Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 1 Stock Code:000037, 200037 Stock Code:2009-058 Short Form of the Stock:Shennandian A, Shennandian B Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 All the directors presented the board meeting on discussing the Third Quarterly Report except for the following directors. Name of absent directors Positions of absent directors Reasons for absence from the meeting Name of entrustee Wang Jianbin Vice Chairman Absent due to other work Independent Director Wu Xiaolei He Yingyi Director Absent due to other work Vice Chairman Sun Yulin Li Hongsheng Director Absent due to other work Independent Director Wu Xiaolei Zhou Chengxin Independent Director Absent due to other work Independent Director Yu Xiufeng Xu Jing’an Independent Director Absent due to other work Independent Director Yu Xiufeng 1.3 The Third Quarterly Financial Report of 2009 has not been audited by CPAs. 1.4 Chairman of the Board Yang Haixian, Director and General Manager Fu Bo, CFO Lu Xiaoping and Manager of Financial Dept. Mr. Huang Jian hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB Sep. 30, 2009 Dec. 31, 2008 Increase/decrease scope (%) Total assets (RMB) 5,223,649,340.71 4,985,939,525.71 4.77% Owners’ equities attributable to the shareholders of listed company (RMB) 1,941,048,161.36 1,773,172,227.76 9.47% Share capital (Share) 602,762,596.00 602,762,596.00 0.00% Net assets per share attributable to the shareholders of listed company (RMB/Share) 3.22 2.94 9.52%Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 2 July-Sep. 2009 Increase/decrease over the same period of the last year (%) Jan.-Sep. 2009 Increase/decrease over the same period of the last year (%) Total operating income (RMB) 609,216,822.80 -30.22% 1,487,870,813.13 -47.27% Net profit attributable to the shareholders of listed company (RMB) 106,914,277.39 4,838.89% 167,875,933.60 499.40% Net cash flow arising from operating activities (RMB) - - 236,872,808.32 -294.35% Net cash flow arising from operating activities per share (RMB/Share) - - 0.39 -294.35% Basic earnings per share (RMB/Share) 0.177 -4,525.00% 0.279 506.52% Diluted earnings per share (RMB/Share) 0.177 -4,525.00% 0.279 506.52% Return on equity (%) 5.51% 4,338.46% 8.65% 437.27% Return on equity after deducting non-recurring gains and losses (%) 5.49% 18,400.00% 8.58% -770.31% Unit: RMB Items of non-recurring gains and losses Balance from year begin to the end of report period Remarks Net value of non-operating income and expense 1,376,466.01 Total 1,376,466.01 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 41,168 Particulars about the shares held by the top ten shareholders with unrestricted conditions Full Name of shareholder Unrestricted shares held Type of shares SHENZHEN GUANGJU ELECTRONIC INVESTMENT CO., LTD 119,802,838 RMB ordinary share HONG KONG NAM HOI (INTERNATIONAL) LIMITED 92,123,248 Domestically listed foreign share BNP P P/PAND INVESTMENT CO., LTD. 66,811,194 Domestically listed foreign share SHENZHEN ENERGY (GROUP) CO., LTD. 65,106,130 RMB ordinary share STATE GRID SHENZHEN ENERGY DEVELOPMENT (GROUP) CO., LTD. 41,726,049 RMB ordinary share MORGAN STANLEY & CO. INTERNATIONAL PLC 18,128,286 Domestically listed foreign share YANG SHI MIN 2,498,210 Domestically listed foreign share YAN TIAN GONG 2,075,200 Domestically listed foreign share Zhongshan Changli Real Estate Development Co., Ltd. 1,770,000 RMB ordinary share NAITO SECURITIES CO., LTD. 1,700,382 Domestically listed foreign share §3. Significant eventsShenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 3 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable (1)Particulars about profit statement Item Change scope Main reasons Operating income -47.27% Power generation was reduced Operating cost -63.71% Power generation was reduced; fuel cost fell greatly Sales expense -58.22% Decreased purchase for oils Non-operating income -75.49% Power generation was reduced; and subsidy for fuel oil decreased Non-operating expenditure -99.00% Decreased loss from disposing fixed assets Income tax expense -98.73% Profit of this year was used for offsetting the losses of previous years Net profit attributable to owners of parent company 499.40% Fuel cost fell greatly; compressed administration and financial expenses (2)Particulars about balance sheet Item Change scope Main reasons Account receivable 74.42% Income receivable from power generation increased Account paid in advance -61.96% Accounts paid in advance to suppliers for goods decreased Long-term equity investment 78.43% Invested Jiangxi Xinchang Power Plant and Anhui Tongling Power Plant Construction in progress 162.51% Mainly increased the project in progress of sludge drying Long-term expenses to be apportioned 37.47% Amortization in this period Notes payable 127.91% Increased bank acceptance for purchasing raw materials Account received in advance 184.41% Mainly referred to the engineering account received in advance Long-term liabilities due within one year -40.00% Returned loans Undistributed profit 35.43% Profit earned in this period (3)Particulars about cash flow statement Item Change scope Main reason Net cash flow arising from operating activities Increased RMB 358,749,400 Decline of fuel cost correspondingly brought down “Cash paid for purchasing commodities and receiving labor service” Net cash flow arising from investment activities Decreased RMB 212,380,700 Expenditure for purchasing fixed assets increased; Invested Jiangxi Xinchang Power Plant and Anhui Tongling Power Plant Net cash flow arising from financing activities Decreased RMB 296,897,400 Compressed monetary capital and returned loans 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions √Applicable □Inapplicable In year 2008, Pricewaterhousecoopers Zhongtian Certified Public Accountants issued unqualified auditor’s opinions with paragraph of emphasized matters for the Company. During the report period, the matters concerned in non-standard unqualified auditor’s opinions did not have any progress. (ForShenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 4 details, please refer to the notice dated on April 9, 2009 with the notice number of 2009-019.) 3.3 Implementations of commitments by the Company, shareholders and actual controller □Applicable √Inapplicable 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Particulars about the other significant events which needed explanations 1 Whether the Company provided capital for controlling shareholders or its related parties, or disobeyed regulations and procedure to provide external guarantee □Applicable √Inapplicable 2 In the report period, whether the relevant parties make compensation for the committed gains in the Company’s implementing Share Consolidation Reform and Material Assets Reorganization □Applicable √Inapplicable 3 Particulars about securities investment □Applicable √Inapplicable 4 Particulars about significant contract □Applicable √Inapplicable 5 Particulars about derivatives investment □Applicable √Inapplicable 3.5.1 Activities on receiving research, communication and interview in the report period In the report period, there were no receiving spot research, communication and written inquiry from the investors. §4. Appendix 4.1 Balance sheet Prepared by Shenzhen Nanshan Power Co., Ltd. Sep. 30, 2009 Unit: RMB Items ConsolAidmatoiounn t at pePriaorde-netn Cd ompany ConsolAidmatoiounn t at yePara-rbeengt iCn ompany Current assets: Monetary funds 342,141,561.01 48,258,453.01 429,507,715.29 29,272,846.21 Settlement provisions Capital lent Transaction finance asset Notes receivable 2,626,222.50 Accounts receivable 592,824,747.82 96,170,352.24 339,893,125.56 114,758,696.74 Accounts paid in advance 25,489,277.15 42,588,191.53 67,011,796.04 5,391,749.58 Insurance receivableShenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 5 Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 597,875,904.41 597,875,904.41 Other receivables 15,786,347.43 1,008,924,525.35 16,177,663.50 1,092,405,738.66 Purchase restituted finance asset Inventories 1,311,879,385.90 177,950,694.17 1,292,492,515.40 200,016,725.06 Non-current asset due within one year Other current assets Total current assets 2,288,121,319.31 1,971,768,120.71 2,147,709,038.29 2,039,721,660.66 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 275,797,515.00 766,320,364.76 154,568,943.00 645,091,792.76 Investment property 8,319,303.78 8,810,232.45 Fixed assets 2,362,669,720.03 366,073,028.91 2,501,462,089.16 398,151,919.32 Construction in progress 181,713,689.71 29,959,981.22 69,221,381.57 15,247,657.72 Engineering material Disposal of fixed asset 5,891,209.20 15,578.00 Productive biological asset Oil and gas asset Intangible assets 81,591,475.98 2,209,479.47 84,312,023.87 3,809,711.87 Expense on Research and Development Goodwill Long-term expenses to be apportioned 518,512.14 313,095.59 829,221.81 397,996.28 Deferred income tax asset 19,026,595.56 14,756,122.84 19,026,595.56 14,756,122.84 Other non-current asset Total non-current asset 2,935,528,021.40 1,179,647,650.79 2,838,230,487.42 1,077,455,200.79 Total assets 5,223,649,340.71 3,151,415,771.50 4,985,939,525.71 3,117,176,861.45 Current liabilities: Short-term loans 2,492,082,050.90 1,317,000,000.00 2,461,843,918.77 1,145,922,040.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 157,370,282.59 38,500,000.00 69,049,391.35 21,918,219.70 Accounts payable 122,335,063.78 38,078,605.86 104,706,998.24 175,244,357.18 Accounts received in advance 6,252,956.20 2,198,638.40Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 6 Selling financial asset of repurchase Commission charge and commission payable Wage payable 37,212,081.19 20,616,154.21 31,921,195.28 17,785,432.49 Taxes payable -379,077,236.84 -333,087,241.07 -339,865,158.06 -286,213,117.57 Interest payable 37,911,415.74 34,361,227.33 2,171,300.00 Dividend payable Other accounts payable 313,989,639.96 291,834,158.88 304,241,543.35 196,718,008.59 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 60,000,000.00 100,000,000.00 Other current liabilities Total current liabilities 2,848,076,253.52 1,372,941,677.88 2,768,457,754.66 1,273,546,240.39 Non-current liabilities: Long-term loans 221,000,000.00 110,000,000.00 281,000,000.00 110,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 3,600,000.00 600,000.00 Other non-current liabilities Total non-current liabilities 224,600,000.00 110,000,000.00 281,600,000.00 110,000,000.00 Total liabilities 3,072,676,253.52 1,482,941,677.88 3,050,057,754.66 1,383,546,240.39 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 602,762,596.00 602,762,596.00 602,762,596.00 602,762,596.00 Capital public reserve 363,629,927.51 288,769,132.47 363,629,927.51 288,769,132.47 Less: Inventory shares Reasonable reserve Surplus public reserve 332,908,397.60 332,908,397.60 332,908,397.60 332,908,397.60 Provision of general risk Retained profit 641,747,240.25 444,033,967.55 473,871,306.65 509,190,494.99 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 1,941,048,161.36 1,668,474,093.62 1,773,172,227.76 1,733,630,621.06 Minority interests 209,924,925.83 162,709,543.29 Total owner’s equity 2,150,973,087.19 1,668,474,093.62 1,935,881,771.05 1,733,630,621.06 Total liabilities and owner’s equity 5,223,649,340.71 3,151,415,771.50 4,985,939,525.71 3,117,176,861.45 4.2 Profit statement in the report periodShenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 7 Prepared by Shenzhen Nanshan Power Co., Ltd. July-Sep. 2009 Unit: RMB Amount in Items Consolidation thiPsa preenrito Cd ompany ACmoonusnotl iidna tthioen s ame pPerairoedn to Cf loamstp yaenayr I. Total operating income 609,216,822.80 120,118,088.71 873,028,113.31 297,471,035.46 Including: Operating income 609,216,822.80 120,118,088.71 873,028,113.31 297,471,035.46 Interest income Insurance gained Commission charge and commission income II. Total operating cost 665,770,098.03 146,109,815.62 1,489,546,192.01 588,404,346.25 Including: Operating cost 608,369,918.54 133,214,239.28 1,416,687,771.54 560,727,323.67 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,728,183.48 1,164,967.39 2,046,794.42 976,694.39 Sales expenses 232,616.78 552,614.07 Administration expenses 26,223,618.58 4,974,646.71 28,775,786.49 9,823,177.93 Financial expenses 29,215,760.65 6,755,962.24 41,483,225.49 16,877,150.26 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 266,089.80 266,089.80 67,557,104.24 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -56,287,185.43 -25,725,637.11 -616,518,078.70 -223,376,206.55 Add: Non-operating income 196,464,968.34 -34,142,200.00 641,611,404.93 350,533,512.53 Less: Non-operating expense -12,871.80 3,464,207.73 88,650.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 140,190,654.71 -59,867,837.11 21,629,118.50 127,068,655.98 Less: Income tax expense 71,077.99 13,405,213.55 12,768,540.44 V. Net profit (Net loss is listed with “-”) 140,119,576.72 -59,867,837.11 8,223,904.95 114,300,115.54 Net profit attributable to 106,914,277.39 -2,256,104.27Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 8 owner’s of parent company Minority shareholders’ gains and losses 33,205,299.33 10,480,009.22 VI. Earnings per share i. Basic earnings per share 0.177 -0.004 0.190 ii. Diluted earnings per share 0.177 -0.004 0.190 VII. Other consolidated income VIII. Total consolidated income 140,119,576.72 -59,867,837.11 8,223,904.95 114,300,115.54 Total consolidated income attributable to owners of parent company 106,914,277.39 -59,867,837.11 -2,256,104.27 114,300,115.54 Total consolidated income attributable to minority shareholders 33,205,299.33 0.00 10,480,009.22 4.3 Profit statement from year-begin to the end of report period Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Sep. 2009 Unit: RMB Amount i Items Consolidation n thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd o mpany I. Total operating income 1,487,870,813.13 295,503,716.54 2,821,899,705.57 900,043,592.24 Including: Operating income 1,487,870,813.13 295,503,716.54 2,821,899,705.57 900,043,592.24 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,649,382,307.95 360,846,564.78 4,271,843,779.77 1,612,963,919.83 Including: Operating cost 1,469,557,913.14 324,684,701.26 4,049,316,511.50 1,546,201,365.30 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 5,252,656.96 3,289,987.19 4,986,849.80 1,802,813.55 Sales expenses 730,383.57 1,748,263.63 Administration expenses 80,189,893.53 12,260,219.76 96,970,712.92 32,154,637.92 Financial expenses 93,651,460.75 20,611,656.57 118,821,441.92 32,805,103.06 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 266,089.80 266,089.80 67,557,104.24 Including: InvestmentShenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 9 income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -161,245,405.02 -65,076,758.44 -1,449,944,074.20 -645,363,223.35 Add: Non-operating income 376,721,101.50 -79,769.00 1,537,001,541.86 849,598,908.53 Less: Non-operating expense 43,198.57 4,319,920.66 198,650.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 215,432,497.91 -65,156,527.44 82,737,547.00 204,037,035.18 Less: Income tax expense 341,181.77 26,935,693.55 24,566,387.57 V. Net profit (Net loss is listed with “-”) 215,091,316.14 -65,156,527.44 55,801,853.45 179,470,647.61 Net profit attributable to owner’s of parent company 167,875,933.60 28,007,186.87 Minority shareholders’ gains and losses 47,215,382.54 27,794,666.58 VI. Earnings per share i. Basic earnings per share 0.279 0.046 0.298 ii. Diluted earnings per share 0.279 0.046 0.298 VII. Other consolidated income VIII. Total consolidated income 215,091,316.14 -65,156,527.44 55,801,853.45 179,470,647.61 Total consolidated income attributable to owners of parent company 167,875,933.60 -65,156,527.44 28,007,186.87 179,470,647.61 Total consolidated income attributable to minority shareholders 47,215,382.54 27,794,666.58 4.4 Cash flow statement from year-begin to the end of report period Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Sep. 2009 Unit: RMB Amount i Items Consolidation n thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd o mpany I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 1,839,361,452.69 320,901,078.18 3,489,396,629.45 1,678,378,785.00 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract feeShenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 10 Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 12,491,186.88 6,209,922.13 1,533,323.84 Other cash received concerning operating activities 27,521,556.44 1,326,176,801.70 1,092,668,632.01 2,351,797,657.06 Subtotal of cash inflow arising from operating activities 1,879,374,196.01 1,647,077,879.88 4,588,275,183.59 4,031,709,765.90 Cash paid for purchasing commodities and receiving labor service 1,397,844,952.95 546,735,923.11 4,352,068,126.69 1,717,604,748.53 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 74,451,832.15 42,205,268.75 88,407,027.69 58,933,881.29 Taxes paid 120,665,909.05 55,763,429.87 76,825,953.33 7,508,569.51 Other cash paid concerning operating activities 49,538,693.54 933,044,828.26 192,850,675.02 2,502,689,260.34 Subtotal of cash outflow arising from operating activities 1,642,501,387.69 1,577,749,449.99 4,710,151,782.73 4,286,736,459.67 Net cash flows arising from operating activities 236,872,808.32 69,328,429.89 -121,876,599.14 -255,026,693.77 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 266,089.80 266,089.80 43,760.14 Net cash received from disposal of fixed, intangible and other long-term assets 577,520.00 140,448,525.00 41,268,000.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 4,339,722.28Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 11 Subtotal of cash inflow from investing activities 843,609.80 266,089.80 144,832,007.42 41,268,000.00 Cash paid for purchasing fixed, intangible and other long-term assets 115,368,625.55 27,883,830.77 87,212,081.90 18,681,919.56 Cash paid for investment 121,228,572.00 121,228,572.00 123,002,844.13 104,197,143.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities 30,634.00 Subtotal of cash outflow from investing activities 236,597,197.55 149,112,402.77 210,245,560.03 122,879,062.56 Net cash flows arising from investing activities -235,753,587.75 -148,846,312.97 -65,413,552.61 -81,611,062.56 III. Cash flows arising from financing activities Cash received from absorbing investment 42,040,692.10 Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 2,819,661,079.03 1,317,000,000.00 4,107,538,631.84 1,850,871,360.00 Cash received from issuing bonds Other cash received concerning financing activities 2,215,290.00 Subtotal of cash inflow from financing activities 2,819,661,079.03 1,317,000,000.00 4,151,794,613.94 1,850,871,360.00 Cash paid for settling debts 2,792,716,583.33 1,146,366,140.00 3,735,787,545.38 1,416,784,113.47 Cash paid for dividend and profit distributing or interest paying 115,424,663.13 72,130,593.21 165,549,218.37 71,000,565.87 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 2,908,141,246.46 1,218,496,733.21 3,901,336,763.75 1,487,784,679.34 Net cash flows arising from financing activities -88,480,167.43 98,503,266.79 250,457,850.19 363,086,680.66 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -5,207.42 223.09 2,338,228.10 -83,278.77 V. Net increase of cash and cash equivalents -87,366,154.28 18,985,606.80 65,505,926.54 26,365,645.56 Add: Balance of cash and cash equivalents at the period -begin 429,507,715.29 29,272,846.21 419,172,277.64 125,774,088.96 VI. Balance of cash and cash equivalents at the period -end 342,141,561.01 48,258,453.01 484,678,204.18 152,139,734.52Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2009 (Full Text) 12 4.5 Auditor’ report Auditor’s opinions: Un-audited Board of Directors of Shenzhen Nanshan Power Co., Ltd. October 20, 2009