Interim Report 2018

Transcription

1 Interim Report 2018

2 CONTENTS 目錄 Corporate Information 2 Management Discussion and Analysis 5 Other Information 10 Condensed Consolidated Statement of 15 Profit or Loss and Other Comprehensive Income Condensed Consolidated Statement of Financial Position 17 Condensed Consolidated Statement of Changes in Equity 18 Condensed Consolidated Statement of Cash Flows 20 Notes to the Condensed Consolidated Financial Statements 21 中國基建投資有限公司二零一八年中期報告 1

3 CORPORATE INFORMATION 公司資料 BOARD OF DIRECTORS Executive Directors: Mr. XU Xiao Jun Mr. YE De Chao Mr. JI Xu Dong (Chairman and Chief Executive Officer) Independent Non-executive Directors: Mr. HE Jin Geng # Mr. YU Hong Gao # Ms. CHEN Yang # # # # ( # Members of Audit Committee) # AUDIT COMMITTEE Mr. HE Jin Geng Mr. YU Hong Gao Ms. CHEN Yang (Chairman) REMUNERATION COMMITTEE Mr. YU Hong Gao Mr. XU Xiao Jun Mr. HE Jin Geng Ms. CHEN Yang (Chairman) NOMINATION COMMITTEE Mr. XU Xiao Jun Mr. HE Jin Geng Mr. YU Hong Gao Ms. CHEN Yang (Chairman) CORPORATE GOVERNANCE COMMITTEE Mr. XU Xiao Jun Mr. HE Jin Geng Mr. YU Hong Gao Ms. CHEN Yang (Chairman) 2 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

4 Corporate Information 公司資料 COMPANY SECRETARY Mr. TSO Ping Cheong Brian SOLICITORS Michael Li & Co. AUDITORS Centurion ZD CPA Limited Certified Public Accountants REGISTERED OFFICE Cayman Islands The R&H Trust Co. Ltd. Windward 1, Regatta Office Park Grand Cayman Cayman Islands The R&H Trust Co. Ltd. Windward 1, Regatta Office Park Grand Cayman Cayman Islands Hong Kong Suite 607, 6/F., Ocean Centre 5 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong SHARE REGISTRARS & TRANSFER OFFICE Principal Share Registrar The R&H Trust Co. Ltd. Windward 1, Regatta Office Park Grand Cayman Cayman Islands The R&H Trust Co. Ltd. Windward 1, Regatta Office Park Grand Cayman Cayman Islands Hong Kong Branch Share Registrar Boardroom Share Registrars (HK) Limited Room 2103B, 21/F., 148 Electric Road, North Point Hong Kong B 中國基建投資有限公司二零一八年中期報告 3

5 Corporate Information 公司資料 BANKERS Bank of Communications Company Limited The Shanghai Commercial Bank Limited OCBC Wing Hang Bank Limited STOCK CODE WEBSITE CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

6 MANAGEMENT DISCUSSION AND ANALYSIS 管理層討論及分析 The board of Directors (the Board ) of China Infrastructure Investment Limited (the Company ) is pleased to present the Interim Report with the condensed consolidated financial statements of the Company and its subsidiaries (collectively the Group ) for the six months ended 30 June The consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the six months ended 30 June 2018, and the consolidated statement of financial position of the Group at 30 June 2018, all of which are unaudited and condensed, along with selected explanatory notes, are set out on pages 21 to 44 of this report BUSINESS REVIEW AND OUTLOOK The loss attributable to owners of the Company for the period from 1 January 2018 to 30 June 2018 was approximately HK$3,030,000, compared with the profit attributable to owners of the Company of approximately HK$17,224,000 for the first six months of This was mainly due to significant decrease in interest income on loan receivables and gain on disposal of associates. 17,224,000 3,030,000 PRC PROJECTS Properties development and investment Forward Investment (PRC) Company Limited 中國項目 泰和投資 ( 中國 ) 有限公司 The principal assets of Forward Investment (PRC) Company Limited ( Forward Investment ) is the 100% equity interests in (Nanjing Taihe Yingke Property Company Limited*) ( Nanjing Taihe Yingke ), which main asset is a complex development project (the Jiangning Project ) located in Jiangning Development Zone, Nanjing, Jiangsu Province, the PRC. The Jiangning Project is a composite complex comprising two towers of commercial space and service apartments. The commercial space tower is a six-storey tower with a gross floor area of 39, square metres and the service apartments tower is an 18-storey tower with a gross floor area of 20, square metres. The total gross floor area of the Jiangning Project is approximately 74, square metres which includes a basement of approximately 14, square metres, and land use rights of approximately 20, square metres. 100% 39, , , , , 中國基建投資有限公司二零一八年中期報告 5

7 Management Discussion and Analysis 管理層討論及分析 The topping-up work of the commercial building had been completed in 2015 while the interior construction work had been completed in 2016 and the decoration work had been completed in Approximately 1,600 square meters of the gross floor area of the commercial building have been sold with average selling price of approximately RMB37,100 per square meters. Approximately 7,200 square meters of the gross floor area of the commercial building has been rented out. The construction of the service apartment building had been completed and the construction completion acceptance was granted in the first half of Pre-sale of service apartment building had commenced in As at 30 June 2018, it was confirmed that service apartment with approximately 20,100 square meters of the gross floor area were sold with average selling price of approximately RMB12,300 per square meters. 1,600 37,100 7,200 20,100 12,300 Pursuant to the subscription agreement, this investment will provide the annual return undertaking of not less than 12% of the consideration which can generate st able revenue streams and cash surplus for the Group. On 15 May 2018, the guarantors of the subscription agreement had fulfilled their obligations regarding the return undertaking and compensated the shortfall of the profit guarantee for the year ended 31 December 2017, being HK$36,000,000, to the Group. 12% 36,000,000 (Tianjin Jun Hua Logistics Company Limited*) 天津俊華物流有限公司 Tianjin Jun Hua Logistics Company Limited ( Tianjin Jun Hua Logistics ) is principally engaged in the business of property rentals, development of a logistics base and operation of storage units. Tianjin Jun Hua Logistics owns a property with a land use area of 11, square metres, comprising of one building with one storey of square metres and another building with four storeys of 10, square metres, which is being developed into a logistics base at Tianjin Economic and Technological Development Zone, Tianjin City, the PRC. The property is located in the Tianjin Harbour, which is one of the main transportation hubs of the PRC. The Company is of the view that the acquisition allows the Group to invest in a property and logistics project located within a promising district. It is believed that the acquisition will provide a steady rental income stream to the Group amid the current low interest rate environment as well as appreciation potential of the value of the property owned by Tianjin Jun Hua Logistics. 11, , CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

8 Management Discussion and Analysis 管理層討論及分析 (Tianjin Hui Li Yuan Power Equipment Co. Ltd.*) 天津滙力源動力設備有限公司 Tianjin Hui Li Yuan Power Equipment Co. Ltd. ( Tianjin Hui Li Yuan ) is principally engaged in the business of property rentals and property development. Tianjin Hui Li Yuan is the legal owner of the land use right for a parcel of land with an area of approximately 29, square metres located at Tianjin Economic and Technological Development Zone, Tianjin City, the PRC. The land is now for industrial use and having two 4-storey buildings (namely Block Nos. 3 and 4) with a total gross floor area of 18,333 square metres under construction. Whilst the construction work for the other 2 buildings (namely Block Nos. 1 and 2) with a total gross floor area of 46,445 square metres was yet to commence. With the fast development of the Tianjin s logistics industry as well as the business and commercial sector, the directors of the Company anticipate the land would have greater development potential along with the economic growth of Tianjin. OUTLOOK The management will continue to look for investment opportunities in relation to the real estate business and logistics services business in the PRC so as to expand the development portfolio of the Group in the future. In this regard, investment opportunities which offer satisfactory returns to the Shareholders within the acceptable risk profile of the Group and expected return will be considered. As a result, the Group will strive to identify suitable projects with potential for development and satisfactory returns across various sectors in the PRC market. HUMAN RESOURCES At 30 June 2018, the Group had a total of approximately 23 staff in Hong Kong and the PRC. The Group remunerates employees based on their performance, experience and prevailing industry practices so as to retain the competent and talented employees. 29, , , 展望 23 中國基建投資有限公司二零一八年中期報告 7

9 Management Discussion and Analysis 管理層討論及分析 FINANCIAL REVIEW LIQUIDITY AND FINANCIAL RESOURCES The Group monitors its liquidity requirements on a short to medium term basis and arranges refinancing of the Group s borrowings when appropriate. At 30 June 2018, the underlying current ratio, defined as current assets over current liabilities, was approximately 2.21 (31 December 2017: 2.24). At 30 June 2018, the underlying gearing ratio, defined as the total borrowings over total equity (including non-controlling interests), was approximately 27% (31 December 2017: 27%) while the current liabilities to the total assets ratio was approximately 25% (31 December 2017: 25%). 流動資金及財務資源 % 27% 25% 25% At 30 June 2018, the Group s equity attributable to owners of the Company was approximately HK$839,162,000, a decrease of approximately 1% over last year end which was approximately HK$850,509,000. The net current assets at 30 June 2018 was approximately HK$382,677,000 (31 December 2017: HK$386,738,000) while cash and bank balances at 30 June 2018 was approximately HK$662,034,000 (31 December 2017: HK$636,920,000). 839,162, ,509,000 1% 382,677, ,738, ,034, ,920,000 CONTINGENT LIABILITIES Certain properties of a subsidiary were pledged in favour of a PRC trust company to secure the payment obligation of an independent third party in the sum of approximately HK$94,576,000 (equivalent to RMB80,000,000) granted by the PRC trust company in favour of the independent third party. As at 30 June 2018, the outstanding loan amount of the independent third party was approximately HK$94,576,000 (equivalent to RMB80,000,000) and the carrying amount of the pledged properties was approximately HK$126,883,000 (31 December 2017: HK$127,723,000). The charge is expected to be discharged on 11 February 或然負債 94,576,000 80,000,000 94,576,000 80,000, ,883, ,723,000 The Group had no other material contingent liabilities. 8 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

10 Management Discussion and Analysis 管理層討論及分析 CHARGE ON ASSETS At 30 June 2018, property, plant and equipment of approximately HK$126,883,000 (31 December 2017: HK$127,723,000) was pledged as securities for payment obligation of an independent third party. 資產抵押 126,883, ,723,000 FOREIGN EXCHANGE RISK During the period, most of the business transactions, assets and liabilities of the Group were denominated in Hong Kong Dollar, Renminbi and United States Dollar. The Group had no material foreign exchange exposure risks during the period. PURCHASE, SALE OR REDEMPTION OF THE COMPANY S LISTED SECURITIES Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company s listed securities during the six months ended 30 June 外匯風險 中國基建投資有限公司二零一八年中期報告 9

11 OTHER INFORMATION 其他資料 DIRECTORS INTERESTS AND SHORT POSITIONS IN SECURITIES As at 30 June 2018, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the SFO )) which (a) were required to be notified to the Company and The Stock Exchange of Hong Kong Limited (the Stock Exchange ) pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), to be entered in the register referred to therein; or (b) were required, pursuant to Section 352 of the SFO, to be recorded in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ), to be notified to the Company and the Stock Exchange were as follows: XV (a) XV 7 8 (b) 352 (c) 10 (A) LONG POSITION IN THE ORDINARY SHARES OF HK$0.05 EACH ( SHARES ) OF THE COMPANY (A) 於本公司每股面值 0.05 港元之普通股 ( ) 之好倉 Number of Shares held % to the issued share capital of Personal Corporate the Company (%) Name of Director Interests Interests Total (%) Mr. Ye De Chao 1,189,290,512 1,189,290, (Note) Mr. Ji Xu Dong 6,000 6, Note: These Shares were held by Legendary Base International Limited, a company which was wholly-owned by Mr. Ye De Chao. Hence, he was deemed to have a beneficial interest in all these Shares. Legendary Base International Limited 10 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

12 Other Information 其他資料 Save as disclosed above, as at 30 June 2018, none of the Directors or chief executive of the Company had any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associate corporation (within the meaning of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange. SHARE OPTION SCHEME The Company adopted a share option scheme on 11 July 2008 (the Share Option Scheme ). The purposes of the Share Option Scheme are to enable the Group and its Invested Entities (any entity in which any member of the Group holds an equity interest) to recruit and retain high calibre Eligible Persons and attract human resources that are valuable to the Group or Invested Entities, to recognise the contributions of the Eligible Persons to the growth of the Group or Invested Entities by rewarding them with opportunities to obtain ownership interest in the Company and to motivate and give incentives to these Eligible Persons to continue to contribute to the long term success and prosperity of the Group or Invested Entities. Pursuant to the Share Option Scheme, the Board may invite any Eligible Person including any director and employee of the Company to take up options to subscribe for shares of the Company. The Share Option Scheme shall be valid and effective for a period of ten years. No share options were outstanding nor granted during the six months ended 30 June The Share Option Scheme expired on 11 July No new share option scheme had been adopted by the Company as at the date of this report. XV 中國基建投資有限公司二零一八年中期報告 11

13 Other Information 其他資料 SUBSTANTIAL SHAREHOLDERS As at the date of this report, so far as is known to the Directors or chief executive of the Company, the following persons (other than the Directors or chief executive of the Company) had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company under Section 336 of the SFO: LONG POSITION IN THE ORDINARY SHARES 336 XV 2 3 於普通股之好倉 % to the issued share capital of the Company (%) Name of Shareholder Capacity Number of Shares (%) Central Huijin Investment Ltd. Interests of controlled 1,189,290, (Note 1) corporation 1 China Construction Bank Corporation Interests of controlled 1,189,290, (Note 2) corporation 2 Legendary Base International Limited Beneficial owner 1,189,290, (Note 3) 3 Expert Ever Limited (Note 4) Beneficial owner 383,956, Zhang Xiaojun (Note 4) Interests of controlled 383,956, corporation 12 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

14 Other Information 其他資料 Notes: 1. China Construction Bank Corporation was owned as to 57.26% by Central Huijin Investment Ltd.. 2. According to the disclosure of interest form filed by China Construction Bank Corporation, China Construction Bank Corporation reported interests because Prosper Talent Limited, an indirect wholly-owned subsidiary of China Construction Bank Corporation, was reported to have direct interests in the Shares. So far as the Company was aware of, Prosper Talent Limited was a person having a security interest in the Shares under a share pledge. 3. Legendary Base International Limited is wholly-owned by Mr. Ye De Chao, a director of the Company. 4. Expert Ever Limited was wholly-owned by Zhang Xiaojun. Save as disclosed above, as at the date of this report, no person (other than Directors or chief executive of the Company) had an interest or a short position in the Shares and underlying Shares as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. CORPORATE GOVERNANCE The Company has complied with all the code provisions set out in the Corporate Governance Code (the CG Code ) contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) for the six months ended 30 June 2018, except for the following deviations: Code provision A.2.1 of the CG Code stipulates that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. The division of responsibilities between the chairman and chief executive officer should be clearly established and set out in writing. Mr. Xu Xiao Jun, the Chief Executive Officer of the Company, had been appointed as the Chairman of the Company since 31 July The Board believes that vesting the roles of both Chairman and Chief Executive Officer in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. The Board believes that the balance of power and authority for the present arrangement will not be impaired and is adequately ensured by current Board which comprises experienced and high calibre individuals with sufficient number thereof being independent non-executive Directors % 2. Prosper Talent Limited Prosper Talent Limited 3. Legendary Base International Limited 4. Expert Ever Limited A.2.1 中國基建投資有限公司二零一八年中期報告 13

15 Other Information 其他資料 Code provision A.4.1 of the CG Code stipulates that non-executive directors should be appointed for a specific term, subject to reelection. The term of office for non-executive Directors including independent non-executive Directors of the Company is not specific. It is provided in the Company s articles of association that all the Directors are subject to retirement by rotation at least once every three years at the annual general meetings of the Company and are eligible for re-appointment. The Directors are of the view that such provision in the Company s articles of association has been able to safeguard corporate governance. MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code ) set out in Appendix 10 to the Listing Rules. Having made specific enquiry of all Directors, all Directors confirm that they have complied with the provisions of the Model Code for the six months ended 30 June AUDIT COMMITTEE As at the date of this report, the audit committee of the Company (the Audit Committee ) has three members, namely Mr. He Jin Geng, Mr. Yu Hong Gao and Ms. Chen Yang, all of whom are independent nonexecutive Directors. The chairman of the Audit Committee is Mr. He Jin Geng. The primary responsibilities of the Audit Committee include, among others, reviewing and supervising the financial reporting process and internal control system of the Group, nominating and monitoring external auditors and providing advice and comments to the Board. The Audit Committee has reviewed with the management and agreed with the accounting principles and practices adopted by the Group and discussed internal controls and financial reporting matters. The unaudited condensed consolidated financial statements for the six months ended 30 June 2018 have been reviewed with no disagreement by the Audit Committee of the Company. By Order of the Board A YE De Chao Executive Director Hong Kong, 31 August CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

16 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 簡明綜合損益及其他全面收益表 For the six months ended 30 June 2018 (Unaudited) For the six months ended 30 June Notes Revenue 4 13, Costs of sales (12,552) (3) Gross profit 1, Other income 5 19,109 29,315 Gain on disposal of associates 14,686 Share of results of associates (4,634) (6,904) General and administrative expenses (6,311) (5,183) Profit from operations 9,444 32,691 Finance costs 6(a) (12,500) (12,778) (Loss)/profit before taxation 6 (3,056) 19,913 Income tax 7 (187) (2,704) (Loss)/profit for the period (3,243) 17,209 Attributable to: Owners of the Company (3,030) 17,244 Non-controlling interests (213) (35) (Loss)/profit for the period (3,243) 17,209 (Loss)/earnings per share (HK cents per share) 10 Basic (0.07) 0.40 Diluted (0.07) 0.40 中國基建投資有限公司二零一八年中期報告 15

17 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 簡明綜合損益及其他全面收益表 For the six months ended 30 June 2018 (Unaudited) For the six months ended 30 June (Loss)/profit for the period (3,243) 17,209 Other comprehensive (loss)/income: Items that may be reclassified to profit or loss Net translation differences on foreign operations (6,717) 57,324 Share of other comprehensive income of associates Exchange reserve (2,053) 3,846 (8,770) 61,170 Other comprehensive (loss)/income for the period, net of tax (8,770) 61,170 Total comprehensive (loss)/income for the period (12,013) 78,379 Attributable to: Owners of the Company (11,347) 77,073 Non-controlling interests (666) 1,306 Total comprehensive (loss)/income for the period (12,013) 78,379 The notes on pages 21 to 44 form an integral part of these condensed consolidated financial statements CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

18 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 簡明綜合財務狀況表 At 30 June 2018 (Unaudited) (Audited) 30/6/ /12/2017 Notes NON-CURRENT ASSETS Investment properties 11 65,021 65,439 Property, plant and equipment , ,873 Land use rights 13 1,883 1,935 Interests in associates , , , ,522 CURRENT ASSETS Trade and other receivables, deposits and prepayment 15 36,638 61,391 Cash and bank balances , ,920 CURRENT LIABILITIES Trade and other payables 698, , (59,945) (55,660) Interest-bearing borrowings current 18 (250,000) (250,000) Tax payables (6,050) (5,913) (315,995) (311,573) NET CURRENT ASSETS 382, ,738 TOTAL ASSETS LESS CURRENT LIABILITIES 920, ,260 NON-CURRENT LIABILITIES Deferred tax liabilities 19 (8,387) (8,441) (8,387) (8,441) NET ASSETS 911, ,819 CAPITAL AND RESERVES Share capital , ,496 Reserves 625, ,013 Total equity attributable to owners of the Company 839, ,509 Non-controlling interests 72,644 73,310 TOTAL EQUITY 911, ,819 The notes on pages 21 to 44 form an integral part of these condensed consolidated financial statements 中國基建投資有限公司二零一八年中期報告 17

19 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 簡明綜合權益變動表 For the six months ended 30 June 2018 For the six months ended 30 June 2018 (Unaudited) Attributable to owners of the Company Capital Capital redemption Nonreserve reserve controlling Share Share (note 1) (note 2) Exchange Accumulated interests Total capital premium reserve losses Total equity 1 2 At 1 January , , (7,337) (111,840) 850,509 73, ,819 Exchange differences on translation of financial statements of overseas subsidiaries (6,264) (6,264) (453) (6,717) Share of other comprehensive income of associates (2,053) (2,053) (2,053) Profit/(loss) for the period (3,030) (3,030) (213) (3,243) Total comprehensive income for the period (8,317) (3,030) (11,347) (666) (12,013) At 30 June , , (15,653) (114,870) 839,162 72, , CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

20 Condensed Consolidated Statement of Changes in Equity 簡明綜合權益變動表 For the six months ended 30 June 2018 For the six months ended 30 June 2017 (Unaudited) Attributable to owners of the Company Capital Capital redemption Nonreserve reserve controlling Share Share (note 1) (note 2) Exchange Accumulated interests Total capital premium reserve losses Total equity 1 2 At 1 January , , (114,362) (67,140) 788,184 17, ,722 Exchange differences on translation of financial statements of overseas subsidiaries 55,983 55,983 1,341 57,324 Share of other comprehensive income of associates 3,846 3,846 3,846 Profit/(loss) for the period 17,244 17,244 (35) 17,209 Total comprehensive income for the period 59,829 17,244 77,073 1,306 78,379 At 30 June 2017 Notes: 213, , (54,533) (49,896) 865,257 18, , The capital reserve of the Group represents the excessive injection of the registered capital of a subsidiary Capital redemption reserve represents the nominal value of shares repurchased out of distributable profit. 2. The notes on pages 21 to 44 form an integral part of these condensed consolidated financial statements 中國基建投資有限公司二零一八年中期報告 19

21 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 簡明綜合現金流量表 For the six months ended 30 June 2018 (Unaudited) For the six months ended 30 June Notes NET CASH GENERATED FROM/ (USED IN) OPERATING ACTIVITIES 42,055 (46,078) NET CASH GENERATED FROM INVESTING ACTIVITIES 1,109 11,144 NET CASH USED IN FINANCING ACTIVITIES (12,500) (15,876) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 30,664 (50,810) CASH AND CASH EQUIVALENTS AT 1 JANUARY 636,920 54,006 EFFECT OF FOREIGN EXCHANGE RATE CHANGES (5,550) 68,174 CASH AND CASH EQUIVALENTS AT 30 JUNE ,034 71,370 The notes on pages 21 to 44 form an integral part of these condensed consolidated financial statements CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

22 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended 30 June GENERAL INFORMATION China Infrastructure Investment Limited (the Company ) was incorporated and registered in the Cayman Islands on 16 June 1992 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 2 of 1961, as consolidated and revised) of the Cayman Islands. The shares of the Company are listed on The Stock Exchange of Hong Kong Limited (the Stock Exchange ). The addresses of the registered office in Cayman Islands and in Hong Kong are disclosed in the corporate information section of the interim report The Company is an investment holding company. Its subsidiaries are principally engaged in property development and investment and natural gas business. 2. BASIS OF PREPARATION The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting ( HKAS 34 ) issued by the Hong Kong Institute of Certified Public Accountants (the HKICPA ) and 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 ) The condensed consolidated financial statements contain the condensed consolidated statement of financial position, condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows, a summary of significant accounting policies and selected explanatory notes, which include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2017 annual consolidated financial statements. The condensed consolidated financial statements and notes thereon do not include all of the information required for a full set of consolidated financial statements prepared in accordance with Hong Kong Financial Reporting Standards. 中國基建投資有限公司二零一八年中期報告 21

23 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June BASIS OF PREPARATION (Continued) The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values, 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 consolidated financial statements for the year ended 31 December 2017, except as described in note The condensed consolidated financial statements should be read in conjunction with the 2017 annual consolidated financial statements. 3. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRSs ) The accounting policies used in the preparation of the 2018 interim condensed consolidated financial statements are consistent with those used in the annual consolidated financial statements of the Group for the year ended 31 December 2017, except for the impact of the adoption of the new and revised Hong Kong Accounting Standards, Hong Kong Financial Reporting Standards and interpretations described below CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

24 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRSs ) (Continued) In the current interim period, the Group has applied, for the first time, the following new and revised standards, amendments and interpretations (the new and revised HKFRSs ) issued by the HKICPA, which are effective for the Group s accounting period beginning on 1 January HKFRS 9 HKFRS 15 HK(IFRIC) Int 22 Amendments to HKFRS 2 Amendments to HKFRS 4 Amendments to HKAS 28 Amendments to HKAS 40 Financial Instruments Revenue from Contracts with Customers and the related Amendments Foreign Currency Transactions and Advance Consideration Classification and Measurement of Share-based Payment Transactions Applying HKFRS 9 Financial Instruments with HKFRS 4 Insurance Contracts As part of the Annual Improvements to HKFRSs Cycle Transfers of Investment Property Except as described below, the adoption of the new and revised HKFRSs did not result in any significant impact on the results and financial position of the Group. 中國基建投資有限公司二零一八年中期報告 23

25 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRSs ) (Continued) HKFRS 9 FINANCIAL INSTRUMENTS HKFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. 3. 香港財務報告準則第 9 號 金融工具 9 All of the Group s financial assets and financial liabilities were carried at amortised cost, therefore, the new guidance would not have a significant impact on the classification and measurement of its financial assets and financial liabilities. The Group does not have any hedging instruments. There would have no significant impact arising from the new hedging accounting rules on the accounting for its hedging relationships. In relation to the impairment of financial assets, the Group has adopted the simplified expected credit loss ( ECL ) model for its trade receivables. This model requires the recognition of impairment provisions based on expected credit losses rather than only incurred credit losses under HKAS 39. The adoption of ECL model has no significant effect on the amounts of receivables as the credit quality of the financial assets of the Group do not change significantly during the six months ended 30 June CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

26 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ( HKFRSs ) (Continued) HKFRS 15 REVENUE FROM CONTRACTS WITH CUSTOMERS HKFRS 15 replaces HKAS 18 Revenue which covers contracts for goods and services and HKAS 11 Construction Contracts which covers construction contracts and related literature. 3. 香港財務報告準則第 15 號 來自客戶合約之收入 The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. Specifically, the standard introduces a 5-step approach to revenue recognition: Step 1: Step 2: Step 3: Step 4: Step 5: Identify the contract(s) with a customer. Identify the performance obligations in the contract. Determine the transaction price. Allocate the transaction price to the performance obligations in the contract. Recognise revenue when (or as) the entity satisfies a performance obligation. The Group recognises revenue from sales of construction materials and receipt of rental income from investment properties. Under the current business model and contract terms, the adoption of HKFRS 15 has no significant financial effect on the financial results of the Group. 15 中國基建投資有限公司二零一八年中期報告 25

27 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June REVENUE The amount of each significant category of revenue recognised during the periods is analysed as follows: 4. (Unaudited) For the six months ended 30 June Rental income from investment properties 1, Sales of construction materials 12,539 13, OTHER INCOME 5. (Unaudited) For the six months ended 30 June Interest income on bank deposit 1, Interest income on loan receivables 11,140 Compensation income arising from profit guarantee realisation 18,000 18,000 Other sundry income ,109 29, CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

28 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June (LOSS)/PROFIT BEFORE TAXATION (A) FINANCE COSTS 6. (A) 財務成本 (Unaudited) For the six months ended 30 June Interest on interest-bearing borrowings wholly repayable within five years 12,500 12,778 not wholly repayable within five years Total borrowing costs 12,500 12,778 中國基建投資有限公司二零一八年中期報告 27

29 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June (LOSS)/PROFIT BEFORE TAXATION (Continued) (B) OTHER ITEMS (Loss)/Profit before taxation is arrived after charging/ (crediting): 6. (B) 其他項目 (Unaudited) For the six months ended 30 June Charging: Staff costs (including directors emoluments): salaries, wages and other benefits 1, retirement benefits scheme contributions Total staff costs 1, Amortisation of land use rights Depreciation of property, plant and equipment 7 31 Cost of inventories sold 12,335 Operating lease charges for premises Crediting: Gross rental income from investment properties (1,293) (780) Less: Direct operating expenses from investment properties that generated rental income during the period (1,076) (777) 28 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

30 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June INCOME TAX Taxation in condensed consolidated statement of profit or loss represents: 7. (Unaudited) For the six months ended 30 June Current tax: Hong Kong Profits Tax The PRC Corporate Income Tax 187 2,704 Deferred tax Income tax 187 2,704 Hong Kong Profits Tax was not provided for in the interim financial statements as the Group has no estimated assessable profits arising in Hong Kong during the six months ended 30 June The Group s PRC subsidiaries are subject to the PRC Corporate Income Tax at 25% (2017: 25%). Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the subsidiaries of the Group operates, based on prevailing legislation, interpretations and practice in respect thereof during the period. 25% 25% 中國基建投資有限公司二零一八年中期報告 29

31 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June SEGMENT INFORMATION Segment revenue represents revenue generated from external customers. There were no inter-segment sales during the period ended 30 June 2018 (2017: nil). 8. The accounting policies of the reportable segments are the same as the Group s accounting policies. Segment performance is evaluated based on reportable segment profit, which is a measure of segment profit. The segment profit represents the result generated from each segment with allocation of (i) general and administrative expenses, selling and distribution costs and other operating expenses under the heading of other corporate expenses; (ii) share of results of associates; (iii) interest income; and (iv) compensation income and other sundry income under the heading of other operating income. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. (i) (ii) (iii) (iv) For the purposes of monitoring segment performance and allocating resources between segments, all assets are allocated to reportable segments other than corporate assets. In a manner consistent with the way in which information is reported internally to chief operating decision maker for the purposes of resources allocation and performance assessment, the Group is currently organised into the following operating segments and geographical areas: (a) The properties investment segment engages in rental income from investment properties in the PRC; (a) (b) Natural gas segment engages in sales of natural pipelined gases and its construction materials in the PRC; and (b) (c) Investment holding segment engages in investment in associates on a geographical basis of the PRC. (c) 30 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

32 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June SEGMENT INFORMATION (Continued) The following is an analysis of the Group s revenue and results by operating segment for the periods under review: 8. (Unaudited) For the six months ended 30 June 2018 Properties Investment investment Natural gas holding Unallocated Total Segment revenue (from external customers) 1,293 12,539 13,832 Segment profit 1, ,280 Other operating income 19,109 Share of results of associates (4,634) Other corporate expenses (6,311) Profit from operations 9,444 Finance costs (12,500) Loss before taxation (3,056) Income tax (187) (187) Loss for the period (3,243) Other segment information: Amortisation of land use rights Depreciation of property, plant and equipment 7 7 中國基建投資有限公司二零一八年中期報告 31

33 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June SEGMENT INFORMATION (Continued) 8. (Unaudited) For the six months ended 30 June 2017 Properties Investment investment Natural gas holding Unallocated Total Segment revenue (from external customers) Segment profit Other operating income 29,315 Gain on disposal of associates 14,686 Share of results of associates (6,904) Other corporate expenses (5,183) Profit from operations 32,691 Finance costs (12,778) Profit before taxation 19,913 Income tax (2,704) (2,704) Profit for the period 17,209 Other segment information: Additions to non-current assets 9 9 Amortisation of land use rights Depreciation of property, plant and equipment CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

34 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June DIVIDENDS The Board does not recommend the payment of any interim dividend for the six months ended 30 June 2018 (2017: nil). 10. (LOSS)/EARNINGS PER SHARE The calculation of basic (loss)/earnings per share is based on the loss attributable to owners of the Company for the six months ended 30 June 2018 of approximately HK$3,030,000 (six months ended 30 June 2017: profit of approximately HK$17,244,000) and the number of shares in issue during the six months ended 30 June 2018 of 4,269,910,510 (six months ended 30 June 2017: 4,269,910,510) ,030,000 17,244,000 4,269,910,510 4,269,910,510 There was no difference between the basic and diluted (loss)/ earnings per share as there were no dilutive potential shares outstanding for the periods presented. 11. INVESTMENT PROPERTIES 11. At 31 December 2017 (Audited) and at 1 January ,439 Exchange alignments (418) At 30 June 2018 (Unaudited) 65,021 As at 30 June 2018, all the investment properties are located and leased in the PRC held under medium-term lease. 中國基建投資有限公司二零一八年中期報告 33

35 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June PROPERTY, PLANT AND EQUIPMENT 12. At 31 December 2017 (Audited) and at 1 January ,873 Depreciation (7) Exchange alignments (842) At 30 June 2018 (Unaudited) 127,024 As at 30 June 2018, property, plant and equipment of HK$126,883,000 (31 December 2017: HK$127,723,000) were pledged in favour of a PRC trust company to secure the payment obligation of an independent third party in the sum of approximately HK$94,576,000 (equivalent to RMB80,000,000) granted by the PRC trust company in favour of the independent third party. 13. LAND USE RIGHTS 126,883, ,723,000 94,576,000 80,000, At 31 December 2017 (Audited) and at 1 January ,935 Amortisation (41) Exchange alignments (11) At 30 June 2018 (Unaudited) 1,883 Land use rights comprise cost of acquiring rights to use certain land, which are principally located in the PRC, for investment properties over fixed periods. 34 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

36 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June INTERESTS IN ASSOCIATES 14. At 31 December 2017 (Audited) and at 1 January ,275 share of post-acquisition loss (4,634) share of post-acquisition reserves (2,053) At 30 June 2018 (Unaudited) 343, TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENT 15. (Unaudited) (Audited) 30/6/ /12/2017 Trade receivables (Note (a)) (a) 79 13,406 Other receivables, deposits and prepayment (Note (b)) (b) 36,559 47,985 36,638 61,391 中國基建投資有限公司二零一八年中期報告 35

37 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENT (Continued) (A) TRADE RECEIVABLES 15. (A) 應收貿易賬款 (Unaudited) (Audited) 30/6/ /12/2017 Trade receivables (Note) ,436 Less: Impairment loss recognised (30) (30) Trade receivables, net 79 13,406 Ageing analysis of trade debtors is as follows: Due within 30 days or 30 on demand Due within days Due within days Due over 90 days , ,406 Notes: (i) The Group generally allowed an average credit period due (i) within 30 days to its trade debtors. 30 (ii) In determining the recoverability of trade receivables, the (ii) Group considers any change in the credit quality of the trade debtors from the date credit was initially granted up to the end of the reporting period. All the trade debtors are 30 due within 30 days or on demand. 36 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

38 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENT (Continued) (B) OTHER RECEIVABLES, DEPOSITS AND PREPAYMENT 15. (B) 其他應收款項 按金及預付款項 (Unaudited) (Audited) 30/6/ /12/2017 Other receivables, deposits and prepayment (Note) 36,559 47,985 Less: Impairment loss recognised in respect of other receivables, deposits and prepayment Other receivables, deposits and prepayment, net 36,559 47,985 Notes: (i) At 30 June 2018, compensation income receivable of (i) approximately HK$18,000,000 (31 December 2017: 18,000,000 HK$36,000,000) was included in other receivables, 36,000,000 deposits and prepayment. (ii) The directors of the Company consider that the carrying (iii) amounts of other receivables, deposits and prepayment approximate to its fair values. 中國基建投資有限公司二零一八年中期報告 37

39 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June CASH AND BANK BALANCES 16. (Unaudited) (Audited) 30/6/ /12/2017 Cash and cash equivalents 662, , Included in cash and bank balances of the Group, approximately HK$661,862,000 (31 December 2017: HK$636,629,000) of bank balances denominated in Renminbi ( RMB ). RMB is not a freely convertible currency. However, under Mainland China s Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business ,862, ,629, Bank balances and pledged deposits earn interests at floating rate and fixed rate, and are placed and deposited with creditworthy banks with no recent history of default CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

40 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June TRADE AND OTHER PAYABLES 17. (Unaudited) (Audited) 30/6/ /12/2017 Trade creditors (Note) 12,729 12,749 Accruals and other payables 32,324 30,061 Amounts due to substantial shareholders 14,892 12,850 59,945 55,660 Note: Ageing analysis of trade creditors is as follows: Due within 30 days or on demand 30 Due within 31 to 60 days Due within 61 to 90 days Due over 90 days 90 12,729 12,749 12,729 12,749 中國基建投資有限公司二零一八年中期報告 39

41 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June INTEREST-BEARING BORROWINGS 18. (Unaudited) (Audited) 30/6/ /12/2017 Bank borrowings 250, ,000 Secured 250, ,000 Unsecured 250, ,000 Scheduled repayment terms of bank borrowings contain a repayment on demand clause (shown under current liabilities): Within one year 250, ,000 In more than one year but not more than two years In more than two years but not more than five years 250, ,000 Less: On demand or amount due within one year shown under current liabilities (250,000) (250,000) Amount shown under non-current liabilities At 30 June 2018 and 31 December 2017, the bank borrowings were supported by corporate guarantee of certain related companies and personal guarantee by a director of the Company. At 30 June 2018, the secured bank borrowings are interest bearing at 10% (31 December 2017: 10%) per annum. 10% 10% 40 CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

42 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June DEFERRED TAX LIABILITIES 19. Investment properties Total At 31 December 2017 and 1 January 2018 (Audited) 8,441 8,441 Exchange alignment (54) (54) At 30 June 2018 (Unaudited) 8,387 8, SHARE CAPITAL 20. (Unaudited) (Audited) 30/6/ /12/2017 Number of Nominal Number of Nominal shares value Shares value Authorised: Ordinary shares of 0.05 HK$0.05 each 10,000, ,000 10,000, ,000 Ordinary shares: Issued and fully paid: At 1 January 4,269, ,496 4,269, ,496 At 30 June/31 December 4,269, ,496 4,269, ,496 中國基建投資有限公司二零一八年中期報告 41

43 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June RELATED PARTY TRANSACTIONS Save as disclosed elsewhere in these condensed consolidated financial statements, the Group had the following material transactions with its related parties during the six months ended 30 June 2018 and 2017: 21. KEY MANAGEMENT PERSONNEL COMPENSATION The compensation of director(s) and other member(s) of key management during the period was as follows: 主要管理人員之補償 (Unaudited) For the six months ended 30 June Short-term employee benefits Post-employment benefits CHINA INFRASTRUCTURE INVESTMENT LIMITED Interim Report 2018

44 Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June OPERATING LEASE COMMITMENTS AS LESSEE The Group had total outstanding commitments for future minimum lease payable under non-cancellable operating leases in respect of properties, which fall due as follows: 22. 作為承租人 (Unaudited) (Audited) 30/6/ /12/2017 No later than 1 year Later than 1 year and no later than 5 years The Group has no contingent rentals and sub-lease payments received for the period ended 30 June 2018 and year ended 31 December 中國基建投資有限公司二零一八年中期報告 43