Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2012
2013-011
23April 2013
1
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section I. Important Notice, Contents and Paraphrase
Board of Directors, Supervisory Committee, all directors, supervisors and senior
executives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the
Company) hereby confirm that there are no any fictitious statements, misleading
statements, or important omissions carried in this report, and shall take all
responsibilities, individual and/or joint, for the reality, accuracy and completion
of the whole contents.
Yan Haixian, Principal of the Company, Fu Bo and Lu Xiaoping person in
charger of accounting works and Huang Jian, person in charge of accounting
organ (accounting principal) hereby confirm that the Financial Report of 2012
Annual Report is authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
The Company has no plan of cash dividend and bonus shares carried out, and
no capitalizing of public reserve either.
Users of financial statement should be attention to the statement of
“Contingency” carried in annotations of the financial statements: concerning the
liability and compensation after the termination of option contracts, Shen Nan
Dian and Jierun(Singapore) Private Ltd fail to reached an agreement, the two
parties will settle the dispute ultimately, through judicial way may have. Shen
Nan Dian confirmed no accrual liability in financial statement due to the
aforesaid events fails to be estimated reliably for the results. This paragraph has
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
no effect to the audit opinions which have issued.
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Contents
Annual Report 2012........................................................................................................................... 1
Section I Important Notice, Contents and Paraphrase................................................................... 6
Section II Company Profile............................................................................................................... 8
Section III Accounting data and summary of finnaical indexes................................................... 11
Section IV Report of the Board of Directors..................................................................................30
Section V Important Events............................................................................................................ 39
Section VI Changes in shares and particular about shareholders............................................... 46
Section VII Particulars about Directors, Supervisors,Senior Executives and Employees........ 56
Section VIII Corporate Governance............................................................................................... 62
Section IX Internal Control............................................................................................................. 64
Section X Financial Report.............................................................................................................. 65
Section XI Documents available for reference............................................................................... 70
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.
Shen Nan Dian Zhongshan Co Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian (Dongguan) Weimei Electric Power Co.,
Shen Nan Dian Dongguan Co Refers to
Ltd
Shenzhen Shennandian Turbine Engineering Technology
Shen Nan Dian Engineering Co., Refers to
Co., Ltd.
Shen Nan Dian Envionment Protection Shenzhen Shen Nan Dian Envionment Protection Co.,
Refers to
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 Power
Nanshan Power Factory Refers to
Co., Ltd.
Zhongshan Nam Long Power Plant of Shen Nan Dian
Zhongshan Nam Long Power Plant Refers to
(Zhongshan) Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian
Dongguan Gaobu Power Plant Refers to
(Dongguan) Weimei Electric Power Co., Ltd
Zhongshan Shenzhong Real Estate Investment Properties
Shenzhong Properties Company Refers to
Co., Ltd
Zhongshan Shenzhong Real Estate Development Co.,
Shenzhong Real Estate Company Refers to
Ltd
Syndisome Co., Refers to Hong Kong Syndisome Co., Ltd.
Jiangxi Nuclear Power Refers to CPI Jiangxi Nuclear Power Co., Ltd.
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section II Company profile
I. Company information
Short form of the stock Shen Nan DianA、B Stock code 000037、200037
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳南山热电股份有限公司
Chinese)
Short form of the Company
深南电
(in Chinese)
Legal representative Yang Haixian
Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province
Code for registrations add 518054
Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province
Codes for office add. 518053
Company’s Internet Web Site www.nsrd.com.cn
E-mail public@nspower.com.cn;investor@nspower.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Hu Qin
16/F-17/F, Hantang Building, OCT,
Contact add. Nanshan District, Shenzhen, Guangdong
Province
Tel. 0755-26948888
Fax. 0755-26003684
E-mail investor@nspower.com.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial Daily
Website for annual report publish appointed by http://www.cninfo.com.cn/
Preparation place for annual report Secretariat of the Board of Directors
IV. Registration changes of the Company
Date for registration Place for registration Registration NO. for No. of taxation Organization code
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
enterprise legal registration
license
No.18 Yueliangwan
Initial registration 1990-04-06 Avenue, Nanshan 440301501125497 440301618815121 61881512-1
District, Shenzhen
No.2097
Registration at end Yueliangwan
1990-04-06 440301501125497 440301618815121 61881512-1
of report period Avenue, Nanshan
District, Shenzhen
Changes of main business since listed (if
No changes
applicable)
All previous changes for controlling
No changes
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA Deloitte Touche Tohmatsu CPA (LLP)
Offices add. for CPA 13/F, China Resources Building, No. 5001 Shennan Rd. (E), Shenzhen, China
Signing Accountants Qian Changru
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
Changes over last year
2012 2011 2010
(%)
Operating income (RMB) 1,265,445,768.29 2,415,817,730.35 -47.62% 1,867,829,757.71
Net profit attributable to
shareholders of the listed -204,455,643.36 17,529,063.37 -1,266.38% -114,638,678.20
company(RMB)
Net profit attributable to
shareholders of the listed company
-323,272,643.93 -288,696,800.75 11.98% -240,261,931.27
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
106,047,443.83 272,285,341.26 -61.05% 25,897,944.97
operating activities(RMB)
Basic earnings per share
-0.34 0.03 -1,233.33% -0.19
(RMB/Share)
Diluted earnings per share
- - - -
(RMB/Share)
Return on Equity (%) -13.20% 1% -14.2% -6.38%
Changes over end of
End of 2012 End of 2011 End of 2010
last year (%)
Total assets (RMB) 5,536,067,729.98 5,982,450,115.15 -7.46% 5,278,954,349.90
Net assets attributable to
shareholder of listed company
(Owners’ equity attributable to 1,548,919,427.80 1,753,371,551.83 -11.66% 1,735,842,488.46
shareholder of listed company )
(RMB)
II. Difference of the accounting data under accounting rules in and out of China
Not applicable
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
III. Items and amounts of extraordinary profit (gains)/loss
Unit: RMB
Item Amount in 2012 Amount in 2011 Amount in 2010 Note
Gains/losses from the disposal of
non-current asset (including the write-off 1,136,165.09 113,277,953.88 11,170,697.70 -
that accrued for impairment of assets)
Governmental subsidy calculated into
current gains and losses(while closely
related with the normal business of the
2,217,106.02 245,208.34 50,000.00 -
Company, excluding the fixed-amount or
fixed-proportion governmental subsidy
according to the unified national standard)
Reversal of impairment reserve for account
- 1,185,260.28 1,680,000.00 -
receivable with separate impairment testing
Other non-operating income and expenditure
489,010.46 4,988,236.41 169,814,893.34 -
except for the aforementioned items
Import VAT refunds for natural gas 125,023,871.96 214,622,872.15 - -
Impact on income tax 414,701.91 8,532,710.17 35,825,730.26 -
Impact on minority shareholders’ equity
9,634,451.05 19,560,956.77 21,266,607.71 -
(post-tax)
Total 118,817,000.57 306,225,864.12 125,623,253.07 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
IV Others
according to the document(CK2012 No.13) issued by the ministry of finance, in case that the ending balance of “tax
payable-value-added tax payable” is recorded with debtor balance, it shall be recorded in the item of “other current assets” or
“other non-current assets” in the balance sheet based on the liquidity. If the balance is creditor’s balance, it shall be recorded in the
item of “tax payable” in the balance sheet. This year, the Group recorded the debtor’s balance of value-added tax payable in “other
current assets”, and restated the beginning amount accordingly.
Amount at
Item
Amount at year-end year-begin(re-stated)
VAT input tax deductibale (Note) 606,661,855.88 529,703,432.24
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section IV. Report of the Board of Directors
I. Introduction
(I) Industry Analysis and overview of operation for year of 2012
In 2012, influenced by the slowdown in nationwide economic growth, total electricity consumption of Guangdong Province was
461.941 billion KWH, an y-o-y 5.01% up, and the accelerate rate for electricity needs down rapidly. Along with the rapid growth of
outsourcing electric quantity (Western Electric), new units in Guangdong went into operation in succession, industrial electricity
consumption was in a low-price running trend, Guangdong electricity market had a balance between supply and demand, which
reduced the demands for power generation enterprises with gas turbine(“GT” for short). Meanwhile, because of the speedup of
Shenzhen power grid construction, provincial power grid continued to increase the power supply to Shenzhen. As a gas turbine
power generation enterprise by using natural gas as the fuel, the Company’s generating capacity was restricted by the government.
Furthermore, the natural gas has kept a high-price running trend and the feed-in tariff policy had not been implemented in time, the
Company has more difficult in operation.
In reporting period, the Company deeply explored the most economic running mode, expanded the economic operation results in the
premise of ensuring safety, and reduced production cost to the best of its ability. At the same time, strengthen budget management,
positively promoted the government to effectively implement the subsidy policy to power generation, closely followed the receipts
and disbursements of the subsidy, and strived for good purchase price and favorable payment days from natural gas suppliers.
However the generating capacity has reduced by 50% on a year-on-year basis, subsidy standard for power generation in Shenzhen
too low to cover the generation cost and the subsidy has been delayed severely, the Company has not got rid of the operating loss yet.
II. Main business analysis
1. Introduction
Business scope of the Company including production and operation of power-up and heat supply, engaged in the relevant technology
consultant and technology service of power plant (station). The Company mainly operated electricity generation, owes three
wholly-owned or controlling power plants in total in Shenzhen, Zhongshan and Dongguan, and all of them are located in the power
load center of Pearl River Delta, meanwhile the Company participated in stock of the investment construction of Jiangxi Nuclear
Power.
Name of the company Energy output (KWH) Same period of last y-o-y changes
year
Nanshan Power Factory(including units belongs to 10.38 20.94 50.43%
New Power Co.,)
Zhongshan Nam Long Power Plant 4.75 8.18 41.93%
Dongguan Gaobu Power Plant 4.82 8.20 41.22%
Total 19.95 37.32 46.53%
During the report period, the main business income of the company was 1,265,445,800 yuan, reduced by 47.62% compared to the
same period of last year, which was mainly because the electricity sales, fuel sales, equipment sales and the sludge drying income
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
reduced in this year. The main business costs of the Company were 208,726,500 yuan, reduced by 41.85% compared to the same
period of last year, which was also because the electricity sales, fuel sales, equipment sales and the sludge drying income reduced in
this year. The operating profit of the company was –1,211,139,000 yuan, increased by 278,170,400 yuan compared to the same
period of last year, and the total profit was -232,145,000 yuan, reduced by 254,400,800 yuan compared to the same period of last
year.
Up to 31st, Dec., 2011, the Company has merged total assets of 5,536,067,700 yuan, reduced by 7.46% compared to the beginning of
the year; stockholder's equity was 1,722,811,300 yuan, thereinto, the stockholder's equity belonged to the parent company was
1,548,919,400 yuan, reduced by 2,044,521,200 yuan compared to the same period of last year.
The Company’s review and summarization to the progress of development strategy and operating plan disclosed in early days during
the report period
1. During the report period, the Company has realized “Four Not” safety management which provided important safeguards to the
company’s production and operation and sustainable development. Meanwhile, the Company has obtained the environmental credit
green card by implementing the environmental protection standardized management and completing the tasks of pollutants discharge
reduction. In 2012, the Company was awarded as “Pengcheng Advanced Enterprise of Waste Reduction” for the fourth time and
rated as “Fourth Batch of Energy-saving Demonstration Enterprise in Shenzhen”.
2. Due to the capital increase from each shareholder of Shen Nan Dian Zhongshan Company contribute based on shares-hold
proportion, in reporting period, register capital of this company increased to 746.8 million yuan from 396.8 million yuan with
asset-liability ratio reduced to 90% below, the asset structure and asset structure were improved obviously. After capital increase, this
company gradually returned the corporate loans by its own financing in the premise of guaranteeing operation funds, and effectively
reduced the funding risks in the company’s intra-system.
3. Shenzhong Real Estate Company and Shenzhong Property Company has made progress in the land revitalization, smoothly
promoted the land planning adjustment and reasonable allocated of land tax cost; all 400 Mu lands have been reckoned into the
transform range of “Three Old” of Zhongshan Government, and qualify the preferential policy.
4. Give full play to the advantage of existing circular economy projects in Nanshan Power Plant, proactively cooperated with
Shenzhen Energy Group Co., Ltd. to draw up the comprehensive energy solution in Qianhai, Shenzhen.
5. In order to supporting the integrated planning of Shenzhen Municipal Government, introduce distributed energy resource by
participate in the demonstration of “Construction Project of Core Promotion District of International Low-Carbon City of Longgang
Shenzhen”, implemented feasibility of CCHP, formulated the energy security plan for low-carbon city.
6. Strengthen risk prevention, further to improve general governance standards of the Company through vary efficiency controlling
measures, that is revised 14 items of internal control mechanism, Article of Association included, and implementation of internal
control system as well as self-evaluation.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
2. Revenue
Note:
In ten thousand yuan
Decrease/increase Decrease/increas
According Decrease/increase
Operation Operation Gross margin of operation e of gross margin
to industry or of operation cost
income cost (%) income over last over last year
products over last year (%)
year (%) (%)
Power
119,978.74 203,424.17 -69.550% -44.872% -39.758% -14.400%
generation
Heat
468.38 1,061.31 -126.591% -43.828% -19.910% -67.671%
generation
Project
1,216.00 1,111.19 8.619% -55.411% -26.217% -19.411%
contracts
Sludge
3,665.14 1,909.28 47.907% 31.229% 27.987% 1.317%
treatment
Other 1,077.52 851.12 21.011% -80.107% -82.317% 18.541%
Whether income from physical sales larger than income from labors or not
√ Yes □ No
Increase/decrease y-o-y
Industries Item 2012 2011
(%)
Sales volume 19.95 37.32 -46.54%
Output 19.95 37.32 -46.54%
Power
Inventory 0 0 0%
Market share (%) 26.09% 34.58% -12.49%
Data sources: Gas Turbine Association of Guangdong Province
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Affected by the insufficient subsidies, generation from 9E units are strictly control by power competent authorities of Guangdong
Province and Shenzhen in 2012.
Material orders in hands
□ Applicable √ Not applicable
Material changes or adjustment for products or services of the Company in reporting period
□ Applicable √ Not applicable
Major sales of the Company
Total top five clients in sales (RMB) 1,252,679,924.43
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Proportion in total annual sales volume for top five clients
98.99%
(%)
Information of top five clients of the Company
□Applicable √Not applicable
3. Cost
Industry classification
Unit: RMB
2012 2011
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Power, heat
Energy industry 2,051,647,473.35 98.47% 3,415,425,758.86 98.48% -0.01%
supply
Engineering Income from
11,111,944.29 0.53% 15,060,357.05 0.43% 0.1%
service engineering
Other income Sludge drying 20,811,326.18 1% 37,681,376.60 1.09% -0.09%
Product classification
Unit: RMB
2012 2011
Product Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Electricity sales Power supplying 2,034,241,697.87 97.63% 3,376,806,451.46 97.37% 0.27%
Heat sales Heat supplying 10,613,093.88 0.51% 13,251,499.50 0.38% 0.13%
Fuel sales Fuel supplying 6,792,681.60 0.33% 23,455,057.32 0.68% -0.35%
Engineering Income from
11,111,944.29 0.53% 15,060,357.05 0.43% 0.10%
service engineering
Sludge drying Sludge treatment 19,092,809.55 0.92% 14,917,789.76 0.43% 0.49%
Equipment sales Equipment export 0 0.00% 22,763,586.84 0.66% -0.66%
Oil transport
income, access
Other income 1,718,516.63 0.08% 1,912,750.58 0.06% 0.03%
fee of Huidong
wharf
Note
Nil
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,849,000,000.00
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Proportion in total annual purchase amount for top five
96.5%
suppliers (%)
Information of top five suppliers of the Company
□Applicable √Not applicable
4. Expenses
Item 2012 2011 +,- changes Reasons
Sales expenses 2,308,615.35 818,301.34 182.12% Transportation charge increased in this year
Income tax The switched back deferred income tax
2,859,105.88 13,224,142.33 -78.38%
expenses assets decreased in this year
5. Cash flow
Unit: RMB
Item 2012 2011 Y-o-y changes (%)
Subtotal of cash in-flow from
2,525,905,633.47 3,958,355,123.14 -36.19%
operation activity
Subtotal of cash out-flow from
2,419,858,189.64 3,686,069,781.88 -34.35%
operation activity
Net cash flow from operation
106,047,443.83 272,285,341.26 -61.05%
activity
Subtotal of cash in-flow from
110,965,236.71 239,592,093.98 -53.69%
investment activity
Subtotal of cash out-flow from
100,356,408.59 166,848,984.75 -39.85%
investment activity
Net cash flow from investment
10,608,828.12 72,743,109.23 -85.42%
activity
Subtotal of cash in-flow from
3,937,782,500.87 4,606,524,953.89 -14.52%
financing activity
Subtotal of cash out-flow from
4,157,009,818.55 4,912,866,159.58 -15.39%
financing activity
Net cash flow from financing
-219,227,317.68 -306,341,205.69 -28.44%
activity
Net increased amount of cash
-102,466,870.71 37,932,178.08 -370.13%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
Item 2012 2011 +,- changes Reasons for changes
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Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
1 The account paid in advance for
Account paid in advance 12,132,738.08 31,576,397.23 -61.58% purchasing natural gas decreased in
this year
2 Equity transfer amount of Jiangxi
Other account payable 16,297,883.22 124,599,842.72 -86.92% Xinchang Company has received in
this year
3 Long-term equity More capital invested for Jiangxi
49,315,000.00 37,315,000.00 32.16%
investment Nuclear Power in this year
4 Long-term prepaid Long-term prepaid expenses have
45,822.68 95,810.84 -52.17%
expenses been amortized at year-begin
5 Note payable 29,670,000.00 43,820,200.00 -32.29% Less notes issued in this year
6 Account payable for fuels decreased in
Account payable 70,970,449.91 214,748,889.66 -66.95%
this year
7 Taxes payable
2,961,440.37 7,802,638.34 -62.05% The payable income taxes decreased
(restatement)
8 Non-current liability due Long-term loans due within one year
- 50,000,000.00 (100.00%)
within one year have been paid in this year
9 Long-term loans have been paid in this
Long-term loans 16,000,000.00 26,000,000.00 (38.46%)
year
10 Other non-current Government grants with assets
44,015,465.64 5,104,791.66 762.24%
liabiity concerned have received in this year
11 Retained profit 249,614,987.36 454,070,630.72 (45.03%)Net profit in this year decreased
12 Due to the decrease of income from
Operation income 1,265,445,768.29 2,415,817,730.35 (47.62%) power sales, fuel sales, equipment
sales and sludge drying in this year
13 Due to the decrease of cost in power
Operation cost 2,087,264,770.22 3,589,704,382.71 (41.85%) sales, fuel sales, equipment sales and
sludge drying in this year
14 Urban maintenance and construction
Business tax and extra 7,623,350.20 12,574,988.91 (39.38%) tax as well as others decreased in this
year
15 Transportation fee increased in this
Sales expenses 2,308,615.35 818,301.34 182.12%
year
16 Investment income - 23,329,325.70 (100.00%)No equity transfer in this year
17 Fuel subsidy income and VAT on
Non-operation income 979,204,618.46 1,516,790,851.26 (35.44%) imports refunds of natural gas in this
year decreased
18 Non-operation Losses on retirement of fixed assets in
210,609.14 5,225,709.23 (95.97%)
expenditure this year decreased
19 Switched back deferred income tax
Income tax expenses 2,859,105.88 13,224,142.33 (78.38%)
assets in this year decreased
20 Net profit attributable to (204,455,643.36) 17,529,063.37 (1,266.38%)Due to the net defecit in this year
15
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
shareholder of parent
company
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□Applicable √Not applicable
III. Composition of main business
Unit: RMB
Increase/decrease
Increase/decrease Increase/decrease
Operating Gross profit ratio of operating
Operating cost of operating cost of gross profit
revenue (%) revenue y-o-y
y-o-y (%) ratio y-o-y (%)
(%)
According to industries
Energy industry 1,211,995,839.00 2,051,647,473.35 -69.28% -45.25% -39.93% -14.99%
Engineering
12,160,000.00 11,111,944.29 8.62% -55.41% -26.22% -36.16%
service
Other income 39,901,929.49 20,811,326.18 47.84% -25.02% -44.77% 18.65%
According to products
Electricity sales 1,199,787,354.02 2,034,241,697.87 -69.55% -44.87% -39.76% -14.40%
Heat sales 4,683,808.67 10,613,093.88 -126.59% -43.83% -19.91% -67.67%
Fuel sales 7,524,676.31 6,792,681.60 9.73% -72.27% -71.04% -2.56%
Engineering
12,160,000.00 11,111,944.29 8.62% -55.41% -26.22% -36.16%
service
Sludge drying 36,651,416.83 19,092,809.55 47.91% 31.23% 27.99% 1.32%
Equipment sales - - - - -
Other income 3,250,512.66 1,718,516.63 47.13% 86.70% -10.15% 47.13%
According to region
Domestic 1,253,817,768.49 2,074,112,596.63 -65.42% -65.42% -39.79% -13.37%
Overseas 10,240,000.00 9,458,147.19 7.64% 7.64% -59.39% -10.5%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
IV. Assets and liability analysis
1. Major changes of assets
Unit: RMB
End of 2012 End of 2011 Ratio Notes of major changes
16
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Ratio in total Ratio in total changes
Amount Amount
assets (%) assets (%) (%)
Cash in-flow from operation and
526,852,121.4
Monetary fund 9.52% 695,095,052.12 11.62% -2.1% investment activities decreased in this
1
year
Account 924,997,868.1 Receivable subsidies decreased in this
16.71% 934,640,019.03 15.62% 1.09%
receivable 5 year
1,220,486,524. 1,258,195,597.
Inventory 22.05% 21.03% 1.02% Disposal of fuel oil in this year
51 25
Investment real
4,429,359.55 0.08% 4,872,045.07 0.08% 0% -
estate
Long-term equity More capital invested for Jiangxi
49,315,000.00 0.89% 37,315,000.00 0.62% 0.27%
investment Nuclear Power in this year
Fixed assets are depreciated normally
2,040,100,204. 2,227,103,579.
Fix assets 36.85% 37.23% -0.38% in this year and withdrawal the
81 26
impairment provision
Construction in
47,177,164.98 0.85% 46,866,969.48 0.78% 0.07% -
progress
2. Major changes of liability
Unit: RMB
2012 2011 Ratio
Ratio in total Ratio in total changes Notes of major changes
Amount Amount
assets (%) assets (%) (%)
3,210,361,552. 3,265,824,953.
Short-term loans 57.99% 54.59% 3.4% Loans from the bank decreased
86 89
Long-term loans 16,000,000.00 0.29% 26,000,000.00 0.43% -0.14% Long-term loans are paid in this year
3. Assets and liability measure by fair value
Unit: RMB
Accumulative
Gains/losses of Impairment Amount
Amount at changes in fair Sale amount in Amount at
Item changes in fair accrual in this purchased in
period-begin value reckoned this period period-end
value period this period
into equity
Financial assets
Total for the
0.00 0.00
above
17
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Financial
0.00 0.00
liability
Whether measurement attributes for main assets of the Company in report period have major changes or not
□ Yes √No
V. Core Competitiveness Analysis
After succeeding in the transformation of the power generation fuel clean energy of the subordinate gas turbine power plant, the
Company takes the lead in implementing the technical improvement projects of energy conservation and emission reduction such as
low-nitrogen combustion transformation, and minimizes the influence of power generation to the environment, at the same time,
positively popularizes cyclic economy projects such as sludge drying, and realizes the transformation from a traditional power plant
to an energy graded and comprehensive use enterprise that is capable of regional power supply, cooling, heating (hot water and steam)
and sludge resources treatment. In October, 2012, the Company was awarded as ‘National Advanced Unit of Cyclic Economy” by the
National Development and Reform Committee, and is one of the four national advanced units in Guangdong province.
Gas turbine power generation belongs to technology intensive industry, as the leader in this field; the Company once won the title of
“The Largest Gas Turbine Power Generation Enterprise in the Country”, and is still the enterprise that possesses the most PG9171E
gas - steam combined cycle generating units, and acts as the director of Guangdong gas turbine power generation association. In
twenty years, the Company has received and developed many technical experts of gas turbine, meanwhile, it has utilized the rich
experience accumulated in the construction and operations management of large-scale gas turbine power plant, strengthened the
communication and cooperation in the same industry, forged talent training base for gas turbine, and established a good foundation
for the company’s development.
As the gas turbine units have good performance in peak-shaving and obvious effects of gas power generation in environmental
protection and emission reduction, whether it is for power grid emergency peak-shaving, regional security assurance, or the demands
for environmental protection, it plays an indispensable role in the economically developed coastal areas. Along with the
implementation of electrovalence system, gas turbine enterprises still possess certain competitiveness and living space.
VI. Investment analysis
1. Equity investment outside
(1) Investment outside
Investment outside
Investment for year of 2012 (RMB) Investment for year of 2011 (RMB) Changes
12,000,000.00 0.00 100%
Invested company
Proportion of equity in invested company
Name Main business
for listed company (%)
Development, construction and
CPI Jiangxi Nuclear Power Co., Ltd. 5%
management of nuclear power projects;
18
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
producing electricity and relevant
products; foreign trade business (excluding
import and export business for commodity
of state-run trade management); (except for
the projects with special permission of the
State)
(2) The Company holds no equity of other listed company and no share-participated in financial enterprises
of commercial bank, securities company, insurance company, trust company and futures company.
2. Trust financing, derivative investment and entrusted loans
The Company has no trust financing, derivative investment and entrusted loans in reporting period.
3. Application of raised proceeds
In reporting period, the Company has no fund raised and no fund raised used in this period continued from previous period either.
4. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
Main Operating
Company Register Total assets Net Assets Operating Net profit
Type Industries products or revenue
name capital (RMB) (RMB) profit (RMB) (RMB)
service (RMB)
Technology
developmen
t regarding
to
application
of
remaining
Shenzhen
heat RMB
New Power Subsidia Power 1,083,751,719. 81,765,328.5 126,512,565. -103,564,968. -103,564,968.
(excluding 113,850,00
Industrial ry industry 12 8 30 70 70
restricted 0
Co., Ltd.
items) and
power
generation
with
remaining
heat. Add:
power
19
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
generation
through
burning
machines.
Shenzhen
Shen Nan
Dian
Subsidia Craft Sludge 144,656,865.4 74,583,786.8 36,651,416.8
Environme 79,000,000 -66,565.89 -66,565.89
ry industry treatment 0 0 3
nt
Protection
Co., Ltd.
Zhongshan
Shenzhong
Real Estate Subsidia Real 135,561,725.5 -61,304,173.
Real estate 60,000,000 0.00 -8,128,427.75 -8,128,427.75
Investment ry estate 8 79
Properties
Co., Ltd
Engaged in
the
technology
consultant
service of
gas-steam
combined
cycle power
plant
(station),
Shenzhen maintenanc
Shennandia e and
n Turbine Subsidia Technolo overhaul of 125,551,625.8 62,240,807.0 12,160,000.0
1,0000000 5,016,222.99 3,605,224.27
Engineering ry gy running 2 1 0
Technology equipment
Co., Ltd. for
gas-steam
combined
cycle power
plant
(station).
Import and
export of
goods and
technology
(excluding
20
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
distribution
and
monopolize
d
commodity
of the State)
Shenzhen Self-operati
Server on of fuel
Petrochemi Subsidia oil or 78,437,911.7 12,182,688.2 -11,168,907.8 -12,379,953.4
Fuel 5,3300000 91,822,758.60
cal ry import 3 4 9 1
Supplying agent
Co., Ltd business
power
generation
by burning
machines,
power
generation
by
remaining
heat, power
supply and
heat supply
(excluding
Shen Nan
pipeline
Dian
network of
(Zhongshan Subsidia Electricit 1,139,331,354. 137,932,097. 300,600,376. -14,967,298.0 -14,967,298.0
heat 74,6800000
) Electric ry y 23 50 07 8 8
supply),
Power Co.,
lease of
Ltd.
dock and
oil storage
(excluding
oil
products,
dangerous
chemicals
and
inflammabl
e and
explosive
materials).
Shen Nan Subsidia Electricit Constructio US $ 35.04 1,066,211,647. 300,029,437. 245,747,656. -22,525,212.8 -23,118,920.2
Dian ry y n and million 90 60 22 0 4
21
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
(Dongguan) operation of
Weimei natural gas
Electric power
Power Co., plants.
Ltd
Shen Nan
Investme No main RMB
Energy Subsidia 346,042,100.5 330,631,918.
nt business 6.7038 0.00 -54,462.27 -54,462.27
(Singapore) ry 1 09
holding operated million
Co., Ltd.
Mainly in
charge of
developmen
t,
constructio
n and
CPI Jiangxi
Stock operation RMB
Nuclear Nuclear 2,504,649,161. 962,727,000.
jointly managemen 1,727,270,0 0.00 0.00 0.00
Power Co., Power 35 00
company t of 00
Ltd.
projects,
producing
and sales of
power and
relevant
products
Zhongshan
Shenzhong RMB
Subsidia Real 1,063,591,472. 30,205,558.0 -51,083,066.0 -51,083,066.0
Real Estate Real Estate 177,800,00 0.00
ry Estate 96 0 0 0
Developme 0
nt Co., Ltd
Notes of main subsidiaries and stock-jointly companies
Particular about subsidiaries obtained or disposed in report period
□ Applicable √ Not applicable
5. Major projects invested by non-raised fund
In ten thousand yuan
Accumulated fund
Project Total investment Invested in this year actually till end of Progress Project benefit
this period
CPI Jiangxi Nuclear Conducting prelimi
34,785.00 1,200.00 4,931.50 N/A
Power Co., Ltd. nary works
Total 34,785.00 1,200.00 4,931.50 -- --
22
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Explanation on major projects invested by non-raised fund
N/A
VII. Prospect for future development of the Company
(I) Industry development trend and competition pattern
Under the existing electricity price system, the operation difficulty in front of the Company for year of 2013, is hard to have a
fundamental transformation, competition within the industry comes increasingly.
In 2013, power demands in Guangdong Province continues to keep growth in a low rapid, meanwhile, suffer from the increase of
electricity from Western Electric to Guangdong and installed electricity capacity newly increased, the shares in electricity market has
squeeze furtherly. The grid power capacity expected to be sufficient in 2013 and tighten of power transmission on floor will continue.
Natural gas has a possibility in a high-price, Shenzhen power grid implemented economic dispatch, and the power subsidy policy has
more uncertainty and brings more difficulty in decision-making of operation for the Company.
However, along the gradually implementation of Feed-in Tariff of GT in Guangdong Province, and publish of “the 12th Five-Year
Plan of Guangdong Energy Development”, GT enterprise has a new development opportunity to come. As a great GT enterprise
specialized in gas power generation, the circular economy projects, first implemented by the Company, is satisfy the requirement of
sustainable development strategy implanted by the Country.
(II) Operation plan for year of 2013
In 2013, under premise of assure the security of capital and production in whole year, the Company continues to stand in liquidize
remnant assets, seized development opportunity to implemented industry upgrade. Works are mainly to implemented as:
1. Earnestly operating safety, economically and environment friendly, promoted standardization and improve the standardized
management and supervise in progress of production, offers an important protection on production target of 2013 and sustainable
development of the Company.
2. Expanding financing channels effectively manage the capital within the system; reinforce budget enforcement, guarantee a capital
needs for daily operation activity of the Company and new investment projects, prevented financial risks.
3. Shenzhong Real Estate Company and Shenzhong Property Company totally start and implement the land development projects of
400 Mu lands in Zhongshan.
4. With gradually improvement in supplying condition for natural gas, the Company will seize new development opportunity in GT
industry, improve the viability and development in future through totally demonstration and analysis.
5. Give full play to the geographical advantage of 9E units of Nanshan Power Plant in Qianhai area of Shenzhen; proactively
participate in energy construction in Qianhai and to take the initiative in aspect of upgrading, renovating and future development
subsequently.
6. Continues to promoting construction of internal control system, perfected the risk management system, capital control with land
development projects involved and project supervision in particular.
23
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
VIII. Statements of the board of directors to the “Modifications to the Auditor’s Report” of the accounting
firm during this report period
Based on the opinions of independent practicing lawyer on “explanation on other significant events”, the board of
directors thought that: 1. Two letters of confirmation and the transaction have been terminated by the both parties;
2. The Company is unaware of any information or evidences that has been instituted judicial process because of
the option contract dispute, the development of this matter exists many uncertainties, it’s impossible to estimate
the subsequent development process, the loss amount and possible results of the option contract dispute at this
stage; 3. As the final results cannot be reasonably and reliably estimated at present, the estimated liabilities
shouldn’t be confirmed in the financial statements of 2012.
Matters referred to the modified opinions haven’t obviously violated the rules of accounting standards, system and
relevant information disclosure regulations.
IX. Compared with the financial reports of previous year, presentation of the changes in accounting
policies, accounting estimate and accounting methods
To further truly reflect the use condition of the fixed assets of the Company and make the accounting estimate of both the Company
and the subsidiaries keep consistent, since 1st, Jul., 2012, the depreciation life of the houses and buildings of the Company’s
subsidiaries was changed from 20-40 years to 20 years, the depreciation life of the means of transport was changed from 5-12 years
to 5 years, and the depreciation life of other equipments was changed from 5-8 years to 5 years; the depreciation life of turbo
generator units and machinery equipments of Zhongshan Power Co., Ltd and Weimei Power Co., Ltd was changed from 10-20 years
to 15 years, the working capacity of gas turbine generator units was changed from 100,000 hours to 60,000 hours, the depreciation
method of steam turbine generator units (#2, 4 generator units of Zhongshan Power Co., Ltd and #2, 4 generator units of Weimei
Power Co., Ltd ) was changed from units-of-production depreciation method to straight-line-method. “Motion about the depreciation
and accounting estimate change of fixed assets” was deliberated and passed by the ninth meeting of the sixth board of directors on
31st, May, 2012. The report items affected by accounting estimate change include fixed assets, operating costs, selling expenses, and
administrative expenses. By measuring and calculating, the combined net profit increased because of accounting estimate change is
1,727,022.68 yuan, thereinto, the net profit belongs to shareholders of the parent company is 1,210,352.98 yuan.
X. Particular about major accounting errors correction that needs retroactive re-statement in
reporting period
Not applicable
XI. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
Not applicable
XII. Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period, cash bonus policy in particular
24
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
1. In May, 2012, the Company established cash dividends policy and revised “Articles of Association” in accordance with “Decision
to revise the provisions of cash dividends in listed company” of China Securities Regulatory Commission. The Company’s profit
distribution plan of 2010 was considered and adopted by the fortieth meeting of the fifth board of directors and 2010 annual general
meeting of stockholders, and the profit distribution plan of 2011 was considered and adopted by the seventh meeting of the sixth
board of directors and 2011 annual general meeting of stockholders, and the cash dividends met the requirements of decision-making
procedures and “Articles of Association”.
2. During the report period, in accordance with the requirements of “Notification about seriously implementing the notification to
further implement the issues related to cash dividends in listed companies” (Shenzhen Bureau Zi No.[2012]43) issued by Shenzhen
Securities Regulatory Bureau, the Company provided opportunities for shareholders to fully express opinions and demands via
telephone, fax, email and investor interactive platform, combined the actual situation of the company and prepared “Returns Planning
of Shareholders in the Next Three Years” (2012 to 2014), defined the dividend standard and proportion, and completed relevant
decision-making procedures and mechanism, the independent directors performed corresponding duties and made independent
opinions, maintained the legitimate interests of all shareholders especially the medium and small shareholders, and revised relevant
profit distribution policy terms of “Articles of Association”. “Returns Planning of Shareholders in the Next Three Years” (2012 to
2014) and newly revised “Articles of Association” have been considered and adopted by the tenth meeting of the sixth board of
directors and have been submitted to the second extraordinary shareholders’ meeting of 2012 for deliberation before being
implemented.
Profit distribution plan and capitalizing of common reserves plan in reporting period are complying with relevant regulations of
Article of Association.
Profit distribution plan and capitalizing of common reserves plan in latest three years (including the reporting period)
1. Being audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for year of
2010 amounting as RMB -114,638,678.20. The Company has no plans of surplus accumulation fund accrual, no profit distribution
plan and capitalizing of common reserves either.
2. Being audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for year of
2011 amounting as RMB17, 529,063.37. The Company has no plans of surplus accumulation fund accrual, no profit distribution plan
and capitalizing of common reserves either. During the report period, account receivable at year-end increased dramatically due to
the serious lags for recovery of government subsidy of power generation; furthermore, the unexploited land of inventory at year-end
amounting to RMB 1.1 billion, 88.15% in total inventory of the Company and takes part of the current capital for the Company; the
Company still has a financial strain due to the unexploited land in reporting period without relevant cash flow generated. In reporting
period, the Company’s asset-liability ratio up to 65%, current ratio and quick ratio still in a low standards, and has a weak short-term
debt paying ability in the whole Company.
In order to ensure the safety for capital chain of the Company, guarantee normal operation production, the Company plans no cash
dividend for year of 2011 for invest operation production with limit funds. Meanwhile, with purpose of upgrading the short-term debt
paying ability and improve the whole profitability of the Company, combine with operation status and development requirement, the
retained profit RMB 454,070,630.72 till end of 2011 will carried forward to the next year for supplement current capital of daily
operations.
3. Being audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for year of
2012 amounting as RMB -204,455,643.36. The Company has no plans of surplus accumulation fund accrual, no profit distribution
plan and capitalizing of common reserves either.
25
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Cash dividend in latest three years
Unit: RMB
Net profit attributable to Ratio in net profit attributable to
Amount for cash bonus (tax shareholders of listed company shareholders of listed company
Year for bonus shares
included) in consolidation statement for contained in consolidation
bonus year statement (%)
2012 0.00 -204,455,643.36 0%
2011 0.00 17,529,063.37 0%
2010 0.00 -114,638,678.20 0%
The Company gains profits in reporting period and the retained profit of parent company is positive but no plan of cash dividend
proposed
□ Applicable √ Not applicable
XIII. Social responsibility
The Company attaches importance to fulfilling social responsibilities, managing and realizing the healthy and harmonious
development between enterprise and employees, enterprise and society, and enterprise and environment. The Company has
established scientific safety production management system, strict operation standards and comprehensive contingency plan, and has
improved the inspection and supervision mechanism. During the report period, the Company has realized “Four Not” safety
management and completed the tasks of pollution reduction. In 2012, the Company won the environmental credit green card, had the
honor to get “National Advanced Unit of Cyclic Economy”, was rated as “Fourth Batch of Energy-saving Demonstration Enterprise
in Shenzhen”, awarded as “Pengcheng Advanced Enterprise of Waste Reduction” for the fourth time, and also awarded as
“Advanced Enterprise for Implementing Safety Production” by Nanshan District, Shenzhen. The Company protected all legitimate
interests of the personnel according to the law, concerned the physical and psychological health of the staff, and actively built a
harmonious labor relationship.
XIV. In the report period, reception of research, communication and interview
Contents discussed and
Time Place Way Type Reception
material provided
Conference room Operation status of the
2012-06-20 Field research Individual Dai Qiwei
of the Company Company
Telephone Resumption time of the
2012-11-13 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-13 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-13 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-13 The Company Individual Investor
communication Company
26
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Telephone Resumption time of the
2012-11-14 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-14 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-14 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-14 The Company Individual Investor
communication Company
Telephone Resumption time of the
2012-11-14 The Company Individual Investor
communication Company
Telephone
2012-12-18 The Company Individual Investor Floor area of the Company
communication
27
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section V. Iimportant Events
I. Significant lawsuits and arbitrations of the Company
The Company has no significant lawsuits and arbitration in this period.
Questioned from media
No media questioned for the Company in reporting period
II. Bankruptcy reorganization
No bankruptcy reorganization occurred in reporting period
III. Assets transaction
The Company has nor major assets acquisition, assets sales and enterprise combination in reporting period.
IV. Implementation and its influence of equity incentive plan
In reporting period, the Company has no plan of equity incentive formulated.
V. Material related transactions
1. In reporting period, the Company has no daily operational related transactions with assets acquisition
and sold concerned as well as major related transactions for jointly investment outside either
2. Contact of related credit and debt
Whether exist non-operating contact of related credit and debt or not
√Yes □No
Balance of Amount of the
Whether exist Balance at
period-begin period
Related Type of credit Forming non-operation period-end (in
Related party (in 10 occurrence (in
relationship and debt reason al capital 10 thousand
thousand 10 thousand
occupying yuan)
yuan) yuan)
Current
Shenzhen Shennandian
account from
Turbine Engineering Subsidiary Other payable No 8,103.65 2,390.07 10,493.72
daily
Technology Co., Ltd.
operation
Shenzhen Shennandian
Dividend Profit
Turbine Engineering Subsidiary No 5,626.50 0.00 5,626.50
receivable distribution
Technology Co., Ltd.
28
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Current
Shen Nan Dian
Other account from
(Zhongshan) Electric Subsidiary No 62,624.31 -6,106.83 56,517.48
receivables daily
Power Co., Ltd.
operation
Current
Zhongshan Shenzhong
Other account from
Real Estate Subsidiary No 68,862.99 4,719.63 73,582.62
receivables daily
Development Co., Ltd
operation
Shen Nan Dian Current
(Dongguan) Weimei Other account from
Subsidiary No 8,543.71 -433.44 8,110.27
Electric Power Co., receivables daily
Ltd operation
Shen Nan Dian Current
(Dongguan) Weimei account from
Subsidiary Other payable No 13,177.31 -10,848.75 2,328.56
Electric Power Co., daily
Ltd operation
Current
Shenzhen New Power account from
Subsidiary Other payable No 77,641.40 -15,809.99 61,831.41
Industrial Co., Ltd. daily
operation
Shenzhen New Power Dividend Profit
Subsidiary No 59,787.59 0.00 59,787.59
Industrial Co., Ltd. receivable distribution
Current
Shenzhen Server
account from
Petrochemical Subsidiary Other payable No 2,636.44 1,017.93 3,654.37
daily
Supplying Co., Ltd
operation
Current
Shenzhen Server
Other account from
Petrochemical Subsidiary No 627.94 0.00 627.94
receivables daily
Supplying Co., Ltd
operation
Current
Shenzhen Shen Nan
Other account from
Dian Environment Subsidiary No 1,101.71 -940.66 161.05
receivables daily
Protection Co., Ltd.
operation
Current
Shen Nan Energy Other account from
Subsidiary No 13.87 0.56 14.43
(Singapore) Co., Ltd. receivables daily
operation
Current
Hong Kong Other
Subsidiary account from No 3.51 1.35 4.86
Syndisome Co., Ltd. receivables
daily
29
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
operation
Current
Hong Kong Other account from
Subsidiary No 168.23 -0.52 167.71
Syndisome Co., Ltd. payables daily
operation
Account for
Account
Shenzhen Energy Shareholder capacity
received in No 1,458.60 0.00 1,458.60
Group Co., Ltd. party received in
advance
advance
Influence on operation results and Influence on operation results and financial status from related credit and debts: current
financial status from related credit and assets decrease RMB 27.594 million in this period, and current liability has RMB 232.5126
debts million decreased.
5. The Company has no other material related transactions in reporting period.
VI. Major contract and implantation
1. Trusteeship, contract and leasing
(1) Explanation on trusteeship
As for the Assets Custody Operation Contract in Connection with Burning Machine-Stream Joint Cycle Heat Power Generation
Machine Unit entered into in February 2003, the Company was entrusted to operate and manage the power generation machine unit
owned by its wholly-owned subsidiary New Power Company. The custody business service charge RMB 5.05 million was obtained
by the Company in reporting period.
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(2) Leasing
Explanation on leasing
Condition of rent out
Unit: RMB
Lessor Lessee Assets leasing Amount of Start date for Leasing end Leasing Income Income influence
assets lease leasing income determine the Company from
basis leasing
The Zhongshan Spare parts 564,991.02 2012.12.31 Dated of 17,500.00Strike Net profit
Company Power low-nitrogen price 17,500.00 yuan
Company transformatio inceased in profit
n completed statement of the
for Company
Zhongshan
Power
Company in
30
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
2014
The Weimei Spare parts 9,717,067.50 2009.08.28 Next 16,028.35Strike Net profit
Company Power overhaul price 16,028.35 yuan
Company period of 3# inceased in profit
power unit of statement of the
Weimei Company
Power
Company
The Serve Supply Storage tank 429,512.78 2012.01.01 2012.08.13 295,592.80 Strike Net profit
Company Company price 295,592.80 yuan
inceased in profit
statement of the
Company
The Enviornment Lans - 2011.01.01 2014.12.31 1,152,000.00 Strike Net profit
Company protection price 1,152,000.00 yuan
company inceased in profit
statement of the
Company
The Enviornment Office 3,533,679.16 2012.01.01 2014.12.31 660,000.00 Strike Net profit
Company protection building price 660,000.00 yuan
company inceased in profit
statement of the
Company
Condition of rent in
Unit: RMB
Lessor Lessee Assets leasing Amount of Start date for Leasing end Expenditure Expenditur Expenditure
assets lease leasing for leasing e influence the
determine Company from
basis leasing
Zhongshan The Spare parts 410,649.60 2012.4.25 Date of one 600,150.29 Strike Net profit
Power Company month ended price 600,150.29 yuan
Company after next deceased in profit
overhaul statement of the
completed of Company
1#
generation
unit of the
Company
Projects brings gains/losses to total net profit of the Company with over 10% in reporting period
□ Applicable √ Not applicable
(3) The Company has no other material entrust and contract except for the above said
31
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
2. Guarantee
In ten thousand yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Guarante
Related Actual date of
Complete e for
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen related
ent (Date of
Company guaranteed limit guarantee limit type term tation or party
disclosure signing
not (Yes or
date agreement)
no)
Guarantee of the Company for the subsidiaries
Guarante
Related Actual date of
Complete e for
Announcem happening
Name of the Guarantee Actual Guarantee Guarantee implemen related
ent (Date of
Company guaranteed limit guarantee limit type term tation or party
disclosure signing
not (Yes or
date agreement)
no)
General
Weimei Power Co., 2012-04-24 10,000 2012-06-07 10,000 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 10,000 2012-06-05 10,000 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 10,000 2012-06-13 10,000 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 8,000 2012-06-20 8,000 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 2,000 2012-07-02 2,000 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 8,000 2012-06-09 8,000 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 3,745.13 2012-08-13 3,745.13 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 4,141.59 2012-08-20 4,141.59 One year No Yes
assurance
General
Weimei Power Co., 2012-04-24 22,113.28 2012-10-16 5,249.43 One year No Yes
assurance
Zhongshan Power General
2012-04-24 5,000 2012-09-11 5,000 One year No Yes
Co., assurance
Zhongshan Power General
2012-04-24 5,000 2012-10-26 5,000 One year No Yes
Co., assurance
Zhongshan Power General
2012-04-24 7,000 2012-01-13 7,000 One year No Yes
Co., assurance
Zhongshan Power General
2012-04-24 5,000 2012-02-10 5,000 One year No Yes
Co., assurance
32
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Zhongshan Power General
2012-04-24 1,000 2012-03-19 1,000 One year No Yes
Co., assurance
Zhongshan Power General
2012-04-24 4,900 2012-05-28 2,373.6 One year No Yes
Co., assurance
Envionment General
2012-04-24 1,000 2012-06-12 1,000 231 days No Yes
Protection Co., assurance
Environment General
2012-04-24 2,000 2012-12-06 2,000 One year No Yes
Protection Co., assurance
Environment General
2012-04-24 1,600 2009-11-06 1,600 8-year No Yes
Protection Co., assurance
Environment General
2012-04-24 1,000 2012-06-19 1,000 One year No Yes
Protection Co., assurance
General
New Power Co., 2012-04-24 10,000 2012-12-26 10,000 One year No Yes
assurance
General
New Power Co., 2012-04-24 10,000 2012-11-27 10,000 One year No Yes
assurance
General
New Power Co., 2012-04-24 10,000 2012-11-26 10,000 One year No Yes
assurance
Total amount of actual
Total amount of approving 141,500 occurred guarantee for
guarantee for subsidiaries in 122,109.75
subsidiaries in report period
report period (B1)
(B2)
Total balance of actual
Total amount of approved 141,500 guarantee for subsidiaries at
guarantee for subsidiaries at the 122,109.75
the end of reporting period
end of reporting period (B3)
(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 141,500 occurred guarantee in report 122,109.75
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 141,500 guarantee at the end of report 122,109.75
period (A3+B3) period (A4+B4)
The proportion of the total amount of actually guarantee in the
78.84%
net assets of the Company(that is A4+ B4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(C)
The debts guarantee amount provided for the guaranteed parties
116,509.75
whose assets-liability ratio exceed 70% directly or indirectly(D)
Proportion of total amount of guarantee in net assets of the
44,663.78
Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 161,173.53
Explanations on possibly bearing joint and several liquidating
无
responsibilities for undue guarantees
Explanations on external guarantee against regulated
无
procedures
33
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
3. Other material contracts
Appraisal
Book
value for
value of
assets
amount Base date Trading Whether Implement
Company involved
Name of involved Appraisal of assets price (in constitute Related ation
entered in Pricing
counterpar in contract agency (if evaluation 10 related relationshi ended as
into a contract(in principle
t (in 10 applicable) (if thousand transaction p reporting
contract 10
thousand applicable) yuan) or not period
thousand
yuan) (if
yuan) (if
applicable)
applicable)
Consisting
three parts:
price of
LNG,
comprehen
sive
service
charge and
Guangdon
taxes. The
g Trade
Shenzhen prices of Implement
Nanshan Branch of Reference
Power Co., Not applic Not Not Not LNG will Not ing
CNOOC to pricing No
Ltd. able applicable applicable applicable sets in two applicable relevant
Gas & principal
difference contracts
Power
prices in
Group
two period
times of
2013 and
2014 and
later
contract
years.
VII. Implementation of committment
1. Commitments made by the Company or shareholders holding above 5% shares of the Company in
reporting period or extending to reporting period.
No commitments made by the Company, directors, supervisors, senior executives and shareholders with over 5% shares held
(including 5%) may have important influence on the Company’s operation results and financial status occurred in this period or
extending to reporting period that occurred previously.
34
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
VIII. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Deloitte Touche Tohmatsu CPA (LLP)
Remuneration for domestic accounting firm (in 10
170
thousand Yuan)
Continuous life of auditing service for domestic
4-year
accounting firm
Name of domestic CPA Qian Changru
Whether re-appointed accounting firms in this period or not
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√ Applicable □Not applicable
In this year, Deloitte Touche Tohmatsu CPA (LLP) was appointed as the audit CPA for internal control of the Company, and totally
RMB 0.4 million was paid for internal control audit in period.
X. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Modifications to the Auditor’s Report” from the CPA
Supervisory Committee of the Board deliberated and thought that matters involved in this modified opinion didn’t obviously violate
the accounting standards, systems and regulations of relevant information disclosure standards. The special instructions made by the
board of directors are objective and consist with the facts.
Opinions made by independent directors are as below:
(I) Emphasis of Matter listed in Deloitte Touche Tohmatsu CPA (LLP) “Special Statements About Issuing Audit Report of Clean
Opinion with Emphasis of Matter to Shenzhen Nanshan Power Co., Ltd.” and “2012 Annual Audit Report of Shenzhen Nanshan
Power Co., Ltd.” reflects the responsibilities existed after terminating the transaction and compensatory possibilities.
(II) We agree “Special Instructions about 2012 Annual Audit Report with Emphasis of Matter” of the board of directors and hope that
the Company implements the possible measures to eliminate this matter and its influences proposed in “Special Instructions about
2012 Annual Audit Report with Emphasis of Matter” of the board of directors and feasibly maintains stockholders' equity by aiming
at the relevant contents of emphasis of matter.
XI. Penalty and rectification
Type of
Conclusion (if Index of
Name Type Reasons investigation and Disclosure date
applicable) disclosure
penalty
Juchao Website:
On-site
The Company Other Other Not applicable 2012-06-02 Notice No.:
inspection
2012-020
Explanation on rectification
35
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□Applicable √ Not applicable
XII. Explanation on other significant events
In March 2008, the Company signed two oil option contract confirmation letters (hereinafter referred to as “confirmation letter”) with
Jierun (Singapore) Private Company (hereinafter referred to as “Jierun Company”), of which the number was 65723977102.11 and
165723968102.11.
In 2009, the Company and Jierun Company had several rounds of negotiations about the disputes of these two conformation letters
on the basis of not affecting the rights of both parties, but didn’t reach an accommodation. On 27th, Nov., 2009, Jierun Company
authorized Allen & Overy International Law Firm (hereinafter referred to as “Allen & Overy”) to write to the Company which
required the Company to immediately pay Jierun Company USD 79,962,943.00 for the losses caused by the Company’s breach of
contract and USD 3,736,958.66 for the interests up to 27th, Nov., 2009, if the Company didn’t pay all above-mentioned money, Jierun
Company would reserve the right to sue without any further notice. At the same time, Jierun Company authorized Allen & Overy to
write to propose the settlement that was installment payment of thirteen times, interest free, and only paying USD 79,962,943.00
(Refer to the Company’s announcement on 29th, Dec., 2009, announcement no. is2009－069).The Company replied that we didn’t
accept the compensation for losses proposed by Jierun Company on 25th, Jan., 2010, and required Jierun Company to assume the
responsibility for breach of contract, including but not limited to pay the payables of USD 0.3 million for October 2008 and relevant
interests of USD16,862.52. Allen & Overy replied to refuse to assume any responsibility for the Company on 26th, Feb., 2010, and
stood their ground in the letter sent on 27th, Nov., 2009.
On 31st, Mar., 2011 and 6th, Feb., 2012, Jierun Company voluntarily wrote or authorized Allen & Overy to write to claim the
Company’s liability for breach of contract, the Company respectively replied on 6th, Apr., 2011 and 10th, Feb., 2012, and explicitly
declared that we don’t accept the opinion in the letter from Allen & Overy that Shenzhen Nanshan Power Co., Ltd. is in arrears with
USD 83,699,901.66 and interests to Jierun; and required Jierun to assume the liability for breach of contract according to the letter
the Company wrote on 25th, Jan., 2010 and pay the payables of USD 0.3 million for October 2008 and interests since 7th, Nov., 2008
to the Company; the Company agreed to further negotiate with Jierun so as to resolve this matter on the basis of not affecting the
rights of either party; at the same time, the Company confirmed that this letter would not change and/or abandon any rights, and the
Company defined to reserve all rights to this matter.
Thereafter, both parties had some negotiations on the basis of not changing and/or abandoning the rights of either party. Up to the
date of issuing this analysis, there was no new progress for this matter.
36
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
Before change Increase/decrease in this time (+ , - ) After change
Capitalizat
Bonus ion of
Amount Ratio (%) New issue Other Subtotal Amount Ratio (%)
share public
reserve
I. Restricted shares 18,263 18,263
1. Senior executives’
18,263 18,263
shares
602,744,3 602,744,3
II. Unrestricted shares
33 33
338,894,0 338,894,0
1. RMB Ordinary shares
12 12
2. Domestically listed 263,850,3 263,850,3
foreign shares 21 21
602,762,5 602,762,5
III. Total shares
96 96
II. Securities issue and listing
1. No stock and derivative securities offered in latest three years from the Company.
2. In reporting period, total shares of the Company and structures as well as balance sheet structures have no change due to
reasons in aspects of bonus shares, capitalizing of shares, allotment, privately stock offering, exercise warrants,
implementation of equity incentive plan, enteprise combination, shares converted from convertible corporate bonds, capital
reducing, listing of internal staff shares and securities offering.
3. The Company has no existing internal staff shares.
III. Shareholders and actual controller
1. Number of shareholders of the Company and share-holding
In Share
Total shareholders in reporting Total shareholders ended as the 5th trading day before
40,443 39,135
period annual report disclosed
Particulars about shares held above 5% by shareholders
37
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Total Amount Number of shares pledged/frozen
Amount
sharehol of
Changes of
Full name of Nature of Proportion of ders at unrestri
in report restricte
Shareholders shareholder shares held (%) the end cted State of share Amount
period d shares
of report shares
held
period held
Shenzhen
Guangju State-owned legal 100,769 100,769
16.72% 0
Industrial Co., person ,712 ,712
Ltd.
HONG KONG
NAM HOI Overseas legal 92,123, 92,123,
15.28% 0
(INTERNATION person 248 248
AL) LIMITED
SHENZHEN
ENERGY State-owned legal 65,106, 65,106,
10.8% 0
(GROUP) CO., person 130 130
LTD.
BNP P P/PANDA
INVESTMENT Overseas legal 49,426, 49,426,
8.2% 0
COMPANY person 518 518
LIMITED
2,351,2
STATE GRID 45.00sh
SHENZHEN ares-hol
ENERGY State-owned legal 33,648, ding 33,648,
5.58% 0
DEVELOPMEN person 560 reduced 560
T (GROUP) CO., in
LTD. reportin
g period
Domestic nature 2,322,3 2,322,3
Lu Ai’bo 0.39% 0
person 66 66
Domestic nature 1,602,5 1,602,5
Wang Lan 0.27% 0
person 00 00
Jinbang Security Overseas legal 1,500,0 1,500,0
0.25% 0
Holding Co., Ltd person 00 00
Domestic nature 1,351,4 1,351,4
Wu Shuhua 0.22% 0
person 00 00
Domestic nature 1,280,9 1,280,9
Li Qing 0.21% 0
person 37 37
Strategy investors or general
38
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
corporation comes top 10
shareholders due to rights issue (if
applicable)
Explanation on associated
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held by
relationship among the top ten
SHENZHEN ENERGY (GROUP) CO., LTD
shareholders or consistent action
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of unrestricted shares held at year-end (Note 4)
Type Amount
Shenzhen Guangju Industrial Co., RMB common
100,769,712 100,769,712
Ltd. shares
Domestically
HONG KONG NAM HOI
92,123,248 listed foreign 92,123,248
(INTERNATIONAL) LTD
shares
SHENZHEN ENERGY (GROUP) RMB common
65,106,130 65,106,130
CO., LTD. shares
Domestically
BNP P P/PANDA INVESTMENT
49,426,518 listed foreign 49,426,518
COMPANY LIMITED
shares
STATE GRID SHENZHEN
RMB common
ENERGY DEVELOPMENT 33,648,560 33,648,560
shares
(GROUP) CO., LTD.
RMB common
Lu Ai’bo 2,322,366 2,322,366
shares
RMB common
Wang Lan 1,602,500 1,602,500
shares
Domestically
Jinbang Security Holding Co., Ltd 1,500,000 listed foreign 1,500,000
shares
RMB common
Wu Shuhua 1,351,400 1,351,400
shares
RMB common
Li Qing 1,280,937 1,280,937
shares
Expiation on associated relationship
or consistent actors within the top 10 1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED was held by
SHENZHEN ENERGY (GROUP) CO., LTD 2. Among other social public shareholders, the
un-restrict shareholders and between
Company did not know whether there were associated relationships or belonging to consistent
top 10 un-restrict shareholders and actors.
top 10 shareholders
Explanation on shareholders
involved in securities margin trading
39
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
business (if applicable)
2. Controlling shareholder of the Company
No controlling shareholder of the Company and no changes for the aforesaid condition in reporting period.
3. Actual controller of the Company
No actual controlling of the Company and no changes for the aforesaid condition in reporting period.
Whether have shareholders, with over 10% shares held, in aspect of ultimate controlling or not
√Yes □No
Legal
Shareholders in ultimate person/person Date of Main operation
Organization code Register capital
controlling in charge of foundation business
the unit
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
SHENZHEN ENERGY 1985-07-1 import & export
Gao Zimin 19224115-8 RMB 955,555,600 businesses (based on
(GROUP) CO., LTD. 5 the document
SMGSZZi No.147);
operation of personnel
training, consultation
and other related
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
40
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
materials and
equipments required by
energy projects;
property management
(operate with qualified
certificate for property
management) and lease
of self-owned property.
Shenzhen Guangju Industrial 1989-05-3 Develop enterprise,
Du Wenjun 70848324-7 RMB 111.11 million
Co., Ltd. 1 investment in power
HONG KONG NAM HOI
(INTERNATIONAL) Yu Chunling 1985-5-15 0151245 HK$ 1,330,000 Investment
LIMITED
4. The first largest shareholder of the Company
SHENZHEN ENERGY (GROUP) CO., LTD. holds 157,229,378 shares of the Company directly and indirectly, a 26.08% in total
shares of the Company and is the first largest shareholder of the Company.
The corporate representative is Gao Zimin. Shenzhen Energy Co., Ltd. was established on July 15th, 1985 with registration capital of
RMB 955.5556 million. It is a limited liability company and its operating scope covers developing, producing, purchasing and selling
various normal energies (including power, heat, coal, oil and gas) and new energies, designing, constructing, managing and operating
various energy engineering projects, operating equipments and accessories, apparatuses, aluminum materials, wood materials, cement
and other materials needed by the energy engineering project, operating import-export services (transacted according to No. 147
message of SMGSZZD), operating the services of personnel training and consulting matched with the energy engineering, as well as
other relevant services (report or declare additionally for details), developing and transferring environmental protection technologies,
and providing technical service, investing and operating the transportation services on the fuels, materials and equipments needed by
the energy project. Property management (operating with the property management qualification certificate) and own property
leasing
Relation schema of property rights and control between the Company and main shareholders:
Explanation of the names in the diagram below:
The Company: Shenzhen Nanshan Power Co., Ltd.
Shenzhen Energy Group: SHENZHEN ENERGY (GROUP) CO., LTD.
Nam Hoi (international): Hong Kong Nam Hoi (International) Limited
Guangju Holding: Shenzhen Guangju Investment Holding 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
Guangju Industrial: Guangju Industrial Co., Ltd.
Luneng Group: Luneng Group Co., Ltd.
Kehuitong: Shenzhen Kehuitong Investment Holding Co., Ltd
41
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Shenzhen Nanshan State-owned Assets Supervision and Administration
Commission
Kehuitong
SASAC
SASAC of Shenzhen Guangju Holding Mr. Li Li
State Grid
Shenzhen Energy HK Guangju Energy Peace Country Luneng Group
Group Energy International Limited
Nam Hoi Guangju Hong Kong State Grid
(international) Industrial Tengda Energy
The Company
Actual controller controlling the Company by entrust or other assets management
□Applicable √Not applicable
5. Particulars about other legal person shareholders with over 10% shares held
Legal rep. /
Main operation
Person in Date of
Legal person shareholder Organization code Register capital business or
charge of the foundation
management activities
Unit
Shenzhen Guangju Industrial Develop enterprise,
Du Wenjun 1989-5-31 70848324-7 RMB 111.11 million
Co., Ltd. power investment
HONG KONG NAM HOI
(INTERNATIONAL) Yu Chunling 1985-5-15 0151245 HK$ 15.33 million Investment
LIMITED
42
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section VII. Particulars about Directors, Supervisors and Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Increasing Decreasing
Shares held at
Working Start dated shares held shares held in Shares held at
End date of
Name Title Sex Age of office period-begin
status office term in this period this period period-end(Share)
term
(Share)
(Share) (Share)
Zhang Deputy Currently
F 44 2011-07-08 2014-07-07 12,993 0 0 12,993
Jie GM in office
Peng Staff Currently
M 39 2012-05-25 2014-05-25 1,145 0 0 1,145
Bo supervisor in office
Li Staff Currently
F 50 2012-05-25 2014-05-25 4,125 0 0 4,125
Huiwen supervisor in office
Total -- -- -- -- -- -- 18,263 0 0 18,263
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
(1) Members of the Board
Mr. Yang Haixian, Chairman of the Company, a senior economic engineer, senior administration engineer and MBA. He has
successively served as general manager assistance and member of party committee of Shenzhen Energy Corporation; director and
chairman of Shenzhen Energy Investment Co., Ltd.; Chairman of Shenzhen Mawan Power Co., Ltd and convener of the Board of
Shenzhen Western Company; and now he serves as member of the party committees and director of SHENZHEN ENERGY
(GROUP) CO., LTD. and Shenzhen Energy Group Co., Ltd.; Chairman of Singapore Company and director of Shenzhen Energy
Environment Protection Company. The representative of 4th and 5th session of Shenzhen Municipal People's Congress and member of
Economic Work Committee of Shenzhen Municipal Standing Committee of People's Congress.
Mr. Li Hongsheng, Vice Chairman, a master of engineering of Tianjin University, had successively held the posts of deputy general
manager of Zhongyuan (Hong Kong) Property Co., Ltd, deputy general manager of Zhongyuan (Hong Kong) Industry and Trade
Holdings Co., Ltd, director of Shenzhen Nanshan Petroleum (Group) Co., Ltd, director and financial controller of Shenzhen Guangju
Energy Co., Ltd, director and executive deputy general manager of Shenzhen Guangju Energy Co., Ltd as well as the director of
Shenzhen Nanshan Petroleum (Group) Co., Ltd.
Wang Difei, deputy Chairman, a university background and an accountant, had successively servers as account of finance dept. of
Power Bureau of Zhejiang Province, manager of finance of Zhenjiang Beicang Power Plant, deputy manager of Ningbo Branch of
Shenzhen State Power Science&Technology& Trade Co., Ltd., operational deputy GM of Guangxi Datang Guiguan Heshan Power
Co., Ltd., manager of planning and development dept. of Shenzhen State Power Technology Development Co., Ltd., manager of GM
works dept. of STATE GRID SHENZHEN ENERGY DEVELOPMENT (GROUP) CO., LTD. now serves as executive director, GM
and deputy Party Secretary of SHENZHEN ENERGY DEVELOPMENT (GROUP) CO., LTD.
43
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Mr. Fu Bo, managing director and MBA, was graduated from the specialty of aero-engine, Xi’an Air Force Engineering University,
successively served as secretary of general manager, vice director and director of the office, secretary of the board and deputy general
manager of the company. And serves as managing director of the Company since January 2005, now serves as Chairman of Shen Nan
Dian Zhongshan Co and Shen Nan Dian Dongguan Co and Director of Singapore Company.
Mr. Huangfu Han, director, a senior engineer and master of engineering, was graduated from the specialty of thermal energy and
power, Xi’an Thermal Power Research Institute, he successively served as assistant chief engineer, vice manager and manager of Ma
Bay Power Plant, Shenzhen Ma Bay Power Company, vice manager and director of overhauling department of Power Generation
Branch, Shenzhen Energy, manager of Moon Bay Gas Turbine Power Plant, general manager of Shenzhen Nanshan Power Co., Ltd,
manager, vice-president and vice secretary of party committee of Guangshen Shajiao B Power Company, director of preparing office,
secretary of party branch and manager of Eastern Power Plant, SHENZHEN ENERGY (GROUP) CO., LTD., assistant general
manager, chief engineer and deputy general manager of SHENZHEN ENERGY (GROUP) CO., LTD., and now holds the post of
deputy general manager of Shenzhen Energy Co., Ltd; now serves as deputy director of science and technology innovation
committee of SHENZHEN ENERGY (GROUP) CO., LTD.
Ms. Yu Chunling, director, senior engineer, on-job postgraduate of economics of Beijing University, was graduated from the specialty
of power plant construction structure engineering, Wuhan University of Hydraulic and Electrical Engineering, successively held the
posts of technician and civil engineering contract engineer of engineering department of Guangdong Nuclear Power Heying Co., Ltd,
project manager of Shenzhen Energy Investment Holding Co., Ltd, vice business director, business director of office as well as
minister of fuel trade department, minister of planning and developing department as well as office director of pumped-reservoir
power plant preparing office of Shenzhen Energy Corporation, and now holds the post of director general manager of Shenzhen
Energy (Hong Kong) International Co., Ltd.
Mr. Zhou Qun, director, an economic engineer and Bachelor of Science of East China Institute of Technology, used to work in
Shenzhen Geological Bureau, Shenzhen Nanshan Investment Management Corporation, Shenzhen Municipal State-owned Assets
Management Office and Shenzhen Investment Management Corporation, successively held the posts of assistant engineer, office
director, deputy director general, assistant minister of secretariat of board of directors, had successively held the posts of secretary of
board of directors, general manager assistant and office director of SHENZHEN ENERGY (GROUP) CO., LTD, preparing office
director of Shenzhen Pumped-storage Power Station, president of Huizhou City Gas Co., Ltd as well as president of Huizhou Fengda
Power Co., Ltd and executive director and general manager of Huizhou Shenzhen Energy Investment Co., Ltd; now he is the
President of Shenzhen Energy Finance Corporation.
Ms. Chen Lihong, Director, born in 1963, junior college background, accountant; she used to work in Shenzhen Guangju Investment
(Group) Co., Ltd. and successively served as financial manager, GM assistant of Shenzhen Guangju Energy Co., Ltd, now she is
deputy GM of the company.
Sun Jianxin, Director, born in March 1966, worked since August 1990, a Party member of the CPC, bachelor degree and a senior
engineer. He successively served as engineer of pan inspection centre for Shandong Electric Power Research Institute, principal of
the financial operation department of Luneng Property Group Company and deputy GM of Hainan Yingda Real Estate Development
Co., Ltd.since 1990. Now serves as deputy GM of STATE GRID SHENZHEN ENERGY DEVELOPMENT (GROUP) CO., LTD
and GM of Shenzhen Guoneng Property Management Co., Ltd.
Mr. Li Zheng, Independent director, born in 1957, bachelor of law and a practicing solicitor; he served as fulltime lawyer of
Zhengjiang Jinhua Laws Firm in 1983, served as senior scientist for China(Shenzhen) General Development & Research Institution
44
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
in May of 1991, and as part-time lawyer for Chinese Legal Center and Shen Tianping Laws Firm; he served as partner and practicing
lawyer of GuangdonG Renren Laws Firm in 1996 and serves as practicing lawyer in Guangdong ShenTiancheng Laws Firm since
August 2010.
Mr. Wang Xiaodong, Independent director; he work as lawyer business since 1987, obtained a lawyer’s practice license in 1988; and
obtained “Qualification Certification of Lawyers for Securities and Laws Engaged” issued by CSRC and Ministry of Justice in 1993;
he was engaged as member of 10th and 11th Session of Issuance Audit Committee of CSRC from May 2008 to April 2010; He served
as partner of Dangdong Foreign, Shenzhen Xinda, Shenzhen Jingtain laws firm and Guangdong Bohe Laws Firm from 1989 to 2004,
a law partner of Grandall Law Firm (Shenzhen) Office since 2005, and also served as full-time member of 10th and 11th session of
Issuance Audit Committee of CSRC from May 2008 to April 2010.
Mr. Wang Junsheng, Independent director, born in 1960, a senior economist and researcher; he worked since September 1978, and
successively served as director of material office of Asia Olympic Village of 11th Organizing Committee of Asian Olympic, manager
of comprehensive business dept. of Beijing International Power Development Investment Co., Ltd and deputy GM of Zhonggong
Entrust Investment Company. Now he serves as researcher of Chinese Economic Technology Research & Consulting Co., Ltd, and
standing council of Chinese Management Science Association, part-time professor of government Management College of Central
University of Finance and Economics, Financial college of RUC and financing College of Hunan University and economy.
Mr. Tang Tianyun, Independent Director, born in 1960, a senior accountant; he used to served as Chinese CPA for Shekou China
CPA, and successively served as director, secretary of the Board, CFP and deputy GM of Huayuan Industrial (Group) Co., Ltd.
from 1991 to 2006; he serves as chief of financial development strategy for Qingdao Haier Investment Development Co., Ltd. since
2007, and successively serves as director, senior deputy chairman of Haier New York Life Insurance Co., Ltd, since June of 2009.
Mr. Pan Chengwei, Independent Director, born in 1946, he worked in COSCO since 1965, and successively served as GM of
financial dept. of the Group and COSCO (H.K.) Co., ltd. respectively, director GM of COSCO (H.K.) Property Co., ltd and COSCO
(H.K.) Industry& Commercial Holding ltd respectively as well as chief representative of Shenzhen Office of COSCO; He served as
director of Shenzhen Shennan Petroleum (Group) Co., Ltd, from 2001 to 2004, director GM of COSCO (Cayman) Fuqing Holding
Co., Ltd. from 2005 to 2008 and served as manager of fuel oil futures of COSCO, now he was retired.
(2) Members of Supervisory Committee
Mr. Zhao Xiangzhi, supervisor, born in 1958, a senior accountant; he served as deputy director of state-run 5127 plant in 1990,
deputy director(leadership level) of planning office of state-run 5127 plant in 1992; served as deputy chief accountant of Shenzhen
Company of China Yanxing and director of financial dept. from 1993 to 1996; he successively served as CFO of Energy Group,
delegated by Shenzhen Investment Management Company, director, members of discipline committee, director of audit depart. And
supervisor of Shenzhen Energy Group from 1996 to 2003; he served as director of financial management of Shenzhen Energy (Group)
Co., Ltd and chairman of supervisory committee of Shenzhen Energy Investment Co., Ltd from 2003 to 2007; he serves as chairman
and secretary of party committee for Shenzhen Guangshen Shajiao B Power Co., Ltd. and member of discipline committee of
Shenzhen Energy Group from 2007 to April 2012; and serves as chief accountant of Shenzhen Energy Group since May of 2011 and
serves as Party Committee Member of Shenzhen Energy Group Co., Ltd. since June 2012
Ms. Ma Fengming, supervisor, born in 1962, a senior accountant and CPA; she successively served as University lecturer practicing
CPA in CPA firms and financial principal of foreign-funded enterprise from 1989 to 1995; she used to work as CPA of supervision &
auditing dept. of Shenzhen Energy Corp., director of financial dept. of Mawan Power Plant, director CPA of planning investment
dept. of Shenzhen Energy Group Co., and deputy director of supervision & auditing dept. and auditing dept.; Now she serves as
employee supervisor and senior manager of auditing management dept. of Shenzhen Energy Group Co., Ltd, director of Shenzhen
45
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Moon Bay Oil Port Co., ltd, supervisor of Guodian Nanning Generation Co., Ltd, as well as supervisor of Shenzhen Energy Group
Co., Ltd and Shenzhen Energy Management Co., ltd. respectively.
Ms. Ji Yuanhong, supervisor, born in 1967, an economist; she worked in Shenzhen FIYTA Group from July 1989 to 1999. She serves
as secretary of the Board of Shenzhen Guangju Energy Co., Ltd, since August 1999 and serves as deputy GM of Shenzhen Guangju
Energy Co., Ltd since May of 2008 and director of Shenzhen Guangju Energy Co., Ltd since March of 2012.
Li Jianjun, supervisor, born in August 1963, worked since August 1985, Party member of the CPC, graduate degree and a senior
economist; he successively served as cadre of First Company of Shanxi Power Construction of North China Electric Power Bureau,
cadre of Shenzhen Dianlian Power Industrial Company of China Electricity Council, GM of Shenzhen Xiandian Guanju Datai
Transport Co., Ltd, subordinate with Shenzhen China Grid Technology Development Co., Ltd., GM and Party branch secretary of
China Gridcom Co., Ltd, Chairman and GM of Shenzhen State Grid Energy Development Co., LTd. and Director and GM of
Shenzhen Guoneng Property Management Co., Ltd. Now serves as Party Secretary of STATE GRID SHENZHEN ENERGY
DEVELOPMENT (GROUP) CO., LTD.
Mr. Zheng Dalei, staff supervisor, born in 1964, a senior engineer and graduated from thermal measurement & automatic specialty of
Northeast Dianli College. He work in thermal sub-plant of Heilongjiang Fulaerji Power General Plant from 1985 to 1990; work in
equipment office of 2# machine tools plant of Qiqihar from 1990 to 1994; He work in Shenzhen Nanshan Power Co., Ltd. since
1994 and successively serves as principal and director of thermal control department and director of electronic control department.
He serves as chief engineer of subordinate enterprise Shen Nan Dian Zhongshan Company from 2003 to 2007 and of Nanshan Power
Plant since April 2007; and honors the title of outstanding management of the Company for year of 2007, 2008 and 2010.
Mr. Peng Bo, staff supervisor, born in 1973, an engineer, a postgraduate student and graduated from power system automation
specialty of Central China University of Sciences&Technology, subsequently study as business administration specialty in Central
China University of Sciences&Technology with post graduate certificate obtained for a Master Degree honored. He successively
serves as special engineer of thermal control and inspection for gas turbine of the Company, manager of labor resources, director
assistant of Office and deputy director of HR since 1994. He serves as manager of HR department and as supervisor of Shenzhong
Real Estate Company, subordinate enterprise of the Company since April 2007; he honor the title of outstanding management of the
Company for year of 2007 and outstanding party member bestowed by Guangju Energy for year of 2008.
Ms. Li Huiwen, staff supervisor, born in 1962, an accountant, graduated from accounting major of Jiangxi University of Fiancé &
Economics. she worked in financial division of Nanchang Machine Tool Plants from 1980 to 1989; served as chief accountant in
Shenzhen Changming Fashion-making Co., Ltd. from 1989 to 1993; She successively served as chief accountant of the financial dept.
in the Company and CFO of Server Company, subordinate enterprise of the Company since 1993; and serves as CFO and director of
financial dept. of Shen Nan Dian Dongguan Company, subordinate enterprise of the Company since May 2005; and honor
outstanding management of the Company for year of 2007 and 2009.
Mr. Tao Ling, staff supervisor, born in1967, an economist, MBA; he graduated from electric power system & automatic specialty of
Shanghai Jiaotong University, and subsequently study in major of BTEC in Tsinghua University; he worked in Dalian Power Industry
Bureau from July 1989 to February 1991; and worked in Shenzhen Mawan Power Co., ltd. from February 1991 to December 1991;
he serves as secretary of the Office, director of Office, secretary of the Board and GM of Server Company, subordinate of the
Company since January 1992; He takes post of director and GM of Shen Nan Dian Shenzhong Real Estate, subordinate of the
Company since April 2007 and horns outstanding manager of the Company for year of 2007.
(3) Senior Executives
46
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Mr. Fu Bo is the managing director and sees the previous director resume.
Ms. Lin Qing, deputy general manager and senior engineer with a master degree, born in 1964, was graduated from the specialty of
Power System and Its Automation of Hunan University, taught in the Power Department, Changsha University of Science and
Technology since 1985, worked in the engineering department of Guangdong Daya Bay Nuclear Power Station since 1990,
successively hold the posts of secretary of comprehensive department and business director of general administrative office of
Shenzhen Energy Company, Shenzhen Western Power Company, minister of the party department, official labor unit president, office
director, party branch secretary of office, director of labor union office, party committee member, and general manger assistant of
Shenzhen Energy Corporation, etc, since December 1991, and now holds the post of deputy general manager of the company as well
as president of Server Company.
Mr. Ji Ming, deputy general manager, engineer and master of management, born in 1956, was successively graduated from
Changchun University of Science and Technology as well as Fudan University, held the post of Shenzhen Nanshan Petroleum (Group)
Co., Ltd from 1994 to 1999, held the posts of deputy general manger of Shenzhen Guangju Energy Co., Ltd and the general manager
of Shenzhen Guangju Power Investment Co., Ltd since 1999, held the post of deputy general manager of the company since
December 2006, and now holds the posts of president of Shenzhong Real Estate Company, Shenzhong Property Company, Shenzhen
Nanshan Power Environmental Protection Company, vice-president of Shenzhen Nanshan Power (Zhongshan) Co., Ltd, and
Shenzhen Nanshan Power Engineering Company as well as director of Singapore Company.
Ms. Zhang Jie, deputy general manager, born in 1968, Master of Psychology of Beijing University; she was graduated from the
specialty of British and American Literature in the Foreign Language Department of Zhengzhou University, and then studied in the
specialty of applied psychology in the Psychology Department, Beijing University, used to work in Henan Provincial Seismological
Bureau as a translator, worked in the financial department and office of the company since October 1990, successively held the posts
of secretary, office director, general manager assistant and employee supervisor of the company since 1993, held the post of deputy
general manager of the company since December 2006, and now holds the posts of Shenzhen Nanshan Power (Zhongshan) Co., Ltd,
Shenzhen Nanshan Power (Dongguan) Company and Singapore Company.
Mr. Zhu Wei, deputy general manager and engineer, born in 1957, was graduated from Guangdong Electric Power School, used to
work in Guangdong Xinfengjiang Power Plant; studied in Nanjing Institute of Technology in 1985 and obtained a junior college
degree, successively held the posts of assistant minister of development department, minister of supply department and general
manager assistant of the company since 1990, obtained on-job master degree during this period, has held the post of deputy general
manager of the company since August 2003.
Mr. Wang Rendong, general engineer, born in 1961, was graduated from the specialty of thermal power of Power Department,
Huazhong University of Science and Technology, and then obtained a master degree on the specialty of economic management of
Huazhong University of Science and Technology, used to work in the planning department of Beijing Electrical Planning and Design
Institute of State Ministry of Water Resources and Power, transferred and assigned to Shenzhen Huadian Southern Development
(Group) Company in June 1988, successively held the post of minister of operating department, minister of engineering department,
assistant chief engineer, general manager assistant and employee supervisor of the company since 1990, held the post of deputy
general manager of the company since December 2006, and now holds the concurrent posts of president and managing director of
Shenzhen Nanshan Power Engineering Company, as well as director of Shenzhen Nanshan Power (Dongguan) Company and
Singapore Company.
Mr. Lu Xiaoping, financial controller, born in 1962, senior accountant and master of Zhongnan University of Economics and Law,
used to work in Chashi Town People’s Government, Hengyang County, Hunan Province, Hunan Hengyang Oil and Pump Nozzle
47
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Plant as well as Shenzhen Pengji Industrial Development Company, held the post of deputy manager of financial department of
Shenzhen Zhongshen International Corporation from 1995 to 1998, held the posts of accountant and director of Shenzhen Energy
Corporation since December 1998, and has held the post of financial controller of the company since August 2003, and now holds the
concurrent posts of director of Shenzhong Real Estate Company and Shenzhong Property Company.
Ms. Hu Qin, secretary of board of directors, engineer and economist, born in 1967, was graduated from the specialty of applied
chemistry in the Thermal Power Engineering Department of Wuhan University of Hydraulic and Electrical Engineering, and then
studied for a master degree in the specialty of finance in Nankai University, used to work as the counselor of Thermal Power
Engineering Department of Wuhan University of Hydraulic and Electrical Engineering (Wuhan University now), she worked in the
Company since February 1990 and serves as representative of security affairs appointed by the Company in 1994; and she serves as
secretary of the board of the company since March 2005, now she serves as director of New Power Company and independent
director of Shenzhen maxonic Automation Control Co., Ltd.
Post-holding in shareholder’s unit
√Applicable □Not applicable
Whether receiving
Office term remuneration from
Name Name of shareholder’s units Position
start from shareholder’s units
or not
Managing director of parent unit
Li Hongsheng Guangju Industrial Co., Ltd. Shenzhen Guangju Energy Co., October 2009 Yes
Ltd.
STATE GRID SHENZHEN ENERGY Executive director, GM and vice
Wang Difei 2011 Yes
DEVELOPMENT (GROUP) CO., LTD. Party Secretary
Deputy director of Science and Yes (received in
SHENZHEN ENERGY (GROUP) CO.,
Huangfu Han Technology Innovation May 2006 Shenzhen Energy
LTD.
Committee Group Co., Ltd.)
Yes (received in
HONG KONG NAM HOI Shenzhen Energy
Yu Chunling Managing director January 2009
(INTERNATIONAL) LIMITED (H.K) International
Co., Ltd.)
Chairman of controlling Yes (received in
SHENZHEN ENERGY (GROUP) CO.,
Zhou Qun subsidiary Shenzhen Energy 2010 Shenzhen Energy
LTD.
Financial Company Financial Co., Ltd.)
Deputy GM of parent unit
Chen Lihong Guangju Industrial Co., Ltd. Shenzhen Guangju Energy Co., 2005 Yes
Ltd.
STATE GRID SHENZHEN ENERGY
Sun Jianxin Deputy GM August 2012 Yes
DEVELOPMENT (GROUP) CO., LTD.
Yes (received in
SHENZHEN ENERGY (GROUP) CO.,
Zhao Xiangzhi Chief accountant 2009 Shenzhen Energy
LTD.
Group Co., Ltd.)
48
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Yes (received in
SHENZHEN ENERGY (GROUP) CO.,
Ma Fengming Staff supervisor 2011 Shenzhen Energy
LTD.
Group Co., Ltd.)
Deputy GM and Secretary of the
Ji Yuanhong Guangju Industrial Co., Ltd. Board of parent unit Shenzhen 2008 Yes
Guangju Energy Co., Ltd.
STATE GRID SHENZHEN ENERGY
Li Jianjun Party Secretary and deputy GM 2005 Yes
DEVELOPMENT (GROUP) CO., LTD.
Post-holding in other unit
√Applicable □Not applicable
Whether receiving
Office term
Name Name of other units Position remuneration from
start from
other units or not
Attorney,
Li Zheng Guangdong ShenTiancheng Laws Firm 2010 Yes
Partner
Wang
Grandall Law Firm (Shenzhen) Office Law partner 2005 Yes
Xiaodong
Chinese Economic Technology Research &
Wang Junsheng Researcher 2001 Yes
Consulting Co., Ltd,
deputy
Tang Tianyun Haier New York Life Insurance Co., Ltd, 2009 Yes
chairman
Independent
Pan Chengwei China Merchants Bank Co., Ltd. July 2012 Yes
director
III. Remuneration for directors, supervisors and senior executives
Decision-making process, basis for determining and actual payment of remuneration of directors, supervisors and senior management
1. Decision-making process: In accordance with relevant regulations of “Articles of Association”, the stockholders' meeting would
determine the remuneration of directors and supervisors, and the board of directors would determine the remuneration of senior
management.
2. Basis for determining: The Company implements annual salary system for directors, supervisors and senior management, the
annual salary standards are determined by the annual operating efficiency, job grade and industry remuneration level, the company
assesses the performances of directors and senior management and the annual achievements at the end of the year and pays the
annual performance remuneration according to the assessment results.
3. Actual payment: The Company pays the remuneration by strictly following the decision-making process and basis for determining
of remuneration of directors, supervisors and senior management.
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand yuan
Total Total Remuneration
Post-holding
Name Title Sex Age remuneration remuneration actually
status
obtained from obtained from obtained at
49
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
the Company shareholder’s period-end
unit
Currently in
Yang Haixian Chairman M 56 70.87 0 70.87
office
Deputy Currently in
Li Hongsheng M 49 0 104.85 104.85
Chairman office
Deputy
Sun Yulin M 61 Office leaving 0 60.04 60.04
Chairman
Deputy Currently in
Wang Difei M 44 0 60 60
Chairman office
Managing Currently in
Fu Bo M 50 63.96 0 63.96
director office
Currently in
Huangfu Han Director M 58 0 83.94 83.94
office
Currently in
Yu Chunling Director F 47 0 69.86 69.86
office
Currently in
Zhou Qun Director M 48 0 71.06 71.06
office
Currently in
Chen Lihong Director F 49 0 72.87 72.87
office
Jiang Xiaojun Director M 48 Office leaving 0 60.04 60.04
Currently in
Sun Jianxin Director M 47 0 44 44
office
Impendent Currently in
Li Zheng M 55 11.9 0 11.9
director office
Wang Impendent Currently in
M 52 11.9 0 11.9
Xiaodong director office
Impendent Currently in
Wang Junsheng M 52 11.9 0 11.9
director office
Impendent
Wu Xiaolei F 48 Office leaving 9.92 0 9.92
director
Impendent Currently in
Tang Tianyun M 52 11.9 0 11.9
director office
Impendent Currently in
Pan Chengwei M 66 11.9 0 11.9
director office
Chief Currently in
Zhao Xiangzhi M 54 0 83.39 83.39
supervisor office
Currently in
Ma Fengming Supervisor F 50 0 51.34 51.34
office
50
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Currently in
Ji Yuanhong Supervisor F 45 0 69 69
office
Currently in
Li Jianjun Supervisor M 50 0 53 53
office
Staff Currently in
Zheng Dalei M 48 37.05 0 37.05
supervisor office
Staff Currently in
Peng Bo M 39 34.75 0 34.75
supervisor office
Staff Currently in
Li Huiwen F 50 29.95 0 29.95
supervisor office
Staff Currently in
Tao Lin M 45 32.82 0 32.82
supervisor office
Currently in
Lin Qing Deputy GM F 48 57.73 0 57.73
office
Currently in
Ji Ming Deputy GM M 56 57.73 0 57.73
office
Currently in
Zhang Jie Deputy GM F 44 57.73 0 57.73
office
Currently in
Zhu Wei Deputy GM M 55 57.84 0 57.84
office
Currently in
Wang Rendong Chief engineer M 51 57.84 0 57.84
office
Currently in
Lu Xiaoping CFO M 50 57.73 0 57.73
office
Secretary of Currently in
Hu Qin F 45 41.15 0 41.15
the Board office
Delegated stock option incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
IV. Post-leaving and dismissals for directors, supervisors and senior executives
Name Title Type Date Reasons
Deputy
Sun Yulin Office leaving 2012-10-23 Work reasons
Chairman
Jiang Xiaojun Director Office leaving 2012-10-23 Work reasons
Impendent
Wu Xiaolei Office leaving 2012-10-23 Office term expired
director
Wang Difei Supervisor Office leaving 2012-10-23 Work reasons
51
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Not applicable
VI. Employees of the Company
Ended as 31 December 2012, the Company has 321 employees in total with 147 are production staff, 29 technician, 17 financial staff
and 128 administration staff; education background: 97 persons hold a junior college degree, 105 persons hold a bachelor degree and
26 persons hold a master degree or above.
52
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Section VIII. Corporate Governance
I. Basic Status of Corporate Governance
During the report period, in accordance with the laws and regulations of “Corporate Law”, “Securities Law”, “Corporate Governance
Principles of Listed Companies”, “Information Disclosure Management Methods of Listed Companies” and “Stock Listing Rules of
Shenzhen Stock Exchange”, the Company have constantly consummated the corporate governance structure, abided by the law, and
standardized the operations. The corporate governance structure fundamentally meets the requirements of above-mentioned laws and
regulations. During the report period, the situations of the corporate governance are as below:
1. In accordance with the requirements of “Supervision Opinions on On-site Inspection to Shenzhen Nanshan Power Co., Ltd.”
(SSRB Zi No.[2012]21) issued by Shenzhen Securities Regulatory Bureau, the Company has seriously organized and implemented
the rectification and reformation, revised the “Articles of Association” and rules of procedure of “Three Meeting”, and completed
“Rectification and Reformation Reports About Problems Found by Shenzhen Securities Regulatory Bureau’s On-site Inspection”
which has been submitted to Shenzhen Securities Regulatory Bureau for the record after being deliberated and passed by the ninth
meeting of the Company’s sixth board of directors.
2. During the report period, to further complete the corporate governance structure and promote the standard operation, the Company
has also revised “Work Rules of General Manager”, “Internal Control System”, “Temporary Provisions on Internal Audit” and
“Internal Report System of Major Information” in accordance with relevant laws and regulations and combining the actual situation
of the company.
3. To perfect the scientific, sustainable and stable dividends policy and mechanism of the company, in accordance with the
requirements of “Notification about seriously implementing the notification to further implement the issues related to cash dividends
in listed companies” (Shenzhen Bureau Zi No.[2012]43) issued by Shenzhen Securities Regulatory Bureau and combining the actual
situation of the company, the Company prepared “Returns Planning of Shareholders in the Next Three Years” (2012 to 2014) and
revised relevant dividend policy terms of “Articles of Association”, which were deliberated and passed by the tenth meeting of the
sixth board of directors and needed to be implemented after being submitted to shareholders’ meeting for deliberation.
4. The undisclosed information that the Company submitted to the first majority shareholder includes daily generating capacity,
power generation obstacles statements and occurrence reports, and monthly safety briefing. According to its requirements, the
secretary of the board submitted the motions discussed and revised by the general manager’s office meeting to the dispatched
directors and supervisors before convoking the meetings of the board of directors and supervisors, meanwhile, reported to its legal
department of property rights and administration department.
To strengthen the management to undisclosed information, the Company strictly controlled the insider range, standardized the
information transfer process, strictly implemented the relevant regulations of “Registration System of Inside Information Insider”,
and regularly submitted the information of insiders and their relatives to Shenzhen Securities Regulatory Bureau.
5. In accordance with the requirements of “Fundamental Norms of Enterprise Internal Control”, assessment guidelines and other
relevant laws and regulations, the Company effectively completed the self-assessment to internal control design and implementation
by 30 th, June, 2012. During the report period, the Company has established internal control procedures for the businesses and matters
brought into the assessment scope, which have been effectively implemented and basically achieved the goals of internal control, and
no great defect has been found.
6. In accordance with the requirements of Shenzhen Securities Regulatory Bureau, the Company organized directors, supervisors,
senior management and middle-level management to the civic center to take part in the insider trading education and warning
exhibition held by Securities Regulatory Bureau on 26th, Oct., 2012.
53
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
7. In accordance with the requirements of “Notification about completing investor protection and propaganda work of listed
companies” issued by Shenzhen Securities Regulatory Bureau, the Company has positively developed relevant investor protection
and propaganda work, focused on developing propaganda activities with the theme of “Positively return to investors” from
September, 2012 to November, 2012. The Company has submitted the summary reports and relevant statistical table to Securities
Regulatory Bureau after the activities.
9. During the report period, the systems that the Company has established and revised include “Articles of Association”, “Rules of
Procedure of Shareholders’ Meeting”, “Rules of Procedure of the Board of Directors”, “Rules of Procedure of the Board of
Supervisors”, “Implementing Regulations of Audit Committee of the Board of Directors”, “Implementing Regulations of
Remuneration and Appraisal Committee of the Board of Directors”, “Implementing Regulations of Nominations Committee of the
Board of Directors”, “Implementing Regulations of Strategy and Investment Management Committee of the Board of Directors”,
“Work Rules of General Manager”, “Internal Control System”, “Temporary Provisions of Internal Audit”, “Internal Reporting
System of Major Information”, “Management System of Relevant Person in Charge of Financing ”, and “Development Strategy and
Planning Management Methods”.
Whether there is difference exists between the corporate governance and “Corporate Law” and the relevant regulations of China
Securities Regulatory Commission
□ Yes √ No
There is no difference exists between the corporate governance and “Corporate Law” and the relevant regulations of China Securities
Regulatory Commission.
Development about special activities of corporate governance and the establishment and implementation about registration and
management system of inside information insider
The Company has established “Management System of Information Disclosure” and “Registration System of Inside Information
Insider”, and cleared the regulations of information security.
When submitting information to external according to law, the Company required related personnel to fill in “Registration Form of
Inside Information Insider” and prompted relevant personnel to abide by relevant laws and regulations. During the report period, the
Company not only submitted the periodic reports but also submitted “Inside Information Insider List” to Shenzhen Stock Exchange
and Shenzhen Securities Regulatory Bureau. The undisclosed information that the Company submitted to the first majority
shareholder includes daily generating capacity, power generation obstacles statements and occurrence reports, and monthly safety
briefing. According to its requirements, the secretary of the board submitted the motions discussed and revised by the general
manager’s office meeting to the dispatched directors and supervisors before convoking the meetings of the board of directors and
supervisors, meanwhile, reported to its legal department of property rights and administration department. To strengthen the
management to undisclosed information, the Company strictly controlled the insider range, standardized the information transfer
process, strictly implemented the relevant regulations of “Registration System of Inside Information Insider”, and regularly submitted
the information of insiders to Shenzhen Securities Regulatory Bureau.
II. Annual shareholders’ general meeting and extraordinary shareholders’ general meeting
held in reporting period
1. Annual Shareholders’ General Meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
Annual ”Report of the Board Deliberated and Relevant resolution
2012-05-15 2012-05-16
Shareholders’ for year of 2011”, ” approved serial No.: 2012-019
54
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
General Meeting of Report of (found more details
2011 Supervisory in Juchao Website
Committee for year http://www.cninfo.co
of 2011”, ”Work m.cn)
Report of
Independent Director
for year of
2011”, ”Financial
Results and Analysis
Report for year of
2011”, ”Profit
Distribution Pre-plan
of 2011”, ”Annual
Report and
Summary of
2011”, ”Bank Credit
Limit, External
Guarantee, Financial
Subsidy Limit
Within System for
year of
2012”, ”Engagement
of Audit Institute for
year of 2012” and
“Remuneration and
Evaluation Plan of
the Chairman for
year of 2012”
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting
Session of meeting Date Situation Date of disclosure Index of disclosure
motion
”Amendment of
‘Article of
Association’”, ”Ame
Relevant resolution
ndment of
First Extraordinary serial No.: 2012-024
‘Discussion Rules
Shareholders’ Deliberated and (found more details
2012-06-20 for the Annual 2012-06-21
General Meeting approved in Juchao Website
Shareholders’
2012 http://www.cninfo.co
General
m.cn)
Meeting’”, ”Amend
ment of ‘Discussion
Rules for the Board
55
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Meeting’” and
“Amendment of
‘Discussion Rules
for Supervisory
Committee’”
”Shareholders Relevant resolution
Second
Return in Next Three serial No.: 2012-035
Extraordinary
Years (2012-2014)” Deliberated and (found more details
Shareholders’ 2012-08-24 2012-08-25
and ”Amendment of approved in Juchao Website
General Meeting
‘Article of http://www.cninfo.co
2012
Association’” m.cn)
”Engagement of
Audit Institute of
Internal Control for
year of 2012 and
Remunerations
Paid”, ”Guarantee
Provided for the
Loans to Shen Nan
Dian (Dongguan) Relevant resolution
Third Extraordinary Weimei Electric serial No.: 2012-051
Shareholders’ Power Co., Deliberated and (found more details
2012-11-16 2012-11-17
General Meeting Ltd”, ”Director approved in Juchao Website
2012 Election for the 6th http://www.cninfo.co
Session of the m.cn)
Board—Mr. Wang
Difei”,”Director
Election for the 6th
Session of the
Board—Mr. Sun
Jianxin” and
“Changes of the
Supervisor”
III. Responsibility performance of independent directors in report period
1. The attendance of Board meetings and shareholders’ general meeting for independent directors
Attendance of Board meetings for independent directors
Times of Board
Whether absent
meeting Times of Times of
Name of independent Times of present Times of the Meeting for
supposed to attending by entrusted
director in person Absence the second time
attend in the communication presence
in a row or not
report period
Li Zheng 8 5 3 0 0 No
56
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
Wang Xiaodong 8 5 3 0 0 No
Wang Junsheng 8 5 3 0 0 No
Wu Xiaolei 7 4 3 0 0 No
Tang Tianyun 8 5 3 0 0 No
Pan Chengwei 8 5 3 0 0 No
Times presented in shareholders’
general meeting by independent 4
directors
Explanation of absent the Board Meeting for the second time in a row: Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
√Yes □ No
Explanation on advice that accepted/not accepted from independent directors
During the report period, in accordance with the laws and regulations of “Corporate Law”, “Corporate Governance Principles of
Listed Companies”, “Guiding Opinions on Establishing Independent Directors in Listed Companies”, “Provisions about
strengthening the protection to stockholders' equity of public shares” and “Working System of Independent Directors of the
Company” and the rules of “Articles of Association”, all independent directors of the company have seriously performed their duties,
given full play to the role in independent directors, verified the issues on which independent directors need to make opinions,
provided written opinions, carefully deliberated and voted all motions submitted to the board of directors, and maintained the
legitimate interests for all shareholders especially for the medium and small shareholders.
V. Responsibility performance of subordinate special committee of the Board in report period
(I) Audit Committee
In 2012, the Audit Committee of the Company convoked eight meetings including voting by communication mode for three times,
communicated with the accounting firm about the communications with the management in 2011 preliminary hearing, required the
company to cooperate with the audit authority to strictly follow the requirements of supervision department and finalize the 2011
annual audit report and verify the annual relevant documents of the board of directors, gave professional advice and opinions on
establishing management system for the relevant responsible person of financing, on the company’s self-assessment programs of
internal control, on modifying the internal control system of the company, on the depreciated changes in accounting estimates about
the generator sets, on the self-assessment reports about internal controls of the first half year of 2012, on confirming 2012 annual
internal control audit authority and its remuneration, and on replenishing to establish the basic financial control system and paying
the remuneration of 2012 to audit authority, and agreed the deliberated issues.
(II) Nominations Committee
On 23rd, Oct., 2012, the Company organized and convoked the second meeting of the sixth Nominations Committee, gave
professional advice and opinions on recommending candidates for the sixth board of directors, and agreed the deliberated issues.
57
Shenzhen Nanshan Power Co., Ltd. Annual Report of 2012
(III) Remuneration Committee
On 20th, Apr., 2012, the Company organized and convoked the first meeting of the sixth Remuneration and Appraisal Committee,
gave professional advice and opinions on 2012 remuneration provision and assessment plans and the motion to reward the special
projects of 2011and the performance reports of the Appraisal Committee, and agreed the deliberated issues.
(IV) Strategy and Investment Management Committee
On 12th, Dec., 2012, the Company organized and convoked the fourth meeting of the sixth Strategy and Investment Management
Committee, gave professional advice and opinions on establishing “Development Strategy and Planning Management Methods”, and
agreed the deliberated issues.
V. Works from Supervisory Committee
Whether the Company has risks or not in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objections for the supervise matters in reporting period
VI. Appraisal and incentive mechanism for senior executives
The Company has carried out annual salary system for directors, supervisors and senior management, the annual salary standards are
determined by the annual operating efficiency, job grade and the industry remuneration level, the company assesses the performances
of directors and senior management and the annual achievements at the end of the year and pays the annual performance
remuneration according to the assessment results.
58
Section IX. Internal control
I. The Establishment of Internal Control
Up to June, 2012, the establishment of internal control of the Company’s headquarters and 9 subordinate companies of consolidated
statements has been completed. According to the requirements of external supervision organization and combining the Company’s internal
control system, internal control manual and evaluation implementation program, the Company organizes personnel to develop
comprehensive internal control self-evaluation twice a year by starting from company governance levels (including organizational structure,
development strategy, human resources, social responsibility and enterprise culture) and the Company’s specific businesses (focus on the
high-risk fields such as financial management, funds management, assets management, human resource management, project management,
etc.). Up to now, the Company has established and effectively implemented the internal control procedures for the businesses and matters in
the scope of evaluation, and has basically reached the goal of the Company’s internal control.
II. The Statement of the Board of Directors on Internal Control Responsibilities
The board of directors and all directors of the Company guarantee the contents of this report are true, accurate, complete, and has no false
records, misleading statements or major omissions. It is the responsibilities of the board of directors of the Company to establish, complete
and effectively implement the internal control; the board of supervisors supervises the board of directors to establish and implement the
internal control; managers are responsible for organizing and leading the daily running of internal control. The aim of the Company’s
internal control is to reasonably guarantee legal operation, assets safety, and authenticity and integrity of financial report and relevant
information, improve the operating efficiency and effectiveness, and promote and realization of development strategy. As the internal control
has inherent limitations, it is only possible to provide reasonable guarantees for reaching above-mentioned goals.
III. Bases for establishment of financial report internal control
1. Manual of Internal Control of Shenzhen Nanshan Power Co., Ltd;
2. Relevant system of finance
IV. Self-evaluation report of internal control
√ Applicable □ Not applicable
Details of major defects in self-evaluation report that found in reporting period
No major defects of internal control being found in reporting period
Disclosure date for self-evaluation
2013-04-23
report of internal control (Full-text)
Disclosure index for self-evaluation
http://www.cninfo.com.cn/
report of internal control (Full-text)
V. Auditing report of internal control
√ Applicable □ Not applicable
Auditing comments section in audit report of internal control
CPA takes opinions that: in all material aspects, Nanshan Power Co., Ltd. keeps an efficiency of internal control of financial report
according to relevant regulations as well as Basic Rules of Internal Control for Enterprises
Disclosure date for audit report of
2013-04-23
report of control (Full-text)
Disclosure index for audit report of
http://www.cninfo.com.cn/
report of control (Full-text)
Whether CPA carries out qualified opinion for audit report of internal control or not
□Yes √No
Whether the opinions are consistent in audit report of internal control carrying out by CPA and the self-evaluation report of the Board
√Yes □ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
Not applicabl
1
Shenzhen Nanshan Power Co., Ltd.
Financial Statements and Audit Report
The Fiscal Year as of Dec. 31, 2012
2
深圳南山热电股份有限公司
Financial Statements and Audit Report
The Fiscal Year as of Dec. 31, 2012
Contents Page
Auditors Report 1-2
Balance Sheet of the Company and Consolidated Balance Sheet 3-4
Profit Statement of the Company and Consolidated Profit Statement
5-6
Cash Flow Statement of the Company and Consolidated Cash Flow Statement 7-8
Statement of Changes in Shareholder Equity of the Company and
Consolidated Statement of Changes in Shareholder Equity 9 - 10
Annotations of Financial Statements 11 - 94
1
Auditors Report
De Shi Bao (Shen) Zi (13) No.[P1131]
To Shareholders of Shenzhen Nanshan Power Co., Ltd.,
We have audited the accompanying financial statements of Shenzhen Nanshan Power Co., Ltd.
(hereinafter referred to as “the Company”), including Balance Sheet of the Company and Consolidated
Balance Sheet as of December 31, 2012, Profit Statement of the Company and Consolidated Profit
Statement, Statement of Changes in Shareholder Equity of the Company and Consolidated Statement of
Changes in Shareholder Equity, Cash Flow Statement of the Company and Consolidated Cash Flow
Statement of fiscal year 2012 as well as Annotations of Financial Statements.
I. Responsibility of the Management of the Company for Financial Statements
It’s a responsibility of the management of the company to compile and make fair of and report financial
statements. Such responsibility is involved in: (1) Compile financial statement according to Accounting
Standard for Business Enterprises and make them fair reflection. (2) Design, execution and maintenance
of internal controls related to compilation of financial statements, for avoiding any material misstatement
in the financial statements due to fraud or mistake.
II. Responsibility of Certified Public Accountants
It’s our responsibility to give an audit opinion on these financial statements according to our audit. We
conducted our audit in accordance with the Independent Auditing Standards for China Certified Public
Accountants. Those Standards require that we abide by professional ethics, plan and perform the audit to
obtain reasonable assurance for whether the financial statements are free of material misstatement or not.
An audit is involved in executing auditing procedures to obtain audit evidence supporting the amounts
and disclosures in the financial statements. The auditing procedures are selected according to the CPA’s
judgment, and an audit also includes assessing the risk of any material misstatement in the financial
statements due to fraud or mistake. During risk assessment, we take internal controls related to the
compilation and fair listing of financial statements into account for not giving an opinion on the
effectiveness of internal controls but selecting suitable auditing procedures. An audit also includes
evaluating the applicability of accounting policies selected by the Management of the company and the
rationality of accounting estimates made by the Management of the company as well as evaluating the
overall presentation of financial statements.
We believe that we obtained adequate suitable audit evidence that provides a reasonable basis for our
audit opinion.
-1-
III. Audit Opinion
In our opinion, the compilation of the Company’s financial statements conforms to the Accounting
Standards for Business Enterprises in all material respects, and these financial statements fairly reflected
company and the Company’s financial position and consolidated financial position as of December 31,
2012, as well as annual operating results of the company and consolidated operating results, cash flow of
the company and consolidated cash flow in the fiscal year 2012 then ended.
IV. Explanatory Paragraph
We hereby remind the users of the Company’s financial statements of paying attention to that, as stated in
(VII) “Contingencies” of Annotations of Financial Statements, the company hasn’t achieved a consensus
with J. Aron (Singapore) Private Company yet in respect of liabilities and compensations after the
termination of an option agreement, and both parties may solve the dispute between them in a judicial
way. Because the final result of the matter above can’t be reliably estimated, the Company didn’t identify
estimated liability in the financial statements. Nevertheless, the content of this paragraph doesn’t
influence our audit opinion presented above.
Deloitte Touche Tohmatsu CPA (LLP)
Shanghai, China
Chinese Certified Public Accountant
Chinese Certified Public Accountant
19 April 2013
-2-
深圳南山热电股份有限公司
2012-12-31
Consolidated Balance Sheet
Unit: RMB
Balance at Balance at
Balance at
Item Note Balance at year-end year-begin Item 附 Note year-begin
year-end
(re-stated) (re-stated)
Current assets: Current liabilities:
Monetary fund (V)1 526,852,121.41 695,095,052.12 Short-term loan (V)16 3,210,361,552.86 3,265,824,953.89
Account
(V)2 924,997,868.15 934,640,019.03 Note payable (V)17 29,670,000.00 43,820,200.00
receivable
Account paid in
(V)3 12,132,738.08 31,576,397.23 Account payable (V)18 70,970,449.91 214,748,889.66
advance
Other accounts Account received in
(V)4 16,297,883.22 124,599,842.72 (V)19 14,586,000.00 14,586,000.00
receivable advance
Inventory (V)5 1,220,486,524.51 1,258,195,597.25 Remuneration payable (V)20 35,431,332.25 32,691,674.04
Other current
(V)6 606,661,855.88 529,703,432.24 Tax payable (V)21 2,961,440.37 7,802,638.34
assets
Total of current
3,307,428,991.25 3,573,810,340.59 Interest payable (V)22 86,232,475.82 75,462,594.51
assets
Non-current
Other account payables (V)23 303,027,729.31 358,597,380.00
assets:
Long-term equity Non-current liabilities
(V)7 49,315,000.00 37,315,000.00 (V)24 - 50,000,000.00
investment due within one year
Investment real
(V)8 4,429,359.55 4,872,045.07 Total current liabilities 3,753,240,980.52 4,063,534,330.44
estate
Fixed assets (V)9 2,040,100,204.81 2,227,103,579.26 Non-current liabilities:
Project under
(V)10 47,177,164.98 46,866,969.48 Long-term borrowing (V)25 16,000,000.00 26,000,000.00
construction
Other non-current
Intangible assets (V)11 62,471,514.35 63,807,538.62 (V)26 44,015,465.64 5,104,791.66
liabilities
Long-term
Total non-current
unamortized (V)12 45,822.68 95,810.84 60,015,465.64 31,104,791.66
liabilities
expenses
Deferred income
(V)13 2,782,546.88 3,714,114.31 Total liabilities 3,813,256,446.16 4,094,639,122.10
tax assets
Other non-current
(V)14 22,317,125.48 24,864,716.98 Shareholders’ interest
assets
Total of
2,228,638,738.73 2,408,639,774.56 Share capital (V)27 602,762,596.00 602,762,596.00
non-current assets
Capital reserve (V)28 363,633,446.84 363,629,927.51
Reserve surplus (V)29 332,908,397.60 332,908,397.60
Retained profit (V)30 249,614,987.36 454,070,630.72
Total equity attributable
to shareholders of 1,548,919,427.80 1,753,371,551.83
parent company
Minority shareholders’
173,891,856.02 134,439,441.22
equity
Total of shareholders'
1,722,811,283.82 1,887,810,993.05
equity
Total of liabilities and
Total of assets 5,536,067,729.98 5,982,450,115.15 5,536,067,729.98 5,982,450,115.15
shareholders' equity
Annotation is part of the Fiancnial Statement
The financial statement from Page 3 to Page 94 will sign by the followed principal:
Legal person ___________________
Person in charge of accounting works___________________
-3-
深圳南山热电股份有限公司
CFO___________________
Person in charge of accounting organ ___________________
-4-
深圳南山热电股份有限公司
2012-12-31
Balance sheet of the Company
Unit: RMB
Balance at Balance at
year-begin Item 附 Note Balance at year-end year-begin
Item 附 Note Balance at year-end (re-stated) (re-stated)
Current assets: Current liabilities:
Monetary fund 204,114,395.05 303,150,447.89 Short-term loan 1,929,000,000.00 1,880,824,953.89
Account receivable (XI)1 589,569,090.03 646,023,065.42 Account payable 9,875,959.85 145,440,717.47
Account paid in Account received in
394,954.21 489,676.70 14,586,000.00 14,586,000.00
advance advance
Remuneration
Dividend receivable 654,140,866.58 654,140,866.58 17,344,092.23 16,426,938.52
payable
Other accounts (XI)2
1,391,822,925.79 1,525,724,625.88 Tax payable 1,073,552.54 2,805,504.27
receivable
Inventory 88,668,143.49 112,185,828.84 Interest payable 4,066,892.25 5,585,474.16
Other account
Other current assets 435,035,629.99 621,856,196.40 801,846,707.84 1,064,365,847.79
payables
Total current
Total current assets 3,363,746,005.14 3,863,570,707.71 2,777,793,204.71 3,130,035,436.10
liabilities
Non-current
Non-current assets:
liabilities:
Long-term equity (XI)3 Other non-current
741,297,849.76 536,797,849.76 36,270,689.55 -
investment liabilities
(XI)4 Total non-current
Fixed assets 279,009,436.68 327,435,225.16 36,270,689.55 -
liabilities
Construction in
35,828,374.94 36,184,921.10 Total liabilities 2,814,063,894.26 3,130,035,436.10
process
Shareholders’
Intangible assets 9,419,549.87 10,658,977.27
interest
Long-term
unamortized 45,822.68 95,810.84 Share capital 602,762,596.00 602,762,596.00
expenses
Total non-current
1,065,601,033.93 911,172,784.13 Capital reserve 288,769,132.47 288,769,132.47
assets
Reserve surplus 332,908,397.60 332,908,397.60
Retained profit 390,843,018.74 420,267,929.67
Total of
1,615,283,144.81 1,644,708,055.74
shareholders’ equity
Total of liabilities
Total assets 4,429,347,039.07 4,774,743,491.84 and shareholders’ 4,429,347,039.07 4,774,743,491.84
equity
-5-
深圳南山热电股份有限公司
Ended as 31st December 2012
Consolidated Profit Statement
Unit: RMB
Amount in this
Item Note year Amount at last year
I. Total operation income (V)31 1,265,445,768.29 2,415,817,730.35
Including: operation income 1,265,445,768.29 2,415,817,730.35
II. Total operation cost 2,476,584,780.12 3,928,456,443.60
Including: operation cost (V)31 2,087,264,770.22 3,589,704,382.71
Operation tax and surcharge (V)32 7,623,350.20 12,574,988.91
Sales expense 2,308,615.35 818,301.34
Management expense (V)33 105,788,572.54 97,538,885.64
Financial expense (V)34 247,564,983.52 204,297,949.90
Loss of assets impairment (V)35 26,034,488.29 23,521,935.10
Add: Investment income (V)36 - 23,329,325.70
Including: gain from investment into affiliated and joint
- (90,201,890.81)
enterprises
III. Total operation profit (losses) (1,211,139,011.83) (1,489,309,387.55)
Add: Non-operation income (V)37 979,204,618.46 1,516,790,851.26
Less: Non-operation expense (V)38 210,609.14 5,225,709.23
Including:Loss from disposal of non-current assets 202,167.83 4,985,709.23
IV. Total profit (total losses) (232,145,002.51) 22,255,754.48
Less: income tax expense (V)39 2,859,105.88 13,224,142.33
V. Net profit (net losses) (235,004,108.39) 9,031,612.15
Net profit attributable to shareholders of parent company (204,455,643.36) 17,529,063.37
Minority shareholders’ equity (30,548,465.03) (8,497,451.22)
VI. Earnings per share
(I) Basic earnings per share (V)40 (0.34) 0.03
(II) Diluted earnings per share Not applicable Not applicable
VII. Other consolidated incomes - -
VIII. Total consolidated incomes (235,004,108.39) 9,031,612.15
Total of consolidated incomes attributable to shareholders of the parent
company
(204,455,643.36) 17,529,063.37
Total of consolidated incomes attributable to minority shareholders (30,548,465.03) (8,497,451.22)
-6-
深圳南山热电股份有限公司
Ended as 31st December 2012
Profit Statement of the Company
Unit: RMB
Amount in this Amount at last
Note
Item year year
I. Operation income (XI)5 548,784,523.09 990,279,741.52
Less: operation cost (XI)5 925,122,226.56 1,598,330,636.84
Operation tax and surcharge 4,982,471.97 4,276,838.43
Management expense 48,373,249.58 39,248,022.53
Financial expense 59,884,117.56 80,500,949.95
Loss of assets impairment 9,970,118.75 16,041,488.47
Add: Investment income (XI)6 - 151,166,247.74
Including: gain from investment into affiliated and joint
- (90,201,890.81)
enterprises
II. Total operation profit (losses) (499,547,661.33) (596,951,946.96)
Add: Non-operation income 470,149,238.93 787,454,425.82
Less: Non-operation expense 26,488.53 4,739,263.73
Including: Loss from disposal of non-current assets 23,702.69 4,639,263.73
III. Total profit (total losses) (29,424,910.93) 185,763,215.13
Less: income tax expense - -
IV. Net profit (net losses) (29,424,910.93) 185,763,215.13
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 incomes - -
VII. Total consolidated incomes (29,424,910.93) 185,763,215.13
-7-
深圳南山热电股份有限公司
Ended as 31st December 2012
Consolidated Cash Flow Statement
Unit: RMB
Item Note Amount in this year Amount at last year
I. Net cash flow from operation activities
Cash received from sales of products and supply of labor 1,579,851,176.49 2,862,823,434.28
Cash received and related to other operation activities (V)41(1) 946,054,456.98 1,095,531,688.86
Subtotal of cash inflows from operation activities 2,525,905,633.47 3,958,355,123.14
Cash paid for purchase of goods and acceptance of labor 2,247,244,437.44 3,458,138,395.82
Cash paid to or for staff 127,772,329.30 122,354,380.02
Taxes paid 23,649,190.50 85,020,697.83
Cash paid and related to other operation activities (V)41(2) 21,192,232.40 20,556,308.21
Subtotal of cash outflows from operation activities 2,419,858,189.64 3,686,069,781.88
Net cash flow from operation activities (V)42(1) 106,047,443.83 272,285,341.26
II. Cash flow from investment activities
Cash received from divestment 106,342,100.00 233,761,500.00
Net cash drawback from disposal of capital assets, intangible assets
1,383,136.71 5,830,593.98
and other long-term assets
Net cash received from disposal of subsidiaries or other business units - -
Other investment-related cash received (V)41(3) 3,240,000.00 -
Sub-total of cash inflows of investment activities 110,965,236.71 239,592,093.98
Cash paid for construction of fixed assets, intangible assets and other
88,356,408.59 118,967,984.75
long-term assets
Cash paid for investment 12,000,000.00 47,881,000.00
Sub-total of cash outflows from investment activities 100,356,408.59 166,848,984.75
Net cash flow from investment activities 10,608,828.12 72,743,109.23
III. Cash flow from financing activities
Cash received from investment absorbed 70,000,879.83 -
Including: cash received from minority’s investment absorbed 70,000,879.83 -
Cash received from obtaining borrowings 3,805,245,561.04 4,606,524,953.89
Cash received from other financing-related activities (V)41(4) 62,536,060.00 -
Subtotal of cash inflow from financing activities 3,937,782,500.87 4,606,524,953.89
Cash paid for debts 3,920,708,962.07 4,613,100,000.00
Cash paid for dividend or profit distribution, or interest 236,300,856.48 247,230,099.58
Including:dividend and profit paid to minority shareholders from
- -
subsidiary
Other funding-related cash payment (V)41(5) - 52,536,060.00
Subtotal of cash outflows from financing activities 4,157,009,818.55 4,912,866,159.58
Cash flow from financing activities 净额 (219,227,317.68) (306,341,205.69)
IV. Influence of exchange rate fluctuation on cash and cash equivalents 104,175.02 (755,066.72)
V. Net increase (decrease) of cash and cash equivalents (102,466,870.71) 37,932,178.08
Add: Balance of cash and cash equivalents at Period-beginning (V)42(2) 629,318,992.12 591,386,814.04
VI. Balance of cash and cash equivalents at year-end (V)42(2) 526,852,121.41 629,318,992.12
-8-
深圳南山热电股份有限公司
Ended as 31st December 2012
Cash Flow Statement of the Company
Unit: RMB
Amount in this
Item Note Amount at last year
year
I. Cash flow from operation activities
Cash received from sales of products and supply of labor 579,299,367.43 1,488,063,617.89
Cash received and related to other operation activities 501,642,103.39 408,298,789.45
Subtotal of cash inflows from operation activities 1,080,941,470.82 1,896,362,407.34
Cash paid for purchase of goods and acceptance of labor 1,086,702,545.85 1,438,945,047.77
Cash paid to or for staff 76,737,937.63 73,529,415.16
Taxes paid 8,187,713.51 4,324,863.93
Cash paid and related to other operation activities 22,446,221.88 30,206,802.30
Subtotal of cash outflows from operation activities 1,194,074,418.87 1,547,006,129.16
Net cash flow from operation activities (XI)7(1) (113,132,948.05) 349,356,278.18
II. Cash flow from investment activities
Cash received from divestment 106,342,100.00 233,761,500.00
Net cash drawback from disposal of capital assets, intangible
- 111,378.00
assets and other long-term assets
Net cash received from disposal of subsidiaries or other
- -
business units
Other investment-related cash received 686,773,114.16 380,226,906.00
Sub-total of cash inflows of investment activities 793,115,214.16 614,099,784.00
Cash paid for construction of fixed assets, intangible assets
30,347,045.67 34,750,295.15
and other long-term assets
Cash paid for investment 204,500,000.00 56,841,000.00
Other investment-related cash payment 375,603,098.49 591,135,987.91
Sub-total of cash outflows from investment activities 610,450,144.16 682,727,283.06
Net cash flow from investment activities 182,665,070.00 (68,627,499.06)
III. Cash flow from financing activities
Cash received from obtaining borrowings 2,464,000,000.00 2,788,924,953.89
Cash received from other financing-related activities - 238,028,176.33
Subtotal of cash inflow from financing activities 2,464,000,000.00 3,026,953,130.22
Cash paid for debts 2,415,824,953.89 3,126,100,000.00
Cash paid for dividend or profit distribution, or interest 142,335,711.70 147,832,985.16
Other funding-related cash payment 74,407,479.09 -
Subtotal of cash outflows from financing activities 2,632,568,144.68 3,273,932,985.16
Cash flow from financing activities 净额 (168,568,144.68) (246,979,854.94)
IV. Influence of exchange rate fluctuation on cash and cash
(30.11) 32,392.53
equivalents
V. Net increase (decrease) of cash and cash equivalents (99,036,052.84) 33,781,316.71
Add: Balance of cash and cash equivalents at (XI)7(2)
303,150,447.89 269,369,131.18
Period-beginning
VI. Balance of cash and cash equivalents at year-end (XI)7(2) 204,114,395.05 303,150,447.89
-9-
深圳南山热电股份有限公司
Ended as 31st December 2012
Consolidated Statement of Changes in Shareholders’ Equity
Unit: RMB
Amount in this year Amount at last year
Equity attributable to Shareholder of parent company Minor Equity attributable to Shareholder of parent company Minor shareholders’ Total shareholders’
shareholders’ Total shareholders’ equity equity
Retained profit
Item Share capital Capital reserve Reserve surplus Retained profit equity equity Share capital Capital reserve Reserve surplus Total shareholders’
equity
I. Balance at the end of last 602,762,596.00 363,629,927.51 332,908,397.60 454,070,630.72 134,439,441.22 1,887,810,993.05 602,762,596.00 363,629,927.5 332,908,397.60 436,541,567.35 196,615,862.35 1,932,458,350.81
year 1
Add: Changes of - - - - - - - - - - - -
accounting policy
Error correction of the
- - - - - - - - - - - -
last period
II. Balance at the beginning 602,762,596.00 363,629,927.51 332,908,397.60 454,070,630.72 134,439,441.22 1,887,810,993.05 602,762,596.00 363,629,927.5 332,908,397.60 436,541,567.35 196,615,862.35 1,932,458,350.81
of current year 1
III. Increase/decrease - 3,519.33 - (204,455,643.36) 39,452,414.80 (164,999,709.23) - - - 17,529,063.37 (62,176,421.13) (44,647,357.76)
changed in Year
(i) Net profit - - - (204,455,643.36) (30,548,465.03) (235,004,108.39) - - - 17,529,063.37 (8,497,451.22) 9,031,612.15
(ii) Other consolidated - - - - - - - - - - - -
income
Subtotal of the above (i) - - - (204,455,643.36) (30,548,465.03) (235,004,108.39) - - - 17,529,063.37 (8,497,451.22) 9,031,612.15
and (ii)
(III) Total shareholders’
devoted and decreased - 3,519.33 - - 70,000,879.83 70,004,399.16 - - - - - -
capital
1．Total shareholders’
- - - - 70,000,879.83 70,000,879.83 - - - - - -
devoted capital
2. Amount of shares payment
reckoned into total - - - - - - - - - - - -
shareholders’ equity
3. Others - 3,519.33 - - - 3,519.33 - - - - - -
(IV) Profit distribution - - - - - - - - - - (53,678,969.91) (53,678,969.91)
1． Reserve surplus - - - - - - - - - - - -
withdrwal
2． Allocation of Tttal - - - - - - - - - - (53,678,969.91) (53,678,969.91)
shareholders’ equity
3．Other - - - - - - - - - - - -
(V) Carrying forward
- - - - - - - - - - - -
internal shareholders’ equity
1. Capital reserves conversed
- - - - - - - - - - - -
to share capital
2．Reserve surplus conversed
- - - - - - - - - - - -
to share capital
3. Remedying loss with - - - - - - - - - - - -
surplus reserve
4. Others - - - - - - - - - - - -
- 10 -
深圳南山热电股份有限公司
IV. Balance at the end of this 363,629,927.5
602,762,596.00 363,633,446.84 332,908,397.60 249,614,987.36 173,891,856.02 1,722,811,283.82 602,762,596.00 332,908,397.60 454,070,630.72 134,439,441.22 1,887,810,993.05
year 1
- 11 -
深圳南山热电股份有限公司
Ended as 31st December 2012
Statement on Changes of Shareholders’ Equity of the Company
Unit: RMB
Amount in this year Amount at last year
Retained profit Total of shareholders’ Retained profit Total of shareholders’
Item Share capital Capital reserve Reserve surplus equity Share capital Capital reserve Reserve surplus equity
I. Balance at the end of last year 602,762,596.00 288,769,132.47 332,908,397.60 420,267,929.67 1,644,708,055.74 602,762,596.00 288,769,132.47 332,908,397.60 234,504,714.54 1,458,944,840.61
Add: Changes of accounting - - - - - - - - - -
policy
Error correction of the last period - - - - - - - - - -
II. Balance at the beginning of current 602,762,596.00 288,769,132.47 332,908,397.60 420,267,929.67 1,644,708,055.74 602,762,596.00 288,769,132.47 332,908,397.60 234,504,714.54 1,458,944,840.61
year
III. Increase/decrease changed in Year - - - (29,424,910.93) (29,424,910.93) - - - 185,763,215.13 185,763,215.13
(i) Net profit - - - (29,424,910.93) (29,424,910.93) - - - 185,763,215.13 185,763,215.13
(ii) Other consolidated income - - - - - - - - - -
Subtotal of the above (i) and (ii) - - - (29,424,910.93) (29,424,910.93) - - - 185,763,215.13 185,763,215.13
(III) Total shareholders’ devoted and - - - - - - - - - -
decreased capital
1．Total shareholders’ devoted capital - - - - - - - - - -
2. Amount of shares payment reckoned - - - - - - - - - -
into total shareholders’ equity
3. Others - - - - - - - - - -
(IV) Profit distribution - - - - - - - - - -
1． Reserve surplus withdrwal - - - - - - - - - -
2． Allocation of Tttal shareholders’ - - - - - - - - - -
equity
3．Other - - - - - - - - - -
(V) Carrying forward internal - - - - - - - - - -
shareholders’ equity
1. Capital reserves conversed to share - - - - - - - - - -
capital
2．Reserve surplus conversed to share - - - - - - - - - -
capital
3. Remedying loss with surplus reserve - - - - - - - - - -
4. Others - - - - - - - - - -
IV. Balance at the end of this year 602,762,596.00 288,769,132.47 332,908,397.60 390,843,018.74 1,615,283,144.81 602,762,596.00 288,769,132.47 332,908,397.60 420,267,929.67 1,644,708,055.74
- 12 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
(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.
After approved by Document Shen Zhu Ban Fu No. 179 in 1993 issued by Shenzhen Securities
Regulatory Office, on 3 January 1994, the Company offered 40,000,000 RMB common shares and
37,000,000 domestically listed foreign shares in and out of China. And the RMB common shares
(A-stock) and domestically listed foreign listed shares (B-stock) were listed in Shenzhen Securities
Exchange successively on July 1, 1994 and Nov. 28, 1994.
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 31 December 2012, the total current liabilities of the Company exceeded the total current assets
with RMB 445,811,989.27. Meanwhile, as set out in note (VII) 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 RMB
1,350,968,447.14 which was available to satisfy the Group’s capital requirements, and also since the
Company believed that the matters set out in note (VII) Contingent events would not result in material
cash outflow in the first half of 2013 for the Group, the Company prepared this financial statement
assuming a continued operation.
Book keeping basis and pricing principle
- 13 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
- 14 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
(II) Preparation basis of Financial Statements-Continued
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 31st December 2012, and the Company together with its consolidated operation results, and
consolidated cash flow for the year 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.
- 15 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
(II) Preparation basis of Financial Statements-Continued
5 ． Accounting methods for consolidation of enterprises under the same control or
otherwise-Continued
5.2 Consolidation of enterprises not under the same control and goodwill-Continued
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.
- 16 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
(II) Preparation basis of Financial Statements-Continued
6． Preparation methods for corporate consolidated statements-Continued
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.
- 17 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
(II) Preparation basis of Financial Statements-Continued
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.
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.
- 18 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
(II) Preparation basis of Financial Statements-Continued
9. Financial instruments-Continued
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.
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;
- 19 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
(9) Other objective evidence to prove the impairment of the financial assets.
(II) Preparation basis of Financial Statements-Continued
9. Financial instruments-Continued
9.4 Impairment of financial assets-Continued
- 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 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
- 20 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
recognition termination part but into the other consolidated income, and the above diluted book value, is
reckoned into the current loss/gain.
(II) Preparation basis of Financial Statements-Continued
9. Financial instruments-Continued
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 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.
- 21 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
(II) Preparation basis of Financial Statements-Continued
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 as
amount standard of items with single substantive account receivable
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 single impairment in the test, it is included in the account receivable portfolio
substantive account receivable of the similar credit risk characters for the impairment test. 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 amount The Company believed that the account receivable with individual minor amount and
and with individual major amount but without with individual major amount but without impairment found after separately testing
impairment found after separately testing has a lower credit risk. The Company withdrawal no bad debt provision 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
If there is evidence proving that the credit risk of certain account
Reasons for bad debt provision single 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
- 22 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
(II) Preparation basis of Financial Statements-Continued
11. Inventory-Continued
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.
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.
- 23 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
(II) Preparation basis of Financial Statements-Continued
12. Long-term equity investment -Continued
12.2 Follow-up measurement and gain/loss recognition-Continued
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 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
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
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
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
(II) Preparation basis of Financial Statements-Continued
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:
Annual depreciation
Item Life expectancy Salvage value rate
rate
Houses and buildings 20-year 10% 4.5%
Equipment (fuel machinery group excluded) 15-20-year 10% 4.5%-6%
The work quantity
10%
Equipment--fuel machinery group (note) method
Transportation tools 5-year 10% 18%
Other equipment 5-year 10% 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.
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
Note: gas turbine generator set is provided with depreciation under workload method, namely to
determine the depreciation amount per hour of gas turbine generator set based on equipment value,
predicted net remaining value and predicted generation hours. Details are set out as follows:
Depreciation amount
Name of the Company Fixed assets (RMB/Hour)
Generating unit 1# 4,225.09
The Company Generating unit 3# 4,401.76
Generating unit 7# 4,407.11
(“ New Power Company ”)Shenzhen New Power
Generating unit 10# 3,954.47
Industrial Co., Ltd. (“New Power Company”)
Shen Nan Dian (Zhongshan) Power Co., Ltd. (“Zhongshan Generating unit 1# 3,856.98
Power Company”) Generating unit 3# 3,799.49
Shen Nan Dian (Dongguan) Weimei Power Co., Ltd. Generating unit 1# 4,107.76
(“Weimei Power Company”) Generating unit 3# 3,850.07
(II) Preparation basis of Financial Statements-Continued
14. Fixed assets -Continued
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.
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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
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.
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
(II) Preparation basis of Financial Statements-Continued
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. Detail recognization according to specific
revenue:
Power sales revenue
The Group generates electricity by thermal power, and realizes sales through incorporation into
Guangdong power grid. As for power sales, the Group realizes revenue when it produces electricity and
obtains the grid power statistics table confirmed by the power bureau.
20.2 Revenue from Providing Labor Service
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
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.
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 and recognized as government subsidy income.
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
According to the notice on collection of gas and fuel process fee on temporary basis (YFH(2008)No.31)
issued by the municipal government of Guangdong and the provisions of relevant documents issued by
Guangdong price bureau, Zhongshan Power Company and Weimei Power Company would confirm
government subsidy income when it receives subsidy for gas and fuel process fee or relevant certificate in
respect of collection of gas and fuel process fee subsidy.
Pursuant to the natural gas sales contract entered into between the Company, Weimei Power Company
and Guangdong Trade branch of China shipping liquefied petroleum gas (LPG) electric group co., LTD,
2011-2012 natural gas sales confirmation letter and its relevant supplementary agreements, the
Company and Weimei Power Company shall realize tax rebate income of natural gas import value-added
tax when it receives accounts from Guangdong Trade branch of China shipping liquefied petroleum gas
(LPG) electric group co., LTD.
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, 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.
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
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. Changes of main accounting estimation
Affected items in
Change of accounting estimation and reasons thereof Approval procedure Affected amount
statement
In order to reflect the application of fixed assets of Approval from the 9th Fixed assets, operating As calculated, consolidated
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
the Group on a truthful basis, thus to keep meeting of the 6th cost, sales expenses and net profit increased with
conforming accounting estimation of the Company board and the board of administration expenses RMB1,727,022.68 due to
and its subsidiaries, the depreciation term of the directors of relevant change of accounting
houses and buildings of the subsidiaries of the subsidiary estimation, among which,
Company change to 20 years from the original 20-40 RMB1,210,352.98 was net
years, 5 years for vehicles from the original 5-12 profit attributable to parent’
years, and 5 years for other equipments from the s shareholder
original 5-8 years, since 1 July 2012. The
depreciation term of the stream turbine generator set
and machines & equipments of the subsidiaries
Zhongshan Power Company and Weimei Power
Company change to 15 years from the original 10-20
years; the workload of gas turbine generator set
changes to 60,000 hours from the original 100,000
hours; the depreciation method of stream turbine
generator set (#2 and #4 generator set of Zhongshan
Power Company and #2 and #4 generator set of
Weimei Power Company) changes to straight-line
method from the workload method.(note)
Note:
Life expectancy, salvage value rate and annual depreciation rate for vary fixed asstes before changes:
Type Life expectancy Salvage value rate Annual depreciation rate
Houses and buildings 20-40-year 10% 2.25%-4.5%
Equipment (fuel machinery group excluded) 10-20-year 10% 4.5%-9%
Equipment--fuel machinery group 10% The work quantity method
Transportation tools 5-12-year 10% 7.5%-18%
Other equipment 5-8-year 10% 11.25%-18%
Life expectancy, salvage value rate and annual depreciation rate for vary fixed asstes after changes:
Type Life expectancy Salvage value rate Annual depreciation rate
Houses and buildings 20-year 10% 4.5%
Equipment (fuel machinery group excluded) 15-20-year 10% 4.5%-6%
Equipment--fuel machinery group 10% The work quantity method
Transportation tools 5-year 10% 18%
Other equipment 5-year 10% 18%
Depreciation for generation hourly from fuel machinery group before changes:
Name of the Company Fixed assets Depreciation amount (RMB/Hour)
Generating unit 1# 4,225.09
The Company Generating unit 3# 4,401.76
Generating unit 7# 4,407.11
New Power Company Generating unit 10# 3,954.47
Generating unit 1# 1,911.87
Zhongshan Power Company Generating unit 2# 688.66
Generating unit 3# 1,937.99
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
Generating unit 4# 693.18
Generating unit 1# 2,009.43
Generating unit 2# 585.11
Weimei Power Company
Generating unit 3# 1,980.18
Generating unit 4# 585.08
Depreciation for generation hourly from fuel machinery group after changes:
Name of the Company Fixed assets Depreciation amount (RMB/Hour)
Generating unit 1# 4,225.09
The Company Generating unit 3# 4,401.76
Generating unit 7# 4,407.11
New Power Company Generating unit 10# 3,954.47
Generating unit 1# 3,856.98
Zhongshan Power Company
Generating unit 3# 3,799.49
Generating unit 1# 4,107.76
Weimei Power Company
Generating unit 3# 3,850.07
25. Other Main Accounting Policies, Estimations and Preparation Method
25.1 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.
25.2 Debt restructures
25.2.1. 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
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
25.2.2. Obligation of recording debt restructuring as loaner
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.
26. 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
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深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
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.
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
VAT (Note Output tax calculated based on the 11%, 13% or 17% of
Balance of current output tax deducting current input tax
1) the sales volume regulated by Tax Law
Business tax
Income of business 3% or 5%
(Note1)
City
maintenance VAT and business tax actually paid 1%, 5% or 7%
tax
Education
VAT and business tax actually paid 3%
surtax
Local
education VAT and business tax actually paid 2%
surtax
Enterprise
Taxable income 16.5% to 25%(Note2)
income tax
Value-added amount from transferring state-owned land use
Land VAT Four level progressive rates
right , landing construction and its affiliates
Real estate Calculated by the original value of real estate deducting 30%; 1.2% for the remaining sum of real estate; 12% for the
tax rent income of the real estate rent income of the real estate
Land-use tax
Land occupation actually area 2.5 Yuan ~ 9Yuan per square meter
of town
- 36 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
Note 1: during the period from 1 January 2012 to 31 October 2012, Shenzhen Xiefu Oil Supply Co., Ltd.(hereinafter referred to as Xiefu Oil
Supply), subsidiary of the Company, paid business tax at tax rate of 3% in respect of the transportation income. According to the notice on
trial collection of value-added tax instead of business tax for transportation industry and certain modern service industries in Beijing and
other seven provinces and cities issued by the ministry of finance and State Administration of Taxation (CS(2012)No.71), the aforesaid
income of Xiefu Oil Supply shall be levied with value-added tax at 11% as modern service industry instead of the original business tax since
1 November 2012.
Note2: Tax rate of the enterprise income tax for the Company and its subsidiaries are shown as follows:
Name of the Company and its subsidiaries Tax rate of enterprise 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%
Server Petrochemical Supplying Co 25% 24%
Shennandian Environment Protection Co., Ltd. (“Environment Protection 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%
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%
The Company, New Power Company, Engineering Company and Xiefu Oil are enterprises based on economic special zone, and Zhongshan
Power Company and Weimei Power Company are foreign investment enterpeises engaging in energy production. Prior to 1 January 2008,
the Company and the above subsidiaries were applicable to income tax rate of 15%, and gradually transit to the legal tax rate of 25% within
5 years since 1 January 2008. For this year, the applicable tax rate of the Company and the above subsidiaries are 25%.
2. Taxes preferential and approvals
Tax Name of the company Relevant regulation and policies basis Approval institution Approval documents Exemption range Perio
” Notice of adjustment and perfection
Environment on resources comprehensive usage VAT free for
VAT Not applicable Not applicable Not a
Protection Co., and labor VAT policy”(CS sludge treatment
No.115[2011])
” Arrangement of avoidance of
Enterprise double-taxation and prevention of tax Levy income tax
income Syndisome Co., free in mainland China and Hong Not applicable Not applicable by 10% of total Not a
tax Kong Special Administrative share interests
Region”(GSH No. 884[2006])
No enterprise
income tax
Enterprise State Tax Bureau of Shen Guo Sui Nan
’Enterprise Income Tax Law of should pay for
income Syndisome Co., Nanshan Distict Kou Jiao Bei Zi No.: Not a
People’s Republic of China” the dividend
tax Shenzhen [2011]0011
before 31
December 2007
- 37 -
深圳南山热电股份有限公司
Annotations of the financial statements
Ended as 31st December 2012
- 38 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(IV) Enterprise merger and Consolidated Financial Statement
Particular about subsidiaries
1. Subsidiaries obtained through establishment or investment
Unit: RMB
Other
item Prop Prop
balance ortio ortio
of net n n of
Full name of the Type of Registe Business
Register capital investme share voti Consol Amount
subsidiaries subsidiaries r place nature
nt s ng idated written down
Actual towards held right stateme Minority minority
investment at subsidiari (%) (%) nt shareholder shareholders’
Business scope year-end es Yes/No s’ equity equity
Server
Petrochemical Self-business of fuel and agent for
Limited Shenzh 39,252,013.0
Supplying Co Trading 53,300,000.00 import-export; fuel and oil storage business 26,650,000.00 - 50 50 Yes N/A
Liability en 7
(excluding product oil)
(Note1)
Jointed Power Technical development on wasted-heat usage,
New Power Shenzh 113,850,000.0
enterprise(H.K- generatio 113,850,000.00 power generation by wasted-heat and fuel - 100 100 Yes - N/A
Company en 0
capital) n power
Zhongshan Power Jointed Power
Company Zhongs Fuel power, waste heat power, power & heat 597,440,000.0 27,586,419.5 121,773,580.5
enterprise(H.K- generatio 746,800,000.00 - 80 80 Yes
han supplying , leasing of wharf and oil depot 0 0 0
(Note2) capital) n
technical consultation and relevant
Engineeri
Jointed maintenance and inspection on running
Shenzh ng
Engineering Co enterprise(H.K- 10,000,000.00 equipments for the union cycle power station 13,520,000.00 - 100 100 Yes - N/A
en consultati
capital) by fuel gas and steam, import and export of
on
goods and technology
Jointed Power
Weimei Power Donggu US$ Establishment and operation of natural gas 208,102,049.7 90,008,831.2
enterprise(H.K- generatio - 70 70 Yes N/A
Company an 35,040,000.00 power station 6 8
capital) n
Jointed
Environment Shenzh Engineeri
enterprise(H.K- 79,000,000.00 Sludge drying 79,000,000.00 - 100 100 Yes - N/A
Protection Co., en ng
capital)
Huidong Xiefu Establishment and operation of
Co. Limited Huizho Pier comprehensive pier and its affiliated facilities (5,720,959.6
8,620,000.00 6,465,001.00 - 84 84 Yes 7,104,469.64
Liability u operation 4)
(Note3)
- 39 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Establishment and operation of general cargo
Huidong Harbor Limited Huizho Pier
10,000,000.00 pier, oil product pier, oil depot and affiliated 5,500,000.00 - 55 55 Yes (111,881.14) 4,611,881.14
Co., Liability u operation
facilities
Note 1: the Company held 50% equity interests of Xiefu Oil Supply, which represented the most voting rights in the board of the company, thus the Company has effective control over Xiefu. Xiefu Oil Supply
was consolidated in the consolidated financial statement.
Note 2: according to the proposal on increase capital to Shennandian (Zhongshan) Power Co., Ltd. Considered and approved at the 4th extraordinary general meeting of 2011, the Company, its subsidiary
Xingdesheng and Zhongshan Xingzhong Group Corporation (Xingzhong Group) made contribution to Zhongshan Power Company respectively with RMB192.5 million, RMB87.5 million and RMB70 million
in 2012. The capital contribution has been verified by the verification report (ZCKZ(2012)No.304006) issued by Zhongshan Chengnuo Certified Public Accountants.
Note 3: on 28 November 2012, Xiefu Oil Supply, Shenzhen Paipu Energy Science and Technology Development Co., Ltd. (Shenzhen Paipu) and Jiahua Construction Preparation (Shenzhen) Co., Ltd.
(Shenzhen Jiahua) entered into the willing letter on transferring equity of Huidong Xiefu Port Comprehensive Development Co., Ltd.(willing letter), pursuant to which, Xiefu Oil Supply and Shenzhen Paipu
would transfer the equity interests held in Huidong Xiefu to Shenzhen Jiahua in two batches. For the first batch, Xiefu Oil Supply would transfer 33.95% equity interests held in Huidong Xiefu, and Shenzhen
Paipu would transfer the entire 16.05% equity interests held in Huidong Xiefu; for the second batch, Xiefu Oil Supply would transfer the whole or part remaining equity interests held in Huidong Xiefu. As at
the date for approving the issuance of this financial report, Xiefu Oil Supply, Shenzhen Paipu and Shenzhen Jiahua haven’t reached any formal equity transfer agreement, thus the Company still has effective
control over Huidong Xiefu. Accordingly, Huidong Xiefu was consolidated in the consolidated financial statement.
(2) Subsidiaries obtained through merger under no common control
Unit: RMB
Full name of Type of Register Business Register capital Business scope Actually Other item Proporti Propo Consoli Minority Amount written down
the subsidi place nature invested balance of net on rtion dated shareholders’ minority shareholders’
subsidiaries aries capital at investment shares of stateme equity equity
year-end towards held (%) voting nt
subsidiaries right Yes/No
(%)
Shennan Limited Singapor Trading SG$ 1,500,000.00 gas turbine and its 6,703,800.00 - 100 100 Yes - N/A
Singapore Liabilit e spares and fuel agents
y
Shenzhong Limited Zhongsha Real estate 177,800,000.00 real estate investment, - - 75 75 Yes 7,551,389.50 36,898,610.50
Development Liabilit n developmen property management,
Co., y t sales of self-owned
commercial houses,
rental and investment
Shenzhong Limited Zhongsha Real estate 60,000,000.00 real estate investment, - - 75 75 Yes 15,326,043.45 N/A
Property Liabilit n developmen property management,
Investment y t sales of self-owned
commercial houses,
rental and investment
Syndisome Limited Hong Import-expo HK$ 200,000.00 import-export trading 217,807.27 - 100 100 Yes - N/A
Co.,(Note) Liabilit Kong rt trading
- 40 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
y
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.
- 41 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(V) Notes to Consolidated Financial Statement
1. Monetary capital
Unit: RMB
Amount at year-end Amount at year-begin
Amount of
Exchan Amount of Exchan
foreign Amount of foreign Amount of RMB
ge Rate RMB ge Rate
Item currency currency
Cash:
RMB 92,269.34 1.0000 92,269.34 175,127.11 1.0000 175,127.11
HKD 82,656.91 0.8108 67,018.22 82,656.91 0.8107 67,009.95
USD 995.22 6.3329 6,255.46 995.22 6.3009 6,270.78
EUO 1,017.87 8.3176 8,466.22 1,017.87 8.1625 8,308.37
Bank savings:
RMB 517,941,029.26 1.0000 517,941,029.26 618,132,096.26 1.0000 618,132,096.26
HKD 791,646.26 0.8108 641,868.52 826,105.97 0.8107 669,724.11
USD 1,118,259.65 6.3329 7,081,863.75 1,968,962.94 6.3009 12,406,234.51
SGD 68,879.81 5.0929 350,797.98 98,879.81 4.8679 481,337.03
Other monetary capital:
RMB 657,919.99 1.0000 657,919.99 63,144,299.99 1.0000 63,144,299.99
USD 737.04 6.3329 4,632.67 737.04 6.3009 4,644.01
Total 526,852,121.41 695,095,052.12
Note: among the above other monetary capital, there are 0 yuan guarantee margin and draft margin included (on 31
December 2011: RMB 62,536,060.00) ; bank savings including time deposit due after three months as 0 yuan (on 31
December 2011: RMB3,240,000.00)
2. Account receivable
(1) Account receivable classified according to types:
Unit: RMB
Amount at year-end Amount at year-begin
Book Balance Bad debt provision Book Balance Bad debt provision
Propo Propor Propor Propor
rtion tion tion tion
Type Amount (%) Amount (%) Amount (%) Amount (%)
Account
receivable with
individual major
amount and 3,474,613.06 0.37 3,474,613.06 100.00 3,474,613.06 0.37 3,474,613.06 100.00
withdrawal bad
debt provision
independently
Accounts
receivable with 924,997,868.15 99.52 - - 934,640,019.03 99.53 - -
minor amount and
accounts
- 42 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
receivable with
major amount
found no
devaluation after
individual
devaluation test
Account
receivable with
individual minor
amount but 946,915.10 0.11 946,915.10 100.00 946,915.10 0.10 946,915.10 100.00
withdrawal bad
debt provision
independently
Total 929,419,396.31 100.00 4,421,528.16 0.48 939,061,547.19 100.00 4,421,528.16 0.47
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
Age Amount at year-end Amount at year-begin
Amount Propo Bad debt Book value Amount Propo Bad debt Book value
rtion provision rtion provision
(%) (%)
Within 732,926,788.3 732,926,788.3 934,298,767. 934,298,767.
78.86 - 99.49 -
1year 9 9 65 65
1 to 191,973,192.0 191,973,192.0
20.66 - 243,363.62 0.03 - 243,363.62
2years 0 0
2 to
- - - - - - - -
3years
Over 3 4,421,528. 4,421,528.1
4,519,415.92 0.48 97,887.76 4,519,415.92 0.48 97,887.76
years 16 6
929,419,396.3 100.0 4,421,528. 924,997,868.1 939,061,547. 100.0 4,421,528.1 934,640,019.
Total
1 0 16 5 19 0 6 03
(2) Account receivable with individual minor amount but withdrawal bad debt provision independently at
period-end:
Unit: RMB
Withdrawal amount Withdrawal
of bad debt proportion Reasons
Content of account receivable Balance of Book provision (%)
Account of engineering Un-recover for overdue
800,000.00 800,000.00 100.00
receivable
Amount of oil sales receivable 146,915.10 146,915.10 100.00 Un-recover for overdue
Total 946,915.10 946,915.10 100.00
(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
- 43 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Relationship Proportion in total
between the account receivable
Name of the company Company Amount Age (%)
Bureau of Finance of Government Within 1 year and 1
567,014,707.62 61.01
Shenzhen Municipality institution -2 year
Bureau of Finance of Government
155,879,313.96 Within 1 year 16.77
Dongguan Municipality institution
Bureau of Finance of Government
121,287,780.40 Within 1 year 13.05
Zhongshan Municipality institution
Guangdong Power Grid Non-related
75,732,202.11 Within 1 year 8.15
Corporation client
Government
Shenzhen Water Bureau 3,610,572.67 Within 1 year 0.39
institution
Total 923,524,576.76 99.37
3. Account paid in advance
(1) Account paid in advance classified according to age:
Unit: RMB
Amount at year-end Amount at year-begin
Proportion Proportion
Age Amount (%) Amount (%)
Within 1 year 11,952,501.89 98.51 31,358,682.53 99.31
1to 2years 1,200.00 0.01 280.00 -
2to 3years - - 84,031.98 0.27
Over 3 years 179,036.19 1.48 133,402.72 0.42
Total 12,132,738.08 100.00 31,576,397.23 100.00
(2) Top 5 companies in account paid in advance:
Unit: RMB
Relationship
Reasons for
Name of the company between the Amount Duration
unsettlement
Company
Purchase
Guangdong Trade Branch of CNOOC Gas & Power Non-related
6,105,091.77 Within 1 year amount paid
Group supplier
in advance
Purchase
Non-related
Ningbo Lvyuan LNG Development Co., Ltd. 5,009,957.52 Within 1 year amount paid
supplier
in advance
Purchase
Non-related
Zhongshan Nanlang Water Supply Co., Ltd. 21,751.60 Within 1 year amount paid
supplier
in advance
Purchase
Non-related
Guangzhou Yuexiu Guangxin Jidian Engineering Co 6,840.00 Within 1 year amount paid
supplier
in advance
Purchase
Zhongshan Liasion Office of Guangdong Fire Non-related
3,000.00 Within 1 year amount paid
Protection Association supplier
in advance
Total 11,146,640.89
(3)There are no account paid in advance of the shareholders who hold over 5 %( 5% included) voting
rights in report period.
- 44 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(4) Account paid in advance classified according to clients:
Unit: RMB
Type Amount at year-end Amount at year-begin
Account paid in advance with individual major amount 11,115,049.29 25,710,536.31
Account paid in advance with minor individual amount but has
104,724.21 133,402.72
major risks after combination of risk profile
Other minor account paid in advance 912,964.58 5,732,458.20
Total 12,132,738.08 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
(1) Other account receivable classified according to type:
Unit: RMB
Amount at year-end Amount at year-begin
Book balance Bad debt provision Book balance Bad debt provision
Propo
rtion Proporti Proporti Proport
Type Amount (%) Amount on (%) Amount on (%) Amount ion (%)
Account
receivable with
individual major
26,237,404. 26,237,404. 26,237,404.
amount and 26,237,404.46 56.48 100.00 16.79 100.00
46 46 46
withdrawal bad
debt provision
independently
Accounts
receivable with
minor amount
and accounts
receivable with 122,108,196
13,789,237.22 29.69 - - 78.15 - -
major amount .73
found no
devaluation after
individual
devaluation test
Account
receivable with
individual minor
3,916,461.4 7,904,555.6 5,412,909.6
amount but 6,425,107.45 13.83 60.96 5.06 68.48
5 3 4
withdrawal bad
debt provision
independently
100.0 30,153,865. 156,250,156 31,650,314.
Total 46,451,749.13 64.91 100.00 20.26
0 91 .82 10
The Group recognized other account receivable with over RMB 2 million (RMB 2 million included) as significant single amounts.
- 45 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Other account receivable classified according to age:
Unit: RMB
Amount at year-end Amount at year-begin
Propor
Proporti Bad debt tion Bad debt
Age Amount on (%) provision Book value Amount (%) provision Book value
Within 3,233,107.1 111,572,972 111,572,972.
6.96 - 3,233,107.11 71.41 -
1 year 1 .06 06
1to 2 11,164,372. 11,154,372.3
68,724.24 0.15 - 68,724.24 7.15 10,000.00
years 30 0
2to 3 11,133,553. 1,672,519.6
23.97 10,000.00 11,123,553.51 1.07 173,524.12 1,498,995.52
years 51 4
Over 32,016,364. 30,143,865. 31,840,292. 31,466,789
68.92 1,872,498.36 20.37 373,502.84
3years 27 91 82 .98
46,451,749. 30,153,865. 156,250,156 31,650,314 124,599,842.
Total 100.00 16,297,883.22 100.00
13 91 .82 .10 72
(2) Year-end account receivable with individual minor amount but withdrawal bad debt provision
independently:
Unit: RMB
Withdrawal
Content of other account receivable Book balance Withdrawal amount proportion Reasons
of bad debt provision (%)
Unrecover for those
3,278,632.28 1,404,953.09 42.85
Deposit receivable which was overdue
Unrecover for those
2,083,698.16 1,736,004.16 83.31
Dormitory amount receivable which was overdue
Bureau of Finance of Zhongshan Unrecover for those
219,192.00 21,919.20 10.00
Municipality which was overdue
Administrative Office of Nanshan Unrecover for those
50,000.00 5,000.00 10.00
District Shenzhen which was overdue
Unrecover for those
35,000.00 7,000.00 20.00
GE Company which was overdue
Other 97.76 Unrecover for those
758,585.01 741,585.00
which was overdue
Total 6,425,107.45 3,916,461.45 60.96
(3) Other receivable verified actually in this period
Unit: RMB
Arising from related
Content Verified amount Reasons transactions or not
Goods selling entrusted have
Goods selling entrusted 1,496,448.19 No
been disposed
(4) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting
rights in report period.
(5) Top 5 companies in other account receivable
- 46 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Unit: RMB
Relationship Proportion in total
Name of the company between the Amount Duration other account
Company receivable (%)
Huiyang Kangtai Industrial Project
14,311,626.70(Note) Over 3 years 30.80
Co., cooperation party
Shenzhen Dapeng LNG Sales Non-related
10,032,000.00 2-3years 21.60
Co., Ltd supplier
JINAN POWER EQUIPMENT Non-related
3,560,000.00 Over 3 years 7.66
FACTORY supplier
Within 1 year to
Deposit receivable 3,278,632.28 7.06
Over 3 years
Dormitory amount receivable 2,083,698.16 Over 3 years 4.49
Total 33,265,957.14 71.61
Note: 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. The Company withdrwal bad debt provision totally due to un-recover predicted.
5. Inventory
Classification of inventory
Unit: RMB
Amount at year-end Amount at year-begin
Depreciation Depreciation
Book balance Book value Book balance Book value
Item provision provision
Fuels 19,011,323.33 11,309,580.52 7,701,742.81 33,903,196.77 9,299,403.20 24,603,793.57
Raw materials 132,249,746.68 29,473,360.35 102,776,386.33 147,714,930.63 23,275,444.95 124,439,485.68
Land Space Needed to 1,155,612,027.2 1,110,008,395.3 1,154,755,949.8 1,109,152,318.0
45,603,631.85 45,603,631.85
Development (Note) 2 7 5 0
1,306,873,097.2 1,220,486,524.5 1,336,374,077.2 1,258,195,597.2
Total 86,386,572.72 78,178,480.00
3 1 5 5
In the balance of inventory at period-end, amount for loan pledge totally to RMB 249,444,378.95 (as at 31 December 2011: RMB
252,782,341.45). More details found in Note (V)-23
In the balance of inventory at period-end, the capitalizing loan expenses amounting to RMB 168,902,319.91 (as at 31 December 2011: RMB
168,902,319.91). The capitalizing loan expense of this year was 0 yuan
Note: the land cost for development of Shenzhong Development Co., and Shenzhong Property Investment; ended as 31 December 2012, the
affiliated buildings on the land still nor relocated.
(2) Inventory falling price reserves
Unit: RMB
Book balance Accrual in this Decreased in this year Book balance at
Type at year-begin year Switch back Write-off year-end
Fuels 9,299,403.20 2,410,863.76 - 400,686.44 11,309,580.52
Raw materials 23,275,444.95 6,274,028.20 - 76,112.80 29,473,360.35
Land Space Needed
45,603,631.85 - - - 45,603,631.85
to Development
Total 78,178,480.00 8,684,891.96 - 476,799.24 86,386,572.72
- 47 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(3) Condition of inventory falling price reserves
Basis for accrual of Reasons of switch back the Amount switch back in
Item inventory falling price reserves for inventory inventory of balance at
reserves falling price year-end (%)
Cost higher the net
Not applicable Not applicable
Fuels realizable value
Cost higher the net
Not applicable Not applicable
Raw materials realizable value
Land Space Needed to Development Cost higher the net
Not applicable Not applicable
realizable value
6. Other current assets
Unit: RMB
Amount at
Item
Amount at year-end year-begin(re-stated)
VAT input tax deductibale (Note) 606,661,855.88 529,703,432.24
Note: according to the document(CK2012 No.13) issued by the ministry of finance, in case that the ending balance of
“tax payable-value-added tax payable” is recorded with debtor balance, it shall be recorded in the item of “other
current assets” or “other non-current assets” in the balance sheet based on the liquidity. If the balance is creditor’s
balance, it shall be recorded in the item of “tax payable” in the balance sheet. This year, the Group recorded the debtor’s
balance of value-added tax payable in “other current assets”, and restated the beginning amount accordingly.
- 48 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
7. Long-term equity investment
Details of long-term equity investment:
Unit: RMB
Explanation on
Proportion Impairm
the incongruity in
Proportion of of voting ent
Calculati share holding
Investment Balance at Increase/decrease Balance at share holding rights in Impairment provision Cash bonus
Invested company on proportion and
cost year-begin (+,-) year-end in invested invested provision of this year
method voting proportion
company (%) company accruing
in invested
(%) this year
company
Petrol-Chemical Cost 2,500,000.0 2,500,000.0
2,500,000.00 2,500,000.00 - 4.00 4.00 Not applicable - -
Tax Free Co., method 0 0
CPI Jiangxi
Nuclear Power
Cost 49,315,000.0 37,315,000.0 12,000,000.00(N 49,315,000.
Co., Ltd. (“Jiangxi 5.00 5.00 Not applicable - - -
method 0 0 ote) 00
Nuclear Power
Co”)
51,815,000.0 39,815,000.0 51,815,000. 2,500,000.0
Total 12,000,000.00 - -
0 0 00 0
Less: Impariment 2,500,000.0
2,500,000.00 -
provision 0
Net long-term 37,315,000.0 49,315,000.
equity investment 0 00
Note: On 5 May 2012. Jiangxi Nuclear Power Co helding the 4th meeting of annual shareholders’ general meeting, decided to invested RMB 400,000,000.00 more, and contributed by the equity
proportion held by shareholders. The Company holds 5% with RMB 20,000,000.00 invested. Ended as 31 December 2012, the capital 12,000,000.00 yuan was paid by the Company.
- 49 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
8. Investment real estate
Unit: RMB
Book balance at Increased this Decreased this Book balance at
Item
year-begin year year year-end
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 and
4,835,969.89 442,685.52(Note) - 5,278,655.41
accumulated amortization
1. House, buildings 4,835,969.89 442,685.52 - 5,278,655.41
2. Land-use right - - - -
III. Total net book value of investment
4,872,045.07 4,429,359.55
real estate
1. House, buildings 4,872,045.07 4,429,359.55
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 real
4,872,045.07 4,429,359.55
estate
1. House, buildings 4,872,045.07 4,429,359.55
2. Land-use right - -
Note: depreciation 442,685.52 yuan was accrual in this year
9. Fixed assets
(1) Change of fixed assets
Unit: RMB
Item Book balance at Book balance at
year-begin Increased this year Decreased this year year-end
I. Total original book value: 4,460,621,647.91 15,217,022.37(Note1) 15,161,876.46(Note2) 4,460,676,793.82
Including: House and buildings 484,414,218.30 4,158,635.18 1,210,778.42 487,362,075.06
Machinery equipment 3,895,568,517.51 8,326,927.13 12,771,301.86 3,891,124,142.78
Transportation tools 32,237,034.62 717,866.00 639,698.00 32,315,202.62
Other equipment 48,401,877.48 2,013,594.06 540,098.18 49,875,373.36
II. Total accumulated 170,876,693.66(Note3
2,196,925,392.65 1,142,769.96(Note4) 2,366,659,316.35
depreciation: )
Including: House and buildings 194,831,096.80 20,480,603.99 - 215,311,700.79
Machinery equipment 1,936,192,055.82 147,108,649.05 173,740.85 2,083,126,964.02
Transportation tools 27,154,973.22 1,377,315.38 575,728.20 27,956,560.40
Other equipment 38,747,266.81 1,910,125.24 393,300.91 40,264,091.14
- 50 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
III. Total net book value of fixed
2,263,696,255.26 2,094,017,477.47
assts
Including: House and buildings 289,583,121.50 272,050,374.27
Machinery equipment 1,959,376,461.69 1,807,997,178.76
Transportation tools 5,082,061.40 4,358,642.22
Other equipment 9,654,610.67 9,611,282.22
IV. Total impairment provision 36,592,676.00 17,324,596.66 - 53,917,272.66
Including: House and buildings 23,291,844.37 - - 23,291,844.37
Machinery equipment 13,077,735.62 17,324,596.66 - 30,402,332.28
Transportation tools 81,846.84 - - 81,846.84
Other equipment 141,249.17 - - 141,249.17
V. Total book value of fixed assts 2,227,103,579.26 2,040,100,204.81
Including: House and buildings 266,291,277.13 248,758,529.90
Machinery equipment 1,946,298,726.07 1,777,594,846.48
Transportation tools 5,000,214.56 4,276,795.38
Other equipment 9,513,361.50 9,470,033.05
Note1: 3,143,627.64 yuan increased for purchasing and 12,073,394.73 yuan transfer in from construction in progress;
Note 2: 1,377,239.72 yuan decreased due to disposal, and 7,274,010.00 yuan decrease from the transfer out as inventory; book
value adjusted due to construction acceptance as 6,510,626.74 yuan;
Note 3: depreciation accrual 170,876,693.66 yuan in this year;
Note 4: 1,142,769.96yuan decreased due to disposal
- 51 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(2) Idle fixed asses temporary
Unit: RMB
Original book Accumulated Impairment
Item value depreciation provision Book value Note
Balance at year-begin ： 577,639,507.90 482,772,181.12 11,886,196.41 82,981,130.37
Including: Houses and
23,302,622.41 7,290,364.80 - 16,012,257.61 Wharf
buildings
Treatment line of
553,917,537.49 475,104,403.12 11,886,196.41 66,926,937.96 heavy oil and
Machinery equipment
generation unit
- - - -
Transportation tools
Other
419,348.00 377,413.20 - 41,934.80
equipment
Balance at year-end ： 628,939,358.31 523,524,022.22 28,484,216.76 76,931,119.33
Including: Houses and Wharf
23,302,622.41 9,498,881.82 - 13,803,740.59
buildings
Treatment line of
heavy oil, heat
605,217,387.90 513,647,727.20 28,484,216.76 63,085,443.94
Machinery equipment supply line and
generation unit
- - - -
Transportation tools
Other
419,348.00 377,413.20 - 41,934.80
equipment
(3) Fixed assets without property license obtained
Unit: RMB
Property license obtained
Item Original value Book value Reasons date estimated
Booster station 11,416,072.09 7,345,724.72
Steam turbine workshop 4,221,136.27 2,784,746.44
Chemical water tower 7,050,395.16 4,613,657.86
Treatment shop for heavy
1,357,924.60 897,809.21
oil
Fire pump room 709,475.99 468,782.85
Circulating water pump
4,487,508.99 2,953,114.34
house
In process of
Comprehensive building 9,826,335.09 6,730,648.63 construction End of 2013
acceptance
Production and inspection
9,860,653.25 7,543,891.89
building
Administrative building 10,138,618.59 7,756,368.49
Guard room 248,140.56 225,510.24
Master control room 387,221.96 351,907.40
Turbine building and
24,770,257.87 16,957,738.33
annex building
Plant’s ventilating system 1,287,247.17 881,249.35
- 52 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Office building 11,621,767.07 8,289,886.68
Draft cooling tower 7,958,561.88 5,448,431.06
Chemical water workshop
and foundation of water 3,782,455.60 2,589,469.21
tank
Industrypool and industry
1,660,047.34 1,136,468.40
pump house
Start-up boiler house 277,381.12 189,894.97
Oil treatment room and
3,375,389.79 2,310,791.95
oil un-loading platform
Total 114,436,590.39 79,476,092.02
- 53 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
10. Project in construction
(1)Particulars about projects in construction:
Unit: RMB
Amount at year-end Amount at year-begin
Provision for Provision for
Book net amount Book net amount
Item Book balance devaluation Book balance devaluation
Oil to Gas Works 39,147,235.65 14,815,695.82 24,331,539.83 39,549,115.52 14,790,696.15 24,758,419.37
Heat and power projects of recycling economy 9,658,977.88 - 9,658,977.88 9,622,579.25 - 9,622,579.25
Equipment Improvement Project - - - 545,548.53 - 545,548.53
Cogeneration of heat and electricity Project 9,822,910.01 - 9,822,910.01 9,894,925.01 - 9,894,925.01
Sludge drying project 521,164.00 - 521,164.00 - - -
Others 3,068,973.26 226,400.00 2,842,573.26 2,271,897.32 226,400.00 2,045,497.32
Total 62,219,260.80 15,042,095.82 47,177,164.98 61,884,065.63 15,017,096.15 46,866,969.48
- 54 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(2) Changes of significant projects in construction
Unit: RMB
Proporti
Accumulat
on of Rate of
Projec ive amount Including:
project interest
Amount at Increase of Transferred Other t of capitalizati Capital Amount at
Projects Budget investme capitali
year-begin this year fixed assets decrease progre capitalizati on of resources year-end
nt in zation
ss on of interest
budget (%)
interest
(%)
74,400,000. 39,549,115.5 5,209,554.5 60.16 - Self-raise 39,147,235.6
Oil to Gas Works 5,611,434.39 - 60.16% - -
00 2 2 % d 5
Heat and power -
30,000,000. 9,622,579.2 32.20 Self-raise
projects of recycling 36,398.63 - - 32.20% - - 9,658,977.88
00 5 % d
economy
Equipment 1,735,664.6 - Self-raise
545,548.53 2,281,213.18 - - - -
Improvement Project 5 d
- Self-raise
Cogeneration of heat 9,894,925.0 1,809,418.5 1,881,433
- 676,760.53 - d and 9,822,910.01
and electricity Project 1 0 .50
borrowing
- Self-raise
Sludge drying project - 658,466.00 137,302.00 - - - 521,164.00
d
2,271,897.3 5,191,247.8 350,726.7 - Self-raise
Others 4,043,445.16 - - 3,068,973.26
2 9 9 d
61,884,065. 14,640,750. 12,073,394.7 2,232,160 62,219,260.8
Total 676,760.53 -
63 19 3 .29 0
(3) Depreciation reserves of construction in progress
Unit: RMB
- 55 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Item Amount at year-begin Increase of this year Decrease of this year Amount at year-end Reasons of accrual
Oil to Gas Works 14,790,696.15 24,999.67 - 14,815,695.82 In idle condition
Wharf transformation 226,400.00 - - 226,400.00
Total 15,017,096.15 24,999.67 - 15,042,095.82
(4)Idle construction in progress temporary
Unit: RMB
Amount at year-end Amount at year-begin
Item Book balance Depreciation reserve Net book value Book balance Depreciation reserve Net book value
Oil to Gas Works (Note) 39,147,235.65 14,815,695.82 24,331,539.83 39,549,115.52 14,790,696.15 24,758,419.37
Note: being approved by 26th meeting of 5th session of the Board, the circulation unit 7# and 9# have been closed for oil to gas works
- 56 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
11. Intangible assets
Unit: RMB
Book balance at Increase of this Decrease of this Book balance at
Item
year-begin year year year-end
2,103,923.51(Not
98,707,995.21 43,240.00 100,768,678.72
I. Total book original value e1)
Including: land use right 95,732,047.88 1,881,433.50 43,240.00 97,570,241.38
Software 2,975,947.33 222,490.01 - 3,198,437.34
3,396,707.78(Not
29,785,392.88 - 33,182,100.66
II. Total accumulated amortization e2)
Including: land use right 29,225,253.44 2,996,836.02 - 32,222,089.46
Software 560,139.44 399,871.76 - 960,011.20
III. Total net value of Intangible
68,922,602.33 67,586,578.06
assets
Including: land use right (Note 5) 66,506,794.44 65,348,151.92
Software 2,415,807.89 2,238,426.14
IV. Total provision for devaluation 5,115,063.71 - - 5,115,063.71
Including: land use right 5,115,063.71 - - 5,115,063.71
Software - - - -
V. Total book value of intangible assets 63,807,538.62 62,471,514.35
Including: land use right (Note3) 61,391,730.73 60,233,088.21
Software 2,415,807.89 2,238,426.14
Note1: acquisition in this year increase totally RMB 222,490.01; RMB 1,881,433.50 increased from transfer in from construction in
progress.
Note2: intangible assets amortized totally RMB 3,396,707.78 in this year
Note 3: ended as 31 December 2012, property license of book value of land use right for the Group amounting as RMB 485,717.98 (on
31 December 2011: RMB 589,611.99)
12. Long-term expense to be amortized
Unit: RMB
Increase Amortization Other Reasons for
Amount at amount of this amount of this decreased Amount at other decrease
Item year-begin year year amount year-end
Improvements expenses of
fixed assets from operating 95,810.84 - 49,988.16 - 45,822.68 Not applicable
lease
- 57 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
13. Deferred income tax assets
(1) Deferred income tax confirmed
Unit: RMB
Item Amount at year-end Amount at year-begin
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 185,396.25 1,010,200.86
Provision for inventory devaluation - 100,171.61
Staff salary payable 728,465.50 627,581.00
Provision for devaluation of long-term equity investment 625,000.00 625,000.00
Other 138,303.09 245,778.80
Total 2,782,546.88 3,714,114.31
Deductable temporary difference and deductable losses for unconfirmed deferred income tax assets
Unit: RMB
Item Amount at year-end Amount at year-begin
Deductable losses 622,946,190.19 484,508,965.20
Deductable temporary difference 258,661,445.72 192,293,490.13
Total 881,607,635.91 676,802,455.34
Due to the Company's future availability of sufficient taxable income is uncertain, so the above mentioned deductible temporary differences
and deductible losses are not recognized as deferred income tax assets.
(3) The deductible losses of unrealized deferred income tax assets will expire in the following year
Unit: RMB
Year Amount at year-end Amount at year-begin
2012 - 37,464,387.00
2013 67,574,712.81 67,627,487.41
2014 106,325,984.58 124,132,588.65
2015 170,621,712.27 171,048,356.67
2016 84,236,145.47 84,236,145.47
2017 194,187,635.06 -
Total 622,946,190.19 484,508,965.20
(4)Details of deductible temporary difference
Unit: RMB
Amount of temporary
Item difference
Amount at year-end
Items of deductible temporary difference:
Bad debt provision for Account receivable 4,421,528.16
Bad debt provision for Other receivable 741,585.00
- 58 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Provision for Inventory -
payable employees’ wages and salaries 2,913,862.00
Impairment for long-term equity investment 2,500,000.00
Others 553,212.37
Total 11,130,187.53
Amount at year-begin
Items of deductible temporary difference:
Bad debt provision for Account receivable 4,421,528.16
Bad debt provision for Other receivable 4,040,803.43
Provision for Inventory 400,686.44
payable employees’ wages and salaries 2,510,324.00
Impairment for long-term equity investment 2,500,000.00
Others 983,115.22
Total 14,856,457.25
14. Other non-current assets
Unit: RMB
Item Amount at year-end Amount at year-begin
Project of LNG (Note) 22,309,256.78 22,298,256.78
Land account paid in advance - 1,730,000.00
Account of projects paid in advance 7,868.70 836,460.20
Total 22,317,125.48 24,864,716.98
Note: the project was jointly constructed by Weimei Power Company and Guangdong Dapeng Liquid Natural Gas Co.,
Ltd.(hereinafter referred to as Dapeng LNG). According to the contract signed between the two parties, before the project involved
by this construction acquired approval from the relevant national authorities, the ownership belongs to both parties. After such
approval, Dapeng LNG will acquire LNG project. Thus, Weimei Power Company recorded it under the item of “other
non-current assets”.
15. Details of assets depreciation reserves
Unit: RMB
Book balance at Decrease this year Book balance at
Item year-begin Increase this year Carry-back Write-off year-end
I. Bad debt provision 36,071,842.26 - - 1,496,448.19 34,575,394.07
II. Provision for inventory 78,178,480.00 8,684,891.96 - 476,799.24 86,386,572.72
III. Impairment for long-term
2,500,000.00 - - - 2,500,000.00
equity investment
IV. Impairment for fixed
36,592,676.00 17,324,596.66 - - 53,917,272.66
assets
V. Impariement for
15,017,096.15 24,999.67 - - 15,042,095.82
construction in progress
VI. Impariement for
5,115,063.71 - - - 5,115,063.71
intangible assets
VII. Other impairment - - - - -
Total 173,475,158.12 26,034,488.29 - 1,973,247.43 197,536,398.98
16. Short-term loans
- 59 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Unit: RMB
Item Amount at year-end Amount at year-begin
Guarantee loans 1,181,361,552.86(Note) 1,110,000,000.00
Credit loans 2,029,000,000.00 2,155,824,953.89
Total 3,210,361,552.86 3,265,824,953.89
Note: loan guarantee RMB 1,181,361,552.86 was provided by the Company for every subsidiaries.
17. Note payable
Unit: RMB
Classification Amount at year-end Amount at year-begin
Bank acceptance 29,670,000.00 43,820,200.00
Amount due at next accounting period amounting as RMB 29,670,000.00. Ended as 31 December 2012, the guarantee provided to
Zhongshan Power Company for note payable issued amounting as RMB 23,736,000.00
18. Account payable
(1)Details of account payable:
Unit: RMB
Item Amount at year-end Amount at year-begin
Guangdong Trade Branch of CNOOC Gas & Power Group 25,632,232.08 181,779,179.15
Guangzhou Dongli Gas Co., Ltd. 17,685,792.63 3,125,154.90
Guangdong Guoyu Energy Co., Ltd. 11,091,881.96 -
Guangzhou Yuanheng Energy Co., Ltd. 3,103,128.33 -
China Petroleum Zhongtai Logistic (Zhuhai) Co., Ltd. 2,866,944.42 -
Zhongshan Bailing Trade Co., Ltd. 2,823,942.48 -
Shenzhen Xishun Industrial Development Co., Ltd 1,426,651.34 -
Shenyang Electric Power Design Institution 1,000,000.00 7,315,553.15
Zhanjiang Hengyuan Transport Co., Ltd - 5,646,006.85
Shenzhen Nangang Power Project Co., Ltd 761,052.00 3,779,052.00
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., Ltd. - 1,000,000.00
Wuxi ShijiaThermal Equipment Co., Ltd. - 662,469.80
Huasheng Filters (Shenzhen) Co., Ltd. - 608,369.23
Other 4,578,824.67 7,232,004.90
Total 70,970,449.91 214,748,889.66
(2)There are no fund of shareholders with 5%(including 5%) or more of the voting shares in the
company in the balances of accounts payable in the report period.
(3)Explanation of major account payable with over one account age
- 60 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Payment after
Reasons for
Name of supplier Amount Account age balance sheet
unpayment
date
Shenyang Electric Power Design -
1,000,000.00 1-2 years No urge received
Institution
Shenzhen South Harbor Power -
761,052.00 2-3 years No urge received
Engineering Co., Ltd.
Total 1,761,052.00 -
19. Account received in advance
(1) Details of account received in advance :
Unit: RMB
Item Amount at year-end Amount at year-begin
Transfer amount for unit capacity received in advance 14,586,000.00 14,586,000.00
(2) There is no advance fund of shareholders with 5% (including 5%) or more of the voting shares in the company in the balances
of advance payment in the report period.
(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, ended as 31 December 2012,
no income was carried forward at the end of the year.
20. Wages payable
Unit: RMB
Item Book balance at Increase this year Decrease this year Book balance at
year-begin year-end
I. wages, bonuses, allowances and
26,976,044.97 99,840,933.00 99,580,257.29 27,236,720.68
subsidies
II. Welfare for employee - - - -
III. Social insurance 865,434.98 16,408,566.68 16,517,223.65 756,778.01
Including: Medical insurance 114,569.85 4,927,731.56 4,895,116.53 147,184.88
Endowment insurance 649,218.01 10,814,892.78 11,001,354.30 462,756.49
Unemployment insurance 38,621.28 143,166.17 132,528.23 49,259.22
Work injury insurance 61,567.18 496,818.94 463,876.53 94,509.59
Maternity insurance 1,458.66 25,957.23 24,348.06 3,067.83
IV. Housing provident fund 629,823.99 7,137,736.73 7,180,786.90 586,773.82
V. Union funds and staff education
1,693,620.72 1,910,233.61 2,130,165.70 1,473,688.63
expenses
VI. Non-monetary welfare - 520,896.53 506,379.64 14,516.89
VII. Compensation for labor contract
- - - -
termination
VIII. Enterprise annuities 2,510,324.00 4,612,730.00 1,783,123.61 5,339,930.39
IX. Other 16,425.38 80,890.96 74,392.51 22,923.83
Total 32,691,674.04 130,511,987.51 127,772,329.30 35,431,332.25
- 61 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
There is no fund in arrears in salaries payable to staff.
21. Taxes payable
Unit: RMB
Item Amount at year-end Amount at
year-begin(re-stated)
VAT 167,735.99 619,745.71
Business tax 2,143,160.85 2,835,558.63
Enterprise income tax (5,346,413.09) (2,823,965.65)
Individual income tax 2,202,475.60 3,411,627.24
Land-use tax of town 1,128,785.75 1,128,579.70
Real estate tax 2,247,122.42 2,084,520.46
Others 418,572.85 546,572.25
Total 2,961,440.37 7,802,638.34
22. Interest payable
Unit: RMB
Item Amount at year-end Amount at year-begin
Long-term loan interest of installment and interest charges 28,200.00 45,825.00
Interest payable of short-term loan 31,299,179.48 32,117,393.58
Xingzhong Group 54,905,096.34 43,299,375.93
Total 86,232,475.82 75,462,594.51
23. Other account payable
(1)Details of other account payable:
Unit: RMB
Item Amount at year-end Amount at year-begin
XINGZHONG GROUP 182,152,108.65(Note1) 182,152,108.65
Dongguan Weimei Ceramics Industry Park Co., Ltd. (“Weimei Ceramics
36,334,698.30 36,385,912.01
Company”)
Bureau of Finance of Zhongshan Municipality 24,321,200.00(Note2) 24,321,200.00
Temporary option contract amount 13,250,331.05(Note3) 13,248,696.81
Quality guarantee deposite 8,907,601.04 10,554,569.41
Shenzhen South Harbor Power Engineering Co., Ltd. 6,417,095.00 32,426,503.00
Project expense 5,617,379.33 17,267,313.76
Gas Technology Branch of Xindi Energy Engineering Technology Co.,
3,069,059.79 11,411,059.79
Ltd.
Shenzhen Eastern Engineering Co., Ltd. 2,311,894.16 5,771,332.22
Housing reform fund 1,202,934.95 1,202,934.95
Grants for Board of Directors 1,089,168.75 1,947,795.34
Wuxi ShijiaThermal Equipment Co., Ltd. 1,088,000.00 1,088,000.00
Land use charge of Tangxia Village 1,014,930.00 -
Shenzhen Hengfulin Construction Decoration Design Engineering Co.,
800,643.46 1,402,704.46
Ltd.
- 62 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Hangzhou Boiler Plant Engineering Materials Co., Ltd. 633,589.74 1,340,189.74
Guangdong Trade Branch of CNOOC Gas & Power Group 438,720.00 1,420,854.92
Nanjing Nangang Power Equipment Installation Co., Ltd. 186,964.10 3,412,800.00
Sinopec Construction Co., Ltd. - 1,688,000.00
Guangdong Industrial Equipment Installment Co., Ltd. - 1,416,349.41
Other 14,191,410.99 10,139,055.53
Total 303,027,729.31 358,597,380.00
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.
Note3: more details found in Note (VII) “Contingency”
(2) There are no unit conditions of shareholders with 5% (including 5%) or more of the voting shares in the company in the balances
of other account payable in the report period.
(3) Other account payable of more than one year is of RMB 249,051,475.88 (December 31, 2011: RMB 256,961,536.35), which
is mainly the money borrowed by Shenzhong Development Company from Xingzhong Group and Zhongshan Financial Bureau.
24. Non-current liabilities due within one year
(1)Details of non-current liability due within one year:
Unit: RMB
Item Amount at year-end Amount at year-begin
Long-term loans due within one year - 50,000,000.00
(2) Long-term loans due within one year
Unit: RMB
Item Amount at year-end Amount at year-begin
Guarantee loans - 50,000,000.00(Note)
Note: Amount at year-begin is the guarantee provided for Zhongshan Power Company by the Company as RMB 50,000,000.00
25. Long-term loans
(1)Classification of long-term loans
Unit: RMB
Item Amount at year-end Amount at year-begin
Guarantee loan 16,000,000.00(Note) 26,000,000.00
The annual interest of the above loan is from 5.90% to 6.35% (in 2011: 6.35%).
Note: the loans guanrantee provided to Environment Protection Co., by the Company, RMB 16,000,000.00
(2) The top five long-term loans in amount
Unit: RMB
Commenc Ending Currenc Amount at year-end Amount at year-begin
Credit units Rate (%)
ement date of y Amount RMB Amount RMB
- 63 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
date of loan of foreign amount of foreign amount
loan currency currency
Shenzhen Jingtian
Branch of China 2009.11.0 2017.09.2 5.90%~6.35 16,000,00 26,000,00
CNY
Merchants Bank 6 0 % 0.00 0.00
Co., Ltd.
26. Other non-current liability
Unit: RMB
Item Amount at year-end Amount at year-begin
Treasury subsidies for sludge drying 4,611,250.00 4,866,250.00
Support fund of recycling economy for sludge drying 1,651,041.62 238,541.66
Subsidy for project of low-nitrogen transformation for welcoming the
35,755,787.59 -
Universiade (Note)
Support fund of enterprise informationalization 514,901.96 -
Subsidy for energy-saving technology reform 1,482,484.47 -
Total 44,015,465.64 5,104,791.66
Note: according to the circular (SRH2011 No.270) issued by Shenzhen Human Environment Commission and Shenzhen Finance
Commission, the Company received special subsidy of RMB37,032,780.00 as subsidy for creating superior environment quality to
welcome the universiade held in Shenzhen. The special subsidy was applied by the Company in its low nitrogen upgrade project of
its generator sets. The Company realized this government grant as deferred income upon receipt. The amortization amount of this
year was RMB1,276,992.41.
27. Share capital
Unit: RMB
Amount at Chanes in this year Amount at
Item year-begin Bonus shares Other Subtotal year-end
2012:
I. Restricted shares
1.state-owned shares - - - - -
2. shares held by
- - - - -
state-owned companies
3. shares held by other
18,263.00 - - - 18,263.00
domestic investors
4. shares held by foreign
- - - - -
investors
Total restricted shaers 18,263.00 - - - 18,263.00
II. Unrestricted shares
1. RMB common shares 338,894,012.00 - - - 338,894,012.00
2. Domestically listed
263,850,321.00 - - - 263,850,321.00
foreign shares
3. Overseas listed foreign
- - - - -
shares
4.other - - - - -
Total unrestricted shaers 602,744,333.00 - - - 602,744,333.00
III. Total shares 602,762,596.00 - - - 602,762,596.00
2011:
- 64 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
I. Restricted shares
1.state-owned shares - - - - -
2. shares held by
- - - - -
state-owned companies
3. shares held by other
12,993.00 - 5,270.00 5,270.00 18,263.00
domestic investors
4. shares held by foreign
- - - - -
investors
Total restricted shaers 12,993.00 - 5,270.00 5,270.00 18,263.00
II. Unrestricted shares
1. RMB common shares 338,895,157.00 - (1,145.00) (1,145.00) 338,894,012.00
2. Domestically listed
263,854,446.00 - (4,125.00) (4,125.00) 263,850,321.00
foreign shares
3. Overseas listed foreign
- - - - -
shares
4.other - - - - -
Total unrestricted shaers 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
28.Capital reserve
Unit: RMB
Item Amount at Increase in the Decrease in the Amount at
year-begin year year year-end
2012:
Capital premium 233,998,444.00 - - 233,998,444.00
Including: investors’ capital 215,487,650.42 - - 215,487,650.42
Balance caused by the acquisition of minority -
18,510,793.58 - 18,510,793.58
interests
Other capital surplus 129,631,483.51 3,519.33 - 129,635,002.84
Including: capital surplus transferred from - -
129,631,483.51 129,631,483.51
original system
Total 363,629,927.51 3,519.33 - 363,633,446.84
2011:
Capital premium 233,998,444.00 - - 233,998,444.00
Including: investors’ capital 215,487,650.42 - - 215,487,650.42
Balance caused by the acquisition of minority - -
18,510,793.58 18,510,793.58
interests
Other capital surplus 129,631,483.51 - - 129,631,483.51
Including: capital surplus transferred from - -
129,631,483.51 129,631,483.51
original system
Total 363,629,927.51 - - 363,629,927.51
29. Reserve surplus
Unit: RMB
Item Amount at year-begin Increase in the year Decrease in the year Amount at year-end
2012:
legal surplus reserve 310,158,957.87 - - 310,158,957.87
- 65 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Discretionary surplus - - 22,749,439.73
reserve 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
30. Retained profit
Unit: RMB
Item Amount Rato of withdrawal or
allocation
2012:
Retained profit at year-begin 454,070,630.72
Add: net profit attributable to shareholders of parent company (204,455,643.36)
Less: withdrawal of statutory surplus reserve -
Common Stock dividend payable -
Retained profit at period-end 249,614,987.36
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
Note: being deliberated and approved in 13th meeting of 6th session of the Board, the Company has no profit distribute for year of
2012 and no capitaling of capital reserves either
30. Operating income, operating cost
(1) Operating income
Unit: RMB
Item Amount in this year Amount at last year
Main business income 1,264,057,768.49 2,294,084,960.04
Other business income 1,387,999.80 121,732,770.31
Operating cost 2,087,264,770.22 3,589,704,382.71
(2) Main business (by industries)
Unit: RMB
Amount in this year Amount at last year
Industry Operating income Operating cost Operating income Operating cost
Energy Industry 1,211,995,839.00 2,051,647,473.35 2,213,598,887.61 3,415,425,758.86
Engineering labors and
12,160,000.00 11,111,944.29 27,271,138.96 15,060,357.05
services
- 66 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Other income 39,901,929.49 20,811,326.18 53,214,933.47 37,681,376.60
Total 1,264,057,768.49 2,083,570,743.82 2,294,084,960.04 3,468,167,492.51
(3) Main business (by products)
Unit: RMB
Amount in this year Amount at last year
Products Operating income Operating cost Operating income Operating cost
Electricity sales 1,199,787,354.02 2,034,241,697.87 2,176,379,260.21 3,376,806,451.46
Heat sales 4,683,808.67 10,613,093.88 8,338,395.95 13,251,499.50
Sale of fuel oil 7,524,676.31 6,792,681.60 27,140,219.45 23,455,057.32
Engineering labors and
12,160,000.00 11,111,944.29 27,271,138.96 15,060,357.05
services
Sludge drying 36,651,416.83 19,092,809.55 27,929,280.47 14,917,789.76
Equipment sales - - 25,285,653.00 22,763,586.84
Other income 3,250,512.66 1,718,516.63 1,741,012.00 1,912,750.58
Total 1,264,057,768.49 2,083,570,743.82 2,294,084,960.04 3,468,167,492.51
(4) Main business (by areas)
Unit: RMB
Amount in this year Amount at last year
Areas Operating income Operating cost Operating income Operating cost
Domestic 1,253,817,768.49 2,074,112,596.63 2,265,634,158.00 3,444,875,457.59
Overseas 10,240,000.00 9,458,147.19 28,450,802.04 23,292,034.92
Total 1,264,057,768.49 2,083,570,743.82 2,294,084,960.04 3,468,167,492.51
(5) Condition of operating income of top 5 clients
Unit: RMB
Proportion in total
Clients Operating income
operating income (%)
Guangdong Power Grid Corporation 1,200,156,511.63 94.84
Shenzhen Water Bureau 36,651,416.83 2.90
Wuhan Power Gas Turbine Co., Ltd 6,900,000.00 0.55
Maoming Tianyuan Commerce and Trade Development Company 6,731,995.97 0.53
China Tianchen Engineering Corporation 2,240,000.00 0.18
Total 1,252,679,924.43 99.00
32. Operating tax and addition
Unit: RMB
Item Amount in this year Amount at last year Taxation standard
Business tax 6,578,864.91 6,358,100.85 3% or 5% of the taxation income
City maintenance tax 560,485.73 3,544,640.66 1%, 5% or 7% of the turnover tax paid
Others 483,999.56 2,672,247.40
Total 7,623,350.20 12,574,988.91
- 67 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
33. Management expenses
Unit: RMB
Item Amount in this year Amount at last year
Salary 48,241,551.79 41,692,104.04
Taxes 7,159,268.11 7,299,465.03
Leasing expenses 5,924,195.12 6,978,347.03
Entertainment expense 5,185,841.23 5,258,373.43
Vehicles expenses 4,220,117.53 4,095,752.61
Expenses for agency appointment 3,991,574.10 3,171,158.21
Depreciation expense 3,535,760.60 2,247,307.79
Expenses from the Board 3,443,124.05 4,624,007.48
Amortization of intangible assets 2,675,750.95 2,594,554.53
Sundry expenses 2,473,787.91 1,733,040.18
Environmental expense 2,010,699.98 1,859,562.54
Communication charge 1,393,616.92 913,552.17
Property expense 1,240,239.76 1,653,733.44
Stock charge 974,949.43 1,006,927.40
Business traveling charge 902,760.54 959,815.57
Expenses for enterprise culture 803,270.80 1,296,443.47
Office expenses 521,699.05 1,472,322.66
Long-term expense for amortized 49,988.16 157,950.10
Verification fee for projects - 130,397.00
Gains on physical inventory - (4,871,794.87)
Other 11,040,376.51 13,265,865.83
Total 105,788,572.54 97,538,885.64
34. Financial expenses
Unit: RMB
Item Amount in this year Amount at last year
Interest expenditure 247,070,737.79 246,051,596.92
Less : capitalized interest expenses - 44,697,588.67
Less : interest income 5,273,117.21 6,681,077.09
Exchange differential 315,433.88 475,293.52
Other 5,451,929.06 9,149,725.22
Total 247,564,983.52 204,297,949.90
35. Impairment of Assets
Unit: RMB
Item Amount in this year Amount at last year
I. Loss on bad debt - 1,175,743.88
II. Inventory loss 8,684,891.96 15,854,028.57
III. Impairment loss of long-term equity investment 17,324,596.66 6,265,762.65
- 68 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
IV. Impairment loss of construction in progress 24,999.67 226,400.00
V. Impairment loss of other assets - -
Total 26,034,488.29 23,521,935.10
36. Return on investment
(1)Details of return on investment
Unit: RMB
Item Amount in this year Amount at last year
Long-term equity return on Investment calculated by equity
- (90,201,890.81)
method
Return on investment dispodal for long-term equity investment - 113,531,216.51
Total - 23,329,325.70
(2) Long-term equity return on Investment calculated by equity method
Unit: RMB
Invested unit Amount in this year Amount at last year Reasons of changes(+,-) y-o-y
Jiangxi CPIC
Xinchang Power
Co., Ltd.
- (90,201,890.81) The company has been disposed in 2011
(“ Jiangxi
Xinchang
Company”)
37. Non-operating income
(1) Details of non-operating income:
Unit: RMB
Amount reckoned in
Item Amount in this year Amount at last year current non-operating
income/losses
Total profits of disposal of he non-current assets 1,338,332.91 4,732,446.60 1,338,332.91
Including: Profit of disposal of fixed assets 1,338,332.91 4,732,446.60 1,338,332.91
Government subsidy 852,344,961.82 1,292,207,296.10 2,217,106.02
VAT return on impor&export of natural gas 125,023,871.96(Note) 214,622,872.15 125,023,871.96
Other 497,451.77 5,228,236.41 497,451.77
Total 979,204,618.46 1,516,790,851.26 129,076,762.66
Note : represented the added value tax returns of RMB 93,154,410.38 and RMB 31,869,461.58 for the natural gas obtained
respectively by the Company and Weimei Power Company from Guangdong Trade Branch of CNOOC Gas & Power Group.
(2) Particulars about governmental subsidies
Unit: RMB
- 69 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Item Amount in this year Amount at last year Note
Income from fuel subsidies 375,131,800.00 636,055,900.00 Note1
Subsidies income of fuel processing fee 474,996,055.80 655,906,187.76 Note2
Specific fund of energy-saving 530,000.00 -
Government bond subsidy for sludge drying 255,000.00 233,750.00
Support fund of recycling economy for sludge
87,500.04 11,458.34
drying
Subsidy for project of low-nitrogen 1,276,992.41 -
transformation for welcoming the Universiade
Support fund of enterprise informationalization 5,098.04 -
Subsidy for energy-saving technology reform 62,515.53 -
Total 852,344,961.82 1,292,207,296.10
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 RMB 375,131,800.00for the year of 2012.
Note 2: Pursuant to the Notice on Provisional Collection of Gas and Fuel processing fees (YFHNo.31 (2008)) issued by people
municipality of Guangdong and relevant regulation from Price Bureau of Guangdong Province, the fuel processing fees recognized
for year of 2012 by Zhongshan Power Company and Weimei Power Company amounting as RMB 474,996,055.80
38. Non-operating expense
Unit: RMB
Amount reckoned into
non-recurring
Item Amount in this year Amount at last year gains/losses
Gains and loss of disposal of fixed assets 202,167.83 4,985,709.23 202,167.83
Expenses from external donation 1,655.55 240,000.00 1,655.55
Other 6,785.76 - 6,785.76
Total 210,609.14 5,225,709.23 210,609.14
39. Income tax expenses
Unit: RMB
Item Amount in this year Amount at last year
Current income tax calculated based on tax laws and relevant regulations 1,927,538.45 12,313,851.50
Deferred income tax adjustment 931,567.43 910,290.83
Total 2,859,105.88 13,224,142.33
Income Tax Expense and Reconciliation of Accounting Profit are as follow:
Unit: RMB
Item Amount in this year Amount at last year
Accounting profit (232,145,002.51) 22,255,754.48
- 70 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Income tax expense calculated by tax rate of 25 %( last year: 24%) (58,036,250.63) 5,341,381.08
Tax impact on non-deductible expense 438,816.37 1,108,326.18
Tax impact on tax-free income - 20,169,767.51
Tax impact on unrecognized deductible tax losses and deductible temporary
59,753,554.44 10,880,622.62
differences
Use previous tax impact on unrecognized deductible tax losses and deductible
(4,554,630.77) (36,005,107.29)
temporary differences
Changes of opening deferred tax/debt balance caused by tax rate adjustment - (43,577.10)
Impact of inconsistent tax rates in the subsidiary companies of other areas 4,650,621.43 11,772,729.33
Adjusted previous income tax 606,995.04 -
Income tax expense 2,859,105.88 13,224,142.33
40. Calculation of basic EPS and diluted EPS
Current net profit attributable to shareholder of parent company while calculating the basic EPS:
Unit: RMB
Item Amount in this year Amount at last year
Current net profit attributable to shareholder of parent company (204,455,643.36) 17,529,063.37
Including: Net profit attributable to sustainable operation (204,455,643.36) 17,529,063.37
Net profit attributable to termination of operation - -
When calculating basic earnings per share, the denominator is the weighted average of common
shares outstanding. The calculation process is as follow:
Unit: Share
Item Amount in this year Amount at last year
Numbers of common shares outstanding at the beginning of year 602,762,596 602,762,596
Plus: weighted average of common shares outstanding this year - -
Minus: the weighted number of common shares repurchased this year - -
Weighted average of common shares outstanding at the end of year 602,762,596 602,762,596
Earnings per share
Unit: RMB
Item Amount in this year Amount at last year
Calculated according to the net profits attributable to shareholders of
the parent company:
Basic earnings per share (0.34) 0.03
Diluted earnings per share Not applicable Not applicable
Calculated according to the net profits of sustainable operations
attributable to shareholders of the parent company:
Basic earnings per share (0.34) 0.03
Diluted earnings per share Not applicable Not applicable
Calculated according to the net profits of discontinued operations
attributable to the shareholders of the parent company:
Basic earnings per share - -
- 71 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Diluted earnings per share Not applicable Not applicable
The Company has no diluted earnings per share, as the Company has no potential common shares
with dilution.
41. Notes to item of cash flow statement
(1)Cash received and related to other operation activities
Unit: RMB
Item Amount in this year Amount at last year
Income of fuel subsidies 772,941,223.00 870,805,655.00
Government subsidies received 41,112,780.00 -
Interest income 5,273,117.21 6,681,077.09
Return on VAT for natural gas import 125,023,871.96 214,622,872.15
Other 1,703,464.81 3,422,084.62
Total 946,054,456.98 1,095,531,688.86
(2)Cash paid for other operating activities
Unit: RMB
Item Amount in this year Amount at last year
Leasing expense 5,924,195.12 6,978,347.03
Entertainment expense 5,185,841.23 5,258,373.43
Vehicles expense 4,220,117.53 4,095,752.61
Expense on agency appointment 4,297,574.10 3,171,158.21
Other 1,564,504.42 1,052,676.93
Total 21,192,232.40 20,556,308.21
(3)Other investment-related cash received
Unit: RMB
Item Amount in this year Amount at last year
Time deposit received 3,240,000.00 -
(4)Cash received from other financing-related activities
Unit: RMB
Item Amount in this year Amount at last year
Margin received 62,536,060.00 -
(5)Other funding-related cash payment
Unit: RMB
Item Amount in this year Amount at last year
Margin paid - 52,536,060.00
42. Supplementary information on cash flow statement
(1) Supplementary information on cash flow statement
- 72 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Unit: RMB
Supplementary information Amount in this year Amount at last year
1．Regulate the net profit into the cash flow of operating activities:
Net profit (235,004,108.39) 9,031,612.15
Add: Asset impairment provision 26,034,488.29 23,521,935.10
Depreciation of fixed assets and investment real estate 171,319,379.18 210,819,287.24
Amortization of intangible assets 3,396,707.78 3,301,244.81
Amortization of long-term deferred expenses 49,988.16 177,401.80
Loss from disposing fixed assets, intangible assets and other
(1,136,165.08) 253,262.63
long-term assets(income)
Financial expenses(income) 247,070,737.79 201,354,008.25
Investment loss (income) - (23,329,325.70)
Decrease of defferred income tax assets(increase) 931,567.43 910,290.83
Decrease of inventory(increase) 29,024,180.78 78,322,586.24
Decrease of receivable operating items(increase) (37,015,553.02) (433,109,183.26)
Increase of payable operating items(decrease) (98,623,779.09) 201,032,221.17
Net cash flow from operation activities 106,047,443.83 272,285,341.26
2．Major investment and financing activities not involving cash
income and expenditure:
Debt capitalization - -
Convertible company bond due within one year - -
Fixed assets acquired under finance leases - -
3．Net change of cash and cash equivalents:
Balance of cash at year-end 526,852,121.41 629,318,992.12
Less: Balance of cash at year-begin 629,318,992.12 591,386,814.04
Net increase of cash and cash equivalents (102,466,870.71) 37,932,178.08
(2) Composition of cash and cash equivalents
Unit: RMB
Item Amount at year-end Amount at year-begin
I. Cash 526,852,121.41 629,318,992.12
Including: cash in hand 174,009.24 256,716.21
Bank savings available for payment needed 526,015,559.51 628,449,391.91
Other monetary capital available for payment needed 662,552.66 612,884.00
II. Balance of cash and cash equivalent at year-end 526,852,121.41 629,318,992.12
(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
- 73 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
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
Shenzhen Mawan Powr Co., Ltd. (“Mawan Power Subsidiary of ultimate controller of
618816706
Company”) Energy Group
Shenzhen Moon Bay Oil Harbour Co., Ltd. (“Moon Subsidiary of ultimate controller of
618849428
Bay Oil Company”) Energy Group
Subsidiary of ultimate controller of
Energy Holding 19224115-8
Energy Group
Director of the Company and other sernior executives Key management staff Not applicable
4. Related Transactions
(1) Lending money of related party
This year:
Unit: RMB
Amount of Commencement Balance at
Related parties Maturity Date Note
lending money date year-end
Borrowing
XINGZHONG
125,316,816.85 2012.01.01 2012.12.31 125,316,816.85 Renewal
GROUP
XINGZHONG Renewal
23,750,000.00 2012.01.01 2012.12.31 23,750,000.00
GROUP
XINGZHONG Renewal
16,250,000.00 2012.01.01 2012.12.31 16,250,000.00
GROUP
XINGZHONG Renewal
14,335,291.80 2012.01.01 2012.12.31 14,335,291.80
GROUP
XINGZHONG Renewal
2,500,000.00 2012.01.01 2012.12.31 2,500,000.00
GROUP
Weimei
Ceramics 35,785,979.94 2012.07.16 2013.01.31 35,785,979.94 Renewal
Company
Last year:
Unit: RMB
Amount of Commencement Balance at
Related parties Maturity Date Note
lending money date year-end
Borrowing
XINGZHONG
125,316,816.85 2011.01.01 2011.12.31 125,316,816.85 Renewal
GROUP
XINGZHONG Renewal
23,750,000.00 2011.01.01 2011.12.31 23,750,000.00
GROUP
XINGZHONG Renewal
16,250,000.00 2011.01.01 2011.12.31 16,250,000.00
GROUP
XINGZHONG Renewal
14,335,291.80 2011.01.01 2011.12.31 14,335,291.80
GROUP
- 74 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
XINGZHONG Renewal
2,500,000.00 2011.01.01 2011.12.31 2,500,000.00
GROUP
Weimei
Ceramics 35,785,979.94 2011.07.16 2012.07.16 35,785,979.94
Company
(2) Assets transfer of related party
Unit: RMB
Amount in this year Amount at last year
Proporti
Price on in Proportion
Rela Transactio amount in amount of
Transaction type setting
ted parties n content Amount of Amount similar
principal
similar transaction
transact (%)
ion (%)
10% equity of
Enerfy
Energy Assets Market
Environment - - 123,078,900.00 36.19
Holding transfer price
Protection Co.
transferred
(3) Remuneration for key management staffs
Unit: RMB
Item Amount in this year Amount at last year
Remuneration for key management staffs 7,265,916.80 7,311,300.00
(4) Fund occupation expenses
Unit: RMB
Amount in this year Amount at last year
Price Proportion in Proportion in
Related Transaction Transactio setting amount of amount of
parties type n content principa Amount similar Amount similar
l transaction transaction
(%) (%)
Fund
XINGZHONG
occupation Interest Note 11,605,720.41 83.50 11,192,994.08 90.99
GROUP
expenses expenses
Weimei Fund
Ceramics occupation Interest Note 2,293,811.73 16.50 1,108,570.13 9.01
Company expenses expenses
Note: payment for the use of state funds is calculated according to loan rate of current capital of
peer banks.
(5) Account payable/receivable from related parties
Account payable to related parties
Unit: RMB
Item Related parties Balance at year-end Balance at year-begin
Other account XINGZHONG GROUP 182,152,108.65 182,152,108.65
- 75 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
payable
Weimei Ceramics Company 36,334,698.30 36,385,912.01
Account received in
Energy Holding 14,586,000.00 14,586,000.00
advance
Interest payable XINGZHONG GROUP 54,905,096.34 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. 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, the
Company includes it into "other payables" item after receives this payment.
On 6 November 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 31 March 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.
- 76 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
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 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. Subsequently, the Company
negotiate with Jierun Company, under circucumstances of changed and/or give up any parties’s right. Ended as the disclosed date
for this financial statement, the event has no further progress. 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 year 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 Amount at year-end Amount at year-begin
Signed capital expenditure commitment which was still not
recognized in financial statements
-Construction commitment of long-term assets 1,270,920.99 17,900,039.34
-External investment commitment 8,000,000.00 -
-Total 9,270,920.99 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 Amount at year-end Amount at year-begin
Minimum lease payments of irrevocable operating lease:
The first year after balance sheet day 3,515,510.00 3,378,118.33
The second year after balance sheet day 1,400,586.63 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 71,353,123.06 75,948,857.39
(IX) Events Occurring after the Balance Sheet Date
Unit: RMB
Item Contents Impact on the financial Reasons for
- 77 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
status and operation failure to
results estimate the
impact
On 4 May 2009, the Group signed agreement on demolition
of the small thermal power units of Shenzhen Nanshan
Power Co., Ltd. with Energy Corporation, the acquisition
amount of the agreed unit capacity was RMB72,930,000.00.
According to the agreement, within 10 days after they
complete demolition of such small thermal power units and
sign agreement on demolition of the small thermal power
units of Shenzhen Nanshan Power Co., Ltd., Energy
Corporation shall pay 20% of the aggregate acquisition
amount to the Group; within 10 days after Shenzhen Binhai
Power Plant receives approval from NDRC and National
Energy Administration in respect of the “big prevail ”
project for the preparation works, Energy Corporation shall No impact on the 2012
Accout reived in pay 50% of the aggregate acquisition amount to the Group; financial status and Not applicable
advance within 10 days after NDRC and National Energy operation results
Administration issue formal approval in respect of the
project , Energy Corporation shall pay 30% of the aggregate
acquisition amount to the Group.
On 23 January 2013, National Energy Administration
delivered the reply on consent for preparation works of the
new project “big prevail” of Shenzhen Binhai Power Plant
(GNDL2013 No.36), to agree Shenzhen Binhai Power Plant
to carry out the preparation works for the new project “big
prevail”. As at the date for approving the issuance of this
financial report, the Group has not received the second
batch of acquisition amount from Energy Corporation.
- 78 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(X) Other significant events
1. Borrowing expense
Unit: RMB
Amount of borrowing Rate of capitalization
expenses that capitalized
Item in current period
Inventory - -
Subtotal of current-period capitalized borrowing cost -
Borrowing cost included into profit and loss of the current period 247,070,737.79
Total borrowing cost of the current period 247,070,737.79
2. 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 four reporting segments, i.e. power and heat supply, fuel trade, power plant
construction and other relevant business and real estate development. 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.
- 79 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Segment report information
Unit: RMB
Power plant construction
Item Power and heat supply Fuel trade Real estate development and other relevant business Retained profitItem Inter-segment offset Total
Current year Last year Current year Last year Current year Last year Current year Last year Current year Last year Current year Last year Current year Last year
Business
income
Foreign trade 1,193,492,3 2,314,110,5 11,479,183. 10,874,172. 48,811,416. 81,032,693. 11,662,786. 9,800,360.9 1,265,445,7 2,415,817,7
- - - -
income 80.90 03.62 77 45 83 38 79 0 68.29 30.35
Inter-segment 19,412,594. 18,709,970. 1,407,499.2 25,118,111. 2,159,000.0 (20,820,09 (46,418,84
- - - - 431,765.02 - -
trade income 26 47 7 94 0 3.53) 7.43)
Total segment
1,212,904,9 2,332,820,4 12,886,683. 35,992,284. 48,811,416. 83,191,693. 11,662,786. 10,232,125. (20,820,09 (46,418,84 1,265,445,7 2,415,817,7
business - -
75.16 74.09 04 39 83 38 79 92 3.53) 7.43) 68.29 30.35
income
Total statement
1,212,904,9 2,332,820,4 12,886,683. 35,992,284. 48,811,416. 83,191,693. 11,662,786. 10,232,125. (20,820,09 (46,418,84 1,265,445,7 2,415,817,7
business - -
75.16 74.09 04 39 83 38 79 92 3.53) 7.43) 68.29 30.35
income
Segment 2,086,772,6 3,561,094,2 18,213,455. 34,279,942. 41,126,583. 64,783,441. 1,783,959.7 16,042,723. (25,133,75 (49,807,70 2,123,231,2 3,626,619,6
468,328.54 226,978.36
expense 49.70 23.49 04 58 91 41 7 28 2.90) 1.06) 24.06 08.06
Segment
business (873,867,6 (1,228,273, (5,326,772. 1,712,341.8 (468,328.5 (226,978.3 7,684,832.9 18,408,251. 9,878,827.0 (5,810,597. 4,313,659.3 3,388,853.6 (857,785,4 (1,210,801,
income(deficit 74.54) 749.40) 00) 1 4) 6) 2 97 2 36) 7 3 55.77) 877.71)
)
Management 31,227,244. 35,149,345. 8,226,258.4 5,614,666.5 9,140,930.3 8,936,054.0 9,004,903.1 8,590,797.2 48,189,236. 39,248,022. 105,788,57 97,538,885.
- -
expense 05 24 2 6 5 2 0 9 62 53 2.54 64
Financial 144,082,21 125,478,09 (2,329,825. (706,457.3 50,046,148. 2,486,260.1 (4,605,090. (2,033,286. 59,886,133. 79,772,659. (699,316.2 247,564,98 204,297,94
485,400.99
expenses 6.52 0.52 82) 1) 53 0 53) 22) 83 07 6) 3.52 9.90
Investment 91,188,944. 151,166,24 (219,025,8 23,329,325.
- - - - - - - - - -
return 68 7.74 66.72) 70
Business (1,049,177, (1,388,901, (11,223,204 87,993,077. (59,655,40 (11,649,292 3,285,020.3 11,850,740. (98,196,54 26,334,968. 3,828,258.3 (214,937,6 (1,211,139, (1,489,309,
profit(losses) 135.11) 185.16) .60) 24 7.42) .48) 5 90 3.43) 78 8 96.83) 011.83) 387.55)
Non-business 506,930,63 719,183,40 4,470,431.0 5,178,379.0 1,664,636.7 470,149,23 787,454,42 979,204,61 1,516,790,8
16,196.20 443,913.67 245,208.34 - 259,000.00
income 2.91 6.93 9 8 5 8.93 5.82 8.46 51.26
Non-business 4,974,189.4 5,225,709.2
185,797.98 22,025.32 151,519.75 - - - - 2,785.84 100,000.00 - - 210,609.14
expenditure 8 3
Total (542,432,3 (674,691,9 (11,229,033 92,311,988. (59,211,493 (6,470,913. 4,949,657.1 12,095,949. 371,949,90 813,689,39 3,828,258.3 (214,678,6 (232,145,0 22,255,754.
profi(total 00.18) 67.71) .72) 58 .75) 40) 0 24 9.66 4.60 8 96.83) 02.51) 48
- 80 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
losses)
2,607,330.7 6,905,536.6 1,410,998.7 3,944,363.0 (233,088.11 2,859,105.8 13,224,142.
Income tax 593,707.44 837,524.72 - - - - 16,875.00
6 0 2 8 ) 8 33
Net profit(net (543,026,0 (677,299,2 (12,066,55 85,406,451. (59,211,493 (6,470,913. 3,538,658.3 8,151,586.1 371,949,90 813,689,39 3,811,383.3 (214,445,6 (235,004,1 9,031,612.1
losses) 07.62) 98.47) 8.44) 98 .75) 40) 8 6 9.66 4.60 8 08.72) 08.39) 5
- 81 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Unit: RMB
Power plant construction and
Item Power and heat supply Fuel trade Real estate development other relevant business Retained profitItem Inter-segment offset Total
Current year Last year Current year Last year Current year Last year Current year Last year Current year Last year Current year Last year Current year Last year
Total assets of 3,651,954,36 4,515,345,82 443,611,543. 453,607,871. 1,199,153,19 1,191,809,00 270,208,491. 325,782,913. 3,371,531,08 3,417,914,98 (3,400,390,9 (3,922,010,4 5,536,067,72 5,982,450,11
the statements 7.37 5.81 20 19 8.54 7.12 24 43 2.20 1.73 52.57) 84.13) 9.98 5.15
Total liability
(1,650,861,3 (480,042,799 39,458,904.7 37,388,694.3 1,107,643,46 1,041,087,78 133,383,897. 192,496,978. 7,231,319,61 6,956,704,74 (3,047,688,1 (3,652,996,2 3,813,256,44 4,094,639,12
of the
21.94) .95) 6 1 6.75 1.58 43 00 2.77 9.96 13.61) 81.80) 6.16 2.10
statements
Additional
information:
Depreciation
and 161,120,753. 204,365,548. (4,203,513.5 (5,497,805.3 174,766,075. 214,297,933.
6,882,724.85 6,729,826.09 289,990.32 151,859.27 7,278,115.95 6,412,062.17 3,398,003.73 2,136,442.90
amortization 81 77 4) 5) 12 85
expenses
13,746,575.5 13,241,610.2 84,545,676.1 75,559,381.1 (107,329,153 (94,568,915.
Interestincoem 2,202,314.42 1,156,388.18 4,399,741.17 4,839,821.07 7,707,963.34 6,452,791.60 5,273,117.21 6,681,077.09
4 0 1 8 .37) 14)
Interestexpens 156,054,023. 135,181,513. 54,434,507.1 140,817,129. 149,170,488. (107,329,153 (94,568,915. 247,070,737. 201,354,008.
- - 7,316,235.60 3,094,231.27 4,254,685.44
es 00 98 0 79 36 .37) 13) 79 25
Impairment
loss confirmed 26,022,103.2 22,119,791.2 26,034,488.2 23,521,935.1
- 216,395.00 - - 67,500.00 (500,207.00) 12,385.01 1,736,004.16 (67,500.00) (50,048.28)
in the current 8 2 9 0
period
Investment
income of
long-term
(90,201,890. (90,201,890.
equity - - - - - - - - - - - -
81) 81)
investment
based on
equity
Capital 12,403,952. 92,860,116. 2,468,236.1 2,006,340.3 2,424,106.0 26,855,475. 13,125,516. (950,000.00 18,006,867. 133,931,267
23,480.00 33,820.00 687,093.51 -
expenditure 18 24 4 1 1 15 24 ) 84 .94
Including:
Expenditure
11,336,659.6 90,487,566.5 26,661,096.1 13,073,934.4 14,640,750.1 131,119,234.
for projects 2,330,736.14 1,846,636.98 - - 658,466.00 314,888.38 - (950,000.00)
7 6 5 5 9 14
under
construction
Expenditure 1,067,292.51 2,372,549.68 137,500.00 27,891.67 23,480.00 33,820.00 1,753,150.00 194,379.00 162,205.13 51,581.79 - - 3,143,627.64 2,680,222.14
for purchasing
- 82 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
fixed assets
Expenditure
for purchasing - - - 131,811.66 - - 12,490.01 - 210,000.00 - - - 222,490.01 131,811.66
intangible
assets
- 83 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
3. Financial instruments and risk management
The major financial instruments of the Group comprise of equity investment, bank savings, borrowings, account receivables, other
receivables, account payables and other payables. For details about the financial instruments, please refer to note(V). Risks related
to these financial instruments and risk management policies adopted by the Group to prevent the risks are set out below.
Management manages and supervises these risk exposures, to ensure the risks are under established limit.
3.1 Target and policy of risk management
To reach adequate balance between risk and income, to minimize the negative influences upon the operating results, and to
maximize the interests of shareholders and other equity investors are the targets of risk management of the Group. Under the risk
management targets, the basic risk management strategy of the Group is to identify and analysis the various risks faced by the
Group, determine adequate risk acceptance limit and conduct risk management, supervise various risks on a prompt and reliable
basis, and control risks within the established limit.
3.1.1Market risks
3.1.1.1. Foreign exchange risk
Foreign exchange risk represent losses arising from change of exchange rates. The foreign exchange risk of the Group mainly
relates to HKD, USD, Euro and SGD. Other than several subsidiaries which conduct purchase and sales with HKD, USD, Euro and
SGD, other major businesses of the Group are settled in RMB. On 31 December 2012, except for the following assets whose
balances are stated in HKD, USD, Euro and SGD, balances of the assets and liabilities are stated in RMB. The foreign exchange
risks arising from the assets and liabilities denominated in foreign currency may affect the operating results of the Group.
Unit: RMB
Item Amount at year-end Amount at year-begin
Cash -USD 7,092,751.88 12,417,149.30
Cash -Euro 8,466.22 8,308.37
Cash -HKD 708,886.74 736,734.06
Cash -SGD 350,797.98 481,337.03
Other receivables-USD 1,688,465.50 1,695,323.96
Other receivables-HKD 196,369.24 -
Other receivables-SGD 484,887.04 463,465.14
Accounts payable-USD 49,619.12 49,740.70
Other accounts payable-USD 14,680,126.15 13,859,889.14
Other accounts payable-HKD 2,336.81 -
Other accounts payable-SGD 1,615,222.02 1,370,194.55
The Company pays close attention to the impact on the exchange rate changes to its foreign
exchange risks, and has not taken any measure for avoiding the foreign exchange risks.
- 84 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
3.1.1.2. Interest rate risk-risk of changes on Cash flow
The risk of change of cash flow of financial instrument due to fluctuation of interest rates mainly relates to the bank borrowings at
floating rate(details are set out in note (V)). The policy of the Group is to maintain the floating rate of the borrowings, so as to
eliminate the risk of fair value change arising from change of interest rate.
3.1.2 Credit risk
On 31 December 2012, the biggest credit risk exposure which may result in financial loss mainly represent the losses of the Group
occurred from its financial assets due to that one party to an agreement can not perform the obligations.
The Group reviews recovery of each single account receivables on every balance sheet date, to provide sufficient bad debt reserve in
respect of unrecoverable accounts.
The current capital of the Group is saved in such banks with high credit rating, thus the credit risks of current capital is relatively low.
3.1.3 Liquidity risk
When managing liquidity risks, the Group maintains such cash and cash equivalent as the management deems sufficient and
supervises the same, so as to satisfy its operation needs and minimize influences from fluctuation of cash flow. The management
supervises application of bank borrowings and make sure to observe borrowing agreement.
The group takes the bank loan as the main capital source. On Dec. 31, 2012, the bank credit line that the group has not used is RMB
1,350,968,447.14 (RMB 1,070,322,657.14 on Dec. 31, 2011).
The analysis to the financial assets and financial liabilities held by the Company according to the due
term of the undiscounted rest contract obligations is as follows:
Unit: RMB
Item Within 1 year 1-5 years Over 5 years
Monetary fund 526,852,121.41 - -
Account receivable 924,997,868.15 - -
Other account receivable 16,297,883.22 - -
Short-term loans 3,339,799,447.74 - -
Note payable 29,670,000.00 - -
Account payable 70,970,449.91 - -
Interest payable 86,232,475.82 - -
Other account payable 303,027,729.31 - -
Long-term loans 1,015,200.00 19,777,100.27 -
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
3.2 Fair value
Fair values of financial assets and financial liabilities are determined as follows:
Fair values of financial assets and financial liabilities with standard clauses and conditions and for which there is active market are
determined by reference to the prevailing offering price and bidding price in the respective active market;
Fair values of other financial assets and financial liabilities (excluding derivatives) are determined under the general pricing pattern
based on future cash flow discount method or by adoption of observable prevailing market transaction price;
Fair value of derivatives is determined by reference to the public quotation in active market. Where there is no such quotation, fair
value of derivatives without option is estimated under future cash flow discount method based on applicable earning curve; fair
value of derivatives with option is determined under option pricing pattern ( such as binomial model ).
The management believes that the carrying value of financial assets and financial liabilities measured at amortized cost in financial
statement approximate to the fair values of these assets and liabilities.
3.3 Sensitivity analysis
The Group technically analyses the potential affect on current gains and losses or shareholders’ equity resulting from such
reasonable and probable change of risk variables by sensitivity analysis. Since it is rare that any risk variable would change
separately, and the relation existed among variables would materially affect the final affection amount of certain risk variable, so the
contents below are conducted assuming that change of each variable is independent.
3.3.1 Risk of foreign exchange
Under the condition without changes on other variant, the probability reasonable changes of exchange rate has the followed
influence before tax on current gains/losses and shareholders’ equity:
Unit: RMB
The year Last year
Change of Impact on Impact on Impact on Impact on
Item exchange rate profit shareholders’ equity profit shareholders’ equity
All foreign 5% RMB
(290,833.97) (290,833.97) 26,124.67 26,124.67
currency appreciation
All foreign 5% RMB
290,833.97 290,833.97 (26,124.67) (26,124.67)
currency depreciation
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
3.3.2 Risk of interest rate
3.3.2.1 The sensitivity analysis to interest rate risks is based on the following hypotheses:
The market interest rate changes affect the interest income or expenses of the financial instruments with variable interest rate.
3.3.2.2 On the basis of the abovementioned hypothesis, the probability reasonable changes of
exchange rate has the followed influence before tax on current gains/losses and shareholders’
equity under the condition without changes on other variant :
Unit: RMB
The year Last year
Impact on
Impact on Impact on Impact on
Change of interest shareholders’
profit shareholders’ equity profit
Item rate equity
Floating Interest rate goes
interest rate up by 1% (24,485,136.62) (24,485,136.62) (24,070,000.00) (24,070,000.00)
borrowings
Floating Interest rate goes
interest rate up by 1% 24,485,136.62 24,485,136.62 24,070,000.00 24,070,000.00
borrowings
(XI) Note to items of financial statements of the Company
1. Accounts receivable
(1) Accounts receivable classifying according to the category:
Unit: RMB
Amount at year-end Amount at year-begin
Bad debt
Book balance provision Book balance Bad debt provision
Proport Amou Proport Proport Proporti
Category Amount ion (%) nt ion (%) Amount ion (%) Amount on (%)
Account receivable
with individual major
amount and withdrawal - - - - - - - -
bad debt provision
independently
Accounts receivable
with minor amount and
accounts receivable
589,569,090. 646,023,065.4
with major amount 100.00 - - 100.00 - -
03 2
found no devaluation
after individual
devaluation test
Account receivable
with individual minor
amount but withdrawal - - - - - - - -
bad debt provision
independently
Total 589,569,090. 100.00 - - 646,023,065.4 100.00 - -
- 87 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
03 2
- 88 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Accounts receivable classifying according to the account age:
Unit: RMB
Amount at year-end Amount at year-begin
Bad debt Bad debt
Proport Proport
Account Amount provisio Book value Amount provisio Book value
ion (%) ion (%)
age n n
Within 1 397,683,293. 397,683,293. 645,982,237.8 645,982,237.8
67.45 - 99.99 -
year 41 41 0 0
191,882,907. 191,882,907.
1-2years 32.55 - 37,938.62 0.01 - 37,938.62
62 62
2-3years - - - - - - - -
Over 3
2,889.00 - - 2,889.00 2,889.00 - - 2,889.00
years
589,569,090. 589,569,090. 646,023,065.4 646,023,065.4
Total 100.00 - 100.00 -
03 03 2 2
(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 (%)
Bureau of Finance of Shenzhen Government Within 1 year
567,014,707.62 96.17
Municipality institution and 1-2 years
Guangdong Power Grid Within 1 year
22,202,534.71 3.77
Corporation Non-related client
Shenzhen University Non-related client 195,118.00 Within 1 year 0.03
Shenzhen Nanshan Meat Within 1 year
97,677.40 0.02
Processing Factory Non-related client
South China Harbout Hotel Co., Within 1 year
24,094.20 -
Ltd. Non-related client
Total 589,534,131.93 99.99
2. Other accounts receivable
(1) Other accounts receivable classifying according to the category:
Unit: RMB
Amount at year-end Amount at year-begin
Book balance Bad debt provision Book balance Bad debt provision
Prop
Propor Propor ortio Propor
tion tion n tion
Category Amount (%) Amount (%) Amount (%) Amount (%)
- 89 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Account receivable
with individual major
22,677,404.4 22,677,404 100.0 22,677,404.4 22,677,404 100.0
amount and withdrawal 1.60 1.46
6 .46 0 6 .46 0
bad debt provision
independently
Accounts receivable
with minor amount and
accounts receivable
1,389,601,55 1,523,503,25 98.1
with major amount 98.02 - - - -
2.60 2.69 9
found no devaluation
after individual
devaluation test
Account receivable
with individual minor
3,140,957. 3,140,957.
amount but withdrawal 5,362,330.44 0.38 58.57 5,362,330.44 0.35 58.57
25 25
bad debt provision
independently
1,417,641,28 100.0 25,818,361 1,551,542,98 100. 25,818,361
Total 1.82 1.66
7.50 0 .71 7.59 00 .71
Other accounts receivable classifying according to the account age:
Unit: RMB
Amount at year-end Amount at year-begin
Prop
Propo ortio
Account rtion Bad debt n Bad debt
age Amount (%) provision Book value Amount (%) provision Book value
Within 448,233,511.7 448,233,511.7 683,777,747.4 44.0 683,777,747.
31.62 - -
1 year 8 8 2 7 42
253,063,347.1 253,063,347.1 46,951,064.3
1-2year 17.85 - 46,951,064.34 3.03 -
5 5 4
s
242,850,051.8 15.6 242,676,527.
2-3year 43,771,156.40 3.09 - 43,771,156.40 173,524.12
6 5 74
s
Over 3 672,573,272.1 25,818,361. 646,754,910.4 577,964,123.9 37.2 25,644,837 552,319,286.
47.44
years 7 71 6 7 5 .59 38
1,417,641,287 100.0 25,818,361. 1,391,822,925 1,551,542,987 100. 25,818,361 1,525,724,62
Total
.50 0 71 .79 .59 00 .71 5.88
(2) Other account receivable with individual minor amount but withdrawal bad debt provision
independently:
Unit: RMB
Other accounts Amount of accruing
Book balance Accruing proportion Reason
receivable provision for bad debts
Unrecover for those
3,278,632.28 1,404,953.09 42.85
Deposit receivable which was overdue
Dormitory amount Unrecover for those
2,083,698.16 1,736,004.16 83.31
receivable which was overdue
Total 5,362,330.44 3,140,957.25 58.57
(3) Balance of other account receivables excludes the debts of the shareholders who hold over 5%
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(including 5%) of voting share of our company in this reporting period.
(4) Particulars about top 5 units owing other accounts receivable
Unit: RMB
Total proportion in
Relationship with
Units Amount Age limit accounts receivable
the Company
(%)
Shenzhong Development Co., Subsidiary of the 735,826,164.78 Within 1 year to Over 51.90
Company 3 years
Zhongshan Power Company Subsidiary of the 565,174,763.75 Within 1 year to Over 39.87
Company 3 years
Weimei Power Company Subsidiary of the 81,102,663.74 Within 1 year to 1-2 5.72
Company years
Huiyang Kangtai Industrial Project partners 14,311,626.70 Over 3 years 1.02
Co.,
Server Petrochemical Subsidiary of the 6,279,649.17 Within 1 year 0.44
Supplying Co Company
Total 1,402,694,868.14 98.95
(5)account receivable from related party found in Note (XI)-8
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
3. Long-term equity investment
Details of long-term equity investment:
Unit: RMB
Accru
Voting Reason for
Equity ed
right difference Dep
holding provis
Calculat proporti between equity recia
Investment Balance at Increase and Balance at proportio ion for Cash dividend
Invested units ion on in holding tion
cost year-begin decrease year-end n in devalu of this year
method invested proportion and reser
invested ation
units voting right ve
units(%) of this
(%) proportion
year
Server
Cost 26,650,000.
Petrochemical 26,650,000.00 - 26,650,000.00 50.00 50.00 Not applicable - - -
method 00
Supplying Co
New Power Cost 71,270,000. Not applicable
71,270,000.00 - 71,270,000.00 75.00 75.00 - - -
Company method 00
Zhongshan Power Cost 410,740,000 218,240,000.0 192,500,000.00(N 410,740,000.0 Not applicable
55.00 55.00 - - -
Company method .00 0 ote1) 0
Cost 6,000,000.0 Not applicable
Engineering Co 6,000,000.00 - 6,000,000.00 60.00 60.00 - - -
method 0
Weimei Power Cost 115,319,049. 115,319,049.7 115,319,049.7 Not applicable
- 40.00 40.00 - - -
Company method 76 6 6
Cost 6,703,800.0 Not applicable
Shennan Singapore 6,703,800.00 - 6,703,800.00 100.00 100.00 - - -
method 0
Environment Cost 55,300,000. Not applicable
55,300,000.00 - 55,300,000.00 70.00 70.00 - - -
Protection Co., method 00
Shenzhong Cost Not applicable
- - - - 75.00 75.00 - - -
Development Co., method
Shenzhong Property Cost Not applicable
- - - - 75.00 75.00 - - -
Investment method
Jiangxi Nuclear Cost 49,315,000. 12,000,000.00(No Not applicable
37,315,000.00 49,315,000.00 5.00 5.00 - - -
Power Co., method 00 te2)
Total 741,297,849 536,797,849.7 204,500,000.00 741,297,849.7 - - -
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
.76 6 6
Less: Depreciation
- -
reserve
Net amount of
536,797,849.7 741,297,849.7
long-term equity 204,500,000.00
6 6
investment
Note1: found Note (IV)-1
Note2: found Note (V)-7
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
4. Fixed assets
(1)changes of fixed assets
Unit: RMB
Item Book balance at Decreased in this Book balance at
Increased in this year
year-begin year year-end
I. Original book value Total ： 1,453,365,370.69 5,321,341.88(Note1) 4,297,993.54(Note2) 1,454,388,719.03
Including: Houses and
100,663,528.42 457,378.90 - 101,120,907.32
buildings
Machinery
1,298,591,506.04 4,107,479.92 4,297,993.54 1,298,400,992.42
equipment
Transportation tools 16,349,068.89 - - 16,349,068.89
Other equipment 37,761,267.34 756,483.06 - 38,517,750.40
II. Total accumulated 45,452,442.79(Note3
1,117,010,842.61 173,740.85(Note4) 1,162,289,544.55
depreciation )
Including: Houses and
50,723,061.65 4,109,038.83 - 54,832,100.48
buildings
Machinery
1,020,196,828.12 39,848,189.23 173,740.85 1,059,871,276.50
equipment
Transportation tools 14,586,294.55 292,879.44 - 14,879,173.99
Other equipment 31,504,658.29 1,202,335.29 - 32,706,993.58
III. Total net book value of
336,354,528.08 292,099,174.48
fixed assets
Including: Houses and
46,288,806.84
buildings 49,940,466.77
Machinery
238,529,715.92
equipment 278,394,677.92
Transportation tools 1,762,774.34 1,469,894.90
Other equipment 6,256,609.05 5,810,756.82
IV. Depreciation reserveTotal 8,919,302.92 4,170,434.88 - 13,089,737.80
Including: Houses and - -
- -
buildings
Machinery 8,919,302.92 4,170,434.88 - 13,089,737.80
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
equipment
Transportation tools - - - -
Other equipment - - - -
V. Total book value of fixed
327,435,225.16 279,009,436.68
assets
Including: Houses and
49,940,466.77 46,288,806.84
buildings
Machinery
269,475,375.00 225,439,978.12
equipment
Transportation tools 1,762,774.34 1,469,894.90
Other equipment 6,256,609.05 5,810,756.82
Note1: RMB 299,758.13 increased by purchasing; and RMB5,021,583.75 increased due to the transferred in from
construction in progress
Note2: RMB197,443.54 decreased due to disposed; and RMB 4,100,550.00 decreased due to transfer to inventory
Note3: RMB 45,452,442.79 accural in this year as depreciation
Note4: RMB 173,740.85 decreased due to disposal
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(2)Temporary idle fixed assets
Unit: RMB
Item Original book Accumulated Depreciation Book value Note
value depreciation reserve
Balance at 521,451,762.0 455,774,850.2
8,919,302.92 56,757,608.92
year-begin ： 7 3
Including: Houses and
- - - -
buildings
521,451,762.0 455,774,850.2 Heavy oil treatment line
8,919,302.92 56,757,608.92
Machinery equipment 7 3 and generation unit
- - - -
Transportation tools
Other
- - - -
equipment
521,451,762.0 456,356,504.0
Balance at year-end ： 13,077,352.79 52,017,905.22
7 6
Including: Houses and
- - - -
buildings
521,451,762.0 456,356,504.0 Heavy oil treatment line
13,077,352.79 52,017,905.22
Machinery equipment 7 6 and generation unit
- - - -
Transportation tools
Other
- - - -
equipment
5. Operating income and operating cost
(1) Operating income
Unit: RMB
Item Amount in this year Amount at last year
Main business income 531,610,565.10 903,571,321.23
Other business income 17,173,957.99 86,708,420.29
Operating cost 925,122,226.56 1,598,330,636.84
(2) Main business (by industry)
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Unit: RMB
Amount in this year Amount at last year
Industry Operating income Operating cost Operating income Operating cost
Energy Industry 531,610,565.10 924,236,439.18 903,571,321.23 1,545,500,300.35
(3) Main business (by products)
Unit: RMB
Amount in this year Amount at last year
Products Operating income Operating cost Operating income Operating cost
Electricity sales 527,193,914.04 917,976,182.48 897,391,552.02 1,537,625,216.47
Heat sales 4,416,651.06 6,260,256.70 6,179,769.21 7,875,083.88
Total 531,610,565.10 924,236,439.18 903,571,321.23 1,545,500,300.35
(4) Main business (by areas)
Unit: RMB
Amount in this year Amount at last year
Areas Operating income Operating cost Operating income Operating cost
Domestic 531,610,565.10 924,236,439.18 903,571,321.23 1,545,500,300.35
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(5) Operating income of top 5 clients
Unit: RMB
Proportion in total
Operating income
Clients operating income (%)
Guangdong Power Grid Corporation 527,193,914.04 96.06
New Power Company 7,721,020.61 1.41
Shenzhen University 1,074,081.86 0.20
Shenzhen Nanshan Meat Processing Factory 489,574.69 0.09
Zhongcai Energy Management Service Co., Ltd. 442,414.62 0.08
Total 536,921,005.82 97.84
6. Investment income
(1) Particulars about investment income
Unit: RMB
Item Amount in this year Amount at last year
Long-term equity investment income calculated by cost method - 127,836,922.04
Long-term equity investment income calculated by equity method - (90,201,890.81)
Investment income from disposal of long-term equity investment - 113,531,216.51
Total - 151,166,247.74
(2) Long-term equity investment income calculated by cost method
Unit: RMB
Amount at last
Invested units Amount in this year year Reasons of changes
Weimei Power Company Distribute dividend at last year and no profit
- 71,571,959.87
distributed in this year
Engineering Co Distribute dividend at last year and no profit
- 56,264,962.17
distributed in this year
Total - 127,836,922.04
(3) Long-term equity investment income calculated by equity method
Unit: RMB
Invested units Amount in this year Amount at last year Reasons of changes
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Jiangxi Xinchang Reference to Note(V)36
- (90,201,890.81)
Company
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
7. Supplementary information of cash flow statement
(1) Supplementary information of cash flow statement
Unit: RMB
Supplementary information Amount in this year Amount at last year
1. Net profit transferred to cash flow of operating activities:
Net profit (29,424,910.93) 185,763,215.13
Add: provision for assets devaluation 9,970,118.75 16,041,488.47
Fixed assets depreciation 45,452,442.79 72,292,401.99
Intangible assets amortization 1,449,427.40 1,399,802.89
Long-term accounts prepaid amortization 49,988.16 75,783.60
Loss of disposal of fixed assets, intangible assets and other long-term
23,702.69 4,609,078.93
assets(gains)
Financial expense (income) 140,817,129.79 149,697,744.85
Investment loss (income) - (151,166,247.74)
Decrease of deferred income taxes assets (Increase) - -
Decrease of inventory (Increase) 17,743,001.16 43,401,627.44
Decrease of operating accounts receivable(Increase) (36,206,844.39) (427,014,813.17)
Increase of operating accounts payable (Decrease) (263,007,003.47) 454,256,195.79
Net cash flow from operation activities (113,132,948.05) 349,356,278.18
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 204,114,395.05 303,150,447.89
Less: period-begin balance of cash and cash equivalent 303,150,447.89 269,369,131.18
Amount of increase (decrease) of cash and cash equivalent (99,036,052.84) 33,781,316.71
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(2)constitution of cash and cash equivalent
Unit: RMB
Item Amount at year-end Amount at year-begin
I. Cash 204,114,395.05 303,150,447.89
Including: Stock cash 33,188.81 73,554.85
Bank savings available for paid anytime 203,501,624.26 302,539,423.53
Other monetary fund available for paid anytime 579,581.98 537,469.51
II. Balance of cash and cash equivalent at year-end 204,114,395.05 303,150,447.89
- 101 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
8. Related Transactions
(1) Related transaction of commodities purchase, labor service received/provided
Statement of commodity purchased/labor service received
Unit: RMB
Amount in this year Amount at last year
Proportion in
Proportion in
Related Transaction amount of
amount of
parties content Price setting Amount Amount similar
similar
principal and transaction
transaction (%)
strategy procedures (%)
Reference to the
Warehouse
Server market price or
and 1,407,499.2
Petrochemical based on the price 100.00 6,449,632.14 100.00
transportation 7
Supplying Co from executives
charge
department
Reference to the
market price or
New Power Fuel 342,783,156
based on the price 37.22 398,021,462.60 22.95
Company purchasing .61
from executives
department
Reference to the
Zhongshan market price or
Spare parts 2,307,692.3
Power based on the price 100.00 - -
purchasing 1
Company from executives
department
Reference to the
Zhongshan market price or
Material
Power based on the price 4,632.54 0.01 - -
purchasing
Company from executives
department
Reference to the
Weimei market price or
Material
Power based on the price 616,377.30 0.99 - -
purchasing
Company from executives
department
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Commodity sold/labor service provided
Unit: RMB
Amount in this year Amount at last year
Proportion in Proportion in
Related Transaction Price setting principal amount of amount of
parties content and strategy procedures Amount similar Amount similar
transaction transaction
(%) (%)
Reference to the market
New Power Charge of price or based on the
461,251.20 100.00 2,333,308.80 100.00
Company flue gas used price from executives
department
Reference to the market
New Power price or based on the
Sales of heat 2,209,849.41 50.03 3,917,820.44 63.40
Company price from executives
department
Reference to the market
Zhongshan
Sales of price or based on the
Power 775,642.97 4.52 - -
materials price from executives
Company
department
Reference to the market
Weimei
Sales of price or based on the
Power 1,163,606.86 6.78 8,604,673.29 9.92
materials price from executives
Company
department
Reference to the market
Server
Sales of tap price or based on the
Petrochemical 69,234.00 0.40 - -
water price from executives
Supplying Co
department
Reference to the market
Environment
Hot water price or based on the
Protection 6,313,209.48 36.76 6,547,254.72 7.55
sales price from executives
Co.,
department
Reference to the market
Environment Sales of
price or based on the
Protection cooling - - 2,379,392.46 2.74
price from executives
Co., water
department
Environment Sales of tap Reference to the market
- - 26,650.00 0.03
Protection water price or based on the
- 103 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Co., price from executives
department
Reference to the market
Environment
Labor service price or based on the
Protection 600,000.00 3.49 - -
charge price from executives
Co.,
department
- 104 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(2)related leasing
Rent-out condition
Unit: RMB
Leasing Leasing
income income
Type of assets Leasing date Leasing determination recognized in
Lessor Leasee rent0out starts expired basis the year
Date of
low-nitrogen
reform of
The Zhongshan Power Zhongshan
Spare parts 2012.12.31 Strike price 17,500.00
Company Company Power
Company
completed in
2014
Next overhaul
period of 3#
The Weimei Power generation unit
Spare parts 2009.08.28 Strike price 16,028.35
Company Company of Weimei
Power
Company
Server
The
Petrochemical Storage tank 2012.01.01 2012.08.13 Strike price 295,592.80
Company
Supplying Co
The Environment
Land 2011.01.01 2014.12.31 Strike price 1,152,000.00
Company Protection Co.,
The Environment
Office building 2012.01.01 2014.12.31 Strike price 660,000.00
Company Protection Co.,
Rent-in condition
Unit: RMB
Leasing Leasing
income income
Type of assets Leasing date Leasing determination recognized in
Lessor Leasee rent0out starts expired basis the year
- 105 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
One month
ended after
completion of
Zhongshan
next overhaul
Power The Company Spare parts 2012.4.25 Strike price 600,150.29
of 1#
Company
generation unit
of the
Company
(3 Related entrusted
Statement of entrusted:
Unit: RMB
Name of Name of Transaction Date of Due date recognized basis of
Asset trust
consigner entrusted type beginning entrusted income Amount
Power
Calculated based on
New generation
The Trusteeship the RMB 0.025kwh 5,049,920.0
Power unit of 2012.01.01 2012.12.31
Company income of the generation 0
Company 2#,10# and
volume
11#
Power
Calculated based on
New generation
The Trusteeship the RMB 0.025kwh 16,335,171.
Power unit of 2011.01.01 2011.12.31
Company income of the generation 00
Company 2#,10# and
volume 定
11#
Power
Allocated based on
New generation
The Cost-alloca generating capacity 2,805,899.5
Power unit of 2012.01.01 2012.12.31
Company tion (Note) of New Power 8
Company 2#,10# and
Company
11#
Power
Allocated based on
New generation
The Cost-alloca generating capacity 4,430,043.2
Power unit of 2011.01.01 2011.12.31
Company tion (Note) of New Power 8
Company 2#,10# and
Company
11#
Power Allocated based on
New Expenses-a
The generation generating capacity 11,746,324.
Power llocation 2012.01.01 2012.12.31
Company unit of of New Power 72
Company (Note)
2#,10# and Company
- 106 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
11#
Power
Allocated based on
New Expenses-a generation
The generating capacity 17,476,977.
Power llocation unit of 2011.01.01 2011.12.31
Company of New Power 77
Company (Note) 2#,10# and
Company
11#
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 metho
- 107 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(4 Related guarantee
Guarantee provided
Unit: RMB
Assurance Guarantee Impletion of
Guarantee received Guarantee amount Guarantee due date
Provider beginning date guarantee or not
The Weimei Power
100,000,000.00 2012-06-07 2013-06-07 No
Company Company
The Weimei Power
100,000,000.00 2012-06-05 2013-06-05 No
Company Company
The Weimei Power
100,000,000.00 2012-06-13 2013-06-13 No
Company Company
The Weimei Power
80,000,000.00 2012-06-20 2013-06-20 No
Company Company
The Weimei Power
20,000,000.00 2012-07-02 2013-07-02 No
Company Company
The Weimei Power
80,000,000.00 2012-06-09 2013-06-09 No
Company Company
The Weimei Power
37,451,321.81 2012-08-13 2013-08-13 No
Company Company
The Weimei Power
41,415,890.79 2012-08-20 2013-08-20 No
Company Company
The Weimei Power
52,494,340.26 2012-10-16 2013-10-16 No
Company Company
The Zhongshan Power
50,000,000.00 2012-09-11 2013-09-11 No
Company Company
The Zhongshan Power
50,000,000.00 2012-10-26 2013-10-26 No
Company Company
The Zhongshan Power
70,000,000.00 2012-01-13 2013-01-13 No
Company Company
The Zhongshan Power
50,000,000.00 2012-02-10 2013-02-10 No
Company Company
The Zhongshan Power
10,000,000.00 2012-03-19 2013-03-19 No
Company Company
The Zhongshan Power
23,736,000.00 2012-05-28 2013-05-27 No
Company Company
The Environment
10,000,000.00 2012-06-12 2013-01-29 No
Company Protection Co.,
The Environment
20,000,000.00 2012-12-06 2013-12-05 No
Company Protection Co.,
The Environment
16,000,000.00 2009-11-06 2017-09-20 No
Company Protection Co.,
The Environment
10,000,000.00 2012-06-19 2013-06-19 No
Company Protection Co.,
The New Power
100,000,000.00 2012-12-26 2013-12-26 No
Company Company
The New Power
100,000,000.00 2012-11-27 2013-11-27 No
Company Company
The New Power
100,000,000.00 2012-11-26 2013-11-26 No
Company Company
Total 1,221,097,552.86
- 108 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
The Weimei Power
100,000,000.00 2011-12-06 2012-06-06 Yes
Company Company
The Weimei Power
10,000,000.00 2011-02-14 2012-02-12 Yes
Company Company
The Weimei Power
90,000,000.00 2011-02-22 2012-02-12 Yes
Company Company
The Weimei Power
100,000,000.00 2011-12-02 2012-07-20 Yes
Company Company
The Weimei Power
100,000,000.00 2011-12-07 2012-07-20 Yes
Company Company
The Weimei Power
80,000,000.00 2011-07-15 2012-07-15 Yes
Company Company
The Weimei Power
100,000,000.00 2011-12-29 2012-12-29 Yes
Company Company
The Weimei Power
20,000,000.00 2011-01-10 2012-01-10 Yes
Company Company
The Zhongshan Power
50,000,000.00 2011-09-09 2012-09-09 Yes
Company Company
The Zhongshan Power
50,000,000.00 2010-04-01 2012-04-01 Yes
Company Company
The Zhongshan Power
90,000,000.00 2011-01-21 2012-01-21 Yes
Company Company
The Environment
10,000,000.00 2011-08-03 2012-08-03 Yes
Company Protection Co.,
The Environment
10,000,000.00 2011-07-22 2012-06-20 Yes
Company Protection Co.,
The New Power
30,000,000.00 2011-06-30 2012-06-30 Yes
Company Company
The New Power
30,000,000.00 2011-07-06 2012-07-06 Yes
Company Company
The New Power
30,000,000.00 2011-08-25 2012-08-25 Yes
Company Company
The New Power
10,000,000.00 2011-09-02 2012-09-02 Yes
Company Company
The New Power
100,000,000.00 2011-12-22 2012-12-22 Yes
Company Company
The New Power
100,000,000.00 2011-12-29 2012-12-29 Yes
Company Company
The New Power
50,000,000.00 2011-10-27 2012-10-27 Yes
Company Company
Total 1,160,000,000.00
(4) Lending money of related party
This year:
Unit: RMB
Amount of Commenceme Balance at
Related parties Maturity Date Note
lending money nt date year-end
Borrowing
Engineering Co 20,000,000.00 2011.08.25 2012.08.25 - Prepayment dated 11 April 2012
- 109 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Engineering Co 60,000,000.00 2011.11.21 2013.11.21 60,000,000.00
Prepayment 16,600,000.00 yuan
Engineering Co 30,000,000.00 2012.02.09 2013.02.09 13,400,000.00
dated 11 April 2012
Engineering Co 25,000,000.00 2012.12.06 2013.12.06 25,000,000.00
Server
Petrochemical 15,000,000.00 2011.08.30 2013.08.30 15,000,000.00
Supplying Co
Server
Prepayment 4,000,000.00 yuan
Petrochemical 10,000,000.00 2011.07.18 2013.07.17 6,000,000.00
dated 13 June 2012
Supplying Co
Server
Petrochemical 9,000,000.00 2012.02.10 2013.02.10 9,000,000.00
Supplying Co
Server
Petrochemical 5,000,000.00 2012.11.16 2013.11.16 5,000,000.00
Supplying Co
Weimei Power Prepayment dated 23 October
30,000,000.00 2011.11.01 2012.11.01 -
Company 2012
Weimei Power 100,000,000.0
2011.10.14 2012.10.14 -
Company 0
Weimei Power Prepayment 3,500,000.00 yuan
20,000,000.00 2012.02.13 2013.02.13 16,500,000.00
Company dated 23 October 2012
New Power 130,000,000.0 130,000,000.0
2011.12.07 2013.12.07
Company 0 0
New Power
25,000,000.00 2012.02.05 2013.02.05 25,000,000.00
Company
Shenzhong
Development 40,000,000.00 2011.09.16 2012.09.16 - Prepayment dated 10 May 2012
Co.,
Shenzhong
Development 10,000,000.00 2012.02.10 2013.02.10 10,000,000.00
Co.,
Offering
Shenzhong
545,245,758.0 545,245,758.0
Development 2011.01.01 2013.12.31
5 5
Co.,
Shenzhong
Development 46,280,000.00 2011.01.01 2012.12.31 46,280,000.00 Extension
Co.,
Shenzhong
Development 20,000,000.00 2012.05.11 2013.05.11 20,000,000.00
Co.,
Weimei Power
71,571,959.87 2011.07.15 2013.07.15 71,571,959.87
Company
Zhongshan Issue a loan to related party entrust
Power 25,000,000.00 2011.03.02 2012.03.02 - to the bank, recovery dated 28
Company March 2012
Zhongshan Issue a loan to related party entrust
180,000,000.0
Power 2010.04.14 2012.04.14 - to the bank, withdrawal in advance
0
Company dated 10 Feb.2012
Zhongshan
Power 50,000,000.00 2011.04.01 2011.12.31 - Withdrawal dated 27 April 2012
Company
Zhongshan
40,437,227.87 2011.04.01 2011.12.31 - Withdrawal dated 27 April 2012
Power
- 110 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Company
Zhongshan
Power 28,000,000.00 2011.04.01 2011.12.31 - Withdrawal dated 27 April 2012
Company
Zhongshan
Power 19,623,969.20 2011.04.01 2011.12.31 - Withdrawal dated 27 April 2012
Company
Zhongshan
Power 50,000,000.00 2011.04.25 2012.04.25 - Withdrawal dated 27 April 2012
Company
Zhongshan
Withdrawal in adanve dated 27
Power 40,000,000.00 2011.06.02 2012.06.02 -
April 2012
Company
Zhongshan
Withdrawal in adanve dated 27
Power 50,000,000.00 2011.06.10 2012.06.10 -
April 2012
Company
Zhongshan
Withdrawal in adanve dated 27
Power 60,000,000.00 2011.07.22 2012.07.22 -
April 2012
Company
Zhongshan
Power 35,000,000.00 2012.09.08 2013.09.08 35,000,000.00 Extension
Company
Zhongshan
Power 50,000,000.00 2011.09.01 2012.09.01 - Withdrawal dated 19 Oct. 2012
Company
Zhongshan
Withdrawal 22,000,000.00 yuan in
Power 40,000,000.00 2012.09.06 2013.09.06 18,000,000.00
advance dated 19 Oct. 2012
Company
Zhongshan
100,000,000.0 100,000,000.0
Power 2011.12.20 2013.12.20
0 0
Company
Zhongshan
100,000,000.0 100,000,000.0
Power 2012.01.11 2013.01.11
0 0
Company
Zhongshan
Power 55,000,000.00 2012.03.30 2013.03.30 55,000,000.00
Company
Zhongshan
Power 55,000,000.00 2012.03.28 2013.03.28 55,000,000.00
Company
Zhongshan
Power 30,000,000.00 2012.03.14 2013.03.14 - Withdrawal dated 24 April 2012
Company
Zhongshan
Power 55,000,000.00 2012.03.26 2013.03.26 55,000,000.00
Company
Zhongshan
Power 50,000,000.00 2012.09.06 2013.09.06 50,000,000.00
Company
Last year:
Unit: RMB
Amount of Commencement Balance at
Related parties Maturity Date Note
lending money date year-end
- 111 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Borrowing
Engineering Co 20,000,000.00 2011.08.25 2012.08.25 20,000,000.00
Engineering Co 60,000,000.00 2011.11.21 2012.11.21 60,000,000.00
Borrowing loans from related
Engineering Co 60,000,000.00 2009.11.20 2011.11.17 -
party through the Bank
Server
Petrochemical 15,000,000.00 2011.08.30 2012.08.29 15,000,000.00
Supplying Co
Server
Petrochemical 10,000,000.00 2011.07.18 2012.07.17 10,000,000.00
Supplying Co
Weimei Power
30,000,000.00 2011.11.01 2012.11.01 30,000,000.00
Company
Weimei Power
100,000,000.00 2011.10.14 2012.10.14 100,000,000.00
Company
New Power
130,000,000.00 2011.12.07 2012.12.07 130,000,000.00
Company
Shenzhong
Development 40,000,000.00 2011.09.16 2012.09.16 40,000,000.00
Co.,
Offering
Shenzhong
Development 70,040,000.00 2011.01.01 2011.12.31 70,040,000.00 Extension
Co.,
Shenzhong
Development 48,750,000.00 2011.01.01 2011.12.31 48,750,000.00 Extension
Co.,
Shenzhong
Development 7,500,000.00 2011.01.01 2011.12.31 7,500,000.00 Extension
Co.,
Shenzhong
Development 375,950,450.55 2011.01.01 2011.12.31 375,950,450.55 Extension
Co.,
Shenzhong
Development 43,005,307.50 2011.01.01 2011.12.31 43,005,307.50 Extension
Co.,
Shenzhong
Development 46,280,000.00 2011.01.01 2011.12.31 46,280,000.00 Extension
Co.,
Weimei Power
71,571,959.87 2011.07.15 2013.07.15 71,571,959.87
Company
Weimei Power Issue a loan to related party
63,080,000.00 2010.07.26 2011.03.28 -
Company entrust to the bank
Zhongshan
Issue a loan to related party
Power 25,000,000.00 2011.03.02 2012.03.02 25,000,000.00
entrust to the bank
Company
Zhongshan
Issue a loan to related party
Power 180,000,000.00 2010.04.14 2012.04.14 180,000,000.00
entrust to the bank
Company
Zhongshan Issue a loan to related party
Power 24,923,940.43 2009.12.24 2010.12.24 - entrust to the bank, withdrawal
Company dated 17 Jan. 2012
Zhongshan Issue a loan to related party
Power 100,000,000.00 2011.01.18 2011.02.28 - entrust to the bank, withdrawal
Company dated 28 March 2012
- 112 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Zhongshan Issue a loan to related party
Power 50,000,000.00 2010.06.12 2011.06.12 - entrust to the bank, withdrawal in
Company advance dated 9 June 2011
Zhongshan
Issue a loan to related party
Power 40,000,000.00 2010.09.20 2011.09.20 -
entrust to the bank
Company
Zhongshan Issue a loan to related party
Power 35,000,000.00 2010.09.28 2011.09.28 - entrust to the bank, withdrawal in
Company advance dated 10 Sept. 2011
Zhongshan
Power 50,000,000.00 2010.04.01 2011.12.31 50,000,000.00 Extension
Company
Zhongshan
Power 40,437,227.87 2010.04.01 2011.12.31 40,437,227.87 Extension
Company
Zhongshan
Power 28,000,000.00 2010.04.01 2011.12.31 28,000,000.00 Extension
Company
Zhongshan
Power 19,623,969.20 2010.04.01 2011.12.31 19,623,969.20 Extension
Company
Zhongshan
Power 50,000,000.00 2011.04.25 2012.04.25 50,000,000.00
Company
Zhongshan
Power 40,000,000.00 2011.06.02 2012.06.02 40,000,000.00
Company
Zhongshan
Power 50,000,000.00 2011.06.10 2012.06.10 50,000,000.00
Company
Zhongshan
Power 60,000,000.00 2011.07.22 2012.07.22 60,000,000.00
Company
Zhongshan
Power 35,000,000.00 2011.09.08 2012.09.08 35,000,000.00
Company
Zhongshan
Power 50,000,000.00 2011.09.01 2012.09.01 50,000,000.00
Company
Zhongshan
Power 40,000,000.00 2011.09.06 2012.09.06 40,000,000.00
Company
Zhongshan
Power 100,000,000.00 2011.12.20 2012.12.20 100,000,000.00
Company
Environment Withdrawal in adanve dated 29
10,000,000.00 2011.09.19 2012.09.19 -
Protection Co., Dec. 2011
Environment Withdrawal in adanve dated 29
10,000,000.00 2011.09.23 2012.09.23 -
Protection Co., Dec. 2011
- 113 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
(6)Remuneration of key management staff
Unit: RMB
Item Amount in this year Amount at last year
Remuneration of key management staff 7,265,916.80 7,311,300.00
(7) Fund occupation expenses
Unit: RMB
Price Amount in this year Amount at last year
Transactio Transactio setting Ratio in Ratio in
Related parties
n type n content principa Amount similar Amount similar
l amount (%) amount (%)
Fund
Engineering Interest
occupation Note 5,500,499.99 3.91 3,065,486.67 2.04
Co expenses
expenses
Fund
Weimei Power Interest
occupation Note 5,012,548.18 3.56 1,773,022.23 1.18
Company expenses
expenses
Server Fund
Interest
Petrochemical occupation Note 2,106,895.56 1.50 640,511.11 0.43
expenses
Supplying Co expenses
Shenzhong Fund
Interest
Development occupation Note 1,519,100.00 1.08 779,911.11 0.52
expenses
Co., expenses
Zhongshan Fund
Interest
Power occupation Note 39,992,336.93 47.30 37,033,727.95 47.10
income
Company expenses
Shenzhong Fund Interest Note 38,715,383.80 45.79 36,348,436.29 46.22
Development occupation income
Co., expenses
Fund
Weimei Power Interest
occupation Note 4,587,623.48 5.43 3,501,522.33 4.45
Company income
expenses
Fund
Environment Interest
occupation Note - - 364,444.44 0.46
Protection Co., income
expenses
Note: payment for the use of state funds is calculated according to loan rate of current capital of peer
banks.
(8)Assets transfer of related party
Unit: RMB
Amount in this year Amount at last year
Price Ratio in
Related Transactio Ratio in
Transaction type setting similar
parties n content Amount similar Amount
principal amount
amount (%)
(%)
10% equity of
Energy energy Assets Market 123,078,900.0
Environment - - 36.19
Holding transfer price 0
Protection Co.,
held by the
- 114 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Company
transferred
(9) Account receivable/payable of related parties
Account receivable from related parties
Unit: RMB
Item Related parties Balance at year-end Balance at year-begin
Other account receivable Shenzhong Development Co., 735,826,164.78 688,629,880.98
Zhongshan Power Company 565,174,763.75 626,243,082.60
Weimei Power Company 81,102,663.74 85,437,069.99
Environment Protection Co., 1,610,545.01 11,017,120.27
Server Petrochemical
6,279,649.17
Supplying Co 6,279,745.17
Shennan Singapore 144,340.87 138,660.87
Syndisome Co., 48,576.08 35,127.06
Dividend receivable New Power Company 597,875,904.41 597,875,904.41
Engineering Co 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 Balance at year-end Balance at year-begin
Account received in
advance Energy Holding 14,586,000.00 14,586,000.00
Server Petrochemical
Account payable Supplying Co 516,000.25 332,376.11
Other account payable New Power Company 618,314,078.53 776,413,945.94
Weimei Power Company 23,285,570.41 131,773,022.23
Engineering Co 104,937,178.93 81,036,534.88
Server Petrochemical
36,543,715.07 26,364,386.39
Supplying Co
Syndisome Co., 1,677,095.25 1,682,266.99
(XII) Aproval of fiancnial statement
The financial statement of the Company and consolidated statement have been approved by the Board
dated 19 April 2013
- 115 -
深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
1. Particulars about current non-recurring gains and loss
Unit: RMB
Item Amount in this year Note
Loss and gains of disposal of non-current assets 1,136,165.08
Government subsidies included in current gains and loss (excluding those closely in 2,217,106.02
accordance with corporation business and enjoyed according to fixed amount under
Import VAT refund for natural gas 125,023,871.96
Other non-operating income/expenses beside the above said items 489,010.46
Influence amount of income taxes (414,701.91)
Influence amounts of minority shareholders (after tax) (9,634,451.05)
Total 118,817,000.56
2. Return on equity and earnings per share
Unit: RMB
Earnings per share
Weighted average return on equity Basic earning s per Diluted earnings per
Profit in reporting period (%) share share
Net profit attributable to ordinary
(12.38) (0.34) Not applicable
shareholders of the Company
Net profit attributable to ordinary
shareholders of the Company deducting (19.58) (0.54) Not applicable
non-recurring gains and loss
3. Abonormal condition and explanation for items in main accounting statement
Unit: RMB
Item 2012 2011 Changes Difference reasons
Cash in-flow from operation activity decreased in
1 Monetary fund 526,852,121.41 695,095,052.12 (24.20%)
this year
Account paid in advance for natural gas decreased
2 Account paid in advance 12,132,738.08 31,576,397.23 (61.58%)
inthis year
The equity transfer amount of Jiangxi Xinchang
3 Other receivables 16,297,883.22 124,599,842.72 (86.92%)
Company received in this year
4 Inventory 1,220,486,524.51 1,258,195,597.25 (3.00%) Due to the disposal of fuel oil in this year
5 Other current assets 606,661,855.88 529,703,432.24 14.53% The VAT input tax increased in this year
6 Long-term equity 49,315,000.00 37,315,000.00 32.16% More capital investe in Jiangxi Nuclear Power Co.,
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
investment in this year
Normal depreciation for fixed assets in this year,
7 Fixed assets 2,040,100,204.81 2,227,103,579.26 (8.40%)
and depreciation resrves withdrawal
Long-term expenses to be The long-term expense to be amortized at
8 45,822.68 95,810.84 (52.17%)
amortized year-begin
9 Short-term loans 3,210,361,552.86 3,265,824,953.89 (1.70%) Loans from the bank decreased
10 Note payable 29,670,000.00 43,820,200.00 (32.29%) Note issued in this year decreased
11 Account payable 70,970,449.91 214,748,889.66 (66.95%) Payable gas account decreased in this year
12 Tax payable 2,961,440.37 7,802,638.34 (62.05%) Payable income tax decreased
13 Other payables 303,027,729.31 358,597,380.00 (15.50%) Payable account of construction decreased
14 Non-current liabilities due - 50,000,000.00 (100.00%) Long-term loans due within one year has been paid
within one year in this year
15 Long-term loans 16,000,000.00 26,000,000.00 (38.46%) Long-term loans has been paid in this year
16 Other non-current liability 44,015,465.64 5,104,791.66 762.24% Government subsidy with asseets-concened
received in this year
17 Retained profit 249,614,987.36 454,070,630.72 (45.03%) Net losses in this year
18 Minority shareholders’ 173,891,856.02 134,439,441.22 29.35% More capital invest in Zhongshan Power Company
equity from minority shareholder in this year
19 operation income 1,265,445,768.29 2,415,817,730.35 (47.62%) Sales of power decreased in this year
20 Operation cost 2,087,264,770.22 3,589,704,382.71 (41.85%) Sales of power decreased in this year
21 Business tax and surcharge 7,623,350.20 12,574,988.91 (39.38%) City maintenance tax and other decreased in this
year
22 Sales expenses 2,308,615.35 818,301.34 182.12% Transportation charge in this year decreased
23 Fiancnial expenses 247,564,983.52 204,297,949.90 21.18% Capitalization of interests in this year decreased
24 Investment income - 23,329,325.70 (100.00%) No equity transfer occurred in this year
25 Non-opration income 979,204,618.46 1,516,790,851.26 (35.44%) Fuel subsidy income and import VAT rebate in this
year decreased
26 Non-operation expenses 210,609.14 5,225,709.23 (95.97%) Abandonment losses of fixed assets decreased in
this year
27 Income tax expenses 2,859,105.88 13,224,142.33 (78.38%) Income tax expenses in this period decreased
28 Net profit attributable to (204,455,643.36) 17,529,063.37 (1,266.38%) Net losses occurred in this year
shareholders of parent
company
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深圳南山热电股份有限公司
财务报表附 Note
Ended as 31st December 2012
Supplementary information provided by management will signe by the follow principal:
Legal person:
Person in charge of accounting works:
CFO:
Person in charge of accounting organ:
19 April 2013
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