深圳南山热电股份有限公司 2013 半年度报告全文 Shenzhen Nanshan Power Co., Ltd. SEMI-ANNUAL REPORT 2013 Notice No.: 2013-027 13 August 2013 1 深圳南山热电股份有限公司 2013 半年度报告全文 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or 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. All directors are attended the Board Meeting for report deliberation. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Chairman of the company Yang Haixian, managing director Fu Bo, CFO Lu Xiaoping and financial management manager Huang Jian hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2013. The report has been prepared in both Chinese and English, for any discrepancies, the Chinese version shall prevail. Please read the full report seriously, concerning the forward-looking statements with future planning involved in the Semi-Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. 2 深圳南山热电股份有限公司 2013 半年度报告全文 Content Semi-Annual Report 2013 .................................................................................................................1 Section I Important Notice, Contents and Paraphrase ..................................................................4 Section II Company Profile ...............................................................................................................5 Section III Accounting data and summary of finnaical indexes ....................................................7 Section IV Report of the Board of Directors ...................................................................................9 Section V Important Events ............................................................................................................15 Section VI Changes in shares and particular about shareholders.................................................0 Section VII Directors, Supervisors and Senior Executives .........................................................25 Section VIII Financial Report.........................................................................................................25 Section IX Documents Available for Reference ...........................................................................25 3 深圳南山热电股份有限公司 2013 半年度报告全文 Paraphrase Items Refers to Definition Shenzhen Nanshan Power Co., Ltd. Company, the Company, Shen Nan Dian Refers to Shen Nan Dian Zhongshan Co Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd. Shen Nan Dian Dongguan Co Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd Shenzhen Shennandian Turbine Engineering Technology Co., Shen Nan Dian Engineering Co., Refers to Ltd. Shen Nan Dian Envionment Protection Co., Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd. Server Co., Refers to Shenzhen Server Petrochemical Supplying Co., Ltd. New Power, New Power Co., Refers to Shenzhen New Power Industrial Co., Ltd. Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd. Zhongshan Shenzhong Real Estate Investment Properties Co., Shenzhong Properties Company Refers to Ltd Shenzhong Real Estate Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd Syndidome Co., Refers to Hong Kong Syndidome Co., Ltd. Jiangxi Nuclear Power Refers to CPI Jiangxi Nuclear Power Co., Ltd. 4 深圳南山热电股份有限公司 2013 半年度报告全文 Section II Company profile I. Company Profile Short form for share Shen Nan Dian A, Shen Nan Dian B Code for share 000037, 200037 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳南山热电股份有限公司 Abbr. of Chinese name of the 深南电 A、深南电 B Company(if applicable) Legal Representative Yang Haixian II. Contact person and ways Secretary of the Board Rep. of securities affairs Name Hu Qin - 16/F-17/F, Hantang Building, OCT, Contact adds. Nanshan District, Shenzhen, Guangdong - Province Tel. 0755-26948888 - Fax. 0755-26003684 - E-mail investor@nspower.com.cn - III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □ Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2012. 2. Information disclosure and preparation place Whether information disclosure and preparation place changed in reporting period or not □ Applicable √ Not applicable The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2012. 5 深圳南山热电股份有限公司 2013 半年度报告全文 3. Registration changes of the Company Whether registration has changed in reporting period or not □ Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and organization code have no change in reporting period, found more details in Annual Report 2012. 4. Other relevant information Whether other relevant information has changed in reporting period or not □ Applicable √ Not applicable 6 深圳南山热电股份有限公司 2013 半年度报告全文 Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Increase/decrease in this Current period Same period of last year report y-o-y (%) Operating revenue (RMB) 565,476,934.91 705,842,198.56 -19.89% Net profit attributable to shareholders of -101,535,348.67 -105,739,436.64 -3.98% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -110,880,260.43 -128,966,580.86 -14.02% non-recurring gains and losses(RMB) Net cash flow arising from operating 505,430,314.24 121,728,257.73 315.21% activities(RMB) Basic earnings per share (RMB/Share) -0.17 -0.18 -5.56% Diluted earnings per share (RMB/Share) Not applicable Not applicable - Weighted average ROE (%) -6.78% -6.22% -0.56% Increase/decrease in this End of current period End of last period report-end over that of last period-end (%) Total assets (RMB) 5,567,046,294.66 5,536,067,729.98 0.56% Net assets attributable to shareholder of 1,447,384,079.13 1,548,919,427.80 -6.56% listed company(RMB) II. Difference of accounting data under CAS and IAS The net profit and net assets in and out of China stays the same in reporting period. III. Items and amounts of extraordinary profit (gains)/loss In RMB Item Amount Note Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to 1,478,830.68 - national standards, which are closely relevant to enterprise’s business) 7 深圳南山热电股份有限公司 2013 半年度报告全文 Other non-operating income and expenditure except for the 460,940.17 - aforementioned items Import VAT refunds for natural gas 10,739,822.79 - Impact on minority shareholders’ equity (post-tax) -3,334,681.88 - Total 9,344,911.76 -- 8 深圳南山热电股份有限公司 2013 半年度报告全文 Section IV. Report of the Board of Directors I. Introduction As the prediction at the beginning of the year, economy condition in Guangdong province presented a steady state in the first half of the year, demands of power for whole society growth steady in a low speed, the province overall electricity market shows a balance in terms of supply and demand. Being affected by more supplying ability to Shenzhen from provincial grid, electricity purchased outside rising rapidly and the dilemma condition of power subsidy from the government, the generating capacity of 9E gas turbine power plant still suffer a lot in restriction. At the same time, Guangdong Province continued to use subsidies standards of 2012 in 2013, that is, annual gas processing fees implemented the principle of “balance of payments, determine expenditures on income”, no new subsidy policy for local gas turbine power enterprise come up, than the price of natural gas continued to operating in a high level. Under the premise of ensuring safety in production, to all difficulties the abovementioned, the company further tapped the potential for consumption reduction and increased income and decreased expenditure in reporting period. However, due to a serious shortage of generating capacity, the electricity prices were still hanging upside, subsidies could not cover the actual cost of electricity; the Company was still in a loss. II. Main business analysis Introduction During the reporting period, the accumulative operating revenue of the Company was RMB 565,476,900, a 19.89% down as compared to the same period of last year, operating costs was RMB 911,164,200, a 20.55% down as compared to the same period of last year, which mainly due to the generating capacity reduced; Net profit attributable to owners of the parent company was RMB -101,535,300, basically the same as the period one year before; and the main reason for loss was that electricity prices were still hanging upside, subsidies could not cover the actual cost of electricity. As of 30 June 2013, the Company’s total assets was about RMB 5.567 billion, net assets was RMB 1.609 billion and the asset-liability ratio was up to 71.10%. Y-o-y changes of main financial data In RMB Y-o-y increase/decrease Current period Same period of last year Reasons for changes (%) Operating revenue 565,476,934.91 705,842,198.56 -19.89% - Operating costs 911,164,225.22 1,146,829,174.36 -20.55% - Mainly because emergency handing charges for sludge Sales expenses 1,097,790.70 510,156.84 115.19% transport from Shen Nan Dian Envionment Protection Co., increased. Administration expenses 45,078,741.44 50,598,310.93 -10.91% - Finance expenses 102,005,328.28 101,300,639.07 0.7% - 9 深圳南山热电股份有限公司 2013 半年度报告全文 Shen Nan Dian Income tax expenses 638,646.90 -100% Dongguan Co., was at a loss in the period. Payable unpaid Net cash flow arising 505,430,314.24 121,728,257.73 315.21% purchases of natural gas from operating activities increased Expenditure of Net cash flow arising construction of long-term from investment -16,214,944.45 55,960,903.08 -128.98% assets increased, activities recovery of investment funds decreased. Net cash flow arising Net financing decreased, -398,063,841.88 -167,038,600.00 138.31% from financing activities financial costs increased. Net cash flow from Net increase of cash and 91,004,926.21 10,598,395.33 758.67% operating activities cash equivalent increased. Major changes on profit composition or profit resources in reporting period □ Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period. The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable No future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable Review on the previous business plan and its progress during reporting period 1. In reporting period, the Company achieved the safety management target of “Four Nos”, safety in production with 3,348 days in a row, providing an important guarantee for daily operation and sustainable development of the Company. 2. Being deliberated and approved in annual Board Meeting and Shareholders’ General Meeting, Shenzhong Real Estate Company and Shenzhong Property Company have implemented the vary pre-phrase works in terms of land development projects. 3. Active to comprehend relevant Xinjiang-supporting policy, participate in research of the Guangdong Xinjiang-supporting Project, investigate the power market and investment environment in Kashgar, furthermore, entered into a “Cooperation Framework Agreement for Investment and Development Projects” with local government. III. Constitution of main business In RMB Operating Gross profit ratio Increase or Increase or Increase or Operating cost revenue (%) decrease of decrease of decrease of gross 10 深圳南山热电股份有限公司 2013 半年度报告全文 operating revenue operating cost profit ratio over over same period over same period same period of of last year (%) of last year (%) last year (%) According to industries Energy 541,342,937.69 889,160,298.08 -64.25% -20.84% -21.43% -24.68% Engineering 510,000.00 2,408,143.85 -372.19% 6.25% 0.07% -292.14% labor Sludge drying 20,730,847.11 14,979,601.46 27.74% 5.87% 66.65% -90.11% Other revenue 2,072,210.23 4,522,366.87 -118.24% 18.35% 26.23% -67.11% According to products Power marketing 540,526,165.74 888,742,410.93 -64.42% -20.58% -20.97% 0.72% Thermal 816,771.95 417,887.15 48.84% -75.15% -94.08% 163.43% marketing Engineering labor 510,000.00 2,408,143.85 -372.19% 6.25% 0.07% 29.13% Sludge drying 20,730,847.11 14,979,601.46 27.74% 5.87% 66.65% -26.49% Rent and other 2,072,210.23 4,522,366.87 -118.24% 18.35% 26.23% -13.61% revenue According to region Shenzhen area 30,931.69 49,564.19 -60.24% -31.05% -28.68% -5.33% Dongguan area 9,788.48 19,849.38 -102.78% -11.25% -12.61% 3.16% Zhongshan area 15,827.52 21,702.85 -37.12% 7.73% -3.43% 15.84% IV. Core competitive-ness analysis The Company, as a leader in the field of gas turbine generator, was honor the title of “The biggest gas turbine power generation enterprise in China”; it is the enterprise with the most 9E (PG9171E gas-steam combined-cycle generator-transformer unit) held so far, and also it is the President Unit of Guangdong Gas Turbine Generator Association. The Company realized transformation from traditional power plant to a energy cascade comprehensive utilization enterprise in terms of power, cooling and heat supplying (hot-water and steam) to areas as well as recycling treatment of sludge. The Company named as the “National Advanced Unit of Recycle Economy” by National Development and Reform Commission (NDRC) in October 2012, one of only forth advanced units in Guangdong Province. After two decades construction and development, the Company has training and absorbing a large number of gas turbine technology specialist, meanwhile, through reinforcing the communication and cooperation with the industry in same profession, created a gas turbine talent training base, which lay out a favorable foundation for the follow-up development of the enterprise. With a favorable peaking performance in gas turbine, plus obviously environmental mitigation effect for natural gas, therefore, the gas turbine is indispensable to the economically developed coastal areas in particular, whether in terms of roles in emergency grid loading and regional security and environmental protection needs. Along with the reform and implementation of national electricity price system, natural gas reform and gas turbine enterprise still owns a competition-ness and major operation rooms. 11 深圳南山热电股份有限公司 2013 半年度报告全文 V. Investment analysis 1. External equity investment (1) External investment External investment Investment at same period of last year Investment in reporting period (RMB) Changes (%) (RMB) 8,000,000.00 8,000,000.00 0% Invested company Proportion of equity held by listed Name Main business company in invested company (%) Development, construction and operation of the nuclear power projects; power generating and relevant products; foreign trading (excluded import and export CPI Jiangxi Nuclear Power Co., Ltd. 5% business with state-run trade management concerned); (excluding projects, the above mentioned, with national special permission hold) 2. Trust management, derivative investment and entrust loans The Company has no trust management, derivative investment and entrust loans in reporting period. 3. Main subsidiaries and joint-stock companies analysis Main subsidiaries and joint-stock companies In RMB Main Industry Registered Operation Operation Name Type products or Total assets Net assets Net profit involved capital revenue profit service Shen Nan Dian Constructio (Dongguan) n and Power US$35,040, 970,984,479 275,253,208 97,884,779. -128,019,81 -24,776,228. Weimei Subsidiary operation of industry 000 .30 .81 39 4.86 79 Electric natural gas Power Co., power plant. Ltd Shenzhen Power Waste heat RMB 1,047,513,9 45,671,947. 153,437,901 -36,093,381 -36,093,381. Subsidiary New Power industry utilization 113,850,000 40.95 21 .33 .37 37 12 深圳南山热电股份有限公司 2013 半年度报告全文 Industrial technology Co., Ltd. developmen t (limited project excluded); power generation by waste heat utilization. Add: gas turbine electricity generated. Zhongshan Shenzhong RMB 1,077,714,7 17,972,152. -12,532,550 -12,233,405. Real Estate Subsidiary Real estate Real estate 0.00 177,800,000 37.68 82 .48 18 Developme nt Co., Ltd 4. Major project invested by non-raised funds In ten thousand Yuan Amount invested Total investment Amount invested in Project accumulative till end Progress Earnings planned this period of reporting period CPI Jiangxi Nuclear Developed prelimin 34,785.00 800.00 5,731.5 N/A Power Co., Ltd. ary work Total 34,785.00 800.00 5,731.5 - - VI. Prediction of business performance from January – September 2013 Estimation on 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 on reason □ Applicable √ Not applicable VII. Explanation from the Board for “Qualified Opinion” of last year’s In year 2011, Deloitte Touche Tohmatsu CPAs Co., Ltd. issued qualified auditor’s report with paragraph of emphasized matters for the Company. During the report period, the matter involved in non-standard qualified opinion has no any progress. (More details found in notice of No.: 2013-010 from Annual Report of 2012) 13 深圳南山热电股份有限公司 2013 半年度报告全文 VIII. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular □ Applicable √ Not applicable The Company has no profit distribution and shares converted from capital reserve either, which was deliberated and approved in annual shareholders’ general meeting of 2012. IX. In the report period, reception of research, communication and interview No reception of research, communication and interview occurred in reporting period. 14 深圳南山热电股份有限公司 2013 半年度报告全文 Section V. Iimportant Events I. Corporate governance In strict accordance with Company Law, Securities Law and relevant requirement of laws and regulations from CSRC, the Company further improves the governance structure and continues to operate regularly. Currently, actual condition of the corporate governance has roughly the same as requirement of normative documents with governance concerned issued from CSRC. 1. The Article of Association, Work Rules for Independent Directors and Management Method of On-line Voting for Shareholders’ General Meeting were revised in reproting period, and the revision should submite for deliberation in 15th meeting of 6th session of the board; 2. Undisclosed imformation offered to first largest shaerholder including: daily output, power production obstacles statemetn and accident statement as well as monthly security briefings. Present collected proposals to relevant directors and supervisors after revised in discussion of the GM office by secretariat of the Board, before board meeting and supervisory meeting helds, as required, and file in to the property rights legal department and administraive department at the same time. 3. Training the insider trading prevention between the directors, supervisors and manager with middle-and-high-ranking title, furthermore, increase the column of “Securities Regulation” in inner website for reprinting State Laws, administrative regulations, rules and regulation of supervison department. II. Significant lawsuits and arbitrations of the Company No significant lawsuits and arbitrations of the Company in reporting period. III. Question from media No universal questioned by media in reporting period IV. Bankruptcy reorganization In reporting period, the Company has no bankruptcy reorganization occurred. V. Transaction in assets The company had no major acquisitions, sales of assets and enterprise merger in the reporting. VI. Implementation and its influence of equity incentive The company had not yet made the plan of equity incentive in the reporting. 15 深圳南山热电股份有限公司 2013 半年度报告全文 VII. Insignificant related transactions 1. In the reporting period, the Company has no related transaction and assets acquisition with daily operational concerned, and no related transaction occurred from sales as well as material related transaction from jointly investment outside 2. Current related liabilities and debts Whether exist non-operating contact of related liabilities and debts or not √Applicable □Not applicable whether exist Balance at Occurred Balance at non-operating period-begin amount in the period-end (in Related parties Relationship Type Reason (in 10 period (in occupation of thousand 10 thousand 10 thousand funds Yuan) Yuan) Yuan) Current Debts payable Shen Nan Dian money from Subsidiary to related No 10,493.72 329.42 10,823.14 Engineering Company day-to-day party operations Claims No Shen Nan Dian receivable Profit Subsidiary 5,626.5 0 5,626.5 Engineering Company from related distribution party Claims Current No Shen Nan Dian receivable money from Subsidiary 56,517.48 -1,389.97 55,127.51 Zhongshan Company from related day-to-day party operations Claims Current No Shenzhong Real Estate receivable money from Subsidiary 73,582.62 1,932.97 75,515.59 Company from related day-to-day party operations Subsidiary Claims Current No Shenzhong Real Estate receivable money from 0 8,485.88 8,485.88 Company from related day-to-day party operations Subsidiary Claims Current No Shen Nan Dian receivable money from 8,110.27 214.78 8,325.05 Dongguan Company from related day-to-day party operations Subsidiary Current No Debts payable Shen Nan Dian money from to related 2,328.56 57.4 2,385.96 Dongguan Company day-to-day party operations Subsidiary Debts payable Current No New Power Company to related money from 61,831.41 7,453.15 69,284.56 party day-to-day 16 深圳南山热电股份有限公司 2013 半年度报告全文 operations Subsidiary Claims No receivable Profit New Power Company 59,787.59 0 59,787.59 from related distribution party Subsidiary Current No Debts payable money from Server Company to related 3,654.37 4.24 3,658.61 day-to-day party operations Subsidiary Claims Current No receivable money from Server Company 627.94 0 627.94 from related day-to-day party operations Subsidiary Claims Current No Shen Nan Dian receivable money from Environment 161.05 2,020.44 2,181.49 from related day-to-day Protection Company party operations Subsidiary Claims Current No receivable money from Singapore Company 14.43 6.8 21.23 from related day-to-day party operations Subsidiary Claims Current No receivable money from Syndidome Company 4.86 0.6 5.46 from related day-to-day party operations Subsidiary Current No Debts payable money from Syndidome Company to related 167.71 -2.83 164.88 day-to-day party operations Debts payable Capacity No Shenzhen Energy Shareholders to related advanced 1,458.6 0 1,458.6 Group party received Influence on business performance Influence on financial status from related liabilities and debts: increased current assets RMB and financial status of the Company from related liabilities and debts 112,715,000 in the period and increased current liabilities RMB 78,413,800 in the period. 3. Other insignificant related transactions The company had no other insignificant related transactions in reporting period. 17 深圳南山热电股份有限公司 2013 半年度报告全文 VIII. Significant contracts and its implementation 1. Trusteeship, contract and lease (1) Trusteeship Explanation on trusteeship According to the the “Operation Contract of Assts Trasteeship for Generator Unit of Shenzhen New Power Industrial Co., Ltd.” signed in 2003, the assets of generator units, owned by New Powe Company, the wholly-owned subsidiary of the Company, were being trusteeship by the Company. Service charge for the assets trust RMB 6,171,700 was obtained by the Company in reproting period. (2) Lease Statement of lease situation In RMB Basis for Influence on the Amount of Lease determinin Asset Valid from Expiry date Company from Lessor Lessee assets involved income g of lease lease income income The Shen Nan Land - 2011.01.01 2014.12.31 576,000.00 Agreement Net profit Company Dian price increased RMB Envionment 576,000.00. in Protection profit statement Co., The Shen Nan Office 3,533,679.16 2012.01.01 2014.12.31 330,000.00 Agreement Net profit Company Dian building price increased RMB Envionment 330,000.00. in Protection profit statement Co., Items generated over 10% gains/losses in total profit in reporting period for the Company □ Applicable √ Not applicable (3) The company had no other major trusteeship and contract except for the abovementioned 2. Guarantees In ten thousand Yuan Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Guarante Related Actual date of Complete e for Announcem happening Name of the Guarantee Actual Guarantee Guarantee implemen related ent (Date of Company guaranteed limit guarantee limit type term tation or party disclosure signing not (Yes or date agreement) no) Guarantee of the Company for the subsidiaries Name of the Related Guarantee Actual date of Actual Guarantee Guarantee Complete Guarante Company guaranteed Announcem limit happening guarantee limit type term implemen e for 18 深圳南山热电股份有限公司 2013 半年度报告全文 ent (Date of tation or related disclosure signing not party date agreement) (Yes or no) Shen Nan Dian Joint liability 2013-05-18 25,000 2013-06-03 20,000 1year No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 10,000 2013-05-02 10,000 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 7,500 2013-06-17 7,500 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 30,000 2012-08-28 13,136 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 5,000 2013-05-31 5,000 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 10,000 2012-08-03 10,000 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 7,000 2013-01-14 7,000 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 4,900 2013-05-15 2,000 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 1year 2013-05-18 500 2013-05-17 500 No Yes Dongguan Company guarantee Shen Nan Dian Joint liability 2year Environment 2013-05-18 10,000 2009-11-03 1,600 No Yes Protection Co. guarantee Shen Nan Dian Joint liability 1year Environment 2013-05-18 3,000 2012-09-13 2,000 No Yes Protection Co. guarantee New Power Joint liability 1year 2013-05-18 10,000 2012-12-14 10,000 No Yes Company guarantee New Power Joint liability 1year 2013-05-18 10,000 2012-12-20 10,000 No Yes Company guarantee New Power Joint liability 1year 2013-05-18 30,000 2012-11-26 20,000 No Yes Company guarantee Total amount of actual Total amount of approving occurred guarantee for guarantee for subsidiaries in 162,900 118,736 subsidiaries in report period report period (B1) (B2) Total balance of actual Total amount of approved guarantee for subsidiaries at guarantee for subsidiaries at the 162,900 118,736 the end of reporting period end of reporting period (B3) (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of approving Total amount of actual guarantee in report period 162,900 occurred guarantee in report 118,736 (A1+B1) period (A2+B2) Total amount of approved 162,900 Total balance of actual 118,736 19 深圳南山热电股份有限公司 2013 半年度报告全文 guarantee at the end of report guarantee at the end of report period (A3+B3) period (A4+B4) The proportion of the total amount of actually guarantee in the 73.79% net assets of the Company (that is A4+ B4) (%) Including: Amount of guarantee for shareholders, actual controller and its 0 related parties(C) The debts guarantee amount provided for the guaranteed parties 115,136 whose assets-liability ratio exceed 70% directly or indirectly(D) Proportion of total amount of guarantee in net assets of the 824,463.42 Company exceed 50%(E) Total amount of the aforesaid three guarantees(C+D+E) 197,582.5 Explanations on possibly bearing joint and several liquidating Nil responsibilities for undue guarantees (if applicable) Explanations on external guarantee against regulated Nil procedures (if applicable) 3. Other significant contract Net book Appraisal value of value of Base date Whether assets assets Appraisal of assets Dealing the Parties in involved involved( agency Implementa Counterp Date for evaluatio Pricing price (10 related Relations the (10 10 (if tion end as arty signing n (if principle thousand transacti hip contract thousand thousand applicabl the Report applicabl Yuan) on or Yuan) (if Yuan) (if e) e) not applicabl applicabl e) e) Be composed of three parts of Guangd LNG ong price, Trade comprehen Branch sive Refer Related of Not Not Not Not service Not The to contracts CNOO 2013-1 applica applica applica applica charge and applica compan ble ble ble ble pricing No ble still in C Gas -15 taxes. Two y princip implemen & different les ting Power price of Group LNG Co., should be Ltd. set in two period later from 2013, 2014 and later 20 深圳南山热电股份有限公司 2013 半年度报告全文 contract years IX. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period No commitments mad by the Company and directors, supervisors, senior executives and shareholders holding above 5% shares of the Company, that probably arising major influence on the operation results and financial status of the Company, in reporting period or commitments extending to the reporting period X. Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No XI. Explanation on other significant events In year 2012, Deloitte Touche Tohmatsu CPAs Co., Ltd. issued qualified auditor’s report with paragraph of emphasized matters for the Company. In the reporting period, the progress of the matter involved in non-standard qualified opinion was disclosed in Annual Report 2012 dated 23 April 2013. (More details found in Juchao Website of Notice No.: 2013-010) 21 深圳南山热电股份有限公司 2013 半年度报告全文 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in Shares Before the Changes Increase/Decrease in the Change (+, -) After the Changes Public Proportion Newly- Proportio Bonus reserve-co Amount issued Others Subtotal Amount (%) shares nverted n (%) shares shares I. Restricted shares 18,263 18,263 5. Senior executives’ 18,263 18,263 shares 602,744,3 602,744,3 II. Unrestricted shares 33 33 338,894,0 338,894,0 1.RMB ordinary shares 12 12 2.Domestically listed 263,850,3 263,850,3 foreign shares 21 21 602,762,5 602,762,5 III. Total shares 96 96 Reasons for share changed □ Applicable √ Not applicable Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changes □ Applicable √ Not applicable Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period □ Applicable √ Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators □ Applicable √ Not applicable Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company □ Applicable √ Not applicable II. Number of shares and shares held In Share Total shareholders at period-end 39,274 Shareholders with over 5% shares held Numb Change Amou Amou Number of share pledged/frozen Nature of Proportion of Shareholders er of s in nt of nt of shareholder shares held (%) State of share Amount shares reporti restric un-res 22 深圳南山热电股份有限公司 2013 半年度报告全文 held ng ted tricted at period shares shares period held held -end Shenzhen State-owned 16.72% 100,7 100,7 Guangju corporate 69,71 69,71 Industrial Co., Ltd. 2 2 HONG KONG Overseas 15.28% 92,12 92,12 NAM HOI corporate 3,248 3,248 (INTERNATIO NAL) LTD SHENZHEN State-owned 10.8% 65,10 65,10 ENERGY corporate 6,130 6,130 (GROUP) CO., LTD. BNP P Overseas 8.2% 49,42 49,42 P/PANDA corporate 6,518 6,518 INVESTMENT COMPANY LIMITED State-owned 5.42% 32,67 Reduci 32,67 STATE GRID corporate 3,560 ng 3,560 SHENZHEN ENERGY 975,00 DEVELOPME 0 NT (GROUP) CO., LTD. shares held Yang Fangping Domestic 0.27% 1,620, 1,620, natural person 900 900 Wang Lan Domestic 0.27% 1,602, 1,602, natural person 500 500 Jinbang Overseas 0.25% 1,500, 1,500, Security Holding Co., corporate 000 000 Ltd Wang Domestic 0.21% 1,253, 1,253, Tingsheng natural person 078 078 Ji Hongjun Domestic 0.19% 1,152, 1,152, natural person 700 700 1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong Nam Explanation on associated Hoi (International) Limited; relationship among the aforesaid 2. Among other social public shareholders, the Company did not know whether there were shareholders associated relationships or belonging to consistent actors. Particular about top ten shareholders with un-restrict shares held 23 深圳南山热电股份有限公司 2013 半年度报告全文 Type of shares Shareholders Amount of un-restrict shares held at period-end Type Amount Shenzhen Guangju Industrial Co., 100,769,712 RMB ordinary 100,769,712 Ltd. shares HONG KONG NAM HOI 92,123,248 Domestically 92,123,248 (INTERNATIONAL) LTD listed foreign shares SHENZHEN ENERGY (GROUP) 65,106,130 RMB ordinary 65,106,130 CO., LTD. shares BNP P P/PANDA INVESTMENT 49,426,518 Domestically 49,426,518 COMPANY LIMITED listed foreign shares STATE GRID SHENZHEN 32,673,560 RMB ordinary 32,673,560 ENERGY DEVELOPMENT (GROUP) CO., LTD. shares Yang Fangping 1,620,900 RMB ordinary 1,620,900 shares Wang Lan 1,602,500 RMB ordinary 1,602,500 shares 1,500,000 Domestically 1,500,000 Jinbang Security Holding Co., Ltd listed foreign shares Wang Tingsheng 1,253,078 RMB ordinary 1,253,078 shares Ji Hongjun 1,152,700 RMB ordinary 1,152,700 shares 1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong Nam Expiation on associated Hoi (International) Limited; relationship or consistent actors 2. Among other social public shareholders, the Company did not know whether there were within the top 10 un-restrict associated relationships or belonging to consistent actors. shareholders and between top 10 un-restrict shareholders and top 10 shareholders Whether has a buy-back agreement in reporting period or not □Yes √No III. Changes of controlling shareholders or actual controller 1. Controlling shareholders The company had no controlling shareholders, which had no changes in reporting period. 2. Actual controller The company had no actual controller, which had no changes in reporting period. 24 Section VII. Directors, Supervisors and Senior Executives I. Changes of shares held by directors, supervisors and senior executives □ Applicable √ Not applicable Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2012. II. Resignation and dismissal of directors, supervisors and senior executives Directors, supervisors and senior executives of the company were in office and had on changes in reporting period. Section VIII. Financial Report (Un-audited) The 2013 Semi-annual Financial Report is un-audited (attached). IX. Documents Available for Reference I.Semi-annual Report of 2013 carried with the personnel signature of Legal Representative; II.Accounting Statements carried with the signature and seals of the Legal Representative, General Manager and CFO; III.All the original Company’s documents and public notices disclosed in Securities Times, China Securities Journal and Hong Kong Commercial Daily in the report period; IV.Place for inspection: Secretariat of the Board of Director of the Company. Shenzhen Nanshan Power Co., Ltd. 13 August 2013 25 深圳南山热电股份有限公司 2013 半年度报告全文 Accounting Statement & Annotations January - June of 2013 1 深圳南山热电股份有限公司 2013 半年度报告全文 Consolidated Balance Sheet In RMB Liabilities and owner’s Assets 2013-6-30 2012-12-31 2013-6-30 2012-12-31 equity Current assets: Current liabilities: Monetary fund 617,857,047.62 526,852,121.41 Short-term loan 2,961,361,552.86 3,210,361,552.86 Note receivable - - Note payable 20,000,000.00 29,670,000.00 Account receivable 895,924,610.09 924,997,868.15 Account payable 515,640,970.10 70,970,449.91 Account paid in Account received in 2,121,505.69 12,132,738.08 17,058,855.00 14,586,000.00 advance advance Interest receivable - - Remuneration payable 32,824,690.65 35,431,332.25 Dividend receivable - - Tax payable 167,226.67 2,961,440.37 Other accounts 19,526,261.11 16,297,883.22 Interest payable 91,624,493.40 86,232,475.82 receivable Inventory 1,295,424,894.51 1,220,486,524.51 Dividend payable - - Long-term debt investment due within - - Other account payables 260,758,702.34 303,027,729.31 one year Long-term liabilities Other current assets 564,741,615.01 606,661,855.88 - - due within one year Other current liabilities - - Total current assets 3,395,595,934.03 3,307,428,991.25 Total current liabilities 3,899,436,491.02 3,753,240,980.52 Non-current assets: Non-current liabilities: Long-term equity 57,315,000.00 49,315,000.00 Long-term borrowing 16,000,000.00 16,000,000.00 investment Other non-current Investment real estate 4,208,016.79 4,429,359.55 42,536,634.96 44,015,465.64 liabilities Total non-current Fixed assets 1,973,616,480.73 2,040,100,204.81 58,536,634.96 60,015,465.64 liabilities Project under 50,430,997.18 47,177,164.98 Total liabilities 3,957,973,125.98 3,813,256,446.16 construction Disposal of fixed - - Owners’ equity: assets Intangible assets 60,767,233.67 62,471,514.35 Share capital 602,762,596.00 602,762,596.00 Long-term expenses 20,828.60 45,822.68 Capital reserve 363,633,446.84 363,633,446.84 to be amortized Deferred income tax 2,782,546.88 2,782,546.88 Surplus reserves 332,908,397.60 332,908,397.60 assets Other non-current 22,309,256.78 22,317,125.48 Retained profit 148,079,638.69 249,614,987.36 assets Translation difference Total non-current 2,171,450,360.63 2,228,638,738.73 in foreign currency - - assets statement Total equity attributable to owners of the parent 1,447,384,079.13 1,548,919,427.80 company Minority shareholders’ 161,689,089.55 173,891,856.02 equity 2 深圳南山热电股份有限公司 2013 半年度报告全文 Total shareholders' 1,609,073,168.68 1,722,811,283.82 equity Total liabilities and Total assets 5,567,046,294.66 5,536,067,729.98 5,567,046,294.66 5,536,067,729.98 shareholders’ equity Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Balance Sheet of Parent Company In RMB Liabilities and owner’s Assets 2013-6-30 2012-12-31 2013-6-30 2012-12-31 equity Current assets: Current liabilities: Monetary fund 354,811,794.41 204,114,395.05 Short-term loan 1,810,000,000.00 1,929,000,000.00 Note receivable - - Note payable - - Account receivable 639,658,493.43 589,569,090.03 Account payable 389,983,926.50 9,875,959.85 Account paid in Account received in 329,761.21 394,954.21 14,586,000.00 14,586,000.00 advance advance Interest receivable - - Remuneration payable 15,810,249.94 17,344,092.23 Dividend receivable 654,140,866.58 654,140,866.58 Tax payable 1,606,193.27 1,073,552.54 Other accounts 1,504,557,242.20 1,391,822,925.79 Interest payable 3,308,603.33 4,066,892.25 receivable Inventory 90,823,784.60 88,668,143.49 Dividend payable - - Long-term debt investment due within - - Other account payables 879,867,316.94 801,846,707.84 one year Long-term liabilities Other current assets 409,200,107.76 435,035,629.99 - - due within one year Other current liabilities - - Total current assets 3,653,522,050.19 3,363,746,005.14 Total current liabilities 3,115,162,289.98 2,777,793,204.71 Non-current assets: Non-current liabilities: Long-term equity 749,297,849.76 741,297,849.76 Long-term borrowing - - investment Investment real Other non-current - - 34,963,108.89 36,270,689.55 estate liabilities Total non-current Fixed assets 273,420,891.38 279,009,436.68 34,963,108.89 36,270,689.55 liabilities Project under 36,721,794.78 35,828,374.94 Total liabilities 3,150,125,398.87 2,814,063,894.26 construction Disposal of fixed - - Owners’ equity: assets Intangible assets 8,696,586.17 9,419,549.87 Share capital 602,762,596.00 602,762,596.00 Long-term expenses 20,828.60 45,822.68 Capital reserve 288,769,132.47 288,769,132.47 to be amortized Deferred income tax - - Surplus reserves 332,908,397.60 332,908,397.60 3 深圳南山热电股份有限公司 2013 半年度报告全文 assets Other non-current - - Retained profit 347,114,475.94 390,843,018.74 assets Translation difference Total non-current 1,068,157,950.69 1,065,601,033.93 in foreign currency - - assets statement Total shareholders’ 1,571,554,602.01 1,615,283,144.81 equity Total liabilities and Total assets 4,721,680,000.88 4,429,347,039.07 4,721,680,000.88 4,429,347,039.07 shareholders’ equity Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Consolidated Profit Statement In RMB Items Jan.-Jun. of 2013 Jan.-Jun. of 2012 I. Operation revenue 565,476,934.91 705,842,198.56 Less: operation cost 911,164,225.22 1,146,829,174.36 Operation tax and surcharge 3,024,057.73 3,279,859.65 Sales expense 1,097,790.70 510,156.84 Management expense 45,078,741.44 50,598,310.93 Financial expense 102,005,328.28 101,300,639.07 Loss of assets impairment - - Add: gain of fair value change - - Investment gain (loss) - - Including: gain (loss) of investment - - from affiliated and joint enterprises II. Operation profit (loss) -496,893,208.46 -596,675,942.29 Add: Non-operation revenue 383,165,093.32 474,161,438.45 Less: Non-operation expense 10,000.00 37,764.81 Including: Loss from disposal of non-current - - assets III. Total profit -113,738,115.14 -122,552,268.65 Less: income tax expense - 638,646.90 4 深圳南山热电股份有限公司 2013 半年度报告全文 IV. Net profit -113,738,115.14 -123,190,915.55 Net profit attributable to shareholders of -101,535,348.67 -105,739,436.64 parent company Minority interests -12,202,766.47 -17,451,478.91 V. Earnings per share - - (i) Basic earnings per share -0.17 -0.18 (ii) Diluted earnings per share Not applicable Not applicable VI. Other consolidated incomes - - VII. Total consolidated incomes -113,738,115.14 -123,190,915.55 Total consolidated incomes attributable to -101,535,348.67 -105,739,436.64 shareholders of the parent company Total consolidated incomes attributable to -12,202,766.47 -17,451,478.91 minority shareholders Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Profit Statement of Parent Company In RMB Items Jan.-Jun. of 2013 Jan.-Jun. of 2012 I. Operation revenue 144,185,090.51 344,470,185.31 Less: operation cost 323,163,492.48 533,917,664.37 Operation tax and surcharge 2,543,064.05 2,633,234.63 Sales expense - - Management expense 12,946,082.42 23,592,854.98 Financial expense 33,683,875.02 27,530,741.77 Loss of assets impairment - - Add: gain of fair value change - - Investment gain (loss) - - Including: gain (loss) of investment from affiliated and joint enterprises - - II. Operation profit (loss) -228,151,423.46 -243,204,310.44 Add: Non-operation revenue 184,422,880.66 263,213,275.10 5 深圳南山热电股份有限公司 2013 半年度报告全文 Less: Non-operation expense - 2,785.84 Including: Loss from disposal of non-current assets - - III. Total profit -43,728,542.80 20,006,178.82 Less: income tax expense - - IV. Net profit -43,728,542.80 20,006,178.82 V. Earnings per share - (i) Basic earnings per share Not applicable Not applicable (ii) Diluted earnings per share Not applicable Not applicable VI. Other consolidated incomes - - VII. Total consolidated incomes -43,728,542.80 20,006,178.82 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Consolidated Cash Flow Statement In RMB Items Jan.-Jun. of 2013 Jan.-Jun. of 2012 I. Cash flow from operation activities Cash received from sales of products and supply of labor 584,003,955.03 1,021,997,589.76 Tax expense returns received - - Cash received related to other operation activities 489,681,616.68 203,329,322.17 Subtotal of cash inflows from operation activities 1,073,685,571.71 1,225,326,911.93 Cash paid for purchase of goods and acceptance of labor 415,836,299.40 1,002,227,845.16 Cash paid to or for staff 56,387,263.90 52,746,098.27 Taxes paid 12,703,196.28 18,678,976.83 Cash paid and related to other operation activities 83,328,497.89 29,945,733.94 Subtotal of cash outflows from operation activities 568,255,257.47 1,103,598,654.20 6 深圳南山热电股份有限公司 2013 半年度报告全文 Net cash flow from operation activities 505,430,314.24 121,728,257.73 II. Cash flow from investment activities: Cash received from investment - 106,342,100.00 Net cash drawback from disposal of capital assets, intangible assets 320,000.00 - and other long-term assets Other investment-related cash received - - Subtotal of cash inflows of investment activities 320,000.00 106,342,100.00 Cash paid for construction of fixed assets, intangible assets and 8,534,944.45 42,381,196.92 other long-term assets Cash paid for investment 8,000,000.00 8,000,000.00 Net cash paid for obtaining subsidiary and other units - - Other investment-related cash paid - - Subtotal of cash outflows from investment activities 16,534,944.45 50,381,196.92 Net cash flow from investment activities -16,214,944.45 55,960,903.08 III. Cash flow from financing activities: Cash received from investment take-up - 70,000,000.00 Cash received from obtaining borrowings 1,539,000,000.00 2,033,884,008.18 Cash received from other financing-related activities - 62,536,060.00 Subtotal of cash inflow from financing activities 1,539,000,000.00 2,166,420,068.18 Cash paid for debts 1,788,000,000.00 2,140,824,953.89 Cash paid for dividend or profit distribution, or interest 149,063,841.88 124,133,714.29 Other funding-related cash paid - 68,500,000.00 Subtotal of cash outflows from financing activities 1,937,063,841.88 2,333,458,668.18 Net cash flow from financing activities -398,063,841.88 -167,038,600.00 IV. Influence of exchange rate fluctuation on cash and cash equivalents -146,601.70 -52,165.48 V. Net increase of cash and cash equivalents 91,004,926.21 10,598,395.33 Add: Balance of cash and cash equivalents at Period-beginning 526,852,121.41 629,318,992.12 VI. Balance of cash and cash equivalents at Period-end 617,857,047.62 639,917,387.45 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Cash Flow Statement of the Parent Company In RMB Items Jan.-Jun. of 2013 Jan.-Jun. of 2012 I. Cash flow from operation activities Cash received from sales of products and supply of labor 275,919,064.65 548,972,971.88 Tax expense returns received - - Cash received related to other operation activities 383,857,550.04 897,063,509.61 Subtotal of cash inflows from operation activities 659,776,614.69 1,446,036,481.49 Cash paid for purchase of goods and acceptance of labor 58,304,818.15 432,050,267.81 7 深圳南山热电股份有限公司 2013 半年度报告全文 Cash paid to or for staff 30,165,482.18 29,498,600.19 Taxes paid 5,645,697.86 6,754,852.07 Cash paid and related to other operation activities 216,822,943.17 675,676,545.41 Subtotal of cash outflows from operation activities 310,938,941.36 1,143,980,265.48 Net cash flow from operation activities 348,837,673.33 302,056,216.01 II. Cash flow from investment activities: Cash received from investment - 106,342,100.00 Other investment-related cash received - - Subtotal of cash inflows of investment activities - 106,342,100.00 Cash paid for construction of fixed assets, intangible assets and 1,082,953.00 28,998,530.98 other long-term assets Cash paid for investment 8,000,000.00 200,500,000.00 Net cash paid for obtaining subsidiary and other units - - Other investment-related cash paid - - Subtotal of cash outflows from investment activities 9,082,953.00 229,498,530.98 Net cash flow from investment activities -9,082,953.00 -123,156,430.98 III. Cash flow from financing activities: Cash received from investment take-up - - Cash received from obtaining borrowings 1,039,000,000.00 1,024,000,000.00 Cash received from other financing-related activities - - Subtotal of cash inflow from financing activities 1,039,000,000.00 1,024,000,000.00 Cash paid for debts 1,158,000,000.00 1,140,824,953.89 Cash paid for dividend or profit distribution, or interest 70,056,691.78 67,784,593.22 Other funding-related cash paid - - Subtotal of cash outflows from financing activities 1,228,056,691.78 1,208,609,547.11 Net cash flow from financing activities -189,056,691.78 -184,609,547.11 IV. Influence of exchange rate fluctuation on cash and cash equivalents -629.19 -200.87 V. Net increase of cash and cash equivalents 150,697,399.36 -5,709,962.95 Add: Balance of cash and cash equivalents at Period-beginning 204,114,395.05 303,150,447.89 VI. Balance of cash and cash equivalents at Period-end 354,811,794.41 297,440,484.94 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 8 深圳南山热电股份有限公司 2013 半年度报告全文 Consolidated Statement of Changes in Owners’ Equity In RMB Jan.-Jun. of 2013 2012 Shareholders’ equity attributable to the parent company Minority Total Shareholders’ equity attributable to the parent company Minority Total Items Capital Surplus shareholders’ shareholders’ Capital Surplus shareholders’ shareholders’ Share capital Retained profit Share capital Retained profit reserve reserves equity equity reserve reserves equity equity I. Balance at the end of last year 602,762,596.00 363,633,446.84 332,908,397.60 249,614,987.36 173,891,856.02 1,722,811,283.82 602,762,596.00 363,629,927.51 332,908,397.60 454,070,630.72 134,439,441.22 1,887,810,993.05 Add: Change of accounting - - - - - - - - - - - - policy II. Balance at the beginning of 602,762,596.00 363,633,446.84 332,908,397.60 249,614,987.36 173,891,856.02 1,722,811,283.82 602,762,596.00 363,629,927.51 332,908,397.60 454,070,630.72 134,439,441.22 1,887,810,993.05 current year III. Increase/decrease changed in - - - -101,535,348.67 -12,202,766.47 -113,738,115.14 - 3,519.33 - -204,455,643.36 39,452,414.80 -164,999,709.23 Year (i) Net profit - - - -101,535,348.67 -12,202,766.47 -113,738,115.14 - - - -204,455,643.36 -30,548,465.03 -235,004,108.39 (ii) Other consolidated income - - - - - - - - - - - - Subtotal of the above (i) and (ii) - - - -101,535,348.67 -12,202,766.47 -113,738,115.14 - - - -204,455,643.36 -30,548,465.03 -235,004,108.39 (III) Capital invested or reduced - - - - - - - 3,519.33 - - 70,000,879.83 70,004,399.16 by shareholders 1. Capital invested by - - - - - - - - - - 70,000,879.83 70,000,879.83 shareholders 2. Others - - - - - - - 3,519.33 - - - 3,519.33 (IV) Profit distribution - - - - - - - - - - - - (V) Internal settlement and - - - - - - - - - - - - transfer of shareholders’ equity 1. Capital reserves transferred to - - - - - - - - - - - - 9 深圳南山热电股份有限公司 2013 半年度报告全文 share capital 2. Surplus reserves transferred to - - - - - - - - - - - - share capital IV. Balance of end of this year 602,762,596.00 363,633,446.84 332,908,397.60 148,079,638.69 161,689,089.55 1,609,073,168.68 602,762,596.00 363,633,446.84 332,908,397.60 249,614,987.36 173,891,856.02 1,722,811,283.82 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 10 深圳南山热电股份有限公司 2013 半年度报告全文 Statement of Changes in Owners’ Equity (Parent Company) In RMB Jan.-Jun. of 2013 2012 Items Total shareholders’ Share capital Capital reserve Surplus reserves Retained profit Total shareholders’ equity Share capital Capital reserve Surplus reserves Retained profit equity I. Balance at the end of last year 602,762,596.00 288,769,132.47 332,908,397.60 390,843,018.74 1,615,283,144.81 602,762,596.00 288,769,132.47 332,908,397.60 420,267,929.67 1,644,708,055.74 Add: Change of accounting policy - - - - - - - - - - II. Balance at the beginning of 602,762,596.00 288,769,132.47 332,908,397.60 390,843,018.74 1,615,283,144.81 602,762,596.00 288,769,132.47 332,908,397.60 420,267,929.67 1,644,708,055.74 current year III. Increase/decrease changed in - - - -43,728,542.80 -43,728,542.80 - - - -29,424,910.93 -29,424,910.93 Year (i) Net profit - - - -43,728,542.80 -43,728,542.80 - - - -29,424,910.93 -29,424,910.93 (ii) Other consolidated income - - - - - - - - - - Subtotal of the above (i) and (ii) - - - -43,728,542.80 -43,728,542.80 - - - -29,424,910.93 -29,424,910.93 (III) Capital invested or reduced by - - - - - - - - - - shareholders 1. Capital invested by shareholders - - - - - - - - - - 2. Others - - - - - - - - - - (IV) Profit distribution - - - - - - - - - - 1.Withdrawl of surplus reserves - - - - - - - - - - 2. Others - - - - - - - - - - (V) Internal settlement and transfer - - - - - - - - - - of shareholders’ equity 1. Capital reserves transferred to share - - - - - - - - - - capital 2. Surplus reserves transferred to - - - - - - - - - - share capital IV. Balance of end of this year 602,762,596.00 288,769,132.47 332,908,397.60 347,114,475.94 1,571,554,602.01 602,762,596.00 288,769,132.47 332,908,397.60 390,843,018.74 1,615,283,144.81 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 11 II. Annotations of the financial statements (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. 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 Stock Exchange respectively on 1 July 1994 and 28 November 1994. Headquarter of the Company located in Shenzhen Guangdong Province. The Company together with its subsidiaries (hereafter referred as the Company) is mainly engaged in businesses as production of power and heat, plant constructional, oil trader, property developmental, construction technology consultation and sludge drying etc. No controlling shareholder and actual controller exist in the Company, Shenzhen Energy Corporation (hereafter referred as the Energy Corp.) is the first largest shareholder of the Company. (II) Preparation basis of Financial Statements 1.Preparation basis of Financial Statements The Company executes the Accounting Standard for Business Enterprises issued by MOF on February 15, 2006. Moreover, the Company disclosed relevant financial information complied with the Preparation Rules on Information Revelation for the Company with Securities Public Offering No. 15 – General Rules of Financial Report (Revised 2010) Continued operation As of 30 June 2013, the total current liabilities of the Company exceeded the total current assets with RMB 503,840,556.99, meanwhile, as set out in note 7 Contingency, as of the date for approving issue of this financial statement, the Company hasn’t concluded unanimous agreements with Jierun (Singapore) Private Ltd (hereinafter referred to as Jierun) in connection with the liabilities and compensation upon the termination of option contract. There is possibility to solve the dispute by both parties through justice channel. Since the unutilized banking facilities of the Group amounted to RMB1, 997,640,000 which was available to satisfy the Group’s capital requirements, and also since the Company believed that the matters set out in note 7 Contingency would not result in material cash outflow in the year of 2013 for the Group, the Company prepared this financial statement assuming a continued operation. Book keeping basis and pricing principle The Company takes the accrual system as the bookkeeping basis of accounting auditory. In addition to some financial instruments of fair value measurement, the Financial Statements are measured on the basis of historic cost. As for the assets impairment, available is the corresponding impairment provision accrued in line with the relevant rules. 2.Declaration of obedience to corporate accounting principles The Financial Statements are up to requirements of corporate accounting principles, and also a true and thorough reflection to the Company together with its financial information as consolidated financial 12 position on 30th June 2013, and the Company together with its consolidated operation results, and consolidated cash flow in the first half of 2013. 3.Accounting period The Group’s accounting year is Gregorian calendar year, namely from 1st January to 31st December. 4.Bookkeeping standard currency RMB is the currency in the Group’s main business economic environment and the bookkeeping standard one, which is adopted in preparation of the financial statements. 5.Accounting methods for consolidation of enterprises under the same control or otherwise The combination was divided into enterprise consolidation under the same control and the one not under the same control 5.1 Consolidation of enterprises under the same control The enterprises involved in the consolidation are all under the final control of one party or parties and the control is not temporary. That is the corporate consolidation under the common control. As for assets and liabilities obtained in enterprise consolidation, measured by the book value of the merged party on consolidation day. The difference between the book value of the net assets and the consideration value with total book value of stock is used for reserve adjustment while it is used for retained earnings adjustment as not sufficient for eat up part of reserve. Directly related expenses for corporate combination are reckoned into the current loss/gain 5.2 Consolidation of enterprises not under the same control and goodwill The enterprises involved in the consolidation are ones not under the same final control of the common party or parties before and after the consolidation. That is the corporate consolidation under the different control. The consolidation cost is assets paid for and the liabilities responsible for the obtaining of the control right from the purchased party, together with the fair value of the equity instruments offered. For merger under different control done through multiple trades by step, the merger cost is the sum of consideration paid at purchased day and the fair value of equity of bought party before purchasing on purchased date. For equity of bought party held before purchasing, re-measured by fair value on purchased date, and the difference of fair value and its book value should reckoned into current investment income; For equity of bought party held before purchasing but with other consolidation income involved, the other consolidation income related to them should transferred into current investment income at purchased date. Measured on fair value on the purchase day are the recognizable assets, liabilities or the contingent liabilities obtained in the consolidation and recognized as qualified. Measured by fair value is consolidation cost and recognized assets of the purchaser. The plus difference between fair values of the consolidation cost and the recognized net assets is recognized as business fame in form of an item of assets and calculated initially by cost while as for the minus one, firstly the measurements of consolidated cost and fair value of the recognizable assets, liabilities or contingent liabilities was checked, and the consolidated cost which was checked and less than the fair value of the net assets obtained from the purchased party is reckoned into current loss/gain. Goodwill formed by enterprise consolidation will list independently in consolidation financial statement 13 and measure by the cost after accumulated impairment provision deducted. Impairment test on goodwill should verify at end of the every year at least. The test is taken in accordance with the relevant assets group or portfolio of groups. Namely, the book value of the fame is diluted reasonably into the relevant group from the purchase day; the assets loss is recognized if the sum receivable of the assets group or the portfolio of the diluted business fame is lower than the book value. The impairment loss abates the book value of the business fame diluted into the group or the portfolio firstly and then abates book value of other assets proportionally according to the proportion of the book value of other assets. The recoverable sum is the higher one between the net of assets fair value less disposal expenses and the current value of the future cash flow. The assets fair value is determined by the sales agreement price in the fair trade. As for the assets not in the sales agreement but in the active market, their fair value is determined by the offering price of the purchaser; as for the assets neither in the agreement nor in the active market, their fair value is based on the best information receivable. The disposal expenses are composed of the law expense, relevant tax, cartage, and the actual direct expenses enable the assets to be available. The assets current value of future cash flow is determined according to the future expected cash flow in the continual use and the final disposal and the appropriate discount rate. Goodwill impairment will be included in current loss and gains and not be written back in subsequent fiscal periods as soon as it was recognized. 6. Preparation methods for corporate consolidated statements The scope is determined on the basis of control. The control is right to decide another enterprise’s accounting and operation policies and obtain the interest according to the latter enterprise’s operation. For subsidiaries being disposed, their business result and cash flow before the disposal day (losing power of control day) have been appropriately demonstrated in the consolidated income statement and cash flow statement. Subsidiaries added as merger of enterprises under different control, their operation results and cash flow from the beginning of purchasing day (gaining power of control day) have been appropriately demonstrated in the consolidated income statement and consolidated cash flow statement. And the comparison amount and period-begin amount in the consolidated financial statement shall not be adjusted. Subsidiaries added as merger of enterprises under common control, their operation results and cash flow from the beginning of current term to the merger day have been appropriately demonstrated in the consolidated profit statement and consolidated cash flow statement. The subsidiaries’ main accounting policies and period are determined by the Company’s uniform ones. All substantive accounts o transactions between the Company and its subsidiaries or among the subsidiaries are balanced out in consolidation. The amount not attributable to the parent company is the minority shareholders’ equity and is listed in the consolidated balance sheet as minority interests. The amount attributable to minority shareholders’ equity of current net loss/gains of subsidiaries is listed in the net profit item of consolidated profit as minority interests. When the share of losses attributable to the minor shareholders has exceeded their shares in the owners’ equity at the beginning of term attributable to minority shareholders in the subsidiary, the balance shall 14 offset the minor shareholders’ equity. Concerning the purchasing of minority shareholders’ equity from subsidiary or the transaction of partial equity investment disposal without control rights loss in the subsidiary, calculated them as equity transaction. And reflect relevant equity changes in the subsidiary for adjusting the owners’ equity attributable to parent company and book value of minority shareholders’ equity. Difference between the adjusted amount on minority equity and fair value of consideration received/paid will adjust as capital reserve, adjusted as income retained while capital reserve fail for off-setting. For control rights loss in original subsidiary for partial equity investment disposal or other reasons, the remained equity should re-measured based on the fair value at date of control losses. The difference between the net assets of original subsidiary share by proportion held that sustainable calculated since purchased date and sum of consideration obtained by equity disposal and fair value of remain equity, reckoned into the current investment income of control rights loss. The other consolidation income related to original subsidiary’s equity investment will transfer to current investment income while control rights loss. 7. Determination criteria of cash equivalent in cash flow statements Cash is the corporate storage cash and deposits available for payment anytime. Cash equivalents are investment of short-term, strong mobility and easy transfer to known sum cash, and slight risk of value vibration. 8. Foreign currency exchange The current rate of the trading day is adopted in the initial recognition of the foreign exchange. Foreign monetary items are converted at the current rate on the assets/liabilities statements’ day, for the exchange difference due to inconsistency of the current exchange rate on that day and in the initial recognition or on the last balance sheet day, in addition to: (1) the foreign specific borrowing difference up to the capitalization conditions reckoned into the relevant assets cost via capitalization; (2) difference of the hedging instruments for avoidance of the foreign exchange risk handled by the hedging accounting methods; (3) difference of the non-monetary items and from the changes of the book value of financial assets in addition to the diluted cost all reckoned into the current loss/gain. Non-monetary items measured in historical cost are still measured by sum on the bookkeeping standard currency at the current exchange rate. The items measured by the fair value are converted at the current rate on the fair value recognition day. The difference is dealt as the fair value change and reckoned into the current loss/gain or recognized as the other consolidated income and reckoned into the reserve. 9. Financial instruments Being party of the Contract of Financial Instruments, the Company recognized a financial assets or financial liabilities. At initial recognition, financial assets and financial liabilities are measured by fair value. Concerning the financial assets and financial liabilities that measured by fair value but with variation reckoned into current gains/loss, relevant transaction expense counted into gains/loss directly; for other category financial assets and financial liabilities, relevant transaction expense counted into initial recognization amount. 9.1 Recognition of fair value The fair value is sum for assets exchange or debts payment between the trading parties. As for instrument in active market, the fair value is adopted according to the quotation in the active market. As for the instruments not in the active market, the fair value is recognized by the estimation technology. The 15 technology is composed of the price in the latest fair trade, fair value according to the fundamentally same instruments, cash flow discount and stock price-setting model. 9.2 Actual interest rate Actual interest rate is the method for calculation of amortized cost and interest income/expenditure of every period by actual interest rate of financial assets or financial liabilities (a set of financial assets or financial liabilities included). Discount the future cash flow of financial assets/liabilities that in predicted continuance or applicable shorter terms to the rate used in current book value of financial assets/liabilities consider as the actual interest rate. While calculating actual interest rate, the Company will predict the future cash flow ( without future credit loss consideration) on base of all contract clause of financial assets/liabilities consideration, take the vary expenses, belong to actual interest rate that paid/received between contract parties, transaction expenses& discount and premium as well as into consideration. 9.3 Classification, reorganization and measurement of financial assts 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 financial assets are bought or sold by the regular way, and recognized or terminated to be recognized according to the trading day accounting. Financial assets of the Company refers to loans and account receivable Loan and the account receivable The assets are the un-derivative financial assets without quotation in the active market, steady or recognizable recoverable sum. The assets are composed of bill receivable, account receivable, receivable equity and other account receivable. The actual interest rate and the diluted cost are adopted in the follow-up measurement of loan and account receivable. Gain or loss is reckoned into the current gain/loss upon the recognition termination, impairment or dilution. 9.4 Impairment of financial assets Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Company undertakes inspection on the book value of other financial assets at each balance sheet day, whenever practical evidence showing that impairment occurred with them, impairment provisions are provided. The practical evidence of impairment for financial assets refers to the items that has influence on the predicted future cash flow of financial assts, and the influences could measured reliable by the enterprise which were actually occurred after the initial recognition of financial assets. Objective evidence for impairment of financial assets is composed of the following events observable: (1) Sever financial difficulties of offering part or debtor; (2) Breach of the contract, as in payment of interest or principal or payment overdue; (3) Recession making for debtors by creditors inconsideration of economic or legal factors; (4) Probable bankruptcy or other financial restructuring of debtors; (5) Incapability of trading the financial assets in the market as the offering party’s substantive financial difficulties; 16 (6) Incapability of recognize whether cash flow of certain assets decreases or not but the discovery after the general evaluation that as can be measured, the expected future cash flow surely decreases since the initial recognition, including: --Gradual worsening of the debtor’s solvency for the group financial assets --Incidences of the probable chance to cause the group financial assets unable to be paid in the debtors’ country or district; (7) Material unfavorable changes in the debtor’s operation environment of technology, market, economy and law; (8) Severe or permanent fall-down in fair value of equity instrument investment; (9) Other objective evidence to prove the impairment of the financial assets. - Loss of impairment of financial assets measured by diluted cost Loss of impairment of financial assets measured by diluted cost is written down into the present value of future expected cash flow (un-occurred future credit losses excluded) that converted by original actual interest rate of the financial assets. The written-down sum is recognized as the impairment loss and reckoned into the current loss/gain. After the recognition of impairment of the above assets, if there is practical evidence to show that the asset has recovered, which is related to events following up the loss, the previous impairment loss is taken back. The book value of the assets transferred back into the impairment loss is not above the diluted cost supposedly un-accrued on the transfer day. The Company performs impairment test separately on individual financial assets with major amounts; for financial assets without major amounts, the Company performs impairment test separately or inclusively in a group of financial assets with similar characteristics of risks. Those financial assets (individual financial assets with or without major amounts) tested separately with no impairment found shall be tested again along with the group of financial assets with similar risk characteristics. Financial assets confirmed for impairment individually shall not be tested along with the group of financial assets with similar risk characteristics. 9.5 transfer of financial assets As for the financial assets up to the following conditions, the recognition termination is available: (1) Termination of the contract right to take the cash flow of the financial assets;(2) transferred to the transferring-in part nearly all risk and compensation;(3) all risk and compensation neither transferred nor retained, and with the give-up of the control over the financial assets. As for financial assets of almost all risk and compensation neither transferred nor retained, and without the give-up of the control over the financial assets, it was recognized according to the extension of the continual entry into the transferred financial assets and relevant liabilities are correspondingly recognized. The continual entry into the transferred financial assets is risk level which the enterprise faces up to due to the assets changes. As for the whole transfer of the financial assets up to the recognition termination conditions, the book value of the transferred assets, together with the difference between the consideration value and the accumulative total of the fair value change of the other consolidated income, is reckoned into the current gain/loss. As for the partial transfer of the financial assets up to the recognition termination conditions, the book value of the transferred assets is diluted on the relative fair value between the terminated part and the un-terminated part; and reckoned into the current loss/gain is the difference between the sum of the consideration value and the accumulative sum of the valuation change ought to be diluted into the 17 recognition termination part but into the other consolidated income, and the above diluted book value, is reckoned into the current loss/gain. 9.6 Categorizing, recognition and measuring of financial liabilities Financial liabilities or equity instrument is recognized by the substance of financial instrument listed in contract and the definition of financial liabilities and equity instrument for the financial instruments issued by the Company. At initial recognition, financial liabilities are classified into financial liabilities measured by fair value with changes counted into current gains/losses and other financial liabilities. Financial liabilities of the Company refer to other financial liabilities. Other financial liabilities The follow-up measurement by the cost is taken on the derivative financial liabilities which is hooked with the stock instrument without the quotation in the active market and the reliable measurement, and settled by handing over the stock instrument. The follow-up measurement at the actuarial rate and by the diluted cost is taken on the other financial liabilities. 9.7 Termination recognition of financial liabilities Only is released the whole or part of the current duties, the termination of the liabilities or part of it is available. The Group (the creditor) signed the agreement with the debtor: the existing liabilities are replaced by the bearing of the new liabilities; and the contract terms are fundamentally different of the new liabilities and the existing ones; the termination of the recognition of the existing ones is available; and the recognition of new ones is available. As for the whole or partial termination of the recognition of the liabilities, the difference between the book value of the part of recognition termination and the consideration value paid (including the non-cash assets transferred out or the liabilities newly beard) is reckoned into the current loss/gain. 9.8 Balance-out between the financial assets and liabilities As the Company has the legal right to balance out the financial liabilities by the net or liquidation of the financial assets, the balance-out sum between the financial assets and liabilities is listed in the balance sheet. In addition, the financial assets and liabilities are listed in the balance sheet without being balanced out. 9.9 Stock instrument The stock instrument is the contract to prove the holding of the surplus stock of the assets with the deduction of all liabilities in the Company. When issuing other stock instruments, the consideration value received in offering with the deduction of trading expense is used for increasing the shareholders’ equity. The Company’s all distribution (shares dividend excluded) to the holders of the stock instrument will decrease the shareholders’ equity. The Company does not recognize the fair value change sum of the stock instrument. 10. Account receivable 10.1 Accounts receivable with significant amount and single provision for bad debt 18 Determination basis and amount The single account receivable above RMB 2 million is standard of items with single recognized as single substantive account receivable significant amount The Company takes the independent impairment test on the single substantive account. As for the account receivable without Accrual methods of bad account the impairment in the test, it is included in the account receivable preparation for single substantive portfolio of the similar credit risk characters for the impairment account receivable test. As for the account receivable with the recognition of impairment loss, it is not included in the account receivable portfolio of the similar credit risk characters for the impairment test 10.2 providing of bad debt provisions on account receivable by combination Recognition basis of combination account receivable with individual The Company believed that the account receivable with minor amount and with individual individual minor amount and with individual major amount but major amount but without without impairment found after separately testing has a lower impairment found after separately credit risk. The Company withdrawal no bad debt provision testing unless evidence of major credit risk on certain account receivable been found. 10.3 account receivable with individual minor amount but withdrawal bed debt provision single If there is evidence proving that the credit risk of certain account Reasons for bad debt provision single receivable is big, the bad debt provision for account receivable should be accrued individually. Methods for bad debt provision Specific Identification Method 11. Inventory 11.1 Categories of inventory The Company’s inventory mainly consists of fuels, raw materials and developing products in process. The inventory is measured initially by cost. The cost for developing products consists of the land transfer capital, supporting infrastructure expenditure, construction installation projects expenditure, the loan expense before the completion of the development projects and the other relevant expenses in the development. Other inventory cost consists of the purchase cost, process cost, and other expenditure enables the inventory to arrive at the present place and the sate to occur. 11.2 Valuation method of inventory delivered The actual cost of the property development products delivered is recognized by the individual valuation method. The actual cost of other inventories delivered is recognized by the weighted average method. 11.3 Recognition basis of net realizable value of inventory, and accrual methods of preparation for inventory depreciation 19 On the balance sheet day, the inventory is measured by the lower one between the cost and the net realizable value. As the net realizable value is lower than the cost, the inventory depreciation provision is accrued. The net realizable value is balance of the estimated sale price less the estimated forthcoming cost upon the completion, the estimated sale expense, and the relevant tax in the daily activities. Upon the recognition of net realizable value of the inventory, the concrete evidence is based on and the purpose of holding the inventory and the influence of events after the balance sheet day are considered. As for the inventory of large sum and lower price, the inventory depreciation provision is accrued by the inventory categories. As for the inventory related to the product series produced and sold in the same district, of the same or similar final use or purpose and impossible to be separated from the other items, the provision is consolidated and accrued. The provision for other inventory is accrued by the difference between the cost and net realizable value. Upon the accrual of the inventory depreciation provision, if the previous influence factors on the inventory deduction disappeared, which resulted in the net realizable value being higher than its book value; the accrual is transferred back within the previous accrual of the provision and reckoned into the current gain/loss. 11.4 Inventory system The inventory system is perpetual inventory system. 12. Long-term equity investment 12.1 Recognition of investment cost For the long-term equity investment formed by corporate merger, if it is the long-term equity investment obtained from the corporate merger under the same control, the share of book value of owner's equity on the merger date shall be taken as the investment cost. The merger cost of long-term equity investment obtained through the corporate merger under different control shall be taken as the investment cost of long-term equity investment. Concerning the corporate merger under different control with many transactions, the long-term equity investment cost refers to the total amount of book value of equity investment on purchase held before the purchased day and newly added investment cost in purchased day. The other equity investment besides the long-term equity investment formed by corporate merger shall conduct initial measurement according to its cost. 12.2 Follow-up measurement and gain/loss recognition 12.2.1. Long-term equity investment checked by the cost As for the long-term equity investment without the common control over or significant influence on the invested units, the quotation in the active market and a reliable measurement of the fair value, it is measured by the cost. In addition, long-term equity investment to subsidiary of the Company adopted the cost method for calculation in financial statement. Subsidiary refers to the invested units that control by the Company. Upon the cost check, the investment is valuated on the initial cost. In addition to the actual prices or the announced but yet undistributed cash dividend or profit in consideration valuation, the current investment return is recognized by the announced cash dividend or profit by the invested units. 12.2.2. Long-term equity investment checked by the equity 20 Investment to associated enterprise and joint ventures by the Company adopted equity method for calculation. Associated enterprise refers to the invested units that the Company has significant influence on it while joint venture refers to the invested units that controlled by the Company and other investors together. When equity basis is adopted, if the initial cost of the long-term equity investment is greater than the share of fair value of the receiver’s recognizable net asset, the initial investment cost of the long-term equity investment will not be adjusted; if the initial cost of the long-term equity investment is less than the share of fair value of the receiver’s recognizable net asset, the balance shall be counted into current income account, and the cost of long-term equity investment shall be adjusted. When equity basis is adopted, investment gain/loss of the current term is the share of net gains or losses of the investment receiver of the current year. Recognition of the share of net gains or losses of the investment receiver shall be on the basis of fair value of recognizable asset of the receiver when the investment was made, and recognized after adjustment on the net profit of the receiver in accordance with the Company’s accounting policies and accounting period. For the gain/loss due to unrealised internal trade between the Company and co-operations, the share of the Company in this gain/loss shall be neutralized, and investment gains shall be recognized upon them. But the losses from unrealised trade between the Company and investment receivers which are regarded as losses from asset transferring shall not be neutralized. Change of equities of the investment receiver other than net gains or losses shall be counted into shareholders’ equity, and the book value of long-term equity investment shall be adjusted correspondingly and recognized as other miscellaneous income and recorded in capital reserves. Recognition of the share of net loss by the investment receiver shall be limited to when the book value of long-term equity investment and other long-term equity forms substantial net investment has been reduced to zero. Beside, if the Company is responsible for other losses of the investment receiver, predicted liability shall be recognized upon the prediction of responsibilities and recorded into current investment loss account. If the receiver realized net profit in the period thereafter, the share of gains is recovered after making up of share of losses which has not been recognized. 12.2.3 Disposal of long-term equity investment While disposal of long-term equity investment, the difference between the book value and actual price received shall be accounted into current gains/losses. For long-term equity investment accounted on equity basis, the part originally accounted into shareholders’ equity is carried over to current gains/losses at corresponding rate when disposed. 12.3 Recognition standards the common control over and significant influence on the invested units Controlling power means the power over the firm’s financial and operational decision-making, and can obtain profit from the operation of such firm. Mutual control means the controlling power on particular activity hold together with others against particular contract, and shall only take effect when all of the investment parties have collective affirmative opinions on the major financial or operational issues. Significant influence means the power to participate in decision-making but cannot control or collectively control the same. At considering of substantial control or significant influence of a firm, the potential voting right factors such as current convertible bonds or executable subscription options have been considered. 12.4 Impairment testing and basis of impairment provision Impairment testing is performed on the long-term equity investment at each balance sheet date. In case of there is evidence showing impairment has occurred, the recoverable amount shall be assessed. If the 21 recoverable amount is lower than the book value, the impairment provision shall be provided at the difference and accounted into current income account. Once the impairment loss of a long-term equity investment is recognized, it shall not be written back in subsequent fiscal periods. 13. Investment real estate Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both, including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation, the rented buildings. Investment real estate is measured according to the initial cost. The follow-up expenses that are related to investment real estate, if the economic interests related to the assets are is likely to inflow cost and its costs can be reliably measured, shall be included in the cost of investment real estate. The other follow-up expense shall be included in the current gains/losses. The Company adopts the cost model to have follow-up measurements of the investment real estate, and to conduct depreciation or amortization according to the policies that are in consistent with the land use rights. Impairment testing is performed on investment real estate at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current gains/losses. Once impairment of investment real estate was recognized, it will not be written back in the subsequent fiscal periods. The difference of the income from the sale, transfer, dispose of the investment real estate deducting the book value and relevant taxes shall be included in the gains and losses of the current period. 14. Fixed assets 14.1 Recognition conditions for the fixed assets Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one fiscal year of service life. The fixed assets recognized on the condition of economy benefit probably in-flow into the Company and the cost should measured reliably only. Initial measurement shall be conducted on fixed assets according to the actual cost when obtain them and also considering the expected costs for disposal. Concerning the follow-up expenses related to fixed assets, if the relevant economy benefit of fixed assets probably in-flow into the Company and can be measured reliably, reckoned into cost of fixed assets and terminated the recognition of the book value of the parts that been replaced. Others follow-up expenses should reckoned into current gains/losses while occurred. 14.2 Depreciation of various fixed assets 22 From the next month since reaching the intended use state, depreciations on fixed assets shall be accounted by using the method of average life length except the steam turbine generating unit that accounted by withdrawal the working volume method. Life expectancy, expected net impairment value and annual depreciation rate of all assets are as follows: Life Salvage value Item Annual depreciation rate expectancy rate Houses and buildings 20 years 10% 4.5% Equipment (fuel machinery group excluded) 15-20 years 10% 4.5%-6% The work quantity Equipment--fuel machinery group (note) 10% method Transportation tools 5 years 10% 18% Other equipment 5 years 10% 18% Estimated salvage value refers to the amount of value retrieved after deducting of predicted disposal expense when the expected using life of a fixed asset has expired and in the expected state of termination. Note: gas turbine generator set is provided with depreciation under workload method, namely to determine the depreciation amount per hour of gas turbine generator set based on equipment value, predicted net remaining value and predicted generation hours. Details are set out as follows: Depreciation amount Name of the Company Fixed assets (RMB/Hour) Generating unit 1# 4,225.09 The Company Generating unit 3# 4,401.76 Generating unit 7# 4,407.11 (“ New Power Company ”)Shenzhen New Power Generating unit 10# 3,954.47 Industrial Co., Ltd. (“New Power Company”) Shen Nan Dian (Zhongshan) Power Co., Ltd. Generating unit 1# 3,856.98 (“Zhongshan Power Company”) Generating unit 3# 3,799.49 Shen Nan Dian (Dongguan) Weimei Power Co., Ltd. Generating unit 1# 4,107.76 (“Weimei Power Company”) Generating unit 3# 3,850.07 14.3 Impairment test on fixed asset and providing of impairment provision Impairment testing is performed on fixed asset at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current gains/losses. Once fixed asset impairment is recognized, it shall not be written back in subsequent fiscal periods. 14.4 Other remarks 23 The Company rechecks, at least at the end of each year, the useful life, estimated net residual value, and total hours of power generation of gas turbine generator units and depreciation method of fixed assets. In case of any change to the above said items, it will be treated as change of accounting estimate Terminated the recognition of fixed assts that in the status of disposal or pass through the predicted usage or without any economy benefits arising from disposal. Income from treatment of fixed asset disposing, transferring, discarding or damage, the balance after deducting of book value and relative taxes is recorded into current income account. 15. Project under construction 15. Construction-in-progress Cost of construction in process is determined at practical construction expenditures, including all expenses during the construction, capitalized loan expenses before the construction reaches useful status, and other relative expenses. No depreciation accrued on construction in progress. It is transferred to fixed asset as soon as the construction reaches the useful status. Impairment testing is performed on construction in process at each balance sheet day by the Company. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current gains/losses. Once impairment of construction in progress impairment is recognized, it shall not be written back in subsequent fiscal periods. 16. Borrowing expenses Borrowing expenses that can be directly attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized when the payment of asset and borrowing expenses have already occurred, and the purchasing or production activities in purpose of make the asset usable have started; Capitalizing will be terminated as soon as the asset that complying with capitalizing conditions has reached its usable or saleable status. The other borrowing expenses are recognized as expenses when occurred. Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings. 17. Intangible assets 17.1 Intangible assets Intangible assets including land-use right and software etc The intangible assets are subject to initial measurement at cost. Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they become useable to the end of expected useful life. The intangible assets with un-certain service life should not be amortized. 24 The useful life and amortization method of intangible asset with limited useful life is rechecked at the end of the period. 17.2 Impairment test method of intangible assets & calculation method of depreciation reserve The Company checks, on every balance sheet date, whether the intangible asset with certain useful life shows evidence of possible depreciation. If any, its recoverable amount will be estimated. The recoverable amount of assets is estimated on the basis of individual asset. If it is difficult to estimate the recoverable amount of individual asset, the recoverable amount of asset group will be determined on the basis of the belonging asset group of the assets. If the recoverable amount of the assets is less than its book value, the assets depreciation reserve will be accrued according to their balance and counted in the current gains/losses. The intangible assets with uncertain service life and those not yet up to the serviceable condition are subject to impairment test annually whether there is evidence of depreciation. Once intangible asset impairment loss was recognized, shall not be written back in subsequent fiscal periods. 18. Long-term expenses to be amortized Long-term amortizable expenses are those already occurred and amortizable to the current term and successive terms for over one year. Long-term amortizable expenses are evenly amortized to the benefit period. 19. Accrual liabilities Responsibilities connected to contingent issues are the current liability undertaken by the Company and the liability has the probability of result in financial benefit outflow and the responsibility can be measured reliably for its value. At balance sheet day, with reference to the risks, uncertainty and periodic value of currency that connected to the contingent issues, the accrual liabilities are measured according to the best estimation on the payment to fulfill the current responsibility. If the monetary value has significant influence, than recognized the best estimation amount based on discount of predicted future cash flow. If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the compensated amount can be definitely received, it is recognized separated as asset. The compensated amount shall not be greater than the book value of the predictive liability. 20. Recognition of income 20.1 Goods sales revenue When significant risks and rewards of ownership of goods have been transferred to buyer, no continuous management right regularly related to ownership is retained, no effective control is conducted on goods sold, moreover, amount of income may be measured in a reliable way, relevant economic profit may have flown into enterprise and relevant incurred cost or to be incurred may be measured in a reliable way, implementation of goods sales revenue will be confirmed. As for the income arising from sales of real estate development products, sales contract shall be signed by vendor and purchaser and filed with the relevant state land authorities; if real estate development products are completed and reach the condition for its intended use, then products shall be examined and qualified 25 by relevant competent authorities and filing process shall be completed also; sales income is recognized when purchaser pays the agreed purchase amount according to the payment terms of sales contract and obtains the occupation qualification as agreed in sales contract, namely vendor receives all the purchase amount or the right to receive all the purchase amount, which means the relevant economic benefit is able to flow into the Company in full. 20.2 Revenue from Providing Labor Service Under the condition of service providing business can be estimated in a reliable way, relevant economic benefit is likely to flow into enterprise, completion degree of business may be estimated in a reliable way and relevant incurred cost and to be incurred may be measured in a reliable way, the revenue from labor service providing recognized. Relevant service revenue may be confirmed by the Company as percentage-of-completion method on balance sheet date. Completion degree of service business will be determined as share of incurred service cost in estimated general cost. If result of service providing business can’t be estimated in a reliable way, service revenue should be confirmed as amount of incurred service cost expected to be compensated, where incurred service cost is taken as period charge. If no compensation is expected for incurred service cost, income won’t be confirmed. 21. Government grant Government subsidies are those monetary and/or non-monetary assets obtained from the government by free. Government subsidies are recognized when satisfied the attached qualification of government grant and receivable on hand. Those government grants of monetary assets are measured at the amount received or receivable. Non-monetary government grants are measured at fair value. If no fair value is available, nominal amount will be adopted. Government subsidies measured at nominal amount are accounted into current gains/losses directly. Asset-related government grants are recognized as deferred income and accounted into current gains/losses evenly upon their service life. Those income-related government grants used to neutralize relative expenses and losses of successive periods are recognized as deferred income and accounted into current income at the period when the expenses are recognized; those used to neutralize relative expenses and losses which have already occurred are accounted into current gains/losses directly. If confirmed government grant needs to be surrendered,for government grant with relevant balance of deferred income,book balance of relevant deferred income will be offset while remnant will be included in current profit and loss. On the contrary, for government grant without relevant deferred income, it will be directly in current gain and loss. Pursuant to the calculation method required by the Notice on Issuance of Provisional Collection of Gas and Fuel Processing Subsidy to Support the Peak Power Scheme of Local Burning Machine Power Plants (SFB No.74(2010)) issued by people municipality of Shenzhen, the Reply for Confirming the Power Generation Subsidy Scheme for Shenzhen Burning Machine Power Plants for 2011 (SZSITIC No.207(2010)), the Notice on Continuous Collection of Gas and Fuel Processing Subsidy to Support the Peak Power Generation Losses of Local Burning Machine Power Plants (SZSITIC No.2062011)) and the Notice on Issuance of Provisional Rules for Management over Power Subsidy of Shenzhen Local Fuel 26 (Gas) Machine sets (SFB No.54(2009)) issued by people municipality of Shenzhen, the Company recognized fuel subsidy income and recognized as government subsidy income. According to the notice on collection of gas and fuel process fee on temporary basis (YFH(2008)No.31) issued by the municipal government of Guangdong and the provisions of relevant documents issued by Guangdong price bureau, Zhongshan Power Company and Weimei Power Company would confirm government subsidy income when it receives subsidy for gas and fuel process fee or relevant certificate in respect of collection of gas and fuel process fee subsidy. Pursuant to the natural gas sales contract entered into between the Company, Weimei Power Company and Guangdong Trade branch of China shipping liquefied petroleum gas (LPG) electric group co., LTD, 2011-2012 natural gas sales confirmation letter and its relevant supplementary agreements, the Company and Weimei Power Company shall realize tax rebate income of natural gas import value-added tax when it receives accounts from Guangdong Trade branch of China shipping liquefied petroleum gas (LPG) electric group co., LTD. 22 Deferred income tax asset/ deferred income tax liability Income tax expense includes current income tax and deferred income tax. 22.1 Current income tax On balance sheet date, current income tax liability (or asset) formed during and before current period will be measured as amount of income tax payable (or repayable) as specified by tax law. 22.2 Deferred income tax asset & deferred income tax liability For balance of book value of some asset/liability item and its tax base, or temporary difference derived from balance of book value and tax base of the item, which is not confirmed as asset or liability but tax base can be fixed as specified by tax law, deferred income tax asset & deferred income tax liability will be confirmed in balance sheet liability approach. Generally, all temporary difference shall be recognized as relevant deferred income tax. But concerning the deductable temporary difference, relevant deferred income tax asset may be confirmed subject to amount of taxable income which is likely to be acquired to deduct deductible loss and taxation decrease in the future. Furthermore, for taxable temporary difference, which is related to initial recognition for goodwill and asset or liability produced by transaction which neither is business combination nor affects accounting profit and taxable income (or deductible loss), relevant deferred income tax liability won’t be confirmed. For deductible loss and taxation decrease which can be carried over to following fiscal year, relevant deferred income tax asset may be confirmed subject to amount of taxable income which is likely to be acquired to deduct deductible loss and taxation decrease in the future. The Company recognized deferred income tax liabilities arising from taxable temporary differences of investment related between the subsidiaries, associated enterprise and joint ventures, unless the Company control time of switch-back on temporary differences and the difference will not be switch-back probably in predicted future. For those deductible temporary differences related to investment with subsidiaries, associated enterprise and joint ventures, the Company have deferred income tax assets recognized on the condition of temporary differences might probably carry-back in predicted future and in the future, have the portability obtained taxable amount that should be deducted the deductible temporary differences. At the balance sheet day, those deferred income tax assets and income tax liabilities, according to the tax law, calculation will be on tax rate applicable to retrieving period of assets or clearing of liabilities. 27 Other current income tax and deferred income tax or income reckoned into current gains/loss except the followed: the current income tax and deferred income tax related to the transition and event of other consolidation income or shareholders’ equity reckoned, counted into other consolidation income or shareholders’ equity together with the book value of goodwill adjusted of deferred income tax arising from enterprise merger. At the balance sheet day, verification will be performed on the book value of differed income tax assets. If it is not possible to obtain enough taxable income to neutralize the benefit of differed income tax assets, then the book value of the differed income tax assets shall be reduced. Whenever obtaining of taxable income became possible, the reduced amount shall be restored. When accounting with net amount is a stipulated rights, and tending to account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net amount after neutralization. When accounting of income tax asset and liabilities of current term with net amount is the stipulated rights, and the income tax asset and liabilities are related to the same subject recognized by the same taxation authority, or to the different subjects but within each period of writing back the differed income tax asset and liabilities with great importance, and tending to account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net amount after neutralization. 23. Operational leasing and financial leasing Finance lease is to virtually transfer all risks and rewards related to ownership of asset. Leases other than finance lease are operating leases. 23.1 Lease business with the Company as the rentee The rental is reckoned into the relevant assets cost or the current loss/gain in the linear way. The initial direct expenses are reckoned into the current gain/loss, or the actual rental into the current loss/gain. 23.2 Lease business with the Company as the rentor The rental is reckoned into the relevant assets cost or the current loss/gain in the linear way. The initial direct substantive expenses are capitalized and reckoned into the current gain/loss, or the actual rental into the current loss/gain. The initial direct small expenses are reckoned into the current actual gain/loss, or the actual rental into the current loss/gain. 24. Other Main Accounting Policies, Estimations and Preparation Method 24.1 Employee wages Except for the compensation for labor contract termination, the payable employee wages in the accounting period of service provided by employee of the Company were recognized as liabilities. The Company participates in social security system for employee set up by government department as specified, including basic pension insurance, medical insurance, and housing fund and other systems. Expenses involved will be included in relevant cost of asset and current profit and loss when actually incurred. 28 The Company will sever labor relation with employee prior to expiration of labor contract, or encourage employee to voluntarily accept layoff and put forward suggestion on compensation. If we have formulated formal plan for severing labor relation or put forward voluntary layoff suggestion and plan to put into effect meanwhile the plan and suggestion can’t be withdrawn unilaterally, estimated liability produced by compensation for severing labor relation with employee will be confirmed and included in current profit and loss. 24.2 Debt restructures 24.2.1. Obligation of recording debt restructuring as debtor For debt liquidated with cash, balance between book value of debt to be restructured and amount of actual payment will be included in current gain and loss. On the contrary, for debt liquidated with non-cash asset, balance between book value of debt to be restructured and fair value of non-cash asset transferred will be included in current gain and loss. Balance between fair value of non-cash asset transferred and book value of debt to be restructured will be included in current gains and loss. When debt is transferred to capital, balance between book value of debt to be restructured and fair value of loaner’s share derived from disclaim will be included in current gains and loss. When other terms of debt are modified, fair value of debt after modification will be taken as entry value of restructured debt. Balance between book value of debt prior to restructuring and debt restructured will be included in current gain and loss. When combination of multiple modes is applied, book value of debt to be restructured will be offset by cash for payment, fair value of non-cash asset transferred and fair value of loaner’s share successively, then applicable method under modification mentioned above will be applied. 24.2.2. Obligation of recording debt restructuring as loaner For debt liquidated with cash, balance between book balance of credit to be restructured and cash received will be included in current gain and loss. On the contrary, for debt liquidated with non-cash asset, balance between book balance of credit to be restructured and fair value of non-cash asset received will be included in current gain and loss. When debt is transferred to capital, balance between fair value of loaner’s share and book balance of credit to be restructured will be included in current gain and loss. When other terms of debt are modified, fair value of credit after modification will be taken as book value of credit to be restructured. Balance between book balance of debt prior to restructuring and book value of credit restructured will be included in current gain and loss. When combination of multiple modes is applied, book balance of credit to be restructured will be offset by cash received, fair value of] non-cash asset received and fair value of loaner’s share successively, applicable method under modification mentioned above will be applied. When depreciation reserve has been accrued in credit to be restructured, accrual depreciation reserve will be offset by balances above. Remnant after offset will be included in current gain and loss. 25. Major judgment made in adopting accounting policies and key assumption and Uncertainties adopted in accounting estimation When using the accounting policies discussed in note 2, the Group needs to made judgment, estimation and assumption for carrying value of certain items which cannot be measured adequately due to inherent uncertainty of economic activities. Such judgment, estimation and assumption are based on historical 29 experiences of the Group’s management, together with consideration of other relevant factors. The actual results may be different from the Group’s estimation. The Group conducts regular re-review on the aforesaid judgment, estimation and assumption on a continued operation basis. If the change of accounting estimation only affect current period, the affected amount is recognized in the period when change occurs. If the change affects current and future periods both, the affected amount is recognized in the period when change occurs and future periods. - Key assumption and uncertainties adopted in accounting estimation As of the balance sheet date, the key assumptions and uncertainties that may result in material adjustments to carrying values of assets and liabilities of future periods mainly include: Fixed assets are provided for depreciation by output method The Group recognizes depreciation for unit electricity based on values of power generation machine sets, projected power sales volume and projected net remaining value, and provides for depreciation according to depreciation of unit electricity and actual power sales volume. Taking into account the prevailing industry policies, technologies, consumption, allocation method of power management authorities and past experiences, and the Group management believes that it is adequate for utilization life of such power generation machine sets, projected power sales volume, projected net remaining value and provision method for depreciation. If the future actual power sales volume differs substantially from the projected one, the Group would make adjustment to unit electricity depreciation, which would bring affects to the depreciation expenses included in profit and loss for the current and future periods. The provisional estimated value of fixed assets As for the power generation machine sets and related buildings reaching the condition for intended use, due to the long construction period of power plant projects, high prices and long completion settlement time, they are accounted provisional based on project budget, project pricing or project actual costs before process of project completion settlement. And upon such settlement, the Company adjusts the original provisional value according to the actual costs. If provisional estimated values of power generation machine sets and related buildings differ materially from the actual costs, the Company may have to make corresponding adjustments to the values of fixed assets. (III) Taxes 1. Main taxation items and its tax rate Taxation items Calculation bases Tax rate Output tax calculated based on the 11%, Balance of current output tax deducting VAT current input tax 13% or 17% of the sales volume regulated by Tax Law Business Income of business tax 5% City maintena VAT and business tax actually paid nce tax 1%, 5% or 7% Education VAT and business tax actually paid surtax 3% Local education VAT and business tax actually paid surtax 2% 30 Enterprise income Taxable income tax 16.5% to 25%(Note) Value-added amount from transferring Land state-owned land use right , landing Four level progressive rates VAT construction and its affiliates Real Calculated by the original value of real estate 1.2% for the remaining sum of real estate; estate tax deducting 30%; rent income of the real estate 12% for the rent income of the real estate Land-use tax of Land occupation actually area town 2.5 Yuan ~ 9Yuan per square meter Note: Tax rate of the enterprise income tax for the Company and its subsidiaries are shown as follows: Tax rate of enterprise Name of the Company and its subsidiaries income tax Jan.-June of 2013 2012 The Company 25% 25% New Power Company 25% 25% Shennan Power Gas Turbine Engineering Technique Co., Ltd. (“Engineering Co.,) 25% 25% Shenzhen Server Petrochemical Supplying Co., Ltd. (“Server Petrochemical Supplying”) 25% 25% Shennandian Environment Protection Company (“Environment Co.,”) 25% 25% Zhongshan Power Company 25% 25% Weimei Power Company 25% 25% SHENNAN ENERGY (SINGAPORE) PTE LTD (“Shennan Singapore”) 20% 20% Zhongshan Shenzhong Real Estate Development Co., Ltd. (“Shenzhong Development Co.,”) 25% 25% Zhongshan Shenzhong Real Estate Investment Property Co., Ltd. (“Shenzhong Property Investment”) 25% 25% Huidong Xiefu Harbor Comprehensive Development Co., Ltd. (“Huidong Xiefu Co.,”) 25% 25% Huidong Harbor Development Co., Ltd. (“Huidong Harbor Co.,) 25% 25% 16.50 HONG KONG SYNDISOME CO., LIMITED (“Syndisome Co., ) 16.50% % 2. Taxes preferential and approvals Name of the Relevant regulation and Approval Approval Exemptio Period of Tax company policies basis institution documents n range validity 31 ” Notice of adjustment and perfection on resources VAT free Environment Not Not Not VAT comprehensive usage for sludge Co., applicable applicable applicable and labor VAT treatment policy”(CS No.115[2011]) ” Arrangement of avoidance of Levy double-taxation and Enter income prevention of tax free prise Syndisome Not Not tax by Not in mainland China and incom Co. applicable applicable 10% of applicable Hong Kong Special e tax total share Administrative interests Region”(GSH No. 884[2006]) No enterprise income State Tax Shen Guo Enter tax ’Enterprise Income Tax Bureau of Sui Nan Kou prise Syndisome should Not Law of People’s Nanshan Jiao Bei Zi incom Co. pay for the applicable Republic of China” District No.: e tax dividend Shenzhen [2011]0011 before 31 December 2007 32 (IV) Enterprise merger and Consolidated Financial Statement Particular about subsidiaries 1. Subsidiaries obtained through establishment or investment Other item Full name of Actual balance of net Proportion Proportion Consolidated Register Business Register the Type of subsidiaries Business scope investment at investment shares held of voting statement place nature capital subsidiaries year-end towards (%) right (%) Yes/No subsidiaries Self-business of fuel and Server agent for import-export; Petrochemical Limited Liability Shenzhen Trading 53,300,000.00 fuel and oil storage 26,650,000.00 - 50 50 Yes Supplying business (excluding product oil) Technical development on wasted-heat usage, New Power Jointed Power Shenzhen 113,850,000.00 power generation by 113,850,000.00 - 100 100 Yes Company enterprise(H.K-capital) generation wasted-heat and fuel power Fuel power, waste heat Zhongshan Jointed Power power, power & heat Power Zhongshan 746,800,000.00 597,440,000.00 - 80 80 Yes enterprise(H.K-capital) generation supplying , leasing of Company wharf and oil depot technical consultation and relevant maintenance and inspection on Engineering Jointed Engineering running equipments for Shenzhen 10,000,000.00 13,520,000.00 - 100 100 Yes Co., enterprise(H.K-capital) consultation the union cycle power station by fuel gas and steam, import and export of goods and technology Establishment and Weimei Power Jointed Power US$ Dongguan operation of natural gas 208,102,049.76 - 70 70 Yes Company enterprise(H.K-capital) generation 35,040,000.00 power station Environment Jointed Shenzhen Engineering 79,000,000.00 Sludge drying 79,000,000.00 - 100 100 Yes Co., enterprise(H.K-capital) Establishment and Huidong Xiefu Pier operation of Limited Liability Huizhou 8,620,000.00 6,465,001.00 - 84 84 Yes Co. operation comprehensive pier and its affiliated facilities Huidong Limited Liability Huizhou Pier 10,000,000.00 Establishment and 5,500,000.00 - 55 55 Yes 33 Harbor Co., operation operation of general cargo pier, oil product pier, oil depot and affiliated facilities (2) Subsidiaries obtained through merger under no common control In RMB Other item Full name of Actually invested balance of net Proportion Proportion Consolidated Type of Register Business the Register capital Business scope capital at investment shares held of voting statement subsidiaries place nature subsidiaries year-end towards (%) right (%) Yes/No subsidiaries gas turbine and its Shennan Limited Singapore Trading SG$ 1500000 spares and fuel 6,703,800.00 - 100 100 Yes Singapore Liability agents real estate investment, property Shenzhong Limited Real estate management, sales Development Zhongshan RMB177,800,000.00 - - 75 75 Yes Liability development of self-owned Co. commercial houses, rental and investment real estate investment, property Shenzhong Limited Real estate management, sales Property Zhongshan RMB 60,000,000.00 - - 75 75 Yes Liability development of self-owned Investment commercial houses, rental and investment Syndisome Limited Import-export import-export Hong Kong HK$200,000.00 217,807.27 - 100 100 Yes Co.(Note) Liability trading trading Note: On December 5, 2008, Shennan Singapore Company and ShenYe Investment and Management Co., Ltd signed the Share Transfer Agreement on the Purchase and Selling 2000 Shares of the Common Stock of HONGKONGSYNDISOMECO., LIMITED, (Hein after referred to as ShenYe Investment Company), Shennan Singapore Company is to transfer 100% stock right which it has of Syndisome Company to ShenYe Investment Company at the consideration of 393,885,100.00 Hong Kong dollar. According to this Transfer Agreement, ShenYe Investment Company should pay 1,000,000.00 Hong Kong dollars on the date of transfer agreement, and pay the remaining transfer money within the six months after the date. Up to the approval day of this financial statements, ShenYe Investment Company hasn’t yet paid 392,885,100.00 Hong Kong dollar of the remaining transfer money, so the Company still possess the actual control right over Syndisome Company, therefore will include it into the Consolidation scope of the Consolidation financial statements. 34 (V) Notes to Consolidated Financial Statement 1. Monetary fund In RMB 2013-6-30 2012-12-31 Amount of foreign Exchange Amount of Amount of foreign Exchange Amount of Item currency Rate RMB currency Rate RMB Cash: RMB 168,417.58 1.0000 168,417.58 92,269.34 1.0000 92,269.34 HKD 82,656.91 0.7966 65,843.49 82,656.91 0.8108 67,018.22 USD 995.22 6.1787 6,149.17 995.22 6.3329 6,255.46 EUO 1,017.87 8.0536 8,197.52 1,017.87 8.3176 8,466.22 Bank savings: 609,350,360.8 517,941,029.2 RMB 609,350,360.87 1.0000 7 517,941,029.26 1.0000 6 HKD 786,676.89 0.7966 626,672.30 791,646.26 0.8108 641,868.52 USD 1,081,190.23 6.1787 6,722,808.40 1,118,259.65 6.3329 7,081,863.75 SGD 56,879.81 4.8470 275,696.44 68,879.81 5.0929 350,797.98 Other monetary fund: RMB 628,347.91 1.0000 628,347.91 657,919.99 1.0000 657,919.99 USD 737.04 6.1787 4,553.95 737.04 6.3329 4,632.67 617,857,047.6 526,852,121.4 Total 2 1 Note: among the above other monetary fund, there are 0 Yuan guarantee margin and draft margin included (on 31 December 2012: RMB 0.00) 2. Account receivable (1) Account receivable classified according to types: In RMB 2013-6-30 2012-12-31 Bad debt Bad debt Book Balance provision Book Balance provision Propor Propor Propor Propor Amou tion Amo tion Amou tion Amo tion Type nt (%) unt (%) nt (%) unt (%) 3,474 3,474 Account receivable with individual major amount and 3,474, ,613. 3,474, ,613. withdrawal bad debt provision independently 613.06 0.39 06 100.00 613.06 0.37 06 100 Accounts receivable with minor amount and accounts 895,92 924,99 receivable with major amount found no devaluation after 4,610. 7,868. individual devaluation test 09 99.51 - - 15 99.52 - - Account receivable with individual minor amount but 946,91 946,9 946,91 946,9 withdrawal bad debt provision independently 5.10 0.11 15.10 100.00 5.10 0.11 15.10 100 900,34 4,421 929,41 4,421 Total 6,138. ,528. 9,396. ,528. 25 100.00 16 0.49 31 100 16 0.48 The Group recognized account receivable with over RMB 2 million (RMB 2 million included) as significant single amounts. Age analysis of account receivable: - 35 - In RMB 2013-6-30 2012-12-31 Proportion Bad debt Proportion Bad debt Age Amount (%) provision Book value Amount (%) provision Book value Within 655,729,422 655,729,422 732,926,788 732,926,788 1year .33 72.83 .33 .39 78.86 - .39 1 to 240,097,300 240,097,300 191,973,192 191,973,192 2years .00 26.67 .00 .00 20.66 - .00 2 to 3years - - - - - - - - Over 3 4,519,415.9 4,519,415.9 years 2 0.50 4,421,528.16 97,887.76 2 0.48 4,421,528.16 97,887.76 900,346,138 895,924,610 929,419,396 924,997,868 Total .25 100.00 4,421,528.16 .09 .31 100 4,421,528.16 .15 (2) Account receivable with individual minor amount but withdrawal bad debt provision independently at period-end: In RMB Account receivable Book Balance Withdrawal amount of Withdrawal Reasons bad debt provision proportion (%) Account of engineering receivable 800,000.00 800,000.00 100% Un-recover for overdue Amount of oil sales receivable 146,915.10 146,915.10 100% Un-recover for overdue Total 946,915.10 946,915.10 100% (3) There are no account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period. (4)Top 5 companies in account receivables In RMB Relationship between the Proportion in total account Name of the company Amount Age Company receivable (%) Bureau of Finance of Shenzhen 558,409,5 Within 1 year and Government institution Municipality 07.62 1-2 year 62.02 Bureau of Finance of Zhongshan 89,215,49 Government institution Within 1 year Municipality 2.40 9.91 Bureau of Finance of Dongguan 92,503,67 Government institution Within 1 year Municipality 7.24 10.27 Guangdong Power Grid 143,588,9 Non-related client Within 1 year Corporation 29.71 15.95 10,741,76 Shenzhen Water Bureau Government institution Within 1 year 9.33 1.19 894,459,3 Total 76.30 99.35 3. Account paid in advance (1) Account paid in advance classified according to age: In RMB 2013-6-30 2012-12-31 Age Amount Proportion (%) Amount Proportion (%) Within 1 year 1,973,616.51 93.03 11,952,501.89 98.51 1to 2years - - 1,200.00 0.01 2to 3years - - - - Over 3 years 147,889.18 6.97 179,036.19 1.48 - 36 - Total 2,121,505.69 100.00 12,132,738.08 100 (2) Top 5 companies in account paid in advance: In RMB Relationship between the Name of the company Amount Duration Reasons for unsettlement Company 804,000. Within 1 Purchase amount paid Shandong Huayuan Power Equipment Co., Ltd. Non-related supplier 00 year in advance NISHIHARA ENVIRONMENT ENGINEERING 450,000. Within 1 Purchase amount paid Non-related supplier (SHANHAI) CO., LTD. 00 year in advance 277,997. Within 1 Purchase amount paid Ningbo Lvyuan LNG Development Co., Ltd. Non-related supplier 50 year in advance 169,800. Within 1 Purchase amount paid Baoding Sinosimu Technology Co., Ltd. Non-related supplier 00 year in advance 35,150.0 Within 1 Purchase amount paid Non-related supplier Suzhou Sai Acoustique Equipment Co., Ltd. 0 year in advance 1,736,94 Total 7.50 (3)There are no account paid in advance of the shareholders who hold over 5 %( 5% included) voting rights in report period. (4) Account paid in advance classified according to clients: In RMB Type 2013-6-30 2012-12-31 Account paid in advance with individual major amount - 11,115,049.29 Account paid in advance with minor individual amount but has major 104,724.21 104,724.21 risks after combination of risk profile Other minor account paid in advance 2,016,781.48 912,964.58 Total 2,121,505.69 12,132,738.08 The Group recognized account paid in advance with over RMB 2 million (RMB 2 million included) as significant single amounts. Account paid in advance with minor individual amount but has major risks after combination of risk profile refers to account paid in advance with single minor amount but has over 3 years in book age 4. Other accounts receivable (1) Other account receivable classified according to type: In RMB 2013-6-30 2012-12-31 Book Bad debt Book Balance Bad debt provision Balance provision Prop Prop ortio ortio Amo Amo Amo n Amo n Type unt Proportion (%) unt Proportion (%) unt (%) unt (%) 26,2 26,2 26,2 26,2 Account receivable with individual major 37,4 37,4 37,4 37,4 amount and withdrawal bad debt provision 04.4 04.4 04.4 56.4 04.4 independently 6 52.81 6 100.00 6 8 6 100 17,0 13,7 Accounts receivable with minor amount and 17,6 89,2 accounts receivable with major amount found no 15.1 37.2 29.6 devaluation after individual devaluation test 1 34.25 - - 2 9 - - Account receivable with individual minor 6,42 3,91 6,42 13.8 3,91 60.9 - 37 - amount but withdrawal bad debt provision 5,10 12.93 6,46 60.96 5,10 3 6,46 6 independently 7.45 1.45 7.45 1.45 49,6 30,1 46,4 30,1 80,1 53,8 51,7 53,8 Total 27.0 65.9 49.1 65.9 64.9 2 100.00 1 60.70 3 100 1 1 The Group recognized other account receivable with over RMB 2 million (RMB 2 million included) as significant single amounts. Other account receivable classified according to age: In RMB 2013-6-30 2012-12-31 Bad Boo debt k Amo Proportion provis valu Age Amount Proportion (%) Bad debt provision Book value unt (%) ion e Wit hin 3,23 3,23 1 3,10 3,10 year 6,451,485.00 12.99 - 6,451,485.00 7.11 6.96 - 7.11 1to 2 68,7 68,7 year 24.2 24.2 s - - - - 4 0.15 - 4 2to 11,1 11,1 3 33,5 23,5 year 53.5 10,00 53.5 s 11,202,277.75 22.55 - 11,202,277.75 1 23.97 0.00 1 Ove 32,0 r 16,3 30,14 1,87 3yea 64.2 3,865. 2,49 rs 32,026,364.27 64.47 30,153,865.91 1,872,498.36 7 68.92 91 8.36 46,4 16,2 Tota 51,7 30,15 97,8 l 49.1 3,865. 83.2 49,680,127.02 100.00 30,153,865.91 19,526,261.11 3 100.00 91 2 (2) Year-end account receivable with individual minor amount but withdrawal bad debt provision independently: In RMB Withdrawal amount of bad Withdrawal Reasons Other accounts receivable Book Balance debt provision proportion (%) Unrecovered for those Deposit receivable 3,278,632.28 1,404,953.09 42.85 which was overdue Unrecovered for those Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31 which was overdue Bureau of Finance of Zhongshan Unrecovered for those Municipality 219,192.00 21,919.20 10.00 which was overdue Administrative Office of Nanshan Unrecovered for those District Shenzhen 50,000.00 5,000.00 10.00 which was overdue Unrecovered for those GE Company 35,000.00 7,000.00 20.00 which was overdue Other Unrecovered for those 758,585.01 741,585.00 97.76 which was overdue Total 6,425,107.45 3,916,461.45 60.96 (3) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period. - 38 - (4) Top 5 companies in other account receivable In RMB Relationship between the Proportion in total other Name of the company Amount Duration Company account receivable (%) 14,311,62 Over 3 years Huiyang Kangtai Industrial Co., Project cooperation party 6.70 28.81 10,032,00 2-3years Shenzhen Dapeng LNG Sales Co., Ltd Non-related supplier 0.00 20.19 Shenzhen Nanshan Investment 5,895,738. Management Company Non-related supplier 00 Over 3 years 11.87 JINAN POWER EQUIPMENT 3,560,000. FACTORY Non-related supplier 00 Over 3 years 7.17 3,278,633. Within 1 year to Over Deposit receivable Non-related supplier 28 3 years 6.60 37,077,99 Total 7.98 74.63 5. Inventory Classification of inventory In RMB 2013-6-30 2012-12-31 Depreciation Depreciation Item Book Balance provision Book value Book Balance provision Book value Fuels 17,926,027.41 11,309,580.52 6,616,446.89 19,011,323.33 11,309,580.52 7,701,742.81 Raw materials 134,995,808.92 29,473,360.35 105,522,448.57 132,249,746.68 29,473,360.35 102,776,386.33 Land Space Needed to Development (Note) 1,228,889,630.90 45,603,631.85 1,183,285,999.05 1,155,612,027.22 45,603,631.85 1,110,008,395.37 Total 1,381,811,467.23 86,386,572.72 1,295,424,894.51 1,306,873,097.23 86,386,572.72 1,220,486,524.51 In the balance of inventory at period-end, amount for loan pledge totally to RMB 253,030,916.91 (as at 31 December 2012: RMB 249,444,378.95). In the balance of inventory at period-end, the capitalizing loan expenses amounting to RMB 181,734,887.55 (as at 31 December 2012: RMB 168,902,319.91). The capitalizing loan expense of this year was RMB 12,832,567.64 6. Other current assets In RMB Item 2013-6-30 2012-12-31 VAT input tax deductible 564,741,615.01 606,661,855.88 - 39 - 7. Long-term equity investment Details of long-term equity investment: In RMB Explanation on Proportion Proportion the incongruity of share of voting in share holding Impairment Cash Calculation Investment holding in rights in proportion and Impairment provision of Invested company 2012-12-31 Increase/decrease(+,-) 2013-6-30 bonus method cost invested invested voting provision accruing this year company company proportion in this year (%) (%) invested company Shenzhen Petrol-Chemical and Oil Tax Free Cost Not applicable Trading Co., Ltd. method (“Petrol-Chemical ax Free Co.,”) 2,500,000.00 2,500,000.00 - 2,500,000.00 4 4 2,500,000.00 - - CPI Jiangxi Nuclear Power Cost Co., Ltd. Not applicable method (“Jiangxi Nuclear Power Co”) 49,315,000.00 49,315,000.00 8,000,000.00 57,315,000.00 5 5 - - - Total 51,815,000.00 51,815,000.00 8,000,000.00 59,815,000.00 2,500,000.00 - - Less: Impairment provision 2,500,000.00 - 2,500,000.00 Net long-term equity investment 49,315,000.00 57,315,000.00 Note: On 5 May 2012. Jiangxi Nuclear Power Co holding the 4th meeting of annual shareholders’ general meeting, decided to invest RMB 400,000,000.00 more, and contributed by the equity proportion held by shareholders. The Company holds 5% with RMB 20,000,000.00 invested. In 2012, the Company has invested RMB 12,000,000.00 and the rest RMB 8,000,000.00 was paid in February 2013. - 40 - 8. Investment real estate In RMB Book Balance dated 31 Increased this Decreased this Book Balance dated Item Dec. 2012 year year 30 June 2013 I. Total original book value 9,708,014.96 - - 9,708,014.96 1. House, buildings 9,708,014.96 - - 9,708,014.96 2. Land-use right - - - - II. Total accumulated depreciation and accumulated amortization 5,278,655.41 221,342.76 - 5,499,998.17 1. House, buildings 5,278,655.41 221,342.76 - 5,499,998.17 2. Land-use right - - - - III. Total net book value of investment real estate 4,429,359.55 4,208,016.79 1. House, buildings 4,429,359.55 4,208,016.79 2. Land-use right - - IV. Total depreciation provision of investment real estate - - - - 1. House, buildings - - - - 2. Land-use right - - - - V. Total book value of investment real estate 4,429,359.55 4,208,016.79 1. House, buildings 4,429,359.55 4,208,016.79 2. Land-use right - - 9. Fixed assets (1) Change of fixed assets In RMB Book Balance dated 31 Book Balance dated 30 Item Dec. 2012 Increased this year Decreased this year June 2013 I. Total original book value: 4,460,676,793.82 3,561,487.33 - 4,464,238,281.15 Including: House and buildings 487,362,075.06 - - 487,362,075.06 Machinery equipment 3,891,124,142.78 3,384,610.36 - 3,894,508,753.14 Transportation tools 32,315,202.62 - - 32,315,202.62 Other equipment 49,875,373.36 176,876.97 - 50,052,250.33 II. Total accumulated depreciation: 2,366,659,316.35 70,045,211.41 - 2,436,704,527.76 Including: House and buildings 215,311,700.79 10,487,650.33 - 225,799,351.12 Machinery equipment 2,083,126,964.02 58,399,484.49 - 2,141,526,448.51 Transportation tools 27,956,560.40 527,317.26 - 28,483,877.66 Other equipment 40,264,091.14 630,759.33 - 40,894,850.47 III. Total net book value of fixed 2,094,017,477.47 2,027,533,753.39 assts Including: House and buildings 272,050,374.27 261,562,723.94 Machinery equipment 1,807,997,178.76 1,752,982,304.63 Transportation tools 4,358,642.22 3,831,324.96 Other equipment 9,611,282.22 9,157,399.86 IV. Total impairment provision 53,917,272.66 53,917,272.66 Including: House and buildings 23,291,844.37 23,291,844.37 Machinery equipment 30,402,332.28 30,402,332.28 Transportation tools 81,846.84 81,846.84 Other equipment 141,249.17 141,249.17 - 41 - V. Total book value of fixed assts 2,040,100,204.81 - - 1,973,616,480.73 Including: House and buildings 248,758,529.90 - - 238,270,879.57 Machinery equipment 1,777,594,846.48 - - 1,722,579,972.35 Transportation tools 4,276,795.38 - - 3,749,478.12 Other equipment 9,470,033.05 - - 9,016,150.69 - 42 - 10. Project under construction (1)Project under construction In RMB 2013-6-30 2012-12-31 Item Book Balance Provision for devaluation Book net amount Book Balance Provision for devaluation Book net amount Oil to Gas Works 39,147,235.65 14,815,695.82 24,331,539.83 39,147,235.65 14,815,695.82 24,331,539.83 Heat and power projects of recycling economy 9,747,037.59 - 9,747,037.59 9,658,977.88 - 9,658,977.88 Equipment Improvement Project 664,062.15 - 664,062.15 - - - Cogeneration of heat and electricity Project 10,348,097.81 - 10,348,097.81 9,822,910.01 - 9,822,910.01 Sludge drying project 1,449,290.00 - 1,449,290.00 521,164.00 - 521,164.00 Others 4,117,369.80 226,400.00 3,890,969.80 3,068,973.26 226,400.00 2,842,573.26 Total 65,473,093.00 15,042,095.82 50,430,997.18 62,219,260.80 15,042,095.82 47,177,164.98 (2) Changes of significant projects under construction In RMB Transferred fixed Projects Budget Increase of this year Other decrease 2012-12-31 assets 2013-6-30 Oil to Gas Works 74,400,000.00 39,147,235.65 - - - 39,147,235.65 Heat and power projects of recycling economy 30,000,000.00 9,658,977.88 88,059.71 - - 9,747,037.59 Equipment Improvement Project - 664,062.15 - - 664,062.15 Cogeneration of heat and electricity Project 9,822,910.01 525,187.80 - - 10,348,097.81 Sludge drying project 521,164.00 928,126.00 - - 1,449,290.00 Others 3,068,973.26 1,048,396.54 - - 4,117,369.80 Total 62,219,260.80 3,253,832.20 - - 65,473,093.00 - 43 - 11. Intangible assets In RMB Increase of this Decrease of Item 2012-12-31 year this year 2013-6-30 I. Total book original value 100,768,678.72 - - 100,768,678.72 Including: land use right 97,570,241.38 - - 97,570,241.38 Software 3,198,437.34 - - 3,198,437.34 II. Total accumulated amortization 33,182,100.66 1,704,280.68 - 34,886,381.34 Including: land use right 32,222,089.46 1,506,094.80 - 33,728,184.26 Software 960,011.20 198,185.88 - 1,158,197.08 III. Total net value of Intangible assets 67,586,578.06 65,882,297.38 Including: land use right (Note 5) 65,348,151.92 63,842,057.12 Software 2,238,426.14 2,040,240.26 IV. Total provision for devaluation 5,115,063.71 - - 5,115,063.71 Including: land use right 5,115,063.71 - - 5,115,063.71 Software - - - - V. Total book value of intangible assets 62,471,514.35 60,767,233.67 Including: land use right (Note3) 60,233,088.21 58,726,993.41 Software 2,238,426.14 2,040,240.26 12. Long-term expenses to be amortized In RMB Increase Amortization Item 2012-12-31 amount of this amount of 2013-6-30 year this year Improvements expenses of fixed 45,822.68 - 24,994.08 20,828.60 assets from operating lease 13. Deferred income tax assets In RMB Item 2013-6-30 2012-12-31 Deferred income tax assets: Account receivable Bad debt provision 1,105,382.04 1,105,382.04 Other provision for bad debts of accounts receivable 185,396.25 185,396.25 Provision for inventory devaluation - - Staff salary payable 728,465.50 728,465.50 Provision for devaluation of long-term equity investment 625,000.00 625,000.00 Other 138,303.09 138,303.09 Total 2,782,546.88 2,782,546.88 - 44 - 14. Other non-current assets In RMB Item 2013-6-30 2012-12-31 Project of LNG (Note) 22,309,256.78 22,309,256.78 Account of projects paid in advance - 7,868.70 Total 22,309,256.78 22,317,125.48 Note: the project was jointly constructed by Weimei Power Company and Guangdong Dapeng Liquid Natural Gas Co., Ltd.(hereinafter referred to as Dapeng LNG). According to the contract signed between the two parties, before the project involved by this construction acquired approval from the relevant national authorities, the ownership belongs to both parties. After such approval, Dapeng LNG will acquire LNG project. Thus, Weimei Power Company recorded it under the item of “other non-current assets”. 15. Details of assets depreciation reserves In RMB Increase Decrease this year Item 2012-12-31 this year Carry-back Write-off 2013-6-30 I. Bad debt provision 34,575,394.07 - - - 34,575,394.07 II. Provision for inventory 86,386,572.72 - - - 86,386,572.72 III. Impairment for long-term equity investment 2,500,000.00 - - - 2,500,000.00 IV. Impairment for fixed assets 53,917,272.66 - - - 53,917,272.66 V. Impairment for construction in progress 15,042,095.82 - - - 15,042,095.82 VI. Impairment for intangible assets 5,115,063.71 - - - 5,115,063.71 16. Short-term loan In RMB Item 2013-6-30 2012-12-31 Guarantee loans 751,361,552.86 1,181,361,552.86 Credit loans 2,210,000,000.00 2,029,000,000.00 Total 2,961,361,552.86 3,210,361,552.86 17. Note payable In RMB Classification 2013-6-30 2012-12-31 Bank acceptance 20,000,000.00 29,670,000.00 18. Account payable (1)Details of account payable: In RMB Item 2013-6-30 2012-12-31 Guangdong Trade Branch of CNOOC Gas & Power Group 429,996,107.09 25,632,232.08 Guangzhou Dongli Gas Co., Ltd. 1,866,398.23 17,685,792.63 - 45 - Guangdong Guoyu Energy Co., Ltd. 63,942,719.90 11,091,881.96 Guangzhou Yuanheng Energy Co., Ltd. 5,391,082.80 3,103,128.33 Guangdong Yifeng Nature Gas Co., Ltd. 3,442,364.15 - Zhanjiang Hengyuan Transport Co., Ltd 3,351,175.50 - Guangdong Chengjiu Energy Co., ltd. 3,290,818.14 - China Petroleum Zhongtai Logistic (Zhuhai) Co., Ltd. - 2,866,944.42 Zhongshan Bailing Trade Co., Ltd. - 2,823,942.48 Shenzhen Xishun Industrial Development Co., Ltd - 1,426,651.34 Shenyang Electric Power Design Institution - 1,000,000.00 Shenzhen Nangang Power Project Co., Ltd - 761,052.00 Other 4,360,304.29 4,578,824.67 Total 515,640,970.10 70,970,449.91 (2)There is no fund of shareholders with 5% (including 5%) or more of the voting shares in the company in the balances of accounts payable in the report period. 19. Account received in advance (1) Details of account received in advance: In RMB Item 2013-6-30 2012-12-31 Transfer amount for unit capacity received in advance 14,586,000.00 14,586,000.00 Wuhan Poewr Gas Turbine Installation Co., Ltd. 1,000,000.00 - Hubei First Electric Power Construction Engineering Company 1,076,200.00 - Xiamen Xindi Group Co., Ltd. 230,000.00 - Bid bond 141,500.00 - Account for materials received in advance 25,155.00 - Total 17,058,855.00 14,586,000.00 (2) There is no advance fund of shareholders with 5% (including 5%) or more of the voting shares in the company in the balances of advance payment in the report period. (3)The age of balance of RMB14, 586,000.00 received in advance from Shenzhen Energy Corporation Co., Ltd. (Energy Corporation) exceeded 1 year. Since the relevant project had not obtained approval from the NDRC, no income was carried forward at the end of the Period. The foresaid account has not been carried forward as income till the date the Statement was approved for disclosure. 20. Remuneration payable In RMB Increase this Decrease this Item 2012-12-31 2013-6-30 year year I. wages, bonuses, allowances and 27,236,720.68 43,418,954.65 43,924,489.74 26,731,185.59 subsidies II. Welfare for employee - 18,440.00 18,440.00 - III. Social insurance 756,778.01 9,484,229.84 9,578,714.42 662,293.43 Including: Medical insurance 147,184.88 2,539,240.97 2,566,495.75 119,930.10 Endowment insurance 462,756.49 6,559,337.59 6,619,841.62 402,252.46 Unemployment insurance 49,259.22 141,218.09 150,973.06 39,504.24 Work injury insurance 94,509.59 221,692.53 220,628.30 95,573.82 Maternity insurance 3,067.83 22,740.66 20,775.68 5,032.81 IV. Housing provident fund 586,773.82 3,803,805.94 3,729,194.65 661,385.11 V. Union funds and staff education 1,473,688.63 934,640.58 888,751.60 1,519,577.61 expenses - 46 - VI. Non-monetary welfare 14,516.89 - - 14,516.89 VII. Compensation for labor - - - - contract termination VIII. Enterprise annuities 5,339,930.39 - 2,127,122.20 3,212,808.19 IX. Other 22,923.83 - - 22,923.83 Total 35,431,332.25 57,660,071.01 60,266,712.61 32,824,690.65 There is no fund in arrears in remuneration payable 21. Taxes payable In RMB Item 2013-6-30 2012-12-31 VAT - 167,735.99 Business tax 2,081,704.97 2,143,160.85 Enterprise income tax -6,660,257.69 -5,346,413.09 Individual income tax 1,030,325.21 2,202,475.60 Land-use tax of town 1,288,190.99 1,128,785.75 Real estate tax 1,540,655.23 2,247,122.42 Others 886,607.96 418,572.85 Total 167,226.67 2,961,440.37 22. Interest payable In RMB Item 2013-6-30 2012-12-31 Long-term loan interest of installment and interest charges 25,380.00 28,200.00 Interest payable of short-term loan 30,356,540.41 31,299,179.48 Xingzhong Group 61,242,572.99 54,905,096.34 Total 91,624,493.40 86,232,475.82 23. Other account payables (1)Details of other account payable: In RMB Item 2013-6-30 2012-12-31 XINGZHONG GROUP (Note 1) 182,152,108.65 182,152,108.65 Bureau of Finance of Zhongshan Municipality(Note 2) 24,679,018.28 24,321,200.00 Temporary option contract amount 13,018,270.48 13,250,331.05 Quality guarantee deposit 6,128,530.00 8,907,601.04 Project expense 5,274,383.96 5,617,379.33 Shenzhen South Harbor Power Engineering Co., Ltd. 4,972,295.00 6,417,095.00 Gas Technology Branch of Xindi Energy Engineering Technology Co., Ltd. 3,046,525.68 3,069,059.79 Shenzhen Eastern Engineering Co., Ltd. 2,986,485.80 2,311,894.16 Guangdong Industrial Equipment Installment Co., Ltd. 1,416,349.41 1,416,349.41 Wuxi ShijiaThermal Equipment Co., Ltd. 1,088,000.00 1,088,000.00 Shenzhen Hengfulin Construction Decoration Design Engineering Co., Ltd. 800,643.46 800,643.46 - 47 - Grants for Board of Directors 549,719.25 1,089,168.75 Land use charge of Tangxia Village 507,465.00 1,014,930.00 Housing reform fund - 1,202,934.95 Dongguan Weimei Ceramics Industry Park Co., Ltd. (“Weimei Ceramics Company”) - 36,334,698.30 Hangzhou Boiler Plant Engineering Materials Co., Ltd. - 633,589.74 Guangdong Trade Branch of CNOOC Gas & Power Group - 438,720.00 Nanjing Nangang Power Equipment Installation Co., Ltd. - 186,964.10 Other 14,138,907.37 12,775,061.58 Total 260,758,702.34 303,027,729.31 Note 1: represented the amounts borrowed by Shenzhong Development Company from Xingzhong Group with the land use right and fixed assets owned by it as the pledge. Note 2: represented the amounts borrowed by Shenzhong Development Company from the Bureau of Finance of Zhongshan Municipality 24. Long-term borrowing (1) Classification of long-term borrowing In RMB Item 2013-6-30 2012-12-31 Guarantee loan 16,000,000.00 16,000,000.00 (2) Details long-term borrowing In RMB Ending Commencement date of Balance dated 30 June 2013 date of loan loan Credit units Currency Rate (%) Amount of foreign RMB amount currency Shenzhen Jingtian Sub-branch of China 2009-11-6 2017-9-20 RMB 6.34 - 16,000,000.00 Merchants Bank 25. Other non-current liabilities In RMB Item 2013-6-30 2012-12-31 Treasury subsidies for sludge drying 4,483,750.00 4,611,250.00 Support fund of recycling economy for sludge drying 1,607,291.60 1,651,041.62 Subsidy for project of low-nitrogen transformation for welcoming 34,478,795.17 35,755,787.59 the Universiade (Note) Support fund of enterprise informationalization 484,313.72 514,901.96 Subsidy for energy-saving technology reform 1,482,484.47 1,482,484.47 Total 42,536,634.96 44,015,465.64 26. Share capital In RMB Item Amount at Changes in this year Amount at - 48 - year-begin Bonus shares Other Subtotal period-end Jan.-June of 2013 I. Restricted shares 1.state-owned shares - - - - - 2. shares held by state-owned companies - - - - - 3. shares held by other domestic investors 18,263.00 - - - 18,263.00 4. shares held by foreign investors - - - - - Total restricted shares 18,263.00 - - - 18,263.00 II. Unrestricted shares 1. RMB common shares 338,894,012.00 - - - 338,894,012.00 2. Domestically listed foreign shares 263,850,321.00 - - - 263,850,321.00 3. Overseas listed foreign shares - - - - - 4.other - - - - - Total unrestricted shares 602,744,333.00 - - - 602,744,333.00 III. Total shares 602,762,596.00 - - - 602,762,596.00 2012: I. Restricted shares 1.state-owned shares - - - - - 2. shares held by state-owned companies - - - - - 3. shares held by other domestic investors 18,263.00 - - - 18,263.00 4. shares held by foreign investors - - - - - Total restricted shares 18,263.00 - - - 18,263.00 II. Unrestricted shares 1. RMB common shares 338,894,012.00 - - - 338,894,012.00 2. Domestically listed foreign shares 263,850,321.00 - - - 263,850,321.00 3. Overseas listed foreign shares - - - - - 4.other - - - - - Total unrestricted shares 602,744,333.00 - - - 602,744,333.00 III. Total shares 602,762,596.00 - - - 602,762,596.00 27. Capital reserve In RMB Amount at Increase in Decrease in Item Amount at period-end year-begin the year the year Jan. – June of 2013 : Capital premium 233,998,444.00 - - 233,998,444.00 Including: investors’ capital 215,487,650.42 - - 215,487,650.42 Balance caused by the acquisition of minority 18,510,793.58 - - 18,510,793.58 interests Other capital surplus 129,635,002.84 - - 129,635,002.84 - 49 - Including: capital surplus transferred from 129,631,483.51 - - 129,631,483.51 original system Total 363,633,446.84 - - 363,633,446.84 2012: Capital premium 233,998,444.00 - - 233,998,444.00 Including: investors’ capital 215,487,650.42 - - 215,487,650.42 Balance caused by the acquisition of minority 18,510,793.58 - - 18,510,793.58 interests Other capital surplus 129,631,483.51 3,519.33 - 129,635,002.84 Including: capital surplus transferred from 129,631,483.51 - - 129,631,483.51 original system Total 363,629,927.51 3,519.33 - 363,633,446.84 28. Surplus reserves In RMB Amount at year-begin Increase in the Decrease in the year Item Amount at period-end year Jan. – June of 2013 : legal surplus reserve 310,158,957.87 - - 310,158,957.87 Discretionary surplus 22,749,439.73 - - 22,749,439.73 reserve Total 332,908,397.60 - - 332,908,397.60 2012: legal surplus reserve 310,158,957.87 - - 310,158,957.87 Discretionary surplus 22,749,439.73 - - 22,749,439.73 reserve Total 332,908,397.60 - - 332,908,397.60 29. Retained profit In RMB Item Amount Jan. – June of 2013 : Retained profit at year-begin 249,614,987.36 Add: net profit attributable to shareholders of parent company -101,535,348.67 Less: withdrawal of statutory surplus reserve 0 Common Stock dividend payable 0 Retained profit at period-end 148,079,638.69 2012: Retained profit at year-begin 454,070,630.72 Add: net profit attributable to shareholders of parent company -204,455,643.36 Less: withdrawal of statutory surplus reserve - Common Stock dividend payable - Retained profit at year-end 249,614,987.36 30. Operating revenue, operating cost (1) Operating revenue In RMB Item Amount occurred from Amount occurred from - 50 - Jan. to June of 2013 Jan. to June of 2012 Main business revenue 564,655,995.03 705,703,872.06 Other business revenue 820,939.88 138,326.50 Operating cost 911,164,225.22 1,146,829,174.36 (2) Main business (by industries) In RMB Amount occurred from Jan. to June of 2013 Amount occurred from Jan. to June of 2012 Industry Main business Main business revenue Main business cost Main business cost revenue Energy Industry 541,342,937.69 889,160,298.08 683,890,631.19 1,131,669,875.59 Engineering labors and 510,000.00 2,408,143.85 480,000.00 2,406,341.85 services Revenue from sludge 20,730,847.11 14,979,601.46 19,582,305.83 8,988,799.34 treatment Other revenue 2,072,210.23 4,522,366.87 1,750,935.04 3,582,751.24 Total 564,655,995.03 911,070,410.26 705,703,872.06 1,146,647,768.02 (3) Main business (by products) In RMB Amount occurred from Jan. to June of 2013 Amount occurred from Jan. to June of 2012 Products Main business Main business revenue Main business cost Main business cost revenue Electricity sales 540,526,165.74 888,742,410.93 680,603,743.31 1,124,608,977.96 Heat sales 816,771.95 417,887.15 3,286,887.88 7,060,897.63 Engineering labors and 510,000.00 2,408,143.85 480,000.00 2,406,341.85 services Sludge drying 20,730,847.11 14,979,601.46 19,582,305.83 8,988,799.34 Rent and other revenue 2,072,210.23 4,522,366.87 1,750,935.04 3,582,751.24 Total 564,655,995.03 911,070,410.26 705,703,872.06 1,146,647,768.02 (4) Condition of operating revenue of top 5 clients In RMB Proportion in total operating Clients Operating revenue revenue (%) Guangdong Power Grid Corporation 540,526,165.74 95.59 Shenzhen Water Bureau 20,730,847.11 3.67 Huiding Jiahua Materials 1,009,708.72 0.18 CCCC Fourth Harbor Engineering Co., Ltd. 758,737.85 0.13 China Tianchen Engineering Corporation 510,000.00 0.09 Total 563,535,459.42 99.66 31. Operation tax and surcharge In RMB Amount occurred from Jan. to June Amount occurred from Jan. Item of 2013 to June of 2012 Business tax 2,695,465.62 2,894,025.69 City maintenance tax 183,640.11 201,427.05 Others 144,952.00 184,406.91 Total 3,024,057.73 3,279,859.65 - 51 - 32. Management expense In RMB Amount occurred from Jan. to Amount occurred from Jan. Item June of 2013 to June of 2012 Salary 17,853,102.10 19,824,999.03 Taxes 2,056,740.26 2,826,001.66 Leasing expenses 3,141,609.97 2,944,419.08 Entertainment expense 2,154,359.11 2,711,787.14 Expenses for agency appointment 2,291,932.08 3,038,572.30 Vehicles expenses 1,921,740.43 2,258,626.27 Expenses from the Board 914,769.80 1,330,808.14 Housing funds 730,403.33 737,263.63 Depreciation expense 1,858,052.30 1,709,271.98 Amortization of intangible assets 1,416,697.32 1,317,771.72 Specific charges 426,528.00 160,942.60 Environmental expense 1,007,844.78 1,041,730.15 Sundry expenses 1,445,859.61 1,284,449.24 Expenses for enterprise culture 459,813.50 814,907.37 Property expense 473,613.00 527,452.04 Office expenses 197,282.09 294,928.94 Endowment insurance 1,743,425.34 1,450,113.30 Communication charge 612,870.23 828,359.05 Business traveling charge 244,357.26 271,201.52 Stock charge 172,268.03 356,465.00 Medical insurance 767,887.23 773,565.97 Labor union funds 350,989.14 366,562.98 Staff education funds 89,352.57 126,079.96 Long-term expense for amortized 24,994.08 24,994.08 Other 2,722,249.88 3,577,037.78 Total 45,078,741.44 50,598,310.93 33. Financial expense In RMB Amount occurred from Jan. to Amount occurred from Jan. Item June of 2013 to June of 2012 Interest expenditure 116,589,477.12 121,414,814.44 Less : capitalized interest expenses 12,832,567.64 24,123,746.15 Less : interest income 2,750,339.44 2,619,399.23 Exchange differential -53,829.73 1,832,003.54 Other 1,052,587.97 4,796,966.47 Total 102,005,328.28 101,300,639.07 34. Non-operating revenue (1) Details of non-operating revenue In RMB Amount occurred from Jan. to Amount occurred from Jan. to Item June of 2013 June of 2012 Government subsidy 371,954,330.36 444,190,763.42 VAT return on impor&export of natural gas (Note) 10,739,822.79 29,672,435.72 - 52 - Revenue from disposal of scrap materials 299,145.30 227,693.16 Other 171,794.87 70,546.15 Total 383,165,093.32 474,161,438.45 Note: the RMB 10,739,822.79 for the natural gas obtained by Weimei Power Company from Guangdong Trade Branch of CNOOC Gas & Power Group. (2) Particulars about governmental subsidies In RMB Amount occurred from Jan. to Amount occurred from Jan. to Item June of 2013 June of 2012 Income from fuel subsidies (Note 1) 183,115,300.00 240,627,300.00 Subsidies income of fuel processing fee (Note 2) 187,360,199.68 203,429,713.40 Subsidies of low-nitrogen transformation 1,276,992.42 - Government subsidy of informationalization 30,588.24 - Government bond subsidy for sludge drying 171,250.02 133750.02 Total 371,954,330.36 444,190,763.42 Note 1: Pursuant to the calculation method required by the Notice on Issuance of Provisional Collection of Gas and Fuel Processing Subsidy to Support the Peak Power Scheme of Local Burning Machine Power Plants (SFB No.74(2010)) issued by people municipality of Shenzhen, the Reply for Confirming the Power Generation Subsidy Scheme for Shenzhen Burning Machine Power Plants for 2011 (SZSITIC No.207(2010)), the Notice on Continuous Collection of Gas and Fuel Processing Subsidy to Support the Peak Power Generation Losses of Local Burning Machine Power Plants (SZSITIC No.2062011)) and the Notice on Issuance of Provisional Rules for Management over Power Subsidy of Shenzhen Local Fuel (Gas) Machine sets (SFB No.54(2009)) issued by people municipality of Shenzhen, the Company recognized fuel subsidy income of RMB183,115,300 for the period from January to June of 2013. Note 2: Pursuant to the Notice on Provisional Collection of Gas and Fuel processing fees (YFH No.31 (2008)) issued by people municipality of Guangdong and the calculation method for subsidy For fuel processing fees in 2011, Zhongshan Power Company and Weimei Power Company were projected to receive fuel processing subsidy of RMB187, 360,199.68for the period from January to June of 2013. 35. Non-operating expense In RMB Amount occurred from Jan. to Amount occurred from Jan. to Item June of 2013 June of 2012 Charitable donation 10,000.00 - Gains and loss of disposal of fixed assets - 34,978.97 Other - 2,785.84 Total 10,000.00 37,764.81 36. Income tax expenses In RMB Amount occurred from Amount occurred from Item Jan. to June of 2013 Jan. to June of 2012 Current income tax calculated based on tax laws and relevant regulations - 638,646.90 - 53 - 37. Calculation of basic EPS and diluted EPS Current net profit attributable to shareholder of parent company while calculating the basic EPS: In RMB Item Amount in this year Amount at last year Current net profit attributable to shareholder of parent company -101,535,348.67 -105,739,436.64 Including: Net profit attributable to sustainable operation -101,535,348.67 -105,739,436.64 Net profit attributable to termination of - - operation When calculating basic earnings per share, the denominator is the weighted average of common shares outstanding. The calculation process is as follow: In Share Item Amount in this year Amount at last year Numbers of common shares outstanding at the beginning of year 602,762,596 602,762,596 Plus: weighted average of common shares outstanding this year - - Minus: the weighted number of common shares repurchased this year - - Weighted average of common shares outstanding at the end of year 602,762,596 602,762,596 Earnings per share In RMB Item Amount in this year Amount at last year Calculated according to the net profits attributable to shareholders of the parent company: Basic earnings per share -0.17 -0.18 Diluted earnings per share Not applicable Not applicable Calculated according to the net profits of sustainable operations attributable to shareholders of the parent company: Basic earnings per share -0.17 -0.18 Diluted earnings per share Not applicable Not applicable Calculated according to the net profits of discontinued operations attributable to the shareholders of the parent company: Basic earnings per share - - Diluted earnings per share Not applicable Not applicable The Company has no diluted earnings per share, as the Company has no potential common shares with dilution. 38. Notes to item of cash flow statement (1)Cash received related to other operation activities In RMB Amount occurred from Amount occurred from Jan. Item Jan. to June of 2013 to June of 2012 Received import tax refund of natural gas 10,739,822.79 29,672,475.10 - 54 - Revenue of fuel subsidies 474,528,624.40 164,829,383.00 Government grant and bonus - 610,000.00 The due fixed deposit received - 3,240,000.00 Others 4,413,169.49 4,977,464.07 Total 489,681,616.68 203,329,322.17 (2) Other cash paid related to operating activities In RMB Amount occurred from Amount occurred from Jan. Item Jan. to June of 2013 to June of 2012 Discount of public facilities paid 24,680,608.20 - Land price paid as ultra-capacity land 32,386,269.86 - Expenses for agency appointment 2,173,007.55 4,733,572.30 Expenses from the Board 815,569.82 1,408,978.54 Leasing expenses 2,891,588.07 4,762,060.60 Entertainment expense 1,989,284.91 2,981,036.09 Vehicles expenses 1,945,279.17 2,596,721.18 Expenses for enterprise culture 402,803.50 814,907.37 Communication charge 566,882.56 948,917.97 Environmental expense 1,270,267.02 1,221,389.60 Supplementary pension 2,120,828.20 - Land costs 1,453,650.00 1,014,930.00 Land restrict charge 438,720.00 438,720.00 Route maintenance 263,892.00 263,892.00 Account of pilot test of voltage equipment 350,000.00 - Others 9,579,847.03 8,760,608.29 Total 83,328,497.89 29,945,733.94 (3) Cash received related to other financing activities In RMB Amount occurred from Amount occurred from Item Jan. to June of 2013 Jan. to June of 2012 Margin received - 62,536,060.00 (4) Cash paid for other financing activities In RMB Amount occurred from Amount occurred from Item Jan. to June of 2013 Jan. to June of 2012 Margin paid - 68,500,000.00 39. Supplementary information of cash flow sheet (1) Supplementary information of cash flow sheet In RMB Amount occurred Amount occurred from Supplementary information from Jan. to June of Jan. to June of 2013 2012 1.Operating activities cash flow transferred from net profit: Net profit -113,738,115.14 -123,190,915.55 Add: provision for assets devaluation - - - 55 - Fixed assets depreciation 70,045,211.41 93,966,107.59 Intangible assets amortization 1,704,280.68 1,672,145.58 Amortization of long-term prepaid accounts 24,994.08 24,994.08 Loss (gains) of disposal of fixed assets, intangible assets and other -299,145.30 - long-term assets Loss from scrap of fixed assets - 34,978.97 Financial expense (income)) 102,005,328.28 100,745,117.85 Investment loss (income) - - Decrease of deferred income tax assets (increase) - - Decrease of inventory (increase) -62,105,802.36 21,127,319.80 Decrease of operating accounts receivable (increase) 77,776,353.43 -133,665,409.80 Decrease of operating accounts payable (increase) 430,017,209.16 161,013,919.21 Others - - Net cash flow from operation activities 505,430,314.24 121,728,257.73 2.Significant investment and financing activities un-related to income and expense of cash: Debts transferring to assets - - Convertible bonds due within 1 year - - Fixed assets financed by leasing - - 3. Net change of cash and cash equivalent: Period-end balance of cash and cash equivalent 617,857,047.62 639,917,387.45 Less: year-begin balance of cash and cash equivalent 526,852,121.41 629,318,992.12 Net increase amount of cash and cash equivalent 91,004,926.21 10,598,395.33 (2) Constitution of cash and cash equivalent In RMB Item 2013-6-30 2012-6-30 I. Cash Including: inventory cash 248,607.75 234,509.70 Bank deposit which can be used for payment at any time 616,975,538.01 638,990,115.51 Other currency capital which can be used for payment at any time 632,901.86 692,762.23 II. Year-end balance of cash and cash equivalent 617,857,047.62 639,917,387.45 - 56 - (VI)Related party and related transaction 1. Parent company of the Company Share holding proportion of any shareholder of the Company didn't reach 50%, and couldn't form a holding relationship of the Company through any methods. The Company has no parent company. 2. Subsidiaries of the Company Detail of subsidiaries sees in Note (IV). 3. Other related parties of the Company Other related parties name Relationship between the Company Organization code Shareholders have major influence on Energy Group the Company 19218918-5 Minority shareholders of the Xingzhong Group subsidiaries 733112675 Energy Holding Subsidiary of Energy Group 19224115-8 Directors of the Company and other senior executives Key management staff Not applicable 4. Related Transactions (1) Lending money of related party Jan.-June of 2013: In RMB Amount of Commencement Balance dated 30 Related parties Maturity Date lending money date June 2013 Note Borrowing Xingzhong Group 125,316,816.85 2012.01.01 2013.12.31 125,316,816.85 Renewal Xingzhong Group 23,750,000.00 2012.01.01 2013.12.31 23,750,000.00 Renewal Xingzhong Group 16,250,000.00 2012.01.01 2013.12.31 16,250,000.00 Renewal Xingzhong Group 14,335,291.80 2012.01.01 2013.12.31 14,335,291.80 Renewal Xingzhong Group 2,500,000.00 2012.01.01 2013.12.31 2,500,000.00 Renewal Last year: In RMB Amount of Commencement Balance at end of Related parties Maturity Date lending money date 2012 Note Borrowing Xingzhong Group 125,316,816.85 2011.01.01 2011.12.31 125,316,816.85 Renewal Xingzhong Group 23,750,000.00 2011.01.01 2011.12.31 23,750,000.00 Renewal Xingzhong Group 16,250,000.00 2011.01.01 2011.12.31 16,250,000.00 Renewal Xingzhong Group 14,335,291.80 2011.01.01 2011.12.31 14,335,291.80 Renewal Xingzhong Group 2,500,000.00 2011.01.01 2011.12.31 2,500,000.00 Renewal Weimei Ceramics 35,785,979.94 2011.07.16 2012.07.16 35,785,979.94 - 57 - Company (2) Fund occupation expenses In RMB Amount occurred from Jan. Amount occurred from to June of 2013 Jan. to June of 2012 Price Proportion Proportion Transaction Transaction Related parties setting in amount in amount type content principal Amount of similar Amount of similar transaction transaction (%) (%) Fund Note Xingzhong occupation Interest Group expenses expenses 6,337,476.65 100.00 6,040,973.48 84% Weimei Fund Note Ceramics occupation Interest Company expenses expenses - - 1,186,822.14 16% Note: payment for the use of state funds is calculated according to loan rate of current capital of peer banks. (3) Account payable/receivable from related parties Account payable to related parties In RMB Item Related parties 2013-6-30 Balance at year-begin Other account payables Xingzhong Group 182,152,108.65 182,152,108.65 Weimei Ceramics Company - 36,334,698.30 Account received in advance Energy Holding 14,586,000.00 14,586,000.00 Interest payable Xingzhong Group 61,242,572.99 54,905,096.34 (VII) Contingency In March 2008, the Company and Jierun Company entered into a Contract Confirmation (hereafter referred to as “the Confirmation”) with contract numbers of 165723967102.11 and 165723968102.11. The first confirmation is valid from March 3rd, 2008 to December 31st, 2008, constituted by three options contracts. When the floating price (that is, the arithmetic average of the closing settlement prices of light crude future contracts of New York Mercantile Exchange at that month within every decision validity) is higher than 63.50 U.S. dollars / barrel, the Company will receive 300,000 U.S. dollars of income per month (200,000 barrels × 1.50 U.S. dollars / barrel); When the floating price is 62.00-63.50 U.S. dollars / barrel, the Company will obtain the income of (the floating price -62.00 USD / barrel) × 200,000 barrels per month; when the floating price is less than 62.00 U.S. dollars / barrel, the company will pay Jierun Company an amount equivalent to (62.00 U.S. dollars / barrel - the floating price) × 400,000 barrels per month. - 58 - The second confirmation is valid from January 1st, 2009 to October 31st, 2010, constituted by three options contracts, Jierun Company has a right to choose whether to implement before 18:00 on December 30th, 2009. When the floating price is higher than 66.50 U.S. dollars / barrel, the Company will receive 340,000 U.S. dollars of income per month (200,000 barrels × 1.70 U.S. dollars / barrel); when the floating price is 64.80-66.50 U.S. dollars / barrel, the Company will receive a monthly income of (the floating price -64.80 U.S. dollars / barrel) × 200,000 barrels; when the floating price is lower than 64.50 U.S. dollars / barrel, the Company will pay Jierun Company an amount equivalent to (64.50 U.S. dollars / barrel – the floating price) × 400,000 barrels. From Apr.2008 to Oct.2008, based on the above confirmations, Jierun Company pays to the Company with US$ 2.10 million (equivalent to RMB 14,352,083.46), the Company includes it into "other payables" item after receives this payment. On November 6th, 2008, Jierun Company writes to the Company. They deems that the Company intends to not perform transaction in the notice issued by the Company on October 21st ,2008 and the statement of the meeting held by the Company on October 29th ,2008, which has constituted a breach of contract, and Jierun Company announces the termination of the transaction. The Company replies Jierun Company that the company has never made any statement not intend to continue to perform transactions, and deems that Jierun Company's unilateral termination of the contract and refuse of paying the A/C payable under the first confirmation as of October, 2008 has constituted a breach of contract, so the Company announces the termination of the transaction. Although both sides terminate the transaction confirmation for different reasons, there are no differences about the termination reality of confirmation and transactions. After the transaction terminated, Jierun Company sends a letter to request the Company to compensate for the transaction termination loss, while sends another letter to express the hope to resolve the disputes by the commercial way. The company replies Jierun Company that the Company does not accept claims for loss compensations, while sends a separate letter to agree to peace talks. Then both sides do several rounds of consultations and negotiations, but no agreement has reached. On November 27th, 2009, the Company receives a letter of Allen & Overy LLP, which describes above matters and requires the Company to compensate Jierun with a total of US$79,962,943.00 and the interests of US$3,736,958.66 as of November 27th, 2009. The Company replies on January 25th, 2010, which shows that the Company did not accept claims for loss compensation. On March 31 2011, Jierun Company sent another letter to the Company which claimed that they are willing to coordinate with the Company continuously as for USD 79,962,943.00 we owed them and interests from the day of Nov. 6 of 2008, and invited the Company to raise up suggestion on this matter, meanwhile Jierun Company stressed to remain all the rights on this matter. The Company replied them with a letter on Apr. 6 of 2011 which showed we didn’t accept requirements from Jierun Company about compensation for loss, and agreed to answer their invitation and negotiate based on equality without influence on rights of both parties. On 6 February 2012, Jierun sent letter to the Company again, requiring the Company to pay the arrears of USD83, 699,901.66 and the related interests. The Company replied on 10 February 2012 to deny the loss compensation requirements of Jierun and require Jierun to pay the Company the amount payables of USD300, 000.00 under the confirmation latter No. 165723967102.11 arising in October 2008 and the interests accrued since 7 November 2008. And the Company agreed to be invited by Jierun for further negotiation in connection with this dispute provided that interests of both parties were not influenced. If the negotiation doesn’t succeed, in the judgment of the management of the Company, it is possible to solve this dispute through justice channel. In 2013, the board of directors of the Company believes that: (1)Two confirmation letters and transaction have been terminated by both parties; - 59 - (2)Various uncertainties still exist during the process of this issue, so it is not possible to make estimation for the potential solution approaches and results; (3)Since the final results cannot be estimated reasonably and reliably currently, projected liabilities shall not be recognized in the financial statements for the first half of 2013. The Board of Directors of the Company will promptly review the relevant accounting operation according to the progress of the above matters. (VIII) Commitment 1. Capitalization commitment In RMB Item 2013-6-30 2012-12-31 Signed capital expenditure commitment which was still not recognized in financial statements -Construction commitment of long-term assets 408,083.64 1,270,920.99 -External investment commitment - 8,000,000.00 Total 408,083.64 9,270,920.99 2. Commitment on operating lease Till the balance sheet day, the condition of irrevocable operating lease contract the Group externally signed is as follow: In RMB Item 2013-6-30 2012-12-31 Minimum lease payments of irrevocable operating lease: The first year after balance sheet day 3,346,786.63 3,515,510.00 The second year after balance sheet day 3,250,646.50 1,400,586.63 The third year after balance sheet day 1,427,596.50 1,427,596.50 Subsequent years 63,846,397.05 65,009,429.93 Total 71,871,426.67 71,353,123.06 - 60 - (IX) Segment report According to the internal organization structural, management requirements and internal reporting systems of the Company, the operation business of the group is classified into 5 reporting segments, i.e. power and heat supply, fuel trade, sludge drying, real estate development and other relevant business. Management of the Company regularly evaluates the operation results of the reporting segments, so as to decide to distribute resources to them and evaluate their achievements. The segment report information is disclosed according to the accounting policies and measuring standards adopted by all segments when reporting to the management and such measuring bases are kept consistent with the accounting and measuring bases upon preparation of the financial statements. In RMB Power and heat supply Fuel trade Real estate development Sludge drying Construction labor Inter-segment offset Total Item Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Business revenue Foreign trade 541,723,41 683,303,929 2,512,675 2,475,963 20,730,84 19,582,30 510,000.0 480,000.0 565,476,93 705,842,198 revenue 1.81 .65 .99 .08 - - 7.11 5.83 0 0 - - 4.91 .56 Inter-seg ment trade 12,059,576. 8,717,583.5 -12,059,57 -8,717,583 income 53 7 - - - - - - 6.53 .57 - - Total segment business 553,782,98 692,021,513 2,512,675 2,475,963 20,730,84 19,582,30 510,000.0 480,000.0 -12,059,57 -8,717,583 565,476,93 705,842,198 income 8.34 .22 .99 .08 - - 7.11 5.83 0 0 6.53 .57 4.91 .56 Segment 905,260,57 1,141,130,6 4,931,786 4,868,613 15,741,50 13,406,99 2,603,236 2,667,335 -13,365,26 -11,454,37 915,171,83 1,150,619,1 expenses 6.23 21.07 .47 .25 - - 1.53 2.63 .96 .56 7.64 1.66 3.55 90.85 Managem ent 34,894,061. 38,800,099. 4,757,335 4,180,157 1,906,806. 3,244,846 1,814,229. 2,401,269. 1,820,548 1,971,939 45,192,981. 50,598,310. expense 16 17 .47 .09 84 .29 85 26 .22 .12 - - 54 93 Financial 91,499,050. 104,270,482 -1,276,46 -1,060,07 13,599,331 802,852.9 1,837,606. 1,531,684. -3,502,15 -4,292,48 -152,042.9 102,005,32 101,300,639 expense 82 .65 2.48 8.78 .97 5 87 43 5.98 4.79 2 48,182.61 8.28 .07 Investmen t income - - - - - - - - - - - - - - Operatin -477,870,69 -592,179,68 -5,899,98 -5,512,72 -15,506,13 -4,047,69 1,337,508. 2,242,359. -411,629. 133,210.1 1,457,734. 2,688,605. -496,893,20 -596,675,94 g profit 9.87 9.67 3.47 8.48 8.81 9.24 86 51 20 1 03 48 8.46 2.29 - 61 - Non-opera ting 382,582,90 473,729,449 284,939.3 171,250.0 133,750.0 383,165,09 474,161,438 income 3.13 .12 13,300.00 410,940.17 1 2 2 - - - - 3.32 .45 Non-opera ting expenses 10,000.00 18,598.81 19,166.00 - - - - - - - - 10,000.00 37,764.81 Total -95,297,796 -118,468,83 -5,899,98 -5,518,59 -15,095,19 -3,762,75 1,508,758. 2,376,109. -411,629. 133,210.1 1,457,734. 2,688,605. -113,738,11 -122,552,26 profit .74 9.36 3.47 4.48 8.64 9.93 88 53 20 1 03 48 5.14 8.65 Income tax - 593,707.44 - - - - - - 44,939.46 - - - 638,646.90 -95,297,796 -119,062,54 -5,899,98 -5,518,59 -15,095,19 -3,762,75 1,508,758. 2,376,109. -411,629. 1,457,734. 2,688,605. -113,738,11 -123,190,91 Net profit .74 6.80 3.47 4.48 8.64 9.93 88 53 20 88,270.65 03 48 5.14 5.55 - 62 - (X). Note to items of parent company’s financial statements 1. Accounts receivable (1) Accounts receivable classifying according to the category: In RMB 2013-6-30 2012-12-31 Bad debt Bad debt Book Balance provision Book Balance provision Propor Am Propor Propor Am Propor Amou tion oun tion Amou tion oun tion Category nt (%) t (%) nt (%) t (%) Account receivable with individual major amount and withdrawal bad debt provision independently - - - - - - - - Accounts receivable with minor amount and accounts receivable 639,65 589,56 with major amount found no devaluation after individual 8,493. 9,090. devaluation test 43 100 - - 03 100 - - Account receivable with individual minor amount but withdrawal bad debt provision independently - - - - - - - - 639,65 589,56 8,493. 9,090. Total 43 100 - - 03 100 - - Accounts receivable classifying according to the account age: In RMB 2013-6-30 2012-12-31 Proportion Bad debt Proportion Bad debt Age Amount (%) provision Book value Amount (%) provision Book value Within 1 399,520,365 399,520,365 397,683,293 397,683,293 year .81 62.46 - .81 .41 67.45 - .41 240,097,300 240,097,300 191,882,907 191,882,907 1-2years .00 37.54 - .00 .62 32.55 - .62 2-3years 37,938.62 0.01 - 37,938.62 - - - - Above 3 2,889.00 years - - 2,889.00 2,889.00 - - 2,889.00 639,658,493 639,658,493 589,569,090 589,569,090 Total .43 100.00 - .43 .03 100.00 - .03 (2) No account receivable with minor individual amount but withdrawal bad debt provision independently at year-end. (3)Balance of account receivables excludes the debts of the shareholders who hold over 5% (including 5%) of voting share of our company in this reporting period. (4) Particulars about top 5 units owing accounts receivable In RMB Proportion in total account receivable Company name Relationship Amount Terms (%) Bureau of Finance of Shenzhen Government 558,409,507.6 Within 1 87.30 Municipality division 2 year Within 1 Guangdong Power Grid Corporation Non-related clients 80,836,120.71 12.64 year Within 1 Shenzhen University Non-related clients 281,204.00 0.04 year 63 - - Shenzhen Nanshan Meat Processing Within 1 Non-related clients 90,677.40 0.01 Factory year Within 1 Guangdong Xin An Pollytechnic Non-related clients 17,708.00 0.00 year 639,635,217.7 Total 100.00 3 2. Other accounts receivable (1) Other accounts receivable classifying according to the category: In RMB 2013-6-30 2012-12-31 Bad debt Bad debt Book Balance provision Book Balance provision Propo Propo Propo Propo Amoun rtion Amou rtion Amoun rtion Amou rtion Category t (%) nt (%) t (%) nt (%) 22,67 22,67 Account receivable with individual major amount and 22,677, 7,404. 22,677, 7,404. withdrawal bad debt provision independently 404.46 1.48 46 87.83 404.46 1.6 46 100 Accounts receivable with minor amount and accounts 1,502,3 1,389,6 receivable with major amount found no devaluation after 35,869. 01,552. individual devaluation test 01 98.17 - - 60 98.02 - - 3,140, 3,140, Account receivable with individual minor amount but 5,362,3 957.2 5,362,3 957.2 withdrawal bad debt provision independently 30.44 0.35 5 12.17 30.44 0.38 5 58.57 1,530,3 25,81 1,417,6 25,81 75,603. 100.0 8,361. 100.0 41,287. 100.0 8,361. Total 91 0 71 0 50 0 71 1.82 Other accounts receivable classifying according to the account age: In RMB 2013-6-30 2012-12-31 Account Proportion Bad debt Proportion Bad debt age Amount (%) provision Book value Amount (%) provision Book value Within 1 560,967,828. 560,967,828. 448,233,511. 448,233,511. year 19 36.66 - 19 78 31.62 - 78 253,063,347. 253,063,347. 253,063,347. 253,063,347. 1-2years 15 16.54 - 15 15 17.85 - 15 43,771,156.4 43,771,156.4 43,771,156.4 43,771,156.4 2-3years 0 2.86 - 0 0 3.09 - 0 Above 3 672,573,272. 646,754,910. 672,573,272. 646,754,910. years 17 43.95 25,818,361.71 46 17 47.44 25,818,361.71 46 1,530,375,60 1,504,557,24 1,417,641,28 1,391,822,92 Total 3.91 100.00 25,818,361.71 2.20 7.50 100.00 25,818,361.71 5.79 (2) Other account receivable with individual minor amount but withdrawal bad debt provision independently: In RMB Amount of accruing Accruing Other accounts receivable Book Balance provision for bad Reason proportion debts Deposit receivable 3,278,632.28 1,404,953.09 45% Unrecovered for overdue Dormitory amount receivable 2,083,698.16 1,736,004.16 55% Unrecovered for overdue Total 5,362,330.44 3,140,957.25 59% 64 - - (3) Balance of other account receivables excludes the debts of the shareholders who hold over 5% (including 5%) of voting share of our company in this reporting period. (4) Particulars about top 5 units owing other accounts receivable In RMB Relationship with the Total proportion in accounts Units Amount Age limit Company receivable (%) Subsidiary of the 755,155,885. Within 1 year and over Shenzhong Development Co. 49.34 Company 26 3 years Subsidiary of the 551,275,129. Within 1 year and over Zhongshan Power Company 36.02 Company 37 3 years Zhongshan Real Estate Subsidiary of the 84,750,000.0 Within 1 year 5.54 Property Co., Ltd. Company 0 Subsidiary of the 83,250,522.0 Within 1 year and over Dongguan Weimei Company 5.44 Company 9 3 years Subsidiary of the 21,814,864.3 Shennandian Environment Co., Within 1 year 1.43 Company 3 1,496,246,40 Total 97.77 1.05 65 - - 3. Long-term equity investment Long-term equity investment: In RMB Reason for difference Equity Voting between Accrued holding right Cash Balance dated equity Provision provision Calculation Investment Increase and Balance dated proportion proportion dividend Invested units 31 December holding for for method cost decrease 30 June 2013 in in of this 2012 proportion devaluation devaluation invested invested year and of this year units (%) units (%) voting right proportion Server Not Petrochemical Cost 26,650,000.00 26,650,000.00 - 26,650,000.00 50 50 - - - applicable Supplying method New Power Cost Not 71,270,000.00 71,270,000.00 - 71,270,000.00 75 75 - - - Company method applicable Zhongshan Not Power Cost 410,740,000.00 410,740,000.00 - 410,740,000.00 55 55 - - - applicable Company method Engineering Cost Not 6,000,000.00 6,000,000.00 - 6,000,000.00 60 60 - - - Co., method applicable Weimei Not Power Cost 115,319,049.76 115,319,049.76 - 115,319,049.76 40 40 - - - applicable Company method Shennan Cost Not 6,703,800.00 6,703,800.00 - 6,703,800.00 100 100 - - - Singapore method applicable Environment Cost Not 55,300,000.00 55,300,000.00 - 55,300,000.00 70 70 - - - Co., method applicable Shenzhong Not Development Cost - - - - 75 75 - - - applicable Co. method Shenzhong Not Property Cost - - - - 75 75 - - - applicable Investment method Jiangxi Not Nuclear Cost 49,315,000.00 49,315,000.00 8,000,000.00 57,315,000.00 5 5 - - - applicable Power Co method 66 - - Total 741,297,849.76 741,297,849.76 8,000,000.00 749,297,849.76 - - - Less: devaluation - - - provision Net amount of long-term 741,297,849.76 8,000,000.00 749,297,849.76 equity investment 67 - - 4. Fixed assets In RMB Book Balance dated Increased in this Decreased in Book Balance dated Item 31 Dec. 2012 year this year 30 June 2013 I. Original book value Total : 1,454,388,719.03 620,575.43 - 1,455,009,294.46 Including: Houses and buildings 101,120,907.32 - - 101,120,907.32 Machinery equipment 1,298,400,992.42 504,746.37 - 1,298,905,738.79 Transportation tools 16,349,068.89 - - 16,349,068.89 Other equipment 38,517,750.40 115,829.06 - 38,633,579.46 II. Total accumulated depreciation 1,162,289,544.55 6,209,120.73 - 1,168,498,665.28 Including: Houses and buildings 54,832,100.48 2,020,634.66 - 56,852,735.14 Machinery equipment 1,059,871,276.50 3,881,499.08 - 1,063,752,775.58 Transportation tools 14,879,173.99 43,380.00 - 14,922,553.99 Other equipment 32,706,993.58 263,606.99 - 32,970,600.57 III. Total net book value of fixed assets 292,099,174.48 286,510,629.18 Including: Houses and buildings 46,288,806.84 44,268,172.18 Machinery equipment 238,529,715.92 235,152,963.21 Transportation tools 1,469,894.90 1,426,514.90 Other equipment 5,810,756.82 5,662,978.89 IV. Depreciation reserve Total 13,089,737.80 - - 13,089,737.80 Including: Houses and buildings - - - - Machinery equipment 13,089,737.80 - - 13,089,737.80 Transportation tools - - - - Other equipment - - - - V. Total book value of fixed assets 279,009,436.68 273,420,891.38 Including: Houses and buildings 46,288,806.84 44,268,172.18 Machinery equipment 225,439,978.12 222,063,225.41 Transportation tools 1,469,894.90 1,426,514.90 Other equipment 5,810,756.82 5,662,978.89 5. Operating revenue and operating cost (1) Operating revenue In RMB 68 - - Amount occurred from Amount occurred from Item Jan. to June of 2013 Jan. to June of 2012 Main business revenue 132,378,837.12 336,421,818.94 Other business revenue 11,806,253.39 8,048,366.37 Operating cost 323,163,492.48 533,917,664.37 (2) Main business (by industry) In RMB Amount occurred from Jan. to June of 2013 Amount occurred from Jan. to June of 2012 Main operating Main operating Main operating cost Main operating cost Industry revenue revenue Energy Industry 132,378,837.12 323,069,677.52 336,421,818.94 529,483,326.41 (3) Main business (by products) In RMB Amount occurred from Jan. to June of 2013 Amount occurred from Jan. to June of 2012 Main operating Main operating Main operating cost Main operating cost Products revenue revenue Electricity sales 131,562,065.17 322,651,790.37 333,283,480.20 525,796,231.87 Heat sales 816,771.95 417,887.15 3,138,338.74 3,687,094.54 Total 132,378,837.12 323,069,677.52 336,421,818.94 529,483,326.41 (4) Main business (by areas) In RMB Amount occurred from Jan. to June of 2013 Amount occurred from Jan. to June of 2012 Main operating Main operating Main operating Main operating cost Areas revenue cost revenue Domestic 132,378,837.12 323,069,677.52 336,421,818.94 529,483,326.41 (5) Operating income of top 5 clients In RMB Proportion in total operating Clients Operating revenue revenue (%) 69 - - Guangdong Power Grid Corporation 131,562,065.17 91.25 New Power Company 7,023,037.20 4.87 Shennandian Environment Co., 4,545,023.57 3.15 Shenzhen University 699,352.50 0.49 Zhongcai Energy Management Service Co., Ltd. 63,332.50 0.04 Total 143,892,810.94 99.80 6. Supplementary information of cash flow statement In RMB Amount occurred from Amount occurred from Supplementary information Jan. to June of 2013 Jan. to June of 2012 1. Net profit transferred to cash flow of operating activities: Net profit -43,728,542.80 20,006,178.82 Add: provision for assets devaluation - - Fixed assets depreciation 6,209,120.73 30,158,307.74 Intangible assets amortization 663,794.16 704,963.70 Long-term accounts prepaid amortization 24,994.08 24,994.08 Financial expense (income) 68,038,686.24 25,245,086.79 Investment loss (income) - - Decrease of inventory (Increase) -2,155,641.11 17,740,593.06 Decrease of operating accounts receivable(Increase) -136,923,004.58 305,525,100.14 Increase of operating accounts payable (Decrease) 456,708,266.61 -97,349,008.32 Other - Net cash flow from operation activities 348,837,673.33 302,056,216.01 2. Significant investment and financing activities unrelated to cash income and expense: Debts transferred to assets - - Fixed assets financed by leasing - - 3. Net changes in cash and cash equivalents: Period-end balance of cash and cash equivalents 354,811,794.41 297,440,484.94 Less: period-begin balance of cash and cash equivalent 204,114,395.05 303,150,447.89 Amount of increase of cash and cash equivalent 150,697,399.36 -5,709,962.95 7. Related Transactions (1) Related transaction of commodities purchase, labor service received/provided 70 - - Statement of commodity purchased/labor service received In RMB Amount occurred from Jan. to Amount occurred from Jan. to June of 2013 June of 2012 Proportion in Related Transaction Proportion in amount of parties content amount of Price setting Amount similar Amount similar principal and transaction transaction (%) strategy procedures (%) Reference to the Warehouse Server market price or and Petrochemical based on the price 440,465.76 100.00 725,028.04 100.00 transportation Supplying from executives charge department Reference to the market price or New Power Fuel based on the price 130,180,642.74 30.79 78,984,589.65 13.77 Company purchasing from executives department Commodity sold/labor service provided In RMB Amount occurred from Jan. to Amount occurred from Jan. June of 2013 to June of 2012 Proportion in Proportion in Related Transaction Price setting principal amount of amount of parties content and strategy procedures Amount similar Amount similar transaction transaction (%) (%) Reference to the market New Power Charge of price or based on the 851,347.20 100.00 47,293.06 100.00 Company flue gas used price from executives department Dongguan Reference to the market Weimei Materials price or based on the - - 16,028.35 100.00 Power lease price from executives Company department Reference to the market Sales of Environment price or based on the cooling 2,309,109.86 100.00 3,346,931.62 100.00 Co., price from executives water department 71 - - Reference to the market Environment price or based on the Land lease 906,000.00 100.00 906,000.00 100.00 Co., price from executives department LNG and Reference to the market using charge Environment price or based on the of 1,329,913.71 100.00 - - Co., price from executives non-standard department diesel (2) Related entrusted Statement of entrusted: In RMB Name of Name of Date of Due date recognized Entrusted consigner entrusted beginning basis of Transaction type Asset trust income entrusted confirmed income Calculated Power based on the New generation The RMB Power Trusteeship income unit of 2013.01.01 2013.6.30 6,171,690.00 Company 0.025kwh of Company 2#,10# and the generation 11# volume Calculated Power based on the New generation The RMB Power Trusteeship income unit of 2012.01.01 2012.6.30 3,580,237.50 Company 0.025kwh of Company 2#,10# and the generation 11# volume Allocated Power based on New generation The generating Power Cost-allocation unit of 2013.01.01 2013.6.30 3,576,812.95 Company capacity of Company 2#,10# and New Power 11# Company Allocated Power based on New generation The generating Power Cost-allocation unit of 2012.01.01 2012.6.30 1,378,596.45 Company capacity of Company 2#,10# and New Power 11# Company 72 - - Allocated Power based on New generation The generating Power Expenses-allocation unit of 2013.01.01 2013.6.30 13,405,060.31 Company capacity of Company 2#,10# and New Power 11# Company Allocated Power based on New generation The generating Power Expenses-allocation unit of 2012.01.01 2012.6.30 5,781,962.71 Company capacity of Company 2#,10# and New Power 11# Company Notes: according to the Custody and Operation Contract Concerning the Power Generation Machine Sets of Shenzhen New Power Industry Co., Ltd. entered into by the Company and New Power Company dated 23 December 2003, the Company was entrusted to operate and manage the 2#, 10# and 11# machine sets assets owned by New Power Company. The scope of the entrustment included: production plan, power scheduling, power measure and agent sales, collection of electricity fees and safe operation and management of equipments, as well as purchase, stock and management of consumed materials and facilities required for maintenance and repairmen, normal maintenance of power generation equipments and facilities, organization and management of big- and middle-sized repair projects, technological innovation and updates for power generation equipments, etc. As for the fuels required for power production, they were purchased by New Power Company and then given to the Company for general use. Costs were charged according to the actual fuel consumption of the machine sets owned by New Power Company. As for substantial repair expenses and facilities, they were purchased collectively by the Company as per the custody contract. When occurred, those cost attributable to the relevant machine sets were charged as the machine sets costs of New Power Company. As for those costs that cannot be directly attributable to machine sets of New Power Company (such as utilities, depreciation of common assets and personnel salaries, etc), they should be shared by New Power Company and the Company based on the proportion of power generated. The Company and New Power Company declared taxes according to the above share method 73 - - (3) Related guarantee In RMB Assurance Guarantee Guarantee Guarantee due Impletion of Guarantee received Provider amount beginning date date guarantee or not Weimei Power The Company 200,000,000.00 2013.06.03 2014.06.03 No Company Weimei Power The Company 100,000,000.00 2013.05.02 2014.05.02 No Company Weimei Power The Company 75,000,000.00 2013.06.17 2014.05.29 No Company Weimei Power The Company 131,360,000.00 2012.08.28 2013.08.28 No Company Weimei Power The Company 50,000,000.00 2013.05.31 2014.05.31 No Company Zhongshan Power The Company 100,000,000.00 2012.08.03 2013.08.03 No Company Zhongshan Power The Company 70,000,000.00 2013.01.14 2014.01.14 No Company Zhongshan Power The Company 20,000,000.00 2013.05.15 2013.08.15 No Company Zhongshan Power The Company 5,000,000.00 2013.05.17 2014.05.17 No Company The Company Environment Co., 16,000,000.00 2009.11.03 2017.09.30 No The Company Environment Co., 20,000,000.00 2012.09.13 2013.09.13 No New Power The Company 100,000,000.00 2012.12.14 2013.12.13 No Company New Power The Company 100,000,000.00 2012.12.20 2013.12.20 No Company New Power The Company 200,000,000.00 2012.11.26 2014.02.24 No Company (4) Lending money of related party In RMB Amount of Commencement Maturity Balance dated 30 Related parties Note lending money date Date June 2013 Borrowing Engineering 60,000,000.00 2012.11.21 2013.11.25 60,000,000.00 74 - - Co., Engineering 4,000,000.00 2013.02.09 2014.02.09 4,000,000.00 Co., Engineering 9,400,000.00 2013.02.10 2014.02.10 9,400,000.00 Co., Engineering 25,000,000.00 2012.12.06 2013.12.05 25,000,000.00 Co., Server Petrochemical 6,000,000.00 2012.07.18 2013.07.18 6,000,000.00 Supplying Server Petrochemical 15,000,000.00 2012.08.30 2013.08.30 15,000,000.00 Supplying Server Petrochemical 9,000,000.00 2013.02.10 2014.02.10 9,000,000.00 Supplying Server Petrochemical 5,000,000.00 2012.11.16 2013.11.15 5,000,000.00 Supplying Weimei Power 16,500,000.00 2012.11.01 2013.11.01 16,500,000.00 Company New Power 130,000,000.00 2012.12.07 2013.12.07 130,000,000.00 Company New Power 80,000,000.00 2013.03.29 2014.03.29 80,000,000.00 Company Shenzhong Development 20,000,000.00 2012.12.31 2013.12.31 20,000,000.00 Co. Shenzhong Development 10,000,000.00 2013.02.10 2014.02.10 10,000,000.00 Co. Offering Shenzhong Development 545,250,000.00 2012.12.31 2013.12.31 545,250,000.00 Co. Shenzhong Property 84,750,000.00 2013.06.24 2014.06.24 84,750,000.00 Investment Weimei Power 71,571,959.87 2011.07.15 2013.07.15 71,571,959.87 75 - - Company Zhongshan Power 55,000,000.00 2013.03.26 2014.03.26 55,000,000.00 Company Zhongshan Power 55,000,000.00 2013.03.28 2014.03.28 55,000,000.00 Company Zhongshan Power 55,000,000.00 2013.03.30 2014.03.30 55,000,000.00 Company Zhongshan Power 23,000,000.00 2012.09.08 2013.09.08 23,000,000.00 Company Zhongshan Power 100,000,000.00 2012.12.20 2013.12.20 100,000,000.00 Company Zhongshan Power 100,000,000.00 2013.01.11 2014.01.11 100,000,000.00 Company Zhongshan Power 40,000,000.00 2012.09.05 2013.09.05 40,000,000.00 Company Zhongshan Power 10,000,000.00 2012.09.06 2013.09.06 10,000,000.00 Company Environment 10,000,000.00 2013.01.08 2014.01.08 10,000,000.00 Co., Environment 5,000,000.00 2013.06.18 2014.06.18 5,000,000.00 Co., (5) Fund occupation expenses In RMB Price Transaction Transaction Amount occurred from Jan. Amount occurred from Jan. to Related parties setting type content to June of 2013 June of 2012 principal Fund Engineering Interest occupation Note 3,418,234.68 2,889,935.12 Co., expenses expenses Server Fund Interest Note 1,158,404.45 1,051,057.77 Company occupation expenses 76 - - expenses Fund Weimei Power Interest occupation Note 574,071.68 3,820,562.22 Company expenses expenses Zhongshan Fund Interest Power occupation Note 16,100,365.62 23,818,124.00 income Company expenses Fund Weimei Power Interest occupation Note 2,159,087.46 2,373,644.30 Company income expenses Shenzhong Fund Interest Development occupation Note 19,332,880.48 18,291,045.37 income Co. expenses Shenzhong Fund Interest Property occupation Note 108,762.50 income - Investment expenses Note: payment for the use of state funds is calculated according to loan rate of current capital of peer banks. (6) Account receivable/payable of related parties Account receivable from related parties In RMB Item Related parties 2013-6-30 2012-12-31 Other accounts receivable Shenzhong Development Co. 755,155,885.26 735,826,164.78 Zhongshan Power Company 551,275,129.37 565,174,763.75 Weimei Power Company 83,250,522.09 81,102,663.74 Environment Co., 21,814,864.33 1,610,545.01 Server Petrochemical 6,279,375.00 6,279,649.17 Supplying Shennan Singapore 212,337.56 144,340.87 Syndisome Co. 54,626.53 48,576.08 Zhongshan Real Estate Property 84,858,762.50 - Co., Ltd. Dividend receivable New Power Company 597,875,904.41 597,875,904.41 Engineering Co., 56,264,962.17 56,264,962.17 77 - - Account payable to related parties In RMB Item Related parties 2013-6-30 2012-12-31 Account received in Energy Holding 14,586,000.00 14,586,000.00 advance Server Petrochemical Account payable 106,174.17 516,000.25 Supplying Other account payables New Power Company 692,845,612.12 618,314,078.53 Weimei Power Company 23,859,642.09 23,285,570.41 Engineering Co., 108,231,413.61 104,937,178.93 Server Petrochemical 36,586,098.25 36,543,715.07 Supplying Syndisome Co. 1,648,814.50 1,677,095.25 (XI) Supplementary 1. Particulars about current non-recurring gains and loss In RMB Amount occurred Amount occurred Item from Jan. to June of from Jan. to June of 2013 2012 Loss and gains of disposal of non-current assets Government subsidies included in current gains and loss (excluding those closely in accordance with corporation business and enjoyed according to 1,478,830.68 133,750.02 fixed amount under national united standard) Gains/losses from debt reorganization - - Impairment reversal of accounts receivable with single devaluation test - - Import VAT refund for natural gas 10,739,822.79 29,672,435.72 Other non-operating income/expenses beside the above said items 460,940.17 260,474.50 Influence amount of income taxes - - Influence amounts of minority shareholders (after tax) -3,334,681.88 -6,839,516.02 Total 9,344,911.76 23,227,144.22 2. Return on equity and earnings per share In RMB 78 - - Earnings per share Weighted average return Diluted earnings per Profit in reporting period on equity (%) Basic earning s per share share Net profit attributable to ordinary -6.78% -0.17 Not applicable shareholders of the Company Net profit attributable to ordinary shareholders of the Company deducting -7.40% -0.18 Not applicable non-recurring gains and loss 79 - -