Zhejiang Southeast Electric Power Company Limited 900949
Total Page：16
File Type：pdf, Size：1020Kb
Zhejiang Southeast Electric Power Company Limited 900949 Annual Report 2010 Contents Section I. Important Notice 1 Section II. About the Company 1 Section III. Main Accounting Figures and Business Data 3 Section IV. Changes in Share Capital and Shareholders 5 Section V. Directors, Supervisors and Senior Management 9 Section VI. Corporate Governance Structure 15 Section VII. Shareholders’ General Meetings 20 Section VIII. Report of Board of Directors 21 Section XI. Financial Report 47 Section XII. Documents Available for Inspection 207 Section I. Important Notice 1. The Board of Directors, the Supervisory Committee, the directors, the supervisors and the senior management of Zhejiang Southeast Electric Power Company Limited (the Company) confirm that there is no false representation, misleading statement or material omission in this report, and that they jointly and severally accept full responsibility for the authenticity, accuracy and completeness of the information contained herein. 2. All the directors of the Company attended the meeting. 3. Zhejiang Pan-China Oriental Certified Public Accountants and PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd produced the Auditor’s Reports in their standard forms with no reservations. 4. Board Chairman of the Company Mao Jianhong, General Manager Shou Desheng, Chief Accountant Hu Senjian and Manager of Finance Department Yang Xiaodong state with assurance that the financial statements contained herein are true and complete. 5. There are no cases of occupation of non-operating capital by the controlling shareholders and related parties of the Company. 6. There are no cases of providing guarantees for other companies in contravention of the prescribed decision procedure in the Company. Section II. About the Company 1. Particulars of the Company Registered Name in Chinese 浙江东南发电股份有限公司 Registered Abbreviation of the Chinese Name 东南发电 Zhejiang Southeast Electric Power Company Registered Name in English Limited Registered Abbreviation of the English Name ZSEPC Legal Representative Mao Jianhong 2. Person for Contact Secretary to Board of Directors Name Zhu Weiming 1 Floor 8-10, Zheneng Tower, 152 Tianmushan Road, Contact Address Hangzhou, China Telephone Number 86-571-85774566 Fax Number 86-571-85774321 E-mail Address [email protected] 3. Basic Information about the Company Floor 22-23, Biao Li Tower, 528 Yanan Road, Registered Address Hangzhou, Zhejiang Province, P.R. China Postal Code of Registered Address 310006 Floor 8-10, Zheneng Tower, 152 Tianmushan Road, Office Address Hangzhou, China Postal Code of Office Address 310007 Website http://www.zsepc.com/ E-mail Address [email protected] 4. Information Disclosure China Securities Journal, Shanghai Securities News, Designated Press for Information Release South China Morning Post (Hong Kong), Wen Wei Po (Hong Kong) Website for Publication of Annual Reports as designated by the China Securities Regulatory http://www.sse.com.cn/ Commission The domicile of the Company, Herbert Smith Hong Venues for Perusal of Annual Report Kong Office and London Office 5. About Shares of The Company About Shares of The Company Share Name Listing Place of Share Name Type of Share Code of Share Abbreviation Shares Abbreviation Before Change Shanghai Stock B Share ZSEPC B 900949 - Exchange Global Depository London Stock ZHEJIANG GDR S 0949QLT - Receipt (GDR) Exchange 6. Other Related Information Initial Registration Date 15 May 1997 Fengqi Building, 451 Fengqi Road, Hangzhou, Initially Registered Address China Initial Alteration Date of Re-registration 8 July 2002 Re-registered Address Floor 22-23, Biao Li Tower, 528 Yanan Road 2 Registration No. of Legal Person Qi Gu Zhe Zong Zi No.002189 Business License State (Local) Tax Registration No. Taxation Registration Number 330000142943450 Code of Organization 14294345-0 Name of Domestic Accountant Appointed by the Zhejiang Pan-China Oriental Certified Public Company Accountants Name of International Accountant Appointed by the PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd Company: Address of Domestic Accountant Appointed by the Yaojiang Jinding Plaza, 128 Xixi Road, Hangzhou, Company China Address of International Accountant Appointed by PricewaterhouseCoopers Center, 202 Hu Bin Road, the Company: Shanghai, China Section III. Main Accounting Figures and Business Data 1. Main Accounting Figures Unit: RMB yuan Item Amount Operating Profit 621,453,189.67 Total Profit 614,775,726.39 Net Profit Belonging to Shareholders of the Company 531,131,527.29 Net Profit Belonging to Shareholders of the Company After 524,168,315.85 Deducting Non-recurring Gains and Losses Net Cash Flow Generated from Operating Activities 1,084,521,026.82 2. Reconciliation between Net Profit/Net Assets in Financial Statements By Chinese and International Accounting Standards: Unit: RMB’000 yuan Net Profit Net Asset Current Prior Ending Beginning Amount Amount Amount Amount Based on the Chinese accounting standards 543,354 545,650 9,531,357 9,907,549 Adjustment based on the international accounting standards Amortization of deferred government subsidy 5,814 5,814 Deferred income tax liability 9,159 10,699 Deferred government subsidy recognized prior -40,871 -46,685 to 1 January 2007 not yet fully amortized Others -1,140 -1,141 2,500 2,100 3 Based on the international accounting standards 548,028 550,323 9,502,145 9,873,663 3. Items and Amounts of Non-recurring Gains and Losses Unit: RMB yuan Items of Non-recurring Gains and Losses Amount Note Gains and losses from disposal of non-current assets 571,403.52 Government subsidies recorded as current gains and losses (except those in close connection with the Company’s 5,666,820.93 normal operations continuously provided in accordance with the government policy and standards) Capital use fee collected from non-financial enterprises 1,950,143.93 recorded as current gains and losses Other non-operating income and expenses than the above -423,319.06 Subtotal 7,765,049.32 Less: Impact of corporate income tax (with decrease in 1,990,461.39 [Note] income tax denoted by “-”) Impact of minority shareholders’ shares (after tax) -1,188,623.51 Total 6,963,211.44 [Note]: As the donation expenditure of RMB 160,000.00 yuan and the penalty expenditure of RMB 36,796.21 yuan cannot be stated as expenditure before tax, the impact of corporate income tax is as follows: (7,765,049.32+160,000.00+36,796.21)×25%=1,990,461.39 (yuan) 4. Main Accounting Figures and Financial Indicators in Past Three Years Unit: RMB yuan Increase/decrease in Main Accounting Figures Year 2010 Year 2009 current year as against Year 2008 prior year (%) Operating income 7,780,814,338.27 7,484,541,758.83 3.96 7,170,397,363.54 Total profit 614,775,726.39 637,672,196.17 -3.59 -175,819,126.23 Net profit belonging to 531,131,527.29 485,204,559.20 9.47 27,046,056.67 shareholders of the Company Net profit belonging to shareholders of the Company 524,168,315.85 497,179,282.58 5.43 -429,148,393.00 after deducting non-recurring gains and losses Net cash flow per share generated 1,084,521,026.82 2,161,253,051.65 -49.82 164,525,801.72 from operating activities Increase/decrease at current year end as At End of 2010 At End of 2009 At End of 2008 against prior year end (%) Total assets 15,165,703,347.68 16,430,629,347.62 -7.70 15,637,758,966.04 Owner’s equity (or shareholders’ 9,116,747,831.60 9,508,311,850.94 -4.12 7,463,832,556.96 equity) 4 Increase/decrease in Main Financial Indicators Year 2010 Year 2009 current year as against Year 2008 prior year (%) Basic Earnings per share 0.2642 0.2414 9.44 0.0135 (yuan/share) Diluted earnings per share 0.2642 0.2414 9.44 0.0135 (yuan/share) Basic Earnings per share after deducting non-recurring gains and 0.2608 0.2474 5.42 -0.2135 losses (yuan/share) Weighted average yield on net 5.6425 5.7177 Decreased by 0.0752% 0.2873 assets (%) Weighted average yield on net assets after deducting 5.5685 5.8588 Decreased by 0.2903% -4.5589 non-recurring gains and losses (%) Net cash flow generated from operating activities per share 0.5396 1.0753 -49.82 0.0819 (yuan/share) Increase/decrease at current year end as At End of 2010 At End of 2009 At End of 2008 against prior year end (%) Net asset value per share belonging to shareholders of the 4.5357 4.7305 -4.12 3.7133 Company (yuan/share) 5. Items Measured by Fair Value Unit: RMB yuan Change in Current Impact on Item Beginning Amount Ending Amount Period Current Profit Available-for-sale financial assts 3,806,841,809.50 3,448,404,024.76 -358,437,784.74 0.00 Total 3,806,841,809.50 3,448,404,024.76 -358,437,784.74 0.00 Section IV. Changes in Share Capital and Shareholders 1. Changes in Share Capital There was no change in total number of shares and the share capital structure of the Company in the current reporting period. 2. Issuance and Listing of Shares (1) Issuance of shares in past three years No issuance of shares had been conducted in the past three years up to the end of the current reporting period. 5 (2) Changes in total number of shares and share structure There was no change in the total number of shares or the share structure of the Company due to bonus shares or allotment of shares during the current reporting period. (3) Internal employee shares The Company has no internal employee share as at the end of the current period. 3. Profile of Shareholders and De facto Controllers (1) Number of Shareholders and Shareholding Unit: Share Total Number of Shareholders at End of This Reporting Period 85,269 Shareholding of Top 10 Shareholders Ownership Percentage of Total Number of Increase/ Number of Number of Shares Name of Shareholder Structure of Shareholding Shares Held Decease in Non-listed Shares in Pledge or shareholders Current Period Held Freeze Zhejiang Provincial Electric State-owned Nil 39.80 799,963,200.00 0.00 799,963,200.00 Power Development Co.