意见反馈 手机随时随地看行情

公司公告

深南电B:2018年年度报告(英文版)2019-03-28  

						                      深圳南山热电股份有限公司 2018 年年度报告全文




      深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd.




       Annual Report 2018

         Notice No.: 2019-011




           March 2019




                  1
                                                                深圳南山热电股份有限公司 2018 年年度报告全文




              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.

Principal of the Company- Chairman Li Xinwei, person in charger of

accounting works- Director and GM Chen Yuhui, CFO Dai Xiji and person in

charge of accounting organ (chief accountants)- deputy GM Wang Yi(act for

financial works) hereby confirm that the Financial Report of the annual report

is authentic, accurate and complete.

Except the followed directors, other directors are attending the meeting for
annual report deliberation in person

                                    Title of the director not
Director not personally attended                                    Reasons for absent           Mandatory
                                      personally attended
Yu Chunling                        Director                     Job-related reason        Li Xinwei
Chen Zetong                        Independent Director         Job-related reason        Mo Jianmin

The Company has no plans of cash dividend distributed, no bonus shares and

has no share converted from capital reserve either.

Concerning the forward-looking statements with future planning involved in the

Semi-Report, they do not constitute a substantial commitment for investors.

                                                          2
                                             深圳南山热电股份有限公司 2018 年年度报告全文


Investors are advised to exercise caution of investment risks.

The report has been prepared in both Chinese and English, for any

discrepancies, the Chinese version shall prevail. Please read the full report

seriously.




                                         3
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文




                                                           Contents




Section I. Important Notice, Contents and Paraphrase ................................................................. 2

Section I Important Notice, Contents and Paraphrase .................................................................. 5

Section II Company Profile and Main Financial Indexes .............................................................. 6

Section III Summary of Company Business .................................................................................. 10

Section IV Discussion and Analysis of the Operation ................................................................... 13

Section V Important Events ............................................................................................................ 32

Section VI Changes in shares and particular about shareholders ............................................... 51

Section VII Preferred Stock ............................................................................................................ 58

Section VIII Particulars about Directors, Supervisors, Senior Executives and Employees ..... 59

Section IX Corporate Governance ................................................................................................. 70

Section X Corporate-bond............................................................................................................... 80

Section XI Financial Report ............................................................................................................ 81

Section XII Documents available for reference ........................................................................... 218




                                                                    4
                                                                     深圳南山热电股份有限公司 2018 年年度报告全文




                                                        Paraphrase


Items                                             Refers to   Contents

Company, the Company, Shen Nan Dian, The                      Shenzhen Nanshan Power Co., Ltd.
                                                  Refers to
listed company

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.

Shenzhen    Shen       Nan   Dian   Environment
                                                  Refers to   Shenzhen Shen Nan Dian Environment Protection Co., Ltd.
Protection Co., Ltd.

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 Nanlang Power Plant of Shen Nan Dian (Zhongshan)
Zhongshan Nanlang Power Plant                     Refers to
                                                              Electric Power Co., Ltd.

                                                              Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan)
Dongguan Gaobu Power Plant                        Refers to
                                                              Weimei Electric Power 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.

Kehuitong                                         Refers to   Shenzhen Kehuitong Investment Holding Co., Ltd.

Auditing institute, Ruihua CPA, Accounting
                                                  Refers to   Ruihua Certified Public Accounts (Engagement Partner)
Institute

Articles of Association                           Refers to   Article of Association of Shenzhen Nanshan Power Co., Ltd.

RMB, in 10 thousand Yuan, 100 Million Yuan                    Except the special description of the monetary unit, rest of the
                                                  Refers to   monetary unit is RMB Yuan, ten thousand Yuan, the 100 Million
                                                              Yuan

Reporting period                                  Refers to   The 1 January 2018 to 31 December 2018



                                                                5
                                                                     深圳南山热电股份有限公司 2018 年年度报告全文




               Section II. Company Profile and Main Financial Indexes

I. Company information

Short form of the stock        Shen Nan Dian A , Shen Nan Dian B        Stock code                         000037, 200037

Stock exchange for listing     Shenzhen Stock Exchange

Name of the Company (in
                               深圳南山热电股份有限公司
Chinese)

Short form of the Company
                               深南电
(in Chinese)

Foreign name of the Company
                               Shenzhen Nanshan Power Co., Ltd.
(if any)

Legal representative           President LI XINWEI

Registrations add.             No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province

Code for registrations add     518054

Offices add.                   16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province

Codes for office add.          518053

Company’s Internet Web Site http://www.nsrd.com.cn

E-mail                         public@nspower.com.cn; investor@nspower.com.cn


II. Person/Way to contact

                                           Secretary of the Board                          Rep. of security affairs

Name                                       Zhang Jie

                                           16/F-17/F,     Hantang    Building,      OCT,
Contact add.                               Nanshan District, Shenzhen, Guangdong
                                           Province

Tel.                                       0755-26003611

Fax.                                       0755-26003684

E-mail                                      investor@nspower.com.cn


III. Information disclosure and preparation place

Newspaper appointed for information disclosure          China Securities Journal; Securities Times; Hong Kong Commercial Daily

Website for annual report publish appointed by          http://www.cninfo.com.cn/

Preparation place for annual report                     Secretariat of the Board of Directors, 17/F, Hantang Building, OCT,


                                                                 6
                                                                              深圳南山热电股份有限公司 2018 年年度报告全文


                                                               Nanshan District, Shenzhen, Guangdong Province


IV. Registration changes of the Company

Unified social credit code                           91440300618815121H

Changes of main business since listing (if
                                                     N/A
applicable)

Previous        changes      for       controlling
                                                     N/A
shareholders (if applicable)


V. Other relevant information

CPA engaged by the Company

Name of CPA                                Ruihua Certified Public Accounts (Engagement Partner)

                                           5-11/F, West Tower, China Oversea Property Plaza, NO. 7 Building of No. 8 West Binhe Rd.,
Offices add. for CPA
                                           Dongcheng District, Beijing

Signing Accountants                        Zhang Liping, Huang Shaoqin
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable      √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period



  Financial consultant               Office address         Sponsor of the consultant              Continuous supervision period

                                                                                        Not less than ONE completed accounting year after
                                                                                        the Sale of Substantial Assets completed since the
                                CMS Building, No.                                       target assets (each 75% equity of Zhongshan
      China Merchants              111, Fuhua 1 Rd.,                                    Shenzhong Real Estate Investment Property Co.,
                                                              Zhan Chao, Wang Xinyu
         Securities                  Futian District,                                   Ltd. and Zhongshan Shenzhong Real Estate
                                       Shenzhen                                         Development Co., Ltd. held by the Company
                                                                                        transferred) completed its industrial & commercial
                                                                                        registration procedures

√ Applicable     □ Not applicable




VI. Main accounting data and financial indexes

Whether it has retroactive adjustment or re-statement on previous accounting data or not
□ Yes √ No

                                           2018                    2017                   Changes over last year 2016

Operating income (RMB)                     1,884,937,109.00        2,045,766,831.74       -7.86%                  1,574,088,977.85

Net      profit       attributable      to 19,253,766.12           15,904,182.47          21.06%                  1,306,694,835.46


                                                                          7
                                                                          深圳南山热电股份有限公司 2018 年年度报告全文


shareholders of the listed Company
(RMB)

Net       profit      attributable       to
shareholders of the listed Company
                                              -13,515,247.29     11,413,492.42       -218.41%               -128,991,534.34
after deducting non-recurring gains
and losses (RMB)

Net     cash       flow   arising    from
                                              236,563,160.38     196,799,855.73      20.20%                 926,321,325.40
operating activities (RMB)

Basic       earnings       per       share
                                              0.032              0.026               21.06%                 2.17
(RMB/Share)

Diluted        earnings     per      share
                                              0.032              0.026               21.06%                 2.17
(RMB/Share)

Weighted average ROE                          -0.69%             0.59%               -1.28%                 -10.00%

                                                                                     Changes over end of
                                              End of 2018        End of 2017                                End of 2016
                                                                                     last year

Total assets (RMB)                            3,307,148,289.92   2,883,804,392.70    14.68%                 4,363,703,614.03

Net       assets      attributable       to
shareholder of listed Company 1,977,871,851.51                   1,958,618,085.39    0.98%                  1,942,713,902.92
(RMB)


VII. Difference of the accounting data under accounting rules in and out of China

1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)

□ Applicable        √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.


2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)

□ Applicable        √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.


VIII. Quarterly main financial index

In RMB

                                              First quarter      Second quarter      Third quarter          Fourth quarter

Operating income                              403,525,942.67     676,234,272.13      540,079,674.10         265,097,220.10


                                                                     8
                                                                                  深圳南山热电股份有限公司 2018 年年度报告全文


Net      profit      attributable         to
                                               -10,927,762.57             40,939,857.79       7,163,302.91         -17,921,632.01
shareholders of the listed Company

Net      profit      attributable         to
shareholders of the listed Company
                                               -11,221,495.07             40,125,867.85       5,706,327.68         -48,125,947.75
after deducting non-recurring gains
and losses

Net     cash      flow     arising     from
                                               -69,260,605.97             121,851,240.25      182,384,779.63       1,587,746.47
operating activities

Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
index disclosed in the Company’s quarterly report and semi-annual report
□ Yes √ No


IX. Items and amounts of extraordinary profit (gains)/loss

√Applicable        □ Not applicable
In RMB

Item                                                      2018                 2017             2016               Note

Gains/losses        from      the       disposal     of
non-current asset (including the write-off -                                   -454,644.16      1,660,659,958.12   -
that accrued for impairment of assets)

Governmental         subsidy         calculated    into
current gains and losses(while closely
                                                                                                                   Government       grants
related with the normal business of the
                                                          5,124,971.79         4,331,837.03     -2,463,841.18      with assets concerned
Company, excluding the fixed-amount or
                                                                                                                   are amortized
fixed-proportion          governmental         subsidy
according to the unified national standard)

Switch    back       of    the      impairment      for
receivables which has impairment test -                                        1,504,310.97     -                  -
independently

                                                                                                                   The accounts which
Other non-operating income and expenditure                                                                         are no need to paid are
                                                          37,044,913.53        335,919.18       -965,906.07
except for the aforementioned items                                                                                transfer             to
                                                                                                                   non-operating income

Less: impact on income tax                                6,525,056.89         803,999.72       221,481,615.44     -

        Impact on         minority shareholders’
                                                          2,875,815.02         422,733.25       62,225.63          -
equity (post-tax)

Total                                                     32,769,013.41        4,490,690.05     1,435,686,369.80   --

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

                                                                              9
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文


□ Applicable    √ Not applicable
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, the Company has no such items in the reporting period for the aforesaid




                                                                   10
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文




                         Section III. Summary of Company Business

I. Main businesses of the Company in the reporting period

Does the Company need to comply with the disclosure requirement of the special industry
No

The company is specialized in power and thermal supply, as well as providing technical consulting and technical services for power
stations. The company has three wholly-owned or holding gas turbine plants, which equipped with seven sets of 9E gas steam
combined cycle power generating units, with total installed capacity up to 1260 MW (Nanshan Power Factory: 3×180 MW,
Zhongshan Nanlang Power Plant: 2×180 MW, Dongguan Gaobu Power Plant: 2×180 MW). These three gas turbine plants are all
located in the power load center of Pearl River Delta area, which are the main peaking power sources in their areas. During the
reporting period, due to the impact of reducing in the price of electricity on the grid and higher requirements for environmental
protection, the company faced greater pressure in its main business of electric power. In order to minimize the negative impact of the
external environment on the company’s operating performance, on the basis of paying close attention to safety production
management, the company increased its economic operation management, complied with the constantly accelerating trend of the
power market-oriented reform process in Guangdong Province, organized Zhongshan Nanlang Power Plant and Dongguan Gaobu
Power Plant to actively participate in the power market marketing competition and achieved good results. In 2018, the company’s
subordinate power plants completed the actual on-grid electricity quantity of 2.797 billion kWh and the electricity marketing quantity
of 1.473 billion kWh, totally completed electricity quantity (on-grid electricity quantity + electricity marketing quantity) of 4.27
billion kWh, with a year-on-year growth of 37.17%, there-into, Nanshan Power Factory completed 1.766 billion kWh of on-grid
electricity, with a year-on-year growth of 11.98%; Zhongshan Nanlang Power Plant completed 494 million kWh of on-grid electricity,
the full electricity quantity totaled 1.224 billion kWh, with a year-on-year growth of 38.46%; Dongguan Gaobu Power Plant
completed 537 million kWh of electricity on the grid, the full electricity quantity totaled 1.28 billion kWh, with a year-on-year
increase of 96.32%.


During the reporting period, the company not only strive to improve the operating efficiency of its main business of electric power,
but also made great efforts to the operation and expansion of related businesses. The subordinate Shen Nan Dian Engineering
Company continued to develop the technical consultation and technology service business for the construction of domestic and
international gas turbine power stations. Shen Nan Dian Environmental Protection Company engaged in the drying treatment of wet
sludge in sewage treatment plants by utilizing the waste heat generated by gas turbines, and the annual processing capacity of wet
sludge was 142,000 tons, which created a new record for its production, and realized the reduction and harmless treatment of sludge
and the comprehensive utilization of resources.




II. Major changes in main assets

1. Major changes in main assets


Major assets                              Note of major changes




                                                                  11
                                                                      深圳南山热电股份有限公司 2018 年年度报告全文


Equity assets                             N/A

Fixed assets                              N/A

Intangible assets                         N/A

                                          The expenditures from low-nitrogen combustion system upgrading and cogeneration
Construction in process
                                          technical improvement increased

Monetary fund                             Loans from the bank increased

Note receivable                           The note receivable for project settlement declined

Account receivable                        The electricity income receivable from Shenzhen Power Supply Bureau increased

Advance payment                           The account paid in advance for natural gas declined in this year


2. Main overseas assets

□ Applicable     √ Not applicable


III. Core Competitiveness Analysis

Does the Company need to comply with the disclosure requirements of the special industry
No
In recent years, due to the impact of the macroeconomic situation and the common problems of gas turbine industry, the company’s
main business has been facing increasing difficulties and challenges. However, the basic core competitiveness formed by the
operation and development for more than 20 years and the management innovations adopted by the company in the past year or so
have laid the necessary foundation for the company to survive and seek transformational development.


1. Mature governance structure. As a main board listed company with a history of more than two decades, the company has
established and continuously improved its modern enterprise management system, and has had a relatively mature and standardized
corporate governance structure and a relatively streamlined management organization structure. The “Three Meetings” operation was
normative and efficient, and the internal management was streamlined and orderly. The company gave full play to the leadership of
party organization and the supervision of clean governance, constantly strengthened the supervisory and auditing role of the board of
supervisors and the auditing department on the standardized operation and internal control of listed companies, and effectively
prevented and avoided risks while improving the efficiency of operations and decision-making.


2. Efficient operation mechanism. In response to the complicated and severe business situation in 2018, the company established and
improved the “1+5” strategic roadmap, and established four major operation and management centers including power selling center,
fuel center, financial center and information center to innovate the management model of production coordination and safety
supervision, effectively integrate the business resources, and greatly improve the decision-making efficiency and work performance.
The company’s unique and effective internal management and operation mechanism dug and gave full play to the company’s
intrinsic potential and creativity to the maximum extent, which not only helped the company overcome the huge operational pressure
in 2018 and achieve the annual target of operating profit, but also laid a good foundation for the company to meet the challenges and
opportunities in 2019 and in future.


3. Dedicated backbone team. With more than 20 years of hard work and the company’s influence in the gas turbine power generation
industry and the company’s pioneering and innovative spirit and enterprising spirit, the company has absorbed and trained a group of


                                                                 12
                                                                    深圳南山热电股份有限公司 2018 年年度报告全文

technical experts and professionals in the gas turbine industry, accumulated rich experience in the construction and operation
management of gas turbine power plants. On the basis of ensuring the safe and stable operation of the company’s power generation
equipment, we also exported technical consultation and training and other professional services. Shen Nan Dian Engineering
Company has provided professional services such as technical consulting, commissioning and maintenance for dozens of domestic
and international gas turbine power stations. The company's training center has successively undertaken the technician training
business for tens of power plants at home and abroad, and has become a renowned professional training base in the domestic gas
turbine industry, and has established a good reputation and professional brand image in the industry. The company also has a group
of management talents with innovative consciousness and fighting spirit, based on the principle of being highly responsible to the
company, they lead all employees to make unremitting efforts for the company’s continuous operation and transformation
development.




                                                               13
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文




                 Section IV. Discussion and Analysis of the Operation

I. Introduction

2018 was the opening year to fully implement the spirit of the 19th National Congress of the Communist Party of China, and it was
also a crucial year for the implementation of the 13th Five-Year Plan. Striving for improvement in stability was still the chief
keystone of China’s economic work in 2018.
In 2018, the economic operation of Guangdong Province continued the development trend of “stable overall and some indicators
slowed down”. According to the statistics and analysis of relevant authorities, the province’s total electricity consumption for the
whole year was 632.34 billion kWh, an increase of 6.1% on a year-on-year basis; the annual electricity purchase was 599.5 billion
kWh, an increase of 6.3% on a year-on-year basis; newly increased 23 units with a total capacity of 12,194,000 kilowatts. The whole
province’s electric power supply met the demand and the overall electricity supply was surplus. With the deepening of the reform of
electric power market in Guangdong Province, the power generation has gradually changed from planned power generation to
marketing-oriented production and operation mode, and the competition in the power marketing market have become more intense.
In addition, in the case of a year-on-year increase in the purchase price of natural gas, the price of electricity on the grid of three
power plants under the company was lowered again. According to the Notice on the Relevant Matters Concerning Reducing the
On-grid Price of Natural Gas Power Generation issued by the Guangdong Provincial Development and Reform Commission, since
July 1, 2018, the on-grid price of the three power plants under the company has been lowered from 0.715 yuan per kWh to 0.665
yuan per kWh (including tax), which further increased the company’s operating pressure.
During the reporting period, under the guidance of the “1+5” strategic roadmap, and on the basis that a series of pioneering and
innovative initiatives being implemented since August 2017 have achieved initial successes, the company’s new leadership team led
all employees to reform, work hard, and build dreams together, strive to find a way out in the predicament and explore opportunities
in the crisis with open mind and tenacious perseverance, took feasible and effective measures to do a good job in asset management
and internal management, made unremitting efforts to overcome the difficulties, and created conditions for the pursuit of
transformation and development. The main tasks carried out during the reporting period were as follows:
1. Paid close attention to safety and environmental protection management, always put safety at the top of enterprise management
and earnestly fulfill environmental responsibility, overcame the difficulties of old power generation equipment, achieved the goal of
safety “five nos” throughout the year by strengthening the safety production responsibility system, innovating the safety production
supervision mode, and implementing the whole process and all-round safety management, and the safety production indicators
achieved the best results in more than a decade, actively responded to the call of the municipal government, carried out the
“Shenzhen Blue” technical transformation project on schedule, strictly implemented the environmental protection requirements, and
the environmental index throughout the year reached the standard.
2. Established four operation management centers: power sales center, fuel center, financial center and information center, realized
the effective integration of various resources and the efficient operation of core business of the company. Among them, built a
mathematical model of power trading through the power sales center and elaborately and scientifically developed power trading
strategies, which significantly enhanced the competitiveness of the company’s power marketing, and the total electric quantity of
electricity marketing throughout the year amounted to 1.473 billion kWh. Made overall planning for the organization and
coordination of fuel procurement in the company’s system through the fuel center, strengthened the supply of natural gas to reduce
the cost of natural gas procurement. Built a “shared pool of funds” through the financial center to strengthen the overall management
of funds within the company’s system, and kept up with changes in the external situation, dynamically and scientifically made
financial analysis and calculation to provide decision-making basis for the company’s production and operation. Built a safe and
convenient basic information sharing platform through the information center to not only support the information security, but also


                                                                  14
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文

support and assist the operation of three business centers.
3. Developed the second gas source of Nanshan Thermal Power Plant. Overcoming the pressure of time and heavy tasks, the
company completed the construction of the technical transformation project of the natural gas terminal station of Shenzhen Gas for
Nanshan Thermal Power Plant in a short period of time, broadened the natural gas supply channel, and improved the stability and
reliability of the gas supply, which created favorable conditions for the company to reduce the natural gas procurement cost and resist
the market challenges, and effectively improved the operational efficiency of the company’s stock assets.
4. Implemented the “Shenzhen Blue” technical transformation project and related technical transformation. Through technological
transformation, the nitrogen oxide emission of the generator set was superior to the emission standards required by the government,
which has made positive contributions to the improvement of environmental quality in Shenzhen, and at the same time kept the
company’s power generation equipment in a healthy operation state, which provided necessary guarantees for reducing the non-stops
of the unit and for the power generation.
5. Innovated the production management mechanism. Through the establishment of the production scheduling mechanism and
environmental protection project joint on-site coordination mechanism of Nanshan Thermal Power Plant, made overall planning and
coordination for the power generation production, fuel supply and environmental sludge drying production of environmental
protection company of Nanshan Thermal Power Plant, improved the production decision-making efficiency, and achieved the optimal
sharing of production information and resources.
6. Further improved and continued to implement the “military order” assessment method. Closely focused on the company’s overall
strategy, aimed at maximizing the company’s operating efficiency, closely linked the personal income with team benefits and
company benefits together, and motivated all cadres and employees to work hard to complete and strive to outperform the annual
business tasks.
7. Comprehensively deepen the reform of human resources. Further optimize the human resources allocation by perfecting the human
resource management mechanism and management system so that the sense of duty of the managerial staff and the employees’
aggressiveness were significantly improved to establish the necessary talent base to achieve the company’s business development
goals.
8. Attached great importance to standard management of internal control. According to the overall operation and deployment of the
company, combined with the actual situation of the business operations, the company comprehensively teased out, reviewed and
revised and improved the various management system and main work processes, which laid a management foundation for the
company’s efficient decision-making and rapid action and created necessary conditions for the standard operation and prevention of
internal control risks.
In 2018, the general party branch of the company took the socialism with Chinese characteristics in the new era of Xi Jinping as the
guidelines, focused on the spirit of the 19th National Congress and the overall requirements of party building work in the new era,
actively promoted the deep integration of party building and company’s operation management, and strengthened the party’s
organizational construction, ideological and political construction, institutional improvement and work style construction, actively
implemented the requirements of comprehensively strengthening the party discipline and the relevant requirements of the party
building work of state-owned enterprises, incorporated the party building work into the company’s Articles of Association, and
completed the general election of the party general branch committee, and realized that the posts of the general branch secretary and
the president were held by one person, which fully demonstrated the core leading role of the party’s leadership in the company’s
operation and management.

In year of 2018, the Company has achieved a revenue in operation of 1885 million Yuan, the net profit attributable to parent
company amounted as 19.2538 million Yuan and basic EPS was 0.03 Yuan.




                                                                  15
                                                                          深圳南山热电股份有限公司 2018 年年度报告全文


II. Main business analysis

1. Introduction

Found more in I. Introduction in Discussion and Analysis of the Operation


2. Revenue and cost

(1) Constitute of operation revenue

                                                                                                                                   In RMB

                           2018                                       2017
                                                                                                                  Increase/decrease
                                                 Ratio in operation                          Ratio in operation
                           Amount                                     Amount                                      y-o-y
                                                 revenue                                     revenue

Total          operation
                           1,884,937,109.00      100%                 2,045,766,831.74       100%                 -7.86%
revenue

Industry classification

Energy industry            1,768,441,244.50      93.82%               1,957,332,612.00       95.67%               -9.65%

Engineering service 45,701,543.76                2.42%                38,416,883.29          1.88%                18.96%

Sludge drying              64,698,909.32         3.43%                44,384,947.49          2.17%                45.77%

Other business             6,095,411.42          0.32%                5,632,388.96           0.28%                8.22%

Product classification

Electricity sales          1,768,441,244.50      93.82%               1,957,332,612.00       95.67%               -9.65%

Engineering service 45,701,543.76                2.42%                38,416,883.29          1.88%                18.96%

Sludge drying              64,698,909.32         3.43%                44,384,947.49          2.17%                45.77%

Other business             6,095,411.42          0.32%                5,632,388.96           0.28%                8.22%

Region classification

Domestic                   1,884,937,109.00      100.00%              2,045,766,831.74       100.00%              -7.86%

overseas                   -                     -                    -                      -                    -


(2) About the industries, products, or regions accounting for over 10% of the Company’s operating income
or operating profit

√Applicable        □ Not applicable
Does the Company need to comply with the disclosure requirements of the special industry
No
                                                                                                                                   In RMB

                      Operating                                                  Increase/decrease Increase/decrease Increase/decrease
                                           Operating cost   Gross profit ratio
                      revenue                                                    of      operating of operating cost of    gross   profit


                                                                    16
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


                                                                           revenue y-o-y      y-o-y           ratio y-o-y

Industry classification

Energy industry       1,768,441,244.50 1,679,314,517.30 5.04%              -9.65%             -7.11%          -2.59%

Engineering
                      45,701,543.76      31,319,671.15   31.47%            18.96%             7.41%           7.37%
service

Sludge drying         64,698,909.32      40,161,542.67   37.93%            45.77%             8.42%           21.39%

Product classification

Electricity sales     1,768,441,244.50 1,679,314,517.30 5.04%              -9.65%             -7.11%          -2.59%

Engineering
                      45,701,543.76      31,319,671.15   31.47%            18.96%             7.41%           7.37%
service

Sludge drying         64,698,909.32      40,161,542.67   37.93%            45.77%             8.42%           21.39%

Region classification

Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable       √ Not applicable


(3) Income from physical sales larger than income from labors

√ Yes □ No

                                                                                                          Increase/decrease
Industries                Item                Unit                2018                2017
                                                                                                          y-o-y

                          Sales volume        100 million KWH     42.7                31.13               37.17%

Electric Power            Output              100 million KWH     27.97               31.13               -10.15%

                          Storage             100 million KWH     -                   -                   -

Reasons for y-o-y relevant data with over 30% changes
√Applicable        □ Not applicable
In 2018, the company set up a power sales center to elaborately and scientifically formulate the power trading
strategies and coordinate the subordinate Zhongshan Nanlang Power Plant and Dongguan Gaobu Power Plant to
actively participate in the power market transactions in Guangdong Province, and achieved practical results. The
company achieved a total of 1.473 billion kWh of electricity marketing power throughout the year, with the
addition of the actual on-grid electric quantity of 2.797 billion kWh in the year of 2018, the annual sales volume
reached 4.27 billion kWh, an increase of 37.17% on a year-on-year basis.



(4) Fulfillment of the Company’s signed significant sales contracts up to this reporting period

√Applicable        □ Not applicable
Does the Company need to comply with the disclosure requirements of the special industry
No

                                                                  17
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文

①In January 2013, the Company signed a five-year National Gas Sale Contract with Guangdong Trade Branch of CNOOC Gas and
Power Group, the contract comes to an end on 31 December 2017. and in August 2017, entered into a Supplementary Agreement of
the National Gas Sale Contract with Guangdong/Zhuhai Sales Branch of CNOOC Gas and Power Group to renew the validity period
of the above contract for one year, and the relevant contract has been completed.



②In December 2013, controlling subsidiary of the Company - Shen Nan Dian Dongguan Company, signed a five-year National Gas
Sale Contract with Guangdong Trade Branch of CNOOC Gas and Power LTD, relevant contract has been completed .
③ In May 2014, controlling subsidiary of the Company -Shen Nan Dian Dongguan Company, signed a five-year National Gas Sale
Contract with Zhuhai Trade Branch of CNOOC Gas and Power LTD, which is under implementation presently.


(5) Constitute of operation cost

Industry and products classification
                                                                                                                             In RMB

                                        2018                                  2017
                                                                                                                   Increase/decrease
Industries          Item                                 Ratio in operation                   Ratio in operation
                                        Amount                                Amount                               y-o-y
                                                         cost                                 cost

                    Power,       heat
Energy industry                         1,679,314,517.30 95.84%               1,807,939,570.93 96.44%              -7.11%
                    supply

Engineering
                    Engineering cost 31,319,671.15       1.79%                29,158,224.56   1.56%                7.41%
service

                    Sludge     drying
Other business                          41,519,138.75    2.37%                37,465,193.45   2.00%                10.82%
                    etc.

In RMB

                                        2018                                  2017
                                                                                                                   Increase/decrease
Products            Item                                 Ratio in operation                   Ratio in operation
                                        Amount                                Amount                               y-o-y
                                                         cost                                 cost

Electricity sales   Power supplying 1,679,314,517.30 95.84%                   1,807,939,570.93 96.44%              -7.11%

Engineering
                    Engineering cost 31,319,671.15       1.79%                29,158,224.56   1.56%                7.41%
service

Sludge drying       Sludge treatment 40,161,542.67       2.29%                37,041,469.83   1.98%                8.42%

Other business      Leasing             1,357,596.08     0.08%                423,723.62      0.02%                220.40%

Note


(6) Whether the changes in the scope of consolidation in Reporting Period

□ Yes √ No




                                                                  18
                                                                              深圳南山热电股份有限公司 2018 年年度报告全文


(7) Major changes or adjustment in business, product or service of the Company in Reporting Period

□ Applicable         √ Not applicable


(8) Major sales and main suppliers

Major sales client of the Company

Total top five clients in sales (RMB)                            1,860,551,385.99

Proportion in total annual sales volume for top five clients 98.71%



Information of top five clients of the Company

Serial      Name                                                Sales (RMB)                  Proportion in total annual sales

1           Shenzhen Power Supply Bureau Co., Ltd.              1,054,330,052.26             55.93%

2           Guangdong Power Grid Co., Ltd.                      715,314,991.83               37.95%

3           Shenzhen Municipal Water Affairs Bureau             36,667,177.79                1.95%

4           China Machinery Engineering Corporation             27,504,147.04                1.46%

5           Shenzhen Water Group                                26,735,017.07                1.42%

Total       --                                                  1,860,551,385.99             98.71%

Other situation of main clients
□ Applicable         √ Not applicable
Main suppliers of the Company

Total purchase amount from top five suppliers (RMB)              1,464,984,380.81

Proportion in total annual purchase amount for top five
                                                                 92.33%
suppliers



Information of top five suppliers of the Company

Serial           Name                                           Purchases (RMB)              Proportion in total annual purchases

                 Guangdong       Sales    branch   of   China
1                                                               753,647,948.21               47.50%
                 National Offshore Oil & Gas Corporation

2                Shenzhen Gas Corporation Ltd.                  388,150,548.44               24.46%

                 Zhuhai Sales branch of China National
3                                                               150,350,760.61               9.48%
                 Offshore Oil & Gas Corporation

4                Dongguan Jiufeng NG Storage Co., Ltd.          104,085,123.55               6.56%

5                Shenzhen Nan Guang Power Co., Ltd.             68,750,000.00                4.33%

Total            --                                             1,464,984,380.81             92.33%

Other notes of main suppliers of the Company
□ Applicable         √ Not applicable



                                                                       19
                                                                          深圳南山热电股份有限公司 2018 年年度报告全文


3. Expenses

In RMB

                                                                            Increase/decrease
                          2018                       2017                                       Note of major changes
                                                                            y-o-y

                                                                                                Cost of dry sludge treatment from Shen
                                                                                                Nan Dian Environment Protection
Sales expense             3,715,812.95               3,046,206.09           21.98%
                                                                                                Company (wholly-owned subsidiary)
                                                                                                increased

                                                                                                Reduced       the   expenses   by    cost
Management expense        93,529,697.87              99,021,102.92          -5.55%
                                                                                                controlling

                                                                                                Financial expense decreased from a
Financial expense         39,606,243.43              53,518,125.67          -25.99%
                                                                                                year earlier due to the declined in loans


4. R&D expenses

□ Applicable   √ Not applicable


5. Cash flow

In RMB

Item                                2018                             2017                              Y-o-y changes

Subtotal of cash in-flow from
                                    2,228,506,103.32                 2,842,226,576.52                  -21.59%
operation activity

Subtotal of cash out-flow from
                                    1,991,942,942.94                 2,645,426,720.79                  -24.70%
operation activity

Net cash flow from operation
                                    236,563,160.38                   196,799,855.73                    20.20%
activity

Subtotal of cash in-flow from
                                    284,400.00                                                         100.00%
investment activity

Subtotal of cash out-flow from
                                    152,775,247.81                   66,604,848.94                     129.38%
investment activity

Net cash flow from investment
                                    -152,490,847.81                  -66,604,848.94                    128.95%
activity

Subtotal of cash in-flow from
                                    1,551,000,000.00                 740,290,000.00                    109.51%
financing activity

Subtotal of cash out-flow from
                                    1,132,043,516.39                 1,847,970,120.16                  -38.74%
financing activity

Net cash flow from financing
                                    418,956,483.61                   -1,107,680,120.16                 -137.82%
activity


                                                                     20
                                                                            深圳南山热电股份有限公司 2018 年年度报告全文


Net increased amount of cash
                                       503,343,234.63                   -977,868,950.79                    -151.47%
and cash equivalent

Main reasons for y-o-y major changes in aspect of relevant data
√Applicable       □ Not applicable
1. Cash in-flow from operation activity has 21.59% declined over that of last year, mainly due to the declined of on-grid electricity in
the year, and electricity revenue decreased for tariff reduction;
2. The cash outflow from operation activities has 24.70% down from a year earlier, mainly because the NG was settled by Letter of
Guarantee instead of advance payment in this year, and the cash for NG purchasing declined due to the reduction of power
consumption;
 3. Net cash flow from operation activity has 20.20% up from a year earlier, mainly because the NG payment and enterprise income
tax paid in the year declined;
4. The cash inflow from investment activities has an increase of 100% for collecting the cash from fixed assets disposal;
5. Cash out-flow from investment activity increased 129.38% from a year earlier, mainly because the expenditures from low-nitrogen
combustion system upgrading and cogeneration technical improvement increased in this year;
6. The net cash flow from investment activities increased by 128.95% on a y-o-y basis, mainly because the expenditures from
low-nitrogen combustion system upgrading and cogeneration technical improvement increased in this year;
7. The cash inflow of financing activities increased by 109.51% from a year earlier, mainly because more loans occurred in this year;
8.The cash outflow of financing activities declined by 38.74% from a year earlier, mainly because the money pay back in the Year
declined;
9. Net cash flow from financing activity increased 1526.6366 million Yuan over that of last year, mainly because the net financing
amount increase from last year;
10. Net increased amount of cash and cash equivalent has 1481.2122 million Yuan increased on a y-o-y basis, mainly because the net
cash flow from operation and financing activities are increased in this year



Explanation on reasons for the significant differences between the net cash flow arising from operation activities in the Period and
net profit of last year
□ Applicable     √ Not applicable


III. Analysis of the non-main business

√Applicable       □ Not applicable
In RMB

                          Amount                    Ratio in total profit   Note                           Whether be sustainable (Y/N)

                                                                            Income      from   long-term
Investment income -2,205,628.45                     -7.75%                  equity investment measured Y
                                                                            by equity

Assets impairment         385,343.65                1.35%                   Provision for bad debts        N

Non-operating                                                               Account payable that no
                          39,264,446.03             138.02%                                                N
income                                                                      need to pay

Non-operating                                                               Loss from non-current assets
                          1,141,532.50              4.01%                                                  N
expenditure                                                                 disposal



                                                                       21
                                                                           深圳南山热电股份有限公司 2018 年年度报告全文


IV. Assets and liability

1. Major changes of assets composition



In RMB

                     End of2018                      End of2017
                                                                                         Ratio
                                      Ratio     in                        Ratio     in              Notes of major changes
                     Amount                          Amount                              changes
                                      total assets                        total assets

Monetary fund        925,829,404.44   27.99%         438,316,169.81       15.20%         12.79%     Bank borrowing increased

                                                                                                    The electricity income receivable from
Account
                     132,430,024.97   4.00%          113,349,775.76       3.93%          0.07%      Shenzhen     Power        Supply    Bureau
receivable
                                                                                                    increased

                                                                                                    The    equipment     of     low    nitrogen
Inventory            124,758,334.97   3.77%          77,834,903.89        2.70%          1.07%
                                                                                                    combustion system increased

Investment
                     2,606,302.71     0.08%          2,802,440.31         0.10%          -0.02%     -
property

Long-term equity
                     16,049,044.95    0.49%          18,254,673.40        0.63%          -0.14%     -
investment

Fix assets           1,405,649,989.24 42.50%         1,420,620,565.05 49.26%             -6.76%     Total assets increased in the period

                                                                                                    The expenditures from low-nitrogen
Construction    in                                                                                  combustion system upgrading and
                     82,348,008.39    2.49%          50,958,741.92        1.77%          0.72%
process                                                                                             cogeneration technical improvement
                                                                                                    increased

Short-term loans 1,000,000,000.00 30.24%             515,850,000.00       17.89%         12.35%     Bank borrowing increased

Long-term loans 25,940,000.00         0.78%          25,940,000.00        0.90%          -0.12%     -


2. Assets and liability measured by fair value

□ Applicable   √ Not applicable


3. Assets right restriction till end of reporting period

V. Investment

1. Overall situation

√Applicable    □ Not applicable

Amount invested (RMB)                         Last period’s amount (RMB)                        Changes

0.00                                          1,300,000.00                                       0.00%



                                                                     22
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


2. The major equity investment obtained in the reporting period

□ Applicable    √ Not applicable


3. The major non-equity investment doing in the reporting period

□ Applicable    √ Not applicable


4. Financial assets investment

(1) Securities investment

□ Applicable    √ Not applicable
The Company had no securities investment in the reporting period.


(2) Derivative investment

□ Applicable    √ Not applicable
The Company has no derivatives investment in the reporting period.


5. Application of raised proceeds

□ Applicable    √ Not applicable
The Company had no application of raised proceeds in the reporting period.


VI. Sales of major assets and equity

1. Sales of major assets

□ Applicable    √ Not applicable
The Company had no sales of major assets in the reporting period.


2. Sales of major equity

□ Applicable    √ Not applicable


VII. Analysis of main holding Company and stock-jointly companies

√Applicable      □ Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
In RMB

                                         Registe
Company                                                                              Operating   Operating
                Type      Main business r          Total assets     Net assets                                Net profit
name                                                                                 revenue     profit
                                         capital


                                                                  23
                                                                               深圳南山热电股份有限公司 2018 年年度报告全文


                             Technology
                             development
                             regarding       to
                             application of
                             remaining heat
                             (excluding
                             restricted
Shenzhen                     items)         and
                                                   RMB
New    Power Subsidiar power                                                               401,903,866.2
                                                   113.85 187,870,629.90 157,884,013.68                    -14,492,458.68 -9,055,748.95
Industrial         y         generation                                                    9
                                                   million
Co., Ltd.                    with
                             remaining
                             heat.        Add:
                             power
                             generation
                             through
                             burning
                             machines.

                             Sludge drying;
                             the design and
                             operations
                             management
                             of          sludge
                             treatment and
                             disposal
                             facilities     and
                             engineering;
                             the technology
Shenzhen                     development,
Shen         Nan             technology
                                                   RMB
Dian               Subsidiar transfer,
                                                   79        138,768,896.83 111,262,274.76 64,698,909.32 20,466,326.32 15,523,546.78
Environment y                technical
                                                   million
Protection                   advice,
Co., Ltd.                    technical
                             services        of
                             environmental
                             pollution
                             control        and
                             comprehensiv
                             e       utilization
                             domain;
                             (Except for the
                             projects
                             required to be


                                                                          24
                                                                              深圳南山热电股份有限公司 2018 年年度报告全文


                            approved
                            before
                            registration by
                            laws,
                            administrative
                            regulations, or
                            decisions and
                            stipulation of
                            the           State
                            Council,       the
                            restricted
                            items must be
                            approved
                            before
                            operating)
                      Engage in the
                      technical
                      advisory
                      service for the
                      construction
                      projects      of
                      gas-steam
                      combined
                      cycle power
                      plant (station),
                      and undertake
Shenzhen              the
Shennandian           maintenance
                      and overhaul RMB
Turbine     Subsidiar of           the
                                       10  43,198,937.89                   27,799,037.89   45,701,543.76 9,400,410.35    9,515,599.73
Engineering y         operation
                      equipment of million
Technology            gas-steam
Co., Ltd.             combined
                      cycle power
                      plant (station).
                      Import      and
                      export        of
                      goods       and
                      technologies
                      (excluding
                      distribution
                      and        state
                      monopoly
                      commodities)
                            Self-supportin
                            g     or   import
Shenzhen                    agent business
Server                      of     fuel    oil; RMB
                Subsidiar
Petrochemica                trade                 53.3      128,361,637.07 98,434,643.73   1,138,647.65   1,583,795.56   710,159.34
                y
l   Supplying               (excluding            million
Co., Ltd                    production
                            and        storage
                            and


                                                                         25
                           深圳南山热电股份有限公司 2018 年年度报告全文


transportation)
in         diesel,
lubricating oil,
liquefied
petroleum gas,
natural       gas,
compressed
gas           and
liquefied gas,
chemical
products
(excluding
dangerous
chemicals);
investment,
construction
and technical
supports        in
liquefied
petroleum gas,
natural        gas
and        related
facilities;
import        and
export
businesses and
domestic trade
of goods and
technologies
(excluding
franchise,
exclusive
control,      and
monopoly
products);
leasing
business.
Licensed
projects:     fuel
oil
warehousing
business
(except        for
refined       oil);


                      26
                                                                             深圳南山热电股份有限公司 2018 年年度报告全文


                               general freight
                               transport,
                               special
                               transportation
                               of          goods
                               (containers),
                               special
                               transportation
                               of          goods
                               (tank)
                      Gas     turbine
                      power
                      generation,
                      waste      heat
                      power
                      generation,
                      power supply
Shen     Nan          and     heating
                      (excluding
Dian                  heating pipe
                                       RMB
(Zhongshan) Subsidiar network),                                                           342,354,122.6
                      leasing      of 746.8 653,058,346.46 -94,994,875.49                                 -32,567,118.56 -32,577,118.56
Electric     y        wharf and oil                                                       8
                                       million
Power Co.,            depots
                      (excluding
Ltd.                  refined     oil,
                      dangerous
                      chemicals, or
                      flammable and
                      explosive
                      goods).


                               Construction
                               and operation
Shen        Nan                of natural gas
Dian                           power
(Dongguan)                     stations,           US
                   Subsidiar                                                              373,748,319.2
Weimei                         construction        $ 35.04 592,982,762.52 98,391,400.62                   -11,342,218.89 -2,135,324.42
                   y                                                                      7
Electric                       and operation million
Power       Co.,               of natural gas
Ltd                            cogeneration
                               power plants.



Shen        Nan                Agent for oils
                                                   US
Energy             Subsidiar trade           and                                                          -194,310,732.0 -194,310,732.0
                                                   $    0.9 150,029,402.25 147,387,763.53 0
(Singapore)        y           spare parts of                                                             6              6
                                                   million
Co., Ltd.                      gas turbine

CPI     Jiangxi Joint      The           RMB
                           development,
Nuclear            stock                 1167.27 3,735,857,714.3 1,200,206,072.6 19,021,431.18 5,129,688.84              5,149,688.84
                           construction,
Power              Company operation and million 4               7


                                                                        27
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


Company                   management
                          of      nuclear
                          power
                          projects; the
                          production
                          electricity and
                          related
                          products; the
                          operation of
                          foreign trade
                          (except for the
                          import      and
                          export
                          businesses of
                          goods      with
                          state trading
                          management);
                          (except      for
                          those projects
                          with special
                          permission)
Subsidiary disposes and acquired in the period
□ Applicable    √ Not applicable




VIII. Structured vehicle controlled by the Company

□ Applicable    √ Not applicable


IX. Future Development Prospects

(i)Brief analysis of macroeconomic situation and industry trends

2019 is the 70th anniversary of the founding of New China, and is a crucial year for the first century-long goal of building a well-off
society in an all-round way. Facing the complicated international environment and the arduous and burdensome domestic reform and
development and stability tasks, the Central Economic Work Conference proposed to adhere to the general tone of steady progress,
adhere to the new development concept, persist in promoting the high-quality development, and adhere to taking the supply-side
structural reform as the main line, persist in deepening the market-oriented reforms, and expand the high-level openness. Coordinate
the promotion of steady growth, promote the reform, adjust the structure, benefit the people’ livelihood, and prevent risks, and
maintain the economic operation in a reasonable range.
In 2019, the total electricity consumption in Guangdong Province is estimated to be 663.5 billion kWh, an increase of 5.0% over
2018, the demand for electricity purchases is 628 billion kWh, an increase of 5.0% over 2018; the maximum load of the whole
province is 118 million kilowatts, an increase of 8.3% over 2018. In 2019, the company plans to newly put into operation a total
power-generating installed capacity of 7.414 million kilowatts (nuclear electricity of 2.836 million kilowatts, and gas electricity of
4.578 million kilowatts), and the decommissioned installed capacity of 1.1 million kilowatts. According to the “West-to-East Power
Transmission Project” provincial-level intergovernmental framework agreement and the purchase of electricity from Xinjiang and
other plans, it is predicted that the total amount of purchased electricity in 2019 will be approximately 191.3 billion kWh, which is
basically the same as the same period of last year. With the acceleration of the power market reform, the market share of electricity in
Guangdong Province will reach 50% in 2019, and the company’s subsidiary Nanshan Thermal Power Plant will also participate in
the Guangdong power market transactions. In addition, the implementation of spot trading in the electricity market in Guangdong


                                                                  28
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文

Province is imminent, under the current condition that the natural gas price is high and the price of on-grid electricity has been
lowered by 0.05 yuan/kWh since July 1, 2018, the company’s existing main business is facing a more severe business situation. .
(II) Summary of the company’s annual business plan for 2019
In 2019, the company will continue to face the challenges of the macroeconomic situation and the external market environment under
the guidance of the “1+5” strategic roadmap, comply with the comprehensive planning of Dawan District and the development trend
of Qianhai area, and overcome the difficulties faced by the operation of the stock assets, explore opportunities in a dangerous
situation, seek transformation under the predicament, work together, follow the trend, work hard, and look forward to tomorrow.
In 2019, the company will focus on the following aspects:
1. Strengthen safety management and implement environmental responsibility. First, conscientiously implement the principle of
“safety first, prevention first, comprehensive management”, strictly carry out the entity responsibility of safety production and the
safety production responsibility system for all employees, and further improve the safety production supervision system and
guarantee system. Second, strengthen the “zero non-planned outages” high standard safety index management, implement the safety
production grid management, promote the safety production pre-management and process management and control, continue to
strengthen the peripheral management and dynamic assessment, and prevent all kinds of accidents. Third, build a full staff, all-round
and all-weather security patterns, strive to create an all-around security situation of production, operation, management, etc., ensure
the realization of the annual safety “five nos” and the capital chain security. Fourth, do a good job in environmental protection and
strictly control emission targets to ensure the goal of achieving a blue card in the environmental credit evaluation.
2. Optimize standard operation and improve governance level. First, further improve the corporate governance structure and modern
enterprise management system of listed companies, persist in managing enterprises according to law and standardize operations.
Second, do a good job in information disclosure in accordance with the laws and regulations, strengthen the inside information
management and conscientiously implement the insider registration system of inside information, and further improve the level of
investor relations management and protect the interests and the legitimate rights and interests of investors. Third, keep up with
changes in the policy situation, launch propaganda and training on relevant laws, regulations and policies in multiple channels, and
strengthen the risk awareness and legal awareness of management personnel at all levels and all employees, and further improve the
level of legal governance and standard operation. Fourth, it is necessary to adapt to the new development situation, optimize and
innovate the system, and create a more standardized, orderly, efficient, and streamlined working mechanism and management culture.
Fifth, further optimize the organizational structure, shorten the decision-making chain and improve the efficiency of operations by
establishing a flat organization and implementing intensive management.
3. Strengthen the party building work and play the core role. First, improve the construction of grassroots party organizations in
accordance with the Constitution of the Communist Party of China and the Regulations on the Work of the Communist Party of
China, and carry out the election at expiration of office terms. Second, continue to study and implement the spirit of the 19th
National Congress of the Communist Party of China, and adopt the socialism with Chinese characteristics in the new era of Xi
Jinping as the guidelines, grasp the implementation of the responsibility system for party building, and give play to the political core
role of the party organization. Third, adhere to the “Three Meetings One Class” system, and continue to promote the “Two Studies
and One Does” and “Study strengthens the country” to make learning and education normalization and institutionalization. Fourth,
enhance the core leadership of the party organization, give play to the role of the party organization as a fighting bastion, and achieve
the goal of promoting business by promoting party building.
4. Pay close attention to the main business and activate the stock assets. First, pay close attention to the production, operation and
management of the main business of power generation. Under the circumstances that the power marketization degree is deepening,
further enhance the company’s power marketing capabilities, and combine with the fuel price trend to seriously study and formulate
the company’s economic power generation strategy, and strive to maximize the benefits of the main business. Second, make full use
of the advantage that all power plants in the company’s system have achieved multiple gas sources, dynamically formulate the
natural gas procurement strategies based on the power plan and the trend of natural gas prices, and minimize the cost of fuel
procurement while meeting the needs of power-generating and gas-using. Third, strengthen the overall management of funds and the
budget management, adopt diversified approaches to expand financing channels, reduce financial costs, and control the risk of funds;

                                                                   29
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文

Fourth, further improve the company’s financial analysis and coordination management level, use scientific financial analysis to
provide basis for the company’s business decision-making, and improve the company’s economic operation level. Fifth, strengthen
the support of the environmental protection industry, strive to develop in diversified ways, and promote the social benefits of the
sludge drying industry while striving to achieve the sharing of economic benefits.
5. Seek opportunities for development and expand living space. First, tease out and analyze the status of stock assets, and explore
ways to optimize the establishment and management. Second, carefully study relevant industrial policies, regulatory policies and
industry dynamics, and achieve effective paths of industrial transformation and upgrading through the optimization and adjustment of
equity and asset structure, and the innovation of operation and management models. Third, comply with the new normal of economic
development, take advantage of the capital platform of listed companies, actively and cautiously seek new projects and development
opportunities, explore diversified development models and transformation directions, and seek sustainable management and healthy
growth of the company.
6. Improve incentive mechanism and improve work performance. The first is to further improve the remuneration and incentive
mechanism, and formulate incentive targets and rewards and punishments in a targeted manner so that the limited remuneration can
play a greater incentive role and provide motivation for the company’s operation and development. The second is to continue to
optimize and implement the “military order” assessment and incentive mechanism, strengthen the target responsibility system,
improve the performance management system, and promote the continuous improvement of the overall performance level. The third
is to continue to deepen the human resources reform, continue to optimize the allocation of human resources, and strengthen the
construction of contingent of cadres and the cultivation of reserve talents so as to make necessary talent reserves for the company’s
sustainable operation and development.
7. Focus on Qianhai planning and protect the company’s interests. First, it is necessary to track and study the Qianhai regional
planning and related policy dynamics, deeply analyze the impacts and opportunities that the implementation of Qianhai planning may
bring, maintain communication with relevant functional departments of Shenzhen and the Qianhai Authority, and study and formulate
coping strategies and work program. Second, carry out various tasks in accordance with the standardization requirements of listed
companies with the participation and cooperation of legal consultants, and fulfill the necessary decision-making approval procedures
and information disclosure obligations to maximize the protection of the interests of the company and all shareholders and the
legitimate interest of employees.
The business plan and related situation analysis described in this report do not constitute the company’s performance commitment to
investors. The company reminds investors to maintain sufficient risk awareness and understand the difference between business plan
and performance commitment and make prudent investment decision making.
(III) Possible main risks
1. Main business: Since July 1, 2018, the on-grid price of the three power plants under the company has been adjusted from 0.715
yuan/kWh to 0.665 yuan/kWh, and the company’s subsidiary Nanshan Thermal Power Plant is included in the marketization power
generation subject in 2019 and will participate in the power marketing work in Guangdong Province. Under the condition that the
natural gas price is still high, the main business of power generation is in a difficult situation, and the company faces enormous
operational pressure in 2019. The company will actively communicate with relevant provincial and municipal government
departments to respond the difficulties of enterprises and seek government support, and will strive to improve the profitability and
overall operating efficiency of the main business by strengthening the operating management of the stock assets. At the same time,
the company will actively explore diversified business models and transformational development opportunities to create better
conditions for the company’s sustainable operation and healthy development.
2. Safety production: The power generation equipment of the company’s subordinate power plants have various degrees of aging,
potential malfunction and safety risks increase year by year, which make higher requirements on the equipment management and
maintenance investment, in addition, the aging problem of the company’s employees becomes increasingly obvious, so the
company’s safety management faces big challenges. The company will strengthen the equipment inspection and maintenance work,
enhance the employees’ safety education and training, intensify the safety production responsibility system, and strictly implement
the safety management system and other measures while combining with the assessments, rewards and punishment so as to raise the

                                                                  30
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文

awareness of safety and responsibilities among staff at all levels and ensure the production safety.
3. Fuel procurement: The conflict between the price marketization of natural gas used for power generation in 9E gas turbine power
plants and the electricity selling price priced by the government cannot be resolved in the short term. Affected by many factors such
as the international situation and the gas source, the purchase price of natural gas has remained high, additionally, the two
consecutive reductions in the price of electricity have put a lot of pressure on the company’s production and operation; with the
upcoming spot trading in the electricity market in Guangdong Province, the uncertainty of the company’s power generation plan will
further increase, and there are conflicts with the planning required by the fuel purchase, which may lead to the case that the gas
volume in the contract cannot be fully delivered, or there may be cases that the contract gas volume cannot meet the supply. The
company will continue to take advantage of the scale procurement and the regulatory functions of multi-gas sources, and do its
utmost to reduce the cost of natural gas procurement while ensuring it meets the power production needs.
4. Land of Nanshan Power Plant: The Comprehensive Planning of China (Guangdong) Pilot Free Trade Zone Shenzhen Qianhai
Shekou Area and the Surrounding Area of Big and Small Nanshan issued by the Urban Planning and Land Resources Committee of
Shenzhen at the end of 2018 and the Guangdong, Hong Kong and Macao Dawan District Development Plan issued by the State
Council of the People’s Republic of China in February 2019 respectively include the contents of “accelerating the relocation of
Yueliangwan Power Plant and Nanshan Thermal Power Plant” and “accelerating the development and construction of Shenzhen
Qianhai, Guangzhou Nansha, Zhuhai Hengqin and other major platforms”. The company will closely maintain communication with
the relevant functional departments of Shenzhen and Qianhai Authority, actively follow up the progress of the implementation of
relevant government plans, and work closely with legal counsel to study the related situation of the land of Nanshan Thermal Power
Plant, study and formulate coping strategies and work plans, and do their best to safeguard the legitimate rights and interests of listed
companies and all shareholders.




The company reminds investors to pay attention to the above-mentioned major risks and other risks that the company may face and
make prudent and rational investment decisions.


X. Reception of research, communication and interview

1. In the report period, reception of research, communication and interview

√Applicable     □ Not applicable



Time                           Way                            Type                           Basic situation index of investigation

                                                                                             Continuous operation of the Company,
                                                                                             relevant lands issues of Nanshan Power
28 March 2018                  Field research                 Individual (10)
                                                                                             Factory and future development ideas
                                                                                             etc. no material required

                                                                                             Continuous operation of the Company,
                                                                                             relevant lands issues of Nanshan Power
26 December 2018               Field research                 Individual (9)
                                                                                             Factory and future development ideas
                                                                                             etc. no material required

                                                                                             Continuous operation of the Company,
Jan.-Dec. 2018                 Reply on interaction easily    Individual (30)              relevant lands issues of Nanshan Power
                                                                                             Factory and future development ideas


                                                                   31
                                                                     深圳南山热电股份有限公司 2018 年年度报告全文


                                                                                       etc. Written reply

                                                                                       Continuous operation of the Company,
                                                           Individual   ( Dozens   of relevant lands issues of Nanshan Power
Jan.-Dec. 2018              Telephoning
                                                           times)                     Factory and future development ideas
                                                                                       etc. no material required

Reception (times)                                  32( telephone and written communication excluded)

Number of hospitality                              0

Number of individual reception                     49

Number of other reception                          0

Disclosed, released or let out major undisclosed
                                                   N
information




                                                               32
                                                                               深圳南山热电股份有限公司 2018 年年度报告全文




                                           Section V. Important Events

I. Profit distribution plan of common stock and capitalizing of common reserves plan

Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
□ Applicable    √ Not applicable
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years
(including the reporting period)
1. In 2016, audited by Ruihua Certified Public Accounts (Engagement Partner) , the net profit attributable to shareholders of listed
Company for year of 2016 amounting as RMB 1,306,694,835.46. The Company has no plans of surplus accumulation fund accrual,
no profit distribution plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 10th
session of the 7th BOD (No.: 2017-007) published on China Securities Journal, Securities Times, Hong Kong Commercial Daily and
Juchao information website dated 28 March 2017.)
2. In 2017, audited by Ruihua Certified Public Accounts (Engagement Partner) , the net profit attributable to shareholders of listed
Company for year of 2017 amounting as RMB 15,904,182.47. The Company has no plans of surplus accumulation fund accrual, no
profit distribution plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 2nd session of
8th BOD (No.: 2018-003) published on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao
information website dated 22 March 2018.)
3. In 2018, audited by Ruihua Certified Public Accounts (Engagement Partner) , the net profit attributable to shareholders of listed
Company for year of 2018 amounting as RMB 19,253,766.12. The Company has no plans of surplus accumulation fund accrual, no
profit distribution plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 4th session of
8th BOD (No.: 2019-008) published on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao
information website dated 28 March 2019.)


Cash dividend of common stock in latest three years (including the reporting period)
                                                                                                                               In RMB

                                                                                                                             Ratio of the
                                                                                            Ratio of the
                                                        Ratio of the                                                          total cash
                                                                                           cash bonus by
                                       Net profit      cash bonus in                                                         bonus (other
                                                                                           other ways in
                                     attributable to     net profit                                                         ways included)
                                                                          Proportion for     net profit
                                    common stock       attributable to                                         Total cash    in net profit
                  Amount for                                              cash bonus by    attributable to
Year for bonus                     shareholders of common stock                                                     bonus   attributable to
                  cash bonus                                              other ways(i.e. common stock
     shares                         listed company shareholders of                                             (including   common stock
                 (tax included)                                                 share      shareholders of
                                   in consolidation listed company                                            other ways)   shareholders of
                                                                              buy-backs)   listed company
                                     statement for      contained in                                                        listed company
                                                                                            contained in
                                      bonus year       consolidation                                                         contained in
                                                                                           consolidation
                                                         statement                                                          consolidation
                                                                                             statement
                                                                                                                              statement

2018             0.00              19,253,766.12       0.00%             0.00              0.00%             0.00           0.00%



                                                                         33
                                                                          深圳南山热电股份有限公司 2018 年年度报告全文


2017             0.00           15,904,182.47      0.00%               0.00           0.00%            0.00             0.00%

2016             0.00           1,306,694,835.46 0.00%                 0.00           0.00%            0.00             0.00%

The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent Company is
positive but no plan of cash dividend proposed of common stock
√Applicable     □ Not applicable

   The reason that why the revenues and profits distributed for
   common stock holder from the parent company are positive
                                                                               The usage and using plan of undistributed profit
 during reporting period, but the cash bonus distribution plan of
                  common stock is not proposed

According to the Article 197 of the Article of Association
concerning the profit distribution policy:
(I)The company shall carry out sustainable and stable profit
distribution policy, comprehensively taking reasonable return on
investment of the investors and the long-term development of the
company into consideration. The profit distribution of the
Company shall not exceed the cumulative profits available for
distribution, shall not damage the on-going business capability,
and shall adhere to principle of distribution in doctrine of legal
sequence and shall not be distributed if deficit not yet made up.
(II) . …
(III) The condition of cash bonus
1. The annual and semi-annual distributive profits are positive
and the cash flow is abundant, and the cash bonus shall not affect
the on-going business and operation of the Company.
                                                                       We still have huge pressure in operation thought the Company
2. …                                                                  achieved earnings in 2018. Therefore, the retained profit
In line with the Rules of the Company, combined with analysis to 679,429,935.81 Yuan will supplying the current funds and using
the operation situation of company itself, the Company was for routine operation in order to achieved the business target
absence of the conditions for profit distribution for the year of
2018, the reasons as below:
In 2018, the company continued to follow the “1+5” strategic
roadmap and implemented a series of operation and management
innovation initiatives. We controlled the cost of power generation
fuel in the company’s system to the limit by developing fuel
supply channels, maximized the marketing revenue of power
market by strengthening the economic operation management of
the main business of electric power and by formulating the
power marketing strategies; realized the year-on-year growth of
non-electrical business by taking serious measures to the
operating management of non-electrical business, thus achieved
a net profit of RMB 19,253,800 belonging to the shareholders of
listed companies. However, due to the adverse factors such as the
reduction of on-grid electricity, lowering of electricity prices and


                                                                    34
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文


rising fuel prices, the company’s main business income
decreased on a year-on-year basis, and the company still faces
difficulties in continuing operations. In 2019, with the
acceleration of power market-oriented reform, Nanshan Thermal
Power Plant will participate in the power market transaction in
Guangdong Province, in addition, the spot trading of the power
market in Guangdong Province will be implemented soon, under
the current unfavorable conditions of high natural gas prices and
reduction of on-grid electricity prices, the company will face
even more severe business situation. In 2019, the company will
continue to take the overall goal of “turning losses and getting rid
of poverty, transforming development, and deepening reforms”
as the guidelines, do a good job in the management of stock
assets, actively seek effective ways to achieve healthy and
sustainable development, and continue to work hard to
thoroughly get rid of business difficulties.
The Company is still faced with great operation pressure, so the
company is unable to meet the requirements on the profit
distribution condition made in the Article of Association.
Therefore, the Company shall not distribute profits for the year
of 2018.


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

□ Applicable    √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year




                                                                    35
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文



III. Implementation of commitment

1. Commitments that the actual controller, shareholders, related parties, acquirer and the Company have
fulfilled during the reporting period and have not yet fulfilled by the end of reporting period

□Applicable        √Not applicable
There was no commitments that the actual controller, shareholders, related parties, acquirer and the Company have fulfilled during
the reporting period and have not yet fulfilled by the end of the reporting period


2. Concerning assets or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast

□ Applicable     √ Not applicable


IV. Non-operational fund occupation from controlling shareholders and its related party

□ Applicable     √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.


V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Modified Audit Report” issued by CPA

□ Applicable     √ Not applicable


VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year

√ Applicable     □ Not applicable
Change of accounting policies arising from adoption of new Business Accounting Standards and amendment on other laws and
regulations

The Notice of the Ministry of Finance on Revising and Printing the Format of Financial Statements for General Enterprises in 2018
(CK [2018] No.15)(hereinafter referred to as New Format of Financial Statement) was issued on 15 June 2018 by Ministry of
Finance.      The New Format of Financial Statement mainly consolidates and presents some items in the balance sheet.     The R&D
expenses“ originally under the list of “Administrative expenses”in Profit Statement will present independently, new item of “R&D
expenses” newly presenting the expenses occurred during the research and development in Company.
In accordance with the Accounting Standards for Business Enterprises No. 30 - Presentation of Financial Statements and other
relevant regulations, the Company adopted the retrospective adjustment method for this accounting policy change, and the
comparative financial statements of 2018 & 2017 have been re-stated. There is no impact on the 2017 annual consolidated financial
statements or on the profit and loss items related to the parent company’s financial statements.




                                                                   36
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


VII. Major accounting errors within reporting period that needs retrospective restatement

□ Applicable   √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.


VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope

□ Applicable   √ Not applicable
No changes in consolidation statement scope during the period


IX. Appointment and non-reappointment (dismissal) of CPA

Accounting firm appointed

Name of domestic accounting firm                                  Ruihua Certified Public Accounts (Engagement Partner)

Remuneration for domestic accounting firm (in 10 thousand
                                                                  90
Yuan)

Continuous life of auditing service for domestic accounting firm 6

Name of domestic CPA                                              Zhang Liping, Huang Shaoqin

Continuous life of auditing service for domestic CPA              3

Re-appointed accounting firms in this period
□ Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable     □ Not applicable
Ruihua Certified Public Accounts (Engagement Partner) was appointed as the internal control auditing authority of the Company for
year of 2018 with expenses of RMB 0.2 million for one year


X. Particular about suspended and delisting after annual report disclosed

□ Applicable   √ Not applicable


XI. Bankruptcy reorganization

□ Applicable   √ Not applicable
No bankruptcy reorganization for the Company in reporting period.




                                                                 37
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文



XII. Significant lawsuits and arbitration of the Company

□ Applicable    √ Not applicable
No significant lawsuits and arbitration occurred in the period


XIII. Penalty and rectification

□ Applicable    √ Not applicable
No penalty and rectification for the Company in reporting period.


XIV. Integrity of the Company and its controlling shareholders and actual controllers

□ Applicable    √ Not applicable


XV. Implementation of the Company’s stock incentive plan, employee stock ownership plan
or other employee incentives

□ Applicable    √ Not applicable
The Company has no equity incentive plan, employee stock ownership plans or other employee incentives.


XVI. Major related transaction

1. Related transaction with routine operation concerned

□ Applicable    √ Not applicable
The Company had no related transaction with routine operation concerned in the reporting period.


2. Related transactions by assets acquisition and sold

□ Applicable    √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period.


3. Main related transactions of mutual investment outside

□ Applicable    √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period.


4. Contact of related credit and debt

□ Applicable    √ Not applicable
Contact of related credit and debt without operational concerned
√Yes   □No
Claim receivable from related party


                                                                    38
                                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


                                                   Whether                          Current
                                                                Balance at                             Current                           Current
                                                     has                            newly                                                               Ending
                                                                period-begi                            recovery                          interest
     Related     Relationshi                   non-busines                          added                                                             balance (10
                                    Causes                           n (10                               (10        Interest rate          (10
      party             p                          s capital                           (10                                                             thousand
                                                                 thousand                              thousand                         thousand
                                               occupying                         thousand                                                               Yuan)
                                                                     Yuan)                              Yuan)                            Yuan)
                                                    or not                          Yuan)

Shen      Nan
Dian
                                  Routine
Environme
                 Subsidiary current            N                1,275.39        1,137.67           1,842.71         -               -                570.35
nt
                                  account
Protection
Company

Shen      Nan
                                  Routine
Dian
                 Subsidiary current            N                28,809.47       43,780             30,920.69        5.20%           1,921.7          43,590.48
Dongguan
                                  account
Company

Shen      Nan
                                  Routine
Dian
                 Subsidiary current            N                60,793.38       26,247.54          30,195.09        5.20%           3,275.13         60,120.96
Zhongshan
                                  account
Company

Shen      Nan
                                  Routine
Dian
                 Subsidiary current            N                134.96          221.95             134.96           -               -                221.95
Engineerin
                                  account
g Company

                                  Routine
Singapore
                 Subsidiary current            N                147.71          4.48               -                -               -                152.19
Company
                                  account

Influence on business
performance                 and
financial status of the Current assets 134.9502 million Yuan increased in the Period
Company from related
creditor’s rights



Debts payable to related party

                                                                                             Repayment
                                                        Balance at           Current                                                Current            Ending
                                                                                             amount        in
                                                       period-begin newly added                                                     interest         balance (10
 Related party Relationship             Causes                                               the       period Interest rate
                                                       (10 thousand (10 thousand                                               (10 thousand           thousand
                                                                                             (10 thousand
                                                             Yuan)           Yuan)                                                      Yuan)          Yuan)
                                                                                             Yuan)

New           Power                  Routine
                      Subsidiary                      6,380.34          72,948.34            74,248.46          -              -                    5,080.21
Company                              current


                                                                               39
                                                                              深圳南山热电股份有限公司 2018 年年度报告全文


                                    account

                                    Routine
Server
                 Subsidiary         current       7,000          -               277.86       3.92%     277.86      7,000
Company
                                    account

                                    Routine
Syndisome
                 Subsidiary         current       361.77         45.15           26.39        -         -           380.54
Company
                                    account

Influence       on       business
performance and financial
                                    Current liability -12.8136 million Yuan increased in the Period
status of the Company from
related debts


5. Other major related transactions

□ Applicable    √ Not applicable
No other major related transactions occurred in the period


XVII. Significant contract and implementations

1. Trusteeship, contract and leasing

(1) Trusteeship

√Applicable         □ Not applicable
Explanation on trust
In accordance with the “Assets (Generator Sets) Custody Operation Contract of Shenzhen New Power Industrial Co., Ltd.” signed
with the New Power Company, the Company entrusted with management for the generator assets owned by New Power Company
(wholly-owned subsidiary of the Company). During the reporting period, the Company received an assets custody services of 14.5206
million Yuan


(2) Contract

□ Applicable    √ Not applicable
No contract for the Company in reporting period


(3) Leasing

□ Applicable    √ Not applicable
No leasing for the Company in reporting period.


2. Major guarantees

√Applicable         □ Not applicable


                                                                         40
                                                                               深圳南山热电股份有限公司 2018 年年度报告全文


(1) Guarantees

                                                                                                                                    In 10 thousand Yuan

                     Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)

                                                                                                                                            Guarante
                            Related
                                                         Actual date of                                                                         e for
                           Announce                                             Actual
Name of the Company                       Guarantee happening (Date                           Guarantee             Guarantee   Implemen
                               ment                                            guarantee                                                     related
        guaranteed                                         of signing                            type                 term
                           disclosure         limit                              limit                                          ted (Y/N)
                                                           agreement)                                                                           party
                               date

                                                                                                                                                (Y/N)

                                                                           Total actual occurred
Total approving external guarantee
                                          0                                external guarantee in report 0
in report period (A1)
                                                                           period (A2)

                                                                           Total actual balance of
Total approved external guarantee
                                          0                                external guarantee at the            0
at the end of report period ( A3)
                                                                           end of report     period (A4)

                                                  Guarantee of the Company for the subsidiaries

                                                                                                                                            Guarante
                            Related
                                                         Actual date of                                                                         e for
                           Announce                                             Actual
Name of the Company                       Guarantee happening (Date                           Guarantee             Guarantee   Implemen
                               ment                                            guarantee                                                     related
        guaranteed                            limit        of signing                            type                 term
                           disclosure                                            limit                                          ted (Y/N)
                                                           agreement)                                                                           party
                               date

                                                                                                                                                (Y/N)

Shen       Nan       Dian 28      March                                                      General
                                          4,400         27 May 2017        2,594                                5-year          N           Y
Zhongshan Company 2017                                                                       assurance

Shen       Nan       Dian 22      March                                                      General
                                          5,000         9 July 2018        1,034                                One year        N           Y
Zhongshan Company 2018                                                                       assurance

Shen       Nan       Dian 22      March                                                      General
                                          20,000        29 Dec. 2018       10,000                               One year        N           Y
Zhongshan Company 2018                                                                       assurance

Shen       Nan       Dian 28      March                                                      General
                                          10,000        25 July 2017       0                                    2-year          N           Y
Dongguan Company           2017                                                              assurance

Shen       Nan       Dian 22      March                                                      General
                                          12,000        3 July 2018        0                                    One year        N           Y
Dongguan Company           2018                                                              assurance

Shen       Nan       Dian 22      March                                                      General
                                          4,000         24 Dec. 2018       4,000                                One year        N           Y
Dongguan Company           2018                                                              assurance
                                                                           Total    amount      of     actual
Total     amount      of    approving
                                          41,000                           occurred        guarantee      for 15,034
guarantee for subsidiaries in report
                                                                           subsidiaries in report period

                                                                          41
                                                                            深圳南山热电股份有限公司 2018 年年度报告全文


period (B1)                                                             (B2)

                                                                        Total    balance     of actual
Total     amount      of      approved
                                                                        guarantee for subsidiaries at
guarantee for subsidiaries at the 55,400                                                                     17,628
                                                                        the end of reporting period
end of reporting period (B3)
                                                                        (B4)

                                              Guarantee of the subsidiary for the subsidiaries

                                                                                                                                         Guarante
                             Related
                                                      Actual date of                                                                       e for
                            Announce                                         Actual
Name of the Company                      Guarantee happening (Date                         Guarantee             Guarantee   Implemen
                               ment                                         guarantee                                                     related
        guaranteed                          limit       of signing                            type                 term
                            disclosure                                        limit                                          ted (Y/N)
                                                        agreement)                                                                        party
                               date

                                                                                                                                          (Y/N)

                                                                        Total    amount      of     actual
Total     amount      of     approving
                                                                        occurred        guarantee      for
guarantee for subsidiaries in report 0                                                                       0
                                                                        subsidiaries in report period
period (C1)
                                                                        (C2)

                                                                        Total    balance     of     actual
Total     amount      of      approved
                                                                        guarantee for subsidiaries at
guarantee for subsidiaries at the 0                                                                          0
                                                                        the end of reporting period
end of reporting period (C3)
                                                                        (C4)

                           Total amount of guarantee of the Company (total of three above-mentioned guarantee)
Total amount of approving                                               Total amount of actual
guarantee in report period               41,000                         occurred guarantee in report 15,034
(A1+B1+C1)                                                              period (A2+B2+C2)

Total amount of approved                                                Total balance of actual
guarantee at the end of report           55,400                         guarantee at the end of              17,628
period (A3+B3+C3)                                                       report period (A4+B4+C4)

The proportion of the total amount of actually guarantee in the net
                                                                        8.91%
assets of the Company (that is A4+ B4+C4)

Including:
Amount of guarantee for shareholders, actual controller and its
                                                                        0
related parties (D)

The debts guarantee amount provided for the guaranteed parties
                                                                        17,628
whose assets-liability ratio exceed 70% directly or indirectly (E)

Proportion of total amount of guarantee in net assets of the
                                                                        0
Company exceed 50% (F)

Total amount of the aforesaid three guarantees (D+E+F)                  17,628

Explanations on possibly bearing joint and several liquidating N/A


                                                                       42
                                                                                    深圳南山热电股份有限公司 2018 年年度报告全文


responsibilities for undue guarantees (if applicable)


Explanations on external guarantee against regulated procedures
                                                                                  N/A
(if applicable)

Explanation on guarantee with composite way


 (2) Guarantee outside against the regulation

□ Applicable        √ Not applicable
No guarantee outside against the regulation in Period.


3. Entrust others to cash asset management

(1) Trust financing

□ Applicable        √ Not applicable
The company had no trust financing in the reporting period.


(2) Entrusted loans

□ Applicable        √ Not applicable
The company had no entrusted loans in the reporting period.


4. Other material contracts

√Applicable         □ Not applicable

                                                             The
                                                The book
                                                           assessed
 The                                            value of                Name of      The
                                                           value of                                                Wheth                   The
 name                            The date the assets                       the      base                                                          The     The
          The name of Cont                                 the assets                        Pricin Bargain            er    Incide perform
of the                                of        involved                evaluatio date                                                            date    index
               the        ract                             involved                               g   price(R connec nce              ance by
contrac                          signatur        in the                    n        evalua                                                         of      of
           contracted objec                                  in the                          princi MB’00             ted   relatio the end
 ting                            e of the contract(                     organizat    tion                                                        disclo disclos
           company          t                              contract(                          ples      00)        transac     n       of the
compa                            contract RMB’00                        ion(if      (if                                                          sure     ure
                                                           RMB’00                                                  tion               term
  ny                                             00)(if                   any)      any)
                                                             00)(if
                                                  any)
                                                             any)

          Guangdong              The                                                         Comp Compo                               Relevan Relea Notice
          Trade                  master                                                      osed     sed     of                       t         sed on No.:
The                      Natu                                                                                                Not
          Branch of              agreeme                                                     of       natural                          contra 15         2012-0
Compa                    ral                                            N/A                                        N         applic
          CNOOC                  nt                                                          natural gas                               ct has Dec.       54 and
ny                       Gas                                                                                                 able
          Gas and                signed                                                      gas      prices,                          been      2012 2017-0
          Power                  on        15                                                prices, the cost                          compl and         54. The



                                                                               43
                                                          深圳南山热电股份有限公司 2018 年年度报告全文


        Group,                  Jan.                           the     of                         eted   on 22 “Notice
        Guangdong/              2013                           cost of integrat                          Aug.    of
        Zhuhai                  and runs                       integra ed                                2017 Purchas
        Sales                   until 31                       ted     service                                   ing
        Branch of               Dec.                           servic s      and                                 Natural
        CNOOC                   2017.                          es and tax                                        Gas”
        Gas and                 The two                        tax                                               and
        Power                   parties                                                                          “Propos
        Group                   entered                                                                          al      of
                                into       a                                                                     Gas
                                supplem                                                                          Sales
                                ental                                                                            Contrac
                                agreeme                                                                          t
                                nt on 22                                                                         Renewa
                                Aug.                                                                             l”
                                2017,                                                                            release
                                and                                                                              d       on
                                renewin                                                                          China
                                g       the                                                                      Securiti
                                validity                                                                         es
                                of      the                                                                      Journal
                                master                                                                           ,
                                agreeme                                                                          Securiti
                                nt      for                                                                      es
                                one year                                                                         Times,
                                                                                                                 Hong
                                                                                                                 Kong
                                                                                                                 Comme
                                                                                                                 rcial
                                                                                                                 Daily
                                                                                                                 and
                                                                                                                 Juchao
                                                                                                                 Website



                                                               Comp Compo                                        Notice
        Guangdong                                              osed    sed    of                                 of
Shen                                                                                          Relevan
        Trade                                                  of      natural                                   Major
Nan                                                                                           t          Relea
        Branch      of                                         natural gas                                       Contrac
Dian                     Natu                                                          Not    contract sed
        CNOOC                   21 Dec.                        gas     prices,                                   t
Dongg                    ral                   N/A                                 N   applic has        on 30
        Gas       and           2013                           prices, the cost                                  (Notice
uan                      Gas                                                           able   been        Nov.
        Power                                                  the     of                                        No.:
Compa                                                                                         complet 2013
        Group                                                  cost of integrat                                  2013-0
ny                                                                                            ed
                                                               integra ed                                        44)
                                                               ted     service                                   release


                                                     44
                                                  深圳南山热电股份有限公司 2018 年年度报告全文


                                                       servic s        and                              d       on
                                                       es and tax                                       China
                                                       tax                                              Securiti
                                                                                                        es
                                                                                                        Journal
                                                                                                        ,
                                                                                                        Securiti
                                                                                                        es
                                                                                                        Times,
                                                                                                        Hong
                                                                                                        Kong
                                                                                                        Comme
                                                                                                        rcial
                                                                                                        Daily
                                                                                                        and
                                                                                                        Juchao
                                                                                                        Website

                                                                                                        Notice
                                                                                                        of
                                                                                                        Major
                                                                                                        Contrac
                                                                                                        t
                                                                                                        (Notice
                                                                                                        No.:
                                                       Comp                                             2014-0
                                                                 Compo
                                                       osed                                             30)
                                                                 sed    of
                                                       of                                               release
        Zhuhai                                                   natural
Shen                                                   natural                          The             d       on
        Trade                                                    gas
Nan                                                    gas                              relevant Relea China
        Branch    of                                             prices,
Dian                   Natu                            prices,                   Not    contract sed on Securiti
        CNOOC                 31 May                             the cost
Zhong                  ral             N/A             the                   N   applic is now 25       es
        Gas      and          2014                               of
shan                   Gas                             cost of                   able   in      April Journal
        Power                                                    integrat
Compa                                                  integra                          operatio 2014 ,
        Group                                                    ed
ny                                                     ted                              n               Securiti
                                                                 service
                                                       servic                                           es
                                                                 s     and
                                                       es and                                           Times,
                                                                 tax
                                                       tax                                              Hong
                                                                                                        Kong
                                                                                                        Comme
                                                                                                        rcial
                                                                                                        Daily
                                                                                                        and
                                                                                                        Juchao
                                                                                                        Website


                                             45
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


                                                                            The
                                                                            contra The
                                                                            ct is a contrac
                                                                            frame t is a
                                                                            work      framew
                                                                            agree ork
                                                                            ment, agreem
                                                                            price     ent,
                                                                            of the price of                                  Failure
The                                                                         NG        the NG                The              to meet
Compa                                                                       will      will                  relevant          specifi
        Shenzhen
ny,                   Natu                                                  decide decide            Not    contract          c
        Gas                  14 May
New                   ral                                 N/A               throug through N         applic is now            disclo
        Corporation          2018
Power                 Gas                                                   h         consult        able   in                sure
        Ltd.
Compa                                                                       consul ation                    operatio          requir
ny                                                                          tation by                       n                 ement
                                                                            by        supple                                  s
                                                                            supple mental
                                                                            mental agreem
                                                                            agree ent
                                                                            ment      betwee
                                                                            betwe n          the
                                                                            en the two
                                                                            two       parties
                                                                            parties


XVIII. Explanation on other significant events

1. Fulfill the social responsibility

In 2018, while striving to achieve the profitability, the company also attached great importance to the social responsibilities and
earnestly fulfilled its social responsibilities, and made unremitting efforts in the legal governance, standardized operation, safety
production, environmental protection, and employee care, and devoted to the healthy and harmonious development of enterprises and
employees, enterprises and society, and enterprises and environment.


1. Governance by law: in compliance with the relevant laws and regulations, governance norms of listed Company as well as the
Company’s Articles of Association, the Company established a sound modern enterprise management system and corporate
governance mechanism, strove to achieve the well-defined power and responsibility, the performing of its own functions, effective
checks and balances, and the coordinated operation among the general meeting of shareholders, board of supervisors, board of
supervision and manager office. At the same time, the company actively implemented the relevant requirements of the party building
work of state-owned enterprises, incorporated the party building work into the company’s Articles of Association, and gave full play
to the core leading role of party leadership in the company’s operation and management. we earnestly fulfill the obligation of
information disclosure, carried out IRM in accordance with the law and regulations, respected for the fair and lawful rights of
shareholders and the legal interests of stakeholders, and maintained the image of a listed Company


                                                                 46
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文

2. Standardized operation: The company improved and revised eight corporate governance systems and more than twenty basic
management systems and related business processes of the Articles of Association and Rule of Procedure of Shareholders’ Meeting
by combining the changes in relevant laws and regulations and its own operation, management and development needs. At the same
time, continued to strengthen the overall budget management, continued to optimize the risk management and internal control,
further strengthened internal audit and special auditing effort, timely took effective measures to solve the discovered problems, and
strive to improve the company’s decision-making efficiency and standardized management.


3. Security Management: we seriously in line with the Law on Safety in Production and relevant laws and regulations, and the rules
of “same responsibility of the Party & Government, double duties, concerted efforts and negligence of duty”;established and
perfected comprehensive safety management organization network and safety management system; Strengthened the all-round safety
management concept and safety awareness at all levels, and strengthened the “zero non-stop”, dynamic assessment and terminal
management through innovative safety production supervision mode, which strictly prevented all kinds of accidents, and realized the
“jumping” progress in safety production indicators and the company’s best safety management achievements in the past ten years.


4. Environment protection: the Company has stringently complied with the national and local environment laws and regulations and
consistently adhered to the policy of eco-friendly power generation and cyclic economic development. Our works relating to
environment protection were effectively implemented with satisfaction of all the emission standards. It completed the task set for
reduction of pollutant discharge, therefore, no environment pollution accident occurred. Besides, there was no effective complaint
regarding environment pollution and no administrative punishment in connection with the same. The Company was rated as the “blue
rate” and above rate at the annual environment credit rating for year of 2017. All the working targets for environment issues have
been achieved for the year. In 2018, the company actively implemented the “Shenzhen Blue” sustainable action plan formulated by
the Shenzhen Municipal Government, and completed the upgrading and transformation of the low-nitrogen combustion system of the
#10 gas turbine and #3 gas turbine of Nanshan Thermal Power Plant within the prescribed time limit. The nitrogen oxide emission
value after transformation was superior to the 15mg/m3 emission standard required by the government, which has made positive
contributions to the improvement of ambient air quality in Shenzhen. In addition, under the severe situation that the central
environmental protection inspection team implemented the strict “looking back” supervision and some non-standard sludge treatment
enterprises were exposed and discontinued successively, the company’s subordinate Shennandian Environmental Protection
Company maintained the normal production due to the strict implementation of environmental management, which greatly eased the
sludge disposal pressure in Shenzhen and fulfilled its social responsibilities to the utmost extent.
5. Care for employees:The company strictly abide by the Labor Law, Labor Contract Law and other relevant laws and regulations,
listened to the employees’ opinions on the employees’ labor contract, work attendance, vacation, welfare and other human resource
management system concerning the employees’ vital interests through the staff representative meeting so as to protect the legitimate
rights and interests of employees in accordance with the law; deepened the human resources reform, further optimized the allocation
of human resources, and provided platforms for more grassroots employees to grow professionally and exert value; improved the
overall quality and professional level of employees at all levels through diversified training; actively advocated the cultural concept
of “passionate work, happy life”, strive to create a harmonious and enterprising working atmosphere, and strengthened the corporate
cohesion and centripetal force by strengthening corporate culture propaganda; cared for employees’ physical and mental health,
organized useful cultural and sports activities, and carried out a series of heart-winning projects which improved the happiness and
satisfaction of employees, and actively built a harmonious labor-management relations.




2. Fulfill the precise social responsibility for poverty alleviation

Nil


                                                                    47
                                                                                   深圳南山热电股份有限公司 2018 年年度报告全文


3. Environmental protection

(1) The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection
department
Yes

                                                                                               Pollutant
                                                               Distribution
    Enterprise        Main                     Number of                          Emission     discharge                      Total
                                   Way of                           of the                                       Total                      Excessive
       or           pollutant                      discharge                   concentratio     standard                    approved
                                  discharge                     discharge                                      discharge                    emission
    subsidiary and features                         outlet                           n        implemente                    emissions
                                                                    outlet
                                                                                                     d

                                                                                              Implementa
                                                                                              tion       of
    Shenzhen                     Concentrate                   In plant area
                                                                                              “Shenzhen
    Nanshan                       emission                     of Nanshan
                    Oxynitride                 2                               <15   mg/m3    Blue”          260.4 ton    457.5 ton    0
 Power Co.,                      from boiler                   Power
                                                                                              emission
       Ltd.                        uptake                      Factory
                                                                                              standard<15
                                                                                              mg/m3

                                                                                              Implementa
                                                                                              tion       of
Shenzhen                         Concentrate                   In plant area
                                                                                              “Shenzhen
New Power                         emission                     of Nanshan
                    Oxynitride                 1                               <15   mg/m3    Blue”          130.2 ton    228.75 ton   0
Industrial                       from boiler                   Power
                                                                                              emission
Co., Ltd.                          uptake                      Factory
                                                                                              standard<15
                                                                                              mg/m3

Shen          Nan
Dian
                                 Concentrate
(Dongguan)                                                     In plant area
                                  emission
Weimei              Oxynitride                 2               of     Gaobu <25 mg/m3 GB13223                 69.2 ton     438.9 ton    0
                                 from boiler
Electric                                                       Power Plant
                                   uptake
Power Co.,
Ltd

Shen          Nan
                                 Concentrate
Dian                                                           In plant area
                                  emission
(Zhongshan Oxynitride                          2               of Nanlang <25 mg/m3 GB13223                   61.83 ton    324.50 ton   0
                                 from boiler
)       Power                                                  Power Plant
                                   uptake
Co., Ltd.

Construction and operation of the facilities preventing and controlling pollution
All facilities are work normally, vary pollutant discharge are in standards


Environmental impact review and other environment protection administrative licensing
The aforesaid companies have pass the environment impact review and file in department of Environmental Protection of Guangdong
province


                                                                             48
                                                                     深圳南山热电股份有限公司 2018 年年度报告全文




Emergency plan for abrupt environmental accidents
The plans have file in department of Environmental Protection of Guangdong province and corresponding environmental protection
bureau


Environmental self-monitoring plan
We have prepared the plans of self-monitoring and approved by Environmental Protection Bureau; monitoring data will release on
Environmental Protection Website on time


Other information need for released
Nil


Relevant environmental protection information
Nil


XIX. Other important events

√Applicable     □ Not applicable
1. T102-0011, T102-0155 land related matters. During the reporting period, the Company closely tracked the situation of the
comprehensive planning of the Qianhai Shekou Free Trade Zone and the work dynamics of the Shenzhen Municipal Government and
other relevant departments.In March 2018, the company and the special legal consultants gave the reply to the Notice of Public
Participation in the Social Stability Risk Analysis of the Yueliangwan Avenue Rapid Reconstruction Project issued by the Shenzhen
Municipal Transportation Committee, which proposed comments and suggestions on the significant impact that the project
construction may make on the company and its subsidiaries. In view of the fact that the company did not receive any reply about the
Statement of Objections to the Comprehensive Planning of Qianhai Shekou Free Trade Zone submitted by the company on August 10,
2017 to the Urban Planning and Land Resources Committee of Shenzhen, in April 2018, the company once again submitted an
application for revising the comprehensive planning of Qianhai Shekou Area to the Urban Planning and Land Resources Committee
of Shenzhen, reaffirming the possible impact of the planning on the company, and proposing to modify the contents involving the
company’s land in the planning. In August 2018, the Urban Planning and Land Resources Committee of Shenzhen announced the
Land Preparation Plan of Shenzhen in 2018, the 2018 annual land preparation plan of Qianhai cooperation zone still included the
land parcel belonging to the company’s subordinate Nanshan Thermal Power Plant. In December 2018, the Urban Planning and Land
Resources Committee of Shenzhen published the Comprehensive Planning of China (Guangdong) Pilot Free Trade Zone Shenzhen
Qianhai Shekou Area and the Surrounding Area of Big and Small Nanshan (Hereinafter referred to as “Comprehensive Planning”) on
its other public numbers. The Article 92 of the Comprehensive Planning includes “accelerating the relocation of Yueliangwan Power
Plant and Nanshan Thermal Power Plant” and other contents. The company timely fulfilled its information disclosure obligations
after obtaining the above information through public channels of Urban Planning and Land Resources Committee of Shenzhen. The
company will continue to actively carry out relevant work with the participation and cooperation of legal counsel, closely track the
comprehensive planning of the Qianhai Shekou Free Trade Zone, do its utmost to safeguard the rights and interests of the company’s
shareholders and employees, and fulfill the information disclosure obligations according to law. (For details, please refer to the
Notice on the Land Preparation Plan of Shenzhen in 2018 Published by the Urban Planning and Land Resources Committee of
Shenzhen and the Notice on the Comprehensive Planning of China (Guangdong) Pilot Free Trade Zone Shenzhen Qianhai Shekou
Area and the Surrounding Area of Big and Small Nanshan Published by the Urban Planning and Land Resources Committee of
Shenzhen (Notice No.: 2018-022 & 2018-034) disclosed on China Securities Journal, Securities Times, Hong Kong Commercial


                                                                49
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文

Daily and www.cninfo.com.cn by the company.


2. “Shenzhen Blue” technical improvement: In April 2018, the Shenzhen Municipal Government issued the Notice of the General
Office of the Shenzhen Municipal People’s Government on Printing and Distributing the “Shenzhen Blue” Sustainable Action Plan in
2018, and clarified that the whole city’s seven gas-fired power plants would be supervised and urged to respectively complete the
upgrade of low-nitrogen burners or the transformation of flue gas denitrification of more than one gas turbine set before October 31,
2018. From November 1st, 2018, the gas turbine sets that have not completed low-nitrogen burner upgrade or flue gas denitrification
transformation should not be dispatched to generate electricity. Thereafter, in September 2018, the Shenzhen Human Settlement
Committee issued the Notice of the Municipal Human Settlement Committee and the Municipal Finance Committee on Printing and
Distributing the “Shenzhen Atmospheric Environmental Quality Improvement Subsidy Measures (2018-2020)”, and clarified the
subsidy standards for power generation companies. According to the above documents, the company completed the upgrade and
transformation of the low-nitrogen burners of two 9E gas turbine sets respectively from Nanshan Thermal Power Plant and Shenzhen
New Power Industrial Co., Ltd. before October 31 st, the nitrogen oxide emission value after transformation is superior to the emission
standard of 15mg/m3 required by the government. The upgrade and transformation project of the remaining one 9E gas-turbine set in
Nanshan Thermal Power Plant is being implemented. At present, the first batch of subsidies of the Shenzhen Human Settlement
Committee amounting to RMB 32.88 million has been transferred, and the company will actively follow up the implementation of
the government’s follow-up subsidies.      (For details, please refer to the Notice About Received the Notification of Shenzhen
Municipal People’s Government on Printing and Issuing the 2018 “Shenzhen Blue” Sustainable Action Plan and the “Shenzhen
Atmospheric Environmental Quality Improvement Subsidy Measures (2018-2020)” (Notice No.: 2018-015; 2018-028) that the
Company disclosed on China Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn).


 3. Natural gas power generation on-grid price adjustment. During the reporting period, according to the Notice on Reducing the
On-grid Price of Natural Gas Power Generation issued by the Guangdong Provincial Development and Reform Commission, since
July 1, 2018, the on-grid prices of some natural gas power generation enterprises in the province have been reduced. The on-grid
prices of the three power plants under the company were adjusted from 0.715 yuan/kWh to 0.665 yuan/kWh, which exerted
tremendous pressure on the company’s main business operations, the company will do its utmost to reduce the negative effects of
on-grid prices reduction on the company by further strengthening the management of power assets, paying close attention to the
management of stock assets, and exploring diversified business management models.             (For details, please refer to the Notice on
Adjustment for On-grid Price of Natural Gas (Notice No.: 2018-027) that the Company disclosed on China Securities Journal,
Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn).


4. Termination of the planned issue of medium-term notes and corporate bonds. During the reporting period, as the registration
documents of planned issue of medium-term notes with a total amount of RMB 500 million and planned issue of corporate bonds not
exceeding RMB 2 billion (including RMB 2 billion) that the company made an application for registration to the National
Association of Financial Market Institutional Investors had reached the expiration date, the planned issue was terminated. (For details,
please refer to the “Notice on Issue of Medium-Term Notes” and “Notice on Scheme of Non-Public Offering of Corporate Bonds”
(Notice No.: 2015-062; 2015-063) that the Company disclosed on China Securities Journal, Securities Times, Hong Kong
Commercial Daily and www.cninfo.com.cn dated 25 Aug. 2015)
In addition to the above matters, the construction-aid project for Xinjiang in Guangdong Province participated in 2013 and the
collection for refunds of “technical reform benefit fund” are no further progress or changes in the period


XX. Significant event of subsidiary of the Company

 □ Applicable    √Not applicable



                                                                    50
                                                                            深圳南山热电股份有限公司 2018 年年度报告全文




    Section VI. Changes in Shares and Particulars about Shareholders

I. Changes in Share Capital

1. Changes in Share Capital

                                                                                                                                   In Share

                                        Before the Change       Increase/Decrease in the Change (+, -)                After the Change
                                                                       Bon
                                                              New               Capitalization
                                                                           us                                                    Proportio
                                        Amount    Proportion shares               of public      Others Subtotal     Amount
                                                                       shar                                                         n
                                                             issued                reserve
                                                                           es


I. Restricted shares              14,139          0.0023%                                                          14,139        0.0023%

3. Other domestic shares          14,139          0.0023%                                                          14,139        0.0023%

            Domestic natural
                                  14,139          0.0023%                                                          14,139        0.0023%
person’s shares

II. Unrestricted shares           602,748,457 99.9977%                                                             602,748,458   99.9977%

1. RMB Ordinary shares            338,894,011 56.22%                                                               338,894,011   56.22%

2. Domestically listed foreign
                                  263,854,446 43.77%                                                               263,854,446   43.77%
shares

III. Total shares                 602,762,596 100.00%                                                              602,762,596   100.00%
Reasons for share changed

□ Applicable        √Not applicable

Approval of share changed

□ Applicable       √ Not applicable

Ownership transfer of share changes

□ Applicable       √ Not applicable

Implementation progress of shares buy-back
□ Applicable       √ Not applicable

Implementation progress of the reduction of repurchases shares by centralized bidding
□ 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

                                                                      51
                                                                              深圳南山热电股份有限公司 2018 年年度报告全文

Other information necessary to disclose or need to disclosed under requirement from security regulators

□ Applicable     √ Not applicable


2. Changes of restricted shares

□ Applicable     √ Not applicable


II. Securities issuance and listing

1. Security offering (without preferred stock) in Reporting Period

□ Applicable     √ Not applicable


2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure

□ Applicable     √ Not applicable


3. Existing internal staff shares

□ Applicable     √ Not applicable


III. Particulars about shareholder and actual controller of the Company

1. Amount of shareholders of the Company and particulars about shares holding

                                                                                                                                       In Share

                                                                                                           Total preference
                                                                        Total preference                   shareholders
                                      Total     common                  shareholders                       with          voting
Total common
                                      stock                             with          voting               rights recovered
stock
                                      shareholders     at               rights recovered                   at end of last
shareholders in 30,799                                      32,518                                0                                0
                                      end of last month                 at      end          of            month         before
reporting
                                      before      annual                reporting period                   annual        report
period-end
                                      report disclosed                  (if     applicable)                disclosed         (if
                                                                        (see note 8)                       applicable)      (see
                                                                                                           note 8)

                            Particulars about shares held above 5% by shareholders or top ten shareholders

                                                              Total               Amount                 Number of share pledged/frozen
                                               Proportio shareholders Changes     of      Amount of
   Full name of           Nature of              n of
                                                          at the end in report restricte un-restricted
   Shareholders          shareholder            shares
                                                                                                           State of share          Amount
                                                 held       of report  period d shares shares held
                                                              period                  held



                                                                       52
                                                                             深圳南山热电股份有限公司 2018 年年度报告全文


HONG          KONG
NAM              HOI Overseas          legal
                                               15.28%     92,123,248                        92,123,248
(INTERNATIONA person
L) LTD.

Shenzhen Guangju State-owned legal
                                               12.22%     73,666,824                        73,666,824
Industrial Co., Ltd. person

Shenzhen      Energy State-owned legal
                                               10.80%     65,106,130                        65,106,130
Co., Ltd.               person

BOCI
                        Overseas       legal
SECURITIES                                     1.43%      8,640,627                         8,640,627
                        person
LIMITED

                        Domestic nature
Zeng Ying                                      1.24%      7,484,000                         7,484,000
                        person

China       Merchants
                        State-owned legal
Securities      H.K.                           0.97%      5,834,669                         5,834,669
                        person
Co., Ltd.

Meiyi Investment        Domestic non
                                               0.77%      4,616,000                         4,616,000
Property Co., Ltd. state legal person

                        Domestic nature
Liu Fang                                       0.67%      4,035,773                         4,035,773
                        person

                        Domestic nature
Li Baoqin                                      0.66%      3,972,451                         3,972,451
                        person

                        Domestic   nature
Chen Qin                                       0.65%      3,926,894                         3,926,894
                        person

Strategy investors or general
corporation comes top 10 shareholders
                                               N/A
due to rights issue (if applicable) (see
note3)

                                               1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held
Explanation on associated relationship by Shenzhen Energy Co., Ltd.; 2. The Company is unknown whether there exists associated
among the aforesaid shareholders               relationship or belongs to the consistent actor among the other shareholders.



                                    Particular about top ten shareholders with un-restrict shares held

                                                                                                                     Type of shares
            Shareholders’ name                      Amount of un-restrict shares held at Period-end
                                                                                                                   Type          Amount

                                                                                                          Domestically
HONG          KONG         NAM         HOI
                                               92,123,248                                                 listed       foreign 92,123,248
(INTERNATIONAL) LTD.
                                                                                                          shares

Shenzhen Guangju Industrial Co., Ltd. 73,666,824                                                          RMB        common 73,666,824


                                                                        53
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文


                                                                                                   shares

                                                                                                   RMB       common
Shenzhen Energy Co., Ltd.                 65,106,130                                                                    65,106,130
                                                                                                   shares

                                                                                                   Domestically
BOCI SECURITIES LIMITED                   8,640,627                                                listed     foreign 8,640,627
                                                                                                   shares

                                                                                                   Domestically
Zeng Ying                                 7,484,000                                                listed     foreign 7,484,000
                                                                                                   shares

                                                                                                   Domestically
China Merchants Securities H.K. Co.,
                                          5,834,669                                                listed     foreign 5,834,669
Ltd.
                                                                                                   shares

                                                                                                   RMB       common
Meiyi Investment Property Co., Ltd.       4,616,000                                                                     4,616,000
                                                                                                   shares

                                                                                                   RMB       common
                                                                                                                        1,090,873
                                                                                                   shares
Liu Fang                                  4,035,773                                                Domestically
                                                                                                   listed     foreign 2,944,900
                                                                                                   shares

                                                                                                   RMB       common
                                                                                                                        946,700
                                                                                                   shares
Li Baoqin                                 3,972,451                                                Domestically
                                                                                                   listed     foreign 3,025,751
                                                                                                   shares

                                                                                                   RMB       common
Chen Qin                                  3,926,894                                                                     3,926,894
                                                                                                   shares

Expiation on associated relationship or
consistent actors within the top 10 1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held
un-restrict shareholders and between by Shenzhen Energy Co., Ltd.; 2. The Company is unknown whether there exists associated
top 10 un-restrict shareholders and top relationship or belongs to the consistent actor among the other shareholders.
10 shareholders

Explanation on top 10 shareholders
                                          Among the top ten shareholders, Ms. Liu Fang holds 1,090,873 shares through credit
involving margin business (if
                                          transaction guarantee securities account
applicable) (see note 4)

Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.




                                                                   54
                                                                           深圳南山热电股份有限公司 2018 年年度报告全文


2. Controlling shareholders

Nature of controlling shareholders: no controlling body
Type of controlling shareholders: nil
Explanation on the Company’s absence of controlling shareholder
In accordance with the paraphrase of controlling shareholder carried in Stock Listing Rules, the Company has no controlling
shareholder and such condition has no changes in the reporting period
Change of controlling shareholder in reporting period
□Applicable   √Not applicable
No changes of controlling shareholder for the Company in reporting period


3. Actual controller of the Company and persons acting in concert

Nature of actual controller: no actual controller
Type of actual controller: nil
Explanation on the Company’s absence of actual controller
According to the “stock listing rules” definition of actual controlling, no actual controlling of the Company and no changes for the
aforesaid condition in reporting period
Whether has shareholder owns over 10% shares at ultimate control level
√Yes   □No
Legal Person
Share-holding at ultimate control level

                                          Legal
                                   representative/Person         Date of
          Shareholder                                                             Organization code           Main business
                                     in charge of the         establishment
                                        enterprise

                                                                                                      Fulfill investor duty on behalf
Shenzhen SASAC                     Yu Gang                 28 June 2004        K3172806-7              of the Shenzhen Municipal
                                                                                                       Government

Shenzhen Nanshan District
                                   Wen Jinyu               30 December 2005    114403050075421285     Administrative units
SASAC

Other     equity    of    listed
companies in and out of China
                                   Not applicable
controlled by shareholder in
ultimate control level during
the reporting period

Change of actual controller in the period
□Applicable   √Not applicable
Actual controller of the Company has no changes in the reporting period




                                                                     55
                                                                    深圳南山热电股份有限公司 2018 年年度报告全文


4. The first majority shareholder of the Company

Shenzhen Energy Co., Ltd. holds 157,229,378 shares of the Company directly and indirectly, a 26.08% in total shares of the
Company and is the first majority shareholder of the Company. The corporate representative is Gao Zimin. Shenzhen Energy Co., Ltd.
was established on July 15th, 1985 with registration capital of RMB 230.9712 million. It is a limited liability Company and its
operating scope covers developing, producing, purchasing and selling various normal energies (including power, heat, coal, oil and
gas) and new energies, designing, constructing, managing and operating various energy engineering projects, operating equipment
and accessories, apparatuses, aluminum materials, wood materials, cement and other materials needed by the energy engineering
project, operating import-export services (transacted according to No. 147 message of SMGSZZD), operating the services of
personnel training and consulting matched with the energy engineering, as well as other relevant services (report or declare
additionally for details), developing and transferring environmental protection technologies, and providing technical service,
investing and operating the transportation services on the fuels, materials and equipment needed by the energy project. Property
management (operating with the property management qualification certificate) and own property leasing.
Relation schema of property rights and control between the Company and main shareholders:




                                                               56
                                                                    深圳南山热电股份有限公司 2018 年年度报告全文


Actual controller controlling the Company by entrust or other assets management

□ Applicable √ Not applicable


5. Particulars about other legal person shareholders with over 10% shares held

□Applicable       √Not applicable




6. Shares reduction restriction from controlling shareholder, actual controller, recombined square and
other commitment entity

□ Applicable    √ Not applicable




                                                               57
                                                        深圳南山热电股份有限公司 2018 年年度报告全文




                                     Section VII. Preferred Stock

□ Applicable   √ Not applicable
The Company had no preferred stock in the Period




                                                   58
                                                                              深圳南山热电股份有限公司 2018 年年度报告全文




           Section VIII. Particulars about Directors, Supervisors, Senior

                                              Executives and Employees

I. Changes of shares held by directors, supervisors and senior executives

                                                                                                    Amount    Amount
                                                                                           Shares                                 Shares
                                                                                                    of shares of shares
                                                            Start                   held at                       Other   held at
                        Working                                          End date            increased decreased
                                                           dated of
              Title                     Sex         Age                  of office period-be                     changes period-en
    Name                 status                             office                             in this  in this
                                                                           term
                                                            term                      gin                        (share)     d
                                                                                               period   period
                                                                                    (Share)                               (Share)
                                                                                              (Share) (Share)

                        Currently                         28      Aug. 17       Nov.
Li Xinwei Chairman                  M          53                                      0            0        0            0   0
                        in office                         2017           2020

Li
              Vice      Currently                         13      Jan. 17       Nov.
Hongshen                            M          55                                      0            0        0            0   0
            chairman in office                            2011           2020
g

                                                          28      Aug.
Chen        Director, Currently                           2017;          17     Nov.
                                    M          53                                      0            0        0            0   0
Yuhui          GM       in office                         11      Aug. 2020
                                                          2017

Zhang                   Currently                         12      Nov. 17       Nov.
             Director               M          49                                      0            0        0            0   0
Wenqiao                 in office                         2014           2020

Yu                      Currently                         1       Aug. 17       Nov.
             Director               F          53                                      0            0        0            0   0
Chunling                in office                         1998           2020

            Director,                                     25     April
Wu          Standing Currently                            2016;      1 17       Nov.
                                    M          53                                      0            0        0            0   0
Guowen       deputy     in office                         April          2020
               GM                                         2016

            Independ
Mo                      Currently                         17      Nov. 17       Nov.
               ent                  M          52                                      0            0        0            0   0
Jianmin                 in office                         2017           2020
             director

            Independ
Chen                    Currently                         17      Nov. 17       Nov.
               ent                  M          48                                      0            0        0            0   0
Zetong                  in office                         2017           2020
             director

            Independ                                                     2019    年
Liao                    Currently                         15      Nov.
               ent                  M          48                        11 月 14 0                 0        0            0   0
Nangang                 in office                         2013
             director                                                    日



                                                                      59
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文


            Chairman
Ye                of       Currently                  17     Nov. 17       Nov.
                                        M    55                                   0        0     0          0         0
Qiliang     superviso in office                       2017          2020
             ry board

Xiong
            Superviso Currently                       17     Nov. 17       Nov.
Qingshen                                M    45                                   0        0     0          0         0
                   r        in office                 2017          2020
g

            Superviso Currently                       17     Nov. 17       Nov.
Pan sha                                 F    46                                   0        0     0          0         0
                   r        in office                 2017          2020

            Employee
Liang                      Currently                  12     Nov. 17       Nov.
            superviso                   M    50                                   0        0     0          0         0
Jianqiang                   in office                 2014          2020
                   r

            Employee
                           Currently                  17     Nov. 17       Nov.
Peng Bo     superviso                   M    45                                   1,527    0     0          0         1,527
                            in office                 2017          2020
                   r

             Deputy        Currently                  17     Oct. 17       Nov.
Lin Qing                                F    54                                   0        0     0          0         0
                 GM         in office                 2003          2020

             Deputy
                 GM,                                  30     Dec.
                           Currently                                17     Nov.
Zhang Jie secretary                     F    50       2006; 23                    17,325   0     0          0         17,325
                            in office                               2020
                 of the                               Dec. 2015
                 Board

                           Currently                  17     Nov. 17       Nov.
Dai Xiji         CFO                    M    49                                   0        0     0          0         0
                            in office                 2017          2020

Total       --             --           --   --       --            --            18,852                              18,852


II. Changes of directors, supervisors and senior executives

□ Applicable          √Not applicable


III. Post-holding

Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive at the present


Members of the Board of Directors:
Mr. Li Xinwei was born in 1965, a senior accountant, a postgraduate of Xiamen University, and a master of business administration.
From 1984 to 1992, he held the post of director of the accounting department of Guangdong Nuclear Power Joint Venture Co., Ltd.;
from 1992 to 2006, he served as the financial manager of Shenzhen Worldsun Enterprises Co., Ltd. and he served as the cadre of
finance department of Shenzhen Energy Corporation, the director of finance department of Shenzhen Mawan Power Co., Ltd., the
chief accountant and the director of finance department of Shenzhen Energy Group Power Generation Branch, the deputy director of
capital office of Shenzhen Energy Group Co., Ltd. (at ministerial level), the director and deputy general manager of Shenzhen

                                                                60
                                                                      深圳南山热电股份有限公司 2018 年年度报告全文

Mawan Power Co., Ltd.; from 2004 to 2006, he also served as the chairman of Huizhou City Gas Development Co., Ltd.; from 2006
to August 2017, he held the post of managing director of Shenzhen Energy Finance Co., Ltd., he also holds the post of chairman of
Sichuan Shenzhen Energy Power Investment Holding Co., Ltd. from 2015 to October 2018;        and he has held the post of director and
chairman of the Company since August 2017.


Mr. Li Hongsheng, born in 1963, was Communist party member, a master. From November 2004, he served as director of Shenzhen
Guangju Investment Holding (Group) Co., Ltd, director financial controller of Shenzhen Guangju Energy Co., Ltd, chairman of
Shenzhen Yangrun Investment Co., Ltd.;From December 2007 to now he serves as Managing director of Shenzhen Guangju Energy
Co., Ltd. and director of Guangju Energy (HK) Co., Ltd; and he serves as director and vice chairman of the Company since January
2011


Mr. Chen Yuhui was born in 1965, a senior engineer, graduated from Shanghai Jiao Tong University and obtained a bachelor's
degree in marine power and a master's degree in vibration, shock & noise (postgraduate degree). In 1989, he worked in the
maintenance department of Shenyang Liming Gas Turbine Co., Ltd.; from December 1989 to June 2006, he worked in Shenzhen
Energy Group Yueliangwan Power Plant, and successively held the posts of chief-operator of operation department, specialist
engineer of general office, deputy director of maintenance department, factory deputy manager, factory manager, etc.; from June
2006 to July 2014, he worked in Shenzhen Energy East Power Plant and held the posts of deputy general manager and operation
director; from July 2014 to August 2017, he served as the chairman, general manager, and party branch secretary of Zhuhai Shenzhen
Energy Hongwan Power Co., Ltd.; and he has held the posts of director and general manager of the Company and the chairman of
Shennandian (Zhongshan) Power Co., Ltd. and Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd since August 2017.


Mr. Zhang Wenqiao was born in 1969, master, graduated from Xi’an Jiaotong University, major in electric. He worked in Shenzhen
Mawan Power Co., Ltd since 1991, and served as deputy director of the fuel management dept. of Shenzhen Energy Group since
2006, he successively served chief and GM of the property rights legal department of Shenzhen Energy Group Co., Ltd. since 2008;
now he serves as GM of the fuel material dept. of Shenzhen Energy Group Co., Ltd. and GM of fuel branch of Shenzhen Energy
Group Co., Ltd., he currently serves as director of the Company since November 2014.


Ms. Yu Chunling was born in 1965, a senior engineer, an on-the-job master of economics in Peking University, and graduated from
power plant building structural engineering of Wuhan Institute of Hydraulic and Electric Engineering. She served successively as a
technician and civil engineering contract engineer at engineering department of Guangdong Nuclear Power Joint Venture Co., Ltd.,
the project manager of Shenzhen Energy Investment Co., Ltd., and the deputy director and director of office business, the director of
fuel trade department, and the director of planning and development department of Shenzhen Energy Group Co., Ltd., and the
director of preparation office of Shenzhen Pumped Storage Power Station. She serves as the managing director of Shenzhen Energy
(Hong Kong) International Co., Ltd, the director of HONG KONG NAM HOI (INTERNATIONAL) LTD. and the director of the
Company.


Mr. Wu Guowen, born in 1965, an undergraduate, He worked in Shenzhen Guangju Energy Co., Ltd. since 1994; and worked in
Shenzhen Yisheng Liquid Storage Co., Ltd. from 2008 to November 2010, and served as deputy GM; he works in Shenzhen Guangju
Real Estate Co., Ltd. From December 2010 to March 2016, and successively appointed as standing deputy GM, legal representative,
executive director and GM; serves as staff supervisor in Shenzhen Guangju Energy Co., Ltd. since August 2013. he serves as director,
standing deputy GM of the Company since April 2016, he serves as chairman of Shenzhen Server Energy Co., Ltd. Since March
2018


Mr. Mo Jianmin was born in 1966, a China Certified Public Accountant, graduated from School of Law of Nanchang University.
From March 1985 to October 1996, he worked at Tonggu County Taxation Bureau of Jiangxi Province and Local Taxation Bureau of

                                                                 61
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文


Tonggu County; from November 1996 to October 1999, he worked at Shenzhen Tongren Certified Public Accountants; from October
1999 to March 2001, he worked at Zhongtianqin Certified Public Accountants; from April 2001 to December 2003, worked at
Shenzhen Languang Enterprise Group; from January 2004 to December 2010, he worked at Shenzhen Jinniu Accounting Firm; from
January 2011 to October 2012, he was appointed as a partner of Jonten Certified Public Accountants Shenzhen Branch; from
November 2012 to May 2014, he served as a partner of Beijing Yongtuo Certified Public Accountants; he has served as a partner of
Da Hua Certified Public Accountants since June 2014.He serves as independent director of the Company since Nov. 2017


Mr. Chen Zetong was born in 1970, a bachelor of laws at Southwest University of Political Science and Law, a master of laws at the
University of Hong Kong, a doctor of laws at Jilin University. From 1994 to 2003, he served as a court clerk, assistant judge and
judge at the Real Estate Trial Division of Shenzhen Intermediate People's Court; from July to August 2002, he practiced as a judicial
assistant in the High Court of Hong Kong; from 2003 to 2006, he served as the presiding judge at the Economic Trial Division; from
2006 to 2010, he served as the deputy presiding judge at the seventh court of Shenzhen Intermediate People's Court (Corporate
Liquidation and Bankruptcy Trial Division), and presided over the work of this court from June 2006 to August 2008. From 2010 to
2012, he served as a partner of Beijing King & Wood Mallesons. Since 2012, he has been a senior partner of Beijing JunZeJun Law
Offices. He is currently an arbitrator of Shenzhen Court of International Arbitration, concurrently an independent director of listed
company Tianma Microelectronics Co., Ltd. (A-share 000050), an independent director of Hubei Sanxia New Building Materials Co.,
Ltd. (A-share 600293), an independent director of New Sports Group Limited (00299 HK), an independent director of non-listed
company Funde Insurance Holding Co., Ltd., an independent director of Funde Sino Life Co., Ltd., and an independent director of
Sino Life Assets Management Co., Ltd. He serves an independent director of the Company since November 2017


Mr. Liao Nangang, was born in 1970, bachelor of East China Political Science and Law in law major. He served as assistant judge
and judicial office in People’s Court of Shenzhen Nanshan District from September 1992 to December 2000; a lawyer in Guangdong
ZhongAn Laws Firm from March 2001 to February 2004; act as lawyer and partner of Guangdong Haohui Laws Firm from February
2004 to October 2013 and serves as partner and lawyer of Guangdong Guangjin Laws Firm since from November 2013 to November
2017; he serves as lawyer and partner of the Guangdong Leyi Laws Firm since December 2017. From 2008 to January 2019, he also
act as arbitrator in Shenzhen Arbitration Commission and owns the qualification of independent directors. He had offered systemic
legal services for listed companies as China Merchants Property Development Co., Ltd. and China Merchants Bank Co., Ltd. (HQ)
and serves as independent director of the listed company (600828)- Maoye Commercial Co., Ltd. He holds the post of independent
director of the Company since November 2013


Members of supervisory committee of the board:

Mr. Ye Qiliang was born in 1963, a member of the Communist Party of China with a college degree. From 1979 to January 1984, he
served in the Army 83020; from January 1984 to March 1997, he worked in Quannan County of Jiangxi Province; from March 1997
to February 1999, he worked at Shenzhen Shennan Petroleum (Group) Co., Ltd. and served as a clerk in the investment department;
from February 1999 to June 2009, he worked at Shenzhen Guangju Energy Co., Ltd. and served as the deputy director of the general
manager office, the deputy director of the secretariat of the board of directors, and the representative of securities affairs; he serves as
the committee member of labor union of Shenzhen Guangju Energy Co., Ltd. since July 2012; from July 2009 to March 2016, he
successively served as the deputy general manager and general party branch member of Shenzhen Nanshan Petroleum Co., Ltd.; he
has served as the secretary of party general branch of the Company from April 2016 to July 2018, now he holds the deputy secretary
of party general branch of the Company since July 2018


Mr. Xiong Qingsheng was born in 1973, an engineer and lawyer, a master of business administration of Sichuan University. From
July 1992 to December 2005, he worked on the operation and grassroots management at Mawan Power Plant, a subsidiary of
Shenzhen Energy Group; from December 2005 to April 2008, he served as the legal secretary of the Secretariat of Board and the


                                                                    62
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文

deputy director of business of Shenzhen Energy Group Board of Directors Secretariat; from April 2008 to March 2014, he served as a
senior legal adviser to the board office of Shenzhen Energy Group; from March 2014 to December 2017, he served as a senior
manager of investor relations for the board office of Shenzhen Energy Group Co., Ltd.; he has served as the deputy general manager
Shenzhen Energy Gas Investment Holdings Co., Ltd. and concurrently as the general manager of Hebei Zhaoxian Asia Pacific Gas
Co., Ltd. since December 2017. He serves as supervisor of the Company since November 2017


Ms. Pan Sha was born in 1972, an auditor, and a bachelor in auditing at Wuhan University. From July 1995 to April 2000, she serves
as a cadre at the Supervision Department of Shenzhen Energy Corporation; from April 2000 to April 2008, she served as deputy
director of audit department of Energy Group, deputy director and director of business of audit and supervision department, and
director of business of audit department; from April 2008 to December 2014, she served as a senior auditor and audit manager at of
audit management department of Shenzhen Energy Group Co., Ltd.; she has served as the vice GM and senior audit manager at the
audit management department of Shenzhen Energy Group Co., Ltd. since December 2014. She serves as supervisor of the Company
since November 2017


Mr. Liang Jianqiang, born in 1968, an engineer, bachelor degree, graduated from department of engineering physics of Tsinghua
University in 1991, major in nuclear energy and heat energy utilization. He worked in Shenzhen Moon Bay Gas Turbine Power Plant
from 1991 to 1998, successively served as specialist engineer of gas turbine in operation department, sub-director of the gas turbine
in inspection and maintenance department and specialist engineer of planning in inspection and maintenance department. He works
in Shenzhen Nanshan Power Co., Ltd. since July 1998 transferred by Shenzhen Energy Group Co., Ltd, and successively served as
deputy chief, chief of the inspection and maintenance department, deputy chief of the operation department, director of production
management department and security chief. Served as chief of production technology department and security chief of the Company
from 2005 to 2013; he serves as employee supervisor of the Company since November 2014. Serves as deputy director in Nanshan
Power Plant in December 2013 and acting manager of Nanshan Power Plant since October 2017. he serves as director of Nanshan
Power Plant since December 2017. and now he serves as director of Shen Nan Dian Environmental Protection Co., Ltd and the vice
chairman of Shenzhen New Power Industrial Co., Ltd.


Mr. Peng Bo was born in 1973, a senior economist, engineer, and a master graduate student. He graduated from Huazhong University
of Science and Technology, majoring in power system automation in 1994, and then he majored in business administration at
Huazhong University of Science and Technology and obtained a master's degree. He has been working in Shenzhen Nanshan Power
Co., Ltd. since 1994, and has served as a professional engineer of gas turbine thermal control maintenance, supervisor of labor and
capital, assistant of office director, and deputy director of human resources department; from April 2007 to December 2013, he
served as the director of human resources department, and concurrently served as the supervisor of a subsidiary Zhongshan Zhongfa
Power Company; from May 2011 to November 2014, he served as the employee supervisor of the company's sixth board of
supervisors; from December 2013 to December 2017, he served as the deputy director of Nanshan Thermal Power Plant; he serves s
the director and GM of Shenzhen Shennandian Environmental Protection Co., Ltd. since December 2017. now he holds the employee
supervisor of the Company since November 2017


Senior managers of the Company:
Resume of Director/GM Chen Yuhui and Director/ standing deputy GM Wu Guowen found the aforesaid


Ms. Lin Qing was born in 1964, a senior engineer, and a master of electrical engineering at Hunan University. From 1985 to 1990,
she taught at the department of electric power at Changsha Normal University of Water Resources and Electric Power. From 1990 to
1991, she worked in the engineering department of Guangdong Daya Bay Nuclear Power Plant. Since December 1991, she has
served successively as the secretary of general office and the business director of Shenzhen Energy Corporation, the office director of
Shenzhen Western Power Co., Ltd., the chairman of the party and the masses department, the chairman of the labor union of the

                                                                  63
                                                                            深圳南山热电股份有限公司 2018 年年度报告全文

office, the office director, the party branch secretary of the office, the director of the labor union office, the member of the party
committee of the Group, the general manager assistant at Shenzhen Energy Group Co., Ltd.. She has been serving as the deputy
general manager of the Company from October 2003 to now. She served as a director of the Company from April 2015 to November
2017.


Ms. Zhang Jie, born in 1968, CHRM, Master of Psychology of Beijing University; she was successively study with specialty of
British and American Literature in the Foreign Language Department of Zhengzhou University and specialty of applied psychology
in the Psychology Department, Beijing University. She used to work in Henan Provincial Seismological Bureau as a translator in
1990, worked in the financial department and office of Shenzhen Nanshan Power Co., Ltd. since October 1990; she successively held
the posts of secretary, office director, general manager assistant and employee supervisor of the Company since 1993. and holds the
posts of deputy GM of the Company since December 2006. She worked as chairman of Shenzhen Shen Nan Dian Environment
Protection Co., Ltd from 2014 to September 2018. She holds the secretary of the Board of the Company since 23 December 2015


Mr. Dai Xiji was born in 1969, a bachelor, and a senior accountant. From July 1992 to December 1996, he served as an accountant of
Shenzhen Mawan Power Co., Ltd. Mawan Power Plant; from January 1997 to July 1998, he served as an accountant at the finance
department of Shenzhen Energy Corporation Power Generation Branch; from July 1998 to December 1999, he was an accountant at
the finance and accounting division of Shenzhen Energy Group Co., Ltd.; from December 1999 to December 2007, he served as the
deputy director at finance department and the director at finance and accounting division of Mawan Power Plant; from January 2008
to September 2008, she served as the director at finance department of Shenzhen Mawan Power Co., Ltd.; from August to September
2008, he served as the cadre at the preparation office of Binhai Power Plant; from September 2008 to July 2014, he served as the
senior manager at financial management department of Shenzhen Energy Group Co., Ltd.; From February 2011 to June 2014, he
concurrently serves as the manager at the financial management department of Shenzhen Energy Fuel Branch; from July 2014 to
November 2017, he was appointed as the deputy general manager of Shenzhen Energy Fuel Branch, he serves as CFO of the
Company since November 2017 and now he also acts as the chairman of Shenzhen New Power Industrial Co., Ltd., the subordinate
Enterprise of the Company and director of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd


Post-holding in shareholder’s unit
√Applicable     □ Not applicable

                                                                                                                 Received
                                                                 Position      in
     Name                    Name of shareholder’s unit                                                         remuneration from
                                                                 shareholder’s Worked from        Expired in
                                                                                                                 shareholder’s unit
                                                                 unit n
                                                                                                                 (Y/N)

                 HONG             KONG         NAM         HOI
Yu Chunling                                                      Chairman           2008                         N
                 (INTERNATIONAL) LTD.



Post-holding in other unit
√Applicable     □ Not applicable

                                                                                                                  Received

     Name                        Name of other units             Position       in                                remuneration
                                                                                     Worked from    Expired in
                                                                 other unit                                       from other unit
                                                                                                                  (Y/N)

Li Xinwei         Sichuan Shenneng Power Investment              Chairman            2015           2018          N


                                                                    64
                                                                     深圳南山热电股份有限公司 2018 年年度报告全文


                 Co.,Ltd.

                Shenzhen Shen Nan Dian Environment
                                                           Chairman        2018                         N
                Protection Co., Ltd.

Li Hongsheng    Shenzhen Guangju Energy Co., Ltd.          Director, GM 2007                            Y

                Shen Nan Dian (Zhongshan) Electric Power
                                                           Chairman        2017                         N
                Co., Ltd.

                Shen Nan Dian (Dongguan) Weimei Electric
Chen Yuhui                                                 Chairman        2017                         N
                Power Co., Ltd

                Shenzhen Shennandian Turbine Engineering
                                                           Chairman        2018          2019           N
                Technology Co., Ltd.

                                                           GM of Fuel
                Shenzhen Energy Group Co., Ltd.             material       2017                         Y
Zhang Wenqiao                                               Dept.

                Fuel Branch of Shenzhen Energy Group
                                                           GM              2017                         N
                Co., Ltd.

                Shenzhen Energy (H.K) International Co.,
Yu Chunling                                                Director, GM 2013                            Y
                Ltd.

                                                           Employee
                Shenzhen Guangju Energy Co., Ltd.                          2013          2018           N
Wu Guowen                                                  Supervisor

                Shenzhen Server Energy Co., Ltd.           Chairman        2018                         N
                                                           Partner
Mo Jianmin      Da Hua Certified Public Accountants                        2014                         Y

Chen Zetong     Junzejun Law Offices                       Senior partner 2012                          Y
                                                           Partner,
Liao Nangang    Guangdong Leyi Laws Firm                                   2017                         Y
                                                           lawyer


                Shenzhen Shennandian Turbine Engineering Vice
                                                                           2016          2018           N
                Technology Co., Ltd.                       chairman
Ye Qiliang
                Shen Nan Dian (Dongguan) Weimei Electric
                                                           Director        2016          2018           N
                Power Co., Ltd

                Shenzhen Energy Fuel Investment Holding
Xiong                                                      Deputy GM       2017                         Y
                Co., Ltd.
Qingsheng
                Hebei Zhaoxian Asia-Pacific Fuel Co., Ltd. GM              2017                         N

                                                           Vice GM of
                                                            auditing
Pan sha         Shenzhen Energy Group Co., Ltd.                            2014                         Y
                                                            management
                                                            dept.

                                                           Vice
Liang Jianqiang Shenzhen New Power Industrial Co., Ltd.                    2018                         N
                                                           chairman



                                                             65
                                                                      深圳南山热电股份有限公司 2018 年年度报告全文


                 Shenzhen Shen Nan Dian Environment
                                                               Director       2014                                     N
                 Protection Co., Ltd.

                 Shenzhen Shen Nan Dian Environment Director,
Peng Bo                                                                       2017                                     Y
                 Protection Co., Ltd.                          GM

                 Shenzhen Shen Nan Dian Environment
Zhang Jie                                                      Chairman       2014                 2018                N
                 Protection Co., Ltd.

                 Shenzhen New Power Industrial Co., Ltd.       Chairman       2018                                     N

                 Shen Nan Energy (Singapore) Co., Ltd.         Director       2017                                     N
Dai Xiji
                 Shen Nan Dian (Dongguan) Weimei Electric
                                                               Director       2017                                     N
                 Power Co., Ltd

Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable   √ Not applicable


IV. Remuneration for directors, supervisors and senior executives

Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives

1. Decision-making process: In accordance with relevant regulations of “Articles of Association”, the stockholders' meeting would
determine the remuneration of directors and supervisors, and the board of directors would determine the remuneration of senior
management.
2. Determine basis: Currently, except for the independent directors, the Company has no remuneration system for non-independent
directors and supervisors, the directors and staff supervisor only received the pay for the post actually served in the Company. The
Board of Directors will define the annual remuneration standard of the senior management of the Company on the basis of annual
operating performance, post rank and other factors and in consideration of the industrial remuneration level. It will decide the
actually paid remuneration standard by referring to the examination of annual operation performance and audit status.
3. Actual payment: the Company is strictly paying the remuneration to directors in line with the decision-making process and
determining basis on remuneration for directors, supervisors and senior executives, the relevant expenses arising from transportation,
accommodation, research, study and attending a meeting are borne by the Company.



Remuneration for directors, supervisors and senior executives in reporting period

                                                                                                                       In 10 thousand Yuan


                                                                                                          Total              Whether
                                                                                                     remuneration          remuneration
                                                                               Post-holding
      Name                Title              Sex                Age                                obtained from the       obtained from
                                                                                     status
                                                                                                   Company (before       related party of
                                                                                                          taxes)           the Company

                                                                            Currently         in
Li Xinwei              Chairman         M                53                                        79.5                N
                                                                            office

Li Hongsheng         Vice chairman      M                55                 Currently         in 0                     Y



                                                                 66
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


                                                                             office

                                                                             Currently       in
Chen Yuhui            Director, GM    M                   53                                      71.5     N
                                                                             office

                                                                             Currently       in
Zhang Wenqiao            Director     M                   49                                      0        Y
                                                                             office

                                                                             Currently       in
Yu Chunling              Director     F                   53                                      0        Y
                                                                             office

                         Director,
                                                                             Currently       in
Wu Guowen            Standing deputy M                    53                                      67       N
                                                                             office
                           GM

                       Independent                                           Currently       in
Mo Jianmin                            M                   52                                      11.9     N
                         director                                            office

                       Independent                                           Currently       in
Chen Zetong                           M                   48                                      11.9     N
                         director                                            office

                       Independent                                           Currently       in
Liao Nangang                          M                   48                                      11.9     N
                         director                                            office

                       Chairman of
                                                                             Currently       in
Ye Qiliang             supervisory    M                   55                                      66.5     N
                                                                             office
                        committee

                                                                             Currently       in
Xiong Qingsheng         Supervisor    M                   45                                      0        Y
                                                                             office

                                                                             Currently       in
Pan sha                 Supervisor    F                   46                                      0        Y
                                                                             office

                        Employee                                             Currently       in
Liang Jianqiang                       M                   50                                      32.7     N
                        supervisor                                           office

                        Employee                                             Currently       in
Peng Bo                               M                   45                                      32.49    N
                        supervisor                                           office

                                                                             Currently       in
Lin Qing               Deputy GM      F                   54                                      66.5     N
                                                                             office

                       Deputy GM,
                                                                             Currently       in
Zhang Jie             secretary of the F                  50                                      64.5     N
                                                                             office
                          Board

                                                                             Currently       in
Dai Xiji                   CFO        M                   49                                      64.5     N
                                                                             office

Total                        --       --                  --                 --                   580.89   --

Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable     √ Not applicable




                                                                  67
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文


V. Particulars of workforce

1. Number of Employees, Professional categories, Education background


Employee in-post of the parent Company (people)                    279

Employee in-post of main Subsidiaries (people)                     241

The total number of current employees (people)                     520
The total number of current employees to receive pay (people)
                                                                   520

Retired employee’ s expenses borne by the parent Company and

main Subsidiaries (people)                                         0



                                                      Professional categories
                  Types of professional category                                  Numbers of professional category


Production and technical personnel                                 293
Financial staff
                                                                   29

Administration staff
                                                                   198

Total                                                              520

                                                      Education background
                  Type of education background                                           Numbers (people)

High school and below
                                                                   93

3-years regular college graduate and Polytechnic school graduate
                                                                   239

Bachelor degree
                                                                   166

Master and above
                                                                   22

Total                                                              520


2. Remuneration Policy

According to the Company's annual operation performance combined with the market-oriented remuneration in the region and
industry, the Board implements a principle of annual remuneration provision with the fixed remuneration as main body, which will, at
the same time of controlling remuneration cost, create conditions for the stable workforce. Meanwhile, special incentive mechanism
will be available according to the completion of annual business objectives and core mission so as set up an incentive mechanism
linked with operation performance and exert the incentive role of remuneration.
The remuneration and incentive scheme of the chairman of board will be submitted to the shareholders' meeting for approval after it
has been deliberated by the board of directors. The remuneration and incentive scheme of the general manager, deputy general
manager and other senior management level will be prepared by the Remuneration and Appraisal Committee and then be submitted
to the board of directors for approval. The Board of Directors will decide the annual remuneration standard of the senior management


                                                                   68
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


of the Company on the basis of annual operating efficiency, post rank and other factors and in consideration of the industrial
remuneration level and the actually paid remuneration standard by referring to the examination of annual operation performance and
audit status. The operation team is authorized to manage the remuneration and incentive of other personnel on the principle of
“defining salary in terms of post and obtaining remuneration in terms of labor”. Within the annual remuneration limit approved by
the board of directors, and in compliance with the remuneration principle and Interim Remuneration Management Provision set down
by the Board of Directors, determine and execute the remuneration standard, distribution plan, examination and incentive method of
employees at each level.


3. Training programs

The Company always attached great importance to staff training, and established of the "staff training and management regulations"
and a more perfect training network. Through strengthening the staff training, enhancing the staff's job skills and comprehensive
quality, to better meet the Company's management, management demand for talent, while training reserve personnel for the
Company's sustainable development. During the reporting period, the Company strictly implemented the training plans that
formulated in beginning of the Year, mainly carried out the following aspects of the training:

(1) Safety Training: According to the Production Safety Law, other laws and regulations and the Safety Training Regulations of the
Company, organize the safety certificate training and following training for the safety principal, principal and security officer of the
Company headquarters and affiliated companies in order to meet legal regulatory requirements for security training, carry out
emergency drills and safety management procedures training, and improve the safety awareness and accident prevention capacity of
management at all levels and employee;

(2) Post qualification training: by means of learning assignments, the obtaining of certificate, internal training and assessment, carry
out certification training for key business and technical post, meet with requirements of relevant laws and regulations for vocational
qualification requirements, and improve employee job performance ability.

(3) Simulator skills training: relying on gas turbine simulation training base, continued to carry out stimulator training for the
operation personnel within three power plants of the Company, and improve the practical operation and adaptability to changes of
plant operations personnel.
(4) The induction training of new employees: Carry out systematic and pointed job skill and professional training for the newly
recruited graduates of the company;
(5) External training project: While training for the employees of the company, the company made use of the training advantages
accumulated by the training center for gas-fired combined cycle post technology over the years to expand the post skills training
programs for external units, which not only contributed profits to the company and consolidated the own part-time teacher team, but
also trained reserve talents for the sustainable development of the company.
(6) Training of party members:The party general branch and the party branches of the company will formulate detailed and feasible
plans according to the requirements of the higher-level organizations, and actively carry out the learning activities of “two studies
and one doing” and “studying makes a stronger country” by adopting various forms such as issuing books and materials, bringing in
experts, and leading party members to go out; strictly implement the “three meetings and one class” system, and develop activities
such as “secretary teaches party lessons”. ensured the party's organizations to play a core role and the majority of party members to
play a vanguard and exemplary role through training and study.




4. Labor outsourcing

□ Applicable    √ Not applicable

                                                                  69
                                                                      深圳南山热电股份有限公司 2018 年年度报告全文




                                   Section IX. Corporate Governance

I. Corporate governance of the Company

During the reporting period, in accordance with guideline of Company Law, Securities Law, Corporate Governance Guidelines,
Stock Listing Rules and other regulatory documents, and requirements of Articles of Associations and rules of procedures, constantly
optimized the corporate governance structure, constantly maintained sound modern enterprise management system, and further
improved the right balancing mechanism of the general meeting of shareholders, board of directors and supervisory board,
standardized the operations and decision-making procedures of the general meeting of shareholders, board of directors and
supervisory board and the manager office, fulfilled important information confidentiality and information disclosure obligations,
strengthened the internal audit and risk control, made great efforts to improve governance and standardization meticulous
management, and effectively protected the interests and legitimate rights of listed companies, investors and employees.

1. Shareholders' meeting: During the reporting period, the Company held one regular shareholders’ meeting to carefully deliberate
and decide on issues which were submitted to the general shareholders’ meeting for approval. The convening of the shareholders’
meeting was legal and all decision-making processes were open, fair and just. The site voting and online voting were orderly
organized and witnessed by lawyers and the regulation where connected shareholders should be excluded from voting was strictly
implemented. Resolutions passed in shareholders’ meeting were timely disclosed to ensure the information right and voting right of
all shareholders, especially minority shareholder related to major events of the Company. The operation and management of the
Company's shareholders' meeting complied with laws and regulations. Shareholders of the Company earnestly fulfilled their
responsibilities under the Company Law and Articles of Association to regulate operations in all aspects. There were no large
shareholders and related parties who occupied or transferred the Company's funds, assets and other resources with various forms. The
fair rights of all shareholders were protected legally.



2. Board of Directors: In the report period, the Board of Directors of the Company held two regular meetings and two extraordinary
meetings to carefully research, deliberate and make decisions on significant matters within the rights of board of directors. The
convening of the meetings of the board was legal and all decision-making processes were open, fairness and justice. Four special
committees under the Board of Directors, the Strategy and Investment Committee, Nomination Committee, Audit Committee, as well
as Remuneration and Appraisal Committee are carefully deliberated relevant proposals and giving opinions and suggestions to
provide reference and support for the efficient operation and scientific decision of the BOD. All directors were in a serious and
responsible attitude to actively attend the Board meeting, made prudent decision on all resolutions and issued a clear opinion,
earnestly fulfilled their obligations of diligence, good faith and impartiality, and made efforts to safeguard the interests of the
Company and its shareholders. Independent directors played their professional advantages, upheld the objective and independent
principle and conscientiously performed their duties. They issued independent opinions on resolutions and brought forward
constructive comments and suggestions on the Company’s standardized operation and risk prevention, and paid attention to the
interests of the Company as a whole and those the shareholders of the Company, especially the legitimate interests of minority
shareholders.



3. Supervisory Committee: During the reporting period, the Supervisory Committee of the Board held two regular meetings and two
extraordinary meeting, to carefully research, deliberate and make decisions on important matters within the scope of its rights. The
convening of the meeting of supervisory board was legal and all decision-making processes were open, fairness and justice. The


                                                                 70
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文


Supervisory Committee also attended the shareholders’ meeting and board’s meeting as a nonvoting delegate and organized the spot
visit to the affiliates of the Company so as to comprehensively and deeply understand the Company's operations, management of, and
better carry out its oversight responsibilities. All supervisors of the Company actively attended all meetings of Supervisory Board and
took part in meetings of shareholders and the board of directors as nonvoting delegates, seriously considered the resolutions of the
Supervisory Board and then issued proposals on significant decisions made by shareholders’ meeting and board of directors,
efficiently supervised the legality of Company operation and management as well as the normative performance directors, and senior
management. They did perform their duties on the diligent, objective and independent basis so as to safeguard the interests of the
Company, shareholders and employees.
4. Manager Office: During the Manager Office of the Company performed their duties in strict accordance with the Company Law,
other relevant laws and regulations, the Articles of Association and other regulatory documents, established and continuously
improved the office system and internal control system, continuously optimized the work-flow and decision-making procedures,
followed the working principle of rational division of labor and strengthening cooperation, and the tent to make collectively decisions
on major issues, and tried to improve the standardization of the management level. Based on the spirit of law, integrity, loyalty and
diligence, carefully organized the production, operation and management of the Company, made great efforts to create a positive,
harmonious and aggressive corporate culture, respected and safeguarded the legitimate rights and interests of shareholders,
employees and relevant stakeholders. For the matter to be submitted to the board of directors and the shareholders’ meeting, carefully
organized research, demonstration and documentation, and strictly implemented the resolutions of the Board of Directors and the
general meeting of shareholders to ensure the effective implementation of resolutions.

5. Information disclosure and major information confidentiality system: the Company executed the major information confidentiality
system in accordance with the relevant provisions of the Company Law, Securities Law, Stock Listing Rules and other major
information security system, fulfilled its obligation of information disclosure, designated Securities Times, China Securities Journal,
Hong Kong Commercial Daily and www.cninfom.com to disclose information, and carefully disclosed information with the reporting
period and strive to improve the quality of information disclosure. During the reporting period, the Company did not provide
undisclosed information to large shareholders and actual controllers in violation of information disclosure requirements. To
strengthen the management of non-public information, the Company strictly controlled the scope of insiders, standardized
information transfer process, strictly implemented the relevant provisions of the Insiders Registration System, reported regularly
insider information and kindly reminded the insider information to strictly comply with the related regulations on insider information
confidentiality and stocks trading of the Company before the convening of the meetings of general shareholders, board of directors
and supervisory board. There were no significant information disclosures within the reporting period.



6. Investor relations management: the Company regularly counted and analyzed status of shareholders, dynamically tracked changes
in investors, carefully interviewed the visit and consultation of investors, and timely replied investor inquiries via telephone and
network. In receiving the visiting investors and replied to inquiries, the Company strictly complied with Stock Listing Rules and the
requirements for the confidentiality of other insider information, adhered to the fair, just and open principle, respected the legitimate
rights and interests of investors under the premise of not violating laws and carefully fulfilled its responsibilities of investor relations
management.


7. Internal control system and standardized management: During the reporting period, in order to better meet the company's needs for
standardized governance and efficient operation, the company has revised eight systems with governance concerned in Article of
Association, Rules of Procedure of Shareholder General Meeting and Rules of Procedure of the Board, as well as more than 20 basic
management systems and relevant business procedures in Budget Management Rule and Management Regulation on Labor Contract
for Employee. The company carried out special audit work on internal control self-evaluation, internal regular audit, departure audit
and compensation management, and business normativity of subordinate enterprise, and took active and effective measures to


                                                                    71
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文

improve existing problems and deficiencies. Strengthened the training and ideological education of directors, supervisors, senior
management personnel, and middle-level management cadres at all levels, and emphasized the performance of duties according to
law, standardized the words and deeds, and fought against corruption. The company has been striving to prevent business
management risks by continuously improving the internal control system, increasing the assessment and rewards and punishments,
and further improving the standardization of management.



Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for
listed Company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance
for listed Company from CSRC.


II. Independence of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance

The Company has not controlling shareholder. The Company is completely independent in personnel, assets, finance, business, and
institutions and is able to make independent decision and operations.
1. Personnel independence: The Company has set up an independent human resource management system and compensation &
benefits systems. All members of the management level and senior executives are full-time executives and are paid remuneration by
the Company and none of them takes other administrative posts in shareholders. Within the amount approved by the Board, the
Company independently hires or fires employees according to the management needs. The Company has established a more perfect
human resources management system, and has an independent management right.
2. Assets independence: the Company has independent production facilities and auxiliary systems, land use rights, property rights,
office facilities and equipment. Within the range authorized by the board of directors and general shareholders’ meeting, the
Company has the powers of independent acquisition and disposition of assets.
3. Financial independence: The Company has independent financial management and accounting system, is equipped with
independent financial management and accounting personnel, and establishes a relatively sound financial management system,
independent bank account and tax accounts. Within the range authorized by the board of directors and shareholders’ meeting, the
Company can made independent financial decision and there are no substantial shareholders with financial management interference,
embezzlement of funds and other circumstances.
4. Business independence: the Company independently carries out production and business activities, has set up independent and
complete production, procurement, sales channels and management system. Within the range authorized by the board of directors and
shareholders’ meeting, the Company makes its own management decisions, carries out self management and takes full
responsibilities for its own profits and losses.
5. Independent organization: The Company, in accordance with the needs of production, operation, management, followed modern
enterprise management standards and established a relatively sound organization and management structure. There were neither
interference of shareholders in the establishment and operation of the neither Company nor organization structure shared between
shareholders and the Company.




III. Horizontal competition

□ Applicable    √ Not applicable



                                                                  72
                                                                                     深圳南山热电股份有限公司 2018 年年度报告全文


IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting

1. Annual Shareholders’ General Meeting in the report period


                                                     Ratio of investor
 Session of meeting                 Type                                                Date           Date of disclosure      Index of disclosure
                                                          participation

                                                                                                                            “Resolution     Notice
                                                                                                                            of Annual General
                                                                                                                            Meeting           2017”
                                                                                                                            No.:2018-014,
Annual          General                                                                                                     published on “China
                           AGM                     38.80%                     12 April 2018          13 April 2018
Meeting of 2017                                                                                                             Securities     Journal”
                                                                                                                            “Securities     Times”
                                                                                                                            “Hong            Kong
                                                                                                                            Commercial Daily”
                                                                                                                            and Juchao Website


2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore

□ Applicable       √ Not applicable


V. Responsibility performance of independent directors

1. The attending of independent directors to Board meetings and general meeting


                       The attending of independent directors to Board Meeting and Shareholders General Meeting

                                                                 Times of
                            Times of                                                                                 Absent the
                                                              attending the                                                            Times of
                       Board meeting                                                  Times of                     Meeting for
      Independent                              Times of      Board Meeting                           Times of                          attend the
                           supposed to                                               entrusted                       the second
       Director                                Presence             by                               Absence                             general
                           attend in the                                              presence                    time in a row
                                                              communicatio                                                             meeting
                        report period                                                                                  (Y/N)
                                                                    n

Liao Nangang           4                   1                 3                   0               0               N                 1

Mo Jianmin             4                   1                 3                   0               0               N                 1

Chen Zetong            4                   1                 3                   0               0               N                 1

Explanation of absent the Board Meeting for the second time in a row
Nil


2. Objection for relevant events from independent directors

Independent directors come up with objection about Company’s relevant matters


                                                                            73
                                                                       深圳南山热电股份有限公司 2018 年年度报告全文


□ Yes √ No
No independent directors come up with objection about Company’s relevant matters in the Period


3. Other explanation about responsibility performance of independent directors

The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
Within the reporting period, in accordance with the Company Law, the Corporate Governance Guidelines, Guideline on the
Establishment of Independent Directors in Listed Companies, the Working System of Independent Directors, the Articles of
Association and other requirements of normative documents, and based on the spirit of independence, objectivity and the principle of
prudence, all independent directors of the Company conscientiously performed their duties, understood and paid attention to the
Company's business development, and deliberated and voted all resolutions submitted by the board of directors. Besides, by means of
their professional advantages in their respective fields, all independent directors deeply and prudently judged significant matters for
which the opinions of independent directors were necessary, delivered a written independent opinions and made recommendations to
safeguard the legitimate interests of the Company and all shareholders. The Board of Directors fully respected the performance of
duties by independent directors, attached great importance to and carefully accepted the views and recommendations of the
independent director. And there were no recommendations of independent directors not adopted.


VI. Duty performance of the special committees under the board during the reporting period

(i) Strategy and investment management committee
1. Attending the meeting of the Board and shareholders general meeting, keep track of the production, operation and development of
the Company
In 2018, member of the strategy and investment management committee attended the 4 meetings of the Board, one shareholders
general meeting and one work report meeting for first half year, they careful review the comprehensive documents as Work Report of
GM for year of 2017 and Integrated Business Plans for year of 2018, performing the duties and offering advice and suggestions to the
Board with purpose of keep track of the Company’s production and operation



2. Convening a meeting of strategy and investment management committee, review the Performance Report for yea of 2017 and
offering suggestion to the Board
On 20 March 2018, the 8th strategy and investment management committee holds one meeting to deliberated and approved the
Performance Report for yea of 2017, and formulated a working ideas and plans for the year of 2018.


(ii) Audit Committee


1. Attending the meeting of the Board and shareholder general meeting, keep track of the production, operation and development of
the Company and propose opinions and suggestion on financial and IC auditing


In 2018, the audit committee members of the company’s board of directors attended four board meetings, one shareholders meeting
and one work report meeting in the first half year, and carefully reviewed the integrated documents including “2017 Annual General
Manager Work Report” and “Proposal on the 2018 Annual Comprehensive Business Plan” etc. Carefully performing their duties and
creating condition for offering suggestion and plan to the Board. Furthermore, propose professional opinions in respect of the


                                                                  74
                                                                         深圳南山热电股份有限公司 2018 年年度报告全文

auditing report and documents with IC issued by the CPA.




2. Held meeting of Audit Committee and issued opinions on annual audit and other related matters.

(1) On 5 January 2018, the 8th audit committee of the Board hold one meeting voting by correspondence to deliberated and approved
the Auditing Plan for year of 2017 of Shenzhen Nanshan Power Co., Ltd. prepared by Shenzhen Branch of Ruihua CPA.
(2) On 9 Feb. 2018, the Audit Committee of the 8th Board of Directors of the Company convened the 2nd meeting to listen to the
communication matters between Ruihua Certified Public Accountants and the management during the 2017 annual audit, discussed
the important issues presented by the accountants in the process of auditing term by term, confirmed the opinions on the handling of
important issues, required the company to cooperate with the audit authority and complete the preparation work of 2017 annual audit
report in strict accordance with the requirements of the regulatory authorities.
(3) On March 20, 2018, the Audit Committee of the Board convened the 3 rd meeting to communicate with Ruihua Certified Public
Accountants about the finalization of 2017 annual audit report, and listened to the accounting firm's suggestions to the annual audit
work, the deliberation reviewed and passed the Proposal for Reviewing 2017 Annual Internal Control Evaluation Report, the
Proposal on the Company's Work Plan for 2018 Annual Internal Audit and Internal Control, the Re-engagaement of Auditing
Institution and Remuneration for year of 2017 and the 2017 Duty Performance Report of the Audit Committee of the Board etc.
(4) On 26 Oct. 2018, the audit committee of the Board hold fourth meeting voting by correspondence to deliberated and approved the
Auditing Plan for year of 2018 of Shenzhen Nanshan Power Co., Ltd. prepared by Shenzhen Branch of Ruihua CPA.


(iii) Nomination Committee
1. Attending the meeting of the Board and shareholder general meeting, keep track of the production, operation and development of
the Company
In 2018, members of the Nomination Committee attended 4 Board meetings, one shareholders’ meeting and one work report meeting
for first half year, they careful review the comprehensive documents as Work Report of GM for year of 2017 and Integrated Business
Plans for year of 2018 etc. Keep track of the Company’s production and creating condition for performing the duties and offering
advice and suggestions to the Board

2. Convened meeting of Nomination Committee deliberated the “Performance Report for year of 2017 of Nomination Committee of
the Board” and propose suggestion to the Board
On March 20, 2018, the Nomination Committee of the 8 th Board of Directors of the Company convened the 2 nd meeting, reviewed
and approved the Performance Report for year of 2017 of Nomination Committee of the Board, and formulated a working ideas and
plans for the year of 2018.


(iv) Remuneration and Appraisal Committee
1. Attending the meeting of the Board and shareholders general meeting, and propose opinions and plans on remuneration,
assessment and reward
In 2018, members of the remuneration and appraisal committee attended 4 Board meetings, one shareholders’ meeting and one work
report meeting for first half year, they careful review the documents as Work Report of GM for year of 2017 and Integrated Business
Plans for year of 2018 etc. and creating condition for offering suggestion and plan to the Board in order to performing their duties;
Furthermore, reviewing and deliberating relevant proposals with remuneration and awarding plans concerned, keep eyes on the
implementation of remuneration and propose suggestion; organized activities of formulating relevant reward programs and supervise
the implementation, which conscientiously fulfill the obligation of diligence and duties.




                                                                   75
                                                                      深圳南山热电股份有限公司 2018 年年度报告全文




2. Held meeting of Remuneration and Appraisal Committee, deliberated the resolution on the provision of annual remuneration and
relevant rewards with appraisal concerned, and make recommendations for the Board of Directors
On March 20, 2018, the Remuneration and Appraisal Committee of the 8th Board of Directors convened 1st meeting to listen to the
Report on the Implementation of the 2017 Remuneration Withdrawal and Appraisal Program, reviewed and approved the Proposal on
the 2018 Remuneration Withdrawal and Appraisal Program, the Proposal for Rewarding the Special Award for year of 2017 and
Duty Performance Report of the Remuneration and Appraisal Committee of the Board for 2017, and put forward professional
opinions and suggestions for the next year's work.




VII. Works from Supervisory Committee

The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period


VIII. Examination and incentives of senior management

The Remuneration and Evaluation Committee of the Board is responsible for setting down and supervision implementation the
appraisal and remuneration system of Company managers and other senior management personnel to develop, established the
remuneration incentive mechanism liked with operation performance. At the beginning of the year, according to the annual operation
target, core tasks and post ranks of senior management, and in comprehensive consideration of the industrial and regional
remuneration level, research and determine the total amount of remuneration and the remuneration and appraisal standard of senior
management. After the year ends, determine the annual remuneration granting standard and incentive scheme in accordance with the
appraisal of completion of operation performance and in combination of the performance of duties of senior management.


IX. Internal Control

1. Details of major defects in IC appraisal report that found in reporting period

□ Yes √ No


2. Appraisal Report of Internal Control


Disclosure date of full internal control
                                               28 March 2019
evaluation report

Disclosure index of full internal control “Audit report of internal control for year of 2018” published on Juchao Website
evaluation report                              (www.cninfo.com.cn)

The ratio of the total assets of units
included in the scope of evaluation
                                               100.00%
accounting for the total assets on the
Company's        consolidated      financial

                                                                 76
                                                                        深圳南山热电股份有限公司 2018 年年度报告全文


statements

The ratio of the operating income of units
included in the scope of evaluation
accounting for the operating income on the 100.00%
Company's        consolidated    financial
statements

                                                    Defects Evaluation Standards

                  Category                                 Financial Reports                              Non-financial Reports

                                             Major defects: under major operational Major defects: under major operational
                                             activities, there are major defects in several activities, there are major defects in
                                             companies which are consolidated into the several           companies    which    are
                                             preparation of financial statements, or there consolidated into the preparation of
                                             are major defects in few of companies which financial statements, or there are major
                                             are consolidated into the preparation of defects in few of companies which are
                                             financial statements but the Company with consolidated into the preparation of
                                             major defect are the main one participating financial statements but the Company
                                             into such major operation activities;              with major defect are the main one
                                                                                                participating into such major operation
                                             Substantial defects: under major operational
                                                                                                activities;
                                             activities, there are substantial defects in few
                                             of companies which are consolidated into the Substantial          defects:       under   major
                                             preparation of financial statements, or there operational activities, there   are
                                             are moderate defects in several companies substantial defects in few of companies
                                             which are consolidated into the preparation which are consolidated into the
                                             of financial statements but the Company preparation of financial statements, or

Qualitative criteria                         with major defect are the main on there are moderate defects in several
                                             participating into such major operation companies which are consolidated into
                                             activities; or there are moderate defects in the preparation of financial statements
                                             few of companies which are consolidated but the Company with major defect are
                                             into the preparation of financial statements the main on participating into such major
                                             but the Company with moderate defect are operation activities; or there are
                                             the main one participating into such major moderate defects in few of companies
                                             operation activities;                      which are consolidated into the
                                                                                                preparation of financial statements but
                                             General defects: under major operational
                                                                                                the Company with moderate defect are
                                             activities, there are moderate defects in few
                                                                                                the main one participating into such
                                             of companies which are consolidated into the
                                                                                                major operation activities;
                                             preparation of financial statements, and the
                                             Company with moderate defects is not the General defects: under major operational
                                             main one participating into the major activities, there are moderate defects in
                                             operational activities; or there are only few of companies which are consolidated
                                             general defects in companies which are into the preparation of financial
                                             consolidated into the preparation of financial statements, and the Company with
                                             statements; there are no internal control moderate defects is not the main one

                                                                   77
                                                                          深圳南山热电股份有限公司 2018 年年度报告全文


                                               defects in major operational activities and participating into the major operational
                                               there are only internal control defects in activities; or there are only general
                                               minor operational activities.                 defects in companies which are
                                                                                             consolidated into the preparation of
                                                                                             financial statements; there are no internal
                                                                                             control defects in major operational
                                                                                             activities and there are only internal
                                                                                             control defects in minor operational
                                                                                             activities.

                                               Major defects: mistaken amount ≥total assets Major defects: amount of direct loss
                                               in consolidated financial statement×0.5%     ≥total assets in consolidated financial
                                                                                             statement ×0.5%
                                               Substantial defects: total assets in
                                               consolidated financial                        Substantial defects: total assets in
                                               statement×0.2%≤mistaken amount< total       consolidated financial statement×0.2%≤
Quantitative standard
                                               assets in consolidated financial              amount of direct loss< total assets in
                                               statement×0.5%                               consolidated financial statement×0.5%

                                               General defect: mistaken amount