Contents Corporate information 2 Financial highlights 4 Chairman’s statement 6 Management discussion and analysis 9 Directors and senior management 22 Corporate governance report 26 Environmental, social and governance report 36 Report of the board of directors 61 Independent auditor’s report 71 Consolidated statement of profit or loss and other comprehensive income 76 Consolidated statement of financial position 77 Consolidated statement of cash flows 79 Consolidated statement of changes in equity 81 Notes to the consolidated financial statements 83 Major properties information 161 Financial summary 162 Corporate information Directors Compliance officer Chairman and non-executive Director: Mr. Xie Bingmu Mr. Yan Zhi Authorised representatives Vice chairman and non-executive Director: Mr. Xie Bingmu Mr. Lei Dechao (Appointed on 12 December 2018) Ms. Hui Wai Man, Shirley Executive Directors: Mr. Xie Bingmu Company secretary Mr. Zhang Jiwei Ms. Hui Wai Man, Shirley Ms. Liu Qin (Resigned on 22 June 2018) Auditor Non-executive Director: Grant Thornton Hong Kong Limited Mr. Xia Yu (Resigned on 12 December 2018) Certified Public Accountants Independent non-executive Directors: Legal advisers Mr. Lee Kang Bor, Thomas, LLM, FCCA, FCPA Sidley Austin Dr. Mao Zhenhua Maples and Calder Mr. Wong Wai Keung, Frederick FCA, FCPA Audit committee members Company website www.cilgl.com Mr. Lee Kang Bor, Thomas, LLM, FCCA, FCPA (chairman) Mr. Lei Dechao (Appointed on 12 December 2018) Dr. Mao Zhenhua Principal bankers Mr. Wong Wai Keung, Frederick FCA, FCPA Bank of Communications Mr. Xia Yu (Resigned on 12 December 2018) Hubei Province, Wuhan Jiangan Branch, the PRC Remuneration committee members Minsheng Bank Mr. Lee Kang Bor, Thomas, LLM, FCCA, FCPA (chairman) Wuhan Qiaokou Branch, the PRC Mr. Lei Dechao (Appointed on 12 December 2018) Dr. Mao Zhenhua China Merchants Bank Mr. Wong Wai Keung, Frederick FCA, FCPA Wuhan Branch, the PRC Mr. Xia Yu (Resigned on 12 December 2018) Bank of Hankou Nomination committee members Yangluo Branch, the PRC Mr. Wong Wai Keung, Frederick FCA, FCPA (chairman) Mr. Lei Dechao (Appointed on 12 December 2018) China CITIC Bank International Limited Mr. Lee Kang Bor, Thomas, LLM, FCCA, FCPA Hong Kong Dr. Mao Zhenhua Mr. Xia Yu (Resigned on 12 December 2018) Head office Suite 2101, 21/F., Two Exchange Square 8 Connaught Place Central, Hong Kong 2 China Infrastructure & Logistics Group Ltd. ANNUAL REPORT 2018 Corporate information Principal share registrar and transfer Registered office office P.O. Box 309, Ugland House SMP Partners (Cayman) Limited Grand Cayman, KY1-1104 Royal Bank House — 3rd Floor Cayman Islands 24 Shedden Road P.O. Box 1586 Contact details Grand Cayman, KY1-1110 Phone : (852) 3158-0603 Cayman Islands Fax : (852) 3011-1279 Email : [email protected] Hong Kong branch share registrar and transfer office Stock Code Computershare Hong Kong Investor Services Limited 1719 17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong ANNUAL REPORT 2018 China Infrastructure & Logistics Group Ltd. 3 Financial highlights Review highlights Year ended 31 December 2018 2017 HK$’000 HK$’000 Revenue 262,505 234,446 Cost of services rendered (131,628) (125,668) Gross profit 130,877 108,778 Other income 32,894 61,747 General, administrative and other operating expenses (47,390) (40,791) Operating profit/EBITDA 116,381 129,734 Finance costs – net (21,880) (22,614) EBTDA 94,501 107,120 Depreciation and amortisation (30,854) (25,685) Change in fair value of investment properties 41,718 14,278 Share of profit of an associate 755 99 Profit before income tax 106,120 95,812 Income tax expense (26,903) (19,636) Profit for the year 79,217 76,176 Non-controlling interests (7,958) (9,381) Profit attributable to owners of the Company 71,259 66,795 4 China Infrastructure & Logistics Group Ltd. ANNUAL REPORT 2018 Financial highlights Throughput of Container (TEUs) 2018 593,009 2017 510,078 2016 405,384 2015 410,308 2014 402,748 0 100,000 200,000 300,000 400,000 500,000 600,000 Market Share (%) 2018 41% 2017 43% 2016 37% 2015 39% 2014 40% 0 10 20 30 40 50 Revenue (HK$ million) 2018 262.5 2017 234.4 2016 207.0 2015 190.1 2014 186.5 0 50 100 150 200 250 Profit attributable to owners of the Company (HK$ million) 2018 71.26 2017 66.80 2016 68.91 2015 52.63 2014 44.45 0 20 40 60 80 ANNUAL REPORT 2018 China Infrastructure & Logistics Group Ltd. 5 Chairman’s Statement Chairman’s statement On behalf of the board of directors (the “Directors”) (the “Board”) of the Company and its subsidiaries (collectively, the “Group”), I am pleased to present to our Shareholders the Company’s results for the year ended 31 December 2018. Review of operations and results The successful transfer of the listing of its shares from GEM to the Main Board (the “Transfer of Listing”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) marked an important milestone for the Company. The successful Transfer of Listing again demonstrated the Company’s position as one of the leading port developers and operators in the Yangtze River Basin of Hubei Province in the PRC and recognised the excellence of our management team and members of staff who have contributed to our success. With the enhanced reputation comes along with the Main Board listing, we believe our Group’s profile will be further enhanced, and trading liquidity of our shares and recognitions by potential investors will significantly improve, all are important drivers for future growth and business development of our Group. For the year ended 31 December 2018, I am pleased to report to the shareholders of the Company (the “Shareholder”) that the Group has continued to deliver satisfactory results. Despite fierce competitions from neighboring ports, net profit attributable to owners of the Company was HK$71.26 million (2017: HK$66.80 million). Main drivers of results contributions came from the warehouse leasing of the property business from the Hannan Port, terminal & related business and integrated logistics business of the WIT Port and the Multi-Purpose Port together with the fair value gains on investment properties. Future outlooks In 2018, the economy of Hubei Province went strong in the beginning of the year and continued to progress steadily with improved quality. Its total economy reached the RMB trillion mark and continued to go strong. Various favourable factors have been increasing, laying a solid foundation for Hubei Province’s development. As reported by the National Bureau of Statistics of China, Hubei Province’s GDP reached RMB3.94 trillion in 2018, representing an increase of 10.96% as compared with 2017, higher than the national GDP growth of 1.2%. However, considering that future growth may be affected by the external economic environment, and that the central government would like to see the lowering of national debt level, the market will remain cautious, and the task of maintaining the rapid growth will face difficulty. ANNUAL REPORT 2018 China Infrastructure & Logistics Group Ltd. 7 Chairman’s statement Looking ahead, the Group continues to maintain a positive view towards the future prospects of port businesses, especially for the inner ports, in the PRC. It provides comprehensive services which encompass solutions and services including port services, multimodal logistics transportation, port processing trade and construction of infrastructure facilities, and in such a way it is able to build a leading logistics ecosystem domestically and become a service provider and operator of modern logistics and infrastructure facilities. However, we still anticipate competitions from the neighboring ports to continue until the established of the joint venture company for centralisation of operating and management of the ports, including the ports operated by our Group as well as other competing ports, in the Yanglou Port area as negotiations and finalization of terms thereof with other ports are still ongoing. In the meantime, we will continue with our strategies of tariff alignment with neighbouring ports and quality and services enhancement to our customers. Acknowledgement Finally, I would like to extend my heartfelt gratitude to all our Shareholders for their continued support and to our customers and banks for their trust, encouragement and recognition. Meanwhile, I would also like to thank all members of the Board for their valuable contributions and support, and all our staff and the management team for their hard work and devotion. Yan Zhi Chairman Hong Kong, 26 March 2019 8 China Infrastructure & Logistics Group Ltd. ANNUAL REPORT 2018 Management discussion and analysis Review of operations Overall business environment The principal activities of China Infrastructure & Logistics Group Ltd. (formerly known as CIG Yangtze Port PLC) (the “Company”) and its subsidiaries (collectively, the “Group”) are investment in and the development, operation and management of container and other ports, and the provision of port related, logistics and other services including integrated logistics, port and warehouse leasing and the supply chain management and trading services, mainly conducted through its various ports, including the WIT Port（武漢陽邏港）, the Multi-Purpose Port（通用港口）, the Hannan Port（漢南港）, the Shayang Port（沙洋港）and the Shipai Port（石牌港）, all located in the Yangtze River Basin in Hubei Province, the People’s Republic of China (the “PRC”). The WIT Port and the Multi-Purpose Port The WIT Port is located along the Yangtze River in the Yangluo Economic Development Zone, Wuhan, Hubei Province, the PRC. The strong and well established industrial base of Wuhan featuring operators in major industries, including automobile and its components, chemical, steel, textile, machinery and equipment as well as those in the construction materials businesses have been and will continue to be the principal providers of gateway cargoes to the WIT Port.