Stock Code:000037, 200037 Stock Code:2012-017 Short Form of the Stock:Shennandian A, Shennandian B Shenzhen Nanshan Power Co., Ltd. The First Quarterly Report 2012 (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 Financial Report for the 1st Quarterly Report of the Company has not been audited by CPA. 1.3 Chairman of the Board Yang Haixian, Person in Charge of accounting work Lu Xiaoping and Person in Charge of Accounting Organ (Accounting Supervisor) 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) 5,290,472,853.62 5,452,746,682.91 -2.98% Owners’ equity attributable to shareholders of the listed company 1,684,970,363.79 1,753,371,551.83 -3.90% (RMB) Total share capital (Share) 602,762,596.00 602,762,596.00 0.00% Net asset per share attributable to shareholders of listed company 2.80 2.91 -3.78% (RMB/Share) Changes of The same period of In the report period increase/decrease last year (%) Total operating income (RMB) 432,815,711.38 454,988,479.87 -4.87% Net profit attributable to shareholders of the listed company -68,401,188.04 -79,839,433.69 -14.33% (RMB) Net cash flow arising from operating 301,024,997.40 -11,164,998.07 -2,796.15% activities (RMB) Net cash flow arising from operating 0.50 -0.02 -2,600.00% activities per share (RMB/Share) Basic earnings per share -0.11 -0.13 (RMB/Share) Diluted earnings per share -0.11 -0.13 (RMB/Share) Weighted average return on equity -3.99% -3.16% -0.83% (%) 1 Weighted average return on equity after deducting non-recurring gains -3.98% -3.16% -0.82% and losses (%) Items of non-recurring gains and losses √ Applicable □ Inapplicable Unit: RMB Amount from year-begin Remarks (If Items of non-recurring gains and losses to period-end applicable) Other non-operating income and expenditure except 53,256.74 for the above items Total 53,256.74 - 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 44,372 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 Investment 100,769,712 RMB ordinary shares Holding Co., Ltd HONG KONG NAM HOI Domestically listed foreign 92,123,248 (INTERNATIONAL) LTD shares SHENZHEN ENERGY GROUP 65,106,130 RMB ordinary shares CO., LTD. BNP P P/PANDA INVESTMENT Domestically listed foreign 49,426,518 COMPANY LIMITED shares STATE GRID SHENZHEN ENERGY DEVELOPMENT 35,999,805 RMB ordinary shares GROUP CO., LTD. Domestically listed foreign YAN TIAN GONG 3,270,000 shares Goldbond Securities holdings Domestically listed foreign 1,500,000 Limited shares Domestically listed foreign LI WEI PING 1,483,281 shares WU SHU HUA 1,351,400 RMB ordinary shares Domestically listed foreign Naito Security Co., Ltd. 1,212,486 shares §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. Balance sheet 2 Item changes main reasons Account paid in advance _252.02%_ account paid in advance for goods increased Other account receivable _-83.02%_ equity transfer amount received Account payable _136.19%_ Account payable for goods increased 2. Profit Statement Item changes main reasons Business tax and surcharge _ 67.31%_ accrual business tax for internal transaction increased Sales expenses _ 37.94%_ business of sludge treatment increase the sales Non-operation expenditure _-30.25%_ expenditure from disposal of assets decreased Income tax _-99.39%_ income tax accrual decreased 3. Cash Flow Statement Item changes main reasons Net cash flow arising from operation activities_312.19 million yuan increased _ electricity charge and subsidy income received increased Net cash flow arising from investment activities_140.6955 million yuan increased_ equity transfer amount received Net cash flow arising from financing activities_ 379.8134 million yuan decreased _ net financing amount decreased and financial cost increased 3.2 Analysis and explanation of significant events and their influence and solutions 3.2.1 Particular about Qualified Opinion √Applicable □Inapplicable Deloitte Touche Tohmatsu CPA LTD issued the unqualified auditor’s report with paragraph of emphasized matter for the Company for year of 2011. In this report period, progress of events with qualified opinions concerned found in Annual Report of 2011 released dated 24 April 2012 (Notice No.: 2012-010). 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 3.2.4 Other √Applicable □Inapplicable In reporting period, according to requirement of “Notice of Standardized Pilot of Internal Control for Listed Companies in Shenzhen Municipal” from Shenzhen Security Regulatory Bureau, the Company exercising vary establishment of internal control orderly. Process of internal control for 1st quarter of the year are as: 1. Completed preparation and confirmation of the internal control manual 2. Exercising reformation of internal control defects, and prepared “Reformation Report of Internal Control Defects for Shen Nan Dian”; 3. Prepare the testing for system internal control and start from 1st of April; 4. Completed formation of self-assessment report of internal control for year of 2011 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 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, 2012 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 678,469,855.51 363,999,645.23 695,095,052.12 303,150,447.89 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 859,548,258.43 582,895,188.80 934,640,019.03 646,023,065.42 Accounts paid in 111,154,679.36 508,816.72 31,576,397.23 489,676.70 advance Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 654,140,866.58 654,140,866.58 Other receivables 21,154,468.59 1,718,867,641.86 124,599,842.72 1,525,724,625.88 Purchase restituted finance asset Inventories 1,258,763,273.94 100,950,721.57 1,258,195,597.25 112,185,828.84 Non-current asset due within one year Other current assets 205,000,000.00 Total current assets 2,929,090,535.83 3,421,362,880.76 3,044,106,908.35 3,446,714,511.31 4 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity 37,315,000.00 536,797,849.76 37,315,000.00 536,797,849.76 investment Investment real estate 4,761,373.69 4,872,045.07 Fixed assets 2,179,078,835.81 313,115,205.41 2,227,103,579.26 327,435,225.16 Construction in progress 50,179,777.97 36,549,164.69 46,866,969.48 36,184,921.10 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 62,978,185.23 10,306,495.42 63,807,538.62 10,658,977.27 Expense on Research and Development Goodwill Long-term expenses to 83,313.80 83,313.80 95,810.84 95,810.84 be apportioned Deferred income tax 3,714,114.31 3,714,114.31 asset Other non-current asset 23,271,716.98 24,864,716.98 Total non-current asset 2,361,382,317.79 896,852,029.08 2,408,639,774.56 911,172,784.13 Total assets 5,290,472,853.62 4,318,214,909.84 5,452,746,682.91 4,357,887,295.44 Current liabilities: Short-term loans 2,934,000,000.00 1,574,000,000.00 3,265,824,953.89 1,880,824,953.89 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 33,800,000.00 43,820,200.00 Accounts payable 507,207,804.35 395,892,996.19 214,748,889.66 145,440,717.47 Accounts received in 15,490,399.16 14,586,000.00 14,586,000.00 14,586,000.00 advance Selling financial asset of repurchase Commission charge and commission payable Wage payable 25,967,650.94 11,985,911.39 32,691,674.04 16,426,938.52 Taxes payable -521,469,322.24 -407,376,227.17 -521,900,793.90 -414,050,692.13 Interest payable 74,522,097.28 3,462,044.67 75,462,594.51 5,585,474.16 5 Dividend payable Other accounts payable 334,185,774.08 1,060,550,102.23 358,597,380.00 1,064,365,847.79 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities 50,000,000.00 50,000,000.00 due within 1 year Other current liabilities Total current liabilities 3,453,704,403.57 2,653,100,827.31 3,533,830,898.20 2,713,179,239.70 Non-current liabilities: Long-term loans 26,000,000.00 26,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current 5,037,916.65 5,104,791.66 liabilities Total non-current liabilities 31,037,916.65 31,104,791.66 Total liabilities 3,484,742,320.22 2,653,100,827.31 3,564,935,689.86 2,713,179,239.70 Owner’s equity (or shareholders’ equity): Paid-in capital (or share 602,762,596.00 602,762,596.00 602,762,596.00 602,762,596.00 capital) 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 385,669,442.68 440,673,956.46 454,070,630.72 420,267,929.67 Balance difference of foreign currency translation Total owner’s equity attributable to parent 1,684,970,363.79 1,665,114,082.53 1,753,371,551.83 1,644,708,055.74 company Minority interests 120,760,169.61 134,439,441.22 Minority interests 1,805,730,533.40 1,665,114,082.53 1,887,810,993.05 1,644,708,055.74 Total owner’s equity 5,290,472,853.62 4,318,214,909.84 5,452,746,682.91 4,357,887,295.44 4.2 Profit statement Prepared by Shenzhen Nanshan Power Co., Ltd. Jan.-Mar. 2012 Unit: RMB Amount in this period Amount in last period Items 6 Consolidation Parent Company Consolidation Parent Company I. Total operating income 432,815,711.38 190,594,298.26 454,988,479.87 209,505,493.33 Including: Operating income 432,815,711.38 190,594,298.26 454,988,479.87 209,505,493.33 Interest income Insurance gained Commission charge and commission income II. Total operating cost 748,813,540.33 304,341,885.63 702,178,453.15 367,542,200.83 Including: Operating cost 669,915,764.47 278,081,758.04 633,682,028.70 336,383,237.65 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 1,726,019.81 1,396,470.09 1,031,640.79 738,487.20 Sales expenses 287,581.15 208,486.26 Administration 24,989,853.86 10,554,361.74 24,381,992.12 11,652,589.23 expenses Financial expenses 51,894,321.04 14,309,295.76 42,874,305.28 18,767,886.75 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss -16,728,157.24 -16,728,157.24 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 (Loss -315,997,828.95 -113,747,587.37 -263,918,130.52 -174,764,864.74 is listed with “-”) Add: Non-operating 233,985,916.13 134,156,400.00 184,369,384.32 82,198,600.00 income Less: Non-operating 23,607.37 2,785.84 33,846.41 3,846.41 expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is -82,035,520.19 20,406,026.79 -79,582,592.61 -92,570,111.15 listed with “-”) Less: Income tax 44,939.46 7,336,373.37 V. Net profit (Net loss is -82,080,459.65 20,406,026.79 -86,918,965.98 -92,570,111.15 listed with “-”) 7 Net profit attributable to owner’s equity of parent -68,401,188.04 20,406,026.79 -79,839,433.69 -92,570,111.15 company Minority shareholders’ -13,679,271.61 -7,079,532.29 gains and losses VI. Earnings per share i. Basic earnings per share -0.11 -0.13 ii. Diluted earnings per share -0.11 -0.13 VII. Other consolidated income VIII. Total consolidated -82,080,459.65 20,406,026.79 -86,918,965.98 -92,570,111.15 income Total consolidated income attributable to owners of -68,401,188.04 20,406,026.79 -79,839,433.69 -92,570,111.15 parent company Total consolidated income attributable to minority -13,679,271.61 -7,079,532.29 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. 2012 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 648,812,849.64 323,709,231.00 574,247,943.86 304,663,477.00 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 received Other cash received concerning operating 171,144,186.43 477,764,857.40 8,223,931.53 195,327,306.37 activities Subtotal of cash inflow arising from operating 819,957,036.07 801,474,088.40 582,471,875.39 499,990,783.37 activities Cash paid for purchasing commodities and 459,716,776.66 115,066,044.66 518,447,655.41 268,815,611.15 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 staff 30,200,830.03 17,438,062.54 35,301,493.20 21,862,044.10 and workers Taxes paid 8,629,147.25 3,839,356.92 9,017,438.38 4,955,860.61 Other cash paid concerning operating 20,385,284.73 352,463,357.46 30,870,286.47 189,612,325.59 activities Subtotal of cash outflow arising from operating 518,932,038.67 488,806,821.58 593,636,873.46 485,245,841.45 activities Net cash flows arising 301,024,997.40 312,667,266.82 -11,164,998.07 14,744,941.92 from operating activities II. Cash flows arising from investing activities: Cash received from 106,342,100.00 106,342,100.00 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 Other cash received concerning investing activities Subtotal of cash inflow 106,342,100.00 106,342,100.00 from investing activities Cash paid for purchasing fixed, intangible 22,945,634.47 15,195,678.77 9,417,997.99 6,519,918.93 and other long-term assets Cash paid for 47,881,000.00 56,841,000.00 investment 9 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow 22,945,634.47 15,195,678.77 57,298,997.99 63,360,918.93 from investing activities Net cash flows arising 83,396,465.53 91,146,421.23 -57,298,997.99 -63,360,918.93 from investing 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 770,000,000.00 435,000,000.00 1,675,600,000.00 878,600,000.00 loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow 770,000,000.00 435,000,000.00 1,675,600,000.00 878,600,000.00 from financing activities Cash paid for settling 1,101,824,953.89 741,824,953.89 1,645,000,000.00 905,000,000.00 debts Cash paid for dividend and profit distributing or 65,914,040.04 36,139,740.61 48,525,552.51 31,672,098.44 interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow 1,167,738,993.93 777,964,694.50 1,693,525,552.51 936,672,098.44 from financing activities Net cash flows arising -397,738,993.93 -342,964,694.50 -17,925,552.51 -58,072,098.44 from financing activities IV. Influence on cash and cash equivalents due to -67,665.61 203.79 -1,588.54 -103.89 fluctuation in exchange rate V. Net increase of cash and -13,385,196.61 60,849,197.34 -86,391,137.11 -106,688,179.34 cash equivalents Add: Balance of cash and cash equivalents at the 629,318,992.12 303,150,447.89 591,386,814.04 269,369,131.18 period -begin VI. Balance of cash and cash 615,933,795.51 363,999,645.23 504,995,676.93 162,680,951.84 equivalents at the period -end 4.4 Auditor’s report Auditor’s opinions: Un-audited 10 11