京 投 軌 道 交 通 科 技 控 股 有 限 公 司 BII Railway Transportation
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 京投軌道交通科技控股有限公司 BII Railway Transportation Technology Holdings Company Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1522) ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 AND CHANGE IN MEMBER OF REMUNERATION COMMITTEE The board (the “Board”) of directors (the “Directors”) of BII Railway Transportation Technology Holdings Company Limited (the “Company”) is pleased to announce the consolidated financial results of the Company and its subsidiaries (collectively, the “Group”) for the year ended 31 December 2019. The consolidated financial results set out in this announcement are extracted from the Group’s audited consolidated financial statements for the year ended 31 December 2019 (“2019 financial year” or “FY 2019”). – 1 – CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the year ended 31 December 2019 (Expressed in Hong Kong dollars (“HK$”)) 2019 2018 (Note) Note HK$’000 HK$’000 Revenue 4 1,193,937 453,204 Cost of sales (769,158) (344,389) Gross profit 4(b) 424,779 108,815 Other income 70,758 42,336 Selling, general and administrative expenses (249,725) (77,717) Research expenses (117,928) (33,423) Profit from operations 127,884 40,011 Finance costs 5(a) (27,414) (2,747) Share of profits of joint ventures and associates 25,182 21,375 Fair value change in contingent considerations (6,304) – Profit before taxation 5 119,348 58,639 Income tax 6 (8,865) (5,311) Profit for the year 110,483 53,328 Attributable to: Equity shareholders of the Company 96,870 47,398 Non-controlling interests 13,613 5,930 Profit for the year 110,483 53,328 Earnings per share – Basic (HK$) 7 0.046 0.023 – Diluted (HK$) 7 0.046 0.023 Note: The Group has initially applied IFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, the comparative information is not restated. See Note 3. – 2 – CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 December 2019 (Expressed in HK$) 2019 2018 (Note) HK$’000 HK$’000 Profit for the year 110,483 53,328 Other comprehensive income for the year (after tax): Item that may be reclassified subsequently to profit or loss: – Exchange differences on translation of financial statements into presentation currency (51,058) (37,139) Total comprehensive income for the year 59,425 16,189 Attributable to: Equity shareholders of the Company 44,015 11,441 Non-controlling interests 15,410 4,748 Total comprehensive income for the year 59,425 16,189 Note: The Group has initially applied IFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, the comparative information is not restated. See Note 3. – 3 – CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31 December 2019 (Expressed in HK$) 2019 2018 (Note) Note HK$’000 HK$’000 Non-current assets Property, plant and equipment 175,604 107,415 Intangible assets 228,771 101,438 Goodwill 622,239 62,389 Interests in joint ventures and associates 462,687 413,466 Income tax recoverable 3,934 – Contingent considerations 181 – Deferred tax assets 35,055 18,704 1,528,471 703,412 Current assets Other financial assets 169,680 74,983 Inventories and other contract costs 502,489 79,027 Contract assets 8(a) 424,721 326,726 Trade and other receivables 9 557,594 789,723 Cash on hand and in bank 850,891 1,069,561 2,505,375 2,340,020 Current liabilities Trade and other payables 10 784,340 394,444 Contract liabilities 8(b) 31,568 66,045 Bank and other borrowings 59,876 – Loans from a related party – 342,388 Lease liabilities 5,634 – Current taxation 23,501 24,887 Contingent considerations 73,309 – Provision for warranties 8,628 – 986,856 827,764 Net current assets 1,518,519 1,512,256 Total assets less current liabilities 3,046,990 2,215,668 – 4 – CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued) At 31 December 2019 (Expressed in HK$) 2019 2018 (Note) Note HK$’000 HK$’000 Non-current liabilities Bank and other borrowings 500,000 – Lease liabilities 11,537 – Contingent considerations 207,076 – Deferred tax liabilities 52,497 18,016 Deferred income 1,077 – Provision for warranties 2,263 – 774,450 18,016 NET ASSETS 2,272,540 2,197,652 CAPITAL AND RESERVES 11 Share capital 21,001 21,001 Reserves 2,168,215 2,147,809 Total equity attributable to equity shareholders of the Company 2,189,216 2,168,810 Non-controlling interests 83,324 28,842 TOTAL EQUITY 2,272,540 2,197,652 Note: The Group has initially applied IFRS 16 at 1 January 2019 using the modified retrospective approach. Under this approach, the comparative information is not restated. See Note 3. – 5 – NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in HK$ unless otherwise indicated) 1 CORPORATE INFORMATION The Company was incorporated in the Cayman Islands on 7 January 2011 as an exempted company with limited liability under the Companies Law (2011 Revision), Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The shares of the Company were listed on the Growth Enterprise Market (the “GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 16 May 2012. The listing of the Company’s shares was transferred from the GEM to the Main Board of the Stock Exchange on 6 December 2013. The consolidated financial statements of the Company as at and for the year ended 31 December 2019 comprise the Group and the Group’s interests in joint ventures and associates. The principal activities of the Group are the design, production, implementation and sale, and maintenance of application solutions for the networking and controlling systems of public transport and other companies, the provision of civil communication transmission services, as well as design, implementation and sale of related software, hardware and spare part in utility tunnel areas, and the investment in the railway transportation areas through investing in equity. 2 SIGNIFICANT ACCOUNTING POLICIES (a) Statement of compliance These financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the International Accounting Standards Board (the “IASB”) and the applicable disclosure requirements of the Hong Kong Companies Ordinance. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”). The IASB has issued certain new and revised IFRSs that are first effective or available for early adoption for the current accounting period of the Group. Note 3 provides information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior accounting periods reflected in these financial statements. (b) Basis of preparation of the financial statements The consolidated financial statements for the year ended 31 December 2019 comprise the Group and the Group’s interests in joint ventures and associates. The measurement basis used in the preparation of the financial statements is the historical cost basis except that the following assets are stated at their fair value as explained in the accounting policies set out below: – investments in debt investments; – contingent considerations; and – options – 6 – The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 3 CHANGES IN ACCOUNTING POLICIES The IASB has issued a new IFRS, IFRS 16, Leases, and a number of amendments to IFRSs that are first effective for the current accounting period of the Group. Except for IFRS 16, Leases, none of the other developments has had a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. IFRS 16, Leases IFRS 16 replaces IAS 17, Leases, and the related interpretations, IFRIC 4, Determining whether an arrangement contains a lease, SIC 15, Operating leases – incentives, and SIC 27, Evaluating the substance of transactions involving the legal form of a lease. It introduces a single accounting model for lessees, which requires a lessee to recognise a right-of-use asset and a lease liability for all leases, except for leases that have a lease term of 12 months or less (“short-term leases”) and leases of low value assets.