深圳南山热电股份有限公司 2012 年半年度报告全文 Stock Code: 000037, 200037 Notice No.:2012-032 Short Form of the Stock: Shen Nan Dian A, Shen Nan Dian B Semi-Annual Report 2012 I Important Notice The Board of Directors and its directors, Supervisory Committee and its supervisors, senior executives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no false recordation, misleading statements or material omissions carried in this report, and shall take all responsibilities, individually and/or jointly, for the reality, accuracy and completeness of the whole contents. Objection statements from the Directors, Supervisors and Senior executives Reasons of guarantee no reality, Name Title accuracy and complete-ness of the Report - - - Statement: Except for the follow directors, others are present the meeting of the Board for deliberating the semi-annual report of the Company Name of director not Title of director not Reasons for absent Trustee attended in person attended in person Jiang Xiaojun Director Due to business Sun Yulin Tips for audited opinion Yang Haixian, person in charge of the Company, Fu Bo, person in charge of accounting works, CFO Lu Xiaoping as well as person in charge of accounting institution (accounting officer) Huang Jian hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. Paraphrase Items Refers to Definition Company, the Company, Shen Nan Shenzhen Nanshan Power Co., Ltd. Refers to Dian Shen Nan Dian (Zhongshan) Electric Power Co., Shen Nan Dian Zhongshan Co Refers to Ltd. Shen Nan Dian (Dongguan) Weimei Electric Power Shen Nan Dian Dongguan Co Refers to Co., Ltd Shenzhen Shennandian Turbine Engineering Shen Nan Dian Engineering Co., Refers to Technology Co., Ltd. Shen Nan Dian Envionment Shenzhen Shen Nan Dian Envionment Protection Refers to Protection Co., Co., Ltd. Server Co., Refers to Shenzhen Server Petrochemical Supplying Co., Ltd. New Power, New Power Co., Refers to Shenzhen New Power Industrial Co., Ltd. Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd. Nanshan Power Factory of Shenzhen Nanshan Nanshan Power Factory Refers to Power Co., Ltd. Zhongshan Nam Long Power Plant of Shen Nan Zhongshan Nam Long Power Plant Refers to Dian (Zhongshan) Electric Power Co., Ltd 1 深圳南山热电股份有限公司 2012 年半年度报告全文 Dongguan Gaobu Plant of Shen Nan Dian Dongguan Gaobu Power Plant Refers to (Dongguan) Weimei Electric Power Co., Ltd. Zhongshan Shenzhong Real Estate Investment Shenzhong Properties Company Refers to Properties Co., Ltd Zhongshan Shenzhong Real Estate Development Shenzhong Real Estate Company Refers to Co., Ltd Syndidome Co., Refers to Hong Kong Syndidome Co., Ltd. Jiangxi Nuclear Power Refers to CPI Jiangxi Nuclear Power Co., Ltd. II. Company Profile (I) Company information Code for A-share 000037 Code for B-share 200037 Short form for A-share Shen Nan Dian A Short form for B-share Shen Nan Dian B Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of 深圳南山热电股份有限公司 the Company Abbr. of legal Chinese Shen Nan Dian name of the Company Legal English name of SHENZHEN NANSHAN POWER.CO.,LTD. the Company Abbr. of legal English NSRD name of the Company Legal Representative Yang Hai Xian No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Registered Add. Province Post Code of 518052 registered add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Office Add. Guangdong Province Post Code of office 518053 add. Internet website www.nsrd.com.cn E-mail public@nspower.com.cn; (II) Contact person and ways Secretary of the Board Rep. of security affairs Name Hu Qin - 16/F-17/F, Hantang Building, OCT, Contact adds. Nanshan District, Shenzhen, - Guangdong Province Tel. 0755-26948888 - Fax. 0755-26003684 - E-mail investor@nspower.com.cn - (III) Information disclosure and place for preparation Newspapers Designated for China Securities Journal, Securities Times and Hong Kong indormation disclosure Comercial Daily 2 深圳南山热电股份有限公司 2012 年半年度报告全文 Website desinated by CSRC for http://www.cninfo.com.cn/ publishing semi-annual report place for preparation of Secretariat of the Board semi-annual report III. Major accounting data and business abstract (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No Major accounting data Increase/decrease in Reporting period Same period of last Major accounting data this report period (Jan. to June) year year-on-year (%) Total business revenue(RMB) 705,842,198.56 1,143,413,610.78 -38.27% Business profit(RMB) -596,675,942.29 -676,784,833.99 -11.84% Total profit(RMB) -122,552,268.65 -87,767,475.29 39.63% Net profit attributable to shareholders of the listed -105,739,436.64 -84,855,867.31 24.61% company (RMB) Net profit attributable to shareholders of the listed company after deducting -128,966,580.86 -146,853,231.12 -12.18% non-recurring gains and losses(RMB) Net cash flow arising from 121,728,257.73 38,488,966.75 216.27% operating activities(RMB) Increase/decrease in this period-end over End of this period End of last period that of last period-end (%) Total assets(RMB) 5,420,788,209.16 5,452,746,682.91 -0.59% Owners’ equity attributable to shareholders of the listed 1,647,632,115.19 1,753,371,551.83 -6.03% company(RMB) Share capital(Share) 602,762,596 602,762,596 0% Major financial indexes Increase/decrease in Reporting period Same period of last Major financial indexes this report period (Jan. to June) year year-on-year (%) Basic earnings per share -0.18 -0.14 18% (RMB/Share) Diluted earnings per share - - (RMB/Share) Basic EPS after deducting non-recurring gains/losses -0.21 -0.24 -12.5% (RMB/Share) 3 深圳南山热电股份有限公司 2012 年半年度报告全文 Fully diluted ROE (%) - - - Weighted average ROE (%) -6.22% -5.01% -1.21% Fully diluted ROE after deducting non-recurring - - - gains/losses (%) Weighted average ROE after deducting non-recurring -7.58% -8.67% 1.09% gains/losses (%) Net cash flow per share arising from operating activities 0.20 0.06 233.33% (RMB/Share) Increase/decrease in this period-end over End of this period End of last period same period of last period-end (%) Net assets per share attributable to shareholder of listed company 2.73 2.91 -6.19% (RMB/ Share) Asset-liability ratio (%) 66.16% 65.38% 0.78% Explanation on previous major accounting data and financial indexes at period-end (filling the adjustment explanation if retroactive adjusted) (II) Difference of accounting data under CAS and IAS 1. Difference of net profit and net assets disclosed in financial report based on IAS and CAS □ Applicable √ Non-applicable 2. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ Non-applicable 3. Detail items for major differences Explanation on IAS Items with major Amount involved and(or) foreign Reasons for differences differences (RMB) accounting standards involved - - - - 4. Explanation on accounting data difference under the foreign/domestic accounting standards Inapplicable (III) Item and amount with non-recurring gains/losses deducted √applicable □Non-applicable Items Amount (RMB) Note Gains and losses from disposal of - - non-current assets Tax refund or exemption out of - - 4 深圳南山热电股份有限公司 2012 年半年度报告全文 authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, 133,750.02 - excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into - - current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than - - its share in fair value of net realizable assets of invested units Gains and losses from exchange of - - non-monetary assets Gains and losses from entrusted investment - - or management assets Various asset impairment reserve provided - - for force majeure, such as natural disaster; Gains/losses from debt reorganization - - Reorganization expenses, such as expenditure for allocation of employees and - - integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued - - basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same - - control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business - - of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of - - the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account - - receivable with separate impairment testing gains/ losses from external entrustment loans - - Gains and losses arising from change of fair - - value of investment properties whose 5 深圳南山热电股份有限公司 2012 年半年度报告全文 follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to - - requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation - - Other non-operating income and expenditure 260,474.5 - except the abovementioned Other item that satisfied the definition of - - non-recurring gains and losses Influenced amount of minority shareholders’ -6,839,516.02 - equity Impact on income tax - - Import VAT refunds for natural gas 29,672,435.72 - Total 23,227,144.22 - Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status Amount involved Item Note (RMB) - - - IV. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital 1. Statement of changes in shares √applicable □Non-applicable Before the Increase/Decrease in the Change (+, -) After the Changes Changes Public Newly- Proporti Bonus reserve-c Proporti Amount issued Others Subtotal Amount on (%) shares onverted on (%) shares shares I. Restricted shares 18,263 0.003% 18,263 0.003% 1. State-owned shares 2. State-owned legal person’s shares 3. Other domestic shares Including: Domestic legal person’s shares Domestic natural person’s shares 4. Foreign shares Including: Foreign legal person’s shares Foreign natural person’s shares 5. Senior executives’ 18,263 0.003% 18,263 0.003% shares 6 深圳南山热电股份有限公司 2012 年半年度报告全文 602,744, 602,744, II. Unrestricted shares 99.997% 99.997% 333 333 1. RMB Ordinary 338,894, 338,894, 56.223% 56.223% shares 012 012 2. Domestically listed 263,850, 263,850, 43.774% 43.774% foreign shares 321 321 3. Overseas listed foreign shares 4. Others 602,762, 602,762, III. Total shares 100% 100% 596 596 Approval of changes in shares (if applicable) Inapplicable Ownership transfer of changed shares Inapplicable Influence on latest EPS, net assets per share and other financial index from changes in shares (if applicable) Inapplicable Other information necessary to be disclosed by the Company or should be disclosed according to requirement of securities regulators Inapplicable 2. Changes in restricted shares □applicable √Non-applicable (II) Security offering and listing 1. Security offering in previous three years □applicable √Non-applicable 2. Changes of total shares and structures as well as outcome of asset-liability structures □applicable √Non-applicable 3. Current shares held by internal staffs □applicable √Non-applicable (III) Shareholders and actual controller 1. Total shareholders at period-end Till end of reporting period, total shareholders of the Company amounting to 42,945 with 27,278 of A-shareholders and 15,667 of B-shareholders. 2. Shares held by top ten shareholders Particulars about the shares held by the top ten shareholders Amount of Shares pledged or frozen Proportion of Shareholders (full Nature of Total amount the shares held name) shareholders of shares held restricted Share status Amount (%) shares held Shenzhen Guangju State-owned 16.72% 100,769.712 0 Industrial Co., Ltd. shares HONG KONG NAM Foreign-own 15.28% 92,123,248 0 7 深圳南山热电股份有限公司 2012 年半年度报告全文 HOI (INTERNATIONAL) ed shares LIMITED SHENZHEN ENERGY State-owned 10.8% 65,106,130 0 (GROUP) CO., LTD. shares BNP P P/PAND Foreign-own INVESTMENT CO., 8.2% 49,426,518 0 ed shares LTD. STATE GRID SHENZHEN ENERGY State-owned 5.97% 35,999,805 0 DEVELOPMENT shares (GROUP) CO., LTD. Foreign-own LI WEI PING 0.25% 1,509,281 0 ed shares Jinbang Security Foreign-own 0.25% 1,500,000 0 Holding Co., Ltd ed shares WU SHU HUA Others 0.22% 1,351,400 0 Foreign-own Naito Securities Corp. 0.2% 1,212,586 0 ed shares TOYO SECURITIES Foreign-own ASIA LIMITED-A/C 0.17% 1,053,043 0 ed shares CLIENT. 1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong Nam Hoi (International) Limited; Explanation of shareholders 2. Among other social public shareholders, the Company did not know whether there were associated relationships or belonging to consistent actors. Particulars about the shares held by the top ten unrestricted shareholders √applicable □Non-applicable Amount of Type/amount of shares Shareholders unrestricted shares Type Amount held at period-end Shenzhen Guangju Industrial Co., Ltd. 100,769.712 A-share 100,769.712 HONG KONG NAM HOI 92,123,248 B-share 92,123,248 (INTERNATIONAL) LIMITED SHENZHEN ENERGY (GROUP) CO., 65,106,130 A-share 65,106,130 LTD. BNP P P/PAND INVESTMENT CO., 49,426,518 B-share 49,426,518 LTD. STATE GRID SHENZHEN ENERGY 35,999,805 A-share 35,999,805 DEVELOPMENT (GROUP) CO., LTD. LI WEI PING 1,509,281 B-share 1,509,281 Jinbang Security Holding Co., Ltd 1,500,000 B-share 1,500,000 WU SHU HUA 1,351,400 A-share 1,351,400 1,212,586 Naito Securities Corp. 1,212,586 B-share TOYO SECURITIES ASIA 1,053,043 B-share 1,053,043 LIMITED-A/C CLIENT. Explanation on associated relationship among the top ten shareholders or (and) consistent action 1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong Nam Hoi (International) Limited; 2. Among other social public shareholders, the Company did not know whether there were associated relationships or belonging to consistent actors. 8 深圳南山热电股份有限公司 2012 年半年度报告全文 3. Controlling shareholders and actual controller (1)The Company does not have the dominant shareholders and actual controllers and it is not changed in the reporting period. (2)Chart of property right and control relationship between major stockholders and the Company: Explanation of the names in the diagram below: The Company: Shenzhen Nanshan Power Co., Ltd Shenzhen Energy Group: Shenzhen Energy Corporation Nanhai Foreign Firm: Hong Kong Nanhai Foreign Firm (International) Co., Ltd Guangju Industry: Shenzhen Guangju Industry Co., Ltd. Hong Kong Tengda: Tengda Property Co., Ltd State Grid Energy: State Grid Shenzhen Energy Development Group Co., Ltd Hong Kong Energy: Shenzhen Energy (Hong Kong) International Co., Ltd. Guangju Energy: Shenzhen Guangju Energy Co., Ltd Shennan Group: Shenzhen Shennan Petroleum (Group) Co., Ltd Kehuitong: Shenzhen Kehuitong Investment Holding Co., Ltd Shenzhen Guangju Investment Holding Co., Ltd State Grid International Development Limited:State Grid International Development Limited Shenzhen Nanshan State-owned Assets Supervision and Administration Commission 100% Kehuitong State Property Management Commission of the State Counil 46.34% 100% Shenzhen State-owned Assets Supervision and Administration Commission Shennan Group Mr. Li Li State Grid 75% 57.61% 100% 100% 100% Energy Group Hong Kong Energy Guangju Energy Peace Country International Limited State Grid International Development Limited 100% 100% 100% 100% Nanhai Foreign Firm Guangju Holding Hong Kong Tengda State Grid Energy 10.80% 15.28% 16.72% 8.20% 5.97% The Company (1) Changes of controlling shareholders and actual controller □applicable √Non-applicable (2) Introduction of controlling shareholders and actual controller Whether has new actual controller or not □Yes √No 9 深圳南山热电股份有限公司 2012 年半年度报告全文 Name of actual controller Type of actual controller Explanations Inapplicable (3) Block diagram of property rights and controlling relationship between the Company and actual controller Inapplicable (4) Actual controller controlling the Company by means of entrust or other assets management □applicable √Non-applicable 4. Other legal person’s shareholders with over ten percent shares held √applicable □Non-applicable Date of Business scope or management Register capital Legal person shares Legal rep. foundation activities (RMB 10,000) Shenzhen Guangju Industrial establishment, power Du Wen Jun 1989-05-31 11,111 Industrial Co., Ltd. investment HONG KONG NAM HOI (INTERNATIONAL) Yu Chun Ling 1985-05-14 Investment 1,533 LIMITED Development, production, purchase and sales of various normal energies (including power, heat, coal, oil and gas) and new energies; design, construction, management and operation of various energy engineering projects; operation of equipments and the affiliated parts, facilities, aluminium, wood, cement and other raw materials required for energy engineering projects; conduct of import & export businesses (based on the document SMGSZZi No.147); operation of personnel training, SHENZHEN ENERGY consultation and other related Gao Zi Min 1985-07-15 95,555.5556 (GROUP) CO., LTD. service businesses affiliated for energy engineering (further application will be made particularly); development of environmental friendly technology, transfer of technology and technology services; investment and operation of transportation business (road, costal and ocean) in respect of fuels, raw materials and equipments required by energy projects; property management (operate with qualified certificate for property management) and lease of self-owned property. Explanation NAM HOI was registed with HKD 10 深圳南山热电股份有限公司 2012 年半年度报告全文 (IV) Convertible bonds □applicable √Non-applicable V. Directors, Supervisors and Senior Executives 11 深圳南山热电股份有限公司 2012 年半年度报告全文 (I) Changes of shares held by directors, supervisors and senior executive Whether received Amount Amount of Amount of Shares remunerati of shares shares Shares held Including: stock held at on from Office dated Office dated increase in decreased at restricted option held Reasons Name Title Sex Age period-be shareholder from ended this in this period-end shares held at for changes gin(Shar s’ unit or period(Sha period (Share) (Share) period-end e) other re) (Share) (Share) related unit or not Yang Chairman M 56 2011-05-25 2014-05-25 0 0 No Haixian Li Deputy M 49 2011-05-25 2014-05-25 0 0 Yes Hongsheng chairman Deputy Sun Yuli M 61 2011-05-25 2014-05-25 0 0 Yes chairman GM; Fu Bo M 50 2011-05-25 2014-05-25 0 0 No Director HuangfuH Director M 58 2011-05-25 0 0 Yes an Yu Director F 47 2011-05-25 2014-05-25 0 0 Yes Chunling Zhou Qun Director M 48 2011-05-25 2014-05-25 0 0 Yes Chen Director F 49 2011-05-25 2014-05-25 0 0 Yes Lihong Jiang Director M 48 2011-05-25 2014-05-25 0 0 Yes Xiaojun Independent Li Zheng M 55 2011-05-25 2014-05-25 0 0 No Director Wang Independent M 52 2011-05-25 2014-05-25 0 0 No Xiaodong Director Wang Independent M 52 2011-05-25 2014-05-25 0 0 No Junsheng Director Wu Xiaolei Independent F 48 2011-05-25 2014-05-25 0 0 No 12 深圳南山热电股份有限公司 2012 年半年度报告全文 Director Tan Independent M 52 2011-05-25 2014-05-25 0 0 No Tianyun Director Pan Independent M 66 2011-05-25 2014-05-25 0 0 No Chengwei Director Zhao Chief M 54 2011-05-25 2014-05-25 0 0 Yes Xiangzhi Supervisor Ma Supervisor F 50 2011-05-25 2014-05-25 0 0 Yes Fengming Ji Supervisor F 48 2011-05-25 2014-05-25 0 0 Yes Yuanhong Wang Difei Supervisor M 44 2011-05-25 2014-05-25 0 0 Yes Zhen Dalei Supervisor M 48 2011-05-25 2014-05-25 0 0 No Peng Bo Supervisor M 39 2011-05-25 2014-05-25 1,527 0 0 1,527 1,145 No Li Huiwen Supervisor F 50 2011-05-25 2014-05-25 5,500 0 0 5,500 4,125 No Tao Lin Supervisor M 45 2011-05-25 2014-05-25 0 0 No Lin Qing Deputy GM F 48 2011-05-25 2014-05-25 0 0 No Ji Ming Deputy GM M 56 2011-05-25 2014-05-25 0 0 No Zhang Jie Deputy GM F 44 2011-05-25 2014-05-25 17,325 0 0 17,325 12,993 No Zhu Wei Deputy GM M 55 2011-05-25 2014-05-25 0 0 No Wang CE M 51 2011-05-25 2014-05-25 0 0 No Rendong Lu CFO M 50 2011-05-25 2014-05-25 0 0 No Xiaoping Secretary of Hu Qin F 45 2011-05-25 2014-05-25 0 0 No the Board Total -- -- -- -- -- 24,352 0 0 24,352 18,263 -- -- Directors, supervisor and senior executives who awarded equity incentive in report period □applicable √Non-applicable 13 深圳南山热电股份有限公司 2012 年半年度报告全文 (II) Representation Representation in shareholders’ unit √applicable □Non-applicable Whether received remuneration Service term Service term Name Shareholders’ unit Post occupied from from ended shareholders’ unit or not Yang SHENZHEN ENERGY September of Director No Haixian (GROUP) CO., LTD. 2008 Li Shenzhen Guangju Energy October of Director GM Yes Hongsheng Co., Ltd. 2009 Bureau researcher State Grid International Sun Yulin of the shareholder of 2010 Yes Development Limited the company Deputy director of science & SHENZHEN ENERGY Huangfu han technology May of 2006 Yes (GROUP) CO., LTD. innovation committee Director GM of SHENZHEN ENERGY Shenzhen Energy Yu Chunling 2009 Yes (GROUP) CO., LTD. (H.K) International Co., Ltd. Chairman of controlling SHENZHEN ENERGY Zhou Qun subsidiary Shenzhen 2010 Yes (GROUP) CO., LTD. Energy Financial Company Shenzhen Guangju Energy Chen Lihong Deputy GM 2005 Yes Co., Ltd. Jiang State Grid International Deputy GM of the 2009 Yes Xiaojun Development Limited of the company Zhao SHENZHEN ENERGY Chief accountant 2012 Yes Xiangzhi (GROUP) CO., LTD. SHENZHEN ENERGY Ma Fenming Staff supervisor 2011 Yes (GROUP) CO., LTD. Director Deputy Shenzhen Guangju Energy Ji Yuanhong GM; secretary of the 2008 Yes Co., Ltd. Board STATE GRID SHENZHEN Wang Difei ENERGY DEVELOPMENT GM 2005 Yes (GROUP) CO., LTD. Explanation on job occupation in shareholders’ unit Representation in other unit √applicable □Non-applicable Whether received Post Service Service term Name other unit remuneration occupied term from ended from other unit or not Guangdong Shentiancheng Law August of Li Zheng Attorney Yes Firm 2010 14 深圳南山热电股份有限公司 2012 年半年度报告全文 Wang Grandall Legal Group Attorney January of Yes Xiaodong (Shenzhen) Office partner 2005 Wang China Economic Research researcher Yes Junsheng Advisory Co., Ltd. Investment bank division of Deputy Wu Xiaolei headquarter of China Merchants 2005 Yes GM Bank Director, Tan Haier New York Life Insurance June of deputy Yes Tianyun Co., Ltd. 2009 chairmen Explanatio n on job occupation in other unit (III) Remuneration of directors, supervisors and senior executives Procedure for deciding According to relevant provisions of the Articles of Association, remunerations remunerations of of directors and supervisors are subject to the decision of general meeting, directors, and those of senior management are subject to the Board. supervisors and senior management Remunerations of directors, supervisors and senior management are on a year Bases on which basis, and decide by reference to the operating profit of that year and specific remunerations of positions they take based on the general remuneration level of the industry. directors, The Company conducts performance reviews on the performance of supervisors and responsibilities and annual actual performance of the directors and senior senior management management, and examines the annual performance-related remunerations as are decided per such review results. Actual payment of remunerations of The Company pays remunerations in strict compliance with the decision directors, procedure and determination bases of remunerations of directors, supervisors supervisors and and senior management. senior management (IV) Changes of directors, supervisors and senior executives Dated of Name Post occupied Changes Reasons of changes changes (V) Staff of the Company Person on-jobs 327 Retirement person whose charges undertake by 0 the Company Professional categories Types of professional category Numbers of professional category Production staff 147 Sales man 0 Technician 29 Financial staff 17 15 深圳南山热电股份有限公司 2012 年半年度报告全文 Administration staff 130 Education background Type of education background Numbers (people) Junior college 98 Undergraduate 107 Master 27 Explanation of staff There are 327 contract workers in reporting period. VI. Report of the Board (I) Management discussion and analysis 1. Operation analysis of the major business of the Company during the reporting period The major business of the Company is power production. The power generation enterprises held or controlled by the Company are located at Shenzhen, Zhongshan and Dongguan, etc. All burning machines are running with natural gas. During the reporting period, economy condition in Guangdong province presented to fallback, and growth of power demands begun to slowdown, but the factor of West-East power begun to increasing transmission. Due to insufficient of subsidy for gas turbine in Guangdong Province, power of 9E GT was restricted by bureau in charge of power in Shenzhen as well as Guangdong Province. In the reporting period, the internal combustion engine power plants within the Company generated power in aggregate of 1.119 billion Kwh, representing a year-on-year decrease of 34.22% and representing 47.43% of the plan for the whole year. Facing severe external environment and operating difficulties, the Company focused on safety management to ensure general safety for production and operation. Meanwhile, the Company strengthened economic operation, managing to cut down producing costs and generating power on an economic basis, aiming to raise the profitability of its major power business. During the reporting period, meanwhile, price of natural gas remained high.the accumulative operating income of the Company was RMB705,842,200, representing a decrease of 38.27% as compared to the same period of last year, among which, RMB 705,703,900 was contributed by power, stream, engineering contract and sewage disposal business respectively, representing a decrease of 31.43% as compared to the same period of last year, and RMB 1,750,900 was contributed by other businesses, representing a decrease of 99.89% as compared to the same period of last year. It also recorded net profit attributable to owners of the parent of RMB -105,739,400, among which, net profit attributable to the parent of RMB -105,062,300 and RMB -3,365,700 were contributed by power enterprises and non-power enterprises in the first half year respectively, representing a further loss of RMB 20,883,600. Earnings per share were RMB -0.18 per share. 2. Main conditions faced by the Company in respect of its production and operation in the latter half Due to that system issues concerning power price of burning machines still exist, the operation prospectus of the Company remain uncertain subject to high price for natural gas and insufficient subsidy capital for power generation. The difference between the actual operating results of the Company and the profit forecast or operation plan in respect of this reporting period which have been disclosed publicly exceeds 20% (no matter lower or higher) or not: □Yes √No Operation and results analysis for the main subsidiaries and holding companies of the 16 深圳南山热电股份有限公司 2012 年半年度报告全文 Company (Unit: RMB0’000) No. Basic particulars about company Total assets Net assets Net profit Shen Nan Dian Zhongshan Company The controlling subsidiary of the Company. Legal representative: Fu Bo; registered capital: RMB746.80 million; the shareholding of the Company:55% and 25% held by Syndisome; operation scope: power generation by burning 1 109,566.33 11,944.75 -3,345.19 machines, power generation by remaining heat, power supply and heat supply (excluding pipeline network of heat supply), lease of dock and oil storage (excluding oil products, dangerous chemicals and inflammable and explosive materials). Shen Nan Dian Dongguan Company The controlling subsidiary of the Company. Legal representative: Fu Bo; registered capital: USD 35.04 million; the shareholding of the 2 110,527.78 29,934.29 -2,380.55 Company: 40% and 30% held by Syndisome; operation scope: construction and operation of natural gas power plants. New Power Company The controlling subsidiary of the Company. Legal representative: Fu Bo; registered capital: RMB 113.85 million; the shareholding of the Company: 75% and 25% held by Syndisome; 3 118,526.77 10,368.72 -8,164.31 operation scope: technology development regarding to application of remaining heat (excluding restricted items) and power generation with remaining heat. Add: power generation through burning machines. All risk factors that may cause adverse affects on the realization of future development strategy and operation target of the Company 1. Power demand declined which brought material influences upon those 9E burning machine enterprises. 2. Increasing rise of price of natural gas, resulting in increase of power generation costs. 3. The major power business of the Company still depended on governmental subsidy in a short term. 4. The PRC continued to implement strict control on banking credit scale, which made it more difficult to get available financing and resulting in rising costs. 1. Main business and operations (1)Statement of main business classified according to industries and products Unit: RMB Increase or Increase or Increase or decrease of decrease of Classified decrease of operating gross profit according to Operating Gross profit operating cost Operating cost revenue over ratio over the industries or revenue ratio (%) over the last the last same last same products same period of period of last period of last last year (%) year (%) year (%) According to industries 17 深圳南山热电股份有限公司 2012 年半年度报告全文 683,890,631.1 1,131,669,875. Energy -39.57% -29.92% -22.98% -5.99% 9 59 Engineering 480,000 2,406,341.85 -80.05% -98.1% -89.34% -92.08% labor Sludge drying 19,582,305.83 8,988,799.34 117.85% 19,231.02% 2.63% 216.7% Other revenue 1,750,935.04 3,582,751.24 -51.13% -93.71% -24.92% -18.51% According to products Power 680,603,743.3 1,124,608,977. -65.14% -29.95% -23.16% -14.6% marketing 1 96 Thermal 3,286,887.88 7,060,897.63 -114.59% -23.76% 6.5% -60.97% marketing Fuel marketing 0 0 0% -100% -100% -13.8% Engineering 480,000 2,406,341.85 -401.32% -98.1% -89.34% -412.06% labor Sludge 19,582,305.83 8,988,799.34 54.23% 0% 0% 54.23% treatment Other revenue 1,750,935.04 3,582,751.24 -104.63% 55.13% -3.29% 808.66% Explanation on main business classified according to industries and products In reporting period, no major changes over last period in aspect of profit constitution, main business and its structures. Explanation on major changes of gross profit over same period of last year In reporting period, major changes in gross profit over same period of last year mainly due to the soaring fuel prices and sharply decrease of power generation. (2) Main business classified according to areas Unit: RMB Increase/decrease in revenue Areas Operating revenue from operations over the same period of last year (%) Domestic 705,703,872.06 -35.85% Overseas Explanation on main business according to areas Nil Explanation on main business institution Nil (3) Explanation on reasons of material changes in main operations and its structure □Applicable √Non-applicable (4) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year □Applicable √Non-applicable (5) Analysis on reasons of material changes in profit structure compared with the previous year 18 深圳南山热电股份有限公司 2012 年半年度报告全文 □Applicable √Non-applicable 2. Internal control mechanism related with fair-value measurement □Applicable √Non-applicable 3. Foreign currency financial assets and financial liabilities held □Applicable √Non-applicable (II) Investment of the Company 1. General Application of the raised proceeds □Applicable √Non-applicable 2. Commitments on projects of raised funds □Applicable √Non-applicable 3. Changes of projects of raised funds □Applicable √Non-applicable 4. Investment on major projects of non-raised funds √Applicable □Non-applicable Unit: RMB0’000 Initial date Projects for Funds Progress Earnings disclosure Late of April 2012, capital increment of 35 million yuan was successfully to Shen Nan Dian Zhongshan After increment, capital Company, register pressure of Shen Nan Capital increment to Shen capital change Dian Zhongshan Nan Dian Zhongshan 2003-10-09 19,250 increase from 396.8 Company was effectively Company million yuan to relieved, and leaves a 746.8 million yuan. favorable condition for The Company production operations. invested 410.74 million yuan accumulative till end of reporting period. Another 8 million The plan of project trust yuan was invested management was in reporting period. perfected and initial The Company negotiation of project Capital increment to invested 45.315 trust management Jiangxi Pengze Nuclear 2009-12-29 800 million yuan contract was completed. Power project (including Currently, Jiangxi pre-phase expenses Nuclear Power Company 0.945 million yuan) will continue to accumulative till communicate with end of reporting relevant State 19 深圳南山热电股份有限公司 2012 年半年度报告全文 period. governments and local gov. for better preparation of approval of this project. Total 20,050 -- -- Explanation on major projects of non-raised fund investment (III) The modification of Board to the business plan for the second half of the year □Applicable √Non-applicable (IV) Prediction of business performance from January – September 2012 Estimation on 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 on reason □Applicable √Non-applicable (V) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Non-applicable (VI) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors √Applicable □Non-applicable In year 2011, Deloitte Touche Tohmatsu CPAs Co., Ltd. issued qualified auditor’s report with paragraph of emphasized matters for the Company. During the report period, the matter involved in non-standard qualified opinion has no any progress. (More details found in notice of No.: 2012-010 published on 24 April 2012) (VII)Stating the discussion results issued by the Board on changes in the Company’s accounting policies and accounting estimates or reasons for material accounting error correction and influences thereof □ Applicable √ Non-applicable (VIII) Determination and implementation of cash dividend policies of the Company 1. In May 2010, the Company established its cash dividend policies as required by the “Decision on Amendments to Certain Provisions Regarding to Cash Dividend of Listed Company” issued by the CSRC, and amended its Articles of Association. The Profit Distribution Plan for 2010 was approved at the 40th meeting of the 5th Board of the Company and the 2010 Annual General Meeting, while that of 2011 was approved at the 7th meeting of the 6th Board of the Company and the 2011 Annual General Meeting. Its cash dividend was in compliance with the requirements of decision-making procedures and the Articles of Association. 2. During the reporting period, according to the Notice issued by Shenzhen CSRC on Implementation of Certain Requirements of the Notice Regarding to Further Practice of Cash Dividend of Listed Company (SZJGSZi NO.43(2012)). Various approaches such phone, fax, email and investors’ interaction platform were available for vast shareholders to issue opinions and requests, and the Company established “Return Plan for Shareholders for the Future Three Years (2012-2014)” based on its actual conditions, setting out adequate and clear dividend standards, dividend proportions, relevant decision-making process and improved system. Independent shareholders completed relevant responsibilities and functions, 20 深圳南山热电股份有限公司 2012 年半年度报告全文 to ensure legal interests of minor shareholders were adequately protected. Further amendments were made to the Articles of Association as far as profit distribution policies concerned. “Return Plan for Shareholders for the Future Three Years (2012-2014)” and the Articles of Association were considered and approved at the 10th meeting of the 6th Board of the Company, and their implementation are still subject to the submission to the 2nd extraordinary general meeting for 2012 for consideration and approval. (IX) Plan of profit distribution or capital reserve capitalizing □Applicable √Non-applicable (X) Positive retained profit accumulated at end of 2011 without cash distribution carried out √Applicable □Non-applicable Retained profit accumulated at end of 2011 454,070,630.72 Relieve capital shortage pressure, higher ability of short-term liabilities, guarantee security of Use of related retained profit for the Company capital chain and make sure normal production operations. Whether generated earnings or not □ yes √ no Recover of government subsidy for generation is far behind the schedule recently which resulted in a sharply growth in account receivable; furthermore, there are 1.1 billion yuan lands are Reasons of unmatched between actual earnings ready for development in inventory, a 88.15% in and predicted earnings inventory; part of the current capital was occupied by the lands above and leaves a fund shortage situation to the Company. Till end of late June 2012, the un-develop lands generate no cash flows, the Company still in short of funds Current ratio and liquid ratio still in a low standards due to the 65% asset-liability ratio of Other explanation the Company, general solvency in short-term is low (XI) Establishment and implementation of registration mechanism for insiders On 16 October 2009, the “Registration Mechanism for Insiders of Shenzhen Nanshan Power Co., Ltd.” was deliberated and approved by 26th Meeting of 5th Session of the Board. In reporting period, the Company strictly executed management mechanism of insider registration, no violation of above situation occurred from insiders. Whether implemented self-examination and accountability on insiders who dealing with stock of the Company as well as derivative products □ Yes √ No Whether custody measurement and administration punishment on listed company and related staff from regulatory authorities in aspect of implementation of registration management mechanism of insiders or inside trading involved or not □Yes √No 21 深圳南山热电股份有限公司 2012 年半年度报告全文 (XII) Other events disclosed (XIII) Liabilities, credit changes and cash arrangement for debt paying in later year (Only applies to listed company with corporate convertible bonds offered) □Applicable √Non-applicable VII. Significant Event (I)Corporate governance The Company continued to standardize its operation in strict compliance with the Company Law, Securities Law and relevant laws and regulations of the CSRC. Currently, the actual corporate governance of the Company generally satisfies the requirements issued by the CSRC on standardized governance for listed company. 1. Pursuant to the requirements of the Supervision Opinions on the Spot Inspection at Shenzhen Nanshan Power Co., Ltd. (SZJGSZi No.21(2012)) issued by Shenzhen CSRC, the Company conducted and implemented earnest reforms and amended the Articles of Association and working procedures for three committees, thus to complete the Correction Report on the Issues Found by Shenzhen CSRC at the Spot Inspection. The report has been filed with Shenzhen CSRC upon consideration and approval at the 9th meeting of the 6th Board of the Company. 2. During the reporting period, in order to further improve its corporate governance structure and promote standardized operation, the Company, according to relevant laws and regulations and taking into account its actual conditions, also amended Working Rules of General Manager, Internal Control System, Provisional Rules for Internal Audit and Internal Reporting System for Material Information in addition to the aforesaid amendments to the Articles of Association and working procedures for three committees. 3. Aiming to enhance the scientific, constant and steady bonus decision and system, according to the Notice issued by Shenzhen CSRC on Implementation of Certain Requirements of the Notice Regarding to Further Practice of Cash Dividend of Listed Company (SZJGSZi NO.43(2012)), the Company proposed Return Plan for Shareholders for the Future Three Years (2012-2014) based on its actual conditions, and amended certain terms of the Articles of Association concerning dividend policies. Such amendments were considered and approved at the 10th meeting of the 6th Board of the Company, and their implementation is still subject to the submission to the general meeting for consideration and approval. 4. The unpublicized information reported to the biggest shareholder by the Company main contains: daily power volume, power production impediment report and accident report, monthly safety brief report as well. And the secretary of the Board collectively submit the proposals as amended by the general manage office to the directors and supervisors appointed by the shareholder before the conferences of the Board of directors and supervisors of the Company. Meanwhile, the Company filed with the property law department and administrative management department of the shareholder. In order to strengthen management over the unpublicized information, the Company strictly controlled the scope of insiders, standardized information transmission, implemented relevant regulations of Registration System of Insiders for Unpublicized Information, and reported information of insiders and their close family members to Shenzhen CSRC periodically. 5. In accordance with the “Basic Rules of Internal Control for Enterprises” and requirements of relevant laws, regulations as well as evaluation guidelines, the Company conducted 22 深圳南山热电股份有限公司 2012 年半年度报告全文 self-evaluation on the effective-ness of design and execution for internal control dated 30 June 2012. In reporting period, internal control procedures are established by the Company for business and events that in the evaluation range, and with an effectively performance which achieve the target for internal control of the Company basically without major defects been found. (II) Implementation of profit distribution plan, capital reserve capitalizing or shares offering that plan out previously and carry out in this reporting period □Applicable √Non-applicable (III) Material lawsuits and arbitrations □Applicable √Non-applicable No material lawsuits and arbitrations occurred in this period (IV) Related event of bankruptcy reorganization □Applicable √Non-applicable (V) Equity of other listed company and stock jointly financial enterprise held by the Company 1. Security investment □Applicable √Non-applicable Explanation on security investment 2. Equity of other listed company held by the Company □Applicable √Non-applicable Explanation on equity of other listed company held by the Company 3. Equity of non-listed financial enterprise held by the Company □Applicable √Non-applicable Explanation on equity of non-listed financial enterprise held by the Company 4. Buying and selling shares of other listed company □Applicable √Non-applicable Explanation on shares dealing of other listed company (VI) Assets transaction 1. Assets purchased or acquired □Applicable √Non-applicable Explanation on assets purchased 2. Assets sold □Applicable √Non-applicable Explanation on assets sold 3. Assets replacement □Applicable √Non-applicable Explanation on assets replacement 4. Business combination □Applicable √Non-applicable 5. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public 23 深圳南山热电股份有限公司 2012 年半年度报告全文 Notice on Acquisition and Sales of Assets being published □Applicable √Non-applicable (VII) Explanation on shareholding increase proposed or implemented by largest shareholder of the Company and its persons acting in concert in reporting period □Applicable √Non-applicable (VIII) Implementation and its influence of equity incentive □Applicable √Non-applicable (XI) Significant related transaction 1. Related transaction related to daily operation □Applicable √Non-applicable 2. Related transaction incurred by purchase or sales of assets □Applicable √Non-applicable 3. Significant related transaction from jointly investment outside □Applicable √Non-applicable 24 深圳南山热电股份有限公司 2012 年半年度报告全文 4. Current related liabilities and debts √Applicable □Non-applicable Funds offer to listed company by related Funds offered to related parties (RMB0’000) parties(RMB0’000) Balance Balance Related parties Relationship Balance at Occurre Balance at Occurre Amou at Interest Interest Amou at Interest Interes period-beg d period-beg d nt paid period-e earned cost nt paid period-e earned t cost in amount in amount nd nd 1,010.9 Server Company Subsidiary 627.94 0 0 627.94 2,636.44 492.42 3,154.97 105.11 5 31,574. 54,698.4 2,074.1 Shen Nan Dian Zhongshan Company Subsidiary 62,624.31 39,500 0 12 3 2 71,691.7 Shenzhong Real Estate Company Subsidiary 68,862.67 3,829.1 1,000 1,829.1 0 7 Shen Nan Dian Engineering 3,289.0 Subsidiary 0 8,091.25 3,660 7,720.26 288.99 Company 1 1,008. 2,382.0 Shen Nan Dian Dongguan Company Subsidiary 8,543.71 238.97 7,773.88 237.36 13,177.3 9,850 5,709.36 382.06 8 6 17,076. 34,984 59,733.2 New Power Company Subsidiary 0 77,641.39 77 .9 6 Shen Nan Dian Environment Subsidiary 1,100.69 445.37 1,546.06 Protection Company Shenzhen Energy Group Subsidiary 0 Syndidome Company Subsidiary 3.51 0.89 4.4 Singapore Company Subsidiary 13.87 0.57 14.44 36,089. 41,508 136,356. 4,140.5 101,546.3 23,758. 48,987 76,317.8 Total 141,776.7 0 0 776.16 02 .8 92 8 8 79 .32 5 Funds offered to controlling shareholders and its 36,089.02 subsidiary by the Company in report period (RMB0’000) Balance of funds offered to controlling shareholders and 136,356.92 its subsidiary by the Company (RMB0’000) Related debts in report period mainly comes from the bank entrust loans, due in last year, which were replaced by Reasons of related liabilities and debts subordinate Zhongshan Company. Liquidation of related liabilities and debts Zhongshan Company pay off the previous financial subsidy to the Company Commitments concerned with related liabilities and debts Assets of Zhongshan Company were pledged to the Company Influence on business performance and financial status of No material influence in range of consolidated statement. 25 深圳南山热电股份有限公司 2012 年半年度报告全文 the Company from related liabilities and debts Including: in reporting period, 360.8902 million yuan were offered to controlling shareholders and its subsidiary by listed company, balance amounting to 1363.5692 million yuan Fund occupation and progress of paying off □Applicable √Non-applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Non-applicable 26 深圳南山热电股份有限公司 2012 年半年度报告全文 5. Other significant related transaction Non-applicable (X) Significant contracts and its implementation 1. Profits earned from trusteeship, contract and lease reached over 10% (10% included) of total profit in this period (1) Trusteeship √Applicable □Non-applicable Influence Amount Trust Confirma on the Related Assets of assets Trust date Trust earnings tion basis Relations Clients Trustor Company transacti trust trust(RM from date end (RMB0’ for trust hip from trust on or not B0’000) 000) earnings earnings Calculate d base on 0.024 yuan New The Trust 2012-01-0 2012-06- /KWH 3,676,302. Power Compan earnings 1 30 accordin 50 Company y g to generatin g capacity Calculate d base on 0.025 yuan New The Trust 2011-01-0 2011-06- /KWH 8,670,931. Power Compan earnings 1 30 accordin 00 Company y g to generatin g capacity Sharing New The Cost 2012-01-0 2012-06- generatin 1,378,596. Power Compan apportion 1 30 g 45 Company y ments capacity Sharing New The Cost 2011-01-0 2011-06- generatin 2,014,943. Power Compan apportion 1 30 g 14 Company y ments capacity Sharing New The Expenses 2012-01-0 2012-06- generatin 5,781,962. Power Compan allocatio 1 30 g 71 Company y n capacity Sharing New The Expenses 2011-01-0 2011-06- generatin 9,541,067. Power Compan allocatio 1 30 g 55 Company y n capacity Custody particulars According to the Custody and Operation Contract Concerning the Power Generation Machine Sets of Shenzhen New Power Industry Co., Ltd. entered into by the Company and New Power Company dated 23 December 2003, the Company was entrusted to operate and manage the 2#, 10# and 11# machine sets assets owned by New Power Company. The scope of the entrustment included: production plan, power scheduling, power measure and agent sales, collection of 27 深圳南山热电股份有限公司 2012 年半年度报告全文 electricity fees and safe operation and management of equipments, as well as purchase, stock and management of consumed materials and facilities required for maintenance and repairmen, normal maintenance of power generation equipments and facilities, organization and management of big- and middle-sized repair projects, technological innovation and updates for power generation equipments, etc. As for the fuels required for power production, they were purchased by New Power Company and then given to the Company for general use. Costs were charged according to the actual fuel consumption of the machine sets owned by New Power Company. As for substantial repair expenses and facilities, they were purchased collectively by the Company as per the custody contract. When occurred, those cost attributable to the relevant machine sets were charged as the machine sets costs of New Power Company. As for those costs that cannot be directly attributable to machine sets of New Power Company (such as utilities, depreciation of common assets and personnel salaries, etc), they should be shared by New Power Company and the Company based on the proportion of power generated. The Company and New Power Company declared taxes according to the above share method. (2) Contract □Applicable √Non-applicable (3) Lease □Applicable √Non-applicable 2. Guarantees √Applicable □Non-applicable Unit: RMB0’000 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Related Actual date Complet Guarantee Name of the Announce of happening Actual e Guarantee Guarantee Guarantee for related Company ment (Date of guarantee impleme limit type term party (Yes guaranteed disclosure signing limit ntation or no) date agreement) or not Total actual occurred Total approving external external guarantee in guarantee in report period (A1) report period (A2) Total actual balance of Total approved external external guarantee at the guarantee at the end of report end of report period period ( A3) (A4) Guarantee of the Company for the subsidiaries Complet Actual date of Guarantee Name of the Related Actual e Guarante happening (Date Guarante Guarant for related Company Announcement guarantee impleme e limit of signing e type ee term party (Yes guaranteed disclosure date limit ntation agreement) or no) or not Shen Nan Dian 2011-04-15 4,000 2012-01-05 4,000 guarantee 1year No Yes Dongguan Company Shen Nan 2012-04-24 8,000 2012-06-19 8,000 guarantee 1year No Yes Dian 28 深圳南山热电股份有限公司 2012 年半年度报告全文 Dongguan Company Shen Nan Dian 2012-04-24 10,000 2012-06-07 10,000 guarantee 1year No Yes Dongguan Company Shen Nan Dian 2012-04-24 10,000 2012-06-05 10,000 guarantee 1year No Yes Dongguan Company Shen Nan Dian 2012-04-24 10,000 2012-06-13 10,000 guarantee 1year No Yes Dongguan Company Shen Nan Dian 2011-04-15 8,000 2011-06-20 8,000 guarantee 1year No Yes Dongguan Company Shen Nan Dian 2011-04-15 10,000 2011-12-29 10,000 guarantee 1year No Yes Dongguan Company Shen Nan Dian 6 2011-09-14 2,000 2012-01-05 2,000 guarantee No Yes Dongguan months Company Shen Nan Dian 2011-09-14 9,000 2012-01-13 9,000 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 1,000 2012-01-13 1,000 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 5,000 2011-09-09 5,000 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 3,568.4 2012-04-01 3,568.4 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 920 2012-04-19 920 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 3,500 2012-01-06 3,500 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 5,000 2012-02-10 5,000 guarantee 1year No Yes Zhongshan Company Shen Nan Dian 2011-04-15 1,000 2012-01-19 1,000 guarantee 1year No Yes Zhongshan Company 29 深圳南山热电股份有限公司 2012 年半年度报告全文 Shen Nan Dian 3 2012-04-24 3,000 2012-06-01 3,000 guarantee No Yes Zhongshan months Company Shen Nan Dian 2011-04-15 1,000 2011-08-03 1,000 guarantee 1yera No Yes Environment Protection Co. Shen Nan Dian 6 2012-04-24 1,000 2012-06-12 1,000 guarantee No Yes Environment months Protection Co. Shen Nan Dian 2012-04-24 1,000 2012-06-20 1,000 guarantee 1yera No Yes Environment Protection Co. Shen Nan Dian 2011-04-15 2,600 2009-11-06 2,600 guarantee 3years No Yes Environment Protection Co. New Power 6 2012-04-24 10,000 2012-06-29 10,000 guarantee No Yes Company months New Power 2011-04-15 15,500 2012-12-23 15,500 guarantee 1year No Yes Company New Power 2011-09-14 10,000 2011-12-22 10,000 guarantee 1year No Yes Company New Power 2011-09-14 10,000 2011-12-29 10,000 guarantee 1year No Yes Company New Power 6 2011-09-14 5,000 2012-04-28 5,000 guarantee No Yes Company months Total amount of actual Total amount of approving occurred guarantee for guarantee for subsidiaries in 150,088.4 150,088.4 subsidiaries in report report period (B1) period (B2) Total balance of actual Total amount of approved guarantee for guarantee for subsidiaries at the 150,088.4 150,088.4 subsidiaries at the end of end of reporting period (B3) reporting period (B4) Total amount of guarantee of the Company( total of two abovementioned guarantee) Total amount of approving Total amount of actual guarantee in report period 150,088.4 occurred guarantee in 150,088.4 (A1+B1) report period (A2+B2) Total amount of approved Total balance of actual guarantee at the end of report 150,088.4 guarantee at the end of 150,088.4 period (A3+B3) report period (A4+B4) The proportion of the total amount of actually guarantee in 91.09% the net assets of the Company(that is A4+ B4) Including: Amount of guarantee for shareholders, actual controller 0 and its related parties(C) The debts guarantee amount provided for the guaranteed parties whose assets-liability ratio exceed 70% directly or 144,488.4 indirectly(D) Proportion of total amount of guarantee in net assets of the 67,706.79 Company exceed 50%(E) Total amount of the aforesaid three guarantees(C+D+E) 212,195.19 Explanations on possibly bearing joint and several liquidating responsibilities for undue guarantees 30 深圳南山热电股份有限公司 2012 年半年度报告全文 Explanations on external guarantee against regulated procedures Special explanation and independent opinions issued by independent directors in relation to capital occupation by related parties and external guarantee Pursuant to the provisions of the Notice on Standardizing Capital Activities between Listed Company and Related Parties and Certain Issues on External Guarantee Provided by Listed Company (ZJF No.56(2003)), the Notice on Strengthening Capital Occupation of Listed Company and Information Disclosure Concerning Illegal Guarantee (SZJFZi No.338(2004)) and the Notice on Standardizing External Guarantee of Listed Company (ZJF No.120(2005)), independent directors issued the following special explanation and opinions in relation to capital occupation by related parties and external guarantee of the Company for the first half of 2012, taking into account their knowledge and information enquiries about the Company: 1. As of 30 June 2012, all the capital activities between the Company and its related parties belong to normal non-operation capital activities, and no related party was found to occupy the Company’s capital illegally. 2. As of 30 June 2012, the external guarantees of the Company were RMB1,500,884,000 in aggregate. Such guarantees represented those for bank loans provided by the Company for its holding subsidiaries and those provided by the holding subsidiaries for other holding subsidiaries. No guarantee was provided by the Company and its holding subsidiaries for shareholders, other related parties, any non-legal person entity or individual. The Company earnestly performed its duty to disclose information of external guarantees. 3. Trust financing □Applicable √Non-applicable 4. Implementation of material contracts entered into during the normal operation 1. As per the Assets Custody Operation Contract in Connection with Burning Machine-Stream Joint Cycle Heat Power Generation Machine Sets entered into in February 2003, the Company was entrusted to operate and manage the power generation machine sets owned by its wholly-owned subsidiary New Power Company. During the reporting period, other than such custody for New Power Company, the Company didn’t trust, contract and lease any asset of other company, nor was any asset of listed company trusted, contracted and leased by other company. 2. As considered and approved in the 4th extraordinary general meeting for 2010 of the Company, the Company and Dongguan branch of Shenzhen Nanshan Power Co., Ltd. Were enter into natural gas purchase contracts with Guangdong Trade Branch of CNOOC Gas & Power Group (Guangdong Branch of CNOOC) respectively. In particular, the term of the contract of the Company (wholly-owned Nanshan Power Plant) was 2 years (January 2011 – December 2012), and that of Dongguan branch of Shenzhen Nanshan Power Co., Ltd. was 3 years (January 2011 – December 2013), details of which were disclosed in the announcements No. 2010-048,050 and 058. Such contracts are being implemented. 5. Other significant contract □Applicable √Non-applicable (XI) Explanation on corporate bonds offering □Applicable √Non-applicable 31 深圳南山热电股份有限公司 2012 年半年度报告全文 (XII) Implementation of commitments 1. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. □Applicable √Non-applicable 2. Explanation on assets or projects that reached the original profit forecast as well as its reasons while the reporting period still in forecast period, and there are profit forecast on assets or projects of the Company □Applicable √Non-applicable (XIII) Items of other consolidated income Unit: RMB Items This period Last period 1. Gains(losses) from financial assets available for sales Less: Income tax influences from financial assets available for sales Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period 32 深圳南山热电股份有限公司 2012 年半年度报告全文 Subtotal Total 0 (XIV)Registration form of receiving research, communication and interview in the report period Content discussed Date Place Way Type Object and documents provided Conference General operation Security 2012-06-20 room of the Field research Individual of the Company; no investor Company files provided (XV) Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No (XVI) Punishment and rectification for listed company and its directors, supervisor, senior executives, shareholders of the Company, actual controller and purchasers □Applicable √Non-applicable (XVII) Explanation on other significant events □Applicable √Non-applicable (XVIII) Major changes of profitability of turn debt guarantor, assets status and credit standings (Only applies to listed company with corporate convertible bonds offered) □Applicable √Non-applicable (XIX) Index for information disclosure Name and page of publishing Date of Internet website and Event press disclosed searching route Securities Times -D020, China Juchao Website “Prediction of Securities Journal- B017 and 2012-01-17 http://www.cninfo.com.cn performance for 2011” Hong Kong Commercial Daily - / A8 Securities Times -D76, China ”Resolution of 4th Juchao Website Securities Journal-B008 and extraordinary meeting of 2012-02-29 http://www.cninfo.com.cn th Hong Kong Commercial Daily 6 session of the board” / -A13 Securities Times -D36, China “Prediction of Juchao Website Securities Journal-B005 and performance for 1st 2012-04-13 http://www.cninfo.com.cn Hong Kong Commercial Daily quarterly of 2012” / -A20 “changes of shareholders’ name”; ”resolution of 7th Securities Times - D22, China Juchao Website meeting of 6th session of Securities Journal-B041 and 2012-04-24 http://www.cninfo.com.cn the board”; ”resolution Hong Kong Commercial Daily / of 8th meeting of 6th session of supervisory committee”; ”bank 33 深圳南山热电股份有限公司 2012 年半年度报告全文 credit scale and external guarantee limit for year of 2012”;”financial support offering within the system for year of 2012”; and ‘abstract of annual report 2012 and full text of annual report 2012 (English/Chinese version)” ”Notice of Convening the Shareholders’ General Meeting of Securities Times - D53, China 2011”; ”Text of 1st Juchao Website Securities Journal-B049 and quarterly report 2012 2012-04-26 http://www.cninfo.com.cn Hong Kong Commercial Daily and full text of 1st / -B10 quarterly report 2012 (English/Chinese version)” ”Notice of Convening Securities Times -D17, China Juchao Website the Annual Securities Journal-B009 and 2012-05-11 http://www.cninfo.com.cn Shareholders’ General Hong Kong Commercial Daily / Meeting of 2011” -A14 ”Resolution notice of Securities Times - D21, China Juchao Website annual shareholders’ Securities Journal-A28 and 2012-05-16 http://www.cninfo.com.cn general meeting of Hong Kong Commercial Daily / 2011” -A21 ”resolution notice of 9th meeting of 6th session of the board”; ”resolution notice of 10th meeting of 6th session of Securities Times - B20, China supervisory Juchao Website Securities Journal-B009 and committee”; ”specific 2012-06-02 http://www.cninfo.com.cn Hong Kong Commercial Daily notice of changes of / -A15 accounting estimation” and “notice of 1st extraordinary shareholders’ general meeting of 2012” “resolution notice of 1st Securities Times - D032, China Juchao Website extraordinary Securities Journal-B008 and 2012-06-21 http://www.cninfo.com.cn shareholders’ general Hong Kong Commercial Daily / meeting of 2012” -A11 VIII. Financial Report (Un-audited) The 2012 Semi-annual Financial Report is un-audited (attached). IX. Documents Available for Reference 34 深圳南山热电股份有限公司 2012 年半年度报告全文 (I) Semi-annual Report of 2012 carried with the personnel signature of Legal Representative; (II) Accounting Statements carried with the signature and seals of the Legal Representative, General Manager and CFO; (III) All the original Company’s documents and public notices disclosed in Securities Times, China Securities Journal and Hong Kong Commercial Daily in the report period; (IV) Place for inspection: Secretariat of the Board of Director of the Company. Board of Directors of Shenzhen Nanshan Power Co., Ltd. 7 August 2012 35 深圳南山热电股份有限公司 2012 年半年度报告全文 Accounting Statement & Annotations January - June of 2012 36 深圳南山热电股份有限公司 2012 年半年度报告全文 Consolidated Balance Sheet Unit: RMB Liabilities and Assets 2012-6-30 2011-12-31 2012-6-30 2011-12-31 owner’s equity Current assets: Current liabilities: Monetary fund 708,417,387.45 695,095,052.12 Short-term loan 3,208,884,008.18 3,265,824,953.89 Bill receivable - - Bill payable 30,000,000.00 43,820,200.00 Account receivable 1,017,077,822.79 934,640,019.03 Account payable 419,024,277.78 214,748,889.66 Account paid in Account received in 81,394,386.19 31,576,397.23 17,966,000.00 14,586,000.00 advance advance Interest receivable - - Remuneration payable 33,773,316.00 32,691,674.04 Dividend receivable - - Tax payable -547,763,897.12 -521,900,793.90 Other accounts 21,921,948.69 124,599,842.72 Interest payable 79,858,446.84 75,462,594.51 receivable Inventory 1,261,292,454.50 1,258,195,597.25 Dividend payable - - Long-term stock Other account investment due - - 313,454,938.34 358,597,380.00 payables within one year Long-term liabilities Other current assets - - - 50,000,000.00 due within one year Other current - - liabilities Total of current Total of current 3,090,103,999.62 3,044,106,908.35 3,555,197,090.02 3,533,830,898.20 assets liabilities Non-current assets: - Non-current liabilities Long-term stock 45,315,000.00 37,315,000.00 Long-term borrowing 26,000,000.00 26,000,000.00 investment Investment real Other non-current 4,650,702.31 4,872,045.07 4,971,041.64 5,104,791.66 estate liabilities Total of non-current Fixed assets 2,138,937,835.63 2,227,103,579.26 30,971,041.64 31,104,791.66 liabilities Project under 51,166,038.51 46,866,969.48 Total of liabilities 3,586,168,131.66 3,564,935,689.86 construction Disposal of capital - - Owners’ equity assets Intangible assets 64,016,826.54 63,807,538.62 Share capital 602,762,596.00 602,762,596.00 37 深圳南山热电股份有限公司 2012 年半年度报告全文 Long-term unamortized 70,816.76 95,810.84 Capital reserve 363,629,927.51 363,629,927.51 expenses Deferred income tax 3,714,114.31 3,714,114.31 Reserve surplus 332,908,397.60 332,908,397.60 assets Other non-current 22,812,875.48 24,864,716.98 Undistributed profit 348,331,194.08 454,070,630.72 assets Translation difference Total of non-current 2,330,684,209.54 2,408,639,774.56 in foreign currency - - assets statement Equity attributable to owners of the parent 1,647,632,115.19 1,753,371,551.83 company Minority 186,987,962.31 134,439,441.22 shareholders’ equity Total of shareholders' 1,834,620,077.50 1,887,810,993.05 equity Total of liabilities and Total of assets 5,420,788,209.16 5,452,746,682.91 5,420,788,209.16 5,452,746,682.91 shareholders' equity Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Balance Sheet of parent company Unit: RMB Liabilities and Assets 2012-6-30 2011-12-31 2012-6-30 2011-12-31 owner’s equity Current assets: Current liabilities: Monetary fund 297,440,484.94 303,150,447.89 Short-term loan 1,764,000,000.00 1,880,824,953.89 Bill receivable - - Bill payable - - Account receivable 669,196,028.23 646,023,065.42 Account payable 335,410,278.82 145,440,717.47 Account paid in Account received in 678,132.22 489,676.70 14,586,000.00 14,586,000.00 advance advance Remuneration Interest receivable - - 18,448,463.31 16,426,938.52 payable Dividend receivable 654,140,866.58 654,140,866.58 Tax payable -414,918,391.88 -414,050,692.13 Other accounts 1,367,868,010.10 1,525,724,625.88 Interest payable 3,911,995.86 5,585,474.16 38 深圳南山热电股份有限公司 2012 年半年度报告全文 receivable Inventory 94,445,235.78 112,185,828.84 Dividend payable - - Long-term stock Other account investment due - - 782,527,252.78 1,064,365,847.79 payables within one year Long-term liabilities Other current assets - 205,000,000.00 - - due within one year Other current liabilities Total of current Total of current 3,083,768,757.85 3,446,714,511.31 2,503,965,598.89 2,713,179,239.70 assets liabilities Non-current Non-current assets: liabilities Long-term stock 737,297,849.76 536,797,849.76 Long-term loan - - investment Investment real Other non-current - - - - estate liabilities Total of non-current Fixed assets 300,756,949.83 327,435,225.16 - - liabilities Construction in 36,831,445.68 36,184,921.10 Total of liabilities 2,503,965,598.89 2,713,179,239.70 process Disposal of capital - - Owners’ equity - assets Intangible assets 9,954,013.57 10,658,977.27 Share capital 602,762,596.00 602,762,596.00 Long-term unamortized 70,816.76 95,810.84 Capital reserve 288,769,132.47 288,769,132.47 expenses Deferred income tax - - Reserve surplus 332,908,397.60 332,908,397.60 assets Other non-current - - Undistributed profit 440,274,108.49 420,267,929.67 assets Converted difference Total of non-current 1,084,911,075.60 911,172,784.13 in Foreign Currency - - assets Statements Total of shareholders’ 1,664,714,234.56 1,644,708,055.74 equity Total of liabilities and Total assets 4,168,679,833.45 4,357,887,295.44 4,168,679,833.45 4,357,887,295.44 shareholders’ equity Person in charge of the Company: CFO: 39 深圳南山热电股份有限公司 2012 年半年度报告全文 Person in charge of financial department: Check: Tabulator: Consolidated Profit Statement Unit: RMB Items Jan.-Jun. of 2012 Jan.-Jun. of 2011 I. Operation income 705,842,198.56 1,143,413,610.78 Less: operation cost 1,146,829,174.36 1,635,583,031.68 Operation tax and surcharge 3,279,859.65 3,850,355.62 Sales expense 510,156.84 396,202.63 Management expense 50,598,310.93 50,599,499.76 Accounting expense 101,300,639.07 89,911,857.60 Loss of assets impairment - - Plus: gain of fair value change - - Investment gain (loss) - -39,857,497.48 Among: gain (loss) of investment into affiliated and joint enterprises - -39,857,497.48 II. Operation profit (loss) -596,675,942.29 -676,784,833.99 Plus: Non-operation income 474,161,438.45 589,314,683.18 Less: Non-operation expense 37,764.81 297,324.48 Among: Loss from disposal of non-current assets 34,978.97 162,698.07 III. Total of profit -122,552,268.65 -87,767,475.29 Less: income tax expense 638,646.90 3,585,345.15 IV. Net profit -123,190,915.55 -91,352,820.44 Net profit attributable to shareholders of parent company -105,739,436.64 -84,855,867.31 Minority shareholders’ equity -17,451,478.91 -6,496,953.13 V. Earnings per share - - (I) Basic earnings per share -0.18 -0.14 (II) Diluted earnings per share Not applicable Not applicable VI. Other consolidated incomes - - VII. Total of consolidated incomes -123,190,915.55 -91,352,820.44 Total of consolidated incomes attributable to -105,739,436.64 -84,855,867.31 40 深圳南山热电股份有限公司 2012 年半年度报告全文 shareholders of the parent company Total of consolidated incomes attributable to minority shareholders -17,451,478.91 -6,496,953.13 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Profit Statement of Parent Company Unit: RMB Items Jan.-Jun. of 2012 Jan.-Jun. of 2011 I. Operation income 344,470,185.31 442,608,095.42 Less: operation cost 533,917,664.37 694,282,683.32 Operation tax and surcharge 2,633,234.63 1,772,393.29 Sales expense - - Management expense 23,592,854.98 19,283,461.96 Accounting expense 27,530,741.77 37,688,810.51 Loss of assets impairment - - Plus: gain of fair value change - - Investment gain (loss) - -39,857,497.48 Among: gain (loss) of investment into affiliated and joint enterprises - -39,857,497.48 III. Operation profit (loss) -243,204,310.44 -350,276,751.14 Plus: Non-operation income 263,213,275.10 282,577,058.44 Less: Non-operation expense 2,785.84 3,846.41 Among: Loss from disposal of non-current assets - - III. Total profit 20,006,178.82 -67,703,539.11 Less: Income tax expense - - IV. Net profit 20,006,178.82 -67,703,539.11 V. Earnings per share - (i) Basic earnings per share Not applicable Not applicable (ii) Diluted earnings per share Not applicable Not applicable VI. Other consolidated income - - 41 深圳南山热电股份有限公司 2012 年半年度报告全文 VII. Total of consolidated income 20,006,178.82 -67,703,539.11 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: Consolidated Cash Flow Statement Unit: RMB Jan.-Jun. of Jan.-Jun. of Items 2012 2011 I. Net cash flow from operation activities 1,021,997,589.7 1,418,009,918.5 Cash received from sales of products and supply of labor 6 8 Tax expense returns received - - Cash received and related to other operation activities 203,329,322.17 75,542,660.32 1,225,326,911.9 1,493,552,578.9 Subtotal of cash inflows from operation activities 3 0 1,002,227,845.1 1,321,170,701.3 Cash paid for purchase of goods and acceptance of labor 6 2 Cash paid to or for staff 52,746,098.27 56,866,969.06 Taxes paid 18,678,976.83 44,300,719.65 Cash paid and related to other operation activities 29,945,733.94 32,725,222.12 1,103,598,654.2 1,455,063,612.1 Subtotal of cash outflows from operation activities 0 5 Net cash flow from operation activities 121,728,257.73 38,488,966.75 II. Cash flow from investment activities Cash received from divestment 106,342,100.00 - Cash received from investment returns - - Net cash drawback from disposal of capital assets, intangible assets and other long-term - 4,344,000.00 assets Net cash received from disposal of subsidiaries or other business units - - 42 深圳南山热电股份有限公司 2012 年半年度报告全文 Other investment-related cash received - - Sub-total of cash inflows of investment activities 106,342,100.00 4,344,000.00 Cash paid for construction of fixed assets, intangible assets and other long-term assets 42,381,196.92 22,843,360.85 Cash paid for investment 8,000,000.00 47,881,000.00 Other investment-related cash payment - - Sub-total of cash outflows from investment activities 50,381,196.92 70,724,360.85 Net cash flow from investment activities 55,960,903.08 -66,380,360.85 III. Cash flow from financing activities Cash received from investment take-up 70,000,000.00 - 2,033,884,008.1 2,379,100,000.0 Cash received from obtaining borrowings 8 0 Cash received from other financing-related activities 62,536,060.00 - 2,166,420,068.1 2,379,100,000.0 Subtotal of cash inflow from financing activities 8 0 2,140,824,953.8 2,204,000,000.0 Cash paid for debts 9 0 Cash paid for dividend or profit distribution, or interest 124,133,714.29 109,011,750.54 Other funding-related cash payment 68,500,000.00 - 2,333,458,668.1 2,313,011,750.5 Subtotal of cash outflows from financing activities 8 4 Net cash flow from financing activities -167,038,600.00 66,088,249.46 IV. Influence of exchange rate fluctuation on cash and cash equivalents -52,165.48 -3,074.21 V. Net increase of cash and cash equivalents 10,598,395.33 38,193,781.15 Plus: Balance of cash and cash equivalents at Period-beginning 629,318,992.12 591,386,814.04 VI. Balance of cash and cash equivalents at Period-end 639,917,387.45 629,580,595.19 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 43 深圳南山热电股份有限公司 2012 年半年度报告全文 Cash Flow Statement of the Parent Company Unit: RMB Jan.-Jun. of Jan.-Jun. of Items 2012 2011 I. Cash flow from operation activities Cash received from sales of products and supply of labor 548,972,971.88 729,133,218.02 Tax expense returns received - - Cash received and related to other operation activities 897,063,509.61 299,082,095.79 1,446,036,481. 1,028,215,313. Subtotal of cash inflows from operation activities 49 81 Cash paid for purchase of goods and acceptance of labor 432,050,267.81 696,657,561.65 Cash paid to or for staff 29,498,600.19 32,276,567.86 Taxes paid 6,754,852.07 8,350,015.33 Cash paid and related to other operation activities 675,676,545.41 352,099,113.80 1,143,980,265. 1,089,383,258. Subtotal of cash outflows from operation activities 48 64 Net cash flow from operation activities 302,056,216.01 -61,167,944.83 II. Cash flow from investment activities Cash received from investment 106,342,100.00 - Cash received from investment returns - - Net cash drawback from disposal of capital assets, intangible assets and other long-term assets - - Cash received from relevant activities - - Sub-total of cash inflows of investment activities 106,342,100.00 - Cash paid for construction of fixed assets, intangible assets and other long-term assets 28,998,530.98 18,557,420.52 Cash paid for investment 200,500,000.00 56,841,000.00 Other investment-related cash payment - - Sub-total of cash outflows from investment activities 229,498,530.98 75,398,420.52 -123,156,430.9 Net cash flow from investment activities 8 -75,398,420.52 III. Cash flow from financing activities Cash received from investment take-up - - 1,024,000,000. 1,532,100,000. Cash received from obtaining borrowings 00 00 Cash received from other financing-related activities - - Subtotal of cash inflows from financing activities 1,024,000,000. 1,532,100,000. 44 深圳南山热电股份有限公司 2012 年半年度报告全文 00 00 1,140,824,953. 1,424,000,000. Cash paid for debts 89 00 Cash paid for dividend or profit distribution, or interest 67,784,593.22 71,322,473.33 Other funding-related cash payment - - 1,208,609,547. 1,495,322,473. Subtotal of cash outflows from financing activities 11 33 -184,609,547.1 Net cash flow from financing activities 1 36,777,526.67 IV. Influence of exchange rate fluctuation on cash and cash equivalents -200.87 -720.94 V. Net increase of cash and cash equivalents -5,709,962.95 -99,789,559.62 Plus: Balance of cash and cash equivalents at Period-beginning 303,150,447.89 269,369,131.18 VI. Balance of cash and cash equivalents at Period-end 297,440,484.94 169,579,571.56 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 45 深圳南山热电股份有限公司 2012 年半年度报告全文 Consolidated Statement of Changes in Owners’ Equity Unit: RMB Jan.-Jun. of 2012 Amount of 2011 Items Shareholders’ equity attributable to the parent company Minor Total of Shareholders’ equity attributable to the parent company Minor Total of Share Capital Surplus Retained shareholder shareholders’ Share Capital Surplus Retained shareholder shareholders’ capital reserves reserves profit s’ equity equity capital reserves reserves profit s’ equity equity I. Balance at 602,762,59 363,629,92 332,908,39 454,070,630 134,439,44 1,887,810,99 602,762,59 363,629,92 332,908,39 436,541,56 196,615,86 1,932,458,35 the end of 6.00 7.51 7.60 .72 1.22 3.05 6.00 7.51 7.60 7.35 2.35 0.81 last year Plus: Change of - - - - - - - - - - - - accounting policy II. Balance at the 602,762,59 363,629,92 332,908,39 454,070,630 134,439,44 1,887,810,99 602,762,59 363,629,92 332,908,39 436,541,56 196,615,86 1,932,458,35 beginning of 6.00 7.51 7.60 .72 1.22 3.05 6.00 7.51 7.60 7.35 2.35 0.81 current year III. Increase/decr -105,739,43 52,548,521. -53,190,915. 17,529,063. -62,176,421 -44,647,357. - - - - - - ease changed 6.64 09 55 37 .13 76 in Year -105,739,43 -17,451,478 -123,190,915 17,529,063. -8,497,451. - - - - - - 9,031,612.15 (i) Net profit 6.64 .91 .55 37 22 (ii) Other consolidated - - - - - - - - - - - - income Subtotal of -105,739,43 -17,451,478 -123,190,915 17,529,063. -8,497,451. the above (i) - - - - - - 9,031,612.15 6.64 .91 .55 37 22 and (ii) (III) Capital invested or 70,000,000. 70,000,000.0 - - - - - - - - - - reduced by 00 0 shareholders 1. Capital 70,000,000. 70,000,000.0 invested by - - - - - - - - - - 00 0 shareholders 46 深圳南山热电股份有限公司 2012 年半年度报告全文 2. Others - - - - - - - - - - - - (IV) Profit -53,678,969 -53,678,969. - - - - - - - - - - distribution .91 91 1. Dividend distribution -53,678,969 -53,678,969. - - - - - - - - - - to .91 91 shareholders 2. Others - - - - - - - - - - - - (V) Internal settlement and transfer - - - - - - - - - - - - of shareholders’ equity 1. Capital reserves - - - - - - - - - - - - transferred to share capital 2. Surplus reserves - - - - - - - - - - - - transferred to share capital IV. Balance 602,762,59 363,629,92 332,908,39 348,331,194 186,987,96 1,834,620,07 602,762,59 363,629,92 332,908,39 454,070,63 134,439,44 1,887,810,99 of end of this 6.00 7.51 7.60 .08 2.31 7.50 6.00 7.51 7.60 0.72 1.22 3.05 year Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 47 深圳南山热电股份有限公司 2012 年半年度报告全文 Statement of Changes in Owners’ Equity (Parent Company) Unit: RMB Jan.-Jun. of 2012 Amount of 2011 Items Total of Total of Capital Surplus Retained Capital Surplus Retained Share capital shareholders’ Share capital shareholders’ reserves reserves profit reserves reserves profit equity equity I. Balance at the 602,762,596.0 288,769,132.4 332,908,397.6 420,267,929.6 1,644,708,055.7 602,762,596.0 288,769,132.4 332,908,397.6 234,504,714.5 1,458,944,840.6 end of last year 0 7 0 7 4 0 7 0 4 1 Plus: Change of accounting policy - - - - - - - - - - II. Balance at the beginning of 602,762,596.0 288,769,132.4 332,908,397.6 420,267,929.6 1,644,708,055.7 602,762,596.0 288,769,132.4 332,908,397.6 234,504,714.5 1,458,944,840.6 current year 0 7 0 7 4 0 7 0 4 1 III. Increase/decreas e changed in 185,763,215.1 Year - - - 20,006,178.82 20,006,178.82 - - - 3 185,763,215.13 185,763,215.1 (i) Net profit - - - 20,006,178.82 20,006,178.82 - - - 3 185,763,215.13 (ii) Other consolidated income - - - - - - - - - - Subtotal of the above (i) 185,763,215.1 and (ii) - - - 20,006,178.82 20,006,178.82 - - - 3 185,763,215.13 (III) Capital invested or reduced by shareholders - - - - - - - - - - 1. Capital invested by shareholders - - - - - - - - - - 2. Others - - - - - - - - - - (IV) Profit - - - - - - - - - - 48 深圳南山热电股份有限公司 2012 年半年度报告全文 distribution 1.Withdrawl of surplus reserves - - - - - - - - - - 2. Others - - - - - - - - - - (V) Internal settlement and transfer of shareholders’ equity - - - - - - - - - - 1. Capital reserves transferred to share capital - - - - - - - - - - 2. Surplus reserves transferred to share capital - - - - - - - - - - IV. Balance of 602,762,596.0 288,769,132.4 332,908,397.6 440,274,108.4 1,664,714,234.5 602,762,596.0 288,769,132.4 332,908,397.6 420,267,929.6 1,644,708,055.7 end of this year 0 7 0 9 6 0 7 0 7 4 Person in charge of the Company: CFO: Person in charge of financial department: Check: Tabulator: 49 II. Annotations of the financial statements (I.) Company Profile Shenzhen Nanshan Power Co., Ltd (hereinafter called as “Company”) was reorganized to be a joint-stock enterprise from a foreign investment enterprise in 1993, upon the approval of General Office of Shenzhen Municipal Government with Document Shen Fu Ban Fu No.897 in 1993. When transformed, the Company’s total capital was 103,000,000 Yuan with paper value per share 1 Yuan. After approved by Document Shen Zhu Ban Fu No. 179 in 1993 issued by Shenzhen Securities Regulatory Office, the Company offered 40,000,000 RMB common shares and 37,000,000 foreign exchange shares listed in China respectively to domestic and overseas investors, which were listed in Shenzhen Securities Exchange respectively on Jul 1, 1994 and Nov 28, 1994. After the offering, the Company’s total capital increased to 180,000,000 Yuan. After several later dividend distributions and stock allotments, the Company’s capital increased to 602,762,596 Yuan on June 30, 2011. Headquarter of the Company located in Shenzhen Guangdong Province. The Company together with its subsidiaries (hereafter referred as the Company) is mainly engaged in businesses as production of power and heat , plant constructional, oil trader, property developmental, construction technology consultation and sludge drying. No controlling shareholder and actual controller exist in the Company, Shenzhen Energy Corporation (hereafter referred as the Energy Group) is the first largest shareholder of the Company. (II) Preparation basis of Financial Statements 1.Preparation basis of Financial Statements The Company executes the Accounting Standard for Business Enterprises issued by MOF on February 15, 2006. Moreover, the Company disclosed relevant financial information complied with the Preparation Rules on Information Revelation for the Company with Securities Public Offering No. 15 – General Rules of Financial Report (Revised 2010) Continued operation As of 30 June 2012, the total current liabilities of the Company exceeded the total current assets with RMB465, 093,090.4. meanwhile, as set out in note 7 Contingent events, as of the date for approving issue of this financial statement, the Company hasn’t concluded unanimous agreements with Jierun(Singapore) Private Ltd (hereinafter referred to as Jierun) in connection with the liabilities and compensation upon the termination of option contract. There is possibility to solve the dispute by both parties through justice channel. Since the unutilized banking facilities of the Group amounted to RMB1, 070,322,657.14 which was available to satisfy the Group’s capital requirements, and also since the Company believed that the matters set out in note 7 Contingent events would not result in material cash outflow in the first half of 2012 for the Group, the Company prepared this financial statement assuming a continued operation. Book keeping basis and pricing principle 50 The Company takes the accrual system as the bookkeeping basis of accounting auditory. In addition to some financial instruments of fair value measurement, the Financial Statements are measured on the basis of historic cost. As for the assets impairment, available is the corresponding impairment provision accrued in line with the relevant rules. 2.Declaration of obedience to corporate accounting principles The Financial Statements are up to requirements of corporate accounting principles, and also a true and thorough reflection to the Company together with its financial information as consolidated financial position on 30th June 2012, and the Company together with its consolidated operation results, and consolidated cash flow in the first half of 2012. 3.Accounting period The Group’s accounting year is Gregorian calendar year, namely from 1st January to 31st December. 4.Bookkeeping standard currency RMB is the currency in the Group’s main business economic environment and the bookkeeping standard one, which is adopted in preparation of the financial statements. 5.Accounting methods for consolidation of enterprises under the same control or otherwise The combination was divided into enterprise consolidation under the same control and the one not under the same control 5.1 Consolidation of enterprises under the same control The enterprises involved in the consolidation are all under the final control of one party or parties and the control is not temporary. That is the corporate consolidation under the common control. The difference between the book value of the net assets and the consideration value with total book value of stock is used for reserve adjustment while it is used for retained earnings adjustment as not sufficient for eat up part of reserve. Directly related expenses for corporate combination are reckoned into the current loss/gain 5.2 Consolidation of enterprises not under the same control and goodwill The enterprises involved in the consolidation are ones not under the same final control of the common party or parties before and after the consolidation. That is the corporate consolidation under the different control. The consolidation cost is assets paid for and the liabilities responsible for the obtaining of the control right from the purchased party, together with the fair value of the equity instruments offered. For merger under different control done through multiple trades by step, the merger cost is the sum of consideration paid at purchased day and the fair value of equity of bought party before purchasing on purchased date. For equity of bought party held before purchasing, re-measured by fair value on purchased date, and the difference of fair value and its book value should reckoned into current investment income; For equity of bought party held before purchasing but with other consolidation income involved, the other consolidation income related to them should transferred into current investment income at purchased date. 51 Measured on fair value on the purchase day are the recognizable assets, liabilities or the contingent liabilities obtained in the consolidation and recognized as qualified. Measured by fair value is consolidation cost and recognized assets of the purchaser. The plus difference between fair values of the consolidation cost and the recognized net assets is recognized as business fame in form of an item of assets and calculated initially by cost while as for the minus one, firstly the measurements of consolidated cost and fair value of the recognizable assets, liabilities or contingent liabilities was checked, and the consolidated cost which was checked and less than the fair value of the net assets obtained from the purchased party is reckoned into current loss/gain. Goodwill formed by enterprise consolidation will list independently in consolidation financial statement and measure by the cost after accumulated impairment provision dectucted. Impairment test on goodwill should verify at end of the every year at least. The test is taken in accordance with the relevant assets group or portfolio of groups. Namely, the book value of the fame is diluted reasonably into the relevant group from the purchase day; the assets loss is recognized if the sum receivable of the assets group or the portfolio of the diluted business fame is lower than the book value. The impairment loss abates the book value of the business fame diluted into the group or the portfolio firstly and then abates book value of other assets proportionally according to the proportion of the book value of other assets. The recoverable sum is the higher one between the net of assets fair value less disposal expenses and the current value of the future cash flow. The assets fair value is determined by the sales agreement price in the fair trade. As for the assets not in the sales agreement but in the active market, their fair value is determined by the offering price of the purchaser; as for the assets neither in the agreement nor in the active market, their fair value is based on the best information receivable. The disposal expenses are composed of the law expense, relevant tax, cartage, and the actual direct expenses enable the assets to be available. The assets current value of future cash flow is determined according to the future expected cash flow in the continual use and the final disposal and the appropriate discount rate. Goodwill impairment will be included in current loss and gains and not be written back in subsequent fiscal periods as soon as it was recognized. 6. Preparation methods for corporate consolidated statements The scope is determined on the basis of control. The control is right to decide another enterprise’s accounting and operation policies and obtain the interest according to the latter enterprise’s operation. For subsidiaries being disposed, their business result and cash flow before the disposal day (losing power of control day) have been appropriately demonstrated in the consolidated income statement and cash flow statement. Subsidiaries added as merger of enterprises under different control, their operation results and cash flow from the beginning of purchasing day (gaining power of control day) have been appropriately demonstrated in the consolidated income statement and consolidated cash flow statement. And the comparison amount and period-begin amount in the consolidated financial statement shall not be adjusted. 52 Subsidiaries added as merger of enterprises under common control, their operation results and cash flow from the beginning of current term to the merger day have been appropriately demonstrated in the consolidated profit statement and consolidated cash flow statement. The subsidiaries’ main accounting policies and period are determined by the Company’s uniform ones. All substantive accounts o transactions between the Company and its subsidiaries or among the subsidiaries are balanced out in consolidation. The amount not attributable to the parent company is the minority shareholders’ equity and is listed in the consolidated balance sheet as minority shareholders’ equity. The amount attributable to minority shareholders’ equity of current net loss/gains of subsidiaries is listed in the net profit item of consolidated profit as minority shareholders’ equity. When the share of losses attributable to the minor shareholders has exceeded their shares in the owners’ equity at the beginning of term attributable to minority shareholders in the subsidiary, the balance shall offset the minor shareholders’ equity. Concerning the purchasing of minority shareholders’ equity from subsidiary or the transaction of partial equity investment disposal without control rights loss in the subsidiary, calculated them as equity transaction. And reflect relevant equity changes in the subsidiary for adjusting the owners’ equity attributable to parent company and book value of minority shareholders’ equity. Difference between the adjusted amount on minority equity and fair value of consideration received/paid will adjust as capital reserve, adjusted as income retained while capital reserve fail for off-setting. For control rights loss in original subsidiary for partial equity investment disposal or other reasons, the remained equity should re-measured based on the fair value at date of control losses. The difference between the net assets of original subsidiary share by proportion held that sustainable calculated since purchased date and sum of consideration obtained by equity disposal and fair value of remain equity, reckoned into the current investment income of control rights loss. The other consolidation income related to original subsidiary’s equity investment will transfer to current investment income while control rights loss. 7. Determination criteria of cash equivalent in cash flow statements Cash is the corporate storage cash and deposits available for payment anytime. Cash equivalents are investment of short-term, strong mobility and easy transfer to known sum cash, and slight risk of value vibration. 8. Foreign currency exchange The current rate of the trading day is adopted in the initial recognition of the foreign exchange. Foreign monetary items are converted at the current rate on the assets/liabilities statements’ day, for the exchange difference due to inconsistency of the current exchange rate on that day and in the initial recognition or on the last balance sheet day, in addition to: (1) the foreign specific borrowing difference up to the capitalization conditions reckoned into the relevant assets cost via capitalization; (2) difference of the hedging instruments for avoidance of the foreign exchange risk handled by the hedging accounting methods; (3) difference of the non-monetary items and from the changes of the book value of financial assets in addition to the diluted cost all reckoned into the current loss/gain. 53 Non-monetary items measured in historical cost are still measured by sum on the bookkeeping standard currency at the current exchange rate. The items measured by the fair value are converted at the current rate on the fair value recognition day. The difference is dealt as the fair value change and reckoned into the current loss/gain or recognized as the other consolidated income and reckoned into the reserve. 9. Financial instruments Being party of the Contract of Financial Instruments, the Company recognized a financial assets or financial liabilities. At initial recognition, financial assets and financial liabilities are measured by fair value. Concerning the financial assets and financial liabilities that measured by fair value but with variation reckoned into current gains/loss, relevant transaction expense counted into gains/loss directly; for other category financial assets and financial liabilities, relevant transaction expense counted into initial recognization amount. 9.1 Recognition of fair value The fair value is sum for assets exchange or debts payment between the trading parties. As for instrument in active market, the fair value is adopted according to the quotation in the active market. As for the instruments not in the active market, the fair value is recognized by the estimation technology. The technology is composed of the price in the latest fair trade, fair value according to the fundamentally same instruments, cash flow discount and stock price-setting model. 9.2 Actual interest rate Actual interest rate is the method for calculation of amortized cost and interest income/expenditure of every period by actual interest rate of financial assets or financial liabilities (a set of financial assets or financial liabilities included). Discount the future cash flow of financial assets/liabilities that in predicted continuance or applicable shorter terms to the rate used in current book value of financial assets/liabilities consider as the actual interest rate. While calculating actual interest rate, the Company will predict the future cash flow ( without future credit loss consideration) on base of all contract clause of financial assets/liabilities consideration, take the vary expenses, belong to actual interest rate that paid/received between contract parties, transaction expenses& discount and premium as well as into consideration. 9.3 Classification, reorganization and measurement of financial assts On initial confirmation, the financial assets are divided into: financial assets measured by fair value and of which the changes are recognized to be current profit/loss, receivables, tradable financial assets and held-to-maturity investments. The financial assets are bought or sold by the regular way, and recognized or terminated to be recognized according to the trading day accounting. Financial assets of the Company refers to loans and account receivable Loan and the account receivable The assets are the un-derivative financial assets without quotation in the active market, steady or recognizable recoverable sum. The assets are composed of bill receivable, account receivable, receivable equity and other account receivable. 54 The actual interest rate and the diluted cost are adopted in the follow-up measurement of loan and account receivable. Gain or loss is reckoned into the current gain/loss upon the recognition termination, impairment or dilution. 9.4 Impairment of financial assets Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Company undertakes inspection on the book value of other financial assets at each balance sheet day, whenever practical evidence showing that impairment occurred with them, impairment provisions are provided. The practical evidence of impairment for financial assets refers to the items that has influence on the predicted future cash flow of financial assts, and the influences could measured reliable by the enterprise which were actually occurred after the initial recognition of financial assets. Objective evidence for impairment of financial assets is composed of the following events observable: (1) Sever financial difficulties of offering part or debtor; (2) Breach of the contract, as in payment of interest or principal or payment overdue; (3) Recession making for debtors by creditors inconsideration of economic or legal factors; (4) Probable bankruptcy or other financial restructuring of debtors; (5) Incapability of trading the financial assets in the market as the offering party’s substantive financial difficulties; (6) Incapability of recognize whether cash flow of certain assets decreases or not but the discovery after the general evaluation that as can be measured, the expected future cash flow surely decreases since the initial recognition, including: --Gradual worsening of the debtor’s solvency for the group financial assets --Incidences of the probable chance to cause the group financial assets unable to be paid in the debtors’ country or district; (7) Material unfavorable changes in the debtor’s operation environment of technology, market, economy and law; (8) Severe or permanent fall-down in fair value of equity instrument investment; (9) Other objective evidence to prove the impairment of the financial assets. - Loss of impairment of financial assets measured by diluted cost Loss of impairment of financial assets measured by diluted cost is written down into the present value of future expected cash flow (un-occurred future credit losses excluded) that converted by original actual interest rate of the financial assets. The written-down sum is recognized as the impairment loss and reckoned into the current loss/gain. After the recognition of impairment of the above assets, if there is practical evidence to show that the asset has recovered, which is related to events following up the loss, the previous impairment loss is taken back. The book value of the assets transferred back into the impairment loss is not above the diluted cost supposedly un-accrued on the transfer day. The Company performs impairment test separately on individual financial assets with major amounts; for financial assets without major amounts, the Company performs impairment test separately or inclusively in a group of financial assets with similar characteristics of risks. Those financial assets (individual financial assets with or without major amounts) tested separately with no impairment found shall be tested again along with the group of financial assets with similar risk 55 characteristics. Financial assets confirmed for impairment individually shall not be tested along with the group of financial assets with similar risk characteristics. 9.5 transfer of financial assets As for the financial assets up to the following conditions, the recognition termination is available: (1) Termination of the contract right to take the cash flow of the financial assets;(2) transferred to the transferring-in part nearly all risk and compensation;(3) all risk and compensation neither transferred nor retained, and with the give-up of the control over the financial assets. As for financial assets of almost all risk and compensation neither transferred nor retained, and without the give-up of the control over the financial assets, it was recognized according to the extension of the continual entry into the transferred financial assets and relevant liabilities are correspondingly recognized. The continual entry into the transferred financial assets is risk level which the enterprise faces up to due to the assets changes. As for the whole transfer of the financial assets up to the recognition termination conditions, the book value of the transferred assets, together with the difference between the consideration value and the accumulative total of the fair value change of the other consolidated income, is reckoned into the current gain/loss. As for the partial transfer of the financial assets up to the recognition termination conditions, the book value of the transferred assets is diluted on the relative fair value between the terminated part and the un-terminated part; and reckoned into the current loss/gain is the difference between the sum of the consideration value and the accumulative sum of the valuation change ought to be diluted into the recognition termination part but into the other consolidated income, and the above diluted book value, is reckoned into the current loss/gain. 9.6 Categorizing, recognition and measuring of financial liabilities Financial liabilities or equity instrument is recognized by the substance of financial instrument listed in contract and the definition of financial liabilities and equity instrument for the financial instruments issued by the Company. At initial recognition, financial liabilities are classified into financial liabilities measured by fair value with changes counted into current gains/losses and other financial liabilities. Financial liabilities of the Company refer to other financial liabilities. Other financial liabilities The follow-up measurement by the cost is taken on the derivative financial liabilities which is hooked with the stock instrument without the quotation in the active market and the reliable measurement, and settled by handing over the stock instrument. The follow-up measurement at the actuarial rate and by the diluted cost is taken on the other financial liabilities. 9.7 Termination recognition of financial liabilities Only is released the whole or part of the current duties, the termination of the liabilities or part of it is available. The Group (the creditor) signed the agreement with the debtor: the existing liabilities are replaced by the bearing of the new liabilities; and the contract terms are fundamentally 56 different of the new liabilities and the existing ones; the termination of the recognition of the existing ones is available; and the recognition of new ones is available. As for the whole or partial termination of the recognition of the liabilities, the difference between the book value of the part of recognition termination and the consideration value paid (including the non-cash assets transferred out or the liabilities newly beard) is reckoned into the current loss/gain. 9.8 Balance-out between the financial assets and liabilities As the Company has the legal right to balance out the financial liabilities by the net or liquidation of the financial assets, the balance-out sum between the financial assets and liabilities is listed in the balance sheet. In addition, the financial assets and liabilities are listed in the balance sheet without being balanced out. 9.9 Stock instrument The stock instrument is the contract to prove the holding of the surplus stock of the assets with the deduction of all liabilities in the Company. When issuing other stock instruments, the consideration value received in offering with the deduction of trading expense is used for increasing the shareholders’ equity. The Company’s all distribution (shares dividend excluded) to the holders of the stock instrument will decrease the shareholders’ equity. The Company does not recognize the fair value change sum of the stock instrument. 10. Account receivable 10.1 Accounts receivable with significant amount and single provision for bad debt Determination basis and The single account receivable above RMB 2 million is recognized amount standard of items as single substantive account receivable with single significant amount The Company takes the independent impairment test on the single Accrual methods of bad substantive account. As for the account receivable without the account preparation for impairment in the test, it is included in the account receivable single substantive account portfolio of the similar credit risk characters for the impairment test. receivable As for the account receivable with the recognition of impairment loss, it is not included in the account receivable portfolio of the similar credit risk characters for the impairment test 10.2 providing of bad debt provisions on account receivable by combination Recognition basis of combination account receivable with individual minor The Company believed that the account receivable with individual minor amount amount and with individual major amount but and with individual major amount but without impairment found after separately without impairment found after separately testing has a lower credit risk. The Company withdrawal no bad debt provision testing unless evidence of major credit risk on certain account receivable been found. 10.3 account receivable with individual minor amount but withdrawal bed debt provision single 57 If there is evidence proving that the credit risk of certain Reasons for bad debt provision single account receivable is big, the bad debt provision for account receivable should be accrued individually. Methods for bad debt provision Specific Identification Method 11. Inventory 11.1 Categories of inventory The Company’s inventory mainly consists of fuels, raw materials and developing products in process. The inventory is measured initially by cost. The cost for developing products consists of the land transfer capital, supporting infrastructure expenditure, construction installation projects expenditure, the loan expense before the completion of the development projects and the other relevant expenses in the development. Other inventory cost consists of the purchase cost, process cost, and other expenditure enables the inventory to arrive at the present place and the sate to occur. 11.2 Valuation method of inventory delivered The actual cost of the property development products delivered is recognized by the individual valuation method. The actual cost of other inventories delivered is recognized by the weighted average method. 11.3 Recognition basis of net realizable value of inventory, and accrual methods of preparation for inventory depreciation On the balance sheet day, the inventory is measured by the lower one between the cost and the net realizable value. As the net realizable value is lower than the cost, the inventory depreciation provision is accrued. The net realizable value is balance of the estimated sale price less the estimated forthcoming cost upon the completion, the estimated sale expense, and the relevant tax in the daily activities. Upon the recognition of net realizable value of the inventory, the concrete evidence is based on and the purpose of holding the inventory and the influence of events after the balance sheet day are considered. As for the inventory of large sum and lower price, the inventory depreciation provision is accrued by the inventory categories. As for the inventory related to the product series produced and sold in the same district, of the same or similar final use or purpose and impossible to be separated from the other items, the provision is consolidated and accrued. The provision for other inventory is accrued by the difference between the cost and net realizable value. Upon the accrual of the inventory depreciation provision, if the previous influence factors on the inventory deduction disappeared, which resulted in the net realizable value being higher than its book value; the accrual is transferred back within the previous accrual of the provision and reckoned into the current gain/loss. 11.4 Inventory system The inventory system is perpetual inventory system. 58 12. Long-term equity investment 12.1 Recognition of investment cost For the long-term equity investment formed by corporate merger, if it is the long-term equity investment obtained from the corporate merger under the same control, the share of book value of owner's equity on the merger date shall be taken as the investment cost. The merger cost of long-term equity investment obtained through the corporate merger under different control shall be taken as the investment cost of long-term equity investment. Concerning the corporate merger under different control with many transactions, the long-term equity investment cost refers to the total amount of book value of equity investment on purchase held before the purchased day and newly added investment cost in purchased day. The other equity investment besides the long-term equity investment formed by corporate merger shall conduct initial measurement according to its cost. 12.2 Follow-up measurement and gain/loss recognition 12.2.1. Long-term equity investment checked by the cost As for the long-term equity investment without the common control over or significant influence on the invested units, the quotation in the active market and a reliable measurement of the fair value, it is measured by the cost. In addition, long-term equity investment to subsidiary of the Company adopted the cost method for calculation in financial statement. Subsidiary refers to the invested units that control by the Company. Upon the cost check, the investment is valuated on the initial cost. In addition to the actual prices or the announced but yet undistributed cash dividend or profit in consideration valuation, the current investment return is recognized by the announced cash dividend or profit by the invested units. 12.2.2. Long-term equity investment checked by the equity Investment to associated enterprise and joint ventures by the Company adopted equity method for calculation. Associated enterprise refers to the invested units that the Company has significant influence on it while joint venture refers to the invested units that controlled by the Company and other investors together. When equity basis is adopted, if the initial cost of the long-term equity investment is greater than the share of fair value of the receiver’s recognizable net asset, the initial investment cost of the long-term equity investment will not be adjusted; if the initial cost of the long-term equity investment is less than the share of fair value of the receiver’s recognizable net asset, the balance shall be counted into current income account, and the cost of long-term equity investment shall be adjusted. When equity basis is adopted, investment gain/loss of the current term is the share of net gains or losses of the investment receiver of the current year. Recognition of the share of net gains or losses of the investment receiver shall be on the basis of fair value of recognizable asset of the receiver when the investment was made, and recognized after adjustment on the net profit of the receiver in accordance with the Company’s accounting policies and accounting period. For the gain/loss due to unrealised internal trade between the Company and co-operations, the share of the Company in this gain/loss shall be neutralized, and investment gains shall be recognized upon them. But the 59 losses from unrealised trade between the Company and investment receivers which are regarded as losses from asset transferring shall not be neutralized. Change of equities of the investment receiver other than net gains or losses shall be counted into shareholders’ equity, and the book value of long-term equity investment shall be adjusted correspondingly and recognized as other miscellaneous income and recorded in capital reserves. Recognition of the share of net loss by the investment receiver shall be limited to when the book value of long-term equity investment and other long-term equity forms substantial net investment has been reduced to zero. Beside, if the Company is responsible for other losses of the investment receiver, predicted liability shall be recognized upon the prediction of responsibilities and recorded into current investment loss account. If the receiver realized net profit in the period thereafter, the share of gains is recovered after making up of share of losses which has not been recognized. 12.2.3 Disposal of long-term equity investment While disposal of long-term equity investment, the difference between the book value and actual price received shall be accounted into current gains/losses. For long-term equity investment accounted on equity basis, the part originally accounted into shareholders’ equity is carried over to current gains/losses at corresponding rate when disposed. 12.3 Recognition standards the common control over and significant influence on the invested units Controlling power means the power over the firm’s financial and operational decision-making, and can obtain profit from the operation of such firm. Mutual control means the controlling power on particular activity hold together with others against particular contract, and shall only take effect when all of the investment parties have collective affirmative opinions on the major financial or operational issues. Significant influence means the power to participate in decision-making but cannot control or collectively control the same. At considering of substantial control or significant influence of a firm, the potential voting right factors such as current convertible bonds or executable subscription options have been considered. 12.4 Impairment testing and basis of impairment provision Impairment testing is performed on the long-term equity investment at each balance sheet date. In case of there is evidence showing impairment has occurred, the recoverable amount shall be assessed. If the recoverable amount is lower than the book value, the impairment provision shall be provided at the difference and accounted into current income account. Once the impairment loss of a long-term equity investment is recognized, it shall not be written back in subsequent fiscal periods. 13. Investment real estate Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both, including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation, the rented buildings. Investment real estate is measured according to the initial cost. The follow-up expenses that are related to investment real estate, if the economic interests related to the assets are is likely to inflow cost and its costs can be reliably measured, shall be included in the cost of investment real estate. The other follow-up expense shall be included in the current gains/losses. 60 The Company adopts the cost model to have follow-up measurements of the investment real estate, and to conduct depreciation or amortization according to the policies that are in consistent with the land use rights. Impairment testing is performed on investment real estate at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current gains/losses. Once impairment of investment real estate was recognized, it will not be written back in the subsequent fiscal periods. The difference of the income from the sale, transfer, dispose of the investment real estate deducting the book value and relevant taxes shall be included in the gains and losses of the current period. 14. Fixed assets 14.1 Recognition conditions for the fixed assets Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one fiscal year of service life. The fixed assets recognized on the condition of economy benefit probably in-flow into the Company and the cost should measured reliably only. Initial measurement shall be conducted on fixed assets according to the actual cost when obtain them and also considering the expected costs for disposal. Concerning the follow-up expenses related to fixed assets, if the relevant economy benefit of fixed assets probably in-flow into the Company and can be measured reliably, reckoned into cost of fixed assets and terminated the recognition of the book value of the parts that been replaced. Others follow-up expenses should reckoned into current gains/losses while occurred. 14.2 Depreciation of various fixed assets From the next month since reaching the intended use state, depreciations on fixed assets shall be accounted by using the method of average life length except the steam turbine generating unit that accounted by withdrawal the working volume method. Life expectancy, expected net impairment value and annual depreciation rate of all assets are as follows: Life Salvage value Annual depreciation Item expectancy rate rate Houses and buildings 20-40 years 10% 2.25%-4.50% Equipment (fuel machinery group 10-20 years 5%-10% 4.5%-9% excluded) Equipment--fuel machinery group The work quantity 10% (note) method 61 Transportation tools 5-12 years 10% 7.5%-18% Other equipment 5-8 years 10% 11.25%-18% Estimated salvage value refers to the amount of value retrieved after deducting of predicted disposal expense when the expected using life of a fixed asset has expired and in the expected state of termination. 14.3 Impairment test on fixed asset and providing of impairment provision Impairment testing is performed on fixed asset at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current gains/losses. Once fixed asset impairment is recognized, it shall not be written back in subsequent fiscal periods. 14.4 Other remarks The Company rechecks, at least at the end of each year, the useful life, estimated net residual value, and total hours of power generation of gas turbine generator units and depreciation method of fixed assets. In case of any change to the above said items, it will be treated as change of accounting estimate Terminated the recognition of fixed assts that in the status of disposal or pass through the predicted usage or without any economy benefits arising from disposal. Income from treatment of fixed asset disposing, transferring, discarding or damage, the balance after deducting of book value and relative taxes is recorded into current income account. 15. Construction-in-progress Cost of construction in process is determined at practical construction expenditures, including all expenses during the construction, capitalized loan expenses before the construction reaches useful status, and other relative expenses. No depreciation accrued on construction in progress. It is transferred to fixed asset as soon as the construction reaches the useful status. Impairment testing is performed on construction in process at each balance sheet day by the Company. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current gains/losses. Once impairment of construction in progress impairment is recognized, it shall not be written back in subsequent fiscal periods. 16. Borrowing expenses 62 Borrowing expenses that can be directly attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized when the payment of asset and borrowing expenses have already occurred, and the purchasing or production activities in purpose of make the asset usable have started; Capitalizing will be terminated as soon as the asset that complying with capitalizing conditions has reached its usable or saleable status. The other borrowing expenses are recognized as expenses when occurred. Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings. 17. Intangible assets 17.1 Intangible assets Intangible assets including land-use right and software etc The intangible assets are subject to initial measurement at cost. Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they become useable to the end of expected useful life. The intangible assets with un-certain service life should not be amortized. The useful life and amortization method of intangible asset with limited useful life is rechecked at the end of the period. 17.2 Impairment test method of intangible assets & calculation method of depreciation reserve The Company checks, on every balance sheet date, whether the intangible asset with certain useful life shows evidence of possible depreciation. If any, its recoverable amount will be estimated. The recoverable amount of assets is estimated on the basis of individual asset. If it is difficult to estimate the recoverable amount of individual asset, the recoverable amount of asset group will be determined on the basis of the belonging asset group of the assets. If the recoverable amount of the assets is less than its book value, the assets depreciation reserve will be accrued according to their balance and counted in the current gains/losses. The intangible assets with uncertain service life and those not yet up to the serviceable condition are subject to impairment test annually whether there is evidence of depreciation. Once intangible asset impairment loss was recognized, shall not be written back in subsequent fiscal periods. 18. Long-term expenses to be amortized Long-term amortizable expenses are those already occurred and amortizable to the current term and successive terms for over one year. Long-term amortizable expenses are evenly amortized to the benefit period. 63 19. Predicted liabilities Responsibilities connected to contingent issues are the current liability undertaken by the Company and the liability has the probability of result in financial benefit outflow and the responsibility can be measured reliably for its value. At balance sheet day, with reference to the risks, uncertainty and periodic value of currency that connected to the contingent issues, the predicted liabilities are measured according to the best estimation on the payment to fulfill the current responsibility. If the monetary value has significant influence, than recognized the best estimation amount based on discount of predicted future cash flow. If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the compensated amount can be definitely received, it is recognized separated as asset. The compensated amount shall not be greater than the book value of the predictive liability. 20. Recognition of income 20.1 Goods sales revenue When significant risks and rewards of ownership of goods have been transferred to buyer, no continuous management right regularly related to ownership is retained, no effective control is conducted on goods sold, moreover, amount of income may be measured in a reliable way, relevant economic profit may have flown into enterprise and relevant incurred cost or to be incurred may be measured in a reliable way, implementation of goods sales revenue will be confirmed. As for the income arising from sales of real estate development products, sales contract shall be signed by vendor and purchaser and filed with the relevant state land authorities; if real estate development products are completed and reach the condition for its intended use, then products shall be examined and qualified by relevant competent authorities and filing process shall be completed also; sales income is recognized when purchaser pays the agreed purchase amount according to the payment terms of sales contract and obtains the occupation qualification as agreed in sales contract, namely vendor receives all the purchase amount or the right to receive all the purchase amount, which means the relevant economic benefit is able to flow into the Company in full. 20.2 Revenue from Providing Labor Service Under the condition of service providing business can be estimated in a reliable way, relevant economic benefit is likely to flow into enterprise, completion degree of business may be estimated in a reliable way and relevant incurred cost and to be incurred may be measured in a reliable way, the revenue from labor service providing recognized. Relevant service revenue may be confirmed by the Company as percentage-of-completion method on balance sheet date. Completion degree of service business will be determined as share of incurred service cost in estimated general cost. If result of service providing business can’t be estimated in a reliable way, service revenue should be confirmed as amount of incurred service cost expected to be compensated, where incurred service cost is taken as period charge. If no compensation is expected for incurred service cost, income won’t be confirmed. 64 21. Government grant Government subsidies are those monetary and/or non-monetary assets obtained from the government by free. Government subsidies are recognized when satisfied the attached qualification of government grant and receivable on hand. Those government grants of monetary assets are measured at the amount received or receivable. Non-monetary government grants are measured at fair value. If no fair value is available, nominal amount will be adopted. Government subsidies measured at nominal amount are accounted into current gains/losses directly. Asset-related government grants are recognized as deferred income and accounted into current gains/losses evenly upon their service life. Those income-related government grants used to neutralize relative expenses and losses of successive periods are recognized as deferred income and accounted into current income at the period when the expenses are recognized; those used to neutralize relative expenses and losses which have already occurred are accounted into current gains/losses directly. If confirmed government grant needs to be surrendered,for government grant with relevant balance of deferred income,book balance of relevant deferred income will be offset while remnant will be included in current profit and loss. On the contrary, for government grant without relevant deferred income, it will be directly in current gain and loss. 22 Deferred income tax asset/ deferred income tax liability Income tax expense includes current income tax and deferred income tax. 22.1 Current income tax On balance sheet date, current income tax liability (or asset) formed during and before current period will be measured as amount of income tax payable (or repayable) as specified by tax law. 22.2 Deferred income tax asset & deferred income tax liability For balance of book value of some asset/liability item and its tax base, or temporary difference derived from balance of book value and tax base of the item, which is not confirmed as asset or liability but tax base can be fixed as specified by tax law, deferred income tax asset & deferred income tax liability will be confirmed in balance sheet liability approach. Generally, all temporary difference shall be recognized as relevant deferred income tax. But concerning the deductable temporary difference, relevant deferred income tax asset may be confirmed subject to amount of taxable income which is likely to be acquired to deduct deductible loss and taxation decrease in the future. Furthermore, for taxable temporary difference, which is related to initial recognition for goodwill and asset or liability produced by transaction which neither is business combination nor affects accounting profit and taxable income (or deductible loss), relevant deferred income tax liability won’t be confirmed. For deductible loss and taxation decrease which can be carried over to following fiscal year, 65 relevant deferred income tax asset may be confirmed subject to amount of taxable income which is likely to be acquired to deduct deductible loss and taxation decrease in the future. The Company recognized deferred income tax liabilities arising from taxable temporary differences of investment related between the subsidiaries, associated enterprise and joint ventures, unless the Company control time of switch-back on temporary differences and the difference will not be switch-back probably in predicted future. For those deductible temporary differences related to investment with subsidiaries, associated enterprise and joint ventures, the Company have deferred income tax assets recognized on the condition of temporary differences might probably carry-back in predicted future and in the future, have the portability obtained taxable amount that should be deducted the deductible temporary differences. At the balance sheet day, those deferred income tax assets and income tax liabilities, according to the tax law, calculation will be on tax rate applicable to retrieving period of assets or clearing of liabilities. Other current income tax and deferred income tax or income reckoned into current gains/loss except the followed: the current income tax and deferred income tax related to the transition and event of other consolidation income or shareholders’ equity reckoned, counted into other consolidation income or shareholders’ equity together with the book value of goodwill adjusted of deferred income tax arising from enterprise merger. At the balance sheet day, verification will be performed on the book value of differed income tax assets. If it is not possible to obtain enough taxable income to neutralize the benefit of differed income tax assets, then the book value of the differed income tax assets shall be reduced. Whenever obtaining of taxable income became possible, the reduced amount shall be restored. When accounting with net amount is a stipulated rights, and tending to account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net amount after neutralization. When accounting of income tax asset and liabilities of current term with net amount is the stipulated rights, and the income tax asset and liabilities are related to the same subject recognized by the same taxation authority, or to the different subjects but within each period of writing back the differed income tax asset and liabilities with great importance, and tending to account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net amount after neutralization. 23. Operational leasing and financial leasing Finance lease is to virtually transfer all risks and rewards related to ownership of asset. Leases other than finance lease are operating leases. 23.1 Lease business with the Company as the rentee The rental is reckoned into the relevant assets cost or the current loss/gain in the linear way. The initial direct expenses are reckoned into the current gain/loss, or the actual rental into the current loss/gain. 66 23.2 Lease business with the Company as the rentor The rental is reckoned into the relevant assets cost or the current loss/gain in the linear way. The initial direct substantive expenses are capitalized and reckoned into the current gain/loss, or the actual rental into the current loss/gain. The initial direct small expenses are reckoned into the current actual gain/loss, or the actual rental into the current loss/gain. 24. Other Main Accounting Policies, Estimations and Preparation Method 24.1 Employee wages Except for the compensation for labor contract termination, the payable employee wages in the accounting period of service provided by employee of the Company were recognized as liabilities. The Company participates in social security system for employee set up by government department as specified, including basic pension insurance, medical insurance, and housing fund and other systems. Expenses involved will be included in relevant cost of asset and current profit and loss when actually incurred. The Company will sever labor relation with employee prior to expiration of labor contract, or encourage employee to voluntarily accept layoff and put forward suggestion on compensation. If we have formulated formal plan for severing labor relation or put forward voluntary layoff suggestion and plan to put into effect meanwhile the plan and suggestion can’t be withdrawn unilaterally, estimated liability produced by compensation for severing labor relation with employee will be confirmed and included in current profit and loss. 24.2 Debt restructures 24.2.1. Obligation of recording debt restructuring as debtor For debt liquidated with cash, balance between book value of debt to be restructured and amount of actual payment will be included in current gain and loss. On the contrary, for debt liquidated with non-cash asset, balance between book value of debt to be restructured and fair value of non-cash asset transferred will be included in current gain and loss. Balance between fair value of non-cash asset transferred and book value of debt to be restructured will be included in current gains and loss. When debt is transferred to capital, balance between book value of debt to be restructured and fair value of loaner’s share derived from disclaim will be included in current gains and loss. When other terms of debt are modified, fair value of debt after modification will be taken as entry value of restructured debt. Balance between book value of debt prior to restructuring and debt restructured will be included in current gain and loss. When combination of multiple modes is applied, book value of debt to be restructured will be offset by cash for payment, fair value of non-cash asset transferred and fair value of loaner’s share successively, then applicable method under modification mentioned above will be applied. 24.2.2. Obligation of recording debt restructuring as loaner 67 For debt liquidated with cash, balance between book balance of credit to be restructured and cash received will be included in current gain and loss. On the contrary, for debt liquidated with non-cash asset, balance between book balance of credit to be restructured and fair value of non-cash asset received will be included in current gain and loss. When debt is transferred to capital, balance between fair value of loaner’s share and book balance of credit to be restructured will be included in current gain and loss. When other terms of debt are modified, fair value of credit after modification will be taken as book value of credit to be restructured. Balance between book balance of debt prior to restructuring and book value of credit restructured will be included in current gain and loss. When combination of multiple modes is applied, book balance of credit to be restructured will be offset by cash received, fair value of] non-cash asset received and fair value of loaner’s share successively, applicable method under modification mentioned above will be applied. When depreciation reserve has been accrued in credit to be restructured, accrual depreciation reserve will be offset by balances above. Remnant after offset will be included in current gain and loss. 25. Major judgment made in adopting accounting policies and key assumption and Uncertainties adopted in accounting estimation When using the accounting policies discussed in note 2, the Group needs to made judgment, estimation and assumption for carrying value of certain items which cannot be measured adequately due to inherent uncertainty of economic activities. Such judgment, estimation and assumption are based on historical experiences of the Group’s management, together with consideration of other relevant factors. The actual results may be different from the Group’s estimation. The Group conducts regular re-review on the aforesaid judgment, estimation and assumption on a continued operation basis. If the change of accounting estimation only affect current period, the affected amount is recognized in the period when change occurs. If the change affects current and future periods both, the affected amount is recognized in the period when change occurs and future periods. - Key assumption and uncertainties adopted in accounting estimation As of the balance sheet date, the key assumptions and uncertainties that may result in material adjustments to carrying values of assets and liabilities of future periods mainly include: Fixed assets are provided for depreciation by output method The Group recognizes depreciation for unit electricity based on values of power generation machine sets, projected power sales volume and projected net remaining value, and provides for depreciation according to depreciation of unit electricity and actual power sales volume. Taking into account the prevailing industry policies, technologies, consumption, allocation method of power management authorities and past experiences, and the Group management believes that it is adequate for utilization life of such power generation machine sets, projected power sales volume, projected net remaining value and provision method for depreciation. If the future actual power sales volume differs substantially from the projected one, the Group would make adjustment to unit electricity depreciation, which would bring affects to the depreciation expenses included in profit and loss for the current and future periods. 68 The provisional estimated value of fixed assets As for the power generation machine sets and related buildings reaching the condition for intended use, due to the long construction period of power plant projects, high prices and long completion settlement time, they are accounted provisional based on project budget, project pricing or project actual costs before process of project completion settlement. And upon such settlement, the Company adjusts the original provisional value according to the actual costs. If provisional estimated values of power generation machine sets and related buildings differ materially from the actual costs, the Company may have to make corresponding adjustments to the values of fixed assets. (III) Taxes 1. Main taxation items and its tax rate Taxation items Calculation bases Tax rate Output tax calculated based on the 13% or 17% of VAT Balance of current output tax deducting current input tax the sales volume regulated by Tax Law Business tax Income of business 3% or 5% City VAT and business tax actually paid 5% or 7% maintenance tax Education VAT and business tax actually paid 3% surtax Local education VAT and business tax actually paid 2% surtax Enterprise income tax Taxable income 16.5% to 25% (Note) Value-added amount from transferring state-owned land Land VAT Four level progressive rates use right , landing construction and its affiliates Calculated by the original value of real estate deducting 1.2% for the remaining sum of real estate; 12% for Real estate tax 30%; rent income of the real estate the rent income of the real estate Land-use tax of Land occupation actually area RMB 4.00 per Square meter town Note1: Tax rate of the enterprise income tax for the Company and its subsidiaries are shown as follows: Tax rate of enterprise Name of the Company and its subsidiaries income tax 2012 2011 The Company 25% 24% New Power Company 25% 24% Shennan Power Gas Turbine Engineering Technique Co., Ltd. (“Engineering Co.,) 25% 24% Shenzhen Server Petrochemical Supplying Co., Ltd. (“Server Petrochemical Supplying”) 25% 24% Shennandian Environment Protection (“Environment Co.,”) 25% 25% Zhongshan Power Company 25% 24% Weimei Power Company 25% 24% SHENNAN ENERGY (SINGAPORE) PTE LTD (“Shennan Singapore”) 20% 20% Zhongshan Shenzhong Real Estate Development Co., Ltd. (“Shenzhong Development Co.,”) 25% 25% 69 Zhongshan Shenzhong Real Estate Investment Property Co., Ltd. (“Shenzhong Property Investment”) 25% 25% Huidong Xiefu Harbor Comprehensive Development Co., Ltd. (“Huidong Xiefu Co.,”) 25% 25% Huidong Harbor Development Co., Ltd. (“Huidong Harbor Co.,) 25% 25% HONG KONG SYNDISOME CO., LIMITED (“Syndisome Co., ) 16.5% 16.5% 2. Taxes preferential and approvals Name of the Relevant regulation and Approval Approval Exemption Period of Tax company policies basis institution documents range validity Enterprise Weimei Power Enterprise Income Tax Two years income tax Company Law of People’s Republic free-tax and of China and Notice of three years Transition Preferential half-taxes 2008.1.1~201 Inapplicable Inapplicable Policy on Enterprise on 2.12.31 Income Tax from State enterprise Council. (State income tax IssueNo.39 [2007]) since 2008. Enterprise Zhongshan Enterprise Income Tax Two years income tax Power Law of People’s Republic free-tax and Company of China and Notice of three years Transition Preferential half-taxes 2008.1.1~201 Inapplicable Inapplicable Policy on Enterprise on 2.12.31 Income Tax from State enterprise Council. (State income tax IssueNo.39 [2007]) since 2008. ” Notice of adjustment Environment and perfection on VAT free VAT protection resources comprehensive Inapplicable Inapplicable for sludge Inapplicable Company usage and labor VAT treatment policy”(CS No.115[2011]) ” Arrangement of avoidance of double-taxation and Levy prevention of tax free in income tax Enterprise Syndidome mainland China and Hong Inapplicable Inapplicable by 10% of Inapplicable income tax Company Kong Special total share Administrative interests Region”(GSH No. 884[2006]) 70 (IV) Enterprise merger and Consolidated Financial Statement Particular about subsidiaries 1. Subsidiaries obtained through establishment or investment Unit: RMB Conso Other item Proporti lidated Full name of Regist Busine balance of net Proportio on of Type of statem the er ss Register capital Business scope investment n shares voting subsidiaries Actual ent subsidiaries place nature towards held (%) right investment at Yes/N subsidiaries (%) period-end o Server Self-business of fuel and agent for N/A Yes Petrochemical Limited Shenz import-export Trading 53,300,000.00 26,650,000.00 50 50 Supplying Co., Liability hen (note) Jointed Power Technical development on N/A Yes New Power Shenz enterprise(H. generati 113,850,000.00 wasted-heat usage, power generation 113,850,000.00 100 100 Co., hen K-capital) on by wasted-heat and fuel power Zhongshan Jointed Power Fuel power and power generation by N/A Yes Zhong Power enterprise(H. generati 746,800,000.00 wasted-heat 597,440,000.00 80 80 shan Company K-capital) on technical consultation and relevant N/A Yes Enginee Jointed maintenance and inspection on Engineering Shenz ring enterprise(H. 10,000,000.00 running equipments for the union 13,520,000.00 100 100 Co., hen consult K-capital) cycle power station by fuel gas and ation steam Jointed Power Establishment and operation of N/A Yes Weimei Power Dongg enterprise(H. generati 35,040,000.00 美元 natural gas power station 208,102,049.76 70 70 Grid uan K-capital) on Jointed Sludge drying N/A Yes Environment Shenz Enginee enterprise(H. 79,000,000.00 79,000,000.00 100 100 Co., hen ring K-capital) Pier Establishment and operation of N/A Yes Huidong Xiefu Limited Huizhou operatio 8,620,000.00 comprehensive pier and its affiliated 6,465,001.00 84 84 Co., Liability n facilities Pier Establishment and operation of N/A Yes Huidong Limited Huizhou operatio 10,000,000.00 general cargo pier, oil product pier, oil 5,500,000.00 55 55 Harbor Co., Liability n depot and affiliated facilities 71 (2) Subsidiaries obtained through merger under no common control 单位:人民币元 Other item Type Full name of Regist Actually invested balance of net Proportion Proportion Consolidated of Business the er Register capital Business scope capital at investment shares held of voting statement subsid nature subsidiaries place year-end towards (%) right (%) Yes/No iaries subsidiaries Limite gas turbine and its Yes Shennan d Singap SGD 1,500,000.00 spares and fuel Trading 6,703,800.00 - 100 100 Singapore Co., Liabili ore agents ty real estate Yes Limite Real investment, property Shenzhong d Zhong estate management, sales of Development 177,800,000.00 - - 75 75 Liabili shan developm self-owned Co., ty ent commercial houses, rental and investment real estate Yes Limite Real investment, property Shenzhong d Zhong estate management, sales of Property 60,000,000.00 - - 75 75 Liabili shan developm self-owned Investment” ty ent commercial houses, rental and investment Limite import-export trading Yes Import-ex Syndisome Co., d Hong port HKD 200,000.00 217,807.27 - 100 100 (note ) Liabili Kong trading ty Note: On December 5, 2008, Shennan Singapore Company and ShenYe Investment and Management Co., Ltd signed the Share Transfer Agreement on the Purchase and Selling 2000 Shares of the Common Stock of HONGKONGSYNDISOMECO., LIMITED, (Hein after referred to as ShenYe Investment Company), Shennan Singapore Company is to transfer 100% stock right which it has of Syndisome Company to ShenYe Investment Company at the consideration of 393,885,100.00 Hong Kong dollar. According to this Transfer Agreement, ShenYe Investment Company should pay 1,000,000.00 Hong Kong dollars on the date of transfer agreement, and pay the remaining transfer money within the six months after the date. Up to the approval day of this financial statements, ShenYe Investment Company hasn’t yet paid 392,885,100.00 Hong Kong dollar of the remaining transfer money, so the Company still possess the actual control right over Syndisome Company, therefore will include it into the Consolidation scope of the Consolidation financial statements. 72 (V) Notes to Consolidated Financial Statement 1. Monetary capital Unit: RMB 2012-6-30 2011-12-31 Items Amount of foreign Exchange Amount of Amount of foreign Exchange Amount of currency Rate RMB currency Rate RMB Cash: RMB 152,821.47 1.0000 152,821.47 175,127.11 1.0000 175,127.11 HKD 82,656.91 0.8152 67,381.91 82,656.91 0.8107 67,009.95 USD 995.22 6.3249 6,294.67 995.22 6.3009 6,270.78 EUO 1,017.87 7.8710 8,011.65 1,017.87 8.1625 8,308.37 Bank savings: 630,665,828 618,132,096 RMB 630,665,828.57 1.0000 .57 618,132,096.26 1.0000 .26 HKD 825,453.22 0.8152 672,902.58 826,105.97 0.8107 669,724.11 7,249,492.5 12,406,234. USD 1,146,221.27 6.3249 8 1,968,962.94 6.3009 51 SGD 80,879.81 4.9690 401,891.78 98,879.81 4.8679 481,337.03 Other monetary capital (Note): 69,188,100. 63,144,299. RMB 69,188,100.53 1.0000 53 63,144,299.99 1.0000 99 USD 737.04 6.3249 4,661.70 737.04 6.3009 4,644.01 708,417,387 695,095,052 Total .45 .12 Note: among the above other monetary capital, there are totally 68,500,000 yuan guarantee margin and draft margin included (on 31 December 2011: RMB 62,536,060.00) 2. Account receivable (1) Account receivable classified according to types: Unit: RMB 2012-6-30 2011-12-31 Bad debt Book Balance provision Book Balance Bad debt provision Type Prop Prop Prop Amou ortio Amo ortio Amo ortio Amo Proportion nt n (%) unt n (%) unt n (%) unt (%) 3,474, 3,47 3,474 3,47 Account receivable with individual major amount 0.34 100.0 0.37 613.0 4,61 ,613. 4,61 100.00% and withdrawal bad debt provision independently % 0% % 6 3.06 06 3.06 Accounts receivable with minor amount and 1,017, 934,6 99.57 99.53 accounts receivable with major amount found no 077,8 - - 40,01 - % % - devaluation after individual devaluation test 22.79 9.03 946, 946, Account receivable with individual minor amount 946,9 0.09 100.0 946,9 0.10 915. 915. 100.00% but withdrawal bad debt provision independently 15.10 % 0% 15.10 % 10 10 1,021, 4,42 939,0 4,42 100.0 0.43 100.0 Total 499,3 1,52 61,54 1,52 0.47% 0% % 0% 50.95 8.16 7.19 8.16 - 73 - The Group recognized account receivable with over RMB 2 million (RMB 2 million included) as significant single amounts. Age analysis of account receivable: Unit: RMB 2012-6-30 2011-12-31 Age Proportion Bad debt Proportion Bad debt Amount (%) provision Book value Amount (%) provision Book value Within 1,016,941,9 1,016,941,9 934,298,76 934,298,76 99.55% - 99.49% - 1year 96.41 96.41 7.65 7.65 1 to 37,938.62 0.00% - 37,938.62 243,363.62 0.03% - 243,363.62 2years 2 to - 0.00% - - - - - - 3years Over 3 4,519,415.9 4,519,415. 0.44% 4,421,528.16 97,887.76 0.48% 4,421,528.16 97,887.76 years 2 92 1,021,499,3 1,017,077,8 939,061,54 934,640,01 100.00% 4,421,528.16 100.00% 4,421,528.16 Total 50.95 22.79 7.19 9.03 (2) Account receivable with individual minor amount but withdrawal bad debt provision independently at period-end: Unit: RMB Content of account Withdrawal amount of bad Withdrawal proportion receivable Balance of Book debt provision (%) Reasons Account of engineering Un-recover for 800,000.00 800,000.00 100% receivable overdue Amount of oil sales Un-recover for 146,915.10 146,915.10 100% receivable overdue Total 946,915.10 946,915.10 100% (3) There are no account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period. (4)Top 5 companies in account receivables Unit: RMB Relationship between the Proportion in total account Name of the company Company Amount Age receivable (%) Bureau of Finance of Shenzhen 639,518,407. Within 1 Government institution 62.61% Municipality 62 year 149,264,024. Within 1 Bureau of Finance of Zhongshan Government institution 14.61% 44 year 147,770,603. Within 1 Finance Bureau of Dongguan Government institution 14.47% 20 year Guangdong Power Grid 72,168,383.3 Within 1 Non-related client 7.06% Corporation 5 year Within 1 Shenzhen Water Bureau Government institution 6,455,727.60 0.63% year 1,015,177,14 Total 99.38% 6.21 3. Account paid in advance (1) Account paid in advance classified according to age: Unit: RMB - 74 - 2012-6-30 2011-12-31 Age Amount Proportion (%) Amount Proportion (%) Within 1year 81,176,671.50 99.73% 31,358,682.53 99.31% 1to 2years 0.00 0.00% 280.00 0.00% 2to 3years 74,311.98 0.09% 84,031.98 0.27% Over 3 years 143,402.71 0.18% 133,402.72 0.42% Total 81,394,386.19 100.00% 31,576,397.23 100.00% (2) Top 5 companies in account paid in advance: Unit: RMB Relationship between the Name of the company Amount Duration Reasons for unsettlement Company 53,554,839 Within Purchase amount paid in Shenzhen Dapeng LNG Sales Co., Ltd Non-related supplier .35 1year advance Ningbo Lvyuan LNG Development 13,671,454 Within Purchase amount paid in Co., Ltd. Non-related supplier .85 1year advance 11,271,529 Within Purchase amount paid in CNOOC Gas & Power Group Non-related supplier .40 1year advance Dongguan Huahui Fire Engineering Within Purchase amount paid in 543,600.00 Co., Ltd. Non-related supplier 1year advance Jiangxi Zhongdian Power Engineering Within Purchase amount paid in 355,200.00 Co., Ltd. Non-related supplier 1year advance 79,396,623 Total .60 (3)There are no account paid in advance of the shareholders who hold over 5 %( 5% included) voting rights in report period. (4) Account paid in advance classified according to clients: Unit: RMB Type 2012- 6-30 2011-12-31 Account paid in advance with individual major 78,497,823.60 25,710,536.31 amount Account paid in advance with minor individual amount but has major risks after combination of 56,008.00 133,402.72 risk profile Other minor account paid in advance 2,840,554.59 5,732,458.20 Total 81,394,386.19 31,576,397.23 The Group recognized account paid in advance with over RMB 2 million (RMB 2 million included) as significant single amounts. Account paid in advance with minor individual amount but has major risks after combination of risk profile refers to account paid in advance with single minor amount but has over 3 years in book age 4. Other account receivable - 75 - (1) Other account receivable classified according to type: Unit: RMB 2012-6-30 2011-12-31 Bad debt Bad debt Book amount provision Book amount provision Type Propo Propo Propo Propo Amo rtion Amo rtion Amou rtion Amo rtion unt (%) unt (%) nt (%) unt (%) 26,23 26,23 26,23 26,23 Account receivable with individual major amount and 48.98 100.0 100.0 7,404 7,404 7,404. 17% 7,404 withdrawal bad debt provision independently % 0% 0% .46 .46 46 .46 Accounts receivable with minor amount and accounts 19,43 122,1 36.27 receivable with major amount found no devaluation after 0,302 - - 08,19 78% - - % individual devaluation test .70 6.73 7,904 5,412 7,904, 5,412 Account receivable with individual minor amount but 14.75 68.48 68.48 ,555. ,909. 555.6 5% ,909. withdrawal bad debt provision independently % % % 63 64 3 64 53,57 31,65 156,2 31,65 100.0 59.08 20.26 Total 2,262 0,314 50,15 100% 0,314 0% % % .79 .10 6.82 .10 The Group recognized other account receivable with over RMB 2 million (RMB 2 million included) as significant single amounts. Other account receivable classified according to age: Unit: RMB 2012-6-30 2011-12-31 Age Proportion Bad debt Book Proportion Bad debt Amount (%) provision value Amount (%) provision Book value Within 8,895,078. 8,895,078. 111,572,97 111,572,97 16.60% - 71.41% - 1year 03 03 2.06 2.06 1to 2 11,164,37 11,154,37 11,164,372. 11,154,372. 20.84% 10,000.00 7.15% 10,000.00 years 2.30 2.30 30 30 2to 3 1,672,519. 1,498,995. 1,672,519.6 1,498,995.5 3.12% 173,524.12 1.07% 173,524.12 years 64 52 4 2 Over 31,840,29 373,502.8 31,840,292. 59.43% 31,466,789.98 20.38% 31,466,789.98 373,502.84 3years 2.82 4 82 53,572,26 21,921,94 156,250,15 124,599,84 100.00% 31,650,314.10 100.00% 31,650,314.10 Total 2.79 8.69 6.82 2.72 (2) Period-end account receivable with individual minor amount but withdrawal bad debt provision independently: Unit: RMB Content of other Withdrawal amount of bad Withdrawal account receivable Book balance debt provision proportion (%) Reasons Unrecover for those which Deposit receivable 3,278,632.28 1,404,953.09 42.85% was overdue Dormitory amount Unrecover for those which 2,083,698.16 1,736,004.16 83.31% receivable was overdue Goods trust for sales 1,496,448.19 1,496,448.19 100.00% Unrecover for overdue Unrecover for those which Other 1,045,777.00 775,504.20 74.16% was overdue Total 7,904,555.63 5,412,909.64 68.48% - 76 - (3) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period. (4) Top 5 companies in other account receivable Unit: RMB Relationship between the Proportion in total other account Name of the company Amount Duration Company receivable (%) 14,311,62 Over 3 Project cooperation party 26.71% Huiyang Kangtai Industrial Co., 6.70 years 10,032,00 Shenzhen Dapeng LNG Sales Co., Ltd Non-related supplier 1-2yeras 18.73% 0.00 Shenzhen Nanshan Investment 5,895,738 Over 3 Note 2 11.01% Management Company .00 years JINAN POWER EQUIPMENT 3,560,000 Over 3 Non-related clients 6.65% FACTORY .00 years 2,470,039 Over 3 Income tax advance for another Inapplicable 4.61% .76 years 36,269,40 Total 67.70% 4.46 Note 1: Represented the project development amounts paid by the Company for the joint development of Dashihu project, south river, Huizhou with Huiyang Kangtai Industry Company in 1993. Note 2: Pursuant to the Notice on Adjusting the State-owned Equity Ownership of Shenzhen Nanshan Power Co., Ltd. (SFB No.32 (1994)), Nanshan Electrical Industry Development Company transferred 23.47% shares in the Company held by it to Shenzhen Nanshan Investment Management Company in 1994. Pursuant to the Notice on Adjusting the State-owned Equity Ownership of Shenzhen Nanshan Power Co., Ltd. (SNT No.19 (1995)), Shenzhen Nanshan Investment Management Company transferred the aforesaid shares to Nanshan Electrical Industry Development Company again. Considering the account was not projected to recover, the Company provided for bad debt reserve in full in previous year. 5. Inventory Classification of inventory Unit: RMB 2012-6-30 2011-12-31 Projects Depreciation Depreciation Book balance provision Book value Book balance provision Book value Fuels 26,705,540.37 9,299,403.20 17,406,137.17 33,903,196.77 9,299,403.20 24,603,793.57 Raw materials 133,348,583.86 23,275,444.95 110,073,138.91 147,714,930.63 23,275,444.95 124,439,485.68 Land Space Needed to 1,179,416,810.27 45,603,631.85 1,133,813,178.42 1,154,755,949.85 45,603,631.85 1,109,152,318.00 Development Total 1,339,470,934.50 78,178,480.00 1,261,292,454.50 1,336,374,077.25 78,178,480.00 1,258,195,597.25 In the balance of inventory at period-end, amount for loan pledge totally to RMB 255,316,179.93 (as at 31 December 2011: RMB 252,782,341.45). More details found in Note (V)-22 - 77 - In the balance of inventory at period-end, the capitalizing loan expenses amounting to RMB 193,026,066.06 (as at 31 December 2011: RMB 168,902,319.91). The capitalizing loan expense of this year was RMB 24,123,746.15 and the capitalizing rate was 6.63%. - 78 - 6. Long-term equity investment Details of long-term equity investment: Unit: RMB Explanation on the Proportion Proportion incongruity of share of voting in share Impairment Cash Initial Balance dated Invested Calculation Balance dated holding in rights in holding Impairment provision bonus investment 31 December Increase/decrease(+,-) company method 2011 30 June 2012 invested invested proportion provision of accruing this cost company company and voting this year year (%) (%) proportion in invested company Petrol-Chemical Cost 2,500,000.00 2,500,000.00 - 2,500,000.00 4% 4% Inapplicable 2,500,000.00 - - Tax Free Co., method CPI Jiangxi Nuclear Power Co., Ltd. Cost 45,315,000.00 37,315,000.00 8,000,000.00 45,315,000.00 5% 5% Inapplicable - - - (“Jiangxi method Nuclear Power Co”) Total 47,815,000.00 39,815,000.00 8,000,000.00 47,815,000.00 2,500,000.00 - - Less: devaluation 2,500,000.00 - 2,500,000.00 provision Net amount of long-term 37,315,000.00 - 45,315,000.00 equity investment - 79 - 7. Investment real estate Unit: RMB Increased this Decreased this Book balance dated 30 Item 2011-12-31 year year June 2012 I. Total original book value 9,708,014.96 - - 9,708,014.96 1. House, buildings 9,708,014.96 9,708,014.96 2. Land-use right - - II. Total accumulated depreciation 4,835,969.89 221,342.76 5,057,312.65 and accumulated amortization 1. House, buildings 4,835,969.89 221,342.76 5,057,312.65 2. Land-use right - - III. Total net book value of 4,650,702.31 investment real estate 4,872,045.07 1. House, buildings 4,872,045.07 4,650,702.31 2. Land-use right - - IV. Total depreciation provision of - investment real estate - 1. House, buildings - 2. Land-use right - - V. Total book value of investment - 4,650,702.31 real estate 4,872,045.07 1. House, buildings 4,872,045.07 - 4,650,702.31 2. Land-use right - - - - 8. Fixed assets (1) Change of fixed assets Unit: RMB Decreased this Book balance dated 30 June Items 2011-12-31 Increased this year year 2012 I. Total original book value: 4,460,621,647.91 5,636,542.75 560,882.22 4,465,697,308.44 Including: House and 293,100.00 - 484,707,318.30 buildings 484,414,218.30 Machinery equipment 3,895,568,517.51 3,681,760.33 - 3,899,250,277.84 Transportation means 32,237,034.62 717,866.00 558,660.00 32,396,240.62 Other equipment 48,401,877.48 943,816.42 2,222.22 49,343,471.68 II. Total accumulated 93,744,764.83 503,360.67 2,290,166,796.81 depreciation: 2,196,925,392.65 Including: House and 9,668,514.38 - 204,499,611.18 buildings 194,831,096.80 Machinery equipment 1,936,192,055.82 82,383,925.38 - 2,018,575,981.20 Transportation means 27,154,973.22 1,053,880.60 502,794.00 27,706,059.82 Other equipment 38,747,266.81 638,444.47 566.67 39,385,144.61 III. Total net book value of 2,263,696,255.26 2,175,530,511.63 fixed assts Including: House and 280,207,707.12 buildings 289,583,121.50 Machinery equipment 1,959,376,461.69 1,880,674,296.64 Transportation means 5,082,061.40 4,690,180.80 Other equipment 9,654,610.67 9,958,327.07 - 80 - IV. Total impairment - 36,592,676.00 provision 36,592,676.00 Including: House and 23,291,844.37 buildings 23,291,844.37 Machinery equipment 13,077,735.62 13,077,735.62 Transportation means 81,846.84 81,846.84 Other equipment 141,249.17 141,249.17 V. Total book value of fixed 2,138,937,835.63 assts 2,227,103,579.26 Including: House and 256,915,862.75 buildings 266,291,277.13 Machinery equipment 1,946,298,726.07 1,867,596,561.02 Transportation means 5,000,214.56 4,608,333.96 Other equipment 9,513,361.50 9,817,077.90 - 81 - 9. Project in construction (1)Particulars about projects in construction: Unit: RMB 2012-6-30 2011-12-31 Book Provision for Book net Book Provision for Book net Items balance devaluation amount balance devaluation amount 39,549,11 24,758,419 39,549,1 24,758,419 Oil to Gas Works 5.52 14,790,696.15 .37 15.52 14,790,696.15 .37 Comprehensive building projects of recycling economy 0.00 - - - Heat and power projects of recycling 9,626,286. 9,626,286. 9,622,57 9,622,579. economy 05 05 9.25 - 25 Equipment Improvement Project 3,058,442. 3,058,442. 545,548. 48 48 53 - 545,548.53 Cogeneration of heat and electricity 9,894,9 9,894,925. 9,894,92 9,894,925. Project 25.01 01 5.01 - 01 Technical transformation projects 0.00 - - - Sludge drying project 0.00 - - - Others 4,054,365. 3,827,965. 2,271,89 2,045,497. 60 226,400.00 60 7.32 226,400.00 32 Total 66,183,13 51,166,038 61,884,0 46,866,969 4.66 15,017,096.15 .51 65.63 15,017,096.15 .48 (2) Changes of significant projects in construction Unit: RMB Proport ion of Transfe Proje Increase Other project 2011-12- rred ct 2012-6-3 Projects Budget of this decre invest 31 fixed progr 0 year ase ment in assets ess budget (%) 74,400,00 39,549,11 53.16 39,549,11 - - - 53.16% Oil to Gas Works 0.00 5.52 % 5.52 Comprehensive building projects of 30,000,00 9,622,579 32.09 9,626,286 3,706.80 - - 32.09% recycling economy 0.00 .25 % .05 545,548.5 2,985,50 472,615 3,058,442 - Equipment Improvement Project 3 9.35 .40 .48 Cogeneration of heat and electricity 9,894,925 9,894,925 - - - Project .01 .01 Others 2,271,897 1,782,46 4,054,365 - - .32 8.28 .60 Total 61,884,06 4,771,68 472,615 66,183,13 - 5.63 4.43 .40 4.66 - 82 - 10. Intangible assets Unit: RMB Decrease of this Items 2011-12-31 2012-6-30 Increase of this year year I. Total book original value 98,707,995.21 1,881,433.50 100,589,428.71 Including: land use right 95,732,047.88 1,881,433.50 97,613,481.38 Software 2,975,947.33 2,975,947.33 II. Total accumulated 29,785,392.88 1,672,145.58 31,457,538.46 amortization Including: land use right 29,225,253.44 1,491,959.70 30,717,213.14 Software 560,139.44 180,185.88 740,325.32 III. Total net value of Intangible 68,922,602.33 69,131,890.25 assets Including: land use right (Note 5) 66,506,794.44 66,896,268.24 Software 2,415,807.89 2,235,622.01 IV. Total provision for 5,115,063.71 5,115,063.71 devaluation Including: land use right 5,115,063.71 5,115,063.71 Software - - V. Total book value of 63,807,538.62 64,016,826.54 intangible assets Including: land use right 61,391,730.73 61,781,204.53 Software 2,415,807.89 2,235,622.01 Note1: acquisition in this year increase totally RMB 1,881,433.5 Note2: intangible assets amortized totally RMB1, 672,145.58 in this year 11. Long-term expense to be amortized Unit: RMB Increase Amortization amount Amount dated 30 Item Amount dated 31 December 2011 amount of this of this year June 2012 year Improvements expenses of fixed assets from operating 95,810.84 - 24,994.08 70,816.76 lease 12. Deferred income tax assets Unit: RMB Items 2012-6-30 2011-12-31 Deferred income tax assets: Provision for bad debts of accounts receivable 1,105,382.04 1,105,382.04 Other provision for bad debts of accounts receivable 1,010,200.86 1,010,200.86 Provision for inventory devaluation 100,171.61 100,171.61 Staff salary payable 627,581.00 627,581.00 Provision for devaluation of long-term equity investment 625,000.00 625,000.00 Other 245,778.80 245,778.80 Total 3,714,114.31 3,714,114.31 - 83 - 13. Other non-current assets Unit: RMB Item Amount dated 30 June Amount dated 31 December 2011 LNG projects 22,309,256.78 22,298,256.78 Land account paid in advance - 1,730,000.00 Construction account paid in advance e 503,618.70 836,460.20 Total 22,812,875.48 24,864,716.98 14. Particulars about provision for assets devaluation Unit: RMB Increase of Decrease of this year Items 2011-12-31 2012-6-30 this year Rewind Resellers I. Provision for bad 36,071,842.26 - - - 36,071,842.26 debts II. Provision for 78,178,480.00 - - - 78,178,480.00 inventory devaluation III. Provision for devaluation of long-term 2,500,000.00 - - - 2,500,000.00 equity investment IV. Provision for fixed 36,592,676.00 - - 36,592,676.00 assets devaluation V. Provision for projects 15,017,096.15 - - - 15,017,096.15 in construction VI. Provision for intangible assets 5,115,063.71 - - - 5,115,063.71 devaluation Total 173,475,158.12 173,475,158.12 15. Short-term loan Unit: RMB Items 2012-6-30 2011-12-31 Pledge loan(Note) 839,884,008.18 1,110,000,000.00 Credit loan 2,369,000,000.00 2,155,824,953.89 Total 3,208,884,008.18 3,265,824,953.89 Note: borrowing guarantee offered to vary subsidiaries amounting to RMB 839,884,008.18 16. Notes payable Unit: RMB Category 2012-6-30 2011-12-31 Bank acceptance bill 30,000,000.00 43,820,200.00 17. Accounts payable (1) Particulars about accounts payable is as follow: Unit: RMB Items Amount dated 30 June 2012 Amount dated 31 December 2011 Guangdong Trading Branch of CNOOC Gas & Power Group 399,615,132.38 181,779,179.15 Co., Ltd. Shenzhen Nangang Power Project Co., Ltd 6,026,952.00 3,779,052.00 Guangdong Guoyu Energy Co., Ltd. 3,163,340.27 - Xin’ao Energy Trading Co., ltd. 1,478,230.97 - Zhanjiang Hengyuan Transport Co., Ltd 1,233,592.78 5,646,006.85 - 84 - Shenyang Electric Power Design Institution 1,000,000.00 7,315,553.15 Nanjing Nangang Power Equipment Installment Co., Ltd. 748,000.00 748,000.00 Fushun Huyou Energy Equipment Factory 268,500.00 1,253,000.00 Other 5,490,529.38 5,231,004.90 Guangzhou Dongli Gas Co., Ltd - 3,125,154.90 Shenzhen Xishun Transport Industrial Co., Ltd - 2,559,469.44 Xin’ao Energy Logistic Co., ltd. - 1,041,630.24 Shanshan Transport Branch of Xinjiang Guanghui LNG Co., - 1,000,000.00 Ltd. Wuxi ShijiaThermal Equipment Co., Ltd. - 662,469.80 Huasheng Filters (Shenzhen) Co., Ltd. - 608,369.23 Total 419,024,277.78 214,748,889.66 (2) Accounts received in advance in this reporting period exclude payments from shareholders whose 5% (including 5%) voting right equity was held by the Company. 18. Accounts received in advance (1) Particulars about accounts received in advance Unit: RMB Item 2012-6-30 2011-12-31 Transfer amount for unit capacity received in advance 14,586,000.00 14,586,000.00 Project accounts received in advance 3,380,000.00 - Total 17,966,000.00 14,586,000.00 (2) Accounts received in advance in this reporting period exclude payments from shareholders whose 5% (including 5%) voting right equity was held by the Company. (3)The age of balance of RMB14, 586,000.00 received in advance from Shenzhen Energy Corporation Co., Ltd. (Energy Corporation) exceeded 1 year. Since the relevant project had not obtained approval from the NDRC, no income was carried forward at the end of the period. As of the date for approving issue of the financial statements, such amount has not been carried forward yet. 19. Staff salary payable Unit: RMB Items 2011-12-31 Increase of this year Decrease of this year 2012-6-30 I. Salary, bonus, grants and subsidies 26,976,044.97 47,461,706.17 46,536,988.94 27,900,762.20 II. Welfare fees for staffs - - - - III. Social insurance premium 865,434.98 7,903,955.04 7,797,250.44 972,139.58 Including: medical insurance 114,569.85 2,313,966.61 2,291,916.60 136,619.86 Old-age insurance 649,218.01 5,239,887.79 5,159,416.30 729,689.50 Unemployment insurance 38,621.28 88,170.64 86,913.59 39,878.33 Work injury insurance 61,567.18 243,004.84 243,792.41 60,779.61 Maternity insurance 1,458.66 18,925.17 15,211.54 5,172.28 IV. Housing fund 629,823.99 980,245.65 966,933.25 643,136.39 V. Union funds and employee 1,693,620.72 923,900.79 891,713.50 1,725,808.01 education expenses VI. Non-monetary welfare - 133,583.25 133,583.25 - VII. Compensation for labor - - - - - 85 - relationship dismissed VIII. Annuity 2,510,324.00 - - 2,510,324.00 IX. Others 16,425.38 4,720.44 - 21,145.82 Total 32,691,674.04 57,408,111.34 56,326,469.38 33,773,316.00 No arrears amount in salary payables. 20. Tax payable Unit: RMB Items 2012-6-30 2011-12-31 Value-added tax -546,816,136.79 -529,083,686.53 Operating tax 1,550,931.77 2,835,558.63 Corporate Income Tax -6,596,377.58 -2,823,965.65 Personal Income Tax 1,997,860.93 3,411,627.24 Land use right in town/city 350,268.25 1,128,579.70 Land VAT - Real Estate Tax 1,037,818.91 2,084,520.46 Others 711,737.39 546,572.25 Total -547,763,897.12 -521,900,793.90 21. Interest payable Unit: RMB Item 2012-6-30 2011-12-31 Long-term loan interest with principal of installed interest 45,825.00 45,825.00 payment and due repayment of seed capital Interest payable of short-term loan 79,812,621.84 75,416,769.51 Total 79,858,446.84 75,462,594.51 22 Other accounts payable (1). Particulars about other accounts payable: Unit: RMB Item 2012-6-30 2011-12-31 Zhongshan Xingzhong Group Co., Ltd.(“Xingzhong Group’)(Note1) 182,152,108.65 182,152,108.65 Dongguan Weimei Ceramics Industry Park Co., Ltd. (“Weimei 35,785,979.94 36,385,912.01 Ceramics Company”) Zhongshan Finance Bureau (Note2) 24,321,200.00 24,321,200.00 Temporary option contract amount 13,322,237.13 13,248,696.81 Project expense 11,817,021.35 17,267,313.76 Insurance premium 7,483,133.76 10,554,569.41 Shenzhen South Harbor Power Engineering Co., Ltd. 6,417,095.00 32,426,503.00 Gas Technology Branch of Xindi Energy Engineering Technology 5,949,059.79 11,411,059.79 Co., Ltd. Shenzhen Eastern Engineering Co., Ltd. 5,771,332.22 5,771,332.22 Guangdong Trading Branch of CNOOC Gas & Power Group Co., 2,065,697.58 1,420,854.92 Ltd. Guangdong Industrial Equipment Installment Co., Ltd. 1,416,349.41 1,416,349.41 - 86 - Wuxi ShijiaThermal Equipment Co., Ltd. 1,088,000.00 1,088,000.00 Shenzhen Hengfulin Construction Decoration Design Engineering 800,643.46 1,402,704.46 Co., Ltd. Nanjing Nangang Power Equipment Installation Co., Ltd. 239,064.10 3,412,800.00 Other 14,826,015.95 11,341,990.48 Grants for Board of Directors - 1,947,795.34 Sinopec Construction Co., Ltd. - 1,688,000.00 Hangzhou Boiler Plant Engineering Materials Co., Ltd. - 1,340,189.74 Total 313,454,938.34 358,597,380.00 Note 1: represented the amounts borrowed by Shenzhong Development Company from Xingzhong Group with the land use right and fixed assets owned by it as the pledge. Note 2: represented the amounts borrowed by Shenzhong Development Company from the Treasury bureau of Zhongshan city. 23. Non-current liabilities due within one year Particulars about non-current liabilities due within one year: Unit: RMB Items 2012-6-30 2011-12-31 Guarantee loans 50,000,000.00 - 24. Long-term loan (1) Category of long-term loan Unit: RMB Items 2012-6-30 2011-12-31 Guarantee loans (note ) 26,000,000.00 26,000,000.00 Note: refers to the guarantee of 26,000,000.00 yuan for loans offered to Environment Protection Company. (2) Details of long-term loans Unit: RMB Amount dated 31 Amount dated 30 June 2012 December 2011 Credit Commencement Ending date Rate Currency Foreign Foreign units date of loan of loan (%) currency currency amount RMB amount amount RMB amount Shenzhen Jingtian Sub-branch of China Merchants Bank 2009.11.06 2017.09.20 RMB 6.35 26,000,000.00 26,000,000.00 - 87 - 25. Other non-current liabilities Unit: RMB Items 2012-6-30 2011-12-31 Treasury subsidies for sludge drying 4,738,750.00 4,866,250.00 Support fund of recycling economy for sludge drying 232,291.64 238,541.66 Total 4,971,041.64 5,104,791.66 26. Share capital Unit: RMB Amount at Change of this year Items year-begin Bonus issue Others Subtotal 2012-6-30 Jan.-June of 2012: I. Shares with selling restriction 1. Holding shares of State 1 - - - - - 2. Holding shares of State-owned legal person - - - - - 3. Other domestic shares 18,263.00 - 18,263.00 4. Shares with foreign ownership - - - - - Total shares with selling restriction 18,263.00 - - - 18,263.00 II. Shares without selling restriction 1. RMB ordinary shares 338,894,012.00 - - - 338,894,012.00 2. Domestically listed foreign shares 263,850,321.00 - - - 263,850,321.00 3. Overseas listed foreign shares - - - - - 4. Others - - - - - Total shares without selling restriction 602,744,333.00 - 602,744,333.00 III. Total shares 602,762,596.00 - - - 602,762,596.00 2011: I. Shares with selling restriction 1. Holding shares of State 1 - - - - - 2. Holding shares of State-owned legal person - - - - - 3. Other domestic shares 12,993.00 - 5,270.00 5,270.00 18,263.00 4. Shares with foreign ownership - - - - - Total shares with selling restriction 12,993.00 - 5,270.00 5,270.00 18,263.00 II. Shares without selling restriction 1.RMB ordinary shares 338,895,157.00 - -1,145.00 -1,145.00 338,894,012.00 2. Domestically listed foreign shares 263,854,446.00 - -4,125.00 -4,125.00 263,850,321.00 3. Overseas listed foreign shares - - - - - - 88 - 4. Others - - - - - Total shares without selling restriction 602,749,603.00 - -5,270.00 -5,270.00 602,744,333.00 III. Total shares 602,762,596.00 - - - 602,762,596.00 27. Capital Surplus Unit: RMB Increase of this Decrease of this Items Amount of year-begin 2012-6-30 year year Jan.-June of 2012: Capital premium 233,998,444.00 - - 233,998,444.00 Including: invested capital by investors 215,487,650.42 - - 215,487,650.42 Difference arising from purchasing equity 18,510,793.58 - - 18,510,793.58 of minority shareholders Other capital surplus 129,631,483.51 - - 129,631,483.51 Including: transferring from capital 129,631,483.51 - - 129,631,483.51 surplus in original system Total 363,629,927.51 - - 363,629,927.51 2011: Capital premium 233,998,444.00 - - 233,998,444.00 Including: invested capital by investors 215,487,650.42 - - 215,487,650.42 Difference arising from purchasing equity 18,510,793.58 - - 18,510,793.58 of minority shareholders Other capital surplus 129,631,483.51 - - 129,631,483.51 Including: transferring from capital 129,631,483.51 - - 129,631,483.51 surplus in original system Total 363,629,927.51 - - 363,629,927.51 28. Surplus reserves Unit: RMB Items Amount of year-begin Increase of this year Decrease of this year 2012-6-30 Jan.-June of 2012: Legal surplus reserve 310,158,957.87 - - 310,158,957.87 Discretionary surplus reserve 22,749,439.73 - - 22,749,439.73 Total 332,908,397.60 - - 332,908,397.60 2011: Legal surplus reserve 310,158,957.87 - - 310,158,957.87 Discretionary surplus reserve 22,749,439.73 - - 22,749,439.73 Total 332,908,397.60 - - 332,908,397.60 29. Retained profit Unit: RMB Items Amount Jan.-June of 2012: Undistributed profit at year-begin 454,070,630.72 Add: net profit attributable to shareholders of parent company -105,739,436.64 - 89 - Less: withdrawal of statutory surplus reserve - Common Stock dividend payable - Retained profit at period-end 348,331,194.08 2011: Retained profit at year-begin 436,541,567.35 Add: net profit attributable to shareholders of parent company 17,529,063.37 Less: withdrawal of statutory surplus reserve - Common Stock dividend payable - Retained profit at year-end 454,070,630.72 30. Operating income, operating cost (1) Operating income Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Main business income 705,703,872.06 1,029,131,736.95 Other business income 138,326.50 114,281,873.83 Operating cost 1,146,829,174.36 1,635,583,031.68 (2) Main business (by industries) Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Industry Operating income Operating cost Operating income Operating cost Energy Industry 683,890,631.19 1,131,669,875.59 975,927,223.18 1,469,258,727.45 Engineering labors and 480,000.00 2,406,341.85 25,285,653.00 22,570,289.17 services Sludge drying 19,582,305.83 8,988,799.34 101,299.90 8,758,539.50 Other income 1,750,935.04 3,582,751.24 27,817,560.87 26,710,339.99 Total 705,703,872.06 1,146,647,768.02 1,029,131,736.95 1,527,297,896.11 (3) Main business (by products) Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Industry Operating income Operating cost Operating income Operating cost Electricity sales 680,603,743.31 1,124,608,977.96 971,615,982.72 1,462,635,685.41 Heat sales 3,286,887.88 7,060,897.63 4,311,240.46 6,623,042.04 Sale of fuel oil - - 26,688,890.47 23,005,762.19 Engineering labors and 480,000.00 2,406,341.85 25,285,653.00 22,570,289.17 services Sludge drying 19,582,305.83 8,988,799.34 101,299.90 8,758,539.50 Income from rent 1,750,935.04 3,582,751.24 1,128,670.40 3,704,577.80 Total 705,703,872.06 1,146,647,768.02 1,029,131,736.95 1,527,297,896.11 (4) Main business (by areas) Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Areas Operating income Operating cost Operating income Operating cost - 90 - Domestic 705,703,872.06 1,146,647,768.02 1,029,131,736.95 1,527,297,896.11 Overseas - - - - Total 705,703,872.06 1,146,647,768.02 1,029,131,736.95 1,527,297,896.11 (5) Condition of operating income of top 5 clients Unit: RMB Proportion in total operating Clients Operating income income (%) Guangdong Power Grid Corporation 96.44% 680,686,258.97 Shenzhen Water Bureau 2.77% 19,582,305.83 CCCC Fourth Harbor Co., ltd. 0.11% 783,000.00 Huidong Jiahua Materials Co., Ltd. 0.09% 666,666.64 Shenzhen University 0.09% 649,918.50 Total 99.51% 702,368,149.94 31. Operating tax and addition Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Operating tax 2,894,025.69 2,093,553.47 Urban maintenance and construction tax 201,427.05 1,204,934.89 Others 184,406.91 551,867.26 total 3,279,859.65 3,850,355.62 32. Management expenses Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Salary 19,824,999.03 18,689,743.50 Taxes 2,826,001.66 4,535,903.08 Leasing expenses 2,944,419.08 3,361,253.08 Entertainment expense 2,711,787.14 2,441,391.68 Expenses for agency appointment 3,038,572.30 2,395,745.99 Vehicles expenses 2,258,626.27 1,931,408.77 Expenses from the Board 1,330,808.14 3,969,555.99 Housing accumulation fund 737,263.63 513,495.80 Depreciation expense 1,709,271.98 1,141,879.78 Amortization of intangible assets 1,317,771.72 1,137,209.46 Verification expense for projects 160,942.60 56,749.00 Enterprise annuity 0.00 103,020.48 Environmental expense 1,041,730.15 948,713.70 Sundry expenses 1,284,449.24 814,932.34 Expenses for enterprise culture 814,907.37 858,945.87 Property expense 527,452.04 790,048.00 - 91 - Office expenses 294,928.94 193,231.74 Charge of endowment insurance 1,450,113.30 841,411.77 Communication charge 828,359.05 375,862.55 Business traveling charge 271,201.52 443,283.72 Stock charge 356,465.00 308,687.40 Medical insurance 773,565.97 317,577.98 Labor union expense 366,562.98 357,837.30 Educational charge for employee 126,079.96 172,643.60 Long-term expense for amortized 24,994.08 100,089.54 Inventory loss 0.00 -90,552.07 Other 3,577,037.78 3,889,429.71 Total 50,598,310.93 50,599,499.76 33. Financial expenses Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Interest expenditure 121,414,814.44 107,372,239.27 Minus: capitalized interest expenses 24,123,746.15 21,255,074.08 Minus: interest income 2,619,399.23 1,622,061.46 Exchange differential 1,832,003.54 -49,893.26 Other 4,796,966.47 5,466,647.13 Total 101,300,639.07 89,911,857.60 34. Investment income (1) Particulars about investment income Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Long-term equity investment income calculated by equity method -39,857,497.48 - 35. Non-operating income (1) Particulars about non-operating income Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Amount reckoned into non-recurring gains/losses Governmental subsidies 444,190,763.42 516,078,289.40 133,750.02 Refund on value added tax of natural 29,672,435.72 70,689,758.96 29,672,435.72 gas import (Note1) Refund on customs fines - 2,200,000.00 - Disposal of waste and old materials 227,693.16 314,687.82 227,693.16 Other 70,546.15 31,947.00 70,546.15 Total 474,161,438.45 589,314,683.18 30,104,425.05 Note 1: represented the added value tax returns of RMB22, 585,975.1 and RMB7, 086,460.62 for the natural gas obtained respectively by the Company and Weimei Power Company from Guangdong Trade Branch of CNOOC Gas & Power Group. - 92 - (2) Particulars about governmental subsidies Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Note Income from fuel subsidies 240,627,300.00 Note 1 236,819,900.00 Subsidies income of fuel processing fee 203,429,713.40 279,258,389.40 Note 2 Government bond subsidy for sludge drying 133,750.02 Total 444,190,763.42 516,078,289.40 Note 1: Pursuant to the calculation method required by the Notice on Issuance of Provisional Collection of Gas and Fuel Processing Subsidy to Support the Peak Power Scheme of Local Burning Machine Power Plants (SFB No.74(2010)) issued by people municipality of Shenzhen, the Reply for Confirming the Power Generation Subsidy Scheme for Shenzhen Burning Machine Power Plants for 2011 (SZSITIC No.207(2010)), the Notice on Continuous Collection of Gas and Fuel Processing Subsidy to Support the Peak Power Generation Losses of Local Burning Machine Power Plants (SZSITIC No.2062011)) and the Notice on Issuance of Provisional Rules for Management over Power Subsidy of Shenzhen Local Fuel (Gas) Machine sets (SFB No.54(2009)) issued by people municipality of Shenzhen, the Company recognized fuel subsidy income of RMB240,627,300 for the period from January to June of 2012. Note 2: Pursuant to the Notice on Provisional Collection of Gas and Fuel processing fees (YFH No.31 (2008)) issued by people municipality of Guangdong and the calculation method for subsidy For fuel processing fees in 2011, Zhongshan Power Company and Weimei Power Company were projected to receive fuel processing subsidy of RMB203, 429,713.4 for the period from January to June of 2012. 38. Non-operating expense Unit: RMB Jan-Jun of Items Jan-Jun of 2011 Amount reckoned into non-recurring gains/losses 2012 Gains and loss of disposal of fixed assets 34,978.97 162,698.07 34,978.97 Donation from the day of Helping the - 100,000.00 - poor and caring for the needy Others 2,785.84 34,626.41 2,785.84 Total 37,764.81 297,324.48 37,764.81 37. Income tax expenses Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Current income tax calculated based on tax laws and relevant regulations 638,646.90 3,585,345.15 38. Calculation process of basic income per share and diluted income per share Calculating basic income per share, the profit attributable to shareholders of parent company: Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 - 93 - Current net profit attributable to shareholders of parent company -105,739,436.64 -84,855,867.31 Including: net profit attributable to constant operation -105,739,436.64 -84,855,867.31 Net profit attributable to ending operation - - Calculating basic income per share, denominator is weighted average number of general shares externally issued. The calculation process is as follow: Unit: share Item Amount in this year Amount in last year Share amounts of externally issued general shares at year-begin 602,762,596 602,762,596 Add: weight amounts of general shares issued in this year - - Less: weight amount of general shares repurchased - - Weight amount of general shares externally issued at period-end 602,762,596 602,762,596 Earnings per share Unit: RMB Item Amount in this year Amount in last year Calculating according to net profit attributable to shareholders of parent company: Basic EPS -0.18 -0.14 Diluted EPS Not applicable Not applicable Calculating according to net profit of constant operation attributable to shareholders of parent company: Basic EPS -0.18 -0.14 Diluted EPS Not applicable Not applicable Calculating according to net profit of ending operation attributable to shareholders of parent company: Basic EPS - - Diluted EPS Not applicable Not applicable The Company has no diluted EPS for having no potential dilution common shares. 39. Statement on items of cash flow sheet (1) Other received cash related to operating activities Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Received import tax refund of natural gas 29,672,475.10 70,689,758.96 Fuel subsidy income 164,829,383.00 - Government grant and bonus 610,000.00 - The due fixed deposit received 3,240,000.00 - Others 4,977,464.07 4,852,901.36 Total 203,329,322.17 75,542,660.32 (2) Other cash paid related to operating activities - 94 - Items Jan-Jun of 2012 Jan-Jun of 2011 Expense for engaging intermediaries 4,733,572.30 1,918,079.19 Expense for Board of Directors 1,408,978.54 3,945,555.99 Lease fees 4,762,060.60 4,054,517.70 Communication fees 2,981,036.09 2,525,925.68 Fleet costs 2,596,721.18 2,143,162.13 Corporation culture costs 814,907.37 845,956.87 Telecommunication costs 948,917.97 451,665.16 Environment costs 1,221,389.60 159,143.92 Early expense of recycle economy - 772,800.67 Supplementary pension - 3,308,907.73 Others 10,478,150.29 12,599,507.08 Total 29,945,733.94 32,725,222.12 (3) Cash received related to other financing activities Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Margin received 62,536,060.00 - (4) Cash paid for other financing activities Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Margin paid 68,500,000.00 40. Supplementary information of cash flow sheet (1) Supplementary information of cash flow sheet Unit: RMB Supplementary information Jan-Jun of 2012 Jan-Jun of 2011 1.Operating activities cash flow transferred from net profit: Net profit -123,190,915.55 -91,352,820.44 Add: provision for assets devaluation - Fixed assets depreciation 93,966,107.59 103,867,776.77 Intangible assets amortization 1,672,145.58 1,493,104.50 Amortization of long-term prepaid accounts 24,994.08 113,057.34 Loss (gains) of disposal of fixed assets, intangible assets and other 346,634.82 long-term assets Loss from scrap of fixed assets 34,978.97 - Finance expense (income)) 100,745,117.85 89,065,557.60 Investment loss (income) 39,857,497.48 Decrease of deferred income tax assets (increase) - Decrease of inventory (increase) 21,127,319.80 100,082,240.91 Decrease of operating accounts receivable (increase) -133,665,409.80 -420,110,752.49 Decrease of operating accounts payable (increase) 161,013,919.21 215,126,670.26 Others - - 95 - Net amount of cash flow arising from operating activities 121,728,257.73 38,488,966.75 2.Significant investment and financing activities un-related to income and expense of cash: Debts transferring to assets - - Convertible bonds due within 1 year - - Fixed assets financed by leasing - - 3. Net change of cash and cash equivalent: Period-end balance of cash and cash equivalent 639,917,387.45 629,580,595.19 Less: year-begin balance of cash and cash equivalent 629,318,992.12 591,386,814.04 Net increase amount of cash and cash equivalent 10,598,395.33 38,193,781.15 (2) Constitution of cash and cash equivalent Unit: RMB Items 2012-6-30 2011-6-30 I. Cash 639,917,387.45 629,580,595.19 Including: inventory cash 234,509.70 301,367.43 Bank deposit which can be used for payment at any time 638,990,115.51 510,588,045.13 Other currency capital which can be used for payment at any time 692,762.23 118,691,182.63 II. Year-end balance of cash and cash equivalent 639,917,387.45 629,580,595.19 - 96 - (VI)Related party and related transaction 1. Parent company of the Company Share holding proportion of any shareholder of the Company didn't reach 50%, and couldn't form a holding relationship of the Company through any methods. The Company has no parent company. 2. Subsidiaries of the Company Detail of subsidiaries sees in Note (IV). 3. Other related parties of the Company Other related parties name Relationship between the Company Organization code Shareholders have major influence on Energy Group 19218918-5 the Company Minority shareholders of the Weimei Ceramics Company 72919361X subsidiaries Minority shareholders of the Xingzhong Group 733112675 subsidiaries Energy Holding Subsidiary of energy group 19224115-8 Directors of the Company and other senior executives Key management staff Inapplicable 4. Related Transactions (1) Lending money of related party This year: Unit: RMB Amount of Commencement Balance dated 30 Related parties Maturity Date Note lending money date June 2012 Borrowing Xingzhong 125,316,816.85 2008.11.19 2011.12.31 125,316,816.85 Group Xingzhong 23,750,000.00 2009.10.15 2011.12.31 23,750,000.00 Group Borrowings of debt Xingzhong 16,250,000.00 2009.03.27 2011.12.31 16,250,000.00 reorganization (in the Group process of renewal) Xingzhong 14,335,291.80 2008.12.29 2011.12.31 14,335,291.80 Group Xingzhong 2,500,000.00 2009.03.27 2011.12.31 2,500,000.00 Group Weimei Ceramics Company 35,785,979.94 2011.07.16 2012.07.16 35,785,979.94 Last year: Unit: RMB Amount of Commencement Balance at end of Related parties Maturity Date lending money date 2011 Note Borrowing Xingzhong Group 125,316,816.85 2011.01.01 2011.12.31 125,316,816.85 Renewal Xingzhong Renewal Group 23,750,000.00 2011.01.01 2011.12.31 23,750,000.00 - 97 - Xingzhong Renewal Group 16,250,000.00 2011.01.01 2011.12.31 16,250,000.00 Xingzhong Renewal Group 14,335,291.80 2011.01.01 2011.12.31 14,335,291.80 Xingzhong Renewal Group 2,500,000.00 2011.01.01 2011.12.31 2,500,000.00 Weimei Ceramics Company 35,785,979.94 2011.07.16 2012.07.16 35,785,979.94 (2) Fund occupation expenses Unit: RMB Jan-June 2012 Jan-June 2011 Price Proportion Proportion Related Transaction Transaction in amount in amount setting parties type content Amount of similar Amount of similar principal transaction transaction (%) (%) Fund Note Xingzhong Group occupation Interest expenses expenses 6,040,973.48 83.58% 5,320,916.08 100% Weimei Ceramics Fund Note Company occupation Interest expenses expenses 1,186,822.14 16.42% - - Note: payment for the use of state funds is calculated according to loan rate of current capital of peer banks. (3) Account payable/receivable from related parties Account payable to related parties Unit: RMB Item Related parties Balance dated 31 December Balance dated 30 June 2012 2011 Other account Xingzhong Group 182,152,108.65 182,152,108.65 payable Weimei Ceramics Company 35,785,979.94 36,385,912.01 Account received Energy Holding 14,586,000.00 14,586,000.00 in advance Interest payable Xingzhong Group 49,340,349.41 43,299,375.93 (VII) Contingency In March 2008, the Company and Just-run Company entered into a Contract Confirmation (hereafter referred to as “the Confirmation”) with contract numbers of 165723967102.11 and 165723968102.11. The first confirmation is valid from March 3rd, 2008 to December 31st, 2008, constituted by three options contracts. When the floating price (that is, the arithmetic average of the closing settlement prices of light crude future contracts of New York Mercantile Exchange at that month within every decision validity) is higher than 63.50 U.S. dollars / barrel, the Company will receive 300,000 U.S. - 98 - dollars of income per month (200,000 barrels × 1.50 U.S. dollars / barrel); When the floating price is 62.00-63.50 U.S. dollars / barrel, the Company will obtain the income of (the floating price -62.00 USD / barrel) × 200,000 barrels per month; when the floating price is less than 62.00 U.S. dollars / barrel, the company will pay Just-run Company an amount equivalent to (62.00 U.S. dollars / barrel - the floating price) × 400,000 barrels per month. The second confirmation is valid from January 1st, 2009 to October 31st, 2010, constituted by three options contracts, Just-run Company has a right to choose whether to implement before 18:00 on December 30th, 2009. When the floating price is higher than 66.50 U.S. dollars / barrel, the Company will receive 340,000 U.S. dollars of income per month (200,000 barrels × 1.70 U.S. dollars / barrel); when the floating price is 64.80-66.50 U.S. dollars / barrel, the Company will receive a monthly income of (the floating price -64.80 U.S. dollars / barrel) × 200,000 barrels; when the floating price is lower than 64.50 U.S. dollars / barrel, the Company will pay Just-run Company an amount equivalent to (64.50 U.S. dollars / barrel – the floating price) × 400,000 barrels. From Apr.2008 to Oct.2008, based on the above confirmations, Just-run Company pays to the Company with US$ 2.10 million (equivalent to RMB 14,352,083.46), the Company includes it into "other payables" item after receives this payment. On November 6th, 2008, Just-run Company writes to the Company. They deems that the Company intends to not perform transaction in the notice issued by the Company on October 21st ,2008 and the statement of the meeting held by the Company on October 29th ,2008, which has constituted a breach of contract, and Just-run Company announces the termination of the transaction. The Company replies Just-run Company that the company has never made any statement not intend to continue to perform transactions, and deems that Jierun Company's unilateral termination of the contract and refuse of paying the A/C payable under the first confirmation as of October, 2008 has constituted a breach of contract, so the Company announces the termination of the transaction. Although both sides terminate the transaction confirmation for different reasons, there are no differences about the termination reality of confirmation and transactions. After the transaction terminated, Just-run Company sends a letter to request the Company to compensate for the transaction termination loss, while sends another letter to express the hope to resolve the disputes by the commercial way. The company replies Just-run Company that the Company does not accept claims for loss compensations, while sends a separate letter to agree to peace talks. Then both sides do several rounds of consultations and negotiations, but no agreement has reached. On November 27th, 2009, the Company receives a letter of Allen & Overy LLP, which describes above matters and requires the Company to compensate Just-run with a total of US$79,962,943.00 and the interests of US$3,736,958.66 as of November 27th, 2009. The Company replies on January 25th, 2010, which shows that the Company did not accept claims for loss compensation. On Mar. 31 of 2011, Just-run Company sent another letter to the Company which claimed that they are willing to coordinate with the Company continuously as for USD 79,962,943.00 we owed them and interests from the day of Nov. 6 of 2008, and invited the Company to raise up suggestion on this matter, meanwhile Just-run Company stressed to remain all the rights on this matter. The Company replied them with a letter on Apr. 6 of 2011 which showed we didn’t accept requirements from Just-run Company about compensation for loss, and agreed to answer their invitation and negotiate based on equality without influence on rights of both parties. On 6 February 2012, Jierun sent letter to the Company again, requiring the Company to pay the arrears of USD83, 699,901.66 and the related interests. The Company replied on 10 February 2012 - 99 - to deny the loss compensation requirements of Jierun and require Jierun to pay the Company the amount payables of USD300, 000.00 under the confirmation latter No. 165723967102.11 arising in October 2008 and the interests accrued since 7 November 2008. And the Company agreed to be invited by Jierun for further negotiation in connection with this dispute provided that interests of both parties were not influenced. If the negotiation doesn’t succeed, in the judgment of the management of the Company, it is possible to solve this dispute through justice channel. Based on the legal opinions issued by independent qualified lawyers in connection with the aforesaid event, the board of directors of the Company believes that: (1)Two confirmation letters and transaction have been terminated by both parties; (2)Various uncertainties still exist during the process of this issue, so it is not possible to make estimation for the potential solution approaches and results; (3)Since the final results cannot be estimated reasonably and reliably currently, projected liabilities shall not be recognized in the financial statements for the first half of 2012. The Board of Directors of the Company will promptly review the relevant accounting operation according to the progress of the above matters. (VIII) Commitment 1. Capitalization commitment Unit: RMB Item 2012-6-30 2011-12-31 Signed capital expenditure commitment which was still not recognized in financial statements -Construction commitment of long-term assets 11,865,534.73 17,900,039.34 -External investment commitment 12,000,000.00 - Total 23,865,534.73 17,900,039.34 2. Commitment on operating lease Till the balance sheet day, the condition of irrevocable operating lease contract the Group externally signed is as follow: Unit: RMB Item 2012-6-30 2011-12-31 Minimum lease payments of irrevocable operating lease: The first year after balance sheet day 6,173,109.33 3,378,118.33 The second year after balance sheet day 1,389,536.63 6,133,712.63 The third year after balance sheet day 1,427,596.50 1,427,596.50 Subsequent years 65,009,429.93 65,009,429.93 Total 73,999,672.39 75,948,857.39 - 100 - (IX) Segment report According to the internal organization structural, management requirements and internal reporting systems of the Company, the operation business of the group is classified into 5 reporting segments, i.e. power and heat supply, fuel trade, sludge drying, real estate development and other relevant business. Management of the Company regularly evaluates the operation results of the reporting segments, so as to decide to distribute resources to them and evaluate their achievements. The segment report information is disclosed according to the accounting policies and measuring standards adopted by all segments when reporting to the management and such measuring bases are kept consistent with the accounting and measuring bases upon preparation of the financial statements. Unit: RMB Real estate Power and heat supply Fuel trade Sludge drying Construction labor Inter-segment offset Total development Items Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June Jan.-June 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 Business income Foreign 683,303,92 1,085,765,3 2,475,96 32,261,3 19,582,3 101,299.9 480,000. 25,285,6 705,842,19 1,143,413,6 trade - - 9.65 05.72 3.08 52.16 05.83 0 00 53.00 8.56 10.78 income Inter-seg ment 8,717,583.5 14,744,742. -8,717,58 -14,744,7 - - - - - - - - - trade 7 05 3.57 42.05 income Total segment 692,021,51 1,100,510,0 2,475,96 32,261,3 19,582,3 101,299.9 480,000. 25,285,6 -8,717,58 -14,744,7 705,842,19 1,143,413,6 - - business 3.22 47.77 3.08 52.16 05.83 0 00 53.00 3.57 42.05 8.56 10.78 income Segment 1,141,130,6 1,597,325,8 4,868,61 28,479,8 13,406,9 8,762,247 2,667,33 22,699,4 -11,454,3 -17,438,7 1,150,619,1 1,639,829,5 managem - 890.40 21.07 72.81 3.25 87.66 92.63 .50 5.56 71.71 71.66 80.15 90.85 89.93 ent Manage 38,800,099. 37,769,656. 4,180,15 4,507,86 3,244,84 5,088,98 2,401,26 879,317.7 1,971,93 2,353,67 50,598,310. 50,599,499. ment - - 17 67 7.09 4.19 6.29 6.62 9.26 8 9.12 4.50 93 76 expenses Financial 48,182.61 104,270,48 88,927,448. -1,060,0 -42,719.6 802,852. 2,013,15 1,531,68 1,749,983 -4,292,4 -2,529,35 -206,649. 101,300,63 89,911,857. expense - 101 - s 2.65 15 78.78 2 95 2.73 4.43 .60 84.79 7.38 88 9.07 60 Investme -39,857,49 -39,857,49 nt - - - - - - - - - - - - 7.48 7.48 income Operatin -592,179,6 -663,370,4 -5,512,7 -683,680. -4,047,6 -7,103,0 2,242,35 -11,290,2 133,210. 2,761,86 2,688,605 2,900,687 -596,675,9 -676,784,8 g 89.67 27.34 28.48 07 99.24 29.75 9.51 48.98 11 4.17 .48 .98 42.29 33.99 profit Non-oper 473,729,44 586,768,34 13,300.0 2,129,62 284,939. 416,709. 133,750. 474,161,43 589,314,68 ating - - - - - 9.12 8.36 0 5.00 31 82 02 8.45 3.18 income Non-oper 19,166.0 ating 18,598.81 297,324.48 - - - - - - - - - 37,764.81 297,324.48 0 expenses Total -118,468,8 -76,899,40 -5,518,5 1,445,94 -3,762,7 -6,686,3 2,376,10 -11,290,2 133,210. 2,761,86 2,688,605 2,900,687 -122,552,2 -87,767,47 profit 39.36 3.46 94.48 4.93 59.93 19.93 9.53 48.98 11 4.17 .48 .98 68.65 5.29 Income 2,480,334.3 246,885. 44,939.4 858,125. 3,585,345.1 593,707.44 - - - - - - - 638,646.90 tax 8 42 6 35 5 Net -119,062,5 -79,379,73 -5,518,5 1,199,05 -3,762,7 -6,686,3 2,376,10 -11,290,2 88,270.6 1,903,73 2,688,605 2,900,687 -123,190,9 -91,352,82 profit 46.80 7.84 94.48 9.51 59.93 19.93 9.53 48.98 5 8.82 .48 .98 15.55 0.44 - 102 - (X). Note to items of parent company’s financial statements 1. Accounts receivable (1) Accounts receivable classifying according to the category: Unit: RMB 2012-6-30 2011-12-31 Category Book balance Provision for bad debts Book balance Provision for bad debts Amount Proportion (%) Amount Proportion (%) Amount Proportion (%) Amount Proportion (%) Account receivable with individual major amount - - - - - - - - and withdrawal bad debt provision independently Accounts receivable with minor amount and accounts receivable with major 669,196,028.23 100% - - 646,023,065.42 100% - - amount found no devaluation after individual devaluation test Account receivable with individual minor amount - - - - - - - - but withdrawal bad debt provision independently Total 669,196,028.23 100% - - 646,023,065.42 100% - - Accounts receivable classifying according to the account age: Unit: RMB 2012-6-30 2011-12-31 Account age Proportio Provision for Book Proportio Provision for Book Amount n (%) bad debts value Amount n (%) bad debts value Within 1 669,155,2 669,155,2 645,982,2 645,982,2 99.99% - 99.99% - year 00.61 00.61 37.80 37.80 1-2years 37,938.62 0.01% - 37,938.62 37,938.62 0.01% - 37,938.62 2-3years - 0.00% - - - - - - Above 3 2,889.00 0.00% - 2,889.00 2,889.00 0.00% - 2,889.00 years 103 - - 669,196,0 669,196,0 646,023,0 646,023,0 Total 100.00% - 100.00% - 28.23 28.23 65.42 65.42 (2) No account receivable with minor individual amount but withdrawal bad debt provision independently at year-end. (3)Balance of account receivables excludes the debts of the shareholders who hold over 5% (including 5%) of voting share of our company in this reporting period. (4) Particulars about top 5 units owing accounts receivable Unit: RMB Proportion in total account Company name Relationship Amount Terms receivable (%) Government 639,518,407 Within 1 Shenzhen Financial Bureau 95.57% division .62 year Non-related 29,279,736. Within 1 Guangdong Power Grid Company 4.38% clients 71 year Shenzhen Nanshan Meat Processing Within 1 Non-related clients 194,419.20 0.03% Factory year Non-related Within 1 Shenzhen University 97,212.50 0.01% clients year Zhongcai Energy Management Service Non-related Within 1 52,523.80 0.01% Co., Ltd. clients year 669,142,299 Total 99.99% .83 2. Other accounts receivable (1) Other accounts receivable classifying according to the category: Unit: RMB 2012-6-30 2011-12-31 Book balance Provision for bad debts Book balance Provision for bad debts Category Proportion Proportion Proportion Proportion Amount (%) Amount (%) Amount (%) Amount (%) Account receivable with individual major amount 22,677,404.4 22,677,404 22,677,404.4 22,677,404 1.63% 87.83% 1.46% 100 and 6 .46 6 .46 withdrawa l bad debt provision independe ntly Accounts receivable with minor amount and 1,365,646,63 1,523,503,25 97.99% - - 98.19% - - accounts 6.91 2.69 receivable with major amount found no 104 - - devaluatio n after individual devaluatio n test Account receivable with individual minor amount 3,140,957. 3,140,957. 5,362,330.44 0.38% 12.17% 5,362,330.44 0.35% 58.57 but 25 25 withdrawa l bad debt provision independe ntly 1,393,686,37 25,818,361 1,551,542,98 25,818,361 Total 100.00% 100.00% 100.00% 1.66 1.81 .71 7.59 .71 Other accounts receivable classifying according to the account age: Unit: RMB 2012-6-30 2011-12-31 Account age Proportio Provision for Proportio Provision for Book value Book value Amount n (%) bad debts Amount n (%) bad debts Within 525,921,13 525,921,13 683,777,74 683,777,74 37.74% - 44.07% - 1 year 1.64 1.64 7.42 7.42 46,951,064 46,951,064 46,951,064 46,951,064 1-2years 3.37% - 3.03% - .34 .34 .34 .34 242,850,05 242,676,52 242,850,05 242,676,52 2-3years 17.43% 173,524.12 15.65% 173,524.12 1.86 7.74 1.86 7.74 Above 3 577,964,12 552,319,28 577,964,12 552,319,28 41.47% 25,644,837.59 37.25% 25,644,837.59 years 3.97 6.38 3.97 6.38 1,393,686, 1,367,868, 1,551,542, 1,525,724, Total 100.00% 25,818,361.71 100.00% 25,818,361.71 371.81 010.10 987.59 625.88 (2) Other account receivable with individual minor amount but withdrawal bad debt provision independently: Unit: RMB Amount of Accruing Other accounts receivable Book balance accruing provision Reason proportion for bad debts Deposit receivable 3,278,632.28 1,404,953.09 45% Unrecover for overdue Dormitory amount receivable 2,083,698.16 1,736,004.16 55% Unrecover for overdue Total 5,362,330.44 3,140,957.25 59% (3) Balance of other account receivables excludes the debts of the shareholders who hold over 5% (including 5%) of voting share of our company in this reporting period. (4) Particulars about top 5 units owing other accounts receivable Unit: RMB Relationship with the Total proportion in accounts Units Amount Age limit Company receivable (%) Shenzhong Development Subsidiary of the 716,917,76 Within 1 year and 51.44% Company Company 6.35 over 3 years 105 - - Subsidiary of the 546,984,29 Within 1 year and Zhongshan Power Company 39.25% Company 5.50 over 3 years Subsidiary of the 77,738,750. Dongguan Weimei Company Within 1 year 5.58% Company 11 Shen Nan Dian Environment Subsidiary of the 15,460,686. Within 1 year 1.11% Protection Co., Company 91 Huiyang County Kangtai 14,311,626. Project partners over 3 years 1.03% Industrial company 70 1,371,413,1 Total 98.40% 25.57 106 - - 3. Long-term equity investment Details of long-term equity investment: Unit: RMB Reason for difference Equity Voting Accrued between holding right Provision provision Cash Amount dated equity Calculatio Investment Increase and Balance dated proportio proportio for for dividen Invested units 31 December holding n method cost decrease 30 June 2012 n in n in devaluatio devaluatio d of this 2011 proportion invested invested n n of this year and voting units units (%) year right proportion Server Petrochemica Inapplicabl 26,650,000.00 26,650,000.00 - 26,650,000.00 50 50 - - - l Supplying Cost e Co., method New Power Cost Inapplicabl 71,270,000.00 71,270,000.00 - 71,270,000.00 75 75 - - - Company method e Zhongshan Electricity 410,740,000.0 218,240,000.0 192,500,000.0 410,740,000.0 Inapplicabl 55 55 - - - Power Cost 0 0 0 0 e Company method Engineering Cost Inapplicabl 6,000,000.00 6,000,000.00 - 6,000,000.00 60 60 - - Company method e - Weimei 115,319,049.7 115,319,049.7 115,319,049.7 Inapplicabl Electricity Cost - 40 40 - - 6 6 6 e - Company method Shennan Inapplicabl Singapore Cost 6,703,800.00 6,703,800.00 - 6,703,800.00 100 100 - - - e Company method Environment Cost Inapplicabl 55,300,000.00 55,300,000.00 - 55,300,000.00 70 70 - - - Company method e Shenzhong Inapplicabl Development Cost - - - 0.00 75 75 - - - e Company method Shenzhong Inapplicabl Property Cost - - - 0.00 75 75 - - - e Company method 107 - - Jiangxi Inapplicabl Nuclear Cost 45,315,000.00 37,315,000.00 8,000,000.00 45,315,000.00 5 5 - - - e Power Co., method 737,297,849.7 536,797,849.7 200,500,000.0 737,297,849.7 Total - - 6 6 0 6 - Less: devaluation - - provision Net amount of long-term 536,797,849.7 737,297,849.7 equity 6 6 investment 108 - - 4. Operating income and operating cost (1) Operating income Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Main business income 336,421,818.94 389,625,979.86 Other business income 8,048,366.37 52,982,115.56 Operating cost 533,917,664.37 694,282,683.32 (2) Main business (by industry) Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Industry Operating income Operating cost Operating income Operating cost Energy Industry 336,421,818.94 529,483,326.41 389,625,979.86 654,210,959.97 (3) Main business (by products) Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Industry Operating income Operating cost Operating income Operating cost Electricity sales 333,283,480.20 525,796,231.87 387,043,743.56 650,250,151.84 Heat sales 3,138,338.74 3,687,094.54 2,582,236.30 3,960,808.13 Total 336,421,818.94 529,483,326.41 389,625,979.86 654,210,959.97 (4) Main business (by areas) Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Areas Operating income Operating cost Operating income Operating cost Domestic 336,421,818.94 529,483,326.41 389,625,979.86 654,210,959.97 (5) Operating income of top 5 clients Unit: RMB Proportion in total operating Clients Operating income income (%) Guangdong Power Grid Company 333,283,480.20 96.75% Environment protection Co., 4,252,931.62 1.23% 109 - - New Power Company 3,723,595.56 1.08% Shenzhen University 649,918.50 0.19% Zhongcai Energy Management Service Co., Ltd. 266,030.08 0.08% Total 342,175,955.96 99.33% 5. Investment income (1) Particulars about investment income Unit: RMB Items Jan-Jun of 2012 Jan-Jun of 2011 Long-term equity investment income calculated by equity -39,857,497.48 method - (2) Long-term equity investment income calculated by equity method Unit: RMB Invested units Jan-Jun of 2012 Jan-Jun of 2011 Reasons of changes Jiangxi Xinchang Company -39,857,497.48 - 6. Supplementary information of cash flow sheet Unit: RMB Supplementary information Jan-Jun of 2012 Jan-Jun of 2011 1. Net profit transferred to cash flow of operating activities: Net profit 20,006,178.82 -67,703,539.11 Add: provision for assets devaluation - - Fixed assets depreciation 30,158,307.74 33,240,256.10 Intangible assets amortization 704,963.70 468,527.22 Long-term accounts prepaid amortization 24,994.08 50,789.52 Loss of disposal of fixed assets, intangible assets and other long-term - assets(gains) - Scrap loss of fixed assets - Financial expense (income) 25,245,086.79 66,915,573.91 Investment loss (income) - 39,857,497.48 Decrease of deferred income taxes assets (Increase) - - Decrease of inventory (Increase) 17,740,593.06 37,737,263.40 Decrease of operating accounts receivable(Increase) 305,525,100.14 -315,449,413.54 Increase of operating accounts payable (Decrease) -97,349,008.32 143,715,100.19 110 - - Other - - Net amount of cash flow arising from operating activities 302,056,216.01 -61,167,944.83 2. Significant investment and financing activities unrelated to cash income and expense: Debts transferred to assets - - Convertible Bonds due within 1 year - - Fixed assets financed by leasing - - 3. Net changes in cash and cash equivalents: Period-end balance of cash and cash equivalents 297,440,484.94 169,579,571.56 Less: period-begin balance of cash and cash equivalent 303,150,447.89 269,369,131.18 Amount of increase of cash and cash equivalent -5,709,962.95 -99,789,559.62 7. Related Transactions (1) Related transaction of commodities purchase, labor service received/provided Statement of commodity purchased/labor service received Unit: RMB Jan-Jun of 2012 Jan-Jun of 2011 Price Proporti Proporti setting on in on in principal Related Transactio amount amount and parties n content Amount of Amount of strategy similar similar procedur transacti transacti es on (%) on (%) Referenc e to the market Server Warehouse price or Petrochemi and based on cal transporta the price 100.00% 100.00% 725,028.04 3,658,557.18 Supplying tion from Co., charge executiv es departme nt Referenc e to the New Power Fuel market 13.77% 36.90% Company purchasing 78,984,589.65 55,592,816.04 price or based on 111 - - the price from executiv es departme nt Commodity sold/labor service provided Unit: RMB Price Jan-Jun of 2012 Jan-Jun of 2011 setting Proportion Proportion Related principal in amount in amount Transaction content parties and Amount of similar Amount of similar strategy transaction transaction procedures (%) (%) Reference to the market price or New Power Charge of flue gas used based on 47,293.06 100% 1,270,272.00 100% Company the price from executives department Reference to the market price or New Power Managed labor change of unit operations based on 3,676,302.50 100% 8,670,931.00 100% Company the price from executives department Reference to the market Dongguan price or Weimei Materials lease based on 16,028.35 100% 289,524.05 100% Power the price Company from executives department 112 - - Reference to the market Environment price or Protection Sales of cooling/heat water based on 3,291,236.79 100% - - Company the price from executives department Reference to the market Environment price or Protection Land lease based on 906,000.00 100% - - Company the price from executives department Reference to the market Environment price or Protection Sales of tap water based on 55,694.83 100% - - Company the price from executives department 113 - - (2) Related entrusted Statement of entrusted: Unit: RMB Name of Name of Date of Due date recognized Trust income consigner entrusted beginning basis of Transaction type Asset trust confirmed at the entrusted period income Calculated Power based on the New generation The RMB Power Trusteeship income unit of 2012.01.01 2012.6.30 3,676,302.50 Company 0.024/kwh of Company 2#,10# and the generation 11# volume Calculated Power based on the New generation The RMB Power Trusteeship income unit of 2011.01.01 2011.6.30 8,670,931.00 Company 0.025/kwh of Company 2#,10# and the generation 11# volume Allocated Power based on New generation The electrical Power Cost-allocation unit of 2012.01.01 2012.6.30 1,378,596.45 Company energy of new Company 2#,10# and power machine 11# set Allocated Power based on New generation The electrical Power Cost-allocation unit of 2011.01.01 2011.6.30 2,014,943.14 Company energy of new Company 2#,10# and power machine 11# set Allocated Power based on New generation The electrical Power Expenses-allocation unit of 2012.01.01 2012.6.30 5,781,962.71 Company energy of new Company 2#,10# and power machine 11# set Power Allocated New The generation based on Power Expenses-allocation 2011.01.01 2011.6.30 9,541,067.55 Company unit of electrical Company 2#,10# and energy of new 114 - - 11# power machine set Notes: according to the Custody and Operation Contract Concerning the Power Generation Machine Sets of Shenzhen New Power Industry Co., Ltd. entered into by the Company and New Power Company dated 23 December 2003, the Company was entrusted to operate and manage the 2#, 10# and 11# machine sets assets owned by New Power Company. The scope of the entrustment included: production plan, power scheduling, power measure and agent sales, collection of electricity fees and safe operation and management of equipments, as well as purchase, stock and management of consumed materials and facilities required for maintenance and repairmen, normal maintenance of power generation equipments and facilities, organization and management of big- and middle-sized repair projects, technological innovation and updates for power generation equipments, etc. As for the fuels required for power production, they were purchased by New Power Company and then given to the Company for general use. Costs were charged according to the actual fuel consumption of the machine sets owned by New Power Company. As for substantial repair expenses and facilities, they were purchased collectively by the Company as per the custody contract. When occurred, those cost attributable to the relevant machine sets were charged as the machine sets costs of New Power Company. As for those costs that cannot be directly attributable to machine sets of New Power Company (such as utilities, depreciation of common assets and personnel salaries, etc), they should be shared by New Power Company and the Company based on the proportion of power generated. The Company and New Power Company declared taxes according to the above share method. 115 - - (3) Related guarantee Guarantee provided Unit: RMB Assurance Guarantee Guarantee Guarantee Guarantee due Impletion of Provider received amount beginning date date guarantee or not The Weimei Power No Company Co., Ltd 40,000,000.00 2012.01.05 2012.12.28 The Weimei Power No Company Co., Ltd 80,000,000.00 2012.06.19 2013.06.19 The Weimei Power No Company Co., Ltd 100,000,000.00 2012.06.07 2013.06.07 The Weimei Power No Company Co., Ltd 100,000,000.00 2012.06.05 2013.06.05 The Weimei Power No Company Co., Ltd 100,000,000.00 2012.06.13 2013.06.13 The Weimei Power No Company Co., Ltd 80,000,000.00 2011.06.20 2013.06.20 The Weimei Power No Company Co., Ltd 100,000,000.00 2011.12.29 2012.12.29 The Weimei Power No Company Co., Ltd 20,000,000.00 2012.01.05 2012.07.20 The Zhongshan Power No Company Co., Ltd 90,000,000.00 2012.01.13 2013.01.13 The Zhongshan Power No Company Co., Ltd 10,000,000.00 2012.01.13 2013.01.13 The Zhongshan Power No Company Co., Ltd 50,000,000.00 2011.09.09 2012.09.09 The Zhongshan Power No Company Co., Ltd 35,684,000.00 2012.04.01 2013.04.01 The Zhongshan Power No Company Co., Ltd 9,200,000.00 2012.04.19 2013.04.19 The Zhongshan Power No Company Co., Ltd 35,000,000.00 2012.01.06 2013.01.06 The Zhongshan Power No Company Co., Ltd 50,000,000.00 2012.02.10 2013.02.10 The Zhongshan Power No Company Co., Ltd 10,000,000.00 2012.01.19 2013.01.19 The Zhongshan Power 30,000,000.00 2012.06.01 2012.09.01 No 116 - - Company Co., Ltd The Environmental No Company Protection Co., Ltd 10,000,000.00 2011.08.03 2012.08.03 The Environmental Company Protection Co., No Ltd 10,000,000.00 2012.06.12 2013.01.29 The Environmental No Company Protection Co., Ltd 10,000,000.00 2012.06.20 2013.06.20 The Environmental Company Protection Co., No Ltd 26,000,000.00 2009.11.06 2017.09.20 The New Power No Company Company 100,000,000.00 2012.06.29 2012.12.29 The New Power No Company Company 155,000,000.00 2011.12.23 2012.12.20 The New Power No Company Company 100,000,000.00 2011.12.22 2012.12.22 The New Power No Company Company 100,000,000.00 2011.12.29 2012.12.29 The New Power No Company Company 50,000,000.00 2012.04.28 2012.10.28 (4) Lending money of related party Unit: RMB Amount of Commencement Maturity Balance dated Related parties lending money date Date 30 June 2012 Note Borrowing Engineering Company 60,000,000.00 2011.11.21 2012.11.21 60,000,000.00 Engineering Company 30,000,000.00 2012.02.09 2013.02.09 13,400,000.00 Server Petrochemical Supplying Company 15,000,000.00 2011.08.30 2012.08.29 15,000,000.00 Server Petrochemical Supplying 10,000,000.00 2011.07.18 2012.07.17 10,000,000.00 117 - - Company Server Petrochemical Supplying Company 5,000,000.00 2012.02.10 2013.02.09 5,000,000.00 Weimei Power Company 30,000,000.00 2011.11.01 2012.11.01 30,000,000.00 Weimei Power Company 21,500,000.00 2011.10.14 2012.10.14 21,500,000.00 New Power Company 130,000,000.00 2011.12.07 2012.12.07 130,000,000.00 Shenzhong Development Company 30,000,000.00 2011.09.16 2012.09.16 30,000,000.00 Offering Shenzhong Development Company 545,245,758.05 2010.04.01 2011.12.31 545,245,758.05 Weimei Power Company 77,738,750.11 2011.07.15 2013.07.15 77,738,750.11 Zhongshan Power Company 8,060,000.00 2011.09.01 2012.09.01 8,060,000.00 Zhongshan Power Company 15,000,000.00 2011.09.06 2012.09.01 15,000,000.00 Zhongshan Power Company 40,000,000.00 2011.09.06 2012.09.06 40,000,000.00 Zhongshan Power Company 35,000,000.00 2011.09.08 2012.09.08 35,000,000.00 Zhongshan Power Company 100,000,000.00 2011.12.20 2012.12.20 100,000,000.00 Zhongshan Power Company 100,000,000.00 2012.01.11 2013.01.11 100,000,000.00 Zhongshan Power 55,000,000.00 2012-03.26 2013.03.26 55,000,000.00 118 - - Company Zhongshan Power Company 55,000,000.00 2012.03.28 2013.03.28 55,000,000.00 Zhongshan Power Company 55,000,000.00 2012.03.30 2013.03.30 55,000,000.00 (5) Fund occupation expenses Unit: RMB Price Related Transaction Transaction setting Jan-June 2012 Jan-June 2011 parties type content principal Fund Engineering occupation Interest expenses Note 2,889,935.12 1,180,500.00 Company expenses Server Fund Petrochemical occupation Interest expenses Note 1,051,057.77 - Supplying expenses Company Weimei Fund Power occupation Interest expenses Note 3,820,562.22 - Company expenses Zhongshan Fund Power occupation Interest income Note 23,818,124.00 14,573,326.22 Company expenses Weimei Fund Power occupation Interest income Note 2,373,644.30 1,032,217.76 Company expenses Shenzhong Fund Development occupation Interest income Note 18,291,045.37 17,279,288.97 Company expenses Note: payment for the use of state funds is calculated according to loan rate of current capital of peer banks. (6) Account receivable/payable of related parties Account receivable from related parties Unit: RMB Items Related parties 2012-6-31 2011-12-31 119 - - Other account Shenzhong Development 716,917,766.35 688,629,880.98 receivable Company Zhongshan Power Company 546,984,295.50 626,243,082.60 Weimei Power Company 77,738,750.11 85,437,069.99 Environment Protection 15,460,686.91 11,017,120.27 Company Server Petrochemical 6,279,375.00 6,279,745.17 Supplying Company Shennan Singapore Company 144,340.87 138,660.87 Syndisome Company 43,775.67 35,127.06 Dividend receivable New Power Company 597,875,904.41 597,875,904.41 Engineering Company 56,264,962.17 56,264,962.17 Other current assets Zhongshan Power Company - 205,000,000.00 Account payable to related parties Unit: RMB Item Related parties 2012-6-31 2011-12-31 Account received in Energy Holding 14,586,000.00 14,586,000.00 advance Server Petrochemical Account payable - 332,376.11 Supplying Company Other account payable New Power Company 597,332,718.07 776,413,945.94 Weimei Power Company 57,093,584.45 131,773,022.23 Engineering Company 77,202,614.06 81,036,534.88 Server Petrochemical 32,059,821.20 26,364,386.39 Supplying Company Syndisome Company 1,687,955.52 1,682,266.99 (XI) Supplementary information 1. Particulars about current non-recurring gains and loss Unit: RMB Amount of this Amount of last Item year year 120 - - Loss and gains of disposal of non-current assets -1,840.00 Government subsidies included in current gains and loss (excluding those closely in accordance with corporation business and enjoyed according to fixed amount under national united standard) 133,750.02 - Gains and loss from debts restructure - - Impairment reversal of accounts receivable with single devaluation test - - Import VAT refund for natural gas 29,672,435.72 Other non-operating income/expenses beside the above said items 260,474.50 250,055.79 Influence amount of income taxes - - Influence amounts of minority shareholders (after tax) -6,839,516.02 -59,553.95 Total 23,227,144.22 188,661.84 2. Return on equity and earnings per share Earnings per share Weighted average Basic earning s per Diluted earnings per Unit: RMB Profit in reporting period return on equity (%) share share Net profit attributable to ordinary -6.22% -0.18 Inapplicable shareholders of the Company Net profit attributable to ordinary shareholders of the Company -7.58% -0.21 Inapplicable deducting non-recurring gains and loss 121 - -