Guangzhou Development Group Incorporated(600098)
Notes to the financial statements of 2021
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company (I) overview of the company
Guangzhou Development Group Incorporated(600098) (formerly known as Guangzhou Development Group Incorporated(600098) Industrial Holding Group Co., Ltd., which was changed to its current name on September 13, 2012, hereinafter referred to as “the company”) is a joint stock limited company exclusively initiated by the former wholly state-owned Guangzhou Electric Power Enterprise Group Co., Ltd. and established by publicly raising RMB common shares after the overall reorganization with the approval of Guangzhou Municipal People’s government suifuhan [1997] No. 82. While the company was founded, Guangzhou Electric Power Enterprise Group Co., Ltd., as the initiator, will no longer exist, and its rights and obligations shall be borne by the company. The sponsor shares of the company are held by Guangzhou Industrial Investment Holding Group Co., Ltd. (formerly known as Guangzhou Development Group Incorporated(600098) Group Co., Ltd., which was changed to Guangzhou state owned Assets Development Holding Co., Ltd. on October 30, 2014 and became its current name on November 19, 2021, hereinafter referred to as “Guangzhou industrial investment”).
On June 23, 1997, the company was approved by the China Securities Regulatory Commission in the re examination of zjfz [1997] No. 364 and zjfz [1997] No. 365 documents. On June 27, 1997, the company publicly issued 90 million A-Shares of RMB common shares with a face value of 1 yuan to individuals and 10 million A-Shares of RMB common shares with a face value of 1 yuan to employees of the company, It was listed on the Shanghai Stock Exchange on July 18, 1997. The industry is electric power.
In accordance with the resolution of the first extraordinary general meeting of shareholders of Guangzhou Development Group Incorporated(600098) Industrial Holding Group Co., Ltd. in 2000 and the reply on the application for allotment of shares by Guangzhou Development Group Incorporated(600098) Industrial Holding Group Co., Ltd. No. [2000] 183 issued by China Securities Regulatory Commission, the company agreed to take the total share capital of 119888 million shares on December 31, 1999 as the base, The allotment of [2.57 million] shares to the public was approved by the Ministry of finance of the people’s Republic of China as the sole shareholder of the state-owned Development Corporation, of which, all of the allotment of [2.57 million] shares to the public was approved by the Ministry of finance of the people’s Republic of China. The allotment price published in the prospectus of the company on November 25, 2000 is RMB 13.00 per share. After the capital increase and share allotment in 2000, the total share capital of the company increased from 11988 million shares to 1252.8 million shares, including 1018.8 million shares of state-owned legal persons and 234 million shares of the public.
According to the “resolution on the adoption of the adjustment plan for the additional issuance of RMB ordinary shares (A shares) by Guangzhou Development Industrial Holding Group Co., Ltd. in 2003” at the second extraordinary general meeting of shareholders of 2003 held on July 15, 2003, and the notice on the approval of the additional issuance of shares by Guangzhou Development Group Incorporated(600098) Industrial Holding Group Co., Ltd. (CSRC FA Zi [2004] No. 122), Approve the company to issue no more than 120 million additional ordinary shares in RMB. The letter of intent for additional offering published by the company on July 30, 2004. After the issuance of additional shares, the total share capital of the company increased from 1252.8 million shares to 1372.8 million shares, including 1018.8 million shares of state-owned legal persons and 354 million shares of the public.
On August 4, 2005, with the approval of the state owned assets supervision and Administration Commission of the State Council “Guo Zi Quan Quan [2005] No. 952”, the pilot of split share structure reform was carried out, which was deliberated and approved by the first extraordinary general meeting of the company in 2005 held on August 15, 2005, and the split share structure reform was carried out on August 18, 2005. The original non tradable shareholder Guangzhou property investment paid 2.8 shares for every 10 shares to the tradable shareholders, On August 22, 2005, all shares of the company had the right to be listed and circulated. After the implementation of the above share offering consideration, the total number of shares of the company will remain unchanged and the share structure will change accordingly. As of August 22, 2005, the total share capital was 205920000 shares, including 1379520000 shares with limited sales conditions, accounting for 66.993% of the total shares, and 679680000 shares with unlimited sales conditions, accounting for 33.007% of the total shares.
According to the split share structure reform plan of Guangzhou Development Group Incorporated(600098) Industrial Holding Group Co., Ltd., the controlling shareholder Guangzhou Industrial Investment Holding Co., Ltd. held 1379520000 tradable shares with limited sales conditions, which were listed and circulated on August 22, 2008.
On September 19, 2011, the state owned assets supervision and Administration Commission of the people’s Government of Guangdong Province issued the reply on the overall listing plan of Guangzhou Development Group Co., Ltd. (Yue Guo Zi Han [2011] No. 740), agreeing that the company would issue no more than 700 million A-Shares to specific objects that do not exceed the specified number and meet the conditions, and the raised funds would not exceed 4.385 billion yuan. On April 28, 2012, the CSRC approved and issued the reply on Approving the non-public development of shares of Guangzhou Development Group Incorporated(600098) Industrial Holding Group Co., Ltd. (zjxk [2012] No. 589), approving the non-public issuance of no more than 700 million new shares by the company. The total number of shares in this non-public offering is 683021806, and the issue price is 6.42 yuan / share, of which Guangzhou industrial investment subscribes 288822071 shares by holding 100% equity of Guangzhou Gas Group Co., Ltd. (hereinafter referred to as “gas group”). The new shares issued this time have gone through the registration and custody procedures in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on July 2, 2012. The new shares issued this time subscribed by Guangzhou industrial investment shall not be transferred for 36 months from the date of issuance, and the new shares issued this time subscribed by other investors shall not be transferred for 12 months from the date of issuance.
The total share capital of the company after the change is 274221806 shares, including 683021806 shares with limited sales conditions, accounting for 24.91% of the total shares, and 205920000 shares with unlimited sales conditions, accounting for 75.09% of the total shares.
On July 2, 2013, the company listed 394199735 restricted tradable shares of its non-public offering in July 2012.
On February 14, 2014, the first extraordinary general meeting of shareholders in 2014 held by the company considered and approved the proposal on share repurchase by centralized bidding transaction. During the repurchase period, the number of shares repurchased by the company is 16025248, accounting for 0.58% of the total share capital. The highest purchase price is 4.90 yuan / share, the lowest price is 4.75 yuan / share, and the total amount paid is about 7825082658 yuan (including commission). Upon application, the company cancelled the repurchased shares in China Securities Depository and Clearing Co., Ltd. on August 18, 2014. The total share capital of the company was changed to 2726196558 shares, including 288822071 shares with limited sales conditions, accounting for 10.59% of the total shares, and 2437374487 shares with unlimited sales conditions, accounting for 89.41% of the total shares.
On July 2, 2015, the company issued non-public shares in July 2012, and the remaining 288822071 restricted shares were listed and circulated.
On July 26, 2019, the company held the second meeting of the eighth board of directors, deliberated and approved the proposal on repurchase of shares of the company by means of centralized bidding transaction. The company plans to use its own funds not less than 400 million yuan (including 400 million yuan) and not more than 800 million yuan (including 800 million yuan) to repurchase shares of the company. The repurchase period is from July 27, 2019 to January 26, 2020. On January 21, 2020, the 11th meeting of the 8th board of directors of the company considered and approved the proposal on the extension of the implementation period of share repurchase of the company, which extended the implementation period of share repurchase for 6 months to July 26, 2020. Except for the extension of the repurchase period, other contents of the repurchase plan remain unchanged. The cumulative number of shares repurchased by the company is 63880274 shares, accounting for 2.34% of the total share capital of the company. The highest transaction price is 6.70 yuan / share, the lowest transaction price is 5.63 yuan / share, and the total transaction amount is 40229027173 yuan.
On June 30, 2021, the company held the 2020 annual general meeting of shareholders to review and approve the 2021 restricted stock incentive plan of Guangzhou Development Group Incorporated(600098) Group Co., Ltd. (Draft) and its summary and the measures for the administration of the implementation of the 2021 A-share restricted stock incentive plan of Guangzhou Development Group Incorporated(600098) Group Co., Ltd., and authorized the board of directors of the company to handle matters related to the 2021 restricted stock incentive plan. On August 30, 2021, the resolution on adjusting the company’s 2021 restricted stock incentive plan and the resolution on agreeing to grant restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan were deliberated and adopted at the 33rd meeting of the eighth board of directors of the company:, All directors of the company unanimously agreed to adjust the list of incentive objects and the grant price of the restricted stock incentive plan in 2021. The number of incentive objects granted was adjusted from 202 to 197, and the grant price was adjusted from 3.99 yuan / share to 3.82 yuan / share; All directors of the company unanimously agreed to determine August 30, 2021 as the grant date of restricted shares, and grant 27259986 restricted shares to 197 incentive objects at the grant price of 3.82 yuan / share. The source of stock granted is Guangzhou Development Group Incorporated(600098) repurchased A-share common stock of the company. After the change, the total number of shares of Guangzhou Development Group Incorporated(600098) is 2726196558, including 27259986 shares with limited sales conditions, accounting for 1.00% of the total shares, and 2698936572 shares with unlimited sales conditions, accounting for 99.00% of the total shares.
On June 30, 2021, Guangzhou Development Group Incorporated(600098) held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company’s 2021 non-public development and issuance of A-Shares and other relevant proposals. On November 8, 2021, with the approval of the reply on the approval of Guangzhou Development Group Incorporated(600098) non-public development of shares (zjxk [2021] No. 3475) issued by the China Securities Regulatory Commission, it is approved that Guangzhou Development Group Incorporated(600098) this non-public offering shall not exceed 817858967 new shares. If the total share capital changes due to the conversion of share capital and other circumstances, the number of this offering may be adjusted accordingly. The 817858967 new shares issued this time have gone through the registration and custody procedures in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on December 31, 2021. The new shares of this issuance subscribed by Guangzhou industrial investment shall not be transferred within 18 months from the date of issuance, and the new shares of this issuance subscribed by other investors shall not be transferred within 6 months from the date of issuance After Guangzhou Development Group Incorporated(600098) change, the total share capital is 3544055525 shares, including 845118953 shares with limited sales conditions, accounting for 23.85% of the total shares, and 2698936572 shares with unlimited sales conditions, accounting for 76.15% of the total shares.
As of December 31, 2021, the company has issued 3544055525 shares in total. The company has obtained a business license with a unified social credit code of 91440101231243173m.
The business scope of the company is to engage in the investment and management of energy (electricity, coal, oil products, natural gas, new energy, renewable energy and other comprehensive energy businesses), energy conservation, environmental protection and other businesses, and the sales of materials, equipment and products related to the above businesses (except for those with special national regulations).
