深圳南山热电股份有限公司 2017 年第一季度报告全文
深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd.
The First Quarterly Report 2017
Notice No.: 2017-029
April 2017
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深圳南山热电股份有限公司 2017 年第一季度报告全文
Section I. Important Notes
Board of Directors and the Supervisory Committee of Shenzhen Nanshan Power Co., Ltd.
(hereinafter referred to as the Company) and its directors, supervisors and senior executives
should guarantee the reality, accuracy and completion of the quarterly report, there are no
any fictitious statements, misleading statements or important omissions carried in this report,
and shall take legal responsibilities, individual and/or joint.
All Directors are attended the Board Meeting for Quarterly Report deliberation.
Yang Haixian, person in charge of the Company, Director GM Wu Dongxiang, person in
charge of accounting works and CFO Huang Jian as well as Leng Jiwei (act for the financial
management dept.), person in charge of accounting organ (accounting officer) hereby confirm
that the Financial Report of this Quarterly Report is authentic, accurate and complete.
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.
On 27 March, the Company submits an application of revoking the delisting risk warning for
stock of the Company to Shenzhen Stock Exchange. The “Application of revoking the
delisting risk warning for stock” was approved from Shenzhen Stock Exchange on 13 April
2017.In accordance with relevant regulation of “Rules Governing the Stock Listed on
Shenzhen Stock Exchange”, stock of the Company suspends one day since open on 14 April
2017, and resumes on 17 April 2017. After resumption, the delisting risk warning is revoked
and short form of the Stock changes to “Shen Nan Dian A” and “Shen Nan Dian B” without
“*ST”, stock code same as before “000037” and “200037”; price limit changes to 10% instead
of 5% for trading date.
The report has been prepared in both Chinese and English, for any discrepancies, the Chinese
version shall prevail. Please read the full report seriously.
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深圳南山热电股份有限公司 2017 年第一季度报告全文
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.
Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian Dongguan Company Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Shen Nan Dian Engineering Company Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.
Shen Nan Dian Envionment Protection
Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd.
Company
Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd
New Power Company Refers to Shenzhen New Power Industrial Co., Ltd.
Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd.
Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co., Ltd.
Zhongshan Nam Long Power Plant of Shen Nan Dian (Zhongshan)
Zhongshan Nam Long Power Plant Refers to
Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei
Dongguan Gaobu Power Plant Refers to
Electric Power Co., Ltd
Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd
Shenzhong Real Estate Development Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd
Syndisome Company Refers to Hong Kong Syndisome Co., Ltd.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Shen Energy Group Refers to Shenzhen Energy Co., Ltd.
Energy Group Refers to Shenzhen Energy Group Co., Ltd.
Guangju Industrial Refers to Shenzhen Guangju Industrial Co., Ltd.
Guangju Holding Refers to Shenzhen Guangju Investment Holding (Group) Co., Ltd.
Guangju Energy Refers to Shenzhen Guangju Energy Co., Ltd.
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深圳南山热电股份有限公司 2017 年第一季度报告全文
Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co., Ltd.
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
China Gas Refers to China Gas Holdings Limited
Oufuyuan Technology Refers to Shenzhen Oufuyuan Technology Co., Ltd.
Xingzhong Group Refers to Zhongshan Xingzhong Group Co., Ltd.
Independent financial advisor, CMS Refers to China Merchants Securities Co., Ltd.
Shenzhen Pengxin Assets Appraisal Land & Real Estate Appraisal Co.,
Appraisal institute, Pengxin Appraisal Refers to
Ltd.
Auditing institute, Ruihua CPA, Accounting
Refers to Ruihua Certified Public Accounts (LLP)
Institute
DeHeng, permanent legal advisor Refers to Beijing DeHeng (Shenzhen) Law Offices
King & Wood, legal adviser Refers to King & Wood Mallesons
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Regulatory Commission of China Securities
Securities regulatory bureau Refers to
Regulation Commission
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
SOTCBB Refers to Shenzhen United Property And Share Rights Exchange
Company Law Refers to Company Law of The People’s Republic of China
Securities Law Refers to Securities Law of The People’s Republic of China
Stock Listing Rules Refers to Rules Governing the Listing of Stocks on Shenzhen Stock Exchange
Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, rest of the monetary
RMB, in 10 thousand Yuan, 100 Million Yuan Refers to
unit is RMB Yuan, ten thousand Yuan, the 100 Million Yuan
Reporting period Refers to 1 Jan. 2017 to 31 Mar. 2017
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深圳南山热电股份有限公司 2017 年第一季度报告全文
Section II. Basic situation of the Company
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
Changes of this period over
Current Period Same period of last year
same period of last year
Operating income (RMB) 318,755,094.24 244,369,581.94 30.44%
Net profit attributable to shareholders of
-27,388,861.07 -46,283,508.47 -40.82%
the listed company(RMB)
Net profit attributable to shareholders of
the listed company after deducting -28,843,829.49 -48,339,504.61 -40.33%
non-recurring gains and losses(RMB)
Net cash flow arising from operating
-213,153,838.55 -53,539,090.49 298.13%
activities(RMB)
Basic earnings per share (RMB/Share) -0.05 -0.08 -37.50%
Diluted earnings per share (RMB/Share) -0.05 -0.08 -37.50%
Weighted average ROE -1.50% -7.89% -80.99%
At the end of the reporting Changes of this period-end over
At the end of last year
period same period-end of last year
Total assets (RMB) 3,409,376,208.79 4,363,703,614.03 -21.87%
Net assets attributable to shareholder of
1,915,325,041.85 1,942,713,902.92 -1.41%
listed company (RMB)
Items of non-recurring gains and losses
√ Applicable □ Not applicable
In RMB
Amount from year-begin to
Item Note
period-end
Gains/losses from the disposal of non-current asset (including the Losses from the disposal of
-1,127.35
write-off that accrued for impairment of assets) non-current asset
Governmental subsidy reckoned into current gains/losses (not
Amortization and government
including the subsidy enjoyed in quota or ration according to 969,540.45
subsidy for related assets
national standards, which are closely relevant to enterprise’s
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深圳南山热电股份有限公司 2017 年第一季度报告全文
business)
Mainly Value Added Tax
Other non-operating income and expenditure except for the Immediate Refundfor
605,854.31
aforementioned items comprehensive utilization of
resources
Less: impact on income tax 103,588.58
Impact on minority shareholders’ equity (post-tax) 15,710.41
Total 1,454,968.42 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss
II. Total number of shareholders at the end of this report period and top ten shareholders
1. Total common and preferred stockholders with voting rights recover and the top ten share-holding
In Share
Total preferred stockholders
Total common shareholders at the with voting rights recover at
31,558
end of report period the end of report period (if
applicable)
Top ten share-holding
Number of share
Proportion Amount of
Nature of Amount of pledged/frozen
Shareholder’s name of shares restricted shares
shareholder shares held State of
held held Amount
share
HONG KONG NAM HOI Overseas
15.28% 92,123,248
(INTERNATIONAL) LIMITED legal person
State-owned
Shenzhen Guangju Industrial Co., Ltd. 12.22% 73,666,824
legal person
State-owned
SHENZHEN ENERGY (GROUP) CO., LTD. 10.80% 65,106,130
legal person
National Social Security Fund -604 Other 1.44% 8,671,300
BOCI SECURITIES LIMITED Overseas 1.33% 7,997,727
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深圳南山热电股份有限公司 2017 年第一季度报告全文
legal person
Domestic
Zeng Yin nature 1.00% 6,049,070
person
State-owned
China Merchants Securities H.K. Co., Ltd. 0.97% 5,821,115
legal person
Domestic
Zhang Heping nature 0.87% 5,240,300
person
GUOTAI JUNAN Overseas
0.69% 4,183,115
SECURITIES(HONGKONG) LIMITED legal person
Domestic
Liu Fang nature 0.50% 3,017,200
person
Top ten shareholders with unrestricted shares held
Type of shares
Shareholder’s name Amount of unrestricted shares held
Type Amount
Domestically
HONG KONG NAM HOI
92,123,248 listed foreign 92,123,248
(INTERNATIONAL) LIMITED
shares
Domestically
Shenzhen Guangju Industrial Co., Ltd. 73,666,824 listed foreign 73,666,824
shares
RMB common
SHENZHEN ENERGY (GROUP) CO., LTD. 65,106,130 65,106,130
shares
RMB common
National Social Security Fund -604 8,671,300 8,671,300
shares
Domestically
BOCI SECURITIES LIMITED 7,997,727 listed foreign 7,997,727
shares
Domestically
Zeng Yin 6,049,070 listed foreign 6,049,070
shares
Domestically
China Merchants Securities H.K. Co., Ltd. 5,821,115 listed foreign 5,821,115
shares
RMB common
4,000,000
shares
Zhang Heping 5,240,300
Domestically
1,240,300
listed foreign
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深圳南山热电股份有限公司 2017 年第一季度报告全文
shares
Domestically
GUOTAI JUNAN
4,183,115 listed foreign 4,183,115
SECURITIES(HONGKONG) LIMITED
shares
RMB common
484,100
shares
Liu Fang 3,017,200 Domestically
listed foreign 2,533,100
shares
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED was
Explanation on associated relationship among held by SHENZHEN ENERGY (GROUP) CO., LTD
the aforesaid shareholders 2. Among other social public shareholders, the Company did not know whether
there were associated relationships or belonging to consistent actors.
Explanation on top 10 shareholders involving
margin business (if applicable)
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement
dealing in reporting period
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back
agreement dealing in reporting period.
2. Total shareholders with preferred stock held and shares held by top ten shareholders with preferred
stock held
□ Applicable √ Not applicable
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深圳南山热电股份有限公司 2017 年第一季度报告全文
Section III. Significant Events
I. Particulars about material changes in items of main financial data and financial index and
explanations of reasons
√Applicable □Not applicable
1. Monetary fund has 419.739 million Yuan at period-end with 70.35% decline from that of year-beginning, mainly because loans are
paid to the Bank;
2. Note receivable has one million Yuan at period-end with 66.67% up from that of year-beginning, mainly because note receivable
from Shen Nan Dian Engineering Company increased;
3. Account receivable has 201.9409 million Yuan at period-end with 21.06% up from that of year-beginning, mainly because power
selling income increased;
4. Account paid in advance has 72.5887 million Yuan at period-end with 66.25% up from that of year-beginning, mainly because
money paid in advance for natural gas increased;
5. Construction in process has 30.6876 million Yuan at period-end with283.19% up from that of year-beginning, mainly because
technical expenditure from subsidiaries increased;
6. Short-term loans have 269.66 million Yuan at period-end with 66.16% decline from that of year-beginning, mainly because bank
loans declined;
7. Note payable has 233.2758 million Yuan at period-end with 20.49% decline from that of year-beginning, mainly because part of
the notes is cash on due;
8. Account payable has 48.0355 million Yuan at period-end with 658.97% up from that of year-beginning, mainly because money
payable for natural gas increased;
9. Taxes payable has 68.3207 million Yuan at period-end with 70.87% decline from that of year-beginning, mainly because taxable
enterprise income tax for 2016 paid in January;
10. Interest payable has 3.2485 million Yuan at period-end with 29.08% decline from that of year-beginning, mainly because loan
scale declined;
11. Long-term liability due within one year has 541 million Yuan at period-end with 16.85% up from that of year-beginning, mainly
because long-term loans due within one year increased;
12. Long-term loans have 56.18 million Yuan at period-end with 83.66% decline from that of year-beginning, mainly because
long-term loans from bank declined;
13. Operation revenue has 318.7551 million Yuan at period-end with a y-o-y growth of 30.44%, mainly because power selling
income increased;
14. Operation cost has 309.8538 million Yuan at period-end with a y-o-y growth of 31.48%, mainly because corresponding costs
increased for soaring power generation;
15. Taxes and surcharge has 1.6243 million Yuan at period-end with a y-o-y decrease of 29.22%, mainly because tax-burden reduced
after to replace the business tax with a VAT;
16. Financial expenses have 18.0726 million Yuan at period-end with a y-o-y decrease of 61.78%, mainly because loans scales
declined;
17. Non-operation revenue has 1.5854 million Yuan at period-end with a y-o-y decrease of 24.28%, mainly because VAT refund
decline from Shen Nan Dian Environment Company;
18. Non-operation expenditure has 11,100 Yuan at period-end with a y-o-y decrease of 61.24%, mainly because non-charitable
donation declined;
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深圳南山热电股份有限公司 2017 年第一季度报告全文
19. Income tax expense has 300,300 Yuan at period-end with a y-o-y decrease of 52.57%, mainly because total profit from
subsidiaries decreased.
II. Analysis and explanation of significant events and their influence and solutions
√Applicable □Not applicable
1. Material assets disposal relating to transfer of the equity interests held in Shenzhong Property Company and Shenzhong
Development Company was approved by 2nd extraordinary shareholders general meeting of 2016, and on 23 Nov. 2016, the
Company signed the “Equity Transfer Agreement” and supporting documents. On 19 December 2016, the Company and Oufuyuan
Technology completed business registration change for this equity transfer, the respective 75% equity interests in Shenzhong
Property and Shenzhong Development held by the Company were changed to be registered under the name of Oufuyuan Technology,
and Shenzhong Property and Shenzhong Development had been granted with the new business licenses. On 22 December 2016, the
Company and Oufuyuan Technology completed handover of the various documents and seals of Shenzhong Property and Shenzhong
Development. On 14 April 2017 Oufuyuan Technology as per the Equity Transfer Agreement has paid the outstanding transaction
price of RMB420,156,083.84 (including RMB 331,066,153.79 payable to the Company and RMB89,089,930.05 payable to
Xingzhong Group) payable by it and the related interests accrued subsequent to 30 June 2016. By publication of the Annual Report,
all outstanding payable for the transcation has been paid. The relevant subsequent issues mainly included subsequent to Oufuyuan
Technology’s completion of the provisions of Article 4.5 of the "Equity Transfer Agreement"that is about the replacement guarantee
of the joint responsibility that Shenzhen Nanshan Power Co., Ltd provides to Zhongshan Branch of Huaxia Bank Limited on behalf
of "Shuimunianhua Garden Project" of Shenzhong Property Company, the company submits the application documents for the
cancellation of the mortgage of the original mortgage of Shenzhong Development Company to Zhongshan Real Estate Mortgage
Registration Authority Parties to this material assets disposal are still required to perform the subsequent obligations under the Equity
Transfer Agreement and its supporting documents.(For details, please refer to Notice for Progress of Material Asset Sales(No.:
2017-023) published by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information
Website on18 April 2017)
2. Reclaim of land parcels No. T102-0011 and No. T102-0155. During the Period, in line with the resolution spirit of 11th
extraordianry meeting of 7th BOD dated 5 September 2016, we founded a work team of land purchasing and storage project,
cooperate with government department and relevant units for pre-phase works of land storage. On 7 February 2017, the Company
received a letter from Shenzhen Qianhai Development Investment Holding Co., Ltd. in relating to provision of title materials by
Shenzhen Nanshan Power and review on the draft mapping report and on-site assessment survey data (No.: SQKH[2017]28), asking
the Company to verify the draft mapping report, the summarized data of the objects and plants relocated issued by the assessment
company through on-site survey and the second decoration survey table, and to issue reply in written in respect of the same. Also, the
letter required Shenzhen Nanshan Power to provide necessary information to verify the titles of the relevant buildings and land.
However, because the aforesaid verification was of high professionalism and required substantial efforts and resources, and the
Company had no relevant professional staff and equipments and did not possess relevant qualification, it was not able for the
Company to verify the contents of the reports and make professional judgment on the same. What can the Company do in the current
stage is to review any omission (if any) and supplement with relevant contents. Therefore, the verification results from the Company
should be for reference only by Shenzhen Qianhai Development Investment Holding Co., Ltd. and the related intermediates, instead
of basis. On 7 March, we reply to Shenzhen Qianhai Holding Company in respect of priminary verification results and relevant
ownership information and express the above mentioned opinions. The Company will follow closely the working arrangements of the
government authorities and Shenzhen Qianhai Administration Bureau, engage law firm, consultant and other intermediates in due
course and further optimize the calculation and communication of the potential compensation on a prudent basis, to safeguard the
interests of its shareholders and employees on the best efforts. Besides, necessary decision approval procedure and information
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深圳南山热电股份有限公司 2017 年第一季度报告全文
disclosure will be conducted under relevant laws, regulation and regulatory documents based on the actual progress of this matter.
3. Heat network phase 1 of the heat-power combination production project of Shen Nan Dian Zhongshan Company. In reporting
period, the project completed the construction and installation bidding, and determining the winning unit, with construction start on
16 Feburary 2017. The Company continue to supervise Shen Nan Dian Zhongshan Company for promoting the project, on the
premise of ensuring safety, strive for early completion.
4. Lawsuits by Xiefu. At the end of December 2016, Xiefu Company received a civil judgment ((2016)Y01MZ No.15716) from the
Intermediate People’s Court of Guangzhou, On 24 January 2017, Xiefu Company received the total payment of RMB55,696,080.66
made by Sinopec Zhonghai Company based on the final judgment issued by the Intermediate People’s Court of Guangzhou
(including the outstanding payment for goods of RMB51,128,173.60, overdue interests of RMB4,259,767.06, the case acceptance
charge for the first instance of RMB303,140.00 and property preservation fee of RMB5,000.00). Till then, the procedure for this lawsuit
of Xiefu Company came to an end. (For details, please refer to the announcement (No.: 2016-118 and 2017-003) published by the
Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 31 December
2016 and 26 January 2017, respectively)
5. Bilaterial negotiation agreement of Shen Nan Dian Zhongshan Company and mothly centralized competitive transaction. In
reproting period, according to resolution spirit of the 16th extraordinary meeting of 7th BOD, Shen Nan Dian Zhongshan Company
carried out bilateral negotiation and montly centralized competitive transaction and entered into a bilateral negotiation transaction
contract with Guangdong Hua Wang Power Company; take part in montly centralized competitive transaction for Feburary, March
and April, and successful acquied electricity of 56.27 million KWH on 28 March 2017.
6. Coal-fired cogeneration improvement project of Shen Nan Dian Dongguan Company. After the “Implementation of Preliminary
Work of CHP of Shen Nan Dian Dongguan Company and Filing Work of Central Heating Pipe Network” deliberated and approved
by 9th session of 7th BOD on 21 October 2016, Shen Nan Dian Dongguan Company implemented relevant works as scheme. On 24
March 2017, the 7th board of directors held the 10th meeting to consider and approve the proposal on the controlling subsidiary Shen
Nan Dian (Zhongshan) Power Co., Ltd’s investment in coal-fired cogeneration power supply improvement project, pursuant to which,
it was agreed for Shen Nan Dian Dongguan Company to invest in construction of the coal-fired cogeneration power supply
improvement project with total investment amount of RMB59.89 million. The Company will supervise and pursh forward relevant
works for construction as soon as possible and strive to put into operation in principle of safety, efficiency and economic. (For details,
please refer to announcements of the Company relating to the resolution of the 9th meeting of the 7th board of directors and relating to
the controlling subsidiary Shen Nan Dian (Zhongshan) Power Co., Ltd’s investment in coal-fired cogeneration power supply
improvement project (No.: 2016-086 and 2017-018) published in China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao Information Website on 25 October 2016 and 28 March 2017, respectively.)
7. Applying for revocation of delisting risk warning. Pursuit to the “Standard Unaualified Opinio” reprot of 2016 issued by Ruihua
CPA (Special General Partnerhsip), and according to rules of 13.2.10 in Stock Listing Rules, delisting risk warning for stock of the
Company are eliminated, and the Company has no other conditions with delisting risk warning concerned. On 24 March 2017,
proposals of Annual Reprot 2016 and its Summary and Applying for Revocation of Delisting Risk Warning for Stock of the
Company are deliberated and approved by 10th session of 7th BOD. The Company applying the “Applying for Revocation of
Delisting Risk Warning for Stock of the Company” to Shenzhen Stock Exchange on 27 March. The “Applying for Revocation of
Delisting Risk Warning for Stock of the Company” has audit consent from Shenzhen Stock Exchange dated 13 April. In accordance
with relevant rules of Stock Listing Rules, stock of the Company will suspend one day since trading on 14 April 2017, and resume
for trading since 17 April 2017. Without the delisting risk warning, short form of the stock turns to “Shen Nan Dian A” and “Shen
Nan Dian B” without “*ST”, code of the stock same as before (“000037”, “200037”); daily trading limit change to 10% instead of
5%.(For details, please refer to Notice of Revocation of Delisting Risk Warning for Stock of the Company(No.: 2017-021) published
by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on14 April
2017)
Save as disclosed above, there is no progress or change in the Xinjiang-Guangdong Assistance Project participated by the Company
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深圳南山热电股份有限公司 2017 年第一季度报告全文
in 2013, the proposed application to the National Association of Financial Market Institutional Investors for issuance of medium-term
notes with an aggregate of principal of not more than RMB500 million (inclusive of RMB500 million) and the proposed non-public
offering of corporate bonds with principal of not more than RMB2 billion (inclusive of RMB2 billion) during this reporting period.
Query index for temporary report on
Overview Disclosure date
website
On 27 April 2016, the Company made disclosure about
the benefit funds for projects technology reform in the
Details are disclosed in the first quarterly
first quarterly report of the Company for 2016. As
report of the Company for 2016, the
required by relevant authorities, the Company held
interim report of the Company for 2016,
several meetings to discuss the relevant matters, made 2016-4-27
the third quarterly report of the Company
further investigation about the particulars of these funds 2016-8-23
for 2016 and annual report 2016 (No.:
and identified designated person to take charge of the 2016-10-25
2016-026, 2016-057, 2016-088 and
collection of the funds. Currently, the Company is trying 2017-03-28
2017-009) published in China Securities,
to contact with relevant parties and serving them the
Securities Times, Hong Kong Commercial
notice demanding for return of the relevant funds. In
Daily and Juchao Information Website.
2016, an amount of RMB500,000 has been returned as
the benefit funds for projects technology reform.
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深圳南山热电股份有限公司 2017 年第一季度报告全文
III. Commitments that the Company, shareholders, actual controller, offeror, directors, supervisors, senior management or other related parties have
fulfilled during the reporting period and have not yet fulfilled by the end of reporting period
√Applicable □ Not applicable
Type of
Commitment Commitmen Implementat
Commitments Promise commitme Content of commitments
date t term ion
nts
Commitments for
Share Merger
Reform
Commitments in
report of
acquisition or
equity change
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Related Information of
Commitment made Reorganization
in the material
assts The company and all the directors, supervisors and senior managers of our company promise to assure
reorganization of the truthfulness, accuracy and completeness of the related information of the reorganization as well as
The
transferring 75% the application documents. We make the following commitment that there is no false statement,
Company Until the
equity of misleading representation or material omission, and jointly and separately accept responsibilities. We
and whole completion
Shenzhong promise that all the signatures as well as seals are true and effective, and the copies are in agreement with In normal
directors, Other 2016-10-31 of this major
Properties the originals. We promise that all the information provided by our company and all the directors, performance
supervisors asset
Company and supervisors and senior managers of our company are true, correct and complete original written
and senior restructuring
Shenzhong Real information or copied information, and the copied information or the copies are in complete agreement
executives
Estate with the originals. The signatures and seals of all the documents are true without any false record,
Development misleading statement or major omissions. If the information is investigated by the judicial authority or
Company China's Securities Regulatory Commission because of any false record, misleading statement or major
respectively omissions in any of our information in this deal, all the shareholders of the boarders, supervisors and
senior managers of our company shall stop selling their shares, and shall hand in their account of the
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深圳南山热电股份有限公司 2017 年第一季度报告全文
shares and the written applications of stopping selling them to the board of directors within two working
days, and the board of directors will apply locking the information of the identity and account to the
Stock Exchange and registered clearing company; if beyond the time limit, after checking, the Boarder of
Directors will directly report the information of the identity and account to the Stock Exchange and
registered clearing company. If not, the stock exchange and registered clearing company will lock the
related shares directly. If there is anything that is illegal, the Boarder of Directors of the Company and all
the directors thereof promise the locked parts of shares shall be used for compensation.
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
As the counterparty of this recombination, Shenzhen Oufuyuan Technology Co., Ltd.(referred to as the
Oufuyuan
“company” in this paragraph) and the directors, supervisors and senior managers of our company make
Technology Until the
the following commitment: The information provided by our company as well as we ourselves are all
and whole completion
true, accurate and complete, without any false statement, misleading representation or material omission, In normal
directors, Other 2016-10-31 of this major
the copied information or the copies are in complete agreement with the originals and the signatures and performance
supervisors asset
seals of all the documents are true. If not, and if determined by the judiciary that we may cause any loss
and senior restructuring
to the related company, Shenzhen Nanshan Power Co., Ltd. or their investors, audit, evaluators or the
executives
agency of financial advisers or anything related, the company and we are willing to take any legal
responsibility.
The Commitment Letter of No Penalty and Credit Situation in the Last Three Years
The company and all the directors, supervisors and senior managers of our company make the following
The commitment: 1. The Company is under standardized operation during the last three years, so there is not
Company any illegal capital take-up or external guarantee or anything like that. 2. Since June 25, 2015 when the Until the
and whole company received "the Supervision Letter on Shenzhen Nanshan Power Co., Ltd" [2015] No. 69 issued completion
In normal
directors, Other by the company's management department of Shenzhen Stock Exchange, which was about not disclosing 2016-10-31 of this major
performance
supervisors the revision of performance forecast, the company and all the directors, supervisors and senior managers asset
and senior of our company have neither experienced any administrative penalty or criminal penalty, nor punished or restructuring
executives investigated by Shenzhen Stock Exchange or any other authorities. We have never been punished,
investigated or gone under custody by the Stock Exchange or Securities Regulatory Commission or any
other authorities. If there is anything wrong in the statement above, the Company and the Boarder of
14
深圳南山热电股份有限公司 2017 年第一季度报告全文
Directors will jointly and separately accept any legal responsibilities related.
The Commitment Letter of No Penalty and Credit Situation in the Last Five Years
Oufuyuan
Oufuyuan Technology of Shenzhen (referred to as the “company” in this paragraph) and all the directors,
Technology Until the
supervisors and senior managers of The Company state solemnly to Shenzhen Nanshan Power Co., Ltd.
and whole completion
and the relevant intermediary that: 1. The Company and I personally haven’t experienced any In normal
directors, Other 2016-10-31 of this major
administrative penalty related to Stock Exchange or criminal penalty, and were never involved in any performance
supervisors asset
major civil action or arbitration matters related to finance. 2. We have never been punished, investigated
and senior restructuring
or gone under custody by China Securities Regulatory Commission or any other authorities as a result of
executives
not paying off huge debts or not fulfilling promises.
The Commitment Letter of Not Violating Rule No.13 of Interim Provisions on strengthening the
supervision of abnormal stock transactions related to the major asset restructuring of listed companies
Oufuyuan
Oufuyuan Technology of Shenzhen(referred to as the “company” in this paragraph) and all the directors,
Technology Until the
supervisors and senior managers of The Company make the following commitment: 1. The Company
and whole completion
and I personally haven’t been investigated or registered due to insider dealing in the major asset In normal
directors, Other 2016-10-31 of this major
restructuring of this transaction; 2. The Company and I personally haven’t been investigated or performance
supervisors asset
registered due to insider dealing in any major asset restructuring by
and senior restructuring
China Securities Regulatory Commission or any other authorities in the last thirty-six months. If
executives
The Company or I break the above promise, The Company or I will surely bear the loss caused to
Shenzhen Nanshan Power Co., Ltd.
The Commitment Letter of Not Existing Related Relation
Oufuyuan
As the counterparty of this transaction, Oufuyuan Technology of Shenzhen(referred to as the “company”
Technology
in this paragraph) makes the following commitment: The company and all the directors, supervisors ,
and whole Until the
senior managers of our company, the actual controller of The Company have no incidence relation with
directors, completion
the directors, supervisors , senior managers of Shenzhen Nanshan Power Co., Ltd. or any shareholder In normal
supervisors, Other 2016-10-31 of this major
holding more than 5% of the shares of Shenzhen Nanshan Power Co., Ltd.(including Shenzhen Energy performance
senior asset
Co., Ltd., HONG KONG NAM HOI (INTERNATIONAL) LTD, Shenzhen Guangju Industrial Co., Ltd)
executives restructuring
as well as Shenzhong Property Company or Shenzhong Development Company, so there is no connected
and actual
transaction. If the above statement is not true, The Company and I personally will take the related
controller
responsibilities.
15
深圳南山热电股份有限公司 2017 年第一季度报告全文
The
The Commitment Letter of Not Existing Connected Relation
Company Until the
The company and all the directors, supervisors, senior managers of The Company makes the following
and whole completion
commitment: The company and all the directors, supervisors , senior managers of The Company have In normal
directors, Other 2016-10-31 of this major
no incidence relation with the counterparty of this transaction, Oufuyuan Technology of Shenzhen, so performance
supervisors asset
there is no connected transaction. If the above statement is not true, The Company and I personally will
and senior restructuring
take the related responsibilities.
executives
Shenzhong
Properties The Commitment Letter of Not Existing Connected Relation Until the
Company, As the target company in this reorganization, we make the following commitment: the Company has no completion
In normal
Shenzhong Other incidence relation with the counterparty of this transaction, Oufuyuan Technology of Shenzhen, so there 2016-10-31 of this major
performance
Real Estate is no connected transaction. If the above statement is not true, The Company and I personally will take asset
Developmen the related responsibilities. restructuring
t Company
Shen
Shenzhen
Energy The Commitment Letter of Not Existing Connected Relation Until the
Group Co., As the shareholder of Shen Nan Dian, with over 5% shares held, we make the following commitment: completion
In normal
Ltd. Co., Other the Company has no incidence relation with the counterparty of this transaction, Oufuyuan Technology 2016-10-31 of this major
performance
Ltd., NAM of Shenzhen, so there is no connected transaction. If the above statement is not true, The Company and I asset
HOI, personally will take the related responsibilities. restructuring
Guangju
Industrial
The Commitment Letter of the Legitimateness of the Sources of Funds
Until the
As the counterparty of this transaction, Oufuyuan Technology of Shenzhen (referred to as the “company”
completion
Oufuyuan in this paragraph) makes the following commitment: The company's transferee of the equity interest paid In normal
Other 2016-10-31 of this major
Technology and the repayment of interest and the interest and other related debt funds are all from the company's performance
asset
own funds or raised legally. All the sources of funds are legal, and have effective and full right of
restructuring
disposal, which is in agreement with the rules of China Securities Regulatory Commission or any
16
深圳南山热电股份有限公司 2017 年第一季度报告全文
other related laws or rules.
The Commitment Letter of Not Violating Rule No.13 of Interim Provisions on strengthening the
The supervision of abnormal stock transactions related to the major asset restructuring of listed companies
Company The company and all the directors, supervisors , senior managers of The Company make the following Until the
and whole commitment: 1. The Company and I personally haven’t been investigated or registered due to insider completion
In normal
directors, Other dealing in the major asset restructuring; 2. The Company and I personally haven’t been investigated or 2016-10-31 of this major
performance
supervisors registered due to insider dealing in any major asset restructuring by asset
and senior China Securities Regulatory Commission or any other authorities in the last thirty-six months. If restructuring
executives The Company or I break the above promise, The Company or I will surely bear the loss caused to
Shenzhen Nanshan Power Co., Ltd.
The Commitment Letter of the Restructuring Involving the Real Estate Business
The whole Until the
All the directors, supervisors and senior managers of The Company make the following commitment: If
directors, completion
the target company proposed to be sold in this recombination were punished or investigated for illegal In normal
supervisors Other 2016-10-31 of this major
actions like undisclosed idle land, real estate speculation, insisting on a conservative way in selling a real performance
and senior asset
estate or price rigging, and caused any loss to The Company or investors, I will surely compensate the
executives restructuring
loss caused according to the demand of relevant laws or rules or securities regulatory authority .
The Commitment Letter of the Integrity of the Underlying Assets
As the seller of this major assets reorganization, The company makes the following commitment: 1. The
company legally holds the underlying assets, and there is no case of entrusted ownership, trust holdings
or any other third party that holds shares; There is no pledge, guarantee or any third party rights in the
underlying assets and there is no situation of dispute, judicial security measures or enforcement Until the
measures, such as restrictions, block or prohibition of the transfer. 2. The company makes the following completion
The In normal
Other commitment: If the underlying assets cannot be transferred or processed for necessary changes because 2016-10-31 of this major
Company performance
the company has no right to dispose of assets, or other rights are limited due to the underlying assets of asset
the underlying asset ownership cannot be transferred or shall go through the modification formalities, the restructuring
company is willing to bear the corresponding legal responsibility in the right to judicial departments
according to their authority after confirmation of the losses caused by the related parties. 3. By the date
of this letter of commitment issued, Shenzhong Property Company and Shenzhong Development
Company have no situation of false investment or anything that affects its legal existence, and there are
17
深圳南山热电股份有限公司 2017 年第一季度报告全文
no pending or foreseeable litigations, arbitrations or administrative penalties affecting this transaction.
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
The company makes the following commitment: 1. The information related to this transaction provided
by The Company are all true, accurate and complete, without any false statement, misleading
Until the
representation or material omission,; 2. We promise that all the information provided by The Company
Shenzhong completion
are true, correct and complete original written information or copied information, and the copied In normal
Properties Other 2016-10-31 of this major
information or the copies are in complete agreement with the originals. The signatures and seals of all the performance
Company asset
documents are true without any false record, misleading statement or major omissions. 3. The
restructuring
illustrations The Company provides are all true, correct and complete without any false record,
misleading statement or major omissions; 4. The Company jointly and severally accepts responsibilities
as to the truthfulness, accuracy and completeness of the content of this report.
The Commitment Letter of No Illegal or Irregular Behaviors in the Last Three Years
The company promises: 1. The Company has never done anything that is greatly illegal or irregular, and
has never received any administrative punishment or criminal punishment. 2. The Company has never Until the
Shenzhong been punished as a result of violating the National Industrial Policy or the laws or rules related to completion
In normal
Properties Other environment protection, land administration, or anti-monopoly. 3. The Company has neither been 2016-10-31 of this major
performance
Company investigated by competent administrative authorities like China Securities Regulatory Commission asset
because of illegal actions nor investigated by judicial authorities.4.The Company has no unfinished or restructuring
any foreseen major court case or arbitration matters related to this transaction. 5. The Company does not
have any matter that may influence the guarantee of operating capacity or commitment.
Whole The Commitment Letter of No Major Violation of Relevant Laws
directors, As the directors, supervisors and senior managers of Shenzhong Property Company, we make the
supervisors following commitment: 1. I have never done anything that is greatly illegal or irregular, and have never Until the
and senior received any administrative punishment or criminal punishment or arbitration related to finance. 2. I have completion
In normal
executives Other never been investigated or registered because of inter-transaction of restructuring major assets and have 2016-10-31 of this major
performance
of no unfinished cases. I haven’ neither been punished or investigated by competent administrative asset
Shenzhong authorities like China Securities Regulatory Commission or the Stock Exchange because of illegal restructuring
Properties actions like not repaying major debts or not fulfilling commitments or inter-transaction of restructuring
Company major assets nor given criminal sanctions by judicial authorities according to law.
18
深圳南山热电股份有限公司 2017 年第一季度报告全文
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
The company makes the following commitment: 1. The information related to this transaction provided
by The Company are all true, accurate and complete, without any false statement, misleading
Until the
Shenzhong representation or material omission,; 2. We promise that all the information provided by The Company
completion
Real Estate are true, correct and complete original written information or copied information, and the copied In normal
Other 2016-10-31 of this major
Developmen information or the copies are in complete agreement with the originals. The signatures and seals of all the performance
asset
t Company documents are true without any false record, misleading statement or major omissions. 3. The
restructuring
illustrations The Company provides are all true, correct and complete without any false record,
misleading statement or major omissions; 4. The Company jointly and severally accepts responsibilities
as to the truthfulness, accuracy and completeness of the content of this report.
The Commitment Letter of No Illegal or Irregular Behaviors in the Last Three Years
The company makes the following commitment: 1. The Company has never done anything that is
greatly illegal or irregular, and has never received any administrative punishment or criminal
Until the
Shenzhong punishment. 2. The Company has never been punished as a result of violating the National Industrial
completion
Real Estate Policy or the laws or rules related to environment protection, land administration, or anti-monopoly. 3. In normal
Other 2016-10-31 of this major
Developmen The Company has neither been investigated by competent administrative authorities like performance
asset
t Company China Securities Regulatory Commission because of illegal actions nor investigated by judicial
restructuring
authorities. 4.The Company has no unfinished or any foreseen major court case or arbitration matters
related to this transaction. 5. The Company does not have any matter that may influence the guarantee of
operating capacity or commitment.
Whole The Commitment Letter of No Major Violation of Relevant Laws
directors, As the directors, supervisors and senior managers of Shenzhong Development Company, we make the
supervisors following commitment: 1. I have never done anything that is greatly illegal or irregular, and has never Until the
and senior received any administrative punishment or criminal punishment or arbitration related to finance. 2. I have completion
In normal
executives Other never been investigated or registered because of inter-transaction of restructuring major assets and have 2016-10-31 of this major
performance
of no unfinished cases. I haven’ neither been punished or investigated by competent administrative asset
Shenzhong authorities like China Securities Regulatory Commission or the Stock Exchange because of illegal restructuring
Real Estate actions like not repaying major debts or not fulfilling commitments or inter-transaction of restructuring
Developmen major assets nor given criminal sanctions by judicial authorities according to law.
19
深圳南山热电股份有限公司 2017 年第一季度报告全文
t Company
The Letter On the Equity Transfer Agreement under the Relevant Security Arrangements and The
Commitment Letter of Expansion of the Scope of Real Estate Collateral
Oufuyuan Technology of Shenzhen promises: 1. The company agrees and promises to have Shenzhong
Development Company issue the letter of commitment to Shenzhen Nanshan Power Co., Ltd. to
Nanshan Power Company and Xingzhong Group, and promises to allow the scope of the guarantee for
the above mentioned real estate mortgage to be extended to be all the obligations of the company that
have to be fulfilled according to the "Equity Transfer Agreement" and its supporting transaction
documents (Including the obligations agreed upon in Article 4,5 and the second part of Article 6 in
paragraph 2 of the" Equity Transfer Agreement "), and the term of the mortgage continues until the date
of the cancellation of the mortgage. 2. I hope Shenzhen Nanshan Power Co., Ltd. and Xingzhong Group
can complete the provisions of Article 4 and 5 of the "Equity Transfer Agreement" in the company that is
Oufuyuan
about the replacement guarantee of the joint responsibility that Shenzhen Nanshan Power Co., Ltd Until the
Technology,
provides to Zhongshan Branch of Huaxia Bank Limited on behalf of "Shuimunianhua Garden Project" completion
Shenzhong In normal
Other of Shenzhong Property Company and can provide RMB 420156083.84 of interest payable in paragraph 2 2016-12-12 of this major
Real Estate performance
(Part 2) of Article 6 of the Equity Transfer Agreement and the effective legal guarantee corresponding to asset
Developmen
the interest(including but not limited to bank performance bond and assets cover ) and submit the restructuring
t Company
application documents for the cancellation of the mortgage of the original mortgage of Shenzhong
Development Company to Zhongshan Real Estate Mortgage Registration Authority five working days
after that. Shenzhong Development Company makes the following commitment: From the date of the
issue of this letter, the “seven places ten rooms” mortgage guarantee our company provided( The details
can be seen in (six) the main assets, liabilities and external guarantees" of the "1 major assets," in the
second part “Shenzhong Development Company” of the fourth chapter" the basic situation of
"transactions" in "The report of the sale of major assets of Shenzhen Nanshan Power Limited(Revised
version)") has extended to the obligations that Oufuyuan Technology should fulfill but have not fulfilled
according to transaction documents (Including the obligations agreed upon in Article 4,5 and the
second part of Article 6 in paragraph 2 of the" Equity Transfer Agreement "), and the term of the
mortgage continues until the date of the cancellation of the mortgage.
20
深圳南山热电股份有限公司 2017 年第一季度报告全文
Commitments
make in initial
public offering or
re-financing
Equity incentive
commitment
Other
commitments for
medium and small
shareholders
Perform the
commitment Yes
promptly or not
21
深圳南山热电股份有限公司 2017 年第一季度报告全文
IV. Predict of the business performance from January to June 2017
Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be
loss or have great changes comparing with the same period of last year
□Applicable √Not applicable
V. Securities Investment
□ Applicable √ Not applicable
No security investment in Period.
VI. Derivative investment
□ Applicable √ Not applicable
No derivative investment in the Period.
VII. Registration form for receiving research, communication and interview in the report period
□ Applicable √ Not applicable
No registration form for receiving research, communication or interview in the Period.
VIII. External security against the rules
□ Applicable √ Not applicable
The Company has no external security against the rules in the Period.
IX. Controlling shareholders' and its related party's non-business capital occupying of the
listed company
□ Applicable √ Not applicable
There are no controlling shareholders' and its related party's non-business capital occupying of the listed company.
22
深圳南山热电股份有限公司 2017 年第一季度报告全文
Section IV. Financial Statement
I. Financial statement
1. Consolidate balance sheet
Prepared by Shenzhen Nanshan Power Co., Ltd
2017-04-21
In RMB
Items Closing Balance Opening Balance
Current assets:
Monetary funds 419,739,030.46 1,415,550,406.02
Settlement provisions
Capital lent
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial assets
Notes receivable 1,000,000.00 600,000.00
Accounts receivable 201,940,969.35 166,808,672.42
Accounts paid in advance 72,588,731.56 43,663,090.22
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance
receivable
Interest receivable
Dividend receivable
Other receivables 399,858,952.41 395,804,901.21
Purchase restituted finance asset
Inventories 81,348,142.00 80,684,079.57
Divided into assets held for sale
Non-current asset due within one
year
Other current assets 526,709,945.77 548,542,780.69
Total current assets 1,703,185,771.55 2,651,653,930.13
Non-current assets:
23
深圳南山热电股份有限公司 2017 年第一季度报告全文
Loans and payments on behalf
Finance asset available for sales 59,315,000.00 59,315,000.00
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 19,807,335.23 20,305,064.18
Investment property 2,949,543.51 2,998,577.91
Fixed assets 1,517,064,137.74 1,544,562,696.68
Construction in progress 30,687,621.84 8,008,476.13
Engineering material
Disposal of fixed asset 159,602.00
Productive biological asset
Oil and gas asset
Intangible assets 50,428,432.13 51,081,104.21
Expense on Research and
Development
Goodwill
Long-term expenses to be
apportioned
Deferred income tax asset 2,896,583.01 2,896,583.01
Other non-current asset 22,882,181.78 22,882,181.78
Total non-current asset 1,706,190,437.24 1,712,049,683.90
Total assets 3,409,376,208.79 4,363,703,614.03
Current liabilities:
Short-term loans 269,660,000.00 796,840,000.00
Loan from central bank
Absorbing deposit and interbank
deposit
Capital borrowed
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable 233,275,804.17 292,275,804.17
Accounts payable 48,035,525.48 6,329,078.85
Accounts received in advance
Selling financial asset of
repurchase
Commission charge and
24
深圳南山热电股份有限公司 2017 年第一季度报告全文
commission payable
Wage payable 49,673,846.65 45,823,790.61
Taxes payable 68,320,749.90 234,534,017.11
Interest payable 3,248,488.22 4,580,481.81
Dividend payable
Other accounts payable 77,433,707.85 79,532,095.96
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Divided into liability held for sale
Non-current liabilities due within 1
541,000,000.00 463,000,000.00
year
Other current liabilities
Total current liabilities 1,290,648,122.27 1,922,915,268.51
Non-current liabilities:
Long-term loans 56,180,000.00 343,900,000.00
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable
Long-term wages payable
Special accounts payable
Projected liabilities 27,100,000.00 27,100,000.00
Deferred income 45,108,527.70 45,818,868.15
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 128,388,527.70 416,818,868.15
Total liabilities 1,419,036,649.97 2,339,734,136.66
Owner’s equity:
Share capital 602,762,596.00 602,762,596.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
25
深圳南山热电股份有限公司 2017 年第一季度报告全文
Capital public reserve 362,770,922.10 362,770,922.10
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 332,908,397.60 332,908,397.60
Provision of general risk
Retained profit 616,883,126.15 644,271,987.22
Total owner’s equity attributable to
1,915,325,041.85 1,942,713,902.92
parent company
Minority interests 75,014,516.97 81,255,574.45
Total owner’s equity 1,990,339,558.82 2,023,969,477.37
Total liabilities and owner’s equity 3,409,376,208.79 4,363,703,614.03
Legal Representative: President Yang Haixian
Person in charge of accounting works: Director GM Wu Dongxiang, CFO Huang Jian
Person in charge of accounting institute: Financial Manager Leng Jiwei (act for the financial management dept.)
2. Balance Sheet of Parent Company
In RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 197,701,188.99 1,119,323,850.36
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable 107,128,887.03 54,934,957.47
Account paid in advance 47,605,818.65 14,823,585.50
Interest receivable
Dividends receivable
Other receivables 1,106,856,820.06 1,094,134,273.27
Inventories 72,156,234.68 72,731,417.64
Divided into assets held for sale
Non-current assets maturing within
one year
Other current assets 437,493,802.00 447,404,211.11
Total current assets 1,968,942,751.41 2,803,352,295.35
26
深圳南山热电股份有限公司 2017 年第一季度报告全文
Non-current assets:
Available-for-sale financial assets 59,315,000.00 59,315,000.00
Held-to-maturity investments
Long-term receivables
Long-term equity investments 691,982,849.76 691,982,849.76
Investment property
Fixed assets 226,673,879.82 229,535,920.87
Construction in progress 855,519.23 709,640.09
Project materials
Disposal of fixed assets 159,602.00
Productive biological assets
Oil and natural gas assets
Intangible assets 3,724,027.98 4,056,650.19
Research and development costs
Goodwill
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total non-current assets 982,710,878.79 985,600,060.91
Total assets 2,951,653,630.20 3,788,952,356.26
Current liabilities:
Short-term borrowings 460,000,000.00
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes payable 109,066,042.58 168,066,042.58
Accounts payable 216,392.16 427,800.87
Accounts received in advance
Wage payable 30,889,605.11 27,224,865.99
Taxes payable 63,248,658.78 222,340,992.27
Interest payable 362,303.33 1,546,004.16
Dividend payable
Other accounts payable 248,781,946.57 170,040,022.78
27
深圳南山热电股份有限公司 2017 年第一季度报告全文
Divided into liability held for sale
Non-current liabilities due within 1
207,000,000.00 123,000,000.00
year
Other current liabilities
Total current liabilities 659,564,948.53 1,172,645,728.65
Non-current liabilities:
Long-term loans 1,000,000.00 305,500,000.00
Bonds payable
Including: preferred stock
Perpetual capital
securities
Long-term account payable
Long-term wages payable
Special accounts payable
Projected liabilities
Deferred income 25,653,053.94 26,051,964.27
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 26,653,053.94 331,551,964.27
Total liabilities 686,218,002.47 1,504,197,692.92
Owners’ equity:
Share capita 602,762,596.00 602,762,596.00
Other equity instrument
Including: preferred stock
Perpetual capital
securities
Capital public reserve 289,963,039.70 289,963,039.70
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus reserve 332,908,397.60 332,908,397.60
Retained profit 1,039,801,594.43 1,059,120,630.04
Total owner’s equity 2,265,435,627.73 2,284,754,663.34
Total liabilities and owner’s equity 2,951,653,630.20 3,788,952,356.26
28
深圳南山热电股份有限公司 2017 年第一季度报告全文
3. Consolidated Profit Statement
In RMB
Item Current Period Last Period
I. Total operating income 318,755,094.24 244,369,581.94
Including: Operating income 318,755,094.24 244,369,581.94
Interest income
Insurance gained
Commission charge and commission
income
II. Total operating cost 353,161,278.27 307,460,792.12
Including: Operating cost 309,853,787.59 235,656,874.76
Interest expense
Commission charge and commission
expense
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expense
Operating tax and extras 1,624,279.24 2,294,763.29
Sales expenses 815,174.84 903,530.46
Administration expenses 22,795,473.90 21,320,442.94
Financial expenses 18,072,562.70 47,285,180.67
Losses of devaluation of asset
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is listed
-497,728.95 -547,925.93
with “-”)
Including: Investment income on
affiliated company and joint venture
Exchange income (Loss is listed
with “-”)
III. Operating profit (Loss is listed with
-34,903,912.98 -63,639,136.11
“-”)
29
深圳南山热电股份有限公司 2017 年第一季度报告全文
Add: Non-operating income 1,585,394.76 2,093,790.05
Including: Disposal gains of
non-current asset
Less: Non-operating expense 11,127.35 28,711.19
Including: Disposal loss of
1,127.35 7,531.70
non-current asset
IV. Total Profit (Loss is listed with “-”) -33,329,645.57 -61,574,057.25
Less: Income tax expense 300,272.98 633,056.68
V. Net profit (Net loss is listed with “-”) -33,629,918.55 -62,207,113.93
Net profit attributable to owner’s of
-27,388,861.07 -46,283,508.47
parent company
Minority shareholders’ gains and
-6,241,057.48 -15,923,605.46
losses
VI. Net after-tax of other comprehensive
income
Net after-tax of other comprehensive
income attributable to owners of parent
company
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset
2. Share of the other
comprehensive income of the investee
accounted for using equity method which
will not be reclassified subsequently to
profit and loss
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1. Share of the other
comprehensive income of the investee
accounted for using equity method which
will be reclassified subsequently to profit
or loss
2. Gains or losses arising
from changes in fair value of
available-for-sale financial assets
30
深圳南山热电股份有限公司 2017 年第一季度报告全文
3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale financial
assets
4. The effect hedging portion
of gains or losses arising from cash flow
hedging instruments
5. Translation differences
arising on translation of foreign currency
financial statements
6. Other
Net after-tax of other comprehensive
income attributable to minority
shareholders
VII. Total comprehensive income -33,629,918.55 -62,207,113.93
Total comprehensive income
-27,388,861.07 -46,283,508.47
attributable to owners of parent Company
Total comprehensive income
-6,241,057.48 -15,923,605.46
attributable to minority shareholders
VIII. Earnings per share:
(i) Basic earnings per share -0.05 -0.08
(ii) Diluted earnings per share -0.05 -0.08
Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and
realized 0 Yuan at last period for combined party
Legal Representative: President Yang Haixian
Person in charge of accounting works: Director GM Wu Dongxiang, CFO Huang Jian
Person in charge of accounting institute: Financial Manager Leng Jiwei (act for the financial management dept.)
4. Profit Statement of Parent Company
In RMB
Item Current Period Last Period
I. Operating income 129,531,789.50 46,513,779.10
Less: Operating cost 139,882,897.99 45,467,181.41
Operating tax and extras 318,215.05 1,738,950.92
Sales expenses
Administration expenses 12,669,948.85 2,885,320.94
Financial expenses -3,162,126.45 9,926,311.23
Losses of devaluation of asset
31
深圳南山热电股份有限公司 2017 年第一季度报告全文
Add: Changing income of fair
value(Loss is listed with “-”)
Investment income (Loss is
listed with “-”)
Including: Investment income
on affiliated company and joint venture
II. Operating profit (Loss is listed
-20,177,145.94 -13,503,985.40
with “-”)
Add: Non-operating income 858,110.33 653,790.33
Including: Disposal gains of
non-current asset
Less: Non-operating expense
Including: Disposal loss of
non-current asset
III. Total Profit (Loss is listed with
-19,319,035.61 -12,850,195.07
“-”)
Less: Income tax expense
IV. Net profit (Net loss is listed with
-19,319,035.61 -12,850,195.07
“-”)
V. Net after-tax of other comprehensive
income
(I) Other comprehensive income
items which will not be reclassified
subsequently to profit of loss
1. Changes as a result of
re-measurement of net defined benefit
plan liability or asset
2. Share of the other
comprehensive income of the investee
accounted for using equity method
which will not be reclassified
subsequently to profit and loss
(II) Other comprehensive income
items which will be reclassified
subsequently to profit or loss
1. Share of the other
comprehensive income of the investee
accounted for using equity method
which will be reclassified subsequently
to profit or loss
32
深圳南山热电股份有限公司 2017 年第一季度报告全文
2. Gains or losses arising
from changes in fair value of
available-for-sale financial assets
3. Gains or losses arising
from reclassification of held-to-maturity
investment as available-for-sale
financial assets
4. The effect hedging
portion of gains or losses arising from
cash flow hedging instruments
5. Translation differences
arising on translation of foreign
currency financial statements
6. Other
VI. Total comprehensive income -19,319,035.61 -12,850,195.07
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Cash Flow Statement
In RMB
Item Current Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 335,696,983.79 159,473,281.47
services
Net increase of customer deposit
and interbank deposit
Net increase of loan from central
bank
Net increase of capital borrowed
from other financial institution
Cash received from original
insurance contract fee
Net cash received from reinsurance
business
Net increase of insured savings and
33
深圳南山热电股份有限公司 2017 年第一季度报告全文
investment
Net increase of amount from
disposal financial assets that measured
by fair value and with variation
reckoned into current gains/losses
Cash received from interest,
commission charge and commission
Net increase of capital borrowed
Net increase of returned business
capital
Write-back of tax received 788,829.24 647,705.34
Other cash received concerning
8,927,278.01 12,291,336.49
operating activities
Subtotal of cash inflow arising from
345,413,091.04 172,412,323.30
operating activities
Cash paid for purchasing
commodities and receiving labor 345,329,535.67 170,022,861.32
service
Net increase of customer loans
and advances
Net increase of deposits in central
bank and interbank
Cash paid for original insurance
contract compensation
Cash paid for interest, commission
charge and commission
Cash paid for bonus of guarantee
slip
Cash paid to/for staff and workers 31,892,059.46 31,231,432.87
Taxes paid 172,293,260.97 12,739,371.58
Other cash paid concerning
9,052,073.49 11,957,748.02
operating activities
Subtotal of cash outflow arising from
558,566,929.59 225,951,413.79
operating activities
Net cash flows arising from operating
-213,153,838.55 -53,539,090.49
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
34
深圳南山热电股份有限公司 2017 年第一季度报告全文
investment
Cash received from investment
income
Net cash received from disposal of
fixed, intangible and other long-term
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
activities
Cash paid for purchasing fixed,
24,466,180.89 4,900,140.03
intangible and other long-term assets
Cash paid for investment
Net increase of mortgaged loans
Net cash received from
subsidiaries and other units obtained
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
24,466,180.89 4,900,140.03
activities
Net cash flows arising from investing
-24,466,180.89 -4,900,140.03
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Including: Cash received from
absorbing minority shareholders’
investment by subsidiaries
Cash received from loans 101,780,000.00 955,000,000.00
Cash received from issuing bonds
Other cash received concerning
5,300,000.00
financing activities
Subtotal of cash inflow from financing
101,780,000.00 960,300,000.00
activities
Cash paid for settling debts 838,680,000.00 836,000,000.00
35
深圳南山热电股份有限公司 2017 年第一季度报告全文
Cash paid for dividend and profit
21,262,275.18 48,199,874.56
distributing or interest paying
Including: Dividend and profit of
minority shareholder paid by
subsidiaries
Other cash paid concerning
financing activities
Subtotal of cash outflow from
859,942,275.18 884,199,874.56
financing activities
Net cash flows arising from financing
-758,162,275.18 76,100,125.44
activities
IV. Influence on cash and cash
equivalents due to fluctuation in -29,080.94 -21,941.75
exchange rate
V. Net increase of cash and cash
-995,811,375.56 17,638,953.17
equivalents
Add: Balance of cash and cash
1,389,482,327.86 1,016,326,480.06
equivalents at the period -begin
VI. Balance of cash and cash
393,670,952.30 1,033,965,433.23
equivalents at the period -end
6. Cash Flow Statement of Parent Company
In RMB
Item Current Period Last Period
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor 137,934,652.20 82,701,475.00
services
Write-back of tax received
Other cash received concerning
79,010,430.35 9,135,128.92
operating activities
Subtotal of cash inflow arising from
216,945,082.55 91,836,603.92
operating activities
Cash paid for purchasing
commodities and receiving labor 231,703,840.65 32,770,089.24
service
Cash paid to/for staff and workers 19,566,413.11 18,177,010.38
36
深圳南山热电股份有限公司 2017 年第一季度报告全文
Taxes paid 162,249,279.59 4,083,939.63
Other cash paid concerning
33,403,433.62 29,319,811.14
operating activities
Subtotal of cash outflow arising from
446,922,966.97 84,350,850.39
operating activities
Net cash flows arising from operating
-229,977,884.42 7,485,753.53
activities
II. Cash flows arising from investing
activities:
Cash received from recovering
investment
Cash received from investment
income
Net cash received from disposal of
fixed, intangible and other long-term
assets
Net cash received from disposal of
subsidiaries and other units
Other cash received concerning
investing activities
Subtotal of cash inflow from investing
activities
Cash paid for purchasing fixed,
35,792.00 181,380.00
intangible and other long-term assets
Cash paid for investment
Net cash received from
subsidiaries and other units
Other cash paid concerning
investing activities
Subtotal of cash outflow from investing
35,792.00 181,380.00
activities
Net cash flows arising from investing
-35,792.00 -181,380.00
activities
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans 820,000,000.00
37
深圳南山热电股份有限公司 2017 年第一季度报告全文
Cash received from issuing bonds
Other cash received concerning
5,300,000.00
financing activities
Subtotal of cash inflow from financing
825,300,000.00
activities
Cash paid for settling debts 680,500,000.00 770,000,000.00
Cash paid for dividend and profit
11,108,786.09 35,507,313.18
distributing or interest paying
Other cash paid concerning
financing activities
Subtotal of cash outflow from
691,608,786.09 805,507,313.18
financing activities
Net cash flows arising from financing
-691,608,786.09 19,792,686.82
activities
IV. Influence on cash and cash
equivalents due to fluctuation in -198.86 -146.16
exchange rate
V. Net increase of cash and cash
-921,622,661.37 27,096,914.19
equivalents
Add: Balance of cash and cash
1,119,323,850.36 675,408,711.65
equivalents at the period -begin
VI. Balance of cash and cash
197,701,188.99 702,505,625.84
equivalents at the period -end
II. Audit report
Whether the 1st quarterly report has been audited or not
□Yes √ No
1Q report of the Company is unaudited.
38
