深圳南山热电股份有限公司
SHENZHEN NANSHAN POWER CO., LTD.
SEMI-ANNUAL REPORT 2009
Notice No. : 2009－042
August 3, 20092
Important Notice
The Board of Directors and its directors, Supervisory Committee and its supervisors,
senior executives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as
the Company) hereby confirm that there are no false recordation, misleading
statements or material omissions carried in this report, and shall take all
responsibilities, individually and/or jointly, for the reality, accuracy and completeness
of the whole contents.
No director, supervisor and senior executive stated that he (she) couldn’t ensure the
correctness, accuracy and completeness of the contents of the Semi-annual Report or
have objection to this report.
Vice Chairman of the Board Wang Jianbin did not present the meeting due to work,
but he entrusted director Li Hongsheng to attend and vote on his behalf; Director Yu
Chunling and Director Huang Fuhan did not present the meeting due to work, but
they both entrusted Chairman of the Board Yang Haixian to attend and vote on their
behalves.
The Semi-annual Financial Report 2009 of the Company has not been audited.
Chairman of the Board Yang Haixian, General Manager Mr. Fu Bo, CFO Lu
Xiaoping and Manager of Financial Management Dept. Huang Jian hereby confirm
the truthfulness and completeness of the Financial Report in the Semi-annual Report
2009.
This report is prepared in both Chinese and English. Should there be any difference
in interpretation between the two versions, the Chinese version shall prevail.
Paraphrase:
Full name of the companies Short form
Shenzhen Nanshan Power Co., Ltd. Company or the Company
Shenzhen Server Petrochemical Company Supplying Co.,
Ltd. Server Petrochemical Company
Shenzhen New Power Industrial Co., Ltd. New Power Company
Shennan Energy (Singapore) Co., Ltd. Singapore Company
HONG KONG SYNDISOME CO., LIMITED Syndisome Company:
Shenzhen Shennandian Combustion Engines Engineering
Technology Co., Ltd. Shennandian Engineering Company
Shennandian (Zhongshan) Electric Power Co., Ltd. Shennandian (Zhongshan) Company
Shennandian (Dongguan) Weimei Electric Power Co.,
Ltd. Shennandian (Dongguan) Company
Shenzhen Shennandian Envionment Protection Co., Ltd. Shennandian Envionment Protection
Company
Anhui Province Tongling Wanneng Power Generation
Co., Ltd. Tongling Wanneng Company
Shenzhen Energy Envionment Protection Engineering
Co., Ltd. Energy Envionment Protection Company
Nanshan Power Plant of Shenzhen Nanshan Power Co., Nanshan Power Plant3
Ltd.
Zhongshan Nanlang Power Plant of Shennandian
(Zhongshan) Electric Power Co., Ltd Zhongshan Nanlang Power Plant:
Dongguan Gaobu Power Plant of Shennandian
(Dongguan) Weimei Electric Power Co., Ltd Dongguan Gaobu Power Plant
Zhongshan Power Plant Co., Ltd. (changed its name into
“Zhongshan Shenzhong Real Estate Investment Property
Co., Ltd.”)
Zhongshan Power Plant(Shenzhong
Property Company)
Zhongshan Zhongfa Power Co., Ltd.( changed its name
into “Zhongshan Shenzhong Real Estate Development
Co., Ltd.”)
Zhongfa Power Company(Shenzhong Real
Estate Company)
Jiangxi Zhongdiantou Xinchang Power Co., Ltd. Jiangxi Xinchang Company
China Securities Regulatory Commission. CSRC
Shenzhen Securities Regulatory Bureau of CSRC Shenzhen Securities Regulatory Bureau
Shenzhen Stock Exchange Shenzhen Stock Exchange
Securities Times, China Securities Journal and Hong
Kong Wen Wei Po Designated Newspapers
RMB: Unless otherwise specified, the standard currency in the financial data or unit
refers to Renminbi.4
Content
I.Company Profile----------------------------------------------------------------5
II.Changes in Share Capital and Particulars about Shareholders----------7
III. Particulars about Directors, Supervisors and Senior Executives------9
IV.Report of the Board of Directors -----------------------------------------10
V.Significant Events------------------------------------------------------------14
VI.Financial Report (un-audited) --------------------------------------------20
VII.Documents Available for Reference-------------------------------------205
I. Company Profile
(I) Basic Information
1. Legal Name of the Company:
In Chinese: 深圳南山热电股份有限公司
In English: Shenzhen Nanshan Power Co., Ltd.
2. Stock Exchange Listed with: Shenzhen Stock Exchange
Short Form of the Stock and Stock Code: Shen Nan Dian A 000037
Shen Nan Dian B 200037
3. Registered Address: No.18 Yueliangwan Avenue, Nanshan District, Shenzhen,
Guangdong Province
Office Address: 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen,
Guangdong Province
Post Code: 518053
Website: http://www.nsrd.com.cn
E-mail: public@nspower.com.cn
4. Legal Representative: Yang Haixian
5. Secretary of the Board: Hu Qin
Tel / Fax: (086)755-26948888, 26003684
E-mail: investor@nspower.com.cn
Contact address: 17/F, Hantang Building, OCT, Nanshan District, Shenzhen,
Guangdong Province
6. Website for Information disclosure: http: //www.cninfo.com.cn
Newspapers Designated for publishing notices: China Securities Journal,
Securities Times and Hong Kong Wen Wei Po
Place Where the Semi-Annual Report is Prepared and Placed: Secretariat of the
Board
7. Other Relevant Information:
Initial Registration Date: April 6, 1990
Initial Registration Venue: Nanshan Jiaozui, Nanshan District, Shenzhen
Registration Place after the Change: No.18 Yueliangwan Avenue, Nanshan
District, Shenzhen
Registration code of the corporate business license for enterprise legal person:
440301501125497
Registration code of tax.: YSW Zi No. 440305930100069 (14)
(II) Major Financial Data and Indexes
1. Major accounting data and financial indexes
Unit: RMB
At the end of this
report period
At the period-end of
last year
Increase/decrease at
the end of this6
report period
compared with that
in period-end of last
year (%)
Total assets 4,990,219,638.46 4,985,939,525.71 0.09%
Owners’ equity attributable to shareholders
of the listed company 1,834,133,883.96 1,773,172,227.76 3.44%
Share capital 602,762,596.00 602,762,596.00 0.00%
Net assets per share attributable to
shareholders of the listed
company(RMB/Share)
3.04 2.94 3.40%
This report period
(Jan. to Jun.)
The same period of
last year
Increase/decrease in
this report period
year-on-year (%)
Total operating income 878,653,990.33 1,948,871,592.26 -54.91%
Operating profit -104,958,219.59 -833,425,995.50 -87.41%
Total profit 75,241,843.20 61,108,428.50 23.13%
Net profit attributable to shareholders of
the listed company 60,961,656.20 30,263,291.14 101.44%
Net profit attributable to shareholders of
the listed company after deducting
non-recurring gains and losses
59,856,559.41 -21,676,786.64 -376.13%
Basic earnings per share (RMB/Share) 0.101 0.05 102.00%
Diluted earnings per share (RMB/Share) 0.101 0.05 102.00%
Return on equity (%) 3.32% 1.71% 1.61%
Net cash flow arising from operating
activities 23,093,133.77 -312,548,473.58 -107.39%
Net cash flow per share arising from
operating activities (RMB/Share) 0.04 -0.52 -107.39%
2. Non-recurring ganis or losses
Unit: RMB
3. Appendix table for profit statement of the report period
Return on equity（%） Earnings per share（RMB）
Profit for the report period
Fully diluted Weighted
average
Basic earnings
per share
Diluted earnings
per share
Net profit attributable to
shareholders of ordinary shares of
the Company
3.32% 3.32% 0.101 0.101
Net profit attributable to
shareholders of ordinary shares of
the Company after deducting
non-recurring gains and losses
3.26% 3.26% 0.099 0.099
4.There is no asset depreciation happened in the report period.
Non-reccurring ganis or losses Amount
Income from the disposal of non-current asset 53,009.80
Net amount of other non-operating income and expense 1,062,688.96
Impact on income tax of non-recurring gains and losses -10,601.96
Total 1,105,096.807
5. Difference under CAS and IAS
In the report period, there were no differences between net profit attributable to
shareholders of listed company and the owners’ equities calculated based on CAS
and IAS.
II. Change in Share Capital and Particulars about Shareholders
(I) Changes in share capital
1. Statement of changes in shares (Ended June 30, 2009)
Unit: Share
Before the Changes Increase/Decrease in the
Change (+, -) After the Change
Content
Amount Proportion
(%) Bonus shares Other Amount Proportion
(%)
I. Restricted shares 105,385,433 17.484 -105,372,440 12,993 0.002
1. State-owned shares
2. State-owned legal
person’s shares 105,372,440 17.482 -105,372,440 0 0
3. Other domestic shares
Including: Domestic
non-state-owned legal
person’s shares
Domestic natural
person’s shares
4. Foreign shares
Including: Foreign legal
person’s shares
Foreign natural person’s
shares
5. Senior executives’
shares 12,993 0.002 12,993 0.002
II. Unrestricted shares 497,377,163 82.516 +105,372,440 602,749,603 99.998
1. RMB Ordinary shares 233,522,717 38.742 +105,372,440 338,895,157 56.224
2. Domestically listed
foreign shares 263,854,446 43.774 263,854,446 43.774
3. Overseas listed foreign
shares
4. Others
III. Total shares 602,762,596 100 602,762,596 100
Note: A shares with restricted conditions held by relevant nontradable shareholders
of the Company in former A-stock market (Shenzhen Guangju Electronic Investment
Co., Ltd. and Shenzhen Energy Group Co., Ltd.) after Shsare Merger Reform have
been all released restrictions for trading on May 27, 2009. (For details, please see
the Notice with No.: 2009-031)
(II) Particulars on shares held by top ten shareholders and top ten shareholders with
unrestricted conditions
Ended by the report period, the Company had totally 34,898 shareholders, of them,
21,344 shareholders of A-share, and 13,554 shareholders of B-share.8
Unit: Share
Total amount of shareholders 34,898
Particulars about the shares held by the top ten shareholders
Full Name of shareholder Nature of
shareholders
Proportion
of shares
held
Total amount
of shares held
Amount of the
restricted shares
held
Amount of
shares pledged
or frozen
SHENZHEN GUANGJU ELECTRONIC
INVESTMENT CO., LTD
State-owned
legal person 20.94% 126,242,235 0 0
HONG KONG NAM HOI
(INTERNATIONAL) LIMITED
Foreign
legal person 15.28% 92,123,248 0 0
BNP P P/PAND INVESTMENT CO., LTD. Foreign
legal person 11.08% 66,811,194 0 0
SHENZHEN ENERGY (GROUP) CO., LTD. State-owned
legal person 10.80% 65,106,130 0 0
STATE GRID SHENZHEN ENERGY
DEVELOPMENT (GROUP) CO., LTD.
State-owned
legal person 8.60% 51,826,774 0 0
MORGAN STANLEY &
CO.INTERNATIONAL PLC
Foreign
legal person 3.01% 18,128,286 0 Unknown
YANG SHI MIN Natural
person 0.41% 2,498,210 0 Unknown
NAITO SECURITIES CO., LTD. Foreign
legal person 0.28% 1,713,332 0 Unknown
TOYO SECURITIES ASIA LIMITED-A/C
CLIENT.
Foreign
legal person 0.27% 1,616,725 0 Unknown
YAN TIAN GONG Natural
person 0.26% 1,586,700 0 Unknown
Particulars about the shares held by the top ten unrestricted shareholders
Full Name of shareholder Amount of unrestricted shares held Type of shares
SHENZHEN GUANGJU ELECTRONIC
INVESTMENT CO., LTD 126,242,235 RMB ordinary share
HONG KONG NAM HOI
(INTERNATIONAL) LIMITED 92,123,248 Domestically listed foreign
share
BNP P P/PAND INVESTMENT CO., LTD. 66,811,194 Domestically listed foreign
share
SHENZHEN ENERGY (GROUP) CO., LTD. 65,106,130 RMB ordinary share
STATE GRID SHENZHEN ENERGY
DEVELOPMENT (GROUP) CO., LTD. 51,826,774 RMB ordinary share
MORGAN STANLEY & CO.
INTERNATIONAL PLC 18,128,286 Domestically listed foreign
share
YANG SHI MIN 2,498,210 Domestically listed foreign
share
NAITO SECURITIES CO., LTD. 1,713,332 Domestically listed foreign
share
TOYO SECURITIES ASIA LIMITED-A/C
CLIENT. 1,616,725 Domestically listed foreign
share
YAN TIAN GONG 1,586,700 Domestically listed foreign
share
Explanation on associated relationship among
the top ten shareholders or consistent action
1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities
of Hong Kong Nam Hoi (International) Limited;
2. Among other social public shareholders, the Company did not know
whether there were associated relationships or belonging to consistent
actors.
(III) The Company has no controlling shareholder and actual controller, and this
situation remains unchanged in the report period.9
III. Particulars about Directors, Supervisors and Senior Executives
(I) There were no changes of shares held by directors, supervisors and senior
executives of the Company.
(II) Changes of directors, supervisors and senior executives in the report period.
On Jan. 21, 2009, the 1st Extraordinary Shareholders’ General Meeting 2009
examined and approved the Proposal on Changing Director, in which Mr. Zhong
Chengli was agreed to not take the post of Director of the Board of the Company due
to hist retirement, and Mr. Li Hongsheng was elected as the Director of the 5th Board
of the Company.
On May 5, 2009, Mr. Li Li, Mr. Huang Shaoji and Mr. Li Yongsheng respectively
resigned their posts of Vice-chairman, Director and Supervisor for personal reaons;
after resignation, they did not take other posts of the Company.
On June 11, 2009, the 19th meeting of the 5th Supervisory Committee of the
Company approved the Proposal on Changing Supervisor, in which Mr. Zhang
Yanmin was agreed to not take the post of the Supervisor of the 5th Supervisory
Committee of the Company due to work, and agreed Mr. Wang Difei to be the
candidate for the supervisor of the 5th Supervisory Committee. The aforementioned
proposal still needs to submit Shareholders’ General Meeting of the Company for
discussion.
IV. Report of the Board of Directors
(I) Overall operation of the Company in the report period
In the first half year of 2009, influenced by the continuous spread of the international
economic crisis, power demand in Guangdong province, even for the whole nation,
has sharply decreased. From January to June, the total power used by Guangdong
province for social purpose accumulated to 157.693 billion kwh, only 4.45% down
over the same period of last year; While due to increase in external power demand
coming from West Power Delivering to the East, the total power generated by the
whole province reached at 114.47 billion kwh, 15.55% decrease over the same period
of last year; Power to grid from Shenzhen decreased by 44.94% which was much
over than the decrease rate of provincial power burthen. Besides, with the
implementation of policy-saving energy for power generation, power generated by
9E gas-turbine machine sets of Guangdong province decreased by 55.32% from
January to June, especially serious for the first quarter, decreased by 70.34%. Though
the declining rate for the second quarter became smaller, it was still very hard to
shoot for power. From January to June, the power plant that the Company owned
totally generated 1.516 billion kwh power, 46.28% down over the same period of last
year. In front of such bad external environment, the Company took close eyes on
price tendency of fuel in international market; taking the good chance of sharply
falling price of natural gas, the Company strengthened safety operation and
economic generation; meanwhile, on the basis of practically making construction for
cycle economic projects and investment in project in Xinchang, Jiangxi, the
Company also made overall emend and improvement for its internal control system;10
actively conformed inventory assets, optimized industry structure, enhanced
risk-fighting ability, searched broadly for investment chance in nuclear power project
as well as sought for long-term sustainable development.
In the report period, due to great shrink of power generation, the Company
accumulatively realized operation income of RMB 878.654 million, 54.91% down
over the same period of last year, among which: RMB 875.8625 million was realized
by production and supply of electric power, steam and heat water, 49.27% down over
the same period of last year, and RMB 2.7915 million for other industries, 98.74%
down over the same period of last year. Since fuel cost had dropped greatly, main
business profit realized by production and supply of electric power, steam and heat
water amounted to RMB 18.6276 million, 42.37% up over the same period of last
year, and RMB -1.9616 million for other industries, 75.19% down over the same
period of last year; the net profit attributable to owners of parent company amounted
to RMB 60,961,600, 101.44% up over the same period of last year; earnings per
share amounted to RMB 0.1, 101.44 % up over the same period of last year.
1. Statement of main operations classified according to industries and products
Unit: RMB’0000
Main operations classified according to industries
Classified according
to industries or
products
Operating
revenue
Operating
cost
Gross profit
ratio (%)
Increase or
decrease of
operating
revenue over
the last same
period of last
year (%)
Increase or
decreaseof
operating cost
over the last
same period
of last year
(%)
Increase or decrease
of gross profit ratio
over the last same
period of last year (%)
Production and
supply of electric
power, steam and
heat water
87,586.25 85,723.49 2.13% -49.27% -64.59% Increased 42.37
percentage points
Other industries 279.15 475.31 -70.27% -98.74% -97.75% Decreased 75.19
percentage points
Main operations classified according to products
Power production 87,147.98 84,703.70 2.80% -48.79% -64.58% Increased 43.30
percentage points
Steam production 438.27 1,019.79 -132.68% -82.17% -66.05% Decreased 110.46
percentage points
Engineering
contract 190.10 416.34 -119.01% -91.04% -48.82% Decreased 180.68
percentage points
Others 89.05 58.97 33.78% -99.56% -99.71% Increased 34.84
percentage points
Including: In the report period, the total related transaction amount that the listed
Company sold products and provided labor forces to the controlling shareholders and
its subsidiaries totaled to RMB 0.00.
2. Statement of main operations classified according to areas
Unit: RMB’0000
Areas Income from operations
Increase/decrease in income
from operations over the same
period of last year (%)
Shenzhen 50,889.03 -57.52%
Zhongshan 16,311.37 -52.29%11
Dongguan 20,665.00 -49.47%
3. In the report period, the main operation and its structure of the Company did not
have significant change over the same period of last year.
4. Reason for significant change happened to the gross profit ratio of the report
period over the same period of last year: great drop in fuel cost.
5. In the report period, reason for significant change happened to profit composing
over the same period of last year: due to the great drop in fuel cost, profit gained
from power supply climbed greatly, which relatively brought its great advances in
proportion of profit composing.
6. In the report period, no other operation activities which had material influence
upon profit occurred.
7. In the report period, the Company received no investment income which
influenced net profit of the Company over 10%, from its share-participation
company.
8. Problems and difficulties in operation:
In the report period, influenced by the continuous spread of the international
economic crisis, power demand in Guangdong province has sharply decreased. The
following factors made it extremely hard for the Company to shoot for power
generation amount: operation of new machine sets in Guangdong province; high
burthen for power transfer from west to east as well as economic attemper policy.
Serious delay of subsidy for processing fuel and oil increased capital turnover
pressure of the Company, correspondingly, capital application cost also increased.
Besides, the State started to toll fuel tax on fuel oil, which further raised the
Company’s production cost. All the aforementioned factors brought huge pressures to
the Company for operation and production.
(II) Investment in the report period
1. Application of raised proceeds
In the report period, the Company neither raised proceeds, nor had proceeds raised in
former periods but extended to use in the report period.
2. Investment of non-raised proceeds
(1) Cycle economy project
○1 Particulars about Nanshan Power Plant
The drying up sludge project: civil construction has been basically finished;
installation has started at end of May of this year, and till now, 70% of the plan has
been finished. During the report period, the Company has not increased investment;
till Jun. 30th, 2009, the Company had totally poured RMB 46.34 million for this
investment and actually finished total investment amount of RMB 87.32 million.
Combined supply of cold and heat power project: civil construction of demonstration
project has been almost finished and went into integrated adjust step in later times of
July. The design scheme of cooling water pipe network outside the factory for the
demonstration project-combined supply with cool, heat as well as power has
acquired principle agreement and approval from the branch bureau directly under
Shenzhen Municipal Planning Bureau. The initial scheme of cooling supply designed
for Shenzhen University Normal College Middle School, the significant user outside
the demonstration project has been completed. With discussion and approval from12
the 21st meeting of the 5th board of directors of the Company, the Company was
agreed to establish a project company exclusively, and relevant industrial and
commercial registration procedures are being transacted. In the report period, the
Company added RMB 3.0412 million in this investment; till June 30th of 2009,
totally RMB 5.7034 million has been input in this project.
○2 Progress of the cycle economy project in Shennandian (Zhongshan) Company: for
the phase-I project of combined supply of power and heat, the routing measure works
have been basically finished; the basic route for heat supply pipe network has been
ensured. At present, the detail measure is being done.
(2) Project in Xinchang, Jiangxi province
Until June 30th of 2009, the contruction of project is wholly progressing well, and it
is predicted that the first machine set would be input for operation at the end of this
year according to the plan. In the report period, the Company added RMB 67.7143
million in this investment; till June 30th of 2009, the Company accumulatively
invested RMB 146,571,400.
(III) Operation plan for the later half year
Due to the financial crisis, it remains extremely hard for operation in the later half
year. The Company will continue to carry forward the spirit of brawniness and
striving, keep sober for the situation, unify its thought and carry out various works
earnestly and practically.
1. The 3rd quarter is the key step for power generation across the whole year. The
Company will continue to strengthen management in safety and economy, hold
firmly safety production and economic operation of its subsidiary power plants, and
make well of operation and maintenance of power generation equipments.
2. The Company will promote construction of cycle economy projects, ensuring that
the projects could be able to run as scheduled with high standard and striving for
formation of obvious demonstration effect; meanwhile, it actively develops potential
investment opportunity, seeking for long-term sustainable development.
3. The Company actively communicates with the various supervising departments of
the government, to promote continuous execution of the present subsidy policy for
electricity price in Guangdong province and Shenzhen, strengthen power in tolling
electricity fee and subsidy for power generation.
4. On the basis of taking spot sourcing of gas in the market and striving for
increasing proportion that natural gas takes in power generation as big as possible in
the 3rd quarter, the Company carries out negotiation with China National Offshore
Oil Corp for Qatar Long-term Contract on Natural Gas. .
5. The Company further perfects the internal control system and risk supervising &
control system, aiming to enhance its operation administration level and
risk-prevention ability.
(IV) Speical explanations by the Board of Directors on the matters involved in
non-standard qualified opinion issued by CPAs.
In year 2008, PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. issued qualified
auditor’s report with paragraph of emphasized matters for the Company. During the
report period, the matters involved in non-standard qualified opinion has not any
progress (for details, refer to the notice dated April 9, 2009 with Notice No. 2009－
019).13
V. Significant Events
(I) Actual administration of the Company
In the report period, the Company operated in law and standardized its operation
continuously in accordance to Company Law, Securities Law, and Governing
Principle for listed Companies, and Opinion on Improving Quality of Listed
Companies, Management Method on Information Disclosure of Listed Company as
well as Listing Rules for Stock in Shenzhen Stock Exchange. The actual corporate
management structure basically accorded with the regulations of relevant standard
documents on administration of listed company issued by CSRC. Till the end of the
report period, the four special committees including the Strategy and Investment
management Committee, Remuneration and Examination Committee, Nomination
Committee and Audit Committee had well developed relevant work.
At present, the Company is revising and enlarging relevant inner control system,
constantly complementing and perfecting corporate management structure to form
effective balance relationship of authority institution, decision-making institution,
supervisory institution and execution institution, therefore keep the operation
constantly improving.
(II) Profit distribution plan and its execution
There was no profit distribution plan, plan on public reserve conversion into shares
or new share issuing plan implemented in the report period which was drawn in the
past.
In the first half of 2009, there was no profit distribution preplan or plan on public
reserve conversion into shares.
There was no equity incentive proceeding.
(III) In the report period, has not got involved in significant lawsuits and arbitration;
the Company holds no equity of other listed companies, and equity of financial
enterprise such as share-joining commercial bank, Securities Company, insurance
company, trust company and Futures Company.
(IV) Purchase and sale of assets and enterprise combination in the report period
On Apr. 29, 2009, the Company held the Annual Shareholders’ Meeting 2008, which
approved Proposal on Related Transaction of Shenzhen Energy Group Co., Ltd.
Purchasing Small Thermal Power Generating Unit Which Were Shut Down by the
Company with the total amount of RMB 27,846,000 and it’s expected to produce
profit of RMB 26.4 million (Details could be found in Notice No. 2009-017 and
2009-028). During the report period, part contracts have been signed, but the
transaction has not accomplished.
(V) Significant related transaction in the report period
I. Daily related transaction in the report period
(1) Pipeline using fee paid to related parties
① Transaction scale
Jan.-Jun., 2009 Jan.-Jun., 2008
Name of enterprise Amount
(RMB’0000)
Proportion
taken in total
Amount
(RMB’0000)
Proportion
taken in total
Shenzhen Mawan Power Co., Ltd. 43.00 100% 101.15 100%14
② Confirmation reference of purchasing price
It is confirmed referring to market price.
(2) Dock using fee paid to related parties
①Transaction scale
Jan.-Jun., 2009 Jan.-Jun., 2008
Name of enterprise Amount
(RMB’0000)
Proportion
taken in
total
Amount
(RMB’0000)
Proportion
taken in
total
Shenzhen Moon Bay Oil Port Co., Ltd. 421.90 100% 611.73 100.00%
② Confirmation reference of purchasing price
It is confirmed referring to market price.
2. In the report period, related transactions of asset purchasing and selling occurred
For details, refers to the Significant Events (IV) Purchase and sale of assets and
enterprise combination in the report period.
3. Current related liabilities and debts
Unit: RMB’0000
Supply funds to related parties by
listed company
Supply funds to listed company
Related parties Occurred by related parties
amount Balance Occurred
amount Balance
Shenzhen Shennandian Gas Engines
Engineering Technology Co., Ltd 52.00 2,129.00
Shennandian (Zhongshan) Power Co.,
Ltd. 760.00 27,016.00
Zhongshan Shenzhong Real Estate
Development Co., Ltd. 1,416.00 58,533.00
Shenzhen Server Petrochemical
Supplying Co., Ltd. -862.00 5,593.00 370.00 1,472.00
Shennandian (Dongguan) Weimei
Electric Power Co., Ltd 6,492.00 25,166.00
Shenzhen New Power Industrial Co.,
Ltd. -584.00 14,923.00
Shenzhen Shennandian Environment
Protection Co., Ltd. 358.00 200.00
Total 7,806.00 116,308.00 196.00
18,724.00
Among which: in the report period, the occupied occurring amount and balance that
listed company provided capital to its shareholders and subsidiaries were
respectively RMB 0.00 and RMB 0.00.
(VI) Significant contracts of the Company and its implementation
1. During the report period, except that Shenzhen New Power Industrial Co., Ltd.
continues to entrust the Company to manage and operate the assets of project of
power generating with waste heat, the Company has not trusted, contracted and
leased other companies’ assets nor has other companies trusted, contracted and leased
asset of listed company.
2. There is no other material contract in the report period.15
3. During the report period, the Company has not entrusted others to manage cash
assets.
4. Significant guarantee
Unit: RMB’0000
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling
subsidiaries)
Name of the
Company
guaranteed
Date of happening
(Date of signing
agreement)
Amount of
guarantee
Guarantee
type
Guarantee
term
Complete
Implementation
or not
Guarantee for
related party
(Yes or no)
Naught － － － － － －
Total amount of guarantee in the report period
Total balance of guarantee at the end of the report
period (A)
Guarantee of the Company for the controlling subsidiaries
Total amount of guarantee for controlling
subsidiaries in the report period 90,157.44
Total balance of guarantee for controlling
subsidiaries at the end of the report period (B) 90,157.44
Particulars about the external guarantee of the Company (Including the guarantee for the controlling
subsidiaries)
Total amount of guarantee (A+B) 90,157.44
The proportion of the total amount of guarantee in
the net assets of the Company 48.69%
Including:
Amount of guarantee for shareholders, actual
controller and its related parties (C)
The debts guarantee amount provided for the
guarantee of which the assets-liability ratio
exceeded 70% directly or indirectly (D)
51,557.44
Proportion of total amount of guarantee in net
assets of the Company exceeded 50%(E)
Total amount of the aforesaid three
guarantees*(C+D+E) 51,557.44
(VII) Special explanation and independent opinion issued by independent directors
on capital occupancy and external guarantee of related parties of the Company
According to ZJF No. 56 Notice (2003) on Standardizing Capital Current between
Listed Company and Related Parties and External Guarantee of Listed Company,
SZJFZ No. 338 Notice (2004) on Strengthening Capital Occupancy of Listed
Company and Out-of-line Guarantee Information Disclosure as well as ZJF No. 120
Notice (2005) on Standardizing External Guarantee of Listed Company, and with
knowledge and data inquiry of the Company, we issued the following special
explanation and opinion for the current capital occupancy and external guarantee of
related parties of the Company:
Until Jun. 30, 2009, the current capital between the Company and its controlling
shareholders, subsidiaries and other related parties all belong to normal
non-operating current capital, and no related parties occupy the Company’s capital
out of line.
Until Jun. 30, 2009, the balance of external guarantee of the Company amounts to
RMB 901,574,400 (belong to guarantee for its controlling subsidiaries for their bank
loans). The Company and its controlling subsidiaries have not provided guarantee for16
its shareholders, other related parties, any non-legal unit or individual; earnestly
implemented its obligation for disclosing information of external guarantee.
(VIII) The commitment made by the original non-tradable shareholders in the share
merger reform is legal commitment: from the day of implementation of the reform,
the original non-circulating shares should not be traded or transferred within 12
months; after the aforementioned time limitation was due, sell the original
non-tradable shares through listing in stock exchange, the sales volume should be no
more than 5% of the total shares of the Company within 12 months and no more than
10% within 24 months.
During the report period, the shareholders holding more than 5% (5% included)
shares of the Company strictly implement relevant commitment.
Besides, during the report period, the shareholders holding more than 5% (5%
included) shares of the Company have not made commitment or previous
commitment but lasting till the report period which brought significant influence to
the Company’s operation achievement and financial status.
(IX) Till the end of this report period, shareholders holding more than 5% shares of
the Company have no commitment on share restriction for trading, such as willingly
extended restricted term of shares, and set or elevated the lowest price of
decreasing-holding, etc.
(X) Reception for investigation, communication and interview
Reception
date
Reception
place
Way of
reception Object received Discussion issue and offered
information
February 28,
2009 The Company Spot
investigation
Industry Analyst from Finance
and Industry Institute of
Northeast Securities Co., Ltd.
General status of the
Company
(XI) During the report period, no director, supervisor, senior executive, shareholder,
actual controller and the Company has received investigation from CSRC,
administrative punishment and public criticize from CSRC, punishment from other
administrative department, public blame and justice compulsive measure from stock
exchange.
(XII) Index for the information of the Company
During the report period, the designated newspapers for information disclosure are
China Securities Journal, Securities Times, and Hong Kong Wen Wei Po and the
website is Juchao Information Website (http://www.cninfo.com.cn).
Time Content
Newspapers carrying the
information and the detail
Page
January 6th of 2009 Notice on Resolutions of the Extraordinary Meeting
of the 5th Board of Directors
Securities Times Page B7,
China Securities Journal Page
C12, Hong Kong Wen Wei Po
Page B1
January 22nd of 2009 Notice on Resolution of the 1st Temporary
Shareholders’ General Meeting for 2009
Securities Times Page D9,
China Securities Journal Page
B08, Hong Kong Wen Wei Po
Page B2
January 23rd of 2009 Notice on Performance Forcast Securities Times Page B8,17
China Securities Journal Page
A04, Hong Kong Wen Wei Po
Page B9
February 13th of 2009 Notice on Clarification
Securities Times Page D4,
China Securities Journal Page
C12, Hong Kong Wen Wei Po
Page B3
February 25th of 2009
Notice on Influence of Increasing Tax Amount Per
Unit of Fuel Oil and Diesel Consumption Tax on the
Company
Securities Times Page B8,
China Securities Journal Page
D005, Hong Kong Wen Wei
Po Page A24
March 18th of 2009 Notice on Clarification
Securities Times Page B11,
China Securities Journal Page
B04, Hong Kong Wen Wei Po
Page B11
March 19th of 2009
Notice on Processing Fee Charging Criteria
Adjustment of the Company’s Controlling
Subsidiaries
Securities Times Page A10,
China Securities Journal Page
B08, Hong Kong Wen Wei Po
Page A19
March 21st of 2009
Notice of Resolutions of the Extraordinary Meeting of
the 5th Board of Directors; Notice on Holding the 2nd
Temporary Shareholders’ Meeting for 2009; Notice
on Loan Guarantee for Shennandian (Zhongshan)
Electric Power Co., Ltd. respectively by Shennandian
and its Holding Subsidiaries
Securities Times Page B17,
China Securities Journal Page
C004, Hong Kong Wen Wei
Po Page A59
April 4th of 2009
Persistent Notice on Debt Restrucring, Asset
Revitalization and Corporation Transformation of the
Subsidiaries Zhongshan Power Plant Co., Ltd and
Zhongshan Zhongfa Power Co., Ltd
Securities Times Page B13,
China Securities Journal Page
C012, Hong Kong Wen Wei
Po Page B7
April 8th of 2009 Notice on Resolution of the 2nd Temporary
Shareholders’ Meeting for 2009
Securities Times Page A8,
China Securities Journal Page
C12, Hong Kong Wen Wei Po
Page B2
April 9th of 2009
Notice of Resolutions of the 17th Meeting of the 5th
Board of Directors; Notice of Resolutions of the 17th
Meeting of the 5th Supervisory Committee; Notice on
Holding the 2009 Annual Shareholders’ General
Meeting; Notice on Related Transaction of Shenzhen
Energy Group Co., Ltd. Purchasing Small Thermal
Power Generating Unit Which Were Shut Down by
the Company; Annual Report and its Summary of
2008 (Chinese and English versions)
Securities Times Page D36 ,
37, China Securities Journal
Page 028, Hong Kong Wen
Wei Po Page A19-22
April 25th of 2009
Notice of Resolutions of the 18th Meeting of the 5th
Board of Directors; Notice of Resolutions of the 18th
Meeting of the 5th Supervisory Committee
Securities Times Page B33,
China Securities Journal Page
C014, Hong Kong Wen Wei
Po Page A11
April 30th of 2009 Notice of Resolutions of 2008 Annual Shareholders’
General Meeting
Securities Times Page D015,
China Securities Journal Page
D005, Hong Kong Wen Wei
Po Page B2
May 7th of 2009 Notice on Resignation of the Directors; Notice on
Resignation of the Supervisors
Securities Times Page A19,
China Securities Journal Page
D004, Hong Kong Wen Wei
Po Page B2
May 26th of 2009 Suggestive Notice on Releasing Share Restriction for
Trading
Securities Times Page D11,
China Securities Journal Page
D008, Hong Kong Wen Wei18
Po Page A26
June 13th of 2009 Notice of Resolutions of the 19th Meeting of the 5th
Supervisory Committee
Securities Times Page B12,
China Securities Journal Page
C012, Hong Kong Wen Wei
Po Page B2
June 20th of 2009 Notice of Resolutions of the 20th Meeting of the 5th
Board of Directors
Securities Times Page B1,
China Securities Journal Page
C003, Hong Kong Wen Wei
Po Page B4
July 3rd of 2009 Notice of Resolutions of the 21st Meeting of the 5th
Board of Directors
Securities Times Page B8,
China Securities Journal Page
D008, Hong Kong Wen Wei
Po Page B5
VI. Financial Report (Un-audited)
The 2009 Semi-annual Financial Report is un-audited (attached).
VII. Documents Available for Reference
(I) Semi-annual Report of 2009 carried with the personnel signature of Legal
Representative;
(II) Accounting Statements carried with the signature and seals of the Legal
Representative, General Manager and C.F.O.;
(III) All the originals of the Company’s documents and public notices disclosed in
Securities Times, China Securities Journal and Hong Kong Wen Wei Po in the report
period;
(IV) Place for inspection: Secretariat to the Board of Director of the Company.
Board of Directors of
Shenzhen Nanshan Power Co., Ltd.
August 3, 200919
Shenzhen Nanshan Power Co., Ltd.
(Hereinafter referred to as "NSRD" or "the Company")
Semi-Annual of Year 2009
Financial Statements & Notes20
Shenzhen Nanshan Power Co., Ltd.
Consolidation and Balance Sheet of Parent Company as of June 30, 2009
Unit: RMB
Merger Parent Company
Assets
June 30, 2009 Dec. 31, 2008 June 30, 2009 Dec. 31, 2008
Current assets:
Monetary funds 241,218,144.34 429,507,715.29 18,129,372.96 29,272,846.21
Notes receivable - 2,626,222.50
Accounts receivable 506,858,643.18 339,893,125.56 159,783,884.13 114,758,696.74
Accounts paid in advance 34,282,307.82 67,011,796.04 14,740,853.51 5,391,749.58
Interest receivable - - - -
Dividend receivable - - 597,875,904.41 597,875,904.41
Other receivables 16,236,630.02 16,177,663.50 1,169,106,009.89 1,092,405,738.66
Inventories 1,282,510,849.84 1,292,492,515.40 193,036,285.90 200,016,725.06
Other current assets - - - -
- -
Total current assets 2,081,106,575.20 2,147,709,038.29 2,152,672,310.80 2,039,721,660.66
Non-current assets: - -
Long-term account receivable - -
Long-term equity investment 226,083,229.00 154,568,943.00 716,606,078.76 645,091,792.76
Investment property 8,482,946.67 8,810,232.45 - -
Fixed assets 2,414,432,064.95 2,501,462,089.16 379,988,995.13 398,151,919.32
Construction in progress 151,307,252.80 69,221,381.57 20,285,409.26 15,247,657.72
Disposal of fixed asset 6,468,209.20 - 15,578.00 -
Intangible assets 82,741,302.70 84,312,023.87 2,742,890.27 3,809,711.87
Long-term expenses to be
apportioned 571,462.38 829,221.81 341,395.82 397,996.28
Deferred income tax asset 19,026,595.56 19,026,595.56 14,756,122.84 14,756,122.84
Other non-current asset - - - -
Total non-current asset 2,909,113,063.26 2,838,230,487.42 1,134,736,470.08 1,077,455,200.79
- -
- -
Total assets 4,990,219,638.46 4,985,939,525.71 3,287,408,780.88 3,117,176,861.4521
Shenzhen Nanshan Power Co., Ltd.
Consolidation and Balance Sheet of Parent Company as of June 30, 2009 (Con.)
Unit: RMB
Liabilities and shareholder’s Merger Parent Company
equity June 30, 2009 Dec. 31, 2008 June 30, 2009 Dec. 31, 2008
Current liabilities:
Short-term loans 2,467,544,580.43 2,461,843,918.77 1,470,000,000.00 1,145,922,040.00
Notes payable 184,435,226.57 69,049,391.35 83,500,000.00 21,918,219.70
Accounts payable 33,362,795.33 104,706,998.24 12,298,665.61 175,244,357.18
Accounts received in
advance 6,547,243.02 2,198,638.40 - -
Wage payable 34,900,558.20 31,921,195.28 18,321,278.74 17,785,432.49
Taxes payable -399,558,126.43 -339,865,158.06 -331,906,586.66 -286,213,117.57
Interest payable 36,001,777.29 34,361,227.33 - 2,171,300.00
Other accounts payable 317,532,073.58 304,241,543.35 196,853,492.46 196,718,008.59
Long-term liabilities due
within 1 year 60,000,000.00 100,000,000.00 - -
Total current liabilities 2,740,766,127.99 2,768,457,754.66 1,449,066,850.15 1,273,546,240.39
Non-current liabilities: - -
Long-term loans 236,000,000.00 281,000,000.00 110,000,000.00 110,000,000.00
Deferred income t 2,600,000.00 600,000.00 - -
Total non-current liabilities 238,600,000.00 281,600,000.00 110,000,000.00 110,000,000.00
Total liabilities 2,979,366,127.99 3,050,057,754.66 1,559,066,850.15 1,383,546,240.39
Owner’s equity: - -
Share capital 602,762,596.00 602,762,596.00 602,762,596.00 602,762,596.00
Capital public reserve 363,629,927.51 363,629,927.51 288,769,132.47 288,769,132.47
Surplus public reserve 332,908,397.60 332,908,397.60 332,908,397.60 332,908,397.60
Retained profit 534,832,962.85 473,871,306.65 503,901,804.66 509,190,494.99
Total owner’s equity attributable
to parent company 1,834,133,883.96 1,773,172,227.76
Minority interests 176,719,626.51 162,709,543.29
Total shareholder’s equity 2,010,853,510.47 1,935,881,771.05 1,728,341,930.73 1,733,630,621.06
Total liabilities and shareholder’s
equity 4,990,219,638.46 4,985,939,525.71 3,287,408,780.88 3,117,176,861.4522
Shenzhen Nanshan Power Co., Ltd.
Consolidation and Profit Statement of Parent Company as of Jan.-June, 2009
Unit: RMB
Merger Parent Company
Items
Jan.-June, 2009 Jan.-June, 2008 Jan.-June, 2009 Jan.-June, 2008
I. Operating income 878,653,990.33 1,948,871,592.26 175,385,627.83 602,572,556.78
Less: Operating cost 861,187,994.60 2,632,628,739.96 191,470,461.98 985,474,041.63
Operating tax and extras 3,524,473.48 2,940,055.38 2,125,019.80 826,119.16
Sales expenses 497,766.79 1,195,649.56 - -
Administration expenses 53,966,274.95 68,194,926.43 7,285,573.05 22,331,459.99
Financial expenses 64,435,700.10 77,338,216.43 13,855,694.33 15,927,952.80
Losses of devaluation of asset - -
Add: Investment income - -
II. Operating profit -104,958,219.59 -833,425,995.50 -39,351,121.33 -421,987,016.80
Add: Non-operating income 180,256,133.16 895,390,136.93 34,062,431.00 499,065,396.00
Less: Non-operating expense 56,070.37 855,712.93 - 110,000.00
III. Total Profit 75,241,843.20 61,108,428.50 -5,288,690.33 76,968,379.20
Less: Income tax 270,103.78 13,530,480.00 - 11,797,847.13
IV. Net profit 74,971,739.42 47,577,948.50 -5,288,690.33 65,170,532.07
Net profit attributable to
owner’s equity of parent company 60,961,656.20 30,263,291.14
Minority shareholders’ gains and
losses 14,010,083.22 17,314,657.36
V. Earnings per share - -
i. Basic earnings per share 0.101 0.050
ii. Diluted earnings per share 0.101 0.05023
Shenzhen Nanshan Power Co., Ltd.
Consolidation and Cash Flow Statement of Parent Company
as of Jan.-June, 2009
Unit: RMB
Merger Parent Company
Items Jan.-June, 2009 Jan.-June, 2008 Jan.-June, 2009 Jan.-June, 2008
I. Cash flows arising from operating activities:
Cash received from selling commodities and
providing labor services 1,018,270,032.05 2,197,533,670.66 155,948,860.94 1,113,781,806.60
Write-back of tax received 7,897,031.12 4,676,598.29 - -
Other cash received concerning operating
activities 24,996,492.07 546,238,605.69 724,535,750.27 1,614,087,507.47
Subtotal of cash inflow arising from
operating activities 1,051,163,555.24 2,748,448,874.64 880,484,611.21 2,727,869,314.07
Cash paid for purchasing commodities and
receiving labor service 842,485,752.32 2,898,030,384.62 409,790,306.33 1,172,096,714.11
Cash paid to/for staff and workers 51,248,072.22 63,887,583.34 29,490,824.00 43,370,859.32
Taxes paid 102,460,531.59 51,014,105.47 53,904,761.89 6,011,036.90
Other cash paid concerning operating
activities 31,876,065.34 48,065,274.79 596,571,736.56 1,804,677,975.28
Subtotal of cash outflow arising from
operating activities 1,028,070,421.47 3,060,997,348.22 1,089,757,628.78 3,026,156,585.61
Net cash flows arising from operating
activities 23,093,133.77 -312,548,473.58 -209,273,017.57 -298,287,271.54
II. Cash flows arising from investing activities: - - - -
Net cash received from disposal of fixed,
intangible and other long-term assets 520.00 44,707,325.00 - 7,136,800.00
Subtotal of cash inflow from investing
activities 520.00 44,707,325.00 - 7,136,800.00
Cash paid for purchasing fixed, intangible
and other long-term assets 79,615,083.79 44,502,502.87 15,256,795.85 12,870,752.29
Cash paid for investment 71,514,286.00 43,095,360.49 71,514,286.00 59,657,143.00
Subtotal of cash outflow from investing
activities 151,129,369.79 87,597,863.36 86,771,081.85 72,527,895.29
Net cash flows arising from investing
activities -151,128,849.79 -42,890,538.36 -86,771,081.85 -65,391,095.29
III. Cash flows arising from financing activities - - - -
Cash received from loans 2,067,690,335.18 3,357,738,525.82 1,108,000,000.00 1,415,871,360.00
Other cash received concerning financing
activities - 1,387,365.00 - -
Subtotal of cash inflow from financing
activities 2,067,690,335.18 3,359,125,890.82 1,108,000,000.00 1,415,871,360.00
Cash paid for settling debts 2,050,149,393.90 2,780,983,162.52 784,366,140.00 1,045,471,820.00
Cash paid for dividend and profit distributing
or interest paying 77,832,666.48 96,699,661.72 38,733,162.74 36,829,530.42
Subtotal of cash outflow from financing
activities 2,127,982,060.38 2,877,682,824.24 823,099,302.74 1,082,301,350.42
Net cash flows arising from financing
activities -60,291,725.20 481,443,066.58 284,900,697.26 333,570,009.58
IV. Influence on cash due to fluctuation in
exchange rate 37,870.27 3,918,731.92 -71.09 -108,357.4624
V. Net increase of cash and cash equivalents -188,289,570.95 129,922,786.56 -11,143,473.25 -30,216,714.71
Add: Balance of cash and cash equivalents at
the period -begin 429,507,715.29 419,172,277.64 29,272,846.21 125,774,088.96
VI. Balance of cash and cash equivalents at the
period -end 241,218,144.34 549,095,064.20 18,129,372.96 95,557,374.25Shenzhen Nanshan Power Co., Ltd
Consolidated Statement of Changes in Shareholders’ Equity
as of Jan.-Jun., 2009
Unit: RMB
Owners’ equity attributable to the parent company
Share
capital
Capital
reserves
Surplus
reserves
Retained
profit Others
Minority
interest
Total owners’
equity
I. Balance in the
beginning of 2008
547,965,998
.00
363,629,92
7.51
332,908,39
7.60
534,342,96
3.11
-1,481,21
6.08
158,639,706.
03
1,936,005,77
6.17
II. Changes of
increase/decrease in
2008
54,796,598.
00
-60,471,656
.46
1,481,216.
08 4,069,837.26 -124,005.12
(I) Net profit 10,763,920.
54 4,069,837.26 14,833,757.8
0
(II) Distribute profit
--Distribution for
shareholders
54,796,598.
00
-71,235,577
.00 -16,438,979.
00
(III) Gains calculating
into shareholders
- - Balance difference
of foreign currency
translation
1,481,216.
08 1,481,216.08
III. Balance as of Dec.
31, 2008
602,762,596
.00
363,629,92
7.51
332,908,39
7.60
473,871,30
6.65 - 162,709,543.
29
1,935,881,77
1.05
IV. Changes of
increase/decrease in
semi-annual of 2009
- - - 60,961,656.
20 - 14,010,083.2
2
74,971,739.4
2
(I) Net profit 60,961,656.
20 14,010,083.2
2
74,971,739.4
2
(II) Distribute profit - - - - - - -
V. Balance as of June
30, 2009
602,762,596
.00
363,629,92
7.51
332,908,39
7.60
534,832,96
2.85 - 176,719,626.
51
2,010,853,51
0.47Shenzhen Nanshan Power Co., Ltd
Statement of Changes in Shareholders’ Equity of Parent Company
as of J Jan.-Jun., 2009
Unit: RMB
Share capital Capital
reserves
Surplus
reserves Retained profit Total owners’
equity
I. Balance in the
year-begin as of Jan.
1,2008
547,965,998.00 288,769,132.47 332,908,397.60 314,075,825.78 1,483,719,353.85
II. Changes of
increase/decrease in
2008
54,796,598.00 - - 195,114,669.21 249,911,267.21
(I) Net profit 266,350,246.21 266,350,246.21
(II) Distribute profit
--Distribution for
owners (shareholders) 54,796,598.00 -71,235,577.00 -16,438,979.00
III. Balance as of Dec.
31, 2008 602,762,596.00 288,769,132.47 332,908,397.60 509,190,494.99 1,733,630,621.06
IV. Changes of
increase/decrease in
semi-annual of 2009
- - - -5,288,690.33 -5,288,690.33
(I) Net profit -5,288,690.33 -5,288,690.33
(II) Distribute profit - - - - -
(III) Internal transfer of
owner’s equity -
V. Balance as of June
30, 2009 602,762,596.00 288,769,132.47 332,908,397.60 503,901,804.66 1,728,341,930.7327
Notes to Financial Statement
I. Company Profile
Shenzhen Nanshan Power Co., Ltd (hereinafter called as “Company”) was reorganized to
be a joint-stock enterprise from a foreign investment enterprise in 1993, upon the approval
of General Office of Shenzhen Municipal Government with Document Shen Fu Ban Fu
No.897 in 1993. When transformed, the Company’s total capital was 103,000,000 Yuan
with paper value per share 1 Yuan. In 1994, after approved by Document Shen Zhu Ban Fu
No. 179 in 1993 issued by Shenzhen Securities Regulatory Office, the Company offered
40,000,000 RMB common shares and 37,000,000 foreign exchange shares listed in China
respectively to domestic and overseas investors, which were listed in Shenzhen Securities
Exchange respectively on Jul 1, 1994 and Nov 28, 1994. After the offering, the Company’s
total capital increased to 180,000,000 Yuan. After several later dividend distributions and
stock allotments, the Company’s capital increased to 602,762,596 Yuan on June 30, 2009.
II. Key accounting policies and estimates
(1) Accounting year
The accounting year is from January 1 to December 31 in the Gregorian calendar.
(2) Standard currency for account entry
The standard currency is RMB.
(3) Measurement attributes
Except for fair value, cashable net value and current value and other measurement
attributes noted otherwise, the measurement attribute is historical cost.
(4) Foreign currency translation
(a) Foreign currency transactions
Foreign currency transactions shall be reckoned into account with RMB exchanged by
foreign currency at the spot rate on the trade date.
On the balance sheet date, the foreign currency items shall be exchanged to be RMB at the
spot rate on the balance sheet date, and the difference caused by exchange shall be directly
recognized as current profit/loss, except that the foreign currency translation difference,
caused by the foreign currency loan specially for purchasing or constructing the assets
meeting capitalization conditions, shall be treated in the principle of capitalization. The
non-monetary foreign currency items measured by historical costs shall be exchanged on
the balance sheet date at the spot rate of the trade date.
(b) Exchange of foreign currency financial statements
All items of assets and liabilities operated overseas shall be translated to be in RMB
according to the spot rate on the balance sheet date. Except for the item “undistributed
profit” in shareholders’ equity, other items shall be translated at the spot rates when the
items happened. The items of incomes and expenses for overseas operation in income
statement shall be translated at the spot rates when the items happened. The foreign
currency translation differences of the above translations shall be separately listed in
shareholders’ equity.28
Foreign cash flows and cash flows of overseas subsidiaries shall be translated at the spot
rates on the cash flow dates. The cash changes for foreign currency exchange rate shall be
separately listed in cash flow statement.
(5) Cash and cash equivalents
The cash listed in cash flow statement means the cash in hand and the deposit available for
payment at any time, and cash equivalents mean the investments with short holding term,
high liquidity, easily converted to be known cash and low value change risk.
(6) Financial assets
On initial confirmation, the financial assets are divided into: financial assets measured by
fair value and of which the changes are recognized to be current profit/loss, receivables,
tradable financial assets and held-to-maturity investments. The classification of financial
assets is depended on the Group’s holding intention and capability on financial assets. The
Group has not any held-to-maturity investment in the year.
(a) Financial assets measured by fair value and of which the changes are recognized to be
current profit/loss
Financial assets measured by fair value and of which the changes are recognized to be
current profit/loss include the financial assets with holding intentions to be sold in short
terms, and the assets are listed as tradable financial assets in balance sheet.
(b) Receivables
Receivables mean the non-derivative financial assets without quotation but with fixed or
confirmable recovering amount, and including receivable accounts and other receivables
(Note 4 (7)).
(c) Tradable financial assets
Tradable financial assets include the tradable non-derivative financial assets classified on
initial confirmation and the financial assets not classified to be other financial assets. The
financial assets tradable within 12 months after the balance sheet date shall be listed as
other current assets in balance sheet.
(d) Confirmation and measurement
Where the Group becomes a party of a financial instrument contract, the fair value of the
financial assets shall be recognized in balance sheet. For the financial assets measured by
fair value and of which the changes are recognized to be current profit/loss, it shall be
reckoned in current profit/loss when related transaction cost acquired; the related
transaction costs of other financial assets shall be reckoned in initial confirmation amounts.
When the contracted rights on a cash flow of a financial asset have been terminated or
almost all risks and rewards on the ownership of the financial assets have been transferred,
the financial assets shall be confirmed finally.
Financial assets measured by fair value and of which the changes are recognized to be29
current profit/loss and tradable financial assets shall be after-measured by fair value,
however the equity instrument investment, without quotation in the active market and of
which fair value can not be measured reliably, shall be measured by its cost; receivables
and held-to-maturity shall be measured by the post-amortization cost according to actual
interest rate method.
The fair value change of financial assets measured by fair value and of which the changes
are recognized to be current profit/loss shall be recognized to be fair value change
profit/loss and reckoned in current profit/loss; the received interests or cash bonus during
holding an assets and disposal profit/loss in disposal of the asset shall be reckoned in
current profit/loss.
Except for impairment loss and exchange profit/loss caused by foreign monetary financial
assets, the fair value changes of tradable financial assets shall be directly reckoned in
shareholders’ equity, and upon the final of confirmation of the financial assets, the
accumulation of fair value changes formerly and directly reckoned in equity shall be
transferred into current profit/loss. The interests of the tradable liabilities instrument
investment calculated according to actual interest rate method during being held, and cash
bonus announced to be distributed by the invested enterprise and related to tradable equity
instrument investment shall be reckoned as investment return in current profit/loss.
(e) Impairment of financial assets
Except for the financial assets measured by fair value and of which the changes are
recognized to be current profit/loss, the Group will check all account values of financial
assets on the balance sheet date, and if any objective evidence shows impairment on any
financial asset, withdrawal for impairment reserve shall be recognized.
Where impairment of financial assets measured by post-amortization cost, the withdrawal
of impairment reserve shall be recognized at the difference of the current value estimated
with future cash flows (excluding future credit loss not occurred yet) lower than account
value. If there is objective evidence that the value of the financial asset has been recovered,
and the recovery is objectively related to the subsequent matters after the confirmation of
the loss, the recognized impairment loss shall be returned and reckoned in current
profit/loss.
Where the fair value of tradable financial asset changes greatly or decreases
non-temporarily, the cumulative loss formerly directly recognized to be shareholders’
equity and caused by the decrease of fair value shall be transferred out and reckoned in
impairment loss. For the tradable liabilities instrument investment of which impairment
loss has been recognized, when the fair value increases after the period and the increase is
objectively related to the subsequent matters after the confirmation of the impairment loss,
the formerly recognized impairment loss shall be returned and reckoned in current
profit/loss. For the tradable equity instrument investment of which impairment loss has
been recognized, when the fair value increases after the period and the increase is
objectively related to the subsequent matters after the confirmation of the impairment loss,
the formerly recognized impairment loss shall be returned and directly reckoned in current
profit/loss.
When the impairment of equity instrument investment, without quotation in the active
market and of which the fair value can not be measured reliably, occurs, the difference of30
its account value higher than the current value of the future cash flows of similar financial
assets calculated according to the current market profitability shall be recognized as
impairment loss. Once impairment loss confirmed, its recovery shall not be returned in
later periods.
(7) Receivables
Receivables include receivable accounts and other receivables. The receivable accounts of
the Group caused by goods sales or rendering services shall be initially recognized with the
receivable fair value prescribed in the contract or agreement. The receivable account shall
be calculated according to actual interest method, and listed with the net value of
post-amortization cost after bad accounts reserve deducted.
For a single receivable account with a great value, impairment test shall be done separately.
When there is objective evidence that the Group can not receive such amount in accordance
with the original conditions, bad account reserve shall be reckoned with the difference of
the current value of the estimated future cash flows lower than its account value.
For a single receivable account without a great value, it shall be classified, together with
the receivables without impairment found in single test, to be some groups according to
their credit risk features, and based on the actual impairment rate of past similar or identical
receivable account group with similar credit risk features, and in consideration of current
circumstances, recognize bad account reserve.
For the receivable accounts of the Group without right of recourse transferred to financial
institutions, the balance of the trading amounts deducting the transferred account value and
related taxes shall be reckoned in current profit/loss.
(8) Inventory
Inventories are classified to be real estate development products and non-real-estate
development products. Real estate development products include the products to be
developed. Non-real-estate development products include fuel, spare goods and parts,
auxiliary materials and low-value consumables. The inventory shall be listed with the
lower between its cost and cashable net value.
The products to be developed shall be priced with the actual cost according to the
purchased land use right for the usage of sales or lease. The cost of non-real-estate
development products when delivery shall be calculated according to weighted mean
method, and the fuel costs or maintenance expenditures for non-real-estate development
products in consumption shall be reckoned according to the practices.
Inventory falling price reserves shall be provided according to the difference of the
inventory’s cost higher than cashable net value. Cashable net value of an inventory shall be
recognized by its estimated price after deducting estimated sales expenses and related
taxes.
The Group’s inventory taking system is perpetual inventory system31
(9) Long-term equity investment
Long-term equity investment includes the Company’s equity investment in its subsidiaries,
the Group’s equity investment in joint ventures, and the Group’s long-term equity
investment in the invested enterprises, not being controlled or jointly controlled or greatly
influenced by the Group, and without quotation in the active market and of which the fair
value can not be measured reliably.
(a) Subsidiary
A subsidiary means an enterprise invested by the Group, and the Group may control the
enterprise, which means that the Group has the right to decide its financial and operating
policies and may receive benefits from its operating activities. When confirming whether
an invested enterprise may be controlled, the current convertible bonds, current exercisable
subscription warrants and other potential voting rights of the invested enterprise shall be
considered. The investment in subsidiaries shall be listed with the amount determined by
cost method, and shall be adjusted by equity method and then consolidated for preparing
consolidated financial statements.
Long-term equity investment calculated by cost method shall be measured with its initial
investment cost. The cash bonus or profit announced to be distributed by the invested
enterprise shall be recognized as current profit/loss. The recognized investment return is
limited to the distribution of accumulative net profit after the invested enterprise accepts
the investment, and the amount of the received profit or cash bonus higher than the above
amount shall be reckoned in the return of initial investment cost.
(b) Joint ventures
A joint venture means an enterprise invested by the Group, in which the Group has an
important influence on its accounting and operating decisions.
The investment cost to the joint venture shall be measured with the actual cost in initial
measurement and equity method in follow-up measurement. If the initial investment cost is
higher than the enjoyable share of the fair value of the invested enterprise identifiable net
assets when investment, the initial investment cost shall be recognized as long-term equity
investment cost; if the initial investment cost is lower than the enjoyable share of the fair
value of the invested enterprise identifiable net assets when investment, the difference shall
be reckoned in current profit/loss, and accordingly adjust and increase the cost of the
long-term equity investment.
If equity method is adopted for calculation, the Group’s enjoyable or attributable net
profit/loss share in the invested enterprise shall be recognized as current profit/loss. The
Group recognizes the net losses of the invested enterprise until the book value of the
long-term equity investment and other long-term rights and interests which substantially
form the net investment made to the invested entity are reduced to zero, but for the losses
or liabilities which the Group has additional responsibilities to bear, and that is compliant
with confirmation conditions of estimated liabilities stipulated by contingency stipulations,
the investment loss and estimated liabilities shall be recognized continuously. On the
condition that the Group’s shareholding ratio is consistent, other changes of shareholders’
equity other than net profit/loss of the invested enterprise shall be directly reckoned in
capital reserve in proportion to the shareholding ratio. By the Group’s receivable profit or32
bonus when announced to be distributed by the invested enterprise, accordingly subtract
the account value of the long-term equity investment. In the transaction between the Group
and its invested enterprise, the profit/loss in such internal transaction that is owe to the
Group in proportion to its shareholding ratio shall be written off, and then recognize
investment profit/loss. For the part of asset impairment loss in the transaction loss between
the Group and its invested enterprise, the unrealized profit/loss shall not be written off.
(c) Other long-term equity investment
For other long-term equity investment to the invested enterprise of the Group that does not
do joint control or does not have significant influences on the invested enterprise, if the
investment has no quotation in the active market and its fair value cannot be reliably
measured, it shall be accounted with cost method.
(10) Real estate for investment
Real estate for investment includes the promises for lease, and shall be initially measured
with cost. The follow-up expenditures related to the real estate for investment shall be
reckoned in the cost of the real estate for investment when the related economic benefits
very likely flow in the Group and of which the cost may be measured reliably; or the
expenditures shall be reckoned in current profit/loss upon their occurrences.
The Group adopts cost method to follow-up measure all its real estate for investment, and
withdraws depreciation and amortization for the promises and land use right in accordance
with their estimated service lives and net salvages. The estimated service lives, net
salvages and annual depreciation (amortization) rate are following:
Estimated service lives Estimated net salvages Annual depreciation (amortization) rate
Promises 20 years 10% 4.5%
If the usage of real estate for investment is changed to be private, since the change date, the
real estate for investment shall be converted to be fixed asset or intangible asset. If the real
estate for private usage is changed to be for investment, since the change date, the fixed
asset or intangible asset shall be converted to be real estate for investment. When converted,
the account value of the real estate before conversion shall be recognized to be the account
value after conversion.
The estimated service lives, estimated net salvages and depreciation (amortization) method
shall be re-checked and properly adjusted at the end of each year.
When a real estate for investment is disposed, or discarded permanently, and no economic
benefits can be gained from such disposal, terminate to confirm the real estate for
investment. The amount of the income from disposal (sales, transfer, discard or damage) of
a real estate for investment after deducting its account value and related taxes shall be
reckoned in current profit/loss.
(11) Fixed assets
Fixed assets include house, building, machinery, transport tools and other equipments. The
purchased or newly constructed fixed assets shall be initially measured with the actual cost
of the purchase and construction.33
If the subsequent expenses related to a fixed asset, of which the related economic benefits
likely flow in the Group and the cost may be measured reliably, they shall be reckoned in
the cost of fixed asset; for the part replaced, the recognization of its account value shall be
terminated; all other subsequent expenses shall be reckoned in the current profit/loss.
The depreciation of gas turbine set included in machinery shall be adopted with
units-of-production depreciation method, and the depreciation shall be reckoned with its
entry value after deducting its estimated net salvage and in accordance with the percentage
of the actual generating hours to the estimated total generating hours as unit depreciation
rate. The net salvage rate of gas turbine set is 10%.
Except for gas turbine set, the depreciation of fixed assets shall be adopted with
straight-line method, and the depreciations shall be reckoned with its entry value within
their estimated service lives after deducting their estimated net salvages. For the fixed
assets with withdrawn impairment reserve, the depreciation shall be reckoned with the
accounting value after impairment reserve deduced and according to the residual service
life.
Except for gas turbine set, the estimated service lives, estimated net salvages and annual
depreciation rates of other fixed assets are following:
Estimated service life Estimated net salvage rate Annual depreciation rate
House and building 20 years 10% 4.5%
Machinery equipment 10 years 10% 9%
Transportation facilities 5-10 years 10% 9%-18%
Other equipments 5 years 10% 18%
At the end of each year, the estimated total generating hours of gas turbine set, and the
estimated service lives, estimated net salvages and annual depreciation rates of fixed assets
except gas turbine set shall be re-checked and properly adjusted.
For the fixed assets compliant with sales conditions, the lower amount between their
account value and the fair value after deducting disposal expenses shall be listed as other
current assets. The amount of fair value deducting disposal expenses lower than the former
account value shall be reckoned in asset impairment loss.
When a fixed asset is disposed, or discarded permanently, and no economic benefits can be
gained from usage and such disposal, terminate to confirm the fixed asset. The amount of
the income from disposal (sales, transfer, discard or damage) of a fixed asset after
deducting its account value and related taxes shall be reckoned in current profit/loss.
(12) Project under construction
Project under construction shall be measured with its actual cost. The actual cost includes
construction expenses, necessary expenditures for the project under construction reaching
the expected conditions for use, and the loan expenses for the construction meeting
capitalization conditions before reaching the expected conditions for use. When a project
under construction reaches the expected conditions for use and is transferred to be a fixed
asset, its depreciation shall be reckoned since the next month.34
(13) Intangible assets
Intangible assets include land use right and software lisence, and are measured with actual
costs.
(a) Land use right
Land use right shall be averagely amortized in the period 20 ~ 70 years. The payment for
purchasing land and building, which is difficult to be divided into the prices of land use
right and building, shall be reckoned as fixed assets totally.
(b) Software use right
Software use right shall be averagely amortized in the period 5 years.
(c) Regularly re-check service life and amortization method
Estimated service life and amortization method for the intangible asset with limited service
life shall be re-checked and properly adjusted at the end of each year.
(14) Long-term expenses to be apportioned
Long-term expenses to be apportioned include improvement on leased-in operational fixed
assets, which shall be averagely amortized within the beneficial period, and listed with the
net amount of actual cost deducting accumulative amortization.
(15) Long-term asset impairment
If on the balance sheet date there is any evidence indicating a possible impairment on fixed
assets, constructions in process, intangible assets, real estate for investment measured by
cost method, long-term equity investments to subsidiaries and joint ventures and other
long-term equity investments, impairment test shall be done. If the results of impairment
test indicate that the recoverable amount is lower than the account value, impairment
reserve equal to the difference shall be withdrawn and reckoned in impairment loss. The
recoverable amount shall be the higher between the net amount of the fair value of the
asset deducting disposal expenses and the present value of the future cash flows of the
asset. Asset impairment reserve shall be calculated and recognized on the basis of single
asset, and if the recoverable amount of a single asset is difficult to be estimated, the
recoverable amount of the asset group shall be recognized, which includes the asset. An
asset group is the minimal asset group that may separately generate cash inflows.
Once the above asset impairment loss confirmed, its recovery shall not be returned in later
periods.
(16) Loan expenses
The occurred loan expenses, directly for purchasing or constructing fixed assets which
must reach the expected conditions for use after a long time of purchase or construction,
shall be capitalized and reckoned in the cost of the fixed assets since the capital
expenditures and loan expenses have occurred and the purchase and construction necessary
for the fixed assets to reach the expected conditions for use have started. When the35
purchased or constructed fixed assets reach the expected conditions for use, capitalization
shall be stopped, and the subsequent loan expenses shall be reckoned in current profit/loss.
If the purchase or construction of assets is abnormally interrupted, and the interruption
lasts for over 3 month, the capitalization of the loan expenses shall be suspended until the
purchase or construction of the assets restarts.
(17) Loans
Loans shall be measured initially with their fair value deducting trading cost, follow-up
measured with the post-amortization cost by actual interest rate method. The loan with a
maturing period no more than 1 year is a short-term loan, and other loans are long-term
loans.
(18) Employee compensation
Employee compensation mainly include wages, bonuses, allowances and subsidies, welfare
expenses for employees, social insurances, housing accumulation fund, labour union
expenditure, employee education expenses, and other expenditures related to acquisition of
services provided by employees.
The Group has established enterprise annuity fund plan, which is a defined contribution
plan, or the Group makes payment to related enterprise annuity fund account in a certain
proportion to the employees’ pay cost salaries, and the Group has not any statutory or
deductive responsibility to pay other fund except for the above payment. The above
payment shall be reckoned in cost when the responsibility of the payment comes into
existence. The assets of enterprise annuity fund shall be trusted by the annuity custodian
with the qualification of a custodian, and shall be deposited separately from the Group’s
assets.
The payable employees’ compensation recognized during the period of the employees
rendering services shall be reckoned in the cost and expenses of the related assets in
accordance with the beneficial of the services offered by the employees.
(19) Estimated liabilities
Because of current liabilities resulted from quality guarantee, loss contract, suspended
lawsuit or claims, and the performance of such liabilities likely results in outflow of
economic benefits, the liabilities shall be recognized as estimated liabilities when the
amount of such liabilities may be measured reliably.
Estimated liability shall be initially measured with the best estimate of the expenditure
necessary to perform the related current liability, and comprehensively in consideration of
the risk, uncertainty and time value of money related to the contingent matters. If time
value of money is important, the best estimate shall be determined after discounting future
related cash outflows; the increase amount of the account value of estimated liabilities,
resulted from discounting with time passing shall be recognized as interest expenses.
On the balance sheet date, the account value of estimated liabilities shall be re-checked and
properly adjusted to indicate the best estimate.
(20) Deferred income tax asset and deferred income tax liability36
Deferred income tax asset and deferred income tax liability shall be recognized in
accordance with the difference (temporary difference) between the tax base and the
account value of the assets and liabilities. For the deductible loss that may be deducted by
the reduction of income tax in later years, the corresponding deferred income tax asset
shall be recognized. For temporary difference resulted from initial recognization of assets
or liabilities in non-enterprise-merger transaction, which does not influence on accounting
profit nor taxable income (or deductible loss), the corresponding deferred income tax asset
and deferred income tax liability shall not be recognized. On the balance sheet date,
deferred income tax asset and deferred income tax liability shall be measured at the
applicable tax rate during estimated recovery of the asset or settlement of the liability.
The deferred income tax liabilities shall be recognized to the extent of the amount of the
taxable income which it is most likely to be obtained by the Group to deduct the deductible
temporary difference, deductible loss and taxes.
The deferred income tax asset and deferred income tax liability, resulted from temporary
difference related to the investments to the subsidiaries and joint ventures, shall be
recognized. However, the deferred income tax asset and deferred income tax liability, of
which the Group can control the time of the reverse of the temporary difference and the
temporary difference are unlikely reversed in an expectable future, shall not be recognized.
The deferred income tax asset and deferred income tax liability, which can meet the both
following conditions, shall be listed with the net amount after deduction:
?The deferred income tax asset and deferred income tax liability relates to the
income tax levied by a same tax authority department on the Group as a whole
taxpayer;
?In the Group, the taxpayer has the statutory right of estimating its current income
tax assets and current income tax liabilities by net amount.
(21) Income recognization
The amount of an income shall be recognized with the fair value of received or receivable
amount prescribed in the contract or agreement when the Group is selling goods or
rendering services in its daily operation. An income shall be listed with its net value after
TAX deducted.
If the economic benefits likely flow into the Group and related incomes may be measured
reliably and simultaneously meet the following conditions about operating activities, the
related incomes shall be recognized.
(a) Sales of product or goods
The income of power sales shall be recognized when the electricity is transmitted to
Shenzhen Power Supply Bureau, Guangdong Power Grid Corporation or Transmission
Center, Guangdong Power Grid Corporation. The income of heat sales shall be recognized
when vapor is transmitted to the consumer. The income of fuel sales shall be recognized
when the goods is transported to the place of delivery in accordance with the contract or
agreement and confirmed by the buyer.
(b) Rendering services37
The income of the Group’s rendering service shall be recognized by the
percentage-of-completion method and in accordance with the percentage of the occurred
cost to the total cost.
(c) Abalienating right to use assets
Interest income shall be recognized by adoption of actual interest rate and based on time
proportion.
Lease income shall be recognized by straight-line method during the lease period.
(22) Government subsidy
A government subsidy shall be recognized when the Group meets all conditions necessary
to the subsidy and may receive the subsidy. If a government subsidy is cash asset, it shall
be measured with the actually received amount; if the subsidy allocated at the fixed
standard shall be measured with the receivable amount; if the government subsidy is
non-monetary asset, it shall be measured with its fair value; and if the fair value can not be
found reliably, the subsidy shall be measured with the nominal amount and directly
reckoned in current profit/loss.
A government subsidy related to assets shall be recognized as deferred income, and shall
be averagely distributed during the service lives of the related assets and reckoned in
current profit/loss.
If a government subsidy related to income is used for compensation of related expenses or
loss during the later periods, it shall be recognized as deferred income, and during the
period of recognizing of the related expenses, reckoned in current profit/loss; if the subsidy
is to compensation for the related expenses or loss of an enterprise, it shall be directly
reckoned in the current profit/loss.
(23) Lease
Finance lease shall refer to a lease that has transferred in substance all the risks and
rewards related to the ownership of an asset. Other leases are operational leases.
The rental of an operational lease shall be reckoned in cost or current profit/loss of the
related asset in accordance with straight-line method.
(24) Dividend distribution
Cash dividend shall be recognized as liability at the time approved by Shareholders’
Meeting.
(25) Combination of enterprise
(a) Combination of enterprise under the same control
The combination value paid by the merging party and net assets acquired by the merging
party shall be measured with the account value. According to the difference between the38
accounting value of net assets acquired by the merging party and the accounting value of
the consideration paid by the merging party, adjust the capital reserve; if the capital reserve
is not sufficient to be offset, the retained earnings shall be adjusted.
All directly related expenses for corporate merger shall be reckoned in the current
profit/loss upon the occurrence of the merger.
(b) Combination of enterprise under different controls
The merger cost of the purchasing party and the identifiable net assets acquired by the
purchasing party in the merger shall be measured with the fair values on the purchase date.
The difference of the merger cost higher than the fair value of the identifiable net assets of
the purchased party on the purchase date shall be recognized as goodwill; the difference of
the merger cost lower than the fair value of the identifiable net assets of the purchased
party on the purchase date shall be reckoned in the current profit/loss.
At the end of the period during the corporate merger, if all identifiable assets, the fair
values of liabilities and contingent liabilities acquired in the merger or the cost of corporate
merger can only temporarily confirmed, the purchasing shall recognize and measure the
corporate merger based on the confirmed temporary values.
The adjustment on the confirmed temporary value within 12 months after the purchase date
shall be deemed as the recognization and measurement on purchase date.
The expenses directly related to corporate merger shall be reckoned in the cost of corporate
merger.
(26) Compiling methods of consolidated financial statements
The consolidation scope of the consolidated financial statements includes the Company
and its all subsidiaries.
Since the date of the acquisition of the actual control right of its subsidiary, the Group
includes the subsidiary in the consolidation scope; and since the date of the loss of the
actual control right of its subsidiary, the Group excludes the subsidiary in the consolidation
scope. For a subsidiary acquired in a corporate merger under a same control, since the date
when it and the Company is controlled by a same final controlling party, the subsidiary is
included in the Company’s consolidation scope, and its net profit achieved before merger
date shall be separately listed in consolidated income statement.
When compiling consolidated financial statements, if the accounting policies or accounting
period of a subsidiary is inconsistent with the Company, the financial statements of the
subsidiary shall be adjusted necessarily according to the Company’s accounting policies or
accounting period. For the subsidiary acquired in corporate merger under different controls,
its financial statements shall be adjusted based on the fair value of the identifiable assets on
the purchase date.
The fair value of the purchased party’s identifiable net assets on purchase date may only
temporarily determine, and the adjustment on the fair value of the identifiable net assets
within 1 year after purchase date may be deemed as on the purchase date. Except for
material accounting error necessary to be adjusted retroactive, other adjustments after 139
year shall be reckoned in the current financial statements.
All important account balances, trading profit and unrealized profit within the Group shall
be offset upon the compilation of the consolidated financial statements. The equity of the
subsidiary’s shareholders and the part of the current profit/loss not attributed to the
Company shall respectively reckoned in minority equity and minority profit/loss and listed
separately in the items shareholders’ equity and net profit in the consolidated financial
statements.
(27) Determination of the fair values of financial instruments
If a financial instrument has an active market, the offering price in the active market
determines the fair value. If a financial instrument has not any active market, its fair value
shall be determined by estimation method. Estimation method includes consideration of the
price adopted by the involving and willing parties familiar with market situation in the
recent market trades, consideration of the current fair value of other materially similar
financial assets, discount cash flow method and so on. When an estimation method being
adopted, the market parameters shall be adopted as possible, and the special parameters
related to the Group shall be rejected as possible.
(28) Important accounting estimate and judgment
This group continuously evaluates the adopted important accounting estimate and critical
assumption according to historical experience and other factors, including rational
expectation of future items.
III. Tax
Main taxation items and its tax rate applicable in the year of group are shown as follows:
Taxation items Tax rate Tax base
Enteprise income
tax
17.5%, 18%, 20% and 25% Taxable income
Value added tax 13% and 17%
Added value of taxable income (the taxable income
is calculated by sales amount of taxable income
multiply applicable tax rate after deducting the
input tax permissible deduction in the current
period)
Business tax 3% and 5% Taxable business tax
IV. Subsidiaries
Subsidiaries of combination of enterprise not under same control and obtained through
other methods:
Equity proportion
held by the
company
Vote proportion of
the company
Place
of
registr
ation
Registered
capital Business nature and scope Direct Indirect Direct Indirect
SHENNAN ENERGY
(SINGAPORE) PTE LTD
Singap
ore S$
1,500,000
Agent the gas turbine and
its spare parts and 100% - 100% -40
Sino-foreign joint venture
self-use fuel
HHONG KONG
SYNDISOME CO.,
LIMITED
Hong
Kong HK$ 200,000 Export and import trade - 100% - 100%
Shenzhen New Power
Industrial Co., Ltd. (New
Power)
PRC RMB
113,850,000
Technology development
of surplus heat
utilization, power
generation of heat
utilization and gas
turbine
75% 25% 75% 25%
Shennandian (Zhongshan)
Electric Power Co., Ltd. PRC RMB
396,800,000
Power generation of gas
turbine and heat
utilization
55% 25% 55% 25%
Shenzhen Shennandian Gas
Engines Engineering
Technology Co., Ltd.
PRC RMB
10,000,000
Technology consultation of
the construction
engineering of gas, vapor
combined and circulated
power plant, and
maintenance and
overhaul of relevant
operating equipments
60% 40% 60% 40%
Shennandian (Dongguan)
Weimei Electric Power Co.,
Ltd.
PRC USD
35,040,000
Construction and operation
of natural gas power
plant
40% 30% 40% 30%
Zhongshan Shenzhong Real
Estate Investment Property
Co., Ltd.
PRC RMB
60,000,000
Real estate development
and management, sales,
lease of self-owned
commercial houses, real
estate development
75% - 75% -
Zhongshan Shenzhong Real
Estate Development Co.,
Ltd.
PRC RMB
177,800,000
Real estate development
and management, sales,
lease of self-owned
commercial houses, real
estate development
75% - 75% -
Shenzhen Server
Petrochemical Company
Supplying Co., Ltd.
PRC RMB
53,300,000
Self-operation or agent for
export and import of fuel 50% - 50% -
Huidong Xiefu Port Overall
Development Co., Ltd. PRC RMB
8,620,000
Construction and operation
of integrated dock and its
matching facilities
- 42% - 84%
Huidong Harbour
Development Co., Ltd. PRC RMB
10,000,000
Construction and operation
of sundries dock,
petroleum product dock
(from Guangdong and its
matching facilities)
- 23% - 55%
Shennandian Environment
Protection PRC RMB
79,000,000 Sludge drying 70% 30% 70% 30%
No change is in the consolidation of the year.
V. Notes to the Consolidated Financial Statements
(1) Monetary capital
June 30, 2009 December 31, 2008
Inventory Cash 338,295.79 238,542.91
Bank Deposit 233,735,524.33 371,280,844.52
Other Monetary Assets 7,144,324.22 57,988,327.86
241,218,144.34 429,507,715.29
The money capital included the following foreign currency balance:
June 30, 2009 December 31, 200841
Amount of
foreign
currency
Exchange
Rate
RMB.
Converted
into
Amount of
foreign
currency
Exchange
Rate
RMB.
Converted
into
RMB’000 RMB’000 RMB’000
Dollar 1,609,185.57 6.8319 10,993,795.25 1,975,316.35 6.8346 13,500,497.13
Hong
Kong
Dollar
5,484,123.79 0.8815 4,834,436.13 5,490,417.43 0.8819 4,841,999.13
Euro 94,089.44 4.7139 443,528.21 112,559.44 4.7530 534,995.02
Singapore
Dollar 1,017.87 9.6408 9,813.08 976.71 9.6590 9,434.04
16,281,572.67 18,886,925.32
(2) Accounts receivable and other notes receivable
(a) Accounts Receivable
December 31, 2008 June 30, 2009
Accounts
Receivable 345,962,492.80 512,928,010.42
Increasing of
current year
Decreasing of
current year
Minus: bad
debt reserves 6,069,367.24 6,069,367.24
339,893,125.56 506,858,643.18
The corresponding analysis on accounts receivable and bad debt reserves are as follows:
June 30, 2009 December 31, 2008
Amount
Ratio
of
the
Total
Bad debt
reserves
Withdrawal
Rate
Amount
Ratio
of the
Total
Bad debt
reserves
Withdrawal
Rate
Within
a year
493,807,785.18 96% 0% 323,441,067.56 93% - -
One to
two
years
1,891,640.00 0% 139,582.00 7% 2,791,640.00 1% 139,582.00 5%
Two
to
three
years
12,000,000.00 2% 1,540,000.00 13% 14,700,000.00 4% 1,540,000.00 10%
Over
three
5,228,585.24 1% 4,389,785.24 84% 5,029,785.24 2% 4,389,785.24 87%
512,928,010.42 6,069,367.24 1% 345,962,492.80 100% 6,069,367.24 2%
The analysis on the accounts receivable is made in accordance with their types as follows:42
Till to June 30, 2009, to the accounts receivable, there were no debts of the shareholders
who hold over 5% (including 5%) voting rights.
The total amount of the debts belonging to the top five debtors was RMB 451,437,691.94,
which should be collected at the end of year, accounting for 88% of the total account
receivables. And all the account receivable ages were less than one year.
No significant foreign currency balance existed in the account receivable.
In the last period of the report, the account receivable has increased 49% compared to the
beginning of the year, is mainly for the increasing of the fuel processing fee receivable.
(b) Other Notes Receivable (Continued)
December 31, 2008 June 30, 2009
Fund receivable from
Huizhou Dashi Lake
Project
14,311,626.70 14,311,626.70
Current Amount
Receivable from
Shenzhen Hehe
Investment Development
Company Ltd.
2,682,024.00 0.00
Current Amount
Receivable from
Nanshan Investment
Management Company
Ltd.
5,895,738.00 5,895,738.00
Shandong Jinan Power
Generation Facility Plant
3,560,000.00 3,560,000.00
Others 21,670,286.39 24,411,276.91
48,119,675.09 48,178,641.61
Increase in
this year
Decrease
in this
June 30, 2009 December 31, 2008
Amount
Ratio of
the Total
Bad debt
reserves
Withdrawal
Rate
Amount
Ratio
of the
Total
Bad debt
reserves
Withdrawal
Rate
Significant
single
amounts
505,731,961.94 99% 1,739,582.00 0.34% 337,781,915.79 98% 1,739,582.00 1%
Insignificant
single
amounts
with high
portfolio
risk
5,228,585.24 1% 4,329,785.24 83% 5,029,785.24 1% 4,329,785.24 86%
Others 1,967,463.24 0% 3,150,791.77 1% - -
512,928,010.42 100% 6,069,367.24 1% 345,962,492.80 100
% 6,069,367.24 2%43
year
Minus: bad debt reserves 31,942,011.59 31,942,011.59
16,177,663.50 16,236,630.02
The analysis on other accounts receivable and corresponding bad debt reserves are as
follows:
June 30, 2009 December 31, 2008
Amount
Ratio
of
the
Total
Bad debt
reserves
Wit
hdra
w
Rat
e
Amount
Ratio
of
the
Total
Bad debt
reserves
Withd
raw
Rate
Within 1
year
10,864,278.93 23%
10,805,312.4
1
22% - -
One to two
years
2,442,315.15 5%
2,442,315.15 5% - -
Two to
three years
206,278.51 0%
22,724.63 11%
206,278.51 0%
22,724.63 11%
Over three
years
34,665,769.02 72%
31,919,286.96
92
%
34,665,769.0
2
72%
31,919,286.
96
92%
48,178,641.61
100
%
31,942,011.59
66
%
48,119,675.0
9
100
%
31,942,011.
59
66%
The analysis on other accounts receivable is made in accordance with their types as
follows:
June 30, 2009 December 31, 2008
Amount
Ratio
of the
Total
Bad debt
reserves
Withdraw
Rate
Amount
Ratio
of the
Total
Bad debt
reserves
Withdraw
Rate
Significant
single
amounts
26,757,487.37 56%
21,163,296.96 79% 26,757,487.37 56% 21,163,296.96 79%
Insignificant
single
amounts
with high
portfolio
risk
13,852,520.90 29%
6,903,721.78 50% 13,852,520.90 29% 6,903,721.78 50%
Others
7,568,633.34 16%
3,874,992.85 52% 7,509,666.82 15% 3,874,992.85 52%
48,178,641.61 100% 31,942,011.59 66% 48,119,675.09 100% 31,942,011.59 66%
In the other accounts receivable, there were no debts of the shareholders who hold over 5%
(including 5%) voting rights.
The amount of other account receivable owed by the top five debtors ended the report
period was RMB 27,346,126.86 accounting for 75% of the total other account receivables.
No significant foreign currency balance existed in other account receivable.44
(3) Account paid in advance
June 30, 2009 December 31, 2008
Age Amount
Ratio of the
Total
Amount
Ratio of the
Total
Within a year 33,947,040.12 99.02% 66,698,094.04 99%
Over a year 335,267.70 0.98% 313,702.00 1%
34,282,307.82 100.00% 67,011,796.04 100%
There were no debts of the shareholders who hold over 5% (including 5%) voting rights in
the account paid in advance.
At the end of report period, the account paid in advance has decreased 49% compared to
the beginning of the year, is mainly for the decreasing of account paid in advance.
(4) Inventory
December 31,
2008
Increasing
during the year
Decreasing
during the year June 30, 2009
Cost I
Fuel 183,327,747.23 1,491,724,984.92 1,523,185,982.41 151,866,749.74
Spare parts 129,871,475.38 10,561,881.72 7,172,236.99 133,261,120.11
Supplementary
material
8,514,789.31 9,912,008.47 10,945,539.47 7,481,258.31
Low-value
consumables
433,818.41 280,935.79 311,663.64 403,090.56
Products to be
developed 1,029,392,010.92 19,153,946.05 - 1,048,545,956.97
1,351,539,841.25 1,531,633,756.95 1,541,615,422.51 1,341,558,175.69
Minus:
Inventory
Price-
Reduction－
Spare parts 6,843,694.00 - - 6,843,694.00
Fuel 6,600,000.00 - - 6,600,000.00
Products to be
developed 45,603,631.85 - - 45,603,631.85
59,047,325.85 59,047,325.85
1,292,492,515.40 1,282,510,849.84
(a) Ended on June 30, 2009, the amount of interest capitalization of products to be
developed was RMB 65,244,638.08 (RMB 46,221,257.93 in the year of 2008). The annual
interest rate of interest capitalization is RMB 5.31%.
(5) Long-term investment on stocks
June 30, 2009 December 31, 200845
Joint Enterprises (a) 146,571,429.00 78,857,143.00
Other long-term investment on stocks (b) 98,385,400.00 94,585,400.00
244,956,829.00 173,442,543.00
Minus: Depreciation reserves for long-term
investment on stocks
18,873,600.00 18,873,600.00
226,083,229.00 154,568,943.00
(a) Joint Enterprises
December 31,
2008 Additional In
vestment June 30, 2009
Xinchang Power 78,857,143.00 67,714,286.00 146,571,429.00
Till to December 29, 2007, our Company had co-invested to set up the China Power
Investment Jiangxi Xinchang Power Generation Company Ltd., (Hereinafter refers to as
“Xinchang Power”) with China Power Investment Corporation, accounting for 30%
equities.
Till to the year of 2009, the registered capital of Xinchang Power planed to increase RMB
225,714,286.67. The Company’s subscribed capital contribution, RMB 63,857,143.00
Yuan totally in accordance with the 30% shareholding ratio, has been entered into the
account as paid-in capital.
(b) Other long-term investment on stocks
The invested company Shareholding
ratio June 30, 2009
Anhui Tongling Shenneng Electricity
Supply Limited Liability Company
(“Anhui Tongling”)
3.80% 54,095,400.00
Shenzhen Energy & Environment
Protection Engineering Co., Ltd.
(“Energy & Environment Protection”)
10% 41,790,000.00
Shenzhen Petrochemical Bonded Oil
Trading Co., Ltd. (“Petrochemical
Bonded”)
4% 2,500,000.00
98,385,400.00
(6) Investment real estate
Building
Original Price
December 31, 2008 14,354,637.09
Increasing of current year
Decreasing of current year
June 31, 2009 14,354,637.09
Accumulated depreciation
December 31, 2008 5,544,404.64
Increasing of current year 327,285.7846
Decreasing of current year
June 31, 2009 5,871,690.42
Net Value
June 31, 2009 8,482,946.67
December 31, 2008 8,810,232.45
(7) Fixed assets
Houseing and b
uilding
Machinery
Transportati
on equipme
nt
Other equip
ments
Total
Original cost
December 31,
2008 454,513,703.22 3,639,991,154.16 33,226,132.89 61,113,978.74 4,188,844,969.01
Transferred from
construction in
process
484,000.00 14,421,166.19 0.00 0.00 14,905,166.19
Increment in the
year
38,800.00 422,364.11 1,034,042.00 208,542.49 1,703,748.60
Decrement in the
year
1,084,739.03 14,925,039.81 529,274.00 0.00 16,539,052.84
June 30, 2009 453,951,764.19 3,639,909,644.65 33,730,900.89 61,322,521.23 4,188,914,830.96
-
-
-
Accumulative
depreciation
December 31,
2008 148,343,970.48 1,434,800,428.02 25,304,967.08 47,979,281.37 1,656,428,646.95
Withdrawn in the
year 8,893,106.49 77,900,503.62 1,357,276.89 1,456,367.96 89,607,254.96
Decrement in the
year 0.00 736,070.24 0.00 0.00 736,070.24
June 30, 2009 157,237,076.97 1,511,964,861.40 26,662,243.97 49,435,649.33 1,745,299,831.67
Impairment
reserve
December 31,
2008 27,160,227.90 3,529,642.27 85,255.84 179,106.89 30,954,232.90
Increment in the
year
Decrement in the
year
1,771,298.56 1,771,298.56
June 30, 2009 27,160,227.90 1,758,343.71 85,255.84 179,106.89 29,182,934.34
Net value
June 30, 2009 269,554,459.32 2,122,643,842.42 6,983,401.08 11,707,765.01 2,414,432,064.95
December 31,
2008 279,009,504.84 2,201,661,083.87 7,835,909.97 12,955,590.48 2,501,462,089.16
On June 30, 2009, the machinery with net value RMB 339,543,523.07 Yuan (original price
RMB 413,055,890.11 Yuan) was taken as the mortgage for the long-term loan RMB
120,000,000.00 Yuan.47
(8) Construction in progress
Project Name Company Budget
Dec. 31,
2008
Increasing of
current year
Transferred f
ixed asset
Jun. 30, 2009 Capital
Proportion
of the
project
investment
in the
budget
RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan
1 Conversion
from oil to gas
Shennandian
(Zhongshan) 34,000,000.00 5,371,739.25 52,620.50 5,424,359.75 Self-raised 16%
2 Conversion
from oil to gas
Shennandian
(Dongguan )
Weimei
Power
44,800,000.00 28,175,614.65 2,650,898.72 10,071,289.69 20,755,223.68 Self-raised 46%
3 Conversion
from oil to gas
The
Company 21,838,000.00 13,605,016.35 3,860,058.90 1,054,726.50 16,410,348.75 Self-raised 75%
4 Equipment
improvemen New Power 9,284,000.00 3,330,776.57 4,344,390.72 7,675,167.29 Self-raised 83%
5 Technical
improvement
Shennandian
(Zhongshan) 6,648,000.00 1,861,417.80 87,086.26 1,948,504.06 Self-raised 29%
6
Combined heat
and power
generation
Shennandian
(Zhongshan) 45,700,000.00 6,264,498.24 613,302.77 6,877,801.01 Self-raised 15%
7 Sludge drying
project
Shennandian
Environment
Protection
186,337,000.00 6,269,428.86 80,555,298.25 86,824,727.11
Self-raised
and bank
loan
47%
8 Other projects 4,342,889.85 1,048,231.30 5,391,121.15 Self-raised Not
applicable
Including:
capitalization of
loan interes
2,282,171.94 2,967,331.00 5,249,502.94
69,221,381.57 93,211,887.42 11,126,016.19 151,307,252.80SHENZHEN NANSHAN POWER CO., LTD.
48
(9) Intangible assets
Original
Price
December 31,
2008
Increasin
g of
current
year
Amortizati
on of
current
year
June 30,
2009
Accumulate
d
amortizatio
n amount
Land use right
124,274,150
.96
92,429,091.88
576,713.7
2
2,121,108.
30
90,884,697.3
0
33,389,453.
66
Software use
right
235,907.07 124,259.89 26,326.59 97,933.30 137,973.77
92,553,351.77
576,713.7
2
2,147,434.
89
90,982,630.6
0
33,527,427.
43
Less:
impairment
reserve for
intangible assets
- Land use right
8,241,327.90 8,241,327.90
84,312,023.87
82,741,302.7
0
(10) Long-term expenses to be apportioned
June 30, 2009 December 31, 2008
Expense for improvement of the fixed assets 571,462.38 829,221.81
(11) Short-term loan
June 30, 2009 December 31, 2008
Loan in credit 1,901,880,000.00 1,268,825,738.00
Loan in assurance －Guarantee 565,664,580.43 1,193,018,180.77
2,467,544,580.43 2,461,843,918.77
(12) Notes payable
June 30, 2009 December 31, 2008
Bank Acceptance Bill、 83,500,000.00 21,918,219.70
Commercial Acceptance Bill 100,935,226.57 47,131,171.65
184,435,226.57 69,049,391.35
All notes payable expired within six months.
In the last period of the report, the notes payable have increased 167% compared toSHENZHEN NANSHAN POWER
CO., LTD.
49
the beginning of the year, is mainly for the increase of exchanging bill for purchasing
raw materials.
(13) Account payable
Till June 30, 2009, in the accounts payable, there should be no fund of the
shareholders who hold over 5% (including 5%) voting rights.
Till June 30, 2009, in the accounts payable, there should be no the significant fund
with the age over one year.
In the end of the report period, the account payable has decreased 68% compared to
the beginning of the year, it mainly because the payment for goods to supplier's was
decreased.
(14) Account received in advance
Account received in advance is the fund that does not pay in advance to shareholders
holding over 5% (including 5%) voting rights of the Company within a year.
At the end of report period, the account received in advance has increased 198%
compared to the beginning of the year; it is mainly for increasing of the account for
project received in advance.
(15) Wages payable
December 31,
2008
Increasing of cu Decreasing of c June 30, 2009
Wages, bonuses, allowances
and subsidies 21,256,244.34 43,183,920.41 43,263,443.39 21,176,721.36
Workers’ welfares - 402,078.34 402,078.34 -
Social insurance premiums 1,167,203.60 1,637,648.04 1,169,356.73 1,635,494.91
of which, Medicare 717,743.81 350,352.08 194,752.23 873,343.66
Basic endowment insurance 393,343.80 914,531.70 624,907.63 682,967.87
Unemployment insurance
premium 24,751.21 39,164.66 37,285.35 26,630.52
Work injury insurance
premium 40,178.07 45,915.10 42,737.76 43,355.41
Childbirth insurance premium -8,813.29 896.69 896.69 -8,813.29
Housing accumulation fund 2,049,907.02 2,813,613.46 2,881,149.00 1,982,371.48
Labor-union expenses and
staff education expenses 1,431,140.32 1,076,857.24 716,927.10 1,791,070.46
Enterprise annuity 6,016,700.00 2,298,199.99 0.00 8,314,899.99
Others 0.00 -7,250.00 -7,250.00 0.00
31,921,195.28 51,405,067.48 48,425,704.56 34,900,558.20
(16) Tax payable
June 30, 2009 December 31, 2008SHENZHEN NANSHAN POWER CO., LTD.
50
Enterprise income tax payable 446,573.96 51,655,687.60
Business tax payable 1,407,877.69 4,238,994.53
Value added tax to be deducted – input taxes -404,008,620.08 -397,639,549.59
Individual income tax payable 865,443.92 764,290.41
City maintenance construction tax payable 92,392.43 56,437.73
Land use right tax payable 368,014.80 554,964.57
Real estate tax payable 1,171,275.38 14,310.70
Others 98,915.47 489,705.99
-399,558,126.43 -339,865,158.06
(17) Other account payables
Jun. 30, 2009 Dec. 31, 2008
Temporary borrowings to Power
Development payable
1,202,934.95 1,237,529.42
Temporary borrowings to Zhongshan
Xingzhong Company Ltd. payable
(Xingzhong Group)
182,152,108.65 182,152,108.65
Temporary borrowings to Zhongshan
financial bureau payable
57,772,394.67 57,772,394.67
Project and equipmrnt fund payable 29,459,971.34 26,149,133.72
Temporary Receiving contract fund of
derivative financial instruments
14,346,062.06 14,352,083.46
Funds payable for quality assurance 2,920,490.31 4,088,884.61
Current account payable to Shenzhen
Energy Group Co., Ltd.
1,176,563.34 1,176,641.94
Others 28,501,548.26 17,312,766.88
317,532,073.58 304,241,543.35
Till Jun. 30, 2009, other account payable to shareholders who held over 5% voting
shares of the Company was RMB 1,176,563.34.
(18) Long-term loan
Jun. 30, 2009 Dec. 31, 2008
Secured borrowings -
－Guaranteed - 121,000,000.00
－Mortgage 120,000,000.00 150,000,000.00
Borrowings on credit 176,000,000.00 110,000,000.00
296,000,000.00 381,000,000.00
Minus: Long-term loans due
within one year
－Guaranteed - 40,000,000.00SHENZHEN NANSHAN POWER CO., LTD.
51
－Mortgage 60,000,000.00 60,000,000.00
60,000,000.00 100,000,000.00
236,000,000.00 281,000,000.00
Loan-term loan listed as loan bank:
Jun. 30, 2009 Dec. 31, 2008
China Minsheng Bank 120,000,000.00 150,000,000.00
Hua Xia Bank 110,000,000.00 136,000,000.00
Industrial Bank 66,000,000.00 95,000,000.00
296,000,000.00 381,000,000.00
Loan-term loan listed as due date:
Jun. 30, 2009 Dec. 31, 2008
1-2 years 170,000,000.00 215,000,000.00
2-5 years 66,000,000.00 66,000,000.00
236,000,000.00 281,000,000.00
(19) Share capital
Dec. 31, 2008
Increase in the
current year
Decrease in the
current year
Jun. 30, 2009
Restricted Shares-
State-owned legal
person’ shares
105,372,440.00
-
-
105,372,440.00
Other domestic shares 12,993.00
-
-
12,993.00
Including: shares held by
non-state-owned units
-
-
-
-
Shares held by domestic
legal persons
12,993.00
-
-
12,993.00
Foreign capital holding
shares
-
-
-
105,385,433.00
-
-
105,385,433.00
Unrestricted Shares
Renminbi ordinary shares 233,522,717.00
-
-
233,522,717.00
Foreign Investment Sha
Inside China
263,854,446.00
-
-
263,854,446.00
497,377,163.00
-
-
497,377,163.00SHENZHEN NANSHAN POWER CO., LTD.
52
Total shares 602,762,596.00
-
-
602,762,596.00
(20) Capital Reserves
Dec. 31, 2008
Increase in the
current year
Decrease in the
current year
Jun. 30, 2009
Share premium 215,487,650.42 - - 215,487,650.42
Other capital reserves－
The difference between
minority interest and
identifiable net assets from
invested company calculated
based on the new increased
shareholding proportion 18,510,793.58 - - 18,510,793.58
Transferred from original
system capital surplus 129,631,483.51 - - 129,631,483.51
363,629,927.51 - - 363,629,927.51
(21) Surplus reserve
Dec. 31, 2008
Withdrawing in
the current year
Decrease in the
current year
Jun. 30, 2009
Statutorysurplus reserve 310,158,957.87 - - 310,158,957.87
Arbitrary surplus reserve 22,749,439.73 - - 22,749,439.73
332,908,397.60 - - 332,908,397.60
(22) Minority Shareholders' Rights and Interests
The minority shareholders’ equities attributable to the minority shareholders in the
subsidiaries:
Jun. 30, 2009 Dec. 31, 2008
Shennandian (Dongguan) Weimei Electric
Power Co., Ltd
104,579,376.58 86,607,469.26
Shenzhen Server Petrochemical Supplying
Co., Ltd.
36,437,193.56 35,956,675.44
Shennandian (Zhongshan) Power Co., Ltd. 2,767,321.07 5,619,731.52
Shenzhong Real Estate Investment and
Tenancy Co., Ltd.
16,673,979.69 16,912,975.45
Shenzhong Real Estate Development Co.,
Ltd.
16,261,755.61 17,612,691.62
176,719,626.51 162,709,543.29
(23) Operating income and operating costSHENZHEN NANSHAN POWER CO., LTD.
53
Jun. 30, 2009 Dec. 31, 2008
Main operating income 877,763,484.19 1,946,664,016.95
Other operating income 890,506.14 2,207,575.31
878,653,990.33 1,948,871,592.26
(a) Main operating revenue and main operating cost
Jan.-June, 2009 Jan.-June, 2008
Main operating
revenue
Main operating
costs
Main operating
revenue
Main operating
costs
Business of
electricity sale
871,479,770.56
846,237,021.24
1,702,244,033.69
2,391,126,041.15
Business of fuel sale
-
198,008,414.77
197,959,124.33
Business of heat sale
4,382,723.63
10,197,884.43
24,209,912.46
33,821,235.18
Engineering
Consulting business
1,900,990.00
4,163,383.50
21,036,984.00
9,657,093.65
Other
-
-
1,164,672.03
-
877,763,484.19 860,598,289.17 1,946,664,016.95 2,632,563,494.31
(b) Other operating revenue and other operating cost
Jan.-June, 2009 Jan.-June, 2008
Other operating
revenue
Other
operating cost
Other
operating
revenue
Other operating
cost
Rental income 481,801.60 355,466.93 392,166.60 22,158.56
Other 408,704.54 234,238.50 1,815,408.71 43,087.09
890,506.14 589,705.43 2,207,575.31 65,245.65
(24) Sales tax and extra charges
Jan.-June, 2009 Jan.-June, 2008
Business tax 3,076,747.79 2,482,178.33
Urban maintenance and
construction tax 413,253.73 433,298.64
Others 34,471.96 24,578.41
3,524,473.48 2,940,055.38
(25) Financial expensesSHENZHEN NANSHAN POWER CO., LTD.
54
Jan.-June, 2009 Jan.-June, 2008
Interest expense-borrowing
interest
63,962,853.91 113,012,163.41
Minus: interest income 1,508,766.11 3,211,486.68
Exchange losses 1,492,698.89 -522,028.39
Minus: exchange gains 149,458.53 43,167,575.22
Others 638,371.94 11,227,143.31
64,435,700.10 77,338,216.43
(26) Non-operating income and expenses
(a) Non-operating income
Jan.-June, 2009 Jan.-June, 2008
Revenue from Fuel subsidies
(a)
33,062,431.00 494,896,076.00
Fuel processing charge(b) 145,945,731.36 326,201,497.60
Income from debts
restructuring
- 70,119,143.33
Income from disposing fixed
assets
106,019.60 -
Others 1,141,951.20 4,173,420.00
-
180,256,133.16 895,390,136.93
(a) In accordance with the SFB [2009] No. 54 issued by Shenzhen Municipal
Government, the company has received the government subsidies for offsetting the
fuel costs loss of grid purchase price beyond the authorization because of the rise in
fuel price.
(b) In accordance with the Notice on Temporarily Receiving Combustion Gas and
Fuel Processing Charge (YFH [2008]No. 31) issued by Guangdong Provincial
Government and relevant documents issued by Bureau of Comodity Price of
Guangdong Province, the subsidiary of the Company - Shennandian (Zhongshan)
Electric Power Co., Ltd and Shennandian (Dongguan) Weimei Electric Power Co.,
Ltd received the fuel processing charge allowance from the government calculated as
power generation and allowance standard.
(b) Non-operating expenses
Jan.-June, 2009 Jan.-June, 2008
Loss of disposing fixed assets 4,271.00 311,859.93
Others 51,799.37 543,853.00
56,070.37 855,712.93SHENZHEN NANSHAN POWER CO., LTD.
55
(27) Income tax
Jan.-June, 2009 Jan.-June, 2008
Current income tax 270,103.78 13,530,480.00
(28) Earnings per share
(a) Basic earnings per share
The basic earnings per share are the value of the combined net profit of the ordinary
shareholders in the parent company divided by the weighted average of the
outstanding ordinary shares of the parent company:
Jan.-June, 2009 Jan.-June, 2008
Attributable to the
combination of ordinary
shareholders of the parent
company
et profit
60,961,656.20 30,263,291.14
Weighted average number of
ordinary shares which are
issued to the public (1'000
shares)
602,762,596 602,762,596
Basic earnings per share
(RMB)
0.101 0.050
(b) Diluted earnings per share
Diluted earnings per share, is the value of the combined net profit of the ordinary
shareholders in the parent company based on the adjustment on diluted potential
ordinary shares divided by the weighted average of the outstanding ordinary shares of
the parent company after adjustment. The company had not the diluted potential
ordinary share in the first half of 2009, therefore, the diluted earnings per share is the
same to the basic earnings per share.
(29) Notes to Cash Flow Statement
(a) Adjust the net profit into the cash flow of operating activities
Jan.-June, 2009 Jan.-June, 2008
Net profit 74,971,739.42 47,577,948.50
Add: Provision for fixed assets devaluation - -
Depreciation of fixed assets 78,812,328.47 124,949,148.69
Amortization of intangible assets 2,147,434.89 9,314,726.90
Amortization of Long-term expenses to be
apportioned
257,759.43 1,265,882.22
Losses from disposal of fixed, intangible -101,748.60 602,421.20SHENZHEN NANSHAN POWER CO., LTD.
56
and other long-term assets
Losses from obsolete fixed assets - 33,071.73
Losses from changes of fair value - -
Financial expenses 63,962,853.91 113,012,163.41
Losses from investment - -
Decrease of deferred income tax - -
Increase of deferred income tax - -
Decrease of inventory 28,997,619.56 -489,095,754.78
Decrease of operating receivables 169,949,366.86 -390,542,206.19
Increase of operating payables -395,904,220.17 270,334,124.74
Other - -
Net cash generated from operations 23,093,133.77 -312,548,473.58
(b) Net increase in cash /cash equivalent
Jan.-June, 2009 Jan.-June, 2008
Balance of cash at period-end 241,218,144.34 549,095,064.20
Less: Balance of cash at period-beginning 429,507,715.29 419,172,277.64
Net increase in cash /cash equivalent -188,289,570.95 129,922,786.56
(c) Cash Payment for other operating-rated activities
Jan.-June, 2009 Jan.-June, 2008
Cost for inntermediary organs 5,681,474.46 1,548,970.75
Transportation costs 2,490,791.83 2,948,909.54
Rental fee 3,410,630.37 3,105,798.95
Business entertainment 2,323,419.62 2,270,318.69
Board charge 2,685,866.84 1,453,188.21
Enterprise culture charges 615,286.36 1,095,860.08
Telecommunication charges 726,316.77 563,557.12
Intercommunication charges 797,931.64 999,556.76
Office allowance 334,614.99 675,574.22
Expenses in prephase of recycle economy 4,496,536.87
Loan returning to Dongguan Trade and Economy
Bureau
12,400,000.00
Others 8,313,195.59 21,003,540.47
31,876,065.34 48,065,274.79
VI. Relations and transactions with associated parties
(1) Parent company and subsidiaries
None of the Company’s shareholders has a shareholding ratio equal to or more than
50%, or control the Company by other way; therefore the Company has not any parentSHENZHEN NANSHAN POWER
CO., LTD.
57
company.
(2) The natures of the related parties without controlling relationship
Name of related party Relationship to the Group
Shenzhen Energy Group Co., Ltd. A shareholder has important influences on the Company
The directors and other senior management
officers of the Company
Key management officers
(3) Balance of receivables from or payables to related parties – the Group
(a) Other payables
Jan.-June, 2009 Jan.-June, 2008
Shenzhen Energy Group 1,176,563.34 1,177,216.16
On Jun. 30, 2009, the total payable of the Group to its related parties is 0.4% of the
total of its payables.
(4) Related-party transaction – parent company
The price of fuel purchased by the Company to its subsidiaries is determined in view
of market price, and the warehouse lease paid to its subsidiaries and the service charge
received from its subsidiaries are stipulated in contracts signed between both parties,
and the fund possession fees received from or paid to its subsidiaries are determined
in view of market loan interest rate.
(a) Purchase fuel from related parties
Jan.-June, 2009 Jan.-June, 2008
Shenzhen Server Petrochemical Supplying Co.,
Ltd.
323,464,195.67 481,885,370.72
On Jun. 30, 2009, the expenses for purchasing fuel from its subsidiaries are 100% of
the total of its expenses for purchasing fuel.
(b) Render service for related parties
Jan.-June, 2009 Jan.-June, 2008
Shenzhen New Power Industry Co., Ltd. 14,021,067.50 16,358,795.00
Shenzhen Shennandian Engineering
Technology Co., Ltd. 150,000.00 -
14,171,067.50 16,358,795.00
On Jun. 30, 2009, the income from rendering services by the Company for its
subsidiaries is 99% of the total of its incomes from rendering services.
(c) Supplying fund for its related parties
Jan.-June, 2009 Jan.-June, 2008
Shenzhong Real Estate Development Co., Ltd. 585,327,341.84 507,313,997.10SHENZHEN NANSHAN POWER CO., LTD.
58
Shennandian (Zhongshan) Power Co., Ltd. 270,162,822.83 187,724,978.64
Shennandian (Dongguan) Weimei Power CO.,
Ltd.
251,665,861.07 101,450,000.00
Shenzhen Server Petrochemical Supplying Co.,
Ltd.
55,935,067.83
1,163,091,093.57 796,488,975.74
(d) Fund possession fees charged to the related parties
Jan.-June, 2009 Jan.-June, 2008
Shenzhong Real Estate Development Co., Ltd. 14,160,374.23 -
Shennandian (Zhongshan) Power Co., Ltd. 7,601,350.04 -
Shenzhen Server Petrochemical Supplying Co.,
Ltd. 1,334,875.00 -
Shennandian (Dongguan) Weimei Power CO.,
Ltd. 4,923,784.82 -
28,020,384.09 -
Fund possession fees are charged at the bank loan interest rate in the same period.
(e) Electricity sales revenue received on behalf the related parties
Jan.-June, 2009 Jan.-June, 2008
Shenzhen New Power Industrial Co., Ltd. 342,210,464.94 380,109,870.78
(f) Heat sales revenue received by the related parties on behalf of the Company
Jan.-June, 2009 Jan.-June, 2008
Shenzhen New Power Industrial Co., Ltd. 3,118,254.80 11,136,939.14
(g) Charge paid to related parties for leasing storehouse
Jan. to June, 2009 Jan. to June, 2008
Shenzhen Server Petrochemical Supplying Co.,
Ltd.
4,191,669.14 10,510,257.87
On Jun. 30, 2009, the fee paid by the Company to its subsidiaries for storehouse
leasing accounted for 84% of the total leasing fee of the Company.
(h) Guarantee provided for subsidiaries for their bank loans
Jan. to June, 2009 Jan. to June, 2008
Shennandian (Zhongshan) Power Co.,
Ltd.-bank loan
420,000,000.00 446,000,000.00
Shennandian (Dongguan) Weimei
Electric Power Co., Ltd. -bank loan
320,000,000.00 296,000,000.00
Shenzhen Server Petrochemical 95,574,400.00 212,960,000.00SHENZHEN NANSHAN POWER CO., LTD.
59
Supplying Co., Ltd. -bank loan
Shenzhen Shennandian Environment
Protection Co., Ltd.
66,000,000.00
901,574,400.00 954,960,000.00
(i) Occupancy of capital of related parties
Jan. to June, 2009 Jan. to June, 2008
Shenzhen Shennandian Engineering
Technology Co., Ltd.
20,000,000.00 20,000,000.00
(j) Paid for occupancy of capital
Jan. to June, 2009 Jan. to June, 2008
Shenzhen Shennandian Engineering
Technology Co., Ltd.
518,602.19
(5)Balance of account receivable and payable of related parties-parent company
(a) Account payable
June 30th, 2009 Dec. 31st, 2008
Account payable to Shenzhen Server
Petrochemical Supplying Co., Ltd. for
purchasing fuel
410,677.71 168,422,431.52
On Jun. 30, 2009, the account payable to subsidiaries accounted for 3% of the total
account payable of the Company (96% for Dec. 31, 2008)
(b)Other receivable
June 30th, 2009 Dec. 31st, 2008
Temporary loan receivable from Shennandian
(Zhongshan) Power Co., Ltd.
270,162,822.83 262,561,472.79
Temporary loan receivable from Shenzhong
Real Estate Development Co., Ltd.
585,327,341.84 571,166,967.61
Current account receivable from Shenzhen
Server Petrochemical Supplying Co., Ltd.
55,935,067.83 64,551,637.95
Current account receivable from Shenzhen
Shennandian Environment Protection Co., Ltd.
- 1,584,984.42
Temporary loan receivable from Shennandian
(Dongguan) Weimei Electric Power Co., Ltd.
251,665,861.07 186,742,076.25
1,163,091,093.57 1,086,607,139.02
On Jun. 30, 2009, the account receivable from subsidiaries accounted for 99% of the
total account receivable of the Company.
(c) Other payable
June 30th, 2009 Dec. 31st, 2008SHENZHEN NANSHAN POWER CO., LTD.
60
Current account payable to Shenzhen New
Power Industry Co., Ltd. 149,238,387.91 155,071,903.17
Current account payable to Energy Group 511,528.93 511,607.53
Current account payable to Shenzhen
Shennandian Engineering Technology Co., Ltd. 21,295,581.14 20,775,929.37
Current account payable to SHENNAN
ENERGY (SINGAPORE) PTE LTD 1,822,759.75 1,884,620.04
Current account payable to Shenzhen Server
Petrochemical Supplying Co., Ltd.
14,720,425.04 11,020,959.95
187,588,682.77 189,265,020.06
On Jun. 30, 2009, the account payable to related parties accounted for 95% of the total
account payable of the Company.
VII. Commitments
(1) Capitalization commitment
The following item is the signed capital expenditure commitment unnecessary to be
recognized in financial statements on the balance sheet date:
June 30th, 2009 Dec. 31st, 2008
House, building and machinery 79,489,200.00 117,419,927.12
(2) Commitment on operating lease
In accordance with the signed irrevocable operating lease contracts, the lowest total
rentals in future are following:
June 30th, 2009 Dec. 31st, 2008
Within 1 year 4,430,172.00 3,920,615.00
1 to 2 years 2,073,120.00 2,073,120.00
2 to 3 years 2,073,120.00 2,073,120.00
Over 3 years 74,524,484.40 75,251,309.40
83,100,896.40 83,318,164.40
VIII. Events after the balance sheet date
No other event except for the above-mentioned.
IX. Net profit after non-recurrent profit/loss deducted
Jan. to June, 2009
Net profit 74,971,739.42
Less: disposal of non-current assets 101,748.60SHENZHEN NANSHAN POWER CO., LTD.
61
Liabilities restructuring
Net value of other non-operating activities 1,090,151.83
The number of income tax influenced by non-recurrent
profit/loss -21,203.92
Net loss after non-recurrent profit/loss deducted 73,801,042.91
Including:
Attributed to the parent company’s shareholders 59,856,559.41
Minority equity 13,944,483.50
X. Note to main items of parent company’s financial statements
(1) Accounts receivable and other receivables
(a) Accounts receivable
Dec. 31st, 2008 June 30th, 2009
Accounts receivable 114,758,696.74 159,783,884.13
Accounts receivable are mainly incomes for sales of electricity receivable in RMB
within 1 year from Shenzhen Power Supply Bureau, Guangdong Power Grid
Corporation.
(b) Other receivables
Dec. 31st, 2008 June 30th, 2009
Account receivable for
the development of
Dashi Like, Huizhou
City
14,311,626.70 14,311,626.70
Accounts receivable
from Nanshan
Investment Management
Company
5,895,738.00 5,895,738.00
Shennandian
(Zhongshan) Power Co.,
Ltd.
262,561,472.79 270,162,822.83
Shennandian Dongguan
Weimei Power Co., Ltd.
186,742,076.25 251,665,861.07
Shenzhong Real Estate
Development Co., Ltd.
571,166,967.61 585,327,341.84
Shenzhen Server
Petrochemical Supplying
Co., Ltd.
64,551,637.95 55,935,067.83
Others 11,258,576.91 9,889,909.17
1,116,488,096.21 1,193,188,367.44
Increase in DecreaseSHENZHEN NANSHAN POWER CO., LTD.
62
this year in this
year
Less: bad debt reserve 24,082,357.55 24,082,357.55
1,092,405,738.66 1,169,106,009.89
Analysis on other receivables and relevant bad debt reserve:
June 30th, 2009 Dec. 31st, 2008
Amount
Proportio
n in total
amount
Bad debt
reserve
Withdra
wal
proportio
n
Amount
Propo
rtion
in
total
amou
nt
Bad debt
reserve
Withdrawal
proportion
Within a
year
592,785,760.
25
50% -
516,085,489.
02
46%
-
1 to 2 years
572,077,073.
42
48% -
572,077,073.
42
51% -
2 to 3 years
2,456,496.09
138,000.00 6%
2,456,496.09
138,000.00
6%
Over 3 years
25,869,037.6
8
2%
23,944,357
.55
93%
25,869,037.6
8
2%
23,944,357
.55
93%
1,193,188,36
7.44
100%
24,082,357
.55
2%
1,116,488,09
6.21
100%
24,082,357
.55
2%
Analysis on other receivables according to category:
June 30th, 2009 Dec. 31st, 2008
Amount
Proportion
in total
amount
Bad debt
reserve
Withdrawal
proportion
Amount
Proportion
in total
amount
Bad debt
reserve
Withdrawal
proportion
With
significant
single
amount
1,175,737,576.11 98% 14,311,626.70 1% 1,099,037,304.88 98% 14,311,626.70 1%
With
insignificant
single
amount but
great
portfolio
risk
10,637,159.87 1% 5,895,738.00 55% 10,637,159.87 1% 5,895,738.00 55%SHENZHEN NANSHAN POWER CO., LTD.
63
Others 6,813,631.46 1% 3,874,992.85 57% 6,813,631.46 1% 3,874,992.85 57%
1,193,188,367.44 100% 24,082,357.55 2% 1,116,488,096.21 100% 24,082,357.55 2%
Other receivables exclude the debts of the shareholders who hold over 5% (including
5%) of voting share of our company.
(2) Long-term equity investment
June 30th, 2009 Dec. 31st, 2008
Subsidiary(a) 490,522,849.76 490,522,849.76
Associated enterprise 146,571,429.00 78,857,143.00
Other long-term equity investment 95,885,400.00 92,085,400.00
732,979,678.76 661,465,392.76
Less: The depreciation reserves of long-term
equity investment
16,373,600.00 16,373,600.00
716,606,078.76 645,091,792.76
The Company has no significant restriction in cashing long term investment and
calling back returns.
(a) Subsidiary
Initial
investment
cost
Investment
added
Dec. 31st, 2008
Increa
se of
this
year
June 30th, 2009
Shennandian
(Zhongshan) Power
Co., Ltd.
54,560,000.00
163,680,000
.00
218,240,000.00 - 218,240,000.00
Shennandian
(Dongguan) Weimei
Electric Power Co.,
Ltd.
39,680,000.00
75,639,049.
76
115,319,049.76 - 115,319,049.76
Shenzhen New
Power Industry Co.,
Ltd.
14,950,000.00
56,320,000.
00
71,270,000.00 - 71,270,000.00
Shenzhen Server
Petrochemical
Supplying Co., Ltd.
26,650,000.00 - 26,650,000.00 - 26,650,000.00
SHENNAN
ENERGY
(SINGAPORE) PTE
LTD
6,703,800.00 - 6,703,800.00 - 6,703,800.00
Shenzhen
Shennandian
Engineering
6,000,000.00 - 6,000,000.00 - 6,000,000.00SHENZHEN NANSHAN POWER CO., LTD.
64
Technology Co.,
Ltd.
Shenzhong Property
Investment Co., Ltd.
- - - - -
Shenzhong Real
Estate Development
Co., Ltd.
- - - - -
Shenzhen
Shennandian
Environment
Protection Co., Ltd.
46,340,000.00 - 46,340,000.00 46,340,000.00
490,522,849.76 490,522,849.76
(3) Operating revenue and operating cost
Jan. to June, 2009 Jan. to June, 2008
Main business income 160,770,114.99 584,984,462.58
Other operating revenue 14,615,512.84 17,588,094.20
175,385,627.83 602,572,556.78
(a) Main business income and main business cost
Jan. to June, 2009 Jan. to June, 2008
Main business
income
Main business
cost
Main business
income Main business cost
Business of electricity
sales 159,505,646.16 190,948,554.96 571,911,489.26 972,661,220.60
Business of heat sales 1,264,468.83 287,668.52 13,072,973.32 12,812,821.03
160,770,114.99 191,236,223.48 584,984,462.58 985,474,041.63
The gross income from the sales to the top five customers of our company is RMB
159,505,646.16, accounting for 99% of the total sales income of our company.
(b) Other business income and other business cost
Jan. to June, 2009 Jan. to June, 2008
Other business
income Other business cost Other business income Other business cost
Income from
trusteeship and labor
service
14,021,067.50 16,358,795.00
Income from using of
gas 35,740.80 1,229,299.20
Training income 236,000.00 220,603.50
Technical service fee 270,000.00 13,635.00SHENZHEN NANSHAN POWER CO., LTD.
65
Income from waster 52,704.54
14,615,512.84 234,238.50 17,588,094.20
