1、 Annual Report for 2003 Guangdong Provincial Expressway Development Co.,Ltd.March 2004 Important Notes The Board of Directors and the directors of the Company hereby warrant that there are no misstatement,misleading representation or important omissions in this report and shall assume joint and seve
2、ral liability for the authenticity,accuracy and completeness of the contents hereof.Director Mr.Ma Chunsheng did not attend the board meeting due to business trip and authorized another director to attend the board meeting and vote on his behalf.The board chairman of the Company Mr.Cao Xiaofeng,gene
3、ral manager Mr.Huo Yanbin and chief accountant Mr.Xiao Laijiu represent and warrant the financial report in this annual report is true and complete.Table of Contents I.Brief Introduction of the Company-1-II.Highlights of Accounting Data and Business Data-3-III.Particulars about Changes in Share Capi
4、tal and Shareholders-8-IV.Particulars about Directors,Supervisors,Senior Executives and Employees-12-V.Corporate Administration Structure-16-VI.Brief Introduction of Shareholders General Meeting-18-VII.Report of the Board of Directors-19-VIII.Report of the Supervisory Committee-34-IX.Important Event
5、s-37-X.Financial Report-41-XI.List of Documents Available for Inspection-This Report has been prepared in both Chinese and English.In case of any discrepancy,the Chinese version shall prevail.1 I Brief Introduction of the Company I.Legal name of the Company In Chinese:In English:Guangdong Provincial
6、 Expressway Development Co.Ltd.English Abbreviation:GPED II.Legal Representative:Cao Xiaofeng III.The secretary to the board of directors:Xiao Laijiu Contact address 85 Baiyun Road,Guangzhou,Guangdong Tel(020)83731363 Fax(020)83731384 Email:Securities affair representative Zuo Jiang Contact address
7、85 Baiyun Road,Guangzhou,Guangdong Tel(020)83731365 Fax(020)83731384 Email:IV.Registered address 85 Baiyun Road,Guangzhou,Guangdong Business address 85 Baiyun Road,Guangzhou,Guangdong Zip code 510100 Email:V.Newspapers selected by the Company for information disclosure:Securities Times,China Securit
8、ies Daily,Shanghai Securities Daily,Tak Kung Pao and Hong Kong Commercial Daily.Internet website for publishing the annual report of the Company:http:/Place for preparing and placing the annual report of the Company:85 Baiyun Road,Guangzhou,Guangdong VI.Stock exchange for listing:Shenzhen Stock Exch
9、ange Stock abbreviation:Guangdong Expressway A,Guangdong Expressway B Stock code:000429,200429 VII.Other Relevant Information 1.The date of first registration:February 9,1993 Registered address 4/F,Dongjian Building,503 Dongfeng Central Road,Guangzhou The date of last registration change:May 12,2003
10、 Registered address 85 Baiyun Road,Guangzhou 2.Registration number of business license of incorporated enterprise:QGYZZ No.002875 3.Tax registration number 440102190352102 4.The certified public accountants retained by the Company Guangzhou Yangcheng Certified Public Accountants Co.,Ltd.Office addre
11、ss:25/F,Jianlibao Building,410 Dongfeng Central Road,Guangzhou.2 Ernst and Young.Address of representative office in China:Room 1110 and 1111,Main Office Building,Guangdong International Hotel,339 Huanshi East Road,Guangzhou.3 II Highlights of Accounting Data and Business Data I.The total profit ear
12、ned by the Company in the report year and its composition Unit:RMB Item 2003 Total profit 410,328,890.85Net profit 181,182,988.13Net profit after deducting non-recurring gains and losses 179,523,737.75Profit from main operation 518,769,487.31Profit from other operations 8,420,685.31Operating profit
13、396,789,213.58Investment income 21,134,524.72Subsidy income 0.00Net non-operating income and expenses-7,594,847.45Net amount of cash flow from operating activities 453,597,911.36Net increase or decrease of cash and cash equivalents 116,408,374.43 Note 1.Apart from issuing financial report pursuant t
14、o Chinese accounting standards,the Company also issued financial report pursuant to international accounting standards for reference by overseas investors.The(consolidated)net profit calculated by domestic accountants pursuant to Chinese accounting standards is RMB 181,182,988.13.The(consolidated)ne
15、t profit calculated by overseas accountants pursuant to international accounting standards is RMB 144,494,000.00.The difference between them is RMB 36,688,988.13.Refer to supplementary accounting information(I)in this chapter for detailed reasons for the difference.Note 2:Items of non-recurring gain
16、s and loss deducted and involved amount Unit:RMB Items of non-recurring gains and losses Book amount+representing gains/-representing losses 1-1 Gains and losses on disposition of long-term equity investment 141,736.23(Including amortization of difference of equity investment)-26,141,538.491-2 Gains
17、 and losses on the disposition fixed assets,construction in progress,intangible assets and other long-term assets-2.Tax refund,deduction and exemption that is examined and approved by authority exceeding or has no official approval document-3.Government subsidy in various forms-4.Fund possession cos
18、t collected from non-financial enterprises and accounted for as gains and losses for the current period 25,468,237.74 4 5.Short-term investment gains and losses 6,075,742.286.Gains and losses on entrusted investment-7.Non-operating income and expenses after deducting fixed provision for impairment o
19、f assets generally made by the Company according to Accounting Regulations for Business Enterprises.1,505,152.558.Provision for impairment of assets made due to force majeure factors such as natural calamity-9,100,000.009.Writeback of provision for impairment made in previous years 4,151,507.8810.Ga
20、ins and losses on debt restructuring 11.Gains and losses on asset swap 12.Gains and losses on the part exceeding fair value generated by the transaction price that is apparently unfair 13.Retroactive adjustment by the change of accounting policies to the net profit of previous periods in comparative
21、 financial statements 14.Other items confirmed by CSRC Subtotal 2,100,838.1915.Amount of influence of the above items on income tax-441,587.81Amount involved by the above items 1,659,250.38 II.Main accounting data and financial indicators of the Company in the last three years as of the End of the R
22、eport Period are as follows:2002 2001 Item 2003 Before adjustment After adjustment Before adjustment After adjustment Income from main operation(RMB)797,190,721.00 753,156,947.00 753,156,947.00 625,400,744.00 625,400,744.00Net profit(RMB)181,182,988.13 171,955,320.42 171,024,582.16 158,930,022.26 41
23、,608,877.38Total assets(RMB)6,663,419,082.32 6,140,580,965.34 6,140,580,965.34 5,775,201,426.79 5,775,201,426.79Shareholders equity not including minority interests RMB 3,534,078,664.97 3,366,648,343.28 3,480,312,041.99 3,331,314,404.76 3,434,952,741.39Earnings per share(RMB/share)(fully diluted)0.1
24、 4 0.1 4 0.1 4 0.13 0.11Earnings per share(RMB/share)(weighted average)0.14 0.14 0.14 0.13 0.13Earnings per share after deducting non-recurring gains and losses(RMB/share)0.14 0.15 0.15 0.12 0.12Net assets per share after adjustment RMB/share 2.81 2.68 2.77 2.65 2.73Net assets per share after adjust
25、ment RMB/share 2.80 2.65 2.75 2.63 2.72Net cash flow per share from operating activities 0.3 6 0.2 8 0.2 8 0.38 0.38Return on net assets(fully diluted)5.1 3%5.11%4.9 1%4.77%4.1 2%5 Return on net assets(weighted average)5.0 7%5.0 5%4.8 6%4.71%4.11%Weighted return on equity after deducting non-recurri
26、ng gains and losses 5.03%5.61%5.20%4.51%4.41%III.Particulars about changes in shareholders equity in the report period Unit:RMB Item Share capital Capital surplus Surplus reserve Statutory public welfare fund Undistributed profit Total shareholders equities Beginning balance 1,257,117,748.00 1,534,8
27、06,463.84 325,585,353.11 61,370,883.06 362,802,477.04 3,480,312,041.99Increase in current period 1,326.95 27,177,448.22 9,059,149.41 28,289,765.11 53,766,622.98Decrease in current period Ending balance 1,257,117,748.00 1,534,807,790.79 325,762,801.33 70,430,032.47 391,096,242.15 3,534,078,664.97Reas
28、on for change I.The interest of paid-up capital during the period of capital verification of subsidiaries Appropriation for surplus reserve Appropriation for statutory public welfare fund Profit for the year Profit for the year IV.Supplementary accounting information(I)Reason for the difference betw
29、een net assets and net profits for the report period calculated pursuant to domestic and international accounting standards Unit of amount:RMB000 Net profit Net assetsStated pursuant to Chinese accounting standards 181,183 3,533,329Depreciation adjustment,net-10,830-85,926Adjustment of goodwill amor
30、tization generated by the acquisition of the shareholders equity of affiliated companies and subsidiaries,net 8,785 21,509Writeback adjustment of the unrealized income from the transfer of Jiujiang Bridge 2,323-38,888Write-off adjustment of deferred tax and assets corresponding to the unrealized inc
31、ome from the transfer of Jiujiang Bridge-822 2,391Recognition and amortization of other long-term assets-2,859 13,152Short-term investment stated according to the market value at the end of the period-4,883-609 6 Deferred tax recognition-17,652-30,200The income tax and overdue fine additionally paid
32、 and appropriated as required by tax bureau in the report year-12,048-Others 1,297-2,589Stated pursuant to international accounting standards 144,494 3,412,169The overseas audit body auditing the Company is Ernst and Young.(II)According to the gist of No.9 circular of CSRC on the promulgation of Rul
33、es on Information Disclosure of Companies Publicly Issuing Securities,the return on equity and earnings per share of the Company for 2003 calculated on fully diluted basis and weighted average basis are as follows:Return on equity Earnings per share(RMB)Profit for the report period Fully dilutedWeig
34、hted average Fully diluted Weighted average Profit from main operation 14.68%14.53%0.41 0.41 Operating profit 11.23%11.11%0.32 0.32 Net profit 5.13%5.07%0.14 0.14 Net profit after deductingnon-recurring gains and losses 5.08%5.03%0.14 0.14(III)Schedule of provision for impairment of assets Unit of a
35、mount RMB Item Beginning balance Increase in current periodAmount transferred back in current period Ending balanceI.Total provision for bad debts 1,470,000.00 0.00 0.00 1,470,000.00 Including Accounts receivable 0.00 0.00 0.00 0.00 Other receivables 1,470,000.00 0.00 0.00 1,470,000.00 II.Total prov
36、ision for impairment of short-term investment 2,498,960.07 0.00 2,353,482.34 145,477.73 Including Stock investment 479,239.59 0.00 333,761.86 145,477.73 Bond investment 2,019,720.48 0.00 2,019,720.48 0.00 III.Total provision for impairment of inventories 0.00 0.00 0.00 0.00 Including Merchandise inv
37、entory 0.00 0.00 0.00 0.00 Raw materials 0.00 0.00 0.00 0.00 IV.Total provision for impairment of long-term 19,052,037.57 0.00 1,798,025.54 17,254,012.03 7 investment Including Long-term equity investment 7,316,627.50 0.00 1,798,025.54 5,518,601.96 Long-term creditors right investment 0.00 0.00 0.00
38、 0.00 V.Total provision for impairment of fixed assets 7,000,000.00 9,100,000.00 0.00 16,100,000.00 Including Houses and buildings 0.00 3,700,000.00 0.00 3,700,000.00 Machinery and equipment 0.00 0.00 0.00 0.00 VI.Total provision for impairment of intangible assets 0.00 0.00 0.00 0.00 Including Pate
39、nt right 0.00 0.00 0.00 0.00 Trademark right 0.00 0.00 0.00 0.00 VII.Provision for impairment of construction in progress 0.00 0.00 0.00 0.00 VIII.Provision for impairment of entrusted loan 0.00 0.00 0.00 0.00 8 III Particulars about Changes in Share Capital and Shareholders I.Statement of changes i
40、n shares Unit share Increase or decrease this time(+/-)Before this change Right shares Bonus shares Capitalization of common reserve fund Secondary offering Others Subtotal After this change I.Non-negotiable shares 1.Promoters shares 512,142,945 512,142,945Including State-owned shares 474,780,525 47
41、4,780,525Domestic corporate shares 37,362,420 37,362,420Overseas corporate shares Others 2.Raised corporate shares 166,694,053 166,694,053Including Domestic corporate shares 121,694,053 121,694,053Overseas corporate shares 45,000,000 45,000,0003.Staff shares 4.Preferred shares or others Total non-ne
42、gotiable shares 678,836,998 678,836,998II.Negotiable shares 9 1.Domestically listed RMB common shares 274,530,750 274,530,7502.Domestically listed foreign investment shares 303,750,000 303,750,0003.Overseas listed foreign investment shares 4.Others Total negotiable shares 578,280,750 578,280,750III.
43、T otal shares 1,257,117,748 1,257,117,748 II.Share issue and listing 1.The Company did not issue shares in the recent three years.2.In the report period the total number of shares and share structure of the Company remained unchanged.3.At the end of the report period,the Company did not have staff s
44、hares.III.Particulars about Shareholders 1.As of December 31,2003 the Company had 106,094 shareholders in total.2.Particulars about the shareholding of principal shareholders Name of shareholder Increase or decrease in the year Number of shares held at the end of year(shares)Proportion(%)Type of sha
45、re Quantity of pledged or frozen shares Nature of shareholder Guangdong Communication Group Co.,Ltd.474,780,525 37.77%Non-negotiableNil State-owned shares IJM OVERSEAS VENTURES SDN.BHD.65,055,917 5.18%Note(1)Nil Shareholder holding foreign investment shares Guangdong Expressway Co.,Ltd.19,377,187 1.
46、54%Non-negotiableNil Corporate shares Guangdong Yuecai Trust Investment Co.,Ltd.14,062,500 1.12%Non-negotiableNil Corporate shares Shanghai Haitong Securities Shenzhen Business Dept.9,091,698 0.72%Negotiable Nil Shareholder holding negotiable 10 shares Xinhui City Siqian Town Economic Union Head Off
47、ice 5,176,890 0.41%Non-negotiableNil Corporate shares Shunde Foreign Economy Industrial Development Co.4,218,750 0.34%Non-negotiableNil Corporate shares Nanhai Huaying Group Company 3,741,328 0.30%Non-negotiable3,741,328 Corporate shares Shunde Communication Development Corporation 3,515,625 0.28%No
48、n-negotiableNil Corporate shares Labor Union of Jiangmen Highway Bureau 3,353,905 0.27%Non-negotiableNil Corporate shares(1)Among the top ten shareholders Guangdong Communication Group Co.,Ltd.holds 474,780,525 state-owned shares on behalf of the state.IJM OVERSEAS VENTURES SDN.BHD.is the shareholde
49、r holding foreign investment shares of the Company,holding 45 million non-listed foreign investment shares and 20,055,917 B shares.(2)Among the top ten shareholders Guangdong Communication Group Co.,Ltd.is the parent company of Guangdong Expressway Co.,Ltd.There is no relation between other sharehol
50、ders and they are not persons taking concerted action defined in Regulations on Disclosure of Information about Change in Shareholding of Shareholders of Listed Companies.(3)Among the top ten shareholders all shares held by Nanhai Huaying Group Company were judicially frozen.(4)According to ZJGSZ(20
