Annual Report 2020
Total Page:16
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CONTENTS 2 Corporate Information 4 Chairman’s Statement 8 Management’s Discussion and Analysis 15 Profile of Directors and Senior Management 19 Corporate Governance Report 26 Report of the Directors 45 Independent Auditor’s Report 50 Consolidated Income Statement 51 Consolidated Statement of Comprehensive Income 52 Consolidated Balance Sheet 54 Consolidated Statement of Changes in Equity 56 Consolidated Statement of Cash Flows 57 Notes to the Consolidated Financial Statements 128 Financial Summany XINYI ENERGY HOLDINGS LIMITED | ANNUAL REPORT 2020 CORPORATE INFORMATION NON-EXECUTIVE DIRECTOR AND CHAIRMAN PRINCIPAL PLACE OF BUSINESS IN CHINA Dr. LEE Yin Yee, B.B.S. (Chairman) ø~ No. 102, Meidiya Road (Resigned on 4 August 2020) E Qiao Town Sanshan District EXECUTIVE DIRECTORS Wuhu Country Auhui Province Mr. LEE Shing Put, B.B.S. (Chairman) ø~ China (Appointed on 4 August 2020) Tan Sri Datuk TUNG Ching Sai PRINCIPAL PLACE OF BUSINESS IN HONG KONG P.S.M, D.M.S.M, J.P. (Vice Chairman) ø< Mr. TUNG Fong Ngai (Chief Executive Officer) ^ Unit 2118-2120, 21/F Mr. LEE Yau Ching Rykadan Capital Tower Ms. CHENG Shu E = No. 135 Hoi Bun Road Kwun Tong, Kowloon INDEPENDENT NON-EXECUTIVE DIRECTORS Hong Kong Mr. LEUNG Ting Yuk* ø<= LEGAL ADVISERS AS TO HONG KONG LAW The Hon. IP Kwok Him, G.B.M., G.B.S., J.P.#+ <= Ms. LYU Fang # ø<= Squire Patton Boggs 29th Floor, Edinburgh Tower * Chairman of audit committee The Landmark # Members of audit committee 15 Queen’s Road Central + Chairman of remuneration committee Hong Kong ø Members of remuneration committee ~ Chairman of nomination committee COMPLIANCE ADVISER < Members of nomination committee ^ Chairman of acquisition committee Lego Corporate Finance Limited = Member of acquisition committee Room 1601, 16/F, China Building 29 Queen’s Road Central COMPANY SECRETARY Hong Kong Mr. TUEN Ling, CPA AUDITOR REGISTERED OFFICE PricewaterhouseCoopers Certified Public Accountants and Registered PIE Auditor Jayla Place 22nd Floor, Prince’s Building Wickhams Cay I Central, Hong Kong Road Town Tortola, VG1110 PRINCIPAL BANKERS British Virgin Islands Bank of China (Hong Kong) Limited Hang Seng Bank Limited The Hongkong and Shanghai Banking Corporation Limited Chiyu Bank Corporation Limited DBS Bank (Hong Kong) Limited China Citic Bank Huishang Bank Corporation Limited 2 XINYI ENERGY HOLDINGS LIMITED | ANNUAL REPORT 2020 CORPORATE INFORMATION PRINCIPAL SHARE REGISTRAR AND TRANSFER KEY DATES OFFICE IN BRITISH VIRGIN ISLANDS Closure of register of members for the purpose of Ocorian Corporate Services (BVI) Limited determining the entitlements to attend and vote at Jayla Place, Wickhams Cay I the Annual General Meeting: PO Box 3190 Tuesday, 25 May 2021 to Friday, 28 May 2021 Road Town, Tortola, VG1110 (both days inclusive) British Virgin Islands Date of Annual General Meeting: Friday, 28 May 2021 HONG KONG SHARE REGISTRAR Closure of register of members for the purpose of determining the entitlements to the final dividend: Computershare Hong Kong Investor Services Limited Thursday, 3 June 2021 to Monday, 7 June 2021 Shops 1712-16, 17th Floor (both days inclusive) Hopewell Centre Proposed final dividend payable date: 183 Queen’s Road East On or about Wednesday, 23 June 2021 Wanchai, Hong Kong WEBSITE http://www.xinyienergy.com SHARE INFORMATION Place of listing: Main Board of The Stock Exchange of Hong Kong Limited Stock Code: 03868 Listing date: 28 May 2019 Board lot: 2,000 ordinary shares Financial year end: 31 December Share price as of the date of this annual report: HK$4.72 Market capitalisation as of the date of this annual report: Approximately HK$33.56 billion 3 XINYI ENERGY HOLDINGS LIMITED | ANNUAL REPORT 2020 CHAIRMAN’S STATEMENT Dear Shareholders On behalf of the board (the “Board”) of director (the “Directors”) of Xinyi Energy Holdings Limited (the “Company” or “Xinyi Energy”). I announce herewith the audited consolidated results of the Company and its subsidiaries (collectively the “Group”) for the year ended 31 December 2020. The novel coronavirus (“COVID-19”) pandemic has caused drastic fluctuations in the global economic and financial environment, resulting in an unprecedented impact on almost all industries and businesses lingered through the whole of 2020. As a solar farm owner and operator, however, the Group was not affected by the economic adversity caused by the pandemic. The revenue contribution from the solar farm business remained stable. As a result of the full performance of the 2019 Portfolio and the new acquisitions in 2020, i.e. 2020 Xinyi Solar Acquisition and 2020 Other Acquisition, the Group’s consolidated revenue increased by 8.1% to HK$1,722.1 million during the year of 2020, and the profit for the year attributable to the equity holders of the Company increased by 3.5% to HK$922.0 million. Basic earnings per share attributable to the equity holders of the Company were 13.44 HK cents for the year ended 31 December 2020, as compared with 15.03 HK cents for 2019. The decrease in the basic earnings per share attributable to the equity holders of the Company in 2020 was primarily due to the increase in number of shares of the Company in issue.The Board proposes to declare a final dividend of 8.5 HK cents per share, representing 100% of the distributable income (the “Distributable Income”) (as defined in the prospectus of the Company dated 15 May 2019), subject to the approval by the shareholders (“Shareholders”) at the forthcoming annual general meeting (“Annual General Meeting”) of the Company. BUSINESS REVIEW Stable revenue contribution from the solar farm portfolio During the year ended 31 December 2020, the total electricity generated from the solar farm portfolio of the Group increased steadily, primarily due to the full performance of the 2019 Portfolio with an aggregated approved capacity of 540 megawatts (“MW”). In 2020, the 2019 Portfolio contributed total revenue of HK$566.9 million, representing an increase of 44.5% as compared with 2019, and 33.1% of the Group’s total revenue from the solar power electricity generation. The Group acquired five solar farm projects (the “2020 Portfolio”) with an aggregated approved capacity of 340 MW during the year ended 31 December 2020. The majority of these acquisitions were completed during the fourth quarter of 2020. Hence, the revenue contributed by the 2020 Portfolio was only HK$35.3 million, representing 2.1% of the total revenue from the solar power electricity generation. The full performance of the 2020 Portfolio will be reflected in the amount of revenue contribution from 2021 onwards. All of the solar farm projects owned and operated by the Group are located in provinces or municipality with a relatively high demand for electricity. Therefore, the Group has not encountered any curtailment problem in electricity generation from its customers, The State Grid Corporation or the China Southern Power Grid, since the commencement of operation. Acquisition of the solar farm projects – 2020 Portfolio In order to cope with the changes in the photovoltaic (the “PV”) industry of the People’s Republic of China (the “PRC”), the Group has transformed its acquisition targets from solar farm projects under the Feed-in-Tariff (the “FiT”) regime to grid-parity or grid-bidding solar farm projects since the second half of 2019, following completion of the 2019 Portfolio acquisition. The Directors believe that the development of these two types of solar farm projects would to a large extent eliminate the risk of delays in subsidy payments and provide better visibility and stability in future cash flows and determination of investment returns. 4 XINYI ENERGY HOLDINGS LIMITED | ANNUAL REPORT 2020 CHAIRMAN’S STATEMENT In 2020, the Group successfully completed the acquisition of the 2020 Portfolio from Xinyi Solar Holdings Limited (“Xinyi Solar”) and independent third parties. They are located in Anhui Province, Hubei Province and Guangdong Province, respectively, with an aggregated approved capacity of 340 MW. Going forward, the Group will continue to give priority to the acquisition of grid-parity and grid-bidding solar farm projects, unless the solar farm projects under the FiT regime are included in the “Renewable Energy Power Generation Project List” (《可再生能源發電項目清單》) (the “List”) and have already received the subsidy payments under the regime. Latest developments regarding the List As the PRC PV industry has become the world-leading industry the subsidy shortfall of the Chinese Renewable Energy Development Fund and the delay in making subsidy payments has been increasingly significant in recent years. Therefore, the PRC government initiated the grid-parity regime in 2019 to resolve the problem of delayed payments of subsidy payments. The Ministry of Finance announced the “Notice on Relevant Review Work on the Projects List of Renewable Energy Power Generation Subsidies” (《關於開展可再生能源發電補貼項目清單審核有關工作的通知》) in March 2020 and the “Notice on Accelerating Relevant Review Work on the Projects List of Renewable Energy Power Generation Subsidies” (《關於加快推進 可再生能源發電補貼項目清單審核有關工作的通知》) in November 2020. These two notices clearly stated the conditions and prerequisites for solar farm projects entering the List during the year. During the year ended 31 December 2020, there were a total of ten Lists published by The State Grid Corporation. Fourteen of the Group’s solar farm projects, with an aggregated approved capacity of 1,184 MW, were successfully added to the List. The Directors expect that the remaining solar farm projects will receive the review approval and be enrolled in the List within the first half of 2021. BUSINESS OUTLOOK From the beginning of 2020, the COVID-19 pandemic caused governments around the world to be increasingly concerned on public health and safety issues. As a result, lockdown measures and different kinds of restrictions on both international and national levels were introduced to reduce the rate of spread of the disease. Consequently, the global economy is in a downturn, especially in countries in Europe and America.