深圳南山热电股份有限公司 2013 年度报告全文
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2013
April 2014
1
深圳南山热电股份有限公司 2013 年度报告全文
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.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Chairman Yang Haixian, person in charge of the Company, person in charger of
accounting works and person in charger of accounting organ (accounting officer)
hereby confirm that the Financial Report of the annual report is authentic,
accurate and complete.
The report has been prepared in both Chinese and English, for any
discrepancies, the Chinese version shall prevail. Please read the full report
seriously, concerning the forward-looking statements with future planning
involved in the Semi-Report, they do not constitute a substantial commitment
for investors. Investors are advised to exercise caution of investment risks.
2
深圳南山热电股份有限公司 2013 年度报告全文
Contents
Section I. Important Notice, Contents and Paraphrase ............................................................................................................................2
Section II Company profile .....................................................................................................................................................................5
Section III. Accounting data and summary of financial indexes ..............................................................................................................7
Section IV. Report of the Board of Directors ...........................................................................................................................................9
Section XI. Documents available for Reference ....................................................................................................................................63
3
深圳南山热电股份有限公司 2013 年度报告全文
Paraphrase
Items Refers to Contents
Shenzhen Nanshan Power Co., Ltd. Refers to Company, the Company, Shen Nan Dian
Shen Nan Dian (Zhongshan) Electric Power
Refers to Shen Nan Dian Zhongshan Company
Co., Ltd.
Shen Nan Dian (Dongguan) Weimei Electric
Refers to Shen Nan Dian Dongguan Company
Power Co., Ltd
Shenzhen Shennandian Turbine Engineering
Refers to Shen Nan Dian Engineering Company
Technology Co., Ltd.
Shenzhen Shen Nan Dian Envionment
Refers to Shen Nan Dian Envionment Protection Company
Protection Co., Ltd.
Shenzhen Server Petrochemical Supplying Co.,
Refers to Server Company
Ltd
Shenzhen New Power Industrial Co., Ltd. Refers to New Power, New Power Company
Shen Nan Energy (Singapore) Co., Ltd. Refers to Singapore Company
Nanshan Power Factory of Shenzhen Nanshan
Refers to Nanshan Power Factory
Power Co., Ltd.
Zhongshan Nam Long Power Plant of Shen
Refers to Zhongshan Nam Long Power Plant
Nan Dian (Zhongshan) Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan
Dian (Dongguan) Weimei Electric Power Co., Refers to Dongguan Gaobu Power Plant
Ltd
Zhongshan Shenzhong Real Estate Investment
Refers to Shenzhong Properties Company
Properties Co., Ltd
Zhongshan Shenzhong Real Estate
Refers to Shenzhong Real Estate Company
Development Co., Ltd
Hong Kong Syndisome Co., Ltd. Refers to Syndisome Company
4
深圳南山热电股份有限公司 2013 年度报告全文
Section II Company profile
I. Company information
Short form of the stock Shen Nan Dian A, Shen Nan Dian 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)
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 http://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
Registration NO. for No. of taxation
Date for registration Place for registration Organization code
enterprise legal registration
5
深圳南山热电股份有限公司 2013 年度报告全文
license
No.18 Yueliangwan
Initial registration 1990-04-06 Avenue, Nanshan 440301501125497 440301618815121 61881512-1
District, Shenzhen
No.2097
Registration at end Yueliangwan
2012-08-30 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 Ruihua Certified Public Accountant (LLP)
Offices add. for CPA West side, 8/F,Time Technology Building, No. 7028, Shennan Blvd., Futian District, Shenzhen
Signing Accountants Pan Xinhua, Tian Yingying
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
6
深圳南山热电股份有限公司 2013 年度报告全文
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
2013 2012 2011
(%)
Operating income (RMB) 1,110,427,750.14 1,265,445,768.29 -12.25% 2,415,817,730.35
Net profit attributable to
shareholders of the listed 53,099,116.45 -204,455,643.36 -125.97% 17,529,063.37
company(RMB)
Net profit attributable to
shareholders of the listed company
-76,950,773.70 -323,272,643.93 -76.2% -288,696,800.75
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
482,279,180.11 106,047,443.83 354.78% 272,285,341.26
operating activities(RMB)
Basic earnings per share
0.09 -0.34 -126.47% 0.03
(RMB/Share)
Diluted earnings per share
0.09 -0.34 -126.47% 0.03
(RMB/Share)
Weighted average ROE (%) -4.88% -13.2% 8.32% 1%
Changes over end of
End of 2013 End of 2012 End of 2011
last year (%)
Total assets (RMB) 5,440,291,369.21 5,536,067,729.98 -1.73% 5,982,450,115.15
Net assets attributable to
shareholder of listed company 1,601,055,539.87 1,548,919,427.80 3.37% 1,753,371,551.83
(RMB)
II. Difference of the accounting data under accounting rules in and out of China
The net profit and net assets in and out of China stays the same in reporting period.
7
深圳南山热电股份有限公司 2013 年度报告全文
3. Reasons for the differences of accounting data under accounting rules in and out of China
III. Items and amounts of extraordinary profit (gains)/loss
In RMB
Item 2013 2012 2011 Note
Gains/losses from the disposal of
non-current asset (including the write-off 78,884,627.34 1,136,165.09 113,277,953.88 -
that accrued for impairment of assets)
Governmental subsidy calculated into
current gains and losses(while closely
related with the normal business of the
9,032,973.54 2,217,106.02 245,208.34 -
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 -
receivable with separate impairment testing
Other non-operating income and expenditure
394,766.69 489,010.46 4,988,236.41 -
except for the aforementioned items
Import VAT refunds for natural gas 37,570,075.58 125,023,871.96 214,622,872.15 -
Income from capacity transfer 72,930,000.00 - - -
Less: impact on income tax 20,699,535.10 414,701.91 8,532,710.17 -
Impact on minority shareholders’ equity
48,063,017.90 9,634,451.05 19,560,956.77 -
(post-tax)
Total 130,049,890.15 118,817,000.56 306,225,864.12 --
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
8
深圳南山热电股份有限公司 2013 年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
In 2013, we were under pressure of decline of domestic economy. In addition, reform of power price system hasn’t been completed
on 9E Gas Turbine. Generation cost and power price are upside down. Provincial, municipal subsidies seriously lagged behind and
Shenzhen municipal subsidy policy is difficult to determine. Besides the national energy-saving and environmental policy were
increasingly strengthened and other multiple interwoven grim situations. Thus the Board of Directors proposed to strengthen the
safety management, reduce costs, strictly control expenses, make alive the inventory of existing assets, optimize the industrial
structure, and enhance the ability to resist risks and other measures to achieve goal of production safety, capital chain security and no
loss throughout the year. In support of the Company's shareholders, all the staff calmly dealt with the challenges, struggled to
overcome difficulties and achieved good operations. In 2013, the Company achieved operating income of RMB 1,110.4,278 million
(RMB, same as the follows), non-operating income of RMB 900.2,419 million, total profit of RMB 95.1,068 million and net profit
attributable to parent company of RMB 53,099,100. Generally we successfully implemented the annual target and protected the
Company's survival and development.
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
7.88 10.38 -24.11%
New Power Co.,)
Zhongshan Nam Long Power Plant 4.82 4.75 1.66%
Dongguan Gaobu Power Plant 4.83 4.82 0.16%
Total 17.53 19.95 -12.11%
During the report period, the main business income of the Company was 1,110,427,800 Yuan, reduced by 12.25% compared to the
same period of last year, which was mainly because the income of electricity sales income reduced in this year. The operating profit
of the Company was –804,407,400 Yuan; increased 406,731,600 Yuan compared to the same period of last year, and total profit was
95,106,800 Yuan, increased 327,251,800 Yuan compared to the same period of last year.
Up to 31st, Dec., 2013, the Company has merged total assets of 5,440,291,400 Yuan, reduced by 1.73% compared to the beginning of
the year; stockholder's equity was 1,799,779,600 Yuan, thereinto, the stockholder's equity attributable to the parent company was
1,601,055,500 Yuan, reduced by 52,136,100 Yuan compared to the same period of last year.
9
深圳南山热电股份有限公司 2013 年度报告全文
The Company’s review and summarization to the progress of development strategy and operating plan disclosed in early days during
the report period
1. In the report period, the Company achieved objectives on safety management of the "4 Noes", providing an important safeguard for
the daily operation and ongoing development. Meanwhile, through the implementation of standardized environmental management, the
Company completed task of pollution reduction, and was awarded environmental green card and other credit rating. In 2013, the
Company was selected as "Advanced Enterprise on Waste Reduction, Shenzhen" for the fifth time.
2. Progress was made on preliminary work of real estate development projects of Shenzhong Housing Real Estate Co. Ltd and
Shenzhong Property Co., Ltd. Including, Shenzhong Property Co., Ltd completed project-setup application report, environmental
assessment reports and other application materials of a small plot of 54 acres Land, and the land leveling work has been completed;
Shenzhong Housing Real Estate Co. Ltd is still progressing in planning and adjustment for 346 acres of land.
3. The Company is currently progressing in preliminary work for assisting Xinjiang activated by Guangdong Province, which was
listed one of important projects of 2014 around Xinjiang Autonomous Region and Kashi. The Company has set up working team and
offices stationed in Kashi, deeply conducted feasibility study from perspective of technology and economy, thus preparing for
approval of the comprehensive operation.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
2. Revenue
Note
During the reporting period, the income of the Company mainly including the main business income and other business income, the
main business income including power sales income, thermal sales income and engineering services income etc., the main business
income decreased 12.25% than that of last year mainly because of the repayment of long-term debt in this year.
Whether income from physical sales larger than income from labors or not
√ Yes □ No
Increase/decrease y-o-y
Industries Item 2013 2012
(%)
Sales volume (KWH) 17.53 19.95 -12.13%
Output (KWH) 17.53 19.95 -12.13%
Power
Inventory (KWH) 0 0 -
Market share (%) 23.25% 26.09% -2.84%
Reasons for y-o-y relevant data with over 30% changes
□ Applicable √ Not applicable
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
10
深圳南山热电股份有限公司 2013 年度报告全文
Total top five clients in sales
1,098,491,598.06
(RMB)
Proportion in total annual sales
98.93%
volume for top five clients (%)
Information of top five clients of the Company
□Applicable √Not applicable
3. Cost
Industry classification
In RMB
2013 2012
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Power, heat
Energy industry 1,568,213,728.67 97.48% 2,051,647,473.35 98.47% -0.99%
supply
Engineering Income from
6,551,646.35 0.41% 11,111,944.29 0.53% -0.13%
service engineering
Other income Sludge drying 34,006,970.15 2.11% 20,811,326.18 1% 1.12%
Product classification
In RMB
2013 2012
Industry Y-o-y changes
Item Ratio in operation Ratio in operation
classification Amount Amount (%)
cost (%) cost (%)
Electricity sales Power supplying 1,567,795,841.52 97.45% 2,034,241,697.87 97.63% -0.18%
Heat sales Heat supplying 417,887.15 0.03% 10,613,093.88 0.51% -0.48%
Fuel sales Fuel supplying 0.00 0% 6,792,681.60 0.33% -0.33%
Engineering Income from
6,551,646.35 0.41% 11,111,944.29 0.53% -0.13%
service engineering
Sludge drying Sludge treatment 25,511,701.00 1.59% 19,092,809.55 0.92% 0.67%
Oil transport
income, access
Other income 8,495,269.15 0.53% 1,718,516.63 0.08% 0.45%
fee of Huidong
wharf
Main suppliers of the Company
Total purchase amount from top
11
深圳南山热电股份有限公司 2013 年度报告全文
five suppliers (RMB) 1,439,705,836.41
Proportion in total annual purchase 95.69%
amount for top five suppliers (%)
Information of top five suppliers of the Company
□Applicable √Not applicable
4. Expenses
Income tax expenses were RMB 21,727,620.48 in 2013 with a 659.94% up than that of last year, and mainly because income tax
expenses at the current period increased in the year.
5. R&D expenses
Nil
6. Cash flow
In RMB
Item 2013 2012 Y-o-y changes (%)
Subtotal of cash in-flow from
2,251,889,550.85 2,525,905,633.47 -10.85%
operation activity
Subtotal of cash out-flow from
1,769,610,370.74 2,419,858,189.64 -26.87%
operation activity
Net cash flow from operation
482,279,180.11 106,047,443.83 354.78%
activity
Subtotal of cash in-flow from
48,513,796.66 110,965,236.71 -56.28%
investment activity
Subtotal of cash out-flow from
34,377,667.39 100,356,408.59 -65.74%
investment activity
Net cash flow from investment
14,136,129.27 10,608,828.12 33.25%
activity
Subtotal of cash in-flow from
3,218,961,917.89 3,937,782,500.87 -18.25%
financing activity
Subtotal of cash out-flow from
3,704,170,113.72 4,157,009,818.55 -10.89%
financing activity
Net cash flow from financing
-485,208,195.83 -219,227,317.68 121.33%
activity
Net increased amount of cash
11,202,708.11 -102,466,870.71 -110.93%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
12
深圳南山热电股份有限公司 2013 年度报告全文
(1) Net cash flow from operation activity increased 354.78% than that of last year mainly because cash on the procurement of raw
materials decreased in the year.
(2) Cash in-flow from investment activity decreased 56.28% than that of last year mainly because there was no cash received from
investment in the year.
(3) Cash out-flow from investment activity decreased 65.74% than that of last year mainly because cash paid for investment in
technological transformation decreased in the year.
(4) Net cash flow from investment activity increased 33.25% than that of last year mainly because cash out-flow from investment
activity decreased.
(5) Net cash flow from financing activity increased 121.33% than that of last year mainly because cash received from loans
decreased in the year.
(6) Net increased amount of cash and cash equivalent decreased 110.93% than that of last year mainly because net cash flow from
operation activity increased in the year.
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
In 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 1,042,794,552.81 1,568,213,728.67 -50.39% -13.96% -23.56% 35.78%
Engineering
8,023,296.00 6,551,646.35 18.34% -34.02% -41.04% 13.84%
service
Other income 53,447,899.12 34,006,970.15 36.37% 33.95% 63.41% 9.33%
According to products
Electricity sales 1,041,714,268.41 1,567,795,841.52 -50.5% -13.18% -22.93% 35.99%
Heat sales 1,080,284.40 417,887.15 61.32% -76.94% -96.06% 285.1%
Fuel sales 0.00 0.00 0% -100% -100% -9.73%
Engineering
8,023,296.00 6,551,646.35 18.34% -34.02% -41.04% 13.84%
service
Sludge drying 50,193,739.91 25,511,701.00 49.17% 36.95% 33.62% 48.84%
Other 3,254,159.21 8,495,269.15 -161.06% 0.11% 394.34% -108.82%
According to region
Domestic 1,096,242,451.93 1,602,220,698.82 -46.16% -12.57% -30.73% 33.84%
13
深圳南山热电股份有限公司 2013 年度报告全文
Overseas 8,023,296.00 6,551,646.35 18.34% -21.65% -22.79% 14.82%
The Company’s production and operation aims at power sales, gross margins of power sales was -50.50% in 2013 with a 35.99% up
over the same period of last year, which mainly because Guangdong Trade Branch of CNOOC Gas & Power Group no longer to
return the import VAT rebate of the Company, and presents in the sales price of natural gas that the purchasing cost of natural gas
declined in the Year.
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
In RMB
End of 2013 End of 2012
Notes of major
Ratio in total Ratio in total Ratio changes (%)
Amount Amount changes
assets (%) assets (%)
Cash in-flow from
Monetary fund 543,054,829.52 9.98% 526,852,121.41 9.52% 0.47% operation activities
increased in this year
Power charge
Account
876,368,547.41 16.11% 924,997,868.15 16.71% -0.6% receivables decreased
receivable
in the year.
Shenzhen Property
Company paid the
amount of hyper
Inventory 1,288,814,086.30 23.69% 1,220,486,524.51 22.05% 1.64% volume and land
premium for the lands
ready for development
in the Year
Investment real Depreciation in the
3,986,674.03 0.07% 4,429,359.55 0.08% -0.01%
estate year
60 percent equity of
Huidong Serves was
transferred in the
Long-term
Year, and re-calculate
equity 83,681,000.00 1.54% 49,315,000.00 0.89% 0.65%
the remaining 40
investment
percent equity with
fair value and
increased capital to
14
深圳南山热电股份有限公司 2013 年度报告全文
Jiangxi Nuclear
Power
Fixed assets are
depreciated normally
Fix assets 1,892,316,932.05 34.78% 2,040,100,204.81 36.85% -2.07% in this year and
withdrawal the
impairment provision
Technological
Construction in transformation
48,692,441.81 0.9% 47,177,164.98 0.85% 0.04%
progress projects increased in
the year
2. Major changes of liability
In RMB
2013 2012
Ratio in total Ratio in total Ratio changes (%) Notes of major changes
Amount Amount
assets (%) assets (%)
Loans from the bank
Short-term loans 2,998,961,917.89 55.13% 3,210,361,552.86 57.99% -2.86%
decreased in this year
Long-term loans are
Long-term loans 6,000,000.00 0.11% 16,000,000.00 0.29% -0.18%
paid in this year
3. Assets and liability measure by fair value
Not applicable
Whether measurement attributes for main assets of the Company in report period have major changes or not
□ Yes √No
V. Core Competitiveness Analysis
On basis of smooth completion of clear energy transformation conducted on electricity generation fuels of our turbine power stations,
we voluntarily conducted energy-saving & emission-reducing projects such as low-nitrogen combustion, minimizing the electricity
generation effect to the environment. Meanwhile, we positively promoted recycle-economy projects such as sludge drying, thus to
transform from traditional power station to corporation which comprehensively utilizes energy steps, notably power supply, freeze
supply, heat supply (hot water and steam) as well as sludge resourcing disposal.
Gas turbine power generation is in technology-intensive filed. As a leader in the field, The Company was ever awarded "The
Country's Largest Gas Turbine Power Enterprises", which owned the most of PG9171E gas - steam combined cycle generating units,
being member of the Department of Guangdong Provincial Association of Gas Turbine Power. In past two decades, we attracted and
trained a large number of experts in gas turbine technology, while we accumulated plenty of experience during construction and
operation of large gas turbine power plants, strengthened exchanges and cooperation with businesses among this industry and built
15
深圳南山热电股份有限公司 2013 年度报告全文
gas turbine training base, thus laid a good foundation for the development of enterprises.
With a favorable peaking performance in gas turbine, plus obviously environmental mitigation effect for natural gas, therefore, the
gas turbine is indispensable to the economically developed coastal areas in particular, whether in terms of roles in emergency grid
loading and regional security and environmental protection needs. Along with the reform and implementation of national electricity
price system, implementation of fuel machine feed-in tariff policy in Guangdong Province, further improvement of the Shenzhen
subsidy policy and gradually upgrade for the industry in the future, as a large fuel machine power enterprise, the Company still owns
a competition-ness and major operation rooms.
VI. Investment analysis
1. Equity investment outside
(1) Investment outside
Investment outside
Investment at same period of last year
Investment in reporting period (RMB) Changes (%)
(RMB)
8,000,000.00 12,000,000.00 33.33%
Invested company
Proportion of equity in invested company
Name Main business
for listed company (%)
Development, construction and
management of nuclear power projects;
producing electricity and relevant
products; foreign trade business (excluding
CPI Jiangxi Nuclear Power Co., Ltd. 5%
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.
16
深圳南山热电股份有限公司 2013 年度报告全文
4. Main subsidiaries and stock-jointly companies
Particular about main subsidiaries and stock-jointly companies
In RMB
Main
Company Register Operating Operating
Type Industries products or Total assets Net Assets Net profit
name capital revenue profit
service
Technology
developmen
t regarding
to
application
of
remaining
heat
(excluding
Shenzhen
restricted RMB
New Power Power 1,032,819,7 51,434,801. 237,732,161 -30,330,527 -30,330,527
Subsidiary items) and 113.85
Industrial industry 94.98 23 .45 .35 .35
power million
Co., Ltd.
generation
with
remaining
heat. Add:
power
generation
through
burning
machines.
Shenzhen
Shen Nan
Dian Craft Sludge RMB 79 150,883,364 78,502,256. 50,193,739. 3,325,793.8 3,918,469.8
Subsidiary
Environmen industry treatment million .96 68 91 9 8
t Protection
Co., Ltd.
Engaged in
Shenzhen the
Shennandia technology
n Turbine consultant RMB 10 126,596,768 64,916,450. 8,023,296.0 3,778,094.4 2,675,733.1
Subsidiary Technology
Engineering service of million .90 20 0 5 9
Technology gas-steam
Co., Ltd. combined
cycle power
17
深圳南山热电股份有限公司 2013 年度报告全文
plant
(station),
maintenanc
e and
overhaul of
running
equipment
for
gas-steam
combined
cycle power
plant
(station).
Import and
export of
goods and
technology
(excluding
distribution
and
monopolize
d
commodity
of the State)
Shenzhen Self-operati
Server on of fuel
Petrochemic oil or RMB 53.3 170,569,533 126,047,937 4,658,882.3 55,334,465. 49,853,777.
Subsidiary Fuel
al import million .44 .33 2 63 74
Supplying agent
Co., Ltd business
power
generation
by burning
machines,
Shen Nan power
Dian generation
(Zhongshan by RMB 746.8 1,016,986,4 159,657,233 307,838,865 -196,734,51 21,725,136.
Subsidiary Electricity
) Electric remaining million 60.60 .84 .82 2.53 34
Power Co., heat, power
Ltd. supply and
heat supply
(excluding
pipeline
network of
18
深圳南山热电股份有限公司 2013 年度报告全文
heat
supply),
lease of
dock and oil
storage
(excluding
oil products,
dangerous
chemicals
and
inflammabl
e and
explosive
materials).
Shen Nan
Constructio
Dian
n and
(Dongguan)
operation of US $ 35.04 983,390,694 320,828,964 246,609,886 -282,860,41 20,799,527.
Weimei Subsidiary Electricity
natural gas million .35 .67 .86 6.53 07
Electric
power
Power Co.,
plants.
Ltd
Shen Nan
No main RMB
Energy Investment 4,926,870.2 2,458,583.9
Subsidiary business 6.7038 0.00 -359,813.04 -359,813.04
(Singapore) holding 0 2
operated million
Co., Ltd.
Mainly in
charge of
developmen
t,
construction
and
CPI Jiangxi
Stock operation RMB
Nuclear Nuclear 2,661,766,1 1,127,270,0
jointly managemen 1727.27 0 0 0
Power Co., Power 46.72 00
company t of million
Ltd.
projects,
producing
and sales of
power and
relevant
products
Zhongshan RMB
1,065,741,4 -21,190,396 -51,772,656 -51,395,954
Shenzhong Subsidiary Real Estate Real Estate 177.80 0.00
39.04 .84 .29 .84
Real Estate million
19
深圳南山热电股份有限公司 2013 年度报告全文
Developme
nt Co., Ltd
Zhongshan
Shenzhong
Real Estate RMB 60 218,598,873 51,137,800. -10,278,168 -10,166,373
Subsidiary Real Estate Real Estate 0.00
Investment million .72 44 .22 .35
Properties
Co., Ltd
Notes of main subsidiaries and stock-jointly companies
Particular about subsidiaries obtained or disposed in report period
√Applicable□Not applicable
Purpose of obtained or disposed Way to obtained or disposed in Impact on general production
Name
in Period Period and performance
The Company increase current
The equity transfer aims at
income of RMB 36.9924
liquidize remnant assets, Transferred 60 percent equity of
Huidong Server Part million through the equity
increased overall return on Huidong Server Part
Comprehensive Development transfer, which is relieve the
assets and improved the Comprehensive Development
Co., Ltd. tension of liquid capital and
operation current status of the Co., Ltd. in way of public listed
improve overall economic
Company
benefit of the Company
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
34,785 800 5,731.5 N/A
Power Co., Ltd. nary works
Total 34,785 800 5,731.5 -- --
Query date for temporary notice disclosed
2009-12-29
on appointed website (if applicable)
Query index for temporary notice disclosed
http://www.cninfo.com.cn/
on appointed website (if applicable)
VII. Prediction of business performance from January – September 2014
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the
warning of its material change compared with the corresponding period of the last year and explanation on reason
√ Applicable √ Not applicable
20
深圳南山热电股份有限公司 2013 年度报告全文
VIII. Special purpose vehicle controlled by the Company
Not applicable
IX. Prospect for future development of the Company
(I) industrial trend and competition the Company is faced
In current power price system, we are forecast to see a tough operation situation in 2014. And the competition is becoming fiercer.
In 2014, the situation the Company faced is still complicated. Though, the total electricity consumption over Guangdong Province
will maintain a slight upward trend. But for the increased electricity delivery from west to east, the total electric generation may get a
negative growth. Regional electricity market will compete increasingly fierce. Space for 9E sector will be more limited. Meanwhile,
the price of natural gas may still be high, Shenzhen Grid implements economic dispatch, and there is uncertainty in power subsidy
policy and so on. All these factors increased difficult for the Company in decision-making.
But with the reform of the national electricity system, the implementation of tariff policy on the combustion engine in Guangdong
Province and the Shenzhen Municipal further optimizes the policy of subsidies, the future of the industry escalated. As a large gas
turbine power plant, whether it is needed by power peaking cycle emergency or implementation of recycle economic projects, the
Company still has a certain status and a large living space. We will continue to play our due role.
(II) Business plan for 2014
In 2014, the Company will take safety, environmental protection as a prerequisite, pragmatic and efficient innovation as a means, the
industrial structure adjustment and industrial upgrading as the main direction, protecting shareholders' equity and sustainable
development as the purpose. We’ll try to balance and focus, seek practical results to ensure the realization of annual business
objectives. Focus on the following tasks:
1. Strengthen safety supervision and implementation of "One Position, Two Responsibilities" system, push the innovative
mechanisms over safe production management, conduct environmental standardization and dynamic implementation of safety
production management, thus achieve safe and environmental production, providing basic safeguard for operation and sustainable
development.
2. accelerate the process of assisting Xinjiang project, promote the 2 × 9F cogeneration and expansion of Zhongshan Nanlang Power
Plant, study the future positioning of Nanshan Power, grasp the opportunities of non-public offering of shares, and accelerate the pace
of industrial upgrading.
3. Continue to push Shenzhong Housing Real Estate and Shenzhong Property to implement the process of 400 acres of land in
Zhongshan.
4. Closely track the national monetary policy, explore financing channels, make overall management of funds within the system, and
strengthen budget execution, to ensure funding needs for daily operations and new investment projects and to prevent financial risks.
5. Actively promote the construction of internal control, continue to improve the internal management system, to create a harmonious
and stable capital markets environment, and to further improve the overall governance of the Company.
X. 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
21
深圳南山热电股份有限公司 2013 年度报告全文
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 2013. Matters referred to the modified opinions haven’t
obviously violated the rules of accounting standards, system and relevant information disclosure regulations.
XI. Compared with the financial reports of previous year, presentation of the changes in accounting
policies, accounting estimate and accounting methods
Not applicable
XII. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
Not applicable
XIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
(1) In September 2013, the 16.05 percent equity of Huidong Server held by Shenzhen Pipe Energy Science & Technology
Development Co., Ltd. ( Pipe Science & Technology) was purchased by Shenzhen Server, the controlling subsidiary of the Company,
up to purchase date, 100 percnet equity Huidong Server were hold by Shenzhen Server. (2) On 25 October 2013, Board of the
Meeting was held for transfer 60 percent equity of Huidong Server (55 percent equit of Huidong Harbor was held by Huidong Server)
held by Shenzhen Server, controlling subsidiary of the Company, through public listed, and Jiahua Building Products (Shenzhen) Co.,
Ltd. participated in the procedures. On 29 November 2013, the 60 percent equity of Huidong Server held by Shenzhen Server were
transferred to Jiahua Building Products (Shenzhen) Co., Ltd. The transferee has no related relationship with the Company, ultimate
equity transfer completed dated 9 December 2013. The Company has no controlling rights on Huidong Server and Huidong Harbor
after equity transferred. Huidong Server and Huidong Harbor excluding in the consolidation statement since the date of transfer
completed, the revenue, expenses and profit before transfer completed were reckoned in the consolidated profit statement, the cash
flow recorded in the consolidated cash flow statement before transfer completed.
XVI. Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period, cash bonus policy in particular
√Applicable □Not applicable
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
22
深圳南山热电股份有限公司 2013 年度报告全文
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.
3. Profit distribution plan and capitalizing of common reserves plan in reporting period are complying with relevant regulations of
Article of Association. The preplan of profit distribution for year of 2013 and capitalizing of common reserves plan comply with
relevant regulation of Article of Association and Return Plan, deliberation procedures meets related rules. There is no interest of the
Shareholders being damaged.
Independent opinion from independent directors
Special explanation on cash dividend policy
Satisfy regulations of General Meeting or requirement of
Y
Article of Association (Y/N):
Well-defined and clearly dividend standards and
Y
proportion (Y/N):
Completed relevant decision-making process and
Y
mechanism (Y/N):
Independent directors perform duties completely and play
Y
a proper role (Y/N):
Minority shareholders have opportunity to express
opinions and demands totally and their legal rights are Y
fully protected (Y/N):
Condition and procedures are compliance and transparent
while the cash bonus policy adjusted or changed Not applicable
(Y/N):
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
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. In 2011, 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.
2. Being audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for year of
23
深圳南山热电股份有限公司 2013 年度报告全文
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.
3. Being audited by Ruihua CPA (LLP), the net profit attributable to shareholders of listed company for year of 2013 amounting as
RMB 53,099,116.45.
The Company has no plans of surplus accumulation fund accrual, no profit distribution plan and capitalizing of common reserves
either.
Cash dividend in latest three years
In 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 (%)
2013 0.00 53,099,116.45 0%
2012 0.00 -204,455,643.36 0%
2011 0.00 17,529,063.37 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
Reason for no cash dividend proposal with profit available and a
positive undistributed profit of parent company in reporting Usage and plan of undistributed profit
period
For 2013, due to the government subsidy is seriously lagging In order to ensure capital chain security and the normal
behind, land to be developed reached up to 1.1 billion Yuan at production and operation, limited funds were invested into
the end of the year, accounting for 9.2% of inventories. The land production and operations. Meanwhile, to further improve the
occupied part of the liquidity. Due to the un-development of the short-term solvency and enhance the overall profitability,
land during the reporting period, corresponding cash flow combined with the current situation and development needs, the
missed, resulting in tight capital. In 2013, the Company's balance Company deferred the total of RMB 302,714,103.81 of
has reached 66.92%, the currency ratio and quick ratio is still undistributed profit as of the end of 2013 to the next year, thus
relatively low. Overall short-term solvency of the Company is supplementing liquidity for daily operation of the Company.
still low.
XV. 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 the reporting period, the Company awarded as “Advanced Enterprise
for Implementing Safety Production” and “Pengcheng Advanced Enterprise of Waste Reduction” 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.
24
深圳南山热电股份有限公司 2013 年度报告全文
The listed company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protection
departments
□Yes √ No □Not applicable
The listed company and subsidiaries owes other major social safety issues
□Yes √ No □Not applicable
Administrative penalty occurred in reporting period
□Yes √ No □Not applicable
XVI. 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
2013-09-16 Field research Individual Chen Ling
of the Company Company
Office of the Telephone Reasons for stock of the
2013-10-11 Individual Investor
Company communication Company fail to goes up
Office of the Telephone The annual performance of
2013-11-27 Individual Investor
Company communication the Company
25
深圳南山热电股份有限公司 2013 年度报告全文
Section V. Important Events
I. Significant lawsuits and arbitrations
□ Applicable √ Not applicable
The Company has no significant lawsuits and arbitration in this period.
II. Questioned from media
□ Applicable √ Not applicable
No common media questioned for the Company in reporting period
III. Non-operational fund occupation of the listed company from controlling shareholder and
its related parties
Not applicable
IV. Bankruptcy reorganization
Not applicable
V.Trade of assets
1. Purchase of assets
Not applicable
2. Sales of assets
Net Ratio
profit of net
contrib profit
Assets
The Tradi uted to contrib Credit
rights
other ng the uted and
concer
party price listed by the Relate The related liabilit
Prici ned
of (in Compa Impact on sold d relationship(a y Date of
Assets Sales ng transfe Index of
transac 10 ny Company( assets transac pplicable for conce disclos
sold date princ rred disclosure
tion or thous from Note3) for tion related rned ure
ipal owner
final and the listed (Y/N) transaction) shifte
ship
control Yuan begin compa d fully
fully
ler ) of the ny in or not
or not
reporti total
ng profit
to the (%)
26
深圳南山热电股份有限公司 2013 年度报告全文
sales
date(in
10
thousa
nd
Yuan)
The equity
transfer
aims at
Base
60 liquidize
d on
Jiahua percent remnant
appra
Buildi equity of assets,
isal
ng Huidong increased
repor
Produc Server overall
2013-1 3,699.2 69.67 t 2013-1 http://www.cninf
ts Port 7,350 return on N Not applicable Y Y
2-9 4 % issue 0-26 o.com.cn/
(Shenz Compreh assets and
d by
hen) ensive improved
appra
Co., Develop the
isal
Ltd. ment Co., operation
autho
Ltd. current
rity
status of
the
Company
Nanshan
Power
Station
shut
down the
Shenzh
#5unit, Improved
en Contr
6# unit operation
Energy 2013-1 137.35 act Associated 2014-0 http://www.cninf
and #8 7,293 7,293 status of Y Y Y
Group 2-31 % prici legal person 1-02 o.com.cn/
unit and the
Co., ng
closed Company
Ltd.
down the
capacity
of #7 unit
and #9
unit
VI. Implementation of the company’s equity incentive and the effects
Not applicable
27
深圳南山热电股份有限公司 2013 年度报告全文
VII. Significant related transaction
The Company has no related transaction with routine operation concerned in the reporting period
1. Related transaction incurred by purchase or sales of assets
Book Assessm Income
Market
value of ent value Transfer Clearing from
fair
Type of Content assets of assets price form for assets Index of
Related Relations related of related Pricing value Disclosu
transfer transfer (10 related transfer disclosur
party hip transacti transacti principle (10 re date
on on (10 (10 thousand transacti (10 e
thousand
thousand thousand Yuan) on thousand
Yuan)
Yuan) Yuan) Yuan)
Transferr
ed and
Shenzhe http://w
Associat closed
n Energy Assets Contract Bank 2014-01- ww.cninf
ed legal down - - - 7,293 7,293
Group transfer pricing transfer 02 o.com.cn
person capacity
Co., Ltd. /
of the
unit
16.05
percent
equity of
Huidong
Pipe Server
http://w
Science Associat held by
Assets Contract Bank 2013-10- ww.cninf
& ed legal Pipe 134.42 - - 134.42 -
transfer pricing transfer 26 o.com.cn
Technolo person Science
/
gy &
Technolo
gy
transferr
ed
Reason of major difference between the
transfer price and book value or N/A
assessed value(if applicable)
Influence on the operation results and
N/A
financial status of the Company
3. Significant related transaction from jointly investment outside
Not applicable
4. Credits and liability of related party
Whether have non-operation related liabilities and credits relations or not
28
深圳南山热电股份有限公司 2013 年度报告全文
√Yes □No
Whether has
Balance at Amount in Balance at
non-operation
Reasons for period-begin this period(10 period-end
Related party Relationship Type fund
occurring (10 thousand thousand (10 thousand
occupation or
Yuan) Yuan) Yuan)
not
Shenzhen Shennandian Debt payable Routine
Turbine Engineering Subsidiary to related operation N 10,493.72 675.18 11,168.9
Technology Co., Ltd. party open credit
Financial
Shenzhen Shennandian claim
Profit
Turbine Engineering Subsidiary receivable N 5,626.5 0 5,626.5
distribution
Technology Co., Ltd. from related
party
Financial
Shen Nan Dian claim Routine
(Zhongshan) Electric Subsidiary receivable operation N 56,517.48 5,555.37 62,072.85
Power Co., Ltd. from related open credit
party
Financial
Zhongshan Shenzhong claim Routine
Real Estate Subsidiary receivable operation N 73,582.3 3,897.58 77,479.88
Development Co., Ltd from related open credit
party
Financial
Zhongshan Shenzhong claim Routine
Real Estate Investment Subsidiary receivable operation N 0 8,771.77 8,771.77
Property Co., Ltd from related open credit
party
Financial
Shen Nan Dian
claim Routine
(Dongguan) Weimei
Subsidiary receivable operation N 8,110.27 -1,876.7 6,233.57
Electric Power Co.,
from related open credit
Ltd
party
Shen Nan Dian
Debt payable Routine
(Dongguan) Weimei
Subsidiary to related operation N 2,328.56 -1,589.74 738.82
Electric Power Co.,
party open credit
Ltd
Debt payable Routine
Shenzhen New Power
Subsidiary to related operation N 61,831.41 -6,607.02 55,224.39
Industrial Co., Ltd.
party open credit
29
深圳南山热电股份有限公司 2013 年度报告全文
Financial
claim
Shenzhen New Power Profit
Subsidiary receivable N 59,787.59 0 59,787.59
Industrial Co., Ltd. distribution
from related
party
Shenzhen Server Debt payable Routine
Petrochemical Subsidiary to related operation N 51.6 -38.82 12.78
Supplying Co., Ltd party open credit
Shenzhen Server Debt payable Routine
Petrochemical Subsidiary to related operation N 3,654.37 4,394.19 8,048.56
Supplying Co., Ltd party open credit
Financial
Shenzhen Server claim Routine
Petrochemical Subsidiary receivable operation N 627.94 -627.94 0
Supplying Co., Ltd from related open credit
party
Financial
Shenzhen Shen Nan claim Routine
Dian Environment Subsidiary receivable operation N 161.05 3,978.61 4,139.66
Protection Co., Ltd. from related open credit
party
Financial
claim Routine
Shen Nan Energy
Subsidiary receivable operation N 14.43 6.8 21.23
(Singapore) Co., Ltd.
from related open credit
party
Financial
claim Routine
Hong Kong
Subsidiary receivable operation N 4.86 1.63 6.49
Syndisome Co., Ltd.
from related open credit
party
Debt payable Routine
Hong Kong
Subsidiary to related operation N 167.71 -5.02 162.69
Syndisome Co., Ltd.
party open credit
Financial
Account
claim
Shenzhen Energy received in
Shareholder receivable N 1,458.6 -1,458.6 0
Group Co., Ltd. advance for
from related
capacity
party
Influence on operation results and Current assets RMB 197.0712 million increased and current liability RMB 46.2983 million
financial status from related credit and declined in the Period
30
深圳南山热电股份有限公司 2013 年度报告全文
debts
5. Other significant related transactions
The Company has no other material related transactions in reporting period.
VIII. Significant contracts and its implementation
1. Trusteeship, contracting and lease
(1) 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 9.5672 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) Contract
Explanation on contract
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
(3) Lease
Explanation on lease
Items generated over 10% gains/losses in total profit in reporting period for the Company
□ Applicable √ Not applicable
2. Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for the controlling 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)
31
深圳南山热电股份有限公司 2013 年度报告全文
Shen Nan Dian General
2013-04-23 25,000 2013-06-03 25,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2013-04-23 10,000 2013-05-02 10,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2013-04-23 7,500 2013-06-17 7,500 11 months N Y
Dongguan Company assurance
Shen Nan Dian General Two and a
2013-04-23 30,000 2011-08-24 4,296 N Y
Dongguan Company assurance half year
Shen Nan Dian General
2013-04-23 5,000 2013-05-31 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2013-04-23 4,000 2013-08-16 0 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2013-04-23 10,000 2013-08-07 5,000 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2013-04-23 10,000 2013-01-14 7,000 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2013-04-23 10,000 2013-09-30 4,700 6 months N Y
Zhongshan Company assurance
Shen Nan Dian General
2013-04-23 4,000 2013-03-28 0 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2013-04-23 4,000 2013-08-08 0 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2013-04-23 3,500 2013-05-17 500 One year N Y
Zhongshan Company assurance
Shen Nan Dian
General 4 years and
Environment 2013-04-23 600 2009-11-03 600 N Y
assurance 10 months
Protection Company
Shen Nan Dian
General
Environment 2013-04-23 3,000 2013-12-26 0 One year N Y
assurance
Protection Company
New Power General
2013-04-23 10,000 2013-12-30 10,000 One year N Y
Company assurance
New Power General
2013-04-23 10,000 2013-12-18 10,000 One year N Y
Company assurance
New Power General
2013-04-23 30,000 2013-12-31 18,000 One year N Y
Company assurance
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in 176,600 107,596
subsidiaries in report period
report period (B1)
(B2)
32
深圳南山热电股份有限公司 2013 年度报告全文
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 176,600 107,596
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 176,600 occurred guarantee in report 107,596
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 176,600 guarantee at the end of report 107,596
period (A3+B3) period (A4+B4)
The proportion of the total amount of actually guarantee in the
67.2%
net assets of the Company (that is A4+ B4)(%)
Including:
Amount of guarantee for shareholders, actual controller and its
-
related parties(C)
The debts guarantee amount provided for the guaranteed parties
55,200
whose assets-liability ratio exceed 70% directly or indirectly(D)
Proportion of total amount of guarantee in net assets of the
27,543.23
Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 82, 743.23
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated
N/A
procedures (if applicable)
3. Other significant contract
Book Appraisal
value of value for
amount assets
Base date
involved involved Trading Whether Implemen
Company Appraisal of assets
Name of in in price (in constitute Related tation
entered Date of agency (if evaluatio Pricing
counterpa contract contract(i 10 related relationsh ended as
into a contract applicable n (if principle
rt (in 10 n 10 thousand transactio ip reporting
contract ) applicable
thousand thousand Yuan) n or not period
)
Yuan) (if Yuan) (if
applicable applicable
) )
Consistin
g three
Guangdo
parts:
ng Trade
price of Implemen
Branch of
The 2013-01- Not LNG, Not ting
CNOOC - - - Ditto N
Company 15 applicable comprehe applicable relevant
Gas &
nsive contracts
Power
service
Group
charge
and taxes.
33
深圳南山热电股份有限公司 2013 年度报告全文
The
prices of
LNG will
sets in
two
difference
prices in
two
period
times of
2013 and
2014 and
later
contract
years.
Consistin
Shen Nan g three
Guangdo
Dian parts:
ng Trade
(Donggua price of Implemen
Branch of
n) 2013-12- Not LNG, Not ting
CNOOC - - - Ditto N
Weimei 21 applicable comprehe applicable relevant
Gas &
Electric nsive contracts
Power
Power service
Group
Co., Ltd charge
and taxes.
4. Other significant transaction
Not applicable
IX. Implementation of commitments
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.
X. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants Co., Ltd. (LLP)
Remuneration for domestic accounting firm (in 10
90
thousand Yuan)
Continuous life of auditing service for foreign 1
34
深圳南山热电股份有限公司 2013 年度报告全文
accounting firm
Name of domestic CPA Pan Xinhua, Tian Yingying
Whether re-appointed accounting firms in this period or not
√Y □N
Accounting firms changed in auditing period
□Y √N
Performed approval procedures while changing the accounting firms
√Y □N
Explanation on re-appointed and changed for the accounting firms
During the reporting period, proposed by auditing committee of the Company, Ruihua CPA was engaged as the auditing authority of
the Company for year of 2013 with auditing expenses of RMB 0.9 million(including: financial auditing RMB 0.7 million, internal
control auditing RMB 0.2 million) for one year.
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√ Applicable □ Not applicable
In the Period, in order to controlling the costs and consider development requirment of the Company, Ruihua Certified Public
Accountants Co., Ltd. (LLP) was appointed as the internal control auditing authority of the Company for year of 2013 with expenses
of RMB 0.2 million for one year.
XI. Explanation from Supervisory Committee and Independent Directors (if applicable) for
“Qualified Opinion” 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 Ruihua Certified Public Accountants Co., Ltd. (LLP) “Special Statements about Issuing Audit Report
of Clean Opinion with Emphasis of Matter to Shenzhen Nanshan Power Co., Ltd.” and “2013 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 2013 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
2013 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.
XII. Penalty and rectification
□ Applicable √ Not applicable
Particular about directors, supervisors, senior executives and shareholders with over 5% shares held suspected illegal dealings of the
35
深圳南山热电股份有限公司 2013 年度报告全文
stock of the Company and earnings of illegal dealings taken back by the Company that disclosed
□ Applicable √ Not applicable
XIII. Suspension and delisting after disclosure of annual report
Not applicable
XIV. Other material events
(I) 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 27 November 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 US$ 79,962,943.00 for the losses caused by the Company’s breach of
contract and US$ 3,736,958.66 for the interests up to 27 November 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 29 December 2009, announcement no. is 2009－069).The Company
replied that we didn’t accept the compensation for losses proposed by Jierun Company on 25 January 2010, and required Jierun
Company to assume the responsibility for breach of contract, including but not limited to pay the payables of US$ 0.3 million for
October 2008 and relevant interests of US$16,862.52. Allen & Overy replied to refuse to assume any responsibility for the Company
on 26 February 2010, and stood their ground in the letter sent on 27 November 2009.
On 31 March 2011, February 6, 2012 and 20 February 2014, Jierun Company voluntarily wrote or authorized Allen & Overy to write
to claim the Company’s liability for breach of contract, the Company respectively replied on 6 April 2011, 10th, Feb., 2012 and 28
March 2014, and explicitly declared that we don’t accept the opinion in the letter from Allen & Overy that Shenzhen Nanshan Power
Co., Ltd. is in arrears with US$ 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 US$ 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.
XV. Significant events of the subsidiaries
On 29 November 2013, Server Company and Jiahua Building Products (Shenzhen) Co., Ltd. (Jiahua Building) signed a
supplementary term aiming at equity transfer over equity attribution and division of Yapojiao Dock, which belongs to Server
Company, Huidong Server, and Huidong Nianshan Town Government as well as its subordinate Nianshan Group. In order to solve
36
深圳南山热电股份有限公司 2013 年度报告全文
this remaining historic problem, Server Company saved RMB 12,500,000.00 in condominium deposit account as guarantee. In
addition, Server pledged its 20% of equity holding from Huidong Server to Jiahua Architecture with pledge duration of 2 years. The
amount of collateral on loans could not exceed RMB 1,500,000,000. As of December 31, 2013, the group is forecast to lose RMB
27,500,000 concerning this matter.
XVI. Corporate bond offering
Not applicable
37
深圳南山热电股份有限公司 2013 年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Shares
In shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitalizat
New
Proportion Bonus ion of Proportio
Amount shares Others Subtotal Amount
(%) shares public n (%)
issued
reserve
I. Restricted shares 18,263 18,263
1. Other domestic
18,263 18,263
shareholding
Domestic nature
18,263 18,263
person 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
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changed
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
38
深圳南山热电股份有限公司 2013 年度报告全文
II. Security offering 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, enterprise 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. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total shareholders at the end of Total shareholders ended as the 5th trading day
37,504 37,329
reporting period before annual report disclosed
Particulars about shares held above 5% by shareholders or top 10 shareholding
Total
Number of share pledged/frozen
sharehold Amount Amount of
Changes
Proportion ers at of restrict un-restrict
Full name of Nature of
of shares in report
Shareholders shareholder
held (%) the end of shares shares
period
report held held State of share Amount
period
Shenzhen
Guangju State-owned legal 100,769,7 100,769,7
16.72% - 0 - -
Industrial Co., person 12 12
Ltd.
HONG KONG
NAM HOI Overseas legal 92,123,24 92,123,24
15.28% - 0 - -
(INTERNATION person 8 8
AL) LIMITED
SHENZHEN
ENERGY State-owned legal 65,106,13 65,106,13
10.8% - 0 - -
(GROUP) CO., person 0 0
LTD.
BNP P P/PANDA
INVESTMENT Overseas legal 49,426,51 49,426,51
8.2% - 0 - -
COMPANY person 8 8
LIMITED
STATE GRID
State-owned legal 32,673,56 32,673,56
SHENZHEN 5.42% -975,000 0 - -
person 0 0
ENERGY
39
深圳南山热电股份有限公司 2013 年度报告全文
DEVELOPMEN
T (GROUP) CO.,
LTD.
Domestic nature
Yang Fangping 0.42% 2,536,073 - 0 2,536,073 - -
person
Jinbang Security Overseas legal
0.25% 1,500,000 - 0 1,500,000 - -
Holding Co., Ltd person
Domestic nature
Wang Tingsheng 0.22% 1,354,378 - 0 1,354,378 - -
person
Domestic nature
Xu Yingmu 0.21% 1,267,645 - 0 1,267,645 - -
person
Domestic nature
Ji Hongjun 0.19% 1,167,000 - 0 1,167,000 - -
person
Strategy investors or general
corporation comes top 10
N/A
shareholders due to rights issue (if
applicable) (see note3)
Explanation on associated
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held by
relationship among the aforesaid
SHENZHEN ENERGY (GROUP) CO., LTD
shareholders
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restricted shares held at period-end
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) LIMITED
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 32,673,560 32,673,560
shares
(GROUP) CO., LTD.
RMB common
Yang Fangping 2,536,073 2,536,073
shares
Jinbang Security Holding Co., Ltd 1,500,000 Domestically 1,500,000
40
深圳南山热电股份有限公司 2013 年度报告全文
listed foreign
shares
RMB common
Wang Tingsheng 1,354,378 1,354,378
shares
RMB common
Xu Yingmu 1,267,645 1,267,645
shares
RMB common
Ji Hongjun 1,167,000 1,167,000
shares
Expiation on associated relationship
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED was held by
or consistent actors within the top 10
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 N/A
business (if applicable) (see note4)
Whether has a buy-back agreement dealing in reporting period
□Yes √No
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.
4. The first majority 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 majority 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
41
深圳南山热电股份有限公司 2013 年度报告全文
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
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
42
深圳南山热电股份有限公司 2013 年度报告全文
Note: State Grid Energy was merger by absorption by Shenzhen Guoneng International Trading Co., Ltd. (Shenzhen Guoneng
Trading) dated 13 December 2013, the legal person qualification of State Grid Energy will written off after consolidation, and all
equity and liability of State Grid Energy will be inherited to Shenzhen Guoneng Trading. The change of industry & commerce
procedures is uncompleted.
Legal
Foundation Main business or
Legal person shareholder rep./head of Organization code Registered capital
date management activities
institution
Shenzhen Guangju Industrial 1989-05-3 Industrial investment,
Du Wenjun 70848324-7 RMB 111.11 million
Co., Ltd. 1 power investment
HONG KONG NAM HOI
1985-05-1
(INTERNATIONAL) Yu Chunling 0151245 HK$ 15.33 million Investment
5
LIMITED
IV. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
Nil
43
深圳南山热电股份有限公司 2013 年度报告全文
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 Shares
shares held shares held
Working End date held at held at
Start dated of
Title Sex Age of office in this in this
Name status office term period-beg period-end
term
period period
in (Share) (Share)
(Share) (Share)
Deputy Currently 2014-07-0
Zhang Jie F 45 2011- 07-08 12,993 0 0 12,993
GM in office 7
Staff Currently 2014-05-2
Peng Bo M 40 2012-0-25 1,145 0 0 1,145
supervisor in office 5
Staff Currently 2014-05-2
Li Huiwen F 51 2012-05-25 4,125 0 0 4,125
supervisor in office 5
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 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 Guangju Investment Holding (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., executive
director, GM and vice secretary of Party Committee and manager of GM works dept. of STATE GRID SHENZHEN ENERGY
DEVELOPMENT (GROUP) CO., LTD. now serves as deputy GM and Party Secretary of Hainan Yingda Real Estate Development
44
深圳南山热电股份有限公司 2013 年度报告全文
Co., Ltd.
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 Company and Shen Nan Dian Dongguan Company 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 Shenzhen Guangju Energy Co., Ltd.
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 Shenzhen Guoneng International Trading 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
45
深圳南山热电股份有限公司 2013 年度报告全文
Zhengjiang Jinhua Laws Firm in 1983, served as senior scientist for China(Shenzhen) General Development & Research Institution
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 and partner 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 during 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 from June of 2009 to
December 2012, and he serves as partner of Auma Global Investment Co., Ltd since 2010.
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.
Mr. Liao Nangang, Independent Director, born in 1970, bachelor of East China Political Science and Law in law major; working
experience: he served as assistant judge and judicial office in People’s Court of Shenzhen Nanshan District from 1992 to 2000; a
lawyer in Guangdong ZhongAn Laws Firm from 2001 to 2004; act as lawyer and partner of Guangdong Haohui Laws Firm from
2004 to 2013 and serves as partner of Guangdong Guangjin Laws Firm since 2013; he also act as arbitrator in Shenzhen Arbitration
Commission with qualification certificate of Independent Director owned. He had offered systemic legal services for listed
companies as China Merchants Property Development Co., Ltd. and China Merchants Bank Co., Ltd. (HQ).
(2) Members of Supervisory Committee
Mr. Zhao Xiangzhi, head 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
46
深圳南山热电股份有限公司 2013 年度报告全文
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 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. as well as Party Secretary of STATE GRID SHENZHEN ENERGY
DEVELOPMENT (GROUP) CO., LTD. And he serves as deputy chairman of labor union of Shandong Luneng Group Co., Ltd
recently.
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. Now he serves as
director of Nanshan Power Station, staff supervisor of the Company and deputy chairman of New Power Company.
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. Now he acts as staff supervisor of the Company, deputy director of
Nanshan Power Station and supervisor of Environment Protection Company as well as director assistant of the Office and GM of HR
department.
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 and CFO and finance head of Shen Nan Dian
Dongguan Company since 1993; and now she serves as counselor of Shen Nan Dian Dongguan Company,
47
深圳南山热电股份有限公司 2013 年度报告全文
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; now he serves as staff supervisor of the Company, deputy economist of the HQ and GM of Shenzhong
Real Estate Company.
(3) Senior Executives
Mr. Fu Bo is the managing director and sees the previous director resume.
Ms. Lin Qing, born in 1964, a senior engineer has a master degree with the specialty of Power System and Its Automation of Hunan
University. She taught in the Power Department, Changsha University of Science and Technology from 1985 to 1990, worked in the
engineering department of Guangdong Daya Bay Nuclear Power Station from 1990 to 1991; she work in Shenzhen Energy Group
Co., Ltd. in December 1990, and successively served as secretary of comprehensive dept. of the HQ, business director of Head Office,
office director, minister of the party department, official labor unit president, office director, party branch secretary of the Office,
director of labor union office, party committee member and general manger assistant of Shenzhen Western Power Company. She
transferred to Shenzhen Nanshan Power Co., Ltd. acts as deputy GM from Shenzhen Energy Group Co., Ltd. since October 2003.
Mr. Ji Ming, born in 1956, a senior economist owns master of management. He graduated from Changchun University of Science
and Technology with major in optical electronic technology in 1982 and study graduate course of enterprise management in Fudan
University and with master’ s degree obtained. He worked as director of the workshop of Wuxi 559 Huguang Instrument Factory
from August 1982 to October 1989. a deputy director of Wuxi Zhonghua Rust Product Factory from November 1989 to November
1990. a director of Wuxi Handicraft Factory from December 1990 to November 1993. he worked in enterprise management dept. of
Shenzhen Nanshan Investment Management Company from December 1993 to November 1994; a manager of Shen Nan Petroleum
(Group) Co., Ltd. from December 1994 to 1999. From August 1998 to October 2006, he served as supervisor in Shenzhen Nanshan
Power Co., Ltd. He served as deputy GM of Shenzhen Guangju Energy Co., Ltd. and GM of Shenzhen Guangju Power Investment
Co., Ltd. from 1999 to 2006. He transferred to Shenzhen Nanshan Power Co., Ltd. from Shenzhen Guangji Energy Co., Ltd. serves
as Deputy GM since December 2006, and now he serves as chairman of Zhongshan Shenzhong Real Estate Development Co., Ltd
and deputy chairman of Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Ms. Zhang Jie, born in 1968, CHRM, Master of Psychology of Beijing University; she was successively study with specialty of
British and American Literature in the Foreign Language Department of Zhengzhou University and specialty of applied psychology
in the Psychology Department, Beijing University. She used to work in Henan Provincial Seismological Bureau as a translator in
1990, worked in the financial department and office of Shenzhen Nanshan Power Co., Ltd. since October 1990; she successively held
the posts of secretary, office director, general manager assistant and employee supervisor of the company since 1993, held the post of
director of Shen Nan Dian (Zhongshan) Electric Power Co., Ltd. andShen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd,
and now holds the posts of deputy GM of the Company since December 2006 and serves as chairman of Shenzhen Shen Nan Dian
Environment Protection Co., Ltd., subordiante enteprise of the Company since December 2013.
Mr. Zhu Wei, born in 1957, a senior economist, engineer with master’s degree and graduated from Guangdong Academy of Social
Sciences; he used to work in Shenzhen Nanshan Power Co., Ltd. since 1990; and he successively held the posts of assistant minister
of development department, minister of supply department and general manager assistant of the company, he serves as deputy GM of
the Company since August 2003 and hold chairman in subordinate enterprise of the Company Server Company.
Mr. Wang Rendong, born in 1961, engineer with a master’s degree hold, was graduated from the specialty of thermal power of Power
48
深圳南山热电股份有限公司 2013 年度报告全文
Department, Huazhong University of Science and Technology, and then obtained a master of business administration on the specialty
of economic management of Huazhong University of Science and Technology; he 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; he worked in Shenzhen Nanshan Power Co., Ltd. since 1990 and
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; he held the post of head engineer of the Company since December 2006,
and holds president and GM of Shenzhen Shennandian Turbine Engineering Technology Co., Ltd., as well as director of Shennan
Energy (Singapore) Co., Ltd.
Mr. Lu Xiaoping, born in 1962, a senior accountant and owns master’s degree of Zhongnan University of Economics and Law; he
used to work in Chashi Town People’s Government, Hengyang County, Hunan Province, Hunan Hengyang Oil and Pump Nozzle
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 transferred to Shenzhen Nanshan Power Co., Ltd. serves as CFO from Shenzhen Energy
Group Co., Ltd. since August 2003, and now he holds the Director of Zhongshan Shenzhong Real Estate Investment Property Co.,
Ltd and Zhongshan Shenzhong Real Estate Development Co., Ltd
Ms. Cao Xinnan, born in 1961, a senior engineer owns a bachelor degree and graduate from the specialty of polymer chemical
industry of Huanan Industrial Institute. She worked in plastic packaging material plant of Guangzhou Petrochemical Plant as
technical department engineer from July 1982 to February 1990; worked in Shenzhen Guangju Energy Co., Ltd. from March 1990 to
November 2010 and served as deputy manager of import & export dept., manager of enterprise management dept., director of party
committee office and member of discipliner committee. She transferred to Shenzhen Nanshan Power Co., Ltd. serves as secretary of
Party General Branch from Shenzhen Guangju Energy Co., Ltd since December 2010, and serves as deputy chairman of Shenzhen
Shennandian Turbine Engineering Technology Co., Ltd.
Ms. Hu Qin, born in 1967, engineer and economist, she 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 since 1994; and she serves as secretary of the board of the company since March 2005,
now she serves as director of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd and independent director of Shenzhen
maxonic Automation Control Co., Ltd.
Post-holding in shareholder’s unit
√ Applicable □ Not applicable
Receiving
Start dated of office remuneration from
Name Name of shareholder’s units Position
term shareholder’s units
(Y/N)
Managing director of parent unit
Li Hongsheng Guangju Industrial Co., Ltd. Shenzhen Guangju Energy Co., 2009 Y
Ltd.
Wang Difei STATE GRID SHENZHEN Transferred to Hainan Yingda 2011 Y
49
深圳南山热电股份有限公司 2013 年度报告全文
ENERGY DEVELOPMENT Real Estate Development Co.,
(GROUP) CO., LTD. Ltd. as Party Secretary and deputy
GM
Deputy director of Science and
SHENZHEN ENERGY (GROUP)
Huangfu Han Technology Innovation 2006 Y
CO., LTD.
Committee
Director GM of Shenneng (H.K)
SHENZHEN ENERGY (GROUP)
Yu Chunling International Co., Ltd., 2009 Y
CO., LTD.
wholly-owned subsidiary
Chairman of controlling
SHENZHEN ENERGY (GROUP)
Zhou Qun subsidiary Shenzhen Energy 2010 Y
CO., LTD.
Financial Company
Deputy GM of parent unit
Chen Lihong Guangju Industrial Co., Ltd. Shenzhen Guangju Energy Co., 2005 Y
Ltd.
Serves as deputy GM of Guoneng
STATE GRID SHENZHEN
Trading and GM of Shenzhen
Sun Jianxin ENERGY DEVELOPMENT 2012 Y
Guoneng Property Management
(GROUP) CO., LTD.
Co., Ltd.
SHENZHEN ENERGY (GROUP)
Zhao Xiangzhi Chief accountant 2009 Y
CO., LTD.
SHENZHEN ENERGY (GROUP)
Ma Fengming Staff supervisor 2011 Y
CO., LTD.
Deputy GM and Secretary of the
Ji Yuanhong Guangju Industrial Co., Ltd. Board of parent unit Shenzhen 2008 Y
Guangju Energy Co., Ltd.
STATE GRID SHENZHEN
Severs as Deputy chairman of
Li Jianjun ENERGY DEVELOPMENT 2005 Y
labor union in Luneng Group
(GROUP) CO., LTD.
Post-holding in other unit
√ Applicable □ Not applicable
Start dated of Receiving remuneration
Name Name of other units Position
office term from other units (Y/N)
Li Zheng Guangdong ShenTiancheng Laws Firm Attorney, Partner 2010 Y
Wang
Grandall Law Firm (Shenzhen) Office Attorney, Partner 2005 Y
Xiaodong
Chinese Economic Technology
Wang Junsheng Researcher 2001 Y
Research & Consulting Co., Ltd,
Tang Tianyun Aoma Global Investment Co., Ltd. Partner, deputy president 2010 Y
50
深圳南山热电股份有限公司 2013 年度报告全文
Pan Chengwei China Merchants Bank Co., Ltd. Independent director 2012 Y
Liao Nangang Guangdong Haohui Law Firm Attorney, Partner 2004 Y
III. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations 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.
4. Relevant expenses of the directors and supervisor arising from transportation, accommodation, research and investigation due to
position responsibility are borne by the Company.
Remuneration for directors, supervisors and senior executives in reporting period
In ten thousand Yuan
Total
Total Remuneration
remuneration
Post-holding remuneration actually
Name Title Sex Age obtained from
status obtained from obtained at
shareholder’s
the Company period-end
unit
Currently in
Yang Haixian Chairman M 57 75.80 0 75.80
office
Deputy Currently in
Li Hongsheng M 50 0 127.28 127.28
Chairman office
Deputy Currently in
Wang Difei M 45 0 63 63
Chairman office
Managing Currently in
Fu Bo M 51 68.40 0 68.40
director office
Currently in
Huangfu Han Director M 59 0 85.18 85.18
office
Currently in
Yu Chunling Director F 48 0 74.62 74.62
office
Currently in
周群 董事 M 49 0 76.26 76.26
office
Chen Lihong 董事 F 50 Currently in 0 86.17 86.17
51
深圳南山热电股份有限公司 2013 年度报告全文
office
Currently in
Sun Jianxin 董事 M 48 0 60 60
office
Independent Currently in
Li Zheng M 56 11.9 0 11.9
director office
Wang Independent M Currently in
53 11.9 0 11.9
Xiaodong director office
Independent M Currently in
Wang Junsheng 53 11.9 0 11.9
director office
Independent M Currently in
Tang Tianyun 53 11.9 0 11.9
director office
Independent M Currently in
Pan Chengwei 67 11.9 0 11.9
director office
Independent M Currently in
Liao Nangang 43 0.99 0 0.99
director office
Chief M Currently in
Zhao Xiangzhi 55 0 85.13 85.13
supervisor office
Currently in
Ma Fengming Supervisor F 51 0 53.38 53.38
office
Currently in
Ji Yuanhong Supervisor F 46 0 84.49 84.49
office
M Currently in
Li Jianjun Supervisor 51 0 63 63
office
M Currently in
Zheng Dalei Staff supervisor 49 35.40 0 35.40
office
M Currently in
Peng Bo Staff supervisor 40 33.20 0 33.20
office
Currently in
Li Huiwen Staff supervisor F 51 28.52 0 28.52
office
Currently in
Tao Lin Staff supervisor M 46 32.70 0 32.70
office
Currently in
Lin Qing Deputy GM F 49 61.73 0 61.73
office
Currently in
Ji Ming Deputy GM M 57 61.73 0 61.73
office
Currently in
Zhang Jie Deputy GM F 45 61.73 0 61.73
office
Currently in
Zhu Wei Deputy GM M 56 61.73 0 61.73
office
52
深圳南山热电股份有限公司 2013 年度报告全文
Currently in
Wang Rendong Chief engineer M 52 61.73 0 61.73
office
Currently in
Lu Xiaoping CFO M 51 61.73 0 61.73
office
Secretary of Currently in
Hu Qin F 46 39.60 0 39.60
the Board office
Total -- -- -- -- 744.49 858.51 1,603.00
Delegated equity 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
Independent
Liao Nangang Appointment 2013-11-16 Work reasons
director
V. Changes of core technology team or key technicians in reporting period (not including
directors, supervisors and senior executives)
Nil
VI. Particulars of workforce
Ended as 31 December 2013, the Company has 314 employees in total with 144 are production staff, 26 technician, 18 financial staff
and 126 administration staff; education background: 96 persons hold a junior college degree, 101 persons hold a bachelor degree and
24 persons hold a master degree or above.
53
深圳南山热电股份有限公司 2013 年度报告全文
Section VIII. Corporate governance
I. Brief introduction of corporate governance
The Company is in strict accordance with "Company Law", "Securities Law" and relevant laws and regulations of China Securities
Regulatory Commission, and further improves the governance structure and continuous standardized operation. Currently, the actual
situation of corporate governance is line with the normative documents about listed companies issued by China Securities Regulatory
Commission.
1. on the shareholders and shareholders’ meeting: the Company could ensure that all shareholders, especially minority shareholders are
treated equally, ensure that all shareholders are able to fully exercise their rights; the Company hold general shareholders’ meeting
strictly in accordance with the requirements of the "Rules of Shareholders’ Meeting of Listed Companies".
2. Directors and the Board of Directors: The Company convened board meeting and formed a resolution strictly in accordance with
the "Rules of Procedure for the Board" and "Articles of Association". The directors of the Company actively attended board meetings
with a serious and responsible attitude, made decision prudently, and expressed clear opinion on matters arising. Directors earnestly
fulfilled its diligence obligations of good faith, and earnestly safeguard the interests of minority shareholders. Independent directors
have performed their duties conscientiously and safeguarded the overall interests of the Company, particularly concerned about the
issues related to the legitimate interests of small investors. The Board of Directors has established the Audit Committee, the
Remuneration and Appraisal Committee, Nomination Committee and the Strategy and Investment Committee and the special
committees have been working to develop the relevant regulations of the committees to ensure efficient operation of the board of
directors and scientific decision-making.
3. Supervisors and the Board of Supervisors: The number and composition of the Board of Supervisors is of compliance with laws
and regulations and the "Articles of Association". Supervisors of the Company earnestly performed their duties in accordance with
the requirements and the "Rules of Procedure of the Board of Supervisors" and "Articles of Association". Supervisors effectively
inspected all aspects of the Company such as production and management as well as legal compliance of the directors, senior
management personnel performing their duties, effectively implemented the oversight duties, and safeguarded the interests of the
Companies and small investors.
4. Managers: managers strictly implemented Board resolutions in accordance with the strict compliance of the "Articles of
Association". Acts ultra virious exercise of authority does not exist. Matters beyond the authority of managers will be submitted to
the Board for consideration. The manager work diligently in the ordinary course of business, strengthened the standard operation, and
carried out honest and trustworthy business. There is no failure to faithfully perform their duties, and no breach of fiduciary duty
case.
5. Information disclosure and transparency: The Secretary of the Board is responsible for information disclosure and the Chairman of
the Board and the relevant shareholders receive hospitality and consulting; the Company ensured true, accurate, complete and timely
information disclosure strictly in accordance with the laws, regulations and the "Articles of Association". the Company has
developed "Information Disclosure Management System", "Insider Information and Insider Management System", specifies the
"Securities Times", "China Securities News", "Hong Kong Commercial Daily" and CNINF as information disclosure newspapers and
websites, thus to ensure that all shareholders have equal access to information.
6. During the reporting period, the Company revised the "Articles of Association" and "Working System for Independent Directors"
and developed an "Online Voting Management Approach to General Meeting" which was submitted to the sixth-fifth of the Board
and the Annual Second Extraordinary Shareholders General Meeting, 2013.
7. the Company organized directors, supervisors and middle management and key staff to carry out insider trading prevention and
control training, and created intranet, namely column of the "Securities Regulatory Dynamic", reposted national laws, administrative
regulations, departmental rules and regulatory systems.
Is there any difference between corporate governance and the requirements of the Company Law and relevant regulations of the
54
深圳南山热电股份有限公司 2013 年度报告全文
CSRC
□ Yes √ No
There is no difference between corporate governance and the requirements of the Company Law and relevant regulations of the
CSRC
Progress of the special activity for corporate governance, establishment and implementation of insider information registration
management system
1. The Company has established “Management System of Information Disclosure” and “Registration System of inside Information”,
and well-defined 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.
2. In 2013, the Company continues to implement “Notice of Publicity on Investor Protection for Listed Companies”, carried out
investors protection publicity, actively directing the idea of rational investment and long-term investment for investors, protect
legitimate rights of the investors and formulated a long-term mechanism for investors relationship protection.
II. In the report period, the Company held annual general meeting (AGM) and extraordinary
shareholders’ general meeting
1. Annual General Meeting in the report period
Name of meeting
Session of meeting Date Results Date of disclosure Index of disclosure
motion
”Report of the Board
for year of 2012”, ”
Report of
Supervisory
Committee for year Relevant resolution
of 2012”, ”Work serial No.: 2013-020
Annual General Report of Deliberated and (found more details
2013-05-17 2013-05-18
Meeting of 2012 Independent Director approved in Juchao Website
for year of http://www.cninfo.co
2012”, ”Financial m.cn)
Results and Analysis
Report for year of
2012”;”Report of
Assets for
55
深圳南山热电股份有限公司 2013 年度报告全文
impairment and
Inventory of Fixed
Assets for year of
2012”,”Profit
Distribution Pre-plan
of 2012”,”Annual
Report and
Summary of
2012”,”Bank Credit
Limit and External
Guarantee Limit for
year of
2013”,”Financial
Subsidy Limit
Within System for
year of 2013”,”Fully
implementation of
400 Mu lands
development in
Zhongshan and
investment plan for
year of
2013”, ”Remunerati
on and Appraisal
Plan of the Chairman
for year of 2013”
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting
Session of meeting Date Results Date of disclosure Index of disclosure
motion
Relevant resolution
serial No.: 2013-001
First Extraordinary ”Purchasing
Deliberated and (found more details
General Meeting 2013-01-04 Long-term Natural 2013-01-05
approved in Juchao Website
2013 Gas”
http://www.cninfo.co
m.cn)
”Amendment of Relevant resolution
Second ‘Article of serial No.: 2013-031
Extraordinary Association’”, ”Ame Deliberated and (found more details
2013-09-16 2013-09-17
General Meeting ndment of Work approved in Juchao Website
2013 System of http://www.cninfo.co
Independent m.cn)
56
深圳南山热电股份有限公司 2013 年度报告全文
Directors”, ”Formula
tion of Management
Measures for
Network Voting of
General
Meeting”, ”Appoint
ment of Auditing
Authority for year of
2013 and
remuneration
confirmed”
Relevant resolution
serial No.: 2013-041
Third Extraordinary ”Election of
Deliberated and (found more details
General Meeting 2013-11-15 Independent 2013-11-16
approved in Juchao Website
2013 director”
http://www.cninfo.co
m.cn)
Relevant resolution
”Purchasing
serial No.: 2013-049
Fourth Extraordinary Long-term Natural
Deliberated and (found more details
General Meeting 2013-12-20 Gas by Shen Nan 2013-12-21
approved in Juchao Website
2013 Dian Dongguan
http://www.cninfo.co
Company ”
m.cn)
III. Responsibility performance of independent directors in report period
1. The attending of independent directors to Board meetings and shareholders’ general meeting
The attending of independent directors
Times of Board
Absent the
meeting Times of Times of
Name of independent Times of Times of Meeting for the
supposed to attending by entrusted
director Presence Absence second time in a
attend in the communication presence
row (Y/N)
report period
Li Zheng 8 4 4 0 0N
Wang Xiaodong 8 4 4 0 0N
Wang Junsheng 8 4 4 0 0N
Tang Tianyun 8 3 4 1 0N
Pan Chengwei 8 4 4 0 0N
Liao Nangang 1 1 0 0 0N
Times attending shareholders’ general
5
meeting from independent directors
Explanation of absent the Board Meeting for the second time in a row
57
深圳南山热电股份有限公司 2013 年度报告全文
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
Independent directors’ explanation on adoption or not adoption of relevant recommendations of the Company
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.
IV. Performance of subordinate committees of the Board in reporting period
(I) Audit Committee
On 18 April 2013, the 10th meeting of 6th session of audit committee was held by the Company, and independent directors proposed
professional opinions and advise in aspect of financial and internal control auditing for year of 2012, internal auditing report of the
Company, performance report of audit committee for year of 2012, self-appraisal report of internal control for year of 2012, internal
auditing for year of 2013 and internal control of the Company that handle by Deloitte Huayong CPA, shows agrees for the above said
proposals;
On 9 August 2013, the 11th meeting of 6th session of audit committee was held by the Company, and independent directors proposed
professional opinions and advise in aspect of the appointment of financial auditing authority for year of 2013 and internal auditing
authority, and shows agrees for the proposal;
On 26 November 2013, the 12th meeting of 6th session of audit committee was held by the Company, independent directors proposed
professional opinions and advice in aspect of the auditing plans, and shows agrees for the proposal
(II) Nominations Committee
On 9 September 2013, the 3rd meeting of 6th session of Nominations Committee was held by the Company, independent directors
proposed professional opinions and advice on recommending independent director candidates for the 6th session of the board, and
agreed the deliberated issues.
(III) Remuneration and appraisal committee
On 18 April 2013, the 2nd meeting of 6th session of remuneration and appraisal committee was held by the Company, independent
directors proposed professional opinions and advice on “Remuneration provision for year of 2013 and appraisal plan” and
58
深圳南山热电股份有限公司 2013 年度报告全文
“Performance report of remuneration and appraisal committee”, and shows agrees for the proposal.
On 31 July 2013, the 3rd meeting of 6th session of remuneration and appraisal committee was held by the Company, independent
directors proposed professional opinions and advice on “established rewards of Profitability from Deficits for year of 2013”, and
shows agrees for the proposal.
(IV) Strategy and Investment Management Committee
On April 10, 2013, the Company held the sixth session of the fifth Strategy and Investment Management Committee meeting. The
independent directors raised professional advice and suggestions on the "Full Implementation of 400 Acres of Land in Zhongshan
Development and Investment Plans for 2013" and "Conduct Preliminary Work for Expansion of 2 × 9F Gas Cogeneration of
Zhongshan Nanlang Power Plant, Expansion of 2 × 9F Gas Cogeneration of Dongguan Gaobu Power Plant, and Site Relocation of 2
× 9E units of Zhongshan Nanlang Power Plant to Kashi", and agreed the matter reviewed.
On July 31, 2013, the Company held the sixth session of the sixth Strategy and Investment Management Committee, the independent
directors listened to the "Report of Feasibility on Intends to Carry Out 2 × 9E Units Relocation to Kashi" and the " Report of
Feasibility on Expansion of 2 × 9F Cogeneration of Shenzhen Nanshan Power Company", and raised professional advice and
recommendations, and agreed the two reports.
On October 23, 2013, the Company held the sixth of seventh Strategy and Investment Management Committee, the independent
directors raised professional comments and suggestions on that "Shenzhen Server Oil Supply Limited which is holding subsidiary of
the Company, transfer part of the property holding from Huidong Server Port Comprehensive Development Co.,", and agree the
matters reviewed.
On November 18, 2013, the Company held the sixth of eighth Strategy and Investment Management Committee, the Independent
Directors raised professional comments and suggestions on that “Shennan Dongguan Purchasing Long-term Natural Gas" and the
"Carrying Out Carbon Asset Management"; and agree the matters reviewed.
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 objection about supervision events in reporting period
After deliberation, the Board of Supervisors published the following opinion on the "2013 Annual Internal Control Evaluation
Report":
According to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the Company
followed the basic principles of internal control, in accordance with its actual situation, established and improved the internal control
system to ensure the orderly business activities, effectively controlled various risks that may exist in activities, protected the security
and integrity of the Company's assets, and ensured the full implementation of development strategy and business plans.
Self-evaluation on internal control was true and objective in reflecting the actual situation of internal control. Currently the internal
control organization is complete. I hope in the new year, the Company continuously complies with the new provisions of national and
departmental laws and regulations, regulatory documents, etc., in accordance with the work plan approved by the Board of internal
control, and constantly improves the internal control mechanism to ensure that the Company's sustained and healthy development,
and protects the interests of all shareholders.
59
深圳南山热电股份有限公司 2013 年度报告全文
VI. Independence of the Company in aspect of business, personnel, assets, institute and
finance relative to its controlling shareholder
Not applicable
VII. Horizontal Competition
Nil
VIII. 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.
60
深圳南山热电股份有限公司 2013 年度报告全文
Section IX. Internal control
I. Internal control construction
According to the requirements of external supervision authority 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. Statement of the Board on responsibility of internal control
In line with the regulation mechanism of enterprise’ internal control, Board of the Company has responsibility to established and
improve its internal control and implemented internal control effectively, evaluate the effectiveness and release the evaluation report
of internal control strictly according to the facts. Supervisory committee kept eyes on the implementation and establishment of
internal control from the Board. Managers are responsible for organizing and leading the daily running of company internal control.
Board of the Company, Supervisory Committee, Directors, Supervisors and Senior Executives guarantee that there are no any
fictitious statements, misleading statements or important omissions carried in the Report, and shall take all responsibilities, individual
and/or joint, for the reality, accuracy and completion of the whole contents. The Company’s internal control aims at guarantee a legal
operation management reasonably, assets safety, the real and completion of the financial report and relevant information, improve the
business results and achieve the development strategy. Because of the inherent feature of internal control, reasonable assurance only
can be provided for the realization of the above mentioned targets. Furthermore, inappropriate internal control may be resulted by the
changes of conditions, or failure of controlling policy and procedures implementation, the validity of internal control that calculated
according to evaluation results of internal control has a certain risks.
III. Bases for construction of financial report internal control
1. Manual of Internal Control of Shenzhen Nanshan Power Co., Ltd;
2. Relevant system of finance
IV. Appraisal Report of internal control
Details of major defects in appraisal report that found in reporting period
No major defect has been found in the report period
Disclosure date of internal control
2014-04-25
appraisal report (full-text)
Index of internal control appraisal
http://www.cninfo.com.cn/
report disclosed (full-text)
61
深圳南山热电股份有限公司 2013 年度报告全文
V. Audit report of internal control
√ Applicable □ Not applicable
Auditing comments section for audit report of internal control
We believe that according to relevant regulations and “Basic Norms of Internal Control”, Nanshan Power Company maintained an
efficiency internal control of financial report, in all material aspects.
Disclosure date of audit report of
2014-04-25
internal control (full-text)
Index of audit report of internal
http://www.cninfo.com.cn/
control disclosed (full-text)
Whether modified audit opinions carried out for the audit report of internal control from CPA or not
□ Yes √ No
Whether audit report of internal control, issued by CPA, is in agreement with self-evaluation report, issued by the Board
√ Yes □ No
VI. Establishment and enforcement of Accountability Mechanism for Major Errors in Annual
Report
Not applicable
62
Section X. Financial Report
Ruihua Certified Public Accountants Co., Ltd. (LLP) audited the financial report of the Company with explanatory
paragraph in unqualified auditor’s report issued. (Attached)
Section XI. Documents available for Reference
(I) Accounting statement bearing signature and seal of the legal representative, person in charge of accounting
works and person in charge of accounting institution of the Company;
(II) Original auditing report bearing seal of CPAs and signature and seal of CPA.
(III) Text of notice and original draft that public on Securities Journal, China Securities Times and Hong Kong
Commercial Daily that appointed by CSRC within report period.
(IV) Annual Report released on overseas newspaper
Legal Representative: Yang Haixian
Shenzhen Nanshan Power Co., Ltd.
25 April 2014
Shenzhen Nanshan Power Co., Ltd.
Audit Report
Ruihua Zi[2014] No. 48380009
Content
Auditors
I. 1
Audited financial statement
II.
Consolidated Balance
1. 3
Consolidated Profit
2. 5
Consolidated Cash Flow
3. 6
4. Consolidated Statement of Changes in Shareholders’ Equity 7
Balance
5. 8
Profit
6. 10
Cash Flow
7. 11
Statement of Changes in Shareholders’
8. 12
9. Annotations of Financial Statements 13
10. Supplementary information for annotations of Financial Statements 13
通讯地址：
邮政编码（Post Code）：
电话（Tel）： 传真（Fax）：
Auditor’s Report
Ruihua Zi [2014] No. 48380009
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 “Shen Nan Dian Company”), including
Consolidated and Balance Sheet of the Company as of December 31, 2013,
Consolidated and Profit Statement of the Company, Consolidated and Cash Flow
Statement of the Company and Consolidated and Statement of Changes in
Shareholder Equity of fiscal year 2013 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 Shen Nan Dian 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.
III. Audit Opinion
In our opinion, the above 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 consolidated and financial position as of
December 31, 2013, as well as annual consolidated and operating results of the
Company and cash flow of the Company in 2013.
IV. Explanatory Paragraph
We hereby remind the users of the Company’s financial statements of paying
attention to that, as stated in (IX) “Contingencies” of Annotations of Financial
Statements, Shen Nan Dian 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, Shen Nan Dian Company didn’t identify estimated liability in the financial
statements. Nevertheless, the content of this paragraph doesn’t influence our audit
opinion presented above.
Ruihua CPA(LLP) Chinese Certified Public Accountant:
Beijing China
Chinese Certified Public Accountant:
April,23, 2014
Consolidated Balance Sheet
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Item Note Amount at year-end Amount at year-begin
Current assets:
Monetary funds VII.1 543,054,829.52 526,852,121.41
Transaction finance asset
Notes receivable
Accounts receivable VII.2 876,368,547.41 924,997,868.15
Accounts paid in advance VII.4 11,000,834.97 12,132,738.08
Interest receivable
Dividend receivable
Other receivables VII.3 42,191,268.26 16,297,883.22
Inventories VII.5 1,288,814,086.30 1,220,486,524.51
Non-current asset due
within one year
Other current assets VII.6 565,589,166.99 606,661,855.88
Total current assets 3,327,018,733.45 3,307,428,991.25
Non-current assets:
Finance asset available for
sales
Held-to-maturity investment
Long-term account
receivable
Long-term equity
VII.7 83,681,000.00 49,315,000.00
investment
Investment property VII.8 3,986,674.03 4,429,359.55
Fixed assets VII.9 1,892,316,932.05 2,040,100,204.81
Construction in progress VII.10 48,692,441.81 47,177,164.98
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets VII.11 58,924,611.98 62,471,514.35
Expense on Research and
Development
Goodwill
Long-term expenses to be
VII.12 45,822.68
apportioned
Deferred income tax asset VII.13 2,788,794.11 2,782,546.88
Other non-current asset VII.15 22,882,181.78 22,317,125.48
Total non-current asset 2,113,272,635.76 2,228,638,738.73
Total assets 5,440,291,369.21 5,536,067,729.98
Consolidated Balance Sheet (Cont.)
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Item Note Amount at year-end Amount at year-begin
Current liabilities:
Short-term loans VII.16 2,998,961,917.89 3,210,361,552.86
Transaction financial
liabilities
Notes payable VII.17 50,000,000.00 29,670,000.00
Accounts payable VII.18 78,171,109.54 70,970,449.91
Accounts received in
VII.19 512,402.70 14,586,000.00
advance
Wage payable VII.20 43,361,677.73 35,431,332.25
Taxes payable VII.21 22,682,243.56 2,961,440.37
Interest payable VII.22 98,775,045.80 86,232,475.82
Dividend payable
Other accounts
VII.23 263,833,902.66 303,027,729.31
payable
Non-current liabilities
due within 1 year
Other current
liabilities
Total current liabilities 3,556,298,299.88 3,753,240,980.52
Non-current liabilities:
Long-term loans VII.25 6,000,000.00 16,000,000.00
Bonds payable
Long-term account
payable
Special accounts
payable
Projected liabilities VII.24 27,500,000.00
Deferred income tax
liabilities
Other non-current
VII.26 50,713,516.50 44,015,465.64
liabilities
Total non-current
84,213,516.50 60,015,465.64
liabilities
Total liabilities 3,640,511,816.38 3,813,256,446.16
Shareholders’ equity:
Share capital VII.27 602,762,596.00 602,762,596.00
Capital public reserve VII.28 362,670,442.46 363,633,446.84
Less: Inventory shares
Reasonable reserve
Surplus public reserve VII.29 332,908,397.60 332,908,397.60
Provision of general
risk
Retained profit VII.30 302,714,103.81 249,614,987.36
Balance difference of
foreign currency translation
Total owner’s equity
attributable to parent 1,601,055,539.87 1,548,919,427.80
company
Minority interests 198,724,012.96 173,891,856.02
Total shareholders’ equity 1,799,779,552.83 1,722,811,283.82
Total liabilities and
5,440,291,369.21 5,536,067,729.98
shareholders’ equity
Consolidated Profit Statement
In RMB
Item Note Amount in this year Amount at last year
I. Total operation income 1,110,427,750.14 1,265,445,768.29
Including: operation income VII.31 1,110,427,750.14 1,265,445,768.29
II. Total operation cost 1,994,099,068.79 2,476,584,780.12
Including: operation cost VII.31 1,613,205,960.33 2,087,264,770.22
Operation tax and surcharge VII.32 6,509,035.37 7,623,350.20
Sales expense 2,644,665.12 2,308,615.35
Management expense VII.33 103,071,415.17 105,788,572.54
Financial expense VII.34 236,694,584.66 247,564,983.52
Loss of assets impairment VII.36 31,973,408.14 26,034,488.29
Add: Changing income of fair value(Loss is listed
with “-”)
Investment income (Loss is listed with “-”) VII.35 79,263,954.01
Including: Investment income on affiliated company
and joint venture
III. Operating profit (Loss is listed with “-”) -804,407,364.64 -1,211,139,011.83
Add: Non-operating income VII.37 900,241,855.36 979,204,618.46
Less: Non-operating expense VII.38 727,689.88 210,609.14
Including: Disposal loss of non-current asset 678,471.97 202,167.83
IV. Total Profit (Loss is listed with “-”) 95,106,800.84 -232,145,002.51
Less: Income tax VII.39 21,727,620.48 2,859,105.88
V. Net profit (Net loss is listed with “-”) 73,379,180.36 -235,004,108.39
Net profit attributable to owner’s equity of parent
53,099,116.45 -204,455,643.36
company
Minority shareholders’ gains and losses 20,280,063.91 -30,548,465.03
VI. Earnings per share
i. Basic earnings per share VII.40 0.09 -0.34
ii. Diluted earnings per share VII.40 0.09 -0.34
VII. Other consolidated income
VIII. Total consolidated income 73,379,180.36 -235,004,108.39
Total consolidated income attributable to owners of
53,099,116.45 -204,455,643.36
parent company
Total consolidated income attributable to minority
20,280,063.91 -30,548,465.03
shareholders
Consolidated Cash Flow Statement
In RMB
Item Note Amount in this year Amount at last year
I. Cash flows arising from operating activities:
Cash received from selling commodities and
1,309,162,062.55 1,579,851,176.49
providing labor services
Write-back of tax received
Other cash received concerning operating
VII.41(1) 942,727,488.30 946,054,456.98
activities
Subtotal of cash inflow arising from
2,251,889,550.85 2,525,905,633.47
operating activities
Cash paid for purchasing commodities and
1,592,869,592.90 2,247,244,437.44
receiving labor service
Cash paid to/for staff and workers 122,125,135.44 127,772,329.30
Taxes paid 14,147,000.83 23,649,190.50
Other cash paid concerning operating activities VII.41(2) 40,468,641.57 21,192,232.40
Subtotal of cash outflow arising from
1,769,610,370.74 2,419,858,189.64
operating activities
Net cash flows arising from operating
482,279,180.11 106,047,443.83
activities
II. Cash flows arising from investing activities:
Cash received from recovering investment 106,342,100.00
Cash received from investment income
Net cash received from disposal of fixed,
293,894.96 1,383,136.71
intangible and other long-term assets
Net cash received from disposal of subsidiaries
48,219,901.70
and other units
Other cash received concerning investing
VII.41(3) 3,240,000.00
activities
Subtotal of cash inflow from investing
48,513,796.66 110,965,236.71
activities
Cash paid for purchasing fixed, intangible and
13,877,667.39 88,356,408.59
other long-term assets
Cash paid for investment 8,000,000.00 12,000,000.00
Net cash received from subsidiaries and other
units
Other cash paid concerning investing activities VII.41(4) 12,500,000.00
Subtotal of cash outflow from investing
34,377,667.39 100,356,408.59
activities
Net cash flows arising from investing activities 14,136,129.27 10,608,828.12
III. Cash flows arising from financing activities
Cash received from absorbing investment 70,000,879.83
Including: Cash received from absorbing
70,000,879.83
minority shareholders’ investment by subsidiaries
Cash received from loans 3,218,961,917.89 3,805,245,561.04
Cash received from issuing bonds
Other cash received concerning financing
VII.41(5) 62,536,060.00
activities
Subtotal of cash inflow from financing
3,218,961,917.89 3,937,782,500.87
activities
Cash paid for settling debts 3,440,361,552.86 3,920,708,962.07
Cash paid for dividend and profit distributing or
228,022,580.92 236,300,856.48
interest paying
Including: Dividend and profit of minority
shareholder paid by subsidiaries
Other cash paid concerning financing activities VII.41(6) 35,785,979.94
Subtotal of cash outflow from financing
3,704,170,113.72 4,157,009,818.55
activities
Net cash flows arising from financing
-485,208,195.83 -219,227,317.68
activities
IV. Influence on cash due to fluctuation in
-4,405.44 104,175.02
exchange rate
V. Net increase of cash and cash equivalents 11,202,708.11 -102,466,870.71
Add: Balance of cash and cash equivalents at the
526,852,121.41 629,318,992.12
period -begin
VI. Balance of cash and cash equivalents at the
538,054,829.52 526,852,121.41
period -end
Consolidated Statement of Changes in Shareholders’ Equity
2013-12-31
Prepared by Shenzhen Nanshan Power Co., Ltd. In RMB
This Period
Equity attributable to Shareholder of parent company
Paid-up
Total
Item capital Minority’s
Less: Reasona General
Capital Surplus Retaine owners’
(or treasury ble risk Other equity
reserve reserves d profit equity
share share reserve reserve
capital)
I. Balance at the end of the last 602,762 363,633, 332,908 249,614, 173,891,8 1,722,811,
year ,596.00 446.84 ,397.60 987.36 56.02 283.82
Add: Changes of
accounting policy
Error correction of
the last period
Other
II. Balance at the beginning of 602,762 363,633, 332,908 249,614, 173,891,8 1,722,811,
this year ,596.00 446.84 ,397.60 987.36 56.02 283.82
III. Increase/ Decrease in this -963,00 53,099,1 24,832,15 76,968,269
year (decrease listed with “-”) 4.38 16.45 6.94 .01
53,099,1 20,280,06 73,379,180
(I) Net profit
16.45 3.91 .36
(II) Other consolidated income
53,099,1 20,280,06 73,379,180
Subtotal of (I) and (II)
16.45 3.91 .36
(III) Owners devoted and
capital decreased
1. Owners devoted capital
2. Amount calculated into
owners equity from share-based
payment
3. Other
(IV) Profit distribution
1. Withdrawal of surplus
reserves
2. Withdrawal of general risk
reserve
3. Distribution to owners
(shareholder)
4. Other
(V) Carrying forward internal
owners equity
1. Capital reserves conversed
to capital (or share capital)
2. Surplus reserves
conversed to capital (or share
capital)
3. Remedying loss with surplus
reserve
4.Other
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
-963,00 4,552,093 3,589,088.
(VII)Other
4.38 .03 65
IV. Balance at the end of the 602,762 362,670, 332,908 302,714, 198,724,0 1,799,779,
Period ,596.00 442.46 ,397.60 103.81 12.96 552.83
Last Period
In RMB
Item Last Period
Equity attributable to Shareholder of parent company
Paid-up
Total
capital Less: Reasona General Minority’s
Capital Surplus Retaine owners’
(or treasury ble risk Other equity
reserve reserves d profit equity
share share reserve reserve
capital)
I. Balance at the end of the last 602,762 363,629, 332,908 454,070, 134,439,4 1,887,810,
year ,596.00 927.51 ,397.60 630.72 41.22 993.05
Add: retroactive
adjustment arising from
enterprise merge under the
same control
Add: Changes of
accounting policy
Error correction of
the last period
Other
II. Balance at the beginning of 602,762 363,629, 332,908 454,070, 134,439,4 1,887,810,
this year ,596.00 927.51 ,397.60 630.72 41.22 993.05
III. Increase/ Decrease in this -204,45 39,452,41 -164,999,7
3,519.33
year (decrease listed with “-”) 5,643.36 4.80 09.23
-204,45 -30,548,4 -235,004,1
(I) Net profit
5,643.36 65.03 08.39
(II) Other consolidated income
-204,45 -30,548,4 -235,004,1
Subtotal of (I) and (II)
5,643.36 65.03 08.39
(III) Owners devoted and 70,000,87 70,004,399
3,519.33
capital decreased 9.83 .16
70,000,87 70,000,879
1. Owners devoted capital
9.83 .83
2. Amount calculated into
owners equity from share-based
payment
3．Other 3,519.33 3,519.33
(IV) Profit distribution
1. Withdrawal of surplus
reserves
2. Withdrawal of general risk
reserve
3. Distribution to owners
(shareholder)
4.Other
(V) Carrying forward internal
owners equity
1. Capital reserves conversed
to capital (or share capital)
2. Surplus reserves
conversed to capital (or share
capital)
3. Remedying loss with surplus
reserve
4.Other
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII)Other
IV. Balance at the end of the 602,762 363,633, 332,908 249,614, 173,891,8 1,722,811,
Period ,596.00 446.84 ,397.60 987.36 56.02 283.82
Balance Sheet
In RMB
Item Note Amount at year-end Amount at year-begin
Current assets:
Monetary funds 269,557,683.68 204,114,395.05
Transaction finance asset
Notes receivable
Accounts receivable XII.1 561,165,822.31 589,569,090.03
Accounts paid in advance
92,985.00 394,954.21
Interest receivable
Dividend receivable 654,140,866.58 654,140,866.58
Other receivables XII.2 1,589,545,170.22 1,391,822,925.79
Inventories 84,396,527.41 88,668,143.49
Non-current asset due within
one year
Other current assets 418,542,707.70 435,035,629.99
Total current assets 3,577,441,762.90 3,363,746,005.14
Non-current assets:
Finance asset available for sales
Held-to-maturity investment
Long-term account receivable
Long-term equity investment XII.3 749,297,849.76 741,297,849.76
Investment property
Fixed assets 269,217,021.95 279,009,436.68
Construction in progress 37,711,980.01 35,828,374.94
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 8,010,181.91 9,419,549.87
Expense on Research and
Development
Goodwill
Long-term expenses to be
apportioned 45,822.68
Deferred income tax asset
Other non-current asset
Total non-current asset 1,064,237,033.63 1,065,601,033.93
Total assets 4,641,678,796.53 4,429,347,039.07
Balance Sheet (cont.)
In RMB
Item Note Amount at year-end Amount at year-begin
Current liabilities:
Short-term loans 1,929,000,000.00 1,929,000,000.00
Transaction financial liabilities
Notes payable 50,000,000.00
Accounts payable 140,299,583.60 9,875,959.85
Accounts received in advance 162,402.70 14,586,000.00
Wage payable 24,911,363.28 17,344,092.23
Taxes payable 11,566,882.79 1,073,552.54
Interest payable 3,526,868.54 4,066,892.25
Dividend payable
Other accounts payable 769,598,877.74 801,846,707.84
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 2,929,065,978.65 2,777,793,204.71
Non-current liabilities:
Long-term loans
Bonds payable
Long-term account payable
Special accounts payable
Projected liabilities
Deferred income tax liabilities
Other non-current liabilities 33,655,528.23 36,270,689.55
Total non-current liabilities 33,655,528.23 36,270,689.55
Total liabilities 2,962,721,506.88 2,814,063,894.26
Shareholders’ equity:
Share capital 602,762,596.00 602,762,596.00
Capital public reserve 288,769,132.47 288,769,132.47
Less: Inventory shares
Reasonable reserve
Surplus public reserve 332,908,397.60 332,908,397.60
Provision of general risk
Retained profit 454,517,163.58 390,843,018.74
Total shareholders’ equity 1,678,957,289.65 1,615,283,144.81
Total liabilities and shareholders’
4,641,678,796.53 4,429,347,039.07
equity
Profit Statement
In RMB
Item Note Amount in this year Amount at last year
I. Operating income XII.4 280,374,560.28 548,784,523.09
Less: Operating income XII.4 462,138,486.16 925,122,226.56
Operating tax and extras 5,443,214.46 4,982,471.97
Sales expenses
Administration expenses 33,313,726.35 48,373,249.58
Financial expenses 65,853,303.91 59,884,117.56
Losses of devaluation of asset 11,091,126.86 9,970,118.75
Add: Changing income of fair value(Loss is listed
with “-”)
Investment income (Loss is listed with “-”)
Including: Investment income on affiliated company
and joint venture
II. Operating profit (Loss is listed with “-”) -297,465,297.46 -499,547,661.33
Add: Non-operating income 371,741,853.70 470,149,238.93
Less: Non-operating expense 13,877.75 26,488.53
Including: Disposal loss of non-current asset 13,877.75 23,702.69
III. Total Profit (Loss is listed with “-”) 74,262,678.49 -29,424,910.93
Less: Income tax 10,588,533.65
IV. Net profit (Net loss is listed with “-”) 63,674,144.84 -29,424,910.93
V. Earnings per share
VI. Total consolidated income 63,674,144.84 -29,424,910.93
Cash flow statement
In RMB
Item Note Amount in this year Amount at last year
I. Cash flows arising from operating
activities:
Cash received from selling
commodities and providing labor services 330,515,186.65 579,299,367.43
Write-back of tax received
Other cash received concerning
operating activities 391,657,643.58 501,642,103.39
Subtotal of cash inflow arising
from operating activities 722,172,830.23 1,080,941,470.82
Cash paid for purchasing
commodities and receiving labor service 331,092,416.26 1,086,702,545.85
Cash paid to/for staff and workers
64,004,828.60 76,737,937.63
Taxes paid
6,446,917.04 8,187,713.51
Other cash paid concerning operating
activities 31,695,762.26 22,446,221.88
Subtotal of cash outflow arising
from operating activities 433,239,924.16 1,194,074,418.87
Net cash flows arising from
operating activities 288,932,906.07 -113,132,948.05
II. Cash flows arising from investing
activities:
Cash received from recovering
investment 106,342,100.00
Cash received from investment
income
Net cash received from disposal of
fixed, intangible and other long-term
6,000.00
assets
Other cash received concerning
investing activities 147,438,958.35 686,773,114.16
Subtotal of cash inflow from
investing activities 147,444,958.35 793,115,214.16
Cash paid for purchasing fixed,
intangible and other long-term assets 5,173,210.94 30,347,045.67
Cash paid for investment
8,000,000.00 204,500,000.00
Other cash paid concerning investing
activities 249,750,000.00 375,603,098.49
Subtotal of cash outflow from
investing activities 262,923,210.94 610,450,144.16
Net cash flows arising from investing
activities -115,478,252.59 182,665,070.00
III. Cash flows arising from financing
activities
Cash received from absorbing
investment
Cash received from loans
2,039,000,000.00 2,464,000,000.00
Cash received from issuing bonds
Other cash received concerning
financing activities 59,000,000.00
Subtotal of cash outflow from financing
activities 2,098,000,000.00 2,464,000,000.00
Cash paid for settling debts
2,039,000,000.00 2,415,824,953.89
Cash paid for dividend and profit
distributing or interest paying 140,510,808.12 142,335,711.70
Other cash paid concerning financing
activities 31,500,000.00 74,407,479.09
Subtotal of cash outflow from
financing activities 2,211,010,808.12 2,632,568,144.68
Net cash flows arising from
financing activities -113,010,808.12 -168,568,144.68
IV. Influence on cash due to fluctuation
in exchange rate -556.73 -30.11
V. Net increase of cash and cash
equivalents 60,443,288.63 -99,036,052.84
Add: Balance of cash and cash
equivalents at the period -begin 204,114,395.05 303,150,447.89
VI. Balance of cash and cash
equivalents at the period -end 264,557,683.68 204,114,395.05
深圳南山热电股份有限公司 2013 年度财务报表附注
Changes of Shareholders Equity
2013-12-31
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
This Period
Paid-up
Less: General Total
Item capital (or Capital Reasonable Surplus Retained
treasury risk owners’
share reserve reserve reserves profit
share reserve equity
capital)
I. Balance at the end of the last 602,762,59 288,769,13 332,908,39 390,843,01 1,615,283,
year 6.00 2.47 7.60 8.74 144.81
Add: Changes of accounting
policy
Error correction of the
last period
Other
II. Balance at the beginning of 602,762,59 288,769,13 332,908,39 390,843,01 1,615,283,
this year 6.00 2.47 7.60 8.74 144.81
III. Increase/ Decrease in this 63,674,144 63,674,144
year (decrease listed with “-”) .84 .84
63,674,144 63,674,144
(I) Net profit
.84 .84
(II) Other consolidated income
63,674,144 63,674,144
Subtotal of (I) and (II)
.84 .84
(III) Owners devoted and capital
decreased
1. Owners devoted capital
2. Amount calculated into
owners equity from share-based
payment
3．Other
(IV) Profit distribution
1. Withdrawal of surplus reserves
2. Withdrawal of general risk
reserve
3. Distribution to owners
(shareholder)
13
深圳南山热电股份有限公司 2013 年度财务报表附注
4.Other
(V) Carrying forward internal
owners equity
1. Capital reserves conversed to
capital (or share capital)
2. Surplus reserves conversed
to capital (or share capital)
3. Remedying loss with surplus
reserve
4.Other
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII)Other
IV. Balance at the end of the 602,762,59 288,769,13 332,908,39 454,517,16 1,678,957,
Period 6.00 2.47 7.60 3.58 289.65
Last Period
In RMB
Last Period
Paid-up
Less: General Total
Item capital (or Capital Reasonabl Surplus Retained
treasury risk owners’
share reserve e reserve reserves profit
share reserve equity
capital)
I. Balance at the end of the last 602,762,59 288,769,13 332,908,39 420,267,92 1,644,708,
year 6.00 2.47 7.60 9.67 055.74
Add: Changes of accounting
policy
Error correction of the
last period
Other
II. Balance at the beginning of 602,762,59 288,769,13 332,908,39 420,267,92 1,644,708,
this year 6.00 2.47 7.60 9.67 055.74
III. Increase/ Decrease in this -29,424,91 -29,424,91
year (decrease listed with “-”) 0.93 0.93
-29,424,91 -29,424,91
(I) Net profit
0.93 0.93
(II) Other consolidated income
-29,424,91 -29,424,91
Subtotal of (I) and (II)
0.93 0.93
14
深圳南山热电股份有限公司 2013 年度财务报表附注
(III) Owners devoted and capital
decreased
1. Owners devoted capital
2. Amount calculated into owners
equity from share-based payment
3．Other
(IV) Profit distribution
1. Withdrawal of surplus reserves
2. Withdrawal of general risk
reserve
3. Distribution to owners
(shareholder)
4.Other
(V) Carrying forward internal
owners equity
1. Capital reserves conversed to
capital (or share capital)
2. Surplus reserves conversed
to capital (or share capital)
3. Remedying loss with surplus
reserve
4.Other
(VI) Reasonable reserve
1. Withdrawal in the report
period
2. Usage in the report period
(VII)Other
IV. Balance at the end of the 602,762,59 288,769,13 332,908,39 390,843,01 1,615,283,
Period 6.00 2.47 7.60 8.74 144.81
Shenzhen Nanshan Power Co., Ltd.
Notes to finacial statement 2013
（Unless otherwise stated, the amount of unit is RMB/CNY）
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
15
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
The financial statement was approved and decided by the Broad of the Company on 23 April 2014.
II．Preparation basis of Financial Statements
The Group’s financial statements have been prepared based on the going concern assumption. The financial statements have
been prepared based on actual transactions and events, in accordance with the accounting standards for business enterprises
promulgated by the Ministry of Finance of PRC on 15 February 2006 and 38 specific accounting standards, the subsequently
promulgated application guidelines of the Accounting Standards for Business Enterprises, interpretations and other related
rules of the Accounting Standards for Business Enterprises (hereinafter referred to as “ASBEs”), and the disclosure
requirements of the “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 15:
General Requirements for Financial Reports” (revised in 2010) of China Securities Regulatory Commission.
The Group’s financial statements have been prepared on an accrual basis in accordance with the ASBEs. Except for certain
financial instruments and investment property, the financial statements are prepared under the historical cost convention. In
the event that depreciation of assets occurs, a provision for impairment is made accordingly in accordance with the relevant
regulations.
III. 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 Group together with its financial information as financial position on 31st December 2013, and the Company together
with its operation results, and cash flow for the year of 2013. In addition, the financial statements of the Group also comply
with, in all material respects, the disclosure requirements of the “Regulation on the Preparation of Information Disclosures
of Companies Issuing Public Shares, No. 15: General Requirements for Financial Reports” revised by the China Securities
Regulatory Commission in 2010 and the notes thereto.
IV. The main accounting policies and accounting estimates
1. Accounting period
Accounting period of the Group divide into annual and medium-term, and the medium-term is the reporting period that
shorter than one completed accounting year. The Group’s accounting year is Gregorian calendar year, namely from 1st
January to 31st December.
16
深圳南山热电股份有限公司 2013 年度财务报表附注
2．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.
3．Accounting methods for consolidation of enterprises
Enterprise combination refers to a trading or event that two or over two independent enterprise/s combined to one reporting
body. The combination was divided into enterprise consolidation under the same control and the one not under the same
control.
(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. For a business combination involving enterprises
under common control, the party that, on the combination date, obtains control of another enterprise participating in the
combination is the absorbing party, while that other enterprise participating in the combination is a party being absorbed.
The combination date is the date on which one combining enterprise effectively obtains control of the other combining
enterprises.
Assets and liabilities obtained by the absorbing party are measured at their carrying amount at the combination date as
recorded by the party being merged. The difference between the carrying amount of the net assets obtained and the carrying
amount of the consideration paid for the combination (or the aggregate nominal value of shares issued as consideration) is
charged to the capital reserve (share capital premium). If the capital reserve (share capital premium) is not sufficient to
absorb the difference, any excess shall be adjusted against retained earnings.
Cost incurred by the absorbing party that is directly attributable to the business combination shall be charged to profit or loss
in the period in which they are incurred.
(2) Consolidation of enterprises not under the same control
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. For a business
combination not involving enterprises under common control, the party that, on the acquisition date, obtains control of
another enterprise participating in the combination is the acquirer, while that other enterprise participating in the
combination is the acquiree. The acquisition date is the date on which the acquirer effectively obtains control of the
acquiree.
For business combination involving entities not under common control, the cost of a business combination is the aggregate
of the fair values, on the date of acquisition, of assets given, liabilities incurred or assumed, and equity instruments issued by
the acquirer to be paid by the acquirer, in exchange for control of the acquire plus agency fee such as audit, legal service and
evaluation consultation and other management fees charged to the profit or loss for the period when incurred. As equity or
bond securities are issued by the acquirer as consideration, any atributable transaction cost is included in their initial costs.
Involved or contingent consideration charged to the combination cost according to its fair value on the date of acquisition,
the combined goodwill would be adjusted if new or additional evidence existed about the condition on the date of
acquisition within twelve months after the acquisition date, which is required to adjust the contingent consideration. The
combination cost incurred by the acquirer and the identifiable net assets acquired from the combination are measured at their
fair values. Where the cost of a business combination exceeds the acquirer’s interest in the fair value of the acquiree’s
identifiable net assets on the acquisition date, the difference is recognized as goodwill. Where the cost of a business
combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the acquirer shall
first reassess the measurement of the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities and
the measurement of the cost of combination. If after such reassessment the cost of combination is still less than the
acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is charged to profit or loss for the
17
深圳南山热电股份有限公司 2013 年度财务报表附注
period.
Where the acquiree’s deductible temporary difference acquired by the acquirer is not yet recognized as it does not satisfy the
recognition conditions of the deferred income tax assets on the acquisition date, but new or additional information proves
that the relevant circumstances have already existed on the acquisition date within twelve months after the acquisition date,
which estimates that the economic benefits incurred from the deductible temporary difference at the acquisition date of
acquirer can be realized, then the relevant deferred income tax assets will be recognized, and the goodwill will be reduced at
the same time, if the goodwill is not sufficient to be absorbed, any excess shall be recognized in the profit or loss for the
period. Except as disclosed above, the deferred income tax assets related to the business combination are charged to the
profit or loss for the period.
For a business combination not under common control is finished by a stage-up approach with several transactions, these
several transactions will be judged whether they fall within “transactions in a basket” in accordance with the judgment
standards on “transactions in a basket” as set out in the Notice of the Ministry of Finance on Issuing Accounting Standards
for Business Enterprises Interpretation No. 5 (Cai Kuai [2012] No. 19) (see Note IV. 4(2)). If they fall within “transactions
in a basket”, they are accounted for with reference to the descriptions as set out in the previous paragraphs of this section
and Note IV. 10 “Long-term equity investments”, and if they do not fall within “transactions in a basket”, they are
accounted for in separate financial statements and consolidated financial statements:
In separate financial statements, the initial equity investment cost is the aggregate of the carrying amount of the equity
investment in the acquiree held prior to the acquisition date and the investment cost newly added as at the acquisition date.
Any other comprehensive income attributable to the equity interest in the acquiree prior to the acquisition date is transferred
to investment income upon disposal of the investment.
In consolidated financial report, 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.
4. Preparation methods for corporate consolidated statements
(1) Determining principle for consolidated financial report scope
The scope is determined on the basis of control. The control is right to decide the invested enterprise’s accounting and
operation policies and obtain the interest according to the invested enterprise’s operation. The consolidated scope includes
the Group and all the subsidiaries. Subsidiary is referring to the enterprise or the subject controlled by the Company.
(2)Preparation methods for corporate consolidated statements
Subsidiaries are consolidated from the date on which the Group obtains net assets and the effective control of decision
making of production and operation are deconsolidated from the date that such control ceases. For disposal of subsidiaries,
the operating results and cash flows of such subsidiaries before the date of disposal are properly included in the consolidated
income statement and consolidated cash flow statements; for disposal of subsidiaries during the reporting period, no
adjustment shall be made to the opening balance of the consolidated balance sheet. For those subsidiaries acquired through
business combination not under common control, the operating results and cash flows after the acquisition date have been
properly included in the consolidated income statements and consolidated cash flow statements. No adjustments shall be
made to the opening balance and the comparative figures of the consolidated financial statements. For those subsidiaries
acquired through business combination under common control and acquiree absorbed through combination, the operating
18
深圳南山热电股份有限公司 2013 年度财务报表附注
results and cash flows from the beginning of the consolidation period to the consolidation date are also presented in the
consolidated income statement and the consolidated cash flow statements. The comparative figures presented in the
consolidated financial statements are also adjusted accordingly.
The financial statements of the subsidiaries are adjusted in accordance with the accounting policies and accounting period of
the Company in the preparation of the consolidated financial statements, where the accounting policies and the accounting
periods are inconsistent between the Company and the subsidiaries. For subsidiaries acquired from business combination not
under common control, the financial statements of the subsidiaries will be adjusted according to the fair value of the
identifiable net assets at the acquisition date.
All intra-group significant balances, transactions and unrealized profit are eliminated in the consolidated financial
statements.
As for the subsidiary’s shareholders’ equity and the parts that does not owned the Group in current net gains/losses, listed
out independently as minority shareholders’ equity and minority shareholders gains/losses in item of shareholders’ equity
and net profit contained in consolidated fiancnial statement separately. 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.
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. The remaining equity interests are measured subsequently according to “Accounting Standard for
Business Enterprises No. 2 – Long-term Equity Investments” or “Accounting Standard for Business Enterprises No. 22 –
Recognition and Measurement of Financial Instruments”. See Note IV.10 “Long-term equity investments” or Note IV.7
“Financial instruments” for details.
When the Company disposes of equity investment in a subsidiary by a stage-up approach with several transactions until the
control over the subsidiary is lost, it shall determine whether these several transactions related to the disposal of equity
investment in a subsidiary until the control over the subsidiary is lost fall within “transactions in a basket”. Usually, these
several transactions related to the disposal of equity investment in a subsidiary are accounted for as transactions in a basket
when the terms, conditions and economic impacts of these several transactions meet the following one or more conditions: (i)
these transactions are entered into at the same time or after considering their impacts on each other; (ii) these transactions as
a whole can reach complete business results; (iii) the occurrence of a transaction depends on at least the occurrence of an
other transaction; (iv) an individual transaction is not deemed as economic, but is deemed as economic when considered
with other transactions. If they are not transactions in a basket, each of which are accounted for in accordance with
applicable rules in “partial disposal of long-term equity investment of a subsidiary without losing control over a subsidiary”
(see Note IV. 10 (2) (iv)) separately, and “the control over a subsidiary is lost due to partial disposal of equity investment or
other reasons” (see the preceding paragraph). When several transactions related to the disposal of equity investment in a
subsidiary until the control over the subsidiary is lost fall within transactions in a basket, each of which is accounted for as
19
深圳南山热电股份有限公司 2013 年度财务报表附注
disposal of a subsidiary with a transaction until the control over a subsidiary is lost; however, the different between the
amount of disposal prior to the loss of control and the net assets of a subsidiary attributable to the disposal investment shall
be recognized as other comprehensive income in consolidated financial statements and transferred to profit or loss for the
period at the time when the control is lost.
5. Determination criteria of cash equivalent in cash flow statements
Cash and cash equivalents of the Group include cash on hand, deposits readily available for payment purpose and short-term
(normally fall due within three months from the date of acquisition) and highly liquid investments held the Group which are
readily convertible into known amounts of cash and which are subject to insignificant risk of value change.
6. 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.
7. Financial instruments
(1)Recognition of fair value for financial assets and financial liabilities
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. Quote in active market refers to the price easy to
obtain regularly from exchange; broker’s agency, industry association and pricing service authority etc., and such quote
represent a price that actually occurred in market trading during the fair transaction. 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.
(2) Classification, recognition and measurement of financial assets
By way of buying and selling the financial assets in a regular way, recognition and derecognition are carried out according
to the accounts on the transaction day. Financial assets are divided into financial assets at fair value through profit or loss,
held-to-maturity investments, loans and accounts receivable and available for-sale financial assets when they are initially
recognized. Financial assets are initially recognized at fair value. For financial assets classified as fair value through profit or
loss, relevant transaction costs are directly recognized in profit or loss for the period. For financial assets classified as other
categories, relevant transaction costs are included in the amount initially recognized.
① Financial assets carried at fair value through profit or loss for the current period
They include financial assets held for trading and financial assets designated as at fair value through profit or loss for the
20
深圳南山热电股份有限公司 2013 年度财务报表附注
current period.
Financial assets may be classified as financial assets held for trading if one of the following conditions is met: A. the
financial assets is acquired or incurred principally for the purpose of selling it in the near term; B. the financial assets is part
of a portfolio of identified financial instruments that are managed together and for which there is objective evidence of a
recent pattern of short-term profit-taking; or C. the financial assets is a derivative, excluding the derivatives designated as
effective hedging instruments, the derivatives classified as financial guarantee contract, and the derivatives linked to an
equity instrument investment which has no quoted price in an active market nor a reliably measured fair value and are
required to be settled through that equity instrument.
A financial asset may be designated as at fair value through profit or loss upon initial recognition only when one of the
following conditions is satisfied: A. Such designation eliminates or significantly reduces a measurement or recognition
inconsistency that would otherwise result from measuring assets or recognizing the gains or losses on them on different
bases; or B. The financial asset forms part of a group of financial assets or a group of financial assets and financial liabilities,
which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk
management or investment strategy, and information about the grouping is reported to key management personnel on that
basis.
Financial assets carried at fair value through profit or loss for the current period are subsequently measured at fair value. The
gain or loss arising from changes in fair value and dividends and interest income related to such financial assets are charged
to profit or loss for the current period.
② Held-to-maturity investments
They are non-derivative financial assets with fixed maturity dates and fixed or determinable payments that the Company has
positive intent and ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. Gain or loss
on derecognition, impairment or amortization is recognized through profit or loss for the current period.
The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest
income or expense over each period based on the effective interest of a financial asset or a financial liability (including a
group of financial assets or financial liabilities). The effective interest is the rate that discounts future cash flows from the
financial asset or financial liability over its expected life or (where appropriate) a shorter period to the carrying amount of
the financial asset or financial liability.
In calculating the effective interest rate, the Company will estimate the future cash flows (excluding future credit losses) by
taking into account all contract terms relating to the financial assets or financial liabilities whilst considering various fees,
transaction costs and discounts or premiums which are part of the effective interest rate paid or received between the parties
to the financial assets or financial liabilities contracts.
③ Loans and receivables
They are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
21
深圳南山热电股份有限公司 2013 年度财务报表附注
Financial assets, including bills receivable, accounts receivable, the Group classifies interest receivable, dividends
receivable and other receivables as loans and receivables.
Loans and receivables are measured subsequently at the amortized cost by using the effective interest rate method. Gains or
losses incurred at the time of derecognition, impairment or amortization are charged to profit or loss for the current period.
④ Available-for-sale financial assets
They include non-derivative financial assets that are designated in this category on initial recognition, and the financial
assets other than the financial assets at fair value through profit and loss, loans and receivables and held-to-maturity
investments.
The closing cost of available-for-sale debt instruments are determined based on amortized cost method, which means the
amount of initial recognition less the amount of principle already repaid, add or less the accumulated amortized amount
arising from the difference between the amount initially recognized and the amount due on maturity using effective interest
rate method, and less the amount of impairment losses recognized. The closing cost of available-for-sale equity instruments
is equal to its initial acquisition cost.
Available-for-sale financial assets are subsequently measured at fair value. The gain or loss on change in fair value are
recognized as other comprehensive income and charged to capital reserves, except for impairment loss and exchange
differences arising from foreign monetary financial assets and amortized cost which are accounted for through profit or loss
for the current period. The financial assets will be transferred out of the financial assets on derecognition and accounted for
through profit or loss for the current period.
Interests received from available-for-sale financial assets held and the cash dividends declared by the investee are
recognized as investment income.
(3)Impairment of financial assets
Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Group
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 Group performs impairment test separately on individual financial assets with major amounts; for financial assets
without major amounts, the Group 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.
① Impairment of held-to-maturity investments and loans and receivables
The carrying amount of financial assets measured as costs or amortized costs are subsequently reduced to the present value
discounted from its projected future cash flow. The reduced amount is recognized as impairment loss and recorded as profit
or loss for the period. After recognition of the impairment loss from financial assets, if there is objective evidence showing
recovery in value of such financial assets impaired and which is related to any event occurring after such recognition, the
impairment loss originally recognized shall be reversed to the extent that the carrying value of the financial assets upon
22
深圳南山热电股份有限公司 2013 年度财务报表附注
reversal will not exceed the amortized cost as at the reversal date assuming there is no provision for impairment.
② Impairment of available-for-sale financial assets
In the event that decline in fair value of the available-for-sale equity instrument is regarded as “severe decline” or
“non-temporary decline” on the basis of comprehensive related factors, it indicates that there is impairment loss of the
available-for-sale equity instrument.
When the available-for-sale financial assets impair, the accumulated loss originally included in the capital reserve arising
from the decrease in fair value was transferred out from the capital reserve and included in the profit or loss for the period.
The accumulated loss that transferred out from the capital reserve is the balance of the acquired initial cost of asset, after
deduction of the principal recovered, amortized amounts, current fair value and the impairment loss originally included in
the profit or loss.
After recognition of the impairment loss, if there is objective evidence showing recovery in value of such financial assets
impaired and which is related to any event occurring after such recognition in subsequent periods, the impairment loss
originally recognized shall be reversed. The impairment loss reversal of the available-for-sale equity instrument will be
recognized as other consolidated income, and the impairment loss reversal of the available-for-sale debt instrument will be
included in the profit or loss for the period.
When an equity investment that is not quoted in an active market and the fair value of which cannot be measured reliably, or
the impairment loss of a derivative financial asset linked to the equity instrument that shall be settled by delivery of that
equity instrument, then it will not be reversed.
(4) Recognition basis and measurement method for transfer of financial assets
As for the financial assets up to the following conditions, the recognition termination is available: ①Termination of the
contract right to take the cash flow of the financial assets; ② transferred to the transferring-in part nearly all risk and
compensation; ③ all risk and compensation neither transferred nor retained, and with the give-up of the control over the
financial assets.
As for financial assets of almost all risk and compensation neither transferred nor retained, and without the give-up of the
control over the financial assets, it was recognized according to the extension of the continual entry into the transferred
financial assets and relevant liabilities are correspondingly recognized. The continual entry into the transferred financial
assets is risk level which the enterprise faces up to due to the assets changes.
As for the whole transfer of the financial assets up to the recognition termination conditions, the book value of the
transferred assets, together with the difference between the consideration value and the accumulative total of the fair value
change of the other consolidated income, is reckoned into the current gain/loss.
As for the partial transfer of the financial assets up to the recognition termination conditions, the book value of the
transferred assets is diluted on the relative fair value between the terminated part and the un-terminated part; and reckoned
into the current loss/gain is the difference between the sum of the consideration value and the accumulative sum of the
valuation change ought to be diluted into the recognition termination part but into the other consolidated income, and the
above diluted book value, is reckoned into the current loss/gain.
23
深圳南山热电股份有限公司 2013 年度财务报表附注
For financial assets that are transferred with recourse or endorsement, the Group needs to determine whether the risk and
rewards of ownership of the financial asset have been substantially transferred. If the risk and rewards of ownership of the
financial asset have been substantially transferred, the financial assets shall be derecognized. If the risk and rewards of
ownership of the financial asset have been retained, the financial assets shall not be derecognized. If the Group neither
transfers nor retains substantially all the risks and rewards of ownership of the financial asset, the Group shall assess
whether the control over the financial asset is retained, and the financial assets shall be accounted for according to the above
paragraphs.
(5) Categorizing and measuring of financial liabilities
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 are initially recognized at fair value. For financial
liabilities classified as fair value through profit or loss, relevant transaction costs are directly recognized in profit or loss for
the period. For financial liabilities classified as other categories, relevant transaction costs are included in the amount
initially recognized.
① Financial liabilities at fair value through profit or loss for the period
The criteria for a financial liability to be classified as held for trading and designated as financial liabilities at fair value
through profit or loss are the same as those for a financial asset to be classified as held for trading and designated as
financial assets at fair value through profit or loss.
Financial liabilities at fair value through profit or loss for the period are subsequently measured at fair value. The gain or
loss arising from changes in fair value and dividends and interest income related to such financial liabilities are included in
profit or loss for the period.
② Other financial liabilities
Derivative financial liabilities which are linked to equity instruments that are not quoted in an active market and the fair
value of which cannot be measured reliably measured, and which shall be settled by delivery of equity instruments are
subsequently measured at cost. Other financial liabilities are subsequently measured at amortized cost using the effective
interest method. Gains or losses arising from derecognition or amortization is recognized in profit or loss for the period.
③ Financial Guarantee Contracts
Financial guarantee contracts other than those designated as financial liabilities at fair value through profit or loss are
initially recognized at fair value, and shall be subsequently measured at the higher of the following: the amount determined
in accordance with Accounting Standard for Business Enterprises No. 13 “Contingencies” and the amount initially
recognized less cumulative amortization recognized in accordance with the principles set out in Accounting Standard for
Business Enterprises No. 14 “Revenue”.
(6)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;
24
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
(7) Derivatives and embedded derivatives
Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are
subsequently measured at fair value. Any gains or losses arising from changes in fair value of derivatives are taken directly
to profit or loss for the period, except for derivative instruments that are designated as hedging instruments and which are
highly effective in hedging, gains or losses arising from changes in their fair value are taken to the profit or loss for the
period in accordance with the hedge accounting requirement based on the nature of hedging relationships.
For combined instruments contain embedded derivatives which are not designated as financial assets or financial liabilities
at fair value through profit or loss, and the embedded derivative and the main contract does not have a material relation in
terms of risk and economic attributes, and when an individual instrument which is the same as the embedded derivative can
be defined as derivative, the embedded derivative shall be separated from the combined instrument and treated as an
individual derivative. If the embedded derivative cannot be separately measured at acquisition or subsequent balance sheet
date, the combined instrument shall be designated as financial assets or financial liabilities at fair value through profit or
loss.
(8)Balance-out between the financial assets and liabilities
As the Group 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)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 Group. When issuing other stock instruments, the consideration value received in offering with the deduction of
trading expense is used for increasing the shareholders’ equity.
The Group’s all distribution (shares dividend excluded) to the holders of the stock instrument will decrease the shareholders’
equity. The Group does not recognize the fair value change sum of the stock instrument.
8. Account receivable
Account receivable included account receivable and other account receivable.
(1)Accounts receivable with significant amount and single provision for bad debt
The single account receivable above RMB 2 million is recognized as single
Determination basis and amount standard of
substantive account receivable
items with single significant amount
25
深圳南山热电股份有限公司 2013 年度财务报表附注
The Company takes the independent impairment test on the single
substantive account. As for the account receivable without the impairment in
Accrual methods of bad account preparation the test, it is included in the account receivable portfolio of the similar credit
for single substantive account receivable 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
(2) Providing of bad debt provisions on account receivable by combination
Recognition basis of combination
account receivable with individual minor The Company believed that the account receivable with individual minor
amount and with individual major amount amount and with individual major amount but without impairment found
but without impairment found after after separately testing has a lower credit risk. The Company withdrawal no
separately testing bad debt provision unless evidence of major credit risk on certain account
receivable been found.
(3) Accounts receivable with minor amount and single provision for bad debt
If there is evidence proving that the credit risk of certain account receivable
Reasons for bad debt provision single is big, the bad debt provision for account receivable should be accrued
individually.
Methods for bad debt provision Specific Identification Method
9. Inventory
(1) Categories of inventory
The Company’s inventory mainly consists of fuels, raw materials and developing products in process and
so on.
(2) Valuation method of inventory delivered
The inventories are initially measured at cost. The costs of developing
products include land grant fee, expenditures for auxiliary facilities,
expenses on construction and installation, borrowing costs incurred before the
completion of the subject project and other related expenses during the course
of the development. Other cost of inventories comprises purchase costs,
processing costs and other costs incurred in bringing the inventories to their
present location and condition.
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.
(3) Recognition of net realizable value of inventory, and accrual methods of preparation for depreciation
On the balance sheet day, the inventory is measured by the lower one between
26
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
10. Long-term equity investment
(4)The inventory system is perpetual inventory
(1) Recognition of investment cost
system.
For the long-term equity investment formed by corporate merger, if
it is the long-term equity investment obtained from the corporate
merger under the same control, the share of book value of owner's equity on the merger date shall be taken as the investment
cost. The merger cost of long-term equity investment obtained through the corporate merger under different control shall be
taken as the investment cost of long-term equity investment. Concerning the corporate merger under different control with
many transactions, the long-term equity investment cost refers to the total amount of book value of equity investment on
purchase held before the purchased day and newly added investment cost in purchased day. The other equity investment
besides the long-term equity investment formed by corporate merger shall conduct initial measurement according to its cost.
(2) Follow-up measurement and gain/loss recognition
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; Long-term equity
investment with joint control of or significant influence on the investee is accounted for using equity method. Long-term
equity investment without control or joint control of or significant influence on the investee and with a fair value that can be
reliably measured is accounted for as available-for-sale financial assets or financial assets carried at fair value through profit
or loss for the period.
In addition, long-term equity investment to the invested units that control by the Company adopted the cost method for
calculation in financial statement.
① Long-term equity investment checked by the cost
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.
27
深圳南山热电股份有限公司 2013 年度财务报表附注
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 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.
③Acquisition of minority equity
When preparing consolidated financial statements, the difference between the increase in long-term equity investment due to
acquisition of minority interest of a subsidiary and the share of net asset of the subsidiary since the acquisition date (or
combination date) calculated under the new ownership ratio shall be adjusted to the capital surplus, when capital surplus is
insufficient, the excess shall be adjusted to retained profits.
④ Disposal of long-term equity investment
In these consolidated financial statements, where the parent company disposes part of its subsidiary without loss of control,
the difference between the consideration received and the share of net asset for the disposed portion of long-term equity
investment shall be recognized in shareholders’ equity; where the parent company disposes part of its subsidiary with loss of
control, the accounting treatment should be in accordance with the accounting policies stated at Note IV 4 (2) “Preparation
of consolidated financial statements”.
For disposal of long-term equity investment in other situations, the difference between the considerations received and the
carrying amount of the disposed investment shall be recognized in profit or loss; for long- term equity investment accounted
for using equity method, the other comprehensive income recognized in shareholder’s equity shall be reclassified to profit or
loss on pro rata basis upon disposal. The retained interest is recognized at its carrying amount as long-term equity
investment or other relevant financial assets, and subsequently measured in accordance with the accounting policies on
long-term equity investment or financial assets previously stated. The retrospective adjustment shall be made in accordance
with the relevant provisions if the retained interest is accounted for using the equity method instead of the cost method.
(3)Recognition standards the common control over and significant influence on the invested units
28
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
(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.
11. 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 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.
12. Fixed assets
(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
29
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
(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.
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 Industrial Co.,
Generating unit 10# 3,954.47
Ltd. (“New Power Company”)
Generating unit 1# 3,856.98
Shen Nan Dian (Zhongshan) Power Co., Ltd. (“Zhongshan
Power Company”)
Generating unit 3# 3,799.49
Shen Nan Dian (Dongguan) Weimei Power Co., Ltd. (“Weimei Generating unit 1# 4,107.76
30
深圳南山热电股份有限公司 2013 年度财务报表附注
Depreciation amount
Name of the Company Fixed assets (RMB/Hour)
Power Company”)
Generating unit 3# 3,850.07
(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.
(4) Recognition basis and measurement method of fixed assets under finance lease
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. Title may or may not eventually be transferred. The depreciation policy for fixed asset held under
finance lease is consistent with that for its owned fixed asset. When a leased asset can be reasonably determined that its
ownership will be transferred at the end of the lease term, it is depreciated over the period of expected use; otherwise, the
leased asset is depreciated over the shorter period of the lease term and the period of expected use.
(5)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.
13. Construction-in-progress
Cost of construction in process is determined at practical construction expenditures, including all expenses during the
construction, capitalized loan expenses before the construction reaches useful status, and other relative expenses. No
depreciation accrued on construction in progress. It is transferred to fixed asset as soon as the construction reaches the useful
status.
Impairment testing is performed on construction in process at each balance sheet day by the Company.When evidence
showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on
individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it
belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment
provision and accounted into current gains/losses.
Once impairment of construction in progress impairment is recognized, it shall not be written back in subsequent fiscal
periods.
14. 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
31
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
15. Intangible assets
(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.
(2) Impairment test method of intangible assets & calculation method of depreciation reserve
The Company checks, on every balance sheet date, whether the intangible asset with certain useful life shows evidence of
possible depreciation. If any, its recoverable amount will be estimated. The recoverable amount of assets is estimated on the
basis of individual asset. If it is difficult to estimate the recoverable amount of individual asset, the recoverable amount of
asset group will be determined on the basis of the belonging asset group of the assets. If the recoverable amount of the assets
is less than its book value, the assets depreciation reserve will be accrued according to their balance and counted in the
current gains/losses.
The intangible assets with uncertain service life and those not yet up to the serviceable condition are subject to impairment
test annually whether there is evidence of depreciation.
Once intangible asset impairment loss was recognized, shall not be written back in subsequent fiscal periods.
16. 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.
17. Impairment of non-current non-financial assets
The Group will judge if there is any indication of impairment as at the balance sheet date in respect of non-current
non-financial assets such as fixed assets, construction in progress, intangible assets with an infinite useful life, investment
properties measured at cost, and long-term equity investments in subsidiaries, joint ventures and associates. If there is any
evidence indicating that an asset may be impaired, recoverable amount shall be estimated for impairment test. Goodwill,
intangible assets with an indefinite useful life and intangible assets beyond working conditions will be tested for impairment
annually, regardless of whether there is any indication of impairment.
32
深圳南山热电股份有限公司 2013 年度财务报表附注
If the impairment test result shows that the recoverable amount of an asset is less than its carrying amount, the impairment
provision will be made according to the difference and recognized as an impairment loss. The recoverable amount of an
asset is the higher of its fair value less costs of disposal and the present value of the future cash flows expected to be derived
from the asset. An asset’s fair value is the price in a sale agreement in an arm’s length transaction. If there is no sale
agreement but the asset is traded in an active market, fair value shall be determined based on the bid price. If there is neither
sale agreement nor active market for an asset, fair value shall be based on the best available information. Costs of disposal
are expenses attributable to disposal of the asset, including legal fee, relevant tax and surcharges, transportation fee and
direct expenses incurred to prepare the asset for its intended sale. The present value of the future cash flows expected to be
derived from the asset over the course of continued use and final disposal is determined as the amount discounted using an
appropriately selected discount rate. Provisions for assets impairment shall be made and recognized for the individual asset.
If it is not possible to estimate the recoverable amount of the individual asset, the Group shall determine the recoverable
amount of the asset group to which the asset belongs. The asset group is the smallest group of assets capable of generating
cash flows independently.
For the purpose of impairment testing, the carrying amount of goodwill presented separately in the financial statements shall
be allocated to the asset groups or group of assets benefiting from synergy of business combination. If the recoverable
amount is less than the carrying amount, the Group shall recognize an impairment loss. The amount of impairment loss shall
first reduce the carrying amount of any goodwill allocated to the asset group or set of asset groups, and then reduce the
carrying amount of other assets (other than goodwill) within the asset group or set of asset groups, pro rata on the basis of
the carrying amount of each asset.
An impairment loss recognized on the aforesaid assets shall not be reversed in a subsequent period in respect of the
restorable value.
18. 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.
19. Share-based Payments
(1) Types of share-based payments
Share-based payment refers to a transaction in which an enterprise grants equity instruments or undertakes
equity-instrument- based liabilities in return for services from employee or other parties. The share-based payments shall
consist of equity-settled share-based payments and cash-settled share-based payments.
33
深圳南山热电股份有限公司 2013 年度财务报表附注
① Equity-settled Share-based Payment
The equity-settled share-based payment in return for employee services shall be measured at the fair value of the equity
instruments granted to the employees as at the date of grant. For equity instruments that cannot be exercised until the
services are fully rendered during vesting period or specified performance targets are met, within the vesting period, the fair
value of such instrument shall, based on the best estimate of the number of exercisable instruments, be calculated with the
straight- line method and recognized in relevant costs or expenses. For equity instruments that may be exercised
immediately after the grant, the fair value of such instrument shall, on the date of the grant, be recognized in relevant costs
or expenses with the increase in the capital reserve accordingly.
The equity-settled share-based payment in return for services from other parties, if the fair value of services from other
parties can be reliably measured, shall be measured at the fair value of such services as at the date of acquisition; if the fair
value of services from other parties cannot be reliably measured but the fair value of equity instruments can be reliably
measured, shall be measured at the fair value of such equity instruments as at the date of acquisition of such services
recognized in relevant costs or expenses with the increase in the capital reserve accordingly.
②Cash-settled Share-based Payment
The cash-settled share-based payment shall be measured at the fair value of liabilities identified on the basis of shares or
other equity instruments undertaken by the Group. For the instruments that may be exercised immediately after the grant,
the fair value shall, on the date of the grant, be recognized in relevant costs or expenses and the liabilities shall be increased
accordingly. For instruments that cannot be exercised until the services are fully provided during vesting period or specified
performance targets are met, on each balance sheet date within the vesting period, the services acquired in the current period
shall, based on the best estimate of the number of exercisable instruments, be recognized in relevant costs or expenses and
the corresponding liabilities at the fair value of the liability incurred by the Group.
The Group shall, on each balance sheet date and on each account date prior to the settlement of the relevant liabilities,
re-measure the fair values of the liabilities and include the changes in the profit or loss for the period.
(2) Basis for determining the best estimate of the number of exercisable instruments
On each balance sheet date within the vesting period, the Group shall determine the best estimate based on the latest number
of employees able to exercise their options and revise the estimated number of exercisable equity instruments.
(3) Accounting treatment in respect of the implementation, modification and termination of share-based payment scheme
If any modification made by the Group to the share-based payment scheme increases the fair value of the equity instrument
awarded, services obtained shall be increased accordingly. The increase in fair value of such equity instrument equals to the
difference between the fair values before and after the date of modification. If any modification reduces the total fair value
of share-based payment or is otherwise unfavorable to employees, services obtained shall be treated as if such modification
had never been made, unless the Group has canceled part or the entire equity instrument award.
During the vesting period, where an equity instrument award is cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognized for the award is included immediately into the profit or loss for the period
and capital reserve is recognized. Where employees or other parties are permitted to choose to fulfill non-vesting conditions
34
深圳南山热电股份有限公司 2013 年度财务报表附注
but have not fulfilled during the vesting period, equity instrument award are deemed cancelled.
20. Income
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:
(1) 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.
(2) Revenue from Providing Labor Service
Under the condition of service providing business can be estimated in a reliable way, relevant economic benefit is likely to
flow into enterprise, completion degree of business may be estimated in a reliable way and relevant incurred cost and to be
incurred may be measured in a reliable way, the revenue from labor service providing recognized. Relevant service revenue
may be confirmed by the Company as percentage-of-completion method on balance sheet date. Completion degree of
service business will be determined as share of incurred service cost in estimated general cost.
If result of service providing business can’t be estimated in a reliable way, service revenue should be confirmed as amount
of incurred service cost expected to be compensated, where incurred service cost is taken as period charge. If no
compensation is expected for incurred service cost, income won’t be confirmed.
21. Government grant
Government subsidies are those monetary and/or non-monetary assets obtained from the government by free, not including
the capital invested by the government as owner. Government grant devided into the government grant related to assets and
the government grant related to income.
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
35
深圳南山热电股份有限公司 2013 年度财务报表附注
(SFB No.54(2009)) issued by people municipality of Shenzhen, the Company recognized fuel subsidy income and
recognized as government subsidy income.
In 2013, the Company computed the accrued revenue from fuel subsidies according to the methods stipulated in the Notice
on Circulation of Proposal on Subsidies for Power Generation by Gas-fired Units in Shenzhen 2013 (Shen Jing Mao Xin Xi
Dian Zi Zi No. [2014]11) issued by Economy, Trade and Information Commission of Shenzhen Municipality, and
recognized it as revenue from government grant.
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 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 on 2 September 2009, the 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 in 2012.
Pursuant to the natural gas sales contract entered into between the 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, 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.
(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.
(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
36
深圳南山热电股份有限公司 2013 年度财务报表附注
taxation decrease in the future.
The Company recognized deferred income tax liabilities arising from taxable temporary differences of investment related
between the subsidiaries, associated enterprise and joint ventures, unless the Company control time of switch-back on
temporary differences and the difference will not be switch-back probably in predicted future. For those deductible
temporary differences related to investment with subsidiaries, associated enterprise and joint ventures, the Company have
deferred income tax assets recognized on the condition of temporary differences might probably carry-back in predicted
future and in the future, have the portability obtained taxable amount that should be deducted the deductible temporary
differences.
At the balance sheet day, those deferred income tax assets and income tax liabilities, according to the tax law, calculation
will be on tax rate applicable to retrieving period of assets or clearing of liabilities.
Other current income tax and deferred income tax or income reckoned into current gains/loss except the followed: the
current income tax and deferred income tax related to the transition and event of other consolidation income or shareholders’
equity reckoned, counted into other consolidation income or shareholders’ equity together with the book value of goodwill
adjusted of deferred income tax arising from enterprise merger.
At the balance sheet day, verification will be performed on the book value of differed income tax assets. If it is not possible
to obtain enough taxable income to neutralize the benefit of differed income tax assets, then the book value of the differed
income tax assets shall be reduced. Whenever obtaining of taxable income became possible, the reduced amount shall be
restored.
When accounting with net amount is a stipulated rights, and tending to account with net amount or acquire of asset and
clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net
amount after neutralization.
When accounting of income tax asset and liabilities of current term with net amount is the stipulated rights, and the income
tax asset and liabilities are related to the same subject recognized by the same taxation authority, or to the different subjects
but within each period of writing back the differed income tax asset and liabilities with great importance, and tending to
account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and
liabilities of the current term are accounted at net amount after neutralization.
23. Leasing
Finance lease is to virtually transfer all risks and rewards related to ownership of asset. Leases other than finance lease are
operating leases.
(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.
(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.
37
深圳南山热电股份有限公司 2013 年度财务报表附注
24.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. Other Main Accounting Policies, Estimations and Preparation Method
- Debt restructures
(1)Obligation of recording debt restructuring as debtor
For debt liquidated with cash, balance between book value of debt to be restructured and amount of actual payment will be
included in current gain and loss. On the contrary, for debt liquidated with non-cash asset, balance between book value of
debt to be restructured and fair value of non-cash asset transferred will be included in current gain and loss. Balance
between fair value of non-cash asset transferred and book value of debt to be restructured will be included in current gains
and loss.
When debt is transferred to capital, balance between book value of debt to be restructured and fair value of loaner’s share
derived from disclaim will be included in current gains and loss.
When other terms of debt are modified, fair value of debt after modification will be taken as entry value of restructured debt.
Balance between book value of debt prior to restructuring and debt restructured will be included in current gain and loss.
When combination of multiple modes is applied, book value of debt to be restructured will be offset by cash for payment,
fair value of non-cash asset transferred and fair value of loaner’s share successively, then applicable method under
modification mentioned above will be applied.
(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
38
深圳南山热电股份有限公司 2013 年度财务报表附注
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. Changes of main accounting policy and accounting estimation
There was no change of main accounting policy and accounting estimation in the reporting period.
27. Corrections of preliminary accounting errors
There was no correction of preliminary accounting errors in the reporting period.
28. Major judgment made in adopting accounting policies and key assumption and
Uncertainties adopted in accounting estimation
When using the accounting policies discussed in note IV, the Group needs to made judgment, estimation and assumption for
carrying value of certain items which cannot be measured adequately due to inherent uncertainty of economic activities.
Such judgment, estimation and assumption are based on historical experiences of the Group’s management, together with
consideration of other relevant factors. The actual results may be different from the Group’s estimation. The Group conducts
regular re-review on the aforesaid judgment, estimation and assumption on a continued operation basis. If the change of
accounting estimation only affect current period, the affected amount is recognized in the period when change occurs. If the
change affects current and future periods both, the affected amount is recognized in the period when change occurs and
future periods.
- Key assumption and uncertainties adopted in accounting estimation
As of the balance sheet date, the key assumptions and uncertainties that may result in material adjustments to carrying
values of assets and liabilities of future periods mainly include:
(1)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.
(2)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
39
深圳南山热电股份有限公司 2013 年度财务报表附注
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.
(3) Provision for bad debts
The Group use allowance method to state bad debt losses according to the accounting policies of accounts receivable.
Impairment of receivables is based on the assessment of the recoverability of accounts receivable. Identification of
impairment of receivables requires management judgments and estimates. The differences between actual results and the
original estimate will affect the book value of accounts receivable as well as the recognition or reversal of provision for bad
debts in the period in which the estimate is changed.
(4) Allowance for inventories
Under the accounting policies of inventories and by measuring at the lower of cost and net realizable value, the Group
makes allowance for inventories that have costs higher than net realizable value or become obsolete and slow moving.
Write-down of inventories to their net realizable values is based on the salability of the evaluated inventory and their net
realizable values. Identification of inventories requires management to make judgments and estimates on the basis of
obtaining conclusive evidence, and considering the purpose of holding inventory and the events after balance sheet date. The
differences between actual results and the original estimate will affect the book value of inventories as well as the
recognition or reversal of provision for inventories in the period in which the estimate is changed.
(5) Deferred income tax assets
If it is likely to obtain sufficient taxable income taxes to offset the benefit deductible, the Group confirmed all the unused
tax losses into the deferred income tax assets. In order to determine the amount of deferred tax assets, the Group’s
management is required to use large judgments as well as tax planning strategies to estimate the time and amount of the
occurrence of the taxable profits in the future.
V. Taxes
1. Main taxation items and its tax rate
Taxation items Calculation bases Tax rate
Balance of current output tax deducting Output tax calculated based on the 11%, 13% or 17% of
VAT (Note 1)
current input tax 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 surtax VAT and business tax actually paid 3%
Local education
VAT and business tax actually paid 2%
surtax
Enterprise income
Taxable income 16.5% to 25%(Note2)
tax
Value-added amount from transferring
Land VAT Four level progressive rates
state-owned land use right , landing
40
深圳南山热电股份有限公司 2013 年度财务报表附注
Taxation items Calculation bases Tax rate
construction and its affiliates
Calculated by the original value of real
1.2% for the remaining sum of real estate; 12% for the
Real estate tax estate deducting 30%; rent income of the
rent income of the real estate
real estate
Land-use tax of
Land occupation actually area 2.5 Yuan ~ 9Yuan per square meter
town
Note 1: during the period from 1 January 2012 to 31 October 2012, Shenzhen Server Oil Supply Co., Ltd.(hereinafter
referred to as “Shenzhen Server”), 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 Shenzhen Server 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:
Tax rate of enterprise income tax
Name of the Company and its subsidiaries 2013 2012
The Company 25% 25%
New Power 25% 25%
Shennan Power Gas Turbine Engineering Technique Co., Ltd. (“Engineering
25% 25%
Co.,)
Shenzhen Server 25% 25%
Shennandian Environment Protection Co., Ltd. (“Environment Protection
25% 25%
Co.,”)
Zhongshan Power 25% 25%
Weimei Power 25% 25%
SHENNAN ENERGY (SINGAPORE) PTE LTD (“Shennan Singapore”) 20% 20%
Zhongshan Shenzhong Real Estate Development Co., Ltd. (“Shenzhong
25% 25%
Development Co.,”)
Zhongshan Shenzhong Real Estate Investment Property Co., Ltd. (“Shenzhong
25% 25%
Property Investment”)
Huidong Server Harbor Comprehensive Development Co., Ltd. (“Huidong Server
25% 25%
Co.,”)
Huidong Harbor Development Co., Ltd. (“Huidong Harbor Co.,) 25% 25%
HONG KONG SYNDISOME CO., LIMITED (“Syndisome Co., ) 16.5% 16.5%
2. Taxes preferential and approvals
41
深圳南山热电股份有限公司 2013 年度财务报表附注
Name of the Relevant regulation and Approval Approval Exemption Period of
Tax company policies basis institution documents range validity
” Notice of adjustment and
Environmen perfection on resources VAT free for
Not Not
VAT t Protection comprehensive usage and Not applicable sludge
applicable applicable
Co., labor VAT policy”(CS treatment
No.115[2011])
” Arrangement of avoidance
Enterpri of double-taxation and Levy income
se Syndisome prevention of tax free in Not tax by 10% of Not
Not applicable
income Co., mainland China and Hong applicable total share applicable
tax Kong Special Administrative interests
Region”(GSH No. 884[2006])
No enterprise
Shen Guo income tax
Enterpri State Tax
’Enterprise Income Tax Law Sui Nan Kou should pay for
se Syndisome Bureau of Not
of People’s Republic of Jiao Bei Zi the dividend
income Co., Nanshan Distict applicable
China” No.: before 31
tax Shenzhen
[2011]0011 December
2007
42
深圳南山热电股份有限公司 2013 年度财务报表附注
VI. Enterprise merger and Consolidated Financial Statement
Particular about subsidiaries
1. Subsidiaries obtained through establishment or investment
In RMB
Pro Con
Other
Pro port soli
item
port ion date
Busi balance Amount written
Full name of Regist Actual ion of d Minority
Type of ness of net down minority
the er Register capital Business scope investment at shar voti state shareholders’
subsidiaries natu investmen shareholders’
subsidiaries place year-end es ng men equity
re t towards equity
held righ t
subsidiari
(%) t Yes/
es
(%) No
Self-business of fuel and
Yes
Shenzhen Limited Shenz Trad agent for import-export;
53,300,000.00 26,650,000.00 - 50 50 63,057,025.89 N/A
Server (Note) Liability hen ing fuel and oil storage business
(excluding product oil)
Pow
Technical development on
Jointed er
Shenz wasted-heat usage, power
New Power enterprise(H.K- gene 113,850,000.00 113,850,000.00 - 100 100 Yes - N/A
hen generation by wasted-heat
capital) ratio
and fuel power
n
Pow
Fuel power, waste heat
Jointed er
Zhongshan Zhong power, power & heat
enterprise(H.K- gene 746,800,000.00 597,440,000.00 - 80 80 Yes 31,931,446.77 117,428,553.23
Power shan supplying , leasing of wharf
capital) ratio
and oil depot
n
38
深圳南山热电股份有限公司 2013 年度财务报表附注
Pro Con
Other
Pro port soli
item
port ion date
Busi balance Amount written
Full name of Regist Actual ion of d Minority
Type of ness of net down minority
the er Register capital Business scope investment at shar voti state shareholders’
subsidiaries natu investmen shareholders’
subsidiaries place year-end es ng men equity
re t towards equity
held righ t
subsidiari
(%) t Yes/
es
(%) No
technical consultation and
Engi relevant maintenance and
neer inspection on running
Jointed
Engineering Shenz ing equipments for the union
enterprise(H.K- 10,000,000.00 13,520,000.00 - 100 100 Yes - N/A
Co hen cons cycle power station by fuel
capital)
ultat gas and steam, import and
ion export of goods and
technology
Pow
Jointed er
Weimei Dongg Establishment and operation
enterprise(H.K- gene $35,040,000.00 208,102,049.76 - 70 70 Yes 96,248,689.40 N/A
Power uan of natural gas power station
capital) ratio
n
Environment Jointed Engi
Shenz
Protection enterprise(H.K- neer 79,000,000.00 Sludge drying 79,000,000.00 - 100 100 Yes - N/A
hen
Co., capital) ing
Singapore Limited Singa Trad SGD Gas turbine and its spare
6,703,800.00 - 100 100 Yes - N/A
Co., Liability pore ing 1,500,000.00 parts and fuel agent
Note: the Company held 50% equity interests of Shenzhen Server, which represented the most voting rights in the board of the company, thus the Company has effective control over Server.
Server Oil Supply was consolidated in the consolidated financial statement.
39
深圳南山热电股份有限公司 2013 年度财务报表附注
(2) Subsidiaries obtained through merger under no common control
In RMB
Conso
Propo
Other item Propo lidate
Full name Type Actually rtion Amount written
Regist balance of net rtion d Minority
of the of Business invested of down minority
er Register capital Business scope investment shares state shareholders’
subsidiarie subsid nature capital at voting shareholders’
place towards held ment equity
s iaries year-end right equity
subsidiaries (%) Yes/N
(%)
o
real estate
investment,
property
Limite
Shenzhong Real estate management,
d Zhong
Developme developmen 177,800,000.00 sales of - - 75 75 Yes -5,297,599.21 49,747,599.21
Liabili shan
nt Co., t self-owned
ty
commercial
houses, rental
and investment
real estate
investment,
property
Limite
Shenzhong Real estate management,
d Zhong
Property developmen 60,000,000.00 sales of - - 75 75 Yes 12,784,450.11 2,215,549.89
Liabili shan
Investment t self-owned
ty
commercial
houses, rental
and investment
Syndisome Limite Hong Import-expo HKD 200,000.00 import-export 217,807.27 - 100 100 Yes - N/A
40
深圳南山热电股份有限公司 2013 年度财务报表附注
Conso
Propo
Other item Propo lidate
Full name Type Actually rtion Amount written
Regist balance of net rtion d Minority
of the of Business invested of down minority
er Register capital Business scope investment shares state shareholders’
subsidiarie subsid nature capital at voting shareholders’
place towards held ment equity
s iaries year-end right equity
subsidiaries (%) Yes/N
(%)
o
Co.,(Note) d Kong rt trading trading
Liabili
ty
Note: On December 5, 2008, Shennan Singapore Company and ShenYe Investment and Management Co., Ltd signed the Share Transfer Agreement on the Purchase and Selling 2000 Shares of
the Common Stock of HONGKONGSYNDISOMECO., LIMITED, (Hein after referred to as ShenYe Investment Company), Shennan Singapore Company is to transfer 100% stock right
which it has of Syndisome 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 2013 年度财务报表附注
2. Explain changes in consolidation statement’s scope
(1) In September 2013, the 16.05 percent equity of Huidong Server held by Shenzhen Pipe Energy Science & Technology Development Co., Ltd. ( Pipe Science &
Technology) was purchased by Shenzhen Server, the controlling subsidiary of the Company, up to purchase date, 100 percnet equity Huidong Server were hold by
Shenzhen Server. (2) On 25 October 2013, Board of the Meeting was held for transfer 60 percent equity of Huidong Server (55 percent equit of Huidong Harbor
was held by Huidong Server) held by Shenzhen Server, controlling subsidiary of the Company, through public listed, and Jiahua Building Products (Shenzhen) Co.,
Ltd. participated in the procedures. On 29 November 2013, the 60 percent equity of Huidong Server held by Shenzhen Server were transferred to Jiahua Building
Products (Shenzhen) Co., Ltd. The transferee has no related relationship with the Company; ultimate equity transfer completed dated 9 December 2013. The
Company has no controlling rights on Huidong Server and Huidong Harbor after equity transferred. Huidong Server and Huidong Harbor excluding in the
consolidation statement since the date of transfer completed, the revenue, expenses and profit before transfer completed were reckoned in the consolidated profit
statement, the cash flow recorded in the consolidated cash flow statement before transfer completed.
3. Subject in consolidation scope in the reporting period and Subject is no longer in consolidation scope in the reporting period
42
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
(1) Subsidy decreased for equity sales with controlling rights loss in Period
Name Date on sale Confirmation method for disposal of profit and loss
The difference between the aggregate of the consideration received on disposal
and the fair value of any retained interest and the share of the former subsidiary’s
net assets cumulatively calculated from the acquisition date according to the
Huidong Server 2013-12-9 original proportion of ownership interest is recognized as investment income in
the period in which control is lost. Other comprehensive income associated with
investment in the former subsidiary is reclassified to investment income in the
period in which control is lost.
(2) Huidong Server
On 29 November 2013, the 60 percent equity of Huidong Server held by the Shenzhen Server, the controlling shareholder fo the Company, was
transferred to Jiahua Building Products (Shenzhen) Co., Ltd. Selling date is the date, when net assets, financial, operation decision-making rights
of Huidong Server actually loss by the Group.
①disposal price and cash flow
Item Amount
Disposal price 51,509,457.84
Disposal of cash and cash equivalents received 51,509,457.84
Less : cash and cash equivalents held by Huidong Server 3,289,556.14
Disposal of net cash received 48,219,901.70
②disposal net assets of Huidong Server
Item Net asstes at disposal day Net asstes at the end of last year
Current assets 3,289,556.14 1,365,781.02
Non-current assets 395,227.80 25,044.80
Current liability 37,506,568.75 37,732,512.93
Non-current liability 0.00 0.00
Total net assets -33,821,784.81 -36,341,687.11
Net assets attributable to parent company -33,709,903.67 -36,229,805.97
Net assets attributable to minority shareholders -111,881.14 -111,881.14
③ Calculation of disposal gains/losses:
- 43 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount
Trading price of 60 percent equity disposed 51,509,457.84
Fair value of remaining 40 percent equity 26,366,000.00
Less: accrual liability 27,500,000.00
Less: net book asstes of Huidong Server enjoyed on disposal date -33,709,903.67
Less: un-fair value amount for the related transaction 4,821,407.50
Total investment income from disposal 79,263,954.01
④Income, expenses and profit of Huidong Server from the beginning of year on disposal to disposal day:
Item Amount
Income 3,274,967.70
Less :cost and expenses 755,065.40
Total profit 2,519,902.30
Less: income tax expense 0.00
Net profit 2,519,902.30
⑤ Residual equity of Huidong Server held on date controlling rights loss
Remaining 40 percent equity of Huidong Server held on date controlling rights loss re-calculated on appraisal value
VII. Notes to Consolidated Financial Statement
With respect to the notes item (including Main item annotations of Financial Statements) disclosed below, unless otherwise specified,
“year-beginning” refers to Jan. 1, 2013, “year-end” refers to Dec. 31, 2013.
1. Monetary fund
Amount at year-end Amount at year-begin
Amount of Exchange RMB Amount of Exchange RMB
Item foreign currency Rate Amount foreign currency Rate Amount
Cash on hand：
-RMB -- -- 119,506.34 -- -- 92,269.34
-HKD 82,656.91 0.7862 64,984.86 82,656.91 0.8108 67,018.22
-USD 995.22 6.0969 6,067.76 995.22 6.3329 6,255.46
-EUO 1,017.87 8.4189 8,569.35 1,017.87 8.3176 8,466.22
- 44 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-end Amount at year-begin
Amount of Exchange RMB Amount of Exchange RMB
Item foreign currency Rate Amount foreign currency Rate Amount
Bank savings:
-RMB -- -- 529,632,012.65 -- -- 517,941,029.26
-HKD 750,264.79 0.7862 589,858.18 791,646.26 0.8108 641,868.52
-USD 1,069,383.85 6.0969 6,519,926.40 1,118,259.65 6.3329 7,081,863.75
-SGD 44,879.81 4.7845 214,727.45 68,879.81 5.0929 350,797.98
Other monetary
capital:
-RMB -- -- 5,895,170.62 -- -- 657,919.99
-USD 657.04 6.0969 4,005.91 737.04 6.3329 4,632.67
Total 543,054,829.52 526,852,121.41
Note: among the above other monetary capital, there are 5,000,000.00 yuan guarantee draft margin included (on 31
December 2012: RMB 0).
2. Account receivable
(1) Account receivable classified according to types:
Amount at year-end
Book Balance Bad debt provision
Type Amount Proportion (%) Amount Proportion (%)
Account receivable with individual major
amount and withdrawal bad debt 3,474,613.06 0.39 3,474,613.06 100.000
provision independently
Accounts receivable with minor amount
and accounts receivable with major
amount found no devaluation after 876,368,547.41 99.50 0.00 0.00
individual devaluation test
Account receivable with individual minor
amount but withdrawal bad debt provision 946,915.10 0.11 946,915.10 100.000
independently
Total 880,790,075.57 100.00 4,421,528.16 0.50
(cont,)
Amount at year-begin
Type Book Balance Bad debt provision
Amount Proportion (%) Amount Proportion (%)
Account receivable with individual major
amount and withdrawal bad debt 3,474,613.06 0.37 3,474,613.06 100.00
provision independently
- 45 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-begin
Type Book Balance Bad debt provision
Amount Proportion (%) Amount Proportion (%)
Accounts receivable with minor amount
and accounts receivable with major
amount found no devaluation after 924,997,868.15 99.52 0.00 0.00
individual devaluation test
Account receivable with individual minor
amount but withdrawal bad debt provision 946,915.10 0.11 946,915.10 100.00
independently
Total 929,419,396.31 100.00 4,421,528.16 0.48
(2) Age analysis of account receivable:
Amount at year-end Amount at year-begin
Item
Amount Proportion (%) Amount Proportion (%)
634,467,247.62 72.04 732,926,788.39 78.86
Within 1year
241,719,175.93 27.44 191,973,192.00 20.66
1 to 2years
84,236.10 0.01 0.00 0.00
2 to 3years
4,519,415.92 0.51 4,519,415.92 0.48
Over 3 years
Total 880,790,075.57 100.00 929,419,396.31 100.00
(3)Withdrawal of bad debt provision
① Account receivable with individual major amount and withdrawal bad debt provision independently
Withdrawal amount of Withdrawal
Reasons
Content of account receivable Balance of Book bad debt provision proportion (%)
Shenzhen Petrochemical Products Bonded
3,474,613.06 3,474,613.06 100.00 Un-recover
Trading Co., Ltd.
② Account receivable with individual minor amount but withdrawal bad debt provision independently
Withdrawal amount of bad Withdrawal
Reasons
Content of account receivable Balance of Book debt provision proportion (%)
Account of engineering Un-recover for overdue
receivable 800,000.00 800,000.00 100.00
Amount of oil sales receivable Un-recover for overdue
146,915.10 146,915.10 100.00
Total
946,915.10 946,915.10
(4) There are no account receivable of the shareholders or related party who hold over 5 %( 5% included) voting rights in report period.
(5)Top 5 companies in account receivables
Relationship between Proportion in total
Name of the company the Company Amount Age account receivable (%)
- 46 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Relationship between Proportion in total
Name of the company the Company Amount Age account receivable (%)
Bureau of Finance of Shenzhen Municipality Government institution 537,872,800.00 Within 2 years 61.07
Bureau of Finance of Dongguan Municipality Government institution 171,803,930.72 Within 1 year 19.51
Bureau of Finance of Zhongshan Municipality Government institution 110,999,047.60 Within 1 year 12.60
Shenzhen Electricity Board Co., Ltd. Non-related 23,081,694.31 Within 1 year 2.62
Shenzhen Water Bureau Government institution 15,861,448.25 Within 1 year 1.80
Total 859,618,920.88 97.60
3. Other account receivable
(1) Other account receivable classified according to type:
Type Amount at year-end
Book balance Bad debt provision
Amount Proportion (%) Amount Proportion (%)
Account receivable with individual major
amount and withdrawal bad debt provision 20,341,666.46 30.66 20,341,666.46 100.00
independently
Accounts receivable with minor amount
and accounts receivable with major amount
found no devaluation after individual 41,555,301.46 62.62 0.00 0.00
devaluation test
Account receivable with individual minor
amount but withdrawal bad debt provision 4,460,450.11 6.72 3,824,483.31 85.74
independently
Total 66,357,418.03 100.00 24,166,149.77 36.42
(cont.)
Amount at year-begin
Type Book balance Bad debt provision
Amount Proportion (%) Amount Proportion (%)
Account receivable with individual major
amount and withdrawal bad debt provision 26,237,404.46 56.48 26,237,404.46 100.00
independently
Accounts receivable with minor amount
and accounts receivable with major amount
found no devaluation after individual 13,789,237.22 29.69 0.00 0.00
devaluation test
Account receivable with individual minor
amount but withdrawal bad debt provision 6,425,107.45 13.83 3,916,461.45 60.96
independently
Total 46,451,749.13 100.00 30,153,865.91 64.91
(2)Other account receivable classified according to age:
- 47 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-end Amount at year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1 year 31,353,466.20 47.25 3,233,107.11 6.96
1to 2 years 307,173.95 0.46 68,724.24 0.15
2to 3 years 23,886.75 0.04 11,133,553.51 23.97
Over 3years 34,672,891.13 52.25 32,016,364.27 68.92
Total 66,357,418.03 100.00 46,451,749.13 100.00
(3)Withdrawal of bad debt provision
①other account receivable with individual major amount and withdrawal bad debt provision independently
Withdrawal
Content of other account
Book balance amount of bad debt Withdrawal Reasons
receivable
provision proportion (%)
Huiyang County Kangtai Unrecover
Industrial Company 14,311,626.70 14,311,626.70 100.00
Shandong Jinan Power Equipment Unrecover
Factory 3,560,000.00 3,560,000.00 100.00
Unrecover
Individual income tax 2,470,039.76 2,470,039.76 100.00
Total 20,341,666.46 20,341,666.46 100.00
②Year-end account receivable with individual minor amount but withdrawal bad debt provision independently:
Content of other account Withdrawal amount of Withdrawal
Book balance Reasons
receivable bad debt provision proportion (%)
Unrecover for those which
Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31 was overdue
Unrecover for those which
Deposit receivable 1,312,974.95 1,312,974.95 100.00 was overdue
Bureau of Finance of Zhongshan Unrecover for those which
Municipality 219,192.00 21,919.20 10.00 was overdue
Administrative Office of Nanshan Unrecover for those which
District Shenzhen 50,000.00 5,000.00 10.00 was overdue
Unrecover for those which
GE Company 35,000.00 7,000.00 20.00 was overdue
Other Unrecover for those which
759,585.00 741,585.00 97.63 was overdue
Total
4,460,450.11 3,824,483.31 85.74
(4) Other large receivable verified actually in this period
Nature of other
Name Arising from related
receivable Verified amount Reasons transactions or not
Nanshan District
Investment Management Loans 5,895,738.00 Unrecover No
Company
(5) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period.
- 48 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
(6) Account receivable from related parties found in 6. Account receivable from related party in Note VIII.
(7) Top 5 companies in other account receivable
Relationship between Proportion in total other
Name of the company Amount Duration
the Group account receivable (%)
Huidong Server Related party 14,660,361.44 Over 3 years 22.09
Huiyang Kangtai Industrial Co., Non-related party 14,311,626.70 Over 3 years 21.57
Managed account of Huidong Server (note) Related party 12,500,000.00 Within 1 year 18.84
Shenzhen Dapeng LNG Sales Co., Ltd Non-related party 10,032,000.00 Over 3 years 15.12
JINAN POWER EQUIPMENT FACTORY Non-related party 3,560,000.00 Over 3 years 5.36
Total 55,063,988.14 82.98
Note: in order to solve the issue left over by history for Huidong Server, Shenzhen Server saving RMB 12,500,000.00 to the managed account for
guarantee, found more in 24. Accrual liability in Note VII
4. Account paid in advance
(1) Account paid in advance classified according to age:
Amount at year-end Amount at year-begin
Age Amount Proportion (%) Amount Proportion (%)
Within 1 year 10,842,745.79 98.56 11,952,501.89 98.51
1to 2years 0.00 0.00 1,200.00 0.01
2to 3years 0.00 0.00 0.00 0.00
Over 3 years 158,089.18 1.44 179,036.19 1.48
Total 11,000,834.97 100.00 12,132,738.08 100.00
(2) Account paid in advance to main units
RMB 10,716,686.48 Natural gas purchasing amount paid in advance to Guangdong Trade Branch of CNOOC Gas & Power Group
(3) No shareholders’ unit with over 5% (including 5% voting rights of the Company held in account paid in advance in Period
5. Inventory
(1)Classification of inventory
Amount at year-end
Item Book balance Depreciation provision Book value
Fuels 9,504,975.68 6,882,792.16 2,622,183.52
Raw materials 140,213,301.50 40,232,692.88 99,980,608.62
Land Space Needed to Development (Note) 1,231,814,926.01 45,603,631.85 1,186,211,294.16
- 49 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-end
Item Book balance Depreciation provision Book value
Total 1,381,533,203.19 92,719,116.89 1,288,814,086.30
(cont.)
Amount at year-begin
Item
Book balance Depreciation provision Book value
Fuels 19,011,323.33 11,309,580.52 7,701,742.81
Raw materials 132,249,746.68 29,473,360.35 102,776,386.33
Land Space Needed to Development (Note) 1,155,612,027.22 45,603,631.85 1,110,008,395.37
Total 1,306,873,097.23 86,386,572.72 1,220,486,524.51
Note: 1) The land cost for development of Shenzhong Development Co., and Shenzhong Property Investment.
2) In the balance of land space needed to development at period-end, the capitalizing loan expenses amounting to RMB 168,902,319.91 (as at 31
December 2012: RMB 168,902,319.91). The capitalizing loan expense of this year was 0 yuan.
(2) Changes of inventory falling price reserves
Decreased in this year
Item Aoumt at period-begin Accrual in this Amount at period-end
year Switch back Write-off
Fuels 11,309,580.52 562,681.28 0.00 4,989,469.64 6,882,792.16
Raw materials 29,473,360.35 11,703,183.11 0.00 943,850.58 40,232,692.88
Land Space Needed to Development
45,603,631.85 0.00 0.00 0.00 45,603,631.85
Total 86,386,572.72 12,265,864.39 0.00 5,933,320.22 92,719,116.89
(3) Inventory falling price reserves and reasons of switch back
Reasons of switch back the
Item Basis for accrual of inventory reserves for inventory falling Amount switch back in
falling price reserves price inventory of balance at year-end
Fuels Cost higher the net realizable value Not applicable Not applicable
Raw materials Cost higher the net realizable value Not applicable Not applicable
Land Space Needed to Development Cost higher the net realizable value Not applicable Not applicable
6. Other current assets
Item Amount at year-end Amount at year-begin
VAT input tax deductibale 565,589,166.99 606,661,855.88
7. Long-term equity investment
(1) Category of long-term equty investment
Item Opening amount Increased Decreased Closing amount
Investment to affiliated company 0.00 26,366,000.00 0.00 26,366,000.00
- 50 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Opening amount Increased Decreased Closing amount
Other equity investment 51,815,000.00 8,000,000.00 0.00 59,815,000.00
Less: impairment of long-term equity
2,500,000.00 0.00 0.00 2,500,000.00
investment
Total 49,315,000.00 34,366,000.00 0.00 83,681,000.00
(2) Details of long-term equity investment
Calculation Amount at Increase/decrease Amount at
Invested company Investment cost
method
year-begin (+,-) year-end
Shenzhen Petro-Chemical
Bonded-Trade Co., Ltd.
Cost method 2,500,000.00 2,500,000.00 0.00 2,500,000.00
(Petrol-Chemical Bonded
Company)
CPI Jiangxi Nuclear Power Co.,
Ltd. (“Jiangxi Nuclear Power Cost method 57,315,000.00 49,315,000.00 8,000,000.00 57,315,000.00
Co”)
Equity
Huidong Server 3,126,000.40 0.00 26,366,000.00 26,366,000.00
method
Total 62,941,000.40 51,815,000.00 34,366,000.00 86,181,000.00
Note: up to 31 December 2013, equity of Huidong Server, 20% were pledge to Jiahua Building Products (Shenzhen) Co., Ltd. with term of 2 years,
found more in 24. Accural liability in Note VII
(cont.)
Proportion
Explanation on the
of share Proportion of Impairment
incongruity in share
Invested holding in voting rights in Impairment provision of Cash bonus
holding proportion
company invested invested provision accruing this this year
and voting proportion
company company (%) year
in invested company
(%)
Shenzhen
Petro-Chemical
Bonded-Trade
Co., Ltd. 4.00 4.00 Not applicable 2,500,000.00 0.00 0.00
(Petrol-Chemical
Bonded
Company)
CPI Jiangxi
Nuclear Power
Co., Ltd.
5.00 5.00 Not applicable 0.00 0.00 0.00
(“Jiangxi
Nuclear Power
Co”)
Huidong Server 40.00 40.00 Not applicable 0.00 0.00 0.00
Total 2,500,000.00 0.00 0.00
- 51 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
(3) affiliataed company
Ratio of
equity Ratio of voting
Registration Business Register held by rights in
Invested company Type Legal Rep.
place nature capital the invested
Company company (%)
(%)
Huidong Server LLC Huizhou City Chen Haibo Wharf operation 8,620,000.00 40.00 40.00
(Cont.)
Total Total
Invested Total assets Total net assets Relationshi Organization
liabilities at operation Net profit
company at year-end at year-end p code
year-end revenue
Affiliated
Huidong Server 3,684,783.94 37,506,568.75 -33,821,784.81 3,274,967.70 2,519,902.30 61791841-x
company
(4) Details of impairment of long-term equity investment
Increased this Decreased this
Item Amount at year-begin Amount at year-end
year year
Other long-term equity investment
Shenzhen Petro-Chemical
Bonded-Trade Co., Ltd.
2,500,000.00 0.00 0.00 2,500,000.00
(Petrol-Chemical Bonded
Company),
8. Investment real estate
Amount at Increased this Decreased this Amount at
Item
year-begin year year year-end
I. Total original book value
9,708,014.96 0.00 0.00 9,708,014.96
House, buildings
9,708,014.96 0.00 0.00 9,708,014.96
II. Total accumulated depreciation and accumulated
5,278,655.41 442,685.52 0.00 5,721,340.93
amortization
House, buildings
5,278,655.41 442,685.52 0.00 5,721,340.93
IV. Total depreciation provision 0.00 0.00 0.00 0.00
House, buildings 0.00 0.00 0.00 0.00
V. Total book value
4,429,359.55 3,986,674.03
House, buildings
4,429,359.55 3,986,674.03
Note: depreciation 442,685.52 yuan was accrual in this year
9. Fixed assets
(1) Change of fixed assets
Item Amount at year-begin Increased this year Decreased this year Amount at year-end
- 52 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-begin Increased this year Decreased this year Amount at year-end
I. Total original book value
4,460,676,793.82 10,322,407.86 41,224,231.15 4,429,774,970.53
Including: House and buildings
487,362,075.06 548,499.73 33,655,008.96 454,255,565.83
Machinery equipment
3,891,124,142.78 8,130,030.44 113,216.22 3,899,140,957.00
Transportation tools
32,315,202.62 775,036.00 3,987,868.00 29,102,370.62
Other equipment
49,875,373.36 868,841.69 3,468,137.97 47,276,077.08
II. Accumulated depreciation
Increased this
Accrual in the Year
year
Total accumulated depreciation 2,366,659,316.35 0.00 137,604,292.31 17,642,339.07 2,486,621,269.59
Including: House and buildings
215,311,700.79 0.00 20,288,435.51 11,245,129.37 224,355,006.93
Machinery equipment
2,083,126,964.02 0.00 114,891,867.50 22,657.00 2,197,996,174.52
Transportation tools
27,956,560.40 0.00 931,093.17 3,447,011.16 25,440,642.41
Other equipment
40,264,091.14 0.00 1,492,896.13 2,927,541.54 38,829,445.73
III. Total net book value
2,094,017,477.47 1,943,153,700.94
Including: House and buildings
272,050,374.27 229,900,558.90
Machinery equipment
1,807,997,178.76 1,701,144,782.48
Transportation tools
4,358,642.22 3,661,728.21
Other equipment
9,611,282.22 8,446,631.35
IV. Total impairment provision
53,917,272.66 19,799,521.89 22,880,025.66 50,836,768.89
Including: House and buildings
23,291,844.37 15,901,752.06 22,409,879.59 16,783,716.84
Machinery equipment
30,402,332.28 3,554,508.46 90,559.22 33,866,281.52
Transportation tools
81,846.84 108,454.51 126,024.67 64,276.68
Other equipment
141,249.17 234,806.86 253,562.18 122,493.85
V. Total book value 2,040,100,204.81 1,892,316,932.05
Including: House and buildings
248,758,529.90 213,116,842.06
Machinery equipment
1,777,594,846.48 1,667,278,500.96
Transportation tools
4,276,795.38 3,597,451.53
- 53 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-begin Increased this year Decreased this year Amount at year-end
Other equipment
9,470,033.05 8,324,137.50
Note: Depreation amount in the Year as RMB 137,604,292.31. The original value transfer to fixed assets from construction in process was
RMB 6,308,736.77.
(2) Idle fixed asses temporary
Accumulated Impairment
Item Original book value depreciation provision Book value Note
Wharf,
Including: Houses processing
and buildings 35,163,876.14 13,160,492.73 5,501,734.55 16,501,648.86 workshop of
heavy oil
Processing
equipment of
Machinery 635,796,501.67 531,920,573.85 33,695,956.08 70,179,971.74 heavy oil and
equipment generation
unit
Total 670,960,377.81 545,081,066.58 39,197,690.63 86,681,620.60
(3) Fixed assets without property license obtained
Property license obtained date
Item Reasons estimated Book value
Turbine building and annex
Procedures uncompleted Not clear 15,828,214.57
building
Plant’s ventilating system Procedures uncompleted Not clear 822,550.87
Office building Procedures uncompleted Not clear 7,759,934.16
Comprehensive building Procedures uncompleted Not clear 1,757,236.40
Draft cooling tower Procedures uncompleted Not clear 5,085,520.58
Chemical water workshop and
Procedures uncompleted Not clear 2,416,989.25
foundation of water tank
Industrypool and industry
Procedures uncompleted Not clear 1,060,770.24
pump house
Start-up boiler house Procedures uncompleted Not clear 177,246.37
Oil treatment room and oil
Procedures uncompleted Not clear 883,339.54
un-loading platform
Booster station Procedures uncompleted Not clear 6,825,151.88
Steam turbine workshop Procedures uncompleted Not clear 2,592,262.60
Chemical water tower Procedures uncompleted Not clear 4,292,159.86
Treatment shop for heavy oil Procedures uncompleted Not clear 835,887.89
Start-up boiler house Procedures uncompleted Not clear 187,824.91
Fire pump room Procedures uncompleted Not clear 436,430.73
- 54 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Circulating water pump house Procedures uncompleted Not clear 2,748,483.98
Comprehensive building Procedures uncompleted Not clear 4,525,331.39
Production and inspection
Procedures uncompleted Not clear 7,094,246.13
building
Administrative building Procedures uncompleted Not clear 7,294,047.49
Mail room of the main entrance Procedures uncompleted Not clear 295,645.61
Total 72,919,274.45
10. Construction in process
(1)Particulars about construction in process:
Amount at period-end Amount at period-begin
Item Provision for Provision for
Book value Book value
Book balance devaluation Book balance devaluation
Oil to Gas Works 41,245,625.24 14,815,695.82 26,429,929.42 39,147,235.65 14,815,695.82 24,331,539.83
Heat and power
projects of 9,327,821.98 0.00 9,327,821.98 9,658,977.88 0.00 9,658,977.88
recycling economy
Cogeneration of
heat and electricity 10,659,864.11 0.00 10,659,864.11 9,822,910.01 0.00 9,822,910.01
Project
Sludge drying
1,528,014.00 0.00 1,528,014.00 521,164.00 0.00 521,164.00
project
Others 746,812.30 0.00 746,812.30 3,068,973.26 226,400.00 2,842,573.26
Total 63,508,137.63 14,815,695.82 48,692,441.81 62,219,260.80 15,042,095.82 47,177,164.98
(2) Changes of significant projects in construction
Transferred Amount at
Amount at Increase of this
Projects Budget fixed assets in Other decrease
year-begin year
this year year-end
Oil to Gas
74,400,000.00 39,147,235.65 2,894,207.97 795,818.38 0.00 41,245,625.24
Works
Heat and
power
projects
30,000,000.00 9,658,977.88 0.00 0.00 331,155.90 9,327,821.98
of
recycling
economy
Cogenerat
ion of
heat and 9,822,910.01 836,954.10 0.00 0.00 10,659,864.11
electricity
Project
Sludge
drying 521,164.00 2,976,014.00 1,969,164.00 0.00 1,528,014.00
project
Others 3,068,973.26 1,865,260.12 3,543,754.39 643,666.69 746,812.30
Total 104,400,000.00 62,219,260.80 8,572,436.19 6,308,736.77 974,822.59 63,508,137.63
- 55 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
(cont.)
Accumulative Rate of
Including: Proportion of
amount of interest Project Capital
Projects capitalization of project investment
capitalization capitalization progress resources
interest in budget (%)
of interest (%)
Oil to Gas Works 0.00 0.00 0.00 55.44 55.44 Self-raised
Heat and power
projects of
0.00 0.00 0.00 31.09 31.09 Self-raised
recycling
economy
Cogeneration of
Self-raised and
heat and 862,167.64 0.00 0.00 -- --
borrowing
electricity Project
Sludge drying
0.00 0.00 0.00 -- -- Self-raised
project
Others 0.00 0.00 0.00 -- -- Self-raised
Total 862,167.64 0.00 0.00
(3) Depreciation reserves of construction in progress
Amount at Increase of this Decrease of this Amount at Reasons of
Item year-begin year year year-end accrual
In idle
Oil to Gas Works 14,815,695.82 0.00 0.00 14,815,695.82
condition
Wharf transformation 226,400.00 0.00 226,400.00 0.00
Total 15,042,095.82 0.00 226,400.00 14,815,695.82
(4)Idle construction in progress temporary
Amount at year-end Amount at year-begin
Depreciation Depreciation
Item Book balance reserve Net book value Book balance reserve Net book value
Oil to
Gas
Works 41,245,625.24 14,815,695.82 26,429,929.42 39,147,235.65 14,815,695.82 24,331,539.83
(Note)
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 work
- 56 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
11. Intangible assets
Amount at Increase of this Decrease of Amount at
Item
year-begin year this year year-end
I. Total book original value 100,768,678.72 102,589.53 6,316,616.11 94,554,652.14
Including: land use right 97,570,241.38 0.00 6,316,616.11 91,253,625.27
Software 3,198,437.34 102,589.53 0.00 3,301,026.87
II. Total accumulated amortization 33,182,100.66 3,649,491.90 1,201,552.40 35,630,040.16
Including: land use right 32,222,089.46 2,309,461.70 1,201,552.40 33,329,998.76
Software 960,011.20 1,340,030.20 0.00 2,300,041.40
III. Total accumulated impariemnt
5,115,063.71 0.00 5,115,063.71 0.00
provision
Including: land use right 5,115,063.71 0.00 5,115,063.71 0.00
Software 0.00 0.00 0.00 0.00
V. Total book value 62,471,514.35 58,924,611.98
Including: land use right 60,233,088.21 57,923,626.51
Software 2,238,426.14 1,000,985.47
Note1: assets amortized RMB3, 649,491.90 in this year
Note 3: ended as 31 December 2013, property license of book value of land use right for the Group amounting as
RMB 579,237.33 (on 31 December 2012: RMB 593,111.28)
12. Long-term expense to be amortized
Amortization Reasons for
Increase amount
Amount at amount of this Other decreased Amount at other decrease
of this year
Item year-begin year amount year-end
Improvements
expenses of
fixed assets 45,822.68 0.00 45,822.68 0.00 0.00 Not applicable
from operating
lease
- 57 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
13. Deferred income tax assets/ Deferred income tax liabilities
(1) Deferred income tax assets and deferred income tax liabilities confirmed
① Deferred income tax assets confirmed
Amount at year-end Amount at year-begin
Deductable
Deductable temporary
Item Deferred Deferred income temporary
difference and
income tax assets tax assets difference and
deductable losses
deductable losses
Deferred income tax assets:
Provision for bad debts of
1,105,382.04 4,421,528.16 1,105,382.04 4,421,528.16
accounts receivable
Other provision for bad
185,396.25 741,585.00 185,396.25 741,585.00
debts of accounts receivable
Staff salary payable 729,101.00 2,916,404.00 728,465.50 2,913,862.00
Provision for devaluation of
625,000.00 2,500,000.00 625,000.00 2,500,000.00
long-term equity investment
Other 143,914.82 575,659.27 138,303.09 553,212.37
Total 2,788,794.11 11,155,176.43 2,782,546.88 11,130,187.53
(2) Unconfirmed deferred income tax assets
Item Amount at year-end Amount at year-begin
Deductable temporary difference 257,152,326.02 258,661,445.72
Deductable losses 376,710,869.45 622,946,190.19
Total 633,863,195.47 881,607,635.91
(3) The deductible losses of unrealized deferred income tax assets will expire in the following year
Year Amount at year-end Amount at year-begin
2013 0.00 67,574,712.81
2014 20,807,915.25 106,325,984.58
2015 147,447,640.64 170,621,712.27
2016 61,381,414.19 84,236,145.47
2017 111,189,030.49 194,187,635.06
- 58 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Year Amount at year-end Amount at year-begin
2018 35,884,868.88 0.00
Total 376,710,869.45 622,946,190.19
14. Details of assets depreciation reserves
Provision this Amount at
Item Decrease this year
Amount at year year-end
year-begin Carry-b Write-off/writ
ack e-out
I. Bad debt provision
209,526.
34,575,394.07 117,548.28 5,895,738.00 28,587,677.93
42
II. Provision for inventory
86,386,572.72 12,265,864.39 0.00 5,933,320.22 92,719,116.89
III. Impairment for long-term equity
2,500,000.00 0.00 0.00 0.00 2,500,000.00
investment
IV. Impairment for fixed assets
53,917,272.66 19,799,521.89 0.00 22,880,025.66 50,836,768.89
V. Impariement for construction in
15,042,095.82 0.00 0.00 226,400.00 14,815,695.82
progress
VI. Impariement for intangible
5,115,063.71 0.00 0.00 5,115,063.71 0.00
assets
209,526.
Total 197,536,398.98 32,182,934.56 40,050,547.59 189,459,259.53
42
15.Other non-current assets
Item Amount at year-end Amount at year-begin
Project of LNG (Note) 22,882,181.78 22,309,256.78
Account of projects paid in advance 0.00 7,868.70
Total 22,882,181.78 22,317,125.48
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”.
16. Short-term loans
- 59 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-end Amount at year-begin
Guarantee loans
969,961,917.89 1,181,361,552.86
Credit loans
2,029,000,000.00 2,029,000,000.00
Total
2,998,961,917.89 3,210,361,552.86
Note: loan guarantee RMB 969,961,917.89 was provided by the Company for every subsidiary.
17. Note payable
Classification Amount at year-end Amount at year-begin
Bank acceptance 50,000,000.00 29,670,000.00
Note: Amount due at next accounting period amounting as RMB 50,000,000.00.
18. Account payable
(1)Details of account payable:
Item Amount at year-end Amount at year-begin
natural gas 73,471,998.03
61,710,032.07
materials
3,378,921.66 7,490,094.27
electricity
1,046,970.91 358,044.06
designe
0.00
charge 1,000,000.00
other
273,218.94 412,279.51
Total 78,171,109.54
70,970,449.91
(2)There is no fund of shareholders with 5 %( including 5%) or more of the voting shares in the Group in the
report period.
(3) No major account payable with over one year account age at end of the Period
(4) Top five clients in account payable
Ratio
Name Relationship Amount Year
in
- 60 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
total
accoun
t
payabl
e (%)
Guangdong Trade Branch of CNOOC Gas & Power Non-related par 59,627,486. Within 1 ye
76.28
Group ty 12 ar
Non-related par 12,407,858. Within 1
Guangdong Guoyu Energy Co., Ltd. 15.87
ty 80 year
Non-related par 1,203,488.0 Within 1
Zhanjiang Hengyuan Transport Co., Ltd 1.54
ty 0 year
Non-related par Within 1
Shenzhen Bikexin Industrial Co., Ltd. 819,401.70 1.05
ty year
Non-related par Within 1
Shenzhen Power Bureau of Guangdong Power Grid 763,964.94 0.98
ty year
74,822,199.
Total 95.72
56
19. Account received in advance
(1) Details of account received in advance:
Item Amount at year-end Amount at year-begin
Transfer amount for unit capacity received in advance 0.00 14,586,000.00
Account received in advance 512,402.70 0.00
Total 512,402.70 14,586,000.00
(2) There is no advance fund of shareholders with 5% (including 5%) or more of the voting shares in the Group in
the report period.
20. Wages payable
Increase this year Decrease this year Amount at year-end
Item Amount at year-begin
- 61 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Increase this year Decrease this year Amount at year-end
Item Amount at year-begin
I. wages, bonuses,
27,236,720.68 105,135,661.44 95,391,314.68 36,981,067.44
allowances and subsidies
II. Welfare for employee
0.00 1,655,917.29 1,655,917.29 0.00
III. Social insurance
756,778.01 13,292,724.99 13,318,443.74 731,059.26
Including:1. Medical
147,184.88 3,926,478.21 3,940,904.18 132,758.91
insurance
2.Endowment
462,756.49 8,679,228.32 8,704,816.98 437,167.83
insurance
3.Unemployment
49,259.22 249,352.02 252,649.85 45,961.39
insurance
4.Work injury
94,509.59 405,271.01 390,140.76 109,639.84
insurance
5.Maternity
3,067.83 32,395.43 29,931.97 5,531.29
insurance
IV. Housing provident
586,773.82 6,335,456.46 6,370,874.86 551,355.42
fund
V. Union funds and staff
1,473,688.63 2,237,003.38 2,102,697.98 1,607,994.03
education expenses
VI. Non-monetary
14,516.89 0.00 0.00 14,516.89
welfare
VII. Compensation for
labor contract 0.00 302,182.46 0.00 302,182.46
termination
VIII. Enterprise annuities
5,339,930.39 0.00 2,423,417.39 2,916,513.00
IX. Other
22,923.83 626,036.36 391,970.96 256,989.23
Total 35,431,332.25 129,584,982.38 121,654,636.90 43,361,677.73
Note: There is no fund in arrears in salaries payable to staff.
21. Taxes payable
Item Amount at year-end
Amount at year-begin
VAT
27,275.63 167,735.99
Business tax
1,859,727.55 2,143,160.85
- 62 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-end
Amount at year-begin
Enterprise income tax
14,803,610.02 -5,346,413.09
Individual income tax
1,661,719.64 2,202,475.60
Land-use tax of town
1,588,507.01 1,128,785.75
Real estate tax
2,521,674.86 2,247,122.42
Others
219,728.85 418,572.85
Total
22,682,243.56 2,961,440.37
22. Interest payable
Item Amount at year-end Amount at year-begin
Long-term loan interest of installment and interest charges
10,816.67 28,200.00
Interest payable of short-term loan
98,764,229.13 86,204,275.82
Total 98,775,045.80 86,232,475.82
Note: interest payable in short-term loans including RMB 67,685,090.69 payable to related party Zhongshan
Xingzhong Group Co., Ltd. (Xingzhong Group)
23. Other account payable
(1)Details of other account payable
Item Amount at year-end Amount at year-begin
Loan (note 1) 206,473,308.65 242,808,006.95
Project expense 17,303,421.18 18,216,071.74
Temporary option contract amount (note 2) 12,848,310.64 13,250,331.05
Quality guarantee deposite 8,463,062.13 10,816,154.88
Housing reform fund 2,118,785.58 1,202,934.95
Land use right charge 1,027,616.63 1,014,930.00
Fund of the Board 575,659.27 1,089,168.75
Other 15,023,738.58 14,630,130.99
- 63 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-end Amount at year-begin
Total 263,833,902.66 303,027,729.31
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 and represented the amounts borrowed by Shenzhong
Development Company from the Treasury bureau of Zhongshan city.
Note2: more details found in Note (IX) “Contingency”
(2) There are no unit conditions of shareholders with 5% (including 5%) or more of the voting shares in the Group
in the report period.
(3) Account payable to relatd parties found more in 6. Account payable/receivable from/to related parties in
Note VIII
(4) Other account payable of more than one year is of RMB 251,337,410.03 (December 31, 2012: RMB
249,051,475.88), which is mainly the money borrowed by Shenzhong Development Company from Xingzhong
Group and Zhongshan Financial Bureau.
24. Accrued liabilities
Item Opening amount Increased Decreased Closing amount
Guarantee offering outside 0.00 27,500,000.00 0.00 27,500,000.00
On 29 November 2013, Shenzhen Server and Jiahua Building Products (Shenzhen) Co., Ltd. (Jiahua Building)
signed a supplementary term aiming at equity transfer over equity attribution and division of Yapojiao Dock,
which belongs to Shenzhen Server, Huidong Server, and Huidong Nianshan Town Government as well as its
subordinate Nianshan Group. In order to solve this remaining historic problem, Shenzhen Server saved RMB
12,500,000.00 in condominium deposit account as guarantee. In addition, Server pledged its 20% of equity holding
from Huidong Server to Jiahua Architecture with pledge duration of 2 years. The amount of collateral on loans
could not exceed RMB 15,000,000.00. As of December 31, 2013, the group is forecast to lose RMB
27,500,000.00concerning this matter.
25. Long-term loans
Item Amount at year-end Amount at year-begin
Guarantee loan 6,000,000.00 16,000,000.00
Note: the loans guanrantee provided to Environment Protection Co., by the Company, RMB 6,000,000.00.
26. Other non-current liability
Item Content Amount at year-end Amount at year-begin
Deferred income Government subsidy with assets concerned 50,713,516.50 44,015,465.64
Details of deferred incomes:
- 64 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount
Assets
Opening Subsidies reckoned in Other Closing
Items related/income
balance increased non-operation changes balance
related
revenue
Treasury subsidies
4,611,250.00 0.00 255,000.00 0.00 4,356,250.00 Assets related
for sludge drying
Support fund of
recycling economy 1,651,041.62 10,000,000.00 317,750.55 0.00 11,333,291.07 Assets related
for sludge drying
Subsidy for project
of low-nitrogen
transformation for 35,755,787.59 0.00 2,553,984.84 0.00 33,201,802.75 Assets related
welcoming the
Universiade (Note)
Support fund of
enterprise 514,901.96 0.00 61,176.48 0.00 453,725.48 Assets related
informationalization
Subsidy for
energy-saving 1,482,484.47 0.00 114,037.27 0.00 1,368,447.20 Assets related
technology reform
Total
44,015,465.64 10,000,000.00 3,301,949.14 0.00 50,713,516.50
27. Share capital
Amount at Amount at
Changes in this year(+ -)
year-begin year-end
New
Item Bon
shar Capitalizi
Rati us Oth Subto Rati
Amount es ng from Amount
o shar er tal o
issue reserves
es
d
I. Restricted shares
1.state-owned shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2. shares held by state-owned
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
companies
3. shares held by other domestic 18,263.00 0.00 0.00 0.00 0.00 0.00 0.00 18,263.00 0.00
- 65 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at Amount at
Changes in this year(+ -)
year-begin year-end
New
Item Bon
shar Capitalizi
Rati us Oth Subto Rati
Amount es ng from Amount
o shar er tal o
issue reserves
es
d
investors
3 3
4. shares held by foreign investors 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00
Total restricted shaers 18,263.00 0.00 0.00 0.00 0.00 0.00 18,263.00
3 3
II. Unrestricted shares
338,894,012 56.2 338,894,012 56.2
. RMB common shares 0.00 0.00 0.00 0.00 0.00
.00 23 .00 23
2. Domestically listed foreign 263,850,321 43.7 263,850,321 43.7
0.00 0.00 0.00 0.00 0.00
hares
.00 74 .00 74
. Overseas listed foreign shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4.other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
602,744,333 99.9 602,744,333 99.9
Total unrestricted shaers 0.00 0.00 0.00 0.00 0.00
.00 97 .00 97
602,762,596 100. 602,762,596 100.
III. Total shares 0.00 0.00 0.00 0.00 0.00
.00 00 .00 00
28.Capital reserve
Item Amount at Increase in the Decrease in the Amount at
year-begin year year year-end
233,035,439.6
233,998,444.00 0.00 963,004.38
Capital premium 2
215,487,650.4
215,487,650.42 0.00 0.00
Including: investors’ capital 2
Balance caused by the acquisition of 18,510,793.58 0.00 963,004.38 17,547,789.20
- 66 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at Increase in the Decrease in the Amount at
year-begin year year year-end
minority interests
129,635,002.8
129,635,002.84 0.00 0.00
Other capital surplus 4
Including: capital surplus transferred from 129,631,483.5
129,631,483.51 0.00 0.00
original system 1
362,670,442.4
363,633,446.84 0.00 963,004.38
Total 6
Note: capital reserve RMB 3,373,708.13 decreased during the acquisition of minority shareholders’ equity in the
period, RMB 2,410,703.75 capital reserve increased while adjusted minority shareholders’ equity owned by rlated
parties
29. Reserve surplus
Item Amount at year-begin Increase in the year Decrease in the year Amount at year-end
legal surplus reserve 310,158,957.87 0.00 0.00 310,158,957.87
Discretionary surplus
22,749,439.73 22,749,439.73
0.00 0.00
reserve
Total 332,908,397.60 0.00 0.00 332,908,397.60
Note: As required by the Company Law of the PRC and the Articles of Association, the Group shall allocate 10 per
cent of the profit after taxation to the statutory common reserve fund. It needs not allocate further amount if the
accumulated amount of the statutory common reserve fund has reached over 50 per cent of registered capital.
Allocation to the discretionary common reserve fund shall be made after the allocation to statutory common
reserve fund is made. The Company may, upon approval, use the discretionary common reserve fund to make up
the loss for the previous year or increase share capital.
30. Retained profit
- 67 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Rato of
withdra
Amount in Amount in
Item wal or
this year last year
allocatio
n
249,614,987 454,070,630.
Retained profit of last year before adjusted
.36 72
Total adjusted amount for retained profit at year beginning (increased as +,
0.00 0.00
decreased as -)
249,614,987 454,070,630.
Retained profit at beginning of the year after adjusted
.36 72
53,099,116. -204,455,643
Add: net profit attributable to shareholders of parent company
45 .36
Cover the deficit from surplus reserves 0.00 0.00
Other transferred-in 0.00 0.00
Less: withdrawal of statutory surplus reserve 0.00 0.00
Withdrawal other common accumulation fund 0.00 0.00
Common Stock dividend payable 0.00 0.00
Dividend of common shares transfer as share capital 0.00 0.00
302,714,103 249,614,987.
Retained profit at period-end
.81 36
31. Operating income, operating cost
(1) Operating income
Item Amount in this year Amount at last year
Main business income
1,104,265,747.93 1,264,057,768.49
Other business income
6,162,002.21 1,387,999.80
Total business income 1,110,427,750.14 1,265,445,768.29
Main business cost
1,608,772,345.17 2,083,570,743.82
- 68 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount in this year Amount at last year
Other business cost
4,433,615.16 3,694,026.40
Total business cost 1,613,205,960.33 2,087,264,770.22
(2) Main business (by industries)
Amount in this year Amount at last year
Industry Operating income Operating cost Operating income Operating cost
Energy Industry
1,042,794,552.81 1,568,213,728.67 1,211,995,839.00 2,051,647,473.35
Engineering labors and services
8,023,296.00 6,551,646.35 12,160,000.00 11,111,944.29
Other income
53,447,899.12 34,006,970.15 39,901,929.49 20,811,326.18
Total
1,104,265,747.93 1,608,772,345.17 1,264,057,768.49 2,083,570,743.82
(3) Main business (by products)
Amount in this year Amount at last year
Products Operating income Operating cost Operating income Operating cost
Electricity sales
1,041,714,268.41 1,567,795,841.52 1,199,787,354.02 2,034,241,697.87
Heat sales
1,080,284.40 417,887.15 4,683,808.67 10,613,093.88
Sale of fuel oil 0.00 0.00 7,524,676.31 6,792,681.60
Engineering labors and services 8,023,296.00 6,551,646.35 12,160,000.00 11,111,944.29
Sludge drying 50,193,739.91 25,511,701.00 36,651,416.83 19,092,809.55
Other 3,254,159.21 8,495,269.15 3,250,512.66 1,718,516.63
Total 1,104,265,747.93 1,608,772,345.17 1,264,057,768.49 2,083,570,743.82
(4) Main business (by areas)
Amount in this year Amount at last year
Areas Operating income Operating cost Operating income Operating cost
Domestic 1,096,242,451.93 1,602,220,698.82 1,253,817,768.49 2,074,112,596.63
Overseas 8,023,296.00 6,551,646.35 10,240,000.00 9,458,147.19
Total 1,104,265,747.93 1,608,772,345.17 1,264,057,768.49 2,083,570,743.82
(5) Condition of operating income of top 5 clients
- 69 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Proportion in total operating
Year Total operating income
income (%)
2013 1,098,491,598.06 98.93
2012 1,252,679,924.43 99.00
32. Operating tax and addition
Item Amount in this year Amount at last year
Business tax 5,792,854.29 6,578,864.91
City maintenance tax 401,437.07 560,485.73
Others 314,744.01 483,999.56
Total 6,509,035.37 7,623,350.20
Note: taxation standards for every business tax and surcharge found more in Note. V. Taxes
33. Management expenses
Item Amount in this year Amount at last year
Salary 50,668,937.50 48,241,551.79
Taxes 5,726,234.98 7,159,268.11
Leasing expenses 5,567,120.77 5,924,195.12
Entertainment expense 3,798,897.81 5,185,841.23
Vehicles expenses 4,460,557.78 4,220,117.53
Expenses for agency appointment 4,450,942.29 3,991,574.10
Depreciation expense 3,326,900.50 3,535,760.60
Expenses from the Board 2,738,225.68 3,443,124.05
Amortization of intangible assets 2,915,113.98 2,675,750.95
Sundry expenses 2,750,479.19 2,473,787.91
Environmental expense 1,978,237.70 2,010,699.98
Communication charge 1,317,717.18 1,393,616.92
Property expense 1,187,984.71 1,240,239.76
Stock charge 695,627.47 974,949.43
Business traveling charge 787,835.77 902,760.54
Expenses for enterprise culture 627,496.30 803,270.80
Office expenses 733,875.33 521,699.05
Long-term expense for amortized 45,822.68 49,988.16
- 70 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount in this year Amount at last year
Verification fee for projects 680,787.80 0.00
Other 8,612,619.75 11,040,376.51
Total 103,071,415.17 105,788,572.54
34. Financial expenses
Item Amount in this year Amount at last year
Interest expenditure 240,016,432.54 247,070,737.79
Less : interest income 5,175,591.52 5,273,117.21
Less: Capitalization of interest 0.00 0.00
Exchange gains/losses -283,582.11 315,433.88
Less: Capitalization of exchange
0.00 0.00
gains/losses
Other 2,137,325.75 5,451,929.06
Total 236,694,584.66 247,564,983.52
35.Return on investment
Item Amount in this year Amount at last year
Return on investment dispodal for long-term equity investment
79,263,954.01 0.00
36. Impairment of Assets
Item Amount in this year Amount at last year
Loss on bad debt
-91,978.14 0.00
Inventory loss
12,265,864.39 8,684,891.96
Impairment loss of long-term equity investment
19,799,521.89 17,324,596.66
Impairment loss of construction in progress
0.00 24,999.67
Total 31,973,408.14 26,034,488.29
37. Non-operating income
- 71 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount
reckoned in
Amount in Amount at
Item current
this year last year
non-operating
income/losses
Total profits of disposal of he non-current assets 299,145.30 1,338,332.91 299,145.30
Including: Profit of disposal of fixed assets 299,145.30 1,338,332.91 299,145.30
Income from capacity transfer 72,930,000.00 0.00 72,930,000.00
Government subsidy(see: Particulars about governmental 788,998,649.8 852,344,961.8
9,032,973.54
subsidies)
8 2
125,023,871.9
VAT return on impor&export of natural gas 37,570,075.58 37,570,075.58
6
Other 443,984.60 497,451.77 443,984.60
900,241,855.3 979,204,618.4 120,276,179.0
Total
6 6 2
Note: the added value tax returns of RMB 37,570,075.58 for the natural gas received by Weimei Power Company
from Guangdong Trade Branch of CNOOC Gas & Power Group.
Including particulars about governmental subsidies:
Assets related
Amount in
Item this year Amount at last year /income related
296,196,692.3
Income from fuel subsidies 375,131,800.00 Income related
8
483,768,983.9
Subsidies income of fuel processing fee 474,996,055.80 Income related
6
Specific fund of energy-saving 0.00 530,000.00 Income related
Government bond subsidy for sludge drying 255,000.00 255,000.00 Assets related
Support fund of recycling economy for sludge
317,750.55 87,500.04 Assets related
drying
Subsidy for project of low-nitrogen
2,553,984.84 1,276,992.41 Assets related
transformation for welcoming the Universiade
- 72 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Support fund of enterprise informationalization 61,176.48 5,098.04 Assets related
Subsidy for energy-saving technology reform 114,037.27 62,515.53 Assets related
Supporting fund of circular economy 20,000.00 0.00 Income related
Subsidy for summer peaks from Zhongshan
5,641,024.40 0.00 Income related
Economic and Information Bureau
Clean production reward from Zhongshan
10,000.00 0.00 Income related
Nanlang Economic and Inforamtion Bureau
Reward of utilization of foreign fund from
Zhongshan Nanlang Economic and 20,000.00 0.00 Income related
Inforamtion Bureau
Subsidy for state-controlled enterprise from
30,000.00 0.00 Income related
Zhongshan Enviornmental Bureau
Fund of energy-saving subsidy from Nanlang
Town Economic and Information Bureau of 10,000.00 0.00 Income related
Science and Technology
788,998,649.8
Total 852,344,961.82
8
38. Non-operating expense
Amount reckoned
into
Amount in this non-recurring
Item year Amount at last year gains/losses
Total loss from disposal of non-current assets 678,471.97 202,167.83 678,471.97
Including: Gains and loss of disposal of fixed assets 678,471.97 202,167.83 678,471.97
Expenses from external donation 10,000.00 1,655.55 10,000.00
Other
39,217.91 6,785.76 39,217.91
- 73 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount reckoned
into
Amount in this non-recurring
Item year Amount at last year gains/losses
Total
727,689.88 210,609.14 727,689.88
39. Income tax expenses
Amount in this Amount at last
Item year year
Current income tax calculated based on tax laws and relevant regulations
21,733,867.71 1,927,538.45
Deferred income tax adjustment
-6,247.23 931,567.43
Total
21,727,620.48 2,859,105.88
40. Basic EPS and diluted EPS
The basic earnings per share is computed by dividing the net profit for the period attributable to ordinary
shareholders of the Group by the number of weighted average ordinary shares in issue. The number of newly
issued ordinary shares is confirmed starting from the day of consideration receivables (generally the offering date
of stock) according to the specific terms in the offering agreement.
The numerator of the diluted earnings per share is the net profit for the period attributable to ordinary shareholders
of the Group, which is confirmed after adjusting the following factors: (1) interests of diluted potential ordinary
shares recognized as expenses for the period; (2) gains or expenses arising from the transfer of diluted potential
ordinary shares; and (3) effect of income tax due to the above adjustment.
The denominator of diluted earnings per share is the sum of the followings: (1) weighted average number of
ordinary shares in issue of the parent company in the basic earnings per share; and (2) average weighted number of
the increased ordinary shares during the transfer of the estimated diluted potential ordinary shares to ordinary
shares.
For the purpose of calculating the average weighted number of the increased ordinary shares during the transfer of
the estimated diluted potential ordinary shares to ordinary shares in issue, diluted potential ordinary shares issued
during the prior period were assumed to be transferred as at the beginning of the current period while diluted
- 74 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
potential ordinary shares issued in the current period were assumed to be transferred on offering date.
(1)Amount of basic EPS
This Year Last Year
Profit in the Period
basic EPS basic EPS
Net prfot attributable to common shareholers of the Company 0.09 -0.34
Net prfot attributable to common shareholers of the Company
-0.13 -0.54
after deducting non –recurring gains/losses
(2)The Group has no dilution potention common shares held in the Period, thus, the diluted EPS equals to the basic
EPS
41. Notes to item of cash flow statement
(1)Cash received and related to other operation activities
Item Amount in this year Amount at last year
Income of fuel subsidies
809,297,331.71 772,941,223.00
Government subsidies received
10,000,000.00 41,112,780.00
Interest income
5,175,591.52 5,273,117.21
Return on VAT for natural gas import
37,570,075.58 125,023,871.96
Income from capacity transfer 58,344,000.00 0.00
Open credit received 21,990,542.16 0.00
Other
349,947.33 1,703,464.81
Total
942,727,488.30 946,054,456.98
(2)Cash paid for other operating activities
Item Amount in this year Amount at last year
Leasing expense
5,567,120.77 5,924,195.12
Entertainment expense
3,798,897.81 5,185,841.23
Vehicles expense
4,460,557.78 4,220,117.53
Expense on agency appointment
4,450,942.29 4,297,574.10
- 75 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount in this year Amount at last year
Note margin paid 5,000,000.00 0.00
Other
17,191,122.92 1,564,504.42
Total
40,468,641.57 21,192,232.40
(3)Other investment-related cash received
Item Amount in this year Amount at last year
Time deposit received 0.00 3,240,000.00
(4)Other investment -related cash payment
Item Amount in this year Amount at last year
Margin of equity paid for disputes left over by history 12,500,000.00 0.00
(5)Cash received from other financing-related activities
Item Amount in this year Amount at last year
Margin received 0.00 62,536,060.00
(6)Other funding-related cash payment
Item Amount in this year Amount at last year
Borrowings paid to related party 35,785,979.94 0.00
42. Supplementary information on cash flow statement
(1) Information of regulate the net profit into the cash flow of operating activities:
Item Amount in Amount at
this year last year
①Regulate the net profit into the cash flow of operating activities:
73,379,180.3 -235,004,108.
Net profit
6 39
20,144,349.9 26,034,488.2
Add: Asset impairment provision
2 9
- 76 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount in Amount at
this year last year
138,046,977. 171,319,379.
Depreciation of fixed assets, oil & gas assets and productive biological assets
83 18
Amortization of intangible assets 3,649,491.90 3,396,707.78
Amortization of long-term deferred expenses 45,822.68 49,988.16
Loss from disposing fixed assets, intangible assets and other long-term assets (income
379,326.67 -1,136,165.08
listed with “-“)
Abandonment loss from fixed assets (income listed with “-“) 0.00 0.00
Loss from changes of fair value (income listed with “-“) 0.00 0.00
240,020,837. 247,070,737.
Financial expenses(income listed with “-“)
98 79
-79,263,954.
Investment loss(income listed with “-“) 0.00
01
Decrease of defferred income tax assets(increased listed with “-“) -6,247.23 931,567.43
Increase of deferred income tax liability (decreased listed with “-“) 0.00 0.00
-74,660,105. 29,024,180.7
Decrease of inventory(increased listed with “-“)
96 8
40,560,144.2 -37,015,553.0
Decrease of receivable operating items(increased listed with “-“)
5 2
119,983,355. -98,623,779.0
Increase of payable operating items(decreased listed with “-“)
72 9
Other
482,279,180. 106,047,443.
Net cash flow from operation activities
11 83
②Major investment and financing activities not involving cash income and
expenditure:
Debt capitalization
- 77 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount in Amount at
this year last year
Convertible company bond due within one year
Fixed assets acquired under finance leases
③Net change of cash and cash equivalents:
538,054,829. 526,852,121.
Balance of cash at year-end
52 41
526,852,121. 629,318,992.
Less: Balance of cash at year-begin
41 12
Add: Closing balance of cash equivalent 0.00 0.00
Less: Opening balance of cash equivalent 0.00 0.00
11,202,708.1 -102,466,870.
Net increase of cash and cash equivalents
1 71
(2) Subsidiaries and other operation units obtained or disposed in Period
Item Amount in Amount at
this year last year
Subsidiaires and other units disposed:
A． Price of subsidiaries and other units disposed 51,509,457.84 0.00
B． Cash and cash equivalent received from disposal of subsidiaries and other units 51,509,457.84 0.00
Less: Cash and cash equivalent held by subsidiaries and other units 3,289,556.14 0.00
C． Ne Cash received from disposal of subsidiaries and other units 48,219,901.70 0.00
D． Net assets of subsidiaries disposed -33,821,784.81 0.00
Including: current assets 3,289,556.14 0.00
Non-current assets 395,227.80 0.00
Current liabilities 37,506,568.75 0.00
Non-current liabilities 0.00 0.00
(3) Composition of cash and cash equivalents
- 78 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-end Amount at year-begin
①Cash 538,054,829.52 526,852,121.41
Including: cash in hand 199,128.31 174,009.24
Bank savings available for payment needed 536,956,524.68 526,015,559.51
Other monetary capital available for payment needed 899,176.53 662,552.66
②Cash equivalent 0.00 0.00
including: bond investement due within three months 0.00 0.00
③Balance of cash and cash equivalent at year-end 538,054,829.52 526,852,121.41
(VIII)Related party and related transaction
1. 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 VI 1. Subsidiaries of the Company
3. Joint venture and affiliated enterprise of the Group
Found in 7. Long-term equity investment in Note VII.
4. Other related parties of the Company
Relationship between the Organization
Other related parties name
Company code
Shareholders have major influence
Energy Group 19218918-5
on the Company
Dongguan Weimei Ceramics Industrial Park Co., Ltd. (” Minority shareholders of the
72919361X
Weimei Ceramics”) subsidiaries
Zhongshan Xingzhong Group Co., Ltd.(” XINGZHONG Minority shareholders of the
733112675
GROUP”) 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
Shenzhen Energy Group Holding Co., Ltd. (” Energy Subsidiary of ultimate controller of
19224115-8
Holding”) Energy Group
）Shenzhen Pipe Energy Technology Development Co., Other related party 77877487-5
- 79 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Relationship between the Organization
Other related parties name
Company code
ltd. (“Pipe Technology”)
Director of the Company and other sernior executives Key management staff Not applicable
5. Related Transactions
(1) Lending money of related party
This year:
Amount of
Commencement
Related parties lending Maturity Date Note
date
money
Borrowing:
XINGZHONG GROUP 125,316,816.85 2013.01.01 2013.12.31 Renewal
XINGZHONG GROUP 23,750,000.00 2013.01.01 2013.12.31 Renewal
XINGZHONG GROUP 16,250,000.00 2013.01.01 2013.12.31 Renewal
XINGZHONG GROUP 14,335,291.80 2013.01.01 2013.12.31 Renewal
XINGZHONG GROUP 2,500,000.00 2013.01.01 2013.12.31 Renewal
Last year:
Amount of
Commencement
Related parties lending Maturity Date Note
date
money
Borrowing:
XINGZHONG GROUP 125,316,816.85 2012.01.01 2012.12.31 Renewal
XINGZHONG GROUP 23,750,000.00 2012.01.01 2012.12.31 Renewal
XINGZHONG GROUP 16,250,000.00 2012.01.01 2012.12.31 Renewal
XINGZHONG GROUP 14,335,291.80 2012.01.01 2012.12.31 Renewal
XINGZHONG GROUP 2,500,000.00 2012.01.01 2012.12.31 Renewal
Weimei Ceramics 35,785,979.94 2012.07.16 2013.01.31 Renewal
(2) Assets transfer and debt reorganization of relatd parties
Transaction Transaction content Price Amount in this year Amount at last year
Related
- 80 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
type setting Proportion Proportion
parties
principal in amount in amount
Amount of similar Amount of similar
transaction transaction
(%) (%)
Energy Assets Capacity of units closed Contract
72,930,000.00 100.00 0.00 0.00
Holding transfer down transferred pricing
16.05% equity of Huidong
Pipe Assets Contract
Server hold by Pipe 1,344,200.00 100.00 0.00 0.00
Technology transfer pricing
Technology transferred
(3) Remuneration for key management staffs
In 10 thousand Yuan
Item Amount in this year Amount at last year
Remuneration for key management staffs 744.49 726.59
(4) Fund occupation expenses
Amount in this year Amount at last year
Proportio Proportio
Price
n in n in
Relate Transactio Transactio setting
amount of amount of
d parties n type n content princip Amount Amount
similar similar
al
transactio transactio
n (%) n (%)
Fund
XINGZHON 12,779,994. 11,605,720.4
occupation Interest Note 98.57 83.50
G GROUP 35 1
expenses expenses
Fund
Weimei
occupation Interest Note 184,894.23 1.43 2,293,811.73 16.50
Ceramics
expenses expenses
Note: payment for the use of state funds is calculated according to loan rate of current capital of peer banks.
6. Account payable/receivable from related parties
Item Amount at year-end Amount at year-begin
Account received in advance:
Energy Holding 0.00 14,586,000.00
Total 0.00 14,586,000.00
- 81 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-end Amount at year-begin
Other account payable:
XINGZHONG GROUP 182,152,108.65 182,152,108.65
Weimei Ceramics 0.00 36,334,698.30
Total 182,152,108.65 218,486,806.95
Interest payable
XINGZHONG GROUP 67,685,090.69 54,905,096.34
Total 67,685,090.69 54,905,096.34
(IX) Contingency
In March 2008, the Company and Just-run (Singapore) Private Company (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
- 82 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
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$3,736,958.66 as of November 27th,
2009. The Company replies on January 25th, 2010, which shows that the Company did not accept claims for loss
compensation.
On 31 March 2011, Just-run Company sent another letter to the Company which claimed that they are willing to
coordinate with the Company continuously as for USD 79,962,943.00 we owed them and interests from the day of
Nov. 6 of 2008, and invited the Company to raise up suggestion on this matter, meanwhile Just-run Company
stressed to remain all the rights on this matter. The Company replied them with a letter on Apr. 6 of 2011 which
showed we didn’t accept requirements from Just-run Company about compensation for loss, and agreed to answer
their invitation and negotiate based on equality without influence on rights of both parties.
On 6 February 2012, Jierun sent letter to the Company again, requiring the Company to pay the arrears of USD83,
699,901.66 and the related interests. The Company replied on 10 February 2012 to deny the loss compensation
requirements of Jierun and require Jierun to pay the Company the amount payables of USD300, 000.00 under the
confirmation latter No. 165723967102.11 arising in October 2008 and the interests accrued since 7 November
2008. And the Company agreed to be invited by Jierun for further negotiation in connection with this dispute
provided that interests of both parties were not influenced. Subsequently, the Company negotiate with Jierun
Company, under circucumstances of changed and/or give up any parties’s right. Ended as the disclosed date for
this financial statement, the event has no further progress. If the negotiation doesn’t succeed, in the judgment of
the management of the Company, it is possible to solve this dispute through justice channel.
On 10 Feburary 2014, Just-run sent a letter to the Company, repeated the claims of paying arrears of
US$ 83,699,901.66 and relevant interest that stated in Letters of 6 Feburary 2012. The Company replied on 28
March 2014 for claims to be not authorized, and asked for paying the payables US$ 300,000.00 under the
confirmantion No. 165723967102.11 from Just-run Company that arising in October 2008 and interest since from
7 November 2008, and the Company agrees to negotiate with Just-run Company for solving the issues on the basis
of rights of both parties are not been affected. Up to the date the Financial Reprot authorized to disclosed, the event
has no further progress. Management of the Company considers that the issue is open to solved through judicial
channel if the negotiations fail to reached.
- 83 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
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 2013.
The Board of Directors of the Company will promptly review the relevant accounting operation according to the
progress of the above matters.
(X) Commitment
1. Major commitment
(1) Capitalization commitment
In 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(note)
26,750,000.00 1,270,920.99
-External investment commitment
0.00 8,000,000.00
-Total
26,750,000.00 9,270,920.99
Note: Construction commitment of long-term assets refers to the contract of technical supply renovation for 9E gas
turbine low Nox burner that signed by Zhongshan Power, subsidiary of the Company
(2)Commitment on operating lease
Till the balance sheet day, the condition of irrevocable operating lease contract the Group externally signed is as
follow:
In RMB
Item Amount at year-end Amount at year-begin
Minimum lease payments of irrevocable operating
lease:
The first year after balance sheet day
6,739,925.50 3,515,510.00
- 84 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item Amount at year-end Amount at year-begin
The second year after balance sheet day
6,736,681.50 1,400,586.63
The third year after balance sheet day
3,728,646.50 1,427,596.50
Subsequent years
64,308,576.00 65,009,429.93
Total 81,513,829.50 71,353,123.06
XI. Events Occurring after the Balance Sheet Date
1. At the beginning of 2014, Ministry of Finance based on the Cai Kuai [2014] No.6, No.7, No.8, No.10, No.11,
No.13, No.14 and No.16 respectively issued the “Accounting Standards for Business Enterprise No.39 –Fair value
measurement”, “Accounting Standards for Business Enterprise No.30 –Preparation of financial statement (revised
in 2014)”, “Accounting Standards for Business Enterprise No.9 –Employee compensation(revised in 2014)”,
“Accounting Standards for Business Enterprise No.33 –Consolidated financial statement(revised in 2014)”,
“Accounting Standards for Business Enterprise No.40 – Joint venture arrangements”, “Specification of Financial
Liability and Equtiy Instrument and Regulation of relevant accounting treatment”, “Accounting Standards for
Business Enterprise No.2 –Long-term Equity investment (revised in 2014)” and “Accounting Standards for
Business Enterprise No.41 –Disclosure of Interests in Other Entities”, asking implemented in all enterprises with
the accounting standards performed in all enterprises since 1 July 2014, and encourage the enterprise listed
overseas to performed the rules in advance.
The Group performs the above mentioned rules since 1 July 2014, and made changes on relevant accounting
policy in line with the rules that above mentioned.
2.The Company is prpare for a private placement, for uncertained from the placement, in order to protect interest
of the investors and avoid major impact on price of the stock of the Company, in line with relevant regulations
from Shenzhen Stock Exchange, being applied by the Company, stock of the Company suspended since 9 January
2014; up to disclosure date for the Report, stock of the Company still suspended.
XII. Note to main items of financial statements of the Company
1. Accounts receivable
(1) Accounts receivable classifying according to the category:
Amount at year-end
Bad debt
Type Book Balance provision
Proport Amo Proportion
Amount ion (%) unt (%)
- 85 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-end
Bad debt
Type Book Balance provision
Proport Amo Proportion
Amount ion (%) unt (%)
Account receivable with individual major amount and withdrawal bad
0.00 0.00 0.00 0.00
debt provision independently
Accounts receivable with minor amount and accounts receivable with 561,165,82
100.00 0.00 0.00
major amount found no devaluation after individual devaluation test
2.31
Account receivable with individual minor amount but withdrawal bad
0.00 0.00 0.00 0.00
debt provision independently
561,165,82
Total 100.00 0.00 0.00
2.31
(cont.)
Amount at year-begin
Bad debt
Type Book Balance provision
Proport Amo Proportion
Amount ion (%) unt (%)
Account receivable with individual major amount and withdrawal bad
0.00 0.00 0.00 0.00
debt provision independently
Accounts receivable with minor amount and accounts receivable with 589,569,09
100.00 0.00 0.00
major amount found no devaluation after individual devaluation test
0.03
Account receivable with individual minor amount but withdrawal bad
0.00 0.00 0.00 0.00
debt provision independently
589,569,09
Total 100.00 0.00 0.00
0.03
(2) Age analysis of account receivable:
Amount at year-end Amount at year-begin
Item
Amount Proportion (%) Amount Proportion (%)
- 86 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-end Amount at year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1year 319,486,825.69 56.93 397,683,293.41 67.45
1 to 2years 241,676,107.62 43.07 191,882,907.62 32.55
2 to 3years 0.00 0.00 0.00 0.00
Over 3 years 2,889.00 0.00 2,889.00 0.00
Total 561,165,822.31 100.00 589,569,090.03 100.00
(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
Proportio
n in total
Relationship account
between the receivable
Name of the company Company Amount Age (%)
Bureau of Finance of Shenzhen Government 537,872,800.0 Within 2
95.85
Municipality institution
0 years
Guangdong Power Grid Corporation Non-related party 23,081,694.31 Within 1 year 4.11
Shenzhen University Non-related party 208,439.00 Within 1 year 0.04
Over 3 years
Ai Xihua Non-related party 2,889.00 0.00
561,165,822.3
Total 100.00
1
2. Other account receivable
(1) Other account receivable classified according to type:
Amount at year-end
Type
Book balance Bad debt provision
- 87 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount Proportion (%) Amount Proportion (%)
Account receivable with individual major
amount and withdrawal bad debt provision 16,781,666.46 1.04 16,781,666.46 100.00
independently
Accounts receivable with minor amount
and accounts receivable with major amount
1,589,197,476.22 98.75 0.00 0.00
found no devaluation after individual
devaluation test
Account receivable with individual minor
amount but withdrawal bad debt provision 3,396,673.11 0.21 3,048,979.11 89.76
independently
Total 1,609,375,815.79 100.00 19,830,645.57 1.23
(cont.)
Amount at year-begin
Type Book balance Bad debt provision
Amount Proportion (%) Amount Proportion (%)
Account receivable with individual major
amount and withdrawal bad debt provision 22,677,404.46 1.60 22,677,404.46 100.00
independently
Accounts receivable with minor amount
and accounts receivable with major amount
1,389,601,552.60 98.02 0.00 0.00
found no devaluation after individual
devaluation test
Account receivable with individual minor
amount but withdrawal bad debt provision 5,362,330.44 0.38 3,140,957.25 58.57
independently
Total 1,417,641,287.50 100.00 25,818,361.71 1.82
(2)Other account receivable classified according to age:
Amount at year-end Amount at year-begin
Item
Amount Proportion (%) Amount Proportion (%)
- 88 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Amount at year-end Amount at year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1 year 1,073,321,132.80 66.69 448,233,511.78 31.62
1to 2 years 384,352,071.98 23.88 253,063,347.15 17.85
2to 3 years 90,141,334.50 5.60 43,771,156.40 3.09
Over 3years 61,561,276.51 3.83 672,573,272.17 47.44
Total 1,609,375,815.79 100.00 1,417,641,287.50 100.00
(3)Withdrawal of bad debt provision
①other account receivable with individual major amount and withdrawal bad debt provision
independently
Content of other account Withdrawal
Book balance Reasons
receivable Bad debt provision proportion (%)
Unrecover for
Huiyang County Kangtai
14,311,626.70 14,311,626.70 100.00 those which was
Industrial Company
overdue
Unrecover for
Individual income tax 2,470,039.76 2,470,039.76 100.00 those which was
overdue
Total 16,781,666.46 16,781,666.46 100.00
②Year-end account receivable with individual minor amount but withdrawal
bad debt provision independently:
Content of other account Withdrawal
Book balance Reasons
receivable Bad debt provision proportion (%)
Dormitory amount Unrecover for those
2,083,698.16 1,736,004.16 83.31
receivable which was overdue
Unrecover for those
Deposit receivable 1,312,974.95 1,312,974.95 100.00
which was overdue
Total 3,396,673.11 3,048,979.11 89.76
(4) Other large receivable verified actually in this period
- 89 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Nature of other Arising from related
Name Verified amount Reasons
transactions or not
receivable
Nanshan District
Investment Management Loans 5,895,738.00 Unrecover No
Company
(5) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting
rights in report period.
(6) Top 5 companies in other account receivable
Proportion in total
Relationship
Name of the company Amount Duration other account
between the Group
receivable (%)
Shenzhen Development
Subsidiary 774,798,808.58 Within 1 year 48.14
Company
Within 1 year
Zhongshan Power Subsidiary 620,728,464.16 38.57
to over 3 years
Shenzhen Property Subsidiary 87,717,662.50 Within 1 year 5.45
Within 1 year
Weimei Power Subsidiary 62,335,748.34 3.87
to over 3 years
Within 2 year
Enviornmental Company Subsidiary 41,396,606.40 2.57
s
Total 1,586,977,289.98 98.60
(2) Account receivable from related parties
Proportion in total other account
Units Relationship Amount
receivable (%)
Shenzhen Development Subsidiary
774,798,808.58 48.14
Company
Zhongshan Power Subsidiary 620,728,464.16 38.57
Shenzhen Property Subsidiary 87,717,662.50 5.45
Weimei Power Subsidiary 62,335,748.34 3.87
Enviornmental Company Subsidiary 41,396,606.40 2.57
- 90 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Proportion in total other account
Units Relationship Amount
receivable (%)
Singapore Company Subsidiary 212,337.56 0.01
Syndisome Subsidiary 64,911.33 0.00
Total 1,587,254,538.87 98.61
3. Long-term equity investment
(1) Category of long-term equty investment
Amount at Amount at
Item Increased Decreased
year-begin year-end
Investment to subsidiary 691,982,849.76 0.00 0.00 691,982,849.76
Other equity investment 49,315,000.00 8,000,000.00 0.00 57,315,000.00
Less: impairment of long-term
0.00 0.00 0.00 0.00
equity investment
Total 741,297,849.76 8,000,000.00 0.00 749,297,849.76
(2) Details of long-term equity investment
Calculation Amount at Increase/decrease( Amount at
Invested company Investment cost
method
year-begin +,-) year-end
Shenzhen Server Cost method 26,650,000.00 26,650,000.00 0.00 26,650,000.00
New Power Company Cost method 71,270,000.00 71,270,000.00 0.00 71,270,000.00
Zhongshan Power Cost method 410,740,000.00 410,740,000.00 0.00 410,740,000.00
Engineering Company Cost method 6,000,000.00 6,000,000.00 0.00 6,000,000.00
Weimei Power Cost method 115,319,049.76 115,319,049.76 0.00 115,319,049.76
Singapore Company Cost method 6,703,800.00 6,703,800.00 0.00 6,703,800.00
Enviornmental
Cost method 55,300,000.00 55,300,000.00 0.00 55,300,000.00
Company
Shenzhen Development
Cost method 0.00 0.00 0.00 0.00
Company
Shenzhen Property Cost method 0.00 0.00 0.00 0.00
- 91 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Calculation Amount at Increase/decrease( Amount at
Invested company Investment cost
method
year-begin +,-) year-end
Jiangxi Nuclear Power Cost method 57,315,000.00 49,315,000.00 8,000,000.00 57,315,000.00
Total 749,297,849.76 741,297,849.76 8,000,000.00 749,297,849.76
(cont.)
Proportion
Explanation on the
of share Proportion of Impairment
incongruity in share
Invested holding in voting rights in Impairment provision of Cash bonus
holding proportion and
company invested invested provision accruing this this year
voting proportion in
company company (%) year
invested company
(%)
Shenzhen
50.00 50.00 Not applicable 0.00 0.00 0.00
Server
New Power
75.00 75.00 Not applicable 0.00 0.00 0.00
Company
Zhongshan
55.00 55.00 Not applicable 0.00 0.00 0.00
Power
Engineering
60.00 60.00 Not applicable 0.00 0.00 0.00
Company
Weimei Power 40.00 40.00 Not applicable 0.00 0.00 0.00
Singapore
100.00 100.00 Not applicable 0.00 0.00 0.00
Company
Enviornmental
70.00 70.00 Not applicable 0.00 0.00 0.00
Company
Shenzhen
Development 75.00 75.00 Not applicable 0.00 0.00 0.00
Company
Shenzhen
75.00 75.00 Not applicable 0.00 0.00 0.00
Property
Jiangxi Nuclear
5.00 5.00 Not applicable 0.00 0.00 0.00
Power
Total 0.00 0.00 0.00
- 92 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
4. Operation revenue/cost
(1) Operation revenue/cost
Item This Year Last Year
Main business revenue 253,036,062.44 531,610,565.10
Other business revenue 27,338,497.84 17,173,957.99
Total operation revenue 280,374,560.28 548,784,523.09
Main business cost 453,369,820.44 924,236,439.18
Other business cost 8,768,665.72 885,787.38
Total operation cost 462,138,486.16 925,122,226.56
(2) Main business (by industries)
This Year Last Year
Industries
Operation revenue Operation cost Operation revenue Operation cost
Energy 253,036,062.44 453,369,820.44 531,610,565.10 924,236,439.18
(2) Main business (by products)
This Year Last Year
Products
Operation revenue Operation cost Operation revenue Operation cost
Electricity sold 251,955,778.04 452,951,933.29 527,193,914.04 917,976,182.48
Thermal sold 1,080,284.40 417,887.15 4,416,651.06 6,260,256.70
Total 253,036,062.44 453,369,820.44 531,610,565.10 924,236,439.18
(2) Main business (by region)
This Year Last Year
Region
Operation revenue Operation cost Operation revenue Operation cost
Domestic 253,036,062.44 453,369,820.44 531,610,565.10 924,236,439.18
(5) Operation revenue from top five clients
- 93 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Total operation revenue from Ratio of operation revenue in current
Period
top five clients period (%)
2013 278,790,338.24 99.43
2012 536,921,005.82 97.84
5. Supplement of cash flow statement
Item This Year Last Year
(1) Net profit adjusted as cash flow from operation activities:
Net profit 63,674,144.84 -29,424,910.93
Add: Assets for impairment 6,101,657.22 9,970,118.75
Depreciation of fixed assets, oil & gas assets and productive biological
11,474,866.50 45,452,442.79
assets
Amortization of intangible assets 1,449,420.00 1,449,427.40
Amortization of long-term expenses to be amortized 45,822.68 49,988.16
Loss from disposal of fixed assets, intangible assets and other
13,877.75 23,702.69
long-term assets (income listed with “-“)
Abandonment loss from fixed assets (income listed with “-“) 0.00 0.00
Loss from changes of fair value (income listed with “-“) 0.00 0.00
Financial expenses (income listed with “-“) 147,297,427.39 140,817,129.79
Invesment losses (income listed with “-“) 0.00 0.00
Decrease of deferred income tax assets (increased listed with “-“) 0.00 0.00
Increase of deferred income tax liabilities (decreased listed with “-“) 0.00 0.00
Decrease of inventory (increased listed with “-“) -1,922,019.28 17,743,001.16
Decrease of operational receivable (increased listed with “-“) -185,187,498.21 -36,206,844.39
Increase of operational payable (decreased listed with “-“) 245,985,207.18 -263,007,003.47
Other
Net cash flow from operation activities 288,932,906.07 -113,132,948.05
- 94 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item This Year Last Year
(2) Major investment and fiancning activities not involved with
cash income and expenses:
Debt transfer to assets
Convertible bonds due within one year
Financing rent-in fixed assets
(3) Net changes of cash and cash equivalent:
Balance of cash at year-end 264,557,683.68 204,114,395.05
Less: balance of cash at year-beginning 204,114,395.05 303,150,447.89
Add: Year-end balance of cash equivalent 0.00 0.00
Less: Year-beginning balance of cash equivalent 0.00 0.00
Net increase of cash and cash equivalent 60,443,288.63 -99,036,052.84
XIII. Supplementary information
1. Statement of non-recurring gains/losses
Item This Year Last Year
Gains/losses from the disposal of non-current asset 78,884,627.34 1,136,165.08
Governmental subsidy calculated into current gains and losses, withclosely
related with the normal business of the Company, excluding the fixed-amount or
9,032,973.54 2,217,106.02
fixed-proportion governmental subsidy according to the unified national
standard)
Import VAT refunds for natural gas 37,570,075.58 125,023,871.96
Income from capacity transfer 72,930,000.00 0.00
Other non-operating income and expenditure except for the aforementioned
394,766.69 489,010.46
items
Subtotal 198,812,443.15 128,866,153.52
Impact on income tax -20,699,535.10 -414,701.91
Impact on minority shareholders’ equity (post-tax) -48,063,017.90 -9,634,451.05
- 95 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
Item This Year Last Year
Total 130,049,890.15 118,817,000.56
Confrimation for the non-recurring gains/losss, the Company executed in line with the Q&A Announcement
No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary
Profit/loss (Zheng Jian Hui Notice [2008] No.43)
3. ROE and EPS
Weighted average EPS (RMB/Share)
Profit in the Period
ROE (%) Basic EPS Diluted EPS
Net profit attributable to shareholders of the
3.37 0.09 0.09
listed company
Net profit attributable to shareholders of the
listed company after deducting non-recurring gains -4.88 -0.13 -0.13
and losses
Note: (1) Weighted average return on net assets = P0/(E0＋NP÷2＋Ei×Mi÷M0–Ej×Mj÷M0±Ek×Mk÷M0)
Among the above: P0 respectively represents net profit attributable to holders of ordinary shares of the Company
and the net profit attributable to holders of ordinary shares of the Company after non-recurring profit and loss
items; NP represents net profit attributable to holders of ordinary shares of the Company; E0 represents net assets
attributable to holders of ordinary shares of the Company at the beginning of the reporting period; Ei represents the
increase in net assets attributable to holders of ordinary shares of the Company, arising from new issue of shares or
debt-for-equity swap during the reporting period; Ej represents the decrease in net assets attributable to holders of
ordinary shares of the Company, arising from share repurchase or cash dividend during the reporting period; M0
represents the year and month; Mi represents the months from the next month of the increase of assets to the end of
the reporting period for the year; Mj represents the months from the next month of the decrease of assets to the end
of the reporting period for the year; Ek represents the increase or decrease of net assets arising from other
transactions or matters; Mk represents the months from the next month of the increase or decrease of other assets to
the end of the reporting period for the year.
Where there is a business combination under common control during the reporting period, when computing the
weighted average return on net assets after non-recurring profit and loss items, the net assets of the party being
absorbed shall be weighted starting from the next month after the consolidation date. When computing the
- 96 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
weighted average return on net assets during the comparative period, both the net profit and net assets of the party
being absorbed shall be weighted starting from the next month after the exercise of control by the ultimate
controlling party. When computing the weighted average return on net assets after non-recurring profit and loss
items during the comparative period, the net assets of the party being absorbed shall not be weighted (or the weight
is nil).
(2) Calculation on basic EPS and diluted EPS found in 40. Note VII.
3. Abnormal changes on items of consolidated financial statement as well as their reasons
(1) Closing amount of monetary fund dated 31 December 2013 was RMB 543,054,829.52, an increase of 3.08%
from that of year beginning, mainly because cash in-flow from operation activities increased in this year;
(2) Closing amount of other account receivable dated 31 December 2013 was RMB 42,191,268.26, an increase
of158.88% from that of year beginning, mainly because 60 percent equity of Huidong Server was transferred in the
Year, and transferred the other receivable of Huidong Server to open credit that out of the consolidation scope, and
margin for equity transfer left over by history paid in the Year;
(3) Closing amount of inventory dated 31 December 2013 was RMB 1,288,814,086.30, an increase of5.60% from
that of year beginning, mainly because Shenzhen Property paid the amount of hyper volume and land premium for
the lands ready for development in the Year;
(4) Closing amount of other current assets dated 31 December 2013 was RMB 565,589,166.99, a decrease of
6.77% from that of year beginning, mainly because VAT input tax decreased in the Year;
(5) Closing amount of long-term equity investment dated 31 December 2013 was RMB 83,681,000.00, an increase
of 69.69% from that of year beginning, mainly because 60 percent equity of Huidong Serves was transferred in the
Year, and re-calculate the remaining 40 percent equity with fair value and increased capital to Jiangxi Nuclear
Power;
(6) Closing amount of fixed assets dated 31 December 2013 was RMB 1,892,316,932.05, a decrease of 7.24%
from that of year beginning, mainly because fixed assets are depreciated normally in this year and withdrawal the
impairment provision;
(7) Closing amount of long-term expenses to be amortized dated 31 December 2013 was RMB 0.00, a decrease of
100.00% from that of year beginning, mainly because long-term expenses to be amortized at beginning of the year
has amortized completed in the Year;
(8) Closing amount of short-term loans dated 31 December 2013 was RMB 2,998,961,917.89, a decrease of 6.58%
from that of year beginning, mainly because loans from the bank decreased in this year;
(9) Closing amount of note payable dated 31 December 2013 was RMB 50,000,000.00, an increase of 68.52%
from that of year beginning, mainly because notes issued in the Year increased;
(10) Closing amount of taxes payable dated 31 December 2013 was RMB 22,682,243.56, an increase of 665.92%
from that of year beginning, mainly because payable income tax increased in the Year;
(11) Closing amount of long-term loans dated 31 December 2013 was RMB 6,000,000.00, a decrease of 62.50%
from that of year beginning, mainly because long-term loans are paid in this year
(12) Operation revenue for year of 2013 was RMB 1,110,427,750.14, decreased 12.25% from the year earlier,
mainly because power sales decreased in the Year;
(13) Operation cost for year of 2013 was RMB 1,613,205,960.33, decreased 22.71% from the year earlier, mainly
- 97 -
深圳南山热电股份有限公司
Notes to Financial Statement
Ended as 31st December 2013
because① generating capacity in the Year declined; ②depreciation of fixed assets decreased; and ③ Guangdong
Trade Branch of CNOOC Gas & Power Group no longer to return the import VAT rebate of the Company, and
presents in the sales price of natural gas that the purchasing cost of natural gas declined in the Year.
(14) Investment income for year of 2013 was RMB 79,263,954.01, while RMB 0.00 for last year, mainly because
equity of subsidiary was disposed in the Year;
(15) Non-operation revenue for year of 2013 was RMB 900,241,855.36, decreased 8.06% from the year earlier,
mainly because Guangdong Trade Branch of CNOOC Gas & Power Group no longer to return the import VAT
rebate of the Company, which was depreciated in the selling price of natural gas;
(16) Non-peration expenditure for year of 2013 was RMB 727,689.88, increased 245.52% from the year earlier,
mainly because losses from disposal of fixed assets increased in the Year;
(17) Income tax expenses for year of 2013 was RMB 21,727,620.48, increased 659.94% from the year earlier,
mainly because current income tax expenses increased.
- 98 -
