Stock Code:000037, 200037 Stock Code:2010-057 Short Form of the Stock:Shennandian A, Shennandian B Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2010(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 No directors, supervisors, and senior executives stated that they couldn’t ensure the correctness, accuracy and completeness of the contents of the report or they have objection for this report. 1.3 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 Deputy chairman Due to business Director-Li Hongsheng Yu Chunling Director Due to business Director- Huangfu Han He Yingyi Director Due to business Deputy chairman - Sun Yulin 1.4 The Third Quarterly Financial Report of 2010 has not been audited by CPAs. 1.5 Chairman of the Board Yang Haixian, Director and General Manager Fu Bo, CFO Lu Xiaoping and Manager of Financial Dept. Huang Jian hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. 1.6 This report is prepared both in Chinese and in English. Should there be any difference in interpretation of the text between the two versions, the Chinese version shall prevail. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB 2010.9.30 2009.12.31 Increase/decrease scope (%) Total assets (RMB) 5,086,264,314.90 4,926,596,324.59 3.24% Owners’ equities attributable to the shareholders of listed company (RMB) 1,690,974,736.12 1,847,287,676.40 -8.46% 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) 2.81 3.06 -8.46% July-Sep. 2010 Increase/decrease over the same period of the last year (%) Jan.-Sep. 2010 Increase/decrea se over the same period of the last year (%) Total operating income (RMB) 489,529,720.36 -19.65% 1,192,389,394.97 -19.86% Net profit attributable to the shareholders of listed company (RMB) 98,760,595.50 -7.63% -156,312,940.28 -193.11% Net cash flow arising from operating -23,742,721.02 -111.11% -91,084,963.25 -138.45%2 activities (RMB) Net cash flow arising from operating activities per share (RMB/Share) -0.04 -111.11% -0.15 -138.45% Basic earnings per share (RMB/Share) 0.16 -7.63% -0.26 -193.11% Diluted earnings per share (RMB/Share) Inapplicable - Inapplicable - Weighted average return on equity (%) 6.02% 6.22% -8.84% -197.74% Weighted average return on equity after deducting non-recurring gains/losses (%) 6.01% 9.53% -8.85% -203.14% Items of non-recurring gains and losses Amount from year begin to the end of report period Gains/losses arising from disposal of non-current assets 413,905.79 Other non-operating income and expenditure beside for the aforementioned items -80,000.00 Impact on equity of minority shareholders(after-tax) -97,580.95 Total 236,324.84 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 48,006 Particulars about the shares held by the top ten shareholders with unrestricted conditions Name of shareholder Unrestricted shares held Type of shares Shenzhen Guangju Investment Holding Co., Ltd. 109,715,584 RMB ordinary share HONG KONG NAM HOI (INTERNATIONAL) LIMITED 92,123,248 Domestically listed foreign share SHENZHEN ENERGY (GROUP) CO., LTD. 65,106,130 RMB ordinary share BNP P P/PAND INVESTMENT CO., LTD. 49,426,518 Domestically listed foreign share STATE GRID SHENZHEN ENERGY DEVELOPMENT (GROUP) CO., LTD 35,999,805 RMB ordinary share YAN TIAN GONG 3,340,000 Domestically listed foreign share CHEN JI SHAN 2,628,150 RMB ordinary share Zhongshan Changli Real Estate Development Co., Ltd. 1,770,000 RMB ordinary share ZHOU ZHU LIN 1,538,478 RMB ordinary share Goldbond Securities Holding Co., Ltd. 1,500,000 Domestically listed foreign share §3. Significant events 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 Investment income -11371.25% RMB 29.944 million investment losses in Jiangxi CPI Xinchang Power Generation Co., Ltd. Income tax expense 101.51% Increase of income tax from subordinates3 Net profit attributable to owners of parent company -193.11% Rise of generated fuel cost, unit maintenance in Zhongshan Nanlang Power Plant, technical reform of LNG and investment losses in Jiangxi CPI Xinchang Power Generation Co., Ltd. (2)Particulars about balance sheet Item Change scope Main reasons Note receivable 250.00% Increase of bank acceptance Account receivable 39.02% Mainly due to the receivable power subsidy predicted by Nanshan Thermal Power Plant Account paid in advance 223.33% Account paid in advance to suppliers for good increased Other account receivable 128.41% Margin of natural gas purchased by Shennandian Power (Zhongshan) Co., Ltd. increased newly Long-term expenses to be apportioned -34.12% The decoration account of office buildings of engineering company has been amortized. Note payable -100.00% Bank acceptance of raw material purchased decreased. Account payable 421.69% Increase of account payable to suppliers for good. Account receivable in advance 4677.37% Mainly due to the increase of account received in advance for capacity and engineering. Long-term liabilities due within one year -100.00% Returned loans Long-term loans 51.28% Long-term loans increased Other non-current liabilities 38.96% Subsidy of national debts of Shenzhen Shennandian Environmental Co., Ltd. increased. (3)Particulars about cash flow statement Item Change scope Main reasons Net cash flow arising from operating activities Decreased RMB 327,957,800 Growth of fuel cost correspondingly raised the “Cash paid for purchasing commodities and receiving labor service” Net cash flow arising from investment activities Increased RMB 168,916,100 Decrease of expenditure on purchased and construction of fixed assets and cash paid for investment decreased. Net cash flow arising from financing activities Increased RMB 344,375,400 Increase of loan scale 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion √Applicable □Inapplicable In the year of 2009, the auditing report of qualified audit opinions with explanatory notes has been issued by Deloitte CPA Limited. In the report period, the events involved in modified opinion have no update progress.( more details in announcement No. 2010-011 published on 13 April 2010)4 3.2.2 Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √Inapplicable 3.2.3 Particular about signing and implementation on significant contracts of ordinary management. □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 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 other significant events which needed explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Activities on receiving research, communication and interview in the report period There received one investor for spot research and interviewed, and mainly through the way of daily telephone inquiry in the report period. Date Place Way Investor Contents discussed and materials supplied 2010.8.3 The Company spot research Robotti& Company Fund manager General information of the Company 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particular about derivatives investment held at period-end □Applicable √Inapplicable §4. Appendix 4.1 Balance Sheet Prepared by Shenzhen Nanshan Power Co., Ltd. Sep. 30, 2010 Unit: RMB Balance at Items Consolidation pePriaorde-netn Cd ompany ConsolBidaaltaionnce at yePara-rbeengt iCn ompany Current assets: Monetary funds 477,131,570.81 256,387,430.02 379,162,100.63 35,564,935.05 Settlement provisions Capital lent Transaction finance asset Notes receivable 700,000.00 200,000.005 Accounts receivable 472,297,327.81 249,693,799.52 339,735,079.02 86,395,444.92 Accounts paid in advance 14,290,608.69 461,395.71 4,419,870.02 2,359,390.63 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 597,875,904.41 597,875,904.41 Other receivables 27,718,225.94 880,764,417.11 12,135,292.96 871,865,434.98 Purchase restituted finance asset Inventories 1,350,599,924.55 176,800,478.91 1,344,705,190.19 195,072,444.79 Non-current asset due within one year Other current assets 443,080,000.00 240,000,000.00 Total current assets 2,342,737,657.80 2,605,063,425.68 2,080,357,532.82 2,029,133,554.78 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 258,489,943.39 749,012,793.15 262,754,150.41 753,277,000.17 Investment property 8,041,294.83 8,550,910.89 Fixed assets 2,149,731,546.76 321,912,228.20 2,286,167,921.21 355,995,467.10 Construction in progress 250,196,941.10 64,347,461.44 203,626,585.32 46,316,005.30 Engineering material Disposal of fixed asset -141,748.73 5,875,631.20 Productive biological asset Oil and gas asset Intangible assets 56,292,126.32 898,713.31 58,188,188.59 1,368,935.26 Expense on Research and Development Goodwill Long-term expenses to be apportioned 306,711.18 199,894.67 465,561.90 284,795.36 Deferred income tax asset 20,609,842.25 16,949,151.06 20,609,842.25 16,949,151.06 Other non-current asset Total non-current asset 2,743,526,657.10 1,153,320,241.83 2,846,238,791.77 1,174,191,354.25 Total assets 5,086,264,314.90 3,758,383,667.51 4,926,596,324.59 3,203,324,909.03 Current liabilities: Short-term loans 2,907,000,000.00 2,197,000,000.00 2,419,120,000.00 1,499,000,000.00 Loan from central bank Absorbing deposit and6 interbank deposit Capital borrowed Transaction financial liabilities Notes payable 68,210,216.75 Accounts payable 109,273,631.87 58,767,565.95 20,945,942.55 8,379,394.63 Accounts received in advance 28,138,683.35 14,586,000.00 589,000.00 Selling financial asset of repurchase Commission charge and commission payable Wage payable 50,874,471.45 33,646,640.02 45,213,658.24 25,524,730.72 Taxes payable -467,525,866.90 -404,168,820.72 -400,141,494.43 -358,913,337.70 Interest payable 3,070,582.48 3,070,582.48 3,121,564.50 3,998,222.73 Dividend payable Other accounts payable 342,682,929.32 371,131,796.10 353,795,654.34 363,707,613.87 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 200,000,000.00 110,000,000.00 Other current liabilities Total current liabilities 2,973,514,431.57 2,274,033,763.83 2,710,854,541.95 1,651,696,624.25 Non-current liabilities: Long-term loans 236,000,000.00 156,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 5,350,000.00 3,850,000.00 Total non-current liabilities 241,350,000.00 159,850,000.00 Total liabilities 3,214,864,431.57 2,274,033,763.83 2,870,704,541.95 1,651,696,624.25 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 391,673,815.01 259,909,777.61 547,986,755.29 327,188,158.717 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 1,690,974,736.12 1,484,349,903.68 1,847,287,676.40 1,551,628,284.78 Minority interests 180,425,147.21 208,604,106.24 Total owner’s equity 1,871,399,883.33 1,484,349,903.68 2,055,891,782.64 1,551,628,284.78 Total liabilities and owner’s equity 5,086,264,314.90 3,758,383,667.51 4,926,596,324.59 3,203,324,909.03 4.2 Profit statement in the report period Prepared by Shenzhen Nanshan Power Co., Ltd. July-Sep. 2010 Unit: RMB Items ConsolAidmatoiounn t in thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd ompany I. Total operating income 489,529,720.36 130,119,449.05 609,216,822.80 120,118,088.71 Including: Operating income 489,529,720.36 130,119,449.05 609,216,822.80 120,118,088.71 Interest income Insurance gained Commission charge and commission income II. Total operating cost 738,135,428.29 261,211,312.77 665,770,098.03 146,109,815.62 Including: Operating cost 683,057,552.38 243,591,812.97 608,369,918.54 133,214,239.28 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 1,199,482.41 946,732.09 1,728,183.48 1,164,967.39 Sales expenses 190,277.74 232,616.78 Administration expenses 21,416,733.76 4,468,512.76 26,223,618.58 4,974,646.71 Financial expenses 32,271,382.00 12,204,254.95 29,215,760.65 6,755,962.24 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 2,240,246.26 2,240,246.26 266,089.80 266,089.80 Including: Investment income on affiliated company and joint venture 2,240,246.26 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -246,365,461.67 -128,851,617.46 -56,287,185.43 -25,725,637.118 Add: Non-operating income 333,544,862.00 249,219,000.00 196,464,968.34 -34,142,200.00 Less: Non-operating expense 50,250.00 -12,871.80 Including: Disposal loss of non-current asset -1,840.00 IV. Total Profit (Loss is listed with “-”) 87,129,150.33 120,367,382.54 140,190,654.71 -59,867,837.11 Less: Income tax expense 71,077.99 V. Net profit (Net loss is listed with “-”) 87,129,150.33 120,367,382.54 140,119,576.72 -59,867,837.11 Net profit attributable to owner’s of parent company 98,760,595.50 120,367,382.54 106,914,277.39 -59,867,837.11 Minority shareholders’ gains and losses -11,631,445.17 33,205,299.33 VI. Earnings per share: i. Basic earnings per share 0.16 0.20 0.18 -0.099 ii. Diluted earnings per share 0.16 0.18 VII. Other consolidated income VIII. Total consolidated income 87,129,150.33 120,367,382.54 140,119,576.72 -59,867,837.11 Total consolidated income attributable to owners of parent company 98,760,595.50 120,367,382.54 106,914,277.39 -59,867,837.11 Total consolidated income attributable to minority shareholders -11,631,445.17 33,205,299.33 4.3 Profit statement from year-begin to the end of report period Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Sep. 2010 Unit: RMB Amount i Items Consolidation n thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd o mpany I. Total operating income 1,192,389,394.97 297,174,493.86 1,487,870,813.13 295,503,716.54 Including: Operating income 1,192,389,394.97 297,174,493.86 1,487,870,813.13 295,503,716.54 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,851,084,520.02 583,680,232.94 1,649,382,307.95 360,846,564.78 Including: Operating cost 1,686,306,958.07 538,499,153.58 1,469,557,913.14 324,684,701.26 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 slip9 Reinsurance expense Operating tax and extras 4,170,952.63 2,633,585.19 5,252,656.96 3,289,987.19 Sales expenses 655,224.21 730,383.57 Administration expenses 68,440,009.45 12,296,534.94 80,189,893.53 12,260,219.76 Financial expenses 91,511,375.66 30,250,959.23 93,651,460.75 20,611,656.57 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) -29,991,642.02 -29,991,642.02 266,089.80 266,089.80 Including: Investment income on affiliated company and joint venture -29,991,642.02 -29,991,642.02 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -688,686,767.07 -316,497,381.10 -161,245,405.02 -65,076,758.44 Add: Non-operating income 504,964,507.98 249,219,000.00 376,721,101.50 -79,769.00 Less: Non-operating expense 82,110.00 43,198.57 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) -183,804,369.09 -67,278,381.10 215,432,497.91 -65,156,527.44 Less: Income tax expense 687,530.22 341,181.77 V. Net profit (Net loss is listed with “-”) -184,491,899.31 -67,278,381.10 215,091,316.14 -65,156,527.44 Net profit attributable to owner’s of parent company -156,312,940.28 -67,278,381.10 167,875,933.60 -65,156,527.44 Minority shareholders’ gains and losses -28,178,959.03 47,215,382.54 VI. Earnings per share i. Basic earnings per share -0.26 -0.11 0.28 -0.108 ii. Diluted earnings per share -0.26 -0.11 0.28 -0.108 VII. Other consolidated income VIII. Total consolidated income -184,491,899.31 -67,278,381.10 215,091,316.14 -65,156,527.44 Total consolidated income attributable to owners of parent company -156,312,940.28 -67,278,381.10 167,875,933.60 -65,156,527.44 Total consolidated income attributable to minority shareholders -28,178,959.03 47,215,382.54 4.4 Cash flow statement from year-begin to the end of report period Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Sep. 2010 Unit: RMB Amount i Items Consolidation n thiPsa preenrito Cd ompany ConsolAidmatoiounn t in lasPta preenrito Cd o mpany10 I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 1,736,722,844.79 1,011,343,051.22 1,839,361,452.69 931,359,215.80 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 fee 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 Other cash received concerning operating activities 54,029,970.84 297,745,466.68 27,521,556.44 715,718,664.08 Subtotal of cash inflow arising from operating activities 1,790,752,815.63 1,309,088,517.90 1,879,374,196.01 1,647,077,879.88 Cash paid for purchasing commodities and receiving labor service 1,646,427,123.93 911,460,819.05 1,397,844,952.95 546,735,923.11 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 65,778,115.87 32,707,700.95 74,451,832.15 42,205,268.75 Taxes paid 97,501,132.13 8,413,084.47 120,665,909.05 55,763,429.87 Other cash paid 72,131,406.95 601,903,293.85 49,538,693.54 933,044,828.2611 concerning operating activities Subtotal of cash outflow arising from operating activities 1,881,837,778.88 1,554,484,898.32 1,642,501,387.69 1,577,749,449.99 Net cash flows arising from operating activities -91,084,963.25 -245,396,380.42 236,872,808.32 69,328,429.89 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 266,089.80 266,089.80 Net cash received from disposal of fixed, intangible and other long-term assets 11,633,762.50 577,520.00 Net cash received from disposal of subsidiaries and other units 34,730,422.00 34,730,422.00 Other cash received concerning investing activities Subtotal of cash inflow from investing activities 46,364,184.50 34,730,422.00 843,609.80 266,089.80 Cash paid for purchasing fixed, intangible and other long-term assets 52,743,798.42 26,547,760.91 115,368,625.55 27,883,830.77 Cash paid for investment 60,457,857.00 60,457,857.00 121,228,572.00 121,228,572.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 113,201,655.42 87,005,617.91 236,597,197.55 149,112,402.77 Net cash flows arising from investing activities -66,837,470.92 -52,275,195.91 -235,753,587.75 -148,846,312.97 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 2,919,000,000.00 1,817,000,000.00 2,819,661,079.03 1,317,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow 2,919,000,000.00 1,817,000,000.00 2,819,661,079.03 1,317,000,000.0012 from financing activities Cash paid for settling debts 2,551,120,000.00 1,229,000,000.00 2,792,716,583.33 1,146,366,140.00 Cash paid for dividend and profit distributing or interest paying 111,984,720.86 69,504,026.89 115,424,663.13 72,130,593.21 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 2,663,104,720.86 1,298,504,026.89 2,908,141,246.46 1,218,496,733.21 Net cash flows arising from financing activities 255,895,279.14 518,495,973.11 -88,480,167.43 98,503,266.79 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate -3,374.79 -1,901.81 -5,207.42 223.09 V. Net increase of cash and cash equivalents 97,969,470.18 220,822,494.97 -87,366,154.28 18,985,606.80 Add: Balance of cash and cash equivalents at the period -begin 356,362,100.63 35,564,935.05 429,507,715.29 29,272,846.21 VI. Balance of cash and cash equivalents at the period -end 454,331,570.81 256,387,430.02 342,141,561.01 48,258,453.01 4.5 Auditing Report Auditing opinion: Un-audited