The Third Quarterly Report 2016
Guangdong Provincial Expressway Development Co.，Ltd.
The Third Quarterly Report 2016
October 2016
1
The Third Quarterly Report 2016
I. Important Notice
The Board of Directors and the Supervisory Committee of the Company and its directors, supervisors and senior
executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious
statements, misleading statements or important omissions carried in this report , and shall take legal
responsibilities, individual and /or joint.
All of the directors presented the board meeting at which this Quarterly Report was examined.
Mr. Zheng Renfa, Person in charge of the Company, Mr.Wang Chunhua ,General Manager, Mr. Fang Zhi, Chief of
the accounting work, Ms.Zhou Fang, Chief of the accounting organ (chief of accounting ) hereby confirm the
authenticity and completeness of the financial report enclosed in this report.
II. Main financial data and changes of shareholders
I. Main financial data and financial index
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed
and accounting error correction or not.
√Yes □ No
Changes of this
period over same
As at the end of the As at the end of last year
period of last year
reporting period
（％）
Before adjustment After adjustment After adjustment
Gross assets（RMB） 16,342,858,120.71 12,110,281,652.65 15,126,912,516.70 8.04%
Net assets attributable to the
shareholders of the listed 8,056,958,981.93 5,048,500,361.61 5,855,404,300.43 37.60%
company（RMB）
Increase/decrease Between beginning
over the same of the year to the Changed （%）over
Reporting period
period of last year end of the report end of prev. year
（%） period
Operating income（RMB） 741,459,581.99 3.82% 2,074,951,761.76 5.63%
Net profit attributable to the
shareholders of the listed 291,476,074.93 26.15% 797,375,219.22 39.91%
company（RMB）
Net profit after deducting of 290,837,468.16 31.89% 647,719,183.00 44.40%
2
The Third Quarterly Report 2016
non-recurring gain/loss
attributable to the
shareholders of listed
company（RMB）
Cash flow generated by
business operation, net -- -- 1,476,195,616.68 10.88%
（RMB）
Basic earning per
0.14 7.69% 0.43 30.30%
share(RMB/Share)
Diluted gains per
share(RMB/Share)(RMB/Sha 0.14 7.69% 0.43 30.30%
re)
Weighted average
3.53% -0.74% 11.92% 1.62%
income/asset ratio（%）
Note 1. On the table over the same period last year (before adjusting) performance for the company
implementation of a major reorganization of assets before the third Quarterly report 2016 semi annual report to
disclose data; over the same period last year (adjusted) data of the Department of the company a major
reorganization of assets, according to enterprises under the same control combined with related standards on the
same period last year financial data retrospective restatement data.
Note 2.The company during the reporting period, the implementation of the issuance of shares to buy assets of
matters, over the same period last year (before adjusting) basic earnings per share to total share capital
1,257,117,748 shares is estimated; over the same period last year (adjusted) basic earnings per share to the company
non public offering of shares weighted average equity 1,723,442,768 estimates; newspaper report that the basic
earnings per share of the company non - public offering of shares weighted average equity1,849,603,361 estimates.
The causes of changes in accounting policies and the information about accounting error correction
Due to the implementation of major asset restructuring in the reporting period, the financial data of the same
period of last year was retraced and restated with in accordance with the relevant standards of corporate merge
under common control.
In RMB
Amount (Year-beginning
Items to the end of the report Notes
period.)
Non-current asset disposal gain/loss(including the
write-off part for which assets impairment provision is -25,439.50
made)
Govemment subsidy recognized in current gain and
loss(excluding those closely related to the Company’s 61,444,645.87
business and granted under the state’s policies)
Current net gains and losses occurred from period-begin
102,025,476.76
to combination day by subsidiaries resulting from
3
The Third Quarterly Report 2016
business combination under common control
Other non-business income and expenditures other than
2,530,662.38
the above
Less：Amount of influence of income tax 15,987,467.19
Influence on minority shareholders’ equity (after tax) 331,842.10
Total 149,656,036.22 --
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and
its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure
for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as
recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information
disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
4
The Third Quarterly Report 2016
II.Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period
1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered and the
Shares Held by Top Ten Common Shareholders
In shares
Total preference
shareholders with the
Total number of common
69,125 voting power recovered at 0
shareholders at the period-end
the end of the reporting
period(if any)
Shares held by the top 10 shareholders
Amount of Pledging or freezing
Share tradable
Properties of Status of
Shareholder name proportion Quantity shares with
shareholder the Quantity
% Conditional
shares
held
Guangdong
State-owned
Communication Group Co., 24.55% 513,356,893 409,977,151
legal person
Ltd.
Guangdong Highway State-owned
22.30% 466,325,020 466,325,020
Construction Co., Ltd. legal person
Domestic non
Yadong Fuxing Yalian
State-owned 9.68% 202,429,149 202,429,149 Pledge 202,429,000
Investment Co., Ltd.
Legal person
Domestic non
Tibet Yingyue Investment
State-owned 4.84% 101,214,574 101,214,574
Management Co., Ltd.
Legal person
Guangdong Expressway State-owned
2.53% 52,937,491 52,937,491
Co., Ltd legal person
Domestic non
Guangfa Securities Co.,
State-owned 1.45% 30,364,372 30,364,372
Ltd.
Legal person
Domestic
Feng Wuchu 1.06% 22,139,197
Natural person
Domestic non
Haerbin Hali Industry Co.,
State-owned 0.71% 14,850,682
Ltd
Legal person
Overseas legal
Xinyue Co., Ltd. 0.63% 13,201,086
person
GUOTAI JUNAN Overseas legal
0.61% 12,815,182
SECURITIES(HONGKON person
5
The Third Quarterly Report 2016
G) LIMITED
Shares held by the Top 10 Shareholders of Non-restricted shares
Share type
Shareholders’ Names Number of the non-restricted shares held
Share type Quantity
Guangdong Communication RMB Common
103,379,742 103,379,742
Group Co., Ltd. shares
RMB Common
20,207,609
shares
Foreign shares
Feng Wuchu 22,139,197
placed in
1,931,588
domestic
exchange
RMB Common
Haerbin Hali Industry Co., Ltd 14,850,682 14,850,682
shares
Foreign shares
placed in
Xinyue Co., Ltd. 13,201,086 13,201,086
domestic
exchange
Foreign shares
GUOTAI JUNAN
placed in
SECURITIES(HONGKONG) 12,815,182 12,815,182
domestic
LIMITED
exchange
Bank of Communications－
Hybrid securities investment RMB Common
12,636,870 12,636,870
fund in Huaan strategy shares
optimizatio
Foreign shares
placed in
PERSHING LLC 12,363,377 12,363,377
domestic
exchange
Foreign shares
MATTHEWS CHINA placed in
7,026,181 7,026,181
DIVIDEND FUND domestic
exchange
Foreign shares
BBH A/C VANGUARD
placed in
EMERGING MARKETS 6,541,331 6,541,331
domestic
STOCK INDEX FUND
exchange
RMB Common
Li Zhuo 6,417,090 6,417,090
shares
6
The Third Quarterly Report 2016
Guangdong Communication Group Co., Ltd. is the parent company of
Guangdong Highway Construction Co., Ltd.,Guangdong Expressway Co., Ltd.
Explanation on associated
and Xinyue Co., Ltd.. It is unknown whether there is relationship between other
relationship or concerted action
shareholders and whether they are persons taking concerted action specified in
of the above shareholders the Regulations on Disclosure of Information about Change in Shareholding of
Shareholders of Listed Companies.
Harbin Hali Industry Co., Ltd. holds 14,849,774 A shares of the Company
Participation of top 10 through stock account with credit transaction and guarantee and holds 908 A
unconditional common share shares through ordinary stock account. hold 14,850,682 shares of the Company's
shareholders in securities stock totally；Li Zhuo holds 6,321,109 A shares of the Company through stock
margin trading (if any) account with credit transaction and guarantee and holds95,981 A shares through
ordinary stock account, hold6,417,.90 shares of the Company's stock totally.
Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of
unconditional common shares in the report period
□ Yes √ No
No agreed re-purchasing is performed by the Company’s shareholders in the report period.
2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the
report period
□ Applicable√ Not applicable
III. Significant Events
I. Particular about large-margin change of main accounting statement item and financial index and its
reason.
√ Applicable □ Not applicable
（I）Items of balance sheet as compared with the beginning of this year.
1.Monetary capital Increased by RMB 1892.72 million and 157.78% over the beginning of the year, mainly due to
net cash inflow of RMB 1476.20 million from operating activities, net cash inflow of RMB 1531.72 million from
investing activities and net cash outflow of RMB 1948.77 billion from financing activities.
2.Inventory increased by RMB 0.38 million and 47.98% over the beginning of the year, Mainly due to the
increase in the inventory materials for the electromechanical project of Guangdong Provincial Expressway
Technology Investment Co., Ltd.
3.Construction in process increased by RMB 8.98 million and 38.02% over the beginning of the year, Mainly due
to the up-front fees of the expansion project of southern section of Fokai Expressway occurred in the current
period.
4. Deferred income tax assets Increased by RMB 7.64 million and 1702.93% over the beginning of the year,
The main reason for the increase is:Due to the difference between the accounting method and the method of the
tax law in calculating the road assets depreciation of Guangfo Expressway Company, the deferred income tax is
recognized.
7
The Third Quarterly Report 2016
5.Interest payable Increased by RMB 90.94 million and 392.96% over the beginning of the year, The main reason
for the increase is: The parent company made a provision of RMB 50.92 million for the payable interests of
medium-term notes in the first three quarters, Jingzhu Expressway Guangzhu Section Co.,Ltd made a provision of
RMB 37.37 million for the January-to-June payable interests of entrusted loans of its original shareholder-
Guangdong Provincial Highway Construction Co. Ltd
6.Long-term Payable decreased by RMB 967.90 million and 99.79% over the beginning of the year, The reason is
that the parent company purchased the creditor’s rights of Jingzhu Expressway Guangzhu Section Co.,Ltd in June
2016, thus to be offset in the consolidated statements.
7. Paid-up capital Increased by RMB 833.69 million and 66.32% over the beginning of the year, The reason is due
to the share issuance during the current reporting period.
8. Capital reserve Increased by RMB 864.92 million and 52.63% over the beginning of the year.
(II) Items of profit statement as compared with the same period of the previous year
1.Operating income increased by RMB 110.61 million and 5.63% year on year, The main reason is that Guangfo
Expressway Co., Ltd , Fokai Expressway Co., Ltd. And Jingzhu Expressway Guangzhu Section Co., Ltd. have
increased their incomes of toll due to the natural increase of traffic volume.
2. Operating cost increased by RMB 23.60 million and 2.81% year on year, Mainly caused by that Guangfo
Expressway Co., Ltd. Guangdong Fokai Expressway Co., Ltd and Jingzhu Expressway Guangzhu Section Co.,
Ltd. were influenced by the increase of traffic flow, which resulted in an increase in depreciation funds.
3.Business tax and surcharge decreased by RMB33.53million and 48.94% year on year, The main reason for the
decrease is: As the full implementation on replacing the BT with VAT from May 1, 2016, the company pays VAT
instead of business tax for the company’s toll revenue and its relevant revenue, but VAT is not calculated in this
accounting item.
4.Administrative expense decreased by RMB 5.90 million and 4.72% year on year, Mainly for that the
Company increased revenue and reduced expenditure, which resulted in a decrease in administrative expense.
5.Financial expenses decreased by RMB 103.23 million and 27.46% year on year, Mainly due to the combined
impact of the lower interest rate and the repayment of the interest-bearing debt led to a decrease in the total debt
amount
6.Investment income increased by RMB 20.14 million and 6.37% year on year, The main reason for the increase
is: (1)As the traffic flow naturally grows, the toll revenue of Guangdong Guanghui Expressway Co. Ltd, Zhaoqing
Yuezhao Highway Co. Ltd and Ganzhou Kangda Expressway Co. Ltd increased, thus leading to the increase in the
profits, so the investment income has a year-on-year increase of RMB 44.80 million; (2) As Shenzhen Huiyan
Expressway Co. Ltd transferred Yantianao tunnel in the same period of last year, which led to an increase in the
net profits of the same period last year, but there is no such factor in the current reporting period, so the
investment income decreased RMB 22.08 million.
7.Non-operating income increased by RMB 39.12million and 147.74% year on year, The main reason of increase
is：Guangdong Provincial Fokai Expressway Co., Ltd received the second compensation of RMB 60.77 million in
the current period due to the early termination of toll charge of Jiujiang Bridge of National Highway 325, and last
year received RMB 20 million.
8.Income tax expenses increased by RMB 58.27million and 31.12% year on year, Mainly due to the increase in
total profits of Guangfo Expressway Co., Ltd, Guangdong Provincial Fokai Expressway Co., Ltd and Jingzhu
Section Expressway Co.,Ltd.
9.The net profit for the owners of the parent company increased by RMB 227.48 million and 39.91% year on year
due to the combined influence of the above factors.
(III) Notes of main items of cash flow statement
8
The Third Quarterly Report 2016
1. Cash received from returns on investment decreased by RMB 40.55 million year on year while no increase
occurred last period.
2 Cash paid for investment increased by RMB 803.50 million year on year, included the cash payment for
purchasing the 25% stake of Guangdong Provincial Fokai Expressway Co., Ltd held by Guangdong Provincial
Expressway Co., Ltd.
3. Payment of other cash related to investment activities increased by RMB 987.90 million year on year,paying
cash to purchase the creditor’s rights of Jingzhu Expressway Guangzhu Section Co.,Ltd possessed by Guangdong
Provincial Highway Construction Co., Ltd.
4. Cash received from investment increased by RMB 1633.50 million year on year, All because the company’s
major asset restructuring, The cash of the raised matching funds after deducting issuance cost
5.The cash received from obtaining loans increased by RMB 960.10 million and 92.50% year on year,
Mainly due to the company's current borrowing increase.
6 Other financing –related Cash received increased by RMB 51.73 million and 100% year on year, The divident
income of fractional shares
II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal.
√Applicable □Not applicable
(1)The related transaction and the issuance of shares and paying cash to purchase the assets and raise matching
funds
The 18th Meeting of the Seventh Board of Directors (provisional) meeting, 20th (provisional) meeting, the 23rd
(provisional) meeting and 25th (provisional) meetings and on 2015 the second provisional General Meeting by the
issue of shares and cash to buy assets and raise matching funds connected transaction matters. The transaction is
divided into issue of shares and payment of cash to buy assets and raise matching funds of two parts.
(1)Issue of Share and Cash to Buy Asset
The Company planned to purchase the 25% stock rights of Fokai Co., Ltd. which is held by Guangdong
Provincial Expressway Co., Ltd.(hereinafter referred to as ―Provincial Expressway‖) with issue of A shares and
cash to buy ; The Company planned to purchase the 100% stock rights of Guangzhu Co., Ltd. which is held by
Guangdong Provincial Highway Construction Co., Ltd.(hereinafter referred to as ―Construction Company‖)
with issue of A shares and cash to buy, and planned to purchase the creditor’s rights of Guangzhu East Co., Ltd.
from the Construction Company with cash to buy.
(2)Raise of Matching Funds
On Asian Union Investment Co., Ltd., Tibet Yingyue Investment and Management Co., Ltd., and GF Securities
Co., Ltd. to raise matching funds which is to used for the payment of this transaction’s partial cash consideration
and transaction tax as well as supplementing the cash flow of listed company, of which the raised matching funds’
amount shall not be over 1650 million RMB and 100% transaction price of the asset planned to buy
On January 14, 2016, the Company received the notice from CSRC. After being examined by the 4th working
conference in 2016 of Merger and Reorganization Committee held by Merger and Reorganization Audit
Committee for Listed Companies of CRSC on January 14, 2016, the Company’s issue of shares and cash to buy
assets and raise matching funds and related transactions was adopted conditionally.
The company received the China Securities Regulatory Commission, "the approval of Guangdong Provincial
Expressway Development Co., Ltd. issued shares to Guangdong Expressway Co., Ltd. to buy assets and raise
matching funds of approval" on February 5, 2016 (Commission license [2016 ] No. 230).
On June 17, 2016, the Company completed the transfer procedures of the underlying assets purchased by the
9
The Third Quarterly Report 2016
Company in this major asset reorganization.
On July 8, 2016, the Company completed the issuance of new shares and the going public work in this major
asset reorganization. On June 17, 2016, the Company completed the transfer procedures of the underlying assets
（II）The progress about the expansion project of southern section of Fokai Expressway
The National Development and Reform Commission recently disclosed its Approval to Guangdong Provincial
Sanbao-Shuikou Expressway Section Rebuilding and Expansion Project (No.1874-2016-NDRC Infrastructure
Document) on its website, agreed with the implementation of the Guangdong Provincial Sanbao-Shuikou
Expressway Section Rebuilding and Expansion Project., the company received the Approval to Guangdong
Provincial Sanbao-Shuikou Expressway Section Rebuilding and Expansion Project by The National Development
and Reform Commission (No.1874-2016-NDRC Infrastructure Document) forwarded by Guangdong Provincial
Development and Reform Commission.
According to the article,It’s estimated that the total investment of this project is about RMB 3.513 billion (The
static investment is about RMB 3.289 billion), of which the project capital is RMB 1.23 billion that accounts for
35% of the total investment and such amount of the project capital will be provided by Guangdong Provincial
Fokai Expressway Co., Ltd, and the rest amount of RMB 2.283 billion will be solved by using bank loans.
（III）The item of the investment to subscribe the non-publicly issued A-shares by Guoyuan Securities Co.,Ltd
The Proposal on the Company’s Subscription of the Non-publicly Issued A-shares by Guoyuan Securities Co.,Ltd
was examined and approved in the Company’s thirty-first meeting (Provisional) of the seventh board of directors
and the company’s 2016 third provisional shareholders' general meeting, agreed that the company shall not invest
more than RMB 0.8 billion for the subscription of the non-publicly issued A-shares by Guoyuan Securities
Co.,Ltd.
Description of the website for disclosing
Overview of material matters Date of disclosing
provisional announcements
www.cninfo.com.cn. Announcement
on the Company’s Significant Asset
January 15,2016 Reorganization Adopted by Mergers
and Acquisitions Committee of
CSRC and Trade Resumption
www.cninfo.com.cn Announcement
（I）The related transaction and the February 6,2016 on the acquirement of CSRC’s
issuance of shares and paying cash approval for the company’s major
to purchase the assets and raise asset restructuring
matching funds www.cninfo.com.cn. The report of
the related transaction and the
February 16,2016 issuance of shares and paying cash
to purchase the assets and raise
matching funds(Revised)
www.cninfo.com.cn .
March 29,2016
Related transaction announcement
June 17,2016 www.cninfo.com.cn .
10
The Third Quarterly Report 2016
Announcement regarding a major
asset restructuring transfer
completed
www.cninfo.com.cn.
Issue of shares and cash to buy
assets and raise matching funds of
July 7,2016
non-public issuance Report and the
listing announcement of the Related
Transaction
（ II ） The progress about the
www.cninfo.com.cn Announcement
expansion project of southern October 12,2016
of major events follow-up progress
section of Fokai Expressway
www.cninfo.com.cn .Announcement
July 8,2016 of Resolutions of the 31th Meeting
（III）The item of the investment to of the Seventh Board of directors
subscribe the non-publicly issued www.cninfo.com.cn. Announcement
July 8,2016
A-shares by Guoyuan Securities of External Investment
Co.,Ltd www.cninfo.com.cn .Announcement
of Resolutions of the Third
August 5,2016
provisional shareholders’ general
meeting in 2016
11
The Third Quarterly Report 2016
III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer, directors, supervisors, senior executives or other
related parties in the reporting period and commitments unfinished in implementation at the end of the reporting period
√Applicable□ Not applicable
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
Commitment on
share reform
Commitment in
the acquisition
report or the
report on equity
changes
Guangdong Expressway A shares acquired by the Company through subscription in this
major asset reorganization cannot be transferred or listed for transaction within thirty-six
months from the date of the completion of the shares issuance in this major asset
reorganization. Upon the expiry of the lock-up period, the transfer and transaction of
Guangdong The date of
these shares will be made in accordance with the effective laws and regulations, and Fulfill the
Highway the expiration
relevant provisions of CSRS and Shenzhen Stock Exchange (SSE). Upon the completion commitment
Construction June 26,2015 of the share
Commitments made of this major asset reorganization, if the closing price of the A-share of Guangdong normally
Co., Ltd. lock.
upon the assets Expressway is below the issue price for 20 consecutive trading days within six months,
replacement or at the end of six months after the completion of the transaction the closing price is
below the issue price, the lock-up period of the A-share of Guangdong Expressway
acquired by the Company through this major asset reorganization will be automatically
extended for six months.
Yadong Fuxing Guangdong Expressway A shares acquired by the Company through subscription in this The date of
Fulfill the
Yalian major asset reorganization cannot be transferred or listed for transaction within thirty-six the expiration
June 18,2015 commitment
Investment Co., months from the date of the completion of the shares issuance in this major asset of the share
normally
Ltd. reorganization. Upon the expiry of the lock-up period, the transfer and transaction of lock.
12
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
these shares will be made in accordance with the effective laws and regulations, and
relevant provisions of CSRS and SSE.The company guarantees that the company and the
controlling shareholder or actual controller of the company in a timely manner to provide
the major asset restructuring related information, and to ensure that the information
provided is true, accurate and complete. If the information provided by the existence of
false records, misleading statements or material omissions, the Guangdong Expressway
or investors caused losses, will be liable for compensation in accordance with law.
Upon the mutual agreement by the Company and the Guangdong Provincial Highway
Construction Co., Ltd., the predicted annual net profit of the Guangzhou Guangzhu
Transportation Investment Management Co., Ltd. is RMB 230.3606 million in 2016,
Guangdong RMB 263.2329 million in 2017, and RMB 286.5018 million in 2018. Within the term of The period of
Fulfill the
Highway compensation, if the cumulated net profit of Guangzhou Guangzhu Transportation August 26, compensation
commitment
Construction Investment Management Co., Ltd. by the end of a year is lower than the accumulated 2015 and the date of
normally
Co., Ltd. predicted net profit of that year, the Company will buy back the compensated shares at completion of
the price of RMB 1 from the Guangzhou Guangzhu Transportation Investment the agreement.
Management Co., Ltd. that should be calculated in accordance with the agreement, and
deregister such shares.
The commitment to avoid horizontal competition: 1. the Company and the companies This
Guangdong
that are under direct or indirect control of the Company, except Guangdong Expressway commitment
Communication
and its subsidiaries, will not use the controlling shareholders to damage the legitimate is valid from
Group Co., Ltd., Fulfill the
interests of the business activities of Guangdong Expressway and its medium and small the date of
Guangdong commitment
shareholders and its subsidiaries. 2. The Company and the companies that are under June 26,2015 signing this
Highway normally
direct or indirect control of the Company, except Guangdong Expressway and its letter of
Construction
subsidiaries, will not use the information acquired from Guangdong Expressway and its commitment
Co., Ltd.
subsidiaries to engage in core business which competes with Guangdong Expressway to the date on
and its subsidiaries and will not conduct any activity that damages or may damage the which the
13
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
legitimate interests of Guangdong Expressway and its medium and small shareholders shares of
and its subsidiaries. 3. As for the transfer of toll roads, bridges, tunnels and related Company is
ancillary facilities or equity invested, constructed or managed by the Company or no longer
companies, that are under direct or indirect control of the Company, except Guangdong controlled by
Expressway and its subsidiaries to the Company or any company that is under direct or the controlling
indirect control of the company, unless it is a transferee expressly designated by the shareholder of
relevant government departments, to the extent permitted by relevant laws and the
regulations, Guangdong Expressway has the right of preemption under the same Guangdong
conditions. 4. In the future, if the Company and the companies that are under direct or Expressway.
indirect control of the Company, except Guangdong Expressway and its subsidiaries,
invest and construct a parallel highway or a highway in the same direction on either side
of the Highway within 20 km, to the extent permitted by relevant laws and regulations,
except in the project whose investors have been expressly specified by the relevant
government departments, Guangdong Expressway has the priority right to invest ahead
of the Company and the companies that are under direct or indirect control of the
Company, except Guangdong Expressway and its subsidiaries,. This commitment, when
signed, constitutes the irrevocable legal obligations of the Company. If the circumstances
arise that cause damage to Guangdong Expressway because of the Company’s breach of
the commitment, the Company will bear the corresponding liability according to laws.
The commitment to reduce and regulate the connected transactions: 1. After the
completion of this major asset reorganization, the Company and the companies that are
under direct or indirect control of the Company, except Guangdong Expressway and its
subsidiaries, and other related parties will try to avoid the connected transaction with
Guangdong Expressway and its subsidiaries; the necessary and unavoidable connected
transactions shall be conducted in accordance with the
principles of fairness and compensation of equal value, the transaction prices shall be
determined according to the reasonable market price, the transaction approval procedures
14
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
and the disclosure obligations should be conducted in accordance with relevant laws,
regulations and regulatory documents, to effectively protect the interests of medium and
small shareholders of Guangdong Expressway . 2. The Company guarantees to be in
strict accordance with relevant laws and regulations, the regulations and regulatory
documents promulgated by CSRC, the business rules promulgated by Shenzhen Stock
Exchange (SSE) and the rules of the system such as the Articles of Association of
Guangdong Provincial Expressway Development Co., Ltd., exercise the shareholder
rights and fulfill the obligations of shareholders according to laws, without using
controlling shareholders’ holding position to seek improper interests, without damage to
the legitimate rights and interests of Guangdong Expressway and its medium and
small shareholders. Once in violation of the above-stated commitment, the company
conducts a transaction with Guangdong Expressway and its subsidiaries, causing
damages to them, it shall bear the liability for compensation according to laws.
(1) The commitment to the authenticity, accuracy and completeness of the information
disclosure and application documents: The Company guarantees that there is no false,
misleading statement or major omission in the information disclosure and application
documents for the major asset reorganization, and it bears the legal liability for the
Guangdong
authenticity, accuracy and completeness of the above-mentioned information disclosure
Provincial No Fulfill the
and application documents. (2) The commitment of Guangdong Expressway to not
Expressway commitment commitment
violate Article 39 of the Administrative Measures for the Issuance of Securities by Listed June 26,2015
Development period. normally
Companies. The Company confirms and warrants that there is no violation of the
Co., ltd.
following matters regulated by the Article 39 of the Administrative Measures for the
Issuance of Securities by Listed Companies: 1. The issuance application documents have
false, misleading statements or major omissions; 2. The interests of the Company are
seriously damaged by the controlling shareholders or the actual controller, and such
damages have not been eliminated; 3. The Company and its subsidiaries illegally provide
15
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
external guarantees and such guarantees have not been eliminated; 4. The Board of
Directors or senior management have recently been subject to administrative penalty by
CSRC within thirty-six months, or within 12 months have been publicly condemned by
the Stock Exchange; 5. The current Board of Directors and senior management of the
Company are suspected of a crime and investigated by the judiciary authorities or
suspected of breaking the laws or the regulations and investigated by CSRC; 6. In the
financial report of the most recent year or period, the CPA issues an audit report with
qualified opinion, adverse opinion or disclaimer of opinion, except that the significant
impact of matters concerning the qualified opinion, adverse opinion and disclaimer of
opinion has been eliminated or that the issue relates to the major reorganization; 7. Other
cases seriously damaging the legitimate interests of investors and the public interests. (3)
Other commitments: urge Fokai Expressway Co., Ltd. to transfer the Xiebian Office to
Guangfo Expressway Co., Ltd.
(1) The commitment to the authenticity, accuracy and completeness of the information (1) a promise
provided: The Company guarantees that there is no false, misleading statement or major without a
omission in the information disclosure and application documents for the major asset commitment
reorganization. If it is suspected that there is false, misleading statement or major period.
omission in the information disclosed or provided for the major asset reorganization, and (2) the date of
Guangdong Fulfill the
it is investigated by the judiciary authorities or by CSRC, before the clear conclusion of the validity of
Communication commitment
the case is reached, the Company will suspend the transfer of shares of Guangdong June 18,2015 the term
Group Co., Ltd. normally
Expressway held by the Company, and within two business days upon receipt of the commitment
notice of filing a case and inspection, the written application for suspending the transfer from the date
and the stock account should be submitted to the Board of Directors of Guangdong of this letter of
Expressway, and the Board of Directors of Guangdong Expressway, shall, on behalf of commitment
the Company, apply for the lockout towards Shenzhen Securities Exchange (SSE) and to the date of
Registration and Clearing Company; if the application for the lockout is not submitted the company
16
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
within two business days, after verification the Board of Directors authorized by the no longer is
Company will directly submits the Company’s identity and account information to the the date of the
Registration and Clearing Company and apply for the lockout; if the Board of Directors controlling
fails to do so, the Securities Exchange and the Registration and Clearing Company will shareholder of
be authorized to directly lock the related shares. If it is found that the Company has guangdong.
illegal circumstances, the Company promises that the lockout shares should be (3) the date of
automatically used for the compensation for the relevant investors. (2) The commitment the validity of
to maintain the independence of the listed company. The Company and the companies, the term
that are under direct or indirect control of the Company, except Guangdong Expressway commitment
and its subsidiaries, have increased their shares of Guangdong Expressway after the to the
completion of the major asset reorganization; however they will not damage the completion of
independence of Guangdong Expressway. They will continue to be separated from the
Guangdong Expressway in assets, personnel, finance, organization and business and completion of
strictly abide by the relevant provisions on the independence of listed companies of the
CSRC. They will not illegally use Guangdong Expressway to provide guarantee, or completion of
occupy its capital, and they will keep and maintain the its independence and safeguard the major
the legitimate rights and interests of other shareholders of it. (3)The company confirmed asset
and guaranteed: 1, the company set up and effectively exist in accordance with the law of restructuring.
the enterprise, the company has an independent legal personality, independent of the
ability to assume legal responsibility. 2, as the commitment letter issued by the Japanese,
the company does not exist in the listed company acquisition management approach "the
provisions of Article 6 of the acquisition of a listed company may not be under any of the
following circumstances: (1) bears a relatively large amount of debt, due and
outstanding, and in persistent state; (2) in recent 3 years, have major violations or
suspected of major violations; (3) in recent 3 years, have severe stock market acts of
dishonesty; (4) the laws, administrative regulations and recognized by the CSRC shall
not purchase of Listed Companies in other circumstances. This commitment is issued to
17
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
the completion of the reorganization before, if the company does not conform to the fact
that these commitments, the company that will be occurring in the facts, from within 3
days notice of Guangdong expressway, otherwise it will bear incurred in the full legal
responsibility.
(1) The commitment to the authenticity, accuracy and completeness of the information
(1) a promise
provided: 1. The Company guarantees to provide the information related to the major
without a
asset reorganization for Guangdong Expressway and ensures its authenticity, accuracy
commitment
and completeness; if there is false, misleading statement or major omission in the
period.
information provided, which causes losses to Guangdong Expressway or the investors,
(2) the date of
the Company will assume the compensation liabilities in accordance with laws. If it is
the validity of
suspected that there is false, misleading statement or major omission in the information
the term
disclosed or provided for the major asset reorganization, and it is investigated by the
commitment
judiciary authorities or by CSRC, before the clear conclusion of the case is reached, the
Guangdong from the date
Company will suspend the transfer of shares of Guangdong Expressway held by the Fulfill the
Highway of this letter of
Company, and within two business days upon receipt of the notice of filing a case and commitment
Construction June 26,2015 commitment
inspection, the written application for suspending the transfer and the stock account normally
Co., Ltd. to the date of
should be submitted to the Board of Directors of Guangdong Expressway , and the Board
the company
of Directors of Guangdong Expressway , shall, on behalf of the Company apply for the
no longer is
lockout towards Shenzhen Securities Exchange (SSE) and Registration and Clearing
the date of the
Company; if the application for the lockout is not submitted in two business days, after
controlling
verification the Board of Directors authorized by the Company will directly submits the
shareholder of
Company’s identity and account information to the Registration and Clearing Company
guangdong.
and apply for the lockout; if the Board of Directors fails to do so, the Securities
(3) the date of
Exchange and the Registration and Clearing Company will be authorized to directly lock
the validity of
the related shares. If it is found that the Company has illegal circumstances, the company
the term
promises that the lockout shares should be automatically used for the compensation for
18
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
the relevant investors. (2) The commitment to maintain the independence of the listed commitment
company. The Company and the companies, that are under direct or indirect control of to the
the Company, except Guangdong Expressway and its holding subsidiaries, have completion of
increased their shares of Guangdong Expressway after the completion of the major asset the
reorganization; however they will not damage the independence of Guangdong completion of
Expressway . They will continue to be separated from Guangdong Expressway in assets, the
personnel, finance, organization and business and strictly abide by the relevant completion of
provisions on the independence of listed companies of CSRC. They don’t illegally use the major
Guangdong Expressway to provide guarantee, or occupy its capital so as to keep and asset
maintain its independence and safeguard the legitimate rights and interests of other restructuring.
shareholders of Guangdong Expressway . All losses will be borne by the Company if it
breaks the above commitments and causes losses to Guangdong Expressway .
Guangdong Communication Group Co., Ltd. and Guangzhu Section of Jingzhu
Guangdong Expressway , Ltd. commit: within 10 working days after the closing of the transferred
Communication equities of the Guangzhou Guangzhu Investment Management Co., Ltd., the cash
Group Co., Ltd. pooling of the Guangzhu Section of Jingzhu Expressway Co., Ltd will be dispersed
Jingzhu ( including: Guangdong Transportation Group Co., Ltd., Guangzhu Section of Jingzhu
August Completed
Expressway Expressway Co., Ltd., and Industrial and Commercial Bank of China agree to terminate June 24,2016
26,2015
Guangzhu the Settlement Agreement on the Group Account Fund , Guangdong Transportation
Section Co., Group Co., Ltd. and Guangzhu Section of Jingzhu Expressway Co., Ltd. agree to
Ltd. terminate the Agreement on Settlement and Credit Management System Service of
Guangdong Transportation Group Co., Ltd. ).
Guangdong Guangdong Expressway Co., Ltd. and Guangdong Fokai Expressway Co., Ltd commit: December January Completed
Expressway Co., within 30 working days after the effective date of the agreement (December 7, 2015), the 7,2015 18,2016
19
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
Ltd., application for transfer procedures of the ownership of Heshan hostel shall be submitted
Guangdong to the relevant departments.
Fokai
Expressway Co.,
Ltd.
Guangdong Communication Group Co., Ltd. commits: within 3 years from the date of
completion of the reorganized underlying asset transfer, in which Guangzhu Section of
Jingzhu Highway Co., Ltd. shall hire professional organizations to sort out and prepare
Guangdong Fulfill the
the documents needed for the ownership registration and complete the ownership
Communication January commitment
registration procedures within 1 year for the relevant lands or real estates in Guangzhou June 14,2019
Group Co., Ltd. 19,2016 normally
and Zhuhai city for which the Guangdong Fokai Expressway Co., Ltd and Guangzhu
Section of Jingzhu Expressway Co., Ltd. have not gone through the procedures of
ownership registration.
Related
Guangdong Communication Group Co., Ltd. commits: for the lands, real estates and land, real
allocated lands for which the Guangdong Fokai Expressway Co., Ltd. and Guangzhu estate
Guangdong
Section of Jingzhu Expressway Co., Ltd. have not gone through the procedures of manageme Fulfill the
Communication
ownership registration (1) the property rights of the above-mentioned lands are clear, and nt commitment
January
Group Co., Ltd.
can be legally used by the target company; (2) assist or ask the Guangdong Highway Co., authority normally
19,2016
Ltd. and Guangdong Highway Construction Co., Ltd to assist in conducting the certificate
ownership registration of the real estates; (3) the land can continue to be used unscathed or related
before the ownership registration; (4) once losses arise, bear the losses of Guangdong land to
Expressway according to its shareholding ratio. complete
the
20
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
transfer
procedures
of the day.
The
company
submitted
to the
Guangdong China
Highway Securities
Constrution Co.,
Guangdong Highway Construction Co., Ltd. transfers its shareholder loans from
Regulatory
Ltd. Jingzhu
Guangzhu Section of Jingzhu Expressway Co., Ltd. into entrusted loans.
August Commissi Completed
Expressway 26,2015 on before
Guangzhu a major
Section Co., asset
Ltd. restructuri
ng
application
documents
.
Commitments make in
initial public offering or
re-financing
Equity incentive
commitment
Other commitments for
medium and small
21
The Third Quarterly Report 2016
Time of
Commitment Period of
Commitment Type Contents making Fulfillment
maker commitment
commitment
shareholders
Completed on
Yes
time(Y/N)
22
The Third Quarterly Report 2016
IV．Prediction of Business performance for 2016.
Alert of loss or significant change in net profit from the beginning of year to the end of next report period or
comparing with the same period of last year, and statement of causations.
□ Applicable √Not applicable
V. Investment in securities
□ Applicable √Not applicable
No Securities investment in period
VI. Investment in derivatives
□ Applicable √Not applicable
There is no derivative investment during the report period.
VII. Registration form of such Activities as Reception, Research, Communication, Interview
in the Reporting Period
√Applicable □Not applicable
Reception time Way of reception Types of visitors Basic index
1. The main content of research:1. the daily
operation; 2. the company's financial data
August 23,2016 Telephone Organization analysis;3. development strategy; 4. analysis on
the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily
operation; 2. the company's financial data
August 23,2016 Telephone Organization analysis;3. development strategy; 4. analysis on
the industry. 2.Primary data investigation: Public
information company regularly reports
1. The main content of research:1. the daily
operation; 2. the company's financial data
Onsite
August 25,2016 Organization analysis;3. development strategy; 4. analysis on
investigation
the industry. 2.Primary data investigation: Public
information company regularly reports
VIII. Outward Guarantee against the Regulations
□ Applicable √ Not applicable
The Company had no guarantee outside against the regulation in the reporting period.
IX. Non-operational Occupancy of the Company’s Capital by the Controlling
Shareholder and its Related Parties
□ Applicable √ Not applicable
The Company had no non-operational fund occupation from controlling shareholders and its related party.
23
The Third Quarterly Report 2016
IV. Financial Statement
I. Financial statement
1. Consolidated balance sheet
Prepared by：Guangdong Provincial Expressway Development Co., Ltd.
September 30,2016
In RMB
Items At the end of term Beginning of term
Current asset：
Monetary fund 3,092,347,803.12 1,199,629,276.85
Settlement provision
Outgoing call loan
Financial assets measured at fair value
with variations accounted into current
income account
Derivative financial assets
Bill receivable
Account receivable 90,273,234.71 77,396,705.54
Prepayments 3,655,794.38 7,390,264.97
Insurance receivable
Reinsurance receivable
Provisions of Reinsurance contracts
receivable
Interest receivable
Dividend receivable
Other account receivable 19,984,735.07 18,265,472.13
Repurchasing of financial assets
Inventories 1,178,127.02 800,998.80
Assets held for sales
Non-current asset due in 1 year 55,744.14
Other current asset
Total of current assets 3,207,495,438.44 1,303,482,718.29
Non-current assets：
Loans and payment on other’s behalf
disbursed
24
The Third Quarterly Report 2016
Disposable financial asset 1,690,191,339.49 1,796,056,064.29
Expired investment in possess
Long-term receivable
Long term share equity investment 2,294,234,652.57 2,250,314,577.89
Property investment 3,336,024.43 3,684,184.48
Fixed assets 9,095,623,286.90 9,733,198,359.00
Construction in progress 32,605,195.26 23,624,279.71
Engineering material 1,549,556.00 1,549,556.00
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 5,795,204.14 8,634,141.79
R & D petrol
Goodwill
Long-germ expenses to be amortized 2,217,217.08 3,576,970.11
Deferred income tax asset 8,084,273.43 448,397.20
Other non-current asset 1,725,932.97 2,343,267.94
Total of non-current assets 13,135,362,682.27 13,823,429,798.41
Total of assets 16,342,858,120.71 15,126,912,516.70
Current liabilities
Short-term loans
Loan from Central Bank
Deposit received and hold for others
Call loan received
Financial liabilities measured at fair value
with variations accounted into current
income account
Derivative financial liabilities
Bill payable
Account payable 140,529,599.84 173,079,084.60
Advance payment 39,446,553.05 35,079,806.09
Selling of repurchased financial assets
Fees and commissions receivable
Employees’ wage payable 9,717,148.16 6,616,356.87
Tax payable 115,068,540.36 90,711,647.65
25
The Third Quarterly Report 2016
Interest payable 114,087,872.74 23,143,564.41
Dividend payable 12,506,777.92 11,681,423.74
Other account payable 138,902,836.42 192,607,238.67
Reinsurance fee payable
Insurance contract provision
Entrusted trading of securities
Entrusted selling of securities
Liabilities held for sales
Non-current liability due in 1 year 1,670,680,000.00 1,379,080,000.00
Other current liability
Total of current liability 2,240,939,328.49 1,911,999,122.03
Non-current liabilities：
Long-term loan 5,233,760,000.00 4,830,760,000.00
Bond payable
Including：preferred stock
Sustainable debt
Long-term payable 2,022,210.11 969,925,895.09
Long-term payable employees’s
remuneration
Special payable
Expected liabilities
Deferred income
Deferred income tax liability 284,284,683.90 297,540,718.21
Other non-current liabilities
Total non-current liabilities 5,520,066,894.01 6,098,226,613.30
Total of liability 7,761,006,222.50 8,010,225,735.33
Owners’ equity
Share capital 2,090,806,126.00 1,257,117,748.00
Other equity instrument
Including：preferred stock
Sustainable debt
Capital reserves 2,508,408,342.98 1,643,484,871.70
Less：Shares in stock
Other comprehensive income 374,055,360.96 479,920,085.76
26
The Third Quarterly Report 2016
Special reserves
Surplus reserves 295,642,270.96 295,642,270.96
Common risk provision
Undistributed profit 2,788,046,881.03 2,179,239,324.01
Total of owner’s equity belong to the
8,056,958,981.93 5,855,404,300.43
parent company
Minority shareholders’ equity 524,892,916.28 1,261,282,480.94
Total of owners’ equity 8,581,851,898.21 7,116,686,781.37
Total of liabilities and owners’ equity 16,342,858,120.71 15,126,912,516.70
Legal Representative: Zheng Renfa Person in charge of accounting：Fang Zhi Accounting Dept Leader: Zhou Fang
2.Parent Company Balance Sheet
In RMB
Items At the end of term Beginning of term
Current asset：
Monetary fund 2,146,163,143.56 822,286,507.11
Financial assets measured at fair value with
variations accounted into current income
account
Derivative financial assets
Bill receivable
Account receivable
Prepayments 971,698.09 1,994,822.56
Interest receivable 21,403,966.59 137,958.34
Dividend receivable
Other account receivable 4,087,699.86 2,256,822.99
Inventories
Assets held for sales
Non-current asset due in 1 year 60,000,000.00
Other current asset
Total of current assets 2,232,626,508.10 826,676,111.00
Non-current assets：
Disposable financial asset 1,690,191,339.49 1,796,056,064.29
Expired investment in possess
27
The Third Quarterly Report 2016
Long-term receivable
Long term share equity investment 6,959,396,872.23 5,053,688,539.24
Property investment 3,083,886.18 3,432,046.23
Fixed assets 3,072,108.00 3,734,470.83
Construction in progress
Engineering material
Fixed asset disposal
Production physical assets
Gas & petrol
Intangible assets 821,703.40 1,056,003.37
R & D petrol
Goodwill
Long-germ expenses to be amortized 1,985,294.75 3,261,555.68
Deferred income tax asset
Other non-current asset 932,903,684.98 75,000,000.00
Total of non-current assets 9,591,454,889.03 6,936,228,679.64
Total of assets 11,824,081,397.13 7,762,904,790.64
Current liabilities
Short-term loans
Financial liabilities measured at fair value
with variations accounted into current
income account
Derivative financial liabilities
Bill payable
Account payable
Advance payment
Employees’ wage payable 995,183.07 1,022,391.27
Tax payable 513,624.70 4,915,239.62
Interest payable 72,410,994.22 17,625,272.46
Dividend payable 12,506,777.92 11,681,423.74
Other account payable 2,001,028.83 6,378,723.77
Classified as held for sale debt
Non-current liability due in 1 year 1,047,000,000.00 997,000,000.00
Other current liability 459,271,411.61 309,154,118.44
Total of current liability 1,594,699,020.35 1,347,777,169.30
28
The Third Quarterly Report 2016
Non-current liabilities：
Long-term loan 2,500,000,000.00 1,500,000,000.00
Bond payable
Including：preferred stock
Sustainable debt
Long-term payable 2,022,210.11 52,022,210.11
Long-term payable to employees
Special payable
Expected liabilities
Deferred income
Deferred income tax liability
Other non-current liabilities
Total of Non-current liabilities 2,502,022,210.11 1,552,022,210.11
Total of liability 4,096,721,230.46 2,899,799,379.41
Owners’ equity
Share capital 2,090,806,126.00 1,257,117,748.00
Other equity instrument
Including：preferred stock
Sustainable debt
Capital reserves 3,359,791,693.12 1,534,920,742.49
Less：Shares in stock
Other comprehensive income 374,055,360.96 479,920,085.76
Special reserves
Surplus reserves 279,797,987.31 279,797,987.31
Undistributed profit 1,622,908,999.28 1,311,348,847.67
Total of owners’ equity 7,727,360,166.67 4,863,105,411.23
Total of liabilities and owners’ equity 11,824,081,397.13 7,762,904,790.64
3.Consolidated Income statement of the Report period
In RMB
Items Amount in this period Amount in last period
I. Income from the key business 741,459,581.99 714,204,217.20
Incl：Business income 741,459,581.99 714,204,217.20
29
The Third Quarterly Report 2016
Interest income
Insurance fee earned
Fee and commission received
II. Total business cost 428,810,522.37 495,889,288.96
Incl：Business cost 305,283,543.01 312,963,207.85
Interest expense
Fee and commission paid
Insurance discharge payment
Net claim amount paid
Insurance policy dividend paid
Insurance policy dividend paid
Reinsurance expenses
Business tax and surcharge 2,696,476.12 24,567,749.10
Sales expense
Administrative expense 38,686,992.60 39,878,152.84
Financial expenses 82,143,510.64 118,480,179.17
Asset impairment loss
Add：Gains from change of fir value
（“-”for loss）
Investment gain（“-”for loss） 109,156,739.38 118,898,393.83
Incl: investment gains from affiliates 109,156,739.38 117,887,555.88
Gains from currency exchange（“-”for
loss）
III. Operational profit（“-”for loss 421,805,799.00 337,213,322.07
Add：Non-business income 1,913,046.35 20,443,266.52
Incl：Gains from disposal of
35,674.48 1,638.80
non-current assets
Less：Non business expenses 765,994.15 1,603,931.24
Incl：Loss from disposal of
69,835.80 12,284.85
non-current assets
IV.Total profit(“-”for loss) 422,952,851.20 356,052,657.35
Less：Income tax expenses 88,169,879.72 70,192,892.17
V. Net profit（“-”for net loss 334,782,971.48 285,859,765.18
Net profit attributable to the owners of 291,476,074.93 231,062,859.76
30
The Third Quarterly Report 2016
parent company
Minority shareholders’ equity 43,306,896.55 54,796,905.42
VI. Net after-tax of Other
7,057,648.32 -348,177,317.12
comprehensive income
Net after-tax
of other comprehensive income attribut 7,057,648.32 -348,177,317.12
able to owners of the parent company.
（I）Other comprehensive income items
that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets
2.Other comprehensive income under th
e equity method investee can not be recl
assified into profit or loss.
（II）
Other comprehensive income that will b 7,057,648.32 -348,177,317.12
e reclassified into profit or loss.
1.Other comprehensive income under th
e equity method investee can be reclassi
fied into profit or loss.
2.Gains and losses from changes in fair
7,057,648.32 -348,177,317.12
value available for sale financial assets
3.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets
4.The effective portion of cash flow hed
ges and losses
5.Translation differences in currency fin
ancial statements
6.Other
Net
after-tax of other comprehensive incom
e attributable to Minority shareholders’
equity
VII. Total comprehensive income 341,840,619.80 -62,317,551.94
Total comprehensive income
298,533,723.25 -117,114,457.36
attributable to the owner of the parent
31
The Third Quarterly Report 2016
company
Total comprehensive income
43,306,896.55 54,796,905.42
attributable minority shareholders
VIII. Earnings per share
（I）Basic earnings per share 0.14 0.13
(II)Diluted earnings per share 0.14 0.13
The current business combination under common control, the net profits of the combined party before achieved net profit of RMB
102,025,476.76, last period the combined party realized RM106,981,773.68.
Legal Representative: Zheng Renfa Person in charge of accounting：Fang Zhi Accounting Dept Leader: Zhou Fang
4.Income statement of the Parent Company of the Report period
In RMB
Items Amount in this period Amount in last period
I. Income from the key business 20,658,732.80 2,801,641.76
Less：Business cost 116,053.35 116,053.35
Business tax and surcharge 156,891.95
Sales expense
Administrative expense 13,019,284.71 15,877,775.35
Financial expenses 42,042,957.40 40,354,014.61
Asset impairment loss
Add：Gains from change of fir value
（“-”for loss）
Investment gain（“-”for loss） 336,768,519.45 141,754,006.05
Incl: investment gains from affiliates 109,156,739.37 140,743,168.10
II. Operational profit（“-”for loss） 302,248,956.79 88,050,912.55
Add ：Non-operational income
Including：Income from disposal of
non-current assets
Less：Non business expenses 116,650.81
Incl：Loss from disposal of non-current
115,075.00
assets
III.Total profit(“-”for loss) 302,248,956.79 87,934,261.74
Less：Income tax expenses
IV. Net profit（“-”for net loss） 302,248,956.79 87,934,261.74
V.Net of profit of other comprehensive i 7,057,648.32 -348,177,317.12
32
The Third Quarterly Report 2016
ncome
（I）Other comprehensive income
items that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets
2.Other comprehensive income under th
e equity method investee can not be recl
assified into profit or loss.
（ II ）
Other comprehensive income that will b 7,057,648.32 -348,177,317.12
e reclassified into profit or loss.
1.Other comprehensive income under th
e equity method investee can be reclassi
fied into profit or loss.
2.Gains and losses from changes in fair
7,057,648.32 -348,177,317.12
value available for sale financial assets
3.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets
4.The effective portion of cash flow hed
ges and losses
5.Translation differences in currency fin
ancial statements
6.Other
VI. Total comprehensive income 309,306,605.11 -260,243,055.38
VII. Earnings per share：
（I）Basic earnings per share
(II)Diluted earnings per share
5. Consolidated Income statement between the beginning of the year and end of the report period
In RMB
Items Amount in this period Amount in last period
I. Total operating income 2,074,951,761.76 1,964,338,360.43
Including：Operating income 2,074,951,761.76 1,964,338,360.43
Interest income
33
The Third Quarterly Report 2016
Insurance gained
Commission charge and commission
income
II. Total operating cost 1,291,061,746.90 1,410,380,734.86
Including：Operating cost 864,231,016.09 840,635,532.67
Interest expense
Commission chare and commission
expense
Insurance discharge
payment
Net claim amount paid
Insurance policy dividend paid
Insurance policy dividend paid
Reinsurance expenses
Business tax and
34,979,823.57 68,510,498.89
surcharge
Sales expense
Administrative expense 119,266,608.44 125,170,256.10
Financial expenses 272,761,745.85 375,993,065.54
Asset impairment loss -177,447.05 71,381.66
Add：Gains from change of fir value
（“-”for loss）
Investment gain（“-”for loss） 336,587,426.70 316,444,941.22
Incl: investment gains from affiliates 290,889,715.03 270,822,473.40
Gains from currency exchange（“-”for
loss）
III. Operational profit（“-”for loss 1,120,477,441.56 870,402,566.79
Add：Non-business income 65,594,191.49 26,476,745.03
Incl：Gains from disposal of
146,849.95 12,320.80
non-current assets
Less：Non business expenses 1,644,322.74 2,453,414.22
Incl：Loss from disposal of
172,289.45 378,014.94
non-current assets
IV.Total profit(“-”for loss) 1,184,427,310.31 894,425,897.60
Less：Income tax expenses 245,502,700.15 187,237,062.97
34
The Third Quarterly Report 2016
V. Net profit（“-”for net loss 938,924,610.16 707,188,834.63
Net profit attributable to the owners of
797,375,219.22 569,900,003.49
parent company
Minority shareholders’ equity 141,549,390.94 137,288,831.14
VI. Net after-tax of Other
-105,864,724.80 -235,254,944.00
comprehensive income
Net after-tax
of other comprehensive income attribut -105,864,724.80 -235,254,944.00
able to owners of the parent company.
（I）Other comprehensive income items
that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets
2.Other comprehensive income under th
e equity method investee can not be recl
assified into profit or loss.
（II）
Other comprehensive income that will b -105,864,724.80 -235,254,944.00
e reclassified into profit or loss.
1.Other comprehensive income under th
e equity method investee can be reclassi
fied into profit or loss.
2.Gains and losses from changes in fair
-105,864,724.80 -235,254,944.00
value available for sale financial assets
3.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets
4.The effective portion of cash flow hed
ges and losses
5.Translation differences in currency fin
ancial statements
6.Other
Net
after-tax of other comprehensive incom
e attributable to Minority shareholders’
equity
35
The Third Quarterly Report 2016
VII. Total comprehensive income 833,059,885.36 471,933,890.63
Total comprehensive income
attributable to the owner of the parent 691,510,494.42 334,645,059.49
company
Total comprehensive income
141,549,390.94 137,288,831.14
attributable minority shareholders
VIII. Earnings per share
（I）Basic earnings per share 0.43 0.33
(II)Diluted earnings per share 0.43 0.33
The current business combination under common control, the net profits of the combined party before achieved net profit of RMB
102,025,476.76, last period the combined party realized RMB106,981,773.68.
6.Income Statement of the Parent Between the Beginning of the Year and End of the Report Period
In RMB
Items Amount in this period Amount in last period
I. Business income 31,163,735.61 12,129,110.37
Less：Business cost 348,160.05 348,160.05
Business tax and surcharge 361,322.43 730,075.30
Sales expense
Administrative expense 44,002,056.60 52,986,222.75
Financial expenses 115,490,339.57 125,871,739.15
Asset impairment loss
Add：Gains from change of fir value
（“-”for loss）
Investment gain（“-”for loss） 629,165,956.85 401,519,305.58
Incl: investment gains from affiliates 325,057,770.08 328,722,259.68
II. Operational profit 500,127,813.81 233,712,218.70
Add：Non-business income 26,300.00
Incl：Gains from disposal of
non-current assets
Less：Non business expenses 124,348.25
Incl：Loss from disposal of non-current
122,652.44
assets
III.Total profit 500,127,813.81 233,614,170.45
Less：Income tax expenses
IV. Net profit 500,127,813.81 233,614,170.45
36
The Third Quarterly Report 2016
V. Net after-tax of Other comprehensive
-105,864,724.80 -235,254,944.00
income
Net after –tax
of profit of other comprehensive incom
e attributable to owners of the parent co
mpany.
（I）Other comprehensive income items
that will not be reclassified into
gains/losses in the subsequent
accounting period
1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets
2.Other comprehensive income under th
e equity method investee can not be recl -105,864,724.80 -235,254,944.00
assified into profit or loss.
（II）
Other comprehensive income that will b
e reclassified into profit or loss.
1.Other comprehensive income under th
e equity method investee can be reclassi -105,864,724.80 -235,254,944.00
fied into profit or loss.
2.Gains and losses from changes in fair
value available for sale financial assets
3.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets
4.The effective portion of cash flow hed
ges and losses
5.Translation differences in currency fin
ancial statements
6.Other 394,263,089.01 -1,640,773.55
V. Earnings per share
（I）Basic earnings per share
(II)Diluted earnings per share
7. Consolidated Cash Flow Statement Between the Beginning of the Year and End of the Report Period
In RMB
Items Amount in this period Amount in last period
37
The Third Quarterly Report 2016
I.Cash flows from operating activities
Cash received from sales of goods or
2,090,706,476.39 1,867,551,212.00
rending 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 bodies
Cash received against original insurance
contract
Net cash received from reinsurance
business
Net increase of client deposit and
investment
Net increase of the financial assets that
are measured at fair value and whose
movement is counted to the current gain
and loss
Cash received as interest, processing fee
and commission
Net increase of inter-bank fund received
Net increase of repurchasing business
Tax returned
Other cash received from business
64,414,941.26 85,490,024.37
operation
Sub-total of cash inflow 2,155,121,417.65 1,953,041,236.37
Cash paid for purchasing of
77,747,481.21 63,673,763.99
merchandise and services
Net increase of client trade and advance
Net increase of savings n central bank
and brother company
Cash paid for original contract claim
Cash paid for interest, processing fee
and commission
Cash paid for policy dividend
Cash paid to staffs or paid for staffs 202,712,813.20 212,878,382.11
Taxes paid 312,423,889.98 268,045,921.07
38
The Third Quarterly Report 2016
Other cash paid for business activities 86,041,616.58 77,058,267.25
Sub-total of cash outflow from business
678,925,800.97 621,656,334.42
activities
Cash flow generated by business
1,476,195,616.68 1,331,384,901.95
operation, net
II.Cash flow generated by investing
Cash received from investment
40,549,909.00
retrieving
Cash received as investment gains 292,667,352.01 311,676,183.82
Net cash retrieved from disposal of
fixed assets, intangible assets, and other 656,801.00 17,107.00
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received 61,275,293.24
Sub-total of cash inflow due to
354,599,446.25 352,243,199.82
investment activities
Cash paid for construction of fixed
assets, intangible assets and other 94,916,306.81 89,777,640.47
long-term assets
Cash paid as investment 803,500,000.00
Net increase of loan against pledge
Net cash received from subsidiaries and
other operational units
Other cash paid for investment
987,903,684.98
activities
Sub-total of cash outflow due to
1,886,319,991.79 89,777,640.47
investment activities
Net cash flow generated by investment -1,531,720,545.54 262,465,559.35
III.Cash flow generated by financing
Cash received as investment 1,633,499,989.30
Incl: Cash received as investment from
minor shareholders
Cash received as loans 1,998,000,000.00 1,037,903,684.98
Cash received from bond placing
Other financing –related ash received 5,173.81
Sub-total of cash inflow from financing 3,631,505,163.11 1,037,903,684.98
39
The Third Quarterly Report 2016
activities
Cash to repay debts 1,283,400,000.00 1,824,623,684.98
Cash paid as dividend, profit, or
394,611,135.28 401,928,946.01
interests
Incl: Dividend and profit paid by
subsidiaries to minor shareholders
Other cash paid for financing activities 4,727,368.84 3,000,000.00
Sub-total of cash outflow due to
1,682,738,504.12 2,229,552,630.99
financing activities
Net cash flow generated by financing 1,948,766,658.99 -1,191,648,946.01
IV. Influence of exchange rate
-523,203.86 -500,338.15
alternation on cash and cash equivalents
V.Net increase of cash and cash
1,892,718,526.27 401,701,177.14
equivalents
Add: balance of cash and cash
1,199,629,276.85 737,462,446.86
equivalents at the beginning of term
VI ..Balance of cash and cash
3,092,347,803.12 1,139,163,624.00
equivalents at the end of term
8. Cash Flow Statement of the Parent Between the Beginning of the Year and End of the Report Period
In RMB
Items Amount in this period Amount in last period
I.Cash flows from operating activities
Cash received from sales of goods or
8,146,814.48 4,340,087.24
rending of services
Tax returned
Other cash received from business
171,178,904.77 11,626,230.90
operation
Sub-total of cash inflow 179,325,719.25 15,966,318.14
Cash paid for purchasing of
merchandise and services
Cash paid to staffs or paid for staffs 27,376,371.77 34,605,679.08
Taxes paid 4,606,170.36 1,012,868.13
Other cash paid for business activities 29,074,861.23 99,667,792.25
Sub-total of cash outflow from business
61,057,403.36 135,286,339.46
activities
40
The Third Quarterly Report 2016
Cash flow generated by business
118,268,315.89 -119,320,021.32
operation, net
II.Cash flow generated by investing
Cash received from investment
40,549,909.00
retrieving
Cash received as investment gains 551,077,827.12 328,973,857.11
Net cash retrieved from disposal of
fixed assets, intangible assets, and other 1,425.00
long-term assets
Net cash received from disposal of
subsidiaries or other operational units
Other investment-related cash received 73,220,416.67 137,891,227.77
Sub-total of cash inflow due to
624,298,243.79 507,416,418.88
investment activities
Cash paid for construction of
fixed assets, intangible assets 394,590.00 334,184.41
and other long-term assets
Cash paid as investment 803,500,000.00
Net cash received from subsidiaries and
other operational units
Other cash paid for investment
987,903,684.98
activities
Sub-total of cash outflow due to
1,791,798,274.98 334,184.41
investment activities
Net cash flow generated by investment -1,167,500,031.19 507,082,234.47
III.Cash flow generated by financing
Cash received as investment 1,633,499,989.30
Cash received as loans 1,000,000,000.00 50,000,000.00
Cash received from bond placing
Other financing –related ash received 5,173.81
Sub-total of cash inflow from
2,633,505,163.11 50,000,000.00
financing activities
Cash to repay debts
Cash paid as dividend, profit, or
255,146,238.66 198,356,144.32
interests
Other cash paid for financing activities 4,727,368.84 3,000,000.00
Sub-total of cash outflow due to 259,873,607.50 201,356,144.32
41
The Third Quarterly Report 2016
financing activities
Net cash flow generated by financing 2,373,631,555.61 -151,356,144.32
IV. Influence of exchange rate
-523,203.86 -500,338.15
alternation on cash and cash equivalents
V.Net increase of cash and cash
1,323,876,636.45 235,905,730.68
equivalents
Add: balance of cash and cash
822,286,507.11 332,632,828.69
equivalents at the beginning of term
VI ..Balance of cash and cash
2,146,163,143.56 568,538,559.37
equivalents at the end of term
II. Auditor‘s report
If the 3rd quarterly report been audited
[] Yes [V] No
The 3rd quarterly report has not been audited.
42
