Company code: 600900                                     Company abbreviation: CYPC 

 

 

 

 

 

 

 

China Yangtze Power Co., Ltd.

2022 Annual Report

 

 

 

 

 

 

 

 


 

Important Notes

I. The Board of Directors and Board of Supervisors, as well as directors, supervisors, and senior executives of the Company guarantee that the present annual report is true, accurate, and complete in contents without the existence of false records, misleading statements, or major omissions, and undertake the individual and joint legal responsibilities therefore.

II. For the purposes of the United Kingdom's Financial Conduct Authority's Transparency Rule 4.1.12(3), each Director of the Company (whose names and functions are listed on pages [39] to [41]), to the best of his or her knowledge, confirms that: the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and the management report (being this annual report, excluding the financial statements referred to above and the independent auditor's report thereon ) includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face."

III. Da Hua Certified Public Accountants (Special General Partnership) has provided the Company with a standard and unqualified auditor��s report.

IV. Lei Mingshan, the Company responsible person, Zhan Pingyuan, the person in charge of accounting work, and Zhang Na, the leading member of the accounting body (accountant in charge) guarantee the truth, accuracy, and integrity of financial report in the annual report.

V. Profit Distribution Plan or Capital Reserves Share Capitalization Plan for the reporting period, adopted by the Board of Directors via resolution. China Yangtze Power Co., Ltd.

In 2022, the net profit attributable to the owners of the parent company from the merged entity was RMB 21,309,033,980.94. The company plans to distribute the profits according to the following principles:

1. Distribution was made in accordance with the statutory order prescribed in the Company Law, the Company's Articles of Association, and the Company's Accounting Policies and Accounting Estimates.

2. According to the "Report on the Issuance of Shares and Payment of Cash to to Purchase Assets and Raise Subscription Funds and the Related Party Transaction by China Yangtze Power Co., Ltd."��

(1)  The profits generated by Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. during the transition period (from February 1, 2022 to December 31, 2022) shall be enjoyed by China Three Gorges Corporation, Yangtze Three Gorges Investment Management Co., Ltd., Yunnan Energy Investment Group Co., Ltd., and Sichuan Energy Investment Group Co., Ltd. in proportion to their respective equity holdings of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

(2)  The undistributed profits accumulated before the issuance of shares to raise supporting funds shall be jointly enjoyed by the old and new shareholders of the listed company according to their respective shareholding ratios. However, China Three Gorges Corporation, Yunnan Energy Investment Group Co., Ltd., and Sichuan Energy Investment Group Co., Ltd. shall not enjoy the profits available for distribution to shareholders that the company realized during the transition period.

3. The specific profit distribution plan for 2022 is as follows:

(1)  As the statutory accumulated public reserve funds of the company have reached 50% of the registered capital, no more provision will be made this year.

(2)  No arbitrary public reserve funds will be provided this year.

(3)  Distribute dividends to shareholders:

a. For the net profit attributable to the owners of the parent company from the merged entity realized from February 1, 2022 to December 31, 2022, RMB 20,092,277,840.10 will be distributed to shareholders who have the right to receive dividends in proportion to their respective shareholdings. That is, the cash dividend of RMB 8.533 (including tax) per 10 shares will be distributed to the old shareholders who held 22,741,859,230 shares before the asset acquisition and the 804,436,061 shares issued to 19 specific objects through the issuance of shares to raise supporting funds. China Three Gorges Corporation, Yunnan Energy Investment Group Co., Ltd., and Sichuan Energy Investment Group Co., Ltd. shall not enjoy the aforementioned cash dividend.

b. For the net profit attributable to the owners of the parent company from the merged entity realized from January 1, 2022 to January 31, 2022, RMB 1,216,756,140.84 will be retained for distribution in future years.

(4)  After the completion of this profit distribution, the undistributed profits will be retained for distribution in future years. There will be no capital reserve fund conversion to increase share capital in 2022.

 

VI. Forward-looking Risk Statement

�� Applicable □ Inapplicable

Such forward-looking statements as the future plan and development strategy involved in this report would not constitute any real commitment. Investors were hoped to pay attention to investment risks, please.

VII. Did it exist that the controlled shareholders and their related parties occupy funds non-operationally?

No

VIII. Did it exist that the security was given externally in violation of the stipulated decision-making process?

No

IX. Did it exist that more than half of the directors are unable to guarantee the authenticity, accuracy, and completeness of the Annual Report disclosed by the Company?

No

X. Major Risk Warning

The Company had already elaborated on possible risks in this report. Please refer to the related contents in ��VI. Discussion and Analysis on the Company Future Development�� of Section III Discussion and Analysis of the Management.

XI. Miscellenaous

□ Applicable �� Inapplicable


Contents

Section I Definitions

Section II Company Profile and Major Financial Indexes

Section III Discussion and Analysis by Management

Section IV Corporate governance

Section V Environmental and Social Responsibility 63

Section VI Important Matters

Section VII Changes in Shares and Shareholders

Section VIII Preferred Shares 96

Section IX Relevant Information of Corporate Bonds 98

Section X  Financial Report 125

 

 

 

List of Documents     Available for Inspection

Financial statements signed and sealed by the Chairman of the Company, CFO, and person in charge of the accounting institution.

The original copy of the auditor��s report sealed by the accounting firm and sealed and signed by certified public accountants.

Originals of all documents and announcements which have been publicly disclosed in the newspapers specified by CSRC during the current reporting period.

 

 


Section I Definitions

I. Definitions

In the Report, unless otherwise indicated in meanings, the following words and expressions had implications as follows:

Paraphrasing of everyday expressions

SASAC

Refer(s) to

State-owned Assets Supervision and Administration Commission of the State Council

CSRC

Refer(s) to

China Securities Regulatory Commission

CEC

Refer(s) to

China Electricity Council

CTG

Refer(s) to

China Three Gorges Corporation

Companies, the Company and CYPC

Refer(s) to

China Yangtze Power Co., Ltd.

Three        Gorges Finance

Refer(s) to

Three Gorges Finance Co., Ltd.

Three Gorges Capital

Refer(s) to

Three Gorges Capital Holdings Co., Ltd.

Three        Gorges Development

Refer(s) to

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

Yunchuan Company

Refer(s) to

Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

CYPC Capital

Refer(s) to

CYPC Capital Holding Co., Ltd.

CYPC International

Refer(s) to

China Yangtze Power International (Hong Kong) Co., Ltd.

Three Gorges Power

Refer(s) to

Three Gorges Power Co., Ltd.

LDS Company

Refer(s) to

Luz del Sur S.A.A, a Peruvian company of power distribution and sales

Yangtze Andes

Refer(s) to

Yangtze Andes Holding Co., Limited

SCEI

Refer(s) to

Sichuan Energy Industry Investment Group Co., Ltd.

YEIG

Refer(s) to

Yunnan Provincial Energy Investment Group Co., Ltd.

GDR

Refer(s) to

Global Depository Receipts

Section II Company Profile and Major Financial Indexes

I. Company Information

Chinese name of the Company

China Yangtze Power Co., Ltd.

Abbreviation of Chinese name

CYPC

Name of the Company

China Yangtze Power Co., Ltd.

Abbreviation of company name

CYPC

Legal Representative of the Company

Lei Mingshan

 

II. Contact and Contact Information

 

Board secretary

Securities representative

Full name

Xue Ning

Yuan Haiying

Contact address

22th Floor, Focus Place B, 19 Financial Street, Xicheng District, Beijing

22th Floor, Focus Place B, 19 Financial Street, Xicheng District, Beijing

Tel.

010-58688900

010-58688900

Fax

010-58688898

010-58688898

E-mail

[email protected]

[email protected]

 

III. A Brief Introduction to Basic Information

Company registered address

Tower B, No. 1 Yuyuantan South Road, Haidian District, Beijing

Historical changes in the        Company's registered address

Primarily registered address on November 4, 2002: No. 25, Guangqumen Inner Avenue, Chongwen District, Beijing; Changed registered address on February 3, 2004: Tower B, Focus Place, No. 19, Financial Street, Xicheng District, Beijing; Changed registered address on August 11, 2010: Tower B, No. 1 Yuyuantan South Road, Haidian District, Beijing;

Company business address

Tower B, Focus Place, No. 19, Financial Street, Xicheng District, Beijing; Tower B, No 1 Yuyuantan South Road, Haidian District, Beijing

Zip code of Company

100033

business address

https://www.cypc.com.cn

Company website

[email protected]

 

IV. Information Disclosure and Place for Preparation

Media name and website on which the Company discloses its annual report

China Securities Journal (www.cs.com.cn), Shanghai     Securities News (www.cnstock.com), Securities Times  (www.stcn.com)

Stock exchange website where the   Company discloses its annual report

http://www.sse.com.cn

Place for preparing the annual report

Room 2215, Focus Place B, 19 Financial Street, Xicheng District, Beijing

 

V. Stock Profile/Depository Receipts

Stock Profile

Type of stock/depository receipts

Stock exchange on

which the shares are

listed

Stock abbreviation

Security code

A-shares

Shanghai Stock Exchange

CYPC

600900

GDR

London Stock

Exchange

China Yangtze Power

Co., Ltd.

CYPC

 

 

VI. Other Related Information

Certified Public Accountants (domestic) engaged by the Company

Name

Da Hua Certified Public Accountants (Special General Partnership)

Office address

9/F, Building 7, No. 16, Xisihuan Zhonglu,    Haidian District, Beijing

Names of the accountants as signatories

Hao Lijiang and Shen Yanbo

 

VII. Principal Accounting Data and Financial Index in the Recent Three Years

(I) Principal Accounting Data

Unit: yuan Currency: RMB

Principal accounting data

2022

2021

Increase & decrease in this period over the same period of last year (%)

2020

Operating revenues

52,060,482,557.85

55,646,253,991.83

-6.44

57,783,367,039.83

Net profit attributable to shareholders of the Listed Company

21,309,033,980.94

26,272,998,503.24

-18.89

26,297,890,222.70

Net profit attributable to shareholders of the Company net of non-recurring profit or loss

21,392,344,535.58

24,141,419,619.03

-11.39

26,175,647,473.85

Net cash flows from operating activities

30,912,732,230.12

35,732,461,733.26

-13.49

41,036,864,400.40

 

End of 2022

End of 2021

Increase & decrease at the end of this period over the end of the same period of last year (%)

End of 2020

Net assets attributable   to shareholders of the Listed Company

185,488,250,616.82

181,063,819,486.27

2.44

172,118,146,991.60

Total assets

327,268,285,047.33

328,563,281,639.20

-0.39

330,827,096,559.03

 

(II) Principal Financial Indexes

Principal financial indexes

2022

2021

Increase & decrease in this period over the same period of last year (%)

2020

Basic earnings per share (RMB/share)

0.9370

1.1553

-18.89

1.1853

Diluted earnings per share (RMB/share)

0.9370

1.1553

-18.89

1.1853

Basic earnings per share net of non-recurring profit and loss (RMB/share)

0.9407

1.0615

-11.39

1.1798

Weighted average ROE (%)

11.73

14.92

Decreased by 3.19%

16.71

Weighted mean ROE (%) net of non-recurring profits and losses

11.77

13.71

Decreased by 1.94%

16.63

 

Description on major accounting data and financial indexes in past three years at the end of reporting period

□ Applicable �� Inapplicable

 

VIII. Discrepancy of Accounting Data under the Accounting Standards at Home and Abroad

(I) Discrepancy between the net profits and the net assets attributable to shareholders of the Listed Company in the Financial Reports disclosed simultaneously according to the International Accounting Standard and China Accounting Standard

□ Applicable �� Inapplicable

(II) Discrepancy between the net profits and the net assets belonging to shareholders of the Listed Company in the Financial Reports disclosed simultaneously according to foreign accounting standards and China Accounting Standards

□ Applicable �� Inapplicable

(III) Explanation on differences between foreign and domestic accounting standards:

□ Applicable �� Inapplicable

 

IX. 2022 Principal Financial Data in Quarters

Unit: yuan Currency: RMB

 

Q1

(January - March)

Q2

(April - June)

Q3

(July - September)

Q4

(October - December)

Operating revenues

9,738,207,780.31

15,650,276,643.84

15,880,975,297.65

10,791,022,836.05

Net profit attributable to shareholders of the Listed Company

3,137,431,623.55

8,154,140,252.42

7,652,560,901.19

2,364,901,203.78

Net profit attributable to shareholders of the listed company net of non-recurring profits or losses

3,096,583,943.01

8,182,050,763.29

7,736,202,643.25

2,377,507,186.03

Net cash flows from operating activities

3,935,599,773.13

8,053,164,364.97

11,981,396,866.12

6,942,571,225.90

 

Explanation of discrepancy between quarterly data and previously disclosed accounting period data

□ Applicable �� Inapplicable

 

X. Items of Non-recurring Profits and Losses and the Relevant Amounts

�� Applicable □ Inapplicable

Unit: yuan Currency: RMB

Non-recurring profits or losses items

Amount in 2022

Amount in 2021

Amount in 2020

Profit and loss of non-current assets disposal

663,080,606.55

564,829,216.07

36,811,121.25

Unauthorized approval or without official approval document or occasional tax returns and concessions

 

 

 

Government subsidies included in the current profit and loss, except those closely related to the Company normal operations, conforming to the State policies and regulations and enjoyed persistently in line with certain standard ratings or ration

5,055,279.91

1,599,400.00

6,357,797.00

Payment for the use of state funds included in the current profit and loss and collected from non-financial business

 

 

 

Income arising from the fair value of net identifiable assets of the investee the enterprise should enjoy when the cost of investment it acquired from the subsidiaries, associates and joint ventures was less than the investment it obtained

 

 

50,250,031.87

Non-monetary assets exchange profit and loss

 

 

205,222,701.21

Profits and losses on the assets by entrusting others to invest or manage

 

 

 

Each provision for the impairment of assets withdrawn due to force majeure factor, say, suffering from a natural disaster

 

 

 

Debt restructuring profits and losses

 

 

 

Enterprise restructuring charges, such as the staffing expenditures and integrating expenses

 

 

 

Profit and loss of the part exceeding the fair value arising from the transaction with the bargain price losing fairness

 

 

 

Net current profit and loss of the subsidiary acquired in business combination involving entities under common control from the beginning of the period to the combination date

 

 

 

Profits and losses arising from contingencies irrelevant to the Company��s normal business operation

 

 

 

In addition to the effective hedging business related to the normal business of the Company, profit and loss from changes in fair value arising from holding of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities, and investment gains from disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and other debts.

-384,901,812.61

1,914,762,891.93

-55,598,675.12

Reversal of depreciation reserves of receivables and contractual assets under independent impairment assessment

 

 

 

Profits and losses acquired from externally entrusted loans

 

 

 

Profits and losses arising from changes in the fair value of investment real estates by using the fair value model for subsequent measurement

 

 

 

Influence made by the one-off adjustment of the current profit and loss according to requirements of tax revenue and accounting laws and regulations on the current profit and loss

 

 

 

Trustee fee income achieved from the entrusted management

 

 

 

Other non-operating revenue and expenses than the above items

-354,730,302.69

-210,401,632.70

-200,395,826.32

Other losses and profits conforming to the definition of extraordinary gains and losses

16,052,151.55

13,792,013.07

15,678,172.60

Less: amount affected by income tax

33,056,493.22

152,725,238.50

-88,040,202.18

Amount affected in minority shareholders' equity interest (after-tax)

-5,190,015.87

277,765.66

24,122,775.82

TOTAL

-83,310,554.64

2,131,578,884.21

122,242,748.85

 

Explanation of defining extraordinary gains and losses listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public - Extraordinary Gains and Losses as ordinary gains and losses

□ Applicable �� Inapplicable

 

XI. Items Measured by Fair Value

�� Applicable □ Inapplicable

Unit: yuan Currency: RMB

Item Name

Beginning balance

Ending balance

Current change

Amount of influence on the current profit

Other equity instrument investments

3,457,356,904.37

3,312,302,551.08

-152,376,212.73

257,471,030.24

Other non-current financial assets

1,622,160,091.31

1,611,389,626.19

-385,326,649.11

-353,716,713.60

TOTAL

5,079,516,995.68

4,923,692,177.27

-537,702,861.84

-96,245,683.36

 

XII. Miscellenaous

□ Applicable �� Inapplicable

Section III Discussion and Analysis by Management

 

I.Discussion and Analysis on Operations

The year 2022 is a crucial year for the implementation of the 14th Five-Year Plan. Under the strong  leadership of the Board of Directors  and  the  oversight of the Board of Supervisors, the management has united all employees as one and led them to strive against all difficulties,  such  as decrease of the volume of water from the Yangtze River at different stages and the ups and downs of the coronavirus epidemic, to consolidate large hydropower at a high level and promote high-quality new space development for the purpose of new achievements and breakthroughs in reform and development at the 20th anniversary of the company's establishment.

(I). Faces up to difficulties, digs out potential and increasing efficiency, and consolidates the basic plate of large hydropower at a high level.

Enhancing the potential to highlight the role of basic support. The Company actively responded to the severe challenges such as the rapid change in the Yangtze River's water supply, extreme heat and maximum peaking, and improved the efficiency of water resources utilisation. The Company's six power stations generated 185,581million kilowatt-hours of electricity, saving 8,598 million kilowatt-hours of electricity and achieving the best comprehensive water consumption rate since 2015.

Scientific dispatching brought into play the comprehensive benefits of the terraces. In response to the historical disaster of special dryness, the water storage scheme was optimised and the 825-metre experimental water storage at Baihetan Power Station was completed on schedule, ensuring that the four downstream power stations of the Jinsha River successfully achieved their annual water storage targets. The Three Gorges Reservoir recharged over 32 billion cubic metres of water to the middle and lower reaches of the Yangtze River, making an outstanding contribution to alleviating the drought in the river basin. The freight volume at the Xiangjiaba Locks reached a record high, injecting new momentum into the development of the Yangtze River Economic Belt.

Actively promoted the full commissioning of Baihetan Power Station. The company successfully achieved the target of putting all 10 megawatt units into operation within the year, marking the completion of the world's largest clean energy corridor and the full completion of the "six reservoirs joint regulation" in the Yangtze River basin (meaning the joint scheduling of the six graded power stations on the Yangtze River main stream under the company's operation and management). The new pattern was fully formed.

Lean operation and smooth response to power supply and successfully completed several rounds of supply protection tasks such as welcoming kurtosis in winter and summer, and preserving electricity for winter Olympics. During the peak period, the maximum daily power generation capacity of the stepped power stations exceeded 1.3 billion kWh, and the total daily power generation capacity exceeded 1 billion kWh for 48 days during the year. The fully output of green, clean and high-quality electric energy effectively relieved the tension of power supply in Central China, East China, South China and Sichuan and Yunnan provinces.

Strengthened control of safety and environmental protection in a good situation. The company created a safety control model for pumped storage, new energy and offshore business, and successfully completed special work such as the three-year action for special rectification of safety production. The number and effectiveness of eco-dispatch tests at terraced power stations set new records. Achieved the goal of "zero personal injuries and zero equipment accidents" for 13 consecutive years. Five power stations, namely Three Gorges, Gezhouba, Xiluodu, Xiangjiaba and Wudongde, achieved "zero unplanned shutdowns" and Baihetan power station operated stably after full commissioning, making the company's safety production situation the best in its history.

Facing up to difficulties and solidly promote the expansion of capacity. The work plan for adjusting the single-unit capacity of Xiluodu and Xiangjiaba power stations was completed, the pre-feasibility study report for the expansion project of Gezhouba power station was reviewed and relevant thematic studies were completed, and the preliminary work for the expansion of Xiangjiaba power station was carried out in an orderly manner. The capacity improvement of 19 sets of 125,000 KW units of Gezhouba Power Station was successfully completed, with the installed capacity increased by 475,000 kW, or 17.37%.

(II). Forges ahead, breaks through bottlenecks, expands new track and new space with high quality.

The advantages of new energy differentiation were highlighted. Focusing on the "water-scenery storage" multi-energy complementarity, we promoted the study of the integrated water and wind base in the lower reaches of the Jinsha River with high quality, giving full play to our advantages and seeking high-quality resources to help our new energy business develop in leaps and bounds.

The pumped storage business developed steadily. The Company's first pumped storage power station - Zhangye Pumped Storage Power Station in Gansu Province - commenced construction successfully, marking substantial progress in the expansion of the Company's new business in pumped storage power station investment, construction and operation management. Adhering to the principle of selecting the best among the best, the Company locked in pumped storage project resources of about 30-40 million KW and achieved good results in the integrated development mode of "pumped storage plus new energy".

Smart integrated energy demonstration and leadership. The largest distributed photovoltaic project and the largest customer-side electrochemical energy storage project in Shanghai were completed and put into operation, the first public building energy hosting demonstration project in Tianjin was successfully implemented, and the construction of the largest customer-side light and storage smart integrated energy project in Central China commenced. The world's largest power-carrying pure electric vessel "Three Gorges 1" on the Yangtze River was put into operation; the hydrogen fuel powered vessel "Three Gorges Hydrogen 1" was completed and closed; and the "China Three Gorges Green Electric and Green Hydrogen Demonstration Station" was successfully commissioned to produce 99.9% high-purity hydrogen.

International business achieved improved quality and efficiency. The company continued to strengthen the management and control of Peru Company, with standardised and effective corporate governance and steady growth in operating results, achieving a net profit of US$170 million for the year, an increase of over 20% year-on-year. Overseas operations and maintenance consulting businesses were promoted.

(III). Innovation-led, reform-empowered, high standards to shape new advantages and new dynamics.

New breakthroughs were made in system construction. The company formulated the reform plan for scientific and technological innovation and the reform plan for optimizing the organization of the scientific research section, and the construction of the innovation organization system has been improved. With comprehensive deployment and active action, significant progress was made in innovation work. The company took over the National Engineering Research Centre for the Efficient Use of Water Resources and Engineering Safety and the Hubei Provincial Technology Innovation Centre for Intelligent Hydropower, constructed a joint laboratory for water and landscape multi-energy complementarity, and was approved to build the company's first post-doctoral research station.

New achievements in scientific and technological innovation emerged. More than 370 new research projects were added, and the annual R&D investment reached a record high of RMB 674 million. The Industrial Internet platform was officially launched and ran, and won national recognition on its debut. The company's independent controllable application action plan was planned and the LCU of 700MW mixed-flow unit and axial flow rotating unit based on independent controllable PLC was successfully put into operation. Awarded two first prizes in the Hubei Science and Technology Awards 2022. 373 patents were granted throughout the year, of which the number of invention patents granted jumped three times to 81, a record high. Important industry standards such as the Guidelines for the Management of Equipment Maintenance in Hydropower Stations and the Regulations for the Maintenance of Equipment in Hydropower Stations were successfully approved, leading the way to a new level of standards.

Internal reform achieved new results. The Company completed all the tasks of the three-year reform of state-owned enterprises and was selected as one of the "Model Enterprises of Corporate Governance of State-owned Enterprises" by SASAC, and ranked second in the annual special assessment of the "Double Hundred Enterprises" by SASAC. The Company's comprehensive reform cases were selected as the third batch of typical reform experiences in the SASAC's "Reform and Assault: A Collection of Cases of Three-Year Action on State-owned Enterprise Reform" and the special work of "Learning from the Advanced, Grasping Implementation and Promoting Reform", and the Company's experience in Chongqing regional mixed reform was included in the National Development and Reform Commission's propagation of typical cases of mixed reform, becoming a pioneering model for deepening the reform of state-owned enterprises.

Building a new pattern of compliance operation. Taking the "Year of Compliance Management Enhancement" as an opportunity to raise awareness, deepen understanding and take active actions, the company vigorously promoted compliance risk investigation and rectification, mapped out the compliance risk base, and fully completed the task of rectification of legal compliance operation during the year. A total of 19 key tasks in 6 categories under the "Year of Strengthening Compliance Management" were successfully completed. Stock losses were eliminated and new losses were effectively curbed. Two achievements of the Company's compliance management were awarded the Special Award for Compliance Management Achievements of Electric Power Enterprises in 2022(the first session).

(IV). Actively and meticulously calculated to achieve stable growth and stable expectations at a high base.

The restructuring of major assets advanced smoothly. We are making every effort to overcome difficulties and orderly promote the work of major assets restructuring of Wudongde and Baihetan Hydropower Station by pre-proposal study, due diligence, confirmation of rights and certificates, audit and evaluation, internal and external approval, etc., The restructuring was unconditionally approved by the CSRC in October 2022, and the equity handover was successfully completed in January 2023. The company's total installed capacity has grown by leaps and bounds.

The Company's value is widely recognised. The Company's excellent business performance and standardised governance model were highly recognised by the capital market, with the Company's share price reaching a high of RMB 25.27 and market capitalisation reaching a high of RMB 574.7 billion, ranking the first place in China's A-share power sector and the top three listed power companies in the world. The Company was awarded the "2022 Best Governance Practice for A-share Listed Companies" by the China Securities Regulatory Commission, the "Best Listed Companies" by the Fourth New Fortune, and the "A" class unit in information disclosure by the SSE. The company maintains A+ rating from Fitch, A1 rating from Moody's and AAA main rating from China Credit International, and the company's reputation and recognition in the domestic and international capital markets continued to improve.

Capital operation contributed to incremental volume. We steadily carried out foreign investments, focusing on clean energy, regional energy platforms, upstream and downstream industrial chains and other fields, vigorously carried out asset rotation, and orderly promoted the further concentration of equity assets to the main responsibility of the main business, with new foreign investments of approximately RMB3.5 billion for the year. Effective implementation of dynamic market value management of listed equity interests. Investment income of approximately RMB4.6 billion was achieved throughout the year.

(V). Political leadership, cohesion, high-quality Party building escort steady progress.

The study and propaganda set off a new wave of enthusiasm. We carried out activities related to "building a new era and welcoming the 20th National Congress", and did a good job in studying, propagating and implementing the 20th National Congress of the Party. We organized the majority of party members and cadres to study the spirit of the 20th CPC National Congress,and made careful planning and thorough planning to bring the study and implementation of the spirit of the 20th CPC National Congress to a deeper level with powerful measures.

Lean party building achieved new results. The "Innovative Practice Research on Grassroots Party Building Work of State-owned Enterprises Led by the Brand of "Lean Party Building"" won the first prize of the 2022 Outstanding Project Research Results of the Party Building and Political Research Association of Central Enterprises. The political research paper on ideological and political construction, "Highlighting the "four natures" and gathering the "four hearts" to build a firm ideological foundation for guarding the great weapon", won the 2022 China Electricity Ideological and Political Research Association Award for Excellence in Grassroots Ideological and Political Work.

Brand building took a new step. The company was listed in "China's Top 500 Most Valuable Brands" and "Brand Finance China's Top 500" in 2022. The ESG management case of Yangtze River Power was awarded the best ESG practice case of A-share listed companies in 2022, "Offline Experience plus Online Interaction, Realize "Zero Distance" in Cultural Communication" won the Fifth International Communication Innovation Award for International Image Building of Chinese Enterprises, and "Guide to Intercultural Communication in Peru" was selected as an excellent topic for foreign propaganda of SASAC and chosen by the internal publication of the Propaganda Bureau of SASAC. The "Guide to Intercultural Communication in Peru" was selected as an excellent topic for foreign propaganda by SASAC and chosen for the internal publication of the Propaganda Bureau of SASAC. The construction of the Jinshajiang Patriotic Education Base was carried out in an orderly manner.

Social responsibility continued to write a new chapter. Combining the production and operation characteristics of the hydropower industry, such as the large number of migrants and the extensive areas involved, the company implemented 58 social responsibility projects and invested RMB 340 million in donations to continuously promote the comprehensive revitalisation of industries, talents, culture, ecology and organisation in the villages of the relevant areas. We improved the management system of the company's social responsibility work, strengthened the top-level design of the project management for fulfilling responsibilities, and implemented and safeguarded the rights and interests of shareholders. Combined with the company's strategic development, we explored the practice of corporate and local co-construction projects around new business areas to bring into play the benefits of the public welfare brand.

II. Industry of the Company during the Reporting Period

(I) Basic information on the electricity industry

The Company is mainly engaged in the hydropower generation business, which has the characteristics of renewable, pollution-free, mature technology, and strong peak shaving capacity. Under the national "carbon peak" and "carbon neutralization" strategic background, hydropower clean energy advantages are increasingly prominent.

In 2022, the Chinese government continued to attach great importance to the clean energy industry, continuously issued policies in the fields of the power supply structure, electricity consumption, and electricity market, and strongly supported the development of the clean energy industry represented by hydropower, solar energy, and wind power. The "14th Five-Year Plan" for the development of renewable energy, released by the National Development and Reform Commission and other ministries and commissions in June 2022, proposes that the proportion of non-fossil energy generation will reach about 39% by 2025, an increase of 5.8 percentage points during the 14th Five-Year Plan period; to develop hydropower according to local conditions The development of hydropower will be tailored to local conditions, with a view to reaching an installed capacity of 380 GW of conventional hydropower by 2025.

In terms of energy development, we will actively promote the construction of clean energy bases with multiple and complementary energy sources, scientifically optimize the scale of power sources, prioritize the use of stock conventional power sources to implement "wind and water (storage)" and other multiple and complementary energy projects, vigorously develop wind power, solar power and other new energy sources, and maximize the use of renewable energy.

In terms of energy consumption, the scope of new renewable energy consumption will be accurately defined. At this stage, renewable energy sources, such as hydropower, wind power, solar power, biomass power and geothermal power, are not included in the total energy consumption.

In terms of the electricity market, the establishment of a unified national electricity market system and the energy revolution will be continuously pursued, and the construction of a national unified electricity market system will be promoted; the decisive role of the market in resource allocation will be given full play; and the spatial and temporal value of electricity resources will be effectively reflected.

According to the National Energy Administration, 1.52 GW of renewable energy were installed in 2022, accounting for 76.2% of the country's new power generation capacity, of which 15,070 MW were added to conventional hydropower and 8,800 MW were added to pumped storage. Renewable energy has become the mainstay of China's new electricity installation

(II) Supply and demand in the electricity market

In 2022, the country's electricity supply and demand were tightly balanced overall, with some areas experiencing tight electricity supply and demand during peak hours. During the summer, China experienced the longest duration and widest impact of extreme high temperature and low rainfall weather in recent decades, which, combined with the resumption of economic growth, drove the rapid growth of electricity consumption load, with 21 provincial power grids across the country experiencing record high electricity consumption load. The country is actively implementing the new requirements of the carbon peak and carbon neutral target, effectively responding to the impact of extreme weather and doing its utmost to ensure power supply and people's livelihood.

In 2022, the country's entire society consumed 8.64 million GWh of electricity, an increase of 3.6% year-on-year. A total of 27 provinces across the country recorded growth in electricity consumption, with the central region leading the growth rate.

By the end of 2022, the country's full-calibre installed power generation capacity was 2,560 GW, up 7.8% year-on-year. Among them, 1,213 GW of renewable energy capacity was installed, accounting for 47.3% of the total installed capacity, up 2.5 percentage points from 2021. The overall trend of green and low-carbon transformation continued.

III. Business during the Reporting Period

The Company is primarily engaged in operations of large hydropower stations and is the world's largest hydropower listed company. At present, the total installed capacity of hydropower is 71,795 MW (including the Wudongde and Baihetan hydropower stations acquired in January 2023), of which the domestic installed capacity is 71,695 MW, accounting for 17.34% of the national hydropower installation. The Company manages and operates 6 giant hydropower stations including the Three Gorges, Gezhouba, Xiluodu, Xiangjiaba, Wudongde, and Baihetan with the pursuit of excellence and a sense of responsibility, and continuously provides high-quality, stable, and reliable clean energy.  

  The generation capacity of the Company's four cascade stations in 2022 reached 185,581 GWh. They played an important role in giving play to the comprehensive benefits of the cascade stations, energy conservation and emission reduction, ensuring energy supply, and promoting economic and social development.

 In 2022, while insisting on supporting the main business of hydropower in becoming stronger and doing better, the Company actively made strategic investments in the upstream and downstream industrial chains and related emerging fields, with an investment income reaching a record high of RMB 4.6billion throughout the year. At the same time, the development of renewable energy integrated with wind power, solar power, and hydropower storage has proceeded in a well-conceived way. In-depth operation and regulation research on the integration of hydropower, wind power, and solar power was carried out. The core capacities in large hydropower O&M were given play to realize a high-quality layout and promote the development of the pumped storage business. The development of the integrated smart energy business was accelerated. The urban green integrated energy management mode was launched in an innovative manner and the integrated development of "power supply, power grid, load, and energy storage" was actively laid out.

 

IV. Core Competitiveness Analysis in the Reporting Period

�� Applicable □ Inapplicable

(I)Cascade combined dispatching capacity in the valley

Great efforts were made to promote the capability building of valley-dominated, market-oriented, decision-making-wise, and management-innovative regulation and constantly increased the well-designed dispatching level of cascade water control projects. The information-sharing platform was further expanded, and the scope covered by the network of water and rain regimen stations was further expanded while keeping the water regimen forecast accuracy at a relatively high level. The 24-hour hydrological forecast accuracy of cascade stations in the flood season in the watershed reached 95.8% in 2022. The company continue to promote the construction of intelligent and optimal joint dispatching, comprehensively improve the comprehensive water resources utilization capacity of the six reservoirs in the basin's terrace, and through innovative practices in the dispatching and production management of the terrace hydropower stations, safely and efficiently complete the connection of the Jinsha River terrace power stations for power generation, and initially build a "six reservoirs joint dispatching" pattern.

The Company closely centered on national strategies, gave full play to the social comprehensive effects (flood control, electricity generation, water-borne transportation, water replenishing and ecosystem, etc.) of the valley cascade water control project, actively served the construction of the Yangtze River Economic Belt and provided clean energy guarantee for the operation of the national economy. In 2022, a total of 32 billion cubic metres of water was replenished to the lower reaches of the river, effectively improving the navigation conditions of the middle and lower reaches of the Yangtze River and ensuring water demand for production, living and ecology along the river. The Three Gorges Reservoir promoted the breeding of drifting egg-laying fish, with a total spawning capacity of 15.7 billion eggs in the Yidu section of the Hubei River, including 8.9 billion eggs for the "four major fish", both of which reached record highs.

(II) Operation and management capacity of large-sized hydropower stations

The Company scientifically organized power generation. And the operation and management of stations were streamlined and efficient. The Company operates and manages (including managing as an agent) 6 giant hydropower stations, which consist of 86 giant hydraulic generator sets with a capacity of 700,000 kW and above, accounting for 70% of the world's similar sets. The company continues to adhere to the power production management concept of of ��being capable and high-efficient, scientific division of work, advanced and reasonable��, refining the operation of the terraced power stations and successfully completing important tasks such as power preservation during peak seasons and winter, demonstrating its responsibility as a "great power" and a "pillar" with practical actions and management results.

The Company continue to improve and optimize the control mechanism of large hydropower production, strengthen the double prevention mechanism, do a good job of risk control and hidden danger investigation and management, overcome unfavorable factors such as extremely dry water, rely on the international first-class hydropower plant index system and evaluation methods, large hydropower management compatible with the quality management system, improve the modernization of the company's governance system and governance capacity, in 2022, Xiangjiaba power station to achieve a record high of 52 consecutive days of full capacity operation. In 2022, the average equivalent availability coefficient of sets in cascade stations reached 93.58%, and the key indicators of the equipment maintained the leading industrial level. The safety quality management system adapted to the management of large hydropower projects was continuously improved. The dual prevention mechanism for safety management has been constantly improved. The goal of "zero personal injuries and zero equipment accidents" was realized.

(III) Overhaul and maintenance capacity of large-sized hydropower stations

The company vigorously promotes the construction of watershed overhaul support systems, uses digital, intelligent and other information technology to enhance the ability and level of equipment and facility overhaul, creates a technical management system adapted to watershed overhaul, continuously improves the overhaul quality management system, optimizes the overhaul process, focuses on the overhaul process management, continuously carries out equipment condition assessment, achieves scientific overhaul, overhaul according to needs, focuses on the overall situation and dynamically optimizes the yearly overhaul work, from The company will take precise measures in project management, scientific and technological innovation and comprehensive protection to achieve intelligent control of basin maintenance.

In 2022, the company the first time completed the Ge double I, II back line capacity CT replacement work, providing a new solution for similar structure maintenance; the first time achieved 25 AHMA-type operating mechanism in situ maintenance, compared with the return to the plant overhaul, a single operating mechanism overhaul period from 2 months to less than 5 days, overhaul efficiency increased by more than 10 times; the use of the Central Ring machining machine tool in Xiangjiaba Power Station No. 6 machine gasket milling processing, to achieve A new breakthrough in on-site machining of 800 MW unit components.

(IV) Cross-regional power marketing capacity

All of the Company's cascade stations are key national energy projects and backbone power sources for "West-to-East Electricity Transmission��, and it is of great significance to safeguard national energy security, promote energy structure adjustment, achieve energy conservation and emission reduction targets, and implement national strategies such as the development of the Yangtze River Economic Belt. The scale of hydropower is huge, and through supporting outward transmission lines, resources are allocated on a large scale by means of cross-region and long-distance transmission, and the provinces and cities for consumption are mainly economically developed regions such as the Yangtze River Delta and the Pearl River Delta. After years of practical exploration, the company's marketing team has formed a complete and unique system for the consumption of hydropower by making institutional arrangements such as power consumption schemes, tariff formation mechanisms, medium and long-term contracts, power dispatch, market transactions and tariff settlements; in the new stage of development of the power market, the company's marketing team has taken the initiative to respond to the market situation, calmly tackled market challenges, effectively prevented market risks, actively created market value and continuously The company's marketing team has taken the initiative to respond to the market situation, calmly cope with market challenges, effectively prevent market risks, actively create market value, and continuously improve its competitiveness, providing an important guarantee for the company's high-quality development.

(V) Capacity of financing and asset acquisition and integration

With excellent financial status, stable and abundant cash flow, in September 2020, the Company successfully completed the issuance of GDR, becoming the first domestic entity to be listed on the "A+G" stock exchange, which has enhanced the coverage of overseas market investors and broadened overseas financing channels, laying a solid foundation for the subsequent development of overseas investment and financing business. It has also laid a solid foundation for the Company's subsequent overseas investment and financing business.

In recent years, the Company insists on strategic leadership, focuses on the main responsibility and main business, and actively and steadily carries out foreign investment in the fields of clean energy, integrated smart energy and upstream and downstream of the industrial chain, etc. The investment structure is more reasonable and the quality of investment is further optimized, and the Company has the ability to contribute to the investment income in accordance with the scale of the Company.

The Company will further leverage its credit advantages, make use of various financing tools and channels, optimize the debt structure, and reduce capital costs. It will proactively serve national strategies such as the Yangtze River Economic Belt,  "Belt and Road", "carbon  emission peak",  "carbon neutrality"  and  overall protection of Yangtze River; seize major opportunities such as power system reform, mixed-ownership reform, clean energy transformation, and new energy development, and actively pursue industrial chain extension and international development. And it will grasp the good opportunities of capital market reform and continuous improvement of the system, actively and steadily carry out investment around the main business, and carefully carry out market value management.

V. Main Operation Conditions in the Reporting Period

In 2022, affected by the year-on-year drier water from the Yangtze River and the water storage of new power stations upstream, the generation capacity of cascade stations affiliated to the Company was 185,581 GWh, a decrease of 22,741 GWh or 10.92% over the same period last year; The total profit was RMB26,313 million, a decrease of RMB6,096 million or 18.81% over the same period last year; the net profit attributable to the Parent Company was RMB 21,309million, a decrease of RMB 4,964 million or 18.89% over the same period last year; The basic earnings per share was RMB0.9370, a decrease of RMB 0.2183 or 18.89% over the same period last year.

(I) Analysis of Main Business

1. Analysis of Changes in Items Relevant to Statements of Profit and Cash Flow

Unit: yuan Currency: RMB

Item

Balance of this period

Amount in the same period of the previous year

Change proportion (%)

Operating revenues

52,060,482,557.85

55,646,253,991.83

-6.44

Operating costs

22,232,888,528.67

21,113,077,634.36

5.30

Selling expenses

165,177,033.72

150,419,652.08

9.81

Administrative Expenses

1,360,283,180.14

1,359,765,980.97

0.04

Financial expenses

4,091,934,992.09

4,751,369,573.92

-13.88

Research and development expenses

89,655,150.76

39,416,834.88

127.45

Net cash flows from operating activities

30,912,732,230.12

35,732,461,733.26

-13.49

Net cash flow generated in investment activities

-4,093,091,567.88

-6,565,209,402.80

-37.65

Net cash flows from financing activities

-27,583,928,909.24

-28,380,741,024.38

-2.81

 

Detailed description of major changes in the Company's business type, profit composition, or source in the current period

□ Applicable �� Inapplicable

 

2. Income and Cost Analysis

�� Applicable □ Inapplicable

 

(1). Performance of principal businesses by segment, by product, by region and by sales model

Unit: yuan Currency: RMB

Main businesses (by industry)

Industry

Operating revenues

Operating costs

Gross profit rate (%)

Increase & decrease in the operating income over last year (%)

Increase & decrease in the operating cost over last year (%)

Increase & decrease in the gross margin over last year (%)

Domestic hydropower industry

43,598,734,825.79

16,900,658,225.94

61.24

-10.57

2.03

Decreased by 4.78%

Other industries

7,241,926,790.39

4,693,176,916.70

35.19

23.00

17.43

Increased by 3.07%

Main businesses (by product)

Product

Operating revenues

Operating costs

Gross profit rate (%)

Increase & decrease in the operating income over last year (%)

Increase & decrease in the operating cost over last year (%)

Increase & decrease in the gross margin over last year (%)

Domestic hydropower industry

43,598,734,825.79

16,900,658,225.94

61.24

-10.57

2.03

Decreased by 4.78%

Other industries

7,241,926,790.39

4,693,176,916.70

35.19

23.00

17.43

Increased by 3.07%

 

(2). Analytical statement of production and sales volume

□ Applicable �� Inapplicable

 

(3). Performance for major purchase contracts and major sales contracts

�� Applicable □ Inapplicable

 

(4). Cost analysis

Unit: yuan Currency: RMB

Condition (by industry)

Industry

Cost items

Amount in the current period

Proportion of the amount in the current period out of the total cost (%)

Amount of the same period in the previous year

Proportion of the amount in the same period of the previous year out of the total cost (%)

Proportion of change in the amount of the current period compared with the same period in the previous year (%)

Domestic hydropower industry

Depreciation cost and various financial levies and charges

16,900,658,225.94

58.25

16,563,661,037.62

57.96

2.03

Other industries

Materials expense and labor cost

4,693,176,916.70

16.18

3,996,643,239.96

13.99

17.43

By products

Product

Cost items

Amount in the current period

Proportion of the amount in the current period out of the total cost (%)

Amount of the same period in the previous year

Proportion of the amount in the same period of the previous year out of the total cost (%)

Proportion of change in the amount of the current period compared with the same period in the previous year (%)

Domestic hydropower industry

Depreciation cost and various financial levies and charges

16,900,658,225.94

58.25

16,563,661,037.62

57.96

2.03

Other industries

Materials expense and labor cost

4,693,176,916.70

16.18

3,996,643,239.96

13.99

17.43

 

 

(5). Changes in the scope of consolidation due to changes in the shareholdings of major subsidiaries during the reporting period

□ Applicable �� Inapplicable

 

(6). Major changes or adjustments in business, product, or service of the Company during the reporting period

□ Applicable �� Inapplicable

 

(7). Information on main sales customers and main suppliers

A. Main sales customers of the Company

The sales amount of the top five customers was RMB 49,750,967,600, accounting for 100% of the annual power selling revenue. The sales amount of related parties was RMB 0 in the sales amount of the top five customers.

During the Reporting Period, there were cases in which sales to a single customer exceed 50% of the total, there are new customers among the top five customers, or the Company is heavily dependent on a few customers.

 

□ Applicable �� Inapplicable

B. Main suppliers of the Company

Purchases from the Company's top five suppliers amounted to RMB1,679,055,200, accounting for 34.31% of the total purchases in the year. Among the purchases to the top five customers, the purchases to their affiliates amounted to RMB 449,573,700, accounting for 9.19% of the total purchases in the year.

During the Reporting Period, there were cases in which purchases to a single supplier exceed 50% of the total, there are new suppliers among the top five suppliers, or the Company is heavily dependent on a few suppliers.

 

□ Applicable �� Inapplicable

3. Cost

□ Applicable �� Inapplicable

 

4. R&D Investment

(1). R&D Investment Table

�� Applicable □ Inapplicable

Unit: RMB 10,000

Current expensing R&D investment

-

Current capitalized R&D investment

-

Total R&D investment

67,401.83

Proportion of total R&D investment to the operating income (%)

1.29

Proportion of the capitalized R&D investment

-

 

(2). R&D Personnel

�� Applicable □ Inapplicable

Number of R&D personnel of the Company

336

Proportion of the number of R&D personnel in the headcount of domestic companies (%)

7.9%

Educational Level of R&D Personnel

Educational level

Number

Doctor's Degree

19

Master��s Degree

169

Bachelor��s degree

143

Junior college

3

Senior high school and below

2

Age Composition of R&D Personnel

Age composition

Number

Under the age of 30 (excluding 30)

34

Aged 30-40 (including 30 and excluding 40)

175

Aged 40-50 (including 40 and excluding 50)

75

Aged 50-60 (including 50 and excluding 60)

52

60 and above

0

 

(3). Description

□ Applicable �� Inapplicable

 

(4). Reasons for Significant Changes in the Composition of R&D Personnel and Impact on the Company's Future Development

□ Applicable �� Inapplicable

 

5. Cash flow

�� Applicable □ Inapplicable

Net cash flow from investing activities increased by RMB2,472 million year-on-year, mainly due to the decrease in external investments in the reporting period.

 

(II) Explanation on Material Changes in Profits Resulted from Non-principal Activities

□ Applicable �� Inapplicable

 

(III) Analysis on Assets and Liabilities

�� Applicable □ Inapplicable

1. Information on assets and liabilities

Unit: yuan Currency: RMB

Item Name

Amount at the end of the current period

Proportion of ending amount of current period to total assets (%)

Amount at the end of the previous period

Proportion of final number of previous period to total assets (%)

Changes in proportion of ending amount of current period to ending amount of previous period (%)

Other Receivables

834,628,652.38

0.26

628,719,306.50

0.19

32.75

Other Current Assets

249,852,773.42

0.08

3,032,334,387.33

0.92

-91.76

Other Non-current Assets

244,581,674.83

0.07

15,586,434.83

0.00

1,469.20

Short-term borrowings

26,752,360,688.10

8.17

12,315,812,640.00

3.75

117.22

Accounts Payable

940,559,332.34

0.29

682,732,769.54

0.21

37.76

Taxes Payable

1,847,918,351.80

0.56

4,716,410,703.94

1.44

-60.82

Current Portion of Non-current Liabilities

8,196,293,261.01

2.50

17,440,128,682.74

5.31

-53.00

Long-term Payables)

0.00

0.00

11,855,875,004.42

3.61

-100.00

 

The closing balance of other receivables was RMB835 million, an increase of RMB206 million from the beginning of the period, mainly due to dividends declared but not yet paid by the investee.

The closing balance of other current assets was RMB250 million, a decrease of RMB2,782 million from the beginning of the period, mainly due to the prepayment for equity investment in the previous year which was recognized as long-term equity investment in the current reporting period.

The closing balance of other non-current assets was RMB245 million, representing an increase of RMB229 million from the beginning of the period, mainly due to pre-project costs and prepayment for construction work.

The closing balance of accounts payable was RMB941 million, an increase of RMB258 million from the beginning of the period, mainly due to the increase in purchase payments.

The closing balance of tax payable was RMB1,848 million, representing a decrease of RMB2,868 million from the beginning of the period, mainly due to the decrease in electricity sales revenue and the corresponding decrease in tax payable during the reporting period.

The closing balance of interest-bearing liabilities was RMB113,412 million, a decrease of RMB3,068 million from the beginning of the period, mainly due to the repayment of debts due.

2. Overseas assets

�� Applicable □ Inapplicable

(1) Asset size

Among them, offshore assets are RMB 45.056 billion, accounting for 13.77% of the total assets.

 

(2) Notes to the high proportion of oversea assets

□ Applicable �� Inapplicable

 

3. Restrictions on major assets by the end of the reporting period

□ Applicable �� Inapplicable

 

4. Other descriptions

□ Applicable �� Inapplicable

 

(IV) Industry Operational Information Analysis

�� Applicable □ Inapplicable


Power industry operational information analysis

1. Information on electricity quantity and price in the reporting period

�� Applicable □ Inapplicable

 

Generated energy (10MWh)

On-grid energy (10MWh)

Sales amount (10MWh)

On-grid price (RMB/MWh)

Business area/ type of generation

This year

The same period of previous year

Year-on-Year

(%)

This year

The same period of previous year

Year-on-Year

(%)

This year

The same period of previous year

Year-on-Year

(%)

This year

Domestic hydroelectricity

18,558,099

20,832,228

-10.92%

18,445,143

20,711,153

-10.94%

18,472,548

20,731,070

-10.89%

269.72

TOTAL

18,558,099

20,832,228

-10.92%

18,445,143

20,711,153

-10.94%

18,472,548

20,731,070

-10.89%

269.72

 

 

2. Information on electricity quantity, income, and cost in the reporting period

�� Applicable □ Inapplicable

Unit: RMB 100 million Currency: RMB

Type

Power generation (10MWh)

Year-on-Year

(%)

Sales amount (10MWh)

Year-on-Year

(%)

INCOME

Amount in the same period of the previous year

Change proportion (%)

Cost items

Amount in the current period

Proportion of current amount to total cost (%)

Amount of the same period in the previous year

Proportion of amount previous year to total cost (%)

Proportion of change in the amount of the current period compared with the same period in the previous year (%)

Domestic hydroelectricity

18,558,099

-10.92

18,472,548

-10.89

435.99

487.52

-10.57

Depreciation, various financial charges, etc.

169.01

58.25

165.64

57.96

2.03

TOTAL

18,558,099

-10.92

18,472,548

-10.89

435.99

487.52

-10.57

     

169.01

58.25

165.64

57.96

2.03


3. Installed capacity analysis

�� Applicable □ Inapplicable

Up to the end of 2022, the Company had 45,595MW of installed capacity. Among them, the Company had 45,495MW of domestic installed capacity and 100MW of foreign installed capacity.

In January 2023, the Company completed the acquisition of Wudongde and Baihetan hydropower plants (a total of 26,200 MW), increasing the Company's controllable installed hydropower capacity to 71,795MW.

4. Generating efficiency analysis

�� Applicable □ Inapplicable

In 2022, the power generation equipment utilization hours of Three Gorges Power Station was 3,565.30 hours, a decrease of 23.47% year-on-year, and the plant electricity consumption rate was 0.0903%, an increase of 0.0187% year-on-year.

Gezhouba Power Station's power generation equipment utilization hours were 6,675.11 hours, a decrease of 8.47% year-on-year; the plant electricity consumption rate was 0.1409%, an increase of 0.0077% year-on-year.

Xiluodu Power Station had 4,609.46 hours of power generation equipment utilization, an increase of 4.36% year-on-year; the plant electricity consumption rate was 0.1527%, an increase of 0.0004% year-on-year.

Xiangjiaba Power Station's power generation equipment utilization hours were 5,501.27 hours, an increase of 3.36% year-on-year; the plant electricity consumption rate was 0.0633%, a decrease of 0.0043% year-on-year.

Wudongde Power Station's power generation equipment utilization hours were 3595.00 hours, a decrease of 17.58% year-on-year; the plant electricity consumption rate was 0.0825%, an increase of 0.0145% year-on-year.

Baihetan Power Station had 4,036.21 hours of power generation equipment utilization; the plant electricity consumption rate was 0.1620%.

 

5. Information on the capital expenditures

�� Applicable □ Inapplicable

In the reporting period, the Company��s fixed assets investment was RMB 2.021 billion, including the purchase of fixed assets of RMB 97 million and infrastructure investment of RMB 1.924billion.

Important constructions in progress are as follows:

Unit: yuan Currency: RMB

Project Name

Beginning amount

Increase in the Current Year

Transfer to fixed assets

Other decreases

Ending Balance

Xiangjiaba Hydropower Project

1,544,208,504.21

6,446,312.99

 

 

1,550,654,817.20

Reconstruction of 170MW hydraulic    generator set in Gezhouba Hydropower Station

133,218,875.50

136,476,054.46

167,921,168.26

 

101,773,761.70

Gezhouba Power Station Hydro Generator Unit Renewal and Capacity Increase

77,610,193.78

14,516,266.17

90,048,954.63

 

2,077,505.32

Hunan Leiyang Newly-built Organic Waste Resource Utilization Project with a Daily Capacity of 1000 Tons

 

86,051,033.74

 

 

86,051,033.74

Three Gorges Left Bank Power Station Monitoring System Renovation

45,137,506.60

355,326.91

 

 

45,492,833.51

Gezhouba 220KV Switching Station Renovation

43,079,364.15

18,391,317.40

39,715,902.48

-8,396,593.30

13,358,185.77

SAN JUAN- BALNEARIOS Transmission Line Project

105,309,133.00

 

107,004,822.95

1,695,689.95

 

INDUSTRIALES-INGENIEROS 60KV

Transmission Line Project

31,098,757.04

 

31,695,374.08

596,617.04

 

BALNEARIOS - MONTERRICO Transmission Line Project tation

40,538,164.32

 

42,107,893.21

1,569,728.89

 

 

 

6. Market-oriented Transaction of Electricity

�� Applicable □ Inapplicable

 

Current year (100 GWh)

Previous year (100 GWh)

Year-on-year Changes

Total amount of electricity in market-oriented transactions

139.7

239.5

-41.65%

Total amount of on-grid electricity

1,844.5

2,071.1

-10.94%

Percentage

7.6%

11.6%

Decreased by 4%

 

7. Operation of Electricity Selling Business

�� Applicable □ Inapplicable

In order to comply with the reform of the national power system, the Company and Three Gorges Capital jointly established Three Gorges Electric Power in June 2016, and launched electricity sales business on the platform of Three Gorges Electric Power. In 2022, the scope of electricity sales business mainly covered the southern power grid region (Guangdong, Yunnan), the eastern power grid region (Shanghai, Zhejiang, Anhui), and the central power grid region (Hubei, Sichuan). The company signed contracts with approximately 600 retail customers throughout the year, and for the first time in the Shanghai region, it achieved integrated sales and distribution, opening new channels for the transmission of clean energy from large hydropower sources. On this basis, we innovated and developed the "electricity sales +" model to explore potential customers for our smart and integrated energy business, and business models such as "electricity sales + energy-saving renovation", "electricity sales + distributed photovoltaic" and "electricity sales + energy storage" were widely recognised by the market. The business models of "electricity sales + energy storage" have been widely recognised by the market, effectively enhancing the stickiness of quality customers, and broadening the new mode of electricity sales business.

 

8. Other descriptions

□ Applicable �� Inapplicable

 

(V). Investment Analysis

Overall analysis on foreign equity investment

�� Applicable □ Inapplicable

By the end of 2022, the Company held a total of 63 equity stakes, with a cumulative original investment balance of about RMB 55 billion and an additional foreign investment of RMB 3.5 billion during the reporting period.

 

1. Major equity investment

�� Applicable □ Inapplicable

Name of the investee

Main business

Whether the target is mainly investment business

Investment mode

Amount

ROE

Join or not

Statement account

Source of funds

Partner (if applicable)

Progress as of the balance sheet date

Current profit and loss

Sue or not

Date of disclosure (if any)

Disclosure index (if any)

Three Gorges Onshore New Energy Investment Limited

Power generation business, transmission business, power supply (distribution) business; wind power generation technical services; solar power generation technical services

no

Newly established

3,300,000,000

33%

no

Long-term equity investment

Own funds

Three Gorges Energy, Three Gorges Capital and Three Gorges Investment

 

As at 31 December 2022, Yangtze River Power had made a paid-up capital contribution of RMB85.8 million to Three Gorges Onshore New Energy Investment Co.

no

2022/9/29

For details of the transaction resolution, please refer to the relevant announcement published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/), announcement number: 2022-056.

 

 

2. Major non-equity investment

□ Applicable �� Inapplicable

 

3. Financial assets at fair value

�� Applicable □ Inapplicable

As of the end of 2022, the ending balance of investment in other equity instruments and other non-current financial assets of the Company was RMB 3.313 billion and 1.611 billion, respectively.

Asset class

Opening balance of the period

Gains or losses on fair value changes during the period

Accumulated fair value changes charged to equity

Impairment charged during the period

Amount purchased during the period

Amount sold/redeemed during the period

Other changes

End of period

Stocks

395,003.54

-18,636.92

183,168.22

 

35,308.65

7,085.42

 

399,427.94

Funds

80,000.00

-20,080.00

 

 

 

 

 

59,920.00

Others

32,948.16

184.25

-2,728.93

 

 

 

 

33,021.28

TOTAL

507,951.70

-38,532.66

180,439.29

��

35,308.65

7,085.42

��

492,369.22

Portfolio investments

��Applicable □ Not applicable

Securities Variety

Securities Code

Abbreviation

Source of funds

Opening book value

Gains or losses on changes in fair value during the period

Accumulated fair value changes included in equity

Amount purchased during the period

Amount sold during the period

Gains or losses on investments during the period

Carrying value at the end of the period

Accounting Accounts

Stocks

0371.HK

BEIJING ENTERPRISES WATER GROUP

Own funds

49,636.82

-17,778.37

/

0

0

2,353.50

35,817.74

Other non-current financial assets

Stocks

002462.SZ

CAXHET PHARMACEUTICL

Own funds

1,122.93

0

/

0

3,032.78

72.01

0

Other non-current financial assets

Stocks

0939.HK

China Construction Bank

Own funds

290,205.13

0

206,857.71

0

4,052.64

23,623.35

283,486.00

Other investments in equity instruments

Stocks

1816.HK

CGN Power

Own funds

54,038.67

0

-23,689.49

0

0

2,123.76

46,363.49

Other investments in equity instruments

Stocks

601619.SH

Jiaze New Energy

Own funds

0

-1,547.95

/

35,308.65

0

612.00

33,760.70

Other non-current financial assets

Funds

517160

CSI Yangtze River Protection Theme ETF

Own funds

40,000.00

-10,080.00

/

0

0

0

29,920.00

Other non-current financial assets

Funds

517330

E Fund CSI Yangtze River Protection Theme ETF

Own funds

40,000.00

-10,000.00

/

0

0

0

30,000.00

Other non-current financial assets

 

Investments in private equity funds

��Applicable □Not applicable

As of 31 December 2022, the Company had invested in a total of 2 private equity funds with an accumulated investment balance of RMB273 million. The fund's investment direction is in industry chain-related fields.

 

Investment in derivatives

□ Applicable ��Not applicable

 

4. Specific progress of material asset reorganization and integration during the reporting period

�� Applicable □ Inapplicable

The subject assets of this transaction is 100% equity of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. (hereinafter referred to as "Yunchuan Company"), which is jointly held by China Three Gorges Corporation (hereinafter referred to as "CTG"), Yangtze River Three Gorges Investment Management Co., Ltd. (hereinafter referred to as "Three Gorges Investment"), Yunnan Provincial Energy Investment Group Co., Ltd. (hereinafter referred to as "YEIG") and Sichuan Energy Industry Investment Group Co., Ltd. (hereinafter referred to as "SCEI", together with CTG, Three Gorges Investment and YEIG, collectively referred to as "counterparties" ). The main subsequent matters related to the Transaction are as follows:

On 30 June 2022, the Eighth Meeting of the Sixth Session of the Board of Directors of China Yangtze Power Co., Ltd. was held to consider and approve the " Proposal and summary on the Report (draft) of the Issue of Shares and Payment of Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction by China Yangtze Power Co., Ltd.��, and other proposals relating to the transaction.

On 30 June 2022, the Third Meeting of the Sixth Session of the Board of Directors of China Yangtze Power Co., Ltd. was held to consider and approve the " Proposal and summary on the Report (draft) of the Issue of Shares and Payment of Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction by China Yangtze Power Co., Ltd.��, and other proposals relating to the transaction.

On 19 July 2022, the State-owned Assets Supervision and Administration Commission of the State Council issued the Approval on Matters Relating to the Asset Restructuring and Supporting Financing of China Yangtze Power Co., Ltd (State-owned Assets Property Rights [2022] No. 328), which agreed in principle to the transaction.

On 20 July 2022, the Second Extraordinary General Meeting of China Yangtze Power Co., Ltd. was held, at which the monition of Issuing Shares and Paying Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction and other proposals relating to the transaction were considered and approved. Details of the above transactions are set out in the relevant announcement published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/), announcement number: 2022-045.

On 14 November 2022, China Yangtze Power Co., Ltd received the Reply on Approving the Application of China Yangtze Power Co., Ltd to Purchase Assets and Raise Supporting Funds from China Yangtze River Three Gorges Group Company Limited and Other subsidiaries from the China Securities Regulatory Commission (CSRC Permit No. [2022] 2740). The approval is as follows;

1. Approve the issue of 460,961,213 shares to China Yangtze River Three Gorges Co, 230,480,606 shares to Yunnan Energy Investment Group Company Limited and 230,480,606 shares to Sichuan Energy Investment Group Company Limited for the purchase of relevant assets.

2. Approve the issue of shares to raise matching funds of not more than RMB16,096,765,600.

3. The company shall issue shares to purchase assets and raise matching funds in strict accordance with the proposal and relevant application documents submitted to CSRC.

4. The company shall comply with the information disclosure obligations in a timely manner in accordance with the relevant regulations.

5.The company shall carry out the relevant procedures for the issue of shares in accordance with the relevant regulations.

6. This approval shall be valid for 12 months from the date of issuance.

7. The company shall report to CSRC in a timely manner if any material matters requiring disclosure under the laws and regulations or any material problems occur during the implementation process."

Details of the above transactions are set out in the relevant announcements published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/), announcement numbers: 2022-036, 2022-037, 2022-047, 2022-070.

After obtaining the approval of the CSRC in respect of this major asset reorganisation, the Company has actively promoted the implementation of the reorganisation in strict accordance with the relevant laws and regulations and has completed the transfer of 100% of the equity interest in Yunchuan on 10 January 2023, Announcement No. 2023-003.

 

Opinions of independent directors:

1. The transaction constitutes a related party transaction, and the proposal and related motions of the transaction have been approved by us in advance before being submitted to the Board of Directors of the Company for deliberation. The relevant proposal of the transaction has been deliberated and approved at the 30th Meeting of the Fifth Board of Directors of the Company, and the related Directors have recused themselves from voting following the law. The convening, holding, and voting procedures of the meeting of the Board of Directors are in compliance with the provisions of laws, regulations, and the Articles of Association and the resolutions of the meeting of the Board of Directors are legal and effective.

2. The transaction is in compliance with the provisions of the Company Law of the People's Republic of China, Securities Law of the People's Republic of China, the Administrative Measures for the Material Asset Reorganizations of Listed Companies, the Provisions on Regulating Several Issues Concerning Material Asset Reorganizations of Listed Companies, the Measures for the Administration of  Securities Issuance by Listed  Companies and other laws, regulations and regulatory documents, and the proposal is reasonable and operable.

3. The transaction price of the underlying assets of this transaction will be based on the evaluation results determined in the evaluation report issued by the asset evaluation institution in accordance with the provisions of the Securities Law and filed by the competent state-owned assets supervision and administration institution. The pricing of the underlying assets is fair and reasonable and in compliance with the relevant laws and regulations, and no damage to the interests of the Company and other shareholders exists.

4. he Proposal and Summary on the Report (draft) of the Issue of Shares and Payment of Cash to Purchase Assets and Raise Subscription Funds and Connected Transaction by China Yangtze Power Co., Ltd. is formulated by the Company for this transaction is in compliance with the relevant laws and regulations and is feasible.

5. The pricing principles involved in the issuance of shares and raising of matching funds from the counterparty in this transaction comply with the provisions of relevant laws, regulations and regulatory documents, and the pricing is fair and reasonable, without any damage to the interests of the Company and all shareholders

6. This transaction is conducive to enhancing the core competitiveness and sustainable profitability of the Company, reducing related party transactions, and avoiding horizontal competition, which is conducive to the long-term development of the Company and in line with the interests of all shareholders of the Company.

7. It is agreed that  the Company and the Counterparty have signed the Supplemental Agreement to the Major Assets Purchase Agreement between China Three Gorges Group Company Limited, Yangtze River Three Gorges Investment Management Company Limited, Yunnan Energy Investment Group Company Limited, Sichuan Energy Investment Group Company Limited and China Yangtze Power Company Limited, with conditions, and the general arrangements of the Board of Directors in respect of the Transaction, and that the above agreements and arrangements are in compliance with the Company Law of the PRC, the Securities Law of the PRC, the Measures for the Administration of Securities Issuance by Listed Companies, the Measures for the Administration of Takeovers by Listed Companies and the Measures for the Administration of Major Assets Reorganisation of Listed Companies and other laws and regulations, departmental regulations and regulatory documents.

 the Company and the Counterparty sign the Material Assets Purchase Agreement of China Three Gorges Corporation, Yangtze River Three Gorges Investment Management Co., Ltd., Yunnan Provincial Energy Investment Group Co., Ltd., Sichuan Energy Industry Investment Group Co., Ltd., and China Yangtze Power Co., Ltd. with effective conditions, as well as the overall arrangement of the Board of Directors on this transaction.

For details of the above, please refer to the "Independent Opinion of the Independent Directors of CYPC on Issuing Shares and, Purchasing Assets by Cash and Raising Supporting Funds as well as on Related Party Transactions by the Company" issued on the website of Shanghai Stock Exchange (http://www.sse.com.cn/) on July 1, 2022.

 

(VI) Sales of Material Assets and Equity

�� Applicable □ Inapplicable

Significant asset and equity sales: The Company reduced its holdings in Shanghai Electric Power by an aggregate of 6.10% from January to September 2022, with a reduction of 157 million shares, recovering approximately RMB 1.825 billion and contributing investment income of approximately RMB 711 million from the disposal.

 

(VII) Analysis of Main Holding Companies and Joint-stock Companies

�� Applicable □ Inapplicable

At the end of the reporting period, there are 27 subsidiaries included in the scope of the Company's consolidated financial statements, refer to "Section X Financial Report, III. Company Profile, 2. Scope of Consolidated Financial Statements"; there are 53 joint ventures, associates and subsidiaries in total, refer to "Section X Financial Report, VII. Notes to the key items in the Consolidated Financial Statements, 17. Long-term Equity Investment��. The company's major subsidiaries and major joint-stock companies are as follows:

1. Analysis on main subsidiaries

Monetary Unit: RMB 10,000

Name

Shareholding proportion (%)

Registered Capital

Total assets

Net assets

Net Income

Business scope

CYPC Yichang Energy Investment Co., Ltd.

100

300,000.00

340,104.92

339,966.39

-25,349.81

Hydroelectric power generation; power generation business, power transmission business, power supply (distribution) business General projects: investment activities with own funds; energy storage technology services; biomass energy technology services

China Yangtze Power

International (Hong Kong) Co., Ltd.

100

USD$154 million

4,222,125.76

2,758,854.97

82,692.55

Development, investment and operation of overseas power projects, and equity investment in related industries.

Three Gorges Jinsha River Chuanyun      Hydropower  Development Co., Ltd.

100

3,400,000.00

12,040,180.53

8,029,185.03

1,088,670.90

Hydropower development,                 construction, investment, operation and management; clean energy development and investment; professional and technical services for clean energy.

Three Gorges Power Co.,

Ltd.

70

200,000.00

210,454.23

191,963.94

1,955.52

Developmen , construction, design and operation management of power distribution and sales system; electricity sales and services; development, consultation, transfer and service of electric power technology; carrying, repairing and testing power

CYPC

Investment   Management Co., Ltd.

100

500,000.00

532,661.13

528,710.60

-32,326.96

Securities investment��consulting. General projects: investment management, industrial investment, venture capital, information consulting services  (excluding licensing information consulting  services), business management, social and economic consulting      services.

CYPC

Xinneng Co., Ltd.

100

700,000.00

403,726.99

399,789.51

2,301.52

Power generation business, power transmission business, power supply (distribution) business; installation, maintenance and testing of power transmission, power supply and receiving power facilities. General items: energy storage technology services; engineering management services; technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion.

CYPC Sales

Ltd.

100

100,000.00

15,204.62

12,436.28

10,409.33

Electricity supply. General projects: energy conservation management services,  sales agents, information consulting  services (excluding licensing information consulting services). Technical services, technology development, technical consulting, technology  exchange, technology transfer, technology promotion, comprehensive energy management services  and contract energy management services in the field of power science and technology

 

2. Analysis on main joint-stock companies

Monetary Unit: RMB 10,000

Name

Shareholding ratio (%)

Registered Capital

Business scope

Hubei Energy Group Co., Ltd.

29.11

650,744.95

Energy investment, development, management, and other business permitted by national policy.

Three Gorges Finance Co., Ltd.

19.35

500,000.00

Providing financial and financing consultancy, credit authentication and related consulting and agency services to member units; assisting member units in the collection and payment of transactions; providing guarantees to member units; handling entrusted loans and entrusted investments among member units; accepting and discounting bills to member units; handling internal transfers and settlements among member units and the design of corresponding settlement and liquidation plans; taking deposits from member units; It handles loans and financial leasing to member units; engages in interbank lending; issues finance company bonds upon approval; underwrites corporate bonds of member units; invests in equity in financial institutions; invests in marketable securities; buyer's credit and financial leasing of member units' products; and other businesses approved by the China Banking Regulatory Commission.

Guangzhou Development Group Incorporated

 

 

 

 

 

15.35

 

 

 

 

 

354,405.55

Commodity retail trade except for licensed and approved items); wholesale trade of goods (except for licensed and approved items); investment of enterprises' own capital; business management services (except for licensed items); management of corporate headquarters; wholesale of coal and products; wholesale of petroleum products (except for refined oil products and dangerous chemicals); retail of electrical equipment; retail of general mechanical equipment; technology development for the use of natural gas; solar photovoltaic power supply systems Research, development and design of solar photovoltaic power supply systems; engineering project management services; energy conservation technology promotion services; environmental protection technology promotion services; technical consultation and technical services in the field of renewable energy; municipal facilities management; technical services (excluding permitted items).

Shenergy Group Company Limited

 

12.20

 

491,203.83

Power construction, energy, energy conservation, comprehensive utilization of resources and related projects, development of raw materials, high technology and export earning projects related to energy construction, investment and operation.

Guangxi Guiguan Electric Power Co., Ltd.

11.36

788,237.78

Development, construction, and operation of hydropower  stations, thermal power plants, and various types of power plants, clean energy development, power transmission and transformation projects, organization of power (thermal) production and sales, construction of water conservancy and     hydropower projects, installation, repair and test of power facilities, fabrication and installation of hydraulic metal structures, machinery manufacturing, processing and repair, engineering measurement, economic and technical consultation in power finance, property management, hotel management, catering services, domestic trade, staff internal training.

Three Gorges Capital Holdings Co., Ltd.

10.00

714,285.71

Industrial investment; equity investment; asset management; investment consulting.

Chongqing Three Gorges Water Conservancy and Electric Power Co., Ltd.

20.12

191,214.29

Power generation; power supply, sales and services;development, construction, design and operation management of distribution power system; engineering survey and design; installation (repair and test) of power facilities; power technology development, technology transfer, technology consultation and technology services; sales and leasing of electric power materials; power project development; distributed energy comprehensive utilization service; integrated energy service integrating power supply, gas supply, water supply and   heat supply; production, processing and sales of roasted manganese, manganous carbonate, silicon-manganese alloy and  manganese-iron alloy

SDIC Power Holdings Co., Ltd.

18.59

745,417.98

Investment, construction, operation and management of energy projects based on electricity production; development and operation of new energy projects, high technology and environmental protection industries; development and operation of power ancillary products and information and consultancy services.

Sichuan Chuantou Energy Co., Ltd.

10.87

440,615.54

Investment, construction and operation management of energy   project dominated by power production; development and operation of new energy project, power supporting products and information, and consulting services; and investment and operation of railway and traffic system automation as well as     intelligent control product, optical fiber, optical cable and other high-tech industries.

Yunnan Huadian Jinsha River Middle Reaches Hydropower Development Co., Ltd.

23.00

779,739.00

Basin cascade planning and preliminary work; investment, construction and management of power stations; operation   regulation and dispatching of power stations in the basin; production and sale of electric energy; procurement of water conservancy and hydropower materials and equipment;         technical advisory services of water conservancy and hydropower engineering.

 

 

(VIII) Structured Entities Controlled by the Company

□ Applicable �� Inapplicable

 

VI. Discussion and Analysis by the Company on Future Development of the Company

(I)Industrial Pattern and Development Trend

�� Applicable □ Inapplicable

1. National electricity supply and demand is expected to be in overall tight balance in 2023.

According to the CEC's forecast, the domestic economy is expected to pick up overall, pulling up the growth rate of electricity consumption demand and other factors, the national social electricity consumption is expected to be 9.15 trillion kilowatt hours in 2023, an increase of about 6% year-on-year. There are uncertainties in the power supply and demand situation, with some regions experiencing tight power supply and demand during peak periods such as peak summer and peak winter.

2. Renewable energy development, promote green low-carbon transformation.

The "14th Five-Year Plan" is a key period for the country to build a new development pattern and transform its energy and power structure. According to the "14th Five-Year Plan" for renewable energy development, China's renewable energy development will present a new pattern of large-scale and high-quality development. Optimize the development mode, promote storage and consumption, give full play to the green and low-carbon advantages of renewable energy, lead the direction of energy production and structural transformation, and provide strong support to achieve the goal of "carbon peaking and carbon neutrality". According to the requirements of the Plan, the proportion of installed renewable energy and the total amount of power generation are expected to continue to increase in 2023.

As a renewable energy source, hydropower is safe, stable, clean, efficient, and flexible in operation, and is highly compatible with the national energy strategy. The large hydropower plants operated and managed by the Company are all key national energy projects and backbone power sources for the "west-east transmission", and their scope of consumption involves two major power grids, three regions and 12 provinces and cities. With the further deepening of the electricity market reform, the value of hydropower in terms of energy, reliability, flexibility, and green environment will be given full play and the Company's competitiveness will be further enhanced.

 

(II)Company's Development Strategy

�� Applicable □ Inapplicable

During the "14th Five-Year Plan", the Company will adhere to the new concept of development, build a new development pattern, actively serve the national carbon peak and neutrality strategies, the Yangtze  River  economic belt  and  other major national  strategic  deployment, unswervingly promote market-oriented reform, digital transformation, international expansion, further consolidate the leading position  in  the  world  hydropower  industry,  and  strive  to  create  a  world-class  clean  energy  listed company with the core of hydropower.

During the "14th Five-Year Plan", the Company will further consolidate, deepen and expand the new development model.  First, in terms of the  industry  chain,  the  Company  will  promote  power generation and sales of electricity to achieve an effective extension of the industry chain. Second, in terms of the energy structure, the Company will develop it into hydro-wind-photovoltaic storage and multi-energy complementary, to build an integrated  development pattern  of hydro-wind-photovoltaic storage. Third, in terms of the business form, the Company will continue to strengthen the development of integrated smart energy, and expand from the power generation side to the customer-side integrated services. Fourth, in terms of the development of regional, the Company will transfer the production system advantages into new advantages to participate in international cooperation and competition, and continue to expand internationally while strengthening the domestic business.

 

(III)Operating Plan

�� Applicable □ Inapplicable

Power generation plan: In 2022, the annual power generation capacity of the Company's terraced power stations will be 158,581 million kWh (excluding the Wudongde and Baihetan hydropower stations acquired in January 2023) due to factors such as the severe dryness of water coming from the upper reaches of the Yangtze River in the second half of the year and the storage of water in the new upstream power stations, etc. In 2023, with the total amount of water coming from the Wudongde reservoir not less than 136 billion cubic metres and the Three Gorges reservoir not less than In 2023, the annual power generation plan for the six basin-tiered power stations owned by the Company will be 306.4 billion kWh, provided that the total amount of incoming water from the Wudongde reservoir is not less than 136 billion cubic metres and the total amount of incoming water from the Three Gorges reservoir is not less than 500 billion cubic metres, and that the distribution of incoming water during the year is conducive to power generation.

Marketing plan: In 2023, in the face of the increasingly complex electricity market environment, marketing will take large-scale hydropower as the fundamental and continuously consolidate the electricity marketing model; take pioneering innovation as the driving force to comprehensively enhance the coverage of marketing business; take green development as the opportunity to strive to cash in on the comprehensive benefits of the Company's power stations. In line with the development requirements of the power system reform, we will rely on the competitive advantages of large hydropower in the market, take into account the short-term and long-term benefits of electricity sales, and cash in on the comprehensive benefits of large hydropower on the basis of ensuring its consumption; we will continue to deepen and explore the "large hydropower + new energy + pumped storage + electricity sales + integrated energy +... ..." clustered marketing model, give full play to the company's big hydropower brand effect, and combine with the opportunity to optimize and improve the policy related to green power green certificate, research and explore the path of big hydropower and new energy green value realization.

Investment plan: value creation-oriented, adhere to the focus on the main responsibility of the main business, around clean energy, intelligent integrated energy, industrial chain upstream and downstream and other business development direction, active and steady strategic investment. We will also promote the rotation of equity assets, strengthen active market value management, and fully exploit the value of the stock of equity by considering the trend of the capital market. We will continue to promote the construction of a water, wind, and storage energy base in the lower reaches of the Jinsha River and vigorously carry out the investment and construction of pumped storage power stations, so as to promote the good development of the Company in the 14th Five-Year Plan and make important contributions to the sustained growth of the Company's scale and performance.

Financing plan: Closely follow the market situation and policies, strengthen the analysis and research ability, take advantage of the company's high credit rating both inside and outside the country, accurately grasp the issuance window, preferably select financing tools, broaden financing channels, innovate financing methods, enrich financing varieties, combine the company's capital needs, scientifically formulate financing strategies, optimize the company's capital structure and strive to reduce financing costs.

 

(IV)Possible Risks

�� Applicable □ Inapplicable

1. Risks of water inflow from the Yangtze River

The giant hydropower stations of the Company are distributed in the middle and upper reaches of the Yangtze River, and the generation capacity is closely related to the water from the Yangtze River. The uncertainty of water from the basin and the water storage of new hydropower projects in the upper reaches may have a certain impact on the power production and generation capacity of the Company.

The Company will pay close attention to the influence of meteorological change on the water and rain regimen and strengthen the cooperation with the hydrological and meteorological and engineering construction units to propel the perfection of the reservoir information sharing mechanism in the upper Yangtze River basin, constantly increase the forecast and analysis ability of water and rain regimen, carry out in-depth joint dispatching of cascade reservoirs in the river basin, coordinate the needs of flood control, power generation,  shipping, and water replenishment, and make the most of comprehensive benefits in the cascade water control project.

2. Risks of work safety

All the company's terraced power stations are located on the main stream of the Yangtze River and are responsible for several tasks such as supply and flood control, with complex operating conditions. The large capacity and number of units in the power stations, the variety of equipment and the long operating cycle make it difficult to manage the operation of the equipment, and the responsibility for dam safety management is heavy. New businesses, such as pumped storage and new energy, have a wide range of locations, and the management boundary is constantly extended, so safety risk prevention and control face new challenges.

The company will continue to take the five major safety risks of major personal injury and death, flooding of plants, extensive power outages, major equipment and facility damage, and network security as the focus of control and management, and to press home the main responsibility for safety management. We will carry out in-depth special work such as the year of strengthening safety management and production safety inspection, continuously improve the dual prevention mechanism, summarise, and promote management experience, continuously improve safety management and form a long-term mechanism for risk control. Continue to promote innovative research and application of results in safety production, reduce and eliminate safety risks with the help of technological innovation

3. Risks of power markets

Under the reform of the power system further deepened by the country, and the deepening and promotion of the medium- and long-term trading, auxiliary service market, and spot market, the Company needs to face the impact of external environment uncertainty.

The company will strengthen the core capacity of large hydropower marketing, establish a sound institutional mechanism and organizational guarantee, hold fast to the status of large hydropower market main body, and consolidate the basic plate of large hydropower revenue. Around the market development direction, deep plowing the power market, explore the "big hydropower + new energy + pumped storage + electricity sales + intelligent integrated energy + ......" cluster marketing model, promote the delivery and receiving end of the market water and scenery integrated marketing. Combine with policies related to green power and green certificates, research and explore the exploration of the green value of large hydropower and new energy. Create a community of interests and win-win cooperation with customer-related parties to expand market space and establish long-term and stable cooperation relationships.

4. Risks of investment control

Against the backdrop of slowing global economic growth and domestic economic restructuring, the Company's outbound investments are affected by various factors such as changes in domestic and international political, economic, and capital markets and intensified market competition, which make outbound investments more difficult and investment returns may be lower than expected. After the completion of the investment, there are differences in geography, culture, systems and thinking, and the M&A projects also face certain control and cultural integration risks.

The Company establishes a standardised investment management system, conducts pre-project research, due diligence and feasibility studies, and critically reviews and judges�� factors such as investment direction, work procedures, investment return indicators and potential risks. Continuously pay attention to changes in the domestic and overseas capital and financial markets, strengthen research on trends in exchange rates and interest rates in relevant regions, and select suitable window periods for investment. Explore innovative management models and mechanisms to ensure flexible and efficient project follow-up management

.

 

(V)Others

□ Applicable �� Inapplicable

 

VII. Description for Situation and Cause that the Company Did Not Disclose According to the Criterion Due to Inapplicable Criteria or Special Causes Concerning the State Secret and Business Secret

□ Applicable �� Inapplicable

 

Section IV Corporate governance

I. Explanation on the Corporate Governance

�� Applicable □ Inapplicable

In strict accordance with the requirements of the Company Law, the Securities Law, the Code of Governance for Listed Companies and other laws and regulations, the Company has continuously improved the corporate governance structure of the Company, established and improved the corporate governance structure with the "three meetings and one layer" of the shareholders' meeting, the Board of Directors, the Supervisory Committee and the management as the core, giving full play to the role of the Board of Directors The Board of Directors will "set strategy, make decisions and prevent risks", and the management will "plan operation, grasp implementation and strengthen management", so as to effectively safeguard the interests of all shareholders.Since 2016, the Board of Directors of the Company has achieved a majority of external directors (including independent directors), accounting for 12 out of 15 director seats, or 80%, including 5 independent directors, and the professional fields of directors cover corporate management, finance and finance, strategic investment, power production, energy planning, etc., forming rich diversity and better checks and balances.

The Company has made it a primary premise and a basic standard of governance and operation to govern the Company in accordance with the law and not to cross the red line, and has fully integrated the requirements of compliance with the law into all aspects of corporate decision-making and operation, throughout all business areas, all management levels and all jobs.

In 2022, the Company held 37 general meetings, meetings of the Board of Directors and ad hoc committees and meetings of the Supervisory Committee, and considered and passed a total of 177 motions, with a 100% approval rate. In strict accordance with the Company Law and the Articles of Association, the Company completed the renewal of the Board of Directors and the Supervisory Committee and the improvement of the Special Committee of the Board of Directors. The Board of Directors and Supervisors performed their duties adequately and established "three reports" (pre-reporting, daily reporting and reporting on important matters), "two surveys" (regular research and special research) and "one closed loop" (reporting - implementation - re-reporting). In conjunction with the renewal of the Board of Directors and the Supervisory Committee, a total of 19 directors and supervisors were organised to participate in the training for directors organised by the Beijing Listed Companies Association, the training for sole directors of the SSE and the training for junior directors, etc.; the corporate governance system, such as the Management System of Fund Raising, was timely revised to promote the standardised operation of the Company; information disclosure was true, accurate, complete, timely and fair, and the Company was awarded the Shanghai Stock Exchange's Information Disclosure System. During the reporting period, the Company was awarded the "Model Enterprise of State-owned Enterprise Governance" by the State-owned Assets Supervision and Administration Commission of the State Council and the "2022 Best A-share Company of the Year" by the China Securities Regulatory Commission. During the reporting period, the Company was awarded the "Best Governance Practice of A-share Listed Companies in 2022".

.

Whether there are material differences between corporate governance and the provisions of laws, administrative regulations, and China Securities Regulatory Commission on the governance of listed companies; if so, the reasons should be given.

 

□ Applicable �� Inapplicable

 

II. Specific measures taken by the Controlling Shareholder and the Actual Controller to ensure the independence of the Company's assets, personnel, finance, departments, and business, as well as the solutions, work schedule, and follow-up work plan made to affect the independence of the Company

□ Applicable �� Inapplicable

 

The situation that the Controlling Shareholder, the Actual Controller, and other companies under their control are engaged in the same or similar business as the Company, the impact of the horizontal competition or significant changes in the horizontal competition on the Company, solutions taken, progress and the follow-up solutions

 

□ Applicable �� Inapplicable

 

III. Introduction to General Meeting of Shareholders

 

Session number of meeting

Holding date

Query index of resolutions at the named websites

Date to disclose resolutions published

Meeting resolution

First Extraordinary General Meeting of 2022

March  9, 2022

Website of Shanghai Stock     Exchange: www.sse.com.cn      Announcement No.: 2022-014

March 10, 2022

The followings were reviewed and approved:

1. Proposal for the Change of the Fifth Session of the Board of Directors of the Company

2. Proposal for the renewal of the Fifth Session of the Supervisory Committee of the Company

Annual General Meeting of Shareholders 2022

May 25, 2022

Website of Shanghai Stock     Exchange: www.sse.com.cn      Announcement No : 2022-031

May 26, 2022

The followings were reviewed and approved:

1. Report on the Work of the Board of Directors of the Company for the Year 2021

2. Report on the Work of the Supervisory Committee of the Company for the Year 2021

3. Report on the Financial Accounts of the Company for the Year 2021

4. Profit Distribution Plan of the Company for the Year 2021

5. Proposal on the Appointment of the Financial Reporting Auditor for the Year 2022

6. Proposal on the Appointment of Internal Control Auditors for the Year 2022

7. Proposal on the Company's external guarantee plan for the year 2022

8. Proposal to carry out short-term fixed income investments for the year 2022

9. Proposal to Renew the Financial Services Framework Agreement with Three Gorges Finance Co.

10. Proposal to Renew the Framework Agreement on Financing Business with Three Gorges Finance (Hong Kong) Limited

11. Proposal to Issue Debt Financing Instruments in the Interbank Market

12. Proposal on the Issuance of Corporate Bonds

13. Proposal on the formulation of the "Management System for External Donations" of the Company

14. Proposal on Adjusting the Standard of Allowance for Independent Directors of the Company

Second Extraordinary General Meeting of 2022

 

July 20, 2022

Website of Shanghai Stock     Exchange: www.sse.com.cn      Announcement No : 2022-031

July 21, 2022

The followings were reviewed and approved:

1. Proposal to Issue Shares and Pay Cash to Purchase Assets and Raise Matching Funds and Related Transaction

2. Proposal on the Company's compliance with the conditions for the issue of shares and payment of cash to purchase assets and raise matching funds

3. Proposal to Issue Shares and Pay Cash to Purchase Assets and Raise Matching Funds Constituting a Connected Transaction

4. Proposal on the Report on the Issue of Shares and Payment of Cash to Purchase Assets and Raise Matching Funds and Connected Transaction (Draft) of China Yangtze Power Company Limited" and its summary

5. Proposal to enter into the agreement relating to the transaction

6. Proposal to Issue Shares and Pay Cash to Purchase Assets and Raise Matching Funds in Compliance with Article 4 of the Regulations Governing Certain Issues of Material Asset Reorganization of Listed Companies

7. Proposal on the Issue of Shares and Payment of Cash to Purchase Assets and Raise Matching Funds in Compliance with Article 11 of the Regulations Governing the Reorganization of Major Assets of Listed Companies

8. Proposal to Issue Shares and Pay Cash to Purchase Assets and Raise Matching Funds in Compliance with Article 43 of the "Measures for the Administration of Major Assets Reorganization of Listed Companies

9. Proposal on the Issue of Shares and Payment of Cash to Purchase Assets and Raise Matching Funds Not Constituting a Restructuring Listing under Article 13 of the Measures for the Administration of Major Assets Reorganization of Listed Companies

10. Proposal to approve the audit report, asset evaluation report and pro forma review report in relation to the Transaction

11. Proposal on the Impact of the Transaction on the Company's Dilution of Immediate Return and Measures to Fill in the Amount".

12. Proposal on the Company's Dividend Return Plan for Shareholders for the Next Three Years (2022-2024)

13. Proposal to request the shareholders' meeting to authorize the Board of Directors and its authorized persons to fully handle matters relating to the issue of shares and payment of cash to purchase assets and raise matching funds by the Company

 

Restoration of voting rights by preferred shareholders requesting to convene an extraordinary general meeting.

 

□ Applicable �� Inapplicable

 

Explanation of general meeting:

 

□ Applicable �� Inapplicable

 

 

 


IV. Directors, Supervisors, and Senior Executives

(I) Changes in Shareholding and Compensation of Directors, Supervisors, and Senior Executives Currently in Office and Leaving Posts in the Reporting Period

�� Applicable □ Inapplicable

Unit: share

Full name

Position (Note)

Gender

Age

Starting date of tenure

Ending date of tenure

Number of shares held at the beginning of year

Number of shares held at the end of year

Increase or decrease of stocks within the year

Causes for changes

Total pre-tax compensation acquired from the Company in the reporting period (RMB 10,000)

Whether receiving compensation from related parties of the Company

Lei Mingshan

Chairman

Male

61

2018-12

 

0

0

 

 

 

Yes

Ma Zhenbo

Deputy Chairman

Male

59

2018-07

 

0

0

 

 

122.70

No

Zhang Xingliao

Directors/General Managers

Male

51

2020-11/2020-10

 

0

0

 

 

122.38

No

Hu Weiming

Director

Male

58

2022-03

 

0

0

 

 

 

Yes

Su Jinsong

Director

Male

56

2021-05

 

0

0

 

 

 

No

Su Tianpeng

Director

Male

43

2022-03

 

0

0

 

 

 

No

Zhao Yan

Director

Female

53

2016-05

 

0

0

 

 

 

No

Hong Meng

Director

Male

43

2022-03

 

0

0

 

 

 

No

Zhang Biyi

Independent

Director

Male

69

2017-03

 

0

0

 

 

16.75

No

Wen Bingyou

Independent

Director

Male

68

2017-03

 

0

0

 

 

16.75

No

Yan Hua

Independent

Director

Male

68

2017-11

 

0

0

 

 

16.75

No

Huang Delin

Independent

Director

Male

69

2022-03

 

0

0

 

 

13.00

No

Huang Feng

Independent

Director

Male

66

2022-03

 

0

0

 

 

13.00

No

Zeng Yi

Chairman   of  the

Board of Supervisors

Male

52

2021-06

 

0

0

 

 

 

Yes

Mo Jinhe

Supervisor

Male

58

2015-05

 

0

0

 

 

 

No

Xia Ying

Supervisor

Female

53

2017-05

 

0

0

 

 

 

No

Sheng Xiang

Supervisor

Male

58

2018-12

 

0

0

 

 

 

No

Teng Weiheng

Supervisor

Male

40

2019-08

 

0

0

 

 

 

No

Ma Zhitao

Employee supervisor

Male

56

2022-01

 

0

0

 

 

90.09

No

Huang Xun

Employee supervisor

Female

45

2022-01

 

16,000

16,000

 

 

94.82

No

Lu Jinsong

Employee supervisor

Male

48

2022-01

 

0

0

 

 

34.74

Yes

Zhan Pingyuan

Chief     Financial Officer

Male

50

2019-04

 

0

0

 

 

104.82

No

Xie Jun

Deputy    General Manager

Male

53

2020-10

 

0

0

 

 

106.24

No

Chen Hui

Deputy    General Manager

Male

47

2020-10

 

0

0

 

 

105.84

No

Ran Yichuan

Deputy    General Manager

Male

53

2021-10

 

0

0

 

 

103.02

No

Liu Haibo

Deputy General Manager

Male

51

2022-12

 

0

0

 

 

102.04

No

Xue Ning

Board Secretary

Male

49

2022-01

 

0

0

 

 

98.46

No

Pan Jing

Chief Legal Counsel

Female

50

2022-05

 

0

0

 

 

94.96

No

Guan Jielin

Director (Resigned)

Male

58

2022-03

2023-04

0

0

 

 

109.83

No

Zong Renhuai

Director (Resigned)

Male

57

2016-05

2022-10 

0

0

 

 

 

No

He Hongxin

Director (Resigned)

Male

52

2018-12

2022-03

0

0

 

 

 

Yes

Wang Shiping

Director (Resigned)

Male

59

2021-05

2022-03

0

0

 

 

 

Yes

Zhou Chuangen

Director (Resigned)

Male

57

2016-05

2022-03

0

0

 

 

 

No

Zhao Qiang

Director (Resigned)

Male

57

2018-07

2022-03

0

0

 

 

 

No

Zhang Chongjiu

Independent Director (Resigned)

Male

70

2015-05

2022-03

0

0

 

 

3.75

No

Lv Zhenyong

Independent Director (ResignedNo)

Male

75

2015-10

2022-03

0

0

 

 

3.75

No

Hu Yang

Employee Supervisor (Resigned)

Female

55

2019-08

2022-01

0

0

 

 

 

Yes

Chen Yanshan

Employee Supervisor (Resigned)

Male

49

2019-08

2022-01

0

0

 

 

 

No

Yang Xingbin

Employee Supervisor (Resigned)

Male

61

2018-12

2022-01

0

0

 

 

 

No

TOTAL

/

/

/

/

/

16,000

16,000

 

/

1,373.69

/

 

 

Full name

Main Work Experiences

Lei  Mingshan

Chairman, Master's degree, Senior Economist. Assistant General Manager,Deputy General Manager (official rank) at China International Engineering Consulting Corporation, member of the party group and Deputy General Manager at China International Engineering Consulting Corporation, Deputy Director (official rank) of the Inspection Division and Director of the Fund Planning Division at the Three Gorges Project Corporation under the State Council, Deputy Director and member of the Party Group of the Three Gorges Project Corporation under the State Council, Vice Minister and member of the Party Group of the Ministry of Water Resources. Chairman and Party Secretary of China Three Gorges Corporation.

 

Ma Zhenbo

Vice Chairman, Master of Engineering and Senior Engineer. Director of Gezhouba Power Plant, Director of Three Gorges Power Plant, Deputy General Manager of the Company, Director of the Human Resources Department of China Three Gorges Corporation and Director of the Retired Worker Management Office. He is currently the General Manager Assistant of China Three Gorges Corporation, Vice Chairman of the Company.

 

Zhang

Xingliao

Director, General Manager, Master of Management, Senior Accountant, and Certified Public Accountant. He has served as Deputy Manager of the Financial Department of the Company, Deputy Manager of the Financial Department of the Company and the Deputy General Manager and Chief Financial Officer of Hubei Daye Nonferrous Metals Co. Ltd, Deputy Manager of the Financial Department of the Company as well as the Vice-Chairman of the Board of Supervisors of Hubei Daye Nonferrous Metals Co. Ltd, Deputy Chief Economist of the Company as well as Director,Deputy General Manager and Chief Accountant of Hubei Qingneng Real Estate Group Co. Ltd, Deputy Director of the Asset Finance Department, Deputy Director (in charge) and Director of China Three Gorges Corporation, General Manager of Three Gorges Finance Co., Ltd. He is currently the Director, General Manager of the Company

 

Hu Weiming

Director, Master of Engineering and Senior Engineer. He successively held the posts of General Manager of Three Gorges Mechanical and Electrical Engineering Technology Co., Ltd., General Manager of China Three Gorges Construction Management Co., Ltd. and General Manager of Three Gorges Mechanical and Electrical Engineering Technology Co., Ltd. He is currently the General Manager of China Three Gorges Construction Engineering Corporation.

 

Su Jinsong

Director, bachelor��s degree, Senior Engineer. He successively held the posts of Assistant to the President of Yunnan Provincial Energy Investment Group Co.,Ltd.,General Manager of Yunnan Provincial Power Investment Co., Ltd.,President and Chief Operating Officer of Beijing CPCEP Energy Conservation and Environmental Protection Technology Co., Ltd.,Chairman of Yunnan Provincial Power Investment Co., Ltd. He is currently General Manager of the Equity Management Center of Yunnan Provincial Energy Investment Group Co., Ltd.

 

Su Tianpeng

Director,PhD.in Finance.He successively held the posts of the Customer Manager of Shanghai Sub-branch of Shanghai Pudong Development Bank, the Investment Manager,Deputy Manager, and Department Head of the Direct Investment Business Division of Ping An Asset Management Co., Ltd. He is currently the Senior Managing Director (Administrative Director) of Direct Investment Business Division of Ping An Asset Management Co.,Ltd.

Zhao Yan

Master's degree in Science and a Master's degree in Business Administration, Financial Risk Manager (FRM) certification.��Portfolio Manager at Taikang Asset Management Co., Ltd., Manager at Deloitte Management Consulting Co., Ltd., General Manager of Asset Management Center at Sunshine Insurance Group Corporation Limited, Assistant General Manager and Chief Risk Officer at Sunshine Asset Management Co., Ltd��Vice General Manager, Director, and Board Secretary at Sunshine Asset Management Co., Ltd.

 

Hong Meng

Director, Master of Accounting (Ph.D. in progress), Senior Accountant, National Accounting Leader (Reserve) of the Ministry of Finance, Certified Public Accountant, Certified Tax Agent, US Certified Management Accountant. He successively held the posts of the Deputy Manager, Deputy Manager, Deputy Director (presiding over the work), and Director of the Financial Assets Department of China National Nuclear Power Co., Ltd., and the Chief Accountant of China Nuclear Industry Huaxing Construction Co., Ltd. He is currently the Deputy Director of the Finance Department of China National Nuclear Corporation

Zhang Biyi

Independent Director and Senior Accountant. He successively held the posts of Deputy General Manager, Chief Accountant of China Shipbuilding Industry Corporation (CSIC).

Wen Bingyou

Independent Director and Senior Engineer. He successively held the posts of Director of China Dongfang Electric Corporation.

Yan Hua

Independent Director and Senior Economist.Held the posts of General Manager Assistant of Commercial Aircraft Corporation of China, Ltd

Huang Delin

Independent Director and Senior Engineer. He successively held the posts of Deputy General Manager of Wuhan Iron and Steel (Group) Corporation

 

Huang Feng

Independent Director and Senior Engineer. He successively held the posts of Deputy General Manager, and concurrently Deputy Director of the Expert Academic Committee of China International Engineering Consulting Corporation. He is currently the Deputy Director of Expert Academic Committee of China International Engineering Consulting Corporation

 

Zeng Yi

Chairman of the Board of Supervisors, Senior Accountant. He successively held the posts of Deputy Director and Director of Finance Department of Dongfang Electric Co., Ltd., Director of Assets and Finance Department of both Dongfang Electric Corporation and Dongfang Electric Co., Ltd., Director of Audit Department of both Dongfang Electric Corporation and Dongfang Electric Co., Ltd., and Director and General Manager of Dongfang Electric Group Finance Co., Ltd. He is currently the Chief Accountant of China Three Gorges Corporation.

 

Mo Jinhe

Supervisor, Bachelor's Degree in Accounting, Senior Economist, Senior Auditor, and International Certified Internal Auditor. He successively held the posts of Chief Accountant of Hainan Power Grid Company, Deputy Director of Financial Department of China Southern Power Grid Co., Ltd. and Chief Accountant of Guangdong Power Grid Co., Ltd. He is currently the first-class employee, deputy general manager and chief accountant of Guangdong Power Grid Co., Ltd.

Xia Ying

Supervisor with a bachelor��s degree and Senior Engineer. She has successively served as Deputy Director and Director of the Capital Market Office of the Capital Operation Department of China National Petroleum Corporation. Now he is a full-time director and supervisor of the Finance Department of China National Petroleum Corporation.

 

Sheng Xiang

Supervisor and Senior Accountant. He has successively served as the deputy director and the head of the finance department of Sichuan Tianhua Co., Ltd., the head of assets finance department of Sichuan Chemical Industry Holding (Group) Co., Ltd., and the head of the financial assets department (settlement center) of Sichuan Energy Industry Investment Group Co., Ltd. He is currently the Deputy Chief Accountant and the Head of Financial Assets Department (Settlement Center) of Sichuan Energy Industry Investment Group Co , Ltd

Teng

Weiheng

Supervisor, with a master��s degree He has successively served as the manager of the investment department of Anhui Guofu Industry Investment Fund Management Co., Ltd., the head of the institutional business department of Essence Securities Co., Ltd. Yunnan Branch, and the deputy general manager of the capital management center (the management office of directors and supervisors) of Yunnan Provincial Energy Investment Group Co., Ltd. and the deputy general manager of the capital management center of Yunnan Provincial Energy Investment Group Co., Ltd. He is currently the General Manager of the Capital Management Center of Yunnan Provincial Energy Investment Group Co., Ltd.

 

Ma Zhitao

Employee Supervisor, Bachelor of Law, Political Worker. He successively held the posts of Director of the Second Division of the Discipline Inspection and Supervision Department of China Three Gorges Corporation, Secretary of the Committee for Discipline Inspection and Deputy Manager of Three Gorges Tourism Development Co., Ltd., and Secretary of the Committee for Discipline Inspection of Yangtze Ecology and Environment Co , Ltd He is now secretary of the Company��s Discipline Inspection Commission

 

Huang Xun

Employee Supervisor, Master of Engineering, Senior Political Worker. He successively held the posts of Director of the Employee Management Division of the Human Resources Department of the Company, Director for the Management Office of Retired Employees of the Company, Deputy Director of the Management Office for Retirees (Management Office of Retired Employees) of the Company, and the Deputy Manager, Manager, and Director of Human Resources Department of the Company. He is currently the Deputy Director of the Three Gorges Power Plant.

 

Lu Jinsong

Employee Supervisor, Master of Engineering and Senior Engineer. He successively held the posts of Director of Monitoring / Automatic Equipment Management of Production Management Department of Xiangjiaba Power Plant, Deputy Director and Director of Electrical Maintenance Department of Xiangjiaba Power Plant, Assistant Director and concurrently Director of Electrical Maintenance Department of Xiangjiaba Power Plant, Deputy General Manager of Three Gorges Jinsha River Chuanyun Hydropower Development Co., Ltd. He is currently the General Manager of Three Gorges Jinsha River Chuanyun Hydropower Development Co , Ltd

Zhan

Pingyuan

Chief Financial Officer, Doctor of Management, Senior Accountant and Senior International Financial Controller. He successively held the posts of the Director of the Asset and Finance Department of CWE Investment Corporation, the Director of the Asset and Finance Department, the Chief Accountant and concurrently Director of the Asset and Finance Department, the Chief Accountant and concurrently Chairman of the Labor Union of Three Gorges International Energy Investment Group Co., Ltd., and the Chief Financial Officer and General Counsel of the Company. Currently, he is the Chief Financial Officer of the Company.

 

Xie Jun

Deputy General Manager, Master of Management and Senior Engineer. He successively held the posts of Deputy Director, Director of the Electrical Maintenance Department of Three Gorges Power Plant, Deputy Director of the Three Gorges Electrical and Mechanical Installation Project Department of the Electrical and Mechanical Engineering Department of China Three Gorges Corporation, Deputy Director of Three Gorges Power Plant, Preparatory Team Deputy Leader of Yangtze Three Gorges Power Distribution and Sales Co., Ltd., General Manager of Three Gorges Power Co., Ltd. Now he is the Deputy General Manager of the Company.

 

 

Chen Hui

The Deputy General Manager of Three Gorges Power Plant, Master of Engineering, Senior Engineer. He has served as Deputy Director of Production Technology Department of Three Gorges Power Plant; the Head of Production Management Department, Deputy Chief Engineer and Deputy Director of Production Management Department, of Xiluodu Hydropower Plant Preparation Office; Deputy Chief Engineer and Deputy Director of Production Management Department, as well as Chief Engineer and Director of Production Management Department of Xiluodu Hydropower Plant; Deputy Head of Wudongde and Baihetan Power Production Preparation Group; Director of Baihetan Power Plant Preparation Office; Director of Three Gorges Power Plant. He is currently the Deputy General Manager of the Company and concurrently Director of Three Gorges Power Plant.

 

 

Ran Yichuan

The Deputy President and concurrently Chief Engineer, Master of Management, Senior Engineer He successively held the posts of Deputy Director of the Mechanical and Hydraulic Maintenance Department of Three Gorges Power Plant, Deputy Chief Engineer of Three Gorges Power Plant, Technical Head of Jinsha River Project Preparation Group, Head of Production Management Department of Xiluodu Hydropower Plant Preparation Office, Deputy Director of Xiluodu Mechanical and Electrical Installation Project Department of Mechanical and Electrical Engineering Department of China Three Gorges Corporation; Deputy Director, Director of Xiluodu Hydropower Plant, and Chief Engineer of the Company. He is currently the Deputy General Manager and Chief Engineer of the Company

 

 

 

Liu Haibo

Vice President and Party Committee Deputy Secretary of Baihetan Power Plant, bachelor's degree, senior engineer, Deputy Director of the Three Gorges Power Plant Operations Department, Deputy Manager of the Production Planning Department, Deputy Manager of the Production Technology Department (in charge of work), Deputy Director of the Three Gorges Cascade Dispatching Department, Director of the Production Technology Department, Deputy Director of the Baihetan Power Plant Construction Office (in charge of work), Deputy Plant Manager of the Baihetan Power Plant (in charge of work), Plant Manager and Party Committee Secretary of the Baihetan Power Plant, and is currently the Vice President and Party Committee Deputy Secretary of the company as well as the Plant Manager of Baihetan Power Plant.

 

Xue Ning

Secretary of the Board of Directors, Master of Management, Master of Business Administration, Senior Engineer. He successively held the posts of Director of the Board of Directors' Office, Deputy Director (presiding) and Director of the Andes Project Office of the Company. He is currently the secretary of the Company's board of directors, the president of China Yangtze Power International (Hongkong) Co., Limited., and the director of the Andes Project Office and Foreign Affairs Office.

Pan Jing

General Counsel and Chief Compliance Officer, bachelor's degree in Law and the title of Senior Economist, Secretary of the General Manager's Office (Party Affairs and Mass Work Department), Deputy Manager of the General Manager's Office (Legal Affairs Office), Manager (Director) of the Enterprise Management Department (Audit Department, Legal Affairs Office), and Director of the company's Enterprise Management Department (Legal Affairs Office). currently serving as the company's General Counsel and Chief Compliance Officer.

 

Other information

□ Applicable �� Inapplicable

 


(II) Service status of directors, supervisors, and senior executives currently in office and leaving posts in the reporting period

1. Conditions on service in shareholder unit

�� Applicable □ Inapplicable

Name of employees

Name of the unit of shareholders

Position held in the unit of shareholders

Starting date of tenure

Ending date of tenure

Lei   Mingshan

China Three Gorges Corporation

Board Chairman

2018-08

 

Ma Zhenbo

China Three Gorges Corporation

General Manager��s Assistant

2020-06

 

Hu

Weiming

China Three Gorges Construction Engineering Corporation

General Manager

2020- 12

 

 

Su Jinsong

Yunnan Provincial Energy Investment Group Co., Ltd.

Equity Management Center General manager

 

2023-03

 

 

Su

Tianpeng

 

Ping An Asset Management Co., Ltd.

Senior Managing Director of Direct Investment Business Department

 

2022-08

 

Zhao Yan

Sunshine Asset Management Co., Ltd.

Deputy General Manager

2014- 12

 

Zhao Yan

Sunshine Life Insurance Co., Ltd.

Director

2015-06

 

Hong Meng

China National Nuclear

Corporation

Deputy Director of the Finance   Department

2021-07

 

Zeng Yi

China Three Gorges Corporation

Chief Accountant,

2020- 12

 

 

Mo Jinhe

 

Guangdong Power Grid Co., Ltd.

First-level employee, Deputy General Manager, Chief Accountant

 

2020- 12

 

Xia Ying

China  National  Petroleum Corporation

Full-time Director and Supervisor

2022-09

 

 

Sheng

Xiang

 

Sichuan  Energy  Industry Investment Group Co., Ltd.

Head of Financial & Assets Department ��Settlement Center)

 

2018-09

 

Sheng

Xiang

Sichuan Energy Industry Investment Group Co., Ltd.

Deputy Chief Accountant

2020- 11

 

 

Teng

Weiheng

Yunnan  Provincial  Energy Investment Group Co., Ltd.

General Manager

of Capital Management Center

 

2022-03

 

Zhan  Pingyuan

Three Gorges Finance Co., Ltd.

Director

2020- 12

 

Conditions on service in the unit of shareholders

 

 

2. Conditions on service in other units

�� Applicable □ Inapplicable

Name of employees

Name of other units

Position held in other units

Starting date of tenure

Ending date of tenure

Hu Weiming

China Society for Hydropower Engineering Hydraulic Machinery Special Committee

Vice Chairman

2009

 

Hu Weiming

China Society for Electrical Engineering 

Member

2018

 

Hu Weiming

China Society for Hydropower Engineering Ninth Council

Director

2022

 

Su Jinsong

Huaneng Lancang River

Hydropower INC

Deputy Chairman

2021-08

 

Su Jinsong

Guodian Jinsha River Xulong Hydropower Development Co , Ltd

Director

 

2021-03

 

Su Jinsong

Guodian Jinsha River Benzilan Hydropower Development Co., Ltd.

Director

 

2021-03

 

Su Jinsong

Yunnan Coal Industry Group Co , Ltd

Director

2020-02

 

Yan Hua

China State Shipbuilding Corporation Limited

Director

2019- 11

 

Yan Hua

Ansteel Group Corporation

Director

2019-07

 

Huang Feng

Dongfang Electric Co., Ltd.

Director

2021-06

 

Mo Jinhe

China South Power Grid Finance Co., Ltd.

Director

2013-08

 

Mo Jinhe

Champion Property Insurance Co., Ltd.

Director

2013-09

 

Xia Ying

Jinzhou Port Company Limited

Supervisor

2017-03

 

Xia Ying

Sichuan Changning Natural Gas Development Co., Ltd.

Director

2017-04

 

Xia Ying

Petro China Hainan Sales Co., Ltd.

Supervisor

2017-08

 

Xia Ying

Dalian Petrochina Shipping Co., Ltd.

Director

2018-05

 

Xia Ying

China Tendering and Bidding Public Service Platform Co., Ltd.

Supervisor

2018-06

 

Xia Ying

PetroChina Karamay Petrochemical Co., Ltd.

Director

2022-02

 

Teng Weiheng

Yunnan  Provincial  Energy Investment Group Co., Ltd.

Director

2019-04

 

Teng Weiheng

Yunnan Yunwei Company Limited

Director

2019- 10

 

Teng Weiheng

Yunnan Green Energy Industry Group Co., Ltd.

Legal Representative��Executive Director, General Manager

 

2022-01

 

Zhan Pingyuan

Yangtze Andes Holding Co., Limited (platform company and operating company in Peru)

Director(Chairman and Chief Executive Officer)

 

2021-04

 

Zhan  Pingyuan

SDIC Power Holdings Co., Ltd.

Director

2019-09

 

Zhan  Pingyuan

CYPC Capital Holding Co., Ltd.

Chairman and President

2019- 11

 

Zhan  Pingyuan

CYPC Investment Management Co., Ltd.

Chairman and General Manager

2020-09

 

Zhan  Pingyuan

Three Gorges Capital Holdings Co., Ltd.

Director

2020- 12

 

Zhan Pingyuan

China Yangtze Power International (Hong  Kong) Co., Ltd.

Director /

Chairman of the

Board

2021- 12

 

Xie Jun

Three Gorges Electric Energy Co., Ltd.

Chairman

2021-12

 

Xie Jun

Chongqing Three Gorges Water Conservancy and Electric Power (Group) Co., Ltd.

Chairman

2022-11

 

Xie Jun

CYPC Sales Ltd.

ExecutiveDirector

2020- 12

 

Xie Jun

CYPC Xinneng Co., Ltd.

Executive director

2021-05

 

Chen Hui

China Yangtze Power International (Hong  Kong) Co., Ltd.

Director

2021-12

 

Ran Yichuan

Beijing Zhongshuike Hydropower Technology Development Co., Ltd.

Vice Chairman

2022-09

 

Liu Haibo

Shenergy Company Limited

Director

2020-06

 

Xue Ning

CYPC Capital Holding Co., Ltd.

Director

2019-11

2022-11

Xue Ning

Yangtze Andes Holding Co., Limited (platform company and operating company in Peru)

Director (Chairman and CEO)

2022-04

 

Xue Ning

China Three Gorges International Power Operations Co., Ltd.

Director

2021-10

 

Xue Ning

CYPC International Energy Investment (Hainan) Co., Ltd.

Chairman and CEO

2021-12

2023-01

Xue Ning

China Yangtze Power International (Hong  Kong) Co., Ltd.

Chairman and CEO

2021-12

 

Pan Jing

CYPC Investment Management Co., Ltd.

Chairman of the Supervisory Board

2020-09

 

Conditions on service in other units

 

 

 

(III) Compensation of Directors, Supervisors and Senior Management

�� Applicable □ Inapplicable

Decision-making process of compensation of directors, supervisors and senior management

The remuneration for Independent Directors was paid according to the standard determined by the General Meeting of Shareholders. The Employee Representative Supervisor was paid according to the Company's salary system and its incumbency and work performance evaluation in the Company, and other supervisors collected no salary from the Company. The Remuneration and Appraisal Committee of the Board of Directors formulate the remuneration payment standard and payment plan for senior executives, which shall be implemented after being approved by the Board of Directors.

Decision-making process of the remuneration for directors, supervisors, and senior management personnel

The remuneration for independent directors is executed in accordance with the standards determined by the shareholders' meeting. The remuneration for employee representative supervisors is determined according to the company's compensation-related system based on their positions and job performance in the company, while other supervisors do not receive remuneration from the company. The remuneration for senior management personnel is executed in accordance with the "Measures for the Administration of Remuneration for Senior Management Personnel".

Compensation Paid to Directors, Supervisors and Senior Managers

Ma Zhenbo RMB1,227,000; Zhang Xingliao RMB1,223,800; Guan Jielin RMB1,098,300; Zhan Pingyuan RMB1,048,200; Xie Jun RMB1,062,400; Chen Hui RMB1,058,400; Ma Zhitao RMB 900,900; Ran Yichuan RMB1,030,200; Liu Haibo RMB1,020,400; Xue Ning RMB 984,600; Pan Jing RMB949,600; Huang Xun RMB 948,200; Lu Jinsong RMB347,400; Zhang Biyi RMB167,500; Wen Bingyou RMB167,500, Yan Hua RMB167,500. Huang Delin RMB130,000; Huang Feng RMB130,000;  Zhang Chongjiu RMB 37,500, Lü Zhenyong RMB37,500.

Total Compensation Paid to all the Directors, Supervisors and

The total remuneration was RMB 13,736,900.

 

(IV) Change of Director, Supervisor and Senior Management of the Company

�� Applicable □ Inapplicable

Full name

Title

Changes

Reasons for change

Guan Jielin

Director

Elected

Change of term of office

Hu Weiming

Director

Elected

Change of term of office

Su Tianpeng

Director

Elected

Change of term of office

Hong Meng

Director

Elected

Change of term of office

Huang Delin

Independent Director

Elected

Change of term of office

Huang Feng

Independent Director

Elected

Change of term of office

Ma Zhitao

Employee supervisor

Elected

Change of term of office

Huang Xun

Employee supervisor

Elected

Change of term of office

Lu Jinsong

Employee supervisor

Elected

Change of term of office

Liu Haibo

Vice General Manager

Appointed

Supplement

Xue Ning

Board secretary

Appointed

Supplement

Pan Jing

General Counsel

Appointed

Supplement

He Hongxin

Director

Resigned

Change of term of office

Wang Shiping

Director

Resigned

Change of term of office

Zhou Chuan'gen

Director

Resigned

Change of term of office

Zhao Qiang

Director

Resigned

Change of term of office

Guan Jielin

Director

Resigned

Work Adjustment

Zong Renhuai

Director

Resigned

Work Adjustment

Zhang Chongjiu

Independent Director

Resigned

Change of term of office

Lyu Zhenyong

Independent Director

Resigned

Change of term of office

Hu Yang

Employee supervisor

Resigned

Change of term of office

Chen Yanshan

Employee supervisor

Resigned

Change of term of office

Yang Xingbin

Employee supervisor

Resigned

Change of term of office

Li Shaoping

Board secretary

Resigned

Work Adjustment

Zhan Pingyuan

General Counsel

Resigned

No longer part-time

 

(V) Explanation on the Punishment from the Securities Regulatory Institutions in the Last Three Years

□ Applicable �� Inapplicable

 

(VI) Miscellenaous

□ Applicable �� Inapplicable

 

V. Board Meetings during the Reporting Period

Session number of meeting

Holding date

Meeting resolution

The 32st Meeting of the Fifth Board of Directors

January 27, 2022

The following proposals were approved:

1. Proposal to revise the Internal Audit Management System of the Company.

2. Proposal on the 2021 Annual Internal Audit Report of the Company.

3. Proposal on the 2022 Annual Internal Audit Work Plan of the Company.

4. Proposal on the 2021 Compliance Management Report of the Company.

5. Proposal on the Comprehensive Risk Assessment Results for 2022 of the Company.

6. Proposal to adjust the Company Secretary of the Board of Directors.

 

The 33st Meeting of the Fifth Board of Directors

February 18, 2022

The following proposals were approved:

1. Proposal on the election of the fifth board of directors of the Company.

2. Proposal on convening the first extraordinary general meeting of shareholders in 2022.

 

The First Meeting of the Sixth Board of Directors

March 10, 2022

The followings were reviewed and approved :

1. Proposal to Elect Lei Mingshan as the Chairman of the Sixth Board of Directors of the Company

2. Proposal to Elect Ma Zhenbo as the Vice Chairman of the Sixth Board of Directors of the Company

3. Proposal to Determine the Composition of the Strategic and Environmental Committee of the Sixth Board of Directors

4. Proposal to Determine the Composition of the Audit Committee of the Sixth Board of Directors

5. Proposal to Determine the Composition of the Compensation and Assessment Committee of the Sixth Board of Directors

6. Proposal to Appoint Mr. Zhang Xingliao as the General Manager of the Company

7. Proposal to Appoint Mr. Zhan Pingyuan as the Chief Financial Officer of the Company

8. Proposal to Appoint Mr. Xie Jun, Mr. Chen Hui, and Mr. Ran Yichuan as Vice General Managers of the Company

9. Proposal to Appoint Mr. Xue Ning as the Secretary of the Board of Directors of the Company.

 

The Second Meeting of the Sixth Board of Directors

March 31, 2022

The following proposals have been approved for deliberation:

1. Proposal on the 2021 Compensation of Senior Management Personnel of the Company

2. Proposal on Advancing the Term System and Contract Management of Senior Management Personnel of the Company in 2022

3. Proposal on the 2022 Annual Salary Budget Plan of the Company

 

The Third Meeting of the Sixth Board of Directors

April 22, 2022

Approved the Proposal on Publicly Listing and Transferring the Equity of Qingneng Group

The Fourth Meeting of the Sixth Board of Directors

April 27, 2022

The followings were reviewed and approved:

1. Report on the Internal Control Evaluation of the Company for the Year 2021

2. Proposal on Engaging the Audit Institution for the 2022 Financial Report

3. Proposal on Engaging the Audit Institution for the 2022 Internal Control Audit

4. Proposal on the Company's Investment Plan for 2022

5. Proposal on the Company's External Guarantee Plan for 2022

6. Proposal on the Company's Plan for Fulfilling Social Responsibility Projects in 2022

7. Proposal on the Company's Routine Related Party Transactions for 2022

8. Proposal on Conducting Short-Term Fixed-Income Investments for 2022

9. Proposal on Renewing the Financial Services Framework Agreement with China Three Gorges Finance Co., Ltd.

10. Proposal on Renewing the Financing Business Framework Agreement with China Three Gorges Finance (Hong Kong) Co., Ltd.

11. Proposal on Matters Related to the Issuance of Debt Financing Instruments on the Interbank Market

12. Proposal on Issuing Corporate Bonds

13. Proposal on Formulating the Company's Donation Management System

14. Proposal on Adjusting the Allowance Standard for Independent Directors of the Company.

 

The 5th meeting of the Sixth Board of Directors

April 28, 2022

The followings were reviewed and approved:

1. Work Report of General Manager for 2021 and Work Plan for 2022

2. Work Report of the Board of Directors for 2021

3. Financial Final Account Report for 2021

4. Profit Distribution Plan for 2021

5. Annual Report for 2021

6. Social Responsibility Report for 2021

7. Financial Budget Report for 2022

8. First Quarter Report for 2022

9. Proposal on Convening the 2021 Shareholders' Meeting

 

The 6th meeting of the Sixth Board of Directors

May 27, 2022

The proposal to appoint Ms. Pan Jing as the Chief Legal Advisor of the company was approved

The 7th meeting of the Sixth Board of Directors

June 22, 2022

The followings were reviewed and approved:

1. Proposal to amend the Outbound Guarantee Management Measures of the company

2. Proposal to amend the Capital Management Measures of the company

3. Proposal to formulate the Senior Management Personnel Selection Management Measures (Trial) of the company

4. Proposal to formulate the Total Salary Management Measures (Trial) of the company

 

The 8th meeting of the Sixth Board of Directors

June 30, 2022

The followings were reviewed and approved:

1. Proposal on the issuance of shares, payment of cash to purchase assets, and the raising of matching funds, as well as related party transactions.

2. Proposal on the company meeting the conditions for issuing shares, paying cash to purchase assets, and raising matching funds.

3. Proposal on the current issuance of shares, payment of cash to purchase assets, and raising of matching funds constituting a related party transaction.

4. Proposal on the draft report and summary of the China Yangtze Power Co., Ltd. Issuance of Shares, Payment of Cash to Purchase Assets, and Raising of Matching Funds and Related Party Transaction Plan.

5. Proposal on signing relevant agreements for this transaction.

6. Proposal on the current issuance of shares, payment of cash to purchase assets, and raising of matching funds meeting the provisions of Article 4 of the Regulations on the Standardization of Major Asset Restructuring of Listed Companies.

7. Proposal on the completeness, compliance, and effectiveness of the legal documents submitted for the current issuance of shares, payment of cash to purchase assets, and raising of matching funds in accordance with the legal procedures.

8. Proposal on the current issuance of shares, payment of cash to purchase assets, and raising of matching funds meeting the provisions of Article 11 of the Management Measures for Major Asset Restructuring of Listed Companies.

9. Proposal on the current issuance of shares, payment of cash to purchase assets, and raising of matching funds meeting the provisions of Article 43 of the Management Measures for Major Asset Restructuring of Listed Companies.

10. Proposal on the current issuance of shares, payment of cash to purchase assets, and raising of matching funds not constituting the restructuring and listing as stipulated in Article 13 of the Management Measures for Major Asset Restructuring of Listed Companies.

11. Proposal on approving the relevant audit reports, asset evaluation reports, and preparation and review reports for this transaction.

12. Proposal on the independence of the evaluation agency, the reasonableness of the evaluation assumptions and premises, the relevance of the evaluation methods and objectives, and the fairness of the evaluation pricing.

13. Proposal on the impact of this transaction on the diluted immediate returns of the company and the measures to be taken to fill the gap.

14. Proposal on the company's shareholder dividend return plan for the next three years (2022-2024).

15. Proposal on the company's stock price fluctuations.

16. Proposal on requesting the authorization of the shareholders' meeting to the board of directors and its authorized personnel to handle all matters related to the current issuance of shares, payment of cash to purchase assets, and raising of matching funds.

17. Proposal on convening the second interim shareholders' meeting of 2022.

 

The 9th meeting of the Sixth Board of Directors

August 30, 2022

The followings were reviewed and approved:

1. 2022 Interim Report and Summary of the Company

2. Proposal on the 2021 Remuneration and 2019-2021 Term Incentive Cash-out Scheme for Senior Management of the Company

3. Proposal on Issuing Risk Continuity Assessment Report for Three Gorges Finance Co., Ltd.

 

The 10th meeting of the Sixth Board of Directors

September 22, 2022

Approved the Proposal on the Audit Report and Review Report for this Restructuring and Period.

The 11th meeting of the Sixth Board of Directors

September 28, 2022

The followings were reviewed and approved

1. Proposal on Participating in the Establishment of Three Gorges Onshore New Energy Investment Company.

2. Proposal on Changing the Floor Price of 42.99% Equity of QN Energy Group.

3. Proposal on Disposing of China Construction Bank H Shares at an Opportune Time.

 

The 12th meeting of the Sixth Board of Directors

October 17, 2022

The followings were reviewed and approved

1. Proposal on Optimizing and Adjusting the Company's Relevant Departmental Settings.

2. Proposal on Establishing Yangtze Power Yichang Branch.

 

The 13th meeting of the Sixth Board of Directors

October 28, 2022

The followings were reviewed and approved

1. The company's third quarter report for 2022.

2. Proposal on participating in the equity restructuring of the Caiziba Pumped Storage Project Company in Fengjie County and establishing a holding subsidiary.

3. Proposal to change Changdian New Energy (Zhangye) Company to a wholly-owned subsidiary of Yangtze Power.

4. Proposal to elect a new director for the company.

5. Proposal to revise the Implementation Measures for Implementing the Three Major Governance Systems and One Major Decision-making System of the company.

 

The 14th meeting of the Sixth Board of Directors

December 16, 2022

The followings were reviewed and approved

1. Proposal on Adjusting the Company's Board Committees.

2. Proposal on Formulating the 'Board-Authorized Decision-making Plan' for the Company.

3. Proposal on Revising the 'General Manager Work Rules' of the Company.

4. Proposal on Revising the 'Fund Raising Management System' of the Company.

5. Proposal on Promoting the Tenure System and Contract Management of the Company's Senior Executives in 2022.

6. Proposal on Establishing the Company's Technology Innovation Department.

7. Proposal on Appointing Mr. Liu Haibo as the Company's Deputy General Manager.

 

 

VI. About Directors�� Performance of Duties

(I) About Directors�� Attendance at the Board Meeting and General Meeting of Shareholders

Name of Director

Independent Director or not

Attendance at the Board Meetings

Attendance at Shareholders�� Meeting

Time(s) of Supposed Attendance at the Board of Directors

Times of attendance in person

Time(s) of Attendance via Telecommunication

Time(s) of Entrusted Attendance

Time(s) of Absence

Failed to attend in person for two successive times?

Time(s) of Attendance at Shareholders�� Meeting

Lei  Mingshan

No

15

10

8

5

0

No

0

Ma

Zhenbo

No

15

13

8

2

0

No

2

Zhang Xingliao

No

15

14

8

1

0

No

2

Guan Jielin

No

13

13

7

0

0

No

1

Hu Weiming

No

13

13

7

0

0

No

0

Su Jinsong

No

15

13

8

0

0

No

0

Su Tianpeng

No

14

12

7

2

0

No

0

Zhao Yan

No

16

15

8

1

0

No

0

Hong Meng

No

14

10

7

4

0

No

1

Zhang Biyi

Yes

16

8

8

0

0

No

0

Wen Bingyou

Yes

16

8

8

0

0

No

0

Huang Hua

Yes

16

8

8

0

0

No

0

Huang Delin

Yes

14

7

7

0

0

No

0

Huang Feng

Yes

14

6

7

1

0

No

0

He Hongxin

No

2

1

1

1

0

No

0

Wang Shiping

No

2

1

1

1

0

No

0

Zong Renhuai

No

12

6

6

6

0

No

0

Zhou Chuangen

No

2

1

1

1

0

No

0

Zhao Qiang

No

2

1

1

1

0

No

0

Zhang Chongjiu

Yes

2

2

1

0

0

No

0

Lv Zhenyong

Yes

2

2

1

0

0

No

0

 

Explanation on Failure to Attend in Person at the Board Meeting for Two Successive Times

□ Applicable �� Inapplicable

Times of Board Meeting(s) Convened Within the Year

16

Wherein: Time(s) of On-Site Meeting(s)

8

Time(s) of Meeting(s) Convened via Telecommunication

8

 

(II) Objection to the Company��s related issues raised by directors

□ Applicable �� Inapplicable

 

(III) Miscellenaous

□ Applicable �� Inapplicable

 

VII. Special Committees under the Board

�� Applicable □ Inapplicable

(1). Membership of special committees under the Board

Name of special committee

Member name

Auditing Committee

Zhang Biyi, Wen Bingyou, Yan Hua, Huang Delin, Huang Feng

Remuneration and Appraisal Committee

Wen Bingyou, Zhang Biyi, Yan Hua, Huang Delin, Huang Feng

Strategy and Environment Committee

Lei Mingshan, Ma Zhenbo, Zhang Xingliao, Zhang Biyi, Wen Bingyou, Yan Hua

 

(2) The Audit Committee held 6 meetings during the reporting period

Holding date

Meeting contents

Important comments and suggestions

Other performance of duties

January 26, 2022

The 11th meeting of the 5th Audit Committee of the Board of Directors approved the following proposals:

1. Proposal to revise the "Internal Audit Management System" of the company.

2. Proposal on the "2021 Internal Audit Work Report" of the company.

Proposal on the "2022 Internal Audit Work Plan" of the company.

These proposals were submitted to the Board of Directors for review.

 

April 26, 2022

The 1st meeting of the 6th Audit Committee of the Board of Directors approved the following proposals:

1. "2021 Financial Statements Report" of the company.

2. "2021 Annual Report" of the company.

3. "2021 Internal Control Evaluation Report" of the company.

4. "2022 Financial Budget Report" of the company.

5. Proposal on the "2022 External Guarantee Plan" of the company.

6. Proposal to hire a financial report auditing agency for 2022.

7. Proposal to hire an internal control auditing agency for 2022.

8. Proposal on the "2022 Daily Related Party Transactions" of the company.

9. Proposal to renew the "Financial Services Framework Agreement" with Three Gorges Finance Co., Ltd.

10. Proposal to renew the "Financing Business Framework Agreement" with Three Gorges Finance (Hong Kong) Co., Ltd.

11. "2021 Audit Committee Work Report" of the company. These proposals were submitted to the Board of Directors for review.

It is agreed to submit the proposal of this Meeting to the Board of Directors for deliberation.

 

June 30, 2022

The second meeting of the Audit Committee of the 6th Board of Directors approved the following proposals:

1. Proposal regarding the "Issuance of Shares and Payment of Cash to Purchase Assets and Raise Matching Funds, as well as Related Transactions of the Company"

2. Proposal regarding the "Identification of Related Transactions in the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Matching Funds in the Company"

3. Proposal regarding the "Report (Draft) on the Issuance of Shares and Payment of Cash by China Yangtze Power Co., Ltd. to Purchase Assets and Raise Matching Funds, and Related Transactions, and its Summary"

4. Proposal regarding the "Agreements Related to the Transaction"

5. Proposal regarding the "Approval of the Audit Reports, Asset Evaluation Reports and Review Reports Related to the Transaction"

6. Proposal regarding the "Independence of the Valuation Agency, Reasonableness of Valuation Assumptions, Relevance of Valuation Methods and Objectives, and Fairness of Valuation Pricing"

7. Proposal regarding the "Diluted Immediate Return Impact of the Transaction on the Company and Remedial Measures"

8. Proposal regarding the "Plan for Shareholder Dividends and Returns for the Next Three Years (2022-2024)" of the company.

 

The proposals were submitted to the Board of Directors for review.

 

 

September 21, 2022

the third meeting of the Audit Committee of the 6th Board of Directors approved the proposal regarding the "Audit Report and Review Report for the Current Restructuring Period".

The proposal was submitted to the Board of Directors for review.

 

September 27, 2022

The fourth meeting of the Audit Committee of the 6th Board of Directors approved the proposal regarding the "Establishment of China Three Gorges Land-Based New Energy Investment Co., Ltd."

The proposal was submitted to the Board of Directors for review.

 

October 21, 2022

The Fifth Meeting of the Audit Committee of the Sixth Session of the Board of Directors considered and approved:

Proposal to Participate in the Equity Transformation of Fengjie County Caiziba Pumping and Storage Project Company and the Establishment of Additional Holding Subsidiary

The proposal was submitted to the Board of Directors for review.

 

 

(3) The Remuneration and Appraisal Committee held three meetings during the reporting period

Holding date

Meeting contents

Important comments and suggestions

Other performance of duties

March 30th, 2022

The first meeting of the 6th Board of Directors' Remuneration and Assessment Committee approved the following proposals:

1. Proposal on the 2021 Compensation of Senior Management of the Company.

2. Proposal on Promoting the Tenure System and Contract Management of the Company's Senior Executives in 2022.

3. Proposal on the 2022 Total Salary Budget of the Company.

 

It is agreed to submit the proposal of this Meeting to the Board of Directors for   deliberation

 

August 29th, 2022

The second meeting of the Compensation and Appraisal Committee of the 6th Board of Directors approved the proposal "Proposal on the Compensation of Senior Management Personnel for 2021 and the Implementation Plan of Incentives for the 2019-2021 Term".

It is agreed to submit the proposal of this Meeting to the Board of Directors for   deliberation.

 

December 15th, 2022

The third meeting of the Compensation and Appraisal Committee of the 6th Board of Directors approved the proposal "Proposal on Promoting the Implementation of Term-based and Contract-based Management for the Company's Senior Management Personnel in 2022".

It is agreed to submit the proposal of this Meeting to the Board of Directors for   deliberation.

 

 

(4). The Strategy and ESG Committee held 2 meetings during the reporting period

Holding date

Meeting contents

Important comments and suggestions

Other performance of duties

March 30, 2022

The first meeting of the Sixth Board of Directors' Strategy and ESG Committee approved the following:

1. Report on the Implementation of the "14th Five-Year Plan" Development Plan of the Company

Report on the Completion of Environmental Protection Work in 2021 and Work Plan for 2022

It is agreed to submit the proposal of this Meeting to the Board

 

June 30��2022

The second meeting of the Sixth Board of Directors' Strategy and ESG Committee approved the following:

1. Proposal on Issuing Shares and Paying Cash to Purchase Assets and Raise Supporting Funds, as well as Related Party Transactions

2. Proposal on <China Yangtze Power Co., Ltd.'s Share Issuance and Cash Payment to Purchase Assets and Raise Supporting Funds and Related Party Transactions Report (Draft)> and its Summary

Proposal on Signing Agreements Related to the Transaction

It is agreed to submit the proposal of this Meeting to the Board of Directors for   deliberation.

 

 

(5) Details of matters in question

□ Applicable �� Inapplicable

VIII. Description of the Company��s Risks Found by the Board of Supervisors

□ Applicable �� Inapplicable

The Board of Supervisors has not raised any objection to the supervision issues during the reporting period.

 

IX. Employees of the Parent Company and Main Subsidiaries at the End of the Reporting Period

(I) Employee status

Number of employees on active duty in the parent

company

3,755

Number of employees on active duty in the main subsidiary companies

3995

Number of employees on duty in total*

7750

Number of retired employees for which the parent company and major subsidiaries are responsible for expenses.

1,490

Professional composition

Type of professions

Number of professional persons

Production personnel

3,622

Sales personnel

254

Technical personnel

3,202

Financial personnel

174

Administrative personnel

498

TOTAL

7,750

Education background

Category of educational background

Quantity (headcount)

PhD

28

Master

1,641

Bachelor

3,361

Junior college

2,393

Technical secondary school diploma and below

327

TOTAL

7,750

(The numbers in the second column are for Changdian International's overseas subsidiaries and cannot be completely unified in terms of caliber.)

 

(II)  Remuneration Compensation policy

�� Applicable □ Inapplicable

The Company carried out the income distribution system based on post value and oriented by performance and market, established the remuneration incentive and constraint system of a multidimensional set of incentives co-exiting. The post salary standard was verified by job requirements and scope of work responsibility. The performance wage income and other bonus income were honored in line with the unit and employee performance assessment. The company strengthened incentives for market-oriented business units, technical innovation, special contributions, and important work, and further improved the differentiated salary allocation strategy.

The company implements a budget management system for total wage expenditures in its power generation units, with a focus on production and business performance and value creation, and establishes a linkage mechanism between wage and performance. Based on the annual production and business targets, economic performance, and human resources management requirements, the company carries out overall management and control of personnel size and total wage expenditures for each subsidiary. Each subsidiary formulates corresponding compensation policies based on its own production and business characteristics to maintain its market competitiveness and flexible and efficient advantages.

 

(III) Training plan

�� Applicable □ Inapplicable

In 2022, the company continues to implement the new concept, strategy, and measures for talent development in the new era, closely centered around the development strategy of "consolidating large hydropower at a high level and expanding new space with high quality," firmly implementing the talent-driven enterprise strategy, scientifically carrying out talent development work, and promoting the formation of a good pattern of "talent leading development."

Firstly, comprehensive top-level design for talent development will be done. The company will improve the work system of talent development, which integrates overall planning, hierarchical management, and categorized implementation, strengthen the plan and budget management of education and training, and ensure the implementation of employee education and training. Secondly, the foundation of skilled technical talents will be consolidated. The company will introduce the Opinion on Establishing the System of Selecting and Managing Skilled Workers (Trial Implementation), improve the mechanism for selecting, appointing, managing, motivating, and assessing skilled workers, organize and carry out the first large-scale employee occupational skill level certification, and more than 30 employees in the company have obtained an upgrade in their occupational skill level. Thirdly, the construction of the management talent team will be accelerated. Based on the resources of "One School and Four Institutes" of the Central Organization Department and the State-owned Assets Supervision and Administration Commission's cadre education center, the company will regularly carry out training programs such as special-topic selection and network learning on key work tasks to continuously improve the ability of cadres to perform their duties and their management level. The company will organize and implement key talent projects, such as the "Cruise Plan-Mini MBA Training" and the "Sailing Plan-Youth Talent Development Program," to reserve compound young talents with both power production background and market-oriented new business knowledge for new business development. Finally, the company will continue to strengthen the training of scientific and technological innovation talents. It will give full play to the role of research platforms and incubators such as Hubei Province's key laboratory, strengthen internal and external scientific research cooperation and exchanges, use key scientific research projects to promote the construction of innovative teams, and actively cultivate a group of influential industry-leading talents. The company will also organize scientific and technological innovation training, cultivate an innovative awareness for all employees, stimulate innovative enthusiasm, and enhance innovation vitality.

 

(IV) Labor outsourcing

□ Applicable �� Inapplicable

 

X. Profit Distribution or Capital Reserve Capitalizing Plan

(I) Development, Implementation or Adjustment of Cash Dividends Policy

�� Applicable □ Inapplicable

The profit distribution of the Company complies with the provisions of the Articles of Association and requirements of the resolutions of the general meeting. The dividend standards and proportions are

clear and definite. The relevant decision-making procedures and mechanisms are complete. Independent directors expressed clear opinions, the opinions and demands of small and medium shareholders were fully expressed, and their legitimate rights and interests were protected.

To further standardize the Company��s cash dividends, increase the transparency of cash dividends,

and earnestly safeguard the legal rights and interests of investors, the Company issued the Announcement on Soliciting Opinions of Investors on the Matters Relevant to the 2022 Profit Distribution Plan on February 28, 2023 in accordance with the requirements of the Guide for Supervision of Listed Companies No. 3��Cash Dividend Distribution of Listed Companies (Rev. 2022) issued by CSRC, collected opinions and suggestions from investors on the Company��s 2022 profit distribution plan, and reported to the audit committee of the board of directors. The Company formulated and implemented the 2022 Annual Profit Distribution Plan in strict accordance with the Articles of Association, which stipulates that "the cash dividend for the annual profit distribution from 2021 to 2025 shall not be lower than 70% of the net profit

.

 

(II) Special Description of Cash Dividend Policy

�� Applicable □ Inapplicable

Whether it complies with the provisions of the Articles of Association or the requirements of resolutions of the general meeting of shareholders

��Yes □No

Whether the dividend standards and proportions are definite and clear

��Yes □No

Whether the relevant decision-making processes and mechanisms are complete

��Yes □No

Whether the independent directors perform their duties and play their due role

��Yes □No

Whether the minority shareholders have the opportunity to fully express their opinions and demands and whether their legitimate rights and interests are adequately protected

��Yes □No

 

(III) The payoff in the reporting period and profit of the parent company available for distribution to the shareholders was positive, but in case of no Stock Cash Dividend Distribution Plan presented, the Company should, in detail, disclose the cause, as well as the purpose and use plan of the undistributed profit.

□ Applicable �� Inapplicable

 

(IV) Profit distribution and capital reserve fund transfer to increase capital stock during the reporting period. 

□ Applicable �� Inapplicable

                      Unit: RMB Yuan

Number of bonus shares per 10 shares

0

Dividend per 10 shares (including tax)

8.533

Number of shares transferred from capital reserve per 10 shares

0

Cash dividend amount (including tax)

20,092,277,840.10

Net profit attributable to ordinary shareholders of the listed company in the consolidated financial statements for the reporting period

21,309,033,980.94

Percentage of net profit attributable to ordinary shareholders of the listed company in the consolidated financial statements: (%)

94.29

Amount of cash used for share repurchase included in cash dividends

0

Total dividend amount (including tax)

20,092,277,840.10

Percentage of total dividend amount to net profit attributable to ordinary shareholders of the listed company in the consolidated financial statements: (%)

94.29

 

XI. The Company��s Equity Incentive Plan, Employee Shareholding Plan or other Employee Incentives and Influence

(I) Relevant incentive matters already disclosed in the temporary bulletin and without progress or changes of subsequent execution

□ Applicable �� Inapplicable

 

(II) Information on incentives not disclosed in the temporary bulletin or with subsequent Progress

Equity incentive

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

Employee shareholding plan

□ Applicable �� Inapplicable

 

Other incentive measures

□ Applicable �� Inapplicable

 

(III) Equity incentives granted to the directors and senior management during the reporting period

□ Applicable �� Inapplicable

 

(IV) About the establishment and implementation of the evaluation system and incentive mechanism for senior management in the reporting period

□ Applicable �� Inapplicable

.

XII. Establishment and Implementation of Internal Control System during the Reporting period

�� Applicable □ Inapplicable

During the reporting period, the Company continued to conduct the standardized operation and further improved its internal control system. The Company updated relevant systems promptly around business development, revised 84 systems throughout the year, and optimized business processes simultaneously, to effectively enhance the effectiveness of internal control.

 

Description of material.t defects in internal control in the reporting period

□ Applicable �� Inapplicable

 

XIII. Management Control over the Subsidiaries During the Reporting Period

□ Applicable �� Inapplicable

 

XIV. About the Internal Control Audit Report

�� Applicable □ Inapplicable

Tianjian Certified Public Accountants LLP has audited the effectiveness of internal control over the Company's 2022 Annual Financial Report and issued the 2022 Internal Control Auditor's Report of the Company. The full text was disclosed on the website of the Shanghai Stock Exchange at http://www.sse.com.cn.

Internal control auditor��s report disclosed or not��Yes

Type of opinion on the auditor��s report on internal control: Standard unqualified opinion

 

XV. Rectification of Problems Identified in the Self-inspection over the  Company's  Special Governance Measures

N/A.

 

XVI. Miscellenaous

□ Applicable �� Inapplicable

 

Section V Environmental and Social Responsibility

I. Environmental Information

 

Have environmental protection mechanisms been established or not

yes

Was environmental protection funding invested during the reporting period (Unit: ten thousand yuan)

7,821.87

 

(I) Explanations on the environment protection of the Company belonging to the heavy pollution units as prescribed by the environment protection department and its major subsidiaries

□ Applicable �� Inapplicable

 

(II) Explanations  on the  environmental protection  of companies  other than the  heavy pollution units

�� Applicable □ Inapplicable

 

1. Administrative penalties imposed on environmental problems

□ Applicable �� Inapplicable

 

2. Disclosure of other environmental information with reference to heavy pollution units

�� Applicable □ Inapplicable

In 2022, the company did not experience any environmental pollution incidents, environmental violation penalties, or environmental disputes. The company strictly abides by environmental regulations, fully fulfills its corporate responsibilities, and completes all environmental work with high quality.

The company's main business is hydroelectric power generation. There is no industrial wastewater or waste gas emissions during the electricity production process. Hydroelectric power effectively replaces the use of fossil fuels, significantly reducing atmospheric pollutants and greenhouse gas emissions, and has good ecological and environmental benefits. In 2022, a total of 310,200 tons of domestic sewage were treated, achieving a 100% compliance rate. 219.78 tons of hazardous waste were disposed of in compliance with regulations

 

3. Reasons for not disclosing other environmental information

□ Applicable �� Inapplicable

 

(III) Relevant information that is conducive to ecological protection, pollution prevention, and environmental responsibility fulfillment

�� Applicable □ Inapplicable

The company is an environmentally friendly enterprise that highly values the construction of ecological civilization and focuses on the comprehensive ecological and environmental benefits of hydropower stations. It has made positive contributions in preventing and controlling pollution, protecting biodiversity, improving water ecology, and providing ecological water replenishment for downstream areas.

Related information was as follows:

Comprehensive implementation of environmental risk management and investigation. The company comprehensively identifies 877 general environmental factors and 4 important environmental factors such as wastewater, solid waste, and noise in the jurisdictional area, formulates control measures and management plans, and continues to do a good job of environmental monitoring and inspection supervision. During the reporting period, the company organized the implementation of the "Yangtze River Protection Law" benchmarking self-inspection, cascading hydropower station on-site supervision, and special inspections of hazardous waste and sewage automatic monitoring facilities. All problems found were rectified, and risk control lists such as the "Hazardous Waste Management Regulations," "Hazardous Waste Catalog," and "Hazardous Waste Management Guidebook" were formulated to regulate the entire process of hazardous waste management and achieve closed-loop management of environmental protection.

Fully play the comprehensive ecological benefits of large hydropower. During the reporting period, the cascading hydropower stations of the company successively carried out ecological scheduling such as "layered water intake" and "artificial flood peak", and conducted a total of 17 hydrological and ecological scheduling experiments, which was the highest in recent years. Monitoring data showed that the ecological scheduling experiments created suitable hydrological and hydraulic conditions, and the spawning amount of the four major Chinese sturgeons in the Yangtze River showed an upward trend, effectively exerting the ecological benefits of the cascading reservoir group and playing a significant role in maintaining the ecological function of the main stream of the Yangtze River.

Carry out biodiversity protection work in depth. In 2022, the company focused on the protection and breeding of rare and unique fish species in the lower reaches of the Jinsha River. The company, together with relevant units, carried out artificial propagation of five fish species, including roundmouthed copper fish, Yangtze sturgeon, red lip fish, rock carp, and thick-jawed bream. In the year, a total of 8 batches of rare and unique fish were propagated, and about 2.085 million fertilized eggs and about 1.03 million fry were produced, an increase of about 62% compared to the previous year. The overall breeding scale was significantly improved, and the production capacity of key breeding species continued to increase. At the same time, the company organized two release activities. In the national "Fish Release Day" breeding and release activity in 2022, about 303,000 young Yangtze sturgeons with a length of 8-10 cm were released, exceeding the release task of young Yangtze sturgeons required by the "Yangtze Sturgeon (Psephurus gladius) Rescue Action Plan (2018-2035)". In the autumn release activity, 396,000 fish of six species including Yangtze sturgeon, roundmouthed copper fish, and thick-jawed bream were released, which greatly refreshed the company's record of self-breeding and release scale, providing important ecological and environmental support for the hydropower development in the lower reaches of the Jinsha River.

Actively ensure downstream water replenishment to meet water intake demand. In 2022, affected by continuous drought in summer and autumn, the water inflow of the Yangtze River basin was extremely low. While meeting flood control and power generation, the company fully guaranteed downstream water intake demand, and the ecological flow assurance rate

 

(IV) Measures and effects to reduce carbon emissions during the reporting period

�� Applicable □ Inapplicable

 

take any measures to reduce carbon emissions or not

yes

Amount of CO2 equivalent emissions reduced (in tons)

153,661,059

Type of carbon reduction measures taken (such as using clean energy for power generation, using carbon reduction technologies in production processes, developing new products that aid in carbon reduction, etc.)

Promoting carbon reduction through clean energy generation.

 

�� Applicable □ Inapplicable

 

The company's cascade hydropower stations continue to play an active and efficient role in reducing pollution and carbon emissions. In 2022, the four cascade power stations under the company's ownership produced 1855.81 billion kilowatt-hours of clean electricity, which is equivalent to replacing about 55.9527 million tons of standard coal in comparison to coal-fired power generation. This has reduced carbon dioxide emissions by approximately 153.6611 million tons, sulfur dioxide emissions by approximately 18,700 tons, and nitrogen oxide emissions by approximately 28,200 tons, contributing positively to energy supply security, ecological protection, haze prevention, and climate change mitigation. The company has set a positive example to help China achieve its goal of peak carbon emissions and carbon neutrality.

 

II. Social Responsibility

1. Separately disclose a social responsibility report, sustainable development report, or ESG report or not

 

�� Applicable □ Inapplicable

 

Social Responsibility Philosophy

We adhere to our social responsibility philosophy of "Harmony and wealth creation, dedication to society and green growth" by establishing and perfecting the social responsibility organization system with the company��s social responsibilty leadership group as the core, and mobilizing employees and business partners from supply chains to fullfill our social responsibilities, thus creating a cultural environment and a pattern with CYPC's characteristics to undertake our responsibilities.

The company combines its own development with social sustainable development, constantly promotes community development and progress as well as actively takes part in social welfare undertakings and pays back society with responsibilities, wisdom and sincerity.

Community Co-construction

1.Contribution to Regional Development

We have prioritized hiring employees in Hubei Province, especially in the areas of the Three Gorges, and Jinsha River reservoir. Strong supports were given to the employment of local college graduates, helping the children of resettled people in the reservoir area to find jobs.

We have prioritized procurement and investment in the local regions to facilitate the local economic development.

2.Inhabitants Resettlement

Prior to the construction of HPPs, we carried out a survey on the impact of the resettlement community and prepared the Detailed Rules for the Investigation of the Physical Indicators of the Resettlement in the Feasibility Study Report Phase of the Hydropower Station, to fully understand the production and living conditions of the resettled people. We carried out investigation and analysis of the environmental capacity of the resettled people, selected sites for the relocation of market towns and new sites for rural settlements. We planned rural settlements and prepared the Plan for Resettlement to ensure that the resettlement can be carried out in an orderly manner.

During the construction of HPPs, based on the actual conditions of the requisitioned area and resettlement area of the hydropower plant, we helped the resettled people to move to areas with relatively better living conditions, and provided agricultural resettlement, compound resettlement, old-age security resettlement, annual monetary compensation resettlement, and other production resettlement methods to help resettled people start a new life.

After the construction of HPPs, we increased our efforts to aid the construction of projects around the dam area, encouraged local immigrants to find employment, helped them solve difficulties in work and life, and promoted the stability and prosperity of the immigrants.

Public Service

We have been committed to social welfare undertakings such as supporting the socially disadvantaged groups and providing educational aid. Public welfare activities of Happy Smile, Charity Sunshine Class, Clean Package for Women, and Warm Winter Action have been carried out to solve social problems with our unremitting efforts.

1.Medical Charity

We have carried out the Happy Smile charity project for 13 consecutive years. As of the end of 2020, the project has successfully helped more than 600 poor children with cleft lips and palates to have surgery for free.

2.Education Support

We have established special scholarships in five universities including Chongqing University, Three Gorges University, and Sichuan University to help more than 1,200 impoverished students from the reservoir area pursue their dreams of higher education.

We have established the CYPC��s ��Charity Sunshine Class��, donated a total of RMB 1.25 million, and subsidized 200 extremely poor and excellent students.

We have carried out ��Warm Winter Action�� to send warmth and care packages to poor students.

3.Special Care

We have launched the ��Clean Package for Women�� donation activity to safeguard women's health.

4.Partner Assistance

We have established one-to-one assistance partnership with 55 poor households in Miaohe Village of Zigui County and Lianhe Village of Pingshan County, and established a regular mechanism to offer them caring packages and supplies.

Low-carbon and environmental protection

1. Energy saving and emission reduction

advocate green production and operation mode, implement green operation, green dispatching and maintenance, and strive to build green enterprises with low energy consumption and less emission

2. Protect biodiversity

carry out measures like research and application of key technologies for environmental protection and reduce the impact of production activities on ecological environment of the basin

 

For more details, please refer to the 2022 Environmental, Social and Governance Report of the Company disclosed in July.

 

2. Specific details of the company's social responsibility work

 

�� Applicable □ Inapplicable

 

Donations and Public Welfare Projects

Quantity/Details

Total Investment (10 thousand RMB)

34,201.36

    Fund Donation (10 thousand RMB)

34,198.42

         Donation of Materials (10 thousand RMB)

2.94

Number of Beneficiaries

26,000

 

Detailed description:

□ Applicable �� Inapplicable

III. Specific Conditions of Consolidation and Expansion of Poverty Alleviation and Rural Revitalization

�� Applicable □ Inapplicable

 

Poverty Alleviation and Rural Revitalization Projects

Number/Content

Total Investment (10,000 RMB)

15,000

   Capital (10,000 RMB)

15,000

           In-kind Donations (10,000 RMB)

 

Number of Beneficiaries

21,000

Forms of Assistance (such as poverty alleviation through industry development, employment, education, etc.)

Assistance in industry development, employment, education, medical care, infrastructure construction, introduction of assistance funds, consumption assistance, deployment of officials, etc.

 

Detailed description:

�� Applicable □ Inapplicable

 

The year of 2022 is the year of the 20th Congress of the Communist Party of China, and also the year of consolidating and expanding the achievements of poverty eradication to the comprehensive rural revitalization strategy transformation struggle. Yangtze River Power always insists on practicing its original intention and mission in benefiting the people, deeply implements the rural revitalization strategy, combines the characteristics of hydropower industry involving many immigrants, remote and poor areas, and close relationship with the production order of power stations, actively fulfills its social responsibility, continuously strengthens the support and assistance to the targeted help counties and the surrounding areas of power station reservoirs, keeps watch and help each other with the help areas, helps build livable, workable and beautiful villages, and promotes sustainable economic and social development in the reservoir area.

Firstly, the company focuses on rural revitalization and promotes various targeted poverty alleviation projects. Throughout the year, 26 targeted poverty alleviation projects were implemented in Wushan and Fengjie counties, with a donation of 150 million yuan. The construction of Three Gorges characteristic towns in Wushan and Fengjie counties was carried out, and a smart and modern, industry prospering characteristic town with green and low-carbon integration was gradually created through the construction of distributed photovoltaics, a smart dispatching center, and a digital rural management platform, effectively promoting rural revitalization. A number of assistance projects were launched to build a modern rural industrial system, such as the return-to-hometown entrepreneurship park, poverty alleviation workshops, and smart parks, driving local employment and industrial development. A series of inclusive health assistance projects were implemented, such as medical improvement, cochlear implant engineering, and the Tongzhou project, benefiting nearly 20,000 people in the assisted population.

Secondly, the company innovates work measures to ensure that rural revitalization takes root. It helped Wushan and Fengjie counties to introduce 54.75 million yuan in assistance funds and attracted 205 million yuan in investment, continuously expanding the depth of assistance. The company purchased agricultural and sideline products from the assisted areas totaling 8.8 million yuan and assisted local residents to increase their income by helping to purchase agricultural and sideline products worth 53.07 million yuan for the Yiling District government and other units. Three production workshops for industrial assistance were built, seven demonstration points for rural revitalization were created, and two poverty-stricken villages were paired for poverty alleviation with grassroots branches, continuously improving the level and effectiveness of assistance work. 3,558 grassroots cadres and skilled personnel were trained, and the talent revitalization strategy of the two counties was continuously promoted. At the same time, the company carried out pre-feasibility study and analysis of new energy and pumped storage projects in the support areas to help upgrade the rural industrial structure and energy transformation, and enhance the endogenous power of industrial development in the relevant districts and counties.

Thirdly, the company took the responsibility of helping and increase the investment in assistance work. Based on the coordinated development of the company's hydropower business and the construction of the reservoir area, the company coordinated and promoted the precise assistance and public welfare charity work in the reservoir area of Wudongde, Baihetan, Xiluodu, Xiangjiaba, Three Gorges and Gezhouba six power stations, helped the economic construction and livelihood protection of the reservoir area, created a good production and operation environment for electricity production while accelerating the long-term development of the reservoir area. The donated funds and projects cover infrastructure help, education help, health help, industrial help and many other aspects, promoting the economic and livelihood development of the reservoir area and creating a good external environment for power production. At the same time, the company gradually shifted its focus from concentrating resources on poverty alleviation to comprehensively promoting the rural revitalization strategy, focusing on education support, cultural and sports development, infrastructure construction and new business development, solidly promoting the construction of the Three Gorges Middle School in Leibo County, the renovation of Xiba Construction Road in Yichang City, the construction of the rural revitalization park in Guyang County and scholarships for Peruvian colleges and universities, carrying out corporate open days, donations to schools and cleft lip and palate children We also carry out public welfare activities such as corporate open days, donations to schools and rescue for children with cleft lip and palate, send warmth with good deeds, offer love to society, and consistently contribute to social governance, increase social welfare and create social value.


Section VI Important Matters

I. Performance of Commitment Matters

(I) Commitment Matters of the Company��s Actual Controllers, Shareholders, Related Parties, Purchasers, the Company and Other Related Parties in the Reporting Period or Lasting to the Reporting Period

�� Applicable □ Inapplicable

Background

Commitment type

Committed party

Commitment content

Time and deadline

Whether deadline for performance is provided

Whether the commitment is performed timely and strictly

Commitment        related to material asset                      reorganization

Asset injection

CTG

In the Report on the Material Assets Purchase and Related Transaction of China Yangtze Power Co., Ltd., the China Three Gorges Corporation and the Company made relevant appointment and promise: 1. Considering the related disposal formalities for parts of land of Three Gorges Development Company were not yet handled, China Three Gorges Corporation and the Company agreed that when related transaction conditions were OK, China Three Gorges Corporation would sell 100% of the Three Gorges Development equity it held to the Company, and the Company promised to purchase the preceding equity; 2. In accordance with the related appointment in the Agreement on Material Asset Reorganization Transaction and the Three Gorges Debt Take-on Agreement signed by the Company with China Three Gorges Corporation, the Company consented to inherit the issuer��s rights and obligations as stated in each bond issuance document of China Three Gorges Corporation No.99, No.01, No.02 and No.03 issues of Three Gorges debts from zero hour on the exercise date and take on the outstanding principal of each bond of target Three Gorges debts up to zero hour on the exercise date and the accrual interest payable of each bond from the latest interest payment date to zero hour on the exercise date, and Promised to perform the honoring obligation according to ensurethe terms and conditions as originally stated in each bond issuance document of target Three Gorges debts starting from the exercise date. China Three Gorges Corporation undertook that if the investors asked China Three Gorges Corporation to continue performing the honoring obligation, China Three Gorges Corporation would carry out the relevant honoring obligation to this part of investors; 3. China Three Gorges Corporation promised that as for the plant & buildings without obtaining the ownership certificate in the target assets transferred to the Company in material asset reorganization, in the circumstances of meeting the State policies, legislation, and requirements and having conditions of registration,China Three Gorges Corporation would, in time, help CYPC and related company carry out the procedures of title registration with CYPC and related company as the obligee for the above-mentioned plant & buildings. If China Yangtze Power and related companies suffered from any loss because the above-mentioned plant & building failed to go through the formalities of title registration, China Three Gorges Corporation would make compensations therefore; 4. China Three Gorges Corporation promised that as for the deposits China Yangtze Power and its subordinated subsidiaries left with Three Gorges Finance Co., Ltd. after China Yangtze Power conducted the material asset reorganization, if the insolvency of Three Gorges Finance Co., Ltd. resulted in the loss of China Yangtze Power and its subordinated subsidiaries, China Three Gorges Corporation would make equal amount compensation for the loss in cash according to the audit results within 30 days from receiving the notice.

August 9,

2009,

long-term

effective

No

Yes

Dividend

CYPC

After successfull execution of the current majer assets reorganization, the Company proposed to amend the Articles of Association. The Company would conduct cash dividend for the annual profit distribution in 2016-2020 as per not lower than RMB 0.65 per share. For the annual profit distribution in 2021-2025, the cash dividend would not be offered as per not lower than 70% of the net profits realized in those years.

2017-2026

Yes

Yes

Solution of

related party

transaction

CTG

1. After this transaction was over, the related party   transaction between this Company and other enterprises controlled by this Company and the listed company would  be reduced and avoided as much as possible. When the related party transaction was really needed but unable to be evaded, it ensured to conduct fair operation according to the marketization principle and fair price, and perform the procedure of related party transaction and obligation of information disclosure according to the provisions of such  normative documents as the related laws, regulations and  rules and CYPC Articles of Association. The Company guaranteed it would not damage the legal rights and interests of the listed company and other shareholders through the  related party transaction. 2. The Company was committed  not to use the controlling shareholder��s position of the listed company to damage the legal rights and interests of the listed company and other shareholders. 3. The Company would put a complete end to the behavior of non-operational   occupation of the funds and assets of the listed company,  and not ask the listed company to provide any form of guarantee for the Company and other enterprises controlled by the Company without the approval of the General  Meeting. 4. The Company guaranteed to compensate the  listed company and its subordinated companies for the loss or expense suffered or generated because this Company violated this commitment.

November 2015, long-term effective

No

Yes

Solution of

horizontal

competition

CTG

1. Now, the Company and other enterprises directy or   indirectly controlled by the Company had been neither   engaged in any business of forming the substantial    competition with the CYPC principal activities nor operated or operated for others any business of forming the substantial competition with the CYPC principal activities directly or in a form of investment in shareholding,  participation, joint venture, joint operation or any other forms. 2. To avoid the substantial horizontal competition  between the Company and other enterprises controlled by  the Company and the listed company and its subordinated companies, the Company was committed not to work on,  participate in or assist others to take up any business of the substantial competition with the operations engaged in by  the listed company and its subordinated companies or other operating activities directly or indirectly in any forms (including, but not limited to those manners ofjoint venture, cooperation, joint operation, investment, mergers and entrusted management by itself or with others), and would try its best to urge other enterprises controlled by the  Company to abide by the same obligations as the   commitment issues of the Company. 3. The Company guaranteed to compensate the listed company and its  subordinated companies for the loss or expense suffered or generated because the Company violated this commitment.

November 2015, long-term effective

No

Yes

Others

CTG

I. Ensure the independence of listed company personnel 1. Ensuring that senior executives,Manager, Deputy General Manager, Chief Financial Officer (CFO), Secretary to the Board of Directors of the listed company would take office with the listed company in full time and collect compensations without exception, and take no other position than a director or supervisor in the  Company and its related natural person, affiliated   enterprises, associated legal persons (hereinafter collectively referred to as the ��the Company and its related party�� . See the currently effective Listing Rules to determine the  specific scope). 2. Ensuring the complete independence  among the labor, personnel and wage management of the  listed company and the Company and its related party. 3.  The Company would recommend a director, supervisor andother senior executives to the listed company through legal procedures without exception, and not interfere with the  listed company Board of Directors and General Meetings in exercising official powers and making decision of personnel appointment or removal. II. It guaranteed the independence and integrity of the listed company assets. 1. Ensuring the  listed company would possess the operation-related business system and independent and complete assets. 2. Ensuring  there would not exist in the listed company the fund and  assets were occupied non-operationally by the Company and its related party. III. It guaranteed the financial autonomy of the listed company. 1. Ensuring the listed company would establish the independent finance department and   independent financial calculating system with standard and independent financial accounting system. 2. Ensuring the  listed company would open an independent account with the bank and not share the bank account with the Company and its related party. 3. Ensuring the listed company financial  staff would not hold concurrent job in the Company and its related party. 4. Ensuring the listed company would pay tax independently according to law. 5. Ensuring the listed company would be able to make independent financial decision, and the Company and its related party would not interfere in the fund utilization of the listed company. IV. It guaranteed the independence of the listed company  institutions 1. Ensuring the listed company would establish and perfect the corporate governance structure and possess the independent and complete institutional framework. 2.  Ensuring General Meeting, Board of Directors, independent directors, Board of Supervisors and senior executives would exercise official powers according to laws and regulations and CYPC Articles of Association. V. It guaranteed the service independence of the listed company. 1. Ensuring the listed company would possess the assets, personnel, aptitude and capabilities to carry independently out operating activities with the ability to conduct the market-oriented,  independent and persistent operation. 2. Ensuring no unfair interference would be made in operational activities of the  listed company. 3. Ensuring the Company would avoid any business of substantial competition with the listed company. 4. Ensuring to reduce and avoid any related transaction between the Company and other enterprises controlled by  the Company and the listed company as much as possible. It ensured that when the related transaction was really needed but unable to be avoided, it would conduct the fair operation according to the market-based principle and fair price and  perform the trading procedure and obligation of information disclosure according to the provisions of the related laws and regulations, normative documents and CYPC Articles of  Association

November 2015, long-term effective

No

Yes

 

Other

CTG and Joint Actors

Commitment on no active reduction plan: From the date of resumption of trading after this transaction to the completion of the transaction, the Company has no active reduction plan. Except for passive reduction due to the approval of the exchangeable corporate bonds by regulatory authorities and the addition of guaranteed shares due to the exchange of exchangeable corporate bonds for cash dividends, the Company will not actively reduce the shares of the listed company. The aforementioned shares include the listed company shares held by the Company before this transaction and the derivative shares formed due to stock dividends, bonus issues, and other reasons during the aforementioned period.

June 30, 2022 to February 3, 2023

yes

yes

 

Resolving Related Transactions

CTG

1. The Company is a controlling shareholder of the listed company and one of the counterparties of this transaction, Yangtze Three Gorges Investment Management Co., Ltd. (hereinafter referred to as "Three Gorges Investment"). According to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Stock Listing Rules of the Shanghai Stock Exchange, the Company is a related party of the listed company and Three Gorges Investment. Except for the aforementioned situation, there is no relationship between the Company and the independent financial advisor, asset appraisal agency, accounting firm, law firm, and other securities service agencies of this transaction and other counterparties except for Three Gorges Investment.

2. The Company and related enterprises controlled by the Company will exercise the Company's director and shareholder rights in accordance with relevant laws and regulations such as the Company Law, the listed company's Articles of Association, and the related party transaction decision-making system. When voting on related party transactions involving the Company in the board of directors and shareholders' meeting, they will fulfill the obligation of abstaining from voting.

3. After the completion of this transaction, the Company and other enterprises controlled by the Company will minimize and avoid related party transactions with the listed company. When conducting related party transactions that are truly necessary and cannot be avoided, they will ensure fair operations based on market principles and fair prices, and perform the related party transaction procedures and information disclosure obligations in accordance with relevant laws, regulations, rules, normative documents, and the listed company's Articles of Association. The Company guarantees that it will not harm the legitimate rights and interests of the listed company and other shareholders through related party transactions.

4. The Company promises not to use the controlling shareholder status of the listed company to harm the legitimate interests of the listed company and other shareholders.

5. The Company will eliminate non-operating use of the listed company's funds and assets. Without the approval of the shareholders' meeting, the Company will not require the listed company to provide any form of guarantee to the Company and other enterprises controlled by the Company.

6. This commitment is effective once made and will remain in effect for the period during which the Company holds shares of the listed company and is recognized as a related party of the listed company in accordance with relevant regulations, and cannot be changed or revoked.

 

Effective from June 2022, long-term validity

no

yes

 

Resolving Inter-Industry Competition

CTG

1. The Company and other enterprises directly or indirectly controlled by the Company are currently not engaged in any business that constitutes substantial competition with the main business of Yangtze Power, nor are they directly or indirectly operating, or operating for others in any form, including but not limited to investment control, equity participation, joint venture, cooperation or any other form of business that constitutes substantial competition with the main business of Yangtze Power.

2. To avoid substantial same-industry competition between the Company and other enterprises directly or indirectly controlled by the Company and listed companies and their subsidiaries, the Company promises not to engage, participate, or assist others in any form (including but not limited to joint venture, cooperation, joint operation, investment, merger, entrusted operation, etc.), directly or indirectly, in any business or other operating activities that have substantial competition relationship with the business conducted by the listed company and its subsidiaries, and will make every effort to ensure that other enterprises controlled by the Company comply with the same obligations as the Company's commitment.

3. The Company guarantees to compensate the listed company and its subsidiaries for any losses or expenses suffered or incurred by them as a result of the Company's violation of this commitment.

Effective from June 2022, long-term validity

no

yes

 

Other

CTG 

I. Ensuring the Independence of Personnel in Listed Companies:

1. Ensuring that senior management personnel of listed companies work full-time in the listed company and receive compensation, and do not hold positions other than directors or supervisors in enterprises controlled by the promisor or any of its other companies, except for party positions.

2. Ensuring that directors, supervisors, and senior management personnel of listed companies are elected, replaced, appointed, or dismissed in accordance with laws, regulations, normative documents, and the company's articles of association, and do not violate the law by intervening in the personnel appointment and removal of listed companies beyond the board of directors and shareholders' meeting.

3. Ensuring that the personnel relations and labor relations of listed companies are independent of the promisor and its controlled enterprises.

II. Ensuring the Independence and Integrity of Assets in Listed Companies:

1. Ensuring that listed companies and their controlled subsidiaries have independent and complete assets.

2. Except for normal business transactions, ensuring that the promisor does not violate regulations by occupying the funds, assets, and other resources of the listed company.

III. Ensuring the Financial Independence of Listed Companies:

1. Ensuring that listed companies establish an independent financial department and independent financial accounting system with standardized and independent financial accounting policies.

2. Ensuring that listed companies independently open bank accounts and do not share bank accounts with the promisor.

3. Ensuring that financial personnel of listed companies do not hold concurrent positions and receive remuneration in the promisor or its controlled enterprises.

4. Ensuring that listed companies can make independent financial decisions, and the promisor will not interfere with the use of listed companies' funds.

IV. Ensuring the Independence of Institutions in Listed Companies:

1. Ensuring that listed companies establish a sound corporate governance structure with independent and complete organizational structures, which are completely separated from the promisor's structures. The offices and production and operation places of the listed companies are entirely separate from those of the promisor and its controlled enterprises.

2. Ensuring that the shareholder meeting, board of directors, independent directors, supervisory board, general manager, and other entities of listed companies exercise their powers independently in accordance with laws, regulations, and the company's articles of association. The promisor will not intervene directly or indirectly in the decision-making and operation of the listed company beyond the shareholder meeting.

V. Ensuring the Business Independence of Listed Companies:

1. Ensuring that listed companies have independent assets, personnel, qualifications, and capabilities for conducting business activities, and have the ability to operate independently and continuously in the market.

2. Except for exercising shareholder rights, ensuring that the promisor does not intervene in the business activities of the listed company.

3. Committing to maintaining the business independence of the listed company after this issuance is completed, and no substantial same-industry competition or unfair related transactions exist or occur.

 

Effective from June 2022, long-term validity

no

yes

 

Restricted Shares

CTG

1. The company promises that for the shares of the listed company that we hold before the completion of this transaction, we will not transfer them within 18 months after the completion of this transaction, including but not limited to public transfer through the securities market, transfer by agreement, or other direct or indirect transfer methods (except for the passive reduction caused by the approval of the convertible corporate bonds by regulatory authorities and the addition of guaranteed shares due to the exchange of convertible corporate bonds for cash dividends). During the share lock-up period, any shares that are correspondingly increased due to the listed company's stock dividend or capital increase shall also comply with the aforementioned share lock-up arrangement.

The company promises that for the consideration shares obtained through this transaction, we will not transfer them within 36 months after the end of the issuance of this transaction, except for transfer permitted by applicable laws and regulations. If the closing price of the listed company's stock is lower than the issuance price of our subscription shares for 20 consecutive trading days within 6 months after the completion of this transaction, or if the closing price at the end of the 6-month period is lower than the issuance price of our subscription shares, our company voluntarily agrees to automatically extend the lock-up period for the consideration shares obtained through this transaction for an additional 6 months based on the original lock-up period. After the completion of this transaction, during the share lock-up period, any newly added shares of the listed company that our company obtains through this transaction due to stock dividend or capital increase shall also comply with the aforementioned share lock-up arrangement. If our company's share lock-up period commitment based on the shares obtained through this transaction is not consistent with the latest regulatory opinions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, our company will make corresponding adjustments to and execute this commitment letter according to the regulatory opinions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. After the expiration of the aforementioned share lock-up period, our company will conduct share trading activities in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

February 3, 2023 - February 2, 2026

Yes

 

Yes

 

 

Other

CTG

Commitment letter regarding the provision of impairment compensation for related assets:

1. The Company will use the year of completion of this transaction and the following two accounting years as the impairment compensation period.

2. Within four months after the end of each accounting year during the impairment compensation period, the Company agrees that an accounting firm meeting the conditions for engaging in securities and futures-related businesses as stipulated in the Securities Law of the People's Republic of China will conduct an impairment test on Kunming Property. If the year-end value of Kunming Property during any accounting year of the impairment compensation period is lower than its assessed value at the time of this transaction, the Company will compensate for the difference (i.e., the year-end impairment amount) based on the proportion of equity in Yunchuan Company held jointly by the Company and China Yangtze Power Co., Ltd. (i.e., 70%). The Company will compensate using the shares issued by the listed company to the Company in this transaction (hereinafter referred to as "the shares issued in this transaction"), and if necessary, using cash for any shortfall. Matters related to compensation amount, compensation method, and other issues should comply with the regulatory rules such as the "Guidelines for the Application of Regulatory Rules - No.1 for Listed Companies" issued by the China Securities Regulatory Commission. Specifically, the number of shares to be compensated by the Company in the current year = (the year-end impairment amount of Kunming Property in the current year �� 70%) / the issue price of the shares issued in this transaction - the total number of shares that the Company has already compensated for during the impairment compensation period.

3. If the Company needs to compensate the listed company with shares, after the shareholders' meeting of the listed company has approved the resolution on the repurchase and subsequent cancellation of compensation shares for the corresponding year, the Company will cooperate with the listed company to complete the specific procedures for targeted repurchase and cancellation of the shares that should be compensated for in the current period in accordance with the notice and repurchase price of the listed company within the prescribed time limit. If the Company needs to compensate in cash, the Company will pay the required compensation amount to the designated bank account of the listed company within the time limit notified by the listed company.

This commitment is effective from the date of its execution and is irrevocable. If the Company violates the above commitment and causes losses to the listed company or its investors, the Company is willing to bear the compensation liability for the listed company or its investors in accordance with the law.

September 21, 2022-December 31, 2025

Yes

 

Yes

 

 

Restricted shares

YEIG, SCEI

The Company promises that the consideration shares obtained through this transaction shall not be transferred within 12 months from the end of this transaction issuance (hereinafter referred to as the "share lock-up period"), except for transfers permitted by laws and regulations. After the completion of this transaction, the shares newly acquired by the Company in the listed company due to stock dividends, capitalization of reserve, and other reasons during the share lock-up period shall also comply with the above share lock-up arrangement. If the Company's lock-up period commitment for the shares obtained through this transaction does not match the latest regulatory opinions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the Company will make corresponding adjustments to this commitment letter and implement it according to the regulatory opinions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. After the expiration of the above lock-up period, the Company will conduct share trading activities in accordance with relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

February 3, 2023 - February 2, 2024.

Yes

 

Yes

 

Other commitments

Solving same-industry competition

CTG

To avoid potential same-industry competition issues, the controlling shareholder of the Company, China Three Gorges Corporation Limited, issued a "Commitment Letter to Avoid Same-Industry Competition" before the Company's IPO, promising that China Three Gorges Corporation Limited would not directly or indirectly engage in business in China or overseas that constitutes or may constitute competition with the Company's main business as stated in its business license during its tenure as the Company's controlling shareholder, and would urge its affiliates not to operate businesses in China or overseas that may directly or indirectly compete with the Company's main business.

Effective from August 2001. long-term validity

No

Yes

 

 


(II) If a profit forecast can be carried out for the Company��s assets or its projects, and the reporting period is still in the period of profit forecast, the Company shall explain whether the assets and projects can realize the original profit forecast and the reasons

□Has realized □ Not realized �� Inapplicable

 

(III) Completion  of performance  commitments  and  their  impact  on  goodwill  impairment assessment

□ Applicable �� Inapplicable

 

II. Non-operating Funds Occupied by Controlling Shareholders and Other Related Parties During the Reporting Period

□ Applicable �� Inapplicable

 

III. Illegal Guarantee

□ Applicable �� Inapplicable

 

IV. Explanations of the Company's Board on the ��Nonstandard Auditor��s Report�� provided by the Accounting Firm

□ Applicable �� Inapplicable

 

V. Analytical descriptions of the Company on the causes and influence of the Accounting Policy, Accounting Estimate Alterations or Major Accounting Error Correction

(I) Analytical descriptions of the Company on the causes and influence of the accounting policy and accounting estimate alterations

□ Applicable �� Inapplicable

 

(II) Analytical descriptions of the company on the causes and influence of major accounting error correction

□ Applicable �� Inapplicable

 

(III) Communication with former accounting firms

□ Applicable �� Inapplicable

 

(IV) Other notes

□ Applicable �� Inapplicable

 

VI. Employment and Dismissal of Accounting Firms

Unit: RMB 10,000 Currency: RMB

 

Previous accounting firm

Existing accounting firm

Name of domestic accounting firm

ShineWing Certified Public Accountants LLP

Da Hua Beijing Certified Public Accountants LLP

Remuneration for domestic accounting firm

305

305

Audit period of domestic accounting firm

6

1

 

 

Name

Remuneration

Accounting firm for internal control and audit

Tianjian Certified Public Accountants       LLP

38. 16

 

Employment and dismissal of accounting firms

�� Applicable □ Inapplicable

On May 25th, 2022, the general meeting of shareholders approved the proposal "Appointment of Internal Control Audit Firm for the Year 2022" and decided to appoint Da Hua Certified Public Accountants (Special General Partnership) as the Company's annual audit firm for the year of 2022.

 

On May 25th, 2022, the general meeting of shareholders approved the proposal "Appointment of Internal Control Audit Firm for the Year 2022" and decided to re-appoint Tianjian Certified Public Accountants (Special General Partnership) as the Company's internal control audit firm for the year of 2022.

 

About changed employment of the accounting firm during the audit

□ Applicable �� Inapplicable

 

VII. Facing the Risk of Delisting

(I) Causes of the delisting risk warning

□ Applicable �� Inapplicable

 

(II) Countermeasures planned to be taken by the Company

□ Applicable �� Inapplicable

 

(III) Circumstances and reasons for delisting

□ Applicable �� Inapplicable

 

VIII. Relevant Matters of Bankruptcy Reorganization

□ Applicable �� Inapplicable

 

IX. Major Litigation and Arbitration Matters

□ The Company had significant litigations or arbitrations in the current year. �� The Company had no significant litigations or arbitrations in the current year.

 

X. Penalty to and Rectification of the Listed Company and Its Directors, Supervisors, Senior Management, Controlling Shareholders and Actual Controllers Due to Suspected Violation of Laws and Regulations

□ Applicable �� Inapplicable

 

XI. Explanations on the Honesty Condition of The Company and Its Controlling Shareholders and Actual Controllers in the Reporting Period

□ Applicable �� Inapplicable

 

XII. Major Related Party Transactions

(I) Related party transaction relevant to daily management

1. Matters already disclosed in the temporary bulletin and without progress or changes of subsequent execution

□ Applicable �� Inapplicable

2. Matters already disclosed in the temporary bulletin but with progress or changes of subsequent execution

�� Applicable □ Inapplicable

 

Disclosure: The company issued shares and paid cash to purchase assets and raised matching funds, which constitutes a related transaction as the counterparty, China Three Gorges Group, is a controlling shareholder of the company, and Three Gorges Investment is a wholly-owned subsidiary of China Three Gorges Group, while Zong Renhuai, a senior executive of SCEI, served as a director of the company in the past 12 months. For details of the transaction, please refer to the "Report on the Issuance of Shares, Payment of Cash to Purchase Assets, Raising Matching Funds, and Related Transactions of CYPC." published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on November 15, 2022, in accordance with relevant rules and regulations, this constitutes a related party transaction under the Stock Listing Rules.

Follow-up progress: After obtaining approval from the China Securities Regulatory Commission for this major asset restructuring, the company has actively promoted the implementation of the restructuring in strict accordance with relevant laws and regulations. On January 10, 2023, the transfer of 100% equity of YEIG was completed according to the provisions. For more information, please refer to the "Announcement on the Progress of the Implementation of Major Asset Restructuring" published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/) on January 11, 2023, with the announcement number of 2023-003.

3. Matters not disclosed in the temporary bulletin

□ Applicable �� Inapplicable

 

(II) Related Party Transactions Accrued from the Assets or Equity Acquisition and Sales

1. Matters already disclosed in the temporary bulletin and without progress or changes of subsequent execution

□ Applicable �� Inapplicable

2. Matters already disclosed in the temporary bulletin but with progress or changes of subsequent execution

□ Applicable �� Inapplicable

 

3. Matters not disclosed in the temporary bulletin

□ Applicable �� Inapplicable

 

4. Where the performance is agreed, the achievements during the reporting period shall be disclosed

□ Applicable �� Inapplicable

 

(III) Major Related Party Transactions of Joint Investments Abroad

1. Matters already disclosed in the temporary bulletin and without progress or changes of subsequent execution

�� Applicable □ Inapplicable

Summary of matters

Query index

On September 30, 2022, the company disclosed the "Announcement on Participation in the Establishment of Inner Mongolia Three Gorges Onshore New Energy Investment Co., Ltd. and Related Transactions". The company, together with its controlling shareholder China Three Gorges Corporation's holding subsidiaries Three Gorges Energy and Three Gorges Capital, and its wholly-owned subsidiary Three Gorges Investment, jointly established Inner Mongolia Three Gorges Onshore New Energy Investment Co., Ltd. (tentative name, subject to registration approval). Inner Mongolia Three Gorges Onshore New Energy plans to have a registered capital of RMB 10 billion, with the company subscribing for RMB 3.3 billion in monetary capital and corresponding to a 33% equity stake.

For details of the transaction, please refer to the relevant    announcement issued on the website of the Shanghai Stock Exchange

(http://www.sse.com.cn/), with an announcement No.:

2022-057.

 

2. Matters already disclosed in the temporary bulletin but with progress or changes of subsequent execution

□ Applicable �� Inapplicable

 

3. Matters not disclosed in the temporary bulletin

□ Applicable �� Inapplicable

 

(IV)Related Party Credit And Debt

See notes to 2022 Financial Statement ��Related Party and Related Party Transaction�� for details

 

(V) Financial business between the Company and related financial companies, holding financial companies and related parties

□ Applicable □ Not applicable

1. Deposit business

�� Applicable □ Inapplicable

Unit: RMB 10,000  Currency: RMB

Related party

Relationship of related parties

Daily maximum deposit limit

Beginning balance

Accrual of the period

Ending balance

Total deposit amount for the period

Total withdrawal amount for the period

Three Gorges Finance Co., Ltd.

Legal person controlled by controlling shareholders of the Company

3,000,000.00

821,627.72

11,458,682.50

11,458,682.50

711,556.09

TOTAL

/

/

821,627.72

11,458,682.50

11,458,682.50

711,556.09

 

2. Loan business

�� Applicable □ Inapplicable

Unit: RMB 10,000  Currency: RMB

Related party

Relationship of related parties

Loan limit

Range of loan interest rate

Beginning balance

Accrual of the period

Ending balance

Total loan amount for the period

Total repayment amount for the period

Three Gorges Finance Co., Ltd.

Legal person controlled by controlling shareholders of the Company

6,000,000.00

Lower than the benchmark loan interest rate of the People's Bank of China in the same period

1,370,000.00

1,010,000.00

1,580,000.00

800,000.00

TOTAL

/

6,000,000.00

/

1,370,000.00

1,010,000.00

1,580,000.00

800,000.00

 

3. Credit business or other financial business

�� Applicable □ Inapplicable

Unit: RMB 10,000  Currency: RMB

Related party

Relationship of related parties

Business type

Total amount

Actual amount incurred

Three Gorges   Finance Co., Ltd.

Legal person controlled by     controlling shareholders of the Company

Credit business

6,000,000.00

2,200,000.00

Note: As of December 31, 2022, the Company's comprehensive credit line of Three Gorges Finance Co., Ltd. is RMB 60 billion, including a loan limit of RMB 60 billion; the signed and existing loan contract amount is RMB 22 billion, with an actual withdrawal of RMB 8 billion;

4. Other descriptions

□ Applicable �� Inapplicable

 

(VI) Others

□ Applicable �� Inapplicable

 

XIII. Major Contracts and Its Implementation

(I) Trusteeship, Contracting and Leasing Events

1. Trusteeship

□ Applicable �� Inapplicable

 

2. Contracting

□ Applicable �� Inapplicable

 

3. Leasing

□ Applicable �� Inapplicable

 


(II) Guarantee

�� Applicable □ Inapplicable

Unit: yuan  Currency: RMB

External guarantee (excluding the guarantee to subsidiaries)

Guarantor

Relation between guarantor and listed company

Name of the Guaranteed

Guaranteed amount

Guarantee date (agreement signing date)

From

To

Types of guarantees

Collateral (if any)

Guarantee has been performed or not

Whether the guarantee is overdue

Amount override

Counter-guarantee

Whether the related parties are guaranteed

Relationship of related parties

China  Yangtze

Power

Co., Ltd.

Inside  the     Company

Hunan Taohuajiang Nuclear Power Co., Ltd.

161,468,000.00

November 2019

November 2019

November 2025

General guarantee

N/A

No

No

 

 

-

N/A

Yes

Associated enterprises

China Three Gorges Corporation (CTG)

subsidiary

Yangtze Intelligent Distributed Energy Co., Ltd.

37,155,212.70

September 2021

September 2021

September 2036

General guarantee

N/A

No

No

 

 

-

N/A

Yes

Joint Venture Company

Total amount incurred of the guarantee in the reporting period (excluding the guarantee to the subsidiaries)

 

Total balance of the guarantee at the end of reporting period (A) (excluding the guarantee to the subsidiaries)

198,623,212.70

Guarantee of the Company and its subsidiaries on subsidiaries

Total amount incurred of the guarantee to subsidiaries in the reporting period

 

Total balance of guarantee to subsidiaries at the end of reporting period (B)

 

Total guarantee amount (including the guarantee to subsidiaries)

Total guarantee amount (A+B)

198,623,212.70

Proportion of total guarantee amount to the Company net assets (%)

0.10

Where:

Amount of the guarantee provided for shareholders, actual controllers and their related party (C)

198,623,212.70

Amount of debt guarantee provided directly or indirectly for the guarantee with the asset-liability ratio exceeding 70% (D)

161,468,000.00

Amount of the portion with the total amount of guarantee exceeding net assets by 50% (E)

 

Total amount of above three guarantees (C+D+E)

198,623,212.70

Description of possible liability for satisfaction (the guarantee not yet due)

 

Description of guarantee

 

 


(III) About the Entrusting Others with the Management of Cash Assets

1. Entrusted financial management

(1) Overall entrusted financial management

□ Applicable �� Inapplicable

 

(2) Entrusted financial management

□ Applicable �� Inapplicable

 

(3) Impairment provision of entrusted financial management

□ Applicable �� Inapplicable

 

2. Entrusted loans

(1) Overall entrusted loan

□ Applicable �� Inapplicable

 

(2) Entrusted loans

□ Applicable �� Inapplicable

 

(3) Provision for impairment of entrusted loans

□ Applicable �� Inapplicable

 

3. Other information

□ Applicable �� Inapplicable

 

(IV) Other Major Contracts

□ Applicable �� Inapplicable

 

XIV. Description of other significant matters that have a significant impact on investors' value judgments and investment decisions

□ Applicable �� Inapplicable

 

 

 

 

Section VII Changes in Shares and Shareholders

 

I. Changes in Capital Stock

(I) Changes in Shares

1. Changes in Shares

During the reporting period, both the total amount of shares and capital stock structure of the Company have not changed.

 

2. About Changes in Shares

□ Applicable �� Inapplicable

3. Effect of changes in shares on financial indicators such as earnings per share and net assets per share for the recent year and the recent period (if any)

□ Applicable �� Inapplicable

4. Other contents disclosed according to the requirements of the Company or the securities regulatory authorities

□ Applicable �� Inapplicable

(II) About Changes in Restricted Shares

□ Applicable �� Inapplicable

 

II. Conditions on Securities Issuance and Listing

(I) Conditions on Issuance of Securities as of the Reporting Period

�� Applicable □ Inapplicable

Unit: Share Currency: RMB

Types of stock and its derivative securities

Issuing date

Offer price (or interest rate)

Issuing number

Listing date

Approved number listed for trading

Termination date of transaction

Bonds (including enterprise bonds, corporate bonds and debt financing instruments of non-financial corporate)

China Yangtze Power Co., Ltd. 2022 1st Medium Term Notes (MTN)

2022/01/04

2.90

2,500,000,000

2022/01/07

2,500,000,000

2025/1/03

China Yangtze Power Co., Ltd. 2022 Green Corporate Bond (1st tranche, series one) for Professional Investors

2022/01/17

2.88

500,000,000

2022/01/25

500,000,000

2025/01/17

China Yangtze Power Co., Ltd. 2022 Green Corporate Bond (1st tranche, series two) for Professional Investors

2022/01/17

3.19

2,000,000,000

2022/01/25

2,000,000,000

2027/01/15

China Yangtze Power Co., Ltd. 2022 2nd Medium Term Notes (MTN, series one)

2022/03/08

3.09

2,000,000,000

2022/03/11

2,000,000,000

2025/03/07

China Yangtze Power Co., Ltd. 2022 2nd Medium Term Notes (MTN, series two)

2022/03/08

3.44

1,000,000,000

2022/03/11

1,000,000,000

2027/03/09

China Yangtze Power Co., Ltd. 2022 Green Corporate Bond (2nd tranche, sustainable-linked) for Professional Investors

2022/05/19

2.78

1,500,000,000

2022/05/30

1,500,000,000

2025/05/19

China Yangtze Power Co., Ltd. 2022 1st Commercial Paper (CP, ultra-short-term financing instrument)

2022/07/13

1.95

3,000,000,000

2022/07/15

3,000,000,000

2022/11/24

China Yangtze Power Co., Ltd. 2022 1st Green Medium Term Notes (MTN)

2022/8/25

2.80

1,000,000,000

2022/08/30

1,000,000,000

2027/08/28

China Yangtze Power Co., Ltd. 2022 1st Short-term Financing Note (SFN)

2022/11/14

2.50

1,500,000,000

2022/11/17

1,500,000,000

2023/11/15

China Yangtze Power Co., Ltd. 2022 2nd Short-term Financing Note (SFN)

2022/11/22

2.50

1,500,000,000

2022/11/24

1,500,000,000

2023/09/01

 

Explanation on the issuance of securities as of the reporting period (please specify separately for bonds with different interest rates during the duration):

□ Applicable �� Inapplicable

 

(II) Changes in Number of Shares and Shareholding of the Company��s Shares and the Changes in Structure of its Balance Sheet

□ Applicable �� Inapplicable

 

(III) Conditions on Existing Internal Staff Shares

□ Applicable �� Inapplicable

 

III. Conditions on Shareholders and Actual Controllers

(I) Total Number of Shareholders

Total number of ordinary Shareholders at the end of the Reporting Period (Nr )

232,121

Total number (Nr.) of common shareholders at the end of the previous month before disclosure of the annual report

258,486

 

(II) Shareholding of the Top 10 Shareholders and Top 10 Outstanding Shareholders (or Holders of Unrestricted Shares) at the End of the Reporting Period

Unit: share

Shareholding structure of the top ten shareholders

Name of shareholder

(full name)

Increase/decrease during reporting period

Number of shares held at the end of the period

Proportion (%)

Number of holding shares with trading limited condition

Pledged, marked or frozen status

Nature of shareholder

Status of shares

Qty.

China Three Gorges Corporation

-629,866,372

11,882,135,802

52.25

0

Pledge

2,259,958,694

State-owned legal person

Hong Kong Securities Clearing Company Limited

-5,761,422

1,635,673,311

7.19

0

Unknown

 

Miscellenaous

Ping An Life Insurance Company of China,  Ltd. -Traditional -General  insurance products

 

988,076,143

4.34

0

Unknown

 

Miscellenaous

China Three Gorges Construction Engineering Corporation

 

880,000,000

3.87

0

N/A

 

State-owned legal person

Sichuan Energy Industry Investment Group Co., Ltd.

41,078,700

876,596,500

3.85

0

Unknown

 

State-owned legal person

Yunnan Provincial Energy Investment Group Co., Ltd

-36,206,300

686,613,158

3.02

0

Pledge

304,086,421

State-owned legal person

China Securities Finance Corporatio n Limited

 

657,980,472

2.89

0

Unknown

 

Miscellenaous

China Three Gorges Corporation Industrial Development

454,837,184

454,837,184

2.00

0

Unknown

 

State-owned legal person

Sunshin Life Insurance Co., Ltd. - Jili       endowment insurance products

 

420,000,000

1.85

0

Unknown

 

Miscellenaous

China National Nuclear Corporation

 

261,594,750

1.15

0

Unknown

 

State-owned legal person

Shareholdings of top ten shareholders without trading limited condition

Name of shareholder

Number of tradable shares without trading limited condition

Share type and number

Categories

Qty.

China Three Gorges Corporation

11,882,135,802

RMB common shares

11,882,135,802

Hong Kong Securities Clearing Company Limited

1,635,673,311

RMB common shares

1,635,673,311

Ping An Life Insurance Company of China,  Ltd. -Traditional -General  insurance products

988,076,143

RMB common shares

988,076,143

China Three Gorges Construction Engineering Corporation

880,000,000

RMB common shares

880,000,000

Sichuan Energy Industry Investment Group Co., Ltd.

876,596,500

RMB common shares

876,596,500

Yunnan Provincial Energy Investment Group Co., Ltd

686,613,158

RMB common shares

686,613,158

China Securities Finance Corporatio n Limited

657,980,472

RMB common shares

657,980,472

China Three Gorges Corporation Industrial Development

454,837,184

RMB common shares

454,837,184

Sunshin Life Insurance Co., Ltd. - Jili       endowment insurance products

420,000,000

RMB common shares

420,000,000

China National Nuclear Corporation

261,594,750

RMB common shares

261,594,750

Description of repurchase special account among the top ten shareholders

N/A

Description of the proxy voting rights, entrusted voting rights and abstention from voting rights of the above-mentioned shareholders

N/A

Explanations of relationships between or concerted actions of the aforementioned  shareholders

China Three Gorges Construction Engineering (Group) Co., Ltd. is a wholly-owned subsidiary of the Company's controlling shareholder, China Three Gorges Corporation. Besides, the related relationship and action in concert  between other shareholders is unknown to the Company.

 

Shares held by the top ten shareholders with trading conditions and the detailed information about the trading conditions

□ Applicable �� Inapplicable

 

(III) Strategic investor or general legal entity becoming top ten shareholders due to rights issue

□ Applicable �� Inapplicable

 

IV. Controlling Shareholders and Actual Controllers

(I) Controlling Shareholders

1 Legal person

�� Applicable □ Inapplicable

Name

China Three Gorges Corporation

Head of unit or legal representative

Lei Mingshan

Date of establishment

September 18, 1993

Main businesses

Project investment; Equity investment; Hydropower generation; Wind power generation; Solar power generation; Ecological protection services; Water pollution control; Sewage treatment and its recycling; Water resources management; Water conservancy related consulting services; Research and development of emerging energy and resource recycling technologies; Development, consultation, exchange, transfer, promotion and service of new energy and environmental protection technology; Urban drainage facilities management services; Municipal facilities management services; Environmental  consulting  services;  Engineering  management  services; Engineering supervision services; Internet of Things application services; Import & export of goods and technology and their agency; Domestic tourism business.

Equty Status of other domestic and foreign listed companies of share controlling or participation in the reporting period

China Nuclear Power Holding Co., Ltd. holds 50 million shares, accounting for 0.27%. Hubei Energy Group Co., Ltd. holds 1,021.10 million shares, accounting for 15.54%. Bank of Beijing Co., Ltd. holds 398.23 million shares, accounting for 1.88%. Cinda Financial Leasing Co., Ltd. holds 687.02 million shares, accounting for 5.43%. China Three Gorges Corporation holds 1,400 million shares, accounting for 48.92%. Shanghai Electric Power Co., Ltd. holds 107.21 million shares, accounting for 3.81%. State Power Investment Corporation holds 260.94 million shares, accounting for 4.85%.

 

2 Natural person

□ Applicable �� Inapplicable

 

3 Special statement for the condition that the Company has no actual controller

□ Applicable �� Inapplicable

 

4 Description of the changes in the Company's control rights during the reporting period

□ Applicable �� Inapplicable

 

5 Block diagram of property right and control relationship between the Company and the actual controllers

�� Applicable □ Inapplicable

 

China Three Gorges Corporation

 

52.16% Directly held

 

China Yangtze Power Co., Ltd

 

 

 

(II) Actual Controllers

1   Legal person

�� Applicable □ Inapplicable

Name

State-owned Assets Supervision and Administration Commission of the State Council

 

2 Natural person

□ Applicable �� Inapplicable

 

3 Special statement for the condition that the Company has no actual controller

□ Applicable �� Inapplicable

 

4 Description of the changes in the Company's control rights during the reporting period

□ Applicable �� Inapplicable

 

5 Block diagram of property right and control relationship between the Company and the actual controllers

�� Applicable □ Inapplicable

 

Commission Stated-owned Assets Supervision and Administration of the State Council

 

52.16% Directly held

 

China Three Gorges Corporation

 

52.16% Directly held

 

China Yangtze Power Co., Ltd

 

6 Actual controllers control the Company by trust or other asset management methods

□ Applicable �� Inapplicable

 

(III) Other Information about Controlling Shareholders and Actual Controllers

□ Applicable �� Inapplicable

 

V. The company's controlling shareholder or the first majority shareholder and its concert parties pledged a total of 80% or more of their shareholdings in the company

□ Applicable �� Inapplicable

 

VI. Other corporate shareholders holding more than 10% of shares

□ Applicable �� Inapplicable

 

VII. Explanation on the restriction in reduction of shares

□ Applicable �� Inapplicable

 

VIII. The specific implementation of share repurchases during the reporting period

□ Applicable �� Inapplicable

 

 

Section VIII Preferred Shares

□ Applicable �� Inapplicable

 


Section IX Relevant Information of Corporate Bonds

I. Enterprise Bonds, Corporate Bonds and Debt Financing Instrument of Non-financial Enterprises

�� Applicable □ Inapplicable

 

(I) Corporate bonds

�� Applicable □ Inapplicable

1. Basic Information of Corporate Bonds

Unit: yuan Currency: RMB

Name of bond

Abbreviation

Code

Issue date

Value date

Maturity date

Bond balance

Interest rate (%)

Debt service mode

Trading place

Adequacy arrangement by investors (if any)

Trading mechanisms

Risk of termination of listing

2003 Corporate    Bonds of    China Three Gorges Project Corporation

03 CTG bond

038006.IB;

120303.SH

2003/

8/ 1

2003/

8/ 1

2033/

8/ 1

3,000,00

0,000

4.86

annual interest payment with principal repayment at maturity

Nationwide Inter-bank bond     market/ Shanghai Stock    Exchange

N/A

Public transactions

No

 

The Company's countermeasures against the risk of termination of bond listing

□ Applicable �� Inapplicable

 

Overdue outstanding bonds

□ Applicable �� Inapplicable

 

Payment of interest and cash of bonds during the reporting period

�� Applicable □ Inapplicable

Name of bond

Description of the payment of interest and cash

2003 Corporate Bonds of China Three Gorges Project Corporation

The interest-bearing period of the bonds is from August 1, 2003 to July 31, 2033. During the reporting period, the Company has paid interest to investors for the period from August 1, 2021 to July 31, 2022 in accordance with the agreement in the Prospectus on August 1, 2022 (if the interest payment date  falls on a holiday, it will be postponed to the first business day thereafter).

 

2. Trigger and implementation of issuer��s or investor��s choice clause, investor's protection clause

□ Applicable �� Inapplicable

3. Intermediaries providing services for bond issuance and duration business

Name of the intermediary

Office address

Names of the accountants as signatories

Contact person

Tel.

 

CITIC Securities Company Limited

CITIC Securities

Tower, No.48

Liangmaqiao   Road, Chaoyang District, Beijing

��

Lin Luxiang,

Wang Yanjun

 

010-60838276

Da Hua Certified Public Accountants (Special General Partnership)

9/F, Building 7, No. 16, Xisihuan Zhonglu,    Haidian District, Beijing

Hao Lijiang, Shen Yanbo

Hao Lijiang, Shen Yanbo

010-58350011

China Chengxin International   Credit Rating Co., Ltd.

Building 5, Galaxy SOHO, Chaoyang men Inner St, Dongcheng   District, Beijing

��

Li Junyan

010-66428877

 

4. Use of raised funds at the end of the reporting period

�� Applicable □ Inapplicable

Unit: yuan Currency: RMB

Name of bond

Total raised funds

Amount used

Unused amount

Operation of the special account for raised funds (if any)

Rectification of irregular use of raised funds (if any)

Compliance of actual use of raised funds with the committed use, use plan and other agreement of fundraising instructions.

2003 Corporate  Bonds of   China Three Gorges     Project     Corporation

3,000,000,000

3,000,000,000

0

N/A

N/A

Yes

 

The progress and operational benefits of using raised funds for construction projects

�� Applicable □ Inapplicable

The funds raised by the 03 Three Gorges Bond were all used for the construction of the Three Gorges Water Conservancy Hub Project. The Three Gorges Project completed all procedures for overall completion and acceptance in 2020, and the construction task of the Three Gorges Project was fully completed. The engineering quality met the regulations and design requirements and was overall excellent, and the operation has been maintained in good condition, with comprehensive benefits such as flood control, power generation, navigation, and water resources utilization fully exerted. Among them, the Three Gorges Power Station achieved full unit production and power generation in 2012, with a total installed capacity of 22.5 million kilowatts, making it the largest hydroelectric power station in the world. It is also a backbone power supply point for the West-East power transmission and the north-south power interchange in China, providing high-quality clean energy for the economic development of ten provinces and cities in central, eastern, and southern China. The Three Gorges Power Station includes 26 units of the dam-type power station, with a single unit capacity of 700,000 kilowatts; 2 units of the power source power station, with a single unit capacity of 50,000 kilowatts; and 6 units of the right-bank underground power station, with a single unit capacity of 700,000 kilowatts. The average annual power generation of the Three Gorges Power Station from 2018 to 2022 was 98.547 billion kilowatt-hours, and the power generation in 2020 reached 111.802 billion kilowatt-hours, breaking the world record for annual power generation of a single hydropower station. In 2022, the annual power generation of the Three Gorges Power Station was 78.79 billion kilowatt-hours. Overall, the fundraising project of the above-mentioned bond was in good condition.

 

Description of changing the use of the above-mentioned bond during the reporting period

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

5. Adjustment of credit rating results

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

6. Implementation and change of guarantee, debt repayment plan and other debt paying guarantee measures during the reporting period and their impact

�� Applicable □ Inapplicable

Current situation

Implementation

Whether the change occurred

After change

Reason for change

Whether the change has been approved by the authority

Impact of the change on the equity of bond investors

Guarantee

China Three Gorges Corporation was   responsible for the joint and several   guarantee liabilities which were irrevocable for 03 CTG bond

No

 

 

 

 

 

7. About other situations of corporate bonds

□ Applicable �� Inapplicable

 

(II) Corporate Bonds

�� Applicable □ Inapplicable

1. Basic information of corporate bonds

Unit: yuan Currency: RMB

Name of bond

Abbreviation

Code

Issue date

Value date

Maturity date

Bond balance

Interest rate (%)

Debt service mode

Trading place

Adequacy arrangement by investors (if any)

Trading mechanisms

Risk of termination of listing

2016 Corporate Bonds of China Yangtze Power Co., Ltd. (First Issue)

16 CYPC bond 01

136762 .SH

2016/ 10/ 14

2016/ 10/ 17

2026/ 10/ 17

3,000,000,000

3.35

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Accredited    investor

Public transactions

No

2019 Corporate Bonds of China Yangtze Power Co., Ltd. (Secound Issue)

19 CYPC bond 02

155674.SH

2019/09/03

2019/09/04

2024/09/04

2,000,000,000

3.80

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Accredited    investor

Public transactions

No

2020 Corporate Bonds of China Yangtze Power Co., Ltd. (first Issue) (variety I)

20 CYPC bond 01

163096.SH

2020/01/07

2020/01/08

2023/01/08

1,500,000,000

3.37

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Accredited    investor

Public transactions

No

2020 Corporate Bonds of China Yangtze Power Co., Ltd. (first Issue) (variety II)

20 CYPC bond 02

163097.SH

2020/01/07

2020/01/08

2025/01/08

500,000,000

3.70

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Accredited    investor

Public transactions

No

China Yangtze Power Co., Ltd.  publicly issued Green corporate bonds in 2021 (First Issue)  (for professional   investors)

G21    CYPC 1

188243.SH

2021/06/17

2021/06/18

2026/06/18

1,500,000,000

3.73

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Professional   investor

Public transactions

No

China Yangtze Power Co., Ltd. publicly issued corporate bonds in 2021 (Second Issue) (for professional   investors)

21 CYPC bond 1

188971.SH

2021/11/08

2021/11/09

2024/11/09

2,000,000,000

3.05

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Professional   investor

Public transactions

No

China Yangtze Power Co., Ltd.    publicly issued Green corporate bonds in 2022 (First Issue) (variety I) (for professional   investors)

G22   CYPC 1

185240.SH

2022/01/17

2022/01/18

2025/01/18

500,000,000

2.88

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Professional   investor

Public transactions

No

China Yangtze Power Co., Ltd.    publicly issued Green corporate bonds in 2022 (Second Issue) (variety II) (for professional   investors)

G22   CYPC 2

185241.SH

2022/01/17

202201/18

2027/01/18

2,000,000,000

3.19

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Professional   investor

Public transactions

No

Yangtze Power Co., Ltd.    publicly issued Green corporate bonds in 2022 (Second Issue) (sustainability-linked) (for professional   investors)

G22   CYPC 3

185778.SH

2022/05/19

2022/05/20

2025/05/20

1,500,000,000

2.78

Interest paid once a year with the principal   repaid when due at a time

Shanghai   Stock Exchange

Professional   investor

Public transactions

No

 

The Company's countermeasures against the risk of termination of bond listing

□ Applicable �� Inapplicable

 

Overdue outstanding bonds

□ Applicable �� Inapplicable

 

Payment of interest and cash of bonds during the reporting period

�� Applicable □ Inapplicable

Name of bond

Description of the payment of interest and cash

 

2016 Corporate Bonds of China Yangtze Power Co., Ltd. (First Issue)

The interest-bearing period of the bonds is from October 17, 2016 to October 16, 2026. During the reporting period, the Company has paid interest to   investors for the period from October 17, 2021 to October 16, 2022 in   accordance with the agreement in the Prospectus on October 17, 20221 (if the interest payment date falls on a holiday, it will be postponed to the first   business day thereafter).

China Yangtze Power Co., Ltd. publicly issues the 2019 corporate   bonds ((First Issue)

The interest-bearing period of the bonds is from February 19, 2019 to   February 18, 2022. During the reporting period, the Company has paid  interest to investors on February 21, 2022 for the period from February 19, 2021 to February 18, 2022 in accordance with the agreement in the    Prospectus.

China Yangtze Power Co., Ltd. publicly issued corporate bonds in 2019 (Second Issue)

The interest-bearing period of the bonds is from September 4, 2019 to   September 3, 2024. During the reporting period, the Company has paid  interest to investors for the period from September 4, 2021 to September 3, 2022 in accordance with the agreement in the Prospectus on September 5, 2022 (if the interest payment date falls on a holiday, it will be postponed to the first business day thereafter)

China Yangtze Power Co., Ltd. publicly issued corporate bonds in 2019 (Third Issue)

The interest-bearing period of the bonds is from December 6, 2019 to   December 5, 2022. During the reporting period, the Company has paid  interest to investors on December 6, 2022 for the period from December 6, 2021 to December 5, 2022 in accordance with the agreement in the    Prospectus.

China Yangtze Power  Co., Ltd. publicly issued 2020 corporate bonds  (First Issue) (Variety I)

The interest-bearing period of the bonds is from January 8, 2020 to January 7, 2023. During the reporting period, the Company has paid interest to   investors on January 10, 2022 for the period from January 8, 2021 to January 7, 2022 in accordance with the agreement in the Prospectus

China Yangtze Power Co., Ltd. publicly issued 2020 corporate bonds  (First Issue) (Variety II)

The interest-bearing period of the bonds from January 8, 2020 to January 7, 2025. During the reporting period, the Company has paid interest to investors on January 10, 2022 for the period from January 8, 2021 to January 7, 2022 in accordance with the agreement in the Prospectus.

China Yangtze Power Co., Ltd. publicly issued Green corporate bonds in 2021 (First Issue) (for professional  investors)

The interest-bearing period of the bonds from June 18, 2021 to June 17, 2026. During the reporting period, the Company has paid interest to investors on June 20, 2022 for the period from June 18, 2021 to June 17, 2022 in accordance with the agreement in the Prospectus.

China Yangtze Power Co., Ltd. publicly issued corporate bonds in 2021 (Second Issue) (for professional  investors)

The interest-bearing period of the bonds from November 9, 2021 to November 8, 2024. During the reporting period, the Company has paid interest to investors on November 9, 2022 for the period from November 9, 2021 to November 8, 2022 in accordance with the agreement in the Prospectus.

 

2. Trigger and implementation of issuer��s or investor��s choice clause, investor's protection clause

□ Applicable �� Inapplicable

 

3. Intermediaries providing services for bond issuance and duration business

Name of the intermediary

Office address

Names of the accountants as signatories

Contact person

Tel.

China Securities Co., Ltd.

2/F, Building B, Hengkai Center, No. 2, Chaonei  Street, Dongcheng District, Beijing

��

Lei Yiming

010-86451464

CITIC Securities Company Limited

CITIC Securities

Tower, No.48

Liangmaqiao  Road, Chaoyang District, Beijing

��

Lin Luxiang, Wang Yanjun

010-60838276

Ping An Securities Company Limited

16/F, North   Building,    Financial Street Center, No. 9,  Financial Street, Xicheng District, Beijing

��

Cui Yidan

010-56800252

BOC International (China) Co., Ltd.

7F, No. 110 Xidan North Street,   Xicheng District, Beijing

��

 

Wang Rui

010-66229276

Beijing DeHeng Law Offices

12/F, Block B, Fukai Building, No. 19 Financial Street, Xicheng District, Beijing

��

 

Wang Huakun

010-52682888

Da Hua Certified Public Accountants (Special General Partnership)

9/F, Building 7, No. 16, Xisihuan Zhonglu,    Haidian District, Beijing

Hao Lijiang, Shen Yanbo

Hao Lijiang, Shen Yanbo

010-58350011

China Chengxin International   Credit Rating Co., Ltd.

Building 5, Galaxy SOHO, Chaoyang men Inner St, Dongcheng   District, Beijing

��

 

Li Junyan

010-66428877

 

 

 

4. Use of raised funds at the end of the reporting period

�� Applicable □ Inapplicable

Unit: yuan Currency: RMB

Name of bond

Total raised funds

Amount used

Unused amount

Operation of the special account for raised funds (if any)

Rectification of irregular use of raised funds (if any)

Compliance of actual use of raised funds with the committed use, use plan and other agreement of fundraising instructions.

2016 Corporate Bonds of China Yangtze Power Co., Ltd. (First Issue)

3,000,000,000

3,000,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

2019 Corporate Bonds of China Yangtze Power Co., Ltd. (First Issue)

3,000,000,000

3,000,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

2019 Corporate Bonds of China Yangtze Power Co., Ltd. (Secound Issue)

2,000,000,000

2,000,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

2019 Corporate Bonds of China Yangtze Power Co., Ltd. (third Issue)

2,000,000,000

2,000,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

2020 Corporate Bonds of China Yangtze Power Co., Ltd. (first Issue) (variety I)

1,500,000,000

1,500,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

2020 Corporate Bonds of China Yangtze Power Co., Ltd. (first Issue) (variety II)

500,000,000

500,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

China Yangtze Power Co., Ltd. publicly issued Green corporate bonds in 2021 (First Issue) (for professional  investors)

1,500,000,000

1,500,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

China Yangtze Power Co., Ltd. publicly issued corporate bonds in 2021 (Second Issue) (for professional  investors)

2,000,000,000

2,000,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

China Yangtze Power Co., Ltd.  publicly issued Green corporate bonds in 2022 (First Issue) (variety I) (for professional  investors)

500,000,000

500,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

China Yangtze Power Co., Ltd.  publicly issued Green corporate bonds in 2022 (Second Issue) (variety II) (for professional  investors)

2,000,000,000

2,000,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

Yangtze Power Co., Ltd.  publicly issued Green corporate bonds in 2022 (Second Issue) (sustainability-linked) (for professional  investors)

1,500,000,000

1,500,000,000

0

Operate  normally in    accordance with the  Prospectus

N/A

Yes

 

The progress and operational benefits of using raised funds for construction projects

□ Applicable �� Inapplicable

 

Description of changing the use of the above-mentioned bond during the reporting period

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

5. Adjustment of credit rating results

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

6. Implementation and change of guarantee, debt repayment plan and other debt paying guarantee measures during the reporting period and their impact

□ Applicable �� Inapplicable

7. About other situations of corporate bonds

�� Applicable □ Inapplicable

1. Other matters to be disclosed in respect of specific varieties of bonds

Unit: RMB billion Currency: RMB

Special Bond Type: Green Corporate Bond

Bond Code

Bond Abbreviation

Types of special bonds

Bond balances

Specific areas of use of proceeds

Project or programme progress and benefits

Other matters

185778.SH

G22 CYPC 3

Green Corporate Bond (Sustainable Link)

15

Supplemental working capital to support business development in the company's green industry sector

The company's business in the field of green industry is carried out normally and in an orderly manner

Refer to the table below for sustainable linkage related matters

185241.SH

G22 CYPC 2

Green Corporate Bonds

20

To repay the company's debts and replenish working capital to support the business development of the company in the green industry sector.

N/A

185240.SH

G22CYPC 1

Green Corporate Bonds

5

To repay the company's debts and replenish working capital to support the business development of the company in the green industry sector.

N/A

188243.SH

G21 CYPC 1

Green Corporate Bonds

15

Supplemental working capital to support business development in the company's green industry sector

N/A

The disclosure of sustainable linked items related to G22 CYPC3 is as follows:

Project or programme progress and benefits

The company's business in the field of green industry is carried out normally and in an orderly manner

Results of the assessment of the sustainability performance targets for the reporting period of this Sustainability Linked Bond

As at the end of the reporting period, the Company had an installed renewable energy management capacity of 71,795,000 kilowatts

Baseline data change

No adjustment to the baseline data for the sustainability performance targets during the reporting period

Other key information that will help investors monitor the issuer's sustainability performance (if any)

N/A

Sustainable development benefits realised

The sustainable development performance target of the bonds for the current period as of the end of 2022 was 71,795,000 kW, an increase of 16.18% compared to the end of the previous year. All of the newly added renewable energy management capacity in 2022 came from the Baihetan Hydropower Station project. The Baihetan Hydropower Station has achieved positive sustainable development benefits in improving the energy supply structure, alleviating regional power supply pressure, releasing flood control pressure in the Yangtze River Basin, ensuring the safety of people's lives and property, controlling the sedimentation in the Jinsha River, improving downstream water quality, and improving navigation conditions.

The impact of linked target performance results on the bond structure

The bonds for this period had a mechanism for triggering interest rate adjustments based on the performance results, but the performance results did not trigger an adjustment in the bond interest rate during the reporting period.

Measures taken by the company during the reporting period to address the achievement of its sustainable development goals and the impact

During the reporting period, the company actively promoted the full commissioning of the Baihetan Hydropower Station and successfully achieved the goal of commissioning all remaining 10 million kW units for power generation within the year. The company's newly added renewable energy management capacity during the reporting period was 10 million kW. The performance result of the company's sustainable development performance target increased from 61.795 million kW at the end of 2021 to 71.795 million kW at the end of 2022. The sustainable development performance target of the bonds for this period is for the renewable energy management capacity to not be less than 71 million kW by the end of 2023, and the assessment result of the company's sustainable development performance target has exceeded this target.

 

 

(III) Debt Financing Instrument for Non-financial Enterprises in the Inter-bank Bond Market

�� Applicable □ Inapplicable

1. Basic information of debt financing instrument for non-financial enterprises

Unit: yuan   Currency: RMB

Name of bond

Abbreviation

Code

Issue date

Value date

Maturity date

Bond balance

Interest rate (%)

Debt service mode

Trading place

Adequacy arrangement by investors (if any)

Trading mechanisms

Risk of termination of listing

2015 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

15 CYPC MTN001

101554062.IB

2015/09/10

2015/9/14

2025/9/14

3,000,000,000

4.50

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2018 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

18 CYPC MTN001

101801418.IB

2018/12/03

2018/12/05

2023/12/05

1,990,000,000

3.10

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2019 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

19 CYPC MTN001

101900332.IB

2019/03/13

2019/03/15

2024/03/15

2,155,000,000

2.85

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2019 Medium-term Notes (Second Issue) of China Yangtze Power Co., Ltd.

19 CYPC MTN002

101901055.IB

2019/08/07

2019/08/09

2024/08/09

1,960,000,000

2.72

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2020 Medium-term Notes  (First Issue) of China Yangtz Power Co., Ltd. (epidemic prevention and control bond)

20 CYPC (EPCB) MTN001

102000353.IB

2020/03/12

2020/03/16

2023/03/16

2,500,000,000

2.95

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2020 Medium-term Notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.

20 CYPC MTN002

102000681.IB

2020/04/13

2020/04/15

2025/04/15

2,500,000,000

3.07

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2021medium-term notes (First Issue) of  China   Yangtze Power Co., Ltd.

21 CYPC MTN001

102100630.IB

2021/04/07

2021/04/09

2024/04/09

2,500,000,000

3.53

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2021medium-term notes  (Second  Issue) of China   Yangtze Power Co., Ltd. (sustainability-linked)

21 CYPC

MTN002

102100945.IB

2021/05/06

2021/05/10

2024/05/10

1,000,000,000

3.40

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2022medium-term notes (First Issue) of  China   Yangtze Power Co., Ltd.

22 CYPC MTN001

102280019.IB

2022/01/04

2022/01/06

2025/01/06

2,500,000,000

2.90

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2022 Medium-term Notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.(variality I)

22 CYPC MTN002A

102280471.IB

2022/03/08

2022/03/10

2025/03/10

2,000,000,000

3.09

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2022 Medium-term Notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.(variality II)

22 CYPC MTN002B

102280472.IB

2022/03/08

2022/03/10

2027/03/10

1,000,000,000

3.44

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2022 green medium-term notes  (First  Issue) of  China   Yangtze Power Co., Ltd.

22 CYPC GN001

132280079.IB

2022/08/25

2022/08/29

2027/08/29

1,000,000,000

2.80

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2022 short-term financing notes  (First  Issue) of  China   Yangtze Power Co., Ltd.

22 CYPC CP001

042280496.IB

2022/11/14

2022/11/16

2023/11/16

1,500,000,000

2.50

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

2022 short-term financing notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.

22 CYPC CP002

042280510.IB

2022/11/22

2022/11/23

2023/09/04

1,500,000,000

2.50

Interest paid once a year with the  principal  repaid when due at a time

National inter-bank bond market

Institutional investors in the  national inter-bank bond market

Public transactions

No

 

The Company's countermeasures against the risk of termination of bond listing

□ Applicable �� Inapplicable

 

Overdue outstanding bonds

□ Applicable �� Inapplicable

 

Payment of interest and cash of bonds during the reporting period

�� Applicable □ Inapplicable

Name of bond

Description of the payment of interest and cash

2015 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from September 14, 2015 to September 13, 2025. During the reporting period, the Company has paid interest to investors on September 14, 2022. for the period from September 14, 2021 to September 13, 2022 in accordance with the agreement in the Prospectus.

2018 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from December 5, 2018 to December 4, 2023. During the reporting period, the Company has paid the interest for the period from December 5, 2021 to December 4, 2022 and the bond principals of the investors' resale on December 5, 2022 in accordance with the agreement in the Prospectus.

2019 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from March 15, 2019 to March 14, 2024. During the reporting period, the Company has paid interest to investors on March 15, 2022 for the period from March 15, 2021 to March 14, 2022 in accordance with the agreement in the Prospectus

2019 Medium-term Notes (Second Issue) of China Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from August 9, 2019 to August 8, 2024. During the reporting period, the Company has paid interest to investors on August 9, 2022 for the period from August 9, 2021 to August 8, 2022 in accordance with the agreement in the Prospectus.

2020 Medium-term Notes (First Issue) of China Yangtz Power Co., Ltd. (epidemic prevention and control bond)

The interest-bearing period of the bonds is from March 16, 2020 to March 15, 2023. During the reporting period, the Company has paid interest to investors on March 16, 2022 for the period from March 16, 2021 to March 15, 2022 in accordance with the agreement in the Prospectus.

2020 Medium-term Notes (Second Issue) of China  Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from April 15, 2020 to April 14, 2025. During the reporting period, the Company has paid interest to investors on April 15, 2022 for the period from April 15, 2021 to April 14, 2022 in accordance with the agreement in the Prospectus.

2021 short-term notes (First Issue) of China Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from January 8, 2021 to January 7, 2022. During the reporting period, the Company has paid interest to investors on January 10, 2022 (if the interest payment date falls on a holiday, it will be postponed to the first business day thereafter) for the period from January 8, 2021 to January 7, 2022 in accordance with the agreement in the Prospectus.

2021 short-term notes (Second Issue) of China Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from March 15, 2021 to March 14, 2022. During the reporting period, the Company has paid interest to investors on March 15, 2022 for the period from March 15, 2021 to March 14, 2022 in accordance with the agreement in the Prospectus.

2021 medium-term notes (First Issue) of China  Yangtze Power Co., Ltd.

The interest-bearing period of the bonds is from April 9, 2021 to April 8, 2024. During the reporting period, the Company has paid interest to investors on April 11, 2022 (if the interest payment date falls on a holiday, it will be postponed to the first business day thereafter) for the period from April 9, 2021 to April 8, 2022 in accordance with the agreement in the Prospectus.

2021 medium-term notes (Second Issue) of China  Yangtze Power Co., Ltd. (sustainability-linked)

The interest-bearing period of the bonds is from May 10, 2021 to May 9, 2024. During the reporting period, the Company has paid the interest and principal of the bonds to the investors on May 10, 2022 for the period from May 10, 2021 to May 9, 2022 in accordance with the agreement in the Prospectus

 

2. Trigger and implementation of issuer��s or investor��s choice clause, investor's protection clause

�� Applicable □ Inapplicable

On March 15, 2019, the company completed the issuance of its 2019 first tranche medium-term notes, with the code "19 Yangtze Power MTN001". The actual issuance size of the bond was CNY 3 billion, with a coupon rate of 3.65% and a maturity of 5 years (3+2 structure), with the issuer having the option to adjust the coupon rate and investors having the option to sell back the bond at the end of the third year. On February 22, 2022, the company disclosed a notice on the exercise of the issuer's option to adjust the coupon rate and investors' option to sell back the bond at the end of the second year after the bond's issuance, setting the coupon rate for the remaining two years at 2.85% effective from March 15, 2022, and initiating the registration for bond sell-back by investors. The registration period for sell-back started on February 23, 2022, and ended on March 1, 2022. On March 3, 2022, the company announced the result of the sell-back, with a total sell-back amount of CNY 845 million and a remaining balance of CNY 2.155 billion, with a coupon rate of 2.85% and an interest period from March 15, 2022, to March 14, 2024.

On August 9, 2019, the company completed the issuance of its 2019 second tranche medium-term notes, with the code "19 Yangtze Power MTN002". The actual issuance size of the bond was CNY 2 billion, with a coupon rate of 3.40% and a maturity of 5 years (3+2 structure), with the issuer having the option to adjust the coupon rate and investors having the option to sell back the bond at the end of the third year. On July 19, 2022, the company disclosed a notice on the exercise of the issuer's option to adjust the coupon rate and investors' option to sell back the bond at the end of the second year after the bond's issuance, setting the coupon rate for the remaining two years at 2.72% effective from August 9, 2022, and initiating the registration for bond sell-back by investors. The registration period for sell-back started on July 20, 2022, and ended on July 26, 2022. On August 1, 2022, the company announced the result of the sell-back, with a total sell-back amount of CNY 40 million and a remaining balance of CNY 1.96 billion, with a coupon rate of 2.72% and an interest period from August 9, 2022, to August 8, 2024.

 

3. Intermediaries providing services for bond issuance and duration business

Name of the intermediary

Office address

Names of the accountants as signatories

Contact person

Tel.

Agricultural Bank of China Limited

No.69 Jianguomen Inner Street, Dongcheng   District, Beijing

��

An Liwei

010-85109045

China Merchants Bank Co., Ltd

22/F, China Merchants Bank Tower, 2016 Shennan Avenue, Futian District, Shenzhen

��

Cao Chong, Ma Jie

0755-88026137��027-83324865

Industrial and Commercial Bank of China Limited

55 Fuxingmennei Street, Xicheng District, Beijing

��

Li Jianing

010-66108574

Bank of China Limited

1 Fuxingmennei Street, Xicheng District, Beijing

��

Xun Yamei

010-66592749

China Construction Bank Corporation

25 Financial Street, Xicheng District, Beijing

��

Fu Yubin

010-67594029

China Minsheng Banking Corp., Ltd.

2 Fuxingmennei Street, Xicheng District, Beijing

��

Shu Chang

010-58560971

Beijing DeHeng Law Offices

12/F, Block B, Fukai Building, No. 19 Financial Street, Xicheng District, Beijing

��

Wang Huakun

010-52682888

ShineWing   Certified Public Accountants LLP

9/F, Block A, Fu Hua Mansion, No. 8, Chaoyangmen Beidajie,    Dongcheng   District, Beijing

 

Zhan Jun and Qiu Xin

Qiu Xin

010-65542288

China Chengxin International   Credit Rating Co., Ltd.

Building 5, Galaxy SOHO, Chaoyangmen Inner St, Dongcheng District, Beijing

��

Yang Siyi

010-66428877

 

Changes in the above intermediaries

□ Applicable �� Inapplicable

4. Use of raised funds at the end of the reporting period

�� Applicable □ Inapplicable

Unit: yuan Currency: RMB

Name of bond

Total raised funds

Amount used

Unused amount

Operation of the special account for raised funds (if any)

Rectification of irregular use of raised funds (if any)

Compliance of actual use of raised funds with the committed use, use plan and other agreement of fundraising instructions.

2015 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

3,000,000,000

3,000,000,000

0

 

N/A

 

N/A

 

Yes

2018 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

2,000,000,000

2,000,000,000

0

 

N/A

 

N/A

 

Yes

2019 Medium-term Notes (First Issue) of China Yangtze Power Co., Ltd.

3,000,000,000

3,000,000,000

0

 

N/A

 

N/A

 

Yes

2019 Medium-term Notes (Second Issue) of China Yangtze Power Co., Ltd.

2,000,000,000

2,000,000,000

0

 

N/A

 

N/A

 

Yes

2020 Medium-term Notes  (First Issue) of China Yangtz Power Co., Ltd. (epidemic prevention and control bond)

2,500,000,000

2,500,000,000

0

 

 

N/A

 

 

N/A

 

 

Yes

2020 Medium-term Notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.

2,500,000,000

2,500,000,000

0

 

N/A

 

N/A

 

Yes

2021medium-term notes (First Issue) of  China   Yangtze Power Co., Ltd.

2,500,000,000

2,500,000,000

0

 

N/A

 

N/A

 

Yes

2021medium-term notes  (Second  Issue) of China   Yangtze Power Co., Ltd. (sustainability-linked)

1,000,000,000

1,000,000,000

0

 

N/A

 

N/A

 

Yes

2022medium-term notes (First Issue) of  China   Yangtze Power Co., Ltd.

2,500,000,000

2,500,000,000

0

N/A

N/A

Yes

2022 Medium-term Notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.(variality I)

2,000,000,000

2,000,000,000

0

N/A

N/A

Yes

2022 Medium-term Notes  (Second  Issue) of  China   Yangtze Power Co., Ltd.(variality II)

1,000,000,000

1,000,000,000

0

N/A

N/A

Yes

2022 green medium-term notes  (First  Issue) of  China   Yangtze Power Co., Ltd.

1,000,000,000

1,000,000,000

0

N/A

N/A

Yes

2022 short-term financing notes  (First  Issue) of  China   Yangtze Power Co., Ltd.

1,500,000,000

1,500,000,000

0

N/A

N/A

Yes

2022 short-term financing notes  (Second  Issue) of  China Yangtze Power Co., Ltd.

1,500,000,000

1,500,000,000

0

N/A

N/A

Yes

 

The progress and operational benefits of using raised funds for construction projects

□ Applicable �� Inapplicable

 

Description of changing the use of the above-mentioned bond during the reporting period

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

5. Adjustment of credit rating results

□ Applicable �� Inapplicable

 

Other descriptions

□ Applicable �� Inapplicable

 

6. Implementation and change of guarantee, debt repayment plan and other debt paying guarantee measures during the reporting period and their impact

□ Applicable �� Inapplicable

 

7. Other information of debt financing instrument for non-financial enterprises

□ Applicable �� Inapplicable

 

(IV) The Loss within the Scope of Consolidated Statements of the Company during the Reporting Period Exceeds 10% of the Net Assets at the End of the Previous Year

□ Applicable �� Inapplicable

 

(V) The Overdue Status of Interest-bearing Debts Except for Bonds at the End of the Reporting Period

□ Applicable �� Inapplicable

 

(VI) The Impact on the Equity of Bond Investors in Violation of the Provisions in the Laws and Regulations, the Articles of Association of the Company, and the Management System for Information Disclosure, as well as the Circumstances Agreed or Promised in the Bond Prospectus during the Reporting Period

□ Applicable �� Inapplicable

 

(VII) The Company��s Accounting Data and Financial Indexes in the Latest Two Years as of the End of the Reporting Period

�� Applicable □ Inapplicable

Unit: yuan  Currency: RMB

Major indexes

2021

2020

More or less of the current period over last year (%)

Net profit after deducting non-recurring profits and losses

21,392,344,535.58

24,141,419,619.03

-11.39

Liquidity ratio

0.29

0.34

-13.08

Quick ratio

0.28

0.33

-13.39

Assets-liabilities ratio (%)

40.19

42.08

-4.51

EBITDA-total debts ratio

3.15

2.84

11.09

Times of interest earned

7.16

7.75

-7.65

Times of cash interest earned

9.32

9.67

-3.63

EBITDA interest protection multiples

9.76

10.14

-3.81

Loan repayment rate (%)

100

100

0

Interest coverage rate (%)

100

100

0

II. Convertible Corporate Bond

□ Applicable �� Inapplicable

 

 

 

Section X Financial Report

 

DHSZ[2023]000407

 

To All the Shareholders of China Yangtze Power Co., Ltd.:

I. Auditor��s Opinion

We have audited the financial statements of China Yangtze Power Co., Ltd. (hereinafter referred to as ��CYPC�� or the ��Company��), which comprise the Consolidated and Parent Company's Statement of Financial Position as at December 31st, 2022, and the Consolidated and Parent Company's Statement of Profit or Loss, the Consolidated and Parent Company's Statement of Cash Flow, the Consolidated and Parent Company's Statement of Changes in Shareholders' Equity for the year then ended, and Notes to the Consolidated Financial Statements.

In our opinion, the attached financial statements present fairly, in all material respects, the consolidated and parent company��s financial positions of CYPC as at December 31st, 2022, and its consolidated and parent company��s financial performance and cash flows for the year then ended in accordance with the Accounting Standards for Business Enterprises.

II. Basis for Auditor's Opinion

We conducted our audit work in accordance with International Standards on Auditing (��ISAs��) issued by the International Auditing and Assurance Standards Board (the ��IAASB��). Our responsibilities under those standards are further described in the ��Auditor's Responsibilities for the Audit of the Consolidated Financial Statements�� section of our report. We are independent of the CYPC in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (the ��IESBA Code��) and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

III. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Accuracy of Operating Costs

Refer to Note V(39) to the consolidated financial statements.

Key audit matter

How our audit addressed the key audit matter

The Company incurred operating costs totaling RMB 22.233 billion in the fiscal year of 2022, representing 84.49% of the total profit, consisting primarily of depreciation charges on production capacity, fiscal charges, etc.; such amounts were material to the consolidated financial statements.

For above reasons, we identified accuracy of the operating cost as a key audit matter.

Our audit procedures in relation to the accuracy of operating costs included the following:

- Obtaining an understanding of and assessing the design, implementation, and operating effectiveness of key internal controls over operating costs;

- Field observation and monitoring of important fixed assets for production;

- Inspecting purchase contracts, on sample basis, to identify terms and conditions with reference to the Company��s accounting policies;

- Check the accuracy of the amount such as depreciation of fixed assets and financial fees included in the operating cost with methods such as re-calculation;

- Analyze the reasonableness of the operating costs of the current year by adopting the method of analytical review, considering the audits of fixed assets, construction in progress and other accounts;

- Comparing, on a sample basis, whether specific transactions recorded before and after the financial year end date with relevant underlying documentation to determine whether the related costs had been recognized in the appropriate financial period;

- Evaluating the appropriateness of related disclosures made by the management.

Impairment Assessment on Goodwill and Intangible Assets

Refer to Note III(22) in summary of significant accounting policies, Note V(15) and (17) to the consolidated financial statements.

Key audit matter

How our audit addressed the key audit matter

On April 24, 2020, the Company acquired 100% of the equity interest in Sempra Americas Bermuda Ltd. (now known as Andes Bermuda Ltd., hereinafter referred to as "AB") and Peruvian Opportunity Company S.A.C. (hereinafter referred to as "POC", AB and POC collectively referred to as "Peruvian Companies") with consideration of USD 3.602 billion. As at December 31st, 2022, goodwill amounted to USD 155 million arose from the acquisition and authorized rights to transmit and distribute electricity amounted to USD 3.1 billion were identified. The Company engaged an independent external valuer to perform an impairment assessment of the goodwill and authorized rights. The results are determined based on various key assumptions and estimates including discount rates and the Company��s operating and financial positions in the foreseeable future. The reasonableness of the judgements has a significant impact on the impairment assessment and the accounting estimates and assumptions used in preparation of the consolidated financial statements.

For above reasons, we identified the impairment assessment of goodwill and intangible assets as a key audit matter.

The main audit procedures executed:

- To understand, test, and evaluate the effectiveness of management's design and operation of key internal controls related to the impairment of goodwill and intangible assets;

- Evaluate the objectivity, independence and professional competence of third-party intermediaries engaged by the Company;

- To review the judgment and analysis of third-party institutions on indicators of impairment of goodwill and intangible assets;

- To review the underlying data, key assumptions, parameters, and other factors adopted in the assessment and evaluate the appropriateness of the results;

- To review the adequacy of relevant disclosures in the financial statements.

IV. Other Information

The management of CYPC (hereinafter referred to as management) is responsible for other information. Other information includes information covered in 2022 Annual Report of CYPC, except the financial statements and our auditor��s report.

Our audit opinion on the financial statements does not include other information, and we neither express any form of authentication opinion for other information.

Based on our audit of the financial statements, our responsibility is to consider whether other information has material inconsistency or seems to have material misstatement with the financial statements or circumstance that we know during audit while reading other information.

Based on the work that we have executed, we should report the fact in case of determining the material misstatement of other information. In this regard, we have nothing to report.

.

V. Responsibilities of the Management for the Consolidated Financial Statements

The management is responsible for the preparation and fair presentation of the financial statements in accordance with the Accounting Standards for Business Enterprises, and the maintenance and preservation of such internal controls as management deems necessary to enable the preparation of financial statements free from material misstatement, whether due to fraud or error.

In preparation of the financial statement, the management is responsible for assessing CYPC��s sustainable operation ability, disclosing the sustainable operation related items (if applicable) and applying sustainable operation assumptions, unless otherwise the management plans to liquidate CYPC, stop operation or it has no other practical choice.

The governance is responsible for supervising CYPC��s financial reporting process.

VI. Auditor��s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor��s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

We exercised professional judgment and maintained professional skepticism in performing our audit in accordance with ISAs. At the same time, we also carried out the following work:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Understand audit-related internal control in order to design appropriate audit procedures, but not for the purpose of expressing opinions on the effectiveness of internal control.

3. Evaluate the appropriateness of the Management's selection of accounting policies and the rationality of accounting estimates as well as related disclosures.

4. Conclude on the appropriateness of the management��s use of the going concern basis of accounting and, Meanwhile, we can conclude whether major uncertainty exists in items or circumstances, causing substantial doubts to the sustainable operation ability of CYPC in accordance with the audit evidence we have acquired. If we conclude that a material uncertainty exists, auditing standards require us to draw attention to users of the financial statements in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on information available as of the date of the auditor's report. However, future items or circumstances may cause that CYPC is not sustainable.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We have communicated with the Governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We have made statements to the governance as per the occupational ethnic requirements related to independence and communicate with the governance about all relations and other matters that can be reasonably considered to affect our independence as well as relevant precautionary measures (if applicable).

We have determined which matters are the most important to audit the financial statement in the current period from the matter which has been communicated with the Governance, therefore, these matters form the key audit matters. We have described these matters in the auditor��s report, except that they are prohibited from being publicly disclosed as per the laws and regulations, or in the rare cases, if a negative result that may be caused by communicating some matter in the auditor��s report as reasonably expected exceeds the benefit generated by the public interest, we determine not to communicate such matter in the auditor��s report.

 

 

 

Dahua Certified Public Accountants

(Special General Partnership)

 

China Certified Public Accountants:

 

China·Beijing

 

(Engagement Partner)

HAO Lijiang

 

China Certified Public Accountants:

 

 

 

SHEN Yanbo

April 27, 2023

 



China Yangtze Power Co., Ltd.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2022

I. COMPANY PROFILE

1. Organization

China Yangtze Power Co., Ltd. (hereinafter referred to as the ��Company��) is a limited liability company established by means of sponsorship by the principal sponsor, China Three Gorges Corporation (former China Three Gorges Project Corporation, hereinafter referred to as "CTG") and other 5 sponsors including Huaneng Power International Inc., China National Nuclear Corporation, China National Petroleum Corporation, China Gezhouba Construction Group Corporation for Water Resources and Hydropower and Changjiang Institute of Survey, Planning, Design and Research of Changjiang Water Resources Commission. The Company was established on September 23, 2002 according to the approval of "GJMQG [2002] No. 700" issued by the former State Economic and Trade Commission and completed its industrial and commercial registration in the State Administration for Industry & Commerce on November 4, 2002.

As approved by China Securities Regulatory Commission, the Company issued A-shares to the public in the form of placement and was listed on Shanghai Stock Exchange on November 18, 2003.

In September 2009, according to the resolution of the first extraordinary general meeting of 2009 of the Company and as approved by China Securities Regulatory Commission, the Company implemented material asset reorganization and acquired the power generation assets of Three Gorges Project and shares of five specialized auxiliary production companies.

In March 2016, as approved by China Securities Regulatory Commission, the Company issued shares to purchase assets and raise subscription funds. Totally 3,500,000,000 shares were issued to CTG, Sichuan Energy Investment Group Co., Ltd. and Yunnan Provincial Energy Investment Group Co., Ltd. to acquire 100% of shares of Three Gorges Jinsha River Chuanyun Hydropower Development Co., Ltd. jointly held by them; meanwhile, 2,000,000,000 shares were issued through private placement to 7 investors including Ping An Asset Management Co., Ltd., Sunshine Life Insurance Co., Ltd., China Life Insurance Co., Ltd., Guangzhou Development Group Incorporated, Pacific Asset Management Co., Ltd., GIC Private Limited and Shanghai Chongyang Strategic Investment Co., Ltd. After the above-mentioned issuance, the total number of capital stock of the Company was changed to 22,000,000,000.

In October 2020, the Company completed the issuance of 74,185,923 Global Depository Receipts ("GDR"), raising gross proceeds of approximately USD 1,963 million, which were listed on the London Stock Exchange, with each GDR representing 10 shares of the Company's A-shares, resulting in 741,859,230 additional shares of the underlying A-shares.

As of December 31st, 2022, the total cumulative issued capital stock of the Company was 22,741,859,200 shares and amounted to RMB 22,741.8592 million.

The Company has obtained the business license of enterprise (No. 91110000710930405L) approved and issued by the State Administration for Industry and Commerce with Lei Mingshan acting as the legal representative. The registered address of the Company is Block B, No.1 Yuyuantan Road, Haidian District, Beijing; and the principal office of the headquarters is F22, Block B, Fukai Building, No.19 Financial Street, Xicheng District, Beijing.

The controlling shareholder of the Company is CTG and the main subsidiaries include the following:

1. CYPC Capital Holding Co., Ltd. (Former name: Beijing Yangtze Power Innovation Investment Management Co., Ltd., hereinafter referred to as CYPC Capital);

2. China Yangtze Power International (Hongkong) Co., Ltd. (hereinafter referred to as "CYPC International");

3. Three Gorges Jinsha River Chuanyun Hydropower Development Co., Ltd. (hereinafter referred to as "Three Gorges Chuanyun Company");

4. Three Gorges Power Co., Ltd. (hereinafter referred to as "Three Gorges Power");

5. CYPC Investment Management Co., Ltd. (hereinafter referred to as "CYPC Investment");

6. CYPC Xinneng Co., Ltd. (hereinafter referred to as "Xinneng Company ");

7. CYPC Sales Co., Ltd. (hereinafter referred to as "Sales company").

2. Principal Activities

The Company is principally engaged in the power generation industry and its main products or services include power generation, operation and investment, and technical consultation of power generation.

3. Scope of Consolidated Financial Statements

There are 27 subsidiaries included in the Company��s consolidation scope for the current period. Please refer to Note VII ��Equity in Other Entities�� for details. There are 3 new established subsidiaries and 9 disposed ones. Please refer to Note VI ��Changes in Consolidation Scope�� for details.

4. Approval Date

The financial statements were approved and authorized for issue by the board of directors of the Company on April 27th, 2023.

II. BASIC OF PREPARATION

1. Basic of Preparation

The consolidated financial statements have been prepared in accordance with Accounting Standards for Business Enterprises (which include all Financial Reporting Standards, Accounting Standards, and Interpretations) issued by the Ministry of Finance and the disclosure requirements of the China Securities Regulatory Commission.

2. Going Concern

In preparing the consolidated financial statements, the Company has evaluated its ability to continue as a going concern for at least the next twelve months from the end of the current period, and did not recognize a material uncertainty that may cast significant doubt on its ability to continue as a going concern. The consolidated financial statements have been prepared with going concern basis of accounting.

3. Accounting Basis and Recognition Principals

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of financial assets at fair value through profit or loss and the financial liabilities at fair value through profit or loss which were carried at fair values. The assets are subject to impairment assessment at the end of the reporting period, and corresponding provision for impairment shall be made if any such indication exists.

III. SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

1. Statement of Compliance with Accounting Standards for Business Enterprises (��ASBE��)

The consolidated financial statements prepared by the Company meet the requirements of ASBE and give a true and complete picture of the Company��s financial position, business performance, cash flows and other relevant information for the reporting period.

2. Accounting Period

The fiscal year of the Company is from January 1st to December 31st of the Gregorian calendar.

3. Operating Cycle

An operating cycle refers to the days required for a business from receiving an inventory to collecting cash or cash equivalents from the sale of the inventory. The Company uses twelve months as an operating cycle and twelve months from the reporting date to classify current or noncurrent assets and liabilities.

4. Foreign Currencies

The Company uses Renminbi (��RMB��) as its reporting currency.

For the purpose of presenting the consolidated financial statements, the assets and liabilities of the Company��s foreign operations are translated into RMB using exchange rates prevailing at the end of each reporting period. Income and expenses items are translated at the average exchange rates for the period.

5. Accounting Treatment for Business Combinations

A. If the terms, conditions and economic impact of each transaction in the process of business combination meet one or more of the following conditions, multiple transactions shall be treated as a package deal for accounting.

 These transactions are made at the same time or with consideration for each other's influence;

 These transactions can achieve a complete business result only as a whole;

 The occurrence of one transaction depends on the occurrence of at least one another transaction;

 A transaction is uneconomic when being viewed in isolation, while economic when considered with other transactions.

B. Transactions Between Entities Under Common Control

The assets and liabilities acquired by the Company, as the combining party, from business combination under common control, shall be measured at their carrying value in the accounts of the combined party at the combination date. The difference between any proceeds transferred and the carrying amounts of the net assets received is recognized in equity (generally additional paid-in-capital). If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.

When it comes to contingent consideration which classified as a liability or an asset, the difference between the initial recognized amount and the subsequent settled amount is recognized in equity (generally additional paid-in-capital). If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.

The Company may obtain control over target in which it held some equity interest at the time of obtaining control. In such case, if multiple transactions can be treated as one package deal, the Company shall account for as one business combination transaction; Otherwise, at the acquisition date, the difference between the historical cost of the long-term equity investment and the sum of (a) carrying amount of the investment immediately before the acquisition date and (b) proceeds transferred on the acquisition date is recognized in equity (generally additional paid-in-capital). If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. The previously held interest may have been remeasured to fair value with changes recognized in other comprehensive income in prior periods. In such case, the Company shall not derecognize any amounts in accumulated comprehensive income related to the previously held interest until disposals.

C. Business Combinations (Other Than Transactions Between Entities Under Common Control)

The acquisition date refers to the date on which control of the business transfers to the acquirer. The Company considers the control of the business has been transferred if all the following conditions have been met:

 The purchase contract or agreement has been approved by the Company��s internal authorities;

 The necessary regulatory approval for the transaction has been obtained;

 The necessary documents for property transfer are complete;

 The Company has transferred most of the consideration and could be reasonably expected to pay for the rest;

 The Company has substantively received the assets and incurs or assumes the liabilities of the acquiree.

At the acquisition date, the identified assets acquired and the liabilities assumed are recognized at their fair value.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non�Ccontrolling interests in the acquiree, and the fair value of the acquirer��s previously held equity interest in the acquiree (if any) over the net of the acquisition�Cdate amounts of the identifiable assets acquired and the liabilities assumed. If, after re�Cassessment, the net of the acquisition�Cdate amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non�Ccontrolling interests in the acquiree and the fair value of the acquirer��s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

In a business combination achieved in stages, if multiple transactions can be treated as one package deal, the Company shall account for as one business combination transaction; Otherwise, the investments are recognized at the sum of the cost at the acquisition date and the Company��s pre-acquisition share of the investee under the equity method of accounting. The Company reclassifies to profit or loss the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. If the investment was measured at fair value through other comprehensive income in prior reporting periods, the cumulative gain or loss previously recognized in OCI is reclassified from consolidated statement of changes in equity to consolidated statement of profit or loss.

D. Acquisition-related costs are expensed as incurred; The costs to issue debt or equity securities shall recognize as a reduction from equity.

6. Basic of Consolidation

A. Consolidation Scope

Subsidiaries are all entities (including structured entities) over which the Company has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.

B. Consolidation Principals

In preparing the consolidated financial statements, the Company shall treat the whole enterprise group as one accounting entity, and reflect its financial performance and cash flows in accordance with the recognition, measurement and presentation requirements of the Accounting Standards for Business Enterprise.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position respectively.

For subsidiaries acquired through business combinations between entities under common control, their financial statements shall be adjusted based on the carrying value of its assets and liabilities (including the goodwill formed by the ultimate controlling party��s acquisition of the subsidiaries) in the ultimate controlling party��s financial statements.

For subsidiaries acquired through transactions other than entities under common control, their financial statements shall be adjusted based on the fair value of identifiable net assets at the acquisition date.

 Increase in subsidiaries or businesses

During the reporting period, if subsidiaries or businesses are added through business combinations between entities under common control, the beginning balance of consolidated statement of financial position shall be adjusted; sales, expenses and profits of subsidiaries or businesses from the beginning of the current period to the end of the reporting period shall be included into the consolidated statement of profit or loss; cash flows of subsidiaries or businesses from the beginning of the current period to the end of the reporting period shall be included in the consolidated statement of cash flows; the relevant items of comparative financial statements shall be adjusted. It shall be deemed that the reporting entities form after the business combination have been existed from the date on which control is transferred to the ultimate controlling party.

If an investee under common control can be controlled due to additional investments, it shall be deemed that all members in the merger have existed in current state from the date on which control is transferred to the ultimate controlling party. For any equity investments held before the business combination, changes in profit or loss, other comprehensive income and net assets, recognized from the later of the date of the original investment and the date of being under common control with the investee to the acquisition date, shall adjusted the beginning retained earnings and the profit or loss during the comparative reporting periods.

During the reporting period, if subsidiaries or businesses are added through business combinations other than transactions between entities under common control, the beginning balance of consolidated statement of financial position shall not be adjusted; sales, expenses and profits of subsidiaries or businesses from the beginning of the current period to the end of the reporting period shall be included into the consolidated statement of profit or loss; cash flows of subsidiaries or businesses from the beginning of the current period to the end of the reporting period shall be included in the consolidated statement of cash flows.

If an investee under other than common control can be controlled due to additional investments, the Company shall remeasure its equity investments at their acquisition-date fair value; any difference between the fair value and their carrying value shall be recognized in profit or loss in the current period. The Company��s share of movements in other comprehensive income under the equity method of accounting shall be recognized in profit or loss at the acquisition date, except for other comprehensive income arising from changes in net liabilities or net assets of the investee��s remeasurement of the defined benefit plan.

 Disposal of subsidiaries or businesses

(1) General Procedure

During the reporting period, if the Company disposes subsidiaries or businesses, sales, expenses and profits of subsidiaries or businesses from the beginning of the current period to disposal date shall be included into the consolidated statement of profit or loss; cash flows of subsidiaries or businesses from the beginning of the current period to the disposal date shall be included in the consolidated statement of cash flows.

On a disposal involving loss of control over a subsidiary, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized in consolidated statement of profit or loss. The difference between (a) the aggregate of consideration received from the transaction and the fair value of any retained interests; and (b) the carrying amount of the former subsidiary��s assets, including goodwill, and liabilities at the date control is lost shall be recognized in profit or loss for the current period. Any amounts previously recognized in other comprehensive income under the equity method of accounting shall be recognized in profit or loss on disposal date, except for other comprehensive income arising from changes in net liabilities or net assets of the investee��s remeasurement of the defined benefit plan.

(2) Step Disposal

If terms, conditions and economic impact of each disposal transaction meet one or more of the following criteria, multiple transactions shall be treated as one package deal for accounting:

a. These transactions are made at the same time or with consideration for each other's influence;

b. These transactions can achieve a complete business result only as a whole;

c. The occurrence of one transaction depends on the occurrence of at least one another transaction;

d. A transaction is uneconomic when being viewed in isolation, while economic when considered with other transactions.

In such case, before the date control is lost, changes in ownership should be accounted for as equity transactions and the carrying amount of accumulated other comprehensive income (AOCI) is adjusted to reflect the change in the ownership interest in the subsidiary. The amounts recognized in other comprehensive income in relation to that subsidiary shall be reclassified to profit or loss at the date control is lost.

If multiple transactions cannot be treated as one package deal for accounting, any changes in the Company��s interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions; while accounting treatments shall be carried out in accordance with the general procedures for disposals of subsidiaries when control is lost.

(3) Purchase of non-controlling interests in existing subsidiaries

The difference between the carrying amount of equity investment obtained by the Company through the purchase of non-controlling interest in the subsidiary and the Company��s share of the net assets from the purchase date (or combination date) shall be adjusted in Additional Paid-in Capital in equity. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.

(4) Disposal of ownership interests in existing subsidiaries without loss of control

The difference between the fair value of the consideration received by the Company through disposal of its ownership interests in existing subsidiaries and the Company��s share of the net assets from the purchase date (or combination date) shall be adjusted in Additional Paid-in Capital in equity. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.

7. Classification of Joint Arrangement and Accounting Treatment for Joint Operation

A. Classification of Joint Arrangement

The classification of a joint arrangement as a joint operation or a joint venture depends upon the rights and obligations of the parties to the arrangement. The Company determines the type of joint arrangement in which it is involved by considering the structure and form of the arrangement, the terms agreed by the parties in the contractual arrangement and other facts and circumstances.

A joint arrangement that is not structured through a separate vehicle is a joint operation. A Joint arrangement in which the assets and liabilities relating to the arrangement are held in a separate vehicle can be either a joint venture or a joint operation. A joint arrangement structured through a separate vehicle shall be classified as a joint operation if it meets any of the following assessments:

 The legal form of the separate vehicle gives the parties rights to the assets, and obligations for the liabilities, relating to the arrangement;

 The terms of the contractual arrangement give the parties rights to the assets, and obligations for the liabilities, relating to the arrangement;

 Other facts and circumstances give the parties rights to the assets, and obligations for the liabilities, relating to the arrangement; for example, the parties have rights to substantially all the economic benefits of the assets of the arrangement; or the liabilities incurred by the arrangement are, in substance, satisfied by the cash flows received from the parties through their purchases of the output.

B. Accounting Treatment for Joint Operation

The Company recognizes in relation to its interests in a joint operation:

 

 its assets, including its share of any assets held jointly;

 its liabilities, including its share of any liabilities incurred jointly;

 its revenue from the sale of its share of the output arising from the joint operation;

 its share of the revenue from the sale of the output by the joint operation; and

 its expenses, including its share of any expenses incurred jointly.

When the Company enters into a transaction with a joint operation in which it is a joint operator, such as a sale or contribution of assets, it is conducting the transaction with the other parties to the joint operation and, as such, the joint operator shall recognize gains and losses resulting from such a transaction only to the extent of the other parties�� interests in the joint operation. When such transactions provide evidence of an impairment loss of those assets, those losses shall be recognized fully by the Company.

When the Company enters into a transaction with a joint operation in which it is a joint operator, such as a purchase of assets, it shall not recognize its share of the gains and losses until it resells those assets to a third party. When such transactions provide evidence of an impairment loss of those assets, the Company shall recognize its share of those losses.

The Company has no joint control of a joint operation. If the Company has rights to the assets, and obligations for the liabilities, relating to the arrangement, it shall account for the assets, liabilities, revenues, and expenses relating to its involvement in a joint operation in accordance with above standards; otherwise, transactions shall be accounted for in accordance with other relevant accounting standards.

8. Cash and Cash Equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, demand deposits with banks and other short-term, highly liquid investments with original maturities of three months or less.

9. Foreign Currency Transaction and Translation of Foreign Currency Financial Statements

A. Foreign Currency Transaction

Transactions in currencies other than the Company��s functional currencies (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions.

At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss, within ��finance costs��. All other foreign exchange gains and losses are recognized in profit or loss in the period in which they arise. Non�Cmonetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Foreign exchange gains and losses are recognized as changes in fair value in profit or loss or other comprehensive income in the period in which they arise.

B. Translation of Foreign Currency Financial Statements

Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; income and expenses for each statement of profit or loss are translated at average exchange rates; all resulting exchange differences are recognized in other comprehensive income.

On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income, and accumulated in the separate component of equity, shall be reclassified from equity to profit or loss (as a reclassification adjustment) when the gain or loss on disposal is recognized. On the partial disposal of a subsidiary that includes a foreign operation, the Company shall re-attribute the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income to the non-controlling interests in that foreign operation. When the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate is a financial asset that includes a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation shall be reclassified to profit or loss.

10. Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of a financial asset or to the amortized cost of a financial liability. When calculating the effective interest rate, the Company shall estimate the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call, and similar options) but shall not consider the expected credit losses.

Amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.

A. Classification and Subsequent Measurement of Financial Assets

The classification of financial assets at initial recognition depends on the Company��s business model for managing them and the financial assets�� contractual cash flow characteristics. The Company classifies its financial assets in the following measurement categories:

- Amortized cost;

- Fair value through other comprehensive income (��FVOCI��);

- Fair value through profit or loss (��FVTPL��).

At initial recognition, the Company measures a financial asset at its fair value. Trade receivables that do not contain a significant financing component or for which the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less are measured at the transaction price.

Transaction costs of financial assets carried at FVTPL are expensed in the consolidated statement of profit or loss. In the case of a financial asset not at FVTPL, transaction costs are directly attributable to the acquisition of the financial asset.

The Company reclassifies financial assets when and only when its business model for managing those assets changes.

 Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost: (a) the financial asset is held within a business model whose objective is to collect contractual cash flows; and (b) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in the statement of profit or loss when the asset is derecognized, modified or impaired. Interest income shall be calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

(1) purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition;

(2) financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods. The Company shall, in subsequent reporting periods, calculate the interest revenue by applying the effective interest rate to the gross carrying amount if the credit risk on the financial instrument improves so that the financial asset is no longer credit-impaired.

 Financial assets at fair value through other comprehensive income

Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income: (a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling; and (b) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in the consolidated statement of profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from consolidated statement of changes in equity to consolidated statement of profit or loss.

 Financial assets designated at fair value through other comprehensive income

At initial recognition, the Company may elect to classify irrevocably its equity investments as financial assets designated at fair value through other comprehensive income. The classification is determined on an instrument-by-instrument basis.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the other reserves; and are not subject to impairment assessment. The cumulative gain or loss will be transferred to retained earnings on disposal. Dividends are recognized in profit or loss only when the Company��s right to receive payment of the dividend is established; it is probable that the economic benefits associated with the dividends will flow to the entity; and the amount of the dividend can be measured reliably.

An investment in equity instruments may be measured at FVTPL if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term; on initial recognition is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

 Financial assets at fair value through profit or loss

Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI or designated as FVTOCI are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset.

The Company presents such financial assets in ��trading financial assets�� or ��other non-current financial assets�� depending on their liquidity.

 Financial assets designated at fair value through profit or loss

The Company may, at initial recognition, irrevocably designate a financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an ��accounting mismatch��).

If a contract contains one or more embedded, the Company may designate the entire hybrid contract as at fair value through profit or loss unless:

(1) the embedded derivative(s) do(es) not significantly modify the cash flows that otherwise would be required by the contract; or

(2) it is clear with little or no analysis when a similar hybrid instrument is first considered that separation of the embedded derivative(s) is prohibited, such as a prepayment option embedded in a loan that permits the holder to prepay the loan for approximately its amortized cost.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned on the financial asset.

B. Classification and Subsequent Measurement of Financial Liabilities

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

At initial recognition, the Company shall measure a financial liability at its fair value and, in the case of a financial liability not at fair value through profit or loss, net of directly attributable transaction costs.

The subsequent measurement of financial liabilities depends on their classification as follows:

 Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is held for trading, including derivatives that are liabilities, or designated as at FVTPL.

A financial liability is classified as held for trading if:

- it has been acquired principally for the purpose of repurchasing it in the near term; or

- on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short�Cterm profit�Ctaking; or

- it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

A financial liability may be designated as at FVTPL upon initial recognition if:

- such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

- a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the entity��s key management personnel.

For financial liabilities designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognized in other comprehensive income, unless the recognition of the effects of changes in the liability��s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss.

 Other financial liabilities

Other financial liabilities are subsequently measured at amortized cost, using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process, except for:

- financial liabilities at FVTPL; or

- financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies; or

- financial guarantee contracts and commitments to provide a loan at a below-market interest rate.

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument. After initial recognition, an issuer of such a contract shall subsequently measure it at the higher of: (a) the amount of the loss allowance; and (b) the amount initially recognized less, when appropriate, the cumulative amount of income recognized.

C. Derecognition of Financial Instruments

 A financial asset is primarily derecognized (i.e., removed from the Company��s consolidated statement of financial position) when:

- the rights to receive cash flows from the asset have expired; or

- the Company has transferred the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

 The Company shall remove a financial liability (or a part of a financial liability) from its statement of financial position when, and only when, it is extinguished (i.e., when the obligation specified in the contract is discharged or cancelled or expires).

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid recognized in profit or loss.

If the Company repurchases a part of a financial liability, it shall allocate the previous carrying amount of the financial liability between the part that continues to be recognized and the part that is derecognized based on the relative fair values of those parts on the date of the repurchase. The difference between (a) the carrying amount allocated to the part derecognized; and (b) the consideration paid, including any non-cash assets transferred or liabilities assumed, for the part derecognized shall be recognized in profit or loss.

D. Transfer of Financial Assets

When the Company transfers a financial asset, it shall evaluate the extent to which it retains the risks and rewards of ownership of the financial asset. In this case:

 if the Company transfers substantially all the risks and rewards of ownership of the financial asset, it shall derecognize the financial asset and recognize separately as assets or liabilities any rights and obligations created or retained in the transfer;

 if the Company retains substantially all the risks and rewards of ownership of the financial asset, it shall continue to recognize the financial asset;

 if the Company neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, it shall determine whether it has retained control of the financial asset. In this case:

- if the Company has not retained control, it shall derecognize the financial asset and recognize separately as assets or liabilities any rights and obligations created or retained in the transfer;

- if the Company has retained control, it shall continue to recognize the financial asset to the extent of its continuing involvement in the financial asset. The extent of the entity��s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset.

On derecognition of a financial asset in its entirety, the difference between:

- the carrying amount (measured at the date of derecognition) and

- the consideration received (including any new asset obtained less any new liability assumed)

shall be recognized in profit or loss.

If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its entirety, the previous carrying amount of the larger financial asset shall be allocated between the part that continues to be recognized and the part that is derecognized, on the basis of the relative fair values of those parts on the date of the transfer. The difference between:

- the carrying amount (measured at the date of derecognition) allocated to the part derecognized and

- the consideration received for the part derecognized plus the corresponding cumulative gain or loss previously recognized in other comprehensive income (if the derecognized part is measured at fair value through other comprehensive income)

shall be recognized in profit or loss.

If a transfer does not result in derecognition, the Company shall continue to recognize the transferred asset in its entirety and shall recognize a financial liability for the consideration received.

E. Fair Value of Financial Instruments

If there is a quoted price in an active market for an asset or a liability, the Company shall use that price without adjustment when measuring fair value, except for an asset for which sale is legally or contractually restricted for a specific period. In that case, the fair value of the instrument shall be measured on the basis of the quoted price for an otherwise unrestricted instrument of the same issuer that trades in a public market, adjusted to reflect the effect of the restriction. Examples of markets in which inputs might be observable for financial instruments include exchange markets, dealer markets, brokered markets and principal-to-principal markets.

The fair value of a financial instrument at initial recognition is normally the transaction price.

The Company shall use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

F. Impairment of Financial Assets

The Company recognizes a loss allowance for expected credit losses (��ECL��) on financial assets which are subject to impairment under relevant standards (including financial assets measured at amortized cost or FVOCI, lease receivables, contract assets, entrusted loans, and financial guarantee contracts).

ECL is the weighted average of credit losses with the respective risks of a default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets).

For trade or bills receivables, contract assets, and lease receivables, the Company shall recognize a loss allowance based on lifetime ECL at each reporting date.

For purchased or originated credit-impaired financial assets, at the reporting date, the Company shall only recognize the cumulative changes in lifetime expected credit losses since initial recognition as a loss allowance. At each reporting date, the Company shall recognize in profit or loss the amount of the change in lifetime expected credit losses as an impairment gain or loss. The Company shall recognize favorable changes in lifetime expected credit losses as an impairment gain, even if the lifetime expected credit losses are less than the amount of expected credit losses that were included in the estimated cash flows on initial recognition.

For all other instruments, loss allowance is measured as either 12-month ECL or lifetime ECL depending on whether there has been a significant increase in credit risk since initial recognition.

 For financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (��Stage 1��), the Company measures the loss allowance equal to 12�Cmonth ECL;

 For instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (��Stage 2��), the Company recognizes lifetime ECL.

 For financial assets that have objective evidence of impairment at the reporting date (��Stage 3��), the Company recognizes lifetime ECL.

The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses that is required to adjust the loss allowance at the reporting date. When the Company recognizes a loss allowance for financial assets measured at fair value through other comprehensive income, the loss allowance shall be recognized in other comprehensive income and not reduce the carrying amount of the financial asset in the statement of financial position.

If the Company has measured a loss allowance for a financial instrument at an amount equal to lifetime ECL in previous reporting periods, and determines at the current reporting date that the credit risk on that financial instrument has increased significantly since initial recognition is no longer met, the Company shall measure the loss allowance at an amount equal to 12-month ECL at the current reporting date.

 Significant increase in credit risk

At each reporting date, the Company shall assess whether the credit risk on a financial instrument has increased significantly since initial recognition. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information. For financial guarantee contracts, the date that the Company becomes a party to the irrevocable commitment is considered to be the date of initial recognition for the purposes of assessing the financial instrument for impairment.

The following list of information may be relevant in assessing changes in credit risk:

- an actual or expected significant change in the operating results of the borrower;

- an actual or expected significant adverse change in the regulatory, economic, or technological environment of the borrower that results in a significant change in the borrower��s ability to meet its debt obligations;

- significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements, which are expected to reduce the borrower��s economic incentive to make scheduled contractual payments or to otherwise have an effect on the probability of a default occurring;

- significant changes in the expected performance and behavior of the borrower;

- changes in the Company��s credit management approach in relation to the financial instrument.

The Company may assume that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. The credit risk on a financial instrument is considered low if the financial instrument has a low risk of default, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.

 Credit-impaired financial asset

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired include observable data about the following events:

- significant financial difficulty of the issuer or the borrower;

- a breach of contract, such as a default or past due event;

- the lender(s) of the borrower, for economic or contractual reasons relating to the borrower��s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

- it is becoming probable that the borrower will enter bankruptcy or other financial reorganization;

- the disappearance of an active market for that financial asset because of financial difficulties; or

- the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.

It may not be possible to identify a single discrete event; instead, the combined effect of several events may have caused financial assets to become credit-impaired.

 Measurement and recognition of ECL

The Company uses both individual and collective assessment basis for the purpose of impairment assessment. This includes information about past events, current conditions and forecasts of future economic conditions.

Where ECL is measured on a collective basis, the Company may group financial instruments with similar credit risk characteristics, including nature of financial instruments, external credit ratings, past-due statues, terms to maturity, industries, etc.

(1) For financial assets, a credit loss is the present value of the difference between the contractual cash flows that are due to the Company under the contract and the cash flows that the Company expects to receive;

(2) For lease receivables, a credit loss is the present value of the difference between the contractual cash flows that are due to the Company under the contract and the cash flows that the Company expects to receive;

(3) For financial guarantee contracts that are not accounted for at fair value through profit or loss, a credit loss is the present value of the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Company expects to receive from the holder, the debtor or any other party;

(4) For a financial asset that is credit-impaired at the reporting date, but not purchased or originated credit-impaired, the Company measures the expected credit losses as the difference between the asset��s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset��s original effective interest rate.

The Company measures expected credit losses as an unbiased, probability-weighted amount, using reasonable and supportable information that is available without undue cost or effort at the reporting date, including information about past events, current conditions, and forecasts of future economic conditions.

The Company��s financial assets are assessed for ECL on the following basis:

a. Notes receivable

Portfolio: Bank acceptance bills

b. Accounts receivable

Portfolio 1: Hydropower receivables

Portfolio 2: Receivables of Peruvian Companies

Portfolio 3: Receivables of other businesses

c. Other receivables

Portfolio 1: Dividends receivable

Portfolio 2: Receivables of Peruvian Companies

Portfolio 3: Receivables of other businesses

The Company uses a provision matrix to calculate ECL for accounts and notes receivable. The provision matrix is initially based on the Company��s historical observed default rates. The Company would use its historical credit loss experience adjusted with forward-looking information and exposure risks to estimate lifetime expected credit losses.

The Company uses a provision matrix to calculate ECL for other receivables. The provision matrix is initially based on the Company��s historical observed default rates. The Company would use its historical credit loss experience adjusted with forward-looking information and exposure risks to estimate 12-month expected credit losses or lifetime expected credit losses.

The Company recognizes an allowance for expected credit losses through profit or loss. A loss allowance for debt instruments that are measured at fair value through other comprehensive income shall be shall be recognized in other comprehensive income.

 Write-off policy

The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery. A write-off constitutes a derecognition event.

G. Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when:

- there is a legally enforceable right to offset the recognized amounts; and

- there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

11. Inventory

A. Classification

Inventories are assets that are held for sale in the ordinary course of business; in the process of production for such sale; or in the form of materials or supplies to be consumed in the production process or in the rendering of services; for example, raw materials, packaging, work in progress, finished goods, etc.

B. Measurement

Inventories shall be recognized at cost upon acquisition. The cost of inventories comprises costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Costs of inventories may be calculated using the weighted average method.

C. Net Realizable Value and Write-down of Inventory

Inventories shall be stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Inventories are usually written down to net realizable value item by item. In some circumstances, however, it may be appropriate to group similar or related items. This may be the case with items of inventory relating to the same product line that have similar purposes or end uses, are produced, and marketed in the same geographical area, and cannot be practicably evaluated separately from other items in that product line.

New assessment shall be made of net realizable value in each subsequent period. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed.

D. Inventory System

The Company adopts perpetual inventory system.

E. Low-value Consumables and Packaging

Low-value consumables and packaging materials are amortized in full upon consumption.

12. Contract Assets

A contract asset is recognized when the Company��s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. The Company shall present any unconditional rights to consideration separately as a receivable.

Refer to Note III (10) to the consolidated financial statements for recognition of expected credit loss for contract assets.

13. Non-current Assets Held for Sale

A. Classification of non-current assets as held for sale

Non-current assets and disposal groups are classified as held for sale when:

- the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group);

- its sale is highly probable; management must be committed to a plan to sell the asset (or disposal group), and the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification.

A firm purchase commitment refers to an agreement with an unrelated party, binding on both parties and usually legally enforceable, that (a) specifies all significant terms, including the price and timing of the transactions, and (b) includes a disincentive for non-performance that is sufficiently large to make performance highly probable.

B. Measurement of non-current assets classified as held for sale

The Company shall not depreciate (or amortize) a non-current asset while it is classified as held to sale or while it is part of a disposal group classified as held for sale. The Company shall recognize an impairment loss for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell.

The Company shall measure a non-current asset (or disposal group) classified as held for sale on initial recognition at the lower of its carrying amount had it not been so classified and fair value less costs to sell.

The measurement provisions do not apply to the following assets, either as individual assets or as part of a disposal group: investment properties that are accounted for in accordance with the fair value model; agriculture assets that are measured at fair value less costs to sell; assets arising from employee benefits; deferred tax assets; financial assets within the scope of ��ASBE22 �C Financial Instruments��; and groups of contracts within the scope of ��ASBE25 �C Insurance Contracts��.

14. Debt Investments

Refer to Note III(10) to the consolidated financial statements.

15. Long Term Equity Investments

A. Initial Cost

 Refer to Note III (5) for equity investments acquired through business combinations.

 Equity investment acquired through other forms

The initial cost of equity investment acquired through cash payment shall be measured at the purchase price and other directly attributable expenditures.

The initial cost of equity investment acquired through issuing equity securities shall be measured at fair value. Expenditures directly attributable to the transaction may be deducted from equity.

In a non-monetary assets exchange that has commercial substance and in which fair value of the transferred assets could be measured reliably, the fair value of the assets given up is used to measure the initial cost, unless the fair value of the asset received is more evident. Otherwise, the initial cost is measured at carrying value of the assets given up in the transaction.

The initial cost of equity investment acquired through a debt restructuring shall be measured on a fair value basis.

B. Subsequent Measurement and Recognition

 Cost Method

Investments in subsidiaries are accounted for using the cost method whereby the investment is recognized at its historical cost and adjusted thereafter for the post-acquisition deposits and withdrawals.

Declared dividends is recognized in profit or loss, except for the declared but undistributed dividends in the consideration.

 Equity Method

Investments in associates and joint ventures are accounted for using the equity method. When an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and similar entities including investment-linked insurance funds, the Company may elect to measure that investment at fair value through profit or loss.

On acquisition of the investment, any excess of the cost of acquisition over the Company��s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Company��s share of the net fair value of the investee��s identifiable assets and liabilities over the cost of investment is recognized immediately in profit or loss in the period in which the investment is acquired.

The Company��s share of the post-acquisition profits or losses of the investee is recognized in the consolidated statement of profit or loss. The Company��s share of movements in other comprehensive income of the investee is recognized in the consolidated other comprehensive income. Distributions received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.

Unrealized gains and losses resulting from transactions between the Company and its associates and joint venture are eliminated to the extent of the Company��s interest in these entities.

When the Company��s share of losses in a joint venture or associate equals or exceeds its interest in the joint venture or associate, the cumulative losses are attributed to other components of the Company��s interest in the reverse order of their seniority. After the Company��s interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate.

If the joint venture or associate subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

 Accounting Treatment for Changes in Interests or Influences

(1) Previously applied fair value method and will now apply equity method

The Company holding an investment that is accounted for in accordance with ��ASBE22 �C Financial Instruments�� will be required to apply equity method accounting to that investment if it gains significant influence. The Company should add the cost of acquiring the additional interest in the investee to the fair value of its previously held interest; and adopt the equity method of accounting from the date significant influence is obtained.

Any excess of the Company��s share of the net fair value of the investee��s identifiable assets and liabilities over the cost of investment would be recorded by the Company as a reduction of its share in the investee��s earnings and would reduce the Company��s equity method investment balance.

(2) Previously applied fair value method or equity method and will now consolidate

The purchase of additional interests through which the Company obtains control shall be accounted for as a business combination if it meets the requisite criteria. The Company shall add the cost of acquiring the additional interest in the investee (if any) to the current basis of its previously held interest.

Any gains or losses associated with the previously held equity interest the Company had recognized in other comprehensive income in prior reporting periods shall be reclassified to profit or loss.

(3) Previously applied equity method and will now apply fair value method

If the Company loses significant influence over an investee, the equity method of accounting should be discontinued. The difference between the Company��s share of the net assets measured at fair value and its share of the investee��s carrying value shall be accounted for as gains or losses at the date significant influence is lost.

Any gains or losses associated with the previously held equity interest the Company had recognized in other comprehensive income in prior reporting periods shall be reclassified to profit or loss.

(4) Previously consolidated and will now apply equity method

The Company may lose a controlling financial interest over the investee but retain a noncontrolling investment in common stock or in-substance common stock that gives it significant influence over that investee entity. In such case, the Company should apply the equity method of accounting to its retained interest. The fair value of the retained interest forms the basis for the initial measurement.

(5) Previously consolidated and will now apply fair value method

If the Company loses a controlling financial interest and significant influence over the investee, the difference between the Company��s share of the net assets measured at fair value and its share of the investee��s carrying value shall be accounted for as gains or losses at the date control is lost.

 Derecognition

Upon disposal, the difference between the carrying value of the long-term equity investment and consideration received shall be recognized in profit or loss in the current period. For long-term equity investment under equity method, the Company reclassifies to profit or loss the proportion of the gain or loss that had previously been recognized in other comprehensive income if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

If terms, conditions and economic impact of each disposal transaction meet one or more of the following criteria, multiple transactions could be treated as one package deal for accounting:

(1) These transactions are made at the same time or with consideration for each other's influence;

(2) These transactions can achieve a complete business result only as a whole;

(3) The occurrence of one transaction depends on the occurrence of at least one another transaction;

(4) A transaction is uneconomic when being viewed in isolation, while economic when considered with other transactions.

When the Company disposes part of its equity investment that result in loss of control, and the transactions could not be treated as one package deal:

(1) In separate financial statements, the difference between the carrying value of the investment and consideration received shall be recognized in profit or loss in the current period. If joint control or significant influence is retained, the retained interest shall be accounted for under the equity method; otherwise, the difference between the Company��s share of the net assets measured at fair value and its share of the investee��s carrying value shall be accounted for as gains or losses at the date control is lost.

(2) In consolidated financial statements, before the date control is lost, the difference between consideration received and the Company��s share of the net assets from the purchase date (or combination date) shall be adjusted in Additional Paid-in Capital in equity. If the capital reserve is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings. The retained interest in the investee shall be remeasured at fair value on the date control is lost. The difference between consideration received and the fair value of the retained interest minus the Company��s pre-shareholding of the net assets from the purchase date shall be recognized in profit or loss in the current period. Any accumulated other comprehensive income shall be recognized in profit or loss in the current period.

When the Company disposes part of its equity investment that result in loss of control, and the transaction could be treated as one package deal:

(1) In separate financial statements, before the date control is lost, changes in ownership should be accounted in other comprehensive income for the difference between the disposal price and the carrying amount of the equity investment corresponding to the disposal. The amounts recognized in other comprehensive income in relation to that subsidiary shall be reclassified to profit or loss at the date control is lost.

(2) In consolidated financial statements, before the date control is lost, changes in ownership should be accounted in other comprehensive income for the difference between the disposal price and the carrying amount of the Company��s share of the net assets corresponding to the disposal. The amounts recognized in other comprehensive income in relation to that subsidiary shall be reclassified to profit or loss at the date control is lost.

 Joint Control and Significant Influence

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

Significant influence is the right to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. The existence of significant influence by the Company is usually evidenced in one or more of the following ways: (a) representation on the board of directors or equivalent governing body of the investee; (b) participation in policy-making processes, including participation in decisions about dividends or other distributions; (c) material transactions between the entity and its investee; (d) interchange of managerial personnel; or (e) provision of essential technical information

16. Investment Properties

Investment property is property (land or a building - or part of a building - or both) held to earn rentals or for capital appreciation or both.

An owned investment property shall be measured initially at its cost. Transaction costs shall be included in the initial measurement. The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure. Directly attributable expenditure includes, for example, professional fees for legal services, property transfer taxes and other transaction costs.

After initial recognition, the Company chooses the cost model to measure all its investment properties. Depreciation is calculated on the straight-line basis to write off the cost to the residual value over the estimated useful life of an investment property.

A. CYPC

Categories

Estimated Useful Life (YRS)

Estimated Residual Rate (%)

Annual Depreciation (Amortization) Rate (%)

Buildings

8-50

0-3

1.94-12.50

B. Peru Companies

Categories

Estimated Useful Life (YRS)

Estimated Residual Rate (%)

Annual Depreciation (Amortization) Rate (%)

Building

80

��

1.25

Land

Perpetual

��

��

The Company shall transfer an asset to, or from, investment property when, and only when, there is a change in use. When the Company uses the cost model, transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes.

An investment property shall be derecognized (eliminated from the statement of financial position) on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal.

17. Property, Plant and Equipment

A. Recognition

Property, plant and equipment are tangible items that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and are expected to be used during more than one period. The cost of an item of property, plant and equipment shall be recognized as an asset if, and only if:

- it is probable that future economic benefits associated with the item will flow to the entity; and

- the cost of the item can be measured reliably.

B. Measurement at Recognition

An item of property, plant and equipment that qualifies for recognition as an asset shall be measured at its cost.

 The cost of an acquired item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes; and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 The cost of a self-constructed item of property, plant and equipment comprises any directly attributable expenditures of bringing it to its location and working condition for its intended use.

 The cost of an item of property, plant and equipment acquired from the Company��s owners is measured at the transaction price promised in a contract or an agreement; or fair value if the price is biased.

 If payment of an item of property, plant and equipment is deferred beyond normal credit terms, the difference between the cash price equivalent and the total payment is recognized as interest over the period of credit unless such interest is capitalized.

C. Measurement after Recognition

 Deprecation

After recognition as an asset, an item of property, plant and equipment shall be carried at its cost less any accumulated depreciation and any accumulated impairment losses. Depreciation is recognized so as to write�Coff the cost of items of property, plant and equipment less their residual values over their estimated useful lives. Depreciation does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated.

The management determines the estimated useful lives of the assets based on the Company��s historical experience with similar assets and considering anticipated technological changes. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Property, plant, and equipment, except for Peru Companies��, are depreciated on a straight�Cline basis at the following rates per annum:

Categories

Depreciation Method

Term for Deprecation (year)

Estimated Residual Rate (%)

Annual Depreciation Rate (%)

Dam Related Buildings

Straight-line

40-60

��

1.67-2.50

Buildings and Plant

Straight-line

8-50

0-3

1.94-12.50

Machinery and Equipment

Straight-line

5-32

0-3

3.03-20.00

Transportation Facilities

Straight-line

3-10

0-3

9.70-33.33

Office Equipment and Others

Straight-line

3-12

0-3

8.08-33.33

Property, plant, and equipment in Peruvian Companies are depreciated on a straight�Cline basis at the following rates per annum:

Categories

Depreciation Method

Term for Deprecation (year)

Estimated Residual Rate (%)

Annual Depreciation Rate (%)

Buildings and Plant

Straight-line

20-100

��

1.00-5.00

Machinery and Equipment

Straight-line

5-60

��

1.67-20.00

Transportation Facilities

Straight-line

5-8

��

12.50-20.00

Others

Straight-line

2-20

��

5.00-50.00

 Subsequent Cost

The Company shall recognize in the carrying amount of an item of property, plant, and equipment the cost of replacing part of such an item when that cost is incurred if the recognition criteria are met. The Company does not recognize in the carrying amount of an item of property, plant and equipment the costs of the day-to-day servicing of the item. Rather, these costs are recognized in profit or loss as incurred.

 Derecognition

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the net sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

18. Construction in Progress

A. Recognition

Construction in progress (��CIP��) represents buildings under construction, and plant and equipment pending for installation, and is stated at cost less any impairment losses. Cost comprises construction expenditures, other expenditures necessary for the purpose of preparing the CIP for its intended use and those borrowing costs incurred before the assets are ready for their intended use that are eligible for capitalization.

B. Timing of Reclassification

CIP shall be transferred to the appropriate category of property, plant and equipment when the CIP is completed and ready for its intended use.

19. Borrowing Cost

A. Borrowing Costs Eligible for Capitalization

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.

A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale.

The Company shall begin capitalizing borrowing costs as part of the cost of a qualifying asset when the Company first meets all of the following conditions:

- it incurs expenditures for the asset;

- it incurs borrowing costs; and

- it undertakes activities that are necessary to prepare the asset for its intended use or sale.

B. Commencement and Cessation of Capitalization

The commencement date for capitalization is the date when the Company incurs expenditures and borrowing costs for the asset, and undertakes activities that are necessary to prepare the asset for its intended use or sale.

The Company shall cease capitalizing borrowing costs when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.

When the Company completes the construction of a qualifying asset in parts and each part is capable of being used while construction continues on other parts, the Company shall cease capitalizing borrowing costs when it completes substantially all the activities necessary to prepare that part for its intended use or sale.

C. Suspension of Capitalization

The Company shall suspend capitalization of borrowing costs during extended periods in which it suspends active development of a qualifying asset, unless when a temporary delay is a necessary part of the process of getting an asset ready for its intended use or sale.

D. Calculate the Costs to be Capitalized

To the extent that the Company borrows funds specifically for the purpose of obtaining a qualifying asset, it shall determine the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.

The Company shall determine the amount of borrowing costs eligible for capitalization by applying a capitalization rate to the expenditures on that asset. The capitalization rate shall be the weighted average of the borrowing costs applicable to all borrowings of the Company that are outstanding during the period. Borrowing costs applicable to borrowings made specially for the purpose of obtaining a qualifying asset shall be excluded from the calculation.

Effective interest method shall be used in the allocation and recognition of the interest expenses in profit or loss over the relevant period.

20. Right-of-use Assets

The right-of-use asset is measured at cost at the commencement date. The cost of ROU comprises:

- the amount equal to the lease liability at its initial recognition;

- lease payments made at or before the commencement of the lease (less any lease incentives received);

- any initial direct costs incurred by the lessee; and

- an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.

After the commencement date, the Company shall measure the right-of-use asset applying a cost model.

If the lease transfers ownership of the underlying asset to the Company by the end of the lease term, the Company shall depreciate the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company shall depreciate the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

21. Intangible Assets and Research and Development Expenditure

Intangible assets are identifiable non-monetary assets without physical substance, including land use rights, computer software, patents, and franchises.

A. Measurement at Recognition

The cost of a separately acquired intangible asset comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable cost of preparing the asset for its intended use.

The cost of an intangible asset acquired in a troubled debt restructuring as a partial settlement of the debt is measured on a fair value basis. The difference between the debt��s carrying value and the fair value of the asset shall be recognized in profit or loss.

The cost of an intangible asset acquired in exchange for a non-monetary asset or assets is measured at fair value unless the exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is reliably measurable. If the acquired asset is not measured at fair value, its cost is measured at the carrying amount of the asset given up.

Intangible assets acquired in a business combination under common control are measured at the transferred company��s book values; and intangible assets acquired in a business combination not under common control are measured at their fair value at the acquisition date.

The cost of an internally generated intangible asset comprises costs of materials and services used or consumed in generating the intangible asset; costs of employee benefits arising from the generation of the intangible asset; fees to register a legal right; amortization of patents and licenses that are used to generate the intangible asset, and other directly attributable costs necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management.

B. Measurement after Recognition

The Company shall assess whether the useful life of an intangible asset is finite or indefinite at the acquisition date.

 Intangible assets with finite useful lives

An intangible asset with a finite useful life is amortized on a straight�Cline basis over its useful life. For greater certainty, the useful life of the Company��s land use right shall be its legal duration on certificate; the useful life of a computer software, patent, franchise, or other intangible asset of the Company shall be depending on the period over which the Company expects to use the asset, over which future economic benefits will be received by the Company, and over which the Company controls access to these benefits. The amortization charge for each period shall be recognized in profit or loss. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the financial year end.

The following table presents estimated useful lives for the Company��s intangible assets:

Categories

Estimated Useful Life (year)

Software

3-4

Ownership Right in Parking Lot

40-50

Ownership Right in Land

30-40

The useful life of software and other intangible assets in Peruvian Companies is estimated to be five years.

 Intangible assets with indefinite useful lives

An intangible asset shall be regarded by the Company as having an indefinite useful life when, based on an analysis of all the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Company. An intangible asset with an indefinite useful life shall not be amortized. The Company shall review the useful life of an intangible asset that is not being amortized each period to determine whether events and circumstances continue to support an indefinite useful life assessment for that.

C. Internally Generated Intangible Assets

Research phase: Research is an original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding.

Development phase: Development is the application of research findings or other knowledge to a plan or design to produce new or substantially improved materials, devices, products, processes, systems or services before the start of commercial production or use.

Expenditure on research (or on the research phase of an internal project) shall be recognized as an expense when it is incurred.

D. Internally Generated Intangible Assets arising from the Development Phase

An internally generated intangible asset arising from development activities (or from the development phase of an internal project) is recognized if, and only if, all the following have been demonstrated:

 the technical feasibility of completing the intangible asset so that it will be available for use or sale;

 the intention to complete the intangible asset and use or sell it;

 how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;

 the availability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset;

 its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Expenditure on an intangible item that was initially recognized as an expense shall not be recognized as part of the cost of an intangible asset at a later date.

22. Impairment of Non-current Assets

The Company shall assess at the end of each reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the Company shall estimate the recoverable amount of the asset. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use. Value in use is the present value of the future cash flows expected to be derived from an asset.

If, and only if, the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss shall be recognized in profit or loss. An impairment loss recognized in prior periods for an asset shall not be reversed in a subsequent period.

After the recognition of an impairment loss, the depreciation (amortization) charge for the asset shall be adjusted in future periods to allocate the asset��s revised carrying amount, less its residual value (if any), on a systematic basis over its remaining useful life.

Irrespective of whether there is any indication of impairment, the Company shall test an intangible asset with an indefinite useful life and goodwill acquired in a business combination for impairment annually.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company��s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Company are assigned to those units or groups of units. Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognized.

23. Long-term Deferred Expenses

When the Company pays out cash for a payment in which consumption does not immediately take place or is not planned within the next twelve months, a deferred expense is recognized to be held as a noncurrent asset on the balance sheet. Long-term deferred expenses shall be amortized over its beneficial period.

24. Contract Liability

Contract liability is the Company��s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer.

25. Employee Benefits

Employee benefits are all forms of consideration given by the Company in exchange for service rendered by employees or for the termination of employment. Employee benefits include short-term employee benefits, post-employment benefits, termination benefits, and other long-term employee benefits.

A. Short-Term Employee Benefits

Short-term employee benefits are employee benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service. When an employee has rendered service to an entity during an accounting period, the Company shall recognize the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service as a liability and an expense.

B. Post-Employment Benefits

Post-employment benefits are employee benefits (other than termination benefits and short-term employee benefits) that are payable after the completion of employment.

The Company��s post-employment benefit plans are classified as either defined contribution plans or defined benefit plans.

The Company participates in various defined contribution retirement plans organized by applicable local municipal and provincial governments, including housing funds, pension, maternity, medical, work-related injury, and unemployment benefit plans, under which the Company makes contributions at specified percentages of the salaries of its employees. When an employee has rendered service to the Company during a period, the Company shall recognize the contribution payable to a defined contribution plan in exchange for that service as a liability (accrued expense) and an expense.

C. Termination Benefits

Termination benefits are employee benefits provided in exchange for the termination of an employee��s employment as a result of either the Company��s decision to terminate an employee��s employment before their normal retirement date or an employee��s decision to accept an offer of benefits in exchange for the termination of employment. The Company shall recognize a liability and an expense for termination benefits at the earlier of the following dates: (a) when the Company can no longer withdraw the offer of those benefits; and (b) when the Company recognizes costs for a restructuring and involves the payment of termination benefits.

The Company also provides retirement benefits to employees who accept internal retirement arrangement. Internal retirement benefits include wages, salaries and social security contributions provided to employees who accept an arrangement to leave their work position before the mandatory retirement date. The Company shall recognize a liability and an expense at a lump sum amount of wages, salaries and social security contributions that would be provided to an employee for the period from the date of termination to the employee��s mandatory retirement date.

D. Other Long-Term Employee Benefits

Other long-term employee benefits are all employee benefits except for short-term employee benefits, post-employment benefits and termination benefits.

26. Provisions

A. Recognition

A provision shall be recognized when:

- an entity has a present obligation (legal or constructive) as a result of a past event;

- it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

- a reliable estimate can be made of the amount of the obligation.

B. Measurement

The amount recognized as a provision shall be the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

The risks and uncertainties that inevitably surround many events and circumstances shall be taken into account in reaching the best estimate of a provision. The risks and uncertainties that inevitably surround many events and circumstances shall be taken into account in reaching the best estimate of a provision.

Where there is a continuous range of possible outcomes, and each point in that range is as likely as any other, the mid-point of the range is used.

Where a single obligation is being measured, the individual most likely outcome may be the best estimate of the liability. Where the provision being measured involves a large population of items, the obligation is estimated by weighting all possible outcomes by their associated probabilities.

Where some or all the expenditure required to settle a provision is expected to be reimbursed by a third party, the reimbursement shall be recognized when, and only when, it is virtually certain that reimbursement will be received if the Company settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognized for the reimbursement shall not exceed the amount of the provision.

27. Lease Liabilities

At the commencement date, the Company shall measure the lease liability at the present value of the lease payments that are not paid at that date. The lease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company shall use the lessee��s incremental borrowing rate. At the commencement date, the lease payments comprise the following payments:

- fixed payments (including in-substance fixed payments), less any lease incentives receivable;

- variable lease payments that depend on an index or a rate;

- the exercise price of a purchase option if the Company is reasonably certain to exercise that option;

- payments of penalties for terminating the lease, if the lease term reflects the Company exercising an option to terminate the lease; and

- amounts expected to be payable by the Company under residual value guarantees.

Interest on the lease liability in each period during the lease term shall be the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Both interest and variable lease payments not included in the measurement of the lease liability in the period shall be recognized in profit or loss.

Variable lease payments are directly recognized in profit or loss when the variability occurs.

28. Revenue from Contracts with Customers

Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

A performance obligation is a promise in a contract with a customer to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.

Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

At contract inception, the Company shall identify performance obligations and determine whether it satisfies the performance obligation over time or at a point in time. The Company satisfies a performance obligation and recognizes revenue over time, if one of the following criteria is met: (1) the customer simultaneously receives and consumes the benefits provided by the Company��s performance as the Company performs; (2) the Company��s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (3) the Company��s performance does not create an asset with an alternative use to the entity and the Company has an enforceable right to payment for performance completed to date. Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct good or service.

For each performance obligation satisfied over time, the Company shall recognize revenue over time by measuring the progress towards complete satisfaction of that performance obligation. Appropriate methods of measuring progress include output methods and input methods. Output methods recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. Input methods recognize revenue on the basis of the entity��s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. When the Company may not be able to reasonably measure the outcome of a performance obligation, it shall recognize revenue only to the extent of the costs incurred until such time that it can reasonably measure the outcome of the performance obligation.

29. Contract Costs

A. Costs to Fulfil a Contract

If the costs incurred in fulfilling a contract with a customer are not within the scope of other Standards, the Company shall recognize an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:

 the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;

 the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and

 the costs are expected to be recovered.

The Company shall present contract costs in the statement of financial position under ��Inventory�� or ��Other Noncurrent Assets��, depending on whether their amortization period are longer than twelve months.

B. Incremental Costs of Obtaining a Contract

The Company shall recognize as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, a sales commission).

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.

C. Amortization

An asset recognized in accordance with Note III (29) shall be amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.

D. Impairment

The Company shall recognize an impairment loss in profit or loss to the extent that the carrying amount of an asset recognized in accordance with Note III (29) exceeds the remaining amount of consideration that the Company expects to receive in exchange for the goods or services to which the asset relates; less the costs that relate directly to providing those goods or services and that have not been recognized as expenses.

The Company shall recognize in profit or loss a reversal of some or all of an impairment loss previously recognized when the impairment conditions no longer exist or have improved. The increased carrying amount of the asset shall not exceed the amount that would have been determined (net of amortization) if no impairment loss had been recognized previously.

30. Government Grants

A. Types of Government Grants

Government grants are assistance by government in the form of transfers of monetary and non-monetary resources to the Company in return for past or future compliance with certain conditions relating to the operating activities of the Company.

Grants related to assets are government grants whose primary condition is that the Company qualifying for them should purchase, construct, or otherwise acquire long-term assets. Grants related to income are government grants other than those related to assets.

B. Recognition

A government grant is not recognized until there is reasonable assurance that the Company will comply with the conditions attaching to it, and that the grant will be received; otherwise, a government grant is recognized after receipt.

A monetary government grant is recognized at amount received or receivable; while a non-monetary government grant is recognized at fair value of the assets. The Company shall record both asset and grant at a nominal amount, for example, one Chinese Yuan, if fair value is biased.

C. Accounting Treatment

The Company may elect either gross or net presentation based on the grant��s economic substance.

Government grants related to assets, including non-monetary grants at fair value, shall be presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. If the Company recognizes the grant as deferred income, the income shall be recognized in profit or loss on a systematic basis over the useful life of the asset.

Grants related to income are presented as part of profit or loss, either separately or under a general heading such as ��Other income��; alternatively, they are deducted in reporting the related expense. A government grant that becomes receivable as compensation for expenses or losses already incurred shall be recognized in profit or loss of the period in which it becomes receivable.

The benefit of a government loan at a below-market rate of interest is also treated as a government grant. The benefit of the below-market rate of interest shall be measured as the difference between the initial carrying value of the loan and the proceeds received.

Repayment of a grant related to income shall be applied first against any unamortized deferred credit recognized in respect of the grant. To the extent that the repayment exceeds any such deferred credit, or when no deferred credit exists, the repayment shall be recognized immediately in profit or loss. Repayment of a grant related to an asset shall be recognized by increasing the carrying amount of the asset or reducing the deferred income balance by the amount repayable. The cumulative additional depreciation that would have been recognized in profit or loss to date in the absence of the grant shall be recognized immediately in profit or loss.

31. Deferred Income Tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.

A. Recognition of Deferred Tax Assets

Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred income tax assets are recognized on deductible temporary differences arising from investments in subsidiaries, associates, and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.

B. Recognition of Deferred Tax Liabilities

A deferred tax liability shall be recognized for all taxable temporary differences, except to the extent that the deferred tax liability arises from:

- the initial recognition of goodwill;

- the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss);

- investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

C. Offsetting

Deferred income tax assets and liabilities are offset if and only if:

- the Company has a legally enforceable right to set off current tax assets and current tax liabilities; and

- the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity and the same taxation authority, or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

32. Leases

At inception of a contract, the Company shall determine whether the contract is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period in exchange for consideration.

A. Separating Lease Components

The Company shall assess whether the contract contains multiple lease components and account for the right of use as a separate lease component in accordance with the lessee and lessor accounting models respectively.

B. Contract Combinations

The Company shall combine two or more contracts, at least one of which is or contains a lease, entered in to at or near the same time with the same counterparty (or related parties) and consider the contracts as a single transaction if any of the following criteria are met:

- The contracts are negotiated as a package with the same commercial objective(s);

- The amount of consideration to be paid in one contract depends on the price or performance of the other contract; or

- The rights to use underlying assets conveyed in the contracts (or some of the rights of use conveyed in the contracts) are a single lease component.

C. Lessee Accounting

At the commencement date, the Company shall recognize a right-of-use asset and a lease liability for all leases other than those that that qualify for (and for which the Company elected to apply) the short -term lease recognition exemption and the low-value assets exemption.

 Short-Term Lease Recognition Exemption and Low-Value Assets Exemption

Short-term lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Low-value asset is an asset whose full amount of the acquisition cost fall within defined limits.

The Company do not recognize assets and liabilities related to short-term leases and low-value assets. Instead, the Company recognize the lease payments in profit or loss on a straight-line basis over the lease term.

 Refer to Note III (20) Right-of-Use Asset and Note III (27) Lease Liabilities.

D. Lessor Accounting

 Lease Classification

The Company classifies the lease at the commencement date as either a finance lease or an operating lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards related to ownership; otherwise, it is classified as an operating lease. The examples of situations that individually or in combination would indicate a finance lease include:

(1) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

(2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise;

(3) the lease term is for the major part of the remaining economic life of the underlying asset;

(4) the present value of the sum of the lease payments equals or exceeds substantially all the fair value of the underlying asset;

(5) the underlying asset is of a specialized nature that it is expected to have no alternative use to the lessor.

Other situations in which a lease could be a finance lease include:

(1) the lessee bears the lessor��s losses for early cancellation;

(2) gains or losses related to the asset at the end of the lease accrue to the lessee;

(3) the lessee can renew the lease for rent that is substantially lower than the market rate.

 Recognition and Measurement

At commencement, the Company derecognizes the underlying asset and recognizes a finance lease receivable at an amount equal to its net investment in the lease.

The present value is calculated by discounting the lease payments and any unguaranteed residual value, at the interest rate implicit in the lease. The lease payments comprise:

- fixed payments (including in-substance fixed payments), less any lease incentives receivable;

- variable lease payments that depend on an index or a rate;

- the exercise price of a purchase option if the lessee is reasonably certain to exercise that option;

- payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease;

- amounts expected to be payable by the lessee under residual value guarantees.

The Company recognizes interest income based on the net investment in the lease at the implicit rate. Variable lease payments that are not included in the measurement of the net investment in the lease are recognized in profit or loss as they are earned.

 Operating Lease

The Company recognizes lease income on a straight-line basis from the commencement date over the lease term unless another systematic and rational basis is more appropriate. Any initial direct costs are deferred and expensed over the lease term in a manner consistent with the way lease income is recognized. Variable lease payments that are not included in the measurement of the net investment in the lease are recognized in profit or loss as they are earned.

E. Sale-and-Leaseback Transaction

If the Company, the seller-lessee, transfers an asset to another entity and leases that asset back,

and if the transfer of an asset by the Company satisfies the requirements to be accounted for as a sale of the asset, the Company shall measure the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained. Accordingly, the Company shall recognize only the amount of any gain or loss that relates to the rights transferred to the lessor. If the fair value of the consideration for the sale of an asset does not equal the fair value of the asset, or if the payments for the lease are not at market rates, the Company shall make the following adjustments to measure the sale proceeds at fair value:

- any below-market terms shall be accounted for as a prepayment of lease payments; and

- any above-market terms shall be accounted for as additional financing provided by the lessor to the lessee.

If the transfer of an asset by the Company does not satisfy the requirements to be accounted for as a sale of the asset, the Company shall continue to recognize the transferred asset and shall recognize a financial liability equal to the transfer proceeds.

If an entity transfers an asset to the Company, the buyer-lessor, and leases that asset back,

and if the transfer of an asset by the lessee satisfies the requirements of to be accounted for as a sale of the asset, the Company shall account for the purchase of the asset applying applicable Standards, and for the lease applying the lessor accounting requirements in ��ASBE21 �C Leases��. If the fair value of the consideration for the sale of an asset does not equal the fair value of the asset, or if the payments for the lease are not at market rates, the Company shall make the following adjustments to measure the sale proceeds at fair value:

- any below-market terms shall be accounted for as a prepayment of lease payments; and

- any above-market terms shall be accounted for as additional financing provided by the lessor to the lessee.

If the transfer of an asset by the Company does not satisfy the requirements to be accounted for as a sale of the asset, the Company shall not recognize the transferred asset and shall recognize a financial asset equal to the transfer proceeds.

33. Safety Production Expenses

According to the relevant PRC regulations, the Company is required to accrue safety production fund at a certain percentage to specific reserve. When the fund is used, the expenditure is recognized in profit or loss and offset against the specific reserve; when the expenditure incurred relates to an item of property, plant and equipment, it shall be included in the cost of the asset when the asset is ready for its intended use. The depreciation shall be recognized in same amount in the current period, and will not be recognized in future periods.

34. Changes in Significant Accounting Policies and Accounting Estimates

A. Changes in Significant Accounting Policies

 Application of ��Accounting Standards for Business Enterprises Interpretation 15��

Pursuant to the relevant provisions of ��Accounting Standards for Business Enterprises Interpretation 15�� (Caikuai [2021] No.35) issued by the Ministry of Finance, from January 1st, 2022, the Company has included the external sales of products or by-products emerging before the fix assets become ready for their intended uses or during the research and development processs in profit or loss; and for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts.

 Application of ��Accounting Standards for Business Enterprises Interpretation 16��

The Ministry of Finance has issued ��Accounting Standards for Business Enterprises Interpretation 16�� on December 13th, 2022, to require companies to recognize deferred tax on particular transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences for annual periods beginning on January 1st, 2023; and accounting treatments for ��income tax implications of dividends related to financial instruments classified by the issuer as equity instruments��, and for ��reclassification from cash-settled share-based payments to equity-settled share-based payments�� are effective on the date of issuance.

Application of Interpretations above has no material impact on the financial statements of the Company.

B. Changes in Accounting Estimates

There have been no significant changes in accounting estimates during the reporting period.

IV. TAXES

The applicable tax rates of the Company are as follows:

Tax Type

Tax Base

Tax Rate

Note

Value-Added Tax

Sales revenue of electricity, products, and non-real property leasing services

13%, 3%

 

Sales revenue of real property leasing services

9%

 

Sales revenue of qualified services

3%, 6%, 9%

 

Sales revenue of financial products

6%

 

City Construction Tax

Total payment of value-added tax

7%, 5%

 

Education Surcharge

Total payment of value-added tax

3%

Local Education Surcharge

Total payment of value-added tax

2%

Corporate Income Tax

Taxable profits

15%, 16.5%, 25%, 29.5%

Refer to applicable rates for different entities below

Real Property Tax

Original value of properties and rental income

1.2%, 12%

 

Water Resources Tax

Actual generation capacity and water consumption

0.008 Yuan/kWh, 0.09 Yuan/cubic meter, 0.1 Yuan/cubic meter

Note*

Peru IGV Tax

Sales revenue of electricity and merchandise

18%

 

Note*: Pursuant to (Caishui [2017] No.80), a Notice on Expanding the Pilot Project of Water Resources Tax Reform, issued by the Ministry of Finance, the State Administration of Taxation and the Ministry of Water Resources, Sichuan Province became one of the second batch of water resources tax reform pilot provinces in China. Applicable tax rates as below are effective as of December 1st, 2017.

Tax Type

Category

Tax Base

Note

Water Resources Tax

For hydropower

Net generation of electricity

0.008 Yuan/kWh

For production

Actual water consumption

Xiluodu Station

0.09 Yuan/cubic meter

Xiangjiaba Station

0.1 Yuan/cubic meter

Applicable corporate income tax rate for the Company and its subsidiaries are shown below.

Entity Name

Corporate Income Tax Rate

Notes

The Company and all subsidiaries except for:

25%

 

Three Gorges Chuanyun Company

15%

Note**

CYPC International

16.5%

Refer to local tax policies

Three Gorges Power

16.5%

Yangtze Andes Holding

16.5%

Peruvian Companies

29.5%

Refer to local tax policies

Note**: Pursuant to (CaiShui [2020] No. 23) issued by the Ministry of Finance, the State Administration of Taxation and the National Development and Reform Commission, the future periods of application of the preferential tax rate of 15% will be extended for another 10 years from 2021 to 2030.

V. Notes to the key items in the Consolidated Financial Statements

(The following amounts are in RMB if not otherwise stated)

Note 1�� Monetary funds

Items

Closing balance

Opening balance

Cash on hand

4,135,792.89

7,869,287.15

Bank deposits

9,293,335,518.10

9,893,319,687.60

Other monetary funds

4,710,195.58

28,791,086.94

Total

9,302,181,506.57

9,929,980,061.69

Of which: total funds held overseas

1,713,282,449.05

1,126,963,307.94

As at December 31, 2022, there were no amounts pledged, frozen, or potentially at risk of recovery.

Note 2�� Accounts receivable

1�� Disclosure of receivables by age

Ageing of accounts

Closing balance

Opening balance

Within 1 year

4,405,656,008.92

3,762,963,377.29

1-2 years

13,567,695.89

19,045,142.59

2-3 years

2,261,282.62

62,899.95

3-4 years

 

5,974.17

Subtotal

4,421,484,987.43

3,782,077,394.00

Less: Provision for doubtful debts

25,143,894.46

13,818,589.64

Total

4,396,341,092.97

3,768,258,804.36

2�� Disclosure of Provision for Doubtful Accounts by Calculation Method

Category

Closing balance

Book balance

Provision for doubtful debts

Carrying value

Amount

Proportion (%)

Amount

Percentage of accrual (%)

Accounts receivable with a single doubtful debts provision

 

 

 

 

 

Accounts receivable with doubtful debts provision by portfolio

4,421,484,987.43

100.00

25,143,894.46

0.57

4,396,341,092.97

Of which: large hydro business portfolio

3,070,688,867.53

69.45

 

 

3,070,688,867.53

Peruvian corporate portfolio

1,244,734,392.50

28.15

25,143,894.46

2.02

1,219,590,498.04

Other money portfolio

106,061,727.40

2.40

 

 

106,061,727.40

Total

4,421,484,987.43

100.00

25,143,894.46

0.57

4,396,341,092.97

Continued:

Category

Beginning balance

Book balance

Provision for doubtful debts

Carrying value

Amount

Proportion (%)

Amount

Percentage of accrual (%)

Accounts receivable with a single doubtful debts provision

 

 

 

 

 

Accounts receivable with doubtful debts provision by portfolio

3,782,077,394.00

100.00

13,818,589.64

0.37

3,768,258,804.36

Of which: large hydro business portfolio

2,877,613,834.83

76.09

 

 

2,877,613,834.83

Peruvian corporate portfolio

844,848,146.47

22.34

13,818,589.64

1.64

831,029,556.83

Combination of other amounts

59,615,412.70

1.57

 

 

59,615,412.70

Total

3,782,077,394.00

100.00

13,818,589.64

0.37

3,768,258,804.36

 

3�� Provision for doubtful debts charged, recovered or reversed during the period

Category

Opening balance

Movement during the period

Closing balance

Accrual

Recovered or transferred back

Write-offs

Other changes

Accounts receivable with a single doubtful debts provision

 

 

 

 

 

 

Accounts receivable with doubtful debts provision by portfolio

13,818,589.64

9,010,350.79

 

 

2,314,954.03

25,143,894.46

Of which: large hydropower business portfolio

 

 

 

 

 

 

Peruvian corporate portfolio

13,818,589.64

9,010,350.79

 

 

2,314,954.03

25,143,894.46

Combination of other amounts

 

 

 

 

 

 

Total

13,818,589.64

9,010,350.79

 

 

2,314,954.03

25,143,894.46

4�� There were no actual write-offs of accounts receivable during the period

5�� Top five accounts receivable with closing balances, grouped by party in arrears

Name of unit

Closing balance

As a percentage of the closing balance of accounts receivable (%)

Provision for doubtful debts made

State Grid Corporation of China

2,145,715,182.19

48.53

 

China Southern Power Grid Co., Ltd.

653,180,104.21

14.77

 

Central China Branch of State Grid Corporation of China

259,422,730.62

5.87

 

Calot Power Limited Company

42,284,595.10

0.96

 

Pakistan Branch of China Three Gorges Corporation's Technology and Economic

26,024,659.41

0.59

 

Total

3,126,627,271.53

70.72

 

Note 3�� Prepayments

1�� Prepayments are shown by ageing

Ageing of accounts

Closing balance

Opening balance

Amount

Proportion (%)

Amount

Proportion (%)

Within 1 year

64,600,405.56

98.38

90,980,727.79

97.19

1-2 years

1,064,219.74

1.62

2,021,073.33

2.16

2-3 years

 

 

604,743.36

0.65

Total

65,664,625.30

100.00

93,606,544.48

100.00

2�� No prepayments aged over one year and of significant amount

3�� Top five prepayments with closing balances grouped by prepaid objects

Name of unit

Closing balance

As a percentage of total prepayments (%)

Ageing of accounts

PACIFICO COMPAÑÍA DE SEGUROS Y REASEGUROS

15,663,145.30

23.85

Less than 1 year

BANCO DE CRÉDITO DEL PERÚ

14,869,850.20

22.65

Less than 1 year

China Three Gorges (Chengdu) E-commerce Co., Ltd.

8,638,025.32

13.15

Less than 1 year

Three Gorges International Tendering Co., Ltd.

6,455,826.52

9.83

0-2 years

EL PACIFICO PERUANO-SUIZA CIA SEG Y REASEGUROS

5,912,334.90

9.00

Within 1 year

Total

51,539,182.24

78.48

 

Note 4�� Other receivables

Items

Closing balance

Opening balance

Interest receivable

-

-

Dividend receivable

120,305,200.00

55,028,400.00

Other receivables

714,323,452.38

573,690,906.50

Total

834,628,652.38

628,719,306.50

Note: Other receivables in the above table represent other receivables net of interest and dividends receivable.

��һ��Dividend receivable

1�� Dividend receivable

Investee Units

Closing balance

Opening balance

Hubei Energy Investment Development Co., Ltd.

120,305,200.00

55,028,400.00

Total

120,305,200.00

55,028,400.00

������Other receivables

1�� Disclosure by age

Ageing of accounts

Closing balance

Opening balance

Within 1 year

660,532,259.23

556,888,875.78

1-2 years

36,667,702.21

12,869,464.31

2-3 years

14,524,503.30

2,594,934.53

3-4 years

2,835,147.59

1,397,460.43

4-5 years

1,250,082.46

712,040.71

More than 5 years

719,258.22

445,871.56

Subtotal

716,528,953.01

574,908,647.32

Less: Provision for doubtful debts

2,205,500.63

1,217,740.82

Total

714,323,452.38

573,690,906.50

2�� Breakdown by nature of payments

Nature of payment

Closing balance

Opening balance

Deposits and guarantee deposits

72,325,633.13

40,807,597.58

Advances from customers

2,050,630.34

4,730,172.86

Accounts receivable and payable

626,229,719.44

512,739,129.14

Other

15,922,970.10

16,631,747.74

Subtotal

716,528,953.01

574,908,647.32

3�� Provision for doubtful debts on other receivables

Provision for doubtful debts

Stage 1

Stage 2

Stage 3

Total

Expected credit losses for the next 12 months

Expected credit losses (no credit impairment) for the entire life of the property

Expected credit losses (credit impairment has occurred) throughout the life of the

Opening balance

1,217,740.82

 

 

1,217,740.82

Opening balance at the beginning of the period

 

 

 

 

-Transfer to Stage 2

 

 

 

 

-Transfer to Stage 3

 

 

 

 

-Turn back to Stage 2

 

 

 

 

-Turn back to Stage 1

 

 

 

 

Provision for the period

965,223.80

 

 

965,223.80

Transfer back during the period

 

 

 

 

Transferred during the period

 

 

 

 

Current write-offs

 

 

 

 

Other changes

22,536.01

 

 

22,536.01

Closing balance

2,205,500.63

 

 

2,205,500.63

4�� There were no actual write-offs of other receivables during the period

5�� Top five other receivables with closing balances, grouped by party in arrears

Name of unit

Nature of payment

Closing balance

Ageing of accounts

As a percentage of the closing balance of other receivables (%)

Provision for doubtful debt Closing balance

Jinshajiang Yunchuan Hydropower Development Co., Ltd.

Accounts receivable and payable

518,979,716.98

Less than 1 year

72.43

674,673.63

Administrator of AnNeng (Qujialing) Biomass Power Generation Co., Ltd.

Guarantee deposit

40,000,000.00

0-2 years

5.58

166,000.00

China Three Gorges Industry Co., Ltd.

Accounts receivable and payable

15,454,168.19

Less than 1 year

2.16

16,294.84

Inner Mongolia Chuangsheng Development Investment Co., Ltd.

Guarantee deposit

10,000,000.00

1-2 years

1.40

123,000.00

Mangshi People's Government Development and Reform Bureau.

Guarantee deposit

9,000,000.00

1-2 years

1.26

110,700.00

Total

 

593,433,885.17

 

82.83

1,090,668.47

 

Note 5�� Inventory

1�� Inventory classification

Items

Closing balance

Opening balance

Book balance

Provision for decline in value of inventories

Carrying value

Book balance

Provision for decline in value of inventories

Carrying value

Raw materials

99,321,091.18

44,092,739.38

55,228,351.80

105,611,771.51

47,699,547.39

57,912,224.12  

Goods in stock

1,483,814.14

 

1,483,814.14

1,289,178.53

-

1,289,178.53

Spare parts and components.

625,610,297.38

229,275,188.41

396,335,108.97

618,201,620.52

207,427,167.31

410,774,453.21  

Other

369,720.80

19,509.07

350,211.73

60,225.31

4,760.86

55,464.45

Total

726,784,923.50

273,387,436.86

453,397,486.64

725,162,795.87

255,131,475.56  

470,031,320.31  

2�� Provision for decline in value of inventories

Items

Opening balance

Amount increased during the period

Decrease during the period

Closing balance

Accrual

Other

Reversal or write-back

Other

Raw materials

47,699,547.39

5,721,439.22

 

9,328,247.23

 

44,092,739.38

Spare parts and components.

207,427,167.31

38,520,489.24

753,568.18

17,426,036.32

 

229,275,188.41

Other

4,760.86

14,748.21

 

 

 

19,509.07 

Total

255,131,475.56

44,256,676.67

753,568.18

26,754,283.55

 

273,387,436.86

Note 6�� Other current assets

1. Breakdown of other current assets

Items

Closing balance

Opening balance

VAT input tax credit

18,248,400.61

5,357,659.56

Treasury bonds repurchase*Note1

102,000,948.00

168,904,971.50

Prepayment of taxes

20,594,356.19

5,635,388.13

Peruvian IGV tax to be deducted

109,009,068.62

87,777,270.76

Prepayment of investments*Note2

 

2,764,659,097.38

Total

249,852,773.42

3,032,334,387.33

*Note1: Treasury bonds repurchase refers to the principal of funds the Company lends out in treasury bonds repurchase market during the reporting period to obtain extra interest income. The Company's holding term was 1 day, 2 days, 3 days, 7 days, 14 days, and 28 days, and the interest income was calculated based on the actual interest rate in Shanghai and Shenzhen stock markets at the time of the transaction.

*Note2: The decrease in prepaid investments is mainly due to the settlement of the equity transfer of Dinghe Property Insurance Co., Ltd. and recognition as a long-term equity investment.

Note 7�� Debt investments

1.  Debt investments

Items

Closing balance

Opening balance

Book balance

Provision for impairment

Carrying value

Book balance

Provision for impairment

Carrying value

Shareholder loans

1,034,000,503.90

-

1,034,000,503.90

1,014,594,368.22

-

1,014,594,368.22

Total

1,034,000,503.90

-

1,034,000,503.90

1,014,594,368.22

-

1,014,594,368.22

 

 


Note 8�� Long-term equity investments

Investee Units

Opening balance

Increase/decrease during the period

Closing balance

Closing balance of provision for impairment

Additional investments

Reduce investment

Gains and losses on investments recognised under the equity method

Adjustments to other comprehensive income

Other changes in equity

Declaration of cash dividends or profits

Provision for impairment

Other

I. Joint ventures

 

 

 

 

 

 

 

 

 

 

 

Yunxia Electric Power (Yunnan) Co., Ltd.

30,040,959.42

 

 

-15,575,556.25

 

5,450,132.25

 

 

 

19,915,535.42

 

Changxia Electric Power (Anhui) Co., Ltd.

67,438,474.38

 

 

7,679,208.84

 

 

 

 

 

75,117,683.22

 

Yangtze River Smart Distributed Energy Co., Ltd

183,173,704.82

30,250,000.00

 

3,055,808.68

 

1,572,367.18

 

 

 

218,051,880.68

 

Changxia Electric Power (Guangdong) Co., Ltd.

32,878,946.35

 

 

289,397.85

 

682,364.72

 

 

 

33,850,708.92

 

Changxia Electric Power (Guangdong) Co., Ltd.

29,416,222.72

 

 

 

 

 

 

 

-29,416,222.72

 

 

Subtotal

342,948,307.69

30,250,000.00

 

-4,551,140.88

 

7,704,864.15

 

 

-29,416,222.72

346,935,808.24

 

II. Associated enterprises

 

 

 

 

 

 

 

 

 

 

 

Hubei Energy Group Co., Ltd.

8,823,067,448.66

213,871,933.66

 

339,953,086.63

43,372,033.74

13,476,066.72

286,808,574.75

 

 

9,146,931,994.66

 

Hubei Qingneng Investment Development Group Co., Ltd..

2,445,376,026.82

 

 

119,093,113.77

-7,505,977.15

 

65,276,800.00

 

 

2,491,686,363.44

 

Guangzhou Development Group Co., Ltd.

3,928,734,042.73

 

 

207,851,819.71

-17,863,506.73

24,131,890.81

54,410,325.80

 

 

4,088,443,920.72

 

Three Gorges Finance Co., Ltd.

2,367,060,854.24

 

 

244,176,945.55

-20,206,052.21

 

110,949,203.29

 

 

2,480,082,544.29

 

Shanghai Electric Power Co., Ltd.

1,345,388,587.25

 

1,073,062,019.38

11,627,191.31

1,884,753.11

26,657,070.60

 

 

 

312,495,582.89

 

Three Gorges High-Tech Information Technology Co., Ltd.

73,423,383.25

57,900,000.00

 

754,957.21

 

 

 

 

 

132,078,340.46

 

State Power Investment Corporation Limited

11,847,755,833.19

704,879,413.98

 

734,548,442.52

65,303,942.68

54,243,749.90

226,528,369.06

 

 

13,180,203,013.21

 

Sichuan Chuantou Energy Co., Ltd.

5,029,175,498.02

 

23,093,961.78

386,390,756.25

38,616,085.83

50,483,338.46

193,911,792.00

 

 

5,287,659,924.78

 

Chongqing Three Gorges Water Conservancy and Electric Power (Group) Co., Ltd.

3,351,317,195.30

252,054,660.09

 

89,523,800.89

-17,317,205.16

1,868,306.00

53,401,854.45

 

 

3,624,044,902.67

 

Shaanxi Yan'an Power Industry Co., Ltd.

 

26,400,000.00

 

-3,615,228.14

 

90,900.63

 

 

29,416,222.72

52,291,895.21

 

Three Gorges Capital Holdings Co., Ltd.

3,263,258,612.90

 

 

378,616,262.29

-28,674,111.18

18,132,450.99

81,325,698.22

 

 

3,550,007,516.78

 

Three Gorges Development Company Limited

1,091,561,490.02

 

 

9,876,799.87

-940,574.37

263,462.38

16,525,555.01

 

 

1,084,235,622.89

 

Chongqing Fuling Energy Industry Group Co., Ltd.

641,369,214.23

 

 

-1,394,411.39

-351,769.93

64,354.15

2,157,515.03

 

 

637,529,872.03

 

Guangxi Guiguan Electric Power Co., Ltd.

5,368,772,534.18

98,340,531.13

 

370,642,905.43

1,299,734.20

268,218.03

134,295,545.40

 

 

5,705,028,377.57

 

Shenergy Company Limited

3,621,433,317.94

 

 

119,120,032.98

5,845.18

2,771,761.53

119,836,003.40

 

 

3,623,494,954.23

 

Chongqing Lianjiang Changdian Xinghong Private Equity Investment Fund Partnership (Limited Partnership)

41,776,814.88

140,000,000.00

 

12,137,938.28

 

240,416.12

 

 

 

194,155,169.28

 

Chongqing Fuling Changdian Changfu Private Equity Investment Fund Partnership (Limited Partnership)

49,424,470.72

 

 

-49,065.58

 

 

 

 

 

49,375,405.14

 

Chongqing Qianjiang Changdian Hongyuan Private Equity Investment Fund Partnership (Limited Partnership)

175,709,402.59

 

 

-474,096.49

 

 

 

 

 

175,235,306.10

 

Yunnan Huadian Jinsha River Upper-Middle Stream Hydropower Development Co., Ltd.

5,091,941,490.27

 

 

265,655,702.99

4,417,701.77

722,306.59

98,462,883.18

 

 

5,264,274,318.44

 

Chongqing Wanquan Private Equity Investment Fund Partnership (Limited Partnership)

 

40,000,000.00

 

-398,458.75

 

 

 

 

 

39,601,541.25

 

Dinghe Property Insurance Co., Ltd.

 

2,764,659,097.38

 

127,035,733.20

-10,408,051.97

 

 

 

 

2,881,286,778.61

 

Hunan Taohuajiang Nuclear Power Co., Ltd.

224,119,537.52

 

 

 

 

 

 

224,119,537.52

 

224,119,537.52

224,119,537.52

Three Gorges Onshore New Energy Investment Co., Ltd.

 

85,800,000.00

 

 

 

 

 

 

 

85,800,000.00

 

Gansu Electric Power Investment Energy Development Co., Ltd.

 

1,205,881,924.44

 

 

 

 

 

 

 

1,205,881,924.44

 

Changxia Electric Power (Xi'an) Co., Ltd.

2,015,740.44

18,000,000.00

 

1,020,856.74

 

 

 

 

 

21,036,597.18

 

Changxia Fast Charging Technology (Hubei) Co., Ltd.

 

28,200,000.00

 

-2,620,836.13

 

 

 

 

 

25,579,163.87

 

Green Energy Mixed Ownership Equity Investment Fund (Guangzhou) Partnership Enterprise (Limited Partnership)

131,407,495.15

 

 

10,194,167.20

220.33

-4,013,036.77

 

 

 

137,588,845.91

 

Chongqing Changxing You Energy Co., Ltd.

30,901,850.82

162,000,000.00

 

-12,620,898.97

32,938.78

-3,969,077.65

 

 

 

176,344,812.98

 

Jingzhou Distributed Energy Co., Ltd.

18,693,526.59

 

 

3,446,137.40

 

 

 

 

 

22,139,663.99

 

Changxia Smart Energy (Jiangsu) Co., Ltd.

24,237,037.65

 

 

1,588,421.78

 

 

 

 

 

25,825,459.43

 

Hubei New Energy Venture Capital Fund Co., Ltd.

45,617,389.09

 

 

35,018,449.75

 

1,266.67

 

 

 

80,637,105.51

 

Three Gorges Insurance Broker Co., Ltd.

31,019,634.58

 

 

3,310,792.58

 

 

3,105,131.46

 

 

31,225,295.70

 

Zhengzhou Hydroelectric Machinery Co., Ltd.

192,950,669.17

 

 

4,035,921.34

 

12,400.62

 

 

 

196,998,991.13

 

Chongqing Fuling Changfu No. 1 Equity Investment Fund Partnership (Limited Partnership)

48,726,853.97

 

 

-1,099,780.42

 

548.79

 

 

 

47,627,622.34

 

Chongqing Changsheng New Energy Private Equity Investment Fund Partnership (Limited Partnership)

883,803,845.81

117,680,000.00

500,252,863.63

15,169,570.78

 

 

 

 

 

516,400,552.96

 

China Three Gorges Offshore Luxembourg S.a.r.l.

94,675,509.38

 

 

57,038,270.39

2,909,059.73

 

 

 

10,853,887.45

165,476,726.95

 

Changxia Digital Energy Technology (Hubei) Co., Ltd.

18,757,731.38

 

 

3,105,588.27

 

-500,355.18

261,500.22

 

 

21,101,464.25

 

Other

70,423,262.27

6,183,000.00

27,690,695.15

10,125,287.90

 

701,684.08

419,700.00

 

 

59,322,839.10

 

Subtotal

60,373,896,301.01

5,921,850,560.68

1,624,099,539.94

3,538,786,177.14

54,575,066.65

185,647,723.47

1,447,676,451.27

224,119,537.52

40,270,110.17

67,043,249,947.91

224,119,537.52

Total

60,716,844,608.70

5,952,100,560.68

1,624,099,539.94

3,534,235,036.26

54,575,066.65

193,352,587.62

1,447,676,451.27

224,119,537.52

10,853,887.45

67,390,185,756.15

224,119,537.52

 

Notes to long-term equity investments:

1. The company sold 2,213,240 shares of Sichuan Chuantou Energy Co., Ltd. on the secondary market, reducing its stake from 11.05% to 10.87%. However, since the company still has a board director in the company, it can continue to apply equity method accounting for subsequent measurement.

2. The company acquired 15% of the shares of Dinghe Property Insurance Co., Ltd. through an agreement. Since the company has a board director in the insurance company and can exert significant influence, it will use the equity method for subsequent measurement.

3. The company sold 156,809,794 shares of Shanghai Electric Power Co., Ltd. on the secondary market, reducing its stake from 7.56% to 1.46%. However, since the company still has a board director in the company, it can continue to apply equity method accounting for subsequent measurement.

4. The company purchased a total of 241,108,068 shares of Gansu Energy Investment Co., Ltd. through both the secondary market and non-public offering subscription, resulting in a 15.06% stake. The company has the right to appoint a board director in the company and can exert significant influence, so it will use the equity method for subsequent measurement.

5. The company made additional investments in several companies, including State Power Investment Corporation, Guangxi Guiguan Electric Power Co., Ltd., and Hubei Energy Group Co., Ltd., through the secondary market. The details of these investments are not provided in the passage.

 

 


Note 9�� Investments in other equity instruments

1.  Breakdown of other equity instruments

Items

Closing balance

Opening balance

Non-trading equity instruments

3,312,302,551.08

3,457,356,904.37

Total

3,312,302,551.08

3,457,356,904.37

 

2.  Investments in non-trading equity instruments

Items

Reasons for designation as at fair value through other comprehensive income

Recognised in the current period dividend income

Accumulated gains

Accumulated losses

Transfer from other comprehensive income to retained earnings

Reasons for transfer of other comprehensive income to retained earnings

Non-trading equity instruments

Long-term holdings

257,471,030.24

1,804,392,931.78

 

1,111,220.74

Sale of part of the shareholding

Total

 

257,471,030.24

1,804,392,931.78

 

1,111,220.74

 

 

Note 10�� Other non-current financial assets

Items

Closing balance

Opening balance

Investments in equity instruments

1,611,389,626.19

1,622,160,091.31

Total

1,611,389,626.19

1,622,160,091.31

Note 11�� Investment properties

1�� Status of investment properties

Items

Land, houses and buildings

Total

I.  Original book value

 

 

1. Opening balance

145,457,394.57

145,457,394.57

2. Increase during the period

15,274,552.73

15,274,552.73

Translation differences on foreign currency statements

15,274,552.73

15,274,552.73

3. Decrease during the period

44,432,089.06

44,432,089.06

Transfer to fixed assets for own use

44,432,089.06

44,432,089.06

4. Closing balance

116,299,858.24

116,299,858.24

II.  Accumulated depreciation (amortization)

 

 

1. Opening balance

31,634,547.82

31,634,547.82

2. Increase during the period

2,946,406.27

2,946,406.27

Provision for the period

1,019,953.51

1,019,953.51

Translation differences on foreign currency statements

1,926,452.76

1,926,452.76

3. Decrease during the period

19,519,389.69

19,519,389.69

Transfer to fixed assets for own use

19,519,389.69

19,519,389.69

4. Closing balance

15,061,564.40

15,061,564.40

III.  Provision for impairment

 

 

1. Opening balance

 

 

2. Increase during the period

 

 

3. Decrease during the period

 

 

4. Closing balance

 

 

IV.  Book value

 

 

1. Closing book value

101,238,293.84

101,238,293.84

2. Opening book value

113,822,846.75

113,822,846.75

Note 12�� Fixed assets

Items

Closing balance

Opening balance

Fixed assets

211,331,111,421.89

218,698,689,602.56

Fixed asset liquidation

19,669,923.05

13,923,499.07

Total

211,350,781,344.94

218,712,613,101.63

 

Note: Fixed assets in the above table represent fixed assets net of fixed asset liquidation.

(I) Fixed assets


Fixed assets

Items

Water retaining structures

House and buildings

Machinery and equipment

Transport equipment

Electronic and other equipment

Land*note1

Total

I.  Original book value

 

 

 

 

 

 

 

1. Opening balance

141,901,897,534.55

90,087,028,492.51

114,870,141,813.25

328,554,038.48

1,459,554,066.37

1,052,546,098.01

349,699,722,043.17

2. Increase during the period

 

1,041,436,881.18

2,721,471,463.61

33,561,952.38

262,682,410.86

124,982,862.65

4,184,135,570.68

Acquisition

 

20,431,061.25

24,474,726.33

6,179,145.46

32,038,413.56

13,726,701.09

96,850,047.69

Construction in progress transfer

 

769,574,323.46

1,151,797,076.74

14,618,019.78

184,498,738.50

 

2,120,488,158.48

Business combinations not under common control

 

 

 

 

50,081.00

 

50,081.00

Translation differences on foreign currency statements

 

206,999,407.41

1,545,199,660.54

12,764,787.14

46,095,177.80

111,256,161.56

1,922,315,194.45

Transfer to investment properties

 

44,432,089.06

 

 

 

 

44,432,089.06

3. Decrease during the period

 

23,147,565.02

313,423,690.64

14,538,985.97

34,684,868.04

41,806.02

385,836,915.69

Disposal or scrapping

 

23,147,565.02

275,764,478.48

14,538,985.97

34,684,868.04

41,806.02

348,177,703.53

Other reductions*note2

 

 

37,659,212.16

 

 

 

37,659,212.16

4. Closing balance

141,901,897,534.55

91,105,317,808.67

117,278,189,586.22

347,577,004.89

1,687,551,609.19

1,177,487,154.64

353,498,020,698.16

II.  Accumulated depreciation

 

 

 

 

 

 

 

1. Opening balance

36,674,313,153.30

23,143,120,673.92

70,227,529,923.05

197,949,440.31

758,119,250.03

 

131,001,032,440.61

2. Increase during the period

3,205,065,576.08

2,373,401,661.90

5,689,445,892.71

30,594,557.60

144,635,571.75

 

11,443,143,260.04

Provision for the period

3,205,065,576.08

2,332,027,269.97

5,260,648,915.61

23,239,077.34

111,038,096.02

 

10,932,018,935.02

Business combinations not under common control

 

 

 

 

2,845.76

 

2,845.76

Translation differences on foreign currency statements

 

21,855,002.24

372,417,835.96

7,355,480.26

33,594,629.97

 

435,222,948.43

Transfer to investment properties

 

19,519,389.69

 

 

 

 

19,519,389.69

Other additions*note3

 

 

56,379,141.14

 

 

 

56,379,141.14

3. Decrease during the period

 

752,570.37

230,823,065.47

11,394,440.83

34,296,347.71

 

277,266,424.38

Disposal or scrapping

 

752,570.37

194,799,837.81

11,394,440.83

34,296,347.71

 

241,243,196.72

Other reductions

 

 

36,023,227.66

 

 

 

36,023,227.66

4. Closing balance

39,879,378,729.38

25,515,769,765.45

75,686,152,750.29

217,149,557.08

868,458,474.07

 

142,166,909,276.27

III.  Provision for impairment

 

 

 

 

 

 

 

1. Opening balance

 

 

 

 

 

 

 

2. Increase during the period

 

 

 

 

 

 

 

3. Decrease during the period

 

 

 

 

 

 

 

4. Closing balance

 

 

 

 

 

 

 

IV.  Book value

 

 

 

 

 

 

 

1. Closing book value

102,022,518,805.17

65,589,548,043.22

41,592,036,835.93

130,427,447.81

819,093,135.12

1,177,487,154.64

211,331,111,421.89

2. Opening book value

105,227,584,381.25

66,943,907,818.59

44,642,611,890.20

130,604,598.17

701,434,816.34

1,052,546,098.01

218,698,689,602.56

Note 1: Land refers to the land owned by the Peruvian companies.

Note 2: The decrease refers to the transfer of fixed assets under renovation and construction to construction in progress.

Note 3: The increase refers the transfer of fixed assets under renovation and construction from construction in progress back to fixed assets.


No fixed assets temporarily idle at the end of the period

Fixed assets with outstanding title deeds at period end

Items

Carrying value

Reasons for not completing the title deeds

Houses and buildings

32,730,599.23

In process of title certificate

Total

32,730,599.23

 

(II) Liquidation of fixed assets

Items

Closing balance

Opening balance

Fixed asset liquidation

19,669,923.05

13,923,499.07

Total

19,669,923.05

13,923,499.07

Note 13�� Construction in progress

Items

Closing balance

Opening balance

Construction in progress

2,868,052,740.83

2,890,730,789.56

Engineering materials

3,316,178.30

846,134.08

Total

2,871,368,919.13

2,891,576,923.64

 

Note: Construction in progress in the above table refers to construction in progress net of construction materials.

(I) Construction in progress

1�� Construction in progress

Items

Closing balance

Opening balance

Book balance

Provision for impairment

Carrying value

Book balance

Provision for impairment

Carrying value

Xiangjiaba Project*note

1,550,654,817.20

-

1,550,654,817.20

1,544,208,504.21

-

1,544,208,504.21

Gezhouba Power Station 170MW Hydro Generator Unit Renovation

101,773,761.70

-

101,773,761.70

133,218,875.50

-

133,218,875.50

Gezhouba Power Station Hydro Generator Unit Renewal and Capacity Increase

2,077,505.32

-

2,077,505.32

77,610,193.78

-

77,610,193.78

Hunan Leiyang new organic waste resource utilization project with a daily treatment capacity of 1000 tonnes

86,051,033.74

-

86,051,033.74

-

-

-

Three Gorges Left Bank Power Station Monitoring System Modification

45,492,833.51

-

45,492,833.51

45,137,506.60

-

45,137,506.60

Gezhouba 220KV switchyard renovation

13,358,185.77

-

13,358,185.77

43,079,364.15

-

43,079,364.15

SAN JUAN- BALNEARIOS Transmission Line Project

-

-

-

105,309,133.00

-

105,309,133.00

INDUSTRIALES-INGENIEROS 60kv transmission line

-

-

-

31,098,757.04

-

31,098,757.04

BALNEARIOS - MONTERRICO transmission line project

-

-

-

40,538,164.32

-

40,538,164.32

Other

1,068,644,603.59

-

1,068,644,603.59

870,530,290.96

-

870,530,290.96

Total

2,868,052,740.83

-

2,868,052,740.83

2,890,730,789.56

-

2,890,730,789.56

Note*: The main project of Xiangjiaba Power Station has been transferred to fixed assets in its intended useable state and the construction in progress represents the final construction portion of the Xiangjiaba project.

2�� Changes in significant construction-in-progress Items during the period

Project Name

Opening balance

Increase during the period

Transferred in the period

Other changes*

Closing balance

Fixed assets

Xiangjiaba Project

1,544,208,504.21

6,446,312.99

-

-

1,550,654,817.20

Gezhouba Power Station 170MW Hydro Generator Unit Renovation

133,218,875.50

136,476,054.46

167,921,168.26

-

101,773,761.70

Gezhouba Power Station Hydro Generator Unit Renewal and Capacity Increase

77,610,193.78

14,516,266.17

90,048,954.63

-

2,077,505.32

Hunan Leiyang new organic waste resource utilization project with a daily treatment capacity of 1000 tonnes

-

86,051,033.74

-

-

86,051,033.74

Three Gorges Left Bank Power Station Monitoring System Modification

45,137,506.60

355,326.91

-

-

45,492,833.51

Gezhouba 220KV switchyard renovation

43,079,364.15

18,391,317.40

39,715,902.48

-8,396,593.30

13,358,185.77

SAN JUAN- BALNEARIOS Transmission Line Project

105,309,133.00

-

107,004,822.95

1,695,689.95

-

INDUSTRIALES-INGENIEROS 60kv transmission line

31,098,757.04

-

31,695,374.08

596,617.04

-

BALNEARIOS - MONTERRICO transmission line project

40,538,164.32

-

42,107,893.21

1,569,728.89

-

Total

2,020,200,498.60

262,236,311.67

478,494,115.61

-4,534,557.42

1,799,408,137.24

Continued:

Project Name

Budget

Project input as a percentage of budget (%)

Progress of works (%)

Accumulated amount of interest capitalised

Of which: amount capitalised as interest for the period

Capitalisation rate of interest for the period (%)

Sources of funding

(RMB million)

Xiangjiaba Project

5,416,500.00

-

-

-

-

-

Self-financing

Gezhouba Power Station 170MW Hydro Generator Unit Renovation

47,150.00

57.22

61.67

-

-

-

Self-financing

Gezhouba Power Station Hydro Generator Unit Renewal and Capacity Increase

180,000.00

83.69

99.50

-

-

-

Self-financing

Hunan Leiyang new organic waste resource utilization project with a daily treatment capacity of 1000 tonnes

13,763.30

64.41

65.00

4,176,020.05

2,942,972.72

3.05

Self-financing and financing

Three Gorges Left Bank Power Station Monitoring System Modification

7,000.00

64.99

95.00

-

-

-

Self-financing

Gezhouba 220KV switchyard renovation

39,335.00

69.13

98.36

-

-

-

Self-financing

SAN JUAN- BALNEARIOS Transmission Line Project

11,197.00

94.05

100.00

4,244,915.59

55,017.66

4.80

Borrowings

INDUSTRIALES-INGENIEROS 60kv transmission line

3,362.28

92.49

100.00

1,253,563.51

16,247.23

4.80

Borrowings

BALNEARIOS - MONTERRICO transmission line project

4,104.13

98.77  

100.00

1,634,057.47

21,178.75

4.80

Borrowings

Total

5,722,411.71

 

 

11,308,556.62

3,035,416.36

 

 

Note: Other changes mainly represent the transfer to intangible assets and the effect of translation differences in foreign currency statements.

(II) Engineering materials

Items

Closing balance

Opening balance

Book balance

Provision for impairment

Carrying value

Book balance

Provision for impairment

Carrying value

Materials for engineering

3,316,178.30

-

3,316,178.30

846,134.08

-

846,134.08

Total

3,316,178.30

-

3,316,178.30

846,134.08

-

846,134.08

 

Note 14�� Right-of-use assets

Items

Land, houses and buildings

Machinery and equipment

Total

I. Original book value

 

 

 

1�� Opening balance

698,913,051.00

13,290,436.00

712,203,487.00

2�� Increase during the period

97,100,733.35

2,006,543.04

99,107,276.39

Leasing

94,215,732.26

 

94,215,732.26

Translation differences on foreign currency statements

2,885,001.09

2,006,543.04

4,891,544.13

3�� Decrease during the period

��

��

��

4�� Closing balance

796,013,784.35

15,296,979.04

811,310,763.39

II. Accumulated depreciation

��

��

��

1�� Opening balance

63,896,895.66

11,290,108.20

75,187,003.86

2�� Increase during the period

78,419,096.92

2,213,930.51

80,633,027.43

Provision for the period

76,941,426.41

484,817.95

77,426,244.36

Translation differences on foreign currency statements

1,477,670.51

1,729,112.56

3,206,783.07

3�� Decrease during the period

��

��

��

4�� Closing balance

142,315,992.58

13,504,038.71

155,820,031.29

III. Provision for impairment

��

��

��

1�� Opening balance

��

��

��

2�� Amount increased during the period

��

��

��

3�� Decrease during the period

��

��

��

4�� Closing balance

��

��

��

IV. Carrying value

 

 

 

1�� Carrying value at the end of the period

653,697,791.77

1,792,940.33

655,490,732.10

2�� Opening book value

635,016,155.34

2,000,327.80

637,016,483.14

 

Note 15�� Intangible assets

1�� Intangible assets

Items

Land use rights

Software and others

Right to use car parking spaces

Concessions (Note)

Total

I.  Original book value

 

 

 

 

 

1�� Opening balance

122,644,899.00

426,254,724.24

101,798,124.17

19,833,304,471.23

20,484,002,218.64

2�� Increase during the period

25,585,800.00

94,153,699.73

60,000,000.00

1,844,251,912.63

2,023,991,412.36

Acquisition

25,585,800.00

63,823,366.47

60,000,000.00

7,899,360.93

157,308,527.40

Research and Development

 

16,127,654.58

 

 

16,127,654.58

Business combinations not under common control

 

147,800.00

 

 

147,800.00

Translation differences on foreign currency statements

 

14,054,878.68

 

1,836,352,551.70

1,850,407,430.38

3�� Decrease during the period

 

4,669,588.74

 

 

4,669,588.74

Disposal

 

4,669,588.74

 

 

4,669,588.74

4�� Closing balance

148,230,699.00

515,738,835.23

161,798,124.17

21,677,556,383.86

22,503,324,042.26

II.  Accumulated amortization

 

 

 

 

 

1�� Opening balance

24,566,564.44

267,157,246.56

10,858,430.40

 

302,582,241.40

2�� Increase during the period

3,204,318.48

86,457,554.65

3,016,468.00

 

92,678,341.13

Provision for the period

3,204,318.48

76,645,087.59

3,016,468.00

 

82,865,874.07

Business combinations not under common control

 

4,926.68

 

 

4,926.68

Translation differences on foreign currency statements

 

9,807,540.38

 

 

9,807,540.38

3�� Decrease during the period

 

4,669,588.74

 

 

4,669,588.74

Disposal

 

4,669,588.74

 

 

4,669,588.74

4�� Closing balance

27,770,882.92

348,945,212.47

13,874,898.40

 

390,590,993.79

III.  Provision for impairment

��

��

��

��

��

1�� Opening balance

��

��

��

��

��

2�� Increase during the period

��

��

��

��

��

3�� Decrease during the period

��

��

��

��

��

4�� Closing balance

��

��

��

��

��

IV.  Carrying value

��

��

��

��

��

5�� Carrying value at the end of the period

120,459,816.08

166,793,622.76

147,923,225.77

21,677,556,383.86

22,112,733,048.47

6�� Opening book value

98,078,334.56

159,097,477.68

90,939,693.77

19,833,304,471.23

20,181,419,977.24

Note: The company acquired a Peruvian company in 2020, whose core assets are transmission and distribution assets in Peru. According to local laws in Peru, the concession for transmission and distribution business has no fixed term and is considered an indefinite intangible asset with an uncertain useful life. At the end of the year, the company hired a third-party intermediary to perform an impairment test on the asset group containing the indefinite intangible assets, and no impairment was identified.

2�� Status of land use rights without proper title deeds

Items

Carrying value

Reasons for not completing the title deeds

Land use rights

25,457,871.00

Subject to final payment of contract for title deeds

Total

25,457,871.00

 

Note 16�� Research and development expenditures

Items

Opening balance

Increase during the period

Number of transfers out during the period

Closing balance

Internal development expenditure

Other

Charged to current profit or loss

Recognition as intangible assets

Research and development of the Three Gorges Group sub-system of the integrated scheduling support system for controlled water conservancy Items in the Yangtze River Basin

 

36,846,400.13

 

 

 

36,846,400.13

Changjiang Power Industrial Internet Platform Development

 

8,672,320.80

 

 

 

8,672,320.80

Research and system construction of scenery monitoring and forecasting technology for the lower Jinsha River

 

4,035,131.89

 

 

 

4,035,131.89

Other

 

57,815,694.41

 

3,188,424.92

16,127,654.58

38,499,614.91

Total

 

107,369,547.23

 

3,188,424.92

16,127,654.58

88,053,467.73

Note 17�� Goodwill

1�� Original carrying amount of goodwill

Name of investee or matters forming goodwill

Opening balance

Increase during the period

Decrease during the period

Closing balance

Business combination formation

Other

Disposal

Other

Peruvian companies

987,246,902.63

 

91,188,371.62

 

 

1,078,435,274.25

Hunan Mingsheng New Energy Co., Ltd.

 

2,670,929.75

 

 

 

2,670,929.75

Total

987,246,902.63

2,670,929.75

91,188,371.62

 

 

1,081,106,204.00

2�� Information about cash-generating unit or group of cash-generating units associated with goodwill

The Company��s goodwill is mostly arising on the acquisition of Peruvian Companies. Based on the characteristics of its operations and cash flows, assets are grouped as power transmission and distribution unit and power generation unit for Peruvian Companies. Goodwill is allocated to above two units based on the proportion of their fair value. Cash-generating units have been identified consistently for the current periods.

 

Goodwill that recognized in the current period is arising on the acquisition of Hunan Mingsheng New Energy Co., Ltd.

3�� Impairment assessment of goodwill and recognition of impairment

The Company engaged a third-party intermediary for impairment test of cash�Cgenerating units to which goodwill has been allocated. The estimated recoverable amounts of cash-generating units in Peruvian Companies have been assessed no less than USD 5.241 billion, while their carrying values amount to USD 5.15 billion. No impairment indicators have been identified.

Note 18�� Long-term deferred expenses

Items

Opening balance

Increase for the period

Amortisation for the period

Other reductions

Closing balance

Leased-in fixed assets improvement expenses, etc.

47,615,228.81

38,641,638.43

23,171,469.76

 

63,085,397.48

Total

47,615,228.81

38,641,638.43

23,171,469.76

 

63,085,397.48

Note 19�� Deferred income tax assets and deferred income tax liabilities

1�� Deferred income tax assets not offset

Items

Closing balance

Opening balance

Deductible temporary differences

Deferred income tax assets

Deductible temporary differences

Deferred income tax assets

Provision for asset impairment

277,651,245.87

65,025,213.77

270,167,806.02

64,261,532.94

Fixed assets and right-to-use assets

659,004,338.68

101,317,393.24

803,655,748.64

121,037,148.71

Withholding costs

141,360,540.00

21,204,081.00

141,360,540.00

21,204,081.00

Changes in fair value of other non-current financial assets

171,145,707.18

42,786,426.80

-

-

Government grants

4,904,295.80

1,226,073.95

5,259,207.54

1,314,801.89

Remuneration of employees of Peruvian companies

32,410,524.68

9561103.84

25,663,903.55

7,570,851.55

Other Items of Peruvian companies

110,069,292.67

32,470,442.04

87,072,346.97

25,686,348.31

Cost of transfer of social functions

608,194.61

152,048.65

3,591,754.61

897,938.65

Total

1,397,154,139.49

273,742,783.29

1,336,771,307.33

241,972,703.05

 

2�� Deferred income tax liabilities not offset

Items

Closing balance

Opening balance

Taxable temporary differences

Deferred income tax liabilities

Taxable temporary differences

Deferred income tax liabilities

Changes in fair value of other non-current financial assets

-

-

10,455,056.70

2,611,375.67

Changes in fair value of investments in other equity instruments

2,041,287,802.80

510,321,950.70

2,072,869,194.26

518,217,298.56

Fixed assets

701,682,752.08

175,420,688.02

598,280,030.92

149,570,007.73

Peruvian company Items

4,923,886,874.78

1,452,546,362.74

4,273,848,800.65

1,260,784,403.66

Total

7,666,857,429.66

2,138,289,001.46

6,955,453,082.53

1,931,183,085.62

3�� Details of unrecognised deferred income tax assets

Items

Closing balance

Opening balance

Deductible temporary differences

451,509,071.55

311,276,274.42

Deductible losses

45,230,736.87

52,281,675.20

Total

496,739,808.42

363,557,949.62

Note 20�� Other non-current assets

Items

Closing balance

Opening balance

Book balance

Provision for impairment

Carrying value

Book balance

Provision for impairment

Carrying value

Prepayment for acquisition of long-lived assets

50,458,715.61

 

50,458,715.61

15,586,434.83

 

15,586,434.83

Prepayment of works

28,736,034.88

 

28,736,034.88

 

 

 

Pre-project costs

165,386,924.34

 

165,386,924.34

 

 

 

Total

244,581,674.83

 

244,581,674.83

15,586,434.83

 

15,586,434.83

 

Note 21�� Short-term borrowings

1�� Classification of short-term borrowings

Items

Closing balance

Opening balance

Credit Borrowing

26,685,383,079.85

12,315,812,640.00

Accrued Interests Payable

66,977,608.25

-

Total

26,752,360,688.10

12,315,812,640.00

2�� As at December 31st, 2022, the Company has no unpaid past-due short-term borrowings.

Note 22�� Notes payable

Category

Closing balance

Opening balance

Bankers' acceptances

-

-

Commercial acceptances

1,482,159.19

11,199,405.85

Total

1,482,159.19

11,199,405.85

Note 23�� Accounts payable

Items

Closing balance

Opening balance

Within 1 year

910,046,019.40

680,434,521.38

1-2 years

30,257,663.35

1,971,500.06

2-3 years

221,015.34

114,503.22

More than 3 years

34,634.25

212,244.88

Total

940,559,332.34

682,732,769.54

Note 24�� Payable to employees

1�� Presentation of employee remuneration payables

Items

Opening balance

Increase during the period

Decrease during the period

Closing balance

Short-term remuneration

250,573,960.26

2,912,759,669.87

2,842,146,961.05

321,186,669.08

Post-employment benefits - defined contribution plan

3,118,815.02

322,697,638.62

319,755,519.27

6,060,934.37

Severance benefits

502,280.79

24,918,573.67

22,926,337.71

2,494,516.75

Total

254,195,056.07

3,260,375,882.16

3,184,828,818.03

329,742,120.20

2�� Presentation of short-term remuneration

Items

Opening balance

Increase during the period

Decrease during the period

Closing balance

Salaries, bonuses, allowances and subsidies

34,322,448.50

2,173,626,905.69

2,159,493,765.73

48,455,588.46

Employee benefit costs

3,000,859.52

214,692,595.11

217,151,618.99

541,835.64

Social security contributions

3,874,503.66

172,948,593.51

174,054,384.54

2,768,712.63

Of which: medical insurance premiums

3,141,861.08

163,057,930.18

163,431,078.63

2,768,712.63

Worker's compensation insurance premiums

-

4,784,559.49

4,784,559.49

-

Maternity insurance premiums

-

5,106,103.84

5,106,103.84

-

Other

732,642.58

 

732,642.58

-

Housing Provident Fund

-

139,393,035.73

139,376,054.85

16,980.88

Trade union funding and staff education funding

142,578,198.54

86,456,853.91

55,538,979.15

173,496,073.30

Short-term profit sharing schemes

66,797,950.04

83,426,753.30

55,774,271.30

94,450,432.04

Other short-term remuneration

-

42,214,932.62

40,757,886.49

1,457,046.13

Total

250,573,960.26

2,912,759,669.87

2,842,146,961.05

321,186,669.08

3�� Defined contribution plan presentation

Items

Opening balance

Increase during the period

Decrease during the period

Closing balance

Basic pension insurance

3,118,815.02

170,193,958.38

171,371,765.35

1,941,008.05

Unemployment insurance premiums

-

34,734,903.53

30,653,520.26

4,081,383.27

Corporate Pension Contributions

-

117,768,776.71

117,730,233.66

38,543.05

Total

3,118,815.02

322,697,638.62

319,755,519.27

6,060,934.37

Note 25�� Taxes payable

Tax items

Closing balance

Opening balance

VAT

567,977,646.27

1,928,606,817.22

Water Resources Tax

66,794,002.51

88,899,967.83

Corporate income tax

499,672,125.96

1,941,732,250.48

Personal income tax

91,230,346.76

94,173,211.67

Urban Maintenance and Construction Tax

33,988,977.64

79,117,589.24

Property tax

172,831,712.52

172,668,900.38

Land use tax

165,661,733.04

165,661,733.04

Education surcharge

28,970,538.24

50,009,979.30

Peruvian IGV tax

205,314,572.78

148,895,972.96

Other

15,476,696.08

46,644,281.82

Total

1,847,918,351.80

4,716,410,703.94

Note 26�� Other payables

Items

Closing balance

Opening balance

Interest payable

-

1,022,278,878.81

Dividends payable

33,217,087.18

27,118,308.84

Other payables

11,117,395,322.75

12,420,890,334.88

Total

11,150,612,409.93

13,470,287,522.53

 

Note: Other payables above represent other payables net of interest payable and dividends payable.

 

 (I) Other payables

Other payables by nature of payment

Nature of payment

Closing balance

Opening balance

Payment for work

8,877,560,354.47

10,412,152,730.41

Deposits and security deposits

253,563,742.66

337,788,203.25

Expenses to be paid

1,901,691,170.62

1,615,380,033.33

Other payments

84,580,055.00

55,569,367.89

Total

11,117,395,322.75

12,420,890,334.88

Significant other payables aged over one year

Name

Closing balance

Reasons for non-reimbursement or carry forward

Sundry Suppliers-Reimbursable contributions

46,515,511.24

Amount not due

China Gezhouba Group Co., Ltd.

36,863,512.00

Amount not due

Yangtze Three Gorges Industry Limited

35,751,188.33

Amount not due

Sichuan Road and Bridge Construction Co., Ltd.

16,715,016.58

Amount not due

Xinjiang Kunlun Road and Port Engineering Company

9,705,494.80

Amount not due

Total

145,550,722.95

 

Note 27�� Non-current liabilities due within one year

 

Items

Closing balance

Opening balance

Long-term loans due within one year

410,036,270.89

7,130,973,008.30

Bonds payable due within one year

6,287,904,932.47

10,256,856,642.21

Long-term payables due within one year

532,945,436.94

-

Lease liabilities due within one year

84,728,579.07

52,299,032.23

Accrued Interests Payable

880,678,041.64

-

Total

8,196,293,261.01

17,440,128,682.74

 

Note 28�� Other current liabilities

Items

Closing balance

Opening balance

Short-term financing notes

3,229,634,955.49

4,501,867,149.11

Sales tax to be transferred

969,747.43

192,774.18

Total

3,230,604,702.92

4,502,059,923.29

 

1�� Increase/decrease in short-term bonds payable

Bond Name

Par Value

Issuance Date

Maturity Period

Issuance amount

Opening Balance

2021 First Tranche Short Term Commercial Papers* note 1

2,500,000,000.00

2021/1/6

365 days

2,500,000,000.00

2,501,493,564.23

2021 Second Short Term Commercial Paper* note 2

2,000,000,000.00

2021/3/11

365 days

2,000,000,000.00

2,000,373,584.88

First Tranche of 2022 Ultra Short Term Commercial Papers* note 3

3,000,000,000.00

2022/7/13

134 days

 3,000,000,000.00

 

2022 First Tranche Short Term Commercial Papers* note 4

1,500,000,000.00

2022/11/14

365 days

 1,500,000,000.00

 

2022 Second Short Term Commercial Paper* note 5

1,500,000,000.00

2022/11/22

285 days

 1,500,000,000.00

 

I.C.P.LUZ DEL SUR 4P1EM S-A-FOURTH

120,000,000 Soles

2022/11/25

360 days

220,656,000.00

 

Total

 

 

 

10,720,656,000.00

4,501,867,149.11

Continued:

Bond Name

Current Issuance

Accrued Interest

Amortization of premium and discount

Current Repayment

Other Decrease

Closing balance

2021 First Tranche Short Term Commercial Papers* note 1

 

1,385,616.46

-1,493,564.23

2,501,385,616.46

 

 

2021 Second Short Term Commercial Paper* note 2

 

12,320,000.00

-373,584.88

2,012,320,000.00

 

 

First Tranche of 2022 Ultra Short Term Commercial Papers* note 3

2,999,517,515.73

21,476,712.33

482,484.27

3,021,476,712.33

 

 

2022 First Tranche Short Term Commercial Papers* note 4

1,500,000,000.00

4,726,027.40

132,328.77

 

 

1,504,858,356.17

2022 Second Short Term Commercial Paper* note 5

1,500,000,000.00

4,006,849.32

113,750.00

 

 

1,504,120,599.32

I.C.P.LUZ DEL SUR 4P1EM S-A-FOURTH* note 6

210,012,000.00

 

10,644,000.00

 

 

220,656,000.00

Total

6,209,529,515.73

43,915,205.51

9,505,413.93

7,535,182,328.79

 

3,229,634,955.49

Note 1: On January 6, 2021, the company issued the 1st tranche of commercial paper for 2021, with a face value of RMB 2.5 billion, a term of 365 days, a coupon rate of 2.89%, an interest start date of January 8, 2021, a maturity date of January 8, 2022, and a repayment method of one-time repayment of principal and interest at maturity.

Note 2: On March 11, 2021, the company issued the 2nd tranche of commercial paper for 2021, with a face value of RMB 2 billion, a term of 365 days, a coupon rate of 3.08%, an interest start date of March 15, 2021, a maturity date of March 15, 2022, and a repayment method of one-time repayment of principal and interest at maturity.

Note 3: On July 13, 2022, the company issued the 1st tranche of ultra-short-term commercial paper for 2022, with a face value of RMB 3 billion, a term of 134 days, a coupon rate of 1.95%, an interest start date of July 14, 2022, a maturity date of November 25, 2022, and a repayment method of one-time repayment of principal and interest at maturity.

Note 4: On November 14, 2022, the company issued the 1st tranche of commercial paper for 2022, with a face value of RMB 1.5 billion, a term of 365 days, a coupon rate of 2.5%, an interest start date of November 16, 2022, a maturity date of November 16, 2023, and a repayment method of one-time repayment of principal and interest at maturity.

Note 5: On November 22, 2022, the company issued the 2nd tranche of commercial paper for 2022, with a face value of RMB 1.5 billion, a term of 285 days, a coupon rate of 2.5%, an interest start date of November 23, 2022, a maturity date of September 4, 2023, and a repayment method of one-time repayment of principal and interest at maturity.

Note 6: On November 25, 2022, LUZ DEL SUR S.A.A., a subsidiary of the Company, issued I.C.P. LUZ DEL SUR 4P1EM S-A-FOURTH short-term bond with par value of 120 million Soles, maturity period of 360 days, and an annual interest rate of 8.09375%. The bond��s issuance date and maturity date are November 25, 2022 and November 20, 2023, respectively. Accrued interests shall be paid with principal at maturity.

 

Note 29�� Long-term borrowings

Borrowing category

Closing balance

Opening balance

Secured Borrowing

101,540,000.00

25,380,000.00

Credit Borrowing

38,926,002,993.29

43,544,966,174.56

Accrued Interests Payable

53,346,398.79

 

Less: Long-term loans due within one year

463,382,669.68

7,130,973,008.30

Total

38,617,506,722.40

36,439,373,166.26

Note 30�� Bonds payable

1�� Type of bonds payable

Items

Closing balance

Opening balance

Other bonds payable

44,734,741,512.93

44,235,754,153.20

Less: Bonds payable due within one year

7,114,509,882.02

10,256,856,642.21

Total

37,620,231,630.91

33,978,897,510.99

 



2�� Changes in bonds payable (excluding other financial instruments such as preference shares and perpetual debt classified as financial liabilities)

Bond Name

Par value

Issuance Date

Maturity Period

Issuance amount

Opening balance

Current Issuance

Accrued Interest

Amortization of premium and discounts

Current Decrease

Ending Balance

03 Three Gorges Bond

3,000,000,000.00

2003/8/1

30 years

3,000,000,000.00

2,987,601,058.64

��

145,800,000.00

1,069,885.02

145,800,000.00

2,988,670,943.66

15 CYPC MTN001

3,000,000,000.00

2015/9/10

10 years

3,000,000,000.00

2,992,005,694.13

��

135,000,000.00

2,158,226.12

135,000,000.00

2,994,163,920.25

16 CYPC 01

3,000,000,000.00

2016/10/14

10 years

3,000,000,000.00

2,998,985,794.27

��

100,500,000.00

239,868.57

100,500,000.00

2,999,225,662.84

18 CYPC MTN001

2,000,000,000.00

2018/12/3

5 years

2,000,000,000.00

1,988,029,655.44

��

61,690,000.00

1,199,342.83

2,050,918,998.27

��

19 CYPC MTN001

3,000,000,000.00

2019/3/13

5 years

3,000,000,000.00

2,996,548,842.83

��

71,034,000.00

1,798,029.56

916,034,000.00

2,153,346,872.39

19 CYPC MTN002

2,000,000,000.00

2019/8/7

5 years

2,000,000,000.00

1,997,216,469.95

��

62,705,315.07

1,198,686.37

102,705,315.07

1,958,415,156.32

19 CYPC 02

2,000,000,000.00

2019/9/3

5 years

2,000,000,000.00

1,999,426,216.80

��

76,000,000.00

239,737.27

76,000,000.00

1,999,665,954.07

20 CYPC 01

1,500,000,000.00

2020/1/7

3 years

1,500,000,000.00

1,499,745,468.93

��

50,550,000.00

299,726.28

1,550,595,195.21

��

20 CYPC 02

500,000,000.00

2020/1/7

5 years

500,000,000.00

499,835,864.54

��

18,500,000.00

59,934.32

18,500,000.00

499,895,798.86

20 CYPC (Epidemic Prevention and Control Bond) MTN001

2,500,000,000.00

2020/3/12

3 years

2,500,000,000.00

2,497,417,678.99

��

73,750,000.00

2,500,000.00

2,573,667,678.99

��

20 CYPC MTN002

2,500,000,000.00

2020/4/13

5 years

2,500,000,000.00

2,495,495,722.15

��

76,750,000.00

1,499,178.51

76,750,000.00

2,496,994,900.66

21 CYPC MTN001

2,500,000,000.00

2021/4/7

3 years

2,500,000,000.00

2,498,306,435.93

��

88,250,000.00

1,914,917.88

90,580,188.68

2,497,891,165.13

21 CYPC MTN002 (Sustainability-linked instruments)

1,000,000,000.00

2021/5/6

3 years

1,000,000,000.00

999,621,670.56

��

34,000,000.00

765,967.15

35,296,226.42

999,091,411.29

G21 CYPC 1

1,500,000,000.00

2021/6/17

5 years

1,500,000,000.00

1,499,699,216.35

��

55,950,000.00

71,960.57

55,950,000.00

1,499,771,176.92

21 CYPC 01

2,000,000,000.00

2021/11/8

3 years

2,000,000,000.00

1,999,570,381.48

��

61,000,000.00

159,854.01

61,000,000.00

1,999,730,235.49

22 CYPC MTN001* note 1

2,500,000,000.00

2022/1/4

3 years

2,500,000,000.00

��

2,494,575,471.70

71,506,849.32

1,888,686.13

71,506,849.32

2,496,464,157.83

G22 CYPC 1* note 2

500,000,000.00

2022/1/18

3 years

500,000,000.00

��

499,886,792.45

13,729,315.07

38,102.19

13,729,315.07

499,924,894.64

G22 CYPC 2* note 2

2,000,000,000.00

2022/1/18

5 years

2,000,000,000.00

��

1,999,547,169.81

60,828,493.15

91,478.64

60,828,493.15

1,999,638,648.45

22 CYPC MTN002A* note 3

2,000,000,000.00

2022/3/8

3 years

2,000,000,000.00

��

2,000,000,000.00

50,286,575.34

1,246,532.85

50,286,575.34

2,001,246,532.85

22 CYPC MTN002B* note 4

1,000,000,000.00

2022/3/8

5 years

1,000,000,000.00

��

1,000,000,000.00

27,991,232.88

374,096.39

27,991,232.88

1,000,374,096.39

G22 CYPC 3* note 5

1,500,000,000.00

2022/5/18

3 years

1,500,000,000.00

��

1,499,660,377.36

25,819,726.03

74,233.58

25,819,726.03

1,499,734,610.94

22 CYPC GN001* note 6

1,000,000,000.00

2022/8/25

5 years

1,000,000,000.00

��

998,759,433.96

9,589,041.10

157,447.97

9,589,041.10

998,916,881.93

B.C.LUZ DEL SUR 3P1EM S-A-THIRD

138,950,000.00 Soles

2014/6/5

10 years

138,950,000.00 Soles

221,986,520.00

��

1,230,986.50

33,514,740.00

1,230,986.50

255,501,260.00

B.C.LUZ DEL SUR 3P3EM S-A-THIRD

143,150,000.00 Soles

2014/9/22

15 years

143,150,000.00 Soles

228,696,440.00

��

5,032,365.32

34,527,780.00

5,032,365.32

263,224,220.00

B.C.LUZ DEL SUR 3P2EM S-A-THIRD

81,175,000.00 Soles

2015/9/3

11 years

81,175,000.00 Soles

129,685,180.00

��

4,311,809.48

19,579,410.00

4,311,809.48

149,264,590.00

B.C.LUZ DEL SUR 3P4EM S-A-THIRD

164,100,000.00 Soles

2016/7/14

9 years

164,100,000.00 Soles

262,166,160.00

��

9,188,832.97

39,580,920.00

9,188,832.97

301,747,080.00

B.C.LUZ DEL SUR 3P5EM S-A-THIRD

162,450,000.00 Soles

2017/2/7

6 years

162,450,000.00 Soles

259,530,120.00

��

7,538,921.86

39,182,940.00

306,251,981.86

 

B.C.LUZ DEL SUR 3P6EM S-A-THIRD

161,800,000.00 Soles

2017/12/14

10 years

161,800,000.00 Soles

258,491,680.00

��

840,633.16

39,026,160.00

840,633.16

297,517,840.00

B.C.LUZ DEL SUR 3P7EM S-A-THIRD

167,350,000.00 Soles

2018/10/30

10 years

167,350,000.00 Soles

267,358,360.00

��

3,688,463.63

40,364,820.00

3,688,463.63

307,723,180.00

B.C.LUZ DEL SUR 3P8EM S-A-THIRD

82,800,000.00 Soles

2019/4/3

7 years

82,800,000.00 Soles

132,281,280.00

��

2,218,613.33

19,971,360.00

2,218,613.33

152,252,640.00

B.C.LUZ DEL SUR 4P1EM S-A-FOURTH

168,500,000.00 Soles

2019/10/18

15 years

168,500,000.00 Soles

269,195,600.00

��

3,278,225.51

40,642,200.00

3,278,225.51

309,837,800.00

Total

 

 

 

 

33,978,897,510.99

10,492,429,245.28

1,408,559,399.72

325,436,222.21

8,585,090,747.29

37,620,231,630.91

 



Decrease in the current period include both bonds reclassified into non-current liabilities due within one year, and repayment of interests.

NOTE 1: The Company has completed the public issue of its mid-term bonds (first tranche) of 2022 (the ��22 CYPC MTN001��) on January 4, 2022, with par value of RMB 2.5 billion, interest rate of 2.9%, and a maturity period of 3 years. Accrued interests shall be paid annually and the last payment shall be made with principal on maturity.

NOTE 2: The Company has completed the public issue of its corporate green bonds (first tranche) of 2022 on January 17, 2022; the bond includes two types; Type I (the ��G22 CYPC1��) is with par value of RMB 500 million, interest rate of 2.88%, and a maturity period of 3 years, and Type II (the ��G22 CYPC2��) is with par value of RMB 2 billion, interest rate of 3.19%, and a maturity period of 5 years. Accrued interests shall be paid annually and the last payment shall be made with principal on maturity.

NOTE 3: The Company has completed the public issue of its mid-term bonds Type I of 2022 (the ��22 CYPC MTN002A��) on March 8, 2022, with par value of RMB 2.0 billion, interest rate of 3.09%, and a maturity period of 3 years. Accrued interests shall be paid annually and the last payment shall be made with principal on maturity.

NOTE 4: The Company has completed the public issue of its mid-term bonds Type II of 2022 (the ��22 CYPC MTN002B��) on March 8, 2022, with par value of RMB 1.0 billion, interest rate of 3.44%, and a maturity period of 5 years. Accrued interests shall be paid annually and the last payment shall be made with principal on maturity.

NOTE 5: The Company has completed the public issue of its corporate green bonds (second tranche) of 2022 (the ��22 CYPC3��) on May 19, 2022, with par value of RMB 1.5 billion, interest rate of 2.78%, and a maturity period of 3 years. Accrued interests shall be paid annually and the last payment shall be made with principal on maturity.

NOTE 6: The Company has completed the public issue of its mid-term green bonds (first tranche) of 2022 (the ��22 CYPC GN001��) on August 25, 2022, with par value of RMB 1.0 billion, interest rate of 2.8%, and a maturity period of 5 years. Accrued interests shall be paid annually and the last payment shall be made with principal on maturity.

 

Note 31�� Lease liabilities

Items

Closing balance

Opening balance

Lease payments

887,854,287.54

908,800,020.83

Less: Unrecognised financing costs

182,129,592.32

217,324,527.08

Subtotal present value of lease payments

705,724,695.22

691,475,493.75

Less: Lease liabilities due within one year

84,728,579.07

52,299,032.23

Total

620,996,116.15

639,176,461.52

 

Interest expense of RMB 32,193,694.01 was recognized on the lease liability during the period.

Note 32�� Long-term payables

Items

Closing balance

Opening balance

Long-term payables

 

11,855,875,004.42

Total

 

11,855,875,004.42

(I) Long-term payables

1�� Classification of long-term payables

Nature of payment

Closing balance

Opening balance

China Three Gorges Corporation's advance payment for project construction costs

 

11,832,945,436.94

Loans from shareholders of CYPC Andes Investments Limited (joint investor )

 

22,929,567.48

Total

 

11,855,875,004.42

The significant decrease in long-term payables at the end of the period was mainly due to repayments and non-current liabilities classified as due within one year.

 

Note 33�� Share capital

Items

Opening balance

Change during the period Increase (+) Decrease (-)

Closing balance

Issue of new shares

Share delivery

Transfer from provident fund

Other

Subtotal

 

Total number of shares

22,741,859,230.00

-

-

-

-

-

22,741,859,230.00

A description of the Company's share capital is set out in Note 1, Basic information about the Company, in this note.

Note 34�� Capital surplus

Items

Opening balance

Increase during the period

Decrease during the period

Closing balance

Equity premium

56,359,391,707.61

 

 

56,359,391,707.61

Other capital surplus

555,948,549.36

193,352,587.62

9,271,733.50

740,029,403.48

Total

56,915,340,256.97

193,352,587.62

9,271,733.50

57,099,421,111.09

The increase in capital surplus for the period was attributable to changes in the equity method of accounting for other than net profit or loss, other comprehensive income and profit distribution of the investee; the decrease was due to the transfer out of equity accounted investees.

 



Note 35�� Other comprehensive income

Items

Opening balance

Incurred during the period

Closing balance

Incurred before income tax for the period

Less: Transfer to profit or loss in the period from prior periods charged to other comprehensive income

Less: Transfer to financial assets measured at amortised cost in the period previously charged to other comprehensive income

Less: Transfer of hedging reserve to related assets or liabilities

Less: Income tax expense

Attributable to the parent company after tax

Attributable to minority shareholders after tax

Less: Carry forward Re-measurement of movements in defined benefit plans

Less: Transfer to retained earnings in the current period from prior periods charged to other comprehensive income

I. Other comprehensive income that cannot be reclassified to profit or loss

2,048,761,531.03

-194,211,428.53

 

 

 

-7,895,347.86

-186,316,080.67

 

 

5,372,687.93

1,857,072,762.43

1. Remeasurement of movements in defined benefit plans

 

 

 

 

 

 

 

 

 

 

 

2. Other comprehensive income that cannot be transferred to profit or loss under the equity method

625,079,710.68

-41,835,215.80

 

 

 

 

-41,835,215.80

 

 

4,261,467.19

578,983,027.69

3. Changes in fair value of investments in other equity instruments

1,423,681,820.35

-152,376,212.73

 

 

 

-7,895,347.86

-144,480,864.87

 

 

1,111,220.74

1,278,089,734.74

II. other comprehensive income to be reclassified to profit or loss

-1,729,845,726.61

2,545,934,401.25

-7,618,228.21

 

 

 

1,659,070,206.38

894,482,423.08

 

 

-70,775,520.23

1. Other comprehensive income available for transfer to profit or loss under the equity method

-83,441,857.10

96,410,282.45

-7,618,228.21

 

 

 

104,028,510.66

 

 

 

20,586,653.56

2. Translation differences on foreign currency statements

-1,646,403,869.51

2,449,524,118.80

 

 

 

 

1,555,041,695.72

894,482,423.08

 

 

-91,362,173.79

Total other comprehensive income

318,915,804.42

2,351,722,972.72

-7,618,228.21

 

 

-7,895,347.86 

1,472,754,125.71

894,482,423.08

 

5,372,687.93

1,786,297,242.20

 


Note 36�� Dedicated reserves

Items

Opening balance

Increase during the period

Decrease during the period

Closing balance

Safety Production Expense

 

43,999,669.33

43,999,669.33

 

Total

 

43,999,669.33

43,999,669.33

 

Note 37�� Surplus reserves

Items

Opening balance

Increase during the period

Decrease during the period

Closing balance

Statutory surplus

13,856,359,416.39

 

 

13,856,359,416.39

Arbitrary surplus

10,462,022,156.76

 

 

10,462,022,156.76

Other

1,140,860.78

 

 

1,140,860.78

Total

24,319,522,433.93

 

 

24,319,522,433.93

Note 38�� Unallocated profit

Items

This issue

Previous period

Unallocated profit at the end of the previous period before adjustment

76,768,181,760.95

67,815,084,345.02

Adjustments to total unappropriated profit at the beginning of the period (increase +, decrease -)

 

157,107,416.85

Adjustment to unallocated profit at the beginning of the period

76,768,181,760.95

67,972,191,761.87

Add: Net profit for the period attributable to owners of the parent

21,309,033,980.94

26,272,998,503.24

Other

5,372,687.93

31,786,839.75

Less: Withdrawal of statutory surplus

 

 

Withdrawal of arbitrary surplus

 

 

Drawdown of general risk allowance

 

 

Dividends payable on ordinary shares

18,541,437,830.22

15,919,301,461.00

Dividends on ordinary shares transferred to share capital

 

 

Other

 

1,589,493,882.91

Unallocated profit at the end of the period

79,541,150,599.60

76,768,181,760.95

 

According to the "Profit Distribution Plan for the Year of 2021 of the Company", which had been reviewed and approved at the general meeting of the Company on May 25th, 2022, cash dividends of RMB 0.8153 per share were distributed on a basis of total share capital of 22,741,859,230 shares, resulting in a total distribution of cash dividends of RMB 18,541,437,830.22.

Note 39�� Operating income and operating costs

1�� Operating income, operating costs

Items

Incurred during the period

Prior Period Incurred

Income

Costs

Income

Costs

Main Businesses

50,840,661,616.18

21,593,835,142.64

54,640,088,714.60

20,560,304,277.58

Other Operations

1,219,820,941.67

639,053,386.03

1,006,165,277.23

552,773,356.78

Total

52,060,482,557.85

22,232,888,528.67

55,646,253,991.83

21,113,077,634.36

 

Note 40�� Taxes and surcharges

Items

Incurred during the period

Prior Period Incurred

Urban Maintenance and Construction Tax

331,010,698.40

384,780,684.17

Education surcharge

165,971,156.45

188,265,468.11

Local education surcharge

110,647,437.65

125,513,896.77

Property tax

75,458,051.36

70,694,508.53

Stamp duty

17,732,858.28

20,704,410.38

Water Resources Tax

303,920,313.48

290,584,435.38

Land use tax

59,894,002.70

63,307,428.52

Other

7,336,242.96

19,769,358.74

Total

1,071,970,761.28

1,163,620,190.60

Note 41�� Selling expenses

Items

Incurred during the period

Prior Period Incurred

Staff remuneration

108,151,230.99

106,687,022.60

Travel expenses

1,906,681.58

2,372,366.27

Power Exchange Expense

11,521,087.64

5,230,209.78

Other costs

43,598,033.51

36,130,053.43

Total

165,177,033.72

150,419,652.08

 

Note 42�� Administrative expenses

Items

Incurred during the period

Prior Period Incurred

Staff remuneration

677,138,462.66

554,848,910.83

Depreciation and amortization

157,232,577.88

143,770,078.67

Hub-specific expenditure

62,646,270.53

59,908,986.02

Intermediary expenses

92,902,869.10

80,035,403.59

Property Management Expense

78,120,213.42

51,339,625.92

Other costs

292,242,786.55

469,862,975.94

Total

1,360,283,180.14

1,359,765,980.97

 

Note 43�� R&D expenses

Items

Incurred during the period

Prior Period Incurred

Staff remuneration

26,329,336.09

24,085,740.54

Depreciation

4,363,772.47

2,047,922.64

Project Costs

56,077,310.18

7,530,236.48

Other

2,884,732.02

5,752,935.22

Total

89,655,150.76

39,416,834.88

 

Note 44�� Financing expenses

Items

Incurred during the period

Prior Period Incurred

Interest expense

4,274,748,808.50

4,802,658,407.18

Less: Interest income

167,046,500.76

117,069,848.87

Foreign exchange gains and losses

-47,861,408.58

62,681,422.60

Bank charges and others

32,094,092.93

3,099,593.01

Total

4,091,934,992.09

4,751,369,573.92

 

Note 45�� Other gains

1�� Breakdown of other gains

Sources of generating other income

Incurred during the period

Prior Period Incurred

Government grants

705,978.80

1,089,511.76

Value added tax credit

-

59,712.94

Withholding fee refunds

2,442,588.10

2,721,907.24

VAT exemption

4,413.66

2,903.53

Total

3,152,980.56

3,874,035.47

 

Note 46�� Investment income

1�� Breakdown of investment income

Items

Incurred during the period

Prior Period Incurred

Income from long-term equity investments accounted for under the equity method

3,534,235,036.26

2,801,782,313.06

Investment income arising on disposal of long-term equity investments

715,206,720.79

550,917,728.36

Dividend income from investments in other equity instruments during the period in which they are held

257,471,030.24

231,710,374.30

Interest income earned on debt investments during the holding period

45,561,087.31

56,974,906.66

Investment income earned on other non-current financial assets held

31,185,099.01

191,212,601.83

Investment income from disposal of other non-current financial assets

424,836.50

1,579,280,167.99

Other

16,052,151.55

13,792,013.07

Total

4,600,135,961.66

5,425,670,105.27

 

Note 47�� Gain on changes in fair value

Sources of gains arising from changes in fair value

Incurred during the period

Prior Period Incurred

Other non-current financial assets

-385,326,649.11

-10,172,950.96

Financial liabilities held for trading

-

345,655,674.90

Total

-385,326,649.11

335,482,723.94

Note 48�� Credit impairment losses

Items

Incurred during the period

Prior Period Incurred

Doubtful debts losses

-9,975,574.59

-11,731,842.75

Total

-9,975,574.59

-11,731,842.75

Note 49�� Impairment losses on assets

Items

Incurred during the period

Prior Period Incurred

Loss on decline in value of inventories

-44,256,676.67

40,383,396.92

Impairment loss on long-term equity investments

-224,119,537.52

-

Total

-268,376,214.19

40,383,396.92

 

Note 50�� Gain on disposal of assets

Items

Incurred during the period

Prior Period Incurred

Gain on disposal of fixed assets

-52,126,114.24

13,911,487.71

Total

-52,126,114.24

13,911,487.71

 

Note 51�� Non-operating income

Items

Incurred during the period

Prior Period Incurred

Amount included in non-recurring profit or loss for the period

Government grants not related to ordinary activities

910,000.00

650,000.00

910,000.00

Other

1,167,623.07

29,651,675.23

1,167,623.07

Total

2,077,623.07

30,301,675.23

2,077,623.07

 

Note 52�� Non-operating expenses

Items

Incurred during the period

Prior Period Incurred

Amount included in non-recurring profit or loss for the period

External Donations

341,984,245.56

239,826,086.50

341,984,245.56

Loss on retirement of non-current assets

13,382,618.98

209,576.64

13,382,618.98

Depot maintenance expenditure

266,601,124.35

254,828,224.20

 

Other

2,781,061.22

2,267,644.79

531,061.22

Total

624,749,050.11

497,131,532.13

355,897,925.76

 

Note 53�� Income tax expense

1�� Income tax expense table

Items

Incurred during the period

Prior Period Incurred

Current income tax expense

4,640,131,497.63

5,680,598,075.20

Deferred income tax expense

23,956,870.18

243,302,237.99

Total

4,664,088,367.81

5,923,900,313.19

 

2��  Adjustment process of accounting profits and income tax expenses

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Consolidated total profits in the current year

26,313,385,874.24

Income taxes expense calculated at legal or applicable tax rate

6,578,932,041.07

Effect of different tax rates applicable to subsidiaries

-1,303,642,856.35

Effect of non-taxable income

-954,597,010.49

Effect of nondeductible cost, expense and loss

77,240,255.52

Effect from using the deductible losses of unrecognized deferred income tax assets

-3,520,064.70

Effect from deductible temporary balance or deductible losses of deferred income tax assets unrecognized in the current year

643,459.37

Miscellaneous

269,032,543.39

Income tax expenses

4,664,088,367.81

 

Note 54�� Items in the statement of cash flows

1. Cash received relating to other operating activities

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Current accounts

292,173,249.74

548,855,320.15

Interest incomes

167,046,500.76

117,069,848.87

Non-operating Incomes

12,591,981.02

29,159,425.69

Limited monetary funds and others

7,034,428.43

6,069,273.98

Total

478,846,159.95

701,153,868.69

 

2. Cash paid relating to other operating activities

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Current accounts

126,229,183.76

144,590,373.85

General and administrative expenses

402,432,750.75

409,612,652.85

Selling and distribution expenses

45,777,555.02

9,786,369.25

Bank service charges

4,169,896.09

4,497,920.14

Donations

341,984,245.56

237,337,816.30

R&D expense

506,365.39

2,357,002.21

Total

921,099,996.57

808,182,134.60

 

3. Cash received relating to other investing activities

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Net cash paid by subsidiaries

34,202,605.40 

 

Total

34,202,605.40

 

 

4. Cash paid relating to other investing activities

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Loss of control of subsidiary

1,615,875.87

 

Total

1,615,875.87

 

 

5. Other cash received relating to financing activities

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Joint Investor Shareholder Loans of Yangtze Andes Holding Co., Limited

 

1,160,432,406.00

Total

 

1,160,432,406.00

 

6. Cash paid relating to other financing activities

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Repayment of non-financial institution loans and interest

207,760,013.06

369,585,639.96

Payment for acquisition of minority shareholders' equity

-

3,623,555,518.50

Service charges for issuance of short-term commercial paper and bonds

14,802,766.66

20,268,731.18

Payment in installments for buying and constructing fixed assets

11,675,356,182.21

3,255,819,810.93

Payment of lease

242,352,390.52

81,871,397.49

Miscellaneous

4,463,727.79

2,755,899.28

Total

12,144,735,080.24

7,353,856,997.34

 

Note 55�� Supplementary information to the cash flow statement

1�� Supplementary information to the cash flow statement

Items

Amount for the period

Prior period amount

1. Reconciliation of net profit to cash flows from operating activities

 

 

Net profit

21,649,297,506.43

26,485,443,861.49

Add: Credit impairment losses

9,975,574.59

11,731,842.75

Provision for asset impairment

268,376,214.19

-40,383,396.92

Depreciation of fixed assets, depreciation of oil and gas assets, depreciation of productive biological assets

10,933,036,330.93

11,342,850,437.19

Depreciation of right-to-use assets

77,426,244.36

77,233,894.96

Amortisation of intangible assets

82,736,713.40

63,710,488.92

Amortisation of long-term amortised costs

23,171,469.76

13,745,840.10

Loss on disposal of fixed assets, intangible assets and other long-lived assets

(Income is shown with a "-" sign)

52,126,114.24

-13,911,487.71

Loss on scrapping of fixed assets (gain is shown with a "-" sign)

13,382,618.98

94,910.64

Loss on changes in fair value (gain is shown by a "-" sign)

385,326,649.11

-335,482,723.94

Finance costs (income is shown with a "-" sign)

4,078,176,234.68

4,864,242,121.91

Losses on investments (gains are shown with a "-" sign)

-4,600,135,961.66

-5,425,670,105.27

Decrease in deferred income tax assets (increase is shown with a "-" sign)

-27,737,412.13

143,275,154.08

Increase in deferred income tax liabilities (decrease is shown by a "-" sign)

51,694,282.31

100,027,083.91

Decrease in inventories (increase is shown with a "-" sign)

22,810,308.57

-123,854,061.03

Decrease in operating receivables (increase is shown with a "-" sign)

-535,309,875.83

-238,520,520.25 

Increase (decrease is shown by "-") in operating payables

-1,571,620,781.81

-1,192,071,607.57

Other

 

 

Net cash flows from operating activities

30,912,732,230.12

35,732,461,733.26

2. Significant investing and financing activities that do not involve cash receipts or disbursements

 

 

Conversion of debt to capital

 

 

Convertible corporate bonds due within one year

 

 

New right to use assets in the period

 

 

3. Net change in cash and cash equivalents

 

 

Closing balance of cash

9,302,181,506.57

9,924,779,599.67

Less: Opening balance of cash

9,924,779,599.67

9,224,213,791.79

Add: Closing balance of cash equivalents

 

 

Less: Opening balance of cash equivalents

 

 

Net increase in cash and cash equivalents

-622,598,093.10

700,565,807.88

 

2�� Net cash paid during the period for acquisition of subsidiaries

Items

Amount for the period

Cash or cash equivalents paid in the period for business combinations that occurred during the period

 12,600,000.00

Of which: Hunan Mingsheng New Energy Co., Ltd.

 12,600,000.00

Less: Cash and cash equivalents held by the Company on the date of purchase

46,802,605.40

Of which: Hunan Mingsheng New Energy Co., Ltd.

46,802,605.40

Net cash paid for acquisition of subsidiaries

-34,202,605.40

 

3�� Net cash received during the period from disposal of subsidiaries

Items

Amount for the period

Cash or cash equivalents received during the period on disposal of subsidiaries

 

Of which: Ma'anshan CYPC Modern Biomass Energy Co., Ltd.

 

Less: Cash and cash equivalents held by the company on the date of loss of control

1,615,875.87

Of which: Ma'anshan CYPC Modern Biomass Energy Co., Ltd.

1,615,875.87

Net cash received on disposal of subsidiaries

-1,615,875.87

4�� Total cash outflows relating to leases

The total cash outflow in relation to the lease for the period was RMB131,870,111.99.

5�� Composition of cash and cash equivalents

Items

Closing balance

Opening balance

I. Cash

9,302,181,506.57

9,924,779,599.67

Of which: cash on hand

4,135,792.89

7,869,287.15

Bank deposits readily available for disbursement

9,293,335,518.10

9,893,319,687.60

Other monetary funds readily available for disbursement

4,710,195.58

23,590,624.92

ii. cash equivalents

 

 

Of which: investments in bonds maturing within three months

 

 

III. Cash and cash equivalents balances at the end of the period

9,302,181,506.57

9,924,779,599.67

Of which: Restricted cash and cash equivalents used by the parent company or subsidiaries within the Group

 

 

 

Note 56�� Assets subject to restrictions on ownership or use

Items

Balance

Reason for restriction

Accounts receivable

1,157,786.12

Pledged loans

Fixed assets

64,563,890.59

Mortgages, outstanding title deeds

Intangible assets

25,457,871.00

No title deeds in place

Construction in progress

86,051,033.74

Mortgages

Total

177,230,581.45

 

 

Note 57�� Foreign currency monetary items

1�� Foreign currency monetary items

Items

Foreign currency balance at end of period

Converted exchange rates

Balance translated into RMB at the end of the period

Monetary funds

 

 

1,712,443,598.41

Of which: USD

192,550,440.66

6.9646

1,341,036,799.02

Euro

4,677,988.26

7.4229

34,724,239.06

Hong Kong Dollars

211,017,203.55

0.8933

188,501,667.93

Saul

72,872,514.04

1.8388

133,997,978.82

Rupees

461,984,155.70

0.0307

14,182,913.58

Accounts receivable

��

��

1,320,425,203.69

Of which: USD

3,523,114.06

6.9646

24,537,080.18

Saul

676,927,557.38

1.8388

1,244,734,392.50

Rupees

1,666,245,309.61

0.0307

51,153,731.01

Other receivables

��

��

99,481,926.89

Of which: USD

5,192,315.63

6.9646

36,162,401.44

Saul

34,414,166.30

1.8388

63,280,768.98

Rupees

1,262,425.73

0.0307

38,756.47

Debt investments

 

 

1,034,000,503.90

Of which: Euro

139,298,724.74

7.4229

1,034,000,503.90

Short-term borrowings

 

 

2,124,834,261.06

Of which: Saul

1,155,554,851.57

1.8388

2,124,834,261.06

Accounts payable

��

��

771,414,388.41

Of which: Saul

416,057,630.62

1.8388

765,046,771.18

Rupees

207,414,242.02

0.0307

6,367,617.23

Dividends payable

 

 

33,217,087.18

Of which: Saul

18,064,546.00

1.8388

33,217,087.18

Other payables

��

��

89,038,546.66

Of which: USD

2,277,346.66

6.9646

15,860,808.55

Hong Kong Dollars

90,000.00

0.8933

80,397.00

Saul

38,275,352.56

1.8388

70,380,718.28

Rupees

88,489,343.00

0.0307

2,716,622.83

Bonds payable

 

 

2,037,068,610.00

Of which: Saul

1,107,825,000.00

1.8388

2,037,068,610.00

Long-term borrowings

��

��

6,559,572,000.00

Of which: USD

750,000,000.00

6.9646

5,223,450,000.00

Euro

180,000,000.00

7.4229

1,336,122,000.00

Non-current liabilities due within one year

 

 

737,397,541.78

Of which: USD

1,416,666.67

6.9646

9,866,516.69

Euro

640,497.47

7.4229

4,754,348.67

Saul

393,069,760.94

1.8388

722,776,676.42

 

2�� Description of offshore business entity

Company name

Principal place of business

Local currency of account

Selection basis

China CYPC International (Hong Kong) Limited

Hong Kong

USD

Business mainly denominated and settled in this currency

China Three Gorges International Power Operations Co.

Hong Kong

USD

Business mainly denominated and settled in this currency

Grupo de Contratistas Internacionales S.A.C.

Lima, Peru

Saul

Business mainly denominated and settled in this currency

Los Andes Servicios Corporativos S.A.C.

Lima, Peru

Saul

Business mainly denominated and settled in this currency

Tecsur S.A.

Lima, Peru

Saul

Business mainly denominated and settled in this currency

Luz del Sur S.A.A.

Lima, Peru

Saul

Business mainly denominated and settled in this currency

Inmobiliaria Luz del Sur S.A.

Lima, Peru

Saul

Business mainly denominated and settled in this currency

Inland Energy S.A.C.

Lima, Peru

Saul

Business mainly denominated and settled in this currency

Note 58�� Government grants

1�� Basic information on government grants

Types of government grants

Incurred during the period

Presented items

Amount charged to current profit or loss

Provincial Industrial Development Emergency Fund from the Economic Operations Bureau of Chengdu High-tech Zone

500,000.00

Non-operating income

500,000.00

Research and Development Investment Subsidy Fund from the Industrial Information Business Technology Bureau of Yongshan County

410,000.00

Non-operating income

410,000.00

Incentive Policy Award from the Development and Reform Bureau of Jianghan District, Wuhan City (for Small and Medium-sized Enterprises)

85,000.00

Other gains

85,000.00

Integrated Water Resource Utilization Project Based on Reservoir Group in the Upper Reaches of Yangtze River

266,067.04

Other gains

266,067.04

Shore Power Project

354,911.76

Other gains

354,911.76

Stable Employment Subsidy

3,771,212.87

Elimination of costs and expenses

3,771,212.87

Total

5,387,191.67

 

5,387,191.67

VI. Changes in Consolidation Scope

 

(I) Business combination not under common control

 

1. Business combinations not under common control occurred in the current period

 

 

 

Name of the acquiree

Date of Acquisition

Equity Acquisition Cost

Shareholding Ratio (%)

Equity Acquisition Method

Date of Purchase

 

 

Basis for Determining the Date of Acquisition

Income of the acquired party from the date of acquisition to the end of the period

Net profit of the acquired party from the date of acquisition to the end of the period

Hunan Mingsheng New Energy Co., Ltd.

 

 

2022-2-28

 

 

1,260.00

 

 

60.00

 

 

Capital increase

 

 

2022-2-28

Complete the industrial and commercial change and actually pay the capital increase

 

 

28,301.89

 

 

48,912.35

 

The company increased the capital of Hunan Mingsheng New Energy Co., Ltd. in cash on February 28, 2022, and enjoy 60% of its equity.

 

2. Combination costs and goodwill

 

Combination Costs

Hunan Mingsheng New Energy Co., Ltd

Cash

12,600,000.00

Fair Value of Non-Cash Assets

 

Fair value of debt issued or assumed

 

Fair value of issued equity securities

 

Fair value of contingent consideration

 

Fair value on the purchase date of the equity held before the purchase date

 

Others

 

Total combined cost

12,600,000.00

Less: Fair value share of identifiable net assets acquired

 

9,929,070.25

The amount by which goodwill/combination costs are less than the share of the fair value of identifiable net assets acquired

 

2,670,929.75

 

 

3. The identifiable assets and liabilities of the acquiree on the date of purchase

  

Item

Hunan Mingsheng New Energy Co., Ltd

Fair value at date of purchase

Book value at date of purchase

Cash and bank balances

46,802,605.40

46,802,605.40

Accounts receivable

38,473,304.00

38,473,304.00

Other current assets

249,780.03

249,780.03

Fixed assets

39,795.00

46,581.64

Construction in progress

17,753,063.39

20,355,094.14

Intangible assets

147,800.00

141,641.65

Other non-current financial assets

27,287,799.18

27,287,799.18

Less: Borrowings

112,950,900.00

112,950,900.00

    Accounts payable

1,209,841.58

1,209,841.58

Employee compensation payable

40,001.30

40,001.30

Other current liabilities

4,953.70

4,953.70

Net assets

16,548,450.42

19,151,109.46

 Less: Minority interests

6,619,380.17

7,660,443.78

Net assets acquired

9,929,070.25

11,490,665.68

 

 

(II) Disposal of subsidiaries

 

1. Single disposal of investment in subsidiary resulting in loss of control

 

 

 

Subsidiary Name

Equity disposal price

Equity disposal ratio (%)

Equity Disposal Method

Date of Loss of Control

Basis for Determining the Date of Loss of Control

The difference between the disposal price and the share of the subsidiary's net assets at the level of the consolidated financial statements corresponding to the disposal investment

Ma'anshan Changdian Modern Biomass Energy Co., Ltd.

 

 

5,958,157.08

 

 

100.00

 

 

Listed for Sale

 

 

2022/12/31

 

 

*

 

 

15,724.78

 

(Continued)

 

 

 

 

Subsidiary Name

Proportion of remaining equity at date of loss of control (%)

Book value of remaining equity at date of loss of control

Fair value of remaining equity at date of loss of control

Gains or losses arising from remeasurement of remaining equity at fair value

Determination method and main assumptions of the fair value of the remaining equity on the date of loss of control

The amount of other comprehensive income related to the equity investment of the pre-subsidiary reclassified to profit or loss

Ma'anshan Changdian Modern Biomass Energy Co., Ltd.

 

 

100.00

 

 

��

 

 

��

 

 

��

 

 

��

 

 

��

 

* : Shanghai Electric Energy, a subsidiary of the company, signed the "Shanghai Property Rights Transaction Contract" with Wuhan Yangtze No. 2 Energy Co., Ltd. on December 30, 2022, and the "Equity Transfer Confirmation Letter" was signed and the relevant property transfer procedures were completed on December 31, 2022. On December 30, 2022, the first transfer payment of RMB 2.26863 million yuan was collected, and the remaining payment will be paid within ten months after the signing of the property rights transfer contract.

(III) Changes in the scope of consolidation for other reasons

 

  The Company has invested in the establishment of 2 companies in 2022:

S/N

Company name

Level

Reasons

1

Three Gorges Power (Tianjin) Co., Ltd.

Grade IV

Newly established

2

CYPC Cloud Power Generation (Yongren) Co., Ltd.

Grade IV

Newly established

 

 

The company has canceled 8 companies in 2022:

S/N

Company name

Level

Reasons

1

China Yangtze Power International (BVI) 1 Co., Ltd.

Grade IV

Canceled

2

China Yangtze Power International (BVI) 2 Co., Ltd.

Grade IV

Canceled

3

Inversiones en Servicios Electricos S.R.L.

Grade VII

Canceled

4

Peruvian Services Company S.R.L.

Grade VI

Canceled

5

Peruvian Services Company II S.R.L.

Grade VI

Canceled

6

Blue River Corp S.A.C.

Grade VII

Canceled

7

Andes Power S.A.C.

Grade VII

Canceled

8

Energy Business  International S.R.L.

Grade VI

Canceled

 

VII. Equity in Other Entities

1. Equity in subsidiaries

(1) Composition of the Enterprise Group

Name of subsidiary

Principal place of business

Registration place

Nature of business

Shareholding proportion (%)

Acquisition method

direct

indirect

CYPC Capital Holding Co., Ltd.

Yichang, Hubei

Yichang, Hubei

Equity investment

100.00

 

Established by investment

Beijing Yangtze Juyuan Investment Management Co., Ltd.

Beijing

Beijing

Equity investment

 

85.00

Established by investment

Three Gorges Jinsha River Chuanyun Hydropower Development Co., Ltd.

Chengdu, Sichuan

Chengdu, Sichuan

Hydropower development

100.00

 

Business combination

Three Gorges Power Co., Ltd.

Wuhan, Hubei

Wuhan, Hubei

Power Distribution and Sales

70.00

 

Established by investment

Three Gorges Electric Energy (Hubei) Co., Ltd.

Yichang, Hubei

Yichang, Hubei

Electricity sales, technology investment and development

 

51.00

Established by investment

Three Gorges Electric Energy (Shanghai) Co., Ltd.

Shanghai

Shanghai

Electricity and heat production and supply

 

100.00

Established by investment

Jiangsu Suqian CYPC Smart Energy Co., Ltd.

Suqian, Jiangsu

Suqian, Jiangsu

Biomass gas production and supply, electricity supply

 

100.00

Established by investment

Three Gorges Power (Tianjin) Co., Ltd.

Tianjin

Tianjin

Energy Management

 

100.00

Established by investment

Hunan Mingsheng New Energy Co., Ltd

Leiyang, Hunan

Leiyang, Hunan

Gas production and supply

 

60.00

Business combination

CYPC Sales Ltd.

Shanghai

Shanghai

Electricity and heat production and supply

100.00

 

Established by investment

CYPC Investment Management Co., Ltd.

Shanghai

Shanghai

Equity investment

100.00

 

Established by investment

CYPC Xinneng Co., Ltd.

Wuhan, Hubei

Wuhan, Hubei

Electricity and heat production and supply

100.00

 

Established by investment

CYPC Cloud Power Generation (Yongren) Co., Ltd.

Chuxiong, Yunnan

Chuxiong, Yunnan

Electricity and heat production and supply

 

51.00

Established by investment

China Yangtze Power International (Hong Kong) Co., Ltd.

Hong Kong

Hong Kong

Overseas investment

100.00

 

Established by investment

China Three Gorges International Power Operation Co., Ltd.

Hong Kong

Hong Kong

Operation and management of overseas power stations

 

80.00

Established by investment

CYPC International Energy Investment (Hainan) Co., Ltd.

Sanya

Sanya

Electricity and heat production and supply

 

100.00

Established by investment

Yangtze Andes Holding Co., Limited

Hong Kong

Hong Kong

Consulting services and operation management of energy investment, distribution, sales and generation

 

70.03

Established by investment

Andes Energy Investment Management Co., Ltd.

Lima, Peru

Lima, Peru

Management advisory

 

100.00

Established by investment

Grupo de Contratistas Internacionales S.A.C.

Lima, Peru

Lima, Peru

Emergency maintenance

 

100.00

Business combination

Los Andes Servicios Corporativos S.A.C.

Lima, Peru

Lima, Peru

Transportation services

 

100.00

Business combination

Tecsur S.A.

Lima, Peru

Lima, Peru

Project development and consultation

 

90.21

Business combination

Luz del Sur S.A.A.

Lima, Peru

Lima, Peru

transmission and distribution

 

97.14

Business combination

Inmobiliaria Luz del Sur S.A.

Lima, Peru

Lima, Peru

Investment and assets management

 

100.00

Business combination

Inland Energy S.A.C.

Lima, Peru

Lima, Peru

Power generation

 

100.00

Business combination

Ontario-Quinta S.R.L.

Lima, Peru

Lima, Peru

Shareholding platform

 

100.00

Business combination

Andes Bermuda Ltd.

Bermuda

Bermuda

Shareholding platform

 

100.00

Business combination

Peruvian Opportunity Company S.A.C.

Lima, Peru

Lima, Peru

Shareholding platform

 

100.00

Business combination

 

2. Equity in joint ventures or associates

 

Name of joint ventures or associates

Principal place of business

Registration place

Nature of business

Proportion of shareholding (%)

Accounting treatment methods for investment of joint ventures or associates

direct

indirect

Associates

 

 

 

 

 

 

Guangzhou Development Group Incorporated

Guangzhou

Guangzhou

Business Services

13.83

1.52

Equity method

Hubei Energy Group Co., Ltd.

Wuhan

Wuhan

Energy investment, development and management

25.12

3.99

Equity method

Three Gorges Capital Holdings Co., Ltd.

Beijing

Beijing

Business Services

10.00

 

Equity method

Sichuan Chuantou Energy Co., Ltd.

Chengdu

Chengdu

Electricity, heat production and supply industry

10.87

 

Equity method

Yunnan Huadian Jinsha River Middle Reaches Hydropower Development Co., Ltd.

Kunming

Kunming

Investment, construction and management of power station

23.00

 

Equity method

(2) Important joint ventures or associates

 

Note: Basis for holding less than 20% of voting rights but having significant influence:

The Company holds 10.00% shares of Three Gorges Capital Holdings Co., Ltd., assigns one director to it and has significant effect on it.

The Company holds 15.35% shares of Guangzhou Development Group Co., Ltd. (GDG), and assigns one director to GDG, and has a significant effect on GDG.

The Company holds 10.87% shares of Sichuan Chuantou Energy Co., Ltd., and assigns one director to it, and has a significant effect on it.

 


(3) Main financial information of important associates

Unit: yuan Currency: RMB

Items

Closing balance/Amount incurred in the current year

Hubei Energy Group Co., Ltd.

Sichuan Chuantou Energy Co., Ltd.

Yunnan Huadian Jinsha River Middle Reaches Hydropower Development Co., Ltd.

Three Gorges Capital Holding Co., Ltd.

Guangzhou Development Group Incorporated

Current assets

11,662,537,345.59

4,467,343,323.79

815,561,198.90

18,101,570,127.76

14,593,245,264.71

Non-current assets

67,812,347,117.64

50,246,473,543.81

23,571,765,509.33

52,320,679,153.35

47,370,276,975.68

Total assets

79,474,884,463.23

54,713,816,867.60

24,387,326,708.23

70,422,249,281.11

61,963,522,240.39

Current liabilities

14,323,658,700.96

7,937,777,698.49

2,280,001,613.57

17,034,750,832.61

17,218,164,992.30

Non-current liabilities

28,428,017,199.20

11,577,194,629.69

12,762,247,084.38

17,397,109,072.88

18,189,385,915.88

Total liabilities

42,751,675,900.16

19,514,972,328.18

15,042,248,697.95

34,431,859,905.49

35,407,550,908.18

Minority interests

6,034,437,486.73

1,382,016,851.82

60,951,767.55

0.00

2,317,528,518.62

Equity attributable to shareholders of the parent company

30,688,771,076.34

33,816,827,687.60

9,284,126,242.73

35,990,389,375.62

24,238,442,813.59

Shares of net assets calculated as per the shareholding proportion

8,968,199,127.08

3,675,239,465.31

2,135,349,035.83

3,599,038,937.56

3,721,221,524.52

Adjustments

178,732,867.58

1,612,420,459.47

3,128,925,282.61

-49,031,420.78

367,222,396.20

--Goodwill

178,732,867.58

1,612,420,459.47

3,128,925,282.61

 

367,222,396.20

--Unrealized profit of internal transaction

 

 

 

 

 

--Others

 

 

 

-49,031,420.78

 

Book value of equity investments in associates

9,146,931,994.66

5,287,659,924.78

5,264,274,318.44

3,550,007,516.78

4,088,443,920.72

Fair value of equity investments in associates with public offer

8,030,640,093.00

5,928,853,040.40

 

 

3,019,773,081.90

Revenue

20,578,214,751.99

1,420,414,976.88

3,823,947,272.52

1,261,340,401.17

47,849,586,342.05

Net profit

1,024,448,275.30

3,572,311,798.95

1,195,415,783.05

3,738,374,193.47

1,170,973,581.74

Net profit from discontinued operations

 

-449,478.63

 

 

 

Other comprehensive income

359,089,466.35

356,827,139.25

-22,984,000.00

-286,741,111.82

-116,355,230.07

Total comprehensive income

1,383,537,741.65

3,929,138,938.20

1,172,431,783.05

3,451,633,081.65

1,054,618,351.67

Dividend received from associates this period

286,808,574.75

193,911,792.00

98,462,883.18

81,325,698.22

54,410,325.80

(Continued)

Items

Opening balance/Amount incurred in the previous year

Hubei Energy Group Co., Ltd.

Sichuan Chuantou Energy Co., Ltd.

Yunnan Huadian Jinsha River Middle Reaches Hydropower Development Co., Ltd.

Three Gorges Capital Holding Co., Ltd.

Guangzhou Development Group Incorporated

Current assets

12,318,487,474.41

4,096,174,875.51 

1,174,106,486.47

27,448,175,230.21

17,144,911,700.22

Non-current assets

60,765,086,020.43

44,371,114,424.87  

24,596,574,319.16

56,211,963,603.96

41,718,363,663.04

Total assets

73,083,573,494.84

48,467,289,300.38 

25,770,680,805.63

83,660,138,834.17

58,863,275,363.26

Current liabilities

14,551,091,411.35

7,824,725,409.60 

2,219,426,813.16

18,895,401,529.54

14,943,448,211.55

Non-current liabilities

22,167,207,954.74

8,353,165,299.75  

15,007,163,759.85

31,594,048,596.54

16,887,309,189.25

Total liabilities

36,718,299,366.09

16,177,890,709.35 

17,226,590,573.01

50,489,450,126.08

31,830,757,400.80

Minority interests

5,935,348,961.62

1,041,984,172.84 

6,336,418.60

0.00

2,939,847,789.45

Equity attributable to shareholders of the parent company

30,429,925,167.13

31,247,414,418.19 

8,537,753,814.02

33,170,688,708.09

24,092,670,173.01

Shares of net assets calculated as per the shareholding proportion

8,707,756,719.98

3,452,839,293.21 

1,963,683,377.22

3,317,068,870.81

3,698,841,692.12

Adjustments

115,310,728.68

1,576,336,204.81 

3,128,258,113.05

-53,810,257.91

229,892,350.61

--Goodwill

119,909,672.06

1,576,336,204.81 

3,128,744,737.97

 

346,391,247.01

--Unrealized profit of internal transaction

 

 

 

 

 

--Others

-4,598,943.38

 

-486,624.92

-53,810,257.91

-116,498,896.40

Book value of equity investments in associates

8,823,067,448.66

5,029,175,498.02 

5,091,941,490.27

3,263,258,612.90

3,928,734,042.73

Fair value of equity investments in associates with public offer

9,757,700,756.92

6,087,409,000.00 

 

 

4,396,354,324.64

Revenue

22,628,852,706.05

1,263,333,300.61 

2,868,755,165.41

1,293,978,088.73

37,898,178,594.23

Net profit

2,415,129,473.08

3,135,899,135.12 

476,230,048.67

4,095,572,170.97

-102,276,146.58

Net profit from discontinued operations

 

-350,009.21

 

 

 

Other comprehensive income

-38,671,956.75 

1,006,892,732.50  

1,935,082.60

214,995,574.86

129,423,037.86

Total comprehensive income

2,376,457,516.33

4,142,791,867.62 

478,165,131.27

4,310,567,745.83

27,146,891.28

Dividend received from associates this period

223,458,795.96

235,126,593.34  

18,225,200.00

216,700,282.70

92,497,553.86

 

 


(4) Summary of financial information of insignificant joint ventures and associates

Items

Closing balance/Amount incurred in the current year

Opening balance/Amount incurred in the previous year

Joint venture:

 

 

Total investment book value

346,935,808.24

342,948,307.69

Total (calculated by shareholding proportion)

 

 

-- Net profit

-4,551,140.88

-2,098,086.19

-- Other comprehensive income

 

 

-- Total comprehensive income

-4,551,140.88

-2,098,086.19

Total investment book value

39,481,812,735.01

34,237,719,208.43

Total (calculated by shareholding proportion)

 

 

-- Net profit

1,960,318,549.27

1,146,887,711.32

-- Other comprehensive income

14,706,863.22

81,746,423.80

-- Total comprehensive income

1,975,025,412.49

1,228,634,135.12

 

(5) Unconfirmed commitments related to investments in joint ventures

The Company has no commitments that need to be disclosed.

 

(6) Contingent liabilities for investment in joint ventures or associates

Hunan Taohuajiang Nuclear Power Co., Ltd. (hereinafter referred to as Taohuajiang Nuclear Power) is an investee company of the Company and the Company holds 19.43% of equity interest to the company. To guarantee the smooth financing of Taohuajiang Nuclear Power Plant, the Company provides financing guarantee for Taohuajiang Nuclear Power Plant.

On August 31, 2019, the Company published an announcement relating to Continuing to Provide Financing Guarantee and Related Transactions for Hunan Taohuajiang Nuclear Power Co., Ltd., and agreed to provide the financing guarantee for Taohuajiang Nuclear Power. On October 15, 2019, this guarantee was approved at the second extraordinary general meeting of 2019. On November 25, 2019, the Company signed the guarantee agreement with certain counter parties and the guarantees are general liability guarantee and guarantee period is two years from the expiration of terms of borrowings.

As at December 31, 2022, the Company accordingly bore a guarantee liability of RMB 161,468,000 yuan of the borrowing in proportion to its shareholding.

 

VIII. Risks related to financial instruments

The company's main financial instruments include monetary funds, equity investment, debt investment, borrowings, accounts receivable and accounts payable.Faced with the risks of various financial instruments in daily activities, mainly including credit risk, liquidity risk and market risk. The risks associated with these financial instruments and the risk management policies adopted by the Company to mitigate these risks are as follows:

1. Credit risk

Credit risk refers to the risk that the counterparty fails to perform its contractual obligations, resulting in financial losses to the Company. The management has formulated appropriate credit policies and continuously monitors the exposure to credit risks.

The company continuously monitors the balance of notes receivable, accounts receivable and recovery for customers with bad credit records, the company will use written reminders, shorten the credit period or cancel the credit period to ensure that the company will not face major credit losses. In addition, the company reviews the recovery of financial assets on each balance sheet date to ensure that the relevant financial assets have adequate provision for expected credit losses.

The company's other financial assets include monetary funds, other receivables, debt investments, etc. The credit risk of these financial assets comes from the default of the counterparty, and the maximum credit risk exposure is the book amount of each financial asset in the balance sheet.

The monetary funds held by the company are mainly deposited in financial institutions such as government owned holding banks and other large and medium-sized commercial banks. The management believes that these commercial banks have relatively high reputation and asset status, there is no significant credit risk, and no significant losses will occur due to the default of the counterparty.

As of December 31, 2022, the book balances and expected credit impairment losses of related assets are as follows:

 

Items

Book balance

Provision for impairment

Notes receivable

278,144.44

 

Accounts receivable

4,421,484,987.43

25,143,894.46

Other accounts receivable

836,834,153.01

2,205,500.63

Debt investments

1,034,000,503.90

 

Estimated liabilities

50,640,048.92

 

Total

6,343,237,837.70

27,349,395.09

On December 31, 2022, the amount of financial guarantee provided by the Company was RMB 161.468 million. For details of the financial guarantee contract, please refer to Note X. Except for this financial guarantee, the company has not provided any other guarantees that may expose the company to credit risk.

The Company's main customers are State Grid Corporation of China, China Southern Power Grid Co., Ltd., etc. These customers have a reliable and good reputation. Therefore, the Company believes that these customers have no major credit risks.

2. Liquidity risk

Liquidity risk refers to the risk of shortage of funds when the Company fulfills the obligation of settlement by delivery of cash or other financial assets.The company continues to monitor short-term and long-term capital needs to ensure that it maintains sufficient cash reserves; at the same time, it continuously monitors whether it complies with the provisions of the loan agreement, and obtains commitments from major financial institutions to provide sufficient backup funds to meet short-term and long-term capital needs. 



As of December 31, 2022, the Company's financial liabilities and off-balance-sheet guarantee items are listed as follows based on the undiscounted contractual cash flow according to the remaining term of the contract:

 

Item

Within 1 year

1-2 years

2-5 years

Over 5 years

Total

Short-term borrowings

26,752,360,688.10

 

 

 

26,752,360,688.10

Accounts payable

940,559,332.34

 

 

 

940,559,332.34

Long-term borrowings

 

19,586,206,722.40

18,957,120,000.00

74,180,000.00

38,617,506,722.40

Bonds payable

 

11,863,642,054.69

21,887,133,432.56

3,869,456,143.66

37,620,231,630.91

Other current liabilities

3,229,634,955.49

 

 

 

3,229,634,955.49

Non-current liabilities due within 1 year

8,111,564,681.94

 

 

 

8,111,564,681.94

Total

39,034,119,657.87

31,449,848,777.09

40,844,253,432.56

3,943,636,143.66

115,271,858,011.18

 

3. Market risk

(1) Exchange rate risk

The company's rincipal operations lie in China, and its main business is settled in RMB. However, foreign currency assets and liabilities recognized by the Company and future foreign currency transactions (foreign currency assets and liabilities and foreign currency transactions are mainly denominated in HKD, USD, SOL and Euro) are still subject to exchange rate risks. The company is responsible for monitoring the scale of the company's foreign currency transactions and foreign currency assets and liabilities, so as to minimize the exchange rate risk it faces.


As of December 31, 2022, the amount of foreign currency financial assets and foreign currency financial liabilities held by the Company that is converted into RMB are set out as follows:

 

Items

Ending balance

USD items

HKD items

EUR items

PKR items

Sol items

Total

Foreign currency financial assets:

 

 

 

 

 

 

Cash and bank balances

1,341,036,799.02

188,501,667.93 

34,724,239.06 

14,182,913.58 

133,997,978.82 

1,712,443,598.41

Accounts receivable

24,537,080.18 

��

��

51,153,731.01 

1,244,734,392.50 

1,320,425,203.69 

Other receivables

36,162,401.44 

��

��

38,756.47 

63,280,768.98 

99,481,926.89 

Debt investments

��

��

1,034,000,503.90

��

��

1,034,000,503.90

Long-term equity investments

 

 

165,476,726.95

 

 

165,476,726.95

Investment in other equity instruments

 

3,298,494,967.24

 

 

 

3,298,494,967.24

Other non-current financial assets

 

358,177,435.10

 

 

 

358,177,435.10

Sub-total

1,401,736,280.64

3,845,174,070.27 

1,234,201,469.91

65,375,401.06 

1,442,013,140.30 

7,988,500,362.18

Foreign currency financial liabilities:

 

 

 

 

 

 

Short-term borrowings

��

��

��

��

2,124,834,261.06

2,124,834,261.06

Dividends payable

 

 

 

 

33,217,087.18

33,217,087.18

Accounts payable

��

��

��

6,367,617.23

765,046,771.18

771,414,388.41

Other payables

15,860,808.55

80,397.00

��

2,716,622.83

70,380,718.28

89,038,546.66

Non-current liabilities due within one year

9,866,516.69

 

4,754,348.67

0.00

722,776,676.42

737,397,541.78

Other non-current liabilities

 

 

 

 

220,656,000.00

220,656,000.00

Long-term borrowings

5,223,450,000.00

��

1,336,122,000.00

��

 

6,559,572,000.00

Bonds payable

 

 

 

 

2,037,068,610.00

2,037,068,610.00

Sub-total

5,249,177,325.24

80,397.00

1,340,876,348.67

9,084,240.06

5,973,980,124.12

12,573,198,435.09

As of December 31, 2022, for various foreign currency financial assets and foreign currency financial liabilities of the Company, if the RMB appreciates or depreciates by 10% against each foreign currency while other factors remain unchanged, the Company's net profit will decrease or increase by approximately RMB 102.9591 million yuan. 

 


(2) Interest rate risk

 

Interest rate risks of the Company are mainly produced in bank loans, bonds payable, and long-term payables etc. Due to financial liabilities with floating interest rate, the Company faces cash flow interest rate risk; due to financial liabilities with fixed interest rate, the Company faces fair value interest rate risk. The Company decides the relative proportion of the fixed interest rate and floating interest rate contracts in accordance with the current market environment.

The Company constantly monitors interest rate level of the Company. Rising of interest rates would add costs of new interest-bearing debts and interest exchange of unsettled interest-bearing debts of the Company calculated as per the floating interest rate, and would have significant adverse effects on financial performance of the Company. Management will make timely adjustments based on the latest market conditions.

As of December 31, 2022, The company's long-term interest-bearing debts are mainly long-term loans, bonds payable and long-term payables. Long-term loans and long-term payables are mainly floating rate contracts denominated in RMB, the amount is RMB 32.618 billion yuan. See Note V, 27 and 29 for details.

Analysis on sensitivity:

As of December 31, 2022, in case the borrowing rate calculated as per the floating interest rate rises or falls by 50 basis points while other factors remain unchanged, the net profit of the Company would decrease or increase by about RMB 122.3086 million.

The above sensitivity analysis assumes that the interest rate changes on the balance sheet date, and applied to all long-term interest-bearing floating rate contracts such as borrowings and bonds payable obtained at the company's floating rate.

(3) Price risk

Price risk refers to the risk of fluctuations in market prices other than exchange rate risk and interest rate risk, mainly due to changes in commodity prices, stock market indexes, equity instrument prices and other risk variables.

The price risk of equity instrument investment refers to the risk that the fair value of equity securities will be reduced due to changes in the stock index level and the value of individual securities. The company mainly invests in stocks and funds listed on the stock exchange, and the maximum market price risk it faces is determined by the fair value of the financial instruments it holds.

The company conducts daily tracking and management of the price of financial assets, and takes timely management measures according to changes in the market environment.

IX. Disclosure of Fair Value

1. Financial instruments measured at fair value

The company listed the book value of financial asset instruments measured at fair value on December 31, 2022 according to three levels of fair value. When the fair value is classified into three levels as a whole, it is based on the lowest level among the three levels to which each important input value used in fair value measurement belongs. The three levels are defined as follows:

Level 1: It is an unadjusted quoted price in an active market for the same asset or liability that can be obtained on the measurement date;

Level 2: It is the directly or indirectly observable input value of the relevant asset or liability other than the input value of the first level; Input values at the second level include: 1) quoted prices for similar assets or liabilities in active markets; 2) quoted prices for the same or similar assets or liabilities in an inactive market; 3) observable input values other than quoted prices, including observable interest rates and yield curves, implied volatility and credit spreads during normal quoted prices intervals; 4) Input values for market verification, etc.

Level 3: It is an unobservable input value of related assets or liabilities.

2. Fair value measurement at the end of the period

(1) Continuous fair value measurement

Unit: yuan Currency: RMB

Items

Ending fair value

Level 1 fair value measurement

Level 2 fair value measurement

Level 3 fair value measurement

Total

Subtotal of financial assets at fair value through profit or loss

 

 

 

 

Other equity instrument investment

3,298,494,967.24

��

13,807,583.84

3,312,302,551.08

Other non-current financial assets

1,338,342,690.83

��

273,046,935.36

1,611,389,626.19

Total assets

4,636,837,658.07

��

286,854,519.20

4,923,692,177.27

3. Determination of market prices of each item is subject to continuous and non-continuous level 1 fair value measurement

Equity instruments investments of the Company measured by recurring level 1 fair value are A-shares and H-shares held by the Company; determination basis of market price is the closing price of the last trading day at the end of the period.

4. Valuation techniques and qualitative and quantitative information about key parameters of items subject to continuous and non-continuous level 2 fair value measurement

The Company did not adopt continuous second-level fair value measurement items.

5. Valuation techniques and qualitative and quantitative information about key parameters of items subject to continuous and non-continuous level 3 fair value measurement

The Company adopts continuous level 3 fair value measurement items as unlisted equity instrument investments, and the fair value of unlisted equity instrument investments is valued according to its net assets.

6. For continuous fair value measurement items, if there is a conversion between levels during the current period, the reason for the conversion and the policy for determining the time point of the conversion

Items of the Company measured by recurring fair value did not have any transfer between different levels during the period.

7. Change of valuation techniques incurred during the current year and the reasons thereof

There is no change on valuation techniques during the current period for the Company.

8.  Fair value of financial assets and financial liabilities not measured at fair value

Financial assets and liabilities not measured at fair value mainly include: accounts receivable, debt investment, short-term borrowings, accounts payable, non-current liabilities due within 1 year and long-term borrowings, equity instrument investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured.

The difference between the book value of the above-mentioned financial assets and liabilities not measured at fair value and the fair value is very small.

X. Related Parties and Related Party Transactions

1. Controlling shareholder and ultimate controlling party

 

Name of controlling shareholder and ultimate controlling party

Registration place

Nature of business

Registered Capital

Proportion of shareholding in the Company (%)

Proportion of voting right in the Company (%)

China Three Gorges Corporation

Wuhan City

Large-scale hydropower project development and operation

211,500,000,000.00

52.25

52.25

2. For details of subsidiaries, please refer to ��Note VII.1. (1) Composition of the Enterprise Group��.

3. Joint ventures and associates

For details of important joint ventures or associates of the Company, please refer to ��Note VII.2. (1) Important joint ventures or associates��.

The information of other joint ventures or associated enterprises which produced balance for conducting related-party transaction with the Company in this year or in the earlier period is shown as follows:

Name of joint venture or associates

Relationship with the Company

Yunxia Electric Power (Yunnan) Co., Ltd.

Joint Ventures

Three Gorges Electric Energy (Anhui) Co., Ltd.

Joint Ventures

Yangtze Smart Distributed Energy Co., Ltd.

Joint Ventures

Three Gorges Electric Energy (Guangdong) Co., Ltd

Joint Ventures

Shaanxi Yan'an Electric Industry Co., Ltd.

Associates

Chongqing Three Gorges Water Conservancy and Electric Power Co., Ltd.

Associates

Three Gorges Base Development Co., Ltd.

Associates

Three Gorges Hi-Tech Information Technology Co., Ltd.

Associates

Three Gorges Finance Co., Ltd.

Associates

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

Associates

Chongqing Fuling Energy Industry Group Co., Ltd.

Associates

Zhengzhou Hydraulic Machinery Co., Ltd.

Associates

Yichang Yangtze River Three Gorges Shore Power Operation Service Co., Ltd.

Associates

Hunan Taohuajiang Nuclear Power Co., Ltd.

Associates

Hubei Qingneng Investment and Development Group Co., Ltd.

Associates

Three Gorges Electric Power (Xi'an) Co., Ltd.

Associates

4. Other related parties

 

Name of other related parties

Relationship with the Company

The Three Gorges Industrial Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Ecological Environment Co., Ltd.

Enterprises controlled by controlling shareholders

China Three Gorges Construction Engineering Corporation

Enterprises controlled by controlling shareholders

Three Gorges Materials Tendering Management Co., Ltd.

Enterprises controlled by controlling shareholders

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

Enterprises controlled by controlling shareholders

Pakistan Branch of China Three Gorges Corporation's Technology and Economic

Enterprises controlled by controlling shareholders

Three Gorges Tourism Development Co., Ltd.

Enterprises controlled by controlling shareholders

Shanghai Investigation, Design & Research Institute Co., Ltd.

Enterprises controlled by controlling shareholders

Yangtze Three Gorges Water Service (Yichang) Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Mechanical and Electrical Engineering Technology Co., Ltd.

Enterprises controlled by controlling shareholders

The Institute of Chinese Sturgeon of China Three Gorges Corporation

Enterprises controlled by controlling shareholders

The Three Gorges Ecological Garden Co., Ltd.

Enterprises controlled by controlling shareholders

China Three Gorges Publishing and Media Co., Ltd.

Enterprises controlled by controlling shareholders

Beijing Rongneng Property Brokerage Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Asset Management Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges International Tendering Co., Ltd.

Enterprises controlled by controlling shareholders

Yangtze River Three Gorges (Chengdu) Electronic Commerce Co., Ltd.

Enterprises controlled by controlling shareholders

Beijing IWHR Technology Co.,Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

Enterprises controlled by controlling shareholders

China Three Gorges International Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Pakistan No. 1 Wind Power Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Pakistan No. 2 Wind Power Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Pakistan No. 3 Wind Power Co., Ltd.

Enterprises controlled by controlling shareholders

China International Water & Electric Corporation

Enterprises controlled by controlling shareholders

Three Gorges CYPC Big Data Technology (Yichang) Co., Ltd.

Enterprises controlled by controlling shareholders

Karot Power Company (Private) Limited

Enterprises controlled by controlling shareholders

Three Gorges International Energy Investment Group Co., Ltd.

Enterprises controlled by controlling shareholders

Yichang Three Gorges Duoneng Asset Management Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Finance (Hong Kong) Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Group Media (Yichang) Co., Ltd.

Enterprises controlled by controlling shareholders

Yichang Great Three Gorges International Travel Agency Co., Ltd.

Enterprises controlled by controlling shareholders

China Three Gorges (Portugal) Co., Ltd.

Enterprises controlled by controlling shareholders

Three Gorges Asset Management (Shanghai) Co., Ltd.

Enterprises controlled by controlling shareholders

Yangtze Three Gorges Nengshida Electric Co., Ltd.

Associated companies within the group

Yangtze River Survey, Planning, Design and Research Co., Ltd.

Associated companies within the group

Beijing IWHR Technology Co.,Ltd.

Associated companies within the group

Chongqing CYPC United Energy Co., Ltd.

Subsidiaries of joint ventures

CYPC Energy (Shanghai) Co., Ltd.

Subsidiaries of joint ventures

5. Related-party transaction

(1) For subsidiaries that have a control relationship and have been included in the scope of the company's consolidated financial statements, their mutual transactions and parent-subsidiary transactions have been offset.

(2) Related party transactions of purchasing goods/receiving services

 Unit: RMB 10,000      Currency: RMB

Related party

Content of related transactions

Amount incurred in current year

Amount incurred in previous year

Controlling shareholder and ultimate controlling party

��

 

 

China Three Gorges Corporation

Entrusted management and provision of labor services

4,226.02

3,309.77

Joint ventures or associates

 

 

 

Three Gorges Base Development Co., Ltd.

Property management, entrusted management, maintenance, etc

2,253.08

2,262.83

Three Gorges Hi-Tech Information Technology Co., Ltd.

Entrusted management, equipment procurement, acceptance of labor services

2,278.59

2,172.94

Three Gorges Finance Co., Ltd.

Letter of guarantee fees, agency fees, electricity fee

491.83

562.12

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

Receiving services

1,041.52

210.29

Zhengzhou Hydraulic Machinery Co., Ltd.

Engineering labor, construction and installation

295.87

��

Jingzhou Distributed Energy Co., Ltd.

Receiving services

200.92

��

Three Gorges Electric Energy (Anhui) Co., Ltd.

Receiving services

119.17

��

Chongqing Fuling Energy Industry Group Co., Ltd.

House renovation

11.02

��

Three Gorges Electric Energy (Guangdong) Co., Ltd

Receiving services

1.32

��

Three Gorges Electric Power (Xi'an) Co., Ltd.

Receiving services

5.66

��

Chongqing Three Gorges Water Conservancy and Electric Power Co., Ltd.

Receiving services

��

4,133.08

Yunxia Electric Power (Yunnan) Co., Ltd.

Receiving services

130.03

115.87

Enterprises controlled by controlling shareholders

 

 

 

The Three Gorges Industrial Co., Ltd.

Entrusted management, electricity sales, property management, etc.

46,568.38

37,741.61

Three Gorges Ecological Environment Co., Ltd.

Entrusted management, equipment and facilities maintenance, etc.

15,854.80

16,389.61

China Three Gorges Construction Engineering Corporation

Entrusted management

11,150.60

12,568.57

Three Gorges Materials Tendering Management Co., Ltd.

Acceptance of labor services, material procurement and insurance, storage management fees, etc.

9,891.94

9,088.99

Three Gorges Tourism Development Co., Ltd.

Property management, transportation costs, etc.

2,172.56

1,583.12

Shanghai Investigation, Design & Research Institute Co., Ltd.

Acceptance of  labor services, planning and design, consulting fees

1,932.91

1,388.27

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

Entrusted management, repair, engineering labor services, etc.

1,310.28

3,783.24

Yangtze Three Gorges Water Service (Yichang) Co., Ltd.

Water charges, provision of labor services

1,064.11

1,106.70

The Three Gorges Ecological Garden Co., Ltd.

Property Management, Green maintenance

849.68

556.41

The Institute of Chinese Sturgeon of China Three Gorges Corporation

Entrusted management

549.37

600.04

China Three Gorges Publishing and Media Co., Ltd.

Acceptance of labor services, publicity fees

328.56

443.17

Three Gorges Asset Management (Shanghai) Co., Ltd.

Renovation costs

238.15

��

Three Gorges International Tendering Co., Ltd.

Tender Agent, Entrusted management

80.51

74.85

Beijing Rongneng Property Brokerage Co., Ltd.

Service fees of asset transaction, acceptance of labor services

40.69

135.11

Three Gorges Mechanical and Electrical Engineering Technology Co., Ltd.

Entrusted management

��

759.19

China Three Gorges (Portugal)  Co., Ltd.

Consulting service

��

179.37

Yangtze Three Gorges Equipment & Materials Co., Ltd.

Entrusted management service.

330.74

92.08

Subsidiaries of joint ventures

 

 

 

Chongqing CYPC United Energy Co., Ltd.

Power station repair fee

951.45

��

Associated companies within the group

 

 

 

Yangtze River Survey, Planning, Design and Research Co., Ltd.

Engineering labor services, planning and design, construction and installation

4,079.26

��

Beijing IWHR Technology Co.,Ltd.

Engineering labor, Retrofit and upgrade

1,554.78

 

Yangtze Three Gorges Nengshida Electric Co., Ltd.

Engineering labor, system transformation

185.72

��

Total

 

110,189.52

99,257.23

 

(3) Related party transactions of selling goods and offering services 

 Unit: RMB 10,000      Currency: RMB

Related party

Content of related transactions

Amount incurred in current year

Amount incurred in previous year

Controlling shareholder and ultimate controlling party

��

 

 

China Three Gorges Corporation

Commodity sales, technical services, electricity charges

5,486.98

2,909.36

Joint ventures or associates

 

 

 

Three Gorges Electric Energy (Anhui) Co., Ltd.

Technical services

3,014.33 

��

Three Gorges Base Development Co., Ltd.

Electricity bill

4.20

4.35

Three Gorges Hi-Tech Information Technology Co., Ltd.

Electricity bill

0.89

0.13

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

Electricity bill

45.11

22.11

Yichang Yangtze River Three Gorges Shore Power Operation Service Co., Ltd.

Electricity bill, technical services

7.72

8.93

Enterprises controlled by controlling shareholders

 

 

 

Karot Power Company (Private) Limited

Technical consultation, operation and maintenance

6,472.99

��

Three Gorges CYPC Big Data Technology (Yichang) Co., Ltd.

Electricity bill

2,235.84

145.03

China Three Gorges International Co., Ltd.

Technical services

1,102.15

2,010.14

Three Gorges Pakistan No. 2 Wind Power Co., Ltd.

Operation and maintenance service

1,240.71

1,060.59

Three Gorges Pakistan No. 3 Wind Power Co., Ltd.

Operation and maintenance service

1,240.71

1,060.59

Three Gorges Pakistan No. 1 Wind Power Co., Ltd.

Operation and maintenance service

1,134.83

1,128.21

Pakistan Branch of China Three Gorges Corporation's Technology and Economic

Consulting services, technical services, labor services, electricity bill

1,114.44

3,175.69

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

Commodity sales

23.57

20.94

Three Gorges Tourism Development Co., Ltd.

Electricity bill

408.11

379.37

Yangtze Three Gorges Water Service (Yichang) Co., Ltd.

Sell electricity

202.50

87.77

The Three Gorges Industrial Co., Ltd.

Electricity bill

150.13

139.27

The Three Gorges Ecological Garden Co., Ltd.

Electricity bill, technical services

47.79

11.76

Three Gorges Materials Tendering Management Co., Ltd.

Commodity sales, technical services, etc.

18.35

18.92

China Three Gorges Publishing and Media Co., Ltd.

Electricity bill

6.19

��

Three Gorges Ecological Environment Co., Ltd.

Electricity bill

4.21

7.09

Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

Commodity sales, technical services, entrusted management

104,525.41

85,613.12

China International Water & Electric Corporation

Technical Services

��

227.13

Associated companies within the group

 

 

 

Yangtze River Survey, Planning, Design and Research Co., Ltd.

Power product sales

3.53 

��

Beijing IWHR Technology Co.,Ltd.

Power product sales

0.21

 

Subsidiaries of joint ventures

 

 

 

CYPC Energy (Shanghai) Co., Ltd.

Technical Services

4,946.01 

��

Total

 

133,436.91

98,030.50

 

(4) Related party lease

1) The Company as the lessor:

Unit: RMB 10,000        Currency: RMB

Lessee

Type of leased assets

Leasing income recognized in the current year

Leasing income recognized in the previous year

The Three Gorges Industrial Co., Ltd.

Premises

1,301.19

1,685.44

Three Gorges Tourism Development Co., Ltd.

Premises

192.03

384.05

Three Gorges International Energy Investment Group Co., Ltd.

Premises

��

128.51 

Total

 

1,493.22

2,198.00

2) The Company as the Lessee:

 Unit: RMB 10,000         Currency: RMB

Lessor

Type of leased assets

Lease expenses recognized in the current year

Lease expenses recognized in the previous year

China Three Gorges Corporation

Land

5,749.99

5,485.45

Three Gorges CYPC Big Data Technology (Yichang) Co., Ltd.

Professional equipment

266.04

532.08

The Three Gorges Industrial Co., Ltd.

Premises

208.47

205.77

Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

Premises

16.28

��

Yichang Three Gorges Duoneng Asset Management Co., Ltd.

Premises

13.88

7.57

Total

 

6,254.66

6,230.87

(5) Related party guarantees

1) The Company serves as the Guarantor

Unit: RMB 10,000         Currency: RMB

Guarantee

Amount of guarantee

Commencement date of guarantee

Due date of guarantee

Whether the guarantee has been fulfilled

Hunan Taohuajiang Nuclear Power Co., Ltd.

16,146.80

November 2019

November 2025

No

2) Liquidity fund support

Unit: RMB 10,000         Currency: RMB

Guarantor

Amount of guarantee

Commencement date of guarantee

Due date of guarantee

Whether the guarantee has been fulfilled

Yangtze Smart Distributed Energy Co., Ltd.

3,715.52

September 2021

September 2036

No

 

3) The Company serves as the Warrantee

Unit: RMB 10,000         Currency: RMB

Guarantor

Amount of guarantee

Commencement date of guarantee

Due date of guarantee

Whether the guarantee has been fulfilled

China Three Gorges Corporation (Note)

300,000.00

2002-09-20

2033-08-01

No

Note: Pursuant to the Letter of Guarantee issued by CTG on June 30, 2009 and the ��Guarantee Agreement�� signed by the Company in August 2009, CTG agreed to provide an irrevocable joint liability guarantee on principal, interest payable, liquidated damages, damages, the expense of credit realization and other payable expenses of CTG Bonds in the total amount of RMB 16 billion. If the Company fails to pay principals of and interest on bonds as per original issue-clauses of various phases of CTG Bonds, CTG would bear joint liability guarantee, unconditionally pay all bonds payable and expenses of the Company.

As of December 31, 2022, the Company has paid RMB 13 billion for overdue CTG Bonds, the guarantee balance was RMB 3 billion.

(6) Compensation of key management personnel

Unit: RMB 10,000         Currency: RMB

Item

Amount incurred in current year

Amount incurred in previous year

Total compensation

974.96

842.72

(7) Capital borrowing or lending between related parties

Unit: RMB 10,000         Currency: RMB

Name of related party

Amount of inter-bank lending

Valid from

Expiry date

Remarks

China Three Gorges Corporation

1,600,000.00

2022.7.18

2023.7.18

 

Three Gorges Finance Co., Ltd.

600,000.00

2021.7.15

2025.7.15

 

China Three Gorges Corporation

600,000.00

2021.7.16

2024.7.15

 

China Three Gorges Corporation

500,000.00

2022.7.15

2025.7.15

 

China Three Gorges Corporation

400,000.00

2021.7.15

2024.7.15

 

China Three Gorges Corporation

400,000.00

2022.3.18

2023.3.18

 

Three Gorges Finance Co., Ltd.

200,000.00

2022.12.19

2023.1.19

 

China Three Gorges Corporation

200,000.00

2022.9.14

2023.7.18

 

Three Gorges Finance (Hong Kong) Co., Ltd.

174,115.00

2021.6.11

2024.6.11

 

Three Gorges Finance (Hong Kong) Co., Ltd.

174,115.00

2021.6.28

2024.6.28

 

Three Gorges Finance (Hong Kong) Co., Ltd.

174,115.00

2021.11.1

2024.11.1

 

Three Gorges Finance (Hong Kong) Co., Ltd.

133,612.20

2021.11.1

2024.11.1

 

Shanghai Investigation, Design & Research Institute Co., Ltd.

60,000.00

2022.7.13

2023.7.13

 

China Three Gorges Corporation

53,294.54

2013.5.1

2028.5.1

 

Total

5,269,251.74

 

 

 

(8) Other related party transaction

1) Receive interest from the related party

Unit: RMB 10,000         Currency: RMB

Name of related party

Content of transaction

Amount incurred in current year

Amount incurred in previous year

Pricing method and decision-making process

Three Gorges Finance Co., Ltd.

Interest incomes

11,015.14

8,887.75

Agreed price

Three Gorges Finance (Hong Kong) Co., Ltd.

Interest incomes

813.26

205.68

Agreed price

2) Pay interest to related parties

Unit: RMB 10,000         Currency: RMB

Name of related party

Content of transaction

Amount incurred in current year

Amount incurred in previous year

Pricing method and decision-making process

China Three Gorges Corporation

Interests on borrowings

123,752.68

115,161.97

Agreed price

China Three Gorges Corporation

Interest of long-term payables

35,976.74

65,223.49

Agreed price

Three Gorges Finance Co., Ltd.

Interests on borrowings

25,916.85

49,149.83

Agreed price

Three Gorges Finance (Hong Kong) Co., Ltd.

Interests on borrowings

14,978.75

6,957.53

Agreed price

China Three Gorges Corporation

Costs of lease financing

2,349.66

3,041.30

Agreed price

Shanghai Investigation, Design & Research Institute Co., Ltd.

Interests on borrowings

1,054.36

��

Agreed price

Yichang Three Gorges Duoneng Asset Management Co., Ltd.

Costs of lease financing

0.65

1.15

Agreed price

3) pay security deposit to the related party

Unit: RMB 10,000         Currency: RMB

Name of related party

Content of transaction

Amount incurred in current year

Amount incurred in previous year

Pricing method and decision-making process

China Three Gorges Corporation

Guarantee cost

395.34

480.00

Agreed price

4) Pay research fund for the related party

Unit: RMB 10,000         Currency: RMB

Transaction type

Name of related party

Amount incurred in current year

Amount incurred in previous year

Pricing method and decision-making process

Fund for research

China Three Gorges Corporation

225.00

225.00

Agreed price

5) Public costs sharing of Three Gorges Project

According to the relevant arrangements in the "Report on Major Asset Purchase and Related Transactions of China Yangtze Power Co., Ltd." in September 2009, the operation and maintenance costs of the public supporting service facilities of the Three Gorges Project were shared between China Three Gorges Corporation and the company according to the ratio of 25:75

(9) Accounts receivables and accounts payables of related parties

1)  Accounts receivables

Unit: RMB 10,000         Currency: RMB

Item

Related party

Ending balance

Opening balance

Book balance

Provision for bad debts

Book balance

Provision for bad debts

��

Controlling shareholder and ultimate controlling party

��

��

��

��

Accounts receivable

China Three Gorges Corporation

711.39

��

177.71

��

Other receivables

China Three Gorges Corporation

0.93

��

��

��

Accounts receivable

Three Gorges Electric Energy (Anhui) Co., Ltd.

172.89

��

��

��

Accounts receivable

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

4.03

��

��

��

Accounts receivable

Three Gorges Base Development Co., Ltd.

0.41

��

0.11

��

Accounts receivable

Three Gorges Hi-Tech Information Technology Co., Ltd.

0.17

��

0.01

��

Dividends receivable

Hubei Qingneng Investment Development Group Co., Ltd.

6,527.68

��

5,502.84

��

Prepayments

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

319.33

��

319.33

��

Other receivables

Shaanxi Yan'an Electric Industry Co., Ltd.

39.51

0.13

��

��

Other receivables

Three Gorges Electric Energy (Anhui) Co., Ltd.

8.83

0.01

4.92

0.01

Other receivables

Three Gorges Electric Energy (Guangdong) Co., Ltd

5.32

0.01

��

��

Other receivables

Yunxia Electric Power (Yunnan) Co., Ltd.

��

��

40.54

1.82

Other receivables

Yangtze Smart Distributed Energy Co., Ltd.

��

��

28.76

0.13

Other receivables

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

��

��

5.88

0.01

��

Enterprises controlled by controlling shareholders

 

 

 

 

Accounts receivable

Karot Power Company (Private) Limited

4,228.46 

��

��

��

Accounts receivable

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

4.16

��

2.14

��

Accounts receivable

Pakistan Branch of China Three Gorges Corporation's Technology and Economic

2,602.47

��

1,835.47

��

Accounts receivable

Three Gorges Pakistan No. 2 Wind Power Co., Ltd.

227.26

��

271.79

��

Accounts receivable

Three Gorges Pakistan No. 3 Wind Power Co., Ltd.

190.94 

��

229.46

��

Accounts receivable

Three Gorges Pakistan No. 1 Wind Power Co., Ltd.

167.68 

��

1,738.10

��

Accounts receivable

China Three Gorges International Co., Ltd.

128.23

��

360.77

��

Accounts receivable

Three Gorges Tourism Development Co., Ltd.

30.67 

��

9.09

��

Accounts receivable

Yangtze Three Gorges Water Service (Yichang) Co., Ltd.

26.14

��

17.64

��

Accounts receivable

The Three Gorges Industrial Co., Ltd.

23.00

��

15.82

��

Accounts receivable

The Three Gorges Ecological Garden Co., Ltd.

4.07

��

0.43

��

Accounts receivable

Three Gorges Materials Tendering Management Co., Ltd.

2.96

��

��

��

Accounts receivable

China Three Gorges Publishing and Media Co., Ltd.

0.16

��

��

��

Accounts receivable

Three Gorges Ecological Environment Co., Ltd.

0.02

��

0.81

��

Accounts receivable

China International Water & Electric Corporation

��

��

224.40

��

Prepayments

Yangtze River Three Gorges (Chengdu) Electronic Commerce Co., Ltd.

863.8

��

��

��

Prepayments

Three Gorges International Tendering Co., Ltd.

645.58 

��

9.17

��

Other receivables

Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

51,897.97

67.47

45,407.93

45.41

Other receivables

Three Gorges Finance (Hong Kong) Co., Ltd.

3,612.32

��

��

��

Other receivables

The Three Gorges Industrial Co., Ltd.

1,545.42

1.63

1,490.04

1.49

Other receivables

Yichang Three Gorges Duoneng Asset Management Co., Ltd.

2.00

2.00

2.00

0.46

Other receivables

Three Gorges Ecological Environment Co., Ltd.

��

��

30.00

6.87

Other receivables

China Three Gorges Publishing and Media Co., Ltd.

��

��

0.73

0.13

 

Associated companies within the group

 

 

 

 

Accounts receivable

Yangtze River Survey, Planning, Design and Research Co., Ltd.

0.34 

��

��

��

Accounts receivable

Beijing IWHR Technology Co.,Ltd.

0.02

��

��

��

 

Subsidiaries of joint ventures

 

 

 

 

Accounts receivable

CYPC Energy (Shanghai) Co., Ltd.

604.24

��

��

��

��

Total

74,598.40

71.25

57,725.89

56.33

2)  Payables

Unit: RMB 10,000         Currency: RMB

Item

Related party

Closing book balance

Opening book balance

��

Controlling shareholder and ultimate controlling party

��

��

Short-term borrowings

China Three Gorges Corporation

2,202,483.07

900,000.00

Interest payable

China Three Gorges Corporation

��

4,937.28

Other payables

China Three Gorges Corporation

47,039.37

42,939.76

Non-current liabilities due within 1year

China Three Gorges Corporation

55,244.85

700,000.00

Long-term borrowings

China Three Gorges Corporation

1,501,877.64

1,000,000.00

Long-term payables

China Three Gorges Corporation

��

1,183,294.54

��

Joint ventures or associates

��

��

Short-term borrowings

Three Gorges Finance Co., Ltd.

200,201.67

170,000.00

Accounts payable

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

96.03

��

Accounts payable

Three Gorges Hi-Tech Information Technology Co., Ltd.

1.23

1.80

Accounts payable

Three Gorges Electric Energy (Anhui) Co., Ltd.

119.17

��

Accounts payable

Three Gorges Electric Energy (Guangdong) Co., Ltd.

1.32

��

Accounts payable

Yunxia Electric Power (Yunnan) Co., Ltd.

10.00

��

Accounts payable

Three Gorges Electric Power (Xi'an) Co., Ltd.

5.66

��

Accounts payable

Jingzhou Distributed Energy Co., Ltd.

200.92

��

Interest payable

Three Gorges Finance Co., Ltd.

��

1,518.84

Other payables

Three Gorges Hi-Tech Information Technology Co., Ltd.

135.51

85.62

Other payables

Three Gorges Electric Energy Digital Energy Technology (Hubei) Co., Ltd.

48.49

15.25

Other payables

Three Gorges Base Development Co., Ltd.

30.99

128.85

Other payables

Three Gorges Electric Energy (Guangdong) Co., Ltd

0.02

0.02

Other payables

Hubei Qingneng Investment and Development Group Co., Ltd.

��

24.44

Other payables

Three Gorges Electric Energy (Anhui) Co., Ltd.

��

4.92

Long-term borrowings

Three Gorges Finance Co., Ltd.

600,650.83

1,200,000.00

��

Enterprises controlled by controlling shareholders

��

��

Short-term borrowings

Shanghai Investigation, Design & Research Institute Co., Ltd.

60,067.43

��

Accounts payable

The Three Gorges Industrial Co., Ltd.

1,091.38

934.69

Accounts payable

The Three Gorges Ecological Garden Co., Ltd.

511.84

16.25

Accounts payable

Three Gorges International Tendering Co., Ltd.

706.62

��

Accounts payable

Yangtze River Three Gorges (Chengdu) Electronic Commerce Co., Ltd.

269.55

��

Accounts payable

Shanghai Investigation, Design & Research Institute Co., Ltd.

158.65

��

Accounts payable

Three Gorges Tourism Development Co., Ltd.

143.87

��

Accounts payable

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

127.53

��

Advances from customers

Three Gorges CYPC Big Data Technology (Yichang) Co., Ltd.

92.92

��

Interest payable

Three Gorges Finance (Hong Kong) Co., Ltd.

��

1,376.28

Other payables

The Three Gorges Industrial Co., Ltd.

31,764.52

4,743.75

Other payables

China Three Gorges Construction Engineering Corporation

1,076.70

664.8

Other payables

Three Gorges Materials Tendering Management Co., Ltd.

2,423.36

3,706.60

Other payables

Yangtze Three Gorges Technology & Economy Development Co., Ltd.

207.02

592.77

Other payables

Yichang Great Three Gorges International Travel Agency Co., Ltd.

198.55

��

Other payables

Three Gorges Tourism Development Co., Ltd.

108.99

40.72

Other payables

Karot Power Company (Private) Limited

111.76

��

Other payables

Three Gorges Ecological Environment Co., Ltd.

85.38

2,428.99

Other payables

The Three Gorges Ecological Garden Co., Ltd.

62.90

6.91

Other payables

Shanghai Investigation, Design & Research Institute Co., Ltd.

37.45

30.97

Other payables

Three Gorges Pakistan No. 2 Wind Power Co., Ltd.

40.81

16.61

Other payables

Three Gorges Pakistan No. 1 Wind Power Co., Ltd.

93.63

18.04

Other payables

China Three Gorges Publishing and Media Co., Ltd.

15.08

55.73

Other payables

Yangtze River Three Gorges (Chengdu) Electronic Commerce Co., Ltd.

1.91

19.16

Other payables

Three Gorges Pakistan No. 3 Wind Power Co., Ltd.

��

9.03

Other payables

Three Gorges CYPC Big Data Technology (Yichang) Co., Ltd.

��

5.00 

Long-term borrowings

Three Gorges Finance (Hong Kong) Co., Ltd.

657,419.29

608,134.67

 

Associates of the parent company

 

 

Other payables

Chongqing CYPC United Energy Co., Ltd.

218.52

��

 

Associated companies within the group

 

 

Advances from customers

Beijing IWHR Technology Co.,Ltd.

0.01

��

Other payables

Yangtze River Survey, Planning, Design and Research Co., Ltd.

122.37

��

Other payables

Beijing IWHR Technology Co.,Ltd.

93.72

��

Other payables

Yangtze Three Gorges Nengshida Electric Co., Ltd.

10.44

��

��

Total

5,365,408.97

5,825,752.29

(10)  Others

Bank deposits

Unit: RMB 10,000         Currency: RMB

Name of related party

Item

Ending balance

Opening balance

Three Gorges Finance Co., Ltd.

Deposit

711,556.09

821,627.72

Total

 

711,556.09

821,627.72

(11) Transactions with other Chinese state-owned enterprises

The Company is a state-owned enterprise and operates within an economic system dominated by state-owned enterprises.

In addition to the above-disclosed transactions with CTG and its joint ventures or associates, fellow subsidiaries and the Company's joint ventures or associates, the Company engages in certain business activities with other state-owned enterprises.

These transactions are conducted in accordance with the normal commercial terms in the Company's daily business processes and are not materially or unduly affected by the fact that the counterparties are state-owned enterprises. The Company has established procurement and pricing strategies, as well as approval procedures for its purchases and sales of products and services, and these procurement and pricing strategies and approval procedures are not affected by whether the counterparty is a state-owned enterprise.

1)  Selling goods/offering services

Unit: RMB million   Currency: RMB

Content of transaction

Amount in the current year

Power generation revenue

43,548.67

Other revenues

40.10

Total

43,588.77

2)  Purchasing goods/receiving services

Unit: RMB million   Currency: RMB

Content of transaction

Amount in the current year

Receiving services ,Project construction and Others

368.25

Interest expenses

335.32  

Total

703.58 

3)  Receivables

Unit: RMB million   Currency: RMB

Subject names

Closing balance

Receivable

3,110.07

Total

3,110.07

4) Payables

Unit: RMB million   Currency: RMB

Subject names

Closing balance

payable

662.06

Total

662.06

5) Balance of deposits and loans

Unit: RMB million   Currency: RMB

Subject names

Closing balance

Deposit

2,035.81

Long-term borrowings

11,176.12

Total

13,211.93

 

XI. Commitments and contingencies

1.  Important commitments

(1) Up to December 31, 2022, capital expenditure and revenue expenditure commitments such as asset purchasing, etc. which have been signed and need not be recognized on the financial statement of the Company, were RMB 72.3587 million.

(2) The Company signed land use right renting contract for Gezhouba District with CTG in December 2007, the lease term was 20 years from January 1, 2007, and for every three years, the rental can be adjusted by negotiation between both parties.

(3) The Company signed land use right renting contract for Three Gorges District with CTG in September 2009, the lease term was 20 years from September 28, 2009, for every 3 years, the rental can be adjusted by negotiation between both parties. The latest adjustment by both parties was in 2014.

As of December 31, 2022, the Company has no other significant commitment events that shall be disclosed but not yet disclosed except for the above-mentioned ones.

2. Contingencies

For contingent liabilities relating to the investment of joint ventures or associates, see the relevant contents of ��Note VII. 2. (5) contingent liabilities relating to the investment of joint ventures or associates��.

As of December 31, 2022, the Company has no other significant contingencies that shall be disclosed but not yet disclosed except for the above-mentioned ones.

XII. Events after the Balance Sheet Date

1. Important non-adjustment events

(1) Issuance of stock

According to the approval of the resolution of the second extraordinary general meeting of shareholders of CYPC in 2022, and approved by the China Securities Regulatory Commission in the "Reply on Approving the Application of China Yangtze Power Co., Ltd. to Issue Shares to China Three Gorges Corporation, etc. to Purchase Assets and Raise Supporting Funds" "(China Securities Regulatory License [2022] No. 2740) approval, The company issued 460,961,213 shares to China Three Gorges Corporation on January 10, 2023, issued 230,480,606 shares to Sichuan Energy Investment Group Co., Ltd. (hereinafter referred to as "Sichuan Energy Investment"), and issued 230,480,606 shares to Yunnan Energy Investment Group Co., Ltd. (hereinafter referred to as "Yunnan Energy Investment") to purchase the equity of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. (hereinafter referred to as "Yunchuan Company"), the face value of each share is 1 yuan, and the issue price per share is 17.46 yuan; On April 4, 2023, RMB804,436,061 ordinary shares were issued to 19 specific targets, with a par value of 1 yuan per share and an issue price of 20.01 yuan per share. After the above issuance, the company's share capital increased to RMB 24,468,217,716.00 yuan.

(2) Issuance of bonds

The company issued the first phase of ultra-short-term financing bills in 2023 on January 3, 2023, with a face value of 2 billion yuan, a term of 40 days, a coupon rate of 2.20%, and repayment of principal and interest in one lump sum.

On January 5, 2023, the company issued the second phase of ultra-short-term financing bills in 2023, with a face value of 2.5 billion yuan, a term of 130 days, a coupon rate of 2.10%, and repayment of principal and interest in one lump sum.

On January 9, 2023, the company issued the third phase of ultra-short-term financing bills in 2023, with a face value of 2.5 billion yuan, a term of 100 days, a coupon rate of 2.10%, and repayment of principal and interest in one lump sum.

On January 6, 2023, the company issued the fourth phase of ultra-short-term financing bills in 2023, with a face value of 2.5 billion yuan, a term of 100 days, a coupon rate of 2.07%, and repayment of principal and interest in one lump sum.

On January 9, 2023, the company issued the fifth phase of ultra-short-term financing bills in 2023, with a face value of 2.5 billion yuan, a term of 130 days, a coupon rate of 2.15%, and repayment of principal and interest in one lump sum.

(3) Profit distribution

According to the profit distribution proposal for the year 2022 considered and approved at the Seventeenth Session of the Sixth Session of the Board of Directors of the Company, the Company proposed to distribute cash dividends in the total amount of RMB 20,092,277,840.10 yuan (including tax), which resolution is subject to the consideration and approval of the shareholders' meeting.

(4) Explanation of other events after the balance sheet date

Except for the above-mentioned post-balance sheet events, as of the date when the financial report is approved for publication, the company has no other major post-balance sheet events that should be disclosed but have not been disclosed.

XIII. Other Significant Events

1. Accounting errors in the previous period

(1) Retrospective restatement method

During the reporting period, no previous errors were found using the retrospective restatement method.

(2) Future applicable method

During the reporting period, no previous errors were found using the future applicable method.

2. Debt restructuring

There was no debt restructuring business during the reporting period.

3. Asset replacement

There was no asset replacement business during the reporting period.

4. Annuity plan

According to the relevant national regulations, the company implements the enterprise annuity plan after the China Three Gorges Corporation reports to the Labor and Social Security Bureau for the record. The company shall include the annuity expenses that should be borne in the current profit and loss as employee salaries, and at the same time transfer the annuity payments that should be paid into the bank accounts opened by the employees with the account manager on time.

As of December 31, 2022, there have been no significant changes to the annuity plan.

5. Termination of operation

During the reporting period, no business was terminated.

6. Segment Information

The company determines the operating segments based on the internal organizational structure, management requirements and internal reporting system. The company's operating segment refers to the component that meets the following conditions at the same time:

(1) This component can generate income and incur expenses in daily activities;

(2) Management can regularly evaluate the operating results of this component to decide to allocate resources to it and evaluate its performance;

(3) It is possible to obtain relevant accounting information such as the financial status, operating results and cash flow of the component.

The company determines the reporting segment based on the operating segment, and the operating segment that meets one of the following conditions is determined as the reporting segment:

a. The segment revenue of the operating segment accounts for 10% or more of the total revenue of all segments;

b. The absolute amount of segment profits (losses) of this segment shall account for 10% or more of the greater of the total amount of profits of all profitable segments or the absolute amount of total losses of all loss-making segments.

The company's business is single, mainly producing hydropower and related businesses. The management regards this business as a whole to implement management and evaluate operating results. Therefore, this financial statement does not report segment information.

7. Other significant transactions and events affecting investors' decisions

On July 20, 2022, the company's second extraordinary shareholders' meeting passed the "Proposal on the Company's Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Transaction Plans", The company plans to submit to China Three Gorges Corporation, Three Gorges Investment Management, Yunnan Energy Investment, Sichuan Energy Investment purchased 100% of the equity of Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. (hereinafter referred to as "this transaction") by issuing shares and paying cash. The transaction price was RMB80.484 billion yuan , of which RMB 16.097 billion yuan was paid by issuing shares, and RMB64.387 billion yuan was paid by cash.

On November 14, 2022, this transaction was approved by the China Securities Regulatory Commission, and issued the "Reply on Approving the Application of China Yangtze Power Co., Ltd. to Issue Shares to China Three Gorges Corporation, etc. to Purchase Assets and Raise Supporting Funds" (China Securities Regulatory Commission [2022] No. 2740), It is agreed that the company will issue shares to China Three Gorges Corporation, Yunan Investment, and Sichuan Energy Investment to purchase related assets, and raise a set of funds not exceeding RMB 16.096 billion yuan.

In January 2023, the Company issued a total of RMB922 million yuan ordinary shares to China Three Gorges Corporation, Sichuan Energy Investment, and Yuneng Investment at a price of RMB 16.097 billion yuan, and paid RMB64.387 billion yuan in cash to complete the payment of the transaction price. In the same month, the Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd. completed the industrial and commercial change and became a wholly-owned subsidiary of the company.

In April 2023, the Company issued RMB804 million yuan ordinary shares to 19 specific targets to raise a total of RMB16.097 billion yuan of supporting funds.

XIV. Notes to Main Items in Financial Statements of the Parent Company

1. Accounts receivable

��1�� Accounts receivable are listed by age

Unit: yuan Currency: RMB

 

Aging

Ending balance

Opening balance

Within 1 year

1,329,354,981.68

1,525,800,124.22

Subtotal

1,329,354,981.68

1,525,800,124.22

Less: Bad debt provision

��

��

Total

1,329,354,981.68

1,525,800,124.22

��2�� Classified presentation of accounts receivable by bad debt accrual method

Unit: yuan Currency: RMB

Type

Ending balance

Book balance

Provision for bad debts

Book value

Amount

Proportion (%)

Amount

Proportion of provision (%)

Bad debt provision made individually

 

 

 

 

 

Bad debt provision made as per portfolio

1,329,354,981.68

100.00

��

��

1,329,354,981.68

Including: portfolio of hydropower business receivables

1,322,611,513.69

99.49

��

��

1,322,611,513.69

Other payment portfolio

6,743,467.99

0.51

��

��

6,743,467.99

Total

1,329,354,981.68

100.00

��

��

1,329,354,981.68

(Continued)

 

Type

Opening balance

Book balance

Provision for bad debts

Book value

Amount

Proportion (%)

Amount

Proportion of provision (%)

Bad debt provision made individually

 

 

 

 

 

Bad debt provision made as per portfolio

1,525,800,124.22

100.00

��

��

1,525,800,124.22

Including: portfolio of hydropower business receivables

1,521,556,088.33

99.72

��

��

1,521,556,088.33

Other payment portfolio

4,244,035.89

0.28

��

��

4,244,035.89

Total

1,525,800,124.22

100.00

��

��

1,525,800,124.22

��3�� Provision for bad debts accrued, recovered or reversed in the current period

There was no change in provision for bad debts this year.

��4�� There is no actual write-off of accounts receivable in this period

��5�� Top five of accounts receivable of closing balance collected by borrower

Unit: yuan Currency: RMB

Company Name

Ending balance

Proportion in total closing balance of accounts receivable (%)

Closing balance of bad debt provision

State Grid Corporation of China

842,063,166.43

63.34

 

Central China Branch, State Grid Corporation of China

259,422,730.62

19.51

 

China Southern Power Grid Co., Ltd.

209,912,552.25

15.79

 

SGCC Hubei Electric Power Company

11,155,691.91

0.84

 

Three Gorges Power Co., Ltd.

6,690,930.01

0.50

 

Total

1,329,245,071.22

99.98

 

 

2. Other receivables

Unit: yuan Currency: RMB

Items

Ending balance

Opening balance

Interest receivable

��

��

Dividends receivable

24,764,734,955.29

4,699,458,155.29

Other receivables

536,207,024.08

490,437,696.30

Total

25,300,941,979.37

5,189,895,851.59

Note: Other receivables in the above table refer to other receivables after deduction of interest receivable and dividend receivable.

(1) Dividends receivable

1) Dividends receivable

Unit: yuan Currency: RMB

Item (or the investee)

Ending balance

Opening balance

Hubei Qingneng Investment and Development Group Co., Ltd.

120,305,200.00

55,028,400.00

Three Gorges Jinsha River Chuanyun Hydropower Development Co., Ltd.

24,644,429,755.29

4,644,429,755.29

Total

24,764,734,955.29

4,699,458,155.29

(2) Other receivables

1) Other receivables listed as per aging

Unit: yuan Currency: RMB

Aging

Ending balance

Opening balance

Within 1 year

535,714,617.85

490,928,624.93

1-2 years

1,203,640.00

��

Over 5 years

400,000.00

400,000.00

Subtotal

537,318,257.85

491,328,624.93

Less: Bad debt provision

1,111,233.77

890,928.63

Total

536,207,024.08

490,437,696.30

2) Classification of other receivables by nature

Unit: yuan Currency: RMB

Payment nature

Closing book balance

Opening book balance

Guarantee deposit and security deposit

3,321,650.00

1,827,500.00

Current accounts

533,146,835.55

489,444,676.46

Others

849,772.30

56,448.47

Total

537,318,257.85

491,328,624.93


3) Other receivables �C bad debt provision withdrawn

Unit: yuan Currency: RMB

Provision for bad debts

Stage I

Stage II

Stage III

Total

Expected credit loss in the future 12 months

Expected credit loss within the whole duration (no credit impairment occur)

Expected credit loss within the whole duration (credit impairment has occurred)

Opening balance

890,928.63

 

 

890,928.63

Opening balance in current period

 

 

 

 

�� Transfer in second stage

 

 

 

 

�� Transfer in third stage

 

 

 

 

�� Transfer back second stage

 

 

 

 

�� Transfer back third stage

 

 

 

 

Accrual for this period

220,305.14

 

 

220,305.14

Transfer back in this period

 

 

 

 

Transfer write-off in this period

 

 

 

 

Write off in this period

 

 

 

 

Other changes

 

 

 

 

Ending balance

1,111,233.77

 

 

1,111,233.77

4) There are no other receivables actually written off in the current period.

5) Other receivables of top five borrowers by closing balance

Unit: yuan Currency: RMB


Company Name

Payment nature

Ending balance

Aging

Proportion in total closing balance of other receivables (%)

Closing balance of bad debt provision

Three Gorges Jinsha River Yunchuan Hydropower Development Co., Ltd.

Current accounts

518,979,716.98

Within 1 year

96.59

674,673.63

China Yangtze Power International (Hong Kong) Co., Ltd.

Current accounts

10,143,717.33

Within 1 year

1.89

13,186.83

The Three Gorges Industrial Co., Ltd.

Current accounts

2,388,247.09

Within 1 year

0.44

3,104.72

China Three Gorges International Power Operation Co., Ltd.

Current accounts

1,351,817.62

Within 1 year

0.25

1,757.36

Yichang Labor Security Supervision Detachment

Guarantee deposit and security deposit

400,000.00

Over 5 years

0.07

400,000.00

Total

��

533,263,499.02

��

99.24

1,092,722.54

 

 

 

 

 

 

 

 


Long-term equity investments

Unit: yuan Currency: RMB

Items

Ending balance

Opening balance

Book balance

Impairment provision

Book value

Book balance

Impairment provision

Book value

Investment in subsidiaries

66,169,596,483.34

��

66,169,596,483.34

62,669,596,483.34

��

62,669,596,483.34

Investment in associates and joint ventures

57,607,102,922.17

224,119,537.52

57,382,983,384.65

52,290,244,972.59

��

52,290,244,972.59

Total

123,776,699,405.51

224,119,537.52

123,552,579,867.99

114,959,841,455.93

��

114,959,841,455.93

(1) Investment in subsidiaries

Unit: yuan Currency: RMB

Investee

Opening balance

Increase in the current year

Decrease in the current year

Ending balance

Provision for impairment in the current year

Ending balance of impairment provision

CYPC Yichang Energy Investment Co., Ltd.

2,600,000,000.00

 

 

2,600,000,000.00

��

��

China Yangtze Power International (Hong Kong) Co., Ltd.

16,632,614,290.29

 

 

16,632,614,290.29

��

��

Three Gorges Jinsha River Chuanyun Hydropower Development Co., Ltd.

36,866,982,193.05 

 

 

36,866,982,193.05

��

��

Three Gorges Power Co., Ltd.

1,050,000,000.00

 

 

1,050,000,000.00

��

��

CYPC Sales Co., Ltd.

20,000,000.00

 

 

20,000,000.00

��

��

CYPC Investment Management Co., Ltd.

4,000,000,000.00 

1,000,000,000.00

 

5,000,000,000.00

��

��

CYPC Xinneng Co., Ltd.

1,500,000,000.00

2,500,000,000.00

 

4,000,000,000.00

��

��

Total

62,669,596,483.34 

3,500,000,000.00

 

66,169,596,483.34

��

��

(2) Investment in associates and joint ventures

Unit: yuan Currency: RMB

 

 

Investee

Opening balance

Increase and decrease for the current year

Ending balance

Ending balance of impairment provision

Additional investment

Reduced investment

Investment profits and losses recognized by equity method

Adjustment to other comprehensive income

Other equity changes

Cash dividends or profits declared to be distributed

Provision of impairment provision

Others

I. Associates

Hubei Energy Group Co., Ltd.

7,625,653,412.13

 

 

297,336,785.14

37,372,591.77

11,422,473.59

247,474,288.95

 

 

7,724,310,973.68

 

Hubei Qingneng Investment and Development Group Co., Ltd.

2,445,376,026.82

 

 

119,093,113.77

-7,505,977.15

 

65,276,800.00

 

 

2,491,686,363.44

 

Guangzhou Development Group Incorporated

3,317,072,627.96

 

 

187,223,385.50

-16,090,627.51

21,736,900.37

49,010,325.80

 

 

3,460,931,960.52

 

Three Gorges Finance Co., Ltd.

2,367,060,854.24

 

 

244,176,945.55

-20,206,052.21

 

110,949,203.29

 

 

2,480,082,544.29

 

Shanghai Electric Power Co., Ltd.

1,345,388,587.25

 

1,073,062,019.38

11,627,191.31

1,884,753.11

26,657,070.60

 

 

 

312,495,582.89

 

Three Gorges Hi-Tech Information Technology Co., Ltd.

99,103,265.54

57,900,000.00

 

754,957.21

 

 

 

 

 

157,758,222.75

 

SDIC Power Holdings Co., Ltd.

9,390,663,797.48

 

 

557,514,154.34

49,167,696.17

40,649,309.55

169,726,229.44

 

 

9,868,268,728.10

 

Sichuan Chuantou Energy Co.,Ltd.

5,029,175,498.02

 

23,093,961.78

386,390,756.25

38,616,085.83

50,483,338.46

193,911,792.00

 

 

5,287,659,924.78

 

Chongqing Three Gorges Water Conservancy and Electric Power (Group) Co., Ltd.

2,292,504,071.96

232,093,095.07

 

59,448,021.54

-11,705,733.31

1,028,809.77

35,405,550.60

 

 

2,537,962,714.43

 

Three Gorges Capital Holdings Co., Ltd.

3,263,258,612.90

 

 

378,616,262.29

-28,674,111.18

18,132,450.99

81,325,698.22

 

 

3,550,007,516.78

 

Three Gorges Base Development Co., Ltd.

955,763,806.69

 

 

9,876,799.87

-940,574.37

263,462.38

16,525,555.01

 

 

948,437,939.56

 

Chongqing Fuling Energy Industry Group Co., Ltd.

641,369,214.23

 

 

-1,394,411.39

-351,769.93

64,354.15

2,157,515.03

 

 

637,529,872.03

 

Guangxi Guiguan Electric Power Co., Ltd.

4,876,360,568.97

 

 

328,187,474.21

1,144,304.00

281,043.54

118,235,658.15

 

 

5,087,737,732.57

 

Chongqing Youtai Energy Co., Ltd.

27,697,774.66

 

27,690,695.15

-7,079.51

 

 

 

 

 

 

 

Shenergy Group Company Limited

3,028,980,005.39

 

 

97,654,196.58

4,791.85

2,272,278.25

98,240,756.40

 

 

3,030,670,515.67

 

Chongqing Liangjiang Three Gorges Xinghong Equity Investment Fund Partnership (Limited

41,776,814.88

140,000,000.00

 

12,137,938.28

 

240,416.12

 

 

 

194,155,169.28

 

Chongqing Fuling Three Gorges Changfu Equity Investment Fund Partnership (Limited Partnership)

49,424,470.72

 

 

-49,065.58

 

 

 

 

 

49,375,405.14

 

Chongqing Qianjiang Three Gorges Changhong Equity Investment Fund Partnership (Limited Partnership)

175,709,402.59

 

 

-474,096.49

 

 

 

 

 

175,235,306.10

 

CNNP Xiapu Nuclear Power Co., Ltd.

1,845,132.37

 

 

383,456.03

 

485,687.58

 

 

 

2,714,275.98

 

Yunnan Huadian Jinsha River Middle Reaches Hydropower Development Co., Ltd.

5,091,941,490.27

 

 

265,655,702.99

4,417,701.77

722,306.59

98,462,883.18

 

 

5,264,274,318.44

 

Chongqing Wanquan Private Equity Investment Fund Partnership (Limited Partnership)

 

40,000,000.00

 

-398,458.75

 

 

 

 

 

39,601,541.25

 

Dinghe Property Insurance Co., Ltd.

 

2,764,659,097.38

 

127,035,733.20

-10,408,051.97

 

 

 

 

2,881,286,778.61

 

Hunan Taohuajiang Nuclear Power Co., Ltd.

224,119,537.52

 

 

 

 

 

 

224,119,537.52

 

224,119,537.52

224,119,537.52

Three Gorges Land New Energy Investment Co., Ltd.

 

85,800,000.00

 

 

 

 

 

 

 

85,800,000.00

 

Gansu Power Investment Energy Development Co., Ltd.

 

1,114,999,998.36

 

 

 

 

 

 

 

1,114,999,998.36

 

Total

52,290,244,972.59

4,435,452,190.81

1,123,846,676.31

3,080,789,762.34

36,725,026.87

174,439,901.94

1,286,702,256.07

224,119,537.52

 

57,607,102,922.17

224,119,537.52

 


4. Operating revenues and operating costs

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Income

Cost

Income

Cost

Main businesses

20,339,085,000.59

8,117,178,346.55

26,742,007,432.41

8,313,935,975.04

Other businesses

1,089,386,902.53

547,879,532.95

910,543,648.56

527,129,127.35

Total

21,428,471,903.12

8,665,057,879.50

27,652,551,080.97

8,841,065,102.39

5. Investment income

Unit: yuan Currency: RMB

Items

Amount incurred in current year

Amount incurred in previous year

Long-term equity investments income calculated through cost method

20,003,088,757.00

4,653,526,041.39

Long-term equity investment incomes calculated through equity method

3,080,789,762.34

2,612,071,186.00

Investment income from disposal of long-term equity investments

714,498,953.31

550,907,131.40

Dividend income from investments in other equity instruments during the holding period

236,233,452.00

211,571,718.00

Investment income from holding other non-current financial assets

4,515,388.10

151,322,110.39

Investment income from disposal of other non-current financial assets

 

1,415,592,543.85

Others

13,716,250.04

4,780,597.63

Total

24,052,842,562.79

9,599,771,328.66

XV. Supplementary information

1.  List of non-recurring profits and losses in current year

Unit: yuan Currency: RMB

Items

Amount in the current year

Notes

Profit or loss from disposal of non-current assets

663,080,606.55

 

Unauthorized approval or without official approval document or occasional tax returns and concessions

 

 

Government subsidies included in the current profits and losses (exclusive of those which are closely related with the enterprise business or government subsidies granted according to national standard fixed rate or quantity)

5,055,279.91 

 

Payment for the use of state funds included in the current profit and loss and collected from non-financial business

 

 

Income arising from the fair value of net identifiable assets of the investee the enterprise should enjoy when the cost of investment it acquired from the subsidiaries, associates and joint ventures was less than the investment it obtained

 

 

Non-monetary assets exchange profit and loss

 

 

Profits and losses on the assets by entrusting others to invest or manage

 

 

Profit and loss from entrusting others to invest or manage assets

 

 

Each provision for the impairment of assets withdrawn due to force majeure factor, say, suffering from a natural disaster

 

 

Debt restructuring profits and losses

 

 

Enterprise restructuring charges, such as the staffing expenditures and integrating expenses

 

 

Profit and loss of the part exceeding the fair value arising from the transaction with the bargain price losing fairness

 

 

Net profits and losses of subsidiaries from the beginning of the year to the combination date arising from business combination under common control

 

 

Profits and losses arising from contingencies irrelevant to the Company��s normal business operation

 

 

In addition to the effective hedging business related to the normal business of the Company, profits and losses from changes in fair value arising from financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities, and investment income from disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and other debts.

-384,901,812.61

 

Reversal of depreciation reserves of receivables and contractual assets under independent impairment assessment

 

 

Profits and losses acquired from externally entrusted loans

 

 

Profits and losses arising from changes in the fair value of investment real estates by using the fair value model for subsequent measurement

 

 

Influence made by the one-off adjustment of the current profit and loss according to requirements of tax revenue and accounting laws and regulations on the current profit and loss

 

 

Trustee fee income achieved from the entrusted management

 

 

Other non-operating income and expenses other than the above

-354,730,302.69

 

Other profits or losses that belong to non-recurring profits and losses

16,052,151.55

 

Less: Effect on income tax

33,056,493.22

 

Effect on minority interests (after-tax)

-5,190,015.87

 

Total

-83,310,554.64

��

2. Return on equity and earnings per share

Profit in the reporting period

Weighted average

Return on net assets (%)

Earnings per share (RMB/share)

Basic earnings per share

Diluted EPS

Net profit attributable to common shareholders of the parent company

11.73

0.9370

0.9370

Net profit attributable to common shareholders of the parent company after deduction of non-recurring profit or loss

11.77

0.9407

0.9407

 

 

 

 

China Yangtze Power Co., Ltd.

April 28th, 2023