Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Stock Code: 000037, 200037 No.: 2011-023 Short Form of Stock: Shen Nan Dian A, Shen Nan Dian B Shenzhen Nanshan Power Co., Ltd. The First Quarterly Report 2011 (Full-Text) §1 Important Notice 1.1 The Board of Directors and 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 not any fictitious statements, misleading information and 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 Other directors attended the meeting on deliberating the Quarterly Report except for the followed. Name of Office title of Name of absent the absent Reason of absence entrusted directors directors He Yingyi Director Due to business Sun Yulin Independent Yu Xiufeng Due to business Zhou Chengxin Director Independent Xu Jing’an Due to business Zhou Chengxin Director Independent Huang Sujian Due to business Wu Xiaolei Director 1.3 The Financial Report For the 1st Quarterly Report of the Company has not been audited by CPAs. 1.4 Chairman of the Board Mr. Yang Haixian, Director and General Manager Mr. Fu Bo, CFO Mr. Lu Xiaoping and Director of Financial Department Mr. Huang Jian hereby confirm that the Financial Report enclosed in the 1st Quarterly Report is true and complete. §2 Company Profile 2.1 Main Accounting Data and Financial Indexes: Unit: RMB Changes of At the end of the At the end of the last increase/decrease report period year (%) Total assets (RMB) 5,312,440,320.59 5,278,954,349.90 0.63% Owners’ equity attributable to shareholders of the listed company 1,656,003,054.77 1,735,842,488.46 -4.60% (RMB) Share capital (Share) 602,762,596.00 602,762,596.00 0.00% Net asset per share attributable to shareholders of listed company 2.75 2.88 -4.51% (RMB/Share) Changes of The same period of In the report period increase/decrease last year (%) Total operating income (RMB) 454,988,479.87 277,528,735.50 63.94% Net profit attributable to shareholders of the listed company -79,839,433.69 -104,892,822.99 -23.88% (RMB) 1 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Net cash flow arising from operating -11,164,998.07 76,633,143.08 -114.57% activities (RMB) Net cash flow arising from operating -0.02 0.13 -115.38% activities per share (RMB/Share) Basic earnings per share -0.13 -0.174 -23.53% (RMB/Share) Diluted earnings per share -0.13 -0.174 (RMB/Share) Weighted average return on equity -3.16% -3.86% 0.70% (%) Weighted average return on equity after deducting non-recurring gains -3.16% -3.87% 0.71% and losses (%) Items of non-recurring gains and losses √ Applicable □ Inapplicable Unit: RMB Remarks (If Items of non-recurring gains and losses Amount applicable) Other non-operating income and expenditure except -33,846.41 for the aforementioned items Total -33,846.41 - 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 47,855 at the end of report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Full Name of shareholder unrestricted conditions held at Type of shares the end of report period SHENZHEN GUANGJU ELECTRONIC INVESTMENT 100,769,712 RMB ordinary share CO., LTD HONG KONG NAM HOI Domestically listed foreign 92,123,248 (INTERNATIONAL) LIMITED share SHENZHEN ENERGY GROUP 65,106,130 RMB ordinary share CO., LTD. Domestically listed foreign Tengda Real Estate Co., Ltd. 49,426,518 share STATE GRID SHENZHEN ENERGY DEVELOPMENT 35,999,805 RMB ordinary share GROUP CO., LTD. Domestically listed foreign YAN TIAN GONG 3,300,000 share Domestically listed foreign LI WEI PING 2,102,801 share Goldbond Securities holdings Domestically listed foreign 1,500,000 Limited share ZHANG SU FENG 1,481,976 RMB ordinary share 2 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 WU SHU HUA 1,400,000 RMB ordinary 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) Items in profit statement Item Change scope Main reason Decreased Growth of the fuel cost and increase of Operation profit RMB 84.039 the financial cost. million Income tax expense 1,390.46% Income tax withdrawn increased Net profit attributable to Increased RMB Subsidy income occurred increased owners of parent company 25.0534 million (2) Items in balance sheet Item Change scope Main reason -100% Clear off the note receivable of Note receivable period-begin -57.59% Mainly due to the sludge drying project Construction in process transfer to fixed assets 138.98% The amount payable to suppliers for Account payable commodities increased. Account received in -34.03% Projects amount received in advance advance e have been carried forward to income -35.16% Remuneration paid to the employees in wages payable the period. (3) Items in cash flow statement Item Change scope Main reason Decreased Net cash flow arising from RMB 87.7981 Operational items payable increased. operating activities million Decreased Net cash flow arising from RMB 2.3251 Cash paid for investment increased. investment activities million Decreased Net cash flow arising from Lower of the net financing amount, RMB 109.4034 financing activities growth of the financial cost million 3.2 Analysis and explanation of significant events and their influence and solutions 3.2.1 Particular about Qualified Opinion √Applicable □Inapplicable In 2010, Deloitte Touche Tohmatsu issued unqualified auditor’s report with emphasized events for the Company. For progress of the events involved in the modified opinion in the report period, please refer to notice (No.:2011-014) dated 15 April 2011. 3.2.2 Particular about fund offered to shareholder or its related parties by the Company and external guarantee with procedure violation □Applicable √Inapplicable 3.2.3 Particular about the significant contract of routine operation signed and implemented □Applicable √Inapplicable 3 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 3.2.4 Other √Applicable □Inapplicable In the report period, pursuit to the requirement of Notice of Relevant Work on Pilot Standardized for Internal Control of Listed Company in Shenzhen Areas (SZJGSZi [2011] No. 31) from Shenzhen Securities Regulatory Bureau, the Company set-up a specific institution of the regulated internal control. Furthermore, the Company determined the professional agency involved in the construction of internal control system and risk evaluation by invitation biding on April 12. Relevant agreement still in process of signing. 3.3 Implementations of commitments by the Company, shareholders and actual controller Commitments make within the report period or persisted to the period by listed company and its director, supervisor and senior executives, shareholder with over 5 percent shares held and its 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 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period No investors’ field research, telephone communication and written inquiries are received in the report period. 3.6 Derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Shenzhen Nanshan Power Co., Ltd. March 31, 2011 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 514,995,676.93 162,680,951.84 601,386,814.04 269,369,131.18 Settlement provisions Capital lent Transaction finance asset Notes receivable 700,000.00 Accounts receivable 644,342,738.22 361,530,081.63 518,392,276.69 277,107,630.12 Accounts paid in 11,048,604.90 323,458.71 13,529,901.89 455,623.51 advance Insurance receivable Reinsurance receivables Contract reserve of 4 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 reinsurance receivable Interest receivable Dividend receivable 597,875,904.41 597,875,904.41 Other receivables 22,485,037.80 905,337,790.06 20,450,149.23 894,247,309.68 Purchase restituted finance asset Inventories 1,339,078,026.66 168,416,709.18 1,352,372,212.06 166,594,071.43 Non-current asset due within one year Other current assets 4,242,431.37 330,000,000.00 4,242,431.37 393,003,940.43 Total current assets 2,536,192,515.88 2,526,164,895.83 2,511,073,785.28 2,598,653,610.76 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity 337,361,117.06 836,843,966.82 306,208,274.30 796,731,124.06 investment Investment real 5,204,059.15 5,308,769.98 estate Fixed assets 2,260,256,093.77 300,077,516.60 2,169,226,270.73 316,444,713.69 Construction in 83,442,773.02 63,787,182.21 196,729,476.64 56,766,007.77 progress Engineering material Disposal of fixed -87,000.00 asset Productive biological asset Oil and gas asset Intangible assets 63,490,379.29 9,047,411.56 64,236,931.51 9,318,739.90 Expense on Research and Development Goodwill Long-term expenses 213,778.50 143,294.21 273,212.64 171,594.44 to be apportioned Deferred income tax 4,624,405.14 4,624,405.14 asset Other non-current 21,742,198.78 21,273,223.68 asset Total non-current asset 2,776,247,804.71 1,209,899,371.40 2,767,880,564.62 1,179,432,179.86 Total assets 5,312,440,320.59 3,736,064,267.23 5,278,954,349.90 3,778,085,790.62 Current liabilities: Short-term loans 3,143,000,000.00 2,191,600,000.00 3,112,400,000.00 2,218,000,000.00 5 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 146,051,306.98 74,960,770.23 61,115,438.61 1,749,561.08 Accounts received 25,907,465.74 14,586,000.00 39,274,341.26 14,586,000.00 in advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 29,459,278.58 14,201,728.59 45,432,950.70 26,713,770.75 Taxes payable -474,919,988.10 -421,985,708.42 -501,193,418.09 -436,158,042.22 Interest payable 61,124,461.85 3,888,162.05 59,348,039.27 3,720,714.47 Dividend payable Other accounts 294,928,410.71 492,438,585.32 288,768,647.34 490,528,945.93 payable Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 50,000,000.00 50,000,000.00 year Other current liabilities Total current liabilities 3,275,550,935.76 2,369,689,537.77 3,155,145,999.09 2,319,140,950.01 Non-current liabilities: Long-term loans 186,000,000.00 186,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current 5,350,000.00 5,350,000.00 liabilities Total non-current 191,350,000.00 191,350,000.00 liabilities 6 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Total liabilities 3,466,900,935.76 2,369,689,537.77 3,346,495,999.09 2,319,140,950.01 Owner’s equity (or shareholders’ equity): Paid-in capital (or 602,762,596.00 602,762,596.00 602,762,596.00 602,762,596.00 share capital) Capital public 363,629,927.51 288,769,132.47 363,629,927.51 288,769,132.47 reserve Less: Inventory shares Reasonable reserve Surplus public 332,908,397.60 332,908,397.60 332,908,397.60 332,908,397.60 reserve Provision of general risk Retained profit 356,702,133.66 141,934,603.39 436,541,567.35 234,504,714.54 Balance difference of foreign currency translation Total owner’s equity attributable to parent 1,656,003,054.77 1,366,374,729.46 1,735,842,488.46 1,458,944,840.61 company Minority interests 189,536,330.06 196,615,862.35 Minority interests 1,845,539,384.83 1,366,374,729.46 1,932,458,350.81 1,458,944,840.61 Total owner’s equity 5,312,440,320.59 3,736,064,267.23 5,278,954,349.90 3,778,085,790.62 4.2 Profit statement Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 454,988,479.87 209,505,493.33 277,528,735.50 33,298,570.68 Including: Operating 454,988,479.87 277,528,735.50 33,298,570.68 income Interest income Insurance gained Commission charge and commission income II. Total operating cost 702,178,453.15 367,542,200.83 457,407,856.92 63,090,017.83 Including: Operating cost 633,682,028.70 336,383,237.65 406,357,906.95 53,359,142.56 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 7 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Reinsurance expense Operating tax and 1,031,640.79 738,487.20 1,242,606.72 804,922.86 extras Sales expenses 208,486.26 286,000.43 Administration 24,381,992.12 11,652,589.23 22,564,681.76 1,730,318.91 expenses Financial expenses 42,874,305.28 18,767,886.75 26,956,661.06 7,195,633.50 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income -16,728,157.24 -16,728,157.24 (Loss is listed with “-”) Including: Investment income on -16,728,157.24 -16,728,157.24 affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit -263,918,130.52 -174,764,864.74 -179,879,121.42 -29,791,447.15 (Loss is listed with “-”) Add: Non-operating 184,369,384.32 82,198,600.00 69,675,522.56 income Less: Non-operating 33,846.41 3,846.41 31,650.00 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -79,582,592.61 -92,570,111.15 -110,235,248.86 -29,791,447.15 listed with “-”) Less: Income tax 7,336,373.37 492,222.27 V. Net profit (Net loss is -86,918,965.98 -92,570,111.15 -110,727,471.13 -29,791,447.15 listed with “-”) Net profit attributable to owner’s -79,839,433.69 -92,570,111.15 -104,892,822.99 -29,791,447.15 equity of parent company Minority shareholders’ gains and -7,079,532.29 -5,834,648.14 losses VI. Earnings per share i. Basic earnings per -0.13 -0.174 share ii. Diluted earnings per -0.13 -0.174 share VII. Other consolidated income VIII. Total consolidated -86,918,965.98 -92,570,111.15 -110,727,471.13 -29,791,447.15 income 8 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Total consolidated income attributable to -79,839,433.69 -92,570,111.15 -104,892,822.99 -29,791,447.15 owners of parent company Total consolidated income attributable to -7,079,532.29 -5,834,648.14 minority shareholders Concerning the enterprise consolidation under common control occurred in the period; the mergered party realized net profit before consolidation amounting to RMB00.00. 4.3 Cash flow statement Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Mar. 2011 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 574,247,943.86 304,663,477.00 450,814,094.97 198,831,965.70 providing labor services 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 8,057,298.00 received Other cash received 8,223,931.53 195,327,306.37 26,901,522.98 123,365,702.42 9 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 concerning operating activities Subtotal of cash inflow arising from 582,471,875.39 499,990,783.37 485,772,915.95 322,197,668.12 operating activities Cash paid for purchasing commodities 518,447,655.41 268,815,611.15 305,010,207.79 97,468,204.39 and receiving labor service 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 35,301,493.20 21,862,044.10 26,693,167.46 12,978,130.88 staff and workers Taxes paid 9,017,438.38 4,955,860.61 19,554,487.25 2,868,882.44 Other cash paid concerning operating 30,870,286.47 189,612,325.59 57,881,910.37 92,881,261.14 activities Subtotal of cash outflow arising from 593,636,873.46 485,245,841.45 409,139,772.87 206,196,478.85 operating activities Net cash flows arising from operating -11,164,998.07 14,744,941.92 76,633,143.08 116,001,189.27 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units 10 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, 9,417,997.99 6,519,918.93 17,658,898.44 13,519,535.81 intangible and other long-term assets Cash paid for 47,881,000.00 56,841,000.00 37,315,000.00 37,315,000.00 investment 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 57,298,997.99 63,360,918.93 54,973,898.44 50,834,535.81 activities Net cash flows arising from investing -57,298,997.99 -63,360,918.93 -54,973,898.44 -50,834,535.81 activities 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 1,675,600,000.00 878,600,000.00 1,037,000,000.00 585,000,000.00 loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing 1,675,600,000.00 878,600,000.00 1,037,000,000.00 585,000,000.00 activities Cash paid for 1,645,000,000.00 905,000,000.00 909,120,000.00 509,000,000.00 settling debts Cash paid for 48,525,552.51 31,672,098.44 36,402,196.32 19,232,287.87 dividend and profit 11 Shenzhen Nanshan Power Co., Ltd. Full-Text of First Quarterly Report 2011 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing 1,693,525,552.51 936,672,098.44 945,522,196.32 528,232,287.87 activities Net cash flows arising from financing -17,925,552.51 -58,072,098.44 91,477,803.68 56,767,712.13 activities IV. Influence on cash and cash equivalents due to -1,588.54 -103.89 fluctuation in exchange rate V. Net increase of cash -86,391,137.11 -106,688,179.34 113,137,048.32 121,934,365.59 and cash equivalents Add: Balance of cash and cash equivalents 591,386,814.04 269,369,131.18 356,362,100.63 35,564,935.05 at the period -begin VI. Balance of cash and cash equivalents at the 504,995,676.93 162,680,951.84 469,499,148.95 157,499,300.64 period -end 4.4 Auditor’s report Auditor’s opinions: Un-audited §5 Other submitted data 5.1 Statement of the non-operational capital occupation and payment by largest shareholder and its affiliated □Applicable √Inapplicable 5.2 Particular about external guarantee with regulation violation □Applicable √Inapplicable 12