二零一三年年報 ANNUAL REPORT 2013 ANNUAL REPORT 2013 ANNUAL REPORT 二零一三年年報 WE ARE HERE TO PROVIDE CLEAN ENERGY CONTENTS 1. Company Profile 2 2. Operation & Financial Highlights 6 3. Chairman’s Statement 10 4. Management Discussion and Analysis 14 5. Directors and Senior Management 25 6. Directors’ Report 29 7. Corporate Governance Report 36 8. Independent Auditor’s Report 44 9. Consolidated Statement of Comprehensive Income 46 10. Consolidated Balance Sheet 47 11. Balance Sheet 49 12. Consolidated Statement of Changes in Equity 50 13. Consolidated Statement of Cash Flows 51 14. Notes to the Consolidated Financial Statements 52 15. Five Year Financial Summary 120 2 Annual Report 2013 COMPany PrOFIle BOARD OF DIRECTORS AUTHORIZED REPRESENTATIVES Executive Directors Mr. Feng Yi Mr. Hung, Man Yuk Dicson Mr. Zhang Yingcen (Chairman) Mr. Xian Zhenyuan Mr. Hu Xiaoming Mr. Feng Yi COMPANY SECRETARY Mr. Sun Heng Mr. Hung, Man Yuk Dicson FCCA, HKICPA Ms. Li Tao Independent Non-executive Directors HEAD OFFICE IN THE PRC Mr. Cao Zhibin Mr. Li Liuqing 4th Floor, Mr. Zhang Jiaming Tian Lun Group Building, Ms. Zhao Jun No.6 Huang He East Road, Zheng Dong Xin District, Zhengzhou City, AUDIT COMMITTEE Henan Province, the PRC Mr. Li Liuqing (Chairman) Mr. Zhang Jiaming PRINCIPAL PLACE OF BUSINESS Ms. Zhao Jun IN HONG KONG Unit 1603, 16th Floor REMUNERATION COMMITTEE 100 Queen’s Road Central Central Ms. Zhao Jun (Chairperson) Hong Kong Mr. Zhang Yingcen Mr. Zhang Jiaming REGISTERED OFFICE NOMINATION COMMITTEE Clifton House 75 Fort Street Mr. Zhang Yingcen (Chairman) PO Box 1350 Ms. Zhao Jun Grand Cayman Mr. Zhang Jiaming KY1-1108 Cayman Islands 3 China Tian LUN GAS HOLDINGS LIMITED COMPany PrOFIle CAYMAN ISLANDS PRINCIPAL BANKERS SHARE TRANSFER OFFICE China Construction Bank Corporation Appleby Trust (Cayman) Ltd Bank of China Limited Clifton House The Hongkong and Shanghai Banking Corporation Limited 75 Fort Street PO Box 1350 Grand Cayman STOCK CODE KY1-1108 Cayman Islands 01600 HONG KONG BRANCH INVESTOR RELATIONS SHARE Registrar and Telephone: 86 371 6370 7151 TRANSFER OFFICE Fax: 86 371 6397 9930 E-mail: [email protected] Computershare Hong Kong Investor Services Limited Website: www.tianlungas.com Rooms 1712-1716, Address: Department of Investor Relations, 17th Floor, 4th Floor, Tian Lun Group Building, Hopewell Centre, No.6 Huang He East Road, 183 Queen’s Road East, Zheng Dong Xin District, Wanchai, Hong Kong Zhengzhou City, Henan Province, the PRC Zip Code: 450003 AUDITOR PricewaterhouseCoopers 22nd Floor, Prince’s Building, Central, Hong Kong LEGAL ADVISER AS TO Hong Kong LAWS Loong & Yeung Suites 2001-2005, 20th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong 4 Annual Report 2013 BUSIneSS RegIONS Urban Gas Project ● Transportation Gas Project ● Gas Source Base ● Henan Hebi City ●●● High-tech District in Puyang City ● Xinye County ●● Shilin Industrial Assemble Zone ● Shangqiu City ● Weishi County ●● Heqi Industrial Assemble Zone ● Minquan County ●● Three Industrial Parks ● Xuchang City ●●● Yucheng County ● in Weishi County ●●● New District in Xuchang ● Song County ●● Lankao County ● Shangjie District in Zhengzhou City ●●● Luoyang City Jilin Jilin Dunhua City ● Baicheng City ● Shuangyang District ●● Panshi City ●● Tongyu County ●● Changchun Airport Economic Zone ● Da’an City ●●● Zhenlai County ●● Yitong Manchu Autonomous County ● Jiutai City ●●● Nong’an County ● Changling County ● Hebei Yunnan Huize County ● Yanshan County ● Honghe Prefecture ● Shandong Gejiu City ● Ludian County ● Hekou County ● Guangnan County ● Gansu Henan Shandong Cao County ● Gaoxin District in Heze City ● Dongming County ● Shan County ● Chongqing Guangxi Gansu Luzhai County ● Baiyin City ●● Hunan Guanyang County ● Jingtaizheng Road Industy Park ● Gulang County ●● Yunnan Hunan Chongqing Guangxi Guangdong Dongkou County ●● Kai County ● Hebei Guangdong Xingtai City ● Ceramic Industrial Park in Chaozhouhoou City ● 5 China Tian LUN GAS HOLDINGS LIMITED Urban Gas Project ● Transportation Gas Project ● Gas Source Base ● Henan Hebi City ●●● High-tech District in Puyang City ● Xinye County ●● Shilin Industrial Assemble Zone ● Shangqiu City ● Weishi County ●● Heqi Industrial Assemble Zone ● Minquan County ●● Three Industrial Parks ● Xuchang City ●●● Yucheng County ● in Weishi County ●●● New District in Xuchang ● Song County ●● Lankao County ● Shangjie District in Zhengzhou City ●●● Luoyang City Jilin Jilin Dunhua City ● Baicheng City ● Shuangyang District ●● Panshi City ●● Tongyu County ●● Changchun Airport Economic Zone ● Da’an City ●●● Zhenlai County ●● Yitong Manchu Autonomous County ● Jiutai City ●●● Nong’an County ● Changling County ● Hebei Yunnan Huize County ● Yanshan County ● Honghe Prefecture ● Shandong Gejiu City ● Ludian County ● Hekou County ● Guangnan County ● Gansu Henan Shandong Cao County ● Gaoxin District in Heze City ● Dongming County ● Shan County ● Chongqing Guangxi Gansu Luzhai County ● Baiyin City ●● Hunan Guanyang County ● Jingtaizheng Road Industy Park ● Gulang County ●● Yunnan Hunan Chongqing Guangxi Guangdong Dongkou County ●● Kai County ● Hebei Guangdong Xingtai City ● Ceramic Industrial Park in Chaozhouhoou City ● 6 Annual Report 2013 OPeraTION GAS sales volume to VEHICLE USERS (0’000 m3) Total gas sales volume (0’000 m3) 18,106 15,471 7,447 5,745 2012 2013 2012 2013 Structure OF REVENUE from 21.15% gas sales 19.96% During the year, the revenue from gas sales of the Group to residential users, commercial and industrial users 48.18% and vehicle users accounted for approximately 21.15%, 28.62% and 50.23% of total revenue from gas sales, 50.23% 31.86% respectively. The revenue from gas sales to vehicle users of the Group accounted for approximately 50.23% of 2012 total revenue from gas sales in 2013, increasing from 28.62% approximately 41.90% in 2011 and approximately 2013 48.18% in 2012, representing a compound annual growth rate (CAGR) of approximately 59.99%. Vehicle users Industrial and commercial users Residential users 7 China Tian LUN GAS HOLDINGS LIMITED Aggregate RESIDENTIAL USERS Number OF gas REFILLING stations 593,332 456,934 25 18 2012 2013 2012 2013 GAS sales structure 27.84% During the year, the volume of gas of the Group sold to residential users, commercial and industrial users and 27.28% vehicle users accounted for approximately 27.84%, 37.14% 41.13% 31.03% and 41.13% of total gas sales, respectively. The gas sales to vehicle users of the Group accounted 35.58% for approximately 41.13% of total gas sales in 2013, increasing from approximately 30.62% in 2011 and 2012 approximately 37.14% in 2012, representing a CAGR 2013 31.03% of approximately 51.91%. Vehicle users Industrial and commercial users Residential users 8 Annual Report 2013 FInance REVENUE GROSS PROFIT RMB’000 RMB’000 911,939 333,036 716,362 251,236 450,931 172,004 121,074 258,255 78,830 179,223 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 PROFIT FOR THE YEAR PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY RMB’000 RMB’000 186,288 168,945 149,223 135,097 90,353 82,730 75,968 75,136 47,553 44,299 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 9 China Tian LUN GAS HOLDINGS LIMITED 2012 2013 RMB’000 RMB’000 Revenue and profit Revenue 716,362 911,939 Profit before income tax 202,933 246,152 Income tax expense 53,710 59,864 Profit for the year 149,223 186,288 Assets and liabilities Non-current assets 1,043,067 1,474,948 Current assets 978,900 1,152,440 Non-current liabilities 209,226 845,099 Current liabilities 916,475 691,893 Cash and cash equivalents 368,940 576,402 Equity Share capital 7,077 7,077 Share premium 454,188 454,188 Equity attributable to owners of the Company 751,211 919,968 Non-controlling interests 145,055 170,428 Total equity 896,266 1,090,396 Earnings per share - basic and diluted 0.16 0.20 2.50% REVENUE structure 2.72% During the year, the revenue from gas pipeline connections operation, transportation and sales of gas operation and other operation of the Group accounted 42.13% 55.15% for approximately 42.19%, 55.31% and 2.50% of total 42.19% 55.31% revenue, respectively. The revenue from transportation and sales of gas operation increased by approximately 2012 27.65%, accounting for approximately 55.31% of total revenue in 2013, in comparison with approximately 2013 55.15% in 2012. Connection Sale of gas Others 10 Annual Report 2013 CHAIRMAN’S STATEMenT With the arrival of a golden era for the natural gas industry to boost China’s sustainable economic growth, the Group has made remarkable achievements and new breakthroughs in its various undertakings by making concerted efforts to reinforce its capability and conduct reforms and innovations in 2013. With sustained efficient operation, the Group’s results of operation recorded steady growth and its presence continued to expand. Zhang Yingcen, Chairman 11 China Tian LUN GAS HOLDINGS LIMITED CHAIRMan’S STATEMenT ANNUAL RESULTS CORPORATE MANAGEMENT With years of rapid growth, the Group has transformed Various modules and systems of the Group have been itself from a regional company with its foothold in initially formulated and its system and process continued Henan to a large corporation of being based in Henan to improve. Management functions of the Group were and spreading to the whole China. The operation refined to clarify and improve the relationship between regions have been extended from Central China to the the upper level and the lower level, which had helped to key regions such as Northeast China, Northwest China, effectively prevent risks and increase operational efficiency. Southwest China and Southern China. The Group achieved The Group kept a close eye on the progress of its key outstanding performance in its operation, development projects, and the effectiveness of the implementation and management. As the Group’s overall performance capability of the Group increased. Through in-depth on-site continued to grow and it expanded the network, a new research of enterprises and consolidating the management model for cooperation and development was established.