深圳南山热电股份有限公司 2020 年年度报告全文
Stock Code: 000037, 200037 Short Form of Stock: Shen Nan Dian A, Shen Nan Dian B No.: 2021-009
深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2020
March 2021
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深圳南山热电股份有限公司 2020 年年度报告全文
Section I. Important Notice, Contents and Interpretation
Board of Directors, Supervisory Committee, all directors, supervisors and senior
officers of Shenzhen Nanshan Power Co., Ltd. (hereinafter, the Company)
guarantee that the Annual Report contains no misrepresentations, misleading
statements or material omissions, and 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 Shang Ying(act for
financial works) guarantee that the Financial Report of the annual report
disclosed is truthful, accurate and complete.
All directors are attended the Board Meeting for annual report deliberation.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either for the year.
Concerning the forward-looking statements with future planning involved in the
Annual Report, they do not constitute a substantial commitment for investors.
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 2020 年年度报告全文
Contents
Section I Important Notice, Contents and Interpretation .............................................................. 2
Section II Company Profile and Main Financial Indexes .............................................................. 6
Section III Summary of Company Business .................................................................................. 11
Section IV Discussion and Analysis of the Operation ................................................................... 14
Section V Important Events ............................................................................................................ 35
Section VI Changes in shares and particular about shareholders ............................................... 52
Section VII Preferred Stock ............................................................................................................ 59
Section VIII Convertible Bonds ...................................................................................................... 60
Section IX Particulars about Directors, Supervisors, Senior Officers and Employees ............. 61
Section X Corporate Governance ................................................................................................... 72
Section XI Corporate bonds ............................................................................................................ 83
Section XII Financial Report .......................................................................................................... 84
Section XIII Documents available for referenc ........................................................................... 196
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深圳南山热电股份有限公司 2020 年年度报告全文
Interpretation
Items Refers to Contents
Company, the Company, Shen Nan Dian, The Shenzhen Nanshan Power Co., Ltd.
Refers to
listed company
CSRC Refers to China Securities Regulatory Commission
State-owned Assets Supervision and Administration Commission of
SASAC of Shenzhen Municipal Refers to
the People’s Government of Shenzhen Municipal
Shenzhen Capital Holdings Co., Ltd., the name before changed on 3
Shenzhen Capital Holdings Refers to
March 2020 was Shenzhen Capital Co., Ltd.
SZ Energy Group Refers to Shenzhen Energy Group Co., Ltd.
Shenzhen Gas Refers to Shenzhen Gas Group Co., Ltd.
Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Formerly Shen Nan Dian (Dongguan) Weimei Electric Power Co.,
Ltd, and changed its name to Dongguan Shenran Natural Gas
Dongguan Company Refers to
Thermal Power Co., Ltd after 70% equity was agreed to transferred
by the Company
Shen Nan Dian Engineering Company Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.
Shen Nan Dian Environment Protection
Refers to Shenzhen Shen Nan Dian Environment Protection Co., Ltd.
Company
Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd
New Power Company Refers to Shenzhen New Power Industrial Co., Ltd.
Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd.
Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co., Ltd.
Zhongshan Nanlang Power Plant of Shen Nan Dian (Zhongshan)
Zhongshan Nanlang Power Plant Refers to
Electric Power Co., Ltd.
Formerly the Dongguan Gaobu Power Plant of Shen Nan Dian
Dongguan Gaobu Power Plant Refers to (Dongguan) Weimei Electric Power Co., Ltd (now renamed as
Dongguan Shenran Natural Gas Thermal Power Co., Ltd)
Audit institution, LIXINZHONGLIAN, LIXINZHONGLIAN CPAS (SPECIAL GENERAL
Refers to
accounting organ PARTNERSHIP)
Company Law Refers to Company Law of the People’s Republic of China
Securities Law Refers to Securities Law of the People’s Republic of China
Rules Governing the Listing of Stocks Refers to Rules Governing the Listing of Stocks on Shenzhen Stock Exchange
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深圳南山热电股份有限公司 2020 年年度报告全文
Articles of Association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, the rest of the
Yuan, ten thousand Yuan, one hundred million Refers to monetary unit is RMB Yuan, ten thousand Yuan,one hundred million
Yuan
Reporting period Refers to 1 January 2020 to 31 December 2020
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深圳南山热电股份有限公司 2020 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 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 to the BOD 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 CSRC 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 2020 年年度报告全文
Nanshan District, Shenzhen, Guangdong Province
IV. Registration changes of the Company
Organization code 91440300618815121H
Changes of main business since listing (if
N/A
applicable)
Previous changes of controlling
No controlling shareholder
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA LIXINZHONGLIAN CPAS (SPECIAL GENERAL PARTNERSHIP)
1-1-2205-11, North Zone, Financial and Trade Center, No. 6865, Asia Road, Pilot Free Trade
Offices add. for CPA
Zones (Dong-jiang Free Trade Port Zone), Tianjin
Signing Accountants Liu Xinfa, Cao Wei
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
□ 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
2020 2019 Changes over last year 2018
Operating income (RMB) 985,253,831.58 1,222,577,954.53 -19.41% 1,884,937,109.00
Net profit attributable to
shareholders of the listed Company 64,024,291.32 24,900,956.73 157.12% 19,253,766.12
(RMB)
Net profit attributable to
shareholders of the listed Company
7,601,038.59 14,685,745.16 -48.24% -13,515,247.29
after deducting non-recurring gains
and losses (RMB)
Net cash flow arising from
260,725,409.02 202,943,908.61 28.47% 236,563,160.38
operating activities (RMB)
Basic earnings per share
0.1062 0.0413 157.14% 0.0319
(RMB/Share)
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深圳南山热电股份有限公司 2020 年年度报告全文
Diluted earnings per share
0.1062 0.0413 157.14% 0.0319
(RMB/Share)
Weighted average ROE 3.15% 1.25% 1.90% 0.98%
Changes over end of
Year-end of 2020 Year-end of 2019 Year-end of 2018
last year
Total assets (RMB) 3,020,830,930.06 3,219,261,720.55 -6.16% 3,307,148,289.92
Net assets attributable to
shareholder of listed Company 2,054,741,847.64 2,002,772,808.24 2.59% 1,977,871,851.51
(RMB)
The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and the
audit report of last year shows that the ability to continue operating is uncertain
□Yes √No
The lower one of net profit before and after deducting the non-recurring gains/loses is negative
□Yes √No
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/CNY
First quarter Second quarter Third quarter Fourth quarter
Operating income 228,717,033.81 289,433,572.40 286,084,887.31 181,018,338.06
Net profit attributable to
-14,023,020.62 66,063,519.04 76,089,903.65 -64,106,110.75
shareholders of the listed Company
Net profit attributable to
-19,987,886.90 30,137,617.32 69,619,698.52 -72,168,390.35
shareholders of the listed Company
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深圳南山热电股份有限公司 2020 年年度报告全文
after deducting non-recurring gains
and losses
Net cash flow arising from
22,023,624.41 47,912,937.05 140,653,281.35 50,135,566.21
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 non-recurring (extraordinary) profit (gains)/loss
√Applicable □ Not applicable
In RMB/CNY
Items 2020 2019 2018 Note
The investment
Gains/losses from the disposal of income obtained from
non-current asset (including the write-off -1,144,118.91 -527,109.02 the sale of 70% equity
that accrued for impairment of assets) of Dongguan
Company
Receive
Governmental subsidy calculated into
unemployment
current gains and losses(while closely
insurance premium
related with the normal business of the
13,833,445.53 6,402,848.81 5,124,971.79 refunds and
Company, excluding the fixed-amount or
apportionment of
fixed-proportion governmental subsidy
government subsidies
according to the unified national standard)
related to assets
Revert other payable
Gains/losses of debt restructuring 7,593,783.90 that are not required to
be paid
Gains/losses arising from contingency that
Reversal of the
without relation with the normal operation 6,584,816.78
accrual liabilities
business of the Company
Switch back of the impairment for
receivables and contract assets that has 12,000.00
impairment test independently
Other non-operating income and expenditure
-118,229.62 5,578,877.22 37,044,913.53
except for the aforementioned items
Income from disposal
Other gains/losses items that meets the of the 70% equity of
33,534,881.55
definition of non-recurring gains/losses Dongguan Company
in the Year
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深圳南山热电股份有限公司 2020 年年度报告全文
Less: impact on income tax 152,683.61 195,823.19 6,525,056.89
Impact on minority shareholders’
3,708,642.89 1,055,582.25 2,875,815.02
equity (post-tax)
Total 56,423,252.73 10,215,211.57 32,769,013.41 --
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
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 2020 年年度报告全文
Section III. Summary of Company Business
I. Main businesses of the Company in the reporting period
The Company shall comply with the disclosure requirements of Guidelines of Information Disclosure for Industry on Shenzhen
Stock Exchange No.15- Listed Companies are Engaged in Electricity-related Business
The company is specialized in power and thermal supply, as well as providing technical consulting and technical services for power
stations. At the end of reporting period, the Company holds two wholly-owned and holding gas turbine plants, which equipped with
five sets of 9E gas steam combined cycle power generating units, with total installed capacity up to 900,000 KW (Nanshan Power
Factory: 3×180000KW, Zhongshan Nanlang Power Plant: 2×180000KW).The two gas turbine plants are located in the power-load
center of the Pearl River Delta, and it is the main peak-regulating power supply in the region which is currently in normal production
and operation state.
During the reporting period, the company's main power business faced many difficulties such as the spread of the COVID-19
epidemic, the reduction of the benchmark electricity price on the grid, and the further increase of the electricity market transaction
electricity sold below the benchmark electricity price on the grid. In order to minimize the negative impact of the external
environment on the company’s business performance, the company has implemented a series of business layout and management
changes with innovative thinking and perseverance, clarified annual business objectives and policies, and adopted targeted major
measures. On the basis of safety production management, we have continuously strengthened economic operation management, and
conformed to the trend of accelerating the process of power market reform in Guangdong Province. We organized two subordinate
power plants to actively participate in the marketing competition and achieved good results, which created favorable conditions for
achieving the goal of operating profitability. In 2020, the two subordinate power plants totally completed electricity quantity (on-grid
electricity quantity + electricity marketing quantity) of 2.127 billion KWH,the actual on-grid electricity quantity of 874 million KWH
and electricity marketing quantity of 1.253 billion KWH.Completion of the electricity for subordinate power plants are as: Nanshan
Power Factory completed 761 million KWH of on-grid electricity and electricity marketing quantity of 379 million KWH,the full
electricity quantity totaled 1.14 billion KWH;Zhongshan Nanlang Power Plant completed 113 million KWH of on-grid electricity
and electricity marketing quantity of 874 million KWH,the full electricity quantity totaled 987 million KWH.
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 132,600 tons, which realized the reduction and harmless treatment of sludge and the comprehensive utilization of
resources.
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深圳南山热电股份有限公司 2020 年年度报告全文
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Equity assets have 20.30% increased, mainly due to the outbound investment for Zhuhai Hengqin Zhuozhi
Equity assets
Investment Partnership (Limited Partnership) during the reporting period
Fixed assets have 33.00% declined, mainly due to the sale of 70% equity of Dongguan Company in the reporting
Fixed assets
period, and Dongguan Company was no longer included in consolidate scope at period-end.
Intangible assets have 51.55% declined, mainly due to the sale of 70% equity of Dongguan Company in the
Intangible assets
reporting period, and Dongguan Company was no longer included in consolidate scope at period-end.
Construction in process has 35.64% declined, mainly due to the sale of 70% equity of Dongguan Company in the
Construction in
reporting period, and Dongguan Company was no longer included in consolidate scope at period-end; and the
process
accrual of assets impairment for cogeneration project.
Account Account receivable has 52.12% declined, mainly due to the sale of 70% equity of Dongguan Company in the
receivable reporting period, and Dongguan Company was no longer included in consolidate scope at period-end.
Account paid in Account paid in advance has 57.80% declined, mainly due to the sale of 70% equity of Dongguan Company in
advance the reporting period, and Dongguan Company was no longer included in consolidate scope at period-end.
Other current Other current assets have 106.02% increased, mainly due to the increase in purchasing financial products during
assets the Period.
Account payable Account payable has 53.17% declined, mainly due to the payable for natural gas.
Tax payable has 64.97% declined, mainly due to the sale of 70% equity of Dongguan Company in the reporting
Tax payable
period, and Dongguan Company was no longer included in consolidate scope at period-end.
Other account Other account payable has 38.16% declined, mainly due to the sale of 70% equity of Dongguan Company in the
payable reporting period, and Dongguan Company was no longer included in consolidate scope at period-end.
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
In recent years, due to the impact of the macroeconomic situation and the common problems of gas turbine generating 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 three decades and thanks to the strong support from major shareholders, and the management
innovations adopted by new session of the Board and leading group, it has laid a necessary foundation for the Company to survive
and seeking transformation and development. During the reporting period, the company's core competitiveness has not undergone
major changes, and all competitiveness elements have developed in a balanced manner. The company's overall competitiveness has
been further consolidated and improved, and there have been no major changes that may affect the company's future operations.
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深圳南山热电股份有限公司 2020 年年度报告全文
1. A mature and completed governance structure & a rigorous and standardized risk-control mechanism.As a listed company with
over 20-year baptism in securities market on the main board, the Company has been strictly in accordance with the Company Law,
Securities Laws, Rules Governing the Listing of Stocks and relevant requirements of laws and regulations of the CSRC and
Shenzhen Stock Exchange, and continuously improved the corporate governance and regulated the operation. The “Three Meetings”
operation was normative and efficient, and the internal management was streamlined and orderly. Meanwhile, the Company
continuously reinforcing the supervision and auditing role on standard operation and internal control of the listed company played by
supervisory committee and auditing authority; effectively prevent and avoid the risks while improving the management and
decision-making efficiency.
2. Hard-working and innovative management culture, and pragmatic and efficient operating mechanism. Combining its own actual
situation,the Company has broken the barriers of the original traditional business model, and greatly improved the decision-making
efficiency and work performance by establishing four major operation and management centers, including a power sales center, a
fuel center, a financial center, and an information center, innovating the management model of production coordination and safety
supervision, and effectively integrating business resources; the Company set up a capital (operation) center and set up an
accounting sharing center to comprehensively balance the improvement of production, operation and management efficiency; and
establish a science & technology innovation committee with purpose of stimulating the enthusiasm of majority of the employees to
study technology, improve themselves and innovate continuously, the supervision and management of production technology have
achieved a new step. While the Company built an efficient operating mechanism, the leadership team served as role models,
combined a series of effective management measures, such as deepening human resources reform and the "military order" assessment
mechanism, advocated and built the management culture of unity, hard work, innovation and enterprise throughout the Company,
which laid a good management foundation for the Company to deeply explore its internal potential and actively seek external
opportunities.
3. A loyal and dedicated management team & professional and progressive technical personnel. With more than 30 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 technical experts and professionals in the gas turbine
industry, accumulated rich experience in the construction and operation management of gas turbine power plants.In order to adapt to
the market situation of the further propulsion of the electricity trading market-oriented reform in Guangdong Province, the Company
formed a team of professionals to study the electricity trading strategy and build a mathematical model of electricity trading. It
accumulated rich experience in electricity marketing, which laid a solid foundation for the Company to actively respond to the
electricity market reform.Further more, 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 2020 年年度报告全文
Section IV. Discussion and Analysis of the Operation
I. Introduction
2020 marks the 40th anniversary of the establishment of the Shenzhen Special Economic Zone, and is the final year of the "13th
Five-Year Plan" and also an extraordinary year. Facing the severe test brought by the COVID-19 epidemic and the complex and
changeable domestic and foreign environment, under the strong leadership of the Party Central Committee with Comrade Xi Jinping
at the core, the whole country has coordinated the promotion of epidemic prevention and control and the economic and social
development work, the situation of epidemic prevention and control has continued to improve, and economic operations have been
steadily recovering. The power industry has resolutely implemented the decisions and deployments of the Party Central Committee
and the State Council to provide a solid power guarantee for the prevention and control of the epidemic and the resumption of work,
production, business, and market resumption of the entire society. Faced with the double test of the impact of the epidemic and the
industry situation, the company forged ahead against the trend, strictly implemented the deployment and requirements of
governments at all levels and higher-level units, conscientiously implemented epidemic prevention and control, at the same time,
overcame difficulties to do a good job in production and operation management, and went all out to minimize the negative impact of
the epidemic on the company. After the full resumption of work and production, the company has stepped up efforts to focus on safe
production, stock operation, and transformation development. Under the premise of ensuring safety and epidemic prevention and
control, the company has achieved good results in all aspects of production, operation, and management.
After the test of the epidemic at the beginning of the year, the social economy continued to recover, and the electricity consumption
and power load of the whole society in Guangdong Province continued to grow. In 2020, the total electricity consumption of the
whole society in Guangdong Province was 692.6 billion kWh, an increase of 3.44% on a year-on-year basis (data from China Electric
Power News); the total electricity consumption of Shenzhen was 98.3 billion kWh, a year-on-year increase of 1.06% (data from
Shenzhen Power Supply Bureau), which hit a new high. The company's subordinate Nanshan Power Factory and Zhongshan Nanlang
Power Plant actually completed 874 million kilowatt-hours of on-grid power, an increase of 13.4% on a year-on-year basis; the
average annual utilization hours of the generator sets of the two power plants were 986 hours, and the average annual plant power
consumption rate was 3.43%. In 2020, the full-process operation of the Guangdong Power Spot Market continued to advance, and the
scale of market-based electricity trading continued to expand, with a total of 248.9 billion kWh of transactions, a year-on-year
increase of 30% (data from the website of Guangdong Power Exchange Center). During the reporting period, Nanshan Power Factory
and Zhongshan Nanlang Power Plant signed a total of 1.529 billion kWh of bilateral negotiated contracts for 2020, a year-on-year
increase of 35.91%; the two power plants sold a total of 803 million kWh of electricity, a year-on-year decrease of 1.56%.
During the reporting period, the company continued to take the "1+5" strategic road map as the guide, and made every effort to
promote the implementation of the "125" project. For the company's normal operation and sustainable development, the company
worked hard to move forward, effectively did a good job in the epidemic prevention and control and the safe production,
simultaneously advanced stock operation and transformation development, ensured the safety and health of all employees and
all-round safety and order, and achieved historic performance breakthroughs and gratifying work progress. The main work carried
out during the reporting period was as follows:
1. Complementary resources and strategic cooperation for mutual development. After comprehensive analysis and prudential
research and judgment, the company transferred 70% of its equity in Dongguan Company to Shenzhen Gas Corporation, which laid
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深圳南山热电股份有限公司 2020 年年度报告全文
the foundation for obtaining favorable resource support while revitalizing the company’s stock assets and reducing the company’s
operating pressure, through state-owned asset coordination and resource complementarity, the company strive to achieve a deep
connection between high-quality resources and high-quality markets, enhance the overall competitiveness of both parties in their
respective fields, and maximize the benefits.
2. Strict supervision, safety and environmental protection reaching the standards. The company actively overcame the adverse effects
of the COVID-19 epidemic, strictly implemented the security principal responsibility at all levels and the safety responsibility system
for all employees, consolidated the basis for safety production, established and completed a series of safety index management and
production guarantee systems, continued to improve safety culture, and strengthened the risk management and control and the
construction of hidden danger investigation and treatment, and the safety work situation continued to improve. During the reporting
period, the company completed various pollution reduction tasks, no environmental pollution accidents occurred, and no safety
production liability accidents occurred.
3. In-depth study and refined calculation, and scientific marketing for achieving good results. The company conducted in-depth
research on power market marketing strategies and competition methods, strived to seize market opportunities, actively strived for
economic power share, and obtained competitive advantages through superlative operations, and maximized economic benefits,
meanwhile, reasonably arranged units for power generation and production according to changes in gas prices and scheduling
requirements, and created good operating income.
4. Continuous innovation, production management for promoting operation. The company closely focused on the core objectives of
the annual operation, and continuously adjusted and optimized the production management mode, which further improved the safety
and reliability of the operation of production equipment. At the same time, the company established the Science and Technology
Innovation Committee to create a good atmosphere for scientific and technological innovation, so as to further motivate employees to
study technology, improve themselves, and continuously innovate, and help improve the company's stock asset production and
operation performance.
5. Turn crises into opportunities and diversify operations to create benefits. Shennandian Environmental Protection Company always
adhered to the concept of environmental protection and actively fulfilled its social responsibilities. It treated approximately 132,600
tons of wet sludge throughout the year, making positive contributions to the "Bluer Sky and Clearer Water" project in the Greater
Bay Area; Shennandian Engineering Company overcame huge difficulties, took effective measures to strictly implement the
epidemic prevention and control of overseas engineering projects to ensure the safety and health of the expatriate employees. At the
same time, it adjusted its business strategy in a timely manner, actively explored the domestic technical service market, and achieved
good results.
6. Intensive cultivation, decreasing costs and increasing efficiency to solve problems. In order to strengthen capital management and
ensure capital safety, the company adopted a series of measures such as the overall management of capital in the system, the increase
of the proportion of structural deposit funds, and the replacement of high-interest loans with low-interest loans through the “shared
capital pool” in the operating system to improve the use efficiency and profitability of own funds, which reduced capital costs, saved
financial expenses, and provided necessary capital reserves for the company’s capital operations. At the same time, the company
established a capital (operation) center and an accounting sharing center to further improve capital operations and financial
management efficiency, so that financial accounting and management were further integrated into the company’s strategic
transformation and decision-making in various industrial chains.
15
深圳南山热电股份有限公司 2020 年年度报告全文
7. Improve the position and actively fight against the epidemic. The company’s party committee adhered to the guidance of socialism
with Chinese characteristics in Xi Jinping’s new era, and promoted the deep integration of party building and company management.
After the outbreak of the COVID-19 epidemic, the company's party committee mobilized all employees to fight against the epidemic
and prevent the epidemic in accordance with the requirements of the party committee of the higher level and the company, and
encouraged party members to play a pioneering and exemplary role. The main leaders of the company were on duty throughout the
entire process, dynamically grasped the situation of the epidemic and made timely work decisions. After the epidemic prevention and
control entering the normalization stage, the company’s special epidemic prevention and control agencies at all levels have continued
to perform their duties, efficiently coordinate, and strictly implement the national and local government's epidemic prevention and
control work deployment to ensure the continuous and orderly progress of the epidemic prevention and control work. During the
reporting period, there were no confirmed cases, suspected cases, or asymptomatic infections of the COVID-19 in all units,
enterprises, and employees dispatched to overseas project sites in the company's system.
In the year of 2020, the Company has achieved a revenue in operation of 985 million Yuan, the net profit attributable to shareholder
of listed company amounted as 64.0243 million Yuan and basic EPS was 0.11 Yuan.
The Company shall comply with the disclosure requirements of Guidelines of Information Disclosure for Industry on Shenzhen
Stock Exchange No.15- Listed Companies are Engaged in Electricity-related Business
Main production
Current period Same period last year Same period last year
Item (Dongguan Gaobu Power (Dongguan Gaobu Power (Dongguan Gaobu Power
Plant excluded) Plant excluded) Plant included)
Gross installed capacity (10,000 kilowatts) 90 90 126
Installed capacity of newly commissioned 0
0 0
units (10,000 kilowatts)
Planned installed capacity of approved 0
0 0
projects (10,000 kilowatts)
Planned installed capacity of projects 0
0 0
under construction (10,000 kilowatts)
Generating capacity (100 million KWH) 8.87 7.88 15.08
On-grid electricity or electricity sales (100 7.71
8.74 14.83
million KWH)
Average on-grid tariff or sales price 0.6410
0.6213 0.6393
(RMB/KWH, tax included)
Average rate of electricity consumption 3.46
3.43 3.12
from power station(%)
Utilization time from power station (Hours) 986 876 1,197
16
深圳南山热电股份有限公司 2020 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/CNY
2020 2019
Increase/decrease
Ratio in operation Ratio in operation
Amount Amount y-o-y
revenue revenue
Total operation
985,253,831.58 100% 1,222,577,954.53 100% -19.41%
revenue
Industry classification
Energy industry 878,600,297.92 89.18% 1,082,001,858.50 88.50% -18.80%
Engineering 41,094,571.29 4.17% 62,635,550.65 5.12% -34.39%
service
Sludge drying 62,789,507.95 6.37% 70,420,653.67 5.76% -10.84%
Other business 2,769,454.42 0.28% 7,519,891.71 0.62% -63.17%
Product classification
Electricity sales 878,600,297.92 89.18% 1,082,001,858.50 88.50% -18.80%
Engineering 41,094,571.29 4.17% 62,635,550.65 5.12% -34.39%
service
Sludge drying 62,789,507.95 6.37% 70,420,653.67 5.76% -10.84%
Other business 2,769,454.42 0.28% 7,519,891.71 0.62% -63.17%
Region classification
Domestic 985,253,831.58 100.00% 1,222,577,954.53 100.00% -19.41%
overseas
(2) The industries, products, or regions accounting for over 10% of the Company’s operating income or
operating profit
√Applicable □ Not applicable
The Company shall comply with the disclosure requirements of Guidelines of Information Disclosure for Industry on Shenzhen
Stock Exchange No.15- Listed Companies are Engaged in Electricity-related Business
In RMB/CNY
17
深圳南山热电股份有限公司 2020 年年度报告全文
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
Product classification
Electricity sales 878,600,297.92 724,649,204.65 17.52% -18.80% -25.26% 68.53%
Engineering 41,094,571.29 28,587,448.80 30.43% -34.39% -35.71% 4.92%
service
Sludge drying 62,789,507.95 41,089,819.34 34.56% -10.84% -12.82% 4.51%
Region classification
Domestic 982,484,377.16 794,326,472.79 19.15% -19.14% -25.14% 51.15%
Reasons for great changes in relevant financial indicators
√ Applicable□Not applicable
The reason for the increase in gross profit ratio in 2020 over the same period last year is: trading electricity volume and the price
difference increased, and the trading electricity revenue increased; reduce of the unit price of natural gas, than the cost of natural gas
declined.
(3) Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease
Industries Item Unit 2020 2019
y-o-y
Sales volume 100 million KWH 8.74 7.71 13.36%
Electric Power Output 100 million KWH 8.87 7.88 12.56%
Storage 100 million KWH 0 0
Reasons for y-o-y relevant data with over 30% changes
□Applicable √Not applicable
Note: 1. the difference between output and sales volume refers to the consumption by plants; 2. in 2020, the Company sold 70%
equity of Dongguan Company, and Dongguan Company no longer included in the consolidate scope at end of the Period, the data in
the above table does not include the Dongguan Company.
(4) Performance of the material sales contract signed by the Company up to the reporting period
□ Applicable √Not applicable
(5) Constitute of operation cost
Industry and products classification
In RMB/CNY
Industries Item 2020 2019 Increase/decrease
18
深圳南山热电股份有限公司 2020 年年度报告全文
Ratio in operation Ratio in operation y-o-y
Amount Amount
cost cost
Power, heat
Energy industry 724,649,204.65 91.21% 969,503,809.30 91.30% -25.26%
supply
Engineering
Engineering cost 28,587,448.80 3.60% 44,467,064.24 4.19% -35.71%
service
Sludge drying
Other business 41,287,156.94 5.20% 47,945,840.31 4.52% -13.89%
etc.
In RMB/CNY
2020 2019
Increase/decrease
Products Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Electricity sales Power supplying 724,649,204.65 91.21% 969,503,809.30 91.30% -25.26%
Engineering
Engineering cost 28,587,448.80 3.60% 44,467,064.24 4.19% -35.71%
service
Sludge drying Sludge treatment 41,089,819.34 5.17% 47,133,619.81 4.44% -12.82%
Other business Other 197,337.60 0.02% 812,220.50 0.08% -75.70%
(6) Changes in the scope of consolidation in Reporting Period
√Yes □No
During the reporting period, 70% equity of Dongguan Company, held by the Company are sold, Dongguan Company was no longer
included in the consolidate scope at end of the Period.
During the reporting period, the Company and China Science and Tech Innovation Venture Capital Management co-sponsor the
establishment of Zhuhai Hengqin Zhuozhi Investment Partnership (Limited Partnership) with 99.9643% shares held by the Company,
and included in consolidate scope of the Company in 2020.
(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) 965,521,314.34
Proportion in total annual sales volume for top five clients 97.99%
Proportion in total annual sales for the related party’s
0.00%
sales in top five clients’ sales
Information of top five clients of the Company
19
深圳南山热电股份有限公司 2020 年年度报告全文
Serial Name Sales (RMB) Proportion in total annual sales
1 Shenzhen Power Supply Bureau Co., Ltd. 466,123,345.95 47.31%
2 Guangdong Power Grid Co., Ltd. 406,928,606.04 41.30%
3 Shenzhen Municipal Water Affairs Bureau 50,393,340.02 5.11%
4 China Machinery Engineering Corporation 29,679,854.40 3.01%
5 Shenzhen Water Group 12,396,167.93 1.26%
Total -- 965,521,314.34 97.99%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 486,376,291.21
Proportion in total annual purchase amount for top five
81.60%
suppliers
Proportion in total annual purchase amount for the related
2.10%
party’s amount in top five suppliers
Information of top five suppliers of the Company
Serial Name Purchases (RMB) Proportion in total annual purchases
1 Shenzhen Gas Group Co., Ltd. 397,500,609.59 66.70%
2 CNOOC Gas Power Group Co., Ltd. 43,219,844.71 7.25%
Shenzhen Energy Gas Investment Holding
3 31,369,620.55 5.26%
Co., Ltd.
4 Shenzhen Power Supply Bureau 7,706,496.74 1.29%
5 Shenyang LSE Power Service Co., Ltd. 6,579,719.62 1.10%
Total -- 486,376,291.21 81.60%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB/CNY
Increase/decrease
2020 2019 Note of major changes
y-o-y
Decreased due to the cost of dry sludge
treatment from Shen Nan Dian
Sales expense 4,979,915.34 5,599,305.43 -11.06%
Environment Protection Company
declined
Management expense 111,618,225.09 109,541,900.18 1.90%
20
深圳南山热电股份有限公司 2020 年年度报告全文
Decreased due to the loan rate declined
Financial expense -66,657.96 22,310,708.04 -100.30%
and financial gains increased
Increased due to the new technology
R&D costs from Shen Nan Dian
R&D expense 8,490,882.58 0
Environment Protection Company and
Shen Nan Dian Engineering Company
4. R&D expenses
√Applicable □√ Not applicable
Investment of R&D
2020 2019 Change proportion
Number of R&D personnel
35 0
(person)
Proportion of R&D personnel 8.68% -
Investment for R&D (RMB) 8,490,882.58 0
R&D investment/Operating
0.86% -
income
Capitalization of R&D
0 0-
investment (RMB)
Capitalization of R&D
- -
investment/R&D investment
Reasons for significant changes in the proportion of total R&D investment in operating income from the previous year
√Applicable □√ Not applicable
A new project in the Year, and no investment of R&D in 2019.
Reasons and rationality of the major changes of the capitalization rate of R&D investment
□ Applicable √ Not applicable
5. Cash flow
In RMB/CNY
Item 2020 2019 Y-o-y changes
Subtotal of cash in-flow from
1,156,114,679.30 1,413,997,516.01 -18.24%
operation activity
Subtotal of cash out-flow from
895,389,270.28 1,211,053,607.40 -26.07%
operation activity
Net cash flow from operation
260,725,409.02 202,943,908.61 28.47%
activity
21
深圳南山热电股份有限公司 2020 年年度报告全文
Subtotal of cash in-flow from
40,321,341.78 35,486,018.97 13.63%
investment activity
Subtotal of cash out-flow from
528,860,991.95 193,242,132.78 173.68%
investment activity
Net cash flow from investment
-488,539,650.17 -157,756,113.81 209.68%
activity
Subtotal of cash in-flow from
1,318,118,917.79 1,465,170,000.00 -10.04%
financing activity
Subtotal of cash out-flow from
1,096,793,475.57 1,653,932,661.32 -33.69%
financing activity
Net cash flow from financing
221,325,442.22 -188,762,661.32 -217.25%
activity
Net increased amount of cash
-6,888,728.75 -143,466,610.74 -95.20%
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
1. Cash out-flow from operation activity has 26.07% declined over that of last year, mainly due to the reduction of electricity
generation and procurement for natural gas decreased for the falling unit price;
2. Net cash flow from operation activity has 28.47%up from a year earlier, mainly because the gross profit of power generation
increased and the VAT and surcharge paid in the Period decreased;
3. Cash out-flow from investment activity has an increase of 173.68%on a y-o-y basis, mainly because purchasing more financial
products in the year;
4. The cash out-flow from investment activity has an increase of 209.68% on a y-o-y basis, mainly because purchasing more
financial products in the year;
5. The cash out-flow from financing activity has a decrease of 33.69% on a y-o-y basis, mainly because the loans pay to the bank
declined in the year;
6. The net cash in-flow from financing activity has an increase of 217.25% on a y-o-y basis, mainly because the loans pay to the bank
declined in the year;
7. Net out-flow amount of cash and cash equivalent has a decrease of 95.20% on a y-o-y basis, mainly because increase of the net
cash arising from operating and financing activities are larger than the net amount arising from investment activities.
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/CNY
Amount Ratio in total profit Note Whether be sustainable (Y/N)
22
深圳南山热电股份有限公司 2020 年年度报告全文
Income from disposal of the
Investment income 27,809,087.38 40.14% 70% equity of Dongguan N
Company
Gains/losses of fair
0.00%
value changes
Inventory depreciation,
impairment of fixed assets
Assets impairment -43,718,679.38 -63.10% N
and construction in progress
are accrual in the Year
Non-operating Reversal of the accrual
6,585,316.78 9.50% N
income liabilities
Non-operating
153,719.62 0.22% The overdue fine N
expenditure
IV. Assets and liability
1. Major changes of assets composition
Adjust relevant items of financial statements at the year of fist implementation of the new revenue standards or
new leasing standards since 2020
Applicable
In RMB/CNY
Year-end of 2020 Year-begin of 2020
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
Monetary fund 764,601,272.21 25.31% 773,209,854.84 24.02% 1.29%
Account
85,293,052.88 2.82% 177,310,433.51 5.51% -2.69%
receivable
Inventory 100,245,529.06 3.32% 124,686,443.61 3.87% -0.55%
Investment real
2,205,189.40 0.07% 2,401,327.00 0.07% 0.00%
estate
The long-term equity investment
Long-term equity
8,893,408.86 0.29% 14,619,203.03 0.45% -0.16% measured by equity was recognized
investment
as the investment income
Equity of Dongguan Company was
1,381,675,872. transferred in the Year, which was
Fix assets 925,745,208.55 30.65% 42.92% -12.27%
68 not included in the consolidate
scope
Construction in
42,782,712.98 1.42% 66,474,630.23 2.06% -0.64%
process
23
深圳南山热电股份有限公司 2020 年年度报告全文
Short-term loans 675,528,858.48 22.36% 881,075,378.48 27.37% -5.01% Bank loans declined
Other current Purchase of the financial products
917,288,244.54 30.37% 445,236,731.33 13.83% 16.54%
assets increased
2. Assets and liability measured by fair value
√Applicable □ Not applicable
In RMB/CNY
Cumulative
Gain/loss of
change of fair Impairmen Amount Amount
Opening fair value Other
Item value t accrual in purchased in sold in the Ending amount
amount changes in changes
recorded into the Period the Period Period
the Period
equity
Other equity
instrument 60,615,000.00 21,000,000.00 81,615,000.00
investment
Other changes
Whether there is a significant changes in the measurement attributes of the main assets during the period
□Yes √No
3. Assets right restriction till end of reporting period
There are no assets right restriction till end of the reporting period
V. Investment
1. Overall situation
√ Applicable □Not applicable
Investment amount at same period last year
Investment amount in the Period (RMB) Changes (+,-)
(RMB)
21,272,400.00 0.00 --
2. The major equity investment obtained in the reporting period
√ Applicable □Not applicable
In RMB
Investe Main Form Invest Shareh Capita Partner Time Type Progres Antic Invest With Disclo Disclosure index (if
24
深圳南山热电股份有限公司 2020 年年度报告全文
d busin of ment olding l horizo s as of ipate ment lawsui sure any)
compan ess invest amoun ratio source n the d gains/l t date
y ment t balance inco osses involv (if
sheet me in the ed any)
date Period (Y/N)
Zhuhai
Notice on the
Hengqi
China Investment for
n
Science Zhuhai Hengqin
Zhuozh Equit
and Zhuozhi Investment
i y Plans 21,272,
Tech Limi Partnership (Limited
Invest invest Newly to inv 400.00 Not
Innovati ted Partnership)
ment ment, esta ested 99.96 Own Yuan appli -77,60 2020-1
on 5-year partn N ; Notice No.:
Partner ventu blis 280 m % fund has cable 9.46 0-23
Venture ershi 2020-051 released
ship re hed illion investe
Capital p on China Securities
(Limite capita yuan d
Manage Journal, Securities
d l
ment Times, Hong Kong
Partner
Commercial Daily
ship)
and Juchao Website
Plans
to
investe -77,60
Total -- -- -- -- -- -- -- -- -- -- --
d 280 9.46
millio
n yuan
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 had no derivatives investment in the reporting period.
25
深圳南山热电股份有限公司 2020 年年度报告全文
5.Use of proceeds
□ Applicable √ Not applicable
The Company had no use of 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
Implem
Net
ented on
profit Ratio of
schedul
contribu the net
e (Y/N),
ted by profit Owners
explaine
the sold from Whether hip
Trading Relation d the
assets Impact equity it was a transferr
price Pricing ship reasons Disclos
Counter Assets Sales from on the sales related ed Disclos
(10 principa with the and ure
part sold day period-b Compan in total transacti complet ure day
thousan l counter counter index
egin to y net on ely or
d Yuan) party measure
date for profit of (Y/N) not
for not
sales (in the (Y/N)
complet
10 Compan
ed on
thousan y
schedul
d Yuan)
e
70% The Pricing Notice
equity transacti principl on
of on is e in the Complet
Donggu conducti agreeme ion of
Shenzhe
an ve to nt is that the 70%
n Gas Not
Compan 2020-04 revitaliz the 2020-07 Equity
Group 10,498 -445.29 52.38% N applicab Y Y
y(40% -09 ing the negotiat -04 of Shen
Co., le
equity Compan ed Nan
Ltd.
held y’s transfer Dian
directly stock price of (Dongg
by the assets, underlyi uan)
Compan reducin ng Weimei
26
深圳南山热电股份有限公司 2020 年年度报告全文
y, and g the assets Electric
30% operatin (70% Power
equity g equity Co.,
held pressure of Ltd.
through , Donggu Transfer
wholly- increasi an red,
owned ng Compan Notice
subsidia current y )is No.:
ry earnings higher 2020-03
Syndiso of the than the 2;
me Compan appraisa released
Compan y and l value on
y promoti of the China
indirectl ng the underlyi Securiti
y) realizati ng es
on of assets Journal,
the issued Securiti
strategic by es
transfor Watson Times,
mation (Beijing Hong
goals. ) Kong
Internati Comme
onal rcial
Assets Daily
Apprais and
al Co., Juchao
Ltd. Website.
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/CNY
Register Operating Operating
Name Type Main business Total assets Net assets Net profit
capital revenue profit
Technology development
regarding to application of
Shenzhen remaining heat (excluding
New Power Subsidiar restricted items) and power RMB 113.85 195,234,505. 159,023,218. 156,442,406. 3,519,904 3,490,204.
Industrial y generation with remaining million 69 72 36 .17 17
Co., Ltd. heat. Add: power
generation through burning
machines.
27
深圳南山热电股份有限公司 2020 年年度报告全文
Sludge drying; the design
and operations
management of sludge
treatment and disposal
facilities and engineering;
the technology
development, technology
Shenzhen transfer, technical advice,
Shen Nan technical services of
Dian Subsidiar environmental pollution RMB 79 148,046,485. 122,151,647. 62,813,507.9 -1,483,57 -2,844,281
Environmen y control and comprehensive million 51 08 5 7.30 .20
t Protection utilization domain; (Except
Co., Ltd. for the projects required to
be 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
Shenzhen
undertake the maintenance
Shennandian
and overhaul of the
Turbine Subsidiar RMB 10 50,955,994.7 37,483,831.9 41,094,571.2 1,433,736 1,433,736.
operation equipment of
Engineering y million 2 5 9 .83 83
gas-steam combined cycle
Technology
power plant (station).
Co., Ltd.
Import and export of goods
and technologies
(excluding distribution and
state monopoly
commodities)
Self-supporting or import
agent business of fuel oil;
Shenzhen trade (excluding
Server production and storage and
Subsidiar RMB 53.3 114,126,886. 91,077,053.1 -9,134,64 -2,658,553
Petrochemic transportation) in diesel, 1,186,761.96
y million 29 2 0.31 .15
al Supplying lubricating oil, liquefied
Co., Ltd petroleum gas, natural gas,
compressed gas and
liquefied gas, chemical
28
深圳南山热电股份有限公司 2020 年年度报告全文
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);
general freight transport,
special transportation of
goods (containers), special
transportation of goods
(tank)
Gas turbine power
generation, waste heat
power generation, power
supply and heating(heating
pipe network excluded),
Shen Nan leasing of wharf, oil depots
Dian and power equipment
(Zhongshan) Subsidiar felicities (excluding refined RMB 746.8 550,680,597. -58,648,065. 202,539,109. 35,700,72 35,690,722
Electric y oil, dangerous chemicals, million 89 13 51 2.96 .96
Power Co., or flammable and
Ltd. explosive goods); leasing
of land-use right;
non-residential real estate
leasing
Shen Nan
Energy Subsidiar Agent for oils trade and US $ 0.9 138,242,374. 135,664,163. -11,959,3 -11,959,36
0.00
(Singapore) y spare parts of gas turbine million 33 76 63.97 3.97
Co., Ltd.
Zhuhai Subsidiar Equity investment, venture RMB 21,282,423.3 21,280,423.3 -77,609.4
0.00 -77,609.46
Hengqin y capital 21.358 3 3 6
29
深圳南山热电股份有限公司 2020 年年度报告全文
Zhuozhi million
Investment
Partnership
(Limited
Partnership)
Subsidiary disposes and acquired in the period
√ Applicable □ Not applicable
Way acquired and disposed in reporting Impact on overall production, operation
Company name
period and performance
Shen Nan Dian (Dongguan) Weimei The transaction is conductive to
Transfer the 70% equity of Dongguan
Electric Power Co., Ltd (named as revitalizing the Company’s stock assets,
Company directly and indirectly held by
Dongguan Shenran Natural Gas Thermal reducing the operating pressure and
the Company by agreement
Power Co., Ltd after transferred) achieving the income from equity transfer
Statement of main holding company and stock-jointly companies
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
(i) Brief analysis of macroeconomic situation and industry trends
2021 is the first year of the 14th Five-Year Plan and the year serving as a connecting link between the "two century" goals. It is of
special importance in the process of our country's modernization drive. The Central Economic Work Conference held at the end of
last year and the "Government Work Report" reviewed and approved at the Fourth Session of the 13th National People's Congress in
March this year set the general tone for the work of adhering to making steady progress while clarifying that 2021 will be based on a
new stage of development, implement the new development concept, accelerate the construction of a new development pattern in
which the domestic big cycle is the main body and the domestic and international double cycles promote each other, taking the
promotion of high-quality development as the theme, deepening the supply-side structural reform as the main line, and taking reform
and innovation as the fundamental driving force, so as to consolidate and expand the results of epidemic prevention and control and
economic and social development. While doing a good job in the prevention and control of the epidemic, in 2021, we will focus on
maintaining the continuity, stability, and sustainability of macroeconomic policies, and promoting economic operations within a
reasonable range. Looking forward to the 14th Five-Year Plan period, our country will promote the establishment of a high-standard
market economy, a high-level open economy, and a high-efficiency governance system, accelerate the transformation of modes,
adjustment of structure, and change of power, strengthen the ability to prevent and resolve major risks, and promote the rapid
transition of the economy to high-quality development track, speed up the construction of a new "dual cycle" development pattern,
and make a good start for the comprehensive construction of a modern socialist country in an all-round way. As the core city of the
Guangdong-Hong Kong-Macao Greater Bay Area, Shenzhen will usher in historic opportunities and challenges of reform, innovation
and high-quality development under the guidance and drive of the country’s 14th Five-Year Plan strategy of “optimizing regional
economic layout, promoting coordinated development of all regions, and solidly promoting the construction of the Guangdong-Hong
Kong-Macao Greater Bay Area”.
The power industry is the lifeblood of economic development. With the opening of the overall situation for the implementation of the
30
深圳南山热电股份有限公司 2020 年年度报告全文
14th Five-Year Plan, under the industry background of continuing to promote quality, efficiency, and power changes, and on the
basis of expanding domestic demand, green development and innovation drive will become a new development model and
opportunity for power companies. In recent years, the power industry in Guangdong Province has shown a new development trend of
continuous optimization of the energy structure and continuous innovation and upgrading of the development of the energy industry,
opportunities and challenges for industry development coexist. With the continuous advancement of the market-oriented reform
process of electricity trading, traditional power generation companies will face a more complex market environment and a more
fierce competitive landscape.
According to the "Notice of the Energy Bureau of Guangdong Province on Issuing the Guidance Plan for the Base Quantity of
Generating Units in 2021" (YNDLH [2020] No. 650), in 2021, the whole province’s total electricity consumption is expected to be
720.6 billion kWh, an increase of 5.0%; unified purchase of electricity demand of 684 billion kWh, an increase of 4.9%; unified
adjustment of the highest load of 138 million kW, an increase of 8.8%; the planned installed capacity of newly commissioned and
above is about 5.36 million kilowatts (excluding the coal-fired power generating units with the national commissioning plans), the
total outsourcing electricity for the year is estimated to be approximately 207.1 billion kWh, a year-on-year increase of 3.6%. In 2021,
affected by many factors, the power generation situation of 9E units in Guangdong Province will be severe, and the production and
operation of the company's two 9E gas turbine power plants will face greater pressure. Firstly, the installed capacity of newly
commissioned units in the province is about 5.36 million kilowatts (excluding the coal-fired power generating units with the national
commissioning plans), and they are all high-efficiency and large-capacity gas-fired units, resulting in a substantial decrease in the
base electricity of 9E units and the medium- and long-term contract electricity, the company will face the unfavorable situation of a
decline in market share and a reduction in power generation. The second is the continuous reduction of the benchmark electricity
price on the grid, with the price reduction of 0.035 yuan/kWh again in 2020, the benchmark electricity price has been reduced by a
total of 0.115 yuan/kWh from 2017 to 2020, plus the kilowatt-hour transaction price difference in the electricity market transactions,
the profit margin of the company's power production and marketing is further reduced. Thirdly, international and domestic
inflationary pressures will be passed on to the upstream raw material natural gas prices, thus, it is predicted that the natural gas price
in 2021 will exceed the price level in 2020, and the company will face the pressure of increasing fuel costs for power generation.
(ii) Summary of the Company’s annual business plan for 2021
2021 is the first year when the country enters the "14th Five-Year Plan" development stage. The company will closely follow the
national development strategy layout, continue to deepen the road of reform and development, conscientiously do a good job in the
safe production and operation of the main business of electric power, and go all out to strive for creating benefits, so as to realize the
company's strategic transformation and healthy and sustainable development at an early date. The company will continue to
unswervingly lead by the "1+5" strategic road map, and through the implementation of the annual work policy of the "125" project
(i.e. taking strategic development as the core, and "vertical and horizontal alliance and integration, capital entanglement" as the two
basic principles, and "deeply linking, intensively cultivating project, closely following Shenzhen Gas, going deep into the market,
and deeply studying real estate" as five important measures), unswervingly promote the strategic transformation, and do all the work
with a steadfast attitude step by step:
1. Adhere to the leadership of the party and earnestly give play to the leading role of party building. Adhere to the overall leadership
of the party, continuously improve the ability and level to implement the new development concept and build a new development
pattern; strictly implement the responsibility system for party building work, adhere to the principle of party management and party
building, and always put party building work as the top priority to ensure that party building work reaches a new level.
2. Adhere to standardized operations, continuously improve corporate governance, and optimize internal management. According to
the "Securities Law" and other relevant laws and regulations and the revision content and requirements of securities regulatory
normative documents, timely revise and improve the company's "Articles of Association" and related rules of procedure to provide a
31
深圳南山热电股份有限公司 2020 年年度报告全文
more complete and rigorous system basis for the company's decision-making and governance. Do a good job in general election of
the board of directors and the board of supervisors and the appointment of senior management personnel, ensure the standardized,
continuous and efficient progress of corporate governance, production, operation, management, and development.
3. Persist in economic operation and reduce consumption and increase efficiency to the greatest extent. Adhering to the principle of
"economic power generation", we will do a good job in power production and operation and power marketing, and at the same time
prepare for the trial operation of the long-term monthly settlement of power spot transactions. On the premise of ensuring stable fuel
supply, expand the multi-air source supply model, strive for greater market bargaining power, and minimize the procurement costs of
natural gas.
4. With the aim of maximizing the company's interests, conduct land resource operation and management in accordance with laws
and regulations. Closely track and study Qianhai regional planning and relevant policies, maintain communication with relevant
functional departments in Shenzhen and Shenzhen Qianhai Authority, and strive to adjust the planning and positioning of the land
where Nanshan Power Factory is located in a direction that is beneficial to the company; at the same time, actively seize the
development opportunities of the Shenzhen-Zhongshan Channel, fully revitalize the land resources of Shennandian Zhongshan
Company, and strive for the implementation of new projects and new production capacity. With the participation and cooperation of
legal advisors, the company will carry out various tasks in accordance with the standardized requirements of listed companies, and
fulfill the necessary decision-making approval procedures and information disclosure obligations to maximize the protection of the
company and all shareholders' interests and the legitimate rights and interests of employees.
5. Take the early realization of transformation and development as an important task, and actively and steadily explore project
channels. According to the company’s annual work policy for the “125” project, with equity investment funds as the starting point,
we will make efforts to broaden project channels suitable for the company’s transformation and development needs, establish a
project reserve pool, and go all out to promote the demonstration and landing work of new production capacity and new projects in
the spirit of time waiting for no man, and strive to achieve business transformation as soon as possible.
6. Take the continuous promotion of management innovation as the starting point, and further improve management efficiency and
talent quality. Continue to deepen the reform of human resources, further optimize the allocation of human resources, and prepare the
management layout for the company's transformation and development in advance. Focus on training a group of young talents with
high comprehensive quality, high educational background, professional domain knowledge and rich working experience, and build a
young and professional team of compound management cadres to reserve management talents for future new projects and new
industries, and to escort the company's strategic transformation and long-term development.
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 and countermeasures
1. In terms of main business: In 2021, affected by multiple factors, the company's subordinate two power plants will face the
unfavorable situation of a decline in market share and a reduction in power generating capacity, as well as the actual pressure that
fuel costs will increase after the power price cut in 2020, and the company's main business operation situation shall be more severe.
The Company will continue to actively communicate with relevant provincial and municipal government departments to reflect the
difficulties of the enterprise and seek government supports; do its best to improve the profitability of the main business and the
overall operating efficiency by strengthening the management of the stock assets. At the same time, the Company will actively
explore diversified business models and transformation and development opportunities to create better conditions for the Company's
continued operation and healthy development.
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深圳南山热电股份有限公司 2020 年年度报告全文
2. In terms of safety management: under the increasingly market-oriented new power production model, power plants will face more
flexible dispatch methods and stricter assessment policies, which put forward higher requirements for the operation and maintenance
of existing aging power generation equipment. The company will formulate scientific and reasonable maintenance and technical
transformation plans, invest corresponding capital and technical strength, continue to improve the maintenance and management
level of equipment, and implement the main responsibility for safe production so as to ensure the safe and stable operation of
production facilities. At the same time, it will further strengthen the work of epidemic prevention and control, production safety,
network information security, and emergency response to ensure that no security accidents occur in the company's system, and
continue to play the supporting role of the main peak shaving power point.
3. Fuel procurement: In 2021, the company's natural gas purchase price will still mainly depend on the sales price of existing
suppliers. As the economic activities of the world's major economy entities, including China, tend to become stable, natural gas
prices are expected to gradually rise, and the company's natural gas purchase prices in 2021 may be higher than in 2020. In addition,
with the continuous advancement of the market-oriented reform of power trading in Guangdong Province, the company's planned
power generation and actual power generation will be difficult to match, resulting in an increase in the difference between the
planned purchase of natural gas and the actual purchase. Since the natural gas purchase contract must be signed in advance, the
contract gas volume has been basically determined at the time of signing. If the company cannot take delivery of gas according to the
agreement due to factors such as the marketization of electricity transactions in the later period, there may be related risks of failing
to take delivery of the contract gas volume. The company will continue to optimize the upstream and downstream partnerships, give
full play to the advantages of large-scale procurement and the adjustment function of multiple gas sources, and make every effort to
reduce the cost of natural gas procurement while ensuring the gas demand for electricity production.
4. Land of Nanshan Power Factory: In September 2020, the company learned about the Notice of Shenzhen Municipal Bureau of
Planning and Natural Resources on Printing and Distributing the "Urban Renewal and Land Preparation Plan of Shenzhen City in
2020" from the Shenzhen Government's website, which still included the land purchase and storage of the company's Nanshan Power
Factory and related content. Although the company actively used various opportunities to express its demands and suggestions, as of
the end of the reporting period, it still had little effect. The Company will closely maintain communication with the relevant
functional departments of Shenzhen and Shenzhen 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 Power Factory,
study and formulate coping strategies and work plans, and do their best to safeguard the legitimate rights and interests of listed
company and all shareholders.
Investors are advised to pay attention to the above-mentioned major risks and other risks that the Company may face and make
rational investment decisions prudently.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
√Applicable □ Not applicable
Basic situation
Reception Main contents of the discussion
Time Location Way Type index of
target and information provided
investigation
Jan.-Dec. 2020 Office from Field visit Individual Individual (60 Attend the general meeting and Received
33
深圳南山热电股份有限公司 2020 年年度报告全文
the person-time) inquiry of register of members according to the
headquarters (shareholders) etc. laws and
regulations
Query the number of
shareholders, as about the future
development direction of the
Interactive Written Individual (62 Rely in written
Jan.-Dec. 2020 Individual Company, progress of the
platform inquiry person-time) timely
investment items and lands with
Nanshan Power Factory
concerned
Inquire and communicate the
Company’s performance,
Individual Reply according
market performance, the lands
Jan.-Dec. 2020 Telephoning Telephoning Individual (dozens of to the laws and
of Nanshan Power Factory and
times) regulations
progress of the investment items
etc.
60 person times on-site, 62 person times reply in interactive platform and
Reception (times)
dozens of times through telephoning
Number of hospitality 0
Number of individual reception 122
Disclosed, released or let out major
N
undisclosed information
34
深圳南山热电股份有限公司 2020 年年度报告全文
Section V. Important Events
I. Profit distribution plan of common stock and transfer of public reserve into share capital
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 transfer of public reserve into share capital plan (pre-plan) in latest three
years (including the reporting period)
1. In 2018, audited by Ruihua Certified Public Accounts (Special General Partnership), 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 transfer of public reserve into share capital 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)
2. In 2019, audited by LIXINZHONGLIAN, the net profit attributable to shareholders of listed Company for year of 2019 amounting
as RMB 24,900,956.73. The Company has no plans of surplus accumulation fund accrual and based on the share capital of
602,762,596 shares on 31st December 2019, distribute RMB 0.2(tax included) cash dividends for every ten shares to whole
shareholders, there is no transfer of public reserve into share capital. (For details, please refer to the announcement of the 6th session
of 8th BOD (No.: 2020-009) published on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao
information website dated 20 March 2020)
3. In 2020, audited by LIXINZHONGLIAN, the net profit attributable to shareholders of listed Company for year of 2020 amounting
as RMB 64,024,291.32. The Company has no plans of surplus accumulation fund accrual, no profit distribution plan and transfer of
public reserve into share capital either. (For details, please refer to the announcement of the 8th session of 8th BOD (No.: 2021-006)
published on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao information website dated 26
March 2021)
Cash dividend of common stock in latest three years (including the reporting period)
In RMB/CNY
Net profit Ratio of the Ratio of the Ratio of the
attributable to cash bonus in cash bonus by total cash
common stock net profit Proportion for other ways in bonus (other
Total cash
Amount for shareholders of attributable to cash bonus by net profit ways included)
Year for bonus bonus
cash bonus (tax listed company common stock other ways(i.e. attributable to in net profit
shares (including
included) in shareholders of share common stock attributable to
other ways)
consolidation listed company buy-backs) shareholders of common stock
statement for contained in listed company shareholders of
bonus year consolidation contained in listed company
35
深圳南山热电股份有限公司 2020 年年度报告全文
statement consolidation contained in
statement consolidation
statement
2020 0.00 64,024,291.32 0.00% 0.00 0.00% 0.00 0.00%
2019 12,055,251.92 24,900,956.73 48.41% 0.00 0.00% 12,055,251.92 48.41%
2018 0.00 19,253,766.12 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
Reasons why it was profitable during the reporting period and
the parent company’s profit available for distribution to ordinary
The purpose and use plan of the company's undistributed profits
shareholders was positive, but no distribution plans were
proposed for cash dividend of ordinary shares
In 2020, the company firmly implemented the annual work
policy of the "125" project, paid close attention to safe
production, stock operation and transformation and development,
and carried out a series of operation and management innovation
measures. We created a win-win situation through the
coordination of state-owned assets and strategic cooperation,
introduced gas sources with preferential prices for the company
while cutting capacity, carefully made overall arrangement for
the gas supply chain, and maximized the benefits by letting one
unit guide a whole area. The company maximized economic
benefits by strengthening the economic operation management of
the main business of electric power, researching and formulating Given that the company's main business operation pressure is
the marketing strategy for power market, striving to seize still huge, and it is in a critical period of simultaneous
market opportunities, and striving for economic power share, advancement of stock asset management and transformation and
thereby achieving an operating performance of 64,024,300 yuan development, the company's undistributed profit of
of net profit attributable to shareholders of listed companies. In 685,077,973.07 yuan will be mainly used to supplement liquidity
2021, with the market-oriented reform of electric power and meet operating needs to ensure the realization of operating
continues to advance, gas turbine power plants will face more objectives.
intense market competition. The company's two power plants
will face multiple pressures such as declining market share,
reduced power generation, and rising gas prices. The marginal
contribution of power generation production, power generation
rights transfer and spot market contract spread settlement will
also be narrowed, and the company will face more severe
challenges. In 2021, the company will continue to adhere to the
"1+5" strategic road map, closely focus on the overall goal of
"turning losses into gains and getting rid of difficulties,
transforming and developing, and deepening reforms", while
doing a good job in safe production and operation of the main
36
深圳南山热电股份有限公司 2020 年年度报告全文
business of electric power, and actively seek transformation and
development, search and develop project opportunities through
different channels.
Given that the company is still facing huge operating pressures
and it is difficult to meet the requirements for profit distribution
conditions in the company's Articles of Association, the company
does not plan to distribute profits in 2020.
II. Profit distribution plan and transfer of public reserve into share capital for the Period
□ Applicable √Not applicable
The Company has no plan of cash dividends distribution carried out for the Year, no bonus shares or transfer of public reserve into
share capital either.
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
The Accounting Standards for Business Enterprise No. 14 -Revenue was revised by Ministry of Finance in 2017. According to the
37
深圳南山热电股份有限公司 2020 年年度报告全文
revised standards, the cumulative impact of the first implementation of the Standard shall be adjusted to the amount of retained
earnings and other relevant items, in the financial statement at beginning of the first implementation period (1 Jan. 2020), information
during the comparable period shall not be adjusted.
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
During the reporting period, 70% equity of Dongguan Company, held by the Company are sold, Dongguan Company was no longer
included in the consolidate scope at end of the Period.
During the reporting period, the Company and China Science and Tech Innovation Venture Capital Management co-sponsor the
establishment of Zhuhai Hengqin Zhuozhi Investment Partnership (Limited Partnership) with 99.9643% shares held by the Company,
and included in consolidate scope of the Company in 2020.
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
LIXINZHONGLIAN CPAS (SPECIAL GENERAL
Name of domestic accounting firm
PARTNERSHIP)
Remuneration for domestic accounting firm (in 10 thousand
64
Yuan)
Continuous year of auditing service for domestic accounting firm 2
Name of domestic CPA Liu Xinfa, Cao Wei
Continuous year of auditing service for domestic CPA 2
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □ Not applicable
LIXINZHONGLIAN CPAS (SPECIAL GENERAL PARTNERSHIP) was appointed as the internal control auditing authority of the
Company for year of 2020 with expenses of 0.2 million Yuan for one year.
X. Facing delising after the disclosure of annual report
□ Applicable √ Not applicable
38
深圳南山热电股份有限公司 2020 年年度报告全文
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period.
XII. Major litigation and arbitration of the Company
□ Applicable √ Not applicable
No major litigation 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
During the reporting period, the company neither had any failure to implement the court’s effective judgments, nor had large amount
of due and unpaid debts that were, etc., and had a good credit. During the reporting period, the company had no controlling
shareholders or actual controllers.
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 party transaction
1. Related party transaction with routine operation concerned
√Applicable □ Not applicable
Whethe
Transact Trading r over
Proporti Availabl
ion limit the Means Index
Transact Pricing on in e Date of
Related Relation Transact amount( approve approve of of
ion Content principl similar similar disclosu
party ship ion in 10 d (in 10 d paymen disclos
Type e transacti market re
price thousan thousan limited t ure
ons price
d Yuan) d Yuan) or not
(Y/N)
Shenzhen Related Purchas The In In 1,366.0 100.00 8,867 N By -- 2019-06 The
39
深圳南山热电股份有限公司 2020 年年度报告全文
Energy legal e fuel Compan principl principl 1 % agreeme -25 Notice
Gas person y, New e, the e, the nt of OEM
Investme Power price price for
nt Compan shall not shall not Equity
Holding y and be be Gas
Co., Ltd., Donggu higher higher Purcha
Fuel an than the than the se and
Branch of Compan market market Related
Shenzhen y are price of price of Party
Energy entered natural natural Transac
Corporati into the gas with gas with tion
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Gas e to the e to the No.:
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Agreem
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with
Fuel
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40
深圳南山热电股份有限公司 2020 年年度报告全文
Shenzhe
n
Energy
Corporat
ion
1,366.0
Total -- -- -- 8,867 -- -- -- -- --
1
Detail of sales return with major
N/A
amount involved
Report the actual implementation of
the daily related party transactions
which were projected about their total Not applicable
amount by types during the reporting
period (if any)
Reasons for major differences
between trading price and market Not applicable
reference price (if applicable)
2. Related party transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related party transactions by assets acquisition and sold for the Company in Period.
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in Period.
4. Contact of related credit and debt
□ Applicable √ Not applicable
No contact of related credit and debt occurred in the Period
5. Other major related party transactions
□ Applicable √ Not applicable
No other major related party transactions occurred in the period
41
深圳南山热电股份有限公司 2020 年年度报告全文
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 12.5223
million Yuan
Gains/losses to the Company from projects that reached over 10% in total profit of the Company in reporting period
□ Applicable √ Not applicable
No gains or losses to the Company from projects that reached over 10% in total profit of the Company in reporting period.
(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
3. Entrust others to cash asset management
(1) Trust financing
√Applicable □Not applicable
Trust financing in the period:
In 10 thousand Yuan
Type Capital sources Amount occurred Outstanding balance Overdue amount
Bank financial products Own funds 48,965.56 57,565.56 0.00
Total 48,965.56 57,565.56 0.00
Details of the single major amount, or high-risk trust investment with low security, poor fluidity and non-guaranteed
42
深圳南山热电股份有限公司 2020 年年度报告全文
□Applicable √Not applicable
Entrust financial expected to be unable to recover the principal or impairment might be occurred
□ Applicable √ Not applicable
(2) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
4. Material contract with daily operation concerned
□ Applicable √ Not applicable
5. Other material contracts
√Applicable □ Not applicable
The
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ation
43
深圳南山热电股份有限公司 2020 年年度报告全文
by
supple
mental
agreem
ent
betwee
n the
two
parties
Pricing 7 Notice
principl March including: 70%
70%
e in the 2020, Equity of Shen
equity
agreem 24 Nan Dian
of
ent is March (Dongguan)
Dongg
that the 2020, Weimei Electric
uan
negotiat 11 Power Co., Ltd
Comp
ed April Transfer,
any
transfer 2020, Resolution of
(40%
price of and 4 the First
equity
underly July Extraordinary
held
ing 2020 Shareholders
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Watso assets General Meeting
y by
n (70% of 2020,
the
The (Beijin equity Progress of
Comp
Compa Shenzh g) of Compl Transfer of 70%
any,
ny, en Gas Intern Donggu Not eted Equity of Shen
and 2020-0 5,841.1 8,329.9 2019-0
Syndis Group ational an N applic on Nan Dian
30% 3-11 8 2 6-30
ome Co., Assets Compa able July 2, (Dongguan)
equity
Compa Ltd. Apprai ny )is 2020 Weimei Electric
held
ny sal higher Power Co., Ltd
throug
Co., than the and Completion
h
Ltd. apprais of the 70%
wholly
al value Equity of Shen
-owne
of the Nan Dian
d
underly (Dongguan)
subsidi
ing Weimei Electric
ary
assets Power Co., Ltd
Syndis
issued Transferred;
ome
by Notice No.:
Comp
Watson (2020-006,
any
(Beijin 2020-019,
indirec
g) 2020-023 and
tly)
Internat 2020-032);
ional Released on :
44
深圳南山热电股份有限公司 2020 年年度报告全文
Assets China Securities
Apprais Journal,
al Co., Securities
Ltd. Times, Hong
Kong
Commercial
Daily and
Juchao Website.
XVIII. Explanation on other significant events
1. Fulfill the social responsibility
In 2020, in the face of multiple pressures such as the sudden outbreak of COVID-19 epidemic, the main business of electric power
being full of challenges, and the road of transformation and development being full of thistles and thorns, the company actively
performed its social responsibility within its capacity, devoted itself to seeking the healthy and harmonious development of enterprise
and employees, enterprise and society, enterprise and environment while went out to pay close attention to production and operation
and seek transformation and development:
1. Corporate governance: in compliance with the relevant laws and regulations, governance norms of listed Company as well as the
Company’s Articles of Association, continuously improve and strictly abide by the modern corporate management system and
governance norms, and strive to realize the clear division of powers and responsibilities of the general meeting of shareholders, the
board of directors, the board of supervisors, and the management, so that each performs its own functions,, effectively checks and
balances, and coordinates for operation. In accordance with the listed company's corporate governance standards and related
regulations, the Company strictly implemented the decision-making procedures of the "three meetings", did a good job in
information disclosure and investor relationship management in accordance with laws and regulations, actively maintained the public
image of listed companies, and protected the legitimate interests of all shareholders.
2. Safety production: 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”; Take multiple measures
simultaneously to strengthen safety management, implement safety responsibilities at all levels, layer upon layer, and continue to
create a new situation in safety work.
3. 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, completed the environment
protection target for the whole year.
4. In terms of epidemic prevention and control: the company strictly implemented the decision-making and deployment of the Party
Central Committee and the State Council and the work requirements of the epidemic prevention and control command organizations
at all levels, and established a special agency for the prevention and control of the COVID-19 epidemic in a timely manner, and
established an epidemic prevention and control responsibility mechanism with responsibility to individual and the grid management
and control system, drew up epidemic prevention guidelines, emergency plans and various work rules, tried every means to purchase
epidemic prevention materials, strengthened the publicity, education, and care support for employees. There were no confirmed cases,
45
深圳南山热电股份有限公司 2020 年年度报告全文
suspected cases or cases of asymptomatic infection in the company system. While doing a good job in the prevention and control of
the epidemic, the company actively responded to the call for resumption of work and production, and organized production and
operation in a safe and orderly manner.
5. Human Resources: The Company attached great importance to talent training and employee care, continue to promote the reform
of human resources and further optimize the human resource allocation, improved employees’ professional quality and job
competence, and made necessary talent preparations for the Company's transformation and development, at the same time, created
favorable conditions for the personal career growth of employees; through a series of people’s livelihood care measures, created
better working environment and conditions for employees in accordance with local conditions, and increased employee happiness
and corporate cohesion
6. In terms of helping and supporting: the Company adopt 10 Mu lands from the poverty alleviation area-Hujing village, Longchuan
County, Heyuan, and 2400 kg rice with a total value of 39,600 Yuan; and purchase the agricultural products such as Chickpea, Navel
Orange and Apple /dry fruit in poverty alleviation areas from Lianping, Guangdong, Gannan, Jiangxi and Xinjiang respectively with
a total value of 112,040 Yuan. In difficult circumstances, the Company has contributed to changing the face of poor villages and
helping the poor to enter a well-off society together.
2. Fulfill the precise social responsibility for poverty alleviation
(1) Plan of precise poverty alleviation
(2) Summary of the annual precise poverty alleviation
The Company responds to the call of consumption poverty alleviation actively, adopt 10 Mu lands from the poverty alleviation
area-Hujing village, Longchuan County, Heyuan, and 2400 kg rice with a total value of 39,600 Yuan; and purchase the agricultural
products such as Chickpea, Navel Orange and Apple /dry fruit in poverty alleviation areas from Lianping, Guangdong, Gannan,
Jiangxi and Xinjiang respectively with a total value of 112,040 Yuan. In the case that the Company has not yet extricated itself from
the business dilemma, total amount of poverty alleviation through consumption in 2020 is 151,640 Yuan.
(3) Achievement in precise poverty alleviation
Unit of
Quota Numbers/Progress
measurement
I. Overall situation —— ——
Including: 1. Funds 10 thousand Yuan 15.16
II. Itemized input —— ——
1.Poverty alleviation for industrial
—— ——
development
2.Transfer employment to get rid of poverty —— ——
3.Moving out of poverty —— ——
46
深圳南山热电股份有限公司 2020 年年度报告全文
4.Poverty alleviation through education —— ——
5.Poverty alleviation through health —— ——
6.Poverty alleviation through ecological
—— ——
protection
7.overall guarantee —— ——
8.Social poverty alleviation —— ——
8.2 Investment amount of the
10 thousand Yuan 15.16
poverty alleviation in designated areas
9.Other —— ——
III. Awards (content,standards) —— ——
(4) Follow-up precise poverty alleviation plan
The Company has no follow-up precise poverty alleviation plan
3. Environmental protection
(1) The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection
department
√Yes □ No
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” 82.46 ton 457.5ton 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” 10.89ton 228.75ton 0
Industrial from boiler Power
emission
Co., Ltd. uptake Factory
standard<15
mg/m3
Shen Nan Oxynitride Concentrate 2 In plant area <50 mg/m3 GB13223 8.56ton 324.50ton 0
47
深圳南山热电股份有限公司 2020 年年度报告全文
Dian emission of
(Zhongshan from boiler Zhongshan
) Electric uptake Nanlang
Power Co., Power Plant
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
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
The Company shall comply with the disclosure requirements of Guidelines of Information Disclosure for Industry on Shenzhen
Stock Exchange No.15- Listed Companies are Engaged in Electricity-related Business
XIX. Other important events
√Applicable □ Not applicable
1. Matters related to the agreement to transfer 70% of the shares of Shen Nan Dian Dongguan Company. On March 5 and March 23,
2020, the Eleventh Extraordinary Meeting of the Company’s Eighth Board of Directors and the 2020 First Extraordinary General
Meeting of Shareholders respectively reviewed and approved the Proposal on the Agreement to Transfer 70% Equity of Shen Nan
Dian (Dongguan) Weimei Electric Power Co., Ltd.", agreeing to transfer 70% equity of Shen Nan Dian Dongguan Company directly
and indirectly held by the company to Shenzhen Gas at a total price of 104.98 million yuan (including the equity agreement price of
87.5 million yuan and the transition period gains and losses of 17.48 million yuan).As of 2 July 2020, the equity transfer amount
have received by the Company from Shenzhen Gas in whole, the 70% equity of Dongguan Company transferred has completed.
(Found more in the Notice released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao
Website, including 70% Equity of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd Transfer, Resolution of the First
Extraordinary Shareholders General Meeting of 2020, Progress of Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei
48
深圳南山热电股份有限公司 2020 年年度报告全文
Electric Power Co., Ltd and Completion of the 70% Equity of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Transferred (Notice No.: 2020-006, 2020-019, 2020-023 and 2020-032))
2. Matters concerning the company’s investment in Yuanzhi Ruixin New Generation Information Technology Equity Investment
Fund. On March 5, 2020 and March 23, 2020, the Eleventh Extraordinary Meeting of the Company’s Eighth Board of Directors and
the 2020 First Extraordinary General Meeting of Shareholders respectively reviewed and approved the Proposal on Investing in
Yuanzhi RuixinNew Generation Information Technology Equity Investment Fund and Related Transactions, agreed that the company
would invest 200 million yuan with its own funds in Yuanzhi RuixinNew Generation Information Technology Equity Investment
Fund.In view of the fact that Shenzhen Capital Holdings Co., Ltd, one of the limited partners of the fund, and Shenzhen Yuanzhi
Ruixin Equity Investment Management Co.,Ltd., the general partner of the fund, are all related legal persons of the company, the
company fulfills relevant approval procedures and information disclosure obligations in accordance with relevant regulations of
related transactions. As of the end of the reporting period, the related work is in progress. The company and related parties have not
signed the Partnership Agreement for Yuanzhi Ruixin New Generation Information Technology Equity Investment Fund. The
company will follow the progress of the matter and fulfill information disclosure obligations in accordance with the law and
regulations. (Found more in the Notice released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and
Juchao Website, including Notice on Investing in Yuanzhi RuixinNew Generation Information Technology Equity Investment Fund
and Related Transactions and Resolution of the First Extraordinary Shareholders General Meeting of 2020 (Notice No.: 2020-007
and 2020-019))
3. T102-0011, T102-0155 Land related matters
(1) On April 2, 2020, the company received the Notice of Shenzhen Qianhai Authority Regarding Resumption of Land Use Rights of
T102-0011 Parcel from Shenzhen Qianhai Authority. The company fulfilled its information disclosure obligations in a timely manner,
and immediately worked with special legal advisors to study the Shenzhen Qianhai Authority’s plan to take back the land use rights
of the T102-0011 parcel and its countermeasures. At the same time, it organized Shen Nan Dian Environment Protection Company,
the company’s wholly-owned subsidiary, and Nanshan Power Factory, a subsidiary of the company, carefully assessed the impact of
this matter on their normal production and operation. On April 24, the company delivered the "Reply to the Notice of Shenzhen
Qianhai Authority Regarding the Resumption of Land Use Rights of T102-0011 Parcel" (SNDHZ [2020 ] No. 4), which analyzed
and calculated the impact of Shenzhen Qianhai Authority's plan to recover the land use rights of 2531 square meters within
T102-0011 parcel on Shen Nan Dian Environment Protection Company and Nanshan Power Factory, andmade acompensation
request for the resumption of land use rights.The Company has arranged special personnel to follow up the progress of the matter,
and will take corresponding countermeasures according to the subsequent progress and fulfill the necessary information disclosure
obligations in line with the laws and regulations. (For details, please refer to the company’s Announcement About Receipt of the
Notice ofShenzhen Qianhai Authority Regarding Resumption of Land Use Rights of T102-0011 Parcel, theAnnouncement About
Reply to the Notice of Shenzhen Qianhai Authority Regarding the Resumption of Land Use Rights of T102-0011 Parcel disclosed on
China Securities Journal, Securities Times, Hong Kong Commercial Daily and cninfo, Announcement No.: 2020-020, 2020-029).
(2)On April 10, 2020, the company received the Letter of Notice Regarding the Selection of the Surveying, Mapping and Evaluation
Agency for the Land Preparation Project (Legal Buildings and Structures) of the Rapid Reconstruction Project of Yueliangwan
Avenue from Shenzhen Qianhai Development Investment Holding Co., Ltd. The company fulfilled its obligation of information
disclosure in a timely manner (for details, please refer to the company’s Announcement About Receipt of Letter of Notice Regarding
the Selection of the Surveying, Mapping and Evaluation Agency for the Land Preparation Project (Legal Buildings and Structures) of
the Rapid Reconstruction Project of Yueliangwan Avenue from Shenzhen Qianhai Development Investment Holding Co.,
Ltd.disclosed on China Securities Journal, Securities Times, Hong Kong Commercial Daily and cninfo, Announcement No.:
2020-024).
49
深圳南山热电股份有限公司 2020 年年度报告全文
(3)On June 19, 2020, Shenzhen Qianhai Authority issued the Announcement of Shenzhen Qianhai Authority on the Public
Presentation of the Development Unit Planning Revision (Draft) of Qianhai Area on its official website (hereinafter referred to as
"the Announcement"), and publicly presented the development unit planning revision (draft) for the three areas of Qianhai (Guiwan,
Qianwan and Mawan). The company fulfilled its obligation of information disclosure in a timely manner, and submitted the Opinions
of Shenzhen Nanshan Power Co., Ltd. on the Development Unit Planning Revision (Draft) of Qianhai Area to the Shenzhen Qianhai
Authority, put forward relevant issues concerning planning content of the company's Nanshan Power Factory (Development Unit 13)
in the Announcement, and raised an objection to the planning for Development Unit 13, hoping that Shenzhen Qianhai Authority will
fully consider the contributions the company made to Shenzhen and Qianhai area for more than 30 years, based on the principle of
“respect for history, cooperation and win-win”, taking the successful land preparation model and mature experience of Qianhai for
example, and properly solve the related issues of the company’s Nanshan Power Factory (Development Unit 13), so that the
legitimate rights and interests of listed companies and their shareholders shall be effectively protected. The Company has arranged
special personnel to follow up the progress of the matter, and will take corresponding countermeasures according to the subsequent
progress and fulfill the necessary information disclosure obligations in line with the laws and regulations.(Found more in the Notice
released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website, including the Notice on
Shenzhen Qianhai Authority issued the Announcement of Shenzhen Qianhai Authority on the Public Presentation of the Development
Unit Planning Revision (Draft) and Development Unit Planning Revision (Draft) of Qianhai Area to the Shenzhen Qianhai Authority
(Notice No.: 2020-031 and 2020-034))
(4) On September 24, 2020, the company learned about the Notice of Shenzhen Municipal Bureau of Planning and Natural Resources
on Printing and Distributing the "Urban Renewal and Land Preparation Plan of Shenzhen City in 2020" (hereinafter referred to as the
"Land Preparation Plan") from the Shenzhen Government's website. According to the relevant contents of the "Land Preparation
Plan" and its attached tables, the 2020 land preparation project of Qianhai Cooperation Zone still included the land purchase and
storage of the company's Nanshan Power Factory and other related contents. The company fulfilled its information disclosure
obligations in a timely manner, and followed up with legal counsel to understand the relevant situation. (Found more in the Notice
released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website, including the “Notifying
the Notice of Shenzhen Municipal Bureau of Planning and Natural Resources on Printing and Distributing the "Urban Renewal and
Land Preparation Plan of Shenzhen City in 2020"(Notice No.: 2020-042))
The company will continue to follow up the progress of matters related to the land where Nanshan Power Factory is located, maintain
close communication with relevant functional departments in Shenzhen and Shenzhen Qianhai Authority, to respond to any issues
that may have advance impact on the Company and its subordinate enterprises in a timely manner and put forward opinions and
appeals according to the laws, and do its best to protect the legitimate rights and interests of the listed company and all shareholders.
4. Adjustment of the on-grid tariff for gas generation. On 31 July 2020, Development and Reform Commission of Guangdong
Province issued the “Notice on Adjustment of the Electricity Price of Gas Generation in the Province” (Yue Fa Gai Price [2020]
No.284), hereinafter referred to as the Notice), and decided to further adjust the on-grid price of gas generation in Guangdong
Province. According to the spirit of the Notice, since 1 August 2020, the current generating sets of the Company, adjusted the on-grid
price from 0.665 Yuan/KWH to 0.63 Yuan/KWH (within the annual utilization hours of 4000 (inclusive)), and 0.463 Yuan/KWH
(with the annual utilization hours of above 4000). The on-grid price for contract price of 2020 will not adjusted in the Year temporary
(Found more in the Notice on Adjustment of the On-Grid Tariff for Gas Generation, Notice No.: 2020-037) released on China
Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website )
50
深圳南山热电股份有限公司 2020 年年度报告全文
5. Investment matters related to the Zhongshan Prefabricated Building Industrial Park project. On September 28, 2020, the 13th
interim meeting of the eighth session of the company’s board of directors reviewed and approved the Proposal on Investment in the
Zhongshan Prefabricated Building Industrial Park Project", and it was agreed that the company would invest 29.29 million yuan in
the Zhongshan Prefabricated Building Industrial Park project with its own funds. (Found more in the Notice released on China
Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website, including the Notice on Investment in the
Zhongshan Prefabricated Building Industrial Park Project (Notice No.: 2020-044))
6. Matters related to investment in Zhuhai Hengqin Zhuozhi Investment Partnership (Limited Partnership). On October 22, 2020, the
14th extraordinary meeting of the 8th board of directors of the company reviewed and approved the "Proposal on Investing in Zhuhai
Hengqin Zhuozhi Investment Partnership (Limited Partnership)", and agreed that the company would invest 279.9 million yuan with
its own funds in Zhuhai Hengqin Zhuozhi Investment Partnership (Limited Partnership). In November, the company received a
notice from the fund manager Guangdong China Science and Tech Innovation Venture Capital Management Co., Ltd. that Zhuhai
Hengqin Zhuozhi Investment Partnership (Limited Partnership) had completed the filing procedures of the fund in the Asset
Management Association of China in compliance with the requirements of the Securities Investment Fund Law and the Interim
Measures for the Supervision and Management of Private Equity Investment Fund and other laws and regulations. After completing
the filing procedures, this company has normally carried out the preliminary investment work of the target project in accordance with
the relevant regulations and its "Articles of Association". (Found more in the Notice released on China Securities Journal, Securities
Times, Hong Kong Commercial Daily and Juchao Website, including the Notice on Investing in Zhuhai Hengqin Zhuozhi Investment
Partnership (Limited Partnership); Notice on Completed the filing procedures of the funds (Notice No.: 2020-051; Notice No.:
2020-056))
Except for the above matters, the Company has sorted out the refundable items of the “Benefit Fund for Technical Renovation
Project” and communicated with relevant personnel, but no substantial progress was made during the reporting period; the
Guangdong Xinjiang Aid Project that the Company participated in 2013 had no further progress or change during the Period.
XX. Significant event of subsidiary of the Company
□ Applicable √Not applicable
51
深圳南山热电股份有限公司 2020 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
Capitaliz
New
Proportio Bonus ation of Proportio
Amount shares Others Subtotal Amount
n shares public n
issued
reserve
I. Restricted shares 14,139 0.0023% 14,139 0.0023%
1. State-owned shares
2. State-owned legal person’s
shares
3. Other domestic shares 14,139 0.0023% 14,139 0.0023%
Including: Domestic legal
person’s shares
Domestic natural
14,139 0.0023% 14,139 0.0023%
person’s shares
4. Foreign shares
Including: Foreign legal
person’s shares
Foreign natural
person’s shares
II. Unrestricted shares 602,748,457 99.9977% 602,748,457 99.9977%
1. RMB Ordinary shares 338,894,011 56.2235% 338,894,011 56.2235%
2. Domestically listed foreign
263,854,446 43.7742% 263,854,446 43.7742%
shares
3. Overseas listed foreign
shares
4. Others
III. Total shares 602,762,596 100.00% 602,762,596 100.00%
Reasons for share changed
□ Applicable √Not applicable
52
深圳南山热电股份有限公司 2020 年年度报告全文
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
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 common Total common Total preference Total preference
34,457 33,402 0 0
stock stock shareholders with shareholders
53
深圳南山热电股份有限公司 2020 年年度报告全文
shareholders at shareholders at voting rights with voting
end of the end of last month recovered at end of rights recovered
reporting before annual reporting period (if at end of last
period report disclosed applicable) (see month before
note 8) annual report
disclosed (if
applicable) (see
note 8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
Amount Amount
sharehold
Proportio Changes of of
Full name of Nature of n of ers at
in report restricted un-restrict
Shareholders shareholder shares the end of
State of share Amount
held period shares ed shares
report
held held
period
HONG KONG
NAM HOI Overseas legal 92,123,24 92,123,24
15.28%
(INTERNATIONA person 8 8
L) LTD.
Shenzhen Guangju State-owned legal 73,666,82 73,666,82
12.22%
Industrial Co., Ltd. person 4 4
Shenzhen Energy State-owned legal 65,106,13 65,106,13
10.80%
Group Co., Ltd. person 0 0
BOCI
Overseas legal 14,975,50 14,975,50
SECURITIES 2.48%
person 2 2
LIMITED
Domestic nature
Liu Fang 1.21% 7,285,988 7,285,988
person
Domestic nature
Zeng Ying 1.19% 7,159,600 7,159,600
person
China Merchants
State-owned legal
Securities H.K. 1.17% 7,079,728 7,079,728
person
Co., Ltd.
LI SHERYN Overseas nature
0.97% 5,825,490 5,825,490
ZHAN MING person
Meiyi Investment Domestic non
0.87% 5,217,800 5,217,800
Property Co., Ltd. state legal person
Haitong
International Overseas legal
0.65% 3,909,357 3,909,357
Securities person
Company
54
深圳南山热电股份有限公司 2020 年年度报告全文
Limited-Account
Client
Strategy investors or general
corporation comes top 10 shareholders
N/A
due to rights issue (if applicable) (see
note 3)
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED 100% held
Explanation on associated relationship by Shenzhen Energy Group Co., Ltd.;
among the aforesaid shareholders 2. The Company is unknown whether there exists associated 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
RMB common
Shenzhen Guangju Industrial Co., Ltd. 73,666,824 73,666,824
shares
RMB common
Shenzhen Energy Group Co., Ltd. 65,106,130 65,106,130
shares
Domestically
BOCI SECURITIES LIMITED 14,975,502 listed foreign 14,975,502
shares
RMB common
4,225,188
shares
Liu Fang 7,285,988 Domestically
listed foreign 3,060,800
shares
Domestically
Zeng Ying 7,159,600 listed foreign 7,159,600
shares
Domestically
China Merchants Securities H.K. Co.,
7,079,728 listed foreign 7,079,728
Ltd.
shares
Domestically
LI SHERYN ZHAN MING 5,825,490 listed foreign 5,825,490
shares
RMB common
Meiyi Investment Property Co., Ltd. 5,217,800 5,217,800
shares
55
深圳南山热电股份有限公司 2020 年年度报告全文
Domestically
Haitong International Securities
3,909,357 listed foreign 3,909,357
Company Limited-Account Client
shares
Expiation on associated relationship or
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED 100% held
consistent actors within the top 10
by Shenzhen Energy Group Co., Ltd.;
un-restrict shareholders and between
2. The Company is unknown whether there exists associated relationship or belongs to the
top 10 un-restrict shareholders and top
consistent actor among the other shareholders.
10 shareholders
Explanation on top 10 shareholders
Among the top ten shareholders, Ms. Liu Fang holds 4,180,688 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.
2. Controlling shareholders
Nature of controlling shareholders: no controlling shareholder
Type of controlling shareholders: nil
Explanation on the Company’s absence of controlling shareholder
At present, the company does not have shareholders who hold more than 50% of the company’s total share capital; or although the
proportion of shares held is less than 50%, the voting rights enjoyed by the shares held by them are sufficient to have a significant
impact on the resolutions of the general meeting of shareholders, that is, the company does not have the controlling shareholder as
defined in Item (ii) of Article 216 of the "Company Law of the People's Republic of China (Amended in October 2018)", or Item (v)
of Article 17.1 of the "Stock Listing Rules of Shenzhen Stock Exchange (Revised in 2020)".
Change of controlling shareholder in reporting period
□Applicable √Not applicable
The company has no controlling shareholders.
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
At present, the company does not have investors who are controlling shareholders holding more than 50% of the listed company's
shares, nor investors who can actually control more than 30% of the voting rights of the listed company's shares, nor investors who
can determine more than half members’ appointment of the company's board of directors through actual control of the company's
voting rights, nor investors who are able to have a significant impact on the resolutions of the company’s general meeting of
shareholders with their actual voting rights of the shares of the list company, nor investors who can determine or actually control the
56
深圳南山热电股份有限公司 2020 年年度报告全文
resolutions of the company’s board of directors with their actual voting rights of the shares of the list company or through
recommendations or nomination of directors, nor persons (including natural persons, legal persons or other organizations) who can
control or actually control the company’s behavior through investment relations, agreements or other arrangements; that is, there is
no circumstance concerning the identification standards of the actual controller or control rights of listed companies as defined in
Item (iii) of Article 216 of the "Company Law of the People's Republic of China (Amended in October 2018)", or Article 84 of the
Administrative Rules on the Acquisition of Listed Companies (Amended in March 2020), and Item (vi) and Item (vii) of Article 17.1
of the "Stock Listing Rules of Shenzhen Stock Exchange (Revised in 2020)".
Whether has shareholder owns over 10% shares at ultimate control level
√Yes □No
Legal Person
Change of actual controller in the period
□Applicable √Not applicable
Block diagram of company property rights and control relationships
Actual controller controlling the Company by entrust or other assets management
□ Applicable √ Not applicable
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深圳南山热电股份有限公司 2020 年年度报告全文
4. Particulars about other legal person shareholders with over 10% shares held
√Applicable □ Not applicable
Legal
Date of Main business or
Name of legal person shareholder representative/person in Registered capital
establishment management activities
charge
Holding shares through
HONG KONG NAM HOI
Wang Daohai May 14, 1985 HK$ 15.33 million investment
(INTERNATIONAL) LTD.
Set up industry, power
Shenzhen Guangju Industrial Co., investment (specific
Du Wenjun May 31, 1989 RMB 111.11 million
Ltd. projects will be declared
separately)
Development, production,
purchase and sale of various
RMB 230.971224 conventional energy
Shenzhen Energy Group Co., Ltd. Wang Daohai July 15, 1985
million (including electricity, heat,
coal, oil and gas) and new
energy
5. Shares reduction restriction from controlling shareholder, actual controller, recombined square and
other commitment entity
□ Applicable √ Not applicable
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深圳南山热电股份有限公司 2020 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period
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深圳南山热电股份有限公司 2020 年年度报告全文
Section VIII Convertible Bonds
□ Applicable √ Not applicable
The Company had no convertible bonds in the Period
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深圳南山热电股份有限公司 2020 年年度报告全文
Section IX. Particulars about Directors, Supervisors, Senior Officers
and Employees
I. Changes of shares held by directors, supervisors and senior officers
Amount Amount
Shares Shares
of shares of shares
held at Other held at
Working End date increased decreased
Start dated of office
Name Title Sex Age of office period-be changes period-e
status term in this in this
term
gin (share) nd
period period
(Share) (Share)
(Share) (Share)
Currently See note
Li Xinwei Chairman M 55 August 28, 2017 0 0 0 0 0
in office for details
Li
Vice Currently See note
Hongshen M 57 January 13, 2011 0 0 0 0 0
chairman in office for details
g
Huang Currently See note
Director M 49 June 3, 2019 0 0 0 0 0
Qing in office for details
Chen Director, Currently August 28, 2017, See note
M 55 0 0 0 0 0
Yuhui GM in office August 11, 2017 for details
Director,
Wu Standing Currently April 25, 2016, See note
M 55 0 0 0 0 0
Guowen Deputy in office April 1, 2016 for details
GM
Li Currently See note
Director M 41 June 3, 2019 0 0 0 0 0
Wenying in office for details
Independ
Mo Currently See note
ent M 54 November 17, 2017 0 0 0 0 0
Jianmin in office for details
director
Independ
Chen Currently See note
ent M 50 November 17, 2017 0 0 0 0 0
Zetong in office for details
director
Independ
Currently See note
Du Wei ent M 65 November 11, 2019 0 0 0 0 0
in office for details
director
Ye Chairman Currently See note
M 57 November 17, 2017 0 0 0 0 0
Qiliang of in office for details
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深圳南山热电股份有限公司 2020 年年度报告全文
superviso
ry board
Superviso Currently See note
Li Zhiwei M 40 June 3, 2019 0 0 0 0 0
r in office for details
Liao Superviso Currently See note
M 32 June 3, 2019 0 0 0 0 0
Junkai r in office for details
Employee
Liang Currently See note
superviso M 52 November 12, 2014 0 0 0 0 0
Jianqiang in office for details
r
Employee
Currently See note
Peng Bo superviso M 47 November 17, 2017 1,527 0 0 0 1,527
in office for details
r
Deputy
GM,
Currently December 30, 2006, See note
Zhang Jie secretary F 52 17,325 0 0 0 17,325
in office December 23, 2015 for details
of the
Board
Currently See note
Dai Xiji CFO M 51 November 17, 2017 0 0 0 0 0
in office for details
Total -- -- -- -- -- -- 18,852 0 0 0 18,852
Note: The office term of the 8th BOD, Supervisory Committee and the senior executives were expired on 17 Nov. 2020. In view of
the change of the relevant works have not been completed, change of the BOD and Supervisory Committee is postponed, the tenure
for specific committee of the Board and senior executives will be extended accordingly. Before the general election is completed, the
8th BOD, all members of the Supervisory Committee and senior executives will, in line with the laws, administrative regulations and
Article of Association, continue to perform the duties and obligation of the directors, supervisors and senior executive.
II. Changes of directors, supervisors and senior officers
□ Applicable √ Not applicable
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior officers at the present
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 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 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
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深圳南山热电股份有限公司 2020 年年度报告全文
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 chairman of the Company since August 2017, now served as chairman of
Shenzhen Energy Group Co., Ltd., Shenzhen Shen Nan Dian Environment Protection Co., Ltd., Shenzhen Shennandian Turbine
Engineering Technology Co., Ltd. and director of Shen Nan Energy (Singapore) Co., Ltd. Since May 2019, he has been the secretary
of the party committee of the company.
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. Huang Qing, born in 1971, intermediate economist, master of economics, graduated from Wuhan University with a major in
national economic planning and management. He successively served as a staff member, deputy chief staff member, and a chief staff
member of the General Office of Shenzhen Municipal Government, deputy chief of the General Office of Shenzhen Municipal
Government, chief of the General Office of Shenzhen Municipal Government, deputy departmental-level secretary of the General
Office of Shanxi Provincial Government, deputy director of Shanxi Provincial Government's Guangzhou Office and a member of the
Party Group. He currently serves as deputy general manager of Shenzhen Capital Operation Group Co., Ltd. (Former Shenzhen
Yuanzhi Investment Co., Ltd.), concurrently serves as director and president of Guangzhou NasSoft Information Technology Co.,
Ltd., director of Shenzhen Energy Corporation, director and vice president of Shenzhen Water Investment Co., Ltd., director of
Shenzhen HTI Group Co., Ltd., director of Xiong'an Lvyan Zhiku Co., Ltd., director of Shenzhen Institute of Building Research Co.,
Ltd., supervisor of Shenzhen Yixin Investment Co., Ltd., and the director of Shum Yip Investment Development Co., Ltd .; and he
serves as the director of the Company since June 2019.
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 the director of Shen Nan Energy (Singapore) Co., Ltd. since August 2017. From May
2019 to present, he has been the deputy secretary of the party committee 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. Li Wenying, born in 1979, master of business administration, graduated from Guanghua School of Management, Peking
University with a major in business administration. He successively served as the planning director of National Express Transport
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深圳南山热电股份有限公司 2020 年年度报告全文
Group Co., Ltd., department manager of Shenzhen Zhongnan Industrial Co., Ltd., department manager of Shenzhen Tongchan Group
Co., Ltd., investment manager, senior manager and deputy director of Shenzhen Capital Operation Group Co., Ltd. (Former
Shenzhen Yuanzhi Investment Co., Ltd.), and the deputy director (presiding over the work) of Investment Development Department
of Shenzhen Capital Co., Ltd. He currently serves as the director of the Investment Development Department of Shenzhen Capital
Group Co., Ltd.(former Shenzhen Capital Co., Ltd.), concurrently serves as director of Shenzhen Energy Group Co., Ltd. and
director of Shenzhen SD Microfinance Co., Ltd .; since June 2019, he has been a director of the Company.
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
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 also serves as independent director of Shenzhen Kunpeng Holdings Co.,
Ltd., an unlisted company, and independent director of Shenzhen Zhuolineng Technology Co., Ltd. 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 (Also known as South China International
Economic and Trade Arbitration Commission, Shenzhen Arbitration Commission), concurrently an independent director of listed
company Tianma Microelectronics Co., Ltd. (A-share 000050), 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. Du Wei, born in 1955, senior engineer, Ph.D., graduated from the Institute of Plasma Physics Chinese Academy of Sciences,
majoring in nuclear fusion and plasma physics. He served as a cadre of the National Energy Commission, assistant engineer and
principal staff member of the Yangtze River Basin Planning Office, engineer and deputy manager of China Nanshan Development
Co., Ltd., deputy general manager and general manager of Shenzhen Changjiang Computer Industry Corporation, deputy director and
director of the senior manager evaluation and recommendation center of the Organization Department of Shenzhen Municipal
Committee, deputy general manager of Shenzhen Expressway Development Co., Ltd.; president of Shenzhen International Western
Logistics Co., Ltd., general manager of Shenzhen International Qianhai Industry (Shenzhen) Co., Ltd., and senior consultant of
Shenzhen International Business Management (Shenzhen) Co., Ltd. He is currently Current Executive Director of Shenzhen Borun
Investment Co., Ltd., and has been an independent director of the Company since November 2019.
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
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深圳南山热电股份有限公司 2020 年年度报告全文
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, served as the deputy secretary of
party general branch of the Company from July 2018 to May 2019, now he served as deputy party secretary the Company since May
2019. Since November 2017, he has been the chairman of the company's board of supervisors.
Mr. Li Zhiwei, born in 1980, senior accountant, certified public accountant, national leading accountant (enterprise), Doctor of
Accounting, graduated from Xiamen University majoring in Accounting. He has successively served as cost strategy planner, finance
director of R & D system, investment director, subsidiary CFO, and foreign exchange director of ZTE Corporation, and chief
accountant of ZTE Corporation. He currently serves as deputy director of the Planning and Finance Department of Shenzhen Capital
Operation Group Co., Ltd. (Former Shenzhen Yuanzhi Investment Co., Ltd.) and concurrently serves as a director of Shenzhen
CMAF Intelligent Industry Co., Ltd. and a director of Shenzhen SD Microfinance Co., Ltd.; since June 2019, he has been a
supervisor of the Company.
Mr. Liao Junkai, born in 1988, CPC member, master of law, graduated from South China University of Technology with a major in
master of law (law). He has successively held positions of assistant, supervisor and manager of the Risk Control Department of
Shenzhen Capital Co., Ltd. He is currently the senior manager of the Risk Control Department of Shenzhen Capital Operation Group
Co., Ltd. (Former Shenzhen Yuanzhi Investment Co., Ltd.), concurrently serve as supervisor of Shenzhen Academy of Building
Research Co., Ltd. He has been a supervisor of the Company since June 2019.
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; 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 in December 2017. Since September 2020, he has served as
the full-time deputy director of the company's safety committee office, and currently concurrently serving as Vice Chairman of
Shenzhen New Power Industry Co., Ltd. He serves as employee supervisor of the Company since November 2014
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 has
served as general manager of Nanshan Thermal Power Plant since September 2020, and currently concurrently director of Shenzhen
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深圳南山热电股份有限公司 2020 年年度报告全文
Shennandian Environmental Protection Co., Ltd. Now he holds the employee supervisor of the Company since November 2017.
Senior officers of the Company:
Resume of Director/GM Chen Yuhui and Director/ standing deputy GM Wu Guowen found the aforesaid.
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 Energy (Singapore) 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 on
shareholder’s unit
unit n
(Y/N)
Li Xinwei Shenzhen Energy Group Co., Ltd. Director April 24, 2019 N
Huang Qing Shenzhen Energy Group Co., Ltd. Director April 24, 2019 N
Li Wenying Shenzhen Energy Group Co., Ltd. Director April 24, 2019 N
Post-holding in other unit
√Applicable □ Not applicable
Received
Name Name of other units Position in remuneration
Worked from Expired on
other unit from other unit
(Y/N)
66
深圳南山热电股份有限公司 2020 年年度报告全文
Shenzhen Shen Nan Dian Environment
Chairman October 30, 2018 N
Protection Co., Ltd.
Li Xinwei Shenzhen Shennandian Turbine
Chairman January 18, 2019 N
Engineering Technology Co., Ltd.
Shen Nan Energy (Singapore) Co., Ltd. Director December 27, 2017 N
Li Hongsheng Shenzhen Guangju Energy Co., Ltd. Director, GM December 22, 2007 Y
Deputy
Shenzhen Capital Operation Group Co.,
Huang Qing General September 1, 2016 Y
Ltd.
Manager
Shen Nan Dian (Zhongshan) Electric
Chairman August 26, 2017 N
Chen Yuhui Power Co., Ltd.
Shen Nan Energy (Singapore) Co., Ltd. Director December 27, 2017 N
Wu Guowen Shenzhen Server Energy Co., Ltd. Chairman May 2, 2018 N
Director of
the
Shenzhen Capital Operation Group Co.,
Li Wenying Investment January 1, 2014 Y
Ltd.
Development
Department
Deputy
director of
Shenzhen Capital Operation Group Co.,
Li Zhiwei accounting May 1, 2018 Y
Ltd.
and finance
department
Senior
Shenzhen Capital Operation Group Co., manager of
July 1, 2014 Y
Ltd. risk control
Liao Junkai
department
Shenzhen Institute of Building Research
Supervisor November 4, 2020 N
Co., Ltd.
Da Hua Certified Public Accountants Partner June 9, 2014 Y
Independent N
Shenzhen Kunpeng Holdings Co., Ltd. October 2019
Mo Jianmin director
Shenzhen Zhuolineng Technology Co., Independent N
December 2020
Ltd. director
Junzejun Law Offices Senior partner September 1, 2012 Y
Chen Zetong Independent
Tianma Microelectronics Co., Ltd. June 19, 2016 N
director
Executive
Du Wei Shenzhen Borun Investment Co., Ltd. February 2020 Y
director
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深圳南山热电股份有限公司 2020 年年度报告全文
Vice
Shenzhen New Power Industrial Co., Ltd. February 23, 2018 N
Liang chairman
Jianqiang Shenzhen Nanshan Thermal Power Co., September 7,
GM December 12, 2017 Y
Ltd. Nanshan Thermal Power Plant 2020
Shenzhen Shen Nan Dian Environment September 7,
GM October 16, 2017 Y
Protection Co., Ltd. 2020
Shenzhen Shen Nan Dian Environment
Peng Bo Director October 16, 2017
Protection Co., Ltd.
Shenzhen Nanshan Thermal Power Co.,
GM September 7, 2020 Y
Ltd. Nanshan Thermal Power Plant
Shenzhen New Power Industrial Co., Ltd. Chairman February 23, 2018 N
Dai Xiji
Shen Nan Energy (Singapore) Co., Ltd. Director December 27, 2017 N
Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors, supervisors and
senior officers during the reporting period
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior officers
Decision-making procedures, recognition basis and payment for directors, supervisors and senior officers
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
officers.
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 officers 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 officers, the relevant expenses arising from transportation,
accommodation, research, study and attending a meeting are borne by the Company.
Remuneration for directors, supervisors and senior officers 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 55 85.50 N
office
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深圳南山热电股份有限公司 2020 年年度报告全文
Currently in
Li Hongsheng Vice chairman M 57 0.00 Y
office
Currently in
Huang Qing Director M 49 0.00 Y
office
Currently in
Chen Yuhui Director, GM M 55 77.50 N
office
Director,
Currently in
Wu Guowen Standing deputy M 55 72.00 N
office
GM
Currently in
Li Wenying Director M 41 0.00 Y
office
Independent Currently in
Mo Jianmin M 54 11.90 N
director office
Independent Currently in
Chen Zetong M 50 11.90 N
director office
Independent Currently in
Du Wei M 65 11.90 N
director office
Chairman of
Currently in
Ye Qiliang supervisory M 57 71.50 N
office
committee
Currently in
Li Zhiwei Supervisor M 40 0.00 Y
office
Currently in
Liao Junkai Supervisor M 32 0.00 Y
office
Employee Currently in
Liang Jianqiang M 52 43.60 N
supervisor office
Employee Currently in
Peng Bo M 47 41.00 N
supervisor office
Deputy GM,
Currently in
Zhang Jie secretary of the F 52 69.50 N
office
Board
Currently in
Dai Xiji CFO M 51 69.50 N
office
Total -- -- -- -- 565.80 --
Delegated equity incentive for directors, supervisors and senior officers in reporting period
□ Applicable √ Not applicable
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深圳南山热电股份有限公司 2020 年年度报告全文
V. Particulars of workforce
1. Number of Employees, Professional categories, Education background
Employee in-post of the parent Company (people) 270
Employee in-post of main Subsidiaries (people) 133
The total number of current employees (people) 403
The total number of current employees to receive pay (people)
403
Retired employee’ s expenses borne by the parent Company and
0
main Subsidiaries (people)
Professional categories
Types of professional category Numbers of professional category
Production staff 224
Sales staff 0
Technical staff 0
Financial staff 23
Administration staff 156
Total 403
Education background
Type of education background Numbers (people)
High school and below
66
3-years regular college graduate and Polytechnic school graduate
166
Bachelor degree
149
Master and above
22
Total 403
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 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 of the general manager, deputy general manager and other senior officers’ level will be
prepared by the Board Remuneration and Appraisal Committee and then be submitted to the board of directors for approval. The
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深圳南山热电股份有限公司 2020 年年度报告全文
Board of Directors will decide the annual remuneration standard of the senior officers 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 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. Implementation of employee training
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) Training and study of party members: the Company Party committee 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 teachers and 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”. We will ensure that party organizations play the role
of battle-bastion 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 X. 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 administrative regulations, other regulatory documents, and requirements of Articles of Associations and
rules of procedures, constantly optimized the corporate governance structure, maintained sound modern enterprise management
system, improve governance and standardization meticulous management, and effectively protected the interests and legitimate rights
of listed companies, investors and employees.
1. Shareholders' meeting: the Company holds the shareholders general meeting in strict accordance with the legal procedures, and to
ensure that the shareholders exercise their rights in accordance with the law. During the reporting period, the Company held one
regular shareholders’ meeting and two extraordinary 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 qualifications and proposals of the attendees met the requirements of laws
and regulations, and the resolutions of the shareholders' general meeting were disclosed in a timely manner after the meeting, which
effectively protected all shareholders from exercising their right to know and vote on major issues of the Company in accordance
with the law. Shareholders of the Company earnestly fulfilled their responsibilities under the Company Law and Articles of
Association , there were no large shareholders and related parties who occupied or transferred the Company's funds, assets and other
resources with various forms.
2. Board of Directors: The Company's board of directors adhered to standardized operation and management, took various measures
to strengthen its own construction, and improved the board's standardized operation and scientific decision-making level. In the
report period, the Board of Directors of the Company held two regular meetings and six extraordinary meetings to carefully research,
deliberate and make decisions on significant matters within the rights of board of directors. Four special committees under the Board
of Directors, the Strategy and Investment Committee, Audit Committee, Nomination Committee, as well as Remuneration and
Appraisal Committee are carefully deliberated relevant proposals and giving opinions and suggestions. The full use of the active role
of the special committees in major investment decisions, important personnel adjustments, standardized salary management, internal
audit, and risk control has effectively ensured the scientific nature of the Company's decisions and the normalization of management.
Independent directors played their professional advantages, upheld the objective and independent principle and conscientiously
performed their duties, 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. They issued independent opinions on resolutions and brought forward
constructive comments and suggestions on the Company’s standardized operation and risk prevention.
3. Supervisory Committee: pursuit to relevant rules of laws and regulations, supervisory committee of the Company perform the
supervision responsibility in line with to the Company and shareholders responsible manner. During the reporting period, the
Supervisory Committee of the Board held two regular meetings and four extraordinary meetings, effectively supervised the
day-to-day operations of the board of directors, the Company's financial status, operating conditions, related transactions, asset
disposal, financial investment, and the legality and compliance of directors and senior management in performing their duties,
independently issued opinions, and effectively protected the legitimate rights and interests of the Company and shareholders,
especially the small and medium shareholders. At the same time, the board of supervisors extended the connotation of supervision
and standardized operation and risk prevention to daily operations, the board of supervisors also learned about the Company's
operations and management by attending the shareholders' meetings and attending the board meetings and organizing on-site
inspections on the Company's subsidiaries to better understand the Company's operations and management so as to better perform
supervisory duties.
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4. Manager Office: During the reporting period, the Company's managers strictly implemented various decisions of the shareholders'
meeting and the board of directors in accordance with the requirements of relevant laws and regulations and the Company's Articles
of Association and other regulatory documents, and actively organized the Company's various production, operation and management
tasks, constantly improved the office conference system and internal control system, continued to optimize work processes and
decision-making procedures, built a harmonious and aggressive corporate culture atmosphere, followed the work principle of
reasonable division of labor and enhanced cooperation and the purpose of collective decision-making on major issues, and
continuously improved the Company's management level and strive to achieved better business performance.
5. Major information confidentiality : In strict accordance with the regulations and requirement of Rules Governing the Listing of
Stocks and Insiders Registration System, to standardize the confidentiality of inside information, and submit the inside information
list in strict accordance with relevant regulations, 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.
There were no significant information disclosures within the reporting period. During the reporting period, the Company did not
provide undisclosed information to large shareholders in violation of information disclosure requirements.
6. Information disclosure and investor relations management: During the reporting period, in strict accordance with the requirement
of relevant laws, regulations and normative documents as Company Law, Rules Governing the Listing of Stocks and Management
Mechanism of the Information Disclosure, conscientiously fulfill the obligation of information disclosure, and disclosed the periodic
and Ad-hoc Reports in a timely and fair manner to whole shareholders on China Securities Journal, Securities Times, Hong Kong
Commercial Daily and Juchao Website with truthfulness, accuracy and completeness contents. In 2020, the Company completed the
preparation and disclosure of periodic reports and interim announcements on schedule, a total of 62 announcements were issued
throughout the year, strive to give investors a complete picture of the Company’s produce, operation, governance, and significant
matters. The Company strictly complied with the requirements of the "Company Investor Relations Management Work System" and
did a good job in investor relations management. In addition to the on-site visit reception, it also used the Company's mailbox,
investor phone line, and the irm.cninfo.com.cn of Shenzhen Stock Exchange, the smooth communication channels with investors
enabled investors to have a more comprehensive, in-depth and objective understanding of the Company.
7. Internal control and standardized management: During the reporting period, in order to better meet the company's needs for
standardized governance and efficient operation, in accordance with the requirement of relevant laws, regulations and normative
documents, combine with actual condition of the Company, to established and completed the management mechanism and working
procedure matching the innovation management mode timely, to ensure an efficient decision-making and standardization of the
business operation. The Company carried out special audit work on internal control self-evaluation and internal regular audit, and
took active and effective measures to improve existing problems and deficiencies. Strengthened the training and ideological
education of directors, supervisors, senior officers 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.
8. Self-examination and continuous improvement of corporate governance: in accordance with the spirit of the "Opinions of the State
Council on Further Improving the Quality of Listed Companies" and the "Notice of the Shenzhen Securities Regulatory Bureau on
Promoting the Implementation of Main Responsibilities of Listed Companies in the Jurisdictional Area to Improve Governance and
Achieve High-Quality Development" and other documents and the relevant requirements of Shenzhen Securities Regulatory Bureau,
the company carried out a self-inspection of the governance situation and formed a "Self-inspection Report on the Quality of
Corporate Governance", which was submitted to the Shenzhen Securities Regulatory Bureau within the specified time (before
December 31, 2020), and in accordance with the requirements, on February 1, 2021, the "Self-inspection Report on the Quality of
Corporate Governance" has been submitted to the sixteenth extraordinary meeting of the company's eighth board of directors for
deliberation. In accordance with the spirit of the China Securities Regulatory Commission's "Announcement on Launching Special
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深圳南山热电股份有限公司 2020 年年度报告全文
Actions on the Governance of Listed Companies" and the requirements of the Shenzhen Securities Regulatory Bureau, the company
has initiated relevant work, which will be completed on schedule.
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 officers are full-time executives and are paid remuneration by the
Company and none of them takes any administrative positions other than director and supervisor in shareholders units. 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 2020 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
Announcement
name:
“ Shenzhen Nanshan
Power Co., Ltd.
Resolution Notice of
First Extraordinary
shareholders’ general
First Extraordinary Extraordinary
meeting of 2020”;
shareholders’ general shareholders’ general 42.09% March 23, 2020 March 24, 2020
Announcement
meeting of 2020 meeting
number:2020-019;
published on “China
Securities Journal”
“Securities Times”
“Hong Kong
Commercial Daily”
and Juchao Website
Announcement
name:
“ Shenzhen Nanshan
Power Co., Ltd.
Resolution Notice of
Annual General
Meeting 2019”;
Annual General
AGM 38.72% April 10, 2020 April 11, 2020 Announcement
Meeting of 2019
number:2020-021;
published on “China
Securities Journal”
“Securities Times”
“Hong Kong
Commercial Daily”
and Juchao Website
Second Extraordinary Announcement
Extraordinary shareholders’ general 38.78% October 16, 2020 October 17, 2020 name:
shareholders’ general meeting “ Shenzhen Nanshan
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深圳南山热电股份有限公司 2020 年年度报告全文
meeting of 2020 Power Co., Ltd.
Resolution Notice of
Second
Extraordinary
shareholders’ general
meeting of 2020”;
Announcement
number:2020-049;
published on “China
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
Mo Jianmin 8 0 8 0 0N 1
Chen Zetong 8 0 8 0 0N 2
Du Wei 8 0 8 0 0N 3
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
□ Yes √ No
No independent directors come up with objection about Company’s relevant matters in the Period
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深圳南山热电股份有限公司 2020 年年度报告全文
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 2020, member of the strategy and investment management committee attended the 8 meetings of the Board, 3 shareholders general
meetings, they careful review the all comprehensive documents as Work Report of GM for year of 2019, and Proposal for financial
statement report of 2019, Integrated Business Plans for year of 2020, 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 company's major investment decisions
On March 5, 2020, the Strategy and Investment Management Committee of the 8 th Board of Directors of the Company held its fifth
meeting by way of communication voting, reviewed and approved the Proposal on Transferred 70% Equity of Shen Nan Dian
(Dongguan) Weimei Electric Power Co., Ltd by Agreement and Proposal on Investing in Yuanzhi RuixinNew Generation Information
Technology Equity Investment Fund and Related Transactions.
On March 18, 2020, the Strategy and Investment Management Committee of the 8 th Board of Directors of the Company held its sixth
meeting by way of communication voting, reviewed and approved the 2019 Annual Performance Report of the Strategy and
Investment Management Committee of the Board of Directors, and studied and determined the work ideas and work plans for 2020.
On September 28, 2020, the Strategy and Investment Management Committee of the 8 th Board of Directors of the Company held its
seventh meeting by way of communication voting, reviewed and approved the “Proposal on Investment in the Zhongshan
Prefabricated Building Industrial Park Project" and Proposal on Purchasing Financial Products with Idle Own Funds.
On October 22, 2020, the Strategy and Investment Management Committee of the 8 th Board of Directors of the Company held its
seventh meeting by way of communication voting, reviewed and approved the Proposal on Investment for Zhuhai Hengqin Zhuozhi
Investment Partnership (Limited Partnership).
(ii) Audit Committee
1. Attending the meeting of the Board and shareholder general meeting, know the production, operation and development of the
Company
In 2020, the audit committee members of the company’s board of directors attended 8 board meetings, 3 shareholders meetings, and
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深圳南山热电股份有限公司 2020 年年度报告全文
carefully reviewed all documents including “2019 Annual General Manager Work Report” and “Proposal on the 2020 Annual
Comprehensive Business Plan” and conduct careful research on documents as auditing reports and internal control system and
relevant proposals, creating conditions for conscientious performance of duties and suggestions to the Board.
2. Held meeting of Audit Committee and issued opinions on annual audit and other related matters.
On January 9, 2020, the eighth meeting of the Audit Committee of the eighth Board of Directors of the Company was held by
telephone conference. The meeting heard the explanation from Lixin Zhonglian Certified Public Accountants (SPECIAL GENERAL
PARTNERSHIP)’s introduction to the communication issues with the management during the 2019 annual audit, and discussed the
important matters raised by the accountants in the audit process item by item, and determined the treatment opinions on the important
matters, and required the Company to cooperate with the audit institution to finalize the 2019 annual audit report in strict accordance
with the requirements of regulatory authorities.
On March 18, 2020, the Audit Committee of the 8th Board of Directors of the Company convened the 9th meeting by way of
communication voting, and listened to the 2019 Financial Audit Report and 2019 Internal Control Audit Report, the deliberation
reviewed and passed the Proposal for Reviewing 2019 Annual Internal Control Evaluation Report, the Re-engagaement of Auditing
Institution and Remuneration for year of 2020 and the 2020 Duty Performance Report of the Audit Committee of the Board etc.
(iii) Nomination Committee
1. Attending the shareholding meeting and the Board, keep track of the production, operation and development of the Company
In 2020, members of the Nomination Committee of the 8th Board of Directors attended 8 Board meetings, and 3 shareholders
meetings, they careful review the all documents as Work Report of GM for year of 2019, and Integrated Business Plans for year of
2020. 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, consider the review the Performance Report for year of 2019
On March 18, 2020, the Nomination Committee of the 8th Board of Directors of the Company convened the 6th meeting, reviewed
and approved the Performance Report for year of 2019 of Nomination Committee of the Board, and formulated a working ideas and
plans for the year of 2020.
(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 2020, members of the remuneration and appraisal committee attended 8 Board meetings, 3 shareholders’ meetings, they careful
review all documents as Work Report of GM for year of 2019, Proposal on the 2019 financial final report, and Integrated Business
Plans for year of 2020, 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.
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 18, 2020, the Remuneration and Appraisal Committee of the 8 th Board of Directors convened 4th meeting by way of
communication voting, reviewed and approved the Work Report of Remuneration and Appraisal Committee for year of 2019,
Proposal to Award the 2019 Profitable Award and Proposal on Accrual of Special Award for Year of 2020.
On May 20, 2020, the Remuneration and Appraisal Committee of the 8th Board of Directors convened 5th meeting by way of
communication voting, reviewed and approved the Proposal on Distribution of Profitable Award for year of 2019.
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On September 28, 2020, the Remuneration and Appraisal Committee of the 8 th Board of Directors convened 6th meeting by way of
communication voting, reviewed and approved the Proposal on Accrual of Fixed Pay for Year of 2020.
On December 8, 2020, the Remuneration and Appraisal Committee of the 8 th Board of Directors convened 7th meeting by way of
communication voting, reviewed and approved the Proposal on Specific Evaluation and Accrual Method for the Transitional
Development Award for 2020.
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 officers
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 officers 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 officers, 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 officers. After
the year ends, determine the annual remuneration granting standard in accordance with the appraisal of completion of operation
performance and in combination of the performance of duties of senior officers.
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
March 26, 2021
evaluation report
Disclosure index of full internal control “Evaluation report of internal control for year of 2020” published on Juchao Website
evaluation report (www.cninfo.com.cn)
The ratio of the total assets of units
included in the scope of evaluation
accounting for the total assets on the 99.30%
Company's consolidated financial
statements
The ratio of the operating income of units
included in the scope of evaluation
100.00%
accounting for the operating income on the
Company's consolidated financial
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深圳南山热电股份有限公司 2020 年年度报告全文
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
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
Qualitative criteria
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
General defects: under major operational
Company with moderate defects is not the
activities, there are moderate defects in
main one participating into the major
few of companies which are consolidated
operational activities; or there are only
into the preparation of financial
general defects in companies which are
statements, and the Company with
consolidated into the preparation of financial
moderate defects is not the main one
statements; there are no internal control
participating into the major operational
defects in major operational activities and
activities; or there are only general
there are only internal control defects in
defects in companies which are
minor operational activities.
consolidated into the preparation of
financial statements; there are no internal
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深圳南山热电股份有限公司 2020 年年度报告全文
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
