粤高速B:2015年年度报告(英文版)

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangdong Provincial Expressway Development Co., Ltd.

2015 Annual Report

March 2016

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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.Zhu Zhanliang, The Company leader, Mr. Wang Chunhua, General Manager, Mr. Fang Zhi, Chief financial

officer and the Ms.Liu Xiaomei, the person in charge of the accounting department (the person in charge of the

accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this annual

report.

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:

1,257,117,748 for the base, the Company would distribute cash dividend to all the shareholders at the rate of

CNY1.50 for every 10 shares (with tax inclusive) , 0 bonus shares(including tax)and no reserve would be

converted into share capital.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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. Financial Report

XI. Documents available for inspection

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Definition

Terms to be defined Refers to Definition

The Company /This Company Refers to Guangdong Provincial Expressway Development Co.,Ltd.

Guangfo Company Refers to The controlling subsidiary Guangfo Expressway Co., Ltd.

Fokai Company Refers to The controlling subsidiary Fokai Expressway Co., Ltd.

Guangdong Expressway Technology Investment Co., a wholly-owned

Technology Company Refers to

subsidiary of the Company

The controlling parent Company, Guangdong Communication Group

Communication Group Refers to

Co., Ltd.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 Zhu Zhanliang

Registered address 85 Baiyun Road, Guangzhou, Guangdong Province

Postal code of the Registered

510100

Address

Office Address 45-46/F, Litong Plaza, No.32, Zhujiang East Road, Zhujiang New City, Tihe Disrtict , Guangzhou

Postal code of the office

510623

address

Internet Web Site www.gpedcl.com

E-mail zqb@gdcg.cn

2. Contact person and contact manner

Board secretary Securities affairs Representative

Name Zuo Jiang Feng Xinwei

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 020-29004609 020-29004522

Fax 020-38787002 020-38787002

E-mail zuoj@126.com fengxw2007@163.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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

4.Changes in Registration

Organization Code 19035210-2

Changes in principal business activities

No change

since listing (if any)

On November 2000, In accordance with Cai Guan Zi (2008) No. 109 Document of

Ministry of Finance and Yue Ban Han (2000) No. 574 Document of General Office of

Guangdong People's Government, the state-owned shares of Guangdong Expressway

originally entrusted to Guangdong Expressway Company (now renamed as

Changes is the controlling shareholder in

"Guangdong Provincial Expressway Co., Ltd.") for management were transferred to

the past (if any)

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

Wang Shaohua, Yao Jing

Accountants as the signatiries

The sponsor performing persistant supervision duties engaged by the Company in the reporting period.

□ Applicable √ Not applicable

The Financial advisor performing persistant supervision duties engaged by the Company in the reporting period

□ Applicable √ Not applicable

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

2015 2014 Changed over last year(%) 2013

Operating Gross income(RMB) 1,545,498,589.11 1,455,054,983.70 6.22% 1,327,506,119.78

Net profit attributable to the

shareholders of the listed company 469,386,906.79 318,754,807.85 47.26% 127,777,721.75

(RMB)

Net profit after deducting of

non-recurring gain/loss attributable 442,162,503.47 307,337,119.08 43.87% 71,552,326.17

to the shareholders of listed

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

company(RMB)

Cash flow generated by business

996,993,291.19 967,241,746.79 3.08% 757,451,778.50

operation, net(RMB)

Basic earning per

0.37 0.25 48.00% 0.10

share(RMB/Share)

Diluted gains per

0.37 0.25 48.00% 0.10

share(RMB/Share)(RMB/Share)

Net asset earning ratio(%) 9.22% 6.90% 2.32% 3.01%

End of

End of 2015 Changed over last year(%) End of 2013

2014

Gross assets(RMB) 12,107,767,967.86 12,513,505,946.42 -3.24% 12,694,475,514.01

Net assets attributable to

shareholders of the listed company 5,209,289,822.59 5,016,176,476.09 3.85% 4,237,999,072.46

(RMB)

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

N/A

2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese

accounting standards.

□ Applicable √Not applicable

N/A

8.Main Financial Index by Quarters

In RMB

First quarter Second quarter Third quarter Fourth quarter

Operating income 357,469,802.88 366,923,084.71 410,958,621.31 410,147,080.21

Net profit attributable to the shareholders of the

89,949,365.89 141,906,004.20 161,435,234.27 76,096,302.43

listed company

Net profit after deducting of non-recurring

gain/loss attributable to the shareholders of listed 87,373,228.21 140,656,775.94 151,723,812.80 62,408,686.52

company

Net Cash flow generated by business operation 240,651,340.48 277,430,290.27 295,294,269.20 183,617,391.24

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.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

□ Yes √No

9.Items and amount of non-current gains and losses

√Applicable □Not applicable

In RMB

Amount

Items Amount (2015) Amount (2013) Notes

(2014)

Non-current asset disposal gain/loss(including the write-off part for

21,188,094.05 149,097.85 -23,918,178.20

which assets impairment provision is made)

Govemment subsidies recognized in currentgain and loss(excluding

those closely related to the Company’s business and granted under 480,000.00 150,000.00 450,000.00

the state’s policies)

Gain/loss on non-monetary asset swap 13,323,796.97

Except the effective hedge business related to the normal operation

business of the Company, the profit and loss in the changes of fair

values caused by the holding of tradable financial assets and tradable

3,493,826.63

financial liabilities as well as the investment returns in disposal of

tradable financial assets, tradable financial liabilities and saleable

financial assets

Single impairment test for impairment of receivables transferredback

8,652,012.00

to preparation

Operating income and expenses other than the aforesaid items 24,879,481.73 -838,802.06 -1,263,509.69

Other non-business income and expenditures other than the above 854,210.29 2,991,262.39

Less:Amount of influence of income tax 11,529,933.00 -179,496.34 -36,651,119.93

Amount of influence of minority interests(after tax) 8,647,449.75 -134,622.25 -27,488,339.94

Total 27,224,403.32 11,417,688.77 56,225,395.58 --

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.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

III. Outline of Company Business

I. Main Business the Company is Engaged in During the Report Period

The company belongs to the infrastructure industry and the company’s main business covers the construction of

expressways, classified highways and bridges, toll and maintenance of highways and bridges, vehicle rescue,

maintenance and cleaning and the company has the matching business of transportation and warehousing. The

company is one of the major institutes for developing expressways and large bridges in the Expressway System of

Guangdong Province.

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

Jiangzhong Expressway Co., Ltd., Zhaoqing Yuezhao Expressway Co., Ltd.,Ganzhou Kangda Expressway , Ganz

hou Gankang Expressway Co., Ltd.,Guangdong Yueke Technology Micro Loan Co., Ltd.and Guangdong Guangle

Expressway Co.,Ltd..

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.

Fixed assets The depreciation of Guangfo Company and Fokai Company at the current period.

Intangible assets No significant changes.

Construction in process No significant changes.

The share price of China Everbright Bank held by the Company fell, which resulted in

Available for sale financial assets

decreases in the fair value at the end of period.

Main reason of increase was the delayed settlement, separation and transfer of network

Account receivable

toll collection center.

Comprehensive influence of accumulation in business, the obtained investment income,

Monetary funds

the repayment of bank loan and dividend.

2. Main Conditions of Overseas Assets

□ Applicable √Not applicable

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

III. Analysis On core Competitiveness

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. The Guangfo expressway and the Fokai

expressway, controlled by the company, are part of the National Expressway Network Planning-“Five vertical and

seven horizontal”, 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”, which provides a strong

guarantee for stable traffic volume. Meanwhile, the regional economy is the critical factor that influences the

traffic volume, as Guangdong province is the economically developed region, with years’ continuous high growth

of GDP, so that provides the stable rising demand for the company.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

IV. Management’s Discussion and Analysis

I. General

In 2015,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 key year of comprehensive

deepening reform, the company focused on the overall strategic target of “being stronger and excellent” to

further promote the development of the enterprise transformation, for successfully completing every annual

target task.

1. 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.

2. Continually enhancing the construction of internal control system

In 2015, 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.

3. Working together for providing compliance support to the major asset restructuring

Upon the joint efforts made by the company and related parties and the intermediary agency, the item of the

major asset restructuring by Guangdong Expressway in year 2015 had been approved in the general shareholder

meeting in Sep, 2015 with high-proportion of affirmative votes, and the major asset restructuring plan had been

approved by the CSRC on Feb 5, 2016.

4. Successful completion of information disclosure work of year 2015 by the company.

In 2015, 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 69 provisional reports issued in the name of the board of directors

in year 2015 and all the reports were in line with the requirements by Shenzhen Stock Exchange.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

5. Continually strengthening the management of investor relations

Through the online communication day, investor relations interaction platform and hotline for investors, the

board of directors had communicated and exchanged with the investors under in compliance with the relevant

law and regulations. The company’s inside director, on behalf the board of directors, participated in the

illustration meeting of the company’s business performance of year 2015; aggregately participated in 11 times of

online reception days for investor interactions and accumulatively answered about 200 questions, which timely

and effectively completed the information disclosure of the major asset restructuring and the communication task

with high-quality, obtained good communication effects with the investors.

6. Guide the preparation of the Company’s “Thirteenth Five-Year” development plans and the company’s

development strategy (2015-2019)

In order to provide directional guidance for the company’s development for the next five years. The company’s

strategy committee of the board guided the company’s managers to complete the Company’s “Thirteenth

Five-Year” development plans and the company’s development strategy.

II. Main business analysis

I. General

The Company is an infrastructure industry, with main business in developing and operating expressway and big

bridges. It is one of the main institutions of developing expressway and big bridge in Guangdong Expressway

System. The expressway industry is the industry helped by government.

In the report period, the vehicle traffic and toll income of the controlled subsidiaries and joint ventures of the

Company are as follows:

Volume of vehicle traffic Increase /Decrease Toll income in 2015 Increase/Decrease

in 2015( vehicles) (%) (RMB’0000) (%)

Guangfo Expressway 50270053 9.38% 35707.70 6.34%

Fokai Expressway 46527879 9.45% 113964.85 6.11%

Huiyan Expressway 32204277 -6.09% 20045.76 -13.49%

Jingzhu Expressway Guangzhu Section 63152663 6.88% 108332.85 5.68%

Guangzhao Expressway 28533136 7.02% 52750.89 4.97%

Guanghui Expressway 43192137 15.45% 170624.59 13.27%

Jiangzhong Expressway 42129667 5.43% 38930.52 4.64%

Kangda Expressway 2238682 -4.61% 23424.93 -2.20%

Gangkang Expressway 2332183 -8.22% 16572.21 -9.12%

Various parameters, control highways operating normally, with no large projects.Due to the government’s

acquisition of Yantian hollow tunnel of Huiyan Expressway, the toll had been terminated as of February 1, 2015,

which resulted in decreases by 13.49% in the accumulated toll revenue year on year. Due to the improved

peripheral road condition and the reduction of full-speed cars, which led to decreases by 2.2% in the toll revenue .

In November and December of 2014, due to the traffic restriction caused by the repair of Taigan Expressway,

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

making car bypassing to Gankang Expressway, which brought in substantial increases in toll revenue for

Gankang Expressway. On January 8, 2015, Taigan Expressway reopened to traffic, where good effect was

eliminated in the toll revenue of Gankang Expressway, which led to decreases by 9.12% in the toll revenue of

2015 year on year. In January, due to the construction of “White and Black”special project, the toll revenue of

Yuezhao Co. Ltd. decreased by 38.54%, of which the accumulated revenue increased by 4.97% during the whole

year. For other road segments, the toll all are showing growth trend year on year.

During the reporting period, the company’s major investments and operating status were as follows:

1. Being diligent and promising in the major asset restructuring

According to the notice from the majority shareholder- Guangdong Transportation Group Co.,Ltd, the company’

s share-trading had been suspended since Apr 8, 2015 and subsequently, the company began the major asset

restructuring. The company had established the leading group and the working group of asset restructuring for

putting best efforts to carry out the related works. On Jul 23, the asset restructuring plan was approved by the

board of directors, then the company’s A and B-share trading was restored. On Sep 14, the asset restructuring

plan was approved in the general shareholder meeting with high-proportion of affirmative votes.On Feb 5, 2016,

the company had received formal documents of approval from the CSRC, and the company has become the first

listed expressway company with a major asset restructuring being approved since 2009, which was the

significant breakthrough in the capital operation for listed companies of expressway, wildly praised by the peer

companies. The major asset restructuring will have a profound impact on the future development of Guangdong

Provincial Expressway Co.,Ltd. According to estimates, after the completion of the transaction, the Fokai

expressway shall be wholly-controlled by the company, and the company’s share-proportion of Guangzhudong

expressway shall be rose to 75%, thus newly controlled by the company. Pro forma data in 2015, the company’s

total share capital increased to 2.066 billion shares from 1.257 billion shares, and the total assets of the company

increased to RMB 15.789 billion from RMB 12.514 billion, an increase of 26.24%; the operating revenue

increased to RMB 2.512 billion from RMB 1.455 billion, an increase of 72.65%; the net profits attributable to

the parent company increased to RMB 0.62 billion from RMB 0.319 billion, an increase of 94.36%, thus the

sustainable profitability of the main business of expressway has been further improved. Meanwhile, the company

introduced the Fosun Group, Poly Real estate, GF Securities three strategic investors.Guangdong Provincial

Expressway Co.,Ltd can utilize its advantages of different fields and start from pluralistic industries related to the

expressway, speed up the business transformation and upgrading, establish a new profit growth point, promote

the company's sustainable development and raise the company’s value.

2. Deepening the enterprise reform in solid steps

(1) Steadily promoting the study of financial equity investment and industrial M & A fund. In order to actively

adapt the market demand, fully utilize the functions of state-owned listed company platform, make innovations

of the investment management and speed up the development of the new economic growth point, the special

study on establishment of industrial M & A fund was actively carried out.

(2) Actively carried out the documents of the company's strategic planning, clarified the overall positioning of

the transformation and development, guiding ideology and development goals, and established detailed task

measures and safeguards. Combined with the real situation of the company’s development, then further revised

and improved the company's strategic planning.

3. The operating and management of the highway assets are standardized and effective

(1) Strengthening the management of expressway toll. The company overcame difficulties and being fully

cooperating for the completion of the national ETC network toll collection, the international vehicle-type

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

classification and the charge work of total weight of the freight car. Further carried out special operations to

strike toll escape, so that had recovered the economic losses of about RMB 3.12 million.

(2) Soundly managed the expressway maintenance and management. There was a scientific arrangement for the

annual maintenance plan and the preventive maintenance management was increasingly enhanced and carried

out the comprehensive overhaul of single pier bridges reinforcement to ensure the expressways entirely in a good

running state. Actively guided the Guangfo Company and Fokai Company to do a good job for "Receiving

national inspection ” , and the representative of Fokai Company was openly praised during the company was

inspected by the precheck team of the group company.

(3) Successfully completed the toll cancellation compensation application work of Yantianao tunnel. Utilizing the

shareholder’s function, then fully supported the Huiyan Company to carry out multi round communication and

negotiation. Through unremitting efforts, by the end of 2015, the Huiyan expressway company had received

Shenzhen municipal government compensation of RMB 130.67 million and tax compensation of RMB 36.6877

million.

(4) The company actively strived for compensation due to the toll of Jiujiang Bridge cancelled in advance. After

communication and negotiation with multi parties, the provincial government agreed to the amount of

compensation that started from 2015 and divided into three years to be listed in the operating budget arrangement

of state-owned asset, then the first compensation of RMB 20 million had been transferred into the company’s

account, which soundly protected the legitimate rights and interests of the enterprise.

(5) The company shall follow up the work of appraising and rarifying the operating period of Guangfo

Expansion. According to the "Guangdong Provincial Department of transportation about the management

approach of highway expansion (Trial)" ,The company organised the work of appraising and rarifying the

operating period of Guangfo Expansion,at present the relevant assessment report is submitted to the relevant

government department.

4. Continually enhancing the enterprise management capability

Implementing the comprehensive budget management and improving capital efficiency. Established a budget

execution unit, the business department, the budget management committee, board of directors and general

shareholder meeting constituted the “ five level ” budget management system, which had comprehensively

strengthened the rigid rules of the budget management and regularly analyzed the budget implementation status

for truly implementing the process-control.

2. Revenue and cost

(1)Component of Business Income

In RMB

2015 2014

Increase /decrease

Amount Proportion Amount Proportion

Total operating

1,545,498,589.11 100% 1,455,054,983.70 100% 6.22%

revenue

Industry

Highway

1,496,981,439.40 96.86% 1,408,659,740.77 96.81% 6.27%

transportations

Other 48,517,149.71 3.14% 46,395,242.93 3.19% 4.57%

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Prodect

Highway

1,496,981,439.40 96.86% 1,408,659,740.77 96.81% 6.27%

transportations

Other 48,517,149.71 3.14% 46,395,242.93 3.19% 4.57%

Area

Guangfo

357,077,010.88 23.10% 335,798,072.70 23.08% 6.34%

Expressway

Fokai Expressway 1,140,967,080.52 73.83% 1,072,861,668.07 73.73% 6.35%

Other 47,454,497.71 3.07% 46,395,242.93 3.19% 2.28%

(2)Situation of Industry, Product and District Occupying the Company’s Business Income and Operating Profit

with Profit over 10%

√ Applicable □Not applicable

In RMB

Increase/decrease

Increase/decrease of Increase/decrease of

of gross profit

Gross profit revenue in the same business cost over

Turnover Operation cost rate over the same

rate(%) period of the the same period of

period of the

previous year(%) previous year (%)

previous year (%)

Industry

Highway

1,496,981,439.40 837,239,932.98 44.07% 6.27% 2.61% 2.00%

transportations

Product

Roll revenue 1,496,981,439.40 837,239,932.98 44.07% 6.27% 2.61% 2.00%

Area

Guangfo

357,077,010.88 263,424,873.54 26.23% 6.34% 8.17% -1.25%

Expressway

Fokai

1,140,967,080.52 573,815,059.44 49.71% 6.35% 0.24% 3.06%

Expressway

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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Industry category

In RMB

2015 2014

Industry category Proportion in the Proportion in the Increase/Decrease

Items

Amount operating costs Amount operating costs (%)

(%) (%)

Highway Depreciation and

599,455,250.50 69.06% 567,890,546.79 66.93% 2.14%

transportations Amortized

Highway Out of pocket

251,238,931.34 28.95% 262,761,091.92 30.97% -2.02%

transportations expenses

Other Other 17,291,845.71 1.99% 17,895,605.76 2.11% -0.12%

Notes

(6)Whether Changes Occurred in Consolidation Scope in the Report Period

□ Yes √No

(7)Relevant Situation of Significant Changes or Adjustment of the Business, Product or Service in the Company’

s Report Period

□ Applicable √Not applicable

(8)Situation of Main Customers and Main Supplier

Information of the Company’s top 5 customers

Total sales amount to top 5 customers (RMB) 0.00

Proportion of sales to top 5 customers in the annual sales(%) 0.00%

Information of the Company’s top 5 customers

No Name Amount(RMB) Proportion %

1 No 0.00 0.00%

2 No 0.00 0.00%

3 No 0.00 0.00%

4 No 0.00 0.00%

5 No 0.00 0.00%

Total -- 0.00 0.00%

Other explanation :

□ Applicable √ Not applicable

Principal suppliers

Total purchase of top 5 Suppliers(RMB) 0.00

Percentage of total purchase of top 5 suppliers In total annual purchase(%) 0.00%

Information about the top 5 suppliers

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

No Name Amount(RMB) Proportion %

1 No 0.00 0.00%

2 No 0.00 0.00%

3 No 0.00 0.00%

4 No 0.00 0.00%

5 No 0.00 0.00%

Total -- 0.00 0.00%

Other explanation :

□ Applicable √ Not applicable

3.Expenses

In RMB

Increase/Decrease

2015 2014 Notes

(%)

Administration

166,209,446.96 167,805,309.46 -0.95%

expenses

The comprehensive effect of the loan

Financial expenses 342,004,056.37 401,972,752.87 -14.92% principal and interest rate cuts to

reduce.

4. Research and Development

□ Applicable √Not applicable

5.Cash Flow

In RMB

Items 2015 2014 Increase/Decrease(%)

Subtotal of cash inflow received from operation activities 1,579,916,975.49 1,506,463,726.69 4.88%

Subtotal of cash outflow received from operation activities 582,923,684.30 539,221,979.90 8.10%

Net cash flow arising from operating activities 996,993,291.19 967,241,746.79 3.08%

Subtotal of cash inflow received from investing activities 636,844,330.11 206,801,621.21 207.95%

Subtotal of cash outflow for investment activities 97,152,722.60 290,509,801.92 -66.56%

Net cash flow arising from investment activities 539,691,607.51 -83,708,180.71 -744.73%

Subtotal cash inflow received from financing activities 50,001,378.67 335,012,507.50 -85.07%

Subtotal cash outflow for financing activities 1,161,248,707.56 1,632,936,389.15 -28.89%

Net cash flow arising from financing activities -1,111,247,328.89 -1,297,923,881.65 -14.38%

Net increase in cash and cash equivalents 424,937,231.66 -414,668,282.10 -202.48%

17

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Notes to the year-on-year change of the relevant data

√Applicable □ Not applicable

(1)Subtotal of investment activity cash inflows increased year on year was mainly due to: Caused by the

increase in the current cash dividend received.

(2)Subtotal of investment activity cash outflows decreased year on year was mainly due to: Caused by the

decreasing payment in extension project compared with the prior period

(3)Subtotal cash inflow received from financing activities decresed year on year was mainly due to an Subtotal:

Caused by the decease in the current loan compared with the prior period

(4)Subtotal cash outflow for financing activities decreased year on year was mainly due to: Caused by the

decease in the current loan repayment compared with the prior period.

Notes to the big difference between cash flow from operating activities and net profit in the reporting year

√Applicable □Not applicable

In RMB

I. Adjusting net profit to cash flow from operating activities

539,430,034.99

Net profit

158,124.94

Add: Impairment loss provision of assets

Depreciation of fixed assets, oil and gas assets and consumable biological assets 606,630,043.61

Amortization of intangible assets 1,965,777.86

Amortization of long-term deferred fexpenses 1,770,241.07

Loss on disposals of fixed assets, intangible assets and other long-term assets ("-" for gains) 3,038,144.04

loss on retirement of fixed assets

Loss from Fair Value Change

Financial expenses 349,761,606.03

Investment loss -505,392,075.50

Decrease of deferred income tax assets 8,764,947.73

Increase of deferred income tax assets -7,623,297.88

Decrease of inventories -800,998.80

Decease of operating receivables -22,234,654.77

Increased of operating Payable 21,525,397.87

Other

Net cash flows arising from operating activities 996,993,291.19

18

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

III. Analysis of Non-core Business

√ Applicable □Not applicable

In RMB

Proportion in total

Amount Explanation of cause Sustainable (yes or no)

profit

Investment Income 505,392,075.50 78.67% Equity investment income Sustainable

Changes in farrvalue 0.00%

Asset impairment 158,124.94 0.02%

Jiujiang bridge

Non-operating income 28,448,162.03 4.43% Not sustainable

compensation income

Non-operating expenses 6,126,824.34 0.95% Road repair expenses Sustainable

IV.Condition of Asset and Liabilities

1.Condition of Asset Causing Significant Change

In RMB

End of 2015 End of 2014 Proportio

Proportion n

Notes to the significant change

Amount in the total increase/d

assets(%) ecrease

Comprehensive influence of the

accumulation in business, the obtained

Monetary fund 986,737,635.38 8.15% 561,800,403.72 4.49% 3.66%

investment income, the repayment of

bank loan and dividend.

Delayed settlement, separation and

Accounts

48,147,335.85 0.40% 23,621,958.13 0.19% 0.21% transfer of network toll collection

receivable

center

Inventories 800,998.80 0.01% 0.00% 0.01%

Investment

3,684,184.48 0.03% 4,148,397.88 0.03% 0.00%

realestate

Mainly for the comprehensive

Long-term equity influence of the increase in the joining

2,635,251,969.72 21.76% 2,706,081,363.32 21.63% 0.13%

investment company’s dividend and investment

income

Mainly for the comprehensive

influence of the increase in the joining

Fixed assets 6,591,106,343.61 54.44% 7,176,766,024.73 57.35% -2.91%

company’s dividend and investment

income

Construction Mainly for the current depreciation of

17,125,070.14 0.14% 2,974,467.60 0.02% 0.12%

inprocess Guangfo and Fokai

19

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Short-term loans 0.00% 150,000,000.00 1.20% -1.20% Repaid at the current period

The repayment of the due loan at the

Long-term loans 4,081,760,000.00 33.71% 4,393,840,000.00 35.11% -1.40%

current period

2.Asset and Liabilities Measured by Fair Value

√Applicable □ Not applicable

In RMB

Purchanas Sold

Gain/Loss on fair Cumulative fair Impairment

ed amount amount in

value change in value change provisions in

Items Opening amount in the the Closing mount

the reporting recorded into the repoting

reporting reporting

period equity period

period period

Financial assets

3.Available-for-

sale financial 1,148,044,126.72 -150,563,164.16 479,920,085.76 997,480,962.56

assets

Subtotal of

1,148,044,126.72 -150,563,164.16 479,920,085.76 997,480,962.56

financial assets

Total of the

1,148,044,126.72 -150,563,164.16 479,920,085.76 997,480,962.56

above

Financial

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

V. Investment situation

1. General

√ Applicable □ Not applicable

Investment Amount in 2015(RMB) Investment Amount in 2014(RMB) Change rate

0.00 20,206,700.00 -100.00%

2.Condition of Acquiring Significant Share Right Investment during the Report Period

□ Applicable √Not applicable

3.Situation of the Significant Non-equity Investment Undergoing in the Report Period

□ Applicable √ Not applicable

20

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

4.Investment of Financial Asset

(1)Securities investment

√ Applicable □ Not applicable

In RMB

Mode of Book value Purchase Sale Gain/los Book value

Initial Changes in fair Account Sauce of

Security Security Stock accounting balance at the Cumulative fair value amount in amount in s of the balance at the end

investment value of the this ing the

category code Abbreviation measurem beginning of the changes in equity the this the this reportin of the reporting

cost period items shares

ent reporting period period period g period period

Financia

Domestic

China l assets

and 517,560,876

601818 Everbright FVM 1,148,044,126.72 -150,563,164.16 479,920,085.76 997,480,962.56 availabl Self

foreign .80

Bank e for

stocks

sale

517,560,876

Total -- 1,148,044,126.72 -150,563,164.16 479,920,085.76 0.00 0.00 0.00 997,480,962.56 -- --

.80

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

(2)Investment in Derivatives

□ Applicable √ Not applicable

N/A.

5.Application of the raised capital

□ Applicable √ Not applicable N/A.

21

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

VI. Significant Asset and Right Offering

1.Situation of Significant Asset Sale

□ Applicable√ Not applicable

N/A.

2.Situation of Substantial Stake Sale

□ Applicable√ Not applicable

22

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 Registered

Company type Sectors engaged in Total assets Net assets Turnover Operating profit Net Profit

Name capital

Operating Guangfo Expressway Co.,

Guangfo

Ltd.(starts from Hengsha, Guangzhou, ends RMB 200

Expressway Subsidiary 368,766,952.88 330,440,591.47 361,707,563.06 53,632,373.07 41,902,986.44

in Xiebian, Foshan. Total length 15.7 million

Co., Ltd.

kilometers

Operation and management of Fokai

Guangdong

Expressway Co., Ltd., supporting salvage, RMB 1.108

Fokai Subsidiary 6,727,174,620.59 3,346,028,621.31 1,149,868,147.35 307,631,543.32 238,269,526.32

maintenance and cleaning, supply of parts billion

Expressway

and components

The organization and management of the

construction of the main line of Shenzhen

Shenzhen section of Huiyan Expressway, its operation,

Huiyan Sharing management and maintenance after its RMB 36

437,056,934.15 399,180,309.18 202,939,671.65 91,475,167.93 146,186,134.18

Expressway company completion, collection of toll and road million

Co., Ltd. service management, the construction

management of road, bridge and culvert

projects and engineering consultation

Jingzhu Sharing The operation and management of RMB 580

3,955,252,015.68 1,924,686,959.13 1,114,341,543.59 541,335,911.27 360,161,755.18

Expressway company Guangzhou-Zhuhai Expressway and million

23

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangzhu provision of supporting services including

Section Co., fueling, salvage and supply of parts and

Ltd. components

Zhaoqing Construction, operation and management of

Yuezhao Sharing Guangzhao Expressway, old highways and RMB 818.3

2,097,777,721.84 1,097,108,987.63 533,009,051.43 209,436,190.98 156,687,764.02

Highway company their supporting facilities, service facilities million

Co., Ltd. and integrated projects.

Guangdong Investment in and construction of Guanghui

Guanghui Sharing Expressway Co., Ltd. and supporting RMB 2.352

5,326,829,588.97 3,566,383,234.63 1,724,652,359.29 1,040,249,976.46 787,421,508.59

Expressway company facilities, the toll collection and maintenance million

Co., Ltd. management of Guanghui Expressway

Particulars about the principal subsidiaries and Mutual holding companies

□ Applicable √Not applicable

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 107 million compared with the last period, computed in percentage as an increase of

81.57%. 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.

2. The company’s share-participation company-Shenzhen Huiyan Expressway Co., Ltd whose one-third equity was held by the company, was responsible for

organizing and managing the construction of the mainline of Shenzhen section of Huiyan Expressway and the management, maintenance, conservation, collection of

tolls and expressway administration of the completed mainline of Shenzhen section of Huiyan Expressway; engaged in the engineering construction management and

engineering consulting of bridges and culverts. The net profits in the current period increased RMB 67 million compared with the last period, computed in percentage

as an increase of 81.22%. The main reason of the increase is due to the combined influence of recovering the government’s compensation while having a reduction of

the toll of Yantianao Tunnel.

24

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

VIII. Special purpose vehicle controlled by the Company

□ Applicable √ Not applicable

IX. Prospect for future development of the Company

1. The Development Trend of the Industry

In recent years, our country’s expressways have a rapid development and the freeway main lines have achieved

its initial development, but the density of expressways is still low and the network hasn’t fully formed yet. Also,

in our country, there is no freeway to directly and effectively link up between some prefecture-level cities and

provincial capital cities or between the prefecture-level cities in which the population and the economic output

have reached the considerable scale. With the continuous growth of our country ’ s national economy and the

continual increase of expressway demanded by social running, Highway still has a certain amount of room for

development in China in the future.Highway upfront investment is huge and slow growth on investment benefits,

apparent hysteresis effect and output. Highway upfront investment for a huge, slow growth of investment benefits,

apparent hysteresis effect and output. The changes in national policies, directly affecting the realization of the

company's main business revenue and goals.

2. Development opportunities and challenges

The general target in 2016 is: Completing business income RMB2.738 billion, keeping the overhead expenses

within RMB1.277 billion, ensuring the full completion of the annual task target assigned by company’s board of

directors.

Centering on above target, company will focus on works in below two fields in 2016:

(1). Focus on the Strategic Layout and the Capital Operation to Accelerate the Innovation in Transformation

Development Business

According to the Company’s“Thirteenth Five-Year”development plans and combining with this reorganization,

the Company initiates the strategic plans. Make a good layout and starting with innovation development driven

and regarding the capital operation as key problems. Make full use of the capital market advantage for providing

platform supports for the Company ’s transformation development. Set up the normalization concept in capital

operation, by means of merger and acquisition of high-quality asset complying with the transformation, to jointly

boost the value promotion of the Company.Implement the platform operation of land development. Put forth effort

to the integration of project resource, finance resource and human resource,collect, integrate, develop the idle land,

house property, business property and the land resource obtained from “Projects+ Resources” of the holding

highway property company.

(2). Keep Stable in Expressway Industry to Provide a Solid Foundation for Transformation Development.

Further optimize the existing asset structure. Of the existing participation project, for high-quality projects which

have a better prospect and a longer remaining operating period, increase in the share proportion can be considered.

The Company plans to add a new holding project of expressway through private placement and bonds for raising

funds.

Complete the extension construction of Guangfo Company. and restart to verify the operating-period work. The

Company will actively strive for the policy support of provincial government, to realize the reasonable returns in

the extension investment.

Constantly improve the operation and management level. Actively boost the feasibility research in the

25

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

management mode of centralization charge for Guangfo and Fokai Expressway. Deployment and focus efforts on

the treatment of single-column pier bridges to strike for completion within the year. Comprehensively implement

preventative maintenance concept to further strengthen the road condition inspection and the sweeping check of

hidden dangers.

(3). Deepen the Reform and Strengthen the Foundation to Improve the Business’s Core Competitiveness

The Company strives for support in policy from the superior, strengthen the decision-making mechanism of listed

company’s board of directors, constantly strive for optimization on mechanisms. Gradually set up a scientific and

effective marketizaton incentive, reform the existing salary and evaluation system, actively explore the incentive

with medium and long term and research as well as implementing equity incentive or employee stock ownership

plan. Around the Company’s strategic goals and transformation development, actively explore suitable restraint

mechanism for talent selection and personnel incentive and restraint mechanism. Mobilize staffs’ subjective

initiative by means of mechanisms like selecting senior talents with marketization, taking official posts by

competition, implementing dynamic assessments and carrying out the reward and punishment. Implement the

promotion project of human resource, optimize the organization setting and the post deployment, perfect the staff

career development mechanism of salary, evaluation, promotion, work shift and cadre management.

X. List of the received researches, visits and interviews

1.Particulars about researches, visits and interviews received in this reporting period

□ Applicable √ Not applicable

The company was not involved with such situation during the reporting period

26

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 preplan for 2013 is as follows:

(1).10% of the net profit of the company, i.e. RMB 13,195,496.53, is to be allocated for statutory common reserve

fund.

(2).The profit for 2013 is to be distributed as follows: RMB 62,855,887.40. is to be allocated as the fund for

dividend distribution for 2013. with the total shares at the end of 2013, i.e., 1,257,117,748 shares, as the base, cash

dividend of RMB 0.5 (including tax) is to be distributed for every 10 shares .The remaining undistributed profits

are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders

holding B share and overseas corporate shares will be determined according to HKD:RMB bank’s Middle rate

quoted by People’s Bank of China on the first working day after 2013 annual shareholders’ general meeting makes

resolution on dividend distribution.

2. 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.

3. The Company's profit distribution preplan 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.

27

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

2015 188,567,662.20 469,386,906.79 40.17% 0.00 0.00%

2014 125,711,774.80 318,754,807.85 39.44% 0.00 0.00%

2013 62,855,887.40 127,777,721.75 49.19% 0.00 0.00%

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) 0

Cash dividend for everty ten shares (Yuan)(Tax-included) 0.15

Distribute additional (shares)for 10 shares 0

A total number of shares as the distribution basis(shares) 1,257,117,748

Total cash dividend (Yuan)(Tax-included) 18,856,766.22

Profit dividend (Yuan) 1,338,090,597.21

Proportion of cash dividend in the distributable profit (%) 100.00%

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 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.

III.Commitments to fulfill the situation

28

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

N/A

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

IV.Particulars about the non-operating occupation of funds by the controlling shareholder

□ Applicable √ Not applicable

N/A

V.Explanation of the Supervisory Committee and Independent Directors (If applicable)on the Qualified

Auditor’s Report Issued by the CPAs.

□ Applicable √ Not applicable

VI.Explain change of the accounting policy, accounting estimate and measurement methods as compared

with the financial reporting of last year.

□ Applicable √ Not applicable

N/A

VII.Explain retrospective restatement due to correction of significant accounting errors in the reporting

period

□Applicable √ Not applicable

N/A

VIII.Explain change of the consolidation scope as compared with the financial reporting of last year.

□Applicable √ Not applicable

N/A

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) 120

Successive years of the domestic CPAs offering auditing services 5

Names of the certified public accountants from the domestic CPAs Wang Shaohua and Yao Jing

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

2014 shareholders' general meeting of the Company examined and adopted the Proposal for Engaging Auditing

29

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 2015. The audit fee

shall be less than RMB 0.30 million.

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

N/A

XII.Matters of Important Lawsuit and Arbitration

□Applicable √ Not applicable

N/A

XIII.Situation of Punishment and Rectification

□Applicable √ Not applicable

N/A

XIV.Credit Condition of the Company and its Controlling Shareholders and Actual Controllers

√Applicable □Not applicable

During reporting period, there was no effective judgment of a court and large amount of debt maturity

thatthecompany, its controlling shareholders and actual controller failed to perform or pay off.

XV.Implementation Situation of Stock Incentive Plan of the Company, Employee Stock Ownership Plan or

Other Employee Incentive Measures

□Applicable √ Not applicable

N/A

XVI.Material related transactions

1. Related transactions in connection with daily operation

□Applicable √ Not applicable

N/A

2. Related-party transactions arising from asset acquisition or sale

□Applicable √ Not applicable

N/A

3. Related-party transitions with joint investments

□Applicable √ Not applicable

N/A

4. Credits and liabilities with related parties

√Applicable □Not applicable

Was there any non-operating credit or liability with any related party?

□ Yes √No

N/A

30

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

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. On February 5,2016, the

company received the China Securities Regulatory Commission "about the approval of Guangdong Provincial

Expressway Development Co., Ltd. to issue shares to buy assets and raise matching funds approved"

(Commission license [2016] No. 230).

The website to disclose the interim announcements on significant related-party transactions:

Disclosure date of the

Name of the interim announcement Website to disclose the interim announcement

interim announcement

Announcement of Resolutions of the 18th (Provisional)

July 1,2015 www.cninfo.com.cn

Meeting of the Seventh Board of Directors,etc.

Announcement of Resolutions of the 20th (Provisional)

August 28,2015 www.cninfo.com.cn

Meeting of the Seventh Board of Directors,etc.

Announcement of Resolutions of the second provisional

September 15,2015 www.cninfo.com.cn

shareholders' general meeting in 2015

Announcement of Resolutions of the 23th (Provisional)

December 19,2015 www.cninfo.com.cn

Meeting of the Seventh Board of Directors,etc.

Announcement of Resolutions of the 25th (Provisional)

December 31, 2015 www.cninfo.com.cn

Meeting of the Seventh Board of Directors,etc.

Announcement on the Company’s Significant Asset

January 15,2016 www.cninfo.com.cn

Reorganization Adopted by Mergers and Acquisitions

31

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Committee of CSRC and Trade Resumption

XVI. Particulars about significant contracts and their fulfillment

1. Particulars about trusteeship, contract and lease

(1) Trusteeship

□Applicable √ Not applicable

N/A

(2) Contract

□ Applicable √ Not applicable

There was no any contract of the Company in the reporting period.

(3) Lease

□Applicable √ Not applicable

N/A

2.Guarantees

√Applicable □Not applicable

(1)Guarantees

In RMB’0000

External Guarantee (Exclude controlled subsidiaries)

Relevant

Date of Guarantee

disclosure Complete

happening Actual for

Name of the date/No. of Amount of implementa

(Date of mount of Guarantee type Guarantee term associated

Company the Guarantee tion

signing guarantee parties

guaranteed or not

agreement) (Yes or no)

amount

Guangdong

Communication May 11, 2012 150,000 May 31, 2013 150,000 Martgage No Yes

Group Co.,Ltd

Total of external guarantee Total of actual external

0

approved in Period(A1) guarantee in Period(A2)

Total balance of actual

Total of external guarantee

150,000 external guarantee at 150,000

approved at Period-end(A3)

Period-end(A4)

Guarantee of the Company for the controlling subsidiaries

Guarante

Relevant e

Date of Complete

disclosure for

Name of the Amount happening Actual implemen

date/No. of Guarantee Guarantee associate

Company of (Date o mount of tation

the type term d

guaranteed guarantee signing guarantee or

guaranteed parties

agreement) not

amount (Yes or

no)

Guarantee of the subsidiaries for the controlling subsidiaries

Relevant Date of Complete Guarante

Name of the Amount Actual

disclosure happening Guarantee Guarantee implemen e

Company of mount of

date/No. of (Date o type term tation for

guaranteed guarantee guarantee

the signing or associate

32

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

guaranteed agreement) not d

amount parties

(Yes or

no)

Total of Company’s guarantee(namely total of the large three aforementioned)

Total of guarantee in the Period Total of actual guarantee in

0 0

(A1+B1+C1) the Period(A2+B2+C2)

Total of actual guarantee at

Total of guarantee at Period-end

150,000 Period-end 150,000

(A3+B3+C3)

(A4+B4+C4)

The proportion of the total amount of actually guarantee in the net

28.79%

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

(2) Illegal external guarantee

□ Applicable √ Not applicable

N/A

3.Situation of Entrusting Others for Managing Spot Asset

(1)Situation of Entrusted Finance

□ Applicable √ Not applicable

N/A

(2)Situation of Entrusted Loans

□ Applicable √ Not applicable

N/A

4. Other significant contract

□ Applicable √ Not applicable

N/A

XVIII.Explanation about other significant matters

□ Applicable √ Not applicable

N/A

XIX.Major issues of subsidiary

□ Applicable √ Not applicable

XX.Social responsibility

□ Applicable √ Not applicable

XXI.Information about the corporate bonds

Whether the listed company failed to honor the corporate bonds public issued and listed on the Stock Exchange in

due or undue at the approval date of the annual report

No

33

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 Share Bonus Capitalization of common

Other Subtotal Quantity Proportion

allotment shares reserve fund

1.Shares with conditional subscription 440,485,326 35.04% -786,574 -786,574 439,698,752 34.98%

1.State-owned shares 409,977,151 32.61% 409,977,151 32.61%

2.State-owned legal person shares 21,712,738 1.73% 21,712,738 1.73%

3.Other domestic shares 8,795,437 0.70% -786,574 -786,574 8,008,863 0.64%

Including :Domestic Legal person shares 8,063,849 0.64% -710,982 -710,982 7,352,867 0.59%

Domestic natural person shares 731,568 0.06% -75,592 -75,592 655,996 0.05%

II.Shares with unconditional subscription 816,632,422 64.96% 786,574 786,574 817,418,996 65.02%

1.Common shares in RMB 467,882,422 37.22% 786,574 786,574 468,668,996 37.28%

2.Foreign shares in domestic market 348,750,000 27.74% 348,750,000 27.74%

III. Total of capital shares 1,257,117,748 100.00% 0 0 1,257,117,748 100.00%

Reasons for share changed

√ Applicable □Not applicable

Notes 1: In the report period, Mr. Yun Wujun attained the retiring age, resigned from the post of the Chief Accountant, 15,032 senior executives shares held by him

34

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

were transferred into frozen shares for unrestricted negotiable shares.

Notes 2: In the report period, Mr. Xiao Laijiu was transferred to work, resigned from the post of the General Manager, 2,114 unrestricted negotiable shares held by

him were transferred into frozen shares for senior executives.

Notes 3: In the report period,710,982 shares held by domestic legal persons subject to sale restriction and 62,674 shares held by domestic Natural personssubject to

sale restriction was unfrozen and listed for trading and transferred into unrestricted shares on January 26, 2015.

Approval of Change of Shares

□Applicable √Not applicable

Transfer of Change of shares

□Applicable √Not applicable

Influence from the shareholding movements upon such financial indicatiors as eamings per share, net asset per share of the lastest year and the latest accounting

period

□Applicable √Not applicable

Other information as the Company considers necessary to be disclosed or demanded by the securities regulatory authority for disclosing.

□Applicable √Not applicable

Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company

□ Applicable √ Not applicable

2. Change of shares with limited sales condition

√ Applicable □ Not applicable

In Shares

Number of Number of Increased Restricted Date of

Initial Restricted

Shareholder Name Unrestricted Restricted Shares Shares in the Reason for Restricted Shares Restriction

Shares

Shares This Term This Term End of the Term Removal

Guangdong Communication The shareholders have not relieved the restrictions yet after the

409,977,151 409,977,151 Unknown

Group Co.,Ltd restricted shares held by the shareholders has expired.

The shareholders have not relieved the restrictions yet after the

Guangdong Expressway Co., Ltd 19,582,228 19,582,228 Unknown

restricted shares held by the shareholders has expired.

35

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangdong Province Traffic The shareholders have not relieved the restrictions yet after the

2,130,510 2,130,510 Unknown

Development Co., Ltd, restricted shares held by the shareholders has expired.

Foshan Shiwan Investment The shareholders have not relieved the restrictions yet after the

1,406,250 1,406,250 Unknown

Consulting Company restricted shares held by the shareholders has expired.

Xinhui Fuhua Economic Trade The shareholders have not relieved the restrictions yet after the

1,352,812 1,352,812 Unknown

Development Co., Ltd. restricted shares held by the shareholders has expired.

Xinhui Communication The shareholders have not relieved the restrictions yet after the

914,062 914,062 Unknown

Development Corporation restricted shares held by the shareholders has expired.

Shunde Longjiang Suxi The shareholders have not relieved the restrictions yet after the

369,139 369,139 Unknown

Decorative Furniture Company restricted shares held by the shareholders has expired.

Shundei Communication The shareholders have not relieved the restrictions yet after the

237,147 237,147 Unknown

Development Corporation restricted shares held by the shareholders has expired.

Foshan Shiwan District Zhangcha The shareholders have not relieved the restrictions yet after the

220,800 220,800 Unknown

town Hankou Economic Union restricted shares held by the shareholders has expired.

Foshan Nanhai District Luochun The shareholders have not relieved the restrictions yet after the

216,274 216,274 Unknown

Development Corporation restricted shares held by the shareholders has expired.

Did not handle the lifting of restrictions on the sale of such

Other 4,078,953 786,574 3,292,379 Unknown

reasons.

Total 440,485,326 786,574 0 439,698,752 -- --

36

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

II. Securities issue and listing

1.Previous security offering in latest three years at period-end

□ Applicable √ Not applicable

2.Changes of total shares and shareholders structure as well as explanation on changes of assets and liability structure

□ Applicable √ Not applicable

3.Existing internal staff shares

□ Applicable √ Not applicable

III. Shareholders and actual controller

1.Number of shareholders of the Company and share-holding

In shares

Total preferred shareholders at the

Total shareholders at the end of the The total number of preferred sharehold

Total number of common shareholders at the end of the month from the date of

81,529 month from the date of disclosing 80,828 ers voting rights restored at period-end 0 0

end of thereporting period disclosing the annual report(if

the annual report (if any)(See Notes 8)

any)(See Notes 8)

Particulars about shares held above 5% by shareholders or top ten shareholders

Proportion Number of Amount of Amount of Number os share pledged/frozen

Shareholders Changes in reporting

Nuture of shareholder of shares shares held at restricted shares un-restricted

period State of share Amount

held(%) period -end held shares held

Guangdong Communication Group Co.,Ltd State-owned legal person 40.84% 513,356,893 0 409,977,151 103,379,742

Domestic natural person

Feng Wuchu 1.56% 19,659,309 19,659,309 0 19,659,309

shares

Guangdong Expressway Co., Ltd State-owned legal person 1.56% 19,582,228 0 19,582,228 0

Domestic non

Haerbin Hali Industrial Co., Ltd. State-owned 1.18% 14,850,682 -1,095,140 0 14,850,682

Legal person

37

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Xinyue Co., Ltd. Foreign legal person 1.05% 13,201,086 0 0 0

Guangdong Yuecai Trust Investment CO.,

State-owned legal person 0.97% 12,174,345 0 0 12,174,345

Ltd.

Bank of Communications –Everbright Baode Domestic non

State-owned enterprises reform theme equity State-owned 0.61% 7,700,000 7,700,000 0 7,700,000

securities investment fund Legal person

Domestic natural person

Li Zhuo 0.61% 7,626,688 931,191 0 7,626,688

shares

Domestic non

Bank of China-Huatai Bairui Positive

State-owned 0.41% 5,212,095 -6,640,951 0 5,212,095

Growth Mixed Securities Investment Fund

Legal person

Domestic non

China Securities Finance Co., Ltd. State-owned 0.33% 4,144,500 4,144,500 0 4,144,500

Legal person

Strategy investors or general legal person becomes top 10 shareholders

N/A

due to rights issued (if applicable)(See Notes 3)

Guangdong Communication Group Co., Ltd. is the parent company of Guangdong Expressway Co., Ltd. and Xinyue

Explanation on associated relationship among the aforesaid Co., Ltd.. It is unknown whether there is relationship between other shareholders and whether they are persons taking

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

Quantity of unrestricted shares held at Share type

Name of the shareholder

the end of the reporting period Share type Quantity

Guangdong Communication Group Co.,Ltd 103,379,742 RMB Common shares 103,379,742

Feng Wuchu 19,659,309 RMB Common shares 19,659,309

Haerbin Hali Industrial Co., Ltd. 14,850,682 RMB Common shares 14,850,682

38

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Xinyue Co., Ltd. 13,201,086 Foreign shares placed in domestic exchange 13,201,086

Guangdong Yuecai Trust Investment CO., Ltd. 14,850,682 RMB Common shares 14,850,682

Bank of Communications –Everbright Baode State-owned enterprises reform theme equity

7,700,000 RMB Common shares 7,700,000

securities investment fund

Li Zhuo 7,626,688 RMB Common shares 7,626,688

Bank of China-Huatai Bairui Positive Growth Mixed Securities Investment Fund 5,212,095 RMB Common shares 5,212,095

China Securities Finance Co., Ltd. 4,144,500 RMB Common shares 4,144,500

VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND 3,490,900 Foreign shares placed in domestic exchange 3,490,900

Guangdong Communication Group Co., Ltd. is the parent company of Xinyue Co., Ltd.. It is

Explanation on associated relationship or consistent action among the top 10 shareholders

unknown whether there is relationship between other shareholders and whether they are persons

of non-restricted negotiable shares and that between the top 10 shareholders of

taking concerted action specified in the Regulations on Disclosure of Information about Change in

non-restricted negotiable shares and top 10 shareholders

Shareholding of Shareholders of Listed Companies.

Harbin Hali Industry Co., Ltd. holds 14,849,774 A shares of the Company through stock account

with credit transaction and guarantee and holds 908 A shares through ordinary stock account. hold

Notes to the shareholders involved in financing securities (if any)(See Notes 4) 14,850,682 shares of the Company's stock totally;Li Zhuo holds 5,070,707 A shares of the Company

through stock account with credit transaction and guarantee and holds2,555,981 A shares through

ordinary stock account, hold7,626,688 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.

39

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

2.Controlling shareholder

Nature of Controlling Shareholders: Local state holding

Type of Controlling Shareholders:Legal person

Name of the Legal

Date of Organization

Controlling representative/ Principal business activities

incorporation code

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, operation and management,

Guangdong

traffic infrastructure construction, highway and railway project

Communication Li Jing August 23, 2000 723838552

operation and relevant industries, technological development,

Group Co., Ltd.

application, consultation and services, highway and railway

passenger and cargo transport, ship industry, relevant overseas

businesses(if the above mentioned business scope requires

licenses to operate, then operation licenses are required)

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

Date of Organizatio

Name of the actual controller representative Principal business activities

incorporation n code

/Leader

40

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

As an ad hoc body directly under the

State-owned Assets supervision Guangdong Provincial People's Government,

and administration Commission commissioned by the provincial government

of Guangdong Provincial Lv Yesheng June 26, 2004 Not learn to fulfill the State-owned asset investor,

People’s Government regulatory enterprises to implement the

rights, obligations and responsibilities, pipe

asset control and people management.

Equity of other

domestic/foreign listed

company with share As an ad hoc body directly under the Guangdong Provincial People's Government, commissioned

controlling and share by the provincial government to fulfill the State-owned asset investor, regulatory enterprises to

participation by implement the rights, obligations and responsibilities, pipe asset control and people management.

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

State-owned Assets Sipervision and

Administration Commission the people’s

Government of Guangdong Province

(100%)

Guangdong Communication Group Co., Ltd.

(40.84%)

Guangdong Provincial Expressway Development

Co., Ltd.

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

5.Situation of Share Limitation Reduction of Controlling Shareholders, Actual Controllers, Restructuring

Party and Other Commitment Subjects

□Applicable √Not applicable

41

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

VII. Situation of the Preferred Shares

□Applicable √Not applicable

The Company had no preferred shares in the reporting period.

42

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

VIII. Information about Directors, Supervisors and Senior Executives

I. Change ein shares held by directors, supervisors and senior executives

Shares held Amount of Amount of shares

Office Starting date of Expiry date of at the shares increased decreased at the Other changes Shares held at the

Name Positions Sex Age

status tenure tenure year-begin( at the reporting reporting increase/decrease year-gegin(share)

share) period(share) period(share)

Zhu Zhanliang Board Chairman In office Male 51 April 16, 2013 April 16, 2016

Director,General October 19,

Wang Chunhua In office Male 51 April 16, 2016

Manager 2015

Wang Ping Director ,Chief Engineer In office Female 51 April 21, 2014 April 16, 2016 3,500 3,500

December

30,2015;CFO

Fang Zhi Director, CFO In office Male 52 April 16,2016

starts from: May

27,2015

Zheng Renfa Director In office Male 46 April 21, 2014 April 16,2016

Ye Yongcheng Director In office Male 58 April 16, 2013 April 16, 2016

Chen Yanqing Director In office Female 51 April 16, 2013 April 16, 2016

Tang Qingquan Independent director In office Male 55 April 16, 2013 April 16, 2016

Wang Pu Independent director In office Male 47 April 16,2013 June 29,2015

Feng Ke Independent director In office Male 44 April 16,2013 June 29,2015

Xiao Duan Independent director In office Female 57 April 16, 2013 April 16, 2016

Chairman of the

Ling Ping In office Female 52 March 23,2015 April 16,2016

Supervisory Committee

43

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Yang Xiaohua Supervisor In office Female 37 April 16, 2013 March 6, 2015

Wu Guangze Supervisor In office Male 48 March 23, 2016 April 16,2016

Li Mei Supervisor In office Female 46 April 16, 2013 April 16, 2016 123,205 123,205

Deputy General

Chen Wenmian In office Male 37 April 16, 2013 April 16, 2016

Manager

Yun Wujun Chief Accountant In office Male 60 April 16, 2013 April 16, 2016 20,043 20,043

head of the internal

Peng Xiaofang In office Female 53 April 16, 2013 April 16, 2016

audit

He Bing Chief Counselor In office Female 48 April 16, 2013 April 16, 2016

April 16, 2013;

deputy general

Zuo Jiang Secretary to the Board In office Female 43 manager start April 16, 2016

from: October

19,2015

Director,General October

Xiao Laijiu Dimission Male 51 April 16,2013 8,455 8,455

Manager 19,2015

Chairman of the

You Xiaocong Dimission Male 48 April 16,2013 March 6,2015

Supervisory Committee

Zou Huiming Supervisor Dimission Male 51 April 16,2013 March 6,2015

Tu Huiling Supervisor Dimission Female 55 April 16,2013 56,887 56,887

Yun Wujun Chief Accountant Dimission Male 61 April 16,2013 May 27,2015 20,043 20,043

Total -- -- -- -- -- -- 232,133 0 0 0 232,133

44

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

II. Change in shares held by directors, supervisors and senior executives

Name Positions Types Date Reason

Director, Resigned from the board, the

Xiao Laijiu October 19,2015 Job Transfer

General Manager dismissal of general manager

Yun Wujun Chief Accountant Dismissal May 27,2015 Retired

You Xiaocong Chairman of the Supervisory Committee Left as serve term expired March 6, 2015 Job Transfer

Zou Huiming Supervisor Left as serve term expired March 6, 2015 Job Transfer

III.Posts holding

Work Experience in the past five years of Directors, supervisors and senior Executives in Current office

Mr. Zhu Zhanliang, Now serves as Director of the Company, Master Degree, Senior Engineer, Senior Economist,

Enterprise Legal Counselor, From December 2005 to March 2011, he serves as Minister of the Management

Department in Guangdong Communication Group Co. Ltd.. From April 2011 to March 6, 2014, he serves as

Minister of the Legal Affair Department of the Company.Since March 7, 2014, He serves as secretary of the Party

committee of the Company, Since April 21, 2014, He serves as Board Chairman of the Company.

Mr. Wang Chunhua, He serves as Director and 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. Fang Zhi, serves as director of the company, chief accountant, master degree, senior accountant. In July 1986,

he participate in the work of the former Xiangtan Municipal Audit Bureau Gongjiao audit cadre department,

Guangdong Province Material Corporation audit cadre, Guangzhou Economic and Technological Development

Zone International Trust and investment company plans to financial department deputy manager, Xinyue Co., Ltd.

accountant of the finance department, manager, Guangdong Province Transportation Group Co., Ltd., deputy

director of the financial settlement center, Guangdong traffic Group Finance Company Limited Deputy General

Manager, may 2015 transferred to the company appointed chief accountant. He serves as the directors of the

company starts from December 30, 2015.

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.

45

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Mr. Ye Yongcheng, He serves as Director of the Company, Master's degree, senior engineer of the Road and

Bridge Group. In July 1980, he participated in work, used to be a manager of Guangdong Province Pingyuan road

work area, sub-divisional inspector of Guangdong Province Pingyuan Road branch, the Deputy Secretary of

Highway Administration in Guangdong Province, Meizhou City, general manager of Xinyue Co. Ltd. Since June

2012, He served as general manager of Guangdong Expressway Co., Ltd.

Ms.Chen Yanqing, Now serves as director of the Company, MBA, economist, since October 2008, she serves as

Deputy general manager of Guangdong Finance Trust and Investment Co., Ltd.

Mr.Tang Qingquan , an independent director of the Company, a (non-practicing) Chinese certified public

accountant. an accounting professor and doctoral tutor of Management School of Zhongshan University, he has

served in Accounting Department of Management School of Zhongshan University since June 2002. He serves as

Independent Direocor of Shenzhen Xiangjiang Holding Co., Ltd and Guangzhou Jinyi Media Co., Ltd.

Mr. Feng Ke, an independent director of the Company, doctor’s degree of economics. He is the deputy director

and researcher of Economic Research Institute of Peking University. He is the director of Real Estate Finance

Center, tutor of postgraduate students and postdoctoral students, principal of postdoctoral working station, and

editor of New Economy magazine. He was the former assistant of general manager, member of investment policy

committee, and marketing director of Golden Eagle Asset Management Co., Ltd., general manager of Beijing

Branch and Shanghai Branch, part-time professor of Beijing Institute of Technology, tutor of postgraduate

students of Social Sciences Academy of Guangdong Province, deputy director of Youth Economy Society of

Beijing University, and independent director of Tande Co., Ltd. Currently, he is an independent director of Tianjin

Guangyu Development Co., Ltd, Asia Asset of Hong Kong Exchanges Co., Ltd., and consultant of Mopark

Corporation.

Mr. Wang Pu, an independent director of the Company, has been the first MBA of Peking University, National

Model Worker , initiator of Beida Zongheng Management Consultant and chief expert. Now he is the Vice

president of the China Professional Managers Association, used to be the commissioner of All-China Federation

of Youth, vice chairman of Central Committee of the Communist Youth League Chinese Young Entrepreneurs'

Association of Central Committee of the Communist Youth League, and part time professor of management

institute of several famous universities such as Central University of Finance & Economics and University of

International Business and Economics, and independent director of HW Technology Co., Ltd., China National

Chemical Engineering Co., Ltd., Integrated Electronic Systems LAB Co., Ltd. and independent director of the

Company.

Ms.Xiao Duan an independent director of the Company, Doctor of Economics, the Jinan University Associate

Professor of Finance and research supervisor. She used to be a researcher at the Beijing Institute of Market

Economy, executive member of the council of Guangdong shares Economic Research Association, a member of

the Taiwan Economic Research Institution. She has been engaged in the economic, financial, teaching and

research for a long time. She was familiar with capital markets, venture capital, corporate finance and mergers and

acquisitions. She is also the independent director of Guangdong Tianhe Agricultural materials Co., Ltd.

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

46

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Chairman of the exterior supervisory committee.

Ms. Yang Xiaohua, the supervisor of the Company, Bachelor's degree, Accountant, she serves as Deputy Manager

of Enterprise Dept. of Guangdong Nanyue Logistics Co., Ltd.. Since October 2008, she served as assigning

full-time supervisor of Guangdong Communication Group Co., Ltd.

Mr. 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.

Ms Li Mei, the supervisor of the Company, vice-Chairman of the Labor Union, member of Discipline Inspection

Committee, College degree and political engineer. She has worked at the Company since 1998,used to served the

Minister of Comprehensive Affairs of the company .

Ms Tu Huiling, the supervisor of the Company, Master's degree, economist and senior political engineer. She has

worked at the company since 1992,she served as vice chairman of labor union of the company.

Mr. Chen Wenmian, Deputy general manager, bachelor's degree, participated in work from July 2000. He used to

be account manager in corporate banking Dept. of Miaoqianzhijie branch of Commercial Bank of China, Deputy

Chief in personal banking Dept., office staff in National Committee for Investment and Development Provincial

Planning and Development, senior staff, deputy officer and senior officer. Since January 2012, he served as the

party committee member and assistant general manager of the company.

Ms Zuo Jiang, serves as Secretary to the Board, Manager of securities Dept. of the Company, master's degree in

finance, senior economic engineer, she has worked at the Company since 1994 and served as manager of

Securities Dept. of thev company since October 1999 and served as the current position since March 2006.Since

October 2015, She served as 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.

Office taking in shareholder companies

√Applicable □Not applicable

Does he /she receive

Names of the

Titles engaged in the Sharting date of Expiry date remuneration or

persons in Names of the shareholders

shareholders office term of office term allowance from the

office

shareholder

Guangdong Communication Minister of Investment

Zheng Renfa January 1, 2013 Yes

Group Management Dept.

47

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangdong Expressway Board chairman, Secretary

Ye Yongcheng April 1, 2013 Yes

Co., Ltd of Party committee,

Guangdong Yuecai Trust

Chen Yanqing Deputy General Manager October 1, 2008 Yes

Investment Co., Ltd.

Guangdong Communication Dispatched chairman of

Ling Ping January 1, 2015 Yes

Group Co., Ltd. the supervisory committee

Guangdong Communication

Yang Xiaohua Full-time field supervisors October 1, 2008 Yes

Group Co., Ltd.

Offices taken in other organizations

√Applicable □Not applicable

Name of the Does he/she receive

Titles engaged in the Starting date Expiry date of

persons in Name of other organizations remuneration or allowance

other organizations of office term office term

office from other organization

School of economic of Beijing The associate profes

Feng Ke Yes

University sor of finance

Feng Ke Tiandiyuan Co., Ltd Independent director Yes

Tianjing Guangyu Development

Feng Ke Independent director Yes

Co., Ltd.

Asia Asset of Hong Kong

Feng Ke Exchanges Co., Ltd(Non Listed Independent director Yes

Company)

J&J Assets(Non Listed

Feng Ke Independent director Yes

Company)

Beida Zongheng Management Founder , chief

Wang Pu Yes

Consulting Group expert

China Software and Technology

Wang Pu Independent director Yes

Services Co., Ltd

China Chemical Engineering

Wang Pu Independent director Yes

Co., Ltd

School of Business Sun Professor of

Tang Qingquan Yes

YAT-SEN University Accounting

Tang Qingquan Shenzhen Xiangjiang Co., Ltd. Independent director Yes

Guangzhou Jinyi Film &

Tang Qingquan Independent director Yes

television Co., Ltd.

The financial department of the Associate

Xiao Duan school ofeconomics of Jinan professor,Master’s Yes

University supervisor

Guangdong Tianhe Agricultural

Xiao Duan Independent director Yes

materials Co., Ltd.

48

2015 Annual Report of Guangdong Provincial Expressway 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 seventh board of directors and supervisory committee was examined and

determined at the shareholders’ general meeting in 2012.The remuneration of the senior executives is determined

by the assets operation responsibility system in that year.

Independent directors of the company allowance in accordance with the standards approved by the general meetin

g of shareholders of Directors, 5000 yuan per person per month(IncludingTax) . the company's directors and senio

r executives in according to their functions in the company, by the company wage system access to labour remune

ration, access to employee benefits, and no longer offer other additional remuneration and benefits

Remueration to directors, supervisors and senior executives in the reporting period

In RMB’0000

Office Total remuneration received Whether to get paid in the

Name Positions Sex Age

status from the Company company related party

Zhu Zhanliang Board Chairman Male 51 In Office 54.51 No

Director , Deputy

Wang Chunhua Male 51 In Office 47 No

General manage

Director, Chief

Fang Zhi Male 52 In Office 16.45 No

Accountant

Director, Chief

Wang Ping Female 51 In Office 42.69 No

Engineer

Zhen Renfa Director Male 46 In Office 6 Yes

Ye Yongcheng Director Male 58 In Office 6 Yes

Chen Yanqing Director Female 51 In Office 6 Yes

Independent

Tang Qingquan Male 55 In Office 6 No

director

Independent

Feng Ke Male 44 In Office 6 No

director

Independent

Wang Pu Male 47 In Office 6 No

Director

Independent

Xiao Duan Female 57 In Office 6 No

director

Chairman of the

Ling Ping Supervisory Male 52 In Office 4.5 Yes

Committee

49

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Yang Xiaohua Supervisor Female 37 In Office 6 Yes

Wu Guangze Supervisor Male 48 In Office 28.31 No

Li Mei Supervisor Female 46 In Office 40.47 No

Deputy General

Chen Wenmian Male 37 In Office 44.74 No

Manager

Deputy Genral

Manager,

Zuo Jiang Female 43 In Office 41.8 No

Secretary to the

Board

head of the

Peng Xiaofang Female 53 In Office 39.57 No

internal audit

Chief legal

He Bing Female 48 In Office 40.82 No

adviser

Director, Genral

Xiao Laijiu Male 51 Dimission 41.91 No

Manager

Chairman of the

You Xiaochong Supervisory Male 48 Dimission 1.5 Yes

Committee

Zou Huiming Supervisor Male 51 Dimission 14.35 No

Yun Wujun Chief Accountant Male 61 Dimission 26.7 No

Tu Huiling Supervisor Female 55 Dimission 23.07 No

Total -- -- -- -- 556.39 --

Incentive equity to directors, supervisors or/and senior executives in the reporting period

□ Applicable √Not applicable

V. Particulars about employees.

1.Number of staff, professional structure and educational background

Number of in-service staff of the parent company(person) 109

Number of in-service staff of the main subsidiaries(person) 1,270

The total number of the in-service staff(person) 1,379

The total number of staff receiving remuneration in the current

1,436

period(person)

Professional

Category Number of persons(person)

Management personnel 329

Toll collectors 797

50

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Road service personnedl 83

Logistical personnedl 170

Total 1,379

Education

Category Number of persons(person)

Holders of master’s degree or obove 25

Graduates of regular university 250

Graduates of junior colleges 617

Other 487

Total 1,379

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

N/A

4.Outsourcing situation

□ Applicable √ No Applicable

51

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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’ meeting, to take the ultimate responsibility for the bank’ 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, the board of supervisors carries out the assessment work on duty exercising for

the board of directors and the board of supervisors, 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 is mainly engaged in the toll collection and maintenance of Guangfo Expressway and Fokai

Expressway. Meanwhile, it has invested in or holds Shenzhen Huiyan Expressway Co., Ltd., Guangdong Maozhan

Expressway Co., Ltd., Guanghui Expressway Co., Ltd., Jingzhu Expressway Guangzhu Section Co., Ltd.,

Zhongjiang Expressway Co., Ltd., Zhaoqing Yuezhao Highway Co., Ltd., Ganzhou Gankang Expressway Co.,

Ltd., Ganzhou Kangda Expressway Co., Ltd. Guangdong Guangle Expressway Co., Ltd.and Guangdong

Expressway Technology Investment Co., Ltd. The Company has outstanding main operation, independent and

complete business and the ability of independent operation. All business decisions of the Company were made

independently, being completely separated from the shareholder with actual control. Related transactions were

carried out in light of the principle of fair transaction, which did not harm the interests of the Company and other

shareholders of the Company. The content of related transactions was fully, timely and accurately disclosed, which

did not have negative influence on the Company.

2. Complete assets

52

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

Sessions Meeting Date Resolution Disclosure date Disclosure index

of proposals

The First provisional Provisional Announcement of Resolutions of the First

March

shareholders’ General shareholders’ 44.53% March 24,2015 provisional shareholders' general meeting.

23,2015

meeting in 2015 General meeting (2015-008) www.cninfo.com.cn

Annual Announcement of Resolutions of the

2014 Shareholders’ April

Shareholders’ 44.76% April 17,2015 shareholders' general meeting in

general meeting 16,2015

General Meeting 2014(2015-019)www.cninfo.com.cn

The Second provisional Provisional Announcement of Resolutions of the

September September

shareholders’ General shareholders’ 50.90% Second provisional shareholders' general

14,2015 15,2015

meeting in 2015 General meeting meeting.(2015-053)www.cninfo.com.cn

The Third provisional Provisional 45.06% December January 4,2016 Announcement of Resolutions of the

53

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

shareholders’ General shareholders’ 30,2015 Third provisional shareholders' general

meeting in 2015 General meeting meeting.(2015-070)www.cninfo.com.cn

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

Failure to

Number of Board Number of

personally

meetings necessary Number of meetings Number of

Independent Number of attend board

to be attended in spot attended by attendances by

Directors absence meetings

the reporting attendances Communicatio representative

successively

period n

twice (Yes/No)

Wang Pu 12 1 11 0 0 No

Feng Ke 12 1 11 0 0 No

Tang Qingquan 12 1 11 0 0 No

Xiao Duan 12 1 11 0 0 No

Number of general meetings attended

by independent directors as non-voting 4

delegates

Notes to failure to personally attend Board Meetings Successively Twice

2.Objection of independent directors on some relevant issues

□ 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 2014, 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.

54

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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. Feng

Ke and Mr. Xiao Laijiu. The particulars of the work of the audit committee in the report period are as follows:

According to the Rulels of Procedure of Audit Committee of the Board of Directors and Working Regulations of

Audit Committee of the Board of Directors on Annual Report and the work requirements of CSRC and Shenzhen

Stock Exchange on annual report for 2014, the audit committee carried out a series of work for the annual audit of

the Comopany for 2014, 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 2014 submitted by the Finance Dept. of the Company

(on which the certified public accountants in charge of annual audit issued standard unqualified opinions) and

giving written auditing opinions.

2. The board of directors has a remuneration committee composed of three directors, i.e., Mr. Wang Pu, Mr. Xiao

Duan and Ms Chen Yanqing. The particulars of the work of the remuneration committee in the report period are

as follows:

According to the Company's Regulations on Performance Appraisal and Remuneration Management of Senior

Executives, the remuneration and appraisal committee audited the remuneration disclosed by the Company's

directors, supervisors and senior executives for 2014 and expressed auditing opinions and examined and adopted

the remuneration scheme and appraisal scheme for senior executives of the Company for 2013.

3.In the report period, The board of directors has an strategy committee composed of five directors. i.e., Mr. Zhu

Zhanliang, Mr. Wang Pu, Ms. Xiao Duan, Mr. Tang Qingquan and Mr. Xiao Laijiu .

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.

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

March29,2016

internal control

Disclosure index of appraisal report on

www.cninfo.com.cn

internal control

55

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

The ratio of the total assets of units

included in the scope of evaluation

accounting for the total assets on the 100.00%

company's consolidated financial

statements

The ratio of the operating income of units

included in the scope of evaluation

accounting for the operating income on the 100.00%

company's consolidated financial

statements

Standards of Defects Evaluation

Type Financial Report Non-financial Report

The following situations (including but not limited Material deficiencies: serious violations and being

to) shall be deemed as “material deficiencies” in the sentenced to heavy fines or need taking criminal

internal control of the financial report. responsibility; utterly disregard the rules of law,

(1) There are major frauds made by the directors, or illegal behaviors in the operation and management

supervisors, or senior management personnel in the are particularly severe and the circumstance is very

company’s management activities; bad, which leads to the suspension or cessation to

(2)There are material misstatements in the current the company's daily operation and management

financial report but the internal control failed to find activities, and leads to the audit report with a

the misstatements during its operation; disclaimer of opinion or a negative opinion issued

by the CPA; the negative news spread all over the

(3) The supervisions made by the company's audit

country, which caused severe damage to the

committee and the internal audit organization on the

company’s reputation; resulted in decease of a

internal control are invalid;

number of workers or citizens, or resulted in

(4) The control environment is invalid;

damages that are unable to recover to workers or

(5)The material deficiencies found and reported to

citizens; reached the circumstance(grade II) of major

the management but are not corrected within a

Standard environmental event. Significant deficiencies: illegal

reasonable time;

and being punished; disregard the requirements of

(6)There is an administrative punishment from the

the company’s management system and the relevant

securities regulatory institution due to accounting

rules of law, there are illegal acts of using the

errors.

authority to seek illegal interests in the work, which

The following situations (including but not limited significantly affect the efficiency and the result of

to) shall be deemed as “significant deficiencies” in daily operation and management activities and lead

the internal control of the financial report and there to the audit report with qualified opinion issued by

are intense signs for the situations becoming the CPA; the negative news spread in a region,

“material deficiencies”: which caused the large-extent damage to the

(1) Frauds made by staff in key positions; company’s reputation; resulted in decease of a

(2)The supervisory function on compliance is worker or a citizen, or resulted in damages that need

invalid, and the violations of regulations may have a long time to recover to workers or citizens; reached

significant impact on the reliability of the financial the circumstance(grade Ⅲ) of big environmental

report; event.

(3)The significant deficiencies reported to the General deficiencies: minor violations; the

56

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

management but are not corrected within a awareness of management under in compliance with

reasonable period. laws and regulations is weak, lacking of business

The following situations (including but not limited and management knowledge, and there are

to) shall be deemed as “general deficiencies” in the phenomena such as being slack in performing

internal control of the financial report. management duties, being passive and poorly

(1) Frauds made by staff in non key positions, or execute the institution in the work, which shall affect

business operators execute the implementation the efficiency and the result of daily operation and

procedures not strictly conforming to the company’s management activities and lead to small effects to

policy but resulted in no significant impact on the the company’s management goal; the negative news

reliability of the financial report. spread within the company, which caused the

little-extent damage to the company’s reputation;

(2)The supervisory function on compliance is

shortly affected the health of the workers or citizens

invalid, and the violations of regulations may not

and the workers or citizens can be recovered in a

have a significant impact on the reliability of the

short time; reached the circumstance(grade Ⅳ) of

financial report;

general environmental event.

(3)

The general deficiencies reported to the

management but are not corrected within a

reasonable period.

Material deficiencies: potential misstatement≧1% Material deficiencies: potential misstatement≧1%

of the total amount of the owner’s equity or RMB of the total amount of the owner’s equity or RMB

200 million; significant deficiencies: 0.5% of the 200 million; significant deficiencies: 0.5% of the

total amount of the owner’s equity or RMB 100 total amount of the owner’s equity or RMB 100

Standards of million≤potential misstatement<1% of the total million≤potential misstatement<1% of the total

Quantitation amount of the owner’s equity or RMB 200 million; amount of the owner’s equity or RMB 200 million;

general deficiencies: potential misstatement<0.5% general deficiencies: potential misstatement<0.5%

of the total amount of the owner’s equity or RMB of the total amount of the owner’s equity or RMB

100 million 100 million

Number of major

defects in financial 0

reporting(a)

Number of major

defects in non financial 0

reporting (a)

Number of important

defects in financial 0

reporting(a)

Number of important

defects in non financial 0

reporting(a)

57

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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, 2015.

Disclosure of internal audit report Disclosure

Disclosure date of audit report

March 29, 2016

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

58

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

X. Financial Report

I. Audit report

Type eof audit opinion Standard Unqualified Audit Opinion

Date for signing the auditor’s report March 28, 2016

Guangdong Zhengzhong Zhujiang Certified Public Accountants Co., Ltd.(Special Geneaal

Name of audit firm

Partnership)

Name Wang Shaohua, Yao Jing

Auditors’ Report

To all shareholders of Guangdong Provincial Expressway Development Co., Ltd.:

We audited accompanying financial statements of Guangdong Provincial Expressway Development Co., Ltd.

(hereinafter referred to as "the Company"), including Consolidation and parent Company balance sheet on

December 31, 2015, Consolidation and parent Company income statement, Consolidation and parent Company

cash flow statement for the year 2015 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

59

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 2015 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.

60

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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, 2015

In RMB

Items At the end of term Beginning of term

Current asset:

Monetary fund 986,737,635.38 561,800,403.72

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 48,147,335.85 23,621,958.13

Prepayments 1,914,808.89 963,349.67

Insurance receivable

Reinsurance receivable

Provisions of Reinsurance contracts

receivable

Interest receivable

Dividend receivable

Other account receivable 16,436,699.69 28,245,949.17

Repurchasing of financial assets

Inventories 800,998.80

Assets held for sales

Non-current asset due in 1 year

Other current asset 40,632,376.52

Total of current assets 1,054,037,478.61 655,264,037.21

61

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Non-current assets:

Loans and payment on other’s behalf

disbursed

Disposable financial asset 1,796,056,064.29 1,946,619,228.45

Expired investment in possess

Long-term receivable

Long term share equity investment 2,635,251,969.72 2,706,081,363.32

Property investment 3,684,184.48 4,148,397.88

Fixed assets 6,591,106,343.61 7,176,766,024.73

Construction in progress 17,125,070.14 2,974,467.60

Engineering material 1,549,556.00 1,549,556.00

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets 4,099,611.48 5,051,049.34

R & D petrol

Goodwill

Long-germ expenses to be amortized 3,576,970.11 5,006,154.74

Differed income tax asset 104,286.87 8,869,234.60

Other non-current asset 1,176,432.55 1,176,432.55

Total of non-current assets 11,053,730,489.25 11,858,241,909.21

Total of assets 12,107,767,967.86 12,513,505,946.42

Current liabilities

Short-term loans 150,000,000.00

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

Account payable 154,217,021.14 150,799,208.60

Advance payment 4,709,312.20 4,868,022.79

Selling of repurchased financial assets

62

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Fees and commissions receivable

Employees’ wage payable 3,105,804.37 2,808,275.72

Tax payable 37,412,104.25 11,575,093.74

Interest payable 22,079,344.97 24,473,342.31

Dividend payable 11,681,423.74 11,148,088.30

Other account payable 186,766,854.50 369,325,097.99

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 1,309,080,000.00 400,480,000.00

Other current liability

Total of current liability 1,729,051,865.17 1,125,477,129.45

Non-current liabilities:

Long-term loan 4,081,760,000.00 4,393,840,000.00

Bond payable 997,000,000.00

Including:preferred stock

Sustainable debt

Long-term payable 52,022,210.11 2,022,210.11

Long-term payable employees’s

remuneration

Special payable

Expected liabilities

Deferred income

Deferrec income tax liability 116,526,766.79 124,150,064.67

Other non-current liabilities

Total non-current liabilities 4,250,308,976.90 5,517,012,274.78

Total of liability 5,979,360,842.07 6,642,489,404.23

Owners’ equity

Share capital 1,257,117,748.00 1,257,117,748.00

Other equity instruments

Including:preferred stock

Sustainable debt

63

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Capital reserves 1,534,772,601.74 1,534,771,223.07

Less:Shares in stock

Other comprehensive income 479,920,085.76 630,483,249.92

Special reserves

Surplus reserves 279,797,987.31 253,056,237.77

Common risk provision

Undistributed profit 1,657,681,399.78 1,340,748,017.33

Total of owner’s equity belong to the

5,209,289,822.59 5,016,176,476.09

parent company

Minority shareholders’ equity 919,117,303.20 854,840,066.10

Total of owners’ equity 6,128,407,125.79 5,871,016,542.19

Total of liabilities and owners’ equity 12,107,767,967.86 12,513,505,946.42

Legal Representative:Zhu Zhanliang

Person in charge of accounting:Fang Zhi

Accounting Dept Leader: Liu Xiaomei

2.Parent Company Balance Sheet

In RMB

Items At the end of term Beginning of term

Current asset:

Monetary fund 822,286,507.11 332,632,828.69

Financial assets measured at fair value

with variations accounted into current

income account

Derivative financial assets

Bill receivable

Account receivable

Prepayments 1,994,822.56 1,250,000.00

Interest receivable 137,958.34 387,936.10

Dividend receivable

Other account receivable 2,256,822.99 2,536,246.24

Inventories

64

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Assets held for sales

Non-current asset due in 1 year

Other current asset 170,603,625.00

Total of current assets 826,676,111.00 507,410,636.03

Non-current assets:

Disposable financial asset 1,796,056,064.29 1,946,619,228.45

Expired investment in possess

Long-term receivable

Long term share equity investment 5,053,688,539.24 5,108,422,809.68

Property investment 3,432,046.23 3,896,259.63

Fixed assets 3,734,470.83 5,463,902.97

Construction in progress

Engineering material

Fixed asset disposal

Production physical assets

Gas & petrol

Intangible assets 1,056,003.37 1,007,811.70

R & D petrol

Goodwill

Long-germ expenses to be amortized 3,261,555.68 4,955,719.12

Differed income tax asset

Other non-current asset 75,000,000.00 78,000,000.00

Total of non-current assets 6,936,228,679.64 7,148,365,731.55

Total of assets 7,762,904,790.64 7,655,776,367.58

Current liabilities

Short-term loans

Financial liabilities measured at fair

value with variations accounted into

current income account

Derivative financial liabilities

Bill payable

Account payable

Advance payment

Employees’ wage payable 1,022,391.27 955,391.47

65

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Tax payable 4,915,239.62 1,640,343.15

Interest payable 17,625,272.46 17,902,360.98

Dividend payable 11,681,423.74 11,148,088.30

Other account payable 6,378,723.77 3,342,843.69

Liabilities held for sales

Non-current liability due in 1 year 997,000,000.00

Other current liability 309,154,118.44 249,803,653.80

Total of current liability 1,347,777,169.30 284,792,681.39

Non-current liabilities:

Long-term loan 1,500,000,000.00 1,500,000,000.00

Bond payable 997,000,000.00

Including:preferred stock

Sustainable debt

Long-term payable 52,022,210.11 2,022,210.11

Employees’ wage payable

Special payable

Expected liabilities

Deferred income

Deferred income tax liability

Other non-current liabilities

Total of Non-current liabilities 1,552,022,210.11 2,499,022,210.11

Total of liability 2,899,799,379.41 2,783,814,891.50

Owners’ equity

Share capital 1,257,117,748.00 1,257,117,748.00

Other equity instrument

Including:preferred stock

Sustainable debt

Capital reserves 1,534,920,742.49 1,534,919,363.82

Less:Shares in stock

Other comprehensive income 479,920,085.76 630,483,249.92

Special reserves

Surplus reserves 279,797,987.31 253,056,237.77

Undistributed profit 1,311,348,847.67 1,196,384,876.57

Total of owners’ equity 4,863,105,411.23 4,871,961,476.08

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Total of liabilities and owners’ equity 7,762,904,790.64 7,655,776,367.58

3.Consolidated Income statement

In RMB

Item Report period Same period of the previous year

I. Income from the key business 1,545,498,589.11 1,455,054,983.70

Incl:Business income 1,545,498,589.11 1,455,054,983.70

Interest income

Insurance fee earned

Fee and commission received

II. Total business cost 1,430,796,069.77 1,462,489,187.28

Incl:Business cost 867,986,027.55 848,547,244.47

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 54,438,413.95 52,884,774.49

Sales expense

Administrative expense 166,209,446.96 167,805,309.46

Financial expenses 342,004,056.37 401,972,752.87

Asset impairment loss 158,124.94 -8,720,894.01

Add:Gains from change of fir value

(“-”for loss)

Investment gain(“-”for loss) 505,392,075.50 419,963,723.25

Incl: investment gains from affiliates 435,543,369.59 374,852,598.76

Gains from currency exchange(“-”for

loss)

III. Operational profit(“-”for loss) 620,094,594.84 412,529,519.67

Add :Non-operational income 28,448,162.03 10,696,374.75

Including:Income from disposal of

3,578.00 3,751,673.75

non-current assets

67

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Less:Non business expenses 6,126,824.34 11,236,078.96

Incl:Loss from disposal of non-current

3,041,722.04 3,602,575.90

assets

IV.Total profit(“-”for loss) 642,415,932.53 411,989,815.46

Less:Income tax expenses 102,985,897.54 53,140,304.88

V. Net profit 539,430,034.99 358,849,510.58

Net profit attributable to the owners of

469,386,906.79 318,754,807.85

parent company

Minority shareholders’ equity 70,043,128.20 40,094,702.73

VI. Other comprehensive income -150,563,164.16 522,265,975.68

Net of profit of other comprehensive inco

me attributable to owners of the parent co -150,563,164.16 522,265,975.68

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)

Other comprehensive income that will be -150,563,164.16 522,265,975.68

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

-150,563,164.16 522,265,975.68

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

68

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Net of profit of other comprehensive inco

me attributable to Minority shareholders’

equity

VII. Total comprehensive income 388,866,870.83 881,115,486.26

Total comprehensive income attributable

318,823,742.63 841,020,783.53

to the owner of the parent company

Total comprehensive income

70,043,128.20 40,094,702.73

attributable minority shareholders

VIII. Earnings per share

(I)Basic earnings per share 0.37 0.25

(II)Diluted earnings per share 0.37 0.25

The current business combination under common control, the net profits of the combined party before achieved net profit of RMB 0,

last period the combined party realized RMB 0.

Legal Representative:Zhu Zhanliang

Person in charge of accounting:Fang Zhi

Accounting Dept Leader: Liu Xiaomei

4. Income statement of the Parent Company

In RMB

Items Report period Same period of the previous year

I. Income from the key business 17,259,744.96 38,226,359.03

Incl:Business cost 464,213.40 464,213.40

Business tax and surcharge 1,017,390.83 2,337,596.13

Sales expense

Administrative expense 87,133,240.32 80,702,135.14

Financial expenses 160,822,480.70 183,477,144.43

Asset impairment loss -445,529.50

Add:Gains from change of fir value

(“-”for loss)

Investment gain(“-”for loss) 499,544,231.95 421,678,016.13

Incl: investment gains from affiliates 436,624,090.84 376,566,891.64

II. Operational profit(“-”for loss) 267,366,651.66 193,368,815.56

Add :Non-operational income 175,192.03 37,574.60

Including:Income from disposal

69

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

of non-current assets

Less:Non business expenses 124,348.25 351,800.00

Incl:Loss from disposal of

122,652.44 351,800.00

non-current assets

III.Total profit(“-”for loss) 267,417,495.44 193,054,590.16

Less:Income tax expenses

IV. Net profit(“-”for net loss) 267,417,495.44 193,054,590.16

V.Net of profit of other comprehensive i

-150,563,164.16 522,265,975.68

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 )

Other comprehensive income that will b -150,563,164.16 522,265,975.68

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

-150,563,164.16 522,265,975.68

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 116,854,331.28 715,320,565.84

VII. Earnings per share:

(I)Basic earnings per share

70

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(II)Diluted earnings per share

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

rending of services

Net increase of customer deposits

1,513,035,761.18 1,449,260,204.91

and capital kept for brother company

Net increase of loans from central bank

Net increase of inter-bank loans from

other financial bodies

Cash received against original insurance

contract

Net cash received from reinsurance

business

Net increase of client deposit and

investment

Net increase of trade financial asset

disposal

Cash received as interest, processing fee

and commission

Net increase of inter-bank fund received

Net increase of repurchasing business

Tax returned

Other cash received from business

66,881,214.31 57,203,521.78

operation

Sub-total of cash inflow 1,579,916,975.49 1,506,463,726.69

Cash paid for purchasing of

178,149,928.54 176,249,231.57

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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

and commission

Cash paid for policy dividend

Cash paid to staffs or paid for staffs 217,286,836.16 225,265,894.32

Taxes paid 139,262,525.10 72,816,246.08

Other cash paid for business activities 48,224,394.50 64,890,607.93

Sub-total of cash outflow from business

582,923,684.30 539,221,979.90

activities

Cash flow generated by business

996,993,291.19 967,241,746.79

operation, net

II.Cash flow generated by investing

Cash received from investment

79,790,549.00

retrieving

Cash received as investment gains 537,034,545.10 193,985,633.34

Net cash retrieved from disposal of

fixed assets, intangible assets, and other 19,236.01 4,163,975.87

long-term assets

Net cash received from disposal of

subsidiaries or other operational units

Other investment-related cash received 20,000,000.00 8,652,012.00

Sub-total of cash inflow due to

636,844,330.11 206,801,621.21

investment activities

Cash paid for construction of

fixed assets, intangible assets 97,152,722.60 234,514,570.92

and other long-term assets

Cash paid as investment 55,995,231.00

Net increase of loan against pledge

Net cash received from subsidiaries and

other operational units

Other cash paid for investment

activities

Sub-total of cash outflow due to

97,152,722.60 290,509,801.92

investment activities

Net cash flow generated by investment 539,691,607.51 -83,708,180.71

III.Cash flow generated by financing

Cash received as investment

Incl: Cash received as investment from

minor shareholders

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Cash received as loans 50,000,000.00 335,000,000.00

Cash received from bond placing

Other financing –related ash received 1,378.67 12,507.50

Sub-total of cash inflow from financing

50,001,378.67 335,012,507.50

activities

Cash to repay debts 675,480,000.00 1,118,485,000.00

Cash paid as dividend, profit, or

479,597,707.56 511,451,389.15

interests

Incl: Dividend and profit paid by

5,765,891.10 24,591,472.01

subsidiaries to minor shareholders

Other cash paid for financing activities 6,171,000.00 3,000,000.00

Sub-total of cash outflow due to

1,161,248,707.56 1,632,936,389.15

financing activities

Net cash flow generated by financing -1,111,247,328.89 -1,297,923,881.65

IV. Influence of exchange rate

-500,338.15 -277,966.53

alternation on cash and cash equivalents

V.Net increase of cash and cash

424,937,231.66 -414,668,282.10

equivalents

Add: balance of cash and cash

561,800,403.72 976,468,685.82

equivalents at the beginning of term

VI ..Balance of cash and cash

986,737,635.38 561,800,403.72

equivalents at the end of term

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

8,427,703.28 7,218,877.08

rending of services

Tax returned

Other cash received from business

75,642,062.47 33,835,283.02

operation

Sub-total of cash inflow 84,069,765.75 41,054,160.10

Cash paid for purchasing of

merchandise and services

Cash paid to staffs or paid for staffs 46,591,029.83 49,722,027.43

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Taxes paid 1,197,864.49 3,162,157.36

Other cash paid for business activities 37,419,882.44 102,667,132.31

Sub-total of cash outflow from business

85,208,776.76 155,551,317.10

activities

Cash flow generated by business

-1,139,011.01 -114,497,157.00

operation, net

II.Cash flow generated by investing

Cash received from investment

40,549,909.00

retrieving

Cash received as investment gains 554,332,218.39 267,760,049.38

Net cash retrieved from disposal of

fixed assets, intangible assets, and other 1,425.00 4,500.00

long-term assets

Net cash received from disposal of

subsidiaries or other operational units

Other investment-related cash received 142,082,019.44 1,034,359,286.47

Sub-total of cash inflow due to

736,965,571.83 1,302,123,835.85

investment activities

Cash paid for construction of

fixed assets, intangible assets 624,472.63 1,871,580.63

and other long-term assets

Cash paid as investment 55,995,231.00

Net cash received from subsidiaries and

other operational units

Other cash paid for investment

505,000,000.00

activities

Sub-total of cash outflow due to

624,472.63 562,866,811.63

investment activities

Net cash flow generated by investment 736,341,099.20 739,257,024.22

III.Cash flow generated by financing

Cash received as investment

Cash received as loans 50,000,000.00

Cash received from bond placing

Other financing –related ash received 1,378.67 12,507.50

Sub-total of cash inflow from

50,001,378.67 12,507.50

financing activities

Cash to repay debts 800,000,000.00

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Cash paid as dividend, profit, or

288,878,450.29 271,035,755.09

interests

Other cash paid for financing activities 6,171,000.00 3,000,000.00

Sub-total of cash outflow due to

295,049,450.29 1,074,035,755.09

financing activities

Net cash flow generated by financing -245,048,071.62 -1,074,023,247.59

IV. Influence of exchange rate

-500,338.15 -277,966.53

alternation on cash and cash equivalents

V.Net increase of cash and cash

489,653,678.42 -449,541,346.90

equivalents

Add: balance of cash and cash

332,632,828.69 782,174,175.59

equivalents at the beginning of term

VI ..Balance of cash and cash

822,286,507.11 332,632,828.69

equivalents at the end of term

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

Items

Other Equity instrusment Minor

Less: Other Common Total of

Share Capital Specialized Surplus Attributable shareholders’

preferred Shares Comprehensive risk owners’ equity

Capital Sustainable Other reserves reserve reserves profit equity

stock in stock Income provision

debt

I.Balance at the 1,257,11 1,534,771 253,056,23

630,483,249.92 1,340,748,017.33 854,840,066.10 5,871,016,542.19

end of last year 7,748.00 ,223.07 7.77

Add: Change of

accounting

policy

Correcting of

previous errors

Merger of entities

under common

control

Other

II.Balance at the

1,257,11 1,534,771 253,056,23

beginning of 630,483,249.92 1,340,748,017.33 854,840,066.10 5,871,016,542.19

7,748.00 ,223.07 7.77

current year

III.Changed in the -150,563,164.1 26,741,749.

1,378.67 316,933,382.45 64,277,237.10 257,390,583.60

current year 6 54

76

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(1)Total

-150,563,164.1

comprehensive 469,386,906.79 70,043,128.20 388,866,870.83

6

income

(II)Investment

or decreasing of

capital by owners

1.Ordinary Shares

invested by hareh

olders

2.Holders of other

equity instruments

invested capital

3.Amount of

shares paid and

accounted as

owners’ equity

4.Other

(III)Profit 26,741,749.

-152,453,524.34 -5,765,891.10 -131,477,665.90

allotment 54

1.Providing of 26,741,749.

-26,741,749.54

surplus reserves 54

2.Providing of

common risk

provisions

3.Allotment to the

-125,711,774.80 -5,765,891.10 -131,477,665.90

owners (or

77

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

shareholders)

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

(VI)Other 1,378.67 1,378.67

IV. Balance at the 1,257,11 1,534,772 279,797,98

479,920,085.76 1,657,681,399.78 919,117,303.20 6,128,407,125.79

end of this term 7,748.00 ,601.74 7.31

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Amount in last year

In RMB

Amount in last year

Owner’s equity Attributable to the Parent Company

Items

Other Equity instrusment Less: Minor

Other Common Total of

Share Capital Shares Specialized Surplus Attributable shareholders’

preferred Comprehensive risk owners’ equity

Capital Sustainable Other reserves in reserve reserves profit equity

stock Income provision

debt stock

I.Balance at the end of 1,257,11 1,534,758 233,750,778

108,217,274.24 1,104,154,555.90 814,745,363.37 5,052,744,435.83

last year 7,748.00 ,715.57 .75

Add: Change of

accounting policy

Correcting of previous

errors

Merger of entities under

common control

Other

II.Balance at the 1,257,11 1,534,758 233,750,778

108,217,274.24 1,104,154,555.90 814,745,363.37 5,052,744,435.83

beginning of current year 7,748.00 ,715.57 .75

III.Changed in the current 19,305,459.

12,507.50 522,265,975.68 236,593,461.43 40,094,702.73 818,272,106.36

year 02

(1)Total comprehensive

522,265,975.68 318,754,807.85 40,094,702.73 881,115,486.26

income

(II)Investment or 12,507.50 12,507.50

79

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

decreasing of capital by

owners

1.Ordinary Shares invest

ed by hareholders

2.Holders of other equity

instruments invested capi

tal

3.Allotment to the

owners (or shareholders)

4.Other 12,507.50 12,507.50

(IV) Internal transferring 19,305,459.

-82,161,346.42 -62,855,887.40

of owners’ equity 02

1. Capitalizing of capital

19,305,459.

reserves (or to capital -19,305,459.02

02

shares)

2. Capitalizing of surplus

reserves (or to capital

shares)

3.Making up losses by

-62,855,887.40 -62,855,887.40

surplus reserves.

4. Other

(VI )Special reserves

1. Provided this year

2.Used this term

(VII)Other

80

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

IV. Balance at the end of

this term

(V) Special reserves

1. Provided this year

2.Used this term

(VI)Other

IV. Balance at the end of 1,257,11 1,534,771 253,056,237

630,483,249.92 1,340,748,017.33 854,840,066.10 5,871,016,542.19

this term 7,748.00 ,223.07 .77

8.Statement of change in owner’s Equity of the Parent Company

Amount in this period

In RMB

Amount in this period

Other Equity instrusment Less:

Other Common Total of

Items Capital Shares Surplus Attributable

Share Capital preferred Comprehensive risk owners’

Sustainable Other reserves in reserves profit

stock Income provision equity

debt stock

1,534,9

253,056, 1,196,384,8 4,871,961,47

I.Balance at the end of last year 1,257,117,748.00 19,363. 630,483,249.92

237.77 76.57 6.08

82

Add: Change of accounting policy

Correcting of previous errors

81

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Other

1,534,9

253,056, 1,196,384,8 4,871,961,47

II.Balance at the beginning of current year 1,257,117,748.00 19,363. 630,483,249.92

237.77 76.57 6.08

82

1,378.6 26,741,7 114,963,971 -8,856,064.8

III.Changed in the current year -150,563,164.16

7 49.54 .10 5

267,417,495 116,854,331.

(I)Total comprehensive income -150,563,164.16

.44 28

(II) Investment or decreasing of capital by owners

1.Ordinary Shares invested by hareholders

2.Holders of other equity instruments invested capital

3.Amount of shares paid and accounted as owners’ equity

4.Other

26,741,7 -152,453,52 -125,711,774

(III)Profit allotment

49.54 4.34 .80

26,741,7 -26,741,749

1.Providing of surplus reserves

49.54 .54

-125,711,77 -125,711,774

2.Allotment to the owners (or shareholders)

4.80 .80

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.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

4. Other

(V) Special reserves

1. Provided this year

2.Used this term

1,378.6

(VI)Other 1,378.67

7

1,534,9

279,797, 1,311,348,8 4,863,105,41

IV. Balance at the end of this term 1,257,117,748.00 20,742. 479,920,085.76

987.31 47.67 1.23

49

Amount in last year

In RMB

Amount in last year

Other Equity instrusment Less: Other Common Total of

Items Capital Surplus Attributable

Share Capital preferred Sustainable Shares in Comprehensive risk owners’

Other reserves reserves profit

stock debt stock Income provision equity

1,534,90 233,750,77 1,085,491,63 4,219,484,29

I.Balance at the end of last year 1,257,117,748.00 108,217,274.24

6,856.32 8.75 2.83 0.14

Add: Change of accounting policy

Correcting of previous errors

Other

1,534,90 233,750,77 1,085,491,63 4,219,484,29

II.Balance at the beginning of current year 1,257,117,748.00 108,217,274.24

6,856.32 8.75 2.83 0.14

12,507.5 19,305,459. 110,893,243. 652,477,185.

III.Changed in the current year 522,265,975.68

0 02 74 94

83

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

193,054,590. 715,320,565.

(I)Total comprehensive income 522,265,975.68

16 84

(II) Investment or decreasing of capital by 12,507.5

12,507.50

owners 0

1.Ordinary Shares invested by hareholders

2.Holders of other equity instruments inve

sted capital

3.Amount of shares paid and accounted as

owners’ equity

12,507.5

4.Other 12,507.50

0

19,305,459. -82,161,346.4 -62,855,887.4

(III)Profit allotment

02 2 0

19,305,459. -19,305,459.0

1.Providing of surplus reserves

02 2

2.Allotment to the owners (or -62,855,887.4 -62,855,887.4

shareholders) 0 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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(V) Special reserves

1. Provided this year

2.Used this term

(VI)Other

1,534,91 253,056,23 1,196,384,87 4,871,961,47

IV. Balance at the end of this term 1,257,117,748.00 630,483,249.92

9,363.82 7.77 6.57 6.08

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

III. Compan y Profil e

(1).Hist ory

The Com pany wa s est abl ishe d in Februa ry 1993, whi ch wa s origi nall y name d as Gua ngdong

Foka i Expre ssway Co., Lt d. On June 30, 1993, it wa s re name d as Gua ngdong Provinc ia l

Expre sswa y De vel opme nt Co., Lt d. after re organi za ti on purs uant to the approval of the Offic e

of Joint Exa mi nati on Group of Expe ri men tal Uni ts of Sha re Holdi ng Syst em with YLS B

(1993)No. 68 docume nt. The share ca pita l struct ure after re organi za tion is as fol lows:

Composition of state-owned shares: The appraised net value of state-owned assets of Guangdong Jiujiang Bridge

Co. and Guangfo Expressway Co., Ltd. as of January 31, 1993 confirmed by Guangdong State-owned Asset

Management Dept., i.e.,RMB 418.2136 million, was converted into 155.025 million shares. Guangdong

Expressway Co. invested cash of RMB 115 million to subscribe for 35.9375 million shares. Other legal persons

invested cash of RMB 286.992 million to subscribe for 89.685 million shares. Staff of the Company invested

RMB 87.008 million to subscribe for 27.19 million shares. The total is RMB 307.8375.

2 . Pursuant to the approval of Guangdong Economic System Reform Committee and Guangdong Securities

Regulatory Commission with YTG (1996) No. 67 document, part of the shareholders of non-state-owned legal

person shares transferred 20 million non-state-owned legal person shares to Malaysia Yibao Engineering Co., Ltd.

in June 1996.

3. Pursuant to the approval of Securities Commission under the State Council with WF (1996) No. 24 approval

document and that of Guangdong Economic System Reform Committee with YTG (1996) No. 68 document, the

Company issued 135 million domestically listed foreign investment shares (B shares) to overseas investors at the

price of HKD 3.54 (equivalent to RMB 3.8) with the par value of each share being RMB 1 during June to July

1996.

4. Pursuant to the reply of the Ministry of Foreign Trade and Economic Cooperation of the People’ s Republic of

China with (1996) WJMZYHZ No. 606 document, the Company was approved to be a foreign-invested joint

stock company limited.

5.The Company distributed dividends and capitalized capital common reserve for the year 1996 in the following

manner: The Company paid 1.7 bonus shares f or each 10 shares and capitalized capital common reserve on

3.3-for-10 basis.

6. Pursuant to the approval of China Securities Regulatory Committee (CSRC) with ZJFZ (1997) No. 486 and No.

487 document, the Company issued 100 million public shares (A shares) at the price of RMB 5.41 in term of

“payable in full on application, pro-rate placing and subject to refund” with the par value of each share being

RMB 1 in January 1998.

7.In accordance with the Resolutions of the 1999 Shareholders’ General Meeting of the Company and pursuant to

the approval of Guangzhou Securities Regulatory Office under CSRC with GZZJH (2000) No. 99 and that of

CSRC with ZJGSZ (2000) No. 98, the Company offered 3 Rights for every 10 shares of 764.256249 million

shares at the price of RMB 11 per Right.73,822,250 ordinary shares were actually placed to all

8. Pursuant to the reply of the General Office of the People’ s Government of Guangdong Province with YBH

(2000) No. 574 document, the state-owned shares were transferred to Guangdong Communication Group Co.,

Ltd. (Group Co.) for holding and management without compensation.

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 31,2015, the quantity of the shares subject to sale restriction held by senior executives is

143,524.

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,

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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, 20 04,As approve d by Chi na Sec uriti es Regul atory Commi ssion by do cume nt

Zhe ng-Jia n-Go ng-S i-Zi [2003]No.3, the 45,00 0,000 non-ne goti abl e fore ign sh ares we re

plac e d in She nzhe n Stoc k

12. On December 21, 2005, the Company's plan for share holding structure reform was voted through at the

shareholders' meeting concerning A shares. On January 26 2006, The Ministry of Commerce of PRC issued “The

approval on share converting of Guangdong Provincial Expressway Development Co., Ltd.” to approve the share

equity relocation and transformation. On October 9 2006, according to the “Circular about implementing of share

equity relocation and relative trading” issued by Shenzhen Stock Exchange, the abbreviation ID of the Company’s

A shares was restored from “G-Expressway” “Expressway A”.

(2)Organization structure and the actual controller of the Company

As of June 30, 2014,Registration capital :RMB1,257,117,748,Legal representative:Zhu Zhanliang,Registration

place:No.85, Baiyun Road, Guangzhou, Headquarters Office: 45-46/F, Litong Plaza, No.32, Zhujiang East Road,

Zhujiang New City, Tihe Disrtict , Guangzhou,The company has set up: Investment Development Dept, Security

Affairs Department, Management Department, Financial Management Department, Base construction Department,

Audit and Supervise Department, Affairs Department, Personnel Department , Party Work Department, Law

affairs Department , Project Office and Labour union etc.

Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Li

Jing. Date of establishment: June 23, 2000. As of December 31, 2014,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 telecom 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 and

maintenance of roads, bridges, and car rescue, maintenance, cleaning, concurrently with the company's business s

upporting 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 2015 annual consolidated subsidiaries of total 3 companies, the scope of consolidated financial stat

ements did not change compared with the previous period,Refer to Notes VI, Notes of financial

statements ,Change of consolidation scope and Notes VII, Notes of financial statements, Equity in other entities

for more details.

5. Approval of the financial statements reported

The financial statements for 2015 have been authorized for issuance by the Board of Directors of the Group on

March 28,2016.

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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. Important accounting policies and estimations

Indication of specific accounting policies and estimations:

N/A

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 critera 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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

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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 arrangemnt 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 com

mon business 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 investment

s and long-term equity investments are accounted for in accordance with the method of the Notes to Financial Stat

ements.

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

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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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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%

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

according to the shortfall of the present value of expected future

Witharawal method for boad debt provision

cash flows against its carrying amount and record it into the

profits & losses at the current period.

12.Inventory

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 classi

fied 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.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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.

②For 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.

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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 21 of Important Accounting Policies and Accounting Estimates in Notes

3 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 21 of Important Accounting Policies and Accounting Estimates

in Notes 3 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.

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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 years 0% Working flow basis

Fokai Expressway Working flow basis 30 years 0% Working flow basis

Highway and Bridge 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.

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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 21 of Important Accounting Policies and Accounting Estimates

in Notes 3 of Financial Statements”.

18.Construction-in process

1. Calculation of Construction-in-process:The constructions in process are classified & accounted according to

the established projects.

2. Standard & Time Point for Carrying Constructions in Process Forward to Fixed Assets

All the expenditures that bring the construction in process to the expected condition for use shall be the credit

value of the fixed asset. If the fixed asset construction in process has already reached the expected condition for

use, but hasn’t been made the final account; it shall be carried forward to a fixed asset according to its estimated

value based on the budget, cost or actual cost of the construction starting from the date when it reaches the

expected condition for use, and the fixed asset shall be depreciated according to the company’s depreciation

policy for fixed assets. After the final account has been made, the original provisional estimated value shall be

adjusted according to the actual cost, but the depreciation which has originally been counted & drawn shall not be

adjusted.

3.Test Method for Construction-in-Process Impairment and Counting & Drawing Method

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 21 of Important Accounting Policies and Accounting

Estimates in Notes 3 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.

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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

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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.

(3) 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 21 of Important Accounting Policies and Accounting Estimates

in Notes 3 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

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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

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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, w

elfare, medical insurance, work injury insurance and maternity insurance and other social insurance, housing fund

confirmed, labor union funds, employee education funds and as a liability profit or loss or costs related assets. If t

he debt is expected to provide services after the end of the annual reporting period in which an employee can not b

e fully paid within twelve months, and the financial impact is material, the amount will be discounted liabilities m

easured 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

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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

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:

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(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.

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31.Change of main accounting policies and estimations

(1)Change of main accounting policies

□Applicable√ Not applicable

(2) Change of main accounting estimates

□Applicable√ Not applicable

VI. Taxation

1. Major category of taxes and tax retes

Tax category Tax basis Tax rate

Toll income, Rent income and

Business tax 3%、5%

Labour income

City maintenance and construction tax 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%

Notes of the disclosure situation of the taxpaying bodies with different enterprises income tax rate

Name e Income tax rate

2.Preferential tax and approving documents

N/A

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 137,771.71 77,312.85

Bank deposit 985,861,577.06 561,106,598.75

Other 738,286.61 616,492.12

Total 986,737,635.38 561,800,403.72

Other Explanation

2. Account receivable

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

1.Classification account receivables.

In RMB

Amount in year-end Amount in year- begin

Book Balance Bad debt provision Book Book Balance Bad debt provision

Type value

Amount Proportio Amount Proportio Amount Proportio Amount Proportion( Book value

n(%) n(%) Proportio n(%) %)

n(%)

Account receivable

with single major

amount and 35,542,8 35,542,85 19,134, 19,134,624.

73.48% 80.65%

55.63 5.63 624.86 86

withdrawal bad debt

provision for single

item

Account receivable

withdrawalbad debt

12,829,9 225,517. 12,604,48 4,589,7 102,451.6 4,487,333.2

provision by group 26.52% 1.76% 19.35% 2.23%

98.21 99 0.22 84.94 7 7

of credit risk

characterstics

48,372,8 225,517. 48,147,33 23,724, 102,451.6 23,621,958.

Total 100.00% 0.47% 100.00% 0.43%

53.84 99 5.85 409.80 7 13

Receivable accounts with large amount individually and bad debt provisions were provided

√ Applicable □Not applicable

In RMB

Amount in year-end

Receivable accounts(Unit)

Receivable accounts Bad debt provision Proportion Reason

Guangdong Union Electronic

35,542,855.63

Services Co., Ltd.

Total 35,542,855.63 -- --

Account reveivable on which bad debt proisions 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

Within 1 year 11,877,151.67

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Subtotal within 1 year 11,877,151.67

1-2 years 532,679.87 53,267.99 10.00%

2-3 years 189,166.67 56,750.00 30.00%

3-4 years 231,000.00 115,500.00 50.00%

Total 12,829,998.21 225,517.99 1.76%

Notes of the basis of recognizing the group:

Refer to "Notes 3 the financial statements of the important accounting policies and accounting estimates No. 11 R

ecognition 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::

N/A

(2)Accrual period, recovery or reversal of bad debts situation

The current amount of provision for bad debts is RMB123,066.32 ; recovery or payback for bad debts Amount is

RMB0.00.

Where the current bad debts back or recover significant amounts:

In RMB

Name Back or withdraw money Recovery methods

(3)The current accounts receivable write-offs situation

In RMB

Items Amount written off

Account receivables actually written-off during the reporting period:

In RMB

Nature of account Verification Arising from related

Name Amount written off Reason for write-off

receivables procedures transactions (Y/N)

Explanation for write-off of account receivables:

(4)The ending balance of other receivables owed by the imputation of the top five parties

Name Amount Aging Proportion(%) Bad debt

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

provision

Guangdong Union Electronic Services 35,542,855.63 Within 1 year 73.47

Co., Ltd.

CRCC Harbour & Channel Engineering 2,804,149.75 Within 1 year 5.80

Bureau Group Co., Ltd.

Guangdong Guanghui Expressway Co., 2,247,992.00 Within 1 year 4.65

Ltd.

Guangdong Xinyue Communication 1,272,653.03 Within 1 year 2.63

Investment Co., ltd.

Guangdong Feida Communication 840,000.00 Within 1 year 1.74

Engineering Co., Ltd.

Total 42,707,650.41 88.29

(5)Account receivable which terminate the recognition owning to the transfer of the financial assets

N/A

(6)The amount of the assets and liabilities formed by the transfer and the continues involvement of

accounts receivable

N/A

Other Explanation

3. Prepayments

(1)Age analysis

In RMB

Balance in year-end Balance in year-begin

Age

Amount Proportion(%) Amount Proportion(%)

Within 1 year 1,745,070.89 91.14% 710,531.67 73.76%

Over 3 years 169,738.00 8.86% 252,818.00 26.24%

Total 1,914,808.89 -- 963,349.67 --

Notes of the reasons of the prepayment ages over 1 year with significant amount but failed settled in time:

N/A

(2) Top 5 of the closing balance of the prepayment colleted according to the prepayment target

Name Amount Time Proportion(%)

Guangdong Litong Real estate Investment Co., Ltd. 735,092.00 Within 1 year 38.40

108

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

China Ping An insurance and property insurance company Guangdong branch 528,875.00 Within 1 year 27.62

Dongguan Yongyao Optoelectricity Technology Co., Ltd. 212,000.00 Within 1 year 11.07

Guangzhou Maritime Court 169,738.00 Over 5 years 8.86

Zhaoqing Yuezhao Highway Co., Ltd. 131,250.00 Within 1 year 6.85

Total 1,776,955.00 92.80

Other Explanation

4.Other accounts receivable

(1) Other accounts receivable disclosed by category

In RMB

Balance in year-end Balance in year-begin

Bad debt

Book Balance Book Balance Bad debt provision

Type provision Book

Book value

Amount Proportio Amount Proportio value Amount Proportio Amount Proportion(

n(%) n(%) n(%) %)

Other Account

receivable with

single major amount 53,351,5 53,351,5 53,351, 53,351,56

74.64% 100.00% 64.08% 100.00%

65.01 65.01 565.01 5.01

and withdrawal bad

debt provision for

single item

Other Account

receivable

withdrawalbad debt 18,130,3 1,693,63 16,436,69 29,904, 1,658,571 28,245,949.

25.36% 9.34% 35.92% 5.55%

30.11 0.42 9.69 520.97 .80 17

provision by group of

credit risk

characterstics

71,481,8 55,045,1 16,436,69 83,256, 55,010,13 28,245,949.

Total 100.00% 77.01% 100.00% 66.07%

95.12 95.43 9.69 085.98 6.81 17

109

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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) Other Bad debt

Proportion Reason

receivable provision

The parent company once paid RMB 33,683,774.79 into Kunlun Securities Co., Ltd, Guangdong Expressway technology

investment Co., Ltd once paid RMB 18,000,000.00 into Kunlun Securities Co., Ltd. Qinghai Province Xining City’s

intermediate people’s court made a adjudication under law declared that Kunlun Securities Co., Ltd went bankrupt and

Kunlun Sercurities repaid debt in Novemeber 11, 2006. On March 2007, The Company and Guangdong Expressway Technology Investment

49,343,885.10 49,343,885.10 100.00%

Co.,Ltd. Co., Ltd had switched the money that paid into Kunlun Secutities Co., Ltd to other account receivable, and follow the

careful principle to doubtful debts provision. The RMB 710,349.92 Credit was Recovered in 2008, and the provision for

bad debt is deducted, The RMB977,527.77 credit was recovered in 2011, and the provision for had debt is deducted.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

Fertilizer Co., Ltd’s operating status was had and had already ceased producing, Accordingly, the controlling subsidiary

Organic Fertilizer Co., 4,007,679.91 4,007,679.91 100.00%

Ltd. 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 provision for bad debts and write off u

ncollected interest entrusted loans according to the settlement agreement of RMB 212,400.00.

Total 53,351,565.01 53,351,565.01 -- --

110

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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 11,096,966.86

1-2 years 350,586.20 35,058.62 10.00%

Over 5 years 1,658,571.80 1,658,571.80 100.00%

Total 13,106,124.86 1,693,630.42 12.92%

Notes of the basis of recognizing the group:

Refer to "Notes 3 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 Rease deposit

Beijing Shibang Weilishi Property Management 393,331.00 Deposit

Services Co., Ltd.

Guangdong Guanghui Expressway Co., Ltd. 826,982.00 Guarantees fund, deposit

Foshan Nanhai Labor & social Security Bureau 449,682.00 Land deposit, recoverable

Zhaoqing Yuezhao Highway Co., Ltd. 447,849.00 Guarantees fund, deposit

Guangdong Guanyue Luqiao Co., Ltd. 364,594.20 Quality guarantees fund

Zhaoqing Guanghe Expressway Co., Ltd. 163,620.63 Quality guarantees fund

CRCC Harbour & Channel Engineering Bureau 165,169.25 Quality guarantees fund

Group Co., Ltd.

Guangshen Zhu Expressway Co., Ltd. 121,280.00 Guarantee fund

Jingzhu Expressway Guangzhu Section Co., ltd. 97,643.90 Guarantee fund

Guangdong Highway Construction Co., Ltd. 76,563.00 Guarantee fund

Chengdu Shuguang Fibre-optical Metwork Co., ltd. 59,758.09 Quality guarantees fund

111

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangdong Guangzhu West Line Expressway Co., 47,639.00 Guarantee fund

Ltd.

Guangdong Boda Expressway Co., Ltd. 45,480.00 Guarantee fund

Guangdong Maozhan Expressway Co., ltd. 40,100.00 Quality guarantees fund

Guangdong Expressway Co., ltd. 39,654.00 Guarantee fund

Guangdong Feida Communication Engineering Co., 34,849.25 Quality guarantees fund

Ltd.

Guangdong Kaiyang Expressway Co., Ltd. 33,300.00 Quality guarantees fund

Guangdong Weishi Highway Engineering Co., ltd. 58,126.63 Quality guarantees fund

Guangdong West Coastal Expressway Zhuhai 20,466.00 Quality guarantees fund

Section Co., ltd.

Guangdong Jiangzhong Expressway Co.,ltd. 19,708.00 Quality guarantees fund

Guangdong Humen Bridge Co., ltd. 16,676.00 Guarantee fund

Guangdong Dingrong Information Technology Co., 10,950.00 Quality guarantees fund

Ltd.

Foshan Chezhigang Auto Leasing Co., Ltd. 10,000.00 Deposit

Guangzhou Chengcheng Auto Leasing Service Co., 10,000.00 Deposit

ltd.

Guangdong Zhonglin Electrical Installation 8,820.00 Quality guarantees fund

Engineering Co., Ltd.

Guangdong Jingzhu Expressway Guangzhu North 6,064.00 Guarantee fund

Co., ltd.

Deposit 5,700.00 Deposit

Guangdong West Coastal Expressway Xinhui 3,790.00 Quality guarantees fund

Section Co., Ltd.

Guangdong Road & Highway Construction 3,762.70 Quality guarantees fund

Development Co., Ltd.

Guangdong Yueyun Communication Co., Ltd. 3,032.00 Quality guarantees fund

Guangdong Xinyue Communication Investment Co., 2,158.60 Quality guarantees fund

Ltd.

Shanxi Sihe Communication Engineering Co., ltd. 1,600.00 Quality guarantees fund

Total 5,024,205.25

(2)Accrual period, recovery or reversal of bad debts situation

The current amount of provision for bad debts is RMB 35,058.62; recovery or payback for bad debts Amount is R

MB 0.00.

Where the current bad debts back or recover significant amounts:

112

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

In RMB

Name Back or withdraw money Recovery methods

(3) The actual write-off other accounts receivable

In RMB

Items Amount

Of which the significant write-off other accounts receivable:

In RMB

Whether occurred

Name Nature Amount Reason Process from the related

transactions

\

Notes of write-off other accounts receivable:

N/A

(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 5,024,205.25 13,641,347.40

Current account of gelin enze 4,007,679.91 4,007,679.91

Pretty cash 2,405,100.00 3,675,100.00

Advertising and service fee 1,978,678.79 5,850,744.67

Other 8,722,346.07 6,737,328.90

Total 71,481,895.12 83,256,085.98

(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 69.02% 49,343,885.10

113

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Co.,Ltd tlement funds

Current account of re

Beijing Gelin Enze 4,007,679.91 Over 5 years 5.61% 4,007,679.91

lated party

Guangdong

Expressway Co., Current account 2,625,463.63 Within 1 year 3.67%

Ltd.

Pretty cash Pretty cash 2,070,000.00 Within 1 year 2.90%

Advertising and serv

Guangdong Xinlu

ice fee 1,227,244.26 Within 1 year 1.72%

Advertising Co.,ltd.

Total -- 59,274,272.90 -- 82.92% 53,351,565.01

(6) Accounts receivable involved with government subsidies

In RMB

Project of government Estimated received time

Name Closing balance Closing age

subsidies amount and basis

N/A

(7) Other account receivable which terminate the recognition owning to the transfer of the financial assets

N/A

(8) The amount of the assets and liabilities formed by the transfer and the continues involvement of other

accounts receivable

N/A

Other explanation

5.Inventory

(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

Engineering

800,998.80 800,998.80

construction

Total 800,998.80 800,998.80

114

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(2)Inventory falling price reserves

In RMB

Year-beginning Increase at this period Decrease at this period

Items Year-end balance

balance Withdrawing Other Turn or turn off Other

N/A

6. Other current assets

In RMB

Items Amount in year-end Amount in year- begin

National debt reverse repurchase balance 40,603,625.00

To offset the input tax 28,751.52

Total 40,632,376.52

Other explanation

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 equity 1,796,056,064.

1,832,849,264.29 36,793,200.00 1,983,412,428.45 36,793,200.00 1,946,619,228.45

instruments 29

Measured by fair value 997,480,962.56 997,480,962.56 1,148,044,126.72 1,148,044,126.72

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

1,796,056,064.

Total 1,832,849,264.29 36,793,200.00 1,983,412,428.45 36,793,200.00 1,946,619,228.45

29

(2) Available-for-sale financial assets measured by fair value at the period-end

In RMB

Available-for-sale Available-for-sale Debt

Type Total

financial instrument instruments

Cost of the equity

instruments/amortized

517,560,876.80 517,560,876.80

cost of the liabilities

instruments

Fair value 997,480,962.56 997,480,962.56

115

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Changed amount of the

fair value accumulatively

479,920,085.76 479,920,085.76

included in other

comprehensive income

(3) Available-for-sale financial assets measured by cost at the period-end

In RMB

Book balance Impairment provision Shareholdi Cash

ng bonus of

Investee Period- Period-beg Period proportion the

Decrease Decrease Decrease

begin in -end among the reporting

investees period

Guangdong Rodio and

Television Networks

50,000, 50,000,000 1,010,837.

investment No.1 3.11%

000.00 .00 95

Limited partnership

enterprise

Kunlun Securities Co., 30,000, 30,000,000 30,000,000 30,000,000

5.74%

Ltd. 000.00 .00 .00 .00

Huaxia Securities Co., 5,400,0 5,400,000. 5,400,000. 5,400,000.

0.27%

Ltd. 00.00 00 00 00

Huazheng Assets

Management 1,620,0 1,620,000. 1,393,200. 1,393,200.

0.54%

00.00 00 00 00

Co. Ltd.

Guangdong Guangle 748,348 748,348,30

9.00%

Expressway Co., Ltd. ,301.73 1.73

835,368 835,368,30 36,793,200 36,793,200 1,010,837.

Total --

,301.73 1.73 .00 .00 95

(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

impairment at the 36,793,200.00 36,793,200.00

period-begin

116

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Balance of the withdrawn

impairment at the 36,793,200.00 36,793,200.00

period-end

8. Long-term equity investment

In RMB

Increase/decrease

Adjustme

Cash Closing

nt of Withdrawal

Opening Chinges bonus or Closing balance of

Investees Add other of

balance of other profits Other balance impairment

investment comprehe impairment

eqiuty announce provision

nsive provision

d to issue

income

I. Joint venture

Guangdo

ng

1,193,172 236,226,4 359,483,6 1,069,91

Guanghui ,139.09 52.58 21.28 4,970.39

Expressw

ay Co.,

Ltd.

Zhaoqing

Yuezhao 273,153,3 39,171,94 38,048,04 274,277,

45.90 1.01 0.00 246.91

Highway

Co., Ltd.

Beijing

Gelin

Enze

1,466,325 275,398,3 397,531,6 1,344,19

Subtotal

,484.99 93.59 61.28 2,217.30

2. Affiliated Company

Shenzhen

Huiyan 160,888,0 48,728,74 76,556,70 133,060,1

Expressw 58.33 4.73 0.00 03.06

ay

Jingzhu 312,905,0 72,032,35 384,937,3

Exprwss 40.79 1.04 91.83

117

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

way

Guanzhu

Guangdo

ng

Jiangzhon 173,582,0 8,104,887 6,270,000 175,416,9

g 80.68 .43 .00 68.11

Expressw

ay

Ganzhou

Kangda 164,592,5 23,190,98 187,783,4

Expressw 03.05 6.46 89.51

ay

Ganzhou

Gankang 207,626,5 6,139,341 9,000,000 204,765,9

Expressw 77.95 .33 .00 19.28

ay

Guangdo

ng Yueke

Technolo 204,066,4 3,029,386 2,000,000 205,095,8

gy Petty 94.37 .26 .00 80.63

Loan Co.,

Ltd.

Asian

Kitchen

16,095,12 15,014,40 -1,080,72

& Bath

3.16 1.91 1.25

City Co.,

Ltd.

1,239,755 15,014,40 160,144,9 93,826,70 1,291,059

Total

,878.33 1.91 76.00 0.00 ,752.42

2,706,081 15,014,40 435,543,3 491,358,3 2,635,251

Total

,363.32 1.91 69.59 61.28 ,969.72

Other explanation

9. Investment property

(1) Investment property adopted the cost measurement mode

√ Applicable □ Not applicable

In RMB

Items Houses and buildings Land use right Construction in progress Total

I.Original value

118

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

1.Opening balance 12,664,698.25 12,664,698.25

2.Increased amount of

the period

(1)Outsourcing

( 2 ) Inventory, Fixed

assetsand Construction

project into

(3)Enterprise

consolidation

3.Decreased amount

ofthe period

(1)Disposal

(2)Other Out

4.Closing balance 12,664,698.25 12,664,698.25

II.Accumulated

depreciation accumulated

amortization

1.Opening balance 8,516,300.37 8,516,300.37

2.Increased amount of

464,213.40 464,213.40

the period

(1)Withdrawalor

464,213.40 464,213.40

amortization

3.Decreased amount

ofthe period

(1)Disposal

(2)Other Out

4.Closing balance 8,980,513.77 8,980,513.77

119

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

III. Impairment provision

1.Opening balance

2.Increased amount of

the period

(1)Withdrawalor

3.Decreased amount

ofthe period

(1)Disposal

(2)Other Out

4.Closing balance

IV. Book value

1.Closing book value 3,684,184.48 3,684,184.48

2.Opening book 4,148,397.88 4,148,397.88

(2) Investment property adopted fair value measurement mode

□ Applicable √ Not applicable

(3) Details of investment property failed to accomplish certification of property

In RMB

Items Book value Reason

Transportation and other ancillary

Transportation and other ancillary facilities 2,030,492.34

facilities, Not accreditation

Other explanation

10. Fixed assets

(1) List of fixed assets

In RMB

Electricity

Guangfo Fokai House and Machinery Transportation

Items equipment and Total

Expressway Expressway buildings equipment equipment

other

120

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

I.Original price

1.Opening 1,460,270,190. 8,547,420,760. 10,841,164,262

268,889,649.54 110,841,443.58 53,899,687.28 399,842,531.12

balance 66 60 .78

2.Increased

amount ofthe 14,423,320.45 466,131.70 8,728,551.95 23,618,004.10

period

(1)Purchase 466,131.70 6,357,672.39 6,823,804.09

(2)Transfer

of project

14,423,320.45 2,370,879.56 16,794,200.01

under

construction

(3)Increased

of Enterprise

consolidation

3.Decreased

amountof the 2,782,074.00 61,583,304.99 64,365,378.99

period

(1)Disposal

2,782,074.00 61,583,304.99 64,365,378.99

or scrap

4.Closing 1,460,270,190. 8,561,844,081. 10,800,416,887

268,889,649.54 110,841,443.58 51,583,744.98 346,987,778.08

balance 66 05 .89

II.

Accumulated

depreciation

1.Opening 1,120,872,662. 2,146,782,932. 3,664,398,238.

122,921,217.02 26,346,554.54 36,824,762.98 210,650,108.41

balance 99 11 05

2.Increased

amount ofthe 149,842,676.73 396,800,010.71 15,292,695.34 9,966,764.70 3,682,311.80 30,606,181.89 606,190,641.17

period

(1)Withdrawal 149,842,676.73 396,800,010.71 15,292,695.34 9,966,764.70 3,682,311.80 30,606,181.89 606,190,641.17

3.Decreased

amount ofthe 2,503,866.60 58,774,468.34 61,278,334.94

period

121

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(1)Disposal or

2,503,866.60 58,774,468.34 61,278,334.94

scrap

4.Closing 1,270,715,339. 2,543,582,942. 4,209,310,544.

138,213,912.36 36,313,319.24 38,003,208.18 182,481,821.96

balance 72 82 28

III. Impairment

provision

1.Opening

balance

2.Increased

amount ofthe

period

(1)

Withdrawal

3.Decreased

amount ofthe

period

(1)Disposal

or scrap

4.Closing

balance

IV. Book value

1.Closing book 6,018,261,138. 6,591,106,343.

189,554,850.94 130,675,737.18 74,528,124.34 13,580,536.80 164,505,956.12

value 23 61

2.Opening 6,400,637,828. 7,176,766,024.

339,397,527.67 145,968,432.52 84,494,889.04 17,074,924.30 189,192,422.71

book value 49 73

(2)Details of fixed assets failed to accomplish certification of property

In RMB

Items Book value Reason

Transportation and other ancillary

Transportation and other ancillary facilities 98,673,590.86

facilities, Not accreditation

Other explanation:

11. Project under construction

(1)Project under construction

122

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

In RMB

Year-end balance Year-beginning balance

Items Book balance Provision for Book Net value Book balance Provision for Book Net value

devaluation devaluation

Odd project 17,125,070.14 17,125,070.14 2,974,467.60 2,974,467.60

Total a 17,125,070.14 17,125,070.14 2,974,467.60 2,974,467.60

(2) Changes of significant construction in progress

In RMB

Includin

Capitalis g:

Amount Transferr ation of Current Capitalis

Increase Balance

at year ed to Other Proporti Progress interest amount ation of Source

Name Budget at this in

beginnin fixed decrease on(%) of work accumul of interest of funds

period year-end

g assets ated capitaliz ratio(%)

balance ation of

interest

period

between

Financial

Xiebian to 400,24 14,423,3 14,423,3 413,852,

120.15% 100.00 organ

0.91 20.45 20.45 444.90

Sanbao loan

extension

project

Odd proje 2,974,46 16,521,4 2,370,87 17,125,0

Other

ct 7.60 82.10 9.56 70.14

400,24 2,974,46 30,944,8 16,794,2 17,125,0 413,852,

Total -- -- --

0.91 7.60 02.55 00.01 70.14 444.90

12. Engineering material

In RMB

Items Balance in year-end Balance in year-begin

Signpost 1,549,556.00 1,549,556.00

Total 1,549,556.00 1,549,556.00

Other explanation:

14. Intangible assets

123

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(1) List of intangible assets

In RMB

Items Land use right Patent right Non-patent right Software Total

I. Original price

1.Opening

1,311,658.00 8,918,094.77 10,229,752.77

balance

2.Increased

amount ofthe 1,014,340.00 1,014,340.00

period

(1) Purchase 1,014,340.00 1,014,340.00

(2)Internal

Development

(3)Increased of

Enterprise

Combination

3.Decreased

amount of the period

(1)Disposal

4.Closing balance 1,311,658.00 9,932,434.77 11,244,092.77

II.Accumulated

amortization

1.Opening balance 920,683.30 4,258,020.13 5,178,703.43

2.Increased amount

151,345.20 1,814,432.66 1,965,777.86

ofthe period

(1) Withdrawal 151,345.20 1,814,432.66 1,965,777.86

3.Decreased

amount of the period

124

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(1)Disposal

4.Closing balance 1,072,028.50 6,072,452.79 7,144,481.29

III.Impairment

provision

1.Opening balance

2.Increased amount

ofthe period

(1) Withdrawal

3.Decreased amount

of the period

(1)Disposal

4.Closing balance

IV. Book value

1.Closing book value 239,629.50 3,859,981.98 4,099,611.48

2.Opening book

390,974.70 4,660,074.64 5,051,049.34

value

The intangible assets by the end of the formation of the company's internal R & D accounted for 0.00% of the

proportion of the balance of intangible assets

14. Long-term amortize expenses

In RMB

Amortized expenses

Balance in Increase in this

Items year-begin period Other loss Balance in year-end

Renovation fee 4,955,719.12 7,088.22 1,701,251.66 3,261,555.68

Property Insurance 50,435.62 333,968.22 68,989.41 315,414.43

Total 5,006,154.74 341,056.44 1,770,241.07 3,576,970.11

Other explanation:

15. Deferred income tax assets/deferred income tax liabilities

(1) Deferred income tax assets had not been off-set

In RMB

125

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Balance in year-end Balance in year-begin

Items Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference assets difference assets

Deductible loss 35,476,938.38 8,869,234.60

Timing difference

between accumulated 417,147.47 104,286.87

depreciation

Total 417,147.47 104,286.87 35,476,938.38 8,869,234.60

(2) Deferred income tax liabilities had not been off-set

In RMB

Balance in year-end Balance in year-begin

Items Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference liabilities difference liabilities

Timing difference

between accumulated 466,107,067.16 116,526,766.79 496,600,258.67 124,150,064.67

depreciation

Total 466,107,067.16 116,526,766.79 496,600,258.67 124,150,064.67

(3)Deferred income tax assets and liabilities are presented as net amount after neutralization

In RMB

Deferred Income Tax Temporarily Deductable

Deferred Income Tax Temporarily Deductable

Assets or Liabilities at or Taxable Difference at

Items Assets or Liabilities at or Taxable Difference at

the Beginning of Report the Beginning of Report

the End of Report Period the End of Report Period

Period Period

Deferred income tax

104,286.87 8,869,234.60

assets

Deferred income tax

116,526,766.79 124,150,064.67

Liabilities

(4)Details of the un-recognized deferred income tax assets

In RMB

Items Balance in year-end Balance in year-begin

Deductible temporary difference 92,063,913.42 91,905,788.48

Deductible loss 946,097,353.21 835,614,811.02

Total 1,038,161,266.63 927,520,599.50

126

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(5)Deductible losses of the un-recognized deferred income tax asset will expire in the following years

In RMB

Year Balance in year-end Balance in year-begin Remark

2015 87,468,340.85

2016 139,203,475.18 141,073,439.77

2017 218,742,081.93 222,416,075.93

2018 159,669,821.53 160,626,365.98

2019 227,905,241.66 224,030,588.49

2020 200,576,732.91

Total 946,097,353.21 835,614,811.02 --

Other explanation :

16. Other Non-current assets

In RMB

Items Balance in year-end Balance in year-begin

Prepaid land occupation tax 1,176,432.55 1,176,432.55

Total 1,176,432.55 1,176,432.55

Other explanation :

17.Short-term loans

(1)Category of shart-term loans

Items Balance in year-end Balance in year-begin

Short-term loans 150,000,000.00

Total 150,000,000.00

Notes of short-term loans category:

18. Account payable

(1)List of Account payable

In RMB

Items Balance in year-end Balance in year-begin

Within 1 year(Including 1 year) 112,890,428.41 122,813,113.61

1-2 year (Including 2 years) 27,317,832.40 4,519,689.44

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

2-3 year(Including 3 years) 581,687.85 6,786,964.00

Over 3 years 13,427,072.48 16,679,441.55

Total 154,217,021.14 150,799,208.60

(2) Notes of the accounts payable aging over one year

In RMB

Items Balance in year-end Unpaid reason

Guangdong Changda Highway

8,993,525.00 Unsettled

Engineering Co., Ltd.

Guangdong Expressway Co., Ltd. 8,746,491.18 Unsettled

Dongguan Leyu Optoelectronic

3,340,240.00 Unsettled

Technology Co., Ltd.

Guangdong Guanghui Expressway Co.,

3,091,798.85 Unsettled

Ltd.

Guangdong Jingtong Highway

2,149,189.00 Unsettled

Engineering Construction Co., Ltd.

Guangdong Guanyue Luqiao Co., Ltd. 2,050,148.00 Unsettled

Total 28,371,392.03 --

Other explanation :

19. Advance from customers

(1) List of advance from customers

In RMB

Items Balance in year-end Balance in year-begin

Within 1 year(Including 1 year) 1,042,644.04 868,021.39

1-2 years(Including 2 years)

2-3 years(Including 3 years)

Over 3 years 3,666,668.16 4,000,001.40

Total 4,709,312.20 4,868,022.79

(2) Significant advance from customers aging over one year

In RMB

Items Closing balance Unpaid/Uncarry over reason

Guangdong Province Telecomunications 3,666,668.16 Communication channels rent

128

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Engineering Management Center

Total 3,666,668.16 --

20. Payable Employee wage

(1)Payable Employee wage

In RMB

Items Year-beginning balance Increase in the current Decrease in the current

Year-end balance

period period

I. Short-term

2,807,989.72 200,057,486.21 199,759,671.56 3,105,804.37

compensation

II.Post-employment bene

fits - defined contribution 286.00 19,307,440.91 19,307,726.91

plans

III. Dismiss welfare 109,982.48 109,982.48

Total 2,808,275.72 219,474,909.60 219,177,380.95 3,105,804.37

(2)Short-term compensation

In RMB

Items Year-beginning balance Increase in the current Decrease in the current

Year-end balance

period period

1.Wages, bonuses,

465,063.49 131,031,896.88 131,031,896.88 465,063.49

allowances and subsidies

2.Employee welfare 299,000.00 21,676,775.93 21,975,775.93

3. Social insurance

27,118.50 10,014,409.64 10,041,528.14

premiums

Inlduding :Medical

6,797,508.13 6,797,508.13

insurance

Work injury insurance 353,824.93 353,824.93

Maternity insurance 27,118.50 794,390.37 821,508.87

Supplementary

2,068,686.21 2,068,686.21

medicalinsurance

4.Public reserves for

39.74 24,726,394.26 24,726,434.00

housing

5.Union funds and staff

2,016,767.99 5,534,196.76 4,910,223.87 2,640,740.88

education fee

Other 7,073,812.74 7,073,812.74

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Total 2,807,989.72 200,057,486.21 199,759,671.56 3,105,804.37

(3)List of drawing scheme

In RMB

Items Balance in year-begin Increase in this period Payable in this period Balance in year-end

1. Basic old-age

12,281,353.01 12,281,353.01

insurance premiums

2.Unemployment

286.00 708,288.73 708,574.73

insurance

3.Enterprise annuity

6,317,799.17 6,317,799.17

payment

Total 286.00 19,307,440.91 19,307,726.91

Other explanation :

21. Tax Payable

In RMB

Items Balance in year-end Balance in year-begin

VAT 227,418.75 3,353.32

Business Tax 5,710,517.59 5,923,003.03

22,619,349.24 1,955,971.88

Enterprise Income tax

Individual Income tax 3,553,367.89 2,630,647.57

City Construction tax 347,361.67 358,216.82

Land use tax 461,277.88 57,923.88

Property tax 463,202.08 248,088.61

Education subjoin 159,211.64 164,600.65

Locality Education subjoin 96,105.49 98,472.27

Stamp tax 3,698,872.87 5,582.71

Defend expense 71,555.15 130,711.35

Cultural construction costs 3,864.00 -1,478.35

Total 37,412,104.25 11,575,093.74

Other explanation :

22..Interest payable

In RMB

Items Balance in year-end Balance in year-begin

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Pay the interest for long-term loans by

7,179,067.36 9,298,064.66

installments.

Interest of company bonds 14,900,277.61 14,900,277.65

Payable interest for short-term borrowings 275,000.00

Total 22,079,344.97 24,473,342.31

Particulars of significant overdue unpaid interest:

In RMB

Unit Overdue amoount Overdue reason

Other explanation :

N/A

23. Dividends payable

In RMB

Items Year-end balance Year-Beginning balance

Common stock dividends 11,681,423.74 11,148,088.30

Total 11,681,423.74 11,148,088.30

Note: Including significant unpaid dividends payable over one year, the unpaid reason shall be disclosed:

Final dividend payable RMB11,123,522.34 for more than a year in unpaid dividends to shareholders over the yea

r was mainly due to non-payment of shareholder dividends did not provide information on interest-bearing bank, d

id not share reform of shareholders to receive dividends or provide application to receive dividends the bank infor

mation is incorrect, resulting in failure to pay a dividend or refund.

24.Other accounts payable

(1) Other accounts payable listed by nature of the account

In RMB

Items Year-end balance Year-Beginning balance

Project fund/Quality guarantee fund 125,662,120.62 207,939,390.58

Shareholder loans 125,000,000.00

Deposit 1,925,464.15 1,887,499.15

Other 59,179,269.73 34,498,208.26

Total 186,766,854.50 369,325,097.99

(2) Other significant accounts payable with aging over one year

In RMB

131

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Items Closing balance Unpaid/un-carry over reason

Project Quality guarantees/ Bid

Guangdong Changda Engineering Co., Ltd 47,033,633.90

Gruarantees/Deposit

Project Quality guarantees/ Bid

Guangdong Guanyue luqiao Co., Ltd. 18,166,724.29

Gruarantees/ Performance Gruarantee

China Railway 12 Bureau Group Co., ltd. 11,969,868.00 Project Quality guarantees

Guangdong Jingtong Highway

5,354,399.26 Project Quality guarantees

Engineering Construction Group Co., ltd.

Jilin Great wall Highway Bridge

5,145,377.50 Project Quality guarantees

Construction Co., Ltd.

China Railway 23 Bureau Group Co., ltd. 3,874,450.00 Project Quality guarantees

Project Quality guarantees/ Drawing

Ziguang Jietong Technology Co., Ltd. 2,919,474.50

deposit

Guangdong Nengda Grade Highway Project Quality guarantees/ Bid

2,562,481.16

Maintenance Co., Ltd. Gruarantees/ Performance Gruarantee

Total 97,026,408.61 --

Other explanation

25. Non-current liabilities due within 1 year

In RMB

Items Balance year-end Year-beginning balance

Long-term loans due within 1 year 312,080,000.00 400,480,000.00

Bonds payable due within 1 year 997,000,000.00

Total 1,309,080,000.00 400,480,000.00

Other explanation :

Long-term borrowing rate is due within one year benchmark lending rate over the same period or the same

period the benchmark lending rate to fall 10%, the real interest rate bonds payable due within one year was 6.79%.

26. Long-term loan

(1) Category of long-term loan

In RMB

Items Balance year-end Year-beginning balance

Guaranteed loans 1,500,000,000.00 1,500,000,000.00

Credit loans 2,581,760,000.00 2,893,840,000.00

Total 4,081,760,000.00 4,393,840,000.00

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Notes:

Other notes including interest rate range:

Borrowing rate for the same period in the benchmark lending rate or benchmark lending rate over the same period

fall 10%.

27. Bonds payable

(1)Bonds payable

In RMB

Items Balance year-end Year-beginning balance

11 Guangdong Expressway MINI 997,000,000.00

Total 997,000,000.00

(2) Changes on bonds payable (not including other financial instrument classified as preferred stock and

perpetual capital securities of financial liabilities)

In RMB

11

Guangdo

2011-10- 1,000,000 997,000,0 67,899,99 997,000,0

ng 100.00 5 years

13 ,000.00 00.00 9.96 00.00

Expressw

ay MINI

1,000,000 997,000,0 67,899,99 997,000,0

Total -- -- --

,000.00 00.00 9.96 00.00

28.Long term payroll payable

(1)List of long term payroll payable

In RMB

Items Balance in year-end Balance in year-begin

Non-operating asset payable 2,022,210.11 2,022,210.11

Ganzhou Gankang Expressway Co., Ltd. 50,000,000.00

Other explanation :

29. Stock capital

In RMB

Balance Increase/decrease this time (+ , - ) Balance

133

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Year-beginning Issuing of new Transferred year-end

Bonus shares Other 小计

share from reserves

Total of capital 1,257,117,748. 1,257,117,748.

shares 00 00

Other explanation :

30. Capital reserves

In RMB

Items Year-beginning balance Increase in the current Decrease in the current Year-end balance

period period

Share premium 1,534,771,223.07 1,534,771,223.07

Other capital reserves 1,378.67 1,378.67

Total 1,534,771,223.07 1,378.67 1,534,772,601.74

Other notes, including changes and reason of change::

32. Other comprehensive income

In RMB

Amount of current period

Less : After -

Previously rec tax at

Amount for After - tax a

Year-beginni tributabl Year-end

Items ognized in pro

the period Less: ttributable t

ng balance e to mi balance

fit or loss in ot

before inco Income tax o the parent

her comprehen nority s

me tax company

sive income hareholde

rs

II.

630,483,249. -150,563,16 -150,563,16 479,920,0

Later reclassified into profit and loss

92 4.16 4.16 85.76

of other comprehensive income

Gains and losses from changes in fair

630,483,249. -150,563,16 -150,563,16 479,920,0

value of available for sale financial as

92 4.16 4.16 85.76

sets

630,483,249. -150,563,16 -150,563,16 479,920,0

Total of other comprehensive income

92 4.16 4.16 85.76

Notes:

1. The initial balance and the ending balance refer to other comprehensive incomes in the balance sheet. The

initial balance + other comprehensive incomes belong to the parent company after taxes = the ending balance. The

occurrence amount in the period refers to other comprehensive incomes in the profit statement, and the occurrence

amount before income tax in the period – Other comprehensive income recorded in the earlier stage and

134

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

transferred into the profits and losses in the current period – income taxes = other comprehensive incomes belong

to the parent company after taxes + other comprehensive incomes belong to the minority shareholders after taxes.

2. The company’s headquarters is the investment enterprise, the investment income after the non-taxable

investment deducted can generate the tax losses and left to make up for the future years. Based on the prudence

concept, the company will not recognize the deferred income tax assets relevant to the undistributed deficit. For

the profits and losses gained from the disposal of the sellable financial assets in the future are estimated that can’t

offset the losses in the taxes, the company shall not pay the income taxes and considerate the influence on the

income taxes caused by the sellable financial assets.

32. Surplus reserve

In RMB

Items Year-beginning balance Increase in the current Decrease in the current Year-end balance

period period

Statutory surplus

253,056,237.77 26,741,749.54 279,797,987.31

reserve

Total 253,056,237.77 26,741,749.54 279,797,987.31

Statement on surplus reserves. Please state the related resolutions of the Board on capitalizing of reserves, making

up losses, and dividends:

The increase in the surplus reserves for the current period is caused by the legal surplus reserves withdrawn as

per 10% of the net profits of the parent company in 2015.

33. Retained profits

In RMB

Items Amount of this period Amount of last period

Retained profit at the beginning of current year 1,340,748,017.33 1,104,154,555.90

Add:Net profit attributable to the owners of

1,340,748,017.33 1,104,154,555.90

parent company

Add :Net profit attributable to owners of the

469,386,906.79 318,754,807.85

Company

Less:Withdrawing statutory surplus public reserve 26,741,749.54 19,305,459.02

Common stock dividend payable 125,711,774.80 62,855,887.40

Retained profit at the end of this term 1,657,681,399.78 1,340,748,017.33

As regards the details of adjusted the beginning undistributed profits

(1)As the retroactive adjustment on Enterprise Accounting Standards and its related new regulations, the affected

beginning undistributed profits are RMB 0.00.

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(2) As the change of the accounting policy, the affected beginning undistributed profits are RMB 0.00.

(3) As the correction of significant accounting error, the affected beginning undistributed profits are RMB 0.00 .

(4) As the change of consolidation scope caused by the same control, the affected beginning undistributed profits

are RMB 0.00.

(5) Other adjustment of the total affected beginning undistributed profits are RMB 0.00 .

34.Operation income and operation cost

In RMB

Amount of this period Amount of last period

Items

Income Cost Income Cost

Main operation 1,523,429,005.05 860,031,772.83 1,431,382,351.15 833,875,192.85

Other operation 22,069,584.06 7,954,254.72 23,672,632.55 14,672,051.62

Total 1,545,498,589.11 867,986,027.55 1,455,054,983.70 848,547,244.47

35. Business tax and subjoin

In RMB

Items Amount of this period Amount of last period

Business tax 47,610,094.15 46,072,165.54

Urban construction tax 3,343,021.43 3,232,363.38

Education surcharge 1,433,545.84 1,385,473.22

Defend expense 954,630.63 1,179,363.93

Locality Education surcharge 955,695.13 923,745.05

Culture Construction fee 111,309.82 74,612.85

Other 30,116.95 17,050.52

Total 54,438,413.95 52,884,774.49

Other explanation :

36. Management expenses

In RMB

Items Amount of this period Amount of last period

Wage 112,972,595.21 119,443,781.17

Depreciation and Amortization 6,267,132.58 9,367,802.28

136

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Low consumables amortization 280,356.30 843,440.16

Travel expenses 951,122.66 1,246,429.61

Office expenses 3,410,338.00 3,200,706.28

Leased experses 11,348,721.14 11,738,845.17

The fee for hiring agenc 1,796,762.74 2,263,287.23

Consultation expenses 479,000.00 537,926.00

Directorate expenses 37,603.00 435,972.00

Expenses of taxation 7,458,440.48 3,304,239.83

Listing fee 1,925,892.80 450,740.00

Project expenses 7,463,400.00 1,515,266.10

Information cost and maintenance fee 1,178,924.80 1,468,521.94

Total 10,639,157.25 11,988,351.69

Total 166,209,446.96 167,805,309.46

Other explanation :

37.Financial expenses

In RMB

Items Amount of this period Amount of last period

Interest expenses 349,262,119.07 421,507,687.69

Deposit interest income(-) -8,118,036.09 -20,092,868.28

Exchange Income and loss(Gain-) 499,486.96 277,886.92

Bank commission charge 360,486.43 280,046.54

Total 342,004,056.37 401,972,752.87

Other explanation :

38. Asset impairment loss

In RMB

Items Amount of this period Amount of last period

I. Bad debt loss 158,124.94 -8,720,894.01

Total 158,124.94 -8,720,894.01

Other explanation :

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

39. Investment income

In RMB

Items Amount of this period Amount of last period

Long-term equity investment income by equity

435,543,369.59 374,852,598.76

method

Investment income from the disposal of

24,226,238.09

long-term equity investment

Hold the investment income during from

44,768,257.53 42,119,862.10

available-for-sale financial assets

Reverse repurchase treasury investment incom

854,210.29 2,991,262.39

e

Total 505,392,075.50 419,963,723.25

Other explanation :

40. Non-Operation income

In RMB

Recorded in the amount of the

Items Amount of this period Amount of last period

non-recurring gains and losses

Total gains from disposal of

3,578.00 3,751,673.75 3,578.00

non-current assets

Including:Gains from disposal

3,578.00 3,751,673.75 3,578.00

of fixed assets

Government Subsidy 480,000.00 150,000.00 480,000.00

Surplus profit

Road property claim income 7,323,216.84 5,802,152.79 7,323,216.84

Other income 20,641,367.19 992,548.21 20,641,367.19

Total 28,448,162.03 10,696,374.75 28,448,162.03

- Government subsidy reckoned into current gains/losses

In RMB

Whether the

impact of Whhether Amount of Amount of Assets-relate

Issuing Issuing

Subsidy items Nature subsidies on special current previous d/income

body reason

the current subsidies period period –related

profit and

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

loss

Energy conservation and

Related to

emission reduction 130,000.00 150,000.00

income

demonstration project

Special funds for energy

Related to

saving and consumption 230,000.00

income

reduction

Guide for space safety

Related to

management and application 120,000.00

income

of Expressway Bridge

Total -- -- -- -- -- 480,000.00 150,000.00 --

Other explanation :

41. Non-Operation expense

In RMB

The amount of non-operating

Items

Amount of current period Amount of previous period gains & lossed

Total of non-current asset

3,041,722.04 3,602,575.90 3,041,722.04

Disposition loss

Incl: loss of fixed assets

3,041,722.04 3,602,575.90 3,041,722.04

disposition

Exprese of fine 47,525.84 23,444.82 47,525.84

Other 3,037,576.46 7,610,058.24 3,037,576.46

Total 6,126,824.34 11,236,078.96 6,126,824.34

Other explanation :

42. Income tax expense

(1) Lists of income tax expense

In RMB

Items Amount of current period Amount of previous period

Current income tax expense 101,844,247.69 16,814,227.35

Deferred income tax expense 1,141,649.85 36,326,077.53

Total 102,985,897.54 53,140,304.88

(2) Adjustment process of accounting profit and income tax expense

In RMB

Items Amount of current period

139

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Total profits 642,415,932.53

Current income tax expense accounted by tax and relevant

160,603,983.13

regulations

Influence of income tax before adjustment 4,454,839.42

Influence of non taxable income -120,992,603.73

Impact of non-deductible costs, expenses and losses 11,241,307.98

Affect the use of deferred tax assets early unconfirmed

-2,465,812.49

deductible losses

The current period does not affect the deferred tax assets

50,144,183.23

recognized deductible temporary differences or deductible loss

Income tax expense 102,985,897.54

Other explanation :

43. Items of Cash flow statement

(1) Other cash received from business operation

In RMB

Items Amount of current period Amount of previous period

Newwork received toll income 15,799,675.00 569,364.37

Interest income 8,118,036.09 20,092,868.28

Unit current account 42,963,503.22 36,541,289.13

Total 66,881,214.31 57,203,521.78

Notes :

(2)Other cash paid related to oprating activities

In RMB

Items Amount of current period Amount of previous period

Newwork received toll income 3,971,306.90

Management expense 32,494,578.69 35,748,636.18

Unit current account 15,729,815.81 25,170,664.85

Total 48,224,394.50 64,890,607.93

Notes :

(3)Other Cash received related to investment activities

In RMB

Items Amount of current period Amount of previous period

140

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Jiujiang bridge to receive compensation 20,000,000.00

Entrusted Loan recovered 8,000,000.00

Kunlun Securities Co., Ltd. liquidation allo

652,012.00

tments

Total 20,000,000.00 8,652,012.00

Notes :

(4)Other Cash payable related to investment activities

In RMB

Items Amount of current period Amount of previous period

Piecemeal dividend 1,378.67

Net income of piecemeal sale of shares 12,507.50

Total 1,378.67 12,507.50

Notes:

(5)Other Cash received related to Financing activities

In RMB

Items Amount of current period Amount of previous period

The medirm –term notes underwriting fee 3,000,000.00 3,000,000.00

Recombination fee 3,171,000.00

Total 6,171,000.00 3,000,000.00

Notes :

44. Supplement Information for cash flow statement

(1)Supplement Information for cash flow statement

In RMB

Supplement Information Amount of current period Amount of previous period

I. Adjusting net profit to cash flow from

-- --

operating activities

Net profit 539,430,034.99 358,849,510.58

Add: Impairment loss provision of assets 158,124.94 -8,720,894.01

Depreciation of fixed assets, oil and gas

606,630,043.61 575,056,443.96

assets and consumable biological assets

Amortization of intangible assets 1,965,777.86 1,652,237.13

141

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Amortization of Long-term deferred

1,770,241.07 4,272,764.06

expenses

Loss on disposal of fixed assets, intangible

3,038,144.04 -149,097.85

assets and other long-term deferred assets

Financial cost 349,761,606.03 421,785,574.61

Loss on investment -505,392,075.50 -419,963,723.25

Decrease of deferred income tax assets 8,764,947.73 37,603,500.50

Increased of deferred income tax liabilities -7,623,297.88 -1,277,422.97

Decrease of inventories -800,998.80

Decease of operating receivables -22,234,654.77 21,906,313.71

Increased of operating Payable 21,525,397.87 -23,773,459.68

Net cash flows arising from operating

996,993,291.19 967,241,746.79

activities

II. Significant investment and financing

-- --

activities that without cash flows:

3.Movement of cash and cash equivalents: -- --

Ending balance of cash 986,737,635.38 561,800,403.72

Less: Beginning balance of cash equivalents 561,800,403.72 976,468,685.82

Net increase of cash and cash equivalents 424,937,231.66 -414,668,282.10

(2)Composition of cash and cash equivalents

In RMB

Items Amount of current period Amount of previous period

986,737,635.38 561,800,403.72

I. Cash

137,771.71 77,312.85

Of which: Cash in stock

Bank savings could be used at any time 985,861,577.06 561,106,598.75

Other monetary capital could be used at any

738,286.61 616,492.12

time

III. Balance of cash and cash equivalents at

986,737,635.38 561,800,403.72

the period end

Other explanation :

142

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

VIII. Equity in other entities

1. Equity in subsidiary

(1) The structure of the enterprise group

Main Proportion of

Registration Nature of

Name of the subsidiary operating shareholding Way of gaining

place business

place Directly Indirectly

Guangdong Fokai Expressway Expressway Under the same control

Foshan Guangzhou 75.00%

Co., Ltd. Management business combination

Expressway Under the same control

Guangfo Expressway Co., Ltd. Guangzhou Guangzhou 75.00%

Management business combination

Investment in

technical

Guangdong Expressway

Guangzhou Guangzhou industries and 100.00% Investment

Technology Investment Co., Ltd.

provision of

relevant

Notes: holding proportion in subsidiary different from voting proportion:

N/A

Basis of holding half or less voting rights but still been controlled investee and holding more than half of the

voting rights not been controlled investee:

N/A

Significant structure entities and controlling basis in the scope of combination:

N/A

Basis of determine whether the Company is the agent or the principal:

Other explanation:

(2) Important Non-wholly-owned Subsidiary

In RMB

Profit or Loss Owned by Dividends Distributed to

Shareholding Ratio Equity Balance of the

the Minority the Minority

Name of Subsidiary of Minority Minority Shareholders in

Shareholders in the Shareholders in the

Shareholders (%) the End of the Period

Current Period Current Period

Fokai Expressway Co., Ltd. 25.00% 59,567,381.58 836,507,155.33

Guangfo Expressway Co., Ltd. 25.00% 10,475,746.62 5,765,891.10 82,610,147.87

Holding proportion of minority shareholder in subsidiary different from voting proportion:

N/A

Other explanation:

(3) The main financial information of significant not wholly owned subsidiary

In RMB

143

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Year-end balance Year-beginning balance

Non Current Non Non Current Non

Name Current Total Total Current Total Total

current Liabilitie current current Liabilitie current

assets assets liabilities assets assets liabilities

assets s liabilities assets s liabilities

Fokai

Express 367,381, 6,359,79 6,727,17 682,859, 2,698,28 3,381,14 388,547, 6,793,86 7,182,41 1,063,02 3,011,63 4,074,65

way Co., 886.55 2,734.04 4,620.59 232.49 6,766.79 5,999.28 874.68 6,995.82 4,870.50 1,312.75 4,462.76 5,775.51

Ltd.

Guangfo

Express 139,614, 229,152, 368,766, 38,326,3 38,326,3 113,551, 386,094, 499,645, 181,688, 6,355,60 188,044,

way Co., 700.50 252.38 952.88 61.41 61.41 239.59 164.72 404.31 632.98 1.91 234.89

Ltd.

In RMB

Amount of current period Amount of previous period

Cash flows Cash flows

Total Total

Name Business from Business from

Net profit Comprehensi Net profit Comprehensi

income operating income operating

ve income ve income

activities activities

Fokai

1,149,868,14 238,269,526. 238,269,526. 866,519,898. 1,083,503,23 131,229,548. 131,229,548. 823,149,962.

Expressway

7.35 32 32 31 7.16 71 71 61

Co., Ltd.

Guangfo

361,707,563. 41,902,986.4 41,902,986.4 192,385,810. 341,832,249. 29,149,262.2 29,149,262.2 185,857,891.

Expressway

06 4 4 39 23 1 1 72

Co., Ltd.

Other explanation:

2. Equity in joint venture arrangement or associated enterprise

(1) Significant joint venture arrangement or associated enterprise

Proportion Accounting

treatment of the

Main operating investment of

Name Registration place Business nature

place Directly Indirectly joint venture or

associated

enterprise

Guangdong

Guanghui Guangzhou, Guangzhou, Expressway

30.00% Equity method

Expressway Co., Guangdong Guangdong Management

Ltd.

Zhaoqing Expressway 25.00% Equity method

Zhaoqing, Zhaoqing,

144

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Yuezhao Management

Guangdong Guangdong

Highway Co.,

Ltd.

Shenzhen Huiyan

Shenzhen Shenzhen Expressway

Expressway Co., 33.33% Equity method

Guangdong Guangdong Management

Ltd.

Jingzhu

Guangdong Guangzhou Expressway

Expressway 20.00% Equity method

Zhongshan Guangdong Management

Guanzhu

Guangdong

Jiangzhong Guangdong Guangzhou Expressway

15.00% Equity method

Expressway Co., Zhongshan Guangdong Management

Ltd.

Ganzhou kangda

Guangdong Guangzhou Expressway

Expressway Co., 30.00% Equity method

Zhongshan Guangdong Management

Ltd.

Ganzhou

Gankang Guangdong Guangzhou Expressway

30.00% Equity method

Expressway Co., Zhongshan Guangdong Management

Ltd.

Guangdong

Yueke Guangzhou, Guangzhou, Hande all kinds

20.00% Equity method

Technology Petty Guangdong Guangdong of small loans

Loan Co., Ltd.

Notes to holding proportion of joint venture or associated enterprise different from voting proportion:

N/A

Basis of holding less than 20% of the voting rights but has a significant impact or holding 20% or more voting rights but does not

have a significant impact:

Guangdong, Jiangzhong Expressway Co., Ltd and Asian Kitchen & Bath City Co.,

Ltd.. holds 20% of the voting rights, but has the power to participate in making decisions on their financial and operating decisions, a

nd therefore deemed to be able to exert significant influence over the investee.

(2) Main financial information of significant joint venture

In RMB

Year-end balance/ Amount of current period Year-beginning balance/ Amount of previous period

Guangdong Guanghui Zhaoqing Yuezhao Guangdong Guanghui Zhaoqing Yuezhao

Expressway Co., Ltd. Highway Co., Ltd. Expressway Co., Ltd. Highway Co., Ltd.

Current assets 766,450,792.34 198,764,861.77 853,819,598.11 161,028,516.96

Including:Cash and cash 480,536,440.78 176,442,107.38 560,176,135.18 143,525,298.03

145

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

equivalent

Non-current assets 4,560,378,796.63 1,899,012,860.07 4,818,629,336.12 1,972,706,369.16

Total assets 5,326,829,588.97 2,097,777,721.84 5,672,448,934.23 2,133,734,886.12

Current liabilities 817,431,700.70 304,439,107.94 883,377,158.97 259,091,187.54

Non-current liabilities 943,014,653.64 696,229,626.27 811,831,311.63 782,030,314.97

Total liabilities 1,760,446,354.34 1,000,668,734.21 1,695,208,470.60 1,041,121,502.51

Attributable to

shareholders of the 3,566,383,234.63 1,097,108,987.63 3,977,240,463.63 1,092,613,383.61

parent company

Share of net assets

1,069,914,970.39 274,277,246.91 1,193,172,139.09 273,153,345.90

calculated by stake

Book value of equity

investment in joint 1,069,914,970.39 274,277,246.91 1,193,172,139.09 273,153,345.90

ventures

Operating income 1,724,652,359.29 533,009,051.43 1,531,074,957.59 505,549,471.91

Financial expenses 61,776,338.94 46,967,353.71 88,210,913.86 59,320,062.60

Income tax expenses 262,961,558.97 51,559,142.39 233,477,471.57 52,529,265.75

Net profit 787,421,508.59 156,687,764.02 697,346,058.54 157,718,418.13

Total comprehensive

787,421,508.59 156,687,764.02 697,346,058.54 157,718,418.13

income

Dividends received

fromjoint ventures this 359,483,621.28 38,048,040.00

year

Other explanation :

146

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(3) Main financial information of significant associated enterprise

In RMB

Year-end balance/ Amount of current period Year-beginning balance/ Amount of previous period

Guangdon

Guangdong Guangdong

Shenzhen g Ganzhou Shenzhen Guangdong Ganzhou

Jingzhu Ganzhou Yueke Jingzhu Ganzhou Yueke

Huiyan Jiangzhon Gankang Huiyan Jiangzhong Gankang

Expressway Kangda Technology Expressway Kangda Technology

Expressway g Expressway Expresswa Expressway Expressway

Guanzhu Expressway Petty Loan Guanzhu Expressway Petty Loan

Co., Ltd. Expresswa Co., Ltd. y Co., Ltd. Co., Ltd. Co., Ltd.

Co., Ltd. Co., Ltd.

y Co., Ltd.

252,775,866. 246,179,175 86,007,404 22,962,621. 316,962,67 1,291,749,9 250,781,00 198,920,064 110,167,303. 19,407,920. 306,852,845 932,110,436

Current assets

87 .63 .53 27 9.74 15.06 0.18 .37 95 01 .90 .51

184,281,067. 3,709,072,8 2,121,939, 1,593,039,0 1,537,143,8 40,623,208. 229,468,52 3,367,963,8 2,261,632,50 1,510,947,1 1,616,491,8 95,637,640.

Non-current assets

28 40.05 802.89 71.93 06.20 62 7.79 18.61 7.08 26.50 79.42 96

437,056,934. 3,955,252,0 2,207,947, 1,616,001,6 1,854,106,4 1,332,373,1 509,749,36 4,162,929,6 2,371,799,81 1,663,436,2 1,923,344,7 1,027,748,0

Total assets

15 15.68 207.42 93.20 85.94 23.68 8.90 51.88 1.03 64.78 25.32 77.47

37,679,784.9 112,647,420 330,000,75 67,580,844. 128,345,73 14,955,461. 26,677,726. 179,662,563 294,335,939. 31,252,072. 192,345,332 7,415,605.6

Current liabilities

3 .15 3.38 11 5.31 26 27 .77 80 00 .26 2

1,917,917,6 708,500,00 922,475,884 1,043,207,6 2,418,741,8 920,250,000. 1,083,542,5 1,038,910,7

Non-current Liabilities 196,840.04 407,467.63

36.40 0.00 .05 86.35 84.16 00 15.93 99.87

37,876,624.9 2,030,565,0 1,038,500, 990,056,728 1,171,553,4 14,955,461. 27,085,193. 2,598,404,4 1,214,585,93 1,114,794,5 1,231,256,1 7,415,605.6

Total liabilities

7 56.55 753.38 .16 21.66 26 90 47.93 9.80 87.93 32.13 2

Shareholders’ equity 399,180,309. 1,924,686,9 1,169,446, 625,944,965 682,553,06 1,025,479,4 482,664,17 1,564,525,2 1,157,213,87 548,641,67 692,088,593 1,020,332,4

attributable to shareholders of 18 59.13 454.04 .04 4.28 03.13 5.00 03.95 1.23 6.85 .19 71.85

147

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

the parent company

Pro rata share of the net assets c 133,060,103. 384,937,391 175,416,96 187,783,489 204,765,91 205,095,880 160,888,05 312,905,040 173,582,080. 164,592,50 207,626,577 204,066,494

alculated 06 .83 8.11 .51 9.28 .63 8.33 .79 68 3.05 .95 .37

-- Goodwill 241,995.07

The book value of equity invest 133,060,103. 384,937,391 175,416,96 187,783,489 204,765,91 205,095,880 160,888,05 312,905,040 173,582,080. 164,592,50 207,626,577 204,066,494

ments in joint ventures 06 .83 8.11 .51 9.28 .63 8.33 .79 68 3.05 .95 .37

202,939,671. 1,114,341,5 419,977,30 237,892,210 170,331,76 76,859,729. 238,515,79 1,054,806,8 399,433,738. 243,112,69 176,267,051 34,452,555.

Buinsess incme

65 43.59 1.24 .00 5.33 88 0.71 71.72 18 5.00 .33 22

146,186,134. 360,161,755 54,032,582 77,303,288. 20,464,471. 22,995,264. 78,757,273. 310,421,378 37,885,132.2 76,284,607. 23,207,077. 20,332,471.

Net profit

18 .18 .81 20 09 28 53 .12 7 00 03 85

146,186,134. 360,161,755 54,032,582 77,303,288. 20,464,471. 22,995,264. 78,757,273. 310,421,378 37,885,132.2 76,284,607. 23,207,077. 20,332,471.

Total comprehensive income

18 .18 .81 20 09 28 53 .12 7 00 03 85

Dividends received from associ 76,556,700.0 6,270,000. 9,000,000.0 2,000,000.0 60,000,000. 68,290,318. 3,000,000.0

750,000.00

ates during the year 0 00 0 0 00 11 0

Other explanation :

Long-term equity investment company in Asian Kitchen & Bath City Co., Ltd.

has been disposed in the current period.

148

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(4) Summary financial information of insignificant joint venture or associated enterprise

In RMB

Year-end balance/ Amount of current Year-beginning balance/ Amount of

period previous period

Joint venture -- --

The total of following items according to the

-- --

shareholding proportions

Associated enterprise -- --

The total of following items according to the

-- --

shareholding proportions

Other explanation :

Beijing Genlin Enze Organic Fertilizer Co.,Led. investment cost was RMB 6,614,483.90, for the 35% stake.

long-term equity investment. has been disposed for the current period

(5) Note to the significant restrictions of the ability of joint venture or associated enterprise transfer funds

to the Company

N/A

(6)The excess loss of joint venture or associated enterprise

In RMB

The derecognized losses or the The noncumulative

The cumulative recognied

Name share of net profit in reporting unrecognized losses in reporting

losses in previous

period period

Other explanation :

Beijing Genlin Enze Organic Fertilizer Co.,Led. investment cost was RMB 6,614,483.90, for the 35% stake. long-

term equity investment. has been disposed for the current period

(7) The unrecognized commitment related to joint venture investment

N/A

149

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(8) Contingent liabilities related to joint venture or associated enterprise investment

N/A

IX. Risks Related to Financial Instruments

The major financial instruments of the company include monetary capital, accounts receivable and accounts

payable. These financial instruments are primarily related to operating and financing. For the details of the

financial instruments, please refer to the related projects in Notes 5. The risk relevant to these financial

instruments and the risk management policy adopted by the company for reducing these risks are described as

below:

1. Credit Risk

The credit risk means that the party of the financial instrument fails to perform the obligations, and the risk of the

financial loss is caused for the other party. The company is mainly facing the customer credit risk due to the credit

sale. In order to reduce the credit risk, the company only makes transactions with the recognized and reputable

customers, and carries out the continuous monitoring of accounts receivable through monitoring the credit of the

existing customers and the aging analysis, in order to ensure the company not facing the risk of bad debts and

control the overall credit risk within the controllable range.

2. Interest Rate Risk

The interest rate risk refers to the fluctuation risk appearing for the fair value of financial instruments or future

cash flows due to the changes in market interest rate. The interest rate risk faced by the company is mainly from

the bank borrowings. Through the establishment of good relations between banks and enterprises, the company

makes the reasonable design of credit range, credit variety and credit limit to guarantee the sufficient credit range

of the banks and meet the financing demands. Shortening the duration of single borrowings and especially stating

the prepayment terms is to reasonably reduce the risk of the interest rate fluctuations.

3. Foreign Exchange Risk

The foreign exchange risk refers to the fluctuation risk appearing for the fair value of financial instruments or

future cash flows due to the changes in foreign exchange rate. The company matches the income and expenditure

of foreign currency as far as possible in order to reduce the foreign exchange risk. During the reporting period, the

company has little effect on the foreign exchange risk due to the short credit term of revenue and expenditure

related to the foreign currency.

4. Liquidity Risk

The liquidity risk means that the risk of the shortage of funds occurs when the settlement obligations by the

delivery of the cash or other financial assets are fulfilled by the company. The policy of the company is to ensure

the sufficient cash for repaying the matured debts. The liquidity risk is under the centralized control of Finance

department of the company, and Finance department shall guarantee the company having the sufficient funds to

repay the debts under any reasonable forecast through monitoring the cash balance, the marketable securities

available to be cash and the rolling forecast for the cash flow of the next six months.

5. Other Price Risk

The company holds the equity investment of other listed companies, and the management believes that these

investments facing the market price risk is acceptable. For the equity investment of other listed companies held by

the company, please refer to “Available-for-Sale Financial Assets in Article 8 of Consolidated Financial

Statement in Notes 5 of Financial Statements”.

X. The disclosure of the fair value

150

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

1. Closing fair value of assets and liabilities calculated by fair value

In RMB

Closing fair value

Items Fir value measurement Fir value measurement Fir value measurement

TotaL

items at level 1 items at level 2 items at level 3

I. Consistent fair value

-- -- -- --

measurement

2.Available for sale

997,480,962.56 997,480,962.56

financial assets

(2)Equity instrument

997,480,962.56 997,480,962.56

investment

Total of Consistent fair

997,480,962.56 997,480,962.56

value measurement

II.Non-continuous

-- -- -- --

measurement fair value

2. Market price recognition basis for consistent and inconsistent fair value measurement items at level 1.

As at the end of the period, the company holds shares 235,254,944 shares of China Everbright Bank

According to the closing price of December 31, 2015 of RMB 4.24, the final calculation of fair value was RMB997,480,962.56.

XI.Related parties and related-party transactions

1. Parent company information of the enterprise

The parent company The parent company

Name Registered address Nature Registrated capital of the Company's of the Company’s

shareholding ratio vote ratio

No. 27, Equity management,

Guangdong traffic infrastructure

Baiyyun

communication construction and 2,680,000.00 40.84% 43.61%

Road,Yuexiu

Group Co., Ltd railway project

District ,

operation

Guangzhou.

Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Li

Jing. Date of establishment: June 23, 2000. As of December 31, 2015,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

151

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(if the above mentioned business scope requires licenses to operate, then operation licenses are required).

The finial control of the Company was State-owned Assets Supervision and Administation Commission, The

People’s Government of Guangdong Province.

Other explanation :

2.Subsidiaries of the Company

Subsidiaries of this enterprise, see Note VII the rights of other entity

3. Information on the joint ventures and associated enterprises of the Company

The details Notes VII of significant joint venture and associated enterprise of the Company

Information on other joint venture and associated enterprise of occurring related party transactions with the

Company in reporting period, or form balance due to related party transactions in previous period:

Name Relation with the Company

Other explanation :

4. Other Related parties

Name Relation with the Company

Guangdong Changda highway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Hualu communication Technology Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Hualu communication Technology Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Xinyue Communication Investment Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Lulutong Co., Ltd. Fully owned subsidiary of the parent company

Guangzhou Xinruan Computer Technology Co., Ltd Fully owned subsidiary of the parent company

Guangdong Kaiyang Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Highway Construction Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Shenshan West Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Yangmao Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Luqiao Consrtuction Development Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Yunwu Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Taishan Coastal Expressway Co., Ltd Fully owned subsidiary of the parent company

Yunfo Guangyun Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Yuzhan Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Zhaoyang Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Xinlu Adverting Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Lulutong Co., Ltd. Fully owned subsidiary of the parent company

152

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangdong Gaoda Property Development Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Shanfen Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangshen Zhu Exprssway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong West coastal Expressway Zhuhai section Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Boda Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Guangle Expressway Co., Ltd. Fully owned subsidiary of the parent company

Zhaoqing Guanghe Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong West coastal Expressway Xinhui Section Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Yueyun Communication Co., Ltd. Fully owned subsidiary of the parent company

Yunfo Guangyun Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Meihe Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Two Expressway Co., Ltd. Fully owned subsidiary of the parent company

Heyuan Helong Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Yuegan Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Yuedong Expressway Industry Development Co.,

Fully owned subsidiary of the parent company

Ltd.

Guangdong Yuejia Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangdong Maozhan Expressway Co., Ltd. Fully owned subsidiary of the parent company

Guangzhou Xinyue Asphalt Co., Ltd. Fully owned subsidiary of the parent company

Asian Kitchen & Bath City Co., Ltd. Original shares of the company

Other explanation :

5. List of related-party transactions

(1)Information on acquisition of goods and reception of labor service

Acquisition of goods and reception of labor service

In RMB

Content of related Amount of current Amount of previous Over the trading limit

Related parties Amount of last period

transaction or not?

period period

Guangdong

Changda highway Project fund 11,019,618.00 13,590,781.49

Co., Ltd.

Guangdong

Expansion

Expressway Co., 9,319,331.40

management fee

Ltd.

153

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangdong Hualu

communication

Project fund 2,297,758.00 1,407,195.40

Technology Co.,

Ltd.

Guangzhou Xinruan

Computer

Project fund 1,322,580.00 836,730.00

Technology Co.,

Ltd.

Guangdong Xinyue

Communication

Project fund 5,360,020.96

Investment

Co., Ltd.

Guangdong East

Thinking

Management Service 568,528.80

Technology

Development Co.,

Ltd.

Guangdong

Expressway Co., Interest 3,604,166.67 416,666.67

Ltd.

Guangdong Xinyue

Communication Project fund 1,139,485.00

Investment Co., Ltd

Guangzhou Xinruan

Computer

Purchasing assets 5,771,846.00

Technology Co.,

Ltd.

Guangdong Xinyue

Communication Purchasing assets 2,434,148.61 3,639,312.14

Investment Co., Ltd

Guangdong Hualu

communication

Purchasing assets 563,977.42

Technology Co.,

Ltd.

Guangdong Xinyue

Communication Purchasing assets 1,027,925.71

Investment Co., Ltd

154

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guangzhou Xinruan

Computer

Purchasing assets 214,300.00

Technology Co.,

Ltd.

Guangdong East

Thinking

Management Purchasing assets 470,000.00

Technology

Development Co.,

Ltd.

Related transactions on sale goods and receiving services

In RMB

Content of related Amount of current Amount of previous

Related parties

transaction period period

Guangdong Expressway Co., Ltd. Project fund 4,149,300.00 4,394,400.00

Guangdong Guanghui Expressway Co., Ltd. Project fund 2,929,569.48 186,729.00

Guangdong Xinyue Communication Investment Co., Ltd Project fund 1,753,039.88

Jingzhu Expressway Guangzhu section Co., Ltd. Project fund 658,040.04

Guangshen Zhu Expressway Co., Ltd. Project fund 518,290.58

Guangdong Kaiyang Expressway Co., Ltd. Project fund 288,771.50 457,571.43

Guangdong Highway Construction Co., Ltd. Project fund 272,102.56 299,820.00

Guangdong West coastal Expressway Zhuhai section Co., Ltd. Project fund 242,423.07

Guangdong Shenshan West Expressway Co., Ltd. Project fund 213,000.00 120,000.00

Guangdong Boda Expressway Co., Ltd. Project fund 194,358.96

Guangdong Guangle Expressway Co., Ltd. Project fund 184,500.00

Guangdong Yangmao Expressway Co., Ltd. Project fund 180,000.00 120,000.00

Guangdong Jiangzhong Expressway Co., Ltd. Project fund 168,444.44

Guangdong Yunwu Expressway Co., Ltd. Project fund 130,400.00 69,000.00

Guangdong Maozhan Expressway Co., Ltd. Project fund 129,000.00 96,000.00

Guangdong Yuzhan ExpresswayCo., Ltd. Project fund 102,000.00

Zhaoqing Guanghe ExpresswayCo., Ltd. Project fund 81,000.00

Guangdong Taishan Coastal Expressway Co., Ltd. Project fund 60,000.00 60,000.00

Guangdong West coastal Expressway Xinhui section Co., Ltd. Project fund 48,893.16

Zhaoqing Yuezhao Highway Co., Ltd. Project fund 39,000.00 1,156,972.00

Guangdong Yueyun Communication Co., Ltd. Project fund 25,914.53

155

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Yunfo Guangyun ExpresswayCo., ltd. Project fund 25,500.00 15,000.00

Asian Kitchen & Bath City Co., Ltd. Labour service 2,440,958.00

Asian Kitchen & Bath City Co., Ltd. Project fund 550,000.00

Guangdong Luqiao Construction Development Co., Ltd. Project fund 95,128.21

Notes

(2)Information of related lease

The Company was lessor:

In RMB

Category of lease The lease income confirmed in The lease income confirmed in

Name of lessee

assets this year last year

Advertising lease

Guangdong Xinlu Advertising Co., Ltd. 2,293,108.00 2,202,670.83

Advertising lease

Asian Kitchen & Bath City Co., Ltd. 3,492,000.00 880,000.00

The company was lessee:

In RMB

The lease income confirmed in

Lessor Category of leased assets Category of leased assets

this year

Guangdong Litong Property Office space

8,681,088.00 8,401,056.00

Investment Co., Ltd

Guangdong Guanghui Advertising column lease

1,600,900.00 2,850,000.00

Expressway Co., Ltd.

Guangdong Gaoda Property Office space

530,900.75

Development Co., Ltd.

Zhaoqing Yuezhao Highway

Advertising column lease 236,250.00 236,250.00

Co., Ltd.

Notes

(3)Related-party guarantee

The Company was Guarantor

Execution accomplished

Guarantor Guarantee amount Start date End date

or not

The Company was secured party

In RMB

156

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Guarantor Guarantee Amount Starting date Stop date If completed or not

Guangdong

Communication Group 1,500,000,000.00 September 25,2012 July 25,2021 No

Co., Ltd.

Notes:

Controlling shareholder Guangdong Communication Group Co., Ltd. accepted Pacific Asset Management Co.,

Ltd. insurance debt investment plan to provide joint liability guarantee of principal and interest in full and

unconditional irrevocable. The company held Fokai Expressway Co., Ltd. 75% stake in Guangdong

Communication Group Co., Ltd. to provide a counter-guarantee.

(4) Inter-bank lending of capital of related parties

In RMB

Amount borrowed and

Related party Initial date Due date Notes

loaned

Borrowed

Guangdong Expressway

125,000,000.00 December 11, 2014 June 23, 2015

Co., Ltd.

Ganzhou Gankang

50,000,000.00 June 10,2015 June 10,2017

Expressway Co., Ltd.

Loaned

(5) Rewards for the key management personnel

In RMB

Items

Amount of current period Amount of previous period

Rewards for the key management

5,563,900.00 6,293,200.00

personnel

6. Receivables and payables of related parties

(1)Receivables

In RMB

Amount at year

Amount at year end

beginning

Name Related party

Balance of Bad debt Balance of Bad debt

Book Provision Book Provision

157

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Account receivable Guangdong Guanghui Expressway Co., Ltd. 2,247,992.00

Account receivable Guangdong Xinyue Communication Co., Ltd. 1,272,653.03

Account receivable Guangshen Zhu Expressway Co., Ltd. 545,760.00

Account receivable Jingzhu Expressway Guangzhu Section Co., Ltd. 274,320.10

Guangdong West Coastal Expressway Zhuhai

Account receivable 251,694.00

Section Co., Ltd.

Account receivable Guangdong Boda Expressway Co., Ltd. 204,660.00

Account receivable Guangdong Kaiyang Expressway Co., Ltd. 178,414.29 364,142.79

Account receivable Guangdong Jiangzhong Expressway Co., Ltd. 177,372.00

Account receivable Guangdong Expressway Co., Ltd. 117,500.00 117,500.00

Guangdong West Coastal Expressway Xinhui

Account receivable 50,610.00

section Co., Ltd.

Account receivable Guangdong Yueyun Communication Co., Ltd. 27,288.00

Account receivable Zhaoqing Yuezhao Highway Co., Ltd. 815,580.00

Account receivable Guangdong Yunwu Expressway Co., Ltd. 69,000.00

Prepayable account Zhaoqing Yuezhao Highway Co., Ltd. 131,250.00 131,250.00

Prepayable account Guangdong Litong Property Investment Co., Ltd. 735,092.00

4,007,679.9 4,007,679.9

Other Account receivable Beijing Gelin Enze 4,007,679.91 4,007,679.91

1 1

Other Account receivable Asian Kitchen & Bath City Co., Ltd. 3,320,958.00

Other Account receivable Guangdong Expressway Co., Ltd. 2,625,463.63 39,654.00

Other Account receivable Guangdong Litong Property Investment Co., Ltd. 1,435,856.00 1,485,856.00

Other Account receivable Guangdong Xinlu Advertising Co., Ltd 1,227,244.26 1,105,350.72

Other Account receivable Guangdong Guanghui Expressway Co., Ltd. 847,048.98 668,034.00

Other Account receivable Zhaoqing Yuezhao Highway Co., Ltd. 456,934.57 509,027.00

Other Account receivable Zhaoqing Guanghe Expressway Co., Ltd. 189,397.72

Other Account receivable Guangshen Zhu Expressway Co., Ltd. 134,794.38

Other Account receivable Jingzhu Expressway Guangzhu Section Co., Ltd. 97,661.39

Other Account receivable Guangdong Highway Construction Co., Ltd. 81,571.71 12,891.00

Other Account receivable Guangdong Kaiyang Expressway Co., Ltd. 74,950.95 167,260.07

Other Account receivable Guangdong Boda Expressway Co., Ltd. 45,605.48

Other Account receivable Guangdong Maozhao Expressway Co., Ltd. 41,208.46 83,003.27

Other Account receivable Guangdong Guangle Expressway Co., Ltd. 37,020.23

Guangdong West Coastal Expressway Zhuhai

Other Account receivable 20,466.00

section Co., Ltd.

158

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Other Account receivable Guangdong Yangmao Expressway Co, Ltd. 20,251.86

Other Account receivable Guangdong Jiangzhong Expressway Co., Ltd. 19,842.06

Guangdong luqiao Construction Development

Other Account receivable 14,801.32 9,327.70

Co., Ltd.

Other Account receivable Yunfo Guangyun Expressway Co., Ltd. 5,252.64

Other Account receivable Guangdong Yunwu Expressway Co., Ltd. 4,697.95

Guangdong West Coastal Expressway Xinhui

Other Account receivable 3,790.00

section Co., Ltd.

Other Account receivable Guangdong Yueyun Communications Co., Ltd. 3,032.00

Guangdong Yueyun Communications Investment

Other Account receivable 2,158.60 2,158.60

Co., Ltd.

Other Account receivable Guangdong Meihe Expressway Co., Ltd. 1,164.09

Other Account receivable Guangdong Two Expressway Co., Ltd. 1,117.07

Other Account receivable Heyuan Helong Expressway Co., Ltd. 778.93

Other Account receivable Guangdong Yuegan Expressway Co., Ltd. 806.64

Guangdong Yuedong Expressway Industry

Other Account receivable 664.16

Development Co., Ltd.

Other Account receivable Guangdong Hehui Expressway Co., Ltd. 424.10

Other Account receivable Guangdong Shanfen Expressway Co., ltd. 91.24

Other Account receivable Guangdong Yuzhan Expressway Co., Ltd. 75.23

Other Account receivable Guangdong Yueyang Expressway Co., Ltd. 11.75

Other Account receivable Guangdong Yuejia Expressway Co.,Ltd. 4.13

(2)Payables

In RMB

Amount at Amount at year

Name Related party

year end beginning

Account payable Guangdong Expressway Co., Ltd 8,746,491.18 13,728,261.18

Guangdong Guanghui

Account payable 4,692,732.01 9,665,632.01

Expressway Co., Ltd.

Account payable Guangdong Changda highway Co., Ltd 8,993,525.00 8,993,525.00

Account payable Guangdong Xinyue Communication Investment Co., Ltd. 3,284,062.53 981,094.28

Guangdong Hualu communication

Account payable 375,636.00 598,676.96

Technology Co., Ltd.

159

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Account payable Guangzhou Xinruan Computer Technology Co., Ltd 577,238.60

Guangdong East Thinking Management

Account payable 235,000.00 78,234.00

Technology Development Co., Ltd.

Account payable Guangdong Maozhan Expressway Co., Ltd. 150,750.00

Account payable Zhaoqing Yuezhao Highway Co., Ltd. 19,500.00

Interest payable Guangdong Expressway Co., Ltd. 229,166.67

Interest payable Ganzhou Gankang Expressway Co., Ltd. 89,578.19

Other payable Guangdong Expressway Co., Ltd. 62,596.67 127,265,564.22

Other payable Guangdong Changda Highway Engineering Co., Ltd. 47,825,979.96 80,168,435.24

Other payable Guangdong Highway Construction Co., Ltd. 1,876,132.24

Other payable Guangdong Xinyue Communication Investment Co., Ltd. 1,507,986.93 339,485.26

Other payable Guangzhou Xinruan Computer Technology Co., Ltd 401,732.30 478,147.30

Other payable Guangdong Hualu communication Technology Co., Ltd. 145,960.39 141,526.39

Other payable Guangdong Lulutong Co., Ltd. 146,604.23 66,604.23

Guangdong East Thinking Management Technology

Other payable 44,000.00

Development Co., Ltd.

Other payable Guangdong Xinlu Adverting Co., Ltd. 20,000.00 20,000.00

Other payable Guangdong Guanghui Expressway Co., Ltd. 6,019.00

Other payable Jingzhu Expressway Guangzhu Section Co., Ltd. 2,637.00

Other payable Guangdong West Coastal Expressway Co., Ltd. 1,396.29

Other payable Guangdong Shenshan West Expressway Co., Ltd. 454.68

Other payable Guangdong Luqiao Construction Development Co., Ltd. 110.05

Other payable Guangdong Boda Expressway Co., Ltd. 19.41

Other payable Guangdong West Coastal Expressway Zhuhai section Co., Ltd. 3.51

Long-term payable Ganzhou Gankang ExpresswayCo., Ltd. 50,000,000.00

XII. Events after balance sheet date

1.Profit distribution

In RMB

Profit or dividend planed to allocate 188,567,662.20

Profits or dividends allocation was reviewed and approved 188,567,662.20

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

XIII.Other significant events

1.Segment information

The company's business for the Guangfo Expressway and the Fokai Expressway toll collection and maintenance work, the

technology industry and provide investment advice, no other nature of the business, no reportable segment.

(1) Recognition basis and accounting policies of reportable segment

2.Other important transactions and events have an impact on investors decision-making

(1)The toll collection period of Jiujiang Bridge of No. 325 National Highway owned by Jiujiang Bridge

Branch of Guangdong Fokai Expressway Co., Ltd., a controlled subsidiary of the Company, which was approved

by Ministry of Communications, is 30 years. Up to the present, the accumulative toll collection period is 25 years.

According to the Notice of Relevant Matters Concerning Quickening Special Clearing of Toll Highways in

Guangdong Province (Yue Jiao Ming Dian (2013) No. 56 Document), the rectification measure proposed for

Jiujiang Bridge is "toll collection period shall be no more than 20 years". The result of rectification is "toll

collection shall be cancelled due to the expiration of toll collection period." As required by this document, Jiujiang

Bridge will stop toll collection from 24:00 of June 30, 2013. Jiujiang Bridge is a construction project in which an

enterprise under provincial administration invested. As for relevant problems occurred after rectification, the

Provincial State-owned Assets Commission shall coordinate in handling such problems according to the

requirements of the document.

In view of the cancellation of tolls, the relevant assets on Jiujiang Bridge are neither owned or controlled by

the company, nor brings any economic benefits to enterprise in future. According to the provision of Accounting

Standards, the company has made disposal of the assets at the end of 2013, and the relevant losses have been

recorded into the annual expenses outside of operation in 2013.

In May 2014, the company received Guangdong Provincial People's Government Office documents on the

opinions of the compensation for cancellation fee of Jiujiang Bridge as follow. The loss to the company resulted

from the early cancellation of Jiujiang Bridge toll fee will be compensated by Guangdong Communication Group.

The provincial SASAC conjunction with relevant units will examine the compensation amount base on Provincial

Legal Office; work with Provincial Department of Finance to make the compensation arrangements for provincial

government to approve.

Approved by the Jiujiang Bridge early termination fee the amount of loss caused to 140,765,667.68 yuan, to be

divided from 2015 included three years of state-owned capital management budget arrangements. In view of the

recovery period is not yet clear, the company intends to recognized operating income when received.

Fokai Expressway Co., Ltd. had received in advance of Jiujiang Bridge cancellation fees compensate for the loss

of funds RMB 20 million on August 7, 2015, the extra operating income the company has confirmed.

(2)June 15,2007 early in the morning, The 325 Jiujiang Bridge collapsed on # 23 pier for ―Nanguijii 035‖

collision owned by the controlling subsidiary of the company Guangdong Fokai Expressway Company leads the

collapse and the traffic jam of 200 meters long of the Jiujiang Bridge. On June 10, 2009, Jiujiang Bridge opened

to traffic has been restored.

On June 19,2007 , The Ministry of Communications, the State Production Safety Supervision and

161

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Administration Commission issued the JiaoAnWeiming File [2007] No. 8 "Notification on the Guangdong"6.15

"Jiujiang Bridge Collision Accident", initially determined the causes of the accident are: the incident ship

suddenly met heavy fog on the way from Foshan Gaoming to Sunde, the captain neglected looking out, did not

take proper measures and deviated from the main channel, touched the 325 National Road Jiujiang Bridge the

non-navigation bridge pier and caused the collapsion of part of the Jiujiang bridge. The accident was an

uN/Aateral responsibility of the ship.

On July 19,2007,Fokai Company applied preservation of property to Guangzhou Maritime Court.On August

22,2007,Fokai Company officially prosecuted to Guangzhou Maritime Court, asking Foshan South Sea Shipping

Company Limited and Yang Xiong to undertake the conpensation 25,587,684 yuan for the loss caused by

collapsion of Jiujiang Bridge. On August 28, 2007, Guangzhou Maritime Court accepted the case. According to

the (2007)-Canton Haifa No. 332 ruling book issued by Guangzhou Maritime Court, the proceeding of the case

was suspended.

After the court accepted the case, the incident investigation team of Guangdong Provincial Government had

not made the final report of Jiujiang Bridge accident. The Court, on November 5, 2007, decided to suspend the

proceeding. In September 2008, Jiujiang Bridge accident investigation report was officially reported and resumed

the proceedings. On December 5, 2008, Guangzhou Marine Court opened a court trial to procceeded the case.

Currently, Guangzhou Haizhu prosecutorial office was intend to prosecute the accident captain Shi Guide,

therefore, on January 5, 2009, Guangzhou Maritime Court ruled the suspension of the case. On September 17,

2013, the Guangzhou Maritime Court issued a notice of civil and eliminate the cause of suspension of proceedings,

the court decided to resume the trial. On December 19, 2013, the Guangzhou Maritime Court opened a court

session, has not yet made the first-instance judgment. On March 7, 2014 the Court made the first instance verdict:

the defendant Foshan Nanhai Yuhang ship Services Co., Ltd. and Yang Xiong compensated the plaintiff Fokai

Expressway Co., Ltd. toll revenue losses of RMB 19,357,500.96; the court dismissed the plaintiff other

aspirations. The defendant appealed to the Higher People's Court of Guangdong Province, the Guangdong

Provincial Higher People's Court ruled on June 5, 2014, the case discontinued proceedings.

(3)The 26th (Provisional)Meeting of the sixth board of directors of Guangdong Provincial Expressway

Development Co., Ltd. was held of May 10, 2012. The meeting examined and adopted the proposal Concerning

the Company’s Accepting the insurance Bond Investment Plan of Pacific Asset Management Co., Ltd. The

Company was approved to accept the insurance bond investment plan made by Pacific Asset Management Co.,

Ltd. The amount of proceeds to be raised is not more than RMB 1.5 billion . Floating interest rate plus

guaranteed base interest rate applies as the interest rate. The Floaing interest rate shall not exceed the basic

interest rate of RMB loan with a term of over five years on the day when the investment fund of the insureance

company is transferred into the Company’s account and the corresponding days of the future years, which shall

be adjusted once each year. The guaranteed base interest rate is 5.6%. The concrete amount of raised proceeds

shall be within maximum limit of investment fund filed with CIRC. The actual amount wholly transferred to the

Company shall apply. The final interest rate is subject to investment Contract for Bond Investment Plan between

Pacific and Guangdong Expressway Filed with CIRC. It was approved to authorize the management of the

Company to implement the above-mentioned matters.

The Company was approved to provide counter guarantee to Guangdong Communication Group

Co.,Ltd.with 75% equity of Guangdong Fokai Expressway Co., Ltd. Held by it . as of December 31, 2014, the

company has borrowed RMB 1.5 billion.

Co., Ltd. and Guangdong Provincial Highway Co⑷According to the Board of Directors considered and adopted

162

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

the "issue of shares and cash to buy assets and raise matching funds and Related Transaction Plan" and the

company with the Guangdong Provincial Expressway nstruction Co., Ltd. signed the "issue of shares to buy assets

of Agreement" and "agreement of paying cash to buy assets",The company intends through the issuance of A

shares to purchase 25% stake of Fokai hold by Provincial Expressway, and Guangzhu 100% stake held by

transportation construction company, purchase by cash of the Guangzhu East's debt held by the construction

company. Moreover,The company intends to non-public offering of A shares to raise matching funds to Yadong

Fuxing Yalian Investment Co., Ltd., Tibet Yingyue Investment Management Co.,Ltd. and Guangfa Securities Co.,

Ltd. To pay the transaction cash consideration, the transaction taxes and supplement working capital of listed

companies, the amount of matching funds to be raised no more than RMB 1650 million, assets to be purchased no

more than 100% of the transaction price. Not more than 100% of the transaction price assets to be purchased .

Not more than 100% of the transaction price assets to be purchased .

On January 14, 2016, The Company received notification from CSRC, which after being deliberated by the 4th

working conference for mergers and acquisitions of 2016 convened by Mergers and Acquisitions Deliberation

Committee of CSRC, the issue of shares to buy assets and raise matching funds and related transaction of the

Company has been conditionally adopted.

On February 5, 2016,the Company received the "Reply on Examining and Approving Guangdong Provincial

Expressway Development Co., Ltd.’s Issue of Share to Buy Asset and Raise Matching Funds for Guangdong

Provincial Highway Co., Ltd. "(CSRC Approval No.230 [2016]) , the scheme of the Company’s issue of share to

buy asset and raise matching funds was examined and adopted by Merger and Reorganization Audit Committee

for Listed Companies of CRSC.

Up to now, this reorganization hasn’t been completed yet.

XIV..Notes s of main items in financial reports of parent company

1.Other account receivable

(1)Other account receivable classified by category

In RMB

Year-end balance Year-beginning balance

Provision for bad

Book balance Book balance Provision for bad debts

Classification debts Book

Book value

Proportio Proportio value Proportio Proportion(

Amount Amount Amount Amount

n(%) n(%) n(%) %)

Other Account

receivable with

single major amount 32,084,8 32,084,8 32,084, 32,084,89

89.12% 100.00% 88.44% 100.00%

93.35 93.35 893.35 3.35

and withdrawal bad

debt provision for

single item

163

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Other Account

receivable

withdrawalbad debt 3,915,39 1,658,57 2,256,822 4,194,8 1,658,571 2,536,246.2

10.88% 42.36% 11.56% 39.54%

4.79 1.80 .99 18.04 .80 4

provision by group of

credit risk

characterstics

36,000,2 33,743,4 2,256,822 36,279, 33,743,46 2,536,246.2

Total 100.00% 93.73% 100.00% 93.01%

88.14 65.15 .99 711.39 5.15 4

- Other Receivable accounts with large amount individually and bad debt provisions were provided

√ Applicable □ Not applicable

In RMB

Balance at year-end

Other receivible

Other Provision for Proportio

(Unit) Reason

receivable bad debts n%

For the balance amount of our company’s secutity trading

settlement funds RMB 33,683,774.79 deposited in Kunlun Securities

Co., Ltd., The Xin’Ning Municipal intermediate People’s Court of

Qinghai Province had made the judgment in accordance with the law

and declared on November 11, 2006. that Kunlun Securities Co., ltd.

was bankrupted for debt payment . In March of 2007, the liquidating

group of Kunlun Securities preliminary judged the relationship

between our company and Kunlun Securities Co., Ltd.is debtor creditor

Kunlun

relationship . as Kunlun Securities Co., Ltd.was bankrupted for debt

Securities Co., 32,084,893.35 32,084,893.35 100.00%

Ltd. payment and it is in serious insolvency. Our company had moved the

security trading settlement funds deposited in Kunlun Securities Co.,

Ltd, to other receivables account for reflection, we also have made full

amount provision for had debts based on conservatism principle. The

recovered debt amount in 2008 is RMB485,392.67 which had been

offset from the provision for bad debts. The recovered debt amount in

2011 is RMB 667,959.27 which had been offset from the provision for

bad, The recovered debt amount in 2014 is RMB 445,529.50 which had

been offset from the provision for bad debts.debts.

Total 32,084,893.35 32,084,893.35 -- --

In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision:

164

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

√ Applicable □Not applicable

In RMB

Balance at year-end

Aging

Other receivable Provision for bad debts Proportion%

Subentry within 1 year

Subtotal of within 1 year 427,635.99

Over 5 years 1,658,571.80 1,658,571.80 100.00%

Total 2,086,207.79 1,658,571.80 79.50%

Notes:

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 withdraw bad debt provision:

√ Applicable □Not applicable

Name Balance at year-end

Other receivable Bad debt Proportion(%) Reason

provision

Guangdong Litong Real estate Investment Co., Ltd. 1,435,856.00 Lease deposit

Beijing Shibang Weilishi Property Managerment 393,331.00 Deposit

Servises Co., Ltd.

Total 1,829,187.00

(2)Other receivables nature of fund classification information

In RMB

Nature Book balance at year end Book balance at year beginning

Securities trading settlement funds balance 32,084,893.35 32,084,893.35

Guarantee deposit 1,829,187.00 1,829,187.00

Other 2,086,207.79 2,365,631.04

Total 36,000,288.14 36,279,711.39

(3)The top five other account receivable classified by debtor at period end

In RMB

Closing Proportion Closing balance of

Name Nature Aging

balance % bad debt provision

Securities trading s Over

Kunlun Securities Co., Ltd. 32,084,893.35 89.13% 32,084,893.35

ettlement funds 5years

165

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

Heshan Communication Real estate Development Over

Current accounts 1,470,000.00 4.08% 1,470,000.00

Co., Ltd. 5years

2-4

Guangdong Litong Property Investment Co., Ltd. Deposit 1,435,856.00 3.99%

years

Beijing Shibang Weilishi Property Managerment 2-4

Deposit 393,331.00 1.09%

Servises Co., Ltd. years

Over

Huizhou Huxu Industry Company 109,745.80 0.30% 109,745.80

Current accounts 5years

Total -- 35,493,826.15 -- 98.59% 33,664,639.15

2. Long- term s equity investment

In RMB

Year-end balance Year-beginning balance

Items Bad debt Bad debt

Book balance Book value Book balance Book value

provision provision

Investment to the

2,418,436,569.52 2,418,436,569.52 2,418,436,569.52 2,418,436,569.52

subsidiary

Investment to

joint ventures and

2,635,251,969.72 2,635,251,969.72 2,689,986,240.16 2,689,986,240.16

associated

enterprises

Total 5,053,688,539.24 5,053,688,539.24 5,108,422,809.68 5,108,422,809.68

(1)Investment to the subsidiary

In RMB

Withdrawn

Closing balance

impairment

Name Opening balance Increase Decrease Closing balance of impairment

provision in the

provision

reporting period

Guangdong Guangfo Expressway

154,982,475.25 154,982,475.25

Co., Ltd.

Guangdong Expressway

95,731,882.42 95,731,882.42

Technology Investment Co., Ltd.

Guangdong Fokai Expressway Co.,

2,167,722,211.85 2,167,722,211.85

Ltd.

Total 2,418,436,569.52 2,418,436,569.52

166

2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

(2)Investment to joint ventures and associated enterprises

In RMB

Increase /decrease in reporting period Closing

Opening Adjustment of other Other Declaration of Withdrawn Closing balance of

Name Add

balance comprehensive equity cash dividends impairment Other balance impairment

investment

income changes or profit provision provision

I. Joint ventures

1,193,172,139. 1,069,914,

Guangdong Guanghui Expressway Co., Ltd. 236,226,452.58 359,483,621.28

09 970.39

274,277,24

ZhaoqingYuezhao Highway Co., Ltd. 273,153,345.90 39,171,941.01 38,048,040.00

6.91

Subtotal 1,466,325,484. 1,344,192,

275,398,393.59 397,531,661.28

99 217.30

II. Associated enterprises

133,060,10

ShenzhenHuiyan Expressway Co., Ltd. 160,888,058.33 48,728,744.73 76,556,700.00

3.06

384,937,39

Jingzhu Expressway Guangzhu 312,905,040.79 72,032,351.04

1.83

175,416,96

Guangdong Jiangzhong Expressway Co., Ltd. 173,582,080.68 8,104,887.43 6,270,000.00

8.11

187,783,48

Ganzhou Kangda Expressway Co., Ltd. 164,592,503.05 23,190,986.46

9.51

204,765,91

Ganzhou Gankang Expressway Co., Ltd. 207,626,577.95 6,139,341.33 9,000,000.00

9.28

Guangdong Yueke Technology Petty Loan Co., 205,095,88

204,066,494.37 3,029,386.26 2,000,000.00

Ltd. 0.63

Subtotal 1,223,660,755. 1,291,059,

161,225,697.25 93,826,700.00

17 752.42

Total 2,689,986,240. 2,635,251,

436,624,090.84 491,358,361.28

16 969.72

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

3. Business income and Business cost

In RMB

Amount of current period Amount of previous period

Items

Revenue Cost Revenue Cost

Other business 17,259,744.96 464,213.40 38,226,359.03 464,213.40

Total 17,259,744.96 464,213.40 38,226,359.03 464,213.40

Other explanation

4.Investment income

In RMB

Amount of Amount of

Items

current period previous period

Long-term equity investment income accounted by cost method 17,297,673.29

Long-term equity investment income accounted by equity method 436,624,090.84 376,566,891.64

Investment income received from holding ofavailable-for –sale financial assets 44,768,257.53 42,119,862.10

Reverse repurchase treasury investment income 854,210.29 2,991,262.39

Total 499,544,231.95 421,678,016.13

XV. Supplement information

1. Particulars about current non-recurring gains and loss

√ Applicable □ Not applicable

In RMB

Items Amount Notes

Non-current asset disposal gain/loss 21,188,094.05

Govemment subsidies recognized in currentgain and loss(excluding those closely related to the

480,000.00

Company’s business and granted under the state’s policies)

Operating income and expenses other than the aforesaid items 24,879,481.73

Other non-business income and expenditures other than the above 854,210.29

Less: Influenced amount of income tax 11,529,933.00

Amount of influence of minority interests 8,647,449.75

Total 27,224,403.32 --

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

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

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

2. Return on equity (ROE) and earnings per share (EPS)

Weighted average EPS(Yuan/share)

Profit as of reporting period

ROE (%) EPS-basic EPS-diluted

Net profit attributable to common shareholders of the Company 9.22% 0.37 0.37

Net profit attributable to common shareholders of the Company

8.68% 0.35 0.35

after deduction of non-recurring profit and loss

3. Differences between accounting data under domestic and overseas accounting standards

(1) Differences of net profit and net assets disclosed in financial reports prepared under international and

Chinese accounting standards

□ Applicable √Not applicable

(2) Differences of net profit and net assets disclosed in financial reports prepared under overseas and

Chinese accounting standards

□ Applicable √Not applicable

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2015 Annual Report of Guangdong Provincial Expressway Development Co., Ltd.

XI. Documents Available for Inspection

1. Accounting statements carried with personal signatures and seals of legal representative, Chief Financial officer

and Financial Principal.

2. Original of Auditors’ Report carried with the seal of Certified Public Accountants as well as personal signatures

of certified Public accountants.

3. The texts of all the Company's documents publicly disclosed on the newspapers and periodicals designated by

China Securities Regulatory Commission in the report period;

170

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