GD POWER DEVELOPMENT CO., LTD.
600795
Annual Report 2013
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
A Letter to All Shareholders
Just in a blink of an eye, it has been the 16th year after GDPD was listed. If people at the age
of 16 or 17 are at the season of their life full of young blood, GDPD now is at the time of passion
and fighting and enterprising. Again, it is the moment to present our performance. Let's relive the
memory and imagine about the future.
In 2013, GDPD had realized the best operating performance since its listing, with the profit
breaking through 10billion Yuan, which reached a new record. Such a good performance is not
just because of the profit margin due to the reduction of the price of electric coal. Most of that
result from the economic benefit that GDPD vigorously implemented the strategies of
transformation and upgrading, adjusted the structure, deeply exploited the potentialities and
enhanced the management. Due to the downturn of the stock market, however, the corporate
stocks are unable to fully reflect the corporate value. So we appreciate very much for the
supporting of all shareholders. It is your faith and expectation making us confident about our
future development, and giving us the power to move ahead continuously.
As an integrated listed company in power industry, we are always pursuing to enhance the
whole competitiveness and also the value creation ability of our company, and taking a clean, high
efficient, energy-saving and environment-friendly power generation as our mission of the age.
We believe the good asset is the foundation for the sustainable development in the future. For
this purpose, we pushed forward the structural adjustment in all out strength, speeded up the
development and reserve of high quality projects, made great efforts on the development of high
efficient and clean renewable energy sources, such as thermal power, hydro power and wind
power etc. and highly promoted the integrated coal power project. By this way, the power
structure and assets structure of our company continue being optimized.
We believe an advanced management is the foundation for creating the core competitiveness
of one company. So we made further enhancement on the management, took the best use of the
modern management method such as benchmarking management and the fine management,
improved the management process, perfected the relevant systems and mechanisms, established an
advanced and high efficient management mode of modern enterprises and motivated the
endogenous power of the company.
We believe to maintain comparative advantage is the key for a company to win in the market.
So we deepened the potential tapping and the efficiency improvement by benchmarking
management, highly promoted the energy conservation and emission reduction, and kept
continuous improvement the economic and technical indexes. By these ways, the main economic
and technical indexes of our company have broken the historical record, and parts of indexes have
reached the leading level of the industry.
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
We strongly believe that our major responsibilities are to build a reliable and trustworthy
listed company, which is able to maintain a stable return to shareholders. So we insisted the
principle of Benefit First, enabled the growth of the benefit and the scale at the same pace, and
given more returns to investors. And we have built a good image in the capital market.
At present, the economy in our country is under an omni-directional transformational change;
as requested in the Third Plenary Session of Eleventh CPC Central Committee, a complete
modern market system shall be established as soon as possible, so as to enable the market to play a
decisive role in the resource allocation; the state-owned enterprise reform shall be deepened, and
the mixed ownership economy shall be developed positively, to further enhance the development
vitality of enterprises. With the continuous deepening of the market-oriented reform of the power
industry and the limitation of the resources and environment, higher requirements are given to
power generation enterprises, but meanwhile larger space of growth are provided to those
enterprises with competitive power.
The year of 2014 will be the one to take over from the past and set a new course for the
future. We call the year of 2014 as "The Year of Reform and Innovation". Based on the rule of
seeking improvement and optimum in stability, and by highly focusing on five articles,
respectively the Making the Main Business Stronger, the Transformation and Upgrading and
Deepening Reform, the Mechanism Perfection, Enhancing Management, Improving Quality and
Assets Optimization, the Risk Prevention and Enhancing Party Construction and the Creating
Harmony, we will take the enhancement of quality and benefit as the target and the reform and
innovation as the motivation, put forth efforts on strengthening the safety and environment
protection, deepening the potential tapping and efficiency improvement, promoting the structural
adjustment, enhancing the management level and reinforcing the work style construction, and
create a new situation for the continuous scientific development of our company. We profoundly
believe the continuous growth relies on a firm foundation. We will always adhere to the enterprise
spirit of "Endless Efforts, Creating the Best", and we will open up continuously and advance
bravely on the way of pursuit of excellence.
GDPD has developed rapidly in the tide of the reform of the electricity system. As a
state-owned large-scale electric power listed company, we will undertake unhesitatingly the
responsibilities given by the state, the society and all shareholders, deepen the reform, blaze new
trails in a pioneering spirit, turn GDPD to be "benefited, green, innovative and happy" in the
journey to realize the common "China Dream" and bring fat payoffs of investment to all
shareholders! Thank you very much for your trust and support! With you, the future of GDPD will
be more glorious and bright!
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Important Notice
I. The company’s board of Directors, the board of supervisors, Directors, supervisors and senior
executives shall ensure real, correct and complete content of the annual report. If any fraudulent
record, randomly modified statement or serious information omission were undertaken, the joint
and several liability would be persecuted.
II. All Directors of the company shall attend the Conference of the Seventh Board of Directors.
III. Ruihua Certified Public Accountants (special general partnership) issued a standard audit
report with clean opinion to our company.
IV. Feng Shuchen, the person in charge of the company's administration, Jiang HongYuan, the
person in charge of the accounting work and Sun Desheng, person in charge of the accounting
organization (accountant in charge) shall guarantee the financial report which is dependable,
accurate and complete contained in the annual report.
V. The plan for the profit distribution during the report period or the plan for increasing the share
capital from the accumulation fund that has been deliberated by the board of Directors: according
to the proposal for the profit distribution of 2013 approved by the 15th Conference of the Seventh
Board of Directors of the company, the plan for the profit distribution of 2013 is to distribute the
bonus by cash, and the cash bonus (tax inclusive) is 1.3Yuan every 10Shares. Taking the total
share capitals of 17,229,916,618Shares of the company in 2013 as the basis for calculation, the
total bonus will be 2,239,889,160.34Yuan. But due to the convertible bond to equity shares of the
company, the basic number of total share capitals of the actual distributed cash bonus shall be
subject to the quantity of the total share capitals at the registration date of equity rights when the
bonus is distributed. So the amount of the cash bonus to be distributed is difficult to be calculated
at the approval date of this annual report. This plan of profit distribution shall be executed only
after it is approved in the shareholders meeting.
VI. Risk disclaimer on forward-looking statements
All forward-looking statements regarding development strategies and business plan in this report
shall not constitute the real commitment to investors. Please pay attention on the investment risk.
VII. If any capitals are occupied for non-operating purpose by the controlling shareholder and
related parties?
No
VIII. If the company has provided external guarantee by breaking the specified decision-making
process?
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
No
IX. Others
In 2013, the company purchased Guodian Anhui Power Co., Ltd., a wholly-owned company of
China Guodian Corporation. According to the Accounting Standards for Business Enterprises, this
purchase belongs to the combination of enterprises under the same control. The company has
made retroactive adjustment to the financial data of 2012. Unless otherwise specified, the business
data of shall also be the data after the retroactive adjustment.
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Contents
Section I Definitions and Prompts of Major Risks ........................................................................... 1
Section II Company Profile............................................................................................................... 3
Section III Brief Formats of Accounting Data and Financial Indicators ........................................... 5
Section IV Report of the Directors.................................................................................................... 8
Section V Important Matters ........................................................................................................... 34
Section VI Share Changes and Shareholders .................................................................................. 46
Section VII Directors, Supervisor, Senior Managers and Employees ............................................. 54
Section VIII Corporate Governance................................................................................................ 66
Section IX Internal Control ............................................................................................................. 71
Section X Financial Statements ...................................................................................................... 72
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Section I Definitions and Prompts of Major Risks
I. Definitions
Unless otherwise specified, the following terms herein shall be defined as follows:
Explanation of common terms
The Company
mean(s)
GD POWER DEVELOPMENT CO., LTD.
mean(s)
China Guodian Corporation
CSRC or SRC
mean(s)
China Securities Regulatory Commission
NDRC
mean(s)
SASACSC or SASAC
mean(s)
CEC
mean(s)
China Electricity Council
Installed capacity
mean(s)
the total amount of the rated capacity of all the generating units
China
Guodian
or
Controlling Shareholder
Controlling
installed
capacity
mean(s)
On-grid energy
mean(s)
On-grid price
mean(s)
National Development and Reform Commission of the People's Republic
of China
State-owned Assets Supervision and Administration Commission of the
State Council
the sum of the installed capacity of wholly-owned Power Plants and that of
controlling Power Plants
the electric quantity produced by Power Plants and connected to grid
connection points
the price of the on-grid energy the power generation company settles with
buyers
the ratio between the actual generating capacity of the generating units
(Power Plants) and the average capacity (for newly used generating units,
Utilization hours
mean(s)
it will be converted by the time) of the generating units (Power Plants)
during the period of statistics, namely the service hours of generating units
(Power Plants) under the operation of full rated capacity
Kilowatt/KW
mean(s)
the unit of measurement of the electric power
the unit of measurement of electric quantity. One KWH means the power
Kilowatt hour/KWH
mean(s)
that a power generator of 1000Watt releases in one hour under non-stop
operation with rated capacity, which is also commonly known as "degree"
Net coal consumption
rate
Standard coal
mean(s)
mean(s)
the average quantity of standard coal consumed when the energy of 1 KW
is supplied by one thermal Power Plant. The unit is gram/kWh.
the ideal coal containing 29,271.2KJ of heat per 1kg
II. Prompts of Major Risks
(I) Risk of fluctuation on utilization hours of power generation equipment
Because of the influence of the supply-demand relationship of the electric power, the average utilization hours
1
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
of the power generation equipment will be fluctuated. The utilization hours of wholly-owned and controlling
power generation enterprises from 2011 to 2013 were respectively 5,218 Hrs, 5,018 Hrs and 4,935 Hrs. As the
growth speed of the national economy and that of the national electric power installed capacity change, the
average utilization hours of power generation equipment of the company in future have the risk of fluctuation,
which will affect the profitability of the company to some extent.
(II) Risk of fluctuation on coal price
Up till Dec 31, 2013, the installed capacity of the thermal power generating units of the company had taken
73.67% of the controlling installed capacity, and the main fuel for thermal power generation is coal. The cost of
coal takes a high proportion among the operating costs of the company. The fluctuation on the coal price will
affect greatly on the business performance of the company. In recent two years, the price of electric coal has
been at the descending stage of volatility, but the decreasing amplitude is small now. If the price of electric
coal rises again in future, the fuel cost of the company will be increased, which will affect the profitability of
the company to some extent.
(III) Risk of fluctuation on interest rate
The power industry in which the company belongs is a capital intensive industry. The construction of power
projects has the features of large scale of investment and long investment payoff period. In recent years, the
company has had many newly-built projects. The investment fund other than the project capital fund is mainly
obtained by the loan. And the interest rate of loan is possible to be fluctuated by the change on the general
operating condition of the national economy, the national financial and monetary policies and the international
economic environment etc., and this may also affect the Financial expense of the company.
2
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Section II Company Profile
I. About company
Chinese name of the company
Abbreviation of Chinese name of the
company
English name of the company
Abbreviation of English name of the
company
Legal representative of the company
国电电力发展股份有限公司
国电电力
GD POWER DEVELOPMENT CO.,LTD
GDPD
Chen Feihu
II. Contact person and contact information
Secretary of the board of Directors
Representative of securities affairs
Name
Li Zhongjun
Address
Anyuan No.19, An Hui Bei Li, Chaoyang District, Beijing
Tel.
010-58682100
Fax
010-64829902
Email
lizhongjun@600795.com.cn
III. Basic introduction
Huanghai West Road No.4, Economic and Technical
Development Zone, Dalian
116600
Anyuan No.19, An Hui Bei Li, Chaoyang District, Beijing
100101
www.600795.com.cn
gddl@600795.com.cn
Registered address of the company
Postcode of registered address of the company
Office address of the company
Postcode of office address of the company
Website
Email
IV. Information disclosure and preparation address
Name of newspaper the company selects for
information disclosure
The website appointed by CSRC for publishing
annual reports
The address where the company prepares the annual
report
China Securities Journal and Shanghai Securities News
www.sse.com.cn
Securities Financing Dept. of the company, Anyuan No.19,
An Hui Bei Li, Chaoyang District, Beijing
V. Brief introduction on corporate stock
Brief introduction on corporate stock
Type of stock
Stock exchange
Stock abbreviation
Stock code
A Share
SSE
GDPD
600795
VI. Modification of registration within the report period of the company
3
Stock abbreviation before
modification
Northeast Thermal Power
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(I) Basic information
The registration has not been modified within the report period of the company.
(II) Search index of the first registration of the company
For the information about first registration of the company, refer to the basic information of the company in the
annual report of 2011
(III) Changes on main business since company listing
At the beginning after the company was listed, the main business of the company was power generation. In recent
years, the main business of the company has ever been the production of chemical products, after the company held the
Guodian Younglight Energy Chemical Group Co., Ltd. by the method of increasing in capitals and shares. So far, the
main business of the company include power generation, heat production and production of chemical products etc.
(IV) Modification of historical controlling shareholders since company listing
On Dec 31, 1992, the company was established under the name of "Dalian Northeast Thermal Power Development
Co., Ltd.". On March 18, 1997, the company was listed on the stock market of SSE, when the controlling shareholder
was Northeast Power Company, with direct or indirect holding proportion of 74.9%.
On Nov 8, 1999, according to the Announcement about Transfer of Shares of Dalian Northeast Thermal Power
Development Co., Ltd. Held by Northeast Power Development Co., Ltd. and Dalian Power Plant (Document No.: GDC
[1999] No.613) issued by the former State Power Corporation, the controlling shareholder was modified to the former
State Power Corporation, with direct or indirect holding proportion of 74.9%, which had its name modified to "Guodian
Power Development Co., Ltd.".
On Feb 2, 2003, according to, China Guodian Corporation was established, and the former State Power Corporation
transferred all of its holding corporate stocks to China Guodian Corporation, and the company controlling shareholder
was modified to China Guodian Corporation; meanwhile, China Guodian Corporation held indirectly 9.9% of shares by
its wholly-owned subsidiary Longyuan Power Group Corporation, and thus with the total shareholding ratio of 43.9%.
VII. Other information
Name
of Name
Ruihua Certified Public Accountants (special general partnership)
accounting
Office address Fl 3-9,West Tower, China Overseas Property Square, Building No. 7, Yard 8,
firm
of the company
Xibinhe Road, Yongdingmen, Dongcheng District, Beijing
(domestic)
Name of signing Zhang Dazhi
entrusted by
accountant
Li Min
the company
UBS Co., Ltd.
Sponsors for Name
address
of
the Fl 15, Financial Center of Yinglan International, Jinrong Street
performs the Office
No. 7, Xicheng District, Beijing
responsibilities company
of continuous Name
of
signing
Tang Shuangding, Gao Yiwen
supervision
representative of sponsor
within
the Period
of
continuous August 30, 2011 is the date of disclosure of the annual report of
report period
supervision
2014
4
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Section III Briefs of Accounting Data and Financial Indicators
I. Major Accounting Data and Financial Indicators of latest three years at the end of the report period
(I) Major Accounting Data
Unit: Yuan
The year of 2012
Major accounting data
Operating income
Net profit attributable to shareholders
of the listed company
Net profit attributable to shareholders
of the listed company after deducting
the non-recurring profit and loss
Net cash flow from operating
activities
The year of 2013
After adjustment
Before adjustment
66,306,847,585.43
61,948,046,585.26
55,683,577,397.55
6,279,156,091.94
5,153,121,321.30
5,050,573,363.59
5,857,063,807.44
3,834,818,779.87
23,200,014,234.15
16,134,983,993.19
Net assets attributable to the listed
company shareholders
Total assets
After adjustment
Currency: RMB
The year of 2011
After adjustment
Before adjustment
56,705,327,776.14
50,911,436,829.56
21.85
3,547,767,876.00
3,648,105,653.61
3,834,818,779.87
52.73
2,404,335,717.79
2,404,335,717.79
14,853,091,404.77
43.79
11,034,780,765.20
10,397,107,799.05
The end of 2012
The end of 2013
Increase/decrease (%) of
this report period over the
same period of the last year
7.04
Before adjustment
Increase/decrease (%) of
the end of this report period
over the same period in the
end of the last year
The end of 2011
After adjustment
Before adjustment
38,314,541,050.02
36,162,857,887.91
34,647,004,633.33
5.95
28,540,218,702.31
27,390,028,313.39
240,677,095,738.84
220,201,946,334.33
207,614,916,846.24
9.30
193,011,732,317.24
182,223,332,666.20
5
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(II) Major Financial Data
Major Financial Indicators
The year of
2013
The year of 2012
After
Before
adjustment adjustment
0.335
0.328
0.307
0.301
Increase/decrease (%) of this
report period over the same
period of the last year
The year of 2011
After
Before
adjustment
adjustment
0.230
0.237
0.230
0.237
Basic earnings per share (Yuan/Share)
0.364
8.66
Diluted earnings per share(Yuan/Share)
0.350
14.01
Basic earnings per share after deducting the
0.340
0.249
0.249
36.55
0.156
0.156
non-recurring profit and loss(Yuan/Share)
16.623
17.051
17.404
Decrease about 0.428 %
12.821
13.714
Earning rate on weighted average net assets（%
Earning rate on weighted average net assets
after deducting the non-recurring profit and loss
16.105
13.220
13.22
Increase about 2.885%
9.262
9.262
(%)
Notes: In 2013 the company had the combination of enterprises under the same control, and retroactive adjustment to the financial data of 2011 and 2012,
according to the Accounting Standards for Business Enterprises.
II. Items and amount of non-recurring profit and loss
Items of non-recurring profit and loss
Profit and loss on disposal of illiquid assets
Approval beyond authority, or documents without formal permission, or accidental tax
returns or exemption
The government subsidies included into the profit and loss of the current period shall
exclude the government subsidies enjoyed sustainably according to certain standard rating
or quantification that are closely related to the normal operating business of the company
and conform to relevant regulations.
The cost of investment of the company to acquire the subsidiary companies, joint ventures
and cooperative enterprises is less than the earnings from the fair value of net identifiable
assets of invested units at the time of making the investment
Profit and loss on debt restructuring
6
Amount in 2013
-299,822,751.23
Unit: Yuan Currency: RMB
Amount in 2012
Amount in 2011
1,380,678,745.80 1,552,173,205.06
8,453,839.84
257,212,120.30
6,573,194.54
168,092,466.40
136,397,382.75
41,832,360.63
1,996,721.34
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Expenses of corporate restructuring, such as staffing expenditures and integration charges
and so on
The current net profit or loss of the subsidiary company, which is formed by the enterprises
under the same control, from the beginning of the period to the date of combination
Except the effective hedging operations related to normal operation business of the
company, the variable profit and loss on fair value by holding trading financial assets and
trading financial liabilities and the investment income by disposal of trading financial
assets, trading financial liabilities and financial assets available for selling
The profit and loss by external entrust loans
Other non-operating income and expenditure except the above items
Other profit and loss items consistent with the definition of non-recurring profit and loss
Amount affected by minority equity
Amount affected by income taxes
Total
-10,781,390.50
901,783,122.28
250,011,290.36
-163,965,867.89
3,121,309.44
5,794,788.39
16,817,910.00
31,038,333.34
19,408,403.05
110,414,779.66
-402,911,081.56
-83,528,975.16
422,092,284.50
-192,694,780.58
-454,280,949.07
1,318,302,541.43
68,650,018.62
-65,000,000.00
12,966,862.63
-416,604,074.30
1,143,432,158.21
III. Items measured by fair value
Project name
Derivative financial instruments
Financial assets available for selling
Total
Balance at the beginning
of the period
357,850.00
0
357,850.00
Balance at the end of
the period
0
727,146,286.27
727,146,286.27
7
Change of the current
period
-357,850.00
727,146,286.27
726,788,436.27
Unit: Yuan Currency: RMB
Amount being affected on the
current profit
3,121,309.44
0
3,121,309.44
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Section IV Report of the Directors
I. The discussion and analysis of the board of Directors on business conditions within the company’s report period
In 2013, the company had carried out carefully the decisions and deployment made in the shareholders meeting,
made progress stably and become stronger, accomplished various tasks and created new record on the profitability.
(I) Installed situation
According to the National Power Industrial Statistics Bulletin of CEC, the installed capacity of the national power
generation had reached 1,247,000,000 kW till the end of 2013, with a year-on-year growth of 9.25%.
Up to the end of 2013, the installed scale under the company's control had reached 40,500,300 kW, including
29,837,500 kW of thermal power generating units, 73.67% of the total installed capacity; 7,760,000 kW of hydro power
units, 19.16% of the total installed capacity; 2,711,800 kW of wind power units, 6.1% of the total installed capacity;
and 191,000 kW of solar power units, 0.47% of the total installed capacity.
In 2013, the newly added power generating capacity of the company was 2,714,600 kW, including 1,980,000 kW
of newly installed thermal power generating units; 462,000 kW of Jiangsu Jianbi Power Plant and the Shutdown Group
of Dakai Thermal Power Plant; 20,000 kW of newly added capacity by the technical innovation of Handan Plant;
412,000 kW of newly installed hydro power unit; 50,600 kW by the merger of Daduhe Plant; 577,500 kW of newly
installed wind power units; 49,500 kW by the merger of Inner Mongolia New Energy; and 87,000 kW of newly
installed solar power units.
(II) Generating capacity situation
According to the National Power Industrial Statistics Bulletin of CEC, the electric power consumption of the whole
country in 2013 had increased slightly, and the power consumption of the whole society showed a stable upward trend.
Among which, the power consumption of the primary industry and the secondary industry increased slowly; and the
power consumption of the tertiary industry and residence continued maintaining an increase in high speed. The total
power consumption of the whole society in this year was 5,322.3 billion kWh, with a year-on-year growth of 7.49%,
2.03% more than the increase of 2012. The total power consumption of full coverage was 5,347.4 billion kWh, with a
year-on-year growth of 7.52%, 2.3% more than the increase of the last year. The average utilization hours of the power
generating equipments in the whole year was 4,511 Hrs, with a year-on-year falling of 68 Hrs; because of the falling of
inflow at several provinces relying on hydro power, while the coal price was further falling, the average utilization
hours of the thermal power equipments in the whole year was 5,012 Hrs, with a year-on-year growth of 30 Hrs.
Up to the end of 2013, the accumulative power generating capacity of all power enterprises of the company,
wholly-owned or under controlling, had been 188,338,000,000 kWh, and the on-grid energy had been 178,314,000,000
kWh, separately with a year-on-year growth of 8.96% and 9.02%. And the utilization hours had been 4,935 Hrs, 424
Hrs more than the national average level, including 5,488 Hrs of thermal power, 3,481 Hrs of hydro power, 2,054 Hrs
of wind power and 1,724 Hrs of solar power. The heating capacity had been 50,240,000 GJ, with a year-on-year growth
of 9.63%.
(III) Development situation
In 2013, the company insisted the idea of benefit first and scientific development, speeded up the transformation
and upgrading, optimized the industrial structure, enhanced the investment management and control, realized the
change of development mode by shifting its core from the scale quality to the benefit, and reached great progress on the
development of thermal power, wind power and hydro power etc. The company was approved with the project capacity
of 5,059,000 kW, which included 3,420,000 kW of thermal power, 94,000 kW of hydro power, 1,455,000 kW of wind
power and 90,000 kW of solar power. The company completed the approval of the Chahasu Coal Plant with the
productivity of 10million Ton/year.
8
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(1) Promoted the development of thermal power projects. Made great efforts on the development of high efficient
and clean thermal power projects, fully promoted the preliminary works of thermal power projects, such as projects of
Shanghaimiao, Hudong, Jiuquan Second Stage, Changtan First Stage, Bulian Second Stage, Taizhou Second Stage and
Bengbu Second Stage, and the projects of Chaoyang thermal power, Karamay thermal power and Korla thermal power
and the external power transmission project of Kumul had been approved. Speeded up the development of gas turbine
project, and got the approval on gas turbine projects at Boluo of Guangzhou, Gaochun of Jiangsu and North Taizhou of
Jiangsu.
(2) Advanced the development course of clean energy effectively. Positively developed large size and medium size
hydro power sources, and the Daduhe River Shuangjiangkou power station has satisfied the conditions for approval.
Speeded up and promoted the development of high quality wind power projects and deeply reserved 3 million kW of
high quality wind power sources. And 1,455,000 kW of wind power projects have been approved at the whole year,
with 2,461,000 kW being approved on the preliminary works. And the 250,000 kW offshore wind power project at
Zhoushan of Zhejiang has been approved. Developed the best solar power generating projects. The solar power
generating projects approved in the whole year was 90,000 kW, with 410,000 kW being approved on the preliminary
works.
(3) Results achieved on the development of coal projects. The Chahasu coal with yearly production of 10million ton
has been approved by NDRC.
(IV) Operating management situation
The Company strengthened the basic management, highlighted the characteristic construction, rectified the
problems of short-slab and neck bottle comprehensively, optimized the integration of management organizations and
enhanced the management efficiency. Continuously deepened the benchmarking management, improved the three-year
benchmarking plan after the "twelfth five-year", perfected the mode of benchmarking management on thermal power,
established the benchmarking system on industries of hydro power, new energy, coal, chemicals and polycrystalline
silicon and realized the full coverage of benchmarking management. Perfected the performance management, advanced
the all staff performance management, enhanced the performance-base effect, prepared the reward methods on
"strengthening power capacity, control coal price, reduce expenditures and increase benefit", safe, energy-saving and
environment friendly, project development and project construction etc., and promoted some important works
effectively. Deeply carried out the internal control management, strengthened the internal control evaluation, found out
various defects and prepared complete systems. Enhanced the audit on the economic responsibilities of leadership and
the follow-up audit on major engineering projects and so on. Perfected the prevention systems of law risks. The
company's internal review ratio on three items of laws has reached 100%.
(V) Fuel-utilizing situation
The Company continued optimizing the structure of incoming coals, handling the procurement, reserve and
distribution by blending combustion in scientific methods and tried best to reduce the prices in every possible way.
During the report period, the unit price of standard coal of the company was 561.74Yuan/Ton, with a year-on-year
falling of 98.56Yuan/ton; the accumulative economic coals for blending combustion in the whole year had been
27.56million tons, with the cost being saved about 0.89billion Yuan.
(VI) Technical innovation situation
During the report period, the company carried out positively the energy-saving evaluation and activities on
indicator competitions, continued the energy-saving transformation by mature technologies, such as through-flow of
steam turbine, optimization of thermal system and auxiliary inverter etc., actively optimized the boiler burning, kept
solving problems such as air leakage of air preheater, temp-reduction and high-water volume of reheater and high
temperature of discharge smoke etc., and realized obvious effect on energy-saving and consumption reduction. Datong
9
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
and Dongsheng companies have had high efficient troubleshooting of steam turbines; Zhuanghe, Datong and
Shizuishan companies have carried out the works of large proportion of blending combustion of low quality coal in
scientific methods, greatly reducing the unit price of standard coal.
The company had new breakthrough on the intelligence of fuel. Dongsheng thermal power company took the lead
in the trial run of the automatic combined sampling machines; the fuel information systems were further improved, and
the data on management of newly-added suppliers and chemical experiments were directly input to two big information
control modules; the "unattended operation" system for incoming inspection of truck coals were comprehensively
promoted, and the comprehensive fuel management level has been improved obviously.
The company enhanced the research on the management and technology subjects, realized lots of innovation
continuously, and obtained about 40 results of innovation. The company's 9 results, such as "personal safety risk
management for all staff", have been authorised with the achievement rewards on management innovation of electric
power enterprises, and Beilun company's "technology on draught fan driven by back-heating type back pressure
machine" achieved the Award for Technology Progress of China Electric Power.
(VII) Situation about energy saving and environmental protection
The company has adapted to the Emission Standard of Air Pollutants in Thermal Power Plant actively, and worked
very hard to realize the systematic removal and combined control of many pollutants such as smoke, sulfur dioxide and
nitric oxide etc. Strengthened the inspection, maintenance and operation of desulfuration and denitration equipment;
speeded up the promotion of electric precipitator and low NOx burner and the transformation course of denitration. The
company has had 52 sets of generating units that completed the transformation of denitration, 86.8% of the total
thermal power capacity. Meanwhile, to cooperate with the denitration transformation, carried out the transformation of
low NOx burner, air preheater and the integration of both intaking and pressurization of draught fan, and the
desulfuration bypass damper was cancelled. Actively carried out the comprehensive utilization, from aspects of coal
incoming, blending combustion, burning to deslagging, ash discharge and integrated utilization, and performed the
systematic works.
(I) Analysis of main business
1. Analytic statement of variation on relevant subjects of profit statement and cash flow statement
Unit: Yuan Currency: RMB
Amount of the
Amount of the same Change ratio
Subject
current period
period of the last year
(%)
Operating income
66,306,847,585.43
61,948,046,585.26
7.04
Operating costs
48,588,259,356.54
49,080,781,301.43
-1.00
Selling expenses
64,551,339.32
81,265,439.78
-20.57
G&A expense
907,130,766.81
816,395,014.33
11.11
Financial expense
6,118,799,729.97
6,666,274,153.42
-8.21
Net cash flow from operating activities
23,200,014,234.15
16,134,983,993.19
43.79
Net cash flow from investment activities
-26,375,994,168.65
-25,098,733,295.31
5.09
Net cash flow from financing activities
-119,996,481.42
10,076,965,514.81
-101.19
Expenditures on research and development
15,699,300.00
8,150,172.29
92.63
2. Incomes
(1) Analysis on factors to drive the change of business income
In 2013, the operating incomes of the company reached 66,307 billion Yuan, with a year-on-year growth of 7.04%.
The stable increase of power generating capacity and the rapid development of new energy enterprises are the main
reasons leading to the increase of operating incomes of the company. Among thermal power enterprises, except several
10
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Power Plants that had lower operating incomes due to low load during the heating period of straight condensing unit,
other enterprises realized positive growth on the operating incomes.
(2) About main clients
In 2013, the total amount of top 5 clients of the company was 39,033,865,197.64 Yuan, 58.87% of the total sales.
3. Cost
(1) Cost analysis sheet
Unit: Yuan
Condition of industry-classified
Industryclassified
Items of
comprising
the cost
Proportion in
the total costs
of the current
period (%)
Amount of the
same period of the
last year
Proportion in the
total costs during
the same period of
the last year (%)
Change ratio on the
amount of the current
period compared with
the same period of the
last year (%)
53.39
28,663,511,628.54
58.40
-9.49
11.35
5,193,699,745.26
10.58
6.15
Aunt. of the current
period
Proportion in
the total costs
of the current
period (%)
Amount of the
same period of the
last year
Proportion in the
total costs during
the same period of
the last year (%)
Change ratio on the
amount of the current
period compared with
the same period of the
last year (%)
25,942,702,357.57
53.39
28,663,511,628.54
58.40
-9.49
5,512,993,966.62
11.35
5,193,699,745.26
10.58
6.15
Aunt. of the current
period
Power and
Fuel
25,942,702,357.57
Heating
Power and
Depreciation
5,512,993,966.62
Heating
Condition of industry-classified
Productclassified
Power and
Heating
Power and
Heating
Items of
comprising
the cost
Fuel
Depreciation
(2) About main suppliers
In 2013, the supply quantity of the main coal suppliers of our company was 22,946,400 Tons, in a total amount of
10,166,710,000 Yuan, 40% of the total procurement of the last year.
4. Expenses
The expenses for all income tax of the company in the current period was 1,885,353,211.08 Yuan, with a
year-on-year growth of 53.75% over the same period of the last year, which was mainly caused by the increase of the
profits of the company in the current period.
5. Expenditures on research and development
(1) Statements of expenditures on research and development
Expenditures on research and development for expenses of the current period
Expenditures on research and development for capitalization of the current period
Total expenditures on research and development
The proportion of total expenditures on research and development in the net assets (%)
The proportion of total expenditures on research and development in the operating incomes (%)
11
Unit: Yuan
15,699,300.00
0
15,699,300.00
0.04
0.02
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(2) Condition explanation
① The research project on technology application of NCB type 350 MW heat supply unit, which the company
organized Harbin Steam Turbine Plant, Northeast Design Institute and GD Pulandian Thermal Power Co., Ltd. to attend
has passed the technical review of Electric Power Planning and Engineering Institute.
② GD Jiuquan Company carried out the collection and research on the documents of preliminary works on the
power generating methods of "complementation by PV and coal".
③ GD Beilun No. 3 Power Generation Co., Ltd. cooperated with Suzhou Nuclear Power Research Institute to
have the research on tracking and monitoring of steam oxidation on the high temperature heating surface of 1000 MW
supercritical boiler, and made the follow-up monitoring and research on the steam oxidation of the high temperature
heating surface from many specialties.
6. Cash flow
Item
Net cash flow from operating
activities
Net cash flow from financing
activities
Amount of the
current period
Amount of the same
period of the last year
Amount in change
Change ratio
(%)
23,200,014,234.15
16,134,983,993.19
7,065,030,240.96
43.79
-119,996,481.42
10,076,965,514.81
-10,196,961,996.23
-101.19
The Net cash flow from operating activities in the current period was 23,200,014,234.15 Yuan, with an increase of
43.79% over the last period, which were mainly because of the increase of cash from the power sales amount of the
current period and the decrease on purchasing cost of fuel in this year of the subsidiaries of the company, such as GD
Anhui Power Co., Ltd., GD Jiangsu Power Co., Ltd., GD Jiangsu Jianbi Power Generation Co., Ltd., GD Zhejiang
Beilun No. 3 Power Co., Ltd. and GD Xinjiang Power Co., Ltd.
The Net cash flow from financing activities in the current period was -119,996,481.42 Yuan, with an decrease of
101.19% over the last period, which were mainly because of the decrease in investment absorption of the company in
2013, the increase in cash payment in dividend distribution and the payment for the financing activities for the share
acquisition of GD Anhui Power Co., Ltd. in this year.
7. Others
(1) Detailed description on change of profit composition or profit sources of the company
In 2013, major changes happened on profit composition or profit sources of the company.
(2) Analysis or description of the progress of various financing, or major asset restructuring of the company at the
earlier stage
On Feb 19, 2013, the company issued the first Super & Short-term Commercial Paper, with an issuing scale of 1
billion Yuan. The nominal interest rate was 3.85%.
On March 19, 2013, the company issued the second Super & Short-term Commercial Paper, with an issuing scale
of 3 billion Yuan. The nominal interest rate was 3.90%.
On April 3, 2013, the company issued the third Super & Short-term Commercial Paper, with an issuing scale of 6
billion Yuan. The nominal interest rate was 3.90%.
On May 21, 2013, the company issued the fourth Super & Short-term Commercial Paper, with an issuing scale of
2 billion Yuan. The nominal interest rate was 3.80%.
On June 5, 2013, the company issued the fifth Super & Short-term Commercial Paper, with an issuing scale of 4
billion Yuan. The nominal interest rate was 3.95%.
On Dec 17, 2013, the company issued the sixth Super & Short-term Commercial Paper, with an issuing scale of
12
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
5,8 billion Yuan. The nominal interest rate was 5.70%.
On Feb 28, 2013, the company issued the Private Placement Note, with an issuing scale of 1 billion Yuan. The
nominal interest rate was 4.45%.
On Feb 28, 2013, the company issued the Private Placement Note, with an issuing scale of 2 billion Yuan. The
nominal interest rate was 5.10%.
On Sept 18, 2013, the company received the approval notice on the medium term note from the National
Association of Securities Dealers at an amount of 2.7 billion Yuan. On Dec 20, 2013, the company successfully issued
the first medium term note of 2013, with an issuing scale of 1 billion Yuan, and the nominal interest rate at 6.6%.
(3) Description on progress of development strategy and operating plan
The company leaded the enterprise transformation by centring on rapid development of new energy, changed the
economic development way, deepened the enterprise transformation and upgrading, comprehensively promoted the
development strategies of innovative enterprise construction, emphasized the development of thermal power, highly
promoted the hydro power and wind power, positively developed the gas power and distributed energy in stable way,
positively developed the coal industry, made the preferential development on solar energy and strived to develop the
nuclear power.
In 2013, the company planned to realize the power generating capacity of 183,478,000,000 kWh, and the actual
completed power generating capacity was 188,338,000,000 kWh. The main reasons that the power generating capacity
in 2013 was higher than the planned capacity were that the company had established the awareness of increasing the
power generating capacity from the beginning of the year, and kept the excellent tradition of such awareness from Jan 1.
The company reached up an obvious result on the power generating capacity by marketing promotion, and holding
comprehensively the competition of "strengthening power capacity, control coal price, reduce expenditures and
increase benefit". The direct power supply scope of the affiliated Power Plants was increased, by closely concerning on
the direction of policy reform of electric power, enhancing the research on the direct power supply policies,
summarizing working experience on direct power supply to big consumers and forming guidance suggestion. The
market shares were enlarged, by strengthening the collection and analysis of information of regional electric power
markets, timely mastering the information about unplanned trades and the outer electricity transmission, and positively
promoting the works of the transaction of generation rights, electricity replacement and generation by agent etc. In
additions, the heat supply units highly concerned on the open-up of the heat supply market, and had won better power
generating environment by expanding the market shares of the heating power and building the new advantages of
combined heat and power generation.
(II) Analysis on industry, product or regional operating conditions
13
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
1. Conditions on Industry-classified and Product-classified of main business
Unit: Yuan
Industryclassified
Power
industry
Heating
industry
Chemical
industry
Coal sales
industry
Other
industries
Productclassified
Power
product
Heating
product
Chemical
product
Coal sales
product
Other
products
Operating income
Currency: RMB
Conditions on Industry-classified of main business
Gross
Increase/decrease of
Increase/decrease of
Increase/decrease of gross
Operating costs
profit rate operating incomes compared operating cost compared profit rate compared with
(%)
with the last year (%)
with the last year (%)
the last year (%)
57,546,128,464.70
40,891,832,603.65
28.94
8.26
-0.25
Increase about 6.06%
1,560,435,893.76
1,815,391,836.69
-16.34
13.17
8.02
Increase about 5.55%
3,338,019,075.11
2,888,744,779.73
13.46
6.64
3.63
Increase about 2.51%
4,428,696,640.00
4,356,133,696.14
1.64
81.01
85.27
Decrease about 2.26%
334,243,663.47
328,278,982.94
1.78
-44.48
-44.22
Decrease about 0.46%
Operating income
Conditions on Product-classified of main business
Gross
Increase/decrease of
Increase/decrease of
Increase/decrease of gross
Operating costs
profit rate operating incomes compared operating cost compared profit rate compared with
(%)
with the last year (%)
with the last year (%)
the last year (%)
57,546,128,464.70
40,891,832,603.65
28.94
8.26
-0.25
Increase about 6.06%
1,560,435,893.76
1,815,391,836.69
-16.34
13.17
8.02
Increase about 5.55%
3,338,019,075.11
2,888,744,779.73
13.46
6.64
3.63
Increase about 2.51%
4,428,696,640.00
4,356,133,696.14
1.64
81.01
85.27
Decrease about 2.26%
334,243,663.47
328,278,982.94
1.78
-44.48
-44.22
Decrease about 0.46%
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GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
2. Conditions on sub-region of main business
Region
Unit: Yuan Currency: RMB
Increase/decrease of operating incomes compared with
the last year (%)
4.68
4.26
14.11
9.63
10.36
-34.50
Operating income
Northeast China
North China
East China
Northwest China
Southwest China
Central China
4,027,181,823.57
10,004,767,505.06
35,165,256,941.92
10,566,795,928.60
7,328,744,954.40
114,776,583.49
The reservoir adjusting ability of the indirect controlling subsidiaries of the company at Central China was much
low. Since 2013, the inflow had been poor, with great year-on-year decrease of the power generating capacity.
(III) Analysis of assets and liabilities
1. Analysis sheet of assets and liabilities
Project name
Amount in the end
of the current
period
Monetary
2,565,722,128.71
capital
Bill
1,242,347,739.65
receivable
Prepayment
769,598,393.54
Inventories
2,496,092,897.89
Other current
566,089,656.83
assets
Goodwill
423,391,258.77
Bill payable
3,816,015,247.95
The
non-current
12,129,165,183.34
liabilities due
within one year
Other
non-current
3,592,393,602.26
liability
The proportion
of the amount in
the end of the
current period
among the total
assets (%)
The proportion
of the amount
Amount in the
in the end of
end of last period
last period
among the total
assets (%)
Unit: Yuan
Change rate of the
amount at the end
of the current
period over that of
the end of the last
period (%)
1.07
5,862,105,943.32
2.66
-56.23
0.52
676,354,301.49
0.31
83.68
0.32
1.04
1,257,646,417.53
3,663,504,453.77
0.57
1.66
-38.81
-31.87
0.24
21,040,885.40
0.01
2,590.43
0.18
1.59
269,035,745.84
2,385,023,211.94
0.12
1.08
57.37
60.00
5.04
4,624,384,197.93
2.10
162.29
1.49
1,239,873,296.84
0.56
189.74
2. Description on change of the assets by fair value measurement and the measurement attribution of main assets
During the current report period, the assets by fair value measurement that the company owned were mainly
divided into two parts:
(1) Derivative financial instruments: Ningxia Younglight Chemical Co., Ltd., the indirect controlling subsidiary of the
15
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
company, utilized the futures hedging tool to avoid the operating risk that may be affected by the fluctuation of the
PVC market price and lock out parts of the product profits. Up to Dec 31, 2013, all transactions had been closed out,
and the balance at the end of 2013 was 0Yuan.
(2) Financial assets available for sale: the company held 2.01% of the stock rights under infinite selling condition of the
GD Nari Technology Co., Ltd. Since the company had not dispatched any Director to Nari at the end of the current
period, no important influence had been acted to Nari. According to the accounting standards, the stock rights shall be
included to the financial asset available for sale, which at the end of 2013 were 727,146,286.27.
3 Other condition explanation
Monetary capital: the monetary capital in the end of the period was 2,565,722,128.71Yuan, with a decrease of
56.23% over the beginning of the year, which was mainly because the raise funds by non-public stocks issued by the
company on Dec 31, 2012 had been credited into account, and this led to the balance of monetary capital over high.
The year-on-year monetary capital balance on Dec 31, 2013 was decreased.
Bills receivable: the bills receivable in the end of the current period was 1,242,347,739.65Yuan, with an increase
of 83.68% over the beginning of the year, which was mainly because of the increase on the settlement of bills
receivable of GD Younglight Energy Chemical Group Co., Ltd., the subsidiary of the company.
Prepayment: the prepayment in the end of the period was 769,598,393.54Yuan, with a decrease of 38.81% over the
beginning of the year, which was mainly because of the decrease on project funds paid to the company and its
subsidiaries, such as GD Anhui Power Co., Ltd., GD Daduhe River-Basin Hydro Power Development Co., Ltd, GD
Jiangsu Power Co., Ltd., and GD Jiangsu Jianbi Power Generation Co., Ltd., and also the advanced fuel payment.
Inventories: the inventories in the end of the period was 2,496,092,897.89Yuan, with a decrease of 31.87% over
the beginning of the year, which was mainly because of the decrease on fuel reserves of the company and its
subsidiaries, such as GD Anhui Power Co., Ltd., GD Zhejiang Beilun No. 3 Power Generation Co., Ltd, GD Jiangsu
Power Co., Ltd., and GD Jiangsu Jianbi Power Generation Co., Ltd.
Other current assets: the other current assets in the end of the period was 566,089,656.83Yuan, with an increase of
2590.43% over the beginning of the year, which was mainly because of the increase on the entrust loans the company
had to GD Jiantou Inner Mongolia Energy Co., Ltd.
Goodwill: the goodwill in the end of the period was 423,391,258.77Yuan, with an increase of 57.37% over the
beginning of the year, which was mainly because of the increase on the goodwill by the merger and acquisition of
subsidiaries not under the same control by GD Daduhe River-basin Hydro Power Development Co., Ltd., one of
subsidiaries of the company.
Bills payable: the bills payable in the end of the period was 3,816,015,247.95Yuan, with an increase of 60% over
the beginning of the year, which was mainly because of the increase of settlement via bills payable adopted by the
company and its subsidiaries, such as GD Anhui Power Co., Ltd., GD Xinjiang Power Co., Ltd. and GD Jiangsu Power
Co., Ltd.
The non-current liabilities due within one year: the non-current liabilities due within one year in the end of the
period was 12,129,165,183.34Yuan, with an increase of 162.29% over the beginning of the year, which was mainly
because of presentation that the non-current liabilities of the "08 GD Debit" of the company, which would be due in
2014, were modified to be due within one year, and the increase on the long-term loan and the long-term payable due
within one year of GD Daduhe River-basin Hydro Power Development Co., Ltd., one of subsidiaries of the company.
Other non-current liabilities: the other non-current liabilities in the end of the period was 3,592,393,602.26Yuan,
with an increase of 189.74% over the beginning of the year, which was mainly because GD Daduhe River-basin Hydro
Power Development Co., Ltd., one of subsidiaries of the company, issued the three-year private notes.
(IV) Analysis of core competitiveness
The structure of the company assets is excellent. The belonging enterprises locate at 24 provinces, cities or
16
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
autonomous regions at Northeast, North China, East China, South China, Southwest and Northwest and so on. In recent
years, the company has highly promoted the development of new energy and construction of innovative enterprise,
actively changed the development mode, continuously speeded up the structural adjustment and enterprise
transformation, and formed the prominent structure of coordinated development among power generation business,
coal and finance etc.
1. Advantages of industrial structure: in recent years, the company have highly promoted the clean renewable
energy; though the thermal power generating units still take the lead in the power structure of the company, it
proportion decreases year by year. And the installed capacity of the clean renewable energy has risen up to 26.33%. The
vigorous development on clean renewable energy conforms to the national industrial policies, helpful to the long-term
stable development of the company.
2. Technical advantages: in recent years, the average unit capacity of the thermal power generating unit of the
company has increased continuously. Up till now, the installed capacity of thermal generating units (300,000kW or
above) of the company has been 27,220,000kW, 91.23% of the total thermal power installed capacity; the installed
capacity of thermal generating units (600,000kW or above) of the company has been 16,740,000kW, 56.1% of the total
thermal power installed capacity; and the installed capacity of thermal generating units (1,000,000kW or above) of the
company has been 6,000,000kW, 20.11% of the total thermal power installed capacity. The coal consumption of
thermal power generating units continues to be decreased by making great efforts on technical transformation.
3. Development advantages: the company relies on the integrated coal project of Jimeng, Xinjiang, Ningmeng and
Datong under construction, and catches the chance to execute the development of important engineering. In 2013, 2
sets of 660,000kW supercritical generating units for the yearly 10million tons Chahasu Coal and Bulian Power Plant of
GD Jiantou Inner Mongolia Energy Co., Ltd. had been put into operation, being awarded with several national
engineering and construction prize, which accumulated rich experience for the integrated construction of the coal
power in future.
4. Technical advantages: in 2013 the company had received 58 various results at provincial level or above. For
instance, "the technology on draught fan driven by back-heating type back pressure machine" was authorized with the
Award for Technology Progress of China Electric Power; and 9 results such as "personal safety risk management for all
staff", have been authorised with the achievement rewards on management innovation of electric power enterprises;
and the company had obtained 3 authorization on patent for invention, and 25 patents for utility models.
(V) Analysis on investment situation
1. General analysis on investment of foreign equity
The investment amount of the company in 2013 was 31,153,850,000.00Yuan, with a variation on increase/decrease
of 2,948,610,000.00Yuan. The investment amount of the same period of the last year was 28,205,240,000.00Yuan, with
the scope of increase/decrease at 10.45%.
About companies being invested in 2013:
17
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Name of the company being invested
Main operating activities
GDPD Chaoyang Thermal Power Co., Ltd.
GDPD Dalian Development Zone Thermal Power Plant
GDPD Handan Thermal Power Plant
GD Youneng Kangping Wind Power Development Co., Ltd.
GDPD Northeast Hydropower Development Co., Ltd.
GDPD Hefeng Wind Power Development Co., Ltd.
GDPD Hebei New Energy Development Co., Ltd.
GDPD Henan Branch
GDPD Shanxi New Energy Development Co., Ltd.
GDPD Taipusi Banner Wind Power Development Co., Ltd.
GDPD Jiuquan Power Generation Co., Ltd.
GDPD Weiwu Power Generation Co., Ltd.
GDPD Pulandian Thermal Power Co., Ltd.
GDPD Wuzhong Thermal Power Co., Ltd.
GDPD Inner Mongolia New Energy Development Co., Ltd.
GDPD Bayannur (Urad Rear Banner) Branch
GDPD Shandong New Energy Development Co., Ltd.
GDPD Yunnan New Energy Development Co., Ltd.
GDPD Ningxia Wind Power Development Co., Ltd.
GDPD Guangdong New Energy Development Co., Ltd.
GDPD Fujiang New Energy Development Co., Ltd.
Zhejiang Branch of GD Power Development Co., Ltd.
GD Huzhou Nanxun Natural Gas Thermal Power Co., Ltd.
GDPD Ningbo Wind Power Development Co., Ltd.
GDPD Zhejiang Zhoushan Offshore Wind Power Development Co., Ltd.
GDPD Gansu New Energy Development Co., Ltd.
Ningxia GD Artes New Energy Development Co., Ltd.
Thermal power
Thermal power
Thermal power
Wind power
Hydro power
Wind power
Wind power and thermal power
Wind power and solar power
Wind power
Wind power
Thermal power
Thermal power
Thermal power
Thermal power
Wind power and solar power
Wind power
Wind power and thermal power
Wind power and hydro power
Wind power
Wind power
Hydro power
Wind power and hydro power
Thermal power
Wind power
Wind power
Wind power and solar power
Solar power
18
Proportion among the equity of
the company being invested (%)
100
100
100
51
100
100
100
100
100
100
100
100
51
100
100
100
100
100
100
100
100
100
100
100
100
100
100
GD POWER DEVELOPMENT CO., LTD.
GD Shuangwei Inner Mongolia Shanghaimiao Energy Co., Ltd.
GD Inner Mongolia Jingyang Energy Co., Ltd.
GD Jiantou Inner Mongolia Energy Co., Ltd.
GD Qinghai New Energy Development Co., Ltd.
GD Hunan New Energy Development Co., Ltd.
GD Xinjiang New Energy Development Co., Ltd.
GD Daduhe River Basin Hydropower Development Co., Ltd.
GD Younglight Energy & Chemical Group Co., Ltd.
GDPD Dalian Zhuanghe Power Generation Co., Ltd.
GD Ningxia Shizuishan Power Generation Co., Ltd.
GD Beilun First Power Generation Co., Ltd.
GD Inner Mongolia Dongsheng Co., Ltd.
GDPD Heyu Hydropower Development Co., Ltd.
GD Qinghai Wanli Hydropower Co. , Ltd.
GD Jiangsu Power Co., Ltd.
GD Xinjiang Power Co., Ltd.
Guodian Anhui Power Co., Ltd.
Preparation Office of GDPD Jiangsu New Energy Development
Preparation Office of GDPD Lvshun Thermal Power Project
Preparation Office of GDPD Qingzhou Thermal Power Project
Preparation Office of GDPD Gaomi Thermal Power Project
Preparation Office of GDPD Datong Hudong Power Generation Project
Annual Report 2013
Thermal power
Polycrystalline silicon
Thermal power and coal
Solar power
Wind power
Wind power and solar power
Hydro power
Coal and chemical
Thermal power
Thermal power
Thermal power
Thermal power
Hydro power
Hydro power
Thermal power
Thermal power and hydro power
Thermal power and wind power
Thermal power and wind power
Thermal power
Thermal power
Thermal power
Thermal power
19
51
70
50
100
100
100
69
51
51
50
70
55
100
100
100
100
100
/
/
/
/
/
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(1) Holding stock rights of other listed companies
Unit: Yuan
Proportion among
Book value in the
the stock right of
end of the period
the company (%)
Profit and loss
during the
report period
Change on equity
of owners during
the report period
Stock
code
Stock
abbreviation
Initial investment
cost
600406
Guodian Nari
25,760,000.00
2.01
727,146,286.27
Note 1
626,902,605.86
002063
YGSOFT
8,000,000.00
6.25
97,488,153.49
21,309,629.55
21,309,629.55
000635
Younglight
/
51.25
1,745,438,426.92
20,129,002.28
16,679,220.31
H1296
Guodian
Technology &
Environment
2,371,631,179.44
39.19
3,854,217,590.33
149,830,469.30
149,830,469.30
Long-term
investment
2,405,391,179.44
/
6,424,290,457.01
191,269,101.13
814,721,925.02
/
Total
Accounting subjects
Financial
assets
available for selling
Long-term
equity
investment
Long-term
equity
investment
equity
Stock source
Sponsor
Sponsor
Purchasing its
parent company
Sponsor
/
Note 1: the company held 2.01% of the stock rights under infinite selling condition of the GD Nari Technology Co., Ltd. Since the company had not
dispatched any Director to Nari at the end of the current period, no important influence had been acted to Nari. According to the accounting standards, the
stock rights were included to the financial asset available for sale, which therefore was not showed in the profit and loss of the report period. The change
on equity of owners during the report period was 626,902,605.86Yuan, which was influenced by the change of fair value of the financial assets available
for sales that the company concluded it into according to the accounting standard.
(2) Holding the stock rights of non-listed companies
Name of objects
being held
Initial investment
amount (Yuan)
GD Finance Co.,
Ltd.
871,637,650.00
Aeon
Life
Insurance Co., Ltd.
100,000,000.00
Holding
quantity
(Shares)
100,000,000
Proportion
among the stock
right of the
company (%)
Book value in the
end of the period
(Yuan)
Profit and loss
during the report
period (Yuan)
Change on equity
of owners during
the report period
(Yuan)
24.63
1,574,592,496.85
129,703,137.79
129,703,137.79
4.2373
1,575,053.78
-16,212,306.71
-16,212,306.71
20
Accounting
subjects
Stock source
Initial investment
Long-term equity
and
added
investment
investment
Long-term equity
Initial investment
investment
GD POWER DEVELOPMENT CO., LTD.
Hebei Bank Co.,
Ltd.
Datong Securities
Brokerage
Co.,
Ltd.
Yingda Chang'an
Insurance Brokers
Group Co., Ltd.
Total
1,069,561,600.00
607,200,000
Annual Report 2013
18.98
1,679,654,539.51
261,692,782.17
670,000.00
0.67
670,000.00
2,000,000.00
0.87
2,000,000.00
430,500.00
2,043,869,250.00
/
3,258,492,090.14
375,614,113.25
261,692,782.17
Long-term equity Added
investment
investment
Long-term equity
Initial investment
investment
430,500.00
375,614,113.25
Long-term equity
Initial investment
investment
/
/
Note: the company directly held 12.68% of the stock rights of GD Finance Co., Ltd., and separately held 9.51% and 2.44% via its controlling subsidiaries,
which were GD Daduhe River Basin Hydro Power Development Co., Ltd. and GD Younglight Energy & Chemical Group Co., Ltd. Up to the end of 2013,
held 24.63% of the stock rights of GD Finance Co., Ltd. by the company combination.
(3) Conditions of buying or selling the stock rights of other listed companies
Quantity of stocks in
Quantity of stocks
Quantity of funds
Stock name
the beginning of the
bought during the
being used (Yuan)
period (Share)
report period (Share)
Guodian Nari
34,928,729
0
0
YGSOFT
28,870,962
0
0
Quantity of stocks
sold during the
report period (Share)
0
0
Quantity of stocks in
the end of the period
(Share)
48,900,221
28,870,962
Incomes from
investment
(Yuan)
0
0
Note 1: In June, 2013, Guodian Nari carried out the profit distribution plan of giving 4 shares against buying 10 Shares, and the total stock issue after
giving was 2,205,753,602 shares, among which the company held 48,900,221 shares of Guodian Nari, with a shareholding ratio of 2.22%. In Dec, 2013,
Guodian Nari carried out the private placement scheme to the controlling shareholders, and the total stock issue of Guodian Nari after the implementation
was 2,428,953,351 shares, among which the company still held 48,900,221 shares of Guodian Nari, with a shareholding ratio of 2.01%.
Note 2: In 2013, YGSOFT performed the stock ownership incentive, option exercise and cancelled some limited stocks. Up to the end of 2013, the total
stock issue of YGSOFT was 462,054,367 shares, among which the company held 28,870,962 shares of YGSOFT, with a shareholding ratio of 6.25%.
2. Conditions about entrust financing and derivative investment of non-financial companies
(1) Conditions about entrust financing
The company has none of entrust financing business in this year.
(2) Conditions about entrust loans
21
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Conditions on projects of entrust loans
Unit: Yuan
Name of
borrower
GD
Jiantou
Inner Mongolia
Energy Co., Ltd.
GD
Jiantou
Inner Mongolia
Energy Co., Ltd.
Loan
interest
rate
Loan purpose
12
months
6.00%
Project
construction
No
Yes
No
No
18
months
6.00%
Project
construction
No
Yes
No
No
Amount of
entrust loans
Loan
period
150,000,000.00
400,000,000.00
Whether
overdue
Whether
related
transaction
Whether to
extend the
period
Fund source
and describe
whether it is
capital raised
Whether
under
lawsuit
Currency: RMB
Related
relation
Prospective
earning
Investment
profit and loss
Owned fund
Others
9,000,000.00
8,753,424.66
Owned fund
Others
36,000,000.00
22,284,908.68
3. Use condition of capital raised
(1) General use condition of capital raised
Unit: Billion Yuan Currency: RMB
Year of
raising
2011
2012
Total
Raising method
Issued the convertible bond
Private placement
/
Total amount of
capital raised
5.436
3.987
9.423
Total amount of capital
Accumulative total amount of
raised used in this year
capital raised used
1.414
4.915
0.487
3.987
1.901
8.902
Total amount of capital
raised not used
0.52
0
0.52
Purpose and direction of the
capital raised not used
Note 1
/
Note 1: up to the end of 2013, the temporary idle capitals raised of convertible bonds were used for replenishing the circulating funds.
(2) Use condition of capital raised commitment projects
Unit: Ten-thousand Yuan
Name of commitment
project
Sichuang Daduhe River
Dagangshan Hydro Power
Station
Whether
changing
the project
No
Estimated use
amount of the
capital raised
110,000.00
Use amount of Actual accumulative
Whether
the capital raised use amount of the conforming to the
in this year
capital raised
plan progress
19,316.00
110,000.00
22
Yes
Currency: RMB
Project progress
Conditions of
earnings
obtained
The accumulative concrete for the dam of this project has been
completed about 2,600,000 cubic meter, 75% of the whole
project, with the maximum elevation of 1087m (1135m at the
top); the concrete pouring of 3# generating unit and 4#
Not put into
operation
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
generating unit were completed and handed over for installation
at working face. The reconstruction project at the reservoir zone
was performed stably. The overall image progress meets the
requirement of impoundment in the end of 2014. It is expected to
put into operation in the end of 2014.
The 1# and 2# generating units of this project had been into
operation in Oct 2013, and 3# and 4# generating units in Dec
2013. 4 generating units for this project as planned have been put
into service. Parts of final payment for the engineering were
remained, since the project has not been completed and settled.
The inflowing sluice, scouring sluice and left and right bank
dams of this project have been fully completed. The project is
expected to be put into operation in 2015.
The inflowing sluice, scouring sluice, overflow surface outlet
and the left dam of this project have been fully completed. The
project is expected to be put into operation in Dec 2014.
Xinjiang Ili Nilka First
Level
Hydro
Power
Station
No
32,500.00
5,883.00
27,214.00
Yes
Xinjiang Ili Taledesayi
Hydro Power Station
No
11,200.00
1,197.00
6,423.00
No
Xinjiang Ili Salikete
Hydro Power Station
No
12,100.00
2,364.00
6,866.00
No
No
5,000.00
50.00
5,000.00
Yes
This project was put into operation in 2013.
No
40,000.00
11,301.99
40,000.00
Yes
This project was put into operation in Dec 2012.
4002
No
37,000.00
25,205.00
37,000.00
Yes
This project was put into operation in April 2013.
-688
No
23,777.57
23,065.57
23,777.57
No
This project is expected to be put into operation in April 2014.
No
27,000.00
5,926.00
27,000.00
Yes
This project was put into operation in the end of Dec. 2011.
3064
No
27,000.00
3,437.00
27,000.00
Yes
This project was put into operation in Jan. 2012.
2747
Xinjiang Turpan Dahe
Riverside Step Hydro
Power Station
First Phase Project of
Ningxia Yanchi Qingshan
Wind Power Plant
Second Phase Project of
Ningxia Yanchi Qingshan
Wind Power Plant
First Phase Project of
Ningxia
Hongsibao
Shibanquan Wind Power
Plant
Ningxia
Qingtongxia
Niushoushan Wind Power
First Phase Project
Ningxia
Qingtongxia
Niushoushan Wind Power
Second Phase Project
23
36.68
Not put into
operation
Not put into
operation
-133.82
Not put into
operation
GD POWER DEVELOPMENT CO., LTD.
Ningxia
Qingtongxia
Niushoushan Wind Power
Third Phase Project
Second Phase Project of
Heilongjiang Huachuang
Daqingbeishan
Wind
Power Plant
Liaoning
Tieling
Taizishan Wind Power
Plant
Second Phase Project of
Shanxi Youyu Gaojiabao
Wind Power Plant
Shandong
Wendeng
Zijinshan Wind Power
Plant
Shandong
Weihai
Shanmayu Wind Power
Plant
Private placement for
replenishing circulating
funds
Total
Annual Report 2013
No
27,000.00
4,406.00
27,000.00
Yes
This project was put into operation in Sept. 2012.
2431
No
37,000.00
10,678.12
37,000.00
Yes
This project was put into operation in Dec. 2011.
1255.26
No
37,000.00
9,313.35
37,000.00
Yes
This project was put into operation in Jan. 2012
299.82
No
37,000.00
5,000.00
31,057.00
Yes
This project was put into operation in Dec. 2011.
2918.28
No
40,000.00
8,838.00
30,054.00
Yes
This project was put into operation in 2012.
1879.69
No
40,000.00
5,374.00
19,148.80
No
This project is expected to be put into operation in 2014.
Not put into
operation
No
398,744.55
48,744.55
398,744.55
Yes
/
/
/
942,322.12
190,099.58
890,284.92
/
/
/
Note: for Xinjiang Ili Taledesayi Hydro Power Station and Xinjiang Ili Salikete Hydro Power Station, the main reason why not reaching the plan progress
is that some issues of this project have to be coordinated with the government, which postponing the put into operation progress, and the now is being
performed positively; the main reason why the wind power project doesn't reach the plan progress is that the delivery lines are constructed slowly.
24
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
4. Analysis on main subsidiaries and joint stock companies
(1) Conditions of main subsidiaries
Amount unit: RMB ten-thousand Yuan
Name of subsidiary
Belonging industry
GD Ningxia Shizuishan Power
Generation Co., Ltd.
GDPD Dalian Zhuanghe Power
Generation Co., Ltd.
GD Shizuishan First Power
Generation Co., Ltd.
GDPD Jiuquan Power Generation
Co., Ltd.
GD Younglight Energy
Chemical Group Co., Ltd.
&
GDPD Hebei New Energy
Development Co., Ltd.
GD
Daduhe
River
Basin
Hydropower Development Co.,
Ltd.
GDPD Ningxia Wind Power
Development Co., Ltd.
Guodian Anhui Power Co., Ltd.
GD Xuanwei Power Generation
Co., Ltd.
GD Inner Mongolia Dongsheng
Thermal Power Co., Ltd.
Registered
capital
Main product
Total assets at the end
of the period in 2013
Net assets at the Net profits belonging to
end of the period
the parent company
in 2013
shareholders in 2013
Power generation
Electric power
79,440.00
265,388.52
138,061.04
27,731.18
Power generation
Electric power
100,900.00
380,532.68
50,646.92
-3,292.80
Power generation
Electric power
50,000.00
187,259.53
61,903.38
9,047.35
Power generation
Electric power
55,938.20
253,989.05
59,303.75
8,005.92
Chemical and Power
generation
PVC, EPVC, Caustic
Soda and the like
Chemical Products
89,137.60
2,411,921.38
930,436.46
13,967.68
Power generation
Electric power
42,836.00
281,760.17
73,968.33
5,620.11
Power generation
Electric power
641,613.00
7,266,673.56
1,387,423.19
165,831.56
Power generation
Electric power
118,338.01
261,927.13
223,812.07
12,604.61
Power generation
Electric power
170,662.58
1,142,829.29
331,664.33
51,890.29
Power generation
Electric power
151,484.00
557,774.96
-6,313.48
-41,957.19
Power generation
Electric power
50,000.00
345,567.91
78,428.47
21,788.93
25
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
GD Xinjiang Power Co., Ltd.
Power generation
Electric power
104,274.05
1,743,425.15
317,198.13
12,203.78
GD Hefeng Wind
Development Co., Ltd.
Power generation
Electric power
194,749.00
664,098.10
245,103.41
10,571.11
GD Jiangsu Power Co., Ltd.
Power generation
Electric power
222,908.80
1,923,695.19
772,851.80
168,889.78
GD Zhejiang Beilun No. 3 Power
Generation Co., Ltd.
Power generation
Electric power
140,000.00
539,263.15
175,471.69
108,137.87
Power generation
Electric power
190,277.60
726,419.38
267,983.46
85,786.32
Power generation
Electric power
85,000.00
266,448.62
173,818.72
54,009.62
Power
GD
Power
Development
(Datong) Co., Ltd.
GD Zhejiang Beilun No. 1 Power
Generation Co., Ltd.
26
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(2) Conditions about obtaining subsidiaries in this year
To enlarge the installed scale of the company and enhance the profitability, the company had purchased the
following companies in 2013:
① On Nov 7, 2013, the company purchased the 100% stock rights of the GD Anhui Power Co., Ltd. from China
Guodian Corporation.
② On Sept 30, 2013,GDPD Inner Mongolia New Energy Development Co., Ltd., one of subsidiaries of the
company, purchased the 100% stock rights of Abaga Banner Anneng Wind Power Co., Ltd. from GD Inner Mongolia
Power Co., Ltd.
③ On Jan 31, 2013, GD Daduhe River New Energy Investment Co., Ltd., an indirect controlling subsidiary of the
company, purchased the 100% stock rights of Panzhihua Reshuihe Power Development Co., Ltd. from 7 shareholders,
separately Panzhihua WangYuan Power Construction & Engineering Co., Ltd, Fund Management Committee for Staff
Mutual Supplementary Insurance of Panzhihua Electric Power Bureau, Wang Chunyou, Xing Yunsong, Wang Qianwei,
Liang Xiaoling and Wei Tianqing.
④ On Jan 31, 2013, GD Daduhe River New Energy Investment Co., Ltd., an indirect controlling subsidiary of the
company, purchased the 89.41% stock rights of Panzhihua Zerun Power Development Co., Ltd. from 7 shareholders,
separately Wang Chunyou, Xing Yunsong, Liao Xinglin, Liang Xiaoling, Huang Tingzhang, Guo Ying and Xiao
Huaqin.
(3) The subsidiary with its net profit taking more than 10% of the net profit of the company
Amount unit: RMB ten-thousand Yuan
Name of subsidiary
GD Daduhe River Basin Hydropower Development Co., Ltd.
Guodian Anhui Power Co., Ltd.
GD Jiangsu Power Co., Ltd.
GD Zhejiang Beilun No. 3 Power Generation Co., Ltd.
Operating
income in 2013
598,415.73
728,978.50
1,595,012.44
495,622.38
Operating
profit in 2013
170,376.42
112,062.19
307,373.63
145,448.40
Net profit in
2013
165,238.01
93,671.98
228,877.66
108,137.87
(4) The subsidiary with the change of its business performance at 30% or above over the report period of the last year,
which has great influence to the business performance of the company
Amount unit: RMB ten-thousand Yuan
Name of subsidiary
Guodian Anhui Power Co., Ltd.
GD Jiangsu Power Co., Ltd.
GD Zhejiang Beilun No. 3 Power
Generation Co., Ltd.
GD Power Development (Datong)
Co., Ltd.
Net profits
belonging to the
parent company
shareholders in 2013
51,890.29
168,889.78
Net profits
belonging to the
parent company
shareholders in 2012
10,152.92
108,404.96
Increase
amount than
the same period
in 2012
41,737.38
60,484.82
Increase
rate than the
same period
in 2012 (%)
411.09
55.8
108,137.87
79,533.81
28,604.06
35.96
85,786.32
29,651.75
56,134.57
189.31
27
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Main reasons leading to change of business performance: the falling of coal price and the enhancement of
profitability of the above thermal power enterprises.
(5) The subsidiary with the change of its total assets at 30% or above over the last year, which may have great influence
to the performance of the company in future
Amount unit: RMB ten-thousand Yuan
Total assets at
the end of the
period in 2013
108,506.41
29,684.05
1,743,425.15
75,418.30
34,349.17
Name of subsidiary
Total assets at
the end of the
period in 2012
82,541.27
19,349.05
1,340,771.22
48,183.31
4,742.38
Increase rate than
the same period
in 2012 (%)
31.46
53.41
30.03
56.52
624.3
GDPD Yunnan New Energy Development Co., Ltd.
GDPD Jiuquan Thermal Power Co., Ltd.
GD Xinjiang Power Co., Ltd.
GDPD Guangdong New Energy Development Co., Ltd.
GDPD Hunan New Energy Development Co., Ltd.
GDPD Zhejiang Zhoushan Offshore Wind Power
6,194.38
4,032.05
53.63
Development Co., Ltd.
GD Huzhou Nanxun Natural Gas Thermal Power Co., Ltd.
11,228.20
3,014.70
272.45
GD Yinzhou Wind Power Generation Co., Ltd.
2,212.77
680.43
225.2
Main reasons leading to the change of total assets: the influence from the construction of the power projects and
heat supply network projects, and the adding of under-construction projects and fixed assets of relevant subsidiaries,
which leads to the increase of the total assets.
(6) Equity investment projects with the income from investment more than 10%
Amount unit: RMB ten-thousand Yuan
Income from
The proportion among the income
Equity investment project
investment in
from all investment of the company
2013
(%)
Shanghai Waigaoqiao No.2 Power Generation Co., Ltd.
27,749.30
14.87
Zhejiang Zheneng Beilun Power Generation Co., Ltd.
36,101.73
19.35
Hebei Bank Co., Ltd.
26,169.28
14.02
Shanghai Waigaoqiao Third Power Generation Co., Ltd.
20,717.08
11.1
Tongmei GD Tongxin Coal Mining Co., Ltd.
25,225.90
13.52
5. Condition on project of non-raise fund
Project name
Bulian Power Plant
Project of GD Jiantou
Inner
Mongolia
Energy Co., Ltd.
Second phase project
of Guodian Xinjiang
Project
amount
Project progress
Unit: Billion Yuan Currency: RMB
Investment
Accumulative
Condition
amount of
actual investment
of project
this year
amount
earning
5.399
Two generating units were
put into operation separately
in Jan 2013 and June 2013.
0.644
5.302
0.101
2.733
Two generating units were
put into operation separately
0.750
2.483
0.029
28
GD POWER DEVELOPMENT CO., LTD.
Kuche
Power
Generation Co., Ltd.
Houziyan Project
in Nov 2012 and July 2013.
19.262
Level I project of
Zhentouba Dam
8.574
Level
II
Shaping
5.284
Total
project
Annual Report 2013
41.252
The dam of this project was
filled to an elevation of
1670m, and the excavation
of the factory and roads to
the reservoir area has been
under stable construction. It
is expected to put into
operation in the end of 2016.
The concrete pouring of this
project will be finished about
580,000 m3 within this year.
Except the main machine
room of 4# unit that has not
been capped, others have
already been completed in
advance. It is expected to put
into operation in the first half
of 2015.
The slope along the water of
the coffer-dam at both
upstream and downstream of
this project has been filled to
the design pattern, and the
diaphragm
walls
both
upstream and downstream
were
completed
about
2
4544m and some parts were
started to be poured from the
foundation. It is expected to
put into operation in the end
of 2017.
/
2.105
6.735
Not put into
operation
0.998
3.961
Not put into
operation
0.299
1.275
Not put into
operation
4.796
19.756
/
(VI) Others
1. As approved by the 10th General Manager’s office meeting of the company in 2013, it was agreed on
cooperating with Yitai Coal and Hebei Hengguan to build the Talahao Power Plant, where the company has a
shareholding ratio of 35%. The preparation office of the Power Plant had to invest 10million Yuan for the preliminary
works, among which the company proposed to invest 3.5 million Yuan;
2. As approved by the 12th General Manager’s office meeting of the company in 2013, it was agreed to establish
GDPD Minqin New Energy Co., Ltd. with a registered capital of 10million Yuan;
3. As approved by the 3rd General Manager’s office meeting of the company in 2014, compensation had to be made
to the matter that the Yongle Power station was shut down permanently because it was submerged because of the
impound of Zhentouba Level I Power Station of Daduhe River Company. The company will make the compensation by
29
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
a ratio of 4.3% of the actual on-grid energy. It is estimated the internal earning rate will fall to 9.16% after the
compensation, if it is calculated according to the researchable on-grid electricity price at 0.428Yuan/kWh.
II. Discussion and analysis on the future development of the company at the board of Directors
(I) Industrial competition pattern and development trend
According to the analysis report on the power supply-demand situation of the whole country in 2014 made by CEC,
the growth of power consumption is estimated to fall back slightly compared with that in 2013. In 2014, the national
economy will keep stable increase, and it is estimated the gross domestic product will have a year-on-year growth about
7.5%. In view of the economic growth in 2014, the national air pollution prevention, energy conservation and emission
reduction, and the serious over-capacity of the high consumable industries such as steel melting and the over-high
power consumption due to continuous high temperature during the summer peaks in 2013, it is estimated the power
consumption of the whole society in 2014 will have a year-on-year growth about 6.5%-7.5%, among which 7.0% or so
will be the best. It is estimated in 2014 that the power supply ability will be sufficient, the proportion of installed
capacity of the non-fossil energy will continue rising, and that the newly-added installed capacity of the whole year will
be 96 million kW or so, including 60 million kW of non-fossil energy power and 30 million kW of newly-added coal
power. It is estimated the installed capacity of the power generation in the whole country till the end of the year will be
1.34 billion kW, including 0.82 billion kW or so of coal power and 0.45 billion kW or so of non-fossil energy power,
where the proportion of non-fossil energy power is near to 34%. The installed capacity of the non-fossil energy power
is comprised of 0.28 billion kW of ordinary hydro power, 22.71 million kW of power generation by pumped storage,
21.09 million kW of nuclear power, 93 million kW of grid-connected wind power and 29 million kW or so of
grid-connected solar power.
On the whole, it is estimated that the power supply of the whole country in 2014 will be kept in overall balance.
Among which, the power supply capacity in Northeast has much surplus; that in Northwest has less surplus; the
supply-demand relation in North China is nearly not balanced; and those in East China, Central China and Southern
area are kept in overall balance. It is estimated the utilization hours of power generating unit in the whole year will be
4430-4480 Hrs, among which that of coal power generating unit will be more than 5100 Hrs.
(II) Development strategies of the company
In 2014, the company will stick to the rule of seeking improvement and optimum in stability, insist on the strategies
of development by transformation and innovation-driven, further highlight the proportion of clean and high efficient
thermal power, large scale and medium scale of hydro power, high quality wind power and fuel gas power in assets,
and make efforts to build an integrated domestic leading & world-class listed company in power industry.
For the aspect of development, the company will keep optimization on the structural layout of thermal power, speed
up the configuration and development of thermal power around the coastal regions, coal power bases and main
passages of coal power, emphasize on the projects of Taizhou Second Phase Project, Bengbu Second Phase Project,
Shanghaimiao, Changtan, Hudong and Wucaiwan and the like projects; speed up the configuration and development of
gas fuel projects at coastal regions, and put the gas source, the gas price, the electricity price and the utilization hours
into practice. Keep reasonable investment strength, enhance the quality of the wind power development, and speed up
the development of wind power projects in the middle southeast area and Shanxi and Ningxia and the like less rationing
regions; enhance the reserve of the three Norths where the wind power sources are rich, and promote the planning of
external power transmission at large wind Power Plant; promote the development and construction of offshore wind
power at Zhejiang Zhoushan and Hebei Leting. Fully support the development of the hydro power of Daduhe
river-basin, keep a foothold at the Southwest princes or regions with rich hydro power sources, and try hard to get the
approval on the development of large scale and medium scale of hydro power projects. Development the solar energy
projects according to the best conditions, optimize the structure at regions with rich resources, such as Gansu, Inner
30
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Mongolia, Ningxia and Xinjiang etc., and select the best for development. Develop positively the coal industry,
strengthen the development degree of self-use coal projects, carry forward the construction of Mengxi Coal Power Base,
and emphasize on the preliminary works of the Changtan-Liusan Gedan integrated coal project.
(III) Operating plan
It is planned to realize the power generating capacity of 191,698,000,000 kWh and the heating load of 54,180,000
GJ in 2014.
(VI) The fund demand of the company for maintaining current business and completing the investment projects under
construction
Unit: 100 million Yuan
Fund plan
Financing
Arrangement of
Description on cost of funds and
Item
The year of 2014
method
fund source
use
Debt
Owned funds and Floating range of the basic
Thermal power project
financing
bank loan and so on interest rate of Central Bank
89.26
Debt
Owned funds and Floating range of the basic
Hydro power project
financing
bank loan and so on interest rate of Central Bank
128.34
Debt
Owned funds and Floating range of the basic
Wind power project
financing
bank loan and so on interest rate of Central Bank
41.90
Debt
Owned funds and Floating range of the basic
Solar power project
financing
bank loan and so on interest rate of Central Bank
0.76
Coal and chemical
Debt
Owned funds and Floating range of the basic
project
financing
bank loan and so on interest rate of Central Bank
6.14
Debt
Owned funds and Floating range of the basic
Other projects
financing
bank loan and so on interest rate of Central Bank
3.68
Technical innovation
Debt
Owned funds and Floating range of the basic
and non-procurement
financing
bank loan and so on interest rate of Central Bank
37.80
(V) Possible risks
By comprehensive analysis on the current situation, it is learned that the company may be confronted with the
following risks in 2014:
(1) Risk of fluctuation on utilization hours of power generation equipment
Because of the influence of the supply-demand relationship of the electric power, the average utilization hours of
the power generation equipment will be fluctuated.
The utilization hours of wholly-owned and controlling power generation enterprises from 2011 to 2013 were
respectively 5,218 Hrs, 5,018 Hrs and 4,935 Hrs. As the growth speed of the national economy and that of the national
electric power installed capacity change, the average utilization hours of power generation equipment of the company
in future have the risk of fluctuation, which will affect the profitability of the company to some extent.
(II) Risk of fluctuation on coal price
Up till Dec 31, 2013, the installed capacity of the thermal power generating units of the company had taken 73.67%
of the controlling installed capacity, and the main fuel for thermal power generation is coal. The cost of coal takes a
high proportion among the operating costs of the company. The fluctuation on the coal price will affect greatly on the
business performance of the company. In recent two years, the price of electric coal has been at the descending stage of
volatility, but the decreasing amplitude is small now. If the price of electric coal rises again in future, the fuel cost of the
company will be increased, which will affect the profitability of the company to some extent.
(III) Risk of fluctuation on interest rate
31
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
The power industry in which the company belongs is a capital intensive industry. The construction of power
projects has the features of large scale of investment and long investment payoff period. In recent years, the company
has had many newly-built projects. The investment fund other than the project capital fund is mainly obtained by the
loan. And the interest rate of loan is possible to be fluctuated by the change on the general operating condition of the
national economy, the national financial and monetary policies and the international economic environment etc., and
this may also affect the financial expense of the company.
III. Explanation of the board of Directors on “non-standard audit report” of accounting firms
(I) Explanation of the board of Directors and the board of supervisors on “non-standard audit report” of accounting
firms
√ Not Applicable
(II) Explanation of the board of Directors on analysis of reasons and influence for the change on accounting policies,
accounting estimation or accounting method
Since the put into operation of GDPD Dalian Zhuanghe Power Generation Co., Ltd., an controlling subsidiary of
the company, it has strengthened the regular maintenance and transformation on assets such as power generating and
heat supply equipment, enhancing the equipment performance and prolonging the service life of the fixed assets.
Meanwhile, because the electrical equipment, due to the ageing of components and high speed updating of electronic
products, has not satisfied the site production and technical upgrading any more, and as the defect rate becomes higher
and higher as the system operating time increases, the equipment reliability decreases year by year, and the actual use
life is thus shortened. To reflect the financial status and the operating results of GDPD Dalian Zhuanghe Power
Generation Co., Ltd. more fair and properly, and enable the depreciation life of the fixed assets to be closer with the
actual service life, GDPD Dalian Zhuanghe Power Generation Co., Ltd., as approved by the board of Directors, had
modified the depreciation life of parts of power generation assets in July 2013, according to the accounting standard
and the company financial management system. The depreciation life of the assets after modification was still within
the specified range as stated in the company financial system.
The accounting estimation and modification this time adopted the method of prospective application to realize the
accounting treatment, without retroactive adjustment, which would not affect the financial status and operating results
over the past years. After calculation, the influence that the accounting estimation and modification had to the financial
status and the operating performance of 2013 was that the total profit was increased about 20,980,000.00Yuan.
(III) Explanation of the board of Directors on analysis of reasons and influence for important prior period errors
correction
√ Not Applicable
IV. Plan of profit distribution or the capitalizing of capital reserve
(I) Preparation, execution or adjustment of the cash bonus policy
According to relevant rules, the company has prepared clear cash bonus policies in the articles of association and
has abided by these policies.
In addition, the company prepared and disclosed the detailed plan of reward to shareholders from 2013 to 2015. As
stated in the plan, according to relevant laws and regulations of Corporation Law and requirements of the Articles of
Association, on premise that the company will be capable of going concern and long-term development, if the company
has earnings at the year and the accumulative undistributed profit is positive, and there is no major investment plan or
other major cash payment and the like matters, the company ensures the profit distributed by cash every year will not
be lower than the 50% of allocable profit of the corresponding year, after withdrawing the full amount of legal
accumulation funds and optional accumulation funds; the company ensures that the profit distributed accumulatively by
32
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
cash will not be less than 30% of the average allocable profits realized within any three consecutive years.
The plan of profit distribution in 2013 of the company: distribute the dividends of 2013 to shareholders according
to the rate of cash bonus of 1.3 Yuan (tax inclusive) every 10 Shares. Calculated by taking the total stock issue of
17,229,916,618 Shares at the end of 2013 as the base, the amount of cash bonus would be 2,239,889,160.34Yuan,
56.2% of the allocable profit of the parent company in 2013. But due to the convertible bond to equity of the company,
the basic number of total share capitals of the actual distributed cash bonus shall be subject to the quantity of the total
share capitals at the registration date of equity rights when the bonus is distributed. So the amount of the cash bonus to
be distributed is difficult to be calculated at the approval date of this annual report. This plan of profit distribution shall
be executed only after it is approved in the shareholders meeting.
(II) If it is profitable within the report period, and the undistributed profit of the parent company is positive, while the
proposal for distribution of cash bonus has not been raised, the company shall disclose the detailed reasons and the
purpose and the use plan of the undistributed profits
√ Not Applicable
(III) The profit distribution plan or pre-arranged planning, and the plan or pre-arranged planning for the capitalizing of
capital reserve of the company within three years (including the report period)
Unit: Yuan Currency: RMB
Dividend
year
2013
2012
2011
The number of
bonus shares
being given
against every 10
Shares (Share)
0
0
0
The number of
dividends against
every 10 Shares
(Yuan) (Tax
inclusive)
The number of
increase against
every 10 Shares
(Share)
1.30
1.30
1.00
0
0
0
The number of
cash bonus (Tax
inclusive)
2,239,889,160.34
2,239,868,967.05
1,539,488,139.60
Net profits belong to the
shareholders of listed
company in the
consolidated statements in
the year of participation in
profit
6,279,156,091.94
5,050,573,363.59
3,648,105,653.61
Ratio among the net profits
belong to the shareholders
of listed company in the
consolidated statements (%)
Note: the amount of cash bonus in 2013 is an estimated amount.
V. Condition of performing the works regarding the social responsibilities actively
(I) Works regarding the social responsibilities
The company has prepared and disclosed the Report of Social Responsibilities in 2013, and the full text of the
report was published in the website of Shanghai Stock Exchange: www.sse.com.cn.
(II) Explanation on environmental protection of listed companies and their subsidiaries which belong to heavy pollution
industry as specified by National Environmental Protection Authority.
The company and its subsidiaries not belong to major pollution industry.
33
35.67
43.46
42.2
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Section V Important Matters
I. Significant lawsuit, arbitration and matters generally questioned by media
There is no significant lawsuit, arbitration and matters generally questioned by media in the company at the report
period.
II. Capitals being occupied and the progress of clearing up defaults within the report period
√ Not Applicable
III. Matters related to bankruptcy reorganization
There is no matter related to bankruptcy reorganization in the company at the report period.
IV. Matters of transaction in assets and business merger
(I) Condition that company acquisition, assets selling and business
change happens consequently
Overview and type of items
The Proposal about Purchasing GD Anhui Power Co., Ltd. was
approved in the second extraordinary shareholders meeting of the
company in 2013. It was agreed for the company to purchase
100% stock rights of Anhui Company in the price of
3,466,550,000.00Yuan. Up to the end of 2013, the procedures on
stock right transfer had been completed.
merger have been disclosed temporarily and no
Inquiry index
For details, refer to the website of SSE, China
Securities Journal and Shanghai Securities
News on Nov 5, 2013.
(II) Conditions that the temporary announcement does not disclose or there is follow-up progress.
34
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
1. Conditions for assets acquisition
Unit: Yuan
Counterparty
or final
control party
GD
Inner
Mongolia
Power Co.,
Ltd.
Wang
Youchun
and the like
shareholders
Xing
Yunsong
and the like
shareholders
Acquired assets
Purchase
date
100%
stock
rights of Abaga
Banner Anneng
Wind
Power
Co., Ltd.
100%
stock
rights
of
Reshuihe Power
Development
Co., Ltd.
89.41%
stock
rights
of
Panzhihua
Zerun
Power
Development
Co., Ltd.
Net profit
Net profit
contributed to the
contributed to the
listed company
listed company from the beginning
Asset acquisition
from the
to the end of this
price
acquisition date year (applicable to
to the end of the
combination of
report date
enterprises under
the same control)
Sept 30,
2013
101,893,900.00
-1,791,591.73
Jan 31,
2013
129,380,000.00
4,267,338.17
Jan 31,
2013
158,340,000.00
7,209,562.27
Whether it
is related
transactio
n (if so,
describe
the pricing
principle)
Assets
acquisition
and pricing
principle
Whether the
concerned
asset
property
rights have
been
transferred
completely
Whether
the
concerned
creditor's
rights and
debt have
been
transferred
completely
Currency: RMB
The assets is the
proportion of the
net profit
contributed by the
listed company
accounting for the
total profit (%)
Yes
Assessed
value
Yes
Yes
0.01
/
No
Assessed
value
Yes
Yes
0.07
/
No
Assessed
value
Yes
Yes
0.10
681,481.34
Related
relation
Brother
company
under the
same
group
2. Condition of selling the asset
Counter party
Assets sold
Selling
date
Selling price
Net profit
contributed to the
listed company
from the beginning
of this year to the
selling date
Profit and
loss from
the
selling
35
Whether it is
related
transaction (if
so, describe the
pricing
principle)
Assets
selling and
pricing
principle
Whether the
concerned asset
property rights
have been
transferred
completely
Unit: Yuan
Currency: RMB
Whether the
concerned
credit and debt
have been
transferred
completely
The assets being sold
is the proportion of
the net profit
contributed by the
listed company
accounting for the
total profit (%)
GD POWER DEVELOPMENT CO., LTD.
Xinkuang
Inner
Mongolia
Energy Co.,
Ltd.
20% stock rights
of
GD
Inner
Mongolia
Shanghaimiao
Thermal
Power
Co., Ltd.
Sinopec
Changcheng
Energy
&
Chemical Co.,
Ltd.
50% stock rights
of GD Sinopec
Ningxia Energy &
Chemical
Co.,
Ltd.
Annual Report 2013
Apr 30,
2013
The
capital
stock
is
increased by the
counterparty
unilaterally
-690,048.75 930,644.03
No
Assessed
value
Yes
Yes
0.01
Jan 1,
2013
The
capital
stock
is
increased by the
counterparty
unilaterally
Not put into
operation
No
Assessed
value
Yes
Yes
/
Note: GD Inner Mongolia Shanghaimiao Thermal Power Co., Ltd. was a GDPD second class subsidiary, holding 80% stock rights of Etuokeqian Banner
Shanghaimiao Thermal Power Co., Ltd.; on April 30, 2013, Xinkuang Inner Mongolia Energy Co., Ltd., the shareholder of GD Inner Mongolia Shanghaimiao Thermal
Power Co., Ltd., increased the capital stocks utilaterally. After that, the stock rights of GD Inner Mongolia Shanghaimiao Thermal Power Co., Ltd. held by our company
fell to 40%. The selling date is the date that the company actually losses it control right on net profit, financial and operating decisions of GD Inner Mongolia
Shanghaimiao Thermal Power Co., Ltd.
V. Company’s stock ownership incentive condition and impact thereof
√ Not Applicable
VI. Significant related transaction
(I) Related transaction concerning daily operations
1. Matters that have been disclosed in the temporary announcement and have no progress or change in the follow-up implementation
Overview of items
According to the Proposal on 2013 Regular Related Transaction of the company and its Share-holding Subsidiaries of 2012 annual
shareholders meeting and Proposal on Adjustment of Partial Regular Related Transaction of the company in the third extraordinary
shareholders meeting of 2013, the matters that have been disclosed by the company in the temporary announcement and have no
progress or change in the follow-up implementation are as follows:
1. The company and its subsidiaries' total amount of fuel acquisition and transportation of power and fuel from Guodian Fuel Co., Ltd.
in 2013 is expected to no more than 7.6 billion Yuan, and the actual total amount is 5.634 billion Yuan;
2. The company and its subsidiaries' total amount of fuel and power acquired from Inner Mongolia Pingzhuang Coal (Group) Co., Ltd.
and Jinyuan Ecnomics and Trade Company in 2013 is expected to be no more 1.7 billion Yuan and 0.8 billion Yuan separately, and the
actual total amount is 0.452 billion Yuan and 0.301 billion Yuan;
3. The company and its subsidiaries' balance held on deposit of Guodian Finance Co., Ltd. in 2013 is expected to no more than 5 billion
36
Inquiry index
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Yuan, and the actual balance in the end of 2013 is 1.595 billion Yuan;
4. The company and its subsidiaries' total amount of fuel and power sold to Sulong Energy Co., Ltd., Guodian Dawukou Thermal
Power Co., Ltd. and Guodian Fuel Co., Ltd. in 2013 is expected to be no more than 1.372 billion Yuan, and the actual total amount is
0.881 billion Yuan;
5. The company and its subsidiaries' total amount of operation and maintenance service of information system provided by Beijing
Guodian Union Commercial Network Co., Ltd. in 2013 is expected to be no more than 2.6 million Yuan, and there is no amount
actually in the whole year;
6. The desulfuration cost paid by the company and its subsidiaries to Longyuan Environmental Protection Company in 2013 is
expected to be no more than 0.6 billion Yuan and the actual total amount is 581 million Yuan;
7. The company and its subsidiaries' expenses for buying water from GD Shizuishan Power Plant is expected to be no more than
36million Yuan, and the actual total amount is 307,692,000.00 Yuan;
8. The company and its subsidiaries' total amount of water, electricity and heating power sold to Beijing Guodian Longyuan
Environmental Engineering Co., Ltd. in 2013 is expected to be no more than 0.2 billion Yuan, and the actual total amount is 162
million Yuan;
9. The company and its subsidiaries' total revenue generating from consultation service and technical supervisory services ,which is
collected from Guodian Energy Research Institute and Guodian Science and Technology Research Institute in 2013, is expected to be
no more than 1.3million Yuan and 35.02million Yuan separately, and the actual total amount are 917,100.00 Yuan and 23.032 million
Yuan;
10. The rent paid for leasing office building from Guodian Sichuan Power Generation Co., Ltd., Guodian Materials Corporation, Yantai
Longyuan Electric Power Technology Co., Ltd., Chengdu Branch, and China Guodian Corporation, Tibet Branch in 2013 is expected to
reach 6 million Yuan and the actual amount is 5,074,100.00 Yuan;
11. The company and its subsidiaries' total amount of management service fee received from Guodian Aksu River Basin Hydro Power
Development Co., Ltd. in 2013 is expected to no more than 4 million Yuan and the actual total amount is 760,000.00 Yuan;
12. The company and its subsidiaries' total amount of the service fee received from Guodian Materials Group (Sichuan) Daduhehe
Distribution Co., Ltd. in 2013 is expected to no more than 6 million Yuan and the actual amount is 3,479,100.00 Yuan;
13. The company and its subsidiaries' total amount of management fee on agreed energy paid to GD Longyuan Electric Power
Technology Co., Ltd. in 2013 is expected to be no more than 50million Yuan, and the actual amount is 280 million Yuan;
14. The company and its subsidiaries' total amount of consultation service collected from GD New Energy Research Institute in 2013 is
expected to be no more than 31.44 million Yuan, and the actual amount is 18.8825 million Yuan;
15. The company and its subsidiaries' total amount for accepting the centralized purchasing and distribution service of materials
provided by Guodian Materials Group Co., Ltd. in 2013 is expected to no more than 74 million Yuan and the actual amount is
65million Yuan;
16. The company and its subsidiaries' total amount of water charge paid to Beijing Langxinming Technology Co., Ltd. in 2013 is
expected to no more than 26.02 million Yuan and the actual amount is 24.12 million Yuan;
17. The company and its subsidiaries' total amount for accepting the property service provided by Guodian Xingye (Beijing) Property
Management Co., Ltd. in 2013 is expected to no more than 12.478 million Yuan and the actual amount is 870,000.00 Yuan.
37
For details, refer to the website
of SSE, China Securities
Journal
and
Shanghai
Securities News on March 30,
2013 and Dec 4, 2013.
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Notes:
GD Anhui Power Co., Ltd. was not involved in the Proposal on 2013 Regular Related Transaction of the company and its Share-holding Subsidiaries of 2012 annual
shareholders meeting, which was approved at the beginning of the year. The procedures for modification of relevant stock rights regarding acquisition of GD Anhui Power
Co., Ltd. had not been finished at the end of December 2013. So GD Anhui Power Co., Ltd. was not involved in the above regular related transaction. The regular related
transactions of GD Anhui Power Co., Ltd. are showed in the "2. Matters that are not disclosed in temporary announcement" of this chapter.
2. Matters that are not disclosed in temporary announcement
Unit: Yuan
Related transaction
party
GD
Technology
Environment Protection
Group Co., Ltd.
Affiliated units of
China
Guodian
Corporation
GD Suqian Thermal
Power Co., Ltd.
Affiliated units of
China
Guodian
Corporation
Affiliated units of
China
Guodian
Corporation
Affiliated units of
China
Guodian
Corporation
Related relation
Type of related
transaction
Contents of
related
transactions
Pricing principle on
related transaction
Price of
related
transaction
Amount of related
transaction
Proportion among
amount of similar
transactions (%)
Currency: RMB
Settlement method of
related transaction
Brother
company
under the same group
Sell
commodities
Sell fixed assets
Market price
Market price
12,877,852.78
14.66
Money Funds
Brother
company
under the same group
Provide
service
Rent out assets
Market price
Market price
8,521,431.38
0.70
Money Funds
Brother
company
under the same group
Sell
commodities
Sell fuel
Market price
Market price
24,884,430.77
0.04
Money Funds
Brother
company
under the same group
Sell
commodities
Market price
Market price
54,090,824.90
0.08
Money Funds
Brother
company
under the same group
Provide
service
labour
Market price
Market price
74,998,650.74
0.12
Money Funds
Brother
company
under the same group
Provide
service
labour
Market price
Market price
15,742,120.81
1.30
Money Funds
Brother
company
under the same group
Brother
company
under the same group
Purchase
commodities
Purchase
commodities
Market price
408,810,133.08
1.61
Money Funds
Market price
177,958,056.79
0.70
Money Funds
GD
Technology
Environment Protection
Group Co., Ltd.
Brother
company
under the same group
Purchase
commodities
Bid
price
and
market price etc.
Market price
2,395,637,528.55
6.43
Money Funds
GD Material
Co., Ltd.
Brother
company
under the same group
Purchase
commodities
Bid
price
and
market price etc.
Market price
1,848,492,974.95
4.96
Money Funds
Brother
Purchase
Bid
Market price
171,847,658.24
0.46
Money Funds
GD Fuel Co., Ltd.
Longyuan
Power
Group Co., Ltd.
GD
Group
Environment
company
labour
Sell
water,
electricity
and
materials
Transferred
generating
capacity
Service fee and
the like
Purchase fuel
Purchase fuel
Purchase
environmental
protection
equipment
Purchase
equipment
and
supplies etc.
Purchase
Bid
price
and
market price etc.
Bid
price
and
market price etc.
price
38
and
Protection
Research
Institute
GD
Science
&
Technology Research
Institute
Guocheng
Yitai
Technology
Development Co., Ltd.
Affiliated units of
China
Guodian
Corporation
Affiliated units of
China
Guodian
Corporation
Inner
Mongolia
Pingzhuang
Coal
(Group) Co., Ltd.
GD
Science
&
Technology Research
Institute
GD
Technology
Environment Protection
Group Co., Ltd.
Total
under the same group
Brother
company
under the same group
Brother
company
under the same group
Brother
company
under the same group
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
equipment
and market price etc.
materials etc.
Purchase
Purchase
Bid
price
and
equipment
and
Market price
commodities
market price etc.
materials etc.
Purchase
Purchase
Bid
price
and
equipment
and
Market price
commodities
market price etc.
materials etc.
Purchase
Purchase
Bid
price
and
equipment
and
Market price
commodities
market price etc.
materials etc.
commodities
11,498,967.42
0.03
Money Funds
77,879,531.45
0.21
Money Funds
15,265,022.67
0.04
Money Funds
Brother
company
under the same group
Accept
the
labour service
Accept the service
etc.
Bid
price
and
market price etc.
Market price
31,239,701.91
1.72
Money Funds
Brother
company
under the same group
Purchase
commodities
Purchase fuel
Bid
price
and
market price etc.
Market price
33,068,504.22
0.13
Money Funds
Brother
company
under the same group
Purchase
commodities
Accept the service
etc.
Bid
price
and
market price etc.
Market price
1,745,155.57
0.10
Money Funds
Brother
company
under the same group
Purchase
commodities
Purchase water
Bid
price
and
market price etc.
Market price
12,852,827.78
4.82
Money Funds
5,377,411,374.01
/
/
/
(II) Related transactions for acquisition and selling of assets
1. Matters that have been disclosed in the temporary announcement and have no progress or change in the follow-up implementation
Overview of items
Inquiry index
According to the decision of the second extraordinary shareholders meeting of the
For details, refer to the website of SSE and China Securities Journal and
company in 2013, it was agreed for the company to purchase 100% stock rights of
Shanghai Securities News on Nov 5, 2013.
GD Anhui Company in an amount of 3,466,550,000 Yuan.
(III) Others
1. In 2013 the company and its subsidiaries' deposit balance held in GD Finance Co., Ltd. is 1,950,414,700 Yuan and the loan balance is 5,232,000,000 Yuan. For the
company and its subsidiaries' related transactions in GD Finance Co., Ltd., such as deposit and loan and so on, the deposit interest rate shall be calculated according to
stipulations of People's Bank of China, and the interest rate of loan and entrust load and the settlement service fee in GD Finance shall not be higher than the interest rate
and charge rate of People's Bank of China or stipulations of other authorities. The total loan interest in the current period is 227,228,616.43 Yuan;
2. On Nov 7, 2013, the company purchased 100% stock rights of GD Anhui Power Co., Ltd. from China Guodian Corporation, in the total price of
3,466,550,000Yuan.
39
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
3. On Sept 30, 2013, GDPD Inner Mongolia New Energy Development Co., Ltd., one of subsidiaries of the company, purchased the 100% stock rights of Abaga
Banner Anneng Wind Power Co., Ltd. from GD Inner Mongolia Power Co., Ltd., in the total price of 101,893,900 Yuan.
VII. Significant contract and its implementation
(I) Entrusting, contracting and leasing matters
√ Not Applicable
(II) Guarantee condition
Unit: Yuan
Guarantor
The relation
between the
guarantor
and the listed
company
Guodian
Power
Development
Co., Ltd.
Company
home
office
Guodian
Power
Development
Co., Ltd.
Company
home
office
Guodian
Power
Development
Co., Ltd.
Company
home
office
Guodian
Power
Development
Co., Ltd.
Company
home
office
Guodian
Power
Development
Co., Ltd.
Company
home
office
Guodian
Company
Secured
party
External guarantee of the company (not including the guarantee to subsidiaries)
Date of
Whether
guarantee
Starting
Ending
the
Amount of
(the date
Type of
Whether
Amount
date of
date of
guarantee
guarantee
when the
guarantee
overdue outstanding
guarantee guarantee
has been
agreement
completed
is signed)
Tongmei GD
Wangping
Power
218,800,000.00
Generation
Co., Ltd.
Tongmei GD
Wangping
Power
15,939,339.34
Generation
Co., Ltd.
Shanxi
Meixiao
Guodian
196,000,000.00
Energy Co.,
Ltd.
Shanxi
Meixiao
Guodian
98,000,000.00
Energy Co.,
Ltd.
Shanxi
Meixiao
Guodian
49,000,000.00
Energy Co.,
Ltd.
Shanghai
334,645,983.44
Currency: RMB
Whether
any
counter
guarantee
Whether
belonging to
the guarantee
for the
related party
Related
relation
June 3,
2010
June 3,
2010
June 2,
2025
Guarantee
of joint
and several
liabilities
No
No
No
Yes
Associated
company
Sept 20,
2012
Sept 20,
2012
July 18,
2014
Guarantee
of
joint
and several
liabilities
No
No
No
Yes
Associated
company
June 30,
2011
June 30,
2011
Sept 28,
2015
Guarantee
of
joint
and several
liabilities
No
No
No
Yes
Other
June 30,
2011
June 30,
2011
Jan
16.
2015
Guarantee
of
joint
and several
liabilities
No
No
No
Yes
Other
June 30,
2011
June 30,
2011
Jan
26.
2016
Guarantee
of
joint
and several
liabilities
No
No
No
Yes
Other
Nov
Nov
Sept
Guarantee
No
No
No
Yes
Joint
27,
27,
15,
40
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
Waigaoqiao
2006
2006
2017
of
joint
No.2 Power
and several
Generation
liabilities
Co., Ltd.
Shanghai
Guodian
Guarantee
Company Waigaoqiao
Power
Nov 27, Nov 27, Sept 15, of
joint
home
No.2 Power 31,407,596.02
No
No
Development
2006
2006
2017
and several
Generation
office
liabilities
Co., Ltd.
Co., Ltd.
Zhejiang
Guodian
Guarantee
Company Zheneng
Power
Beilun
Mar
4,
Feb
28,
Apr
15,
of
joint
home
78,765,962.73
No
No
Development
Power
2002
2008
2015
and several
office
Generation
liabilities
Co., Ltd.
Co., Ltd..
GD Jiantou
Guodian
Guarantee
Company Inner
Power
Apr
15,
Apr
15,
Apr
14,
of
joint
home
Mongolia
500,000,000.00
No
No
Development
2011
2011
2026
and several
Energy Co.,
office
liabilities
Co., Ltd.
Ltd.
Total guarantee amount during the report period (not including the guarantee to subsidiaries)
Total guarantee balance (A) in the end of the report period (not including the guarantee to subsidiaries)
The guarantee to subsidiaries
Total guarantee to subsidiaries during the report period
Total guarantee balance (B) to subsidiaries in the end of the report period
Total guarantee amount of the company (including the guarantee to subsidiaries)
Total guarantee amount (A+B)
The proportion of total guarantee amount in the net assets of the company (%)
Among which:
Guarantee amount provided to shareholders, actual controller and related parties (C)
Amount of debt guarantee provided directly or indirectly to secured party with the asset-liability ratio more than 70% (D)
Part of total guarantee amount exceeding 50% of the net assets (E)
Total guarantee amount of the above-three items (C+D+E)
Power
Development
Co., Ltd.
home
office
venture
company
No
Yes
Joint
venture
company
No
Yes
Associated
company
No
Yes
Joint
venture
company
0
1,522,558,881.54
1,874,999,621.20
13,361,723,763.47
14,884,282,645.01
38.85
0
5,725,247,095.18
0
5,725,247,095.18
According to the resolution of 3rd Conference of the Seventh Board of Directors, the company will transfer 49% stock rights of Shanxi Meixiao Guodian Energy Co.,
Ltd. to GD Fuel Co., Ltd., the wholly-owned subsidiary of GDPD. Up till now, the procedures for transfer of stock rights have been completed. The guarantee of the
company to Shanxi Meixiao Guodian Energy Co., Ltd. will be received by GD Fuel Co., Ltd., and at present the procedures for transfer of guarantee is under processing.
(III) Other significant contracts
None of other significant contract is signed in this year.
VIII. Implementation of commitment items
41
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(I) Commitment items within the report period or continuing to the report period of listed companies, shareholders with 5% or above stock rights, the controlling
shareholder and the actual controller
Background of
commitment
Commitment
related to
refunding
Type of
commitment
Commitment
party
Restriction
on
stock
right
China
Guodian
Corporation
Solve
the
horizontal
competition
China
Guodian
Corporation
Restriction
on
stock
right
China
Guodian
Corporation
Restriction
on
stock
right
National
Council
for
Social
Security Fund
Time and
period of
commitment
Content of commitment
The company issued the A Share by private placement in June of 2010,
where China Guodian Corporation committed that the A Share by private
placement of 1,440,288,826 Shares purchased this time would not be
transferred within 36 months after it was issued on June 30, 2010.
In April of 2010, China Guodian Corporation clearly expressed to regard
the company as the integration platform for the business of GDPD thermal
power and hydro power, and make efforts to inject the assets (not including
related assets, business and equity of other direct controlling listed
companies other than GDPD of China Guodian Corporation) of power
generation business of China Guodian Corporation into the company,
within 5 years or so by asset merger and restructuring and so on.
The company issued the A Share by private placement in Dec of 2012,
where China Guodian Corporation committed that the A Share by private
placement of 917,431,192 Shares purchased this time would not be
transferred within 36 months after it was issued on Dec 31, 2012.
The company issued the A Share by private placement in Dec of 2012,
where National Council for Social Security Fund committed that the A
Share by private placement of 917,431,192 Shares purchased this time
would not be transferred within 36 months after it was issued on Dec 31,
2012.
Whether with the
period of
implementation
Whether performed
strictly according to
relevant requirements
36 months
Yes
Yes
Make efforts
to realize it in
5 years or so
Yes
Yes
36 months
Yes
Yes
36 months
Yes
Yes
IX. Appointment and dismissal of accounting firms
Unit: Ten-thousand Yuan
Whether to reappoint the accounting firm:
Name of domestic accounting firm
Yes
Zhongrui
partnership)
Formal appointment
Yuehua Accounting Firm
Compensation to domestic accounting firm
Audit term of domestic accounting firm
Accounting firm for internal control & audit
Currency: RMB
(special
general
Present appointment
Ruihua Certified Public Accountants
general partnership)
525.3
7
Name
Ruihua Certified Public Accountants (special general partnership)
42
(special
525.3
1
Remuneration
262
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
In 2013, Zhongrui Yuehua Accounting Firm (special general partnership) mergered with Guofu Haohua Accounting
Firm (special general partnership) to newly establish Ruihua Certified Public Accountants (special general partnership).
According to the third extraordinary shareholders meeting resolution in 2013, the company reappointed Ruihua
Certified Public Accountants (special general partnership) as the audit body of the 2013 annual final account report of
the company and the audit body of the internal control. The audit fee on the 2013 annual final account report is
6,123,000 Yuan, including 5,253,000 Yuan for the audit fee paid to Ruihua Certified Public Accountants, 870,000 Yuan
for the audit fee paid to Zhonghuan Haihua Accounting Firm which was the audit body of GD Anhui Power Co., Ltd. in
2013 (GD Anhui Power Co., Ltd. was purchased by the company during the report period); and 2,620,000 Yuan for the
audit fee of internal control in 2013.
X. Conditions on punishment and rectification to the listed company and its Directors, supervisors, senior executives,
shareholders with 5% or more stock rights, the actual controller, and the purchaser
In this year, none of the company and its Directors, supervisors, senior executives, shareholders with 5% or more
stock rights, the actual controller, and the purchaser receives the audit, the administrative penalty or the notice of
criticism by CSRC or the public censure from stock exchanges.
XI. Conditions on convertible bonds
(I) Condition on issue of convertible bonds
As approved by the document of CSRC (Document No.: Z.J.X.K. [2011] 1296), the company issued publicly the
convertible bonds in a total amount of 5.5 billion Yuan on August 19, 2011. The convertible bonds were issued against
the face value of 100Yuan, about 55,000,000 Pieces, which less the issue fee the total raise funds were at an amount of
5.435 billion Yuan. The period is six years from the date of issue, namely from August 19, 2011 to August 19, 2017.
The nominal interest rate is 0.5% at the first year, 0.5% at the second year, 1.0% at the third year, 2.0% at the fourth
year, 2.0% at the fifth year and 2.0% at the sixth year. The interest shall be paid once per every year from the date of
issue. On Sept 2, 2011, the convertible bonds were listed in SSE, briefly called "GD Convertible Bond", with its code
at 110018. And the period of share transfer was from Feb 20, 2012 to August 19, 2017. The initial share transfer price
was 2.67Yuan/Share. The company redeemed all non-transferred convertible bonds within 5 transaction days after the
current period of convertible bonds was overdue, according to 110% of face value of the convertible bonds issued this
time (including the interest of the last period).
The total priority placement to the former shareholders during the issue of these convertible bonds was 22,083,050
Pieces, 40.15% of the total issue amount; the number of GD Convertible Bonds sold online to common public investors
was 1,002,100 Pieces, about 1.82% of the total issue amount. The number of effective subscription online of common
public investors was 92,040,430 Pieces, and the lot winning rate was 1.08876067%. The number of GD Convertible
Bonds sold offline to organization investors was 31,914,850 Pieces, about 58.03% of the total issue amount. The
number of effective subscription offline was 2,931,300,000 Pieces, with the placing proportion of 1.0887609593%. The
number of convertible bonds for exclusive sales by the underwriting group was 0.
43
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
(II) Holders and guarantors of convertible bonds during the report period
Number of holders of convertible bonds in the end of the period
Guarantor of the company convertible bonds
Top 10 holders of convertible bonds are as follows:
6,958
China Guodian Corporation
Holding amount of
convertible bonds in the
end of the period (Yuan)
Name of holders of the company convertible bonds
China Construction Bank Co., Ltd. - Minsheng Jiayin preferential bond
type of securities investment funds for convertible bonds
Industrial and Commercial Bank of China Limited - Xingquan mixted
type of securities investment funds for convertible bonds
National Social Security Fund - 17 Combination
Agricultural Bank of China - Galaxy income securities investment funds
Guotai Junan Securities Co., Ltd.
China Guodian Corporation
Anbang Property Insurance Co., Ltd. - traditional products
MERRILL LYNCH INTERNATIONAL
Industrial and Commercial Bank of China Limited - Jianxin stable
profit-added bond type of securities investment funds
Industrial and Commercial Bank of China Limited - Huitianfu
multi-income bond type of securities investment funds
Holding
proportion
(%)
336,485,000
6.12
211,785,000
3.85
152,711,000
140,000,000
134,287,000
128,961,000
119,915,000
103,744,000
2.78
2.55
2.44
2.35
2.18
1.89
87,023,000
1.58
83,006,000
1.51
(III) Change on convertible bonds during the report period
Name of the company
convertible bonds
GD Convertible Bond
Before this change
5,499,125,000
Unit: Yuan
Increase/decrease of this change
Converted share Redemption Put-back
384,000
0
0
(IV) Accumulative converted shares of convertible bonds during the report period
Converted share amount during the report period (Yuan)
Number of converted shares during the report period (Share)
Accumulative number of converted shares (Share)
The proportion of accumulative number of converted shares in the total
stock issue of the company before the converted (%)
Amount of non-converted shares (Yuan)
The proportion of non-transfer convertible bonds in the total issue of
convertible bonds (%)
Currency: RMB
After this
change
5,498,741,000
384,000
155,333
483,644
0.03
5,498,741,000
99.97
(V) Historical adjustment of the price of converted shares
Unit: Yuan
The date to
adjust the price
of converted
share
The price of
converted
share after the
adjustment
Time
of
disclosure
Disclosure
medium
44
Currency: RMB
Explanation on adjusting the price of converted
share
GD POWER DEVELOPMENT CO., LTD.
Annual Report 2013
China
The company carried out the profit distribution plan
Securities of "distributing 1.00 Yuan (tax inclusive) against
Journal,
every 10 Shares of 2011" on June 18, 2012.
June 12, 2012
2.57 June 6, 2012
Shanghai
According to relevant requirements, the price of
Securities converted share of "GD Convertible Bonds" was
News
adjusted from 2.67 Yuan/Share to 2.57 Yuan/Share.
China
According to relevant requirements, due to the
Securities
private placement of A Share of the company, the
Journal,
Jan 11, 2013
price of converted share of "GD Convertible Bonds"
2.53 Jan 10, 2013
Shanghai
was adjusted from 2.57 Yuan/Share to 2.53
Securities
Yuan/Share.
News
China
The company carried out the profit distribution plan
Securities of "distributing 1.30 Yuan (tax inclusive) against
Journal,
every 10 Shares of 2012" on May 29, 2013.
May 23, 2013
2.40 May 17, 2013
Shanghai
According to relevant requirements, the price of
Securities converted share of "GD Convertible Bonds" was
News
adjusted from 2.53 Yuan/Share to 2.40 Yuan/Share.
The latest price of converted share in the end of this report period
2.40
(VI) The company's liabilities, change on credit standing and cash arrangement for repaying debt in future
Both the company itself and its bond credit rating are AAA, with good financing capacity and debit paying ability.
Domestic commercial banks authorize the company with sufficient credit lines. The company will pay back the
matured debts and pay the interest on schedule mainly by its owned funds. If the funds in the hands are not sufficient,
the company can obtain such funds by newly adding bank loans or directly through financing at capital market, and
meanwhile the company will repay the capital and interest on schedule.
XII. Explanation of other significant matters
On Nov 12, 2013, GDPD (the controlling holder of the company) newly held the stocks of the company by
purchasing through the transaction system of SSE, and started a new holding plan. From Nov 12, 2013 to the end of
2013, the accumulative corporate stocks newly held by GDPD were 7.9 million shares.
45
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Section VI Condition of Share Changes and Shareholders
I. Capital stock changes
(i) Share Change Table
1. Share Change Table
Unit: Share
Before this change
3,275,151,210
3,275,151,210
19.01
19.01
Increment/decrement (+, -)
Public accumulation
Stock
fund converted into
Other
dividend
stock
-1,440,288,826
-1,440,288,826
13,954,610,075
80.99
1,440,444,159
1,440,444,159
15,395,054,234
89.35
13,954,610,075
80.99
1,440,444,159
1,440,444,159
15,395,054,234
89.35
17,229,761,285
100
155,333
155,333
17,229,916,618
100
Quantity
I. Shares with selling restrictions
1. State-owned Shares
2.State-owned Corporation shares
3. Other domestic shares
Thereof, domestic non-state-owned
Corporation shares
Domestic natural person shares
4. Foreign shareholding
Including: Foreign Corporation shares
Foreign natural person shares
II. Tradable shares without selling
restrictions
1. RMB ordinary shares
2. Foreign shareholding listed at home
3. Foreign shareholding listed abroad
4. Others
III. Total shares
Proportion
(%)
New
share
issue
46
After this change
Subtotal
Quantity
Proportion
(%)
-1,440,288,826
-1,440,288,826
1,834,862,384
1,834,862,384
10.65
10.65
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
2. Explanation to share changes
Reason for changes of tradable shares with selling restrictions: On June 30, 2010, the company issued A shares through private offering, and such
shares couldn’t be traded or transferred within thirty-six (36) months as of the end date of issuing. The company released the Announcement of
Circulation of Privately Offered Shares with Selling Restrictions on June 26, and these shares were released on July 1, 2013.
Reason for changes of tradable shares without selling restrictions: 1) The shares with selling restrictions have been release on July 1, 2013. Therefore
tradable shares without selling restrictions were increased by 1,440,288,826 shares; 2) In 2013, the company converted convertible bond into 155,333
shares in total.
(ii) Changes of shares with selling restrictions
Unit: Share
Shareholder
name
Initial number of
shares with
selling
restrictions
Released shares
with selling
restrictions in this
year
Increment of shares
with selling
restrictions in this
year
Yearend number of
shares with selling
restrictions
China
Guodian
Corporation
1,440,288,826
1,440,288,826
0
0
China
Guodian
Corporation
917,431,192
0
0
917,431,192
National
Council for
Social
Security
Fund, PRC
Total
917,431,192
0
0
917,431,192
3,275,151,210
1,440,288,826
0
1,834,862,384
II. Securities issue and listing
47
Selling
restriction
release date
Reason for selling restriction
On June 30, 2010, the company issued A shares
through private offering, and such shares couldn’t be
traded or transferred within thirty-six (36) months as
of the end date of issuing. The company released
Announcement of Circulation of Privately Offered
Shares with Selling Restrictions on June 26, and these
shares were released on July 1, 2013.
On Dec 31, 2012, the company issued A shares
through private offering, and such shares couldn’t be
traded or transferred within thirty-six (36) months as
of the end date of issuing.
July 1, 2013
Jan 8, 2016
On Dec 31, 2012, the company issued A shares
through private offering, and such shares couldn’t be
traded or transferred within thirty-six (36) months as
of the end date of issuing.
Jan 8, 2016
/
/
GD POWER DEVELOPMENT CO., LTD.
(i)
Notes to Annual Financial Statement in 2013
Securities issues in the recent 3 years as of the end of reporting period
Unit: Share Currency: RMB
Stock and its derivative securities type
Issuing date
Issue price (or interest rate)
Stock
Privately offered A share
Dec 21, 2012
2.18
Convertible corporate bonds, equity warrant bonds and corporate bonds
Convertible corporate bonds
Aug 19, 2011
100 Yuan/Piece
Corporate bond (5-year Phase I)
Jun 14, 2012
4.35%
Corporate bond (7-year Phase I)
Jun 14, 2012
4.75%
Corporate bond (3-year Phase II)
Jul 19, 2012
4.22%
Corporate bond (5-year Phase II)
Jul 19, 2012
4.35%
Circulation
1,834,862,384
55,000,000
30,000,000
10,000,000
33,000,000
7,000,000
Listing date
Jan 8, 2013
Sept 2, 2011
Jun 15, 2012
Jun 15, 2012
Jul 23, 2012
Jul 23, 2012
Approved tradable quantity End date of trading
0
55,000,000
30,000,000
10,000,000
33,000,000
7,000,000
Aug 19, 2017
Jun 15, 2017
Jun 15, 2019
Jul 23, 2015
Jul 23, 2017
(1) Upon the approval by China Securities Regulatory Commission (CSRC) in its SR Approval [2012] No. 1723 document, the company privately
offered 1,834,862,384 ordinary shares to China Guodian Corporation and National Council for Social Security Fund, PRC on Dec 31, 2012.
(2) Upon the approval by CSRC its SR Approval [2011] No. 1296 Document, the company openly offered convertible corporate bonds in the total
amount of RMB5.5 billion on Aug 19, 2011. Convertible bond was issued according to par value, par value of each piece is RMB100, the circulation is
55 million pieces, and the total raised fund exclusive of issue expense is RMB5,436 million. The valid period is six years as of the issuing date, i.e. from
Aug 19, 2011 to Aug 19, 2017. Coupon rate is 0.5% in the first year, 0.5% in the second year, 1.0% in the third year, 2.0% in the fourth year, 2.0% in the
fifth year and 2.0% in the sixth year. Interest will be paid once a year as of the issuing date. On Sep 2, 2011, convertible bond with the code of 110018
was listed in Shanghai Stock Exchange (SSE), called “GD Convertible Bond” for short, the share conversion period is from Feb 20, 2012 to Aug 19, 2017,
and the initial share conversion price is RMB2.67 per share. The company would redeem all unconverted convertible bonds according to 110% of par
value of convertible bond issued this time (inclusive of the interest of final phase) within 5 trading days as of the expiration of the convertible bond.
(3) Upon the approval by CSRC in its SR Approval [2012] No. 756 Document, the company openly offered corporate bonds valued RMB8 billion in total
to the public by stages on June 14 and July 19, 2012 respectively. The bond issue scale of Phase I was RMB4 billion, thereof the coupon rate of 5-year
bond is 4.35%, and that of 7-year bond is 4.75%. The bond issue scale of Phase II is RMB4 billion, thereof the coupon rate of 3-year bond is 4.22%, and
that of 5-year bond is 4.35%.
(ii) Changes of total shares, shareholder structure, corporate assets and liabilities structure
No changes of total shares and structure were caused to the company by stock dividend, rights offering or others in the reporting period.
(iii) Existing shares held by employees of the company
No shares were held by employees of the company at the end of reporting period.
48
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
III. Description of shareholders and actual controllers
(i) Number of shareholders and shareholding conditions
Unit: Share
Total number of shareholders as of the end of reporting
Total number of shareholders at the end of the fifth trading
458,101
458,300
period
day before the release date of annual report
Shareholding conditions of top 10 shareholders
Nature of
Shareholding Total number
Increment/decrement
Number of held shares Number of pledged
Shareholder name
shareholder
ratio (%)
of held shares in the reporting period
with selling restrictions
or frozen shares
China Guodian Corporation
State
52.43
9,033,709,571
51,542,886
917,431,192 None
National Council for Social
State
5.32
917,431,192
0
917,431,192 None
Security Fund, PRC
Shanghai Electric (Group) State-owned
1.16
200,000,000
0
None
Corporation
Corporation
Harbin
Electric
Company
Unknown
0.93
160,000,000
0
None
Limited
State-owned
Tibet Investment Co., Ltd.
0.91
156,800,000
0
None
Corporation
China Construction Bank Penghua Value Advantage
Unknown
0.59
102,000,000 Unknown
None
Stock-linked
Securities
Investment Fund (LOF)
Beijing Energy Investment State-owned
0.59
100,975,770
0
None
Holding Co., Ltd.
Corporation
China Co-op Group Co., Ltd
Unknown
0.58
100,000,000
0
None
New China Life Insurance Co.,
Ltd. - Bonus – Group bonus - Unknown
0.55
94,999,856 Unknown
None
018L- FH001 Hu
China Construction Bank Unknown
0.52
90,000,000
-135,000,000
None
Bosera Theme Industry Stock
49
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Securities Investment Fund
Shareholding conditions of top 10 shareholders of shares without selling restrictions
Shareholder name
Number of held shares without selling restrictions
Share type and quantity
China Guodian Corporation
8,116,278,379 RMB ordinary shares
Shanghai Electric (Group) Corporation
200,000,000 RMB ordinary shares
Harbin Electric Company Limited
160,000,000 RMB ordinary shares
Tibet Investment Co., Ltd.
156,800,000 RMB ordinary shares
China Construction Bank - Penghua Value Advantage
102,000,000 RMB ordinary shares
Stock-linked Securities Investment Fund (LOF)
Beijing Energy Investment Holding Co., Ltd.
100,975,770 RMB ordinary shares
China Co-op Group Co., Ltd
100,000,000 RMB ordinary shares
New China Life Insurance Co., Ltd. - Bonus – Group
94,999,856 RMB ordinary shares
bonus - 018L- FH001 Hu
China Construction Bank - Bosera Theme Industry Stock
90,000,000 RMB ordinary shares
Securities Investment Fund
National Council for Social Security Fund 103 Portfolio
76,000,000 RMB ordinary shares
China Guodian Corporation is the controlling shareholder of the company. National Council
for Social Security Fund, PRC, the second largest shareholder of the company, holds 5.32% of
shares of the company. National Council for Social Security Fund 103 Portfolio is a securities
investment account managed by a professional securities investment institution upon the
entrusting of National Council for Social Security Fund, PRC, and the professional securities
Description of affiliation or concerted action among the
investment institution carries out independent investment under the account, while National
shareholders above
Council for Social Security Fund, PRC doesn’t have investment decision-making right,
management right, vote right or other or other significant influence. Existence of affiliation
among the shareholders above is unknown, so is existence of concerted action persons
stipulated in Measures for the Administration of Disclosure of Shareholder Equity Changes of
Listed Companies among them.
Number of Shares Held by the Top 10 Shareholders of Shares with Selling Restrictions and Relevant Selling Restrictions
Unit: Share
50
GD POWER DEVELOPMENT CO., LTD.
No.
Name of shareholder of shares
with selling restrictions
Number of held shares
with selling restrictions
1
China Guodian Corporation
917,431,192
2
National Council for Social
Security Fund, PRC
917,431,192
Description of affiliation or concerted action among the
shareholders above
Notes to Annual Financial Statement in 2013
Tradable information of shares with selling
restrictions
Increment of number of
Tradable time
tradable shares
Selling restrictions
Not tradable or transferrable within
thirty-six months as of the end of issue
Not tradable or transferrable within
Jan 8, 2016
917,431,192
thirty-six months as of the end of issue
China Guodian Corporation is the controlling shareholder of the company. National
Council for Social Security Fund, PRC, the second largest shareholder of the
company, holds 5.32% of shares of the company.
Jan 8, 2016
917,431,192
IV. Description of controlling shareholder and actual controllers
(i) Controlling shareholder
1. Corporation
Name
Principal or legal representative
Foundation date
Organization code
Registered capital
Main businesses
Business result
Financial position
Cash
flow
and
future
Unit: 100 million Yuan Currency: RMB
China Guodian Corporation
Qiao Baoping
December 29, 2002
710931061
120
Industrial investment, operation and management; power development, investment, construction, operation and
management; power/heat production and sales; investment in and construction, operation and management of coal,
power generation facility, new energy, traffic, new and high-tech and environmental protection industries; power-related
technical service, information consultancy, etc.
In 2012, the controlling shareholder achieved annual operating income of RMB232,487 million and annual profits of
7,705 million (consolidated statement calibre, audited)
In the end of 2012, the controlling shareholder had total assets of RMB725,825 million and owner’s equity of
RMB116.7 billion (consolidated statement calibre, audited)
In 2012, annual cash flow of the controlling shareholder was RMB38,785 million. In future, the company will go on
51
GD POWER DEVELOPMENT CO., LTD.
development strategy
Other domestic or foreign listed
company’s equity controlled or
participated in the reporting
period
Notes to Annual Financial Statement in 2013
carrying out the scientific outlook on development, and develop toward the strategic objective of “Powerfully
developing new energy to lead corporate transformation and construct first-class comprehensive power group”.
The controlling shareholder holds 58.44% of the shares of Longyuan Power (H), and 37.39% of those of Changyuan
Electric Power. It actually controls 78.4% of the shares of Guodian Technology & Environment Group Corporation
Limited, 61.42% of those of Inner Mongolia Pingzhuang Energy Resources Co., Ltd., and 51.25% of those of Ningxia
Yinglite Chemicals Co., Ltd., and 42% of those of Yantai Longyuan Power Technology Co., Ltd.
52
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
(ii) Actual controller
1. Corporation
Name
State-owned Assets Supervision and Administration Commission of the State Council
2. Block chart of ownership and control relations between the company and the actual controllers
国务院国有资产监督管理委员会
中国国电集团公司
State-owned Assets Supervision
Commission of the State Council
China Guodian Corporation
国电资本控股有限公司
China Guodian Capital Holdings Ltd.
国电电力发展股份有限公司
GD Power Development Co., Ltd.
and
Administration
V. Other Corporation shareholders holding no less than ten percent (10%) of shares of the company
No other Corporation shareholders held no less than ten percent (10%) of shares of the company at
the end of reporting period.
53
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Section VII Condition of Directors, Supervisor, Senior Managers and Employees
I. Share change and remuneration
(i) Share change and remuneration of current Directors, supervisor and senior managers and those leaving office in the reporting period
Unit: Share
Name
Chen Feihu
Yu Chongde
Zhang Guohou
Gao Song
Xu Bo
Wang Ruixiang
Li Xiuhua
Wang Xiaoqi
Hu Weiping
Post
Chairman
Director
Director
Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
Supervisor
Guo Ruiyan
Chairman of the Board of
Supervisors
Mi Shuhua
Supervisor
Xie Changjun
Supervisor
Zhang Zijuan
Employee Supervisor
Wu Qiang
Employee Supervisor
Director
Feng Shuchen
General Manager
Zhu Yueliang
Deputy General Manager
Miao Jun
Deputy General Manager
Jiang Hongyuan Chief Accountant
Sex Age
M
M
M
M
M
M
F
M
M
51
56
51
52
37
67
65
64
63
M
57
M
M
F
M
51
56
51
47
M
49
M
M
M
58
56
50
Beginning
Start date of term End date of term
number of
of office
of office
held shares
Jul 9, 2013
Sept 19, 2012
Sept 19, 2012
Sept 19, 2012
Jul 9, 2013
Jul 9, 2013
Sept 19, 2012
Sept 19, 2012
Sept 19, 2012
Sept 19, 2012
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Mar 29, 2013
Sept 18, 2015
Sept 19, 2012
Mar 29, 2013
Sept 19, 2012
Sept 19, 2012
Jul 9, 2013
Sept 19, 2012
Sept 19, 2012
Sept 19, 2012
Sept 19, 2012
Apr18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Sept 18, 2015
Total receivable
Total receivable
remuneration from
Yearend
Increment/decrement remuneration from the
shareholder(s) in
number of
of held shares in
company in the
the reporting
held shares the reporting period
reporting period
period
(RMB10,000) (Pretax)
(RMB10,000)
3.57
7.14
7.14
7.14
54
100,000
12,400
100,000
12,400
0
0
69.78
47
120,000
120,000
100,000
100,000
120,000
120,000
100,000
100,000
0
0
0
0
89.67
90.34
71.17
70.54
GD POWER DEVELOPMENT CO., LTD.
Wu Quan
Xu Qi
Li Zhongjun
Left Office
Zhu Yongpeng
Qiao Baoping
Deputy General Manager
Chief Engineer
Deputy General Manager
Deputy General Manager,
Secretary of the Board of
Directors
Chairman
Deputy chairman
Chairman of the Board of
Yang Haibin
Supervisors
Zhang Chengjie Director
Deputy General Manager,
Chen Jingdong Secretary of the Board of
Directors
Total
/
Notes to Annual Financial Statement in 2013
M
45
Sept 19, 2012
Sept 18, 2015
100,000
100,000
0
69.18
M
46
Sept 19, 2012
Mar 21, 2014
Sept 18, 2015
Sept 18, 2015
100,000
100,000
0
70.21
M
41
Mar 21, 2014
Sept 18, 2015
M
M
62
58
Sept 19, 2012
Sept 19, 2012
Jul 9, 2013
Jul 9, 2013
M
61
Sept 19, 2012
Mar 29, 2013
M
60
Sept 19, 2012
Mar 20, 2014
M
49
Sept 19, 2012
Mar 20, 2014
180,000
180,000
0
70.54
/
/
/
/
932,400
932,400
0
673.43
Note: 1. Independent Director Wang Ruixiang has received remuneration at the Company from July to December 2013.
2. Mr. Li Zhongjun is appointed as Deputy General Manager and Board Secretary of the Company at the 15th conference of the Seventh Board of
Directors held on March 21, 2014.
55
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Chen Feihu: he has successively held the posts of Deputy head of economic adjustment and national assets
supervision department of Ministry of Power, Deputy Director of financial and assets operation department, Deputy
Director & Director of General Manager service department and Director of system reform office & Chief Economist at
State Grid Corporation of China, Deputy General Manager and Party Member of China Huadian Corporation, Director,
General Manager and Party Member of China Guodian Corporation.
Yu Chongde: he has successively held the posts of Deputy Director of steam turbine workshop, Deputy Chief
Engineer, vice Plant Manager, Chief Engineer and Plant Manager at Shandong Zhanhua Power Plant, Plant Manager &
Party Secretary of Shandong Huangtai Power Plant, assistant Director of Shandong Electric Power Bureau, Chief
Engineer of Jiangxi Provincial Electric Power Bureau, vice General Manager, Chief Engineer and Party Member of
Jiangxi Electric Power Company, Deputy General Manager and Deputy Secretary of party committee at Northwest
Company of State Grid Corporation China, General Manager assistant &Director of safety production department,
Deputy General Manager and Party Member of China Guodian Corporation.
Zhang Guohou: he has successively held the posts of Deputy chief of accounting division of finance office,
Deputy Director and Director of accounting cost office of financial department, Deputy Director of financial
department at Northeast Power Group Co., Ltd., vice-Chief Accountant & Director of financial department at Northeast
Company of State Grid Corporation of China, Chief Accountant, Board Secretary and Party Member of GD Power
Development Co., Ltd., Deputy Director of finance and property management department at State Grid Corporation of
China, Director of financial department & Director of capital management centre as well as chief financial consultant at
State Grid Corporation of China, Chief Accountant, Party Member, vice General Manager and Party Member of China
Guodian Corporation.
Gao Song: he has successively held the posts of Deputy Director of boiler room as well as Deputy Chief Engineer
at Hebei Electric Power Test Research Institute, Chief Engineer at Hebei Provincial Matou Power Plant, Deputy
Director and Director of construction preparation office of Hebei Hanfeng Power Plant, assistant Director of Hebei
Provincial Electric Power Industry Bureau, General Manager assistant and Chief Engineer of Hebei Electric Power
Company, Party Secretary and General Manager of North China Company of China Guodian Corporation, General
Manager of China Guodian Corporation as well as Deputy Party Secretary and Deputy General Manager of GD Power
Development Co., Ltd., General Manager and Deputy Party Secretary of GD Power Development Co., Ltd., Deputy
General Manager, Party Member and Director of working committee of China Guodian Corporation.
Xu Bo: he has successively held the posts of cadre at CGGC International Ltd. as well as cadre, Deputy Director
and Director of equity assets department of National Council for Social Security Fund. Currently, he is the Deputy
inspector of equity assets department (industrial investment department) of National Council for Social Security Fund.
Wang Ruixiang: he has successively held the posts of worker, youth league cadre, office Secretary, Deputy
Secretary and Secretary of Youth League Committee at the ship office, party committee member and Deputy Director
general of Heihe Shipping Bureau of Heilongjiang Shipping Bureau; Director & Party Secretary of Heihe Shipping
Bureau of Heilongjiang Shipping Bureau as well as Deputy Party Secretary at Heilongjiang Shipping Bureau, Deputy
Party Secretary & Secretary of discipline inspection commission at China Road and Bridge Construction Corporation,
Deputy permanent Secretary & Secretary of discipline inspection commission at the subordinate organs of Ministry of
Transport, member of working committee & Office Director of central state organ, Deputy Secretary & Office Director
and head of enterprise affairs department, Deputy Secretary of working committee of central enterprises & party
committee Secretary of working committee organ, Deputy Director of State-owned Assets Supervision and
Administration Commission of the State Council, member of party committee, party committee Secretary of directly
subordinate organs as well as vice-chairman of All China Federation of Trade Unions, member of the national
committee of the 11th CPPCC, vice-Director of Committee for Handling Proposals, representative of the 16th National
Party Congress of the Chinese Communist Party, representative of the 14th and 15th congress of the All China
Federation of Trade Unions, representative of the 6th party congress of Heilongjiang Province Committee and
56
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
representative of the 10th Beijing people’s congress. Currently, he is the president & Party Secretary of China
Machinery Industry Federation.
Li Xiuhua: she has successively held the posts of Deputy Director and Director of central budget implementation
office and general accounting office at budget division of Ministry of Finance, assistant inspector of budget division of
Ministry of Finance, special inspector of the State Council, Deputy-Director level special inspector assistant of general
administration and responsible person at the office, Deputy-Director level full-time supervisor at the Board of
Supervisors of the working committee of central enterprises, Deputy Director of office, Director-level full-time
supervisor at working committee of central enterprises and the Board of Supervisors of State-owned Assets Supervision
and Administration Commission of the State Council and Office Director. Currently, she has retired.
Wang Xiaoqi: he has successively held the posts of engineering technician at Beijing Iron and Steel Design and
Research Institute, Director and clerk of party committee for organs, engineer, Deputy Director, Director and Deputy
head of planning department at the Ministry of Metallurgical Industry, head of development and planning department of
National Metallurgical Bureau & Director of military industry office, Deputy chief of industry planning department of
National Economic and Trade Commission and Director of Planning and Development Bureau of State-owned Assets
Supervision and Administration Commission of the State Council. Currently, he acts as the vice-chairman of China Iron
and Steel Association.
Hu Weiping: he has successively held the posts of Deputy Director and Director at Science and Technology Room
of Henan Chemical Industry Research Institute, Deputy chief of Agricultural Materials Office at State Development
Planning Commission and State Council, Deputy chief of Raw Materials Division of State Development Planning
Commission, Deputy Director and investigator of Economic Forecasting Division and Industry Division (National
West-East Gas Pipeline office) of State Development Planning Commission, investigator and Director of Energy
Bureau of National Development and Reform Commission and Deputy head of oil and gas department of National
Energy Administration. Currently, he is the Secretary-general of China Overseas Development Association.
Guo Ruiting: he has successively held the posts of staff at organization department of Hexi District committee,
Tianjin City, staff at human resources and security department of general office of central organization department, staff,
chief section member, Deputy Director and Director at knowledge working office of intellectual working office at cadre
educational bureau of central organization department, mayor’s assistant at Xinxiang Municipality, Henan Province,
Deputy Director at intellectual working office of central organization department, Deputy Director at office of central
organization department & Director of information management center, Director-level investigator, inspector and
Deputy Director at the office of central organization department & Director of information management center, Party
Member, leader of discipline inspection group and Deputy General Manager of China Guodian Corporation.
Mi Shuhua: he has successively held the posts of technician, Deputy Director and Director in branch of Tongliao
Power Plant, factory Director of Tongliao thermal Power Plant, Deputy Chief Engineer & head of biotechnology office,
assistant Plant Manager and Plant Manager in Tongliao General Power Plant, Director of multi-economic department
and Deputy Chief Engineer of Northeast China Grid Company, Deputy General Manager and party group member of
Northeast China Grid Company, Party Secretary and General Manager of Northeast branch company of China Guodian
Corporation, General Manager assistant of China Guodian Corporation & Executive Director, Party Secretary and
General Manager of Guodian Northeast Power Co., Ltd., General Manager assistant of China Guodian Corporation &
General Manager and Deputy Secretary of party committee of GD Power Development Co., Ltd., Deputy General
Manager, Party Member and Director of working committee in China Guodian Corporation. Currently, he is the Deputy
General Manager and Party Member of China Guodian Corporation.
Xie Changjun: he has successively held the posts of engineer at Science and Technology Division of Ministry of
Water Conservancy and Hydropower (Ministry of Electric Power), Deputy Director of Science and Technology
Department of China Electricity Council, Deputy General Manager at Zhongneng Power-tech Development Co., Ltd.,
Deputy General Manager, General Manager and Party Secretary of Longyuan Power Group Corporation Limited,
General Manager, Deputy Party Secretary and Executive Director of Longyuan Power Group Corporation Limited,
57
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
General Manager assistant, Deputy General Manager and Party Member at China Guodian Corporation.
Zhang Zijuan: she has successively held the posts of Director and Deputy editor-in-chief at Editorial Department
of School Papers of Party Committee Propaganda Department and Deputy Director of headmaster’s office at North
China Electric Power University, Director of comprehensive management office at senior training center of State Grid
Corporation of China, Office Director of discipline inspection group of China Guodian Corporation as well as Deputy
Director of supervision department of China Guodian Corporation. Currently, she is the Party Member, leader of
discipline inspection group and labor union chairman of GD Power Development Co., Ltd.
Wu Qiang: he has successively held the posts of accountant at finance office of Beijing Shijingshan Power Plant,
Manager assistant at the planning financial department of Longyuan Power Group Corporation Limited, Manager
assistant and Deputy Manager of finance department of GD Power Development Co., Ltd., Deputy Manager of finance
department (in charge of work), Person in Charge of Beijing branch company, Director of discipline inspection office,
Manager of audit and supervision department, Manager of audit department and Director of audit and supervision
department (discipline inspection office) at GD Power Development Co., Ltd. Currently, he is the Director of audit
department of GD Power Development Co., Ltd.
Feng Shuchen: he has successively held the posts of technical trainer, automatic control and computer class
technician, leader of automatic control team, special worker, Deputy Director, Director at thermal branch of Chaoyang
Power Plant, Director, assistant Chief Engineer in charge of operation, vice Plant Manager and Plant Manager liable for
production at Chaoyang Power Plant, Party Secretary, Secretary of discipline inspection commission and the first
assistant production manager, Plant Manager & Party Secretary at Datong No. 2 Power Plant of GD Power, Party
Secretary and Deputy General Manager of Guodian Technology & Environment Group Corporation Limited, General
Manager and Party Secretary of Guodian Technology & Environment Group Corporation Limited and Director of
Human Resources Department at China Guodian Corporation. Currently, he is the General Manager and Deputy
Secretary of party committee at GD Power Development Co., Ltd.
Zhu Yueliang: he has successively held the posts of Deputy Director and Director of steam engine workshop,
Director of power generation department, vice Plant Manager, vice Plant Manager (in charge of work), Plant Manager
and party committee member at Jianbi Power Plant, Deputy General Manager, Party Member & Plant Manager and
Party Member of GD Jianbi Power Plant, General Manager and Deputy Secretary of party committee at Eastern China
Company of China Guodian Corporation, Director of General Manager service department (international cooperation
department), Director of General Manager service department and subordinate party committee member, Office
Director and subordinate party committee member of China Guodian Corporation. Currently, he is the Party Secretary
and Deputy General Manager of GD Power Development Co., Ltd.
Miao Jun: he has successively held the posts of engineer at annual planning office of planning division of water
and power ministry, Deputy Director of power generation office of planning division at Ministry of Energy, Deputy
Manager of engineering project department and Manager of engineering consultation department at Longyuan Electric
Power Technology Development Co., Ltd., Deputy Chief Engineer & Manager of enterprise development department,
Deputy Chief Engineer & Manager of investment department at Longyuan Electric Power Group Company, Deputy
Chief Economist & Manager of planning development department and Chief Economist at GD Power Development
Co., Ltd. Currently, he acts as Deputy General Manager and Party Member of GD Power Development Co., Ltd.
Jiang HongYuan: he has successively held the posts of senior staff member and principal staff member of
industrial and communication division of Ministry of Finance, assistant Manager of funds plan department of China
Electric Power Trust Investment Co., Ltd., head of accounting office of financial and property management department
of State Grid Corporation of China, Deputy Director of financial property department at China Guodian Corporation,
Chief Accountant and Party Member of GD Power Development Co., Ltd. Currently, he is the Chief Accountant, Party
Member and General Counsel of GD Power Development Co., Ltd.
Wu Quan: he has successively held the posts of technician and dedicated engineer at the engineering department
of Panshan Power Plant of Beijing Electrical Machinery Construction Company, Site Superintendent at main
58
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
engineering plant of Panshan Power Plant, assistant technical Manager of building engineering company, assistant
production manager at Beijing Thermal Power Construction Company, Manager of the third engineering company and
the second engineering company at Beijing Thermal Power Construction Company, Deputy Chief Economist &
Manager of marketing department at Beijing Electric Power Corporation, Senior Business Manager of planning
development department of GD Power Development Co., Ltd., Administrative Deputy General Manager and party
committee member of GD Power Datong Power Generation Co., Ltd, General Manager and party committee member
of GD Power Dalian Zhuanghe Power Generation Co., Ltd. and Director of planning development department of GD
Power Development Co., Ltd. Currently, he acts as Deputy General Manager and party committee member of GD
Power Development Co., Ltd.
Xu Qi: He has successively held the post of on-duty worker of C3 team responsible for boiler operation, the first
stoker, full-time staff responsible for boiler operation at power generation department, full-time staff responsible for
boiler operation at maintenance department, full-time boiler operator of production technology department, Deputy
Director of production technology department at Jiangsu Jianbi Power Plant, Deputy Chief Engineer at GD Jiangsu
Jianbi Power Plant, vice Plant Manager (or vice General Manager) and party committee member of GD Jianbi Power
Plant (company), Chief Engineer and economist of Guodian Jiangsu Power Generation Co., Ltd., Chief Engineering
and party committee member of GD Power Development Co., Ltd. Currently, he is the Deputy General Manager, Chief
Engineer and party committee member of GD Power Development Co., Ltd.
Li Zhongjun: he has successively held the posts of staff member of China Electric Power Research Institute,
business manager, Manager assistant and assistant Manager of securities investment department, assistant manager and
Deputy Director of securities financing department in GD Power Development Co., Ltd., securities representative,
Deputy Director of securities financing department (in charge of work), securities representative and Director of
securities financing department in GD Power Development Co., Ltd.; Currently, he acts as Deputy General Manager,
Board Secretary, Party Member and securities representative of GD Power Development Co., Ltd.
Instructions about the change to the Director, supervisor and senior management personnel of the Company:
1. On July 9, 2013, Mr. Zhu Yongpeng applied for the resignation from the office of the chairman of the Board of
Directors and Director; Mr. Qiao Baoping applied for the resignation from the office of vice-chairman of the Board of
Directors and Director. At the same day, the Company convened and held the 2013 first extraordinary shareholders
meeting, in which Mr. Chen Feihu is elected as the Director of the Seventh Board of Directors of the Company, Mr.
Feng Shucheng and Mr. Xu Bo are elected as Directors of the Seventh Board of Directors and Mr. Wang Ruixiang is
elected as Independent Director of the Seventh Board of Directors.
2. On July 9, 2013, Mr. Chen Feihu is elected as the chairman of the Board of Directors of the Company in the 10th
conference of the Seventh Board of Directors of the Company.
3. On March 29, 2013, Mr. Yang Haibin has resigned from the office of chairman of the Seventh Board of
Supervisors and supervisor of the Company.
4. On March 29, 2013, Mr. Guo Ruiting is elected as the chairman of the Seventh Board of Supervisors of the
Company in the 3rd conference of the Seventh Board of the Supervisors.
5. On April 19, 2013, Mr. Xie Changjun is elected as the supervisor of the Seventh Board of Supervisors of the
Company at 2012 shareholders meeting.
6. On March 20, 2014, Mr. Zhang Chengjie has resigned from the office of the Director of the Seventh Board of
Directors in the Company. At the same day, Mr. Mi Shuhua has resigned from the office of the supervisor of the
Seventh Board of Supervisors in the Company. Before the completion of Director appointment procedures on 2013
shareholders meeting convened on April 15, 2014, Mr. Mi Shuhua continues to perform the obligations of the
supervisor.
7. On March 20, 2014, Mr. Chen Jingdong has resigned from the office of Deputy General Manager and Board
59
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Secretary at GD Power Development Co., Ltd.
8. On March 21, 2014, Mr. Xu Qi is appointed as Deputy General Manager of GD Power Development Co., Ltd.
at the 15th conference of the Seventh Board of Directors of the Company.
9. On March 21, 2014, Mr. Li Zhongjun is appointed as Deputy General Manager and Board Secretary of GD
Power Development Co., Ltd. at the 15th conference of the Seventh Board of Directors of the Company.
II. Appointment details of current Directors, supervisors and senior management personnel or Directors, supervisors
and senior management personnel that have left office within the reporting period
(I) Appointment details at Shareholder’s Organization
Name of
Personnel
Appointed
Chen Feihu
Yu Chongde
Zhang Guohou
Name of Shareholder’s
Organization
Gao Song
China Guodian Corporation
Guo Ruiyan
China Guodian Corporation
Mi Shuhua
Xie Changjun
China Guodian Corporation
China Guodian Corporation
China Guodian Corporation
China Guodian Corporation
China Guodian Corporation
Job Title Held in the Shareholder’s Organization
Director, General Manager, Party Member
Deputy General Manager, Party Member
Deputy General Manager, Party Member
Deputy General Manager, Party Membe, Director of
Working Committee
Party Member, Leader of Discipline Inspection Group,
Deputy General Manager
Deputy General Manager, Party Member
Deputy General Manager, Party Member
Starting Date
of Term of
Office
May 2013
Jan 2006
Aug 2013
Ending Date
of Term of
Office
----
Dec 2008
--
May 2010
--
Jan 2010
Jan 2013
---
Starting Date
of Term of
Office
Jun 2013
Apr 2012
Jun 14, 2011
Ending Date
of Term of
Office
----
Jun 2013
--
Jun 2013
--
Aug 16, 2012
--
Apr 27, 2012
--
Apr 27, 2012
--
May 15, 2012
--
Apr 16, 2012
Apr 16, 2012
---
Apr 17, 2012
--
Apr 29, 2011
--
Sept 1, 2009
--
Jun 17, 2011
--
Jul 5, 2012
--
May 6, 2011
--
(II) Appointment details at other Organization
Name of
Personnel
Appointed
Chen Feihu
Yu Chongde
Gao Song
Job Title Held in other
Organization
Name of other Organization
GD Technology Environment Protection Group Co., Ltd.
Xi’an Thermal Power Research Institute Co., Ltd.
GD Daduhe River-basin Hydro Power Development Co., Ltd.
GD Technology Environment Protection Group Co., Ltd.
Xie Changjun
Longyuan Power Group Corporation Limited
Zhang Zijuan
YGSOFT INC.
Shanghai Waigaoqiao No.2 Power Generation Co., Ltd.
Shanghai Waigaoqiao No.3 Power Generation Co., Ltd.
Zhejiang Zheneng Beilun Power Generation Co., Ltd. (Beilun
No. 2 Plant)
GD Zhejiang Beilun No. 1 Power Generation Co., Ltd.
GD Zhejiang Beilun No. 1 Power Generation Co., Ltd.
Zhongneng Power Technology Development Co., Ltd.
Wu Qiang
GDPD Dalian Zhuanghe Power Generation Co., Ltd.
GD Jiantou Inner Mongolia Energy Co., Ltd.
GD Younglight Energy Chemical Group Co., Ltd.
GD Xuanwei Power Generation Co., Ltd.
Ordos Railway Investment Co., Ltd.
60
Director
Director
Deputy chairman
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Supervisor
Supervisor
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Supervisor
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
Chairman
of
the
Board of Supervisors
GD POWER DEVELOPMENT CO., LTD.
Feng Shuchen
Zhu Yueliang
Miao Jun
Notes to Annual Financial Statement in 2013
Guodian Ningxia Solar Co., Ltd.
GDPD Qinghai Wanli Hydropower Development Co., Ltd.
GD Zhejiang Beilun No. 1 Power Generation Co., Ltd.
GD Technology Environment Protection Group Co., Ltd.
GD Daduhe River-basin Hydro Power Development Co., Ltd.
Shanghai Waigaoqiao No.2 Power Generation Co., Ltd.
Shanghai Waigaoqiao No.3 Power Generation Co., Ltd.
GD Younglight Energy Chemical Group Co., Ltd.
GD Jiantou Inner Mongolia Energy Co., Ltd.
GD Zhejiang Beilun No. 3 Power Generation Co., Ltd.
Zhejiang Zheneng Beilun Power Generation Co., Ltd.
GDPD Datong Power Generation Co., Ltd.
Shanghai Waigaoqiao No.2 Power Generation Co., Ltd.
Chifeng Xinsheng Wind Power Co., Ltd.
Shenzhen ADAM SOFTWARE Co., Ltd.
Beijing Taiyanggong Gas-fired Thermal Power Co., Ltd.
GD Power Hailong (Dalian) International Investment Co.,
Ltd.
Guodian Wangping Power Generation Co., Ltd. of Datong
Coal Mine Group
GD Inner Mongolia Dongsheng Thermal Power Co., Ltd.
Guodian Inner Mongolia Jingyang Energy Co., Ltd.
Ordos Railway Investment Co., Ltd.
GD Daduhe River-basin Hydro Power Development Co., Ltd.
GDPD Inner Mongolia Pulandian Thermal Power Co., Ltd.
GD Tongxin Coal Mine Co., Ltd. of Datong Coal Mine
Group
Zhongneng Power Technology Development Co., Ltd.
GDPD Jiuquan Power Generation Co., Ltd.
Jiang Hongyuan GDPD Datong Power Generation Co., Ltd.
Guodian Finance Corporation Limited
Hebei Handan Thermal Power Co., Ltd.
YGSOFT INC.
BANK OF HEBEI CO., LTD.
Aeon Life Insurance Co., Ltd.
Guodian Insurance Brokers (Beijing) Co., Ltd.
GD Daduhe River-basin Hydro Power Development Co., Ltd.
Wu Quan
Xu Qi
Li Zhongjun
GD Xuanwei Power Generation Co., Ltd.
GD Inner Mongolia Shanghaimiao Thermal Power Co., Ltd.
Beijing Taiyanggong Gas-fired Thermal Power Co., Ltd.
GD Shuangwei Inner Mongolia Shanghaimiao Energy Co.,
Ltd.
GD Ningxia Shizuishan First Power Generation Co., Ltd.
GD Ningxia Shizuishan Power Generation Co., Ltd.
Gansu Datang International Liancheng Power Generation
Co., Ltd.
GD Jiantou Inner Mongolia Energy Co., Ltd.
Shenzhen Adam Software Co., Ltd.
Supervisor
Supervisor
Chairman
Director
Director
Deputy chairman
Deputy chairman
Chairman
Chairman
Chairman
Deputy chairman
Chairman
Director
Deputy chairman
Deputy chairman
Chairman
of
the
Board of Supervisors
Oct 25, 2011
Apr 17, 2012
Apr 8, 2011
May 16, 2011
Jun 14, 2011
May 17, 2011
May 17, 2011
Jun 17, 2011
Dec 16, 2013
Apr 16, 2013
Apr 8, 2011
Jun 23, 2011
May 17, 2011
Sept 7, 2009
May 7, 2010
----------------
Jul 21, 2009
--
Chairman
Dec 10, 2012
--
Deputy chairman
May 9, 2007
--
Chairman
Chairman
Chairman
Director
Chairman
Nov 2, 2009
Jun 16, 2008
Jun 22, 2008
Jun 14, 2011
Jul 10, 2011
------
Deputy chairman
Jul 29, 2011
--
Deputy chairman
Executive Director
Deputy Chairman
the
Board
Supervisors
Director
Chairman
Deputy chairman
Deputy chairman
Director
Director
Deputy Chairman
the
Board
Supervisors
Chairman
Chairman
Director
May 18, 2009
Sept 10, 2007
---
Jun 23, 2011
--
Jun 11, 2009
May 23, 2012
Jul 15, 2010
Dec 5, 2011
Sept 7, 2012
Apr 16, 2007
-------
Jun 14, 2011
--
Jul 5, 2012
May 31, 2011
May 6, 2011
----
Deputy chairman
Jun 20117 日
--
Chairman
Chairman
May 24, 2012
May 24, 2012
---
Deputy chairman
Aug 2, 2013
--
Director
Director
Dec 16, 2013
May 7, 2010
---
of
of
of
of
III. Remuneration of Directors, supervisors and senior management personnel
Decision-making procedure For the year of 2013, in accordance with resolutions of the shareholders' meeting,
for remuneration of Directors, Independent Directors of the Company enjoy after-tax Independent Director
61
GD POWER DEVELOPMENT CO., LTD.
supervisors
and
senior
management personnel
Bases for determination of
remuneration of Directors,
supervisors
and
senior
management personnel
Payable remuneration of
Directors, supervisors and
senior management personnel
Actual total remuneration
received by all Directors,
supervisors
and
senior
management personnel at the
end of the reporting period
Notes to Annual Financial Statement in 2013
allowance of RMB60,000 per year, and the Company will not pay any other
remuneration and benefits. Employee Directors who hold routine positions in the
Company will be paid with labour remuneration in accordance with the Company’s
salary system and the position held. The remuneration of the Company’s senior
management personnel will be determined by the Company’s remuneration
committee. Remuneration of All the other Directors (except Feng Shuchen as
General Manager of the Company) and supervisors will not be paid by the Company.
Currently, the Company has not implemented remuneration on a yearly basis or any
form of equity incentive plan for senior management personnel. Senior management
personnel’s salaries and benefits are determined and paid in accordance relevant
provisions of the Company’s remuneration management system.
See “Change and remuneration of incumbent Directors, supervisors and senior
management personnel and those leaving during the reporting period” in “change of
shares held and remuneration” for the payable remuneration of the Company’s
Directors, supervisors and senior management personnel within the reporting period.
In accordance with relevant provisions of the Company’s remuneration management
system, the remuneration of all Directors, supervisors and senior management
personnel in 2013 have been paid for a total of RMB6.7343 million.
IV. Change of Directors, supervisors and senior management personnel
Name
Position
Chen Feihu
Chairman of the Board of Directors
Feng Shuchen
Director
Xu Bo
Director
Wang Ruixiang Independent Director
Guo Ruiting
Chairman of the Board of Supervisors
Xie Changjun
Supervisor
Xu Qi
Deputy General Manager
Deputy General Manager, Secretary of the Board of
Li Zhongjun
Directors
Zhu Yongpeng Chairman of the Board of Directors
Qiao Baoping
Deputy chairman of the Board of Directors
Yang Haibin
Chairman of the Board of Supervisors
Zhang Chenjie Director
Chen Jingdong Deputy General Manager, Secretary of the Board of
Directors
Change
Employed
Employed
Employed
Employed
Employed
Employed
Employed
Reason
Director adjustment
Director adjustment
Director adjustment
Director adjustment
Supervisor adjustment
Supervisor adjustment
Position adjustment
Employed
Position adjustment
Leave
Leave
Leave
Leave
Director adjustment
Director adjustment
Position adjustment
Director adjustment
Leave
Job change
V. Core technical team or key technicians
During the reporting period, the Company’s core technical team remains stable and there is no major change of core
technicians or core management personnel.
VI. Employees of parent company and main subsidiaries
(I) Employees
62
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Number of parent company’s incumbent employees
Number of main subsidiaries’ incumbent employees
Total number of incumbent employees
Number of parent company and main subsidiaries’ employees who
have leaved or retired with costs borne by companies
Profession composition
Profession category
Production personnel
Sale personnel
Technical personnel
Financial personnel
Administrative personnel
Other personnel
Total
Education Degree
Education degree category
Postgraudate and higher
Bachelor degree
Associate degree
Secondary technical school or senior high school
Junior high school and lower
Total
4,226
26,865
31,091
10,651
Number of people
18,487
174
2,319
614
2,200
7,297
31,091
Number of people
620
9,126
9,789
8,840
2,716
31,091
(II) Remuneration policy
In accordance with own reality, the objective of enhance company competitiveness and economic effectiveness,
the market-oriented direction, the base of job evaluation and the core of performance evaluation, the Company adheres
to the principles of distribution according to work, budget control and connection with corporate performance and
individual performance, and establishes a remuneration system that is conducive to attracting, holding and encourages
talents, and optimizing human resources and is suited for the Company’s reform and development strategy.
(III) Training plan
During the reporting period, the Company implemented various training in accordance with the Company’s annual
training plan, mainly including “GD Power leader training”, “corporate counsel qualification exam training” and “labor
union president training” to train the Company’s leaders and cadres in rotation and achieved 1000% training of leaders
and cadres; meanwhile, the Company effectively implemented all-staff education and training to promote high-level
functioning of the Company’s work in all aspects.
The Company will center on annual priorities and staffing requirements to effectively develop and reasonably use
current human resources fully enhance staff quality and promote human resource development. The Company will
comprehensively develop a skilled team with fine skills through leadership training of reserve cadres, merger and
reorganization program, new energy policy interpretation training, project management training, etc.
(IV) Professional composition chart:
63
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
生产人员
Production personnel
销售人员
Sale personnel
技术人员
Technical personnel
财务人员
Financial personnel
行政人员
Administrative personnel
Other 人员
Other personnel
(V) Education degree chart:
研究生及以上
Postgraudate and higher
本科
Bachelor degree
专科
Associate degree
64
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
中专技校高中
Secondary technical school or senior high school
初中及以下
Junior high school and lower
65
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Section VIII Corporate Governance
I. Corporate governance and insider registration management
Corporate governance:
During the reporting period, the Company constantly improved the Company’s corporate governance structure
construction and standardized operation, strengthened system construction and did well in investor relationship
management in accordance with the Company Law, Securities Law, Code of Corporate Governance for Listed
Companies in China, Rules of Shanghai Stock Exchange on the Listing of Stocks and relevant legal requirements of
China Securities Regulatory Commission, and the actual situation of the Company’s governance met relevant legal
requirements.
The Company is in good condition in terms of controlling shareholder and actual controller conduct regulation,
standardized operation and corporate governance. The Company’s controlling shareholder and actual controller can
conscientiously perform their duties in strict accordance with regulatory requirements to support the Company's
continued healthy development and strive to maintain investor interests; the Company’s Directors, supervisors and
senior management personnel strictly comply with laws and regulations and carefully perform the “Three Meetings”
regulations with strict internal control; the Company effectively fulfill its obligations of disclosure of listed company
information by promptly disclosing true, accurate and complete information. During the reporting period, the Company
strengthened innovative management and improved mechanisms and the management and control ability has been
effectively strengthened.
Insider registration management:
The Company adopted and established the Insider Management System in the 6th Conference of the Sixth Board of
Directors to specify the definition and scope and insider information and insider, registration procedures, punishment
rules, etc. During the reporting period, the Company strictly complied with the requirements of the system by, during
the entire process of occurrence of major events and events that should be kept in confidence, fully implementing
insider registration and requiring all staff of relevant departments to sign the Insider Registration Form and urging
relevant insiders to keep insider information in confidence, and letting relevant intermediaries having access to the
insider information sign the Confidentiality Agreement and internal personnel having regular access to the insider
information for work purposes sign the Letter of Commitment to Prevention of Insider Transactions to maximize the
maintenance of the principle of fair information disclosure and earnestly safeguard the legitimate rights and interests of
shareholders.
II. Introduction of shareholders’ meeting
Meeting
2012 Annual shareholders
meeting
First
extraordinary
shareholders meeting in
2013
Second
extraordinary
shareholders meeting in
2013
Third
extraordinary
Meeting
date
Meeting
motion name
Resolution
Search index of designated
Disclosure date for
website for resolution publication resolution publication
Apr 19, 2013
Note 1
Adopted by all
shareholders
China
Securities
Journal,
Shanghai Securities News
Apr 20, 2013
Jul 9, 2013
Note 2
Adopted by all
shareholders
China
Securities
Journal,
Shanghai Securities News
Jul 10, 2013
Nov 4, 2013
Note 3
Adopted by all
shareholders
China
Securities
Journal,
Shanghai Securities News
Nov 5, 2013
Dec 20, 2013 Note 4
Adopted by all
China
Dec 21, 2013
66
Securities
Journal,
GD POWER DEVELOPMENT CO., LTD.
shareholders meeting in
2013
Notes to Annual Financial Statement in 2013
shareholders
Shanghai Securities News
Note 1 Proposals under review in the annual shareholders’ meeting in 2012 are as follows:
1. Proposal on Supervisor Election
2. Proposal on the Company’s 2012 Final Accounts and 2013 Financial Budget
3. Proposal on the Company’s 2012 Profit Distribution Scheme
4. Proposal on Continued Employment of RSM China Certified Public Accountants to Audit the Company’s 2013
Final Accounts Report and Audit Fees
5. Proposal on Continued Employment of RSM China Certified Public Accountants to Audit the Company’s 2013
Internal Control and Audit Fees
6. Proposal on 2013 Routine Related-party Transactions of the Company and Owned Subsidiaries
7. Proposal on the Company’s Total Amount of Loan Guarantee Provided in 2013
8. Proposal on the Company’s Issue of Medium-term Notes
9. Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors and Authorized Persons
of the Board of Directors to Fully Handle Specific Matters of the Issue of Medium-term Notes
Note 2 Proposals reviewed in the first extraordinary shareholders meeting in 2013 are as follows:
1. Proposal on Modification of Some Articles of the Articles of Association
2. Proposal on Change of Some Directors of the Company
Note 3 Proposals reviewed in the second extraordinary shareholders meeting in 2013 are as follows:
1. Proposal on the Company’s Acquisition of Guodian Anhui Power Co., Ltd.
Note 4 Proposals reviewed in the third extraordinary shareholders meeting in 2013 are as follows:
1. Proposal on the Employment of Ruihua Certified Public Accounts (Special General Partnership) to Audit the
Company’s 2013 Final Accounts Report
2. Proposal on the Employment of Ruihua Certified Public Accounts (Special General Partnership) to Audit the
Company’s 2013 Internal Control
3. Proposal on the Adjustment of the Company’s Some Regular Related-party Transactions
67
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
III. Directors’ fulfilment of duties
(I) Directors’ attendance in meetings of Board of Directors and shareholders’ meetings
Director name
Chen Feihu
Yu Chongde
Zhang Guohou
Gao Song
Zhang Chengjie
Feng Shuchen
Xu Bo
Wang Ruixiang
Li Xiuhua
Wang Xiaoqi
Hu Weiping
Zhu Yongpeng
Qiao Baoping
Independent
Director or
not
No
No
No
No
No
No
No
Yes
Yes
Yes
Yes
No
No
Attendance in
shareholders’ meetings
Attendance in meetings Board of Directors
Times of attendance
in meetings of Board
of Directors this year
4
9
9
9
9
4
4
4
9
9
9
5
5
Times of
in-person
attendance
4
9
9
9
8
4
4
4
9
9
9
5
5
Times of
Times of
attendance by
commissioned
telecommunication
attendance
1
0
4
0
4
0
4
0
4
1
1
0
4
0
1
0
4
0
4
0
4
0
4
0
4
0
Number of meetings of Board of Directors held in the year
Including: number of onsite meetings
Number of meetings by telecommunication
Number of onsite meetings combining telecommunication
Times
of
absence
0
0
0
0
0
0
0
0
0
0
0
0
0
Not attend in person
for two consecutive
times or not
No
No
No
No
No
No
No
No
No
No
No
No
No
Times of attendance in
shareholders’ meetings
3
4
4
4
4
3
3
3
4
4
4
1
1
9
5
4
0
68
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
(II) Objection put forward by Independent Directors to relevant matters
During the reporting period, the Company’s Independent Directors didn’t put forward objection to the Proposals of
the Board of Directors and other matters.
IV. Important opinions and suggestions proposed by the special committees under the Board of Directors during the
reporting period in performance of duties
1. Important opinions and suggestions proposed by the audit committees during the reporting period in performance of
duties
In 2013, the audit committee, under the leadership of the Board of Directors, performed the supervisory duties
diligently in accordance with relevant provisions in the Executive Regulations of the Audit Committee of the Board of
Directors and the Procedures for the Deliberation of the Annual Report by the Audit Committee prepared by the
Company and thoroughly mastered the production and operation conditions of the Company. The Independent
Directors in the audit committee carried out onsite inspection over Zhejiang Beilun No.1 Power Generation Co. Ltd.,
Zhejiang Beilun No.3 Power Generation Co. Ltd. and Guodian Ningbo Beilun Wind Power Generation Co. Ltd. and
listened to the special report of production and operation conditions given by Zhejiang Branch of Guodian, Beilun No.1
Power Plant and Beilun No.3 Power Plant, mastered the production and operation conditions and future development
plan in details in the aspects of coal price, power price, generating capacity and relevant national policies and proposed
relevant opinions and suggestions.
The audit committee held a meeting on time, reviewed over the regular report delivered by the Company and
proposed several specific opinions and suggestions of modification and the audit committee believed that the financial
accounting statements of the Company truly, correctly and completely reflect the overall conditions of the Company.
At the same time, the audit committee and the accounting firm carried out regular communication and actively
urged the accounting firm to carry out the audit work over the annual report and to submit audit report in the agreed
period on the basis of ensuring the quality of audit work.
2. Important opinions and suggestions proposed by the remuneration committees during the reporting period in
performance of duties
In accordance with the relevant provisions of Executive Regulations of the Remuneration and Appraisal Committee
of the Board of Directors, the Remuneration and Appraisal Committee of the Board of Directors held a meeting in
March, 2013, reviewed the level of remuneration of the executives and Independent Directors of the Company in 2013
and agreed over the opinion of strict control over the remunerations of the executives on the basis of the challenges in
the long-term development of the enterprise.
3. Important opinions and suggestions proposed by the strategy committee during the reporting period in performance
of duties
On October 15, 2013, the strategy committee of the Board of Directors held a meeting to discuss the Proposal
regarding Acquisition of 100% of Equities of GD Anhui Power Co., Ltd. and the strategy committee of the Board of
Directors believed that Acquisition of 100% of Equities of GD Anhui Power Co., Ltd. would further strengthen the
sustainable development capacity and market competitiveness of the Company and be beneficial to the improvement of
the overall profitability of the Company, reduction of horizontal competition with the controlling shareholders and the
long-term development of the Company.
V. Description of risks of the Company found by the Board of Supervisors
In 2013, the Board of Supervisors of the Company, in the principle of maintaining the benefits of the Company and
the shareholders, fully performed the supervisory and guidance duties in the aspects of financial condition, shareholder
dividend policy, storage of the raised fund and use condition and expressed a clear opinion that no violation of laws and
regulations in the said aspects has been found.
69
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
VI. Description of the Company over the conditions of no guarantee of independence and independent operating
capacity in the aspects of business, personnel, asset, institution and finance with the controlling shareholder
During the reporting period, the Company kept independent with the controlling shareholders in the aspects of
business, personnel, asset, institution and finance, without conditions that will affect the independent operation of the
Company.
VII. Evaluation mechanism over the senior management personnel during the reporting period and the establishment
and implementation of the incentive mechanism
Currently, the Company has not adopted the yearly salary system for senior management personnel and equity
incentive plan of any form and the salary and welfare of the senior management personnel shall be based on and
implemented in accordance with the salary management system of the Company.
70
GD POWER DEVELOPMENT CO., LTD.
Notes to Annual Financial Statement in 2013
Section IX Internal Control
I. Statement of internal control responsibility and internal control system building
During the reporting period, the Board of Directors carried out appraisal over the internal control of the Company
and prepared the Internal Control Appraisal Report of 2013. The Board of Directors and all Directors undertake that the
report is free from any false report, misleading statement or significant omission and bear jointly and several liabilities
over the authenticity, accuracy and completeness of the report.
In accordance with assessment result, the Company has established and effectively implemented the internal control
over the businesses and issues already brought into the scope of appraisal and the Company has kept effective internal
control related to the financial statement and reached the target of internal control of the Company, without material
defect. The Company will continue to improve the internal control system, standardize the implementation of internal
control system, strengthen the supervision and examination of the internal control and promote the healthy and
sustainable development of the Company.
See the appendix for internal control appraisal report.
II. Description of the conditions regarding internal control audit report
Ruihua Certified Public Accountants (Special General Partnership) employed by the Company had carried out audit
over the effectiveness of the internal control related to the financial report on December 31, 2013 and issued audit
report. The auditor believed that, the Company has kept effective internal control over the financial report in all
material aspects in accordance with the Basic Regulations over the Internal Control of the Enterprises on December 31,
2013.
See the appendix for internal control audit report.
III. Description of the conditions regarding the system for investigating the responsibilities for the significant errors in
the annual report and relevant conditions of implementation
The Company has established the System for Investigating the Responsibilities for the Significant Errors in the
Annual Report and made relevant provisions over the responsibilities for the significant errors in the annual report of
the Company. During the reporting period, no correction has been made over significant accounting errors, no
supplementation has been made over significant omissions and no change has been made to the performance estimate.
71
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Section X Financial Reports
The annual financial report of the Company has been audited by Zhang Dazhi and Li Min, registered accountants
from Ruihua Certified Public Accountants (Special General Partnership) and a standard audit report of clean opinion
has been issued.
I. Audit report
R.H.Z. [2014] No. 01470016
To all shareholders of GD Power Development Co., Ltd.,
We have audited the attached financial statements of GD Power Development Co., Ltd. (hereinafter referred to as
“your company”), including consolidated balance sheet and the balance sheet of the Company as of December 31, 2013
as well as consolidated and the company’s statement of profit, the consolidated and the company’s statement of cash
flow, the consolidated and the company’s statement of change in equities as well as notes to the financial statements of
2013.
I. Responsibilities of management level about financial statements
It is the responsibility of the management of your company to prepare the financial statements. Such responsibility
includes: (1) to prepare the financial statements in accordance with the Accounting Standard for Business Enterprises
and to make fair presentation; (2) to design, implement and maintain the inner control that is relevant to the preparation
of these financial statements so as to make the financial statements be free of material misstatement which are caused
by fraud and mistake.
II. Responsibilities of certified public accountant
Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted
our auditing in accordance with the Auditing Standards for CPAs of China, which requires us to observe occupational
morality and to plan and conduct our auditing to obtain reasonable assurance on whether the financial statements are
free of material misstatement or not.
Our audit involves auditing implement procedure to obtain auditing evidence of amounts and disclosures of the
relevant financial statements. The selection of auditing procedure depends on CPA’s judgment, including risk
evaluation of material misstatement that caused by fraud and mistake. When conducting risk evaluation, we have the
inner control which is relevant to the preparation of these financial statements into consideration in order to design
appropriate auditing procedure, while the purpose is not to express opinion on the effectiveness of inner control. Our
audit also includes making evaluation of the appropriacy of accounting policy selected by and reasonability of
accounting evaluation made by the Company’s management as well as general report of evaluation of financial
statements.
We believe that we have obtained sufficient and appropriate evidence which provides a good base for our auditing
opinions.
III. Audit opinion
In our opinion, the financial statements of your company are prepared in compliance with the Accounting Standard
for Business Enterprises and fairly present in all material respects the consolidated ad the company financial position of
GD Power Development Co., Ltd. as at Dec.31st, 2013 and the consolidated and the company’s results of operations
and cash flows for the year then ended.
72
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
China certified public accountant: Zhang Dazhi
Ruihua Certified Public Accountants
(special general partnership)
China · Beijing
China certified public accountant: Li Min
Date: March 21, 2014
73
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
II. Financial statements
Consolidated Balance Sheet
December 31, 2013
Name of enterprise: GD Power Development Co., Ltd.
Unit: Yuan Currency: RMB
Item
Current assets:
Monetary funds
Settlement reserves
Lending funds
Trading financial assets
Bills receivable
Account receivable
Prepayments
Premiums receivable
Reinsurance accounts receivable
Provision of cession receivable
Dividends receivable
Interest receivable
Other receivable
Buying back the sale of financial
assets
Inventory
Non-current assets matured within a
year
Other current assets
Total current assets
Non-current assets:
Issuing of entrusted loans and
advances
Available-for-sale financial assets
Held-to-maturity investment
Long-term receivables
Long-term equity investment
Investment Real Estate
Fixed assets
Construction in Progress
Engineer material
Disposal of fixed assets
Productive biological assets
Oil-and-gas assets
Explanatory
Note
VII. 1
Ending Balance
Beginning balance
2,565,722,128.71
5,862,105,943.32
VII. 2
VII. 3
VII. 6
VII. 8
1,242,347,739.65
8,052,846,712.28
769,598,393.54
357,850.00
676,354,301.49
8,067,835,912.52
1,257,646,417.53
VII. 5
VII. 4
VII. 7
462,288.34
103,684,744.51
1,185,838,155.19
387,366.00
269,844.51
1,089,154,497.29
VII. 9
2,496,092,897.89
3,663,504,453.77
VII. 10
566,089,656.83
16,982,682,716.94
21,040,885.40
20,638,657,471.83
VII. 11
727,146,286.27
VII. 12
VII. 13
VII. 14
VII. 15
VII. 16
16,558,832,961.41
1,047,505.41
135,949,036,758.11
60,452,047,917.60
5,764,636,529.49
74
15,796,673,022.65
1,155,018.45
123,722,453,728.74
51,698,430,607.24
4,740,411,431.45
GD POWER DEVELOPMENT CO., LTD.
Intangible assets
Development costs
Goodwill
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
Current Liabilities:
Short-term loans
Borrowings from central bank
Deposits from customers and
interbank
Borrowing funds
Trading financial liabilities
Bills payable
Accounts payable
Advance receipts
Financial assets sold for buy-back
Handling charges and commissions
payable
Employee pay payable
Taxation payable
Interest payable
Dividends payable
Other payable
Dividend payable for reinsurance
Provisions for insurance contracts
Acting trading securities
Acting underwriting securities
Noncurrent Liabilities
matured
within a year
Other current liabilities
Total current liabilities
Noncurrent Liabilities:
Long-term borrowing
Bonds payable
Long-term accounts payable
Special accounts payable
Estimated liabilities
Deferred income tax liabilities
Other noncurrent liabilities
Annual Financial Statement in 2013
VII. 17
2,619,360,231.74
2,464,246,198.40
VII. 18
VII. 19
VII. 20
VII. 22
423,391,258.77
65,798,852.08
766,396,217.13
366,718,503.89
223,694,413,021.90
240,677,095,738.84
269,035,745.84
18,886,504.64
677,556,406.45
174,440,198.64
199,563,288,862.50
220,201,946,334.33
VII. 24
35,077,553,543.81
31,608,181,348.20
VII. 25
VII. 26
VII. 27
3,816,015,247.95
14,076,086,260.43
257,550,534.43
2,385,023,211.94
13,253,650,236.34
94,158,426.78
VII. 28
VII. 29
VII. 30
VII. 31
VII. 32
239,468,129.79
-3,308,639,573.18
943,042,135.53
2,067,003,584.02
5,153,917,228.33
216,349,267.38
-2,692,612,688.89
871,222,887.91
1,866,569,236.71
5,440,780,885.43
VII. 33
12,129,165,183.34
4,624,384,197.93
VII. 34
12,800,000,000.00
83,251,162,274.45
14,982,920,000.00
72,650,627,009.73
VII. 35
VII. 36
VII. 37
VII. 38
76,084,205,251.57
12,870,048,241.94
6,092,679,333.12
42,519,280.53
68,365,892,338.63
16,302,749,266.02
7,724,805,557.39
35,156,784.53
VII. 20
VII. 39
36,774,129.88
3,592,393,602.26
28,929,149.32
1,239,873,296.84
75
GD POWER DEVELOPMENT CO., LTD.
Total noncurrent liabilities
Total liabilities
Owner’s equity (or shareholder's
equity):
Paid-in capital (or capital stock)
Capital reserve
Minus: treasury stocks
Special reserve
Surplus reserves
General Risk Preparation
Undistributed profits
Translation reserve
Total Owner’s equity attributable to
the parent company
Minority equity
Total Owner’s equity
Total Liability and Owner’s equity
Legal representative: Chen Feihu
Accounting agencies: Sun Desheng
Annual Financial Statement in 2013
98,718,619,839.30
181,969,782,113.75
93,697,406,392.73
166,348,033,402.46
VII. 40
VII. 41
17,229,916,618.00
5,411,502,021.19
17,229,761,285.00
7,300,257,623.80
VII. 42
VII. 43
1,002,341.43
2,590,026,317.00
2,147,163,105.27
VII. 44
13,082,093,752.40
9,485,675,873.84
38,314,541,050.02
36,162,857,887.91
20,392,772,575.07
17,691,055,043.96
58,707,313,625.09
53,853,912,931.87
240,677,095,738.84 220,201,946,334.33
Accountant in charge: Jiang HongYuan
76
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Balance Sheet of Parent Company
December 31, 2013
Name of enterprise: GD Power Development Co., Ltd.
Item
Current assets:
Monetary funds
Trading financial assets
Bills receivable
Account receivable
Prepayments
Dividends receivable
Interest receivable
Other amounts receivable
Inventory
Non-current assets matured within a
year
Other current assets
Total current assets
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investment
Long-term debt investment
Long-term receivables
Investment Real Estate
Fixed assets
Construction in Progress
Engineer material
Disposal of fixed assets
Productive biological assets
Oil-and-gas assets
Intangible assets
Development costs
Goodwill
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
Current Liabilities:
Short-term loans
Trading financial liabilities
Explanatory
Note
Unit: Yuan Currency: RMB
Beginning
Ending Balance
balance
385,033,981.81
2,261,845,790.23
XIII. 1
1,800,000.00
716,372,795.63
81,820,264.45
1,402,650.60
827,111,285.47
135,395,137.22
XIII. 2
1,055,792,786.30
19,266,192,185.81
111,867,758.74
237,661,844.51
17,347,747,631.86
145,518,473.78
553,420,890.56
22,172,300,663.30
20,956,682,813.67
727,146,286.27
XIII. 3
77
51,383,361,095.60
45,527,481,106.56
6,849,842,888.20
838,744,231.57
40,743,746.96
7,223,115,387.33
771,906,354.26
56,990,401.96
163,867,040.41
115,038,716.80
36,371,286.34
556,223,325.57
60,596,299,900.92
82,768,600,564.22
28,542,410.32
556,223,325.57
54,279,297,702.80
75,235,980,516.47
9,650,000,000.00
6,479,606,652.00
GD POWER DEVELOPMENT CO., LTD.
Bills payable
Accounts payable
Advance receipts
Employee pay payable
Taxation payable
Interest payable
Dividends payable
Other accounts payable
Noncurrent Liabilities matured within
a year
Other current liabilities
Total current liabilities
Noncurrent Liabilities:
Long-term borrowing
Bonds payable
Long-term accounts payable
Special accounts payable
Estimated liabilities
Deferred income tax liabilities
Other noncurrent liabilities
Total noncurrent liabilities
Total liabilities
Owner’s equity (or shareholder’s
equity):
Paid-in capital (or capital stock)
Capital reserve
Minus: treasury stocks
Special reserve
Surplus reserves
General Risk Preparation
Undistributed profits
Total
Owner’s
equity
(or
shareholder's equity)
Total Liability and Owner’s equity
(or shareholder's equity)
Legal representative: Chen Feihu
Accounting agencies: Sun Desheng
Annual Financial Statement in 2013
413,763,060.62
844,337,534.55
1,691,157.64
18,110,164.34
-34,158,781.68
567,414,154.25
723,379,396.63
418,248,041.51
721,703,851.76
1,573,306.44
17,847,660.54
-35,410,143.08
482,975,778.00
1,552,892,898.67
464,387,397.73
3,929,094,503.39
12,800,000,000.00
29,331,879,231.25
12,982,920,000.00
22,668,497,402.06
5,037,000,000.00
12,870,048,241.94
19,726,034.01
28,449,280.53
3,000,000,000.00
16,302,749,266.02
166,440,821.38
26,656,784.53
256,417,443.11
18,211,640,999.59
47,543,520,230.84
92,653,771.71
19,588,500,643.64
42,256,998,045.70
17,229,916,618.00
9,191,440,048.74
17,229,761,285.00
9,131,835,625.12
2,267,165,880.44
1,824,302,668.71
6,536,557,786.20
4,793,082,891.94
35,225,080,333.38
32,978,982,470.77
82,768,600,564.22
75,235,980,516.47
Accountant in charge: Jiang HongYuan
78
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Consolidated Profit Statement
January--December 2013
Item
I. Gross Operating income
Including: Operating income
Interest income
Earned Premium
Income from handling charges
and commissions
II. Gross operating cost
Including: Operating cost
Interest expenditure
Expenditure for handling
charges and commissions
Surrender Value
Net payments for insurance
claims
Net provision for insurance
contracts
Bond insurance expense
Reinsurance costs
Business taxes and surcharges
Selling expense
G&A expense
Financial expense
Assets impairment loss
Plus: Income from changes in fair value
(using “-”to represent losses)
Investment income (using “-”to
represent losses)
Including: Investment income of
joint venture and cooperative enterprise
Income from currency exchange
III. Operating profit (using “-”to
represent losses)
Plus: Non-Operating income
Minus: Non-operating expenditure
Including: Loss on disposal of non-current
assets
IV. Total profit (using “-”to represent
Total losses)
Minus: Income taxes
Unit: Yuan Currency: RMB
Explanatory Amount of the
Amount of prior
Note
current period
period
VII. 45
66,306,847,585.43 61,948,046,585.26
VII. 45
66,306,847,585.43 61,948,046,585.26
VII. 45
57,093,981,088.27
48,588,259,356.54
57,132,028,192.88
49,080,781,301.43
VII. 46
VII. 47
VII. 48
VII. 51
575,160,006.74
64,551,339.32
907,130,766.81
6,118,799,729.97
840,079,888.89
452,869,765.98
81,265,439.78
816,395,014.33
6,666,274,153.42
34,442,517.94
VII. 49
357,850.00
VII. 50
1,866,187,974.92
2,898,757,110.55
VII. 50
1,803,909,336.69
1,529,546,138.52
11,079,054,472.08
7,715,133,352.93
428,779,482.00
408,824,696.54
438,171,964.79
24,547,125.22
387,655,651.41
3,985,279.22
11,099,009,257.54
8,128,758,192.50
1,885,353,211.08
1,226,222,498.92
VII. 52
VII. 53
VII. 54
79
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
V. Net profit (using “-”to represent Net
9,213,656,046.46
6,902,535,693.58
losses)
Net profit belong to the parent company
6,279,156,091.94
5,153,121,321.30
Owner
Minority profit and loss
2,934,499,954.52
1,749,414,372.28
VI. Earnings per share:
(1) Basic earnings per share
VII. 55
0.364
0.335
(2) Diluted earnings per share
VII. 55
0.350
0.307
VII. 56
626,902,605.86
-430,616,086.05
VII. Other comprehensive income
9,840,558,652.32
6,471,919,607.53
VIII. Total comprehensive income
Total comprehensive income attributable
6,906,058,697.80
4,916,526,883.42
to the parent company Owner
Total comprehensive income attributable
2,934,499,954.52
1,555,392,724.11
to minority shareholder
If there is any combination of enterprises under the same control during the current period, the net
profit of the combined party before the combination is 824,115,291.78 Yuan.
Legal representative: Chen Feihu
Accountant in charge: Jiang HongYuan
Accounting agencies: Sun Desheng
80
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Profit Statement of Parent Company
January--December 2013
Item
I. Operating income
Minus: Operating cost
Business taxes and surcharges
Selling expense
G&A expense
Financial expense
Assets impairment loss
Plus: Income from changes in fair value
(using “-”to represent losses)
Investment income (using “-”to represent
losses)
Including: Investment income of joint
venture and cooperative enterprise
II. Operating profit (using “-”to represent
losses)
Plus: Non-Operating income
Minus: Non-operating expenditure
Including: Loss on disposal of non-current
assets
III. Total profit (using “-”to represent
Total losses)
Minus: Income tax
IV. Net profit (using “-”to represent Net
losses)
V. Earnings per share
(1) Basic earnings per share
(2) Diluted earnings per share
VI. Other comprehensive income
VII. Total comprehensive income
Legal representative: Chen Feihu
Accounting agencies: Sun Desheng
Explanatory
Note
XIII. 4
XIII. 4
Unit: Yuan Currency: RMB
Amount of the
Amount of prior
current period
period
4,459,157,095.80 4,105,769,179.94
3,861,445,919.29 3,811,701,457.74
41,064,367.42
34,100,470.77
144,768,193.26
1,095,541,579.36
81,081,841.85
149,430,365.27
1,334,743,790.44
31,654,424.08
XIII. 5
5,324,033,224.63
4,483,910,950.30
XIII. 5
1,776,617,319.57
1,441,080,099.82
4,559,288,419.25
3,228,049,621.94
29,171,611.99
167,656,789.98
29,561,624.36
1,158,329.59
166,138,196.19
29,658.47
4,420,803,241.26
3,256,452,916.71
-7,828,876.02
81,115,554.26
4,428,632,117.28
3,175,337,362.45
626,902,605.86
-47,044,448.54
5,055,534,723.14 3,128,292,913.91
Accountant in charge: Jiang HongYuan
81
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Consolidated Cash Flow Statement
January--December 2013
Explanatory
Note
Item
I. Cash flow from operating activities
Cash received from sale of goods or rendering of services
Net increase in customer’s deposit and deposit taking of interbank
Net increase in borrowing from the central bank
Net increase in borrowing funds from the financial institution
Cash received from receiving insurance premium of original insurance contract
Net cash received from reinsurance business
Net increase in policy holder deposits and investment fund
Net increase in disposal of trading financial assets
Cash received from receiving interests, handling charges and commissions
Net increase in borrowing funds
Net increase in buy-back business capital
Refund of taxes and fees
Other cash received relating to operating activities
Sub-total of cash inflows from operating activities
Cash paid for goods and services
Net increase in customer loans and advances
Net increase in deposits with central bank and other financial institution
Cash paid for indemnity of original insurance contract
Cash paid for interests, handling charges and commissions
Cash paid for policy dividends
Cash paid to and on behalf of employees
Taxes and fees paid
Other cash paid relating to operating activities
Sub-total of cash outflows from operating activities
Net cash flows from operating activities
II. Cash flow from investing activities
Cash received from divestment
82
VII. 57
VII. 57
VII. 58
Unit: Yuan Currency: RMB
Amount of the
Amount of prior
current period
period
73,123,614,865.16
66,257,328,307.22
26,933,002.19
1,013,190,273.73
74,163,738,141.08
37,679,802,377.31
48,899,250.66
1,607,846,235.01
67,914,073,792.89
40,329,807,110.87
3,812,779,099.52
7,541,435,339.87
1,929,707,090.23
50,963,723,906.93
23,200,014,234.15
3,351,459,601.64
6,062,285,021.06
2,035,538,066.13
51,779,089,799.70
16,134,983,993.19
250,000.00
2,090,881,478.44
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Cash received from return on investment
Net cash received from disposal of fixed assets, intangible assets and other long- term assets
Net cash received from disposal of subsidiaries and other business units
Other cash receipts relating to investing activities
Sub-total of cash inflows from investing activities
Cash paid for the purchase and construction of fixed assets, intangible assets and other
long-term assets
Cash paid for acquisition of investments
Net increase in pledge loans
Net cash paid for acquisition of subsidiaries and other business units
Other cash payments relating to investing activities
Sub-total of cash outflows from investing activities
Net cash flows from investing activities
III. Cash flow from financing activities
Cash received by investors
Including: Cash received from minority shareholder investment by subsidiary
Cash received from borrowings
Cash received from bond issue
Other cash receipts relating to financing activities
Sub-total of cash inflows from financing activities
Cash paid for debt
Cash paid for distribution of dividends, profits and for interest expenses
Including: Dividend and profit paid to minority shareholders by subsidiary
Other cash payments relating to financing activities
Sub-total of cash outflows from financing activities
Net cash flows from financing activities
IV. Foreign exchange rate fluctuation consequences on cash and cash equivalents
V. Net increase in cash and cash equivalents
Plus: Beginning balance of cash and cash equivalents
VI. Ending balance of cash and cash equivalents
Legal representative: Chen Feihu
Accountant in charge: Jiang HongYuan
Accounting agencies: Sun Desheng
83
VII. 57
VII. 57
VII. 57
VII. 58
VII. 58
VII. 58
1,074,463,938.33
101,818,955.10
702,303,117.92
143,090,790.94
514,457,696.50
1,690,990,589.93
440,173,139.35
3,376,448,526.65
27,449,889,223.60
27,334,341,482.38
304,000,000.00
1,018,460,700.00
239,306,865.66
73,788,669.32
28,066,984,758.58
-26,375,994,168.65
122,379,639.58
28,475,181,821.96
-25,098,733,295.31
2,223,330,446.80
2,223,330,446.80
107,350,158,766.92
7,720,660,797.12
3,394,334,800.00
117,544,577,667.38
2,569,581,108.79
112,143,070,322.51
95,767,559,179.62
12,472,057,459.58
1,264,414,269.02
4,023,450,164.73
112,263,066,803.93
-119,996,481.42
-407,398.69
-3,296,383,814.61
5,862,105,943.32
2,565,722,128.71
60,316,405.05
125,325,554,869.55
104,652,833,928.25
9,816,226,175.90
779,529,250.59
115,248,589,354.74
10,076,965,514.81
14,941.39
1,113,231,154.08
4,748,874,789.24
5,862,105,943.32
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Cash Flow Statement of Parent Company
January--December 2013
Item
I. Cash flow from operating activities
Cash received from sale of goods or rendering of services
Refund of taxes and fees
Other cash received relating to operating activities
Sub-total of cash inflows from operating activities
Cash paid for goods and services
Cash paid to and on behalf of employees
Taxes and fees paid
Other cash paid relating to operating activities
Sub-total of cash outflows from operating activities
Net cash flows from operating activities
II. Cash flow from investing activities
Cash received from divestment
Cash received from return on investment
Net cash received from disposal of fixed assets, intangible assets and other long- term assets
Net cash received from disposal of subsidiaries and other business units
Other cash receipts relating to investing activities
Sub-total of cash inflows from investing activities
Cash paid for the purchase and construction of fixed assets, intangible assets and other
long-term assets
Cash paid for acquisition of investments
Net cash paid for acquisition of subsidiaries and other business units
Other cash payments relating to investing activities
Sub-total of cash outflows from investing activities
Net cash flows from investing activities
III. Cash flow from financing activities
Cash received by investors
Cash received from borrowings
84
Explanatory
Note
Unit: Yuan Currency: RMB
Amount of the
Amount of prior
current period
period
XIII. 6
5,299,968,618.00
13,330,935.36
283,064,367.99
5,596,363,921.35
2,292,878,170.63
774,069,180.79
466,090,926.64
347,244,472.92
3,880,282,750.98
1,716,081,170.37
4,538,526,733.55
10,085,735.83
1,960,266,756.96
6,508,879,226.34
2,854,956,757.12
665,300,138.78
426,829,317.98
15,037,996,122.03
18,985,082,335.91
-12,476,203,109.57
3,878,611,768.34
55,871,597.00
1,919,850,252.44
2,556,875,565.45
1,097,035.13
171,564,300.00
4,106,047,665.34
5,115,236.12
4,482,938,089.14
559,026,343.95
1,079,751,515.38
3,525,658,399.45
3,466,550,000.00
4,304,308,690.92
7,551,234,743.40
-3,445,187,078.06
5,384,060,206.30
-901,122,117.16
42,400,000,000.00
3,989,999,997.12
43,894,502,732.00
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Cash received from bond issue
Other cash receipts relating to financing activities
Sub-total of cash inflows from financing activities
Cash paid for debt
Cash paid for distribution of dividends, profits and for interest expenses
Other cash payments relating to financing activities
Sub-total of cash outflows from financing activities
Net cash flows from financing activities
IV. Foreign exchange rate fluctuation consequences on cash and cash equivalents
V. Net increase in cash and cash equivalents
Plus: Beginning balance of cash and cash equivalents
VI. Ending balance of cash and cash equivalents
Legal representative: Chen Feihu
Accountant in charge: Jiang HongYuan
85
XIII. 6
XIII. 6
XIII. 6
4,837,927,016.05
3,592,341.30
47,237,927,016.05
47,888,095,070.42
38,179,606,652.00
31,676,466,080.00
3,622,125,558.56
1,349,323,871.85
5,583,767,167.02
71,664,171.33
47,385,499,377.58
33,097,454,123.18
-147,572,361.53
14,790,640,947.24
-133,539.20
35,778.37
-1,876,811,808.42
1,413,351,498.88
2,261,845,790.23
848,494,291.35
385,033,981.81
2,261,845,790.23
Accounting agencies: Sun Desheng
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Consolidated statements of changes in the owner's equities
January--December 2013
Unit: Yuan Currency: RMB
Item
I. Ending balance
of last year
Plus: Accounting
policy changes
Correcting earlier
errors
Other
II. Beginning
balance of this
year
III. Increases and
decreases of this
year (using “-”to
represent
decreases)
1. Net profit
2.
Other
Consolidated
Income
Sub-total 1 and 2
3. The capital
invested or
reduction by the
owners
(a) The capital
invested by the
owners
(b) Amount of
share-based
payment recorded
Paid-in capital (or
capital stock)
Amount of the current period
Owner’s equity attributable to the parent company
Minus:
Special
General Risk
Undistributed
Capital reserve
treasury
Surplus reserves
reserve
Preparation
profits
stocks
Other
Minority equity
Total Owner’s
equity
17,229,761,285.00
7,300,257,623.80
2,147,163,105.27
9,485,675,873.84
17,691,055,043.96
53,853,912,931.87
17,229,761,285.00
7,300,257,623.80
2,147,163,105.27
9,485,675,873.84
17,691,055,043.96
53,853,912,931.87
155,333.00
-1,888,755,602.61
442,863,211.73
3,596,417,878.56
2,701,717,531.11
4,853,400,693.22
6,279,156,091.94
2,934,499,954.52
9,213,656,046.46
1,002,341.43
626,902,605.86
626,902,605.86
626,902,605.86
6,279,156,091.94
2,934,499,954.52
9,840,558,652.32
155,333.00
-2,515,658,208.47
2,236,555,477.83
-278,947,397.64
155,333.00
228,617.53
2,223,330,446.80
2,223,714,397.33
86
GD POWER DEVELOPMENT CO., LTD.
in owner's equities
(c) Other
4. Profit
distribution
(a) withdraw
surplus reserves
(b) Allotment of
ordinary risk
reserves
(c) Profit
distribution to the
owner (or
shareholder)
(d) Other
5. Inner carryover
of owner's
equities
(a) Capital reserve
convert into
capital (or capital
stock)
(b) Surplus
reserves convert
into capital (or
capital stock)
(c) Surplus
reserves come to
deficit
(d) Others
6. Special reserve
(a) Withdraw of
current period
(b) Using of
current period
7. Other
IV. Ending
balance of this
year
Annual Financial Statement in 2013
-2,515,886,826.00
13,225,031.03
-2,502,661,794.97
-2,470,291,347.97
-4,710,166,349.62
-2,470,291,347.97
-4,710,166,349.62
1,002,341.43
953,446.73
1,955,788.16
8,703,825.48
8,109,222.22
16,813,047.70
7,701,484.05
7,155,775.49
14,857,259.54
20,392,772,575.07
58,707,313,625.09
442,863,211.73
-2,682,738,213.38
442,863,211.73
-442,863,211.73
-2,239,875,001.65
17,229,916,618.00
5,411,502,021.19
1,002,341.43 2,590,026,317.00
87
13,082,093,752.40
GD POWER DEVELOPMENT CO., LTD.
Annual Financial Statement in 2013
Unit: Yuan Currency: RMB
Item
I. Ending balance
of last year
Plus: Accounting
policy changes
Correcting earlier
errors
Other
II. Beginning
balance of this
year
III. Increases and
decreases of this
year (using “-”to
represent
decreases)
1. Net profit
2. Other
Consolidated
Income
Sub-total 1 and 2
3. The capital
invested or
reduction by the
owners
(a) The capital
invested by the
owners
(b) Amount of
share-based
payment recorded
in owner's equities
(c) Other
Paid-in capital (or
capital stock)
15,394,570,590.00
The amount at the same period of the last year
Owner’s equity attributable to the parent company
Total Owner’s
Minus:
Minority equity
Special
General Risk
Undistributed
equity
Capital reserve
treasury
Surplus reserves
Other
reserve
Preparation
profits
stocks
1,829,629,369.0
5,125,773,920.86
675,846.54
6,189,568,975.89
13,625,249,462.48 42,165,468,164.79
2
15,394,570,590.00
5,125,773,920.86
675,846.54
1,829,629,369.0
2
6,189,568,975.89
13,625,249,462.48 42,165,468,164.79
1,835,190,695.00
2,174,483,702.94
-675,846.54
317,533,736.25
3,296,106,897.95
4,065,805,581.48 11,688,444,767.08
5,153,121,321.30
1,749,414,372.28 6,902,535,693.58
-236,594,437.88
-194,021,648.17
-236,594,437.88
5,153,121,321.30
-430,616,086.05
1,555,392,724.11 6,471,919,607.53
1,835,190,695.00
2,411,078,140.82
3,556,471,655.42 7,802,740,491.24
1,835,190,695.00
2,423,964,181.65
3,556,471,655.42 7,815,626,532.07
-12,886,040.83
-12,886,040.83
88
GD POWER DEVELOPMENT CO., LTD.
4. Profit
distribution
(a) withdraw
surplus reserves
(b) Allotment of
ordinary risk
reserves
(c) Profit
distribution to the
owner (or
shareholder)
(d) Other
5. Inner carryover
of owner's
equities
(a) Capital reserve
convert into
capital (or capital
stock)
(b) Surplus
reserves convert
into capital (or
capital stock)
(c) Surplus
reserves come to
deficit
(d) Others
6. Special reserve
(a) Withdraw of
current period
(b) Using of
current period
7. Other
IV. Ending
balance of this
year
Annual Financial Statement in 2013
317,533,736.25
-1,857,014,423.35
317,533,736.25
-317,533,736.25
-1,539,480,687.10
17,229,761,285.00
Legal representative: Chen Feihu
7,300,257,623.80
-1,044,580,004.58 -2,584,060,691.68
-1,044,580,004.58 -2,584,060,691.68
-675,846.54
-1,478,793.47
-2,154,640.01
10,647,790.62
9,006,630.34
19,654,420.96
11,323,637.16
10,485,423.81
21,809,060.97
2,147,163,105.27
Accountant in charge: Jiang HongYuan
89
9,485,675,873.84
17,691,055,043.96 53,853,912,931.87
Accounting agencies: Sun Desheng
GD POWER DEVELOPMENT CO., LTD.（GDPD）
Notes to Annual Financial Statement in 2013
Statements of changes in the owner's equities of Parent Company
January--December 2013
Unit: Yuan Currency: RMB
Amount of the current period
Item
I. Ending balance of last year
Plus: Accounting policy changes
Correcting earlier errors
Other
II. Beginning balance of this year
III. Increases and decreases of this year (using
“-”to represent decreases)
1. Net profit
2. Other Consolidated Income
Sub-total 1 and 2
3. The capital invested or reduction by the owners
(a) The capital invested by the owners
(b) Amount of share-based payment recorded in
owner's equities
17,229,761,285.00
9,131,835,625.12
General
Risk
Preparation
1,824,302,668.71
17,229,761,285.00
9,131,835,625.12
1,824,302,668.71
155,333.00
59,604,423.62
442,863,211.73
155,333.00
155,333.00
626,902,605.86
626,902,605.86
-567,298,182.24
990,228,617.53
Paid-in capital
(or capital stock)
Special
reserve
Surplus reserves
Undistributed
profits
4,793,082,891.94 32,978,982,470.77
1,743,474,894.26
2,246,097,862.61
4,428,632,117.28
4,428,632,117.28
626,902,605.86
5,055,534,723.14
-567,142,849.24
990,383,950.53
4,428,632,117.28
-1,557,526,799.77
442,863,211.73
442,863,211.73
17,229,916,618.00
Total Owner’s
equity
4,793,082,891.94 32,978,982,470.77
-1,557,526,799.7
7
(c) Other
4. Profit distribution
(a) withdraw surplus reserves
(b) Allotment of ordinary risk reserves
(c) Profit distribution to the owner (or
shareholder)
(d) Other
5. Inner carryover of owner's equities
(a) Capital reserve convert into capital (or
capital stock)
(b) Surplus reserves convert into capital (or
capital stock)
(c) Surplus reserves come to deficit
(d) Others
6. Special reserve
(a) Withdraw of current period
(b) Using of current period
7. Other
IV. Ending balance of this year
Minus:
treasury
stocks
Capital reserve
9,191,440,048.74
2,267,165,880.44
90
-2,685,157,223.02
-442,863,211.73
-2,242,294,011.29
-2,239,875,001.65
-2,239,875,001.65
-2,419,009.64
-2,419,009.64
6,536,557,786.20 35,225,080,333.38
GD POWER DEVELOPMENT CO., LTD.（GDPD）
Notes to Annual Financial Statement in 2013
Unit: Yuan Currency: RMB
Item
Paid-in capital
(or capital stock)
Capital reserve
I. Ending balance of last year
Plus: Accounting policy changes
Correcting earlier errors
Other
II. Beginning balance of this year
III. Increases and decreases of this year (using
“-”to represent decreases)
1. Net profit
2. Other Consolidated Income
Sub-total 1 and 2
3. The capital invested or reduction by the
owners
(a) The capital invested by the owners
(b) Amount of share-based payment recorded in
owner's equities
(c) Other
4. Profit distribution
(a) withdraw surplus reserves
(b) Allotment of ordinary risk reserves
(c) Profit distribution to the owner (or
shareholder)
(d) Other
5. Inner carryover of owner's equities
(a) Capital reserve convert into capital (or
capital stock)
(b) Surplus reserves convert into capital (or
capital stock)
(c) Surplus reserves come to deficit
(d) Others
6. Special reserve
(a) Withdraw of current period
(b) Using of current period
7. Other
IV. Ending balance of this year
15,394,570,590.00
7,021,835,892.01
15,394,570,590.00
7,021,835,892.01
1,835,190,695.00
2,109,999,733.11
Legal representative: Chen Feihu
The amount at the same period of the last year
Minus:
General
Special
treasury
Surplus reserves
Risk
reserve
stocks
Preparation
1,506,768,932.46
Undistributed
profits
Total Owner’s equity
3,474,759,952.84
27,397,935,367.31
1,506,768,932.46
3,474,759,952.84
27,397,935,367.31
317,533,736.25
1,318,322,939.10
5,581,047,103.46
3,175,337,362.45
3,175,337,362.45
-47,044,448.54
3,128,292,913.91
-47,044,448.54
-47,044,448.54
3,175,337,362.45
1,835,190,695.00
2,157,044,181.65
3,992,234,876.65
1,835,190,695.00
2,157,044,181.65
3,992,234,876.65
317,533,736.25
317,533,736.25
17,229,761,285.00
9,131,835,625.12
1,824,302,668.71
Accountant in charge: Jiang HongYuan
91
-1,857,014,423.35
-317,533,736.25
-1,539,480,687.10
-1,539,480,687.10
-1,539,480,687.10
4,793,082,891.94
32,978,982,470.77
Accounting agencies: Sun Desheng