RNS Number : 2612P Zhejiang Southeast Elec Power Co Ld 21 March 2009
Zhejiang Southeast Electric Power Company Limited
900949
Annual Report 2008
Contents
Section I. Important Notice1
Section II. About the Company2
Section III. Main Accounting Figures and Business Data3
Section IV. Changes in Share Capital and Shareholders6
Section V. Directors, Supervisors and Senior Management10
Section VI. Corporate Governance Structure16
Section VII. Shareholders' General Meetings19
Section VIII. Report of Board of Directors20
Section IX. Report of Supervisory Committee34
Section X. Important Events35
Section XI. Financial Statements46
Section XII. Documents Available for Inspection176
Section I. Important Notice
1. The Board of Directors, the Supervisory Committee, the directors, the supervisors and the senior management of Zhejiang Southeast Electric Power Company Limited (the Company) confirm that there is no false representation, misleading statement or material omission in this report, and that they jointly and severally accept full responsibility for the authenticity, accuracy and completeness of the information contained herein.
2. All the directors of the Company attended the Board meeting.
3. Zhejiang Pan-China Oriental Certified Public Accountants and PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd produced the Auditor's Reports in their standard forms with no reservations.
4. Board Chairman of the Company Mao Jianhong, General Manager Shou Desheng, Chief Accountant Hu Senjian and Manager of Finance Department Yang Xiaodong state with assurance that the financial statements contained herein are true and complete.
Section II. About the Company
|
Registered Name in Chinese
|
浙江东南发电股份有限公司
|
|
Registered Abbreviation of the Chinese Name
|
东南发电
|
|
Registered Name in English
|
Zhejiang Southeast Electric Power Company Limited
|
|
Registered Abbreviation of the English Name
|
ZSEPC
|
|
Legal Representative
|
Mao Jianhong
|
|
About Secretary to Board of Directors
|
|
Name
|
Xia Jinghan
|
|
Contact Address
|
Floor 8-10, Zheneng Tower, 152 Tianmushan Road, Hangzhou, China
|
|
Telephone Number
|
86-571-85774566
|
|
Fax Number
|
86-571-85774321
|
|
E-mail Address
|
webmaster@zsepc.com
|
|
|
|
Registered Address of the Company
|
Floor 22-23, Biao Li Tower, 528 Yanan Road,
Hangzhou, Zhejiang Province, P.R. China
|
|
of the Company
|
Floor 8-10, Zheneng Tower, 152 Tianmushan Road, Hangzhou, China
|
|
Postal Code of Office Location
|
310007
|
|
Website
|
http://www.zsepc.com/
|
|
E-mail Address
|
webmaster@zsepc.com
|
|
Designated Press for Information Release
|
China Securities Journal, Shanghai Securities News, South China Morning Post (Hong Kong), Wen Wei Po (Hong Kong)
|
|
Website for Publication of Annual Reports as designated by the China Securities Regulatory Commission
|
http://www.sse.com.cn/
|
|
Venues for Inspection of the Annual Report
|
The domicile of the Company, Herbert Smith Hong Kong Office and London Office
|
|
About Shares of The Company
|
|
Type of Share
|
Listing Place of Shares
|
Share Name Abbreviation
|
Code of Share
|
Share Name Abbreviation Before Change
|
|
B Share
|
Shanghai Stock Exchange
|
ZSEPC B
|
900949
|
|
|
Global Depository Receipt (GDR)
|
London Stock Exchange
|
ZHEJIANG GDR S
|
0949QLT
|
|
|
Other Related Information
|
|
Initial Registration Date
|
15 May 1997
|
|
Initially Registered Address
|
Fengqi Building, 451 Fengqi Road, Hangzhou, China
|
|
Date of Re-registration
|
8 July 2002
|
|
Re-registered Address
|
Floor 22-23, Biao Li Tower, 528 Yanan Road
|
|
Registration No. of Legal Person Business License
|
Qi Gu Zhe Zong Zi No.002189
|
|
Taxation Registration Number
|
State (Local) Tax Registration No. 330000142943450
|
|
Code of Organization
|
14294345-0
|
|
About Accounting Firms Appointed by the Company
|
|
Name of Domestic Accountant Appointed by the Company
|
Zhejiang Pan-China Oriental Certified Public Accountants
|
|
Address of Domestic Accountant Appointed by the Company
|
Yaojiang Jinding Plaza, 128 Xixi Road, Hangzhou, China
|
|
Name of International Accountant Appointed by the Company:
|
PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd
|
|
Address of International Accountant Appointed by the Company:
|
PricewaterhouseCoopers Center, 202 Hu Bin Road, Shanghai, China
|
Section III. Main Accounting Figures and Business Data
Unit: RMB yuan
|
Item
|
Amount
|
|
Operating Profit
|
-163,053,249.32
|
|
Total Profit
|
-175,819,126.23
|
|
Net Profit Belonging to Shareholders of the Company
|
27,046,056.67
|
|
Net Profit Belonging to Shareholders of the Company After Deducting Non-recurring Gains and Losses
|
-432,294,953.70
|
|
Net Cash Flow Generated from Operating Activities
|
164,525,801.72
|
2. Reconciliation between Accounting Figures Based on Chinese and International Accounting Standards:
(1) Net Profit
Unit: RMB'000 yuan
|
|
Year 2008
|
Year 2007
|
|
Current profit/(loss) as computed based on the Chinese accounting standards
|
(65,395)
|
714,967
|
|
Adjustment based on the international accounting standards
|
|
|
|
（a）Amortization of deferred government subsidy
|
5,814
|
5,817
|
|
（b）Reversal of the income tax payable recognized in previous years
|
-
|
3,768
|
|
（c）Others
|
743
|
-
|
|
Current profit/(loss) as computed based on the international accounting standards
|
(60,324)
|
724,552
|
(2) Shareholders' Equity
Unit: RMB'000 yuan
|
|
31 December 2008
|
31 December 2007
|
|
Current shareholders' equity as computed based on the Chinese accounting standards
|
7,857,512
|
11,945,508
|
|
Adjustment based on the international accounting standards
|
|
|
|
(a) Increase in fair value of available-for-sale financial assets
|
-
|
(133,949)
|
|
（b）Deferred income tax asset
|
12,240
|
47,269
|
|
(c) Deferred government subsidy recognized prior to 1 Jan.2007 not yet fully amortized
|
(52,499)
|
(58,313)
|
|
(d) Others
|
1,700
|
900
|
|
Shareholders' equity as computed based on the international accounting standards
|
7,818,953
|
11,801,415
|
3. Items and Amounts of Non-recurring Gains and Losses
Unit: RMB yuan
|
Items of Non-recurring Gains and Losses
|
Amount
|
Note
|
|
Gains and losses from disposal of non-current assets
|
-6,690,115.86
|
|
|
Government subsidies recorded as current gains and losses (except those in close connection with the Company's normal operations continuously provided in accordance with the government policy and standards)
|
7,256,624.96
|
|
|
Gains and losses from changes in fair values of transactional financial assets and liabilities, and investment returns from disposal of transactional financial assets, liabilities and available-for-sale financial assets, except the effective hedging transactions related to normal operations of the Company
|
516,079,296.91
|
[Note 1]
|
|
Other non-operating income and expenses than the above
|
-5,145,355.72
|
|
|
Other gains and losses in accordance with the definition of non-recurring gains and losses
|
72,600,000.00
|
[Note 2]
|
|
Subtotal
|
584,100,450.29
|
|
|
Less: Impact of Minority shareholders' shares
|
-53,757.59
|
|
|
Impact of corporate income tax
|
127,959,758.21
|
[Note 3]
|
|
Net value of non-recurring gains and losses belonging to shareholders of the Company
|
456,194,449.67
|
|
[Note 1]: The 40 million shares of Industrial Bank, 52.164422 million shares of Merchants Bank and 150 million shares of Bank of Communication previously held by the Company were listed on 5 February, 27 February and 14 May 2008 respectively. As approved in the first interim shareholders' general meeting for 2008, the board of directors authorized the management team to reduce the holding of the above shares when appropriate. In the current period, the Company reduced the shareholding of the Industrial Bank by 3.5 million shares, the Merchants Bank by 10.904422 million shares and the Bank of Communication by 3.76823 million shares, and thus obtained income amounting to RMB 547,367,071.98 yuan. After deducting the cost of RMB 35,560,057.37 yuan, the investment returns amounting to RMB 511,807,014.61 yuan was stated as non-recurring gains and losses.
[Note 2]: The Company received refund of tax amounting to RMB 72,600,000.00 yuan in July 2008, which offset the current income tax. Refer to Paragraph 'X. Other Important Events' in the section entitled 'Important Events' for details. As this transaction is occasional and has no direct connection with the Company's normal operations, the Company identified the gains and losses from this transaction as the non-recurring gains and losses.
[Note 3]: As the donation expenditure of RMB275,600.00 yuan and the expenditure of tax demurrages and penalty of RMB 62,982.54 yuan cannot be paid before tax, and the 'other gains and losses in accordance with the definition of non-recurring gains and losses' amounting to RMB 72,600,000.00 yuan is the refund of the corporate income tax, the impact of corporate income tax is as follows: (584,100,450.29-72,600,000.00＋338,582.54)×25%＝127,959,758.21（yuan）
4. Main Accounting Figures and Financial Indicators in Past Three Years
Unit: RMB yuan
|
Main Accounting Figures
|
Year 2008
|
Year 2007
|
Increase/decrease in current year as against prior year (%)
|
Year 2006
|
|
Operating income
|
7,170,397,363.54
|
6,275,377,315.81
|
14.26
|
6,457,820,984.99
|
|
Total profit
|
-175,819,126.23
|
941,216,375.53
|
-118.68
|
1,138,610,366.18
|
|
Net profit belonging to shareholders of the Company
|
27,046,056.67
|
663,214,614.34
|
-95.92
|
752,968,108.72
|
|
Net profit belonging to shareholders of the Company after deducting non-recurring gains and losses
|
-429,148,393.00
|
676,658,144.42
|
-163.42
|
773,180,823.76
|
|
Basic Earnings per share (yuan/share)
|
0.0135
|
0.3300
|
-95.91
|
0.3746
|
|
Diluted earnings per share (yuan/share)
|
0.0135
|
0.3300
|
-95.91
|
0.3746
|
|
Basic Earnings per share after deducting non-recurring gains and losses (yuan/share)
|
-0.2135
|
0.3366
|
-163.43
|
0.3847
|
|
Diluted yield on net assets (%)
|
0.3624
|
5.7973
|
Decreased by 5.4349%
|
10.42
|
|
Weighted average yield on net assets (%)
|
0.2873
|
7.4643
|
Decreased by 7.1770%
|
11.20
|
|
Diluted yield on net assets after deducting non-recurring gains and losses (%)
|
-5.7497
|
5.9148
|
Decreased by 11.6645%
|
10.70
|
|
Weighted average yield on net assets after deducting non-recurring gains and losses (%)
|
-4.5589
|
7.6156
|
Decreased by 12.1745%
|
11.50
|
|
Net cash flow generated from operating activities
|
164,525,801.72
|
1,606,432,786.17
|
-89.76
|
1,265,921,421.38
|
|
Net cash flow per share generated from operating activities
|
0.08
|
0.80
|
-90.00
|
0.63
|
|
|
End of 2008
|
End of 2007
|
Increase/decrease at end of current year as against prior year (%)
|
End of 2006
|
|
Total assets
|
15,637,758,966.04
|
20,099,914,230.64
|
-22.20
|
13,023,318,085.09
|
|
Owner's equity (or shareholders' equity)
|
7,463,832,556.96
|
11,440,066,867.81
|
-34.76
|
7,226,682,761.28
|
|
Net asset value per share belonging to shareholders of the Company (yuan/share)
|
3.71
|
5.69
|
-34.80
|
3.60
|
Section IV. Changes in Share Capital and Shareholders
There was no change in total number of shares and the share capital structure of the Company in the current reporting period.
2. Issuance and Listing of Shares
(1) Issuance of shares in past three years
No issuance of shares had been conducted in the past three years up to the end of the current reporting period.
(2) Changes in total number of shares and share structure
There was no change in the total number of shares or the share structure of the Company during the current reporting period.
(3) Internal employee shares
The Company has no internal employee share.
3. Profile of Shareholders and De facto Controllers
(1) Number of Shareholders and Shareholding
Unit: Share
|
Total Number of Shareholders at End of This Reporting Period
|
90,177
|
|
Shareholding of Top 10 Shareholders
|
|
Name of Shareholder
|
Nature of shareholders
|
Percentage of Shareholding
|
Total Number of Shares Held
|
Increase/
Decease in Current Period
|
Type of Shares
|
Number of Non-listed Shares Held
|
Number of Shares in Pledge or Freeze
|
|
Zhejiang Provincial Electric Power Development Co.
|
State-owned legal person
|
39.80
|
799,963,200
|
0
|
Non-
listed
|
799,963,200
|
0
|
|
China Huaneng Group
|
State-owned
|
25.57
|
514,036,800
|
0
|
Non-
listed
|
514,036,800
|
0
|
|
NAITO SECURITIES CO., LTD.
|
Foreign legal person
|
0.38
|
7,575,185.00
|
-836,617.00
|
Listed
|
0
|
Unknown
|
|
TOYO SECURITIES ASIA LTD. A/C CLIENT
|
Foreign legal person
|
0.29
|
5,864,436.00
|
-379,114.00
|
Listed
|
0
|
Unknown
|
|
STICHTING PENSLOENFONDS ZORG EN WELZIJN
|
Foreign legal person
|
0.22
|
4,330,990.00
|
1,364,300.00
|
Listed
|
0
|
Unknown
|
|
LSV EMERGING MARKETS EQUITY FUND,L.P.
|
Foreign legal person
|
0.21
|
4,211,266.00
|
0
|
Listed
|
0
|
Unknown
|
|
Zhejiang Bada Company Ltd
|
Domestic non-state-
owned legal person
|
0.20
|
4,000,000.00
|
0
|
Non-
listed
|
4,000,000
|
0
|
|
SHENYIN WANGUO NOMINEES (H.K.) LTD.
|
Foreign legal person
|
0.15
|
2,974,272.00
|
708,100.00
|
Listed
|
0
|
Unknown
|
|
CREDIT SUISSE ZURICH
|
Foreign legal person
|
0.13
|
2,604,000.00
|
2,074,700.00
|
Listed
|
0
|
Unknown
|
|
STICHTING SHELL PENSIOENFONDS
|
Foreign legal person
|
0.10
|
2,074,700.00
|
-251,200.00
|
Listed
|
0
|
Unknown
|
|
Shareholding of Top 10 Holders of Listed Shares
|
|
Name of Shareholder
|
Number of Listed Shares Held
|
Type of Shares
|
|
NAITO SECURITIES CO.,LTD.
|
7,575,185.00
|
B share
|
|
TOYO SECURITIES ASIA LTD. A/C CLIENT
|
5,864,436.00
|
B share
|
|
STICHTING PENSLOENFONDS ZORG EN WELZIJN
|
4,330,990.00
|
B share
|
|
LSV EMERGING MARKETS EQUITY FUND,L.P.
|
4,211,266.00
|
B share
|
|
SHENYIN WANGUO NOMINEES (H.K.) LTD.
|
2,974,272.00
|
B share
|
|
CREDIT SUISSE ZURICH
|
2,604,000.00
|
B share
|
|
STICHTING SHELL PENSIOENFONDS
|
2,074,700.00
|
B share
|
|
AIZAWA SECURITIES CO.,LTD.
|
1,924,650.00
|
B share
|
|
Fei Buqing
|
1,858,890.00
|
B share
|
|
Pan Fumei
|
1,823,705.00
|
B share
|
|
Note on whether the above shareholders have connection or joint action
|
There is no connection or joint action among the holders of the non-listed shares. Apart from that, the Company is unaware whether the shareholders have any connection or joint action.
|
(2) Profiles of Controlling Shareholder and De Facto Controller
Unit: RMB billion yuan
|
Name
|
Legal Representative
|
Registered Capital
|
Date of establishment
|
Principal operating activities
|
|
Zhejiang Provincial Electric Power Development Company
|
Wu Guochao
|
3.30
|
14 March 1992
|
Raising funds for electric power construction, power industry development, generation and sale of unplanned electric power and renovation for energy conservation
|
b. The De facto Controller
Unit: RMB billion yuan
|
Name
|
Legal Representative
|
Registered Capital
|
Date of establishment
|
Principal operating activities
|
|
Zhejiang Provincial Energy Group Corp.
|
Wu Guochao
|
10.00
|
21 March 2001
|
State-authorized operations of the stated-owned assets and stocks of group corporations and enterprises, investment in industrial development and technical consulting services
|
Zhejiang Provincial Electric Power Development Company (ZPEPDC) is a state-owned enterprise under the jurisdiction of Zhejiang provincial government. As approved by Zhejiang Provincial People's Government, the assets of ZPEPDC were wholly transferred to Zhejiang Provincial Energy Group Corp. (ZPEGC), making ZPEPDC a wholly-owned subsidiary of ZPEGC. Thus ZPEGC became the de facto controller of ZSEPC. After being restructured, ZPEPDC's staff and organization were wholly merged into ZPEGC. Therefore, the rights and power of the first largest shareholder of ZSEPC will be exercised directly by ZPEGC.
c. Change in Controlling Shareholder and De facto Controller
The controlling shareholder and the de facto controller of the Company remained unchanged during the current reporting period.
d. Diagram reflecting relationship between ZSEPC and its de facto controller
Zhejiang Provincial State-owned Assets Supervision & Administration Commission
¦
¦100%
¦
ZPEGC
¦
¦100%
¦
ZPEPDC
¦
¦39.80%
¦
ZSEPC
e. Other Legal Person Shareholders Holding more than 10% of the Company's Shares
Unit: RMB billion yuan
|
Name of Shareholder
|
Legal Representative
|
Registered Capital
|
Date of Establishment
|
Principal Operating Activities
|
|
China Huaneng Group (CHNG)
|
Cao Peixi
|
20.000
|
31 March 1989
|
Industrial investment and management; power generation development, investment, construction, operation and management; organization of electric power (heat) production and sales, and engagement in the development, investment, construction, production and sales of the information, transportation, new energies and environmental protection, industries and products
|
Section V. Directors, Supervisors and Senior Management
Unit: share
|
Name
|
Position
|
Sex
|
Age
|
Tenure Start Date
|
Tenure End Date
|
Shareholding at Year Beginning
|
Shareholding at Year End
|
Remuneration Collected from the Company
(in RMB yuan) (Before tax)
|
Whether taking remuneration from shareholder companies or other affiliated companies
|
|
Mao Jianhong
|
Board Chairman
|
Male
|
44
|
28/11/2007
|
The office tenures will end on the date when the succeeding management personnel are appointed.
|
0
|
0
|
0
|
Yes
|
|
Wang Xiaosong
|
Vice Board Chairman
|
Male
|
62
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Zhang Qian
|
Director
|
Male
|
54
|
26/04/2006
|
|
|
0
|
Yes
|
|
Shou Desheng
|
Director, General Manager
|
Male
|
51
|
26/04/2006
|
0
|
0
|
440,511
|
No
|
|
Cao Lu
|
Director
|
Male
|
43
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Wang Lina
|
Director
|
Female
|
45
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Sun Weiheng
|
Director
|
Male
|
46
|
26/04/2006
|
0
|
0
|
430,641
|
No
|
|
Liu Ranxing
|
Director
|
Male
|
46
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Xing Junjie
|
Director
|
Male
|
50
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Li Hua
|
Director
|
Female
|
50
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Chen Jimin
|
Independent Director
|
Male
|
65
|
27/04/2007
|
|
|
63,235
|
No
|
|
Yao Xianguo
|
Independent Director
|
Male
|
55
|
26/04/2006
|
0
|
0
|
63,235
|
No
|
|
Huang Dongliang
|
Independent Director
|
Male
|
53
|
26/04/2006
|
0
|
0
|
63,235
|
No
|
|
Qian Zhongwei
|
Independent Director
|
Male
|
70
|
26/04/2006
|
0
|
0
|
63,235
|
No
|
|
Mao Fugen
|
Independent Director
|
Male
|
45
|
26/04/2006
|
0
|
0
|
63,235
|
No
|
|
Huang Lixin
|
Chairman of Supervisory Committee
|
Male
|
42
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Hu Xing'er
|
Supervisor
|
Male
|
52
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Shi Jiwen
|
Supervisor
|
Male
|
42
|
28/11/2007
|
0
|
0
|
0
|
Yes
|
|
Chen Xi
|
Supervisor
|
Male
|
36
|
26/04/2006
|
0
|
0
|
0
|
Yes
|
|
Huang Huafen
|
Supervisor
|
Female
|
48
|
11/11/2007
|
|
|
|
286,139
|
No
|
|
Huang Guanlin
|
Supervisor
|
Male
|
50
|
26/04/2006
|
|
0
|
0
|
307,469
|
No
|
|
Jiang Pingzhou
|
Supervisor
|
Male
|
53
|
26/04/2006
|
0
|
0
|
323,378
|
No
|
|
Wu Yaozhong
|
|
Male
|
60
|
26/04/2006
|
0
|
0
|
404,511
|
No
|
|
Xia Jinghan
|
Deputy General Manager, Secretary to Board of Directors
|
Female
|
39
|
26/04/2006
|
0
|
0
|
369,168
|
No
|
|
Huang Zuping
|
Secretary of Disciplinary Inspection Committee, Director of Trade Union Committee
|
Male
|
48
|
18/04/2007
|
0
|
0
|
306,205
|
No
|
|
Hu Senjian
|
Chief Accountant
|
Male
|
53
|
26/04/2006
|
0
|
0
|
336,408
|
No
|
|
Total
|
/
|
/
|
/
|
/
|
0
|
0
|
3,520,430
|
/
|
Main work experience of the directors, supervisors and senior management personnel in the past five years:
Mao Jianhong, currently working as Deputy General Manager of ZPEGC, formerly working as Assistant General Manager of ZPEGC
Wang Xiaosong, currently working as Advisor of CHNG, formerly working as Deputy General Manager and Vice Board Chairman of Huaneng International Electric Power Corp., Deputy General Manager of Huaneng |
