广东电力发展股份有限公司 2012 年第三季度报告全文 Stock Abbreviation:Yue Dian Li A, Yue Dian Li B Stock Code:000539、200539 Announcement No.:2012-46 The Third Quarterly Report 2012 §1 Important notes The Board of Directors of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. Other directors attended the meeting on examining the Annual except for the following directors. Name absent Title Reason of absence Name of entrusted director Gao Shiqiang Director Due to business Liu Qian Li Mingliang Director Due to business Lin Shizhuang Zhang Xueqiu Director Due to business Liu Tao Independent Wang Jun Due to business Song Xianzhong Director Mr. Pan Li, Person in charge of the Company, Mr.Li Xiaoqing , Person in charge of accounting works, Mr. Qin Jingdong ,CFO as well as person in charge of accounting institution represent and warrant the financial and accounting report in the Third report is true and complete. II. Basic Information of the Company 1..Main accounting data and indices If retrospective adjustment has been carried our on financial reports of previous periods. □ Yes √ No □ Not applicable 2012.9.30 2011.12.31 Increase /decrease(%) Total assets(RMB) 40,025,535,499.00 39,480,195,392.00 1.38% Owner’s equity attributable to the shareholders of the listed 10,641,770,488.00 10,206,623,366.00 4.26% company (RMB) Stock capital(Shares) 2,797,451,138.00 2,797,451,138.00 0% Net assets per share attributable to the 3.8 3.66 3.83% shareholders of the listed company(RMB/shares) Increase/decrease in the Increase/decrease in the report period compared January-September report period compared July-September 2012 with the same period of 2012 with the same period of the last year(%) the last year(%) Total turnover(RMB) 3,388,780,124.00 -15.91% 11,215,260,005.00 6.81% Net profit attributable to shareholders of the listed 336,756,680.00 244.18% 628,924,901.00 51.37% company(RMB) Net cash flow arising from operating activities -- -- 2,943,966,162.00 102.25% (RMB) Net cash flow per share -- -- 1.05 101.92% arising from operating 1 广东电力发展股份有限公司 2012 年第三季度报告全文 activities(yuan/shares) Basic earnings per share 0.12 300% 0.23 53.33% (yuan/shares) Diluted earnings per 0.12 300% 0.23 53.33% share(yuan/shares) Weighted average return 3.21% 2.26% 6.03% 1.99% on equity(%) Weighted average Return on net assets after 3.13% 0.55% 5.55% 0.01% deducting non-recurring gains and losses(%) Items of noncurrent and losses and amount deducted √ applicable □ not applicable Amount from the beginning of year to Items Remarks the end of report period (RMB) Gain/loss form disposal of non-current assets 24,572,825.00 Tax refund, deduction and exemption that is examined and approved by authority exceeding or has no official approval document. Governmental Subsidy accounted as current gain/loss, except for those subsidies at with amount or quantity fixed 3,603,618.00 by the national government and closely related to the Company’s business operation. Capital adoption fee collected from non-financial organizations and accounted into current gain/loss Gain/loss from differences between the cost of enterprise merger and the fair value of recognizable net asset of the invested entities Gain/loss from non-monetary assets Gain/loss from commissioned investment or assets Asser impairment provisions provided for force-majeur Gain/loss from debt reorganization Enterprise reorganizing expenses, such as employee placement fee and integration fee Gain/loss from trade departing from fair value Current net gain/loss of subsidiaries under same control from beginning of term till date of consolidation Gain/loss generated by contingent liabilities without connection with main businesses In addition to normal business with the company effective hedging related business, holders of tradable financial assets, transactions and financial liabilities arising from changes in fair value gains and losses, as well as the disposal of trading of financial assets, trading financial liabilities and available-for-sale financial assets gains return on investment; Restoring of receivable account impairment provision tested individually Gain/loss from commissioned loans 20,039,558.00 2 广东电力发展股份有限公司 2012 年第三季度报告全文 Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement Influence of one-time adjustment made on current gain/loss account according to the laws and regulations regarding tax and accounting Consigning fee received for cosigned operation Net amount of non-operating income and expense except 1,612,298.00 the aforesaid items Other gain/loss items satisfying the definition of non-recurring gain/loss account Influenced amount of minority shareholders’ equity 20,511,857.00 Amount of influence of income tax 1,350,115.00 Total 71,690,271.00 -- The information of main accounting data and main financial indices of the company by the end of report period..(Filling the adjustment explanation if retroactive adjusted) Items Amount(RMB) Remarks II. Total number of shareholders and top 10 holders of shareholders at the end of report period Total number of shareholders at 120,747 the end of report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Type and amount Full name of shareholder unrestricted conditions held at the end of report period Type Amount Guangdong Yudean Group Co., 1,232,425,342 RMB Common shares 1,232,425,342 Ltd. Shenzhen Guangfa Electric 101,777,185 RMB Common shares 101,777,185 Power Investment Co., Ltd. Guangdong Electric Power 78,639,451 RMB Common shares 78,639,451 Development Company Guangdong Guangkong Group 22,961,754 RMB Common shares 22,961,754 Co., Ltd. China Life Insurance Co.,Ltd- Dividend -Individual 20,413,822 RMB Common shares 20,413,822 dividend-005L-FH002 Shen China Construction Bank- Boshi Theme industry securities 19,696,259 RMB Common shares 19,696,259 investment fund Taifook Securities Company Foreign shares placed in 15,710,660 15,710,660 Limited-Account Client domestic exchange China Construction Bank- Penghua Value Advantage 15,484,373 RMB Common shares 15,484,373 Stock-linked Security Investment Fund ICBC-Huitianfu Growth Stoc 15,276,139 RMB Common shares 15,276,139 k securities investment fund GOLDEN CHINA MASTER Foreign shares placed in 13,187,869 13,187,869 FUND domestic exchange Notes to the related relationship Guangdong Electric Power Development Co., Ltd. the Third of the top 10 shareholders, is a between the top ten subsidiary of Yudean Group, Which is the No.3 shareholder; its is unknown whether relationship 3 广东电力发展股份有限公司 2012 年第三季度报告全文 shareholders or their concerted exists between other shareholders. action 3 Significant Events 1 Particular about large-margin change of main accounting statement item and financial index and its reason. √ Applicable □ Not applicable 1. Due to rise in electricity rate, fall of coal price and assets impairment in the same period of the previous year, the operating gross profit rate of the Company somewhat rose and its earnings increased substantially year on year. 2. Due to rise in electricity rate and fall of coal price, net cash flows from operating activities increased by big margin year on year. II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal reason. 1. Non-standard Opinion □applicable √ not applicable 2 The Company provided funds to its controlling shareholder or related parties and provided guarantees in violation of established procedures. □applicable √ not applicable 3.Signing and performance of significant contracts for daily operation □applicable √ not applicable 4.Other √applicable □ not applicable In the report period, the Company continued to carry out the subsequent work for the significant asset reorganization concerning purchasing assets through issuing shares to the controlling shareholder. Except Guangdong Huizhou Pinghai Power Plant Co., Ltd., the procedures of industrial and commercial registration of changes for equity transfer have been settled for the other 6 target companies. The Company is trying to complete the asset delivery of all target companies and share issue by the end of this year. III. Companies or shareholders holding more than 5% equity during the reporting period or the commitments continued to the reporting period. √applicable □ not applicable Time of Term of Impleme Items of commitments Promisee Content of commitments commitme Commitme ntation nts nts Promise in share holding structure reform Commitments made in Acquisition Report or Reports on Change in interests 4 广东电力发展股份有限公司 2012 年第三季度报告全文 Commitments made in Material assets Reorganization ①Yue Dian Li is the only platform of listing for integration of power generation assets in Yudean Group. ② After the completion of this reorganization, it is unsuitable to inject the remaining power generation assets in China controlled by Yudean Group due to various problems including imperfectness of procedures of examination and approval, status of profit making, provisions of cooperation agreement and use of land, except Yue Dian Li and the power generation assets controlled by it. According to the status of Guangdong solution of the above-mentioned problems, Under Commitments made in Yudean Yudean Group will gradually inject the assets November fulfillme issuing Group Co., qualified for listing into Yue Dian Li through 3, 2011 nt Ltd. assets merger and acquisition or reorganization in the next 5 years and finally realize the overall listing of its power generation assets in China. ③ During the injection of power generation assets into Yue Dian Li, Yudean Group will first support Yue Dian Li in respect of power supply project development, capital operation, assets merger and acquisition, etc. ④ Yudean Group will continue to fulfill all commitments of supporting the development of Yue Dian Li that were made by it before. 138,047,138 RMB ordinary shares (A shares) privately issued by the Company to Guangdong Yudean Group Co., Ltd., its controlling Guangdong shareholder, were listed at Shenzhen Stock Under Yudean Exchange from May 25, 2010. Yudean Group May 25, 3 years fulfillme Group Co., promised not to assign the stocks of Yue Dian Li 2010 nt Ltd. owned by it within 36 months from the said day of listing. Other commitments offered to the company’s √ Yes □ No □not applicable minority shareholders Whether the commitments fulfilled in a timely manner The specific reason for the unfinished √ Yes □ No □not applicable commitments and the next step Whether leads to competition and the problem of related party 5 广东电力发展股份有限公司 2012 年第三季度报告全文 transaction commitment Committed settled deadline Solution way Commitments fulfill status IV. Prediction of Business performance for 2012. Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. □applicable √ not applicable V. Other significant events need to be explained 1.Securities investment □applicable √ not applicable 2. Derivative Investment □applicable √ not applicable 3.Particulars about derivatives investment held at the end of report period □applicable √ not applicable 4. The registration form of acceptance of investigation, communication and interview in the report period for future reference Content of Date Place Mode Type Visitor discussion and materials provided Office of the The company July 10, 2012 Onsite investigation Organization Rixing Securities Company operation status Zhongjin Company, Office of the The company August 29, 2012 Onsite investigation Organization Northeast Company operation status Securities Office of the CITIC Securities The company September 5, 2012 Onsite investigation Organization Company Joint research operation status Guoyuan Securities, China Merchants Securities ,Shenzhe Office of the The company September21, 2012 Onsite investigation Organization n Yingtai Company operation status Investment Management Co., Ltd. 6 广东电力发展股份有限公司 2012 年第三季度报告全文 5.Issue of corporate bond Have the company issued any corporate bond √applicable □ not applicable The Company issued corporate bonds of RMB 2 billion with face interest rate of 5.5% on March 10, 2008. China construction bank holdings Co., Ltd authorizes its Guangdong branch to issue bonds interest’s cash for our company, and fully offer the guarantee of unconditional irrevocable and related duty. In the report period, the guarantor has made profit continuously and its asset scale has kept increasing. There has been no material unfavorable change in credit status. The Company's credit status has not changed apparently. At the end of the report period, the assets-liabilities ratio of the Company was 65.63%. On March 12, 2012, the Company paid the interest of corporate bonds for the fourth interest period. In the future, the Company will continue to provide guarantee for the debt service concerning its corporate bonds through steady development of its own business. China International Finance Co., Ltd., the trustee of the bonds of the Company, published annual report on entrusted management of bonds on April 26, 2012. The content of the report includes the Company's operating status, condition of assets, condition of use of proceeds raised through issue of bonds, follow-up rating of bonds, etc. II. The second provisional shareholders' general meeting of the Company in 2012 examined and adopted the Proposal for Issuing Corporate Bonds. The Company plans to issue corporate bonds in the total amount not exceeding RMB 1.2 billion. On October 12, 2012, Issue Examination Committee of China Securities Regulatory Commission examined the application of the Company for issue of corporate bonds. According to the result of examination, the application of the Company for issue of corporate bonds has been approved. 4 Appendix 1 Financial statements Consolidated or not: √Yes □ No□not applicable All figures in the notes to the financial statements are in RMB yuan except for otherwise stated. 1. Consolidated Balance sheet Prepared by: Guangdong Electric Power Development Co., Ltd. Unit :RMB Year-end balance Items Year-beginning balance Current asset: Monetary fund Settlement provision Outgoing call loan Trading financial assets Bill receivable Account receivable Prepayments Insurance receivable 7 广东电力发展股份有限公司 2012 年第三季度报告全文 Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable Repurchasing of financial assets Inventories Non-current asset due in 1 year Other current asset Total of current assets Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment Property investment Fixed assets Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets R & D petrol Goodwill Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets Total of assets Current liabilities Short-term loans Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 8 广东电力发展股份有限公司 2012 年第三季度报告全文 Advance payment Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable Tax payable Interest payable Dividend payable Other account payable Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability Total of current liability Non-current liabilities: Long-term loan Bond payable Long-term payable Special payable Expected liabilities Differed income tax liability Other non-current liabilities Total of non-current liabilities Total of liability Owners’ equity Share capital Capital reserves Less:Shares in stock Special reserve Surplus reserves Common risk provision Undistributed profit Different of foreign currency translation Total of owner’s equity belong to the parent company Minor shareholders’ equity Total of owners’ equity Total of liabilities and owners’ equity Legal representative :Pan Li 9 广东电力发展股份有限公司 2012 年第三季度报告全文 Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 2. Balance sheet of the Parent Company Prepared by: Guangdong Electric Power Development Co., Ltd. Unit :RMB Year-end balance Items Year-beginning balance Current asset: Monetary fund Trading financial assets Bill receivable Account receivable Prepayments Interest receivable Dividend receivable Other account receivable Inventories Non-current asset due in 1 year Other current asset Total of current assets Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment Property investment Fixed assets Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets R & D petrol Goodwill Long-germ expenses to be amortized Differed income tax asset Other non-current asset Total of non-current assets 10 广东电力发展股份有限公司 2012 年第三季度报告全文 Total of assets Current liabilities Short-term loans Trade off financial liabilities Bill payable Account payable Advance payment Employees’ wage payable Tax payable Interest payable Dividend payable Other account payable Non-current liability due in 1 year Other current liability Total of current liability Non-current liabilities: Long-term loan Bond payable Long-term payable Special payable Expected liabilities Differed income tax liability Other non-current liabilities Total of Non-current liabilities Total of liability Owners’ equity Share capital Capital reserves Less:Shares in stock Special reserves Surplus reserves Common risk provision Undistributed profit Different of foreign currency translation Total of owners’ equity Total of liabilities and owners’ equity Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 11 广东电力发展股份有限公司 2012 年第三季度报告全文 3. Profit statement (Consolidated )of the report period Prepared by: Guangdong Electric Power Development Co., Ltd. Unit : RMB Items Report period Same period of the previous year I. Total operating income Including:Operating income Interest income Insurance gained Commission charge and commission income II. Total operating cost Including:Operating cost Interest expense Commission chare and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras Sales expenses Administration expenses Financial expenses Losses of devaluation of assets Add :Changing income of fair value Investment income Including:Investment income on affiliate company and joint venture Exchange income III. Operating profit Add :Non-operating income Less:Non-operating expense Including :Disposal loss of non-current assets IV. Total profit Less:Income tax V. Net profit Including: Net profit realized by the entity taken over before the takeover Net profit attributable to owner’s equity of parent company Minority shareholders’ gains and losses VI. Earnings per share: -- -- 12 广东电力发展股份有限公司 2012 年第三季度报告全文 (I)Basic earnings per share (II)Diluted earnings per share VII. Other comprehensive income VIII. Total comprehensive income Total comprehensive income attributable to the owner of the parent company Total comprehensive income attributable minority shareholders Enterprise combination under same controlling at the end of current period. the net profit for the enterprise to be combined is 0..00.. Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 4. Profit statement(Parent Company) of the report period Prepared by: Guangdong Electric Power Development Co., Ltd. Unit : RMB Items Report period Same period of the previous year I. Business income Less:Business cost Business tax and surcharge Sales expense Administrative expense Financial expenses Asset impairment loss Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) Incl: investment gains from affiliates II. Operational profit Add:Non-business income Less:Non business expenses Incl:Loss from disposal of non-current assets III.Total profit Less:Income tax expenses IV. Net profit V. Earnings per share (I)Basic earnings per share 13 广东电力发展股份有限公司 2012 年第三季度报告全文 (II)Diluted earnings per share VII. Other comprehensive income VIII. Total comprehensive income Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 5.Profit statement(Consolidated) from year-begin to the end of report period Prepared by: Guangdong Electric Power Development Co., Ltd. Unit : RMB Items Report period Same period of the previous year I. Total operating income Including:Operating income Interest income Insurance gained Commission charge and commission income II. Total operating cost Including:Operating cost Interest expense Commission chare and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras Sales expenses Administration expenses Financial expenses Losses of devaluation of assets Add :Changing income of fair value Investment income Including:Investment income on affiliate company and joint venture Exchange income III. Operating profit Add :Non-operating income Less:Non-operating expense Including :Disposal loss of non-current 14 广东电力发展股份有限公司 2012 年第三季度报告全文 assets IV. Total profit Less:Income tax V. Net profit(“-”for net loss Including: Net profit realized by the entity taken over before the takeover Net profit attributable to the owners of parent company Minority shareholders’ equity VI. Earnings per share: (I)Basic earnings per share (II)Diluted earnings per share VII. Other comprehensive income VIII. Total comprehensive income Total comprehensive income attributable to the owner of the parent company Total comprehensive income attributable minority shareholders Enterprise combination under same controlling at the end of current period. the net profit for the enterprise to be combined is 0..00.. Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 6. Profit statement(Parent company) from year-begin to the end of report period Prepared by: Guangdong Electric Power Development Co., Ltd. Unit : RMB Items Report period Same period of the previous year I. Business income Less:Business cost Business tax and surcharge Sales expense Administrative expense Financial expenses Asset impairment loss Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) Incl: investment gains from affiliates II. Operational profit 15 广东电力发展股份有限公司 2012 年第三季度报告全文 Add:Non-business income Less:Non business expenses Incl:Loss from disposal of non-current assets III.Total profit Less:Income tax expenses IV. Net profit V. Earnings per share (I)Basic earnings per share (II)Diluted earnings per share VII. Other comprehensive income VIII. Total comprehensive income Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 7. Cash flow statement(Consolidated) from year-begin to the end of report period Prepared by: Guangdong Electric Power Development Co., Ltd. Unit : RMB Items Report period Same period of the previous year I.Cash flows from operating activities Cash received from sales of goods or rending of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee and commission Net increase of inter-bank fund received 16 广东电力发展股份有限公司 2012 年第三季度报告全文 Net increase of repurchasing business Tax returned Other cash received from business operation Sub-total of cash inflow Cash paid for purchasing of 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 Taxes paid Other cash paid for business activities Sub-total of cash outflow from business activities Cash flow generated by business operation, net II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities Cash paid for construction of fixed assets, intangible assets and other long-term assets Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment 17 广东电力发展股份有限公司 2012 年第三季度报告全文 activities Sub-total of cash outflow due to investment activities Net cash flow generated by investment III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to financing activities Net cash flow generated by financing IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash equivalents Add: balance of cash and cash equivalents at the beginning of term VI ..Balance of cash and cash equivalents at the end of term Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong 8. Cash flow statement(Parent Company) from year-begin to the end of report period Prepared by: Guangdong Electric Power Development Co., Ltd. Unit : RMB 18 广东电力发展股份有限公司 2012 年第三季度报告全文 Items Report period Same period of the previous year I.Cash flows from operating activities Cash received from sales of goods or rending of services Tax returned Other cash received from business operation Sub-total of cash inflow Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs Taxes paid Other cash paid for business activities Sub-total of cash outflow from business activities Cash flow generated by business operation, net II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities Cash paid for construction of fixed assets, intangible assets and other long-term assets Cash paid as investment Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities Net cash flow generated by investment III.Cash flow generated by financing 19 广东电力发展股份有限公司 2012 年第三季度报告全文 Cash received as investment Cash received as loans Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing activities Cash to repay debts Cash paid as dividend, profit, or interests Other cash paid for financing activities Sub-total of cash outflow due to financing activities Net cash flow generated by financing IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash equivalents Add: balance of cash and cash equivalents at the beginning of term VI ..Balance of cash and cash equivalents at the end of term Legal representative :Pan Li Person-in-charge of the accounting work:Li Xiaoqing Person-in -charge of the accounting organ:Qin Jingdong II. Auditor’s report Auditor’s opinions Text of Auditing report 20