深圳南山热电股份有限公司 2019 年第三季度报告正文 Stock Code: 000037, 200037 No.: 2019-057 Short Form of Stock: Shen Nan Dian A, Shen Nan Dian B Shenzhen Nanshan Power Co., Ltd. Text of Third Quarterly Report 2019 1 深圳南山热电股份有限公司 2019 年第三季度报告正文 Section I. Important Note Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All Directors are attended the Board Meeting for Quarterly Report deliberation. Chairman Li Xinwei, person in charge of the Company, Director GM Chen Yuhui, person in charge of accounting works and CFO Dai Xiji as well as Deputy Manager Wang Yi (act for the financial management dept.), person in charge of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. Concerning the forward-looking statements with future planning involved in the Semi-Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. The report has been prepared in both Chinese and English, for any discrepancies, the Chinese version shall prevail. Please read the full report seriously. 2 深圳南山热电股份有限公司 2019 年第三季度报告正文 Section II Basic information of Company I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes √No Current period-end Period-end of last year Increase/decrease Total assets (RMB) 3,376,037,319.78 3,307,148,289.92 2.08% Net assets attributable to shareholders of listed company 1,986,395,333.79 1,977,871,851.51 0.43% (RM B) Increase/decrease in Increase/decrease in From year-begin to comparison with Current period comparison with same end of the Period year-begin to period of last year Period-end of last year Operating revenue (RM B) 408,965,405.06 -24.28% 817,090,021.44 -49.56% Net profit attributable to shareholders of the listed company 33,806,673.10 371.94% 8,523,482.28 -77.07% (RM B) Net profit attributable to shareholders of the listed company 32,161,272.48 463.61% 4,054,761.65 -88.28% after deducting non-recurring gains and losses (RM B) Net cash flow arising from -- -- 83,562,330.43 -54.18% operating activities (RM B) Basic earnings per share 0.06 500.00% 0.01 -83.33% (RM B/Share) Diluted earnings per share 0.06 500.00% 0.01 -83.33% (RM B/Share) Weighted average ROE 1.72% 377.78% 0.43% -77.13% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RM B Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the -401,997.12 Abandonment loss of fixed assets write-off that accrued for impairment of assets) 3 深圳南山热电股份有限公司 2019 年第三季度报告正文 Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to Government grants are amortized 4,814,245.06 national standards, which are closely relevant to enterprise’s with assets concerned business) Other non-operating income and expenditure except for the 99,267.48 aforementioned items Less: impact on income tax 58,566.03 Impact on minority shareholders’ equity (post-tax) -15,771.24 Total 4,468,720.63 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. State ment of the total shareholders and s hares-held of top ten shareholders at end of the Period 1. Common and preferred stockholders with voting rights recover and the top ten share -holding In Share Total preferred stockholders Total common shareholders at the with voting rights recover at 25,172 0 end of report period the end of report period (if applicable) Top ten share-holding Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held HONG KONG NAM HOI Foreign corporate 15.28% 92,123,248 (INTERNATION AL) LTD. Shenzhen Guangju State-owned 12.22% 73,666,824 Industrial Co., corporate Ltd. SHENZHEN State-owned 10.80% 65,106,130 4 深圳南山热电股份有限公司 2019 年第三季度报告正文 ENERGY corporate (GROUP) CO., LTD. Gaohua-HSBC -GOLDM AN, Foreign corporate 2.13% 12,839,723 SACHS & CO.LLC BOCI SECURITIES Foreign corporate 1.78% 10,723,049 LIM ITED Domestic nature Liu Fang 1.48% 8,921,888 person State-owned CM S (HK) 1.40% 8,442,728 corporate Domestic nature Zeng Ying 1.26% 7,602,400 person M ei Yi Domestic Investment non-state-owned 0.86% 5,207,600 Property Co., Ltd. legal person LI SHERYN Overseas nature 0.79% 4,790,390 ZHAN M ING person Particular about top ten shareholders with un-restrict shares held Amount of unrestricted shares held at reporting Type of shares Shareholders’ name period-end Type Amount Domestically HONG KONG NAM HOI 92,123,248 listed foreign 92,123,248 (INTERNATIONAL) LTD. shares Shenzhen Guangju Industrial Co., RM B ordinary 73,666,824 73,666,824 Ltd. shares SHENZHEN ENERGY (GROUP) RM B ordinary 65,106,130 65,106,130 CO., LTD. shares Gaohua-HSBC-GOLDMAN, RM B ordinary 12,839,723 12,839,723 SACHS & CO.LLC shares Domestically BOCI SECURITIES LIM ITED 10,723,049 listed foreign 10,723,049 shares RM B ordinary 5,861,088 Liu Fang 8,921,888 shares Domestically 3,060,800 5 深圳南山热电股份有限公司 2019 年第三季度报告正文 listed foreign shares Domestically CM S (HK) 8,442,728 listed foreign 8,442,728 shares Domestically Zeng Ying 7,602,400 listed foreign 7,602,400 shares M ei Yi Investment Property Co., RM B ordinary 5,207,600 5,207,600 Ltd. shares Domestically LI SHERYN ZHAN M ING 4,790,390 listed foreign 4,790,390 shares 1. Shenzhen Energy (Group) Co., Ltd. holds 100% equities of HONG KONG NAM HOI Explanation on associated (INTERNATIONAL) LTD indirectly; 2. Among other social public shareholders, the relationship among the top ten Company did not know whether there were associated relationships or belonging to consistent shareholders or consistent action actors. Explanation on top ten common shareholders involving margin Among the top ten shareholders, M s. Liu Fang holds 3,346,188 shares through credit business (if applicable) transaction guarantee securities account Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □Yes √No Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in reporting period 2. Total of shareholders with preferred stock held and the top ten shareholdings □Applicable √Not applicable 6 深圳南山热电股份有限公司 2019 年第三季度报告正文 Section III. Important events I. Particular about major changes from ite ms of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable 1. Closing number of accounts receivable counted as 198.9568 million Yuan, increased 50.24% over that of year-beginning, mainly because the account receivable for electricity and engineering increased; 2. Closing number of account paid in advance counted as 74.2613 million Yuan, increased 38.40% over that of year-beginning, mainly because the account paid in advance for natural gas increased; 3. Closing number of construction in process counted as 61.4591 million Yuan, decreased 25.37% over that of year-beginning, mainly because the construction in process transfer to fixed assets; 4. Closing number of accounts payable counted as 33.9624 million Yuan, increased 87.99% over that of year-beginning, mainly because the account payable for natural gas increased; 5. Closing number of wages payable counted as 39.5980 million Yuan, decreased 11.83% over that of year-beginning, mainly because the wages payable for employees declined; 6. Operation revenue counted as 817.09 million Yuan in the Period, decreased 49.56% on a y-o-y basis, mainly because the revenue from electricity sales declined; 7. Operation cost counted as 721.3131 million Yuan in the Period, decreased 50.97% on a y-o-y basis, mainly because the volume of power generation declined, than the costs declined correspondingly; 8. Taxes and surcharge counted as 4.6025 million Yuan in the Period, decreased 41.34% on a y-o-y basis, mainly because the VAT surcharges declined; 9. Sales expenses counted as 4.4944 million Yuan in the Period, increased 59.95% on a y-o-y basis, mainly because the transportation charge for sludge treatment increased; 10. Financial expenses counted as 16.9741 million Yuan in the Period, decreased 44.97% on a y-o-y basis, mainly because average financing rate declined; 11. Non-operation revenue counted as 0.1454 million Yuan in the Period, increased 1723.10% on a y-o-y basis, mainly because revenue from waste and aged materials disposal increased; 12. Non-operation expenditure counted as 0.0461 million Yuan in the Period, decreased 94.98%% on a y-o-y basis, mainly because loss on non-current assets declined; 13. Net cash flow from operation activities counted as 83.5623 million Yuan in the Period, decreased 54.18% on a y-o-y basis in net inflow, mainly because revenue from electricity fee declined; 14. Net cash flow from investment activities counted as (48.0896) million Yuan in the Period, decreased 58.26% on a y-o-y basis in net out-flow, mainly because the expenditure from technology reform declined and purchase of fixed assets decreased; 15. Net cash flow from financing activities counted as 12.0844 million Yuan in the Period, decreased 95.82% on a y-o-y basis, mainly because net financing amount declined. 7 深圳南山热电股份有限公司 2019 年第三季度报告正文 II. Progress and influence of the main events as well as solution analysis specification √ Applicable □ Not applicable 1. T102-0011, T102-0155 land related matters.During the reporting period, the Announcement of Shenzhen Municipal Bureau of Planning and Natural Resources Issued a Notice on Shenzhen’s 2019 Urban Renewal and Land Reconditioning Plan was released on the website of Shenzhen Government Online. In accordance with the Shenzhen’s 2019 Urban Renewal and Land Reconditioning Plan and relevant contents of attached table, as the ;and reconditioning plan of Qianhai cooperation zone for year of 2019, the lands owned by Nanshan Power Plant of the Company are included in the reconditioning plan (found more in the Notice of Shenzhen’s 2019 Urban Renewal and Land Reconditioning Plan issued by Shenzhen Municipal Bureau of Planning and Natural Resources (Notice No.: 2019-041) released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website). Upon learning of the above, the Company submitted the “Application of revised the land planning for lands of Nanshan Power Plant” to Shenzhen Qianhai Administration Bureau and relevant government authority immediately, and put forward the principle of win-win cooperation based on respect for history again. Learn from the experience of other blocks in Qianhai Area, change the land plann ing of Nanshan Power Plant’s lands, and protect the legitimate rights and interest of the shareholders in a better way. Hereafter, the Company received a “Reply from Shenzhen Qianhai Administration Bureau on Relevant Matters with Land Planning Concerned of Nanshan Power Plant” (hereinafter referred to as Reply), and made a reply to plannings and land storage matters correspondingly. As for the requirement on changing the planning, the Reply said: “According to the Comprehensive Planning of China (Guangdong) Pilot Free Trade Zone Shenzhen Qianhai Shekou Area and Surrounding Areas of Da Nanshan and Xiao Nanshan” (hereinafter referred to as Qianhai Shekou Free Trade Comprehensive Planning), the lands of Nanshan Power Plant was planning for public facilities, public open space and roads; the plan calls for speeding up the relocation of Nanshan Power Plant. During the period of the public for Qianhai Shekou Free Trade Comprehensive Planning (Draft), we have received the opinions from your Company and research and handling the opinions according to procedures, the Plan clearly pointed out that the lands of Nanshan Power Plant will implement in line with the purpose of public facilities, public open space and roads”. The Company, will continues to follow the relevant conditions closely under the participation and cooperation of legal counsel, make every efforts to protect the legitimate rights and interest of the listed company and all shareholders. 2. Matters of public listing transfer of 70% equity of Shen Nan Dian Dongguan Company. On 30 July 2019, the Proposal of Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co., Ltd was deliberated and approved by the 7th extraordinary meeting of 8th BOD, the 70% equity of Shen Nan Dian Dongguan Company, directly and indirectly held by the Company, are agreed to transfer with valuation of 83.2992 million Yuan by public listing. In the spirit of the BOD’s resolution, on 4 September 2019, the Company listed the 70% equity of Shen Nan Dian Dongguan Co publicly on Shenzhen United Property Exchange with 20 working days for listing. During the period of listing, Shenzhen Gas Corporation Ltd propose the cooperation intention, and hopes to carry out strategy cooperation in aspect of natural gas resources with Shen Nan Dian Dongguan Company. After careful consideration, in line with the purpose of maximizing the interest of listed companies, on 15 September, the Proposal to Suspend the Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co., Ltd was deliberated and approved by 8th extraordinary meeting of 8th BOD, the Company are agreed to suspend the 70% equity transfer on public listing, and restart relevant equity transfer matters when appropriate in line with the follow -up business status and relevant information. (found more in the Proposal of Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co., Ltd and the 8 深圳南山热电股份有限公司 2019 年第三季度报告正文 Proposal to Suspend the Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co., Ltd (Notice No.: 2019-040, 2019-051) released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website). In addition to the above matters, the refund collection works of “Project Technical Reform Benefit Fund” and the Xinjiang Aid Project of Guangdong Province participated in 2013 is have no further progress in the reporting period Implementation progress of shares buy -back □ Applicable √ Not applicable Implementation progress of the reduction of repurchases shares by centralized bidding □ Applicable √ Not applicable III. Commitme nts that the company, shareholders, actual controlle r, offeror, directors, supervisors, senior manage ment or other related pa rties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period □ Applicable √ Not applicable There are no commitments that the company, shareholders, actual controller, offeror, directors, supervisors, senior management or other related parties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period. IV. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. V. Trust financing □ Applicable √ Not applicable The Company had no trust financing in Period. VI. Particulars about de rivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and intervie w in the report period √ Applicable □Not applicable Contents discussed and material Time Way Type provided 9 深圳南山热电股份有限公司 2019 年第三季度报告正文 July – Sept. 2019 Field research Person (8) Inquiry of register of shareholders Relevant matters of Shen Nan Dian Question Reply on July – Sept. 2019 Person (14) Dongguan Company, number of Interactive Easy shareholders and reply on written Relevant matters of Shen Nan Dian Dongguan Company, relevant matters July – Sept. 2019 Telephone communication Person (many times) with land concerned of Nanshan Power Plant, oral reply and no materials required VIII. External security against the rules □ Applicable √ Not applicable The Company has no external security against the rules in the Period. IX. Controlling share holders' and its related party's non-business capital occupying of the listed company □ Applicable √ Not applicable There are no controlling shareholders' and its related party's non-business capital occupying of the listed company . 10