Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Guangdong Provincial Expressway Development Co., Ltd.
2016 Annual Report
March 2017
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
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 , 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.
Mr.Zhen Renfa, The Company leader, Mr. Wang Chunhua, General Manager, Mr. Fang Zhi, Chief financial
officer and the Ms.Zhou Fang, 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.
All the directors attended the board meeting for reviewing the Annual Report.
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.
The profit distribution proposal reviewed and approved by the boarding meeting was summarized as follows:
2,090,806,126 for the base, the Company would distribute cash dividend to all the shareholders at the rate of
CNY3.36 for every 10 shares (with tax inclusive) , 0 bonus shares （ including tax ） and no reserve would be
converted into share capital.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Table of Contents
I.Important Notice, Table of contents and Definitions
II. Basic Information of the Company and Financial index
III. Outline of Company Business
IV. Management’s Discussion and Analysis
V. Important Events
VI. Change of share capital and shareholding of Principal Shareholders
VII. Situation of the Preferred Shares
VIII. Information about Directors, Supervisors and Senior Executives
IX. Administrative structure
X. Corporate Bond
XI. Financial Report
XII. Documents available for inspection
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Definition
Terms to be defined Refers to Definition
Report Period/This Annual Year Refers to For the 12 months ended December 31, 2016
28 March 2017, The date that the Company’s 2016 annual report
Report Date Refers to
approved by the Board of Directors.
on year-on-year basis Refers to Compared with the same period in 2015
The Company /This Company Refers to Guangdong Provincial Expressway Development Co.,Ltd.
Province Expressway Refers to Guangdong Province Expressway Co., Ltd.
Construction Company Refers to Guangdong Highway Construction Co., Ltd.
Fosun Group Refers to Shanghai Fosun High-tech(Group)Co., Ltd.
Poly Real Estate Refers to Poly Real Estate (Group )Co., Ltd.
Yadong Fuxing Yalian Refers to Yadong Fuxing Yalian Investment Co., Ltd.
Tibet Yingyue Refers to Tibet Yingyue Investment Management Co., Ltd.
Guangfa Securities Refers to Guangfa Secutities Co., Ltd.
Technology Company Refers to Guangdong Expressway Technology Investment Co., Ltd
Fokai Company Refers to Guangdong Fokai Expressway Co., Ltd.
Guangfo Company Refers to Guangdong Guangfo Expressway Co., Ltd.
Guangzhu Traffic Refers to Guangzhou Guangzhu Traffic Investment Management Co., Ltd.
Guangzhu East Company Refers to Jingzhu Expressway Guangzhu Section Co., Ltd.
Huiyan Expressway Refers to Shenzhen Huiyan Expressway Co., Ltd.
Guangdong Fokai Expressway Co., Ltd. for construction of the
Fokai Expressway South Section Extension
Refers to extension project of Sanbao-Shuikou Section in Shenyang-Haikou
Project
National Expressway
Changshen Expressway For construction of the extension project of
Huiyan Expressway Extension Project Refers to
Huiyan Shenzhen Section
Guangdong Provincial Expressway Development Co.,Ltd. issues
Major assets restructuring Refers to shares and uses cash to purchase assets and raise counterpart funds and
Related transaction
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
II. Basic Information of the Company and Financial index
1．Company Information
Stock abbreviation: Guangdong Expressway A,B Stock code： 000429、200429
Stock exchange for listing Shenzhen Stock Exchange
Name in Chinese 广东省高速公路发展股份有限公司
Chinese Abbreviation 粤高速
English name (If any) Guangdong Provincial Expressway Development Co.Ltd.
English Abbreviation (If any) GPED
Legal Representative Zheng Renfa
Registered address 85 Baiyun Road, Guangzhou, Guangdong Province
Postal code of the Registered
Address
Office Address 45-46/F, Litong Plaza, No.32, Zhujiang East Road, Zhujiang New City, Tihe Disrtict , Guangzhou
Postal code of the office
address
Internet Web Site www.gpedcl.com
E-mail ygs@gdcg.com
2. Contact person and contact manner
Board secretary Securities affairs Representative
Name Liu Xiaomei Liang Jirong
46/F, Litong Plaza, No.32, Zhujiang East 45/F, Litong Plaza, No.32, Zhujiang East
Contact address Road, Zhujiang New City, Tihe Disrtict , Road, Zhujiang New City, Tihe Disrtict ,
Guangzhou Guangzhou
Tel 020-29004619 020-29004523
Fax 020-38787002 020-38787002
E-mail 53537552@qq.com 139221590@qq.com
3. Information disclosure and placed
Newspapers selected by the Company for information Securities Times, China Securities, Shanghai Securities Daily and
disclosure Hongkong Commercial Daily.
Internet website designated by CSRC for publishing
www.cninfo.com.cn
the Annual report of the Company
The place where the Annual report is prepared and
Securities affair Dept of the Company
placed
4.Changes in Registration
Organization Code 91440000190352102M
Changes in principal business activities
No change
since listing (if any)
Changes is the controlling shareholder in On November 2000, In accordance with Cai Guan Zi (2008) No. 109 Document of
the past (is any) Ministry of Finance and Yue Ban Han (2000) No. 574 Document of General Office of
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Guangdong People's Government, the state-owned shares of Guangdong Expressway
originally entrusted to Guangdong Expressway Company (now renamed as
\"Guangdong Provincial Expressway Co., Ltd.\") for 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.
5. Other Relevant Information
CPAs engaged
Name of the CPAs Guangdong Zhengzhong Zhujiang Certified Public Accountants Co., Ltd.
Office address： 10/F,Yuehai Group Building, No.555 Dongfeng East Road, Guangzhou
Names of the Certified Public Feng Kuncong, Xu Jihong
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
Advisor Name Office address Representatives Period of supervision and guide
North Unit, No.8 Zhuoyue
TimeS Square(II) , 3 Road July 8,2016 to December
CITIC Securities Co., Ltd. Duan Yining, Cai Yong
Central,Futian District, 31,2017
Shenzhen
6.Summary of Accounting data and Financial index
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 year（％）
2016
After
Before adjustment After adjustment
adjustment
Operating income（RMB） 2,825,049,808.36 1,545,498,589.11 2,657,616,508.59 6.30% 1,455,054,983.70
Net profit attributable to
the shareholders of the 1,001,205,945.39 469,386,906.79 696,100,201.88 43.83% 318,754,807.85
listed company（RMB）
Net profit after deducting
of non-recurring gain/loss
attributable to the 846,981,077.52 442,162,503.47 449,814,058.26 88.30% 307,337,119.08
shareholders of listed
company（RMB）
Cash flow generated by
1,924,259,958.28 996,993,291.19 1,705,886,449.05 12.80% 967,241,746.79
business operation, net
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Changed over
last year（％）
2016
After
Before adjustment After adjustment
adjustment
（RMB）
Basic earning per
0.52 0.37 0.40 30.00% 0.25
share(RMB/Share)
Diluted gains per
share(RMB/Share)(RMB/ 0.52 0.37 0.40 30.00% 0.25
Share)
Weighted average
14.18% 9.22% 12.38% 1.80% 6.90%
ROE(%)
Changed over
End of 2015
last year（％）
End of 2016 End of 2014
After
Before adjustment After adjustment
adjustment
Gross assets（RMB） 16,072,445,216.59 12,107,767,967.86 15,126,912,516.70 6.25% 12,513,505,946.42
Net assets attributable to
shareholders of the listed 8,289,020,301.39 5,209,289,822.59 5,855,404,300.43 41.56% 5,016,176,476.09
company（RMB）
Note 1, on the table over the same period last year (before adjusting) performance for the company
implementation of a major reorganization of assets before 2015 semi annual report to disclose data; over the same
period last year (adjusted) data of the Department of the company a major reorganization of assets, according to
enterprises under the same control combined with related standards on the same period last year financial data
retrospective restatement data.
Note 2, the company during the reporting period, the implementation of the issuance of shares to buy assets of
matters, over the same period last year (before adjusting) basic earnings per share to total share capital
1,257,117,748 shares is estimated; over the same period last year (adjusted) basic earnings per share to the
company non public offering of shares weighted average equity 1,723,442,768 estimates; newspaper report that
the basic earnings per share of the company non - public offering of shares weighted average equity
1,909,904,052 estimates.
7.The differences between domestic and international accounting standards
1．Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed
in the financial reports of differences in net income and net assets.
□ Applicable□√ Not applicable
Nil
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese
accounting standards.
□ Applicable √Not applicable
Nil
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
8.Main Financial Index by Quarters
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 384,703,107.66 948,789,072.11 741,459,581.99 750,098,046.60
Net profit attributable to the
127,187,345.72 378,711,798.57 291,476,074.93 203,830,726.17
shareholders of the listed company
Net profit after deducting of
non-recurring gain/loss attributable
126,779,718.66 230,101,996.18 290,837,468.16 199,261,894.52
to the shareholders of listed
company
Net Cash flow generated by
274,943,372.62 657,939,456.76 543,312,787.30 448,064,341.60
business operation
Notes ： Due to the major asset restructuring of the company in 2016 leading to the merger under the common
control, with the base date of the merger was May 31, 2016, therefore the first quarter of the data disclosed is the
data before the major asset restructuring.
Whether significant variances exist between the above financial index or the index with its sum and the financial
index of the quarterly report as well as semi-annual report index disclosed by the Company.
□ Yes √No
9.Items and amount of non-current gains and losses
√Applicable □Not applicable
In RMB
Items Amount (2016) Amount (2015) Amount (2014) Notes
The net profit or loss
Non-current asset disposal
of the surrounding
gain/loss(including the write-off part for 8,644,766.55 21,188,094.05 149,097.85
land of Guangzhu
which assets impairment provision is made)
Dong
Govemment subsidies recognized in
Stable post subsidies,
currentgain and loss(excluding those closely
704,645.87 480,000.00 150,000.00 special funds for
related to the Company’s business and
energy saving
granted under the state’s policies)
Current net gains and
losses increased from
Guangzhu Traffic 1-5
Current net gains and losses occurred from months of 2016 by
period-begin to combination day by subsidiaries resulting
102,025,476.76 219,061,740.30
subsidiaries resulting from business from business
combination under common control combination under
common control,due
to major assets
restructure in 2016.
Single impairment test for impairment of
8,652,012.00
receivables transferredback to preparation
Operating income and expenses other than The received
62,762,574.05 24,879,481.73 -838,802.06
the aforesaid items compensation for
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Jiujiang Bridge was
increased by RMB
60,770,000.00.
Other non-business income and expenditures
854,210.29 2,991,262.39
other than the above
Less:Amount of influence of income tax 17,954,525.92 11,529,933.00 -179,496.34
Amount of influence of minority
1,958,069.44 8,647,449.75 -134,622.25
interests(after tax)
Total 154,224,867.87 246,286,143.62 11,417,688.77 --
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies 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
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
III. Outline of Company Business
I. Main Business the Company is Engaged in During the Report Period
Whether the company needs to comply with the disclosure requirements of the particular industry
No
The company belongs to the infrastructure industry, and the company's main business is the toll of expressway,
bridge investment, construction, and fees charge and maintenance management. Moreover, the company is one of
the main organizations in developing expressway and super-larger bridge in Guangdong provincial expressway
system.
The Company is mainly engaged in tolling and maintenance of Guangfo Expressway, Fokai Expressway and
Jingzhu Expressway Guangzhu Section investment in technological industries and provision of relevant
consultation while investing in Shenzhen Huiyan Expressway Co., Ltd., Guangzhou Guanghui Expressway Co.,
Ltd.,Guangdong Jiangzhong Expressway Co., Ltd., Zhaoqing Yuezhao Expressway Co., Ltd.,Ganzhou Kangda Ex
pressway , Ganzhou Gankang Expressway Co., Ltd.,Guangdong Yueke Technology Micro Loan Co., Ltd.and
Guangdong Guangle Expressway Co.,Ltd.. The company implemented a major asset restructuring in the year.
After the major asset restructuring, the company holds 75% stake of Guangzhudong Company (direct and indirect
holding) increased from the previous 20% stake, while holds 100% stake of Fokai Company increased from the
previous 75% stake. For details, please see the other 5 important related transactions of the sixteen important
related transactions of the important matters in the fifth section. As of the end of the reporting period, the
company’s share-controlled expressway is 158.12 km, and the share-participation expressway is 684.20 km, and
according to the equity ratio, after the conversion calculation, the total mileage is 273.05 km.
II. Major Changes in Main Assets
1.Major Changes in Main Assets
Main assets Major changes
Mainly for the comprehensive influence of the increase in the joining company’s
Equity assets
dividend distribution and investment income.
The depreciation of Guangfo Company, Fokai Company and Jingzhu Expressway at the
Fixed assets
current period.
Intangible assets No significant changes.
The current increase in Fokai Expressway Sanbao to Shuikou section of the expansion
Construction in process
project
Available for sale financial assets The company held Everbright Bank shares at the end of the fair value decreased
Account receivable The main reason for the decrease is the timely settlement of the network charging center
The increase is the combined effect of operating activities, investment activities and
Monetary funds
financing activities on monetary funds
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
2. Main Conditions of Overseas Assets
□ Applicable √Not applicable
III. Analysis On core Competitiveness
Whether or not the Company complies with disclosure requirement of the special industry
No
The toll revenue of expressway industry mainly depends on the regional economic development. The
regional economy is the critical factor that influences the traffic volume. On the one hand, Guangdong's economic
growth performance is better than the national.Guangdong has good industrial upgrading momentum and business
performance, private investment is relatively active. On the other hand, the Guangfo expressway and the Fokai
expressway, controlled by the company, are part of the National Expressway Network Planning-“Five vertical and
seven horizontal”, The share-controlled Beijing-Zhuhai Guangzhu Section Expressway is a fast and convenient
expressway.and many of the company’s equity-participation expressways that are part of the main skeleton of the
Guangdong Provincial Expressway Planning-“Ten vertical and five horizontal”. Meanwhile the strong demand of
the regional economy and the favorable geographical location provide a strong guarantee for the steady growth of
the Company's participating expressway traffic volume.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
IV. Management’s Discussion and Analysis
I. General
In 2016，The board of directors of the Company actively implemented all resolutions of shareholders’ general
meeting, duly performed its duties，Operated the company management team，In the beginning year of the \"13th
Five-Year plan\", the leaders and management of the company focused on the overall strategy of “stronger and
better”, adhered to the main business of expressway, actively sought for diversified development, stuck to reform
and innovation and deeply promoted the transformation and development of enterprises, thus fully achieved every
task goal of the year.
1. In 2016, the company completed the development of the target. 2016 to achieve operating income of 2.825
billion yuan to complete the target value of 2.738 billion yuan by 103.18%; to achieve operating costs of 1.281
billion yuan to complete the target value of 1.277 billion yuan by 100.31%; to achieve investment income of 442
million yuan to complete the target value of 360 million yuan by122.78%.
2.Perfecting the self-construction of the board of directors and continuously strengthening the, corporate
governance.The board of directors totally convened and organized 4 general shareholder meetings which all
adopted a combination of on-site and online voting method to convene, so that adequately protected
the-right-to-know and voting rights of the shareholders particularly for minority shareholders, therefore the rights
and interests of investors were protected.
3.Continually enhancing the construction of internal control system
In 2016, the company’s board of directors conscientiously performed the guidance, evaluation and management so
forth responsibilities and continually enhanced the construction of internal control system and continually
engaged the external audit agency for the company’s annual internal-control audit. As to the reasonable
suggestions provided by the external audit agency on internal control system, daily operations and managements,
finance and bushiness, the company’s board of directors had organized relevant departments and related
companies for seriously rectifying and improving to ensure the relevant risks were effectively controlled.
4.Successful completion of information disclosure work of year 2016 by the company.
In 2016, according to the relevant regulations and requirements of information disclosure stipulated by CSRC
and Shenzhen Stock Exchange, the board of directors further enhanced the garnering, feedback, filing and
reviewing of the material information and disclosed the information timely in accordance with relevant
provisions, ensuring the truthfulness, accuracy and completeness of the contents of the information disclosed.
There were aggregately 4 annual reports and 107 provisional reports issued in the name of the board of directors
in year 2016 and all the reports were in line with the requirements by Shenzhen Stock Exchange.
5.Continually strengthening the management of investor relations
Through the face-to-face communication with the institutional investors, the online investor-relations interactive
platform and the contact hotline for investor and so on, the board of directors communicated and exchanged with
the investors with in line with regulations and laws. The company’s inside director, who is on behalf of the board
of directors, totally participated in 11 online reception day activities for investors in the whole year and totally
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
answered nearly 100 questions; The company totally received the institutional investors in 5 times, 3 times of
telephone survey by institutional investors and participated in institutional reverse roadshow in once. By various
forms of investor exchanges, it made the investors can timely and accurately get to know the company's relevant
information, resulting in good communication effect with investors.
6.. The major asset restructuring was successfully completed.
The company worked closely together and implemented the major asset restructuring with full strength. In
February 5, 2016, the company received the formal approval from CSRC for the company’s major asset
restructuring program, and finally successfully implemented the asset transaction, raising matching funds,
payment and receiving for the transaction amounts, the listing of the new shares of the issuance and so on
procedures.
After the completion of the major asset restructuring, the company's main business has been further enhanced,
the total share capital increased from 1.257 billion shares to 2.091 billion shares, as well as the financial indicators
have increased substantially and the overall size of the enterprise and the ability of development entered into a
new level. The major asset restructuring introduced three strategic investors which are Fosun Group, Poly Real
estate and GF Securities, making the company’s equity structure more reasonable. By tapping into the advantages
of strategic investors in their respective areas, it would be helpful in the company’s diversified development and
explorations and the acceleration of the company’s business transformation.
7. The expansion phase and toll-period verifying of Guangfo expressway completed successfully.
The company continued to promote the work of expansion and toll-period verifying of Guangfo expressway.
In June 3, 2016, Guangdong provincial government had officially approved that the operating period of Foshan
expansion project will last to December 7, 2021, which effectively protected the interests of investors and would
play a positive role for the long-term development of the company.
8. Diversified development had progressed, and participate in Guoyuan Securities private placement.
In August 2016, the shareholders' general meeting approved the company’s investment of RMB 0.8 billon to
participate in the private placement of Guoyuan Securities. The investment would be implemented after CSRC
approved the Guoyuan Securities’ private placement plan. After the implementation, besides the company’s
investment of small loan companies and bank equity, the company also has the financial investment of securities
companies such as Guoyuan Securities.
9. Deepening the pace of enterprise reform
(1)Actively carried out the revision and perfection work for the company's strategic planning. Proposed the
company's overall positioning, guiding ideology and development goals for the \"13th Five-Year\" period and set up
of construction of “1+4” pattern of industrial development which is the main business of expressway +
development of resources along the line, intelligent transportation, finance and financial investment and
investment(Energy saving and environmental protection, health etc.) and set up the corresponding safeguarding
measures.
(2)Soundly carried out the research of equity investment fund. In order to give a full play to the platform function
of state-owned listed company, the company innovated the way of investment management, carried out the special
research on the establishment of equity investment funds and completed the relevant feasibility study report and
achieved substantial phase-results.
10. Actively build \"Internet + traffic\" platform. April 2016 has been officially launched \"blue channel\" project
development. At present, the project has been completed the overall structure design, cloud deployment plan, test
environment construction, project and expert review, and trademark registration applications and some intellectual
property protection applications; Guangfo, Fokai toll station 8 MTC lane to implement a full set of software,
Hardware upgrades, the \"blue channel\" project system full-featured test.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
11. Continuously deepening operations management
(1)The operations management was standardized and orderly and took many measures to ensure the completion of
the smooth transportation flow, safety and revenue targets, also working hard in enhancing the quality of operation
and management.
(2)Striking toll-escaping to increase revenue had obtained obvious effect. Unified implementation of special
inspection for toll-escaping behaviors in the certain expressway section particularly for illegally changing the
vehicle type on e-tag; finishing the HD system transformation for anti toll-escaping in charging spots on schedule
and timely enabling the blacklist intercept function; carried out many times of special inspection meeting and
increased the efforts to strike the toll-escaping.
(3)Maintenance management was professional and standardized. Scientific and reasonable arrangements for the
annual maintenance plan, strengthened safety awareness and comprehensively checked and examined the bridge
safety hazards, timely organized the emergency reinforcement project of bridge and ensured the overall safety and
good operating conditions for the expressways.
12. The preliminary work of the reform and expansion project progressed smoothly.
The southern section of Fokai Expressway Extension Project obtained the approval by the National Development
and Reform Commission in August 30, 2016. Made continuous coordination for the preliminary work of the
project and performed supervision and management and other statutory duties; Hui Yan expressway expansion
project has been listed as the important construction project of 2016- Guangdong province and Shenzhen City’s
Project Program, actively followed up the project’s revision work, participated in the special discussion of the
project organized by Hui Yan Company and continuously guided and followed up the preliminary work of the
reform and expansion project of Hui Yan expressway.
13. Remarkable achievements in management innovation
(1)Implementation of debt optimization and reducing financing costs. Optimized the structure and mode of
deposits, actively carried out intelligent deposit business and improved the fund use efficiency.
(2)Strengthening budget management and tapping into the financial supervision function. Actively tapped into the
effect of comprehensive budget management and achieved full-coverage and full participation. Timely formulated
the interim measures for the company's comprehensive budget management and further perfected the
comprehensive budget management system. Actively responded and enhanced the guidance and supervisions to
achieve steady transition of “replacing business tax with value-added tax”, thus avoiding the tax risks.
(3)Continuously strengthened internal audit to guard against business risks. Gave full play to the role of internal
audit and the \"immune system\" function of internal control evaluation, completed 4 financial audits in the year,
proposed 23 audit recommendations; carried out two internal control evaluations for the company headquarters
and subordinate enterprises and not found any material deficiencies or significant deficiencies.
(4)Strengthened the legal review of the major decisions, contracts, rules and regulations, ensuring the
decision-making and business operation conforming to the law, and completed 27 documents of legal opinion for
important decisions. Carried out the special inspection for legal risks and timely made countermeasures to the
legal risks found during the inspection.
II. Main business analysis
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
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
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 Increase Toll income in 2016 Increase/Decrease(%)
traffic in 2016 /Decrease(%) （RMB’0000）
vehicles)
Guangfo Expressway 5,764.54 14.67% 39,314.49 10.10%
Fokai Expressway 5,338.58 14.74% 118,019.03 3.44%
Jingzhu Expressway 6,987.13 10.64% 115,904.07 6.99%
Guangzhu Section
Huiyan Expressway 3,589.89 15.06% 22,164.35 9.22%
Guangzhao Expressway 3,212.71 12.60% 59,409.95 12.58%
Guanghui Expressway 4,944.08 14.47% 170,833.63 0.06%
Jiangzhong Expressway 4,677.90 10.98% 41,306.33 6.10%
Kangda Expressway 282.61 6.99% 24,848.29 6.08%
Gangkang Expressway 266.29 1.86% 15,240.41 -9.28%
Guangle Expressway 1,742.90 16.02% 282,078.66 17.00%
Ps: As the May 1, 2016 began to implement the business tax to change the value-added tax, so the participating sections of May
-December 2016 toll income is tax-free income.
All share-participation and share-controlled expressways operate normally. As the expansion project of
southern section of Fokai expressway just started, it yet has no impact to the toll revenue. There are no large
construction projects for other expressways.
The overall situation: Except Gan Kang expressway, the tolls of the other expressways all showed various
extent of growth compared to 2015. Guang Le Expressway, Guang Zhao Expressway and Guangfo Expressway all
have the year-on-year growth more than 10%; the year-on-year growth rate of Hui Yan
Expressway ,Guangzhudong Expressway, Jiangzhong Expressway and Kangda Expressway are all between
5%-10%; the growth rate of . Fokai Expressway and Guanghui Expressway is under 5%; while the growth rate of
Gankang Expressway fell 9.28% compared with last year.
1. As the increasing positive impact of the geographical advantage arising from Guangzhou-Foshan
Integration, Guangfo Expressway’s traffic volume has increased largely compared with last period, while Guangfo
Expressway got more positive impact than Fokai Expressway; in addition, in 2015, the expansion construction of
North Ring Expressway which connects Guangfo Expressway led to traffic jam and bypass flow, while in 2016,
there was no such influence factor.
2. Since the completion of expansion of Fokai Expressway in 2012, Fokai Expressway has been entered a
period of stable growth. Throughout the year, the car flow has always maintained a sustained growth momentum,
and the proportion of short-distance transportation vehicles grew faster.
3. As the expansion project of Huizhou section of Huiyan Expressway was completed in the end of 2015, the
driving condition of Shenzhen Huiyan Expressway was improved, which also led to smoother traffic for the
connected Shenzhen section of Huiyan Expressway, resulting in significant increase of traffic volume.
4. Gang Kang Expressway was affected by the full operation of Xunquan Expressway at the end of 2015 and
the connection between Jiangxi Rui Xun section of Jiguang Expressway and Guangdong Pingxing section, so
there was a diversion of traffic volume, resulting in a large decrease in the toll revenue compared to 2015.
5. Affected by the negative impact of traffic diversion of Jiebo and the positive impact of several free
expressways of Shenzhen and the natural traffic growth, Guanghui Expressway’s income gained a slight growth
on the basis of 2015, but compared to 2015, the trend of inconsistent growth between the growth rate of traffic
volume and the growth rate of revenue was increasingly obvious, meaning the short-distance transportation
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
vehicle increased.
6. Guang Zhao Expressway’s traffic volume and toll revenue were affected in 2015 because the construction
section carried out in Jan 2015, but in 2016, such factor no longer existed, so the traffic volume and toll revenue
all gained a large growth compared to last year.
2. Revenue and cost
(1)Component of Business Income
In RMB
2016
Increase /decrease
Amount Proportion Amount Proportion
Total operating
2,825,049,808.36 100% 2,657,616,508.59 100% 6.30%
revenue
Industry
Highway
2,732,376,001.73 96.72% 2,580,309,932.02 97.09% 5.89%
transportations
Other 92,673,806.63 3.28% 77,306,576.57 2.91% 19.88%
Prodect
Highway
2,732,376,001.73 96.72% 2,580,309,932.02 97.09% 5.89%
transportations
Othe 92,673,806.63 3.28% 77,306,576.57 2.91% 19.88%
Area
Guangfo
393,144,923.40 13.92% 357,077,010.88 13.44% 10.10%
Expressway
Fokai Expressway 1,180,190,342.35 41.78% 1,140,967,080.52 42.93% 3.44%
Jingzhu Expressway
1,159,040,735.98 41.03% 1,083,328,492.62 40.76% 6.99%
Guangzhu Section
Othe 92,673,806.63 3.28% 76,243,924.57 2.95% 21.55%
Notes：Note: In the table, the \"operating income\" refers to the “income of main business \".
(2)Situation of Industry, Product and District Occupying the Company’s Business Income and Operating Profit
with Profit over 10%
√ Applicable □Not applicable
Whether or not the Company complies with disclosure requirement of the special industry
No
In RMB
Increase/decrease Increase/decrease Increase/decrease
of revenue in the of business cost of gross profit
Gross profit
Turnover Operation cost same period of over the same rate over the same
rate(%)
the previous period of period of the
year(%) previous year (%) previous year (%)
Industry
Highway
2,732,376,001.73 1,221,232,006.04 55.31% 5.89% 3.30% 1.12%
transportations
Prodect
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Roll revenue 2,732,376,001.73 1,221,232,006.04 55.31% 5.89% 3.30% 1.12%
Area
Guangfo
393,144,923.40 271,114,688.61 31.04% 10.10% 2.92% 4.81%
Expressway
Fokai
1,180,190,342.35 596,300,178.61 49.47% 3.44% 3.92% -0.19%
Expressway
Jingzhu
Expressway
1,159,040,735.98 353,817,138.82 69.47% 6.99% 2.58% 1.31%
Guangzhu
Section
Notes：Note: In the table, the \"operating income\" refers to the “income of main business \", and \"operating costs\"
refers to the “costs of main business \".
During the reporting period, the overall gross profit margin of the toll revenue that accounts for 96.72% of the
company’s operation income was increased by 1.12%, just a small change.
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main
business based on latest on year’s scope of period-end.
□ Applicable √Not applicable
(3)Whether the Company’s Physical Sales Income Exceeded Service Income
□ Yes √ No
(4)Degree of Performance of the Significant Sales Contract Signed up to this Report Period
□ Applicable √Not applicable
(5)Component of business cost
Industry category
2016
Industry category Proportion in the Proportion in the Increase/Decrease
Items
Amount operating costs Amount operating costs (%)
(%) (%)
Highway Depreciation and
875,609,973.92 68.35% 829,617,109.53 67.41% 5.54%
transportations Amortized
Highway Out of pocket
345,622,032.12 26.98% 352,549,572.85 28.65% -1.96%
transportations expenses
Other Other 59,800,554.46 4.67% 48,471,139.98 3.94% 23.37%
In RMB
2016
Industry category Proportion in the Proportion in the Increase/Decrease
Items
Amount operating costs Amount operating costs (%)
(%) (%)
Highway Depreciation and
875,609,973.92 68.35% 829,617,109.53 67.41% 5.54%
transportations Amortized
Highway Out of pocket
345,622,032.12 26.98% 352,549,572.85 28.65% -1.96%
transportations expenses
Other Other 59,800,554.46 4.67% 48,471,139.98 3.94% 23.37%
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
During the reporting period, the costs related to the expressway business were still a major component of
operating costs. Among them, depreciation and amortization were the largest in the operating costs, increased by
0.94%-a small change. The out-of-pocket expenses of the business part of Expressway also changed little, with a
slight decline in proportion.
(6)Whether Changes Occurred in Consolidation Scope in the Report Period
√Yes □No
The number of the total subsidiaries that were incorporated in the consolidated scope of year-2016 was 4, and
compared to the previous period, the enterprise merger under the common control in the scope of consolidated
financial statements increased by 1. For details, please see “the eighth section about changes in the scope of
consolidated statements in the eleventh part of the financial report” and “the ninth section about interests in other
entities in the eleventh part of the financial report”.
(7)Relevant Situation of Significant Changes or Adjustment of the Business, Product or Service in the
Company’s Report Period
√ Applicable □Not applicable
In 2016, the company conducted the major assets restructuring. The compan’s holding the expressway
increased the Jingzhu Expressway Guangzhu section in year 2016.
(8)Situation of Main Customers and Main Supplier
□ Applicable √Not applicable
3.Expenses
In RMB
Increase/Decrea
2016 2015 Notes
se(%)
Administration
189,789,891.95 200,500,502.25 -5.34%
expenses
Comprehensive impact of interest
Financial expenses 340,854,007.43 478,177,404.36 -28.72%
bearing debt and interest rate reduction
4. Research and Development
√ Applicable □Not applicable
Purpose: set up the “blue channel” program based on a mobile phone path recognition+ mobile payment
passage called as BTC for short, which can also be the accommodation lane or compatible with MTC or ETC.
Proposed achieved target: it’s proposed that the test will be conducted in individual section in Guangzhan and
Meizhou, etc. From the begining of 2017 with application on the whole provincial sections at the end of the
year.
R & D investment
2016 2015 Increase /decrease
Number of Research and
19
Development persons (persons)
Proportion of Research and
1.34% 0.00%
Development persons
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Amount of Research and
Development Investment (In 6,171,805.27 0.00
RMB)
Proportion of Research and
Development Investment of 0.22% 0.00%
Operation Revenue
Amount of Research and
Development Investment 0.00 0.00
Capitalization (In RMB)
Proportion of Capitalization
Research and Development
0.00% 0.00%
Investment of Research and
Development Investment
The Reason of the Prominent Change in Total Amount of Research and Development Input Occupying the
Business Income Year on Year
□ Applicable √Not applicable
Explanation of the Reason for Substantial Changes in the Research and Development Input’s Capitalization Rate
and Its Reasonableness
□ Applicable √ Not applicable
5. Flow
In RMB
Items 2016 2015 Increase/Decrease(%)
Subtotal of cash inflow received
2,959,887,922.64 2,709,380,370.08 9.25%
from operation activities
Subtotal of cash outflow
received from operation 1,035,627,964.36 1,003,493,921.03 3.20%
activities
Net cash flow arising from
1,924,259,958.28 1,705,886,449.05 12.80%
operating activities
Subtotal of cash inflow received
532,485,061.86 637,358,615.83 -16.45%
from investing activities
Subtotal of cash outflow for
2,278,731,726.67 114,538,179.80 1,889.50%
investment activities
Net cash flow arising from
-1,746,246,664.81 522,820,436.03 -434.01%
investment activities
Subtotal cash inflow received
4,131,505,163.11 2,422,455,063.65 70.55%
from financing activities
Subtotal cash outflow for
2,905,344,885.32 4,188,494,780.59 -30.64%
financing activities
Net cash flow arising from
1,226,160,277.79 -1,766,039,716.94 -169.43%
financing activities
Net increase in cash and cash
1,403,650,367.40 462,166,829.99 203.71%
equivalents
Notes to the year-on-year change of the relevant data
√Applicable □ Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
1. The sub-total of cash outflows for investment activities increased by 1,889.50% on year-on-year basis, which
was mainly caused by the purchase of 25% stock right (namely 803 million) of Fokai and 988 million of
Guangdongzhu creditor’s rights owned by the construction company within the report period.
2. The sub-total of cash outflows for financial activities increased by 70.55% on year-on-year basis, which was
mainly caused by receiving the major assets restructuring supporting capitals and loan increase within the report
period.
3. The sub-total of cash outflows for financial activities decreased by 30.64% on year-on-year basis, which was
mainly caused by the repayment decrease of the interest-bearing loans within the report period compared with that
of previous period.
Notes to the big difference between cash flow from operating activities and net profit in the reporting year
√Applicable □Not applicable
The main reason for great difference existence is the fixed assets depreciation other than that the
out-of-pocket cost, financial cost and investment income are excluded in the operation activities cash flow, etc.,
which is normal, and see “Note No. 42 supplementary data for the cash flow statement of Article XI Financial
Report No.7 consolidated financial statement items notes” for detailed data.
III. Analysis of Non-core Business
√ Applicable □Not applicable
In RMB
Proportion in total
Amount Explanation of cause Sustainable (yes or no)
profit
The company shares the unit
Investment Income 441,537,648.28 29.70% to achieve profits to form Sustainable
investment income
Changes in far
0.00%
value
Asset impairment -123,935.18 -0.01% Turn back to bad debts Not sustainable
It is expected that the income
sustainability will last for another
Non-operating Jiujiang bridge year,2017 will be the last year to
76,950,489.32 5.18%
income compensation income charge Jiujiang Bridge
compensation income, but the
amount is not the same.
Non-operating
4,838,502.85 0.33% Road repair expenses Sustainable
expenses
IV. Condition of Asset and Liabilities
1.Condition of Asset Causing Significant Change
In RMB
End of 2016 End of 2015 Proportio
Proportion Proportion in n
Notes to the significant change
Amount in the total Amount the total increase/d
assets(%) assets(%) ecrease
Monetary fund 2,603,279,644.25 16.20% 1,199,629,276.85 7.93% 8.27% Comprehensive influence of the
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
accumulation in business, the obtained
investment income, the repayment of
bank loan and dividend.
Accounts
40,681,197.01 0.25% 77,396,705.54 0.51% -0.26%
receivable
Inventories 323,888.89 0.00% 800,998.80 0.01% -0.01%
Investment real
3,219,971.08 0.02% 3,684,184.48 0.02% 0.00%
estate
Mainly for the comprehensive
Long-term
influence of the increase in the joining
equity 2,220,805,130.31 13.82% 2,250,314,577.89 14.88% -1.06%
company’s dividend and investment
investment
income
The effect of depreciation on this
Fixed assets 9,285,823,302.77 57.77% 9,733,198,359.00 64.34% -6.57%
period
Construction This period Fokai South extension
149,244,110.30 0.93% 23,624,279.71 0.16% 0.77%
inprocess project cost effect
Short-term loans 0.00% 0.00%
Long-term loans 5,402,780,000.00 33.62% 4,830,760,000.00 31.93% 1.69% Increased borrowing
2.Asset and Liabilities Measured by Fair Value
√Applicable □ Not applicable
In RMB
Gain/Loss on Impairment
Cumulative fair Purchanased Sold amount
fair value provisions
value change amount in the in the
Items Opening amount change in the in the Closing mount
recorded into reporting reporting
reporting repoting
equity period period
period period
Financial assets
3.Available-for-s
ale financial 997,480,962.56 -77,634,131.52 402,285,954.24 919,846,831.04
assets
Subtotal of
997,480,962.56 -77,634,131.52 402,285,954.24 919,846,831.04
financial assets
Total of the
997,480,962.56 -77,634,131.52 402,285,954.24 919,846,831.04
above
Financial
0.00 0.00 0.00 0.00
liabilities
Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting
period?
□ Yes √No
3. Assets right restriction till end of reporting period
Nil
V. Investment situation
1. General
√ Applicable □ Not applicable
Investment Amount in 2016(RMB) Investment Amount in 2015(RMB) Change rate
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
3,796,609,855.82 0.00 Not sustainable
2.Condition of Acquiring Significant Share Right Investment during the Report Period
√Applicable □Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
In RMB
Whether
Progress
Invest Share Antici Gain or Less or to
Name of the Main Investment Capital Investmen Product up to Disclosure
ment Proportion Partner pated the Current Involve Date of Disclosure
Company Invested Business Amount Source t Horizon Type Balance Index
Way % Incom Investment in
Sheet Date
e Lawsuit
Announcement
Raise
Guangdong Fokai Guangdong on the transfer
Purch fundand Express
Expressway Co., Expressway 968,274,999.00 25.00% Expresswa Long-term Complete 52,052,475.52 No June 16,2016 of assets of
ase issue way
Ltd. y Co., Ltd. major asset
shares
restructuring
Guangzhou Guangdong
Guangzhu Traffic Highway
Purch Issue Express
Investment Expressway 2,303,645,598.80 100.00% Constructi Long-term Complete 169,750,412.05 No June 16,2016
ase shares way
Management Co., on Co.,
Ltd. Ltd.
Total -- -- 3,271,920,597.80 -- -- -- -- -- -- 0.00 221,802,887.57 -- -- --
3.Situation of the Significant Non-equity Investment Undergoing in the Report Period
√ Applicable □Not applicable
In RMB
Accumulate Reasons for
Industry in Accumulated d realized failure in
Investment
Fixed assets which the actual amount Estima return as of meeting
Form of amount during Source of Date of
Name investment investment invested as of Progress ted the end of scheduled Disclosure Index(If any)
investment the reporting und Disclosure(If any)
or not project the end of return the end of progress and
period
operates reporting period the reporting estimated
period return
Announcement of the
Fokai Expressway
Self and 21st (Provisional)
South Section Self Yes Expressway 524,689,258.02 524,689,258.02 14.94% 0.00 0.00 Nil June 17, 2016
Borrowing Meeting of the seventh
Extension Project
Board of Directors,
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Announcement of
External Investment
Total -- -- -- 524,689,258.02 524,689,258.02 -- -- 0.00 0.00 -- -- --
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
4.Investment of Financial Asset
（1）Securities investment
√ Applicable □ Not applicable
In RMB
Mode of
Book value Purchase Sale Book value
Stock accounti Changes in fair Cumulative fair Gain/loss of
Security Security Initial balance at the amount in amount in balance at the Accounting Sauce of the
Abbreviati ng value of the this value changes in the reporting
category code investment cost beginning of the the this the this end of the items shares
on: measure period equity period
reporting period period period reporting period
ment
Domesti Financial
China
c and assets
601818 Everbright 517,560,876.80 FVM 997,480,962.56 -77,634,131.52 402,285,954.24 44,698,439.36 919,846,831.04 Self
foreign available for
Bank
stocks sale
Other securities investments
0.00 -- 0.00 0.00 0.00 0.00 -- --
held at the end of the period
Total 517,560,876.80 -- 997,480,962.56 -77,634,131.52 402,285,954.24 0.00 0.00 44,698,439.36 919,846,831.04 -- --
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(If any)
（2）Investment in Derivatives
□ Applicable √ Not applicable
Nil
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
5.Application of the raised capital
√ Applicable □ Not applicable
（1）General application of the raised funds
√ Applicable □ Not applicable
In RMB’0000
Amount of Total
Accumulat Proportion
raised Amount of Amount of
ive amount of raised Use and
Total capital of the the Raised
Total of raised capital of Whereabo Fund with
Total Amount of which the Unused
Year of Way of amount of capital of which the uts of the
raised the Raised purpose Raised over 2
Raising Raising Raised which the purpose Unused
capital Fund Used was Fund at Years’
Funds purpose has been Raised
at the changed in the Idling
has been changed Fund
the report Current
changed (%)
period Period
private
offering Transfer to
2016 of 165,000 164,500 164,500 0 0 0.00% 500 the basic
addition company
al shares
Total -- 165,000 164,500 164,500 0 0 0.00% 500 --
Explanation on general usage of raised capital
During the reporting period, the Company purchased 25% stock equity of Fokai Company held by Guangdong Expressway
Company through the issuance of A shares and cash payment, 100% stock equity of Guangzhu Transportation held by the
Construction Company through the issuance of A shares, and the debt to the Guangzhu East Company held by the Construction
Company through cash payment. Meanwhile, the Company issued non-public A shares towards Yadong Fuxing Yalian, Tibet
Yingyue and Guangfa Securities (GF Securities) to raise counterpart funds for part of the cash payment and taxes of the transaction,
as well as to supplement the Company’s working capital. As of June 21, 2016, the Company raised a total sum of counterpart fund
of RMB 1650 million. During the reporting period, RMB 16.5 million was used to cover the underwriting fees; RMB 803.5 million
was used to pay part of the purchase price for 25% stock equity of Fokai Company; RMB 825 million was used to supplement the
working capital of listed companies, all was used to purchase the debts to Guangzhu East Company held by the Construction
Company; and the remaining 5 million has not been used. Saving to raise funds of RMB 5.0640 million (including interest),
accounting for the total amount of RMB 1650 million to raise funds 0.307%, accounting for the net proceeds of RMB 1633.5
million 0.31%. The reason for the savings is that the company has already paid part of the transaction tax with its own funds before
the proceeds are raised, and it is planned to use the raised funds to pay the transaction tax of RMB 21.5 million. The actual
underwriting tax is only paid in the transaction tax RMB 16.5 million.
（2）Commitments of raised capital
√ Applicable □Not applicable
In RMB’0000
Accumul Investme
Total Date when
ated nt Has any
Project raised Total Amount the project Benefit
amount progress Has the material
Committed investment changed(i capital investme invested has reached realized in
invested ended the predicted change
projects and ncluding invested nt after in the the the
at the end reporting result be taken
investment partial as adjustme reporting predicted reporting
of the period(% realized place in
change) committe nt (1) period applicable period
reporting )(3)=(2)( feasibility
d status
period(2) 1)
Committed investment projects
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Accumul Investme
Total Date when
ated nt Has any
Project raised Total Amount the project Benefit
amount progress Has the material
Committed investment changed(i capital investme invested has reached realized in
invested ended the predicted change
projects and ncluding invested nt after in the the the
at the end reporting result be taken
investment partial as adjustme reporting predicted reporting
of the period(% realized place in
change) committe nt (1) period applicable period
reporting )(3)=(2)( feasibility
d status
period(2) 1)
The acquisition to pay
part of the price of the June
No 80,350 80,350 80,350 100.00% 4,319.45 Yes No
shares of Fokai 13,2016
company
Supplementary
June
liquidity of listed No 82,500 82,500 82,500 100.00% 3,190.35 Yes No
15,2016
companies
The payment for
No 2,150 1,650 1,650 76.74% Yes No
transaction taxes
Subtotal of committed
-- 165,000 164,500 164,500 -- -- 7,509.8 -- --
investment projects
Investment orientation for und arising out of plan
Nil
Total -- 165,000 0 164,500 164,500 -- -- 7,509.8 -- --
Situation about not
coming up to schemed
progress or expected
Nil
revenue and the
reason ( in specific
project)
Notes to significant
change in feasibility Nil
of the project
Amount, application Not applicable
and application
progress of the
unbooked proceeds
About the change of Not applicable
the implementation
site of the projects
invested with the
proceeds
Adjustment of the Not applicable
implementation way
of investment funded
by raised capital
About the initial Not applicable
investment in the
projects planned to be
invested with the
proceeds and the
replacement
Using the idle Not applicable
proceeds to
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Accumul Investme
Total Date when
ated nt Has any
Project raised Total Amount the project Benefit
amount progress Has the material
Committed investment changed(i capital investme invested has reached realized in
invested ended the predicted change
projects and ncluding invested nt after in the the the
at the end reporting result be taken
investment partial as adjustme reporting predicted reporting
of the period(% realized place in
change) committe nt (1) period applicable period
reporting )(3)=(2)( feasibility
d status
period(2) 1)
supplement the
working capital on
temporary basis
Applicable
Balance of the
proceeds in process of Saving to raise funds of RMB 5.0640 million (including interest), accounting for the total amount of RMB 1650
project million to raise funds 0.307%, accounting for the net proceeds of RMB 1633.5 million 0.31%. The reason for the
implementation and savings is that the company has already paid part of the transaction tax with its own funds before the proceeds
the cause are raised, and it is planned to use the raised funds to pay the transaction tax of RMB 21.5 million. The actual
underwriting tax is only paid in the transaction tax RMB 16.5 million.
About application and
status of the proceeds The surplus funds raised RMB 5 .0604million (including interest) has been transferred to the basic account.
unused
Problems existing in
application of the
proceeds and the Nil
information disclosure
or other issues
（3）Changes of raised funds projects
□ Applicable√ Not applicable
There is no change in raised funds in company reporting period.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
VI. Significant Asset and Right Offering
1.Situation of Significant Asset Sale
□ Applicable√ Not applicable
Nil
2.Situation of Substantial Stake Sale
□ Applicable√ Not applicable
VII. Analysis of the Main Share Holding Companies and Share Participating Companies
√ Applicable □ Not applicable
Situation of Main Subsidiaries and the Joint-stock Company with over 10% net profit influencing to the Company
In RMB
Company
Company Name Sectors engaged in Registered capital Total assets Net assets Turnover Operating profit Net Profit
type
Operation and management
of Fokai Expressway Co.,
Guangdong Fokai Subsidiar Ltd., supporting salvage,
RMB 1.108 billion 7,038,002,346.62 3,951,289,017.68 1,196,763,927.66 384,572,773.51 332,872,176.45
Expressway y maintenance and cleaning,
supply of parts and
components
Main construction of the
Guangfo Expressway (from
Guang Fo
Subsidiar Guangzhou Hengsha,
Expressway Co., RMB 0.2 billion 397,200,944.83 355,048,695.20 397,442,447.78 88,743,150.20 65,673,030.43
y ending in Foshan Xiebian.
Ltd
Length of 15.7 km)
Construction, charges and
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Company
Company Name Sectors engaged in Registered capital Total assets Net assets Turnover Operating profit Net Profit
type
maintenance management,
car rescue and cleaning
Guangzhu Traffic Highway investment
Investment Subsidiar management and
RMB 3 million 3,665,917,502.87 1,719,147,329.47 1,186,929,175.15 661,816,396.09 494,198,173.38
Management Co., y consultation; highway
Ltd. maintenance
The operation and
management of
Jingzhu Guangzhou-Zhuhai
Expressway Subsidiar Expressway and provision
RMB 580 million 3,319,698,035.38 1,306,927,861.98 1,186,929,175.15 661,889,966.21 494,271,743.50
Guangzhu Section y of supporting services
Co., Ltd. including fueling, salvage
and supply of parts and
components
Investment in and
construction of Guanghui
Guangdong
Expressway Co., Ltd. and
Guanghui Sharing
supporting facilities, the toll RMB 2.352 million 4,687,135,990.48 3,212,689,034.52 1,732,764,597.10 1,125,840,906.18 846,305,799.89
Expressway Co., company
collection and maintenance
Ltd.
management of Guanghui
Expressway
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Particulars about the principal subsidiaries and Mutual holding companies
√ Applicable □Not applicable
Name Mode Influence
Increase the net profit attributable to listed
Guangzhu Traffic Investment Management
Issue shares to buy 100% stake companies in 2016 of RMB
Co., Ltd.
271,775,888.81.
Particulars about the Mutual holding companies
1. The company holds 75% stake of Guangdong Provincial Fokai Expressway Co. Ltd which is one of the
subsidiaries majority-controlled by the company and the subsidiary mainly engaged in operating and managing
the Fokai Expressway and the related matching businesses such as rescue, maintenance, cleaning and spare parts
supply service. The net profits in the current period increased RMB 94.6027 million compared with the last period,
computed in percentage as an increase of 39.70%. The main reasons of the increase are: (1) Due to the toll
revenue increased as the spontaneous growth of the traffic volume; (2) The financial expenses decreased in the
current period due to the repayment of liabilities with interest and the lower interest rates.(3)The received
compensation for Jiujiang Bridge was increased non-operating income by RMB 40 million.
2. The company directly and indirectly holds 75% stake of Beijing-Zhuhai Guangzhu Section Expressway Co.,
Ltd, which is the company’s share-controlled subsidiary and operates Guangzhou- Zhuhai Expressway and
provides expressway matching services such as fuel filling, salvation and spare parts supply services. The net
profits in the current period increased RMB 95.8522 million and 24.06% compared with the last period, The main
reason for the increase was the combined effect of the natural increase of the toll revenue and the reduction of the
financial costs.
3.The Company holds a 75% equity interest in the Guangfo company, the construction and operation of the
Guangzhou-Foshan Expressway, including road maintenance, charges, signs, marking and other transport facilities
maintenance, Vehicle rescue and other business. The current net profit increased by RMB23.7701 million, an
increase of 56.73%, the increasing is due to natural income growth and financial costs to reduce the combined
impact.
Ⅷ.Special purpose vehicle controlled by the Company
□ Applicable √ Not applicable
Ⅸ.Prospect for future development of the Company
1. Strategy of the Company’s Development
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,
apparent hysteresis effect and output. The changes in national policies, directly affecting the realization of the
company's main business revenue and goals.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
2.Business Plan in the Coming Year and Future Plan of the Company
The overall objective of 2017: to reach RMB 3.085 billion in revenue ， RMB0.444 billion in investment
income and control the operating costs within RMB 1.25 billion. Centering on this objective, and in 2017 and the
coming few years, we will take the core development concept of Being Innovating, Coordinating, Green, Open
and Sharing as the guidance, and center on the overall objective of Making It Stronger and Better to devote to
build the Company into an asset operation platform for expressway as well as a strategic integrated platform for
emerging industry. We will strengthen the resource integration and plan for the mechanism innovation to promote
the sustainable development of the Company in a new normal. The main work is as follow:
(1) Plan for Asset Operation and Make Main Business Stronger and Better
We will carry out asset operation to provide support for the Company’s transformation development by
means of fully utilizing the platform advantage the listed company offers and the asset market.We will set up the
normalization concept of asset operation and apply the combination of acquisition and reorganization, private
placement and cash offer to make a further optimization for asset structure. The number of holding projects will
be increased while the number of joint-stock projects will be decreased. Among the current joint-stock projects,
we will consider increasing the share proportion for high-quality projects which will benefit the prospect or
remains a longer operating period. We will broadly collect the project information and steadily promote the
investment for the expressway project outside the system.
We will actively accomplish the related work of rehabilitation and expansion in the southern section of Fokai
Expressway. We will actively promote the application for the approval and investment of the rehabilitation and
extension project of Shenzhen section of Huiyan Expressway
We will constantly improve the quality of operation and management. We will focus on the safety of bridge
and culvert structures. We will urge the project company to enlarge maintainance and management of them,
emphasize checking and solving the safety hazards and seriously conduct inspection, detection and the project of
maintainance and reinforcement to ensure the operation safety of them. Combining with the subject study of
underbridge space, we will orderly promote the governance scheme implement of One Bridge One Strategy,
where safe and controllable management of underbridge space will be guaranteed
(2) Focus on the Implement of Strategies and Promote Diversified Development
We will take implementing the Thirteenth Five-Year Flan as the key point to arrange and start for the
transformation development. The Development Planning Report of Guangdong Provincial Expressway
Development Co., Ltd., formulated by the Company, puts forward that the Company will be built into an asset
operation platform for expressway as well as a strategic integrated platform for emerging industry, and construct
the 1+4 industry development pattern, where Main Business of Expressway Plus Development of the Resource
along the Expressway, Intelligent Transportation, Finance and Its Same Type, Investment are included.
Expressway industry remains the Company’s main business and basic for a long term in the future, also the
fundamental support which is used to actively promote transformation development by the Company. With a solid
foundation of main business, the diversified development will be sought. In the long run, we will build the
Company into a large investment holding enterprise and fully perform the function of being an investment holding
platform.
The Company will tightly keep itself around the main line of diversified development. We will take
deepening the reform in the round as motivation and boost the transformation through investment by means of
the strategic investors’ resource and capability in their respective professional fields.We will strive for great
breakthroughs on the resource development along the expressway, intelligent transportation, finance and its same
type, investment business.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
1.Actively promote the development of resources along the highway. Build a comprehensive development
platform for land resources, the effective integration of stock resources. Focus on the existing land resources, to
strengthen cooperation with the industry's outstanding enterprises, with the external advantages of the gradual
accumulation of experience and professional ability.
2.Focus on the \"blue channel\" project research, development,construction and implementation. Speed up the
\"blue channel\" project development and construction, preparation of project technical programs, technical
standards and related operational management system. For the orderly implementation of the project, as soon as
setup the formation of platform companies for the project construction to provide financial security and to carry
out business operations.
3.Continue to increase investment in finance and Class in the financial sector. The establishment of
wholly-owned equity investment companies, specialized management company equity investment projects.
Focusing on strengthening cooperation with strategic investors, to seek new equity investment projects to hold as
the goal, grasp the high quality equity investment opportunities, and gradually improve the company's financial
and class in the financial sector asset layout.
4.Expand investment business, cultivate strategic new industries. Increase the investment in new industries
outside the expressway, except for direct investment, increase the form of equity investment funds in the energy
saving、environmental protection、new energy、large health industry and other directions to tap the quality of
investment opportunities.
By the end of period of the Thirteenth Five-Year Plan, the expressway industry will be increased steadily,
and the non-expressway industry will form at a scale, where transformation development will be effective and
apparent.
(3) Explore Mechanism Innovation and Motivate Business Vitality
According to the set strategic plannings, we will intensify the decision-making mechanism of the listed
Company’s board of directors to unceasingly optimize the system and mechanism. By means of fully utilizing the
platform advantage the listed company offered, we will formulate new mechanisms and new schemes which
benefit the enterprise’s significant decision, constraint and inspiration as well as personnel selection. We will
actively promote the organizational reform, motivate the endogenous power of the enterprise and mobilize the
initiative and creativity of staffs at all levels, especially middle and senior managers’.
We will build a perfect management system of the Company’s market value by focusing on implementing
strategy, establishing incentive restriction mechanism, strengthening the effective communication between
markets and investors, continuously improving the operation management and increasing the Company’s
performance.
X. List of the received researches, visits and interviews
1.Particulars about researches, visits and interviews received in this reporting period
√ Applicable □Not applicable
Reception time Way of reception Types of visitors Basic index
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
March 31,2016 Onsite investigation Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Reception time Way of reception Types of visitors Basic index
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
April 7,2016 Onsite investigation Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
April 15,2016 Onsite investigation Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
April 20,2016 Onsite investigation Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
August 23,2016 By Phone Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
August 23,2016 By Phone Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
August 25,2016 Onsite investigation Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
October 28,2016 By Phone Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily operation; 2. the
company's financial data analysis;3. development strategy; 4.
December 27,2016 Other Organization
analysis on the industry. 2.Primary data investigation: Public
information company regularly reports
Reception times
Reception agency amount
Reception personal number
Others
Whether to disclose, reveal or disclose non-public
No
material information
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
V. Important Events
I. Specification of profit distribution of common shares and capitalizing of common reserves
Formulation, implementation and adjustment of profit distribution policy of common shares especially cash
dividend policy during the reporting period
□Applicable√ Not applicable
The profit distribution preplan or proposal and the Plan(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 plan for 2014 is as follows:
1.10% of the net profit of the company, i.e. RMB 19,305,459.02, is to be allocated for statutory common
reserve fund.
2.The profit for 2014 is to be distributed as follows: RMB 125,711,774.80. is to be allocated as the fund for
dividend distribution for 2014. with the total shares at the end of 2014, i.e., 1,257,117,748 shares, as the base, cash
dividend of RMB 1.00 (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 2014 annual shareholders’ general meeting makes
resolution on dividend distribution.
(2) The Company's profit distribution plan for 2015 is as follows:
1.10% of the net profit of the company, i.e. RMB 26,741,749.54, is to be allocated for statutory common
reserve fund.
2.The profit for 2015 is to be distributed as follows: RMB 188,567,662.20. is to be allocated as the fund for
dividend distribution for 2015. with the total shares at the end of 2015, i.e., 1,257,117,748 shares, as the base, cash
dividend of RMB 1.50 (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 2015 annual shareholders’ general meeting makes
resolution on dividend distribution.
(3) The Company's profit distribution preplan for 2016 is as follows:
1.10% of the net profit of the company, i.e. RMB71,314,278.93, is to be allocated for statutory common
reserve fund.
2.The profit for 2016 is to be distributed as follows: RMB 702,510,858.34. is to be allocated as the fund for
dividend distribution for 2016. with the total shares at the end of 2016, i.e., 2,090,806,126 shares, as the base, cash
dividend of RMB 3.36 (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 2016 annual shareholders’ general meeting makes
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
resolution on dividend distribution.
Dividend distribution of the latest three years
In RMB
Net profit
Ratio in net profit
attributable to the Amount of cash Proportion of cash
attributable to the
Cash dividend over of the parent dividends from cash dividends from cash
Year parent company in
(Including Tax) company in the offer to repurchase offer to repurchase
the consolidated
consolidated shares of the funds shares of the funds
financial statements
financial statements
2016 702,510,858.34 1,001,205,945.39 70.17% 0.00 0.00%
2015 188,567,662.20 696,100,201.88 27.09% 0.00 0.00%
2014 125,711,774.80 318,754,807.85 39.44% 0.00 0.00%
Note: the net profit in 2016 included into the common-stock holders of listing companies in the statement is the
data caused by the retrospect restatement of the major assets restructuring subject to accounting standards in 2016.
The net profit before retrospect restatement in 2015 included into the common-stock holders of listing companies
was 469,386,906.79 yuan, the annual bonus in 2015 accounted for 40.17% of the net profit before adjustment
included into the common-stock holders of listing companies in the consolidated statement.
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
II.Profit distribution plan and capitalizing of common reserves plan for the Period
√ Applicable □ Not applicable
Bonus shares for every ten shares(Shares)
Cash dividend for everty ten shares
3.36
(Yuan)(Tax-included)
Distribute additional (shares)for 10 shares
A total number of shares as the distribution
2,090,806,126
basis(shares)
Total cash dividend (Yuan)(Tax-included) 702,510,858.34
Profit dividend (Yuan) 1,764,609,695.85
Proportion of cash dividend in the distributable
100.00%
profit (%)
Cash dividend distribution policy
The Company is in a fast growth stage, there fore, the cash dividend will reach 80% of the profit distribution at least.
Details of profit distribution or reserve capitalization plan
1.10% of the net profit of the company, i.e. RMB 71,314,278.93, is to be allocated for statutory common reserve fund.
2.The profit for 2016 is to be distributed as follows: RMB 702,510,858.34. is to be allocated as the fund for dividend distribution
for 2016. with the total shares at the end of 2016, i.e., 2,090,806,126 shares, as the base, cash dividend of RMB 3.36 (including tax)
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
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 2016 annual
shareholders’ general meeting makes resolution on dividend distribution.
III.Commitments to fulfill the situation
1.The fulfilled commitments in the reporting period and under-fulfillment commitments by the end of the
reporting period made by the company, shareholder, actual controller, acquirer, director, supervisor, senior
management personnel and other related parities.
√Applicable □ Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
Guangdong Expressway A shares acquired by the Company through The date of
Guangfa Securities Co., Ltd., subscription in this major asset reorganization cannot be transferred or listed the Fulfill the
Tibet Yingyue Investment for transaction within thirty-six months from the date of the completion of the expiration of commitment
Share limited
Management Co., Ltd., Yadong shares issuance in this major asset reorganization. Upon the expiry of the June 18,2015 the share normally
commitment
Fuxing Yalian Investment Co., lock-up period, the transfer and transaction of these shares will be made in lock.
Ltd. accordance with the effective laws and regulations, and relevant provisions of
CSRS and Shenzhen Stock Exchange (SSE).
Guangdong Expressway A shares acquired by the Company through
subscription in this major asset reorganization cannot be transferred or listed
for transaction within thirty-six months from the date of the completion of the
shares issuance in this major asset reorganization. Upon the expiry of the The date of
Guangdong Expressway Co., lock-up period, the transfer and transaction of these shares will be made in the Fulfill the
Commitments made Ltd., Guangdong Highway accordance with the effective laws and regulations, and relevant provisions of
Share limited expiration of commitme
upon the assets Construction Co., Ltd., CSRS and Shenzhen Stock Exchange (SSE). Upon the completion of this June 26,2015
commitment the share nt normally
replacement Guangdong Communication major asset reorganization, if the closing price of the A-share of Guangdong lock.
Group Co., Ltd. Expressway is below the issue price for 20 consecutive trading days within
six months, or at the end of six months after the completion of the transaction
the closing price is below the issue price, the lock-up period of the A-share of
Guangdong Expressway acquired by the Company through this major asset
reorganization will be automatically extended for six months.
Upon the mutual agreement by the Company and the Guangdong Expressway The period
Performance Co., Ltd., the predicted annual net profit of the Guangzhou Fokai Expressway of Fulfill the
commitments Co., Ltd. is RMB 250.6973 million in 2016, RMB 2690.0802 million in 2017, compensatio commitme
Guangdong Expressway Co., August
and and RMB 403.1197 million in 2018，The non-recurring profit and loss in total n and the nt normally
Ltd. 26,2015
compensation is RMB 105.5743 million through accumulated prediction. Within the date of
arrangements compensation period, if Guangdong Fokai Expressway Co., Ltd. achieves the completion
accumulated net profit at the end of one year lower than the accumulated of the
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
predicted net profit of such year, the company will, based on shares needing agreement.
compensation through calculated and determined subject to the Agreement,
buy back them by 1 yuan from Guangdong Fokai Expressway Co., Ltd. and
cancel them and Guangdong Expressway Co., Ltd. shall compensate in cash
for the share part in short. Upon the compensation period expiration, if the
actual accumulated non-recurring profit and loss (means the compensation
granted within the compensation period by the governmental sector to
Guangdong Fokai Expressway Co., Ltd. for Jiujiang Bridge charging cancel,
hereinafter referred to as “compensation amount for Jiujiang bridge”) of
Guangdong Fokai Expressway Co., Ltd. is lower than accumulated predicted
non-recurring profit and loss, Guangdong Expressway Co., Ltd. will, subject
to its shareholding ratio in Guangdong Fokai Expressway Co., Ltd. before the
major assets restructuring implementation, compensate the company in cash
per the agreement; after the compensation period expiration, upon
Guangdong Fokai Expressway Co., Ltd. acceptance of Jiujiang bridge
compensation each time, the company shall refund the corresponding part
among the compensation paid subject to the agreement by Guangdong
Expressway Co., Ltd. within 30 workdays after Guangdong Fokai
Expressway Co., Ltd. receives such compensation.
Upon the mutual agreement by the Company and the Guangdong Provincial
Highway Construction Co., Ltd., the predicted annual net profit of the The period
Guangzhou Guangzhu Traffic Investment Management Co., Ltd. is RMB of
Performance
230.3606 million in 2016, RMB 263.2329 million in 2017, and RMB compensatio Fulfill the
commitments commitment
Guangdong Highway 286.5018 million in 2018. Within the term of compensation, if the cumulated August n and the
and normally
Construction Co., Ltd. net profit of Guangzhou Guangzhu Transportation Investment Management 26,2015 date of
compensation
Co., Ltd. by the end of a year is lower than the accumulated predicted net completion
arrangements
profit of that year, the Company will buy back the compensated shares at the of the
price of RMB 1 from the Guangzhou Guangzhu Transportation Investment agreement.
Management Co., Ltd. that should be calculated in accordance with the
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
agreement, and deregister such shares.
The commitment to avoid horizontal competition: 1. the Company and the
companies that are under direct or indirect control of the Company, except
Guangdong Expressway and its subsidiaries, will not use the controlling
shareholders to damage the legitimate interests of the business activities of
Guangdong Expressway and its medium and small shareholders and its This
subsidiaries. 2. The Company and the companies that are under direct or commitment
indirect control of the Company, except Guangdong Expressway and its is valid from
subsidiaries, will not use the information acquired from Guangdong the date of
Expressway and its subsidiaries to engage in core business which competes signing this
with Guangdong Expressway and its subsidiaries and will not conduct any letter of
Commitment activity that damages or may damage the legitimate interests of Guangdong commitment
s on Expressway and its medium and small shareholders and its subsidiaries. 3. As to the date on
Guangdong Expressway Co., Fulfill the
horizontal for the transfer of toll roads, bridges, tunnels and related ancillary facilities or which the
Ltd., Guangdong Highway commitme
competition, equity invested, constructed or managed by the Company or companies, that shares of
Construction Co., Ltd., June 26,2015 nt normally
related are under direct or indirect control of the Company, except Guangdong Company is
Guangdong Communication
transaction Expressway and its subsidiaries to the Company or any company that is under no longer
Group Co., Ltd.
and capital direct or indirect control of the company, unless it is a transferee expressly controlled by
occupation designated by the relevant government departments, to the extent permitted the
by relevant laws and regulations, Guangdong Expressway has the right of controlling
preemption under the same conditions. 4. In the future, if the Company and shareholder
the companies that are under direct or indirect control of the Company, of the
except Guangdong Expressway and its subsidiaries, invest and construct a Guangdong
parallel highway or a highway in the same direction on either side of the
Expressway.
Highway within 20 km, to the extent permitted by relevant laws and
regulations, except in the project whose investors have been expressly
specified by the relevant government departments, Guangdong Expressway
has the priority right to invest ahead of the Company and the companies that
are under direct or indirect control of the Company, except Guangdong
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
Expressway and its subsidiaries,. This commitment, when signed, constitutes
the irrevocable legal obligations of the Company. If the circumstances arise
that cause damage to Guangdong Expressway because of the Company’s
breach of the commitment, the Company will bear the corresponding liability
according to laws. The commitment to reduce and regulate the connected
transactions: 1. After the completion of this major asset reorganization, the
Company and the companies that are under direct or indirect control of the
Company, except Guangdong Expressway and its subsidiaries, and other
related parties will try to avoid the connected transaction with Guangdong
Expressway and its subsidiaries; the necessary and unavoidable connected
transactions shall be conducted in accordance with the
principles of fairness and compensation of equal value, the transaction prices
shall be determined according to the reasonable market price, the transaction
approval procedures and the disclosure obligations should be conducted in
accordance with relevant laws, regulations and regulatory documents, to
effectively protect the interests of medium and small shareholders of
Guangdong Expressway . 2. The Company guarantees to be in strict
accordance with relevant laws and regulations, the regulations and regulatory
documents promulgated by CSRC, the business rules promulgated by
Shenzhen Stock Exchange (SSE) and the rules of the system such as the
Articles of Association of Guangdong Provincial Expressway Development
Co., Ltd., exercise the shareholder rights and fulfill the obligations of
shareholders according to laws, without using controlling shareholders’
holding position to seek improper interests, without damage to the legitimate
rights and interests of Guangdong Expressway and its medium and
small shareholders. Once in violation of the above-stated commitment, the
company conducts a transaction with Guangdong Expressway and its
subsidiaries, causing damages to them, it shall bear the liability for
compensation according to laws. The date of this commitment is valid from
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
the date of signing the letter of commitment to the date of the Company's
ceasing to be controlled by the controlling shareholder of the Company.
(1) The commitment to the authenticity, accuracy and completeness of the
information disclosure and application documents: The Company guarantees
that there is no false, misleading statement or major omission in the
information disclosure and application documents for the major asset
reorganization, and it bears the legal liability for the authenticity, accuracy
and completeness of the above-mentioned information disclosure and
application documents. (2) The commitment of Guangdong Expressway to
not violate Article 39 of the Administrative Measures for the Issuance of
Securities by Listed Companies. The Company confirms and warrants that
there is no violation of the following matters regulated by the Article 39 of
the Administrative Measures for the Issuance of Securities by Listed Fulfill the
Guangdong Provincial commitme
Other Companies: 1. The issuance application documents have false, misleading
Expressway Development Co., June 26,2015 nt normally
commitment statements or major omissions; 2. The interests of the Company are seriously
Ltd.
damaged by the controlling shareholders or the actual controller, and such
damages have not been eliminated; 3. The Company and its subsidiaries
illegally provide external guarantees and such guarantees have not been
eliminated; 4. The Board of Directors or senior management have recently
been subject to administrative penalty by CSRC within thirty-six months, or
within 12 months have been publicly condemned by the Stock Exchange; 5.
The current Board of Directors and senior management of the Company are
suspected of a crime and investigated by the judiciary authorities or suspected
of breaking the laws or the regulations and investigated by CSRC; 6. In the
financial report of the most recent year or period, the CPA issues an audit
report with qualified opinion, adverse opinion or disclaimer of opinion,
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
except that the significant impact of matters concerning the qualified opinion,
adverse opinion and disclaimer of opinion has been eliminated or that the
issue relates to the major reorganization; 7. Other cases seriously damaging
the legitimate interests of investors and the public interests. (3) Other
commitments: urge Fokai Expressway Co., Ltd. to transfer the Xiebian Office
to Guangfo Expressway Co., Ltd.
(1) The commitment to the authenticity, accuracy and completeness of the (1) a promise
information provided: 1. The Company guarantees to provide the information without a
related to the major asset reorganization for Guangdong Expressway and commitment
ensures its authenticity, accuracy and completeness; if there is false, period.
misleading statement or major omission in the information provided, which (2) the date
causes losses to Guangdong Expressway or the investors, the Company will of the
assume the compensation liabilities in accordance with laws. If it is suspected validity of
that there is false, misleading statement or major omission in the information the term
disclosed or provided for the major asset reorganization, and it is investigated commitment
by the judiciary authorities or by CSRC, before the clear conclusion of the from the date
Fulfill the
case is reached, the Company will suspend the transfer of shares of of this letter
Guangdong Communication Other commitme
Guangdong Expressway held by the Company, and within two business days June 18,2015 of
Group Co., Ltd. commitment nt normally
upon receipt of the notice of filing a case and inspection, the written commitment
application for suspending the transfer and the stock account should be to the date of
submitted to the Board of Directors of Guangdong Expressway , and the the company
Board of Directors of Guangdong Expressway , shall, on behalf of the no longer is
Company apply for the lockout towards Shenzhen Securities Exchange (SSE) the date of
and Registration and Clearing Company; if the application for the lockout is the
not submitted in two business days, after verification the Board of Directors controlling
authorized by the Company will directly submits the Company’s identity and shareholder
account information to the Registration and Clearing Company and apply for of
the lockout; if the Board of Directors fails to do so, the Securities Exchange guangdong.
and the Registration and Clearing Company will be authorized to directly (3) the date
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
lock the related shares. If it is found that the Company has illegal of the
circumstances, the company promises that the lockout shares should be validity of
automatically used for the compensation for the relevant investors. (2) The the term
commitment to maintain the independence of the listed company. The commitment
Company and the companies, that are under direct or indirect control of the to the
Company, except Guangdong Expressway and its holding subsidiaries, have completion
increased their shares of Guangdong Expressway after the completion of the of the
major asset reorganization; however they will not damage the independence completion
of Guangdong Expressway . They will continue to be separated from of
Guangdong Expressway in assets, personnel, finance, organization and the
business and strictly abide by the relevant provisions on the independence of completion
listed companies of CSRC. They don’t illegally use Guangdong Expressway of the major
to provide guarantee, or occupy its capital so as to keep and maintain its asset
independence and safeguard the legitimate rights and interests of other restructuring.
shareholders of Guangdong Expressway . All losses will be borne by the
Company if it breaks the above commitments and causes losses to
Guangdong Expressway .
(1) The commitment to the authenticity, accuracy and completeness of the (1) a promise
information provided: The Company guarantees that there is no false, without a
misleading statement or major omission in the information disclosure and commitment
application documents for the major asset reorganization. If it is suspected period.
Guangdong Highway that there is false, misleading statement or major omission in the information (2) the date Fulfill the
Construction Co., Other disclosed or provided for the major asset reorganization, and it is investigated of the commitme
June 26,2015 nt normally
Ltd.,Guangdong Expressway commitment by the judiciary authorities or by CSRC, before the clear conclusion of the validity of
Co., Ltd. case is reached, the Company will suspend the transfer of shares of the term
Guangdong Expressway held by the Company, and within two business days commitment
upon receipt of the notice of filing a case and inspection, the written from the date
application for suspending the transfer and the stock account should be of this letter
submitted to the Board of Directors of Guangdong Expressway, and the of
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
Board of Directors of Guangdong Expressway, shall, on behalf of the commitment
Company, apply for the lockout towards Shenzhen Securities Exchange to the date of
(SSE) and Registration and Clearing Company; if the application for the the company
lockout is not submitted within two business days, after verification the no longer is
Board of Directors authorized by the Company will directly submits the the date of
Company’s identity and account information to the Registration and Clearing the
Company and apply for the lockout; if the Board of Directors fails to do so, controlling
the Securities Exchange and the Registration and Clearing Company will be shareholder
authorized to directly lock the related shares. If it is found that the Company of
has illegal circumstances, the Company promises that the lockout shares guangdong.
should be automatically used for the compensation for the relevant investors. (3) the date
(2) The commitment to maintain the independence of the listed company. The of the
Company and the companies, that are under direct or indirect control of the validity of
Company, except Guangdong Expressway and its subsidiaries, have increased the term
their shares of Guangdong Expressway after the completion of the major commitment
asset reorganization; however they will not damage the independence of to the
Guangdong Expressway. They will continue to be separated from Guangdong completion
Expressway in assets, personnel, finance, organization and business and of the
strictly abide by the relevant provisions on the independence of listed completion
companies of CSRC. They will not illegally use Guangdong Expressway to of
provide guarantee, or occupy its capital, and they will keep and maintain the the
its independence and safeguard the legitimate rights and interests of other completion
shareholders of it. (3)The company confirmed and guaranteed: 1, the of the major
company set up and effectively exist in accordance with the law of the
asset
enterprise, the company has an independent legal personality, independent of
restructuring.
the ability to assume legal responsibility. 2, as the commitment letter issued
by the Japanese, the company does not exist in the listed company acquisition
management approach \"the provisions of Article 6 of the acquisition of a
listed company may not be under any of the following circumstances: (1)
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
bears a relatively large amount of debt, due and outstanding, and in persistent
state; (2) in recent 3 years, have major violations or suspected of major
violations; (3) in recent 3 years, have severe stock market acts of dishonesty;
(4) the laws, administrative regulations and recognized by the CSRC shall not
purchase of Listed Companies in other circumstances. This commitment is
issued to the completion of the reorganization before, if the company does not
conform to the fact that these commitments, the company that will be
occurring in the facts, from within 3 days notice of Guangdong expressway,
otherwise it will bear incurred in the full legal responsibility.
Guangdong Communication Group Co., Ltd. and Guangzhu Section of
Jingzhu Expressway , Ltd. commit: within 10 working days after the closing
of the transferred equities of the Guangzhou Guangzhu Investment
Management Co., Ltd., the cash pooling of the Guangzhu Section of Jingzhu
Guangdong Communication Expressway Co., Ltd will be dispersed ( including: Guangdong
Group Co., Ltd., Jingzhu Other Transportation Group Co., Ltd., Guangzhu Section of Jingzhu Expressway August
2016-06-24 Completed
Expressway Guangzhu Section commitment Co., Ltd., and Industrial and Commercial Bank of China agree to terminate 26,2015
Co., Ltd. the Settlement Agreement on the Group Account Fund , Guangdong
Transportation Group Co., Ltd. and Guangzhu Section of Jingzhu
Expressway Co., Ltd. agree to terminate the Agreement on Settlement and
Credit Management System Service of Guangdong Transportation Group
Co., Ltd. ).
Guangdong Fokai Guangdong Expressway Co., Ltd. and Guangdong Fokai Expressway Co.,
ExpresswayCo., Other Ltd commit: within 30 working days after the effective date of the agreement December
2016-01-18 Completed
Ltd.,Guangdong Expressway commitment (December 7, 2015), the application for transfer procedures of the ownership 7,2015
Co., Ltd. of Heshan hostel shall be submitted to the relevant departments.
Guangdong Communication Group Co., Ltd. commits: within 3 years from
Fulfill the
Guangdong Communication Other the date of completion of the reorganized underlying asset transfer, in which January
June 14,2019 commitme
Group Co., Ltd. commitment Guangzhu Section of Jingzhu Highway Co., Ltd. shall hire professional 19,2016
nt normally
organizations to sort out and prepare the documents needed for the ownership
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Time of
Period of
Commitment Commitment maker Type Contents making Fulfillment
commitment
commitment
Commitment on share
reform
Commitment in the
acquisition report or
the report on equity
changes
registration and complete the ownership registration procedures within 1 year
for the relevant lands or real estates in Guangzhou and Zhuhai city for which
the Guangdong Fokai Expressway Co., Ltd and Guangzhu Section of Jingzhu
Expressway Co., Ltd. have not gone through the procedures of ownership
registration.
Guangdong Communication Group Co., Ltd. commits: for the lands, real Related land,
estates and allocated lands for which the Guangdong Fokai Expressway Co., real estate
Ltd. and Guangzhu Section of Jingzhu Expressway Co., Ltd. have not gone management
through the procedures of ownership registration (1) the property rights of the authority Fulfill the
Guangdong Communication Other above-mentioned lands are clear, and can be legally used by the target January certificate or commitme
Group Co., Ltd. commitment company; (2) assist or ask the Guangdong Highway Co., Ltd. and Guangdong 19,2016 related land nt normally
Highway Construction Co., Ltd to assist in conducting the ownership to complete
registration of the real estates; (3) the land can continue to be used unscathed the transfer
before the ownership registration; (4) once losses arise, bear the losses of procedures
Guangdong Expressway according to its shareholding ratio. of the day.
Commitments made
upon first issuance or
refinance
Equity incentive
commitment
Other commitments
made to minority
shareholders
Completed on
Yes
time(Y/N)
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
2.The existence of the company's assets or projects earnings forecasts and earnings reporting period is still
in the forecast period, the company has assets or projects meet the original profit forecast made and the
reasons explained
√Applicable □Not applicable
Asset or Project
Start date of End date of the
Name of Forecast Actual Reason for less Disclosure date Reference for
the forecasting forecasting
Earnings earnings earnings than forecast of the Forecast the Forecast
period period
Forecast
www.cninfi.co
m.cn .
Announcement
Guangfo
December on matters
Expressway Co., January 1,2016 25,069.73 28,616.55 Not applicable July 7,2016
31,2018 related to
Ltd.
major asset
restructuring
commitments
www.cninfi.co
Guangzhou m.cn .
Guangzhu Announcement
Traffic December on matters
January 1,2016 23,036.06 27,177.59 Not applicable July 7,2016
Investment 31,2018 related to
Management major asset
Co., Ltd. restructuring
commitments
The commitments of the operating earnings made by the company’s shareholder and relevant transaction parties
□ Applicable √ Not applicable
IV.Particulars about the non-operating occupation of funds by the controlling shareholder
□ Applicable √ Not applicable
Nil
V.Explanation of the Supervisory Committee and Independent Directors (If applicable)on the Qualified
Auditor’s Report Issued by the CPAs.
□ Applicable √ Not applicable
Nil
VI.Explain change of the accounting policy, accounting estimate and measurement methods as compared
with the financial reporting of last year.
□ Applicable √ Not applicable
Nil
VII.Explain retrospective restatement due to correction of significant accounting errors in the reporting
period
□Applicable √ Not applicable
Nil
VIII.Explain change of the consolidation scope as compared with the financial reporting of last year.
√Applicable □Not applicable
In 2016, the company had four subsidiaries included into the merger scope, the consolidated financial
statement scope covers more than 1 subsidiary compared with that of the previous period due to the enterprise
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
merger under the same control and see the “Article XI Financial Report No. 8 the consolidated statement scope
change” and “Article XI Financial Report No. 9 equities in other main bodies” for details.
IX. Engagement/Disengagement of CPAs
CPAs currently engaged
Name of the domestic CPAs Zhengzhong Zhujiang Certified Public Accountants Co., Ltd.
Remuneration for domestic accounting firm
(RMB’0000)
Successive years of the domestic CPAs offering
auditing services
Names of the certified public accountants from the
Feng Kuncong,Xu Jihong
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
1.2015 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 2016. The audit fee
shall be less than RMB 0.30 million.
2. For the item of major assets, the company employed CITIC Securities Company Limited as the Financial
Consultant and issue shares of the sponsor. The company has been paid financial advisory underwriting fee of
RMB 16.5 million in 2016.
X.Situation of Facing Listing Suspension and Listing Termination after the Disclosure of the Yearly Report
□Applicable √ Not applicable
XI.Relevant Matters of Bankruptcy Reorganization
□Applicable √ Not applicable
Nil
XII.Matters of Important Lawsuit and Arbitration
□Applicable √ Not applicable
Nil
XIII.Situation of Punishment and Rectification
□Applicable √ Not applicable
Nil
XIV.Credit Condition of the Company and its Controlling Shareholders and Actual Controllers
□Applicable √ Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
XV.Implementation Situation of Stock Incentive Plan of the Company, Employee Stock Ownership Plan or
Other Employee Incentive Measures
□Applicable √ Not applicable
Nil
XVI.Material related transactions
1. Related transactions in connection with daily operation
□Applicable √ Not applicable
Nil
2. Related-party transactions arising from asset acquisition or sale
□Applicable √ Not applicable
Nil
3. Related-party transitions with joint investments
□Applicable √ Not applicable
Nil
4. Credits and liabilities with related parties
□Applicable √ Not applicable
Nil
5. Other significant related-party transactions
√Applicable □ Not applicable
The Company’s issue of shares and cash to buy assets and raise matching funds and related transactions were
examined and adopted by the Company’s 18th , 20th, 23th and 25th (provisional) meeting of the 7th board of
directors as well as the 2rd provisional shareholder’s meeting. The issue of shares and cash to buy assets and the
matching funds raising, the 2 parts which are divided in this transaction.
(1)Issue of Share and Cash to Buy Asset
The Company planned to purchase the 25% stock rights of Fokai Co., Ltd. which is held by Guangdong
Provincial Expressway Co., Ltd.(hereinafter referred to as “Provincial Expressway”) with issue of A shares and
cash to buy ; The Company planned to purchase the 100% stock rights of Guangzhu Co., Ltd. which is held by
Guangdong Provincial Highway Construction Co., Ltd.(hereinafter referred to as “Construction Company”) with
issue of A shares and cash to buy, and planned to purchase the creditor’s rights of Guangzhu East Co., Ltd. from
the Construction Company with cash to buy.
(2)Raise of Matching Funds
on Asian Union Investment Co., Ltd., Tibet Yingyue Investment and Management Co., Ltd., and GF
Securities Co., Ltd. to raise matching funds which is to used for the payment of this transaction’s partial cash
consideration and transaction tax as well as supplementing the cash flow of listed company, of which the raised
matching funds’ amount shall not be over 1650 million RMB and 100% transaction price of the asset planned to
buy
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
On January 14, 2016, the Company received the notice from CSRC. After being examined by the 4th working
conference in 2016 of Merger and Reorganization Committee held by Merger and Reorganization Audit
Committee for Listed Companies of CRSC on January 14, 2016, the Company’s issue of shares and cash to buy
assets and raise matching funds and related transactions was adopted conditionally.
The company received the China Securities Regulatory Commission, \"the approval of Guangdong Provincial
Expressway Development Co., Ltd. issued shares to Guangdong Expressway Co., Ltd. to buy assets and raise
matching funds of approval\" on February 5, 2016 (Commission license [2016 ] No. 230).
On June 17, 2016, the Company completed the transfer procedures of the underlying assets purchased by the
Company in this major asset reorganization.
On July 8, 2016, the Company completed the issuance of new shares and the going public work in this major
asset reorganization.
The website to disclose the interim announcements on significant related-party transactions
Date of disclosing provisional Description of the website for disclosing
Description of provisional announcement
announcement provisional announcements
Announcement of the 18th (Provisional) July 1,2015 www.cninfo.com.cn
Meeting of the seventh20th (Provisional)
Announcement of the Board of Directors August 28,2015 www.cninfo.com.cn
Meeting of the seventh Board of Directors
Announcement of Resolutions of the Second September 5,2016 www.cninfo.com.cn
provisional shareholders' general meeting
Announcement of the 23th (Provisional) December 10,2015 www.cninfo.com.cn
Meeting of the seventh Board of Directors
Announcement of the 25th (Provisional) December 31,2015 www.cninfo.com.cn
Board of Significant January 15,2016
Meeting of the seventhCompany’sDirectors
Announcement on the www.cninfo.com.cn
Asset Reorganization Adopted by Mergers and
Announcement regarding company's major February 6,2016 www.cninfo.com.cn
Acquisitions Committee of CSRC and Trade
by asset
asset reorganization approvedmajorthe China
Announcement regarding a August 17,2016 www.cninfo.com.cn
Resumption
Securities Regulatory completed
restructuring transfer Commission
Issue of shares and cash to buy assets and raise
matching funds of non-public issuance Report
July 7,2016 www.cninfo.com.cn
and the listing announcement of the Related
Transaction
XVII.Particulars about significant contracts and their fulfillment
1. Particulars about trusteeship, contract and lease
(1) Trusteeship
□Applicable √ Not applicable
Nil
(2) Contract
□ Applicable √ Not applicable
Nil
(3) Lease
□Applicable √ Not applicable
Nil
2.Guarantees
√Applicable□Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
（1）Guarantees
In RMB’0000
Guarantee of the Company for the controlling subsidiaries (Exclude controlled subsidiaries)
Relevant
Date of Guarantee
disclosure Complete
happening Actual for
Name of the date/No. of Amount of Guarantee Guarantee implement
(Date of mount of associated
Company the Guarantee type term ation
signing guarantee parties
guaranteed or not
agreement) (Yes or no)
amount
Guangdong September
Communication May 11,2012 150,000 May 31,2013 150,000 Martgage 25,2012 to No Yes
Group Co.,Ltd July 25,2021
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
Relevant
Date of Complete Guarantee
disclosure
Name of the Amount happening Actual implementat for
date/No. of Guarantee Guarantee
Company of (Date o mount of ion associated
the type term
guaranteed guarantee signing guarantee or parties
guaranteed
agreement) not (Yes or no)
amount
Guarantee of the subsidiaries for the controlling subsidiaries
Relevant
Date of Complete Guarantee
disclosure
Name of the Amount happening Actual implementat for
date/No. of Guarantee Guarantee
Company of (Date o mount of ion associated
the type term
guaranteed guarantee signing guarantee or parties
guaranteed
agreement) not (Yes or no)
amount
Total of Company’s guarantee（namely total of the large three aforementioned）
Total of guarantee at Period-end Total of actual guarantee at
150,000 150,000
（A3+B3+C3） Period-end （A4+B4+C4）
The proportion of the total amount of actually guarantee in the
18.10%
net assets of the Company(that is A4+B4+C4)
Including
Amount of guarantee for shareholders, actual controller and its
150,000
associated parties（D）
Total guarantee Amount of the abovementioned guarantees
150,000
（D+E+F）
Description of the guarantee with complex method
Nil
（2）Illegal external guarantee
□ Applicable √ Not applicable
Nil
3.Situation of Entrusting Others for Managing Spot Asset
(1)Situation of Entrusted Finance
□ Applicable √ Not applicable
Nil
（2）Situation of Entrusted Loans
□ Applicable √ Not applicable
Nil
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
4. Other significant contract
√Applicable □ Not applicable
The contract
The contract
involves the Evaluate Whether
name of the involves the Evaluation As at the
Contract The subject Date of carrying the base Transaction it is
other party valuation of agency connection end of the Disclosur Disclosur
Company of the contract amount of date Pricing principles price related to
who enter the asset name relation reporting e date e index
Name contract signing the asset (if (million) the
the Contract (million) (if (if any) period
(million) (if any) transaction
any)
any)
The non-public offering of the base date for the resolution of the board of
directors, the issuance of non-public offering price of 20 trading days
before the benchmark price of 90% of the company's stock trading price,
the issue price of RMB14.57 per A shall, within 6 months after receiving Guoyuan
The number the approval document of the non-public offering of the CSRC, if the Securities
of subscription price determined in accordance with the provisions of this Co., Ltd.
Guangdong
non-public Agreement is higher than or equal to the issuance period of the non-public non-public
Provincial
Guoyuan offering of offering before the first day of the 20th trading day Party A The Company issuance has
Expressway July 7th July 8th www.cninf
Securities Guoyuan Nil shall send a notice of payment to the issuer of this non-public offering, and 799.9999 No Nil not yet been
Developme 2016 2016 i.com.cn
Co., Ltd Securities Party A shall initiate the issuance work; if the subscription price approved by
nt Company
was determined by agreement under this Agreement is less than this Non-public the China
Ltd.,Co.
54,907,343 offering of the first day of the first 20 trading days A shares of the average Securities
shares price of 70 shares of the stock trading, then the non-public offering price Regulatory
adjustment for the non-public offering of the first day of the first 20 trading Commission
day Side A shares of the average price of 70% of the stock; at the same
time, the issuer to the original subscription amount based on the number of
shares to recalculate.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
XVIII.Social responsibility
1. Execution of social responsibility of targeted poverty alleviation
□ Applicable √ Not applicable
2. Execution of other social responsibility
In 2016, the expressway toll-free policy for small-sized passenger cars with less than 7 seats for main
holidays, intermittent free-charge release and green-channel preferential policy were still executed, Guangfo
company, Fokai company and Guangzhudong company have completed each safety and smooth traffic task
successfully based on the thorough understanding, complete personnel dispatching, duties performance and
measures implementation.
1. Several measures are implemented synchronously to provide drivers and the public with the smooth,
convenient, comfortable and safe driving environment and build the harmonious relationship between vehicles
and roads jointly. The company is located in Guangfo and Fokai sections among Pearl River Delta developed zone,
in which, the traffic flow is large and the charging squares and lanes resources are limited due to the limitation of
the previous infrastructure construction scale. Then, with the influence of the north-ring expressway as well as
Gonghe-Siqian bottleneck-type section, the congestion and slow traffic become normal. The traffic flow peak in
holidays lasts long with strong directionality and plenty of emergencies and therefore the vehicle free toll in
holidays catches high social attention. Each toll-station lanes are reconstructed with the whole-weighing-platform
weighing equipment, which results in the larger pressure of the smooth traffic guarantee by stations. In light of
such condition, the company motivated through organization the section companies to perfect and detail the
smooth traffic guarantee working schemes continuously, summarize previous experience, conduct emergency
exercises and make the production line exercise various smooth-traffic measures skillfully on one hand; on the
other hand strengthen the service consciousness and conduct the business and civilized service trainings. Through
efforts of all parties, the section for the company is free from artificial vehicle congestion and mass incidents for
the whole year with the complaints limited to zero, through which, the safety and reliability of the expressway
traffic environment were guaranteed.
2. Respond positively to the governmental policies, provide preferential, deduction and exemption policies
per laws and reduce the cost of enterprise transportation and the masses travel.
Listed company and its subsidiary belongs to the key pollution enterprise listed by Department of Environmental
Protection
Not applicable
Whether the social responsibility report released
□Yes √ No
XIX. Explanation on other significant events
□ Appliable √Not applicable
Nil。
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
XX. Significant event of subsidiary of the Company
√ Applicable □Not applicable
1.On June 24, 2013, Guangdong Provincial Department of Transportation held a Teleconference on Speeding
up the Special Clean-up of the Toll Roads, and issued a Notice on Matters Related to the Acceleration of the
Special Clean-up of the Toll Roads (Yue Jiao Ming Dian [2013] No. 56) text. According to which, the National
Road 325 Jiujiang Bridge of the Company’s subsidiary — Jiujiang Bridge Branch of Guangdong Fokai
Expressway-- stopped charging tolls since 24 pm on June 30, 2013.
Subsequently, the Company submitted the application for compensation to relevant government departments.
The relevant government authorities have approved that the loss caused by the early termination of the toll of
Jiujiang Bridge is RMB 140,765,667.68, and it is planned to be included in the state-owned capital budget for
three consecutive years from 2015 (the Company did not receive an official document approval).
In September 2015, Guangdong Fokai Co., Ltd received RMB 20 million for the compensation of the early
termination of the toll of Jiujiang Bridge; on June 16, 2016, Guangdong Fokai Co., Ltd received RMB 60.77
million as compensation, which is included in the non-operating income, and increased the net profit of RMB
45.5775 million attributable to shareholders of listed companies of the Company from January to December in
2016, accounting for 4.55% of the net profit of RMB 1001.2059 millon attributable to shareholders of listed
companies.
2. The People’s Government of Guangdong issued on June 3, 2016 Guangdong People’s Government Reply
to Charging Period of Guangfo Expressway Reconstruction and Extension Project (YFH[2016] No.156) and
agreed and verified that the charging period for Guangfo expressway reconstruction and extension project would
be from the date opening to traffic to December 7, 2021.
3. The first extraordinary general meeting of the company in 2016 deliberated the Proposal about
Investment Increase in Guangdong Fokai Expressway Co., Ltd. for Reconstruction and Extension Project of
Sanbao-Shuikou Section in Shenyang-Haikou National Expressway and agreed that:
(1) Guangdong Fokai Expressway Co., Ltd., as the wholly-owned subsidiary thereof, would, based on the
total investment amount approved by relevant governmental sector, invest in construction of the reconstruction
and extension project of Sanbao-Shuikou Section in Shenyang-Haikou National Expressway.
(2) The company itself would increase the investment in Guangdong Fokai Expressway Co., Ltd. for
construction of the reconstruction and extension project of Sanbao-Shuikou Section in Shenyang-Haikou National
Expressway. The increased investment amount of the company will be subject to the total investment amount
approved and replied by relevant governmental sector and 35% of the capital fund contribution ratio.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
VI. Change of share capital and shareholding of Principal Shareholders
I. Changes in share capital
1. Changes in share capital
In Shares
Before the change Increase/decrease（+，-） After the Change
Amount Proportion Capitalization
Share Bonus
of common Other Subtotal Quantity Proportion
allotment shares
reserve fund
1.Shares with conditional
439,698,752 34.98% 833,688,378 5,767 833,694,145 1,273,392,897 60.90%
subscription
1.State-owned shares 409,977,151 32.61% 409,977,151 19.61%
2.State-owned legal
21,712,738 1.73% 499,680,283 499,680,283 521,393,021 24.94%
person shares
3.Other domestic shares 8,008,863 0.64% 334,008,095 5,767 334,013,862 342,022,725 16.35%
Including ：Domestic
7,352,867 0.59% 334,008,095 -100,021 333,908,074 341,260,941 16.32%
Legal person shares
Domestic natural person
655,996 0.05% 105,788 105,788 761,784 0.03%
shares
II.Shares with
817,418,996 65.02% -5,767 -5,767 817,413,229 39.10%
unconditional subscription
1.Common shares in
468,668,996 37.28% -5,767 -5,767 468,663,229 22.42%
RMB
2.Foreign shares in
348,750,000 27.74% 348,750,000 16.68%
domestic market
III. Total of capital shares 1,257,117,748 100.00% 833,688,378 0 833,688,378 2,090,806,126 100.00%
Reasons for share changed
√ Applicable □Not applicable
1. Guangdong Expressway Co., Ltd. and Guangdong Highway Construction Co., Ltd. increase separately
33,355,263 shares and 466,325,020 shares with sales conditions limitation. Tibet Yingyue Investment
Management Co., Ltd., Yadong Fuxing Yalian Investment Co., Ltd. and GF Securities increase separately
101,214,574 shares, 202,429,149 shares and 30,364,372 shares with sales conditions limitation. See “Article VI
Shares change and shareholders conditions No. 2 securities insurance and listing conditions” for details.
2. The “legal person shareholding at domestic” of 100,021 shares with sales conditions limitation is changed
into “ natural person shareholding at domestic ” of shares with sales conditions limitation. Mr.Xiao Laijiu
because of job transfer ,8,455 unrestricted negotiable shares held by him were approval of change of shares. He
was leaving for more than six months
3. Ms.Tu Huiling because of Retire ,14,222 unrestricted negotiable shares held by him were transferred into frozen
shares for senior executives.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Approval of Change of Shares
√Applicable □Not applicable
Pursuant to the approval of the China Securities Regulatory Commission (\"CSRC\") approved the approval of
the Guangdong Provincial Expressway Development Co., Ltd. to purchase shares from the Guangdong Provincial
Expressway Co., Ltd. and raise funds for matching funds (CSRC Permit No. 2016) No. 230) The Company issued
833,688,378 shares to Guangdong Expressway Co., Ltd., Guangdong Provincial Expressway Construction Co.,
Ltd., Tibet Shengyue Investment Management Co., Ltd., Yadong Fosun Asia Investment Co., Ltd. and Guangfa
Securities Co., Ltd. through non-public offering 2,090,806,126 shares.
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
In 2016 the company implemented a major asset restructuring, the increase in shares in 2015 basic earnings
per share of RMB 0.02, an increase of diluted earnings per share of RMB 0.02, attributable to ordinary
shareholders of the company's net assets per share of RMB0.47, please refer to the \"sixth Section of the shares of
the changes and the situation of the two shareholders, securities issuance and listing situation.
Other information as the Company considers necessary to be disclosed or demanded by the securities regulatory
authority for disclosing.
□Applicable √ Not applicable
2. Change of shares with limited sales condition
√ Applicable □ Not applicable
In Shares
Number of
Number of Restricted Shares Date of
Initial Restricted Increased Reason for
Shareholder Name Unrestricted in the End of the Restriction
Shares Restricted Shares Restricted Shares
Shares This Term Term Removal
This Term
Guangdong
Highway SEO and make
0 466,325,020 466,325,020 July 8,2019
Construction Co., commiment
Ltd,
Yadong Fuxing
SEO and make
Yalian Investment 0 202,429,149 202,429,149 July 8,2019
commiment
Co., Ltd.
Tibet Yingyue
Investment SEO and make
0 101,214,574 101,214,574 July8,2019
Management Co., commiment
Ltd.
The beginning of The number of
the sale is due to shares to be sold
share reform, at the beginning
Guangdong commitment to of the period is
Expressway Co., 19,582,228 33,355,263 52,937,491 the formation of expected to be
Ltd. the commitment lifted in 2017.
period has not yet The increase in
completed the the number of
restrictions; restricted shares
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
The increase in for the period is
sales due to the limited to July 8,
increase in the 2019
current
commitment to
participate in
additional
commitments
Guangfa Securities SEO and make
0 30,364,372 30,364,372 July 8,2019
Co., Ltd. commiment
Executives
Tu Huiling 42,665 14,222 56,887 January 2017
locked shares
Executives
Xiao Laijiu 8,445 8,445 0 April 2016
locked shares
Total 19,633,338 8,445 833,702,600 853,327,493 -- --
II. Securities issue and listing
1.Explanation of the Situation of the Security Issue(No Preferred Shares) in the Report Period
√ Applicable □ Not applicable
Description of
Issuing
stock and its Quantity approved Expiration date of
Issuing date price(Or Issuing quantity Listing date
Derivative for listing transaction
interest rate)
securities
Stocks
Guangdong
July 7,2016 4.94 833,688,378 shares July 8,2016 833,688,378 shares
Expressway A
Convertible Corporate Bonds, Detachable Convertible Bond and Corporate Bonds
Other derivative securities
Notes
The Company in June 2016 began to issue shares and use cash to purchase assets and raise counterpart funds
and connected transactions, it purchased 25% equity of Fokai Company held by the Guangdong Highway by
issuing 33,355,263 A-shares and paying cash; it purchased 100% equity of Guangzhu Transportation held by the
Construction Company by issuing 466,325,020 A-shares; it purchased the debts to Guangzhu East Company held
by the Construction Company by paying cash.
Meanwhile, the Company issued 202,429,149 A shares, 101,214,574 A shares and 30,364,372 A shares
towards Yadong Fuxing Yalian, Tibet Yingyue and GF Securities respectively to raise counterpart funds for part of
the cash payment and taxes of the transaction, as well as to supplement the listed company’s working capital.
The Company completed the registration, issuance and going public work of the above-mentioned shares on
July 8, 2016, the Company’s total number of shares is 2,090,806,126.
2.Change of asset and liability structure caused by change of total capital shares and structure
√ Applicable □ Not applicable
3.About the existing employees’ shares
□Applicable√Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
II. Shareholders and actual controlling shareholder
1. Number of shareholders and shareholding
In Share
Total number of Total
common Total shareholders at the The total number of pref preferred shareholders
shareholders at the end of the month from erred shareholders voting at the end of the month
64,783 61,994 0
end of the the date of disclosing the rights restored at period- from the date of
annual report end (if any) disclosing the annual
reporting period
report(if any)
Particulars about shares held above 5% by shareholders or top ten shareholders
Proportion of Amount of Amount of Number os share pledged/frozen
Shareholders Number of shares held at Changes in
Nuture of shareholder shares held restricted shares un-restricted
period -end reporting period
（%） held shares held State of share Amount
Guangdong
Communication Group State-owned legal person 24.55% 513,356,893 0 409,977,151 103,379,742
Co.,Ltd
Guangdong Highway
State-owned legal person 22.30% 466,325,020 466,325,020 466,325,020
Construction Co., Ltd,
Domestic non
Yadong Fuxing Yalian
State-owned 9.68% 202,429,149 202,429,149 202,429,149 Pledge 202,429,000
Investment Co., Ltd.
Legal person
Domestic non
Tibet Yingyue Investment
State-owned 4.84% 101,214,574 101,214,574 101,214,574
Management Co., Ltd.
Legal person
Guangdong Expressway
State-owned legal person 2.53% 52,937,491 33,355,263 52,937,491
Co., Ltd.
Guangfa Securities Co., Domestic non
1.45% 30,364,372 30,364,372 30,364,372
Ltd. State-owned
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Legal person
Domestic natural person
Feng Wuchu 1.05% 21,936,282 2,276,973
shares
Domestic non
Haerbin Hali Industrial
State-owned 0.71% 14,850,682
Co., Ltd.
Legal person
PERSHING LLC Foreign legal person 0.70% 14,612,262 14,612,262
Bank of Communications
－Hybrid securities
Other 0.65% 13,522,170 13,522,170
investment fund in Huaan
strategy optimization
Guangdong Provincial Highway Construction Co., Ltd., Guangdong Province Expressway Co., Ltd., Guangdong Provincial Highway
Strategy investors or general legal person becomes Construction Co., Ltd., Yadong Fosun Asia Investment Co., Ltd., Tibet Yingyue Investment Management Co., Ltd., Guangfa Securities Co.,
top 10 shareholders due to rights issued (if any) Ltd. Due to additional holdings, The shares were 466,325,020 shares, 202,429,149 shares, 101,214,574 shares, 33,355,263 shares,
30,364,372 shares, totaling 833,688,378 shares. The holding period is: July 8, 2016 to July 8, 2019.
Guangdong Communication Group Co., Ltd. is the parent company of Guangdong Expressway Co., Ltd. and Guangdong Highway
Explanation on associated relationship among the Construction Co., Ltd.. It is unknown whether there is relationship between other shareholders and whether they are persons taking
aforesaid shareholders concerted action specified in the Regulations on Disclosure of Information about Change in Shareholding of Shareholders of Listed
Companies.
Shareholding of top 10 shareholders of unrestricted shares
Share type
Name of the shareholder Quantity of unrestricted shares held at the end of the reporting period
Share type Quantity
Guangdong Communication Group Co.,Ltd 103,379,742 RMB Common shares 103,379,742
RMB Common shares 20,029,694
Feng Wuchu 21,936,282 Foreign shares placed
1,906,588
in domestic exchange
Haerbin Hali Industrial Co., Ltd. 14,850,682 RMB Common shares 14,850,682
Foreign shares placed
PERSHING LLC 14,612,262 14,612,262
in domestic exchange
Bank of Communications－Hybrid securities
13,522,170 RMB Common shares 13,522,170
investment fund in Huaan strategy optimization
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Foreign shares placed
Xinyue Co., Ltd. 13,201,086 13,201,086
in domestic exchange
ICBC－CCB preferred growth hybrid securities
12,082,171 RMB Common shares 12,082,171
investment fund
GUOTAI JUNAN SECURITIES(HONGKONG) Foreign shares placed
10,691,068 10,691,068
LIMITED in domestic exchange
Foreign shares placed
MATTHEWS CHINA DIVIDEND FUND 7,861,881 7,861,881
in domestic exchange
BBH A/C VANGUARD EMERGING MARKETS Foreign shares placed
6,541,331 6,541,331
STOCK INDEX FUND in domestic exchange
Explanation on associated relationship or consistent
Guangdong Communication Group Co., Ltd. is the parent company of Xinyue Co., Ltd.. It is unknown whether there is relationship
action among the top 10 shareholders of
between other shareholders and whether they are persons taking concerted action specified in the Regulations on Disclosure of Information
non-restricted negotiable shares and that between
about Change in Shareholding of Shareholders of Listed Companies.
the top 10 shareholders of non-restricted negotiable
shares and top 10 shareholders
Notes to the shareholders involved in financing Harbin Hali Industry Co., Ltd. holds 14,849,774 A shares of the Company through stock account with credit transaction and guarantee and
securities (if any) holds 908 A shares through ordinary stock account. hold 14,850,682 shares of the Company's stock totally.
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy –back agreement dealing in reporting
period.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
2.Controlling shareholder
Nature of Controlling Shareholders: Local state holding
Type of Controlling Shareholders:Legal person
Name of the Legal
Date of
Controlling representative/ Organization code Principal business activities
incorporation
shareholder Leader
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,
Guangdong operation and management, traffic infrastructure
Communication Deng Xiaohua June 23,2000 91440000723838552J construction, highway and railway project operation and
Group Co., Ltd. relevant industries, technological development,
application, consultation and services, highway and
railway passenger and cargo transport, ship industry,
relevant overseas businesses; Value added
telecommunication services.
Equity in other
domestic and
foreign listed
companies held
by the
Guangdong Communication Group Co., Ltd. holds 34.06% equity of Guangdong Nanyue Logistics Co., Ltd., a
controlling
company listing H shares.
shareholder by
means of control
and mutual
shareholding in
the reporting
period
Changes of contrulling shareholder in reporting period
□ Applicable √ Not applicable
No changes of controlling shareholder for the Company in reporting period.
3 Information about the controlling shareholder of the Company
Actual controller nature：Local state owned assets management
Actual controller type：Legal person
Legal
Name of the actual Date of Organization
representative Principal business activities
controller incorporation code
/Leader
State-owned Assets
As an ad hoc body directly under the Guangdong Provincial
supervision and
People's Government, commissioned by the provincial
administration
Li Cheng June 26,2004 Not learn government to fulfill the State-owned asset investor,
Commission of
regulatory enterprises to implement the rights, obligations and
Guangdong Provincial
responsibilities, pipe asset control and people management.
People’s Government
Equity of other As an ad hoc body directly under the Guangdong Provincial People's Government, commissioned by the
domestic/foreign listed provincial government to fulfill the State-owned asset investor, regulatory enterprises to implement the
company with share rights, obligations and responsibilities, pipe asset control and people management.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
controlling and share
participation by
controlling
shareholder in
reporting period
Changes of controlling shareholder in reporting period
□ Applicable √ Not applicable
No changes of controlling shareholder for the Company in reporting period
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
4.Particulars about other legal person shareholders with over 10% shareheld
√ Applicable □Not applicable
Legal person/person in Date of Main operation business or
Legal person shareholder Register capital
charge of the unit foundation management activities
Construction,
Guangdong Highway Construction RMB 7832.8982 construction and equipment;
Tong Degong April 16,1987
Co., Ltd. million vehicle rescue services
(operated by the branch).
5.Situation of Share Limitation Reduction of Controlling Shareholders, Actual Controllers, Restructuring
Party and Other Commitment Subjects
□Applicable √Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
VII. Situation of the Preferred Shares
□Applicable √Not applicable
The Company had no preferred shares in the reporting period.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
VIII. Information about Directors, Supervisors and Senior Executives
I. Change ein shares held by directors, supervisors and senior executives
Amount of Amount of
Shares Other Shares held at
shares shares
Office Starting date Expiry date of held at the changes the
Name Positions Sex Age increased at decreased at
status of tenure tenure year-begin increase/ year-gegin
the reporting the reporting
(share) decrease (share)
period(share) period(share)
Zheng Board
In office Male 47 July 21,2016 July 21,2019
Renfa Chairman
Director,
Wang
General In office Male 52 July 21,2016 July 21,2019
Chunhua
Manager
Wang Director ,Chie
In office Female 52 July 21,2016 July 21,2019 3,500 3,500
Ping f Engineer
Fang Zhi Director, CFO In office Male 53 July 21,2016 July 21,2019
Ye
Yongchen Director In office Male 59 July 21,2016 July 21,2019
g
Du Jun Director In office Male 51 July 21,2016 July 21,2019
Liu
Director In office Male 44 July 21,2016 July 21,2019
Weimin
Cao Yu Director In office Male 31 July 21,2016 July 21,2019 0 150,000 150,000
Huang
Director In office Male 41 July 21,2016 July 21,2019
Hai
Tang
Independent December
Qing In office Male 56 July 21,2016
director 7,2017
Quan
Xiao Independent
In office Female 58 July 21,2016 April 15,2019
Duan director
Gu Independent
In office Male 51 July 21,2016 July 21,2019
Naikang director
Bao Independent
In office Male 38 July 21,2016 July 21,2019
Fangzhou director
Peng Independent
In office Male 64 July 21,2016 July 21,2019
Xiaolei director
Chairman of
the
Ling Ping In office Female 53 July 21,2016 July 21,2019
Supervisory
Committee
Li
Supervisor In office Female 45 July 21,2016 July 21,2019
Haihong
Wu
Supervisor In office Male 49 July 21,2016 July 21,2019
Guangze
Li Mei Supervisor In office Female 47 July 21,2016 July 21,2019 123,205 123,205
Cao
Supervisor In office Female 48 July 21,2016 July 21,2019
Xiaoying
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Amount of Amount of
Shares Other Shares held at
shares shares
Office Starting date Expiry date of held at the changes the
Name Positions Sex Age increased at decreased at
status of tenure tenure year-begin increase/ year-gegin
the reporting the reporting
(share) decrease (share)
period(share) period(share)
Deputy
Chen
General In office Male 38 July 21,2016 July 21,2019
Wenmian
Manager
Deputy
Zuo Jiang General In office Female 44 July 21,2016 July 21,2019
Manager
Peng head of the
In office Female 54 July 21,2016 July 21,2019
Xiaofang internal audit
Chief
He Bing In office Female 49 July 21,2016 July 21,2019
Counselor
Liu Secretary to
In office Female 38 July 21,2016 July 21,2019
Xiaomei the Board
Zhu Board August
Dimission Male 52 July 21,2016
Zhanliang Chairman 12,2016
Chen
Director Dimission Female 52 April 16,2013 July 21,2016
Yanqing
Independent
Wang Pu Dimission Male 48 April 16,2013 July 21,2016
director
Independent
Feng Ke Dimission Male 45 April 16,2013 July 21,2016
director
Yang
Supervisor Dimission Female 38 April 16,2013 July 21,2016
Xiaohua
Total -- -- -- -- -- -- 126,705 150,000 0 0 276,705
II. Change in shares held by directors, supervisors and senior executives
III.Posts holding
Name Positions Types Date Reason
Zhu Zhanliang Board Chairman Dimission August 12,2016 Resigned
Departure on his
Chen Yanqing Director July 21,2016 Departure on his term
term
Independent Departure on his
Wang Pu July 21,2016 Departure on his term
director term
Independent Departure on his
Feng Ke July 21,2016 Departure on his term
director term
Departure on his
Yang Xiaohua Supervisor July 21,2016 Departure on his term
term
Work Experience in the past five years of Directors, supervisors and senior Executives in Current office
Mr. Zheng Renfa，He serves as Director, Master Degree,Senior economic engineer. From December 2005 to
January2013 ， He serves as Deputy Minister of Investment Management Department of Guangdong
Communication Group ， Since January 2013 ， He serves Minister of Investment Management Department of
Guangdong Communication Group, Since April 21,2014, He serves as Director of the Company. from August 15,
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
2016, the implementation of the duties of the Board of Directors and the legal representative of the duties. From
January 4, 2017, he was the chairman of the board of directors 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.Since October 2015, He served as General director of the Company.
Ms. Wang Ping, She serves as Director and Chief Engineer of the Company, bachelor's degree, professor of
Engineering, National registered cost engineer, Senior Economist. From February 2001 to April 2012, she
served as Minister of Infrastructure Management Department. From April 2012 , she served as chief engineer of
the Company, Since April 21, 2014, She serves as Director of the Comany.
Mr. Fangzhi , He serves as Director , Master Degree and Senior Accountant, He serves as associate director
and Deputy General Manager of Finance Center of Guangdong Communication Group, Since May 2015, He
served as Chief accountant of the Company, Since December 2015, He served as director and chief accountant of
the Company.
Mr. Ye Yongcheng, He serves as Director of the Company, Master's degree, senior engineer of the Road and
Bridge Group. Since June 2012, He served as general manager of Guangdong Expressway Co., Ltd. Since April
2013,He served as Director of the Company.
Mr. Du Jun, He serves as Director, Master's degree and bachelor's degree, senior engineer, He serves as
Deputy General Manager ,director and member of party committee of Guangdong Luqiao Construction
Development Co., Ltd.Since April 2016, He served as Deputy General Manager of Guangdong Highway
Construction Co., Ltd., Since July 21, He served as Director of the Company.
Mr. Liu Weimin, bachelor's degree, senior engineer, He serves as Deputy General Manager of Guangdong
Jiangzhong Expressway Co., Ltd., General Manager of Guangdong Jingzhu Expressway Guangzhu Bei Section
Co., Ltd., Since July 2014,He served as Deputy General Managerof Guangdong Jingzhu Expressway Guangzhu
Section Co., Ltd.,Since July 21, 2016, He served as Director of the Company.
Mr. Cao Yu, Master of Business Administration, since 2011 has served as Shanghai Fuxin high-tech (Group)
Co., Ltd. investment manager, deputy director of investment, investment director. From July 21, 2016, he is a
director of the Company.
Mr. Huang Hai, Master of Business Administration. Used to be Zhongshan Public Technology Co., Ltd.
securities manager and securities affairs representative. He is currently the Secretary of the Board of Directors of
Poly Real Estate, the Director of the Office of the Board of Directors and the Executive Director of Tibet Yinyue
Investment Management Co., Ltd. From July 21, 2016, he is a director of the Company.
Mr. Tang Qingquan, Independent directors of the Company, Certified Public Accountants of China (non -
practice). He is Zhongshan University School of Management professor of accounting, Doctor Degree, doctoral
tutor. Since June 2002, he has been Professor of Accounting Department of Zhongshan University School of
Management, and a member of the expert committee of Guangdong Provincial Situation Research and Research
Center. He is also a guest researcher. Since November 2011, he has been an 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 is also the independent director of Guangdong Tianhe
Agricultural materials Co., Ltd.Sice April 2013, She served as Dorector of the Company.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Mr. Bao Fangzhou, Independent director of the Company, Master of Law. Shanghai Jin Tiancheng Law Firm,
Senior Partner, 2008 - 2014 Former Independent Director of New Nanyang Co., Ltd. Since 2013, he has been an
independent director of Hubei Wushi Pharmaceutical Co., Ltd. since June 2016, Power Co., Ltd. Independent
Director. From July 21, 2016, he is an independent director of the Company.
Mr. Gu Naikang, Independent directors and doctorate degree of the Company. Since June 2004, he has been
a professor and doctoral tutor of Finance and Investment Department of Zhongshan University School of
Management. He is currently an independent director of Guangxi Guitang (Group) Co., Ltd., an independent
director of Zhubo Design Co., Ltd. , an independent director of Guangzhou Zhujiang Industrial Development Co.,
Ltd. and supervisor of Guangfa Securities Co., Ltd. From July 21, 2016, he is an independent director of the
Company.
Mr. Peng, Xiaolei, Independent director of the Company, Master of Economics, senior accountant
(professor level). Former Guangdong Province Guangye Asset Management Co., Ltd. Deputy General Manager,
Chief Accountant, March 2013 retired. From July 21, 2016, he is an independent director of the Company.
Ms.Ling Ping, he has served as chairman of the supervisory committee of the Company,bachelor degree,
Senior Accountant, Senior Economist, February 1996-January 2015, worked in Guangdong Provincial Highway
Construction Company, served as account, audit, deputy manager of audit Department, minister of the Audit
Department, Since January 2015, Worked at Guangdong Communication Group Co., Ltd., Currently serve as
Chairman of the exterior supervisory committee.Since March 2015, She served as Chairman of Board of
supervisor of the Company.
Ms. Li Xiaohong, Supervisors of the Company, bachelor degree, senior economist and road and bridge
engineer. Since October 2008, he has been working as a supervisory and auditing department of the Guangdong
Provincial Communications Group. From October 2008 to September 2012, he was appointed full-time supervisor
of Guangdong Expressway Co., Ltd., and since October 2012, Traffic Co., Ltd. and Guangdong Communications
Industrial Investment Co., Ltd. full-time supervisors. From July 21, 2016, he served as supervisor of the
Company.
Mr. Wu Guangze, the supervisor of the Company,,bachelor’s , MBA, Engineer, June 2011-December 2014，
in Guangdong Hualu Transportation Technology Co., Ltd., served as party secretary of the Discipline Committee,
the union president, director; December 2014 – present, in current company, serve as Vice secretary of Communist
Party, Secretary of Discipline Inspection Commission and Chairman of the Labor Union.Since March 2015, He
served as Supervisor of Board of supervisor of the Company.
Ms. Li Mei, Supervisors of the Company, bachelor degree and political engineer. Since April 1998, he has
been working in the Company. He has served as the deputy director of the office, the director of the office of the
party and the people, the third, fourth, fifth, sixth, seventh employee supervisor, general affairs minister and
discipline inspection committee. He is currently the vice chairman of the trade union of the Company and the
employee supervisor of the 8th Supervisory Committee.
Ms. Cao Xiaoying, Supervisors of the Company, bachelor's degree, bachelor's degree, senior economist,
deputy interpreter, senior human resource management division, senior corporate culture division. Since 2011 to
work in the Company, served as vice minister of human resources, minister. He is currently the minister of the
Party and the Communist Party of China and the employee supervisor of the 8th Supervisory Committee.
Mr. Chen Wenmian, Deputy general manager, bachelor's degree, Since January 2012, he served as the party
committee member and assistant general manager of the company. Since February 2013, He served as Deputy
General Manager of the Company.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Ms. Zuo Jiang, Deputy General Manager of the Company, Master of Economics, Senior Economist,
Qualified as Legal Adviser of the Enterprise, Secretary of the Board of Directors. He has been working in the
Company since 1994. He has been the Minister of Securities Affairs of the Company since 1999. He has been the
Secretary of the Board of Directors and Director of Securities Affairs Department since March 2006. From
October 2015 to July 2016, he was the Deputy General Manager and Secretary of the Board of Directors And
Minister of Securities Affairs. Since October 2015, he has been the Deputy General Manager 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.
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. Liu Xiaomei, The Secretary of the Board of the Company, Master's Degree, Senior Accountant, Certified
Public Accountant (Non-practicing). From January 2012 to July 2016, he was appointed as the Minister of
Financial Management of the Company. Since July 2016, he has been the Secretary of the Board of the Company,
the Minister of Securities Affairs and the Deputy
Office taking in shareholder companies
√Applicable □Not applicable
Does he /she receive
Names of the
Titles engaged in the Sharting date of Expiry date of remuneration or
persons in Names of the shareholders
shareholders office term office term allowance from the
office
shareholder
Minister of
Zheng Renfa Guangdong Communication Group Investment January 1,2013 Yes
Management Dept.
Ye Yongcheng Guangdong Expressway Co., Ltd General Manager June 1,2012 Yes
Guangdong Highway Construction Deputy General
Du Jun April 1,2016 Yes
Co., Ltd. Manager
Dispatched
Guangdong Communication Group chairman of the
Ling Ping January 1,2015 Yes
Co., Ltd. supervisory
committee
Guangdong Communication Group Full-time field
Li Haihong July 21,2016 Yes
Co., Ltd. supervisors
Offices taken in other organizations
√Applicable □Not applicable
Does he/she
Name of the receive
Titles engaged in the Starting date of Expiry date of
persons in Name of other organizations remuneration or
other organizations office term office term
office allowance from
other organization
School of Business Sun YAT-SEN Professor of
Tang Qingquan Yes
University Accounting
Tang Qingquan Guangzhou Jinyi Film & television Independent director Yes
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Co., Ltd.
The financial department of the Associate
Xiao Duan school ofeconomics of Jinan professor,Master’s Yes
University supervisor
Guangdong Tianhe Agricultural Independent
Xiao Duan Yes
materials Co., Ltd. director
Lawyer, Senior
Bao Fangzhou Shanghai Allbright law firm Yes
partner
Hubei Wushi Pharmaceutical Co.,
Bao Fangzhou Independent director Yes
Ltd.
Bao Fangzhou Laurel Power Co., Ltd. Independent director Yes
Finance and Investment ,School of Professor, doctoral
Wu Naikang Yes
Business Sun YAT-SEN University supervisor
Gu Naikang Guangxi Guitang（Group）Co., Ltd. Independent director Yes
Gu Naikang DongguanYuqiu Electronic Co., Ltd. Independent director Yes
Guangzhou Zhujiang Industry
Gu Naikang Independent director Yes
Development Co., Ltd.
Punishments to the current and leaving board directors, supervisors and senior managers during the report period
by securities regulators in the recent three years
□ Applicable √Not applicable
IV. 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 Eighth board of directors and supervisory committee was examined and
determined at the second provisional shareholders’ general meeting in 2016.The remuneration of the senior
executives is determined by the assets operation responsibility system in that year.
1. The directors of the Company and the controlling shareholder of the Company and its related parties, as
well as the directors of the Company, shall not receive the remuneration of the directors.
2. Directors who have not held other positions in the Company and the controlling shareholder of the
Company and its related parties are remunerated by the directors of the Company, and the standard is RMB 5,000
(tax included) per person per month. In addition, the expenses incurred by the independent directors at the board
of directors and the shareholders' general meeting and the expenses incurred in exercising their functions and
powers in accordance with the articles of association may be reimbursed in the company.
Remueration to directors, supervisors and senior executives in the reporting period
In RMB’0000
Total remuneration
Whether to get paid in the company
Name Positions Sex Age Office status received from the
related party
Company
Zheng Renfa Director Male 47 In Office 3.00 Yes
Director , Deputy
Wang Chunhua Male 52 In Office 54.54 No
General manage
Director, Chief
Fang Zhi Male 53 In Office 47.82 No
Accountant
Director, Chief
Wang Ping Female 52 In Office 46.04 No
Engineer
Ye Yongcheng Director Male 59 In Office 3.00 Yes
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Total remuneration
Whether to get paid in the company
Name Positions Sex Age Office status received from the
related party
Company
Du Jun Director Male 51 In Office 0 Yes
Liu Weimin Director Male 44 In Office 0 Yes
Caoyu Director Male 31 In Office 3.00 No
Huang Hai Director Male 41 In Office 3.00 No
Independent
Tang Qingquan Male 56 In Office 6.00 No
director
Independent
Xiao Duan Female 58 In Office 6.00 No
director
Independent
Gu Naikang Male 51 In Office 3.00 No
director
Independent
Bao Fangzhou Male 38 In Office 3.00 No
director
Independent
Peng Xiaolei Male 64 In Office 3.00 No
director
Chairman of the
Ling Ping Supervisory Female 52 In Office 3.00 Yes
Committee
Li Haihong Supervisor Female 45 In Office 0.00 Yes
Wu Guangze Supervisor Male 49 In Office 51.59 No
Li Mei Supervisor Female 47 In Office 42.79 No
Cao Xiaoying Supervisor Female 48 In Office 40.48 No
Deputy General
Chen Wenmian Male 38 In Office 45.97 No
Manager
Deputy General
Zuo Jiang Female 44 In Office 46.09 No
Manager
head of the
Peng Xiaofang Female 54 In Office 42.60 No
internal audit
Chief legal
He Bing Female 49 In Office 42.27 No
adviser
Secretary to the
Liu Xiaomei Female 38 In Office 42.50 No
Board
Zhu Zhanliang Board Chairman Male 52 Dimission 46.35 No
Chen Yanqing Director Female 52 Dimission 3.00 No
Independent
Feng Ke Male 45 Dimission 3.00 No
director
Independent
Wang Pu Male 48 Dimission 3.00 No
director
Yang Xiaohua Supervisor Female 38 Dimission 2.50 No
Total -- -- -- -- 596.54 --
Incentive equity to directors, supervisors or/and senior executives in the reporting period
□ Applicable √Not applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
V. Particulars about employees.
1.Number of staff, professional structure and educational background
Number of in-service staff of the parent company(person)
Number of in-service staff of the main subsidiaries(person) 2,136
The total number of the in-service staff(person) 2,241
The total number of staff receiving remuneration in the current
2,241
period(person)
Retired staff with charges paid by the parent company and main
subsidiaries (person)
Professional
Category Number of persons（person）
Management personnel
Toll collectors 1,337
Road service personnedl
Logistical personnedl
Total 2,241
Education
Category Number of persons（person）
Holders of master’s degree or obove
Graduates of regular university
Graduates of junior colleges 1,099
Other
Total 2,241
2. Remuneration policies
According to the company's overall development plan, to further establish and improve a variety of human
resource management system, strengthen the macro salary management, to maintain the level of salary market
competitiveness. Advocate salary and performance related, and constantly improve the performance appraisal
mechanism, personal performance appraisal approach, staff promotion system, to develop both incentive and
restrictive salary performance policy. Think highly of the establishment and perfection of welfare system, in
accordance with the relevant provisions of the state on time and in full for the full pay pension insurance, medical
insurance, work-related injury insurance, unemployment insurance, maternity insurance, housing provident fund
and other statutory benefits, comply with the provisions on working hours, rest and vacations, the establishment of
supplementary medical insurance, enterprise annuity and welfare system.
3.Training plan
Nil
4.Outsourcing situation
□ Applicable √ No Applicable
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
IX. Administrative structure
I. General situation
The Company strictly followed the requirement of laws and regulations in ,< the Securities
Law>,< Code of Corporate Governance for Listed Companies in China>, etc. and kept on
improving corporate governance structures, improving normative operation level. Company had stipulated rules
such as , rules of procedures in three meetings, working guide of special committee in
board of directors, working guide of general manager etc. and internal control system basically covering all
operating management such as company financial management, investment management, information disclosure,
related transaction, external guarantee, fund raising etc. All rules are well implemented.
In the report period, strictly following the relevant provisions of “Company Law”and “Regulations”, the
shareholder’s meeting of our bank effectively performed the functions. The board of directors is to be responsible
for the shareholder’s meeting, to take the ultimate responsibility for the bank’s operation and management and to
convene a meeting as well as performing the function and power according to legal procedure. In line with the
attitude which is responsible for all shareholders and keeping in close contact and communication with the board
of directors and the management, effectively performing functions and obligations of supervision.
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.
II. Independence and Completeness in business, personnel , assets, organization and finance
1. Independent business
The company mainly engaged in business is Guangfo Expressway, Fokai Expressway and Beijing-Zhuhai
Expressway Guangzhu section of the charges and maintenance work, investment in science and technology
industry and provide relevant advice.
it has invested in or holds Shenzhen Huiyan Expressway Co., Ltd., Guanghui Expressway Co., Ltd., Jiangzhong
Expressway Co., Ltd. , Zhaoqing Yuezhao Highway Co., Ltd., Ganzhou Kangda Expressway Co., Ltd ,Ganzhou
Gankang Expressway Co., Ltd., Guangdong Yueke Technology Micro Loan Co., Ltd. and Guangdong Guangle
Expressway 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
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
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.
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.
III. Horiontal Competitions
□ Applicable √ Not applicable
IV. Annual General Meeting and Extraordinary Shareholders’ Meetings in the Reporting Period
1.Annual General Meeting
Description of
Sessions Meeting Date Resolution Disclosure date Disclosure index
proposals
Annual Announcement of Resolutions of
2015 Shareholders’ general
Shareholders’ 43.92% April 28,2016 April 29,2016 the shareholders' general meeting
meeting
General Meeting in 2015.www.cninfo.com.cn
Announcement of Resolutions of
Provisional
The First provisional shareholders’ the First provisional shareholders'
shareholders’ 46.75% July 5,2016 July 6,2016
General meeting in 2016 general meeting in 2016.
General meeting
www.cninfo.com.cn
Announcement of Resolutions of
The Second provisional Provisional
the Second provisional
shareholders’ General meeting in shareholders’ 66.10% July 21,2016 July 22,2016
shareholders' general meeting in
2016 General meeting
2016. www.cninfo.com.cn
Announcement of Resolutions of
The Third provisional Provisional
the Third provisional shareholders'
shareholders’ General meeting in shareholders’ 55.89% August 4,2016 August 5,2016
general meeting in 2016.
2016 General meeting
www.cninfo.com.cn
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √Not applicable
V. Responsibility performance of independent directors in report period
1. The attending of independent directors to board meetings and shareholders’ general meeting
The attending of independent directors
Number of Failure to
Number of
Board meetings Number of personally attend
Independent Number of spot meetings Number of
necessary to be attendances by board meetings
Directors attendances attended by absence
attended in the representative successively
Communication
reporting period twice (Yes/No)
Tang Qingquan 11 3 8 0 0 No
Xiao Duan 11 3 8 0 0 No
Gu Naikang 5 1 4 0 0 No
Bao Fangzhou 5 1 4 0 0 No
Peng Xiaolei 5 1 4 0 0 No
Feng Ke 6 2 4 0 0 No
Wang Pu 6 2 4 0 0 No
Number of general meetings attended
by independent directors as non-voting
delegates
Notes to failure to personally attend Board Meetings Successively Twice
Nil
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 2016, 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.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
VI. 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 , Mr.Peng
Xiaolei and Mr.Fang Zhi. 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 2015, the audit committee carried out a series of work for the
annual audit of the Comopany for 2015, 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
progress report to the audit committee, reviewing the financial report for 2015 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. Bao Fangzhou, Ms.
Xiao Duan and Mr Huang Hai. 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 2015 and expressed auditing opinions and examined and adopted
the remuneration scheme and appraisal scheme for senior executives of the Company for 2016.
3.In the report period, The board of directors has an strategy committee composed of five directors. i.e., Mr.
Wang Chunhua, Mr. Tang Qingquan, Mr.Gu Naikang, Mr.Bao Fangzhou .
Strategy Committee will strengthen the company's strategic direction, strategic planning, research, and supervise
the implementation of corporate strategies, provide timely advice to the Board decisions on strategic development.
VII. 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
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.
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
IX.Internal Control
I. Specific situations on major defects of internal control discovered during report period
□ Yes √ No
II. Self-evaluation report on internal control
Disclosure date of appraisal report on internal control March 29,2017
Disclosure index of appraisal report on internal control www.cninfo.com.cn
The ratio of the total assets of units included in the
scope of evaluation accounting for the total assets on 100.00%
the company's consolidated financial statements
The ratio of the operating income of units included in
the scope of evaluation accounting for the operating
100.00%
income on the company's consolidated financial
statements
Standards of Defects Evaluation
Type Financial Report Non-financial Report
The following situations (including but not limited to) shall be deemed as Material deficiencies: serious violations and being sentenced to heavy fines or need taking criminal
“material deficiencies” in the internal control of the financial report. responsibility; utterly disregard the rules of law, illegal behaviors in the operation and management
(1) There are major frauds made by the directors, or supervisors, or senior are particularly severe and the circumstance is very bad, which leads to the suspension or cessation
management personnel in the company’s management activities; to the company's daily operation and management activities, and leads to the audit report with a
(2)There are material misstatements in the current financial report but the disclaimer of opinion or a negative opinion issued by the CPA; the negative news spread all over the
internal control failed to find the misstatements during its operation; country, which caused severe damage to the company’s reputation; resulted in decease of a number
of workers or citizens, or resulted in damages that are unable to recover to workers or citizens;
(3) The supervisions made by the company's audit committee and the internal
reached the circumstance(grade II) of major environmental event. Significant deficiencies: illegal
audit organization on the internal control are invalid;
Standards of Quantitation and being punished; disregard the requirements of the company’s management system and the
(4) The control environment is invalid;
relevant rules of law, there are illegal acts of using the authority to seek illegal interests in the work,
(5)The material deficiencies found and reported to the management but are which significantly affect the efficiency and the result of daily operation and management activities
not corrected within a reasonable time; and lead to the audit report with qualified opinion issued by the CPA; the negative news spread in a
(6)There is an administrative punishment from the securities regulatory region, which caused the large-extent damage to the company’s reputation; resulted in decease of a
institution due to accounting errors. worker or a citizen, or resulted in damages that need long time to recover to workers or citizens;
The following situations (including but not limited to) shall be deemed as reached the circumstance(grade Ⅲ) of big environmental event.
“significant deficiencies” in the internal control of the financial report and General deficiencies: minor violations; the awareness of management under in compliance with
there are intense signs for the situations becoming “material deficiencies”: laws and regulations is weak, lacking of business and management knowledge, and there are
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Disclosure date of appraisal report on internal control March 29,2017
Disclosure index of appraisal report on internal control www.cninfo.com.cn
The ratio of the total assets of units included in the
scope of evaluation accounting for the total assets on 100.00%
the company's consolidated financial statements
The ratio of the operating income of units included in
the scope of evaluation accounting for the operating
100.00%
income on the company's consolidated financial
statements
Standards of Defects Evaluation
Type Financial Report Non-financial Report
(1) Frauds made by staff in key positions; phenomena such as being slack in performing management duties, being passive and poorly execute
(2)The supervisory function on compliance is invalid, and the violations of the institution in the work, which shall affect the efficiency and the result of daily operation and
regulations may have a significant impact on the reliability of the financial management activities and lead to small effects to the company’s management goal; the negative
report; news spread within the company, which caused the little-extent damage to the company’s
(3)The significant deficiencies reported to the management but are not reputation; shortly affected the health of the workers or citizens and the workers or citizens can be
corrected within a reasonable period. recovered in a short time; reached the circumstance(grade Ⅳ) of general environmental event.
The following situations (including but not limited to) shall be deemed as
“general deficiencies” in the internal control of the financial report.
(1) Frauds made by staff in non key positions, or business operators execute
the implementation procedures not strictly conforming to the company’s
policy but resulted in no significant impact on the reliability of the financial
report.
(2)The supervisory function on compliance is invalid, and the violations of
regulations may not have a significant impact on the reliability of the financial
report;
(3)The general deficiencies reported to the management but are not corrected
within a reasonable period.
Material deficiencies: potential misstatement≧1% of the total amount of the Material deficiencies: potential misstatement≧1% of the total amount of the owner’s equity or
owner’s equity or RMB 200 million; significant deficiencies: 0.5% of the total RMB 200 million; significant deficiencies: 0.5% of the total amount of the owner’s equity or RMB
amount of the owner’s equity or RMB 100 million≤potential misstatement＜ 100 million≤potential misstatement＜1% of the total amount of the owner’s equity or RMB 200
Standards of Quantitation
1% of the total amount of the owner’s equity or RMB 200 million; general million; general deficiencies: potential misstatement＜0.5% of the total amount of the owner’s
deficiencies: potential misstatement＜0.5% of the total amount of the owner’s equity or RMB 100 million
equity or RMB 100 million
Number of major defects
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
Disclosure date of appraisal report on internal control March 29,2017
Disclosure index of appraisal report on internal control www.cninfo.com.cn
The ratio of the total assets of units included in the
scope of evaluation accounting for the total assets on 100.00%
the company's consolidated financial statements
The ratio of the operating income of units included in
the scope of evaluation accounting for the operating
100.00%
income on the company's consolidated financial
statements
Standards of Defects Evaluation
Type Financial Report Non-financial Report
in financial reporting（a）
Number of major defects
in non financial reporting
(a)
Number of important
defects in financial
reporting（a）
Number of important
defects in non financial
reporting（a）
Guangdong Provincial Exppressway Development Co., Ltd. 2016 Annual Report.
X. 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, 2016.
Disclosure of internal audit report Disclosure
Disclosure date of audit report
March 29,2017
of internal control (full-text)
Index of audit report of
www.cninfo.com.cn
internal control (full-text)
Internal audit report’s opinion Unqualified audit opinion
Non-financial reporting the
No
existence of significant deficiencies
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
√Yes □No
X. Corporation bonds
Whether or not the Company public offering corporation bonds in stock exchange, which undue or without
payment in full at maturity on the approval date for annual report disclosed
No
XI. Financial Report
1. Audit report
Type of audit opinion Standard Unqualified audit opinion
Guangdong Zhengzhong Zhujiang Certified Public Accountants
Name of audit firm
Co., Ltd.（Special General Partnership）
The audit report number GHSZ[2017]No.G16041020012
Name of Certified public accountant Feng Kuncong, Xu Jihong
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, 2016, Consolidation and parent Company income statement, Consolidation and parent Company
cash flow statement for the year 2016 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.
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 2016 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.
December 31, 2016
In RMB
Items At the end of term Beginning of term
Current asset：
Monetary fund 2,603,279,644.25 1,199,629,276.85
Settlement provision
Outgoing call loan
Financial assets measured at fair value
with variations accounted into current
income account
Derivative financial assets
Bill receivable
Account receivable 40,681,197.01 77,396,705.54
Prepayments 2,860,130.35 7,390,264.97
Insurance receivable
Reinsurance receivable
Provisions of Reinsurance contracts
receivable
Interest receivable
Dividend receivable
Other account receivable 25,167,879.53 18,265,472.13
Repurchasing of financial assets
Inventories 323,888.89 800,998.80
Assets held for sales
Non-current asset due in 1 year 55,719.14
Items At the end of term Beginning of term
Other current asset
Total of current assets 2,672,368,459.17 1,303,482,718.29
Non-current assets：
Loans and payment on other’s behalf
disbursed
Disposable financial asset 1,718,421,932.77 1,796,056,064.29
Expired investment in possess
Long-term receivable
Long term share equity investment 2,220,805,130.31 2,250,314,577.89
Property investment 3,219,971.08 3,684,184.48
Fixed assets 9,285,823,302.77 9,733,198,359.00
Construction in progress 149,244,110.30 23,624,279.71
Engineering material 1,549,556.00 1,549,556.00
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 6,138,294.90 8,634,141.79
R & D petrol
Goodwill
Long-germ expenses to be amortized 1,763,966.07 3,576,970.11
Deffered income tax asset 10,810,322.94 448,397.20
Other non-current asset 2,300,170.28 2,343,267.94
Total of non-current assets 13,400,076,757.42 13,823,429,798.41
Total of assets 16,072,445,216.59 15,126,912,516.70
Current liabilities
Short-term loans
Loan from Central Bank
Deposit received and hold for others
Call loan received
Financial liabilities measured at fair
value with variations accounted into
current income account
Derivative financial liabilities
Bill payable
Items At the end of term Beginning of term
Account payable 299,414,047.07 173,079,084.60
Advance payment 17,440,023.40 35,079,806.09
Selling of repurchased financial assets
Fees and commissions receivable
Employees’ wage payable 8,840,599.13 6,616,356.87
Tax payable 106,370,898.31 90,711,647.65
Interest payable 8,945,283.52 23,143,564.41
Dividend payable 12,506,777.92 11,681,423.74
Other account payable 134,266,141.34 192,607,238.67
Reinsurance fee payable
Insurance contract provision
Entrusted trading of securities
Entrusted selling of securities
Liabilities held for sales
Non-current liability due in 1 year 957,880,000.00 1,379,080,000.00
Other current liability
Total of current liability 1,545,663,770.69 1,911,999,122.03
Non-current liabilities：
Long-term loan 5,402,780,000.00 4,830,760,000.00
Bond payable
Including：preferred stock
Sustainable debt
Long-term payable 2,022,210.11 969,925,895.09
Long-term payable employees’s
remuneration
Special payable
Expected liabilities
Deferred income
Deferred income tax liability 278,463,647.00 297,540,718.21
Other non-current liabilities
Total non-current liabilities 5,683,265,857.11 6,098,226,613.30
Total of liability 7,228,929,627.80 8,010,225,735.33
Owners’ equity
Items At the end of term Beginning of term
Share capital 2,090,806,126.00 1,257,117,748.00
Other equity instruments
Including：preferred stock
Sustainable debt
Capital reserves 2,508,408,342.99 1,643,484,871.70
Less：Shares in stock
Other comprehensive income 402,285,954.24 479,920,085.76
Special reserves
Surplus reserves 366,956,549.89 295,642,270.96
Common risk provision
Undistributed profit 2,920,563,328.27 2,179,239,324.01
Total of owner’s equity belong to the
8,289,020,301.39 5,855,404,300.43
parent company
Minority shareholders’ equity 554,495,287.40 1,261,282,480.94
Total of owners’ equity 8,843,515,588.79 7,116,686,781.37
Total of liabilities and owners’ equity 16,072,445,216.59 15,126,912,516.70
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
2.Parent Company Balance Sheet
In RMB
Items At the end of term Beginning of term
Current asset：
Monetary fund 1,795,455,123.88 822,286,507.11
Financial assets measured at fair value
with variations accounted into current
income account
Derivative financial assets
Bill receivable
Account receivable
Items At the end of term Beginning of term
Prepayments 2,059,362.84 1,994,822.56
Interest receivable 34,833.33 137,958.34
Dividend receivable 24,000,000.00
Other account receivable 2,350,265.24 2,256,822.99
Inventories
Assets held for sales
Non-current asset due in 1 year 95,000,000.00
Other current asset
Total of current assets 1,918,899,585.29 826,676,111.00
Non-current assets：
Disposable financial asset 1,718,421,932.77 1,796,056,064.29
Expired investment in possess
Long-term receivable
Long term share equity investment 7,385,967,349.97 5,053,688,539.24
Property investment 2,967,832.83 3,432,046.23
Fixed assets 2,744,611.16 3,734,470.83
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 725,234.38 1,056,003.37
R & D petrol
Goodwill
Long-germ expenses to be amortized 1,559,874.44 3,261,555.68
Defered income tax asset
Other non-current asset 847,903,684.98 75,000,000.00
Total of non-current assets 9,960,290,520.53 6,936,228,679.64
Total of assets 11,879,190,105.82 7,762,904,790.64
Current liabilities
Short-term loans
Financial liabilities measured at fair
value with variations accounted into
current income account
Items At the end of term Beginning of term
Derivative financial liabilities
Bill payable
Account payable
Advance payment
Employees’ wage payable 1,347,078.47 1,022,391.27
Tax payable 1,986,670.18 4,915,239.62
Interest payable 4,469,288.30 17,625,272.46
Dividend payable 12,506,777.92 11,681,423.74
Other account payable 1,989,088.70 6,378,723.77
Liabilities held for sales
Non-current liability due in 1 year 50,200,000.00 997,000,000.00
Other current liability 836,363,256.69 309,154,118.44
Total of current liability 908,862,160.26 1,347,777,169.30
Non-current liabilities：
Long-term loan 2,999,700,000.00 1,500,000,000.00
Bond payable
Including：preferred stock
Sustainable debt
Long-term payable 2,022,210.11 52,022,210.11
Employees’ wage payable
Special payable
Expected liabilities
Deferred income
Deferred income tax liability
Other non-current liabilities
Total of Non-current liabilities 3,001,722,210.11 1,552,022,210.11
Total of liability 3,910,584,370.37 2,899,799,379.41
Owners’ equity
Share capital 2,090,806,126.00 1,257,117,748.00
Other equity instrument
Including：preferred stock
Sustainable debt
Capital reserves 3,359,791,693.12 1,534,920,742.49
Items At the end of term Beginning of term
Less：Shares in stock
Other comprehensive income 402,285,954.24 479,920,085.76
Special reserves
Surplus reserves 351,112,266.24 279,797,987.31
Undistributed profit 1,764,609,695.85 1,311,348,847.67
Total of owners’ equity 7,968,605,735.45 4,863,105,411.23
Total of liabilities and owners’ equity 11,879,190,105.82 7,762,904,790.64
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
3.Consolidated Income statement
In RMB
Items Report period Same period of the previous year
I. Income from the key business 2,825,049,808.36 2,657,616,508.59
Incl：Business income 2,825,049,808.36 2,657,616,508.59
Interest income
Insurance fee earned
Fee and commission received
II. Total business cost 1,852,134,692.49 2,002,076,529.84
Incl：Business cost 1,281,032,560.50 1,230,637,822.36
Interest expense
Fee and commission paid
Insurance discharge payment
Net claim amount paid
Insurance policy dividend paid
Insurance policy dividend paid
Reinsurance expenses
Business tax and surcharge 40,582,167.79 92,547,509.86
Sales expense
Items Report period Same period of the previous year
Administrative expense 189,789,891.95 200,500,502.25
Financial expenses 340,854,007.43 478,177,404.36
Asset impairment loss -123,935.18 213,291.01
Add：Gains from change of fir value
（“-”for loss）
Investment gain（“-”for loss） 441,537,648.28 433,359,724.46
Incl: investment gains from affiliates 395,658,692.77 363,511,018.55
Gains from currency exchange（“-”for
loss）
III. Operational profit（“-”for loss） 1,414,452,764.15 1,088,899,703.21
Add ：Non-operational income 76,950,489.32 29,145,869.93
Including：Income from disposal of
10,223,321.37 13,520.80
non-current assets
Less：Non business expenses 4,838,502.85 7,519,539.62
Incl：Loss from disposal of non-current
1,578,554.82 3,290,866.69
assets
IV.Total profit(“-”for loss) 1,486,564,750.62 1,110,526,033.52
Less：Income tax expenses 314,207,043.18 244,777,821.14
V. Net profit 1,172,357,707.44 865,748,212.38
Net profit attributable to the owners of
1,001,205,945.39 696,100,201.88
parent company
Minority shareholders’ equity 171,151,762.05 169,648,010.50
VI. Other comprehensive income -77,634,131.52 -150,563,164.16
Net of profit of other comprehensive inco
me attributable to owners of the parent co -77,634,131.52 -150,563,164.16
mpany.
（I）Other comprehensive income items
that will not be reclassified into
gains/losses in the subsequent accounting
period
1.Re-measurement of defined benefit pla
ns of changes in net debt or net assets
2.Other comprehensive income under the
equity method investee can not be reclass
ified into profit or loss.
（II） -77,634,131.52 -150,563,164.16
Items Report period Same period of the previous year
Other comprehensive income that will be
reclassified into profit or loss.
1.Other comprehensive income under the
equity method investee can be reclassifie
d into profit or loss.
2.Gains and losses from changes in fair v
-77,634,131.52 -150,563,164.16
alue available for sale financial assets
3.Held-to-maturity investments reclassifi
ed to gains and losses of available for sal
e financial assets
4.The effective portion of cash flow hedg
es and losses
5.Translation differences in currency fina
ncial statements
6.Other
Net of profit of other comprehensive inco
me attributable to Minority shareholders’
equity
VII. Total comprehensive income 1,094,723,575.92 715,185,048.22
Total comprehensive income attributable
923,571,813.87 545,537,037.72
to the owner of the parent company
Total comprehensive income
171,151,762.05 169,648,010.50
attributable minority shareholders
VIII. Earnings per share
（I）Basic earnings per share 0.52 0.40
(II)Diluted earnings per share 0.52 0.40
The current business combination under common control, the net profits of the combined party before achieved n
et profit of RMB 102,025,476.76, last period the combined party realized RMB219,061,740.30.
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
4. Income statement of the Parent Company
In RMB
Items Report period Same period of the previous year
I. Income from the key business 51,258,350.04 17,259,744.96
Incl：Business cost 464,213.40 464,213.40
Business tax and surcharge 540,992.88 1,017,390.83
Sales expense
Administrative expense 71,990,670.43 87,133,240.32
Financial expenses 147,678,306.36 160,822,480.70
Asset impairment loss -124,584.54
Add：Gains from change of fir value
（“-”for loss）
Investment gain（“-”for loss） 882,384,069.76 499,544,231.95
Incl: investment gains from affiliates 429,826,747.82 436,624,090.84
II. Operational profit（“-”for loss） 713,092,821.27 267,366,651.66
Add ：Non-operational income 49,968.04 175,192.03
Including：Income from disposal of
non-current assets
Less：Non business expenses 124,348.25
Incl：Loss from disposal of non-current
122,652.44
assets
III.Total profit(“-”for loss) 713,142,789.31 267,417,495.44
Less：Income tax expenses
IV. Net profit（“-”for net loss） 713,142,789.31 267,417,495.44
V.Net of profit of other comprehensive i
-77,634,131.52 -150,563,164.16
ncome
（I）Other comprehensive income
items that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets
2.Other comprehensive income under th
e equity method investee can not be recl
assified into profit or loss.
（ II ） -77,634,131.52 -150,563,164.16
Items Report period Same period of the previous year
Other comprehensive income that will b
e reclassified into profit or loss.
1.Other comprehensive income under th
e equity method investee can be reclassi
fied into profit or loss.
2.Gains and losses from changes in fair
-77,634,131.52 -150,563,164.16
value available for sale financial assets
3.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets
4.The effective portion of cash flow hed
ges and losses
5.Translation differences in currency fin
ancial statements
6.Other
VI. Total comprehensive income 635,508,657.79 116,854,331.28
VII. Earnings per share：
（I）Basic earnings per share 0.52 0.40
(II)Diluted earnings per share 0.52 0.40
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
5. Consolidated Cash flow statement
In RMB
Items Report period Same period of the previous year
I.Cash flows from operating activities
Cash received from sales of goods or
2,899,343,557.24 2,620,536,153.82
rending of services
Net increase of customer deposits
and capital kept for brother company
Net increase of loans from central bank
Items Report period Same period of the previous year
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
60,544,365.40 88,844,216.26
operation
Sub-total of cash inflow 2,959,887,922.64 2,709,380,370.08
Cash paid for purchasing of
194,379,423.95 230,863,400.47
merchandise and services
Net increase of client trade and advance
Net increase of savings n central bank
and brother company
Cash paid for original contract claim
Cash paid for interest, processing fee
and commission
Cash paid for policy dividend
Cash paid to staffs or paid for staffs 311,802,195.74 315,735,967.21
Taxes paid 431,179,968.95 367,128,772.77
Other cash paid for business activities 98,266,375.72 89,765,780.58
Sub-total of cash outflow from business
1,035,627,964.36 1,003,493,921.03
activities
Cash flow generated by business
1,924,259,958.28 1,705,886,449.05
operation, net
II.Cash flow generated by investing
Cash received from investment 79,790,549.00
Items Report period Same period of the previous year
retrieving
Cash received as investment gains 471,047,095.86 537,034,545.10
Net cash retrieved from disposal of
fixed assets, intangible assets, and other 667,966.00 533,521.73
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received 60,770,000.00 20,000,000.00
Sub-total of cash inflow due to
532,485,061.86 637,358,615.83
investment activities
Cash paid for construction of
fixed assets, intangible assets 487,328,041.69 114,538,179.80
and other long-term assets
Cash paid as investment 803,500,000.00
Net increase of loan against pledge
Net cash received from subsidiaries and
other operational units
Other cash paid for investment
987,903,684.98
activities
Sub-total of cash outflow due to
2,278,731,726.67 114,538,179.80
investment activities
Net cash flow generated by investment -1,746,246,664.81 522,820,436.03
III.Cash flow generated by financing
Cash received as investment 1,633,499,989.30
Incl: Cash received as investment from
minor shareholders
Cash received as loans 2,498,000,000.00 2,422,453,684.98
Cash received from bond placing
Other financing –related ash received 5,173.81 1,378.67
Sub-total of cash inflow from financing
4,131,505,163.11 2,422,455,063.65
activities
Cash to repay debts 2,330,180,000.00 3,581,803,684.98
Cash paid as dividend, profit, or
570,437,516.48 600,520,095.61
interests
Incl: Dividend and profit paid by
10,266,231.67 5,765,891.10
subsidiaries to minor shareholders
Items Report period Same period of the previous year
Other cash paid for financing activities 4,727,368.84 6,171,000.00
Sub-total of cash outflow due to
2,905,344,885.32 4,188,494,780.59
financing activities
Net cash flow generated by financing 1,226,160,277.79 -1,766,039,716.94
IV. Influence of exchange rate
-523,203.86 -500,338.15
alternation on cash and cash equivalents
V.Net increase of cash and cash
1,403,650,367.40 462,166,829.99
equivalents
Add: balance of cash and cash
1,199,629,276.85 737,462,446.86
equivalents at the beginning of term
VI ..Balance of cash and cash
2,603,279,644.25 1,199,629,276.85
equivalents at the end of term
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
6. Cash Flow Statement of the Parent Company
In RMB
Items Amount in this period Amount in last period
I.Cash flows from operating activities
Cash received from sales of goods or
10,046,335.82 8,427,703.28
rending of services
Tax returned
Other cash received from business
602,105,966.56 75,642,062.47
operation
Sub-total of cash inflow 612,152,302.38 84,069,765.75
Cash paid for purchasing of
merchandise and services
Cash paid to staffs or paid for staffs 42,170,653.37 46,591,029.83
Taxes paid 4,606,494.69 1,197,864.49
Other cash paid for business activities 90,477,346.95 37,419,882.44
Sub-total of cash outflow from business 137,254,495.01 85,208,776.76
Items Amount in this period Amount in last period
activities
Cash flow generated by business
474,897,807.37 -1,139,011.01
operation, net
II.Cash flow generated by investing
Cash received from investment
40,549,909.00
retrieving
Cash received as investment gains 853,725,462.29 554,332,218.39
Net cash retrieved from disposal of
fixed assets, intangible assets, and other 1,425.00
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received 163,995,012.01 142,082,019.44
Sub-total of cash inflow due to
1,017,720,474.30 736,965,571.83
investment activities
Cash paid for construction of
fixed assets, intangible assets 524,310.00 624,472.63
and other long-term assets
Cash paid as investment 1,303,500,000.00
Net cash received from subsidiaries and
other operational units
Other cash paid for investment
987,903,684.98
activities
Sub-total of cash outflow due to
2,291,927,994.98 624,472.63
investment activities
Net cash flow generated by investment -1,274,207,520.68 736,341,099.20
III.Cash flow generated by financing
Cash received as investment 1,633,499,989.30
Cash received as loans 1,500,000,000.00 50,000,000.00
Cash received from bond placing
Other financing –related ash received 5,173.81 1,378.67
Sub-total of cash inflow from
3,133,505,163.11 50,001,378.67
financing activities
Cash to repay debts 1,000,100,000.00
Cash paid as dividend, profit, or
355,676,260.33 288,878,450.29
interests
Items Amount in this period Amount in last period
Other cash paid for financing activities 4,727,368.84 6,171,000.00
Sub-total of cash outflow due to
1,360,503,629.17 295,049,450.29
financing activities
Net cash flow generated by financing 1,773,001,533.94 -245,048,071.62
IV. Influence of exchange rate
-523,203.86 -500,338.15
alternation on cash and cash equivalents
V.Net increase of cash and cash
973,168,616.77 489,653,678.42
equivalents
Add: balance of cash and cash
822,286,507.11 332,632,828.69
equivalents at the beginning of term
VI ..Balance of cash and cash
1,795,455,123.88 822,286,507.11
equivalents at the end of term
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
7. Consolidated Statement on Change in Owners’ Equity
Amount in this period
In RMB
Amount in this period
Owner’s equity Attributable to the Parent Company
Other Equity instrument
Minor
Items Total of owners’
Less: Other Common
Capital Specialized Surplus Attributable shareholders’
Preferr equity
Share Capital Sustai Shares in Comprehen risk
reserves reserve reserves profit equity
ed Other
nable stock sive Income provision
stock
debt
1,643,484, 479,920,0 295,642,27 2,179,239,3 1,261,282,480.9 7,116,686
I.Balance at the end of last year 1,257,117,748.00
871.70 85.76 0.96 24.01 4 ,781.37
Add: Change of accounting policy
Correcting of previous errors
Merger of entities under common
control
Other
II.Balance at the beginning of 1,257,117,748.00 1,643,484,8 479,920,08 295,642,270 2,179,239,32 1,261,282,480.9 7,116,686
Amount in this period
Owner’s equity Attributable to the Parent Company
Other Equity instrument
Minor
Items Less: Other Common Total of owners’
Preferr Capital Specialized Surplus Attributable shareholders’
Share Capital Sustai Shares in Comprehen risk equity
ed Other reserves reserve reserves profit equity
nable stock sive Income provision
stock
debt
current year 71.70 5.76 .96 4.01 4 ,781.37
864,923,47 -77,634,131 71,314,278. 741,324,004. 1,726,828
III.Changed in the current year 833,688,378.00 -706,787,193.54
1.29 .52 93 26 ,807.42
-77,634,131 1,001,205,94 1,094,723
（1）Total comprehensive income 171,151,762.05
.52 5.39 ,575.92
（II）Investment or decreasing of 1,824,865,7 2,658,554
833,688,378.00
capital by owners 76.82 ,154.82
1 ．
1,824,865,7 2,658,554
Ordinary Shares invested by shareh 833,688,378.00
76.82 ,154.82
olders
2 ．
Holders of other equity instruments
invested capital
3．Amount of shares paid and
accounted as owners’ equity
4．Other
71,314,278. -259,881,941 -198,833,
（III）Profit allotment -10,266,231.67
93 .13 893.87
1.Providing of surplus reserves 71,314,278. -71,314,278.
Amount in this period
Owner’s equity Attributable to the Parent Company
Other Equity instrument
Minor
Items Less: Other Common Total of owners’
Preferr Capital Specialized Surplus Attributable shareholders’
Share Capital Sustai Shares in Comprehen risk equity
ed Other reserves reserve reserves profit equity
nable stock sive Income provision
stock
debt
93
2.Providing of common risk
provisions
3．Allotment to the owners (or -188,567,662 -198,833,
-10,266,231.67
shareholders) .20 893.87
4．Other
(IV) Internal transferring of
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
(V). Special reserves
1. Provided this year
2．Used this term
Amount in this period
Owner’s equity Attributable to the Parent Company
Other Equity instrument
Minor
Items Less: Other Common Total of owners’
Preferr Capital Specialized Surplus Attributable shareholders’
Share Capital Sustai Shares in Comprehen risk equity
ed Other reserves reserve reserves profit equity
nable stock sive Income provision
stock
debt
-959,942,30 -1,827,61
（VI）Other -867,672,723.92
5.53 5,029.45
2,508,408,3 402,285,95 366,956,549 2,920,563,32 8,843,515
IV. Balance at the end of this term 2,090,806,126.00 554,495,287.40
42.99 4.24 .89 8.27 ,588.79
Amount in last year
In RMB
Amount in last year
Owner’s equity Attributable to the Parent Company
Other Equity instrument Minor
Items Less: Other Total of owners’
Capital Specialized Surplus Common risk Attributable shareholders’
Share Capital Preferred Shares in Comprehens equity
Sustaina Other reserves reserve reserves provision profit equity
stock stock ive Income
ble debt
1,257,117,748. 1,643,483, 630,483,249 268,900,521. 1,635,592,6 1,097,400,361.5 6,532,978
I.Balance at the end of last year
00 493.03 .92 42 46.47 4 ,020.38
Add: Change of accounting
policy
Correcting of previous errors
Merger of entities under
common control
Other
II.Balance at the beginning of 1,257,117,748. 1,643,483, 630,483,249 268,900,521. 1,635,592,6 1,097,400,361.5 6,532,978
current year 00 493.03 .92 42 46.47 4 ,020.38
-150,563,16 26,741,749.5 543,646,677 583,708,7
III.Changed in the current year 1,378.67 163,882,119.40
4.16 4 .54 60.99
（1）Total comprehensive -150,563,16 696,100,201 715,185,0
169,648,010.50
income 4.16 .88 48.22
（II）Investment or decreasing
of capital by owners
1 ．
Ordinary Shares invested by sha
Amount in last year
Owner’s equity Attributable to the Parent Company
Other Equity instrument Minor
Items Less: Other Total of owners’
Capital Specialized Surplus Common risk Attributable shareholders’
Share Capital Preferred Shares in Comprehens equity
Sustaina Other reserves reserve reserves provision profit equity
stock stock ive Income
ble debt
reholders
2 ．
Holders of other equity instrume
nts invested capital
3．Amount of shares paid and
accounted as owners’ equity
4．Other
26,741,749.5 -152,453,52 -131,477,
（III）Profit allotment -5,765,891.10
4 4.34 665.90
26,741,749.5 -26,741,749.
1.Providing of surplus reserves
4
2.Providing of common risk
provisions
3．Allotment to the owners (or -125,711,77 -131,477,
-5,765,891.10
shareholders) 4.80 665.90
4．Other
(IV) Internal transferring of
owners’ equity
1. Capitalizing of capital
reserves (or to capital shares)
Amount in last year
Owner’s equity Attributable to the Parent Company
Other Equity instrument Minor
Items Less: Other Total of owners’
Capital Specialized Surplus Common risk Attributable shareholders’
Share Capital Preferred Shares in Comprehens equity
Sustaina Other reserves reserve reserves provision profit equity
stock stock ive Income
ble debt
2. Capitalizing of surplus
reserves (or to capital shares)
3．Making up losses by surplus
reserves.
4. Other
(V). Special reserves
1. Provided this year
2．Used this term
（VI）Other 1,378.67
,378.67
IV. Balance at the end of this 1,257,117,748. 1,643,484, 479,920,085 295,642,270. 2,179,239,3 1,261,282,480.9 7,116,686
term 00 871.70 .76 96 24.01 4 ,781.37
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
8.Statement of change in owner’s Equity of the Parent Company
Amount in this period
In RMB
Amount in this period
Other Equity instrument
Other
Items Capital Less: Shares in Specialized Surplus Attributable Total of
Share Capital Preferred Comprehensiv
Sustaina Other reserves stock reserve reserves profit owners’ equity
stock e Income
ble debt
1,257,117,74 1,534,920,742. 479,920,085.7 279,797,987.3 1,311,348,847. 4,863,105,411.
I.Balance at the end of last year
8.00 49 6 1 67
Add: Change of accounting
policy
Correcting of previous errors
Other
II.Balance at the beginning of 1,257,117,74 1,534,920,742. 479,920,085.7 279,797,987.3 1,311,348,847. 4,863,105,411.
current year 8.00 49 6 1 67
833,688,378. 1,824,870,950. 453,260,848.1 3,105,500,324.
III.Changed in the current year -77,634,131.52 71,314,278.93
00 63 8
（I）Total comprehensive 713,142,789.3 635,508,657.7
-77,634,131.52
income 1
(II) Investment or decreasing of 833,688,378. 1,824,865,776. 2,658,554,154.
capital by owners 00 82
1 ．
833,688,378. 1,824,865,776. 2,658,554,154.
Ordinary Shares invested by sha
00 82
reholders
Amount in this period
Other Equity instrument
Other
Items Capital Less: Shares in Specialized Surplus Attributable Total of
Share Capital Preferred Comprehensiv
Sustaina Other reserves stock reserve reserves profit owners’ equity
stock e Income
ble debt
2 ．
Holders of other equity instrume 0.00
nts invested capital
3.Amount of shares paid and
0.00
accounted as owners’ equity
4．Other 0.00
-259,881,941.1 -188,567,662.
（III）Profit allotment 71,314,278.93
3
1.Providing of surplus reserves 71,314,278.93 -71,314,278.93 0.00
2．Allotment to the owners (or -188,567,662.2 -188,567,662.
shareholders) 0
3．Other
(IV)Internal transferring of
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
Amount in this period
Other Equity instrument
Other
Items Capital Less: Shares in Specialized Surplus Attributable Total of
Share Capital Preferred Comprehensiv
Sustaina Other reserves stock reserve reserves profit owners’ equity
stock e Income
ble debt
(V) Special reserves
1. Provided this year
2．Used this term
（VI）Other 5,173.81 5,173.81
IV. Balance at the end of this 2,090,806,12 3,359,791,693. 402,285,954.2 351,112,266.2 1,764,609,695. 7,968,605,735.
term 6.00 12 4 4 85
Amount in last year
In RMB
Amount in last year
Other Equity instrument
Other
Capital Less: Shares Specialized Surplus Attributable Total of
Items Share Capital Preferred Comprehensiv
Sustainabl Other reserves in stock reserve reserves profit owners’ equity
stock e Income
e debt
1,257,117,748.0 1,534,919,3 630,483,249.9 253,056,237.7 4,871,961,476.
I.Balance at the end of last year 1,196,384,876.57
0 63.82 2 7
Add: Change of accounting
policy
Correcting of previous errors
Other
Amount in last year
Other Equity instrument
Other
Capital Less: Shares Specialized Surplus Attributable Total of
Items Share Capital Preferred Comprehensiv
Sustainabl Other reserves in stock reserve reserves profit owners’ equity
stock e Income
e debt
II.Balance at the beginning of 1,257,117,748.0 1,534,919,3 630,483,249.9 253,056,237.7 4,871,961,476.
1,196,384,876.57
current year 0 63.82 2 7
-150,563,164.1
III.Changed in the current year 1,378.67 26,741,749.54 114,963,971.10 -8,856,064.85
-150,563,164.1
（I）Total comprehensive income 267,417,495.44 116,854,331.28
(II) Investment or decreasing of
capital by owners
1 ．
Ordinary Shares invested by shar
eholders
2 ．
Holders of other equity instrume
nts invested capital
3.Amount of shares paid and
accounted as owners’ equity
4．Other
-125,711,774.8
（III）Profit allotment 26,741,749.54 -152,453,524.34
1.Providing of surplus reserves 26,741,749.54 -26,741,749.54
2．Allotment to the owners (or -125,711,774.8
-125,711,774.80
shareholders)
Amount in last year
Other Equity instrument
Other
Capital Less: Shares Specialized Surplus Attributable Total of
Items Share Capital Preferred Comprehensiv
Sustainabl Other reserves in stock reserve reserves profit owners’ equity
stock e Income
e debt
3．Other
(IV)Internal transferring of
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
(V) Special reserves
1. Provided this year
2．Used this term
（VI）Other 1,378.67 1,378.67
IV. Balance at the end of this 1,257,117,748.0 1,534,920,7 479,920,085.7 279,797,987.3 4,863,105,411.
1,311,348,847.67
term 0 42.49 6 1
Legal Representative:Zheng Renfa
General Manager: Wang Chunhua
Person in charge of accounting：Fang Zhi
Accounting Dept Leader:Zhou Fang
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 million shares.
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.
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 December 31,2016, the quantity of the shares subject to sale restriction held by senior executives is
149,291.
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”.
13. Upon the approval document of CSRC No.230-2016 Zheng Jian Xu ke-Approval of the Share-Issuing to
Parties such as Guangdong Provincial Expressway Co., Ltd to Purchase Assets and Raise Matching Funds by
Guangdong Provincial Expressway Development Co., Ltd, in June 2016 the company issued 33,355,263 shares
and paid RMB 803.50 million to Guangdong Provincial Expressway Co., Ltd for purchasing the 25% stake of
Guangdong Provincial Fokai Expressway Co., Ltd held by Guangdong Provincial Expressway Co., Ltd; and
issued 466,325,020 shares to Guangdong Provincial Highway Construction Co., Ltd for purchasing the 100%
stake of Guangzhou Guangzhu Traffic Investment Management Co., Ltd held by Guangdong Provincial
Highway Construction Co., Ltd. On June 21, 2016, the company directionally issued 334,008,095 A-shares to
Yadong Fuxing Yalian Investment Co.,Ltd, Tibet Yinyue Investment Management Co.,Ltd and GF Securities
Co.,Ltd. The issuance of shares have been registered on July 7, 2016, the new shares will be listed on July 8,
2016.
(2)Organization structure and the actual controller of the Company
As of December 31, 2016 ， Registration capital:RMB2,090,806,126 ， Legal representative ： Zheng
Renfa,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 , Project Office and Labour union etc.
Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative:
Deng Xiaohua. Date of establishment: June 23, 2000. As of December 31, 2016,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; The value-added communication business.
（3）The company’s main business and share ,Holding company
The company operated the construction of the highway construction, grading roads, bridges;Management fees an
d maintenance of roads, bridges, and car rescue, maintenance, cleaning, concurrently with the company's busines
s supporting motor transport, warehousing operations.
The Company is mainly engaged in tolling and maintenance of Guangfo Expressway, Fokai Expressway, investm
ent in technological industries and provision of relevant consultation while investing in Shenzhen Huiyan Express
way Co., Ltd., Guangzhou Guanghui Expressway Co., Ltd.,Jingzhu Expressway Guangzhu Co., Ltd.,Guangdong J
iangzhong Expressway Co., Ltd., Zhaoqing Yuezhao Expressway Co., Ltd.,Ganzhou Kangda Expressway , Ganzh
ou Gankang Expressway Co., Ltd.,Guangdong Yueke Technology Micro Loan Co., Ltd.and Guangdong Guangle
Expressway Co.,Ltd.
（4）Scope of consolidated financial statements
The company's 2016 annual consolidated subsidiaries of total 4 companies,
the scope of consolidated financial statements did not change compared with the previous period, Compared
with the prior period, one new business combination was added to the scope of consolidate financial statement in
reason of being under the same control. Refer to financial statements XI(8),Change of consolidation scope and,
financial statements XI(9), Equity in other entities for more details.
（5）Approval of the financial statements reported
The financial statements have been authorized for issuance by the Board of Directors of the Group on March
28,2017.
IV. Basis for the preparation of financial statements
1.Preparation basis
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 Regulations for Financial Reporting (revised in 2014)
by China Securities Regulatory Commission.
2.Continuation
There will be no such events or situations in the 12 months from the end of the reporting period that will cause
material doubts as to the continuation capability of the Company.
V. Significant Accounting Policies and Accounting Estimates
Whether the Company needs to comply with the disclosure requirements for specific industries
No
Specific accounting policies and accounting estimates are indicated as follows:
Nil
1. Statement of Compliance with the Accounting Standards for Business Enterprises
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.
2.Fiscal Year
The Company adopts the Gregorian calendar year commencing on January 1 and ending on December 31 as the
fiscal year.
3.Operating cycle
An operating cycle for the Company is 12 months, which is also the classification criteria for the liquidity of its
assets and liabilities.
4.Standard currency for bookkeeping
The Company takes RMB as the standard currency for bookkeeping.
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 acquired by the company in the business combination shall be measured as per the
obtained book value of owner’s equity of the combined party in the consolidated financial statements. 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.
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.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.
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.
7.Joint venture arrangements classification and Co-operation accounting treatment
⑴A joint arrangement refers to an arrangement jointly controlled by two participants or above.，the joint venture
arrangements include co-operation and joint ventures.
(2)When the joint venture company for joint operations, confirm the following items and share common busines
s interests related to:
（1）Confirm individual assets and common assets held based on shareholdings;
（2）Confirm individual liabilities and shared liabilities held based on shareholdings;
（3）Confirm the income from the sales revenue of co-operate business output
（4）Confirm the income from the sales of the co-operate business output based on shareholdings;
（5）Confirm the individual expenditure and co-operate business cost based on shareholdings.
⑶When a company is a joint ventures, joint venture investment will be recognized as long-term equity investme
nts and long-term equity investments are accounted for in accordance with the method of the Notes to Financial
Statements.
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
For the company with non-functional currency business, the middle rate of the market exchange rate published by
People’s Bank of China on the date of occurrence of business are recorded as the functional currency, and the
balances of foreign currency shall be adjusted by the end of the month according to the middle rate of the market
exchange rate published by People’s Bank of China at the end of period. The differences between the recording
currency amount converted by the exchange rate at the end of period and the carrying currency amount are as
“Finance Costs – Exchange Gains and Losses” and recorded into the current profits or losses. The exchange gains
and losses related to borrowings on the fixed assets shall be made treatment according to the principles of
borrowing costs capitalization.
（2）Conversion of Foreign Financial statement
If overseas subsidiaries, cooperative enterprises, joint ventures, branches of the company adopt the different
functional recording currency and record the overseas business of the company into the financial statements
through the consolidated statements and the accounting by the equity method, the overseas financial statements
shall be translated as the recording functional currency. Before the translation, the company shall adjust the
accounting period and policy of overseas business in order to make the consistent adjustment, and translate the
overseas financial statements according to the financial statements of the preparation of corresponding currency
after the accounting policy and period adjusted and as per the following methods:
1 For the assets and liabilities in the balance sheet, the shot exchange rate on the balance sheet date is adopted
as the translation exchange rate. For the owner’s equity, the shot exchange rate on the transaction date is
adopted as the translation exchange rate, with the exception of “undistributed profits”.
2 The incomes and expenses in the income statement shall be translated at the spot exchange rate or the
approximate exchange rate on the transaction date.
3 The translation gap of financial statement of foreign currency shall be listed under the owner’s equity in the
consolidated balance sheet in the preparation of the consolidated financial statements.
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.
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;
(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.
11.Accounts Receivable
（1）Accounts receivable with material specific amount and specific provisioned bad debt preparation.
The accounts receivable whose single amount is over RMB 1
Judgment criteria or amount standard of material specific amount
million & accounts for over 10% of the accounts receivable
or amount criterial： amount.
Conduct the devalue test separately. Set up the bad debt reserve
Provision method with material specific amount and provision of
according to the shortfall of the present value of expected future
specific bad debt preparation： cash flows against its carrying amount and record it into the
profits & losses at the current period.
(2)The accounts receivable of bad debt provisions made by credit risk Group
Name Method for recognition of impairment allowances
The accounts receivable whose single amount is over RMB 1
million & accounts for over 10% of the accounts receivable
The adopting aging analysis method
amount. the accounts receivable under 5 years of age which are
not significant without any business connections any more.
In the Groups, adopting aging analysis method to withdraw bad debt provision
√ Applicable □ Not applicable
Aging Rate for receivables(%) Rate for other receivables(%)
Within 1 year（Included 1 year） 0.00% 0.00%
1－2 years 10.00% 10.00%
2－3 years 30.00% 30.00%
3－4 years 50.00% 50.00%
4－5 years 90.00% 90.00%
Over 5 years 100.00% 100.00%
Accounts on percentage basis in group：
□ applicable √not applicable
Accounts on other basis in group：
□ applicable √not applicable
(3)Account receivable with non-material specific amount but specific bad debt preparation
The accounts receivable under 5 years of age which are not
Reason of individually withdrawing bad debt provision
significant without any business connections any more.
Conduct the devalue test separately. Set up the bad debt reserve
Witharawal method for boad debt provision 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.
12.Inventory
Whether the Company needs to comply with the disclosure requirements for specific industrie
No
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
13. Divided as assets held for sale
In the presence of the following conditions are satisfied when non-current assets or a part of the company is class
ified as held for sale:
(1) The components should be immediately sold under the current condition only according to the usual terms of
the parts sold.
(2) The enterprise has made resolution for the disposal of the components, the approval of shareholders’ meeting
or relevant authority agency if the shareholder’s approval is requested by the rules.
(3) The enterprise has signed the irrevocable transfer agreement with the transferee.
(4) The transfer shall be completed within one year.
For the non-current assets held for sale (excluding the financial assets and the deferred income tax assets), the
less amount after the book value and fair value respectively minus the disposal costs shall be presented as
Divided as assets held for sale assets. If the amount of the fair value minus the disposal costs is less than that of
the original book value, the assets impairment loss shall be recognized.
14. Long-term equity investment
(1) The Classification of Long-term Equity Investments
The long-term equity investments of the company should include the investments in the subsidiaries and the
investments in cooperative enterprises and joint ventures.
(2) The Recognition of Investment Cost
1 For the business combination under common control and the combining party paying in cash, transferring
non-monetary assets, bearing debts or issuing the equity securities as the consideration, the initial investment cost
shall be recognized according to the shares of the book value in the consolidated financial statement of the
ultimate controlling party that acquired by the combined party on the combination date. The capital reserves shall
be adjusted for the difference between the initial investment cost of long-term equity investment and the book
value of the paid cash, the transferred non-monetary assets and the borne debts. The retained earnings shall be
adjusted if the capital reserves are insufficient to offset.
For the long-term equity investment after the business combination under common control realized step-by-step
through multiple transactions, the shares of the book value of the owner’s equity of the combined party shall be as
the initial investment cost in the individual financial statements and the consolidated financial statements as per
the shareholding proportion. The capital reserves shall be adjusted for the balance between the sums of the book
value of the equity investment of the combined party held on the combination date and the new investment cost
increased on the combination date minus the initial investment cost of long-term equity investment. The retained
earnings shall be adjusted if the capital reserves are insufficient to offset.
② For the business combination under non-common control, the initial investment cost shall be recognized
according to the fair value of the merger consideration paid on the purchase date. For the long-term equity
investment after the business combination under non-common control realized step-by-step through multiple
transactions, the relevant accounting treatment should be respectively conducted for the individual financial
statement and the consolidated financial statements: 1) In the individual financial statements, the sum of the book
value of equity investment from the purchased party held before the purchase date and the new investment cost at
the purchase date shall be as the initial investment cost of the investment. Other comprehensive incomes related to
the equity of the purchased party held before the purchase date shall be transferred into the current investment
incomes in the disposal of the investment. 2) In the consolidated financial statements, the equity of the purchased
party held before the purchase date should be measured again according to the fair value of the equity on the
purchase date, and the gap of the fair value and the book value should be recorded into the current investment
incomes. Other comprehensive incomes related to the equity of the purchased party held before the purchase date
shall be transferred into the current investment incomes on the purchase date.
③With the exception of the business combination:
The long-term equity investment acquired by the payment in cash should be as the investment cost as per the
actual purchase payment. The investment costs include fees, taxes and other necessary expenses directly related to
the achieved long-term equity investment.
The long-term equity investment acquired by the issuance of equity securities should be as the investment cost as
per the fair value of the issued equity securities.
The long-term equity investment acquired by the non-monetary assets exchange (the exchange with the
commercial substance) should be as the investment cost as per the fair value of the investment and the payable
taxes.
For the long-term equity investment acquired by the debt reorganization, the creditors shall recognize the fair
value of the enjoyed shares as the investment of the debtors.
(3) Subsequent Measurement and Recognition Method of Profit and Loss
The cost method shall be adopted to account the long-term equity investment controlled by the invested party and
the equity method shall be adopted to account the long-term equity investment with joint control or significant
influence.
(4) Recognition Criteria for the Invested Party with Joint Control or Significant Influence
The joint control on the economic activity appointed as per the contract shall exist when the major finance and the
operating decision related to the economic activity are agreed by the invested party sharing the control right,
which shall be regarded as the joint control on the invested party implemented by other parties. The decision
power to participate in the finance and operating decision on the enterprise, but without control or joint control
with other parties to formulate these policies, shall be regarded as the significant influence on the invested party
implemented by the investment enterprise.
(5) Impairment Test Method and Withdrawing Method
For the impairment test method and the withdrawing method of the long-term equity investment, please refer to
“Long-term Assets Impairment in Article 11 of Important Accounting Policies and Accounting Estimates in Notes
5 of Financial Statements”.
15. Entrusted Loans
The entrusted loans shall be made bookkeeping according to the actually entrusted loan amount. The receivable
interests shall be withdrawn according to the interest rate stated in the entrusted loans.
For the impairment test method and the impairment provision withdrawing method of the entrusted loans, please
refer to “Long-term Assets Impairment in Article 11 of Important Accounting Policies and Accounting Estimates
in Notes 5 of Financial Statements”.
16..Investment Real Estates
The measurement mode of investment property
The measurement by the cost method
Depreciation or amortization method
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.
For the impairment test method and the impairment provision withdrawing method of the .Investment Real
Estates, please refer to “Long-term Assets Impairment in Article 21 of Important Accounting Policies and
Accounting Estimates in Notes 3 of Financial Statements”.
17.Fixed assets
1 Confirmation conditions of fixed assets
Fixed assets refer to physical assets owned for purpose of production, service providing, leasing or management,
and operation with service life of more than one year. Fixed assets are recognized when all of the following
conditions are satisfied：Financial benefits attached to the fixed asset is possibly inflowing to the Company;(2)
The cost of the fixed asset can be reliable measured.
（2）Depreciation method
Evpected useful Annual depreciation
Type Depreciation methnod Residual rate（%）
life(Year) rate(%)
Guangfo Expressway Working flow basis 28 0% Working flow basis
Fokai
Expressway-Xiebian to Working flow basis 40 0% Working flow basis
Sanbao Section
Evpected useful Annual depreciation
Type Depreciation methnod Residual rate（%）
life(Year) rate(%)
Fokai
Expressway-Sanbao to Working flow basis 30 0% Working flow basis
Shuikou Section
Jingzhu Expressway
Working flow basis 30 0% Working flow basis
Guangzhu Section
House Building The straight-line method 20-30 years 3%—10% 3%-4.85%
Machine Equipment The straight-line method 10 years 3%—10% 9%-9.7%
Transportation
The straight-line method 5-8 years 3%—10% 11.25%-19.4%
Equipment
Electric Equipment and
The straight-line method 5-15 years 3%—10% 6 %-19.4%
other
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.
(3) Test Method for Fixed Asset Impairment and Counting & Drawing Method for Fixed Asset Impairment
Reserves
For the impairment test method and the impairment provision withdrawing method of the Fixed assets, please
refer to “Long-term Assets Impairment in Article 11 of Important Accounting Policies and Accounting Estimates
in Notes 5 of Financial Statements”.
18.Construction-in process
Whether the Company needs to comply with the disclosure requirements for specific industrie
No
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
For the impairment test method and the impairment provision withdrawing method of the Construction-in process ,
please refer to “Long-term Assets Impairment in Article 11 of Important Accounting Policies and Accounting
Estimates in Notes 5 of Financial Statements”.
19.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
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.
20.Intangible assets
(1) Pricing method, useful life and impairment test
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
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.
At the end of period, the Group shall check the service life and amortization method of intangible assets with
finite service life, if there is any change, it shall be regarded as a change of the accounting estimates. Besides, the
Group shall check the service life of intangible assets without certain service life, if there is any evidence showing
that the period of intangible assets to bring the economic benefits to the enterprise can be prospected, it shall be
estimated the service life and amortized in accordance with the amortization policies for intangible assets with
finite service life.
（2） Provision for the depreciation of value of the intangible assets
For the impairment test method and the impairment provision withdrawing method of the Intangible assets, please
refer to “Long-term Assets Impairment in Article 11 of Important Accounting Policies and Accounting Estimates
in Notes 5 of Financial Statements”.
21.Impairment of Long-term assets
(1) Scope
The assets Impairment main includes long-term equity investment, investment property (the investment property
measured by the fair value excluded), fixed assets, projects under construction, engineering material, intangible
assets (the capitalized development expenditure included), asset group, combination of asset group, business
reputation, etc..
(2) Recognition of Possible Impairment Assets
The company makes judgment of the assets if there exists the possible impairment at the balance sheet date. The
intangible assets with indefinite goodwill and service life due to the combination of enterprise, shall be conducted
the impairment test every year regardless of the impairment. The impairment may occurs for the assets if there is
the following status:
① The market price of assets fall sharply in the current period, and the decline is obviously beyond that estimated
due to the passage of time or normal use.
② The significant changes in the economy, technology or legal environment operated by the company and the
assets market in the current or the near future adversely affect the company.
③ The improvement of the market interest rates or other market investment returns in the current period,
influence the company to calculate assets estimating the discount rate of the present value of future cash flow and
result in the sharp drop of the recoverable amount of the assets.
④ There is evidence that shows the assets have become obsolete or the entities have been damaged.
⑤ The assets have been or will be idle, terminated the use or planned to dispose in advance.
⑥ The evidence in the internal report of the company shows that the economic performance of assets has been
less than or lower than the expected, such as the net cash flow created by assets or the achieved operating profit
(or loss) is far below (or above) the estimated amount.
⑦ Other evidences indicate the impairment of assets may have occurred.
(3) Measurement of the Recoverable Amount of the Assets
The recoverable amount shall be estimated if there exists the impairment for the assets. The recoverable amount
should be recognized according to the higher one between the net amount of the fair value minus the disposal
costs and the present value of the cash flow of assets expected in the future.
(4) Determination of Asset Impairment Loss
The measurement results of the recoverable amount show that the book value of assets shall be reduced to the
recoverable amount and the reduced amount shall be recognized as the impairment loss of assets and recorded into
the current profits and losses, and the impairment provisions of the relevant assets are withdrawn if the
recoverable amount of the assets is less than the book value. After the recognition of the assets impairment loss,
the depreciation or amortization costs of the impairment assets should be made adjustment accordingly in the
future period in order to make the assets to systematically amortize the book value of the assets after adjusted
within the remaining service life (the estimated residual value deducted). The impairment loss of assets after
recognized shouldn’t be reversed in the future accounting period.
(5) Recognition and Impairment Treatment of Assets Group
If there is the impairment for one asset, the company shall estimate the recoverable amount based on the
individual asset. If it is difficult for the company to estimate the recoverable amount of the individual asset, the
recoverable amount of asset group shall be recognized on the basis of the asset group which the asset is belong to.
The recognition of the asset group should be made on the basis of the main cash inflow generated by the assets
group that if is independent to the cash inflow of other assets or assets group.
The corresponding impairment loss shall be recognized if the recoverable amount of the assets group or the assets
group combination is less the book value (the book value of the assets group or the assets group combination
should include the amortization quota relevant to corporate assets and goodwill for the assets group or the assets
group combination amortized by the corporate assets and the goodwill). The book value of goodwill in the
amortized assets group or assets group combination shall be firstly offset for the impairment losses, and the book
value of other assets shall be offset in proportion according to the proportion of the book value of other assets in
the assets group or the assets group combination, with the exception of the goodwill.
(6) The Goodwill Impairment
The company has conducted the impairment test at least every year for the goodwill established by the business
combination. The book value of the goodwill generated by the combination shall be amortized into the related
asset group from the purchase date. If difficult to amortize into the relevant asset group, the book value shall be
amortized into the relevant asset group combination. The relevant asset group or asset group combination refers to
that benefitting from the synergistic effect of the business combination and is not more than the report portion
recognized by the company.
When the relevant asset group or the asset group combination including the goodwill are conducted the
impairment test, the impairment test should be firstly conducted for the asset group without the goodwill or the
asset group combination, the recoverable amount shall be calculated and the corresponding impairment loss shall
be recognized by comparison with the relevant book value if there exists the impairment for the asset group
relevant to the goodwill or the asset group combination. Then the impairment test should be conducted for the
asset group with the goodwill or the asset group combination, the impairment loss of the goodwill shall be
recognized and made the treatment according to the provisions of the asset group impairment stated in the notes if
the recoverable amount of the relevant asset group or the asset group combination is less than the book value by
comparison of the book value of these relevant asset group or the asset group combination (including the book
value of the goodwill amortized) with the recoverable amount.
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.Remuneration
（1）The scope of the employee remuneration
Remuneration refers to all kinds of rewards or compensation that the Company gives to get in return for the
services its employees provide or employment termination. It includes short-term compensation,
post-employment benefits, demission benefits and other long-term employee benefits.
Enterprises to provide employees spouse, child welfare, dependents, survivors and other beneficiaries
of deceased employees, etc., also belong to payroll.
During the company's accounting staff to provide services, the actual wages, bonuses, allowances and subsidies,
welfare, medical insurance, work injury insurance and maternity insurance and other social insurance, housing fu
nd confirmed, labor union funds, employee education funds and as a liability profit or loss or costs related assets.
If the debt is expected to provide services after the end of the annual reporting period in which an employee can
not be fully paid within twelve months, and the financial impact is material, the amount will be discounted liabili
ties measured after.
(2) Accounting methods for post-employment benefits
Post-employment benefits refer to the compensation and benefits that the Company gives to get in return for
employees’ services for their retirement or employment termination, excluding short-term compensation and
demission benefits. It falls into two categories, defined contribution plans and defined benefit plans.
① The defined contribution plan: the company shall no longer bear the further obligation to pay severance
benefit plans after the company deposits the fixed costs to the independent funds. The basic pension insurance and
the unemployment insurance shall be recognized as the liability according to the payable amount accounted by the
defined contribution plans and recorded onto the current profits and losses or the relevant asset costs during the
accounting period of the services provided by the staffs.
② The defined benefit plan: the severance benefit plans with the exception of the defined contribution plans.
(3) Accounting Treatment Method of Demission Welfare
The Company offers compensation to terminate employment with its employees before it expires or encourage
them to accept lay-off. Such compensation is demission benefits and counted in current profit and loss. The
employee compensation liabilities generated by the demission welfare shall be recognized on the early date and
recorded into the current profits and losses: (1) when the company can’t withdraw the demission welfare provided
due to the rundown suggestion or the termination of labor relations plans. (2) when the enterprise recognizes the
costs or the expenses related to the reorganization of demission welfare payment.
The economic compensation before the official retirement date shall be belong to the demission welfare when the
implementation of the internal retirement plan for workers. During the period from the termination of service date
to the normal retirement date, the paid internal retirement payroll and social insurance charges shall be once
recorded into the current profits and losses. The economic compensation after the official retirement date (such as
the normal retirement pension) should be handled according to the welfares after the demission.
24.Estimated liabilities
The company should recognize the related obligation as a provision for liability when the obligation meets the
following conditions:
(1) That obligation is a present obligation of the enterprise;
(2) It is probable that an outflow of economic benefits from the enterprise will be required to settle the obligation;
(3) A reliable estimate can be made of the amount of the obligation.On the balance sheet date, an enterprise shall
take into full consideration of the risks, uncertainty, time value of money, and other factors pertinent to the
Contingencies to measure the estimated liabilities in accordance with the best estimate of the necessary expenses
for the performance of the current obligation.
When all or some of the expenses necessary for the liquidation of an estimated liabilities of an enterprise is
expected to be compensated by a third party, the compensation should be separately recognized as an asset only
when it is virtually certain that the reimbursement will be obtained. Besides, the amount recognized for the
reimbursement should not exceed the book value of the estimated liabilities
25.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.
26. Revenues
Whether the Company needs to comply with the disclosure requirements for specific industrie
No
The company’s incomes mainly include the toll service revenues and the services provision.
(1) The recognition principle of the toll service revenues is that the toll revenues refer to the charges of operating
the toll roads and shall be recognized in the actual charge.
(2) The recognition principle of the services provision is as follows:
The labor services started and completed within the same fiscal year shall be recognized as the revenues when the
labor services finished. If the labor services started and completed in the different fiscal year and under the
reliable estimation of the provided services transaction results, the company shall recognize the relevant service
incomes according to the completion percentage method at the balance sheet date. The results of the transaction
can be estimated reliably when the following requirements are all met: (1) total revenues and total labor costs can
be measured reliably. (2) the economic benefits relevant to the transaction will flow into the enterprise. (3) the
competition degree of the labor services can be reliably determined.
27.Other Comprehensive Incomes
Other comprehensive incomes refer to the profits and losses unrecognized in the current profits and losses
according to other provisions of accounting standards. There are two reports:
(1) Other comprehensive incomes that unable to be reclassified into the profits and losses in the future accounting
period, mainly including the changes caused by the net liabilities and the net assets of the defined benefit plan that
re-measured and the shares of other comprehensive incomes that accounted and unable to be reclassified into the
profits and losses for the invested party in the future accounting period according to the equity method.
(2) Other comprehensive incomes that reclassified into the profits and losses in the future accounting period when
the requirements are met, the shares of other comprehensive incomes that accounted and reclassified into the
profits and losses for the invested party in the future accounting period according to the equity method when the
requirements are met, the profits or losses caused by the fair value changes of the sellable financial assets, the
profits or losses generated by the sellable financial assets reclassified for the held-to-maturity investment, the
effective hedging portion of the profits and losses issued by the cash flow hedging instruments, and the translation
differences of foreign financial statements.
28.Governmental subsidy
(1)Basis and accounting methods for assets related government subsidies
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.
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) Judgment basis and accounting treatment of government subsidies related to profits
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.
29.Deferred income tax assets and deferred income tax liabilities
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.
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.
30.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.
31.Change of main accounting policies and estimations
⑴Change of accounting policies
□ Applicable √ Not applicable
⑵Change of accounting estimations
□ Applicable √ Not applicable
VI. Taxation
1. Major category of taxes and tax rates
Tax category Tax basis Tax rate
Toll income, Rent income and Labour
VAT 3%、5%、6%、11%、17%
income
City maintenance and construction tax The actual payment of turnover tax 7%、5%
Enterprise income tax Taxable income 25%
.Education surcharges The actual payment of turnover tax 3%
Local Education surcharges
The actual payment of turnover tax 2%
Toll income, Rent income and Labour
Business tax 3%、5%
income
Notes of the disclosure situation of the taxpaying bodies with different enterprises income tax rate
2.Preferential tax
Nil
VII. Notes to the major items of consolidated financial statement
1.Monetary Capital
In RMB
Items Amount in year-end Amount in year-begin
Cash 50,695.89 138,192.93
Bank deposit 2,602,516,079.26 1,198,752,797.31
Other 712,869.10 738,286.61
Total 2,603,279,644.25 1,199,629,276.85
Other notes
Nil
2. Account receivable
1.Classification account receivables.
In RMB
Amount in year-end Amount in year- begin
Book Balance Bad debt provision Book Balance Bad debt provision Book
Type Book value
Amount Proportion( Amount Proportion( Amount Proportion( Amount Proportion( value
%) %) %) %)
Account receivable
with single major
32,054,176. 32,054,176 64,144,586 64,144,586
amount and withdrawal 78.46% 82.58%
60 .60 .08 .08
bad debt provision for
single item
Account receivable
withdrawalbad debt
8,800,188.0 8,627,020. 13,532,877 13,252,119
provision by group of 21.54% 173,167.66 1.97% 17.42% 280,757.62 2.07%
7 41 .08 .46
credit risk
characterstics
40,854,364. 40,681,197 77,677,463 77,396,705
Total 100.00% 173,167.66 0.42% 100.00% 280,757.62 0.36%
67 .01 .16 .54
Receivable accounts with large amount individually and bad debt provisions were provided
√ Applicable □Not applicable
In RMB
Amount in year-end
Receivable accounts（Unit） Bad debt
Receivable accounts Proportion Reason
provision
Guangdong Union Electronic Services Co., Been recovered after the
16,812,761.55
Ltd.
period
Guangdong Xinyue Traffic Investment Been recovered after the
5,333,036.61
Co.,Ltd.
period
Been recovered after the
Guangdong Humen Bridge Co., Ltd. 5,095,878.42
period
Guangdong Jingzhu Expressway Guangzhu Been recovered after the
4,812,500.02
North Section Co., Ltd.
period
Total 32,054,176.60 -- --
- Account receivable on which bad debt provisions are provided on age basis in the group：
√ Applicable □Not applicable
In RMB
Balance in year-end
Aging
Receivable accounts Bad debt provision Withdrawal proportion
Subitem within 1 year
Subtotal within 1 year 8,024,844.91
1-2 years 549,343.16 54,934.32 10.00%
2-3 years 15,833.33 4,750.00 30.00%
3-4 years 189,166.67 94,583.34 50.00%
4-5 years 21,000.00 18,900.00 90.00%
Total 8,800,188.07 173,167.66 1.97%
Notes of the basis of recognizing the group:
Refer to \"Notes 5 the financial statements of the important accounting policies and accounting estimates No. 11
Recognition and withdrawal method of bad debts.
In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision：
□ Applicable √ Not applicable
In the groups, accounts receivable adopting other methods to accrue bad debt provision:：
Nil
（2）Accrual period, recovery or reversal of bad debts situation
The current amount of provision for bad debts is RMB0.00 ; recovery or payback for bad debts Amount is
RMB67,589.96.
Where the current bad debts back or recover significant amounts:Nil
（3）The current accounts receivable write-offs situation
In RMB
Items Amount
The current accounts receivable write-offs 40,000.00
The current accounts receivable write-offs situation
Explanation for write-off of account receivables:Nil
（4）The ending balance of other receivables owed by the imputation of the top five parties
Name Amount Aging Proportion(%) Bad debt
provision
Guangdong Union Electronic Services Co., Ltd. 16,812,761.55 Within 1 year 41.16
5,333,036.61 Within 2 year 13.05
Guangdong Xinyue Traffic Investment Co.,Ltd.
s
Guangdong Humen Bridge Co., Ltd. 5,095,878.42 Within 1 year 12.47
Guangdong Jingzhu Expressway Guangzhu 4,812,500.02 Within 1 year 11.78
North Section Co., Ltd.
1,731,458.36 Within 1 year 4.24
Guangzhou Xiehou Advertising media Co., Ltd.
33,785,634.96 82.70
Total
（5）Account receivable which terminate the recognition owning to the transfer of the financial assets
Nil
(6)The amount of the assets and liabilities formed by the transfer and the continues involvement of
accounts receivable
Nil
Other notes
Nil
3. Prepayments
（1）Age analysis
In RMB
Balance in year-end Balance in year-begin
Age
Amount Proportion（%） Amount Proportion（%）
Within 1 year 2,655,392.35 92.84% 6,556,299.23 88.72%
1-2 years 35,000.00 1.22% 664,227.74 8.99%
2-3 years 169,738.00 5.93% 169,738.00 2.29%
Over 3 years 2,860,130.35 -- 7,390,264.97 --
Total
Notes of the reasons of the prepayment ages over 1 year with significant amount but failed settled in time:
Nil
(2) Top 5 of the closing balance of the prepayment colleted according to the prepayment target
Name Amount Time Proportion(%)
Ping An Insurance 1,074,651.30 Within 1 year 37.57
Guangdong Litong Real estate Investment Co., Ltd. 700,087.62 Within 1 year 24.48
Guangdong Guanyue Luqiao Co., Ltd. 242,256.40 Within 1 year 8.47
Guangzhou Maritime Court 169,738.00 Within 1 year 5.93
Beijing Shibang Weilishi Property Management 148,224.11 Within 1 year 5.18
Services Co., Ltd.
Total 2,334,957.43 81.63
Other notes
Nil
4.Other accounts receivable
(1) Other accounts receivable disclosed by category
In RMB
Balance in year-end Balance in year-end
Book Balance Bad debt provision Book Balance Bad debt provision
Type
Amount Proporti Amount Proporti Book value Amount Proporti Amount Proporti Book value
on(%) on(%) on(%) on(%)
Other Account receivable with single
major amount and withdrawal bad debt 53,351,565.01 66.56% 53,351,565.01 100.00% 53,351,565.01 72.77% 53,351,565.01 100.00%
provision for single item
Other Account receivable
withdrawalbad debt provision by 26,807,191.45 33.44% 1,639,311.92 6.12% 25,167,879.53 19,961,129.27 27.23% 1,695,657.14 8.49% 18,265,472.13
group of credit risk characterstics
Total 80,158,756.46 100.00% 54,990,876.93 68.60% 25,167,879.53 73,312,694.28 100.00% 55,047,222.15 75.09% 18,265,472.13
Other receivable accounts with large amount and were provided had debt provisions individually at end of period.
√ Applicable □ Not applicable
In RMB
Balance in year-end
Other receivable（Unit） Bad debt
Other receivable Proportion Reason
provision
The parent company once paid RMB 33,683,774.79 into Kunlun Securities Co., Ltd,
Kunlun Sercurities Co.,Ltd. 49,343,885.10 49,343,885.10 100.00% 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
Balance in year-end
Other receivable（Unit） Bad debt
Other receivable Proportion Reason
provision
court made a adjudication under law declared that Kunlun Securities Co., Ltd went
bankrupt and repaid debt in Novemeber 11, 2006. On March 2007, The Company and
Guangdong Expressway Technology Investment 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.The RMB 652,012.00 Cridit
was recovered in 2014, 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. Eight millions of it was entrust
loan, three million was temporary borrowing RMB 12,400.00 is the commission loan
interest, the rest of it was advance money for another, Beijing Gelin Enze Organic
Beijing Gelin Enze Organic Fertilizer Fertilizer Co., Ltd’s operating status was had and had already ceased producing,
4,007,679.91 4,007,679.91 100.00%
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.
The company in 2014 recovered arrears of RMB 8,000,000.00, rushed back to the provisio
n for bad debts and write off uncollected interest entrusted loans according to the settleme
nt agreement of RMB 212,400.00.
Total 53,351,565.01 53,351,565.01 -- --
Other receivable accounts in Group on which bad debt provisions were provided on age analyze basis：
√Applicable □Not applicable
In RMB
Amount in year-end
Aging
Other receivable Bad debt provision Withdrawal proportion
Subitem within 1 year
Subtotal within 1 year 19,448,555.06
1-2 years 98,403.98 9,840.40 10.00%
2-3 years 318,280.87 95,484.26 30.00%
Over 3 years 50.00%
4-5 years 90.00%
Over 5 years 1,533,987.26 1,533,987.26 100.00%
Total 21,399,227.17 1,639,311.92 7.66%
Notes of the basis of recognizing the group:
Refer to \"Notes 5 the financial statements of the important accounting policies and accounting estimates No. 11
Recognition and withdrawal method of bad debts.
In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Not applicable
In the groups, other accounts receivable adopting other methods to accrue bad debt provision:
√ Applicable □ Not applicable
Name Amount in year-end
Other account Bad debt Withdrawal Reason
receivable provision proportion（%）
Guangdong Litong Real estate Investment Co., Ltd. 1,435,856.00 Deposit
Guangdong Expressway Co., Ltd. 815,736.56 Quality guarantees
fund
Guangdong Guanghui Expressway Co., Ltd 1,112,967.45 Quality guarantees
fund
Guangdong Guanghui Expressway Co., Ltd 419,326.00 Contract performance
grarantee fund
Beijing Shibang Weilishi Property Management 393,331.00 Deposit
Services Co., Ltd.
Guangdong Xinyue Traffic Investment Co.,Ltd. 168,562.60 Quality guarantees
fund
CRCC Harbour & Channel Engineering Bureau 165,169.25 Quality guarantees
Group Co., Ltd. fund
Zhaoqing Guanghe Expressway Co., Ltd. 163,620.63 Quality guarantees
fund
Name Amount in year-end
Other account Bad debt Withdrawal Reason
receivable provision proportion（%）
Guangshen Zhu Expressway Co., Ltd. 121,280.00 Quality guarantees
fund
Guangdong Guangzhu West Line Expressway Co., 100,639.00 Quality guarantees
Ltd. fund
Guangdong Highway Construction Co., Ltd. 76,563.00 Contract Grarantee
fund
Chengdu Shuguang Fibre-optical Metwork Co., ltd. 59,758.09 Quality guarantees
fund
Guangdong Jingzhu Expressway Guangzhu North 55,694.00 Quality guarantees
Co., ltd. fund
Guangdong Feida Communication Engineering Co., 50,799.25 Quality guarantees
Ltd. fund
Guangdong Boda Expressway Co., Ltd. 45,480.00 Quality guarantees
fund
Guangdong Kaiyang Expressway Co., Ltd. 33,300.00 Quality guarantees
fund
Guangdong West Coastal Expressway Zhuhai 31,945.45 Quality guarantees
Section Co., ltd. fund
Guangzhou Chengcheng Auto Leasing Service Co., 30,000.00 Deposit
ltd.
Guangzhou Tuzhiling Compoter technology Co., 21,330.00 Quality guarantees
Ltd. fund
Guangdong Jiangzhong Expressway Co.,ltd. 19,708.00 Quality guarantees
fund
Guangzhou Saitisi Electromechanical Installation 15,875.00 Quality guarantees
Engineering Co., Ltd. fund
Shanxi Hantang Compoter Co., Ltd. 14,250.00 Quality guarantees
fund
Guangzhou Dingrong Information Technology Co., 10,950.00 Quality guarantees
Ltd. fund
Guangdong Zhonglin Electrical Installation 8,820.00 Quality guarantees
Engineering Co., Ltd. fund
Guangdong Humen Bridge Co., Ltd. 8,338.00 Quality guarantees
fund
Deposit 5,000.00 Deposit
Guangdong Guangle Expressway Co., Ltd. 4,832.00 Quality guarantees
fund
Beijing Gongke Feida Transport Engineering 4,140.00 Quality guarantees
Name Amount in year-end
Other account Bad debt Withdrawal Reason
receivable provision proportion（%）
Development Co., Ltd. fund
Guangdong West Coastal Expressway Xinhui 3,790.00
Quality guarantees
Section Co., Ltd.
fund
Guangdong Guangshao Expressway Co., Ltd. 3,762.70
Quality guarantees
fund
Guangdong Yueyun Communication Co., Ltd. 3,032.00
Quality guarantees
fund
Guangdong Deluosi Lighting Indistry Co., Ltd. 1,662.00
Quality guarantees
fund
Shanxi Sihe Communication Engineering Co., ltd. 1,600.00
Quality guarantees
fund
Foshan Nanhai Jiangyi Bottled water stores 700.00 Deposit
Guangdong Weishi Highway Engineering Co.,Ltd. 146.30 Quality guarantees
fund
Total 5,407,964.28
（2）Accrual period, recovery or reversal of bad debts situation
The current amount of provision for bad debts is RMB0.00; recovery or payback for bad debts Amount is RMB
56,345.22.
Where the current bad debts back or recover significant amounts:Nil
(3) The actual write-off other accounts receivable:Nil
(4) Other accounts receivable classified by the nature of accounts
In RMB
Nature Closing book balance Opening book balance
Securities trading settlement funds balance 49,343,885.10 49,343,885.10
Guarantee deposit 4,641,268.72 5,034,205.25
Current account of gelin enze 4,007,679.91 4,007,679.91
Pretty cash 3,850,100.00 4,100,100.00
Advertising and service fee 2,818,648.03 1,978,678.79
Other 15,497,174.70 8,848,145.23
Nature Closing book balance Opening book balance
Total 80,158,756.46 73,312,694.28
(5) Top 5 of the closing balance of the other accounts receivable colleted according to the arrears party
In RMB
Proportion of the
total year end
Closing balance of
Name Nature Closing balance Aging balance of the
bad debt provision
accounts
receivable(%)
Kunlun Securities Securities trading set
49,343,885.10 Over 5 years 61.56% 49,343,885.10
Co.,Ltd tlement funds
Guangdong Tongtyi
Expressway
Rent 9,170,589.80 Within 1 year 11.44%
Service Area Co.,
Ltd.
Beijing Gelin Enze Current account 4,007,679.91 Over 5 years 5.00% 4,007,679.91
Advertising and serv
Guangdong Xinlu
ice fee 1,589,781.22 Withn 1 year 1.98%
Advertising Co.,ltd.
Heshan
Communication Real
Current account 1,470,000.00 Over 5 years 1.83% 1,470,000.00
estate Development
Company
Total -- 65,581,936.03 -- 81.81% 54,821,565.01
(6) Accounts receivable involved with government subsidies: Nil
(7) Other account receivable which terminate the recognition owning to the transfer of the financial assets:
Nil
(8) The amount of the assets and liabilities formed by the transfer and the continues involvement of other
accounts receivable
Nil
Other notes
Nil
5.Inventory
Whether the Company needs to comply with the disclosure requirements for specific industrie
No
（1）Inventory types
In RMB
Year-end balance Year-beginning balance
Items
Provision for bad Provision for bad
Book Balance Book value Book Balance Book value
debts debts
Inventory 323,888.89 323,888.89
Engineering
800,998.80 800,998.80
construction
Total 323,888.89 323,888.89 800,998.80 800,998.80
Whether the company is required to comply with the \"Shenzhen Stock Exchange Industry Information
Disclosure Guidelines No. 4 - listed companies engaged in seed industry, planting business\" disclosure
requirements
Yes
- By the end of this period, no situation that needs provision for decline in value was found in inventories.
（2）Inventory falling price reserves
Nil
(3) Description of The closing balance of inventories contain the amount of borrowing costs capitalized
Nil
(4) Completed unsettled assets formed from the construction contact at the period-end
Other notes
Nil
6.Non-current asset due within 1 year
In RMB
Items
Year-end balance Year-beginning balance
Advance business tax 55,719.14
Total 55,719.14
Other notes
Nil
7. Available-for-sale financial assets
(1) List of available-for-sale financial assets
In RMB
Amount in year-end Amount in year- begin
Items Bad debt Bad debt
Book balance Book value Book balance Book value
provision provision
Available-for-sale
1,755,215,132.77 36,793,200.00 1,718,421,932.77 1,832,849,264.29 36,793,200.00 1,796,056,064.29
equity Instruments
Measured by fair value 919,846,831.04 919,846,831.04 997,480,962.56 997,480,962.56
Measured by cost 835,368,301.73 36,793,200.00 798,575,101.73 835,368,301.73 36,793,200.00 798,575,101.73
Total 1,755,215,132.77 36,793,200.00 1,718,421,932.77 1,832,849,264.29 36,793,200.00 1,796,056,064.29
(2) Available-for-sale financial assets measured by fair value at the period-end
In RMB
Available-for-sale equity Available-for-sale Debt
Type Total
instruments instruments
Cost of the equity
instruments/amortized
517,560,876.80 517,560,876.80
cost of the liabilities
instruments
Fair value 919,846,831.04 919,846,831.04
Changed amount of the
fair value accumulatively
402,285,954.24 402,285,954.24
included in other
comprehensive income
(3) Available-for-sale financial assets measured by cost at the period-end
In RMB
Investee Book balance Impairment provision Shareholdin Cash bonus
g proportion of the
Period-begi Period Period-beg Decre Period
n Increase Decrease in Increase
-end ase -end
Guangdong
Radio and
Television
Networks 50,000,000 50,000,00
2.97% 1,180,516.15
investment No.1 .00 0.00
Limited
partnership
enterprise
Kunlun
30,000,000 30,000,00 30,000,000 30,000,00
5.74%
Securities Co., .00 0.00 .00 0.00
Ltd.（Notes1）
Huaxia
5,400,000. 5,400,000 5,400,000. 5,400,000.
0.27%
Securities Co., 00 .00 00
Ltd.（Notes 2）
Huazheng
Assets
1,620,000. 1,620,000 1,393,200. 1,393,200.
Management 0.54%
00 .00 00
Co. Ltd.
（Notes3）
Guangdong
Guangle
748,348,30 748,348,3
Expressway 9.00%
1.73 01.73
Co., Ltd.(Notes
4)
835,368,30 835,368,3 36,793,200 36,793,20
Total -- 1,180,516.15
1.73 01.73 .00 0.00
(4) Changes of the impairment of the available-for-sale financial assets during the reporting period
In RMB
Available-for-sale Available-for-sale
Type Total
Equity instruments Debt instruments
Balance of the withdrawn
36,793,200.00 36,793,200.00
impairment at the
period-begin
Withdrawn at the period 36,793,200.00 36,793,200.00
⑸Relevant description of the end of the fair value of the equity instruments at the end of a serious decline
in fair value or non temporary decline but not related to impairment provision
Other notes
Notes 1.The owner's equity of Kunlun Securities Co., Ltd. was negative and it entered liquidation procedure in
October 2005. A wholly owned subsidiary of Guangdong Expressway Technology Investment Co., Ltd. Will
invest Kunlun Securities Co., Ltd.'s full provision for impairment of RMB 30 million.
Notes 2: 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 3: 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.
Notes 4: As of December 31, 2016, Guangdong Guangle Expressway Co., Ltd. total assets of RMB 32920.3511
million, the total liabilities of RMB 24751.8466 million; 2016 to achieve operating income of RMB 713.0347
million, net profit of RMB -111.6282 million.
8. Long-term equity investment
In RMB
Increase/decrease
Closing
Adjustment Cash bonus
Opening Investment profit and Withdrawal of balance of
Investees Additional Negative of other Changes of or profits Closing balance
