粤电力Ａ(000539)粤电力Ｂ2005年年度报告摘要（英文）

Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Stock abbreviation:GYue Dian Li A, Yue Dian Li B stock Code：000539、200539 Announcement No.:2006-010 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. §1 Important notes 1.1 1.1 The Board of Directors , Supervisory Committee ,Directors, Supervisors and Senior Executives of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. The summary of this annual report is selected from the annual report. If investors intend to know the detailed contents, they should read the full text of the annual report. 1.2 No director, Supervisors and Senior Executives declares inability to warrant or objection to the authenticity, accuracy and completeness of the content of the annual report. 1.3 The directors absent the Board of directors Meeting: Name of director not Reason for not attending the meeting Name of proxy present Hong Rongkun On business Liu Qian Li Zhuoxian On business Liu Qian Lao Qiongjuan On business Liu Luoshou Wang Jun On business Song Xianzhong 1.4 Both Deloitte Touche Tohmatus Certified Public Accountants Co., Ltd. and PricewaterhouseCooperZhongTian CPAs Co., Ltd,(“PricewaterhouseCoopers”)have issued auditors’s report with unqualified opinion for Company. 1.5 Chairman of the Board of Directors Pan Li, General Manager Liu Luoshou and Finance Department Manager Liu Xuemao represent and warrant the financial and accounting report in the annual report is true and complete. §2 Basic Information 2.1 Basic Information Stock abbreviation Yue Dian Li A, Yue Dian Li B Stock code 000539、200539 Stock exchange for Shenzhen Stock Exchange listing Registered address Registered address: 23-26/F Yuedian Plaza, No.2 Tianhe Road East , and business address Guangzhou,Guangdong Province. 2-36 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Business address: 23-26/F Yuedian Plaza, No.2 Tianhe Road East , Guangzhou,Guangdong Province. Zip code of Registered address :510630 Zip code Zip code f Business address: 510630 Website www.ged.com.cn E-mail ged@ged.com.cn 2.2 Contact person and contact manner Board secretary Securities Affair Representative Name Li Xiaoqing Liang Jiangyong 26/F Yuedian Plaza, South Tower, No.226/F Yuedian Plaza, South Tower, No.2 Contact address Tianhe Road East , Guangzhou,Guangdong Tianhe Road East , Guangzhou,Guangdong Province. Province. Tel （020）87570276 （020）87570251 Fax （020）85138084 （020）85138084 E-mail lixq@ged.com.cn ljy@ged.com.cn §3 Highlights of Accounting Data and Financial Indicators 3.1 Main accounting data Unit: RMB’000 2005 2004 Increase/decrease (%) 2003 Key Operating 8,317,366 7,150,811 16.31% 6,029,014 Income Total Profit 1,378,630 1,616,274 -14.70% 1,934,827 776,367 Net Profit 936,729 -17.11% 1,127,360 Net profit after deducting 783,342 933,512 -16.08% 1,149,395 non-recurring gains and losses Net cash flow from 1,610,808 62.96% 2,009,091 operating activities 2,621,999 End of 2004 End of 2003 End of 2005 Increase/decrease (%) Total assets 17,192,624 13,543,508 26,94% 12,547,943 Shareholders' equity 8,463,649 8,165,975 5.85% 7,894,096 3.2 Main financial indicators Unit:RMB 2005 2004 Increase/decrease (%) 2003 Earnings per share 0.29 0.35 -17.14% 0.42 Earnings per share 0.29 0.35 -17.14% 0.42 （Note） Return on net assets 9 11 -18% 15 Return on net assets 9.25% 11.42% -19.00% 14.56% calculated based on net 2-37 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. profit after deducting non-recurring gains and losses (%) Net cash flows per share 0.99 0.60 65% 0.76 from operating activities End of 2004 End of 2003 End of 2005 Increase/decrease (%) Net assets per share 3.18 3.07 3.58% 2.97 Net assets per share 3.18 3.07 3.58% 2.97 after adjustment Note: The earnings per share calculated based on new share capital if the share capital of the Company changed in the period from the end of the report period to the date of report disclosure. Items of non-recurring gains and losses √ Applicable □ Not applicable Unit: RMB’000 Items of non-recurring Amount gains and losses Investment 1,359 Non-Operating 2,615 Total 3,974 3.3 Difference of domestic and foreign accounting standards √ Applicable□ Not applicable Unit: RMB’000 Domestic accounting standards Overseas（international）accounting standards Net profit 720,222 776,367 Reconciliation between PRC GAAP and IFRS: Amortisation of deferred staff costs, amounted to -10,218; Amortisation of land use right, amounted to -3,171; Utilisation of early retirement obligation, amounted to 16,342; Provision of Statutory public welfare fund, amounted to -8,951; Amortization of difference between investment cost and Notes to difference share of net assets, amounted to 13,623; Difference ofinterest capitalisation, amounted to 105,600; Amortization of pre-operating expense, amounted to -80,575; Deferred tax, amounted to 26,763; Others, amounted to -3267. §4 Particulars about the Changes in Share Capital and Shareholders 4.1 Statement of changes in shares Unit:Shares Before this change Increase or decrease After this change this time (+/-) Quantity Proportion (%) Subtotal Quantity Proportion (%) I. 1,602,587,942 60.26% 0 1,602,587,942 60.26% Non-negoti able shares 1. 1,553,175,000 58.40% 0 1,553,175,000 58.40% Promoter's shares Of which:1,333,800,000 50.15% 0 1,333,800,000 50.15% State-owne 2-38 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. d shares Domestic 219,375,000 8.25% 0 219,375,000 8.25% corporate shares Overseas 0 0.00% 0 0 0.00% corporate shares Others 0 0.00% 0 0 0.00% 2. Raised49,412,942 1.86% 0 49,412,942 1.86% corporate shares 3. Staff0 0.00% 0 0 0.00% shares 4. 0 0.00% 0 0 0.00% Preferred shares or others II. 1,056,816,058 39.74% 0 1,056,816,058 39.74% Negotiable shares 1. RMB391,462,980 14.72% 0 391,462,980 14.72% common shares 2. 665,340,000 25.02% 0 665,340,000 25.02% Domestical ly listed foreign-ca pital shares 3. 0 0.00% 0 0 0.00% Overseas listed foreign-ca pital shares 4. Others 13,078 0.00% 0 13,078 0.00% III Total 2,659,404,000 100.00% 0 2,659,404,000 100.00% shares 4.2 Particulars about the shareholding of the top ten shareholders Unit: shares Total number of 115,131 shareholders Particulars about the shareholding of the top ten shareholders Quantity of Quantity of Name of shareholder Shareholding Quantity of shares Nature of shareholder non-negotiable shares Pledge (full name) ratio (%) held held dorfrozen shares Guangdong Yuedian State-owned 50.15% 1,333,800,000 1,333,800,000 Group Co., Ltd. shareholder China Xinda Asset State-owned 3.30% 87,750,000 87,750,000 Management Co. shareholder Guangdong Electric 3.20% 85,082,400 85,082,400 State-owned Power Development shareholder Co., Ltd. CMBLSA RE FTIF Foreign 1.80% 47,957,024 TEMPLETON ASIAN GRWshareholder 2-39 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. FD GTI 5496 Guangdong 1.65% 43,875,000 43,875,000 Guangkong Group Co., Ltd. Naito Securities Foreign 0.96% 25,547,597 Co., Ltd. shareholder TOYO SECURITIES 0.72% 19,250,088 Foreign ASIA LIMITED-A/C shareholder CLIENT TEMPLETON WORLD Foreign 0.61% 16,090,315 FUND,INC. shareholder 102 Portfolio of 0.56% 14,974,756 National Social Security Fund AIZAWA SECURITIES Foreign 0.53% 14,083,575 CO., LTD shareholder Particulars about the shareholding of the top ten shareholders holding negotiable shares Name of shareholder Quantity of negotiable shares held Type of share CMBLSA RE FTIF TEMPLETON ASIAN Domestically listed foreign investment 47,957,024 shares GRW FD GTI 5496 Domestically listed foreign investment Naito Securities Co., Ltd. 25,547,597 shares TOYO SECURITIES ASIA LIMITED-A/C Domestically listed foreign investment 19,250,088 shares CLIENT Domestically listed foreign investment TEMPLETON WORLD FUND,INC. 16,090,315 shares 102 Portfolio of National Social 14,974,756 Common shares Security Fund Domestically listed foreign investment AIZAWA SECURITIES CO.,LTD 14,083,575 shares Yulong Secturities Investment 13,172,194 Common shares Fund JPMBLSA RE FTIF TEMPLETON CHINA Domestically listed foreign investment 12,829,676 shares FUND GTI 5497 108 Portfolio of National Social 11,658,178 Common shares Security Fund Domestically listed foreign investment TEMPLETON DRAGON FUND,INC. 11,270,600 shares Guangdong Electric Power Development Co., Ltd.the third of the top 10 The relationship and consistent of shareholders, is a subsidiary of Yuedian Group, Which is the No.1 above shareholders shareholder; its is unknown whether relationship exists between other shareholders. 4.3 Introduction of the controlling shareholder and actual controller 4.3.1 Change of the controlling shareholder and actual controller □ Applicable√Not applicable 4.3.2 Particulars about the controlling shareholder and other actual controller Yuedian Group Co., Ltd. Holding 50.15 shares of the Company and is the major shareholder of the Company. Pursuant to the Business License issued by the Guangdong Commercial Bureau, 2-40 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Yuedian Group is a wholly state-owned limited Company. Its registered capital is RMB 120,000,000,000 and its registered address is 33-36/F Yuedian Plaza, No.2 Tianhe Road East , Guangzhou,Guangdong Province.Its legal representative is Mr. Pan Li. Its is mainly engaged in management of power plants and power generation assets; construction of power plants; sales of electricity; 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). 4.3.3 The chart of the shareholding relationship between the Company and its related cortrol parties: Guangdong Yuedian Group Co., Ltd. Guangdong Yudean Group Co Ltd 100% 50.15% Guangdong electric power Development Co., Ltd. 3.20% The Company §5 Directors, Supervisors and senior Executives 5.1 Change of shareholdings of Directors, supervisors and senior Executives During the whether reported their period, the remunerati total on was No of No of remunerati received shares on of from shares held at Reasons directors in-service Name Title Sex Age Term of office held at the of change was the the end of approxima company beginnin year tely(afterta of the g of year x,rmb’000 sharehold 0 er or other related parties Pan Li Chairman of the Male 51 From April 29,2005 on 0 0 0.00Yes 2-41 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Board of Directors Deputy Liu Qian chairman of the Male 51 From April 29,2005 on 0 0 0.00Yes Board Hong Director Male 48 From April 29,2005 on 0 0 0.00Yes Rongkun Li From April 29,2005 to Director Male 43 0 0 0.00Yes Zhuoxian now Liu DirectorGener From April 29,2005 to Male 54 0 0 31.00No Luoshou al Manager now Gao From April 29,2005 to Director Male 48 0 0 0.00Yes Shiqiang now Yang From April 29,2005 to Director Male 40 0 0 0.00Yes Xuanxing now Yao From April 29,2005 to Director Male 41 0 0 26.00No Jiheng now Lao Femal From April 29,2005 to Qiongjua Director 51 0 0 0.00Yes e now n Zhou From April 29,2005 to Director Male 41 0 0 0.00Yes Xiaoping now Independent From April 29,2005 to Wang Jun Male 47 0 0 6.40No director now Song Independent From April 29,2005 to Xianzhon Male 42 2,750 2,750 6.40No director now g Cheng Independent Femal From April 29,2005 to 52 0 0 6.40No Xinxin director e now Zhu Independenet From April 29,2005 to Male 43 0 0 6.40No Baohe director now Sha Independent From April 29,2005 to Male 45 0 0 6.40No Qilin director now Chairman of the Tian From April 29,2005 to Supervisory Male 50 0 0 0.00Yes Yanjun Committee now Zhang Femal From April 29,2005 to Supervisor 36 0 0 0.00Yes Hongmei e now Yang Independent From April 29,2005 to Male 43 0 0 2.40No Songcai supervisor now Liang Independent From April 29,2005 to Male 38 0 0 2.40No Ruyue Supervisor now Lin Employee From April 29,2005 to Male 37 3,000 3,000 13.80No Weifeng Supervisor now Chen Employee From April 29,2005 to Male 46 0 0 13.00No Chuyang Supervisor now Xu Vice-General From April 29,2005 to Male 50 0 0 25.30No Peijin Manager now Luo Vice-General From April 29,2005 to Male 38 1,128 1,128 21.50No Zhiheng Manager now Li Board secretary Femal 34 From April 29,2005 to 0 0 16.80No 2-42 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Xiaoqing e now Liu Finance Femal From April 29,2005 to 50 0 0 17.00No Xuemao manager e now Total - - - - 6,878 6,878 201.20 - §6 Report of the Board of Directors 6.1 Discussion and analysis of the overall operation status In 2005, the economy of Guangdong enjoyed continuous and rapid growth and power was in continuous short supply so that the Company's task of power generation was hard. The planned electric power output of the year was 24.527 billion kwh, an increase of 14% year on year. The average time of power generation was about 7000 hours in the year. Meanwhile, some coal mines in the province were closed down. Coal resource and transport capacity were in shortage. The quality of coal was unsteady and coal price was still on the high level. All these brought great difficulties to the operation and management of the Company. Facing difficult situation, the Company accurately analyzed the situation and strengthened management with rich experience in production management and according to the actual production condition of subsidiary power plants, stood trial and realized the steady growth of power generation through a series of effective measures including strengthening fuel purchase management and unit overhaul and maintenance and promoting safety management innovation and technical renovation. In 2005, the accumulative power output and on-grid electricity volume of the Company was 24.374 billion kwh and 22.763 billion kwh respectively, a respective year-on-year increase of 11.36% and 11.28%. On equity basis, the accumulative power output and on-grid electricity volume of the Company was 19.419 billion kwh and 18.159 billion kwh，respectively, a respective year-on-year increase of 8.6% and 8.52%. In 2005, the price of coal and transportation was kept on high level. The average unit price of standard coal transported to the Company rose by 15% year on year. The profit margin of the Company further reduced. Facing the above-mentioned operation pressure, the Company strengthened cost control through realization of overall budget management, realized steady and efficient power generation through enhancing the generating efficiency of existing units, made all-out efforts to promote the progress of projects under construction and tried to realize early start of production and early profit making. Through efforts, the Company obtained the operating results including generally good financial position, asset value preservation and increase and continuous growth of income from main operation. As of the end of 2005, the total assets and net assets of the Company were RMB 16.993 billion and RMB 8.378 billion, a respective increase of 24.99% and 3.37% year on year. The income from main operation and net profit of the Company were RMB8.317 billion and RMB 0.72 billion respectively, a respective increase of % 16.05 and-24.05 % year on year. The earnings per share calculated based on total share capital of 2659.404 million shares were RMB0.271 . As of the end of 2005, the Company owned 8 projects that started production with controllable installed capacity of 3.595 million kw, 9 projects under construction with controllable installed capacity of 3.46 million kw and 8 projects under development with controllable installed capacity of 5.79 million kw. The capacity of projects under construction and development is 2.57 times of that of the projects in production. The projects under construction and reserved projects with big scale, large capacity, high parameters and high efficiency laid solid foundation for the continuous development of the Company. The Company focused on power source structure adjustment, optimized the development of efficient thermal power, vigorously developed hydropower and actively developed various new energies including wind power, natural gas, oil shale and Ori oil. At present, the construction of two LNG power plants under construction (Huizhou and Shenzhen Front Bay) and previously developed 2-43 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. projects including Zhanjiang wind power, Nanao wind power and Yunnan hydropower is being accelerated. The development and utilization of a wide variety of energy contributes to risk spreading and improvement of economic results. Meanwhile, the Company has seized critical opportunities when power generation with new energy is in the initial stage in China. The great space of market growth will provide good development opportunities to the Company. Focusing on electric power and based on energy, the Company steadily developed relevant industries. The result of coal-power joint operation and mine-power joint operation through cooperative development was remarkable. Yuedian Shipping Co., Ltd. and Shanxi Energy Co., Ltd. were successfully established. The risk-resisting ability and competitiveness of the Company were further enhanced. The Company is one of the eighth group of listed companies participating in share holding structure reform. Under the strong support of shareholders, the Company found accurate positioning, resolutely made decisions, elaborately made arrangement and spared no efforts to complete share holding structure reform. After four stages, i.e., mobilization and preparation, design and formulation of plan, extensive communication with investors and holding shareholders' meeting concerning A shares for examination and voting, the Company's plan for share holding structure reform was voted through. Meanwhile, the Company strengthened the communication with investors, further established trust-based and smooth communication channels, improved investors' understanding of the Company and further bettered its corporate image by seizing the opportunity brought by share holding structure reform. With the implementation of the plan for share holding structure reform, the governance structure of the Company will be further improved. With the gradual settlement of system defects of capital market, good external development space will be provided to the Company. In 2006, the situation of electric power shortage will still exist and the task of safe production will be hard. It will still be difficult to change high price of fuel and transportation and cost pressure will still be heavy. For this reason, we will continue to regard giving handsome return to shareholders as our duty, make efforts to overcome the influence of many unfavorable factors including continuous short supply and high price of coal for power generation, ensure good profitability of key business, establish persistently effective mechanism for economization and intensive management, strengthen cost control and project development and continue to keep the good situation of sustainable development of key business under which a group of projects are put into production while another group of projects are under construction or development. We will also make full use of the capital operation platform of the Company, widen field of cooperation, innovate development mode, make redoubled efforts to innovate company mechanism, gradually establish equity stimulation system for the management of the Company and excite the internal motive force for the development of the Company after share holding structure reform. 6.2 Table of the status of key business in terms of line of business or product Unit: RMB'000 the status of key business in terms of line of business In terms of Increase/decre line of Income from Cost of key Gross profit Increase/decrease Increase/decrease ase of gross business or key business business rate (%) of income (%) of cost (%) profit rate (%) product Electricity, Steam, Hydrotherm 8,317,365.8 6,321,224.5 23.53% 16.31% 24.36% -3.73% al water industry 2-44 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. The status of key business in terms of line of product Electricity 8,317,365.8 6,319,211.8 24.02% 16.31% 24.37% -4.92% 6.3 The status of key business in terms of areas Unit: RMB'000 Area Income from key business Increase/decrease of income (%) Guangdong 8,317,365.8 16.31% Province 6.4 Raised funds use □applicable√not applicable Change Item □applicable√not applicable 6.5 Investment projects utilizing non-raised funds: √applicable□not applicable Unit:RMB’000 Project name Project amount Project progress Income from project It was officially put into #11 unit of Shaoguan 0.00 commercial operation on July 22, Power Plant 2005. # 6 unit of Mei County 0.00It has passed trial run. Power Plant The installation of steel structure of boiler has been completed. The This project is in the period of # 6 unit of Maoming installation of air preheater has 0.00 basic construction and has not Thermal Power Plant been completed by 50%. This unit made profit. is expected to be put into production in 2006. The overall progress of the project is 26.07%. Of which: The progress This project is in the period of Project of Huilai Power 704,880.0 of #1 unit, #2 and public system is basic construction and has not Plant 30.33%, 23.57% and 24.58% made profit. respectively. Desulfuration project of Civil work has been completed by This project is in the period of 1# - 4# unit of Shajiao A 70,310.0 80% and installation work has basic construction and has not Power Plant been completed by 45%. made profit. The investment plan for the year has been completed by 91.11%. #1 This project is in the period of Huizhou LNG Power 72,678.3 unit and #2 unit of this project are basic construction and has not Plant expected to be put into production made profit. in 2006. The investment plan for the year has been completed by 109.02%. This project is in the period of Project of Front Bay LNG 167,672.6 #1 unit and #2 unit of this project basic construction and has not Power Plant are expected to be put into made profit. production in 2006. 2-45 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. The investment plan for the year has been completed by 87.96%. #1 This project is in the period of Project of Zhanjiang Ori 118,970.3 unit and #2 unit of this project are basic construction and has not Oil Power Plant expected to be put into production made profit. in 2006. The investment plan for the year has been completed by 105.83%. This project is in the period of Project of Guizhou 45,403.8 #1 unit and #2 unit of this project basic construction and has not Pannan Power Plant are expected to be put into made profit. production in 2006. The investment plan for the year has been completed by 105.83%. This project is in the period of Project of Shanwei Power 56,401.3 #1 unit and #2 unit of this project basic construction and has not Plant are expected to be put into made profit. production in 2006. This project is in the initial stage Shibei Mountain wind It is expected to be fully put into 0.00 of production. No profit was power project production in 2006 distributed in 2005. The investment plan for the year has been completed by 108.28%. The company has purchased a The business of this company has Guangdong Yuedian secondhand ship which has been 64,967.5 just started and has not distributed Shipping Co., Ltd. put into operation. The proportion profit for the time being. of the Company's equity participation has been enhanced to 35% through equity acquisition. The establishment of 13 branches of the company has been approved. Of which, 8 branches The business of this company has Sunshine Property have been approved to open. The 206,000.0 just started and has not distributed Insurance Co., Ltd. establishment of 54 agencies of profit for the time being. level-3 and level-4 has been approved. 19 agencies have been approved to open. The investment plan for the year has been completed by 520% The project company is mainly due to the increase of the developing and integrating the Yunnan Lincang Company's investment in the 25,480.0 small and medium-sized hydropower project project company. The project hydropower plants in Yunnan company is carrying out the Province and has not made profit. preparatory work for hydropower plant acquisition and development. Other projects in initial The investment plan for the year These projects are in initial stage 27,990.0 stage has been completed by 147.32%. and have not made profit. Total 1,560,753.8 - - 6.6 Explanation of the board of directors to the "nonstandard opinions" □ applicable√ not applicable 6.7 The preplan of the board of directors for profit distribution or capitalization of capital common reserve fund √ applicable □not applicable The profit distribution preplan made by the board of directors according to the the Company's operating results in 2005 and future development demand is as follows: 10% of net profit of the Company (RMB 720.22 million), i.e., RMB 72.022 million, is to be allocated for statutory surplus reserve and 5% thereof, i.e., RMB 36.011 million, is to be allocated for statutory public welfare fund. With the undistributed profit of RMB 306.58 million carried 2-46 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. forward from the previous year being added, the total profit available for distribution to shareholders is RMB 918.7670 million. (The total amount of profit available for distribution to shareholders audited overseas is RMB 955.1380 million). It is suggested to allocate 25% of net profit, i.e., RMB 180.055 million, for discretionary surplus reserve fund. Board of Directors proposed the following plan for dividends: RMB 0.18(inclusive tax)per share for A shares and RMB 0.18 per share for B shares. The Company made profit in the report period but did not make cash profit distribution preplan. □ applicable√ not applicable §7 Significant Events .1 Purchase of assets □applicable√ applicable 7.2 Sales of assets □applicable√not applicable 7.3 Significant guarantees √applicable□not applicable Unit:RMB’000 Particulars about the external guarantee of the Company(Barring the guarantee for the controlling subsidiaries) Name of Guarantee for the Complete Amount of Guarantee Guarantee related company Date of happening Implementati guarantee Type term party(Yes or guarantee on or not not) d Total amount of guarantee in the report 0.00 period Total balance of guarantee at the end 0.00 of the report period Guarantee of the Company for the controlling subsidiaries Total amount of guarantee for controlling subsidiaries in the report 0.00 period Total balance of guarantee for controlling subsidiaries at the end of 113,000.0 the report period Particulars about the external guarantee of the company 2-47 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Total amount of guarantee 113,000.0 The proportion of the total amount of guarantee in the net assets of the 1.35% company Of which: The amount of guarantee provided to shareholders, actual controller and its related 0.00 parties The amount of debt guarantees directly or indirectly provided to the object of guarantee 0.00 whose assets-liabilities ratio exceeds 70% The amount of guarantee that exceeds 50% of 0.00 net assets Total amount of the above three guarantees 0.00 7.4 Significant related transactions 7.4.1 Related purchase and sale √applicable□not applicable Unit:RMB’000 Sales and service to related parties Purchase and service from related parties Related party Amount Proportion Amount Proportion Guangdong 0.00 0.00% 3,469,850.4 71.15% Yuedian Group Co., Ltd. Maoming Thermal 0.00 0.00% 27,334.4 100.00% Power Plant Shaoguan Electric 0.00 0.00% 739,608.1 15.17% power Plant , Shaoguan Power plant D and Shaoguan No.9 Generator Co., Ltd. Shaoguan Electric 0.00 0.00% 33,081.6 91.61% power Plant , Shaoguan Power plant D and Shaoguan No.9 Generator Co., Ltd. Shaoguan Power 8,625.8 73.73% 0.00 0.00% plant D and Shaoguan No.9 Generator Co., Ltd. Guangdong Yudean 0.00 0.00% Real estate 4,173.1 30.27% investment Ltd. Co Total 8,625.8 0.00% 4,274,047.6 86.91% Of which: The total amount of product sales or rendering of services of the Company to its controlling 2-48 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. shareholder and subsidiaries was RMB0.00 million in the report period. 7.4.2 Related credits and liabilities current √applicable□not applicable Unit:RMB’000 Related parties supplied funds to Supply funds to related parties Related parties the Company Occurred amount Balance Occurred amount Balance Guangdong Yuedian Group 0.00 0.00 700,000.0 700,000.0 Co., Ltd. Total 0.00 0.00 700,000.0 700,000.0 Of which: In report period, the capital amount the listed company provided to controlling shareholder and its subsidiaries was RMB0.00 million and the balance was RMB 0.00 million. The capital occupation and refundment √applicablenot □applicable According to agreement on changes of shares with Guangdong TianNeng Investment Co. Ltd, the Company received 5% shares of Guangdong Yudean Shipping Co. Ltd. Total purchase amount to was 4.9675 million. The purchase of share will be recorded into long-term equity investment after the completion of related procedures. Whether the debt settlement plan can ensure the thorough settlement of fund occupation problem before the end of 2006 □applicable√not applicable 7.5 Entrusted assets management □applicable√not applicable 7.6 Performance of commitments Implementation commitments 7.6.1 Commitments Item of shares change 1.Commitment Item Guangdong Yuedian Group Co., Ltd., the controlling shareholder of the Company, made the following commitments in the Company's Plan for Share Holding Structure Reform: (1) The shares of the Company held by it will not be listed, traded or assigned within 3 years from the date of obtaining the right of listing and negotiation. The shares purchased by Yuedian Group when implementing the plan for share purchase will not be restricted by this commitment. (2) To make the following proposal for dividend distribution to the shareholders' general meeting 2-49 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. of the Company: Not lower than 50% of the distributable profit for the current year will be distributed as cash dividends in 2005 - 2007. It also guarantees to cast affirmative vote to this proposal at the time of voting at the shareholders' general meeting. (3) Under the premise of obtaining the exemption of tender offer obligation given by CSRC, if the P/E of the Company (market price divided by the audited earnings per share for the previous year) is not higher than 13 times, it will have the right to purchase the A shares of the Company with the cash dividends distributed by the Company to Yuedian Group in 2005 to 2007 within 3 months after cash dividends are available for use each year (the balance of funds after purchase will be carried forward for use). The total quantity of A shares thus purchased will not exceed 10% of the total shares of the Company. Within 6 months after the completion of share purchase plan each time, Yuedian Group will not sell the shares purchased and will perform relevant information disclosure obligation. (4) It will bear all expenses relating to this share holding structure reform. (5) To advance the consideration to be paid for obtaining the right of listing and negotiation of the non-negotiable shares held by the shareholders holding non-negotiable shares who do not expressly agree to participate in this share holding structure reform one day before the holding of relevant shareholders' meeting for this share holding structure reform and those who are unable to make the arrangement of consideration payment due to dispute over title, pledge or freezing of equity. (6) To actively promote equity stimulation to the management according to relevant policies and regulations and subject to the approval by relevant department after the completion of this share holding structure reform. 2.Commitment Implementation As of the date of disclosure of this report, the shares of the Company held by the original shareholders holding non-negotiable shares had been frozen, which will be unfrozen and can be traded and assigned from January 19, 2007. The status of performance of the special commitment made by Yuedian Group, the controlling shareholder of the Company, is as follows: Regarding commitment (1), the shares of the Company held by Yuedian Group have been frozen, which will be unfrozen and can be traded and assigned from January 19, 2009. Regarding commitment (2) and commitment (3), as the Company's plan for dividend distribution has not been implemented, Yuedian Group has not obtained cash dividends from the Company for the time being. Therefore, the conditions for fulfilling these two commitments are imperfect. Regarding commitment (4), Yuedian Group has borne all expenses of the Company's share holding structure reform as promised. Regarding commitment (5), Yuedian Group, as promised, has advanced the consideration to be paid for obtaining the right of listing and negotiation of the non-negotiable shares held by the shareholders holding non-negotiable shares who did not expressly agree to participate in this share holding structure reform one day before the holding of relevant shareholders' meeting for this share holding structure reform and those who were 2-50 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. unable to make the arrangement of consideration payment due to dispute over title, pledge or freezing of equity. Regarding commitment (6), Yuedian Group has actively promoted the research of equity stimulation to the management of the Company. Other commitments: 3. Breach of commitments □applicable√not applicable 7.6.2 Other 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 an amount of RMB 650 million at March 1, 2002. 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 Runeng. Before the rescission day, the disposition of the relevant equity interests should obtain the written consent by the creditor; (2) The Company was forbidder from any mortgage, pledge, retain or other guarantee on the direct or indirect equity interests held in Maoming Ruineng; (3) Except for requirement by law or regulation, the Company was forbidden form modifying the Articles of Association of Maoming Runeng without written consent by the creditor. The balance of borrowings in RMB 388 million AS AT 31 December 2005. 7.7 Significant litigation or arbitration □applicable√not applicable §8 Report of the Supervisor Committee √applicable□not applicable (I)Work of the supervisory committee in 2005 In 2005, the members of the supervisory committee attended 6 board meetings as non-voting delegates, attended 3 shareholders' general meetings,, i.e., 2005 年 annual shareholders' general meeting, provisional shareholders' general meeting and shareholders' meeting concerning A shares, and held 2 meetings of the supervisory committee. The particulars of the meetings of the supervisory committee are as follows: 2-51 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. The 1st meeting was held in Zhuhai on March 25, 2005. The meeting examined and adopted Work Report of the Supervisory Committee for 2004, Annual Report 2004 and Summary of Annual Report 2004, the Proposal for Amending the Articles of Association of the Company, the Proposal for Disposing of Losses on Assets in Previous Years, the Proposal for Writing Off Accounts Receivable from Baohua Company, the Proposal Concerning Daily Related Transactions of the Company and Controlled Subsidiaries, the Proposal for Nominating Candidates for Supervisors of the Fifth Supervisory Committee, the Proposal for Nominating Candidates for Independent Supervisors of the Fifth Supervisory Committee. The 2nd meeting was held in Dongguan on August 22, 2005. The meeting examined and adopted 2005 Semiannual Report and Summary of 2005 Semiannual Report of the Company. At the above meetings, the members of the supervisory committee seriously deliberated and supervised the status of operation of the Company according to law and held the opinion that the deliberation system of the Company was effective and the operating activities of the Company were steady and legal. In addition, the supervisory committee combined supervision with internal audit, strengthened daily supervision and management, improved internal control system and promoted the further improvement of financial work. (II) The independent opinions of the supervisory committee on the following matters 1. The supervisory committee effectively supervised the holding procedure and resolutions of board meetings and shareholders' general meetings, the status of implementation of the resolutions of shareholders' general meetings by the board of directors, the duty performance of senior executives of the Company and the management system of the Company according to relevant laws and regulations and Articles of Association of the Company. In its opinion, the Company followed the principle of honest and standardized operation, operated according to law, made decisions according to legal procedure and established sound internal control system in the report period. No act of directors and managers of the Company that violated laws and regulations and the Articles of Association of the Company or harmed the interests of the Company and shareholders was found when they performed their duties. (II) The independent opinions of the supervisory committee on the following matters 1. The supervisory committee effectively supervised the holding procedure and resolutions of board meetings and shareholders' general meetings, the status of implementation of the resolutions of shareholders' general meetings by the board of directors, the duty performance of senior executives of the Company and the management system of the Company according to relevant laws and regulations and Articles of Association of the Company. In its opinion, the Company followed the principle of honest and standardized operation, operated according to law, made decisions according to legal procedure and established sound internal control system in the report period. No act of directors and managers of the Company that violated laws and regulations and the Articles of 2-52 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Association of the Company or harmed the interests of the Company and shareholders was found when they performed their duties. 2. In the opinion of the supervisory committee, the financial affairs of the Company were handled strictly according to the financial management and internal control system of the Company. The standard unqualified audit opinions on the Company issued by Deloitte Touche Tohmatus Certified Public Accountants Co., Ltd. and PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd. were objective and fair and the financial report truly reflected the Company's financial position and operating results. 3.The Company did not issue new shares and derived securities in the previous three years by the end of the report period. 4.The commitments of the Company or shareholders holding over 5% equity of the Company in the report period.The Company neither acquired nor disposed of assets in the report period. 5. In the opinion of the supervisory committee, the related transactions occurred in 2005 were fair and reasonable, the decision making and information disclosure procedure was standardized and no act harmed the interests of the Company. (III)Appraisal of the operating status and financial position of the Company In 2005, the power output of the Company was 24.374 billion kwh, which is 99.38% of the planned power output for the year, i.e., 24.527 billion, and increased by 11.36% over 2004 (21.887 billion kwh). According to the Auditor's Report issued by Price Waterhouse Coopers Certified Public Accountants Co., Ltd., the total assets, sales income, net profit and earnings per share in the consolidated statements of the Company for 2005 are RMB 16.993billion, RMB 8.317 billion, RMB 0.72 billion and RMB 0.271 respectively. Under the grim situation of shortage of electric capacity and electricity quantity, continuous short supply of fuel and continuously high price of fuel and transportation, the Company improved fuel management, ensured the satisfaction of coal demand, innovated safety management, strengthened unit equipment renovation, overhaul and maintenance, guaranteed the safe and steady operation of unit and attained the goal of continuous growth of power generation. Meanwhile, the Company quickened the basic construction of the projects held by it, closely followed the construction of power source projects under construction partly held by it and actively organized and coordinated the development of projecs in initial stage. It actively developed clean energy and new energy so as to realize constant optimization of power source structure and steadily developed relevant industrial chain so as to further enhance its risk-resisting ability. The Company's plan for share holding structure reform was smoothly passed. Its corporate governance and corporate image were further improved. §9 Financial Report 9.1 Audit opinion Audit opinion：Standard unqualified audit opinions 2-53 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. 9.2 Financial Statements 9.2.1 Balance Sheet Note 2005 2004 Rmb‘000 Rmb‘000 ASSETS (Note 32) Non-current assets Property, plant and equipment 6 10,834,475 8,407,240 Leasehold land payments 7 331,487 310,793 Intangible assets 8 264,460 303,053 Investments in associates 9 1,752,183 1,240,671 Loans and receivables 10,30 15,559 38,800 Available-for-sale investments 11 281,502 75,502 Prepayments for investment in subsidiaries 12 4,150 108,120 Deferred tax assets 13 68,656 32,171 Deferred staff costs 14 40,873 51,091 Long-term prepayments for coal purchases 30 365,000 345,000 13,958,345 10,912,441 Current assets Materials and supplies 15 602,251 417,792 Loans and receivables 10,30 1,485,079 1,135,630 Short-term bank deposits 230,000 270,000 Cash and bank 28(b) 916,950 807,645 3,234,280 2,631,067 Total assets 17,192,625 13,543,508 EQUITY Capital and reserves attributable to equity holders of the Company Share capital 16 2,659,404 2,659,404 Other reserves 17 4,849,107 4,506,156 Retained earnings 955,138 1,000,415 8,463,649 8,165,975 Minority interest 2,083,629 1,996,548 Total equity 10,547,278 10,162,523 LIABILITIES Non-current liabilities Borrowings 18 2,024,060 1,504,740 Early retirement obligation 19 48,643 65,120 Deferred tax liabilities 13 9,722 - Deferred revenue 20 40,081 - 2,122,506 1,569,860 Current liabilities Trade payables 30 812,305 658,280 Taxes payable 337,178 306,101 Other payables and accruals 30 1,659,678 307,704 Borrowings 18 1,713,680 539,040 4,522,841 1,811,125 Total liabilities 6,645,347 3,380,985 2-54 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Total equity and liabilities 17,192,625 13,543,508 9.2.2 Profit and profit Distribution Statement Note 2005 2004 Rmb’000 Rmb’000 (Note 32) Operating revenue 21 8,277,999 7,115,657 Operating costs Fuel (4,782,995) (3,712,016) Repair and maintenance (301,629) (329,764) Depreciation and amortisation (773,013) (717,610) Staff costs 23 (587,729) (379,535) Administrative expenses (271,665) (206,249) Others (97,522) (108,491) Total operating costs (6,814,553) (5,453,665) Other operating income, net 26,541 56,633 Operating profit 22 1,489,987 1,718,625 Finance costs 24 (102,792) (102,486) Share of results of associates 9 (8,566) 135 Profit before income tax 1,378,629 1,616,274 Income tax expense 25 (466,276) (465,805) Profit for the year 912,353 1,150,469 Attributable to: Equity holders of the Company 776,367 936,730 Minority interest 135,986 213,739 912,353 1,150,649 Earnings per share for profit attributable to the equity holders of the Company during the year - Basic 26 Rmb0.29 Rmb0.35 - Diluted 26 Dividends 27 478 664 9.2.3 Cash Flow Statement 2-55 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. Note 2005 2004 Rmb’000 Rmb’000 Cash flows from operating activities Cash generated from operations 28(a) 3,126,901 2,195,007 Interest paid (101,842) (102,486) Income tax paid (403,060) (481,713) Net cash generated from operating activities 2,621,999 1,610,808 Cash flows from investing activities Purchases of property, plant and equipment (2,924,535) (1,510,084) Proceeds from disposal of property, plant and equipment 57 574 Purchases of intangible assets (1,233) (5,488) Additional leasehold lands payment (29,825) (3,189) Additional investments in associates (520,558) (985,650) Additional available-for-sale investments (206,000) - Prepayments for investments in subsidiaries (4,150) (108,120) Interest received 9,469 32,360 Dividends received from associates 3,139 2,215 Dividends received from available-for-sale investments 3,222 4,966 Loans granted (45,404) (37,447) Loan repayments received 2,940 74,762 Net cash used in investing activities (3,712,878) (2,535,101) Cash flows from financing activities Proceeds from borrowings 1,693,960 286,640 Dividends paid to Company’s shareholders (478,693) (664,851) Dividends paid to minority interests (159,083) (200,505) Capital contribution from minority shareholders 98,000 116,000 Net cash generated from/(used in) financing activities 1,154,184 (462,716) Net increase/(decrease) in cash and cash equivalents 63,305 (1,387,009) Cash and cash equivalents at beginning of year 807,645 2,194,654 Cash and cash equivalents at end of year 28(b) 870,950 807,645 9.3 Compared with the annual report of the previous year, the change of accounting policies and accounting estimate and the correction of accounting errors did not occur in this report period. □ applicable√ not applicable 9.4 Content of significant accounting, amount of correction, reasons and its influence □ applicable√ not applicable 9.5 The consolidation scope of this report period remained unchanged compared with the annual report of the previous year. √applicable□ not applicable 2-56 Summary of 2005 Annual Report of of Guangdong Electric Power Development Co., Ltd. As compared with the annual report for the latest period, Maoming Zhenneng Thermal Power Co., Ltd. and Guangdong Yuedian Jinghai Power Generation Co., Ltd. of which the Company holds 51% equity were included in consolidation scope. 2-57