Interim REPORT
2020
Contents
Page
2 Company Profile
- Financial Summary
- Management Discussion and Analysis
25 Directors, Supervisors and Senior Management
27 Other Information
Unaudited Interim Financial Information
- Unaudited Condensed Consolidated Interim Balance Sheet
- Unaudited Condensed Consolidated Interim Income Statement
- Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
- Unaudited Condensed Consolidated Interim Statement of Changes in Equity
- Unaudited Condensed Consolidated Interim Cash Flows Statement
- Notes to the Unaudited Condensed Consolidated Interim Financial Information
- Report on Review of Interim Financial Information
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Company Profile
' | |
I. The Company s Information | |
Chinese name | 中遠海運控股股份有限公司 |
Abbreviation of Chinese name | 中遠海控 |
English name | COSCO SHIPPING Holdings Co., Ltd. |
(the "Company" or "COSCO SHIPPING Holdings") | |
Abbreviation of English name | COSCO SHIP HOLD |
Legal representative | XU Lirong |
Registered address | 2nd Floor, 12 Yuanhang Business Centre, Central Boulevard and East Seven Road |
Junction, Tianjin Airport Economic Area, Tianjin, the PRC | |
Postal code of registered address | 300461 |
Place of business | 8/F, No. 658 Dong Da Ming Road, Shanghai City, the PRC |
Postal code of place of business | 200080 |
Website | http://hold.coscoshipping.com |
investor@coscoshipping.com | |
Place of business in Hong Kong | 48/F, COSCO Tower, 183 Queen's Road Central, Hong Kong |
II. Profile of the Company's Shares
Profile of the Company's shares (the "Shares")
Stock short name | ||||
Class of Shares | Place of listing | Stock short name | Stock code | before change |
A Shares | Shanghai Stock Exchange | COSCO SHIP HOLD | 601919 | China COSCO |
H Shares | The Stock Exchange of | COSCO SHIP HOLD | 01919 | China COSCO |
Hong Kong Limited | ||||
(the "Stock Exchange") |
Designated newspapers for disclosure of | Shanghai Securities News, China Securities Journal, |
the Company's information | Securities Times, Securities Daily |
Website designated by the China Securities Regulatory | www.sse.com.cn |
Commission (the "CSRC") for publishing interim report | |
Place for inspection of the Company's interim report | 8/F, No. 658 Dong Da Ming Road, Shanghai, the PRC |
2
Company Profile
III.Contact Persons and Methods
Secretary to Board of Directors | Representatives of securities affairs | |
Name | GUO Huawei | XIAO Junguang, ZHANG Yueming |
Contact address | 8/F, No. 658 Dong Da Ming Road, | 8/F, No. 658 Dong Da Ming Road, |
Shanghai, the People's Republic | Shanghai, the PRC | |
of China (the "PRC") | ||
Telephone | (8621) 60298619 | (8621) 60298619 |
Facsimile | (8621) 60298618 | (8621) 60298618 |
guo.huawei@coscoshipping.com | xiao.junguang@coscoshipping.com | |
zhang.yueming@coscoshipping.com |
IV. Other Relevant Information
Domestic auditor engaged | Name |
by the Company | |
Office address | |
Signing accountants | |
International auditor engaged | Name |
by the Company |
Office address
Signing accountant
Other information of the Company:
Legal advisers as to | Name |
Hong Kong law | |
Office address | |
Legal advisers as to | Name |
PRC law | |
Office address | |
Domestic A Share registrar | Name |
and transfer office | |
Office address | |
Hong Kong H Share registrar | Name |
and transfer office | |
Office address | |
Principal bankers | Name |
ShineWing Certified Public Accountants, LLP
8/F, Block A, Fu Hua Mansion, No.8 Chao Yang Men Beidajie, Dong Cheng District, Beijing
Wang Hui, Jiang Jinli
PricewaterhouseCoopers
Certified Public Accountants
Registered Public Interest Entity Auditor
22nd Floor, Prince's Building, Central, Hong Kong Meng Jiangfeng
Paul Hastings
21/F-22/F, Bank of China Tower, 1 Garden Road, Hong Kong
Commerce and Finance Law Offices
6th Floor, NCI Tower, A12 Jianguomenwai Avenue, Beijing
China Securities Depository and Clearing Corporation Limited, Shanghai Branch
36th Floor, China Insurance Building, 166 Lujiazui Road East, Pudong New District, Shanghai
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
Bank of China, Agricultural Bank of China, China Merchants Bank, etc.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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Financial Summary
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2020 (THE "REPORTING PERIOD") PREPARED UNDER THE HONG KONG FINANCIAL REPORTING STANDARDS
Results Highlights: | |||
Six months ended 30 June | |||
2020 | 2019 | Difference | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Revenues | 74,052,930 | 71,762,486 | 2,290,444 |
Profit attributable to equity holders of the Company | 1,137,164 | 1,164,386 | (27,222) |
RMB | RMB | RMB | |
Basic earnings per share | 0.0928 | 0.0977 | (0.0049) |
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
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Management Discussion and Analysis
Results for the period from 1 January to 30 June 2020 prepared in accordance with the Hong Kong Financial Reporting Standards
Period from | Period from | ||
1 January to | 1 January to | ||
30 June 2020 | 30 June 2019 | Difference | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Revenues | 74,052,930 | 71,762,486 | 2,290,444 |
Operating profit | 3,411,297 | 3,796,185 | (384,888) |
Profit before income tax from continuing operations | 2,282,566 | 2,223,977 | 58,589 |
Profit after income tax from continuing operations | 1,938,332 | 1,864,149 | 74,183 |
Profit after income tax from discontinued operation | - | 150,920 | (150,920) |
Profit for the period | 1,938,332 | 2,015,069 | (76,737) |
Profit attributable to equity holders of the Company | 1,137,164 | 1,164,386 | (27,222) |
Basic earnings per share (RMB) | 0.0928 | 0.0977 | (0.0049) |
-
Discussion and Analysis of the Board on the Operation of the Group during the Reporting Period
In the first half of 2020, the sudden outbreak of COVID-19 caused extensive negative effects on the global economy and trade, and also had a great impact on container shipping market. The International Monetary Fund (IMF) predicts the growth of the global economy in 2020 to be at -4.9%. China's economic growth in 2020 is projected at 1.0%, while other major economies in the world are expected to experience negative growth. According to the estimate of Drewry, a global shipping consultancy, the world loaded container traffic in the first half of 2020 dropped by 10.2% as compared to the same period of last year.
During the Reporting Period, facing the severe challenges brought by the spread of the COVID-19 pandemic and the global economy recession, COSCO SHIPPING Holdings has actively overcome external adverse factors while striving to secure the lives and health of all its staff in ships and shores. Adopting "focus on high-quality development, focus on innovative development and focus on integrated development" as a guidance, and with the aim to create the new strategic pattern of "Three Networks in One", namely, shipping routes network, end-to-end logistics network and information system network, the Company proactively prevented and mitigated the risk of pandemic, promoted the resumption of work and production while striving to secure a balanced operation of global logistics container supply chain, and we achieved hard-won during the period. In the first six months of 2020, COSCO SHIPPING Holdings generated revenue of RMB74.05 billion, representing an increase of 3.19% as compared to the same period of last year, and recorded a net profit attributable to equity holders of RMB1.14 billion and a net operating cash inflow of RMB11.44 billion.
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Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Leverage leading advantage in scale and further enhance the globalized service capacity as a global carrier
In the first half of the year, COSCO SHIPPING Holdings fully leveraged its leading advantage of scale as the third largest container liner company in the world. It continued to optimize the layout of the global routes network and focused on building a more stable supply chain system, converting the leading advantage in fleet size into advantage in customer service. During the Reporting Period, the dual-brands container fleet of the Company handled the shipping volume of 11.85 million TEUs, representing a decrease of 4.93% as compared to the same period of last year. Among which, COSCO SHIPPING Lines handled the shipping volume of 8.56 million TEUs, representing a decrease of 5.79% as compared to the same period of last year, and OOCL handled the shipping volume of 3.29 million TEUs, representing a decrease of 2.61% as compared to the same period of last year. COSCO SHIPPING Ports recorded the total throughput of 57.63 million TEUs, representing a decrease of 3.56% as compared to the same period of last year.
During the Reporting Period, OCEAN Alliance, of which both COSCO SHIPPING Lines and OOCL are members, successfully launched the DAY4 product, covering 39 routes with a total shipping capacity of 328 vessels and approximately 3.85 million TEUs, which further optimized the route pattern of east-west shipping routes, north- south shipping routes and regional shipping routes of the Company to enhance our customer service capacity.
In the first half of the year, the Company adapted to the changes in the industrial chain pattern and strengthened the resource allocation and marketing deployment of emerging markets such as Southeast Asia, South Asia, Latin America and Africa, regional markets and non- China markets. In spite of the fierce challenges of the pandemic, the cargo volume of the Company's dual- brand fleet in non-China markets maintained its stability. The ratio of the Company's two brands' non-China cargo volume to its total foreign trade volume further increased from 37% in 2019 to 38.6%. The Company further consolidated its foundation for global development and continuously enhanced its ability to resist the risks in a certain trade route or a period of time.
Insist on being customer-oriented, innovatively introduce end-to-end service model and ensure the stable and smooth operations of supply chain
The pandemic has caused severe disruption to the global container supply chain, which resulted in a more severe shipment difficulty faced by foreign corporates. Under this circumstance, the Company enhanced the effort on individual investigation of customers' demand on shipment and logistics "problems" while fully leveraging our edge in end-to-end transportation network over the world, and utilized the online platform to mobilize offline resources and put the priorities of the customers first, in order to provide quality and efficient container integrated logistics solutions to customers.
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Management Discussion and Analysis
During the pandemic period, the Company has responsively launched "water-water transshipment, water-railway transportation" and "designated logistics vessel" and other service products to consolidate different types of logistics resources and connect customers from both the demand and supply sides. The Company strived to fully protect transportation needs of customers during the special time. In order to solve the problem that parcels cannot be sent normally during the pandemic, the Company cooperated with China Post to create the brand new "air to sea" model of international postal transportation, which effectively broke through the shipping bottleneck during the special time and won praise from customers with a more flexible and reliable logistics service.
In the first half of the year, the Company focused on developing end-to-end projects such as the China- Europe Sea-rail Express, the China-Europe railway services and China Western Land-Sea Trade Corridor. While connecting the "Belt and Road" logistics channels, the Company provided the customers with more diversified end-to-end products. During the Reporting Period, the total cargo volume completed for the China- Europe Sea-rail Express increased by 43% as compared to the same period of last year.
In respect of the terminal business, as the world's leading ports operator, COSCO SHIPPING Ports, a subsidiary of the Company, thoroughly implemented the concept of "Lean Operations" since the beginning of the year and approached customers to improve its services, strengthen the loyalty of its terminal customers, and improve the operation quality and service standard of terminals. In the first half of the year, Greek PCT terminal, Abu Dhabi Terminal and Nantong Terminal achieved progress in route introduction of container liner companies, and trade connectivity was further enhanced.
Conform to the trend of informatization development and promote digitalized construction
Under the pandemic, the digitalization of shipment industry has been accelerating. The Company has proactively conformed to the industry development trend with digitalization as the pillar to strive for enhancing the compatibility, analytical ability, high efficiency and operational capacity of supply chain service.
The Company built up the "contactless visualized service" by e-commerce platform to effectively secure our normal business operation during the pandemic period. The Company continuously promoted the application of blockchain technology in the industry, together with Shanghai International Port Group and Tesla, Inc., completed the first batch of pilot application projects of real-time exchange of shipping information through blockchain technology in the shipping industry which achieved favorable social and economic impact. Since the commencement of the blockchain project in November 2019, the Company has completed cargo discharge of over 10,000 containers with blockchain, providing more convenient and efficient services for customers.
The Company innovatively launched the new model of live broadcast sales in shipping E-commerce. The foreign trade E-commerce platform accumulated transactions of 20,000 TEUs within 2 days and the transaction volume exceeded RMB100 million, which became a useful attempt for the Company to expand from looking for trade to creating trade.
In May 2020, Xiamen Ocean Gate Terminal of COSCO SHIPPING Ports began operation as the first all 5G-covered smart port. Currently, the basic 5G coverage of the port zone has been completed with China Mobile as partner. With technologies such as edge computing, high precision location, artificial intelligence and computed visualization, the terminal can realize autonomous driving, smart cargo tally, AGV management, smart security protection and other 5G deployments.
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Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Leverage the synergies of the dual-brand strategy and strengthen cost control
The pandemic increased external uncertainties during the first half of the year, which disrupted the container supply chain significantly. The decrease in cargo volume has also further enhanced the cost burden of liner companies. Facing the challenges, the Company proactively optimized the dual-brand fleet network and strengthened the synergies of dual-brand business sector, focusing on the optimization of synergies in various sectors, including fleet network, container management, procurement of supply chain and vessel operation, as well as consolidation of competition base and promotion of risk-resistance capacity.
The Company took advantage of low bunker prices in the first half of the year, practically establishing the bulk procurement of bunkers and locking partial bunker cost. Meanwhile, the Company strengthened our daily consumption management and implemented measures regarding deceleration and fuel-saving, which achieved a positive impact to the control on bunker cost.
During the Reporting Period, the Company continued to optimize the asset-liability structure, relying on the lower interest rate market environment, strengthened the overall management of capital and debt and further reduced its corporate capital costs. As a result, the Company's financial expenses decreased significantly as compared to the same period of last year, and the asset-liability ratio at the end of the Reporting Period decreased by 1.51 percentage points as compared to the beginning of the Reporting Period.
Proactively contribute to pandemic control and resumption of work and production, secure the stable and smooth operation of the global container logistics supply chain and fulfill corporate social responsibilities
Since the beginning of the year, the Company has made every effort to protect the lives and health of its staff onshore and offshore, actively coordinated the related parties to promote the crew change, tried every means to open up the "green channel" for the export of epidemic prevention materials, and improved the efficiency of cargo transportation in all aspects from cargo loading and unloading, ship berthing and document handling, to ensure that the epidemic prevention materials and emergency supplies were shipped to relevant areas as soon as possible.
The Company actively leveraged the advantages of the integrated service supply chain, made every effort to improve the efficiency of all processes including ship berthing and cargo transfer, warehousing and distribution, and developed the "Land to Water (陸改水)" and "Land to Rail (陸改鐵)" businesses to achieve the non-stop and high-efficiencydoor-to-door services. In order to ensure the stable and smooth operation of the global container logistics supply chain and support the resumption of work and production of global customers.
The Company has actively implemented the green operation concept by mainly using low-sulfur oil with the installation of scrubbers as a supplement towers, to strictly abide by the new low-sulfur oil regulations implemented by the International Maritime Organization (IMO) globally in 2020.
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Management Discussion and Analysis
Looking forward into the second half of the year, the COVID-19 pandemic prevention and control will gradually become normal. Many authoritative organizations predicted that global commodity trade will shrink this year. However, with the accelerated resumption of work and production in various countries and the emerging effect of economic stimulus policies, the global economy is to recover slowly from bottom line in the second half of the year. In addition, the fundamentals of China's long-term economic growth will remain stable. As China domestic economy picks up, China will continue to play its role as an economic "engine", which brings both confidence and impetus for the stabilization of the world economy, as well as new opportunities to the healthy development of the global shipping market.
As a global leading container liner company and terminal operator in the shipment industry with full of competitions and challenges, COSCO SHIPPING Holdings will continue to adopt the "Three Focuses" as the lead and set the new strategic pattern "Three Networks in One" as a goal and customer- based as a core to continuously enhance its international competitiveness and make every effort to promote its higher quality and more sustainable development.
In respect of promoting globalized development, the Company will uphold the "customer-oriented" business philosophy, pay close attention to the trend of changes in the global industrial chain and customer demand, further optimize the global route network and fleet capacity layout, continue to consolidate its leading advantages in traditional routes and differential routes, strengthen its development into regional markets, emerging markets and non-China markets and accelerate the transformation into a global carrier with more globalized service capability.
In respect of serving customer needs, the Company will focus on integrating internal and external resources to enhance the depth and breadth of cooperation between port and shipping businesses and in various aspects of sea-rail and land-sea transportation, and create a more competitive integrated service network. At the same time, the Company will work with all parties to strengthen collaboration, adhere to joint construction and use, accelerate to promote the digital industry applications and give full play to the driving force of digitalization in enhancing customer experience and improving operational efficiency.
In respect of deepening coordinated development, the Company will leverage the complementary advantages of dual-brand global operations, create a stable mode of dual- brand operation and continuously enhance the global value- added service capabilities. The Company will continue to focus on development of Piraeus in Greece to leverage the synergistic advantages of port and shipping business and expand the capacity and service scope of the China-EuropeanSea-rail Express while optimizing the route layout of non-China routes to provide customers with more stable, efficient and economical full-service transportation products.
In the future, while doing a good job in the normalized epidemic prevention and control, COSCO SHIPPING Holdings will continue to maintain its strategic determination, actively embrace changes, nurture new opportunities in crises, explore new opportunities amidst changes, forge ahead and run against the tide, promote the healthy, stable and sustainable development of its principal businesses and strive to build the Company into a world-class integrated container shipping service provider to provide customers with better services and create greater value for the Shareholders.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
- Major profit or loss items and cashflow analysis
In the first half of 2020, the Group generated revenues of RMB74,052,930,000, representing an increase of RMB2,290,444,000 or 3 . 19% as compared to the same period of last year. In the first half of 2020, profit attributable to equity holders of the Group was RMB1,137,164,000 as compared to the profit attributable to equity holders of the Group of RMB1,164,386,000 for the same period of last year.
1. Table of analysis for related items in the consolidated income statement and consolidated cash flow statement
Six months | Six months | ||
ended 30 June | ended 30 June | ||
Items | 2020 | 2019 | Difference |
RMB' 000 | RMB' 000 | RMB' 000 | |
Revenues | 74,052,930 | 71,762,486 | 2,290,444 |
Cost of services and inventories sold | (67,209,625) | (64,400,210) | (2,809,415) |
Other income | 1,380,651 | 1,031,753 | 348,898 |
Other expenses | (107,209) | (216,641) | 109,432 |
Net impairment losses on financial assets | (167,635) | (25,886) | (141,749) |
Selling, administrative and general expenses | (4,537,815) | (4,355,317) | (182,498) |
Finance income | 370,269 | 431,344 | (61,075) |
Finance costs | (2,515,167) | (3,093,808) | 578,641 |
Share of profits less losses of | |||
- joint ventures | 304,299 | 397,120 | (92,821) |
- associated companies | 711,868 | 693,136 | 18,732 |
Income tax expenses | (344,234) | (359,828) | 15,594 |
Net cash flows generated from operating activities | 11,437,691 | 9,466,839 | 1,970,852 |
Net cash flows used in investing activities | (1,171,144) | (5,592,115) | 4,420,971 |
Net cash flows used in financing activities | (15,014,024) | (5,017,931) | (9,996,093) |
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Management Discussion and Analysis
2. Revenues
Management Discussion and Analysis and descriptions below contain amounts and figures, which are in RMB unless otherwise specified.
Overview
In the first half of 2020, the revenues of the Group amounted to RMB74,052,930,000, representing an increase of RMB2,290,444,000 or 3.19% as compared to the same period of last year.
Revenue from container shipping business
I n t h e f i r s t h a l f o f 2 0 2 0 , r e v e n u e f r o m c o n t a i n e r s h i p p i n g b u s i n e s s a m o u n t e d to RMB71,587,784,000, representing an increase of RMB2,680,439,000 or 3.89% as compared to the same period of last year, of which COSCO SHIPPING Lines generated revenues of RMB48,542,037,000 from container shipping business, representing an increase of RMB1,600,841,000 or 3.41% as compared to the same period of last year.
Revenue from terminal business
In the first half of 2020, revenue generated from the terminal business amounted to RMB3,224,615,000, representing a decrease of RMB341,731,000 or 9.58% as compared to the same period of last year.
3. Costs Overview
In the first half of 2020, the operating cost of the Group amounted to RMB67,209,625,000, representing an increase of RMB2,809,415,000 or 4.36% as compared to the same period of last year.
Container shipping business cost
In the first half of 2020, the container shipping business cost amounted to RMB65,460,623,000, representing an increase of RMB2,842,482,000 or 4.54% as compared to the same period of last year, of which, the container shipping business cost incurred by COSCO SHIPPING Lines in the first half of 2020 amounted to RMB45,373,086,000, representing an increase of RMB2,014,751,000 or 4.65% as compared to the same period of last year.
Terminal business cost
In the first half of 2020, the terminal business cost amounted to RMB2,505,788,000, representing an increase of RMB17,530,000 or 0.70% as compared to the same period of last year.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
4. Other profit or loss items Other net income
In the first half of 2020, other net income was RMB1,380,651,000, representing an increase of RMB348,898,000 as compared to the same period of last year. COSCO SHIPPING Ports has disposed of equity interest in Zhangjiagang Terminal, Yangzhou Yuanyang terminal and Jiangsu Yangtze Petrochemical Co., Ltd, resulting in net gain from disposal of RMB570,295,000 for the period. In the fourth quarter of 2019, Beibu Gulf Port Co., Ltd. became an associate of COSCO SHIPPING Ports through the increase of shareholding and appointment of directors. In the first half of 2019, the net income from changes in fair value of the shares of Beibu Gulf Port was RMB139,049,000 and no gain was recorded for the first half of 2020. In the first half of 2020, net gain from foreign exchange was RMB111,814,000, representing a decrease of RMB159,717,000 as compared to the same period of last year.
Selling, administrative and general expenses
In the first half of 2020, the selling, administrative and general expenses of the Group amounted to RMB4,537,815,000, representing an increase of RMB182,498,000 or 4.19% as compared to the same period of last year, primarily due to the factors including the COVID-19 pandemic related expenses and share incentive scheme of COSCO SHIPPING Holdings since 3 June 2019. Selling, administrative and general expenses have recorded a year-on-year increase.
Finance income
In the first half of 2020, the finance income of the Group amounted to RMB370,269,000, representing a decrease of RMB61,075,000 or 14.16% as compared to the same period of last year, primarily due to a year-on-year decrease of deposit interest rate.
Finance costs
In the first half of 2020, the finance costs of the Group amounted to RMB2,515,167,000, representing a decrease of RMB578,641,000 or 18.70% as compared to the same period of last year. In the first half of 2020, the interest rate of loan decreased on year-on-year basis. Through the integrated planning of fundings and debts, the Company implemented low-cost financing and loan replacement, which led to a significant decrease in finance costs.
Share of profits of joint ventures and associated companies
In the first half of 2020, the Group's share of profits of joint ventures and associated companies in aggregate amounted to RMB1,016,167,000, representing a decrease of RMB74,089,000 as compared to the same period of last year, primarily due to the impact of COVID-19 pandemic.
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Management Discussion and Analysis
Income tax expenses
In the first half of 2020, the income tax expenses of the Group amounted to RMB344,234,000, representing a decrease of RMB15,594,000 as compared to the same period of last year.
Analysis of profit from discontinued operation
In the first half of 2020, the Group had no discontinued operation. OOIL has combined into COSCO SHIPPING Holdings since 1 July 2018. On 6 July 2018, OOIL has signed the National Security Agreement with the Company, pursuant to which it has agreed to dispose of its directly or indirectly operated subsidiary of Long Beach Container Terminal ("U.S. Terminal Business"). Pursuant to the relevant Hong Kong Financial Reporting Standards, the Group shall present the U.S. Terminal Business of OOIL after the completion of the acquisition as a discontinued operation. In the first half of 2019, the Group had profit after taxation from discontinued operation of RMB150,920,000, which was the profit after taxation for the U.S Terminal Business of OOIL for the first half of 2019.
5. Cash flow
As at the end of the first half of 2020, the cash and cash equivalents amounted to RMB45,402,662,000, representing a decrease of RMB4,362,138,000 or 8.77% from the end of last year. The cash and cash equivalents of the Group were principally denominated in RMB and US dollar, and the rest were denominated in Euro, Hong Kong dollar and other currencies.
(1) Net cash flow from operating activities
In the first half of 2020, the net cash inflow from operating activities amounted to RMB11,437,691,000, representing an increase of RMB1,970,852,000 or 20.82% as compared to that of the same period of last year.
(2) Net cash flow from investing activities
In the first half of 2020, the net cash outflow from investing activities amounted to RMB1,171,144,000, representing a decrease of RMB4,420,971,000 as compared to that of the same period of last year, which included the cash outflows for the construction of container vessels, the purchase of containers and the terminal construction projects and the net cash inflow from cash consideration of disposals of Yangzhou Yuanyang Terminal
and Zhangjiagang Terminal, etc.COSCO
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Report Interim 2020
13
Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
- Net cash flow from financing activities
In the first half of 2020, the net cash outflow from financing activities amounted to RMB15,014,024,000, representing an increase of RMB9,996,093,000 as compared to that of the same period of last year, which included cash inflow from financing activities of RMB18,330,040,000 that consists of cash inflow generated from borrowings from banks and non-bank financial institutions and cash inflow generated from capital increase of minority shareholders of holding subsidiaries. RMB33,344,064,000 of cash outflow from financing activities included cash outflow generated from repayment of debts to banks and non-bank financial institutions and cash outflow generated from profit distribution to minority shareholders by subsidiaries and rental paid for right-of-use asset lease, etc. - Impact of changes in exchange rate on cash and cash equivalents
The balance of cash and cash equivalents increased by RMB385,339,000 at the end of June 2020, which was primarily due to the increase in exchange rate of US dollar against RMB at the end of June 2020 as compared to that of the end of last year.
- Working Capital, Financial Resources and Capital Structure
Overview
In the first half of 2020, the group enhanced the integrated planning of fundings and debts, and also loan replacement. As at 30 June 2020, the total assets of the Group amounted to RMB254,382,095,000, representing a decrease of RMB7,841,935,000 or 2.99% as compared to the end of last year. The total liabilities amounted to RMB183,479,606,000, representing a decrease of RMB9,619,187,000 or 4.98% as compared to the end of last year.
As at 30 June 2020, the total outstanding borrowings of the Group were RMB115,010,771,000. After deducting the cash and cash equivalents, the net amount was RMB69,608,109,000, representing a decrease of RMB578,989,000 or 0.82% as compared to the end of last year. As at 30 June 2020, the Group's net current liabilities were RMB3,451,916,000, and RMB1,627,562,000 of net current asset was recorded at the end of the last year. As at 30 June 2020, the net debt to equity ratio was 98.17%, representing a decrease of 3.37 percentage points as compared to the end of last year.
The working capital and capital resources of the Group have been and will continue to be generated from cash flows from operating activities, proceeds from new share issuance and debt financing from financial institutions. Cash of the Group has been and is expected to be utilized for various purposes such as payment of operating costs, construction of container vessels, the purchase of containers, investments in terminals and repayment of loans.
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Management Discussion and Analysis
Debt analysis | |||
As at | As at | ||
30 June | 31 December | ||
Categories | 2020 | 2019 | |
RMB' 000 | RMB' 000 | ||
Short-term borrowings | 11,218,542 | 16,252,030 | |
Long-term borrowings | 103,792,229 | 103,624,852 | |
Among which: Less than 1 year | 15,645,287 | 11,099,640 | |
One to two years | 13,881,799 | 17,336,279 | |
Three to five years | 33,037,078 | 36,959,286 | |
Over five years | 41,228,065 | 38,229,647 | |
Total of long-term and short-term borrowings | 115,010,771 | 119,876,882 | |
Borrowings by categories | Secured borrowings |
As at 30 June 2020, the Group had bank borrowings of RMB85,033,886,000, notes and bonds payable of RMB21,656,216,000 and other borrowings of RMB8,320,669,000, representing 73.94%, 18.83% and 7.23% of the total borrowings, respectively. Of the bank borrowings, secured borrowings amounted to RMB30,357,912,000 and unsecured borrowings amounted to RMB54,675,974,000, representing 26.40% and 47.54% of the total borrowings, respectively. Most of the borrowings of the Group bear interest at floating rate.
Borrowings by currency
As at 30 June 2020, the borrowings of the Group denominated in US dollar were equivalent to RMB78,780,693,000, borrowings denominated i n R M B a m o u n t e d t o R M B 2 8 , 4 4 0 , 6 6 7 , 0 0 0 , borrowings denominated in Euro were equivalent to RMB5,779,841,000, and borrowings denominated in Hong Kong dollar were equivalent to RMB2,009,570,000, representing 68.50%, 24.72%, 5.03% and 1.75% of the total borrowings, respectively.
As at 30 June 2020, certain properties, plant and equipment of the Group with net book value of RMB58,534,358,000 (as at 31 December 2019: RMB52,383,376,000) were mortgaged to banks and financial institutions as collaterals for borrowings in the total amount of RMB30,406,312,000 (as at 31 December 2019: RMB34,881,411,000), representing 42.45% of the total value of the property, plant and equipment and right-of-use assets (as at 31 December 2019: 50.28%).
Guarantees
As at 30 June 2020, the Group had provided guarantees in the amount of RMB42,038,432,000 to its subsidiaries (as at 31 December 2019: RMB43,949,868,000).
Contingent liabilities
The Group was involved in a number of claims and lawsuits, including but not limited to claims and lawsuits arising from damage to vessels during transportation, loss of goods, delay in delivery, collision of vessels, early termination of vessel chartering contracts, and disputes in pledge supervision business.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
15
Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
As at 30 June 2020, the Group was unable to ascertain | Facilities and financing plans |
the likelihood and amounts of the above-mentioned | |
claims. However, based on advice of legal counsel and/ | Facilities |
or information available to the Group, the Directors were | |
of the opinion that the amounts of relevant claims should | As of 30 June 2020, the unutilized bank loan facilities |
have no material effect on the Group's consolidated | of the Group were RMB54,214,886,000. The Group |
financial statements for the six months ended 30 June | attaches great importance to the potential financial risks |
2020. | of the increasing loan facilities, and has strengthened the |
monitoring of liabilities and gearing ratio of its subsidiaries | |
Foreign exchange risk | and repaid bank loans in full as scheduled. |
The Group operates internationally and is exposed | Financing plans |
to various foreign exchange risks arising from non- | |
functional currencies. Foreign exchange risks are derived | The Group will consider factors including repayment |
from future business transactions and recognized assets | of maturing debt, loan replacement and material |
and liabilities. The actual foreign exchange risks faced by | future capital expenditure, in order to make financing |
the Group are therefore primarily with respect to bank | arrangements in advance, enhance funding and debts |
balances, receivable and payable balances and bank | management, optimize the funding utilization and control |
borrowings denominated in non-functional currencies. | the scale of debts effectively. |
The management monitors the exposure to foreign | |
exchange risks and will consider hedging certain foreign | (IV) Investment analysis |
currency risks with derivative financial instruments should | |
the need arise. | 1. Analysis of external equity investments |
Capital commitments (excluding discontinued | As at the end of June 2020, the total balance of |
operation) | the Group's investments in associates and joint |
ventures amounted to RMB31,591,802,000, | |
As at 30 June 2020, the Group had a total of 5 container | representing an increase of RMB829,238,000 as |
vessels under construction. The capital commitments | compared to the end of last year. The numbers |
for future construction of container vessels amounted to | of associates and joint ventures increased by |
RMB4,926,338,000. | 2 companies and reduced by 2 companies, |
respectively. | |
As at 30 June 2020, the Group's containers under | |
construction amounted to 126,232 TEU in aggregate. | |
The capital commitments for future construction of | |
containers amounted to RMB1,220,440,000. | |
As at 30 June 2020, the Group's capital commitments for | |
investment in terminals amounted to RMB3,131,271,000 | |
in aggregate, of which the commitments for purchasing | |
fixed assets amounted to RMB744,230,000 and the | |
equity investment commitment of terminals amounted to | |
RMB2,387,041,000. |
16
Management Discussion and Analysis
Significant equity investments | |||||||
Unit: RMB' 000 | |||||||
Shareholding | Increase in | ||||||
at the | Shareholding | the investment | |||||
beginning of | at the end of | costs during | |||||
Investee Company | the period (%) | the period (%) | the year | ||||
Qingdao Port International Co., Ltd. | 18.46 | 19.79 | 399,576 | ||||
COSCO SHIPPING Finance Co., Ltd. | 11.04 | 11.04 | 353,414 | ||||
2. | Financial assets at fair value | ||||||
Unit: RMB' 000 | |||||||
Shareholding | Change in | ||||||
at the end of | Opening | Closing | Impact of | carrying | |||
the period | carrying | carrying | profit for | amount for | |||
Name | (%) | amount | amount | the period | the period | ||
Share, bonds, funds and other investment | - | 1,066,819 | 900,309 | -31,501 | -166,510 | ||
Guangzhou Port Co., Ltd. | 3.98 | 944,409 | 749,610 | 10,356 | -194,799 | ||
Shanghai Tianhongli Asset Management Co., Ltd. | 19 | 482,271 | 488,495 | - | 6,224 | ||
Ocean Hotel Shanghai Co., Ltd. | 10 | 112,257 | 110,005 | - | -2,252 | ||
Yantai Port Co., Ltd. | 3.9 | 198,837 | 198,837 | - | - | ||
Hui Xian Holdings Ltd | 7.9 | 109,249 | 55,505 | 55,553 | -53,744 | ||
Qinhuangdao Port Co., Ltd. | 0.88 | 57,933 | 48,150 | - | -9,783 | ||
Other financial assets at fair value | - | 192,300 | 177,119 | 1,917 | -15,181 | ||
Total | - | 3,164,075 | 2,728,030 | 36,325 | -436,045 | ||
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
17
Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
- Industry Operation Information
Container shipping business - Shipping volume
Containers shipped by the Group (TEU)
- Shipping volume
Six months | Six months | ||
ended 30 June | ended 30 June | Percentage of | |
Routes | 2020 | 2019 | change (%) |
Trans-Pacific | 2,147,936 | 2,234,613 | -3.88 |
Asia and Europe | |||
(including the Mediterranean) | 2,271,265 | 2,405,980 | -5.60 |
Asia Region (including Australia) | 3,799,831 | 3,848,404 | -1.26 |
Other international region | |||
(including the Atlantic) | 1,145,208 | 1,221,929 | -6.28 |
Mainland China | 2,481,448 | 2,748,423 | -9.71 |
Total | 11,845,688 | 12,459,349 | -4.93 |
Containers shipped by COSCO SHIPPING Lines (a subsidiary of the Group) (TEU)
Six months | Six months | ||
ended 30 June | ended 30 June | Percentage of | |
Routes | 2020 | 2019 | change (%) |
Trans-Pacific | 1,206,620 | 1,290,922 | -6.53 |
Asia and Europe | |||
(including the Mediterranean) | 1,595,608 | 1,714,165 | -6.92 |
Asia Region (including Australia) | 2,383,606 | 2,349,792 | 1.44 |
Other international region | |||
(including the Atlantic) | 891,929 | 981,635 | -9.14 |
Mainland China | 2,481,448 | 2,748,423 | -9.71 |
Total | 8,559,211 | 9,084,937 | -5.79 |
18
Management Discussion and Analysis
-
Revenue from routes
Revenue from routes by the Group (RMB' 000)
Six months | Six months | ||
ended 30 June | ended 30 | Percentage of | |
Routes | 2020 | June 2019 | change (%) |
Trans-Pacific | 19,290,534 | 19,063,665 | 1.19 |
Asia and Europe | |||
(including the Mediterranean) | 15,146,881 | 14,154,435 | 7.01 |
Asia Region (including Australia) | 18,208,957 | 16,011,039 | 13.73 |
Other international region | |||
(including the Atlantic) | 9,077,840 | 8,891,236 | 2.10 |
Mainland China | 5,143,760 | 5,712,102 | -9.95 |
Total | 66,867,972 | 63,832,477 | 4.76 |
Of which revenue from routes by COSCO SHIPPING Lines (a subsidiary of the Group) (RMB' 000)
Six months | Six months | ||
ended 30 June | ended 30 June | Percentage of | |
Routes | 2020 | 2019 | change (%) |
Trans-Pacific | 10,981,970 | 11,062,708 | -0.73 |
Asia and Europe | |||
(including the Mediterranean) | 10,681,886 | 10,028,847 | 6.51 |
Asia Region (including Australia) | 11,402,644 | 9,749,443 | 16.96 |
Other international region | |||
(including the Atlantic) | 7,270,418 | 6,915,062 | 5.14 |
Mainland China | 5,186,513 | 5,739,216 | -9.63 |
Total | 45,523,431 | 43,495,276 | 4.66 |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
19
Management Discussion and Analysis
Revenue from routes by the Group (equivalent to US$' 000)
Six months | Six months | ||
ended 30 June | ended 30 June | Percentage of | |
Routes | 2020 | 2019 | change (%) |
Trans-Pacific | 2,743,250 | 2,809,867 | -2.37 |
Asia and Europe | |||
(including the Mediterranean) | 2,153,993 | 2,086,277 | 3.25 |
Asia Region (including Australia) | 2,589,442 | 2,359,929 | 9.73 |
Other international region | |||
(including the Atlantic) | 1,290,933 | 1,310,514 | -1.49 |
Mainland China | 731,479 | 841,929 | -13.12 |
Total | 9,509,097 | 9,408,516 | 1.07 |
Of which revenue from routes by COSCO SHIPPING Lines (a subsidiary of the Group) (equivalent to US$' 000)
Six months | Six months | ||
ended 30 June | ended 30 June | Percentage of | |
Routes | 2020 | 2019 | change (%) |
Trans-Pacific | 1,561,714 | 1,630,575 | -4.22 |
Asia and Europe | |||
(including the Mediterranean) | 1,519,039 | 1,478,191 | 2.76 |
Asia Region (including Australia) | 1,621,536 | 1,437,008 | 12.84 |
Other international region | |||
(including the Atlantic) | 1,033,905 | 1,019,238 | 1.44 |
Mainland China | 737,559 | 845,925 | -12.81 |
Total | 6,473,753 | 6,410,937 | 0.98 |
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
20
Management Discussion and Analysis
- Major performance indicators
Major performance indicators of the container shipping business of the Group (RMB)
Six months | Six months | ||
ended 30 June | ended 30 June | ||
Items | 2020 | 2019 | Difference |
Revenue from container shipping business | |||
(RMB' 000) | 71,587,784 | 68,907,345 | 2,680,439 |
Including: Revenue from routes (RMB' 000) | 66,867,972 | 63,832,477 | 3,035,495 |
EBIT (RMB' 000) | 2,797,806 | 3,383,425 | -585,619 |
EBIT margin | 3.91% | 4.91% | -1.00% |
Net profit (RMB' 000) | 1,332,616 | 1,396,370 | -63,754 |
Among which: major performance indicators of the container shipping business of COSCO SHIPPING Lines (a subsidiary of the Group) (RMB)
Six months | Six months | ||
ended 30 June | ended 30 June | ||
Items | 2020 | 2019 | Difference |
Revenue from container shipping business | |||
(RMB' 000) | 48,542,037 | 46,941,196 | 1,600,841 |
Including: Revenue from routes (RMB' 000) | 45,523,431 | 43,495,276 | 2,028,155 |
EBIT (RMB' 000) | 1,653,908 | 2,033,643 | -379,735 |
EBIT margin | 3.41% | 4.33% | -0.92% |
Net profit (RMB' 000) | 615,977 | 631,230 | -15,253 |
Major performance indicators of the container shipping business of the Group (USD equivalent)
Six months | Six months | ||
ended 30 June | ended 30 June | ||
Items | 2020 | 2019 | Difference |
Revenue from container shipping business | |||
(USD' 000) | 10,180,288 | 10,156,520 | 23,768 |
Including: Revenue from routes (USD' 000) | 9,509,097 | 9,408,515 | 100,582 |
Revenue per TEU from international routes | |||
(USD/TEU) | 937.36 | 882.16 | 55.20 |
EBIT (USD' 000) | 397,868 | 498,696 | -100,828 |
Net profit (USD' 000) | 189,507 | 205,816 | -16,309 |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
21
Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Among which: major performance indicators of the container shipping business of COSCO SHIPPING Lines (a subsidiary of the Group) (USD equivalent)
Six months | Six months | ||
ended 30 June | ended 30 June | ||
Items | 2020 | 2019 | Difference |
Revenue from container shipping business | |||
(USD' 000) | 6,903,020 | 6,918,844 | -15,824 |
Including: Revenue from routes (USD' 000) | 6,473,753 | 6,410,937 | 62,816 |
Revenue per TEU from international routes | |||
(USD/TEU) | 943.80 | 878.24 | 65.56 |
EBIT (USD' 000) | 235,197 | 299,747 | -64,550 |
Net profit (USD' 000) | 87,596 | 93,039 | -5,443 |
Note:
The revenue from routes and major performance indicators above were translated into US dollars at an average exchange rate of RMB7.032: USD1 and RMB6.7845: USD1 in the first half of 2020 and the first half of 2019, respectively.
Terminal business
In the first half of 2020, the total throughput of COSCO SHIPPING Ports amounted to 57,634,200 TEU, representing a decrease of 3.56% as compared to the same period of last year, of which, the throughput of controlled terminals amounted to 10,501,500 TEU, representing a decrease of 15.62% as compared to the same period of last year; the throughput of non-controlled terminals amounted to 47,132,700 TEU, representing a decrease of 0.39% as compared to the same period of last year.
The total throughput of the container terminal business of COSCO SHIPPING Ports (a subsidiary of the Group)
Six months | Six months | ||
ended 30 June | ended 30 June | Percentage of | |
Location of terminal | 2020 (TEU) | 2019 (TEU) | change (%) |
Bohai Rim Region | 20,236,784 | 19,298,356 | 4.86 |
Yangtze River Delta Region | 6,836,157 | 9,989,132 | -31.56 |
Southeast Coast and others | 2,535,043 | 2,890,372 | -12.29 |
Pearl River Delta Region | 12,149,056 | 13,112,675 | -7.35 |
Southwest Coast | 2,280,501 | 724,795 | 214.64 |
Overseas | 13,596,650 | 13,748,770 | -1.11 |
Total | 57,634,191 | 59,764,100 | -3.56 |
Of which: Controlled terminals | 10,501,481 | 12,445,333 | -15.62 |
Non-controlled terminals | 47,132,710 | 47,318,767 | -0.39 |
22
Management Discussion and Analysis
SIGNIFICANT EVENTS
1. On 18 September 2019, COSCO SHIPPING Ports (a non-wholly owned subsidiary of the Company), as seller, entered into the Longtan share purchase agreement (the "Longtan Share Purchase Agreement"), the Yuanyang share purchase agreement (the "Yuanyang Share Purchase Agreement") and the Zhangjiagang share purchase agreement (the "Zhangjiagang Share Purchase Agreement", together with the Longtan Share Purchase Agreement and the Yuanyang Share Purchase Agreement, the "Share Purchase Agreements") with SIPG (HK) (as purchaser), in relation to the sale and purchase of the indirect interests of COSCO SHIPPING Ports in Nanjing Longtan Terminal (via Longtan SPV), Yangzhou Yuanyang Terminal (via Yuanyang SPV and Zhangjiagang SPV) and Zhangjiagang Hanverky Terminal (via Zhangjiagang SPV), respectively.
SIPG holds 20% of the equity interest in Shanghai Pan Asia, a non-wholly owned subsidiary of the Company. Therefore, SIPG is a substantial shareholder of Shanghai Pan Asia, and the Purchaser (a wholly-owned subsidiary of SIPG) is a connected person of the Company at the subsidiary level. Accordingly, the transactions under the Longtan Share Purchase Agreement, the Yuanyang Share Purchase Agreement and the Zhangjiagang Share Purchase Agreement constitute connected transactions of the Company.
The disposal of equity interests in Nanjing Longtan Terminal was completed in December 2019 and the disposals of equity interests in Yangzhou Yuanyang Terminal and Zhangjiagang Win Hanverky Terminal were completed in February 2020.
-
On 26 November 2019, upon consideration and approval by the Board, COSCO SHIPPING Ports entered into the share transfer agreement and the shareholder agreement with Qingdao Port International Development (Hong Kong) Co., Ltd. ("Qingdao Port HK") and COSCO SHIPPING Ports (Abu Dhabi) Limited (the "Target Company"), respectively, in relation to the transfer of 33.335% of the equity interests (i.e., 6,667 shares) of the Target Company to Qingdao Port HK at a price of US$59,276,030 (equivalent to approximately RMB416,971,000); thereby indirectly transferring 30.0015% of the equity interests of CSP Abu Dhabi Terminal L.L.C. (the equity interests in which are held by the Target Company as to 90% directly and through trust holding). For details, please see the overseas regulatory announcement of the Company dated 26 November 2019.
The transaction was completed on 23 April 2020. - On 10 March 2020, the buyers (Newcontainer No. 108 (Marshall Islands) Shipping Inc, Newcontainer No. 109 (Marshall Islands) Shipping Inc., Newcontainer No. 110 (Marshall Islands) Shipping Inc., Newcontainer No. 111 (Marshall Islands) Shipping Inc. and Newcontainer No. 112 (Marshall Islands) Shipping Inc., being five indirect wholly-owned subsidiaries of OOIL, and therefore indirect non-wholly owned subsidiaries of the Company) respectively entered into five shipbuilding contracts on substantially the same terms with Dalian COSCO KHI Ship Engineering Co., Ltd.* (大連中遠海運川崎船舶工 程有限公司) ("Dalian KHI") and Nantong COSCO KHI Ship Engineering Co., Ltd.* (南通中遠海運川崎船舶 工程有限公司) ("Nantong KHI") for the construction of the respective vessels for an aggregate consideration of US$778.4 million (equivalent to approximately HK$6,110.44 million).
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
23
Management Discussion and Analysis
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
COSCO SHIPPING is a controlling shareholder of the Company and a connected person of the Company. Nantong KHI is an associate of COSCO SHIPPING which indirectly holds 50% equity interest in Nantong KHI. Dalian KHI is an indirect subsidiary of COSCO SHIPPING, and Nantong KHI directly holds 30% equity interest in Dalian KHI. Accordingly, both Nantong KHI and Dalian KHI are connected persons of the Company under Chapter 14A of the Listing Rules, and the transaction constitutes a disclosable and connected transaction of the Company.
For details, please see the announcement dated 11 March 2020, the circular dated 27 April 2020 and the announcement of the resolutions passed at the annual general meeting, the A Share class meeting and the H share class meeting dated 18 May 2020 of the Company.
4. On 24 April 2020, COSCO SHIPPING Lines and COSCO International Freight Co., Ltd* (中遠海運國 際貨運有限公司) ("COSCO International Freight"), each a wholly-owned subsidiary of the Company, and other existing shareholders entered into the capital increase agreement, pursuant to which the existing shareholders (including COSCO SHIPPING Lines and COSCO International Freight) have agreed to increase the registered capital of COSCO SHIPPING Finance Company Limited* (中遠海運集團財務有限責任公司) ("COSCO SHIPPING Finance") by RMB3,200,000,000 in proportion to their respective shareholding (the "Capital Increase").
Upon completion of the Capital Increase, the registered capital of COSCO SHIPPING Finance will be increased from RMB2,800,000,000 to RMB6,000,000,000 while the shareholding of the Group in COSCO SHIPPING Finance will remain unchanged at 11.0442%.
COSCO SHIPPING is the indirect controlling shareholder of the Company and therefore a connected person of the Company.
Each of the existing shareholders (excluding COSCO SHIPPING, COSCO SHIPPING Lines and COSCO International Freight) is an associate of COSCO SHIPPING and therefore a connected person of the Company. Accordingly, the Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. For details, please see the announcement of the Company dated 24 April 2020.
SUBSEQUENT EVENTS
There are no important events affecting the Group which have occurred since the end of the Reporting Period.
24
Directors, Supervisors and Senior Management
- Changes in Equity
-
Changes in shares held by current Directors, supervisors (the "Supervisors") and senior management of the Company and those who resigned during the Reporting Period
Not applicable.
- Details of share option(s) granted to Directors, Supervisors and senior management during the Reporting Period
For details of the share option incentive scheme of the Company (the "Share Option Incentive Scheme") and the change of options granted under the scheme during the Reporting Period, please refer to the subsection headed "A Share Option Incentive Scheme" under the section of "Other Information" in this report.
For details of the share option scheme of COSCO SHIPPING Ports (the "COSCO SHIPPING Ports Share Option Scheme") and the change of options granted under the COSCO SHIPPING Ports Share Option Scheme during the Reporting Period, please refer to the subsection headed "COSCO SHIPPING Ports Share Option Scheme" under the section of "Other Information" in this report.
- Details of share option(s) granted to Directors, Supervisors and senior management during the Reporting Period
- Changes in Directors, Supervisors and Senior Management During the Reporting Period
None
1. | Appointment and Change of Directors |
None | |
2. | Appointment and Change of Supervisors |
None | |
3. | Appointment and Change of Senior Management |
.Ltd,.CoHoldingsSHIPPING COSCO | |
None | |
2020 Report Interim |
25
Directors, Supervisors and Senior Management
-
Changes in Directors, Supervisors and Senior Management After the Reporting Period
On 28 August 2020, because of changes in his job arrangement, Mr. WANG Haimin voluntarily resigned as the deputy chairman and an executive Director with effect from 28 August 2020. After consideration and review by the 44th meeting of the fifth session of the Board, Mr. Huang Xiaowen was proposed to be appointed as the deputy chairman and an executive Director of the fifth session of the Board. Pursuant to the requirements of the Articles of Association, the appointment of Mr. Huang Xiaowen as an executive Director shall be subject to the approval of the shareholders at a general meeting of the Company. For details about such changes in directorship, please refer to the announcement of the Company dated 28 August 2020.
IV. Changes in Information on Directors
The changes in the information on directors required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules are as follows:
- Since 18 May 2020, Mr. WANG Haimin has acted as the deputy party secretary of China COSCO SHIPPING Corporation Limited ("COSCO SHIPPING"). Since 29 May 2020, Mr. WANG Haimin has acted as a director of COSCO SHIPPING and ceased to be the deputy general manager of COSCO SHIPPING.
- Since 29 April 2020, Mr. YANG Liang Yee Philip has acted as an independent non-executive director of COSCO SHIPPING Ports Limited (a subsidiary of the Company and a company listed on the Stock Exchange) (stock code:1199).
- Since 28 May 2020, Mr. FENG Boming has resigned as a director of COSCO SHIPPING Bulk Co., Ltd. (a subsidiary of COSCO SHIPPING). Since 22 June 2020, Mr. FENG Boming has resigned as a non-executive director of COSCO SHIPPING Energy Transportation Co., Ltd. (whose H shares are listed on the Stock Exchange (Stock code:1138) and A shares are listed on the Shanghai Stock Exchange (Stock code: 600026)). Since 10 June 2020, Mr. FENG Boming has been appointed as a non-executive director of Qingdao Port International Co., Ltd. (whose H shares are listed on the Stock Exchange (stock code:6198) and A shares are listed on the Shanghai Stock Exchange (Stock code: 601298)). On 1 June 2020, COSCO SHIPPING Financial Holdings Co., Limited (a subsidiary of COSCO SHIPPING) of which Mr. FENG Boming acts as a director was renamed as COSCO SHIPPING Investment Holdings Co., Limited.
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
26
Other Information
Employees and Remuneration Policies
As at 30 June 2020, there was no material change in the number of employees of the Group as compared to that as disclosed in the 2019 annual report of the Company published on 24 April 2020. As at 30 June 2020, there was no material change in the total staff costs of the Company (including the Directors' remuneration) and remuneration and training policies as compared to those as disclosed in the 2019 annual report of the Company.
As at 30 June 2020, there were approximately 32,107 employees in the Group. Total staff costs of the Group for the Reporting Period, including Directors' remuneration, amounted to approximately RMB5,154,634,000 in aggregate.
During the Reporting Period, to enhance the quality and capability of its human resources as well as team spirit and to fully cope with the business development of the Company, the Group organized several professional and comprehensive training programs. The remuneration policies of the Group (including policies with respect to emoluments payable to the Directors) are reviewed on a regular basis, taking into account the Group's performance and market conditions, in order to formulate better incentives and appraisal measures.
A Share Option Incentive Scheme
On 3 December 2018, the Board approved the Company's proposed adoption of the Share Option Incentive Scheme. In order to further optimize the Share Option Incentive Scheme, the Board approved the Company's proposed adoption of the further revised share option incentive scheme (the "Further Revised Scheme") on 7 May 2019. On 30 May 2019, the Further Revised Scheme was considered and approved by the extraordinary general meeting, A Share class meeting and H Share class meeting of the Company. Pursuant to the Further Revised Scheme, the total number of underlying A Shares in relation to the share options to be granted shall not exceed 218,236,900 A Shares, representing approximately 2.25% of the existing A share capital of the Company and approximately 1.78% of the existing total issued share capital of the Company as at 30 June 2020.
On 3 June 2019 (the "Date of Grant for the First Batch of the Share Options"), pursuant to the authorization at the shareholders' meetings, 192,291,000 share options were granted by the Board to 465 participants in the first batch under the Further Revised Scheme. The exercise price was RMB4.10 per A Share. The exercise price will be adjusted in accordance with the relevant requirements under the Further Revised Scheme upon occurrence of the adjustment events (including but not limited to the conversion of capital reserve into share capital, bonus issue, sub-division or consolidation of Shares, rights issue or distribution of dividends of the Company). On the Date of Grant for the First Batch of the Share Options, the closing price of A Shares was RMB4.82 per A Share. The closing price of A Shares on the trading day immediately before the Date of Grant for the First Batch of the Share Options was RMB4.78 per A Share.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
27
Other Information
In the process of registration after the Date of Grant for the First Batch of the Share Options, five participants (not being senior management of the Company) did not accept the share options granted to them due to personal reasons. Under the Further Revised Scheme, the number of participants who were granted share options in the first batch was adjusted from 465 to 460 and the number of the share options granted in the first batch was adjusted from 192,291,000 to 190,182,200. For details, please refer to the overseas regulatory announcement of the Company dated 19 July 2019. On 24 July 2019, COSCO SHIPPING Holdings completed the registration in respect of the grant of the share options in the first batch with 190,182,200 share options and 460 participants registered. For details, please refer to the overseas regulatory announcement of the Company dated 25 July 2019.
In order to further enhance the corporate governance of the Company and to promote the Company's operating results and sustainable and healthy development, on 30 March 2020, the Board approved the inclusion of, among others, Directors (excluding independent Directors) to the scope of Participants. The relevant amendments were approved by the shareholders of the Company at the shareholders' meetings and the class meetings on 18 May 2020 (the "Share Option Incentive Scheme (Revised)"). Please refer to the related announcements of the Company dated 30 March 2020 and 18 May 2020.
On 29 May 2020 (the "Date of Grant for Reserved Share Options"), 16,975,200 reserved share options were granted by the Board to 39 participants under the Share Option Incentive Scheme (Revised). The exercise price was RMB3.50 per A Share. The exercise price will be adjusted in accordance with the relevant requirements under the Share Option Incentive Scheme (Revised) upon occurrence of the adjustment events (including but not limited to the conversion of capital reserve into share capital, bonus issue, sub-division or consolidation of Shares, rights issue or distribution of dividends of the Company). On the Date of Grant for Reserved Share Options, the closing price of A Shares was RMB3.16 per A Share. The closing price of A Shares on the trading day immediately before the Date of Grant for Reserved Share Options was RMB3.19 per A Share. Please refer to the related announcement of the Company dated 29 May 2020. On 7 July 2020, COSCO SHIPPING Holdings completed the registration in respect of the grant of the Reserved Share Options with 16,975,200 share options and 39 participants registered. For details, please refer to the overseas regulatory announcement of the Company dated 8 July 2020.
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Other Information
Movements of share options during the Reporting Period are set out below:
- Share options granted to the directors and chief executive of the Company
Number of share options | ||||||||
Granted | Exercised | Cancelled | Lapsed | |||||
Outstanding | during the | during the | during the | during the | Outstanding | |||
Position of | as at 1 January | Reporting | Reporting | Reporting | Reporting | as at 30 June | ||
Name of Participant | Participant | 2020 | Period | Period | Period | Period | 2020 | Date of grant |
YANG Zhijian | Director and General | NA | 936,000 | - | - | - | 936,000 | Note (2) |
Manager | ||||||||
FENG Boming | Director | NA | 936,000 | - | - | - | 936,000 | Note (2) |
- Share options granted to all participants
Number of share options | ||||||||
Granted | Exercised | Cancelled | Lapsed | |||||
Number of | Outstanding | during the | during the | during the | during the | Outstanding | ||
Participants | as at 1 January | Reporting | Reporting | Reporting | Reporting | as at 30 June | ||
Participants | (person-time) | 2020 | Period | Period | Period | Period | 2020 | Date of grant |
Directors and chief executive of | 2 | - | 1,872,000 | - | - | - | 1,872,000 | Note (2) |
the Company | ||||||||
Senior management of the Company | 7 | 5,097,000 | - | - | - | - | 5,097,000 | Note (1) |
Senior management personnel of | ||||||||
the subsidiaries of the Company | ||||||||
13 | 10,166,000 | - | - | - | - | 10,166,000 | Note (1) | |
2 | - | 1,508,000 | - | - | - | 1,508,000 | Note (2) | |
Other key business personnel and | ||||||||
management personnel of the Company | ||||||||
440 | 174,919,200 | - | - | - | - | 174,919,200 | Note (1) | |
35 | - | 13,595,200 | - | - | - | 13,595,200 | Note (2) | |
Total | 499 | 190,182,200 | 16,975,200 | - | - | - | 207,157,400 | |
Notes:
- Such A share options were granted on 3 June 2019 (i.e. the Date of Grant for the First Batch of the Share Options).
- Such A share options were granted on 29 May 2020 (i.e. the Date of Grant for Reserved Share Options).
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Other Information
Validity Period
The Further Revised Scheme (subsequently revised as the "Share Option Incentive Scheme (Revised)") shall be effective for 10 years upon approval by the shareholders' meetings on 30 May 2019.
Exercise Period
- The exercise period in respect of the first batch of the share options commences on the first trading day after the expiration of the 24-month period from the Date of Grant for the First Batch of the Share Options (or, as the case may be, the Date of Grant for Reserved Share Options) and ending on the last trading day of the 36-month period from the Date of Grant for the First Batch of the Share Options (or, as the case may be, the Date of Grant for Reserved Share Options). The exercisable share options shall be 33% of the total number of share options granted;
- The exercise period in respect of the second batch of the share options commences on the first trading day after the expiration of the 36-month period from the Date of Grant for the First Batch of the Share Options (or, as the case may be, the Date of Grant for Reserved Share Options) and ending on the last trading day of the 48-month period from the Date of Grant for the First Batch of the Share Options (or, as the case may be, the Date of Grant for Reserved Share Options). The exercisable share options shall be 33% of the total number of share options granted; and
- The exercise period in respect of the third batch of the share options commences on the first trading day after the expiration of the 48-month period from the Date of Grant for the First Batch of the Share Options (or, as the case may be, the Date of Grant for Reserved Share Options) and ending on the last trading day of the 84-month period from the Date of Grant for the First Batch of the Share Options (or, as the case may be, the Date of Grant for Reserved Share Options). The exercisable share options shall be 34% of the total number of share options granted.
Conditions of Exercise
The following conditions must be satisfied before the share options (including the share options granted on 3 June 2019 and the reserved share options granted on 29 May 2020 by the Company) become effective and exercisable by the Company and the Participants pursuant to the terms of the Share Option Incentive Scheme:
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- the Company having achieved the following performance targets, and none of the circumstances as stipulated in the relevant requirements of the SASAC and the CSRC that the share options shall not become effective having occurred:
Exercise period | Performance targets | |
Exercise period in respect of | (a) | the EOE for 2020 shall be no less than 12.15% and the 75th percentile |
the first batch of the share options | of the peer benchmark companies; | |
(b) the growth rate of the net profit attributable to the owners of the parent | ||
company for 2020 shall be no less than 8% as compared to that of the | ||
financial year ended 31 December 2018; and | ||
(c) | the EVA for 2020 shall reach the target assigned by COSCO SHIPPING | |
and the change in EVA is greater than 0. | ||
Second exercise period in respect of | (a) | the EOE for 2021 shall be no less than 13% and the 75th percentile of |
the second batch of the share options | the peer benchmark companies; | |
(b) the growth rate of the net profit attributable to the owners of the parent | ||
company for 2021 shall be no less than 18% as compared to that of | ||
the financial year ended 31 December 2018; and | ||
(c) the EVA for 2021 shall reach the target assigned by COSCO SHIPPING | ||
and the change in EVA is greater than 0. | ||
Third exercise period in respect of | (a) | the EOE for 2022 shall be no less than 14% and the 75th percentile of |
the third batch of the share options | the peer benchmark companies; | |
(b) | the growth rate of the net profit attributable to the owners of the parent | |
company for 2022 shall be no less than 30% as compared to that of | ||
the financial year ended 31 December 2018; and |
(c) the EVA for 2022 shall reach the target assigned by COSCO SHIPPING and the change in EVA is greater than 0.
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Other Information
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
- the Participants of the share options granted on 3 June 2019 having met the following conditions conducted pursuant to the revised appraisal measures for the Share Option Incentive Scheme, and none of the circumstances under which a person shall not become a Participant as set out in the Share Option Incentive Scheme having occurred:
Exercise of the first batch | Exercise of the second batch | Exercise of the third batch of |
of the Share Options | of the Share Options | the Share Options |
the Participant having obtained an | the Participant having obtained an | the Participant having obtained an |
assessment grade of "qualified" (or | assessment grade of "qualified" (or | assessment grade of "qualified" (or |
equivalent to "qualified") or above in | equivalent to "qualified") or above in | equivalent to "qualified") or above in his/ |
his/her performance review for 2020 | his/her performance review for 2021 | her performance review for 2022 |
- the Participants of the reserved share options granted on 29 May 2020 having met the following conditions conducted pursuant to the revised appraisal measures for the Share Option Incentive Scheme, and none of the circumstances under which a person shall not become a Participant as set out in the Share Option Incentive Scheme having occurred:
Exercise of the first batch | Exercise of the second batch | Exercise of the third batch |
of the Share Options | of the Share Options | of the Share Options |
the Participant having obtained an | the Participant having obtained an | the Participant having obtained an |
assessment grade of "qualified" (or | assessment grade of "qualified" (or | assessment grade of "qualified" (or |
equivalent to "qualified") or above in | equivalent to "qualified") or above in | equivalent to "qualified") or above in his/ |
his/her performance review for 2021 | his/her performance review for 2022 | her performance review for 2023 |
- According to relevant regulations, in order to protect the interests of the minority Shareholders and potential shareholders of the Company, in connection with the non-public issuance of A shares by the Company, the Directors (excluding independent non-executive Directors) and senior management of the Company have undertaken to ensure the Company's strict implementation of the remedial measures of the current return. The Directors (excluding independent non-executive Directors) and senior management of the Company who are also Participants under the Share Option Incentive Scheme, in addition to fulfilling the conditions of exercise above, shall also fulfill the condition of the Company implementing the remedial measures of the current return. The remuneration committee of the Company will appraise the implementation of the remedial measures of the return by the Company.
If one or more of the conditions of exercise in respect of any exercise period are not satisfied, such part of the share options shall lapse and be cancelled by the Company.
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Other Information
Fair Value of Share Options
The Company has selected the Black-Scholes model to calculate the fair value of share options and has adopted 3 June 2019 (i.e., the Date of Grant for the First Batch of the Share Options) and 29 May 2020 (i.e. the Date of Grant for Reserved Share Options) as the benchmark dates to determine the fair value of the share options respectively. According to the preliminary calculation by the Company: the fair value of each share option of the first batch is RMB2.00(1) and the aggregate value of 190,182,200 registered share options granted on the Date of Grant for the First Batch of the Share Options is RMB380,364,400; the fair value of each reserved share option is RMB0.85(1) and the aggregate value of 16,975,200 registered share options granted on the Date of Grant for Reserved Share Options is RMB14,428,920. The details of the reference factors are set out below:
Market price of A Shares | RMB4.82, being the closing price of A Shares as traded on the Shanghai Stock Exchange |
on 3 June 2019 | |
Exercise price of the first batch | RMB4.10, being the exercise price determined by the Board in accordance with the rules |
of the share options granted | stipulated by the CSRC and the State-owned Assets Supervision and Administration |
Commission of the State Council of the PRC ("SASAC") | |
Expected life | 3.83 years, being the weighted expected effective period |
Risk-free yield | 3.11%, being the 3.83-year yield to maturity of national bond rate |
Expected volatility | 41.57%, based on the historical volatility of the Company |
Expected rate of dividend | 0%(2) |
Market price of A Shares | RMB3.19, being the closing price of A Shares as traded on the Shanghai Stock Exchange |
on 28 May 2020 | |
Exercise price | RMB3.50, being the exercise price determined by the Board in accordance with the rules |
stipulated by the SASAC | |
Expected life of Reserved | 3.83 years, being the weighted expected effective period |
Share Options |
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Risk-free yield | 2.33%, being the 3.83-year yield to maturity of national bond rate |
Expected volatility | 35.2%, based on the historical volatility of the Company |
Expected rate of dividend | 0%(2) |
Notes:
- The calculation results of the value of the share options are subject to a number of assumptions of the parameters used herein and the limitation of the model adopted. Therefore, the estimated value of the share options may be subjective and uncertain.
- According to the applicable valuation method and relevant requirements of the SASAC, since the adjustment mechanism to the exercise price of the share options upon occurrence of distribution of dividend is provided in the Share Option Incentive Scheme, the expected rate of dividend shall not be taken into account in the determination of fair value of the share options.
COSCO SHIPPING Ports Share Option Scheme
On 8 June 2018, the Company convened its annual general meeting and COSCO SHIPPING Ports convened its extraordinary general meeting respectively, at which the adoption of the COSCO SHIPPING Ports Share Option Scheme was considered and approved.
On 19 June 2018, the board of directors of COSCO SHIPPING Ports was of the view that all the conditions of the grant of options had been fulfilled, and determined the date of the initial grant of the share options of COSCO SHIPPING Ports be on 19 June 2018 for the granting of 53,483,200 share options to 238 eligible participants, and had handled all necessary issues regarding the grant of share options.
Pursuant to the relevant requirements under the COSCO SHIPPING Ports Share Option Scheme, within one year after the abovementioned initial grant, COSCO SHIPPING Ports had granted a total of 3,640,554 share options to 17 participants in four times on 29 November 2018, 29 March 2019, 23 May 2019 and 17 June 2019 respectively, and had handled all necessary issues regarding the grant of share options.
Please refer to the circular of the Company dated 18 May 2018 (the "Circular") and announcements of COSCO SHIPPING Ports dated 19 June 2018, 29 November 2018, 29 March 2019, 23 May 2019 and 17 June 2019 for details of the COSCO SHIPPING Ports Share Option Scheme and each grant.
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Other Information
Movements of the share options granted under the COSCO SHIPPING Ports Share Option Scheme during the period are set out below:
Number of share options | ||||||||||
Transfer (to)/ | ||||||||||
Exercise | from other | Lapsed/ | % of total | |||||||
price | Outstanding | Granted | Exercised | catagories | cancelled | Outstanding | number of | |||
per share | at 1 January | during the | during the | during the | during the | at 30 June | issued | Exercisable | ||
Category | HK$ | 2020 | period | period | period | period | 2020 | shares | period | Notes |
Directors of COSCO SHIPPING Ports | 7.27 | 3,600,000 | - | - | - | - | 3,600,000 | 0.12% | 19.6.2020- | (1), (2) |
18.6.2023 | ||||||||||
Subtotal | 3,600,000 | - | - | - | - | 3,600,000 | ||||
Continuous contract employees | ||||||||||
7.27 | 42,172,743 | - | - | (1,445,926) | (1,105,219) | 39,621,598 | 1.25% | 19.6.2020- | (1), (3), (4) | |
18.6.2023 | ||||||||||
8.02 | 851,966 | - | - | - | (223,501) | 618,465 | 0.02% | 29.11.2020- | (5), (6) | |
28.11.2023 | ||||||||||
8.48 | 848,931 | - | - | - | - | 848,931 | 0.03% | 29.03.2021- | (7) | |
28.03.2024 | ||||||||||
7.27 | 666,151 | - | - | - | - | 666,151 | 0.02% | 23.05.2021- | (8) | |
22.05.2024 | ||||||||||
7.57 | 1,273,506 | - | - | - | - | 1,273,506 | 0.04% | 17.06.2021- | (9) | |
16.06.2024 | ||||||||||
Others | 7.27 | 4,492,607 | - | - | 1,445,926 | - | 5,938,533 | 0.19% | 19.6.2020- | (1), (4) |
18.6.2023 | ||||||||||
Subtotal | 50,305,904 | - | - | - | (1,338,720) | 48,967,184 | ||||
Total | 53,905,904 | - | - | - | (1,338,720) | 52,567,184 | ||||
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Other Information
Notes:
- The share options were granted on 19 June 2018 under the COSCO SHIPPING Ports Share Option Scheme at an exercise price of HK$7.27 per share. According to the provisions of the COSCO SHIPPING Ports Share Option Scheme, share options under each grant have a validity period of five years commencing from the date of grant and cannot be exercised during the two-year period commencing from the date of grant (the "Restriction Period"). Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of three years after the expiry of the Restriction Period, i.e. (a) 33.3% of the share options were vested on 19 June 2020; (b) 33.3% of the share options will be vested on 19 June 2021; and (c) 33.4% of the share options will be vested on 19 June 2022. Details of the vesting conditions for the share options are more particularly set out in section headed "11. Performance Target before the Options can be granted and vested - Performance Conditions for the vesting of Share Options" of the Circular.
- These options represent personal interest held by the relevant director of COSCO SHIPPING Ports as beneficial owner.
- Amongst the 1,105,219 share options, 920,984 share options were lapsed due to resignation or retirement of the relevant employees and 184,235 share options were cancelled according to the results of personal performance appraisal of the relevant employees.
- The 1,445,926 share options were transferred from the catagory of "continuous contract employees" to the category of "others" pursuant to the terms of the COSCO SHIPPING Ports Share Option Scheme.
- The share options were granted on 29 November 2018 under the COSCO SHIPPING Ports Share Option Scheme at an exercise price of HK$8.02 per share and were also subject to the Restriction Period. Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of three years after the expiry of the Restriction Period, i.e. (a) 33.3% of the share options will be vested on 29 November 2020; (b) 33.3% of the share options will be vested on 29 November 2021; and (c) 33.4% of the share options will be vested on 29 November 2022.
- The 233,501 share options were lapsed due to the resignation of the relevant employee.
- The share options were granted on 29 March 2019 under the COSCO SHIPPING Ports Share Option Scheme at an exercise price of HK$8.48 per share and were also subject to the Restriction Period. Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of three years after the expiry of the Restriction Period, i.e. (a) 33.3% of the share options will be vested on 29 March 2021; (b) 33.3% of the share options will be vested on 29 March 2022; and (c) 33.4% of the share options will be vested on 29 March 2023.
- The share options were granted on 23 May 2019 under the COSCO SHIPPING Ports Share Option Scheme at an exercise price of HK$7.27 per share and were also subject to the Restriction Period. Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of three years after the expiry of the Restriction Period, i.e. (a) 33.3% of the share options will be vested on 23 May 2021; (b) 33.3% of the share options will be vested on 23 May 2022; and (c) 33.4% of the share options will be vested on 23 May 2023.
- The share options were granted on 17 June 2019 under the COSCO SHIPPING Ports Share Option Scheme at an exercise price of HK$7.57 per share and were also subject to the Restriction Period. Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of three years after the expiry of the Restriction Period, i.e. (a) 33.3% of the share options will be vested on 17 June 2021; (b) 33.3% of the share options will be vested on 17 June 2022; and (c) 33.4% of the share options will be vested on 17 June 2023.
- According to the provisions of the COSCO SHIPPING Ports Share Option Scheme, no share options could be granted under the COSCO SHIPPING Ports Share Option Scheme since 19 June 2019 (i.e. one year from the date of the initial grant according to the COSCO SHIPPING Ports Share Option Scheme).
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Other Information
Capital Increase and Employees' Participation Plan Implemented by Shanghai Pan Asia Shipping Company Limited
Pursuant to the Opinion on Commencement of Pilot Employee Stock Ownership by Stated-Owned Holding Mixed Ownership Enterprises (Guo Zi Fa Gai Ge [2016] No. 133)《( 關於國有控股混合所有制企業開展員工持股試點的意見》(國資發改革[2016]133
號)), during 2017, Shanghai Pan Asia Shipping Company Limited ("Shanghai Pan Asia"), a subsidiary of COSCO SHIPPING Lines, decided to implement the capital increase and employees participation plan. Shanghai Pan Asia introduced certain strategic investor(s) by participating in the public tender for subscribing for equity on the Shanghai United Assets and Equity Exchange. The subscription price per unit will be not less than the appraised net asset value (after the filing procedures having been completed) per unit of the registered capital of Shanghai Pan Asia. Meanwhile, it introduced employees' participation through the employees' participation platform, under which employees will subscribe for equity interests at the final subscription price of strategic investor(s). Please refer to the announcement of COSCO SHIPPING Holdings dated 18 April 2017 for details.
As at the end of June 2017, COSCO SHIPPING Lines, Shanghai Pan Asia, Shanghai Fosun Industrial Investment Company Limited (上海復星產業投資有限公司) (a strategic investor) ("Fosun Industrial Investment") and Ningbo Hongyang Investment and Management LLP (寧波渱陽投資管理合夥企業(有限合夥)) (the employees' participation platform) ("Hongyang") signed an agreement on capital increase and completed the change of industrial and commercial registration. As at 30 June 2020, Shanghai Pan Asia was owned by COSCO SHIPPING Lines, Shanghai International Port (Group) Co., Ltd. and Fosun Industrial Investment as to 62%, 20% and 9.9382% (contributing approximately RMB424 million), respectively. The equity interest in Shanghai Pan Asia was owned by 共青城寰海投資管理合夥企業(有限合夥) as to 0.0618% (contributing approximately RMB3 million) and was subscribed for by Hongyang as to 8% (contributing approximately RMB341 million), respectively. The participating employees, of a total number of 150, are core management personnel of Shanghai Pan Asia, accounting for approximately 34.88% of its total headcount.
Interests of Directors, Supervisors and Chief Executives in Shares, Underlying Shares and Debentures
As at 30 June 2020, the interests of the Directors, Supervisors and chief executives of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") were as follows:
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
- Long positions in the shares, underlying shares and debentures of the Company:
Approximate | |||||
percentage of | Approximate | ||||
total issued share | percentage of | ||||
Number of | capital of the | total issued | |||
Name of Director | Capacity | Shares held | relevant class | share capital | |
Mr. YANG Zhijian(1) | Beneficial owner | 100,000 | H Shares | 0.00388% | 0.00082% |
936,000 | A Shares1 | 0.00967% | 0.00763% | ||
Mr. FENG Boming(2), (3) | Beneficial owner | 936,000 | A Shares | 0.00967% | 0.00763% |
Interest of spouse | 530,000 | A Shares | 0.00548% | 0.00432% | |
TEO Siong Seng | Beneficial owner | 161,000 | H Shares | 0.00624% | 0.00131% |
Notes:
- As of 30 June 2020, Mr. YANG Zhijian held 936,000 A share options under the A Share Option Incentive Scheme of the Company.
- As of 30 June 2020, Mr. FENG Boming held 936,000 A share options under the A Share Option Incentive Scheme of the Company.
- As of 30 June 2020, the spouse of Mr. FENG Boming held 530,000 A share options under the A Share Option Incentive Scheme of the Company. Mr. Feng Boming is therefore deemed to be interested in such share options of the Company.
- Long positions in shares, underlying shares and debentures of associated corporations of the Company:
Approximate | Approximate | ||||
percentage of | percentage of | ||||
total issued | total issued | ||||
share capital of | share capital | ||||
the relevant class | of the relevant | ||||
Name of Director/ | of associated | associated | |||
Name of associated corporation | Supervisor | Capacity | Number of Shares held | corporation | corporation |
COSCO SHIPPING Development | |||||
Co., Ltd. | YANG Zhijian | Beneficial owner | 400,000 H Shares | 0.01088% | 0.00345% |
FENG Boming | Beneficial owner | 29,100 A Shares | 0.00037% | 0.00025% | |
TEO Siong Seng | Beneficial owner | 200,000 A Shares | 0.00252% | 0.00172% | |
DENG Huangjun | Interest of spouse | 38,000 A Shares | 0.00048% | 0.00033% | |
COSCO SHIPPING Ports Limited | FENG Boming | Beneficial owner | 30,000 ordinary shares | 0.00095% | 0.00095% |
DENG Huangjun(1) | Beneficial owner | 1,253,154 ordinary shares | 0.03963% | 0.03963% | |
Note:
- As of 30 June 2020, Mr. DENG Huangjun was interested in 53,154 shares, including 2,095 scrip shares receivable pursuant to the scrip dividend scheme under the 2019 final dividend of COSCO SHIPPING Ports which were allotted on 17 July 2020, and 1,200,000 share options of COSCO SHIPPING Ports Limited.
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Other Information
Save as disclosed above, as at 30 June 2020, none of the Directors, Supervisors or chief executives of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.
Substantial Shareholders' Interests in the Shares and Underlying Shares of the Company
As at 30 June 2020, so far as was known to the Directors, Shareholders having interests in the A Shares and H Shares which fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO, were as follows:
Number of shares/Percentage of total issued share capital of the Company | ||||||
Capacity and | ||||||
Name | nature of interest | Long position | % (approx.) Short position | % (approx.) | Lending pool | % (approx.) |
China Ocean Shipping Co., Ltd. | Beneficial owner | A Shares: | ||||
(a State-owned enterprise in | 4,557,594,644 | 37.18 | ||||
China and the direct controlling shareholder | Interest of controlled | H Shares: | ||||
of the Company) | corporation | 87,635,000 | 0.71 | |||
Total: |
China COSCO Shipping Corporation Limited
(a State-owned enterprise in China and
an indirect controlling shareholder
of the Company)
4,645,229,644 | 37.89 | - | - | - | - | |
Beneficial owner | A Shares: | 8.33 | ||||
1,021,627,435 | ||||||
Interest of controlled | A Shares: | |||||
corporation | 4,557,594,644 | |||||
H Shares: | ||||||
87,635,000 | ||||||
Subtotal: | ||||||
4,645,229,644 | 37.89 | - | - | - | - | |
Total: |
5,666,857,079 | 46.22 | - | - | - | - |
Save as disclosed above, as at 30 June 2020, so far as was known to the Directors, there was no person (other than a Director, Supervisor or chief executive of the Company) who had any other interest or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO.
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Other Information
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Audit Committee
The Company has established the audit committee of the Company (the "Audit Committee") in compliance with Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The primary duties of the Audit Committee are to review the financial reporting process and the systems of internal controls of the Group (including the adequacy of resources, staff qualifications and experience, effectiveness of internal audit, corporate governance and control, and the training programs and budget of the Company's accounting and financial reporting function), the completeness and accuracy of its accounts and to liaise on behalf of the Directors with external auditors. The Audit Committee consists of three independent non-executive Directors, namely Mr. Zhou Zhonghui (chairman of the Audit Committee), Mr. Yang Liang Yee Philip, and Mr. Wu Dawei. The Audit Committee meets regularly with management of the Company and the Company's external auditors, and reviews external auditors' review and audit reports (as applicable) of the Group and the interim and annual financial statements, as the case may be. The Audit Committee has reviewed the unaudited interim financial information for the Reporting Period, and recommended its adoption by the Board.
Corporate Governance
The Company is committed to maintaining high standards of corporate governance by the Group. The Board considers that effective corporate governance is essential and makes important contribution to the corporate success and to enhancing Shareholder value.
The Company adopted a corporate governance code which incorporates all the code provisions in the Corporate Governance Code as set out in Appendix 14 to the Listing Rules (the "Corporate Governance Code") and a majority of the recommended best practices therein. Having made specific enquiries, other than the following matters, the Directors were not aware of any information which reasonably showed that the Company had not complied with the Corporate Governance Code or any applicable code provisions therein at any time during the Reporting Period.
Under the code provision A.4.2 of the Corporate Governance Code, every director (including those appointed for a specific term) should be subject to retirement by rotation at least once every three years.
Mr. WANG Haimin (an executive Director) and Mr. YANG Liang Yee Philip, Mr. WU Dawei, Mr. ZHOU Zhonghui and Mr. TEO Siong Seng (independent non-executive directors) were elected as executive directors and independent non-executive directors of the Company at the AGM held on 25 May 2017, whose terms expired in May 2020. As the Company is still handling matters in respect of the election of the Board, in order to ensure the continuity and stability of the work of the Board, the election of the Board will be postponed accordingly, and the terms of each committee of the Board of the Company will also be extended accordingly. All existing members of the fifth session of the Board will continue to perform their duties faithfully, diligently and effectively pursuant to the Company Law, other applicable laws and regulations and provisions of the Articles of Association of the Company, until the election of the Board is completed. The postponed election of the new session of the Board will not affect the normal operation of the Company. The Company will push forward the election of the new session of the Board as soon as practicable and fulfill the disclosure obligations in a timely manner pursuant to applicable regulations.
Model Code for Securities Transactions by Directors
The Company has adopted the Model Code as its own code of conduct (the "Code of Conduct") regarding securities transactions of the Directors and the Supervisors, on terms no less exacting than the required standard set out in the Model Code. After making specific enquiries to all Directors and Supervisors, they have confirmed that they had complied with the required standards as set out in the Model Code and the Code of Conduct for the Reporting Period.
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Other Information
Purchase, Sale or Redemption of Listed Securities
The Company had not redeemed any of its listed shares during the Reporting Period. Neither the Company nor any of its subsidiaries had purchased or sold any of its listed securities during the Reporting Period.
Interim Dividend
The Board did not recommend the distribution of an interim dividend for the Reporting Period.
Investor Relations
The Company highly values investor relations at all times and considers the maintenance of investor relations as part of its ongoing strategic work.
Due to the impact of the epidemic, in the first half of the year, the Group had extensive communication with the capital market by organizing road shows, reverse road shows, results press release, domestic and overseas investor meetings, providing hospitality to visitors and organizing telephone conferences. The Group had held a total of 67 personal or group meetings, made contact with 507 investors, and actively made responses to the questions of numerous medium and small investors through telephone, email, designated network platforms and other channels.
We publish announcements, periodic reports and promotional material of the Company on the website of the Company regularly and update such information in a timely manner. We also try our best to facilitate domestic and overseas media to obtain public information pursuant to laws and regulations.
While actively communicating with external parties, the Company also places great importance on opinions from the capital markets. The investment department actively collects relevant opinions and advice and reports to the senior management in a timely manner, making these opinions important references to the decision-making process of the Company.
During the above work processes, all senior management and relevant staff are in strict compliance with the domestic and overseas regulatory requirements, and actively and proactively conduct their tasks subject to laws and regulations.
The investor relations section on the website of the Company (http://hold.coscoshipping.com) addresses investor enquiries.
Corporate Culture
COSCO SHIPPING Holdings focuses on the vision and goal of becoming a worldwide first-tier supplier of container transportation and terminal investment and operation services, to build the four platforms of "strategic synergy, capital operation, compliance management, collaborative services". We always insist on winning the recognition of investors to maintain healthy and sustainable development of the Company; being client-oriented based on the principles of integrity, efficiency, innovation and win- win, so as to build the best brand of integrated shipping and logistics services; and on attracting and cultivating the employment of first- class talents to help our staff grow together with the enterprise. We uphold the enterprise spirit of "concerted efforts" to strive to become the model in the industry by promoting business performance, enhancing corporate value, increasing Shareholders' value and fulfilling social responsibility.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
41
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Unaudited Condensed Consolidated
Interim Balance Sheet
AS AT 30 JUNE 2020
As at | As at | ||
30 June | 31 December | ||
Note | 2020 | 2019 | |
RMB' 000 | RMB' 000 | ||
ASSETS | |||
Non-current assets | |||
Property, plant and equipment | 6 | 106,736,914 | 104,179,004 |
Right-of-use assets | 6 | 31,151,163 | 35,211,071 |
Investment properties | 6 | 2,344,194 | 2,328,986 |
Intangible assets | 6 | 5,332,713 | 5,402,003 |
Goodwill | 6,235,524 | 6,142,068 | |
Investments in joint ventures | 10,051,920 | 10,112,856 | |
Investments in associates | 21,539,882 | 20,649,708 | |
Financial assets at fair value through other comprehensive income | 1,827,721 | 2,097,256 | |
Financial assets at amortized cost | 841,533 | 1,028,432 | |
Restricted bank deposits | 2,386 | 396,213 | |
Deferred income tax assets | 779,341 | 944,463 | |
Loans to joint ventures and associates | 1,174,718 | 1,167,153 | |
Other non-current assets | 587,873 | 466,129 | |
Total non-current assets | 188,605,882 | 190,125,342 | |
Current assets | |||
Inventories | 3,405,619 | 4,054,417 | |
Trade and other receivables and contract assets | 7 | 14,912,676 | 14,784,258 |
Financial assets at fair value through profit or loss | 900,309 | 1,066,819 | |
Financial assets at amortized cost | 456,161 | 306,157 | |
Taxes recoverable | 55,645 | 56,654 | |
Restricted bank deposits | 643,141 | 243,695 | |
Cash and cash equivalents | 45,402,662 | 49,689,784 | |
Assets classified as held for sale | 18 | - | 1,896,904 |
Total current assets | 65,776,213 | 72,098,688 | |
Total assets | 254,382,095 | 262,224,030 | |
42
Unaudited Condensed Consolidated
Interim Balance Sheet
AS AT 30 JUNE 2020
As at | As at | ||
30 June | 31 December | ||
Note | 2020 | 2019 | |
RMB' 000 | RMB' 000 | ||
EQUITY | |||
Equity attributable to the equity holders of the Company | |||
Share capital | 8 | 12,259,529 | 12,259,529 |
Reserves | 24,651,420 | 23,100,147 | |
36,910,949 | 35,359,676 | ||
Non-controlling interests | 33,991,540 | 33,765,561 | |
Total equity | 70,902,489 | 69,125,237 | |
LIABILITIES | |||
Non-current liabilities | |||
Long-term borrowings | 9 | 88,146,942 | 92,525,212 |
Lease liabilities | 21,551,724 | 25,411,032 | |
Provisions and other liabilities | 10 | 335,046 | 338,514 |
Put option liability | 1,569,234 | 1,518,793 | |
Pension and retirement liabilities | 484,356 | 429,201 | |
Derivative financial liabilities | 60,367 | 61,935 | |
Deferred income tax liabilities | 2,103,808 | 2,342,980 | |
Total non-current liabilities | 114,251,477 | 122,627,667 | |
Current liabilities | |||
Trade and other payables and contract liabilities | 11 | 33,876,113 | 34,233,284 |
Derivative financial liabilities | 22,810 | 22,387 | |
Short-term borrowings | 9 | 11,218,542 | 16,252,030 |
Current portion of long-term borrowings | 9 | 15,645,287 | 11,099,640 |
Current portion of lease liabilities | 7,007,196 | 7,410,950 | |
Current portion of provisions and other liabilities | 10 | 16,554 | 26,391 |
Taxes payable | 1,441,627 | 1,267,185 | |
Liabilities directly associated with assets classified as held for sale | 18 | - | 159,259 |
Total current liabilities | 69,228,129 | 70,471,126 | |
Total liabilities | 183,479,606 | 193,098,793 | |
Total equity and liabilities | 254,382,095 | 262,224,030 | |
Net current (liabilities)/assets | (3,451,916) | 1,627,562 | |
Total assets less current liabilities | 185,153,966 | 191,752,904 | |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
43
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Unaudited Condensed Consolidated
Interim Income Statement
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Six months ended 30 June | |||
Note | 2020 | 2019 | |
RMB' 000 | RMB' 000 | ||
Continuing operations | |||
Revenues | 5 | 74,052,930 | 71,762,486 |
Cost of services and inventories sold | (67,209,625) | (64,400,210) | |
Gross profit | 6,843,305 | 7,362,276 | |
Other income | 12 | 1,380,651 | 1,031,753 |
Other expenses | 12 | (107,209) | (216,641) |
Net impairment losses on financial assets | 13 | (167,635) | (25,886) |
Selling, administrative and general expenses | (4,537,815) | (4,355,317) | |
Operating profit | 3,411,297 | 3,796,185 | |
Finance income | 14 | 370,269 | 431,344 |
Finance costs | 14 | (2,515,167) | (3,093,808) |
Net finance costs | 14 | (2,144,898) | (2,662,464) |
1,266,399 | 1,133,721 | ||
Share of profits less losses of | |||
- joint ventures | 304,299 | 397,120 | |
- associates | 711,868 | 693,136 | |
Profit before income tax from continuing operations | 2,282,566 | 2,223,977 | |
Income tax expenses | 15 | (344,234) | (359,828) |
Profit for the period from continuing operations | 1,938,332 | 1,864,149 | |
Discontinued operation | |||
Profit for the period from discontinued operation | - | 150,920 | |
Profit for the period | 1,938,332 | 2,015,069 | |
Profit attributable to: | |||
- Equity holders of the Company | 1,137,164 | 1,164,386 | |
- Non-controlling interests | 801,168 | 850,683 | |
1,938,332 | 2,015,069 | ||
Profit attributable to equity holders of | |||
the Company arising from: | |||
- Continuing operations | 1,137,164 | 1,051,196 | |
- Discontinued operation | - | 113,190 | |
1,137,164 | 1,164,386 | ||
44
Unaudited Condensed Consolidated
Interim Income Statement
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Six months ended 30 June | |||
Note | 2020 | 2019 | |
RMB' 000 | RMB' 000 | ||
Earnings per share attributable to equity holders of the Company: | |||
Basic earnings per share | |||
- From continuing operations | 16 | 0.0928 | 0.0882 |
- From discontinued operation | 16 | - | 0.0095 |
0.0928 | 0.0977 | ||
Diluted earnings per share | |||
- From continuing operations | 16 | 0.0928 | 0.0882 |
- From discontinued operation | 16 | - | 0.0095 |
0.0928 | 0.0977 | ||
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
45
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Unaudited Condensed Consolidated
Interim Statement of Comprehensive Income
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Profit for the period | 1,938,332 | 2,015,069 |
Other comprehensive (loss)/income | ||
Items that may be reclassified to profit or loss | ||
Share of other comprehensive income/(loss) of joint ventures and associates, net | 6,501 | (4,608) |
Cash flow hedges, net of tax | 1,800 | (14,512) |
Release of reserve upon deemed disposal of an associate | - | (163) |
Release of reserve upon disposal of an associate | 24,387 | - |
Release of reserve upon disposal of subsidiaries | (33,205) | - |
Currency translation differences | 540,940 | 31,578 |
Items that will not be reclassified to profit or loss | ||
Changes in the fair value of equity investments at fair value through | ||
other comprehensive income, net of tax | (220,635) | (4,275) |
Remeasurements of post-employment benefit obligations | (78,497) | (4,278) |
Share of other comprehensive (loss)/income of an associate | (7,109) | 13,318 |
Other comprehensive income for the period, net of tax | 234,182 | 17,060 |
Total comprehensive income for the period | 2,172,514 | 2,032,129 |
Total comprehensive income for the period attributable to: | ||
- Equity holders of the Company | 1,253,491 | 1,181,310 |
- Non-controlling interests | 919,023 | 850,819 |
2,172,514 | 2,032,129 | |
Total comprehensive income attributable to equity holders of | ||
the Company arising from: | ||
- Continuing operations | 1,253,491 | 1,063,276 |
- Discontinued operation | - | 118,034 |
1,253,491 | 1,181,310 | |
46
Unaudited Condensed Consolidated
Interim Statement of Changes in Equity
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Equity | Non- | |||
holders of | controlling | |||
the Company | interests | Total | ||
RMB' 000 | RMB' 000 | RMB' 000 | ||
Balance at 1 January 2020 | 35,359,676 | 33,765,561 | 69,125,237 | |
Comprehensive income | ||||
Profit for the period | 1,137,164 | 801,168 | 1,938,332 | |
Other comprehensive (loss)/income: | ||||
Share of other comprehensive (loss)/income of joint ventures and | ||||
associates, net | (2,557) | 1,949 | (608) | |
Cash flow hedges, net of tax | 977 | 823 | 1,800 | |
Changes in the fair value of equity investments at fair value through | ||||
other comprehensive income, net of tax | (127,323) | (93,312) | (220,635) | |
Release of reserve upon disposal of an associate | 12,032 | 12,355 | 24,387 | |
Release of reserve upon disposal of subsidiaries | (16,385) | (16,820) | (33,205) | |
Currency translation differences | 310,011 | 230,929 | 540,940 | |
Remeasurements of post-employment benefit obligations | (60,428) | (18,069) | (78,497) | |
Total other comprehensive income | 116,327 | 117,855 | 234,182 | |
Total comprehensive income for the period | 1,253,491 | 919,023 | 2,172,514 | |
Transactions with owners: | ||||
Acquisition of additional interest in a subsidiary | 118,423 | (174,391) | (55,968) | |
Dividends declared to non-controlling shareholders of subsidiaries | - | (639,722) | (639,722) | |
Fair value of share options granted | 71,977 | 3,488 | 75,465 | |
Partial disposal of subsidiaries | 118,229 | 577,193 | 695,422 | |
Disposal of subsidiaries | - | (448,618) | (448,618) | |
Put option liability movement | (13,697) | (14,067) | (27,764) | |
Others | 2,850 | 3,073 | 5,923 | |
Total transactions with owners | 297,782 | (693,044) | (395,262) | COSCO |
As at 30 June 2020 | 36,910,949 | 33,991,540 | 70,902,489 | |
.Ltd ,.Co Holdings SHIPPING | ||||
2020 Report Interim |
47
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Unaudited Condensed Consolidated Interim Statement of Changes in Equity
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Equity | Non- | ||
holders of | controlling | ||
the Company | interests | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Balance at 1 January 2019 | 21,147,569 | 32,925,593 | 54,073,162 |
Comprehensive income | |||
Profit for the period | 1,164,386 | 850,683 | 2,015,069 |
Other comprehensive (loss)/income: | |||
Changes in the fair value of equity investments at fair value through | |||
other comprehensive income, net of tax | (3,942) | (333) | (4,275) |
Cash flow hedges, net of tax | (3,080) | (11,432) | (14,512) |
Share of other comprehensive income of joint ventures and | |||
associates, net | 5,151 | 3,559 | 8,710 |
Release of reserve upon deemed disposal of an associate | (81) | (82) | (163) |
Currency translation differences | 22,087 | 9,491 | 31,578 |
Remeasurements of post-employment benefit obligations | (3,211) | (1,067) | (4,278) |
Total other comprehensive income | |||
16,924 | 136 | 17,060 | |
Total comprehensive income for the period | 1,181,310 | 850,819 | 2,032,129 |
Transactions with owners: | |||
Issue of A-shares | 7,702,574 | - | 7,702,574 |
Acquisition of a subsidiary | - | 967,747 | 967,747 |
Acquisition of additional interest in a subsidiary | 52,749 | (119,726) | (66,977) |
Dividends declared to minority shareholders of subsidiaries | - | (472,426) | (472,426) |
Fair value of share options granted | 13,784 | 3,574 | 17,358 |
Recognition of put option liability arising from acquisition of a subsidiary | (695,502) | (755,255) | (1,450,757) |
Others | 11,008 | (6,113) | 4,895 |
Total transactions with owners | 7,084,613 | (382,199) | 6,702,414 |
As at 30 June 2019 | 29,413,492 | 33,394,213 | 62,807,705 |
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Unaudited Condensed Consolidated
Interim Cash Flows Statement
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Cash flows from operating activities | ||
Cash generated from operations | 11,321,765 | 9,421,988 |
Interest received | 370,269 | 384,062 |
Income tax paid | (254,343) | (339,211) |
Net cash generated from operating activities | 11,437,691 | 9,466,839 |
Cash flows from investing activities | ||
Purchase of property, plant and equipment, investment properties and | (3,337,226) | |
intangible assets | (6,262,322) | |
Acquisition of subsidiaries, net of cash acquired | 20,563 | 6,947 |
Disposal of subsidiaries, net of cash disposed (note 18) | 855,205 | - |
Investments in joint ventures and associates | (761,899) | (237,318) |
Proceeds from disposal of property, plant and equipment, investment properties | 72,375 | |
and intangible assets | 52,392 | |
Cash received from disposal of investments in joint ventures and associates | 319,766 | - |
Cash received from disposal of financial assets through profit or loss | 129,593 | 290,283 |
Repayment of loans from a former subsidiary (note 18) | 846,273 | - |
Dividends received from joint ventures | 352,037 | 292,825 |
Dividends received from associates | 139,046 | 119,004 |
Dividends received from financial assets | 3,255 | 69,419 |
Interest income from financial assets | 133,631 | 79,529 |
Others | 56,237 | (2,874) |
Net cash used in investing activities | (1,171,144) | (5,592,115) |
Cash flows from financing activities | ||
Proceeds from borrowings | 17,379,205 | 27,520,259 |
Repayments of borrowings | (23,613,909) | (33,107,549) |
Dividends paid to non-controlling shareholders of subsidiaries | (2,132,556) | (86,267) |
Interest paid | (1,813,153) | (2,462,642) |
Issue of A-shares | - | 7,704,128 |
Payment of lease liabilities | (5,300,613) | (3,995,561) |
Loans from a non-controlling shareholder of a subsidiary | 251,999 | - |
Repayment of loans from joint ventures | (122,434) | - |
Decrease/(increase) in restricted bank balances | 1,515 | (385,922) |
Transaction with non-controlling shareholders for partial disposal of subsidiaries | 695,422 | - |
Others | (359,500) | (204,377) |
Net cash used in financing activities | (15,014,024) | (5,017,931) |
Net decrease in cash and cash equivalents | (4,747,477) | (1,143,207) |
Cash and cash equivalents as at 1 January (included cash and cash equivalents | 49,764,800 | |
and assets classified as held for sale) | 32,837,729 | |
Net increase in cash and cash equivalents of disposal group classified | - | |
as held for sale | (9,478) | |
Exchange differences | 385,339 | 184,793 |
Cash and cash equivalents as at 30 June | 45,402,662 | 31,869,837 |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
49
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
-
General information
COSCO SHIPPING Holdings Company Limited (the "Company") was incorporated in the People's Republic of China (the "PRC") on 3 March 2005 as a joint stock company with limited liability under the Company Law of the PRC. The address of its registered office is 2nd Floor, 12 Yuanhang Business Centre, Central Boulevard and East Seven Road Junction, Tianjin Port Free Trade Zone, Tianjin, the PRC. The H-Shares and A-Shares of the Company are listed on the Main Board of the Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange respectively.
The businesses of the Company and its subsidiaries (the "Group") mainly include the provisions of a range of container shipping, managing and operating container terminals services on a worldwide basis.
The directors of the Company (the "Directors") regard China COSCO SHIPPING Corporation Limited ("China COSCO SHIPPING"), a state-owned enterprise established in the PRC, as being the Company's ultimate parent company. China COSCO SHIPPING and its subsidiaries (other than the Group) are collectively referred to as "China COSCO SHIPPING Group". The Directors regard China Ocean SHIPPING Company Limited ("COSCO") as the immediate parent company.
This unaudited interim financial information for the six months ended 30 June 2020 (the "Interim Financial Information") is presented in Renminbi ("RMB") and all values are rounded to the nearest thousand except when otherwise indicated. The Interim Financial Information was approved by the Directors for issue on 28 August 2020. - Basis of preparation and significant accounting policies
The Interim Financial Information has been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").
The consolidated financial statements have been prepared on a going concern basis and under the historical cost convention except for certain financial assets and liabilities (including derivative instruments) which have been stated at fair value.
The Interim Financial Information should be read in conjunction with the annual audited financial statements for the year ended 31 December 2019 (the "2019 Annual Financial Statements") which were prepared in accordance with the Hong Kong Financial Reporting Standards ("HKFRS") issued by the HKICPA.
50
Notes to the Unaudited Condensed Consolidated Interim Financial Information
2 Basis of preparation and significant accounting policies (Continued)
Except as described below and for the estimation of income tax using the tax rate that would be applicable to expected total annual earning, the significant accounting policies and methods of computation used in the preparation of the Interim Financial Information are consistent with the 2019 Annual Financial Statements.
The following new standards, amendments and interpretation have been adopted by the Group for the first time for the financial year beginning on 1 January 2020:
- Definition of Material - HKAS 1 and HKAS 8 (Amendments)
- Definition of a Business - HKFRS 3 (Amendments)
- Interest Rate Benchmark Reform - HKFRS 9, HKAS 39 and HKFRS 7 (Amendments)
- Revised Conceptual Framework for Financial Reporting
The adoption of the above new standards, amendments, and interpretation to existing HKFRS do not have a material impact on the consolidated financial statements of the Group.
The HKICPA has issued certain new standards, amendments and interpretation which are not yet effective for the year ending 31 December 2020 and have not been early adopted by the Group. The Group will apply these standards, amendments and interpretation to existing standards as and when they become effective. These new standards, amendments and interpretation are not expected to have a material impact on the consolidated financial statements of the Group.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
3 Financial risk management
-
Financial risk factors
All aspects of the Group's financial risk management objectives and practices are consistent with those disclosed in the 2019 Annual Financial Statements.
As at 30 June 2020, the Group's current liabilities exceeded its current assets by approximately RMB3,452 million. As at 30 June 2020, the Group (excluding COSCO SHIPPING Ports Limited ("COSCO SHIPPING Ports") and Orient Overseas (International) Limited ("OOIL")) had total unutilized uncommitted credit facilities of approximately RMB47,831 million from banks. The Board believes that, based on experience to date, it is likely that the Group will continue to be able to drawdown loans from these facilities in the foreseeable future if required. In preparing the consolidated interim financial information, the Board considers the adequacy of cash inflows from operations and financing activities to meet its financial obligations as and when they fall due and prepared a cash flow forecast for the Group for the coming 12 months. With the cash inflows from operations and available credit facilities, the Board considers that the Group will be able to obtain sufficient financing to enable it to operate, meet its liabilities as and when they become due, and satisfy its capital expenditure requirements at least for the coming 12 months. Accordingly, the Board believes that it is appropriate to prepare the consolidated interim financial information on a going concern basis. - Fair value estimation
The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: - Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
52
Notes to the Unaudited Condensed Consolidated Interim Financial Information
3 Financial risk management (Continued)
-
Fair value estimation (Continued)
The following table presents the Group's assets and liabilities that are measured at fair value as at 30 June 2020:
Level 1 | Level 2 | Level 3 | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Financial assets at fair value through | ||||
profit or loss at ("FVPL") | ||||
- Equity securities | 173,847 | - | - | 173,847 |
- Debt securities | 726,462 | - | - | 726,462 |
Financial assets at fair value through other | ||||
comprehensive income ("FVOCI") | 860,807 | - | 966,914 | 1,827,721 |
Derivative financial instruments | - | 83,177 | - | 83,177 |
Put option liability | - | - | 1,569,234 | 1,569,234 |
The following table presents the Group's assets and liabilities that are measured at fair value as at 31 December 2019:
Level 1 | Level 2 | Level 3 | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Financial assets at FVPL | ||||
- Equity securities | 262,815 | - | - | 262,815 |
- Debt securities | 804,004 | - | - | 804,004 |
Financial assets at FVOCI | 1,079,399 | - | 1,017,857 | 2,097,256 |
Derivative financial instruments | - | 84,322 | - | 84,322 |
Put option liability | - | - | 1,518,793 | 1,518,793 |
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regular occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
3 Financial risk management (Continued)
-
Fair value estimation (Continued)
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Specific valuation techniques used to value financial instruments include: - Quoted market prices or dealer quotes for similar instruments.
- Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.
Movements of financial instruments classified as level 3 recognized in the Interim Financial Information are as follows:
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Financial assets at FVOCI | ||
As at 1 January | 1,017,857 | 988,590 |
Fair value change | (52,290) | (48,079) |
Currency translation differences | 1,347 | (6,222) |
As at 30 June | 966,914 | 934,289 |
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Put option liability | ||
As at 1 January | 1,518,793 | - |
Addition | - | 1,442,089 |
Remeasurement | 27,762 | 8,671 |
Currency translation differences | 22,679 | 19,278 |
As at 30 June | 1,569,234 | 1,470,038 |
As at 30 June 2020, description of the valuation techniques and the inputs used in the fair value measurement in level
3 include:
- The fair value of investments in unlisted property management companies and a hotel are determined using valuation techniques (including asset-based approach and market comparable approach). The inputs are mainly prices per square metre.
- The fair value of other unlisted financial assets is determined by reference to valuation report or the valuation performed by management using valuation techniques (including price/earnings multiple method and direct market quote). The inputs are mainly price/earnings multiples. A discount rate of 20% is applied to computing the fair value on top of market price/earnings multiples.
- The fair value of the put option liability is determined based on derived using a present value calculation. The
key inputs applied include the projected financial position and EBITDA of a subsidiary using management's | |
54 | business plans and market multiples adopted. |
Notes to the Unaudited Condensed Consolidated Interim Financial Information
- Financial risk management (Continued)
-
Fair value estimation (Continued)
Financial assets and liabilities approximate to their carrying amounts including: trade and other receivables and contract assets, financial assets at amortized cost, cash and bank balances, restricted bank deposits, loans to joint ventures and associates, trade and other payables and contract liabilities, lease liabilities, short-term and long-term borrowings.
-
Fair value estimation (Continued)
- Critical accounting estimates and judgements
The preparation of the Interim Financial Information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing the Interim Financial Information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were basically the same as those that applied to the 2019 Annual Financial Statements. - Revenues and segment information
Operating segments
The chief operating decision-maker has been identified as the executive directors of the Group. The executive directors review the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports and analyzed from a business perspective:
- Container shipping business
- Container terminal business
- Corporate and other operations that primarily comprise investment holding, management services and financing
Segment assets are those operating assets that are employed by a segment in its operating activities. They exclude investments in joint ventures, investments in associates, loans to joint ventures and associates, financial assets at FVOCI, financial assets at FVPL, financial assets at amortized cost and assets classified as held for sale not related to the segment and unallocated assets. Segment liabilities are these operating liabilities that result from the operating activities of a segment.
Unallocated assets consist of taxes recoverable and deferred income tax assets. Unallocated liabilities consist of taxes payables and deferred income tax liabilities.
Addition to non-current assets comprises additions to property, plant and equipment, investment properties, intangible assets and right-of-use assets.
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued)
Operating segments (Continued)
Six months ended 30 June 2020 | |||||
Container | Container | ||||
shipping | terminal | Corporate and | Inter-segment | ||
business(#) | business | other operations | elimination | Total | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
Income statement | |||||
Total revenues | 71,587,784 | 3,224,615 | - | (759,469) | 74,052,930 |
Comprising: | |||||
- Inter-segment revenues | 6,105 | 753,364 | - | (759,469) | - |
- Revenues (from external customers) | 71,581,679 | 2,471,251 | - | - | 74,052,930 |
Revenues from contracts with customers: | |||||
At a point in time | 4,308,176 | - | - | - | 4,308,176 |
Over time | 67,279,608 | 3,224,615 | - | (759,469) | 69,744,754 |
71,587,784 | 3,224,615 | - | (759,469) | 74,052,930 | |
Segment profit/(loss) | 2,526,277 | 958,445 | (73,425) | - | 3,411,297 |
Finance income | 296,120 | 47,258 | 115,487 | (88,596) | 370,269 |
Finance costs | (1,417,417) | (493,410) | (692,936) | 88,596 | (2,515,167) |
Share of profits less losses of | |||||
- joint ventures | 54,342 | 249,947 | 10 | - | 304,299 |
- associates | 7,293 | 654,994 | 49,581 | - | 711,868 |
Profit/(loss) before income tax | 1,466,615 | 1,417,234 | (601,283) | - | 2,282,566 |
Income tax expenses | (133,999) | (210,234) | (1) | - | (344,234) |
Profit/(loss) for the period | 1,332,616 | 1,207,000 | (601,284) | - | 1,938,332 |
Gain on disposal of property, plant and | |||||
equipment, net | 32,366 | 1,462 | - | - | 33,828 |
Depreciation and amortization | 5,588,853 | 669,440 | 1,882 | - | 6,260,175 |
Additions to non-current assets | 2,467,161 | 612,832 | 169 | - | 3,080,162 |
- Revenues for container shipping business, include respective service income and other related income, and are recognized at a point in-time or over-time.
56
Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued)
Operating segments (Continued)
Six months ended 30 June 2019 | ||||||||
Continuing operations | ||||||||
Container | Container | Corporate | ||||||
shipping | terminal | and other | Inter-segment | Discontinued | ||||
business(#) | business | operations | elimination | Sub-total | operation | Elimination | Group | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
Income statement | ||||||||
Total revenues | 68,907,345 | 3,566,346 | - | (711,205) | 71,762,486 | 896,321 | (557,645) | 72,101,162 |
Comprising: | ||||||||
- Inter-segment revenues | 3,047 | 708,158 | - | (711,205) | - | 557,645 | (557,645) | - |
- Revenues (from external customers) | 68,904,298 | 2,858,188 | - | - | 71,762,486 | 338,676 | - | 72,101,162 |
Revenues from contracts with customers: | ||||||||
At a point in time | 4,742,875 | - | - | - | 4,742,875 | - | - | 4,742,875 |
Over time | 64,164,470 | 3,566,346 | - | (711,205) | 67,019,611 | 896,321 | (557,645) | 67,358,287 |
68,907,345 | 3,566,346 | - | (711,205) | 71,762,486 | 896,321 | (557,645) | 72,101,162 | |
Segment profit | 3,016,930 | 690,820 | 88,435 | - | 3,796,185 | 298,004 | - | 4,094,189 |
Finance income | 299,568 | 36,287 | 186,533 | (91,044) | 431,344 | 6,839 | - | 438,183 |
Finance costs | (1,879,780) | (329,786) | (975,286) | 91,044 | (3,093,808) | (153,923) | - | (3,247,731) |
Share of profits less losses of | ||||||||
- joint ventures | 60,495 | 336,625 | - | - | 397,120 | - | - | 397,120 |
- associates | 49,159 | 643,977 | - | - | 693,136 | - | - | 693,136 |
Profit/(loss) before income tax | 1,546,372 | 1,377,923 | (700,318) | - | 2,223,977 | 150,920 | - | 2,374,897 |
Income tax expenses | (150,002) | (209,826) | - | - | (359,828) | - | - | (359,828) |
Profit/(loss) for the period | 1,396,370 | 1,168,097 | (700,318) | - | 1,864,149 | 150,920 | - | 2,015,069 |
Gain/(loss) on disposal of property, plant and | ||||||||
equipment, net | 32,593 | (6,147) | - | - | 26,446 | - | - | 26,446 |
Depreciation and amortization | 5,220,929 | 654,008 | 1,689 | - | 5,876,626 | - | - | 5,876,626 |
Additions to non-current assets | 6,683,165 | 2,208,900 | 5,379 | - | 8,897,444 | 24,160 | - | 8,921,604 |
- Revenues for container shipping business, include respective service income and other related income, and are recognized at a point in-time or over-time.
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued)
Operating segments (Continued)
As at 30 June 2020 | |||||
Container | Container | ||||
shipping | terminal | Corporate and | Inter-segment | ||
business | business | other operations | elimination | Total | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
Balance sheet | |||||
Segment operating assets | 174,001,151 | 41,810,615 | 18,840,098 | (17,896,999) | 216,754,865 |
Investments in joint ventures | 1,121,230 | 8,930,690 | - | - | 10,051,920 |
Investments in associates | 1,835,615 | 19,704,267 | - | - | 21,539,882 |
Loans to joint ventures and associates | - | 1,174,718 | - | - | 1,174,718 |
Financial assets at FVOCI | 822,708 | 1,005,013 | - | - | 1,827,721 |
Financial assets at FVPL | 900,309 | - | - | - | 900,309 |
Financial assets at amortized cost | 1,297,694 | - | - | - | 1,297,694 |
Unallocated assets | 834,986 | ||||
Total assets | 254,382,095 | ||||
Segment operating liabilities | 117,608,287 | 31,152,101 | 49,070,782 | (17,896,999) | 179,934,171 |
Unallocated liabilities | 3,545,435 | ||||
Total liabilities | 183,479,606 | ||||
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued)
Operating segments (Continued)
As at 31 December 2019 | |||||
Container | Container | ||||
shipping | terminal | Corporate and | Inter-segment | ||
business | business | other operations | elimination | Total | |
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
Balance sheet | |||||
Segment operating assets | 179,839,153 | 39,917,140 | 13,436,674 | (10,295,339) | 222,897,628 |
Investments in joint ventures | 1,188,725 | 8,924,131 | - | - | 10,112,856 |
Investments in associates | 1,434,076 | 19,215,632 | - | - | 20,649,708 |
Loans to joint ventures and associates | - | 1,167,153 | - | - | 1,167,153 |
Financial assets at FVOCI | 887,757 | 1,209,499 | - | - | 2,097,256 |
Financial assets at FVPL | 1,066,819 | - | - | - | 1,066,819 |
Financial assets at amortized cost | 1,334,589 | - | - | - | 1,334,589 |
Assets classified as held for sale | - | 1,896,904 | - | - | 1,896,904 |
Unallocated assets | 1,001,117 | ||||
Total assets | 262,224,030 | ||||
Segment operating liabilities | 119,077,725 | 31,665,701 | 48,881,282 | (10,295,339) | 189,329,369 |
Liabilities directly associated with assets | |||||
classified as held for sale | - | 159,259 | - | - | 159,259 |
Unallocated liabilities | 3,610,165 | ||||
Total liabilities | 193,098,793 | ||||
Geographical information
-
Revenues
The Group's businesses are managed on a worldwide basis. The revenues generated from the world's major trade lanes for container shipping business mainly include Trans-Pacific,Asia-Europe,Intra-Asia, within Mainland China, other international region (including the Atlantic) which are reported as follows:
Geographical | Trade lanes |
America | Trans-Pacific |
Europe | Asia-Europe (including Mediterranean) |
Asia Pacific | Intra-Asia (including Australia) |
Mainland China | Within Mainland China |
Other international market | Other international region (including the Atlantic) |
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued)
Geographical information (Continued)
-
Revenues (Continued)
For the geographical information, freight revenues from container shipping are analyzed based on trade lanes for container shipping operations.
In respect of container terminals operations, corporate and other operations, revenues are based on the geographical locations in which the business operations are located.
Six months ended 30 June 2020 | |||||
Total | Inter-segment | External | |||
revenues | revenues | revenues | |||
RMB' 000 | RMB' 000 | RMB' 000 | |||
Continuing operations | |||||
Container shipping business | |||||
- America | 19,641,218 | - | 19,641,218 | ||
- Europe | 16,008,767 | - | 16,008,767 | ||
- Asia Pacific | 18,909,218 | - | 18,909,218 | ||
- Mainland China | 7,971,596 | (6,105) | 7,965,491 | ||
- Other international market | 9,056,985 | - | 9,056,985 | ||
Container shipping business | 71,587,784 | (6,105) | 71,581,679 | ||
Container terminal business, corporate and other operations | |||||
- Europe | 1,800,509 | (334,818) | 1,465,691 | ||
- Asia Pacific | 96,038 | (26,798) | 69,240 | ||
- Mainland China | 1,328,068 | (391,748) | 936,320 | ||
Container terminal business, corporate and other operations | 3,224,615 | (753,364) | 2,471,251 | ||
Total | 74,812,399 | (759,469) | 74,052,930 | ||
60
Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued) Geographical information (Continued)
(a) Revenues (Continued)
Six months ended 30 June 2019 | |||||
Total | Inter-segment | External | |||
revenues | revenues | revenues | |||
RMB' 000 | RMB' 000 | RMB' 000 | |||
Continuing operations | |||||
Container shipping business | |||||
- America | 19,466,235 | - | 19,466,235 | ||
- Europe | 14,967,414 | - | 14,967,414 | ||
- Asia Pacific | 16,634,695 | - | 16,634,695 | ||
- Mainland China | 8,958,778 | (3,047) | 8,955,731 | ||
- Other international market | 8,880,223 | - | 8,880,223 | ||
Container shipping business | 68,907,345 | (3,047) | 68,904,298 | ||
Container terminal business, corporate and other operations | |||||
- Europe | 1,926,300 | (321,369) | 1,604,931 | ||
- Mainland China | 1,640,046 | (386,789) | 1,253,257 | ||
Container terminal business, corporate and other operations | 3,566,346 | (708,158) | 2,858,188 | ||
Total | 72,473,691 | (711,205) | 71,762,486 | ||
Discontinued operation | |||||
- America | 896,321 | (557,645) | 338,676 | ||
The Group's revenues are mainly with contract period of less than one year. So, the Group takes the expedient not to disclose the unsatisfied performance obligation under HKFRS 15.
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61
Notes to the Unaudited Condensed Consolidated Interim Financial Information
5 Revenues and segment information (Continued)
Geographical information (Continued)
-
Non-currentassets
The Group's non-current assets, other than financial instruments and deferred income tax assets ("Geographical Non-Current Assets"), consist of its property, plant and equipment, investment properties, intangible assets, right-of- use assets, investments in joint ventures, investments in associates and other non-current assets.
The container vessels and containers (included in property, plant and equipment and right-of-use assets) are primarily utilized across geographical markets for shipment of cargoes throughout the world. Accordingly, it is impractical to present the locations of the container vessels and containers by geographical areas and thus the container vessels, containers and vessels under construction are presented as unallocated non-current assets.
In respect of the remaining Geographical Non-Current Assets, they are presented based on the geographical locations in which the business operations/assets are located.
As at | As at | |
30 June | 31 December | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unallocated | 111,048,986 | 112,951,417 |
Remaining assets | ||
- Mainland China | 42,198,382 | 42,187,964 |
- Outside mainland China | 30,732,815 | 29,352,444 |
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
62
Notes to the Unaudited Condensed Consolidated Interim Financial Information
6 | Tangible and intangible assets | ||
As at | As at | ||
30 June | 31 December | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Property, plant and equipment (note) | 106,736,914 | 104,179,004 | |
Right-of-use assets | 31,151,163 | 35,211,071 | |
Investment properties | 2,344,194 | 2,328,986 | |
Intangible assets | 5,332,713 | 5,402,003 | |
Total tangible and intangible assets | 145,564,984 | 147,121,064 | |
Note: As at 30 June 2020, property, plant and equipment included container vessels, buildings, containers, trucks, chassis and motor vehicles, computer, office and other equipment, and assets under construction.
Movement of the tangible and intangible assets during the period is set out below: | |||
Six months ended 30 June | |||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
As at 1 January | 147,121,064 | 145,024,470 | |
Currency translation differences | 1,664,938 | 191,728 | |
Acquisition of a subsidiary | 1,815 | 1,239,923 | |
Additions | 3,078,347 | 7,657,543 | |
Disposals/write-off | (41,005) | (532,867) | |
Depreciation/amortization | (6,260,175) | (5,876,626) | |
Closing net book value as at 30 June | 145,564,984 | 147,704,171 | |
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
7 | Trade and other receivables and contract assets | ||
As at | As at | ||
30 June | 31 December | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Trade receivables (note a) | |||
- third parties | 8,115,807 | 7,919,573 | |
- fellow subsidiaries | 178,622 | 151,727 | |
- joint ventures | 16,677 | 14,732 | |
- other related companies | 104,940 | 130,904 | |
8,416,046 | 8,216,936 | ||
Bills receivables (note a) | 286,952 | 297,657 | |
Contract assets (note a) | 258,732 | 179,273 | |
8,961,730 | 8,693,866 | ||
Prepayments, deposits and other receivables | |||
- third parties | 4,611,137 | 5,297,465 | |
- fellow subsidiaries (note b) | 482,937 | 307,239 | |
- joint ventures (note b) | 456,404 | 342,862 | |
- associates (note b) | 379,421 | 114,269 | |
- other related companies (note b) | 21,047 | 28,557 | |
5,950,946 | 6,090,392 | ||
Total | 14,912,676 | 14,784,258 | |
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
64
Notes to the Unaudited Condensed Consolidated Interim Financial Information
7 Trade and other receivables and contract assets (Continued)
Notes:
- Trade receivables with related parties are unsecured and have similar credit periods as third party customers. The normal credit period granted to the trade receivables of the Group is generally within 90 days. Trade and bill receivables and contract assets primarily consisted of voyage-related receivables. As at 30 June 2020, the aging analysis of trade and bills receivables and contract assets on the basis of the date of relevant invoice or demand note is as follows:
As at | As at | |
30 June | 31 December | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
1-3 months | 8,767,112 | 8,450,346 |
4-6 months | 366,266 | 229,422 |
7-12 months | 101,125 | 143,048 |
Over 1 year | 212,550 | 191,866 |
Trade, bills receivables and contract assets, gross | 9,447,053 | 9,014,682 |
Less: provision for impairment | (485,323) | (320,816) |
8,961,730 | 8,693,866 | |
- Prepayments, deposits and other receivables due from related companies are unsecured, interest free and have no fixed terms of repayment.
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
8 Share capital and equity linked benefits
- Share capital
As at 30 June 2020 | As at 31 December 2019 | |||
Number of | Nominal | Number of | Nominal | |
shares | value | shares | value | |
(thousands) | RMB' 000 | (thousands) | RMB' 000 | |
Registered, issued and fully paid: | ||||
H-Shares of RMB1.00 each | 2,580,600 | 2,580,600 | 2,580,600 | 2,580,600 |
A-Shares of RMB1.00 each | 9,678,929 | 9,678,929 | 9,678,929 | 9,678,929 |
12,259,529 | 12,259,529 | 12,259,529 | 12,259,529 | |
- Share options of the Company
The Company operates share option schemes whereby options are granted to eligible employees or any participants (as defined in the relevant share option schemes) of the Group, to subscribe for its shares. No outstanding options were vested and exercisable as at 30 June 2020. The Company has no legal or constructive obligation to repurchase or settle the options in cash.
At a special general meeting of the Company held on 30 May 2019, the shareholders of the Company approved the adoption of a share option scheme (the "2019 Share Option Scheme"). The purposes of the 2019 Share Option Scheme are to enable the Company to establish and cultivate a performance-oriented culture, under which value is created for the Shareholders, and to establish an interests-sharing and restraining mechanism between the Shareholders and the Company's management. No consideration was paid by the grantees for the acceptance of share options.
At a special general meeting of the Company held on 29 May 2020, the shareholders of the Company approved the adoption of a share option scheme (the "2020 Share Option Scheme"). The purposes of the 2020 Share Option Scheme are to enable the Company to establish and cultivate a performance-oriented culture, under which value is created for the Shareholders, and to establish an interests-sharing and restraining mechanism between the Shareholders and the Company's management. No consideration was paid by the grantees for the acceptance of share options.
Under the 2019 Share Option Scheme and 2020 Share Option Scheme, the exercises of the options of three batches are subject to two-year,three-year and four-year vesting periods respectively during which a participant is not allowed to exercise any option granted. After the expiration of each vesting period, the participant may exercise the options in three batches in the one year, one year and three years after the expiration of each vesting period respectively. Within the exercise period of the share options, and subject to the fulfilment of the vesting conditions and the exercise arrangement of the share options, grant of each share option entitles the grantee to subscribe for one A share at relevant exercise price in three batches evenly after the expiry of each vesting period.
66
Notes to the Unaudited Condensed Consolidated Interim Financial Information
8 Share capital and equity linked benefits (Continued)
-
Share options of the Company (Continued)
Movements of the share options granted by the Company during the six months ended 30 June 2020 and 2019 are set out below:
Six months ended 30 June 2020 | |||||||
Number of share options | |||||||
Outstanding | Outstanding | ||||||
as at | Granted | Exercised | Forfeited | as at | |||
Exercisable | Exercise | 1 January | during the | during the | during the | 30 June | |
Date of grant | period | price | 2020 | period | period | period | 2020 |
03 June 2019 | Note (i) | RMB4.10 | 190,182,200 | - | - | - | 190,182,200 |
29 May 2020 | Note (ii) | RMB3.50 | - | 16,975,200 | - | - | 16,975,200 |
190,182,200 | 16,975,200 | - | - | 207,157,400 | |||
Six months ended 30 June 2019 | |||||||
Number of share options | |||||||
Outstanding | Outstanding | ||||||
as at | Granted | Exercised | Forfeited | as at | |||
Exercisable | Exercise | 1 January | during the | during the | during the | 30 June | |
Date of grant | period | price | 2019 | period | period | period | 2019 |
03 June 2019 | Note (i) | RMB4.10 | - | 190,182,200 | - | - | 190,182,200 |
- | 190,182,200 | - | - | 190,182,200 | |||
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67
Notes to the Unaudited Condensed Consolidated Interim Financial Information
8 Share capital and equity linked benefits (Continued)
-
Share options of the Company (Continued)
Notes: - The share options were granted on 3 June 2019 under the 2019 Share Option Scheme at an exercise price of RMB4.10. According to the provisions of the 2019 Share Option Scheme, share options under each grant have a validity period of ten years commencing from the date of grant and cannot be exercised evenly during the two-year,three-year and four-year period commencing from the date of grant (the "Restriction Period"). Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of one year, one year and three years after the expiry of each Restriction Period, i.e. 33%, 33% and 34%.
In the process of registration after 3 June 2019, five participants (not being senior management of the Company) did not accept the Share Option granted to them due to personal reasons. Under the Further Revised Scheme, the number of the Share Options granted in the first batch has been adjusted from 192,291,000 to 190,182,200. For details, please refer to the overseas regulatory announcement of the Company dated 19 July 2019. On 24 July 2019, the Company completed the registration in respect the grant of the Share Option in the first batch 190,182,200 share options. For details, please refer to the overseas regulatory announcement of the Company dated 25 July 2019. - The share options were granted on 29 May 2020 under the 2020 Share Option Scheme at an exercise price of RMB3.50. According to the provisions of the 2020 Share Option Scheme, share options under each grant have a validity period of ten years commencing from the date of grant and cannot be exercised evenly during the two-year,three-year and four-year period commencing from the date of grant (the "Restriction Period"). Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of one year, one year and three years after the expiry of each Restriction Period, i.e. 33%, 33% and 34%.
On 7 July 2020, the Company completed the registration in respect the grant of the Share Option of 16,975,200 share options. For details, please refer to the overseas regulatory announcement of the Company dated 8 July 2020.
- The share options were granted on 3 June 2019 under the 2019 Share Option Scheme at an exercise price of RMB4.10. According to the provisions of the 2019 Share Option Scheme, share options under each grant have a validity period of ten years commencing from the date of grant and cannot be exercised evenly during the two-year,three-year and four-year period commencing from the date of grant (the "Restriction Period"). Besides, subject to the fulfilment of the relevant vesting conditions, share options will be vested in three batches evenly over a period of one year, one year and three years after the expiry of each Restriction Period, i.e. 33%, 33% and 34%.
- Share options of a subsidiary
The Group's subsidiary, COSCO SHIPPING Ports, operates share option schemes whereby options are granted to eligible employees and directors or any participant of the Group to subscribe for its share.
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
8 Share capital and equity linked benefits (Continued)
-
Share options of a subsidiary (Continued)
Movements of the share options granted by COSCO SHIPPING Ports during the six months ended 30 June 2020 and 2019 are set out below:
Six months ended 30 June 2020 | |||||||
Number of share options | |||||||
Outstanding | |||||||
Outstanding | Granted | Exercised | Forfeited | as at | |||
as at | during the | during the | during the | 30 June | |||
Date of grant | Exercise price | January 2020 | period | period | period | 2020 | |
19 | June 2018 | HK$7.27 | 50,265,350 | - | - | (1,105,219) | 49,160,131 |
29 November 2018 | HK$8.02 | 851,966 | - | - | (233,501) | 618,465 | |
29 | March 2019 | HK$8.48 | 848,931 | - | - | - | 848,931 |
23 May 2019 | HK$7.27 | 666,151 | - | - | - | 666,151 | |
17 | June 2019 | HK$7.57 | 1,273,506 | - | - | - | 1,273,506 |
53,905,904 | - | - | (1,338,720) | 52,567,184 | |||
Six months ended 30 June 2019 | |||||||
Number of share options | |||||||
Outstanding | Outstanding | ||||||
as at | Granted | Exercised | Forfeited | as at | |||
1 January | during the | during the | during the | 30 June | |||
Date of grant | Exercise price | 2019 | period | period | period | 2019 | |
19 | June 2018 | HK$7.27 | 51,415,948 | - | - | (962,603) | 50,453,345 |
29 | November 2018 | HK$8.02 | 851,966 | - | - | - | 851,966 |
29 | March 2019 | HK$8.48 | - | 848,931 | - | - | 848,931 |
23 | May 2019 | HK$7.27 | - | 666,151 | - | - | 666,151 |
17 | June 2019 | HK$7.57 | - | 1,273,506 | - | - | 1,273,506 |
52,267,914 | 2,788,588 | - | (962,603) | 54,093,899 | |||
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
9 | Borrowings | ||
As at | As at | ||
30 June | 31 December | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Long term borrowings | |||
Bank loans | |||
- secured (note b) | 30,357,912 | 34,824,611 | |
- unsecured (note c) | 47,145,432 | 43,755,564 | |
Loans from related parties | |||
- secured | 48,400 | 56,800 | |
- unsecured | 7,079,500 | 6,976,200 | |
Notes/bonds (note d) | 19,156,216 | 18,008,308 | |
Loans from non-controlling shareholders of subsidiaries | 4,769 | 3,369 | |
Total long-term borrowings | 103,792,229 | 103,624,852 | |
Current portion of long-term borrowings | (15,645,287) | (11,099,640) | |
88,146,942 | 92,525,212 | ||
Short term borrowings | |||
Bank loans | |||
- unsecured (note c) | 7,530,542 | 11,247,030 | |
Loans from related parties | |||
- unsecured | 1,148,000 | 3,100,000 | |
Other loans | |||
- unsecured | 40,000 | 405,000 | |
Notes/bonds (note d) | 2,500,000 | 1,500,000 | |
11,218,542 | 16,252,030 | ||
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Notes to the Unaudited Condensed Consolidated Interim Financial Information
9 Borrowings (Continued)
Notes:
- Movements in long-term borrowings for the period is analyzed as follows:
RMB' 000 | |
Six months ended 30 June 2020 | |
As at 1 January 2020 | 103,624,852 |
Repayments of borrowings | (10,126,506) |
Drawdown of borrowings | 9,003,401 |
Currency translation differences | 1,235,948 |
Amortized amount of transaction costs on long-term borrowings | 46,592 |
Amortized amount of discount on issue of notes | 7,942 |
As at 30 June 2020 | 103,792,229 |
Six months ended 30 June 2019 | |
As at 1 January 2019 | 72,166,603 |
Repayments of borrowings | (6,796,719) |
Reclass from short-term borrowings to long term borrowings | 6,874,700 |
Drawdown of borrowings | 16,732,672 |
Currency translation differences | 172,513 |
Amortized amount of transaction costs on long-term borrowings | 13,901 |
Amortized amount of discount on issue of notes | 16,784 |
As at 30 June 2019 | 89,180,454 |
- The secured bank loans as at 30 June 2020 are secured, inter alia, by one or more of the following:
- First legal mortgages over certain vessels, property, plant and equipment with aggregate net book value of RMB58,534,358,000 (31 December 2019: RMB52,383,376,000);
- Assignment of the charter, rental income and earnings, requisition compensation, insurance relating to certain container vessels;
- Bank accounts of certain subsidiaries; and
- A financial asset at FVOCI.
- As at 30 June 2020, unsecured bank loans of RMB6,754,204,000 (31 December 2019: RMB8,748,756,000) are guaranteed by China COSCO SHIPPING.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
71
Notes to the Unaudited Condensed Consolidated Interim Financial Information
9 Borrowings (Continued)
Notes: (Continued)
- Notes/bonds issued by the Company and its subsidiaries
-
Notes issued by the Company
Notes with principal amount of RMB5,000,000,000, RMB4,000,000,000, RMB1,000,000,000, RMB1,000,000,000, RMB1,000,000,000 and RMB500,000,000 which bear interest at a fixed rate of 4.35%, 4.05%, 2.50%, 1.82%, 1.75% and 1.72% per annum, were issued by the Company to investors on 3 September 2010, 22 November 2018, 20 May 2020, 28 February 2020, 25 March 2020 and 26 March 2020 respectively at a price equal to the principal amount. The notes with principal amount of RMB5,000,000,000, RMB4,000,000,000, RMB1,000,000,000, RMB1,000,000,000, RMB1,000,000,000 and RMB500,000,000, would mature on 6 September 2020, 22 November 2021, 20 May 2023, 26 August 2020, 22 September 2020 and 23 September 2020 respectively. - Notes/bonds issued by subsidiaries
On 3 December 2012, COSCO Finance (2011) Limited, a subsidiary of the Company, issued bonds with an aggregate principal amount of US$1,000,000,000 (equivalent to approximately RMB6,493,600,000). The bonds carry a fixed interest yield of 4.00% per annum and were issued at a price of 98.766% of their principal amount. The bonds bear interest from 3 December 2012, payable semi-annually in arrears. The bonds are guaranteed by an irrevocable standby letter of credit issued by Bank of China Limited, Beijing Branch. The bonds have been listed on The Stock Exchange of Hong Kong Limited.
Unless previously redeemed or repurchased by COSCO Finance (2011) Limited, the bonds will mature on 3 December 2022 at their principal amount. The bonds are subject to redemption in whole, at the option of COSCO Finance (2011) Limited at any time in the event of certain changes affecting the taxes of certain jurisdictions at their principal amount together with accrued interest, or at any time after 3 December 2017 at a redemption price.
10-year notes with principal amount of US$300,000,000 (equivalent to approximately RMB2,092,860,000) were issued by a subsidiary of COSCO SHIPPING Ports to investors on 31 January 2013. The notes carried a fixed interest yield of 4.46% per annum and were issued at a price of 99.320% of their principal amount with a fixed coupon rate of 4.375% per annum, resulting in a discount on issue of US$2,040,000. The notes bear interest from 31 January 2013, payable semi-annually in arrear on 31 January and 31 July of each year, commencing on 31 July 2013. The notes are guaranteed unconditionally and irrevocably by COSCO SHIPPING Ports and listed on the Stock Exchange of Hong Kong.
Unless previously redeemed or repurchased by COSCO SHIPPING Ports, the notes will mature on 31 January 2023 at their principal amount. The notes are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of COSCO SHIPPING Ports at any time in the event of certain changes affecting the taxes of certain jurisdictions.
-
Notes issued by the Company
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72
Notes to the Unaudited Condensed Consolidated Interim Financial Information
10 Provisions and other liabilities
Provision for | |||
one-off | Deferred | ||
housing | income and | ||
subsidy | others | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Six months ended 30 June 2020 | |||
As at 1 January 2020 | 39,982 | 324,923 | 364,905 |
Decrease during the period | (3) | (32,430) | (32,433) |
Provisions for the period | 3 | 18,532 | 18,535 |
Currency translation differences | - | 593 | 593 |
As at 30 June 2020 | 39,982 | 311,618 | 351,600 |
Less: current portion of provisions and other liabilities | - | 16,554 | 16,554 |
Non-current portion of provisions and other liabilities | 39,982 | 295,064 | 335,046 |
Six months ended 30 June 2019 | |||
As at 1 January 2019 | 39,982 | 313,583 | 353,565 |
Decrease during the period | - | (6,346) | (6,346) |
Provisions for the period | - | 2,364 | 2,364 |
Currency translation differences | - | (2,343) | (2,343) |
As at 30 June 2019 | 39,982 | 307,258 | 347,240 |
Less: current portion of provisions and other liabilities | - | 1,151 | 1,151 |
Non-current portion of provisions and other liabilities | 39,982 | 306,107 | 346,089 |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
11 Trade and other payables and contract liabilities
As at | As at | |
30 June | 31 December | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Trade payables (note a) | ||
- third parties | 9,939,995 | 8,977,021 |
- fellow subsidiaries | 834,810 | 968,653 |
- joint ventures | 103,141 | 166,575 |
- associates | 34,191 | 29,200 |
- other related companies | 79,644 | 117,917 |
10,991,781 | 10,259,366 | |
Bills payables (note a) | - | 167,900 |
10,991,781 | 10,427,266 | |
Other payables and accruals (note b) | 20,576,231 | 21,438,827 |
Contract liabilities | 557,107 | 472,536 |
Due to related companies | ||
- fellow subsidiaries | 171,189 | 155,052 |
- joint ventures (note c) | 373,485 | 430,612 |
- associates | 121 | 120,083 |
- other related companies (note d) | 1,206,199 | 1,188,908 |
1,750,994 | 1,894,655 | |
Total | 33,876,113 | 34,233,284 |
Notes:
- As at 30 June 2020, the aging analysis of trade and bills payables on the basis of the date of relevant invoice or demand note is as follows:
As at | As at | |
30 June | 31 December | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
1-6 months | 10,699,385 | 10,158,308 |
7-12 months | 152,125 | 142,848 |
1-2 years | 34,960 | 48,499 |
2-3 years | 34,484 | 16,403 |
Above 3 years | 70,827 | 61,208 |
10,991,781 | 10,427,266 | |
Trade payables with related companies are unsecured, interest free and have similar terms of repayment as those of third party suppliers.
74
Notes to the Unaudited Condensed Consolidated Interim Financial Information
11 Trade and other payables and contract liabilities (Continued)
Notes: (Continued)
- As at 30 June 2020, accruals mainly included accruals for voyages costs RMB13,479,349,000 (2019: RMB11,400,746,000).
- The balance includes loans from a joint venture that are unsecured, bear interest at 2.3% per annum and repayable within twelve months.
-
The balance includes loans from non-controlling shareholders of subsidiaries that are unsecured and repayable within twelve months. Balance of US$45,952,000 (equivalent to approximately RMB325,317,000) (31 December 2019: approximately US$49,681,000, equivalent to approximately RMB346,585,000) is interest free. Balances of US$38,844,000 (equivalent to approximately RMB274,996,000) (31 December 2019: US$43,003,000, equivalent to approximately RMB299,997,000) bear interest at 3.915% (31 December 2019: 4.35%) per annum.
The remaining balances are unsecured, interest free and have no fixed terms of repayment.
12 Other income and other expense
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Dividend income | 71,307 | 69,419 |
Gain on disposal of subsidiaries (note 18) | 500,327 | - |
Gain on disposal of an associate | 69,975 | - |
Gain on disposal of property, plant and equipment | 42,961 | 32,810 |
Gain on derivatives at fair value | 598 | 47,499 |
Gain on financial instrument at FVPL | - | 255,099 |
Interest income from investments at amortized cost | 28,351 | 34,622 |
Interest income from financial instrument at FVPL | 16,511 | 44,907 |
Net exchange gain | 111,814 | 271,531 |
Compensation income | 1,694 | 6,072 |
Subsidy income and others | 522,980 | 267,084 |
Others | 14,133 | 2,710 |
Other income | 1,380,651 | 1,031,753 |
Loss on financial instrument at FVPL | (51,495) | - |
Loss on disposal of a joint venture | (28,871) | - |
Loss on disposal of property, plant and equipment | (9,133) | (6,364) |
Loss on disposal of associates | - | (153,015) |
Donations | (16,770) | (16,417) |
Others | (940) | (40,845) |
Other expense | (107,209) | (216,641) |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
-
Net impairment losses on financial assets
Net impairment losses on financial assets are provision for impairment from trade and other receivables and contract assets. - Finance income and costs
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Finance income | ||
Interest income from: | ||
- deposits in related parties | 35,515 | 51,899 |
- loans to joint ventures and associates | 14,513 | 15,924 |
- other financial institutions | 320,241 | 363,521 |
370,269 | 431,344 | |
Finance costs | ||
Interest expenses on: | ||
- loans from third parties | (1,279,801) | (1,721,315) |
- loans from related parties | (130,623) | (218,428) |
- loans from non-controlling shareholders of subsidiaries | (5,576) | (14,024) |
- lease liabilities | (534,473) | (628,799) |
- notes/bonds (note 9(d)) | (404,506) | (377,038) |
(2,354,979) | (2,959,604) | |
Transaction costs arising from borrowings | (164,210) | (194,918) |
Less: amount capitalized in construction in progress | 27,362 | 66,044 |
(2,491,827) | (3,088,478) | |
Net related exchange loss | (23,340) | (5,330) |
Net finance costs | (2,144,898) | (2,662,464) |
76
Notes to the Unaudited Condensed Consolidated Interim Financial Information
15 Income tax expenses
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Current income tax (note a): | ||
- PRC enterprise income tax | 188,304 | 179,842 |
- Hong Kong profits tax | 58,146 | 8,945 |
- Overseas taxation | 138,459 | 133,461 |
(Over)/Under provision in prior year | (598) | 5,292 |
384,311 | 327,540 | |
Deferred income tax (note b) | (40,077) | 32,288 |
344,234 | 359,828 | |
Notes:
-
Current income tax
Taxation has been provided at the appropriate rate of taxation prevailing in the countries in which the Group operates. These rates range from 5% to 46% (Six months ended 30 June 2019: 3% to 46%).
The statutory rate for PRC enterprise income tax is 25% and certain PRC companies enjoy preferential tax treatment with the reduced rates ranging from 5% to 20% (Six months ended 30 June 2019: 5% to 20%).
Hong Kong profits tax has been provided at the rate of 16.5% (Six months ended 30 June 2019: 16.5%) on the estimated assessable profits derived from or arising in Hong Kong for the period. - Deferred income tax
Deferred taxation is calculated in full on temporary differences under the liability method using tax rates substantively enacted at the balance sheet date.
As at 30 June 2020, the unrecognized deferred income tax liabilities were RMB9,926,700,000 (31 December 2019: RMB9,241,645,000) relating to income tax and withholding tax that would be payable for undistributed profits of certain overseas subsidiaries, as the Directors considered that the timing for the reversal of the related temporary differences can be controlled and such temporary differences will not be reversed in the foreseeable future. The total undistributed profits of these overseas subsidiaries as at 30 June 2020 amounted to RMB45,450,590,000 (31 December 2019: RMB43,849,559,000).
As at 30 June 2020, the Group had tax losses of RMB35,780,745,000 (31 December 2019: RMB33,456,047,000), which were not recognized for deferred tax assets as the Directors considered that the utilization of these tax losses in the foreseeable future is not probable, of which an amount of RMB34,803,487,000 (31 December 2019: RMB32,905,785,000) will expire within five years.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
16 Earnings per share
-
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the number of ordinary shares in issue during the period.
Six months ended 30 June | ||
2020 | 2019 | |
Profit from continuing operations attributable to equity holders of | ||
the Company (RMB) | 1,137,164,000 | 1,051,196,000 |
Profit from discontinued operation attributable to equity holders of | ||
the Company (RMB) | - | 113,190,000 |
1,137,164,000 | 1,164,386,000 | |
Weighted average number of ordinary shares in issue | 12,259,529,227 | 11,918,986,749 |
Basic earnings per share (RMB) | ||
- From continuing operations | 0.0928 | 0.0882 |
- From discontinued operation | - | 0.0095 |
0.0928 | 0.0977 | |
- Diluted
Diluted earnings per share is calculated based on the profit attributable to equity holders of the Company and the weighted average number of ordinary shares in issue during the period, after adjusting for the number of dilutive potential ordinary shares deemed to be issued at no considerations as if all outstanding dilutive share options granted by the Company had been exercised.
For the six months ended 30 June 2020 and 2019, the outstanding share options granted by the Company did not have dilutive effect on the earnings per share.
For the six months ended 30 June 2020 and 2019, the outstanding share options granted by COSCO SHIPPING Ports did not have dilutive effect on the earnings per share.
17 Dividend
The Directors do not recommend the payment of an interim dividend for the six months ended 30 June 2020 (2019: Nil).
78
Notes to the Unaudited Condensed Consolidated Interim Financial Information
18 Assets classified as held for sale/liabilities directly associated with assets classified as held for sale
On 18 September 2019, COSCO SHIPPING Ports entered into agreements in respect of the disposals all the shares in CP (Yangzhou) together with its 51% interest in Yangzhou Yuanyang Terminal International Ports Co., Ltd. ("Yangzhou Yuanyang Terminal") and all the shares in Win Hanverky together with its 51% interest in Zhangjiagang Win Hanverky Container Terminal Co., Ltd. ("Zhangjiagang Terminal") and 4.59% interest in Yangzhou Yuanyang Terminal to Shanghai International Port Group (HK) Co., Limited ("SIPG (HK)") at considerations of RMB316,039,000 (equivalent to approximately US$45,772,000) and RMB380,774,000 (equivalent to approximately US$55,148,000) respectively. Accordingly, assets and liabilities of the disposal entities were reclassified as assets classified as held for sale and liabilities directly associated with asset classified as held for sale as at 31 December 2019.
2019 | |
RMB' 000 | |
Assets classified as held for sale | |
Property, plant and equipment | 1,105,254 |
Property under development | 200,928 |
Right-of-use assets | 299,858 |
Intangible assets | 1,437 |
Other non-current assets | 86,323 |
Trade and other receivables and contract assets | 59,632 |
Cash and cash equivalents | 75,016 |
Other assets | 68,456 |
Total assets | 1,896,904 |
Liabilities directly associated with assets classified as held for sale | |
Trade and other payables and contract liabilities | 128,989 |
Other liabilities | 30,270 |
Total liabilities | 159,259 |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
79
Notes to the Unaudited Condensed Consolidated Interim Financial Information
18 Assets classified as held for sale/liabilities directly associated with assets classified as held for sale (Continued)
The disposals were completed on 10 February 2020. The aggregate sum of payables owing to COSCO SHIPPING Ports by the disposal entities of US$29,967,000 were also transferred to SIPG (HK) on the same day at the same consideration. Upon completion of the disposals, CP (Yangzhou), Yangzhou Yuanyang Terminal, Win Hanverky and Zhangjiagang Terminal ceased to be subsidiaries of COSCO SHIPPING Ports. The disposals resulted in an after-tax gain of US$61,472,000 (equivalent to approximately RMB432,271,000).
2020 | |
RMB' 000 | |
Cash consideration and repayment of payables owing to COSCO SHIPPING Ports | 920,407 |
Net assets dispose of: | |
Assets classified as held for sale | (1,905,953) |
Less: | |
- Liabilities directly associated with assets held for sale | 157,777 |
- Loans to a former subsidiary | 846,273 |
- Non-controlling interests | 448,618 |
(453,285) | |
467,122 | |
Release of reserve upon disposal of subsidiaries | 33,205 |
Gain on disposal of subsidiaries (Note 12) | 500,327 |
Taxation | (68,056) |
Gain on disposal of subsidiaries, net | 432,271 |
Net cash inflow arising from disposal | |
Cash consideration and repayment of payables owing to COSCO SHIPPING Ports | 920,407 |
Cash and cash equivalents disposed | (65,202) |
Disposal of subsidiaries, net of cash disposed | 855,205 |
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
80
Notes to the Unaudited Condensed Consolidated Interim Financial Information
- Contingent liabilities
- As at 30 June 2020, the Group was involved in a number of claims. The Group is unable to ascertain the likelihood and amounts of these claims. However, based on advice of legal counsel and/or information available to the Group, the Directors are of the opinion that the related claims amounts should not be material to the Group's Interim Financial Information.
-
Guarantee
As at 30 June 2020, the Company provided guarantees for credit facilities and notes granted to its subsidiaries of RMB42,038,432,000 (31 December 2019: RMB43,949,868,000).
The fair value of guarantee contracts is not material and has not been recognized.
- Commitments
- Capital commitments
As at | As at | |
30 June | 31 December | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Contracted but not provided for | ||
Containers | 1,220,440 | 306,854 |
Container vessels | 4,926,338 | - |
Terminal equipment | 744,230 | 2,072,173 |
Other property, plant and equipment | 206,602 | 36,611 |
Investments in terminals and other companies | 2,387,041 | 2,390,184 |
Intangible assets | 7,428 | 4,525 |
9,492,079 | 4,810,347 |
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COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
20 Commitments (Continued)
-
Capital commitments (Continued)
Amounts of capital commitments relating to the Group's interest in the joint ventures not included in the above are as follows:
As at | As at | |
30 June | 31 December | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Contracted but not provided for | 32,333 | 35,694 |
- Lease commitments
The future aggregate minimum lease rental expenses under non-cancellableshort-term leases and low value lease are payable in the following years:
As at 30 June 2020 | ||||
Land, | ||||
buildings and | ||||
other property, | ||||
Container | plant and | |||
vessels | Containers | equipment | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
- not later than one year | 2,344,191 | 1,476,303 | 57,221 | 3,877,715 |
- later than one year and no later than five | ||||
years | 862,361 | 2,117,859 | 3,835 | 2,984,055 |
- later than five years | - | 289,819 | 424 | 290,243 |
3,206,552 | 3,883,981 | 61,480 | 7,152,013 | |
82
Notes to the Unaudited Condensed Consolidated Interim Financial Information
20 Commitments (Continued)
-
Lease commitments (Continued)
As previously disclosed in the 2019 Annual Report, future aggregate minimum lease rental expenses under non- cancellable operating leases are payable in the following years:
As at 31 December 2019 | ||||
Land, | ||||
buildings and | ||||
other property, | ||||
Container | plant and | |||
vessels | Containers | equipment | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
- not later than one year | 4,425,241 | - | 316,003 | 4,741,244 |
21 Significant related party transactions
The Company is controlled by China COSCO SHIPPING, the parent company and a state-owned enterprise established in the PRC.
China COSCO SHIPPING itself is controlled by the PRC government, which also owns a significant portion of the productive assets in the PRC. Government-related entities and their subsidiaries, directly or indirectly controlled, jointly controlled or significantly influenced by the PRC government are defined as related parties of the Group. On that basis, related parties include China COSCO SHIPPING Group, other government-related entities and their subsidiaries, other entities and corporations in which the Company is able to control or exercise significant influence and key management personnel of the Company and China COSCO SHIPPING as well as their close family members.
For the purpose of the related party transaction disclosures, the Directors believe that it is meaningful to disclose the related party transactions with China COSCO SHIPPING Group companies for the interests of financial statements users, although certain of those transactions which are individually or collectively not significant, are exempted from disclosure. The Directors believe that the information of related party transactions has been adequately disclosed in the consolidated financial statements.
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
83
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Notes to the Unaudited Condensed Consolidated Interim Financial Information
21 Significant related party transactions (Continued)
In addition to the related party information and transactions disclosed elsewhere in the Interim Financial Information, the following is a summary of significant related party transactions entered into the ordinary course of business between the Group and its related parties during the period.
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Transaction with COSCO | ||
Revenues | ||
Vessel service income | 119 | 13,741 |
Expenses | ||
Interest expenses | - | 20,489 |
Transactions with subsidiaries of China COSCO SHIPPING and its | ||
related entities (including joint ventures and associates of China | ||
COSCO SHIPPING) | ||
Revenues | ||
Container shipping income | 515,189 | 458,651 |
Freight forwarding income | 129,617 | 132,131 |
Vessel services income | 64,462 | 45,566 |
Crew service income | 5,958 | 508 |
Terminal handling fee and storage income | 52,925 | 68,511 |
Shipping related service income | 9,965 | 79 |
Other income | 80,273 | 105,000 |
Expenses | ||
Vessel costs | ||
Sub-charter expenses | - | 249,754 |
Expenses relating to short-term leases and service components - Vessel | 736,019 | 479,893 |
Vessel services expenses | 425,567 | 351,938 |
Crew expenses | 507,784 | 488,245 |
Voyage costs | ||
Bunker costs | 7,340,913 | 6,986,404 |
Port charges | 1,412,023 | 1,387,958 |
Equipment and cargo transportation costs | ||
Commission and rebates | 86,806 | 78,549 |
Cargo and transhipment and equipment and repositioning expenses | 196,749 | 257,504 |
Freight forwarding expenses | 21,773 | 31,528 |
General service expenses | 83,239 | 17,467 |
Expenses relating to short-term leases and leases with low-value | 50,541 | |
assets -Building | 35,677 | |
Expenses relating to short-term leases and leases with low-value | 571,442 | |
assets -Container | 618,841 | |
Other expense | 72,435 | 69,004 |
84
Notes to the Unaudited Condensed Consolidated Interim Financial Information
21 Significant related party transactions (Continued)
Six months ended 30 June
20202019
RMB' 000 RMB' 000
Transactions with subsidiaries of China COSCO SHIPPING and its related entities (including joint ventures and associates of China
COSCO SHIPPING)
Others | ||
Payment of lease liabilities | 1,916,909 | 1,462,232 |
Concession fee | 201,943 | 202,684 |
Purchase of containers | 440,112 | 365,248 |
Instalments of vessels under construction | 547,371 | 1,286,010 |
Transactions with joint ventures of the Group | ||
Revenues | ||
Management fee and service fee income | 10,940 | 10,335 |
Other income | 7,838 | 5,163 |
Expenses | ||
Port charges | 891,207 | 778,447 |
Expenses relating to short-term leases or leases with low-value | ||
assets - Building | 2,315 | 2,106 |
Equipment and cargo transportation costs | ||
Commission and rebates | 10,265 | 10 |
Cargo and transhipment and equipment and repositioning expenses | 16,919 | 296 |
Transactions with associates of the Group | ||
Revenues | ||
Other income | 4,141 | 4,914 |
Expenses | ||
Port charges | 551,505 | 279,334 |
Others | ||
Partial disposal of subsidiaries | 416,971 | - |
Capital injection to an associate | 353,414 | - |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
85
Notes to the Unaudited Condensed Consolidated Interim Financial Information
21 Significant related party transactions (Continued)
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Transactions with non-controlling shareholders of subsidiaries | ||
Revenues | ||
Terminal handling and storage income | 289,583 | 292,179 |
Other income | 1,548 | - |
Expenses | ||
Electricity and fuel expenses | 18,733 | 32,094 |
Other expense | 16,543 | 38,130 |
Transactions with other related parties | ||
Revenues | ||
Shipping service income | 61,724 | 40,473 |
Expenses | ||
Expenses relating to short-term leases - Vessel | 11,973 | 75,223 |
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
86
Notes to the Unaudited Condensed Consolidated Interim Financial Information
21 Significant related party transactions (Continued)
These transactions were conducted either (i) based on terms as governed by the master agreements and subsisting agreements entered into between the Group and COSCO and its subsidiaries (other than the Group) ("COSCO Group") or between the Group and China COSCO SHIPPING Group or (ii) based on terms as set out in the underlying agreements, statutory rates or market prices or actual cost incurred, or as mutually agreed between the Group and the parties in concern.
As at 30 June 2020 and 31 December 2019, majority of the Group's bank balances and bank borrowings are with state- owned banks.
Key management compensation
Six months ended 30 June | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Salaries, bonuses and other allowances | 7,112 | 10,337 |
Contribution to retirement benefit scheme | 119 | 272 |
Share-based payments | 167 | 597 |
7,398 | 11,206 | |
2020 Report Interim .Ltd ,.Co Holdings SHIPPING COSCO
87
COSCO SHIPPING Holdings Co., Ltd. Interim Report 2020
Report on Review of
Interim Financial Information
TO THE BOARD OF DIRECTORS OF COSCO SHIPPING HOLDINGS COMPANY LIMITED
(Incorporated in the People's Republic of China with limited liability)
INTRODUCTION
We have reviewed the interim financial information set out on pages 42 to 87, which comprises the condensed consolidated interim balance sheet of COSCO SHIPPING Holdings Co., Ltd. (the "Company") and its subsidiaries (together the "Group") as at 30 June 2020 and the condensed consolidated interim income statement, the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim statement of changes in equity and the condensed consolidated interim cash flows statement for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes (the "Interim Financial Information"). The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). The directors of the Company are responsible for the preparation and presentation of this Interim Financial Information in accordance with HKAS 34. Our responsibility is to express a conclusion on this Interim Financial Information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
SCOPE OF REVIEW
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the HKICPA. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the Interim Financial Information of the Group is not prepared, in all material respects, in accordance with HKAS 34.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 28 August 2020
88
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