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2015 Annual Report

Company Code: 600795 Company Abbreviation: GD Power

GD POWER DEVELOPMENT CO., LTD.2015 Annual Report

A Letter to All Shareholders

2015 is the ending year of the “12 th Five-Year Plan”. Under the correct leadership of the Board of Directors

and with the great support of the shareholders, GDPD responded actively to challenges brought about by situation

development and industrial changes, deeply implemented the “one-five-five” strategy, made solid progress in the

work of “Enhancing Management, Promoting Benefits”, deepened the reform, focused on practical innovation, and

pushed forward quality and efficiency improvement with all strength. Thus, the corporate business management

level has been improved continuously; main economic and technical indexes have been further optimized; the total

profit for the year has reached CNY9.758 billion.

In 2015, we adhered to the scientific development, gave particular emphasis to quality and benefit, promoted

the development of major projects covering high-quality wind power, highly efficient and clean thermal power and

large hydraulic power, participated actively in the national strategy of “The Belt and Road”, and speeded up the

work pace of “going global”. As a result, the company’s strategic layout and asset structure have been further

optimized and development quality has been further improved.

In 2015, we paid much attention to strengthening operating management and control and realized stable

growth of our economic benefit by deepening benchmarking management and fine management, controlling key

elements of electricity, fuel and costs, deepening the economic operation in the field of thermal power, new energy

and coal chemistry, coordinating and organizing production and operation efficiently.

In 2015, we boosted efforts to implement the innovation-driven strategy, deepened the internal reform,

improved the systems and mechanisms, pressed ahead with the “Four Centralized Management and Control” for

investment, fuel, finance and material, strengthened the management of provincial subsidiaries, established a

comprehensive risk management system and made it function effectively. The modern management level of the

company was enhanced remarkably.

In 2015, we stuck to green development, carried out measures for energy conservation and emission reduction,

applied new technologies and processes, continued to improve energy consumption indexes, and worked to

2015 Annual Report

enhance the economic operation level of units. The emission of all thermal power units of the company met the

standards and the in-depth transformation of 16 units for emission reduction was completed smoothly. We built up

a good image of “Green GDPD”.

In 2015, we strengthened financing management, explored new financing channels, made greater efforts to

manage investor relations, intensified the communication with overseas investors, kept expanding channels for

communicating with investors, managed the enterprise pursuant to law, and improved the standard operation.

Up to the end of 2015, the company has laid a solid foundation for workplace safety, maintained the

momentum of operation and development, guaranteed the harmony and stability of the staff, taken the lead in the

industry in several indexes, and realized continuous enhancement of the management performance.

During the “13th Five-Year Plan”, guided by the five major development concepts, GDPD will step up efforts

to “strive to be the first-class”, and ensure that by the end of the “13 th Five-Year Plan”, it will finish building a first-

class comprehensive listed power company taking the electricity as the main business and coal as the auxiliary

business, driven by innovation and advanced management, being safe and efficient, green and low-carbon, and

having international competitiveness, and become the first-class thermal power, wind power, new energy and coal

enterprise.

2016 is the beginning year of the “13th Five-Year Plan”, and an important year for GDPD to “strive to be the

first-class”. Facing the new normal of the electric power industry and new requirements for SOE reform, we will

continue our efforts to implement the “one-five-five” strategy, deepen the work of “Enhancing Management,

Promoting Benefits” in all respects, and enhance the enterprise market competitiveness and sustained profitability

by promoting the reform, improving the mechanisms, strengthening the management and control, optimizing the

indexes and enhancing the competence with the spirit of “working hard endlessly to strive to be the first-class”.

A new start means a new journey and a new normal means a new mission. In the future, under the great

support of all shareholders, we will unite together, forge ahead, and create a better tomorrow of GDPD with more

excellent performance.

2015 Annual Report

Important Notice

I. The Company’s board of directors, the board of supervisors, directors, supervisors and senior

executives shall ensure real, correct and complete content of the annual report. If any fraudulent

record, randomly modified statement or serious information omission were undertaken, the joint and

several liability would be persecuted.

II. Situation of Non-attendance director

Position of Non-

attendance director

Name of Non-attendance

directorAccount for Non-attendance Name of Mandatary

Directors Bao Jiang Business Leave Li Xiuhua

III. Ruihua Certified Public Accountants (special general partnership) issued a standard audit report with

clean opinion to the Company.

IV. Feng Shuchen, the person in charge of the Company's administration, Jiang Hongyuan, the person in

charge of the accounting work and Sun Desheng, person in charge of the accounting organization

(accountant in charge) shall guarantee the financial report which is dependable, accurate and complete

contained in the annual report.

V. The plan for the profit distribution during the report period or the plan for increasing the share capital

from the accumulation fund that has been deliberated by the board of directors

The plan for the profit distribution during the report period or the plan for increasing the share capital from the

accumulation fund that has been deliberated by the board of directors: according to the proposal for the profit

distribution of 2015 approved by the 33rd Conference of the Seventh Board of directors of the Company, the plan for

the profit distribution of 2015 is to distribute the bonus by cash, and the cash bonus is CNY1.1 every 10 shares ( tax

inclusive). Taking the total share capitals of 19,650,397,845 Shares of the Company in 2015 as the basis for

calculation, the amount of cash bonus would be CNY2,161,543,762.95. This plan of profit distribution shall be

executed only after it is approved in the shareholders meeting.

VI. Risk disclaimer on forward-looking statements

All forward-looking statements regarding development strategies and business plan in this report shall not

constitute the real commitment to investors. Please pay attention on the investment risk.

VII. If any capitals are occupied for non-operating purpose by the controlling shareholder and related

2015 Annual Report

parties?

No

VIII. If the Company has provided external guarantee by breaking the specified decision-making

process?

No

IX. Prompts of Main Risks

In this report, the Company has elaborated on possibly existing relevant risk. Please refer to the part of possible

risks in the discussion and analysis of the Company’s future development in the Management Discussion and

Analysis.

2015 Annual Report

Contents

Section I Definitions...................................................................................................................................................6

Section II Company Profile and Main Financial Indicators........................................................................................7

Section III Company Business Profile......................................................................................................................15

Section IV Management Discussion and Analysis....................................................................................................18

Section V Important Matters.....................................................................................................................................46

Section VI Share changes and shareholder conditions of ordinary shares................................................................59

Section VII Condition of Directors, Supervisor, Senior management personnel and Employees.............................67

Section VIII Corporate Governance..........................................................................................................................77

Section IX Conditions of corporation bonds.............................................................................................................82

Section X Financial Reports......................................................................................................................................85

2015 Annual Report

Section I Definitions

I. Definitions

Unless otherwise specified, the following terms herein shall be defined as follows:

Explanation of common terms

China Guodian or

Controlling Shareholdermean(s) China Guodian Corporation

CSRC or SRC mean(s) China Securities Regulatory Commission

NDRC mean(s)National Development and Reform Commission of the People's Republic

of China

SASACSC or SASAC mean(s)State-owned Assets Supervision and Administration Commission of the

State Council

CEC mean(s) China Electricity Council

Installed capacity mean(s) the total amount of the rated capacity of all the generating units

Controlling installed

capacitymean(s)

the sum of the installed capacity of wholly-owned Power Plants and that of

controlling Power Plants

On-grid energy mean(s)the electric quantity produced by Power Plants and connected to grid

connection points

On-grid price mean(s)the price of the on-grid energy the power generation company settles with

buyers

Utilization hours mean(s)

the ratio between the actual generating capacity of the generating units

(Power Plants) and the average capacity (for newly used generating units,

it will be converted by the time) of the generating units (Power Plants)

during the period of statistics, namely the service hours of generating units

(Power Plants) under the operation of full rated capacity

Kilowatt/kW mean(s) the unit of measurement of the electric power

Kilowatt hour/kWh mean(s)

the unit of measurement of electric quantity. One KWH means the power

that a power generator of 1000Watt releases in one hour under non-stop

operation with rated capacity, which is also commonly known as "degree"

Net coal consumption

ratemean(s)

the average quantity of standard coal consumed when the energy of 1 KW

is supplied by one thermal Power Plant. The unit is gram/kWh.

Standard coal mean(s) the ideal coal containing 29,271.2KJ of heat per 1kg

2015 Annual Report

Section II Company Profile and Main Financial Indicators

I. About Company

Chinese name of the Company 国电电力发展股份有限公司Abbreviation of Chinese name of the Company 国电电力English name of the Company GD POWER DEVELOPMENT CO.,LTD

Abbreviation of English name of the Company GDPD

Legal representative of the Company Chen Feihu

II. Contact person and contact information

Secretary of the board of directors Representative of securities affairs

Name Li Zhongjun Xu Weizhong

AddressAnyuan No.19, Anhui Beili, Chaoyang District,

Beijing

Anyuan No.19, Anhui Beili, Chaoyang District,

Beijing

Tel. 010-58682100 010-58682100

Fax 010-64829902 010-64829902

Email [email protected] [email protected]

III. Basic introduction

Registered address of the CompanyHuanghai West Road No.4, Economic and Technical

Development Zone, Dalian

Postcode of registered address of the Company 116600

Office address of the Company Anyuan No.19, Anhui Beili, Chaoyang District, Beijing

Postcode of office address of the Company 100101

Website www.600795.com.cn

Email [email protected]

IV. Information disclosure and preparation address

Name of newspaper the Company selects for

information disclosureChina Securities Journal and Shanghai Securities News

The website appointed by CSRC for publishing annual

reportswww.sse.com.cn

The address where the Company prepares the annual

report

Securities Financing Dept. of the Company, Anyuan

No.19, Anhui Beili, Chaoyang District, Beijing

2015 Annual Report

V. Brief introduction of corporate stock

Brief introduction of corporate stock

Type of stock Stock exchange Stock abbreviation Stock code Stock abbreviation before modification

A Share SSE GDPD 600795 Northeast Thermal Power

VI. Other information

Information of

accounting firm

(domestic)

entrusted by the

Company

NameRuihua Certified Public Accountants (special general

partnership)

Office address

Floor 3-9,West Tower, China Overseas Property Square,

Building No. 7, Yard 8, Xibinhe Road, Yongdingmen,

Dongcheng District, Beijing

Name of signing accountant Zhang Dazhi, Li Min

Sponsors for

performs the

responsibilities of

continuous

supervision during

the report period

Name UBS Co., Ltd.

Office addressFloor 15, Financial Center of Yinglan International, Jinrong

Street No. 7, Xicheng District, Beijing

Name of signing sponsor

representativeLiu Wencheng, Cui Wei

Period of continuous

supervision

August 30, 2011 to fund raised by GD convertible bond runs

out (“GD Convertible Bond” was delisted from Shanghai

Stock Exchange (SSE) on March 5, 2015.)

2015 Annual Report

VII. Main Accounting Data and Financial Indicators of the latest three years(I) Main Accounting Data

Unit: Yuan Currency: CNY

Main accounting data The year of 2015The year of 2014 Increase/decrease (%) of this

report period over the same period of the last year

The year of 2013After adjustment Before adjustment

Operating incomes 54,582,558,772.62 61,793,207,004.73 61,474,849,059.71 -11.67 67,161,349,741.25

Net profit attributable to shareholders of

the listed company4,204,859,194.37 6,008,634,737.94 6,008,547,847.99 -30.02 6,279,272,769.68

Net profit attributable to shareholders of

the listed company after deducting the

non-recurring profit and loss

3,741,928,969.36 5,487,999,182.88 5,487,999,182.88 -31.82 5,857,063,807.44

Net cash flow from operating activities 24,293,311,302.15 22,798,499,758.90 22,713,421,309.42 6.56 23,201,069,453.16

The end of 2015The end of 2014 Increase/decrease (%) of the end

of this report period over the same period at the end of the

last year

The end of 2013After adjustment Before adjustment

Net assets attributable to the listed

company shareholders47,708,764,544.84 44,478,822,598.24 44,477,775,794.57 7.26 37,335,083,102.12

Total assets 250,184,810,947.88 246,359,001,839.05 246,253,096,773.70 1.55 244,960,460,602.50Total share capitals at the ending 19,650,397,845.00 18,822,875,948.00 18,822,875,948.00 4.40 17,229,916,618.00

(II) Main Financial Indicators

Main Financial Indicators The year of 2015

The year of 2014 Increase/decrease (%) of this report period over the same period of the last year

The year of 2013After adjustment Before adjustment

Basic earnings per share (Yuan/Share) 0.215 0.348 0.348 -38.22 0.364

2015 Annual Report

Diluted earnings per share (Yuan/Share) 0.215 0.339 0.339 -36.58 0.35

Basic earnings per share after deducting the non-

recurring profit and loss (Yuan/Share)0.192 0.318 0.318 -39.62 0.34

Earning rate on weighted average net assets (%) 8.945 15.38 15.38 Decreased by 6.435% 16.623

Earning rate on weighted average net assets after

deducting the non-recurring profit and loss (%)8.000 14.142 14.142 Decreased by 6.142% 16.105

2015 Annual Report

Description on main accounting data and financial index of the Company of last three years before end of report

period:

1. On January 2015, the Company acquired control right of GD Ningbo Fuel Co., Ltd. The transaction constitute

merging of enterprise under same control, according to Accounting Standards for Business Enterprises (ASBE), the

Company made retroactive adjustment to the data of previous year.

2. The Company offered first tranche of CNY1 Billion MTN with special terms on December 20, 2013, offered

second tranche of CNY1.7 Billion MTN with special terms on November 14, 2014 and listed under “Other Equity

Instrument” of the report. The effects of MTN are included in indexes of net profit attributable to shareholders of

the listed company, net profit attributable to shareholders of the listed company after deducting the non-recurring

profit and loss, net assets attributable to the listed company shareholders, basic earnings per share, diluted earnings

per share, basic earnings per share after deducting the non-recurring profit and loss, earning rate on weighted

average net assets, earning rate on weighted average net assets after deducting the non-recurring profit and loss.

3. The net profit of the Company attributable to listed-company shareholders decreased by 30.02% year-on-year for

main reasons as follows: 1) Due to the deficit of the Company’s shareholding enterprises, the return on investment

this year decreased by 92.73% year-on-year; 2) The assets impairment loss of the Company this year increased by

33.50% year-on-year.

4. The basic earning per share of the Company decreased by 38.22% year-on-year, this was mainly caused by the

net profit attributable to listed-company shareholders decreased this year and the shared capital of the Company

increased after the Company’s convertible bonds were converted into shares during the reporting period.

VIII. Accounting data difference between accounting standards of overseas and domestic

(I) Difference between disclosing net profit and net assets attributable to the listed company shareholders in

financial report according to International Accounting Standard (IAS) and Chinese Accounting Standard at

the same time

□ applicable √ not applicable

(II) Difference between disclosing net profit and net assets attributable to the listed company shareholders in

financial report according to Overseas Accounting Standard and Chinese Accounting Standard at the same

time


(III) Instructions on the accounting standards difference between of overseas and domestic

2015 Annual Report

No

IX. Quarterly main financial data in 2015


The first quarter(Jan. - Mar.)

The second quarter(Apr. - Jun.)

The third quarter(Jul. - Sept.)

The fourth quarter(Oct. - Dec.)

Operating incomes 13,365,031,951.93 13,144,167,861.51 14,852,261,556.16 13,221,097,403.02

Net profit attributable to

shareholders of the listed

company

1,645,723,310.82 1,702,728,706.85 1,571,587,615.07 -715,180,438.37

Net profit attributable to

shareholders of the listed

company after deducting

the non-recurring profit

and loss

1,522,839,686.92 1,657,591,790.09 1,549,613,749.78 -988,116,257.43

Net cash flow from

operating activities6,074,555,025.97 6,807,017,426.38 5,184,438,664.90 6,227,300,184.90

Instructions on difference between of quarterly data and periodic reports disclosed data□ applicable √ not applicable

X. Items and amount of non-recurring profit and loss

√ applicable □not applicable

Unit: Yuan Currency: CNYItems of non-recurring profit and loss Amount in 2015 Amount in 2014 Amount in 2013

Profit and loss on disposal of non-current assets 277,310,030.86 605,677,505.16 -299,822,751.23

Approval beyond authority, or documents without formal

permission, or accidental tax returns or exemption

The government subsidies included into the profit and

loss of the current period shall exclude the government

subsidies enjoyed sustainably according to certain

standard rating or quantification that are closely related

to the normal operating business of the Company and

conform to relevant regulations.

173,091,464.00 234,004,261.07 257,212,120.30

Payment for the use of state fund collected to non-

financial business included in current profit and loss

The cost of investment of the Company to acquire the

subsidiary, associated company and joint venture

company is less than the earnings from the fair value of

2015 Annual Report

net identifiable assets of invested units at the time of

making the investment

Profit and loss on non-monetary assets exchange

Profit and loss on entrusting other to investment or

manage assets

Withdrawing various impairment asset preparations due to force majeure factors such as natural disasters

Profit and loss on debt restructuring 6,573,194.54

Expenses of corporate restructuring, such as staffing

expenditures and integration charges etc.-10,781,390.50

Profit and loss on the over fair value part of transactions

with unfair transaction value

The current net profit and loss of the subsidiary, which is

formed by the enterprises under the same control, from

the beginning of the period to the date of combination

86,889.95 901,899,800.02

Profit and loss with no relation to normal business of the

Company or caused by matters

Except the effective hedging operations related to normal

operation business of the Company, the variable profit

and loss on fair value by holding trading financial assets

and trading financial liabilities and the investment

income by disposal of trading financial assets, trading

financial liabilities and available-for-sale financial assets

19,013,900.00 3,121,309.44

Provision for diminution in value of receivables

separately conducted impairment test

The profit and loss by external entrust loans 23,307,302.71 74,960,310.41 31,038,333.34

Profit and loss from changes of follow-up measuring of

investment real estate fair value adopted the model of fair

value

Current profit and loss effects on one-time adjustment of

current profit and loss according to laws and regulations

of tax and accounting

Trustee fee income earned by trusted management

Other non-operating incomes and expenditure except the

above items114,750,631.08 -10,099,127.65 19,408,403.05

Other profit and loss items consistent with the definition

of non-recurring profit and loss

Amount affected by minority equity -73,719,779.69 -256,541,524.42 -402,911,081.56

2015 Annual Report

Amount affected by income taxes -70,823,323.95 -127,452,759.46 -83,528,975.16

Total 462,930,225.01 520,635,555.06 422,208,962.24

XI. Items of measured by fair value


Items name Beginning balance Ending balanceChange in

current period

Amount being affected

on the current profit

Available-for-sale

financial assets

711,498,215.55 815,655,686.28 104,157,470.73 0

Total 711,498,215.55 815,655,686.28 104,157,470.73 0

2015 Annual Report

Section III Company Business Profile

I. The Company engaged in the main business, operation models and description of the Industry during the

report period

(I) Main business and operation models

GD POWER DEVELOPMENT CO., LTD. is a listed nationwide power generation company held by China

Guodian Corporation. The Company is a direct financing window in the A-shares capital market and a platform of

overall reformation implementation. Up to now, the Company has 63 subordinate and holding companies, 21 joint-

stock companies and 6 preparation offices. The Company has a fine asset structure, with its affiliated companies

widely distributed in 25 provinces, cities or regions, such as Northeast China, North China, East China, South

China, Southwest China and Northwest China etc. For recent years, the Company has always adhered to scientific

development, emphasized quality and efficiency, advanced the main business, promoted the transformation and

upgrading, thus optimized the power source structure and layout.

(II) Description of the Industry

In 2015, according to the National Power Industrial Statistics Bulletin of CEC, as influenced by the macro

economy, especially by factors such as the slump of industrial production, industrial restructuring, industrial

transformation and upgrading and the air temperature, the growth of national electricity consumption slowed down

obviously. The total electricity consumption was 5,550 billion kWh, with a year-on-year increased by 0.5%,

dropped by 3.6% over the last year. The electricity consumption of the primary industry was 102 billion kWh, with

a year-on-year increased by 2.5%; that of the secondary industry was 4,004.6 billion kWh, with a year-on-year

decreased by 1.4%; that of the tertiary industry was 715.8 billion kWh, with a year-on-year increased by 7.5%; that

for urban and rural resident living was 727.6 billion kWh, with a year-on-year increased by 5.0%. In 2015, the total

electricity generation was 5,604.5 billion kWh, increased by 0.6% over the last year. The hydropower generation

increased by 5.1%; the thermal power decreased by 2.3%; the nuclear power increased by 27.2%; the grid-

connected wind power increased by 15.8%; the grid-connected solar power increased by 64.4%. The average

utilization hour of power generation equipment in nationwide power plants with the capacity of 6,000 kW and

above was 3,969 hours, with a year-on-year decreased by 349 hours. The newly installed generating capacity of the

year reached a new high. The installed generating capacity reached 1.51 billion kW by the end of the year and the

supply ability was sufficient. The non-fossil energy developed rapidly. By the end of the year, the ratio of installed

2015 Annual Report

capacity with non-fossil energy increased to 35.0%. The generating capacity of thermal power continued the

negative growth from the last year and the utilization hour dropped to a record low of 4,329 hours.

II. Analysis of core competitiveness during the report period

(I) Resources acquisition and sustainable development capacity

Industrial structure: in recent years, the Company have highly promoted the clean renewable energy; though

the thermal power generating units still take the lead in the power structure of the Company, it proportion decreases

year by year, accounting for 67.4% by the end of 2015. The vigorous development on clean renewable energy

conforms to the national industrial policies, helpful to the long-term stable development of the Company. In face of

the changing situation for the national wind power development, the Company continued to adjust the development

strategy. The focus of wind power development was transferred step by step from the “Three-North” onshore wind

power towards the coordinated development of the northern wind power base, middle and southeastern wind fields

around hills and offshore wind power.

Technical advantages: in recent years, the average unit capacity of the thermal power generating unit of the

Company has increased continuously. Up to the end of 2015, the installed capacity of thermal generating units

(600,000 kW or above) of the Company has been 18,400,000 kW, accounting for 58.96% of the total thermal power

installed capacity; and the installed capacity of thermal generating units (1,000,000 kW or above) of the Company

has been 7,000,000 kW, 22.43% of the total thermal power installed capacity. The coal consumption of power

supply decreased continuously through the technical transformation. In 2015, the coal consumption of power

supply was 303.42g / kWh.

(II) Guarantee Capability of Human Resource

The Company adopted a series of measures. It continued to optimize the leading groups of primary units,

strengthened the selection of reserve leaders and young talents, reinforced the management of middle-level leaders,

carried out the project of “building a strong enterprise with talents” and the training of professional managers,

constructed channels for career development. At present, the Company possesses a management team suitable for

market situations, proficient in management and able to overcome all difficulties, as well as an employee team

conforming to the development requirements, experienced in technology and dedicated to work. These can provide

solid humans resource guarantee for the Company’s sustained development. With the advancement of the

Company’s reform on three systems, the Company’s management and control ability will be strengthened and the

2015 Annual Report

management efficiency will be enhanced gradually. Its power and vigor will be released gradually and its market

competitive advantages will become prominent.

(III) Guarantee Capability of Cost Control

Progress was made in the cost control and the management level was enhanced. The Company conducted the

work of “Enhancing Management, Promoting Benefits” comprehensively during the system, and pressed ahead

with benchmarking management of costs and expenses in 7 business blocks, namely the thermal power, hydraulic

power, new energy, coal, preliminary works, capital construction and comprehensive work, and formed a set of

complete, feasible and effective benchmarking management system for costs and expenses with reasonable indexes.

By further dividing the indexes of costs and expenses, it implemented the system of management responsibility at

each level and strengthened the consciousness of enterprise competition. Besides, by integrating the benchmarking

management with the performance assessment, it effectively improved the work enthusiasm of primary units,

realized the all-level, all-around, whole-process and systematic management of costs and expenses, and efficiently

enhanced the Company’s capability of cost control.

2015 Annual Report

Section IV Management Discussion and Analysis

I. Management Discussion and Analysis

(I) Installed situation

Up to the end of 2015, the installed scale under the Company's control had reached 46,303,500 kW, accounting

for 3.07% of total national installed capacity, including 31,207,500 kW of thermal power generating units, 67.40%

of the total installed capacity; 10,800,300 kW of hydropower units, 23.32% of the total installed capacity;

4,083,700 kW of wind power units, 8.82% of the total installed capacity; and 212,000 kW of solar power units,

0.46% of the total installed capacity.

In 2015, the newly added power generating capacity of the Company was 5,467,500 kW, including 2,010,000

kW of newly installed thermal power generating units, consisting of the 1,000,000 kW of Unit 3 of Second phase of

Jiangsu Taizhou, 660,000 kW of Unit 1 of Xinjiang Kumul Dananhu and 350,000 kW of Unit 2 of Xinjiang

Karamay Thermal Power Plant; 2,775,000 kW of newly installed hydropower units, consisting of the 80,000 kW of

Xinjiang Salikete Hydropower Station, 25,000 kW increased through technical transformation of Unit 14 at

Tongjiezi Hydropower Station in Dadu River Gongzui Hydropower General Plant, 720,000 kW of Dadu River

Zhentouba Level I, and 1,950,000 kW of Dadu River Dagangshan Hydropower Station; 681,500 kW of newly

installed wind power units; 1,000 kW of newly installed solar power units.

(II) Generating capacity situation

Up to the end of 2015, the accumulative power generating capacity of all power enterprises of the Company,

wholly-owned or under controlling, had been 168,657,000,000 kWh, and the on-grid energy had been

164,956,000,000 kWh, with a year-on-year decreased by 5.76% and 2.93% respectively. And the utilization hours

had been 4,077 hours, 108 hours more than the national average level, including 4,499 hours of thermal power,

3,678 hours of hydropower, 1,923 hours of wind power and 1,420 hours of photovoltaic. The heating capacity had

been 53,533,700 GJ, with a year-on-year increased by 9.92%.

(III) Development situation

In 2015, the Company continued to give priority to quality and benefit and strived to make the primary

business stronger and better. The Company was approved with power supply project capacity of 10,003,900 kW,

including 6,740,000 kW of thermal power, 2,000,000 kW of hydropower and 1,263,900 kW of wind power.

(1) Main thermal power project has acquired progress. Leading by power outward transmission project, the

2015 Annual Report

Company developed high parameter, low emission large-scale thermal power and coal power integration project.

Ningxia Fangjiazhuang 2×1000 MW, Xinjiang Zhundong Wucaiwan Beisan Plant 2×660 MW, Second phase of

2×660 MW of Anhui Bengbu, Ningxia Dawukou Thermal Power 2×350 MW, Liaoning Pulandian Thermal Power

2×350 MW and Heibei Zunhua Thermal Power 2×350 MW was approved, three power outward transmission

projects of Inner Mongolia Shanghaimiao 2×1000 MW, Inner Mongolia Changtan 2×660 MW and Shanxi Hudong

2×1000 MW were steady promoted.

(2) Clean energy developed with good momentum. The Company actively promoted the development of

medium and large hydropower resource, optimized the development structure of “two regions and one basin”, 2000

MW of Shuangjiangkou Hydropower Station was approved. The Company also accelerated the development of

wind power projects, Xinjiang Jingxia Wind Power etc. A number of high-quality Project was approved.

(IV) Operating management

In 2015, the Company further conducted benchmarking management, strengthened researches on the

electricity market, boosted efforts to marketing, and implemented the low-cost strategy. Its benchmarking indexes

were optimized level by level. Also, it conducted dynamic benchmarking with leading enterprises in the industry,

channeled efforts into key factors, detailed and implemented the benchmarking plan. Thus, its economic operation

level was advanced in all respects. By reinforcing the “four-dimensional” benchmarking of the utilization hour and

deepening the activity of “electricity quantity competition”, it stimulated the enthusiasm of all subordinate

enterprises for more generating capacity. As a result, the Company’s annual utilization hour of power generation

was higher than the national average level. Enterprises such as Beilun Power Plant and Dalian Development Zone

Thermal Power Plant ranked the first in the regional benchmarking. Besides, it deepened the benchmarking of costs

and expenses, implemented the management and control responsibility level by level and promoted the source

management and process control of cost and expenses. Though the utilization hour of power generation decreased

greatly, the Company’s controllable fixed cost per kilowatt hour maintained the same level as the previous year.

Due to strict management of expenditures, eight items of expenses in the Company system reduced by 16.87%.

(V) Fuel management situation

The Company continued optimizing the structure of incoming coals, handling the procurement, reserve and

distribution by blending combustion in scientific methods and tried best to reduce the prices in every possible way.

During the reporting period, the unit price of standard coal of the Company was CNY399.77 /ton, with a year-on-

year reduced by CNY89.21 /ton; the accumulative economic coals for blending combustion in the whole year had

been 29.541Million tons, with the cost being saved CNY0.609 Billion. During the reporting period, the Company

2015 Annual Report

popularized Datong Company’s successful experience of “refined coal blending co-combustion” in the system. The

first batch of 4 pilot enterprises has put it into operation. The construction of fuel intelligent management made a

breakthrough. 15 intelligent construction projects in 12 enterprises were completed as scheduled and the planned

completion and operation percentage reached 100%.

(VI) Situation about energy saving and environmental protection

The Company paid much attention to energy conservation and low-carbon emission, and promoted scientific

transformation and technical innovation. In 2015, the first 1000MW ultra-supercritical double reheat coal-fired

generating unit—Taizhou #3 Unit in China was put into operation. The project’s designed coal consumption for

power generation is 256.2 grams per kilowatt hour, 6 grams per kilowatt hour lower than the best performance in

the world today and about 14 grams per kilowatt hour lower than that of a conventional 1000 MW unit. Its emission

of carbon dioxide, sulfur dioxide, nitrogen oxide and dust is reduced by over 5% and better than the emission of

gas-fired generating unit. It represents the world leading generating technology.

From the perspective of basic management, with energy efficiency benchmarking as the main line, with the

thermal test as the guidance, the Company kept enhancing the energy efficiency of units by channeling more efforts

to enhance equipment efficiency, strengthening fuel management, and refining operation management. Specific

analyses were integrated with the overall management control. A three-level (equipment, unit and company) index

management and control system was built, covering all respects so as to improve the economic operation level of

units. The coal consumption for power supply of Taizhou Company, Datong Company and Bulian Power Plant and

the power consumption rate of Taizhou Company and Bulian Power Plant remained to be the best in China. 14 units

including Datong unit #10 and etc. won the national energy efficiency benchmarking competition for large capacity

units. 16 units including units #6 and 7 of Guodian Beilun Company, units #1 and 2 of Taizhou Company, and units

#1 and 2 of Guodian Xinjiang Hongyanchi Company and etc. fully completed the transformation for ultralow

emission and were put into operation. 12 units including units #9 and #10 of Datong Company, unit #1 of

Dongsheng Power Plant and unit #2 of Dawukou Company and etc. completed partial transformation for ultralow

emission. The rest thermal power plants were carrying out technical transformation. The Company is trying to

complete the transformation for ultralow emission in all thermal power plants by 2018 and ensure to realize this by

2019.

2015 Annual Report

II. Main business condition during the report period

In 2015, the accumulative power generating capacity of all power enterprises of the Company, wholly-owned

or under controlling, had been 168,657,000,000 kWh, and the on-grid energy had been 164,956,000,000 kWh, with

a year-on-year decreased by 5.76% and 2.93% respectively. The operating incomes of the Company reached

CNY54.583 billion, with a year-on-year decreased by 11.67%; the operating costs reached CNY37.654 billion, with

a year-on-year decreased by 15.18%; up to December 31, 2015, the total assets of the Company reached

CNY250.185 billion, from beginning of the year increased by 1.55%; the total liabilities reached CNY180.661

billion, from beginning of the year increased by 0.05%; the asset-liability ratio of 72.21%; the Net profit

attributable to shareholders of the listed company reached CNY4.205 billion, with a year-on-year decreased by

30.02%.

(I) Analysis of main business

Analytic statement of changes on relevant subjects of profit statement and cash flow statement


SubjectAmount of the current

period

Amount of the same

period of the last year

Change

ratio (%)

Operating incomes 54,582,558,772.62 61,793,207,004.73 -11.67

Operating costs 37,654,130,128.34 44,392,322,567.35 -15.18

Selling expense 38,353,722.40 47,728,530.24 -19.64

G&A expense 768,616,256.72 895,227,359.78 -14.14

Financial expense 5,906,414,537.08 6,716,554,518.47 -12.06

Net cash flow from operating activities 24,293,311,302.15 22,798,499,758.90 6.56

Net cash flow from investment activities -18,639,290,621.55 -18,532,299,726.91 -0.58

Net cash flow from financing activities -4,562,303,438.43 -4,485,610,209.12 -1.71

Expenditures on research and development 24,249,000.00 23,071,100.00 5.11

1. Incomes and cost analysis1) In 2015, the operating incomes of the Company reached CNY54,582,558,772.62, with a year-on-year

decreased by 11.67%. The main reason was that the power generation and consumption decreased over the same

period of the last year, while the sale price of electricity also decreased to some extent.

2) In 2015, the operating costs of the Company reached CNY37,654,130,128.34, with a year-on-year

decreased by 15.18%. The main reason was that the decline of power generation as compared with that in the same

period of the last year resulted in the decline of fuel consumption. Meanwhile, the coal price was lower than that in

2015 Annual Report

the same period last year and the operating cost was reduced dramatically.

2015 Annual Report

(1) Conditions on Industry-classified, Product-classified and Region-classified of main business

Unit: Yuan Currency: CNYConditions on Industry-classified of main business

Industry-classified

Operating incomes Operating costsGross profit margin (%)

Increase/decrease of operating incomes compared

with the last year (%)

Increase/decrease of operating cost compared


Increase/decrease of gross profit rate compared with

the last year (%)Power industry 46,756,693,579.99 31,541,636,033.99 32.54 -11.31 -13.79 Increased by 1.94%Heating industry 1,553,866,578.05 1,588,453,727.75 -2.23 10.19 3.75 Increased by 6.34%Chemical industry 1,779,613,144.89 1,532,808,334.61 13.87 -23.30 -23.01 Decreased by 0.32%Coal sales industry 6,733,356,902.62 6,699,475,552.70 0.50 -19.24 -19.43 Increased abou0.24%Other 689,322,889.33 761,042,607.92 -10.40 98.07 175.12 Decreased by 30.92%

Conditions on Product-classified of main business

Industry-classified







the last year (%)Power industry 46,756,693,579.99 31,541,636,033.99 32.54 -11.31 -13.79 Increased by 1.94%Heating industry 1,553,866,578.05 1,588,453,727.75 -2.23 10.19 3.75 Increased by 6.34%Chemical industry 1,779,613,144.89 1,532,808,334.61 13.87 -23.30 -23.01 Decreased by 0.32%Coal sales industry 6,733,356,902.62 6,699,475,552.70 0.50 -19.24 -19.43 Increased by 0.24%Other 689,322,889.33 761,042,607.92 -10.40 98.07 175.12 Decreased by 30.92%

Conditions on Region-classified of main business

Industry-classified







the last year (%)Northeast China 3,486,844,884.75 3,088,642,631.20 11.42 -8.76 -4.31 Decreased by 4.12%North China 8,691,774,701.01 5,750,229,479.75 33.84 -10.71 -10.61 Decreased by 0.08%

2015 Annual Report

East China 29,788,333,565.05 22,582,765,952.55 24.19 -14.20 -17.60 Increased by 3.13%

South China 111,784,192.99 53,515,123.40 52.13 51.13 46.35 Increased by 1.57%Central China 268,349,118.21 175,479,831.98 34.61 11.74 16.03 Decreased by 2.41%Northwest China 7,989,216,588.29 6,521,325,260.09 18.37 -15.04 -11.41 Decreased by 3.35%Southwest China 7,176,550,044.58 3,951,457,978.00 44.94 0.45 -3.35 Increased by 2.17%

Conditions on Industry-classified, Product-classified and Region-classified of main business:

1) Operating incomes of subsidiaries of the Company in Central China was increased compared to the same period of the last year, this was mainly caused by that the

invested wind power project of GDPD Hunan New Energy Development Co., Ltd. was put into production in November 2014.

2) Operating incomes of subsidiaries of the Company in South China was increased compared to the same period of the last year, this was mainly caused by that the

generating capacity of GDPD Guangdong New Energy Development Co., Ltd. was increased year-on-year.

(2) About main customers

PeriodsTotal operating incomes of the top 5

customersProportion in operating incomes of

the same period (%)

The year of 2015 31,741,506,151.72 58.15

(3) Cost analysis sheetUnit: CNY

Condition on industry-classified

Industry-

classified

Items of costs

structure

Amount of the

current period

Proportion in the

total costs of the

current period (%)

Amount of the

same period of the

last year

Proportion in the total costs

during the same period of

the last year (%)

Change ratio on the amount of the

current period compared with the

same period of the last year (%)

Power and Heating Fuel 14,998,797,721.76 39.83 20,698,424,413.24 46.63 -27.54

2015 Annual Report

Power and Heating Depreciation 5,666,482,569.90 15.05 5,649,288,315.35 12.73 0.30other Depreciation 3,608,554,931.00 9.58 3,192,327,911.83 7.19 13.04

Conditions on Product-classified

Industry-

classified

Items of costs

structure

Amount of the

current period

Proportion in the

total costs of the

current period (%)

Amount of the

same period of the

last year

Proportion in the total costs

during the same period of

the last year (%)

Change ratio on the amount of the

current period compared with the

same period of the last year (%)

Power and Heating Fuel 14,998,797,721.76 39.83 20,698,424,413.24 46.63 -27.54Power and Heating Depreciation 5,666,482,569.90 15.05 5,649,288,315.35 12.73 0.30other Depreciation 3,608,554,931.00 9.58 3,192,327,911.83 7.19 13.041) The fuel cost in the current period decreased by 27.54% over the same period of the last year. The main reason was that the decline of power generation as compared

with that in the same period of the last year resulted in the decline of fuel consumption and that the coal price was lower than that in the previous year.

2) The Company continued optimizing the structure of incoming coals, handling the procurement, reserve and distribution by blending combustion in scientific methods

and tried best to reduce the prices in every possible way. During the reporting period, the unit price of standard coal of the Company was CNY399.77 /ton, with a year-

on-year reduced of CNY89.21 /ton; the accumulative economic coals for blending combustion in the whole year had been 29.541Million tons, with the cost being saved

CNY0.609 Billion.

2015 Annual Report

(4) About main suppliers

In 2015, the supply quantity of the main coal suppliers of our Company was 16,933,700 tons, in a total amount

of CNY4.467 Billion, accounting for 28.37% of the total procurement of the year.

2. Expenses

(1) The financial expense in the current period was CNY5,906,414,537.08, with a year-on-year decreased by

12.06%, this was mainly caused by the sharp decrease of the Company’s financing cost and decrease of the

interest expense due to repeated interest-rate cut by financial institutions in 2015.

(2) The G&A expense in the current period was CNY768,616,256.72, with a year-on-year decreased by

14.14%, this was mainly caused by the Company strengthened the cost and expense management in 2015.

(3) The selling expense in the current period was CNY38,353,722.40, with a year-on-year decreased by

19.64%, this was mainly caused by reduction of the transportation cost in 2015.

3. Invests on research and development

Statements of invests on research and developmentUnit: CNY

Invests on research and development for expenses of the current period 24,249,000.00Invests on research and development for capitalization of the current period 0

Total invests on research and development 24,249,000.00The proportion of total invests on research and development in the operating incomes (%) 0.04

Explanation:

(1) During the reporting period, the technical project, Research on the Technology of Industrial Wastewater

Concentration and Reduction and Technology of Zero-emission and Salt Manufacturing in Thermal Power Plants ,

was advanced step by step under the leadership of the Company and the participation of Guodian New Energy

Technology Research Institute and Dongsheng Thermal Power Plant.

(2) During the reporting period, the Company won 5 items of China Guodian Science and Technology Progress

Award and 12 pieces of outstanding and reasonable suggestions.

4. Cash flow

The Net cash flows from operating activities was CNY24,293,311,302.15, with a year-on-year increased by

6.56%, this was mainly caused by performed well in sales and collection in 2015.

2015 Annual Report

(II) Notes to Material Changes of Profits Caused by Non-core Business

√applicable □not applicable

In 2015, due to the assets impairment loss provided by Guodian Technology & Environment Group

Corporation Limited where the Company constituted an equity participant, the Company recognized the loss on

investment of CNY1.731 billion, decreased by CNY1.731 billion from its net profit in 2015.

(III) Analysis of assets and liabilities

Assets and liabilitiesUnit: CNY

ItemAmount in the end

of the current period

Proportion of the amount at the end of the current period

among the total assets (%)

Amount in the end of the last period

Proportion of the amount in the end of last period among

the total assets (%)

Change ratio on the amount at the end of the current period over that of the end of the last

period (%)Monetary funds 3,440,868,458.98 1.38 2,348,934,025.58 0.95 46.49

Bills receivable 772,704,146.27 0.31 534,936,264.60 0.22 44.45

Accounts receivable

5,304,816,816.73 2.12 7,683,206,403.62 3.12 -30.96

Prepayments 299,449,230.17 0.12 432,449,549.22 0.18 -30.76

Long-term unamortized expenses

37,305,220.10 0.01 23,399,409.89 0.01 59.43

Noncurrent Liabilities matured within a year

10,616,947,499.44 4.24 15,729,537,095.13 6.38 -32.50

Long-term accounts payable

7,652,912,650.61 3.06 5,642,392,102.02 2.29 35.63

Other non-current liability

201,968.25 0.00 4,005,283,094.54 1.63 -99.99

Other explanation:Monetary funds: the ending balance is CNY3,440,868,458.98, increased by 46.49% over the beginning balance of

the year, this was mainly caused by the increased net cash flows in the operating activities as the Company and its

2015 Annual Report

subsidiaries strengthened the collection of accounts receivable.

Bills receivable: the ending balance is CNY772,704,146.27, increased by 44.45% over the beginning balance of the

year, this may be mainly caused by increase of income settlement by bills from commodity sales of the subsidiaries

of the Company, such as GD Younglight Energy Chemical Group Co., Ltd., GD Jiangsu Power Co., Ltd., and the

like at the current period.

Accounts receivable: the ending balance is CNY5,304,816,816.7, decreased by 30.96% over the beginning balance

of the year, this was mainly caused by the decreased electricity charge receivable due to the power generation

decline of the Company and its subsidiaries and the urged collection of the electricity charge receivable.

Prepayments: the ending balance is CNY299,449,230.17, decreased by 30.76% over the beginning balance of the

year, this may be mainly caused by decrease in advance payment of the Company and the subsidiaries of the

Company, such as GD Jiangsu Power Co., Ltd., GD Xinjiang Power Co., Ltd. and the like at the current period.

Long-term unamortized expenses: the ending balance is CNY37,305,220.10, increased by 59.43% over the

beginning balance of the year, this was mainly caused by the increased deferred expenses including the power grid

wheeling charge of the Company’s subsidiaries such as GD Xinjiang Power Go., Ltd.

Noncurrent Liabilities matured within a year: the ending balance is CNY10,616,947,499.44, decreased by 32.50%

over the beginning balance of the year. this was mainly caused by the full repayment of the bonds payable and

long-term borrowing listed in the Company’s non-current liabilities matured within a year.

Long-term accounts payable: the ending balance is CNY7,652,912,650.61, increased by 35.63% over the beginning

balance of the year, this was mainly caused by the debt increased in the form of financial leasing by the Company

and its subsidiaries.

Other non-current liability: the ending balance is CNY201,968.25, decreased by 99.99% over the beginning

balance of the year, this was mainly caused by the reclassification of the three-year private placement bond issued

by the Company into the non-current liabilities matured within a year as it would be due in 2016.

(IV) Analysis of industry operating information

2015 Annual Report

Analysis of the power industry operating information1. Electric quantity and price during the report period

√applicable □not applicableGenerating capacity (10000kWh) On-grid energy (10000kWh) Power consumption (10000kWh) Sale price (CNY/MWh)

Business region /Power type

This year

The same period of the

last yearYear-on-year This

year


last yearYear-on-year This

year


last yearYear-on-year This year

AnhuiThermal power 148.98 173.89 -14.33% 142.53 166.25 -14.27% 142.58 166.29 -14.26% 334.44

Wind power 1.87 0.79 136.71% 1.83 0.77 137.66% 1.84 0.77 138.96% 521.56 Hydropower 1.04 0.98 6.12% 1.03 0.97 6.19% 1.03 0.98 5.10% 379.4

FujianHydropower 1.53 1.64 -6.71% 1.49 1.6 -6.88% 1.49 1.61 -7.45% 384.6

GansuThermal power 25.31 28.79 -12.09% 23.4 26.52 -11.76% 23.41 26.19 -10.61% 246.16

Photovoltaic 0.44 0.42 4.76% 0.44 0.42 4.76% 0.44 0.42 4.76% 712.72Guangdong

Wind power 2.26 1.43 58.04% 2.14 1.42 50.70% 2.14 1.42 50.70% 521.33Hebei

Thermal power 34.3 34.54 -0.69% 30.52 30.98 -1.48% 30.52 30.98 -1.48% 357.53Wind power 6.38 6.06 5.28% 6.11 5.99 2.00% 6.13 6 2.17% 469.17

HunanWind power 1.44 0.25 476.00% 1.38 0.23 500.00% 1.39 0.23 504.35% 521.42

JiangsuThermal power 380.27 384.97 -1.22% 365.51 368.82 -0.90% 365.33 368.83 -0.95% 335.16

LiaoningThermal power 78.69 81.87 -3.88% 75.11 77.82 -3.48% 75.11 77.82 -3.48% 315.91

Wind power 17.65 17.15 2.92% 16.87 16.7 1.02% 16.94 16.78 0.95% 507.02Hydropower 3.26 5.74 -43.21% 3.1 5.96 -47.99% 3.1 5.96 -47.99% 306.13

Inner mongoliaThermal power 85.72 97.06 -11.68% 26.97 32.77 -17.70% 27.09 32.87 -17.58% 236.23

Wind power 8.42 8.5 -0.94% 8.05 8.39 -4.05% 8.06 8.37 -3.70% 420.39Photovoltaic 0.6 0.65 -7.69% 0.57 0.62 -8.06% 0.58 0.63 -7.94% 856.4

NingxiaThermal power 105.35 125.67 -16.17% 97.41 116.58 -16.44% 97.41 116.58 -16.44% 212.62

Wind power 6.95 6.69 3.89% 6.64 6.63 0.15% 6.59 6.53 0.92% 521.05Photovoltaic 1.04 1.13 -7.96% 1.03 1.12 -8.04% 1.03 1.11 -7.21% 999.17

2015 Annual ReportQinghai

Hydropower 3.88 3.93 -1.27% 3.8 3.88 -2.06% 3.8 3.88 -2.06% 205.82Photovoltaic 0.47 0.49 -4.08% 0.46 0.48 -4.17% 0.46 0.48 -4.17% 898.85

ShandongWind power 3.92 3.87 1.29% 3.73 3.8 -1.84% 3.73 3.8 -1.84% 577.08

ShanxiThermal power 176.53 212.02 -16.74% 161.32 195.12 -17.32% 161.32 195.12 -17.32% 301.44

Wind power 8.69 6.5 33.69% 8.35 6.45 29.46% 8.35 6.45 29.46% 519.4Xichuan

Hydropower 276.53 246.77 12.06% 274.54 244.95 12.08% 274.56 244.96 12.08% 222.86Xinjiang

Thermal power 80.15 85.97 -6.77% 73.65 78.9 -6.65% 73.65 78.9 -6.65% 208.56Wind power 6.78 6.99 -3.00% 6.61 7.84 -15.69% 6.61 6.87 -3.78% 496.3Hydropower 31.38 22.85 37.33% 31.06 21.59 43.86% 31.06 22.57 37.62% 227.51Photovoltaic 0.45 0.69 -34.78% 0.44 0.68 -35.29% 0.44 0.68 -35.29% 854.4

YunnanThermal power 22.29 40.65 -45.17% 20.62 37.79 -45.44% 20.55 37.74 -45.55% 437.83

Wind power 4.07 2.47 64.78% 3.96 2.45 61.63% 3.94 2.45 60.82% 529.14Zhejiang

Thermal power 154.55 173.7 -11.02% 147.47 166.54 -11.45% 147.64 166.63 -11.40% 365.77Wind power 3.84 3.13 22.68% 3.74 3.11 20.26% 3.74 3.11 20.26% 526.94Hydropower 1.54 1.46 5.48% 1.52 1.44 5.56% 1.52 1.44 5.56% 453.08

2. Electric quantity, incomes and costs during the report period√applicable □not applicable

Unit: Billion Yuan Currency: CNY

TypeGenerating

capacity (10000kWh)

Year-on-year (%)

Power consumption (10000kWh)

Year-on-year (%) Incomes

Amount of the same


Change ratio (%)

Items of costs structure

Aunt. of the current

period

Proportion in the total costs of the current

period (%)

Amount of the same


Proportion in the total costs during

the same period of the last year (%)

Change ratio on the amount of the current

period compared with the same period of the last

year (%)

Thermal power 12,921,324.99 -10.21 11,625,528.74 -10.43 364.65 421.76 -13.54

Fuel 142.43 45.72 198.46 54.65 -28.23Depreciation 53.61 17.21 54.15 14.91 -1.00

Wind power 722,747.62 13.21 694,853.36 10.65 34.92 31.37 11.32 Depreciation 13.59 4.36 11.26 3.10 20.69Hydropower 3,191,561.43 12.63 3,142,508.90 11.85 71.64 67.75 5.74 Depreciation 20.88 6.70 19.30 5.31 8.19Photovoltaic 30,100.21 -11.05 29,415.79 -11.35 2.62 2.94 -10.88 Depreciation 1.62 0.52 1.36 0.37 19.12

Total 16,865,734.25 -5.76 15,492,306.79 -5.82 473.83 523.82 -9.54 - 232.13 74.51 284.53 78.34 -18.42

2015 Annual Report3. Analysis of installed capacity


During the reporting period, the power capacity of the Company is 46,303,500 kWh, increased by 5,467,500 kWh year-on-year. including the thermal power was 31,207,500 kWh,

increased by 2,010,000 kWh year-on-year; the hydropower was 10,800,300 kWh, increased by 2,775,000 kWh year-on-year; the wind power was 4,083,700 kWh, increased by

681,500 kWh year-on-year; the photovoltaic was 21,2000 kWh, increased by 1000 kWh year-on-year.

4. Analysis of generating efficiency


In 2015, the power consumption rate of the Company’s generating plants was 3.87%, decreased by 0.28% year-on-year. including the thermal power was 4.87%, decreased by

0.18% year-on-year; the hydraulic power was 0.25%, increased by 0.01% year-on-year; the wind power was 0.29%, maintaining the same level year-on-year; the photovoltaic power

was 0.60%, increased by 0.02% year-on-year.

5. Condition of capital expenditures


(1) Investment projects of capital raised

General use condition of capital raised

Unit: 100 million Yuan Currency: CNY

Year of capital raised

Method of capital raised

Total amount of capital raised

Total amount of capital raised used in this year

Accumulative total amount of capital raised used

Total amount of capital raised not used

Purpose and direction of the capital raised not used

2011 Issued the convertible bond 54.36 2.64 54.25 0.00 /

Total / 54.36 2.64 54.25 0.00 /

Other explanation: Up to the end of December 31, 2015, the Company has used the funds raised of CNY5.425 billion accumulatively. The surplus of CNY10.44 million from Youyu

Gaojiabao Wind Power Plant Phase II of Shanxi New Energy Company will not be input to the project again. All the rest project funds have been invested according to the proposed

investment amount at the time of fund raising. The surplus of CNY10.44 million and its interest of CNY5.7039 million will be added to the Company’s current fund in a lump.

2015 Annual ReportCondition of capital raised commitment projects

Unit: 10,000 Yuan Currency: CNY

Name of commitment projectWhether

changing the project

Estimated use amount of the capital raised

Use amount of the capital

raised in this year

Actual accumulative use

amount of the capital raised

Whether conforming to

the plan progress

Project progressConditions of

earnings obtained

Sichuang Dadu River Dagangshan Hydropower Station No 110,000.00 0.00 110,000.00 Yes This project was put into

operation in September 2015 21,966.25

Xinjiang Ili Nilka First Level Hydropower Station No 32,500.00 5,286.00 32,500.00 Yes This project was put into operation in 2013 4,331.59

Xinjiang Ili Taledesayi Hydropower Station No 11,200.00 4,777.00 11,200.00 Yes This project expected to put

into operation in May 2016Not put into

operation

Xinjiang Ili Salikete Hydropower Station No 12,100.00 5,234.00 12,100.00 Yes This project was put into

operation in November 2015 275.75

Xinjiang Turpan Dahe Riverside Step Hydropower Station No 5,000.00 0.00 5,000.00 Yes This project was put into

operation in 2013 -95.02

First Phase Project of Ningxia Yanchi Qingshan Wind Power Farm No 40,000.00 0.00 40,000.00 Yes This project was put into

operation in December 2012 2,041.88

Second Phase Project of Ningxia Yanchi Qingshan Wind Power Farm No 37,000.00 0.00 37,000.00 Yes This project was put into

operation in April 2013 1,488.21

First Phase Project of Ningxia Hongsibao Shibanquan Wind Power Farm No 23,777.57 0.00 23,777.57 Yes This project was put into

operation in April 2014 1,679.78

Ningxia Qingtongxia Niushoushan Wind Power First Phase Project No 27,000.00 0.00 27,000.00 Yes This project was put into


Ningxia Qingtongxia Niushoushan Wind Power Second Phase Project No 27,000.00 0.00 27,000.00 Yes This project was put into

operation in January 2012 1,269.03

Ningxia Qingtongxia Niushoushan Wind Power Third Phase Project No 27,000.00 0.00 27,000.00 Yes This project was put into

operation in September 2012 1,211.79

Second Phase Project of Heilongjiang Huachuang Daqingbeishan Wind Power Farm No 37,000.00 0.00 37,000.00 Yes This project was put into

operation in December 2011 10.00

Liaoning Tieling Taizishan Wind Power Farm No 37,000.00 0.00 37,000.00 Yes This project was put into operation in January 2012 166.95

Second Phase Project of Shanxi Youyu Gaojiabao Wind Power Farm No 37,000.00 0.00 35,956.00 Yes This project was put into


Shandong Wendeng Zijinshan Wind Power Farm No 40,000.00 5,241.00 40,000.00 Yes This project was put into operation in July 2013 1,647.87

Shandong Weihai Shanmayu Wind Power Farm No 40,000.00 5,833.20 40,000.00 Yes This project was put into operation in March 2014 2,894.50

Total / 543,577.57 26,371.20 542,533.57 / / 42,820.08

2015 Annual Report(2) Investment projects of non-raise fund

Unit: 100 million Yuan Currency: CNY

Project name Project amount Project progress

Investment amount of this

year

Accumulative actual investment

amount

Condition of project earning

Sichuan Dadu River Houziyan Project 192.00

The dam filing is completed to the top and the second phase of face-slab construction is being carried out. The power house is in the process of concrete pouring to the average pouring height of over EL 1690m and is intended to put into operation in 2016.

25.80 122.00 Not put into operation

Sichuan Dadu River Level I project of Zhentouba Dam 80.00

This project has been fully put into operation. The main building, equipment and auxiliary equipment have been completed and put into use. Now, the finishing work is being conducted, including the construction of the downstream permanent bridge, sluice repair, etc.

10.60 62.20 0.36

Sichuan Dadu River Level II project Shaping 51.00

The plant has been poured to the average height of over EL 529.45m and the pouring elevation at the lowest point is EL 526.7m. Accumulatively, the concrete pouring has covered 150,200 m3, accounting for 38.52% of the designed volume of 390,000 m3. It is planned to put into operation in 2017.


Ningxia Fangjiazhuang Project 73.30

The main girder of the boiler has passed the acceptance inspection. The centralized control building has been delivered for use. The exterior of the cooling tower has been constructed to the top.


Xinjiang Kumul Dananhu Project 52.00

The civil construction of the main plant has been completed basically. Two units were planned to complete 168 in December 2015 and February 2016 respectively. Now, the finishing touch is being conducted.


Xinjiang Zhundong Beishan Project 48.00

Temporary buildings are under construction on the site. Preparations of site leveling and electricity and water supply, railway and road transportation and communication have been made. The bidding for main and auxiliary equipment has been completed. The optimized design has passed the preliminary review.


GD Taizhou Power Generation Co., Ltd. II Phase Project 83.33 Unit #3 of this project was put into operation on September 25,

2015; unit #4 was put into operation on January 13, 2016. 7.40 74.77 1.30

Total 579.63 / 72.67 338.04 /

2015 Annual Report

6. Other explanation:


(1) On March 5, 2015, the Company reviewed and adopted the Proposal on Review the Establishment of GDPD

Hunan Langshan Wind Power Development Co., Ltd. at the second General Manager’s Office Meeting. The

aforesaid company was officially established in June 2015.

(2) On March 5, 2015 the Company reviewed and adopted the Proposal on Review the Investment in the

Construction of Six Wind Power Projects (Wuzhong Taiyangshan Wind Power, Photovoltaic Power and Chemical

Energy Storage Project, Taiyangshan 50MW Project, Yanchi Mahuangshan 20MW Project, Xinning Zhaizibei

Project, Fumin Longma Project and Xishan District Fengbaishan Project) at the second General Manager’s Office

Meeting.

(3) On April 17, 2015, the Company reviewed and adopted the Proposal on Review the Investment in the

Construction of Dawukou Thermal Power Company 2*350 MW Expansion Project at the fourth General Manager’s

Office Meeting. This proposal was reviewed and adopted at the 32nd meeting of the Seventh Board of Directors of

the Company.

(4) On April 17, 2015, the Company reviewed and adopted the Proposal on Review the Transfer of 100% Equity of

GD Zhejiang Qingtian Hydro-junction Project Co., Ltd. at the fourth General Manager’s Office Meeting.

(5) On June 23, 2015, the Company reviewed and adopted the Proposal on Review the establishment of GD

Zheneng Ningdong Generating Co., Ltd. at the sixth General Manager’s Office Meeting. The aforesaid company

was officially established in August 2015.

(6) On June 23, 2015, the Company reviewed and adopted the Proposal on Review the establishment of GDPD

Kumul Jingxia Wind Power Generation Co., Ltd. at the sixth General Manager’s Office Meeting. The aforesaid

company was officially established in October 2015.

(7) On October 10, 2015, the Company reviewed and adopted the Proposal on Review the Investment in the

Construction of GD Ningxia Fangjiazhuang Power Plant 2*1000MW Units Engineering Project at the eleventh

General Manager’s Office Meeting. This proposal was reviewed and adopted at the 30 th meeting of the Seventh

Board of Directors of the Company.

(8) On October 10, 2015, the Company reviewed and adopted the Proposal on Review the Investment in Xinjiang

Zhundong North Wucaiwan Power Plant No. Three 2*66 MW Project at the eleventh General Manager’s Office

Meeting. This proposal was reviewed and adopted at the 32nd meeting of the Seventh Board of Directors of the

Company.

(9) On October 10, 2015, the Company reviewed and adopted the Proposal on Review the Transfer of 95% Equity

of GDPD Wuzhong Thermal Power Co., Ltd. at the eleventh General Manager’s Office Meeting. This proposal was

reviewed and adopted at the 30th meeting of the Seventh Board of Directors of the Company.

(10) On November 30, 2015, the Company reviewed and adopted the Proposal on Review the Establishment of

GDPD Financial Shared Service Center at the fourteenth General Manager’s Office Meeting. It was officially

established on December 18, 2015.

(11) On December 31, 2015, the Company reviewed and adopted the Proposal on Review the Disposal of Flue Gas

2015 Annual Report

Denitration Assets of the Plant Subordinate to Jiangsu Company at the seventeenth General Manager’s Office

Meeting, and approved the execution of a transfer agreement on the denitration assets by GD Jianbi Power Plant

and GD Taizhou Power Generation Company. The total transfer price was CNY298,418,600.

2015 Annual Report

(V) Analysis of investment situation

1. General Analysis of external equity investment

The investment amount of the Company in 2015 was CNY20,369,840,000, with a variation on increase/decrease of CNY-8,789,650,000. The investment amount of the

same period of the last year was CNY29,159,490,000, with the scope of increase/decrease at -30.14%.

About companies being invested in 2015:

Name of the Company being invested Main operating activitiesProportion in the equity of the Company

being invested (%)GDPD Chaoyang Thermal Power Co., Ltd. Thermal power 100GDPD Handan Dongjiao Power Co., Ltd. Thermal power 100GDPD Northeast Hydropower Development Co., Ltd. Hydropower 100GDPD Hefeng Wind Power Development Co., Ltd. Wind power 100GDPD Hebei New Energy Development Co., Ltd. Wind power and thermal power 100GDPD Shanxi New Energy Development Co., Ltd. Wind power 100GDPD Taipusi Banner Wind Power Development Co., Ltd. Wind power 100GDPD Jiuquan Power Generation Co., Ltd. Thermal power 100GDPD Pulandian Thermal Power Co., Ltd. Thermal power 51GDPD Shandong New Energy Development Co., Ltd. Wind power and thermal power 100GDPD Yunnan New Energy Development Co., Ltd. Wind power and hydropower 100GDPD Ningxia Wind Power Development Co., Ltd. Wind power 100GDPD Guangdong New Energy Development Co., Ltd. Wind power 100GDPD Fujiang New Energy Development Co., Ltd. Hydropower 100GD Huzhou Nanxun Natural Gas Thermal Power Co., Ltd. Thermal power 100GDPD Ningbo Wind Power Development Co., Ltd. Wind power 100GDPD Zhejiang Zhoushan Offshore Wind Power Development Co., Ltd. Wind power 100GDPD Gansu New Energy Development Co., Ltd. Wind power and solar power 100GD Shuangwei Inner Mongolia Shanghaimiao Energy Co., Ltd. Thermal power 51GD Jiantou Inner Mongolia Energy Co., Ltd. Thermal power and coal 50GD Hunan New Energy Development Co., Ltd. Wind power 100

2015 Annual Report

GD Xinjiang New Energy Development Co., Ltd. Wind power and solar power 100GD Dadu River Hydropower Development Co., Ltd. Hydropower 69GD Younglight Energy Chemical Group Co., Ltd. Coal and chemical 51GD Inner Mongolia Dongsheng Co., Ltd. Thermal power 55GDPD Heyu Hydropower Development Co., Ltd. Hydropower 100GDPD Qinghai Wanli Hydropower Co. , Ltd. Hydropower 100GD Jiangsu Power Co., Ltd. Thermal power 100GD Xinjiang Power Co., Ltd. Thermal power and Hydropower 100GD Anhui Power Co., Ltd. Thermal power and wind power 100Preparation Office of GDPD Jiangsu New Energy Development Thermal power and wind power /Preparation Office of GDPD Lvshun Thermal Power Project Thermal power /Preparation Office of GDPD Gaomi Thermal Power Project Thermal power /Preparation Office of GDPD Datong Hudong Power Generation Project Thermal power /

(1) Significant equity investment1) Conditions of holding stock rights of the other listed companies

Unit: CNY

Stock code

Stock abbreviation

Initial cost of investment

Proportion of shareholding at the beginning of the

period (%)

Proportion of shareholding at the end

of the period (%)

Book value at the end of the period

Profit and loss during the report

period

Change on equity of owners during the report period

Accounting subjects

Stock source

600406 GD Nari 25,760,000.00 2.01 2.01 815,655,686.28 / 104,157,470.73Available-for-sale financial

assetsInitiator

002063 YGSOFT 8,000,000.00 6.25 6.30 99,467,016.50 7,675,185.39 -5,871,235.78Long term

equity investment

Initiator

000635 Younglight / 51.25 51.25 1,745,438,426.92 7,765,237.93 6,604,949.28Long term

equity investment

Acquisition of parent company

H1296 GD Technology & Environment 2,371,631,179.44 39.19 39.19 1,954,000,388.81 -1,730,909,070.36 -

1,730,058,654.86

Long term equity

investmentInitiator

Total 2,405,391,179.44 / / 4,614,561,518.51 -1,715,468,647.04 -1,625,167,470.63

/ /

2015 Annual Report

2) Conditions of holding stock rights of financial enterprises

Name of objects being held

Initial investment amount (Yuan)

Proportion of shareholding at the beginning of the period (%)

Proportion of shareholding at the end of the

period (%)

Book value at the end of the period

(Yuan)

Profit and loss during the report

period (Yuan)

Change on equity of owners during the

report period (Yuan)

Accounting subjects Stock source

GD Finance Co., Ltd. 871,637,650.00 24.63 24.63 1,647,905,640.31 163,276,257.64 168,192,451.98 Long-term equity investment

Initial investment and added investment

Hebei Bank Co., Ltd. 1,069,561,600.00 19.02 19.02 2,877,659,789.35 425,981,355.93 472,990,949.81 Long-term equity investment Added investment

Datong Securities Brokerage Co., Ltd. 670,000.00 0.67 0.67 670,000.00 0.00 0.00 Available-for-sale

financial assets Initial investment

Yingda Chang'an Insurance Brokers Group Co., Ltd.

2,000,000.00 0.87 0.87 2,000,000.00 4,510,000.00 4,510,000.00 Available-for-sale financial assets Initial investment

Total 1,943,869,250.00 / / 4,528,235,429.66 593,767,613.57 645,693,401.79 / /

Description on holding stock rights of financial enterprises

The Company directly holds 12.68% of shares of GD Finance Co., Ltd., hold 2.44% of shares through its controlled subsidiaries GD Younglight Energy Chemical Group

Co., Ltd. and 9.51% of shares through its controlled subsidiaries GD Dadu River Hydropower Development Co., Ltd. Up to the end of December 2015, the Company totally

holds 24.63% of shares of GD Finance Co., Ltd.

(2) Significant non-equity investmentNo

(3) Measured financial assets by fair valueUnit: CNY

Project name Beginning balance Ending Balance Change in the current period Amount being affected on the current profitAvailable-for-sale financial assets 711,498,215.55 815,655,686.28 104,157,470.73 0Total 711,498,215.55 815,655,686.28 104,157,470.73 0

2015 Annual Report

(VI) Sales of substantial assets and stock rightsUnit: CNY

Counter party Assets sold Selling date Selling price

Net profit contributed to

the listed company from

the beginning of this year to the

selling date

Profit and loss from the selling

Whether it is related

transaction (if so,

describe the pricing

principle)

Assets selling and

pricing principle

Whether the concerned

asset property

rights have been

transferred completely

Whether the concerned credit and debt have

been transferred completely

The net profit contributed to the listed company from the selling proportion in the total profit (%)

Shenzhen Energy Corporation

51% stock rights of GD Korla Power Generation Co., Ltd.

January 2015 25,344,042.00 / 4,944,042.00 No Assessed value Yes Yes 0.05

Datang International Power Generation Co., Ltd., Sichuan Tieneng Power Development Co., Ltd.and Shenzhen Energy Corporation

55.03% stock rights of Sichuan Dadu River Shuangjiangkou Hydropower Development Co., Ltd.

October 2015 / / 160,496,560.18 No Assessed value Yes Yes 1.64

Zhang Dazhan100% stock rights of GD Zhejiang Qingtian Hydro-junction Co., Ltd.

November 2015 16,161,700.00 / 1,161,700.00 No Assessed value Yes Yes 0.01

Shenergy Company Ltd.

95% stock rights of GD Power Wuzhong Thermal Power Co., Ltd.

December 2015 303,632,730.00 / 30,849,730.00 No Assessed value Yes Yes 0.32

Qitian Holding Co., Ltd

5% stock rights of Zhejiang Zhoushan Bulk Commodity Exchange

December 2015 7,700,000.00 / 2,700,000.00 No Assessed value Yes Yes 0.03

LiShijie5.38% stock rights of Ningxia Shahu Tourism Co., Ltd.

November 2015 20,200,000.00 270,839.98 16,313,900.00 No Assessed value Yes Yes 0.17

2015 Annual Report

Other explanation:Due to the capital increase by other shareholders, the Company’s shareholding ratio in Sichuan Dadu River Shuangjiangkou Hydropower Development Co., Ltd. was

changed from 78% at the beginning of the period to 22.97% at the year end. As the Company lost its control power, the aforesaid company was not included in the

consolidated statements.

(VII) Analysis of main hoiding and participation companies1. Analysis of main subsidiaries and participation companies(1) Conditions of main subsidiaries

Amount unit: CNY 10,000

Name of subsidiary Belonging industry Main product Registered

capitalTotal assets at

the end of 2015Net assets at

the end of 2015

Net profits belonging to the parent company shareholders in 2015

GD Ningxia Shizuishan Power Generation Co., Ltd. Power generation Electric power 79,440.00 213,360.52 140,780.58 23,719.92

GDPD Dalian Zhuanghe Power Generation Co., Ltd. Power generation Electric power 105,200.00 339,710.03 76,418.07 14,847.20

GD Shizuishan First Power Generation Co., Ltd. Power generation Electric power 50,000.00 182,183.25 58,936.62 4,706.28

GDPD Jiuquan Power Generation Co., Ltd. Power generation Electric power 55,938.20 271,977.39 61,349.98 4,325.33

GD Younglight Energy Chemical Group Co., Ltd. Chemical and Power generation

PVC, EPVC, Caustic Soda and the like Chemical Products

96,215.10 755,760.37 392,201.86 -7,019.43

GDPD Hebei New Energy Development Co., Ltd. Power generation Electric power 51,039.00 289,808.09 60,778.51 -1,173.09

GD Dadu River Hydropower Development Co., Ltd. Power generation Electric power 641,613.00 8,681,089.48 1,683,430.77 136,256.91

GDPD Ningxia New Energy Development Co., Ltd. Power generation Electric power 119,338.01 502,554.54 285,188.33 13,748.71

GD Anhui Power Co., Ltd. Power generation Electric power 175,707.18 1,139,876.44 277,250.40 51,284.57

GD Xuanwei Power Generation Co., Ltd. Power generation Electric power 151,484.00 424,164.62 -93,302.76 -32,046.39

GD Inner Mongolia Dongsheng Thermal Power Co., Ltd. Power generation Electric power 50,000.00 338,117.30 70,023.00 15,208.24

2015 Annual Report

GD Xinjiang Power Co., Ltd. Power generation Electric power 214,597.05 2,348,762.88 287,306.46 -270.97

GD Hefeng Wind Power Development Co., Ltd. Power generation Electric power 196,337.00 634,790.33 223,832.76 6,037.11

GD Jiangsu Power Co., Ltd. Power generation Electric power 272,908.80 2,131,331.85 646,224.79 172,225.70

GD Zhejiang Beilun No. 3 Power Generation Co., Ltd. Power generation Electric power 140,000.00 444,937.45 191,361.71 87,924.14

GDPD Datong Power Generation Co., Ltd. Power generation Electric power 190,277.60 613,818.42 231,321.85 84,261.01

GD Zhejiang Beilun No. 1 Power Generation Co., Ltd. Power generation Electric power 85,000.00 263,756.64 177,782.94 47,895.52

(2) The subsidiary with its net profit taking more than 10% of the net profit of the Company Amount unit: CNY 10,000

Name of subsidiary Operating incomes in 2015 Operating profit in 2015 Net profit in 2015GD Jiangsu Power Co., Ltd. 1,352,573.55 343,355.37 250,530.35GD Dadu River Hydropower Development Co., Ltd. 646,870.25 147,511.75 136,458.69GD Anhui Power Co., Ltd. 527,885.93 125,853.86 92,467.64GD Zhejiang Beilun No. 3 Power Generation Co., Ltd. 355,596.67 118,143.87 87,924.14GDPD Datong Power Generation Co., Ltd. 344,609.14 113,881.48 84,414.36

(3) The subsidiary with the change of its business performance at 30% or above over the report period of the last year, which has great influence to the business performance of the Company

Amount unit: CNY 10,000

Name of subsidiaryNet profits belonging to

the parent company shareholders in 2015

Net profits belonging to the parent company

shareholders in 2014

Increase amount than the same period in 2014

Increase rate than the same period in 2014 (%)

GD Ningxia Shizuishan Power Generation Co., Ltd. 23,719.92 39,576.77 -15,856.85 -40.07GDPD Dalian Zhuanghe Power Generation Co., Ltd. 14,847.20 10,923.95 3,923.25 35.91GD Inner Mongolia Jingyang Energy Co., Ltd. -33,818.99 -21,867.98 -11,951.01 -54.65GD Younglight Energy Chemical Group Co., Ltd. -7,019.43 47,332.19 -54,351.62 -114.83GDPD Yunnan New Energy Development Co., Ltd. 7,358.15 4,849.77 2,508.38 51.72GD Xuanwei Power Generation Co., Ltd. -32,046.39 -54,942.89 22,896.50 41.67GD Inner Mongolia Dongsheng Thermal Power Co., Ltd. 15,208.24 21,930.80 -6,722.56 -30.65

2015 Annual Report

(4) The subsidiary with the change of its total assets at 30% or above over the last year, which may have great influence to the performance of the Company in futureAmount unit: CNY 10,000

Name of subsidiary Total assets at the end of 2015 Total assets at the end of 2014 Increase rate than the same period in 2014 (%)

GDPD Yunnan New Energy Development Co., Ltd. 208,067.08 155,743.78 33.60GDPD Hunan New Energy Development Co., Ltd. 57,528.91 42,144.68 36.50GDPD Hunan Chenzhou Wind Power Development Co., Ltd. 37,071.40 8,372.36 342.78GDPD Zhejiang Zhoushan Offshore Wind Power Development Co., Ltd. 14,078.75 9,522.55 47.85GDPD Chaoyang Thermal Power Co., Ltd. 104,088.98 57,355.22 81.48GDPD Xinjiang New Energy Development Co., Ltd. 87,719.36 66,836.97 31.24GD Huzhou Nanxun Natural Gas Thermal Power Co., Ltd. 34,740.40 15,387.10 125.78GDPD Zhucheng Wind Power Development Co., Ltd. 36,579.02 6,938.99 427.15

(5) Equity investment projects with the income from investment more than 10%Amount unit: CNY 10,000

Equity investment project Income from investment in 2015 Proportion in the incomes from all investment of the Company (%)

Hebei Bank Co., Ltd. 42,598.14 248.23Zhejiang Zheneng Beilun Power Generation Co., Ltd. 33,563.95 195.58Shanghai Waigaoqiao No. 2 Power Generation Co., Ltd. 21,199.50 123.53Guodian Technology & Environment Group Corporation Limited -173,090.91 -1,008.62

2015 Annual Report

III. Discussion and Analysis of the future development of the Company

(I) Industrial competition pattern and development trend

According to the Report on the Analysis and Prediction of National Electricity Supply and Demand in 2016

issued by China Electricity Council, in 2016, the macroeconomic growth will slow down slightly while maintaining

the stable overall situation. Generally, it is estimated that the electricity demand remain sluggish. In consideration

of the normal air temperature, it is predicted that the total electricity consumption will be increased by 1%-2% year-

on-year in 2016. In terms of industries, it is predicted that the electricity consumption of the primary industry will

maintain the middle and low growth rate in 2015 under the condition of normal air temperature; that of the

secondary industry will decline at the rate smaller than the decrease rate in 2015; that of the tertiary industry will

maintain the rapid growth at the rate similar to the overall growth rate in 2015. The electricity consumption for

urban and rural resident living will increase steadily and the estimated growth rate will be similar to the overall

growth rate in 2015.

In 2016, the electricity supply capacity will be sufficient and the ratio of installed capacity with non-fossil

energy will be further increased. According to the prediction, by the end of the year, the total generating capacity of

China will reach 1.61 billion kW and the ratio of installed capacity with non-fossil energy will be enhanced to

about 36%. By comprehensive and balance analysis, it is predicted that the total electricity supply capacity of China

will be sufficient on a whole and excessive in partial areas. The overcapacity of electricity supply in the

northeastern and northwestern regions will be significant; the electricity supply and demand in the North China will

maintain the overall balance with surplus in partial provinces; the overall situation of electricity supply and demand

in Central China, East China and southern regions is loose with surplus in many provinces. Since the growth rate of

the total electricity consumption is 1%-2%, as estimated based on the mid-value, it is predicted that the utilization

hour of power generation equipment in the whole year will be about 3700 hours, and the utilization hour of thermal

power equipment will be about 4000 hours.

(II) Development strategies of the Company

In 2016, the Company will stick to the rule of seeking improvement and optimum in stability, further

implement the “one-five-five” strategy, deepened the work of “Enhancing Management, Promoting Benefits” in all

respects, adhere to problem orientation, goal orientation and innovation drive, press ahead with the reform, improve

the mechanisms, strengthen the management and control, optimize the indexes, and enhance the abilities, so as to

keep improving our company’s comprehensive competitive strength.

In 2016, the Company’s development goal is 7 million kW approved power source projects. Thermal power

will be further optimized and developed and key projects will be developed such as the coal power base, projects in

southeastern coastal areas, coal transportation corridors and extra-high voltage external power transportation

corridors. We will boost efforts to develop clean energy, promote the hydropower development in the main stream

of Dadu River, and strive to make Jinchuan Power Station approved. By accelerating the wind power development

of and resource preparations for large external power transportation bases and projects in regions with superior

wind resource and strong digestion ability, and focusing on wind power development in Hunan, Shanxi, Zhejiang,

2015 Annual Report

Yunnan and coastal areas in Guangdong, we will guarantee the annual approved wind power of 820,000 kW.

Engineering construction will be strengthened. We will continue to cultivate project competitive advantages

from the sources, strengthen the process management and control of capital construction, guarantee the realization

of eight management and control goals and closed-loop management, fully eliminate weaknesses of engineering

construction and bottlenecks of external conditions, and build excellent projects in the industry and in China.

Thermal power and wind power projects will be advanced more rapidly. By setting the pace of operation, it will be

ensured that the unit capacity of 2,840,000 kW will be newly increased during the year.

We will accelerate the step of “going global” and project development by seizing the opportunity brought

about by China’s “the Belt and Road”, giving full play to our professional advantages and strengthening researches

on investment chances and risks of overseas power source projects.

(III) Operating plan

It is planned to realize the power generating capacity of 194,353,000,000 kWh and the heating load of

57,010,000 GJ in 2016.

(IV) Possible risks

1. Risk of fluctuation on utilization hours of power generation equipment

Because of the influence of the supply-demand relationship of the electric power, the average utilization hours

of the power generation equipment will be fluctuated. The utilization hours of wholly-owned and controlling power

generation enterprises from 2013 to 2015 were respectively 4,935 hours, 4,538 hours and 4077 hours. As the

growth speed of the national economy and that of the national electric power installed capacity change, the average

utilization hours of power generation equipment of the Company in future have the risk of fluctuation, which will

affect the profitability of the Company to some extent.

2. Risk of fluctuation on coal price

Up till December 31, 2015, the installed capacity of the thermal power generating units of the Company was

31207.5 MW had taken 67.4% of the controlling installed capacity, and the main fuel for thermal power generation

is coal. The cost of coal takes a high proportion among the operating costs of the Company. The fluctuation on the

coal price will affect greatly on the business performance of the Company. In 2016, the situation of excessive coal

supply will not be changed in a short term. The coal demand will remain sluggish and the coal price lack supporting

power for rising. Currently, the international and domestic coal prices are at the historically low point. The market

coal price in main production areas in China has been lower than the cost of most coal enterprises and the losses of

coal mines are increasing. With the progress in capacity reduction in the coal industry, the contradiction between

supply and demand will be moderated to some extent and the coal price will not decline dramatically. It is

estimated that the coal price will maintain the fluctuations around the low point as influenced by factors such as the

policies, climate, safety and environmental protection.

3. Risk of fluctuation on interest rate

The power industry in which the Company belongs is a capital intensive industry. The construction of power

projects has the features of large scale of investment and long investment payoff period. In recent years, the

Company has had many newly-built projects. The investment fund other than the project capital fund is mainly

2015 Annual Report

obtained by the loan. Under the pressure of China’s macroeconomic downturn in 2016, the market interest rate may

possibly fluctuate and this may also affect the financial expense of the Company.

IV. Information not disclosed according to the principles as the provisions in the principles are not

applicable or due to special reasons and notes to the reasons

□applicable √not applicable

2015 Annual Report

Section V Important Matters

I. Plan of ordinary share profit distribution or the capitalizing of capital reserve

(I) Preparation, execution or adjustment of the cash bonus policy

According to relevant provisions, the Company has prepared clear cash bonus policies in the articles of

association and has abided by these policies.

In addition, the Company prepared and disclosed the detailed plan of reward to shareholders from 2013 to

2015. As stated in the plan, according to relevant laws and regulations of Company Law, Articles of Association and

provisions of the deliberation procedure, on premise that the Company will be capable of going concern and long-

term development, if the Company has earnings at the year and the accumulative undistributed profit is positive,

and there is no main investment plan or other main cash payment and the like matters, the Company ensures the

profit distributed by cash every year will not be lower than the 50% of allocable profit of the corresponding year,

after withdrawing the full amount of legal accumulation funds and optional accumulation funds; the Company

ensures that the profit distributed accumulatively by cash will not be less than 30% of the average allocable profits

realized within any three consecutive years. The plan of profit distribution fully protects the legal interest of

medium and small investors, independent directors delivered their opinions sufficiently, conditions and process of

profit distribution policy adjustment and modification are compliance and transparent.

The plan of profit distribution in 2015 of the Company: distribute the dividends of 2015 to shareholders

according to the rate of cash bonus of CNY1.1 (tax inclusive) every 10 shares. Taking the total share capitals of

19,650,397,845 Shares of the Company in 2015 as the basis for calculation, the amount of cash bonus would be

CNY2,161,543,762.95, accounting for 52.89% of the allocable profit of the parent company in 2015. This plan of

profit distribution shall be executed only after it is approved in the shareholders meeting.

(II) The profit distribution plan or pre-arranged planning, and the plan or pre-arranged planning for the

capitalizing of capital reserve of the Company during the last three years (including the report period)


Dividend year

The number of bonus shares being given

against every 10 Shares (Share)

The number of dividends

against every 10 Shares

(Yuan)(Tax inclusive)

The number of increase

against every 10 Shares (Share)

The number of cash bonus

(Tax inclusive)

Net profits belong to the shareholders of listed

company in the consolidated statements

in the year of participation in profit

Proportion in the net profits belong to the shareholders of listed company in the consolidated statements (%)

2015 0 1.10 0 2,161,543,762.95 4,204,859,194.37 51.41

2014 0 1.50 0 2,947,559,676.75 6,008,547,847.99 49.06

2013 0 1.30 0 2,239,889,160.34 6,279,156,091.94 35.67

(III) If it is profitable during the report period, and the undistributed profit of the parent company is

positive, while the proposal for distribution of ordinary share cash bonus has not been raised, the Company

shall disclose the detailed reasons and the purpose and the use plan of the undistributed profits


2015 Annual ReportII. Implementation of commitment matters

√applicable□ not applicable

(I) Commitment matters on the Company, shareholders, actual controllers, the acquirer, directors, supervisors and senior management personnel or other related parties

during the report period or continuing to the report period

Background of commitment

Type of commitment

Commitment party Content of commitment

Time and period of

commitment

Whether with the period of

implementation

Whether performed

strictly according to relevant

requirements

Commitment related to refunding

Solve the horizontal competition

China Guodian Corporation

On July 31, 2014, controlling shareholder China Guodian made commitment on Letter of Relevant Matters of Solve Horizontal Competition of GD Power issued in April 2010: China Guodian will insist on overall listing strategy, continue to take GD Power as regular power generating business integration platform, inject thermal power and hydropower (not including relevant assets, business and rights of other controlled listed companies excepted for GD Power, nor including relevant assets, business and rights of areas where region regular power listed companies are located) into GD Power, the unit of intended injection assets will be province (or region) in principle, the average value of weighted average net assets income rate of recent three accounting years is no less than 10%. China Guodian Committed that it will complete asset injection to GD Power within 3 years after the above said assets injection conditions are met. On February 24, 2016, China Guodian, the Company’s controlling shareholder, completed the inspection whether the unlisted assets for power generation business in 2014 met the conditions of asset injection into GDPD. According to financial data in 2012-2014, among the unlisted assets owned by China Guodian, the average ROE of four companies in recent three years exceeded 10%, namely Guodian Shandong Electric Power Co., Ltd., Guodian Fujian Electric Power Co., Ltd., Guodian Dawukou Thermal Power Co., Ltd., and Guodian Suqian Thermal Power Co., Ltd. Among them, except Guodian Dawukou Thermal Power Co., Ltd., the rest three companies did not meet the conditions for injection into GDPD.

Completed in three years after meet the conditions of assets injection

Yes Yes


Limited sale of shares


The Company issued the A Share by private placement in December of 2012, where China Guodian Corporation committed that the A Share by private placement of 917,431,192 Shares purchased this time would not be transferred within 36 months after it was issued on December 31, 2012.

36 months Yes Yes


Limited sale of shares

National Council for Social Security Fund

The Company issued the A Share by private placement in December of 2012, where National Council for Social Security Fund committed that the A Share by private placement of 917,431,192 Shares purchased this time would not be transferred within 36 months after it was issued on December 31, 2012.

36 months Yes Yes

2015 Annual Report

III. Capitals being occupied and the progress of clearing up defaults during the report period


IV. Explanation of the board of directors on “non-standard audit report” of accounting firms

(I) Explanation of the board of directors and the board of supervisors on “non-standard audit report” of

accounting firms


(II) Explanation of the board of directors on analysis of reasons and influence for the change on accounting

policies, accounting estimation or accounting method


(III) Explanation of the board of directors on analysis of reasons and influence for important prior period

errors correction


V. Condition of employment and dismissal of accounting firmUnit: Yuan Currency: CNY

Present appointment

Name of domestic accounting firm Ruihua Certified Public Accountants (special general partnership)

Compensation of domestic accounting firm 6,053,000.00

Audit term of domestic accounting firm Three years

Name RemunerationAccounting firm for internal control & audit Ruihua Certified Public Accountants

(special general partnership)3,026,500.00

Condition explanation of employment and dismissal of accounting firm


Note to the Change of Accounting Firm during the Auditing Period

No

VI. Matters related to bankruptcy reorganization


2015 Annual Report

VII. Significant matters of litigation and arbitration


VIII. Conditions on punishment and rectification to the listed company and its directors, supervisors, senior

management personnel, controlling shareholder, actual controllers and the acquirer


IX. Notes to the integrity of the Company and its controlling shareholders and actual controllers during the

report period

During the reporting period, the Company and its controlling shareholders and actual controllers did not have any

effective court judgment not performed or due debt in a large amount unpaid.

X. Company stock ownership and employee stock ownership plan or other employee incentive condition and

impact thereof


XI. Significant related transaction


2015 Annual Report

(I) Related transaction for concerning daily operations

1. Matters that have been disclosed in the temporary announcement, however, there is change or follow-up during implementing

Overview of items Inquiry index

According to the Announcement on 2015 Daily Related Transaction of GD Power Development Co., Ltd., the matters that have been disclosed by the Company in the temporary announcement and have no progress or change in the follow-up implementation are as follows:1. In 2015, total deposit of the Company and its subsidiaries under GD Finance Co., Ltd. is no more than CNY7 Billion; actual amount is CNY5.709 Billion.2. In 2015, estimated financing rental service received by the Company and its subsidiaries provided by affiliated person through GD Finance Co., Ltd. and GD Finance Lease Co., Ltd. is CNY8 Billion; actual amount is CNY0.15 Billion.3. In 2015, estimated entrusted loan received by the Company and its subsidiaries provided by affiliated person is CNY0.35 Billion; actual amount is CNY0.085 Billion.4. In 2015, estimated entrusted loan commission charge paid by the Company and its subsidiaries to affiliated party is CNY0.012 Billion; actual amount is CNY0.0019 Billion.5. In 2015, estimated fuel procurement and transportation fee the Company and its subsidiaries to affiliated party is CNY19.1 Billion; actual amount is CNY6.497 Billion.6. In 2015, estimated expense on purchasing equipment and products by the Company and its subsidiaries to China Guodian Corporation and its subsidiaries is CNY2.978 Billion; actual amount is CNY1.122 Billion.7. In 2015, estimated land rent from the Company and its subsidiaries to China Guodian Corporation and its subsidiaries is CNY0.00158 Billion, actual amount is CNY0.00158 Billion.8. In 2015, estimated expense on receiving technique service and other service by the Company and its subsidiaries from China Guodian Corporation and its subsidiaries is CNY0.276 Billion, actual amount is CNY0.111 Billion.9. In 2015, estimated expense on receiving franchise service by the Company and its subsidiaries from China Guodian Corporation and its subsidiaries is CNY1.82 Billion, actual amount is CNY1.07 Billion.10. In 2015, estimated expense on purchasing fuel by the Company and its subsidiaries from GD Jiantou Inner Mongolia Energy Co., Ltd. is CNY1.2 Billion, actual amount is CNY0.664 Billion.11. In 2015, estimated fuel sales by the Company and its subsidiaries to China Guodian Corporation and its subsidiaries is CNY1.75 Billion, actual amount is CNY0.29 Billion.12. In 2015, estimated sales of power, thermal, water and material by the Company and its subsidiaries to China Guodian Corporation and its subsidiaries is CNY0.38 Billion, actual amount is CNY0.249 Billion.13. In 2015, estimated office building rental amount from China Guodian Corporation and its subsidiaries to the Company and its subsidiaries is CNY0.00765 Billion, actual amount is CNY 0.0063 Billion.14. In 2015, estimated management and labor service provided by the Company and its subsidiaries to China Guodian Corporation and its subsidiaries is CNY0.0195 Billion, actual amount is CNY 0.0136 Billion.

See Shanghai Stock

Exchange's website

as well as the China

Securities Journal

and Shanghai

Securities News on

March 31, 2015 and

July 31, 2015.

2015 Annual Report

2. Matters had not disclosed in temporary announcement√applicable □not applicable


Related transaction party Related relationType of related

transactionContents of related

transactionsPricing principle on related transaction

Price of related

transaction

Amount of related transaction

Proportion among amount of similar transactions (%)

Settlement method of related

transaction

Market price

Guodian Longyuan Environmental Engineering Co., Ltd. and its subsidiaries

Brother company under the same group

Sell commodities

Assets out of stock transfer

Competitive Price, market price

/ 255,058,659.22 0.47 Monetary funds /

Affiliated company of China Guodian Corporation


Sell commodities

Sell fuelCompetitive Price,

market price/ 32,788,540.41 0.06 Monetary funds /

Guodian Technology & Environment Group Corporation Limited


Sell commodities

Sell water, electricity and materials


/ 22,560,269.23 0.04 Monetary funds /



Sell commodities

Sell water, electricity and materials


/ 1,636,227.70 0.00 Monetary funds /



Provide labour service

Provide labour service etc.


/ 25,744,670.20 0.05 Monetary funds /



Purchase commodities

Purchase equipment and material


/ 651,126,514.84 1.73 Monetary funds /




Purchase fuelCompetitive Price,

market price/ 191,193,558.88 0.51 Monetary funds /



Receive labor service

Receive labor service etc.


/ 16,994,641.83 0.05 Monetary funds /






/ 3,618,121,985.01 9.61 Monetary funds /






/ 15,800,303.06 0.04 Monetary funds /

State Power Environmental Protection Research Institute





/ 95,579,014.94 0.25 Monetary funds /

Guodian Science and Technology Research Institute





/ 2,626,254.66 0.01 Monetary funds /

Total / / 4,929,230,639.98 / / /

2015 Annual Report

(II) Related transactions for acquisition and selling of assets or stock rights

1. Matters had not disclosed in temporary announcement


Related party Related relationType of related

transaction

Contents of related

transactions

Pricing principle on

related transaction

Book value of transfer assets

Assessed value of transfer

assetsTransfer price

Settlement method of

related transaction

Incomes of

transfer assets

Influences of transactions on

company business

performance and financial situation

Reasons for significant

differences between the transaction price and the book value, assessed value or fair market value

Guodian Fuel Co., Ltd., and Guodian Zhejiang Beilun No. 1 Power Generation Co., Ltd.

Wholly owned subsidiary of

the parent company

Acquisition of stock rights

50% stock rights of GD Ningbo Fuel

Co., Ltd.

Assessed value

/ 38,851,200.00 38,851,200.00Monetary

funds/

Net profit increased CNY

742,244.37 of the period

/


Description on related transactions for acquisition and selling of assets

Former shareholder of GD Ningbo Fuel Co., Ltd. is GD Zhejiang Beilun No. 1 Power Generation (holding subsidiary of the Company), GD Fuel Co., Ltd., stock right ratio are 49% and 51%;

in January 2015, the Company acquired 49% of stock right held by Zhejiang Beilun No. 1 Power Generation Co., Ltd. and 1% of stock right held by GD Fuel Co., Ltd. After this acquisition,

holding situation of the Company changed from indirectly holding of 49% of stock right to direct holding of 50% of stock right. According to articles of association of GD Ningbo Fuel Co.,

Ltd., the Company own controlling right to it, accounting changes from equity accounting method to cost accounting method, financial report was consolidated and retroactive adjustment to

comparable financial statement had done.

2. If any provision on performance is stipulated, the performance during the reporting period should be disclosed.

No

2015 Annual Report

(III) Related credit and debt transactions1. Matter had not disclosed in temporary announcement

√applicable □not applicableUnit: Ten-thousand Yuan Currency: CNY

Related party Related relationFund provided to the related party Fund provided to the listed company by related party

Initial Balance Amount incurred Ending Balance Initial Balance Amount incurred Ending BalanceGuodian Finance Corporation

LimitedSubsidiary of the parent

company206,742.07 94,703.21 301,445.28 561,700.00 -203,681.40 358,018.60

Guodian Financing Leasing Co., Ltd.

Subsidiary of the parent company

/ / / 95,000.00 15,000.00 110,000.00

Guodian Jiantou Inner Mongolia Energy Co., Ltd.

Joint venture company 40,000.00 / 40,000.00 / / /

Total 246,742.07 94,703.21 341,445.28 656,700.00 -188,681.40 468,018.60

Forming reason of related credit and debt

(1) Up to December 31, 2015, the deposit balance of the Company and its subsidiaries in Guodian Finance Co., Ltd.

is CNY3,014,452,800, loan balance is CNY2,490,186,000; financing CNY1.09 Billion by leaseback financial

leasing in Guodian Finance Co., Ltd.; financing CNY1.1 Billion by leaseback financial leasing in Guodian Finance

Leasing Co., Ltd.; among related party transaction of deposit, loan and etc., the deposit interest shall be calculated

by relevant deposit interest published by People’s Bank of China, the loan and finance leasing interest rate shall be

calculated by interest level and charge standard of People’s Bank of China as well as regulations of other

department.

(2) Up to December 31, 2015, the entrusted loan balance provided by the Company to Guodian Jiantou Inner

Mongolia Energy Co., Ltd. is CNY0.4 Billion.

XII. Significant contract and its implementation

(I) Matters of entrusting, contracting and leasing

□ applicable □ not applicable

1. Conditions of entrusting


2015 Annual Report2. Conditions of contracting


3. Conditions of leasing


(II) Conditions of guarantee

√applicable□ not applicable

Unit: Yuan Currency: CNYExternal guarantee of the Company (not including the guarantee to subsidiaries)

Guarantor

The relation between the

guarantor and the listed company

Secured party Amount of guarantee

Date of guarantee (the date when the agreement is

signed)

Starting date of guarantee

Ending date of guarantee Type of guarantee

Whether the guarantee has been

completed

Whether overdue

Guarantee overdue amount

Whether any counter

guarantee

Whether the guarantee for

the related party

Related relation

GD Power Development

Co., Ltd.

Company home office

GD Jiantou Inner Mongolia Energy

Co., Ltd.500,000,000.00 2011-4-15 2011-4-15 2026-4-14 Joint and several

liability guarantee No No 0 No YesJoint

venture company


Co., Ltd.

Company home office

Shanghai Waigaoqiao No.2 Power Generation

Co., Ltd.

188,769,803.52 2006-11-27 2006-11-27 2017-9-15 Joint and several liability guarantee No No 0 No Yes

Joint venture

company


Co., Ltd.

Company home office

Shanghai Waigaoqiao No.2 Power Generation

Co., Ltd.

14,638,871.00 2006-11-27 2006-11-27 2017-9-15 Joint and several liability guarantee No No 0 No Yes

Joint venture

company


Co., Ltd.

Company home office

Shanxi Coal Transportation and

Sales Group Guodian Energy

Co., Ltd.

49,000,000.00 2011-6-30 2011-6-30 2016-1-26 Joint and several liability guarantee No No 0 No Yes Other


Co., Ltd.

Company home office

Datong Coal GD Wangping Power

Generation Co., Ltd.150,000,000.00 2010-6-3 2010-6-3 2025-6-2 Joint and several

liability guarantee No No 0 No Yes Affiliated company


Co., Ltd.

Company home office

Datong Coal GD Wangping Power

Generation Co., Ltd.44,800,000.00 2010-10-8 2010-10-8 2025-10-7 Joint and several

liability guarantee No No 0 No Yes Affiliated company

Total guarantee amount in the report period (not including the guarantee to subsidiaries) -309,243,189.67

Total guarantee balance (A) at the end of the report period (not including the guarantee to subsidiaries) 947,208,674.52

The guarantee to subsidiaries

Total guarantee to subsidiaries during the report period -7,704,848,462.36

2015 Annual ReportTotal guarantee balance (B) to subsidiaries at the end of the report period 5,981,192,552.94

Total guarantee amount of the Company (including the guarantee to subsidiaries)

Total guarantee amount (A+B) 6,928,401,227.46

The proportion of total guarantee amount in the net assets of the Company (%) 13.75

Including:

Guarantee amount provided to shareholders, actual controller and related parties (C)

Amount of debt guarantee provided directly or indirectly to secured party with the asset-liability ratio more than 70% (D) 4,055,766,599.79

Part of total guarantee amount exceeding 50% of the net assets (E)

Total guarantee amount of the above-three items (C+D+E) 4,055,766,599.79

(III) Conditions of entrusted others to manage cash assets

1. Conditions of entrusted financial management


2. Conditions of entrusted loans

√ applicable□ not applicable


Name of borrowerAmount of

entrusted loansLoan period

Loan interest

rate

Loan purpose

Mortgage or

guarantor

Whether overdue

Whether related

transaction

Whether to extend the

period

Whether under

lawsuit

Related relation

Investment profit and loss

GD Jiantou Inner Mongolia Energy Co., Ltd.

400,000,000.00 12 months 6.00%Project

constructionNo No Yes No No

Joint venture company

12,466,666.66

GD Jiantou Inner Mongolia Energy Co., Ltd.

400,000,000.00 12 months 5.45%Project

constructionNo No Yes No No

Joint venture company

10,840,636.05

2015 Annual Report

Description on conditions of entrusted loans

GD Jiantou Inner Mongolia Energy Co., Ltd. had repaid the entrusted loan from the Company to GD Jiantou

Inner Mongolia Energy Co., Ltd. at the beginning of the report period with amount of CNY0.4 Billion and loan

interest rate of 6% in June 2015. Meanwhile, the Company provided entrusted loan with total amount of CNY0.4

Billion, interest rate of 5.45% and term of one year through bank to GD Jiantou Inner Mongolia Energy Co., Ltd.

on June 25, 2015.

3. Conditions of other investment and financing and derivative investment


XIII. Description on other significant matters


XIV. Condition of performing the works regarding the social responsibilities actively (I) Works regarding the social responsibilities

The Company has prepared and disclosed the Corporate Social Responsibility Report 2015, and the full text of

the report was published in the website of Shanghai Stock Exchange: www.sse.com.cn.

(II) Explanation on environmental protection of listed companies and its subsidiaries which belong to heavy

pollution industry as specified by National Environmental Protection Authority.

The Company and its subsidiaries not belong to main pollution industry.

XV. Conditions on convertible bonds

√ applicable □ not applicable

(I) Condition on issue of convertible bonds

As approved by the document of CSRC (Document No.: Z.J.X.K. [2011] 1296), the Company issued publicly the

convertible bonds in a total amount of CNY5.5 billion on August 19, 2011. The convertible bonds were issued

against the face value of CNY100, 55,000,000 Pieces, which less the issue fee the total raise funds were at an

amount of CNY5.435 billion. The period is six years from the date of issue, namely from August 19, 2011 to

August 19, 2017. The nominal interest rate is 0.5% at the first year, 0.5% at the second year, 1.0% at the third year,

2.0% at the fourth year, 2.0% at the fifth year and 2.0% at the sixth year. The interest shall be paid once per every

year from the date of issue. On September 2, 2011, the convertible bonds were listed in SSE, briefly called "GD

Convertible Bond", with its code at 110018. And the period of share transfer was from February 20, 2012 to August

19, 2017. The initial share transfer price was CNY2.67/Share. The Company redeemed all non-transferred

convertible bonds within 5 transaction days after the current period of convertible bonds was overdue, according to

110% of face value of the convertible bonds issued this time (including the interest of the prior period).

The total priority placement to the former shareholders during the issue of these convertible bonds was 22,083,050

Pieces, 40.15% of the total issue amount; the number of GD Convertible Bonds sold online to common public

investors was 1,002,100 Pieces, about 1.82% of the total issue amount. The number of effective subscription online

http://www.sse.com.cn/

2015 Annual Report

of common public investors was 92,040,430 Pieces, and the lot winning rate was 1.08876067%. The number of GD

Convertible Bonds sold offline to organization investors was 31,914,850 Pieces, about 58.03% of the total issue

amount. The number of effective subscription offline was 2,931,300,000 Pieces, with the placing proportion of

1.0887609593%. The number of convertible bonds for exclusive sales by the underwriting group was 0.

(II) Change on convertible bonds during the report periodUnit: Yuan Currency: CNY

Name of the convertible

bondsBefore this change

Increase/decrease of this change After this

changeConverted Redemption Put-back

GD Convertible Bond 1,882,709,000 1,878,478,000 4,231,000 0 0

(III) Accumulative converted shares of convertible bonds during the report period

Converted amount during the report period (Yuan) 1,878,478,000

Number of converted during the report period (Share) 827,521,897

Accumulative number of converted (Share) 2,420,964,871

The proportion of accumulative number of converted in the total stock issued of the Company

before the converted (%)15.73

Amount of non-converted (Yuan) 4,231,000

The proportion of non-converted convertible bonds in the total issued of convertible bonds (%) 0.08

(IV) Historical adjustment of the conversion priceUnit: Yuan Currency: CNY

Date of the conversion price

adjustment

Conversion price after the

adjustment

Time of disclosure

Disclosure mediaExplanation on adjusting the conversion

price

June 12, 2012 2.57 June 6, 2012China Securities

Journal, Shanghai Securities News

The Company carried out the profit distribution plan of "distributing CNY1.00 (tax inclusive) against every 10 shares of 2011" on June 18, 2012. According to relevant requirements, the conversion price of "GD Convertible Bonds" was adjusted from CNY2.67/Share to CNY 2.57/Share.

January 11, 2013

2.53January 10, 2013

China Securities Journal, Shanghai

Securities News

According to relevant requirements, due to the private placement of A Share of the Company, the conversion price of "GD Convertible Bonds" was adjusted from CNY2.57/Share to CNY2.53/Share.

May 23, 2013 2.40 May 17, 2013 China Securities Journal, Shanghai

Securities News

The Company carried out the profit distribution plan of "distributing CNY1.30 (tax inclusive) against every 10 shares of 2012" on May 29, 2013. According to relevant requirements, the conversion price of "GD Convertible Bonds" was adjusted

2015 Annual Report

from CNY 2.53/Share to CNY 2.40/Share.

June 13, 2014 2.27 June 9, 2014China Securities

Journal, Shanghai Securities News

The Company carried out the profit distribution plan of "distributing CNY1.30 (tax inclusive) against every 10 shares of 2013" on June 13, 2014. According to relevant requirements, the conversion price of "GD Convertible Bonds" was adjusted from CNY 2.40/Share to CNY 2.27/Share.

The latest conversion price in the end of this report period 2.27

(V) The Company's liabilities, change on credit standing and cash arrangement for repaying debt in future

Both the Company itself and its bond credit rating are AAA, with good financing capacity and debit paying ability.

Domestic commercial banks authorize the Company with sufficient credit lines. The Company will pay back the

matured debts and pay the interest on schedule mainly by its owned funds. If the funds in the hands are not

sufficient, the Company can obtain such funds by newly adding bank loans or directly through financing at capital

market, and meanwhile the Company will repay the capital and interest on schedule.

(VI) Description on other situation of convertible bond

From November 6, 2014 to December 17, 2014, among 30 continuous business days, the closing prices of 15 days

were not lower than 130% of the current conversion price (CNY2.27/ share), according to the redemption provision

Instruction on Convertible Bond Offering of the Company, it already evoked the redemption provision. According

to the resolution of 21st conference of the seventh board of directors, the Company decides to perform early

redemption right of “GD Convertible Bond”, redeems all “GD Convertible Bond” registered on the redemption

record date and published Suggestive Announcements on Perform Redemption of “GD Convertible Bond” on

December 19, 2014, December 22, 2014, December 23, 2014, January 14, 2015, February 6, 2015 and February 17,

2015 and follow-up suggestive announcement. The record date and object of the redemption is all “GD Convertible

Bond” registered on the Shanghai Branch of China Securities Depository and Clearing Co. Ltd. (“Shanghai Branch

of CSDC”) after market closing in February 26, 2015. Up to marketing closing on February 26, 2015, the balance

of “GD Convertible Bond” registered in Shanghai Branch of CSDC is CNY4,231,000 (42,310 Pieces), accounting

for 0.08% of CNY5.5 Billion’s total offered amount of “GD Convertible Bond”; accumulatively

CNY5,495,769,000 has been converted into A shares, accumulated share transfer amount is 2,420,964,871 shares,

accounting for 15.73% of total offered shares before GD Convertible Bond entered into conversion. After

conversion of “GD Convertible Bond”, total shares of the Company are 19,650,397,845 shares. At the end of report

period, total proportion of shareholding of controlling shareholder China Guodian and its wholly-owned

subsidiaries is 46.06%, and proportion of shareholding of second largest shareholder National Council for Social

Security Fund is 4.67%. “GD Convertible Bond” was delisted from Shanghai Stock Exchange (SSE) on March 5,

2015.

2015 Annual Report

Section VI Share changes and shareholder conditions of ordinary shares

I. Description of change on share capitals of ordinary shares(I) Shares change table of ordinary shares1. Shares change table of ordinary shares

Unit: Share

Before this change Increase/decrease (+, -)of this change After this change

AmountProportion

(%)

New share issue

Stock dividend

Public accumulation fund converted into

stockOther Subtotal Amount

Proportion (%)

I. Restricted shares 1,834,862,384 9.75 1,834,862,384 9.341. State-owned shares 1,834,862,384 9.75 1,834,862,384 9.342.State-owned corporation shares3. Other domestic sharesIncluding: Domestic non-state-owned corporation shares

Domestic natural person shares4. Foreign sharesIncluding: Foreign corporation shares

Foreign natural person sharesII. Tradable shares without restricted 16,988,013,564 90.25 827,521,897 827,521,897 17,815,535,461 90.661. CNY ordinary shares 16,988,013,564 90.25 827,521,897 827,521,897 17,815,535,461 90.662. Foreign shareholding listed at domestic3. Foreign shareholding listed abroad4. Others 　III. Total shares of ordinary shares 18,822,875,948 100 827,521,897 827,521,897 19,650,397,845 100

2015 Annual Report

2015 Annual Report

2. Explanation on share changes of ordinary shareReason for changes of tradable shares without restricted: in 2015, the Company converted convertible bond into 827,521,897 shares in total.

3. Influences of ordinary share changes on financial indexes such as the earning per share and the net asset value per share in the recent year and the last period

Based on the general capital prior to share transfer, in 2015, the Company’s earning per share was CNY0.223 and the basic earning per share for 2015 was CNY0.215. The

influence of the share capital change on earning per share for 2015 was CNY0.008 per share.

(II) Changes of restricted shares

√ applicable □ not applicable

Unit: Share

Shareholder name

Number of restricted stock at the beginning of

the year

Terminate number of restricted stock in this

year

Increase number of restricted stock in this

year

Number of restricted stock at the end of the year

Reason for restrictedDate of

terminate restricted


917,431,192 0 0 917,431,192On Dec 31, 2012, the Company issued A shares through private placement, and such shares couldn’t be traded or transferred within thirty-six (36) months as of the end date of issuing.

January 8, 2016

National Council for Social Security Fund, PRC

917,431,192 0 0 917,431,192On Dec 31, 2012, the Company issued A shares through private placement, and such shares couldn’t be traded or transferred within thirty-six (36) months as of the end date of issuing.

January 8, 2016

Total 1,834,862,384 0 0 1,834,862,384 / /

II. Securities issuing and listing(I) Securities issuing in the end of this report period

Unit: Share Currency: CNY

Type of stock and its derivative securities

Issuing dateIssuing price (or

interest rate)Circulation Listing date

Approved number of

listed transaction

End date of transaction

2015 Annual Report

Ordinary sharePrivate placement A share December 31, 2012 2.18 1,834,862,384 January 8, 2013 0 /Convertible bonds, separably-traded convertible bonds and corporate bondsCorporate bond (Phase I) (5-year) June 14, 2012 4.35% 30,000,000 June 15, 2012 30,000,000 June 15, 2017Corporate bond (Phase I) ( 7-year) June 14, 2012 4.75% 10,000,000 June 15, 2012 10,000,000 June 15, 2019Corporate bond (Phase II) (3-year) July 19, 2012 4.22% 33,000,000 July 23, 2012 33,000,000 July 23, 2015Corporate bond (Phase II) (5-year) July 19, 2012 4.35% 7,000,000 July 23, 2012 7,000,000 July 23, 2017Corporate bond (Phase I) (3-year) September 15, 2014 5.1% 15,000,000 October 20, 2014 15,000,000 October 20, 2017Corporate bond (Phase II) (5-year) October 16, 2015 3.87% 15,000,000 November 6, 2015 15,000,000 November 6, 2020

Description on securities issue at the end of the report period (please respectively explain the securities that have different interest rate within duration):

(1) Upon the approval by China Securities Regulatory Commission (CSRC) in its SR Approval [2012] No. 1723 document, the Company private placement 1,834,862,384

ordinary shares to China Guodian Corporation and National Council for Social Security Fund, PRC on December 31, 2012.

(2) Upon the approval by CSRC in its SR Approval [2012] No. 756 Document, the Company openly offered corporate bonds valued CNY8 Billion in total to the public by

stages on June 14 and July 19, 2012 respectively. The bond issue scale of Phase I was CNY4 Billion, thereof the coupon rate of 5-year bond is 4.35%, and that of 7-year bond

is 4.75%. The bond issue scale of Phase II is CNY4 Billion, thereof the coupon rate of 3-year bond is 4.22%, and that of 5-year bond is 4.35%.

(3) Upon the approval by CSRC its SR Approval [2014] No. 852 Document, the Company openly offered corporate bonds valued CNY3 Billion in total to the public on

September 15, 2014 and October 16, 2015 respectively. The bond issue scale of Phase I was CNY1.5 Billion, thereof the coupon rate of 3-year bond is 5.10%. The bond issue

scale of Phase II is CNY1.5 Billion, thereof the coupon rate of 5-year bond is 3.87%.

(II) Changes of total ordinary shares, shareholder structure, corporate assets and liabilities structure

During the reporting period , GD convertible bond converted 827,521,897.00 shares, accumulatively converted 2,420,964,871 shares, up to December 31, 2015, total shares

of the Company were 19,650,397,845 shares, which including, Total shareholding of controlling shareholder China Guodian and its wholly-owned subsidiary China Guodian

Capital Holdings Ltd. is 9,056,210,520 shares, Shareholding proportion was 46.09%; general capital of the Company increased CNY827,521,897.00 and capital reserve

increased CNY994,451,941.56 of the current period.

III. Description of shareholders and actual controllers

2015 Annual Report

(I) Total number of shareholders

Total number of common shareholders at the end of report period 922,791

Total number of common shareholders at the end of the last month before the release date of annual report 907,058

(II) Shareholding conditions table of top 10 shareholders and top 10 floating shareholders (shareholders of shares without restricted) by the end of report periodUnit: Share

Shareholding conditions of top 10 shareholders

Shareholder name (full name)Increase/decrease

in the report period

Number of held shares at the end of period

Shareholding proportion

(%)

Number of held shares with restricted

Conditions of pledged or frozen shares

Nature of shareholder

Share statusChina Guodian Corporation 5,000,000 9,038,709,571 46.00 917,431,192 None StateNational Council for Social Security Fund, PRC 0 917,431,192 4.67 917,431,192 None State

China securities finance Co., Ltd. 421,913,489 421,913,489 2.15 None State-owned Corporation

Central Huijin Investment Ltd. 213,970,000 213,970,000 1.09 None State-owned Corporation

Shanghai Electric (Group) Corporation 153,916,000 200,000,000 1.02 None State-owned Corporation

Bank of China Co., Ltd.-Huaxia New Economy Flexibly Allocated Hybrid Security Investment Seed Fund 156,388,432 0.80 None Unknown

Beijing Energy Investment Holding Co., Ltd. 100,975,770 0.51 None State-owned Corporation

Industrial and Commercial Bank of China Co., Ltd.-Jiashi New Opportunity Flexibly Allocated Hybrid Security Investment Seed Fund

77,142,000 0.39 None Unknown

Yinhua Fund-Agricultural Bank of China-China securities finance asset management plan of Yinhua Fund 75,289,200 0.38 None Unknown

China AMC-Agricultural Bank of China-China securities finance asset management plan of China AMC 75,289,200 0.38 None Unknown

Bosera Funds- Agricultural Bank of China-China securities finance asset management plan of Bosera Funds

75,289,200 0.38 None Unknown

2015 Annual Report

Lombarda China Fund -Agricultural Bank of China-China securities finance asset management plan of Lombarda China Fund

75,289,200 0.38 None Unknown

CSAM-Agricultural Bank of China-China securities finance asset management plan of CSAM 75,289,200 0.38 None Unknown

E Fund-Agricultural Bank of China-China securities finance asset management plan of E Fund 75,289,200 0.38 None Unknown

Dacheng Fund- Agricultural Bank of China-China securities finance asset management plan of Dacheng Fund

75,289,200 0.38 None Unknown

ICBC Credit Suisse Fund- Agricultural Bank of China-China securities finance asset management plan of ICBC Credit Suisse Fund

75,289,200 0.38 None Unknown

Harvest Fund-Agricultural Bank of China-China securities finance asset management plan of Harvest Fund

75,289,200 0.38 None Unknown

GF Fund-Agricultural Bank of China-China securities finance asset management plan of GF Fund 75,289,200 0.38 None Unknown

Shareholding conditions of top 10 shareholders of shares without restricted

Shareholder name Number of held shares without restricted Share type and amountType

China Guodian Corporation 8,121,278,379 RMB ordinary sharesChina securities finance Co., Ltd. 421,913,489 RMB ordinary sharesCentral Huijin Investment Ltd. 213,970,000 RMB ordinary sharesShanghai Electric (Group) Corporation 200,000,000 RMB ordinary sharesBank of China Co., Ltd.-Huaxia New Economy Flexibly Allocated Hybrid Security Investment Seed Fund 156,388,432 RMB ordinary shares

Beijing Energy Investment Holding Co., Ltd. 100,975,770 RMB ordinary sharesIndustrial and Commercial Bank of China Co., Ltd.-Jiashi New Opportunity Flexibly Allocated Hybrid Security Investment Seed Fund 77,142,000 RMB ordinary shares

Yinhua Fund-Agricultural Bank of China-China securities finance asset management plan of Yinhua Fund 75,289,200 RMB ordinary shares

China AMC-Agricultural Bank of China-China securities finance asset management plan of China AMC 75,289,200 RMB ordinary shares

2015 Annual Report

Bosera Funds- Agricultural Bank of China-China securities finance asset management plan of Bosera Funds 75,289,200 RMB ordinary shares

Lombarda China Fund -Agricultural Bank of China-China securities finance asset management plan of Lombarda China Fund 75,289,200 RMB ordinary shares

CSAM-Agricultural Bank of China-China securities finance asset management plan of CSAM 75,289,200 RMB ordinary shares

E Fund-Agricultural Bank of China-China securities finance asset management plan of E Fund 75,289,200 RMB ordinary shares

Dacheng Fund- Agricultural Bank of China-China securities finance asset management plan of Dacheng Fund 75,289,200 RMB ordinary shares

ICBC Credit Suisse Fund- Agricultural Bank of China-China securities finance asset management plan of ICBC Credit Suisse Fund 75,289,200 RMB ordinary shares

Harvest Fund-Agricultural Bank of China-China securities finance asset management plan of Harvest Fund 75,289,200 RMB ordinary shares

GF Fund-Agricultural Bank of China-China securities finance asset management plan of GF Fund 75,289,200 RMB ordinary shares

The above description of affiliation or concerted action among the shareholders

China Guodian Corporation is the controlling shareholder of the Company. National Council for Social Security Fund, PRC, the second largest shareholder of the Company, holds 4.67% of shares of the Company.

Number of held shares by the top 10 shareholders of restricted and restricted conditionsUnit: Share

No.Name of shareholder of shares with restricted

Number of held shares with restricted

Tradable information of shares with restricted

Restricted conditionsTradable time

Increment of number of tradable

shares

1 China Guodian Corporation 917,431,192 January 8, 2016 917,431,192Not tradable or transferrable within thirty-six months as of the end of issue

2National Council for Social Security Fund, PRC 917,431,192 January 8, 2016 917,431,192

Not tradable or transferrable within thirty-six months as of the end of issue

The above description of affiliation or concerted action among the shareholders

China Guodian Corporation is the controlling shareholder of the Company. National Council for Social Security Fund, PRC, the second largest shareholder of the Company, holds 4.67% of shares of the Company.

2015 Annual Report

IV. Description of controlling shareholder and actual controllers(I) Controlling shareholder 1. CorporationName China Guodian CorporationPrincipal or legal representative

Qiao Baoping

Date of establishment December 29, 2002

Main businesses

Industrial investment, operation and management; power development, investment, construction, operation and management; power/heat production and sales; investment in and construction, operation and management of coal, power generation facility, new energy, traffic, new and high-tech and environmental protection industries; power-related technical service, information consultancy, etc.

Other domestic or foreign listed company’s equity controlled or participated in the report period

The controlling shareholder holds 58.44% of the shares of Longyuan Power (H), and 37.39% of those of Changyuan Electric Power. It actually controls 78.4% of the shares of Guodian Technology & Environment Group Corporation Limited, 61.42% of those of Inner Mongolia Pingzhuang Energy Resources Co., Ltd., and 51.25% of those of Ningxia Younglight Chemicals Co., Ltd., and 42% of those of Yantai Longyuan Power Technology Co., Ltd.

2. Block chart of ownership and control relations between the Company and the controlling shareholder

(II) Actual controllers

1. Corporation

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

2. Block chart of ownership and control relations between the Company and the actual controllers

2015 Annual Report

V. Conditions on limit reducing holding-shares√applicable □not applicable

2015 Annual Report

Section VII Condition of Directors, Supervisor, Senior management personnel and EmployeesI. Change shares held and remuneration(I) Share change and remuneration of incumbent directors, supervisor and senior management personnel and those leaving office during the report period

√applicable □not applicableUnit: Share

Name Post (Note) Sex Age Start date of term of office

End date of term of office

Beginningnumber of held shares

Yearend number of held shares

Increase/decrease of held shares inthe report period

Reason of Increase/decrease

Total receivable remuneration from the Company in the

report period (CNY10,000) (Pretax)

Whether the get paid within Related Party

Chen Feihu Chairman M 53 Jul 9, 2013 --Yu Chongde Director M 58 Sept 19, 2012 --Zhang Guohou Director M 53 Sept 19, 2012 --Gao Song Director M 54 Sept 19, 2012 --Mi Shuhua Director M 53 Apr 15, 2014 --Bao Jiang Director M 50 Sept 10, 2014 --Li Xiuhua Independent Director M 67 May 5, 2011 --Gao Debu Independent Director M 60 Aug 17, 2015 -- 4.76Xiao Xiangning Independent Director M 62 Aug 17, 2015 -- 4.76Lv Yuegang Independent Director M 57 Apr 6, 2016 --Guo Ruiting Chairman of the Board of Supervisors M 59 Mar 29, 2013 --Xie Changjun Supervisor M 58 Mar 29, 2013 --Chen Bin Supervisor M 56 Apr 15, 2014 -- 75,252 75,252 0Zhang Zijuan Employee Supervisor F 53 Sept 19, 2012 -- 100,000 100,000 0 73.04

Wu Qiang Employee Supervisor M 49 Sept 19, 2012 -- 12,400 9,400 -3,000Secondary

market reducing63.64

Feng ShuchenDirector

M 51 Jul 9, 2013 -- 134,000 134,000 0General Manager Sept 19, 2012 -- 92.33

Jiang Hongyuan Chief Accountant M 52 Sept 19, 2012 -- 100,000 100,000 0 73.22Xu Qi Chief Engineer, Deputy General Manager M 48 Sept 19, 2012 -- 100,000 100,000 0 73.69

Li Zhongjun Deputy General Manager, Secretary of the board of directors

M 43 Mar 21, 2014 -- 73.07

Left Office:Wang Ruixiang Independent Director M 69 Jul 9, 2013 Aug 17, 2015 1.19Wang Xiaoqi Independent Director M 66 Sept 19, 2012 Aug 17, 2015Hu Weiping Independent Director M 65 Sept 19, 2012 Aug 17, 2015Tian Yong Independent Director M 64 Aug 17, 2015 Apr 6, 2016 3.57Zhu Yueliang Deputy General Manager M 60 Sept 19, 2012 Mar 21, 2016 120,000 120,000 0 85.87Miao Jun Deputy General Manager M 58 Sept 19, 2012 Mar 21, 2016 100,000 100,000 0 73.57Wu Quan Deputy General Manager M 47 Sept 19, 2012 Mar 21, 2016 100000 100,000 0 62.37

Total / / / / / 841,652 838,652 -3,000 / 685.08 /

2015 Annual Report

Explanation on changes of the Company directors, supervisors and senior management personnel

1. On September 18, 2015, the Company issued the Suggestive Announcement on the Postponed Election of

Board of Directors and Board Supervisors. The three-year service term of the seventh Board of Directors and

Board of Supervisors becomes expired on September 18, 2015. Whereas the nomination of relevant candidates for

directors and supervisors has not been completed, in order to maintain the work continuity of the Board of

Directors and Board of Supervisors, the election to replace the seventh Board of Directors and Board of

Supervisors has to be postponed. Meanwhile, the service term of the special committee of the seventh Board of

Directors and senior management personnel will also be postponed accordingly. When the aforementioned work

was completed, the Company will promote the election timely and perform the related obligation of information

disclosure.

2. On August 18, 2015, the Company held the second extraordinary shareholders meeting in 2015, where Mr.

Tian Yong, Mr. Gao Debu and Mr. Xiao Xiangning were elected as the independent directors of the seventh Board

of Directors.

3. On March 21, 2016, Mr. Zhu Yueliang, Mr. Miao Jun and Mr. Wu Quan resigned the post as Deputy General

Manager.

4. On January 22, 2016, Mr. Tian Yong resigned the post as the independent director of the seventh Board of

Directors. Before the recruitment procedure for the new independent director is completed, Mr. Tian Yong will

continue to perform the duty as the independent director.

5. On April 6, 2016, the Company held the first extraordinary shareholders meeting in 2016, where Mr. Lv

Yuegang was elected as the independent director of the Seventh Board of Directors and Mr. Tian Yong ceased to

be the independent director.

Name Main working experiencesChen Feihu He has successively held the posts of Deputy head of economic adjustment and national assets

supervision department of Ministry of Power, Deputy Director of financial and assets operation department, Deputy Director & Director of General Manager service department and Director of system reform office & Chief Economist at State Grid Corporation of China, Deputy General Manager and Party Member of China Huadian Corporation, Director, General Manager and Party Member of China Guodian Corporation.

Yu Chongde

He has successively held the posts of Deputy Director of steam turbine workshop, Deputy Chief Engineer, vice Plant Manager, Chief Engineer and Plant Manager at Shandong Zhanhua Power Plant, Plant Manager & Party Secretary of Shandong Huangtai Power Plant, assistant Director of Shandong Electric Power Bureau, Chief Engineer of Jiangxi Provincial Electric Power Bureau, vice General Manager, Chief Engineer and Party Member of Jiangxi Electric Power Company, Deputy General Manager and Deputy Secretary of party committee at Northwest Company of State Grid Corporation China, General Manager assistant &Director of safety production department, Deputy General Manager and Party Member of China Guodian Corporation, Currently, he is the Full-time vice chairman and secretary general of the Sixth Council of China Electricity Council.

Zhang Guohou

He has successively held the posts of Deputy chief of accounting division of finance office, Deputy Director and Director of accounting cost office of financial department, Deputy Director of financial department at Northeast Power Group Co., Ltd., vice-Chief Accountant & Director of financial department at Northeast Company of State Grid Corporation of China, Chief Accountant, Board Secretary and Party Member of GD Power Development Co., Ltd., Deputy Director of finance and

2015 Annual Report

property management department at State Grid Corporation of China, Director of financial department & Director of capital management centre as well as chief financial consultant at State Grid Corporation of China, Chief Accountant, Party Member, vice General Manager and Party Member of China Guodian Corporation.

Gao Song He has successively held the posts of Deputy Director of boiler room as well as Deputy Chief Engineer at Hebei Electric Power Test Research Institute, Chief Engineer at Hebei Provincial Matou Power Plant, Deputy Director and Director of construction preparation office of Hebei Hanfeng Power Plant, assistant Director of Hebei Provincial Electric Power Industry Bureau, General Manager assistant and Chief Engineer of Hebei Electric Power Company, Party Secretary and General Manager of North China Company of China Guodian Corporation, General Manager of China Guodian Corporation as well as Deputy Party Secretary and Deputy General Manager of GD Power Development Co., Ltd., General Manager and Deputy Party Secretary of GD Power Development Co., Ltd., Deputy General Manager, Party Member and Director of working committee of China Guodian Corporation.

Mi Shuhua He has successively held the posts of technician, Deputy Director and Director in branch of Tongliao Power Plant, factory Director of Tongliao thermal Power Plant, Deputy Chief Engineer & head of biotechnology office, assistant Plant Manager and Plant Manager in Tongliao General Power Plant, Director of multi-economic department and Deputy Chief Engineer of Northeast China Grid Company, Deputy General Manager and party group member of Northeast China Grid Company, Party Secretary and General Manager of Northeast branch company of China Guodian Corporation, General Manager assistant of China Guodian Corporation & Executive Director, Party Secretary and General Manager of Guodian Northeast Power Co., Ltd., General Manager assistant of China Guodian Corporation & General Manager and Deputy Secretary of party committee of GD Power Development Co., Ltd., Deputy General Manager, Party Member and Director of working committee in China Guodian Corporation. Currently, he is the Deputy General Manager and Party Member of China Guodian Corporation.

Bao Jiang He has successively held the posts of section member, principal section member of Foreign Affair Department of Ministry of Finance; financial manager (deputy department director level) of Hong Kong Bauhinia Magazine; chief account of China Travel Service (Group) Co., Ltd. Oriental Art Tower Co., Ltd.; deputy director general level secretary, director general level secretary of General Office Duty Room of National Council for Social Security Fund (SSF); director of No.1 Project Investment Department of Equity Assets Department (Industrial Investment Department) of National Council for Social Security Fund (SSF). He holds the post of deputy director of Equity Assets Department (Industrial Investment Department) of National Council for Social Security Fund (SSF) currently.

Li Xiuhua She has successively held the posts of Deputy Director and Director of central budget implementation office and general accounting office at budget division of Ministry of Finance, assistant inspector of budget division of Ministry of Finance, special inspector of the State Council, Deputy-Director level special inspector assistant of general administration and responsible person at the office, Deputy-Director level full-time supervisor at the Board of Supervisors of the working committee of central enterprises, Deputy Director of office, Director-level full-time supervisor at working committee of central enterprises and the Board of Supervisors of State-owned Assets Supervision and Administration Commission of the State Council and Office Director. Currently, she has retired.

Gao Debu He successively held the posts of Deputy Head of the Department of Economics, Associate Dean of the School of Economics, and Organization Department Head of the Party Committee at Renmin University of China (RUC). In 2002, he visited UCLA in the United States as the senior visiting scholar. Now, he acts as Professor and Doctoral Supervisor at the School of Economics and Executive Vice-President of the Institute of China’s Economic Reform & Development at RUC,

2015 Annual Report

undertakes and has completed several national and provincial research projects.

Xiao Xiangning

He successively acted as Head of the Scientific Research Department, Head of the Electric Power Department, Executive Associate Dean of the School of Electrical and Electronic Engineering, Executive Deputy Director of the Key Laboratory of Electric System Protection and Dynamic Security Monitoring under the Ministry of Education at North China Electric Power University (NCEPU). Once as the senior visiting scholar, he went to the University of Bari in Italy for researches. Now, he is Professor and Doctoral Supervisor, and Director of New Power Source and Power System Research Institute at NCEPU. He enjoys the special government allowance granted by the State Council.

Lv Yuegang

He served successively as the lecturer, associate professor, professor, head of the Teaching and Research Section of Measurement and Control Technology and Instrumentation, and chairman of the Teachers’ Representative Committee of the School of Control and Computer Engineering at North China Electric Power University (NCEPU). Now, he acts as professor, master’s supervisor and academic leader of measurement technology and automation of the School of Control and Computer Engineering at NCEPU.

Guo Ruiting

He has successively held the posts of staff at organization department of Hexi District committee, Tianjin City, staff at human resources and security department of general office of central organization department, staff, chief section member, Deputy Director and Director at knowledge working office of intellectual working office at cadre educational bureau of central organization department, mayor’s assistant at Xinxiang Municipality, Henan Province, Deputy Director at intellectual working office of central organization department, Deputy Director at office of central organization department & Director of information management center, Director-level investigator, inspector and Deputy Director at the office of central organization department & Director of information management center, Party Member, leader of discipline inspection group and Deputy General Manager of China Guodian Corporation.

Xie Changjun

He has successively held the posts of engineer at Science and Technology Division of Ministry of Water Conservancy and Hydropower (Ministry of Electric Power), Deputy Director of Science and Technology Department of China Electricity Council, Deputy General Manager at Zhongneng Power-tech Development Co., Ltd., Deputy General Manager, General Manager and Party Secretary of Longyuan Power Group Corporation Limited, General Manager, Deputy Party Secretary and Executive Director of Longyuan Power Group Corporation Limited, General Manager assistant, Deputy General Manager and Party Member at China Guodian Corporation.

Chen Bin He has successively held the posts of section member, deputy chief, chief, chief accountant of finance section of Liaoning Dalian Power Station; deputy director general of finance department of Northeast Power Administration of Ministry of Electric Power; director general, financial department senior accountant, member of leading party group of accounting cost department of financial department of Northeast Power Group Corporation; director general of budget finance department, asset department of finance department of State Power Company; chief accountant of Sino Hydro Engineering Bureau; chief accountant, member of leading parting group of GD Power Development Co., Ltd.; vice president, chief accountant, member of leading party group of GD Power Development Co., Ltd.; deputy chief accountant and director of finance equity management department of China Guodian Group Corporation. Currently holds the office of chief accountant, member of leading party group of China Guodian Group Corporation.

Zhang Zijuan

She has successively held the posts of Director and Deputy editor-in-chief at Editorial Department of School Papers of Party Committee Propaganda Department and Deputy Director of headmaster’s office at North China Electric Power University, Director of comprehensive management office at senior training center of State Grid Corporation of China, Office Director of discipline inspection group of China Guodian Corporation as well as Deputy Director of supervision department of China Guodian Corporation. Currently, she is the Party Member, leader of discipline inspection group and

2015 Annual Report

labor union chairman of GD Power Development Co., Ltd.Wu Qiang He has successively held the posts of accountant at finance office of Beijing Shijingshan Power

Plant, Manager assistant at the planning financial department of Longyuan Power Group Corporation Limited, Manager assistant and Deputy Manager of finance department of GD Power Development Co., Ltd., Deputy Manager of finance department (in charge of work), Person in Charge of Beijing branch company, Director of discipline inspection office, Manager of audit and supervision department, Manager of audit department and Director of audit and supervision department (discipline inspection office) at GD Power Development Co., Ltd. Director of audit department of GD Power Development Co., Ltd. Currently, he is the General auditor of GD Power Development Co., Ltd.

Feng Shuchen

He has successively held the posts of technical trainer, automatic control and computer class technician, leader of automatic control team, special worker, Deputy Director, Director at thermal branch of Chaoyang Power Plant, Director, assistant Chief Engineer in charge of operation, vice Plant Manager and Plant Manager liable for production at Chaoyang Power Plant, Party Secretary, Secretary of discipline inspection commission and the first assistant production manager, Plant Manager & Party Secretary at Datong No. 2 Power Plant of GD Power, Party Secretary and Deputy General Manager of Guodian Technology & Environment Group Corporation Limited, General Manager and Party Secretary of Guodian Technology & Environment Group Corporation Limited and Director of Human Resources Department at China Guodian Corporation. Currently, he is the General Manager and Deputy Secretary of party committee at GD Power Development Co., Ltd.

Jiang HongYuan

He has successively held the posts of senior staff member and principal staff member of industrial and communication division of Ministry of Finance, assistant Manager of funds plan department of China Electric Power Trust Investment Co., Ltd., head of accounting office of financial and property management department of State Grid Corporation of China, Deputy Director of financial property department at China Guodian Corporation, Chief Accountant and Party Member of GD Power Development Co., Ltd., Chief Accountant, Secretary of the board of directors and Party Member of GD Power Development Co., Ltd. Chief Accountant, Party Member and General Counsel of GD Power Development Co., Ltd., Currently, he is the Chief Accountant, Party Member and labor union chairman of GD Power Development Co., Ltd.

Xu Qi He has successively held the post of on-duty worker of C3 team responsible for boiler operation, the first stoker, full-time staff responsible for boiler operation at power generation department, full-time staff responsible for boiler operation at maintenance department, full-time boiler operator of production technology department, Deputy Director of production technology department at Jiangsu Jianbi Power Plant, Deputy Chief Engineer at GD Jiangsu Jianbi Power Plant, vice Plant Manager (or vice General Manager) and party committee member of GD Jianbi Power Plant (Company), Chief Engineer and economist of Guodian Jiangsu Power Generation Co., Ltd., Chief Engineering and party committee member of GD Power Development Co., Ltd. Currently, he is the Deputy General Manager, Chief Engineer and party committee member of GD Power Development Co., Ltd.

Li Zhongjun

He has successively held the posts of staff member of China Electric Power Research Institute, business manager, Manager assistant and assistant Manager of securities investment department, assistant manager and Deputy Director of securities financing department in GD Power Development Co., Ltd., securities representative, Deputy Director of securities financing department (in charge of work), securities representative and Director of securities financing department in GD Power Development Co., Ltd.; Currently, he acts as Deputy General Manager, Board Secretary, Party Member and securities representative of GD Power Development Co., Ltd.

2015 Annual Report

(II) Conditions of stock ownership incentive awarded to the directors, supervisors and senior management personnel during the report period


II. Appointment details of directors, incumbent supervisors and senior management personnel and those leaving office during the report period

(I) Appointment details at the shareholder’s entity


Name ofPersonnel Appointed

Shareholder’s entity Hold a post at the shareholder’s entityStarting Date of

tenureEnding Date of

tenureChen Feihu China Guodian Group Director, General Manager, Party member May 2013 --Yu Chongde China Guodian Group Deputy General Manager, Party member January 2006 January 2016Zhang Guohou China Guodian Group Deputy General Manager, Party member September 2013 --Gao Song China Guodian Group Deputy General Manager, Party member, Director of working committee December 2008 --Guo Ruiting China Guodian Group Party member, Discipline-team leader March 2010 --Mi Shuhua China Guodian Group Deputy General Manager, Party member January 2010 --Xie Changjun China Guodian Group Deputy General Manager, Party member January 2013 --

(II) Appointment details at the other entity√applicable □not applicable

Name ofPersonnel Appointed

Other entity Hold a post at the other entityStarting Date of

tenureEnding Date

of tenure

Yu ChongdeXi’an Thermal Power Research Institute Co., Ltd. Director April 2012 --

China Electricity CouncilFull-time vice chairman and secretary general of the Sixth Council

January 2016 --

Xie Changjun Longyuan Power Group Corporation Limited Chairman of the board of supervisors June 2013 --Feng Shuchen Guodian Technology & Environment Group Corporation Limited Director January 5, 2011 --Zhang Zijuan Guangdong Yuanguang Software Co., Ltd Chairman of the board of supervisors April 17, 2012 --

Shanghai Waigaoqiao No.2 Power Generation Co., Ltd. Supervisor April 29, 2014 --Shanghai Waigaoqiao No.3 Power Generation Co., Ltd. Supervisor April 29, 2014 --

2015 Annual ReportZhejiang Zheneng Beilun Power Generation Co., Ltd. (Beilun No. 2 Plant)

Chairman of the board of supervisors April 17, 2012 --

GD Zhejiang Beilun No. 1 Power Generation Co., Ltd. Supervisor April 17, 2012 --GD Zhejiang Beilun No. 3 Power Generation Co., Ltd. Supervisor July 26, 2013

Wu Qiang

GDPD Dalian Zhuanghe Power Generation Co., Ltd. Chairman of the board of supervisors April 27, 2011 --GD Jiantou Inner Mongolia Energy Co., Ltd. Supervisor December 26, 2012 --GD Younglight Energy Chemical Group Co., Ltd. Chairman of the board of supervisors March 9, 2011 --GD Xuanwei Power Generation Co., Ltd. Chairman of the board of supervisors January 18, 2011 --Ordos Railway Investment Co., Ltd. Chairman of the board of supervisors March 2, 2010 --Guodian Ningxia Solar Co., Ltd. Supervisor October 28, 2011 --GDPD Qinghai Wanli Hydropower Development Co., Ltd. Supervisor April 27, 2012 --

Miao Jun

Shanghai Waigaoqiao No.2 Power Generation Co., Ltd Director May 18, 2011 --GD Tongxin Coal Mine Co., Ltd. Deputy chairman July 29, 2011Chifeng Xinsheng Wind Power Co., Ltd. Deputy chairman September 14, 2009 --Shenzhen ADAM Software Co., Ltd. Deputy chairman March 9, 2010 --GD Power Hailong (Dalian) International Investment Co., Ltd Chairman November 22, 2012 --GD Inner Mongolia Dongsheng Thermal Power Co., Ltd. Chairman August 25, 2009 --Ordos Railway Investment Co., Ltd. Chairman July 22, 2008 --GD Dadu River Hydropower Development Co., Ltd. Director March 9, 2011 --GDPD Pulandian Thermal Power Co., Ltd. Chairman March 25, 2009 --GDPD Jiuquan Power Generation Co., Ltd. Executive director March 9, 2011 --

Jiang Hongyuan

GDPD Datong Power Generation Co., Ltd.Deputy chairman of the board of supervisors

March 9, 2011 --

Guodian Finance Corporation Limited Directors June 11, 2009 --Hebei Handan Thermal Power Co., Ltd. Chairman March 17, 2008 --Yuanguang Software Co., Ltd Deputy chairman June 13, 2010 --Bank of Hebei Co., Ltd. Deputy chairman May 18, 2009 --

GD Dadu River Hydropower Development Co., Ltd.Deputy chairman of the board of supervisors

March 9, 2011 --

GD Zhejiang Beilun No. 3 Power Generation Co., Ltd. Chairman August 5, 2015GD Zhejiang Beilun No. 1 Power Generation Co., Ltd. Chairman August 6, 2015Zhejiang Zheneng Beilun Power Generation Co., Ltd. (Beilun No. 2 Plant) (49%)

Deputy chairman August 6, 2015

2015 Annual Report

Wu Quan

GD Inner Mongolia Shanghaimiao Thermal Power Co., Ltd. Deputy chairman February 1, 2013 --Beijing Taiyanggong Gas-fired Thermal Power Co., Ltd. Director March 9, 2011 --GD Shuangwei Inner Mongolia Shanghaimiao Energy Co., Ltd. Deputy chairman May 18, 2011 --GD Jiantou Inner Mongolia Energy Co., Ltd. Director September 1, 2009 --GD Younglight Energy Chemical Group Co., Ltd. Chairman October 14, 2015Guodian Inner Mongolia Jingyang Energy Co., Ltd. Chairman May 21, 2015

Xu Qi

GD Ningxia Shizuishan First Power Generation Co., Ltd. Chairman April 17, 2012 --GD Ningxia Shizuishan Power Generation Co., Ltd. Chairman April 17, 2012 --Gansu Datang International Liancheng Power Generation Co., Ltd. Deputy chairman August 2, 2013 --Shanghai Waigaoqiao No.2 Power Generation Co., Ltd. Chairman May 8, 2015Shanghai Waigaoqiao No.3 Power Generation Co., Ltd. Deputy chairman May 8, 2015GDPD Datong Power Generation Co., Ltd. Chairman July 2, 2015GD Xuanwei Power Generation Co., Ltd. Chairman November 27, 2015

Li Zhongjun Shenzhen ADAM Software Co., Ltd. Director March 9, 2011 --GDPD Dalian Zhuanghe Power Generation Co., Ltd. Chairman April 3, 2014 --GD Dadu River Hydropower Development Co., Ltd. Director June 2, 2015 --

III. Remuneration of directors, supervisors and senior management personnel

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

For the year 2015, according to the resolution of the shareholders meeting, the allowance standard for the Company’s independent directors was CNY5,000 after-tax per month. In August 2015, the allowance standard was adjusted to CNY10,000 after-tax per month. Apart from the allowance, the Company does not provide any extra reward or benefit. For employee supervisors with regular posts in the Company, the labor remuneration is paid according to the Company’s wage system and their respective post. For senior management personnel of the Company, the remuneration is determined by the Company’s remuneration committee. For all directors (except Mr. Feng Shuchen who acts as General Manager of the Company) and all the other supervisors, the remuneration is not paid by the Company.

Bases for determination of remuneration of directors, supervisors and senior management personnel

According to the current situation, aim at improving enterprise competitiveness and economic effectiveness, based on post evaluation, guided by market, cored by performance assessment; the Company insist on the principal of distribution on the basis of labor, budget control, connect income with performance; build a salary system that tending to attract, maintain, motivate talents, optimizing human resource allocation and adopting to enterprise reform and development strategy.

Actual payment remuneration of directors, supervisors and senior management personnel

See “share change and remuneration of incumbent directors, supervisor and senior management personnel and those leaving office during the report period” in “change of shares held and remuneration” for the payable remuneration of the Company’s directors, supervisors and senior management personnel during the report period.

Actual total remuneration received In accordance with relevant provisions of the Company’s remuneration management system, the remuneration of all

2015 Annual Reportby all directors, supervisors and senior management personnel at the end of the report period

directors, supervisors and senior management personnel in 2015 have been paid for a total of CNY6.8508 Million.

deeplm, 04/25/16,

原稿是2014，是否应为2015？

2015 Annual Report

IV. Change of directors, supervisors and senior management personnel

Name Position Change Reason

Tian Yong Independent Director Employed Director adjustment

Gao Debu Independent Director Employed Director adjustment

Xiao Xiangning Independent Director Employed Director adjustment

Wang Ruixiang Independent Director Left Director adjustment

Wang Xiaoqi Independent Director Left Director adjustment

Hu Weiping Independent Director Left Director adjustment

Tian Yong Independent Director Left Director adjustment

Lv Yuegang Independent Director Employed Director adjustment

Zhu Yueliang Deputy General Manager Left Retirement

Miao Jun Deputy General Manager Left Job change

Wu Quan Deputy General Manager Left Job change

V. Explanation of punishment by the securities regulators of the latest three years


VI. Conditions on Employees of parent company and main subsidiaries(I) Conditions of employees

Number of parent company’s incumbent employees 2,649Number of main subsidiaries’ incumbent employees 25,094Total number of incumbent employees 27,743Number of parent company and main subsidiaries’ employees who have retired with costs borne by companies

12,069

Profession compositionProfession category

Production personnel 16,245Sale personnel 178

Technical personnel 1,798Financial personnel 550

Administrative personnel 4,313Total 27,743

Education DegreeEducation degree category Number of people

Postgraduate and above 634Bachelor degree 8,868Associate degree 8,544

Secondary technical school or senior high school 7,581Junior high school or below 2,116

Total 27,743

2015 Annual Report

(II) Remuneration policy

In accordance with own reality, the objective of enhance company competitiveness and economic

effectiveness, the market-oriented direction, the base of job evaluation and the core of performance evaluation, the

Company adheres to the principles of distribution according to work, budget control and connection with corporate

performance and individual performance, and establishes a remuneration system that is conducive to attracting,

holding and encourages talents, and optimizing human resources and is suited for the Company’s reform and

development strategy.

(III) Training plan

During the reporting period, the Company implemented various training in accordance with the Company’s

annual training plan, mainly including “Enterprise Leader Workshops”, “Enterprise-wide Risk Management

Training Course” and “Grassroots Party Committee Training Course” to achieve 100% training of leaders and

cadres, improve professional quality and work capacity, cultivate cadres’ capacity of running company; meanwhile,

the Company effectively implemented all-staff education and training, started company system online education

and training system, realized sharing of training resources, further accelerate the quality improvement of all staffs.

The Company will center on annual priorities and staffing requirements to effectively develop and reasonably

use current resources, further enhance training of cadres, perfect staff education and training system, advocate

talent investment philosophy, and give full play to the function of online education platform. The Company will

improve comprehensively quality of talent team and promote high-level functioning of the Company’s work in all

aspects by developing a skilled team with fine skills through leadership training of reserve cadres, general manager

training course, young talents training course, new energy project preparation training, discipline inspection and

supervision training and other trainings.

2015 Annual Report

Section VIII Corporate Governance

I. Description of related to corporate governance

During the reporting period, the Company constantly improved the Company’s corporate governance structure

construction and standardized operation, strengthened system construction and did well in investor relationship

management in accordance with the Company Law, Securities Law, Code of Corporate Governance for Listed

Companies in China, Rules of Shanghai Stock Exchange on the Listing of Stocks and relevant legal requirements of

China Securities Regulatory Commission, and the actual situation of the Company’s governance met relevant legal

requirements.

The Company is in good condition in terms of controlling shareholder and actual controller conduct

regulation, standardized operation and corporate governance. The Company’s controlling shareholder and actual

controllers can conscientiously perform their duties in strict accordance with regulatory requirements to support the

Company's continued healthy development and strive to maintain investor interests; the Company’s directors,

supervisors and senior management personnel strictly comply with laws and regulations and carefully perform the

“Three Meetings” regulations with strict internal control; the Company effectively fulfill its obligations of

disclosure of listed company information by promptly disclosing true, accurate and complete information. During

the reporting period, the Company carried out construction of overall risk management system, further perfected

internal control system and improved risk control ability.

II. Introduction of shareholders meeting

Meeting Meeting dateSearch index of designated

website for resolution publicationDisclosure date for

resolution publication2014 Annual shareholders meeting

May 8, 2015 China Securities Journal, Shanghai Securities News

May 11, 2015

First extraordinary shareholders meeting in 2015

July 1, 2015 China Securities Journal, Shanghai Securities News

July 4, 2015

Second extraordinary shareholders meeting in 2015

August 17, 2015 China Securities Journal, Shanghai Securities News

August 18, 2015

Third extraordinary shareholders meeting in 2015

September 9, 2015 China Securities Journal, Shanghai Securities News

September 12, 2015

Fourth extraordinary shareholders meeting in 2015

October 28, 2015 China Securities Journal, Shanghai Securities News

October 31, 2015

III. Fulfillment of director liability(I) Conditions on directors attendance in board of directors and shareholders meetings

2015 Annual Report

Name of directorWhether the independent

director

Attendance in board of directorsAttendance in shareholders

meetingsTimes of attendance in board of directors

of this year

Times of in-person

attendance

Times of attendance by

telecommunication

Times of entrusted

attendance

Times of absence

Whether the not attend in person for two consecutive times

Times of attendance in shareholders

meetingsChen Feihu No 9 9 7 0 0 No 5

Yu Chongde No 9 9 7 0 0 No 5

Zhang Guohou No 9 9 7 0 0 No 5

Gao Song No 9 9 7 0 0 No 5

Mi Shuhua No 9 9 7 0 0 No 5

Feng Shuchen No 9 9 7 0 0 No 5

Bao Jiang No 9 9 7 0 0 No 5

Wang Ruixiang Yes 4 4 3 0 0 No 3

Li Xiuhua Yes 9 9 7 0 0 No 5

Wang Xiaoqi Yes 4 3 3 1 0 No 3

Hu Weiping Yes 4 4 3 0 0 No 3

Tian Yong Yes 5 5 4 0 0 No 3

Gao Debu Yes 5 5 4 0 0 No 3

Xiao Xiangning Yes 5 5 4 0 0 No 3

Times of board of directors during the year 9

Including: times of on-site meetings 2

Times of meetings by telecommunication 6

Times of on-site meetings combining telecommunication 0

2015 Annual Report

(II) Conditions of objection put forward by independent directors to relevant matters

During the reporting period, the Company’s independent directors didn’t put forward objection to the

proposals of the board of directors and other matters.

IV. Regarding the important opinions and suggestions proposed by the special committee under the Board of

Directors when performing its duty during the reporting period, in case of any objection, specific

information should be disclosed.

1. Important opinions and suggestions proposed by the audit committees during the reporting period in performance

of duties:

In 2015, the audit committee, under the leadership of the Board of Directors, performed the supervisory duties

diligently in accordance with relevant provisions in the Executive Regulations of the Audit Committee of the Board

of Directors and the Procedures for the Deliberation of the Annual Report by the Audit Committee prepared by the

Company and thoroughly mastered the production and operation conditions of the Company. The Independent

Directors for the subsidiary enterprises and office site in the audit committee carried out onsite inspection over

Shanghai Waigaoqiao No. 2 Power Generation Co., Ltd., GD Dadu River Hydropower Development Co., Ltd. and

GD Jiangsu Power Co., Ltd., listened to the special report of production operation conditions, development plan

and engineering construction etc. given by related principals of surveyed companies, it has understood the

enterprise management and future development planning in detail from relevant national policies on the electricity

price, generating capacity, ultra-low emission and clean energy. Also, it has visited the hydropower stations and

construction sites and proposed relevant opinions and suggestions for the development, construction and operation

of hydropower projects.

The audit committee held a meeting on time, reviewed over the periodic report delivered by the Company and

proposed several specific opinions and suggestions of modification and the audit committee believed that the

financial accounting statements of the Company truly, correctly and completely reflect the overall conditions of the

Company. At the same time, the audit committee and the accounting firm carried out regular communication and

actively urged the accounting firm to carry out the audit work over the annual report and to submit audit report in

the agreed period on the basis of ensuring the quality of audit work.

2. Important opinions and suggestions proposed by the remuneration committees during the reporting period in

performance of duties:

In accordance with the relevant provisions of Executive Regulations of the Remuneration and Appraisal

Committee of the Board of Directors, the Remuneration and Appraisal Committee of the Board of Directors held a

meeting in March, 2016, reviewed the level of remuneration of the executives and Independent Directors of the

Company in 2015 and agreed over the opinion of strict control over the remunerations of the executives on the

basis of the challenges in the long-term development of the enterprise.

3. Important opinions and suggestions proposed by the nominations committee during the reporting period in performance of duties:

2015 Annual Report

On July 27, 2015, the nominations committee of the Board of Directors held a meeting to discuss the Proposal

on Adjustment of Several Independent Directors. The nominations committee of the Board of Directors believed the

qualification of Mr. Tian Yong, Mr.Gao Debu and Mr. Xiao Xiangning as Independent Directors of the Company is

legal; Through review of resumes of above candidates, there is no situation indicate that they are not suitable for

being directors of the Company stipulated by Company Law, being prohibited from market by CSRC or prohibit is

not yet cancelled; through inspection, the education background, working experiences and physical condition of the

above candidates are capable for the job.

V. Description of risks of the Company found by the Board of Supervisors

In 2015, the Board of Supervisors of the Company, in the principle of maintaining the benefits of the

Company and the shareholders, fully performed the supervisory and guidance duties in the aspects of financial

condition, shareholder dividend policy, storage of the raised fund and use condition and expressed a clear opinion

that no violation of laws and regulations in the said aspects has been found.

VI. Description of the Company over the conditions of no guarantee of independence and independent

operating capacity in the aspects of business, personnel, asset, institution and finance with the controlling

shareholder

During the reporting period, the Company kept independent with the controlling shareholder in the aspects of

business, personnel, asset, institution and finance, without conditions that will affect the independent operation of

the Company.

VII. Evaluation mechanism over the senior management personnel during the reporting period and the

establishment and implementation of the incentive mechanism

In order to further establish and improve the evaluation and incentive mechanism for company’s senior

management personnel and perfect the company governance structure, the company established the Remuneration

and Evaluation Committee under the Board of Directors, responsible for developing the evaluation criteria for

senior management personnel, organizing the evaluation, making and reviewing the remuneration policy and plan

for them.

Based on their respective responsibilities, risks and business performance, the Company’s senior management

personnel are evaluated comprehensively by both evaluation of key performance indicators and democratic

evaluation. Their annual performance award is determined based on the evaluation and will be executed upon the

review and approval by the Board of Directors. Besides, the execution of the annual pay to senior management

personnel must be reported to the Remuneration and Evaluation Committee under the Board of Directors for review

regularly.

VIII. Whether the disclosed of internal control self-assessment report


At the 33rd meeting, the seventh Board of Directors of the Company reviewed and adopted the Internal

2015 Annual Report

Control Appraisal Report of 2015, see Shanghai Stock Exchange's website on April 12, 2016 for details,

http://www.sse.com.cn.

Description on internal control during the reporting period of existed significant defect


IX. Description of related to the disclosed internal control audit report

Whether the disclosed internal control audit report: Yes

http://www.sse.com.cn/

2015 Annual Report

Section IX Conditions of corporation bonds


I. Basic conditions of corporation bondsUnit: 100 million Yuan Currency: CNY

Name of the bonds Abbreviation Code Issuing date Ending date Bonds balance Interest rate Mode of

debt serviceTransaction

placeGD Power Development Co., Ltd.Corporate bonds in 2012 (Phase I) 12GD 01 122151 June 15, 2012 June 15, 2017 30 4.35% Interest per

annumShanghai Stock Exchange

GD Power Development Co., Ltd.Corporate bonds in 2012 (Phase I) 12 GD 02 122152 June 15, 2012 June 15, 2019 10 4.75% Interest per


GD Power Development Co., Ltd.Corporate bonds in 2012 (Phase II) 12 GD 03 122165 July 23, 2012 July 23, 2015 33 4.22% Interest per


GD Power Development Co., Ltd.Corporate bonds in 2012 (Phase II) 12 GD 04 122166 July 23, 2012 July 23, 2017 7 4.35% Interest per


GD Power Development Co., Ltd.Corporate bonds in 2014 (Phase I) 14 GD 01 122324 September 15, 2014 September 15, 2017 15 5.1% Interest per


GD Power Development Co., Ltd.Corporate bonds in 2014 (Phase II) 14 GD 03 122493 October 16, 2015 October 16, 2020 15 3.87% Interest per


II. Contact information of corporation bonds trustee manager and rating organization12GD01, 12GD02, 12GD03, 12GD04 14GD01, 14GD03

Bonds trustee manager

Name China Merchants Securities Co., Ltd. Huatai United Securities Co., Ltd.

Office address Floor 7, Financial Street Centre, No. A9, Financial Street, Xicheng District, Beijing

Floor 6, FengMing International Building, No 22, Fengsheng Alley, Xicheng District, Beijing

Contact person Liu Tong Zhang TingtingTel. 010-57601911 010-56839300

Rating organizationName Dagong Global Credit Rating Co., Ltd. Dagong Global Credit Rating Co., Ltd.

Office address Floor 29, Tower A, Pengrun Building, No. 26, Xiaoyun Road, Chaoyang District, Beijing

Floor 29, Tower A, Pengrun Building, No. 26, Xiaoyun Road, Chaoyang District, Beijing

2015 Annual Report

III. Use condition of funds raised by the corporation bonds

The corporation bonds issued and the capital raised by the Company, deducting the expense for issuance and

other relevant expenses, are used to supplement the Company’s circulating fund and meet its business development

requirement.

IV. Conditions of credit rating agencies for corporation bonds

The Company employed Dagong Global Credit Rating Co., Ltd. to rate 12GD01, 12GD02, 12GD03, 12GD04,

14GD01 and 14GD03. According to the Credit Rating Report issued by Dagong Global on the aforesaid bonds,

their corporate credit ratings are AAA; the rating outlook is stable; the facility ratings are AAA.

V. Credit enhancement mechanism for corporation bonds, repayment plan and other relevant information

during the report period

The Company will perform the obligation of annual payment of interest and repayment of due capital with

interest on time for each issue of subordinated bonds. The Company has a good debt-paying ability. Its sinking

funds mainly come from the Company’s daily accumulative profits and the cash flows arising from its operating

activities. Its income scale and profit accumulation guarantee its ability of repaying the due capital with interest on

time to a great extent.

VI. Bondholders’ meeting

From the issue date of corporation bonds to the disclosure date of the report, the Company does not have any

event within the competence of the bondholders’ meeting. Thus, the bond custodians have not convened any

meeting of bondholders.

VII. Executing conditions of corporation bonds trustee

During the reporting period, the bond custodians of each issue of corporation bonds perform relevant

responsibilities in accordance with the Agreement on Bond Custody Management.

VIII. Main accounting data and financial indicators of the latest two years at the end of the report period


Main indicators The year of 2015 The year of 2014

Increase/decrease (%) of

this report period over the

same period of the last year

Earnings Before Interest, Tax,

Depreciation and Amortization

(EBITDA)

25,520,464,202.61 28,050,138,173.16 -9.02

Net cash flow from investment -18,639,290,621.55 -18,532,299,726.91 -0.58

2015 Annual Report

activities

Net cash flow from financing

activities-4,562,303,438.43 -4,485,610,209.12 -1.71

Ending balance of cash and cash

equivalents3,440,868,458.98 2,348,934,025.58 46.49

Current ratio 0.17 0.19 -10.53

Quick ratio 0.15 0.16 -6.25

Asset-liability ratio 72.21% 73.29% Decreased by 1.08%

Total debt ratio of EBITDA 0.14 0.16 -12.5

Time interest earned ratio 1.96 2.02 -2.97

Cash interest earned ratio 4.37 3.77 15.92

Time interest earned ratio of

EBITDA3.2 3.06 4.58

Loan repayment rate 100% 100% /

Interest coverage 100% 100% /

IX. Interest payment and repayment of other bonds and debt financing instruments

In addition to corporation bonds, the Company has other debt financing instruments such as SCP, MTN and

PPN. For all debt financing instruments, the capital and interest are repaid as scheduled without any overdue

payment.

X. Bank credit during the report period

The Company has good credit status and maintains the long-term cooperative relationship with major banks in

China. By the end of the report period, the Company has obtained the credit amounted to CNY312.8 billion from

main lending banks such as the Bank of China, China Construction Bank, Agricultural Bank of China and Industrial

and Commercial Bank of China. The credit line unused amounts to CNY232.1 billion.

XI. Execution of relevant provision or undertakings in the prospectus of corporation bonds during the

report period

Not applicable

XII. Significant matters of the Company and influences on the Company’s business condition and debt-

paying ability

None

2015 Annual Report

Section X Financial Reports

I. Audit report


R. H. S. Z. [2016] No. 01470049

To all shareholders of GD Power Development Co., Ltd.:

We have audited the attached financial statements of GD Power Development Co., Ltd. (hereinafter referred to as

“your company”), including consolidated balance sheet and the balance sheet of the Company as of December 31,

2015 as well as consolidated and the Company’s statement of profit, the consolidated and the Company’s statement

of cash flow, the consolidated and the Company’s statement of change in equities as well as notes to the financial

statements of 2015.

I. Responsibilities of management level about financial statements

It is the responsibility of the management of your company to prepare the financial statements. Such responsibility

includes: (1) to prepare the financial statements in accordance with the Accounting Standard for Business

Enterprises and to make fair presentation; (2) to design, implement and maintain the inner control that is relevant to

the preparation of these financial statements so as to make the financial statements be free of material misstatement

which are caused by fraud and mistake.

II. Responsibilities of certified public accountant

Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our

auditing in accordance with the Auditing Standards for CPAs of China, which requires us to observe occupational

morality and to plan and conduct our auditing to obtain reasonable assurance on whether the financial statements

are free of material misstatement or not.

Our audit involves auditing implement procedure to obtain auditing evidence of amounts and disclosures of the

relevant financial statements. The selection of auditing procedure depends on CPA’s judgment, including risk

evaluation of material misstatement that caused by fraud and mistake. When conducting risk evaluation, we have

the inner control which is relevant to the preparation of these financial statements into consideration in order to

design appropriate auditing procedure, while the purpose is not to express opinion on the effectiveness of inner

control. Our audit also includes making evaluation of the appropriacy of accounting policy selected by and

reasonability of accounting evaluation made by the Company’s management as well as general report of evaluation

of financial statements.

We believe that we have obtained sufficient and appropriate evidence which provides a good base for our auditing

opinions.

III. Audit opinion

2015 Annual Report

In our opinion, the financial statements of your company are prepared in compliance with the Accounting Standard

for Business Enterprises and fairly present in all material respects the consolidated ad the Company financial

position of GD Power Development Co., Ltd. as at December 31, 2015 and the consolidated and the Company’s

results of operations and cash flows for the year then ended.

Ruihua Certified Public Accountants

(special general partnership)

China certified public accountant: Zhang Dazhi

Beijing China China certified public accountant: Li Min

April 8, 2016

2015 Annual Report

II. Financial statementsConsolidated Balance Sheet

December 31, 2015Made by GD Power Development Co., Ltd. Unit: Yuan Currency: CNY

Item Explanatory Note Ending Balance Beginning balanceCurrent assets:

Monetary funds VII.1 3,440,868,458.98 2,348,934,025.58Settlement reservesLending fundsFinancial assets included in current profit

and loss and measured by fair valueDerivative financial assetsBills receivable VII.4 772,704,146.27 534,936,264.60Accounts receivable VII.5 5,304,816,816.73 7,683,206,403.62Prepayments VII.6 299,449,230.17 432,449,549.22Premiums receivableReinsurance accounts receivableProvision of cession receivableInterest receivableDividends receivable VII.8 789,803,207.56 815,235,224.31Other receivable VII.9 756,875,564.27 592,214,047.49Buying back the sale of financial assetsInventory VII.10 1,817,831,417.50 2,387,172,832.53Divided into available-for-sale assetsNon-current assets matured within a year VII.12 12,187,500.00Other current assets VII.13 1,618,482,660.21 2,205,093,884.95

Total current assets 14,813,019,001.69 16,999,242,232.30Non-current assets:

Issuing of entrusted loans and advancesAvailable-for-sale financial assets VII.14 2,107,487,321.82 1,928,089,137.09Held-to-maturity investmentLong-term receivables VII.16 160,431,566.50Long-term equity investment VII.17 16,024,549,694.78 15,929,571,856.24Investment Real Estate VII.18 1,512,755.48 1,643,793.92Fixed assets VII.19 163,705,961,914.18 144,073,139,628.23Construction in Progress VII.20 42,516,692,435.41 55,047,270,479.83Engineer material VII.21 4,500,380,394.23 6,315,317,199.16Disposal of fixed assetsProductive biological assetsOil-and-gas assetsIntangible assets VII.25 2,377,678,994.68 2,506,181,008.79Development costsGoodwill VII.27 433,230,778.77 433,230,778.77Long-term deferred expenses VII.28 37,305,220.10 23,399,409.89Deferred income tax assets VII.29 697,152,887.10 749,302,301.34Other non-current assets VII.30 2,809,407,983.14 2,352,614,013.49

Total non-current assets 235,371,791,946.19 229,359,759,606.75Total assets 250,184,810,947.88 246,359,001,839.05

Current Liabilities:Short-term loans VII.31 26,430,636,981.86 24,745,539,519.64Borrowings from central bank

2015 Annual Report

Deposits from customers and interbankBorrowing fundsFinancial liabilities included in current profit

and loss and measured by fair valueDerivative financial liabilitiesBills payable VII.34 4,099,076,412.45 5,547,805,384.09Accounts payable VII.35 11,345,909,241.87 14,081,920,641.10Advance receipts VII.36 188,501,761.57 174,486,598.85Financial assets sold for repurchaseHandling charges and commissions payableEmployee pay payable VII.37 227,062,663.35 191,166,405.56Taxation payable VII.38 907,366,148.86 893,004,207.09Interest payable VII.39 840,717,690.97 1,185,615,607.06Dividends payable VII.40 1,830,614,937.31 1,409,799,085.86Other payable VII.41 5,081,124,156.88 5,065,063,132.74Dividend payable for reinsuranceProvisions for insurance contractsActing trading securitiesActing underwriting securitiesDivided into available-for-sale liabilitiesNoncurrent Liabilities matured within a year VII.43 10,616,947,499.44 15,729,537,095.13Other current liabilities VII.44 26,600,000,000.00 21,200,000,000.00

Total current liabilities 88,167,957,494.56 90,223,937,677.12Noncurrent Liabilities:

Long-term borrowing VII.45 75,312,130,281.71 70,894,655,259.66Bonds payable VII.46 7,669,283,663.95 7,970,113,625.73Including: Preferred share Perpetual capital securitiesLong-term accounts payable VII.47 7,652,912,650.61 5,642,392,102.02Long-term employment pay payableSpecial accounts payable VII.49 19,198,383.29 13,544,633.98Estimated liabilitiesDeferred income VII.51 1,808,747,141.95 1,783,106,033.90Deferred income tax liabilities 30,463,917.12 33,566,893.90Other noncurrent liabilities VII.52 201,968.25 4,005,283,094.54

Total noncurrent liabilities 92,492,938,006.88 90,342,661,643.73Total liabilities 180,660,895,501.44 180,566,599,320.85

Owner’s equity:Capital stock VII.53 19,650,397,845.00 18,822,875,948.00Other equity instruments VII.54 2,674,949,500.00 2,674,949,500.00Including: Preferred share Perpetual capital securities 2,674,949,500.00 2,674,949,500.00Capital reserve VII.55 6,405,703,542.92 5,411,821,205.81Minus: treasury stocksOther comprehensive income VII.57 1,029,840,702.53 886,453,449.25Special reserve VII.58 16,586,060.40 8,735,118.81Surplus reserves VII.59 3,692,486,601.85 3,220,786,361.59General Risk PreparationUndistributed profits VII.60 16,913,749,792.14 16,128,150,514.78

Total Owner’s equity attributable to the parent 50,383,714,044.84 47,153,772,098.24

2015 Annual Report

companyMinority equity 19,140,201,401.60 18,638,630,419.96

Total Owner’s equity 69,523,915,446.44 65,792,402,518.20Total Liability and Owner’s equity 250,184,810,947.88 246,359,001,839.05

Legal representative: Chen Feihu Accountant in charge: Jiang Hongyuan Accounting agencies: Sun Desheng

2015 Annual Report

Balance Sheet of Parent Company December 31, 2015

Made by GD Power Development Co., Ltd. Unit: Yuan Currency: CNYItem Explanatory Note Ending Balance Beginning balance

Current assets:Monetary funds 322,668,318.29 249,087,104.55Financial assets calculated by fair value measurement and change included in current profit and lossDerived financial assetsBills receivable 21,894,170.00 17,110,000.00Accounts receivable XVII.1 577,000,210.62 664,931,814.46Prepayments 26,843,046.40 43,772,865.83Interest receivableDividends receivable 1,892,504,151.73 2,014,266,532.90Other amounts receivable XVII.2 18,576,764,770.88 20,825,138,381.43Inventory 71,302,796.44 109,970,387.52Divided into available for sale assetsNon-current assets matured within a yearOther current assets 406,538,809.45 411,528,305.75

Total current assets 21,895,516,273.81 24,335,805,392.44Non-current assets:Available-for-sale financial assets 841,148,686.28 727,634,215.55Held-to-maturity investmentLong-term debt investmentLong-term receivables XVII.3 55,698,175,483.48 54,590,352,957.68Investment Real EstateFixed assets 6,640,023,519.50 6,854,453,124.74Construction in Progress 1,382,427,096.40 1,350,396,413.69Engineer material 41,131,458.66 41,384,780.85Disposal of fixed assetsProductive biological assetsOil-and-gas assetsIntangible assets 155,363,298.08 159,755,935.71Development costsGoodwillLong-term deferred expensesDeferred income tax assets 36,371,286.34 36,371,286.34Other non-current assets

Total non-current assets 64,794,640,828.74 63,760,348,714.56Total assets 86,690,157,102.55 88,096,154,107.00

Current Liabilities:Short-term loans 7,200,000,000.00 4,160,000,000.00Financial assets calculated by fair value measurement and change included in current profit and lossDerived financial liabilitiesBills payable 185,238,966.00Accounts payable 535,229,576.81 739,384,155.20Advance receipts 3,128,413.10 2,082,646.40Employee pay payable 22,665,137.46 11,346,041.41

2015 Annual Report

Taxation payable 44,497,533.70 70,905,849.35Interest payable 546,462,840.69 821,050,625.48Dividends payable 90,859,405.77 90,754,437.57Other accounts payable 320,630,497.84 1,571,282,339.16Divided into available for sale liabilitiesNoncurrent Liabilities matured within a year 2,000,000,000.00 6,297,294,968.88

Other current liabilities 20,100,000,000.00 19,600,000,000.00Total current liabilities 30,863,473,405.37 33,549,340,029.45

Noncurrent Liabilities:Long-term borrowingBonds payable 7,669,283,663.95 7,970,113,625.73Including: preferred shares

Perpetual capital securitiesLong-term accounts payable 25,263,093.20 12,235,647.45Long-term payroll payablesSpecial accounts payable 3,615.00Estimated liabilitiesDeferred income 234,750,402.46 242,218,564.07Deferred income tax liabilitiesOther noncurrent liabilities 2,000,000,000.00

Total noncurrent liabilities 7,929,297,159.61 10,224,571,452.25Total liabilities 38,792,770,564.98 43,773,911,481.70

Owner’s equity:Capital stock 19,650,397,845.00 18,822,875,948.00Other equity instrument 2,674,949,500.00 2,674,949,500.00Including: preferred shares

Perpetual capital securities 2,674,949,500.00 2,674,949,500.00Capital reserve 10,218,359,496.34 9,224,917,460.22Minus: treasury stocksOther comprehensive income 1,029,840,702.53 886,453,449.25Special reserveSurplus reserves 3,369,626,165.29 2,897,925,925.03Undistributed profits 10,954,212,828.41 9,815,120,342.80

Total Owner’s equity 47,897,386,537.57 44,322,242,625.30Total Liability and Owner’s equity 86,690,157,102.55 88,096,154,107.00


2015 Annual Report

Consolidated Profit Statement January—December 2015


Item Explanatory Note

Amount of the current period

Amount of prior period

** Expression is faulty **. Gross Operating income VII.61 54,582,558,772.62 61,793,207,004.73

Including: Operating income 54,582,558,772.62 61,793,207,004.73Interest incomeEarned PremiumIncome from handling charges and

commissions** Expression is faulty **. Gross operating cost VII.61 45,471,786,961.30 53,022,408,702.45

Including: Operating cost 37,654,130,128.34 44,392,322,567.35Interest expenditureExpenditure for handling charges and

commissionsSurrender ValueNet payments for insurance claimsNet provision for insurance contractsBond insurance expenseReinsurance costsBusiness taxes and surcharges VII.62 494,362,811.88 513,707,674.04Selling expense VII.63 38,353,722.40 47,728,530.24G&A expense VII.64 768,616,256.72 895,227,359.78Financial expense VII.65 5,906,414,537.08 6,716,554,518.47Assets impairment loss VII.66 609,909,504.88 456,868,052.57

Plus: Income from changes in fair value (using “-”to represent losses)

Investment income (using “-”to represent losses) VII.68 171,610,787.57 2,361,304,662.16

Including: Investment income of joint venture and cooperative enterprise -55,070,819.95 1,723,387,453.55

Income from currency exchange** Expression is faulty **. Operating profit (using “-”to represent losses) 9,282,382,598.89 11,132,102,964.44

Plus: Non-Operating income VII.69 563,494,272.15 640,355,091.42Including: profits on disposal of non-current

assets 92,326,425.26 22,808,080.32

Minus: Non-operating expenditure VII.70 88,210,862.20 104,585,322.30Including: Loss on disposal of non-current assets 12,468,426.59 43,854,543.52** Expression is faulty **. Total profit (using “-”to represent Total losses) 9,757,666,008.84 11,667,872,733.56

Minus: Income taxes VII.71 2,610,422,234.34 2,552,842,765.83** Expression is faulty **. Net profit (using “-”to represent Net losses) 7,147,243,774.50 9,115,029,967.73

Net profit belong to the parent company Owner 4,363,509,194.37 6,074,634,737.94Minority profit and loss 2,783,734,580.13 3,040,395,229.79** Expression is faulty **. Net amount after tax of other comprehensive income VII.72 143,387,253.28 -11,530,355.70

Net amount after tax of other comprehensive income attributable to the parent company owner 143,387,253.28 -11,530,355.70

2015 Annual Report

(1) Other comprehensive income cannot be re-classed to profit and loss1) Change of recalculate set benefit plan net

liability or net asset2) Share of invested company cannot be re-

classed to profit and loss of other comprehensive income under equity law

(2) Other comprehensive income will be re-classed to profit and loss 143,387,253.28 -11,530,355.70

1) Share of invested company will be re-classed to profit and loss of other comprehensive income under equity law

39,229,782.55 4,117,715.02

2) Changes in fair value recognized in profit and loss of available-for-sell financial assets

104,157,470.73 -15,648,070.72

3) Held-to-maturity investment re-classed to available to sell financial assets profit and loss

4) Valid part of profit and loss of cash-flow hedge

5) Translation balance of foreign currency financial statement

6) OtherNet amount after tax of other comprehensive income attributable to minority shareholder** Expression is faulty **. Total comprehensive income 7,290,631,027.78 9,103,499,612.03

Total comprehensive income attributable to the parent company Owner 4,506,896,447.65 6,063,104,382.24

Total comprehensive income attributable to minority shareholder 2,783,734,580.13 3,040,395,229.79

** Expression is faulty **. Earnings per share:(1) Basic earnings per share 0.215 0.348(2) Diluted earnings per share 0.215 0.339

For enterprise combination under same control happen in current period, combined party realized net profit before combination is CNY0.00, combined party realized net profit in prior period is CNY86,889.95.


2015 Annual Report

Profit Statement of Parent CompanyJanuary—December 2015


Item Explanatory Note


Amount of prior period

** Expression is faulty **. Operating income XVII.4 3,549,552,817.64 4,005,349,415.47Minus: Operating cost XVII.4 2,963,808,870.14 3,368,445,357.97

Business taxes and surcharges 40,346,246.94 29,966,117.08Selling expenseG&A expense 152,981,011.14 140,669,665.79Financial expense 830,678,899.99 1,314,669,814.99Assets impairment loss 22,227,366.97 1,731,274.52

Plus: Income from changes in fair value (using “-”to represent losses)Investment income (using “-”to represent losses) XVII.5 4,982,450,212.79 7,156,877,142.88Including: Investment income of joint venture and cooperative enterprise -166,879,729.21 1,599,457,991.68

** Expression is faulty **. Operating profit (using “-”to represent losses) 4,521,960,635.25 6,306,744,328.00

Plus: Non-Operating income 205,954,674.49 16,739,665.35Including: Profit on disposal of non-current assets 1,669,223.52 1,515,738.40

Minus: Non-operating expenditure 11,288,486.56 10,899,465.13Including: Loss on disposal of non-current assets 6,086,131.62 7,905,254.16** Expression is faulty **. Total profit (using “-”to represent Total losses) 4,716,626,823.18 6,312,584,528.22

Minus: Income tax -375,579.44 4,984,082.34** Expression is faulty **. Net profit (using “-”to represent Net losses) 4,717,002,402.62 6,307,600,445.88

V. Net amount after tax of other comprehensive income 143,387,253.28 -11,530,355.70

(1) Other comprehensive income cannot be re-classed to profit and loss1) Change of recalculate set benefit plan net

liability or net asset2) Share of invested company cannot be re-

classed to profit and loss of other comprehensive income under equity law

(2) Other comprehensive income will be re-classed to profit and loss 143,387,253.28 -11,530,355.70

1) Share of invested company will be re-classed to profit and loss of other comprehensive income under equity law

39,229,782.55 4,117,715.02

2) Changes in fair value recognized in profit and loss of available-for-sell financial assets 104,157,470.73 -15,648,070.72

3) Held-to-maturity investment re-classed to available to sell financial assets profit and loss

4) Valid part of profit and loss of cash-flow hedge

5) Translation balance of foreign currency financial statement

6) Other** Expression is faulty **. Total comprehensive 4,860,389,655.90 6,296,070,090.18

2015 Annual Report

income** Expression is faulty **II. Earnings per share

(1) Basic earnings per share (CNY/ share)(2) Diluted earnings per share (CNY/ share)

Legal representative: Chen Feihu Accountant in charge: Jiang Hongyuan Accounting agencies: Sun Deshen

2015 Annual ReportConsolidated Cash Flow Statement

January—December 2015Unit: Yuan Currency: CNY

Item Explanatory Note Amount of the current period Amount of prior periodI. Cash flow from operating activitiesCash received from sale of goods or rendering of services 62,129,606,483.77 71,234,396,462.45Net increase in customer’s deposit and deposit taking of interbankNet increase in borrowing from the central bankNet increase in borrowing funds from other financial institutionCash received from receiving insurance premium of original insurance contractNet cash received from reinsurance businessNet increase in policy holder deposits and investment fundNet increase in disposal of financial assets calculated by fair value and its change including in current profit and lossCash received from receiving interests, handling charges and commissionsNet increase in borrowing fundsNet increase in buy-back business capitalRefund of taxes and fees 167,890,178.95 217,271,940.48Other cash received relating to operating activities VII.73 1,186,199,249.09 1,016,648,632.08Sub-total of cash inflows from operating activities 63,483,695,911.81 72,468,317,035.01Cash paid for goods and services 25,071,968,674.78 35,841,324,544.70Net increase in customer loans and advancesNet increase in deposits with central bank and other financial institutionCash paid for indemnity of original insurance contractCash paid for interests, handling charges and commissionsCash paid for policy dividendsCash paid to and on behalf of employees 4,296,666,897.46 4,160,606,005.99Taxes and fees paid 7,965,989,482.92 8,092,548,139.56Other cash paid relating to operating activities VII.73 1,855,759,554.50 1,575,338,585.86Sub-total of cash outflows from operating activities 39,190,384,609.66 49,669,817,276.11Net cash flows from operating activities 24,293,311,302.15 22,798,499,758.90II. Cash flow from investing activitiesCash received from divestment 456,900,000.00 2,852,649,166.66Cash received from return on investment 974,478,005.41 1,080,212,191.87Net cash received from disposal of fixed assets, intangible assets and other long- term assets 524,860,969.69 132,439,033.23

2015 Annual ReportNet cash received from disposal of subsidiaries and other business units 226,691,585.29 2,668,591,210.23Other cash receipts relating to investing activities VII.73 681,122,954.99 322,267,464.39Sub-total of cash inflows from investing activities 2,864,053,515.38 7,056,159,066.38Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 20,665,167,479.93 23,963,979,607.70

Cash paid for acquisition of investments 838,176,657.00 1,606,264,880.00Net increase in pledge loansNet cash paid for acquisition of subsidiaries and other business unitsOther cash payments relating to investing activities VII.73 18,214,305.59Sub-total of cash outflows from investing activities 21,503,344,136.93 25,588,458,793.29Net cash flows from investing activities -18,639,290,621.55 -18,532,299,726.91III. Cash flow from financing activitiesCash received by investors 632,905,876.47 2,513,412,662.53Including: Cash received from minority shareholder investment by subsidiary 632,905,876.47 828,463,162.53Cash received from borrowings 116,966,782,228.22 102,680,829,688.56Cash received from bond issue 1,500,000,000.00Other cash receipts relating to financing activities VII.73 2,305,577,915.65 2,182,951,258.80Sub-total of cash inflows from financing activities 119,905,266,020.34 108,877,193,609.89Cash paid for debt 109,561,906,391.74 98,289,625,353.00Cash paid for distribution of dividends, profits and for interest expenses 13,880,995,960.41 14,089,582,291.29Including: Dividend and profit paid to minority shareholders by subsidiary 2,779,660,489.96 2,631,172,503.23Other cash payments relating to financing activities VII.73 1,024,667,106.62 983,596,174.72Sub-total of cash outflows from financing activities 124,467,569,458.77 113,362,803,819.01Net cash flows from financing activities -4,562,303,438.43 -4,485,610,209.12IV. Foreign exchange rate fluctuation consequences on cash and cash equivalents 217,191.23 1,207,174.33

V. Net increase in cash and cash equivalents 1,091,934,433.40 -218,203,002.80Plus: Beginning balance of cash and cash equivalents 2,348,934,025.58 2,567,137,028.38** Expression is faulty **. Ending balance of cash and cash equivalents 3,440,868,458.98 2,348,934,025.58Legal representative: Chen Feihu Accountant in charge: Jiang Hongyuan Accounting agencies: Sun Desheng

2015 Annual ReportCash Flow Statement of Parent Company


Item Explanatory Note Amount of the current period Amount of prior periodI. Cash flow from operating activitiesCash received from sale of goods or rendering of services 4,249,129,275.46 4,680,474,871.68Refund of taxes and fees 11,101,946.64 5,437,957.88Other cash received relating to operating activities 364,564,633.94 1,574,604,166.09Sub-total of cash inflows from operating activities 4,624,795,856.04 6,260,516,995.65Cash paid for goods and services 2,091,400,289.77 2,802,407,167.55Cash paid to and on behalf of employees 788,604,835.33 804,626,185.50Taxes and fees paid 434,694,581.03 344,766,742.18Other cash paid relating to operating activities 966,670,185.69 1,367,712,938.93Sub-total of cash outflows from operating activities 4,281,369,891.82 5,319,513,034.16Net cash flows from operating activities 343,425,964.22 941,003,961.49II. Cash flow from investing activitiesCash received from divestment 797,454,133.00 672,500,000.00Cash received from return on investment 6,101,393,338.69 6,225,959,144.25Net cash received from disposal of fixed assets, intangible assets and other long- term assets 1,614,190.00 1,078,821.10

Net cash received from disposal of subsidiaries and other business units 153,539,100.00Other cash receipts relating to investing activities 4,888,506,457.36 3,712,210,846.35Sub-total of cash inflows from investing activities 11,788,968,119.05 10,765,287,911.70Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 550,612,351.79 742,515,529.46

Cash paid for acquisition of investments 2,749,840,557.00 3,876,006,439.54Net cash paid for acquisition of subsidiaries and other business unitsOther cash payments relating to investing activities 3,218,820,362.96 4,709,482,292.78Sub-total of cash outflows from investing activities 6,519,273,271.75 9,328,004,261.78Net cash flows from investing activities 5,269,694,847.30 1,437,283,649.92III. Cash flow from financing activitiesCash received by absorbing investments 1,684,949,500.00Cash received by borrowings 42,958,403,402.51 34,905,473,446.44Cash received by issue bonds 1,500,000,000.00Other cash receipts relating to financing activities 41,223.99 1,270,912.89

2015 Annual ReportSub-total of cash inflows from financing activities 42,958,444,626.50 38,091,693,859.33Cash paid for debt 44,225,903,402.51 36,867,230,000.00Cash paid for distribution of dividends, profits and for interest expenses 4,164,094,938.96 3,686,201,992.48Other cash payments relating to financing activities 107,985,882.81 52,538,196.02Sub-total of cash outflows from financing activities 48,497,984,224.28 40,605,970,188.50Net cash flows from financing activities -5,539,539,597.78 -2,514,276,329.17IV. Foreign exchange rate fluctuation consequences on cash and cash equivalents 41,840.50

V. Net increase in cash and cash equivalents 73,581,213.74 -135,946,877.26Plus: Beginning balance of cash and cash equivalents 249,087,104.55 385,033,981.81** Expression is faulty **. Ending balance of cash and cash equivalents 322,668,318.29 249,087,104.55


2015 Annual ReportConsolidated statements of changes in the owner's equities


Item


Owner’s equity attributable to the parent company

Minority equity

Total Owner’s equity

Capital stockOther equity instrument

Capital reserveMinus: treasury stocks

Other comprehensive

income

Special reserve Surplus reserves

General Risk

Preparation

Undistributed profitsPreferred

sharesPerpetual capital

securities Other

I. Ending balance of last year 18,822,875,948.00 2,674,949,500.00 5,411,821,205.81 886,453,449.25 8,735,118.81 3,220,786,361.59 16,128,150,514.78 18,638,630,419.96 65,792,402,518.20

Plus: Accounting policy changesCorrecting earlier errorsBusiness merger under same controlOtherII. Beginning balance of this year 18,822,875,948.00 2,674,949,500.00 5,411,821,205.81 886,453,449.25 8,735,118.81 3,220,786,361.59 16,128,150,514.78 18,638,630,419.96 65,792,402,518.20

III. Increases and decreases of this year (using “-”to represent decreases)

827,521,897.00 993,882,337.11 143,387,253.28 7,850,941.59 471,700,240.26 785,599,277.36 501,570,981.64 3,731,512,928.24

1. Total comprehensive income 143,387,253.28 4,363,509,194.37 2,783,734,580.13 7,290,631,027.78

2. The capital invested or reduction by the owners 827,521,897.00 993,882,337.11 805,837,081.82 2,627,241,315.93

(a) Ordinary share invested by the shareholders

827,521,897.00 993,882,337.11 942,037,067.50 2,763,441,301.61

(b) Capital invested by owners of other equity instrument(c) Amount of share-based payment recorded in owner's equities(d) Other -136,199,985.68 -136,199,985.683. Profit distribution 471,700,240.26 -3,577,909,917.01 -3,088,791,680.99 -6,195,001,357.74(a) withdraw surplus reserves 471,700,240.26 -471,700,240.26

(b) Allotment of ordinary risk reserves(c) Profit distribution to the owner (or shareholder) -3,106,209,676.75 -3,088,791,680.99 -6,195,001,357.74

(d) Other4. Inner carryover of owner's equities(a) Capital reserve convert into capital (or capital stock)(b) Surplus reserves convert into capital (or

2015 Annual Reportcapital stock)(c) Surplus reserves come to deficit(d) Others5. Special reserve 7,850,941.59 791,000.68 8,641,942.27(a) Withdraw of current period 17,526,277.64 6,573,065.45 24,099,343.09

(b) Using of current period 9,675,336.05 5,782,064.77 15,457,400.82

6. OtherIV. Ending balance of this year 19,650,397,845.00 2,674,949,500.00 6,405,703,542.92 1,029,840,702.53 16,586,060.40 3,692,486,601.85 16,913,749,792.14 19,140,201,401.60 69,523,915,446.44

Item

The amount at the same period of the last yearOwner’s equity attributable to the parent company

Minority equity Total Owner’s equityCapital stock

Other equity instrumentCapital reserve

Minus: treasury stocks

Other comprehensive

incomeSpecial reserve Surplus reserves General Risk

Preparation Undistributed profitsPreferred shares

Perpetual capital securities other

I. Ending balance of last year 17,229,916,618.00 990,000,000.00 3,626,239,488.73 897,983,804.95 1,002,341.43 2,590,026,317.00 12,990,171,913.63 20,414,145,863.25 58,739,486,346.99

Plus: Accounting policy changesCorrecting earlier errorsBusiness merger under same controlOtherII. Beginning balance of this year 17,229,916,618.00 990,000,000.00 3,626,239,488.73 897,983,804.95 1,002,341.43 2,590,026,317.00 12,990,171,913.63 20,414,145,863.25 58,739,486,346.99

III. Increases and decreases of this year (using “-”to represent decreases)

1,592,959,330.00 1,684,949,500.00 1,785,581,717.08 -11,530,355.70 7,732,777.38 630,760,044.59 3,137,978,601.15 -1,775,515,443.29 7,052,916,171.21

1. total comprehensive income -11,530,355.70 6,074,634,737.94 3,040,395,229.79 9,103,499,612.03

2. The capital invested or reduction by the owners

1,592,959,330.00 1,684,949,500.00 1,785,581,717.08 -1,597,047,542.10 3,466,443,004.98

(a) Ordinary share invested by the shareholders

1,592,959,330.00 1,819,239,943.94 1,455,331,971.50 4,867,531,245.44

(b) Capital invested by owners of other equity instrument

1,684,949,500.00 1,684,949,500.00

(c) Amount of share-based payment recorded in owner's equities(d) Other -33,658,226.86 -3,052,379,513.60 -3,086,037,740.46

2015 Annual Report3. Profit distribution 630,760,044.59 -2,936,656,136.79 -3,219,799,428.56 -5,525,695,520.76(a) withdraw surplus reserves 630,760,044.59 -630,760,044.59

(b) Allotment of ordinary risk reserves(c) Profit distribution to the owner (or shareholder)

-2,305,896,092.20 -3,219,799,428.56 -5,525,695,520.76

(d) Other4. Inner carryover of owner's equities(a) Capital reserve convert into capital (or capital stock)(b) Surplus reserves convert into capital (or capital stock)(c) Surplus reserves come to deficit(d) Others5. Special reserve 7,732,777.38 936,297.58 8,669,074.96(a) Withdraw of current period 14,295,209.71 7,075,932.85 21,371,142.56

(b) Using of current period 6,562,432.33 6,139,635.27 12,702,067.60

6. OtherIV. Ending balance of this year 18,822,875,948.00 2,674,949,500.00 5,411,821,205.81 886,453,449.25 8,735,118.81 3,220,786,361.59 16,128,150,514.78 18,638,630,419.96 65,792,402,518.20


2015 Annual ReportStatements of changes in the owner's equities of Parent Company


Item


Capital stockOther equity instrument


Other comprehensive

income

Special reserve Surplus reserves Undistributed

profitsTotal Owner’s

equityPreferred shares


I. Ending balance of last year 18,822,875,948.00 2,674,949,500.00 9,224,917,460.22 886,453,449.25 2,897,925,925.03 9,815,120,342.80 44,322,242,625.30Plus: Accounting policy changesCorrecting earlier errorsOtherII. Beginning balance of this year 18,822,875,948.00 2,674,949,500.00 9,224,917,460.22 886,453,449.25 2,897,925,925.03 9,815,120,342.80 44,322,242,625.30III. Increases and decreases of this year (using “-”to represent decreases) 827,521,897.00 993,442,036.12 143,387,253.28 471,700,240.26 1,139,092,485.61 3,575,143,912.27

1. Total comprehensive income 143,387,253.28 4,717,002,402.62 4,860,389,655.902. The capital invested or reduction by the owners 827,521,897.00 993,442,036.12 1,820,963,933.12(a) Ordinary share invested by the shareholders 827,521,897.00 993,442,036.12 1,820,963,933.12(b) Capital invested by other equity instrument owners(c) Amount of share-based payment recorded in owner's equities(d) Other3. Profit distribution 471,700,240.26 -3,577,909,917.01 -3,106,209,676.75(a) withdraw surplus reserves 471,700,240.26 -471,700,240.26(b) Profit distribution to the owner (or shareholder) -3,106,209,676.75 -3,106,209,676.75

(c) Other4. Inner carryover of owner's equities(a) Capital reserve convert into capital (or capital stock)(b) Surplus reserves convert into capital (or capital stock)(c) Surplus reserves come to deficit(d) Others5. Special reserve(a) Withdraw of current period(b) Using of current period6. OtherIV. Ending balance of this year 19,650,397,845.00 2,674,949,500.00 10,218,359,496.34 1,029,840,702.53 3,369,626,165.29 10,954,212,828.41 47,897,386,537.57

2015 Annual Report

Item

The amount at the same period of the last year

Capital stockOther equity instruments


Other comprehensive

income

Special reserve Surplus reserves Undistributed

profitsTotal Owner’s

equityPreferred shares


I. Ending balance of last year 17,229,916,618.00 990,000,000.00 7,405,677,516.28 897,983,804.95 2,267,165,880.44 6,444,176,033.71 35,234,919,853.38Plus: Accounting policy changesCorrecting earlier errorsOtherII. Beginning balance of this year 17,229,916,618.00 990,000,000.00 7,405,677,516.28 897,983,804.95 2,267,165,880.44 6,444,176,033.71 35,234,919,853.38III. Increases and decreases of this year (using “-”to represent decreases) 1,592,959,330.00 1,684,949,500.00 1,819,239,943.94 -11,530,355.70 630,760,044.59 3,370,944,309.09 9,087,322,771.92

1. Total comprehensive income -11,530,355.70 6,307,600,445.88 6,296,070,090.182. The capital invested or reduction by the owners 1,592,959,330.00 1,684,949,500.00 1,819,239,943.94 5,097,148,773.94(a) Ordinary shares invested by the shareholders 1,592,959,330.00 1,819,239,943.94 3,412,199,273.94(b) Capital invested by other equity instrument owners 1,684,949,500.00 1,684,949,500.00

(c) Amount of share-based payment recorded in owner's equities(d) Other3. Profit distribution 630,760,044.59 -2,936,656,136.79 -2,305,896,092.20(a) withdraw surplus reserves 630,760,044.59 -630,760,044.59(b) Profit distribution to the owner (or shareholder) -2,305,896,092.20 -2,305,896,092.20

(c) Other4. Inner carryover of owner's equities(a) Capital reserve convert into capital (or capital stock)(b) Surplus reserves convert into capital (or capital stock)(c) Surplus reserves come to deficit(d) Others5. Special reserve(a) Withdraw of current period(b) Using of current period6. OtherIV. Ending balance of this year 18,822,875,948.00 2,674,949,500.00 9,224,917,460.22 886,453,449.25 2,897,925,925.03 9,815,120,342.80 44,322,242,625.30


股份有限公司 - GD Power Development · Web viewIn 2015, the first 1000MW ultra-supercritical...

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