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Presentation on theme: "Disclaimer: The information contained in this document is intended only for use during the presentation and should not be disseminated or distributed to."— Presentation transcript:

1 Disclaimer: The information contained in this document is intended only for use during the presentation and should not be disseminated or distributed to parties outside the presentation. August 11, 2010

2 2 Contents Part I – 1st Half 2010 Financial Results and Outlook 1.Financial Performance 2.Outlook Part II – Acquisition of Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd 3.Transaction Overview 4.Target Overview 5.Transaction Rationale 6.Financing Structure & Impact on CMHP 7.Conclusion

3 3 1. Financial Performance

4 4 Financial Highlights Net Profit Proposed Interim Dividend Free Cash flow EPS (diluted) EPS (basic) HK$173 million 27.54 HK cents 20.24 HK cents HK$317 million 2.0 cents 7% 1% 7% 10%

5 5 Profit & Loss Statement 1H2010 (HK$ million) 1H2009 (HK$ million) Change (%) Revenue5574  25 Subsidy Income834  77 Share of Results of Jointly-controlled Entities122130  7 Gain on Disposal of Interest in Luomei Highway 41-  100 Profit Before Tax178169  5 Profit After Tax173162  7 EPS (Basic)27.54 HK cents27.84 HK cents  1 EPS (Fully Diluted)20.24 HK cents18.99 HK cents  7 The Group’s basic and diluted EPS is based on the weighted average no. of ordinary shares in issue of the Company as follows: Basic EPS : 1H2010 : 627,896,000 (1H2009 : 582,635,000 ) Diluted EPS : 1H2010 : 854,283,000 (1H2009 : 854,197,000 )

6 6 Revenue Business Segment 1H2010 (HK$ million) 1H2009 (HK$ million) Change (%) Toll Road Operations4.05.9  31 Property Development & Others51.568.5  25 Total55.574.4  25 Property Development & Others business segment accounts for 92.8% of the total revenue in 1H2010. Toll Road Operations contributes the balance 7.2%. Toll revenue from the Group’s toll road joint ventures are not included in Group revenue as they are accounted for as jointly controlled entities using the equity method. PBT Business Segment 1H2010 (HK$ million) 1H2009 (HK$ million) Change (%) Toll Road Operations184.0181.4  1 Property Development & Others(6.1)(12.1)  50 Total177.9169.3  5

7 7 Balance Sheet Highlights & Key Financial Indicators 30 Jun 2010 (HK$ million) 31 Dec 2009 (HK$ million) Total Assets3,9734,006 Shareholders’ Equity3,8613,817 Cash and Cash Equivalents1,3261,012 Total Debt6528 Net Cash* (HK$ million)1,261984 NAV per share - based on issued share capital at end of the period**HK$4.57HK$4.59 - assuming all RCPS had been converted***HK$4.52HK$4.47 Return on Assets**** (%)4.4%+4.9% Return on Equity***** (%)4.5%+5.1% Dividend per share (Singapore cents) - Interim2.02.5 *Cash and cash equivalents less total debt **Net assets less redemption value of RCPS / no. of ordinary shares in issue (718 million) ***Net assets after all the RCPS had been converted / no. of ordinary shares in issue (854 million) ****Net Profit/Total Assets *****Net Profit / Shareholders’ Equity +For half year ended 30 June 2010

8 8 Free Cash Flow 1H2010 (HK$ million) 1H2009 (HK$ million) Profit Before Tax178169 Depreciation11 Share of results of toll road joint ventures(122)(130) Other items(60)(18) Working capital changes(9)51 Tax paid(21)(14) Operating Cash Flow(33)59 Add Dividends received from toll road joint ventures285217 Proceeds from repayment of loans granted to toll road joint ventures 6575 Free Cash Flow317351

9 9 Traffic Volume and Revenue By Toll Road Traffic Volume per roadToll Revenue per road 1H20101H2009Change1H20101H2009Change ’000 VehiclesRMB million Guiliu Expressway2,1091,877 12.4% 214136 57.1% Guihuang Highway9,7818,673 12.8% 103106  2.9% Yuyao Highway7,7966,029 29.3% 6143 43.4% Total19,68616,579 18.7% 378285 32.8%

10 10 PBT by Toll Road HK$’000 1H20101H2009 Share of Results Subsidy Income Total Share of Results Subsidy Income TotalChange % Jointly Controlled Entities Guiliu Expressway44,440- 46,50426,60273,106  39.2 Guihuang Highway64,8887,87572,76375,6757,24982,924  12.3 Yuyao Highway12,471- 8,093- 54.1 121,7997,875129,674130,27233,851164,123  21.0 Infrastructure Joint Venture Luomei Highway--1,801--4,377n.m. Other Revenue & Expenses--11,169--12,843n.m. Gain on Disposal of Interest in Luomei Highway --41,314--- 100 Total121,7997,875183,958130,27233,851181,343 1.4

11 11 2. Outlook

12 12 FY2010 Outlook  Toll Road Business – Will continue to deliver steady earnings this year.  Property Development Business – Residential property market in New Zealand remains challenging.

13 13 Dividend Policy Dividend per share (Singapore Cents) Payout ratio FY2009: 79% FY2008: 55% FY2007: 54% FY2006: 58% FY2005: 64% Company will maintain the target annual dividend payout ratio of at least 50% of CMHP’s net profit after tax for FY2010

14 14 3. Transaction Overview

15 15 Acquisition of Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd  Acquisition of a 51% equity stake from China Merchants Group Limited (“CMG”) in Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd (“Yongtaiwen Expressway Co”) (the “Acquisition”), which owns the rights to operate the 138km Wenzhou Yongtaiwen Expressway (Wenzhou Section) (“Yongtaiwen Expressway”) in Zhejiang Province, PRC  Purchase consideration for the 51% equity stake is RMB 2.23 billion (HK$ 2.56 billion) while the independent valuer's (Savills) valuation as at December 31, 2009, is approximately RMB 2.34 billion (HK$ 2.68 billion)  CMHP intends to utilise up to approximately HK$1.0 billion of its cash reserve and raise approximately another HK$1.5 billion via a combination of debt and equity to satisfy the purchase consideration for the Acquisition  Bank of America Merrill Lynch and DBS Bank are the Joint Financial Advisors to CMHP in respect of the Acquisition Transaction Structure Before CMG Yongtaiwen Expressway Co Zhejiang Communications Wenzhou Investment Yongtaiwen Expressway 15%34%51% After CMHP Yongtaiwen Expressway Co Zhejiang Communications Wenzhou Investment Yongtaiwen Expressway 15%34%51%

16 16 Key Approvals  Very Substantial Acquisition (VSA): Pursuant to Rule 1006 of the SGX-ST Listing Manual, the Acquisition constitutes a very substantial acquisition for CMHP as defined in Chapter 10 of the SGX-ST Listing Manual  Interested Person Transaction (IPT): As China Merchants Group (CMG) is the ultimate holding company of CMHP, the Acquisition also constitutes an interested person transaction under Chapter 9 of the SGX Listing Manual  Approvals: CMHP needs to convene an EGM to seek independent shareholders’ approval for the Acquisition – CMG and its associates will abstain from voting – Independent Directors of CMHP to make recommendation to independent shareholders on the Acquisition – Independent Directors will be advised by ANZ  Other approvals: Relevant PRC authorities’ approvals and SGX-ST approval for the Acquisition

17 17 4. Target Overview

18 18 Background and Business Overview of Yongtaiwen Expressway Co  Yongtaiwen Expressway Co is a company incorporated in the PRC which owns the rights to operate Yongtaiwen Expressway with a remaining concession period of approximately 20 years  Yongtaiwen Expressway is a four-lane carriageway (dual-2) located in Wenzhou Municipality, connecting with Taizhou Municipality in the east and Fujian Province in the west  Yongtaiwen Expressway comprises the East Section (length of 63.3km) and the West Section (length of 74.9km). The expressway commenced operations in 2002 and has approximately 20 years remaining in its concession period  The profit sharing ratio in Yongtaiwen Expressway Co is determined by the proportionate equity interest held by each equity holder LocationWenzhou Municipality, Zhejiang Province, PRC No. of road sectionsEast Section and West Section Length (kilometres) Total 138.2 kilometres (63.3 kilometres and 74.9 kilometres) ClassificationExpressway Access controlFull Control Direction / lanesTwo directions, 2 lanes each direction Design speed (km/h)80 / 100 Design capacity (vehicles per day)60,000 Concession period (years)28 years and 9 months Year of commencement1 January 2002 Year of expiry30 September 2030

19 19 Overview of Wenzhou Yongtaiwen Expressway Co. Ltd Gross ProfitRevenue (1) (RMBmm) CAGR of 4.9% Net ProfitProfit Before Tax (RMBmm) The target asset has shown good revenue and net profit growth over the past 3 years, even during the height of the financial crisis (RMBmm) (Margin) Source: Company announcement

20 20 5. Transaction Rationale

21 21 Transaction Rationale Enhanced Size and Profitability Reasonable Valuation & EPS Accretive High Quality of Target Asset with Stable Fundamentals Strong Heritage and Support from Parent CMG 1 2 3 4

22 22 Post-transaction Profile 1 Post-Transaction Profile Enlarged China Merchants Holdings (Pacific) Limited (Proforma 2009: Revenue HK$1,277mm, Total Length of Toll Roads Operated 412km, Average Toll Road Remaining Concession Period of 16.5 Years) Other Businesses Universal Homes Limited (New Zealand) - 100.0% (Property Development Business) Other Companies (New Zealand and China) - 100.0% (Other Businesses) Toll Road Business Guiliu Expressway - 40.0% (Contribution to CMHP Profits before Tax HK$92mm, Length 139km, Guangxi Zhuang, Remaining Concession Period of 14 Years) Guihuang Highway - 60.0% (Contribution to CMHP Profits before Tax HK$135mm, Length 39km, Guizhou Province, Remaining Concession Period of 17 Years) Yuyao Highway - 60.0% (Contribution to CMHP Profits before Tax HK$16mm, Length 96km, Zhejiang Province, Remaining Concession Period of 15 Years) Yongtaiwen Expressway - 51.0% (Revenue HK$1,067mm, Profits before Tax HK$471mm, Length 138km, Zhejiang Province, Remaining Concession Period of 20 Years) Length of Toll Roads Operated Average Concession Remaining Increase from Acquisition: 50% Increase from Acquisition: 8.6% Source: Company website, Company filings

23 23 Significant Enhancement in Portfolio Size and Profitability Total Assets 2009 Earnings 2009 Sales The acquisition of the target asset would significantly enhance CMHP’s portfolio size and profitability (1) Increase from Acquisition: 181% Increase from Acquisition: 506% Increase from Acquisition: 58% (2) 1 Increase from Acquisition: 39% Fully Diluted EPS Accretion: 35.4%Accretion: 38.8% Source: Company filings (1) Excludes share of associated profit (2) Consideration financed by (i) Plan 1, internal cash (HKD1.0bn) and debt (HKD1.5bn at interest rate of 5.9%), and (ii) Plan 2, internal cash (HKD1.0bn), equity placement (HKD0.6bn - 20% of issued capital placed at SG$0.81 per share) and debt (HK0.9bn at interest rate of 5.9%). Financing terms are illustrative only and may not represent actual terms

24 24 High Quality of Target Asset 2  Strategically located in Wenzhou Municipality connecting with Taizhou Municipality in the east and Fujian Province in the west  Part of China’s National Expressway System connecting Tongjiang of Heilongjiang Province and Sanya of Hainan Province serving the north-south coastal traffic demand  One of the major transportation corridors of the highway system in the region, and will benefit substantially from the healthy trend in regional economic and vehicle population growths  Compounded annual growth in traffic flow, revenue and profit after tax and minority interests of approximately 9.1%, 4.9% and 5.0% respectively from FY2007 to FY2009 Key Expressway in the Rapidly Developing Zhejiang Province Highlights of the Growth and Strategic Importance of Zhejiang Province  GDP growth in average of more than 13% per annum (1) in Zhejiang Province, Wenzhou Municipality, Taizhou Municipality, and Fujian Province, over the period of 2000 to 2009  Total population of about 47 million and GDP of RMB 2.283 trillion in 2009  Vehicle ownership grew in average more than 20% per annum from 2002 to 2008 (2)  Rapid growth of both the regional economy and vehicle ownership has placed a heavy demand on the transportation infrastructure system (1) Page 9 of Traffic Consultant’s Report - Statistic Year Books of Zhejiang and Fujian Provinces, Wenzhou and Taizhou Municipalities (2) Page 10 of Traffic Consultant’s Report – Statistic Year Books of Zhejiang Province

25 25 Zhejiang Province Provides for Solid Industry Fundamentals GDP (1) Vehicle Ownership (2) Passenger Traffic (3) Freight Volume (3) 2 (1) Page 9 of Traffic Consultant’s Report – Statistic Year Books of Zhejiang and Fujian Provinces, Wenzhou and Taizhou Municipalities (2) Page 10 of Traffic Consultant’s Report – Statistic Year Books of Zhejiang Province (3) Page 21 of Traffic Consultant’s Report – Zhejiang Province Statistical Yearbook CAGR of 15.9% CAGR of 20.7% CAGR of 6.4% CAGR of 8.8%

26 26 Reasonable Valuation & EPS Accretive 3 Financial Impact (FY2009)Reasonable Valuation Savills Price for 51% Purchase Price for 51% RMB2,336mm RMB2,230mm 5% discount  Stake sold at a 5% discount to Savills’ valuation  Reasonable purchase price of the asset can also be seen in the reasonable multiples 2009 Diluted EPS Accretion: 35.4%Accretion: 38.8% 2009A P/NAV (1) 2009A P/E (1) (x) Peer Average: 17.3x Peer Average: 2.0x (1)Source: Company filings and Factset as of August 6, 2010

27 27  Founded in 1872, the oldest mainland China enterprise operating in Hong Kong with a history of almost 140 years  Main business activities cover Hong Kong, China and Southeast Asia  Top 10 state-owned enterprise in the PRC  2009 annual profit of RMB17.3bn with a year-over-year increase of 22.6% (Ranked #7 among all central state- owned enterprises)  In 2009, consolidated total assets amounted to over US$39bn and total assets under management of US$333bn  Main businesses include: – Transportation and related infrastructure (Ocean shipping, toll roads, port investment and management and logistics) – Banking and securities and asset management – Property development and management – Development of industrial parks  Major/controlling shareholder in 9 listed companies with a combined market capitalization of US$36.4bn  Leading investor and operator of toll roads in China with investments in 25 toll roads, bridges and tunnels with more than 5,000 km in over 18 provinces, autonomous regions and municipalities (~8% market share of China’s highway market)  Investments in 14 listed toll roads companies  Indirect controlling shareholder of CMHP, the largest toll road company listed on the Singapore Stock Exchange CMGHuajian Transportation Economic Development Center Strong Heritage and Support from Parent CMG 4

28 28 6. Financing Structure & Impact on CMHP

29 29 Purchase Consideration and Indicative Financing Structure (1) HK$2,533m Acquisition of 51% stake in Wenzhou Yongtaiwen Co HK$1,000m Internal cash HK$1,533m Debt Funding RequirementPlan I: Cash + Debt HK$644m Equity (2) Plan II: Cash + Debt + Equity HK$889m Debt HK$1,000m Internal cash (1) Figures taken from the “pro forma financial effects” section of the announcement (2)Assumes 144m (20%) Share Placement at S$0.81 per share, being the fully diluted NAV per share as at 31 December 2009 The financing terms herein are illustrative only and may not represent the actual terms  Plan I: The Transaction will be funded by internal cash and debt financing  Plan II: Part of the debt will be replaced by equity through an Equity Fund Raising (EFR)

30 30 Financial Impact from Financing Structure Total Debt/EBITDA (1)(4) Total Debt/Total Capitalization (1) EBITDA/Interest Expense (1)(4) Shareholding Structure The acquisition of the target asset would significantly enhance CMHP’s portfolio size and profitability Source: Company filings (1)Accounted for on a fully consolidated basis (2) Consideration financed by (i) Plan 1, internal cash (HKD1.0bn) and debt (HKD1.5bn at interest rate of 5.9%), and (ii) Plan 2, internal cash (HKD1.0bn), equity placement (HKD0.6bn - 20% of issued capital placed at SG$0.81 per share) and debt (HK0.9bn at interest rate of 5.9%). Financing terms are illustrative only and may not represent actual terms (3)Free cash flow is calculated as operating cash flow plus investing cash flow (4)Consolidated EBITDA includes contributions from JCEs in the form of dividend distribution and consolidates 100% of Target EBITDA (2) CurrentPlan IPlan II Shareholding Structure (Fully diluted with full RCPS conversion ) Assumes 144m (20%) Shares Placement for Plan II Shareholding Structure

31 31 7. Conclusion

32 32 CMHP is a Unique and Attractive Investment Solid fundamentals of the PRC toll road industry Quality toll road assets and experienced management team Continued and strong support from CMG Healthy dividend play and strong earnings growth potential

33 33 Thank you

34 34 Disclaimer This presentation may contain forward-looking statements regarding, among other things, the Company’s outlook, business and strategy which are current as of the date they are made. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such statements. You are cautioned not to place undue reliance on these forward-looking statements which are based on the current views of Company’s Management on future developments and events.


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