Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 1 Securities Code: 000037, 200037 Notice No.: 2010-025 Short Form of the Securities: Shen Nan Dian A, Shen Nan Dian B Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report For 2010 (Full Text) §1 Important Notice 1.1 The Board of Directors and Supervisory Committee of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are not any fictitious statements, misleading information and important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 Other directors attended the meeting on examining the Quarterly Report except for the following directors. Name of absent directors Office title of the absent directors Reason of absence Name of entrusted Yu Chunling Director Could not present the meeting for being on official Director Huang Fuhan He Yingyi Director Could not present the meeting for being on official Vice-chairman Sun Yulin Li Hongsheng Director Could not present the meeting for being on official Vice-chairman Wang Jianbin Huang Sujian Independent Director Could not present the meeting for being on official Independent Director Yu Xiufeng 1.3 The Financial Report For the 1st Quarterly Report of the Company has not been audited by CPAs. 1.4 Chairman of the Board Yang Haixian, Director and General Manager Fu Bo, CFO Lu Xiaoping and Director of Financial Department Huang Jian hereby confirm that the Financial Report enclosed in the 1st Quarterly Report is true and complete. 1.5 The 1st Quarterly Report is prepared in both Chinese and English, and in case of any discrepancy between the two versions, the Chinese version shall prevail. §2 Company Profile 2.1 Main Accounting Data and Financial Indexes: Unit: Yuan At the end of the report period At the end of the last year Changes of increase/decrease (%) Total assets (Yuan) 4,967,767,498.50 4,926,596,324.59 0.84 Equity attributable to shareholders of listed companies (Yuan) 1,742,394,853.41 1,847,287,676.40 -5.68 Share capital (share) 602,762,596.00 602,762,596.00 0.00Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 2 Net asset per share attributable to shareholders of listed companies (Yuan/share) 2.89 3.06 -5.68 In the report period The same period of last year Changes of increase/decrease (%) Total operating income (Yuan) 277,528,735.50 365,346,858.88 -24.03 Net profit attributable to shareholders of listed companies (Yuan) -104,892,822.99 -12,486,734.11 Inapplicable Net cash flow arising from operating activities (Yuan) 76,633,143.08 20,252,909.72 278.38 Net cash flow arising from operating activities per share (Yuan/share) 0.13 0.03 278.38 Basic earnings per share (Yuan/share) -0.17 -0.02 Inapplicable Diluted earnings per share (Yuan/share) -0.17 -0.02 Inapplicable Weighted average ROE (%) -3.86 -0.47 Inapplicable Weighted average ROE after deducting the non-recurring losses and gains (%) -3.87 -0.51 Inapplicable Items of non-recurring gains and losses Amount in year-begin to the end of report period Net amount of non-operating income and expense 187,252.84 Total 187,252.84 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 50,124 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full Name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares SHENZHEN GUANGJU ELECTRONIC INVESTMENT CO., LTD 112,185,584 RMB ordinary share HONG KONG NAM HOI (INTERNATIONAL) LIMITED 92,123,248 Domestically listed foreign share SHENZHEN ENERGY GROUP CO., LTD. 65,106,130 RMB ordinary share BNP P P/PAND INVESTMENT CO., LTD. 49,576,518 Domestically listed foreign share STATE GRID SHENZHEN ENERGY DEVELOPMENT GROUP CO., LTD. 35,999,805 RMB ordinary share YAN TIAN GONG 3,493,800 Domestically listed foreign share YANG SHI MIN 2,299,710 Domestically listed foreign share Guotai Junan Securities Co., Ltd. 2,129,916 RMB ordinary share Zhongshan Changli Real Estate Development Co., Ltd. 1,770,000 RMB ordinary share NAITO SECURITIES CO., LTD. 1,640,792 Domestically listed foreign shareShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 3 §3 Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable (1) Items in profit statement Item Change scope Main reason Operation profit Increased RMB 8,959.03 million Power generation quantity decrease and fuel cost rise. Income tax expense 320.77% Income tax withdrawn increased. Net profit attributable to owners of parent company Decreased RMB 9,240.61 million Operation profit and subsidies revenue decreased. (2) Items in balance sheet Item Change scope Main reason Account paid in advance 35.57% Account paid to goods suppliers in advance increased. Other accounts receivable 47.99% Bid bond for procurement of oil increased. Notes payable -44.51% Bank acceptance of raw materials purchase decreased. Account payable 361.42% Account payable for goods from suppliers increased. Account received in advance 91.34% Account received in advance for goods increased. Interest payable -41.06% Interest payable to bank decreased. Long-term borrowing 64.10% Long-term borrowing from bank newly increased. Other non-current liabilities 38.96% Assets-related government subsidy received increased (3) Items in cash flow statement Item Change scope Main reason Net cash flow arising from operating activities 278.38% Operational items payable increased. Net cash flow arising from investment activities Increased RMB 6,411.93 million Decreased expenditure for purchasing fixed assets and decreased cash paid for investment. Net cash flow arising from financing activities 2,581.17% Loan increased 3.2 Analysis and explanation of significant events and their influence and solutions √Applicable □Inapplicable In 2009, Deloitte Touche Tohmatsu issued unqualified auditor’s report with emphasized events for the Company. For progress of the events involved in the non-standard unqualified opinion in the report period, please refer to Notice 2010-011 on Apr. 13, 2010. 3.3 Implementations of commitments by the Company, shareholders and actual controller □Applicable √InapplicableShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 4 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period. No investors’ field research, telephone communication and written inquiries are received in the report period. 3.5.3 Particulars about the explanations on other significant events √Applicable □Inapplicable 1. In the report period, there were no such situations as the followings: the Company supplied funds to controlling shareholders or other related parties, or supplied external guarantees against the regulations; 2. In the report period, the Company did not sign up any material contract. 3.6 Derivatives investment □Applicable √Inapplicable §4 Appendix 4.1 Balance sheet March 31, 2010 Prepared by Shenzhen Nanshan Power Co., Ltd. Unit: RMB Item MergeEr nding baPlaanrceen t Company MergBeerg inning bPaalraenncte C ompany Current assets: Monetary funds 492,299,148.95 157,499,300.64 379,162,100.63 35,564,935.05 Settlement provision Inter-bank lending Financial assets held-for-trade Notes receivable 200,000.00 200,000.00 Accounts receivable 268,262,581.18 97,300,822.13 339,735,079.02 86,395,444.92 Accounts paid in advance 5,992,139.83 5,277,996.64 4,419,870.02 2,359,390.63 Premium receivable Accounts receivable reinsurance Accounts receivable reinsurance reserve Interest receivable Dividend receivable 597,875,904.41 597,875,904.41 Other receivables 17,959,352.19 853,829,074.45 12,135,292.96 871,865,434.98Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 5 Redemptory monetary capital for sale Inventories 1,323,756,376.91 168,001,790.08 1,344,705,190.19 195,072,444.79 Non-current assets due within one year Other current assets 150,000,000.00 240,000,000.00 Total current assets 2,108,469,599.06 2,029,784,888.35 2,080,357,532.82 2,029,133,554.78 Non-current assets: Loans and advances Finance asset available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment 300,069,150.41 790,592,000.17 262,754,150.41 753,277,000.17 Investment property 8,380,428.00 8,550,910.89 Fixed assets 2,247,971,672.86 349,775,267.31 2,286,167,921.21 355,995,467.10 Construction in progress 218,568,827.42 57,643,756.04 203,626,585.32 46,316,005.30 Engineering material Disposal of fixed asset 5,875,631.20 5,875,631.20 Productive biological asset Oil and gas asset Intangible assets 57,409,735.64 1,065,874.87 58,188,188.59 1,368,935.26 Expense on Research and Development Goodwill Long-term expenses to be apportioned 412,611.66 256,495.13 465,561.90 284,795.36 Deferred income tax asset 20,609,842.25 16,949,151.06 20,609,842.25 16,949,151.06 Other non-current asset Total non-current asset 2,859,297,899.44 1,216,282,544.58 2,846,238,791.77 1,174,191,354.25 Total assets 4,967,767,498.50 3,246,067,432.93 4,926,596,324.59 3,203,324,909.03 Current liabilities: Short-term loans 2,482,000,000.00 1,575,000,000.00 2,419,120,000.00 1,499,000,000.00 Borrowing from the central bank Accept money deposits and call loans from banks Inter-bank borrowing Transaction financial liabilities Notes payable 37,852,837.46 68,210,216.75 Accounts payable 96,649,092.59 48,244,914.04 20,945,942.55 8,379,394.63 Accounts received in advance 1,127,018.92 589,000.00 Financial assets sold forShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 6 repurchase Commissions payable Wage payable 43,071,878.40 26,060,981.47 45,213,658.24 25,524,730.72 Taxes payable -404,871,256.76 -351,004,735.56 -400,141,494.43 -358,913,337.70 Interest payable 1,839,762.40 2,308,596.25 3,121,564.50 3,998,222.73 Dividend payable Other accounts payable 338,583,853.98 313,620,839.10 353,795,654.34 363,707,613.87 Accounts payable for reinsurance Insurance contract reserve fund Acting trading securities Acting sale securities Non-current liabilities due within 1 year 165,000,000.00 110,000,000.00 200,000,000.00 110,000,000.00 Other current liabilities Total current liabilities 2,761,253,186.99 1,724,230,595.30 2,710,854,541.95 1,651,696,624.25 Non-current liabilities: Long-term loans 256,000,000.00 156,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 5,350,000.00 3,850,000.00 Total non-current liabilities 261,350,000.00 159,850,000.00 Total liabilities 3,022,603,186.99 1,724,230,595.30 2,870,704,541.95 1,651,696,624.25 Owner’s equity (or shareholder’s equity) Paid in capital (or share capital) 602,762,596.00 602,762,596.00 602,762,596.00 602,762,596.00 Capital public reserve 363,629,927.51 288,769,132.47 363,629,927.51 288,769,132.47 Less: Inventory shares Special reserve Surplus public reserve 332,908,397.60 332,908,397.60 332,908,397.60 332,908,397.60 Provision of general risk Retained profit 443,093,932.30 297,396,711.56 547,986,755.29 327,188,158.71 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 1,742,394,853.41 1,521,836,837.63 1,847,287,676.40 1,551,628,284.78 Minority interests 202,769,458.10 208,604,106.24 Total owner’s equity 1,945,164,311.51 1,521,836,837.63 2,055,891,782.64 1,551,628,284.78 Total liabilities and owner’s equities 4,967,767,498.50 3,246,067,432.93 4,926,596,324.59 3,203,324,909.03Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 7 4.2 Profit statement Jan.-Mar., 2010 Prepared by Shenzhen Nanshan Power Co., Ltd. Unit: RMB Item MergerC urrent pePraioredn t Company Merger Last pePraioredn t Company I. Total operating income 277,528,735.50 33,298,570.68 365,346,858.88 64,100,840.81 Including: Operating income 277,528,735.50 33,298,570.68 365,346,858.88 64,100,840.81 Interest income Insurance gained Commission charge and commission income II. Total operating cost 457,407,856.92 63,090,017.83 455,635,714.61 86,866,423.32 Including: Operating cost 406,357,906.95 53,359,142.56 392,632,944.49 76,457,537.03 Interest expense Commission charge and commission expense Surrender value Net compensation payment Net amount of reserves for reinsurance contract Policy dividend expense Reinsurance premium income Business taxes and surcharges 1,242,606.72 804,922.86 1,504,435.15 1,020,916.11 Sales expenses 286,000.43 249,876.62 Administration expenses 22,564,681.76 1,730,318.91 28,316,452.46 3,185,890.52 Financial expenses 26,956,661.06 7,195,633.50 32,932,005.89 6,202,079.66 Losses of devaluation of asset Add: Changing income of fair value (loss expressed with a “-”) Investment income (loss expressed with a “-”) Including: income from investment in associates and joint ventures Exchange gain (loss expressed with a “-”) III. Operating profit (loss expressed with a “-”) -179,879,121.42 -29,791,447.15 -90,288,855.73 -22,765,582.51 Add: Non-operating income 69,675,522.56 83,674,464.60 13,194,831.00 Less: Non-operating 31,650.00 40,391.67Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 8 expense Including: Disposal loss of non-current asset IV. Total profit (loss expressed with a “-”) -110,235,248.86 -29,791,447.15 -6,654,782.80 -9,570,751.51 Less: Income tax 492,222.27 116,981.31 V. Net profit (loss expressed with a “-”) -110,727,471.13 -29,791,447.15 -6,771,764.11 -9,570,751.51 Net profit attributable to owners of parent company -104,892,822.99 -29,791,447.15 -12,486,734.11 -9,570,751.51 Minority shareholders’ gains and losses -5,834,648.14 5,714,970.00 VI. Earnings per share i. Basic earnings per share -0.174 -0.021 ii. Diluted earnings per share -0.174 -0.021 Ⅶ. Other consolidated income Ⅷ. Total consolidated income -110,727,471.13 -29,791,447.15 -6,771,764.11 -9,570,751.51 Total consolidated income attributable to owners of parent company -104,892,822.99 -29,791,447.15 -12,486,734.11 -9,570,751.51 Total consolidated income attributable to minority shareholders -5,834,648.14 5,714,970.00 4.3 Cash flow statement Jan.-Mar., 2010 Prepared by Shenzhen Nanshan Power Co., Ltd. Unit: RMB Item MergerC urrent pePraioredn t Company Merger Last pePraioredn t Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 450,814,094.97 198,831,965.70 614,696,653.14 241,051,805.40 Net increase in deposits and due from banks Net increase in borrowing from the central bank Net increase in placements from other financial institutions Receipt from primary insurance premium Net cash flow from reinsurance Net increase in insured savings and sum invested Net increase in disposalShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 9 of financial assets held-for-trade Receipt from interest, poundage and commission Net increase in inter-bank borrowing Net increase in repurchase Write-back of tax received 8,057,298.00 8,690,096.12 Other cash received concerning operating activities 26,901,522.98 123,365,702.42 17,161,639.11 77,586,536.75 Subtotal of cash inflow arising from operating activities 485,772,915.95 322,197,668.12 640,548,388.37 318,638,342.15 Cash paid for purchasing commodities and receiving labor service 305,010,207.79 97,468,204.39 552,058,279.30 330,488,364.75 Net increase in loans and advances Net increase in due from central bank and others Payments for primary insurance indemnity Cash paid for interest, commission charge and commission expense Payment for policy dividend Cash paid to/for staff and workers 26,693,167.46 12,978,130.88 26,457,398.04 16,671,236.99 Taxes paid 19,554,487.25 2,868,882.44 22,190,954.14 4,182,552.61 Other cash paid concerning operating activities 57,881,910.37 92,881,261.14 19,588,847.17 302,408,520.33 Subtotal of cash outflow arising from operating activities 409,139,772.87 206,196,478.85 620,295,478.65 653,750,674.68 Net cash flows arising from operating activities 76,633,143.08 116,001,189.27 20,252,909.72 -335,112,332.53 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from obtaining investment gain Net cash received from disposal of fixed, intangible and other long-term assets 520.00 Net cash received from disposal of subsidiaries and other business units Other cash received concerning investingShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 10 activities Subtotal of cash inflow arising from investment activities 520.00 Cash paid for purchasing fixed, intangible and other long-term assets 17,658,898.44 13,519,535.81 51,379,481.82 3,510,121.57 Cash paid for investment 37,315,000.00 37,315,000.00 67,714,286.00 67,714,286.00 Net increase in pledge loans Net cash received from the payment by subsidiaries and other business units Other cash paid concerning investment activities Subtotal of cash outflow arising from investment activities 54,973,898.44 50,834,535.81 119,093,767.82 71,224,407.57 Net cash flows arising from investing activities: -54,973,898.44 -50,834,535.81 -119,093,247.82 -71,224,407.57 III. Cash flows arising from financing activities Cash received from absorbing investment Including: cash received from subsidiaries’ absorbing minority shareholder investment Cash received from loan 1,037,000,000.00 585,000,000.00 876,572,517.27 530,000,000.00 Cash received from bond issuance Other cash received concerning financing activities Subtotal of cash inflow from financing activities 1,037,000,000.00 585,000,000.00 876,572,517.27 530,000,000.00 Cash paid for settling debts 909,120,000.00 509,000,000.00 832,534,841.04 94,327,000.00 Cash paid for dividend and profit distributing or interest paying 36,402,196.32 19,232,287.87 40,625,814.30 17,384,042.93 Including: dividend and profit paid to minority shareholders by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 945,522,196.32 528,232,287.87 873,160,655.34 111,711,042.93 Net cash flows 91,477,803.68 56,767,712.13 3,411,861.93 418,288,957.07Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2010 (Full Text) 11 arising from financing activities IV. Influence on cash due to fluctuation in exchange rate 154,185.84 -586.42 V. Net increase of cash and cash equivalents 113,137,048.32 121,934,365.59 -95,274,290.33 11,951,630.55 Add: Balance of cash and cash equivalents at the period -begin 356,362,100.63 35,564,935.05 429,507,715.29 29,272,846.21 VI. Balance of cash and cash equivalents at the period -end 469,499,148.95 157,499,300.64 334,233,424.96 41,224,476.76 4.4 Auditor’s report Auditor’s opinions: Un-audited