Annual Report 2017 Contents
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京投軌道交通科技控股有限公司 (Incorporated in the Cayman Islands with limited liability) Stock code: 1522 Hong Kong Beijing ANNUAL REPORT 2017 CONTENTS Corporate Information 2 Financial Highlights 3 Chairman’s Statement 4 Management Discussion and Analysis 11 Biographical Details of Directors and 18 Senior Management Directors’ Report 24 Corporate Governance Report 39 2017 ESG Reporting 52 Independent Auditor’s Report 80 Consolidated Statement of Profit or Loss 90 Consolidated Statement of Profit or Loss and 91 Other Comprehensive Income Consolidated Statement of Financial Position 92 Consolidated Statement of Changes in Equity 93 Consolidated Cash Flow Statement 95 Notes to the Financial Statements 96 CORPORATE INFORMATION BOARD OF DIRECTORS AUDITORS Executive Directors KPMG Mr. Cao Wei (Vice Chairman) Certified Public Accountants (appointed as Vice Chairman on 28 February 2017) Ms. Xuan Jing (Chief Executive Officer) LEGAL ADVISERS TO THE COMPANY (appointed as Chief Executive Officer Chiu & Partners on 28 February 2017) PRINCIPAL BANKER Non-Executive Directors The Hongkong and Shanghai Banking Corporation Mr. Guan Jifa (Chairman) Limited (appointed as Chairman on 28 February 2017) Mr. Hao Weiya REGISTERED OFFICE Mr. Ren Yuhang Cricket Square (appointed on 28 February 2017) Hutchins Drive Mr. Zheng Yi P.O. Box 2681 (appointed on 25 August 2017) Grand Cayman, KY1-1111 Cayman Islands Independent Non-Executive Directors Mr. Bai Jinrong HEAD OFFICE AND PRINCIPAL Mr. Luo Zhenbang (CPA) PLACE OF BUSINESS IN HONG KONG Mr. Huang Lixin Unit 4407, 44/F, COSCO Tower 183 Queen’s Road Central, Sheung Wan, Hong Kong AUTHORISED REPRESENTATIVES PURSUANT TO RULE 3.05 OF THE PRINCIPAL SHARE REGISTRAR AND LISTING RULES TRANSFER OFFICE Ms. Xuan Jing SMP Partners (Cayman) Limited (appointed on 29 December 2017) Royal Bank House – 3rd Floor Ms. Siy Ling Lung 24 Shedden Road (appointed on 17 October 2017) P.O. Box 1586 Grand Cayman, KY1-1110 COMPANY SECRETARY Cayman Islands Ms. Siy Ling Lung (appointed on 17 October 2017) BRANCH SHARE REGISTRAR AND TRANSFER OFFICE AUDIT COMMITTEE Tricor Investor Services Limited Mr. Luo Zhenbang (CPA) (Chairman) Level 22, Hopewell Centre Mr. Bai Jinrong 183 Queen’s Road East Mr. Huang Lixin Wanchai, Hong Kong REMUNERATION COMMITTEE WEBSITE Mr. Bai Jinrong (Chairman) www.biitt.cn Mr. Cao Wei Mr. Huang Lixin STOCK CODE 1522 NOMINATION COMMITTEE Mr. Guan Jifa (Chairman) (appointed as Chairman on 28 February 2017) Mr. Bai Jinrong Mr. Huang Lixin 2 BII Railway Transportation Technology Holdings Company Limited Annual Report 2017 FINANCIAL HIGHLIGHTS For the eighteen months For the ended year ended For the year ended 31 December 31 December 30 June 2017 2016 2015 2014 2013 Key profit or loss items (HK$ Thousand) Revenue 564,587 479,309 320,782 657,241 254,135 Gross profit 113,286 103,985 121,452 233,369 98,143 Profit attributable to equity shareholders of the Company 38,554 25,728 22,945 65,042 59,042 As at 31 December As at 30 June 2017 2016 2015 2014 2013 Key statement of financial position items (HK$ Thousand) Non-current assets 731,123 654,271 315,212 261,007 133,303 Current assets 1,981,904 1,840,626 1,231,066 1,165,578 559,275 Total liabilities 498,918 378,370 324,776 426,999 203,226 Equity attributable to equity shareholders of the Company 2,194,076 2,104,699 1,211,100 985,621 483,255 Financial year 2017 2016 2015 2014 2013 Return to shareholders Earnings per share – Basic (HK$ cent) 1.8 1.7 1.7 6.0 7.4 – Diluted (HK$ cent) 1.8 1.7 1.7 5.9 7.3 Revenue (HK$ Thousand) Gross profit (HK$ Thousand) Profit attributable to equity shareholders of the Company (HK$ Thousand) 2013 2014# 2015 2016 2017 2013 2014# 2015 2016 2017 2013 2014# 2015 2016 2017 # For the eighteen months ended 31 December 2014 BII Railway Transportation Technology Holdings Company Limited Annual Report 2017 3 CHAIRMAN’S STATEMENT Guan Jifa, Chairman On behalf of the board (the RESULTS For FY 2017, the Group recorded revenue of “Board”) of directors (the approximately HK$564.6 million, representing an “Directors”) of BII Railway increase of approximately HK$85.3 million or 17.8% as compared to revenue of approximately HK$479.3 million Transportation Technology for the year ended 31 December 2016 (“FY 2016”). For Holdings Company Limited (the FY 2017, profit attributable to equity shareholders of the Company amounted to approximately HK$38.6 million, “Company”), I am pleased to representing an increase of approximately HK$12.9 present the annual results of the million or 50.2% as compared to approximately HK$25.7 million for FY 2016. Company and its subsidiaries (together referred to as the DIVIDENDS The Board recommended payment of a dividend of “Group”) for the year ended 31 HK$21,047,867.27 for FY 2017 (FY 2016: Nil) in December 2017 (“FY 2017”). consideration of the growth of results of the Group and as a reward for the long-term support of shareholders. 4 BII Railway Transportation Technology Holdings Company Limited Annual Report 2017 Chairman’s Statement (continued) BUSINESS OVERVIEW In August 2017, in order to better promote the As at 31 December 2017, the total number of issued development of the Company, bring the shareholders’ shares of the Company was 2,104,786,727 shares. effect into full play and facilitate the synergistic development of businesses, the Company officially 2017 is an important year for the implementation of the changed its name from “China City Railway “13th Five-Year Plan” as well as a crucial year for the Transportation Technology Holdings Company Limited” Group to grasp the chance to realise transformation and to “BII Railway Transportation Technology Holdings upgrade. Under the accurate guidance of the controlling Company Limited”. shareholder Beijing Infrastructure Investment Co., Ltd.* (北京市基礎設施投資有限公司) (“BII”), the Group Intelligent Railway Transportation Services leveraged on the industrial layout of “one body-two As a Hong Kong-listed company which provides wings, two-wheel drive” and overseas capital market, comprehensive application solutions as well as operation and meanwhile the Group firmly seised the development and maintanence services at both network-level and opportunities arising from railway transportation line-level, BII Transportation Technology (Beijing) Co., construction in Beijing and continuously optimised its Ltd.* (北京京投億雅捷交通科技有限公司) (“BII ERG”), business structure to steadily carry out various operational a subsidiary of the Company, acquired three projects, works. In 2017, besides consolidating its principal including the Multiple Line Centre (“MLC”) Project businesses, the Group also gradually transformed from under the Phase II Technical Renovation Project of the “System Integration + Operational Maintanence” to Automatic Fare Collection System (“AFC”) of Railway “Giving Priority to Intelligent Railway Transportation Transportation in Beijing (“Phase II Beijing Fare Services and Civil Communication Transmission Services Renovation Project”), with a total contract amount and Supplementing with New Business Development of approximately RMB120.0 million from April to June through Joint Ventures and Partnership” through 2017. This is another MLC project that BII ERG secured analysing market dynamics. In addition, the Group from Beijing Subway Operation Co., Ltd (“Beijing embarked on expansion through taking a gradual Subway Operation”), Beijing MTR Corporation Limited approach of switching from “Anchoring in Beijing and (北京京港地鐵有限公司) (“BJMTR”) after participating Hong Kong” to “Anchoring in Beijing, Hong Kong in Phase I MLC Project of Beijing Subway Operation in and Radiating the Whole Country” and acquiring 2010, which strengthened the leading position of the projects outside Beijing in Chengdu, Shenzhen and Group in the MLC construction field. Changchun. The Group’s core business, which involves the investment, financing, construction, operation and In January 2017, BII ERG, as the leading party won the maintanence of urban rail transit construction, realises tender of the Surveillance Centre Construction Project of the business layout of providing the whole life-cycle Phase II Beijing Fare Renovation Project of Beijing Metro service for the development of urban rail transit and is Network Administration Co., Ltd (北京軌道交通路網管理 one of the platforms for BII to promote the development 有限公司) (“Beijing Metro Network”) by way of joint of railway transportation. Through giving full play to bid and entered into a contract in February, of which the its industrial strengths and promoting the synergistic contract amount is approximately RMB32.4 million; in development of its subsidiaries, the Group continuously December 2016, BII ERG won the tender of Auto Fare built up core competitive strength and created a positive Collection Clearing Center (“ACC”) System Renovation development trend. Project of Phase II Beijing Fare Renovation Project of Beijing Metro Network and entered into a contract with an effective period from 1 January 2017 to 1 January 2020 and a contract amount of approximately RMB48.0 million. BII Railway Transportation Technology Holdings Company Limited Annual Report 2017 5 Chairman’s Statement (continued) In January 2017, BII ERG won the tender of the operation In 2017, in accordance with the business characteristics and maintenance services for comprehensive platform of the internet sales and two-dimensional code gate and integrated system for integrated management scanning of Beijing Subway network, BII ERG designed and control project of Beijing Metro Network (2017- and developed the first system