HAR19120033 E Guangdong Yueyun AR19()
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(A JOINT STOCK LIMITED COMPANY INCORPORATED IN THE People’S REPUBLIC OF CHINA WITH LIMITED LIABILITY) (於中華人民共和國註冊成立的股份有限公司) STO股份代號CK CO : 03399DE : 03399 Strengthen the core business and enact reformation Steady creation of a "travel service" network platform 2019 ANNUAL REPORT For identification purposes only PB GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED2 GUANGDON2 G YUEGUANYUNG TRANSPORDONG YUETYAUNTION TRANSPOR COMPANTYA TLIMIIONT COMPANED Y LIMITED Annual Report 2019 4 Annual Report 2019Annual Report4 2019 4 Company Profile Guangdong Yueyun Transportation Company Limited (the “Company”, and together with its subsidiaries, the “Group”) is an integrated transportation service providers. The Company was established in 1999 and became listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock code: 03399) in 2005. Currently, the total share capital of the Company is 799,847,800 shares, with approximately 74.12% being held by its controlling shareholder, Guangdong Provincial Communication Group Company Limited (“GCGC”), and approximately 25.88% being held by H shareholders. The Group is principally engaged in the travel services business which is categorized into: • Road Passenger Transportation and Auxiliary Facilities • Expressway Service Zone Operation › Energy Business › Retail Business › Merchant Solicitation Business › Advertising Business • Operation of Taiping Interchange The strategic positioning employed by the Company’s “13th Five-Year” Development Plan for the Group: utilise its advantages in transportation resources and focus on “travel” and “logistics”, focus on creating a travelling service integrated platform and a logistic network operation platform, further develop the transportation resources and endeavor to become an integrated transportation service group at international level. Contents COMPANY OVERVIEW CORPORATE GOVERNANCE Company Profile Directors, Supervisors and Company Information 2 Senior Management 50 Business Overview of the Company 4 Corporate Governance Report 58 Company Structure 14 Directors’ Report 75 Financial Highlights 15 Supervisors’ Report 109 Major Events 17 Investment Value of the Company 21 FINANCIAL STATEMENTS Auditor’s Report 112 CHAIRMAN’S STATEMENT 24 Consolidated Balance Sheet 118 MANAGEMENT DISCUSSION Company Balance Sheet 121 Consolidated Income Statement 124 AND ANALYSIS Company Income Statement 126 Business Review 32 Consolidated Cash Flow Statement 127 Financial Review 37 Company Cash Flow Statement 129 Potential Risks Exposure 47 Consolidated Statement of Five-Year Financial Summary 49 Changes in Shareholders’ Equity 131 Company Statement of Changes in Shareholders’ Equity 133 Notes to the Financial Statements 135 COMPANY INFORMATION LEGAL NAME OF THE COMPANY BOARD OF DIRECTORS Guangdong Yueyun Transportation Company Limited Executive Directors Xuan Zongmin Tang Yinghai STOCK CODE Yao Hanxiong 03399 Wen Wu Zhang Xian REGISTERED OFFICE Non-Executive Directors 8th Floor Chen Min No.1731-1735 Airport Road Chen Chuxuan Baiyun District Guangzhou Independent Non-Executive Directors Guangdong Province Jin Wenzhou People’s Republic of China Lu Zhenghua Wen Huiying Zhan Xiaotong PLACE OF BUSINESS IN HONG KONG COMPANY SECRETARY Rooms 3108 – 3112, Zhang Li 31/F, Hong Kong Plaza, 188 Connaught Road West, Hong Kong 2 GUANGDONGGUAGUGUAUANGDNGNGDG ONGONONGNG YUYYUEYUNUEYUEEYYUYUNNT TTRANSPORTATIONRANRRAANANSPOSPPOORTARRTTAATIOTTIIOIONNC COMPANYCOMPOMOMPMPANYANNYN LIMITEDLILIMITMITTEDED COMPANY INFORMATION AUTHORISED REPRESENTATIVES LEGAL ADVISER Xuan Zongmin Paul Hastings Tang Yinghai 21-22/F, Bank of China Tower 1 Garden Road Hong Kong AUDITOR KPMG Huazhen LLP HONG KONG H SHARE REGISTRAR (Public Interest Entity Auditor recognised in accordance with the Financial Reporting Council Ordinance) AND TRANSFER OFFICE 8th Floor, KPMG Tower Oriental Plaza Computershare Hong Kong Investor Services Limited 1 East Chang An Avenue 17M Floor, Hopewell Centre ’ Beijing 183 Queen s Road East PRC Wanchai Hong Kong PRINCIPAL BANKS Industrial & Commercial Bank of China China Merchants Bank China CITIC Bank Agricultural Bank of China AnnualAnnAAnnnnnualuauaal ReportReReporpoporort2t 201920190011919 3 BUSINESS OVERVIEW OF THE COMPANY The terminals operated by the Group include tier 1 passenger transportation terminals, tier 2 passenger transportation terminals, tier 3 passenger transportation terminals and other passenger transportation terminals, which distributed in every major cities and counties in Guangdong province. The specific compositions of coach terminals of the Company are as follows: Unit: No. of terminals As of As of Project 31 December 31 December 2019 2018 Tier 1 terminals 13 10 Tier 2 terminals 31 28 Tier 3 terminals 17 15 Other terminals 29 27 Total 90 80 The passenger transportation vehicles of the Group mainly include road passenger transportation vehicles, urban public transportation vehicles and taxis, the specific compositions are as follows: BUS STATION BUS STATION 4 GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED BUSINESS OVERVIEW OF THE COMPANY Distribution of passenger Distribution map of passenger transportation transportation terminals terminals of the Company with operating rights of the Group Annual Report 2019 5 BUSINESS OVERVIEW OF THE COMPANY Transportation network of the Group’s passenger transportation in Guangdong province Distribution map of passenger transportation routes Guangzhou Yueyun Route Heyuan Yueyun Route Zhaoqing Yueyun Route Qingyuan Yueyun Route Yueyun Langri Route Shaoguan Yueyun Route Shanwei Yueyun Route Chaozhou Yueyun Route Meizhou Yueyun Route Guangdong and Hong Kong Route 6 GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED BUSINESS OVERVIEW OF THE COMPANY The passenger transportation vehicles of the Group mainly include road passenger transportation vehicles, urban public transportation vehicles and taxis, the specific compositions are as follows: As of As of 31 December 31 December 2019 2018 Taxis 809 817 Urban Public Transportation Vehicles 5679 4446 Road Passenger Transportation Vehicles 4604 4691 Total 11092 9954 COACHES OPERATED BUS STATION Annual Report 2019 7 BUSINESS OVERVIEW OF THE COMPANY The composition of major resources in expressway service zones of the Group: Unit: Number As of As of Major resources 31 December 31 December Distribution map of Yueyun 2019 2018 Energy’s Gas Stations Expressway service zones 330 290 Gas stations 180 169 Self-operated convenience Self-operated gas station stores (service zones) 329 285 Expressway media 583 516 Outsourced gas station YUEYUN ENERGY YUEYUN ENERGY 8 GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED BUSINESS OVERVIEW OF THE COMPANY Distribution of service zones and distribution of self-operated gas stations of the Group Annual Report 2019 9 BUSINESS OVERVIEW OF THE COMPANY Distribution of retail business of the Group Distribution map of Loyee chain convenience stores Service Urban area zone store store Terminal Expressway store life store 10 GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED BUSINESS OVERVIEW OF THE COMPANY LOYEE CONVENIENCE STORE LOYEE CONVENIENCE STORE LOYEE CONVENIENCE STORE Annual Report 2019 11 BUSINESS OVERVIEW OF THE COMPANY Distribution of retail business of the Group DAHUAI SERVICE AREA Distribution map of expressway service zones Service zone in operation Service zone under construction Service zone project DAHUAI SERVICE AREA DAHUAI SERVICE AREA 12 GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED BUSINESS OVERVIEW OF THE COMPANY Annual Report 2019 13 COMPANY STRUCTURE THE COMPANY STRUCTURE AS AT 31 DECEMBER 2019: Guangdong Provincial Holders of H shares Communication Group Company 74.12% 25.88% Guangdong Yueyun Transportation Company Limited 100% Guangdong Yueyun Development Co., Ltd. 20% Guangdong Vehicles 10% Qingyuan Yueyun Vehicles Transportation Co., Ltd. 61.75% Transportation Group Co., Ltd 10% Guangdong Yueyun Langri Co., Ltd. 51% 10% Shanwei Yueyun Vehicles Transportation Co., Ltd. 51% 10% Shaoguan Yueyun Vehicles Transportation Co., Ltd. 59.69% 10% Heyuan City Yueyun Motor Transportation Co., Ltd 55.28% 10% Guangzhou Yueyun Transportation Co., Ltd. 100% 10% Zhaoqing City Yueyun Motor Transportation Co., Ltd. 59.62% 10% Guangdong Top-E Expressway Service Zone Company Limited 95.56% Foshan City Sanshui District Yueyun Traffic Co., Ltd. 51% Foshan City Yueyun Public Transportation Co., Ltd. 51% 40% Meizhou Yueyun Vehicles Transportation Company Limited 100% Zhongshan City Yueyun Tongxing Transportation Co., Ltd 51% Guangdong Highway Media Company Limited 60% The Motor Transport Company of Guangdong and Hong Kong Limited 62% The Motor Transport Company of Guangdong and Hong Kong (Guangzhou) Limited 62% Maoming City Dianbai District Yueyun Vehicles Transportation Co., Ltd. 51% Guangdong Province Transportation Engineering Company Limited 100% Guangdong Yueyun Traffic Rescue Co., Ltd. 100% Chaozhou City Yueyun Motor Transportation Co., Ltd. 100% Zhuhai City Gongyun Bus Station Company Limited 100% Yueyun Transportation (HK) Company Limited 100% 14 GUANGDONG YUEYUN TRANSPORTATION COMPANY LIMITED FINANCIAL HIGHLIGHTS 31 December 31 December 2019 2018 RMB’ 000 RMB’ 000 Change (Restated) Results highlights Operating income Travel service 6,177,880 5,588,025 11% Material logistics 472,365 936,921 (50%) Others 6,968 6,902 1% Total operating income 6,657,213 6,531,848 2% Gross profit Travel service 1,038,117 1,107,086 (6%) Material logistics 14,340 51,367 (72%) Others 760 (374) (303%) Total gross profit 1,053,217 1,158,079 (9%) Taxes and surcharges