated customers' deposits and funds, which caused a loss of approximately Rmb90,000,000 to the relevant customers. Zheshang Securities had made in 2009 a provision amounting to Rmb94,860,000 for the principal and related interests involved in the lawsuits, of which Rmb7,047,000 had been settled in 2009 and Rmb2,700,000 has been settled in current period. 15. COMMITMENTS As at As at June 30, December 31, 2010 2009 Rmb'000 Rmb'000 Unaudited Audited Authorised but not contracted for: Investments in expressway upgrade services 26 50 Renovation of service areas 30 30 Purchase of equipment 95 128 Acquisition and construction of properties and its renovation work 164 216 Total 315 424 16. RELATED PARTY TRANSACTION The following is a summary of the major related party transactions arising from the Group's daily operating activities: 1) Pursuant to the operation management agreement entered into between Development Co and Zhejiang Expressway Petroleum Development Co., Ltd. ("Petroleum Co") in respect of the petrol stations in the service areas along the Shanghai-Hangzhou-Ningbo and Shangsan Expressways, Petroleum Co will with their expertise assist Development Co in running their petrol stations along the Shanghai-Hangzhou-Ningbo and Shangsan Expressways. Purchases of petroleum products from petroleum Co during the Period amounted to Rmb616,596,000. 2) On May 20, 2010, the Company entered into the agreement with Zhejiang Communications Investment Group Co., Ltd. ("Communications Investment Group") and Yiwu Communications Development Co., Ltd., pursuant to which the Company agree to inject a further capital to the amount of Rmb23,450,000, in proportion to its share of capital contributions, into Zhejiang Jinhua Yongjin Expressway Co., Ltd. ("Jinhua Co") by cash to alleviate a shortage in project and working capital at Jinhua Co. After the further capital injection by the Company and Communications Investment Group, the registered capital of Jinhua Co increased from Rmb800,000,000 to Rmb900,000,000 and the Company continued to own as to 23.45% in the capital of Jinhua Co. Transactions and balances with other state-controlled entities in the PRC The Group operates in an economic environment currently predominated by entities directly or indirectly owned or controlled by the PRC government ("state-controlled entities"). In addition, the Group itself is part of a larger group of companies under the Communications Investment Group which is controlled by the PRC government. Apart from the transactions with the Communications Investment Group and parties under the common control of the Communications Investment Group, the Group also conducts business with other state-controlled entities. The directors consider those state-controlled entities are independent third parties so far as the Group's business transactions with them are concerned. The Group has entered into various transactions, including deposit placements, borrowings and other general banking facilities, with certain banks and financial institutions which are state-controlled entities in its ordinary course of business. In view of the nature of those banking transactions, the directors are of the opinion that separate disclosure would not be meaningful. In respect of the Group's tolled road business, the directors are of the opinion that it is impracticable to ascertain the identity of counterparties and accordingly whether the transactions are with other state-controlled entities in the PRC. 17. CONTINGENT LIABILITIES AND PLEDGE OF ASSETS The Group did not have any other contingent liabilities, pledge of assets or guarantees as at June 30, 2010. 18. COMPARATIVE AMOUNTS Certain comparative amounts have been reclassified to conform to the Period's presentation. 19. EVENTS AFTER THE REPORTING PERIOD As at the date of this report, the Company successively entered into equity transfer agreements with the Vendor (with people including Ms Huang Qiuxia as agents for various parties). Pursuant to the agreements, the Company agrees to acquire, at a cash consideration of Rmb68,482,200 and on the terms of the agreements, 34.6375% equity interests in Development Co. held by the Vendor, of which 3.9% interests are owned by connected parties, namely Directors Mr Jiang Wenyao, Mr Zhang Jingzhong and Supervisor Mr Fang Zhexing. The transfer price is determined with reference to the net assets of Development Co. as at the end of 2009 as audited by domestic auditors. Please refer to the Company's announcement on connected transaction of August 23 for details relating to the transfer of the connected parties' equity interests in Development Co. The Company will further acquire the remaining equity interests in Development Co. 20. APPROVAL OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements were approved and authorized for issue by the board of directors on August 29, 2010. Corporate Information EXECUTIVE DIRECTORS REPRESENTATIVE OFFICE IN HONG KONG Chen Jisong (Chairman) Suite 2910 Zhan Xiaozhang (General Manager) 29/F, Bank of America Tower Jiang Wenyao 12 Harcourt Road Zhang Jingzhong Hong Kong Tel: 852-2537 4295 NON-EXECUTIVE DIRECTORS Fax: 852-2537 4293 Zhang Luyun Zhang Yang (resigned) LEGAL ADVISERS As to Hong Kong and US law: INDEPENDENT NON-EXECUTIVE DIRECTORS Herbert Smith Tung Chee Chen 23rd Floor, Gloucester Tower Zhang Junsheng 15 Queen's Road Central Zhang Liping Hong Kong SUPERVISORS As to English law: Ma Kehua Herbert Smith LLP Fang Zhexing Exchange House Zheng Qihua (resigned) Primrose Street Jiang Shaozhong London EC2A 2HS Wu Yongmin United Kingdom COMPANY SECRETARY As to PRC law: Zhang Jingzhong T & C Law Firm 11/F, Block A, Dragon Century Plaza AUTHORIZED REPRESENTATIVES 1 Hangda Road Chen Jisong Hangzhou City, Zhejiang Province Zhang Jingzhong PRC 310007 STATUTORY ADDRESS AUDITORS 12/F, Block A, Dragon Century Plaza Deloitte Touche Tohmatsu 1 Hangda Road 35/F, One Pacific Place Hangzhou City, Zhejiang Province 88 Queensway PRC 310007 Hong Kong Tel: 86-571-8798 5588 Fax: 86-571-8798 5599 INVESTOR RELATIONS CONSULTANT Rikes Hill & Knowlton Limited Room 1312, Wing On Centre 111 Connaught Road Central Hong Kong Tel: 852-2520 2201 Fax: 852-2520 2241 PRINCIPAL BANKERS CORPORATE BOND LISTING INFORMATION Industrial and Commercial Bank of China, The Shanghai Stock Exchange Zhejiang Branch Symbol: 03 China Construction Bank, Zhejiang Branch Code: 120308 Shanghai Pudong Development Bank, Hangzhou Branch WEBSITE www.zjec.com.cn H SHARE REGISTRAR AND TRANSFER OFFICE Hong Kong Registrars Limited Room 1712-1716, 17/F, Hopewell Centre 183 Queen's Road East Hong Kong H SHARES LISTING INFORMATION The Stock Exchange of Hong Kong Limited Code: 0576 LONDON STOCK EXCHANGE PLC Code: ZHEH ADRS INFORMATION US Exchange: OTC Symbol: ZHEXY CUSIP: 98951A100 ADR: H Shares 1:10 For Corporate Structure of the Group, please visit: http://www.prnasia.com/sa/attachment/2010/09/20100901285915.pdf For Financial Highlights, please visit: http://www.prnasia.com/sa/attachment/2010/09/20100901505544.pdf For Location Map of Expressways in Zhejiang Province, please visit: http://www.prnasia.com/sa/attachment/2010/09/20100901218529.pdf ----------------------------------------------------------------- NOTE: To view the full set of the company's 2010 Interim Report, please visit www.zjec.com.cn -----------------------------------------------------------------
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