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粤高速B(200429)2007年年度报告摘要(英文版)

角木 上传于 2008-03-04 06:30
广东省高速公路发展股份有限公司 2007 年年度报告摘要 Guangdong Provincial Expressway Development Co., Ltd. Summary of 2007 Annual Report §1 Important Statement 1.1 The board of directors and directors of the Company hereby guarantees that there are no false records, 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. 1.2 No directors,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 annual report of this year is adopted by the seventh meeting of the fifth board of directors of the company. Director He Qiang did not present the meeting for other important duties, he authorized director Xiang Tiangui to make his votes. 1.4 Lixin Yangcheng Certified public Accountants audited the financial report of the Company for this Report period and issued standard unqualified auditor’s report. 1.5 Chairman of board of directors Mr.Zhou Yuming, General Manager of the Company Mr. Li Xiyuan and Chief Accountant of the Company Mr.Xiao Laijiu State:Financial Report in the report is true and complete. §2 Basic Information 2.1 Basic Information Stock abbreviation Guangdong Expressway A, Guangdong Expressway B Stock code 000429、200429 Stock exchange for listing Shenzhen Stock Exchange Registered address 85 Baiyun Road, Guangzhou, Guangdong Zip code 510100 1 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Business address 85 Baiyun Road, Guangzhou, Guangdong Zip code 510100 Website www.gpedcl.com E-mail ygs@gpedcl.com 2.2 Contact person and contact manner Board secretary Securities affair representative Name Zuo Jiang Qi Siyin Contact address 85 Baiyun Road, Guangzhou, Guangdong 85 Baiyun Road, Guangzhou, Guangdong Tel (020)83731365 (020)83731388-230 Fax (020)83731363 (020)83731384 zqb@gpedcl.com E-mail season508@163.com zuojiang22@yahoo.com.cn §3 Financial Highlights 3.1 Major accounting data Unit:RMB Changed Year 2007 Year 2006 over last Year 2005 year(%) Not Adjusted Not adjusted Adjusted Not adjusted adjusted 1,024,526,485 1,034,375,571.3 Operating profit 1,113,184,855.26 1,059,262,516.32 1,067,225,172.69 4.31% .09 5 578,798,838.9 Total profit 741,353,475.45 568,885,239.33 587,877,680.80 26.11% 584,449,425.59 8 Net profit attributable to 325,211,552.4 the shareholders 493,661,982.44 331,377,200.57 343,832,811.98 43.58% 324,126,015.40 7 of the listed company Net profit after deducting of non-recurring gain/loss 350,333,257.5 532,651,070.07 379,250,998.62 344,647,694.90 54.55% 312,064,946.78 attributable to 4 the shareholders of listed company Cash flow generated by 628,203,881.2 690,825,203.69 596,064,454.05 596,064,454.05 15.90% 628,203,881.22 business 2 operation, net 2 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Changed End of 2007 End of 2006 over last End of 2005 year(%) Not Adjusted Not adjusted Adjusted Not adjusted adjusted 6,801,082,456 6,011,127,431.1 Gross Assets 5,802,360,457.26 6,674,681,644.60 5,885,270,482.17 -1.41% .91 0 Shareholders’ equity 3,781,044,355 2,926,531,776.8 attributable to 3,324,552,209.45 3,910,675,820.07 3,044,600,244.17 9.20% .73 4 shareholders of the company 3.2 Major financial indices Unit:RMB Changed Year 2007 Year 2006 over last Year 2005 year(%) Not Adjusted Not adjusted Adjusted Not adjusted adjusted Basic gains per 0.39 0.2636 0.2735 42.60% 0.26 0.26 share Diluted gains 0.39 0.2636 0.2735 42.60% 0.26 0.26 per share Basic earning per share after deducting of 0.42 0.3017 0.2742 53.17% 0.28 0.25 non-recurring gains/losses Net income on asset, fully 14.85% 8.47% 11.30% +3.55% 8.60% 11.08% diluted Net income on 15.59% 8.73% 11.63% +3.96% 8.90% 11.05% asset, Weighted Net income on asset, fully diluted and 16.02% 9.70% 11.32% +4.70% 9.27% 10.66% deducted non-recurring gain/loss Net income on asset, weighted 16.72% 9.99% 11.66% +5.06% 9.58% 10.66% and deducted 3 广东省高速公路发展股份有限公司 2007 年年度报告摘要 non-recurring gain/loss Net cash flow per share generated by 0.55 0.47 0.47 17.02% 0.50 0.50 business operation Changed End of 2007 End of 2006 over last End of 2005 year(%) Not Adjusted Not adjusted Adjusted Not adjusted adjusted Net asset per share attributable to 2.64 3.11 2.42 9.09% 3.01 2.33 shareholders of the listed company Non-recurring gain and loss items √ applicable □ not applicable Unit:RMB Item Amount (1)Gain/loss form disposal of non-current assets -50,861,486.19 (II)Tax refund, deduction and exemption that is examined 0.00 and approved by authority exceeding or has no official approval document. (III)Governmental Subsidy accounted as current gain/loss, 0.00 except for those subsidies at with amount or quantity fixed by the national government and closely related to the Company’s business operation. (IV)Capital occupation fee collected from non-financial 0.00 organizations and accounted as current gain/loss, except for those capital occupation fee collected by national certified financial organizations from non-financial organizations. (V)Gain/loss generated when the consolidation costs is less 0.00 then the recognizable fair value attributable to the Company. (VI)Non-monetary asset exchange gain/loss. 0.00 (VII)Gain/loss investment of short-term 0.00 (VIII)Asset impairment provisions for force major such as 0.00 natural disasters (IX) Gain/loss from debt reorganization 0.00 4 广东省高速公路发展股份有限公司 2007 年年度报告摘要 (X) Enterprise reorganization expenses, such as payment to 0.00 stuff placement and consolidation expenses (XI Gain/loss from trades obviously departed from fair 0.00 value (XII) Net gain/loss of current term from consolidation of 0.00 subsidiaries under common control from beginning of term to the consolidation date (XIII) Gain/loss from debt forcasting without connection to 0.00 the main business operation (XIV) Net amount of non-business gain/loss other than the -1,014,383.42 above items (IV) Other items confirmed by CSRC 50,600.00 Amount of influence of the above items on income tax. -277,957.85 Influences on net profit after tax 13,114,139.83 Total -38,989,087.63 Item accounted on fair value basis □applicable √ not applicable 3.3 Difference between domestic and international accounting standard √ applicable □ not applicable Unit:RMB Domestic accounting standard Overseas accounting standard Net profit 493,662,000.00 475,807,000.00 Net assets 3,324,552,000.00 4,000,182,000.00 The major event notes for the above adjustment include: In 1999, among the incomes from the transferring all the operating right of Jiujiang Bridge and Statement about relevant assets to Fokai Company, because the Group occupies 35% of the equity of Fokai the diversity Company, and make corresponding offsetting adjustment, and adjustment of the confirmation and amortization and other international financial report of the amortization, depreciation, deferred taxes and other long-term assets of the purchased company and the affiliated company. §4 Changes in share Capital & Particulars about shareholders 4.1 Statement of Changes in shares Unit:shares Before this change Increase/decrease this time (+ , - ) After this change Issuing of Transferr Proportio Bonus Proportio Amount new ed from Other Subtotal Amount n shares n shares reserves 1.Shares with 549,048,7 -59,127,9 489,920,8 43.68% 38.97% conditional 06 00 06 5 广东省高速公路发展股份有限公司 2007 年年度报告摘要 subscription 1.State-owned 400,447,2 408,229,3 31.85% 7,782,117 32.47% shares 77 94 2.State-owned 37,752,26 -14,283,7 23,468,54 legal person 3.00% 1.87% 1 20 1 shares 3.Other domestic 110,849,1 -52,626,2 58,222,87 8.82% 4.63% shares 68 97 1 Incl : Non-state owned domestic 110,532,8 -52,626,2 58,006,66 8.79% 4.61% legal person 62 97 8 shares Domestic nature person 316,306 0.03% -100,103 216,203 0.02% shares 4.Foreign shareholding Incl : Overseas legal person shares Foreign nature person share II.Shares with 708,069,0 59,127,90 767,196,9 unconditional 56.32% 61.03% 42 0 42 subscription 1.Common shares 359,319,0 59,127,90 418,446,9 28.57% 33.29% in RMB 42 0 42 2.foreign shares in 348,750,0 348,750,0 27.75% 27.74% domestic market 00 00 3.Foregn shares in overseas market 4.Other III. Total of capital 1,257,117 1,257,117 100.00% 100.00% shares ,748 ,748 Change in conditional shares Unit:Shares Name of the Conditional Released this Increased this Conditional Reason of Date of shareholder shares at year year shares at end of condition releasing beginning of year year Guangdong February Communicatio 17,2009 400,447,277 0 7,782,117 408,229,394 Note 1 n Group Co.,Ltd 6 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Guangdong February Expressway 16,775,435 0 0 16,775,435 Note 1 17,2009 Co., Ltd Guangdong February Communicatio 17,2009 589,239 0 0 589,239 Note 1 n Development Company Guangdong February Guanghua 17,2009 3,242,107 0 0 3,242,107 Note 1 Expressway Company Guangdong Traffic February 2,130,510 0 0 2,130,510 Note 1 Development 17,2009 Company Other legal person shares and Domestic 125,547,832 59,027,797 0 66,520,035 Note 2,3 and 4 legal person shares Directors, Supervisors ,Se 316,306 100,103 0 216,203 Note 5 nior Executives Total 549,048,706 59,127,900 7,782,117 497,702,923 - - Note1:Guangdong Communication Group Co., Ltd. and its related companies Guangdong Expressway Co., Ltd.., Guangdong Communication Development Company ,Guangdong Guanghua Expressway Co. and Guangdong Traffic Development Company made the following commitment: The non-negotiable shares of the Company will not be listed, traded or assigned within 12 months from the date of obtaining the right of listing and negotiation. Such shares shall not be listed or traded within twenty four months after the expiration of the said period of 12 months. Note 2: The name list of "other state-owned corporate legal persons and domestic legal persons" has more than 6,850 persons, the specific name list is successively published onto the Giant Tidal Web(www.cninfo.com.cn) on February 15, 2006, February 11, 2007, March 22, 2007 and January 4, 2008, in the temporary notice column. The reasons for the limit the sale of its shares are: on the one hand, promised in equity reform scheme "since the date of the non-tradable shares of the company owning the right of listing, within 12 months, they can not be listed for transactions or transfers"; On the other hand, part of legal shareholders paid the price of equity reform on be half of Guangdong Communication Group Co.,Ltd., before they return the price to Guangdong Commmunication Group Co.,Ltd., their shares will be limited to sell. Note 3: The state-owned legal person of the Company Guangdong Yuecai Trust Company Limited (holding 12174345 shares) and other 62 domestic legal persons, holdings 49522541 shares, in February 26, 2007, due to the expiry of restrictions on sale, so the sale limit had been cancelled after some procedures. Note 4: The state-owned legal person China Xinda Asset Management Company (holding 2109375 shares) and 15 domestic legal peson shareholders, after returning of the price of equity reform to Guangdong 7 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Communication Group Co.,Ltd ., on March 22, 2007, the limit on sale is canceled. Note 5: The specific changes of the equity of directors, supervisors and Senior Executives are described in Chapter IV1. 4.2 Top 10 shareholders and top 10 holders of unconditional shares Unit:shares Total of shareholders 110,429 Top 10 holders of shares Properties of Share Name of the shareholder Total shares Conditional shares Pledged or frozen shareholder proportion % Guangdong State-owned Communication Group legal person 40.34% 507,161,585 408,229,394 98,932,191 Co.,Ltd CREDIT SUISSE (HONG Overseas legal 3.16% 39,700,000 0 KONG) LIMITED person Guangdong Expressway State-owned 1.33% 16,775,435 16,775,435 Co., Ltd legal person Guangdong Yuecai Turst State-owned 0.97% 12,174,345 0 Investment CO., Ltd. legal person 108 Portfolio of National Other 0.84% 10,500,000 0 Social Security Fund 102 Portfolio of National Other 0.53% 6,669,900 0 Social Security Fund China Life insurance Co., Other Ltd.—Dividend-Individual 0.40% 4,999,958 0 dividend-005L-FH002 Shen Xinhui Siqian Town Other 0.36% 4,481,795 4,481,795 Economic Unit Co Overseas legal KGI ASIA LIMITED 0.35% 4,396,395 0 person Overseas legal Pensioenfouds PGGM 0.26% 3,275,900 0 person Top 10 holders of unconditional shares Name of shareholders Unconditional shares Type of shares Guangdong Communication Group Co., 98,932,191 A Ltd. CREDIT SUISSE (HONG KONG) 39,700,000 B LIMITED Guangdong Yuecai Turst Investment 12,174,345 A CO., Ltd. 108 Portfolio of National Social Security 10,500,000 A Fund 8 广东省高速公路发展股份有限公司 2007 年年度报告摘要 102 Portfolio of National Social Security 6,669,900 A Fund China Life insurance Co., Ltd.—Dividend-Individual 4,999,958 A dividend-005L-FH002 Shen KGI ASIA LIMITED 4,396,395 B Pensioenfouds PGGM 3,275,900 B Industrial and commercial band of china-110 Rongtong Shenzheng Exponent 3,148,755 A securities investment Fund Huabao Trust Co., Ltd. 2,786,573 A Notes to the related Among the top ten shareholders,Guangdong Communication Group Co., Ltd. is the relationship between the parent company of Guangdong Expressway Co., Ltd. Among the top ten Unconditional shareholders or their shareholders,108 portfolio of National Social Security Fund, 102 portfolio of National concerted action Social Security Fund, Boshi Selection Securities Investment Fund and Boshi Subject Industry Securities Investment Fund are all managed by Boshi Fund Management Co., Ltd. It is unknown whether there is relationship between other shareholders and whether they are persons taking concerted action specified in the Regulations on Disclosure of Information about Change in Shareholding of Shareholders of Listed Companies. 4.3 Particulars about the holding shareholder and the substantial holder 4.3.1 Change in holding shareholder and the substantial holder □applicable √ not applicable 4.3.2 Particulars about Controlling shareholder and the substantial controller Guangdong Communication Group Co., Ltd. is the largest shareholder of the Company. legal representative: Zhu Xiaoling. Date of establishment: August 23, 2000. Registered capital: RMB 19.8 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. 4.3.3 Holding relationship chart Guangdong 100% Guangdong 40.34% 9 Guangdong Expressway 广东省高速公路发展股份有限公司 2007 年年度报告摘要 §5 Directors, supervisors and senior Executives 5.1 Changing in shareholding and remuneration of the directors, supervisors and senior executives The total Equity stimulation particulars in amount of the report period remunerati Whether Quantit Quanti on be given Quanti Quantit y of ty of received Market by the Starting at ty of Reaso shares y of shares Stating at shares from the price of shareholde Name Position Sex Age beginning held at n for shares that end of year held at Company shares r units or of year beginn change having have Price end of in the at the other ing of the exercise year report end of associated year voting d the period period units rights voting (RMB’000 right 0) Board chairman, Zhou November December Secretary Male 55 0 0- 64,228.00 No Yuming 28,2007 20,2009 of Party committee December December Li Xiyuan GM Male 46 0 0- 317,438.00 No 20,2006 20,2009 Deputy December December Xiao Laijiu General Male 44 20,043 20,043 - 279,861.00 No 20,2006 20,2009 Manager Yang Director December December Male 55 0 0- 60,000.00 Yes Miaojian 20,2006 20,2009 Luo Director December December Male 54 0 0 60,000.00 Yes Yingsheng 20,2006 20,2009 Wang Director December December Male 44 0- 60,000.00 Yes Tao 20,2006 20,2009 Li Director December December Male 56 0 0- 60,000.00 Yes Wenzheng 20,2006 20,2009 Independe December April Li Qin Male 43 60,000.00 No nt director 20,2006 25,2008 Independe December April He Hongdi Female 67 23,400 23,400 - 60,000.00 No nt director 20,2006 25,2008 Independe December He Qiang Male 55 June 1,2009 60,000.00 No nt director 20,2006 Xiang Independe December Female 51 June 1,2009 0 0- 60,000.00 No Tiangui nt director 20,2006 Li December December Supervisor Male 43 60,000.00 Yes Doongshan 20,2006 20,2009 10 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Wu December December Supervisor Male 60 0 0- 60,000.00 Yes Jianxiang 20,2006 20,2009 Zhong December December Supervisor Male 48 278,967.00 No Zhenguang 20,2006 20,2009 December December Li Mei Supervisor Female 38 0 0- 223,972.00 No 20,2006 20,2009 Tu December December Supervisor Female 48 171,061.00 No Huiling 20,2006 20,2009 Hou December December Supervisor Male 55 0 0- 283,653.00 No Jiingfang 20,2006 20,2009 Wang Deputy December December Chunhua general Male 43 258,740.00 No 20,2006 20,2009 manager Yun Chief Wujun economic December December engineer, Male 53 0 0- 273,621.00 No 20,2006 20,2009 Chief legal adviser Wang Senior December December Male 43 272,061.00 No Jiachen engineer 20,2006 20,2009 Zuo Jiang Secretary of the December December Female 35 0 0- 225,706.00 No board of 20,2006 20,2009 directors Total - - - - - - - - - Future shares and conditional shares hold by or granted to the above persons. □applicable √ not applicable §6 Report of the Board of Directors 6.1 Discussion and analysis by the management In 2007, as the rapid development of regional economy, the total number of motor vehicles increased which provided a better space for development for the Company; the regional advantage of the road controlled is obvious, the operating situation is in good condition which provided a good support for the sustained development of the Company; under the good macroeconomic environment, the company chose to invest some high-quality roads, and assets the Company have been expanding, on the other hand, the Company is actively planning the capital operation and expanding financing channels. Companies 2007 annual operating income, operating profits and net profits continue to show a stable growth trend. Benefiting from perfect road network in Guangdong Province, quick economic growth in the region and increase in efficiency of operation management, the vehicle traffic volume of the roads in which the Company invested grew quickly. The vehicle traffic volume and toll income of Maozhan Expressway, Guangzhao Expressway, Guangzhu Section of Jingzhu Expressway and Guanghui Expressway kept good growth. The vehicle traffic volume and toll income of Jiangzhong Expressway both increased obviously in the ensuing year after the expressway was open to traffic. Great space of growth was shown. The influence of the expansion of Guangfo Expressway was not great. 11 广东省高速公路发展股份有限公司 2007 年年度报告摘要 6.2 Principal businesses distribution on industries/products Unit:RMB Major business in terms of line of Business Increase/ Increase/decre Increase/decrea Business and Gross profit rate decrease Increase/decre Cost of key product of ase of cost ase of gross se of gross business (%) income (%) profit rate (%) profit rate (%) (%) (1)Industry (2)Trading (3)Real estate (4)Tour services (5) Highway 1,093,153,839.00 323,914,353.82 70.37% 3.44% -11.97% 5.19% Transportation (6) High-tech 12,919,593.90 9,138,113.44 29.27% 416.88% 252.20% 33.07% Major business in terms of line of Product (1)Toll 1,093,153,839.00 323,914,353.82 70.37% 3.44% -11.97% 5.19% (2)Other 12,919,593.90 9,138,113.44 29.27% 416.88% 252.20% 33.07% 6.3 Major businesses distribution on Area Unit:RMB Area Income from key business Increase/decrease of income (%) Guangfo Expressway 375,485,580.41 -4.87% Fokai Expressway 696,272,685.59 12.63% Jiujiang Bridge 21,395,573.00 -51.23% Other 12,919,593.90 416.88% 6.4 Using of proceeds from financing actions □applicable √ not applicable Changing of projects □applicable √ not applicable 6.5 Using of fund from other source √ applicable □ not applicable Unit:RMB Name of Projects Amount Progress Income Fokai expansion project 167,059,941.59 - - Yayao—Xiebian expansion 124,148,389.38 - - 12 广东省高速公路发展股份有限公司 2007 年年度报告摘要 project Jiujiang Bridge restoration 93,160,441.66 - - project Asphalt pavement rectification 14,410,000.00 - - project Rectification works of State Road 7,974,800.00 - - G325 Heshan Road section Fokai Expressway rectification 4,126,340.43 - - project Yayao Engineering 0.00 - - Project of Simple video 1,258,269.00 - - monitoring system Project of charging system in 1,001,000.00 - - Yayao logo station Other projects 11,271,491.22 - - Total 424,410,673.28 - - 6.6 Statement of the Board on “Non-standard Auditors’ Report” if applicable. □applicable √ not applicable 6.7 Profit distribution or capitalizing of common reserves adopted by the Board of directors. √ applicable □ not applicable The 2007 financial account of the Company had been audited by Yangcheng Certified Public Accountants Co., Ltd. and Ernst & Young according to Chinese accounting standards and international accounting standards. The net profit on the 2007 annual consolidated statements audited by Yangcheng Certified Public Accountants Co., Ltd. which belong to the owners of the parent company was RMB 493,661,982.44, the net profit of the parent company is RMB 481,403,964.66. The after tax profit in 2007 audited by Ernst & Young was RMB 475,807,000.00. Since January 1, 2007, the Company had implemented the new enterprise accounting standards, profit distribution refers to the statement data of the parent company. The profit and loss in the previous year was adjusted according to the business accounting standards and its explanation No. 1, and after adjustment, for the retained profits of the parent company in early 2007 was RMB -42,883,219.82, the current profit of the parent company RMB 481,403,964.66, deducting the statutory public reserves extracted in accordance with the Company Law and Company Constitution RMB 43,852,074.48 and the dividend RMB 213,710,017.16 of 2006 distributed in 2007, at the period end the retained profit was RMB 180,958,653.20. Because the Company had promised the policy of cash dividend in the reform of equity allocation, as follows: "Since the company’s listing, from 1996 to 2004, the amount of cash dividend occupied 61.26% of the arithmetic average ratio of net profit in the current year, and in the future three years, the cash dividend ratio will not be less than this percentage". 13 广东省高速公路发展股份有限公司 2007 年年度报告摘要 The amount of cash dividend for the shareholders according to the promise should be the amount of cash dividend occupied 61.26% of the arithmetic average ratio of net profit in the current year, this may result in the situation that the retained profits is insufficient to cover the amount promised. In light of the above situation resulted from the implementation of new accounting standards, the company will make two steps to realize the profit distribution plan in the 2007: 1. In accordance with the after-tax profit RMB 481,403,964.66 which attributed to the parent company audited by Lixin Yangcheng Certified Public Accountants Co., Ltd. in 2007, deduct the balance of retained profit at early 2007, draw 10% of the statutory public reserves RMB 43,852,074.48; 2. Distribute cash dividends, but the specific ways of distribution will be determined after the relevant department give the instructions and assist the parent company has the sufficient retained profits to cover the amount promised. Before holding the 2007 shareholders’ meeting the board of directors will hold another meeting to determine. The proposal of 2007 profit distribution plan combines by 2 components, one is the above 1st step of profit distribution plan, and the other component will be determined by the next meeting of board of directors. The combined 2007 profit distribution plan will be exam and adopt by the 2007 shareholder’s meeting. No cash dividend proposal was raised though the Company is making profit for the report term □applicable √ not applicable §7 Significant Events 7.1 Acquisition □applicable √ not applicable 7.2 Selling of property □applicable √ not applicable 7.1、7.2Impact of the issues said in 7.1 and 7.2 on the continuity and stability of the management 7.3 Significant Guarantees □applicable √ not applicable 7.4 Significant related Transactions 7.4.1 Related transactions regarding normal operation □applicable √ not applicable 7.4.2 Related credit and debt transaction □applicable √ not applicable 14 广东省高速公路发展股份有限公司 2007 年年度报告摘要 7.4.3 Capital adoption and clearance in year 2007 □applicable √ not applicable Capital adoption newly occurred in 2007 □applicable √ not applicable If the clearance of non-business adoption of capital is not finished up to the end of 2007, please provide reasons and plans for it. □applicable √ not applicable 7.5 Financing proxy □applicable √ not applicable 7.6 Fulfilling of consent issues √ applicable □ not applicable consent issues: The Company's plan for share holding structure reform was voted through at the shareholders' meeting concerning share holding structure reform on December 21, 2005. On February 16, 2006, the non-tradable shares obtained the listing flow right. In addition to honoring specified statutory commitment, shareholders holding non-negotiable shares made the following commitment in this plan: (1) The non-negoti1ble sh1res held by the Comp1ny's sh1reholders holding non-negoti1ble sh1res sh1ll not be listed, tr1ded or 1ssigned within twelve months from the d1te of obt1ining the right of listing 1nd negoti1tion. Meanwhile, Guangdong Communication Group Co., Ltd., the controlling shareholder, and its related companies including Guangdong Expressway Co., Ltd., Guangdong Traffic Development Company, Guangdong Communication Development Company and Guangdong Guanghua Expressway Company further promised that the non-negotiable shares held by them would not be listed and traded within twenty four months after the expiration of the said period of twelve months. (2) After the implementation of share holding structure reform, Guangdong Communication Group Co., Ltd. promised to propose the maintenance of the Company's cash dividend policy in force for the period from 2005 to 2007 and cast affirmative vote at the shareholders' general meeting. Since the listing of the Company, i.e., in the period from 1996 to 2004, the arithmetic average of the proportion of the amount of cash dividends to the net profit for current year was 61.26%. The proportion of cash dividend distribution of the Company in the next three years will not be lower than this proportion. (3) In order to maintain appropriate holding level and enhance its position of controlling shareholder after 15 广东省高速公路发展股份有限公司 2007 年年度报告摘要 share holding structure reform, Guangdong Communication Group Co., Ltd. promised that it or its wholly-owned subsidiaries would invest RMB 400 million in purchasing negotiable Guangdong Expressway A shares in secondary market at appropriate time within twelve months after adoption of the plan for share holding structure reform at relevant shareholders' meeting of the Company under the premise of obtaining CSRC's exemption of general tender offer. Within six months after the completion of share purchase plan each time, Guangdong Communication Group Co., Ltd. and its wholly-owned subsidiaries will not sell the shares purchased and will perform relevant information disclosure obligation. In case of sales in the said period, all income shall belong to all shareholders of the Company. Fulfilling of consent issues: (1)The former non-tradable shareholders have fulfilled the commitment, before the expiry of deadline February 16, 2007, the non-tradable shares held were not transacted or transferred; in the same time, the big shareholder Guangdong Communication Group Co.,Ltd . and the related company Guangdong Expressway Co., Ltd., Guangdong Traffic Development Company, Guangdong Guanghua Expressway Company kept their promise, and did not conduct transactions in the stock market. (2)Guangdong Communication Group Co., Ltd. proposed cash dividend distribution and cast affirmative vote at 2006 annual shareholders' general meeting. it was decided to distribute RMB1.70 to each 10 shares to the entire shareholders in 2006. The dividend was totalled to RMB213,710,017.16 and accounted for 61.26% of the total net profit of the year. (3)Guangdong Communication Group Co., Ltd., the largest shareholder has fulfilled its commitment,The company had constantly purchased Guangdong Expressway A-share from the second stock market, by February 16, 2007, the company had held 98,932,191 shares. The commitment had fulfilled. 7.7 Material Lawsuits/Arbitrations √ applicable □ not applicable There are litigation in the reporting period: (1)On March 15, 2007, Guangzhou Yuexiu District People's Court made the (2006) Yuefamingzi 1708 judgment on the lawsuit of Guangdong Express Technology Investment Co., Ltd.lending RMB 8 million to Beijing Gelin Enze Organic Fertilizer Co., Ltd. (2) On September 3, 2007, Beijing Gelinenze Organic Fertilizer Co., Ltd. initiated a lawsuit to Beijing First Intermediate People's Court, sued the subsidiary of the company Guangdong Express Technology Investment Co., Ltd . damaging the company interest, and was demanded to pay RMB 21,549,783 as economic losses. The controlling subsidiary of the company Guangdong Express Technology Investment Co., Ltd asserted that Beijing First Intermediate People's Court did not have jurisdiction over the case, and requested transferring the case to Guangzhou Intermediate People's Court. According to the content of (2007)Zhongminchudi Zi 11465, the objection raised by Guangdong Express Technology Investment Co., Ltd. was dismissed. 16 广东省高速公路发展股份有限公司 2007 年年度报告摘要 On November 12, 2007, The controlling subsidiary of the company Guangdong Express Technology Investment Co., Ltd . initiated a lawsuit to Beijing Higher People's Court, requesting cancelling the judgment of (2007) Zhongmindizi 11465 and transferring this case Guangzhou Intermediate People's Court. By December 31, 2007, this case had not got a trial outcome. (3) On June 15, 2007 morning, the Nanguiji 035 ship owned by Yang Xiong, Foshan Nanhaiyu Ship Co., Ltd. heated Jiujiang Bridge on 325 National Road owned by the controlling company of the company, and resulted in more than 200 meters of Jiujiang Bridge collapsed. On June 19, 2007, the Ministry of Communications, the State Administration of Production Safety Supervision and Management Committee issued the [2007]No.8 File Notification of the 6 • 15 Accident of the collapse of Jiujiang Bridge, initially determined the reasons for the accident are: the incident ship bounded for Shunde from Foshan, and met a heavy fog, the captain neglected to look out, and deviated from the main path, heated the non-navigable hole pier of Jiujiang Bridge on 325 National Road, caused the collapse of part of Jiujiang Bridge. The accident is a unilateral responsibility accident of ship heating bridge. On July 19, 2007, Fokai Company applied the preservation of property to Guangzhou Maritime Court. On August 22, 2007, Fokai company officially initiated a lawsuit to Guangzhou Maritime Court, requesting for Foshan Nanhaiyu Ship Company Limited and Yang Xiong to compensate RMB 25,587,684. On August 28, 2007, Guangzhou Maritime Court accepted the case. According to the (2007) Guanghaifachuzi No.332 judgment issued by Guangzhou Maritime Court on November 5, 2007, the case was suspended. 7.8 Notes to the other significant Events and their influences and Analysis on the solutions 7.8.1 Securities investment □applicable √ not applicable 7.8.2 Holding of shares of other listed companies □applicable √ not applicable 7.8.3 Holding of shares of non-public financial entities √ applicable □ not applicable The equity of Huaxia Securities Co., Ltd. held by the Company in the report period: In 1993, the Company invested RMB 5.4 million in Huaxia Securities Co., Ltd., which accounts for 0.54% of its registered capital (RMB 1 billion) at that time. Later, Huaxia Securities increased share capital. The shareholding ratio of the Company decreased to 0.27%. On December 19, 2005, the liquidation committee of Huaxia Securities issued No.1 and No.2 Creditor's Rights Registration Announcement of Liquidation Committee of Huaxia Securities Co., Ltd. The liquidation committee exercised the rights of Huaxia Securities Co., Ltd. on its behalf and was responsible for its liquidation. In 2005, Guangdong Express Technology Investment Co., Ltd. fully made provision for impairment in respect of the long-term equity investment of Huaxia Securities Co., Ltd. held by it. So far, Huaxia Securities Co., Ltd. has not closed deregistration. The Company still holds 0.27% equity of this company. 17 广东省高速公路发展股份有限公司 2007 年年度报告摘要 7.8.4 Trading of shares of other listed companies □applicable √ not applicable §8 Report of the Supervisory committee √ applicable □ not applicable I. Work of the Supervisory Committee In the report period, the Company held 4 meetings of supervisory committee in total. The particulars of the meetings are as follows: (1) The second meeting of the fifth Board of Supervisors was held on March 23, 2007. The meeting discussed and approved Work Report of the Board of Supervisors in 2006, Financial Accounts Report in 2006, Profit Allocation Plan in 2006, and Annual Report and its summary in 2006, and approved to submit to 2006 general shareholders meeting for approval, and examined and discussed the resolutions made in the second meeting of the fifth board of directors on the Resolution on Drawing Preparations for Bad Account from Receivables and the Resolution on Liquidation of Fixed Assets, the board of supervisors agreed to the above resolutions, made the following specific comments: The supervisors did not find any violation of relevant accounting rules when drawing provisions for bad debt of receivables, and believe that: drawing provisions for bad debt of receivables embodied the accounting principle of carefulness, and complied with the requirement of relevant accounting systems. The notice of this meeting was published in the Securities Times,China Securities, Tak Kong Pao (H.K),Shanghai Securities Daily and Hongkong Commercial Daily on March 27, 2007. (2) The provisional meeting of the fifth board of supervisors held on April 25, 2007, the meeting examined and approved the Resolution on the First quarter Report of 2007. The announcement of resolutions of this meeting were published on Securities Times, China Securities Daily, Shanghai Securities Daily, Tak Kung Pao and Hong Kong Commercial Daily on April 26,2007. (3)The provisional meeting of the fifth board of supervisors held on August 10, 2007, the meeting examined and approved the Resolution on the Semi-Annual Report 2007 and its Summary . The announcement of resolutions of this meeting were published on Securities Times, China Securities Daily, Shanghai Securities Daily, Tak Kung Pao and Hong Kong Commercial Daily on August 13,2007. (4) The provisional meeting of the fifth board of supervisors held on October 30, 2007, the meeting examined and approved the Resolution on Liquidation of Fixed Assets and Third quarter Report of 2007. The announcement of resolutions of this meeting were published on Securities Times, China Securities Daily, Shanghai Securities Daily, Tak Kung Pao and Hong Kong Commercial Daily on October 31,2007. II. Independent Opinions of the Supervisory Committee 18 广东省高速公路发展股份有限公司 2007 年年度报告摘要 (1) The company had strictly complied wit the requirement of Company Law, Securities Act and Company Constitution and relevant laws and regulations of China Securities Regulatory Commission, and had constantly improved the corporate governance structure. Under the leading of the board of directors, the operating team of the company completed all the operational tasks, and was affirmed and recognized in the stock market. The operating team adopted democratic decision-making methods, fully listened to various views, decision-making procedures were conducted strictly in accordance with the Company Constitution and the authorization of the Board of Directors, at the same time, established a sound internal control system, system of reception and promotion, rules for information disclosure management, system of independent directors, management system of funds raising, general manager work rules, management system of related transactions and other systems. The directors and general managers were not found the acts of violation of the law, regulations, company constitutions or damage of company interests. (2) The board of supervisors established internal audit system, adhered to strengthening the financial auditing supervisory work on the participating companies, controlling companies and the headquarter of the company. After the audit and inspection, no violations were found. In addition, Yangcheng Certified Public Accountants Co., Ltd. and Ernst & Young conducted audit on the 2007 financial report of the Company according to China CPA Independent Auditing Standards and international auditing standards, and issued an audit report. The audit report accurately reflected financial positions and operating results of the company, the audit report was fair, objective, truthful and reliable. (3) The company did not raise funds from the stock market in the last three years. (4)Acquisition and sale of assets 1. In order to utilize idle fixed assets and reduce property management fee and city real estate tax expenses, the company entrusted Zhonglian Auction Co., Ltd to conduct public auction to the 8 sets of property rights of Foshan Jiujiang Yujiang Garden with the price no less than RMB 0.238543. 2. The company invested 30% shares of Ganzhou Kangda Expressway Co., Ltd., and invested 30% shares of Ganzhou Gankang Expressway Co., Ltd. The board of supervisors believed that: The above sold assets had been independently accessed by intermediary agencies, and had been approved by relevant authorities, the new projects invested had good development prospects, and the transaction price was fair and reasonable. No internal transactions were found in the above transaction, found no damage on shareholders’ equity and assets loss of the company. (5) Related transactions During the reporting period, related transactions are: the event of the controlling subsidiary Guangdong Fokai Expressway Co., Ltd. (in short "Fokai Company") increasing capital for the expansion of Fokai Expressway Xiebian to Sanbao. The board of supervisors believed that this transaction belonged to the event of joint investment with Fokai Company, each party invested the project of expressway expansion according to each other’s equity ratio. The project and the investment budget were approved by the state Development and Reform Commission, this related transaction was fair, reasonable and did not damage the interests of the company. §9 Financial Report 9.1 Auditor’s opinion Auditors’ Report Standard without qualified opinion 19 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Text of Auditor's 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 balance sheet as at December 31, 2007, profit statement, cash flow statement and statement of change in shareholders' equity for the year then ended and the notes to financial statements. I. The responsibility of the management for financial statements Preparation of financial statements in accordance with the Accounting Standards for Business Enterprises and Accounting Regulations for Business Enterprises is the responsibility of the management of the Company. Such responsibility includes: (1) design, implementation and maintenance of internal control related to the preparation of financial statements so that financial statements are free from material misstatement caused by fraudulent practices or errors; (2) selection and application of proper accounting policies; (3) making reasonable accounting estimate. II. Responsibility of certified public accountants We are responsible for expressing opinions on financial statements based on our audit. We conducted audit in accordance with the audit criteria for Chinese certified public accountants. The audit criteria for Chinese certified public accountants require us to abide by professional ethics, plan and conduct audit to obtain reasonable assurance as to whether financial statements are free from material misstatement. Audit involves carrying out audit procedure to obtain the audit evidences about the amounts and disclosure of financial statements. The selected audit procedure relies on the judgment of certified public accountants, including the appraisal of risk of material misstatement of financial statements caused by fraudulent practices or errors. While appraising risks, we considered the internal control related to the preparation of financial statements to design proper audit procedure but the purpose is not to express an opinion on the effectiveness of internal control. The audit also includes the appraisal of suitability of accounting policies selected by the management, the reasonableness of accounting estimate and the overall presentation of financial statements. We believe that the audit evidences obtained by us are full and appropriate and provide a basis for expressing audit opinion. III. Audit opinion In our opinion, the financial statements of the Company have been prepared in accordance with the provisions of Accounting Standards for Business Enterprises and Accounting Regulations for Business Enterprises and give a fair view, in all material aspects, of the financial position of the Company as at December 31, 2007 and its operating results and cash flow for the year then ended. 9.2 Financial statement 9.2.1 Balance sheet December 31,2007 Unit:RMB At the end of term Beginning of term Item Consolidated Parent Company Consolidated Parent Company Current assets: Monetary fund 190,665,302.76 34,847,364.21 490,764,819.04 207,885,216.52 Settlement provision 20 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Outgoing call loan Trading financial assets Dividend receivable 84,365,662.22 138,689,383.70 Bill receivable Account receivable 22,736,135.67 26,235,092.85 Prepayment 7,049,638.50 6,382,490.14 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Other account receivable 22,610,107.93 33,740,902.88 19,334,744.78 1,722,308.82 Repurchasing of financial assets Inventories 140,706.53 119,843.83 Non-current asset due in1 year Other current assets Total of current assets 243,201,891.39 152,953,929.31 542,836,990.64 348,296,909.04 Non-current assets Loans and payment on others behalf disbursed Disposable financial assets Expired investment in possess Long-term receivable Long-term share equity 1,852,483,899.54 2,913,289,203.35 1,773,908,853.58 2,832,783,205.17 investment Property investment Fixed assets 3,101,028,123.64 11,467,397.78 3,346,021,451.30 14,542,075.25 Construction in process 420,770,409.92 11,886,886.39 Engineering material Fix assets disposal Production physical assets Gas & petrol Intangible assets 180,363,646.01 198,131,369.93 R& D expense Goodwill Long-term prepaid expense 3,510,132.90 5,430,786.23 Differed income tax assets 1,002,353.86 7,054,144.10 Other non-current assets Total of non-current assets 5,559,158,565.87 2,924,756,601.13 5,342,433,491.53 2,847,325,280.42 Total of assets 5,802,360,457.26 3,077,710,530.44 5,885,270,482.17 3,195,622,189.46 21 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Current assets: Short tem loan 100,000,000.00 300,000,000.00 300,000,000.00 Loan from central bank Deposit received and hold for other Call loan received Trade off financial liabilities Bill payable Account payable 24,964,489.25 40,494,809.50 Prepayment received 6,548,310.30 8,845,332.39 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 11,352,368.41 7,918,634.05 1,553,294.15 Tax payable 38,809,210.62 50,586.66 10,431,090.73 49,634.75 Dividend payable 56,046,579.18 17,924,691.75 62,068,785.63 15,838,991.04 Interest payable 2,062,015.50 2,122,515.00 Other account payable 238,542,275.06 34,163,877.17 154,199,940.62 127,016,674.91 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-Current liability due in 470,000,000.00 1 year Other current liability Total of current liability 948,325,248.32 58,852,988.33 586,081,107.92 444,458,594.85 Non-current liability Long-term borrowings 988,324,803.54 1,708,324,803.54 Bond payable Long-term payable 2,022,210.11 2,022,210.11 2,022,210.11 2,022,210.11 Special payable 100,000.00 100,000.00 Expected liabilities Differed income tax 85,043,508.88 97,531,060.07 liability Other non-current liabilities Total of non-current 1,075,490,522.53 2,022,210.11 1,807,978,073.72 2,022,210.11 liabilities Total of liability 2,023,815,770.85 60,875,198.44 2,394,059,181.64 446,480,804.96 22 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Owners’ equity Share capital 1,257,117,748.00 1,257,117,748.00 1,257,117,748.00 1,257,117,748.00 Capital reserves 1,534,906,856.32 1,534,906,856.32 1,534,906,856.32 1,534,906,856.32 Less:Share in stock Surplus reservation 43,852,074.48 43,852,074.48 Common risk provision Attributable profit 488,675,530.65 180,958,653.20 252,575,639.85 -42,883,219.82 Different of foreign currency translation Total of owner’s equity belong to the parent 3,324,552,209.45 3,016,835,332.00 3,044,600,244.17 2,749,141,384.50 company Minority shareholders’ equity 453,992,476.96 446,611,056.36 Total shareholders’ equity 3,778,544,686.41 3,016,835,332.00 3,491,211,300.53 2,749,141,384.50 Total liabilities and 5,802,360,457.26 3,077,710,530.44 5,885,270,482.17 3,195,622,189.46 shareholders’ equity 9.2.2 Profit statement Jan-Dec 2007 Unit:RMB Current term Same period last year Item Consolidated Parent Company Consolidated Parent Company I.Total business income 1,113,184,855.26 286,914.80 1,067,225,172.69 16,450.00 Inc l:Business income 1,113,184,855.26 286,914.80 1,067,225,172.69 16,450.00 Interest income Insurance fee earned Fee and commission received II.Total business cost 580,195,295.13 49,732,141.24 665,485,358.98 88,189,131.84 Incl:Business cost 337,639,165.35 375,416,663.59 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 36,482,314.93 14,345.74 35,368,638.94 822.50 Sales expense Administrative expense 96,101,830.07 50,089,812.69 84,139,039.00 41,541,418.74 Financial expenses 101,820,214.90 -466,303.09 114,037,578.95 13,694,713.53 23 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Asset impairment loss 8,151,769.88 94,285.90 56,523,438.50 32,952,177.07 Add:Gains from change of “-”for loss) fair value( Investment gain(“-”for loss) 260,239,784.93 530,530,579.23 187,266,447.77 448,631,840.77 Incl:Investment gains from 260,239,784.93 262,170,737.15 186,508,883.61 187,355,465.91 affiliates Gains from currency exchange( “-”for loss) III. Operational profit( “-”for 793,229,345.06 481,085,352.79 589,006,261.48 360,459,158.93 loss) Add:Non-Business income 3,385,147.34 564,815.64 4,100,127.42 Less:Non-Business 55,261,016.95 246,203.77 5,228,708.10 1,963,239.51 expenses Incl:loss from disposal of 51,411,075.83 246,203.77 434,201.88 22,165.84 non-current assets IV. Gross profit(“-”for loss) 741,353,475.45 481,403,964.66 587,877,680.80 315,515,523.14 Less:Income tax expenses 150,856,791.72 152,269,628.30 5,914,847.80 V.Net profit( “-”for net loss) 590,496,683.73 481,403,964.66 435,608,052.50 352,581,071.62 Net profit attributable to the 493,661,982.44 343,832,811.98 owners of parent company Minor shareholders’ equity 96,834,701.29 91,775,240.52 VI. Earnings per share: (i)Basic earnings per share 0.39 0.27 (ii)Diluted earnings per 0.39 0.27 share 9.2.3 Cash Flow statement Jan-Dec 2007 Unit:RMB Current term Same period last year Item Consolidated Parent Company Consolidated Parent Company I.Net cash flow form business operation Cash received from sales of products and 1,109,948,010.58 286,214.80 1,069,708,191.13 providing of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter bank loans from other financial 24 广东省高速公路发展股份有限公司 2007 年年度报告摘要 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 79,564,934.65 8,099,836.87 70,831,744.05 8,544,656.93 business operation Subtotal of cash inflow 1,189,512,945.23 8,386,051.67 1,140,539,935.18 8,544,656.93 from business activities Cash paid for purchasing of merchandise 133,016,125.72 129,299,850.91 and services Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid 100,185,704.22 24,432,916.79 91,556,674.32 23,882,732.66 for staffs Taxes paid 169,456,686.94 257,443.54 182,195,217.72 7,917,345.99 Other cash paid for business 96,029,224.66 57,413,414.88 141,423,738.18 62,031,304.92 activities Subtotal of cash outflow 498,687,741.54 82,103,775.21 544,475,481.13 93,831,383.57 from business activities Cash flow generated by 690,825,203.69 -73,717,723.54 596,064,454.05 -85,286,726.64 25 广东省高速公路发展股份有限公司 2007 年年度报告摘要 business operation, net II. Cash flow generated by investing Cash received from 2,119,565.66 2,119,565.66 investment retrieving Cash received as 88,707,244.26 411,390,807.82 57,699,444.73 332,867,942.81 investment gains Net cash retrieved from disposal of fixed assets, 18,303,517.94 3,280,137.94 29,930.00 intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment related cash received Subtotal of cash inflow due 107,010,762.20 414,670,945.76 59,848,940.39 334,987,508.47 to investment activities Cash paid for construction of fixed assets, intangible 231,618,074.27 599,451.00 24,827,007.92 869,421.00 assets and other long-term assets Cash paid at investment 14,769,829.68 14,769,829.68 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Subtotal of cash outflow 231,618,074.27 599,451.00 39,596,837.60 15,639,250.68 due to investment activities Net cash flow generated -124,607,312.07 414,071,494.76 20,252,102.79 319,348,257.79 by investment III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 500,000,000.00 650,000,000.00 Cash received from bond placing 26 广东省高速公路发展股份有限公司 2007 年年度报告摘要 Other financing –related cash received Subtotal of cash inflow 500,000,000.00 650,000,000.00 from financing activities Cash to repay debts 950,000,000.00 300,000,000.00 900,000,000.00 Cash paid as dividend, 416,841,485.99 213,915,701.62 422,209,770.03 199,802,055.64 profit, or interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other financing –related cash received Subtotal of cash outflow 1,366,841,485.99 513,915,701.62 1,322,209,770.03 199,802,055.64 due to financing activities Net cash flow generated by -866,841,485.99 -513,915,701.62 -672,209,770.03 -199,802,055.64 financing IV. Influence of exchange rate alternation on cash 524,078.09 524,078.09 -562.87 -562.87 and cash equivalents V.Net increase of cash and -300,099,516.28 -173,037,852.31 -55,893,776.06 34,258,912.64 cash equivalents Add:Balance of cash and cash equivalents at the 490,764,819.04 207,885,216.52 546,658,595.10 173,626,303.88 beginning of term VI. Balance of cash and cash equivalents at the end of 190,665,302.76 34,847,364.21 490,764,819.04 207,885,216.52 term 27 广东省高 9.2.4 Change in owners’ equities Amount of the current term Owners’ Equity attributable to Parent Company Owners’ Equity attribu Minor Practical Total of Practical Item Less: sharehol Less: capital Capital Surplus owners’ capital Capital Su Shares Other ders Shares collecte reserves reserves equity collecte reserves res in stock equity in stock d d I. Balance at the end of last 1,257,11 1,534,90 464,520, 657,144, -3,014,2 467,477, 4,378,15 1,257,11 1,534,90 43 year 7,748.00 6,856.32 618.07 859.59 61.91 702.96 3,523.03 7,748.00 6,856.32 8 Add:Change of accounting -464,52 -404,56 3,014,26 -20,866, -886,94 policy 0,618.07 9,219.74 1.91 646.60 2,222.50 Correcting previous errors II. Balance at the beginning of 1,257,11 1,534,90 252,575, 446,611, 3,491,21 1,257,11 1,534,90 43 current year 7,748.00 6,856.32 639.85 056.36 1,300.53 7,748.00 6,856.32 8 III. Changed in the current 43,852,0 236,099, 7,381,42 287,333, 33 year(“-”for decrease) 74.48 890.80 0.60 385.88 493,661, 96,834,7 590,496, (I)Net profit 982.44 01.29 683.73 (II)Gains losses accounted into owners’ equity directly 1.Change in fair value of sellable financial assets, net 2.Influence of change in 28 广东省高 other owners’ equity of invested enterprises on equity basis 3.Influence of income tax related to owners’ equity items 4.Other 493,661, 96,834,7 590,496, Total of (I) and (II) 982.44 01.29 683.73 (III)Investment or decreasing of capital by owners 1.Investment by owners 2.Amount of shares paid and accounted as owners’ equity 3.Other 43,852,0 -257,56 -89,453, -303,16 33 (IV)Profit allotment 74.48 2,091.64 280.69 3,297.85 1.Providing of surplus 43,852,0 -43,852, 33 reserves 74.48 074.48 2.Providing of common risk provisions 3.Allotment to the -213,71 -89,453, -303,16 owners(or shareholders) 0,017.16 280.69 3,297.85 4.Other (V)Internal transferring of owners’ equity 29 广东省高 1.Capitalizing of capital reserves(Or to capital ) 2.Capitalizing of surplus reserves (Or to capital shares) 3.Making up losses by surplus reserves 4. Other IV.. Balance at the end of this 1,257,11 1,534,90 43,852,0 488,675, 453,992, 3,778,54 1,257,11 1,534,90 46 term 7,748.00 6,856.32 74.48 530.65 476.96 4,686.41 7,748.00 6,856.32 6 30 广东省高速公路发展股份有限公司 2007 年年度报告摘要 9.3 Detailed explanation on the changes in the accounting policies, accounting estimate or accounting methods compared with the latest Annual Report. √Applicable □Not applicable 1. Change in important accounting policies According to Cai Kuai (2006) No. 3 Circular of Printing and Issuing 38 Concrete Standards including No. 1 Accounting Standard for Business Enterprises - Inventories issued by Ministry of Finance, the Company and its controlled subsidiaries shall implement new Accounting Standards for Business Enterprises from January 1, 2007. In accordance with relevant content of Article 5 to Article 19 of No. 38 Accounting Standard for Business Enterprises-Implementation of Accounting Standards for Business Enterprises for the First Time and No. 1 Interpretation of Accounting Standards for Business Enterprises, the Company made retroactive adjustment of items of financial statements. On the day of implementation for the first time, the Company fully wrote off the difference of long-term equity investment not fully amortized arising from the merger of enterprises under the same control according to No.20 Accounting Standard for Business Enterprises - Enterprise Merger and adjusted retained earnings. The book value of long-term equity investment after write-off of equity investment difference was taken as the confirmed cost on the day of implementation for the first time. The Company made retroactive adjustment according to this change in accounting policies. This change in accounting policies resulted in decrease of retained earnings of the Company at beginning of year by RMB 706,120,514.56. On the day of implementation for the first time, the Company made retroactive adjustment to the temporary difference formed by the difference between book value of assets and liabilities according to the provisions of No. 18 Accounting Standards for Business Enterprises - Income Tax and adjusted retained earnings according to the amount affected. The controlled subsidiaries and joint ventures made retroactive adjustment according to this change in accounting policies. This change in accounting policies resulted in decrease of retained earnings of the Company at beginning of year by RMB 159,955,061.34. On the day of implementation for the first time, According to the provision of No. 1 Accounting Standard for Business Enterprises , the parent company's unconfirmed investment losses on the subsidiaries falling into consolidation scope shall set off undistributed profit in consolidated balance sheet and shall not be separately accounted for as "unconfirmed investment losses". This change in accounting policies decreased the undistributed profit of the Company at beginning of year by RMB 3,014,261.91. The influence of the above items on the statements is as follows: Item _ Amount___ Influence on capital surplus _ 0.00___ Influence on retained earnings at beginning of 2007 _-869,089,837.81___ Including: Influence on undistributed profit at beginning of 2007 _-404,569,219.74___ Influence on net profit for the year _0.00___ 2. Change in important accounting estimate There was no change in accounting estimate in the report year. 31 广东省高速公路发展股份有限公司 2007 年年度报告摘要 9.4 Content of significant accounting errors, amounts changed, reasons and influences. □Applicable √Not applicable 9.5 Compared with the latest annual report, there were some changes in the consolidation statement scope. □Applicable √Not applicable 32