广东电力发展股份有限公司 GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD. 2011 年年度报告 ANNUAL REPORT 2011 March 8, 2012 - 1 - Important Notice The Board of Directors , Supervisory Committee ,Directors, Supervisors and Senior Executives of the Company hereby guarantees that 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. Directors including Li Zhuoxian, Zhong Weimin, Zhang Xueqiu absented of meeting of board, Director Li Zhuoxian and Director Zhong Weimin all respectively authorized Director Hong Rongkun，Director Zhang Xueqiu respectively authorized Independent Director Liu Tao to attend the meeting and exercise voting right on their behalf. PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd. Has auditors’ the Company’s financial report and produced a standard unqualified audit report for the Company. Chairman of the Board of Directors, Pan Li, General Manager, Financial Deputy General Manager, Li Xiaoqing and Financial Manager ,Qin Jingdong represent and warrant the financial and accounting report in the annual report is true and complete. - 2 - Contents I. Brief Introduction of the Company II. Highlights of Accounting Data and Business Data III. Particulars about Changes in Share Capital and Shareholders. IV. Directors, Supervisors, Senior Executives and Employees V. Corporate Governance Structure VI. Brief Introduction of Shareholders' General Meeting VII. Report of the Board of Directors VIII. Report of the Supervisory Committee IX. Important Events X. Financial Report Auditor's report issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants Co.,Ltd. and financial statements XI. List of Documents Available for Inspection - 3 - I. Brief Introduction of the Company (I) Statutory Chinese name of the Company：广东电力发展股份有限公司 Statutory English name of the Company: GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD. [Abbreviation of English name: GED] (II) Legal representative of the Company: Mr. Pan Li (III)General manager: Mr. Lin Shizhuang (IV) Secretary to the Board of Directors: Mr. Liu Wei Contact Tel: (020)87570276 E-mail: [email protected] Securities affair representative: Ms.Zhang Shaomin Contact Tel: (020)87570251 Fax: (020)85138084 E-mail: [email protected] Contact address: 26/F, South Tower, Yudean Plaza, No.2 Tianhe Road East, Guangzhou, Zip code:510630 (V) Registered address of Company：23-26/F Yudean Plaza, No.2 Tianhe Road East , Guangzhou,Guangdong Province Business address of Company：23-26/F Yudean Plaza, No.2 Tianhe Road East , Guangzhou,Guangdong Province Zip code:510630 E-mail: [email protected] Website：www.ged.com.cn (VI) Name of newspapers selected by the Company for information disclosure: China Securities Daily, Securities Times and Hong Kong Commercial Daily (overseas newspaper for English version). - 4 - Internet website for publishing the annual report of the Company: http： //www.cninfo.com.cn The place for preparing and placing the annual report of the Company: Offair Dept. of the board of directors of the Company (VII) The exchange for listing the stocks of the Company, stock abbreviation and stock code The exchange for listing the stocks of the Company: Shenzhen Stock Exchange Stock abbreviation: Yue Dian Li A, Yue Dian Li B Stock code: 000539 , 200539 (VIII) Other information 1. The date of first registration of the Company: November 3, 1992 Registered address: 10/F, Baili Commercial Center, Guangfa Garden, 498 Huanshi Road East, Guangzhou 2. Date of change in registration of the Company: June 28, 2005 Registered address after change: 23-26/F, South Tower, Yudean Plaza, No.2 Tianhe Road East, Guangzhou, Guangdong Province 3. Registration No. of Legal Entity Business License: Qi Gu Yue Zong Zi Di No. 003503 4. Tax registration number: Yue Guo Shui Zi 440102617419493 Yue Di Shui Zi 440100617419493 5. Organization Code：61741949-3 6. Certified public accountants of the Company: PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd. Office Address: 11/F, PricewaterhouseCoopers Center, 202 Hubin Road , Shanghai 7. The legal adviser of the Company: Guangdong Xinyang Law Office Office address: Room 1209-1212, Daxin Building, 538 Dezheng Road North, Guangzhou - 5 - II. Highlights of Accounting Data and Business Data (I) Main profit indicators of the report year 1.. Operation performance of the report year Unit: RMB Operation profit 394,403,441.00 Total profit 406,106,142.00 Net profit attributable to shareholders of the listed company 356,321,879.00 Net profit after deducting of non-recurring gain/loss attributable to the 485,190,547.00 shareholders of the listed company Cash flow generated by business operation , net 2,028,885,759.00 2. Items and amount of non-recurring gains and loss Unit：RMB Items and amount of non-recurring Notes（If Amount(2011) Amount (2010) Amount (2009) gains and loss applicable） The loss for disposal of non-current -3,573,165.00 -6,883,957.00 -8,376,144.00 assets Guangdong Yuejia Electric Power Co., Ltd., of which the Company holds Non-recurring gain and loss items -283,359,377.00 58% equity, made 0.00 -227,965,475.00 a provision of RMB 283359377 for assets impairment due to operating loss. Enterprise reorganizing expenses, such as employee placement fee and integration 0.00 -94,279,857.00 0.00 fee Entrusted loans 31,421,117.00 25,585,586.00 22,708,930.00 Governmental Subsidy accounted as current gain/loss, except for those subsidies at with amount or quantity 10,216,923.00 4,726,923.00 3,076,923.00 fixed by the national government and closely related to the Company’s business operation. Single impairment test for impairment of 763,039.00 1,838,934.00 1,188,008.00 - 6 - receivables transferred back to preparation Net gain/loss of current term from consolidation of subsidiaries under 0.00 0.00 186,498.00 common control from beginning of term to the consolidation date Net amount of non-operating income and 120,447.00 -4,638,138.00 -4,899,484.00 expense except the aforesaid items Amount of influence of income tax -2,043,693.00 15,657,606.00 42,241,266.00 Amount of influence of minority interests 117,586,041.00 34,239,278.00 77,885,854.00 Total -128,868,668.00 - -23,753,625.00 -93,953,624.00 3. Notes to the difference between audit of net profit for the report year by domestic and foreign certified public accountants: Unit：RMB Net profit attributable to shareholders of Owners’ Equity attributable to shareholders listed company of listed company Amount in the report Amount in Amount in last period Amount in period-end period period-begin IAS 348,915,879.00 758,632,461.00 10,305,406,366.00 10,271,943,201.00 CAS 356,321,879.00 765,806,461.00 10,206,623,366.00 10,165,754,201.00 Sub-items and total adjusted based on IAS Deferred housing reform loss -7,472,000.00 -7,472,000.00 8,444,000.00 15,916,000.00 amortization Land use right 0.00 0.00 64,623,000.00 64,623,000.00 amortization The difference arising from recognition of goodwill after merger -630,000.00 -630,000.00 22,010,000.00 22,640,000.00 of enterprises under the same control Difference arising from recognition of 696,000.00 928,000.00 3,706,000.00 3,010,000.00 land use value after enterprise merger Influence on minority -7,406,000.00 -7,174,000.00 98,783,000.00 106,189,000.00 interests 1. Land use right amortization Total amount of The difference formed by different period of land use right amortization. differences betweend 2.The difference arising from recognition of goodwill after merger of enterprises under the CAS and IAS same control and recognition of land value after enterprise merger. As required by new Chinese accounting standards, the goodwill formed by the merger of - 7 - enterprises under the same control shall not be recognized and capital surplus shall be adjusted. Under IFRS, the golldwill formed by the merger of enterprises under the same control shall be recognized and equal to the difference between merger cost and share of fair value of recognizable net assets of the purchased party obtained in merger. Meanwhile, all assets of the purchased party obtained in merger shall be accounted for according to their fair value while such assets shall be accounted for according to their book value according to original Chinese accounting standards for business enterprises. Therefore, this difference will continue to exist. 3. Influence on minority interests Housing reform loss occurred to the Company and some holding subsidiaries. Therefore, there’s some influence on minority interests. (II) Highlights of accounting data and financial indicators in the latest three years 1. Main Accounting data: Unit：RMB 2011 2010 Changed over last year（％） 2009 Total income operating 14,620,140,721.00 12,642,208,069.00 15.65% 12,234,717,490.00 Operating profit 394,403,441.00 1,168,796,316.00 -66.26% 1,671,533,492.00 Total profit 406,106,142.00 1,169,096,199.00 -65.26% 1,661,334,787.00 Net profit attributable to the shareholders of the 356,321,879.00 765,806,461.00 -53.47% 1,165,352,428.00 listed company Net profit after deducting of non-recurring gain/loss attributable to the 485,190,547.00 789,560,086.00 -38.55% 1,259,306,052.00 shareholders of listed company Cash flow generated by 2,028,885,759.00 635,497,704.00 219.26% 5,692,012,223.00 business operation, net End of 2010 Changed over last year（％） End of 2011 After End of 2009 Before adjustment After adjustment adjustment Gross assets 39,480,195,392.00 35,046,543,051.00 34,596,318,255.00 12.65% 30,163,552,152.00 Gross Liabilities 26,228,692,492.00 21,962,166,175.00 21,511,941,379.00 19.43% 18,108,732,485.00 Shareholders’ equity attributable to 10,206,623,366.00 10,165,754,201.00 0.40% 9,271,838,984.00 shareholders of the listed company Capital stock 2,797,451,138.00 2,797,451,138.00 0.00% 2,659,404,000.00 Notes：To accurately implement the country’s accounting audit policy, the Board of Directors agrees the company to adjust the pending deduct VAT taxes into the presentation of “the balance sheet——assets class——other current assets” by the ways of input subject presentation of “the balance sheet——liability and shareholders’ equity class——the payable taxes” since December 31, 2011.