TigerResearch/tigerbot-earning-plugin huggingface dataset:
suspend the transfer of shares with interests in Guangdong Expressway, and submit the written application for suspension of transfer and the stock account to the Board of Directors of Guangdong Expressway within two trading days after receiving the notice of filing inspection, and the Board of Directors of Guangdong Expressway will apply for locking on behalf of the Company to the stock exchange and the registration and clearing company; If the
application for locking is not submitted within two trading days, the Board of Directors of Guangdong Expressway is authorized to directly submit the
identity information and account information of the Company to the stock exchange and the registration and clearing company after verification and
apply for locking; If the Board of Directors of Guangdong Expressway fails to submit the Company's identity information and account information to the
stock exchange and the registration and clearing company, the stock exchange and the registration and clearing company are authorized to directly lock the relevant shares. If the investigation results show that there are violations of laws and regulations, the Company promises to lock in shares and use them voluntarily for compensation arrangements of relevant investors. 4. The
Company shall bear individual and joint legal responsibilities for the
authenticity, accuracy and completeness of the information provided or disclosed for this exchange. In case of any loss caused to Guangdong
Expressway or investors due to violation of the above commitments, the
Company will bear corresponding liability for compensation according to law.
Commitment on fulfilling filling
measures to dilute immediate reward
1. It will not interfere with the business activities of Guangdong Expressway beyond authority, and will not encroach on the interests of Guangdong
Expressway. 2. In case of any loss caused to Guangdong Expressway or
investors due to violation of the above commitments, the Company will bear corresponding liability for compensation according to law.
Commitment on land and real
estate of Guanghui Expressway
1. The land occupied and used by Guangzhou-Huizhou Expressway with a total area of 3,732,185.08 square meters has not yet obtained the ownership certificate. The Company undertakes that: (1) The ownership of the land use right of the above-mentioned land is clear with no dispute, and Guangzhou- Huizhou Expressway can legally occupy and use the above-mentioned land;
(2) Guangzhou-Huizhou Expressway will continue to effectively occupy and use the relevant land before the ownership certificate is obtained, and will not be materially adversely affected thereby; (3) After the completion of this
transaction, if Guangdong Expressway suffers losses as a shareholder of
Guangzhou-Huizhou Expressway, for losses suffered because Guangzhou- Huizhou Expressway occupies and uses the above-mentioned land without
ownership certificate, or engages in engineering construction on such land, the Company will bear the actual losses suffered by Guangdong Expressway. 2. The land occupied and used by Guangzhou-Huizhou Expressway with a total area of 12,324,867.92 square meters is currently registered under the name of Guangdong Changda Highway Engineering Co., Ltd. (now renamed as "Poly Changda Engineering Co., Ltd.", hereinafter referred to as "Changda
Company"), of which 8,799,336.79 square meters of land has obtained the
ownership certificate, and the other 3,525,531.13 square meters of land has not yet obtained the ownership certificate. The Company promises that after the completion of this transaction, if Guangdong Expressway suffers losses as a shareholder of Guangzhou-Huizhou Expressway and because Guanghui
Expressway occupies and uses the land registered under the name of Changda Company, the Company will bear the actual losses suffered by Guangdong Expressway. 3. The property ownership certificate has not been obtained for the property with a total area of 72,364.655 square meters occupied and used by Guangzhou-Huizhou Expressway. The Company promises that: (1) The ownership of the above-mentioned property without ownership certificate
currently used by Guanghui Expressway is clear with no dispute, and
Guangzhou-Huizhou Expressway can legally occupy and use the above- mentioned property; (2) Guangzhou-Huizhou Expressway will continue to
effectively occupy and use the above-mentioned property before the property ownership certificate is obtained, and will not be materially adversely affected;
(3) After the completion of this transaction, if Guangdong Expressway suffers losses as a shareholder of Guangzhou-Huizhou Expressway and because
Guangzhou-Huizhou Expressway occupies and uses the above-mentioned property without relevant property ownership certificate, the Company will bear the actual losses suffered by Guangdong Expressway.
Guangdong Guanghui Expressway Co., Ltd.
Shenzhen Stock Exchange, ensure the authenticity, accuracy and completeness of such information, and guarantee that there are no false records, misleading statements or major omissions. 4. The Company shall bear individual and joint legal responsibilities for the authenticity, accuracy and completeness of the
Communication Group Co., Ltd
Other commitment
In order to promote the smooth progress of the issue of shares, the cash
purchase of assets and the raising of matching funds (hereinafter referred to as"the major asset restructuring") approved by Guangdong Expressway
Development Co., Ltd. at its second extraordinary shareholders' meeting in2015, with regard to all the land and real estate (hereinafter referred to as
"relevant land and real estate") owned by Guangdong Fokai Expressway Co.,
27,2019
It continued to push forward the progress of accreditation, and completed the registration
Ltd. (hereinafter referred to as "Fokai Company") and Jingzhu Expressway Guangzhu Section Co., Ltd. (hereinafter referred to as "Guangzhu East
Company") without ownership certificates (hereinafter referred to as "relevant land and real estate") disclosed in the report of Guangdong Expressway
Development Co., Ltd. on issuing shares and paying cash to purchase assets
and raising matching funds and related transactions, the company undertook to urge Fokai Company and Guangzhu East Company to go through the
ownership registration formalities according to the following plan under the condition that it is conducive to safeguarding the rights and interests of listed companies; Continued to push forward the progress of accreditation, and completed the registration procedures of relevant land and real estate
ownership within three years after the relevant policies were clear and the relevant land and real estate met the conditions for handling the registration
procedures of ownership, in accordance with the relevant laws and regulations and the requirements of the competent government departments.
procedures of relevant land and real estate ownership within three years after the relevant
policies were clear and the relevant land and real estate met the
conditions for handling the registration procedures of ownership, in accordance with the
relevant laws and regulations and the
requirements of the competent government departments
Completed on time(Y/N)
2.The existence of the company's assets or projects earnings forecasts and earnings reporting period is still in the forecast period, the company has assets or projects meet the original profit forecast made and the reasons explained
Earnings forecast asset or project name
Forecast start time
Forecast end time
Current forecast performance(RMB 10,000)
Current Actual
performance(RMB 10,000)
Reasons for not meeting the forecast(if
applicable)
Original forecast disclosure date
Original forecast disclosure index
Guanghui Expressway Co., Ltd.
February1,2020
December31,2022
299,926.57 277,077.89
The impact of the Public health events and other factors
November26,2020
www.cninfo. com.cn
Commitments made by the company’s shareholders and counterparties in the reporting year’s operating performa nce
(1) Content of profit compensation commitment
In 2020, the Company acquired the 21% equity of Guangdong Guanghui Expressway Co., Ltd held by Guangdong Expressway Co., Ltd (hereinafter referred to as "Guangdong Expressway") in cash (hereinafter
referred to as the "Transaction"). The company signed the Profit Compensation Agreement with the provincial
expressway, and predicted the profit of the target asset Guanghui Company in the next three years (2020 - 2022):
Profit forecast subject
Committed net profit (’0000 yuan)
Three years of accumulation
Guanghui Company 65,247.75 111,258.73 123,420.09 299,926.57
Guangdong Expressway promised that if the cumulative net profit realized by Guanghui Company at the end of any fiscal year during the profit compensation period (2020-2022) after deducting non-recurring profits and losses does not reach the cumulative net profit of the above commitment, the Guangdong Expressway Company shall compensate in cash annually according to the amount determined in the Profit Compensation Agreement. The specific compensation amount is as follows:
Current compensation amount by performance commitment = (cumulative forecast net profit as of the end of the current period - cumulative realized net profit as of the end of the current period) ÷sum of the predicted net
profit for each year during the compensation period×the transaction price of the underlying asset - the cumulative compensation amount paid by Guangdong Expressway.Where the compensation amount calculated in each year is less than 0 yuan, the value of 0 yuan is taken, and the amount that has been compensated shall not be written back.
(2) The fulfillment of the profit compensation commitment
In 2020, Guanghui Company achieved a net profit of 780,305,000 yuan, and the net profit after deducting non-recurring profits and losses was 769,232,600 yuan; the actual profit was 116,755,100 yuan more than the profit forecast of 652,477,500 yuan, thus the completion rate to the profit forecast was 117.89%.
In 2021, Guanghui Company achieved a net profit of 1,111,564,500 yuan, and the net profit after deducting non-recurring profits and losses was 1,105,444,400 yuan; the actual profit was 7,142,900 yuan less than the profit forecast of 1,112,587,300 yuan, thus the completion rate to the profit forecast was 99.36%. As of the end of the2021 fiscal year, the cumulative net profit (excluding non-recurring profit and loss) for the two years was
1,874,677,000 yuan, which was 109,612,200 yuan more than the cumulative profit forecast of 1,765,064,800 yuan, thus the completion rate to profit forecast was 106.21%.
In 2022, Guanghui Company achieved a net profit (excluding non-recurring profit and loss) of 916,307,300
yuan. The actual profit was 317,893,600 yuan less than the profit forecast of 1,234,200,900 yuan.
As of the end of 2022, Guanghui Company 's three-year cumulative net profit (excluding non-recurring profit and loss) was 2,770,778,900 yuan, which was 228,486,800 yuan less than the three-year cumulative profit forecast of
2,999,265,700 yuan, thus the completion rate to profit forecast was 92.38%.
Unit: 0000 yuan
The number of profit forecast The number of actual profit Difference Cumulative difference
2020 65,247.75 76,923.26 11,675.51 11,675.51
2021 111,258.73 110,544.44 -714.29 10,961.22
2022 123,420.09 89,610.19 -33,809.90 -22,848.68
(3) The reason for the difference between Guanghui Company's actual profit and profit forecast
In 2022, the Guanghui Expressway continued to be affected by the multi-point spread of the Public health
events in Guangdong Province, and the local Public health events prevention policies restricted the cross-regional movement of people and vehicles, which had a significant negative impact on the toll revenue of expressways. Especially in the fourth quarter, with the aggravation of the Public health events in Guangzhou and the State
Council's request for a 10% reduction in truck tolls in toll roads in the fourth quarter of 2022, the toll revenue of Guanghui Expressway experienced a further decline. The combination of multiple factors led to a sharp YOY decline in toll revenue of Guanghui Expressway in 2022.
The traffic volume, toll revenue and YOY changes of Guanghui Expressway in 2022 are shown in the following table:
Unit: '0000 vehicles, '0000 yuan
Traffic volume in 2022 Tolls revenue in 2022
Data by month YOY growth rate Data by month YOY growth rate
January 691.34 -0.98% 17,601.64 -5.85%
February 511.28 11.81% 11,331.31 6.70%
March 548.61 -26.77% 14,505.45 -29.43%
April 557.68 -20.90% 12,926.71 -23.53%
May 620.62 -13.55% 14,591.43 -18.63%
June 680.30 20.99% 17,084.84 18.13%
July 776.41 -2.07% 19,721.69 -2.23%
August 766.88 2.66% 19,706.32 -0.88%
September 705.77 -5.53% 17,665.73 -11.96%
October 613.17 -8.11% 12,018.71 -20.69%
November 519.07 -30.10% 12,268.82 -40.55%
December 559.52 -21.03% 13,699.28 -21.92%
Total 7,550.65 -8.98% 183,121.92 -13.87%
(4).Measures taken by the Company
In line with the attitude of being responsible to the listed company and all investors, the Company will, in accordance with the provisions of the Profit Compensation Agreement, negotiate matters related to the performance commitment with the party responsible for profit compensation upon the actual situation of Guanghui Company's performance affected by the Public health events, and then will submit the plan to the Company's board meeting and the shareholders' general meeting for deliberation in a timely manner after negotiation.
Completion of performance commitment and its impact on goodwill impairment test. None.
II. Particulars about the non-operating occupation of funds by the controlling shareholder
III. Illegal provision of guarantees for external parties
IV. Explanation of the Board of Directors on the latest "Non-standard Audit Report"
V. Notes for “non-standard audit report”of CPAs firm during the Reporting Period by board of directors and supervisory board
VI. Explain change of the accounting policy, accounting estimate and measurement methods as compared with the financial reporting of last year.
VII.Explain change of the consolidation scope as compared with the financial reporting of last year.
During the Reporting Period, the Company transferred the 100% equity of Guangdong Expressway Technology Investment Co., Ltd-a wholly-owned subsidiary-to Guangdong Litong Technology Investment Co., Ltd, with the equity delivery date of March 29, 2022, therefore it was no longer included in the scope of consolidated financial statements at the end of the reporting period.
VIII. Engagement/Disengagement of CPAs
CPAs currently engaged
Name of the domestic CPAs
Yong Tuo Certified Public Accountants (Special General Partnership)
Remuneration for domestic accounting firm (Ten thousands yuan) 125.2 Successive years of the domestic CPAs offering auditing services 3 years
Name of CPA Shi Shaoyu, Huang Zhiyan Continuous years of audit services of certified public accountants of domestic
public accounting firms
Name of the Overseas CPAs(If any None Remumeration for overseas accounting firm (Ten thousands yuan)(If any)0 Successive years of the overseas CPAs offering auditing services(If any)None Name of CPA(If any)None Continuous years of audit services of certified public accountants of overseas
public accounting firms(if any)
Has the CPAs been changed in the current period□Yes √No
A detailed explanation of the change of employment and accounting firm√Applicable □Not applicable
On March 15, 2022, the "Proposal on Hiring the Internal Control Audit Agency for 2022" was approved in the 27th meeting of the ninth session of the board of directors, and it agreed that the Company will continue to hire Yongtuo Accounting Firm (LLP) as the internal control auditor for 2022. On May 17, 2022, the "Proposal on Hiring the Internal Control Audit Agency for 2022" was approved in the Company's 2021 Annual General Meeting of Shareholders.
IX. Situation of Facing Listing Suspension and Listing Termination after the Disclosure of the Yearly Report
X. RelevantMatters of Bankruptcy Reorganization
XI.Matters of Important Lawsuit and Arbitration
XII. Situation of Punishment and Rectification
XIII. Credit Condition of the Company and its Controlling Shareholders and Actual Controllers
XIV.Material related transactions
1. Related transactions in connection with daily operation□Applicable √Not applicable
2. Related-party transactions arising from asset acquisition or sale□Applicable √Not applicable
3. Related-party transitions with joint investments□Applicable √Not applicable
4. Credits and liabilities with related parties□Applicable √Not applicable
5. Transactions with related finance company, especially one that is controlled by the Company√Applicable □Not applicable
Deposit business
Related party Relationship Maximum
daily deposit limit(10,000)
Deposit interest rate range
Beginning balance(10,000)
The amount of this period
Ending balance(10,000)
Total deposit amount(10,000 )
Total amount is withdrawn for this
period(10,000 )
Guangdong Communicati ons Group Finance Co., Ltd
Controlled by the same parent
0.35%-2.85%
152,373.48 736,897.41 649,874.28 239,396.61
Loan business
Related party Relationship
Loan limit(10,000)
Loant
interest rate range
Total loan amount of the current period(10,000)
repayment amount of the current period(10,000)
400,000
2.95%-3.40%
20,022.92 44,485.42 1,649.01 62,859.33
Credit extension or other financial services
Related party Relationship Business type Total amount
(10,000)
Actual amount incurred(10,000)
Guangdong Communications Group Finance Co., Ltd
Controlled by the same parent company
Credit extension 220,000 63,000
6. Transactions between the financial company controlled by the Company and related parties□Applicable √Not applicable
There is no deposit, loan, credit or other financial business between the financial company controlled by the Company and related parties.
7. Other significant related-party transactions√Applicable □Not applicable
1. The "Proposal on the Transfer of 100% Equity of the Wholly-owned Subsidiary-Guangdong Expressway Technology Investment Co., Ltd”was reviewed and approved in the 27th meeting of the ninth board of directors of the Company. It’s agreed that the Company will transfer 100% of the equity of Guangdong Expressway Technology Investment Co., Ltd to Guangdong Litong Technology Investment Co., Ltd by means of non-public agreement transfer based on the asset evaluation results that have been filed as the pricing basis. The transfer price is 50,623,900 yuan. It’s authorized the management team of the Company to handle matters related to this equity transfer.
2. The "Proposal on the Company's Expected Routine Connected Transactions in 2022" was reviewed and approved in the twenty-seventh meeting of the ninth board of directors of the Company, and agreed to the Company's headquarters, branches and wholly-owned and controlled subsidiaries’expected routine connected transactions in 2022, with the transaction amount totaled in 69,034,100 yuan.
3.The " Proposal Beijing-Zhuhai Expressway Guangzhu Section Co., Ltd.'s Application for an Entrustment Loan of 500 million yuan from Guangdong Communication Group Co., Ltd."The website to disclose the interim announcements on significant related-party transactions was reviewed and approved in the 4th meeting of the Tenth board of directors of the Company, and it agreed that the holding subsidiary-Beijing-Zhuhai Expressway Guangzhu Section Co., Ltd applies for an entrusted loan from Guangdong Communication Group Co., Ltd., with the amount is not more than 500 million yuan , the loan term is 1 year and the interest rate is not higher than 1 year LPR and it adjusts quarterly, which will be used to replenish liquidity and repay all debts ( including shareholder entrusted loans).
The website to disclose the interim announcements on significant related-party transactions
Description of provisional announcement
Date of disclosing provisional
Description of the website for disclosing provisional announcements
Announcement of related party transaction March 16,2022 www.cninfo.com.cn Estimates announcement of the Daily
Related Party Transaction of 2022
March 16,2022 www.cninfo.com.cn
Announcement of related party transaction November 18,2022 www.cninfo.com.cn
XV. Significant contracts and execution
1.Entrustments, contracting and leasing
(1)Entrustment
No such cases in the reporting period.
(2)Contracting
(3)Leasing
2.Significant Guarantees
3.Situation of Entrusting Others forManaging Spot Asset
(1)Situation of Entrusted Finance□Applicable √Not applicable None
(2)Situation of Entrusted Loans
4. Other significant contract□Applicable √Not applicable
XVI. Explanation on other significant events
The Proposal on Increasing Capital to Beijing-Zhuhai Expressway Guangzhu Section Co., Ltd. to Invest in the Reconstruction and Expansion Project of Nansha-Zhuhai Section of Guangzhou-Macao Expressway was reviewed and approved in the 2nd meeting of the Tenth board of directors of the Company, It’s agreed that the Company shall take the estimated investment amount of 15.425 billion yuan of this project approved by the Development and Reform Commission of Guangdong Province as the basis, and the capital is 35% of the estimated investment amount after excluding the expenses borne by the government, and the company shall bear the capital contribution of about 3.414 billion yuan according to the shareholding ratio, which shall be subject to the final settlement price of the project.
Date of disclosing provisional announcement
Announcement of Resolutions of the Second
(Provisional)Meeting of the Ten Board of Directors
2022-10-22 www.cninfo.com.cn
Announcement on External Investment 2022-10-22 www.cninfo.com.cn
XVII. Significant event of subsidiary of the Company
Guangdong Provincial Expressway Development Co., Ltd received the informal letter No. 24-[2022] Yue Transportation Operation-"Notice of the Department of Transportation of Guangdong Province on Issues Concerning the Expiration of Toll Collection of Guangfo Expressway" issued by Guangdong Provincial Department of Transportation", with the main content as follows:
1. Guangfo Expressway shall stop toll collection from 0:00 on March 3, 2022, retain the existing toll facilities and operate as usual in a zero-rate manner, exempt vehicle tolls for all vehicles passing this road section, and collect vehicle tolls on behalf for other road sections.
2. After the toll collection is stopped, Guangfo Expressway Co., Ltd shall continue to be responsible for the management and maintenance of Guangfo Expressway.
Guangfo Expressway Co., Ltd is a holding subsidiary to the Company, and the Company holds 75% of its equity. The Company and Guangfo Company will conduct timely inspection, maintenance and management of Guangfo Expressway and its ancillary facilities, as well as communication, monitoring, network toll collection and other systems in strict accordance with the national and provincial standards and specifications, thus to ensure that they are in good technical conditions and to ensure the order of network toll collection operation. It will do a good job in traffic flow monitoring and traffic guidance after the toll collection of Guangfo Expressway is stopped, and will provide high-quality services for passing vehicles and personnel.
Notice on Issues Concerning the Expiration of Toll Collection of Guangfo Expressway
Date of disclosing
provisional announcement
2022-02-23 www.cninfo.com.cn
VII. Change of share capital and shareholding of Principal Shareholders
I. Changes in share capital
1. Changes in share capital
In shares
Before the change Increase/decrease(+,-)After the Change Amount Proporti
Share allot ment
Bonu s
Capitalizati on of common reserve fund
Other Subtotal Quantity
Proporti on
1.Shares with conditional subscription
439,254,717 21.01% -421,322
-421,322
438,833,395 20.99%
1.State-owned shares
410,105,738 19.61% 410,105,738 19.61%
2.State-owned legal person shares
21,712,738 1.04% 21,712,738 1.04%
3.Other domestic shares
7,436,241 0.36% -421,322
7,014,919 0.34%
Including : Domestic
Legal person shares
6,863,511 0.33% -319,575
-319,575
6,543,936 0.31%
natural person shares
572,730 0.03% -101,747
-101,747
470,983 0.02%
4.Foreign shares
0 0.00% 0 0.00%
Including: Foreign legal person shares