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Rego Interactive Co., Ltd Interim / Quarterly Report 2011

Sep 2, 2011

50588_rns_2011-09-02_408e70f2-bf93-4813-85a0-e8f1829d9b0c.pdf

Interim / Quarterly Report

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I. IMPORTANT

  • (1) The board of directors (the “ Board ”) and supervisory committee (the “ Supervisory Committee ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) and its directors (the “ Directors ”), supervisors (the “ Supervisors ”) and senior management confirm that the information in this 2011 interim report (the “ Interim Report ”) does not contain any false information, misleading statements or material omissions, and accept joint and several responsibility for the truthfulness, accuracy and completeness of the contents of this report.

  • (2) The interim financial statements of the Company for the six months ended 30 June 2011 are unaudited.

  • (3) The person in charge of the Company Mr. Zhang Wenhui Officer in charge of the accounting work Ms. Shi Zhenjuan Officer in charge of the accounting department (the chief accountant) Ms. Shi Zhenjuan

Mr. Zhang Wenhui, the person in charge of the Company, and Ms. Shi Zhenjuan, the officer in charge of the accounting work and the accounting department (the chief accountant), have warranted the truthfulness and completeness of the financial reports contained in this Interim Report.

  • (4) Did the controlling shareholder of the Company and its connected persons misappropriate the Company’s funds?

No.

  • (5) Did the Company provide external guarantees in violation of any specified decision-making procedures?

No.

II. COMPANY PROFILE

(I) Information of the Company

Legal Chinese name 天津創業環保集團股份有限公司 Abbreviation of the legal Chinese name 創業環保 English name Tianjin Capital Environmental Protection Group Company Limited Abbreviation of the English name TCEPC Legal representative of the Company Mr. Zhang Wenhui

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

1

(II) Contact Persons and Contact Details

Company Secretary in Hong Kong

Secretary Secretary Securities to the Board in Hong Kong Name Ms. Fu Yana Mr. Lo Wai Keung, Eric Ms. Guo Fengxian Correspondence TCEP Building, 22/F, Worldwide House, TCEP Building, address 76 Weijin South Road, Central, Hong Kong 76 Weijin South Road, Nankai District, Tianjin, Nankai District, The People’s Republic Tianjin, the PRC of China (the “ PRC ”) Telephone number 86-22-23930128 852-22180920 86-22-23930128 Facsimile number 86-22-23930126 852-25010028 86-22-23930126 E-mail [email protected] [email protected] [email protected]

Securities Affairs Representative

Ms. Guo Fengxian TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC

(III) Basic Information

Registered Address No. 45 Guizhou Road, Heping District, Tianjin, the PRC Postal Code 300051 Office Address TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC Postal Code 300381 Website http://www.tjcep.com E-mail [email protected]

(IV) Information Disclosure and Places for Document Inspection

Newspaper designated for Shanghai Securities News information disclosure Website designated by http://www.sse.com.cn China Securities Regulatory Committee (“ CSRC ”) for uploading the Interim Report Place where the Interim Office of the Secretary to the Board at 18/F, TCEP Report is available Building, 76 Weijin South Road, Nankai District, Tianjin, for inspection the PRC

2 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(V) Information of the Shares of the Company

Type of Shares Place of Listing Stock Short Name Stock Code Stock Short Name Before Change A shares Shanghai Stock Exchange (the “ SSE ”) 創業環保 600874 渤海化工 H shares The Stock Exchange of Hong Kong Tianjin Capital 1065 Tianjin Bohai Limited (the “ HKSE ”)

(VI) Other Basic Information of the Company

Date of first registration of the Company The first registered address of the Company

Last changes Date of change in registration of the Company Change in registered address of the Company Number of business licence of corporate legal person Tax registration number Organization structure code Name of PRC auditor engaged by the Company

Correspondence address of PRC auditor engaged by the Company

  • Name of Hong Kong auditor engaged by the Company

  • Correspondence address of Hong Kong auditor engaged by the Company

8 June 1993

No. 10 Hubei Road,

Heping District, Tianjin, the PRC 8 February 2010

No. 45 Guizhou Road, Heping District, Tianjin, the PRC 120000400079927

120114103065501 10306550-1

PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company

11th Floor,

PricewaterhouseCoopers Center 202 Hu Bin Road, Shanghai, the PRC

PricewaterhouseCoopers

  • 22/F, Prince’s Building, Central, Hong Kong

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

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III. PRINCIPAL ACCOUNTING DATA AND FINANCIAL HIGHLIGHTS (AS PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING STANDARDS)

1. Major accounting data and financial indicators

Unit: ’000 Currency: RMB

As at the end
of the current
reporting period
As at the
end of lastyear
Increase/Decrease
as at the end of
the current
reporting period as
compared to the
end of lastyear (%)
Total assets 8,516,210 8,425,563 1.08
Equity interest attributable to the owners of
the Company (or shareholders’ equity)
3,431,252 3,450,573 -0.56
Net assets per share (RMB/share) attributable
to the shareholders of the Company
2.40 2.42 -0.83
Reporting period
(January – June)
Same
period
of lastyear
Increase/Decrease
for the current
reporting period as
compared to the
same period
lastyear (%)
Operating profit 194,800 188,528 3.33
Total profit 185,698 177,434 4.66
Net profit attributable to the shareholders
of the Company
137,674 129,701 6.15
Net profit after deduction of extraordinary
items attributable to the
shareholders of the Company
144,500 138,021 4.69
Basic earnings per share (RMB) 0.10 0.09 11.11
Basic earnings per share after deduction
of extraordinary items (RMB)
0.10 0.10
Diluted earnings per share (RMB) 0.10 0.09 11.11
Return on net assets ratio (%) 4.00 4.00
Net cash flow from operating activities 355,697 56,723 527.08
Net cash flow per share from
operating activities (RMB)
0.25 0.04 525

4 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

2. Extraordinary profit and loss items and amounts

Unit: ’000 Currency: RMB

Extraordinary items Amount
Profit/loss from disposal of non-current assets -13,468
Other non-operating income and expenses except for the above items 4,366
Income tax effect 2,276
Total -6,826

3. Difference in accounting standards between the PRC and overseas

No differences exist in net profit and net assets.

IV. CHANGES IN SHARE CAPITAL AND SHAREHOLDERS

(I) Table of share changes

There were no changes in the total number of shares and share capital structure of the Company during the reporting period.

(II) Shareholders and actual controller

1. Number of shareholders and their shareholdings

Total number of shareholders as at the end of the reporting period

98,773 shareholders, including 108 shareholders holding H shares

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

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Shareholdings of the top ten shareholders

Increase/
Decrease Number of
Total during the restricted Number of
number of reporting circulating shares pledged
Nature of Percentage of shares held period shares held or frozen
Shareholders shareholders shareholding (%) (shares) (shares) (shares) (shares)
Tianjin Municipal Investment State-owned 51.83 739,781,100 0 0 Pledged
Company Limited (“TMICL”) 251,940,000
HKSCC Nominees Limited Others 23.36 333,406,900 -1,174,000 0 Unknown
Zhou Jun Others 0.42 5,975,000 -202,700 0 Unknown
Shenyang Railway Coal Others 0.21 3,000,000 0 0 Unknown
Dealing Co., Ltd.
Agricultural Bank of China - Others 0.16 2,318,354 2,318,354 0 Unknown
Soochow CSI Emerging
Industry Index Fund
(中國農業銀行股份
有限公司-東吳中證新興
產業指數證券投資基金)
China Resources SZITIC Trust Others 0.16 2,308,550 2,308,550 0 Unknown
Company Limited - 3rd Round
Sanyany Securities Investment
Collective Fund Trust Scheme
(華潤紳國投信託有限公司
—三羊卓越3期證券
集合資金信託計劃)
HO MAN PING Others 0.14 2,014,000 0 0 Unknown
Wang Gen Yi Others 0.11 1,536,147 1,536,147 0 Unknown
FUNG CHUN KIT Others 0.08 1,130,000 0 0 Unknown
Chen Ceng Others 0.07 1,005,000 -230,000 0 Unknown

6 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Shareholdings of the top ten non-restricted circulating shares shareholders

Number of
non-restricted
circulating
Shareholders shares held Type of shares
TMICL 739,781,100 RMB Ordinary Shares
HKSCC Nominees Limited 333,406,900 H Shares
Zhou Jun 5,975,000 RMB Ordinary Shares
Shenyang Railway Coal Dealing Co., Ltd. 3,000,000 RMB Ordinary Shares
Agricultural Bank of China -
Soochow CSI Emerging
Industry Index Fund
(中國農業銀行股份
有限公司-東吳中證新興
產業指數證券投資基金) 2,318,354 RMB Ordinary Shares
China Resources SZITIC Trust
Company Limited - 3rd Round
Sanyany Securities Investment
Collective Fund Trust Scheme
(華潤紳國投信託有限公司
—三羊卓越3期證券
集合資金信託計劃) 2,308,550 RMB Ordinary Shares
HO MAN PING 2,014,000 H Shares
Wang Gen Yi 1,536,147 RMB Ordinary Shares
FUNG CHUN KIT 1,130,000 H Shares
Chen Ceng 1,005,000 RMB Ordinary Shares
Notes on the connected relationship It is not certain whether there is any
or parties acting in concert among connected relationship among the top ten
the above shareholders shareholders. It is not certain whether
there is any connected relationship
between the top ten non-restricted
circulating shares shareholders and the
top ten shareholders.
  • (1) According to the register of members of the Company as provided by HKSCC Nominees Limited, those H shares held by it were held on behalf of various clients. There was no client who owned 5% or more interest in the total share capital of the Company.

  • (2) The top ten shareholders are not strategic investors of the Company.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

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2. Changes in controlling shareholder and actual controller of the Company

During the reporting period, there were no changes in controlling shareholder and actual controller of the Company.

3. Substantial shareholders’ and other persons’ interests and/or short positions in the shares and underlying shares of the Company

As at 30 June 2011, the following entity, other than the Directors, Supervisors or chief executive of the Company, had interests and/or short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”):

Approximate Approximate
percentage in percentage in
Number and the relevant the total issued
class of securities class of share capital of
Name of shareholder Capacity (Note) securities the Company
TMICL Beneficial owner 739,781,100 Shares 68.04% 51.83%
A Shares (L)
Edmond de Rothschild Investment manager 33,900,000 Shares 9.97% 2.38%
Asset Management H Shares (L)
Edmond de Rothschild Investment manager 33,300,000 Shares 9.79% 2.33%
Asset Management H Shares (L)
Hong Kong Limited
ISIS Asset Management Plc. Investment manager 17,286,000 Shares 5.08% 1.21%
H Shares (L)
HSBC Asset Management Investment manager 20,000,000 Shares 5.88% 1.40%
(Hong Kong) Limited H Shares (L)

Note: The letter “L” represents the entity’s long positions in the shares.

Save as disclosed above, there is no person (other than the Directors, Supervisors or chief executive of the Company) who, as at 30 June 2011, had an interest and/or a short position in the shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the SFO.

8 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

V. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

(I) Changes in the shareholding of the Directors, Supervisors and senior management

There was no change in the shareholding of the Directors, Supervisors and senior management during the reporting period.

(II) Directors’, Supervisors’ and the Company’s chief executives’ interests and/or short positions in the shares, underlying shares and debentures of the Company or its associated corporations

As at 30 June 2011, the interests and/or short positions of the Directors, Supervisors and chief executives of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO), which would have to be notified to the Company and the HKSE pursuant to Divisions 7 and 8 of Part XV of the SFO, or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or otherwise, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in the Rules Governing the Listing of Securities on the HKSE (the “ Listing Rules ”), to be notified to the Company and the HKSE were as follows:

Approximate
percentage in
the total issued
The Company Number and share capital
/ name of class of of the Company
associated securities / associated
Name corporations Capacity (Note) corporations
Supervisor
Nie Youzhuang The Company Beneficial 959 domestic shares 0.00007
owner (non-restricted
circulating shares) (L)

Note: The letter “L” represents the person’s long positions in the shares, underlying shares and debentures of the Company or its associated corporations.

Save as disclosed above, none of the Directors, Supervisors or chief executives of the Company, who, as at 30 June 2011, had any interests or short positions in any shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which would have to be notified to the Company and the HKSE pursuant to Divisions 7 and 8 of Part XV of the SFO, or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or otherwise, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the HKSE.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

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(III) Recruitment or removal of the Directors, Supervisors and senior management of the Company

Due to work allocation, Ms. Zhong Huifang, the Director and deputy general manager of the Company, resigned as the deputy general manager of the Company on 8 April 2011. Ms. Zhong Huifang continues to be the Director of the Company.

VI. REPORT OF THE BOARD

(I) Discussion and analysis of the overall operations during the reporting period

The year 2011 is the commencement year of the Twelfth Five-year Plan for the Company and its subsidiaries (“ the Group ”). Facing development opportunities and challenges of the industry and under the economic background of inflation and macro-economic controls during the first half of 2011, the Group under the leadership of the Board had strengthened internal control management and increased technology research and development in accordance with the operation strategies and operational plans for 2011, to further enhance the competitive advantages and market position of the Group in the sewage water treatment area, and further drive the extension of the industrial chain in the Group’s construction business, energy business as well as the business of research and development, export and conversion of technologies. In the first half of 2011, the overall operations of the Group were as follows:

As at the end of the reporting period, the Group had total assets in the amount of RMB8.52 billion and net assets in the amount of RMB3.43 billion. During the reporting period, the operating income of the Group was RMB750.479 million, increased by 11% as compared to the same period last year. The operating profit was RMB194.80 million, increased by 3.3% as compared to the same period last year. The net profit was RMB137.674 million (excluding profit and loss attributable to minority shareholders), increased by 6.1% as compared to the same period last year. These were mainly attributable to the availability of business tax preferential policy on sewage water treatment for the Company in the current period and the increased profitability of some subsidiaries during the current period.

10 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(II) Principal business of the Group and its operations

As at the end of the reporting period, the capacity of the sewage water treatment business of the Group was 3.145 million cubic metres per day (excluding entrusted operation projects), increased by 35,000 cubic metres per day as compared to the same period last year. During the reporting period, the Group had a total sewage water treatment volume of 406.786 million cubic metres, increased by 5.2% as compared to the same period last year. These were mainly attributable to an increase in the incoming volume of sewage water at the four sewage water treatment plants of the Company, namely in Jizhuangzi and the sewage water treatment plants of three subsidiaries in Qujing, Fuyang and Baoying. Income from sewage water treatment services during the reporting period was RMB552.514 million, increased by 6% as compared to the same period last year. The profit margin of the business had declined as costs increased by 14%.

During the reporting period, the Group continued to apply great efforts to boost the sewage water treatment plant operation services and technical services, and generated a revenue of RMB17.09 million, representing an increase of 11.92% as compared to the same period last year.

As at the end of the reporting period, the production capacity of recycled water business of the Group was 190,000 cubic metres per day, in line with the capacity for the same period last year. During the reporting period, the sales volume of recycled water of the Group was 5.955 million cubic metres, increased by 10.8% as compared to the same period last year. The increase in the sales volume was mainly attributable to the entry of the mature water usage period by the users of the Dongjiao recycled water plant with an increasing trend of water usage volume. Revenue from the recycled water pipeline connection business was RMB23.33 million, representing an increase of 112.99% as compared to the same period last year, which was mainly attributable to an increase in the volume of such business during the reporting period.

As at the end of the reporting period, the production capacity of tap water of the Group was 240,000 cubic metres per day, at the same level as the same period last year. During the reporting period, the sales volume of tap water business of the Group was 19.715 million cubic metres, increased by 10.6% as compared to the same period last year. This was mainly attributable to a significant increase in the water sales volume by the subsidiary in Anguo as compared to the same period last year. The tap water business generated a sales revenue of RMB19.836 million, representing an increase of 13% as compared to the same period last year. With further enhancement in operational management and more efforts to reduce operational costs, the operational costs only increased by approximately 2% as compared to last year, with an increase in operating profit margin as compared to the same period last year.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

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During the reporting period, the toll collection business of the Group realized RMB33.51 million in revenue, which was similar to the level recorded during the same period last year. According to the relevant national requirements, the collection of toll for Tianjin City Indebted Road ceased on 1 January 2010, and the toll collection from 6 toll stations in which the Company owned the rights of toll collection also ceased. According to the spirit of the Jin Zheng Ban (2010) No.51 Document “Opinions on the Implementation of Oil Prices and Tax Expenses Reforms and the Cancellation of Toll Collection on Government Indebted Tier 2 Roads” dated 19 May 2010, the Company was still able to recognize income from the road toll business based on the amount stated in the “Subcontracting Toll Collection Agreement” during the reporting period.

(III)New business of the Group

During the reporting period, in order to enhance the comprehensive competitiveness of the Group and create new spots for profit growth, the Company established Tianjin Jiayuanxing Innovative Energy Technology Company Limited (天津佳源興創新能源科技有限公司) in February 2011 out of its own funds, with a registered capital of RMB10 million, and the capital contribution ratio was 100%. This company has undertaken the construction work and operational management of the Tianjin Cultural Centre centralized energy station project. The Tianjin Cultural Centre centralized energy station project is the first non-water project operated by way of licensed operation by the Group, implying the successful expansion of the Group into new business areas.

During the reporting period, the Company had changed the name of Tianjin Kaiying Environmental Engineering Technology Consulting Limited to Tianjin Kaiying Technology Development Company Limited (天津凱英科技發展有限公司). After the capital injection of RMB3 million by the Company, the business scope of this company was changed, which mainly comprises the development of environmental protection technologies and products, mechanical equipment, and the development, consultancy services and transfer of computer software, etc.

12 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

1. Principal businesses by industry

Unit: ’000 Currency: RMB

By industry Operating
revenue
Operating
cost
Operating
profit margin
(%)
Increase/
decrease
in operating
revenue as
compared
to the same
period last
year
(%)
Increase/
decrease
in operating
cost as
compared
to the same
period last
year
(%)
Increase/
decrease
in operating
profit margin
as compared
to the same
period
last year
(%)
Sewage water
treatment and
sewage water
treatment plant
construction
business
635,163 369,558 41.82 8.5 16.81 -4.14
Toll collection
business
33,518 3,560 89.38 0.02 0 0
Tap water supply
business
19,836 13,056 34.18 13.05 1.91 7.19
Recycled water
pipeline
connection and
water supply
business
(Note (1))
33,856 24,905 26.44 57.14 43.68 6.89
Other business
(Note(2))
2,862 2,097 26.75

Notes:

  • (1) There was a new additional project of pipeline connection business of Tianjin Water Recycling Company Limited, hence both revenue and costs increased year-on-year;

  • (2) This includes the revenue of ancillary engineering projects of Tianjin Kaiying Technology Development Company Limited and the revenue from integrated system and software technology services of Environmental Data Management System (Hong Kong) Company Limited (環境數據管理系統(香港)有限公司 ) newly acquired by Tianjin Capital Environmental Protection (Hong Kong) Company Limited in 2010.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

13

2. Principal businesses by geographical regions

Unit: ’000 Currency: RMB

Region Operating revenue Increase/Decrease
in operating
revenue as
compared
to the same period
lastyear (%)
Tianjin 515,577 10.08
Qujing 37,757 69.29(Note)
Guizhou 12,118 -1.58
Fuyang 17,034 -1.07
Baoying 6,082 20
Hangzhou 68,235 3.08
Hong Kong 385
Wendeng 11,446 -0.48
Xi’an 37,171 1.06
Anguo 6,244 2.18
Wuhan 13,186 8.2
Total 725,235 10.21

Note: Revenue from principal operations of Qujing Capital Water Company Limited increased by a larger extent as compared to the same period last year, which was mainly attributable to the water price adjustments for the sewage water business and the receipt of compensation for price differences, and revenue for the current period was also recognized according to the post-adjustment water price.

14 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(IV) Explanation on significant changes in principal financial data as compared to the same period last year

As at 30 June 2011, the Group had total assets in the amount of RMB8.51621 billion, increased by 1.08% or RMB90.647 million as compared to the beginning of the year. Total liabilities were RMB4.957325 billion, increased by 2.23% or RMB107.931 million as compared to the beginning of the year. Equity interest attributable to the shareholders of the Company was RMB3.431252 billion, decreased by 0.56% or RMB19.321 million as compared to the beginning of the year. Net profit attributable to the Company for the first half of 2011 was RMB137.674 million, increased by 6.15% as compared to the same period last year. Analysis of items with more significant changes is set out below:

Unit: ’000 Currency: RMB

Items As at 30
June 2011
As at 31
December
2010
Amount
increased/
decreased
Change (%) Explanation of change
Inventory 58,686 32,476 26,210 80.71 Increase in inventory was mainly new
inventories added during the current
period by the BT project of the
subsidiary,
Tianjin
Zichuang
Engineering Investment Company
Limited.
Non-current
liabilities due
within
one year
813,688 360,180 453,508 125.91 Were the medium to long term floating
loans of the Company due within one
year.
Items Jan-Jun
2011
Jan-Jun
2010
Amount
increased/
decreased
Change (%) Explanation of change
Business tax
and surcharge
3,608 20,010 -16,402 -81.97 A significant reduction in business tax
and surcharge was attributable to the
availability of sewage water treatment
business tax preferential policy to the
Company since 2011.
Non-operating
income
4,422 2,120 2,302 108.59 Non-operating income mainly comprises
income from government subsidies
received during the current period by
the Chibi subsidiary of the Wuhan
subsidiary.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

15

Items Jan-Jun
2011
Jan-Jun
2010
Amount
increased/
decreased
Change (%) Explanation of change
Net cash flows
from operating
activities
355,697 56,723 298,974 527.08 Recovery of accounts receivables of the
Company for the current period was
better than the same period last year, as
a result of the recovery of part of the
outstanding sewage water treatment fees
and construction and management fees
carried forward from the previous year.
Net cash flows
from investing
activities
-209,666 -285,194 75,528 -26.48 The new construction and restructuring
projects of the sewage water treatment
plant and recycled water plant of the
Group were close to completion during
the current period, infrastructural
expenditure incurred was less than the
same period last year.
Net cash flows
from financing
activities
-175,322 168,960 -344,282 -203.77 Borrowings of the Group during the
current period was less than the
repayment amount, resulting in a net
outflow from financing activities.
Net increase in
cash and cash
equivalents
-29,291 -59,511 30,220 -50.78 As a result of the cash flows from the
above three activities, a net outflow of
cash and cash equivalents was recorded
for the current period.

(V) Investment of the Company

1. Use of proceeds from fund-raising

During the reporting period, the Group had not raised any funds nor used any proceeds raised in previous periods.

2. Projects funded by proceeds other than from fund-raising

  • (1) The upgrading and renovation projects of four sewage water treatment plants in Tianjin, namely, Xianyanglu, Beicang, Jizhuangzi and Dongjiao: The investor was the Company and the estimated total investment amount was approximately RMB1.178 billion. During the reporting period, an investment of RMB85 million in these projects was completed, and the cumulative completed investment amount was RMB716 million. During the reporting period, the project had completed test run and achieved target performance. Currently, the projects are in the stage of project finishing and settlement of project accounts.

16 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

  • (2) Jizhuangzi recycled water plant reconstruction and expansion project: The investor was the Group’s subsidiary, Tianjin Water Recycling Company Limited, and the estimated total investment amount of the project was RMB87.57 million. During the reporting period, an investment of RMB2.04 million in this project was completed, and the cumulative completed investment amount was RMB74.14 million. The project has been basically completed and is in the stage of joint testing and trial operation. Currently, the project is in the stage of project finishing and settlement of project accounts.

  • (3) Tianjin Cultural Centre centralized energy station project: The investor was the Group’s subsidiary, Tianjin Jiayuanxing Innovative Energy Technology Company Limited (天津佳源興創新能源科技有限公司), and the estimated total investment amount of the project was approximately RMB433 million. During the reporting period, an investment of RMB30 million was completed and the cumulative completed investment amount was RMB30 million.

  • (4) The Yongan sewage water system project under the Xianning City River Gan sewage water integrated treatment engineering project: The investor was the Group’s subsidiary, Wuhan Tianchuang Environmental Protection Company Limited, and the estimated total investment amount of the project was approximately RMB198 million. During the reporting period, an investment of RMB2.67 million was completed, and the cumulative completed investment amount was RMB85 million. The project has been basically completed and is currently in the stage of project finishing and settlement of project accounts.

  • (5) Wendeng City Gejia Town sewage water treatment plant project: The investor was the Group’s subsidiary, Wendeng Capital Water Company Limited, and the estimated total investment amount of the project was RMB18.10 million. During the reporting period, an investment of RMB4.70 million was completed, and the cumulative completed investment amount was RMB12.55 million. The project has been basically completed, and is currently in the test run and trial operation stage.

  • (6) Purchase and installation of equipment with capacity of 50,000 tonnes per day for Phase 1 of the Qige sewage water treatment plant project: The investor was the Group’s subsidiary, Hangzhou Tianchuang Water Company Limited, and the estimated total investment amount of the project was RMB22.99 million. During the reporting period, an investment of RMB10.34 million was completed and the cumulative completed investment amount was RMB11.69 million. It is currently in the testing stage for water connection and trial operation.

  • (7) Phase 2 of the Baoying Xianhe sewage water treatment plant project: The investor was the Group’s subsidiary, Baoying Capital Water Company Limited. The estimated total investment amount of the project was RMB44.68 million. During the reporting period, an investment of RMB7.33 million was completed and the cumulative completed investment amount was RMB7.33 million.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

17

  • (8) Ninghe Modern Industrial Zone sewage water treatment plant project: The investor was the Group’s subsidiary, Jinning Capital Environmental Water Company Limited. The estimated total investment amount of the project was RMB46.61 million. During the reporting period, an investment of RMB650,000 was completed and the cumulative completed investment amount was RMB650,000.

  • (9) City water supply system of Anguo City reconstruction and expansion project: The investor was the Group’s subsidiary, Anguo Capital Water Company Limited. The estimated total investment amount of the project was RMB33.01 million. During the reporting period, an investment of RMB2.19 million was completed and the cumulative completed investment amount was RMB25.59 million. Currently, the project has been fully completed and is in the process of settlement of project accounts.

  • (10)Tianjin Ziya Circular Economy Industrial Zone sewage water treatment plant (Phase 1) project: The project was a BT project financed and constructed by the Group’s subsidiary, Tianjin Zichuang Engineering Investment Company Limited. The project investment (the winning bid price) was approximately RMB76.80 million. During the reporting period, an investment of RMB11.50 million was completed and the cumulative completed investment amount was RMB32.27 million.

  • (11)During the reporting period, the Group established Tianjin Jiayuanxing Innovative Energy Technology Company Limited (天津佳源興創新能源科技有限公司) out of its own funds, with a registered capital of RMB10 million, and the capital contribution ratio by the Group was 100%. In addition, capital injections were made by the Group to its subsidiaries, Wendeng Capital Water Company Limited, Tianjin Kaiying Technology Development Company Limited and Qujing Capital Water Company Limited according to their project operations. The amounts of capital injections were RMB4 million, RMB3 million and RMB25.2196 million, respectively. Subsequent to the capital injections, the registered capital of the above subsidiaries were RMB52 million, RMB5 million and RMB148 million, respectively. The Group’s capital contribution ratio remained unchanged. It is still holding 100% equity interest in Wendeng Capital Water Company Limited, 100% equity interest in Tianjin Kaiying Technology Development Company Limited and 90.07% equity interest in Qujing Capital Water Company Limited.

  • (12)During the reporting period, the Group completed the acquisition of equity interest in Tianjin Water Recycling Company Limited and Fuyang Capital Water Company Limited by acquiring the 2% equity interest in Tianjin Water Recycling Company Limited held by Tianjin Municipal Highway Assets Management Centre and 1.43% equity interest in Fuyang Capital Water Company Limited held by Guizhou Company. As a result, Tianjin Water Recycling Company Limited and Fuyang Capital Water Company Limited became wholly-owned subsidiaries of the Group.

18 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(VI) Liquidity and financial resources

There were no seasonal changes in the Group’s borrowings requirement. As at 30 June 2011, there were no outstanding bank loans and interests not repaid upon maturity. Details of the bank borrowings of the Group are stated in the notes to the condensed consolidated financial statements of the Company as at 30 June 2011.

According to the accounting report prepared in accordance with the PRC Enterprise Accounting Standards, the gearing ratio was 58.21% as at 30 June 2011.

(VII) Foreign exchange risk

The operations and customers of the Group’s subsidiaries are located in the PRC. Most of the operating assets and transactions are settled in RMB, and all of the Group’s borrowings are denominated in RMB. Therefore, the Group has no significant foreign exchange risk. The sole foreign exchange exposure of the Group arises from long-term payables. Such long-term payables are resulted from the Asset Transfer Agreement signed between the Company and Tianjin Sewage Company on 9 November 2011 for the purchase of assets generated from foreign bank loans, involving mainly US dollars and Japanese Yen.

As at 30 June 2011, if RMB had weakened/strengthened by 5% against the US dollar, with all other variables held constant, the after tax profit for the year would have been RMB6 million (2010: RMB4 million) lower/higher, mainly as a result of the foreign exchange losses/gains on the translation of US dollar-denominated portion of long-term payables. As at 30 June 2011, if RMB had weakened/strengthened by 5% against Japanese Yen, with all other variables held constant, the after tax profit for the year would have been RMB12 million lower/higher (2010: RMB12 million).

(VIII) Employee and emolument policy

As at 30 June 2011, the Group had 1,355 employees. During the reporting period, total remuneration paid to employees of the Group was approximately RMB53,862,400. The Group adopted a wage system in accordance with post ranks. An employee’s income was also pegged with his own length of service, education, skills as well as the economic benefits to the Group.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

19

(IV) Risk factors analysis

In July 2005, the Tianjin Municipal Government issued the “Administrative Measures on Licensed Operations of Public Utilities of Tianjin Municipality” (“ Administrative Measures ”). Under Rule 22, license rights for operating existing municipal public utility projects within the scope of regulation may be granted directly to the original operator after being reviewed by the municipal construction and administration authority and approved by the Municipal People’s Government, and a licensed operation agreement will be signed between the municipal construction and administration authority and the operator. The Group had submitted applications for the licensed operation of four sewage water treatment plants located at the Tianjin city central area to the Tianjin construction and administration authority after the implementation of the Administrative Measures (in November 2005).

The major provisions of the Administrative Measures in respect of licensed operation are as follows:

  • a. Licensed operators of new projects shall be ascertained by public tenders;

  • b. The municipal construction and administration authority shall be authorized to take charge of organizing and implementing licensed operations of municipal public utilities;

  • c. The licensed operators shall implement the municipal public utility product prices and service charge standards set by the State and the city;

  • d. The maximum term of licensed operation shall not exceed 30 years;

  • e. License rights for operating existing municipal public utility projects may be granted directly to the original operator after being reviewed by the municipal construction and administration authority and approved by the Municipal People’s Government, and a licensed operation agreement will be signed between the municipal construction and administration authority and the operator.

Currently, the Group is in the negotiation process with the relevant authority of Tianjin on the license rights.

(X) Contingent liabilities

The Group did not have any significant contingent liabilities as at 30 June 2011.

20 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(XI) Rights of debt

As at 30 June 2011, pursuant to the “Sewage Water Processing Agreement”, “Sewage Water Processing Interim Service Agreement” and “Construction in Progress Fee Agreement” entered into between the Company and Tianjin Sewage Company, total receivables and long-term receivables of the Company from Tianjin Sewage Company amounted to RMB950,970,000, representing approximately 13.35% of the total market capitalization of the Company as at 30 June 2011.

During the reporting period, Tianjin Sewage Company repaid a total of approximately RMB172,410,000 of the outstanding sewage water treatment fees to the Group and repaid approximately RMB173,000,000 of construction fees of sewage water treatment plant to the Group.

(XII) Charge on assets

The Group did not charge any assets of the Company and its subsidiaries as at 30 June 2011.

(XIII) Acquisition and disposal of subsidiaries

During the reporting period, the Group did not acquire or dispose any of its subsidiaries.

VII. SIGNIFICANT MATTERS

(I) Corporate governance of the Company

During the reporting period, the Group strictly complied with the requirements under the Company Law and Securities Law of the PRC, the relevant rules and regulations of the CSRC, the provisions under the relevant listing rules of the SSE and the “Code on Corporate Governance Practices” as set out in the Appendix 14 to the Listing Rules. The Group devoted a lot of effort to improve its corporate governance structure and standardize the operation of the Group.

The Group had a sound system for the general meetings, the Board and the Supervisory Committee, and achieved a clear division of responsibility and authority, scientific decision-making procedures and an effective balance between its power authority, decisionmaking body, supervisory authority and management level. The organization and business of the Group were independent from its shareholders. The controlling shareholder of the Group acted in a regulated manner and did not misappropriate the Group’s funds. The Directors and Supervisors of the Group duly performed their duties.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

21

As at the end of the reporting period, the Group had established a sound internal control system. The year 2011 was the first year of implementing the “Corporate internal control package guidelines”. The Group had formulated a detailed work plan at the beginning of the year which was followed strictly to facilitate better implementation of the internal control system in the Group. In the first half of 2011, the Group had completed all the improvements to various systems of the Group and the subsidiaries by reference to the “Package Guidelines” on existing basis.

In the second half of the year, the focus of internal control work in the Group will shift from system establishment to systems design and implementation appraisals. Through facilitating the implementation of the “Corporate internal control package guidelines” in the Group, the internal control system of the Group can enter into a good circulating cycle that will further enhance the building of the Group’s internal control system.

(II) Implementation of the profit appropriation plan during the reporting period

In the 2010 Annual General Meeting, the 2010 profit appropriation plan was considered and approved. The Company made a payment of RMB0.11 (including tax) in cash per share to holders of A shares and RMB0.11 (equivalent to HK$0.13157) (including tax) per share to holders of H shares. The Company published an announcement relating to dividend payment to A shares shareholders in the PRC on 30 June 2011. The shareholding registration date was 5 July 2011. The Company also published a notice of 2010 Annual General Meeting in Hong Kong on 24 March 2011. The shareholding registration date was 12 April 2011. Distribution of the dividends to the holders of A shares and H shares has been completed on 12 July 2011.

22 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(III) Implementation of the cash dividend payment policy during the reporting period

1. The cash dividend payment policy of the Company:

  • Pursuant to Article 195 of the Articles of Association of the Company, the Company may distribute dividends by the following ways: the Company may, after making up any prior years’ losses and setting aside funds for statutory surplus reserve and discretionary common reserve, distribute dividends by cash or shares according to its actual profit and cash flow. The Company shall draw attention to reasonable return to investors when making distribution on profit. If the Board of the Company does not make a cash dividends distribution proposal, it shall disclose in its regular reports the reasons thereof and the independent non-executive Directors shall give their independent opinion thereon. In case the fund of the Company is appropriated by a shareholder illegally, the Company shall make a deduction to the cash dividend to be distributed to that shareholder in order to repay the fund appropriated thereby. If the Company records a profit in the reporting period but does not make a cash dividends distribution proposal, it shall disclose in its regular reports the detailed reasons thereof and how the undistributed profit be used by the Company. The Company shall maintain a continuous and stable profit distribution policy. The Company may distribute interim dividends in cash.

2. Implementation of the cash dividend payment during the reporting period

In the 2010 Annual General Meeting, the 2010 profit appropriation plan was considered and approved. The Company made a payment of RMB0.11 (including tax) in cash per share to holders of A shares and RMB0.11 (equivalent to HK$0.13157) (including tax) per share to holders of H shares. The Company published an announcement relating to dividend payment to A shares shareholders in the PRC on 30 June 2011. The shareholding registration date was 5 July 2011. The Company also published a notice of 2010 Annual General Meeting in Hong Kong on 24 March 2011. The shareholding registration date was 12 April 2011. Distribution of the dividends to the holders of A shares and H shares has been completed on 12 July 2011.

(IV) Significant litigation and arbitration

The Group had no significant litigation or arbitration during the reporting period.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

23

(V) Bankruptcy and restructuring related matters

The Group had no bankruptcy and restructuring related matters during the reporting period.

(VI) Shareholdings of the Company in other listed companies and financial enterprises

The Group has no shareholdings in other listed companies and financial enterprises during the reporting period.

(VII) Asset transactions

On 9 November 2010, the Company and Tianjin Sewage Company (“ TSC ”) signed the “Agreement on the Transfer of Assets Generated from Foreign Bank Loans in relation to the Haihe Basin Tianjin Sewage Water Treatment Construction Project and the Beicang Sewage Water Treatment Project” (“ Asset Transfer Agreement ”) in Tianjin. The Haihe Basin Tianjin Sewage Water Treatment Construction Project refers to the Group’s Tianjin Jizhuangzi Sewage Water Treatment Plant and Xianyanglu Sewage Water Treatment Plant reconstruction and expansion project. Assets generated from foreign bank loans refer to the assets financed by Japan Bank for International Cooperation for the Xianyanglu Sewage Water Treatment Plant and the Jizhuangzi Sewage Water Treatment Plant and the assets financed by Asian Development Bank for the Beicang Sewage Water Treatment Plant.

The consideration of the above transaction was the sum of RMB261,578,056.76 and the total outstanding amount of principal and interests after the Asset Transfer Agreement came into effect under the loan agreement entered into between Japan Bank for International Cooperation and TSC for the asset financing of the Xianyanglu Sewage Water Treatment Plant and the Jizhuangzi Sewage Water Treatment Plant (“ Japan Bank Loan Agreement ”) and the loan agreement entered into by Asian Development Bank for the asset financing of the Beicang Sewage Water Treatment Plant (“ Asian Bank Loan Agreement ”). The consideration should be paid in the following ways:

  • a) RMB261,578,056.76 should be paid in cash within 5 business days after the Asset Transfer Agreement came into effect.

  • b) The remaining amount should be paid in cash to TSC before the repayment date in accordance with the repayment schedule of the Japan Bank Loan Agreement and the Asian Bank Loan Agreement.

24 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

The property rights of such assets were all transferred to the Company at the end of December 2010. During the reporting period, the Group paid the consideration of the transferred assets in accordance with the above payment method (b).

For details about this transaction, please see the Company’s announcement dated 9 November 2010.

(VIII) Major connected transactions

The Group did not have major connected transactions during the reporting period.

(IX) Major contracts and their implementation

1. Custody, subcontracting and leasing matters that contributed profits to the Company representing 10% or more of the total profit of the Company during the current period

(1) Custody

The Group did not provide any custody during the reporting period.

  • (2) Subcontracting

The Group did not provide any subcontracting during the reporting period.

(3) Leasing

The Group did not have any leasing matters during the reporting period.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

25

2. Guarantee

Unit: 0’000 Currency: RMB

External guarantee granted by the Company

(excluding guarantee provided to the subsidiaries of the Company)

Total amount of guarantee granted during the reporting period
(excluding guarantee provided to the subsidiaries of the Company) 0
Total amount of outstanding guarantee as at the end of the reporting period (A)
(excluding guarantee provided to the subsidiaries of the Company) 0
Guarantee provided to the subsidiaries of the Company
Total amount of guarantee provided to the subsidiaries
of the Company during the reporting period 0
Total amount of outstanding guarantee provided
to the subsidiaries as at the end of the reporting period (B) 76,268
Total amount of guarantee granted by the Company
(including guarantee provided to the subsidiaries of the Company)
Total amount of guarantee (A+B) 76,268
Percentage of the total amount of guarantee to the
net assets of the Company (%) 22.23
Of which:
Amount of guarantee provided to the shareholders,
actual controller and other related parties (C) 0
Amount of guarantee provided directly or indirectly
to the borrowers with gearing ratio of over 70% (D) 0
Total amount of guarantee exceeds 50% of net assets (E) 0
Total amount of the above three guarantees (C+D+E) 0

3. Entrusted financial management and entrusted loans

  • (1) Entrusted financial management

The Group had no entrusted financial management matters during the reporting period.

  • (2) Entrusted loans

The Group did not have any entrusted loans during the reporting period.

26 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

4. Other major contracts

During the reporting period, there were no other major contracts entered into by the Group.

(X) Implementation of commitments

During the reporting period or until the reporting period, no commitments were made by the Company or shareholders who hold 5% or more of the shares.

  • (1) As at the date of disclosure of the Interim Report, was there any business results commitment not yet fully performed: No.

  • (2) As at the date of disclosure of the Interim Report, was there any commitment for asset injection or consolidation not yet fully performed: No.

(XI) Appointment and removal of the accountants

Does the Group change its accountants? No Present Appointment Name of the PRC accountants PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company Auditing services rendered by the PRC accountants 17 years Name of the Hong Kong accountants PricewaterhouseCoopers Auditing services rendered by the Hong Kong accountants 17 years

During the reporting period, the Group did not change its accountants. The PRC auditor of the Group is PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company. The Hong Kong auditor of the Group is PricewaterhouseCoopers. A total of approximately RMB4.2 million was paid to the two auditors for auditing services rendered in 2010. As at the end of the reporting period in 2010, the above two accountants have rendered auditing services to the Group for 17 years. During the past three years, the Group did not change its auditors.

(XII) Punishments and rectification to listed company and its directors, supervisors, senior management, shareholders and actual controllers

During the reporting period, the Group and its Directors, Supervisors, senior management, shareholders and actual controller were not subject to any investigation, administrative punishments and criticisms by the CSRC or public reprimand by any stock exchange.

(XIII) Explanation of other major events

The Group did not have any other major events during the reporting period.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

27

(XIV) Information Disclosure Index

Name and Date of Website and path of
Subject page of newspaper publication publication
Announcement in “Shanghai Securities 24 January 2011 SSE: www.sse.com.cn;
Relation to the News” page B6 HKSE:www.hkex.com.hk;
Resolutions Passed IFN Financial Press Ltd.:
at the 13th http://www.ifn.com.hk/ir/tjcep/
Meeting of the
Fifth Board
Continuing Connected 4 March 2011 SSE: www.sse.com.cn;
Transactions HKSE: www.hkex.com.hk;
IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Discloseable “Shanghai Securities 16 March 2011 SSE: www.sse.com.cn;
Transaction News” page B57 HKSE: www.hkex.com.hk;
in Relation to the IFN Financial Press Ltd:
Project of the http://ifn.com.hk/ir/tjcep/
Centralized Energy
Stations of
Tianjin Cultural
Centre
Announcement in “Shanghai Securities 24 March 2011 SSE: www.sse.com.cn;
Relation to the News” page B96 HKSE: www.hkex.com.hk;
Provision of IFN Financial Press Ltd:
Guarantee for Loans http://ifn.com.hk/ir/tjcep/
of Qujing Capital
Water Co., Ltd.
Social Responsibility 24 March 2011 SSE: www.sse.com.cn;
Report 2010 HKSE: www.hkex.com.hk;
IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Report on 24 March 2011 SSE: www.sse.com.cn;
Self-assessment of HKSE: www.hkex.com.hk;
Internal Control 2010 IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/

28 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Name and Date of Website and path of
Subject page of newspaper publication publication
Notice of 2010 “Shanghai Securities 24 March 2011 SSE: www.sse.com.cn;
Annual General News” pages B96 HKSE: www.hkex.com.hk;
Meeting IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Announcement of “Shanghai Securities 24 March 2011 SSE: www.sse.com.cn;
Final Results News” pages B95 and HKSE: www.hkex.com.hk;
for the Year Ended B96 IFN Financial Press Ltd:
31 December 2010 http://ifn.com.hk/ir/tjcep/
Announcement in “Shanghai Securities 24 March 2011 SSE: www.sse.com.cn;
Relation to the News” pages B96 HKSE: www.hkex.com.hk;
Resolutions Passed IFN Financial Press Ltd:
at the 6thMeeting http://ifn.com.hk/ir/tjcep/
of the Fifth
Supervisory
Committee
Announcement in “Shanghai Securities 24 March 2011 SSE: www.sse.com.cn;
Relation to the News” page B96 HKSE: www.hkex.com.hk;
Resolutions Passed IFN Financial Press Ltd:
at the 16thMeeting http://ifn.com.hk/ir/tjcep/
of the Fifth Board
Announcement in “Shanghai Securities 8 April 2011 SSE: www.sse.com.cn;
Relation to the News” page B23 HKSE: www.hkex.com.hk;
Resolution Passed IFN Financial Press Ltd:
at the 17thMeeting http://ifn.com.hk/ir/tjcep/
of the Fifth Board
Continuing Connected 15 April 2011 SSE: www.sse.com.cn;
Transaction HKSE: www.hkex.com.hk;
IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Annual Report 2010 21 April 2011 SSE: www.sse.com.cn;
HKSE: www.hkex.com.hk;
IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Connected Transactions 28 April 2011 SSE: www.sse.com.cn;
Management System HKSE: www.hkex.com.hk;
IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

29

Name and Date of Website and path of
Subject page of newspaper publication publication
Detailed Implementation 28 April 2011 SSE: www.sse.com.cn;
Rules of the HKSE: www.hkex.com.hk;
Audit Committee IFN Financial Press Ltd:
of the Board http://ifn.com.hk/ir/tjcep/
Announcement in “Shanghai Securities 28 April 2011 SSE: www.sse.com.cn;
Relation to the News” page B67 HKSE: www.hkex.com.hk;
Provision of Guarantee IFN Financial Press Ltd:
for Loans of Xi’an http://ifn.com.hk/ir/tjcep/
Capital Water Co., Ltd.
First Quarterly “Shanghai Securities 28 April 2011 SSE: www.sse.com.cn;
Report 2011 News” page B67 HKSE: www.hkex.com.hk;
IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Announcement in “Shanghai Securities 28 April 2011 SSE: www.sse.com.cn;
Relation to the News” page B67 HKSE: www.hkex.com.hk;
Resolutions Passed IFN Financial Press Ltd:
at the 19thMeeting http://ifn.com.hk/ir/tjcep/
of the Fifth Board
Work System of 13 May 2011 SSE: www.sse.com.cn;
the Company HKSE: www.hkex.com.hk;
Secretary to the Board IFN Financial Press Ltd:
http://ifn.com.hk/ir/tjcep/
Announcement on “Shanghai Securities 13 May 2011 SSE: www.sse.com.cn;
Resolutions Passed News” page B29 HKSE: www.hkex.com.hk;
at the 2010 Annual IFN Financial Press Ltd:
General Meeting http://ifn.com.hk/ir/tjcep/
Announcement in “Shanghai Securities 31 May 2011 SSE: www.sse.com.cn;
Relation to the News” page B22 HKSE: www.hkex.com.hk;
Provision of IFN Financial Press Ltd:
Guarantee for http://ifn.com.hk/ir/tjcep/
Loans of Baoying
Capital Water Co., Ltd.
Announcement in “Shanghai Securities 31 May 2011 SSE: www.sse.com.cn;
Relation to the News” page B22 HKSE: www.hkex.com.hk;
Provision of IFN Financial Press Ltd:
Guarantee for http://ifn.com.hk/ir/tjcep/
Loans of Qujing
Capital Water Co., Ltd.

30 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Name and Date of Website and path of Subject page of newspaper publication publication Announcement in “Shanghai Securities 31 May 2011 SSE: www.sse.com.cn; Relation to the News” page B22 HKSE: www.hkex.com.hk; Resolutions Passed IFN Financial Press Ltd: at the 21[st] Meeting http://ifn.com.hk/ir/tjcep/ of the Fifth Board Announcement on “Shanghai Securities 29 June 2011 SSE: www.sse.com.cn; the Implementation News” page B22 HKSE: www.hkex.com.hk; of 2010 Profit IFN Financial Press Ltd: Distribution for http://ifn.com.hk/ir/tjcep/ A Shares Announcement in 30 June 2011 SSE: www.sse.com.cn; Relation to the HKSE: www.hkex.com.hk; Resolutions Passed IFN Financial Press Ltd: at the 22[nd] Meeting http://ifn.com.hk/ir/tjcep/ of the Fifth Board Announcement in 30 June 2011 SSE: www.sse.com.cn; Relation to the HKSE: www.hkex.com.hk; Provision of Guarantee IFN Financial Press Ltd: for Loans and http://ifn.com.hk/ir/tjcep/ Performance Letters of Tianjin Jiayuanxing Innovative Energy Technology Company Limited Notice of 2011 30 June 2011 SSE: www.sse.com.cn; First Extraordinary HKSE: www.hkex.com.hk; General Meeting IFN Financial Press Ltd:

SSE: www.sse.com.cn; HKSE: www.hkex.com.hk; IFN Financial Press Ltd: http://ifn.com.hk/ir/tjcep/

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

31

VIII. FINANCIAL ACCOUNTING REPORT (UNAUDITED)

(I) Prepared in accordance with Hong Kong Financial Reporting Standards

CONDENSED CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2011

(All amounts in Rmb thousand unless otherwise stated)

Note
ASSETS
Non-current assets
Property, plant and equipment
7
Investment property
Intangible assets
7
Land use rights
Investment in an associate
8
Available-for-sale financial assets
Trade receivables due after one year
9
Long-term receivables
10
Other non-current assets
Current assets
Inventories
Trade receivables
9
Other receivables
Prepayments
Cash and cash equivalents
Total assets
As at
30 June
31 December
2011
2010
Unaudited
Audited
3,222,355
3,230,110
117,791
119,628
2,440,243
2,427,782
457,563
462,868
41,094
41,583
4,000
4,000
68,794
68,794
337,371
336,286
7,176
7,458
6,696,387
6,698,509
58,686
32,476
1,089,621
996,949
58,368
53,540
102,109
103,759
511,039
540,330
1,819,823
1,727,054
8,516,210
8,425,563
As at
30 June
31 December
2011
2010
Unaudited
Audited
3,222,355
3,230,110
117,791
119,628
2,440,243
2,427,782
457,563
462,868
41,094
41,583
4,000
4,000
68,794
68,794
337,371
336,286
7,176
7,458
6,696,387
6,698,509
58,686
32,476
1,089,621
996,949
58,368
53,540
102,109
103,759
511,039
540,330
1,819,823
1,727,054
8,516,210
8,425,563
6,698,509
32,476
996,949
53,540
103,759
540,330
1,727,054
8,425,563

32 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Note
EQUITY
Capital and reserves attributable to the
Company’s equity holders
Share capital
11
Other reserves
Retained earnings
– Proposed final dividend
– Undistributed
Non-controlling interests
Total equity
LIABILITIES
Non-current liabilities
Borrowings
12
Deferred revenue
Deferred income tax liabilities
Current liabilities
Trade payables
13
Advances from customers
Wages payables
Income tax payable
Other taxes payable
Dividend payable
Other payables
Borrowings
12
Total liabilities
Total equity and liabilities
Net current assests/(liabilities)
Total assets less current liabilities
Zhang Wenhui
Lin Wenbo
Director
Director
As at
30 June
31 December
2011
2010
Unaudited
Audited
1,427,228
1,427,228
685,343
685,343
1,318,681
1,338,002
As at
30 June
31 December
2011
2010
Unaudited
Audited
1,427,228
1,427,228
685,343
685,343
1,318,681
1,338,002
As at
30 June
31 December
2011
2010
Unaudited
Audited
1,427,228
1,427,228
685,343
685,343
1,318,681
1,338,002

1,318,681
156,995
1,181,007
3,431,252
127,633
3,558,885
2,263,778
288,169
42,547
2,594,494
24,685
350,719
5,339
11,408
2,801
157,982
302,469
1,507,428
2,362,831
4,957,325
8,516,210
(543,008)
6,153,379
3,450,573
125,596
3,576,169
2,838,538
284,974
38,427
3,161,939
22,729
310,478
7,374
8,757
7,674
1,056
274,991
1,054,396
1,687,455
4,849,394
8,425,563
39,599
6,738,108

The notes form an integral part of this condensed consolidated interim financial information.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

33

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2011

(All amounts in Rmb thousand unless otherwise stated)

Note
Revenue
6(a)
Business tax
Cost of sales
Gross profit
Other income - net
6(a)
Administrative expenses
Operating profit
14
Finance costs - net
15
Share of profits /(loss) of an associate
Profit before income tax
Income tax expense
16
Profit for the period
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Profit /Total comprehensive income attributable to:
– equity holders of the Company
– non-controlling interests
Earnings per share for profit attributable to the
equity holders of the Company (in Rmb per share)
– basic
– diluted
Interim dividends
17
Unaudited
Six months ended 30 June
2011
2010
725,235
658,029
(3,608)
(20,010)
(413,176)
(350,079)
308,451
287,940
4,237
12,465
(50,172)
(59,610)
262,516
240,795
(76,329)
(63,444)
(489)
83
185,698
177,434
(45,987)
(47,160)
139,711
130,274


139,711
130,274
137,674
129,701
2,037
573
139,711
130,274
Rmb0.10
Rmb0.09
Rmb0.10
Rmb0.09

The notes form an integral part of this condensed consolidated interim financial information.

34 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2011

(All amounts in Rmb thousand unless otherwise stated)

Note
Balance at 1 January 2011
Comprehensive income
– Profit for the period
Total comprehensive income
Transactions with owners
– Dividends distributed
17
Total transactions
with owners
Balance at 30 June 2011
Balance at 1 January 2010
Comprehensive income
– Profit for the period
Total comprehensive income
Transactions with owners
– Dividends distributed
17
Total transactions
with owners
Balance at 30 June 2010
Equity holders
Share
Other
capital
Reserves
1,427,228
685,343



Equity holders
Share
Other
capital
Reserves
1,427,228
685,343



Unaudited
of the Company
Retained
Earnings
Sub-total
1,338,002
3,450,573
137,674
137,674
137,674
137,674
Unaudited
of the Company
Retained
Earnings
Sub-total
1,338,002
3,450,573
137,674
137,674
137,674
137,674
Unaudited
of the Company
Retained
Earnings
Sub-total
1,338,002
3,450,573
137,674
137,674
137,674
137,674


1,427,228


685,343
(156,995)
(156,995)

(156,995)
(156,995)

1,318,681
3,431,252
127,633
1,427,228 659,462 1,206,901 3,293,591 121,920


129,701
129,701
129,701
129,701
573
573


(114,178)
(114,178)

(114,178)
(114,178)
1,427,228 659,462 1,222,424 3,309,114 122,493

The notes form an integral part of this condensed consolidated interim financial information.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

35

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2011

(All amounts in Rmb thousand unless otherwise stated)

Cash flows from operating activities
Cash generated from operation
PRC income tax paid
Interest received
Net cash flows from operating activities
Cash flows from investing activities
Cash paid to acquire fixed assets, intangible
assets and other long-term assets
Net cash received from disposal of fixed assets
Dividend received
Cash paid to acquire equity investment
Net cash flows from investing activities
Cash flows from financing activities
Payments of interest expenses and distribution of
dividends of profits
Repayments of bank borrowing
Proceeds of bank borrowing
Cash received/(paid) relating to other financing activities
Net cash flows from financing activities
Net decrease in cash
Add: Cash and bank balances at beginning of period
Cash and cash equivalents at end of period
Unaudited
Six months ended 30 June
2011
2010
389,246
81,840
(39,216)
(28,082)
5,667
2,965
355,697
56,723
(208,088)
(286,409)
658
1,215
200

(2,436)

(209,666)
(285,194)
(71,189)
(73,426)
(272,613)
(42,250)
161,200
286,000
7,280
(1,364)
(175,322)
168,960
(29,291)
(59,511)
539,430
592,261
510,139
532,750

The notes form an integral part of this condensed consolidated interim financial information.

36 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

(All amounts in Rmb thousand unless otherwise stated)

1 Company profile and principal activities

Tianjin Capital Environmental Protection Group Company Limited (the “Company”) was established on 8 June 1993 in Tianjin, the People’s Republic of China (the “PRC”) as a joint stock limited liability company. The holding company and ultimate holding company of the Company is Tianjin Municipal Investment Company Limited (“TMICL”) and Tianjin City Infrastructure Construction and Investment Group Company Limited (“TICIG”) respectively.

This condensed consolidated interim financial information was approved for issue on 24 August 2011.

This condensed consolidated financial information has not been audited.

The principal activities of the Company and its subsidiaries (the “Group”) include processing of sewage water and construction and management of related facility, supply of tap water and recycled water as described below:

(a) Processing of sewage water

Pursuant to relevant agreements (“Sewage Processing Agreements”), the Group currently provides sewage water processing services via the following plants:

Plant Location Agreement date Customer
Dong Jiao, Tianjin 10 October 2000 Tianjin Sewage Company (“TSC”)
Ji Zhuang Zi, Tianjin 10 October 2000 TSC
Xian Yang Lu, Tianjin 10 October 2000 TSC
Bei Cang, Tianjin 10 October 2000 TSC
Gui Yang, Guizhou 16 September 2004 Guiyang City Administration Bureau
Bao Ying, Jiangsu 13 June 2005 Baoying Construction Bureau
Fu Yang, Anhui 18 December 2005 Anhui Fuyang Construction Committee
Qu Jing, Yunnan 25 December 2005 Qujing City Water General Company
Hong Hu, Hubei 29 December 2005 Honghu Construction Bureau
Hang Zhou, Zhejiang 12 November 2006 Hangzhou Sewage Company
Jing Hai, Tianjin 12 September 2007 Tianyu Science Technology Park
Administration Committee of Tianjin
New Technology Industry Area
Wen Deng, Shandong 19 December 2007 Wendeng Construction Bureau
Xi An, Shanxi 18 March 2008 Xi An Municipal Infrastructure
Construction Investment General Company
An Guo, Hebei 14 October 2008 An Guo Municipal Government
Xian Ning, Hubei 16 October 2008 Xianning Construction Committee
Ying Dong, Anhui 10 August 2009 Fuyang Yingdong Construction Bureau

Except for four Tianjin plants including Dong Jiao, Ji Zhuang Zi, Xian Yang Lu and Bei Cang, all other plants above are governed by service concession arrangements which fall into the scope of HK(IFRIC) - Int 12.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

37

The principal terms and the pricing formula as set out in the relevant agreements are briefly summarised below:

Dong Jiao:

The Group will have full recovery of actual operating costs, including depreciation of property, plant and equipment, excluding interest expenses and foreign exchange gains or losses and at minimum:

  • (i) earn a return of 15% per annum of the average balances of the monthly net book value of property, plant and equipment (as defined in the agreement) of the plants;

  • (ii) incentive pricing adjustments will be made for cost saving and/or when actual processing volume exceeds the minimum processing volume stipulated in the agreement.

Ji Zhuang Zi, Xian Yang Lu and Bei Cang:

Based on the supplementary agreement reached with TSC on 10 March 2006, the Company is entitled to a predetermined sewage processing fee from the completion date of construction to the completion date of inspection of the Ji Zhuang Zi, Xian Yang Lu and Bei Cang plants. After the inspection of these three plants is completed, processing fee will be collected from TSC using the same principle as for Dong Jiao plant as described above.

All other sewage water processing plants :

Initial sewage water processing prices are predetermined, thereafter processing prices may be revised after considering various factors including renovation of equipment, additional investment, power and energy and labour force, and other significant changes of government policy.

All sewage water processing plants outside Tianjin, except for the one in Guiyang, are guaranteed a minimum processing volume by their respective customers. If the actual volume is lower than the guaranteed volume, processing fee will be settled using the guaranteed volume.

Pursuant to the relevant agreement, Guiyang Price Bureau adjusts the sewage water processing price periodically, which will allow full recovery of all actual costs, including operating cost, depreciation, income tax and a return of 8% on budgeted net assets of the plant.

(b) Construction and management of sewage water facility

The Group provides design, construction and operations of sewage processing facility and financing, construction and transfer of sewage processing facility project services.

(c) Supply of tap water

Pursuant to relevant agreements, the Group provides tap water supply service initially at predetermined price and the processing prices as pre-determined may be revised after considering various cost factors based on contract terms.

38 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(d) Recycled water and pipeline connection

The Group’s recycled water business includes developing, constructing and operating of recycled water projects, production and sale of recycled water and research, development and technical consultation of processing technology and equipment of recycled water.

2 Basis of preparation

This condensed consolidated interim financial information for the six months ended 30 June 2011 has been prepared in accordance with HKAS 34, ‘Interim financial reporting’. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2010, which have been prepared in accordance with HKFRSs.

  • 2.1 Going concern basis

As at 30 June 2011, the Group’s current liabilities exceeded its current assets by approximately Rmb 543 million. Despite the forgoing, these interim financial information has been prepared on a going concern basis, because the directors of the Company believe that the undrawn banking facilities are sufficient to enable the Group and the Company to meet their respective liabilities as and when they fall due.

3 Accounting policies

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2010, as described in those annual financial statements.

  • (a) New and amended standards adopted by the Group.

The following new standard and amendment to standard are mandatory for the first time for the financial year beginning 1 January 2011.

Amendment to HKAS 34 ‘Interim financial reporting’ is effective for annual periods beginning on or after 1 January 2011. It emphasises the existing disclosure principles in HKAS34 and adds further guidance to illustrate how to apply these principles. Greater emphasis has been placed on the disclosure principles for significant events and transactions. Additional requirements cover disclosure of changes to fair value measurement (if significant), and the need to update relevant information from the most recent annual report. The change in accounting policy only results in additional disclosures.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

39

  • (b) Standards, amendments and interpretations to existing standards effective in 2011 but not relevant to the Group.

HKAS 32 (Amendment) Classification of rights issues HK(IFRIC)-Int 14 (Amendment) Prepayments of a minimum funding requirement HK(IFRIC)-Int 19 (Amendment) Extinguishing financial liabilities with equity instruments

  • (c) The following new standards and amendments to standards have been issued but are not effective for the financial year beginning 1 January 2011 and have not been early adopted:

HKFRS 9 Financial instruments (effective from 1 January 2013) HKAS 12 (Amendment) Deferred tax - Recovery of underlying assets (effective from 1 January 2012) HKFRS 7 (Amendment) Disclosures - Transfers of financial assets (effective from 1 July 2011)

4 Estimates

The preparation of interim financial statements 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 expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial information, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2010.

5 Financial risk management

The Group’s activities expose it to a variety of financial risks. The Group’s overall risk management programme seeks to minimise potential adverse effects on the financial performance of the Group.

The condensed interim consolidated financial information do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as at 31 December 2010.

There have been no changes in the risk management department since year end 2010 or in any risk management policies.

  • (a) Market risk:

  • (i) Foreign currency risk:

The Group has no significant foreign currency risk as the operations and customers of the Group are located in the PRC with most of the operating assets and transactions denominated and settled in RMB. All of the Group’s borrowings are denominated in RMB. The sole foreign currency exposure of the Group arises from fluctuation of US dollar and Japanese Yen (“JPY”) pursuant to the long-term payment scheme set out in the asset transfer agreement of foreign loan financed assets from TSC on 9 November 2010.

40 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

At 30 June 2011, if RMB had weakened/strengthened by 5% against the US dollar with all other variables held constant, post-tax profit for the period would have been Rmb6 million (2010: Rmb4 million) lower/higher, mainly as a result of foreign exchange losses/gains on translation of US dollar-denominated portion of long-term payable. Similarly, if RMB had weakened/strengthened by 5% against the JPY with all other variables held constant, posttax profit for the period would have been Rmb12 million (2010: Rmb12 million) lower/ higher.

  • (ii) Interest rate risk:

The Group’s interest rate risk arises mainly from cash and bank balances, long-term receivables, long-term borrowings and long-term payable.

The Group has significant borrowings and long-term payable. Those taken at variable rates expose the Group to cash flow interest-rate risk, whilst those taken at fixed rates expose the Group to fair value interest-rate risk.

The tables below set out the Group’s exposure to interest rate risks. Included in the tables are the assets and liabilities at carrying amounts, categorised by the maturity dates.

At 30 June 2011
Assets
Cash and bank balances
Long-term receivables
Liabilities
Current borrowings
Non current borrowings
Long-term payable due within 1 year
Long-term payable
Short-term debenture
At 31 December 2010
Assets
Cash and bank balances
Long-term receivables
Liabilities
Current borrowings
Non current borrowings
Long-term payable due within 1 year
Long-term payable
Short-term debenture
Fixed
900
337,371
16,364
98,181
24,581
287,847
600,000
Group
Non-interest
Floating
bearing
510,139



858,526
1,320
1,767,091
9,123
6,637

101,536


Group
Non-interest
Floating
bearing
510,139



858,526
1,320
1,767,091
9,123
6,637

101,536


Total
511,039
337,371
876,210
1,874,395
31,218
389,383
600,000
900
336,286
16,364
148,181
24,371
299,043
600,000
539,430

405,526
2,280,140
6,339
100,561


1,796
10,613


540,330
336,286
423,686
2,438,934
30,710
399,604
600,000

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report 41

At 30 June 2011, if interest rates on bank borrowings had been 1% higher/lower with all other variables held constant, profit for the period would have been lower/higher by Rmb26 million (2010:22.6 million)

The Group analyses its interest rate exposure monthly by considering refinancing, renewal of existing positions and alternative financing.

(b) Credit risk:

Credit risk arises from deposits with banks and credit exposures to customers.

The Group manages credit risk on bank deposits by placing the majority of its cash and bank balances with state owned/ listed banks in the PRC. The Group has not had any significant loss arising from non-performance by these parties in the past and management does not expect so in the future.

The credit risk on trade receivables is concentrated on a few customers, all of which are PRC government bodies. Thus, the management considers that the risk is limited.

The maximum credit risk of the Company includes the carrying value of its financial assets on books and is increased by the notional amount of financial guarantees issued for its subsidiaries.

(c) Liquidity risk:

Cash flow forecasting is performed in the operating entities and aggregated by Group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements - for example, currency restrictions.

42 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

The Group’s financial liabilities (inclusive of interests) are analysed into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date, using the contracted undiscounted cash flows, as follows:

At 30 June 2011
Long-term bank borrowings
Long-term payable
Other non-current liabilities
Trade and other payables
Short-term borrowings
Short-term debenture
At 31 December 2010
Long-term bank borrowings
Long-term payable
Other non-current liabilities
Trade and other payables
Short-term borrowings
Short-term debenture
Less than
1 year
899,308
32,149
23,573
327,154
77,146
600,458
471,626
32,038
22,091
297,720
76,902
612,180
Between 1
and
2 years
618,481
32,419
21,273



950,320
32,278
21,273


Between 2
and
5 years
892,872
99,393
53,473



1,064,759
98,809
53,473


Over
5 years
496,555
654,275
65,598



639,677
671,105
70,696


Total
2,907,216
818,236
163,917
327,154
77,146
600,458
3,126,382
834,230
167,533
297,720
76,902
612,180
  • (d) Fair value estimation

Long-term borrowings, long-term payable, and debentures that are not traded in an active market, are estimated at fair value that is determined by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar cash flows.

During the reporting period there were no significant changes in the business or economic circumstances that affect the fair value of the Group’s financial assets and financial liabilities.

During the reporting period there were no reclassifications of financial assets.

6 Revenue and segment information

An analysis of sales and contributions to operating profit for the period by principal operations is as follows:

  • (a) Analysis of the Group’s turnover and other income
Revenue from principal operation (Note 6(b))
Other income - net
Unaudited
For the six months ended
30 June
30 June
2011
2010
725,235
658,029
4,237
12,465
729,472
670,494
Unaudited
For the six months ended
30 June
30 June
2011
2010
725,235
658,029
4,237
12,465
729,472
670,494
670,494

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report 43

  • (b) Operating segment analysis

Management has determined the operating segments based on the reports reviewed by the managers operating meeting that are used to make strategic decisions.

The meeting considers the business from both service and geographical perspective. From a service perspective, management assesses the performance of processing of sewage water, recycled water and pipeline connection and tap water operation. Processing of sewage water is further evaluated on a geographical basis (Tianjin plants, Hangzhou plant and other plants). Tianjin plants represent sewage water processing plants of downtown Tianjin located at Dong Jiao, Ji Zhuang Zi, Xian Yang Lu and Bei Cang respectively. Other services include tolls collection, lease of office building or apartments and other services. These are not included within the reportable operating segments, as they are not individually included in the reports provided to the managers operating meeting. The results of these operations are included in the ‘all other segments’ column.

The managers operating meeting assesses the performance of the operating segments based on a measure of net profit after tax, which is measured in a manner consistent with that in the financial statements.

  • (i) For the period ended 30 June 2011
Segment revenue
Segment expense
Results before share of
profits of an associate
Share of loss of
an associate
Profit before income tax
Income tax expense
Profit for the period
Segment assets
Investment in an associate
Total assets
Total liabilities
Other information
– Interest income
– Interest expenses
– Depreciation
– Amortisation
– Capital expenditures
Sewage water
processing services
Tianjin
Hangzhou
Other
plants
plant
plants
448,259
68,371
118,533
(309,440)
(63,759)
(110,728)
138,819
4,612
7,805
4,660,648
808,660
1,356,119



4,660,648
808,660
1,356,119
2,967,130
503,933
531,825
2,493
171
738
(44,670)
(12,727)
(21,454)
(60,060)

(1,038)
(5,208)
(18,124)
(28,129)
59,291
9,649
20,319
Recycle
water and
pipeline
connection
33,856
(30,396)
3,460
647,730

647,730
719,332
1,973
(2,928)
(7,651)
(57)
13,773
Tap
water
19,836
(19,281)
555
334,922

334,922
160,224
37
(5,436)

(5,515)
2,175
All other
segments
40,617
(9,681)
30,936
667,037
41,094
708,131
74,881
5,972

(3,004)
(40)
35,309
Group
729,472
(543,285)
186,187
(489)
185,698
(45,987)
139,711
8,475,116
41,094
8,516,210
4,957,325
11,384
(87,215)
(71,753)
(57,073)
140,516

44 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(ii) For the period ended 30 June 2010

Segment revenue
Segment expense
Results before share of
profits of an associate
Share of profits of
an associate
Profit before income tax
Income tax expense
Profit for the period
Segment assets
Investment in an associate
Total assets
Total liabilities
Other information
– Interest income
– Interest expenses
– Depreciation
– Amortisation
– Capital expenditures
Sewage water
processing services
Tianjin
Hangzhou
Other
plants
plant
plants
349,158
66,197
105,875
(216,141)
(61,880)
(94,347)
133,017
4,317
11,528
3,786,845
814,686
1,595,378



3,786,845
814,686
1,595,378
2,366,922
520,751
513,020
925
164
439
(31,396)
(12,544)
(20,343)
(47,064)

(2,654)
(4,554)
(18,124)
(24,612)
198,069

73,146
Recycle
water and
pipeline
connection
21,545
(21,844)
(299)
578,079

578,079
509,365
1,374
(3,083)
(5,698)
(12)
34,596
Tap
water
17,546
(19,016)
(1,470)
299,365

299,365
197,063

(4,612)

(4,342)
6,139
All other
segments
110,173
(79,915)
30,258
479,413
40,218
519,631
55,256
5696

(2,384)
(40)
958
Group
670,494
(493,143)
177,351
83
177,434
(47,160)
130,274
7, 553,766
40,218
7,593,984
4,162,377
8,598
(71,978)
(57,800)
(51,684)
312,908

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

45

7 Property, plant and equipment and intangible assets

Property, plant
Six months ended 30 June 2010
and equipment
Opening net book amount 1 January 2010
2,335,198
Additions
221,379
Disposals
(14,332)
Depreciation and amortisation
(56,233)
Closing net book amount 30 June 2010
2,486,012
Six months ended 30 June 2011
Opening net book amount as at 1 January 2011
3,230,110
Additions
76,287
Disposals
(14,126)
Depreciation and amortisation
(69,916)
Closing net book amount as at 30 June 2011
3,222,355
Intangible
assets
2,367,696
91,529

(47,587)
2,411,638
2,427,782
64,229

(51,768)
2,440,243

Certain of the concession rights with net book value of Rmb247million (31 December 2010: Rmb252 million) have been secured against loan facilities.

8 Investment in an associate

Unaudited
For the six months
ended 30 June 2011
Beginning of the period 41,583
Share of loss (489)
End of the period 41,094

Tianjin International Machinery Co., Ltd. (TIMC) is a sino-foreign joint venture registered in the Tianjin Economics Development Area. The principal activities of TIMC include research and development, production and sale of environment protection equipment; engineering technical consultation; trading; manufacturing and sale of general equipment.

46 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

9 Trade receivables and trade receivables due after one year

Details of the trade receivables are as follows:

Due from TSC for:
– Water processing services
– Construction of plants
Toll road fee
Due from others - current
Less: Non-current portion
Unaudited
Audited
30 June
31 December
2011
2010
882,176
691,168
68,794
241,792
950,970
932,960
62,790
38,200
144,655
94,583
1,158,415
1,065,743
(68,794)
(68,794)
1,089,621
996,949
Unaudited
Audited
30 June
31 December
2011
2010
882,176
691,168
68,794
241,792
950,970
932,960
62,790
38,200
144,655
94,583
1,158,415
1,065,743
(68,794)
(68,794)
1,089,621
996,949
932,960
38,200
94,583
1,065,743
(68,794)
996,949

(a) Aging of trade receivables prior to the reclassification is as follows:

Within one year
One to two years
Over two years
10
Long-term receivables
Receivables from toll road concession
Unaudited
30 June

2011
921,426
168,195
68,794
1,158,415
Unaudited
30 June

2011
337,371
Audited
31 December
2010
785,601
38,350
241,792
1,065,743
Audited
31 December
2010
336,286

Receivables from toll road concession represent amortised cost using effective interest method, calculated with reference to future revenues from the toll road asset of the Company.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

47

11 Share capital

The Company’s authorised, issued and fully paid up capital for the period is tabled below. All of the Company’s shares are ordinary shares with par value of one Renminbi.

At 31 December 2010 – Audited
At 30 June 2011 – Unaudited
“A”
Circulating
shares
1,087,228
1,087,228
“H”
Circulating
shares
340,000
340,000
Total
1,427,228
1,427,228

“A” shares represent shares listed on the Shanghai Securities Exchange and “H” shares represent shares listed on the Main Board of The Stock Exchange of Hong Kong. All the “A” and “H” shares rank pari passu in all respects.

12 Borrowings

Note
Non-current:
Long-term bank borrowings
(a),(b)
Less: Current portion
(a),(b)
Long-term payables
(d)
Other non-current liabilities
Current:
Current portion of long-term bank borrowings
(a),(b)
Current portion of long-term payables
(d)
Short-term bank borrowings
(b)
Short-term debentures
(c)
Other current liabilities
Unaudited
30 June

2011
2,528,980
(782,470)
1,746,510
389,383
127,885
2,263,778
782,470
31,218
73,000
600,000
20,740
1,507,428
Audited
31 December
2010
2,639,030
(329,470)
2,309,560
399,604
129,374
2,838,538
329,470
30,710
73,000
600,000
21,216
1,054,396

48 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(a) Long-term bank borrowings

Movement of bank borrowings is analyzed as follows:

Unaudited

Six months ended 30 June 2010
Opening amount 1 January 2010
New borrowings
Repayments of borrowings
Closing amount as at 30 June 2010
Six months ended 30 June 2011
Opening amount as at 1 January 2011
New borrowings
Repayments of borrowings
Closing amount as at 30 June 2011
2,362,460
286,000
(42,250)
2,606,210
2,639,030
161,200
(271,250)
2,528,980

These borrowings mature as follows:

At 30 June 2011
Long-term bank borrowings
At 31 December 2010
Long-term bank borrowings
Less than
6 months
58,220
271,250
6-12
months
724,250
58,220
Between
1 and
2 years
537,720
841,720
Between
2 and
5 years
756,710
888,160
Over
5 years
452,080
579,680
Total
2,528,980
2,639,030

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

49

(b) Summary of terms of bank borrowings:

Long-term bank borrowings:
Secured
– Pledge
– Guarantee
Unsecured
Short-term bank borrowings:
Secured
– Guarantee
Unsecured
(c)
Short-term debenture
Par value
Issuance date
Short-term debenture
600,000
2010-7-8
Unaudited
30 June

2011
198,000
1,188,580
1,142,400
2,528,980
18,000
55,000
73,000
Maturity
1 year
Audited
31 December
2010
212,000
1,302,930
1,124,100
2,639,030
18,000
55,000
73,000
Balance
600,000

(i) On 8 July 2010, the Company issued a short-term debenture of Rmb600 million at par with maturity period of one year. The debenture bears interest rate at 3.48% per annum. Both the principal and interest will be repaid upon maturity of the debenture.

50 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(d) Long-term payable and current portion of long-term payable

Group Group
Unaudited Audited
30 June 2011 31 December 2010
Unrecognized Unrecognized
financial financial
Payable charges Payable charges
Payable to TSC for assets acquisition 818,236 (397,635) 834,230 (403,916)
  • (i) Summary of terms of long-term payable above:
Effective
Original interest Ending Due within
Duration balance rate balance 1 year
TSC 30 years to 430,314 5.94% 389,383 31,218
2041-3-20

Balance of the long-term payable to TSC is the consideration payable in respect of the acquisition of sewage processing assets from TSC, net of unrecognized financing charges.

Pursuant to “Assets transfer agreement from foreign banks loans about Haihe River Tianjin sewage processing project and Beicang sewage processing project” (the “Transfer Agreement”), TSC sold to the Company certain sewage processing assets at a consideration of 691 million. The Company has paid the first instalment of Rmb261 million in cash and the remaining balance will be settled in Renminbi translating at exchange rates prevailing on each repayment date over the next 30 years. The fair value of the initial recognition of the payable balance is based on discounting future cash payments using an effective interest rate of 5.94%.

  • (ii) The payable amounts of long-term payable (including interest) are denominated in the following currencies.
JPY
US dollar
Group
Unaudited
Audited
30 June
31 December
2011
2010
644,357
656,952
173,879
177,278
818,236
834,230
Group
Unaudited
Audited
30 June
31 December
2011
2010
644,357
656,952
173,879
177,278
818,236
834,230
834,230

The balance denominated in US dollar bears an interest rate at 6 month LIBOR p l u s 0.6%, whilst the balance denominated in JPY bears fixed interest rates at 1% and 1.55% per annum respectively.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

51

13 Trade payables

As at 30 June 2011, the majority of trade payables are aged within one year. The carrying value of trade payables approximates their fair value due to their short-term maturities.

14 Operating profit

Operating profit is stated after (crediting)/ charging the following:

Crediting:
Rental
Charging:
Depreciation and amortisation expenses
Staff costs
Raw materials and consumables used
Repair and maintenance expenses
Loss of disposal of property, plant and equipment
Unaudited
For the six months ended
30 June
30 June
2011
2010
(5,217)
(4,608)
128,826
109,484
72,637
56,588
19,773
17,041
21,192
19,032
13,468
13,117

15 Finance costs-net

Interest expenses of borrowings
Less: Capitalised interest
Less: Interest income
– long-term receivables
– bank deposits
Others
Unaudited
For the six months ended
30 June
30 June
2011
2010
96,528
78,544
(9,313)
(6,566)
87,215
71,978
(11,384)
(8,598)
(5,717)
(5,633)
(5,667)
(2,965)
498
64
76,329
63,444
Unaudited
For the six months ended
30 June
30 June
2011
2010
96,528
78,544
(9,313)
(6,566)
87,215
71,978
(11,384)
(8,598)
(5,717)
(5,633)
(5,667)
(2,965)
498
64
76,329
63,444
(5,633)
(2,965)
64
63,444

52 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

16 Income tax expense

No Hong Kong profits tax has been provided as the Group has no assessable profit in Hong Kong as at 30 June 2011 (2010: Nil). PRC income tax is calculated at the statutory rate of 25% (2010: 25%).

Tax charge comprises:

Current income tax
Deferred income tax
Unaudited
For the six months ended
30 June
30 June
2011
2010
41,867
42,692
4,120
4,468
45,987
47,160
Unaudited
For the six months ended
30 June
30 June
2011
2010
41,867
42,692
4,120
4,468
45,987
47,160
47,160

17 Interim dividends

No interim dividend was proposed by the Board of Directors of the Company for the six months ended 30 June 2011 (2010: Nil).

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

53

18 Commitments and contingent liabilities

  • (i) The Group’s commitments at the balance sheet date in respect of construction projects are as follows:
Contracted but not
provided for
Unaudited
Audited
30 June
31 December
2011
2010
Rmb’ million
Rmb’ million
Sewage water processing plants in:
– Bao Ying
30

– Jin Ning
8

– Ji Zhuang Zi
(upgrade project)
41
59
– Xian Yang Lu
(upgrade project)
21
29
– Bei Cang
(upgrade project)
21
26
– Dong Jiao
(upgrade project)
31
52
Water recycling plants in:
– Ji Zhuang Zi
(expansion project)


Other Project
– Jia Yuan Xing Chuang
102

254
166
Authorised but not
contracted for
Unaudited
Audited
30 June
31 December
2011
2010
Rmb’ million
Rmb’ million


17



1
2
1
1
68
69

35
287

374
107
Authorised but not
contracted for
Unaudited
Audited
30 June
31 December
2011
2010
Rmb’ million
Rmb’ million


17



1
2
1
1
68
69

35
287

374
107
107

(ii) The group does not have any significant contingent liabilities as at the financial statement date.

54 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

19 Related party transactions

In addition to the related party information shown elsewhere in the financial statements, the following is a summary of significant related party transactions entered into in the ordinary course of the business between the Group and its related parties during the period.

(i) Income:
Unaudited
Related parties Nature of transaction For the six months ended
30 June 30 June
2011 2010
TICIG Rental income 1,912 3,230
Tianjin Zi Ya Recycled Construction revenue
economy industry from sewage water
Investment development processing plant
Ltd. 26,069
Tianjin City Infrastructure Rental income
Construction Project
Management & Consultant
Co., Ltd. 364
Tianjin City Resource Rental income
Operation Co., Ltd. 344
Tianjin Zi Ya Recycled Income from
economy industry serving as
Investment development construction agency
Ltd. 970 2,380
  • (ii) Key management compensation for the six months ended 30 June 2011 is summarized as follows:
Salaries and other short-term employee benefits
Other long-term benefits
Unaudited
For the six months ended
30 June
30 June
2011
2010
3,419
3,893
425
307
3,844
4,200
Unaudited
For the six months ended
30 June
30 June
2011
2010
3,419
3,893
425
307
3,844
4,200
4,200

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

55

  • (iii) Transactions/ balances with other state owned enterprises in the PRC

The Group operates in an economic environment currently predominated by enterprises directly or indirectly owned or controlled by the PRC government (hereinafter collectively referred to as “state-controlled entities”).

During the period, the Group’s significant transactions with these state controlled entities include processing of sewage water and construction and management of related facility and processing of tap water. As at period end, majority of the Group’s cash and bank balances and borrowings are with state controlled banks and listed banks.

56 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(II) Prepared in accordance with PRC Accounting Standards

Balance Sheet

As at 30 June 2011

(All amounts in RMB thousand unless otherwise stated)

ASSETS
Notes 6
CURRENT ASSETS
Cash and bank balances
(1)
Trade receivables
(2)
Prepayments
(3)
Other receivables
(4)
Inventories
(5)
Other current assets
Total current assets
NON-CURRENT ASSETS
Long-term receivables
(6)
Long-term equity investments
(7)
Investment properties
(8)
Fixed assets
(9)
Construction in progress
(9)
Intangible assets
(10)
Other non-current assets
Total non-current assets
TOTAL ASSETS
Group
Unaudited
Audited
30 June
31 December
2011
2010
511,039
540,330
1,089,621
996,949
102,109
103,759
58,368
53,540
58,686
32,476


1,819,823
1,727,054
406,165
405,080
45,094
45,583
117,791
119,628
2,449,531
2,526,459
772,824
703,651
2,897,806
2,890,650
7,176
7,458
6,696,387
6,698,509
8,516,210
8,425,563
Company
Unaudited
Audited
30 June
31 December
2011
2010
143,951
161,861
956,845
913,618
13,034
55,106
146,406
145,280
3,966
3,977
100,000
50,000
1,364,202
1,329,842
406,165
405,080
1,207,037
1,155,881
93,243
94,827
2,210,871
2,279,506
706,361
649,964
440,872
446,079
33,288
26,290
5,097,837
5,057,627
6,462,039
6,387,469
Company
Unaudited
Audited
30 June
31 December
2011
2010
143,951
161,861
956,845
913,618
13,034
55,106
146,406
145,280
3,966
3,977
100,000
50,000
1,364,202
1,329,842
406,165
405,080
1,207,037
1,155,881
93,243
94,827
2,210,871
2,279,506
706,361
649,964
440,872
446,079
33,288
26,290
5,097,837
5,057,627
6,462,039
6,387,469
1,329,842
405,080
1,155,881
94,827
2,279,506
649,964
446,079
26,290
5,057,627
6,387,469

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

57

Liabilities and
Shareholders’ equity
Notes 6
CURRENT LIABILITIES
Short-term borrowings
(12)
Short-term debenture
(12)
Trade payables
(11)
Advances
(11)
Wages payable
Taxes payable
(11)
Dividend payable
(16)(c)
Other payables
(11)
Long-term borrowings
due within one year
(12)
Other current liabilities
(12)
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings
(12)
Deferred revenue
(13)
Deferred income tax liabilities
(14)
Long-term payables
(12)
Other non-current liabilities
(12)
Total non-current liabilities
TOTAL LIABILITIES
SHAREHOLDERS’ EQUITY
Share capital
(15)
Capital surplus
(16)(a)
General reserves
(16)(b)
Undistributed profits
Equity attributable to
owners of the parent
Minority Interests
(17)
Total shareholders’ equity
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
Group
Unaudited
Audited
30 June
31 December
2011
2010
73,000
73,000
600,000
600,000
24,685
22,729
350,719
310,478
5,339
7,374
14,209
16,431
157,982
1,056
302,469
274,991
813,688
360,180
20,740
21,216
2,362,831
1,687,455
1,746,510
2,309,560
288,169
284,974
42,547
38,427
389,383
399,604
127,885
129,374
2,594,494
3,161,939
4,957,325
4,849,394
1,427,228
1,427,228
383,338
383,338
302,005
302,005
1,318,681
1,338,002
3,431,252
3,450,573
127,633
125,596
3,558,885
3,576,169
8,516,210
8,425,563
Company
Unaudited
Audited
30 June
31 December
2011
2010
55,000
55,000
600,000
600,000
8,392
9,730
3,212
63,386
3,553
4,766
9,066
9,162
157,982
1,056
336,660
235,198
611,218
240,710
16,364
16,364
1,801,447
1,235,372
612,400
1,064,100
207,140
203,288
18,718
17,467
389,383
399,604
98,181
98,181
1,325,822
1,782,640
3,127,269
3,018,012
1,427,228
1,427,228
380,788
380,788
302,005
302,005
1,224,749
1,259,436
3,334,770
3,369,457


3,334,770
3,369,457
6,462,039
6,387,469
Company
Unaudited
Audited
30 June
31 December
2011
2010
55,000
55,000
600,000
600,000
8,392
9,730
3,212
63,386
3,553
4,766
9,066
9,162
157,982
1,056
336,660
235,198
611,218
240,710
16,364
16,364
1,801,447
1,235,372
612,400
1,064,100
207,140
203,288
18,718
17,467
389,383
399,604
98,181
98,181
1,325,822
1,782,640
3,127,269
3,018,012
1,427,228
1,427,228
380,788
380,788
302,005
302,005
1,224,749
1,259,436
3,334,770
3,369,457


3,334,770
3,369,457
6,462,039
6,387,469
1,235,372
1,064,100
203,288
17,467
399,604
98,181
1,782,640
3,018,012
1,427,228
380,788
302,005
1,259,436
3,369,457
3,369,457
6,387,469

The accompanying notes form an integral part of these financial statements.

Zhang Wenhui Shi Zhenjuan Shi Zhenjuan Company Representative Person in charge of Person in charge of accounting function accounting department

58 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Income Statement

For the six months ended 30 June 2011

(All amounts in RMB thousand unless otherwise stated)

Notes 6
Income from operations
(18)
Less: Cost for operations
(18)
Business tax and surcharges
(19)
Administrative expenses
Financial expenses - net
(20)
Add: Investment income
Including: Share of profit
of an associate
(7)
Operation profit
Add: Non-operating income
Less: Non-operating expenses
(21)
Including: Loss on disposal
of non-current assets
Total profit
Less: Income tax
(22)
Net profit
Attributable to owners of the parent
Minority interests
Earnings per share
(in Rmb Yuan)
(23)
– Basic
– Diluted
Other comprehensive income
Total comprehensive income
Attributable to owners of the parent
Minority interests
Group
Unaudited
Six months ended 30 June
2011
2010
750,479
675,524
(425,281)
(357,229)
(3,608)
(20,010)
(50,172)
(46,396)
(76,329)
(63,444)
(289)
83
(489)
83
194,800
188,528
4,422
2,120
(13,524)
(13,214)
(13,468)
(13,117)
185,698
177,434
(45,987)
(47,160)
139,711
130,274
137,674
129,701
2,037
573
Group
Unaudited
Six months ended 30 June
2011
2010
750,479
675,524
(425,281)
(357,229)
(3,608)
(20,010)
(50,172)
(46,396)
(76,329)
(63,444)
(289)
83
(489)
83
194,800
188,528
4,422
2,120
(13,524)
(13,214)
(13,468)
(13,117)
185,698
177,434
(45,987)
(47,160)
139,711
130,274
137,674
129,701
2,037
573
Company
Unaudited
Six months ended 30 June
2011
2010
466,452
458,475
(223,528)
(204,505)
(2,155)
(19,292)
(31,968)
(27,358)
(36,077)
(24,182)
2,089
1,992


174,813
185,130
446
1,613
(12,877)
(13,111)
(12,877)
(13,082)
162,382
173,632
(40,074)
(42,910)
122,308
130,722
122,308
130,722




122,308
130,722
122,3081
130,722

0.10
0.10

139,711
137,674
2,037
0.09
0.09

130,274
129,701
573

122,308
122,3081

The accompanying notes form an integral part of these financial statements.

Zhang Wenhui Shi Zhenjuan Shi Zhenjuan Company Representative Person in charge of Person in charge of accounting function accounting department

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

59

Cash Flow Statement

For the six months ended 30 June 2011

(All amounts in RMB thousand unless otherwise stated)

Group
Unaudited
Six months ended 30 June
2011
2010
1. Cash flows from operating activities
Cash received from sales of goods and
rendering of services
668,853
361,349
Cash received relating to other operating
activities
99,720
87,342
Sub-total of cash inflows
768,573
448,691
Cash paid for goods and services
(208,189)
(174,668)
Cash paid to and on behalf of employees
(76,396)
(61,890)
Payments of taxes and levies
(56,013)
(55,008)
Cash payments relating to other
operating activities
(72,278)
(100,402)
Sub-total of cash outflows
(412,876)
(391,968)
Net cash flows from operating activities
355,697
56,723
2. Cash flows from investing activities
Cash received from returns on investments
200

Net cash received from disposal
of fixed assets
658
1,215
Sub-total of cash inflows
858
1,215
Cash paid to acquire fixed assets,
intangible assets and other long-term assets
(208,088)
(286,409)
Cash paid to acquire equity investments
(2,436)

Sub-total of cash outflows
(210,524)
(286,409)
Net cash flows from investing activities
(209,666)
(285,194)
Company
Unaudited
Six months ended 30 June
2011
2010
362,883
167,969
160,613
89,677
523,496
257,646
(85,399)
(89,764)
(44,034)
(36,009)
(45,879)
(45,652)
(116,316)
(91,226)
(291,628)
(262,651)
231,868
(5,005)
200
7,505
148
1,158
348
8,663
(84,722)
(186,329)
(51,156)
(5,000)
(135,878)
(191,329)
(135,530)
(182,666)

60 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Group
Unaudited
Six months ended 30 June
2011
2010
3. Cash flows from financing activities
Cash received from borrowings
161,200
286,000
Cash received from investment
7,280

Sub-total of cash inflows
168,480
286,000
Repayments of amounts borrowed
(272,613)
(43,614)
Payments for distribution of dividends
or profits or payments for interest expenses
(71,189)
(73,426)
Sub-total of cash outflows
(343,802)
(117,040)
Net cash flows from financing activities
(175,322)
168,960
4. Effect of foreign exchange rate
changes on cash


5. Net increase/(decrease) in cash
(29,291)
(59,511)
Add: Cash and bank balances
at beginning of year
539,430
592,261
6. Cash and bank balances at end of year
510,139
532,750
Company
Unaudited
Six months ended 30 June
2011
2010
118,300
242,000


118,300
242,000
(200,000)

(32,548)
(28,554)
(232,548)
(28,554)
(114,248)
213,446


(17,910)
25,775
161,861
224,354
143,951
250,129

The accompanying notes form an integral part of these financial statements.

Zhang Wenhui Shi Zhenjuan Shi Zhenjuan Company Representative Person in charge of Person in charge of accounting function accounting department

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

61

Consolidated statement of changes in equity

For the six months ended 30 June 2011

(All amounts in RMB thousand unless otherwise stated)

Attributable to owners of the parent
Share
Capital
General
Undistributed
capital
surplus
reserve
profits
Balance at 1 January 2010
1,427,228
383,338
276,124
1,206,901
Changes in 2010
Net profit



271,160
Profit appropriation
– Appropriation to statutory
common reserve


25,881
(25,881)
– Dividend appropriation
to shareholders



(114,178)
Balance at 31 December 2010
1,427,228
383,338
302,005
1,338,002
Changes for six mounths
ended 30 June 2011
Net profit



137,674
Profit appropriation
- Dividend appropriation
to shareholders



(156,995)
Balance at 30 June 2011
1,427,228
383,338
302,005
1,318,681
Total
Minority
shareholders’
interests
equity
121,920
3,415,511
3,996
275,156


(320)
(114,498)
125,596
3,576,169
2,037
139,711

(156,995)
127,633
3,558,885

The accompanying notes form an integral part of these financial statements.

Zhang Wenhui Shi Zhenjuan Shi Zhenjuan Company Representative Person in charge of Person in charge of accounting function accounting department

62 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Company statement of changes in equity

For the six months ended 30 June 2011

(All amounts in RMB thousand unless otherwise stated)

Share
capital
Balance at 1 January 2010
1,427,228
Changes in 2010
Net profit

Profit appropriation
- Appropriation to
statutory common
reserve

- Dividend appropriation
to shareholders

Balance at 31 December
2010
1,427,228
Changes for six mounths
ended 30 June 2011
Net profit

Profit appropriation
-Dividend appropriation
to shareholders

Balance at 30 June 2011
1,427,228
Capital
surplus
380,788



380,788


380,788
Total
General
Undistributed
shareholders’
reserve
profits
equity
276,124
1,140,686
3,224,826

258,809
258,809
25,881
(25,881)


(114,178)
(114,178)
302,005
1,259,436
3,369,457

122,308
122,308

(156,995)
(156,995)
302,005
1,224,749
3,334,770

The accompanying notes form an integral part of these financial statements.

Zhang Wenhui

Company Representative

Shi Zhenjuan

Person in charge of accounting function

Shi Zhenjuan

Person in charge of accounting department

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63

Notes to the Financial Statements

For the six months ended 30 June 2011

(All amounts in Rmb thousand unless otherwise stated)

1 COMPANY PROFILE AND PRINCIPAL ACTIVITIES

Tianjin Capital Environmental Protection Group Company Limited (the “Company”) was established on 8 June 1993 in Tianjin City of the People’s Republic of China (the “PRC”) as a joint stock limited liability company. The holding company and ultimate holding company of the Company is Tianjin Municipal Investment Company Limited (“TMICL”) and Tianjin City Infrastructure Construction and Investment Group Company Limited (“TICIG”) respectively.

The principal activities of the Company and its subsidiaries (the “Group”) include processing of sewage water, construction and management of related facility, supply of tap water and recycled water as described below:

(a) Processing of sewage water

Pursuant to relevant agreements (“Sewage Water Processing Agreements”), the Group currently provides sewage processing services via the following plants:

Plant Location Agreement date Customer
Dong Jiao, Tianjin 10 October 2000 Tianjin Sewage Company(“TSC”)
Ji Zhuang Zi, Tianjin 10 October 2000 TSC
Xian Yang Lu, Tianjin 10 October 2000 TSC
Bei Cang, Tianjin 10 October 2000 TSC
Gui Yang, Guizhou 16 September 2004 Guiyang City Administration Bureau
Bao Ying, Jiangsu 13 June 2005 Baoying Construction Bureau
Chi Bi, Hubei 15 July 2005 Chibi Construction Bureau
Fu Yang, Anhui 18 December 2005 Anhui Fuyang Construction Committee
Qu Jing, Yunnan 25 December 2005 Qujing City Water General Company
Hong Hu, Hubei 29 December 2005 Honghu Construction Bureau
Hang Zhou, Zhejiang 20 November 2006 Hangzhou Sewage Company
Jing Hai, Tianjin 12 September 2007 Tianyu Science Technology Park
Wen Deng, Shandong 19 December 2007 Wendeng Construction Bureau
Xi An, Shanxi 18 March 2008 Xi’an Infrastructure Investment Group
An Guo, Hebei 14 October 2008 An Guo Municipal Government
Xian Ning, Hubei 16 October 2008 Xianning Construction Committee
Ying Dong, Anhui 10 August 2009 Fuyang Yingdong Construction Bureau

Except for four Tianjin plants including Dong Jiao, Ji Zhuang Zi, Xian Yang Lu and Bei Cang, all other plants above are governed by service concession arrangements which fall into the scope of Accounting Standards interpretation No.2 (CAS Int-No.2) (note 4(14)(b)).

The principal terms and the pricing formula as set out in the relevant agreements are briefly summarised below:

64 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Dong Jiao:

The Group will have full recovery of actual operating costs, including depreciation of fixed assets, excluding interest expenses and foreign exchange gains or losses and at minimum:

  • (i) earn a return of 15% per annum of the average balances of the monthly net book value of fixed assets (as defined in the agreement) of the plants;

  • (ii) incentive pricing adjustments will be made for cost saving and/or when actual processing volume exceeds the minimum processing volume stipulated in the agreement.

Ji Zhuang Zi, Xian Yang Lu and Bei Cang:

Based on the supplementary agreement reached with TSC on 10 March 2006, the Company is entitled to a pre-determined sewage processing fee from the completion date of construction to the completion date of inspection of the Ji Zhuang Zi, Xian Yang Lu and Bei Cang plants. After the inspection of these three plants is completed, processing fee will be collected from TSC using the same principle as for Dong Jiao plant as described above.

All other sewage processing plants:

Initial sewage water processing prices are predetermined, thereafter processing prices may be revised after considering various factors including renovation of equipment, additional investment, power and energy and labour force, and other significant changes of government policy.

All sewage processing plants except for the one in Guiyang, are guaranteed a minimum processing volume by their respective customers. If the actual volume is lower than the guaranteed volume, processing fee will be settled using the guaranteed volume.

Pursuant to the relevant agreement, Guiyang Price Bureau adjusts the sewage water processing price periodically, which will allow full recovery of all actual costs, including operating cost, depreciation, income tax and a return of 8% on budgeted net assets of the plant.

(b) Construction and management of sewage water facility

The Group provides design, construction and operations of sewage processing facility and financing, construction and transfer of sewage processing facility project services.

(c) Supply of tap water

Pursuant to relevant agreements, the Group provides tap water supply service initially at predetermined pricing and the prices as pre-determined may be revised after considering various cost factors based on contract terms.

(d) Recycled water and pipeline connection

The Group’s recycled water business includes developing, constructing and operating of recycled water projects, production and sale of recycled water and research, development and technical consultation of processing technology and equipment of recycled water.

These consolidated financial statements were approved by the Directors of the Company on 24 Augest 2011.

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2 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Group adopted the Basic Standard and 38 specific standards of the Accounting Standards for Business Enterprises issued by the Ministry of Finance on 15 February 2006, the Application Guidance for Accounting Standard for Business Enterprises, Interpretation of Accounting Standards for Business Enterprises and other relevant regulations issued thereafter (hereafter referred to as “the Accounting Standard for Business Enterprises” or “CAS”) and No. 15 General Requirements of Financial Reporting of Information Disclosure Preparation Regulation of Company with Public Issuance Securities (Revised in 2010) stipulated by China Securities Regulatory Commission.

As at 30 June 2011, the Group and the Company’s current liabilities exceeded its current assets by to approximately RMB543 million and RMB437 million respectively. Despite the forgoing, these interim financial information has been prepared on a going concern basis, because the directors of the Company believe that the undrawn banking facilities are sufficient to enable the Group and the Company to meet their respective liabilities as and when they fall due.

3 STATEMENT OF COMPLIANCE WITH CAS

The financial statements of the Company for the six months ended 30 June 2011 truly and completely present the financial position as of 30 June 2011 and the operating results, cash flows and other information for the six months ended 30 June 2011 of the Group and the Company in compliance with the Accounting Standards for Business Enterprises.

4 SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

(1) Accounting period

The accounting year starts on 1 January and ends on 31 December. These financial statements are prepared for the six-month period from 1 January to 30 June.

(2) Recording currency

The recording currency is Renminbi (“Rmb”).

(3) Preparation of consolidated financial statements

The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries.

Subsidiaries are fully consolidated from the date on which the Group obtains control and are deconsolidated from the date that such control ceases.

The financial statements of subsidiaries are adjusted in accordance with the accounting policies and accounting period of the Company during the preparation of the consolidated financial statements, where the accounting policies and the accounting periods are inconsistent between the Company and subsidiaries.

66 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

All significant inter-group balances, transactions and unrealised profits are eliminated in the consolidated financial statements. The portion of a subsidiary’s equity and the portion of a subsidiary’s net profits and losses for the period not held by the Company are recognized as minority interests and presented separately in the consolidated balance sheet within equity and net profits respectively.

(4) Cash and cash equivalents

Cash and cash equivalents comprises cash in hand, deposits held at call with bank and shortterm and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(5) Foreign currency translation

Foreign currency transactions are translated into Rmb using the exchange rates prevailing at the dates of the transactions.

At the balance sheet date, monetary items denominated in foreign currency are translated into Rmb using the spot exchange rate on the balance sheet date. Exchange differences arising from these translations are recognised in profit or loss for the current period, except for those attributable to foreign currency borrowings that have been taken out specifically for the acquisition, construction or production of qualifying assets, which are capitalised as part of the cost of those assets. Non-monetary items denominated in foreign currency that are measured in terms of historical cost are translated at the balance sheet date using the spot exchange rate at the date of the transaction. The effect of exchange rate changes on cash is presented separately in the cash flow statement.

(6) Financial instruments

  • (a) Financial assets

The Group’s financial assets represent receivables (Note 4(7)), which are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

  • (i) Recognition and measurement

Financial assets are recognised at fair value on the balance sheet when the Group becomes a party to the contractual provisions of the financial instrument. The related transaction cost of other financial assets is included in the initial recognition amounts.

Receivables are carried at amortised cost using the effective interest method.

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(ii) Impairment of financial assets

The Group assesses the carrying amount of a financial asset at each balance sheet date. If there is objective evidence that the financial asset is impaired, the Group shall determine the amount of any impairment loss.

If an impairment loss on a financial asset carried at amortised cost has been incurred, the amount of loss is measured at the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). If there is objective evidence that the value of the financial asset recovered and the recovery is related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed and the amount of reversal is recognised in profit or loss.

(iii) Derecognition of financial assets

A financial asset is derecognised where: (1) the contractual rights to receive cash flows from the asset have suspended; (2) the Group has transferred substantially all the risks and rewards associated with ownership of the asset to the transferee; (3) the Group has neither transferred nor retained substantially all the risks and rewards associated with ownership of the asset, but has waived control of the asset.

When a financial asset is derecognized, the differences between its carrying value and proceeds received and the cumulative amount of changes in fair value previously recorded in equity are recognized in profit and loss.

(b) Financial liabilities

The financial liabilities are classified initially as financial liabilities at fair value through profit and loss and other financial liabilities. The Group’s financial liabilities mainly represent other financial liabilities, including payables, borrowings and short-term debentures.

Payables include trade and other payables, which are initially recognized at fair value and subsequently measured at amortised cost using effective interest method. Payables due within one year (including one year) are included in current liabilities, the remaining portion are included in non-current liabilities.

Borrowings and debentures are initially recognized at its fair value net of transaction costs, and subsequently measured at amortised cost using effective interest method. Borrowings and debentures with maturity within one year (including one year) are included in short-term borrowings and short-term debentures. Borrowings with maturity over one year but due within one year (including one year) at balance sheet date are included in current portion of non-current liabilities, the remaining portion are included in long-term borrowings.

When the current obligation under a financial liability is completely or partially cancelled, the whole or relevant portion of the liability is derecognized. The differences between carrying value of derecognized portion and consideration paid are recognized in profit and loss.

68 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(7) Receivables

Receivables comprise accounts receivable and other receivables. Accounts receivable arising from sale of goods or rendering of services are initially recognised at fair value of the contractual payments from the buyer.

Receivables that are individually significant are subject to separate impairment assessment. If there is objective evidence that the Group will not be able to collect the full amounts according to the original terms, a provision for impairment of the receivable is made.

Receivables that are not individually significant together with those receivables that have been individually evaluated for impairment and found not to be impaired are grouped on the basis of similar credit risk characteristics. The impairment losses are determined, considering the current conditions, on the basis of historical loss experience for the groups of receivables with the same or the similar credit risk characteristics of prior years.

(8) Inventories

Inventories include raw materials, finished goods, low cost consumables and construction in progress, and are stated at the lower of cost and net realisable value.

Except for construction in progress, cost for raw materials, finished goods and low cost consumables is determined using the weighted average method. The cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

The amount of construction contract costs incurred, plus profits and less losses recognized and progress billings is determined on an individual contract basis. Where positive, this amount is recognized in assets as construction in progress. Where negative, it is recognized in liabilities.

(9) Long-term equity investments

Long-term equity investments comprise the Company’s long-term equity investments in its subsidiaries, the Group’s long-term equity investments in its joint ventures and associates as well as other long-term equity investments where the Group does not have control, joint control or significant influence over the investees, and which are not quoted in an active market and whose fair value cannot be reliably measured.

Subsidiaries are all investees over which the Company is able to control. Joint ventures are all investees over which the Group is able to control jointly with other parties. Associates are all investees that the Group has significant influence on their financial and operating policies.

Investments in subsidiaries are measured using the cost method in the Company’s financial statements, and adjusted using the equity method when preparing the consolidated financial statements. Investments in joint ventures and associates are accounted for using the equity method. Other long-term equity investments where the Group does not have control, joint control or significant influence over the investees, and which are not quoted in an active market and whose fair value cannot be reliably measured are accounted for using cost method.

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  • (a) Recognition of investment cost

Long-term equity investments accounted for using the cost method are measured at the initial investment cost. Long-term equity investment accounted for using the equity method, where the initial investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the investment is initially measured at cost. Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable net assets at the time of acquisition, the difference is included in profit or loss for the current period and the cost of the long-term equity investment is adjusted accordingly.

  • (b) Subsequent measurement and recognition method of income/loss

Long-term equity investments accounted for using the cost method, investment income is recognised in profit or loss for the cash dividends or profit declared by the investee.

Long-term equity investment accounted for using the equity method, the Group recognised the investment income based on its share of net profit or loss of the investee. The Group discontinues recognising its share of net losses of an investee after the carrying amount of the long-term equity investment together with any long-term interests that, in substance, form part of the investor’s net investment in the investee are reduced to zero. However, if the Group has obligations for additional losses and the conditions on recognition of provision are satisfied in accordance with the accounting standards on contingencies, the Group continues to recognise the investment losses and the provision. For changes in owner’s equity of the investee other than those arising from its net profit or loss, the Group record directly in capital surplus its proportion, provided that the Group’s proportion of shareholding in the investee remains unchanged. The carrying amount of the investment is reduced by the Group’s share of the profit or cash dividends declared by an investee. The unrealised profits or losses arising from the intra-group transactions between the Group and its investees are eliminated to the extent of the Group’s interest in the investees, on the basis of which the investment gain or losses are recognised. The loss on the intra-group transaction between the Group and its investees, of which the nature is asset impairment, is recognised in full amount, and the relevant unrealised gain or loss is not allowed to be eliminated.

  • (c) Determination of control, joint control and significant influence over investees

Control is the power to govern the financial and operating policies so as to obtain benefits from their operating activities. The existence and effect of potential voting rights (including that derived from the convertible bonds and warrants that are currently convertible or exercisable) is considered to determine whether the Group has control over the investee.

Joint control is contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing the control.

Significant influence is the power to participate the financial and operating policy decisions of the investee but is not control or joint control over those policies.

70 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

  • (d) Impairment of long-term equity investments

The carrying value of investments in subsidiaries, joint ventures and associates are written down to its recoverable amount when its recoverable amount is lower than the carrying value(Note 4(15)). When other equity investments which are not quoted in active market and whose fair value can not be reliably measured are impaired, the differences between its carrying value and its discounted present value of future cash flows using return rate of similar financial assets under current market. Once the impairment loss is recognised, it is not allowed to be reversed for the value recovered in the subsequent periods.

(10) Investment properties

Investment properties are buildings that held for the purpose of lease, is measured initially at cost. Subsequent expenditures incurred for an investment property is included in the cost of the investment property when it is probable that economic benefits associated with the investment property will flow to the Group and its cost can be reliably measured, otherwise the expenditure is recognised in profit and loss in the period in which they are incurred.

The Group adopts the cost model for subsequent measurement of the investment property. They are depreciated or amortised to their estimated net residual values over their estimated useful lives. The estimated useful lives, the estimated net residual values expressed as a percentage of cost and the annual depreciation (amortisation) rates of the investment properties are as follows:

Annual
Estimated depreciation
Estimated residual (amortisation)
useful lives value rate rate
Buildings 40-50 years 5% 1.9%-2.4%

When an investment property is changed to an owner-occupied property, it is transferred to fixed asset at the date of the change. When an owner-occupied property is changed to be held to earn rentals or for capital appreciation, the fixed asset is transferred to investment property at the date of the change at the carrying amount of the property.

The estimated useful life, net residual value of the investment property and the depreciation (amortisation) method applied are reviewed, and adjusted as appropriate at each financial yearend.

An investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. The amount of proceeds on sale, transfer, retirement or damage of an investment property less its carrying amount and related taxes and expenses is recognised in profit or loss for the current period.

When the recoverable amount of an investment property is lower than its carrying value, the carrying value shall be reduced to its recoverable amount (Note 4(15)).

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(11) Fixed assets

Fixed assets comprise buildings, machinery and equipment, motor vehicles and others.

A fixed asset is recognised when it is probable that the economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. Fixed assets purchased or constructed by the Group are initially measured at cost at the time of acquisition.

Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset when it is probable that the economic benefits associated with the fixed asset will flow to the Group and its cost can be reliably measured. The carrying amount of those parts that are replaced is derecognized and all the other subsequent expenditures are recognised in profit or loss in the period in which they are incurred

Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to their estimated residual values over their estimated useful lives. For the fixed assets being provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives.

The estimated useful lives, the estimated residual values expressed as a percentage of cost and the annual depreciation rates of fixed assets are as follows:

Estimated Annual
Estimated residual depreciation
useful lives value rate rate
Buildings and structures 10-50 years 0%-5% 1.9%-10%
Machinery and equipment 10-20 years 0%-5% 4.8%-10%
Motor vehicles and others 5-10 years 0%-5% 9.5%-20%

Pipelines network laid outside the plant are included in structures and are depreciated over their estimated useful lives of 25 years.

The estimated useful life, the estimated net residual value of a fixed asset and the depreciation method applied to the asset are reviewed, and adjusted as appropriate at least at each financial year-end.

A fixed asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The amount of proceeds on sale, transfer, retirement or damage of a fixed asset net of its carrying amount and related taxes and expenses is recognised in profit or loss for the current period.

When the recoverable amount of a fixed asset is lower than its carrying value, the carrying value shall be reduced to its recoverable amount (Note 6(9)).

72 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(12) Construction in progress

Construction in progress is measured at actual cost. Actual cost comprises construction costs, installation costs, other costs necessary to bring the fixed assets ready for their intended use and borrowing costs that are eligible for capitalization. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, and depreciation begins from the following month. When the recoverable amount of construction in progress is lower than its carrying value, the carrying value shall be reduced to its recoverable amount (Note 4(15)).

(13) Borrowing costs

The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time of acquisition and construction for its intended use commence to be capitalised and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalisation of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use, the borrowing costs incurred thereafter are recognised in profit or loss for the current period. Capitalisation of borrowing costs is suspended during periods in which the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed.

For those specific borrowings relating to the acquisition and construction of fixed assets which meet capitalization conditions, the capitalization amount of borrowing costs of specific borrowings is the net amount of specific borrowings interest expense incurred for the period after deducting interest income of unused bank deposits or investment income arising from temporary investments.

For those general borrowings occupied relating to the acquisition and construction of fixed assets which meet capitalization conditions, the capitalization amount of borrowing costs of specific borrowings is calculated according to the weighted average amount of cumulative asset expenditures exceeded asset expenditures associated with specific borrowings and weighted average effective interest rate of general borrowings occupied. The effective interest rate is the interest rate used for discounting the future cashflow of borrowings during its expected using periods or its applicable shorter periods to its initial recognized amount.

(14) Intangible assets

Intangible assets including land use rights and concession rights are measured at cost.

  • (a) Land use rights

Land use rights are amortised on the straight-line basis over their estimated useful lives of 25 to 50 years. If the purchase costs of land use rights and attached buildings cannot be reliably allocated between the land use rights and buildings, all the purchase costs are recognised as fixed assets.

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(b) Concession rights

As described in Note 1(a), the Group engages with government bodies and participates in the development, financing, operation and maintenance of infrastructure for concession services over a specified period of time (concession services period). The Group has access to operate the infrastructure to provide the concession services in accordance with the terms specified in the arrangement. The arrangement is governed by the relevant agreements that set out performance standards, mechanisms for adjusting prices. The concession services arrangement is within the scope of Accounting Standards interpretation No.2(CAS Int-No.2), and the Group recognise the related rights in the services concession arrangements as intangible assets or financial assets. The operator shall recognise an intangible asset to the extent that it receives a right (licence) to charge users of the public service and shall recognize a financial asset to the extent that it has an unconditional contractual right to receive a guaranteed minimum traffic volume from the grantor. Therefore intangible assets - concession rights are recognised for the rights under these service concession arrangements by the Group, which are amortized on a straight-line basis over the terms of operation ranging from 25 to 30 years.

  • (c) Periodical review of useful life and amortisation method

For an intangible asset with a finite useful life, review and adjustment on useful life and amortization method are performed at each year-end. When the recoverable amount of an intangible asset is lower than its carrying value, the carrying value shall be reduced to its recoverable amount (Note 4(15)).

(15) Impairment of long-term assets

Fixed assets, construction in progress, intangible assets with finite useful lives, investment properties measured using the cost model and long-term equity investments in subsidiaries and associates are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. A provision for asset impairment is determined and recognised on an individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of the group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows.

Once the asset impairment loss mentioned above is recognised, it is not allowed to be reversed for the value recovered in the subsequent periods.

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(16) Employee benefits

Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff welfare, social security contributions, housing funds, labour union funds, employee education funds and other expenditures incurred in exchange for service rendered by employees.

Terminated benefits are recognized as provision and expensed in the income statement, when and only when, the Group demonstrably commits itself to terminate employment or provide benefits as a result of voluntary redundancy by having detailed formal plan which is without realistic possibility of withdrawal.

Except for the benefits paid to terminated employees, employee benefits are recognised as a liability in the accounting period in which an employee has rendered service, and as costs of assets or expenses to whichever the employee service is attributable.

(17) Deferred tax assets and deferred tax liabilities

Deferred tax assets and deferred tax liabilities are calculated and recognised based on the differences arising between the tax base of assets and liabilities and their carrying amount (temporary differences). Deferred tax asset is recognized for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in accordance with the tax law. No deferred tax liability is recognised for a temporary difference arising from the initial recognition of goodwill. No deferred tax asset or deferred tax liability is recognized for the temporary differences resulting from the initial recognition of assets or liabilities due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss). At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled.

Deferred tax assets are only recognised for deductible temporary differences, deductible losses and tax credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilised.

Deferred tax liabilities are recognised for temporary differences arising from investments in subsidiaries and associates, except where the Group is able to control the timing of the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. When it is probable that the temporary differences arising from investments in subsidiaries and associates will be reversed in the foreseeable future and that the taxable profit will be available in the future against which the temporary differences can be utilized, the corresponding deferred tax assets are recognized.

Deferred tax assets and liabilities are offset when:

  • The deferred taxes are relate to the same tax payer within the group and same fiscal authority, and;

  • That tax payer has a legally enforceable right to offset current tax assets against current tax liabilities.

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(18) Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below.

  • (a) Sewage water processing

Revenue from sewage water processing is recognised when services are rendered.

(b) Construction contract

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the percentage of completion of the contract activity at the balance sheet date. The stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract. Variations in contract work, claims and incentive payments are included to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

  • (c) Sales of tap water and recycled water

Revenue from the sale of tap water and recycled water is recognised on the transfer of risks and rewards of ownership, which generally coincides with the time when the tap water and recycled water are delivered to customers.

  • (d) Operating lease revenue

Revenue from operating lease is recognized on a straight-line basis over the period of the lease.

  • (e) Interest income

Interest income is recognised using the effective interest method.

  • (f) Dividend income

Dividend income is recognised when the right to receive payment is established.

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(19) Dividend distribution

Proposed cash dividend is recognised as a liability in the period in which it is approved by the shareholders’ meeting.

(20) Government grants

Government grants represent monetary assets granted from government bodies for free, including financial subsidies.

Grants from the government are recognised where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants are measured at its received or receivable amount when they are in form of monetary assets.

Government grants relating to assets are recognized as deferred revenue and are allocated into income statement on straight-line basis over the useful lives of related assets.

Government grants relating to income, are recognized as deferred revenue when they are intended to compensate expenses or losses in subsequent periods, or credited to income statement when they are intended to compensate expenses or losses incurred.

(21) Segment information

The Group determines operating segments based on the internal organization structure, management requirement and internal reporting system, the reporting segments and disclosure information of segments are determined on the basis of operating segments.

Operating segments represent those components of the Group which meet conditions as follows: (1) the component can generate income and incur expenses from normal operating activities; (2) the operating results of the component can be evaluated by the management of the Group periodically, and a decision for allocation of resources and assessment of performance can be made; and (3)The Group can obtain the relevant accounting information of the financial position, operating results and cash flows of the component. Two or more operating segments can be combined into one operating segment, if they have similar economical characteristic and meet certain conditions.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

77

(22) Critical accounting estimate and judgments

The Group continually evaluates the critical accounting estimates and key judgments applied based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The critical accounting estimates and key assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:

  • (i) Impairment for receivables

The Group determines the impairment of trade and other receivables based on objective evidence of impairment and historical loss experience of the respective individual balances. Management believes that trade and other receivables as at 30 June 2011 are not impaired.

  • (ii) Income Tax

The Group is subject to income taxes in numerous regions. There are many transactions and events for which the ultimate tax determination is uncertain during the ordinary course of business. Significant judgment is required from the Group in determining the provision for income taxes in each of these jurisdictions. The Group recognises income taxes in each regions based on estimates. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

5 TAXATION

The applicable taxes and tax rates of the Group are mainly presented as follows:

Tax by category Basis of Tax Tax rate
Enterprise income tax Taxable income 12.5% - 25%
Value Added Tax (VAT) Taxable value added amount (Tax payable is
calculated using the taxable sales amount
multiplied by the effective tax rate less
deductible VAT input of current period) 6%
Business tax Gross service income 3%-5%
City construction and The amount of business tax and VAT 7%
maintenance tax

78 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

6 NOTES TO THE FINANCIAL STATEMENTS

(1) CASH AND BANK BALANCES

Cash on hand and in bank
Including:
Special funds for construction
in progress (note (a))
Restricted bank deposits due
within one year (note (b))
Group
Unaudited
Audited
30 June
31 December
2011
2010
511,039
540,330
58,333
111,179
900
900
Company
Unaudited
Audited
30 June
31 December
2011
2010
143,951
161,861
34,004
102,883

Company
Unaudited
Audited
30 June
31 December
2011
2010
143,951
161,861
34,004
102,883

102,883
  • (a) The special funds for construction in progress represent the unutilised balances of the special loans obtained for sewage processing projects and recycled water projects.

  • (b) The bank deposits represented deposits for project bids due within one year of Rmb 900 thousand (2010: Rmb 900 thousand).

(2) TRADE RECEIVABLES

Details of trade receivables are as follows:

Due from TSC for
– Sewage processing service
– Construction of sewage
processing plants
Toll road fee receivable
Less: Non-current portion
Individual items with significant
amount
Other items with insignificant
amount
Group
Unaudited
Audited
30 June
31 December
2011
2010
882,176
691,168
68,794
241,792
950,970
932,960
62,790
38,200
(68,794)
(68,794)
944,966
902,366
144,655
94,583
1,089,621
996,949
Company
Unaudited
Audited
30 June
31 December
2011
2010
882,176
691,168
68,794
241,792
950,970
932,960
62,790
38,200
(68,794)
(68,794)
944,966
902,366
11,879
11,252
956,845
913,618
Company
Unaudited
Audited
30 June
31 December
2011
2010
882,176
691,168
68,794
241,792
950,970
932,960
62,790
38,200
(68,794)
(68,794)
944,966
902,366
11,879
11,252
956,845
913,618
932,960
38,200
(68,794)
902,366
11,252
913,618

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

79

  • (a) Aging of trade receivables prior to the classification to long-term receivables described as above is as follows:
Within one year
One to two years
Over two years
Group
Unaudited
Audited
30 June
31 December
2011
2010
921,426
785,601
168,195
38,350
68,794
241,792
1,158,415
1,065,743
Company
Unaudited
Audited
30 June
31 December
2011
2010
788,650
702,420
168,195
38,200
68,794
241,792
1,025,639
982,412
Company
Unaudited
Audited
30 June
31 December
2011
2010
788,650
702,420
168,195
38,200
68,794
241,792
1,025,639
982,412
982,412
  • (b) As at 30 June 2011, there were no trade receivables from any of the shareholders of the Company who hold 5% or more of voting shares (31 December 2010: Nil).

  • (c) As at 30 June 2011, the trade receivables from the top five debtors is analysed as below:

relationship
with
the Group
TSC
– Sewage processing service
customer
– Construction of sewage
processing plants
customer
Tianjin Municipal Highway
Administration Burean
agent
Qujing City Water General
Company
customer
Hangzhou Sewage Company
customer
Guiyang Construction Bureau
customer
amount
aging
882,176
within 2 year
68,794
over 2 years
62,790
within 2 years
53,639
within 1 year
14,182
within 1 year
10,018
within 1 year
1,091,599
% of total
balance
75%
6%
5%
5%
1%
1%
93%

80 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(3) PREPAYMENTS

(a) The aging of prepayments is analysed as below:

For recycled water
pipeline connection
For purchase euipments
For plant construction
Others
Group
Unaudited
Audited
30 June
31 December
2011
2010
55,696
20,949
35,806
6,080
9,944
69,157
663
7,573
102,109
103,759
Company
Unaudited
Audited
30 June
31 December
2011
2010


2,668
6,080
9,944
48,994
422
32
13,034
55,106
Company
Unaudited
Audited
30 June
31 December
2011
2010


2,668
6,080
9,944
48,994
422
32
13,034
55,106
55,106

As at 30 June 2011, there were no prepayments to any of the shareholders of the Company who hold 5% or more of voting shares (31 December 2010: Nil).

(4) OTHER RECEIVABLES

Other receivables include:

Project deposits
Other receivables from
customers
Receivables from subsidiaries
Others
Group
Unaudited
Audited
30 June
31 December
2011
2010
27,495
26,776
1,683
1,683


29,190
25,081
58,368
53,540
Company
Unaudited
Audited
30 June
31 December
2011
2010
26,345
26,720


114,942
111,346
5,119
7,214
146,406
145,280
Company
Unaudited
Audited
30 June
31 December
2011
2010
26,345
26,720


114,942
111,346
5,119
7,214
146,406
145,280
145,280

As at 30 June 2011, there were no receivables from any of the shareholders of the Company who hold 5% or more of voting shares (31 December 2010: Nil).

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

81

(5) INVENTORIES

Raw materials
Finished goods
Spare parts and low cost
consumables
Construction in progress
Less: Provision for declines
in the value of
inventories
Group
Unaudited
Audited
30 June
31 December
2011
2010
10,307
10,127
3,682
3,682
718
756
46,979
20,911
61,686
35,476
(3,000)
(3,000)
58,686
32,476
Company
Unaudited
Audited
30 June
31 December
2011
2010
3,606
3,570


360
407


3,966
3,977


3,966
3,977
Company
Unaudited
Audited
30 June
31 December
2011
2010
3,606
3,570


360
407


3,966
3,977


3,966
3,977
3,977
3,977

(6) LONG-TERM RECEVABLES

Receivables from toll road
concession (note (a))
Receivables from TSC
Group
Unaudited
Audited
30 June
31 December
2011
2010
337,371
336,286
68,794
68,794
406,165
405,080
Company
Unaudited
Audited
30 June
31 December
2011
2010
337,371
336,286
68,794
68,794
406,165
405,080
Company
Unaudited
Audited
30 June
31 December
2011
2010
337,371
336,286
68,794
68,794
406,165
405,080
405,080

(a) Receivables from toll road concession represent amortised cost using effective interest method, calculated with reference to a guaranteed future traffic flow over the concession period.

82 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(7) LONG-TERM EQUITY INVESTMENTS

Investment in subsidiaries
(note (a))
Less: Impairment provision for
long-term
investment (note (c))
Investment in an associate
(note (b))
Other long-term equity
investments
Group
Unaudited
Audited
30 June
31 December
2011
2010






41,094
41,583
4,000
4,000
45,094
45,583
Company
Unaudited
Audited
30 June
31 December
2011
2010
1,229,537
1,178,381
(26,500)
(26,500)
1,203,037
1,151,881


4,000
4,000
1,207,037
1,155,881

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

83

(a) Investments in subsidiaries

Other than Tianjin Capital Environmental Protection (Hong Kong) Co., Ltd, which is registered in Hong Kong, all of the Company’s subsidiaries are registered and established in China

All subsidiaries are limited liability companies.

Carrying Value
Investment
31 December
cost
2010
Addition/
Xi’an Capital Water
Co., Ltd.
270,000
270,000

Hangzhou Tianchuang
Water Co., Ltd
180,212
180,212

Qujing Capital Water
Co., Ltd.
133,301
108,081
25,220
Tianjin Water Recycling
Co., Ltd.
100,436
98,000
2,436
Guizhou Capital Water
Co., Ltd.
95,000
95,000

Tianjin Capital
Environmental
Protection
(Hong Kong) Co., Ltd.
62,988
62,988

Wendeng Capital Water
Co., Ltd.
52,000
52,000

Wuhan Tianchuang
Environmental
Protection Co.,Ltd
98,500
98,500

Fuyang Capital Water
Co., Ltd.
62,100
62,100

Anguo Capital Water
Co., Ltd.
41,000
41,000

Baoying Capital Water
Co., Ltd.
37,100
26,600
10,500
Tianjin Capital New Materials
Co., Ltd.
26,500
26,500

Tianjin Jinghai Capital Water
Co., Ltd.
12,000
12,000

Tianjin Kaiying Environmental
Engineering Technology
Consultant Co., Ltd.
5,000
2,000
3,000
Tianjin Zichuang Project
Investment Co., Ltd.
23,400
23,400

Tianjin Jinning Capital Water
Co., Ltd.
15,000
15,000

Tianjin Capital Water Co., Ltd.
5,000
5,000

Tianjin Jiayuanxingchuang
New Energy Technology
Co.,Ltd
10,000

10,000
1,178,381
51,156
Interest held /
30 June
Voting shares
2011
%
270,000
100
180,212
70
133,301
90
100,436
100
95,000
95
62,988
100
52,000
100
98,500
100
62,100
99.9
41,000
100
37,100
70
26,500
71
12,000
100
5,000
100
23,400
100
15,000
100
5,000
100
10,000
100
1,229,537

The Group is not exposed to significant restriction on recovery or remittance of return on investment in subsidiaries.

84 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(b) Investment in an associate

Registered Interest & 30 June 2011 Six months ended 30
capital voting shares Total Total 30 June 2011
held assets liabilities Revenue
Net profit
Tianjin international
Machinery Co., Ltd. 120,000 27.5% 606,347 445,236 814,971 (489)

Tianjin International Machinery Co., Ltd. (TIMC) is a Sino-foreign joint venture registered in the Tianjin Economics Development Area. The principal activities of TIMC include research and development, production and sale of environment protection equipment; engineering technical consultation; trading; manufacturing and sale of general equipment.

The movements of the Group’s investment in TIMC are as follows:

Share of
profit
Investment 31 December in associated
cost 2011 Disposal company 30 June 2011
Tianjin
international
Machinery
Co., Ltd. 33,000 41,583 (489) 41,094
  • (c) Full provision has been made for the investment in Tianjin Capital New Materials Co., Ltd. of approximately Rmb26.5 million as at 30 June 2011 (31 December 2010: Rmb26.5 million).

(8) INVESTMENT PROPERTIES

Buildings
Cost
At 31 December 2010 and 30 June 2011
Accumulated depreciation
At 31 December 2010
Charge for the year
At 30 June 2011
Net book value
At 30 June 2011
At 31 December 2010
Group
137,374
(17,746)
(1,837)
(19,583)
117,791
119,628
Company
110,648
(15,821)
(1,584)
(17,405)
93,243
94,827

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

85

(9) FIXED ASSETS AND CONSTRUCTION IN PROGRESS

(a) Group

Cost
At 1 January 2010
Reclassification
Transfer from construction
in progress
Addition
Transfer to intangible assets
Disposal
At 31 December 2010
Transfer from construction
in progress
Addition
Disposal
At 30 June 2011
Accumulated depreciation
At 1 January 2010
Reclassification(note ii)
Charge for the year
Transfer to intangible assets
(note 6(10)&note ii)
Disposal
At 31 December 2010
Charge for the year
Disposal
At 30 June 2011
Impairment
At 31 December 2010 and
30 June 2011
Net book value
At 30 June 2011
At 31 December 2010
Buildings &
structure
Machinery &
(note (i))
equipment
2,421,274
339,507
(793,973)
748,562
35,198
89,581
49,322
599,751
(97,602)

(24,035)
(86,703)
1,590,184
1,690,698
360

920
4,129

(11,313)
1,591,464
1,683,514
(639,239)
(188,709)
132,319
(113,882)
(59,543)
(43,296)
7,348

13,401
37,202
(545,714)
(308,685)
(24,207)
(36,035)

2,167
(569,921)
(342,553)
(11,000)
(4,068)
1,010,543
1,336,893
1,033,470
1,377,945
Motor
vehicles &
others
99,107
45,411
1,221
64,070

(11,797)
198,012
760
945
(9,149)
190,568
(55,546)
(18,437)
(11,314)

3,261
(82,036)
(9,674)
4,169
(87,541)
(932)
102,095
115,044
Total
2,859,888

126,000
713,143
(97,602)
(122,535)
3,478,894
1,120
5,994
(20,462)
3,465,546
(883,494)

(114,153)
7,348
53,864
(936,435)
(69,916)
6,336
(1,000,015)
(16,000)
2,449,531
2,526,459

86 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

  • (i) All of the Group’s buildings, structures and plants are located in the PRC.

  • (ii) For the six months ended 31 June 2011, the Group’s depreciation expense of Rmb54 million (From January to June in 2010:Rmb51 million) has been included in cost of revenue and Rmb16 million (From January to June in 2010: Rmb5 million) in administrative expenses.

  • (iv) Ownership of certain land and buildings included in property, plant and equipment, investment properties and land use rights with cost of Rmb332 million (31 December 2010: Rmb332million) has yet to be or is in the process of being transferred to the Group. As these assets are supported by legal sale and purchase agreements, the Directors believe that the titles will be received in due course without additional significant cost to the Group, if any.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

87

(b) Company

Cost
At 1 January 2010
Reclassification
Transfer from construction
in progress
Addition
Transfer to intangible assets
Disposal
At 31 December 2010
Transfer from construction
in progress
Addition
Disposal
At 30 June 2011
Accumulated depreciation
At 1 January 2010
Reclassification
Charge for the year
Transfer to intangible assets
Disposal
At 31 December 2010
Charge for the year
Disposal
At 30 June 2011
Net book value
At 30 June 2011
At 31 December 2010
Buildings &
structure
2,304,152
(819,358)

49,971
(92,850)
(23,922)
1,417,993
360


1,418,353
(621,213)
133,303
(54,419)
7,196
13,401
(521,732)
(21,775)

(543,507)
874,846
896,261
Machinery &
equipment
192,950
778,298
89,510
598,802

(82,132)
1,577,428

1,330
(10,273)
1,568,485
(166,157)
(115,594)
(30,571)

36,397
(275,925)
(30,886)
877
(305,934)
1,262,551
1,301,503
Motor
vehicles &
others
68,230
41,060
359
55,670

(11,074)
154,245
760
2,510
(7,650)
149,865
(48,523)
(17,709)
(9,587)

3,316
(72,503)
(7,492)
3,604
(76,391)
73,474
81,742
Total
2,565,332

89,869
704,443
(92,850)
(117,128)
3,149,666
1,120
3,840
(17,923)
3,136,703
(835,893)

(94,577)
7,196
53,114
(870,160)
(60,153)
4,481
(925,832)
2,210,871
2,279,506

88 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(c) Construction in progress comprised of the following projects:

31 December
Budget
2010
Water recycling plants:
– Bei Chen water
recycling plants
97,000
57,218
Sewage water
processing plants:
– Dong Jiao
(upgrade project)
350,490
219,656
– XianYang Lu
(upgrade project)
184,130
132,696
– Bei Cang
(upgrade project)
152,490
115,496
– Ji Zhuang Zi
(upgrade project)
174,400
111,669
Others
13,229
Total - Company
649,964
Water recycling
plants:
– Ji Zhuang Zi
(expansion project)
87,573
52,716
Others
971
Total - Group
703,651
Including: Capitalised
borrowing
costs
13,276
Transfer to
fixed
Addition
assets


11,714

10,088

9,785

23,665

2,265
(1,120)
57,517
(1,120)
11,749

1,027

70,293
(1,120)
9,313
Incurred
costs
to budget
30 June
Sources of
costs ratio
2011
funds
(%)
57,218 Self-raised fund
58.98%
231,370 Self-raised fund
66.01%
142,784 Self-raised fund
77.55%
125,281 Self-raised fund
82.16%
135,334 Self-raised fund
77.60%
14,374 Self-raised fund
706,361
64,465 Self-raised fund
73.61%
1,998 Self-raised fund
772,824
22,589

Borrowing costs have been capitalized for the six months ended 30 June 2011 at an average interest rate of 5.30% per annum (From Janurary to June in 2010: 5.35%).

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

89

(10) INTANGIBLE ASSETS

Group
Unaudited
Audited
30 June
31 December
2011
2010
Concession rights (note (a))
2,440,243
2,427,782
Land use rights (note (b))
457,563
462,868
2,897,806
2,890,650
(a)
The movements of concession rights are as follows:
Cost
At 31 December 2010
Addition
At 30 June 2011
Accumulated amortisation
At 31 December 2010
Charge for the year
At 30 June 2011
Net book value
At 30 June 2011
At 31 December 2010
Company
Unaudited
Audited
30 June
31 December
2011
2010


440,872
446,079
440,872
446,079
Group
2,744,864
64,229
2,809,093
(317,082)
(51,768)
(368,850)
2,440,243
2,427,782

As at 30 Jnue 2011, certain of concession rights with net book value of Rmb247 million (Cost: Rmb302 million) (31 December 2010: net book value: Rmb252 million; cost: Rmb302 million) have been secured against long-term borrowings of Rmb148 million (31 December 2010: Rmb162million) (Note 6(12)(a)(i)).

90 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(b) The movements of land use rights are as follows:

Cost
At 31 December 2010 and 30 June 2011
Accumulated amortisation
At 31 December 2010
Charge for the year
At 30 June 2011
Net book value
At 30 June 2011
At 31 December 2010
Group
593,529
(130,661)
(5,305)
(135,966)
457,563
462,868
Company
567,266
(121,187)
(5,207)
(126,394)
440,872
446,079

(11) TRADE PAYABLES, ADVANCES, TAXES PAYABLE AND OTHER PAYABLES

Trade payables (note (a))
Advances (note (b))
Other payables (note (c))
Taxes payable (note (d))
Group
Unaudited
Audited
30 June
31 December
2011
2010
24,685
22,729
350,719
310,478
302,469
274,991
14,209
16,431
692,082
624,629
Company
Unaudited
Audited
30 June
31 December
2011
2010
8,392
9,730
3,212
63,386
336,660
235,198
9,066
9,162
357,330
317,476
Company
Unaudited
Audited
30 June
31 December
2011
2010
8,392
9,730
3,212
63,386
336,660
235,198
9,066
9,162
357,330
317,476
317,476

(a) As at 30 June 2011, there were no trade payables from any of the shareholders of the Company who hold 5% or more of voting shares (31 December 2010: Nil).

  • (b) Advances comprise:
For pipeline connection
Received from project of
Han Gu
Other advances
Group
Unaudited
Audited
30 June
31 December
2011
2010
343,791
245,167
3,032
59,612
3,896
5,699
350,719
310,478
Company
Unaudited
Audited
30 June
31 December
2011
2010


3,032
59,612
180
3,774
3,212
63,386
Company
Unaudited
Audited
30 June
31 December
2011
2010


3,032
59,612
180
3,774
3,212
63,386
63,386

As at 30 June 2011, there were no advances from any of the shareholders of the Company who hold 5% or more of voting shares (31 December 2010: Nil).

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

91

(c) Other payables comprise:

Group
Unaudited
Audited
30 June
31 December
2011
2010
Construction costs payable
181,549
168,316
Payable for purchase of
fixed assets and
concession rights
of plants
96,140
67,337
Others
24,780
39,338
302,469
274,991
Company
Unaudited
Audited
30 June
31 December
2011
2010
107,551
109,499


229,109
125,699
336,660
235,198
Company
Unaudited
Audited
30 June
31 December
2011
2010
107,551
109,499


229,109
125,699
336,660
235,198
235,198

As at 30 June 2011, there were no other payables from any of the shareholders of the Company who hold 5% or more of voting shares (31 December 2010: Nil).

  • (d) The balances of taxes payable mainly represent income tax payable and business tax payable.
Income tax payable
Business tax payable
Others
Group
Unaudited
Audited
30 June
31 December
2011
2010
11,408
8,757
1,602
5,931
1,199
1,743
14,209
16,431
Company
Unaudited
Audited
30 June
31 December
2011
2010
7,118
3,121
1,212
4,899
736
1,142
9,066
9,162
Company
Unaudited
Audited
30 June
31 December
2011
2010
7,118
3,121
1,212
4,899
736
1,142
9,066
9,162
9,162

92 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(12) LONG-TERM BORROWINGS, SHORT-TERM BORROWINGS, SHORT-TERM DEBENTURE, LONG-TERM PAYABLE AND OTHER LIABILITIES

Note
Non-current:
Long-term bank
borrowings
(a)
Less: Current portion
(a)
Long-term payable
(d)
Other non-current
liabilities
(e)
Current:
Current portion of
long-term
bank borrowings
(a)
Current portion of
long-term payable
(d)
Short-term borrowings
(b)
Short-term debenture
(c)
Other current liabilities
(e)
Group
Unaudited
Audited
30 June
31 December
2011
2010
2,528,980
2,639,030
(782,470)
(329,470)
1,746,510
2,309,560
389,383
399,604
127,885
129,374
2,263,778
2,838,538
782,470
329,470
31,218
30,710
73,000
73,000
600,000
600,000
20,740
21,216
1,507,428
1,054,396
Company
Unaudited
Audited
30 June
31 December
2011
2010
1,192,400
1,274,100
(580,000)
(210,000)
612,400
1,064,100
389,383
399,604
98,181
98,181
1,099,964
1,561,885
580,000
210,000
31,218
30,710
55,000
55,000
600,000
600,000
16,364
16,364
1,282,582
912,074

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

93

  • (a) Long-term bank borrowings
Note
Borrowings from:
China Construction Bank
(i)
Industrial and Commercial
Bank of China
(ii)
State Development Bank
(iii)
Shanghai Bank
(iv)
Shenzhen Development Bank
(iv)
Agricultural Bank of China
(v)
China CITIC Bank
(iv)
China Everbright Bank
(vi)
Industrial Bank
(iv)
Bank of China
(vii)
Shanghai Pudong
Development Bank
(viii)
Group
Unaudited
Audited
30 June
31 December
2011
2010
926,900
936,850
472,900
456,000
341,500
342,500
300,000
250,000
200,000
200,000
98,680
198,680
50,000
100,000
50,000
50,000
50,000
50,000
35,000
40,000
4,000
15,000
2,528,980
2,639,030
Company
Unaudited
Audited
30 June
31 December
2011
2010
377,400
367,100


165,000
157,000
300,000
250,000
200,000
200,000

100,000
50,000
100,000
50,000
50,000
50,000
50,000




1,192,400
1,274,100
Company
Unaudited
Audited
30 June
31 December
2011
2010
377,400
367,100


165,000
157,000
300,000
250,000
200,000
200,000

100,000
50,000
100,000
50,000
50,000
50,000
50,000




1,192,400
1,274,100
1,274,100
  • (i) Includes Rmb148 million (31 December 2010: Rmb162 million) secured by the right to receive tap water and sewage processing fees (Note 6(10)(a)). Includes Rmb389 million (31 December 2010: Rmb389 million) and Rmb12.50 million (31 December 2010: Rmb18.75 million) secured by the guarantee of TICIG and the Company, respectively. The remaining balance of about Rmb377.4 million (31 December 2010: Rmb367.1 million) is unsecured.

  • (ii) Secured by the Company’s guarantee (31 December 2010: Rmb456 million).

  • (iii) Includes Rmb176.5 million secured by the Company’s guarantee and the remaining Rmb165 million is unsecured.

  • (iv) The borrowing is unsecured.

  • (v) Includes Rmb98.68 million (31 December 2010: Rmb98.68 million) secured by the guarantee of TICIG and the Company, respectively.

  • (vi) Secured by TSC’s right to receive sewage water processing fees.

  • (vii)Secured by the Company’s guarantee.

  • (viii)Secured by the Company’s holding company’s guarantee (31 December 2010: Rmb15 million).

94 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(ix) Summary of terms of long-term bank borrowings:

Pledge
Guarantee
Unsecured
Group
Unaudited
Audited
30 June
31 December
2011
2010
198,000
212,000
1,188,580
1,302,930
1,142,400
1,124,100
2,528,980
2,639,030
Company
Unaudited
Audited
30 June
31 December
2011
2010
50,000
50,000

100,000
1,142,400
1,124,100
1,192,400
1,274,100
Company
Unaudited
Audited
30 June
31 December
2011
2010
50,000
50,000

100,000
1,142,400
1,124,100
1,192,400
1,274,100
1,274,100
  • (x) These long term bank borrowings are all interest bearing with weighted average interest rate in the six months ended 30 June 2011 of 5.98% (2010: 5.4%).

  • (xi) These borrowings mature as follows:

Within one year
In the second year
In the third to
fifth year
After the fifth year
Group
Unaudited
Audited
30 June
31 December
2011
2010
782,470
329,470
537,720
841,720
756,710
888,160
452,080
579,680
2,528,980
2,639,030
Company
Unaudited
Audited
30 June
31 December
2011
2010
580,000
210,000
406,000
636,000
193,000
415,000
13,400
13,100
1,192,400
1,274,100
Company
Unaudited
Audited
30 June
31 December
2011
2010
580,000
210,000
406,000
636,000
193,000
415,000
13,400
13,100
1,192,400
1,274,100
1,274,100

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

95

(xii)Current portion of top five long-term bank borrowings is analysed as follows:

Grant date
Expiry date
Currency
Rate(%)
China CITIC Bank
07/05/2009
06/05/2012
RMB
5.76%
Shenzhen Development Bank
23/07/2010
25/04/2012
RMB
5.76%
China CITIC Bank
20/03/2009
19/03/2012
RMB
6.4%
Shenzhen Development Bank
23/03/2010
23/03/2012
RMB
6.08%
Industrial and Commercial
Bank of China
30/04/2003
30/04/2012
RMB
6.8%
China Everbright Bank
Group
Unaudited
Audited
30 June 31 December
2011
2010
300,000
100,000
150,000
50,000
80,000
50,000
50,000
26,000
50,000
26,000
630,000
252,000
Group
Unaudited
Audited
30 June 31 December
2011
2010
300,000
100,000
150,000
50,000
80,000
50,000
50,000
26,000
50,000
26,000
630,000
252,000
252,000
  • (b) Short-term borrowings
Group Company
Unaudited Audited Unaudited Audited
30 June 31 December 30 June 31 December
Note 2011 2010 2011 2010
Borrowings from:
Shanghai Pudong
Development
Bank (i) 73,000 73,000 55,000 55,000
  • (i) Includes Rmb18 million (31 December 2010: Rmb18 million) secured by the Company’s holding company’s guarantee. The remaining balance of about Rmb55 million (31 December 2010: Rmb55 million) is unsecured. The weighted average interest rate of short-term bank borrowings for the six months ended 30 June 2011 is 6.12% (2010: 5.35%).

  • (ii) Summary of terms of short-term borrowings:

Guaranteed
Unsecured
Group
Unaudited
Audited
30 June
31 December
2011
2010
18,000
18,000
55,000
55,000
73,000
73,000
Company
Unaudited
Audited
30 June
31 December
2011
2010


55,000
55,000
55,000
55,000
Company
Unaudited
Audited
30 June
31 December
2011
2010


55,000
55,000
55,000
55,000
55,000

96 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(c) Short-term debenture

Summary of terms of long-term bank borrowings:

Par value Issuance date Maturity Balance
Short-term debenture 600,000 2010-7-8 1 year 600,000
  • (d) Long-term payable and the current portion of long-term payable
Group Company Company
Unaudited Audited Unaudited Audited
30 June 31 December 30 June 31 December
2011 2010 2011 2010
unrecognized unrecognized unrecognized unrecognized
Payable finance Payable finance Payable finance Payable finance
amount charge amount charge amount charge amount charge
Payables for
assets acquisition 818,236 (397,635) 834,230 (403,916) 818,236 (397,635) 834,230 (403,916)

(i) Summary of terms of long-term payable above:

Effective Due
Original Interest Ending within
Duration Balance rate Balance one year
TSC 30 years to 2041-3-20 430,314 5.94% 389,383 31,218

Balance of the long-term payable to TSC is the consideration payable in respect of the acquisition of sewage processing assets from TSC, net of unrecognized financing charges.

Pursuant to “Assets transfer agreement from foreign banks loans about Haihe River Tianjin sewage processing project and Beicang sewage processing project” (the “Transfer Agreement”), TSC sold to the Company certain sewage processing assets at a consideration of 691 million. The Company has paid the first instalment of Rmb261 million in cash and the remaining balance will be settled in Renminbi translating at exchange rates prevailing on each repayment date over the next 30 years. The fair value of the initial recognition of the payable balance is based on discounting future cash payments using an effective interest rate of 5.94%.

  • (ii) The payable amounts of long-term payable (including interest) are denominated in the following currencies.
JPY
US dollar
Group
Unaudited
Audited
30 June
31 December
2011
2010
644,357
656,952
173,879
177,278
818,236
834,230
Company
Unaudited
Audited
30 June
31 December
2011
2010
644,357
656,952
173,879
177,278
818,236
834,230
Company
Unaudited
Audited
30 June
31 December
2011
2010
644,357
656,952
173,879
177,278
818,236
834,230
834,230

The balance denominated in US dollar bears an interest rate at 6 month LIBOR plus 0.6%, whilst the balance denominated in JPY bears fixed interest rates at 1% and 1.55% per annum respectively.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

97

(e) Other liabilities

Group
Unaudited
Audited
30 June
31 December
2011
2010
Non-current:
– Tianjin Municipal
Engineering Bureau
(“TMEB”)
(note(i))
98,181
98,181
– Others
29,704
31,193
127,885
129,374
Current:
– TMEB
Current portion
of long- term loan
(note(i))
16,364
16,364
– Others
4,376
4,852
20,740
21,216
Company
Unaudited
Audited
30 June
31 December
2011
2010
98,181
98,181


98,181
98,181
16,364
16,364


16,364
16,364
Company
Unaudited
Audited
30 June
31 December
2011
2010
98,181
98,181


98,181
98,181
16,364
16,364


16,364
16,364
98,181
16,364
16,364
  • (i) A loan was taken from TMEB during 2005 specifically for construction of sewage water processing plants. The current portion of the long-term loan is Rmb16 million at 30 June 2012 (2010: Rmb16 million). The loan is repayable in equal instalments over eleven years from 2007. The loan bears interest at 5% per annum for the first six years. From the seventh year to maturity, the interest will be based on the one-year deposit plus 0.3% premium.

(13) DEFERRED REVENUE

Group Group Company
Unaudited Audited Unaudited Audited
30 June 31 December 30 June 31 December
2011 2010 2011 2010
Deferred revenue 288,169 284,974 207,140 203,288

Deferred revenue represents the subsidies received from governmental bodies in relation to Group‘s certain construction and research & development projects.

98 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(14) DEFERRED INCOME TAX LIABILITIES

Unaudited Unaudited Audited Audited
30 June 2011 31 December 2010
Deferred Taxable Deferred Taxable
income tax temporary income tax temporary
liabilities differences liabilities differences
Depreciation of fixed assets 42,547 170,188 38,427 153,708

(15) SHARE CAPITAL

Movement of the Company’s authorised, issued and fully paid up capital is tabled below. All of the Company’s shares are ordinary shares with par value of one Renminbi.

A shares H shares H shares
Restricted
**circulating ** Circulating Circulating
shares shares Subtotal shares Total
At 31 December 2010
and 30 June 2011 1,087,228 1,087,228 340,000 1,427,228

“A” shares represent shares listed on the Shanghai Securities Exchange and “H” shares represent shares listed on the Main Board of The Stock Exchange of Hong Kong. All the “A” and “H” shares rank pari passu in all respects.

(16) RESERVES AND DIVIDEND

  • (a) Capital reserve principally comprises share premium arising from the issuance of shares. This reserve can be utilised to offset prior years’ losses or for issuance of bonus shares.

  • (b) According to the PRC Companies Law and the Company’s Articles of Association, a company is required to transfer 10% of its net profit for the year to the statutory common reserve, which can be ceased till the reserve reaches 50% of the registered capital. This reserve shall only be used to make up losses; or to increase the capital of the Company upon approval from the shareholders.

  • (c) Dividends

A dividend in respect of year ended 31 December 2010 of Rmb1.10 (gross tax) every 10 shares, total shares of 1,427 million shares on 5 July 2011, amounting to a total dividend of Rmb157 million, was approved at the Annual General Meeting on 13 May 2011 (2010: Rmb0.8 (gross tax) every 10 shares, amounting to a total dividend of Rmb114 million).

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

99

(17) MINORITY INTERESTS

Minority interests attributable to respective subsidiaries’ minority shareholders are set out as below:

Group
Unaudited Audited
30 June 31 December
2011 2010
Hangzhou Tianchuang Capital Water Co., Ltd. 92,210 90,548
Baoying Capital Water Co., Ltd. 13,174 12,737
Qujing Capital Water Co., Ltd. 13,077 11,795
Guizhou Capital Water Co., Ltd. 7,274 6,853
Honghu Capital Water Co., Ltd. 1,876 2,150
Tianjin Water Recycling Co., Ltd. 1,409
Chibi Capital Water Co., Ltd. 85
Fuyang Capital Water Co., Ltd. 22 19
127,633 125,596
INCOME FROM AND COST FOR OPERATIONS
Group
Unaudited
For the six months ended
30 June 2011 30 June 2010
Income from Cost of Income from Cost of
operations operations operations operations
Income from principal
operations (Note 7) 725,235 413,176 658,029 350,079
Other operating income 25,244 12,105 17,495 7,150
750,479 425,281 675,524 357,229
Company
Unaudited
For the six months ended
30 June 2011 30 June 2010
Income from Cost of Income from Cost of
operations operations operations operations
Income from principal
operations 453,513 218,693 446,867 200,815
Other operating income 12,939 4,835 11,608 3,690
466,452 223,528 458,475 204,505

(18) INCOME FROM AND COST FOR OPERATIONS

100 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(19) BUSINESS TAX AND SURCHARGES

Business tax
City construction and
maintenance fee
Education fee surcharge
and others
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
3,093
19,844
280
105
235
61
3,608
20,010
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
1,908
19,292
134

113

2,155
19,292
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
1,908
19,292
134

113

2,155
19,292
19,292

(20) FINANCIAL EXPENSES - NET

Interest expenses
of borrowings
Less: Capitalised interest
Net interest expenses
Less: Interest income
- long-term
receivables
- bank deposits
Others
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
96,528
78,544
(9,313)
(6,566)
87,215
71,978
(11,384)
(8,598)
(5,717)
(5,633)
(5,667)
(2,965)
498
64
76,329
63,444
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
52,781
36,087
(8,111)
(4,691)
44,670
31,396
(8,620)
(7,229)
(5,717)
(5,633)
(2,903)
(1,596)
27
15
36,077
24,182
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
52,781
36,087
(8,111)
(4,691)
44,670
31,396
(8,620)
(7,229)
(5,717)
(5,633)
(2,903)
(1,596)
27
15
36,077
24,182
31,396
(7,229)
(5,633)
(1,596)
15
24,182

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

101

(21) NON-OPERATING EXPENSES

Loss on disposal of fixed assets
Others
For the
six months
ended
30 June
2011
13,468
56
13,524
For the
six months
ended
30 June
2010
13,117
97
13,214

(22) INCOME TAX

Current income tax
Deferred income tax
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
41,867
42,692
4,120
4,468
45,987
47,160
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
38,823
41,315
1,251
1,595
40,074
42,910
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
38,823
41,315
1,251
1,595
40,074
42,910
42,910

102 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Reconciliation between profit before income tax and the aggregate tax at the rates applicable to profits in the respective entities concerned is set below:

Profit before income tax
Calculated at applicable income tax rates
Effect of different income tax rates applicable to
certain subsidiaries
Income not subject to tax
Expenses not deductible for taxation purposes
Utilization of previously deductible tax losses for which
no deferred income tax was recognised
Current year tax losses for which no deferred income
tax asset was recognised
Income tax expenses
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
185,698
177,434
46,425
44,359
(163)

(50)
(21)
165

(2,500)
(195)
2,110
3,017
45,987
47,160
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
185,698
177,434
46,425
44,359
(163)

(50)
(21)
165

(2,500)
(195)
2,110
3,017
45,987
47,160
44,359

(21)

(195)
3,017
47,160

(23) EARNINGS PER SHARE

Basic earnings per share is calculated based on the profit attributable to owners of the parent of Rmb138 million (2010: Rmb130 million) and weighted average number of ordinary shares of 1,427 million shares in issue during the year (2010: 1,427 million shares).

Diluted earnings per share are calculated using the same bases as described above for calculating basic earnings per share.

Profit attributable to owners of the parent
Weighted average number of ordinary shares
in issue (million shares)
Basic earnings per share (Rmb Yuan)
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
137,674
129,701
1,427
1,427
0.10
0.09
Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
137,674
129,701
1,427
1,427
0.10
0.09
1,427
0.09

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

103

(24) NOTES TO THE CASH FLOW STATEMENTS AND SUPPLEMENTARY INFORMATION

(a) Reconciliation of net profit to cash flows from operating activities

Group
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
Net profit
139,711
130,274
Adjustments for:
Depreciation of fixed assets
and investment properties
71,753
57,800
Amortisation of intangible
assets
57,073
51,684
Losses on disposal of
fixed assets
13,468
13,117
Financial expenses-net
87,215
71,978
Investment income
289
(83)
Amortisation of
deferred revenue
1,077

Increase in deferred
tax liabilities
4,120
4,468
Increase in inventories
(26,210)
(953)
(Increase)/decrease in
operating receivables
(156,945)
(258,258)
Increase/(decrease)
in operating payables
164,146
(13,304)
Net cash flows from
operating activities
355,697
56,723
Net changes in cash
and bank balances
Cash at end of year
510,139
532,750
Less: cash at beginning
of year
539,430
592,261
Net increase/(decrease)
in cash and
bank balances
(29,291)
(59,511)
Company
Unaudited
For the
For the
six months
six months
ended
ended
30 June
30 June
2011
2010
122,308
130,722
61,736
50,297
5,207
4,058
12,877
13,082
44,670
31,396
(2,089)
(1,992)
420

1,251
1,595
11
(662)
(33,197)
(208,226)
18,674
(25,275)
231,868
(5,005)
143,951
250,129
161,861
224,354
(17,910)
25,775

104 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

7 SEGMENT REPORTING

Reportable segment of the Group was identified as the business unit providing different products or services or operating in different regions. Considering the different requirements of technology and market strategy for different business and geographic segments, the Group managed the production and business activities of each segment independently and evaluated the operating results separately in order to determine resource allocation and assesses performance.

The Company considers the business from both service and geographical perspective. From a service perspective, management assesses the performance of processing of sewage water, recycled water and pipeline connection and tap water operation. Processing of sewage water is further evaluated on a geographical basis (Tianjin plants, Hangzhou plant and other plants).

(a) Segment information as at and for the year ended 30 June 2011 is as follows:

Recycle
Sewage water processing services
water and
Tianjin
Hangzhou
Other
pipeline
plants
plant
plants
connection
Income from third parties
(Note 6(18))
448,259
68,371
118,533
33,856
Interest income (Note 6(20))
2,493
171
738
1,973
Interest expenses (Note 6(20)) (44,670)
(12,727)
(21,454)
(2,928)
Investment profit from
associate(Note 6(7)b)




Depreciation & Amortisation
(65,268)
(18,124)
(29,167)
(7,708)
Total profit
138,819
4,612
7,805
3,460
Income tax expense
(34,494)
(1,724)
(637)
(701)
Net profit
104,325
2,888
7,168
2,759
Segment assets
4,660,648
808,660
1,356,119
647,730
Segment liabilities
2,967,130
503,933
531,825
719,332
Investment in associate




Non-current assets addition
other than related to
long-term investment
59,291
9,649
20,319
13,773
Tap
water
19,836
37
(5,436)

(5,515)
555
(34)
521
334,922
160,224

2,175
All other
segments
61,624
5,972

(489)
(3,044)
30,447
(8,397)
22,050
708,131
74,881
45,094
35,309
Group
750,479
11,384
(87,215)
(489)
(128,826)
185,698
(45,987)
139,711
8,516,210
4,957,325
45,094
140,516

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

105

(b) Segment information as at and for the year ended 30 June 2010 is as follows:

Income from third parties
(Note 6(18))
Interest income (Note 6(20))
Interest expenses
(Note 6(20))
Investment profit
from associate
Depreciation & Amortisation
Total profit
Income tax expense
Net profit
Segment assets
Segment liabilities
Investment in associate
Non-current assets addition
other than related to
long-term investment
Recycle
Sewage water processing services
water and
Tianjin
Hangzhou
Other
pipeline
plants
plant
plants
connection
349,158
66,197
105,875
21,545
925
164
439
1,374
(31,396)
(12,544)
(20,343)
(3,083)




(51,618)
(18,124)
(27,266)
(5,710)
133,017
4,317
11,528
(299)
(35,614)
(1,079)
(2,882)

97,403
3,238
8,646
(299)
3,786,845
814,686
1,595,378
578,079
2,366,922
520,751
513,020
509,365




198,069

73,146
34,596
Tap
water
17,546

(4,612)

(4,342)
(1,470)

(1,470)
299,365
197,063

6,139
All other
segments
115,203
5,696

83
(2,424)
30,341
(7,585)
22,756
519,631
55,256
44,218
958
Group
675,524
8,598
(71,978)
83
(109,484)
177,434
(47,160)
130,274
7,593,984
4,162,377
44,218
312,908

8 FINANCIAL INSTRUMENT AND RISK

The Group’s activities expose it to a variety of financial risks. The Group’s overall risk management programme seeks to minimise potential adverse effects on the financial performance of the Group.

(a) Market risk:

  • (i) Foreign currency risk:

The Group has no significant foreign currency risk as the operations and customers of the Group are located in the PRC with most of the operating assets and transactions denominated and settled in RMB. All of the Group’s borrowings are denominated in RMB. The sole foreign currency exposure of the Group arises from fluctuation of US dollar and Japanese Yen (ating pursuant to the long-term payment scheme set out in the asset transfer agreement of foreign loan financed assets from TSC on 9 November 2010 (note 6(12)(d)).

106 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

At 30 June 2011, if RMB had weakened/strengthened by 5 % against the US dollar with all other variables held constant, post-tax profit for the year would have been Rmb6 million (2010: Rmb4 million) lower/higher, mainly as a result of foreign exchange losses/gains on translation of US dollar-denominated portion of long-term payable. Similarly, if RMB had weakened/strengthened by 5 % against the JPY with all other variables held constant, posttax profit for the year would have been Rmb12 million (2010: Rmb12 million) lower/ higher.

  • (ii) Interest rate risk:

The Group’s interest rate risk arises mainly from cash and bank balances, long-term receivables, long-term borrowings and long-term payable.

The Group has significant borrowings and long-term payable. Those taken at variable rates expose the Group to cash flow interest-rate risk, whilst those taken at fixed rates expose the Group to fair value interest-rate risk.

The tables below set out the Group’s and the Company’s exposure to interest rate risks. Included in the tables are the assets and liabilities at carrying amounts, categorised by the maturity dates.

Fixed
At 30 June 2011
Assets
Cash and bank balances
900
Long-term receivables
337,371
Liabilities
Current borrowings
16,364
Non-current borrowings
98,181
Long-term payables
due within 1 year
24,581
Long-term payables
287,847
Short-term debenture
600,000
At 31 December 2010 (Restated)
Assets
Cash and bank balances
900
Long-term receivables
336,286
Liabilities
Current borrowings
16,364
Non-current borrowings
148,181
Long-term payable due
within 1 year
24,371
Long-term payable
299,043
Short-term debenture
600,000
Fixed
900
337,371
16,364
98,181
24,581
287,847
600,000
Group
Non-interest
Floating
bearing
510,139



858,52
61,320
1,767,091
9,123
6,637

101,536


Group
Non-interest
Floating
bearing
510,139



858,52
61,320
1,767,091
9,123
6,637

101,536


Total
511,039
337,371
876,210
1,874,395
31,218
389,383
600,000
Company
Fixed
Floating

143,951
337,371

16,364
635,000
98,181
612,400
24,581
6,637
287,847
101,536
600,000
Company
Fixed
Floating

143,951
337,371

16,364
635,000
98,181
612,400
24,581
6,637
287,847
101,536
600,000
Total
143,951
337,371
651,364
710,581
31,218
389,383
600,000
539,430

405,526
2,280,140
6,339
100,561


1,796
10,613


540,330
336,286
423,686
2,438,934
30,710
399,604
600,000

336,286
16,364
148,181
24,371
299,043
600,000
161,861

265,000
1,014,100
6,339
100,561
161,861
336,286
281,364
1,162,281
30,710
399,604
600,000

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

107

At 30 June 2011, if interest rates on bank borrowings had been 1% higher/lower with all other variables held constant, profit for the year would have been lower/higher by Rmb26 million (2010: Rmb22.6 million).

The Group analyses its interest rate exposure by considering refinancing, renewal of existing positions and alternative financing resolution.

  • (b) Credit risk :

Credit risk arises from deposits with banks and credit exposures to customers.

The Group manages credit risk on bank deposits by placing the majority of its cash and bank balances with state owned/ listed banks in the PRC. The Group has not had any significant loss arising from non-performance by these parties in the past and management does not expect so in the future.

The credit risk on trade receivables is concentrated on a few customers, all of which are PRC government bodies. Thus, the management considers that the risk is limited.

The maximum credit risk of the Company includes the carrying value of its financial assets on books and is increased by the notional amount of financial guarantees issued for its subsidiaries.

(c) Liquidity risk:

Cash flow forecasting is performed in the operating entities and aggregated by Group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and external regulatory or legal requirements ed borrowing facilities at all times

108 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

The Group’s financial liabilities (inclusive of interests) are analysed into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date, using the contracted undiscounted cash flows, as follows:

At 30 June 2011
Long-term bank borrowings
Long-term payables
Other non-current liabilities
Trade and other payables
Short-term borrowings
Short-term debenture
At 31 December 2010 (Restated)
Long-term bank borrowings
Long-term payables
Other non-current liabilities
Trade and other payables
Short-term borrowings
Short-term debenture
Less than
1 year
899,308
32,149
23,573
327,154
77,146
600,458
471,626
32,038
22,091
297,720
76,902
612,180
Between
1 and 2
years
618,481
32,419
21,273



950,320
32,278
21,273


Between
2 and 5
years
892,872
99,393
53,473



1,064,759
98,809
53,473


Over 5
years
496,555
654,275
65,598



639,677
671,105
70,696


Total
2,907,216
818,236
163,917
327,154
77,146
600,458
3,126,382
834,230
167,533
297,720
76,902
612,180
  • (d) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and noncurrent borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

109

The Group’s strategy is to maintain a gearing ratio of about 40% - 60%. The gearing ratio of the Group is as follows:

30 June 31 December
2011 2010
Total borrowings 3,350,605 3,462,620
Less: Cash and cash equivalents (510,139) (539,430)
Net debt 2,840,466 2,923,190
Total equity 3,558,885 3,576,169
Total capital 6,399,351 6,499,359
Gearing ratio 44% 45%
  • (e) Fair value estimation

Long-term borrowings, long-term payable, and debentures that are not traded in an active market, are estimated at fair value that is determined by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar cash flows.

9 SIGNIFICANT RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

  • (a) Related parties that have controlling relationship
Relationship with Type of Legal
Name of related party Registration address Principal activities the Company enterprise representative
Tianjin Municipal Investment Tianjin, the PRC Development, Controlling Limited company Xiong Guang Yu
Company Limited (“TMICL”) construction and shareholder of
management of the Company
municipal infrastructures
Tianjin Infrastructure Tianjin, the PRC Investment and construction of Ultimate holding Limited company Wang Zhou Xi
Construction Investment Group urban environmental company
Co., Ltd. (“TICIG”) infrastructure, market
establishment and development
services, lease of private properties,
lease of infrastructures, and
development and operation of
public facilities projects
Qu Jing Capital Water Co., Ltd. Qujing, the PRC Sewage processing, Subsidiary of the Limited company Zhao Yi
tap water supply Company
Gui Zhou Capital Water Co., Ltd. Guizhou, the PRC Sewage processing Subsidiary of the Limited company Zhao Yi
Company
Fu Yang Capital Water Co., Ltd. Fuyang, the PRC Sewage processing Subsidiary of the Limited company Zhao Yi
Company
Bao Ying Capital Water Co., Ltd. Baoying, the PRC Sewage processing Subsidiary of the Limited company Zhao Yi
Company
Chi Bi Capital Water Co., Ltd. Chibi, the PRC Sewage processing Subsidiary of the Limited company Wang Hui
Company

110 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

Relationship with Type of Legal
Name of related party Registration address Principal activities the Company enterprise representative
Hong Hu Capital Water Co., Ltd. Honghu, the PRC Sewage processing Subsidiary of the Limited company Zhang Wen Hui
Company
Tianjin Capital Environmental Hong Kong, Sewage processing Subsidiary of the Limited company Lin Wen Bo
Protection (Hong Kong) Co., Ltd. the PRC Company
Hang Zhou Tianchuang Hangzhou, the PRC Sewage processing Subsidiary of the Limited company Zhao Yi
Capital Water Co., Ltd. Company
Wen Deng Capital Water Co., Ltd. Wendeng, the PRC Sewage processing Subsidiary of the Limited company Zhao Yi
Company
Tianjin Jing Hai Capital Water Tianjin, the PRC Sewage processing Subsidiary of the Limited company Yang Guang
Co., Ltd. Company
Tianjin Water Recycling Co., Ltd. Tianjin, the PRC Product ion and sales of Subsidiary of the Limited company Tang Fu Sheng
recycled water and Company
technical consulting for
water recycling business
Xi’an Capital Water Co., Ltd. Xi’an, the PRC Sewage processing Subsidiary of the Limited company Zhao Yi
Company
Tianjin Kaiying Environmental Tianjin, the PRC development and consultance of Subsidiary of the Limited company Zhang Wen Hui
Engineering Technology environmental product and Company
Consultant Co., Ltd. technology
Anguo Capital Water Co., Ltd. Anguo, the PRC Sewage and tap water Subsidiary of the Limited company Li Yu Qing
Company
Wuhan Tianchuang Environmental Wuhan, the PRC Sewage and tap water Subsidiary of the Limited company Zhao Yi
Protection Co.,Ltd processing Company
Tianjin Capital New Materials Tianjin, the PRC Production and sales of Subsidiary of the Limited company Fu Ya Na
Co., Ltd. new types of construction Company
Tianjin Capital Water Co., Ltd. Tianjin, the PRC Sewage processing, Subsidiary of the Limited company Yang Guang
Company
Tianjin Zichuang Project Tianjin, the PRC Construction project investment Subsidiary of the Limited company Lin Wen Bo
Investment Co., Ltd. Company
Tianjin Jinning Capital Water Tianjin, the PRC Sewage processing, Subsidiary of the Limited company Li Yu Qing
Co., Ltd. Company
Environmental Digital Hongkong, the PRC Sofeware development, Subsidiary of the Limited company Zhong Wei Liang
Management System environment monitoring Company
(Hongkong) Co., Ltd. and consultance &
maintainance service
Tianjin Jiayuanxinchuang New Tianjin, the PRC development & consultance of Subsidiary of the Limited company Tang Fu Sheng
Energy Technology Co., Ltd new energy technology company

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

111

(b) Registerred capital of related parties that has controlling relationship and their movements

31 December
2010
TMICL
1,820,000
TICIG
67,700,000
Qu Jing Capital Water Co., Ltd.
120,000
Gui Zhou Capital Water Co., Ltd.
100,000
Tianjin Water Recycling Co., Ltd.
100,000
Tianjin Capital New Materials Co., Ltd.
37,500
Fu Yang Capital Water Co., Ltd.
63,000
Bao Ying Capital Water Co., Ltd.
38,000
Chi Bi Capital Water Co., Ltd.
35,000
Hong Hu Capital Water Co., Ltd.
20,000
Hang Zhou Tianchuang Capital Water Co., Ltd.
257,445
Wen Deng Capital Water Co., Ltd.
52,000
Tianjin Jing Hai Capital Water Co., Ltd.
12,000
Xi’an Capital Water Co., Ltd.
270,000
Tianjin Kaiying Environmental Engineering
Technology Consultant Co., Ltd.
2,000
Anguo Capital Water Co., Ltd.
41,000
Wuhan Tianchuang Environmental Protection Co., Ltd
103,240
Tianjin Capital Water Co., Ltd.
5,000
Tianjin Zichuang Project Investment Co., Ltd.
23,400
Tianjin Jinning Capital Water Co., Ltd.
15,000
Tianjin Jiayuanxingchuang Co,. Ltd

31 December
2010
USD’000
Tianjin Capital Environmental Protection
(Hong Kong) Co., Ltd.
7,840
HK$’000
Environmental Digital Management System
(HongKong) Co., Ltd.
2,040
30 June
Additions
2011

1,820,000

67,700,000
28,000
148,000

100,000

100,000

37,500

63,000
15,000
53,000

35,000

20,000

257,445

52,000

12,000

270,000
3,000
5,000

41,000

103,240

5,000

23,400

15,000
10,000
10,000
30 June
Additions
2011
USD’000
USD’000

7,840
HK$’000
HK$’000

2,040
30 June
Additions
2011

1,820,000

67,700,000
28,000
148,000

100,000

100,000

37,500

63,000
15,000
53,000

35,000

20,000

257,445

52,000

12,000

270,000
3,000
5,000

41,000

103,240

5,000

23,400

15,000
10,000
10,000
30 June
Additions
2011
USD’000
USD’000

7,840
HK$’000
HK$’000

2,040
30 June
2011
USD’000
7,840
HK$’000
2,040

112 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

(c) Share or equity of the Company held by controlling shareholder and its movements

31 December 2010 Reduction for the year 31 December 2011
Amount % Amount % Amount %
TMICL 739,781 51.83 739,781 51.83
  • (d) Related party transactions

In addition to the related party information shown elsewhere in the financial statements, the following is a summary of significant related party transactions within the Group of TICIG entered into in the ordinary course of the business between the Group and its related parties during the year:

  • (i) Income
Unaudited Unaudited
For the For the
six months six months
ended ended
30 June 30 June
Related party Nature of transaction 2011 2010
Tianjin Ziya Recycling Construction revenue from sewage
Economy Industry water processing plant 26,069
Investment &
Development Co., Ltd.
TICIG Rental income from TCEP building 1,912 3,230
Tianjin City Infrastructure Rental income from TCEP building 364
Construction Project
Management &
Consultant Co., Ltd.
Tianjin City Resource Rental income from TCEP building 344
Operation Co., Ltd.
Tianjin Ziya Recycling Management fee from 970 2,380
Economy Industry construction projects
Investment &
Development Co., Ltd.

The Group’s pricing on construction contract service with related parties is based on the reference price for construction market stipulated by government. Rental income from related parties are negotiated by both parties involved in the lease and by making reference to the market price.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

113

  • (ii) Key management compensation
Unaudited Unaudited
For the For the
six months six months
ended ended
30 June 30 June
2011 2010
Key management compensation 3,844 4,200
  • (e) Transactions/ balances with other state owned enterprises in the PRC

The Group operates in an economic environment currently predominated by enterprises directly or indirectly owned or controlled by the PRC government (hereinafter collectively referred to as “state-controlled entities”).

During the year, the Group’s significant transactions with these state controlled entities include processing of sewage water and construction and management of related facility and processing of tap water. As at year end, majority of the Group’s cash and bank balances and borrowings are with state controlled banks and listed banks.

10 COMMITMENTS

The Group’s capital commitments at the balance sheet date in respect of construction projects are as follows:

Contracted but not
provided for
31 June
31 December
2011
2010
Rmb’ million
Rmb’ million
Sewage water processing plants in:
– Bao Ying
30

– Jin Ning
8

– Ji Zhuang Zi (upgrade project)
41
59
– Xian Yang Lu (upgrade project)
21
29
– Bei Cang (upgrade project)
21
26
– Dong Jiao (upgrade project)
31
52
Water recycling plants in:
– Ji Zhuang Zi (expansion project)


Other Projects:
– Jia Yuan Xing Chuang Culture
Center energy station
102

254
166
Authorised but not
contracted for
31 June
31 December
2011
2010
Rmb’ million
Rmb’ million


17



1
2
1
1
68
69

35
287

374
107
Authorised but not
contracted for
31 June
31 December
2011
2010
Rmb’ million
Rmb’ million


17



1
2
1
1
68
69

35
287

374
107
107

114 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

IX. PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

The Company and its subsidiaries did not purchase, sell or redeem any of the listed securities of the Company during the reporting period.

X. AUDIT COMMITTEE

On 31 July 2001, the Board approved the establishment of the Audit Committee to review and supervise the Company’s financial reporting procedure and internal controls. The Audit Committee comprises the independent non-executive Directors, Mr. Xie Rong, Mr. Di Xiaofeng and Ms. Lee Kit Ying, Karen. The Audit Committee, together with the management of the Group, have reviewed the accounting principles and practices adopted by the Group and discussed with the management of the Group the internal controls and financial reporting matters including the review of the unaudited interim results and the Interim Report. The Audit Committee agreed with the accounting principles, standards and methods adopted in the preparation of the Group’s unaudited interim accounts for the six months ended 30 June 2011.

XI. CODE ON CORPORATE GOVERNANCE PRACTICES

None of the Directors is aware of any information that would reasonably indicate that the Company is not or was not, for any part of the reporting period, in compliance with the code provisions of the Code on Corporate Governance Practices as set out in the Appendix 14 to the Listing Rules.

XII. MODEL CODE FOR SECURITIES TRANSACTIONS BY THE DIRECTORS

The Company has adopted a code of conduct regarding the securities transactions by the Directors and Supervisors on the terms exactly the same as the required standard as set out in the Model Code for Securities Transactions by Directors of Listed Issuers as set out in the Appendix 10 to the Listing Rules. The Company, having made specific enquiries to all the Directors and Supervisors, confirmed that all the Directors and Supervisors have complied with the code of conduct regarding the securities transactions by the Directors and Supervisors during the reporting period.

Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report

115

XIII. DOCUMENTS AVAILABLE FOR INSPECTION

  1. Financial statements signed and sealed by the legal representative, officer in charge of the accounting work (Chief Accountant) and officer in charge of the accounting department (person in charge of accounting) of the Company.

  2. Original copies of the documents and announcements of the Company which were publicly disclosed on newspapers designated by the CSRC during the reporting period.

  3. Interim Report 2011.

Tianjin Capital Environmental Protection Group Company Limited Zhang Wenhui

Chairman

  • 24 August 2011

116 Tianjin Capital Environmental Protection Group Company Limited ◆ 2011 Interim Report