Final Results

Zhejiang Expressway Co 13 March 2002 (A joint stock limited company incorporated in the People's Republic of China) 2001 Results Announcement Results Highlights: • Turnover of the Group increased by 44.9% over 2000 to Rmb1,723million • Net profit attributable to shareholders increased by 19.6% over 2000 to Rmb761 million • Earnings per share was Rmb17.51 cents, an increase of 19.6% over 2000 • Shanghai-Hangzhou-Ningbo Expressway contributed to 81.9% of Group's toll income while Shangsan Expressway emerged as another significant toll income generator with its first full-year of operation in 2001 The directors (the 'Directors') of Zhejiang Expressway Co., Ltd. (the 'Company') are pleased to announce the audited results of the Company and its subsidiaries (collectively the 'Group') for the year ended December 31, 2001 (the 'Period'), prepared in conformity with the accounting principles generally accepted in Hong Kong with the basis of preparation as stated in Note 1 below, together with the 2000 comparative figures as follows: RESULTS AND DIVIDENDS The Group achieved solid growth during the Period. Total turnover amounted to Rmb1,722.5 million, representing a 44.9% increase compared to the corresponding period in 2000 (the 'Previous Period'). Net profit was Rmb760.6 million, a 19.6% increase over the Previous Period. Earnings per share was Rmb17.51 cents (2000: Rmb14.64 cents). The Directors are pleased with the results achieved. In view of the final results, the Directors recommend the payment of a final dividend of Rmb0.07 per share (approximately HK$0.0660). Together with an interim dividend of Rmb0.03 per share (approximately HK$0.0283) paid on October 24, 2001, the total dividend payable for the Period amounted to Rmb0.10 (approximately HK$0.0943) per share. The audited consolidated income statement for the Period, the assets and liabilities of the Group and relevant financial notes, are set out as below: CONSOLIDATED INCOME STATEMENT (All amounts expressed in thousands of Renminbi, except per share data) Notes Year ended December 31 2001 2000 Turnover 2 1,722,517 1,188,604 Operating costs (392,535) (248,429) Gross profit 1,329,982 940,175 Other revenue 2 216,690 242,888 Administrative expenses (88,487) (64,978) Other operating expenses (18,236) (75,317) Profit from operating activities 1,439,949 1,042,768 Finance costs (215,346) (197,083) Share of profits of associates 12,396 40,584 Share of loss of a jointly-controlled entity (1,459) (6,517) Profit before tax 3 1,235,540 879,752 Tax (363,970) (186,391) Profit before minority interests 871,570 693,361 Minority interests (110,957) (57,360) Net profit from ordinary activities attributable 760,613 636,001 to shareholders Transfer to reserves 4 (193,029) (147,187) Earnings per share 5 17.51 cents 14.64 cents Assets and liabilities Total assets 14,477,538 14,586,420 Total liabilities 3,685,828 4,128,921 Minority interests 1,502,629 1,495,364 Net assets 9,289,081 8,962,135 Notes: 1. Basis of Preparation The financial statements for the year ended December 31, 2001 have been prepared in accordance with Hong Kong Statements of Standard Accounting Practice ('HKSSAP '), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). They have been prepared under the historical cost convention, modified with respect to the measurement of investments in securities. 2. Turnover and revenue Turnover mainly represents toll income from the operation of expressways, the value of advertising services rendered, and the value of road maintenance services rendered, net of relevant revenue taxes. An analysis of turnover and revenue is as follows: 2001 2000 Rmb'000 Rmb'000 Toll income-third parties 1,756,265 1,219,672 Advertising income - third parties 22,462 15,878 Road maintenance income - third parties 4,649 5,130 Others -- third parties 34,465 15,582 1,817,841 1,256,262 Less: Revenue taxes (95,324) (67,658) Turnover 1,722,517 1,188,604 Income on short term investments 105,522 153,566 Interest income 41,503 73,195 Rental income 6,726 7,098 Trailer income 8,278 6,821 Exchange gains 53,172 -- Others 1,489 2,208 Other revenue 216,690 242,888 1,939,207 1,431,492 The Company and its subsidiaries are subject to Business Tax ('BT'), levied at 5% on toll income and 3%-5% on other services income. In addition, the subsidiaries are subject to the following types of revenue taxes: -- City Development Tax, levied at 1% to 7% of BT; -- Education Supplementary Tax, levied at 3.5% to 4% of BT; and -- Culture and Education Fees, levied at 3% on advertising income. 3. TAX No Hong Kong profits tax has been provided as the Group had no taxable profits in Hong Kong during the year. The Group was subject to the Corporate Income Tax (the 'CIT') levied at a rate of 33% of taxable income based on income for financial reporting purposes prepared in accordance with the laws and regulations in the PRC. Pursuant to a directive issued by Zhejiang Provincial People's Government in 1997, the Company was entitled to a refund from the Zhejiang Finance Bureau of an amount equal to 18% of its taxable income in respect of the CIT paid to Zhejiang tax bureau. According to a directive of the State Council, the Company was entitled to the tax refund until December 31, 2001. Such beneficial treatment was not granted to subsidiaries, associates or jointly-controlled entities of the Company. As Huajian Transportation Economic Development Center ('Huajian), a state-owned enterprise established by the Ministry of Communication, became a substantial shareholder of the Company during the Period, the CIT that the Company paid has been divided into the national portion and Zhejiang portion. The national portion of the total CIT paid, being Huajian's portion of the total domestic shares (ie 16.39%) according to relevant regulations issued by the Ministry of Finance, is no longer entitled to the 18% refund granted by Zhejiang Provincial Government. In this regard, the tax refunded and refundable represents the financial subsidies received and receivable by the Company from Zhejiang Finance Bureau in respect of the year. 2001 2000 Rmb'000 Rmb'000 Group: Tax charged 327,718 185,307 Overprovision in prior year -- (1,474) Tax refunded/refundable (68,791) (50,840) 258,927 132,993 Deferred 88,432 39,755 Share of tax attributable to associates 17,528 6,074 Share of deferred tax attributable to an associate (1,951) 6,302 Share of deferred tax attributable to a jointly-controlled entity 1,034 1,267 Tax charge for the year 363,970 186,391 There was no material unprovided deferred tax in respect of the year (2000: Nil) 4. Transfer to Reserves In accordance with the Company Law of the PRC and the articles of association of the Company, its subsidiaries, its associates and its jointly-controlled entity (the 'Entities'), the Entities are required to allocate 10% of their profit after tax, as determined in accordance with the PRC accounting standards and regulations applicable to the Entities, to the statutory surplus reserve (the ' SSR') until such reserve reaches 50% of the registered capital of the Entities. As a result, Rmb125,524,000 was transferred collectively for the year ended December 31, 2001. Subject to certain restrictions set out in the Company Law of the PRC and the respective articles of association of the Entities, part of the SSR may be converted to increase the Entities' share capital. In accordance with the Company Law of the PRC, the Entities are required to transfer 5% to 10% of their profit after tax, as determined in accordance with PRC accounting standards and regulations applicable to the Entities, to the statutory public welfare fund (the 'PWF'), which is a non-distributable reserve other than in the event of the liquidation of the Entities. For the year ended December 31, 2001, Rmb62,762,000 was transferred collectively. The PWF must be used for capital expenditure on staff welfare facilities and these facilities remain as properties of the Entities. In addition, Shangsan Co was required by the relevant tax authorities to transfer its CIT waived for 2000 to its SSR account in 2001. The transfer has been incorporated in these financial statements. 5. EARNINGS PER SHARE The calculation of basic earnings per share is based on the net profit from ordinary activities attributable to shareholders for the year of Rmb760,613,000 (2000: Rmb636,001,000) and the 4,343,114,500 shares (2000: 4,343,114,500 shares) in issue during the year. Diluted earnings per share for the years ended December 31, 2001 and 2000 have not been calculated as no diluting event existed during these years. MANAGEMENT DISCUSSION AND ANALYSIS I. BUSINESS REVIEW During the Period, the Group's turnover was approximately Rmb1,723 million, representing an increase of 44.9% over 2000. Net profit attributable to shareholders was Rmb761 million, representing an increase of 19.6% over 2000. Contribution from the core business of toll road operations continued to dominate the Group's turnover. Of the total turnover of Rmb1,723 million for the Period, Rmb1,663 million or 96.6% came from toll collection. Toll Road Operations With the first full-year contribution from the Shangsan Expressway following its completion and opening to traffic on December 26, 2000, toll income for the Group during the Period grew strongly by 44.0% over the same period in 2000 to reach Rmb1,756.3 million. A breakdown of toll income contributions among the expressways operated by the Group and their various sections is set out below: Toll Income % of Total Growth % Rmb '000 Toll Income Over 2000 Shanghai-Hangzhou Expressway Jiaxing section 506,463 28.8% 30.0% Yuhang section 115,560 6.6% 14.1% Hangzhou section 36,062 2.1% 16.0% Hangzhou-Ningbo Expressway 780,106 44.4% 18.3% Shangsan Expressway 318,074 18.1% 732.7% Total 1,756,265 100.0% 44.0% The significant growth in toll income was also partly attributable to the adoption of a new vehicle classification policy which started on June 13, 2001. The new policy effectively increased the average toll collected per vehicle by approximately 9.50% on the Shanghai-Hangzhou-Ningbo Expressway, and by approximately 8.96% on the Shangsan Expressway. Shanghai-Hangzhou-Ningbo Expressway During the Period, toll income of the Shanghai-Hangzhou-Ningbo Expressway grew by 21.7% when compared to 2000 to reach Rmb1,438 million, representing approximately 81.9% of the Group's total toll income (2000:96.9%). Monthly average daily full trip traffic volume grew by 15.9% over 2000 on average. There was an unusual surge in traffic volume on the Jiaxing section during the second half of the year, partly due to traffic diversions from the parallel section of Nation Road 320 which was partially closed for repairs and renovation during that time. The surge in traffic is considered to be temporary and is not expected to last into 2002. During the Period, the Company introduced a number of measures to provide a relatively high level of service to expressway users while accommodating growing traffic: the computer main board used in toll collection was upgraded to reduce processing time at toll stations, as a result of which incidents of road congestion was reduced by approximately 21% through streamlining the traffic monitoring and control system on the expressway. The rechargeable non-contact prepaid IC card used in paying toll charges was launched in May 2001, which offers further flexibility and convenience to frequent expressway users, reduces error rates and improves reliability of the collection and safeguarding of toll income. Shangsan Expressway 2001 was the first year of full-year operation since the expressway was fully completed and opened to traffic in December 2000. Daily full trip traffic volume grew steadily from an average of 7,901 during the first half of the year to 8,695 during the second half of the year. Daily average full trip traffic volume for the year was 8,301. With toll income contribution of approximately Rmb318 million in 2001, representing 18.1% of the Group's total toll income, the Shangsan Expressway has become a significant contributor to the Group in both revenue and net profit. The performance in traffic volume as well as toll income was generally in line with the latest forecasts provided by the Company's traffic consultant. This was despite a higher occurrence of partial road closure due to expressway traffic accidents as well as adverse weather conditions during its first full year of operation. Shida Road Traffic volume on Shida Road benefitted from an increasingly enhanced expressway network, as well as persistent efforts by Hangzhou Shida Highway Co., Ltd. (' Shida Co') in promoting the use of Shida Road through traffic radio broadcasting and installation of road signs. Average daily traffic volume on Shida Road grew by 65% to reach 6,767 vehicles, while toll income grew by 74.3% to reach Rmb19.2 million. Due to substantial interest payments and depreciation charges, Shida Co still recorded a loss of Rmb5.0 million despite its toll income growth, although the loss was reduced by 67.9% as compared to the loss of approximately Rmb15.6 million during the same period in 2000. The company is expected to break even by the end of 2002. Other Businesses In addition to carrying out advertising business along expressways through a subsidiary company, the Company is also engaged in retailing petroleum products as well as in the design and marketing of logistics management and anti-counterfeiting systems through two of its associate companies, details of which are set out below. Advertising Co During the Period, Zhejiang Expressway Advertising Co., Ltd. ('Advertising Co') further expanded its advertising business along the expressways operated by the Group through flexible pricing and incentive marketing strategies. Turnover from Advertising Co was approximately Rmb21.2 million, representing an increase of approximately 46.2% over 2000. Contributions from newly acquired businesses constituted approximately 52% of overall turnover. Net profit realized by Advertising Co during the Period was approximately Rmb7.3 million, representing a reduction of 43.0% over 2000. The reduction was due to the first time levy of enterprise income tax, from which the company has been exempted for the past two years. Petroleum Co With a new emphasis on retail sales of petroleum products, Zhejiang Expressway Petroleum Development Co., Ltd. ('Petroleum Co') was able to realize a 21% growth in retail sales amid increasing retail competition and substantially reduced wholesale business. However, mainly due to a revocation in corporate income tax exemptions which the Company had enjoyed over the past two years, Petroleum Co suffered a loss of approximately Rmb10.4 million for the Period. JoinHands Technology Following a successful trial run in Zhejiang Province, JoinHands Technology Co., Ltd. ('JoinHands Technology') has begun to market its core technology in logistics management and anti-counterfeiting systems in a number of other provinces with an aim to become a leading player in the market. Turnover realized during the Period was approximately Rmb24.9 million, while net profit was approximately Rmb6.9 million, compared to Rmb6.25 million and Rmb0.25 million, respectively, in 2000. Project Acquisition Through arm's length negotiations with relevant parties, the Company was able to successfully increase its stake in Zhejiang Jiaxing Expressway Co., Ltd. (' Jiaxing Co'), which is the holding company of the Jiaxing section of the Shanghai-Hangzhou Expressway, details of which are set out below: • On June 4, 2001, the Company entered into agreements to acquire a 2.1% and a 1.0% equity interest in Jiaxing Co from Jiaxing Xiuzhou Yitong Development Company and Jiashan County Yintong Company Limited for a consideration of Rmb63,249,984 and Rmb30,119,040, respectively. • Subsequently, on December 26, 2001, the Company entered into agreements to acquire a 1.5% and a 1.3% equity interest in Jiaxing Co from Haining Hengtong Development Company and Tongxiang Huatong Company for a consideration of Rmb44,620,800 and Rmb38,671,400, respectively. • And finally on January 18, 2002, the Company entered into an agreement to further acquire a 9.9% equity interest in Jiaxing Co from Jiaxing Road and Bridge Construction and Development Company for a consideration of Rmb303,700,000. In addition to the above, the Company entered into an agreement on December 27, 2001 to acquire a 2% equity interest in Zhejiang Shangsan Expressway Co., Ltd. ('Shangsan Co') which owns and operates the Shangsan Expressway, from Shengzhou Shangsan Development Company Limited for a consideration of Rmb57,600,000. Through the above-mentioned transactions, the Company increased its stake in Jiaxing Co from 84.19% to 99.99% in aggregate, and in Shangsan Co from 61% to 63%, for a total consideration of Rmb537,961,224. Project Under Construction Construction works to expand a 44km section of the Shanghai-Hangzhou-Ningbo Expressway between Hongken and Guzhu from four lanes to six lanes progressed in accordance with the work schedules. During the Period, soft soil ground treatment and most of the roadbed buildup works were completed along the expansion route. II. FINANCIAL ANALYSIS The Group adopts a financial policy characterized by being both proactive and prudent. The Directors and senior management review the Group's liability portfolio from time to time, and make adjustments whenever they deem necessary, to establish an effective and stable capital structure. In view of the Group's future profitability, the Directors and senior management also make prudent investment decisions from time to time with an aim to achieve long-term stable growth for the Group. Return on Equity The return on equity for the Period (before charging the distributable dividends) was 8.2%, representing an increase of 15.5% over the Previous Period (i.e. 7.1%). The return on equity for the year ended December 31, 2000 has been restated because the shareholders' equity as at December 31, 2000 was adjusted retrospectively for the proposed final dividend of Rmb0.07 per share according to the revised HKSSAP 9 (i.e. Events after the balance sheet date). The proposed final dividend which used to be accounted for as a liability and was restated as an allocation of retained earnings within capital and reserves in the balance sheet. Liquidity Net Operating Cash Inflows As a toll road operator, the Group has generated strong and steady cash inflows from its ordinary operations since its establishment. 2001 2000 Increase Rmb million Rmb million % Daily toll income received 4.8 3.3 45.5% Net operating cash inflows from the year 1,603 1,040 54.1% Further Financing Arrangements In addition, the Group is scheduled to issue 300,000,000 shares of domestic shares in the PRC, the estimated net proceeds of which is expected to amount to Rmb1 billion. As a result, the Directors do not anticipate any liquidity concerns in the foreseeable future. Capital Expenditure Commitments and Financial Resources As at December 31, 2001, the Group and the Company had capital expenditure commitments of Rmb2,589.6 million and Rmb2,068.9 million, respectively. For 2002 and 2003, capital expenditure in the amount of Rmb1,055 million and Rmb350 million respectively are budgeted for the Group. Capital Structure As at December 31, 2001, shareholders' equity, interest bearing borrowings and other non-interest bearing liabilities amounted to Rmb9,289.1 million, Rmb3,029.0 million and Rmb2,159.4 million, respectively. The gearing ratio (i.e. representing total liabilities/shareholders' equity) is 55.9% (2000: 62.8%) The Directors are of the view that the current gearing ratio is relatively low, thus providing more room for obtaining debt financing for the future development of the Company. Cash and Debt Management For the Period, the Group held Rmb1,831.2 million in cash and cash equivalents, time deposits and other short-term investments, among which 89.4%, 5.5%, 4.4% and 0.7% were held in Rmb, US dollars, Euro and Hong Kong dollars respectively. The average interest rates during the Period for bank deposits were 1.5%, 4.0%, 4.1% and 3.6% respectively for the abovementioned currencies. Meanwhile, total borrowings for the Period amounted to Rmb3,029.0 million for the Group. Short-term Investments Because of the steady cash inflows generated from the core business of toll road operations of the Group, the Group carried out a number of prudent short-term investments to maximize returns on funds temporarily idle while limiting investment risks. For the Period, the market value of the remaining short-term investments for the Group totalled Rmb1,012.2 million, with 72.5% in government bonds, 15.9% in convertible bonds, 9.7% in closed-end equity investment funds, and 2.0% in open-end equity investment funds. In 2001, profit before taxation from short-term investments was approximately Rmb105.5 million (2000: Rmb153.6 million), and the corresponding average rate of return on investments was approximately 10.5% (2000: 12.0%). Borrowings As at December 31, 2001, total borrowings of the Group amounted to Rmb3,029.0 million, of which Rmb935.4 million was from World Bank loans and Rmb2,093.6 million was from commercial bank loans, Policy loans and corporate bonds. During the Period, the interest rates of all borrowings of the Group did not have any material changes when compared with those in 2000. In particular, the floating rate of World Bank loans in US dollars ranged between 5.1% and 8.8%; the interest rate of commercial bank short-term loans ranged between 5.0% and 5.6%; and the interest rate of Policy loans ranged between 3.0% and 5.5%; and the interest rate of corporate bonds was 3.8%. Ratio of Gains to Interests Interest expenses for the Period was Rmb218.0 million (2000: Rmb224.3 million) while the profit after tax but before interest was approximately Rmb1038.4 million (2000: Rmb849.7 million). The gains to interests ratio was 4.8 (2000: 3.8). Foreign Exchange Exposure With the Company's advance repayment of the World Bank loan denominated in US dollars during 2001, as at December 31, 2001, the Group's liabilities mainly represents the World Bank loan borrowed for the construction of Shanghai-Hangzhou Expressway of approximately US$113 million. In addition, the Company's dividends for H shares are settled in HK dollars. Currently, the exchange rates of Rmb are still stable and the Directors do not anticipate any material foreign exchange exposure to the Group. However, there can be no assurance that the foreign exchange exposure will not affect the operating results of the Group. Contingent Liability Other than a loan guarantee provided to a jointly-controlled entity, namely, Shida Co, of Rmb30 million, the Group does not have any contingent liability as at December 31, 2001. Pledges and Guarantees of Assets As at December 31, 2001, the details of pledged and guaranteed assets of the Company are set out below: The Company provided a guarantee of RMB 200 million in respect of corporate bonds issued by Shangsan Co in November 2000. The maturity of the bonds is 3 years with an annual simple interest rate of 3.78%. The principal and the interest have to be paid in a lump sum when they fall due. The Company has provided a guarantee of Rmb565 million in respect of bank loans to Shangsan Co from February 2001 to July 2004, and has provided a guarantee of Rmb30 million in respect of bank loans to Shida Co from September 2001 to September 2007 . Shangsan Co has provided a guarantee of Rmb280 million in respect of bank loans to the Company from February 2001 to February 2002. Other than the guarantees above, the Group does not have any other guarantees and pledges of assets. OUTLOOK FOR 2002 2001 was an excellent year for China, capped with its successful entry into the World Trade Organization in November, a development that has been anticipated with both excitement and anxiety across the country. Nowhere was the news more welcomed than in Zhejiang Province, where the economy is dominated with small to medium-sized non-state-owned enterprises eager to join the global competition. While the forecast GDP growth rate for Zhejiang Province is slightly lower in 2002 when compared with the past few years, growth in traffic volume on the expressways operated by the Group is expected to be higher than the regional GDP growth rate. The long awaited fuel tax may be implemented later in 2002. The move is structured to reduce government red tape by substituting various administrative fees levied on vehicle owners with one flat surcharge on fuel consumption. This, combined with the immediate reduction in the prices of both domestic and imported car following China's WTO accession, will make owning a private car in China easier than ever before, serving to boost traffic volume growth on the expressways. Given the favourable economic environment, the Company will continue to pursue excellence in all aspects of its operations with a view to enhancing profitability and shareholder value. Meanwhile, the Company will also take advantage of the improved investment environment resulting from the latest round of restructuring of state-owned assets, to actively pursue potential projects to further expand its toll road portfolio within Zhejiang Province, whilst keeping a close eye on suitable projects outside of the province. Change in Directors and Senior Management At the meeting of the Directors held on March 13, 2002, the Directors resolved to accept the proposal by Mr. Xia Linzhang to resign from his current directorship, and submit his proposal for approval by the shareholders of the Company at the upcoming annual general meeting; the Directors also resolved to accept the proposal to elect Ms. Zhang Yang to be a non-executive (external) director of the Company, and to submit the proposal for approval by the shareholders of the Company at the upcoming annual general meeting. At the same board meeting, the Directors resolved to accept Mr. Geng Xiaoping's proposal to resign from the post of General Manager of the Company, and resolved to appoint Mr. Fang Yunti as General Manager of the Company, and Mr. Zhang Jingzhong as Deputy General Manager of the Company. The terms of office for Mr. Fang and Ms. Zhang is from March 14, 2002 to February 28, 2003. Mr. Geng continues to serve as Chairman of the Company. By Order of the Board Geng Xiaoping Chairman Hong Kong, March 13, 2002 A detailed results announcement containing all the information required by paragraphs 45(1) to 45(3) of Appendix 16 to the Listing Rules will be subsequently published on The Stock Exchange of Hong Kong Limited's website at http://www.hkex.com.hk in due course. This information is provided by RNS The company news service from the London Stock Exchange
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