粤高速B：2020年年度报告（英文版）

Guangdong Provincial Expressway Development Co. Ltd.2020 Annual Report

March 2021

I. Important Notice Table of Contents and Definitions

The Board of Directors and the directors Supervisory Committee and supervisors and Senior Executives of the

Company hereby warrant that at the year there are no misstatement misleading representation or important

omissions in this report and shall assume joint and several liability for the authenticity accuracy and completeness

of the contents hereof.Mr.Zheng Renfa The Company leader Mr. Wang Chunhua General Manager Mr. Lu Ming Chief financial

officer and the Ms.Zhou Fang the person in charge of the accounting department (the person in charge of the

accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this annual

report.

All the directors attended the board meeting for reviewing the Annual Report.

The toll revenues of Expressway is main source of the major business income of the company The charge

standard of vehicle toll must be submitted to the same level people's government for review and approval after the

transport regulatory department of province autonomous region or municipality directly under the central

government in conjunction with the price regulatory department at the same level consented upon examination.Therefore the adjustment trend of the charge price and the charge price if has the corresponding adjustment in the

future price level when the cost of the company rises still depend on the approval of relevant national policies and

government departments and the company isn't able to make timely adjustment to the charge standard in

accordance with the its own operation cost or the change of market supply demand. So the change of charge

policy and the adjustment of charge standard also have influence on the expressways operated by the company to

some extent. So the charging policy changes and charges adjustment will affect the highways operation of the

company.The profit distribution proposal reviewed and approved by the boarding meeting was summarized as follows:

2090806126 for the base the Company would distribute cash dividend to all the shareholders at the rate of CNY

2.91 for every 10 shares (with tax inclusive) 0 bonus shares（including tax）and no reserve would be converted

into share capital.

Table of Contents

I.Important Notice Table of contents and Definitions

II. Basic Information of the Company and Financial index

III. Outline of Company Business

IV. Management’s Discussion and Analysis

V. Important Events

VI. Change of share capital and shareholding of Principal Shareholders

VII. Situation of the Preferred Shares

VIII. Information about convertible corporate bonds

IX. Information about Directors Supervisors and Senior Executives

X. Administrative structure

XI. Corporate Bond

XII. Financial Report

XIII. Documents available for inspection

Definition

Terms to be defined Refers to Definition

Reporting period This year Refers to January 1 2020 to December 31 2020

Reporting date Refers to

The annual report of the company was approved by the board of

directors on 2020 that is March 25 2021

YOY Refers to Compared with 2019

The Company /This Company Refers to Guangdong Provincial Expressway Development Co.Ltd.

Communication Group Refers to Guangdong Communication Group Co. Ltd.

Provincial Expressway Refers to Guangdong Provincial Freeway Co.Ltd.

Construction Company Refers to Guangdong Highway Construction Co. Ltd.

Technology Company/Guangdong

Expressway Technology

Refers to Guangdong Expressway Technology Investment Co. Ltd

Fokai Company Refers to Guangdong Fokai Expressway Co. Ltd.

Reconstruction and extension Project of

the South Section of Fokai Expressway

Refers to

Reconstruction and Expansion Project of Sanbao-Shuikou Section of

Fokai Expressway.

Guangfo Company Refers to Guangdong Guangfo Expressway Co. Ltd.Guangzhu Transportation1 Refers to

Guangzhou Guangzhu Transportation Investment Management Co.Ltd.Guangdong Expressway Capital Refers to Yuegao Capital Investment (Hengqin) Co. Ltd.Guangzhu East Company Refers to Jingzhu Expressway Guangzhu Section Co. Ltd.Guanghui Company Refers to Guangdong Guanghui Expressway Co. Ltd.Major assets restructuring Refers to

Guangdong Provincial Expressway Development Co. Ltd. acquired

21% equity of Guangdong Guanghui Expressway Co. Ltd. held by

Guangdong Provincial Expressway Co. Ltd. by paying cash in 2020

II. Basic Information of the Company and Financial index

1．Company Information

Stock abbreviation: Guangdong Expressway AB Stock code： 000429200429

Stock exchange for listing Shenzhen Stock Exchange

Name in Chinese 广东省高速公路发展股份有限公司

Chinese Abbreviation 粤高速

English name (If any) Guangdong Provincial Expressway Development Co.Ltd.

English Abbreviation (If any) GPED

Legal Representative Zheng Renfa

Registered address 85 Baiyun Road Guangzhou Guangdong Province

Postal code of the Registered

Address

510100

Office Address

45-46/F Litong Plaza No.32 Zhujiang East Road Zhujiang New City Tianhe Disrtict

Guangzhou

Postal code of the office address 510623

Internet Web Site www.gpedcl.com

E-mail ygs@gdcg.cn

2. Contact person and contact manner

Board secretary Securities affairs Representative

Name Yang Hanming Liang Jirong

Contact address

46/F Litong Plaza No.32 Zhujiang East Road

Zhujiang New City Tianhe District Guangzhou

45/F Litong Plaza No.32 Zhujiang East Road

Zhujiang New City Tianhe District Guangzhou

Tel 020-29004619 020-29004523

Fax 020-38787002 020-38787002

E-mail Hmy69@126.com 139221590@qq.com

3. Information disclosure and placed

Newspapers selected by the Company for information disclosure

Securities Times China Securities Shanghai

Securities Daily and Hongkong Commercial Daily.Internet website designated by CSRC for publishing the Annual report

of the Company

www.cninfo.com.cn

The place where the Annual report is prepared and placed Securities affair Dept of the Company

4.Changes in Registration

Organization Code 91440000190352102M

Changes in principal

business activities

since listing (if any)

No change

Changes is the

controlling

shareholder in the

past (is any)

On November 2000 In accordance with Cai Guan Zi (2008) No. 109 Document of Ministry of Finance

and Yue Ban Han (2000) No. 574 Document of General Office of Guangdong People's Government the

state-owned shares of Guangdong Expressway originally entrusted to Guangdong Expressway Company

(now renamed as "Guangdong Provincial Expressway Co. Ltd.") for management were transferred to

Guangdong Communication Group Co. Ltd. for holding and management. After the transfer of

state-owned shares Guangdong Communication Group Co. Ltd. became the largest shareholder of the

Company. The nature of equity was defined as state-owned shares.

5. Other Relevant Information

CPAs engaged

Name of the CPAs Yong Tuo Cerified Public Accountants(Special General Partnership)

Office address： 13/F 2 Building No.1 North Street Guandongdian Chaoyang District Beijing

Names of the Certified Public

Accountants as the signatories

Shi Shaoyu Li Junjie

The sponsor performing persistent supervision duties engaged by the Company in the reporting period.

□ Applicable√ Not applicable

The Financial advisor performing persistent supervision duties engaged by the Company in the reporting period

√Applicable □ Not applicable

Name Office address Name of sponsor Consitent supervision period

China International Capital

Corporation Limited

27-28/F 2 Black，No1. Guomao Building

Jianguomen Wai Street Chaoyang District

Beijing

Xie Yi Long Hai 2020-2021

2020 Annual Report

6.Summary of Accounting data and Financial index

Whether it has retroactive adjustment or re-statement on previous accounting data

√Yes □ No

Retroactive adjustment or restatement of causes: Merger of enterprises under the same control

2020

2019

Changes of this period

over same period of Last

year(%)

2018

Before adjustment After adjustment After adjustment Before adjustment After adjustment

Operating income（RMB） 3790348876.26 3057935584.43 4999016766.74 -24.18% 3218694083.94 5074352303.23

Net profit attributable to the shareholders

of the listed company（RMB）

867842774.78 1258628101.71 1469187067.83 -40.93% 1677028179.18 1880524910.95

Net profit after deducting of non-recurring

gain/loss attributable to the shareholders of

listed company（RMB）

704821643.20 1249576930.75 1249579043.32 -43.60% 1395441391.82 1395441391.82

Cash flow generated by business operation

net（RMB）

2636187241.05 1988551897.83 3222681187.05 -18.20% 1915985578.04 3300975145.20

Basic earning per share(RMB/Share) 0.42 0.60 0.70 -40.00% 0.80 0.90

Diluted gains per share(RMB/Share) 0.42 0.60 0.70 -40.00% 0.80 0.90

Weighted average ROE(%) 8.27% 13.09% 14.18% -5.91% 18.37% 19.10%

End of 2020

End of 2019 Changed over last year End of 2018

Before adjustment After adjustment After adjustment Before adjustment After adjustment

Gross assets（RMB） 19748578658.11 17674545340.78 20666939285.90 -4.44% 16295910774.45 19998135903.61

Net assets attributable to shareholders of

the listed company（RMB）

7933136499.11 9823426849.75 10557360463.78 -24.86% 9586701904.06 10281913855.74

2020 Annual Report

The lower of the company’s net profit before and after the deduction of non-recurring gains and losses in the last three fiscal years is negative and the auditor's report

of the previous year shows that the Company’s going concern ability is uncertain.□ Yes √No

The lower of the net profit before and after the deduction of the non-recurring gains and losses is negative.□ Yes √No

7.The differences between domestic and international accounting standards

1．Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed

in the financial reports of differences in net income and net assets.

□ Applicable□√ Not applicable

None

2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese

accounting standards.

□Applicable √Not applicable

None

8.Main Financial Index by Quarters

In RMB

First quarter Second quarter Third quarter Fourth quarter

Operating income 354885621.22 763073802.24 1361154456.80 1311234996.00

Net profit attributable to the shareholders of

the listed company

-65790927.23 90407352.98 416728710.01 426497639.02

Net profit after deducting of non-recurring

gain/loss attributable to the shareholders of

listed company

-71989487.82 62474770.40 348606597.62 365729763.00

Net Cash flow generated by business

operation

163886674.37 545776621.44 1035210364.11 891313581.13

Whether significant variances exist between the above financial index or the index with its sum and the financial

index of the quarterly report as well as semi-annual report index disclosed by the Company.√Yes □ No

In 2020 the Company implemented a major asset restructuring through purchasing 21% equity of Guanghui

Expressway by cash shares which was completed on December 25 2020 realizing the merger under the same

control and adjusting the quarterly and semi-annual financial report data accordingly.

2020 Annual Report

9.Items and amount of non-current gains and losses

√Applicable □Not applicable

In RMBItems Amount (2020) Amount (2019） Amount (2018) Notes

Gains/Losses on the disposal of non-current assets -8261533.18 7607268.21 63173138.25

Government grants recognized in the current

period except for those acquired in the ordinary

course of business or granted at certain quotas or

amounts according to the country’s unified

standards

8359291.82 87937.00 1113228.32

Current net gains and losses occurred from

period-begin to combination day by subsidiaries

resulting from business combination under

common control

546213524.55 701856178.51 678322439.24

The Company originally held 30% equity of Guanghui Expressway In

2020 the Company purchased 21% equity of Guanghui Expressway in

cash and the merger date under the same control was December 312020

which was 70% of the net profit and loss realized by Guanghui

Expressway in 2020 from the beginning of merger to the date of merger.

Net amount of non-operating income and expense

except the aforesaid items

-1069827.30 -1393149.65 -1545368.05

Other non-recurring Gains/loss items 974321.89 1652603.05

Less :Influenced amount of income tax 2214.32 1130270.54 -230679518.30

Influenced amount of minor shareholders’ equity

(after tax)

383192431.88 489072542.07 486659436.93

In 2020 the Company purchased 21% equity of Guanghui Expressway in

cash and the merger date under the same control was December 31

increasing the net profit and loss realized by Guanghui Expressway in

2020 which was attributable to minority shareholders by RMB

382722793.66.

Total 163021131.58 219608024.51 485083519.13 --

2020 Annual Report

For the Company’ s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Companies Offering their

Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information

Disclosure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses it is necessary

to explain the reason.

□ Applicable√ Not applicable

None of Non-recurring gain /loss items recorgnized as recurring gain /loss/items as defined by the information disclosure explanatory Announcement No.1- Non –

recurring gain/loss in the report period.

III. Business Profile

Ⅰ.Main Business the Company is Engaged in During the Report Period

The Company is an infrastructure industry with main business in developing and operating expressway and big

bridges. It is one of the main institutions of developing expressway and big bridge in Guangdong Expressway

System. The expressway industry is the industry helped by government.The Company is mainly engaged in tolling and maintenance of Guangfo Expressway Fokai Expressway and

Jingzhu Expressway Guangzhu Section investment in technological industries and provision of relevant

consultation while investing in Shenzhen Huiyan Expressway Co. Ltd. Guangzhou Guanghui Expressway Co.Ltd.Guangdong Jiangzhong Expressway Co. Ltd. Zhaoqing Yuezhao Expressway Co. Ltd.Ganzhou Kangda Ex

pressway Ganzhou Gankang Expressway Co. Ltd.Guangdong Yueke Technology Petty Loan Co. Ltd. Guangdong

Guangle Expressway Co.Ltd. Guoyuan Securities Co. Ltd.and Hunan Lianzhi Technology Co. Ltd. As of the

end of the reporting period the company’s share-controlled expressway is 306.78 km and the share-participation

expressway is 295.88 km.Ⅱ.Major Changes in Main Assets

1. Major Changes in Main Assets

Main assets Major changes

Equity assets

Compared with the beginning of the year it increased by RMB 175.11 million and 7.93% which was mainly

due to the increase of long-term equity investment by RMB 130 million yuan for the subscription of Guoyuan

Securities and increase of long-term equity investment by RMB 80 million for the investment in Hunan

Lianzhi; and due to the capital reduction of Ganzhou Gankang Expressway Co. Ltd. to reduce the long-term

equity investment by RMB 45 million.

Fixed assets

Compared with the beginning of the year it decreased by RMB 920.11 million and 7.38% which was mainly

due to the comprehensive impact of depreciation of expressway sections and cancellation of temporary

estimation and conversion to fixed assets of expressway toll station projects at provincial boundaries.Intangible

assets

Compared with the beginning of the year it increased by RMB 293.62 million and 3351.04% mainly because

according to the relevant government documents the holding expressway company included the relevant

operating expenses incurred during the epidemic prevention and control period from February 17 2020 to May

5 2020 into the book value of the intangible asset-toll road franchise

Construction

in process

Compared with the beginning of the year it increased by RMB 99.34 million and 41.17% which was mainly

due to the comprehensive impact of the increased pavement treatment works and bridge deck treatment works

of Dayong Viaduct by Guangzhu East Company and the increased Gualvhu Interchange Project and

cancellation of temporary estimation and conversion to fixed assets of expressway toll station project by

Guanghui Company.Other current

assets

Compared with the beginning of the year it decreased by RMB 196.55 million and 99.99% It was mainly

because that Guanghui Expressway recovered all external loans at the end of the year.

2. Main Conditions of Overseas Assets

□ Applicable √Not applicable

III. Analysis On core Competitiveness

The toll revenue of expressway industry mainly depends on the regional economic development. The

regional economy is the critical factor that influences the traffic volume. The Guangfo expressway and the Fokaiexpressway controlled by the company are part of the National Expressway Network Planning-“Five vertical andseven horizontal ” The share-controlled Jingzhu Expressway Guangzhu Section is a fast and convenient

expressway. And many of the company’s equity-participation expressways that are part of the main skeleton of

the Guangdong Provincial Expressway Planning-“Ten vertical and five horizontal” which provides a strong

guarantee for stable traffic volume. Meanwhile the regional economy is the critical factor that influences the

traffic volume as Guangdong province is the economically developed region with years’ continuous high

growth of GDP so that provides the stable rising demand for the company.

IV. Management’s Discussion andAnalysis

I. General

In 2020 the Company actively fulfilled its social responsibilities strove to overcome the adverse effects of the

epidemic worked hard and overcame difficulties. While strictly implementing various epidemic prevention and

control measures to achieve zero infection in the company's system it also adhered to the front line of epidemic

prevention ensured smooth traffic made overall plans to promote the prevention and control of the normalized

epidemic and all tasks and effectively promoted the stabilization and improvement of economic operation.

1. Major asset restructuring of the Company was completed on time. On July 16 2020 the Company started

major asset restructuring and acquired 21% equity of Guanghui Company held by Provincial Expressway in cash

to realize holding. Through the injection of high-quality road assets the mileage of expressway controlled by the

Company has nearly doubled and the sustainable profitability of expressway the main business and the financing

ability of the Company have been further improved.

2. The first intelligent transportation foreign investment project was implemented smoothly. In June 2020 the

Company completed the project investment of RMB 80 million in Hunan Lianzhi Technology Co. Ltd. by

increasing capital to Yuegao Capital and the members of Yuegao Capital Project Team implemented the follow-up

investment simultaneously. This project is the Company's first overseas investment project in smart transportation

and it is also the first project for the project team members to make follow-up investment which is a new

breakthrough for the Company to explore and innovate the investment mechanism under the new situation.

3. The crucial task of canceling the provincial boundary station was successfully completed. After the toll

collection was resumed on May 6 2020 the toll stations of the Company's holding sections are with smooth

traffic the service points of Unitoll Expressway in Guangdong operated orderly the toll display and data

transmission of toll lanes were correct the lane configuration was continuously optimized and the ETC system

was generally stable.

4. The revitalization of land resources along the route was accelerated. The Company insisted on the

comprehensive development of land resources along the line as the main direction. The land resources along the

Fokai Expressway including Zhishan Chenshan Xinjitian and Yanshan service areas have made phased progress

in their revitalization.

5. The additional investment of the original financial equity projects was completed in an orderly manner. In

November 2020 the Company invested about RMB 130 million and subscribed for 23.88 million shares of

Guoyuan Securities in full at RMB 5.44 per share which well safeguarded the rights and interests of the

Company.

6. The preparation of strategic planning was started in time. In 2020 the Company started the preparation of

the "14th Five-Year Plan" set up a leading group and a working group and combined with internal interviews and

external research with consideration of the current and long-term situation and based on a comprehensive

summary of the implementation of the "13th Five-Year Plan" prepared the "14th Five-Year" Strategy Plan (first

draft) which will be further revised and improved.

7. Guangzhu Transportation Company was successfully consolidated by merge. The Company started to

consolidate by merge Guangzhu Transportation in May 2020 and successively completed the preparatory work

assets verification special audit agreement signing internal decision-making tax settlement and other work.Through the efforts of all parties the cancellation approval notice was obtained on December 18 and the task of

reducing the hierarchy was successfully completed.

8. The application for re-approval of the operation period of the reconstruction and expansion project of the

south section of Fokai Expressway was closely followed up. According to the requirements of the audit unit the

Company has supplemented the relevant information for re-approval of the operation period for many times and

made explanations striving to obtain the government's approval as soon as possible.II. Main business analysis

1. General

Volume of vehicle trafficin 2020 （Tenthousands vehicles）

Increase /Decrease(%) Toll income in 2020（Ten thousands）

Increase /Decrease(%

Guangfo Expressway 7269.75 -4.25% 32971.09 -30.05%

Fokai Expressway 7718.23 0.65% 96148.43 -24.68%

Jingzhu Expressway

Guangzhu East Section

6189.52 -15.56% 78237.88 -34.11%

Guanghui Expressway 7487.22 6.45% 159235.27 -16.97%

Huiyan Expressway 4349.60 -3.57% 18593.50 -24.62%

Guangzhao Expressway 2892.08 -17.52% 43561.59 -21.58%

Jiangzhong Expressway 6095.58 -0.82% 33867.12 -25.79%

Kangda Expressway 147.82 -54.41% 21190.46 -17.47%

Gankang Expressway 440.48 -14.87% 12833.68 -30.40%

Guangle Expressway 3467.39 14.00% 248409.48 -22.01%

Note: The traffic volume in the above table includes the traffic volume during toll-free period due to the

impact of the epidemic.

In 2020 due to the impact of the epidemic and the first-level emergency response was activated nationwide.

The toll-free period of the original statutory Spring Festival holiday (January 24-January 30 2020) was extended

to February 8; Meanwhile according to the relevant policies of the Ministry of Transport with the approval of the

State Council from 0:00 on February 17 2020 to 24:00 on May 5 2020 the tolls of toll roads nationwide will be

exempted. This policy led to a significant year-on-year decline in the toll revenue of the Company's participating

companies. Moreover:

(1) Guangzhu section of Jingzhu Expressway: ① Affected by the closure of Humen Bridge for 9 days the toll

income decreased; ② In September the one-way maintenance of the section from the Minzhong to Xinlong

Interchange lasted for 21 days which led to a decrease in vehicle traffic and a decrease in toll revenue; ③ The

impact of the opening of Nansha Bridge in 2019 and the goods restriction of Humen Bridge tended to be stable in

the fourth quarter of 2020; Under the same road network conditions the fourth quarter achieved a year-on-year

growth trend.

(2) Gankang Expressway: ① The national highway G323 was cancelled and some national highways were

repaired and restored which diverted some traffic; ② Some sections of national highways G236 and G319 were

restricted and some vehicles were diverted to other expressways.

(3) Kangda Expressway: ① Due to the cancellation of the provincial boundary system the calculated traffic

volume is different from previous years in statistical caliber; ② After the recovery of charges the public's road

trip increased compared with the past and the passenger car traffic increased year-on-year; Logistics vehicles such

as transportation cold chain fresh food and express delivery vehicles have grown rapidly and the traffic volume

of trucks has also increased.

2. Revenue and cost

(1)Component of Business Income

In RMB

2020 2019 Increase

/decreaseAmount Proportion Amount Proportion

Total operating revenue 3790348876.26 100% 4999016766.74 100% -24.18%

Industry

Highway transportations 3665926709.10 96.72% 4853094808.04 97.08% -24.46%

Other 124422167.16 3.28% 145921958.70 2.92% -14.73%

Product

Highway transportations 3665926709.10 96.72% 4853094808.04 97.08% -24.46%

Other 124422167.16 3.28% 145921958.70 2.92% -14.73%

Area

Guangfo Expressway 329710947.81 8.70% 471345653.88 9.43% -30.05%

Fokai Expressway 961484310.59 25.37% 1276614430.61 25.54% -24.68%

Jingzhu Expressway Guangzhu Section 782378756.64 20.64% 1187425165.18 23.75% -34.11%

Guanghui Expressway 1592352694.06 42.01% 1917709558.37 38.36% -16.97%

Other 124422167.16 3.28% 145921958.70 2.92% -14.73%

(2)Situation of Industry Product and District Occupying the Company’s Business Income and Operating Profit

with Profit over 10%

√ Applicable □Not applicable

In RMB

Turnover Operation cost

Gross

profit

rate(%)

Increase/decre

ase of revenue

in the same

period of the

year(%)

Increase/decrease

of business cost

over the same

period of

previous year (%)

Increase/decrease

of gross profit

rate over the

same period of

the previous year

(%)

Industry

Highway 3665926709.10 1585926446.48 56.74% -24.46% -13.08% -5.66%

transportations

Product

Highway

transportations

3665926709.10 1585926446.48 56.74% -24.46% -13.08% -5.66%

Area

Guangfo

Expressway

329710947.81 112789778.87 65.79% -30.05% -0.89% -10.07%

Fokai

Expressway

961484310.59 650430454.36 32.35% -24.68% -16.53% -6.61%

Jingzhu

Expressway

Guangzhu

Section

782378756.64 279884229.56 64.23% -34.11% -23.46% -4.98%

Guanghui

Expressway

1592352694.06 542821983.69 65.91% -16.97% -4.08% -4.58%

Under circumstances of adjustment in reporting period for statistic scope of main business data adjusted main

business based on latest on year’s scope of period-end.

□ Applicable √Not applicable

(3)Whether the Company’s Physical Sales Income Exceeded Service Income

□ Yes √ No

(4)Degree of Performance of the Significant Sales Contract Signed up to this Report Period

□Applicable √Not applicable

(5)Component of business cost

Industry category

In RMB

Industry

category

Security

code

Stock

Abbreviati

on:

Initial

investment cost

Mode of

accounting

measurement

Book value

balance at the

beginning of the

reporting period

Changes in

fair value

of the this

period

Cumulative fair

value changes

in equity

Purchase

amount in

the this

period

Sale

amount in

the this

period

Gain/loss of

the reporting

period

Book value balance

at the end of the

reporting period

Accoun

ting

items

Sourc

es of

funds

Domesti

c and

foreign

stocks

601818

Everbright

Bank

517560876.80 FVM 1037474303.04 0.00 421106349.76 0.00 0.00 50344558.02 938667226.56

Other

equity

instrum

ent

investm

ent

Self

Total 517560876.80 -- 1037474303.04 0.00 421106349.76 0.00 0.00 50344558.02 938667226.56 -- --

Disclosure Date of Announcement

on Securities Investment Approved

by the Board of Directors

July 222009

Disclosure Date of Announcement

on Securities Investment Approved

by the Shareholders Meeting(If

any)

August 72009

（2）Investment in Derivatives □ Applicable √ Not applicable

The Company had no investment in derivatives in the reporting period.

5.Application of the raised capital

□ Applicable √ Not applicable

The Company had no application of the raised capital in the reporting period.VI. Sales of major assets and equity

1. Sales of major assets

□ Applicable √ Not applicable

The Company had no sales of major assets in the reporting period.

2.Sales of major equity

□ Applicable √ Not applicable

2020 Annual Report

VII.Analysis of the Main Share Holding Companies and Share Participating Companies

√ Applicable □ Not applicable

Situation of Main Subsidiaries and the Joint-stock Company with over 10% net profit influencing to the Company

In RMB

Company

Name

Company

type

Leading products and services Registered capital Total assets Net assets Operating Income Operating profit Net Profit

Guangfo

Expressway

Subsidiary

Operating Guangfo Expressway Co.Ltd.(starts from Hengsha Guangzhou ends

in Xiebian Foshan. Total length 15.7

kilometers

RMB 200 million 531194012.93 460405493.14 333647719.92 202903321.04 155032248.63

Jingzhu

Expressway

Guangzhu

Section Co.Ltd.Subsidiary

The operation and management of

Guangzhu Expressway and provision of

supporting services including fueling

salvage and supply of parts and components

RMB 580 million 2390811046.60 951363541.68 812354042.82 413718175.77 301738807.80

Guangdong

Guanghui

Expressway

Co. Ltd.

Sharing

company

Investment in and construction of Guanghui

Expressway Co. Ltd. and supporting

facilities the toll collection and maintenance

management of Guanghui Expressway The

Guanghui Expressway's supporting gas

station salvation vehicle maintenance

vehicle transport catering warehousing

investment and development

RMB 2.352 million 4518271534.85 3971913931.56 1616980738.55 1046966245.16 780305035.07

Subsidiaries obtained or disposed in the reporting period

√Applicable □ Not applicable

Name

Ways to acquire and dispose of

subsidiaries during the reporting period

Impact on overall production operation and

performance

Guangdong Guanghui Expressway Co.Ltd.

Combination under the same control

Increase of the net profit attributable to listed

companies by RMB 163.86 million in 2020

Guangzhou Guangzhu Transportation

Investment Management Co. Ltd.

Absorption merges None

Particulars about the Mutual holding companies

1. Guangfo Expressway Co. Ltd. (the Company holds 75% equity) builds and operates Guangfo Expressway

and its operation and management includes road maintenance toll collection maintenance of traffic facilities such

as signs and markings and vehicle rescue. The net profit of the current period decreased by RMB 95.73 million

year on year or 38.18%. The main reason for the decrease was that the toll revenue decreased due to the toll-free

policy of the epidemic situation.

2. Jingzhu Expressway Guangzhu Section Co. Ltd. (the company holds 75% equity) operates

Guangzhou-Zhuhai Expressway and provides the supporting refueling rescue and spare parts supply services of

expressway. The net profit of the current period decreased by RMB 211327000 year-on-year or 41.19%. The

main reason for the decrease was that the toll revenue decreased due to the toll-free policy of the epidemic

situation.

3. Guangdong Guanghui Expressway Co. Ltd. (the company holds 51% equity) invests in and builds Guanghui

Expressway and supporting facilities; Toll collection and maintenance management of Guanghui Expressway;

Investment and development of gas stations rescue automobile maintenance automobile transportation catering

and warehousing for Guanghui Expressway. The net profit of the current period decreased by RMB 222346600

year-on-year or 22.18%. The main reason for the decrease was that the toll revenue decreased due to the toll-free

policy of the epidemic situation.VIII. Special purpose vehicle controlled by the Company

□ Applicable √ Not applicable

IX. Prospect for future development of the Company

2021 is the first year of the 14th Five-Year Plan. The general requirements of the work in 2021 are as follows:

adhere to the general tone of striving for stability consolidate and expand the main business of expressways focus

on economic benefits take market-oriented reform as the driving force strengthen innovation drive promote the

intelligent upgrade of transportation industry emphasize on improving capital operation capability resolutely

guard against major risks of enterprises and achieve a good start in the 14th Five-Year Plan.

1. Persist in stabilizing the expressway industry and provide a solid foundation for high-quality development.

Firstly appropriately increase the shareholding ratio of existing high-quality road property projects accelerate the

integration of superior resources and strive to increase the number of expressway holding projects. Secondly

promote the reconstruction and expansion of the bottleneck expressway and verify the operation period. Thirdly

based on the main business application scenario and combined with the industrial chain ecosystem increase the

popularization and application of new technologies promote the digitalization and intelligent upgrading of

operation and management and gradually apply modern information technologies such as cloud computing big

data and AI to all sections of management so as to realize the transformation of scientific and technological

production capacity and empower the development of the main business.

2. Grasp the strategic layout and capital operation promote transformation and develop business

development and innovation

According to the company's "14th Five-Year Plan" development plan and the Group's work requirements the

strategic plan should be launched as soon as possible so as to make a good start for the integration of smart

transportation and other emerging industries. Firstly learn from and benchmark the practical experience of

first-class management enterprises and actively explore cooperation models by using technical forces such as

industry R&D centers and research institutes to lay a good scientific and technological foundation for the

development of the industry; Secondly seize the opportunity of state-owned enterprise reform leverage the

capital market promote mergers and acquisitions of strategic emerging industries related to smart transportation

obtain high-end products in the industrial chain strive for the implementation of a project and realize the

development of superior main business empowerment; Thirdly actively participate in the research on asset

restructuring of the smart transportation technology sector explore the feasible mode of implementing the

integration of emerging industry resources within the Group and accelerate the cultivation of new kinetic energy

for the Company's development;

3.Continue to promote and support the development of land resources along the route intensify the

revitalization and utilization of land parcels such as Xinjitian Chenshan Dayanshan and Hengsha and fully push

forward the upgrading and reconstruction project of Zhishan Service Area to ensure the smooth implementation of

the development construction and operation of the service area.

4. Deepen reform lay a solid foundation and accomplish key special tasks in a solid manner

Promote the upgrading of operational management. According to the deployment requirements of the

Provincial Department of Transportation and the Provincial Transportation Group to alleviate congestion and

ensure smoothness implement the specific work of linkage and smooth work in small areas strengthen the

monitoring of road network operation optimize relevant processes and strengthen early warning and dispatching

mechanisms; Perform systematic transformation of Guangfo Expressway toll stations implement the expansion

project of Guangfo Expressway Michong and Shayong toll stations and upgrade and transform peripheral urban

roads to alleviate traffic congestion at the entrances and exits of the two toll stations; Constantly strengthen the

inspection of overloading supervision at the expressway entrance service area supervision supervision for space

under bridge and pavement enhance the ability of scientific and technological transformation and continuously

promote the upgrading of service area and the promotion of brand image.

5. Strengthen the construction of modern enterprise system. Under the overall strategic framework of the

Company improve the connection between internal business assessment and strategy formulate quantitative and

qualitative indicators of business plan comprehensively cover all business activities of the Company and the

platform and enhance comprehensive service capabilities. Steadily promote the market-oriented operation

mechanism complete the tenure system and contractual management of managers explore and continuously

optimize the talent introduction mechanism further strengthen the construction of talent echelon promote the

extension of the reform pilot work results integrating "incentive restraint and fault tolerance" to the grassroots

level strengthen the cooperation of production education and research and independent innovation capabilities

and strive to break the human resources barriers that restrict the Company's development thus providing

guarantee for the Company's development kinetic energy transformation and industrial upgrading.

2020 Annual Report

X. List of the received researches visits and interviews

1.Particulars about researches visits and interviews received in this reporting period

√ Applicable □Not applicable

Reception time

Place of

reception

Way of

reception

Types of visitors Visitors received

Main contents discussed and

information provided

Basic index

April 72020

Meeting Room

of the Company

By Phone Organization

1Feng Siqi Sheshang Securities.2.Xu Senzhou BOCOM

SCHRODERS.3. Guo Shuaitong New China

Fund.4.Guan Panlong Jiashi Fund.5.Guo Zhaoyang

ICBCCS.6. Ren Yilin BROAD fund.

7.Peng Ke Efunds. 8. Mao Wei Yi Li Southern Asset

Management 9. Hao Xudong Nuode Fund

10.Niu Yongtao Yimin Fund.11.Yao Shuang China

Merchants fund. 12.Zhang Chicheng Baank of China

investment Management. 13.Zhang Yixin Li Shoufeng

Fuanda Fund 14.Zhang Ke Yinhua Fund. 15. Dongkaili

Bosera Fund 16.Li Zhechao Dacheng Fund.

1. The main content of

research:1. the daily

operation; 2. the company's

financial data analysis;3.development strategy; 4.analysis on the industry.

2.Primary data investigation:

Public information company

regularly reports

（2020001）

www.cninfo.com.cn

April 72020

Meeting Room

of the Company

By Phone Organization

1.Huatai Securities Shen Xiaofeng Lin Xiaying

2.Zhejiang Shanyuan Investment Management Co. Ltd.

Tang Cong Liu Mingxia 3.China Innovation Capital

Carol Chen 4.Elevation Capital Ben Zhang 5.Prime

Capital Lu Peijie 6.Yunying Asset Teresa Lei 7.BooCommLife

Wang Yaoyong 8.Kaishi Fund Management Co. Ltd.Zhao Chenkai 9.Huabao Fund Management Co. Ltd. Lu

Yi 10.Guosen Securities Wang Chengqi 11.China

Merchants Life Insurance Wang Kangjian 12.CMB

Wealth Management

1. The main content of

research:1. the daily

operation; 2. the company's

financial data analysis;3.development strategy; 4.analysis on the industry.

2.Primary data investigation:

Public information company

regularly reports

（2020002）

www.cninfo.com.cn

2020 Annual Report

Reception time

Place of

reception

Way of

reception

Types of visitors Visitors received

Main contents discussed and

information provided

Basic index

Zhang Ying 13.Morgen Taowei 14.Invesco Great

Wall Fund He Jinyang. 15.Biyun Asset

Fan Jia 16.Jin Chong Investment Mario Fei

April 292020

Meeting Room

of the Company

By Phone Organization

1.Guotai Junan Securities Institure Zheng Wu Huangpu

Xiaohan Yue Xin 2.Danshuiquan( Beijing) Investment

Management Co. Ltd. Qian Yueqiang 3.Southern Asset

Management Co. Ltd. Yi Li

4.Shanghai Dazheng Investment Wang Zhitong 5.BOC

International (China) Co. Ltd.Lu Shasha

6.Bosera Funds Liu Xiaolong 7. Shenzhen Ximengbei

Asset Management Co. Ltd. Sun Yuanjia 8.UBS SDIC

Tang Haibo 9.Invesco Great Wall Fund Management

Co. Ltd. He Jinyang 10. BoComm Life Wang Yaoyong

11.Taiping Fund Management Co. ltd. Li Teng

12.Guotuo Anxin Futures Co. Ltd. Wang Jianing 13.

Qianhai Taihang Asset Management(Shenzhen) Co.Ltd. Xu Longping

1. The main content of

research:1. the daily

operation; 2. the company's

financial data analysis;3.development strategy; 4.analysis on the industry.

2.Primary data investigation:

Public information company

regularly reports

www.cninfo.com.cn

August 272020

Meeting Room

of the Company

By Phone Organization

1.Guotai Junan Securities Institure Zheng Wu Huangpu

Xiaohan 2.Shanghai Dazheng Investment Co. Ltd.Wang Zhitong 3. Tibet Yuancheng Investment

Management Co. Ltd. Zeng Shang 4.Shenzhen

Ximengbei Asset Managemeent Co. Ltd. Zhang Gang

5.BOSCASSET Yan Feng

6.Shenzhen Qianhai Dingye Investment Development

Co. Ltd. Chen Zhixiong

1. The main content of

research:1. the daily

operation; 2. the company's

financial data analysis;3.development strategy; 4.analysis on the industry.

2.Primary data investigation:

Public information company

regularly reports

www.cninfo.com.cn

2020 Annual Report

Reception time

Place of

reception

Way of

reception

Types of visitors Visitors received

Main contents discussed and

information provided

Basic index

October 292020

Meeting Room

of the Company

By Phone Organization

1.Huatai Securities Lin Xiaying

2.Guotai Junan Secuties Huangpu Xiaohan

3.Tianfeng Securities Zeng Fanzhe

4.Zheshang Securities Li Xiang

5. Northerst Securities Zhang Yunkai

6.Dacheng Fund Zheng Xin 7.Shenghai Trust Liu Bai

8.China Life AMPAsset Management Co. Ltd. Yan

Kun 9.ChengzhouAsset Zhu Yeting 10.Morgan Vivian

Tao 11.Green Corut Jia Fan

1. The main content of

research:1. the daily

operation; 2. the company's

financial data analysis;3.development strategy; 4.analysis on the industry.

2.Primary data investigation:

Public information company

regularly reports

www.cninfo.com.cn

Reception times 5

Reception agency amount 62

Reception personal number 0

Others 0

Whether to disclose reveal or disclose

non-public material information

V. Important Events

I. Specification of profit distribution of common shares and capitalizing of common reserves

Formulation implementation and adjustment of profit distribution policy of common shares especially cash

dividend policy during the reporting period

□Applicable√ Not applicable

The profit distribution preplan or proposal and the Plan(preplan) or proposal of conversion of the capital reserve

into share capital in the past three years(with the reporting period inclusive):

(1) The Company's profit distribution plan for 2018 is as follows:

1.10% of the net profit of the company i.e. 230581431.32 yuan is to be allocated for statutory common

reserve fund.

2.The profit for 2018 is to be distributed as follows:1175033042.81 yuan. is to be allocated as the fund for

dividend distribution for 2018. with the total shares at the end of 2018 i.e. 2090806126 shares as the base cash

dividend of 5.62 yuan (including tax) is to be distributed for every 10 shares .The remaining undistributed profits

are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders

holding B share and overseas corporate shares will be determined according to HKD:RMB bank’s Middle rate

quoted by People’s Bank of China on the first working day after 2018 annual shareholders’ general meeting

makes resolution on dividend distribution.

(2) The Company's profit distribution plan for 2019 is as follows:

1.10% of the net profit of the company i.e. 135022507.55 yuan is to be allocated for statutory common

reserve fund.

2.The profit for 2019 is to be distributed as follows: 882320185.17 yuan. is to be allocated as the fund for

dividend distribution for 2019. with the total shares at the end of 2019 i.e. 2090806126 shares as the base cash

dividend of 4.22 yuan (including tax) is to be distributed for every 10 shares .The remaining undistributed profits

are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders

holding B share and overseas corporate shares will be determined according to HKD:RMB bank’s Middle rate

quoted by People’s Bank of China on the first working day after 2019 annual shareholders’ general meeting makes

resolution on dividend distribution.

(3) The Company's profit distribution preplan for 2020 is as follows:

1.10% of the net profit of the company i.e. 93232912.82 yuan is to be allocated for statutory common reserve

fund.

2.The profit for 2020 is to be distributed as follows: 608424582.67 yuan. is to be allocated as the fund for

dividend distribution for 2020. with the total shares at the end of 2020 i.e. 2090806126 shares as the base cash

dividend of 2.91 yuan (including tax) is to be distributed for every 10 shares .The remaining undistributed profits

are to be carried forward to the next year. The foreign exchange translation of the cash dividends for shareholders

holding B share and overseas corporate shares will be determined according to HKD:RMB bank’s Middle rate

quoted by People’s Bank of China on the first working day after 2020 annual shareholders’ general meeting makes

resolution on dividend distribution.

Dividend distribution of the latest three years

In RMB

Year

for

bonus

Amount for cash

bonus(tax

included)

Net profit

attributable to

common stock

shareholders of

listed company in

consolidation

statement for

bonus year

Ratio of the

cash bonus in

net profit

attributable to

common stock

shareholders of

listed company

contained in

consolidation

statement

Proportion

for cash

bonus by

other

ways(i.e.share

buy-backs)

Ratio of the cash

bonus

by other ways in net

profit attributable to

common stock

shareholders of

listed company

contained in

consolidation

statement

Total cash

bonus(other

ways

included)

Ratio of the total cash

bonus (other ways

included) in net profit

attributable to

common stock

shareholders of listed

company contained

in consolidation

statement

2020 608424582.67 867842774.78 70.11% 0.00 0.00% 608424582.67 70.11%

2019 882320185.17 1258628101.71 70.07% 0.00 0.00% 882320185.17 70.10%

2018 1175033042.81 1677028179.18 70.07% 0.00 0.00% 1175033042.81 70.07%

In the reporting period both the Company’s profit and the parent company’s retained earnings were positive

however not cash dividend distribution proposal has been put forward.

□Applicable√ Not applicable

II.Profit distribution plan and capitalizing of common reserves plan for the Period

√ Applicable □ Not applicable

Bonus shares for every ten shares(Shares) 0

Cash dividend for every ten shares

(Yuan)(Tax-included)

2.91

Distribute additional (shares)for 10 shares

A total number of shares as the distribution

basis(shares)

2090806126

Cash dividend amount (yuan including tax 608424582.67

Other means (such as repurchase of shares) cash

dividend amount (yuan)

0.00

Total cash dividend (yuan including tax) 608424582.67

Distributable profit (yuan) 3667543163.36

Proportion of cash dividend in the distributable

profit

100%

Cash dividend distribution policy

The Company is in a fast growth stage there fore the cash dividend will reach 80% of the profit distribution at least. Cash

dividend distribution policy.

Details of profit distribution or reserve capitalization Preplan

1.10% of the net profit of the company i.e. 93232912.82 yuan is to be allocated for statutory common reserve fund.

2.The profit for 2020 is to be distributed as follows: 608424582.67 yuan. is to be allocated as the fund for dividend

distribution for 2020. with the total shares at the end of 2020 i.e. 2090806126 shares as the base cash dividend of 2.91 yuan

(including tax) is to be distributed for every 10 shares .The remaining undistributed profits are to be carried forward to the next

year. The foreign exchange translation of the cash dividends for shareholders holding B share and overseas corporate shares will

be determined according to HKD:RMB bank’s Middle rate quoted by People’s Bank of China on the first working day after 2020

annual shareholders’ general meeting makes resolution on dividend distribution.

2020 Annual Report

III. Commitments to fulfill the situation

1.The fulfilled commitments in the reporting period and under-fulfillment commitments by the end of the reporting period made by the company shareholder

actual controller acquirer director supervisor senior management personnel and other related parities.

√Applicable □Not applicable

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

Commitment on share reform

Commitment in the acquisition

report or the report on equity

changes

Commitment made upon the

assets replacement

Guangdong

Provincial

Freeway

Co.Ltd.

Performance

commitment

The predicted net profit of Guangdong Guanghui Expressway Co. Ltd. after deducting

non-recurring gains and losses in 2020 2021 and 2022 (hereinafter referred to as

"predicted net profit") is RMB 652477500 RMB 1112587300 and RMB

1234200900 respectively. According to the special audit opinion issued by the

accounting firm if the accumulated realized net profit of Guangdong

Guangzhou-Huizhou Expressway Co. Ltd. at the end of any fiscal year does not reach

the accumulated predicted net profit within the compensation period Guangdong

Provincial Freeway Co.Ltd. will compensate in cash as agreed.November 25

2020

Normal

performan

Guangdong

Expressway

Commitment

authenticity

accuracy and

completeness

of the

information

provided

1. The explanations commitment and information provided by the Company for this

transaction are authentic accurate and complete and there are no false records

misleading statements or major omissions. 2. The information provided by the Company

to the intermediaries that provide professional services such as auditing evaluation

legal and financial consulting for this transaction is authentic accurate and complete

original written information or duplicate information and the duplicate or photocopy of

the information is consistent with its original information or original copy; The

signatures and seals of all documents are authentic and the legal procedures required for

November 25

2020

Permanently

effective

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

signing and sealing have been fulfilled and legal authorization has been obtained; There

are no false records misleading statements or major omissions. 3. The Company

guarantees that it will provide timely information about this transaction in accordance

with relevant laws and regulations relevant regulations of China Securities Regulatory

Commission and Shenzhen Stock Exchange ensure the authenticity accuracy and

completeness of such information and guarantee that there are no false records

misleading statements or major omissions. 4. The Company shall bear individual and

joint legal responsibilities for the authenticity accuracy and completeness of the

information provided or disclosed for this exchange. In case of any loss caused to

investors due to violation of the above commitments the Company will bear

corresponding liability for compensation according to law.

All directors

supervisors

and senior

management

personnel of

Guangdong

Expressway

Commitment

authenticity

accuracy and

completeness

of the

information

provided

1. The explanations commitment and information provided by the Promisee for this

transaction are authentic accurate and complete and there are no false records

misleading statements or major omissions. 2. The information provided by the Promisee

to the intermediaries that provide professional services such as auditing evaluation

legal and financial consulting for this transaction is authentic accurate and complete

original written information or duplicate information and the duplicate or photocopy of

the information is consistent with its original information or original copy; The

signatures and seals of all documents are authentic and the legal procedures required for

signing and sealing have been fulfilled and legal authorization has been obtained; There

are no false records misleading statements or major omissions. 3. The Promisee

guarantees that it will provide timely information about this transaction in accordance

with relevant laws and regulations relevant regulations of China Securities Regulatory

Commission and Shenzhen Stock Exchange ensure the authenticity accuracy and

completeness of such information and guarantee that there are no false records

misleading statements or major omissions. 4. If this transaction is suspected of false

November 25

2020

Permanently

effective

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

records misleading statements or major omissions in the information provided or

disclosed and is put on file for investigation by judicial organs or by China Securities

Regulatory Commission the transfer of its shares with interests in the listed company

will be suspended until the investigation conclusion of the case is obtained. 5. The

Promisee shall bear individual and joint legal responsibilities for the authenticity

accuracy and completeness of the information provided or disclosed for this exchange.In case of any loss caused to investors due to violation of the above commitments the

Promisee will bear corresponding liability for compensation according to law.

All directors

supervisors

and senior

management

personnel of

Guangdong

Expressway

About the

reduction plan

from the date

of disclosure

of the

announcement

of this

reorganization

to the

completion of

implementatio

From the date when the listed company disclosed this trading indicative announcement

to the completion of this transaction I will not reduce the shares of the listed company

directly or indirectly. If China Securities Regulatory Commission and Shenzhen Stock

Exchange have new regulations on reduction I will also strictly abide by such

regulations. If the above commitments are violated thus causing losses to the listed

company or other investors I promise that I will be liable for compensation to the listed

company or other investors according to law

November 25

2020

Completion of

this

transaction

Completio

n of

performan

All directors

supervisors

and senior

management

Commitment

on filling

measures to

dilute

1. I promise not to transfer benefits to other units or individuals without compensation

or under unfair conditions nor to damage the interests of the Company by other means.

2. I promise to restrain my job consumption behavior. 3. I promise not to use the assets

of the Company to engage in any investment and consumption activities unrelated to my

November 25

2020

Permanently

effective

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

personnel of

Guangdong

Expressway

immediate

reward

duties. 4. I promise that the salary system formulated by the Board of Directors or the

Remuneration Committee of Guangdong Expressway will be linked with the

implementation of the reward filling measures of Guangdong Expressway. 5. If

Guangdong Expressway plans to implement equity incentive I promise that the exercise

conditions of equity incentive of Guangdong Expressway to be announced will be

linked with the implementation of the reward filling measures. 6. In case of any loss

caused to Guangdong Expressway or its shareholders due to violation of the above

commitments or refusal to perform the above commitments I will bear corresponding

compensation responsibilities according to law.Guangdong

Provincial

Freeway

Co.Ltd.

Commitment

on avoiding

horizontal

competition

1. The Company and its holding subsidiaries will not use the controlling shareholder's

holding relationship with Guangdong Expressway to conduct business activities that

harm the legitimate rights and interests of Guangdong Expressway its minority

shareholders and its holding subsidiaries. 2. The Company and its holding subsidiaries

will not use the information obtained from Guangdong Expressway and its holding

subsidiaries to engage in the main business competing with Guangdong Expressway or

its holding subsidiaries and will not engage in any acts or activities that damage or may

damage the legitimate rights and interests of Guangdong Expressway its minority

shareholders and its holding subsidiaries. 3. If the Company and its holding subsidiaries

transfer any toll roads bridges tunnels and related ancillary facilities or rights invested

or managed by the Company to a company other than Guangdong Communications

Group Co. Ltd. and the company directly or indirectly controlled by it Guangdong

Expressway will be entitled to the preemptive right under the same conditions unless

the transferee is explicitly designated by the relevant government authorities under the

premise permitted by relevant laws and regulations. 4. In the future if the Company and

its holding subsidiaries invest in the construction of expressways parallel to or in the

same direction within 20 km from each side of the expressway controlled by Guangdong

June 262015

This letter of

commitment

is valid from

the date of

signing to the

date when the

Provincial

Expressway is

no longer

controlled by

the

controlling

shareholder of

Guangdong

Expressway

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

Expressway Guangdong Expressway will enjoy the priority of investment over

Guangdong Communications Group Co. Ltd. and its directly or indirectly controlled

companies except Guangdong Expressway and its holding subsidiaries except for the

projects whose investment entities are clearly designated by the relevant government

authorities under the premise permitted by relevant laws and regulations.Guangdong

Provincial

Freeway

Co.Ltd.

Commitment

maintaining

the

independence

of listed

companies

The Company will not damage the independence of Guangdong Expressway due to the

increase of shares held by the Company after the completion of this major asset

restructuring and will continue to maintain the principle of separation from Guangdong

Expressway in terms of assets personnel finance organization and business and

strictly abide by the relevant regulations of China Securities Regulatory Commission on

the independence of listed companies and will not use Guangdong Expressway to

provide guarantees nor occupy Guangdong Expressway funds illegally so as to

maintain and protect the independence of Guangdong Expressway and protect the

legitimate rights and interests of other shareholders of Guangdong Expressway.June 262015

This letter of

commitment

is valid from

the date of

signing to the

date when the

Provincial

Expressway is

no longer

controlled by

the

controlling

shareholder of

Guangdong

Expressway

Normal

performan

Guangdong

Provincial

Freeway

Co.Ltd.

Commitment

on reducing

and

standardizing

1. After the completion of this major asset restructuring the Company and the

companies directly or indirectly controlled by the Company and other related parties

will try to avoid related transactions with Guangdong Expressway and its holding

subsidiaries; Related transactions that are really necessary and unavoidable are carried

out in accordance with the principles of fairness equity and compensation of equal

June 26

2015

This letter of

commitment

is valid from

the date of

signing to the

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

transactions value. The transaction price is determined at a reasonable price recognized by the

market. The transaction approval procedures and information disclosure obligations are

performed in accordance with relevant laws regulations and normative documents and

the interests of Guangdong Expressway and its minority shareholders are effectively

protected. 2. The Company guarantees to exercise shareholders' rights and fulfill

shareholders' obligations in strict accordance with relevant laws and regulations rules

and normative documents promulgated by China Securities Regulatory Commission

business rules promulgated by Shenzhen Stock Exchange and Articles of Association of

Guangdong Provincial Expressway Development Co. Ltd. and it will not use the

controlling position of Guangdong Expressway's controlling shareholders to seek

improper benefits or damage the legitimate rights and interests of Guangdong

Expressway and its minority shareholders.

date when the

Provincial

Expressway is

no longer

controlled by

the

controlling

shareholder of

Guangdong

Expressway

Guangdong

Provincial

Freeway

Co.Ltd.

Commitment

authenticity

accuracy and

completeness

of the

information

provided

1. The information involved in the explanations and commitment provided by the

Company for this transaction are authentic accurate and complete and there are no false

records misleading statements or major omissions. 2. The information provided by the

Company to the intermediaries that provide professional services such as auditing

evaluation legal and financial consulting for this transaction is authentic accurate and

complete original written information or duplicate information and the duplicate or

photocopy of the information is consistent with its original information or original copy;

The signatures and seals of all documents are authentic and the legal procedures

required for signing and sealing have been fulfilled and legal authorization has been

obtained; There are no false records misleading statements or major omissions. 3. The

Company guarantees that it will provide timely information about this transaction in

accordance with relevant laws and regulations relevant regulations of China Securities

Regulatory Commission and Shenzhen Stock Exchange ensure the authenticity

accuracy and completeness of such information and guarantee that there are no false

November 25

2020

Permanently

effective

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

records misleading statements or major omissions.Guangdong

Communicatio

ns Group Co.Ltd.Guangdong

Provincial

Freeway

Co.Ltd.. Guangdong

Highway

Construction

Co. Ltd.

Guangdong

Communicatio

Development

Co. Ltd. and

Xinyue Co.Ltd.Statement and

commitment

on share

reduction plan

From the date when the listed company disclosed this trading indicative announcement

to the completion of this transaction the Company will not reduce the shares of the

listed company directly or indirectly. If China Securities Regulatory Commission and

Shenzhen Stock Exchange have new regulations on reduction the Company will also

strictly abide by such regulations. If the above commitments are violated thus causing

losses to the listed company or other investors the Company promise that it will be

liable for compensation to the listed company or other investors according to law. For

the Company's increased holdings of shares of listed companies due to issues such as

share offering by listed companies and conversion of capital reserve into share capital

the above commitment of not reducing its holdings will also be observed.November 25

2020

Completion of

this

transaction

Completio

n of

performan

Guangdong

Provincial

Freeway

Co.Ltd.

Commitment

maintaining

the

independence

The Company and the companies directly or indirectly controlled by the Company

except Guangdong Expressway and its holding subsidiaries will not damage the

independence of Guangdong Expressway due to the increase in the shares of

Guangdong Expressway held by the Company and the companies directly or indirectly

controlled by the Company except Guangdong Expressway and its holding subsidiaries

June 18

2015

This letter of

commitment

is valid from

the date of

signing to the

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

of listed

companies

after the completion of this major asset restructuring and will continue to maintain the

principle of separation from Guangdong Expressway in terms of assets personnel

finance organization and business and strictly abide by the relevant regulations of

China Securities Regulatory Commission on the independence of listed companies and

will not use Guangdong Expressway to provide guarantees nor occupy Guangdong

Expressway funds illegally so as to maintain and protect the independence of

Guangdong Expressway and protect the legitimate rights and interests of other

shareholders of Guangdong Expressway.date when the

Provincial

Expressway is

no longer

controlled by

the

controlling

shareholder of

Guangdong

Expressway

Guangdong

Communicatio

n Group Co.Ltd

Commitment

on avoiding

horizontal

competition

1. The Company and the companies directly or indirectly controlled by the Company

except Guangdong Expressway and its holding subsidiaries will not use the controlling

shareholder's holding relationship with Guangdong Expressway to conduct business

activities that harm the legitimate rights and interests of Guangdong Expressway its

minority shareholders and its holding subsidiaries. 2. The Company and the companies

directly or indirectly controlled by the Company except Guangdong Expressway and its

holding subsidiaries will not use the information obtained from Guangdong Expressway

and its holding subsidiaries to engage in the main business competing with Guangdong

Expressway or its holding subsidiaries and will not engage in any acts or activities that

damage or may damage the legitimate rights and interests of Guangdong Expressway its

minority shareholders and its holding subsidiaries. 3. If the Company and other

companies directly or indirectly controlled by the Company except Guangdong

Expressway and its holding subsidiaries transfer any toll roads bridges tunnels and

related ancillary facilities or interests invested or managed by the Company to

companies other than the Company directly or indirectly controlled by the Company

Guangdong Expressway shall be entitled to the preemptive right under the same

June 262015

This letter of

commitment

is valid from

the date of

signing to the

date when the

Provincial

Expressway is

no longer

controlled by

the

controlling

shareholder of

Guangdong

Expressway

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

conditions unless the transferee is explicitly designated by the relevant government

authorities under the premise permitted by relevant laws and regulations. 4. In the

future if the Company and the companies directly or indirectly controlled by the

Company except Guangdong Expressway and its holding subsidiaries invest in the

construction of expressways parallel to or in the same direction within 20 km from each

side of the expressway controlled by Guangdong Expressway Guangdong Expressway

will be entitled to the priority investment right compared with the Company and the

companies directly or indirectly controlled by the Company except Guangdong

Expressway and its holding subsidiaries except for the projects whose investment

entities are clearly designated by the relevant government authorities under the premise

permitted by relevant laws and regulations.Guangdong

Communicatio

n Group Co.Ltd

Commitment

on reducing

and

standardizing

transactions

1. After the completion of this major asset restructuring the Company and other

companies and other related parties directly or indirectly controlled by the Company

except Guangdong Expressway and its holding subsidiaries will try to avoid related

transactions with Guangdong Expressway and its holding subsidiaries; Related

transactions that are really necessary and unavoidable are carried out in accordance with

the principles of fairness equity and compensation of equal value. The transaction price

is determined at a reasonable price recognized by the market. The transaction approval

procedures and information disclosure obligations are performed in accordance with

relevant laws regulations and normative documents and the interests of Guangdong

Expressway and its minority shareholders are effectively protected. 2. The Company

guarantees to exercise shareholders' rights and fulfill shareholders' obligations in strict

accordance with relevant laws and regulations rules and normative documents

promulgated by China Securities Regulatory Commission business rules promulgated

by Shenzhen Stock Exchange and Articles of Association of Guangdong Provincial

Expressway Development Co. Ltd. and it will not use the controlling position of

June 182015

This letter of

commitment

is valid from

the date of

signing to the

date when the

Provincial

Expressway is

no longer

controlled by

the

controlling

shareholder of

Guangdong

Normal

performan

2020 Annual Report

Commitment

maker

Type Contents

Time of making

commitment

Period of

commitment

Fulfillment

controlling shareholders to seek improper benefits or damage the legitimate rights and

interests of Guangdong Expressway and its minority shareholders.