Guangdong Provincial Expressway Development Co.Ltd(000429) notes to financial statements as of December 31, 2021
(amount unit: RMB currency: RMB)
1、 Basic information of the company (hereinafter referred to as “the company” or “the company”)
1. Basic information of the company’s issuance, listing and share capital
(1) The company was founded in February 1993, formerly known as Guangdong Fokai Expressway Co., Ltd. on June 30, 1993, it was reorganized and renamed Guangdong Provincial Expressway Development Co.Ltd(000429) , with the approval of Guangdong joint stock pilot joint review group office Yue Lian Shen ban [1993] No. 68 document, The share capital structure after reorganization is as follows: the composition of state-owned shares is determined by the evaluation confirmed by the state-owned assets management department of Guangdong Province. The net value of state-owned assets of Guangdong Jiujiang Bridge Company and Guangfo Expressway Co., Ltd. on January 31, 1993 is 4182136 million yuan, which is converted into 155025 million shares, and Guangdong Expressway Co., Ltd. contributes 115 million yuan in cash to subscribe for 359375 million shares, Other legal persons contributed 286992 million yuan in cash to subscribe for 89.685 million shares, and internal employees contributed 87 million yuan in cash to subscribe for 27.19 million shares, a total of 3078375 million shares.
(2) In June 1996, some non-state-owned corporate shareholders of the company transferred 20 million non-state-owned corporate shares to Ipoh Malaysia Engineering Co., Ltd. with the approval of Guangdong Economic System Reform Commission and Guangdong Securities Regulatory Commission in Yue Ti Gai [1996] No. 67 document.
(3) From June to July 1996, the company issued 135 million domestic listed foreign shares (B shares) to foreign investors with a par value of RMB 1 per share, an issue price of RMB 3.80 per share and a sale price of HK $3.54 per share, with the approval of the Securities Commission of the State Council Wei Zheng Fa [1996] No. 24 and the Guangdong Economic System Reform Commission Yue Ti Gai [1996] No. 68.
(4) Approved by the Ministry of foreign trade and economic cooperation of the people’s Republic of China [1996] Wai Jing Mao Zi Yi Han Zi No. 606, the company is approved to be a foreign-invested joint stock limited company.
(5) In 1996, the company paid dividends and converted capital reserve into share capital, giving 1.7 shares for every 10 shares and 3.3 shares into share capital.
(6) In January 1998, with the approval of zjfz [1997] No. 486 and 487 documents of the China Securities Regulatory Commission, 100 million social public shares (A shares) were issued by means of “full advance, proportional placement and refund of the balance”, with a par value of 1 yuan per share and an issue price of 5.41 yuan per share.
(7) According to the resolution of Guangdong Provincial Expressway Development Co.Ltd(000429) 1999 annual general meeting of shareholders, the company has actually allotted 73822250 ordinary shares to all shareholders with shares as the base and 10:3 ratio, with the allotment price of 11.00 yuan / share, with the consent of Guangzhou Zhengjian Han [2000] No. 99 document of Guangzhou Securities Regulatory Office of China Securities Regulatory Commission.
(8) According to the reply of the general office of Guangdong Provincial People’s Government in Yue ban Han [2000] No. 574, the state shares are transferred to Guangdong Communications Group Co., Ltd. for holding and management free of charge.
(9) With the consent of Shenzhen Stock Exchange, the company’s internal staff shares of 530205 million shares (including 132722 shares held by directors, supervisors and senior managers temporarily frozen) were listed and circulated on February 5, 2001. (10) According to the resolution of the general meeting of shareholders in 2000, the company converted 419039249 shares of capital reserve to all shareholders in the ratio of 10:5 based on the total share capital of 838078499 shares at the end of 2000. The equity registration date is May 21, 2001, and the ex right benchmark date is May 22, 2001.
(11) Approved by the notice on Approving the listing and circulation of Guangdong Provincial Expressway Development Co.Ltd(000429) Unlisted Foreign Shares (zjggz [2003] No. 3) of China Securities Regulatory Commission, on March 8, 2004, 45000000 Unlisted Foreign Shares of the company were converted into B-share tradable shares and listed and circulated in the B-share market of Shenzhen Stock Exchange.
(12) On December 21, 2005, the company’s split share structure reform plan was approved by the relevant shareholders’ meeting in the A-share market. The approval of the Ministry of Commerce of the people’s Republic of China on the change of equity of the company on September 26, 2006 was approved by the Ministry of Commerce of the people’s Republic of China. On February 17, 2006, the implementation of the company’s split share structure reform plan was completed, and the abbreviation of A-share stock was changed from “Guangdong Expressway a” to “g Guangdong Expressway”. On October 9, 2006, according to the notice on trading matters related to the implementation of the split share structure reform of listed companies issued by Shenzhen Stock Exchange, the abbreviation of the company’s A-share stock was restored from “g Guangdong Expressway” to “Guangdong Expressway a”.
Approved by the reply on approving Guangdong Provincial Expressway Development Co.Ltd(000429) issuing shares to Guangdong Expressway Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 230) of China Securities Regulatory Commission, in June 2016, the company issued 33355263 shares to Guangdong Expressway Co., Ltd. and paid RMB 803.5 million in cash, Purchase 25% equity of Guangdong Fokai Expressway Co., Ltd. held by Guangdong Expressway Co., Ltd; Issue 466325020 shares to Guangdong Highway Construction Co., Ltd. and purchase 100% equity of Guangzhou Guangzhu Transportation Investment Management Co., Ltd. held by Guangdong Highway Construction Co., Ltd. On June 21, 2016, the company issued 334008095 A shares to Yadong Fosun Yalian Investment Co., Ltd., Tibet yingyue Investment Management Co., Ltd. Gf Securities Co.Ltd(000776) directional. Additional shares issued this time
It was registered at the end of July 7, 2016, and the first day of listing of new shares was July 8, 2016. 2. Registered place and headquarters address of the company
Company name: Guangdong Provincial Expressway Development Co.Ltd(000429) .
Registered address: No. 85 Baiyun Road, Yuexiu District, Guangzhou City, Guangdong Province.
Address of the company’s headquarters: floor 45-46, Litong Plaza, No. 32, Zhujiang East Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province.
3. Business nature and main business activities
Industry and main products of the company: highway management and maintenance.
General business items: investment, construction, toll collection, maintenance and service management of expressways, grade highways and bridges; Automobile rescue service, maintenance and cleaning; Parking fees; Design, produce, publish and act as an agent for all kinds of advertisements at home and abroad; Land development along the highway; Warehousing business; Intelligent transportation technology R & D and services; Equity investment, management and consulting.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The company’s main business activities are: the charging and maintenance of Guangfo Expressway, Fokai expressway, Guangzhu section of Beijing Zhuhai Expressway and Guanghui expressway, investing in science and technology industry and providing relevant consulting. At the same time, it has participated in Shenzhen Huiyan Expressway Co., Ltd., Guangdong Jiangzhong Expressway Co., Ltd., Zhaoqing yuezhao highway Co., Ltd Ganzhou Kangda Expressway Co., Ltd., Ganzhou Gankang Expressway Co., Ltd., Guangdong Yuepu microfinance Co., Ltd., Guangdong Guangle Expressway Co., Ltd. Guoyuan Securities Company Limited(000728) and Hunan Lianzhi Technology Co., Ltd., and Guodian Yuetong qiyuanxin Power Technology Co., Ltd.
4. Scope and changes of current consolidated financial statements
(1) Scope of current consolidated financial statements
The consolidation scope of financial statements in this period includes the company and its wholly-owned subsidiaries Guangdong Expressway Technology Investment Co., Ltd., Yuegao capital holding (Guangzhou) Co., Ltd. and its holding subsidiaries Guangfo Expressway Co., Ltd., Beijing Zhuhai Expressway Guangzhu section Co., Ltd. and Guangdong Guanghui Expressway Co., Ltd.
(2) Changes in the scope of consolidated financial statements in the current period
None.
5. Approval date of financial report
The financial statements were approved and submitted by the 27th session of the ninth board of directors of the company on March 15, 2022.
2、 Preparation basis of financial statements
1. Preparation basis
The financial statements of the company are based on the assumption of going concern, according to the actual transactions and events, in accordance with the accounting standards for business enterprises – Basic Standards (issued by order No. 33 of the Ministry of Finance and revised by order No. 76 of the Ministry of Finance), the specific accounting standards, application guidelines of accounting standards for business enterprises issued and revised on and after February 15, 2006 The interpretation of the accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as the “accounting standards for business enterprises”) and the disclosure provisions of the rules for the preparation of information disclosure by companies offering securities to the public No. 15 – General Provisions on financial reports (revised in 2014) of the China Securities Regulatory Commission.
According to the relevant provisions of the accounting standards for business enterprises, the accounting of the company is based on the accrual basis. Except for some financial instruments, the financial statements are measured on the basis of historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations.
2. Going concern
The company has the ability of sustainable operation for at least 12 months since the end of the reporting period, and there are no major events affecting the ability of sustainable operation.
3、 Significant accounting policies and accounting estimates
1. Statement of compliance with accounting standards for business enterprises
The financial statements comply with the requirements of the accounting standards for business enterprises and truly and completely reflect the financial status, operating results, cash flow and other relevant information of the company. In addition, the company’s financial statements comply in all material respects with the disclosure requirements of the financial statements and notes in the rules for the preparation of information disclosure by companies offering securities to the public No. 15 – General Provisions on financial reports revised by the China Securities Regulatory Commission in 2014.
2. Accounting period
The accounting year of the company adopts the Gregorian calendar, i.e. from January 1 to December 31 each year.
3. Business cycle
Normal business cycle refers to the period from the purchase of assets for processing to the realization of cash or cash equivalents. The company takes 12 months as an operating cycle and takes it as the liquidity division standard of assets and liabilities.
4. Recording currency
The company takes RMB as the bookkeeping base currency.
5. Under the same accounting control and not under the same accounting control
(1) Business combination under the same control
A business combination under the same control is a business combination in which the enterprises participating in the merger are ultimately controlled by the same party or the same parties before and after the merger, and the control is not temporary. Generally, business combination under the same control refers to the combination between enterprises within the same enterprise. In addition, it is generally not regarded as business combination under the same control.
The assets and liabilities obtained by the company as the combining party in the business combination shall be measured according to the book value of the combined party in the consolidated financial statements of the final controller on the combination date. For the long-term equity investment formed by the merger of Holdings under the same control, the company takes the share of the book owner’s equity of the merged party on the merger date as the initial investment cost of forming the long-term equity investment. See long-term equity investment for relevant accounting treatment; The assets and liabilities obtained from absorption and consolidation under the same control are recorded by the company according to the original book value of relevant assets and liabilities in the combined party. The difference between the book value of the net assets obtained by the company and the book value of the merger consideration paid (or the total face value of the issued shares) shall be adjusted to the capital reserve; If the capital reserve is insufficient to offset, the retained earnings shall be adjusted.
All directly related expenses incurred by the company as the combining party for business combination, including audit fees, evaluation fees, legal service fees, etc., shall be included in the current profit and loss when incurred.
Fees and commissions paid for bonds issued for business combination or other debts shall be included in the initial measurement amount of bonds and other debts issued. The handling fees, commissions and other expenses incurred in the issuance of equity securities in a business combination shall offset the premium income of equity securities. If the premium income is insufficient to offset, it shall offset the retained earnings. If the parent-child relationship is formed by the merger of holding companies under the same control, the parent company shall prepare the consolidated financial statements on the merger date, including the consolidated balance sheet, consolidated income statement and consolidated cash flow statement.
The consolidated balance sheet is consolidated into the consolidated financial statements with the book value of the combined party in the consolidated financial statements of the final controller. The transactions between the combining party and the combined party on and before the consolidation date are regarded as internal transactions and offset in accordance with the relevant principles of “consolidated financial statements”; The consolidated income statement and cash flow statement include the net profit realized and cash flow generated by the combining party and the combined party from the beginning of the current period to the date of combination. The cash flow generated by the transactions and internal transactions between the two parties in the current period shall be offset in accordance with the relevant principles of the consolidated financial statements.
(2) Business combination not under the same control
If the parties involved in the merger are not ultimately controlled by the same party or the same parties before and after the merger, it is a business merger not under the same control.
Determining the cost of business combination: the cost of business combination includes the fair value of cash or non cash assets paid by the acquirer for business combination, debts issued or assumed, equity securities issued, etc. on the acquisition date.
In the business combination not under the same control, the intermediary expenses such as audit, legal services, evaluation and consultation and other relevant management expenses incurred by the purchaser for the business combination shall be included in the current profits and losses when incurred; The transaction costs of equity securities or debt securities issued by the Purchaser as merger consideration shall be included in the initial recognition amount of equity securities or debt securities.
For the long-term equity investment obtained from the holding merger not under the same control, the company takes the enterprise merger cost determined on the acquisition date (excluding the cash dividends and profits that should be collected from the invested unit) as the initial investment cost of the long-term equity investment of the acquiree; All identifiable capital that meets the recognition conditions obtained through absorption and merger not under the same control
