粤电力Ａ(000539)粤电力Ｂ2003年年度报告摘要（英文版）

GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD. EXTRACTS OF ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2003 1. Important Notices 1.1 The Board of Directors of the Company assures that there is no significant omission of material facts, nor untrue presentation, nor seriously misleading statements contained in the information hereinto. The Board of Directors severally and jointly accepts responsibility for the veracity, accuracy and completeness of the information contained in this annual report. Extracts of the annual report is extracted from the annual report for the year ended 31 December 2003. The investor is advised to read the annual report for details. 1.2 No directors claim uncertainty or dissidence on the veracity, accuracy and completeness of the information contained in this annual report. 1.3 Mr.Wang Jun, the director who did not attend the board meeting had congsigned Mr. Song Xianzhong to attend and vote. 1.4 PricewaterhouseCoopers ZhongTian CPAs Co., Ltd. has issued auditor ’ s report with unqualified opinion for the Company. 1.5 Chairman of the Board, Pan Li, General Manager, Liu Luo Shou and Finance Manager, Liu Xuemao severally and jointly accept responsibility for the veracity and completeness of the information contained in this annual report. 1.6 The reader is advised that this report has been prepared originally in Chinese. In the event of a conflict between this report and the original Chinese version or difference in interpretation between the versions of the report, the Chinese language report shall prevail. 2. Company Profile 2.1 Introduction of general information Abbreviation of Company's shares: Yue Dian Li A, Yue Dian Li B Code of Company's shares: 000539,200539 Place of listing of Company's shares: Shenzhen Stock Exchange Registered address: 10/F., Boli Commercial Center, Guang Fa Company's Garden, 498 Huan Shi Dong Road, Guangzhou, Guangdong registered and Province correspondence address: Office address: 23-26/F., Yudean Plaza, 2 Tian He Dong Road, Guangzhou, Guangdong Province Postal code: 510630 Website http:www.ged.com.cn E-mail address: ged@ged.com.cn 1 2. Company Profile (Continued) 2.2 Correspondence Secretary to the Board of Directors Representatives on security issues Name Li Xiao Qing Liu Wei 26/F., Yudean Plaza, 2 Tian He 26/F., Yudean Plaza, 2 Tian He Correspondence Dong Road, Guangzhou, Dong Road, Guangzhou, address Guangdong Province Guangdong Province Telephone (020) 87570276 (020) 87570251 Facsimile (020) 85138084 (020) 85138084 Email lxq@ged.com.cn liuw@ged.com.cn 3. Extracts of accounting and financial data 3.1 Financial highlights Unit: RMB’000 2003(“Current 2002(“Prior Fluctuation 2001 year”) year”) (%) Operating 5,996,285 5,586,730 7.33 5,386,785 revenue, net Profit before tax 1,977,179 1,976,852 0.02 2,116,183 Net profit 1,163,667 1,179,746 -1.36 1,051,805 Net profit after extraordinary N/A N/A N/A N/A items 31 December 31 December Fluctuation 31 December 2003 2002 (%) 2001 Total assets 12,590,293 11,872,866 6.04 12,416,341 Shareholders' equity after 7,949,474 7,397,470 7.46 6,802,793 minority interests Net cash flow from operating 2,009,091 2,592,691 -22.51 1,571,305 activities 2 3. Extracts of accounting and financial data (Continued) 3.2 Financial highlights (Cont’d) Unit: RMB 2003(“Curren 2002(“Prior Fluctuation 2001 t year”) year”) (%) Earnings per share 0.44 0.44 - 0.40 Return on equity 0.15 0.17 -11.76 0.18 Return on equity after exceptional N/A N/A N/A N/A items Net cash flow per share from operating 0.76 0.97 -21.65 0.59 activities 31 December 31 December Fluctuation 31 December 2003 2002 (%) 2001 Net asset per 2.99 2.78 7.56 2.56 share Earnings per share N/A N/A N/A N/A after adjustment 3.3 Differences between the financial reports for domestic and overseas purposes: √ Applicable Not applicable RMB’000 As per the statutory As restated after financial statements IFRS adjustments Net profit 1,255,249 1,163,667 Net Profit for the year Net assets RMB’000 RMB’000 As per the statutory financial statements (audited by certified public accountants in the PRC) 1,255,249 7,885,887 Impact of IFRS adjustments: Write-off of pre-operating costs 11,086 - Housing loss in statutory financial statements (20,177) 97,274 Amortization of deferred staff costs (13,022) (35,964) Difference in amortization of land use rights (3,171) 69,141 Deferred tax 23,982 35,972 Provision for the early retirement obligation (94,181) (94,181) Others 3,901 (8,655) As restated after IFRS adjustments 1,163,667 7,949,474 3 4. Changes in share capital and information about shareholders 4.1 Summary of changes in share capital Unit: Share Balance at Changes beginning of during year Balance at end Type of Shares year （+,-） of the year I. Non-listed shares 1. Promoters’shares 1,553,175,000 - 1,553,175,000 Including: - - State-owned shares 1,375,007,400 1,375,007,400 - - Domestic legal person shares 178,167,600 178,167,600 - - Foreign legal person shares - - - - Others - - - 2.Subscriber legal person shares 49,413,000 49,413,000 3.Employee shares - - - 4.Preferred Shares or others: - - - - Total of non-listed shares 1,602,588,000 1,602,588,000 II. Listed shares - 1.Domestic listed RMB ordinary 391,476,000 391,476,000 shares 2. Domestic listed foreign shares 665,340,000 665,340,000 - 3. Overseas listed foreign shares 4. Others Total of listed shares 1,056,816,000 1,056,816,000 - III. Total shares 2,659,404,000 2,659,404,000 - 4 4. Changes in share capital and information about shareholders (Continued) 4.2 The top 10 shareholders and details of the share held by the 10 shareholders Total shareholders 110,430 Information of the top 10 shareholders Nature Number of (State-owned Proportion Share the enterprise/ Name of Changes Number of to total category pledged or Foreign shareholders (Full during the shares held share capital (listed / frozen invested name) year (share) (%) non-listed) share enterprise) Guangdong Electric Power State-owned Holding Co. 0 1,333,800,000 50.15 Non-listed - enterprise China Cinda Asset Management State-owned Corporation 87,750,000 87,750,000 3.30 Non-listed Unknown enterprise Guangdong Electric Power Development State-owned Co. Ltd 0 85,082,400 3.20 Non-listed - enterprise Guangdong Guangkong Group 0 43,875,000 1.65 Non-listed Unknown - Great Wall Securities Co., Ltd 17,722,628 27,279,950 1.03 Listed Unknown - CMBLSA REFTIF TEMPLENTON Foreign ASIAN GRW invested FD GTI 5496 Un-known 18,239,234 0.69 Listed Unknown enterprise Xiangcai Securities Co., Ltd Un-known 17,855,298 0.67 Listed Unknown - Yang Pu Hua Sheng Investment Management Co., Ltd Un-known 16,728,419 0.63 Listed Unknown - TEMPLETON Foreign WORLD invested FUND,INC. -48,591,215 16,090,315 0.61 Listed Unknown enterprise Northwest Securities Co., Ltd 1,232,841 11,332,841 0.43 Listed Unknown - 5 4. Changes in share capital and information about shareholders (Continued) 4.2 The top 10 shareholders and details of the shares held by the 10 shareholders (continued) Note 1: Pursuant to the Approval on the Implementation Plan of Guangdong Province’ s Reform of Power Industry Structure Relating to Separation of Generation and Transmission Assets and the Approval on the Restruction Plan of State Power Assets owned by Guangdong Information of Province, documents issued by Guangdong Provincial Government and relationship referred to as Yue Fu Han [2001] No.252 and Yue Fu Han [2001] No.269, among top 10 the shares of the company formerly held by Guangdong Electric Power shareholders or Holding Co. was changed to be held by Guangdong Yuedian Assets unanimous Management Co., Ltd. (Name changed to Guangdong Yudean Group Co., action Ltd. (“Yudean”). )The registration of equity interest change is still in progress. Note 2: Guangdong Electric Power Development Co. Ltd, the third of the top 10 shareholders, is a subsidiary of Yudean, which is the No. 1 of the shareholders; it is unknown whether there is relationship among other shareholders. Top 10 shareholders of listed shares Name of shareholders Number of shares held Type Great Wall Securities Co., Ltd 27,279,950 A share CMBLSA RE FTIF TEMPLENTON ASIAN GRW 18,239,234 B share FD GTI 5496 Xiangcai Securities Co., Ltd 17,855,298 A share Yang Pu Hua Sheng Investment Management Co., Ltd 16,728,419 A share TEMPLETON WORLD FUND,INC. 16,090,315 B share Northwest Securities Co., Ltd 11,332,841 A share TEMPLETON EMERGING MARKETS 9,090,765 B share INVESTMENT TRUST MERRILL LYNCH INTERNATIONAL 9,066,905 B share TOYO SECURITIES ASIA LIMITED-A/C CLIENT. 8,783,117 B share CREDIT SUISSE FIRST BOSTON(HONGKONG) 7,155,213 B share LIMITED Relationship between top 10 major shareholders of listing shares Unknown 4.3 Notes to major shareholders and actual controllers 4.3.1 Changes of major shareholders and actual controllers Applicable √ Not applicable 6 4. Changes in share capital and information about shareholders (Continued) 4.3 Notes to major shareholders and actual controllers (continued) 4.3.2 Detailed information of the major shareholders and actual controllers Yudean holds 50.15% shares of the Company and is the controlling shareholder of the Company. On 8 August 2001, Guangdong electric Power Holding Co. was split into two separate companies, namely, Guangdong Guangdian Group Co. Ltd. and Guangdong Yuedian Assets Management Co., Ltd.. Then on 28 May 2003, Guangdong Yuedian Assets Management Co., Ltd. was renamed as Guangdong Yudean Croup Co., Ltd.. The announcement of rename was published on Securities Times, China Securities, Shanghai Securities, Hong Kong Commercial. Yudean is a state-owned limited company. Its registered capital is Rmb 12,000,000,000 and its registered address is 14-18/F., Feng Yuan Building, 1-3 Ti Yu Xi Road. Its legal representative is Mr. Pan Li. It is mainly engaged in management of power plants and power generation assets; construction of power plants; sale of electricity; sales, establishment, repair and maintenance of electricity equipments; technology service on electricity industry; electricity investment; investment planning and consulting; information consulting service; sales of production materials (except for gold, silver, vehicle and dangerous chemistry materials). 5. Information about the Company’ s Directors, Supervisors and senior management 5.1 Changes in the shares held by the Company’ s Directors, Supervisors and senior management Name Gender Age Position Period of Shares Shares Reason Service held at held at of Opening year-end change of year 7 5. Information about the Company’ s Directors, Supervisors and senior management (Continued) 5.2 Information of the Directors and Supervisors of the Company employed by the shareholders. √ Applicable Not applicable Position in Remunerations / Name of the Period of Name shareholder’ s allowance shareholder service company received(Y/N) From 2001 N Pan Li Yudean Chairman on General From 2001 N Deng An Yudean Manager on Hong Vice General From 2001 N Rongkun Yudean Manager on Vice General From 2001 Y Liu Qian Yudean Manage on From 2001 N Cao Te chao Yudean Minister on Yang From 2001 Xuanxing Yudean Minister on N Lao Qiongjuan China Cinda Asset Executor From 2001 N Management on Corporation Guangzhou Branch Office Guangdong General From 2001 N Zou Xiaoping Guangkong Group Manager on 5.3 Remunerations of directors, supervisors and senior managements of the Company Unit:RMB Total remunerations paid 3,082,000 Total amount for the top three directors 1,060,000 Total amount for the top three senior 895,000 management Allowance for independent directors 80,000/person per annum Other remunerations for independent Nil directors Name of the directors and supervisor Pan Li, Deng An, Hong Rongkun, Cao Techao, who did not receive remuneration or Lao Qiongjuan, Zou Xiaoping, Yang Xuanxing, allowance from the Company Xu Runxiong. Remunerations band Number Above RMB300,000 3 RMB100,000 to RMB300,000 6 Below RMB100,000 9 8 6. Report of the Director 6.1 Discussion and analysis of the general operation during the reporting period In 2003, the total electricity generation volume of the Group amounted to 19.057 billion KWH, which increased by 14.07% compared with 16.706 billion KWH of prior year and by 8.85% compared with the planned generation volume. The on-grid electricity volume totaled 17.788 billion KWH, which increased by 14.55% compared with 15.529 billion KWH of prior year. The total generation volume and on-grid volume attributable to the equity are 15.798 billion KWH and 14.759 billion KWH, which increase 10.83% and 11.27% respectively. In 2003, in the favorable situation led by the continuous increase of power demand in Guangdong Province (Total electricity power consumption increased by 19.80% compared to the same period of prior year), all of the electricity generation volume of the Company’ s operating power plants increased. Zhanjiang Electric has achieved 15.7% increase of electricity generation volume compared to that of last year and 110.02% of planned volume after improvement of electricity transmission line; Shaojiao A Power Plant exerted its geographic advantage as a center of power demand, the electricity generation volume increase by 6.12% compared to that of last year and completed 107.78% of the planned volume; although generation volume of Yuejiang Electric and Yuejia Electric in the first half year were comparatively low, they have maximized the generation volume in the last half year during the peak of the electricity demand. Shaoguan #10 Generator managed by Yuejiang Electric and Meixian B Power Plant achieved about 110.04% and 117.19% respectively of the total planned electricity generation volume. The electricity generation volume of Shaoguan #10 generator increased by 10.44% compared to that of last year; Meixian B Power Plant increased by 9.88%. Since operation began in May 2003, Maoming Ruineng #5 generator achieved 90.08% of total planned generation volume by overcoming the difficulties at the beginning of operation. 6.2 Information of operating revenue by industry or by product Unit：RMB’000 Operating Fluctuation GP Fluctuation Fluctuation Industry/ revenue from Operating of the margin of the cost of the GP Product sales of cost revenue (%) (%) margin (%) power (%) Electricity, Steam, Hydrother 5,996,285 3,967,655 33.8 7.33 13.13 -3.42 mal Water Industry Including: related - - - - - - party transaction Electricity 5,996,285 3,967,655 33.8 7.33 13.13 -3.42 Including: related - - - - - - party transaction Principle of transferring No price Explanation on necessity and persistence of related No party transaction 9 6. Report of the Director(Continued) 6.3 Information of operating revenue by geographic segment Unit：RMB’000 Net revenue generated from the Fluctuation of the revenue Geographic segment sales of power (%) Guangdong Province 5,996,285 7.33 6.4 Information of the suppliers and customers Unit：RMB’000 Total purchase amount from Accounting for the 2,068,006 84.06% the top five suppliers percentage of total purchase Total sales amount to the top Accounting for the 5,996,285 100.00% five customers percentage of total sales Total 6.5 Information of invested companie s’ operation (applicable to the companies of which the Company holds more than 10% of the equity interest) Applicable √ Not applicable 6.6 Explanation of the significant changes in operation and its structure Applicable √ Not applicable 6.7 Explanation on the significant change in the profitability (GP margin) as compared to last year Applicable √ Not applicable 6.8 Analysis of the significant changes in the components of the operating results and profit Applicable √ Not applicable Analysis of the significant changes in the general financial status Applicable √ Not applicable 10 6. Report of the Director (Continued) 6.9 Explanations on the significant changes of the operating environment, macro economic policy and regulation, which already have affected /are affecting / will affect the Company’ s financial status and operation results. √ Applicable Not applicable With the continuous increasing demand for electricity power due to the continuous development of national economy in 2003, the Company was facing a good market. In addition, it is expected that demand on electricity power will keep ascending which benefits the stability and development of electricity power generation of the Company. On the other hand, the Company is under great pressure due to the continuous increasing price of fuels. Pursuant to a document issued by State Development and Reforming Commission and referred to Fa Gai Dian [2003] No. 24, on-grid electricity prices of the Company’ s subsidiaries have been adjusted up Rmb 0.007 per KWH (tax inclusive) since 1 January 2004 to mitigate the pressure of the increasing cost. 6.10 Information of the compliance with the profit forecast Applicable √ Not applicable 6.11 Information of the compliance with the business plan Applicable √ Not applicable 6.12 Information of the usage of proceeds from listing Applicable √ Not applicable Information of changes in project Applicable √ Not applicable 11 6. Report of the Director (Continued) 6.13 Information of the funds other than proceeds from listing √ Applicable Not applicable Unit: RMB ’000 Percentage of completion Proceeds from Project name Project Amount the project Guangdong Maoming Ruineng Thermal Power Put into operation in May Co., Ltd - 2003 15,406.4 Huizhou LNG Feasibility Report of LNG Electric Power 26,560 project has been approved Nil Plant by relevant authority Qianwan Gas Feasibility Report of LNG Engine Electric 127,000 project has been approved Nil Power Plant by relevant authority Zhanjiang Aoli Oil Project company is under 87,660 Nil Electic Power Plant incorporation Guizhou Pannan Electric Power 71,080 Under construction Nil Plant Construction began in December 2003; piling has been completed; plant Shaoguan #11 169,000 construction and Nil generator equipment installation has begun; the project is in the progress as scheduled. Meixian #5 18,600 Construction began in June Nil generator 2003; plant construction and equipment installation is in well progress. It is expected to put into trial-production in December 2004 Desulfuration 14,000 Desulfuration project of Nil project Shaojiao A Power Plant is in well progress and has completed trial running of 168 hours and has been put into production on 16 March; desulfuration projects of #1-4# generators have invited public bidding Total 513,900 - - 6.14 Board of Directors’explanation on the qualified audit opinion of auditors. Applicable √ Not applicable 12 6. Report of the Director (Continued) 6.15 Board of Directors’business plan for the new year(if any) Applicable √ Not applicable Profit forecast of 2004(if any) Applicable √ Not applicable 6.16 Profit appropriation or capital surplus transfer plan proposed by the Board of Directors A share: RMB0.25 (tax inclusive) per share B share: RMB0.25 per share 7. Significant events 7.1 Acquisition of assets Applicable √ Not applicable 7.2 Sales of assets Applicable √ Not applicable 7.3 Significant guarantee √ Applicable Not applicable Unit: RMB ‘000 Guarantee Guarantee Guaranteed Guarantee Guarantee Guarantee Guarantee completed for related object day amount category period (Y/N) party(Y/N) 1 January Zhanjiang 31 August Normal 2002- 20 Electric 1998 1,500,000 guarantee August 2006 N N Total incurred guarantee amount 1,500,000 Total residual guarantee amount 412,000 Including: total residual related party - guarantee amount Total incurred guarantee amount offered to subsidiary of listed 412,000 company Total amount of illegal guarantee - Percentage of guarantee amount to net 5.18 asset (%) 7.4 Capital transactions of related parties √ Applicable Not applicable 2003 2002 Rmb’000 Rmb’000 Amount due from related companies: - Shaoguan Power Plant D 10,475 - 13 - Shaoguan No. 9 Generator Co., Ltd. 5,589 - - Shaoguan Electric 1,351 21,413 - Others 5,125 - 22,540 21,413 Amount due to related companies: - Yudean 316,613 239,155 - Shaoguan Electric 9,993 - - Shaoguan Power Plant D 65,072 - Others 93 - 391,771 239,155 7.5 Entrust financial management Applicable √ Not applicable 7. Significant events (Continued) 7.6 Information of the commitments √ Applicable Not applicable Maoming Ruineng, a subsidiary of the Company, entered into a long-term loan contract with Shanghai Pudong Development Bank Guangzhou Branch for loan of RMB0.65 billion. The Company issued a supporting letter for the loan and committed as follows: (1) unless written consent by the creditor, the Company shall maintain its 51% equity interest in Maoming Ruineng. Before the rescission day, the disposition of the relevant equity interests should obtain the written consent by the creditor. (2) The Company was forbidden from any mortgage, pledge , retain or other guarantee on the direct or indire ct equity interests of Maoming Ruineng. (3) Except for requirement by law or regulation, the Company was forbidden from modifying the article of associations of Maoming Ruineng without written consent by the creditor. The balance of borrowings is 453,000,000 at 31 December 2003. 7.7 Significant litigation or arbitration Applicable √ Not applicable 7.8 Information about the independent directors’work According to the related rules and Articles of Association of the Company, the independent directors and supervisors carry out their responsibility and right seriously and pay special concerns on the operation and production situation of the Company. They attend the board meetings and shareholders meetings actively, and express opinions on the Company’ s operation and related party transactions to improve governance of the Company and protect the interests of shareholders. 8. Report of the Supervisory Committee (1) Summary of the Supervisory Committee’ s work done in 2003 In 2003, the Supervisors attended eight meetings of the Board of Directors and the 2002 annual and two extraordinary General Shareholders’ Meetings of 2003. In addition, six Supervisory Committee meetings were held in 2003. Details are as follows: The Supervisory Committee convened its first meeting of year 2003 on 3 April 2003 in Shaoguan. The meeting has passed The Supervisory Committee’ s Annual Working Report of 2002 and The Company’ s Annual Report and Extracts of Annual Report of 14 2002. The Supervisory Committee convened its second meeting of year 2003 on 15 May 2003 in Guangzhou, and approved the Proposal of appointing Mr. LiuWei as the Secretary to the Supervisory Committee. . The Supervisory Committee held its third meeting of year 2003 on 16 June 2003 in Guangzhou. The supervisors discussed and approved the Proposal on Increase of Investment in Shenzhen Guangqian Power raised by the Board of Directors. The Supervisory Committee convened its forth meeting of year 2003 on 19 August 2003 in Guangzhou. The supervisors approved the Company’ s Interim Report and Extract of Interim Report for the First Half Year of 2003”, and approved the proposal on Agreement on Fuel Purchase with Yudean Group Co., Ltd raised by the Board of Directors. 8. Report of the Supervisory Committee (Continued) (1) Summary of the Supervisory Committee’ s work done in 2003 (continued) The Supervisory Committee convened its fifth meeting of year 2003 on 29 October 2003 in Guangzhou. The supervisors approved the Proposals on the Company’ s Investment in.Huilai Wind Power Plan and Shanwei Power Plant (Phase I) raised by the Board of Directors. The Supervisory Committee convened its sixth meeting of year 2003 on 29 December 2003 in Guangzhou. The supervisors discussed and approved the Proposal on the Trusteeship of No.5 Generator of Maoming Ruineng to Maoming Thermal Power Plant raised by the Board of Directors. The Supervisors have assessed and monitored the operation of the Company during all the above meetings and considered the control system of the Company was efficient and the operation of the Company was prudent and compliant with relevant laws and regulations. In addition, the supervisors has enhanced the control on the daily operation by the monitoring control and the internal audit. They have enhanced the monitoring and supervision on the power of the senior management by attending the general meeting of the management and performing the audit procedures when there was resignation of the senior management. (2) Independent Opinion from the Supervisory Committee i. In accordance with relevant laws and regulations, as well as the Articles of Association, the Supervisory Committee exerted supervisions on the convening procedures and resolutions of Board of Directors’meetings and shareholders’meetings, the Board of Director’ s execution for the resolutions passed by shareholders’meetings, the performance of the Company’ s senior management, and the management system of the Company. The Supervisory Committee is of the opinion that during the reporting period, the operation of the Company and its decision-making procedures were noted legally, the system of internal controls was improved, and no illegal or improper activities in violation of the Company’ s Articles of Association and the interests of the Company and the shareholders by the Directors or General Manager were noted. ii In the Supervisory Committee’ s opinion, the auditor’ s reports with unqualified 15 opinion issued by Pan-China Certified Public Accountants and PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. are true and fair, while the financial statements are a true reflection of the Company’ s financial status and operating results iii The latest capital proceeding was the A share issuance on 28 March 2001 amounting to RMB 84,000,000 for the acquisition of Shajiao A Power Plant’ s 2×600 MW generator (Phrase II). The actual injection in the project was consistent with the commitment. iv The Company had no significant acquisition or sale of assets in the reporting period. v The Supervisory Committee is of the opinion that related party transactions were conducted fairly and reasonably in the reporting period, the decision-making and information disclosure procedures was standardized, therefore, no activities that impair the interest of the listed company were incurred. 8. Report of the Supervisory Committee (Continued) (3) Assessment on the Company’ s operation and financial position In 2003, the Group’ s total electricity generation volume amounted to 19,057 million KWH, achieving 108.85% of the planned annual power generation of 17,508 million KWH, and an increase of 14.07% as compared to 16,706 million KWH of 2002. The Company has got a better operation result than that of year 2002 by increasing the generation volume on the premise of a safety operation, and enhancing the budge and cost control, though the on-grid electricity price has been substantively adjusted down and cost of fuel has increased greatly compared to those of 2002. According to the audit report issued by PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd., the Group’ s total assets amounted to RMB12.590 billion in 2003, the total sales amounted to RMB 5.996 billion. The net profit was RMB1.164 billion. Earnings per share was RMB0.44.. The Company has got a satisfactory operating result in current year. (4) Work Plan for 2004 i To enhance the supervision by improvement of the Supervisory Committee according to the governance standards of listed company and the relevant requirements by the Securities Regulatory Commission ii To attend the General Shareholders’Meeting actively and be present on the board meetings, and to carry out the responsibilities seriously. iii To convene the supervisory meetings periodically and take part in the supervision on the Company’ s operation in order to protect the interests of the shareholders. iv To arrange the supervisors to take part in the supervisory training organized by the relevant organizations so as to enhance their sense of legal responsibilities and improve their supervisory quality. v To perform field inspection to the power plants of the Group. Chairman of the Supervisory Committee : Yang Xuanxing 9. Financial statements 9.1 Audit opinion The financial statements of 2003 has been audited by PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd, and unqualified opinion was expressed in the international auditor’ s report. 16 9.2 Consolidated income statement, consolidated balance sheet, and consolidated cash flow statement. GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2003 (All amounts in Rmb thousands, except for earnings per share data) 2003 2002 Operating revenue, net 5,996,285 5,586,730 Operating costs: Fuel (2,269,656) (1,956,785) Repair and maintenance (332,659) (326,954) Depreciation (686,638) (673,492) Staff costs (459,378) (289,366) Administrative expenses (178,942) (167,935) Others (40,382) (92,776) Total operating costs (3,967,655) (3,507,308) Profit from operations 2,028,630 2,079,422 Other income, net 51,023 19,147 Finance costs, net (103,966) (125,587) Share of results of associates before tax 1,492 3,870 Profit before tax 1,977,179 1,976,852 Income tax expense (594,028) (557,648) Profit after tax 1,383,151 1,419,204 Minority interests (219,484) (239,458) Net profit 1,163,667 1,179,746 Earnings per share - Basic Rmb0.44 Rmb0.44 - Diluted N/A N/A 17 GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD. AND SUSBSIDIARIES CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2003 (All amounts in Rmb thousands) 2003 2002 ASSETS Non-current assets Property, plant and equipment, net 7,602,956 7,435,992 Land use rights 316,564 309,611 Intangible assets 347,594 396,650 Investments in associates 257,101 23,760 Loans to associates and available -for-sale investments 76,115 9,322 Available-for-sale investments 76,982 67,998 Deferred tax assets 35,972 11,990 Deferred staff costs 61,310 94,509 Long-term prepayment for coal purchase 180,000 120,000 8,954,594 8,469,832 Current assets Materials and supplies 234,610 301,995 Trade receivables 835,331 506,779 Prepayments and other receivables 33,719 36,301 Due from related companies 22,540 21,413 Short-term bank deposits 314,845 280,000 Cash and cash equivalents 2,194,654 2,256,546 3,635,699 3,403,034 Total assets 12,590,293 11,872,866 EQUITY AND LIABILITIES Capital and reserves Shareholders’equity 2,659,404 2,659,404 Reserves 5,290,070 4,738,066 7,949,474 7,397,470 Minority interests 1,811,090 1,568,212 Non-current liabilities Borrowings 1,473,780 1,578,500 Early retirement obligation 77,031 - 1,550,811 1,578,500 Current liabilities Trade payables 45,698 20,225 Borrowings 283,360 525,000 Taxes payable 283,009 269,682 Other payables and accruals 275,080 274,622 Due to related companies 391,771 239,155 1,278,918 1,328,684 Total equity and liabilities 12,590,293 11,872,866 18 GUANGDONG ELECTRIC POWER DEVELOPMENT CO., LTD. AND SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2003 (All amounts in Rmb thousands) 2003 2002 Cash flows from operating activities: Cash generated from operations 2,749,255 3,275,324 Interest paid (103,966) (125,587) Income tax paid (636,198) (557,046) Net cash from operating activities 2,009,091 2,592,691 Cash flows from investing activities: Acquisition of additional equity interest in subsidiaries - (522,568) Proceeds from disposal of property, plant and equipment - 1,020 Purchase of property, plant and equipment (847,870) (611,600) Purchase of intangible assets - (218) Purchase of land use rights (14,990) (34,519) Interest received 29,257 28,333 Investment in associates (243,460) - Dividends received from associates 2,095 4,227 Dividends received from available -for-sale investments 3,983 5,944 Loans to associates made (68,479) - Loan repayments received 1,686 5,037 Net cash used in investing activities (1,137,778) (1,124,344) Cash flows from financing activities: (Repayments of )/proceeds from borrowings (346,360) 21,020 Dividends paid to group shareholders (611,663) (585,069) Dividends paid to minority shareholders (189,169) (278,189) Contribution from minority shareholders 213,987 22,057 Net cash used in financing activities (933,205) (820,181) Net (decrease)/increase in cash and cash equivalents (61,892) 648,166 Cash and cash equivalents at beginning of year 2,256,546 1,608,380 Cash and cash equivalents at end of year 2,194,654 2,256,546 19 9. Financial report (Continued) 9.3 The accounting policy, accounting estimation and accounting method were consistent with those of the last year. 9.4 The scope of consolidation of the financial statements is the same as that of the consolidated financial statements for the year ended 31 December 2002. The Board of Directors Guangdong Electric Power Development Co., Ltd. 8 April 2004 20