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
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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.
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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.
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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
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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
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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,
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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
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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
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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
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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
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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
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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
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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.
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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
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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.
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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
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ental Contrac
agreeme t
nt on 22 Renewa
Aug. l”
2017, release
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renewin China
g the Securiti
validity es
of the Journal
master ,
agreeme Securiti
nt for es
one year Times,
Hong
Kong
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rcial
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and
Juchao
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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
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(Notice
No.:
Comp 2014-0
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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
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ny, Natu decide decide Not contract c
Gas 14 May
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Power Gas h consult able in sure
Ltd.
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ny tation by n ement
by supple s
supple mental
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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.
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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
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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
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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
