Guangdong Provincial Expressway Development Co., Ltd.
2013 Annual Report
March 2014
1 I. Important Notice, Table of Contents and Definitions
The Board of Directors and the directors, Supervisory Committee and supervisors and Senior Executives of the Company hereby warrant that at the year of 2010, there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.
All the directors attended the board meeting for reviewing the Annual Report. The profit distribution proposal reviewed and approved by the boarding meeting was summarized as follows: Based on the Company‘s total share capital as at December 31, 2013, the Company would distribute cash dividend to all the shareholders at the rate of CNY 0.5 for every 10 shares (with tax inclusive) and no reserve would be converted into share capital Mr. Zhu Zhanliang, The Company leader, Mr. Xiao Laijiu, General Manager, Mr. Yun Junwu, Chief financial Officer and Ms. Liu Xiaomei, the person in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this annual report.
2 Table of Contents
2013 Annual Report
6.Important Notice, Table of contents and Definitions
II. Basic Information of the Company
III. Summary of Accounting Highlights and Business Highlights
IV. Report of the Board of Directors
V. Important Events
VI. Change of share capital and shareholding of Principal Shareholders
VII. Information about Directors, Supervisors and Senior Executives
VIII. Administrative structure
IX.Internal Control
X. Financial Report
XI. Documents available for inspection
3 Definition
Refers Terms to be defined Definition to
Refers The Company /This Company Guangdong Provincial Expressway Development Co.,Ltd. to
Refers Guangfo The controlling subsidiary Guangfo Expressway Co., Ltd. to
Refers Fokai The controlling subsidiary Fokai Expressway Co., Ltd. to
Refers Guangdong Expressway Technology Investment Co., a wholly-owned Technology Company to subsidiary of the Company
Refers The controlling parent Company， Guangdong Communication Group Communication Group to Co., Ltd.
4 Reminder about Important Risks
The toll revenues of Expressway is main source of the major business income of the company , The charge standard of vehicle toll must be submitted to the same level people's government for review and approval after the transport regulatory department of province, autonomous region or municipality directly under the central government in conjunction with the price regulatory department at the same level consented upon examination. Therefore, the adjustment trend of the charge price and the charge price if has the corresponding adjustment in the future price level when the cost of the company rises still depend on the approval of relevant national policies and government departments, and the company isn't able to make timely adjustment to the charge standard in accordance with the its own operation cost or the change of market supply demand. So, the change of charge policy and the adjustment of charge standard also have influence on the expressways operated by the company to some extent. So, the charging policy changes and charges adjustment will affect the highways operation of the company.
5 II. Basic Information of the Company
I.Company Information
Stock abbreviation: Guangdong Expressway A,B Stock code： 000429,200429 Stock exchange for Shenzhen Stock Exchange listing： Name in Chinese 广东省高速公路发展股份有限公司 Abbreviation of Registered Company Guangdong Expressway Name in Chinese Company name in foreign Guangdong Provincial Expressway Development Co.Ltd. language (if any) Short form of the Company name in foreign GPED language (if any) Legal Representative Zhu Zhanliang Registered address 85 Baiyun Road, Guangzhou, Guangdong Province Postal code of the 510100 Registered Address 45-46/F, Litong Plaza, No.32, Zhujiang East Road, Zhujiang New City, Tihe Disrtict , Office Address Guangzhou Postal code of the office 510623 address Internet Web Site www.gpedcl.com E-mail [email protected] 2. Contact person and contact manner Board secretary Securities affairs Representative Name Zuo Jiang Feng Xinwei 45/F, Litong Plaza, No.32, Zhujiang 45/F, Litong Plaza, No.32, Zhujiang Contact address East Road, Zhujiang New City, Tihe East Road, Zhujiang New City, Tihe Disrtict , Guangzhou Disrtict , Guangzhou Tel 020-29004609 020-29004522 Fax 020-38787002 020-38787002 E-mail [email protected] [email protected]
6 3. Information disclosure and placed
Newspapers selected by the Company for Securities Times, China Securities, Shanghai Securities Daily and information disclosure Hongkong Commercial Daily. Internet website designated by CSRC for publishing the Annual report of the www.cninfo.com.cn Company The place where the Annual report is Securities affair Dept of the Company prepared and placed
4.Changes in Registration
Number of Taxation Date of Authority Registered Business License Organization Registration Registration with of Enterprise as Code No.: Legal Person 4/F,Dongjian Building, No.503, Dongfeng 4401021903 Initial registration February 9, 1993 Zhong Road, 19035210-2 19035210-2 52102 Guangzhou, Guangdong Province Registration at the 85 Baiyun Road, 44000040000692 4401021903 end of the February 4, 2013 Guangzhou, Guangdong 19035210-2 1 52102 reporting period Province Changes in principal business No changes activities since listing (if any) In accordance with Cai Guan Zi (2008) No. 109 Document of Ministry of Finance and Yue Ban Han (2000) No. 574 Document of General Office of Guangdong People's Government, the state-owned shares of Guangdong Expressway originally entrusted to Guangdong Expressway Company Changes is the controlling (now renamed as "Guangdong Provincial Expressway Co., Ltd.") for shareholder in the past (is any) management were transferred to Guangdong Communication Group Co., Ltd. for holding and management in November 2000. After the transfer of state-owned shares, Guangdong Communication Group Co., Ltd. became the largest shareholder of the Company. The nature of equity was defined as state-owned shares.
V. Other Relevant Information
CPAs engaged Name of the CPAs Guangdong Zhengzhong Zhujiang Certified Public Accountants Co., Ltd.
7 Office address： 10/F,Yuehai Group Building, No.555 Dongfeng East Road, Guangzhou Names of the Certified Public Wang Shohua, Yao Jing Accountants as the signatiries The sponsor performing persistant supervision duties engaged by the Company in the reporting period. □ Applicable√ Not applicable
The Financial advisor performing persistant supervision duties engaged by the Company in the reporting period □ Applicable√ Not applicable
8 III. Summary of Accounting Highlights and Business Highlights
I.Summary of accounting /Financial Data
May the Company make retroactive adjustment or restatement of the accounting data of the previous years due to change of the accounting policy and correction of accounting errors. □ Yes √ No Changed over last 2013 2012 2011 year（％） Operating Gross income 1,327,506,119.78 1,105,716,815.29 20.06% 1,078,042,712.93 （RMB） Net profit attributable to the shareholders of the listed 127,777,721.75 175,789,745.82 -27.31% 216,786,205.90 company（RMB） Net profit after deducting of non-recurring gain/loss attributable to the 71,552,326.17 191,530,047.82 -62.64% 286,705,848.68 shareholders of listed company（RMB） Net Cash flow generated by 757,451,778.50 621,175,533.82 21.94% 620,308,115.39 business operationRMB） Basic EPS(RMB /share) 0.1 0.14 -28.57% 0.17 Diluted EPS(RMB /share) 0.1 0.14 -28.57% 0.17 Weighted average ROE（%） 3.01% 4.2% -1.19% 5.18% End of End of Changed over last End of
2013 2012 year（％） 2011 Gross assets（RMB） 12,694,475,514.01 13,154,565,539.37 -3.5% 11,802,427,175.92 Net asseta attributable to Shareholders‘ equity 4,237,999,072.46 4,268,859,963.87 -0.72% 4,115,126,105.45 attributable to shareholders of the listed company（RMB） II.Items and amount of deducted non-current gains and losses Unit:RMB
Items Amount in 2013 Amount in 2012 Amount in 2011 Notes Gain/loss from disposal of non-current assets, including the part -23,918,178.20 -29,263,511.64 -139,905,294.59 offset with the provision for impairment of assets
9 Governmental Subsidy accounted as current gain/loss, except for those subsidies at with amount or quantity 450,000.00 100,000.00 371,600.00 fixed by the national government and closely related to the Company‘s business operation. Gain/loss on non-monetary asset swap 13,323,796.97 Income from the exceeding part between investment cost of the Company paid for obtaining subsidiaries associates and 3,493,826.63 joint-ventures and recognizable net assets fair value attributable to the Company when acquiring the investment. Single impairment test for impairment of receivables transferred back to 142,376.38 985,513.61 preparation Operating income and expenses other -1,263,509.69 915,440.21 10,293,027.15 than the aforesaid items Less:Amount of influence of income -36,651,119.93 -7,065,938.88 -33,372,825.39 tax Amount of influence of minority -27,488,339.94 -5,299,454.17 -24,962,685.66 interests(after tax) Total 56,225,395.58 -15,740,302.00 -69,919,642.78 -- For the Company‘s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Compaines Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason. □ Applicable√ Not applicable
10 IV. Report of the Board of Directors
I. General
In 2013, with the general strategic vision of ―Bigger and Stronger, Do Best and Do Most Substantive‖, the Board of Directors has actively implemented all the resolutions made by the general meeting of shareholders, conscientiously performed their duties and led the management team of the company, in order to fully seek long-term development for the enterprise under the tough macro-policy condition. 1. Proceed with the preparation of strategy and boost the diversification and development for the enterprise. 2. Make investments in the financial business and train financial staff for profession. The Board of Directors has Examined and adopted the ―Proposal on the Company Increasing its Investment in Guangdong Yueke Technology Petty Loan Co., Ltd..‖, and agreed the company to invest its own funds of RMB200 million in Guangdong Yueke Technology Petty Loan Co., Ltd., which accounts for 20% of stake in Guangdong Yueke Technology Petty Loan Co., Ltd..
3. Develop the land resources along the expressway to realising new profit growth. The Board of Directors agreed Fokai company to invest its shares, 84.81 mu of land and the superstructure (including office buildings, dormitories, kitchen, garage, etc.) of Management Area of Zhishan Toll Station at a price of RMB19,907,400 into Asia Kitchen & Bath City Co., Ltd. These shares will be involved in the development of Phase I project of Asian Kitchen & Bath City Co., Ltd.when the investment is up to 15% of equity ratio after increasing its investment in Asian Kitchen & Bath City Co., Ltd.. Thereof, the idle land of Management Area of Zhishan in Fokai Expressway is fully used and the maximum of land benefit is achieved.
4. The Board of Directors has successively considered and approved the ―Proposal on Transferring of 20% Stake of Guangdong Maozhan Expressway Co., Ltd.‖ and the ―Proposal on Adjustment of Investment Proportion of Guangdong Guangle Expressway Co., Ltd.‖, in order to gradually retreat the company from ―Inferior ―Less efficient Equity Investment‖, and further optimize the capital structure, and enhance the profitability . 5. The Board of Directors has considered and approved the ―Proposal on Sale of Partial Stock of China Everbright Bank Co., Ltd. Held by the Company‖, and timely started up the opportunity to sell the shares, in order to provide guarantee for the stablization of the company performance.
II. Analysis on principal Business
1.General
The Company is an infrastructure industry, with main business in developing and operating expressway and big bridges. It is one of the main institutions of developing expressway and big bridge in Guangdong Expressway System. The expressway industry is the industry helped by government. In the report period, the vehicle traffic and toll income of the controlled subsidiaries and joint ventures of the Company are as follows: Volume of vehicle Toll income in traffic in Increase 2013 Increase/Decrease(%) 2013(million /Decrease(%) (RMB million ) vehicles)
11 Guangfo Expressway 41.67 11.97% 311.41 6.23% Fokai Expressway 35.46 30.72% 979.49 34.90% Jiujiang bridge 0.30 -91.38% 4.81 -81.59% (As of the data of June） Huiyan Expressway 33.18 11.17% 227.93 -6.98% Maozhan Expressway(As 10.67 11.55% 433.92 6.32% of the data of November ) Jingzhu Expressway 52.65 7.25% 934.60 -6.57% Guangzhu Section Guangzhao Expressway 23.44 16.97% 474.95 10.77% Guanghui Expressway 31.81 15.97% 1348.66 9.43% Jiangzhong Expressway 35.46 2.94% 337.42 -1.04% Kangda Expressway 1.94 29.39% 222.03 16.92% Gangkang Expressway 2.09 41.61% 168.88 38.42% The expansion project for Fokai Expressway has been completed by the end of 2012. After that, the traffic in Fokai Expressway shows restorative growth, and the traffic in Guangfo shows slight growth. Subject to the special clean-up and the adjustment of rate, the tolls for Huiyan Expressway, Guangzhu section of Jingzhu Expressway and Jiangzhong Expressway fall slightly compared to the same period. Due to the impact of formation of the surrounding road network, the traffic and toll for Kangda Expressway and Gankang Expressway have continued to rise greatly. According to the requirement of ―Notice on Acceleration and Implementation of Special Clean-up for Toll-road in Guangdong Province‖ (No.56 of Guangdong Traffic and Transport Public Letter, 2013) issued by Guangdong Provincial Transportation Department, 325 State Road of Jiujiang Bridge attributable to Jiujiang Bridge Branch of Guangdong Fokai Expressway Co., Ltd., a holding subsidiary of the company, has been toll-free since 24:00 o‘clock on June 30, 2013. The Third Provisional Shareholders‘ General Meeting examined and adopted the Proposal for Assig ning 20% Equity of Guangdong Maozhan Expressway Co., Ltd. The Company was approved to assign 2 0% equity of Maozhan Expressway Co., Ltd. at South Equity Transaction Center at the price not lower than the appraised value. The assignee shall pay the interest accrued during the period from the base da y of appraisal to actual payment day of assignment price.On November 22, 2013, ―Property Rights Trans action Contract‖ was been signed between the company and Guangzhou Xinyue Asphalt Co., Ltd., which stated that the company held 20% of equity of Maozhan company would be transferred to Guangzhou Xinyue Asphalt Co., Ltd. at a price of RMB318,725,680. As of the end of this period, the company has completed the equity transferring procedure. Progress of development strategy and operation plans in this period that are disclosed by the company in the previous annual reports. During the reporting period, In accordance with the business plan for the year 2013, the Company‘s main investment and operation are as follows: I. Focus on the strategic development vision of enterprise and make great efforts to explore the diversified development mode of a listed company. (1) Implement the preparation of strategy and boost the diversification and development for the enterprise. In 2013, the company has fully deepened and developed the strategic research, actively explored the diversified developing paths based on the main business of expressway. Also, the company has especially set up a joint work group of development strategy, successively completed the interview with staff, the field research of business, the
12 collection of internal data and other works, in which there have been formed 91 pieces of research minutes and 3 pieces of research reports. (2) Take advantage of the listed company and make investment in the financial business. After rigorous analysis and demonstration in 2013, the company has invested in Guangdong Yueke Technology Petty Loan Co., Ltd. set by Guangdong Yueke Venture Capital Group, with a total investment of RMB200 million, which accounts for 20% of shares. The investment is favorable for the cultivation of financial professionals. (3) The idle land of Management Area of Zhishan in Fokai Expressway has been fully used and the maximum of land benefit has been achieved. By changing the land property and the investment based on the land price, Fekai, the subsidiary, has cooperated with Zhongyu Materials Group to develop the term I project of Asia Kitchen and Bathroom Mall.
II. Maintain the continual and steady profitability for the listed company through the optimization of main business asset structure. Steadily carry out the equity transferring for Maozhan and the share-holdings reducing from Guangle. The company has invested its shares in 9 expressway projects. For reversing the unfavorable situation of scattered, small and numerous shares investment projects and weak earnings growth, the company has gradually retreated to further optimize the capital structure, enhance the profitability and collect more high-quality resource holding projects according to the principle of ―Moderate Release and Effective Integration‖. Also, the company has invited public bidding for transferring the held 20% of equity of Maozhan. Moreover, the company has actively promoted the share-holdings reducing from Guangle, and the held equity of Guangle project of the company has been reduced from 30% to 9% in this fiancial year. III. Fully solve the difficult problems based on the improvement of operational management level. (1) Strive to achieve the cost efficiency by the capital innovation and budget management. Improve the annual return of idle funds through the reverse repurchase and investment of bonds, and develop the intelligent term deposit business. Also, reasonably arrange the funds scheme, and take advantage of the favorable opportunity of seasonally surplus funds to conduct the replacement of loans and save the financial costs. Moreover, strengthen the constraint function of budget and expect to save the management fees. (2) Follow the combination of prevention and treatment to effectively reduce the toll losses. Since the commissioning of roadblocks has been done for Fokai section, the average of run-vehicle has been reduced from daily 16 to 1.7, with a drop of 89%. Also, the fast X-ray inspection equipment has been installed at the mainline station of Hengsha in Guang-Fo, which has greatly improved the inspection efficiency and formed the effective deterrent effect on the run-vehicles that try to bluff it out loaded with mixed agricultural products. (3) Actively coordinate to deal with the follow-up works on the cancellation of tolls for Jiujiang Bridge. After the cancellation of tolls, the company has requested the local government to make compensation for the loss according to the laws and regulations, in order to safeguard the legitimate interests of the shareholders. Under the full support of Guangdong Provincial Transport Group and through various efforts, the periodic progress has been made for this work. In the case of the obvious hysteresis for the work of Jiujiang Bridge taken over by the local government, the company has made full effort to prepare for the transfer, manage and maintain the bridge during the transition period, in order to ensure the safe operation of the bridge. (4) Strengthen the maintenance and management of the projects to ensure the safe and smooth operation for the road. Scientifically arrange the annual maintenance schedule of projects and strengthen the regular check for the bridges and the culverts. Total 174 bridges have been checked. The company has allocated special funds to conduct the repair and reinforcement for 33 bridges and 6 culverts, which ensured the safe operation of bridges and culverts. At the same time, the company has made great efforts to conduct ―Safe and Unobstructed Road
13 Guaranteed‖ during the holidays and implemented the vehicle rescue business on the expressway to effectively improve the road traffic capacity . Reason of the Company‘s actual operation results lower or higher than predicted profit as pubilically disclosed in the reporting year Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed □ Applicable√ Not applicable
2. Revenue
Notes: In 2013, Buinesses income increased by RMB1,327,506,119.78 and 20.06% year on year，The main reason : The expansion project for Fokai Expressway has been completed by the end of 2012. After that, the traffic in Fokai Expressway shows restorative growth, the traffic in Guangfo shows slight growth, and the toll revenue of two holding expressways has a little risen compared to the same period. Is the income from sales in kind greater than the service income? □ Yes √ No Significant orders in hand □ Applicable√ Not applicable Significant change in or adjustment of the products or services in the reporting period: □ Applicable√ Not applicable Principal suppliers Total sales volume of top 5 clients (RMB) 0.00 Perocentage of total sales volume of top 5 clients 0% in totalannual sales volume （%） Information about the top 5 suppliers □ Applicable√ Not applicable
3.Costs
Classification of sectors Unit:RMB 2013 2012 Classification Proportion in Proportion in Increase/Decre Items of sectors Amount operation Amount operation costs ase(%) costs(5( (%) Depreciation Highway and 670,089,532.15 72.58% 383,685,311.66 59.11% 74.65% transportations Amortized Highway Out of pocket 245,345,950.9 244,488,017.05 26.48% 37.8% -0.35% transportations expenses 2
14 Other 8,725,457.08 0.95% 20,082,578.38 3.09% -56.55% Classification of products Unit:RMB 2013 2012 Classification Proportion in Proportion in ncrease/Decrea of products Items Amount operation Amount operation se(%)
costs(%) costs(%) Depreciation Highway and 670,089,532.15 0.73% 383,685,311.66 59.11% 74.65% transportations Amortized Highway Out of pocket 245,345,950.9 244,488,017.05 0.26% 37.8% -0.35% transportations expenses 2
Other 8,725,457.08 0.01% 20,082,578.38 3.09% -56.55% Notes: N/A Principal suppliers Total sales volume of top 5 clients (RMB) 0.00 Perocentage of total sales volume of top 5 clients 0% in totalannual sales volume （%） Information about the top 5 suppliers □ Applicable√ Not applicable
4.Expenses
In the report period, Financial expenses increased by RMB429,403,398.05 and 41.08% year on year，For the increase, the reason is that the loan interest for the completed expansion project of Fokai Expressway is used as the expense, which results the financial expenses rise compared to the same period. Moreover, the income tax expense is minus RMB 28,574,191.84, with a decrease of 188.75% compared to the same period. The main reason is the tax losses caused by Fokai Company, a holding subsidiary, during the reporting period, which however, is expected to be compensable in the future period, and the deferred tax assets of RMB46.4727 million is confirmed and the tax payable reduces this period.
5.R& D Expenses
In the report period, the company does not have any R& D expenses.
6.Cash Flow
Unit:RMB Items 2013 2012 Increase/Decrease(%)
15 Subtotal of cash inflow received from operation 1,362,599,682.09 1,140,065,764.40 19.52% activities Subtotal of cash outflow received from operation 605,147,903.59 518,890,230.58 16.62% activities Net cash flow arising from 757,451,778.50 621,175,533.82 21.94% operating activities Subtotal of cash inflow received from investing 525,567,522.57 335,677,161.37 56.57% activities Subtotal of cash outflow 655,308,714.78 1,185,208,372.08 -44.71% for investment activities Net cash flow arising from -129,741,192.21 -849,531,210.71 -84.73% investment activities Subtotal cash inflow received from financing 1,894,762,100.00 2,624,388,900.00 -27.8% activities Subtotal cash outflow for 2,344,725,278.54 2,616,356,239.59 -10.38% financing activities Net cash flow arising from -449,963,178.54 8,032,660.41 -5,701.67% financing activities Net increase in cash and 177,983,365.33 -220,514,210.56 -180.71% cash equivalents Notes to the year-on-year change of the relevant data by over 30% √Applicable □Not applicable ―Subtotal of cash inflow received from operation activities‖ Subject to the following factors, an increase of 56.57% appears: the cash inflows of RMB318.7 million are generated by 20% equity of Maozhan Company transferred by the company in 2013, and the dividend incomes gained from the holding companies reduced RMB137 million compared to the last year in 2013. ―Subtotal of cash outflow received from operation activities‖ Due to the factors below, a decrease of 44.71% appears: after the expansion project for Fokai Expressway has been completed by the end of 2012, the investment of fixed assets reduced RMB690 million, but the investment has an increase of RMB164 million in 2013. ―Net cash flow arising from financing activities‖ A decrease of 5,701.67% compared to the same period is mainly caused by the following factors: (a) the cash inflows of financing activities reduced RMB729 million, mainly including a decrease of RMB569 million for the borrowings compared to the same period. After the completion of expansion of Fokai Expressway in 2013, the investment received from minority shareholders is reduced RMB162 million. (b) the cash outflows of financing activities reduce RMB272 million, mainly including a decrease of RMB284 million for repaying the loans compared to the same period.
Notes to the big difference between cash flow from operating activities and net profit in the reporting year
16 □Applicable √Not applicable
III. Composition of principal businesses
Unit:RMB Increase/decrea Increase/decrea Increase/decrea se of rincipal se of gross se of reverue in business cost profit rate over Operating Gross profit the same operating costs over the same the same revenue rate(%) period of the period of period of the previous previous year previous year year(%) (%) (%) Sectors Highway 1,295,318,365. 902,099,163.8 30.36% 20.61% 43.41% -11.07% transportation 48 2 Other 9,858,582.01 8,261,115.68 16.2% -18.72% -38.85% 27.58% Products Highway 1,295,318,365. 902,099,163.8 30.36% 20.61% 43.41% -11.07% transportation 48 2 Other 9,858,582.01 8,261,115.68 16.2% -18.72% -38.85% 27.58% Area Guangfo 238,720,966.6 311,014,263.14 23.24% 6.07% -4.73% 8.71% Expressway 7 Fokai 979,492,284.3 637,334,912.9 34.93% 34.9% 92.95% -19.58% Expressway 4 5 Jiujiang Bridge 4,811,818.00 26,043,284.20 -441.24% -91.2% -45.9% -453.23% Other 9,858,582.01 8,261,115.68 16.2% -18.72% -38.85% 27.58% Under the circumstance that the statistic specifications for the Company‘s principal business data experienced adjustrment in the reporting period, the principal business data upon adjustment of the statistic specifications at the end of the reporting period in the latest year. □ Applicable√ Not applicable
IV. Analysis on Assets and Liabilities
1.Significant Change in assets
Unit:RMB
End of 2013 End of 2012 Proporti Proportion Proportion on Notes to the significant change Amount Amount in the total in the total increase
17 assets(%) assets(%) /decreas e (%) The comprehensive impact of recovery of dividends, cash Monetary fund 976,468,685.82 7.69% 798,485,320.49 6.07% 1.62% inflow of operation activities, business expenditures and other factors Accounts 27,898,415.37 0.22% 22,057,103.81 0.17% 0.05% receivable Inventories 0.00 0% 0.00 0% 0% Investment real 4,612,611.28 0.04% 5,076,824.68 0.04% 0% estate The increase of long-term equity accounted as per the equity law caused by the investment of Long-term microfinance company, the equity 3,241,637,484.40 25.54% 3,014,615,188.63 22.92% 2.62% disposal of equity of Maozhan investment Expressway Co., Ltd. and the change of profits of sharing company The comprehensive impact of depreciation recognition of this period, disposal of Jiujiang Bridge due to the toll-free Fixed assets 7,696,941,214.30 60.63% 8,219,979,715.32 62.49% -1.86% requested by Government, fixed assets transferred after the completion of Fokai Expressway repair project and other factors Fokai expressway project Construction-i completion transferred to fixed 8,332,139.39 0.07% 171,604,290.22 1.3% -1.23% n -process assets lead to a reduction in construction-in -process
2.Significant Change in Liabilities
Unit:RMB
2013 2012 Proporti on Proportion increase Notes to the significant change Amount in the total /decreas assets (%) e(%)
18 Short-term 0.00 0% 330,000,000.00 2.51% -2.51% borrowing The combined effects of the increased borrowings and Long-term 4,993,761,250.00 39.34% 3,366,083,700.00 25.59% 13.75% long-term loans reclassified to borrowings non-current liabilities due in 1 year
3.Assets and liabilities Measured with Fair value
Unit:RMB Impairment Purchased Gain/loss on fair Cumulative fair Sold amount provisions amount in Amount at year value change in value change in the Amount at year Item in the the the reporting recorded into reporting beginning reporting reporting end period equity period period period Financial assets 3. Avaliable-for -sale 732,000,000.00 -92,508,637.12 108,217,274.24 10,439,123.20 625,778,151.04 financial assets Total 732,000,000.00 -92,508,637.12 108,217,274.24 0.00 10,439,123.20 625,778,151.04 Financial 0.00 0.00 0.00 0.00 Liability Did great change take place in measurement of the principal assets in the reporting period ? □ Yes √ No
V. Analysis on core Competitiveness
The Company is an infrastructure industry, with main business in developing and operating expressway and big bridges. It is one of the main institutions of developing expressway and big bridge in Guangdong Expressway System. Guangfo Expressway holding company and the Fokai Expressway are the parts "five vertical and seven horizontal part of the national highway network planning. The holding highways are also the Guangdong Provincial Expressway Network Plan which provide a strong guarantee for the traffic flow. At the same time, the regional economy is an important factor affecting highway traffic volume. Guangdong Province is the developed area of the domestic economy, the rapid growth of GDP for many years has maintained the steady growth of the various highway traffic volume.
19 VI. Analysis on investment Status
1. External Equity investment
（1）External investment
External investment
Investment Amount in 2012(RMB) Investment Amount in 2012(RMB) Change rate
209,750,000.00 50,000,000.00 319.5% Particulars of investees Proportion in the investees‘ Companies Principal business equity (%) Guangdong Yueke Technology Petty Handle all kinds of small loans; other 20% Loan Co., Ltd. approved activities Responsible for investment and construction, operation and management Guangdong Jiangzhong Expressway of the Jiangzhong Expressway 15% Co.,Ltd. development, Jiang He Expressway Phase II project and Supporting development of its projects.
20
（2）Holding of the equipty in financial enterprises
Number of shares Shareholding Shareholding Number of shares held Book balance at held at the proportion at the proportion at the Company Company Intial Investment at the end of the the end of the Gain.loss of the Accountin Sauce of beginning of the the beginning of end of the Name type cost (RMB) reporting reporting period reporting period (RMB) g items the shares reporting period the reporting reporting period(shares) (RMB) (shares) period (%) period(%)
Financial China Commerci assets Subscribe Everbright 528,000,000.00 240,000,000 0.59% 235,254,944 625,778,151.04 17,413,826.63 al Bank available on 2009 Bank for sale
Total 528,000,000.00 240,000,000 -- 235,254,944 -- 625,778,151.04 17,413,826.63 -- --
（3）Investment in Securities
Number of shares held Shareholding Shareholding Number of shares held Book balance at Short Initial at the proportion at the proportion at the Security Security at the end of the the end of the Gain.loss of the Accountin Sauce of form of investment beginning of beginning of the end of the category code reporting period reporting period reporting period (RMB) g items the shares security cost(RMB) the reporting reporting reporting (shares) (RMB) period(share period(%) period(%) s)
Financial China assets Subscribe Stock 601818 Everbrigh 528,000,000.00 240,000,000 0.59% 235,254,944 625,778,151.04 17,413,826.63 available on 2009 t Bank for sale
Total 528,000,000.00 240,000,000 -- 235,254,944 -- 625,778,151.04 17,413,826.63 -- -- 21 Disclosure Date of Announcement on Securities July 22, 2009 Investment Approved by the Board of Directors
Disclosure Date of Announcement on Securities August 7, 2009 Investment Approved by the Shareholders Meeting
Notes to holding of the equity in other listed companies □ Applicable√ Not applicable
22
2.Entrusted Financing , investment in derivative products and entrusted loan
（1）Entrusted loan
Unit:RMB‘0000
Is it a Application of the Interest Guarantor or Prospective borrower related Amount loan by the rate collateral party borrower Repayment Guangdong Fokai Expressway Co., Ltd. Yes 35,000 Nil of bank loans Repayment Guangfo Expressway Co., Ltd. Yes 35,000 Nil of bank loans Repayment Guangdong Fokai Expressway Co., Ltd. Yes 60,000 Nil of bank loans Total -- 130,000 ------
Exhibition period, overdue or contentious matter(If N/A any)
Countermeasures against the risks of exhibition period, N/A overdue period or contentious matter(If any）
January 29, 2013 Disclosure date for the notice of approval by the March 26,2013 Board(if any) August 27, 2013
Disclosure date for the notice of approval by April 17,2013 Shareholders‘ General Meeting (If any) September 13, 2013
23
3.Analysis on principal subsidiaries and Mutual Shareholding Companies
Particulars about the principal subsidiaries and Mutual shareholding companies Unit：RMB
Company Company Sectors Registered Operating profit Leading products and services Total assets(RMB) Net assets (RMB) Tumover (RMB) Net Profit (RMB) Name type engaged in capital (RMB)
Operating Guangfo Expressway Co., Guangfo Ltd.(starts from Hengsha, Guangzhou, RMB 200 Expressway Subsidiary Expressway 664,166,249.40 282,451,907.21 317,720,731.30 17,779,243.77 5,686,389.27 ends in Xiebian, Foshan. Total length million Co., Ltd. 15.7 kilometers
Operation and management of Fokai Guangdong Expressway Co., Ltd., supporting RMB Fokai Subsidiary Expressway 7,623,069,441.59 2,976,529,546.28 992,301,113.73 -10,659,663.82 -116,597,097.17 salvage, maintenance and cleaning, 1.108 billion Expressway supply of parts and components
Investing in science and technology industries. Investment in technical industries and provision of relevant consulting services, research and Guangdong development of lighting technology, Expressway energy saving and storage technology, RMB 100 Technology Subsidiary photovoltaic technology of solar energy 45,845,059.92 -1,975,500.12 20,304,668.35 -6,265,450.45 -5,965,817.49 million Investment and production and sales of relevant Co., Ltd products, design, production , release and agency of all kinds of domestic and foreign advertisements, construction and maintenance management of highway projects and domestic trade.
24 （excluding illegally， or prohibited and restricted by law products）
The organization and management of the construction of the main line of Shenzhen section of Huiyan Shenzhen Expressway, its operation, management Huiyan Joint stock RMB 36 Expressway and maintenance after its completion, 579,955,914.41 550,142,023.18 234,681,248.77 129,661,238.12 96,937,213.51 Expressway company million collection of toll and road service Co., Ltd. management, the construction management of road, bridge and culvert projects and engineering consultation
Guangdong Operation, maintenance and Maozhan Joint stock management of Dianbai-Zhanjiang RMB 1.12 Expressway Expressway company Expressway and relevant supporting billion Co., Ltd facilities.
Jingzhu The operation and management of Expressway Guangzhou-Zhuhai Expressway and Joint stock RMB 580 Guangzhu Expressway provision of supporting services 3,698,797,406.85 960,847,218.88 963,678,705.88 424,223,166.47 348,214,032.49 company million Section Co., including fueling, salvage and supply Ltd. of parts and components
Construction, operation and Zhaoqing management of Guangzhao Yuezhao Joint stock RMB 818.3 Expressway Expressway, old highways and their 2,102,381,458.33 882,891,343.56 480,164,977.07 220,690,058.89 166,931,204.07 Highway company million supporting facilities, service facilities Co., Ltd. and integrated projects.
Guangdong Investment in and construction of Guanghui Joint stock Guanghui Expressway Co., Ltd. and RMB 2.352 1,375,839,411.7 Expressway 5,535,149,620.15 3,279,894,405.09 670,674,220.83 507,563,315.11 Expressway company supporting facilities, the toll collection million 0 Co., Ltd. and maintenance management of 25 Guanghui Expressway
Investing in, constructing, operating Guangdong and managing Jiangzhong Expressway Jiangzhong Joint stock RMB 1.015 Expressway Co., Ltd. and phase-II project of 2,452,175,623.08 1,124,328,738.96 363,218,604.40 34,315,943.09 25,066,724.88 Expressway company billion Jianghe Expressway and developing Co., Ltd.. supporting projects.
Construction, operation and management of expressway projects; Ganzhou highway maintenance; Advertising; Kangda Joint stock wholesale and retail of construction RMB 600 Expressway 1,574,158,504.11 334,022,645.58 225,142,731.63 66,518,246.23 54,675,937.02 Expressway company machinery equipments and accessories million Co., Ltd. (the above-mentioned projects should be in accordance with state special provisions)
Project of Ganzhou-dayu expressway (Maodian-Sanyi) and the construction and management of Ganjiang Highway project; earth mining and sale; highway Ganzhou maintenance; advertising; service Gankang Joint stock facilities; building materials, decoration RMB 754 Expressway 1,959,701,023.69 678,881,516.16 170,179,770.33 34,675,049.82 27,374,168.78 Expressway company materials, metal materials, wholesale million Co., Ltd. and retail of construction machinery and equipments and accessories (the above-mentioned projects should be in accordance with state special provisions).
Guangdong Conducting investment, construction, Joint stock RMB 500 Guangle Expressway operation and management on Guangle 24,911,965,989.01 6,100,078,072.45 company million Expressway expressway and its assorted
26 Co., Ltd. facilities.(excluding project need permit). Particulars about the principal subsidiaries and Mutual holding companies Acquirement and disposal of subsidiaries in the Reporting period □ Applicable√ Not applicable
27
4.Projects invested with the non-raised capital
Unit:RMB‘0000
Amount accumulatively Amount invested in Name Total investment invested up to the Project progress Eamings the reporting year end of the reporting period
Guangzhou-Lecang Expressway 76,857.42 0 72,999.75 89% Unfinished Progroms
Total 76,857.42 0 72,999.75 -- --
Index date for extraordinary notice December 28, 2013 disclosed (if any) Announcement of the 7th(Provisional) Meeting of the Seventh Board of Directors, Index website for extraordinary notice Announcement on Related Transaction of the Proposal for Adjusting the Proportion of disclosed (If any) Investment in Guangdong Guangle Expressway Co., Ltd.
VII. Prediction of business performance for January -March 2014.
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason.
□ Applicable √Not applicable
VIII. Special purpose principal under the control of the Company
N/A
IX. Development prospect
(1) Development trend of the industry
In recent years, our country‘s expressways have a rapid development and the freeway main lines have achieved its initial development, but the density of expressways is still low and the network hasn‘t fully formed yet. Also, in our country, there is no freeway to directly and effectively link up between some prefecture-level cities and provincial capital cities or between the prefecture-level cities in which the population and the economic output have reached the considerable scale. With the continuous growth of our country‘s national economy and the continual increase of expressway demanded by social running, Highway still has a certain amount of room for development in China in the future.Highway upfront investment is huge and slow growth on investment benefits, apparent hysteresis effect and output. Highway upfront investment for a huge, slow growth of investment benefits,
28 apparent hysteresis effect and output. The changes in national policies, directly affecting the realization of the company's main business revenue and goals. (2).Development opportunities and challenges The general target in 2014 is: Completing business income RMB 1.416 billion, keeping the overhead expenses within RMB 828 million, ensuring the full completion of the annual task target assigned by company‘s board of directors. Centering on above target, company will focus on works in below two fields in 2014： 1. Follow the strategic goal of ―Road-Based, Multi-industry Simultaneously‖, accelerate the pace of industrial layout and gradually establish an efficiently appropriate mid-to-long terming incentive mechanism. Implement the diversified development strategy according to the business structure. When ensure the steady development of main expressway business, the company has made efforts to form a certain scale and competitiveness, Energy Conservation and Environmental Protection, and Medical and Health. Also, the company has continued to optimize the existing holding expressway projects. Has further strengthened the financial research, explored the establishment of industrial investment funds and developed the value growth path of excellent enterprises on the transportation industry chain. Moreover, the company has focused on taping the existing land resources along the expressway. On the basis of the platform of technology companies, the company has actively promoted the business of energy conservation and environment protection, continuously improved the project benefits and strive to occupy LED energy-saving service market in the system of Transport Group. Furthermore, the company has paid close attention to the development of medical and health industry, in order to enter the related fields by the mode of cooperation, establishment or equity investment. Explore the practical control mode and incentive mechanism to ensure the implementation of strategic objectives. For the main expressway business, continue to maintain the existing operating control mode. For the diversified business, gradually establish the holding investment control, and conduct centralized decision and decentralized operation. At the same time, further refine the analysis of strategic goals, make clear of division of responsibilities and duties, and improve the execution of strategy in order to allocate all the works to the specific responsible units, functional departments and job position. In addition, intensify the personnel cultivation and the construction of incentive system. While the introduction of high-quality of talents, the company still focuses on the cultivation of existing talents of the enterprises, deploys and effectively uses of the existing talent resources, and exerts their abilities. Furthermore, the company flexibly adopts the performance bonus, equity incentives and other measures to maximize the staff‘s enthusiasm and initiative, further perfect the investment decision-making process of diversified business to improve the democracy, science and effectiveness. 2. Continually innovate the management methods with focusing on the improvement of management efficiency. Make great efforts to conduct the overall planning of funds and budget management. Pay close attention to the change of national monetary policy, strengthen the financial forecast and do the corporate bonds repayment of RMB800 million well to ensure all the capitals for the development of enterprise and strive to prevent and defuse the debt risk. Also, fully exert the functions of collection, financing and deployment of internal funds of ―Cash Pooling‖, reduce the cost of capital used and improve the operational efficiency of the capitals. Moreover, strengthen the management of overall budget of the holding company and implement the control of objective cost to ensure the completion of annual targets of operation budget. The company shall continuously improve the profitability of the companies which have some projects and focus on the aspect of ―Revenue Enhancing and Expenditure Control‖ to continually improve the operating performance evaluation system of holding companies which have projects. Also, the company shall enhance the management of fees for the overload on the ―Green Channel‖ and the charge of preventing escape, and reinforce the investment of technology and the special combat control. Furthermore, the company shall actively follow up the work related
29 to ―A Network‖ in Guangdong, direct Guangfo company and Fokai company to finish the transformation of interconnection charges. Strengthen the project construction and maintenance management. The company shall focus on the design management, cost, quality management, bidding and tendering management and application of new technologies for the projects, continually improve the level of project maintenance and construction management. At the same time, the company shall reinforce the coordination of Guangfo and Fokai expansion, and supervise the expansion management department to finish the final account and acceptance of the completion as soon as possible. Moreover, the company shall strengthen the maintenance management and take the ―Double Standards‖ management of Fokai company as a pilot to promote the construction quality and safety management level of bridges and culverts reinforcement and ensure the operating safety of bridges and culverts structure. 3. Deeply promote the construction of integrity, glorify the culture of enterprise and create the safe and stable environment for development. The company shall further strengthen the working style construction of enterprise‘s leaders, deepen the supervision on main fields, key points and important staff, promptly correct and severely punish violators and scientifically and effectively prevent the corruption. Further advocate and implement the culture of enterprises. The company shall create the active and dynamic culture environment through organization and development of various activities, and further enhance the staff‘s cohesion and creativity.
X. Explanation of the Board of Directions Concerning the ― non-standard audit report‖ issued by the CPAs firm for the reporting period.
During the reporting period, the company's annual financial report has not been the ― non-standard audit report‖ issued by the CPAs firm。
XI. Explain change of the accounting policy, accounting estinate and measurement methods as compared with the financial reporting of last year.
During the reporting period, the company's accounting policies, accounting estimates and accounting methods were not changed.
XII. Explain retrospective restatement due to correction of significant accounting errors in the reporting period.
During the reporting period, the company does not have significant accounting errors occurred.
XIII. Explain change of the consolidation scope as compared with the financial reporting of last year.
The scope of consolidation of the company's financial statements did not change compared with the previous year's financial report.
30 XIV. Profit and dividend distribution
Dividend Distribution Preparation, implementation or adjustment of the Company‘s profit Distribution policy, Especially Cash Dividend Distribution Policy in the Reporting Period.
√ Applicable □Not applicable The company has submitted the proposal on the Second provisional General Meeting of Shareholders 2012 and formulated ―Management System on Dividend Payment‖ and ―Shareholder Returns Plan in the Next Three Years from 2012‖. The company has strictly conformed to the ―Articles of Association‖ to implement the profit distribution policy, establish the cash dividend policy of the company, perform the provisions in line with the ―Articles of Association‖ and the resolution requirements of General Meeting of Shareholders,define and clarify the standard and the proportion of dividend, and have the relevant decision-making procedures and mechanisms prepared completely.
Special Explanation of Cash Dividend Distribution Policy If complies with the relevant provisions of the Yes Company‘s articles of association and the resolution requirements of General Meeting of Shareholders: If the standard and the proportion of dividend Yes are defined and clarified: If the relevant decision-making procedures and Yes mechanisms prepared completely: If the independent director takes office Yes responsible and play a proper role If the small and medium-sized shareholders the Yes chance to fully express their views and demands, If the legitimate rights and interests got fully protection: Cash dividend policy adjusted or changed, No adjust or change whether the conditions and procedures compliance, transparent:
The profit distribution preplan or proposal and the preplan or proposal of conversion of the capital reserve into share capital in the past three years(with the reporting period inclusive):
(1) The Company's profit distribution project for 2011 is as follows: 1.10% of the net profit of the company for 2011 (RMB 270,152,764.75), i.e. RMB27,015,276.48, is to be allocated for statutory common reserve fund. 2.RMB 62,855,887.40 is to be allocated as the fund for dividend distribution for 2011. with the total shares at the end of 2011, i.e., 1,257,117,748 shares, as the base, cash dividend of RMB 0.5 (including tax) is to be distributed for every 10 shares . The remaining undistributed profits are to be carried forward to the next year. The
31 foreign exchange translation of the cash dividends for shareholders holding B share and overseas corporate shares will be determined according to HKD:RMB bank‘s Middle rate quoted by People‘s Bank of China on the first working day after 2011 annual shareholders‘ general meeting makes resolution on dividend distribution.
(2) The Company's profit distribution preplan for 2012 is as follows: 1.10% of the net profit of the company, i.e. RMB 13,195,496.53, is to be allocated for statutory common reserve fund. 2.The profit for 2012 is to be distributed as follows: RMB 62,855,887.40. is to be allocated as the fund for dividend distribution for 2012. with the total shares at the end of 2012, i.e., 1,257,117,748 shares, as the base, cash dividend of RMB 0.5 (including tax) is to be distributed for every 10 shares .The remaining undistributed profits are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders holding B share and overseas corporate shares will be determined according to HKD:RMB bank‘s Middle rate quoted by People‘s Bank of China on the first working day after 2011 annual shareholders‘ general meeting makes resolution on dividend distribution.
(3 ) The Company's profit distribution preplan for 2013 is as follows: 1.10% of the net profit of the company, i.e. RMB 13,195,496.53, is to be allocated for statutory common reserve fund. 2.The profit for 2012 is to be distributed as follows: RMB 62,855,887.40. is to be allocated as the fund for dividend distribution for 2012. with the total shares at the end of 2012, i.e., 1,257,117,748 shares, as the base, cash dividend of RMB 0.5 (including tax) is to be distributed for every 10 shares .The remaining undistributed profits are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders holding B share and overseas corporate shares will be determined according to HKD:RMB bank‘s Middle rate quoted by People‘s Bank of China on the first working day after 2012 annual shareholders‘ general meeting makes resolution on dividend distribution.
Dividend distribution of the latest three years Unit：RMB
Net profit attributable to the Ratio in net profit attributable to over of the parent company in the parent company in the Year Cash dividend (Including Tax) the consolidated financial consolidated financial statements statements
2013 62,855,887.40 127,777,721.75 49.19%
2012 62,855,887.40 175,789,745.82 35.76%
2011 62,855,887.40 216,786,205.90 28.99% In the reporting period, both the Company‘s profit and the parent company‘s retained earnings were positive however not cash dividend distribution proposal has been put forward. □ Applicable√ Not applicable
32 XV.Profit distribution and plan of capitalization from capital public reserve
Bonus shares for every ten shares（Shares） 0
Cash dividend for every ten shares（Yuan） 0.50 （Tax-included）
A total number of shares as the distribution basis 1,257,117,748 （Shares）
Total cash dividend（Yuan）（ Tax-included） 62,855,887.40
Proportion of cash dividend in the distributable 100% profit（％）
Cash dividend distribution policy
The Company is in a fast growth stage, there fore, the cash dividend will reach 40% of the profit distribution at least.
Details of profit distribution or reserve capitalization plan
XVI. Social responsibility
In the process of operation and development, the company has adhered to the ideal of ―People-Oriented, Expressway-Centered, Social Services and Return on Shareholders‖ for attaching great importance to fulfill the social responsibilities, in order to strengthen the communication and coordination with all relevant parties. While devote to pursuit of economic efficiency, the company shall create the social value and regard the fulfillment of social responsibility as an important way of improvement of enterprise‘s competitiveness and promotion of sustainable development, in order to achieve the harmonious development of the company and the society. During the reporting period, the company has continued to implement free access policy for the minibus with less than 7 seats on all the expressways during the important national holidays. In the case of huge losses for toll revenue, the company has still organized a lot of manpower and resources to deal with the traffic increased, and effectively guaranteed the smooth expressway. In June, 2013, the company has conducted a toll-free for Jiujiang Bridge since 24:00 o‘clock on June 30, 2013 according to the requirement of ―Notice on Acceleration and Implementation of Special Clean-up for Toll-road in Guangdong Province‖ (No.56 of Guangdong Traffic and Transport Public Letter, 2013) issued by Guangdong Provincial Transportation Department. After the cancellation of tolls, the company has made full effort to prepare for the transfer, manage and maintain the bridge during the transition period when the obvious hysteresis for the work of Jiujiang Bridge taken over by the local government, in order to ensure the safe operation of the bridge. Thus, the company has made the real return to society through the practical action.
Whether the listed company and its subsidiaries belong to the heavy polluting industries regulated by the state environmental protection department. □ Yes √ No □ Not applicable Whether the listed company and its subsidiary exist the major social security issues. □ Yes √ No □ Not applicable Whether has been punished during the report period. □ Yes √ No □ Not applicable
33 V. Important Events
I. Major lawsuits and Arbitration affairs
□ Applicable√ Not applicable In the reporting year, the Company had never been involved in any material lawsuit or arbitration. II.Query form media □ Applicable√ Not applicable In the reporting year, the Company had no query from media
III. Assets Transactions
1.Sales of Assets
Net profit contribu ted to Proporti Connect the on of ivity compan the net Relation Has all Has all y from Impact profit s with the the Other Transact the on the contribu Pricing Is it a the ownersh credit party of ion beginni compan ted by principl related other ip of the Disclos Assets Date of /debt Disclos the price ng of y of the asset e for the transacti party assets ure sold sale involve ure date transacti (RMB‘0 the selling for the asset on (applica involve index d been on 000) reportin （ Notes compan sold (Y/N) ble to d been transferr g year 3） y in the the transferr ed to the total related ed date of profit transacti sales of (%) on) the asset (RMB‘0 000) uity Incentive plan and its influences
N/A.
34 V. Material related transactions
1.Current Associated rights of credit and liabilities
Did there exist any non-operational related rights of credit and liabilities vYes □ No
Whether there Balance at the Amount in Type of Balance at the Association Reason for is the use of beginning of this Associated party claims and end of period relationship formation non-operating period period(RMB‘ debts (RMB‘0000) capitals (RMB‘0000) 0000)
Controlled by Receivable Energy-saving Guangdong Province the same Claims from benefit NO 32.88 74.01 106.89 Expressway Co. Ltd. parent Associated sharing,etc. company Party
Controlled by Receivable Energy-saving Guangdong Kaiyang the same Claims from benefit NO 54.55 -18.48 36.07 Expressway Co. Ltd. parent Associated sharing,etc. company Party
Weight-equi Controlled by Receivable pment Guangdong Maozan the same Claims from Detecting NO 76.19 -66.59 9.6 Expressway Co. Ltd. parent Associated Charge company Party
Controlled by Receivable Guangdong Changda the same Claims from Project Road Engineering Co. NO 7.56 -7.56 0 parent Associated Materials Cost Ltd. company Party
Controlled by Receivable Project Guangdong Lulu Tong the same Claims from Quality NO 1.79 -1.79 0 Co. Ltd. parent Associated Deposit company Party
Controlled by Receivable Guangdong Xinyue the same Claims from Project Communication NO 0 143.3 143.3 parent Associated Payment Investment Co. Ltd. company Party
Controlled by Receivable Guangdong Changda the same Claims from Project Road Engineering Co. NO 3,346.51 -3,322.26 24.25 parent Associated Payment Ltd. company Party
Guangdong Xinruan Controlled by Receivable Project NO 0 12.86 12.86 IT Co. Ltd. the same Claims from Payment
35 parent Associated company Party
Controlled by Receivable Guangdong Hualu the same Claims from Project Transport Technology NO 20 -20 0 parent Associated Payment Co. Ltd. company Party
Controlled by Receivable Guangdong Leatop the same Claims from Real Estate Investment Deposit NO 140.02 3.57 143.59 parent Associated Co. Ltd company Party
Controlled by Receivable Guangdong Guanghui the same Claims from Deposit NO 66.8 0 66.8 Expressway Co. Ltd. parent Associated company Party
Controlled by Receivable Guangdong Xinlu the same Claims from Advertisement Co. Rent NO 91.99 -42.68 49.31 parent Associated Ltd. company Party
Controlled by Receivable Guangdong Yunwu the same Claims from Project NO 0 13.7 13.7 Expressway Co. Ltd. parent Associated Payment company Party
Controlled by Receivable Guangdong Gaoda Co. the same Claims from Deposit NO 9.15 0 9.15 Ltd. parent Associated company Party
Controlled by Receivable Guangdong Kaiyang the same Claims from Quality NO 7.72 -0.4 7.32 Expressway Co. Ltd. parent Associated Deposit company Party
Controlled by Receivable Guangdong Maozan the same Claims from Quality NO 4.01 0 4.01 Expressway Co. Ltd. parent Associated Deposit company Party
Controlled by Receivable Project Guangdong Province the same Claims from Quality NO 0 3.97 3.97 Expressway Co. Ltd. parent Associated Deposit company Party
Controlled by Receivable Project Guangdong Canfen the same Claims from Quality NO 2.45 0 2.45 Expressway Co. Ltd. parent Associated Deposit
36 company Party
Guangdong Controlled by Receivable Province Shipping the same Claims from Planning Design Note 1 NO 3.69 -3.69 0 parent Associated Institute company Party
Controlled by Receivable Yunfu Guangyun the same Claims from Quality NO 0.61 0 0.61 Expressway Co. Ltd. parent Associated Deposit company Party
Controlled by Receivable Guangdong Luqiao the same Claims from Project Construction and NO 0.38 0 0.38 parent Associated Payment Development Co. Ltd. company Party
Controlled by Receivable Guangdong Xinyue Project the same Claims from Communication Quality NO 0.22 0 0.22 parent Associated Investment Co. Ltd. Deposit company Party
Controlled by Receivable Guangdong Changda the same Claims from Road Engineering Co. Rent NO 7.07 -7.07 0 parent Associated Ltd. company Party
Guangdong Expressway Technology Co. Ltd.( the company‘s wholly owned subsidiary)‘s other Beijing Gelinenze Receivable receivables Organic Fertilizer Joint Stock Claims from from Beijing Yes 1,222.01 0 1,222.01 Co. Ltd. Company Associated Gelinenze Party Organic Fertilizer Co. Ltd. ￥12,220,079. 91 （in which, 8million yuan Entrusted Loan，
37 3million yuan temporary turnover borrowing ， and the rest is advanced money for another)
Receivable Guangfe Expressway Claims from Subsidiary Dividend 是 4,891.56 -4,891.56 0 Co. Ltd. Associated Party
2.Other material related transactions (1)The 34th (Provisional) meeting of the Sixth board of directors of Guangdong Provincial Expressway Development Co., Ltd. examined and adopted the Proposal for Constructing the Overhaul Project of Xiebian-Sanbao Section of Fokai Expressway according to the related transactions. The Company was approved to increase the capital of Guangdong Fokai Expressway Co., Ltd. according to the capital proportion of 36.68% (on basis of total estimated cost of the project) and shareholding ratio of 75% to construct the overhaul project of Xiebian-Sanbao Section of Fokai Expressway. The amount of additional capital calculated according to the approved total estimated cost is about RMB 150.9162 million. The amount of actual additional capital is finally subject to the amount in the final account for completed project.
(2)The 4th (Provisional) meeting of the Seventh board of directors of Guangdong Provincial Expressway Development Co., Ltd. examined and adopted the Proposal for Renewing the Lease of Litong Plaza as Office Building and agreed that reached an agreement on the renewal with Litong company, renew a year (12 months) after the expiration, with a total contract amount of 10.1697 million yuan.
（3）The Third Provisional Shareholders' General Meeting examined and adopted the Proposal for Assigning 20% Equity of Guangdong Maozhan Expressway Co., Ltd. The Company was approved to assign 20% equity of Maozhan Expressway Co., Ltd. at South Equity Transaction Center at the price not lower than the appraised value.
On November 15, 2013, the Company received the Letter of Acquisition Qualification Confirmation issued by South United Property Transaction Center. According to the letter, as of the expiration day of the notification period, one prospective assignee, i.e., Guangzhou Xinyue Asphalt Co., Ltd., offered to acquire the equity at the price of RMB 306.66358 million. As audited by South United Property Transaction Center, this prospective assignee satisfies acquisition qualifications. On November 22, 2013, the Company and Guangzhou Xinyue Asphalt Co., Ltd. enter into property transaction contract.
38 （4）The First provisional shareholders' general meeting examined and adopted the Proposal for Adjusting the Proportion of Investment in Guangdong Guangle Expressway Co., Ltd. The meeting agreed to increase investment of Guangdong Guangle Expressway Co., Ltd. ("Guangle Company") and agreed the company to give up participating in this additional investment. . The meeting agreed to the reduce the Company's investment in Guangle Company. The amount of the Company's capital investment decreased to RMB 768.6012 million (including registered capital contribution of RMB 150 million and capital contribution of RMB 618.6012 million). The proportion of Guangle Company's equity held by the Company decreased from 30% to 9%. The total project investment and the project capital to be contributed by shareholders shall be subject to the final accounts approved by the competent governmental department. Relevant inquity with the internet website for disclosing provisional report on material related transactions
Date of disclosing provisional Description of the website for disclosing Description of provisional announcement announcement provisional announcements
Announcement of the 34th (Provisional) meeting of the Sixth board of directors, January 29, 2013 www.cninfo.com.cn Announcement on Related Transaction
Announcement of the 4th (Provisional) meeting of the Seventh board of directors, August 27, 2013 www.cninfo.com.cn Announcement on Related Transaction
Announcement on Signing Important contract November 26, 2013 www.cninfo.com.cn
The Related Transaction Announcement of Adjusting the Proportion of Investment in Guangdong Guangle Expressway Co., Ltd. December 24, 2013 www.cninfo.com.cn Announcement of the 7th (Provisional) meeting of the Seventh board of directors, Announcement on Related Transaction
Announcement of Resolutions of the First provisional shareholders' general meeting in January 14,2014 www.cninfo.com.cn 2014.
VI. Important contracts and implementation
1. Guarantees
Unit:RMB‘0000
External Guarantee (Exclude controlled subsidiaries)
Relevant Date of Guarante Complete disclosure happening Actual e Name of the Amount of Guarantee Guarantee implemen date/No. of (Date of mount of for Company Guarantee type term tation the signing guarantee associate or not guaranteed agreement) d
39 amount parties (Yes or no)
Guangdong May 11, Communication 150,000 May 31, 2013 150,000 Impawn No Yes 2012 Group Co., Ltd.
Total of external guarantee Total of actual external 0 150,000 approved in Period(A1) guarantee in Period(A2)
Total balance of actual Total of external guarantee 150,000 external guarantee at 150,000 approved at Period-end(A3) Period-end(A4)
Guarantee of the Company for the controlling subsidiaries
Guarante Relevant e Date of Complete disclosure for Name of the Amount happening Actual implemen date/No. of Guarantee Guarantee associate Company of (Date o mount of tation the type term d guaranteed guarantee signing guarantee or guaranteed parties agreement) not amount (Yes or no)
Total of Company’s guarantee（namely total of the large two aforementioned）
Total of guarantee in the Period Total of actual guarantee in 0 150,000 (A1+B1) the Period (A2+B2)
Total of actual guarantee at Total of guarantee at Period-end 150,000 Period-end 150,000 (A3+B3) (A4+B4)
The proportion of the total amount of actually guarantee in the 35.39% net assets of the Company(that is A4+B4)
Including
Amount of guarantee for shareholders, actual controller and its 150,000 associated parties(C)
The debts guarantee amount provided for the Guaranteed parties whose assets-liability ratio exceed 0 70% directly or indirectly(D)
Proportion of total amount of guarantee in net assets of the 0 company exceed 50%(E)
Total guarantee Amount of the abovementioned 150,000 guarantees(C+D+E)
40 Description of the guarantee with complex method
VII. Engagement/Disengagement of CPAs
CPAs currently engaged
Name of the domestic CPAs Zhengzhong Zhujiang Certified Public Accountants Co., Ltd.
Remuneration for domestic accounting firm 120 (RMB‘0000)
Successive years of the domestic CPAs offering 3 auditing services
Names of the certified public accountants from the Wang Shaohua and Yao Jing domestic CPAs Has the CPAs been changed in the current period □ Yes √No Description of the CPAs, financial adviser or sponsor engaged for internal control auditing √Applicable □Not applicable 1.The First provisional shareholders' general meeting of the Company examined and adopted the Proposal for Engaging Auditing Body for Internal Control. The Company was approved to engage Guangdong Zhengzhong Zhujiang Certified Public Accountants Co., Ltd. as the auditing body for internal control of the Company for 2013. The audit fee shall be less than RMB 0.30 million.
XIII.Notes to other significant Events
The announcement of Important Matters was published on Securities Times, China Securities Daily, Shanghai Sec urities Daily and Hong Kong Commercial Daily and www.cninfo.com.cn on June 26, 2013. According to the the Notice of Guangdong Transportation and Communication Department and Guangdong Price Bureau Regarding Accelerating the Special Clean-up Toll Roads in Guangdong Province and Related Matters (Yue Jiao Ming Dian (2013) No. 56 Document), the national road owned by the Subsidiary of the Company Fokai Expressway Co., Ltd. Jiujiang Bridge Branch would stop charging from 24:00pm June 30 2013.
The ―Proposal on Accounting Treatment of Jiujiang Bridge after Cancellation of Tolls‖ has been examined and approved in the 7th (Provisional) meeting of the 7th Board of Dirctors of the company, and the disposal on the assets of Jiujiang Bridge and around RMB159 million listed into the annual expenses outside of operation in 2013 have been approved. After the disposal of assets, the company has estimated that the net profits attributable to the parent company‘s owners about RMB90 million are reduced in 2013. If there is the compensation in cash for the toll-free of Jiujiang Bridge in later years, the compensation of assets should be accounted to the annual net profits attributable to some companies.
IX.Issuing of Company Bonds
Document CSRC permit No.(2009) 849 issued by China Securities Regulatory Commission had been
41 approved, The Company conducted an online public offering of corporate bonds to public investors on September 21, 2009, and an offline offering of corporate bonds to institutional investors from September 21 to 23, 2009.(The online public offering code is ―101699‖, named as ―09 Guangdong Expressway Bond‖).the amount of current company bond issuing is RMB 800 million. RMB 100/per bond, The issuing price of each bond is RMB100 yuan. The Company issued 8 million corporate bonds at the price of RMB100 per bond. The coupon rate is 5.1% and the term is five years.
China Securities Depository and Clearing Co., Ltd.Shenzhen branch completed registration of corporate bonds in t he current period on September 28,2009.With the consent of Shenzhen Stock Exchange, company bond will be listed in Shenzhen Stock Exchange since Oct. 16th, 2009. The short name of the bond is ―09 Guangdong Expressway Bond‖, the stock code is ―112009‖.
42 VI. Change of share capital and shareholding of Principal Shareholders
(I).Changes in share capital
Unit：Shares
Before the change Increase/decrease（+，-） After the Change
Amount Proportion Capitalizat ion of Share Bonus Proportio common Other Subtotal Quantity allotment shares n reserve fund
1.Shares with conditional 440,493,427 35.04% -8,101 -8,101 440,485,326 35.04% subscription
1.State-owned shares 409,948,548 32.61% 409,948,548 32.61%
2.State-owned legal 22,301,977 1.77% 22,301,977 1.77% person shares
3.Other domestic 8,242,902 0.66% -8,101 -8,101 8,234,801 0.66% shares
Incl：Domestic legal 7,590,495 0.6% -72,395 -72,395 7,518,100 0.6% person shares
Domestic natural 652,407 0.05% 64,294 64,294 716,701 0.05% person shares
II.Shares with unconditional 816,624,321 64.96% 8,101 8,101 816,632,422 64.96% subscription
1.Common shares in 467,874,321 37.22% 8,101 8,101 467,882,422 37.22% RMB
2.Foreign shares in 348,750,000 27.74% 348,750,000 27.74% domestic market
III. Total of capital 1,257,117,748 100% 1,257,117,748 100% shares Reasons for share changed √ Applicable □ Not applicable
Notes 1.In the report period, Reasons for the decrease of shares with sale conditions held by domestic legal person shares: Confirmed by judicial authorities, 72,395 shares of onshore corporation stocks were converted to onshore natural person stocks, and were still sale conditions stocks.
43 Notes 2. In the report period, Reasons for the increase of shares with sale conditions held by state : The 8,101 frozen senior executive shares held by Mr. Xiao Laijiu and Mr. Chen Chuxuan changed into unrestricted negotiable shares. Approval of Change of Shares □Applicable √Not applicable Transfer of Change of shares □Applicable √Not applicable Influence from the shareholding movements upon such financial indicatiors as eamings per share, net asset per share of the lastest year and the latest accounting period □Applicable √Not applicable Other information as the Company considers necessary to be disclosed or demanded by the securities regulatory authority for disclosing. □Applicable √Not applicable
III. Shareholders and actual controlling shareholder
1. Number of shareholders and shareholding
Unit:shares
Total shareholders in the reporting Total shareholders at the end of the 5th day from the 89,112 88,145 period date of disclosing the annual report
Shareholders with over 5% shares held
Quantity at Increase/d Number of Pledging or freezing Share the end of ecrease in Number of the Shareholder Properties of proportion the the the restricted Non-restrict Status of the name shareholder Quantity % reporting reporting shares held ed shares shares period period held
Guangdong State-owned legal Communication 40.83% 513,328,290 0 409,948,548 103,379,742 Frozen 103,379,742 person Group Co.,Ltd
Haerbin Hali Domestic non 17,626,55 Industrial Co., State-owned 1.72% 21,600,284 0 21,600,284 0 Ltd. Legal person
Guangdong State-owned legal Expressway Co., 1.56% 19,582,228 0 19,582,228 0 person Ltd
Foreign legal Xinyue Co., Ltd. 1.05% 13,201,086 0 0 13,201,086 person
Guangdong State-owned legal Yuecai Trust 0.97% 12,174,345 0 0 12,174,345 person Investment CO.,
44 Ltd.
Domestic natural 11,430,08 Li Zhuo 0.91% 11,430,083 0 11,430,083 person shares 3
Domestic natural Liu Feng 0.31% 3,943,521 3,943,521 0 3,943,521 person shares
Shanxi Huiteng International Domestic non Freight State-owned 0.3% 3,713,490 -2,710 0 3,713,490 Forwarding Co., Legal person Ltd.
Domestic natural Hu Maohua 0.24% 3,059,280 1,454,280 0 3,059,280 person shares
Domestic natural Chen Shukai 0.23% 2,911,700 38,600 0 2,911,700 person shares
Strategy investors or general legal person becomes top 10 shareholders N/A due to rights issued (if applicable) （See Notes 3）
Guangdong Communication Group Co., Ltd. is the parent company of Guangdong Expressway Co., Explanation on associated Ltd. and Xinyue Co., Ltd.. It is unknown whether there is relationship between other shareholders relationship among the aforesaid and whether they are persons taking concerted action specified in the Regulations on Disclosure of shareholders Information about Change in Shareholding of Shareholders of Listed Companies.
Shareholding of top 10 shareholders of unrestricted shares
Quantity of unrestricted shares held at the end of the reporting Share type Name of the shareholder period Share type Quantity
Guangdong Communication Group RMB Common 103,379,742 103,379,742 Co.,Ltd shares
RMB Common Haerbin Hali Industrial Co., Ltd. 21,600,284 21,600,284 shares
Foreign shares placed in Xinyue Co., Ltd. 13,201,086 13,201,086 domestic exchange
Guangdong Yuecai Trust RMB Common 12,174,345 12,174,345 Investment Co., Ltd. shares
RMB Common Li Zhuo 11,430,083 11,430,083 shares
RMB Common Liu Feng 3,943,521 3,943,521 shares
45 Shanxi Huiteng International Freight RMB Common 3,713,490 3,713,490 Forwarding Co., Ltd. shares
Foreign shares placed in Hu Maohua 3,059,280 3,059,280 domestic exchange
Foreign shares placed in Chen Shukai 2,911,700 2,911,700 domestic exchange
Foreign shares placed in Lu Weiqiang 2,888,848 2,888,848 domestic exchange
Explanation on associated relationship or consistent action Guangdong Communication Group Co., Ltd. is the parent company of Xinyue Co., Ltd.. It is among the top 10 shareholders of unknown whether there is relationship between other shareholders and whether they are persons non-restricted negotiable shares and taking concerted action specified in the Regulations on Disclosure of Information about Change in that between the top 10 shareholders Shareholding of Shareholders of Listed Companies. of non-restricted negotiable shares and top 10 shareholders
Harbin Hali Industry Co., Ltd. holds 21,600,003 A shares of the Company through stock account with credit transaction and guarantee and holds 281 A shares through ordinary stock account. hold 21,600,284 shares of the Company's stock totally；Li Zhuo holds 11,386,503 A shares of the Notes to the shareholders involved Company through stock account with credit transaction and guarantee and holds 43,580 A shares in financing securities (if any)(See through ordinary stock account, hold 11,430,083 shares of the Company's stock totally；Liu Feng Notes 4) holds 3,873,521 A shares of the Company through stock account with credit transaction and guarantee and holds70,000 A shares through ordinary stock account. hold 3,943,521 shares of the Company's stock totally. Did any shareholder of the Company carry out an agreed buy-back in the reorting period? □ Yes √ No
2.Controlling shareholder
Corporate
Legal repres Date of Name of the Controlling Organizatio Registered entativ incorporati Principal business activities shareholder n code Capital e/Lead on er
Guangdong August 23, Equity management, organization of asset reorganization and Li Jing 723838552 26.8billion Communication Group 2000 optimized allocation, raising funds by means including
46 Co., Ltd. mortgage, transfer of property rights and joint stock system transformation, project investment, operation and management, traffic infrastructure construction, highway and railway project operation and relevant industries, technological development, application, consultation and services, highway and railway passenger and cargo transport, ship industry, relevant overseas businesses（if the above mentioned business scope requires licenses to operate, then operation licenses are required）.
Operation result, Guangdong Communication Group Co., Ltd. 2013 annual audit has not been completed. By the end of financial position, cash 2012, Guangdong Provincial Communication Group Limited had total assets of 198.426 billion yuan and flow and future net assets of 58.684 billion yuan, net profit of 1.642 billion yuan in the year 2012, the net cash flow development strategy, generated by business operation was 10.352 billion yuan. (The above data is extracted from the 2012 etc Annual Report of Guangdong Communication Group Co., Ltd).
Equity in other domestic and foreign listed companies held by the Guangdong Communication Group Co., Ltd. holds 34.08% equity of Guangdong Nanyue Logistics Co., controlling shareholder Ltd., a company listing H shares. by means of control and mutual shareholding in the reporting period Change of the controlling shareholder in the reporting period □Applicable √Not applicable
3.Actual Controller
Corporate
Legal Date of Organiz Registered Name of the actual controller representative incorporati ation Principal business activities Capital /Leader on code
State-owned Assets As an ad hoc body directly under the Guangdong supervision and Provincial People's Government, commissioned by administration Commission June 26, the provincial government to fulfill the State-owned Lv Yesheng of Guangdong Provincial 2004 asset investor, regulatory enterprises to implement People‘s Government the rights, obligations and responsibilities, pipe asset control and people management.
Operation result, financial position, cash flow and N/A future development strategy, etc.
Equity in other domestic and As an ad hoc body directly under the Guangdong Provincial People's Government, commissioned by
47 foreign listed companies held the provincial government to fulfill the State-owned asset investor, regulatory enterprises to by the controlling implement the rights, obligations and responsibilities, pipe asset control and people management. shareholder by means of control and mutual shareholding in the reporting period Change of the actual controller in the reporting period □Applicable √Not applicable Block Diagram of the ownership and control relations between the company and the actual controller
The actual controller controls the company by means of trust or managing the assets in other way
□Applicable √Not applicable
48 VII. Information about Directors, Supervisors and Senior Executives
I. Change ein shares held by directors, supervisors and senior executives
Number of Volume of Number of Volume of shares shares shares held shares sold Starting Expiry acquired at acquired at end of Office during the Name Positions Sex Age date of date of end of the during the the status reporting tenure tenure reporting reporting reporting period(sha period(sha period period(sha res) res) (shares) res)
Board Chairman, April 16, April 16, Li Xiyuan In office Male 52 0 0 0 0 General 2013 2016 Manager
Director, General Xiao April 16, April 16, Manager, In office Male 49 8,455 0 0 8,455 Laijiu 2013 2016 Chief accountant
Director, Hou Deputy April 16, April 16, In office Male 60 Jingfang General 2013 2016 Manager
Director, Wang Deputy April 16, April 16, In office Male 49 Chunhua General 2013 2016 Manager
Zhu April 16, April 16, Director In office Male 49 Zhanliang 2013 2016
Ye April 16, April 16, Yongchen Director In office Male 57 2013 2016 g
Chen April 16, April 16, Director In office Female 49 Yanqing 2013 2016
Tang Independe April 16, April 16, In office Male 53 Qingquan nt director 2013 2016
Independe April 16, April 16, Wang Jian In office Male 53 nt director 2013 2016
Independe April 16, April 16, Feng Ke In office Male 42 nt director 2013 2016
49 Independe April 16, April 16, Xiao Duan In office Female 56 nt director 2013 2016
Chairman of the You April 16, April 16, Supervisor In office Male 47 Xiaocong 2013 2016 y Committee
Yang April 16, April 16, Supervisor In office Female 35 Xiaohua 2013 2016
Zou April 16, April 16, Supervisor In office Male 49 Huiming 2013 2016
April 16, April 16, Li Mei Supervisor In office Female 44 123,205 123,205 2013 2016
April 16, April 16, Tu Huiling Supervisor In office Female 53 56,887 56,887 2013 2016
Deputy Chen April 16, April 16, General In office Male 36 Wenxuan 2013 2016 Manager
Chief Yun April 16, April 16, economic In office Male 59 20,043 20,043 Wujun 2013 2016 engineer,
Chief April 16, April 16, Wang Ping In office Female 50 3,500 3,500 engineer 2013 2016
head of the Peng April 16, April 16, internal In office Female 52 Xiaofang 2013 2016 audit
Chief April 16, April 16, He Bing In office Female 47 Counselor 2013 2016
Secretary April 16, April 16, Zuo Jiang to the In office Female 41 2013 2016 Board
Independe January 6, April Wang Jian Retired Male 53 nt director 2010 16,2013
Luo January 6, April 16, Director Retired Male 60 Yingsheng 2010 2013
Total ------212,090 0 0 212,090
II.Posts holding
Work Experience in the past five years of Directors, supervisors and senior Executives in Current office
50 Mr. Li Xiyuan, Now serves as Board Chairman, Secretary of Party committee of the company, a post-doctoral senior engineer of professor level. He has served as Director, General Manager , Commissioner of Party committee of the Company since August 2006. Since December 2012, he serves as the chairman of the board of directors and Secretary of Party committee of the company. Mr. Xiao Laijiu , Now serves as director and General manager of the Company, bachelor's degree, senior accountant. Since March 1997, he serves as the director ,Deputy General Manager ,Chief accountant ,General Manager and Commissioner of Party committee of the Company. Mr. Hou Jingfang, he serves as the Director and Deputy general manager, bachelor of engineering, senior economic engineer and senior political engineer, since June 2005, he serves as Deputy General Manager and Commissioner of Party committee of the Company. Mr. Wang Chunhua, He serves as Director and Deputy General Manager of the Company, Master Degree, senior engineer and senior economic engineer, since September 2006, he served as Deputy General Manager of the Company. Mr. Zhu Zhanliang, Now serves as Director of the Company, Master Degree, Senior Engineer, Senior Economist, Enterprise Legal Counselor, From December 2005 to March 2011, he serves as Minister of the Management Department in Guangdong Communication Group Co. Ltd.. Since April 2011, he serves as Minister of the Legal Affair Department in Guangdong Communication Group Co,. Ltd. Mr. Ye Yongcheng, Now serves as director of the Company, Master's degree, senior engineer of the Road and Bridge Group. In July 1980, he participated in work, used to be a manager of Guangdong Province Pingyuan road work area, sub-divisional inspector of Guangdong Province Pingyuan Road branch, the Deputy Secretary of Highway Administration in Guangdong Province, Meizhou City, general manager of Xinyue Co. Ltd. Since June 2012 he served as general manager of Guangdong Expressway Co., Ltd.. Ms.Chen Yanqing, Now serves as director of the Company, MBA, economist, since October 2008, she serves as Deputy general manager of Guangdong Finance Trust and Investment Co., Ltd. Mr.Tang Qingquan，an independent director of the Company, a (non-practicing) Chinese certified public accountant. an accounting professor and doctoral tutor of Management School of Zhongshan University, he has served in Accounting Department of Management School of Zhongshan University since June 2002. Mr. Feng Ke, an independent director of the Company, doctor‘s degree of economics. He is the deputy director and researcher of Economic Research Institute of Peking University. He is the director of Real Estate Finance Center, tutor of postgraduate students and postdoctoral students, principal of postdoctoral working station, and editor of New Economy magazine. He was the former assistant of general manager, member of investment policy committee, and marketing director of Golden Eagle Asset Management Co., Ltd., general manager of Beijing Branch and Shanghai Branch, part-time professor of Beijing Institute of Technology, tutor of postgraduate students of Social Sciences Academy of Guangdong Province, deputy director of Youth Economy Society of Beijing University, and independent director of Tande Co., Ltd. Currently, he is an independent director of Tianjin Guangyu Development Co., Ltd, Asia Asset of Hong Kong Exchanges Co., Ltd., and consultant of Mopark Corporation.
Mr. Wang Pu, an independent director of the Company, has been the first MBA of Peking University, National Model Worker，initiator of Beida Zongheng Management Consultant and chief expert. Now he is the Vice president of the China Professional Managers Association, used to be the commissioner of All-China Federation of Youth, vice chairman of Central Committee of the Communist Youth League Chinese Young Entrepreneurs'
51 Association of Central Committee of the Communist Youth League, and part time professor of management institute of several famous universities such as Central University of Finance & Economics and University of International Business and Economics, and independent director of HW Technology Co., Ltd., China National Chemical Engineering Co., Ltd., Integrated Electronic Systems LAB Co., Ltd. and independent director of the Company.
Ms.Xiao Duan an independent director of the Company, Doctor of Economics, the Jinan University Associate Professor of Finance and research supervisor. She used to be a researcher at the Beijing Institute of Market Economy, executive member of the council of Guangdong shares Economic Research Association, a member of the Taiwan Economic Research Institution. She has been engaged in the economic, financial, teaching and research for a long time. She was familiar with capital markets, venture capital, corporate finance and mergers and acquisitions. She is also the independent director of Guangdong Tianhe Agricultural materials Co., Ltd.
Mr. You Xiaochong, a senior accountant with bachelor's degree, since May 2008, he has served as dispatched chairman of the supervisory committee of Guangdong Communication Group Co., Ltd. Since October 2012, he has served as Chairman of the supervisory committee of the Company. Ms. Yang Xiaohua, the supervisor of the Company, Bachelor's degree, Accountant, she serves as Deputy Manager of Enterprise Dept. of Guangdong Nanyue Logistics Co., Ltd.. Since October 2008, she served as assigning full-time supervisor of Guangdong Communication Group Co., Ltd. Mr. Zou Huiming, supervisor, deputy secretary of Party Committee, secretary of Discipline Inspection Commission, and chairman of Labor Union of the Company, Bachelor degree, economist, senior political divisions. He was a secretary of Discipline Inspection Commission and chairman of Labor Union of Guangdong Communication Industrial Investment Company from August 2002 to July 2009. Since August 2009, he was the deputy secretary of Party Committee, secretary of Discipline Inspection Commission, and chairman of Labor Union of the Company. He now concurrently serves as Director of Guangdong Fokai Expressway Co., Ltd and Chairman of the Supervisory Committee of Ganzhou Gankang Expressway Co., Ltd. Ms Li Mei, the supervisor of the Company, Minister of Comprehensive Affairs, member of Discipline Inspection Committee, College degree and political engineer. She has worked at the Company since 1998 and concurrently serves as chairman of the supervisory committee of Guangdong Guanghui Expressway Co.,.Ltd. Ms Tu Huiling, the supervisor of the Company, vice chairman of labor union of the company, Master's degree, economist and senior political engineer. She has worked at the company since 1992. Mr. Chen Wenmian, Deputy general manager, bachelor's degree, participated in work from July 2000. He used to be account manager in corporate banking Dept. of Miaoqianzhijie branch of Commercial Bank of China, Deputy Chief in personal banking Dept., office staff in National Committee for Investment and Development Provincial Planning and Development, senior staff, deputy officer and senior officer. Since January 2012, he served as the party committee member and assistant general manager of the company. Ms. Wang Ping, chief engineer, Bachelor‘s degree, professor of Engineering, National registered cost engineer, Senior Economist. From February 2001 to February 2012, she served as Minister of Infrastructure Management Department. From April 2012, she served as chief engineer of the Company. Ms. Peng Xiaofang , Internal audit director, Minister of ministry of supervision of audit, bachelor's degree, senior accountant. Since April 2008, she served as Minister of Audit supervision Department of the Company. Since March 2012, she served as head of the internal audit of the Company.
52 Ms. He Bing , general counsel, master's degree in law, enterprise legal adviser, from August 2005 to July 2012, she served as Deputy chief economic engineer of the Company, Since July 2012, she served as Chief legal adviser of the Company. Ms Zuo Jiang, serves as Secretary to the Board, Manager of securities Dept. of the Company, master's degree in finance, senior economic engineer, she has worked at the Company since 1994 and served as manager of Securities Dept. of thev company since October 1999 and served as the current position since March 2006. Office taking in shareholder companies √Applicable □Not applicable
Titles Does he /she receive Names of the engaged in Sharting date Expiry date of remuneration or persons in Names of the shareholders the of office term office term allowance from the office shareholders shareholder
Minister of Guangdong Communication Group Co., the Legal Zhu Zhanliang Yes Ltd. Affair Department
Board chairman, Luo Yingsheng Guangdong Expressway Co., Ltd Secretary of Yes Party committee,
Deputy Guangdong Yuecai Trust Investment CO., Chen Yanqing General Yes Ltd. Manager
Dispatched chairman of Guangdong Communication Group Co., You Xiaocong the Yes Ltd. supervisory committee
Full-time Guangdong Communication Group Co., Yang Xiaohua field Yes Ltd. supervisors Offices taken in other organizations √Applicable □Not applicable
Titles Does he/she receive Name of the engaged in Starting date of Expiry date of remuneration or persons in Name of other organizations the other office term office term allowance from office organizations other organization The associa School of economic of Beijing Univ Feng Ke te professor Yes ersity of finance
53 Independen Feng Ke Tiandiyuan Co., Ltd Yes t director Independen Feng Ke Tianjing Guangyu Development Co., Ltd. Yes t director Independen Feng Ke Great wall computer Co., Ltd. Yes t director Independen Feng Ke Guangan Aizhong Co., Ltd. Yes t director Asia Asset of Hong Kong Exchanges Independen Feng Ke Yes Co., Ltd（Non Listed Company） t director Independen Feng Ke J&J Assets（Non Listed Company） Yes t director Beida Zongheng Management Founder , Wang Pu Yes Consulting Group chief expert China Software and Technology Independen Wang Pu Yes Services Co., Ltd t director China Chemical Engineering Co., Independen Wang Pu Yes Ltd t director
School of Business Sun YAT-SEN Professor of Tang Qingquan Yes University Accounting Independen Tang Qingquan Shenzhen Xiangjiang Co., Ltd. Yes t director
Guangzhou Jinyi Film & television Co., Independen Tang Qingquan Yes Ltd. t director
Guangdong Tianhe Agricultural materials Independen Xiao Duan Yes Co., Ltd. t director
III. Remuneration to directors, supervisors and senior executives
Decision-making procedures, basis for determination and actual payment of the remuneration to directors , supervisors and senior executives The remuneration of members of the seventh board of directors and supervisory committee was examined and determined at the shareholders‘ general meeting in 2012.The remuneration of the senior executives is determined by the assets operation responsibility system in that year. Independent directors of the company allowance in accordance with the standards approved by the general meetin g of shareholders of Directors, 5000 yuan per person per month(Including Tax) . the company's directors and senior executives in according to their functions in the company, by the compa ny wage system access to labour remuneration, access to employee benefits, and no longer offer other additional r emuneration and benefits Remueration to directors, supervisors and senior executives in the reporting period
54 Unit：RMB‘0000
Remuneration Total Total actually remuneration remuneration receivect at the Name Positions Sex Age Office status received from received from end of the the Company the shareholder reporting period
Board Li Xiyuan Chairman,Gene Male 52 In Office 51.14 51.14 ral Manager
Director, Xiao Laijiu General Male 49 In office 43.04 43.04 manager
Director , Deputy Hou Jingfang Male 60 In Office 43.04 43.04 General manage
Director , Deputy Wang Chunhua Male 49 In office 40.59 40.59 General manage
Zhu Zhanliang Director Male 49 In Office 6 6
Ye Yongcheng Director Male 60 In office 4.5 4.5
Chen Yanqing Director Femle 49 In Office 6 6
Independent Tang Qingquan Male 53 In office 6 6 director
Independent Feng Ke Male 42 In Office 6 6 director
Independent Wang Pu Male 45 In office 6 6 Director
Independent Xiao Duan Female 56 In Office 4.5 4.5 director
Chairman of Yong Xiaocong the Supervisory Male 47 In office 6 6 Committee
Yang Xiaohua Supervisor Female 35 In Office 6 6
Zou Huiming Supervisor Male 49 In office 43.04 43.04
Li Mei Supervisor Female 44 In Office 38.11 38.11
Tu Huiling Supervisor Female 53 In office 34.8 34.8
55 Deputy ChenWenxuan General Male 36 In Office 25.46 25.46 Manager
Yun Wujun Chief engineer Male 59 In office 43.04 43.04
Wang Ping Chief Engineer Female 50 In Office 39.87 39.87
head of the Peng Xiaofang Female 52 In Office 35.81 35.81 internal audit
Chief legal He Bing Female 47 In Office 33.69 33.69 adviser
Secretary to the Zuo Jiang Female 41 In office 38.24 38.24 Board
Independent Wang Jian Male 53 Retired 1.5 1.5 Director
Luo Yingsheng Director Male 61 Retired 1.5 1.5
Total ------563.87 0 563.87 Incentive equity to directors, supervisors or/and senior executives in the reporting period □Applicable√Not applicable IV. Retirement and dismissal of Directors, Supervisors and senior Executives
Names Titles Types Date Causes
Independent Left the post Wang Jian April 16, 2013 Expiration of the term of office director upon expiration
Left the post Luo Yingsheng Director April 16, 2013 Expiration of the term of office upon expiration
V. Change of the Core Team of Technology of Key technical personnel (Other than director, supervisor or senior executive)in the Reporting Period
N/A
VI. Particulars about employees.
By the end of 2013, there are 1,583 employees in the Company, the detailed information refer to the follows:
Divided by function Number of persons Proportion
Management Personnel 337 21.29%
Toll collectors 919 58.05%
56 Road service personnel 71 4.49%
Logistical personnel 256 16.17%
Total 1583 100%
Divided by professional title Number of Proportion persons
Senior professional title 52 22.7%
Semi-senior professional title 97 42.36%
Junior prefessional title 80 34.94%
Other 0 0
Total 229 100%
Divided by academic qualification Number of Proportio persons n
Holders of master‘s degree or obove 33 2.08%
Graduates of regular university 232 14.66%
Graduates of junior colleges 651 41.12%
Other 667 42.14%
Total 1583 100%
57 VIII. Administrative structure
I. General situation
The Company strictly followed the requirement of laws and regulations in
In the report period, based on existing regulations and in accordance with the latest rules and regulations and requirements of CSRC and Shenzhen Stock Exchange, the company additionally formulated the Securities Investment Internal Control Management System and revised the Company's Articles of Association. Does there exist any difference in compliance with the corporate governance , the PRC Company Law and the relevant provisions of CSRC, □ Yes √No There exist no difference in compliance with the corporate governance , the PRC Company Law and the relevant provisions of CSRC. Implementation of the Campaign of Corporate Governance and Preparation and Implementation of the Registration Management System for insiders According to the requirements of the ―Notice on Implementation and Standardization of Special Activities of Affiliated Transactions for Listed Company‖ (No.63 of Guangdong CSRC [2013]) issued by Guangdong Bureau of China Securities Regulatory Commission, the company has compared with the laws and regulations related to the affiliated transaction management and conducted the careful self-examination of the establishment and implementation of internal control system on the affiliated transaction of the company since 2011. 1) The establishment of sound internal control system of affiliated transaction The company has set up ―Management System of Affiliated Transaction‖ and ―Internal Report System of Significant Information‖, which has defined the affiliated party and affiliated transaction and standardized the transactions disclosed, made clear of management, report system, audit and disclosure process of transactions, and identified the responsibility claim on the responsible persons who are failing to report the affiliated party and transaction. 2) The decision-making process of affiliated transaction in compliance with the laws and regulations After self-examination, the decision-making process of affiliated transaction of the company is in line with the laws and regulations: there is no overreaching the authority to approve the affiliated transactions, the voting hedge system for the transactions is implemented strictly, the independent directors have the prior authorization and express the independent views on the transactions which should be disclosed, there not exists the situation of the daily affiliated transaction agreement signed with the affiliated party. Also, the company only has one non-routine operational affiliated transaction of beyond RMB30 million, accounting for the absolute net assets of beyond 5% audited in recent period, which is submitted to the Board of Directors to discuss since 2011. Moreover, the company has hired an intermediary agency with the qualification related to securities and futures to evaluate this affiliated transaction, but the
58 transaction hasn‘t been conducted due to the rejection of the general meeting ultimately. 3) Prompt disclosure of the affiliated party and transaction After self-examination, the company hasn‘t the undisclosed affiliated party and transaction that should be disclosed. The Board of Directors, supervisors, senior management, the shareholders with more than 5% of shares and the actual controller shall know the specific definition, and timely provide truthful and complete lists of affiliated parties and the affiliated transactions to the company, in which, there is no the situation that the affiliated transaction which has reached the requirement of disclosure is not disclosed, and the omission of disclosure of affiliated party and transaction in the company. 4) Fair pricing of affiliated transaction .After self-examination, the price is fair for the affiliated transaction. In accordance with the requirements of the Shenzhen Stock Exchange, there is only one new affiliated transaction which meeting the requirement of the prompt disclosure standard and having the transaction amount (including the affiliated transaction that rejected ultimately and unformed actually) since 2011, and the pricing policy and basis of the transaction are disclosed on the affiliated transaction announcement of the company. At the same time, the independent directors have expressed the clear independent opinions on the fairness of affiliated transaction price. There not exists the situation of obvious difference between the transaction price and the book value, evaluation value or average price on the market in the company. During the reporting period, the company has strictly implemented the ―Registration and Management System on Learners of Inside Information‖. So, there not exists the situation that the inside information learners use the inside information to deal with the company's stocks before the disclosure of important sensitive information impacting the company's stock prices, and the company doesn't have the investigation and crackdown by the supervision department.In the report period, the Company strictly implementd the Regulations on Insider Registration and Management. No insider traded the Company shares by making use of insider information before the disclosure of significant sensitive information that might affect the Company's stock price. The Company was not investigated or punished by regulatory authority or required to make rectification in this respect.
II. Annual General Meeting and Extraordinary Shareholders‘ Meetings in the Reporting Period
1.Annual General Meeting
Disclo Meeting Disclosure Sessions Description of proposals Resolution sure Date index date
2012 Financial settlement report ; 2012 Profit distribution proposal; The Securities Financial Budget Report of the Company for 2013; the Work Report of times , China the Board of Directors for 2012; 2012 Work Report of the General Securities Manager; the Work Report of the supervisory Committee for 2012; Journal , 2012 Annual Report for 2012 and its summary; the Proposal Shanghai Sharehold Reviewed April April 16, Concerning Reelection of the Board of Directors of the Company; Securities ers‘ and 17, 2013 the Proposal Concerning Reelection of the Supervisory Committee of News, Hong general approved 2013 the Company; the Proposal of directors‘ Remuneration of the Seventh Kong meeting board of directors of the company. Commercial ; the Proposal Concerning Remuneration of Supervisors of the Seventh Daily and Supervisory Committee of the Company;the Proposal for Amending Part www.cninfo.co of Articles of Association of the Company; the Proposal for Lending m.cn
59 Money to Guangfo Expressway Co., Ltd. in the Form of Entrusted Loan.
2.Extraordinary Shareholders‘ Meetings
Description of Sessions Meeting Date Resolution Disclosure date Disclosure index proposals
The Proposal for Securities times , Hiring the 2013 China Securities The first provisional Annual Financial Journal , Shanghai shareholders‘ Report Audit Reviewed and Securities News, June 5, 2013 June 6, 2013 General meeting in Agency; the approved Hong Kong 2013 Proposal for Hiring Commercial Daily the Internal Control and Audit Institution. www.cninfo.com.cn
The Proposal for Lending Money to Securities times , Guangdong Fokai China Securities The Second Expressway Co., Journal , Shanghai provisional Ltd. in the Form of Reviewed and Securities News, shareholders‘ September 12, 2013 Entrusted Loan, The September 13, 2013 approved Hong Kong General meeting in Proposal for Selling Commercial Daily 2013 Shares of China and Everbright Bank www.cninfo.com.cn Held by the Company.
Securities times , The Proposal for China Securities The Third Assigning 20% Journal , Shanghai provisional Equity of Reviewed and Securities News, shareholders‘ October 15, 2013 Guangdong October 16, 2013 approved Hong Kong General meeting in Maozhan Commercial Daily 2013 Expressway Co., and Ltd. www.cninfo.com.cn
III. Duty performance of independent Directors
1. Attendance of Board Meetings and General Meetings
Independent Directors‘ Attendance at Board Meetings
Number of Failure to Number of Number of Independent Board meetings Number of spot Number of personally attend meetings attendances by Directors necessary to be attendances absence board meetings attended by representative attended in the successively
60 reporting period Communication twice (Yes/No)
Tang Qingquan 11 2 9 0 0 No
Xiao Duan 7 1 6 0 0 No
Feng Ke 11 2 9 0 0 No
Wang Pu 11 2 9 0 0 No
Wang Jian 4 1 3 0 0 No
Number of general meetings attended by independent directors as non-voting 4 delegates
Notes to failure to personally attend Board Meetings Successively Twice
2.Objection of independent directors on some relevant issues
Objection of independent directors on some relevant issues □ Yes √No Independent directors proposed no objection against the relevant matters in the reporting period.
3. Other notes to duty performance of independent directors
Has an independent director‘s advice to the Company been accepted √Yes □ No Explanation on acceptance of or failure to accept an independent director‘s advice to the Company. Independent directors seriously exercise the rights conferred by law, keep abreast of the company's production and management information, concerned about the company's comprehensive development, actively attend relevant meetings held by the company in 2013, published an independent and objective advice on relevant matters for consideration by the Board of Directors of the Company. Faithfully perform their duties, give full play to the independent role of the independent directors, to safeguard the interests of the company as a whole, and to safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The advices on business development and corporate governance given by independent directors can be adopted.
IV. Duty Performance of Special Committees under the Board of Directors in the Reporting Period
1. The board of directors has an audit committee composed of three directors. i.e., Mr. Tang Qingquan (chairman), Mr. Feng Ke and Mr. Xiao Laijiu. The particulars of the work of the audit committee in the report period are as follows: According to the Rulels of Procedure of Audit Committee of the Board of Directors and Working Regulations of Audit Committee of the Board of Directors on Annual Report and the work requirements of CSRC and Shenzhen Stock Exchange on annual report for 2012, the audit committee carried out a series of work for the annual audit of the Comopany for 2012, including deciding the working schedule for the audit of financial report for the report year after consultation with the certified public accountants in charge, reviewing the financial report prepared by the Company and forming written opinions, issuing the Urging Letter for Audit to certified public accountants and requiring certified public accountants to carry out overall work plan for audit and submit relevant
61 progress report to the audit committee, reviewing the financial report for 2012 submitted by the Finance Dept. of the Company (on which the certified public accountants in charge of annual audit issued standard unqualified opinions) and giving written auditing opinions. 2. The board of directors has a remuneration committee composed of three directors, i.e., Mr. Wang Pu, Mr. Wang Jian and Ms Chen Yanqing. The particulars of the work of the remuneration committee in the report period are as follows: According to the Company's Regulations on Performance Appraisal and Remuneration Management of Senior Executives, the remuneration and appraisal committee audited the remuneration disclosed by the Company's directors, supervisors and senior executives for 2012 and expressed auditing opinions and examined and adopted the remuneration scheme and appraisal scheme for senior executives of the Company for 2013.
V. Work of the supervisory Committee
Did the supervisory Committee find any risk existing in performing the supervision activities in the reporting period □Yes √No The supervisory Committee has no objection aginst any matters under supervision in the reporting period
VI. Independence and Completeness in business, personnel , assets, organization and finance
The Company has sound corporate administration structure. It has been completely independent of its controlling shareholder in respect of business, personnel, assets, organs and finance and has independent and complete business and the ability of independent operation. 1. Independent business The Company is mainly engaged in the toll collection and maintenance of Guangfo Expressway and Fokai Expressway. Meanwhile, it has invested in or holds Shenzhen Huiyan Expressway Co., Ltd., Guangdong Maozhan Expressway Co., Ltd., Guangdong Guanghui Expressway Co., Ltd., Jingzhu Expressway Guangzhu Section Co., Ltd., Zhongjiang Expressway Co., Ltd., Zhaoqing Yuezhao Highway Co., Ltd., Zhaoqing Yuezhao Highway Co., Ltd. ,Ganzhou Gankang Expressway Co., Ltd., Ganzhou Kangda Expressway Co., Ltd. Guangdong Guangle Expressway Co., Ltd.and Guangdong Expressway Technology Investment Co., Ltd. The Company has outstanding main operation, independent and complete business and the ability of independent operation. All business decisions of the Company were made independently, being completely separated from the shareholder with actual control. Related transactions were carried out in light of the principle of fair transaction, which did not harm the interests of the Company and other shareholders of the Company. The content of related transactions was fully, timely and accurately disclosed, which did not have negative influence on the Company. 2. Complete assets The relationship of the Company's property right is clear. The assets injected by shareholders in the Company are independent and complete and have clear property right. All capital was paid up and relevant formalities of property right change were settled. 3. Independent personnel As for personnel relationship, the general manager, deputy general managers, the secretary to the board of directors and financial controller of the Company were full-time employees and received salary from the Company, who did not concurrently hold positions at the parent company.
62 All directors and supervisors of the Company were elected through legal procedure. The general manager, deputy general managers, chief accountant, chief economic engineer and chief engineer were directly appointed by the board of directors. Other managerial personnel of all levels were directly appointed by the general manager. The Company owns independent power of personnel appointment and removal. 4. Independent finance The Company, including subsidiaries established independent accounting department，independent accounting system and regulations on financial management. The Company independently opened bank account and did not deposit funds in the accounts of the finance company or settlement center of the majority shareholder. The Company independently paid tax. The Company's financial decisions were independently made. The majority shareholder did not interfere with the use of funds by listed companies. 5. Independent organization
The board of directors, the supervisory committee and other internal organs of the Company operated independently. Its organs are complete and independent. VII. Horiontal Competitions The Company is mainly engaged in the construction of expressways, grade highways and bridges, tolling and maintenance management of highways and bridges, salvation, repair, maintenance and cleaning of automobiles and concurrently engaged in automobile transport and warehousing supporting its business. Guangdong Communication Group Co., Ltd. is the controlling shareholder of the Company. Business scope：equity management, organization of asset reorganization and optimized allocation, raising funds by means including mortgage, transfer of property rights and joint stock system transformation, project investment, operation and management, traffic infrastructure construction, highway and railway project operation and relevant industries, technological development, application, consultation and services, highway and railway passenger and cargo transport, ship industry, relevant overseas businesses（if the above mentioned business scope requires licenses to operate, then operation licenses are required）. There is some overlapping in the expressway operation between the Company and Guangdong Communications Group Co., Ltd. including its subsidiaries. The expressway operation has obviously regional and directional characteristics, and there exists the substantial inter-industry competition only if those highways which have the same or similar start & end and are almost parallel in a relatively short distance according to the choice of traffic in the actual running of the highway. There not exists the situation of same start & end and almost parallel in a relatively short distance between the expressways of Guangdong Transportation Group Co., Ltd. & its controlling subsidiaries and the Company & its controlling subsidiaries. Therefore, there not exists the inter-industry competition between the Company & its controlling subsidiaries and Guangdong Communications Group Co., Ltd. & its controlling subsidiaries.
VIII. Assessment and incentive Mechanism for Senior executives
The Company implemented position responsibility to every senior management, and made clear regulations on job standards, appraisal standards. The senior management staff shall report to worker representatives and accept comments. If not qualified in successively 2 years, they will be demoted or dismissed.
63 IX.Internal Control
I. Internal control Construction
In 2012,In accordance with the requirements of the documents including Fundamental Norms of Internal Control of Enterprises and Supporting Guidelines for Internal Control of Enterprises jointly promulgated by Ministry of Finance, auditing administration, CSRC, CBRC, CIRC and the Notice of Ensuring the Implementation of Internal Control Norms of Guangdong Companies Listed on Main Market (Guangdong Zheng Jian (2012) No. 27 Document) issued by Guangdong Supervision Bureau of China Securities Regulatory Commission, the Company implemented internal control norms in 2012 in order to strengthen and standardize its internal control, guarantee the lawfulness and conformance of its operation management, its asset safety and the truthfulness and completeness of its financial report and relevant information, improve its operating efficiency and effect and quicken the realization of its development strategy. To guarantee the effective implementation of internal control, the Company submitted the Plan for Implementation of Internal Control Norms to Guangdong Securities Regulatory Bureau, set up a leading team for internal control with board chairman acting as team head and a leading team office and engaged intermediary consultative bodies to jointly form a project team to carry out concrete work. Before March 2012, the publicity, mobilization and start-up work for internal control were completed. 2Before the end of October 2012, the construction of internal control system was completed. The main work includes risk identification and appraisal, control activity design, effectiveness test of internal control and review and revision of regulations. The main achievements of internal control system construction include Risk Database covering main business fields of the Company, Revision of Internal Control System, Internal Control Manual and Internal Control Evaluation Manual. Before the end of December 2012, the formulation of evaluation work plan for the phase of self-evaluation of internal control and field work including on-site test and evaluation and review of test and evaluation manuscript. The construction of the whole internal control system was orderly carried out strictly according to the requirements of the Plan for Implementation of Internal Control Norms and progress report on the construction of internal control system was quarterly submitted to Guangdong Securities Regulatory Bureau. During the construction of its internal control system, the management of the Company attached great importance to it and all operating units actively participated in the construction. The internal control system was designed to be feasible and effective as far as possible in the light of business characteristics and actual conditions of management. The integration of internal control system and comprehensive risk management and quality management systems was emphasized. Regulations-conforming, effective and scientific internal control and risk management system has been preliminarily formed.
II. Statement of the Board of directors on the Responsibility of internal control
The board of Directors and directors hereby individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions or errors which would render any statement misleading. To establish, implement and effectively implement the internal control is the responsibility of the Board of Directors; the supervisory Company conducts supervision over the Board of Directors in establishment and implementation of the internal control; the management is in charge of organizing and leading daily operation of the Company‘s internal control. The objective of the Company‘s internal control is : to reasonably ensure the operation in compliance with the law, safety of the assets and authenticity and completeness of the financial report and relevant information, to improve operation efficiency and result and to promote realization of the development strategy. As there exits inherent
64 limitation in internal control , it therefore can only provide reasonable assurance for realization of the aforesaid objective . III.Basis for establishment of internal control of the Financial Report In accordance with Accounting Law, Accounting Standards for Business Enterprises, Fundamental Norms of Internal Control of Enterprises and relevant supporting guidelines and Guidelines for Internal Control of Listed Companies issued by Shenzhen Securities Exchange and in the light of its actual conditions, the Company set up a perfect accounting system and established and perfected the internal control system regarding financial report. Through defining the responsibilities and authorities of relevant departments and posts during the preparation and submission of financial report, the Company ensured the separation of preparation of financial report from its disclosure and audit and corresponding restriction and supervision. The format of the preparation of the Company's financial report complied with the requirements of laws and regulations. The transactions occurred in the current period were completely reflected in the financial report. The consolidation scope was accurately defined. The consolidation and elimination was complete and accurate. The truthfulness, completeness and accuracy of financial information disclosure was ensured.
IV. Self-assessment report of the internal control
About the significant Defects of the internal control found in the internal control self-assessment report in the reporting period
No significant defect of internal control was found in the reporting period
Date of disclosing the internal control self-assessment report, full March 28, 2014 text
Index of disclosing the internal control self-assessment report, full www.cninfo.com.cn text
V.Internal control audit report
√Applicable □Not applicable
Review opinions in the internal control audit report
In our opinion, Guangdong Expressway has maintained effective financial report internal control in all material aspects according to the basic standards for Enterprise internal control and relevant regulations ended December 31, 2013.
Date of disclosing the internal March 28,2014 control audit report, full text
Index of disclosing the internal www.cninfo.com.cn control audit report, full text Has the CPAs issued a qualified auditor‘s report of internal control . □ Yes √No Does the internal control audit report issued by the CPAs agree with the self-assessment report of the Board of Directors
65 √Yes □No
VI. Establishment and implementation of the Responsibility investigation system for serious Errors in the Annual Report
The company formulated the Annual Information Disclosure significant errors accountability system in 2010 which was approved in the third meeting of the Sixth Board of Directors. In the report period, there were no correction of major accounting errors, no supplementation of major omission information and amendment of performance prediction occurred.
66 X Financial Report
I. Audit report
Type of audit opinion Standard Unqualified Audit Opinion
Date for signing the auditor‘s reporat March 27 2014
Guangdong Zhengzhong Zhujiang Certified Public Accountants Name of audit firm Co., Ltd.
Document No. of the auditor‘s report GHSSZi(2013) No.G14002110015
Name of accountant Wang Shaohua, Yao Jing
Auditors’ Report
To all shareholders of Guangdong Provincial Expressway Development Co., Ltd.: We audited accompanying financial statements of Guangdong Provincial Expressway Development Co., Ltd. (hereinafter referred to as "the Company"), including Consolidation and parent Company balance sheet on December 31, 2012, Consolidation and parent Company profit statement, Consolidation and parent Company cash flow statement for the year 2012 and Consolidation and parent Company statement of change in shareholders' equity and the notes to financial statements. (I). Responsibilities of the management concerning the financial statements The Management is responsible for the preparation and the true and fair presentation of these financial statements in accordance with Accounting Standard for Business Enterprises and China Accounting System For Business Enterprises. These responsibilities include: (i) designing, implementing and maintaining internal control relevant to the preparation and the true and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error;(ii) selecting and applying appropriate accounting policies; (iii) and making accounting estimates that are reasonable in the circumstances. (II). Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing for Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor‘s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity‘s preparation and true and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the prupose of expressing an opinion on the effectiveness of the entity‘s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.
67 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. (III). Auditing opinion In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 31 December 2012 and its financial performance and cash flows for the year then ended in accordance with the Accounting Standards for Business Enterprises and China Accounting System for Business Enterprises.
II. Financial statements
Currency unit for the statements in the notes to these financial statements:RMB
1.Consolidated Balance Sheet
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Unit：RMB
Items At the end of term Beginning of term
Current asset：
Monetary fund 976,468,685.82 798,485,320.49
Settlement provision 0.00 0.00
Outgoing call loan 0.00 0.00
Trading financial assets 0.00 0.00
Bill receivable 0.00 0.00
Account receivable 27,898,415.37 22,057,103.81
Prepayments 2,921,945.75 47,164,329.75
Insurance receivable 0.00 0.00
Reinsurance receivable 0.00 0.00
Provisions of Reinsurance contracts receivable 0.00 0.00
Interest receivable 12,444.44 0.00
Dividend receivable 16,648,284.74 53,360,130.21
Other account receivable 27,827,811.48 37,105,814.51
Repurchasing of financial assets 0.00 0.00
Inventories 0.00 0.00
Non-current asset due in 1 year 0.00 0.00
Other current asset 5,001,000.00 0.00
Total of current assets 1,056,778,587.60 958,172,698.77
Non-current assets：
68 Loans and payment on other‘s behalf disbursed 0.00 0.00
Disposable financial asset 625,778,151.04 732,000,000.00
Expired investment in possess 0.00 0.00
Long-term receivable 0.00 0.00
Long term share equity investment 3,241,637,484.40 3,014,615,188.63
Property investment 4,612,611.28 5,076,824.68
Fixed assets 7,696,941,214.30 8,219,979,715.32
Construction in progress 8,332,139.39 171,604,290.22
Engineering material 0.00 0.00
Fixed asset disposal 0.00 0.00
Production physical assets 0.00 0.00
Gas & petrol 0.00 0.00
Intangible assets 5,326,522.51 45,467,841.10
R & D petrol 0.00 0.00
Goodwill 0.00 0.00
Long-germ expenses to be amortized 8,596,068.39 7,648,980.65
Differed income tax asset 46,472,735.10 0.00
Other non-current asset 0.00 0.00
Total of non-current assets 11,637,696,926.41 12,196,392,840.60
Total of assets 12,694,475,514.01 13,154,565,539.37
Current liabilities
Short-term loans 0.00 330,000,000.00
Loan from Central Bank 0.00 0.00
Deposit received and hold for others 0.00 0.00
Call loan received 0.00 0.00
Trade off financial liabilities 0.00 0.00
Bill payable 0.00 0.00
Account payable 317,797,859.76 737,647,764.93
Prepayment 4,405,334.64 4,666,667.88
Selling of repurchased financial assets 0.00 0.00
Fees and commissions receivable 0.00 0.00
Employees‘ wage payable 2,378,720.62 2,342,361.32
Tax payable 11,713,374.15 40,999,608.03
Interest Payable 35,887,681.26 35,031,191.54
69 Dividend Payable 37,860,468.95 29,357,933.36
Other account payable 255,719,356.70 265,356,659.21
Reinsurance fee payable 0.00 0.00
Insurance contract provision 0.00 0.00
Entrusted trading of securities 0.00 0.00
Entrusted selling of securities 0.00 0.00
Non-current liability due in 1 year 857,757,334.35 1,317,036,103.54
Other current liability 0.00 0.00
Total of current liability 1,523,520,130.43 2,762,438,289.81
Non-current liabilities：
Long-term loan 4,993,761,250.00 3,366,083,700.00
Bond payable 997,000,000.00 1,793,186,155.19
Long-term payable 2,022,210.11 2,022,210.11
Special payable 0.00 0.00
Expected liabilities 0.00 0.00
Differed income tax liability 125,427,487.64 118,372,808.04
Other non-current liabilities 0.00 0.00
Total of non-current liabilities 6,118,210,947.75 5,279,664,873.34
Total of liability 7,641,731,078.18 8,042,103,163.15
Owners‘ equity
Share capital 1,257,117,748.00 1,257,117,748.00
Capital reserves 1,642,975,989.81 1,738,758,715.57
Less：Shares in stock 0.00 0.00
Special reserves 0.00 0.00
Surplus reserves 233,750,778.75 204,691,882.55
Common risk provision 0.00 0.00
Undistributed profit 1,104,154,555.90 1,068,291,617.75
Different of foreign currency translation 0.00 0.00
Total of owner‘s equity belong to the parent 4,237,999,072.46 4,268,859,963.87 company
Minor shareholders‘ equity 814,745,363.37 843,602,412.35
Total of owners‘ equity 5,052,744,435.83 5,112,462,376.22
Total of liabilities and owners‘ equity 12,694,475,514.01 13,154,565,539.37
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
70 2.Parent Company Balance Sheet
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Unit：RMB
Items At the end of term Beginning of term
Current Assets
Monetary fund 782,174,175.59 625,270,216.39
Trading financial assets
Bills receivable
Accounts receivable
Prepayment 1,378,580.00 1,250,000.00
Interest receivable 1,294,211.12 28,266.67
Dividend receivable 90,422,700.78 102,275,706.55
Other receivables 2,896,626.91 4,944,777.18
Inventory
Non-current assets due within 1 year
Other current assets 680,001,000.00
Total of current assets 1,558,167,294.40 733,768,966.79
Non-current assets
Sellable financial assets 625,778,151.04 732,000,000.00
Expired investment in possess
Long-term receivables
Long –term equity investment 5,642,264,637.88 5,331,873,758.15
Investment real estate 4,360,473.03 4,824,686.43
Fixed assets 7,732,964.17 7,623,424.59
Construction in progress
Construction materials
Disposal of fixed assets
Capitalized biological assets
Oil-gas assets
Intangible assets 915,666.67
Development expenditure
Goodwill
Long-term deferred expenses 5,956,652.35 7,477,499.83
71 Deferred tax assets
Other non-current assets 30,000,000.00 20,000,000.00
Total of non-current assets 6,317,008,545.14 6,103,799,369.00
Total assets 7,875,175,839.54 6,837,568,335.79
Current Liabilities
Short-term loans
Trading financial liabilities
Bill payable
Account payable
Advances from the customers
Employees ‗ wage payable 546,839.09 204,400.17
Taxes payable 2,335,313.62 1,211,396.44
Interests payable 29,235,694.35 27,734,652.73
Dividends payable 11,013,452.27 13,052,741.24
Other payables 6,652,222.81 4,456,147.15
Non-current liabilities due within 1 year 798,713,584.35 0.00
Other current liabilities 308,172,232.80 158,166,691.43
Total of current liabilities 1,156,669,339.29 204,826,029.16
Non-current liabilities
Long-term loans 1,500,000,000.00 750,000,000.00
Bonds payables 997,000,000.00 1,793,186,155.19
Long-term payable 2,022,210.11 2,022,210.11
Specific purpose account payable
Contingent liabilities
Deferred tax liabilities
Other non-current liabilities
Total of Non-current liabilities 2,499,022,210.11 2,545,208,365.30
Total liabilities 3,655,691,549.40 2,750,034,394.46
Shareholders‘ Equity
Share capital 1,257,117,748.00 1,257,117,748.00
Capital surplus 1,643,124,130.56 1,738,906,856.32
Less：Treasury stock
Special reserves
Surplus reserves 233,750,778.75 204,691,882.55
72 Common risk provision
Undistributed profit 1,085,491,632.83 886,817,454.46
Different of foreign currency translation
Total of owners‘ equity 4,219,484,290.14 4,087,533,941.33
Total of liabilities and owners‘ equity 7,875,175,839.54 6,837,568,335.79
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
3.Consolidated Profit statement
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Unit：RMB
Items Current period Amoun of last year
I.Total business income 1,327,506,119.78 1,105,716,815.29
Incl：Business income 1,327,506,119.78 1,105,716,815.29
Interest income 0.00 0.00
Interest income 0.00 0.00
Fee and commission income 0.00 0.00
II.Total business cost 1,585,113,748.34 1,183,057,564.20
Incl：Business cost 923,303,006.28 649,113,840.96
Interest expense 0.00 0.00
Fee and commission paid 0.00 0.00
Insurance discharge payment 0.00 0.00
Net claim amount paid 0.00 0.00
Net insurance policy reserves provided 0.00 0.00
Insurance policy dividend paid 0.00 0.00
Reinsurance expenses 0.00 0.00
Business tax and surcharge 49,406,247.18 40,872,116.11
Sales expense 0.00 0.00
Administrative expense 182,846,964.80 188,817,154.29
Financial expenses 429,403,398.05 304,378,211.88
Asset impairment loss 154,132.03 -123,759.04
Add：Gains from change of fair value 0.00 0.00 （“ -”for loss）
Investment gain（“ -”for loss） 475,597,092.67 338,972,663.28
73 Incl：Investment gains from affiliates 322,082,474.71 307,052,663.28
Gains from currency exchange（“ -”for 0.00 0.00 loss）
III. Operational profit（“ -”for loss） 217,989,464.11 261,631,914.37
Add：Non-Business income 17,712,348.11 7,230,559.26
Less：Non-Business expenses 164,225,959.28 35,478,630.69
Incl：loss from disposal of non-current 159,124,686.42 33,633,217.87 assets
IV. Gross profit（“ -”for loss） 71,475,852.94 233,383,842.94
Less：Income tax expenses -28,574,191.84 32,196,480.12
V.Net profit（“ -”for net loss） 100,050,044.78 201,187,362.82
Incloding: The net profit of the combined parties before business combination
Net profit attributable to the owners of 127,777,721.75 175,789,745.82 parent company
Minor shareholders‘ equity -27,727,676.97 25,397,617.00
VI. Earnings per share： -- --
（i）Basic earnings per share 0.1 0.14
（ii）Diluted earnings per share 0.1 0.14
VII. Other comprehensive income -95,782,725.76 40,800,000.00
VIII. Total comprehensive income 4,267,319.02 241,987,362.82
Total comprehensive income attributable to the owner of the parent 31,994,995.99 216,589,745.82 company
Total comprehensive income -27,727,676.97 25,397,617.00 attributable minority shareholders
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
4.Parent Company income statement
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Unit:RMB
Items Current term Amoun of last year
I. Operating revenue 36,494,674.54 13,631,478.00
74 Less：Operating cost 464,213.40 464,213.40
Business tax and surcharges 2,451,857.76 775,825.23
Sales expense
Administrative expense 96,886,549.72 96,155,241.95
Financial expenses 197,363,819.92 147,639,792.84
Asset impairment loss
Add：Gains from change of fair value
（“ -”for loss）
Investment gain（“ -”for loss） 551,469,492.67 363,340,843.61
Incl：Investment gains from affiliates 324,180,458.67 307,052,663.28
II. Operational profit 290,797,726.41 131,937,248.19
Add：Non-Business income 17,719.00
Less：Non-Business expenses 208,764.44 1.90
Incl：loss from disposal of non-current 206,432.52 assets
III. Gross profit 290,588,961.97 131,954,965.29
Less：Income tax expenses
IV.Net profit 290,588,961.97 131,954,965.29
V. Earnings per share -- --
（i）Basic earnings per share 0.23 0.1
（ii）Diluted earnings per share 0.23 0.1
VI. Other comprehensive income -95,782,725.76 40,800,000.00
VII. Total comprehensive income 194,806,236.21 172,754,965.29
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
5.Consolidated Cash Flow statement
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Unit：RMB
Itemsx Current term Amoun of last year
I.Net cash flow form business operation
Cash received from sales of products 1,308,807,172.70 1,094,779,791.52 and providing of services
Net increase of customer deposits and
75 capital kept for brother company
Net increase of loans from central bank
Net increase of inter bank loans from other financial bodies
Cash received against original insurance contract
Net cash received from reinsurance business
Net increase of client deposit and investment
Net increase of trade financial asset disposal
Cash received as interest, processing fee, and commission
Net increase of inter bank fund received
Net increase of repurchasing business
Tax returned
Other cash received from business 53,792,509.39 45,285,972.88 operation
Subtotal of cash inflow from business 1,362,599,682.09 1,140,065,764.40 activities
Cash paid for purchasing of 162,956,204.25 149,679,559.25 merchandise and services
Net increase of client trade and 0.00 0.00 advance
Net increase of savings in central bank 0.00 0.00 and brother company
Cash paid for original contract claim 0.00 0.00
Cash paid for interest, processing fee 0.00 0.00 and commission
Cash paid for policy dividend 0.00 0.00
Cash paid to staffs or paid for staffs 231,446,390.93 211,400,269.88
Taxes paid 96,622,604.02 57,138,306.36
Other cash paid for business activities 114,122,704.39 100,672,095.09
Subtotal of cash outflow from business 605,147,903.59 518,890,230.58 activities
Cash flow generated by business 757,451,778.50 621,175,533.82
76 operation, net
II. Cash flow generated by investing
Cash received from investment 332,658,629.83 0.00 retrieving
Cash received as investment gains 192,777,361.74 329,944,397.37
Net cash retrieved from disposal of fixed assets, intangible assets, and other 131,531.00 5,732,764.00 long-term assets
Net cash received from disposal of 0.00 0.00 subsidiaries or other operational units
Other investment related cash received 0.00 0.00
Subtotal of cash inflow due to 525,567,522.57 335,677,161.37 investment activities
Cash paid for construction of fixed assets, intangible assets and other 440,504,888.78 1,135,208,372.08 long-term assets
Cash paid at investment 214,803,826.00 50,000,000.00
Net increase of loan against pledge 0.00 0.00
Net cash received from subsidiaries and 0.00 0.00 other operational units
Other cash paid for investment 0.00 0.00 activities
Subtotal of cash outflow due to 655,308,714.78 1,185,208,372.08 investment activities
Net cash flow generated by investment -129,741,192.21 -849,531,210.71
III.Cash flow generated by financing
Cash received as investment 23,462,100.00 185,698,900.00
Incl: Cash received as investment from 23,462,100.00 185,698,900.00 minor shareholders
Cash received as loans 1,871,300,000.00 2,438,690,000.00
Cash received from bond placing 0.00 0.00
Other financing –related cash received 0.00 0.00
Subtotal of cash inflow from financing 1,894,762,100.00 2,624,388,900.00 activities
Cash to repay debts 1,831,614,803.54 2,116,005,000.00
Cash paid as dividend, profit, or 510,110,475.00 494,881,239.59 interests
77 Incl: Dividend and profit paid by 14,049,647.45 8,122,726.78 subsidiaries to minor shareholders
Other financing –related cash received 3,000,000.00 5,470,000.00
Subtotal of cash outflow due to 2,344,725,278.54 2,616,356,239.59 financing activities
Net cash flow generated by financing -449,963,178.54 8,032,660.41
IV. Influence of exchange rate 235,957.58 -191,194.08 alternation on cash and cash equivalents
V.Net increase of cash and cash 177,983,365.33 -220,514,210.56 equivalents
Add：Balance of cash and cash 798,485,320.49 1,018,999,531.05 equivalents at the beginning of term
VI. Balance of cash and cash 976,468,685.82 798,485,320.49 equivalents at the end of term
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
6.Parent company statement of Cash Flow
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Unit：RMB
Items Current term Amoun of last year
I.Net cash flow form business operation
Cash received from sales of products 8,122,397.28 8,771,436.34 and providing of services
Tax returned
Other cash received from business 164,237,253.86 103,020,466.66 operation
Subtotal of cash inflow from business 172,359,651.14 111,791,903.00 activities
Cash paid for purchasing of merchandise and services
Cash paid to staffs or paid for staffs 52,629,604.75 53,499,985.74
Taxes paid 1,970,000.06 859,431.29
Other cash paid for business activities 46,507,118.16 48,525,928.80
Subtotal of cash outflow from business 101,106,722.97 102,885,345.83 activities
78 Cash flow generated by business 71,252,928.17 8,906,557.17 operation, net
II. Cash flow generated by investing
Cash received from investment 332,658,629.83 0.00 retrieving
Cash received as investment gains 241,692,938.08 354,312,577.70
Net cash retrieved from disposal of fixed assets, intangible assets, and other 13,000.00 0.00 long-term assets
Net cash received from disposal of 0.00 0.00 subsidiaries or other operational units
Other investment related cash received 27,106,944.46 175,142,516.65
Subtotal of cash inflow due to 601,471,512.37 529,455,094.35 investment activities
Cash paid for construction of fixed assets, intangible assets and other 3,914,898.46 8,610,087.62 long-term assets
Cash paid at investment 315,981,826.00 522,500,000.00
Net cash received from subsidiaries 0.00 0.00 and other operational units
Other cash paid for investment 685,000,000.00 30,000,000.00 activities
Subtotal of cash outflow due to 1,004,896,724.46 561,110,087.62 investment activities
Net cash flow generated by investment -403,425,212.09 -31,654,993.27
III.Cash flow generated by financing
Cash received as investment
Cash received as loans 750,000,000.00 1,065,990,000.00
Cash received from bond placing
Other financing –related cash received
Subtotal of cash inflow from financing 750,000,000.00 1,065,990,000.00 activities
Cash to repay debts 0.00 902,460,000.00
Cash paid as dividend, profit, or 258,159,714.46 211,749,505.71 interests
Other financing –related cash received 3,000,000.00 5,470,000.00
Subtotal of cash outflow due to 261,159,714.46 1,119,679,505.71
79 financing activities
Net cash flow generated by financing 488,840,285.54 -53,689,505.71
IV. Influence of exchange rate 235,957.58 -191,194.08 alternation on cash and cash equivalents
V.Net increase of cash and cash 156,903,959.20 -76,629,135.89 equivalents
Add：Balance of cash and cash 625,270,216.39 701,899,352.28 equivalents at the beginning of term
VI. Balance of cash and cash 782,174,175.59 625,270,216.39 equivalents at the end of term
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
80 7.Consolidated Statement of Changes in Owners‘ Equity
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Year 2013
Unit：RMB
Amount of the current period
Owners‘ Equity attributable to Parent Company Minor Items Less: Common Total of owners‘ Specialized Attributable shareholders Share Capital Capital reserves Shares in Surplus reserves risk Other equity reserve profit equity stock provision
I.Balance at the end of last year 1,257,117,748.00 1,738,758,715.57 0.00 0.00 204,691,882.55 0.00 1,068,291,617.75 0.00 843,602,412.35 5,112,462,376.22
Add: Change of accounting 0.00 policy
Correcting of previous errors
Other 0.00
II.Balance at the beginning of 1,257,117,748.00 1,738,758,715.57 204,691,882.55 1,068,291,617.75 843,602,412.35 5,112,462,376.22 current year
III.Changed in the current year 0.00 -95,782,725.76 29,058,896.20 35,862,938.15 -28,857,048.98 -59,717,940.39
（I） Net profit 127,777,721.75 -27,727,676.97 100,050,044.78
（II）Other misc.income -95,782,725.76 -95,782,725.76
Total of (I) and (II) 0.00 -95,782,725.76 0.00 127,777,721.75 -27,727,676.97 4,267,319.02
(III) Investment or 0.00 0.00 0.00 0.00 23,462,100.00 23,462,100.00 decreasing of capital by owners
1. Capital inputted by owners 23,462,100.00 23,462,100.00 81 2．Amount of shares paid and 0.00 accounted as owners‘ equity
3. Other 0.00
（IV）Profit allotment 0.00 0.00 29,058,896.20 -91,914,783.60 -24,591,472.01 -87,447,359.41
1.Providing of surplus reserves 29,058,896.20 -29,058,896.20 0.00
2．Common risk provision 0.00
3. Allotment to the owners (or -62,855,887.40 -24,591,472.01 -87,447,359.41 shareholders)
4. Other 0.00
(V) Internal transferring of 0.00 0.00 0.00 0.00 0.00 0.00 owners‘ equity
1. Capitalizing of capital reserves (or to capital shares)
2. Capitalizing of surplus reserves (or to capital shares)
3．Making up losses by surplus reserves.
4. Other 0.00
(VI) Special reserves
1. Provided this year
2．Used this term
(VII).Other
IV. Balance at the end of this 1,257,117,748.00 1,642,975,989.81 233,750,778.75 1,104,154,555.90 814,745,363.37 5,052,744,435.83 term
Year 2012 82 Unit:RMB
Amount of last year
Owners‘ Equity attributable to Parent Company Minor Items Less: Common Total of owners‘ Specialized Surplus Attributable shareholders Share Capital Capital reserves Shares in risk Other equity reserve reserves profit equity stock provision
I.Balance at the end of last year 1,257,117,748.00 1,697,958,715.57 191,496,386.02 968,553,255.86 640,628,622.13 4,755,754,727.58
Add：Business combinationinvolving entities under common control
Add: Change of accounting policy
Correcting of previous errors
Other
II.Balance at the beginning of 1,257,117,748.00 1,697,958,715.57 191,496,386.02 968,553,255.86 640,628,622.13 4,755,754,727.58 current year
III.Changed in the current year 40,800,000.00 13,195,496.53 99,738,361.89 202,973,790.22 356,707,648.64
（I） Net profit 175,789,745.82 25,397,617.00 201,187,362.82
（II）Other misc.income 0.00 40,800,000.00 40,800,000.00
Total of (I) and (II) 0.00 40,800,000.00 0.00 175,789,745.82 25,397,617.00 241,987,362.82
(III) Investment or decreasing 0.00 0.00 0.00 185,698,900.00 185,698,900.00 of capital by owners
1. Capital inputted by owners 185,698,900.00 185,698,900.00
2．Amount of shares paid and 0.00 accounted as owners‘ equity
83 3. Other 0.00 0.00
（IV）Profit allotment 0.00 13,195,496.53 -76,051,383.93 -8,122,726.78 -70,978,614.18
1.Providing of surplus reserves 13,195,496.53 -13,195,496.53 0.00
2．Common risk provision 0.00
3. Allotment to the owners (or -62,855,887.40 -8,122,726.78 -70,978,614.18 shareholders)
4. Other 0.00 0.00
(V) Internal transferring of 0.00 0.00 0.00 0.00 0.00 owners‘ equity
1. Capitalizing of capital reserves (or to capital shares)
2. Capitalizing of surplus reserves (or to capital shares)
3．Making up losses by surplus reserves.
4. Other 0.00
(VI) Special reserves
1. Provided this year
2．Used this term
(VII).Other
IV. Balance at the end of this 1,068,291,617.7 1,257,117,748.00 1,738,758,715.57 204,691,882.55 843,602,412.35 5,112,462,376.22 term 5
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
84 8.Parent statement of Changes in Owners‘ Equity
Prepared by:：Guangdong Provincial Expressway Development Co., Ltd.
Year 2013
Unit ：RMB
Amount of the current term
Less： Common Items Specialized Attributable Total of owners‘ Practical capital collected Capital reserves Shares in Surplus reserves risk reserve profit equity stock provision
I.Balance at the end of last year 1,257,117,748.00 1,738,906,856.32 0.00 0.00 204,691,882.55 0.00 886,817,454.46 4,087,533,941.33
Add: Change of accounting 0.00 policy
Correcting of previous errors
Other 0.00
II.Balance at the beginning of 1,257,117,748.00 1,738,906,856.32 0.00 0.00 204,691,882.55 0.00 886,817,454.46 4,087,533,941.33 current year
III.Changed in the current year 0.00 -95,782,725.76 0.00 0.00 29,058,896.20 0.00 198,674,178.37 131,950,348.81
（I） Net profit 290,588,961.97 290,588,961.97
（II）Other misc.income -95,782,725.76 -95,782,725.76
Total of (I) and (II) 0.00 -95,782,725.76 0.00 0.00 0.00 0.00 290,588,961.97 194,806,236.21
(III) Investment or decreasing of 0.00 capital by owners
1. Capital inputted by owners 0.00
85 2．Amount of shares paid and 0.00 accounted as owners‘ equity
3. Other 0.00
（IV）Profit allotment 0.00 0.00 0.00 0.00 29,058,896.20 0.00 -91,914,783.60 -62,855,887.40
1.Providing of surplus reserves 29,058,896.20 -29,058,896.20 0.00
2．Common risk provision 0.00
3. Allotment to the owners (or -62,855,887.40 -62,855,887.40 shareholders)
4. Other
(V) Internal transferring of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners‘ equity
1. Capitalizing of capital reserves (or to capital shares)
2. Capitalizing of surplus reserves (or to capital shares)
3．Making up losses by surplus reserves.
4. Other 0.00
(VI) Special reserves 0.00
1. Provided this year
2．Used this term
(VII).Other
IV. Balance at the end of this 1,085,491,632.8 1,257,117,748.00 1,643,124,130.56 0.00 0.00 233,750,778.75 0.00 4,219,484,290.14 term 3
Year 2012 86 Unit：RMB
Amount of last year
Less： Common Items Specialized Attributable Total of owners‘ Practical capital collected Capital reserves Shares in Surplus reserves risk reserve profit equity stock provision
I.Balance at the end of last year 1,257,117,748.00 1,698,106,856.32 0.00 0.00 191,496,386.02 0.00 830,913,873.10 3,977,634,863.44
Add: Change of accounting 0.00 policy
Correcting of previous errors 0.00
Other 0.00
II.Balance at the beginning of 1,257,117,748.00 1,698,106,856.32 0.00 0.00 191,496,386.02 0.00 830,913,873.10 3,977,634,863.44 current year
III.Changed in the current year 0.00 40,800,000.00 0.00 0.00 13,195,496.53 0.00 55,903,581.36 109,899,077.89
（I） Net profit 131,954,965.29 131,954,965.29
（II）Other misc.income 40,800,000.00 40,800,000.00
Total of (I) and (II) 0.00 40,800,000.00 0.00 0.00 0.00 0.00 131,954,965.29 172,754,965.29
(III) Investment or decreasing of 0.00 capital by owners
1. Capital inputted by owners 0.00
2．Amount of shares paid and 0.00 accounted as owners‘ equity
3. Other 0.00
（IV）Profit allotment 0.00 0.00 0.00 0.00 13,195,496.53 0.00 -76,051,383.93 -62,855,887.40
1.Providing of surplus reserves 13,195,496.53 -13,195,496.53 0.00
87 2．Common risk provision 0.00
3. Allotment to the owners (or -62,855,887.40 -62,855,887.40 shareholders)
4. Other 0.00
(V) Internal transferring of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners‘ equity
1. Capitalizing of capital reserves 0.00 (or to capital shares)
2. Capitalizing of surplus 0.00 reserves (or to capital shares)
3．Making up losses by surplus 0.00 reserves.
4. Other 0.00
(VI) Special reserves 0.00 0.00
1. Provided this year 0.00
2．Used this term 0.00
(VII).Other 0.00
IV. Balance at the end of this 1,257,117,748.00 1,738,906,856.32 0.00 0.00 204,691,882.55 0.00 886,817,454.46 4,087,533,941.33 term
Legal Representative:Zhu Zhanliang Person in charge of accounting：Yun Wujun Accounting Dept Leader: Liu Xiaomei
88 III.Company Profile
(1).History
The Company was established in February 1993, which was originally named as Guangdong Fokai Expressway Co., Ltd. On June 30, 1993, it was renamed as Guangdong Provincial Expressway Development Co., Ltd. after reorganization pursuant to the approval of the Office of Joint Examination Group of Experimental Units of Share Holding System with YLSB (1993)No. 68 document. The share capital structure after reorganization is as follows:
Composition of state-owned shares: The appraised net value of state-owned assets of Guangdong Jiujiang Bridge Co. and Guangfo Expressway Co., Ltd. as of January 31, 1993 confirmed by Guangdong State-owned Asset Management Dept., i.e.,RMB 418.2136 million, was converted into 155.025 million shares. Guangdong Expressway Co. invested cash of RMB 115 million to subscribe for 35.9375 million shares. Other legal persons invested cash of RMB 286.992 million to subscribe for 89.685 million shares. Staff of the Company invested RMB 87.008 million to subscribe for 27.19 million shares. The total is RMB 307.8375.
2． Pursuant to the approval of Guangdong Economic System Reform Committee and Guangdong Securities Regulatory Commission with YTG (1996) No. 67 document, part of the shareholders of non-state-owned legal person shares transferred 20 million non-state-owned legal person shares to Malaysia Yibao Engineering Co., Ltd. in June 1996.
3. Pursuant to the approval of Securities Commission under the State Council with WF (1996) No. 24 approval document and that of Guangdong Economic System Reform Committee with YTG (1996) No. 68 document, the Company issued 135 million domestically listed foreign investment shares (B shares) to overseas investors at the price of HKD 3.54 (equivalent to RMB 3.8) with the par value of each share being RMB 1 during June to July 1996.
4. Pursuant to the reply of the Ministry of Foreign Trade and Economic Cooperation of the People‘ s Republic of China with (1996) WJMZYHZ No. 606 document, the Company was approved to be a foreign-invested joint stock company limited.
5．The Company distributed dividends and capitalized capital common reserve for the year 1996 in the following manner: The Company paid 1.7 bonus shares f or each 10 shares and capitalized capital common reserve on 3.3-for-10 basis.
6. Pursuant to the approval of China Securities Regulatory Committee (CSRC) with ZJFZ (1997) No. 486 and No. 487 document, the Company issued 100 million public shares (A shares) at the price of RMB 5.41 in term of ―payable in full on application, pro-rate placing and subject to refund‖ with the par value of each share being RMB 1 in January 1998.
7．In accordance with the Resolutions of the 1999 Shareholders‘ General Meeting of the Company and pursuant to the approval of Guangzhou Securities Regulatory Office under CSRC with GZZJH (2000) No. 99 and that of CSRC with ZJGSZ (2000) No. 98, the Company offered 3 Rights for every 10 shares of 764.256249 million shares at the price of RMB 11 per Right.73,822,250 ordinary shares were actually placed to all
8. Pursuant to the reply of the General Office of the People‘ s Government of Guangdong Province with YBH (2000) No. 574 document, the state-owned shares were transferred to Guangdong Communication Group Co., Ltd. (Group Co.) for holding and management without compensation.
89 9.Pursuant to the approval of Shenzhen Stock Exchange, 53.0205 million staff shares of the Company (132,722 shares held by directors, supervisors and senior executives are temporarily frozen) were listed on February 5, 2001.As of June 30, 2013, the quantity of the shares subject to sale restriction held by senior executives is 156,442.
10.In accordance with the resolutions of 2000 annual shareholders‘ general meeting, the Company capitalized capital common reserve into 419,039,249 shares on 5-for-10 basis with the total share capital as of the end of 2000, i.e., 838,078,499 shares as base. The date of stock right registration was May 21, 2001. The ex-right date was May 22, 2001.
11 ． On March 8, 2004,As approved by China Securities Regulatory Commission by document Zheng-Jian-Gong-Si-Zi [2003]No.3, the 45,000,000 non-negotiable foreign shares were placed in Shenzhen Stock
12. On December 21, 2005, the Company's plan for share holding structure reform was voted through at the shareholders' meeting concerning A shares. On January 26 2006, The Ministry of Commerce of PRC issued ―The approval on share converting of Guangdong Provincial Expressway Development Co., Ltd.‖ to approve the share equity relocation and transformation. On October 9 2006, according to the ―Circular about implementing of share equity relocation and relative trading‖ issued by Shenzhen Stock Exchange, the abbreviation ID of the Company‘s A shares was restored from ―G-Expressway‖ ―Expressway A‖.
(2)Organization structure and the actual controller of the Company
As of June 30, 2013，Registration capital :RMB1,257,117,748，Legal representative：Zhu Zhanliang，Registration place:No.85, Baiyun Road, Guangzhou, Headquarters Office: 45-46/F, Litong Plaza, No.32, Zhujiang East Road, Zhujiang New City, Tihe Disrtict , Guangzhou，The company has set up: Investment Development Dept, Security Affairs Department, Management Department, Financial Management Department, Base construction Department, Audit and Supervise Department, Affairs Department, Personnel Department , Party Work Department, Law affairs Department and Labour union etc.
Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Li Jing. Date of establishment: June 23, 2000. As of December 31, 2013,Registered capital: RMB 26.8 billion. It is a solely state-owned limited company. Business scope：equity management, organization of asset reorganization and optimized allocation, raising funds by means including mortgage, transfer of property rights and joint stock system transformation, project investment, operation and management, traffic infrastructure construction, highway and railway project operation and relevant industries, technological development, application, consultation and services, highway and railway passenger and cargo transport, ship industry, relevant overseas businesses（if the above mentioned business scope requires licenses to operate, then operation licenses are required）..
（3）The company‘s main business and share ,Holding company
The Company is mainly engaged in the investment, construction, charge collection, maintenance and operation management concerning expressways, high-grade highways, bridges, tunnels, pipelines and other traffic infrastructures, R&D, sales and services concerning highway communication system, monitoring system, charge collection system and information network supporting the said business, investment consultation and services concerning traffic and transportation projects. (Subject to special national regulations).
The Company is mainly engaged in tolling and maintenance of Guangfo Expressway, Fokai Expressway and Jiujiang Bridge, investment in technological industries and provision of relevant consultation while investing in Shenzhen Huiyan Expressway Co., Ltd., Guangdong Maozhan Expressway Co.,Ltd, Guangzhou Guanghui
90 Expressway Co., Ltd.,Jingzhu Expressway Guangzhu Co., Ltd.,Guangdong Jiangzhong Expressway Co., Ltd., Zhaoqing Yuezhao Expressway Co., Ltd.,Ganzhou Kangda Expressway , Ganzhou Gankang Expressway Co., Ltd.，Guangzhou Guangle Expressway Co., Ltd. ,Guangdong Yueke Technology Petty Loan Co., Ltd.and Asia Kitchen & Bath City Co., Ltd invest by the Company‘s subsiduary company Fokai Expressway.
IV. Principal accounting policies, accounting estimates and early errors （1）Basis for Preparing the Financial Statements
The company prepares the financial statements on the basis of a continuous operation, the actual transactions, ―Accounting Standards for Enterprises – Basic Standards‖, other accounting standards & related regulations. Furthermore, all the materials of financial statements of the company meet the relevant disclosure requirements of financial statements and notes on the ―Editing and Reporting Rules Regarding Information Disclosure for Companies Publicly Issuing Securities No. 15 – General Provisions of Financial Statements‖ promulgated and revised by China Securities Regulatory Commission in 2010.
(2). Statement on the Accounting Standard Followed by the Company
The financial statements prepared by the Company comply with the requirements of corporate accounting standards. They truly and completely reflect the financial situations, operating results, equity changes and cash flow, and other relevant information of the company.
(3)Fiscal Year
The Company adopts the Gregorian calendar year commencing on January 1 and ending on December 31 as the fiscal year.
（4）Standard currency for bookkeeping
The Company takes RMB as the standard currency for bookkeeping.<0}
（5）Accountings for Business Combinations under the Same Control & Business Combinations not under the Same Control
1.Business Combinations under the Same Control
The assets and liabilities that the company obtains in a business combination shall be measured on the basis of their carrying amount in the combined party on the combining date. As for the balance between the carrying amount of the net assets obtained by the combining party & the carrying amount of the consideration paid by it (or the total par value of the shares issued), the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted.
The direct costs for the business combination of the company, including the expenses for audit, assessment and legal services, shall be recorded into the profits & losses at the current period.
The handling fees, commissions & other expenses for the issuance of equity securities for the business combination shall be credited against the surplus of equity securities; if the surplus is not sufficient, the retained earnings shall be offset.
91 Where the accounting policies adopted by the combined parties are different from those adopted by the company, the company shall adjust them on the combining date according to the accounting policy it adopts, and shall, pursuant to the Accounting Standards for Enterprises, recognize them on the basis of such adjustments.
2. Business Combinations not under the Same Control
The assets paid as the consideration for the business combination & the liabilities assumed on the acquisition date shall be measured in accordance with the fair value. The difference between the fair value & its carrying amount shall be recorded into the profits & losses at the current period.
The company will distribute the combination costs on the acquisition date.
The company shall recognize the positive balance between the combination costs & the fair value of the identifiable net assets it obtains from the acquire as Goodwill while it shall record the negative balance between the combination costs & the fair value of the identifiable net assets it obtains from the acquire into the profits & losses of the current period.
As for the assets other than intangible assets acquired from the acquire in a business combination (not limited to the assets which have been recognized by the acquire), if the economic benefits brought by them are likely to flow into the enterprise and their fair values can be measured reliably, they shall be separately recognized and measured in light of their fair values. As for any intangible asset acquired in a combination, if its fair value can be measured reliably, it shall be separately recognized as an intangible asset and shall measured in light of its fair value. As for the liabilities other than contingent liabilities acquired from the acquire, if the performances of the relevant obligations are likely to result in any out-flow of economic benefits from the enterprise, and their fair values can be measured reliably, they shall be separately recognized and measured in light of their fair values. As for the contingent liabilities of the acquire obtained in a combination, if their fair values can be measured reliably, they shall be separately recognized as liabilities and shall be measured in light of their fair values.
(6) Accounting policies for disposal of share equity and loss of control
（1）Judgment of package transactions
（2）Accounting treatment of package transactions
（3）Accounting treatment of non-package transactions
（7）Methods for Preparing the Consolidated Financial Statements
(1) Methods for Preparing the Consolidated Financial Statements
The scope of the consolidated financial statements will be recognized on the basis of controlling. All the subsidiaries will be included into the consolidated financial statements.
The accounting policies & accounting periods adopted by all the subsidiaries that have been included into the scope of the consolidated financial statements should be consistent with those adopted by the company. If the accounting policies & accounting periods adopted by the subsidiaries are different from those adopted by the company, the company shall make necessary adjustments according to the accounting policies & accounting periods it adopts when preparing the consolidated financial statements.
92 After adjusting the long-term equity investments on its subsidiaries according to the equity method, the company shall prepare the consolidated financial statements based on the financial statements of the company & its subsidiaries, and other related documents.
The influences of the internal transactions between the company & its subsidiaries, and its subsidiaries themselves on the consolidated balance sheet, consolidated profit statement, consolidated cash flow statement & consolidated statement of changes in owner‘s equity will be counteracted at the preparation of the consolidated financial statements.
The portion of a subsidiary‘s equity that is not attributable to the parent is treated as minority shareholders‘ interest and presented as ―minority interest‖ in the consolidated balance sheet within owners‘ equity. The portion of net profits or losses of subsidiaries for the period attributable to minority interest is presented in the consolidated income statement below the ―net profit‖ line item as ―minority interest‖. In the consolidated financial statements, when the amount of loss for the period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders‘ portion of the opening balance of owners‘ equity of the subsidiary, the excess amount should be still allocated against minority interest.
In the report period, If the subsidiary is added through the business combination under the same control, the beginning balance of the consolidated balance sheet shall be adjusted. The incomes, expenses & profits of the subsidiary incurred from the beginning of the current period to the end of the reporting period shall be included into the consolidated profit statement. The cash flow from the beginning of the current period to the end of the reporting period shall be included into the consolidated cash flow statement.
For purchase of minority interests held by the minority shareholders of a subsidiary, when preparing the consolidated financial statements, the difference between the long-term equity investment newly gained by buying minority interests and the portion of net assets consistently calculated from the acquisition date (or the consolidation date) pursuant to newly added shareholding percentage entitled by the subsidiary should be adjusted to the owners‘ equity (the capital reserve). If the capital reserve is not sufficient to absorb the difference, any excess is adjusted against retained earnings.
In the report period, If the company disposes its subsidiary, the incomes, expenses & profits incurred from the beginning of the subsidiary to the disposal date shall be included into the consolidated profit statement. The cash flow from the beginning of the subsidiary to the disposal date shall be included into the consolidated cash flow statement.
（2）Accounting treatment when the share equity of the same subsidiary is purchased and sold, or sold andsurchased in successively two years.
（8） Recognition Standard of Cash & Cash Equivalents
The company recognizes its cash in vault & the deposits that are ready for payment at any time as cash when preparing the cash flow statement.which are featured with short term (expire within 3 months since purchased), high liquidity, easy to convert to know cash, low in risk of value change, could be recognized as cash equivalents. Equity investment are not recognized as cash equivalents.
（9）Foreign Currency Transaction
（1）Foreign Currency Transaction
93 The foreign currency transaction uses the spot rate at the time of the transaction as the exchange rate to convert the currency into CNY for keeping account.
The balances of the foreign currency monetary items shall be converted according to the spot rate on the balance sheet date. Except that the exchange balances on the foreign currency borrowings for expenses on the assets eligible for capitalization shall be dealt according to the principle of loan expense capitalization, all the other exchange balances shall be included into the profits & losses at the current period. The foreign currency non-monetary items measured in historical costs shall still be converted according to the spot rate at the time of the transaction. Their account standard money amounts shall not be changed. The foreign currency non-monetary items measured in fair values shall be converted according to the spot rate on the recognition date of the fair values. The exchange balances incurred accordingly shall be recorded into the profits & losses at the current period or the additional paid-in capital.
（2）Conversion of Foreign Financial statement
（10）Financial tools
1. Categories of financial Tools
The Company divides the financial assets into four categories: financial assets measured at fair value and their variations are recognized as current gain/loss, including trade financial assets or financial liabilities and recognized directly as financial assets measured at fair value and their variations are recognized as current gain/loss; Investment hold till expiration; loans and account receivable; saleable financial assets .The company divides the financial liabilities into two categories: financial liabilities measured at fair value and their variations are recognized as current gain/loss; other financial liabilities.
2. Recognition and measurement of financial tools
(1) Financial assets and liabilities measured at fair value and their variations are recognized as current gain/loss
The fair value (after deducting of announced but not distributed cash dividend or due but not obtained bond interests) is recognized as initial amount when obtained.
Interests or cash dividends during the period of holding are recognized as investment gains. The fair value will be adjusted and accounted as current gain/loss.
When disposed, the differences between fair value and initial amount are recognized as investment gains, and thus adjust the gain/loss of fair value.
(2) Investment hold till expiration
The fair value (after deducting of due but not obtained bond interests) plus the related trade expenses is recognized as initial amount when obtained.
Interest gains will be calculated at amortizing of costs and actual interest rate (the face rate is adopted when the difference between the actual rate and face rate is minor) during the period of holding, and accounted as investment gains. Actual rate is recognized when obtained, and is not changed in the predictable holding period or applicable shorter period.
When disposed, the difference between the obtained price and book value is accounted as investment gains.
94 If the company sells or reclassifies large-amount due investments before the expired date (large amount refers to comparing with the amount before the selling or reclassifying the investments), the company will reclassify the rest of the investments as financial assets for sale, and in the current accounting period or within two complete accounting years, no financial assets will be classified as holding due assets, except for the following situations: the sale date or reclassification date is close to the expired date of the investment (such as three months before the expired), and the change of interest rate has no significant influence on the fair value of the investment; after all the initial principal is mostly recovered according to periodic payments or repay in advance regulated in the contract, the rest part will be sold or reclassified; the sale and reclassification is caused by the independent events which are uncontrollable and unexpected and will not happen any more. (3) Account receivable
The receivable debts of selling goods or providing services, and the credits of other company hold by the company not including the debt which has price in active market, including accounts receivable, notes receivable, prepaid accounts, other receivables, long-term receivables, etc. The contract or agreement price charging from purchaser should be taken as the initial confirmation amount; if it has the nature of financing, it should be confirmed according its current value.
When retrieved or disposed of, the difference between the actual received amount and the book value is accounted as current gain/loss.
(4) Saleable financial assets
The fair value (after deducting of announced but not distributed cash dividend or due but not obtained bond interests) plus the related trade expenses is recognized as initial amount when obtained.
Interest or cash dividend occurred during the period of holding is recognized as investment gains. Change of fair value is accounted as capital reserves (other capital reserves) at the end of term.
When disposed, the difference between the obtained price and book value is accounted as investment gains. Meanwhile, the corresponding part of accumulated change of fair value accounted as owners‘ equity is transferred into investment gain/loss.
(5) Other financial liabilities
Other financial liabilities are recognized initially at the sum of fair value and related trade expenses. Successive measurement will be on the basis of amortized costs.
3. Recognition and measurement basis of financial asset transposition
When financial asset transposition occurred, the recognition of this particular financial asset is terminated if almost all risks and rewards attached to the asset have been transferred to the acceptor. If retain all the risks and rewards of ownership of financial assets, the financial assets can be confirmed. When determine whether the transfer of financial assets meet the conditions of confirmation of the above financial assets, the principle of substance being more important than form should be adopted. The transfer of financial assets can be divided into overall transfer and part transfer of financial assets. If the transfer of financial assets meet the conditions of terminating confirmation, the following the difference of the two amounts will be included in the current profit and loss:
(1) Book value of the financial asset to be transposed;
95 (2) The sum of price received due to the transposition, and the accumulation of change in fair value originally accounted as owners‘ equity (when the asset to be transposed is saleable financial asset).
If part transfer of financial assets meet the conditions of terminating confirmation, the book value of the transferred financial assts, the difference between the confirmed part and the unconfirmed part (in this case, the service assets retained should be deemed as the part of unconfirmed financial assets), should be amortized in accordance with their relative fair value, and the difference between the following two amount should be included current profit and loss: ① Book value of the confirmed part; ②All fair values of financial assets and financial liabilities are recognized with reference to the price in the active market.
If the transfer of financial assets does not meet the conditions of terminating confirmation, the financial assets should be confirmed again, the prices received will recognized as financial liabilities. 4.The conditions to stopping the financial liabilities
The obligation of financial liabilities are already cancelled which should be stopped confirming the financial liability or the part of it. Our company could stop confirming the currently financial liability and begin to confirm the newly financial liability if the loaner made an agreement that they would assume the new way of financial liability which replace the current one, and make sure the newly financial liability is totally different from the old one in contract with our company.
Stop admitting the financial liability or a part of it, and at mean time we could admit the newly financial liability which is in new insertions of contract as the newly financial liability if the current financial liability has been revised.
Stop admitting the balance of value of financial liability and consideration (Including the roll-out of non-cash assets or financial liabilities) which could be consider as current profits and losses.
Stop and continue admitting a part of value, and distribute the value of financial liability, if our company repurchased the part of financial liability. And the balance of value of which distributed to the part of stopping admitting and paid (Including the roll-out of non-cash assets or financial liabilities) which could be consider as current profits and losses.
5.Recognition basis of financial assets and financial liabilities
All fair values of financial assets and financial liabilities are recognized with reference to the price in the active market（Using valuation technique, etc）.
6. Impairment provision for financial assets ①Impairment provision for financial assets for sale: If the fair value of financial assets for sale greatly drops at the end of the period, or after considering all the relevant factors and expecting decrease trend is non-temporary, the impairment should be confirmed, and the accumulative loss formed by the decrease of fair value of owner‘s equity originally included should be transferred out altogether and confirmed as impairment loss. ②Holding the impairment provision of expired investments:
The measurement of holding the impairment provision of expired investment will be according to the method of the measurement of impairment provision for receivables.
96
Various recognition standards of various kinds of available for sale financial assets impairment
（7）If investment held to mature is recztegorized to sellable financial assets, please state the intention or evidence of change incapability .
（11）Accounts Receivable 1. Accounts receivable with material specific amount and specific provisioned bad bebt preparation. the accounts receivable whose single amount is over RMB Judgment criteria or amount standard of material specific 1 million & accounts for over 10% of the accounts amount or amount criterial： receivable amount.
Conduct the devalue test separately. Set up the bad debt reserve according to the shortfall of the present value of Provision method with material specific amount and expected future cash flows against its carrying amount and provision of specific bad debt preparation： record it into the profits & losses at the current period.
2. The accounts receivable of bad debt provisions made by Group
Name Method Recognition basis of credit risk feature portfolio： The accounts receivable whose single amount is over RMB 1 million & accounts for over 10% of the accounts receivable The adopting aging amount. the accounts receivable under 5 years of age which analysis method are not significant without any business connections any more. In Group, the adopting aging analysis method √Applicable□Not applicable Reserve proportion for account Aging account Reserve proportion for other receivables (%) receivable (%) Within 1 year (including 1 0% 0% year) 1－2 years 10% 10% 2－3 years 30% 30% 3－4 years 50% 50% 4－5 years 90% 90% Over 5 years 100% 100% Accounts on percentage basis in group □ applicable √not applicable Accounts on other basis in group √Applicable □ not applicable
97 Name Mechod Conduct the devalue test separately. Set up the bad debt reserve according to the shortfall of the present value of expected future
cash flows against its carrying amount and record it into the profits & losses at the current period. （3）Recognition Standard and Counting & Drawing Method of Bad Debt Reserves for the Accounts Receivable Whose Single Amount Is not Significant The accounts receivable under 5 years of age which are not significant Reason without any business connections any more.
Conduct the devalue test separately. Set up the bad debt reserve according to the shortfall of the present value of expected future cash Mechod flows against its carrying amount and record it into the profits & losses at the current period.
（12） Inventories
1.Investories class: The company‘s stocks can be classified as: raw materials, inventory goods, low-value consumables & other materials, etc.
2. Valuation method of inventory issued :The company calculates the prices of its inventories according to the weighted averages method or the first-in first-out method.
3. Recognition Basis of Inventories‘ Net Realizable Values and Counting & Drawing Method of Obsolete Inventory Reserves:After taking stock at the end of the period,
4. Inventory System:Adopts the Perpetual Inventory System
5.Amortization method of consumption goods with low value and wrap page
Consumption goods with low value
Consumption goods with low value adopt one time amortization method when used.
Packing
Amortization method：
（13）Commissioned loan Commissioned loan should be accounted according to actual commissioned loan amount. Account receivable interest rate according to the interest rate stipulated in commissioned loan. Make overall inspection on the principal of commissioned loan on the balance sheet date, if there is evidence showing that the principal of commissioned loan is higher than the recoverable amount, impairment provision should be accounted on the commissioned loan.
（14） Long-term equity investment
1. Initial measurement
98 （1）Long-term equity investment formed by Consolidation
For Consolidation of enterprise under common control, merger cost is determined on equity combination basis. For equity investment paid by the Company in terms of cash, non-monetary asset, undertaking of debts, or issuing of equity securities, the initial cost will be the booking value of the long-term investment provided by the enterprise to be merged at the day of consolidation. The differences between the initial investment cost of long-term investment and cash paid, the non-monetary asset transferred out or book value of debt undertaken and the total face value of shares placed, is used to adjust the capital reserves. When the capital reserve is not enough to cover the adjustment, the retained gains will be adjusted. All direct expenses attached to the Consolidation are included in the gain/loss account of the current term.Business combination not under the same control: The combination costs shall be the fair values, on the acquisition date, of the assets paid, the liabilities incurred or assumed and the equity securities issued by the acquirer in exchange for the control on the acquiree & all relevant direct costs incurred for the business combination. For a business combination realized by two or more transactions of exchange, the combination costs shall be the summation of the costs of all separate transactions. Where any future event that is likely to affect the combination costs is stipulated in the combination contract or agreement, if it is likely to occur and its effects on the combination costs can be measured reliably, the amount shall also be recorded into the combination costs. (2) Long-term equity investment obtained by other ways.Long-term equity investment obtained by cash payment is recognized for initial investment cost according to the price practically paid.
Long-term equity investment obtained by placing of equity stocks is recognized for initial investment cost at the fair value of the stock.Long-term equity investment input by investors is recognized for initial investment cost according to the investment contract or agreement (less the cash dividend or profit announced but not distributed). However when the value in the contract or agreement is not fair value is not adopted.
The non-monetary asset exchange for a commercial real income and assets or the fair value other assets can be reliably measured, the initial investment cost should be determined according to long-term equity investment exchanged through the non-monetary asset exchange, unless there is evidence showing that for the fair value of assets is more reliable; the non-monetary asset exchange which does not meet the above premises, the book value of the exchanged assets to and the relevant fees and taxes to be paid should be the initial investment cost of the long-term equity investment. The initial investment cost of the long-term equity investments obtained through debt restructuring should be determined in accordance with fair value.
(2)Follow-up Measurements & Recognitions of Profits or Losses
Cost basis is adopted in accounting of long-term equity investment without joint control or major influence, and with no quotation in an active market, thus the fair value is not able to be reliably measured. Equity basis will be adopted for the long-term equity investment with joint control or major influence.The long-term equity investment that has joint control or significant influences over the invested entity shall be measured by employing the equity method. If the initial cost is more than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the initial cost of the long-term equity investment may not be adjusted. If the initial cost is less than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the difference shall be recorded into the profits & losses at the current period.The treatment for the other changes of owner’s equity besides net loss and profit of the unit being invested: for the other changes of owners’ equity besides net profit and loss of the unit being invested, when shareholding ratio remains unchanged, the part shared or undertaken according to share ratio, the book value of long-term equity investment should be adjusted, and at the same time, the capital surplus (other capital surplus).
99 （2）Recognition of Profits or Losses.Employing the cost method, besides acquiring the actual payment for investing or the dividends / profits which have already been declared but not distributed yet, the company shall recognize its current investment income by enjoying the dividends / profits declared to be distributed by the invested entity.
The investment income Recognition by cost method is only limited to distribution of accumulated net profit after the unit being invested receives investment, the part of profit and cash dividends more than the amount will be regarded as initial investment cost recovery. The loss which should be confirmed to the unit being invested under equity method should be treated in accordance with the following orders: First of all, deduct the book value of long-term equity investment. Second, if the book value of long-term equity investment can not be deducted, the long-term equity value of the net value of the unit being invested should be further confirmed as investment loss and used to deduct the book value of long-term receivables. Finally, after the above treatment, the additional liabilities to be undertaken according to investment contract or agreement should be confirmed as expected liability according to the expected liability and be concluded in the current investment loss. If the unit being invested achieves profit in the following period, after deducting the unconfirmed liabilities, it should be treated according to the adverse order as described above, the book value of the confirmed expected liabilities should be deducted, the book value of the long-term equity investment and long-term equity of net assets of the unit being invested should also be resumed, and at the same time, the investment income should be confirmed. （3） Disposal of a long-term equity investment.On disposal of a long term equity investment, the difference between the proceeds actually received and the carrying amount is recognized in profit or loss for the current period. For a long-term equity investment accounted for using the equity method, any changes in the owners’ equity of the investee other than net profits or losses included in the owners’ equity of the investing enterprise, shall be transferred to profit or loss for the current period on a pro-rata basis according to the proportion disposed of.
3. Recognition Basis for the Joint Control & the Significant Influence over the Invested Entity
The control over an economic activity in accordance with the contracts and agreements, which does not exist unless the investing parties of the economic activity with one an assent on sharing the control power over the relevant important financial & operating decisions, shall be recognized as the joint control together with other parties over the invested entity. The power to participate in making decisions on the financial & operating policies of a company, but not to control or to do joint control together with other parties over the formulation of these policies shall be recognized as the significant influence of the investing party on the invested entity.
4. Test Method for Impairment and Counting & Drawing Method for Impairment Reserves
As to a long-term equity investment with no significant influence, if there is no offer in the active market for it and its fair value cannot be reliably measured, its impairment loss shall be recognized according to the difference between its carrying amount & the current value recognized by discounting the future cash flow according to the current market return similar to the financial asset.Besides the business reputation formed by the business combination, where the measurement results of the removable amounts show that the receivable amount of any other long-term equity investment is lower than its carrying value, the difference shall be recognized as the impairment loss.No matter whether there is any sign of possible assets impairment, the business reputation formed by the business combination shall be subject to impairment test every year.Once any loss of the long-term equity investment impairment is recognized, it shall not be switched back any more.
（15）.Investment Real Estates
100 The term “Investment real estates” refers to the real estates held for generating rentand/orcapital appreciation, including the right to use any land which has already been rented, the right to use any land which is held and prepared for transfer after appreciation & the right to use any building which has already been rented.
The company shall make a measurement to the investment real estate through the cost pattern.The company shall adopt the same depreciation policy as its fixed assets for the investment real estates measured by the cost pattern-buildings for renting & the same amortization policy as its intangible assets for the right to use any land for renting. Where any evidence shows that there is possible impairment, the recoverable amount of the fixed assets shall be estimated. Where the tecoverable amount is lower than its carrying value, the corresponding impairment loss shall be recognized. Once any loss of the investment real estate impairment is recognized, it shall not be switched back any more.
（16）Fixed assets
（1）Confirmation conditions of fixed assets
The tangible assets held for producing goods, providing services, rent or operation, and the service time is longer than one fiscal year.
（2）Cognizance evidence and pricing method of financial leasing fixed assets
（3）Fixed assets depreciation method
Provision for depreciation of highways and bridges is made with work amount method. Estimatednet residual value rate is zero. Estimated useful life is determined according to the period of peration right in respect of charge collection. The concrete calculation method is as follows: The amount of provision for depreciation per standard vehicle traffic volume is to be calculated based on the estimated total standard vehicle traffic volume within expected useful life of highways and bridges and the original value or book value of highways and Bridges. Then provision for depreciation is made according to the actual standard vehicle traffic volume in each fiscal period.
The company regularly rechecks the estimate total standard vehicle traffc volume withintheremaining operation period of highways and bridges. When there is big difference between actual standard vehicle traffic volume and estimated standard vehicle traffic volume, the Company will re-estimate future total standard vehicle traffic volume and adjust the provision for depreciation per standard vehicle traffic volume to ensure that the book value of relevant highways and bridges will be completely amortized within useful life.
The company adopts the straight line method for the depreciation of fixed assets excepthighways & bridges, and recognizes the depreciation rate according to the fixed asset group, expected useful life & the expected net salvage value rate.
Depreciation ages and ration of fixed assets：
Classification of fixed asset Depreciable life（Year） Residual rate（%） Depreciation rate（%） House Building 20-30 3%-4.85%
Machine Equipment 10 9%-9.7%
Electric Equipment 5-15 6 %-19.4%
Transportation Equipment 5-8 11.25%-19.4%
Highway and Bridge：
101 Including：Guangfo Expressway 28 0% Working flow basis
Fokai Expressway 30 0% Working flow basis
4. Test Method for Fixed Asset Impairment and Counting & Drawing Method for Fixed Asset Impairment Reserves
The company shall, at the end of each period, make a judgment on whether there is any sign of possible fixed assets impairment.
Where any evidence shows that there is possible fixed assets impairment, the recoverable amount of the fixed assets shall be estimated. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the fixed assets minus the disposal expenses & the current value of the expected future cash flow of the fixed assets.
Where a fixed asset's recoverable amount is lower than its carrying value, the carrying value of the fixed asset shall be recorded down to the recoverable amount, and the reduced amount shall be recognized as the loss of the fixed asset impairment and be recorded into the profits & losses at the current period. Simultaneously, the fixed asset impairment reserve shall be made accordingly.
After the loss of the fixed asset impairment has been recognized, the depreciation expense of the impaired fixed asset shall be adjusted accordingly in the future period so as to amortize the post-adjustment carrying value of the fixed asset systematically (deducting the expected net salvage value) within the residual service life of the fixed asset.
Once any loss of the fixed asset impairment is recognized, it shall not be switched back in the future accounting periods.
（5）Other
(17).Construction-in process
1. Calculation of Construction-in-process
The constructions in process are classified & accounted according to the established projects.
2. Standard & Time Point for Carrying Constructions in Process Forward to Fixed Assets
All the expenditures that bring the construction in process to the expected condition for use shall be the credit value of the fixed asset. If the fixed asset construction in process has already reached the expected condition for use, but hasn’t been made the final account; it shall be carried forward to a fixed asset according to its estimated value based on the budget, cost or actual cost of the construction starting from the date when it reaches the expected condition for use, and the fixed asset shall be depreciated according to the company’s depreciation policy for fixed assets. After the final account has been made, the original provisional estimated value shall be adjusted according to the actual cost, but the depreciation which has originally been counted & drawn shall not be adjusted.
.3 Test Method for Construction-in-Process Impairment and Counting & Drawing Method
The company shall, at the end of each period, make a judgment on whether there is any sign of possible constructions-in-process impairment.
102 Where any evidence shows that there is possible constructions-in-process impairment, the recoverable amount of the constructions-in-process shall be estimated. The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the constructions-in-process minus the disposal expenses & the current value of the expected future cash flow of the constructions-in-process.
Where a construction-in-process's recoverable amount is lower than its carrying value, the carrying value of the construction-in-process shall be recorded down to the recoverable amount, and the reduced amount shall be recognized as the loss of the construction-in-process impairment and be recorded into the profits & losses at the current period. Simultaneously, the construction-in-process impairment reserve shall be made accordingly.
Once any loss of the construction-in-process impairment is recognized, it shall not be switched back in the future accounting periods.
（18）Loan expenses
1. Recognition principles for capitalizing of loan expenses
Borrowing expenses occurred to the Company that can be accounted as purchasing or production of asset satisfying the conditions of capitalizing, are capitalized and accounted as cost of related asset. Other borrowing expenses are recognized as expenses according to the occurred amount, and accounted into gain/loss of current term.
The assets meeting capital conditions refer to the fixed assets, investment real estates and inventories which are constructed or produced in a long time to reach the predicted use or sale state.
When a loan expense satisfies all of the following conditions, it is capitalized:
1. Expenditures on assets have taken place, asset expenditures include the assets used to construct or produce the assets which meet the capitalization conditions, and expend by cash or transferring non-cash assets or bearing interest debt; 2. Loan costs have taken place; 3. The construction or production activities to make assets to reach the intended use or sale of state have begun. 2. Duration of capitalization of Loan costs The capitalization period refers to the period from starting capitalization of loan costs to the stop of capitalization, the period of the break of capitalization of Loan costs is not included.
When the construction or production meets the intended use or sale of state of capitalization conditions, the Loan costs should stop capitalization. When the construction or production meets the conditions of capitalization and can be used individually, the capitalization of the loan costs of the assets should be stopped.
Where each part of a asset under acquisition and construction or production is completed separately and is ready for use or sale during the continuing construction of other parts, but it can not be used or sold until the asset is entirely completed, the capitalization of the borrowing costs shall be ceased when the asset is completed entirely.
.3 Capitalization Suspension Period
Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. If the interruption is a necessary step for making the qualified asset under acquisition and construction or production
103 ready for the intended use or sale, the capitalization of the borrowing costs shall continue. The borrowing costs incurred during such period shall be recorded into the profits & losses at the current period, till the acquisition and construction or production of the asset restarts.
4. Calculation of the amount of capitalization of Loan costs Interest expense due to specialized Loan and its auxiliary expenses shall be capitalized before the asset which satisfies the capitalizing conditions reaches its useable or saleable status.
Interest amount of common Loan to be capitalized equals to accumulated asset expense less weighted average of specialized loan part of asset expense multiplies capitalizing rate of common Loan occupied. Capitalizing rate is determined according to weighted average interest of common Loan.
If the Loan has discount or premium, the discount or premium amount should be determined according to actual interests in each accounting period. The interest amount should be adjusted in each period. (19).Biological assets
(20). Oil gas assets
(21) Intangible assets
1. The valuation methods of intangible assets
(1)The initial measurement is conducted according to the actual cost when the intangible assets are acquired
The cost of the purchased intangible assets includes its buying price, relevant tax and the othe expenses that are directly attributed to this assets meeting its predetermined objective and other expenses that occur. The buying price of intangible assets is over the deferred payment under normal credit conditions, which has the nature of financing materially, the cost of intangible assets is determined on the basis of the present value of its buying price.
We acquire the mortgaged intangible assets from debtors through debt restructuring and determine the entry value on the basis of the fair value of the intangible assets,we have the balance between the book value of debt restructuring and the fair value of intangible assets used for mortgage charged to the current profit and loss.
The entry value of the non-monetary assets exchanged into by the non-monetary assets are determined on the basis of the fair value of the assets exchanged out if the exchange of non-monetary assets has commercial nature and the assets exchanged into or out can be reliably measured, unless there is authentic evidence indicating that the fair value of assets exchanged into are more reliable; if the non-monetary assets that cannot meet the above prerequisite use the book value of the assets exchanged out and relevant taxes payable as the cost of the non-monetary assets, the profit and loss is not confirmed.
The entry value of the intangible assets acquired by the absorption merger under the control of one company is determined by the book value of the merged party;the entry value of the intangible assets acquired by the absorption merger that is not under the control of one company is determined by the fair value.
The cost of the intangible assets developed internally includes the materials consumed in developing the assets, cost of service, registration fees, other patent used in developing, amortization of concession and interest charges meeting the capitalization conditions and othe direct costs that occur before the intangible assets meeting the predetermined objective.
（2）Subsequent measurement
104 The Company analyses and makes judgment of its serviceable life when acquiring the intangible assets.
The intangible assets that have limited serviceable life are amortized by the straight-line method during the period when the assets can bring about economic interests;The intangible assets are deemed as uncertain serviceable life and are not amortized if it is impossible to expect the period when the assets could bring about economic interests.
（2）Extimate of service life for the intangible assets with limited life
Item Amortisation periods Basis
（3）The judgment basis of the intangible assets with indefinite life
（4） Provision for the depreciation of value of the intangible assets
The intangible assets that have certain serviceable life are conducted at the ending with the test of depreciation of value if the assets indicate obviously that those are depreciating
For conducting a test of depreciation of value of the intangible assets, it needs to estimate the recoverable amount of the assets. The recoverable amount is determined by the higher between the net amount obtained through the fair value of intangible assets minus settlement changes and the present value of the future cash flow expected by the intangible assets.
When the recoverable amount of intangible assets is below their book value, the book value of intangible assets is written down to the recoverable amount and the amount written down is confirmed as the loss of depreciation of value of intangible assets and is charged to the current profit and loss, while the corresponding provision for the depreciation of value of intangible assets is made.
The depletion of the depreciation of value of intangible assets or the amortization charge in the future period will be adjusted accordingly after confirmation of the loss of the depreciation of value of intangible assets so that it can systematically allocate the book value of intangible assets adjusted in the residual serviceable life of intangible assets(deduction of anticipated net value).
Upon confirmation of the loss of the depreciation of value of intangible assets, the loss will not be reversed in the subsequent accounting period any longer.
（5）Recondition criterion for capitalization of cost of R& D(Research and development )
（6）Accounting of internal R& D expenses
（22）Long-term amortizable expenses
Long-term prepaid expenses refer to that enterprises have already spent, and amortization periods of all expenses are more than one year (excluding 1 year), they should be amortized in the regulated years.
(23).Bond payable
When the company is issuing bonds, the total price issued should be included in the “Payable bonds” subject.
The difference between bond issuance total amount and the total amount of bond face valueshould be worked as bond premium or discount and be amortized within the bond period according to actual interest rate and vertical line method, and be treated according to borrowing costs described below。
105 (24) Asset transferring with repurchasing terms
(25).Predicted liabilities
（1）Recognition of expectable liabilities
（2）Accounting of expectable liabilities
(26).Share payment and equity instrument
（1）Category of share payment
（2）Recognition of fair value of equity instruments
（3）Recognition basis of best estimation of exercisable equity instruments
（4）Accounting treatment of share payment plan to be implemented, revised , and terminated
(27).Repurchasing of the Company’s shares
(28). Revenues
（1）Recognition time for sales of goods
（2）The toll income
The toll income refers to the operation of toll Road fees, to actually collect revenues.
（3）Incomes from transferring asset use right
（4）Confirm the eveidence to provide labor income
The service started and completed in the same accounting year should be confirmed upon the completion of labor income. If the beginning and completion of the service belongs to different accounting year, when the results of providing service transaction can be reliably estimated, on the balance sheet date, the company should confirm the relevant service income according to the completion percentage. When all the following conditions can be met, the results of the transaction can reliably estimated: (1). Total labor revenue and total labor costs can be reliably measured; (2). The economic benefits relating to transactions will flow into the enterprise; (3). The progress of completion of the service can be reliably identified. （ 5 ） Deciding of completion percentage when percentage basis is adopted to recognize income from serviceproviding or construction contracts
（29）Government subsidies
（1）Type
Government subsidies mean that the Company free of charge acquires the monetary assets and the non-monetary assets. Government subsidies can be classified into capital-related government subsidies and earnings-related one.
（2）Accounting treatment
The purchasing of the fixed assets, intangible assets and other long-term assets related to government subsidies are confirmed as deferred revenue, the revenue is in installments charged to the non-operating earnings in accordance with the serviceable life of assets built or purchased.
106 The earning-related government subsidies that are used to compensate the relevant expenses or loss are confirmed as deferred earnings when the subsidies are acquired, the deferred earnings are charged to the current non-operating earnings; When the subsidies are used to compensate the relevant expenses or loss that occurred, the subsidies are directly charged to the current non-operating earnings.
(30)Deferred income tax assets and deferred income tax liabilities
1. References for confirmation of deferred income tax assets The company is likely to determine the deferred income tax assets produced from deductible temporary differences with the limit of offsetting the taxable income of temporary difference.
2.The confirmation basis of deferred income tax liabilities
The Company confirms the temporary differences of the taxable that is not paid in the current and prior periods as the deferred income tax liabilities. However, the goodwill, the transactions formed from non-business merger and those will affect either accounting profit or the temporary differences of the taxable income when the transactions occur are not included in the deferred income tax liabilities.
(31).Accounting Methods of Income tax
The company’s income tax is accounted in Balance sheet liability approach.
The company recognizes the sum of current income tax and deferred tax as the income tax expenses(or income) in the income statement on the basis of calculating and determining the income tax of the current period(namely the current taxes payable) and the deferred tax (the deferred tax expenses or income ), but excluding the effects of the business combination and the income taxes related to the transactions or events directly recorded in the owner’s rights and interests.
(32).Operating and finance leases
（1）Operating lease charges
（2）Assets leased out under operating leases
（3）Assets acquired under finance lease
(33). Sellable assets in possession
（1）Recognition os sellable assets in possession
（2）Accounting treatment of sellable assets in possession
(34).Securitilization of assets
(35).Hedging instruments
(36).Change of main accounting policies and estimations
Is there any material change of accounting policies occurred in the year
□ Yes √ No
None
（1）Change of accounting policies
107 Is there any change in accounting policies in the report period
□ Yes √ No
（2）Change of accounting estimations
Is there any change in accounting estimations in the report period
□ Yes √ No.
(37).Correction of accounting errors in previous period
Is there any accounting error with previous period found in the report period
□ Yes √ No
N/A
（1）Retrospective restatement
Is there any retrospective restatement on the accounting error with previous periods done in the report term
□ Yes √ No
（2）Future adoption method
Is there any future adoption method apply able to accounting errors with previous period, found in the report period.
□ Yes √ No
(38).Other principal accounting policies, estimations and preparation method of financial statements
V. Taxation
1. Major category of taxes and tax retes
Tax category Tax basis Tax rate Toll income, Rent income and Business tax 3%—5% Labour income City maintenance and construction tax Turnover tax. 7%、5% According to ―Provisional Enterprise income tax Regulations of Enterprise Income 25% Tax of PRC‖. .Education surcharges Turnover tax. 3%
Local Education surcharges Turnover tax. 2% Defend expense Tax income 0.09%-0.12% Income tax rate applicable to branches and factories
2.Preferential tax and approving documents
3.Other
108 VI. Enterprise Consolidated and Consolidated Financial Statement
（I）Informationof subsidiaries
1.The subsidiary acquired through the establishment or investment and other means.
Unit：RMB
The balance between
current losses
assumed by minority
shareholders’
deducted from Balance of other Amount The year end‘s Whether ’ essenfaly Equity Voting Minority deduct from owners equity Name of Registere Business actual amount of consolidate Type Registered capital Operating scope constituting net holding shareholders‘ minority belongs to parent subsidiary d address nature capital financial investment in percentage power equity shareholders‘ investment （%） statement company and the subsidiary equity minority
shareholders’
attributable share of
owners’ equity at the
opening balance
Investment in technical industries and provision of relevant 4/F, consulting services, research and Express Guangdong Holding way development of lighting Expressway Builidin Limited sub technology of City and Road, Technology No.85 liability 100,000,000.00 95,920,000.00 100% 100% Yes Investment sidiaries Baiyun, Company energy saving and storage Co., Ltd. Yuexiu , technology, photovoltaic Guang zhou technology of solar energy and production and sales of relevant products, design, production,
109 release and agency of all kinds of domestic and foreign advertisements, construction and maintenance management of highway projects and domestic trade. (excluding gold, silver, motor vehicles and dangerous chemicals)
Notes
2.The Subsidiary through business combination under the same control
Unit:RMB
The balance between current Balance of losses assumed by minority other Amount essenfaly Whether shareholders‘ deducted from Regi The year end‘s Equity Voting deduct from Name of Business constituting consolidate Minority owners‘ equity belongs to Type stered Registered capital Operating scope actual amount of holding minority subsidiary nature net financial shareholders‘ equity address capital investment percentage power shareholders parent company and the investment （%） statement ‘ equity minority shareholders‘ in subsidiary attributable share of owners‘ equity at the opening balance Construction, tolling, West Holding maintenance and management of Guangfo Guangfo Shabei, Limited Expressw subsidia Expressway, automobile 200,000,000.00 fueling, Form Hengsha 242,151,386.98 75% 75% Yes 70,612,976.80 ay Co., ries Guang Liability Guangzhou to Foshan Ltd. xiebian，A total length of zhou Company 15.7 km, salvage, maintenance and cleaning up.
110 Operation and management of Fokai Expressway and its supporting facilities,automobile salvage, maintenance and cleaning, No.83 supply of automobile parts and components, Baiyun Guangdon Holding maintenance and Limited management of Jiujiang g Fokai subsidia Road,Yu 1,108,000,000. Bridge of Guangzhan Expressw 2,930,851,165.77 75% 75% Yes 744,132,386.57 ries Liability Highway. Auto rescue and ay Co., exiu, 00 repair (operated by Ltd. subsidiaries). Sales of Guangz Company industrial capital goods (excluding gold, silver, motor hou vehicles and dangerous chemicals), construction materials, department goods, needles, textiles, metals, cross-powers. Notes
3.The Subsidiaries through business combinations not under the same control
Unit:RMB
The balance between current Balance of losses assumed by minority other The year end‘s Equity Whether Amount deduct shareholders‘ deducted from essenfaly Voting Minority Business Registered actual amount of holding consolidate from minority owners‘ equity belongs to parent Name of subsidiary Type Registered address Operating scope constituting shareholders‘ nature capital capital percentag power financial shareholders‘ company and the minority net equity investment e （%） statement equity shareholders‘ attributable share of investment in owners‘ equity at the opening subsidiary balance
Notes
111 2. The business entity which is controlled by special purpose vehicles
Unit:RMB Major transactions with the Major assets, liabilities items recognized in the Name Company consolldated statements and its year-end balances Notes
3. Explanation to changes in scope of consolidation
Notes N/A □ Applicable √ not applicable
4. Entities that are newly included in the scope of consolidation in current reporting period
Entities that are newly included in the scope of consolidation in current reporting period Unit:RMB
Name Net asset at the end of 2012 Net profit of 2012 There is no other changes in consolidation scope except this . there is no other is no other main part to be newly included or to be excluded in consolidation scope of this period. Unit：RMB
Name Net asset at end of term Net profit of the current term
Notes
N/A
5. Business combinations involving entities under common control that happened in current reporting period
Unit:RMB
Justifications for classifying as Consolidated cash business The actual contoller flows from current Combined pary combinations which imposes the Income Net profit period to the involving entities common control combining date under common control
Notes
6. Business combinations involving entities under common control that happened in current reporting period
Unit：RMB
112 Merged party Goodwill Amount Goodwill calculation method Notes Whether existing multiple transactions step by step carry out business combination and gain the control during the reporting period. □ Applicable√ Not applicable
7.Sell stock right losing controlling right to decrease subsidiary company.
Name Date of sale Validation method of Profit and loss Notes Whether there is a transaction through the multiple step by step disposal of subsidiary investment and lose the control till the report period. □ Applicable√ Not applicable
8.Reverse acquisition occurred in the report period
Recognition of goodwill or Method to determine the Backdoor Reverse acquisition occurred merge through profit or loss combination costs calculation method
Notes
9.Takeover occurred in the report period.
Unit：RMB
Type of consolidation by merger Main assets to merge Main Liabilities to merge
Merger under the same control Items Amount Items Amount
Merger by absorption under the different control Items Amount Items Amount
Notes
10.Exchange rate of main accounts of overseas businesses
VII. Notes to the major items of consolidated financial statement
（I）Monetary Capital
Unit :RMB Amount in year-end Amount in year-begin
Items Exchange Foreign Exchange Foreign currency RMB RMB rate rate currency
Cash -- -- 110,388.36 -- -- 91,730.99
RMB -- -- 110,388.36 -- -- 91,730.99
113 Bank deposit -- -- 975,162,633.84 -- -- 797,575,906.98
RMB -- -- 975,096,721.47 -- -- 797,507,937.53
HKD 83,833.44 0.7862 65,912.37 83,824.94 0.8108 67,969.45
Other currency -- -- 1,195,663.62 -- -- 817,682.52
RMB -- -- 1,195,663.62 -- -- 817,682.52
Total -- -- 976,468,685.82 -- -- 798,485,320.49
Notes of Monetary fund has not these conditions such as usage limitation for mortgage, pledge or frozen fund, stored overseas, with potential recovery risk. 2.Dividends receivable
Unit :RMB Whether the Reasons for not relevant Amount at Increase at this Decrease at this Amount at Items being funds have year beginning period period period end recovered signs for impairment The dividends receivable with 53,360,130.21 155,017,619.19 191,729,464.66 16,648,284.74 account age less than one year
Including： ------
The dividend of Jungzhu Not Expressway in 53,360,130.21 80,648,284.74 117,360,130.21 16,648,284.74 No paydividends 2012
The dividend of Guanghui Expressway in 30,000,000.00 30,000,000.00 2012
The dividend of China Everbright Bank Co., Ltd. in 13,920,000.00 13,920,000.00 2012
The dividend of Zhaoqing Yuezhao Highway Co., Ltd. in 30,449,334.45 30,449,334.45 2013 and 2012
Including： ------
Total 53,360,130.21 155,017,619.19 191,729,464.66 16,648,284.74 -- --
Notes
114 3. Interest receivable
（1）Interest receivable
Unit :RMB Amount at year Items Increase at this period Decrease at this period Amount at period end beginning Deposit interest receivable 12,444.44 12,444.44
Total 0.00 12,444.44 12,444.44 4.Account receivable 1.Classification accojunt receivables.
Unit :RMB
Amount in year-end Amount in year- begin
Book Balance Bad debt provision Book Balance Bad debt provision Classification Amount Proportion Amount Proportion Amount Proportion Amount Proportion (%) (%) (%) (%)
Receivables with major individual amount and bad debt provision provided individually receivables 21,999,182.39 78.38% 16,867,578.80 76.36% with major individual amount and bad debt provision provided individually
Receivables provided bad debt provision in groups
Incl:account reveivables on which bad debt 6,069,434.78 21.62% 170,201.80 2.8% 5,205,594.78 23.57% 16,069.77 0.31% provisions are provided on age basis
Subtotal of group 6,069,434.78 21.62% 170,201.80 2.8% 5,205,594.78 23.57% 16,069.77 0.31%
Account receivable with minor individual amount 16,500.00 0.07% 16,500.00 100% but bad debt provision is provided
Total 28,068,617.17 -- 170,201.80 -- 22,089,673.58 -- 32,569.77 -- Category explanation of accounts receivable Receivable accounts with large amount individually and bad debt provisions were provided □Applicable √not applicable Unit:RMB Account reveivable on which bad debt proisions are provided on age basis in the group
115 √ Applicable □ not applicable
Unit：RMB
Balance in year-end Balance in year-begin
Balance of book Balance of book Age Bad debt Bad debt Propertion Propertion Amount provision Amount provision (%) (%)
Within 1 year
Including： ------
Within 1 year 4,367,416.77 71.96% 5,187,739.48 99.66%
Subtotal 4,367,416.77 71.96% 5,187,739.48 99.66%
1-2 years 1,702,018.01 28.04% 170,201.80
4-5 years 17,855.30 0.34% 16,069.77
Total 6,069,434.78 -- 170,201.80 5,205,594.78 -- 16,069.77 Receivable accounts on which had debt provisions are provided on percentage analyze basis in a portfolio □Applicable √Not applicable Receivable accounts on which had debt provisions are provided by other ways in the portfolio □Applicable √Not applicable Receivable accounts with minor amount but on which had debt provisions are provided individually at end of period □Applicable √Not applicable
（2）Receivable accounts written back or retrieved in the report period
Unit：RMB
Whether because Amount of written Name Quality Time of written off Reasons of written off of the connected off transaction
The opposite side was Huizhou Yutian bankrupt after Adverting expenses 16,500.00 No Adverting Co., Ltd. liquidation, unable to pay the debt.
Total -- -- 16,500.00 -- --
Notes
（3）The front 5 units‘ information of account receivable
Unit ：RMB
116 Relation with the Portion in total other Name Amount Ages Company receivables (%)
Guangdong Union Electronic Services Co., Non-related parties 18,930,896.39 Within 1 year 67.45% Ltd.
Shanxi Xinaote Automation engineering Non-related parties 3,068,286.00 1-2 years 10.93% Co., Ltd.
Guangdong Expressway Controlled by the same 1,068,921.00 Within 1 year 3.81% Co., Ltd. parent company
Guangzhou Zhongqiu Non-related parties 933,035.07 Within 1 year 3.32% Adverting Co., Ltd.
Zhaoqing Guangmao Non-related parties 921,779.50 Within 2 years 3.28% Expressway Co., Ltd.
Total -- 24,922,917.96 -- 88.79%
（4）Account receivable from Related parties
Unit：RMB
Portion in total other receivables Name Relation with the Company Amount (%)
Guangdong Exprwssway Controlled by the same 1,068,921.00 3.81% Co.,Ltd. parent company
Guangdong Kaiyang Controlled by the same 360,671.36 1.28% Expressway Co., Ltd. parent company
Guangdong Maozhan Controlled by the same 96,000.00 0.34% Expressway Co., Ltd. parent company
Total -- 1,525,592.36 5.43% 5. Other receivable 1.Type analyses:
Unit：RMB
Amount in year-end Amount in year-begin
Book Balance Bad debt provision Book Balance Bad debt provision Type Amount Proportion Amount Proportion Amount Proportion Amount Proportion (%) (%) (%) (%)
117 Other receivables with major individual amount and had 62,215,977.0 62,215,977.01 67.84% 62,215,977.01 100% 62,215,977.01 61.61% 100% debt provision provided 1 individuarlly
Other receivables provided bad debt provision in groups
The other receivables based on ageing analysis over the 16,464,223.53 17.96% 1,659,703.68 10.08% 21,766,201.60 21.56% 1,659,703.68 7.63% provision for bad debts
The other receivables based on Othe analysis over the 13,023,291.63 14.2% 16,999,316.59 16.83% provision for bad debts
Subtotal of group 29,487,515.16 32.16% 1,659,703.68 5.63% 38,765,518.19 38.39% 1,659,703.68 4.28%
100,981,495.2 63,875,680.6 Total 91,703,492.17 -- 63,875,680.69 ------0 9 Notes Other receivable accounts with large amount and were provided had debt provisions individually at end of period □ Applicable √ Not applicable Other receivable account in Group on which bad debt provisions were provided on age basis √ Applicable □ Not applicable Unit：RMB
Balance at the period end Balance in year-begin
Book balance Book balance Age Bad debt Proportion Proportion Bad debt provision Amount provision Amount (%) (%)
Within 1 year
Incnlding：
Within 1 year 14,804,519.85 89.92% 20,106,497.92 92.37%
Subtotal 14,804,519.85 89.92% 20,106,497.92 92.37%
Over 5 years 1,659,703.68 10.08% 1,659,703.68 1,659,703.68 7.63% 1,659,703.68
Total 16,464,223.53 -- 1,659,703.68 21,766,201.60 -- 1,659,703.68 Other receivable account in Group on which bad debt provisions were provided on percentage basis □ Applicable √ not applicable Receivable account on which bad debt provisions are provided by other ways in the portfolio □ Applicable √ not applicable Other receivable accounts with minor amount but were provided had debt provisions individually at end of period □ Applicable √ not applicable
118 （2）Other receivable accounts written back or retrieved in the report period
Unit：RMB
Accumulatively Accruing Cause of written back Content Determine the Basis of Allowances for Bad Debt Amount of Reversal or oor retrieved Bad Debt Provision before Reversal or Recovery Recovery
Separate amount is big at end of the period or not big but other account receivable and doubtful reserves shall be withdrawn Unit：RMB
Amount of bad Proportion Description Book balance Reason debts （%）
The parent company once paid RMB 33,683,774.79 into Kunlun Securities Co., Ltd, Guangdong Expressway technology investment Co., Ltd once paid RMB 18,000,000.00 into Kunlun Securities Co., Ltd. Qinghai Province Xining City‘s intermediate people‘s court made a adjudication under law declared that Kunlun Securities Co., Ltd went Kunlun bankrupt and repaid debt in Novemeber 11, 2006. On March 2007, The Sercurities 49,995,897.10 49,995,897.10 100% Company and Guangdong Expressway Technology Investment Co., Ltd Co.,Ltd. had switched the money that paid into Kunlun Secutities Co., Ltd to other account receivable, and follow the careful principle to doubtful debts provision. The RMB 710,349.92 Credit was Recovered in 2008, and the provision for bad debt is deducted, The RMB977,527.77 credit was recovered in 2011, and the provision for had debt is deducted.
Guangdong Expresswaytechnology investment Co., Ltd .should charge Beijing Gelin Enze Organic Fertilizer Co., Ltd.for RMB12,220,079.91. Beijing Eight millions of it was entrust loan, three million was temporary Gelin Enze borrowing RMB 12,400.00 is the commission loan interest, the rest of it Organic 12,220,079.91 12,220,079.91 100% was advance money for another, Beijing Gelin Enze Organic Fertilizer Fertilizer Co., Ltd‘s operating status was had and had already ceased producing, Co., Ltd. Accordingly, the controlling subsidiary of the company Guangdong Expressway Investment Co., Ltd. accounted full provision for Bad debt RMB 12,220,079.91 rpovision.
Total 62,215,977.01 62,215,977.01 -- -- Other receivable account in Group on which bad debt provisions were provided on percentage basis
（3）The front 5 units‘ information of Other account receivable
Unit：RMB
119 Relation with the Portion in total Name Amount Ages Company receivables (%) Kunlun Securities Shbsidiary shares 49,995,897.10 Over 5 years 54.52% Co.,Ltd Beijing Gelin Enze Joint venture 12,220,079.91 Over 5 years 13.33% Foshan Land resources Bureau,Chancheng No relationship 7,366,300.00 4-5 year 8.03% Branch Hengsha Station 2,500,000.00 Within 1 year 2.73% Reserve fund Guangzhou Baiyun No relationship 2,255,544.67 Within 1 year 2.46% Statetax Bureau Total -- 74,337,821.68 -- 81.07% （4） Other accounts receivable from the Related parties Unit：RMB
Relationship with the The proportion of the total Name Amount of other receivables (%) Company Beijing Gelin Enze Joint venture 12,220,079.91 13.33% Guangdong Litong Controlled by the same Property Investment Co., 1,435,856.00 1.57% parent company Ltd. Guangdong Guanghui Joint venture 668,034.00 0.73% Expressway Co., Ltd. Guangdong Xinlu Controlled by the same 493,115.31 0.54% AdvertingCo., Ltd. parent company Zhaoqing Yuezhao Joint venture 411,178.00 0.45% Highway Co., Ltd. Guangdong Yunwu Controlled by the same 136,980.96 0.15% Expressway Co., Ltd. parent company Guangdong Gaoda Controlled by the same Property Development 91,500.00 0.1% parent company Co., Ltd. Guangdong Kaiyang Controlled by the same 73,244.00 0.08% Expressway Co., Ltd. parent company Guangdong Maozhan Controlled by the same 40,100.00 0.04% Expressway Co., Ltd. parent company Guangdong Expressway Controlled by the same 39,654.00 0.04% Co., Ltd. parent company
120 Guangdong Shanfen Controlled by the same 24,486.00 0.03% Expressway Co., Ltd. parent company Yunfu Guangyun Controlled by the same 6,143.00 0.01% Expressway Co., Ltd. parent company Guangdong Luqiao Controlled by the same Construction 3,762.70 parent company Development Co., Ltd. Guangdong Xinyue Controlled by the same Communication 2,158.60 parent company Investment Co., Ltd. Total -- 15,646,292.48 17.07%
6. Prepayments
（1）Age analysis
Unit：RMB
Balance in year-end Balance in year-begin
Age Proportion Proportion Amount Amount （%） （%）
Within 1 year 2,537,047.75 86.83% 24,646,274.05 52.26%
1-2 years 11,251,264.40 23.86%
2-3 years 164,160.00 5.62% 1,576,800.00 3.34%
Over 3 years 220,738.00 7.55% 9,689,991.30 20.54%
Total 2,921,945.75 -- 47,164,329.75 --
Notes to age of prepayment:
（2） The front 5 units‘ information of prepayment: Unit：RMB
Relationship with the Reasons for pending Name Amount Time Company accounts Guangdong Xinyue Controlled by the Prepayment has not b Communication 1,432,981.80 Within 1 year same parent company een deducte Investment Co., Ltd. Prepayment has not b CPIC No relationship 511,037.55 Within 1 year een deducte Guangdong Changda Controlled by the Prepayment has not b Highway Engineering 242,502.50 Within 1 year same parent company een deducte Co., Ltd.
121 Guangdong Daxiong Prepayment has not b Econmy Technology No relationship 164,160.00 2-3 years een deducte Consult Co., ltd. Zhaoqing Yuezhao Prepayment has not b Joint venture 131,250.00 Within 1 year Highway Co., Ltd. een deducte Total -- 2,481,931.85 -- --
Notes
（3）Prepayment from related parties
Relationship with the Proportion (%) Name Amount Time Company
Guangdong Xinyue Communication Controlled by the 1,432,981.80 Within 1 49.04 Investment Co., Ltd. same parent company year
Guangdong Changda Highway Controlled by the 242,502.50 Within 1 8.30 Engineering Co., Ltd. same parent company year
Zhaoqing Yuezhao Highway Co., Joint venture 131,250.00 Within 1 4.49 Ltd. year
Guangzhou Xinruan Computer Controlled by the 128,580.00 Within 1 4.40 Technology Co., Ltd. same parent company year
Total 1,935,314.30 66.23
7.Other current assets
Unit： RMB
Items End of term Beginning of term National debt reverse repurchase 5,001,000.00 balance
Total 5,001,000.00 0.00
Notes
8.Disposable financial assets
（1）Sellable financial assets
Unit：RMB
Items Fair value at end of term Fair value at beginning of term Other 625,778,151.04 732,000,000.00
122 Total 625,778,151.04 732,000,000.00 The amount of investment held to mature recategorized to sellable financial assets was RMB 0 , Account for 0% of total investment held to mature. Statement on sellable financial assets: As of the end of term, the company held 235,254,944 shares of stock of the Everbright Bank, according to the closing price 2.66 yuan on 31 December 2013, the fair value at the end of the period is RMB625,778,151.04 .
9.Investment to joint venture and affiliated Enterprises
Unit：RMB
Voting Proportion End total End total net Total current Name proportion End total assets Net profit (%) liablilities assets revenues (%)
I. Joint venture
Guangdong 30% 30% 5,535,149,620.15 2,255,255,215.06 3,279,894,405.09 1,375,839,411.70 507,563,315.11 Guanghui Expressway
Zhaoqing
Yuezhao 25% 25% 2,102,381,458.33 1,219,490,114.77 882,891,343.56 480,164,977.07 166,931,204.07
Highway Co., Ltd.
Beijing Gelin 35% 35% 25,925,805.89 16,707,626.85 9,218,179.04 Enze
2. Affiliated Company
Shenzhen Huiyan 33.33% 33.33% 579,955,914.41 29,813,891.23 550,142,023.18 234,681,248.77 96,937,213.51 Expressway
.Jingzhu Exprwssway 20% 20% 3,698,797,406.85 2,737,950,187.97 960,847,218.88 963,678,705.88 348,214,032.49 Guanzhu
Guangdong Jiangzhong 15% 15% 2,452,175,623.08 1,327,846,884.12 1,124,328,738.96 363,218,604.40 25,066,724.88 Expressway
Ganzhou Kangda 30% 30% 1,574,158,504.11 1,240,135,858.53 334,022,645.58 225,142,731.63 54,675,937.02 Expressway
Ganzhou 30% 30% 1,959,701,023.69 1,280,819,507.53 678,881,516.16 170,179,770.33 27,374,168.78
123 Gankang Expressway
Guangdong Guangle 30% 30% 24,911,965,989.01 18,811,887,916.56 6,100,078,072.45 Expressway
Guangdong Yueke Technology 20% 20% 999,508,675.70 1,772,696.30 997,735,979.40 -2,264,020.60 Petty Loan Co., Ltd.
Asian Kitchen & Bath City 15% 15% 100,973,027.72 16,796,724.57 84,176,303.15 -2,274,296.85 Co., Ltd.
Notes:
124 10. Long term share equity investment.
（1）Details of long-term equity investment
Unit：RMB
Shareh Explaination of olding Voting right difference between proporti proportion shareholding Accounting Current Cash Name Investment cost Original balance Change Ending Balance on in in the proportion and Devalue method devalue bonus the investment voting right investm (%) proportion in ent (%) investment
Guangdong Guanghui Equity 705,503,400.00 861,699,327.00 122,268,994.53 983,968,321.53 30% 30% 30,000,000.00 Expressway Co., Ltd. method
Zhaoqing Yuezhao Equity 201,770,945.42 223,165,906.76 10,557,834.61 233,723,741.37 25% 25% 30,449,334.45 Highway Co., Ltd. method
Equity Beijing Gelin Enze 6,614,483.90 35% 35% method
Shenzhen Huiyan Equity 35,231,299.69 163,744,908.44 30,890,725.38 194,635,633.82 33.33% 33.33% Expressway method
Guangdong Maozhan Equity 172,315,789.50 -172,315,789.50 Expressway(Notes 1 ) method
.Jingzhu Exprwssway Equity 247,848,488.93 337,849,047.24 -18,737,963.96 319,111,083.28 20% 20% 80,648,284.74 Guanzhu method
Guangdong Jiangzhong Equity 156,750,000.00 155,139,302.11 13,510,008.73 168,649,310.84 15% 15% Expressway method
125 Ganzhou Kangda Equity 216,251,100.00 126,880,301.64 14,826,819.31 141,707,120.95 30% 30% Expressway method
Ganzhou Gankang Equity 226,379,000.00 195,452,204.21 8,212,250.63 203,664,454.84 30% 30% Expressway method
Guangdong Guangle Equity 729,997,500.00 728,141,601.73 728,141,601.73 30% 30% Expressway(Notes 2) method
Guangdong Yueke Equity Technology Petty Loan 200,000,000.00 200,000,000.00 200,000,000.00 20% 20% method Co., Ltd.
Asian Kitchen & Bath Equity 19,907,400.00 17,809,416.04 17,809,416.04 15% 15% City Co., Ltd. method
Huaxia Securities Co., Cost method 5,400,000.00 5,400,000.00 5,400,000.00 0.27% 0.27% 5,400,000.00 Ltd.(Notes 3)
Huazheng Assets Management Co. Ltd. Cost method 1,620,000.00 1,620,000.00 1,620,000.00 0.54% 0.54% 1,393,200.00 (Notes 2)
Kunlun Securities Co., Cost method 30,000,000.00 30,000,000.00 30,000,000.00 5.74% 5.74% 30,000,000.00 Ltd.(Notes 5)
Guangdong SVA Network investment First Cost method 50,000,000.00 50,000,000.00 50,000,000.00 2.97% Co.,Ltd.
Total -- 2,833,273,617.94 3,051,408,388.63 227,022,295.77 3,278,430,684.40 ------36,793,200.00 141,097,619.19
126 （2）Constrains on the ability to transfer capital to invested entities
Unit ：RMB
Constrains on the ability to transfer capital Accumulated investment loss not Causation of constrain to long-term invested entities recognized
Statements on long-term equity investment：
Notes 1: The details refer to related company‘s related transtions. Notes 2: The equity of the Guangle company that held by the company adjusted to 9%.The details refer to Notes 8, Events after the balance sheet date
Notes 3：The owner's equity of Huaxia Securities Co., Ltd. was negative and it entered liquidation procedure in December 2005. The Company made full provision for impairment in respect of this long-term equity investment of RMB 5.4 million.
Notes 4：According to De Wei Ping Gu Zi 2005 No. 88 Appraisal Report issued by Beijing Dewei Appraisal Co., Ltd. As the June 30, 2005, the amount of net assets of Huazheng Asset Management Co., Ltd. in book was RMB 279.132 million and the appraised value was RMB - 2299.5486 million ,On October 14, 2005, Jianyin CITIC Asset Management Co., Ltd. issued the Letter of Soliciting Opinions on Equity Assignment to the Company. Jianyin CITIC Asset Management Co., Ltd. was willing to pay the price of not more than RMB 42 million to acquire 100% equity of Huazheng Asset Management Co., Ltd. and solicited the Company's opinions. The Company replied on December 5, 2005, abandoning the preemptive right under the same conditions. The Company made provision of RMB 1.3932 million for impairment in respect of this long-term equity investment of RMB 1.62 million.
Notes 5：The owner's equity of Kunlun Securities Co., Ltd. was negative and it entered liquidation procedure in October 2005. Guangdong Express Technology Investment Co., Ltd., a controlled subsidiary of the Company, made full provision for impairment in respect of its long-term equity investment of RMB 30 million in Kunlun Securities Co., Ltd.
11. Investment real estate
（1）Cost
Unit：RMB Balance in Items Increase at this period Decrease at this period Balance in year-end year-begin
1. Original price 12,664,698.25 12,664,698.25
1.Hoses and building 12,664,698.25 12,664,698.25
II.Total accumulated depreciation 7,587,873.57 464,213.40 8,052,086.97 accumulated amortization
1.Hoses and building 7,587,873.57 464,213.40 8,052,086.97
III. Total book value of 5,076,824.68 -464,213.40 4,612,611.28
127 investment real estate
1.Hoses and building 5,076,824.68 -464,213.40 4,612,611.28
IV. Total of accumulated provision for devaluation of 5,076,824.68 -464,213.40 4,612,611.28 investment real estate.
1.Hoses and building 5,076,824.68 -464,213.40 4,612,611.28
Unit：RMB
This period
Current amount of depreciation and amortization 464,213.40
Current real estate investment impairment provision amount 0.00
12.Fixed assets
（1）Fixed assets
Unit：RMB
Balance in year- Increase at this Decrease at this Balance in Items begin period period year-end
1.Total of Original price of 10,801,348,098.80 287,117,689.71 283,500,065.80 10,804,965,722.71 fixed assets
Including ：House and 282,857,465.62 2,200,000.00 15,039,465.72 270,017,999.90 building
Machine equipment 108,163,523.58 4,590,500.00 2,160,080.00 110,593,943.58
Transporation Equipment 59,062,656.78 1,130,994.00 1,019,300.00 59,174,350.78
Electricity equipment and 344,857,366.08 42,641,109.31 8,135,950.13 379,362,525.26 other
Guangfo Expressway 1,472,586,424.46 10,767,448.30 1,461,818,976.16
Fokai Expressway 8,283,969,615.73 240,497,511.30 469,200.00 8,523,997,927.03
Jiujiang Bridge 249,851,046.55 -3,942,424.90 245,908,621.65
Book balance in Current term new Current term Decrease at this Balance in -- year-begin extra provision period year-end
II. Total of Accumulated 2,581,368,383.48 671,834,641.01 145,178,516.08 3,108,024,508.41 depreciation
Including ：House and 100,340,779.25 15,877,460.65 7,122,741.55 109,095,498.35 building
Machine equipment 6,356,568.82 9,951,133.90 21,196.80 16,286,505.92
128 Transporation Equipment 35,348,971.72 4,375,752.63 860,536.77 38,864,187.58
Electricity equipment and 164,231,619.93 29,037,309.25 5,828,972.40 187,439,956.78 other
Guangfo Expressway 847,641,591.68 133,530,344.80 981,171,936.48
Fokai Expressway 1,305,049,138.40 470,304,361.13 187,076.23 1,775,166,423.30
Jiujiang Bridge 122,399,713.68 8,758,278.65 131,157,992.33
Book balance at Balance in -- -- year beginning year-end
III. Total book value of 8,219,979,715.32 -- 7,696,941,214.30 Fixed assets
Including ：House and 182,516,686.37 -- 160,922,501.55 building
Machine equipment 101,806,954.76 -- 94,307,437.66
Transporation Equipment 23,713,685.06 -- 20,310,163.20
Electricity equipment and 180,625,746.15 -- 191,922,568.48 other
Guangfo Expressway 624,944,832.78 -- 480,647,039.68
Fokai Expressway 6,978,920,477.33 -- 6,748,831,503.73
Jiujiang Bridge 127,451,332.87 --
Electricity equipment and -- other
Guangfo Expressway --
Fokai Expressway --
Jiujiang Bridge --
V. Total book value of Fixed 8,219,979,715.32 -- 7,696,941,214.30 assets
Including ：House and 182,516,686.37 -- 160,922,501.55 building
Machine equipment 101,806,954.76 -- 94,307,437.66
Transporation Equipment 23,713,685.06 -- 20,310,163.20
Electricity equipment and 180,625,746.15 -- 191,922,568.48 other
Guangfo Expressway 624,944,832.78 -- 480,647,039.68
Fokai Expressway 6,978,920,477.33 -- 6,748,831,503.73
Jiujiang Bridge 127,451,332.87 --
Current depreciation is RMB671,834,641.01 . The issue of fixed assets transferred from construction in progress
129 original price is RMB278,906,718.55. 13. Project under construction （1）Project under construction Unit ：RMB
Year-end balance Year-beginning balance
Items Book balance Provision for Book Net value Book balance Provision for Book Net value devaluation devaluation
The period between Xiebian 141,819,535.86 141,819,535.86 to Sanbao extension project
Other project 8,332,139.39 8,332,139.39 29,784,754.36 29,784,754.36
Total 8,332,139.39 8,332,139.39 171,604,290.22 171,604,290.22
130 （2）The variation in constructing the engineering project Unit：RMB
Including： Capitalisation Capitalisa Progre Current Amount at year Increase at this Transferred to Other Proport of interest tion of Source of Balance in Name Budget ss of amount of beginning period fixed assets decrease ion(%) accumulated interest funds year-end work capitalization balance ratio（%) of interest
The period between Xiebian to 120.78 Self fund 400,240.91 41,600,000.00 41,600,000.00 100.00 Sanbao extension project % and loan
The period between Xiebian to 112.92 54,858.66 141,819,535.86 67,107,002.02 208,926,537.88 100.00 15,240,820.86 3,318,202.61 6.15% Self fund Sanbao extension project %
Other project 29,784,754.36 12,688,822.02 28,380,180.67 5,761,256.32 Self fund 8,332,139.39
Total 455,099.57 171,604,290.22 121,395,824.04 278,906,718.55 5,761,256.32 -- -- 15,240,820.86 3,318,202.61 -- -- 8,332,139.39
Notes
131 14. Intangible assets
（1） Intangible assets Unit ：RMB
Items Book Balance in Book Balance in Increase at this period Decrease at this period year-begin year-end
1. Total original price 141,445,663.81 2,726,928.00 135,319,603.00 8,852,988.81
Jiujiang Land Use right 68,402,029.24 68,402,029.24
Jiujiang Bridge management 66,917,573.76 66,917,573.76 right
Yayao Land use right 1,311,658.00 1,311,658.00
Office automation system 4,814,402.81 2,726,928.00 7,541,330.81 software
II.Total of accumulative 95,977,822.71 5,097,189.89 97,548,546.30 3,526,466.30 amortized
Jiujiang Land Use right 47,367,707.04 1,941,629.76 49,309,336.80
Jiujiang Bridge management 46,339,714.80 1,899,494.70 48,239,209.50 right
Yayao Land use right 617,992.90 151,345.20 769,338.10
Office automation system 1,652,407.97 1,104,720.23 2,757,128.20 software
III.Total lbook value of 45,467,841.10 -2,370,261.89 37,771,056.70 5,326,522.51 intangible assets
Jiujiang Land Use right 21,034,322.20
Jiujiang Bridge management 20,577,858.96 right
Yayao Land use right 693,665.10 542,319.90
Office automation system 3,161,994.84 4,784,202.61 software
Jiujiang Land Use right
Jiujiang Bridge management right
Yayao Land use right
Office automation system software
132 V. Book value Total of 45,467,841.10 -2,370,261.89 37,771,056.70 5,326,522.51 intangible assets
Jiujiang Land Use right 21,034,322.20
Jiujiang Bridge management 20,577,858.96 right
Yayao Land use right 693,665.10 542,319.90
Office automation system 3,161,994.84 4,784,202.61 software Current amortization of RMB5,097,189.89.
15. Long term amortize expenses Unit ：RMB
Balance in Increase in this Balance in Other loss Amortized Items year-begin period Other loss year-end Reasons expenses
Renovation fee for 7,477,499.83 1,520,847.48 5,956,652.35 the office building
Advertisement pillar 171,480.82 60,522.60 110,958.22 property insurance
Office Decoration 3,068,334.59 539,876.77 2,528,457.82
Total 7,648,980.65 3,068,334.59 2,121,246.85 8,596,068.39 --
Notes: 16. Deferred income tax assets and deferred income tax liability 1. Confirmed the deferred income tax assets and deferred income tax liability
Recognized deferred income tax assets and deferred income tax liabilities Unit：RMB
Items Balance in year-end Balance in year-begin
Deferred income tax assets:
Neutralizable losses 46,472,735.10
Subtotal 46,472,735.10 0.00
Deferred income tax liability：
Timing difference between accounting and tax 125,427,487.64 118,372,808.04
Subtotal 125,427,487.64 118,372,808.04
Details of taxable differences and deductible diffenences Unit：RMB
Item At end of term At beginning of term
Neutralizable losses 162,515,429.31 144,253,904.68
133 Impairment of assets prepares to deduct timing 25,209,770.62 25,175,362.62 differences
Total 187,725,199.93 169,429,267.30
Deductible losses of the un-recognized deferred income tax asset will expire in the following years Unit：RMB
Year At end of term At beginning of term Notes
2013 65,799,659.24
2014 55,334,845.81 55,334,845.81
2015 89,107,257.98 89,107,257.98
2016 144,232,836.09 144,232,836.09
2017 222,416,075.93 222,541,019.61
2018 138,970,701.42
Total 650,061,717.23 577,015,618.73 --
Details of taxable differences and deductible differences Unit：RMB
Amount of temporary differences Items At end of term At beginning of term
Differences in taxable items
Timing difference between accumulated 501,709,950.55 depreciation
Subtotal 501,709,950.55
Details of deductible difference items
Neutralizable losses 185,890,940.38
Subtotal 185,890,940.38
（2）Deferred income tax assets and liabilities are presented as net amount after neutralization
Statement on deferred income tax assets and liabilities： Unit：RMB
Temporarily Temporarily Deferred Income Tax Deferred Income Tax Deductable or Deductable or Assets or Liabilities Assets or Liabilities Items Taxable Difference at Taxable Difference at at the End of Report at the Beginning of the End of Report the Beginning of Period Report Period Period Report Period
Deferred income tax assets： 46,472,735.10 0.00
Deferred income tax liability： 125,427,487.64 118,372,808.04
134 Details of taxable differences and deductible differences Unit ：RMB
Items Offsetting Amounts of This Period Details of taxable differences and deductible differences
17. Provision for depreciation of assets
Unit ：RMB
Decreased in this period Book balance at the Increase in this Balance in Items Switch beginning of term period Switch back year-end cancellation
I.Provision for bad debts 63,908,250.46 154,132.03 16,500.00 64,045,882.49
V.Provision for devaluation of 36,793,200.00 36,793,200.00 long-term equity investment
Total 100,701,450.46 154,132.03 16,500.00 100,839,082.49
Notes
18. Short-term loan
（1）Categories of short-term loans
Unit：RMB
Items Balance in year-end Balance in year-Beinning
Credit loan 330,000,000.00
Total 0.00 330,000,000.00
Notes 19. Account payable （1）Account payable
Unit ：RMB
Items Balance in year-end Balance in year-begin
Within 1 year（ inclding 1 year） 262,018,661.78 683,264,238.81
1-2 years（Inclding 2 years） 24,455,318.90 15,460,124.62
2-3 years（Inclding 3 years） 5,717,960.60 22,404,683.07
Over 3 years 25,605,918.48 16,518,718.43
Total 317,797,859.76 737,647,764.93 (2)There was account payable due from shareholders with more than 5% (including 5%) of the voting shares of the company
135 Unit ：RMB
Name Balance in year-end Balance in year-begin
Guangdong Changda Highway Engineering Co., Ltd. 16,960,140.06 19,905,890.22
Guangdong Expressway Co., Ltd. 13,728,261.18 13,728,261.18
Guangdong Guanghui Expressway Co., Ltd. 7,002,361.01 3,931,527.67
Guangdong Lulutong Co., Ltd. 416,941.41 1,007,902.00
Guangdong Hualu Communication Technology Co., 298,222.00 750,109.00 Ltd
Guangzhou Xinruan Computer Technology Co., Ltd. 134,400.00 1,860,580.00
Guangdong East Thinking Management Technology 78,234.00 322,045.27 Development Co., Ltd.
Guangdong Xinyue Communication Investment Co., 6,812,768.39 Ltd.
Total 38,618,559.66 48,319,083.73 ⑶High balance account payable over 1 year has listed below：
Debtor Amount Not return cause Remark
Guangdong Expressway Co., Ltd. 13,728,261.18 Not settlement Expansion project remaining fund and xiebian grade separation fund
Guangdong Changda Highway Engineering 11,105,134.00 Not settlement Progress fund and Co., Ltd. Engineering quality prize penalty
Guangdong Jingtong Highway Engineering 4,885,237.00 Not settlement Engineering quality prize penalty Construction Group Co., Ltd.
Guanghui Expressway Co., ltd. 3,931,527.67 Not settlement Rent fee of the advertising space
Ziguang Jietong Technology Co., ltd. 2,740,428.00 Not settlement Progress fund and Engineering quality prize penalty
China Railway 12 Bureau Group Co., Ltd. 2,419,958.00 Not settlement Engineering quality prize penalty
China Railway 23 Bureau Group Co., Ltd. 2,313,600.00 Not settlement Engineering quality prize penalty
Guangdong Guanyue Luqiao Co., Ltd. 2,300,241.15 Not settlement Progress fund and Engineering quality prize penalty
Jilin Great wall Highway 1,362,100.00 Not settlement Engineering quality prize penalty Bridge construction Co., Ltd.
Total 44,786,487.00
20 Advance account 1. Advance account
136 Unit：RMB
Items Balance in year-end Balance in year-begin
Within 1 year（Including 1 year） 72,000.00
1-2 years（Including 2 years）
2-3 years（Including 3 years） 4,666,667.88
Over 3 years 4,333,334.64
Total 4,405,334.64 4,666,667.88 (2)The Advance account over 1 year has listed below：
Creditor Outstanding balance No carry-over reason
Guangdong Province Telecomunications Engineering 4,333,334.64 Communications rentals Management Center
21Payable Employee wage Unit：RMB Balance in Increase in this period Payable in this period Balance in year-end Items year-begin
1.wage,bonuds,subsidy 465,063.49 134,362,104.84 134,362,104.84 465,063.49
2.Employee welfare 17,750,925.16 17,370,925.16 380,000.00
3.Security insurance 461,706.45 34,576,690.15 35,010,992.10 27,404.50
4. Housing fund 240,762.74 22,625,170.40 22,865,893.40 39.74
5 Redemption for terminations 1,607,482.30 1,607,482.30 of labor contract
6、Other 1,174,828.64 19,396,139.56 19,064,755.31 1,506,212.89
Total 2,342,361.32 230,318,512.41 230,282,153.11 2,378,720.62
The amounts of arrears of staff salary and welfare payable are RMB 0 00. The amounts of trade union funds and staff education expenses are RMB 5,924,902.85 the amounts of non-monetary benefits are RMB7,725,512.01 and the compensations for the lifting of labor relations is 0 The expected release time and amount of staff salary .
22 Tax Payable Unit：RMB
Items At end of term At beginning of term
VAT 8,650.82 3,559.69
Business Tax 5,600,086.34 4,254,411.08
137 1,346,107.12 32,593,389.18 Enterprise Income tax Individual Income tax 3,091,448.28 2,718,785.21
City Construction tax 344,687.32 245,451.03
House property Tax 358,664.77 378,305.10
Land use tax 394,915.08 437,682.00
Education subjoin 158,652.63 116,148.40
Locality Education subjoin 91,965.82 57,231.47
Defend expense 319,906.23 160,310.51
Stamp tax 2,852.88
Cultural construction costs -4,563.14 31,612.92
Other 2,721.44
Total 11,713,374.15 40,999,608.03
Statement on tax payable: Please provide the calculating processes then taxable income is balanced between branch companies or factories as approved by the tax bureau. 23. Interest payable
Unit：RMB
Items Balance in year-end Balance in year-begin Pay the interest for long-term loans by installments. 9,654,070.24 8,239,333.26 Interest of company bonds 26,233,611.02 26,233,611.06
Payable interest for short-term borrowings 558,247.22
Total 35,887,681.26 35,031,191.54
Notes 24. Dividend payable
Unit:RMB Amount Balance in year-end Balance in year-begin Reason of overdue for over 1 year
Incl: Did not receive dividends of Shareholders of Guangdong 11,013,452.27 13,052,741.24 RMB10,723,850.57 of Legal shareholders Expressway overdue for over 1 year
Guangdong Expressway Co., Ltd. 24,591,472.01
Zhujiang Basic Construction 2,255,544.67 16,305,192.12 Investment Co., Ltd.
Total 37,860,468.95 29,357,933.36 --
Notes 25. Other payable
138 （1）Other payable
Unit：RMB
Items Balance in year-end Balance in year-begin
Within 1 year(Including 1 year) 77,618,989.13 106,430,685.00
1-2 years(including 2 years) 55,811,451.03 48,689,834.44
2-3 years(including 3 years) 39,147,384.72 85,972,859.23
Over 3 years 83,141,531.82 24,263,280.54
Total 255,719,356.70 265,356,659.21
(2)There were other receivable from the main shareholders of the Company holding nore than 5% (including 5%) of the total shares of the Company.
Unit ：RMB
Name Balance in year-end Balance in year-begin
Guangdong Changda Highway Engineering 78,597,522.94 78,459,033.33 Co., Ltd.
Guangdong Expressway Co., Ltd. 14,742,813.17 15,905,263.32
Guangdong Communication Group 1,646,011.38
Guangzhou Xinruan Computer Technology Co., 578,185.75 131,630.00 Ltd.
Guangdong Xinyue Communication 472,595.50 1,562,659.95 Investment Co., Ltd.
Guangdong Hualu Communication Technology 268,750.50 256,604.50 Co., Ltd.
Guangdong Lulutong Co., Ltd. 66,604.23 95,973.00
Guangdong Xinlu Advertising Co., Ltd. 30,000.00
Guangdong East Thinking Management 26,000.00 Technology Development Co., Ltd.
Guangzhou Xinyue Asphalt Co., Ltd. 3,100.00 3,100.00
Guangdong Province Shipping Planning & Design 416,710.00 Institute
Guangdong Highway Construction Co., Ltd. 73,610.38
Guangdong Xinlu Advertising Co., Ltd. 30,000.00
Guangdong West Coastal Expressway Co., Ltd. 2,915.09
139 Total 96,431,583.47 96,937,499.57
⑶High balance account payable over 1 year has listed below： Debtor Amount Not return cause Remark
Guangdong Changda Highway Engineering Co., Ltd. 69,029,330.72 Project Quality guarantees/ Bid Gruarantees/Performance Gruarantee
Guangdong Guanyue Luqiao Co., Ltd. 28,419,701.67 Project Quality guarantees/
Bid Gruarantees/Performance Gruarantee
Guangdong Jingtong Highway Engineering Construction 15,446,586.59 Project Quality guarantees/
Group Co., Ltd. Bid Gruarantees/Performance Gruarantee
China Railway 12 Bureau Group Co., Ltd. 15,005,314.00 Project Quality guarantees/
Jilin Great wall Highway 7,548,257.00 Project Quality guarantees/
Bridge construction Co., Ltd.
China Railway 23 Bureau Group Co., Ltd. 7,104,325.00 Project Quality guarantees, Bid Gruarantees
Guangdong Nengda Grade Highway Maintenance Co., 3,632,144.37 Project Quality guarantees/ Ltd.
Guangdong Xinguang International Group Co., Ltd. 2,541,614.00 Project Quality guarantees/
Ziguang Jietong Technology Co., ltd. 2,366,444.00 Project Quality guarantees, Bid Gruarantees
Hubei Luqiao Group Co., Ltd. 1,640,043.00 Project Quality guarantees/
Guangdong Communication Development Co., Ltd. 1,315,337.00 Project Quality guarantees, Bid Gruarantees
Total 154,049,097.35 （4）.Large amount of other payables
Creditor Amount Content Remark
Project fund Guangdong Changda Engineering Co., Ltd. 78,597,522.94
Project fund Guangdong Guanyue Luqiao Co., Ltd. 29,205,784.52
Project fund Guangdong Jingtong Highway Engineering Construction Group Co., Ltd. 17,413,840.39
Project fund Guangdong Expressway Co., Ltd. 14,742,813.17
Zhongtie No.12 Bureau Group Co., Ltd. 16,105,702.00 Project fund
Project fund Jilin Great wall Highway Bridge construction Co., Ltd. 7,764,427.00
Zhongtie No.23 Bureau Group Co., Ltd. 7,600,042.00 Project fund
Guangdong Nengda Grade Highway Maintenance Co., Ltd. 5,168,314.37 Project fund
Ziguang Jietong Technology Co., ltd 3,091,164.00 Project fund
140 Project fund Guangdong Xinguang International Group Co., Ltd. 3,159,542.00 Hubei Luqiao Group Co., Ltd. 3,082,204.00 Project fund
Guangdong Communication Group 1,646,011.38 Project fund
Guangdong Communication Development Co., Ltd. 1,315,337.00 Project fund
Shengshi International Road & Bridge Construction Co., Ltd. 1,240,415.00 Project fund
Total 190,133,119.77
26.Non-Current liablility due in 1 year
（1）Non-Current liablility due in 1 year
Unit：RMB
Items Balance in year-end Balance in year -begin
Long-term loandue in 1 year 59,043,750.00 1,317,036,103.54
Bonds payables due in 1 year 798,713,584.35
Total 857,757,334.35 1,317,036,103.54
（2）Long-term loan due in 1 year
Long-term loan due in 1 year Unit：RMB Items Balance in year-end Balance in year-begin
Credit loan 59,043,750.00 1,317,036,103.54
Total 59,043,750.00 1,317,036,103.54 The long-term loans due within one year and belong to overdue loans gain the extension amount is RMB 0.00.
Long-term loans due in 1 year top 5 in amount Unit ：RMB
Balance in year-end Balance in year-begin Date of Loan Interest rate Unit commenceme termination Currency （%） Foreign Foreign nt of loan date RMB RMB currency currency
Bank of China, March 7, March 7, Guangzhou RMB 53,843,750.00 2013 2016 Tianhe Nanyi Road Branch
141 China Everbright Bank. January 9, June 25, 2019 RMB 4,000,000.00 Guangzhou 2009 Wuyang Branch
China Merchants Bank ,Guang September September zhou World RMB 1,200,000.00 30, 2013 29, 2016 Trade Building Branch
Construction Bank, September October 19, Guangzhou RMB 570,324,803.54 29, 2003 2013 Liwan Branch
Communicati ons Bank, February 28, May 11, 2010 RMB 294,000,000.00 Fengchi 2013 Branch
China Merchants Bank ,Guang zhou World June 10, 2008 June 13, 2013 RMB 200,000,000.00 Trade Building Branch
Shenzhen Development Bank. June 10, 2008 June 10, 2013 RMB 100,000,000.00 Guangzhou Tianhe Branch
Bank of China, March 23, September Guangzhou RMB 40,625,000.00 2012 23, 2013 Tianhe Nanyi Road Branch
Total ------59,043,750.00 -- 1,204,949,803.54
142 Mature loan of long-term loan due within 1 year Unit:RMB
Reason for Estimated Creditor Amount of loan Overdue date Annual rate% Usage unsetlement settlement date
RMB was paid back after Balance Sheet Date Notes of long-term borrowings due within 1 year
（3）Bonds payable due within 1 year in the reporting period
Unit:RMB
Interest Interest Interest Par Date of Bonds Interest paid in Balance in Name Issued amount payable in payable in this payable in value issued term this period year-end year-beginning period year-end
09 September Guangdong 100.00 21, 5 years 800,000,000.00 11,333,333.33 40,800,000.00 40,800,000.00 11,333,333.33 798,713,584.35 Expressway 2009 Bonds
Notes
（4）Long-term accounts payable due within 1 year in the reporting period
Unit:RMB
Conditions of a Creditor Time limit Initial amount Rate% Accrued interest Closing balance loan
Notes to long-term accounts payable due within 1 year in the reporting period
27.Loang-term loan
（1）Classifications of long-term loans
Unit:RMB
Items Year-end balance Year-beginning balance
Guarantee loan 1,500,000,000.00 750,000,000.00
Credit loan 3,493,761,250.00 2,616,083,700.00
Total 4,993,761,250.00 3,366,083,700.00
Notes
（2）The top five of long-term loans
Unit：RMB
143 Date of Loan Balance in year-end Balance in year-begin Interest rate Unit commenceme termination Currency Foreign Foreign （%） RMB RMB nt of loan date currency currency
September September CPIC RMB 1,500,000,000.00 25, 2012 24, 2019
Construction Bank, April 30, April 29, Guangzhou RMB 983,210,000.00 2008 2020 Liwan Branch
Construction Bank, September October 19, Guangzhou RMB 477,000,000.00 29, 2003 2018 Liwan Branch
Communicati ons Bank, March 26, March 26, RMB 300,000,000.00 Fengchi 2008 2015 Branch
ICBC Guangzhuo September 1, August 31, RMB 246,000,000.00 Second 2008 2023 Branch
Total ------3,506,210,000.00 --
Statement on long-term loans. For long-term loans over due but extended for another period, please provide the conditions, principal, interest rate, and repayment arrangement. 28. Bonds payable
Unit：RMB
Interest Interest Interest Par Date of Bonds Interest paid in Balance in Name Issued amount payable in payable in this payable in value issued term this period year-end year-beginning period year-end
11Guangdong October Expressway 100.00 13, 5years 1,000,000,000.00 14,900,277.73 67,899,999.96 67,900,000.00 14,900,277.69 997,000,000.00 MTN1 2011
Statement on bonds payable, including the condition and time of converting of the convertible bonds：
144 29. Long-term payable
（1）Top 5 long-term payable
Unit：RMB
Name Term Initial amount Interest rate（%） Interest payable End balance Condition
（2）Details of finance leasing payments in long-term payable
Unit ：RMB
Year-end balance Year-beginning balance Unit Foreign currency RMB Foreign currency RMB
Guarantee provided by the 3rd party for the leasing finance is amounted to RMB 0. Statement on long-term payables：
Items Year-end balance Year-beginning balance
Non-operating assets of payable 2,022,210.11 2,022,210.11 Total 2,022,210.11 2,022,210.11
30. Stocks capital
Unit：RMB
Changed（+，-）
Balance in Capitalization Balance in Issuance of year-begin Bonus shares of public Other Subtotal year-end new share reserve
Total of capital 1,257,117,748.00 1,257,117,748.00 shares
Statement of change in capital shares. Name of CPA and number of verification report shall be provided if capital increasing or decreasing occurred in the report period; as for shareholding limited companies incorporated for less than three years, only net assets is required for the years prior to incorporation; for shareholding limited companies reformed from limited companies shall provide the capital verification at incorporation.
31. Capital reserves
Unit：RMB
Items Year-beginning balance Increase in the current Decrease in the current Year-end balance
145 period period Share premium 1,534,759,970.60 1,534,759,970.60
Other 203,998,744.97 40,800,000.00 136,582,725.76 108,216,019.21
Total 1,738,758,715.57 40,800,000.00 136,582,725.76 1,642,975,989.81
Notes: The current changes of capital reserve was influenced by the changes in fair value of available-for-sale financial assets and the fair value from financial assets available for sale transferred.
32. Surplus reserve
Unit：RMB
Items Year-beginning balance Increase in the current Decrease in the current Year-end balance
period period
Statutory surplus reserve 204,691,882.55 29,058,896.20 233,750,778.75
Total 204,691,882.55 29,058,896.20 233,750,778.75
Statement on surplus reserves. Please state the related resolutions of the Board on capitalizing of reserves, making up losses, and dividends：
33. Retained profits
Unit：RMB
Items Amount Extraction or distribution of the proportion
Retained profit at the beginning of current year 1,068,291,617.75 --
Add：Net profit attributable to the owners of 1,068,291,617.75 -- parent company
Less：Withdrawing statutory surplus public 127,777,721.75 reserve
Withdrawing arbitrarily surplus public reserve 29,058,896.20
Common stock dividend payable 62,855,887.40
Retained profit at the end of this term 1,104,154,555.90 --
As regards the details of adjusted the beginning undistributed profits
(1)As the retroactive adjustment on Enterprise Accounting Standards and its related new regulations, the affected beginning undistributed profits are RMB 0.00.
146 (2) As the change of the accounting policy, the affected beginning undistributed profits are RMB 0.00.
(3) As the correction of significant accounting error, the affected beginning undistributed profits are RMB 0.00 .
(4) As the change of consolidation scope caused by the same control, the affected beginning undistributed profits are RMB 0.00.
(5) Other adjustment of the total affected beginning undistributed profits are RMB 0.00 . Statement on retained profit: for companies issued their securities for the first time, if the accumulated profit before the issuing is shared by the new and existing shareholders as approved by the shareholders‘ meeting, shall be described particularly; if the accumulated profit before the issuing is shared only by existing shareholders as approved by the shareholders‘ meeting, the Company shall provide the details of dividend payable to the existing shareholders as audited by CPA.
34. Business income, Business cost （1）Operating income and operating cost
Unit ：RMB
Items Report period Same period of the previous year
Income from Business income 1,305,176,947.49 1,086,121,970.51
Other business income 22,329,172.29 19,594,844.78
Business cost 923,303,006.28 649,113,840.96
（2）Main business（Industry） Unit：RMB
Name Amount of current period Amount of previous period Business income Business cost Business income Business cost Highway 1,295,318,365.48 902,099,163.82 1,073,992,905.86 629,031,262.58 Transportation
Other 9,858,582.01 8,261,115.68 12,129,064.65 13,509,390.57
Total 1,305,176,947.49 910,360,279.50 1,086,121,970.51 642,540,653.15 （3）Main operating（Product）
Unit ：RMB Report period Same period of the previous year
Name Income for main Income for main Income for main Income for main operation operation operation operation
Toll income 1,295,318,365.48 902,099,163.82 1,073,992,905.86 629,031,262.58
Other 9,858,582.01 8,261,115.68 12,129,064.65 13,509,390.57
147 Total 1,305,176,947.49 910,360,279.50 1,086,121,970.51 642,540,653.15 （4）.Main operating (Area)
Unit：RMB Same period of the previous Report period year
Name Income for main Income for main Cost for main operation Cost for main operation operation operation
Guangfo Expressway 311,014,263.14 238,720,966.67 293,210,572.07 250,585,992.38
Fokai Expressway 979,492,284.34 637,334,912.95 726,081,929.79 330,304,392.38
Jiujiang Bridge 4,811,818.00 26,043,284.20 54,700,404.00 48,140,877.82
Other 9,858,582.01 8,261,115.68 12,129,064.65 13,509,390.57
Total 1,305,176,947.49 910,360,279.50 1,086,121,970.51 642,540,653.15
35. Business tax and subjoin Unit ：RMB Items Same period of the Standard Report period previous year
Business tax 42,470,945.82 35,211,418.78 3%、5%
Urban construction tax 2,985,213.58 2,468,703.86 7%、5%
Education surcharge 1,279,493.80 1,058,428.74 3%
Defend expense 1,705,368.24 1,322,610.42 0.09%-0.12%
Locality Education surcharge 852,950.93 705,625.35 2%
Culture Construction fee 95,983.42 84,485.17
Other 16,291.39 20,843.79
Total 49,406,247.18 40,872,116.11 --
Notes
36. Management expenses
Unit ：RMB
Items Report period Same period of the previous year
Wage 117,822,372.75 117,161,696.45
Depreciation of fixed assets 5,395,900.59 5,861,268.05
Amortization of long-term prepaid 2,060,724.25 126,737.29 expenses
148 Low consumables amortization 1,790,589.46 3,256,428.88
Travel Expenses 3,814,137.59 5,242,482.37
Office Expenses 4,175,039.37 4,109,134.20
Leased experses 12,403,603.67 9,529,206.55
The fee for hiring agency 2,425,700.00 2,353,378.00
Consultation expenses 687,931.73 690,543.70
Directorate Expenses 483,145.50 749,815.30
Expenses of taxation 3,217,368.42 2,905,456.91
Listing fee 1,104,308.40 1,243,502.40
Project expenses 3,410,861.67 2,294,290.10
Spintual civilization fee 615,968.78 1,097,896.20
Information cost and maintenance fee 2,219,380.75 1,492,728.00
Planned parenthood Management fee 1,498,644.55 1,521,127.77
Other 19,721,287.32 29,181,462.12
Total 182,846,964.80 188,817,154.29 37. Financial Expenses
Unit：RMB
Items Report period Same period of the previous year
Interest expense 436,454,329.37 311,838,223.80
Deposit interest income（-） -9,203,361.13 -8,603,768.13
Exchange Income and loss（Gain-） -237,231.33 191,194.08
Bank commission charge 2,389,661.14 952,562.13
Total 429,403,398.05 304,378,211.88
38. Investment income
（1）Investment income
Unit：RMB
Items Report period Same period of the previous year
Long-term equity investment income by equity 322,082,474.71 307,052,663.28 method.
149 Investment income arising from disposal of 135,105,720.25 long-term equity investment
Hold the investment income during from 13,920,000.00 31,920,000.00 available-for-sale financial assets
Investment income gain from available for sale 3,493,826.63 financial assets
Other 995,071.08
Total 475,597,092.67 338,972,663.28
（2）Long-term equity investment incomes confirmed by equity method include:
Unit：RMB
Same period of the Name Report period Reason to increase or decrease previous year
Has been transferred in 11,304,170.25 19,994,385.60 Guangdong Maozhan Expressway Co., Ltd. November this year The net profit of the company Jingzhu Expressway Guangzhu 61,910,320.78 73,153,308.14 being invested decreased The net profit of the company Guangdong Jiangzhong Expressway 3,760,008.73 3,125,792.67 being invested increased The net profit of the company Guangdong Guanghui Expressway 152,268,994.53 131,824,345.96 being invested increased The company being invested turn Ganzhou Gangkang Expressway 8,212,250.63 -2,316,844.65 losses into gains The net profit of the company Gankang Kangda Expressway 14,826,819.31 9,816,181.40 being invested increased The net profit of the company Shenzhen Huiyan Expressway 30,890,725.38 35,607,287.64 being invested decreased The net profit of the company Zhaoqing Yuezhao Highway 41,007,169.06 35,848,206.52 being invested increased
New investment being Asian Kitchen & Bath City Co., Ltd. -2,097,983.96 construction
Total 322,082,474.71 307,052,663.28 --
Statement on investment gains, please state whether or not there are material constrains on retrieving of investment gains. 1、The long term equity investment return is the gain from transfed 20% Equity of Guangdong Maozhan Expressway Co., Ltd. The Company was approved to assign 20% equity of Maozhan Expressway Co., Ltd. Refers to the related party transactions of related party relationships .
150 2、There was no significant limitation for recovery of investment income.
39. Loss of assets impairment
Unit：RMB
Items Amount of current period Amount of previous period Loss for bad debts 154,132.03 -123,759.04
Total 154,132.03 -123,759.04
40. Non-operating income
（1）Non-operating income Unit：RMB
The amount of Items Amount of current period Amount of previous period non-operating gains & lossed
Total income from liquidation of 100,787.97 4,369,706.23 100,787.97 non-current assets
Including：Income from liquidation of 100,787.97 4,369,706.23 100,787.97 fixed asset
Non-monetary assets exchange gains 13,323,796.97 13,323,796.97
Government Subsidy 450,000.00 100,000.00 450,000.00
Insurance claim income 3,571,464.53 1,666,533.89 3,571,464.53
Other 266,298.64 1,094,319.14 266,298.64
Total 17,712,348.11 7,230,559.26 17,712,348.11
Notes
（2）List of government grants calculated in profit or loss
Unit:RMB
Amount of Amount of Associated with Non-recurring Items current previous the asset/related profit and loss period period to earnings or not
Beijing, Hong Kong and Macao Expressway Guangdong northern 150,000.00 Profit related Yes tunnel group tunnel lighting energy service demonstration projects variable information boards projects applies to new energy-efficient 150,000.00 Profit related Yes solar-powered
Highway bridge space security management and application 150,000.00 Profit related Yes
151 guide Highway bridge space security management and application 100,000.00 Profit related Yes guide
Total 450,000.00 100,000.00 -- -- 41. Non-Operation expense
Unit：RMB
The amount of Amount of current period Amount of previous Items non-operating gains & lossed period
Total of non-current asset Disposition loss 159,124,686.42 33,633,217.87 159,124,686.42
Incl: loss of fixed assets disposition 121,353,629.72 33,633,217.87 121,353,629.72
Loss of intangible assets disposition 37,771,056.70 37,771,056.70
Exprese of fine 4,970.87 9,801.82 4,970.87
Other 5,096,301.99 1,835,611.00 5,096,301.99
Total 164,225,959.28 35,478,630.69 164,225,959.28
Notes 42. Income tax expenses Unit：RMB
Items Amount of current period Amount of previous period The current income tax calculated by the tax 10,843,863.66 40,487,382.55 law and the relevant regulations
Adjustment of Deferred income tax -39,418,055.50 -8,290,902.43
Total -28,574,191.84 32,196,480.12 43. Calculation of Basic earnings per share and Diluted earnings per share
Same period of the Items Line Report period previous year
Net profit attributable to shareholders of parent company 1 127,777,721.75 175,789,745.82
Non-recurring gain/loss attributable to the netprofit of 2 57,220,466.66 -15,740,302.00 common shareholders of the parent company after deducting of income tax influences
Net profit attributable to common share holdersof the 3=1-2 70,557,255.09 191,530,047.82 Company after deducting of non-recurring gain/loss
Total shares at the beginning of the year 4 1,257,117,748.00 1,257,117,748.00
Additional share capital transferred from public reserve or 5
152 additional shares from shares dividend distribution
Additional shares from issuing new shares or 6 debt-converted shares
Accumulative months of the additional share 7 commencing from the next moth till the end of the year
Decreased shares due to repurchase 8
Accumulative months of the decreased shares 9 commencing from the next month till the end of the year
Months during the report period 10 12 12
Weighted average of comm. Shares issued 11=(4+6×7÷10-8×9÷10)×(4+5+ 1,257,117,748.00 1,257,117,748.00 6)÷(4+6)
Basic earning per share（Net profit attributable to 12=1÷11 0.10 0.14 shareholders of parent company）
Basic earning per share（Non-recurring gain/loss 13=3÷11 0.06 0.15 attributable to the netprofit of common shareholders of the parent company after deducting of income tax influences）
Diluted potential comm. Shares dividend recognized as 14 expense
Income tax rate 15
Conversion expense 16
Weighted average of comm. Shares added throuthwarrant, 17 exercise of option and convertible bonds
Diluted earnings per share（Net profit attributable to 18=[1+(14-16)×(1-15)]÷(11+17) 0.10 0.14 shareholders of parent company）
Diluted earnings per share（Non-recurring gain/loss 19=[3+(14－ 0.06 0.15 attributable to the netprofit of common shareholders of 16)×(1-15)]÷(11+17) the parent company after deducting of income tax influences）
44. Other comprehensive income
Unit：RMB
Items Amount of current period Amount of previous period Profits(losses)from available-for sale financial assets -92,508,637.12 40,800,000.00
Share that enjoys in other comprebensive income of the investment entity 3,274,088.64 in accordance with the equity method of accounting share
153 Subtotal -95,782,725.76 40,800,000.00
Total -95,782,725.76 40,800,000.00
Notes The Company is an investment enterprise. After deduction of investment income not subject totaxpayment, tax loss occurs each year, which is to be made up in the future Based on the principle of prudence, the Company has not recognized deferred incme tax assets corresponding to uncovered losses. As it is expented that the incme from the disposal of financial assets available for sale is insufficient to make up the Company‘s tax loss, the Company needs not pay income tax. Therefore, the Company will not calculate the influence on income tax arising from these financial assets available for sale.
45. Notes Cash flow statement
1. Other cash received from business operation Unit：RMB
Items Amount
Newwork received toll income 4,388,265.84
Interest income 9,203,361.13
Unit current account 40,200,882.42
Total 53,792,509.39
Notes
（2）Other cash paid for business activities
Unit：RMB
Items Amount
Management expense 57,215,577.09
Unit current account 56,907,127.30
Total 114,122,704.39
Notes
3. Cash received related to other investment activities Unit：RMB
Items Amount
Notes
4.Cash paid related to other investment activities Unit：RMB
154 Items Amount
Total 0.00
Notes
5. Cash received related to financing activities
Unit：RMB
Items Amount
Total 0.00
Notes
6. Cash paid related to financing activities
Unit：RMB
Items Amount
The medirm –term notes underwriting fees 3,000,000.00
Total 3,000,000.00
Notes
46. Supplement Information for cash flow statement
（1）Supplement Information for cash flow statement Unit :RMB
Supplement Information Amount of current period Amount of previous period
-- -- I. Adjusting net profit to cash flow from operating activities
Net profit 100,050,044.78 201,187,362.82
Add: Impairment loss provision of assets 154,132.03 -123,759.04 Depreciation of fixed assets, oil and gas assets and 672,298,854.41 379,397,330.02 consumable biological assets
Amortization of intangible assets 5,097,189.89 8,640,715.88
Amortization of Long-term deferred expenses 2,121,246.85 172,129.33
Loss on disposal of fixed assets, intangible assets and other 159,023,898.45 3,130,866.56 long-term deferred assets
Loss from Fixed assets Discard 26,132,645.08
Financial cost 436,454,329.37 311,838,223.80
155 Loss on investment -475,597,092.67 -338,972,663.28
Increased of deferred income tax liabilities -46,472,735.10
Decrease of inventories 7,054,679.60 -8,290,902.43
Decease of operating receivables 3,037,726.20 -3,897,836.05
Increased of operating Payable -105,770,495.31 41,961,421.13
Net cash flows arising from operating activities 757,451,778.50 621,175,533.82
II. Significant investment and financing activities that -- -- without cash flows:
III. Net increase of cash and cash equivalents -- --
Ending balance of cash 976,468,685.82 798,485,320.49
Less: Beginning balance of cash equivalents 798,485,320.49 1,018,999,531.05
Net increase of cash and cash equivalents 177,983,365.33 -220,514,210.56
（2）Information on acquiring or disposing subsidiary company and other business unit at this period.
Unit：RMB
Supplement Information Amount of current period Amount of previous period 1.Information on acquiring and other business unit -- --
3．Net Cash on acquiring subsidiary and other business unit 0.00 0.00
II.Infornation on disposing subsidiary company and other -- -- business unit
3．Net Cash on disposing subsidiary company and other 0.00 0.00 business unit
（3）Composition of cash and cash equivalents
Unit ：RMB
Items Amount of current period Amount of previous period
976,468,685.82 798,485,320.49 I. Cash
110,388.36 91,730.99 Of which: Cash in stock Bank savings could be used at any time 975,162,633.84 797,575,906.98
Other monetary capital could be used at any time 1,195,663.62 817,682.52
III. Balance of cash and cash equivalents at the period end 976,468,685.82 798,485,320.49
Notes
156 (VIII) Accounting treatment of asset securitization
1 On the principal of asset securitization transactions and its accounting, bankruptcy, isolation provisions
2. The Company does not have controlled over but in fact assume the risk situation of special-purpose body
Unit ：RMB
Total assets at the end Total liabilities at the end Net prifot during the current Name Net profit at the end period Income during the current period Remark period period period
(IX) Related parties and related-party transactions 1. Parent company information of the enterprise Unit ：RMB The parent The parent company The ultimate Organization Related Legal Registrated company of Name Tyep Registered address Nature of the Company's controlling party of Code parties representative capital the Company‘s shareholding ratio the Company vote ratio
Equity management, Guangdong No. 27 traffic infrastructure Guangdong Parent State owned communication Baiyyun Li Jing construction and 2,680,000.00 40.83% 43.65% communication Group 723838552 Company Co., Ltd. Group Co., Ltd Road,Yuexiu District , Guangzhou. railway project Co., Ltd operation
Notes : Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Li Jing. Date of establishment: June 23, 2000. As of December 31, 2013,Registered capital: RMB 26.8 billion. It is a solely state-owned limited company. Business scope：equity management, organization of asset reorganization and optimized allocation, raising funds by means including mortgage, transfer of property rights and joint stock system transformation, project investment, operation and management, traffic infrastructure construction, highway and railway project operation and relevant industries, technological development,
157 application, consultation and services, highway and railway passenger and cargo transport, ship industry, relevant overseas businesses（if the above mentioned business scope requires licenses to operate, then operation licenses are required）. 2.Particulars of the subsidiaries
Unit :RMB The The subsidiaries of subsidiaries Organization Legal Registrated Name Related parties Tyep Registered address Nature the Company's of the Code representative capital shareholding Company‘s ratio vote ratio
Limited liability
Controlling Company(Taiwan, Hong Shabei West,Guang Expressway Guangfo Expressway Xiao Laijiu 20,000.00 75% 75% 617401437 subsidary Kong and Macao and in zhou Management cooperation）
No.83, Baiyun Road, Controlling Expressway Limited liability Company Yuexiu Li Xiyuan 110,800.00 75% 75% 231124318 Guangdong Fokai Expressway subsidary Management District ,Guangzhou
4/F,Guangdong Investment in Expressway Limited liability Company technical GuangdongExpressway Controlling Building, No.85, （Foreign-invested Xiao Laijiu industries and 10,000.00 100% 100% 731456984 subsidary Baiyun Road, Technology Investment Co., Ltd. enterprises and domestic join Yuexiu District, provision of Guangzhou relevant
3. Infornation of Joint venture and Affiliated company
Unit：RMB
158 Held Share Voting Registrated Legal Registrated Related Orgabuzatuib Name Type Nature proportion proportion address representative capital parties code (%) (%)
I. Joint venture
Limited liability Guangzhou, Expressway Joint Guangdong Guanghui Expressway Co., Ltd. Liu Gangliang 2,351,678,000.00 30% 30% 707685410 Company Guangdong Management venture
Limited liability Zhaoqing, Expressway Joint 2. Zhaoqing Yuezhao Highway Co., Ltd. Wang Ping 818,300,000.00 25% 25% 708157003 Company Guangdong Management venture
Organic Limited liability fertilizer Joint .3.Beijing Gelin Enze Beijing 20,000,000.00 35% 35% 735596044 Company Wang Jianji production and venture
sell
II. Affiliated company
Limited liability Shenzhen, Expressway Affiliated 36,000,000.00 33.33% 33.33% 192203792 1.Shenzhen Huiyan Expressway Co., Ltd. Company Guangdong Xu Yunguo Management company
Limited liability Guangzhou, Expressway Affiliated 1,120,000,000.00 707668637 2.Guangdong Maozhan Expressway Co., Ltd. Company Guangdong Ye Yongcheng Management company
Limited liability Guangzhou, Wang Expressway Affiliated 580,000,000.00 20% 20% 617401445 3.Jingzhu Expressway Guanzhu Company Guangdong kangchen Management company
Limited liability Guangzhou, Wang Expressway Affiliated 1,045,000,000.00 15% 15% 742962356 4.Guangdong Jiangzhong Expressway Co., Ltd. Company Guangdong kangchen Management company
159 Other Limited Ganzhou, Expressway Affiliated liability Yao Diming 600,000,000.00 30% 30% 772390395 Jiangzi Management 5.Ganzhou Kangda Expressway Company company
Other Limited Ganzhou, Xiao Expressway Affiliated liability 754,596,667.00 30% 30% 799467196 Jiangzi Management 6.Ganzhou Kangda Expressway Company Zhunliang company
Limited liability Guangzhou, Expressway Affiliated 7.Guangdong Guangle Expressway Co., Ltd. Ye Yongcheng 500,000,000.00 30% 30% 69693015X Company Guangdong Management company
Hande all Limited liability Guangzhou Affiliated 8.Guangdong Yueke Technology Petty Loan Co., Ltd. Li Quanhui kinds of small 1,000,000,000.00 20% 20% 071892245 Company ,Guangdong loans company
Real estate Limited liability Heshan, Affiliated 9.Asian Kitchen & Bath City Co., Ltd. Cen Lize Development 132,716,000.00 15% 15% 06214240X Company Guangdong and sales company
160 4. Other Related parties
Name Relation with the Company Organization Code
Guangdong Expressway Co., Ltd. Fully owned subsidiary of the parent company 190330413
Guangdong Yueyun Communication Co., Ltd. Fully owned subsidiary of the parent company 719285123
Guangdong Changda highway Co., Ltd. Fully owned subsidiary of the parent company 190334510
Guangdong Hualu communication Technology Co., Fully owned subsidiary of the parent company 736195293 Ltd.
Guangdong Xinyue Communication Investment Co., Fully owned subsidiary of the parent company 707656521 Ltd.
Guangdong Gaoda Property Development Co., Ltd. Fully owned subsidiary of the parent company 707685592
Guangdong East Thinking Management Technology Fully owned subsidiary of the parent company 724762107 Development Co., Ltd.
Guangzhou Xinruan Computer Technology Co., Ltd Fully owned subsidiary of the parent company 725017352
Guangdong Tongyi Expressway Services Fully owned subsidiary of the parent company 724795996 Area Co., Ltd.
Guangdong Lulutong Co., Ltd. Fully owned subsidiary of the parent company 231125505
Guangdong Xinlu Adverting Co., Ltd. Fully owned subsidiary of the parent company 747072344
Guangzhou Xinyue Asphalt Co., Ltd. Fully owned subsidiary of the parent company 714289942
Guangdong Highway Construction Co.,Ltd. Fully owned subsidiary of the parent company 190335177
Guangdong Zhaoyang Expressway Co.,Ltd. Fully owned subsidiary of the parent company 681314303
Guangdong Kaiyang Expressway Co., Ltd. Fully owned subsidiary of the parent company 712226008
Guangdong Yuzhan Expressway Co., Ltd Fully owned subsidiary of the parent company 752877577
Guangdong Shanfen Expressway Co., Ltd. Fully owned subsidiary of the parent company 719339187
Guangdong Yuwu Expressway Co., Ltd. Fully owned subsidiary of the parent company 75108396X
Guangdong Shenshan West Expressway Co., Ltd. Fully owned subsidiary of the parent company 675660592
Yunfu Guangyun Expressway Co., Ltd. Fully owned subsidiary of the parent company 744489224
Guangdong Litong Real estate Investment Co., Ltd. Fully owned subsidiary of the parent company 774031126
Guangdong West coastal Expressway Co.,Ltd. Fully owned subsidiary of the parent company 737563043
Guangdong Taishan Coastal Expressway Co., Ltd Fully owned subsidiary of the parent company 707968736
Guangdong Highway Bridge Construction Fully owned subsidiary of the parent company 190376243 Development Co., Ltd.
Guangdong Yangmao Expressway Co., Ltd. Fully owned subsidiary of the parent company 74170833X
Notes
161 5. Related transactions.
（1）Related transactions on purchasing goods and receiving services
Unit：RMB
Content of Pricing principle Amount in current period Amount in last period
Related parties related of related Proportion Proportion Amount Amount （ ） （ ） transaction transactions % %
Guangdong Changda highway Co., Ltd. Project fund Market price 10,328,237.71 1.12% 12,283,229.00 1.89%
Guangdong Guanghui Expressway Co., Rent Market price 3,070,833.34 0.33% 2,612,500.00 0.4% Ltd.
Guangdong Hualu communication Project fund Market price 1,874,443.00 0.2% 2,029,490.00 0.31% TechnologyCo., Ltd.
Guangzhou Xinruan Computer Project fund Market price 655,120.00 0.07% 545,300.00 0.08% Technology Co., Ltd.
Guangdong Xinyue Communication Project fund Market price 394,320.00 0.04% 409,633.33 0.06% Investment Co., Ltd.
Rent Guangdong Gaoda Property Management Market price 333,660.00 0.04% Development Co., Ltd. fees
Zhaoqing Yuezhao Highway Co., Ltd. Rent Market price 225,000.00 0.02%
Guangdong Guanyue Luqiao Co., Ltd. Project fund Market price 10,495,906.54 1.62%
Guangdong Shipping Planning and Project fund Market price 2,934,064.00 0.45% Design Institute
Rent Guangdong Litong Real estate Management Market price 8,401,056.00 4.59% 6,760,148.40 3.58% Investment Co., Ltd. fees
Rent Guangdong Gaoda Property Management Market price 1,758,616.51 0.96% 2,769,058.15 1.47% Development Co., Ltd. fees
Guangzhou Xinruan Computer Services Market price 561,850.75 0.31% 120,000.00 0.06% Technology Co., Ltd.
Guangdong Xinlu Adverting Co., Ltd. Services Market price 244,316.00 0.13%
Guangdong Communication Group Co., Services Market price 1,646,011.38 0.38% 573,715.65 0.19% Ltd.
Guangdong Guanghui Expressway Co., Interest Market price 2,953,781.25 0.97% Ltd.
162 607,837,062.0 Guangdong Changda highway Co., Ltd. Project fund Market price 45,457,089.00 37.45% 31.21% 0
Guangdong Expressway Co., Ltd. Project fund Market price 21,090,122.94 17.37% 29,071,251.94 1.49%
Guangdong Hualu communication Project fund Market price 151,747.75 0.13% 6,780,450.82 0.35% Technology Co., Ltd.
Guangdong Xinyue Communication Project fund Market price 1,095,820.00 0.9% 307,165.65 0.02% Investment Co., Ltd.
Guangdong Lulutong Co., Ltd. Project fund Market price 309,197.64 0.25% 723,414.00 0.04%
269,647,159.0 Guangdong Guanyue Luqiao Co., Ltd. Project fund Market price 13.85% 0
Guangzhou Xinruan Computer Purchase Market price 2,948,230.00 1.03% 864,100.00 0.02% Technology Co., Ltd. goods
Guangdong Xinyue Communication Purchase Market price 455,000.00 0.01% Investment Co., Ltd. goods
Purchase Guangdong Lulutong Co., Ltd. Market price 299,461.00 0.01% goods
Guangdong Xinyue Communication Purchase Market price 369,410.00 13.55% Investment Co., Ltd. goods
Guangdong East Thinking Management Purchase Technology Market price 260,000.00 9.53% goods Development Co., Ltd.
Guangzhou Xinruan Computer Purchase Market price 81,700.00 3% Technology Co., Ltd. goods
Related transactions on sale goods and receiving services Unit：RMB
Amount in current period Amount in last period Content of related Pricing principle of Related parties Proportion Proportion transaction related transactions Amount Amount （%） （%）
Guangdong Project fund Market price 3,759,040.39 0.28% 1,173,677.04 0.11% Expressway Co., Ltd.
Guangdong Xinlu Rent Market price 1,254,260.91 0.09% 1,538,648.65 0.14% Adverting Co., Ltd.
Guangdong Kaiyang Project fund Market price 574,271.36 0.04% 590,248.00 0.05% Expressway Co., Ltd.
Guangdong Shenshan Project fund Market price 216,000.00 0.02% Expressway Co., Ltd.
Guangdong Yuzhan Project fund Market price 102,000.00 0.01%
163 Expressway Co., Ltd.
Guangdong Maozhan Project fund Market price 96,000.00 0.01% 802,000.00 0.07% Expressway Co., Ltd.
Guangdong Taishan Coastal Expressway Project fund Market price 60,000.00 Co., Ltd
Guangdong Yangmao Project fund Market price 60,000.00 Expressway Co., Ltd.
Guangdong Zhaoyang Project fund Market price 60,000.00 Expressway Co., Ltd.
Guangdong Shipping Planning and Design Rent Market price 36,856.00 Institute
Guangdong Changda Project fund Market price 23,616.00 652,041.76 0.06% highway Co., Ltd.
Zhaoqing YuezhaoHighway Co., Project fund Market price 8,300.00 Ltd.
Guangdong Guanghui Project fund Market price 766,743.00 0.07% Expressway Co., Ltd.
Guangdong Guanyue Rent Market price 247,725.00 0.02% Luqiao Co., Ltd.
（2）Related trusteeship or contracting
Related trusteeship or contracting in which the Company is the undertaker
Unit：RMB
Gains from the Name of the Name of the Asset situation of Start date Terminating date Pricing basis deal in report employer undertaker the undertaker period
Related trusteeship or outsourcing in which the Company is the employer Unit ：RMB
Gains from the Name of the Name of the Asset situation of Start date Terminating date Pricing basis deal in report employer undertaker the undertaker period
Notes
164 （3）Related leasing
The Company is the lender
Unit：RMB
Rental Name of the Name of the Category of asset Starting date Stop date Pricing basis recognized in the owner tenant for rent period
The Company is the undertaker Unit：RMB
Rental Name of the Name of the Category of asset Starting date Stop date Pricing basis recognized in the owner tenant for rent period
Notes
（4）Status of related party guarantee
Unit：RMB
Whether or not the Guarantor The warranted party Amount Starting date Stop date guarantee has been fulfilled
Notes
（5）Related party funds
Unit：RMB
Related parties Amount of demolition Starting date Stop date Notes
Bonow in
Lend out
（6）The information of asset transfer, debt restructured of the related parties
Unit ：RMB
Pricing principle Amount in current period Amount in last period Content of related Related parties Type of related Proportio Proportio transaction Amount Amount （ ） （ ） transactions n % n %
（7）Other Relationships Transactions
（1）Our controlled subsidiary company guang-fo highway Co., Ltd. is building an extension for the section from yayao to xiebian. May 20, 2005,Guang-fo highway Co., Ltd. and Guangdong province highway Co.,Ltd. had
165 signed《the agreement of construction and management entrustment in Guang-fo highway extension project for the section from yayao to xiebie》in Guangzhou. This agreement and its complementary agreement had been approved and made effective by the resolutions of the 2nd provisional shareholders’ meeting held by our company in Feb. of 2008. According to above agreement, Guang-fo highway Co.,Ltd. will entrust the construction and management of Guang-fo highway extension project for the section from yayao to xiebie to Guangdong province highway Co.,Ltd. and will pay the construction & management Fee of entrustment.,Our controlled subsidiary company guang-fo highway Co., Ltd. should pay construction & management Fee of entrustment to Guangdong Expressway Co.,Ltd. This extension project has been finished and was commissioning in December 23，2009.As of December 31, 2013, Guangfo Expressway expansion project has been completed budget of the project.
(2)Our controlled subsidiary company Guangdong Fokai Expressway Co.,Ltd. is planning to carry out expansion & reconstruction for the section from xiebian to sanbao. On May 20, 2005,Guangdong Fokai Expressway Co.,Ltd. and Guangdong Expressway Co.,Ltd. had signed《the agreement of construction and management entrustment in fo-kai highway extension project for the section from xiebian to sanbao》.This agreement and its complementary agreement had been approved and made effective by the resolutions of the 2nd provisional shareholders’ meeting held by our company in Feb. of 2008. According to the above agreement, Guangdong Fokai Expressway Co.,Ltd. will entrust the construction and management of fo-kai highway extension project for the section from xiebian to sanbao to Guangdong Expressway Co.,Ltd. and Guangdong Fokai Expressway Co.,Ltd. will pay the construction & management Fee of entrustment to Guangdong Expressway Co.,Ltd. the project was completed and open to traffic on December 26, 2012. As of the end of the period, the main part of the expansion project of Xiebian- Sanbao of Fokai Expressway has been finished but has not performed the completion final accounts.
（3）On June 15, 2007，The 325 Jiujiang Bridge collapsed on # 23 pier for “Nanguijii 035” collision owned by the controlling subsidiary of the company Guangdong Fokai Expressway Company leads the collapse and the traffic jam of 200 meters long of the Jiujiang Bridge.One of the shareholders of Guangdong Fokai Expressway Company, Guangdong Provincial Expressway Company, established National Road 325 Jiujiang Bridge Restoration Project Office on June 18,2007, responsible for the repair works of Jiujiang Bridge and related management work. The restoration has been finished and was open in June 10, 2009.As of December 31, 2013, The final restoration is not complete. As of the end of the period, the restoration project has performed the completion final accounts.
(4)The Third Provisional Shareholders General Meeting on October 15, 2013 examined and adopted the Proposal for Assigning 20% Equity of Guangdong Maozhan Expressway Co., Ltd. 1. The Company was approved to assign 20% equity of Maozhan Expressway Co., Ltd. at South Equity Transaction Center at the price not lower than the appraised value. The assignee shall pay the interest accrued during the period from the base day of appraisal to actual payment day of assignment price. On November 22, 2013, ―Property Rights Transaction Contract‖ was been signed between the company and Guangzhou Xinyue Asphalt Co., Ltd., which stated that the company held 20% of equity of Maozhan company would be transferred to Guangzhou Xinyue Asphalt Co., Ltd. at a price of RMB318.725680 million. As of the end of this period, the company has completed the equity transferring procedure.
166 6. Payables and receivables of the related party
Listed company related party fund
Unit：RMB
Amount at year end Amount at year beginning
Name Related party Balance of Bad debt Balance of Bad debt Book Provision Book Provision
Account receivable Guangdong Expressway Co., Ltd 1,068,921.00 328,786.96
Guangdong Kaiyang Expressway Account receivable 360,671.36 545,500.00 Co., Ltd.
Guangdong Maozhan Account receivable 96,000.00 761,900.00 Expressway Co., Ltd.
Guangdong Changda highway Co., Account receivable 75,562.83 Ltd.
Account receivable Guangdong Lulutong Co., ltd. 17,855.30 16,069.77
Guangdong Xinyue Prepayable account 1,432,981.80 Communication Co., Ltd.
Guangdong Changda highway Co., Prepayable account 242,502.50 33,465,082.60 Ltd.
Zhaoqing Yuezhao Highway Co., Prepayable account 131,250.00 131,250.00 Ltd.
Guangzhou Xinruan Computer Prepayable account 128,580.00 Technology Co., Ltd.
Guangdong Hualu communication Prepayable account 200,000.00 Technology Co., Ltd.
Dividend receivable Jingzhu Expressway Guangzhu 16,648,284.74 53,360,130.21
Other Account receivable Beijing Gelin Enze 12,220,079.91 12,220,079.91 12,220,079.91 12,220,079.91
Guangdong Litong Property Other Account receivable 1,435,856.00 1,400,176.00 Investment Co., Ltd.
Guangdong GuanghuiExpressway Other Account receivable 668,034.00 668,034.00 Co., Ltd.
Guangdong Xinlu Adverting Co., Other Account receivable 493,115.31 919,852.74 Ltd.
Zhaoqing Yuezhao Highway Co., Other Account receivable 411,178.00 519,254.95 Ltd.
Other Account receivable Guangdong Yunwu Expressway 136,980.96
167 Co., Ltd.
Guangdong Gaoda Property Other Account receivable 91,500.00 91,500.00 Development Co., Ltd.
Guangdong Kaiyang Expressway Other Account receivable 73,244.00 77,208.00 Co., Ltd.
Guangdong Maozhan Expressway Other Account receivable 40,100.00 40,100.00 Co., Ltd.
Other Account receivable Guangdong Expressway Co., Ltd. 39,654.00
Guangdong Shenfen Expressway Other Account receivable 24,486.00 24,486.00 Co., Ltd.
Guangdong Shipping Planning and Other Account receivable 36,856.00 Design Institute
Yunfu Guangyun Expressway Co., Other Account receivable 6,143.00 6,143.00 Ltd.
Guangdong Luqiao Construction Other Account receivable 3,762.70 3,762.70 Development Co., Ltd.
Guangdong Xinyue Other Account receivable Communication Investment Co., 2,158.60 2,158.60 Ltd.
Guangdong Provincial shipping Other Account receivable 36,856.00 planning and Design Institute
Guangdong Changda highway Co., Other Account receivable 70,656.00 Ltd. The listed company Payables of the related party
Unit：RMB
Amount at year beginning Name Related party Amount at year end
Account payable Guangdong Changda highway Co., Lt 16,960,140.06 19,905,890.22
Account payable Guangdong Expressway Co., Ltd. 13,728,261.18 13,728,261.18
Guangdong Guanghui Account payable 7,002,361.01 3,931,527.67 Expressway Co., Ltd.
Guangzhou Xinruan Computer
Account payable Technology 134,400.00 1,860,580.00 Co., Ltd
Account payable Guangdong Lulutong Co., Ltd 416,941.41 1,007,902.00
168 Guangdong Hualu communication Account payable 298,222.00 750,109.00 Technology Co., Ltd.
Guangdong East Thinking Management Account payable 78,234.00 322,045.27 Technology Development Co., Ltd.
Guangdong Xinyue Communication Account payable 6,812,768.39 Investment Co., Ltd.
Guangdong Expressway Co., Ltd. 24,591,472.01 Dividend payable
Interest payable Guangdong Changda highway Co., Ltd. 78,597,522.94 78,459,033.33
Other payable Guangdong Expressway Co., Ltd. 14,742,813.17 15,905,263.32
Guangdong communication Group Co., Other payable 1,646,011.38 Ltd.
Guangzhou Xinruan Computer
Other payable Technology 578,185.75 131,630.00 Co., Ltd
Xinyue Communication Investment Interest payable 472,595.50 1,562,659.95 Co., Ltd.
Guangdong Hualu communication Other payable 268,750.50 256,604.50 Technology Co., Ltd.
Other payable Guangdong Lulutong Co., Ltd. 66,604.23 95,973.00
Other payable Guangdong Xinlu Adverting Co., Ltd. 30,000.00
Guangdong East Thinking Management Interest payable 26,000.00 Technology Development Co., Ltd.
Other payable Guangzhou Xinyue Asphalt Co., Ltd. 3,100.00 3,100.00
Guangdong Shipping Planning and Other payable 416,710.00 Design Institute
Guangdong Highway Construction Other payable 73,610.38 Co., Ltd.
Other payable Guangdong Xinlu Adverting Co., Ltd. 30,000.00
Guangdong West Coastal Expressway Other payable 2,915.09 Co., Ltd.
X. Subsequent events
1.Liabilities formed from pending lawsuit and mediation and it financial impact.
N/A
169 2.For other units to provide debt guarantees, forming of contingent liabilities and the financial impact.
N/A
Other Liabilities and their financial impact:
The current accounting period did not occur this matter
XI. Commitment events.
1.Importance commitment events
1. The controlling Subsidiary of the Company Fokai Expressway Co., Ltd is expanding the construction of Yayao Xiebian Yayao – Xiebian. On May 22, 2007, Guangdong Development & Reform Commission issued Gaijiaoyun [2007] No.1119 File, the Official Reply to the approval of the project of Guangdong Xiebian-Sanbao Highway Expansion Construction from State Development and Reform Commission: Approved the expansion project of Xiebian- Sanbao Highway, with the investment of the project for 3.71 billion Yuan, of which: the capital 1.47 billion Yuan by the Guangdong Fokai Expressway Co., Ltd, the remaining funds 2.24 billion Yuan by loans from domestic banks. On April 3, 2008, State Highway Traffic Department released TAC [2008]No. 16,
As of the end of the report period, the main part of the expansion project of Xiebian- Sanbao of Fokai Expressway has been finished but has not performed the completion final accounts.
2. The Company held the second provisional Shareholders’ General meeting on September 28, 2009 , The meeting examined and adopted to review and approve the Motion of Investing in 30% Equity of Guangzhou-Lechang Expressway Project. The board of directors consented to invest RMB2,561.914 million in 30% equity of Guangzhou-Lechang highway project. Total investment and capital invested by shareholders shall be the final accounts approved by the competent government authority. As of June 30, 2013, The company has invested accumulated RMB 729.9975 million.
2. Information guaranteed at the former period.
.The controlling subsidiary of the company Guangdong Expressway Technology Investment Co., Ltd. signed the
XII. Post-balance-sheet events
I. Statement on other issues in post balance sheet period
(1).The First Provisional Shareholders' General Meeting Was held on January 13, 2014, The meeting examined and adopted the Proposal for Adjusting the Proportion of Investment in Guangdong Guangle Expressway Co., Ltd. The meeting agreed to the capital increase of Guangdong Guangle Expressway Co., Ltd. ("Guangle Company") and approved the Company to give up participating in this additional investment. The meeting agreed to the reduction of the scale of the Company's investment in Guangle Company. The amount of the Company's capital contribution is to decrease to RMB 768.6012 million (including registered capital contribution of RMB 150
170 million and capital contribution of RMB 618.6012 million). The proportion of Guangle Company's equity held by the Company is to decrease from 30% to 9%. The total project investment and the project capital to be contributed by shareholders shall be subject to the final accounts approved by the competent governmental department. The meeting authorized the management of the Company to revise the cooperation contract for this project and the articles of association and handle other relevant matters not mentioned herein and authorized the board chairman to sign relevant contract.
(2) On January 24, 2014,The People's Government of Guangdong Province issued the Approval of Term of Toll Collection for the Expansion and Reconstruction Project of Xiebian-Sanbao Section of Fokai Expressway (Yue Fu Han (2014) No. 10) and approved the term of toll collection for the said project to be from the date of completion and pening to traffic to March 14, 2036. The 9th(Provisional) meeting of the seventh board of directors was held on 2014 March 27. The meeting examined and adopted the Proposal of Change in Accounting Estimates.
1. It is approved that the company modify the depreciation period towards the reconstruction and expansion project of Xiebian to Sanbao Section of Fokai Expressway since January 1, 2014, in which the depreciation period has been extended to March 14, 2036.
2. It is approved that the company implement depreciation measures according to Fokai Expressway Traffic Estimates Report by Guandong Highway Design Institute Co.,Ltd. provided to Guandong Fokai Expressway Co., Ltd. in 2013.
The depreciated value by the Change in Accounting Estimates will increase the company‘s net profot around RMB149.12. Million. The increase in net profit to shareholders of the listing company is about RMB83.88 million. This proposal shall be submitted to the shareholder meeting of 2013 for examination.
(3)The 9th(Provisional) meeting of the seventh board of directors was held on 2014 March 27. The meeting examined and adopted the Proposal Concerning Preplan for Profit Distribution for 2013.
The Company's profit distribution preplan from the parent company is as follows:
1.10% of the 2013 net profit of the company RMB 29,058,896.20;
2. RMB 62,855,887.40. is to be allocated as the fund for dividend distribution for 2013. with the total shares at the end of 2013, i.e., 1,257,117,748 shares, as the base, cash dividend of RMB 0.5 (including tax) is to be distributed for every 10 shares .The remaining undistributed profits are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders holding B share and overseas corporate shares will be determined according to HKD:RMB bank’s Middle rate quoted by People’s Bank of China on the first working day after 2013 annual shareholders’general meeting makes resolution on dividend distribution.
This proposal shall be submitted to the shareholder meeting of 2013 for examination.
XIII. Other Important events
1. Assets and liabilities measured at their fair value
Unit：RMB
171 Accumulated Impairment accrued Amount in Gain/loss from change of fair value Items during current Amount in year-end year-beginning change of fair value accounted into period equity
Financial assets
3.Sellable financial assets 732,000,000.00 -92,508,637.12 108,217,274.24 625,778,151.04
Total 732,000,000.00 -92,508,637.12 108,217,274.24 625,778,151.04
Financial liabilities 0.00 0.00
2.Other
1．June 15,2007 early in the morning, The 325 Jiujiang Bridge collapsed on # 23 pier for ―Nanguijii 035‖ collision owned by the controlling subsidiary of the company Guangdong Fokai Expressway Company leads the collapse and the traffic jam of 200 meters long of the Jiujiang Bridge. On June 10, 2009, Jiujiang Bridge opened to traffic has been restored.
On June 19,2007， The Ministry of Communications, the State Production Safety Supervision and Administration Commission issued the JiaoAnWeiming File [2007] No. 8 "Notification on the Guangdong"6.15 "Jiujiang Bridge Collision Accident", initially determined the causes of the accident are: the incident ship suddenly met heavy fog on the way from Foshan Gaoming to Sunde, the captain neglected looking out, did not take proper measures and deviated from the main channel, touched the 325 National Road Jiujiang Bridge the non-navigation bridge pier and caused the collapsion of part of the Jiujiang bridge. The accident was an unilateral responsibility of the ship. On July 19,2007，Fokai Company applied preservation of property to Guangzhou Maritime Court.On August 22,2007，Fokai Company officially prosecuted to Guangzhou Maritime Court, asking Foshan South Sea Shipping Company Limited and Yang Xiong to undertake the conpensation 25,587,684 yuan for the loss caused by collapsion of Jiujiang Bridge. On August 28, 2007, Guangzhou Maritime Court accepted the case. According to the (2007)-Canton Haifa No. 332 ruling book issued by Guangzhou Maritime Court, the proceeding of the case was suspended.
After the court accepted the case, the incident investigation team of Guangdong Provincial Government had not made the final report of Jiujiang Bridge accident. The Court, on November 5, 2007, decided to suspend the proceeding. In September 2008, Jiujiang Bridge accident investigation report was officially reported and resumed the proceedings. On December 5, 2008, Guangzhou Marine Court opened a court trial to procceeded the case. Currently, Guangzhou Haizhu prosecutorial office was intend to prosecute the accident captain Shi Guide, therefore, on January 5, 2009, Guangzhou Maritime Court ruled the suspension of the case. On September 17, 2013, the Guangzhou Maritime Court issued a notice of civil and eliminate the cause of suspension of proceedings, the court decided to resume the trial. On December 19, 2013, the Guangzhou Maritime Court opened a court session, has not yet made the first-instance judgment. 2. In June 2003, Guangdong Expressway Technology Investment Co., Ltd., a wholly-owned subsidiary of the Company, signed Entrusted Loan Agreement with Beijing Bank and Beijing Gelin Enze Organic Fertilizer Co., Ltd. According to the agreement, Guangdong Expressway Technology Investment Co., Ltd. entrusted Xisi
172 Sub-branch of Beijing Bank to lend RMB 8 million to Beijing Gelin Enze Organic Fertilizer Co., Ltd. with a term of one year. Meanwhile, Guangdong Expressway Technology Investment Co., Ltd. Beijing Gelin Enze Organic Fertilizer Co., Ltd. and Wang Jianji (the board chairman of Beijing Gelin Enze Organic Fertilizer Co., Ltd.) jointly signed Guarantee Contract. According to the contract, Wang Jianji shall bear joint liability for repayment in respect of the loan of RMB 8 million and corresponding interests, damages and expenses. As Beijing Gelin Enze Organic Fertilizer Co., Ltd. failed to repay due borrowings, Guangdong Expressway Technology Investment Co., Ltd. brought an action against Wang Jianji to Guangdong Guangzhou Yuexiu District People's Court on May 31, 2006. On September 11, 2008, Guangzhou Intermediate People's Court judged case transfer for jurisdiction. Beijing Xicheng District People's Court held hearings on September 16, 2009. 2On April 15, 2010, Beijing Xicheng District People's Court issued (2009) Xi Min Chu Zi No. 5881 Civil Judgment and judged that Guangdong Expressway Technology Investment Co., Ltd. won the lawsuit. The Defendant refused to accept the judgment and instituted an appeal to Beijing First Intermediate People's Court. 2On October 19, 2010, Beijing First Intermediate People's Court made the final judgment and issued (2010) Yi Zhong Min Zhong Zi No. 10701 Civil Judgment to reject the appeal of the Defendant and maintain the original judgment in the first instance.
In November 2010, Guangdong Expressway Technology Investment Co., Ltd. applied to the court for enforcement in respect of the attached 2.5 flats of the Defendant. 2On February 15, 2011, the court informed that the procedure for placing enforcement on file had been completed. File No.: (2011) Xi Zhi Zi No. 00039. At present, the enforcement procedure is still being implemented. On July 14, 2011, Wang Jianji has applied for a retrial.On May 8, 2012, Beijing Higher People's Court issued (2012) Gao Min Ti Zi No. 391 Written Civil Judgment to revoke the judgment of Beijing First Intermediate People's Court and Xicheng District People's Court. Within 15 days from the effective date of this judgment, Gelin Company shall pay RMB 8 million and accrued interest and damages (1% of payment) to Technology Company with all its assets. When Gelin Company's assets are insufficient to repay the loan, Wang Jianji shall pay the part that Gelin Company fails to pay. On January 10, 2013, the court suggested an amicable settlement but no settlement was reached. 2On June 27, 2013, Guangdong Expressway Technology Investment Co., Ltd. submitted Bill for a New Trial to the Supreme People's Court, Counterappeal Application to the Supreme People's Procuratorate and Application for Requesting Counterappeal to Beijing Municipal People's Procuratorate.
Guangdong Expressway Technology Investment Co., Ltd. has separately received ―Notice of Acceptance‖ and ―Notice of Register‖ issued by Beijing Municipal Procuratorate in October and November.
3. Guangdong Expressway Technology Investment Co., Ltd., a wholly-owned subsidiary of the Company, extended a loan of RMB 3 million to Beijing Gelin Enze Organic Fertilizer Co., Ltd. in 2005. As Beijing Gelin Enze Organic Fertilizer Co., Ltd. failed to repay due borrowings, Guangdong Expressway Technology Investment Co., Ltd. brought an action against this company to Beijing Changping District People's Court. On July 25, 2006, Beijing Changping District People's Court issued (2006) Chang Min Chu Zi No. 7131 Civil Judgment and judged that Beijing Gelin Enze Organic Fertilizer Co., Ltd. should repay RMB 3 million to Guangdong Expressway Technology Investment Co., Ltd. On December 28, 2006, Guangdong Expressway Technology Investment Co., Ltd. applied to the court for compulsory enforcement. In June and September of 2008, the court put the properties of Beijing Gelin Enze Organic Fertilizer Co., Ltd. up for auction twice but failed to sell them. At present, the enforcement procedure is still being implemented.
173 4. The First provisional shareholders‘ general meeting in 2012 of the Company was held of February 29, 2012, The meeting examined and adopted the Proposal Concerning Matters Related to Fokai Company's Financing from State Development Bank. Guangdong Fokai Expressway Co., Ltd. (hereinafter referred to as "Fokai Company"), a controlled subsidiary of the Company, was approved to accept the project loan of RMB 750 million extended by State Development Bank Co., Ltd. RMB 400 million and RMB 350 million will be used respectively for the reconstruction and expansion project of Fokai Expressway and major repair project of Fokai Expressway under construction. The loan term is not more than 15 years from the withdrawal day of the first sum of loan. As for the interest rate of the loan, the basic interest rate of RMB loans of the same class quoted by People's Bank of China in the same period shall apply. Fokai Company was approved to provide pledge guarantee for the loan extended by State Development Bank Co., Ltd. with 25% of toll collection right. In current period, Guangdong Fokai Expressway Co., Ltd., a controlled subsidiary of the Company, borrowed and repaid the above-mentioned loan of RMB 100 million. As of the end of current period, the balance of the pledged loan borrowed from State Development Bank Co., Ltd. was zero.
5. The 26th (Provisional)Meeting of the sixth board of directors of Guangdong Provincial Expressway Development Co., Ltd. was held of May 10, 2012. The meeting examined and adopted the proposal Concerning the Company‘s Accepting the insurance Bond Investment Plan of Pacific Asset Management Co., Ltd. The Company was approved to accept the insurance bond investment plan made by Pacific Asset Management Co., Ltd. The amount of proceeds to be raised is not more than RMB 1.5 billion . Floating interest rate plus guaranteed base interest rate applies as the interest rate. The Floaing interest rate shall not exceed the basic interest rate of RMB loan with a term of over five years on the day when the investment fund of the insureance company is transferred into the Company‘s account and the corresponding days of the future years, which shall be adjusted once each year. The guaranteed base interest rate is 5.6%. The concrete amount of raised proceeds shall be within maximum limit of investment fund filed with CIRC. The actual amount wholly transferred to the Company shall apply. The final interest rate is subject to investment Contract for Bond Investment Plan between Pacific and Guangdong Expressway Filed with CIRC. It was approved to authorize the management of the Company to implement the above-mentioned matters.
The Company was approved to provide counter guarantee to Guangdong Communication Group Co.,Ltd.with 75% equity of Guangdong Fokai Expressway Co., Ltd. Held by it . as of June 30, 2013, the company has borrowed RMB 1.5 billion.
6.The toll collection period of Jiujiang Bridge of No. 325 National Highway owned by Jiujiang Bridge Branch of Guangdong Fokai Expressway Co., Ltd., a controlled subsidiary of the Company, which was approved by Ministry of Communications, is 30 years. Up to the present, the accumulative toll collection period is 25 years. According to the Notice of Relevant Matters Concerning Quickening Special Clearing of Toll Highways in Guangdong Province (Yue Jiao Ming Dian (2013) No. 56 Document), the rectification measure proposed for Jiujiang Bridge is "toll collection period shall be no more than 20 years". The result of rectification is "toll collection shall be cancelled due to the expiration of toll collection period." As required by this document, Jiujiang Bridge will stop toll collection from 24:00 of June 30, 2013. Jiujiang Bridge is a construction project in which an enterprise under provincial administration invested. As for relevant problems occurred after rectification, the Provincial State-owned Assets Commission shall coordinate in handling such problems according to the requirements of the document.
As of the date of this report, the Company has not reached agreement with governmental departments through consultation in respect of the scheme for project benefit compensation or asset disposal after the
174 enforcement of the above-mentioned notice. As the influence of this matter on the Company is quite uncertain, it is impossible to appraise the influence on the operating status and financial position of the Company.
In view of the cancellation of tolls, the relevant assets on Jiujiang Bridge are neither owned or controlled by the company, nor brings any economic benefits to enterprise in future. According to the provision of Accounting Standards, the company has made disposal of the assets at the end of 2013, and the relevant losses have been recorded into the annual expenses outside of operation in 2013.
7.The Third Provisional Shareholders General Meeting on October 15, 2013 examined and adopted the Proposal for Assigning 20% Equity of Guangdong Maozhan Expressway Co., Ltd. 1. The Company was approved to assign 20% equity of Maozhan Expressway Co., Ltd. at South Equity Transaction Center at the price not lower than the appraised value. The assignee shall pay the interest accrued during the period from the base day of appraisal to actual payment day of assignment price. On November 22, 2013, ―Property Rights Transaction Contract‖ was been signed between the company and Guangzhou Xinyue Asphalt Co., Ltd., which stated that the company held 20% of equity of Maozhan company would be transferred to Guangzhou Xinyue Asphalt Co., Ltd. at a price of RMB318.725680 million. As of the end of this period, the company has completed the equity transferring procedure.
XIV.Notes s of main items in financial reports of parent company
1.Other account receivable
（1）Other account receivable Unit：RMB
Year-end balance Year-beginning
Book balance Provision for bad debts Book balance Provision for bad debts Classification Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%)
Other Receivables with major individual amount and bad 32,530,422.85 87.72% 32,530,422.85 100% 32,530,422.85 83.13% 32,530,422.85 100% debt provision provided individually
Other Receivables provided bad debt provision in groups
Group 1：Other Account reveivables on which bad debt 2,639,011.71 7.11% 1,658,571.80 62.85% 2,809,757.01 7.18% 1,658,571.80 59.03% provisions are provided on age basis in group
Group 2：Other Account reveivables on which bad debt 1,916,187.00 5.17% 3,793,591.97 9.69% provisions are provided on other basis in group
175 Subtotal of group 4,555,198.71 12.28% 1,658,571.80 36.41% 6,603,348.98 16.87% 1,658,571.80 25.12%
Total 37,085,621.56 -- 34,188,994.65 -- 39,133,771.83 -- 34,188,994.65 --
Notes Other receivable accounts with large amount and were provided had debt provisions individually at end of period. □Applicable √Not applicable Other receivable account in Group on which bad debt provisions were provided on age basis： √Applicable □Not applicable Unit： RMB
Year-end balance Year-beginning
Book balance Book balance Age Provision for bad Provision for bad Proportion Proportion Amount debts Amount debts (%) (%)
Within 1 year
Inclding： ------
Within 1 year 980,439.91 37.15% 1,151,185.21 40.97%
Subtotal within 980,439.91 37.15% 1,151,185.21 40.97% 1 year
Over 5 years 1,658,571.80 62.85% 1,658,571.80 1,658,571.80 59.03% 1,658,571.80
Total 2,639,011.71 -- 1,658,571.80 2,809,757.01 -- 1,658,571.80
Other receivable account in Group on which bad debt provisions were provided on percentage basis： □Applicable √Not applicable Other receivable account in Group on which bad debt provisions were provided on Other basis： □Applicable √Not applicable
Separate amount is big at end of the period or not big but other account receivable and doubtful reserves shall
be withdrawn.
□Applicable √Not applicable
（2）Switch back or regain of the other account receivable in the reporting period
Unit ：RMB
Switching back or taking Reasons for switching Basis for confirming bad back the counted or Amount switched back Other account receivable back or taking back debt reserves drawn bad debt reserves or taken back accumulated before
Separate amount is big at end of the period or not big but other account receivable and doubtful reserves shall be
176 withdrawn.
Unit：RMB
Description of Amount of bad Rate Book balance Reason other receivable debts （%）
For the balance amount of our company‘s secutity trading settlement funds RMB 33,683,774.79 deposited in Kunlun Securities Co., Ltd., The Xin‘Ning Municipal intermediate People‘s Court of Qinghai Province had made the judgment in accordance with the law and declared on November 11, 2006. that Kunlun Securities Co., ltd. was bankrupted for debt payment . In March of 2007, the liquidating group of Kunlun Securities preliminary judged the relationship between our company and Kunlun Kunlun Securities Co., Ltd.is debtor creditor relationship . as Kunlun Securities Sercurities 32,530,422.85 32,530,422.85 100% Co., Ltd.was bankrupted for debt payment and it is in serious insolvency. Co.,Ltd. Our company had moved the security trading settlement funds deposited in Kunlun Securities Co., Ltd, to other receivables account for reflection, we also have made full amount provision for had debts based on conservatism principle. The recovered debt amount in 2008 is RMB485,392.67 which had been offset from the provision for bad debts. The recovered debt amount in 2011 is RMB 667,959.27 which had been offset from the provision for bad debts.
Total 32,530,422.85 32,530,422.85 -- --
Notes
（3）The front 5 units‘ information of the account receivable Unit:RMB
Relation with the Portion in total other Name Amount Ages Company receivables(%)
Kunlun Securities Co., Ltd. No relationship 32,530,422.85 Over 5 years 87.72%
Heshan Transportation Real estate No relationship 1,470,000.00 Over 5 years 3.96% Development Company
Guangdong Litong Real estate The controlling parent 1,435,856.00 Within 2 years 3.87% Investment Co., Ltd. company
Beijing Shibang Weilishi Property No relationship 393,331.00 Within 2 years 1.06% Management Services Co., Ltd.
China Petrochemical Co., Ltd. No relationship 120,000.00 Within 1 year 0.32%
Total -- 35,949,609.85 -- 96.93%
（4）Other accounts receivable from the related parties
Unit：RMB
177
The proportion of the total of Name Relationship with the Company Amount other receivables(%)
Guangdong Litong Property The controlling parent Company 1,435,856.00 3.87% Investment Co., Ltd.
Guangdong Gaoda Property The controlling parent Company 87,000.00 0.23% Development Co., Ltd.
Total -- 1,522,856.00 4.1%
178 2. Long- term s equity investment
Unit：RMB
Voting Explanation of Shareholding right diffidence between Accounting Initial investment Current Cash Name Original balance change Ending Balance proportion in proportion shareholding proportion Devalue method cost devalue bonus the investee in the and voting right investee proportion in investee
Guangdong Equity Guanghui 705,503,400.00 861,699,327.00 122,268,994.53 983,968,321.53 30% 30% 30,000,000.00 method Expressway Co., Ltd.
ZhaoqingYuezhao Equity 201,770,945.42 223,165,906.76 10,557,834.61 233,723,741.37 25% 25% 30,449,334.45 Highway Co., Ltd. method
ShenzhenHuiyan Equity 35,231,299.69 163,744,908.44 30,890,725.38 194,635,633.82 33.33% 33.33% Expressway Co., Ltd. method
Guangdong Maozhan Equity 172,315,789.50 -172,315,789.50 Expressway Co., Ltd. method
Jingzhu Exprwssway Equity 247,848,488.93 337,849,047.24 -18,737,963.96 319,111,083.28 20% 20% 80,648,284.74 Guanzhu method
Guangdong Jiangzhong Equity 156,750,000.00 155,139,302.11 13,510,008.73 168,649,310.84 15% 15% Expressway method Co., Ltd.
Ganzhou Kangda Equity 216,251,100.00 126,880,301.64 14,826,819.31 141,707,120.95 30% 30% Expressway Co., Ltd method
Ganzhou Gankang Equity 226,379,000.00 195,452,204.21 8,212,250.63 203,664,454.84 30% 30%
179 Expressway method
Co., Ltd.
Guangdong Guangle Equity 729,997,500.00 728,141,601.73 728,141,601.73 30% 30% Expressway Co., Ltd. method
Yueke Technology Equity 200,000,000.00 200,000,000.00 200,000,000.00 20% 20% Petty Loan Co., Ltd. method
Huaxia Securities Cost 5,400,000.00 5,400,000.00 5,400,000.00 0.27% 0.27% 5,400,000.00 Co., Ltd.(Notes 1) method
Huazheng Assets Cost Management 1,620,000.00 1,620,000.00 1,620,000.00 0.54% 0.54% 1,393,200.00 Co. Ltd.(Notes 2) method
Guangdong Rodio and Television Networks investment Cost 50,000,000.00 50,000,000.00 50,000,000.00 2.97% No.1 Limited method partnership enterprise
Guangdong Guangfo Cost Expressway 154,982,475.25 154,982,475.25 154,982,475.25 75% 75% Co., Ltd. method
Guangdong Expressway Cost Technology 95,731,882.42 95,731,882.42 95,731,882.42 100% 100% Investment Co., method Ltd.
Guangdong Fokai Cost 2,167,722,211.85 2,066,544,211.85 101,178,000.00 2,167,722,211.85 75% 75% 73,774,416.04
180 Expressway Co., Ltd. method
Total -- 5,195,188,303.56 5,338,666,958.15 310,390,879.73 5,649,057,837.88 ------6,793,200.00 214,872,035.23
Notes. Notes.1: Refers to the related party relationships and transactions. Notes 2:The proportion of Guangle Company's equity held by the Company decreased from 30% to 9%. Refers to Post-balance-sheet events. Notes 3: The owner's equity of Huaxia Securities Co., Ltd. was negative and it entered liquidation procedure in December 2005. The Company made full provision for impairment in respect of this long-term equity investment of RMB 5.4 million. Notes 4:According to De Wei Ping Gu Zi 2005 No. 88 Appraisal Report issued by Beijing Dewei Appraisal Co., Ltd. As the June 30, 2005, the amount of net assets of Huazheng Asset Management Co., Ltd. in book was RMB 279.132 million and the appraised value was RMB - 2299.5486 million ,On October 14, 2005, Jianyin CITIC Asset Management Co., Ltd. issued the Letter of Soliciting Opinions on Equity Assignment to the Company. Jianyin CITIC Asset Management Co., Ltd. was willing to pay the price of not more than RMB 42 million to acquire 100% equity of Huazheng Asset Management Co., Ltd. and solicited the Company's opinions. The Company replied on December 5, 2005, abandoning the preemptive right under the same conditions. The Company made provision of RMB 1.3932 million for impairment in respect of this long-term equity investm ent of RMB 1.62 million.
181 3. Business income and Business cost
（1）Business income
Unit：RMB
Same period of the Items Report period previous year
Other Business income 36,494,674.54 13,631,478.00
Total 36,494,674.54 13,631,478.00
Business cost 464,213.40 464,213.40
（2）Main business（Industry） Unit：RMB
Amount of current period Amount of previous period Name Business income Business cost Business income Business cost
（3）Main business（Production） Unit ：RMB
Amount of current period Amount of previous period Name Business income Business cost Business income Business cost
（4）Main Business（Area） Unit ：RMB
Name Amount of current period Amount of previous period Business income Business cost Business income Business cost
4. Investment income
（1）Income from investment
Unit：RMB
Items Amount of current period Amount of previous period Long-term equity investment income accounted by cost 73,774,416.04 24,368,180.33 method
Long-term equity investment income accounted by equity 324,180,458.67 307,052,663.28 method
182 Investment income arising from disposal of long-term equity 135,105,720.25 investments
Hold the investment income during from the 13,920,000.00 31,920,000.00 available-for-sale financial assets
The investment income procure from the available-for-sale 3,493,826.63 financial assets
Other 095,071.08
Total 551,469,492.67 363,340,843.61 2. Long-term equity investment incomes confirmed by Cost method include:
Unit：RMB
Same period of the Unit Reason to increase or decrease Report period previous year
Guangdong Fokai Expressway Co., Ltd. 73,774,416.04 24,368,180.33 Increase the cash dividend distribution
Total 73,774,416.04 24,368,180.33 --
3.Long-term equity investment incomes confirmed by equity method include:
Unit：RMB
Same period of Unit the Reason to increase or decrease Report period previous year
Guangdong Maozhan Expressway 11,304,170.25 19,994,385.60 Has been transferred in November this year
The net profit of the company being invested Jingzhu Expressway Guangzhu 61,910,320.78 73,153,308.14 decreased
The net profit of the company being invested Guangdong Jiangzhong Expressway 3,760,008.73 3,125,792.67 increased
The net profit of the company being invested Guanghui Expressway 152,268,994.53 131,824,345.96 increased
Ganzhou Gankang Expressway 8,212,250.63 -2,316,844.65 The company being invested turn losses into gains
The net profit of the company being invested Ganzhou Kangda Expressway 14,826,819.31 9,816,181.40 increased
The net profit of the company being invested Shenzhen Huiyan Expressway 30,890,725.38 35,607,287.64 decreased
183 The net profit of the company being invested Zhaoqing Yuezhao Highway 41,007,169.06 35,848,206.52 increased
Total 324,180,458.67 307,052,663.28 --
Notes
The investment returns produced by the disposal of long-term equity investment of the company this period are the incomes generated by transferring of 20% stake of Guangdong Maozhan Expressway Co., Ltd. The details refer to the related party relationships and transactions.
There is no the significant limit for the investment profits remitted back of the company.
5. Supplement Information of Cash flow statement Unit：RMB
Same period of the previous Supplement Information Report period year
I.Adjusting net profit to net cash flow in operating activities -- --
Net profit 290,588,961.97 131,954,965.29
Fixed assets depreciation,Oil and gas depreciation, Produce matter 2,473,418.84 1,907,546.98 depreciation
Amortization of intangible assets 24,333.33
Amortization of long-term expenses to be amortized 1,520,847.48 126,737.29
The loss from the disposal of fixed assets, intangible assets and other 206,432.52 long-term assets
Financial expenses 202,278,739.45 152,513,100.78
Investment loss -551,469,492.67 -363,340,843.61
Decrease of operating accounts receivable 2,048,150.27 -1,287,322.28
Increase of operating accounts payable 123,581,536.98 87,032,372.72
Net cash flow generated from operating activities 71,252,928.17 8,906,557.17
II.Investment and financing activities not involving cash receipts and -- -- expenditure
III、Net increase of cash and cash equivalent -- --
Balance of cash at the end of the period 782,174,175.59 625,270,216.39
Less: Balance of cash at the beginning of the period 625,270,216.39 701,899,352.28
Net increase of cash and cash equivalent 156,903,959.20 -76,629,135.89
184 (XV). Supplement information
1. Particulars about current non-recurring gains and loss Unit:RMB
Items Amount Notes
Non-current asset disposal gain/loss(including the write-off part -23,918,178.20 for which assets impairment provision is made)
Governmental subsidy included in the current profit and losses(is closely related with the business event, except for the 450,000.00 governmental subsidy that according to the national unity standard quota or the quantitative regal assets)
Gain/loss on non-monetary asset swap 13,323,796.97
Income from the exceeding part between investment cost of the Company paid for obtaining subsidiaries associates and 3,493,826.63 joint-ventures and recognizable net assets fair value attributable to the Company when acquiring the investment.
Operating income and expenses other than the aforesaid items -1,263,509.69
Amount of influence of income tax -36,651,119.93
Amount of influence of minority interests(after tax) -27,488,339.94
Total 56,225,395.58 --
Government subsidies included in current gains and losses should be explained separately √Applicable □ Not applicable
Items Amount Cause
Beijing, Hong Kong and Macao Expressway Guangdong northern tunnel group 150,000.00 tunnel lighting energy service demonstration projects variable information boards projects applies to new energy-efficient solar-powered 150,000.00
Highway bridge space security management and application guide 150,000.00
2. Return on net assets and earnings per share Unit ：RMB
Earnings per share（RMB） Return on net assets . Profit of the report period Weighted（%） Basic earnings per share Diluted gains per share Net profit attributable to the Common stock 3.01% 0.1 0.1 shareholders of Company.
Net profit attributable to the Common stock shareholders of Company after deducting of 1.66% 0.06 0.06 non-recurring gain/loss.
185 3. The anomalies and the explanation of our main financial statements project
(1). The unusual amount or the abnormal changes in the comparative period in the Balance Sheet project
Balance in Percentage Balance in year-end Variable Items year-begin in total Alteration reason Ratio asset
Monetary fund 976,468,685.82 798,485,320.49 7.69% 22.29% The comprehensive impact of recovery of dividends, cash inflow of operation activities, business expenditures and other factors
Prepayments 2,921,945.75 47,164,329.75 0.02% -93.80% The balance of prepayment reduced by the deduction as per the process of project
Dividend 16,648,284.74 53,360,130.21 0.13% -68.80% The balance of receivable dividends reduced by receivable the dividends received beyond the dividends allocated from the announcement of invested units this period
Available for sale 625,778,151.04 732,000,000.00 4.93% -14.51% The change of fair value resulted from the change financial assets of stock price of China Everbright Bank Co., Ltd.
Long term share 3,241,637,484.40 3,014,615,188.63 25.54% 7.53% The increase of long-term equity accounted as per equity investment the equity law caused by the investment of microfinance company, the disposal of equity of Maozhan Expressway Co., Ltd. and the change of profits of sharing company
Fixed assets 7,696,941,214.30 8,219,979,715.32 60.63% -6.36% The comprehensive impact of depreciation recognition of this period, disposal of Jiujiang Bridge due to the toll-free requested by Government, fixed assets transferred after the completion of Fokai Expressway repair project and other factors
Construction-in 8,332,139.39 171,604,290.22 0.07% -95.14% The project in construction reduced by the fixed -process assets transferred after the completion of Fokai Expressway repair project
Intangibles assets 5,326,522.51 45,467,841.10 0.04% -88.29% The intangible assets reduced by the disposal of Jiujiang Bridge due to the toll-free requested by Government
Deferred income 46,472,735.10 0.37% Due to the deferred income tax assets confirmed tax assets by the tax losses of Fokai Company expected to be compensable
Account payable 317,797,859.76 737,647,764.93 2.50% -56.92% The balance of payables reduced by the payment
186 of expansion construction of Fokai Expressway
Tax payable 11,713,374.15 40,999,608.03 0.09% -71.43% The payable income taxes reduced by the decrease of that of Fokai company
Non-current 857,757,334.35 1,317,036,103.54 6.76% -34.87% The comprehensive impact of payment of loan, liabilities due in 1 reclassification of partial payable bonds and the year non-current liabilities due within one year
Long-term loan 4,993,761,250.00 3,366,083,700.00 39.34% 48.36% The comprehensive impact of increase of loan, reclassification of partial long-term borrowings and the non-current liabilities due within one year
Bonds payables 997,000,000.00 1,793,186,155.19 7.85% -44.40% The balance reduced by reclassification of partial payable bonds and the non-current liabilities due within one year
Capital suplus 1,642,975,989.81 1,738,758,715.57 12.94% -5.51% The capital reserve reduced by the decrease of fair value of the financial assets available for sale
(2).The unusual amount or the abnormal changes in the items of the income statement
Change Items Report period Last period Rate Reason Rate
Business income 1,327,506,119.7 1,105,716,815.29 1857.28% 20.06% The comprehensive impact of changes of applicable charge 8 standard and increase of traffic after the completion of expansion construction and services in Fokai Expressway
Business cost 923,303,006.28 649,113,840.96 1291.77% 42.24% The depreciation increased by the completion of expansion construction and the traffic of Fokai Expressway
Financial 429,403,398.05 304,378,211.88 600.77% 41.08% The financial costs risen compared to the same period due to the expenses loan interest for the completed expansion project of Fokai Expressway used as the expense
Asset impairment 154,132.03 -123,759.04 0.22% -224.54% The change of bad debts provision due to the change of aging loss account
Investment 475,597,092.67 338,972,663.28 665.40% 40.31% The increase of investment incomes of the company this period income caused by transferring the equity of Maozhan
Non-operation 17,712,348.11 7,230,559.26 24.78% 144.97% The increase of revenue outside of business caused by the land income use-right invested by Fokai company into Asia Kitchen and Bathroom Mall Co., Ltd. and the evaluation growth of subsidiary buildings
Non-operating 164,225,959.28 35,478,630.69 229.76% 362.89% RMB15,854.63 of relevant assets losses caused by the disposal expenses of Jiujiang Bridge due to the toll-free requested by Government
187 XI. Documents Available for Inspection
1. Accounting statements carried with personal signatures and seals of legal representative, Chief Financial officer and Financial Principal. 2. Original of Auditors‘ Report carried with the seal of Certified Public Accountants as well as personal signatures of certified Public accountants. 3. The texts of all the Company's documents publicly disclosed on the newspapers and periodicals designated by China Securities Regulatory Commission in the report period;
188