深圳南山热电股份有限公司 2014 年年度报告全文
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2014
Notice No.: 2015-029
April 2015
1
深圳南山热电股份有限公司 2014 年年度报告全文
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.
Except for the follow, other directors are attend the Meeting for annual report
deliberation in person
Name of director absent Title for absent director Reasons for absent Attorney
Yu Chunling Director Cause for work Zhou Qun
Qiang Wenqiao Director Cause for work Zhou Qun
Li Zheng Independent director Cause for work Wang Xiaodong
Wang Junsheng Independent director Cause for work Tang Tianyun
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Chairman Yang Haixian, Managing Director Wu Dongxiang, CFO Huang Jian
and Manager of Financail Management Department Gan Baoshan 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.
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深圳南山热电股份有限公司 2014 年年度报告全文
Contents
Annual Report 2014
Section I. Important Notice, Contents and Paraphrase ............................................................................................................................2
Section II Company profile .....................................................................................................................................................................6
Section III. Accounting data and summary of financial indexes ..............................................................................................................8
Section IV. Report of the Board of Directors .........................................................................................................................................10
Section VII. Preferred Stock ..................................................................................................................................................................45
Section XII. Documents available for Reference...................................................................................................................................70
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深圳南山热电股份有限公司 2014 年年度报告全文
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.
Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian Dongguan Company Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Shen Nan Dian Engineering Company Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.
Shen Nan Dian Envionment Protection
Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd.
Company
Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd
New Power, New Power Company Refers to Shenzhen New Power Industrial Co., Ltd.
Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd.
Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co., Ltd.
Zhongshan Nam Long Power Plant of Shen Nan Dian (Zhongshan)
Zhongshan Nam Long Power Plant Refers to
Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei
Dongguan Gaobu Power Plant Refers to
Electric Power Co., Ltd
Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd
Shenzhong Real Estate Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd
Syndisome Company Refers to Hong Kong Syndisome Co., Ltd.
Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd.
Energy Group Refers to Shenzhen Energy Group Co.,Ltd.
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Guangju Holding Refers to Shenzhen Guangju Investment Holding Co.,Ltd.
HK Tengda Refers to Tengda Property Co.,LTD.
Guoneng International Trading Refers to Shenzhen Guoneng International Trading Co., LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Guangju Energy Refers to Shenzhen Guangju Energy Co., LTD.
Guangju Industrial Refers to Guangju Industrial Co.,LTD.
Luneng Group Refers to Luneng Group Co., LTD
Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co.,Ltd.
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深圳南山热电股份有限公司 2014 年年度报告全文
Shenzhen Energy Group Refers to Shenzhen Energy Group Co., LTD.
Docheng Weiye Group Refers to Docheng Weiye Group Company
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深圳南山热电股份有限公司 2014 年年度报告全文
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)
Legal representative Chairman Yang Haixian
Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province
Code for registrations add 518054
Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province
Codes for office add. 518053
Company’s Internet Web Site 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
Date for registration Place for registration Registration NO. for No. of taxation Organization code
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深圳南山热电股份有限公司 2014 年年度报告全文
enterprise legal registration
license
No.18 Yueliangwan
Initial registration 1990-04-06 Avenue, Nanshan 440301501125497 440301618815121 61881512-1
District, Shenzhen
No.2097
Registration at end Yueliangwan
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, Cao Chuang
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
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深圳南山热电股份有限公司 2014 年年度报告全文
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
2014 2013 Changes over last year 2012
Operating income (RMB) 1,234,101,547.84 1,110,427,750.14 11.14% 1,265,445,768.29
Net profit attributable to
shareholders of the listed -330,513,284.99 53,099,116.45 -722.45% -204,455,643.36
company(RMB)
Net profit attributable to
shareholders of the listed company
-329,708,263.72 -76,950,773.70 328.55% -323,272,643.93
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
571,263,982.13 482,279,180.11 18.45% 106,047,443.83
operating activities(RMB)
Basic earnings per share
-0.55 0.09 -711.11% -0.34
(RMB/Share)
Diluted earnings per share
-0.55 0.09 -711.11% -0.34
(RMB/Share)
Weighted average ROE -22.96% -4.88% -18.08% -19.58%
Changes over end of
End of 2014 End of 2013 End of 2012
last year
Total assets (RMB) 5,056,415,825.14 5,440,291,369.21 -7.06% 5,536,067,729.98
Net assets attributable to
shareholder of listed company 1,270,542,254.88 1,601,055,539.87 -20.64% 1,548,919,427.80
(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.
III. Items and amounts of extraordinary profit (gains)/loss
√Applicable □Not applicable
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深圳南山热电股份有限公司 2014 年年度报告全文
In RMB
Item 2014 2013 2012 Note
Gains/losses from the disposal of
non-current asset (including the write-off -3,391,027.70 78,884,627.34 1,136,165.09
that accrued for impairment of assets)
Governmental subsidy calculated into
current gains and losses(while closely
related with the normal business of the
3,641,201.54 9,032,973.54 2,217,106.02
Company, excluding the fixed-amount or
fixed-proportion governmental subsidy
according to the unified national standard)
Other non-operating income and expenditure
-1,851,619.50 394,766.69 489,010.46
except for the aforementioned items
Import VAT refunds for natural gas 0.00 37,570,075.58 125,023,871.96
Income from capacity transfer 0.00 72,930,000.00
Less: impact on income tax 121,393.78 20,699,535.10 414,701.91
Impact on minority shareholders’ equity
-917,818.17 48,063,017.90 9,634,451.05
(post-tax)
Total -805,021.27 130,049,890.15 118,817,000.56 --
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
In reporting period, the Company has no particular about 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
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深圳南山热电股份有限公司 2014 年年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
Year of 2014 was a very tough year to the company’s management situation. On the one hand, the board of
directors has made the general requirements to "enhance the foresight and innovation of decision-making,
strengthen the oversight mechanisms for decision execution, grasp the opportunity of private placement stock,
promote the company's industrial upgrading, improve the overall level of company’s operations, and promote the
company's sustainable development"; on the other hand, the board of directors has continued to improve the
company’s governance structure, promote the company’s standard operation, fulfill its responsibilities and
obligations to information disclosure, maintain the rights and interests of the company and the investors, and
strive to maximize the shareholders’ benefits in accordance with the requirements of China Securities Regulatory
Commission and Shenzhen Stock Exchange. Under the joint efforts of all employees, the company has achieved
the on-grid energy of 1.721 billion kWh in 2014, which outperformed the annual plan, achieved the operation
revenue of 1,234,101,500 Yuan, an increase of 11.14%, and has realized the safety management goal of “Four No”.
Due to the increase in west-east power transmission, the competition in the regional electricity markets is fierce,
as the main business, 9E unit has continued to lose its profitability. During the reporting period, the company has
tried to introduce the strategic investor via the non-public offering of shares to improve the company’s operating
conditions, but the partner proposed to terminate the contract because of their own reasons, which caused the
project failed to be implemented and the company still could not get rid of the situation of operating loss.
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 7.91 7.88 0.38%
New Power Co.,)
Zhongshan Nam Long Power Plant 4.8 4.82 -0.41%
Dongguan Gaobu Power Plant 4.72 4.83 -0.62%
Total 17.43 17.53 -0.11%
During the report period, the main business income of the Company was 1,234,101,500 Yuan, increased by 11.14% compared to the
same period of last year. The operating profit of the Company was –929,066,200 Yuan, decreased 124,658,800 Yuan compared to
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深圳南山热电股份有限公司 2014 年年度报告全文
the same period of last year, and total profit was -418,289,800 Yuan, decreased 513,396,600 Yuan compared to the same period of
last year.
Up to 31st, Dec., 2014, the Company has merged total assets of 5,056,415,800 Yuan, reduced by 7.06% compared to the beginning of
the year; stockholder's equity was 1,378,147,200 Yuan, thereinto, the stockholder's equity attributable to the parent company was
1,270,542,300 Yuan.
The Company’s review and summarization to the progress of development strategy and operating plan disclosed in early days during
the report period
1.During the reporting period, the company has achieved the safety management goal of "Four No" which
provides the important safeguard for the company’s daily production and management and sustainable
development,the company’s realized the continuous production safety of 3,897 days, Meanwhile, the company has
completed the pollution reduction task by implementing the standardized management to the environmental
protection.
2. The copany has actively participated in the Aid to Xinjiang project of Guangdong Province, completed the
documentation of the feasibility study and district heating plan in the early stage of the project, obtained the
official reply of Xinjiang Autonomous Region Development and Reform Commission for the approval of the
carrying out the project’s preliminary work, and signed the tripartite investment and cooperation agreement with
Shufu county government of Kashi region and the front headquarters of the Aid to Xinjiang project of Guangdong
Province on scene. Under the policy background of continuing to keep the low electricity price advantage of
Xinjiang, the project is currently in a suspended state because the natural gas price and electricity price are hard to
implement, and the company has reported the relevant situations to Guangdong Development and Reform
Commission.
3. The 2 × 460MW (9F class) natural gas and cogeneration expansion project of the Zhongshan company of
Shenzhen Nanshan Power Co., Ltd has been included in the "Central heating development planning of Zhongshan
industrial parks and industrial agglomeration area (2013－2020) ", the " Instructions about carrying out the
preliminary work of the 2 × 460MW (9F class) natural gas and cogeneration expansion project constructed by
Shenzhen Nanshan Power (Zhongshan) Co., Ltd has been reported to Guangdong Development and Reform
Commission. The project approval is still under way.
4. During the reporting period, the company has planned and prepared the non-public offering of shares, the
company’s stock is suspended since the opening on January 9, 2014, during the suspension period, the company
has seriously fulfilled the obligation of information disclosure and published the announcement about the progress
once a week. On August 20, the company received the “Letter about terminating the cooperation of the project
with Shenzhen Nanshan Power” from CNOOC Gas & Power Group, on August 21, the company issued the
“Notice of terminating the planning matters for the non-public offering of shares and the resumption of trading”,
and the company's stock has resumed the trading since the opening on August 21, 2014.
Reasons for difference of actual operation performance has 20% lower or higher than profit forecast of the Year disclosed
□ Applicable √ Not applicable
Changes of main operation mode
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深圳南山热电股份有限公司 2014 年年度报告全文
□ 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 and engineering service income etc., the main business income increased
11.51% than that of last year mainly because of the increase of oil and gas sales income in the year.
Whether income from physical sales larger than income from labors or not
√ Yes □ No
Increase/decrease
Industries Item Unit 2014 2013
y-o-y
Sales volume KWH 17.43 17.53 -0.57%
Power Output KWH 17.43 17.53 -0.57%
Inventory KWH 0 0 -
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 clients of the Company
Total top five clients in sales (RMB) 1,225,348,616.94
Proportion in total annual sales volume for top five clients 99.29%
3. Cost
Industry classification
In RMB
2014 2013
Industry
Item Ratio in operation Ratio in operation Y-o-y changes
classification Amount Amount
cost cost
Power, heat
Energy industry 1,671,543,380.89 96.60% 1,568,213,728.67 97.48% -0.88%
supply
Engineering
Engineering cost 7,614,495.28 0.44% 6,551,646.35 0.41% 0.03%
service
Other business Sludge drying 51,227,627.48 2.96% 34,006,970.15 2.11% 0.85%
Product classification
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深圳南山热电股份有限公司 2014 年年度报告全文
In RMB
2014 2013
Industry
Item Ratio in operation Ratio in Y-o-y changes
classification Amount Amount
cost operation cost
Electricity sales Power supplying 1,551,613,253.51 89.67% 1,567,795,841.52 97.45% -7.78%
Heat sales Heat supplying - 0.00% 417,887.15 0.03% -0.03%
7.73% 0.00% 7.73%
Fuel sales Fuel supplying
133,717,972.96
Engineering
Engineering cost
service 7,614,495.28 0.44% 6,551,646.35 0.41% 0.03%
Sludge drying Sludge treatment
30,630,061.98 1.77% 25,511,701.00 1.59% 0.18%
Other business Oil transport cost
6,809,719.92 0.40% 8,495,269.15 0.52% -0.12%
Note
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,425,442,397.29
Proportion in total annual purchase amount for top five
97.08%
suppliers
4. Expenses
Income tax expenses were RMB 3,342,608.35 in 2014 with a 84.62% up than that of last year, and mainly because income tax
expenses at the current period decreased in the year.
5. R&D expenses
Nil
6. Cash flow
In RMB
Item 2014 2013 Y-o-y changes
Subtotal of cash in-flow from
2,363,289,387.00 2,251,889,550.85 4.95%
operation activity
Subtotal of cash out-flow from
1,792,025,404.87 1,769,610,370.74 1.27%
operation activity
Net cash flow from operation
571,263,982.13 482,279,180.11 18.45%
activity
Subtotal of cash in-flow from
70,116.84 48,513,796.66 -99.86%
investment activity
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深圳南山热电股份有限公司 2014 年年度报告全文
Subtotal of cash out-flow from
85,549,920.49 34,377,667.39 148.85%
investment activity
Net cash flow from investment
-85,479,803.65 14,136,129.27 -704.69%
activity
Subtotal of cash in-flow from
3,342,703,209.20 3,218,961,917.89 3.84%
financing activity
Subtotal of cash out-flow from
3,798,127,099.25 3,704,170,113.72 2.54%
financing activity
Net cash flow from financing
-455,423,890.05 -485,208,195.83 -6.14%
activity
Net increased amount of cash
30,440,127.50 11,202,708.11 171.72%
and cash equivalent
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
(1) Cash in-flow from investment activity decreased 99.86% than that of last year mainly because there was no cash received from
disposal of subsidiaries in the year.
(2) Cash out-flow from investment activity increased 148.85% than that of last year mainly because cash paid for purchase of fixed
assets increased in the year.
(3) Net cash flow from investment activity decreased 704.69% than that of last year mainly because cash out-flow from investment
activity increased.
(4) Net increased amount of cash and cash equivalent increased 171.72% 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
(1) The electricity subsidy for previous year received in the Year from government; (2) assets depreciation preparation accrual in the
Yera
III. Composition of main business
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
According to industries
Energy industry
1,172,587,265.36 1,671,543,380.89 -42.55% 12.45% 6.59% -15.56%
Engineering
service 5,957,711.27 7,614,495.28 -27.81% -25.74% 16.22% -251.64%
Other income 3.12% -1.07% 50.64% -91.42%
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深圳南山热电股份有限公司 2014 年年度报告全文
52,874,721.90 51,227,627.48
According to products
Electricity sales
1,040,706,065.25 1,551,613,253.51 -49.09% -0.10% -1.03% -2.79%
Heat sales
- - Not applicable Not applicable Not applicable
Fuel sales
131,881,200.11 133,717,972.96 -1.39% Not applicable Not applicable Not applicable
Engineering
service 5,957,711.27 7,614,495.28 -27.81% -25.74% 16.22% -251.64%
Sludge drying
52,874,721.90 30,630,061.98 42.07% 5.34% 20.06% -14.44%
Other
- 6,809,719.92 Not applicable Not applicable -19.84% Not applicable
According to region
Domestic
1,225,461,987.26 1,722,771,008.37 -40.58% 11.79% 7.52% -12.09%
Overseas
5,957,711.27 7,614,495.28 -27.81% -25.74% 16.22% -251.64%
Note:
(1) Gross profit ratio of the engineering service decreased 251.64% over same period of last year, mainly due to the decline of
revenue;
(2) Gross profit ratio of other business decreased 91.42% over same period of last year, mainly due to the growth of costs;
(3) Gross profit ratio of the overseas decreased 251.64% over same period of last year, mainly due to the decline of revenue .
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 2014 End of 2013
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
578,584,447.0 Cash in-flow from operation
Monetary fund 11.44% 543,054,829.52 9.98% 1.46%
2 activities increased in this year
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深圳南山热电股份有限公司 2014 年年度报告全文
Account 502,772,509.4 Electricity subsidies receivables
9.94% 876,368,547.41 16.11% -6.17%
receivable 1 decreased in the year
1,284,712,150. 1,288,814,086.
Inventory 25.41% 23.69% 1.72%
88 30
Investment real
3,543,988.51 0.07% 3,986,674.03 0.07% 0.00%
estate
Long-term equity
24,597,397.33 0.49% 26,366,000.00 0.48% 0.01%
investment
1,839,739,944. 1,892,316,932.
Fix assets 36.38% 34.78% 1.60%
19 05
Heating and power project of the
Construction in
32,826,131.18 0.65% 48,692,441.81 0.90% -0.25% circular economy transfer to fixed
progress
assets
2. Major changes of liability
In RMB
2014 2013
Ratio in total Ratio in total Ratio changes Notes of major changes
Amount Amount
assets assets
Short-term
2,617,890,000.00 51.77% 2,998,961,917.89 55.13% -3.36%
loans
Long-term
150,000,000.00 2.97% 6,000,000.00 0.11% 2.86%
loans
3. Assets and liability measure by fair value
□ Applicable √ Not applicable
4. Main overseas assets
□ Applicable √ Not applicable
V. Core Competitiveness Analysis
The company is currently the enterprise that possesses the most PG9171E gas - steam combined cycle power
generating units, and has accumulated rich experience in the construction and operation management of
large-scale gas turbine power plants, and attracted and trained a large number of experts in gas turbine technology,
and the company has become a training base for gas turbine talents.
As China's economy has entered a new normal, the economic structure is facing a major adjustment, the energy
production and energy consumption shall have significant changes, and the competitions in regional electricity
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深圳南山热电股份有限公司 2014 年年度报告全文
markets will become more intense. Although the gas turbine generating units have the excellent peak performance
and the prominent effects of environment protection and emission reduction, affected by the bigger and bigger
pressure of economic downturn, the continuous increase in west electricity to Guangdong, the more and more
newly produced power supply, the relatively high electricity price, the gradual reduces in the generating capacity
and the great uncertainties in power generating subsidy policy, the gas turbine generating units, especially 9E unit,
have continued to lose the profitability. Although there are more negative factors in the future, the company will
make full use of the country’s policy of promoting the full development and running of clean energy, take
advantage of the company's human resources, and seek the survival and development of the enterprise.
VI. Investment analysis
1. Equity investment outside
(1) Investment outside
√Applicable □Not applicable
Investment outside
Investment at same period of last year
Investment in reporting period (RMB) Changes
(RMB)
0.00 8,000,000.00 100.00%
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. 5.00%
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.
17
深圳南山热电股份有限公司 2014 年年度报告全文
3. Application of raised proceeds
In reporting period, the Company has no fund raised and no fund raised used in this period continued from previous period either.
4. Main subsidiaries and stock-jointly companies
√Applicable □Not applicable
Particular about main subsidiaries and stock-jointly companies
In RMB
Regist
Company Main products or Operating Operating
Type Industries er Total assets Net Assets Net profit
name service revenue profit
capital
Technology
development
regarding to
application of
remaining heat
Shenzhen (excluding RMB
New Power Subsidia restricted items) 113.85 271,235,504.1 110,818,246 31,022,338.8 31,022,338.8
Power 82,457,140.09
Industrial ry and power millio 4 .99 6 6
Co., Ltd. generation with n
remaining heat.
Add: power
generation
through burning
machines.
Shenzhen
Shen Nan
RMB
Dian Environme
Subsidia 79 134,654,917.3 52,874,721.
Environme ntal Sludge drying 79,721,448.29 304,670.45 1,219,191.61
ry millio 6 90
nt protection
n
Protection
Co., Ltd.
Engaged in the
Shenzhen technology
Shennandia consultant service
Engineering RMB
n Turbine of gas-steam
Subsidia technology 10 111,940,611.3 5,957,711.2
Engineerin combined cycle 27,200,831.17 -14,146.84 1,001,572.64
ry consulting millio 6 7
g power plant
service n
Technology (station),
Co., Ltd. maintenance and
overhaul of
18
深圳南山热电股份有限公司 2014 年年度报告全文
running
equipment for
gas-steam
combined cycle
power plant
(station). Import
and export of
goods and
technology
(excluding
distribution and
monopolized
commodity of the
State)
Self-operation of
fuel oil or import
agent business;
Trading(manufact
ure, storage and
transportation
excluded) of
diesel,
lubricating,
liquefied
petroleum gas,
natural gas,
Shenzhen compressed gas
Server & liquefied gas RMB
Petrochemi Subsidia and chemical 53.3 154,867,938.5 115,914,300.2 136,106,061 -10,549,735. -10,133,637.
Energy
cal ry products(chemica millio 2 8 .11 44 05
Supplying l hazard n
Co., Ltd excluded);
investment,
construction and
technical
assistance of
relevant
supporting
facility of
liquefied
petroleum gas
and natural gas;
import and export
of cargo and
19
深圳南山热电股份有限公司 2014 年年度报告全文
technologies,
domestic
trading(monopoli
zed commodity
and commodity
under special
government
control
excluded);
leasing business.
Licensing
project: fuel oil
warehousing
(refined oil
products
excluded);
ordinary freight,
cargo specific
transportation
(container) and
cargo specific
transportation
(pot-type)
power generation
by burning
machines, power
generation by
remaining heat,
power supply and
heat supply
Shen Nan
(excluding
Dian RMB
pipeline network
(Zhongsha Subsidia 746.8 886,575,995.9 306,682,105 -185,980,507 -76,726,665.
Electricity of heat supply), 82,930,568.83
n) Electric ry millio 5 .05 .31 01
lease of dock and
Power Co., n
oil storage
Ltd.
(excluding oil
products,
dangerous
chemicals and
inflammable and
explosive
materials).
Shen Nan Construction and US
Subsidia Electricity
Dian operation of $ 35.0 952,829,224.3 198,962,757.2 241,999,248 -244,433,443 -121,866,207
20
深圳南山热电股份有限公司 2014 年年度报告全文
(Dongguan ry natural gas power 4 4 2 .57 .96 .45
) Weimei plants. millio
Electric n
Power Co.,
Ltd
Shen Nan Oil product US
Energy Subsidia trading, spare $ 0.9
Trade 4,672,840.79 2,279,307.29 / -179,276.63 -179,276.63
(Singapore) ry part of the gas millio
Co., Ltd. turbine agent n
Development,
building &
operating and
management of
the nuclear power
project;
producing
electricity and RMB
CPI Jiangxi Stock relevant products;
foreign trade 1127.2
Nuclear jointly Nuclear 2,859,022,707 1,127,270,000
operation(excludi 7 / / /
Power Co., compan Power .41 .00
ng the import and millio
Ltd. y export business
n
of cargo exercise
state-run trading
management);
(except for the
projects with
special
permission from
the State)
Real estate
development,
property
Zhongshan management,
RMB
Shenzhong sales and leasing
Subsidia 177.80 1,030,035,849 -142,204,364. -121,022,752 -121,013,967
Real Estate Real Estate business of 25,641.03
ry millio .85 67 .83 .83
Developme self-owned
n
nt Co., Ltd commercial
housing, real
setae investment
Investment of
real estate and
Zhongshan property
Shenzhong management (the RMB
above projects
Real Estate Subsidia shall operate with 60 214,111,618.7 -15,574,286. -15,574,286.
Real Estate 35,563,514.20 /
Investment ry the qualification millio 2 24 24
certificate), sale
Properties and leasing n
Co., Ltd business of the
self-owned
commercial
21
深圳南山热电股份有限公司 2014 年年度报告全文
housing
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
No influence on operation
Zhongshan Shennandian In order to vitalize the assets of performance of the Company
Investment
Warehouse Co., Ltd. wharf at oil terminal and controlling subsidiary
temporary
5. Major projects invested by non-raised fund
√Applicable □Not applicable
In 10 thousand Yuan
Accumulated
Disclosure
Total Invested in this fund actually Disclosure date
Project Progress Project benefit index (if
investment year till end of this (if applicable)
applicable)
period
CPI Jiangxi Conducting pr
http://www.cni
Nuclear Power 34,785 0 5,731.5 eliminary wor N/A 2009-12-29
nfo.com.cn/
Co., Ltd. ks
Total 34,785 0 5,731.5 -- -- -- --
VII. Prediction of business performance from January – September 2015
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
VIII. Special purpose vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Prospect for future development of the Company
1. The country's macroeconomic environment changes: As China's economic development has entered a new
normal, the economic growth has changed from the high speed growth to the medium high speed growth, the
economic development mode has changed from the intensive growth of scope and speed to the intensive growth
of quality and efficiency, the economic structure has changed from increment and capacity expansion as primary
to the profound adjustment of concurrent stock adjustment and optimization increment. The country's electricity
supply situation will change from the overall balance to partial excess.
22
深圳南山热电股份有限公司 2014 年年度报告全文
2. The national industrial policy analysis: the national reformation of electric power system is gradually
deepening, along with the introduction of new electric reformation program, the opening of electric selling
markets, the establishment of relatively independent electricity trading markets, the competition in power
generation industry will become more and more fierce, especially after the combination of natural gas price, the
bidding ability of gas power generation industry will be weaker and weaker. Though there are many negative
factors, the country has made instructions to promote the full development and running of clean energy. The
national reformation of electric power system provides both challenges and opportunities to the gas power
generation enterprises.
3. The situation analysis of electricity supply and demand in Guangdong Province: In 2015, the electricity
demand of Guangdong Province is growing steadily, the annual total electricity consumption is expected to reach
553 billion kWh, an increase of 5.5% over the previous year, the power supply can basically meet the
requirements. In 2015, the regulated and purchased electric quantity of the whole province reaches 526 billion
kWh, an increase of 6.0%; the west electricity to Guangdong is planned to reach 155.4 billion kWh, which is
basically same as the previous year but not excluding the possibility of increasing the quantity; the capacity of the
whole province's newly increased units reaches 9.292 million KW, as there are many newly produced power
supplies, the utilization time of the province's coal power generating units is predicted to be 4550 hours, a
decrease of 200 hours.
4. The situation analysis of electricity supply and demand in Shenzhen City: The on-grid electricity in
Shenzhen is gradually increasing by years from 2008 to 2015, while the electricity of the local dispatching thermal
power generating units decreases by years and will continue the situation of “abundant grid electricity, and
retrenching local dispatching”. In addition, the 9E gas turbine plants with rather high gird electricity price may
face the risks of constantly reducing the generating capacity in view of the pilot policy for the reformation of
electric power system in Shenzhen. In particular, the procedures of the approval for units construction are
incomplete and the license for the electricity generation business has not been obtained, the electricity generation
prospect of many 9E gas turbine power plants is not optimistic, including the company’s three subsidiaries.
5. The analysis of the supporting policies to local industries: Guangdong Province and Shenzhen City have
been supporting the gas turbine plants by adopting the policy that the government subsidizes the electricity price,
as this policy is discussed once per year, the continuity and subsidy level of this supporting policy is uncertain in
this year.
In view of this, the company needs to take good advantages of the country's policy of promoting the full
development and running of clean energy, actively seek for the electricity quantity, reasonable electricity price
and the supporting subsidies of the local governments. The company should give full play to the advantages of the
company's human resources to ensure the safety production of power generation, take use of the opportunity of the
removal of Nanshan Thermal Power Plant, and explore the industrial upgrading of Nanshan Thermal Power Plant.
Meanwhile, the company should seek for the industrial upgrading opportunities of the two plants in Zhongshan
23
深圳南山热电股份有限公司 2014 年年度报告全文
and Dongguan, utilize the listed company platform to develop and reserve the new energy projects, and strive to
realize the capitalization financing in the “13th Five Year”.
X. Statements of the board of directors to the “Modifications to the Auditor’s Report” of the accounting
firm during this report period
□ Applicable √ Not applicable
XI. Compared with the financial reports of previous year, presentation of the changes in accounting
policies, accounting estimate and accounting methods
√Applicable □Not applicable
(1) Change of accounting policy
Accounting policy changed due to new accounting standards implemented
At the beginning of 2014, Ministry of Finance issued the followed rules Cai Kuai [2014] No. 6; No.8; No.10;
No.11; No.14 and No.16, that is "Accounting Standards for Business Enterprises No. 39 - Fair Value
Measurements ", " Accounting Standards for Business Enterprises No. 30 - Presentation of Financial Statements
"(2014 Revised), "Accounting Standards for Business Enterprises No. 9 - Employee Remuneration(2014
Revised)", " Accounting Standards for Business Enterprises No. 33 - Consolidated Financial Statements "(2014
Revised), "Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement", "Accounting
Standards for Business Enterprises No. 2 - Long-term Equity Investments(2014 Revised)" and "Accounting
Standards for Business Enterprises No. 41 - Disclosure of Interests in Other Entities", and requires all the
enterprises implementing the accounting standards to execute since July 1, 2014, encourage the enterprise listed
aboard to exercise ahead of time. Meanwhile, the Ministry of Finance issued the Cai Kuai [2014] No.23
"Accounting Standards for Business Enterprises No. 37 - Presentation of Financial Instruments (2014
Revised)"(“Presentation of Financial Instruments” for short), which requires the enterprises implementing the
accounting standards to present the financial instruments in the financial reports of 2014 and the subsequent
periods in accordance with the requirements of the accounting standards.
Being deliberated and approved by 17th meeting of 6th session of the Board dated 8 August 2014, the Company
executed the above mentioned 7 new or revised accounting standards except the Presentation of Financial
Instruments since 1 July 2014, and started executing the Presentation of Financial Instruments in preparing the
annual financial repot of 2014. And impart on items and amount of current and previous financial statements are
as due to the adjustment for standards engagement:
Standards Changes of accounting policy and impacts on the Company Amount impact on relevant financial statement
dated 1 January 2014/ for year of 2013
Items Amount impact
Increase +/decrease -
Accounting Before “Accounting Standards for Business Enterprises No.
Standards for 2 - Long-term Equity Investments(2014 Revised)”
Financial assets
Business executed, as for the equity investment of the invested entity 59,815,000.00
available for sale
Enterprises No. 2 without common controls or significant influence and
- Long-term which has no quota in an active price and with its fair value
24
深圳南山热电股份有限公司 2014 年年度报告全文
Standards Changes of accounting policy and impacts on the Company Amount impact on relevant financial statement
dated 1 January 2014/ for year of 2013
Items Amount impact
Increase +/decrease -
Equity can not be measured reliably, reckoned as long-term equity
Investments investment by cost method. After “Accounting Standards
for Business Enterprises No. 2 - Long-term Equity
Investments(2014 Revised)” executed, as for the equity
investment of the invested entity without common controls Long-term equity
-59,815,000.00
or significant influence and which has no quota in an active investment
price and with its fair value can not be measured reliably,
reckoned as financial assets available for sale. The
Company running an accounting treatment for the change
of policy on retrospective application.
Accounting
After “Accounting Standard for Business Enterprises No. Deferred income 50,713,516.50
Standards for
30 – Presentation of Financial Statements”, the deferred
Business income and financial asses or liability who measured by
Enterprises No. fair value and with its variation reckoned into current
gains/losses shall be listed separately, the Company use Other non-current
30 - Presentation -50,713,516.50
retrospective application on the above accounting policy liabilities
of Financial changed in accounting.
Statements
(2) Changes of accounting estimate
Main accounting estimate of the Company has no change in the Period
XII. Particular about major accounting errors correction that needs retroactive re-statement
in reporting period
□ Applicable √ Not applicable
No particular about major accounting errors correction that needs retroactive re-statement for the Company in the reporting.
XIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√Applicable □Not applicable
In the Year, controlling subsidiary Shen Nan Dian Zhongshan Company established the Zhongshan Shen Nan Dian Storage Co., Ltd.
in Zhongshan, and the company included in consolidate scope since 2014
XIV. Profit and dividend distribution
Formulation, execution or adjustment for profit distribution policy in reporting period
√Applicable □Not applicable
(1) In May, 2012, the Company established cash dividends policy and revised “Articles of Association” in accordance with “Decision
25
深圳南山热电股份有限公司 2014 年年度报告全文
to revise the provisions of cash dividends in listed company” of China Securities Regulatory Commission. The Company’s profit
distribution plan of 2010 was considered and adopted by the fortieth meeting of the fifth board of directors and 2010 annual general
meeting of stockholders, and the profit distribution plan of 2011 was considered and adopted by the seventh meeting of the sixth
board of directors and 2011 annual general meeting of stockholders, and the cash dividends met the requirements of decision-making
procedures and “Articles of Association”.
(2) During the report period, in accordance with the requirements of “Notification about seriously implementing the notification to
further implement the issues related to cash dividends in listed companies” (Shenzhen Bureau Zi No.[2012]43) issued by Shenzhen
Securities Regulatory Bureau, the Company provided opportunities for shareholders to fully express opinions and demands via
telephone, fax, email and investor interactive platform, combined the actual situation of the company and prepared “Returns Planning
of Shareholders in the Next Three Years” (2012 to 2014), defined the dividend standard and proportion, and completed relevant
decision-making procedures and mechanism, the independent directors performed corresponding duties and made independent
opinions, maintained the legitimate interests of all shareholders especially the medium and small shareholders, and revised relevant
profit distribution policy terms of “Articles of Association”. “Returns Planning of Shareholders in the Next Three Years” (2012 to
2014) and newly revised “Articles of Association” have been considered and adopted by the tenth meeting of the sixth board of
directors and have been submitted to the second extraordinary shareholders’ meeting of 2012 for deliberation before being
implemented.
(3) The preplan of profit distribution for year of 2014 and capitalizing of common reserves plan and deliberation process comply with
relevant regulation of Article of Association and Returns Planning of Shareholders in the Next Three Years (2012 to 2014),
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 Article
Y
of Association (Y/N):
Well-defined and clearly dividend standards and proportion
Y
(Y/N):
Completed relevant decision-making process and mechanism
Y
(Y/N):
Independent directors perform duties completely and play a
Y
proper role (Y/N):
Minority shareholders have opportunity to express opinions and
Y
demands totally and their legal rights are fully protected (Y/N):
Condition and procedures are compliance and transparent while
Not applicable
the cash bonus policy adjusted or changed (Y/N):
Profit distribution plan and capitalizing of common reserves plan in latest three years (including the reporting period)
(1) In 2012, Being audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for
year of 2012 amounting as RMB -204,455,643.36. The Company has no plans of surplus accumulation fund accrual, no profit
distribution plan and capitalizing of common reserves either.
(2) In 2013, Ruihua CPA (special general partnership) audited that the net profits attributable to the shareholders of the listed
companies reached 53,099,116.45 yuan. In 2013, as the government subsidies for electricity generation was seriously late to be
retrieved, the company had inactive lands of 1.2 billion yuan in inventory at the end of the year, accounting for 9.2% of the inventory,
which occupied some of the company's liquidity, as the lands were not developed during the reporting period and haven’t generate
26
深圳南山热电股份有限公司 2014 年年度报告全文
the corresponding cash flow, the company’s financial situation is still tense. In 2013, the company’s debt-to-assets ratio has reached
66.92%, the current ratio and quick ratio were still at a low level, and the company’s short-term debt paying ability is poor. In order
to ensure the capital chain security and guarantee the normal production and management, the company has invested the limited
funds into the production and management. Meanwhile, combining with the company’s current management situation and
development needs, the company carried over the undistributed profits of 302,714,103.81 yuan up to the end of 2013 to the next year
so as to further improve the short-term debt paying ability and enhance the company's overall profitability
(3) In 2014, Being audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for
year of 2014 amounting as RMB -330,513,284.99. 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 Ratio in net profit
attributable to attributable to
shareholders of shareholders of Proportion of the
Year for bonus Amount for cash Amount reckoned
amount reckoned
listed company in listed company into cash bonus from
shares bonus (tax included) into cash bonus from
consolidation contained in cash repurchase
cash repurchase (%)
statement for bonus consolidation
year statement (%)
2014 0 -330,513,284.99 0 0 0
2013 0 53,099,116.45 0 0 0
2012 0 -204,455,643.36 0 0 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
XV. Profit distribution and capitalization of capital reserves in the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year
XVI. Social responsibility
√Applicable □Not applicable
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. 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.
The listed company and subsidiaries is in the range of heavy pollution industry that regulated by State environment protection
27
深圳南山热电股份有限公司 2014 年年度报告全文
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
XVII. In the report period, reception of research, communication and interview
√Applicable □Not applicable
Contents discussed and
Time Place Way Type Reception
material provided
Conference room of the Operation status of the
2014-05-16 Field research Individual Investor
Company Company
Basic operation status of the
Investor relation Written Company, financial situation;
In 2014 Individual Investor (45)
interactive platform inquiries reduction of shareholders
and company profile
Disclosed, released or let out major undisclosed
No
information
28
深圳南山热电股份有限公司 2014 年年度报告全文
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
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in the Period.
IV. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
V.Trade of assets
1. Purchase of assets
□ Applicable √ Not applicable
No purchase of assets for the Company in reporting period
2. Sales of assets
□ Applicable √ Not applicable
No sales of assets for the Company in reporting period
3. Enterprise merger
□ Applicable √ Not applicable
No enterprise merger for the Company in reporting period
VI. Implementation of the company’s equity incentive and the effects
□ Applicable √ Not applicable
No implementation of equity incentive plan for the Company in reporting period
29
深圳南山热电股份有限公司 2014 年年度报告全文
VII. Significant related transaction
1. Related transaction with daily operation concerned
□ Applicable √ Not applicable
No related transaction with daily operation concerned for the Company in reporting period
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period
4. Credits and liability of related party
√Applicable □Not applicable
Whether have non-operation related liabilities and credits relations or not
√ 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 No 11,168.9 -1,681.94 9,486.96
Technology Co., Ltd. party open credit
Financial
Shenzhen Shennandian claim
Profit
Turbine Engineering Subsidiary receivable No 5,626.5 2,323.03 7,949.53
distribution
Technology Co., Ltd. from related
party
Financial
Shen Nan Dian claim Routine
(Zhongshan) Electric Subsidiary receivable operation No 62,072.85 1,420.81 63,493.66
Power Co., Ltd. from related open credit
party
Financial
Zhongshan Shenzhong claim Routine
Real Estate Subsidiary receivable operation No 77,479.88 6,772.22 84,252.1
Development Co., Ltd from related open credit
party
Zhongshan Shenzhong Financial Routine
Subsidiary No 8,771.77 592.28 9,364.05
Real Estate Investment claim operation
30
深圳南山热电股份有限公司 2014 年年度报告全文
Property Co., Ltd receivable open credit
from related
party
Financial
Shen Nan Dian
claim Routine
(Dongguan) Weimei
Subsidiary receivable operation No 6,233.57 5,180.11 11,413.68
Electric Power Co.,
from related open credit
Ltd
party
Shen Nan Dian
Debt payable Routine
(Dongguan) Weimei
Subsidiary to related operation No 738.82 0 738.82
Electric Power Co.,
party open credit
Ltd
Debt payable Routine
Shenzhen New Power
Subsidiary to related operation No 55,224.39 -58,084.85 -2,860.46
Industrial Co., Ltd.
party open credit
Financial
claim
Shenzhen New Power Profit
Subsidiary receivable No 59,787.59 -59,787.59 0
Industrial Co., Ltd. distribution
from related
party
Shenzhen Server Debt payable Routine
Petrochemical Subsidiary to related operation No 12.78 -12.78 0
Supplying Co., Ltd party open credit
Shenzhen Server Debt payable Routine
Petrochemical Subsidiary to related operation No 8,048.56 -4,901.86 3,146.7
Supplying Co., Ltd party open credit
Financial
Shenzhen Shen Nan claim Routine
Dian Environment Subsidiary receivable operation No 4,139.66 -3,323.96 815.7
Protection Co., Ltd. from related open credit
party
Financial
claim Routine
Shen Nan Energy
Subsidiary receivable operation No 21.23 0 21.23
(Singapore) Co., Ltd.
from related open credit
party
Financial
claim Routine
Hong Kong
Subsidiary receivable operation No 6.49 1.61 8.1
Syndisome Co., Ltd.
from related open credit
party
31
深圳南山热电股份有限公司 2014 年年度报告全文
Debt payable Routine
Hong Kong
Subsidiary to related operation No 162.69 184.28 346.97
Syndisome Co., Ltd.
party open credit
Influence on operation results and
Current assets RMB 468.2149 million decreased and current liability RMB 644.7159
financial status from related credit and
million declined in the Period
debts
5. Other related transactions
□ Applicable √ Not applicable
The Company has no other related transactions in reporting period.
VIII. Significant contracts and its implementation
1. Trusteeship, contracting and lease
(1) Trusteeship
√Applicable □Not applicable
Note of 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 4.4382 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
No items generated over 10% gains/losses in total profit in reporting period for the Company in the Period.
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period
2. Guarantees
√Applicable □Not applicable
In 10 thousand Yuan
Guarantee of the Company for the subsidiaries
Name of the Related Guarantee Actual date of Actual Guarantee Guarantee Complete Guarante
Company guaranteed Announcem limit happening guarantee limit type term implemen e for
32
深圳南山热电股份有限公司 2014 年年度报告全文
ent (Date of tation or related
disclosure signing not party
date agreement)
Shen Nan Dian
General
Environment 2014-04-25 2,500 2014-12-10 2,500 One year No Yes
assurance
Protection Company
Shen Nan Dian General
2014-04-25 25,000 2014-07-02 25,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 10,000 2014-04-30 10,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 7,000 2014-06-04 7,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 24,000 2013-09-06 10,000 Two years No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 21,000 2014-03-17 3,500 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 5,000 2014-06-17 5,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 10,000 2014-12-10 1,500 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2014-04-25 10,000 2014-05-16 5,500 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2014-04-25 10,000 2014-11-01 4,389 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2014-04-25 10,000 2014-05-09 0 Two years No Yes
Zhongshan Company assurance
Shen Nan Dian General
2014-04-25 3,500 2014-06-30 3,500 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2014-04-25 10,000 2014-12-12 0 One year No Yes
Zhongshan Company assurance
New Power General
2014-04-25 10,000 2014-07-28 10,000 One year No Yes
Company assurance
New Power General
2014-04-25 10,000 2014-12-05 5,000 One year No Yes
Company assurance
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in 168,000 92,889
subsidiaries in report period
report period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 168,000 92,889
the end of reporting period
end of reporting period (B3)
(B4)
Total amount of guarantee of the Company( total of two abovementioned guarantee)
33
深圳南山热电股份有限公司 2014 年年度报告全文
Total amount of approving Total amount of actual
guarantee in report period 168,000 occurred guarantee in report 92,889
(A1+B1) period (A2+B2)
Total amount of approved Total balance of actual
guarantee at the end of report 168,000 guarantee at the end of report 92,889
period (A3+B3) period (A4+B4)
The proportion of the total amount of actually guarantee in the
73.11%
net assets of the Company (that is A4+ B4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(C)
The debts guarantee amount provided for the guaranteed parties
75,389
whose assets-liability ratio exceed 70% directly or indirectly(D)
Proportion of total amount of guarantee in net assets of the
29,365.27
Company exceed 50%(E)
Total amount of the aforesaid three guarantees(C+D+E) 104,754.27
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)
(1) Guarantee provided against regulations
□ Applicable √ Not applicable
No guarantee outside against the regulation in Period
3. Other significant contract
√Applicable □Not applicable
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
Guangdo
g three
ng Trade
parts: Implemen
Branch of
The 2013-01- price of ting
CNOOC No
Company 15 LNG, relevant
Gas &
comprehe contracts
Power
nsive
Group
service
34
深圳南山热电股份有限公司 2014 年年度报告全文
charge
and taxes.
The
prices of
LNG will
sets in
two
difference
prices in
two
period
times of
2013 and
2014 and
later
contract
years.
Consistin
g three
Guangdo
parts:
Shen Nan ng Trade
price of Implemen
Dian Branch of
2013-12- LNG, ting
Donggua CNOOC No
21 comprehe relevant
n Gas &
nsive contracts
Company Power
service
Group
charge
and taxes.
Consistin
g three
Guangdo
parts:
Shen Nan ng Trade
price of Implemen
Dian Branch of
2014-05- LNG, ting
Zhongsha CNOOC No
31 comprehe relevant
n Gas &
nsive contracts
Company Power
service
Group
charge
and taxes.
4. Other significant transaction
□ Applicable √ Not applicable
No other material transactions for the Company in reporting period
35
深圳南山热电股份有限公司 2014 年年度报告全文
IX. Implementation of commitments
1. Commitments made by the Company or shareholders holding above 5% shares of the Company in
reporting period or extending to reporting period
√Applicable □Not applicable
Commitment Commitment
Commitments Accepter Contents Implementation
time period
Commitments for
Share Merger Reform
Commitments in report of acquisition or
equity change
Commitments in assets replacement
Commitments make in Initial public
offering or re-financing
Within 3 months
since the day of
termination of
the private
placement and
resumption of
trading, the
Other commitments for minority
The Company Company 2014-08-21 3 months Completed
shareholders
committed no
longer planning
private
placement and
other material
assts
restructuring
Commitment completed on time Yes
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
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)
36
深圳南山热电股份有限公司 2014 年年度报告全文
Continuous life of auditing service for foreign
2 years
accounting firm
Name of domestic CPA Pan Xinhua, Cao Chuang
Whether re-appointed accounting firms in this period or not
□Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □Not applicable
In the Period, Ruihua Certified Public Accountants Co., Ltd. (LLP) was appointed as the internal control auditing authority of the
Company for year of 2014 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
□ Applicable √ Not applicable
XII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
XIII. Suspension and delisting after disclosure of annual report
□ Applicable √ Not applicable
XIV. Other material events
√Applicable □Not applicable
1, On March 12, 2008, the company signed two oil option contract confirmations with J. Aron (Singapore) Private
Company (hereinafter referred to as " J. Aron Company") which has been terminated in November, 2008, but both
parties still have the controversy over the related transactions (see details on the “Notice of significant events” and
“Notice of the progress of significant events” which the company published on October 21, 2008 and October 27,
2008 and the descriptions of significant events in the periodical reports from 2008 to 2013). During the reporting
period, after several rounds of negotiations, the company and J. Aron Company have signed the settlement
agreement on November 12, 2014 which finally reached a comprehensive reconciliation on condition that both
parties should not assume any responsibilities and completely relieved all responsibilities. The terms of this
settlement agreement did not have any significant impact on the company's current financial conditions.
2. During the reporting period, the company has planned and prepared the non-public offering matters which still
have large uncertainties, in order to prevent the stock price fluctuations caused by it to the company, the company's
stock has been suspended on January 9, 2014 after the opening, during the suspension period, the company has
published the announcement about the progress in accordance with the relevant regulations once a week and
seriously fulfilled the obligation of information disclosure.
37
深圳南山热电股份有限公司 2014 年年度报告全文
On August 20, 2014, the company received the “Letter about terminating the project cooperation with Shenzhen
Nanshan Power Co., Ltd.” sent by the strategic investors, the company has announced to terminate the planning
and preparation for this non-public offering of stock, and the company's stock has resumed the trading since the
opening on August 21, 2014.
XV. Significant events of the subsidiaries
√Applicable □Not applicable
In reporting period, controlling subsidiary Shennandian Zhongshan Power Company established a wholly-owned subsidiary
Zhongshan Shennandian Warehouse Co., Ltd. with business scope of warehousing service, oil depot and pier lease. Zhongshan
Shennandian Warehouse Co., Ltd. included in consolidated statement of the Company since date of founded. The new company
shows no influence on operation performance of the Company and controlling subsidiary temporary during the process of
construction.
XVI. Corporate bond offering
□ Applicable √ Not applicable
38
深圳南山热电股份有限公司 2014 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in shares
1. Changes in shares
In shares
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitalizat
New
Bonus ion of Proportio
Amount Proportion shares Others Subtotal Amount
shares public n
issued
reserve
I. Restricted shares 18,263 0.0030% 1,757 1,757 20,020 0.0033%
3. Other domestic
18,263 0.0030% 1,757 1,757 20,020 0.0033%
shareholding
Domestic nature
18,263 0.0030% 1,757 1,757 20,020 0.0033%
person shares
602,744,3 602,742,5
II. Unrestricted shares 100.00% -1,757 -1,757 100.00%
33 76
338,894,0 338,893,6
1. RMB Ordinary shares 56.22% -382 -382 56.22%
12 30
2. Domestically listed 263,850,3 263,848,9
43.77% -1,375 -1,375 43.77%
foreign shares 21 46
602,762,5 602,762,5
III. Total shares 100.00% 100.00%
96 96
Reasons for share changed
√Applicable □Not applicable
Shares chanegd due to the changed of staff supervisor
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
2. Changes of shares restricted
√Applicable □Not applicable
39
深圳南山热电股份有限公司 2014 年年度报告全文
In Share
Restricted shares
Sharehold Restricted shares Share released in the Restricted shares Restriction
increased in the Date for released
er at period-begin Period at period-end reasons
Period
Peng Bo Pursuit to relevant
1,145 0 382 1,527 -
彭勃 laws and
Li Huiwen 4,125 0 1,375 5,500 regulations -
Total 5,270 0 1,757 7,027 -- --
II. Securities issue and listing
1. Previous security offering in latest three years at period-end
□ Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √ Not applicable
3. Existing internal staff shares
□ Applicable √ Not applicable
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In shares
Total preference
shareholders with
Total common voting rights
Total common shareholders at end
shareholders in 41,004 of the 5th trading day 43,017 recovered at end of
reporting period-end before annual report
disclosed reporting period (if
applicable) (see Note
8)
Particulars about shares held above 5% by shareholders or top 10 shareholding
Total Number of share pledged/frozen
sharehold Amount Amount of
Proportio Changes
Full name of Nature of n of ers at of restrict un-restrict
in report
Shareholders shareholder shares the end of shares shares State of share Amount
held period
report held held
period
40
深圳南山热电股份有限公司 2014 年年度报告全文
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
10.80% 0
(GROUP) CO., person 0 0
LTD.
Shenzhen
Guoneng State-owned legal 30,038,10 -2,635,46 30,038,10
4.98% 0
International person 00 0
Trading Co., LTD
Tengda Property Overseas legal 12,017,57 -37,408,9 12,017,57
1.99% 0
Co.,LTD. person 8 40 8
Shanghai
Overseas legal
Wanguo 0.46% 2,748,751 0 2,748,751
person
Securiteis (H.K.)
Domestic nature
Yang Fangping 0.42% 2,536,900 0 2,536,900
person
Domestic nature
Xie Zuogang 0.31% 1,862,886 0 1,862,886
person
China Everbright
Bank Co., Ltd. –
Everbright
Prudential Other 0.29% 1,776,177 0 1,776,177
Quantization
Core Security
Fund
YAO XIU Overseas nature
0.29% 1,771,100 0 1,771,100
GUANG 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 2. The Company is unknown whether there exists associated relationship or belongs to the
41
深圳南山热电股份有限公司 2014 年年度报告全文
consistent actor among the other 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
Shenzhen Guoneng International RMB common
30,038,100 30,038,100
Trading Co., LTD shares
Domestically
Tengda Property Co.,LTD. 12,017,578 listed foreign 12,017,578
shares
Domestically
Shanghai Wanguo Securiteis (H.K.) 2,748,751 listed foreign 2,748,751
shares
Domestically
Yang Fangping 2,536,900 listed foreign 2,536,900
shares
Domestically
Xie Zuogang 1,862,886 listed foreign 1,862,886
shares
China Everbright Bank Co., Ltd. –
RMB common
Everbright Prudential Quantization 1,776,177 1,776,177
shares
Core Security Fund
Domestically
YAO XIU GUANG 1,771,100 listed foreign 1,771,100
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
top 10 un-restrict shareholders and
consistent actors.
top 10 shareholders
2. Controlling shareholder of the Company
No controlling shareholder of the Company and no changes for the aforesaid condition in reporting period.
42
深圳南山热电股份有限公司 2014 年年度报告全文
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
Relation schema of property rights and control between the Company and main shareholders:
43
深圳南山热电股份有限公司 2014 年年度报告全文
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 Docheng Weiye
Group Energy International Limited
Nam Hoi Guangju Hong Kong Shenzhen
(international) Industrial Tengda Guoneng Trade
The Company
IV. Share holding increasing plan proposed or implemented in reporting period from
shareholder of the Company and its concerted action person
□ Applicable √ Not applicable
As far as the Company known, there are no shareholders of the Company and their concerted action people propose or implement
overweight in the Period
44
深圳南山热电股份有限公司 2014 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the reporting.
45
深圳南山热电股份有限公司 2014 年年度报告全文
Section VIII. 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 Start dated End date held at held at
Title Sex Age of office of office in this in this
Name status period-beg period-end
term term
period period
in (Share) (Share)
(Share) (Share)
Yang Currently 2014-11-1 2017-11-1
Chairman M 58 0 0 0 0
Haixian in office 3 2
Li
Currently 2014-11-1 2017-11-1
Hongshen Vice chairman M 51 0 0 0 0
in office 3 2
g
Yang Leave the 2014-11-1 2015-03-2
Vice chairman M 53 0 0 0 0
Wenhua post 3 6
Wang Leave the 2012-11-1 2014-08-0
Vice chairman M 46 0 0 0 0
Difei post 7 8
Wu Managing Currently
M 50 2015-4-3 2018-04-2 0 0 0 0
Xiangdong director in office
Managing Leave the 2014-11-1 2015-04-0
Fu Bo M 52 0 0 0 0
director post 3 2
Huang Leave the 2011-05-2 2014-11-1
Director M 60 0 0 0 0
Fuhan post 5 3
Yu Currently 2014-11-1 2017-11-1
Director F 49 0 0 0 0
Chunling in office 3 2
Currently 2014-11-1 2017-11-1
Zhou Qun Director M 50 0 0 0 0
in office 3 2
Qiang Currently 2014-11-1 2017-11-1
Director M 45 0 0 0 0
Wenqiao in office 3 2
Chen Currently 2014-11-1 2017-11-1
Director F 51 0 0 0 0
Lihong in office 3 2
Sun Leave the 2014-11-1 2015-03-2
Director M 49 0 0 0 0
Jianxin post 3 6
Independent Currently 2014-11-1 2017-11-1
Li Zheng M 57 0 0 0 0
director in office 3 2
Wang Independent Currently M 54 2014-11-1 2017-11-1 0 0 0 0
46
深圳南山热电股份有限公司 2014 年年度报告全文
Xiaodong director in office 3 2
Wang Independent Currently 2014-11-1 2017-11-1
M 54 0 0 0 0
Junsheng director in office 3 2
Tang Independent Currently 2014-11-1 2017-11-1
M 54 0 0 0 0
Tianyun director in office 3 2
Pan Independent Currently 2014-11-1 2017-11-1
M 68 0 0 0 0
Chengwei director in office 3 2
Liao Independent Currently 2014-11-1 2017-11-1
M 44 0 0 0 0
Nangang director in office 3 2
Zhao Chief Currently 2014-11-1 2017-11-1
M 56 0 0 0 0
Xiangzhi supervisor in office 3 2
Ma Currently 2014-11-1 2017-11-1
Supervisor F 52 0 0 0 0
Fengming in office 3 2
Ji Currently 2014-11-1 2017-11-1
Supervisor F 47 0 0 0 0
Yuanhong in office 3 2
Huang Leave the 2014-11-1 2015-03-2
Supervisor M 49 0 0 0 0
Zhihong post 3 6
Leave the 2012-11-1 2014-08-0
Li Jianjun Supervisor M 51 0 0 0 0
post 7 8
Zheng Leave the 2011-05-2 2014-11-1
Staff supervisor M 50 0 0 0 0
Dalei post 5 1
Leave the 2011-05-2 2014-11-1
Peng Bo Staff supervisor M 41 1,527 0 0 1,527
post 5 1
Leave the 2011-05-2 2014-11-1
Li Huiwen Staff supervisor F 52 5,500 0 0 5,500
post 5 1
Leave the 2011-05-2 2014-11-1
Tao Lin Staff supervisor M 47 0 0 0 0
post 5 1
Currently 2014-11-1 2017-11-1
Ding Weili Staff supervisor M 54 0 0 0 0
in office 3 2
Currently 2014-11-1 2017-11-1
Yan Ping Staff supervisor M 48 0 0 0 0
in office 3 2
Zhang Currently 2014-11-1 2017-11-1
Staff supervisor M 50 0 0 0 0
Yunlong in office 3 2
Liang Currently 2014-11-1 2017-11-1
Staff supervisor M 46 0 0 0 0
Jianqiang in office 3 2
Standing deputy Currently 2015-04-0 2018-04-0
Ji Ming M 58 0 0 0 0
GM in office 3 2
Currently 2015-04-0 2018-04-0
Lin Qing Deputy GM F 50 0 0 0 0
in office 3 2
47
深圳南山热电股份有限公司 2014 年年度报告全文
Currently 2015-04-0 2018-04-0
Zhang Jie Deputy GM F 46 17,325 0 0 17,325
in office 3 2
Currently 2015-04-0 2018-04-0
Zhu Wei Deputy GM M 57 0 0 0 0
in office 3 2
Wang Currently 2015-04-0 2018-04-0
Chief engineer M 53 0 0 0 0
Rendong in office 3 2
Huang Currently 2015-04-0 2018-04-0
CFO M 44 0 0 0 0
Jian in office 3 2
Lv Leave the 2011-07-0 2015-04-0
CFO M 52 0 0 0 0
Xiaoping post 8 3
Secretary of the Currently 2014-11-1 2017-11-1
Hu Qin F 47 0 0 0 0
Board in office 3 2
Total -- -- -- -- -- -- 24,352 0 0 24,352
II. Post-holding
Major working experience of directors, supervisors and senior executive at the present in latest five years
Mr. Yang Haixian, 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 the Compan, member of the Party committee of Shenzhen Energy Group Co., Ltd.; Chairman of
Singapore Company and director of Shenzhen Energy Environment Protection Company.The representative of 4th and 5th session of
Shenzhen Municipal People's Congress and member of Economic Work Committee of Shenzhen Municipal Standing Committee of
People's Congress.
Mr. Li Hongsheng, Communist party member, a master. In 2004, he served as director of Shenzhen Guangju Investment Holding
(Group) Co., Ltd, director financial controller of Shenzhen Guangju Energy Co., Ltd, chairman of Shenzhen Yangrun Investment Co.,
Ltd.;From December 2007 to now he serves as Managing director of Shenzhen Guangju Energy Co., Ltd. and chairman of Guangju
Energy (HK) Co., Ltd.
Mr. Yang Wenhua, bachelor degree. He successively served as deputy GM of the property department in Huaneng Southern
Company, GM of the Juye Property Company under the Shenzhen Guodian Technology Co., Ltd., GM assistant, GM of the
management department, labour union chairman and secretary of commission of the Shenzhen Guodian Trade Group Co., Ltd.,
chairman and Party branch secretary(department-level) of Shenzhen Guodian Logistic Co., Ltd. since 1989; now he serves as the
director, GM and deputy party secretary of Shenzhen Guoneng International Trading 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
Co., Ltd.
48
深圳南山热电股份有限公司 2014 年年度报告全文
Mr. Wu Dongxiang, born in 1964, a bachelor degree, graduated from Shanghai Fiance Collegae in 1987, major in acounting. He
successively served as infrasturcture treasurer of the financial departmetn of Mawan Power Plant Co., Ltd., deputy director of the
financial department of barnch of Energy Group, deputy chief accountant of Tongling Shenneng Power Co., Ltd., director and deputy
GM of Eastern Power Plan, director of financial management department and party branch secretary of Shenzhen Energy Group Co.,
Ltd. Now he serves as member of the CCDI in Shenzhen Energy Group Co., Ltd., GM of the financial management department and
party branch secretary of Shenzhen Energy Group Co., Ltd. and chairman and GM of the Sichuan Shenneng Power Investment Co.,
Ltd. and chairman of the Hechihui Power Co., Ltd. he serves as director GM of the Company since April 2015
Mr. Fu Bo, managing director and MBA, was graduated from the specialty of aero-engine, Xi’an Air Force Engineering University.
Served as lecturer in deparment of mechanial engineering of the Xi’an Air Force Engineering College. He served as secretary of
general manager, vice director and director of the office, secretary of the board and deputy general manager of the company since
August 1993. And he serves as managing director of the Company since from January 2005 to March 2014.
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; and he served as deputy director of science and technology innovation
committee of SHENZHEN ENERGY (GROUP) CO., LTD.
Ms. Yu Chunling, 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, 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.
Mr. Qiang Wenqiao, master, graduated from Xi’an Jiaotong University, major in electric. He worked in Shenzhen Mawan Power Co.,
Ltd. since 1991, served as deputy director of the management department of Shenzhen Energy Group since 2006, he successively
served senior manager, chief of the property rights legal department of Shenzhen Energy Group Co., Ltd. since 2008; now he serves
as GM of the property rights legal department of Shenzhen Energy Group Co., Ltd.
49
深圳南山热电股份有限公司 2014 年年度报告全文
Ms. Chen Lihong, member of CPC, an accountant, university graduated. She worked in Shenzhen Guangju Energy Co., Ltd. since
1999; served as supervisor of Shenzhen Nanshan Power Co., Ltd. from October 2006 to May 2011; and serves as director of the
Guangju Energy (H.K.) Co., Ltd. since December 2007; took deputy GM of Shenzhen Guangju Energy Co., Ltd. and director of
Shenzhen Mawan Power Co., Ltd. since May 2011.
Sun Jianxin, Director, 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, Bachelor of Laws, a practicing lawyer. He worked as full-time attorney in Zhenjiang Jinhua Laws Firm in 1983,
served as senior researcher in China (Shenzhen) Comprehensive Development Institute in May 1001, during the period he served as
part-time lawyer in China Legal Affairs Center and Shentianping Laws Firm, served as a partner and practicing lawyer in Guangdong
Renren Laws Firm in 1996. He serves as a partner and practicing lawyer in Guangdong Shentiancheng Laws Firm since August 2010
Mr. Wang Xiaodong, 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, PHD, a 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, 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, 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 serves as independent non-executive director of the China Merchants
Bank Co., Ltd. and independent direcor of CIMC.
Mr. Liao Nangang, bachelor of East China Political Science and Law in law major; working experience: he served as assistant judge
50
深圳南山热电股份有限公司 2014 年年度报告全文
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).
Mr. Zhao Xiangzhi, a senior accountant; he served as deputy director of state-run 5127 plant in 1990, deputy director(leadership level)
of planning office of state-run 5127 plant in 1992; served as deputy chief accountant of Shenzhen Company of China Yanxing and
director of financial dept. from 1993 to 1996; he successively served as CFO of Energy Group, delegated by Shenzhen Investment
Management Company, director, members of discipline committee, director of audit depart. And supervisor of Shenzhen Energy
Group from 1996 to 2003; he served as director of financial management of Shenzhen Energy (Group) Co., Ltd and chairman of
supervisory committee of Shenzhen Energy Investment Co., Ltd from 2003 to 2007; he serves as chairman and secretary of party
committee for Shenzhen Guangshen Shajiao B Power Co., Ltd. and member of discipline committee of Shenzhen Energy Group
from 2007 to April 2012; and serves as chief accountant of Shenzhen Energy Group since May of 2011 and serves as Party
Committee Member of Shenzhen Energy Group Co., Ltd. since June 2012
Ms. Ma Fengming, 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, 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. Huang Zhihong, college degree. He worked successively as workers, statistics and accountant in Shenzhen Fenghua Electric
Trading Co., Ltd. since 1985, casher, accountant and chief accounatn in Shenzhen Yihua Union Trading Co., Ltd., chief accountant
and deputy manager of the financial department of Zhongdianxin Industrial Development Corporation, manager of the finacnial
department of Shenzhen Zhongdianxin International Commerce Trading Co., Ltd., accounant and chief accounant of Shenzhen
Guodian Technology Development Co., Ltd., manager of the financial audit deparment Shenzhen Guodian Science & Trading
Logistic Group Co., ltd., CFO of the Shandong Tai\an Taishan Power Company, director, deputy GM and CFO of the Shandong
Tai\an Taishan Power Company, the deputy director of financial assets department of State Grid International Development Co., ltd.;
now he serves as deputy GM, chief accountant and member of Party Committee of Shenzhen Guoneng International Trading Co.,
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深圳南山热电股份有限公司 2014 年年度报告全文
LTD
Mr. Peng Siqi, born in 1982, member of CPC, a university backgournd. He worked in Shekou China Construction Company, Court
of Nanshan District and Nantou Street Committee, and worked in the secretariat of the Board of Shenzhen Guangju Energy Co., Ltd.
since June 2013. He serves as supervisor of Shenzhen Guangju Yida Hazardous Chemical Substance Storage Co., Ltd. since AUgsut
2013 and serves as supervisor of Shenzhen Shennan Gas Co., Ltd. since Feburary 2015.
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, 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,
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.
Mr. Ding Weili, born in 1960, an economist, master’s degree, and graduated from Guangdong Academy of Social Sciences, major in
economics and management in 2001. He worked in Yingtan, Jiangxi Province from 1978 to 1981. worked in the Jiangxi Medical
Company from 1981 to 1987. worked in Jiangxi Petroleum Corporation Company from 1987 to 1998. served as deputy GM of the
Shenzhen Server Energy Co., Ltd. from 1998 to 2006, sented off by Shenzhen Energy Group. He works in Shenzhen Nanshan Power
Co., Ltd. since March 2006, served as deputy director of comprehensive department of Nanshan Power Plant from 2006 to 2007.
During April 2007 to December 2013, he served as GM assistant of the Shen Nan Dian (Dongguan) Weimei Power Co., ltd, the
subordinate enterpise. Serves as director and standing deputy GM of Shenzhen Server Energy Co., Ltd. since January 2014, the
subordinate enterprise.
Mr. Yan Ping, born in 1966, a senior engieer, bachelor degree and graduated from Wuhan Univ. of Hydr. & Elec. Eng, major in
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深圳南山热电股份有限公司 2014 年年度报告全文
Applied Chemistry. He worked in Jiangxi Jingdezhen Power Station from 1987 to 1991. works in Shenzhen Nanshan Power Co., ltd.
since, he used to served as the specicic responsibility in water of the opertaion department. Served as secretary of the baord and
comprehensive director of the Shen Na Dian (Dongguan) Weimei Power Co., ltd, the subordinate enterpise from June 2005 to April
2007. and transfer as the office director of the headquarters from April 2007 to November 2007. took planning office director of the
sludge drying from November 2007 to September 2009, he served as deputy GM (work as chair)of Shenzhen Shennan
Enviornmental Co., Ltd. from October 2009 to September 2011, the subordinate enterpise, and serves as director and GM of
Shenzhen Shennan Enviornmental Co., Ltd. since October 2011.
Mr. Zhang Yunlong, born in 1964, engineer and junior college degree, he garduated from Nanjing Amateur University of
Technology in 1990, major in mechanical engineering. He worked as technician in gas turbine workshop of the Nanjing Turbo Motor
Factory from 1984 to 1992. worked in Shenzhen Nanshan Power Co., Ltd. since 1993, and once served as the specialist engineer
major in gas turbine of the inspection and maintenance department as well as the assistant for chief engineer. Transfer to worked in
subordinate enterprise Shen Nan Dian Gas Turbine Engineering Technology Co., Ltd. in December 2003, successively served as
chief engineering, deputy GM and chief engineering; and he served as director and standing deputy GM of Shen Nan Dian Gas
Turbine Engineering Technology Co., Ltd. from April 2007 to November 2013, serves as director and GM of the Company since
December 2013
Mr. Liang Jianqiang, born in 1968, an engineer, bachelor degree, graduated from departmetn of engineering physics of Tsinghua
University in 1991, major in nuclear energy and heat energy utilization. He worked in Shenzhen Moon Bay Gas Turbine Power Plant
from 1991 to 1998, successively served as specialist engineer of gas turbine in operation department, sub-director of the gas turbine
in inspection and maintenance department and specialist engineer of plannings in inspection and maintenance department. He works
in Shenzhen Nanshan Power Co., Ltd. since July 1998 transferred by Shenzhen Energy Group Co., Ltd, and successively served as
deputy chief, chief of the inspection and maintenance department, deputy chief of the operation department, director of production
management department and security chief. Served as chief of production technology department and security chief of the
headquarter from May 2005 to November 2013, at the same time, served as director of the Shenzhen New Power Industrial Co., Ltd.
and Shen Nan Dian (Zhongshan) Power Co., Ltd., the subordinate enterprises. He serves as deputy chief of the Nanshan Thermal
Power Plant since December 2013
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, a
deputy director of Wuxi Zhonghua Rust Product Factory and a director of Wuxi Handicraft Factory from 1982 to 1993. Worked in
enterprise management department of Shenzhen Nanshan District Investment Management Company and served as manager of the
investment dept. of Shenzhen Shen Nan Petroleum (Group) Co., Ltd., deputy GM of Shenzhen Guangju Energy Co., Ltd. and GM of
Shenzhen Guangju Power Investment Co., Ltd. from 1993 to 2006. He serves as deputy GM of the Shenzhen Nanshan Power Co.,
Ltd. since December 2006, and also serves as chairman of the Zhongshan Shenzhong Real Estate Development Co., Ltd., subordinate
enterprise, and Zhongshan Shenzhong Real Estate Investment Property Co., Ltd., deputy chairman of Shen Nan Dian (Zhongshan )
Power Co., Ltd., director of Shennan Energy (Singapore) Co., Ltd. and CPI Jiangxi Nuclear Power Co., Ltd.
Ms. Lin Qing, born in 1964, a senior engineer, a master of Electrical Power Engineering from Hunan University. She worked as a
teacher in power departmenmt of Changsha Hydroelectric Teachers College from 1985 to 1990. worked in engineering dept. of
Guangdong Dayawan nuclear plant from 1990 to 1991. she serves as secretary of the comprehensive dept., director of the Shenzhen
Energy Corporation since December 1991, director of office of the Shenzhen Western Power Company, business chief, party
department director, chairman of the organ labor union, office director, party branch secretary of the office, director of labor union
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深圳南山热电股份有限公司 2014 年年度报告全文
office, member of the party committee and GM assistant of the Shenzhen Energy Group Co., Ltd.. serves as deputy GM of Shenzhen
Nanshan Power Co., Ltd. since October 2003. and she used to be the chairman of subordinate enterprise Shenzhen Server Oil Supply
Co., Ltd., chairman of Shenzhen New Power Industrial Co., Ltd. and Director of Anhui Tongling Wanneng 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. and holds the
posts of deputy GM of the Company since December 2006.Now he serves as chairman of Shenzhen Shen Nan Dian Environment
Protection Co., Ltd. and chairman of Shennan Energy (Singapore) Co., Ltd.
Mr. Zhu Wei, born in 1957, a senior economist, master’s degree, he worked in Guangdong Xinfengjiang Power Plant, served as
operation chief and shift chief-operator. 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..
Mr. Wang Rendong, born in 1961, engineer with a master’s degree hold, was graduated from the specialty of thermal power of Power
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. Huang Jian, born in 1970, a senior accountant, bachelor degree, graduated from Changsha Hydraulic and Electric Engineering
Teachers College, majir in accounant. He worked as engineering account of the financial office of Sichuan Yibing Power Plant from
1991 to 1994. worked in the Shenzhen Energy Group Co., Ltd. since October 1994, and successively served as accounant in financial
dept. of Shenzhen Energy Group Co., Ltd., accountant, deputy director and director of financial dept. of Shenzhen Western Power
Co., Ltd.,-the subordinate enterprise of Shenzhen Energy Group Co.,Ltd. he serves as manager of the financial management dept. of
the Company since January 2008
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. He serves as CFO of the Company from August 2003 to March 2014.
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
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深圳南山热电股份有限公司 2014 年年度报告全文
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 remuneration from
Name Name of shareholder’s units Position
office term shareholder’s units
(Y/N)
Managing director of parent unit
Li Hongsheng Guangju Industrial Co., Ltd. Shenzhen Guangju Energy Co., 2009 Y
Ltd.
Shenzhen Guoneng International Trading Director, GM, vice secretary of Y
Yang Wenhua 2013
Co., LTD Party Committee
Director GM of Shenneng (H.K) Y
SHENZHEN ENERGY (GROUP) CO.,
Yu Chunling International Co., Ltd., 2009
LTD.
wholly-owned subsidiary
Chairman of controlling Y
SHENZHEN ENERGY (GROUP) CO.,
Zhou Qun subsidiary Shenzhen Energy 2010
LTD.
Financial Company
SHENZHEN ENERGY (GROUP) CO., GM of property rights and Legal Y
Qiang Wenqiao 2008
LTD. department
Deputy GM of parent unit Y
Chen Lihong Guangju Industrial Co., Ltd. Shenzhen Guangju Energy Co., 2005
Ltd.
Shenzhen Guoneng International Trading
Sun Jianxin Deputy GM 2013 N
Co., LTD
SHENZHEN ENERGY (GROUP) CO., Y
Zhao Xiangzhi Chief accountant 2009
LTD.
SHENZHEN ENERGY (GROUP) CO., Y
Ma Fengming Staff supervisor 2011
LTD.
Deputy managing director of Y
Ji Yuanhong Guangju Industrial Co., Ltd. 2008
parent unit Shenzhen Guangju
55
深圳南山热电股份有限公司 2014 年年度报告全文
Energy Co., Ltd., Secretary of the
Board
Shenzhen Guoneng International Trading Deputy GM, Chief accountant, Y
Huang Zhihong 2013
Co., LTD member of party committee
Post-holding in other unit
√Applicable □Not applicable
Receiving
Start dated of
Name Name of other units Position remuneration from
office term
other units (Y/N)
Hainan Yingda Real Estate Development Party Secretary and deputy Y
Wang Difei 2013
Co., Ltd. GM
Deputy chairman of labor Y
Li Jianjun Luneng Group 2013
union
Li Zheng Guangdong ShenTiancheng Laws Firm Attorney, Partner 2010 Y
Wang Y
Grandall Law Firm (Shenzhen) Office Attorney, Partner 2005
Xiaodong
Chinese Economic Technology Research & Y
Wang Junsheng Researcher 2001
Consulting Co., Ltd,
Tang Tianyun Aoma Global Investment Co., Ltd. Partner 2010 Y
Pan Chengwei China Merchants Bank Co., Ltd., CIMC Independent director 2012 Y
Liao Nangang Guangdong Haohui Law Firm Attorney, Partner 2013 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. Determing basis: the Company exercise annual salary system, standard of the annual pay will determine by the annual operation
performance, job grade and the remuneration standards in the industry; at year-ending, carried out performance assessment on the
resumption and annual actually performance of the directors and senior executives, approve and issue the annual performance pay in
line with the assessment results. Currently, except for the independent directors, the Company has no remuneration system for
non-independent directors and supervisors, the directors and staff supervisor only received the pay for the post actually served in the
Company.
3. Actual payment: the Company is strictly paying the remuneration to directors in line with the decision-making process and
determining basis on remuneration for directors, supervisors and senior executives, the relevant expenses arising from transportation,
accommodation, research, study and attending a meeting are borne by the Company.
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
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深圳南山热电股份有限公司 2014 年年度报告全文
Total Remuneration
Total remuneration
Post-holding remuneration actually
Name Title Sex Age obtained from
status obtained from obtained at
shareholder’s unit
the Company period-end
Currently in
Yang Haixian Chairman M 58 74.33 0 74.33
office
Deputy Currently in
Li Hongsheng M 51 0 125.96 125.96
Chairman office
Leave the
Yang Wenhua Vice chairman M 53 0 60.5 60.5
post
Deputy Leave the
Wang Difei M 46 0 0 0
Chairman post
Managing Leave the
Fu Bo M 52 67.07 0 67.07
director post
Leave the
Huangfu Han Director M 60 0 70.82 70.82
post
Currently in
Yu Chunling Director F 49 0 73.57 73.57
office
Currently in
Zhou Qun Director M 50 0 77.69 77.69
office
Currently in
Qiang Wenqiao Director M 45 0 64.32 64.32
office
Currently in
Chen Lihong Director F 51 0 85.06 85.06
office
Leave the
Sun Jianxin Director M 49 0 0 0
post
Independent Currently in
Li Zheng M 57 11.9 0 11.9
Director office
Wang Independent Currently in
M 54 11.9 0 11.9
Xiaodong Director office
Independent Currently in
Wang Junsheng M 54 11.9 0 11.9
Director office
Independent Currently in
Tang Tianyun M 54 11.9 0 11.9
Director office
Independent Currently in
Pan Chengwei M 68 11.9 0 11.9
Director office
Independent Currently in
Liao Nangang M 44 11.9 0 11.9
Director office
Zhao Xiangzhi Chief M 56 Currently in 0 87.89 87.89
57
深圳南山热电股份有限公司 2014 年年度报告全文
supervisor office
Currently in
Ma Fengming Supervisor F 52 0 51.47 51.47
office
Currently in
Ji Yuanhong Supervisor F 47 0 83.69 83.69
office
Leave the
Huang Zhihong Supervisor M 49 0 54.45 54.45
post
Leave the
Li Jianjun Supervisor M 51 0 0 0
post
Leave the
Zheng Dalei Staff supervisor M 50 44.03 0 44.03
post
Leave the
Peng Bo Staff supervisor M 41 41.57 0 41.57
post
Leave the
Li Huiwen Staff supervisor F 52 19.41 0 19.41
post
Leave the
Tao Lin Staff supervisor M 47 47.42 0 47.42
post
Currently in
Ding Weili Staff supervisor M 54 35.79 0 35.79
office
Currently in
Yan Ping Staff supervisor M 48 37.99 0 37.99
office
Currently in
Zhang Yunlong Staff supervisor M 50 35.24 0 35.24
office
Liang Currently in
Staff supervisor M 46 43.46 0 43.46
Jianqiang office
Standing Currently in
Ji Ming M 58 60.54 0 60.54
deputy GM office
Currently in
Lin Qing Deputy GM F 50 60.21 0 60.21
office
Currently in
Zhang Jie Deputy GM F 46 60.54 0 60.54
office
Currently in
Zhu Wei Deputy GM M 57 60.60 0 60.60
office
Currently in
Wang Rendong Chief engineer M 53 60.61 0 60.61
office
Leave the
Lu Xiaoping CFO M 52 60.54 0 60.54
post
Secretary of Currently in
Hu Qin F 47 54.62 0 54.62
the Board office
58
深圳南山热电股份有限公司 2014 年年度报告全文
Total -- -- -- -- 935.37 835.42 1,770.79
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
Deputy
Wang Difei Leave the post 2014-08-08 Work reasons
Chairman
Deputy
Yang Wenhua Leave the post 2015-3-27 Work reasons
Chairman
Huangfu Han Director Leave the post 2014-11-13 Work reasons
Qiang Wenqiao Director Appointment 2014-11-13 Work reasons
Li Jianjun Supervisor Leave the post 2014-08-08 Work reasons
Huang Zhihong Supervisor Leave the post 2015-3-27 Work reasons
Leave the post
Zheng Dalei Staff supervisor while office 2014-11-13 Work reasons
terms expired
Leave the post
Peng Bo Staff supervisor while office 2014-11-13 Work reasons
terms expired
Leave the post
Li Huiwen Staff supervisor while office 2014-11-13 Work reasons
terms expired
Leave the post
Tao Lin Staff supervisor while office 2014-11-13 Work reasons
terms expired
Ding Weili Staff supervisor Elected 2014-11-13 Work reasons
Yan Ping Staff supervisor Elected 2014-11-13 Work reasons
Zhang Yunlong Staff supervisor Elected 2014-11-13 Work reasons
Liang Jianqiang Staff supervisor Elected 2014-11-13 Work reasons
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 2014, the Company has 302 employees in total with 132 are production staff, 26 technician, 22 financial staff
59
深圳南山热电股份有限公司 2014 年年度报告全文
and 122 administration staff; education background: 80 persons graduated from technical secondary school and below, 97 persons
hold a junior college degree, 102 persons hold a bachelor degree and 23 persons hold a master degree or above.
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深圳南山热电股份有限公司 2014 年年度报告全文
Section IX. Corporate governance
I. Brief introduction of corporate governance
During the reporting period, in accordance with the "Company Law", "Securities Law", " Governance Norms of
Listed Companies", " Stock Listing Rules of Shenzhen Stock Exchange" and the requirements of the regulations of
China Securities Regulatory Commission, the Company has continued to regulate and improve the corporate
governance structure, establish and strengthen the internal management, develop a series of control systems,
promote the effective counterbalance among the "Three Abilities", further improve the corporate governance
system, and enhance the company's decision-making and management level.
1. The company's shareholders' meeting is convened and held legally and compliantly which also invites the
lawyers to witness on scene; when voting for the related transactions, the related shareholders shall avoid the votes
to guarantee the legality, openness, fairness and justice of the decision-making process of the related transactions;
no major shareholder or related party occupies or transfers the company’s funds, assets and other resources in
various forms. The company ensures that the shareholders especially the minority shareholders fully exercise the
right to be informed and the right to participate by all means.
2. The company strictly follows the provisions of the "Articles of Association" and "Rules of Procedure of the
Board of Directors”, and convenes the board’s meeting and forms the resolution. The company’s directors
actively attend the board meetings with responsible attitudes, prudently make decisions, and express the clear and
definite opinions on the discussed matters, effectively perform the diligent and fiduciary duties and feasibly
maintain the interests of the medium and small investors.
The independent directors conscientiously perform their duties to protect the overall interests of the company, and
particularly concern the matters related to the legitimate rights and interests of minority shareholders not to be
damaged. The board of directors consists of the audit committee, the remuneration committee, the strategy and
investment committee, and the nomination committee, and each special committee has established the relevant
regulations for each committee to ensure the efficient operation and scientific decision-making of the board of
directors.
3. The number and staff composition of company’s board of supervisors comply with the requirements of laws
and regulations and "Articles of Association". The company’s supervisors can conscientiously perform their
duties and effectively supervise the company’s production and management, and the legality and compliance of
the execution of duty of the company’s directors and senior executives in accordance with the requirements of
"Articles of Association" and "Rules of Procedure of the Board of Supervisors”, effectively perform the
supervisory duties and maintain the interests of the company and the medium and small investors.
4. The company’s management team strictly performs their duties in accordance with the provisions of "Articles of
Association", strictly executes the resolutions of the board of directors, and has no act beyond their authorities. For
the matters beyond the management level, the company shall submit to the board of directors for consideration, and
there is no "insider control" tendency. The company's management level are cautious and conscientious in the daily
operations, strengthen the standard operation, manage the honest and trustworthy business, never fail to faithfully
61
深圳南山热电股份有限公司 2014 年年度报告全文
perform their duties or violates the fiduciary duty, fully respect and maintain the legitimate rights and interests of
relevant stakeholders, and achieve the coordinated balance of all parties.
5. The company fulfills the obligation of information disclosure in accordance with the relevant provisions of the
"Company Law", "Securities Law" and the stock listing rules of Shenzhen Stock Exchange, designates the
"Securities Times", "China Securities Journal", "Hong Kong Commercial Daily" and www.cninfo.com.cn as the
newspaper and website for the company’s information disclosure so as to ensure that all shareholders of the
company can equitably get the information. During the reporting period, the company did not have the
non-normative governance such as providing the undisclosed information to the major shareholders or actual
controllers. To strengthen the management to the non-public information, the company strictly controls the scope of
insider, standardizes the information transfer process, executes the relevant provisions of the "Insiders registration
system", and regularly submits the insiders’ information to Shenzhen Securities Regulatory Bureau.
6. The undisclosed information the company submitted to the largest shareholder mainly includes: the generating
capacity, the obstacle reports and accident reports about electricity generation, and monthly safety briefings. And in
accordance with their requirements, the secretariat of the board should submit the motions discussed and modified
by the general manager's office to the dispatched directors and supervisors before convening the meetings of the
board of directors and the board of supervisors, and report to the property legal department and administrative
department at the same time.
Is there any difference between corporate governance and the requirements of the Company Law and relevant regulations of the
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
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.
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深圳南山热电股份有限公司 2014 年年度报告全文
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
1. ”Report of the
Board for year of
2013”;
2. ” Report of
Supervisory
Committee for year
of 2013”;
3. ”Financial Results
and Analysis Report
for year of 2013”;
4. Impairment
provision of asserts
accrual for year of
2013; No.: 2014-038
5. ”Profit (found more details
Annual General
2014-05-16 Distribution Pre-plan All passed 2014-05-17 in Juchao Website
Meeting of 2013
of 2013”, http://www.cninfo.co
6. ”Annual Report m.cn)
and Summary of
2013”,
7. Financing size and
gurantee offer
outside;
8. Intra-System
financial supports
for year of 2014;
9. Purchasing
Changsha NG by
Shen Nan Dian
Zhongshan
Company
2. Extraordinary shareholders’ general meeting in the report period
Name of meeting
Session of meeting Date Results Date of disclosure Index of disclosure
motion
First Extraordinary 2014-08-29 1. Annual All passed 2014-08-30 No.: 2014-067
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深圳南山热电股份有限公司 2014 年年度报告全文
General Meeting Remuneration and (found more details
2014 Assessment Plan for in Juchao Website
Chairman of the http://www.cninfo.co
2014; 2. Change of m.cn)
the Directors; 3.
Change of
Supervisor
1. Annual Audit
Organ Engagement
for year of 2014 and
deteriming their pay;
2. Interest settlement
for the Intra-System
financial supports
and new limit of
financial supports
increased
No.: 2014-082
Second correspondingly; 3、
(found more details
Extraordinary 3. Incresing
2014-11-12 All passed 2014-11-13 in Juchao Website
General Meeting Guarantee Offer to
http://www.cninfo.co
2014 Subordinate
m.cn)
Enterprise;
4.Director candidate
recommend for the
7th session of the
Board; 5. Supevisor
candidate
recommend for the
7th session of the
Sueprvisory
Committee
Termination of the
Share Transfer No.: 2014-091
Third Extraordinary Agreement of Hong (found more details
General Meeting 2014-12-17 Kong Syndisome All passed 2014-12-18 in Juchao Website
2014 Company and http://www.cninfo.co
Implemented Stock m.cn)
Rotation
3. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
III. Responsibility performance of independent directors in report period
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深圳南山热电股份有限公司 2014 年年度报告全文
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 5 5 0 0 0N
Wang Xiaodong 5 5 0 0 0N
Wang Junsheng 5 5 0 0 0N
Tang Tianyun 5 5 0 0 0N
Pan Chengwei 5 5 0 0 0N
Liao Nangang 5 4 0 1 0N
Times attending shareholders’ general
4
meeting from independent directors
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Whether independent directors come up with objection about company’s relevant matters or not
□ Yes √ No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
Whether the opinions from independent directors have been adopted or not
√Yes □ No
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
1. The 13th meeting of the 6th session of auditing committee held on 25 Feburary 2014, independent directors communicate with
Ruihua Huayong CPA for the events in pretrial phase item by item.
2. The 14th meeting of the 6th session of auditing committee held on 22 April 2014, independent directors propose professional
65
深圳南山热电股份有限公司 2014 年年度报告全文
opinions and suggestions on the financial of 2014 and internal control auditing, the financial report of 2013, auditing report of
internal control for year of 2013, assessment report of internal control for year of 2013 under the name of Shenzhen Nanshan Power
Co., Ltd., internal auditing for yra of 2014 and internal control plans and performance report of auditing committee for year of 2013
to the Ruihua Huayong CPA, and agreed the proposals deliberated.
3. The 15th meeting of the 6th session of auditing committee held on 7 August 2014, independent directors propose professional
opinions and suggestions on the final account report of semi-annual 2014 and events of revising the main accounting policy of the
Company, and agreed the proposals deliberated.
4. The 16th meeting of the 6th session of auditing committee held on 22 October 2014, independent directors propose professional
opinions and suggestions on the final account report of 3Q of 2014, auditing organ engagement for year of 2014 and determing their
remuneration, annual budget for year of 2014 adjustment, Interest settlement for the Intra-System financial supports and new limit of
financial supports increased correspondingly and incresing Guarantee Offer to Subordinate Enterprise, and agreed the proposals
deliberated.
5. The 17th meeting of the 6th session of auditing committee held on 12 November 2014, as for the dirrerence of processing charges
subsidy of gas & fuel for year of 2013 from controlling subsidiary, reckoned into gains/losses for year of 2014, independent directors
propose professional opinions and suggestions, and agreed the proposals deliberated.
6. The 1st meeting of the 7th session of auditing committee held on 25 November 2014, independent directors propose professional
opinions and suggestions on the auditing plan issued by Ruihua Huayong CPA, and agreed the proposals deliberated.
(II) Nominations Committee
1. On 1 August 2014, the 4th meeting of 6th session of Nominations Committee was held by the Company, independent directors
proposed professional opinions and advice on changing independent director candidates for the 6th session of the board, and agreed
the deliberated issues.
2. On 22 October 2014, the 5th 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 7th session of the board, and
agreed the deliberated issues.
(III) Remuneration and appraisal committee
1. On 22 April 2014, the 4th 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 2014 and appraisal plan” and
“Performance report of remuneration and appraisal committee of the Board for year of 2014”, and shows agrees for the proposal.
2. On 7 August 2014, the 5th 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 2014 and appraisal plan”, and shows
agrees for the proposal.
3. On 1 December 2014, the 1st meeting of 7th session of remuneration and appraisal committee was held by the Company,
independent directors proposed professional opinions and advice on “Application of the royalty program of making up deficits and
increasing surpluses for year of 2013”, and shows agrees for the proposal.
(IV) Strategy and Investment Management Committee
On 22 April 2014, the 9th meeting of 6th session of strategy and investment management committee was held by the Company,
independent directors proposed professional opinions and advice on “proposal of purchasing Changsha NG by Shen Nan Dian
Zhongshan Company” and “Performance Report of the strategy and Investment Management Committee” , and shows agrees for the
proposal.
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
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深圳南山热电股份有限公司 2014 年年度报告全文
Supervisory committee has no objection about supervision events in reporting period
After deliberation, the Board of Supervisors published the following opinion on the "2014 Annual Internal Control Evaluation
Report":
The company can abide by the basic principles of internal control and combine with its own actual situations to
sort out and gradually establish and complete the internal control system in accordance with the relevant
provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, no significant internal
control deficiencies or abnormal items has been found, which ensures the safety, completion and effective use of
the company's assets. The company’s internal control self-assessment truly and objectively reflects the actual
situations of the internal control.
Based on the rather complete internal control organization, it is hoped that the company will continue to
constantly improve the internal control mechanism so as to ensure the company’s continuous and normative
development and guarantee the benefits and interests of all shareholders in 2015 according to the newest
regulations of the national laws and regulation, departmental rules, and regulatory documents, and the internal
control work plan approved by the board of directors.
VI. Independence of the Company in aspect of business, personnel, assets, institute and
finance relative to its controlling shareholder
Not applicable
VII. Horizontal Competition
□ Applicable √ Not applicable
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.
67
深圳南山热电股份有限公司 2014 年年度报告全文
Section X. 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
2015-04-25
appraisal report (full-text)
Index of internal control appraisal
http://www.cninfo.com.cn/
report disclosed (full-text)
V. Auditing report and authentication report of internal control
Auditing report of IC
68
深圳南山热电股份有限公司 2014 年年度报告全文
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
2015-04-25
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
69
Section XI. Financial Report
I. Audit report
Ruihua Certified Public Accountants Co., Ltd. (LLP) audited the financial report of the Company with standard in
unqualified auditor’s report issued. (Attached)
Section XII. 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 2015
70
深圳南山热电股份有限公司 2014 年年度报告全文
Shenzhen Nanshan Power Co., Ltd.
Audit Report
Ruihua Zi [2015] No. 48380014
Content Page
I. Auditors Report 1
II.、 Audited financial statement
1 Consolidated Balance Sheet 3
2 Consolidated Profit Statement 5
3 Consolidated Cash Flow Statement 6
4 Consolidated Statement of Changes in Shareholders’ Equity 7
5 Balance Sheet 8
6 Profit Statement 10
7 Cash Flow Statement 11
8 Statement of Changes in Shareholders’ Equity 12
9 Annotations of Financial Statements 13
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深圳南山热电股份有限公司 2014 年年度报告全文
通讯地址：北京市东城区永定门西滨河路 8 号院 7 号楼中海地产广场西塔 5-11 层
Postal Address:5-11/F,WestTower of China Overseas PropertyPlaza, Building 7,NO.8,Yongdingmen Xibinhe Road,
Dongcheng District, Beijing
邮政编码（Post Code）：100077
电话（Tel）：+86(10)88095588 传真（Fax）：+86(10)88091199
Auditor’s Report
Ruihua Zi [2015] No. 48380014
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, 2014, 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 2014 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.
72
深圳南山热电股份有限公司 2014 年年度报告全文
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, 2014, as well as annual consolidated and operating results of the Company
and cash flow of the Company in 2014.
Ruihua CPA(LLP)
Chinese Certified Public Accountant:
Beijing China
Chinese Certified Public Accountant:
23 April 2015
73
深圳南山热电股份有限公司 2014 年年度报告全文
Consolidated Balance Sheet
2014-12-31
Prepared by Shenzhen Nanshan Power Co., Ltd. In RMB
Item Note Amount at year-end Amount at year-begin
Current assets:
Monetary funds VI.1 578,584,447.02 543,054,829.52
Financial liability measured by fair
value and with variation reckoned into
current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable VI.2 502,772,509.41 876,368,547.41
Accounts paid in advance VI.3 6,233,357.49 11,000,834.97
Interest receivable
Dividend receivable
Other receivables VI.4 30,150,229.08 42,191,268.26
Inventories VI.5 1,284,712,150.88 1,288,814,086.30
Divided into assets held for sale
Non-current asset due within one
year
Other current assets VI.6 613,644,525.13 565,589,166.99
Total current assets 3,016,097,219.01 3,327,018,733.45
Non-current assets:
Finance asset available for sales VI.7 57,315,000.00 57,315,000.00
Held-to-maturity investment
Long-term account receivable
Long-term equity investment VI.8 24,597,397.33 26,366,000.00
Investment property VI.9 3,543,988.51 3,986,674.03
Fixed assets VI.10 1,839,739,944.19 1,892,316,932.05
Construction in progress VI.11 32,826,131.18 48,692,441.81
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
74
深圳南山热电股份有限公司 2014 年年度报告全文
Intangible assets VI.12 56,524,171.28 58,924,611.98
Expense on Research and
Development
Goodwill
Long-term expenses to be
apportioned
Deferred income tax asset VI.13 2,889,791.86 2,788,794.11
Other non-current asset VI.14 22,882,181.78 22,882,181.78
Total non-current asset 2,040,318,606.13 2,113,272,635.76
Total assets 5,056,415,825.14 5,440,291,369.21
Consolidated Balance Sheet (Cont.)
2014-12-31
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Item Note Amount at year-end Amount at year-begin
Current liabilities:
Short-term loans VI.15 2,617,890,000.00 2,998,961,917.89
Financial liability measured by fair value and with
Derivative financial liability
Notes payable VI.16 260,000,000.00 50,000,000.00
Accounts payable VI.17 139,165,440.83 78,171,109.54
Accounts received in advance VI.18 512,402.70
Wage payable VI.19 47,122,426.07 43,361,677.73
Taxes payable VI.20 7,344,990.85 22,682,243.56
Interest payable VI.21 42,162,535.84 98,775,045.80
Dividend payable
Other accounts payable VI.22 340,400,926.04 263,833,902.66
Divided into liability held for sale
Non-current liabilities due within 1 year
75
深圳南山热电股份有限公司 2014 年年度报告全文
Item Note Amount at year-end Amount at year-begin
Other current liabilities
Total current liabilities 3,454,086,319.63 3,556,298,299.88
Non-current liabilities:
Long-term loans VI.23 150,000,000.00 6,000,000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable
Special accounts payable
Projected liabilities VI.24 27,100,000.00 27,500,000.00
Deferred income VI.25 47,082,314.96 50,713,516.50
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 224,182,314.96 84,213,516.50
Total liabilities 3,678,268,634.59 3,640,511,816.38
Shareholders’ equity:
Share capital VI.26 602,762,596.00 602,762,596.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve VI.27 362,670,442.46 362,670,442.46
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve VI.28 332,908,397.60 332,908,397.60
Provision of general risk
Retained profit VI.29 -27,799,181.18 302,714,103.81
Total owner’s equity attributable to parent company 1,270,542,254.88 1,601,055,539.87
Minority interests 107,604,935.67 198,724,012.96
Total shareholders’ equity 1,378,147,190.55 1,799,779,552.83
76
深圳南山热电股份有限公司 2014 年年度报告全文
Item Note Amount at year-end Amount at year-begin
Total liabilities and shareholders’ equity 5,056,415,825.14 5,440,291,369.21
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge
of Accounting Institution:
Consolidated Profit Statement
2014
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Amount in this Amount at last
Item Note year year
I. Total operation income VI.30 1,234,101,547.84 1,110,427,750.14
Including: operation income VI.30 1,234,101,547.84 1,110,427,750.14
II. Total operation cost VI.30 2,161,437,445.59 1,994,099,068.79
Including: operation cost VI.30 1,740,905,277.37 1,613,205,960.33
Operation tax and surcharge VI.31 7,132,351.18 6,509,035.37
Sales expense 3,144,077.93 2,644,665.12
Management expense VI.32 94,273,391.92 103,071,415.17
Financial expense VI.33 244,562,310.79 236,694,584.66
Loss of assets impairment VI.34 71,420,036.40 31,973,408.14
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) VI.35 -1,730,276.62 79,263,954.01
Including: Investment income on affiliated company and
joint venture
III. Operating profit (Loss is listed with “-”) -929,066,174.37 -804,407,364.64
Add: Non-operating income VI.36 513,595,490.23 900,241,855.36
Including: Disposal gains of non-current asset 70,116.84 299,145.30
Less: Non-operating expense VI.37 2,819,069.79 727,689.88
Including: Disposal loss of non-current asset 967,450.29 678,471.97
IV. Total Profit (Loss is listed with “-”) -418,289,753.93 95,106,800.84
Less: Income tax VI.38 3,342,608.35 21,727,620.48
V. Net profit (Net loss is listed with “-”) -421,632,362.28 73,379,180.36
Net profit attributable to owner’s equity of parent company -330,513,284.99 53,099,116.45
Minority shareholders’ gains and losses -91,119,077.29 20,280,063.91
77
深圳南山热电股份有限公司 2014 年年度报告全文
VI. Net after-tax of other comprehensive income
VII. Total consolidated income -421,632,362.28 73,379,180.36
Total consolidated income attributable to owners of parent
-330,513,284.99 53,099,116.45
company
Total consolidated income attributable to minority
-91,119,077.29 20,280,063.91
shareholders
VIII. Earnings per share
i. Basic earnings per share -0.55 0.09
ii. Diluted earnings per share -0.55 0.09
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge
of Accounting Institution:
Consolidated Cash Flow Statement
2014
Prepared by Shenzhen Nanshan Power Co.,Ltd. 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 1,474,312,544.61 1,309,162,062.55
Write-back of tax received 1,502,897.41
Other cash received concerning operating activities VI.39（1） 887,473,944.98 942,727,488.30
Subtotal of cash inflow arising from operating activities 2,363,289,387.00 2,251,889,550.85
Cash paid for purchasing commodities and receiving labor 1,546,082,918.50 1,592,869,592.90
Cash paid to/for staff and workers 118,039,661.86 122,125,135.44
Taxes paid 31,450,749.54 14,147,000.83
Other cash paid concerning operating activities VI.39（2） 96,452,074.97 40,468,641.57
Subtotal of cash outflow arising from operating activities 1,792,025,404.87 1,769,610,370.74
Net cash flows arising from operating activities 571,263,982.13 482,279,180.11
II. Cash flows arising from investing activities:
Cash received from recovering investment
Cash received from investment income
78
深圳南山热电股份有限公司 2014 年年度报告全文
Net cash received from disposal of fixed, intangible and other 70,116.84 293,894.96
Net cash received from disposal of subsidiaries and other units 48,219,901.70
Other cash received concerning investing activities
Subtotal of cash inflow from investing activities 70,116.84 48,513,796.66
Cash paid for purchasing fixed, intangible and other long-term 85,549,920.49 13,877,667.39
Cash paid for investment 8,000,000.00
Net cash received from subsidiaries and other units
Other cash paid concerning investing activities VI.39（3） 12,500,000.00
Subtotal of cash outflow from investing activities 85,549,920.49 34,377,667.39
Net cash flows arising from investing activities -85,479,803.65 14,136,129.27
III. Cash flows arising from financing activities
Cash received from absorbing investment
Including: Cash received from absorbing minority
Cash received from loans 3,342,703,209.20 3,218,961,917.89
Cash received from issuing bonds
Other cash received concerning financing activities
Subtotal of cash inflow from financing activities 3,342,703,209.20 3,218,961,917.89
Cash paid for settling debts 3,579,775,127.09 3,440,361,552.86
Cash paid for dividend and profit distributing or interest paying 218,351,972.16 228,022,580.92
Including: Dividend and profit of minority shareholder paid by
Other cash paid concerning financing activities VI.39（4） 35,785,979.94
Subtotal of cash outflow from financing activities 3,798,127,099.25 3,704,170,113.72
Net cash flows arising from financing activities -455,423,890.05 -485,208,195.83
IV. Influence on cash due to fluctuation in exchange rate 79,839.07 -4,405.44
V. Net increase of cash and cash equivalents 30,440,127.50 11,202,708.11
Add: Balance of cash and cash equivalents at the period -begin 538,054,829.52 526,852,121.41
VI. Balance of cash and cash equivalents at the period -end 568,494,957.02 538,054,829.52
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge
of Accounting Institution:
79
深圳南山热电股份有限公司 2014 年年度报告全文
Consolidated Statement of Changes in Shareholders’ Equity
2014
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
This Period Last Period
Equity attributable to Shareholder of parent
Total Equity attributable to Shareholder of parent company
company Total
Item Minority’ Minority’s
owners’ owners’
Paid-up Capital Surplus Retained s equity Paid-up Capital Surplus Retained equity
equity equity
capital reserve reserves profit capital reserve reserves profit
602,762,5 362,670,4 332,908,3 302,714,1 198,724,0 1,799,779,55 602,762,59 363,633,4 332,908,3 249,614,9 173,891,8 1,722,811,2
I. Balance at the end of the last year
96.00 42.46 97.60 03.81 12.96 2.83 6.00 46.84 97.60 87.36 56.02 83.82
Add: Changes of accounting policy
Error correction of the last period
Enterprise combine under the same
control
Other
II. Balance at the beginning of this 602,762,5 362,670,4 332,908,3 302,714,1 198,724,0 1,799,779,55 602,762,59 363,633,4 332,908,3 249,614,9 173,891,8 1,722,811,2
year 96.00 42.46 97.60 03.81 12.96 2.83 6.00 46.84 97.60 87.36 56.02 83.82
III. Increase/ Decrease in this year -330,513,2 -91,119,0 -421,632,36 -963,004. 53,099,11 24,832,15 76,968,269.
(Decrease is listed with “-”) 84.99 77.29 2.28 38 6.45 6.94 01
-330,513,2 -91,119,0 -421,632,36 53,099,11 20,280,06 73,379,180.
(i) Total comprehensive income
84.99 77.29 2.28 6.45 3.91 36
(ii) Owners’ devoted and decreased
capital
1.Common shares invested by
shareholders
7
深圳南山热电股份有限公司 2014 年年度报告全文
2. Capital invested by holders of other
equity instruments
3. Amount reckoned into owners equity
with share-based payment
4. Other
(III) Profit distribution
1. Withdrawal of surplus reserves
2. Withdrawal of general risk provisions
3. Distribution for owners (or
shareholders)
4. Other
(IV) Carrying forward internal
owners’ equity
1. Capital reserves conversed to capital
(share capital)
2. Surplus reserves conversed to capital
(share capital)
3. Remedying loss with surplus reserve
4. Other
(V) Reasonable reserve
1. Withdrawal in the report period
2. Usage in the report period
(VI)Others -963,004. 4,552,093. 3,589,088.6
7
深圳南山热电股份有限公司 2014 年年度报告全文
IV. Balance at the end of the report 602,762,5 362,670,4 332,908,3 -27,799,18 107,604,9 1,378,147,19 602,762,59 362,670,4 332,908,3 302,714,1 198,724,0 1,799,779,5
period 96.00 42.46 97.60 1.18 35.67 0.55 6.00 42.46 97.60 03.81 12.96 52.83
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge of Accounting Institution:
7
深圳南山热电股份有限公司 2014 年年度报告全文
Balance Sheet
2014-12-31
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Item Note Amount at year-end Amount at year-begin
Current assets:
Monetary funds 332,803,493.04 269,557,683.68
Financial liability measured by fair value and with variation
reckoned into current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable XIV.1 348,412,708.95 561,165,822.31
Accounts paid in advance 1,508,422.20 92,985.00
Interest receivable
Dividend receivable 79,495,331.17 654,140,866.58
Other receivables XIV.2 1,716,877,162.13 1,589,545,170.22
Inventories 83,913,536.01 84,396,527.41
Divided into assets held for sale
Non-current asset due within one year
Other current assets 436,292,055.11 418,542,707.70
Total current assets 2,999,302,708.61 3,577,441,762.90
Non-current assets:
Finance asset available for sales 57,315,000.00 57,315,000.00
Held-to-maturity investment
Long-term account receivable
Long-term equity investment XIV.3 691,982,849.76 691,982,849.76
Investment property
Fixed assets 266,027,993.11 269,217,021.95
Construction in progress 22,436,936.91 37,711,980.01
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 6,909,693.29 8,010,181.91
Expense on Research and Development
Goodwill
8
深圳南山热电股份有限公司 2014 年年度报告全文
Long-term expenses to be apportioned
Deferred income tax asset
Other non-current asset
Total non-current asset 1,044,672,473.07 1,064,237,033.63
Total assets 4,043,975,181.68 4,641,678,796.53
(Carry down)
(brought forward)
Balance Sheet (cont.)
2014-12-31
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Item Note Amount at year-end Amount at year-begin
Current liabilities:
Short-term loans 1,689,000,000.00 1,929,000,000.00
Financial liability measured by fair value and with
Derivative financial liability
Notes payable 260,000,000.00 50,000,000.00
Accounts payable 136,675,432.37 140,299,583.60
Accounts received in advance 162,402.70
Wage payable 26,498,739.18 24,911,363.28
Taxes payable 1,277,289.10 11,566,882.79
Interest payable 3,885,184.72 3,526,868.54
Dividend payable
Other accounts payable 154,070,351.82 769,598,877.74
Divided into liability held for sale
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 2,271,406,997.19 2,929,065,978.65
Non-current liabilities:
Long-term loans 150,000,000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable
9
深圳南山热电股份有限公司 2014 年年度报告全文
Special accounts payable
Projected liabilities
Deferred income 31,040,366.91 33,655,528.23
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities 181,040,366.91 33,655,528.23
Total liabilities 2,452,447,364.10 2,962,721,506.88
Shareholders’ equity:
Share capital 602,762,596.00 602,762,596.00
Other equity instrument
Including: preferred stock
Perpetual capital securities
Capital public reserve 288,769,132.47 288,769,132.47
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 332,908,397.60 332,908,397.60
Provision of general risk
Retained profit 367,087,691.51 454,517,163.58
Total shareholders’ equity 1,591,527,817.58 1,678,957,289.65
Total liabilities and shareholders’ equity 4,043,975,181.68 4,641,678,796.53
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge of
Accounting Institution:
Profit Statement
2014
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Item Note Amount in this Amount at last
I. Operating income XIV.4 403,348,591.53 280,374,560.28
Less: Operating cost XIV.4 660,952,197.73 462,138,486.16
Operating tax and extras 5,725,678.29 5,443,214.46
Sales expenses
Administration expenses 43,909,146.04 33,313,726.35
Financial expenses 73,606,755.47 65,853,303.91
Losses of devaluation of asset 4,620,955.59 11,091,126.86
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 23,230,369.00
Including: Investment income on affiliated company and
II. Operating profit (Loss is listed with “-”) -362,235,772.59 -297,465,297.46
Add: Non-operating income 276,865,161.32 371,741,853.70
10
深圳南山热电股份有限公司 2014 年年度报告全文
Item Note Amount in this Amount at last
Including: Disposal gains of non-current asset
Less: Non-operating expense 2,058,860.80 13,877.75
Including: Disposal loss of non-current asset 13,877.75
III. Total Profit (Loss is listed with “-”) -87,429,472.07 74,262,678.49
Less: Income tax expense 10,588,533.65
IV. Net profit (Net loss is listed with “-”) -87,429,472.07 63,674,144.84
V. Net after-tax of other comprehensive income
VI. Total comprehensive income -87,429,472.07 63,674,144.84
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge of
Accounting Institution:
Cash flow statement
2014
Prepared by Shenzhen Nanshan Power Co.,Ltd. In RMB
Amount in this Amount at last
Item Note year year
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 512,047,063.02 330,515,186.65
Write-back of tax received
Other cash received concerning operating activities 584,502,173.96 391,657,643.58
Subtotal of cash inflow arising from operating activities 1,096,549,236.98 722,172,830.23
Cash paid for purchasing commodities and receiving labor service 508,511,811.30 331,092,416.26
Cash paid to/for staff and workers 61,257,736.33 64,004,828.60
Taxes paid 17,482,709.37 6,446,917.04
11
深圳南山热电股份有限公司 2014 年年度报告全文
Other cash paid concerning operating activities 14,649,052.15 31,695,762.26
Subtotal of cash outflow arising from operating activities 601,901,309.15 433,239,924.16
Net cash flows arising from operating activities 494,647,927.83 288,932,906.07
II. Cash flows arising from investing activities:
Cash received from recovering investment
Cash received from investment income
Net cash received from disposal of fixed, intangible and other long-term assets 25,510.00 6,000.00
Other cash received concerning investing activities 147,438,958.35
Subtotal of cash inflow from investing activities 25,510.00 147,444,958.35
Cash paid for purchasing fixed, intangible and other long-term assets 6,128,241.88 5,173,210.94
Cash paid for investment 8,000,000.00
Other cash paid concerning investing activities 113,936,379.78 249,750,000.00
Subtotal of cash outflow from investing activities 120,064,621.66 262,923,210.94
Net cash flows arising from investing activities -120,039,111.66 -115,478,252.59
III. Cash flows arising from financing activities
Cash received from absorbing investment
Cash received from loans 2,039,000,000.00 2,039,000,000.00
Cash received from issuing bonds
Other cash received concerning financing activities 59,000,000.00
Subtotal of cash inflow from financing activities 2,039,000,000.00 2,098,000,000.00
Cash paid for settling debts 2,129,000,000.00 2,039,000,000.00
Cash paid for dividend and profit distributing or interest paying 156,614,673.44 140,510,808.12
Other cash paid concerning financing activities 59,755,366.76 31,500,000.00
Subtotal of cash outflow from financing activities 2,345,370,040.20 2,211,010,808.12
Net cash flows arising from financing activities -306,370,040.20 -113,010,808.12
IV. Influence on cash and cash equivalents due to fluctuation in exchange rate 7033.39 -556.73
V. Net increase of cash and cash equivalents 68,245,809.36 60,443,288.63
Add: Balance of cash and cash equivalents at the period -begin 264,557,683.68 204,114,395.05
VI. Balance of cash and cash equivalents at the period -end 332,803,493.04 264,557,683.68
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge of
Accounting Institution:
12
深圳南山热电股份有限公司 2014 年年度报告全文
Changes of Shareholders Equity
2014
Prepared by Shenzhen Nanshan Power Co.,Ltd.
This Period Last Period
Item Share Total Share Total
Capital Surplus Retained Capital Surplus Retained
shareholders shareholders’
capital reserve reserve profit capital reserve reserve profit
’ equity equity
602,762,596. 288,769,132 332,908,397 454,517,163 1,678,957,2 602,762,5 288,769,132 332,908,397 390,843,018.7 1,615,283,144.8
I. Balance at the end of the last year
00 .47 .60 .58 89.65 96.00 .47 .60 4 1
Add: Changes of accounting
policy
Error correction of the last
period
Other
II. Balance at the beginning of this 602,762,596. 288,769,132 332,908,397 454,517,163 1,678,957,2 602,762,5 288,769,132 332,908,397 390,843,018.7 1,615,283,144.8
year 00 .47 .60 .58 89.65 96.00 .47 .60 4 1
III. Increase/ Decrease in this year -87,429,472. -87,429,472.
63,674,144.84 63,674,144.84
(Decrease is listed with “-”) 07 07
-87,429,472. -87,429,472.
(i) Total comprehensive income 63,674,144.84 63,674,144.84
07 07
(ii) Owners’ devoted and decreased
capital
1.Common shares invested by
shareholders
12
深圳南山热电股份有限公司 2014 年年度报告全文
2. Capital invested by holders of other
equity instruments
3. Amount reckoned into owners
equity with share-based payment
4. Other
(III) Profit distribution
1. Withdrawal of surplus reserves
2. Withdrawal of general risk
provisions
3. Distribution for owners (or
shareholders)
4. Other
(IV) Carrying forward internal
owners’ equity
1. Capital reserves conversed to
capital (share capital)
2. Surplus reserves conversed to
capital (share capital)
3. Remedying loss with surplus
reserve
4. Other
(V) Reasonable reserve
1. Withdrawal in the report period
2. Usage in the report period
12
深圳南山热电股份有限公司 2014 年年度报告全文
(VI)Others
IV. Balance at the end of the report 602,762,596. 288,769,132 332,908,397 367,087,691 1,591,527,8 602,762,5 288,769,132 332,908,397 454,517,163.5 1,678,957,289.6
period 00 .47 .60 .51 17.58 96.00 .47 .60 8 5
Legal Representative: Person in charge of Accounting Works: CFO: Person in charge of Accounting Institution:
12
深圳南山热电股份有限公司 2014 年年度报告全文
Shenzhen Nanshan Power Co., Ltd.
Notes to financial statement 2014
（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 on 25 November 1993, upon the approval of General Office of Shenzhen Municipal Government with
Document Shen Fu Ban Fu [1993] No.897.
After approved by Document Shen Zhu Ban Fu [1993] No.897 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 financial statement was approved and decided by the Broad of the Company on 23 April 2015.
Totally 11 subsidiaries included in consolidate scope for year of 2014, found more in Note 8.-“equity in other body”. One company
increased over that of last year in consolidate scope, found more in Note 7-‘change of consolidate scope”
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.
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- Basic
Norms(Ministry of Finance Order No.33 Issued, Ministry of Finance Order No.76 Revised) promulgated by the Ministry of Finance
of PRC on 15 February 2006 and 41 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 2014, and the Company together with its
operation results, and cash flow for the year of 2014. 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
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深圳南山热电股份有限公司 2014 年年度报告全文
Public Shares, No. 15--General Requirements for Financial Reports” revised by the China Securities Regulatory Commission in 2014
and the notes thereto.
IV. The main accounting policies and accounting estimates
The Company and its subsidiaries are mainly engaged in power and thermal generation, construction of power plant, fuel trading,
property development, engineering technology consultancy and sludge desiccation operation. According to the actual production and
operation characteristics, the Company and its subsidiaries establish certain specific accounting policies and accounting estimates in
respect of their transactions and matters such as sales revenue recognition pursuant to relevant business accounting principles. Details
are set out in Note 25 Description of revenue items under section IV. For explanation on material accounting judgment and estimate
issued by the management, please refer to note 31 Material accounting judgment and estimate under section IV.
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.
2. Operating cycle
Normal operating cycle refers to the period from purchase of assets used for processing to realization of cash or cash equivalents. Our
operation cycle is 12 months which is also serving as the standard for current or non- current assets and liabilities.
3．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.
4. Accounting treatment on enterprise combine under the same control and under the
different control
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
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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 attributable 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 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) and Article 51 of the “Accounting Standards for Business Enterprise
No.33- Consolidated Financial Statement” (see Note IV. 5(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. 13 “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 statement, the sum between carrying value of the equity investment prior to acquisition date and cost of
additional investment made on the acquisition date is deemed to be the initial investment cost of this investment. Other
comprehensive income recognized for equity investment held prior to combination date under equity method shall be accounted for
when the Company disposes of this investment on the same basis as the investee directly disposes of relevant assets or liabilities,
which means that other than the changes arising from re-measuring the acquiree’s net liabilities or net assets under defined benefit
plan under equity method, it shall be included in investment income of the current period.
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; Other comprehensive income
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recognized for equity investment held prior to combination date under equity method shall be accounted for when the Company
disposes of this investment on the same basis as the investee directly disposes of relevant assets or liabilities, which means that other
than the changes arising from re-measuring the acquiree’s net liabilities or net assets under defined benefit plan under equity method,
it shall be included in investment income of the current period dated purchasing day.
5. Preparation methods for corporate consolidated statements
(1) Determining principle for consolidated financial report scope
The scope is determined on the basis of control. Control refers to the Company possess rights over the investee party, and enjoyed
variable return through participate in the relevant activities of the investee party, and the Company has ability to impact the amount
of returns by using the rights over investee party. The consolidated scope includes the Group and all the subsidiaries. Subsidiary is
referring to the enterprise or the subject controlled by the Company.
Once change of relevant facts and conditions results in change to relevant factors involved in the above definition, the Company will
make further assessment.
(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 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 financial 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
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of remain equity, reckoned into the current investment income of control rights loss. Other comprehensive income relating to equity
investment in original subsidiary shall be accounted for, upon lost of control, under the same basis as the acquiree would otherwise
adopt when relevant assets or liabilities are disposed directly by the acquiree, which means that other than the changes arising from
re-measuring the original subsidiary’s net liabilities or net assets under defined benefit plan, it shall be included in investment income
of the current period. 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.13 “Long-term equity investments” or Note IV.9 “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. 13 (2) ④) 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 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.
6. Classification of joint arrangement and accounting treatment on conduct joint operation
Joint arrangement refers to such arrangement as jointly controlled by two or more participators. The Company classifies joint
arrangement into joint operation and joint venture according to the rights it is entitled to and obligations it assumes. Under joint
operation, the Company is entitled to relevant assets under the arrangement and assumes relevant liabilities under the arrangement.
Joint venture refers to such joint arrangement under which the Company is only entitled to the net assets of the arrangement.
Equity method is adopted for investment in joint ventures, and it is accounted for under the accounting policies set out in note 13(2)
② “long term equity investment under equity method” under section IV.
As a joint party under joint operation, the Company recognizes the assets and liabilities it separately holds and assumes, the assets
and liabilities it jointly holds and assumes under the proportion, the revenue from disposal of the output which the Company is
entitled to under the proportion, the revenue from disposal of the output under the proportion and the separately occurred expenses as
well as expenses occurred for joint operations under its proportion.
For injection to or disposal of assets of joint operations (other than those assets constituting business operation) or for purchase of
assets from joint operations, gain or loss arising from the transaction is only recognized to the extent it is attributable to other parties
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to the joint operation before the joint operation is sold to any third party. In case that assets occur asset impairment loss under
Business Accounting Principle No.8-Assets Impairment, the Company recognizes this loss in full in connection with injection to or
disposal of assets of joint operations, and recognizes this loss based on the proportion in connection with purchase of assets from
joint operations.
7. Determination criteria of cash and cash equivalent
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.
8. Foreign currency business and foreign currency statement translation
(1) Foreign currency business translation
Foreign currency transactions are translated into the Company’s functional currency at the spot rate on transaction date (generally
refers to the middle rate of prevailing foreign exchange rate released by the PBOC) when the transactions are initially measured.
However, foreign currency exchange business or transaction involving foreign currency exchange occurred by the Company are
translated into functional currency at the effective exchange rate adopted.
(2)Translation of foreign currency monetary items and foreign currency non-monetary items
On balance sheet date, foreign currency monetary items are translated at the spot rate as of balance sheet date, and the exchange
difference shall be included in current period gains and losses, except(1)exchange difference arising from foreign currency special
borrowings relating to purchasing assets satisfying capitalization conditions is stated under capitalization principle of borrowing
expenses; (2)exchange difference arising from hedge instruments used as effective hedging of net investment in overseas operation
(such difference shall be included in other comprehensive income and recognized as current period gains and losses when the net
investment is disposed); and (3)exchange difference arising from change of carrying balance of available for sale foreign currency
monetary items other than amortized cost is included in other comprehensive income.
When preparing consolidated financial statement involving overseas operation, in case there is foreign currency monetary items
which substantially constitute net investment in overseas operation, the exchange difference arising from exchange rate fluctuation
shall be included in other comprehensive income; and shall transfer to gains and losses from disposal for the current period when the
overseas operation is disposed of.
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.
(3)Translation of foreign currency financial statement
When preparing consolidated financial statement involving overseas operation, in case there is foreign currency monetary items
which substantially constitute net investment in overseas operation, the exchange difference arising from exchange rate fluctuation
shall be included in other comprehensive income as “translation difference of foreign currency statement”; and shall transfer to gains
and losses from disposal for the current period when the overseas operation is disposed of.
Foreign currency financial statement for overseas operation is translated into RMB statement by the following means: assets and
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liabilities in balance sheet are translated at the spot rate as of balance sheet date; owner’s equity items (other than undistributed profit)
are translated at the spot rate prevailing on the date of occurrence. Income and expense items in profit statement are translated at the
spot rate prevailing on the date of transactions. Beginning undistributed profit represents the translated ending undistributed profit of
previous year; ending undistributed profit is allocated and stated as several items upon translation. Upon translation, difference
between assets, liabilities and shareholders’ equity items shall be recorded as foreign currency financial statement translation
difference and recognized as other comprehensive income. In case of disposal of overseas operation where control is lost, foreign
currency financial statement translation difference relating to the overseas operation as stated under shareholders’ equity in balance
sheet shall be transferred to current gains and losses of disposal in full or under the proportion it disposes.
Foreign currency cash flow and cash flow of overseas subsidiary are translated at the spot rate prevailing on the date of occurrence of
cash flow. Influence over cash from exchange rate fluctuation is taken as adjustment items to separately stated in cash flow statement.
The beginning figure and previous year actual figures are stated at the translated figures in previous year financial statement.
If the Company loses control over overseas operation due to disposal of all the owners’ equity or part equity investment in the
overseas operation or other reasons, foreign currency financial statement translation difference relating to the overseas operation
attributable to owners’ equity of parent company as stated under shareholders’ equity in balance sheet shall be transferred to current
gains and losses of disposal in full.
If the Company reduces equity proportion while not loses control over overseas operation due to disposal of part equity investment in
the overseas operation or other reasons, foreign currency financial statement translation difference relating to the disposed part will
be vested to minority interests and will not transfer to current gains and losses. When disposing part equity interests of overseas
operation which is associate or joint venture, foreign currency financial statement translation difference relating to the overseas
operation shall transfer to current disposal gains and losses according to the disposed proportion.
9. Financial instruments
Financial asset or financial liability is recognized when the Company becomes a party to financial instrument contract. Financial
assets and liabilities are initially measured at fair value. For financial assets and liabilities at fair value through profit or loss, the
relevant transaction fee shall be included in profit or loss directly. For other types of financial assets and liabilities, the relevant
transaction fee is included in initial measurement amount.
(1)Recognition of fair value for financial assets and financial liabilities
Fair value represents the price that market participator can receive for disposal of an asset or he should pay for transfer of a liability
in an orderly transaction happened on the measurement date. 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
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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 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 is 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.
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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. 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. However, equity instrument investment which is not quoted in active market and whose fair value cannot be measured
reliably, and derivative financial asset which is linked to the equity instrument and whose settlement is conditional upon delivery of
the equity instrument, shall be subsequently measured at cost.
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
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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 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.
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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 and loan commitment
Financial guarantee contracts other than those designated as financial liabilities at fair value through profit or loss or loan
commitment other than those designated measured by fair value and with its variation for gains/losses reckoned as well as the loans
lower than the market rates 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; 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.
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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) Equity instrument
The equity instrument is the contract to prove the holding of the surplus stock of the assets with the deduction of all liabilities in the
Group. The Company issues (including refinancing), repurchases, sells or cancels equity instruments as movement of equity. No fair
value change of equity instrument would be recognized by the Company. Transaction fees relating to equity transactions are deducted
from 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.
10. Account receivable
Account receivable included account receivable and other account receivable.
(1)Recognition of bad debt provision
The Group reviews carrying value of account receivables on balance sheet date, and make impairment provision for account
receivables which are proven to be impaired by the following objective evidences: ①debtor experiences material financial
difficulties; ②debtor is in breach of contract terms (for instance: default or expiration of payment for principal or interest); ③
debtor is likely to face bankruptcy or other financing restructuring; ④other objective evidence showing account receivables are
impaired.
(2) Provision for bad debt reserves
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①Recognition criteria and accrual method on accounts with major amount and withdrawal bad debt provision independely
The single account receivable above RMB 2 million is recognized as single substantive account receivable
The Company takes the independent impairment test on the single substantive account. As for the account receivable without the
impairment in the test, it is included in the account receivable portfolio of the similar credit risk characters for the impairment test. As
for the account receivable with the recognition of impairment loss, it is not included in the account receivable portfolio of the similar
credit risk characters for the impairment test
②Determination bases for account receivables for which bad debt provision is made according to category of credit risks, and
provision for bad debt
The Group determines categories of account receivables according to the similarity of credit risk characteristics. Account receivables
consist of those with insignificant single amount and those with significant single amount which is not impaired based on separate
impairment test. The Group is of the view that account receivables with insignificant single amount and those with significant single
amount which is not impaired based on separate impairment test are exposed to low credit risks, thus it is not necessary to make bad
debt provision, unless there is evidence showing that account receivables have relatively substantial credit risks.
③Account receivables with insignificant single amount for which bad debt provision is made separately
For account receivables with insignificant single amount, if there is evidence showing that account receivables are exposed to
relatively substantial credit risks, bad debt provision shall be made for such account receivables under specific identification method.
(3)Reversal of bad debt
If there is objective evidence showing recovery in value of account receivables 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 account
receivables upon reversal will not exceed the amortized cost as at the reversal date assuming there is no provision for impairment.
11. 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 the cost and the net realizable value. As the net
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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.
(4)The inventory system is perpetual inventory system.
12. Classified as assets held for sale
If a non-current asset can be promptly sold at its existing status only according to the practice terms in connection with disposal of
this kind of assets, and the Company has already made resolution on disposal of the non-current asset and entered into irrevocable
transfer agreement with the transferee, and this transfer will be completed within one year, then the non-current asset would be
calculated as non-current asset held for sale which would be not applicable to depreciation or amortisation since the date of
classification as asset held for sale, and would be measured at the lower of its carrying value less disposal cost and fair value less
disposal cost. Non-current asset held for sale consists of single item asset and disposal group. If a disposal group is a group of assets
as defined by No.8 of Business Accounting Standards-Assets Impairment, and goodwill arising from business combination shall be
allocated to the group of assets under this accounting principle, or the disposal group constitutes one operation of the group of assets,
then the disposal group includes the goodwill arising from business combination.
For single non-current asset and asset in disposal group classified as assets held for sale, they shall be presented in balance sheet
separately as current assets. For liabilities in disposal group relating to the transferred assets classified as assets held for sale, they
shall be presented in balance sheet separately as current liabilities.
If an asset or disposal group classified as held for sale no longer meets the recognition condition as non-current asset held for sale,
the Company will cease such recognition and measure the asset at the lower of (1)the carrying value of the asset or disposal group
prior to being classified as held for sale, based on the amount adjusted with the depreciation, amortisation or impairment which
should have been recognized assuming it had not been classified as held for sale; (2)the recoverable amount on the date when the
Company decides to cease disposal.
13. Long-term equity investment
Long-term equity investments under this section refer to long-term equity investments in which the Company has control, joint
control or significant influence over the investee. Long-term equity investment without control or joint control or significant
influence of the Group is accounted for as available-for-sale financial assets or financial assets measured at fair value with any
change in fair value charged to profit or loss. Details on its accounting policy please refer to Note 9. “Financial instruments” under
section IV.
Joint control is the Company’s contractually agreed sharing of control over an arrangement, which relevant activities of such
arrangement must be decided by unanimously agreement from parties who share control. Significant influence is the power of the
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Company to participate in the financial and operating policy decisions of an investee, but to fail to control or joint control the
formulation of such policies together with other parties.
(1) Determination of investment cost
For a long-term equity investment acquired through a business combination involving enterprises under common control, the initial
investment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity
under the consolidated financial statements of the ultimate controlling party on the date of combination. The difference between the
initial cost of the long-term equity investment and the cash paid, non-cash assets transferred as well as the book value of the debts
borne by the absorbing party shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained
earnings shall be adjusted. If the consideration of the merger is satisfied by issue of equity securities, the initial investment cost of the
long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity under the consolidated
financial statements of the ultimate controlling party on the date of combination. With the total face value of the shares issued as
share capital, the difference between the initial cost of the long-term equity investment and total face value of the shares issued shall
be used to offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. For
business combination resulted in an enterprise under common control by acquiring equity of the absorbing party under common
control through a stage-up approach with several transactions, these transactions will be judged whether they shall be treat as
“transactions in a basket”. If they belong to “transactions in a basket”, these transactions will be accounted for a transaction in
obtaining control. If they are not belong to “transactions in a basket”, the initial investment cost of the long-term equity investment
shall be the absorbing party’s share of the carrying amount of the owner’s equity under the consolidated financial statements of the
ultimate controlling party on the date of combination. The difference between the initial cost of the long-term equity investment and
the aggregate of the carrying amount of the long-term equity investment before merging and the carrying amount the additional
consideration paid for further share acquisition on the date of combination shall offset against the capital reserve. If the capital
reserve is insufficient to offset, the retained earnings shall be adjusted. Other comprehensive income recognized as a result of the
previously held equity investment accounted for using equity method on the date of combination or recognized for available-for-sale
financial assets will not be accounted for.
For a long-term equity investment acquired through a business combination involving enterprises not under common control, the
initial investment cost of the long-term equity investment shall be the cost of combination on the date of acquisition. Cost of
combination includes the aggregate fair value of assets paid by the acquirer, liabilities incurred or borne and equity securities issued.
For business combination resulted in an enterprise not under common control by acquiring equity of the acquiree under common
control through a stage-up approach with several transactions, these transactions will be judged whether they shall be treat as
“transactions in a basket”. If they belong to “transactions in a basket”, these transactions will be accounted for a transaction in
obtaining control. If they are not belong to “transactions in a basket”, the initial investment cost of the long-term equity investment
accounted for using cost method shall be the aggregate of the carrying amount of equity investment previously held by the acquiree
and the additional investment cost. For previously held equity accounted for using equity method, relevant other comprehensive
income will not be accounted for. For previously held equity investment classified as available-for-sale financial asset, the difference
between its fair value and carrying amount, as well as the accumulated movement in fair value previously included in the other
comprehensive income shall be transferred to profit or loss for the current period.
Agent fees incurred by the absorbing party or acquirer for the acquisition such as audit, legal service, and valuation and consultation
fees, and other related administration expenses are charged to profit or loss in the current period at the time such expenses incurred.
The long-term equity investment acquired through means other than a business combination shall be initially measured at its cost.
Such cost is depended upon the acquired means of long-term equity investments, which is recognized based on the purchase cost
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actually paid by the Company in cash, the fair value of equity securities issued by the Group, the agreed value of investment contract
or agreement, the fair value or original carrying amounts of the non-monetary asset exchange transaction which the asset will be
transferred out of the Company, and the fair value of long-term equity investment itself. The costs, taxes and other necessary
expenses that are directly attributable to the acquisition of the long-term equity investments are also included in the investment cost.
For additional equity investment made in order to obtain significant influence or common control over investee without resulted in
control, the relevant cost for long-term equity investment shall be the aggregate of fair value of previously held equity investment
and additional investment cost determined according to “Accounting Standard for Business Enterprises No. 22 – Recognition and
measurement of Financial Instruments”.
(2) Follow-up measurement and gain/loss recognition
As for the long-term equity investment with common control (except for the common operators ) over or significant influence on the
invested units, measured by the cost method. 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.
② Long-term equity investment checked by the equity
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.
Under the equity method, investment gain and other comprehensive income shall be recognized based on the Group’s share of the net
profits or losses and other comprehensive income made by the investee, respectively. Meanwhile, the carrying amount of long-term
equity investment shall be adjusted. The carrying amount of long-term equity investment shall be reduced based on the Group’s share
of profit or cash dividend distributed by the investee. In respect of the other movement of net profit or loss, other comprehensive
income and profit distribution of investee, the carrying value of long-term equity investment shall be adjusted and included in the
capital reserves. The Group shall recognize its share of the investee’s net profits or losses based on the fair values of the investee’s
individual separately identifiable assets at the time of acquisition, after making appropriate adjustments thereto. In the event of
inconformity between the accounting policies and accounting periods of the investee and the Company, the financial statements of
the investee shall be adjusted in conformity with the accounting policies and accounting periods of the Company. Investment gain
and other comprehensive income shall be recognized accordingly. In respect of the transactions between the Group and its associates
and joint ventures in which the assets disposed of or sold are not classified as operation, the share of unrealized gain or loss arising
from inter-group transactions shall be eliminated by the portion attributable to the Company. Investment gain shall be recognized
accordingly. However, any unrealized loss arising from inter-group transactions between the Group and an investee is not eliminated
to the extent that the loss is impairment loss of the transferred assets. In the event that the Group disposed of an asset classified as
operation to its joint ventures or associates, which resulted in acquisition of long-term equity investment by the investor without
obtaining control, the initial investment cost of additional long-term equity investment shall be the fair value of disposed operation.
The difference between initial investment cost and the carrying value of disposed operation will be fully included in profit or loss for
the current period. In the event that the Group sold an asset classified as operation to its associates or joint ventures, the difference
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between the carrying value of consideration received and operation shall be fully included in profit or loss for the current period. In
the event that the Company acquired an asset which formed an operation from its associates or joint ventures, relevant transaction
shall be accounted for in accordance with “Accounting Standards for Business Enterprises No. 20 “Business combination”. All profit
or loss related to the transaction shall be accounted for.
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.
For long equity investment in associate and joint venture held by the Company prior to first implementation of the new accounting
principles on 1 January 2007, equity investment debtor difference relating to the investment (if any) shall be amortized and included
in current gains and losses against the remaining period under straight line method.
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 5 (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.
In respect of long-term equity investment at equity with the remaining equity interest after disposal also accounted for using equity
method, other comprehensive income previously under owners’ equity shall be accounted for in accordance with the same accounting
treatment for direct disposal of relevant asset or liability by investee on pro rata basis at the time of disposal. The owners’ equity
recognized for the movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit
distribution of investee) shall be transferred to profit or loss for the current period on pro rata basis.
In respect of long-term equity investment at cost with the remaining equity interest after disposal is also accounted for at cost, other
comprehensive income recognized due to measurement at equity or recognition and measurement for financial instruments prior to
obtaining control over investee shall be accounted for in accordance with the same accounting treatment for direct disposal of
relevant asset or liability by investee and carried forward to current gains and losses on pro rata basis. The movement of other
owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution of investee) shall be transferred to
profit or loss for the current period on pro rata basis.
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In the event of loss of control over investee due to partial disposal of equity investment by the Group, in preparing separate financial
statements, the remaining equity interest which can apply common control or impose significant influence over the investee after
disposal shall be accounted for using equity method. Such remaining equity interest shall be treated as accounting for using equity
method since it is obtained and adjustment was made accordingly. For remaining equity interest which cannot apply common control
or impose significant influence over the investee after disposal, it shall be accounted for using the recognition and measurement
standard of financial instruments. The difference between its fair value and carrying amount as at the date of losing control shall be
included in profit or loss for the current period. In respect of other comprehensive income recognized using equity method or the
recognition andmeasurement standard of financial instruments before the Group obtained control over the investee, it shall be
accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by investee at the
time when the control over investee is lost. Movement of other owners’ equity (excluding net profit or loss, other comprehensive
income and profit distribution under net asset of investee accounted for and recognized using equity method) shall be transferred to
profit or loss for the current period at the time when the control over investee is lost. Of which, for the remaining equity interest after
disposal accounted for using equity method, other comprehensive income and other owners’ equity shall be transferred on pro rata
basis. For the remaining equity interest after disposal accounted for using the recognition and measurement standard of financial
instruments, other comprehensive income and other owners’ equity shall be fully transferred.
In the event of loss of common control or significant influence over investee due to partial disposal of equity investment by the
Group, the remaining equity interest after disposal shall be accounted for using the recognition and measurement standard of
financial instruments. The difference between its fair value and carrying amount as at the date of losing common control or
significant influence shall be included in profit or loss for the current period. In respect of other comprehensive income recognized
under previous equity investment using equity method, it shall be accounted for in accordance with the same accounting treatment for
direct disposal of relevant asset or liability by investee at the time when equity method was ceased to be used. Movement of other
owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution under net asset of investee accounted
for and recognized using equity method) shall be transferred to profit or loss for the current period at the time when equity method
was ceased to be used.
The Group disposes its equity investment in subsidiary by a stage-up approach with several transactions until the control over the
subsidiary is lost. If the said transactions belong to “transactions in a basket”, each transaction shall be accounted for as a single
transaction of disposing equity investment of subsidiary and loss of control. The difference between the disposal consideration for
each transaction and the carrying amount of the corresponding long-term equity investment of disposed equity interest before loss of
control shall initially recognized as other comprehensive income, and subsequently transferred to profit or loss arising from loss of
control for the current period upon loss of control.
14. 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. Besides,
vacant buildings held by the Company for operating or lease purposes would be also stated as investment property provided that
board of directors (or similar authority) pass written resolution which definitely expresses that the buildings will be held for operating
or lease purposes and the intention for holding will not change shortly.
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.
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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 test method and impairment provision method in relation to investment property is detailed in note IV.20 “Long term
assets impairment”.
Where property for own use or inventory transfers to investment property, or investment property transfers to property for own use,
carrying value before such transfer shall be taken as book value after such transfer.
In the event that an investment property is converted to an owner-occupied property, such property shall become fixed assets or
intangible assets since the date of its conversion. In the event that an owner-occupied property is converted to real estate held to earn
rentals or for capital appreciation, such fixed assets or intangible assets shall become an investment property since the date of its
conversion. Upon the conversion, investment property which is measured at cost is accounted for with the carrying value prior to
conversion, and investment property which is measured at fair value is accounted for with the fair value as of the conversion date.
If an investment property is disposed of or if it withdraws permanently from use and no economic benefit will be obtained from the
disposal, the recognition of it as an investment property shall be terminated. When an investment property is sold, transferred, retired
or damaged, the amount of proceeds on disposal of the property net of the carrying amount and related tax and surcharges is
recognized in profit or loss for the current period.
15. 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 expected costs for disposal.
(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:
Item Life expectancy Salvage value rate Annual depreciation rate
Houses and buildings 20-year 10% 4.5%
Equipment(fuel machinery group excluded) 15-20 years 10% 4.5%-6%
The work quantity
Equipment-fuel machinery group(note) 10%
method
Transportation tools 5 years 10% 18%
Other equipment 5 years 10% 18%
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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
Shenzhen New Power Industrial Co., Ltd(“New Power
Generating unit 10# 3,954.47
Company”)
Generating unit 1# 3,856.98
Shen Nan Dian (Zhongshan) Power Co.,
Ltd.(“Zhongshan Power Company”) Generating unit 3# 3,799.49
Generating unit 1# 4,107.76
Shen Nan Dian (Dongguan) Weimei Power Co.,
Ltd.(“ Weimei Power Company”) Generating unit 3# 3,850.07
(3) Impairment test on fixed asset and providing of impairment provision
Found more in Note IV-20.”Impairment of long-term assets”
(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
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.
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.
The Company re-reviews useful life, expected net residual value and depreciation method of fixed assets at least at each year end.
Any change thereof would be recorded as change of accounting estimates.
16. Construction-in-progress
Cost of construction in process is determined at practical construction expenditures, including all expenses during the construction,
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capitalized loan expenses before the construction reaches useful status, and other relative expenses. It is transferred to fixed asset as
soon as the construction reaches the useful status.
Impairment testing method and accrual method for impairment reserves found in Note IV-20”Impairment of long-term assets”
17. Borrowing expenses
Borrowing expenses include interest, amortisation of discounts or premiums related to borrowings, ancillary costs incurred in
connection with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. Borrowing
expenses that can be directly attributed for purchasing or construction of assets that are complying with capitalizing conditions start
to be capitalized when the payment of asset and borrowing expenses have already occurred, and the purchasing or production
activities in purpose of make the asset usable have started; Capitalizing will be terminated as soon as the asset that complying with
capitalizing conditions has reached its usable or saleable status. The other borrowing expenses are recognized as expenses when
occurred.
Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving
interest of unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the
weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of
common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings.
During the capitalization period, exchange differences on a specific purpose borrowing denominated in foreign currency shall be
capitalized. Exchange differences related to general-purpose borrowings denominated in foreign currency shall be included in profit
or loss for the current period.
Qualifying assets are assets (fixed assets, investment property, inventories, etc.) that necessarily take a substantial period of time for
acquisition, construction or production to get ready for their intended use or sale.
Capitalization of borrowing costs shall be suspended during periods in which the acquisition, construction or production of a
qualifying asset is interrupted abnormally, when the interruption is for a continuous period of more than 3 months, until the
acquisition, construction or production of the qualifying asset is resumed.
18. Intangible assets
(1) Intangible assets
An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the Company.
An intangible asset shall be initially measured at cost. The expenditures incurred on an intangible asset shall be recognized as cost of
the intangible asset only if it is probable that economic benefits associated with the asset will flow to the Company and the cost of the
asset can be measured reliably. Other expenditures on an item asset shall be charged to profit or loss when incurred.
Land use right acquired shall normally be recognized as an intangible asset. Self-constructed buildings (e.g. plants), related land use
right and the buildings shall be separately accounted for as an intangible asset and fixed asset. For buildings and structures purchased,
the purchase consideration shall be allocated among the land use right and the buildings on a reasonable basis. In case there is
difficulty in making a reasonable allocation, the consideration shall be recognized in full as fixed assets.
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深圳南山热电股份有限公司 2014 年年度报告全文
An intangible asset with a finite useful life shall be stated at cost less estimated net residual value and any accumulated impairment
loss provision and amortized using the straight-line method over its useful life when the asset is available for use. Intangible assets
with indefinite life are not amortized.
The Group shall review the useful life of intangible asset with a finite useful life and the amortization method applied at least at each
financial year-end. A change in the useful life or amortization method used shall be accounted for as a change in accounting estimate.
For an intangible asset with an indefinite useful life, the Group shall review the useful life of the asset in each accounting period. If
there is evidence indicating that the useful life of that intangible asset is finite, the Company shall estimate the useful life of that asset
and apply
the accounting policies accordingly.
(2) Impairment test method of intangible assets & calculation method of depreciation reserve
Found more in Note IV-20”Impairment of long-term assets”
19. 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 amortized by straight-line method to the benefit period.
20. Impairment of long-term 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.
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
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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.
21. Staff remuneration
Staff remuneration includes short term staff remuneration, post office benefit, dismissal benefit and other long term staff benefits,
among which:
Short term staff remuneration mainly consists of salary, bonus, allowance and subsidy, staff benefits, medical insurance, maternity
insurance, work related injury insurance, housing funds, labor unit fee and education fee, non-monetary benefits, etc. short term staff
remuneration actually happened during the accounting period in which staff provides services to the Company is recognized as
liability, and shall be included in current gains and losses or relevant asset cost. Non-monetary benefits are measured at fair value.
Post office benefits mainly consist of defined withdraw plan and defined benefit plan. Defined withdraw plan mainly includes basic
pension insurance, unemployment insurance and annuity, and the contribution payable is included in relevant asset cost or current
gains and losses when occurs.
When the Company terminates the employment relationship with employees before the end of the employment contracts or provides
compensation as an offer to encourage employees to accept voluntary redundancy, the Company shall recognize employee
compensation liabilities arising from compensation for staff dismissal and included in profit or loss for the current period, when the
Company cannot revoke unilaterally compensation for dismissal due to the cancellation of labor relationship plans and employee
redundant proposals; and the Company recognize cost and expenses related to payment of compensation for dismissal and
restructuring, whichever is earlier. However, if the compensation for termination of employment is not expected to be fully paid
within 12 months from the reporting period, it shall be accounted for other long-term staff remuneration.
The early retirement plan shall be accounted for in accordance with the accounting principles for compensation for termination of
employment. The salaries or wages and the social contributions to be paid for the employees who retire before schedule from the date
on which the employees stop rendering services to the scheduled retirement date, shall be recognized (as compensation for
termination of employment) in the current profit or loss by the Group if the recognition principles for provisions are satisfied.
For other long-term employee benefits provided by the Company to its employees, if satisfy with the established withdraw plan, then
the benefits are accounted for under the established withdraw plan, otherwise accounted for under defined benefit scheme.
22. Accrued liabilities
When responsibilities connected to contingent issues meet the follow conditions at the same time, than recognized as accrued
liability: (1) the liability is the current liability that undertaken by the Company; (2) the liability has the probability of result in
financial benefit outflow; and (3) 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,
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the predicted liabilities are measured according to the best estimation on the payment to fulfill the current responsibility.
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.
(1)Contact in loss
Contact in loss is identified when the inevitable cost for performance of the contractual obligation exceeds the inflow of expected
economic benefits. When a contract in loss is identified and the obligations thereunder are qualified by the aforesaid recognition
criterion for contingent liability, the difference of estimated loss under contract over the recognized impairment loss (if any) of the
subject matter of the contract is recognized as contingent liability.
(2) Restructuring obligations
For detailed, official and publicly announced restructuring plan, the direct expenses attributable to the restructuring are recognized as
contingent liabilities, provided that the aforesaid recognition criterion for contingent liability is met. For restructuring obligations
arising from disposal of part business, the Company will recognise the obligations relating to restructuring only when it undertakes to
dispose part business (namely entering into finalized disposal agreement).
23. Share-based Payments
(1) Accounting treatment
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.
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.
On each balance sheet date during the vest period, the Company makes the best estimate based on subsequent information such as the
latest available information about change of number of exercisable employees, thus to amend the number of equity instruments
which are expected to be exercisable. Impact of the above estimate is included in relevant cost or expense for the current period, with
corresponding adjustment in capital reserve.
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.
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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.
(3) Accounting treatment in respect of themodification 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 but have not fulfilled during
the vesting period, equity instrument award are deemed cancelled.
(3)Accounting for share based payment concerning the Company, its shareholders or actual controllers
As for share based payment concerning the Company, its shareholders or actual controllers, with either the settlement entity or
service-acceptance entity in the Company or not, it is accounted for in our consolidated financial statement under the following
provisions:
①for settlement entity making settlement with its own equity instruments, the transaction is accounted for as equity settled share
based payment, otherwise it shall be accounted for as cash settled share based payment.
If the settlement entity is an investor of the service-acceptance entity, the transaction is recognized as long term equity investment in
the service-acceptance entity based on the fair value of the equity instruments as at the grant date or the fair value of assumed
liabilities, with recognition of capital reserve (other capital reserve) or liabilities.
②If service-acceptance entity is not obliged to settle or grant its own equity instruments to its employees, the share based payment
transaction is accounted for as equity settled share based payment. If service-acceptance entity is obliged to settle or the equity
instruments granted to its employee are not the own instruments of the entity, the share based payment transaction is accounted for as
cash settled share based payment.
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For intra-company share based payment transactions, if the service-acceptance entity and settlement entity are not the same enterprise,
the share based payment transaction shall be recognized and measured in the respective financial statement of the two entities under
the aforesaid principles.
24. 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.
25. 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 divided 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.
Bases for recognition of government grants received by the Company and its subsidiaries are set out below:
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(1)Bases for recognition of government grant received by the Company
Pursuant to the notice relating to provisionally collecting fuel and gas processing fee as subsidies for peak power generation by local
power plants (SFB[2010]74) issued by the office of Shenzhen municipal government, 2011 reply relating to confirming subsidy
arrangement for power generation by Shenzhen power plants (SKGMXDZZi[2010]207) issued by Economy, Trade and Information
Commission of Shenzhen Municipality as well as the notice relating to continuously collecting fuel and gas processing fee as
subsidies for losses arising from peak power generation by local power plants (SKGMXDZZi[2011]206), the Company calculated
fuel subsidy income receivables and recognised the same as government grant income according to the calculation method as
required by the notice relating to 2013 power generation subsidy plan for Shenzhen (SJMXXDZZi[2014]11) issued by Economy,
Trade and Information Commission of Shenzhen Municipality.
The Company calculated fuel subsidy income receivables and recognised the same as government grant income according to the
calculation method as required by the provisional rules relating to management of power generation subsidy for Shenzhen
(SFB[2015]14) issued by the office of Shenzhen municipal government.
(2) Bases for recognition of government grants received by our subsidiaries Shennandian (Zhongshan) Power Co., Ltd. (hereinafter
referred to as “Zhongshan Power”) and Shennandian (Dongguan) Weimei Power Co., Ltd. (hereinafter referred to as “Weimei
Power”)
Pursuant to the provisions set out in the notice relating to provisionally collecting gas and oil processing fee (YFH[2008]31) issued
by Guangdong Provincial Government and the relevant documents issued by Guangdong Price Control Administration, Zhongshan
Power and Weimei Power shall recognise government grant income upon actual receipt of gas and oil processing subsidy fee or
receipt of relevant vouchers proving collection of gas and oil processing subsidy fee
Pursuant to the relevant provisions of the Notice relating to Implementing Subsidy Arrangement Plan about Gas and Fuel Processing
Fee for the First Half of 2014 (YFGJGH(2014)3668) and the Notice relating to Implementing Subsidy Arrangement Plan about Gas
and Fuel Processing Fee for the First Half of 2014 (YFGJGH(2015)54), Zhongshan Power and Weimei Power calculated their fuel
subsidy receivables, and recognized the same as government subsidy.
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, 2012-2013 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.
26 Deferred income tax asset/ deferred income tax liability
(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
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income tax payable (or repayable) as specified by tax law. Assessable income on which current income expense is based represents
the profit before tax for the year upon adjustment against relevant tax rules.
(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.
Deferred income tax liabilities are not recognized for taxable temporary differences related to: the initial recognition of goodwill; and
the initial recognition of an asset or liability in a transaction which is neither a business combination nor affects accounting profit or
taxable profit (or deductible loss) at the time of the transaction. In addition, the Group recognizes the corresponding deferred income
tax liability for taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, except when
both of the following conditions are satisfied: the Company able to control the timing of the reversal of the temporary difference; and
it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are not recognized for deductible temporary differences related to the initial recognition of an asset or
liability in a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) at
the time of the transaction. In addition, the Group recognizes the corresponding deferred income tax asset for deductible temporary
differences associated with investments in subsidiaries, associates and joint ventures to the extent that it is probable that taxable
profits will be available against which the deductible temporary differences can be utilized, except when both of the following
conditions are satisfied: it is not probable that the temporary difference will reverse in the foreseeable future; and it is not probable
that taxable profits will be available in the future, against which the temporary difference can be utilized.
For deductible loss and taxation decrease which can be carried over to following fiscal year, relevant deferred income tax asset may
be confirmed subject to amount of taxable income which is likely to be acquired to deduct deductible loss and taxation decrease in
the future.
On 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.
On 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.
(3) Income tax expenses
Income tax expense includes current income tax and deferred income tax.
Current deferred income tax and deferred income tax expenses or income shall reckoned into current gains/losses other that those
current income tax and deferred income tax with transactions and events concerned, that reckoned into shareholder’s equity directly
while recognized as other comprehensive income; and the book value of the goodwill adjusted for deferred income tax arising from
enterprise combination
(4) Offset of income tax
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realize the assets and settle the
liabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis.
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When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
which intend either to settle current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously, in
each future period in which significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets
and deferred tax liabilities are offset and presented on a net basis.
27. Leasing
Finance lease is to virtually transfer all risks and rewards related to ownership of asset, the ownership is may transfer ultimately or
not. 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 straight-line method. 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 renter
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.
(3) Financing lease business with the Group recorded as lessee
On the beginning date of the lease, the entry value of leased asset shall be at the lower of the fair value of the leased asset and the
present value of minimum lease payment at the beginning date of the lease. Minimum lease payment shall be the entry value of
long-term accounts payable, with difference recognized as unrecognized financing expenses. In addition, initial direct costs
attributable to leased items incurred during the process of lease negotiation and signing of lease agreement shall be included in the
value of leased assets. The balance of minimum lease payment after deducting unrecognized financing expenses shall be accounted
for long-term liability and long-term liability due within one year.
Unrecognized financing expenses shall be recognized as financing expenses for the current period using effective interest method
during the leasing period. Contingent rent shall be included in profit or loss for the current period at the time it incurred.
(4) Financing lease business with the Group recorded as lessor
On the beginning date of the lease, the entry value of lease receivable shall be the aggregate of minimum lease receivable and initial
direct costs at the beginning date of the lease. The unsecured balance shall be recorded. The aggregate of minimum lease receivable,
initial direct costs and unsecured balance and the different between their present value shall be recognized as unrealised financing
income. The balance of lease receivable after deducting unrecognized financing income shall be accounted for long-term debt and
long-term debt due within one year.
Unrecognized financing income shall be recognized as financing income for the current period using effective interest method during
the leasing period. Contingent rent shall be included in profit or loss for the current period
28 Other Main Accounting Policies and Estimations
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
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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 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.
29. Changes of main accounting policy and accounting estimation
(1) Change of accounting policy
Changes for implementing the new accounting standards
At the beginning of 2014, Ministry of Finance issued the followed rules Cai Kuai [2014] No. 6; No.8; No.10; No.11; No.14 and
No.16, that is "Accounting Standards for Business Enterprises No. 39 - Fair Value Measurements ", " Accounting Standards for
Business Enterprises No. 30 - Presentation of Financial Statements "(2014 Revised), "Accounting Standards for Business Enterprises
No. 9 - Employee Remuneration(2014 Revised)", " Accounting Standards for Business Enterprises No. 33 - Consolidated Financial
Statements "(2014 Revised), "Accounting Standards for Business Enterprises No. 40 - Joint Venture Arrangement", "Accounting
Standards for Business Enterprises No. 2 - Long-term Equity Investments(2014 Revised)" and "Accounting Standards for Business
Enterprises No. 41 - Disclosure of Interests in Other Entities", and requires all the enterprises implementing the accounting standards
to execute since July 1, 2014, and encourage the enterprise listed aboard to exercise the new standards ahead of time. Meanwhile, the
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Ministry of Finance issued the Cai Kuai [2014] No.23 "Accounting Standards for Business Enterprises No. 37 - Presentation of
Financial Instruments (2014 Revised)"(“Presentation of Financial Instruments” for short), which requires the enterprises
implementing the accounting standards to present the financial instruments in the financial reports of 2014 and the subsequent
periods in accordance with the requirements of the accounting standards.
Being deliberated and approved by 17th Meeting of 6th Session of the Board dated 8th August 2014, the Company executed the above
mentioned 7 new or revised accounting standards except the Presentation of Financial Instruments since 1 July 2014, and started
executing the Presentation of Financial Instruments in preparing the annual financial report of 2014; and adjust in line with the
connecting requirement of vary standards, impacts on item and amount of the current period and previous financial statement are as:
Amount impact on relevant financial
statement dated 1 January 2014/ for year
Explaination on the Company for accounting policy
Standards of 2013
changed
Item amount impact (+,-)
Before “Accounting Standards for Business Enterprises
“Accounting
No. 2 - Long-term Equity Investments(2014 Revised)” Financial asses
Standard for
executed, as for the equity investment of the invested available for 59,815,000.00
Business entity without common controls or significant influence sale
Enterprises No. 2 and which has no quota in an active price and with its
fair value can not be measured reliably, reckoned as
– Long-Term
long-term equity investment by cost method. After
Equity “Accounting Standards for Business Enterprises No. 2 -
Investment” Long-term Equity Investments(2014 Revised)”
executed, as for the equity investment of the invested Long-term
entity without common controls or significant influence equity -59,815,000.00
and which has no quota in an active price and with its investment
fair value can not be measured reliably, reckoned as
financial assets available for sale. The Company
running an accounting treatment for the change of
policy on retrospective application.
“Accounting Deferred
After “Accounting Standard for Business Enterprises 50,713,516.50
income
Standard for
No. 30 – Presentation of Financial Statements”, the
Business deferred income and financial asses or liability who
Enterprises No. measured by fair value and with its variation reckoned
Other
into current gains/losses shall be listed separately, the
30 – Presentation non-current -50,713,516.50
Company use retrospective application on the above
liability
of Financial accounting policy changed in accounting.
Statements”
(2) change of accounting estimation
There was no change of accounting estimation in the reporting period.
30. Major accounting judgment and 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,
12
深圳南山热电股份有限公司 2014 年年度报告全文
estimation and assumption are based on historical experiences of the Group’s management, together with consideration of other
relevant factors. These judgments, estimations and assumption would affect the reported amount of income, expense, asset and
liability and disclosure of contingent liabilities on balance sheet date. However, actual results resulting from the uncertainty of these
estimates may differ from the current estimation made by management of the Company, which would in turn lead to material
adjustments to the carrying value of assets or liabilities which will be affected in future.
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.
On balance sheet date, major aspects in the statement need to judge, estimate and consumption by the Company are as:
(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 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.
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深圳南山热电股份有限公司 2014 年年度报告全文
(5)Impairment provision for non-financial non-current assets
The Company makes judgment on each balance sheet date on whether there is indication of impairment in respect of non-current
assets other than financial assets. Intangible assets with indefinite useful life shall also be further tested for impairment when there is
indication of impairment, in addition to the annual impairment test. Other non-current assets other than financial assets would be test
for impairment when there is indication showing its carrying value in not likely to be recovered.
Impairment exists when carrying value of asset or assets group is higher than recoverable amount, namely the higher of fair value
less disposal cost and present value of expected future cash flow.
The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm’s length
transaction of similar assets or observable market prices less incremental costs for disposing of the asset.
In assessing value in use, significant judgments are exercised over the asset’s production, selling price, related operating expenses
and discount rate to calculate the present value. All relevant materials which can be obtained are used for estimation of the
recoverable amount, including the estimation of the production, selling price and related operating expenses based on reasonable and
supportable assumptions.
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the
cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the
expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present
value of those cash flows.
(6)Depreciation and amortisation
Assets such as investment properties, fixed assets and intangible assets are depreciated and amortised over their useful lives under
straight line method after taking into account residual value. The estimated useful lives of the assets are regularly reviewed to
determine the depreciation and amortisation costs charged in each reporting period. The useful lives of the assets are determined
based on historical experience of similar assets and the estimated technical changes. If there have been significant changes in the
factors used to determine the depreciation or amortisation, the rate of depreciation or amortisation is revised prospectively.
(7)Deferred income tax assets
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against
which the losses can be utilised. Significant management judgment is required to determine the amount of deferred income tax assets
that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
(8) Early retirement pension plan and supplementary social pension plan
Expense and liability resulted from early retirement pension plan and supplementary social pension plan are determined based on a
variety of assumptions, including the discount rate, the growth rate of average medical cost, the growth rate of retired employees’
subsidies and other factors. Differences between actual and estimated results will be recognized accordingly as current expense.
Although management believes that the assumptions are reasonable, the changes in actual empirical value and assumptions will
affect the amount of expenses and the balance of liabilities resulted from early retirement pension plan and supplementary social
pension plan.
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深圳南山热电股份有限公司 2014 年年度报告全文
(9)Projected liability
Provision for product quality guarantee, estimated onerous contracts, and delay delivery penalties shall be recognized in terms of
contract, current knowledge and historical experience. If the contingent event has formed a practical obligation which probably
results in outflow of economic benefits from the Group, a projected liability shall be recognized on the basis of the best estimate of
the expenditures to settle relevant practical obligation. Recognition and measurement of the projected liability significantly rely on
the management’s judgments inconsideration of the assessment of relevant risks, uncertainties, time value of money and other factors
related to the contingent events.
In addition, the Company would project liabilities for after-sale quality maintenance commitment provided to customers in respect of
goods sold, maintained and reconstructed by the Company. Recent maintenance experience of the Company has been considered
when projecting liabilities, while the recent maintenance experience may not reflect the future maintenance. Any increase or decrease
of this provision may affect profit or loss for future years.
V. Taxes
1. Main taxation items and its tax rate
Taxation items Tax rate
Output tax calculated based on the 11%, 13% or 17% of the taxable income,
VAT
VAT based on the difference after deducted the current input tax
Business tax Taxed by 3% and 5% of the taxable turnover
City maintenance tax Taxed by 1% , 5% and 7% of the turnover tax actually paid
Education surtax Taxed by 3% of the turnover tax actually paid
Local education surtax Taxed by 2% of the turnover tax actually paid
Enterprise income tax Taxed by 16.5% to 25% of the taxable income amount (note 1)
Tax by the Value-added amount from transferring state-owned land use right ,
Land VAT
landing construction and its affiliates with four super-rate progressive tax rate
As for the taxed by residual value, paid with the 1.2% of the residual value after
Real estate tax original value deductged 30%; as for the taxed by house rental, taxed with 12%
of the rental income
Land-use tax of town 2.5 Yuan ~ 9Yuan per square meter for the land area actually occupated
(note 1) Rate for the income tax for the Company and subsidiaries as:
Taxpaying body Rate of income tax
Shenzhen Nanshan Power Co.,Ltd. (“the Company”) 25%
Shenzhen New Power Industrial Co., Ltd (“New Power Company”) 25%
12
深圳南山热电股份有限公司 2014 年年度报告全文
Taxpaying body Rate of income tax
Shenzhen Shennan Power Gas Turbine Engineering Technique Co., Ltd. (“Engineering
25%
Co”)
Shenzhen Server Energy Co., Ltd. (“Shenzhen Server”) 25%
Shenzhen Shennan Power Environment Protection Co., Ltd(“Environment Protection
25%
Co., ”)
Shennandian (Zhongshan) Power Co., Ltd. (“Zhongshan Power Company”) 25%
Shennandian (Dongguan) Weimei Power Company Limited (“ Weimei Power
25%
Company”)
SHENNAN ENERGY (SINGAPORE) PTE LTD(“ Singapore company”) 20%
Zhongshan Shenzhong Real Estate Development Co., Ltd. (“Shen Development”) 25%
Zhongshan Shenzhong Real Estate Investment Property Co., Ltd. (“Shen Investment
25%
Property”)
Zhongshan Shennandian Storage Co., Ltd. (“Shen Storage ”) 25%
HONG KONG SYNDISOME CO., LIMITED(“SYNDISOME”) 16.5%
Note: in July 2014, being verified by Shenzen Market Supervisory Authority, subsidiary of the Company Shenzhen Server Oil Supply
Co., Ltd. changed the name as Shenzhen Server Energy Co., Ltd.
2. Taxes preferential and approvals
Name of
the
compan Relevant regulation and policies Approval Approval Exemption Period of
Tax y basis institution documents range validity
Environ
” Notice of adjustment and
ment VAT free for
perfection on resources Not Not Not
VAT Protecti sludge
comprehensive usage and labor applicable applicable applicable
treatment
on VAT policy”(CS No.115[2011])
Co.,
” Arrangement of avoidance of
Levy income
Enterprise double-taxation and prevention of
SYNDI Not Not tax by 10% of Not
income tax free in mainland China and
SOME applicable applicable total share applicable
Hong Kong Special Administrative
tax interests
Region”(GSH No. 884[2006])
12
深圳南山热电股份有限公司 2014 年年度报告全文
Name of
the
compan Relevant regulation and policies Approval Approval Exemption Period of
Tax y basis institution documents range validity
No enterprise
State Tax Shen Guo income tax
Enterprise Bureau of Sui Nan Kou should pay for
SYNDI ’Enterprise Income Tax Law of Not
income Nanshan Jiao Bei Zi the dividend
SOME People’s Republic of China” applicable
Distict No.: before 31
tax
Shenzhen [2011]0011 December
2007
VI. Annotation of the items in consolidate 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, 2014, “year-end” refers to Dec. 31, 2014.
1. Monetary fund
Item Year-end balance Year-beginning balance
Cash on hand 231,215.44 199,128.31
Bank savings 567,604,064.37 536,956,524.68
Other monetary fund 10,749,167.21 5,899,176.53
Total 578,584,447.02 543,054,829.52
Including: total amount saving aboard 5,889,894.82 6,824,284.82
Note: among the above other monetary capital, there are 10,089,490.00 Yuan guarantee draft margin included
(on 31 December 2013: 5,000,000.00 Yuan).
2. Account receivable
(1) Account receivable classified according to types:
Year-end balance
Book Balance Bad debt provision
Type
Proportion Accruing Book value
Amount Amount
(%)
proportion(%)
Account receivable with single major
amount and withdrawal bad debt 3,474,613.06 0.69 3,474,613.06 100.00 0.00
provision for single item
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深圳南山热电股份有限公司 2014 年年度报告全文
Year-end balance
Book Balance Bad debt provision
Type
Proportion Accruing Book value
Amount Amount
(%)
proportion(%)
Account receivable withdrawal bad debt
provision by group of credit risk 502,772,509.41 99.13 0.00 0.00 502,772,509.41
characteristics
Account receivable with single minor
amount but withdrawal bad debt provision 946,915.10 0.18 946,915.10 100.00 0.00
for single item
Total 507,194,037.57 100.00 4,421,528.16 0.87 502,772,509.41
（Continued）
Year-beginning balance
Book Balance Bad debt provision
Type
Accruing Book value
Proportion
Amount (%) Amount proportion(%)
Account receivable with single major
amount and withdrawal bad debt 3,474,613.06 0.39 3,474,613.06 100.00 0.00
provision for single item
Account receivable withdrawal bad debt
provision by group of credit risk 876,368,547.41 99.50 0.00 0.00 876,368,547.41
characteristics
Account receivable with single minor
amount but withdrawal bad debt provision 946,915.10 0.11 946,915.10 100.00 0.00
for single item
Total 880,790,075.57 100.00 4,421,528.16 0.50 876,368,547.41
(2) Age analysis of account receivable:
year-end year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1year 428,409,117.24 84.47 634,467,247.62 72.04
1 to 2years 74,138,200.00 14.62 241,719,175.93 27.44
2 to 3years 43,068.31 0.01 84,236.10 0.01
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深圳南山热电股份有限公司 2014 年年度报告全文
year-end year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Over 3 years 4,603,652.02 0.90 4,519,415.92 0.51
Total 507,194,037.57 100.00 880,790,075.57 100.00
(3) Bad debt provision accrual, collected or switch-back in the Year
①Account receivable with single major amount and withdrawal bad debt provision for single item at year-end
Year-end balance
Account receivable (by unit) Account Accruing
Bad debt provision Accrual reason
receivable 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
Year-end balance
Account receivable
Book Balance Bad debt provision Accruing proportion
Account of engineering
800,000.00 800,000.00 100.00
receivable
Amount of oil sales
146,915.10 146,915.10 100.00
receivable
Total 946,915.10 946,915.10 100.00
(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 five account receivables at year-end balance listed by arrears party
Relationship with the Proportion in total
Name of the company Amount Age
Company account receivable(%)
Bureau of Finance of Shenzhen
Municipality Non-related party 348,388,200.00 Within 2 years 68.69
Bureau of Finance of Dongguan
Municipality Non-related party 85,254,240.00 Within 1year 16.81
Bureau of Finance of Zhongshan
Municipality Non-related party 51,842,607.34 Within 1year 10.22
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深圳南山热电股份有限公司 2014 年年度报告全文
Relationship with the Proportion in total
Name of the company Amount Age
Company account receivable(%)
Guangdong Power Grid
Corporation Non-related party 9,855,111.20 Within 1year 1.94
Shenzhen Water Bureau Non-related party 3,857,384.75 Within 1year 0.76
Total 499,197,543.29 98.42
3. Account paid in advance
(1) Account paid in advance classified according to age:
Year-end balance Year-beginning balance
Age
Amount Proportion (%) Amount Proportion (%)
Within 1year 6,165,853.29 98.92 10,842,745.79 98.56
1 to 2years 0.00 0.00 0.00 0.00
2 to 3years 0.00 0.00 0.00 0.00
Over 3 years 67,504.20 1.08 158,089.18 1.44
Total 6,233,357.49 100.00 11,000,834.97 100.00
(2) Top five account paid in advance at year-end balance listed by object
Relationship
Proportion in total
Name of the company with the Amount Age
account receivable（%）
Company
Shenzhen Nangang Power Engineering Co., Non-related
Ltd. party 4,675,000.00 Within 1year 75.00
General Ha Power Nanqi Energy Non-related
Qinghuangdao Company party 1,270,000.00 Within 1year 20.37
Non-related
Guodian Nanjing Automation Co., Ltd. party 38,000.00 Within 1year 0.61
Guangzhou Zhongcheng Machinery Material Non-related
Trading Co., Ltd. party 36,630.00 Within 1year 0.59
Non-related
Auma Actuators (China) Co., Ltd. party 26,648.00 Within 1year 0.43
Total 6,046,278.00 97.00
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深圳南山热电股份有限公司 2014 年年度报告全文
4. Other account receivable
(1) Other account receivable classified according to type:
Year-end balance
Book Balance Bad debt provision
Type
Accruing Book value
Proportion
Amount (%) Amount proportion(%)
Other account receivable with individual
major amount and withdrawal bad debt 20,341,666.46 37.45 20,341,666.46 100.00 0.00
provision independently
Other account receivable withdrawal bad
debt provision by group of credit risk 29,514,262.28 54.34 0.00 0.00 29,514,262.28
characteristics
Other account receivable with individual
minor amount but withdrawal bad debt 4,460,450.11 8.21 3,824,483.31 85.74 635,966.80
provision independently
Total 54,316,378.85 100.00 24,166,149.77 44.49 30,150,229.08
（Continued）
Year-beginning balance
Book Balance Bad debt provision
Type
Accruing Book value
Proportion
Amount (%) Amount proportion(%)
Other account receivable with individual
major amount and withdrawal bad debt 20,341,666.46 30.66 20,341,666.46 100.00 0.00
provision independently
Other account receivable withdrawal bad
debt provision by group of credit risk 41,555,301.46 62.62 0.00 0.00 41,555,301.46
characteristics
Other account receivable with individual
minor amount but withdrawal bad debt 4,460,450.11 6.72 3,824,483.31 85.74 635,966.80
provision independently
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深圳南山热电股份有限公司 2014 年年度报告全文
Year-beginning balance
Book Balance Bad debt provision
Type
Accruing Book value
Proportion
Amount (%) Amount proportion(%)
Total 66,357,418.03 100.00 24,166,149.77 36.42 42,191,268.26
(2)Other account receivable classified according to age:
year-end year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1year 3,865,742.55 7.12 31,353,466.20 47.25
1 to 2years 25,706,927.23 47.33 307,173.95 0.46
2 to 3years 272,688.31 0.50 23,886.75 0.04
Over 3 years 24,471,020.76 45.05 34,672,891.13 52.25
Total 54,316,378.85 100.00 66,357,418.03 100.00
(3) Bad debt provision accrual, collected or switch-back in the Year
①Other account receivable with individual major amount and withdrawal bad debt provision
independently at year-end
Year-end balance
Other account receivable Other account Accruing
Bad debt provision Accrual reason
receivable proportion
Huiyang County Kangtai Industrial
14,311,626.70 14,311,626.70 100.00 Un-recover
Company
Shandong Jinan Power Equipment
3,560,000.00 3,560,000.00 100.00 Un-recover
Factory
Individual income tax 2,470,039.76 2,470,039.76 100.00 Un-recover
Total 20,341,666.46 20,341,666.46 100.00
②Other account receivable with individual minor amount but withdrawal bad debt provision
independently
Year-end balance
Other account receivable
Book Balance Bad debt provision Accruing proportion
12
深圳南山热电股份有限公司 2014 年年度报告全文
Year-end balance
Other account receivable
Book Balance Bad debt provision Accruing proportion
Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31
Deposit receivable 1,312,974.95 1,312,974.95 100.00
Bureau of Finance of Zhongshan
219,192.00 21,919.20 10.00
Municipality
Administrative Office of Nanshan
50,000.00 5,000.00 10.00
District Shenzhen
GE COMPANY 35,000.00 7,000.00 20.00
Other 759,585.00 741,585.00 97.63
Total 4,460,450.11 3,824,483.31 85.74
(5) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period.
(6) Account receivable from relatd parties found more in Note 11-6. Account receivable/payable with related party
(7) Top five other account receivables at year-end balance listed by arrears party
Relationship Proportion in total Year-end
Year-end
Name of the company with the Age year-end balance of other balance of bad
balance
Company account receivable (%) debt provision
Huidong Server Harbor
Comprehensive Development Co., Related party 13,060,361.44 1-2 years 24.05 0.00
Ltd
Managed account of Huidong
Related party 12,448,671.43 1-2 years 22.92 0.00
Server
Shandong Jinan Power Equipment Non-related
3,560,000.00 Over 3 years 6.55 3,560,000.00
Factory party
Non-related Within
468,370.33 0.86 0.00
Asset insurance fee party 1year
Bureau of Finance of Zhongshan Non-related
219,192.00 Over 3 years 0.40 21,919.20
Municipality party
Total 29,756,595.20 54.78 3,581,919.20
5. Inventory
(1)Classification of inventory
12
深圳南山热电股份有限公司 2014 年年度报告全文
Year-end balance
Item Depreciation
Book Balance Book value
provision
Fuels 53,583,940.47 7,705,116.29 45,878,824.18
Raw materials 143,393,970.37 40,637,153.79 102,756,816.58
Land Space Needed to Development (Note) 1,241,801,141.97 105,724,631.85 1,136,076,510.12
Total 1,438,779,052.81 154,066,901.93 1,284,712,150.88
（Continued）
Year-beginning balance
Item Depreciation
Book Balance Book value
provision
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
Total 1,381,533,203.19 92,719,116.89 1,288,814,086.30
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 2013: RMB 168,902,319.91). The capitalizing loan expense of this year was 0 yuan.
(2) Depreciation provision of inventory
Current increased Current decreased
Year-beginning Year-end
Item Switch-back or
balance Accrual Other Other balance
write-off
Fuels 6,882,792.16 822,324.13 0.00 0.00 0.00 7,705,116.29
Raw materials 40,232,692.88 404,460.91 0.00 0.00 0.00 40,637,153.79
Land Space Needed to
45,603,631.85
Development 60,121,000.00 0.00 0.00 0.00 105,724,631.85
Total 92,719,116.89 61,347,785.04 0.00 0.00 0.00 154,066,901.93
(3) Accrual basis for the depreciation provision of inventory and reasons of switch-back or write-off
12
深圳南山热电股份有限公司 2014 年年度报告全文
in the year
Item Accrual basis reasons of switch-back reasons of write-off
Cost higher the net
Fuels Not applicable Not applicable
realizable value
Cost higher the net
Raw materials Not applicable Not applicable
realizable value
Land Space Needed to Cost higher the net
Not applicable Not applicable
Development realizable value
6. Other current assets
Item Year-end balance Year-beginning balance
VAT input tax deductible 607,031,435.15 565,589,166.99
Enterprise income tax deductible 6,583,089.98 0.00
Other 30,000.00 0.00
Total 613,644,525.13 565,589,166.99
7. Financial assets available for sale
(1) Financial assets available for sale
Year-end balance Year-beginning balance
Item Depreciation Depreciation
Book Balance Book value Book Balance Book value
reserves reserves
Equity instrument
59,815,000.00 2,500,000.00 57,315,000.00 59,815,000.00 2,500,000.00 57,315,000.00
available for sale
Including: measured by
59,815,000.00 2,500,000.00 57,315,000.00 59,815,000.00 2,500,000.00 57,315,000.00
cost
Total 59,815,000.00 2,500,000.00 57,315,000.00 59,815,000.00 2,500,000.00 57,315,000.00
(2) Financial assets available for sale measured by cost at year-end
Book Balance Depreciation reserves
Investee company
Year-begin +,- Year-end Year-begin +,- Year-end
CPI Jiangxi Nuclear
57,315,000.00 0.00 57,315,000.00 0.00 0.00 0.00
Power Co., Ltd.
Shenzhen Petrochemical
2,500,000.00 0.00 2,500,000.00 2,500,000.00 0.00 2,500,000.00
Products Bonded Trading
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深圳南山热电股份有限公司 2014 年年度报告全文
Co., Ltd.
Total 59,815,000.00 0.00 59,815,000.00 2,500,000.00 0.00 2,500,000.00
Continued
Investee company Shareholding ratio in investee company（%） Cash bonus
CPI Jiangxi Nuclear Power Co., Ltd. 5.00 0.00
Shenzhen Petrochemical Products Bonded Trading Co., Ltd. 4.00 0.00
Total 0.00
8. Long-term equity investment
+,-
Investment Year-end balance
Year-beginning
Investee company gains/losses Year-end balance of depreciation
balance Other
recognized by reserves
equity method
Affiliated business
Huidong Server (note) 26,366,000.00 -1,768,602.67 0.00 24,597,397.33 0.00
Total 26,366,000.00 -1,768,602.67 0.00 24,597,397.33 0.00
Note: up to 31st December 2014, 20% equity of the Huidong Server was pledged to Jiahua Building Product (Shenzhen) Co., Ltd.
with 2-year term; found more in Note VI-24. Accrual liability
9. Investment real estate
Construction in
Item House, buildings Land use right Total
process
I. Original book value
1.Year-beginning balance 9,708,014.96 0.00 0.00 9,708,014.96
2.Current increased 0.00 0.00 0.00 0.00
3.Current decreased 0.00 0.00 0.00 0.00
4.Year-end balance 9,708,014.96 0.00 0.00 9,708,014.96
II. accumulated depreciation and
accumulated amortization
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深圳南山热电股份有限公司 2014 年年度报告全文
Construction in
Item House, buildings Land use right Total
process
1. Year-beginning balance 5,721,340.93 0.00 0.00 5,721,340.93
2. Current increased 442,685.52 0.00 0.00 442,685.52
(1) accrual or amortization 442,685.52 0.00 0.00 442,685.52
3. Current decreased 0.00 0.00 0.00 0.00
4. Year-end balance 6,164,026.45 0.00 0.00 6,164,026.45
III. depreciation provision
1. Year-beginning balance 0.00 0.00 0.00 0.00
2. Current increased 0.00 0.00 0.00 0.00
3.Current decreased 0.00 0.00 0.00 0.00
4、Year-end balance 0.00 0.00 0.00 0.00
IV. Book value
1. Year-end book value 3,543,988.51 0.00 0.00 3,543,988.51
2. Year-begin book value 3,986,674.03 0.00 0.00 3,986,674.03
10. Fixed assets
(1) Change of fixed assets
House and Machinery Transportation
Item Other equipment Total
buildings equipment tools
I. Original book value
1. Year-beginning balance 454,255,566.25 3,899,140,956.39 29,102,370.80 47,276,077.09 4,429,774,970.53
2. Current increased
(1) Purchase 714,800.00 47,674,061.48 1,316,404.57 1,566,283.96 51,271,550.01
(2) Construction in process 0.00 47,521,412.88 0.00
transfer-in 0.00 47,521,412.88
(3) increased by enterprise 0.00 0.00 0.00
combination 0.00 0.00
3. Current decreased
(1) Disposal or scrap 3,565,971.37 2,244,036.45 1,752,000.00 329,091.00 7,891,098.82
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深圳南山热电股份有限公司 2014 年年度报告全文
House and Machinery Transportation
Item Other equipment Total
buildings equipment tools
4. Year-end balance 451,404,394.88 3,992,092,394.30 28,666,775.37 48,513,270.05 4,520,676,834.60
II. Accumulated
depreciation
1. Year-beginning balance 224,415,361.17 2,198,011,721.94 25,350,379.60 38,843,806.88 2,486,621,269.59
2. Current increased
(1) accrual 19,355,396.58 118,537,533.47 1,055,368.71 1,484,887.06 140,433,185.82
3、Current decreased
(1) Disposal or scrap 1,287,208.60 1,527,804.93 1,520,460.00 296,181.90 4,631,655.43
4. Year-end balance 242,483,549.15 2,315,021,450.48 24,885,288.31 40,032,512.04 2,622,422,799.98
III. impairment provision
1、Year-beginning balance 16,723,362.62 33,849,649.16 149,172.35 114,584.76 50,836,768.89
2、Current increased
(1) accrual 1,480,216.91 8,592,034.45 0.00 0.00 10,072,251.36
3、Current decreased
(1) Disposal or scrap 2,202,333.55 192,596.27 0.00 0.00 2,394,929.82
4、Year-end balance 16,001,245.98 42,249,087.34 149,172.35 114,584.76 58,514,090.43
IV. Book value
1. Year-end book value 192,919,599.75 1,634,821,856.48 3,632,314.71 8,366,173.25 1,839,739,944.19
2. Year-begin book value 213,116,842.46 1,667,279,585.29 3,602,818.85 8,317,685.45 1,892,316,932.05
(2) Idle fixed asses temporary
Original book Accumulated Impairment
Item Book value Note
value depreciation provision
Houses and Wharf, processing
31,597,904.77 12,977,574.03 5,059,785.83 13,560,544.91
workshop of heavy oil
buildings
Processing equipment of
Equipment 635,071,333.48 532,406,934.94 42,095,394.26 60,569,004.28 heavy oil and generation
unit
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深圳南山热电股份有限公司 2014 年年度报告全文
Total 666,669,238.25 545,384,508.97 47,155,180.09 74,129,549.19
(3) Fixed assets without property license obtained
Item Book value Reasons
Booster station 6,304,579.04 Procedures uncompleted
Steam turbine workshop 2,399,778.76 Procedures uncompleted
Chemical water tower 3,970,661.86 Procedures uncompleted
Treatment shop for heavy oil 773,966.57 Procedures uncompleted
Start-up boiler house 173,947.27 Procedures uncompleted
Fire pump room 404,078.61 Procedures uncompleted
Circulating water pump house 2,543,853.62 Procedures uncompleted
Comprehensive building 4,202,649.59 Procedures uncompleted
Production and inspection building 6,644,600.37 Procedures uncompleted
Administrative building 6,831,726.49 Procedures uncompleted
Mail room of the main entrance 276,890.09 Procedures uncompleted
Turbine building and annex building 14,698,690.81 Procedures uncompleted
Plant’s ventilating system 763,852.39 Procedures uncompleted
Office building 7,229,981.64 Procedures uncompleted
Comprehensive building 1,631,837.36 Procedures uncompleted
Draft cooling tower 4,722,610.10 Procedures uncompleted
Chemical water workshop and foundation of water tank 2,244,509.29 Procedures uncompleted
Industry pool and industry pump house 985,072.08 Procedures uncompleted
Start-up boiler house 164,597.77 Procedures uncompleted
Oil treatment room and oil un-loading platform 883,339.54 Procedures uncompleted
Total 67,851,223.25
11. Construction in process
(1) Construction in process
Item year-end year-begin
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深圳南山热电股份有限公司 2014 年年度报告全文
Impairment Impairment
Book Balance Book value Book Balance Book value
provision provision
Oil to Gas Works 35,535,308.56 14,815,695.82 20,719,612.74 41,245,625.24 14,815,695.82 26,429,929.42
Heat and power
projects of 0.00 0.00 0.00 9,327,821.98 0.00 9,327,821.98
recycling economy
Cogeneration of
heat and electricity 11,243,129.01 0.00 11,243,129.01 10,659,864.11 0.00 10,659,864.11
Project
Sludge drying
0.00 0.00 0.00 1,528,014.00 0.00 1,528,014.00
project
Others 863,389.43 0.00 863,389.43 746,812.30 0.00 746,812.30
Total 47,641,827.00 14,815,695.82 32,826,131.18 63,508,137.63 14,815,695.82 48,692,441.81
(2) Changes of significant projects in construction
Transferred
Increase of this
Projects Budget year-begin fixed assets in Other decrease year-end
year
this year
Oil to Gas Works 74,400,000.00 41,245,625.24 4,165,062.97 9,875,379.64 0.00 35,535,308.57
Heat and power
projects of 10,000,000.00 9,327,821.98 55,359.00 9,383,180.98 0.00 0.00
recycling economy
Cogeneration of
heat and electricity 10,659,864.11 583,264.90 0.00 0.00 11,243,129.01
Project
Sludge drying
1,528,014.00 0.00 1,528,014.00 0.00 0.00
project
Others 746,812.30 26,851,415.38 26,734,838.25 0.00 863,389.43
Total 84,400,000.00 63,508,137.63 31,655,102.25 47,521,412.87 0.00 47,641,827.01
（Continued）
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深圳南山热电股份有限公司 2014 年年度报告全文
Accumulative Rate of
Including: Proportion of
amount of interest Project
Projects capitalization of project investment Capital resources
capitalization of capitalization progress
interest in budget (%)
interest (%)
Oil to Gas Works 0.00 0.00 0.00 61.04% 61.04% Self-raised
Heat and power
projects of
0.00 0.00 0.00 93.83% 100.00% Self-raised
recycling
economy
Cogeneration of
Self-raised and
heat and 862,167.64 0.00 0.00 0.00 0.00
borrowing
electricity Project
Sludge drying
0.00 0.00 0.00 0.00 0.00 Self-raised
project
Others 0.00 0.00 0.00 0.00 0.00 Self-raised
Total 862,167.64 0.00 0.00
(3) Construction in process Impairment provision
Reasons of
Increase of this
Item year-begin year-end
year Decrease of this year accrual
Oil to Gas Works 14,815,695.82 0.00 0.00 14,815,695.82 In idle condition
Total 14,815,695.82 0.00 0.00 14,815,695.82
(4)Idle construction in progress temporary
year-end year-begin
Item Impairment Impairment
Book Balance Net book value Book Balance Net book value
provision provision
Oil to Gas
35,535,308.57 14,815,695.82 20,719,612.75 39,147,235.65 14,815,695.82 24,331,539.83
Works(Note)
12. Intangible assets
Item Land use right Software Total
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深圳南山热电股份有限公司 2014 年年度报告全文
Item Land use right Software Total
I. Original book value
1. Year-beginning balance 91,253,625.27 3,301,026.87 94,554,652.14
2. Current increased
(1) purchase 0.00 426,382.98 426,382.98
3. Current decreased
(1) diposal 0.00 0.00 0.00
4. Year-end balance 91,253,625.27 3,727,409.85 94,981,035.12
II. accumulated amortization
1. Year-beginning balance 33,335,799.23 2,294,240.93 35,630,040.16
2. Current increased
(1) accrual 2,359,719.14 467,104.54 2,826,823.68
3、Current decreased
(1) disposal 0.00 0.00 0.00
4. Year-end balance 35,695,518.37 2,761,345.47 38,456,863.84
III. Impairment provision
1.Year-beginning balance 0.00 0.00 0.00
2. Current increased
(1) accrual 0.00 0.00 0.00
3. Current decreased
(1) disposal 0.00 0.00 0.00
4. Year-end balance 0.00 0.00 0.00
IV. Book value
1. Year-end book value 55,558,106.90 966,064.38 56,524,171.28
2. Year-begin book value 57,917,826.04 1,006,785.94 58,924,611.98
Note1: assets amortized RMB 2,826,823.68 in this year
Note 2: ended as 31 December 2014, property license of book value of land use right for the Group amounting as RMB 565,363.38
(on 31 December 2013: RMB 579,237.33)
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深圳南山热电股份有限公司 2014 年年度报告全文
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
year-end year-begin
Deductable temporary Deductable temporary
Item Deferred income tax Deferred income tax
difference and deductable difference and deductable
assets assets
losses losses
Deferred income tax assets:
Bad debt provision of account
1,105,382.04 4,421,528.16
receivable 905,382.04 3,621,528.16
Other provision for bad debts of
185,396.25 741,585.00
accounts receivable 185,396.25 741,585.00
Staff salary payable 830,621.00 3,322,484.00 729,101.00 2,916,404.00
Provision for devaluation of
625,000.00 2,500,000.00
long-term equity investment 625,000.00 2,500,000.00
Others 343,392.57 1,373,570.28 143,914.82 575,659.27
Total 2,889,791.86 11,559,167.44 2,788,794.11 11,155,176.43
(2) Unconfirmed deferred income tax assets
Item year-end year-begin
Deductable temporary difference 258,528,597.33 257,152,326.02
Deductable losses 614,900,014.19 376,710,869.45
Total 873,428,611.52 633,863,195.47
(3) The deductible losses of unrealized deferred income tax assets will expire in the following year
Year year-end year-begin
2014 0.00 20,807,915.25
2015 147,447,640.64 147,447,640.64
2016 58,409,890.90 61,381,414.19
2017 78,307,920.37 111,189,030.49
2018 35,884,868.88 35,884,868.88
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深圳南山热电股份有限公司 2014 年年度报告全文
Year year-end year-begin
2019 294,849,693.40 0.00
Total 614,900,014.19 376,710,869.45
14.Other non-current assets
Item Year-end balance Year-beginning balance
PROJECT OF LNG(Note) 22,882,181.78 22,882,181.78
Total 22,882,181.78 22,882,181.78
Note: the project was jointly constructed by Weimei Power Company and Guangdong Dapeng Liquid Natural Gas Co.,
Ltd.(hereinafter referred to as Dapeng LNG). According to the contract signed between the two parties, before the project involved
by this construction acquired approval from the relevant national authorities, the ownership belongs to both parties. After such
approval, Dapeng LNG will acquire LNG project. Thus, Weimei Power Company recorded it under the item of “other non-current
assets”.
15. Short-term loans
Item Year-end balance Year-beginning balance
Guarantee loans 928,890,000.00 969,961,917.89
Credit loans 1,689,000,000.00 2,029,000,000.00
Total 2,617,890,000.00 2,998,961,917.89
Note: loan guarantee RMB 928,890,000.00 was provided by the Company for every subsidiary.
16. Note payable
Classification Year-end balance Year-beginning balance
Trade acceptance 260,000,000.00 50,000,000.00
Total 260,000,000.00 50,000,000.00
Note: the due note payable unpaid at year-end amounting to 0.00 Yuan, and amount due at next accounting period amounting as
RMB 260,000,000.00
17. Account payable
(1)Details of account payable:
Item Year-end balance Year-beginning balance
natural gas 130,301,138.50 73,471,998.03
materials 6,984,596.90 3,378,921.66
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深圳南山热电股份有限公司 2014 年年度报告全文
Item Year-end balance Year-beginning balance
electricity 593,050.41 1,046,970.91
Others 1,286,655.02 273,218.94
Total 139,165,440.83 78,171,109.54
(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
Relationship Ratio in total
Name of the company with the Amount Year account payable
Company (%)
Guangdong Trade Branch of CNOOC Gas & Power Non-related Within
128,922,367.59 92.64
Group party 1year
Shenzhen Prosperity Engineering Technology Non-related Within
2,937,200.00 2.11
Service Co., Ltd. party 1year
Non-related Within
Guangzhou Yuanheng Energy Co., Ltd. 1,054,245.31 0.76
party 1year
Non-related Within
Shenzhen Nangang Power Engineering Co., Ltd. 702,000.00 0.50
party 1year
Guangdong Power Grid Shenzhen Power Supply Non-related Within
593,050.41 0.43
Bureau party 1year
Total 134,208,863.31 96.44
18. Account received in advance
(1)Account received in advance:
Item Year-end balance Year-beginning balance
Account received in advance for goods 0.00 512,402.70
Total 0.00 512,402.70
(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.
19 Wages payable
(1) Wages payable
Year-beginning
Item Increase this year Decrease this year Year-end balance
balance
12
深圳南山热电股份有限公司 2014 年年度报告全文
Year-beginning
Item Increase this year Decrease this year Year-end balance
balance
I. Short-term remuneration 39,496,721.46 109,930,146.63 108,515,490.59 40,911,377.50
II. Post-employment welfare-defined
contribution plans 3,322,062.70 11,581,967.63 9,253,607.12 5,650,423.21
III. Severance Pay 302,182.46 0.00 302,182.46 0.00
IV. Other welfare due within one year 240,711.11 363,940.00 44,025.75 560,625.36
Total 43,361,677.73 121,876,054.26 118,115,305.92 47,122,426.07
(2) short-term remuneration
Year-beginning
Item Increase this year Decrease this year Year-end balance
balance
1. wages, bonuses,
allowances and subsidies 36,979,725.83 94,989,623.37 93,821,807.09 38,147,542.11
2. Welfare for employee 0.00 1,511,450.12 1,511,450.12 0.00
3. Social insurance 340,787.68 3,832,387.02 3,796,071.24 377,103.46
Including: Medical insurance 127,092.88 3,304,310.74 3,257,858.39 173,545.23
Work injury insurance 187,115.77 336,781.13 352,105.23 171,791.67
Maternity insurance 26,579.03 191,295.15 186,107.62 31,766.56
4. . Housing provident fund 551,355.42 7,424,759.40 7,536,459.10 439,655.72
5. Union funds and staff
education expenses 1,624,852.53 2,171,926.72 1,849,703.04 1,947,076.21
6. Short-term compensated
absences 0.00 0.00 0.00 0.00
7. Short-term profit sharing
plan 0.00 0.00 0.00 0.00
Total 39,496,721.46 109,930,146.63 108,515,490.59 40,911,377.50
(3) Defined contribution plans
Year-beginning
Item Increase this year Decrease this year Year-end balance
balance
1. Basic Endowment
insurance 350,795.33 8,976,712.77 9,022,236.67 305,271.43
12
深圳南山热电股份有限公司 2014 年年度报告全文
Year-beginning
Item Increase this year Decrease this year Year-end balance
balance
2. Unemployment insurance 54,754.37 213,965.86 231,370.45 37,349.78
3. Enterprise annuities 2,916,513.00 2,391,289.00 0.00 5,307,802.00
Total 3,322,062.70 11,581,967.63 9,253,607.12 5,650,423.21
20. Taxes payable
Item Year-end balance Year-beginning balance
VAT
183,956.37 27,275.63
Business tax
641,838.11 1,859,727.55
Enterprise income tax 524,140.78 14,803,610.02
Individual income tax 1,737,363.70 1,661,719.64
Land-use tax of town
2,250,981.97 1,588,507.01
Real estate tax
1,788,550.92 2,521,674.86
Others 218,159.00 219,728.85
Total 7,344,990.85 22,682,243.56
21. Interest payable
Item Year-end balance Year-beginning balance
Long-term loan interest of installment and interest
10,816.67
charges 321,979.17
Interest payable of short-term loan
41,840,556.67 98,764,229.13
Total 42,162,535.84 98,775,045.80
22. Other account payable
(1) Other account payable listed by nature
Item Year-end balance Year-beginning balance
Loan (note) 280,495,875.99 206,473,308.65
Project expense 21,694,921.95 17,303,421.18
Temporary option contract amount (note 2)
0.00 12,848,310.64
12
深圳南山热电股份有限公司 2014 年年度报告全文
Item Year-end balance Year-beginning balance
Quality guarantee deposit
3,880,132.74 8,463,062.13
Equipment amount 5,576,129.00 0.00
materials 1,336,667.66 0.00
Housing reform fund
0.00 2,118,785.58
Land use right charge
1,065,676.50 1,027,616.63
Fund of the Board
1,399,096.78 575,659.27
Other
24,952,425.42 15,023,738.58
Total 340,400,926.04 263,833,902.66
Note : 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.
(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 related parties found more in 6. Account payable/receivable from/to related parties in Note XI
(4) Other account payable of more than one year is of RMB 238,345,782.67 (December 31, 2013: RMB 251,337,410.03), which is
mainly the money borrowed by Shenzhong Development Company from Xingzhong Group and Zhongshan Financial Bureau.
23. Long-term loans 23、Long-term loans
Item Year-end balance Year-beginning balance
Guarantee loans 0.00 6,000,000.00
Credit loans 150,000,000.00 0.00
Less: Long-term loans due within one year 0.00 0.00
Total 150,000,000.00 6,000,000.00
24. Accrued liabilities
Item Year-end balance Year-beginning balance Resons resulted
Guarantee offering outside 27,100,000.00 27,500,000.00 Note
Total 27,100,000.00 27,500,000.00
Note: 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
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深圳南山热电股份有限公司 2014 年年度报告全文
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. Relevant losses with the event concerned predicted amounting to RMB27,
500,000.00 by the Group.
25. Deferred income
Item Year-beginning balance Increased in the Year Decreased in the Year Year-end balance
Government grants 50,713,516.50 0.00 3,631,201.54 47,082,314.96
including, items with government grants involved:
Amount reckoned Other Assets
Year-beginning Subsidies Year-end
Liability in non-operation chang related/income
balance increased balance
revenue es related
Subsidy for energy-saving
1,368,447.20 0.00 114,037.30 0.00 1,254,409.90
technology reform Assets related
Treasury subsidies for
4,356,250.00 0.00 255,000.00 0.00 4,101,250.00
sludge drying Assets related
Support fund of recycling
11,333,291.07 0.00 647,002.92 0.00 10,686,288.15
economy for sludge drying Assets related
Subsidy for project of
low-nitrogen transformation
33,201,802.75 0.00 2,553,984.84 0.00 30,647,817.91
for welcoming the
Universiade Assets related
Support fund of enterprise
453,725.48 0.00 61,176.48 0.00 392,549.00
informationalization Assets related
Total 50,713,516.50 0.00 3,631,201.54 0.00 47,082,314.96
26. Share capital
Changes in this year(+ -)
Year-beginning New Capitalizing
Item Bonus Year-end balance
balance shares from Other Subtotal
shares
issued reserves
Total shares 602,762,596.00 0.00 0.00 0.00 0.00 0.00 602,762,596.00
27.Capital reserve
12
深圳南山热电股份有限公司 2014 年年度报告全文
Increase in the Decrease in the year
Year-beginning
Item year Year-end balance
balance
Capital premium 233,035,439.62 0.00 0.00 233,035,439.62
Other capital surplus 129,635,002.84 0.00 0.00 129,635,002.84
Total 362,670,442.46 0.00 0.00 362,670,442.46
28. Surplus reserve
Increase in the year Decrease in the year
Year-beginning
Item Year-end balance
balance
legal surplus reserve 310,158,957.87 0.00 0.00 310,158,957.87
Discretionary surplus reserve 22,749,439.73 0.00 0.00 22,749,439.73
Total 332,908,397.60 0.00 0.00 332,908,397.60
Note: according to the Company Law and the Articles of Association, the Company takes 10% of the net profit aside as legal surplus
reserve. No more provision is made when the accumulated legal surplus reserve exceeds 50% of the registered capital.
After provision for legal surplus reserve, the Company can make provision for other surplus reserve. As approved, other surplus
reserve can be used to make up for previous loss or increase share capital.
29. Retained profit
Item Amount in this year Amount in last year
Retained profit of last year before adjusted 302,714,103.81 249,614,987.36
Total retained profit adjusted (increased with +, decreased
0.00
with -) 0.00
Retained profit at beginning of the year after adjusted 302,714,103.81 249,614,987.36
Add: net profit attributable to shareholders of parent company -330,513,284.99 53,099,116.45
Less: withdrawal of statutory surplus reserve 0.00 0.00
Surplus reserves withdrawal 0.00 0.00
General risk reserve withdrawal 0.00 0.00
Common Stock dividend payable 0.00 0.00
Dividend of common shares transfer as share capital 0.00 0.00
Retained profit at year-end -27,799,181.18 302,714,103.81
12
深圳南山热电股份有限公司 2014 年年度报告全文
30. Operating income, operating cost
Amount in this year Amount at last year
Item
Income Cost Income Cost
Main business 1,231,419,698.53 1,730,385,503.65 1,104,265,747.93 1,608,772,345.17
Other business 2,681,849.31 10,519,773.72 6,162,002.21 4,433,615.16
Total 1,234,101,547.84 1,740,905,277.37 1,110,427,750.14 1,613,205,960.33
31. Operating tax and surcharge
Amount in this year Amount at last year
Item
Business tax 6,310,515.31 5,792,854.29
City maintenance tax 456,848.67 401,437.07
Educational surcharge 326,672.24 288,999.22
Others 38,314.96 25,744.79
Total 7,132,351.18 6,509,035.37
Note: taxation standards for every business tax and surcharge found more in Note. V. Taxes
32. Management expenses
Amount in this year Amount at last year
Item
Salary 47,845,820.68 50,668,937.50
Taxes 4,848,831.64 5,726,234.98
Leasing expenses 5,725,077.54 5,567,120.77
Entertainment expense 3,304,474.03 3,798,897.81
Vehicles expenses 4,866,914.39 4,460,557.78
Expenses for agency appointment 2,320,181.61 4,450,942.29
Depreciation expense 2,697,872.91 3,326,900.50
Expenses from the Board 2,492,794.51 2,738,225.68
Amortization of intangible assets 2,082,622.41 2,915,113.98
Sundry expenses 2,658,520.23 2,750,479.19
Environmental expense 1,988,513.09 1,978,237.70
Communication charge 1,482,207.41 1,317,717.18
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深圳南山热电股份有限公司 2014 年年度报告全文
Amount in this year Amount at last year
Item
Property expense 1,085,672.24 1,187,984.71
Stock charge 1,309,918.09 695,627.47
Business traveling charge 810,220.04 787,835.77
Expenses for enterprise culture 204,267.00 627,496.30
Office expenses 1,104,469.44 733,875.33
Long-term expense for amortized 0.00 45,822.68
Verification fee for projects 2,961,154.72 680,787.80
Others 4,483,859.94 8,612,619.75
Total 94,273,391.92 103,071,415.17
33 Financial expenses
Item Amount in this year Amount at last year
Interest expenditure 241,651,873.01 240,016,432.54
Less : interest income 4,402,436.83 5,175,591.52
Less: Capitalization of interest 0.00 0.00
Exchange gains/losses 77,010.28 -283,582.11
Less: Capitalization of exchange
0.00
gains/losses 0.00
Others 7,235,864.33 2,137,325.75
Total 244,562,310.79 236,694,584.66
34. Impairment of Assets
Item Amount in this year Amount at last year
Loss on bad debt
0.00 -91,978.14
Inventory loss
61,347,785.04 12,265,864.39
Impairment loss of fixed assets 10,072,251.36 19,799,521.89
Total 71,420,036.40 31,973,408.14
35. Investment income
12
深圳南山热电股份有限公司 2014 年年度报告全文
Item Amount in this year Amount at last year
Income of long-term equity investment measured by equity method -1,768,602.67 0.00
Investment income arising from disposal of long-term equity
79,263,954.01
investment 0.00
Others 38,326.05 0.00
Total -1,730,276.62 79,263,954.01
36.Non-operating income
Amount reckoned in
current
Item Amount in this year Amount at last year
non-operating
income/losses
Total profits of disposal of he non-current assets 70,116.84 299,145.30 70,116.84
Including: Profit of disposal of fixed assets 70,116.84 299,145.30 70,116.84
Income from capacity transfer 0.00 72,930,000.00 0.00
Government subsidy(see: Particulars about governmental
subsidies) 511,637,613.20 788,998,649.88 511,637,613.20
VAT return on impor&export of natural gas 0.00 37,570,075.58 0.00
Others 1,887,760.19 443,984.60 1,887,760.19
Total 513,595,490.23 900,241,855.36 513,595,490.23
Including, government grants reckoned into current gains/losses:
Assets related/Income
Item Amount in this year Amount at last year related
Income from fuel subsidies（note 1） 274,250,000.00 296,196,692.38 Income related
Subsidies income of fuel processing fee（note 2） 233,746,411.66 483,768,983.96 Income related
Specific fund of energy-saving 0.00 0.00 Income related
Government bond subsidy for sludge drying 255,000.00 255,000.00 Assets related
Support fund of recycling economy for sludge drying 647,002.92 317,750.55 Assets related
Subsidy for project of low-nitrogen transformation for
welcoming the Universiade 2,553,984.84 2,553,984.84 Assets related
Support fund of enterprise informationalization 61,176.48 61,176.48 Assets related
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深圳南山热电股份有限公司 2014 年年度报告全文
Assets related/Income
Item Amount in this year Amount at last year related
Subsidy for energy-saving technology reform 114,037.30 114,037.27 Assets related
Supporting fund of circular economy Income related
0.00 20,000.00
Subsidy for summer peaks from Zhongshan Economic
and Information Bureau Income related
0.00 5,641,024.40
Clean production reward from Zhongshan Nanlang
Economic and Inforamtion Bureau Income related
0.00 10,000.00
Reward of utilization of foreign fund from Zhongshan
Nanlang Economic and Inforamtion Bureau Income related
0.00 20,000.00
Subsidy for state-controlled enterprise from Zhongshan
Enviornmental Bureau Income related
0.00 30,000.00
Fund of energy-saving subsidy from Nanlang Town
Economic and Information Bureau of Science and
Technology Income related
0.00 10,000.00
Reward from social insurance fund management bureau 10,000.00 0.00 Income related
Total 511,637,613.20 788,998,649.88
Note 1: represent the gas machine sets power subsidy received by the Company based on the calculation method as provided in the
provisional rules relating to management of power generation subsidy for Shenzhen (SFB[2015]14) issued by the office of Shenzhen
municipal government.
Note 2: settlement arrangement in respect of gas and oil processing subsidy fee for Guangdong this year has not been finalized yet.
Zhongshan Power and Weimei Power received such gas and oil processing subsidy fee as calculated under the notice relating to
application of certain gas and oil processing fee as subsidy for capital arrangement plan for the 1st half of 2014 (YFGJGH[2014]3668)
and the notice relating to application of certain gas and oil processing fee as subsidy for capital arrangement plan for the 2nd half of
2014 (YFGJGH[2015]54).
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深圳南山热电股份有限公司 2014 年年度报告全文
37. Non-operating expense
Amount reckoned into
Item Amount in this year Amount at last year
non-recurring gains/losses
Total loss from disposal of non-current
678,471.97
assets 967,450.29 967,450.29
Including: Gains and loss of disposal of
678,471.97
fixed assets 967,450.29 967,450.29
Expenses from external donation 10,000.00 10,000.00 10,000.00
Others(note) 1,841,619.50 39,217.91 1,841,619.50
Total 2,819,069.79 727,689.88 2,819,069.79
Note: others include payment of settlement amount of RMB1,841,435.00 since the Company and Jierun (Singapore) Private Corp.
reached unanimous understanding on the obligations and related compensation after termination of option contract.
38. Income tax expenses
(1)statement of income tax expenses
Item Amount in this year Amount at last year
Current income tax expenses 3,443,606.10 21,733,867.71
Deferred income tax expenses -100,997.75 -6,247.23
Total 3,342,608.35 21,727,620.48
(2) adjustment process of the accounting profit and income tax expenses
Item Amount in this year
Total profit -418,289,753.93
Income tax measured by statutory/applicable tax rate 0.00
Impact on income tax from previous adjustment 3,443,606.10
Impact on deductable temporary difference or deductable loss of the deferred income tax -100,997.75
asstes unrecognized in the Period
Income tax expenses 3,342,608.35
39. item of cash flow statement
(1) Cash received with other operating activities concerned
12
深圳南山热电股份有限公司 2014 年年度报告全文
Item Amount in this year Amount at last year
Fuels subsidy income 841,409,366.38 809,297,331.71
Government grants received 10,000.00 10,000,000.00
Interest income 4,402,436.83 5,175,591.52
Return on VAT for natural gas import 0.00 37,570,075.58
Income from capacity transfer 0.00 58,344,000.00
Open credit received 10,538,141.77 21,990,542.16
Others 31,114,000.00 349,947.33
Total
887,473,944.98 942,727,488.30
(2)Cash paid for other operating activities
Item Amount in this year Amount at last year
Leasing expense
5,725,077.54 5,567,120.77
Entertainment expense
3,304,474.03 3,798,897.81
Vehicles expense
4,866,914.39 4,460,557.78
Expense on agency appointment
2,320,181.61 4,450,942.29
Note margin paid 36,203,490.00 5,000,000.00
Others 44,031,937.40 17,191,122.92
Total 96,452,074.97 40,468,641.57
(3)Other investment -related cash payment
Item Amount in this year Amount at last year
Margin of equity paid for disputes left over by history 0.00 12,500,000.00
(4) Cash paid with other financing activities concerned
Item Amount in this year Amount at last year
Borrowings paid to related party 0.00 35,785,979.94
40. Supplementary information on cash flow statement
(1) Supplementary information on cash flow statement
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深圳南山热电股份有限公司 2014 年年度报告全文
Supplementary information Amount in this year Amount at last year
1. Regulate the net profit into the cash flow of operating activities
Net profit -421,632,362.28 73,379,180.36
Add: Asset impairment provision 71,420,036.40 20,144,349.92
Depreciation of fixed assets, oil & gas assets and productive biological
140,875,871.34 138,046,977.83
assets
Amortization of intangible assets 2,826,823.60 3,649,491.90
Amortization of long-term deferred expenses 0.00 45,822.68
Loss from disposing fixed assets, intangible assets and other long-term
-70,116.84 379,326.67
assets (income listed with “-“)
Abandonment loss from fixed assets (income listed with “-“) 967,450.29 0.00
Loss from changes of fair value (income listed with “-“) 0.00 0.00
Financial expenses(income listed with “-“) 241,651,873.01 240,020,837.98
Investment loss(income listed with “-“) 1,730,276.62 -79,263,954.01
Decrease of deferred income tax assets(increased listed with “-“) -100,997.75 -6,247.23
Increase of deferred income tax liability (decreased listed with “-“) 0.00 0.00
Decrease of inventory(increased listed with “-“) -57,245,849.62 -74,660,105.96
Decrease of receivable operating items(increased listed with “-“) 342,349,196.52 40,560,144.25
Increase of payable operating items(decreased listed with “-“) 248,491,780.84 119,983,355.72
Other 0.00 0.00
Net cash flow from operation activities 571,263,982.13 482,279,180.11
2. Major investment and financing activities not involving cash
income and expenditure:
Debt capitalization
Convertible company bond due within one year
Fixed assets acquired under finance leases
.3. Net change of cash and cash equivalents:
Balance of cash at period-end 568,494,957.02 538,054,829.52
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深圳南山热电股份有限公司 2014 年年度报告全文
Supplementary information Amount in this year Amount at last year
Less: Balance of cash at period-begin 538,054,829.52 526,852,121.41
Add: Closing balance of cash equivalent 0.00
Less: Opening balance of cash equivalent 0.00
Net increase of cash and cash equivalents 30,440,127.50 11,202,708.11
(2) Composition of cash and cash equivalent
Item Year-end balance Year-beginning balance
I. cash 568,494,957.02 538,054,829.52
Including: Cash on hand 231,215.44 199,128.31
Bank savings available for payment needed 567,604,064.37 536,956,524.68
Other monetary capital available for payment needed 659,677.21 899,176.53
Account due from central bank available for payment 0.00 0.00
Amount due from banks 0.00 0.00
Amount call loans to banks 0.00 0.00
II. Cash equivalent
including: bond investment due within three months 0.00 0.00
III. Balance of cash and cash equivalent at year-end 568,494,957.02 538,054,829.52
Including: Cash and cash equivalent of the parent company or
0.00 0.00
subsidiaries with use restricted
41. Foreign currency
Foreign currency
Balance of foreign Balance of RMB converted at
Item Conversion rate
currency at year-end year-end
Monetary fund
Including: RMB 910,747.77 6.1190 5,572,865.60
Euro 1,017.87 7.4556 7,588.83
HKD 786,671.23 0.78887 620,581.33
SGD 20,879.81 4.6396 96,873.97
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深圳南山热电股份有限公司 2014 年年度报告全文
VII. Change of consolidate scope
Subsidiary of the Company Zhongshan power Plant established Zhongshan Shennandian Storage Co., Ltd in
Zhongshan City, and included in consolidate scope since 2014.
VIII. Equity in other entity
1. Equity in subsidiaries
(1) Composition of the Group
Main Registration Business Shareholding
Subsidiary Acquired way
operation place place nature ratio (%)
Shenzhen Server(note 1) Shenzhen Shenzhen Trading 50.00 Establishment
Power
New Power Company Shenzhen Shenzhen 100.00 Establishment
generation
Power
Zhongshan Power Company Zhongshan Zhongshan 80.00 Establishment
generation
Engineering
Engineering Co Shenzhen Shenzhen 100.00 Establishment
consulting
Power
Weimei Power Company Dongguan Dongguan 70.00 Establishment
generation
Environment Protection Co., Shenzhen Shenzhen Engineering 100.00 Establishment
Singapore company Singapore Singapore Trading 100.00 Establishment
Real estate
Shen Development Zhongshan Zhongshan 75.00 Not under the same control
development
Real estate
Shen Investment Property Zhongshan Zhongshan 75.00 Not under the same control
development
Shen Storage Zhongshan Zhongshan Storage 80.00 Establishment
Import &
SYNDISOME(note 2) Hong Kong Hong Kong export 100.00 Not under the same control
trading
Note 1: The Company holds 50% equity of Shenzhen Server, and takes majority voting rights in Shenzhen Server, thus, the Company
owes substantial control; Shenzhen Server included in the consolidate scope of the financial statement.
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深圳南山热电股份有限公司 2014 年年度报告全文
Note2: 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 HK$ 393,885,100.00. According to this Transfer Agreement,
ShenYe Investment Company should pay HK$ 1,000,000.00 on the date of transfer agreement, and pay the remaining transfer money
within the six months after the date. In December 2014, the Company terminate “Share Transfer Agreement”, and recover equity
of SYNDISOME Company, that is entered into an agreement with written form by two parties to cease the “Share Transfer
Agreement”, removal the whole rights and obligations under the Agreement.
(2) Important non-wholly-owned subsidiary
Gains/losses Dividend announced
Share-holding
attributable to to distribute for Ending equity of
Subsidiary ratio of minority
minority in the minority in the minority
(%)
Period Period
Zhongshan Power Company 20.00 -15,345,414.13 0.00 16,586,032.64
Weimei Power Company 30.00 -36,559,862.24 0.00 59,688,827.17
(3) Main finance of the important non-wholly-owned subsidiary
Year-end balance
Subsidiary Non-current Non-current
Current assets Total assets Current liability Total liability
assets liability
Zhongshan
Power 184,642,320.32 701,933,269.98 886,575,590.30 802,391,017.22 1,254,409.90 803,645,427.12
Company
Weimei
Power 309,520,922.33 643,308,302.01 952,829,224.34 753,866,467.12 0.00 753,866,467.12
Company
（Continued）
Year-beginning balance
Subsidiary Non-current
Current assets Non-current assets Total assets Current liability Total liability
liability
Zhongshan
Power 296,577,229.00 720,409,231.60 1,016,986,460.60 855,960,779.56 1,368,447.20 857,329,226.76
Company
Weimei 347,448,232.99 635,942,461.36 983,390,694.35 662,561,729.68 0.00 662,561,729.68
12
深圳南山热电股份有限公司 2014 年年度报告全文
Subsidiary Year-beginning balance
Power
Company
（Continued）
Amount in this year
Subsidiary Total comprehensive Cash flow from operation
Operation Income Net profit
income activity
Zhongshan Power
Company 306,682,105.05 -76,727,070.66 -76,727,070.66 70,722,455.45
Weimei Power Company 241,999,248.57 -121,866,207.45 -121,866,207.45 -40,836,743.73
（Continued）
Amount at last year
Subsidiary Total comprehensive Cash flow from operation
Operation Income Net profit
income activity
Zhongshan Power
Company 307,838,865.82 21,725,136.34 21,725,136.34 109,570,018.41
Weimei Power
Company 246,609,886.86 20,799,527.07 20,799,527.07 136,522,531.46
2. Equity in joint venture and cooperative enterprise
(1) joint venture and cooperative enterprise
Main
Registered Share-holding ratio (%) Accounting
Name operation Business nature
place Directly Indirectly
place treatment
Huidong Server Huizhou Huizhou Wharf 40.00 Equity method
2. Financial summary for un-important joint venture or cooperative enterprise
Item Year-end balance Year-beginning balance
Affiliated business：
Total book value of the investment (note) 24,597,397.33 0.00
Total numbers measured by share-holding ratio
—Net profit -1,768,602.67 0.00
12
深圳南山热电股份有限公司 2014 年年度报告全文
Item Year-end balance Year-beginning balance
—Other comprehensive income 0.00 0.00
—Total comprehensive income -1,768,602.67 0.00
Note: On 9th December 2013, controlling subsidiary of the Company Shenzhen Server holds 60% equity of Huidong Server, on date
when control rights loss, rests of the 40% equity of Huidong Server held by Shenzhen Server are measure again by appraisal value.
IX. Risks relating to financial instruments
The major financial instruments of the Company consist of equity investments, borrowings, trade receivables, trade payables, etc.
details of the financial instruments are set out in the section VI. Risks relating these financial instruments, and risk management
policies adopted by the Company to minimize the risks are detailed below. Management monitors the risk exposures to ensure risks
are under control.
The Company adopts sensitive analysis technology to analyze possible effects of the reasonable and potential change of risk variables
over current profit or loss or shareholders’ equity. Since risk variable rarely changes separately and relation among variables can
exercise significant influence over other variables, thus the below contents are stated assuming that each variable changes separately.
(I)Target and policy of risk management
The Company conducts risk management in order to adequately balance risk and return, minimize the negative effects on its
operating results, and maximize interest of shareholders and other stakeholders. Based on these risk management targets, the
Company determines basic strategy for risk management, namely to determine and analyze various risks it faces, establish adequate
risk acceptance limit and manage risks, and promptly and reliably monitor various risks to ensure risks are under control.
1. Market risk
(1)Foreign exchange risk
Foreign exchange risk represents losses arising from change of exchange rate. The Company exposes to exchange risk relating to US
dollar. The major fund raising activities, operating lease and financing lease of the Company are denominated in USD. On 31
December 2014, except for note 41 foreign currency balance under section IV, our assets and liabilities are all denominated in RMB.
Exchange risk arising from these foreign currency denominated assets and liabilities may affect our operating results.
(2)Interest risk – risk of cash flow movement
Risks of cash flow movement of financial instruments arising from change in interest rate mainly relates to bank borrowings at
floating rate (details are set out in note 15 and note 23 under section IV).
2. Credit risk
On 31 December 2014, the largest credit risk exposure which may result in financial loss mainly arise from default of performance
by other party to a contract which may lead to loss of financial assets. In detail:
Carrying value of financial assets recognized in consolidated balance sheet. As for financial instrument at fair value, carrying value
reflects its risk exposure, while not the largest risk exposure. The largest risk exposure will vary as fair value changes in future.
12
深圳南山热电股份有限公司 2014 年年度报告全文
In order to bring down credit risk, the Company establishes a special working team to take charge of determining credit limit, making
credit approval and implementing other monitor procedures to ensure necessary measures are adopted to collect overdue debts. In
addition, recovery of each single account receivable is reviewed on each balance sheet date to ensure adequate bad debt provision is
made for unrecoverable amount. Therefore, management believes that the Company has substantially reduced the credit risks it
assumes.
Our current capital is deposited with highly-rated banks, thus credit risk arising from current capital is relatively low.
3. Liquidity risk
When managing liquidity risk, the Company maintains such cash and cash equivalents as management believes sufficient, and keeps
monitor on the cash and cash equivalents, to satisfy the Company’s operation need and minimize effect from cash flow fluctuation.
Management monitors application of bank borrowings and makes sure that relevant borrowing agreement is followed.
Bank borrowing constitutes our major capital source.
X. Related party and related transactions
1. Parent company of the Group
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
Found more in 1. Equity in subsidiary in Note VIII
3. Joint venture and affiliated enterprise of the Group
Found more in 2. Equity in joint venture or affiliate business in Note VIII
4. Other related part
Other related party Relationship with the Company Organization code
Shareholders have major influence on
Shenzhen Energy Group Co., Ltd. (“Energy Group ”) 19218918-5
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
Subsidiary of ultimate controller of
Shenzhen Mawan Powr Co., Ltd. (“Mawan Power Company”) 618816706
Energy Group
12
深圳南山热电股份有限公司 2014 年年度报告全文
Other related party Relationship with the Company Organization code
Shenzhen Moon Bay Oil Harbour Co., Ltd. (“Moon Bay Oil Subsidiary of ultimate controller of
618849428
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., ltd.
Others Related party 77877487-5
(“Pipe Technology”)
Director of the Company and other senior executives Key management staff Not applicable
5. Related Transactions
(1) Lending money of related party
This year:
Amount of lending
Related party Commencement date Maturity Date Note
money
Borrowing:
Xingzhong Group 125,316,816.85 2014.01.01 2014.12.31 Renewal
Xingzhong Group 14,335,291.80 2014.01.01 2014.12.31 Renewal
Xingzhong Group 2,500,000.00 2014.01.01 2014.12.31 Renewal
Xingzhong Group 16,250,000.00 2014.01.01 2014.12.31 Renewal
Xingzhong Group 23,750,000.00 2014.01.01 2014.12.31 Renewal
Trun to loans from
Xingzhong Group 74,022,567.34 2014.12.24 2015.12.24 interest
Last year:
Amount of lending
Related party Commencement date Maturity Date Note
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
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深圳南山热电股份有限公司 2014 年年度报告全文
(2) Assets transfer and debt reorganization of related parties
Amount in this year Amount at last year
Proportion in Proportion in
Related Transaction Price setting amount of amount of
Transaction content
type principal Amount similar Amount similar
party
transaction transaction
(%) (%)
Energy Assets Capacity of units closed Contract
0.00 0.00 72,930,000.00 100.00
Holding transfer down transferred pricing
16.05% equity of Huidong
Pipe Assets Contract
Server hold by Pipe 0.00 0.00 1,344,200.00 100.00
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 935.37 744.49
(4) Fund occupation expenses
Amount in this year Amount at last year
Price Proportion Proportion
Related Transaction Transaction in amount in amount
setting
type content Amount of similar Amount of similar
party principal
transaction transaction
(%) (%)
Fund
Xingzhong
occupation Interest Note 15,398,090.31 100.00 12,779,994.35 98.57
Group expenses expenses
Fund
Weimei
occupation Interest Note 0.00 0.00 184,894.23 1.43
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 year-end year-begin
Other account receivable:
Huidong Server 13,060,361.44 14,660,361.44
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深圳南山热电股份有限公司 2014 年年度报告全文
Item year-end year-begin
Huidong Server managed account 12,448,671.43 12,500,000.00
Total 25,509,032.87 27,160,361.44
Other account payable:
Xingzhong Group 256,174,675.99 182,152,108.65
Total 256,174,675.99 182,152,108.65
Interest payable:
Xingzhong Group 9,060,613.66 67,685,090.69
Total 9,060,613.66 67,685,090.69
XI. Commitment and Contingency
1. Major commitment
(1) Capitalization commitment
RMB/CNY
Item year-end year-begin
Signed capital expenditure commitment which was still
not recognized in financial statements
- Construction commitment of long-term assets (note) 0.00 26,750,000.00
- External investment commitment 0.00 0.00
Total 0.00 26,750,000.00
Note: the Construction commitment of long-term assets at year-beginning refers to the supply contract for technical reform of 9E gas
turbine low-Nox burner signed by subsidiary of the Company Zhongshan Power 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:
RMB/CNY
Item year-end year-begin
Minimum lease payments of irrevocable operating lease:
The first year after balance sheet day 6,736,681.50 6,739,925.50
The second year after balance sheet day 3,728,646.50 6,736,681.50
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深圳南山热电股份有限公司 2014 年年度报告全文
Item year-end year-begin
The third year after balance sheet day 1,504,396.50 3,728,646.50
Subsequent years 62,804,179.50 64,308,576.00
Total 74,773,904.00 81,513,829.50
2. Contingency
Up to 31st December 2014, the Company has no important contingency that need to disclosed
XII. Events Occurring after the Balance Sheet Date
The Company has no events occurring after balance sheet date that need to disclosed up to auditing date
XIII. Other important events
The Company has no other important events that need to disclosed up to 31 December 2014
XIV. Note to main items of financial statements of the Company
1. Account receivable
(1) Accounts receivable classifying according to the category:
Year-end balance
Book Balance Bad debt provision
Category
Accruing Book value
Amount Proportion(%)
Amount proportion(%)
Account receivable with single major
amount and withdrawal bad debt 0.00 0.00 0.00 0.00 0.00
provision for single item
Account receivable withdrawal bad debt
provision by group of credit risk 348,412,708.95 100.00 0.00 0.00 348,412,708.95
characteristics
Account receivable with single minor
amount but withdrawal bad debt provision 0.00 0.00 0.00 0.00 0.00
for single item
Total 348,412,708.95 100.00 0.00 0.00 348,412,708.95
（Continued）
Category Year-beginning balance
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深圳南山热电股份有限公司 2014 年年度报告全文
Book Balance Bad debt provision
Accruing Book value
Amount Proportion(%)
Amount proportion(%)
Account receivable with single major
amount and withdrawal bad debt 0.00 0.00 0.00 0.00 0.00
provision for single item
Account receivable withdrawal bad debt
provision by group of credit risk 561,165,822.31 100.00 0.00 0.00 561,165,822.31
characteristics
Account receivable with single minor
amount but withdrawal bad debt provision 0.00 0.00 0.00 0.00 0.00
for single item
Total 561,165,822.31 100.00 0.00 0.00 561,165,822.31
(2) Age analysis of account receivable:
year-end year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1year 274,271,619.95 78.72 319,486,825.69 56.93
1 to 2years 74,138,200.00 21.28 241,676,107.62 43.07
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 348,412,708.95 100.00 561,165,822.31 100.00
(3) There are no account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period.
(4) Main amount of Account receivable
Name of the Relationship with the Proportion in total account
Amount Age
Company
company receivable (%)
Bureau of Finance of
Government
Shenzhen
institution
Municipality 348,388,200.00 Within 2 years 99.99
Total 348,388,200.00 99.99
2. Other account receivable
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深圳南山热电股份有限公司 2014 年年度报告全文
(1) Other account receivable classified according to type:
Year-end balance
Book Balance Bad debt provision
Category
Accruing Book value
Proportion
Amount (%) Amount proportion(%)
Other account receivable with individual
major amount and withdrawal bad debt 16,781,666.46 0.97 16,781,666.46 84.62 0.00
provision independently
Other account receivable withdrawal bad
debt provision by group of credit risk 1,716,529,468.13 98.83 0.00 0.00 1,716,529,468.13
characteristics
Other account receivable with individual
minor amount but withdrawal bad debt 3,396,673.11 0.20 3,048,979.11 15.38 347,694.00
provision independently
Total 1,736,707,807.70 100.00 19,830,645.57 100.00 1,716,877,162.13
（Continued）
Year-beginning balance
Book Balance Bad debt provision
Category
Accruing Book value
Proportion
Amount (%) Amount proportion(%)
Other account receivable with individual
major amount and withdrawal bad debt 16,781,666.46 1.04 16,781,666.46 100.00 0.00
provision independently
Other account receivable withdrawal bad
debt provision by group of credit risk 1,589,197,476.22 98.75 0.00 0.00 1,589,197,476.22
characteristics
Other account receivable with individual
minor amount but withdrawal bad debt 3,396,673.11 0.21 3,048,979.11 89.76 347,694.00
provision independently
Total 1,609,375,815.79 100.00 19,830,645.57 1.23 1,589,545,170.22
(2)Other account receivable classified according to age:
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深圳南山热电股份有限公司 2014 年年度报告全文
year-end year-begin
Item
Amount Proportion (%) Amount Proportion (%)
Within 1year 435,603,391.14 25.08 1,073,321,132.80 66.69
1 to 2years 819,306,622.62 47.18 384,352,071.98 23.88
2 to 3years 348,237,109.48 20.05 90,141,334.50 5.60
Over 3 years 133,560,684.46 7.69 61,561,276.51 3.83
Total 1,736,707,807.70 100.00 1,609,375,815.79 100.00
(3) Bad debt provision accrual, collected or switch-back in the Year
Other account receivable with individual major amount and withdrawal bad debt provision independently at
year-end
Year-end balance
Other account receivable (By unit) Other account Accruing
Bad debt provision Accrual reason
receivable proportion
Huiyang County Kangtai Industrial Un-recover
Company 14,311,626.70 14,311,626.70 100.00%
Individual income tax 2,470,039.76 2,470,039.76 100.00% Un-recover
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:
Year-end balance
Combination
Book Balance Bad debt provision Accruing proportion
Dormitory amount
receivable 2,083,698.16 1,736,004.16 83.31
Deposit receivable 1,312,974.95 1,312,974.95 100.00
Total 3,396,673.11 3,048,979.11 89.76
(4) Top 5 other account receivables at period-end listed by arrears party
Relationship proportion in total year-end
Name of the company with the Year-end balance Age balance of other account
Company receivable（%）
Shen Development Subsidiary 842,521,036.37 1-2 years 48.51
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深圳南山热电股份有限公司 2014 年年度报告全文
Relationship proportion in total year-end
Name of the company with the Year-end balance Age balance of other account
Company receivable（%）
Zhongshan Power Company Subsidiary 634,936,570.91 1-3 years 36.56
Within 1year to over 3
Weimei Power Company Subsidiary 106,748,605.68 6.15
years
Shen Investment Property Subsidiary 93,640,463.31 1-2 years 5.39
Environment Protection Co., Subsidiary 8,156,981.90 1-2 years 0.47
Total 1,686,003,658.17 97.08
(5) Receivable from related parties
Relationship proportion in total year-end
Name of the company with the Year-end balance Age at year-end balance of other account
Company receivable（%）
Shen Development Subsidiary 842,521,036.37 1-2 years 48.51
Zhongshan Power 1-3 years 36.56
Company Subsidiary 634,936,570.91
Weimei Power Within 1year to over 3 6.15
Company Subsidiary 106,748,605.68 years
Shen Investment 1-2 years 5.39
Property Subsidiary 93,640,463.31
Environment Protection 1-2 years 0.47
Co., Subsidiary 8,156,981.90
Singapore company Subsidiary 212,337.56 Over 3 years 0.01
Total 1,686,215,995.73 97.09
3. Long-term equity investment
(1) Category of long-term equity investment
Year-end balance Year-beginning balance
Item Impairment Impairment
Book Balance Book value Book Balance Book value
provision provision
Investment to subsidiary 691,982,849.76 0.00 691,982,849.76 691,982,849.76 0.00 691,982,849.76
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深圳南山热电股份有限公司 2014 年年度报告全文
Year-end balance Year-beginning balance
Item Impairment Impairment
Book Balance Book value Book Balance Book value
provision provision
Investment to joint venture
0.00 0.00 0.00 0.00 0.00 0.00
and affiliate enterprise
Total 691,982,849.76 0.00 691,982,849.76 691,982,849.76 0.00 691,982,849.76
(2) Investment to subsidiary
Impairment Impairment
Year-beginning Increased in Decreased provision provision
Investee company Year-end balance
balance the Year in the Year accrual in the Year-end
Year balance
Shenzhen Server 26,650,000.00 0.00 0.00 26,650,000.00 0.00 0.00
New Power
71,270,000.00 0.00 0.00 71,270,000.00 0.00 0.00
Company
Zhongshan Power
410,740,000.00 0.00 0.00 410,740,000.00 0.00 0.00
Company
Engineering Co 6,000,000.00 0.00 0.00 6,000,000.00 0.00 0.00
Weimei Power
115,319,049.76 0.00 0.00 115,319,049.76 0.00 0.00
Company
Singapore
6,703,800.00 0.00 0.00 6,703,800.00 0.00 0.00
company
Environment
55,300,000.00 0.00 0.00 55,300,000.00 0.00 0.00
Protection Co.,
Shen
0.00 0.00 0.00 0.00 0.00 0.00
Development
Shen Investment
0.00 0.00 0.00 0.00 0.00 0.00
Property
Total 691,982,849.76 0.00 0.00 691,982,849.76 0.00 0.00
4. Operation revenue/operation cost
Amount in this year Amount at last year
Item
Revenue Cost Revenue Cost
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深圳南山热电股份有限公司 2014 年年度报告全文
Amount in this year Amount at last year
Item
Revenue Cost Revenue Cost
Main business 382,084,350.02 651,981,757.99 253,036,062.44 453,369,820.44
Other business 21,264,241.51 8,970,439.74 27,338,497.84 8,768,665.72
Total 403,348,591.53 660,952,197.73 280,374,560.28 462,138,486.16
5. Supplement of cash flow statement
Item This Year Last Year
(1) Net profit adjusted as cash flow from operation activities:
Net profit -87,429,472.07 63,674,144.84
Add: Assets for impairment 4,620,955.59 6,101,657.22
Depreciation of fixed assets, oil & gas assets and productive biological assets 19,336,969.44 11,474,866.50
Amortization of intangible assets 1,491,941.61 1,449,420.00
Amortization of long-term expenses to be amortized 0.00 45,822.68
Loss from disposal of fixed assets, intangible assets and other long-term assets
217,425.80 13,877.75
(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 “-“) 166,601,504.92 147,297,427.39
Investment losses (income listed with “-“) -23,230,369.00 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 “-“) 482,991.40 -1,922,019.28
Decrease of operational receivable (increased listed with “-“) 230,409,260.59 -185,187,498.21
Increase of operational payable (decreased listed with “-“) 182,146,719.55 245,985,207.18
Other
Net cash flow from operation activities 494,647,927.83 288,932,906.07
(2) Major investment and financing activities not involved with cash income and
expenses:
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深圳南山热电股份有限公司 2014 年年度报告全文
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 332,803,493.04 264,557,683.68
Less: balance of cash at year-beginning 264,557,683.68 204,114,395.05
Add: Year-end balance of cash equivalent
Less: Year-beginning balance of cash equivalent
Net increase of cash and cash equivalent 68,245,809.36 60,443,288.63
XV. Supplementary information
1. Statement of non-recurring gains/losses
Item This Year Last Year
Gains/losses from the disposal of non-current asset -3,391,027.70 78,884,627.34
Governmental subsidy calculated into current gains and losses, withclosely
related with the normal business of the Company, excluding the fixed-amount
3,641,201.54 9,032,973.54
or fixed-proportion governmental subsidy according to the unified national
standard)
Import VAT refunds for natural gas 0.00 37,570,075.58
Income from capacity transfer 0.00 72,930,000.00
Other non-operating income and expenditure except for the aforementioned
-1,851,619.50 394,766.69
items
Subtotal -1,601,445.66 198,812,443.15
Impact on income tax 121,393.78 20,699,535.10
Impact on minority shareholders’ equity (post-tax) -917,818.17 48,063,017.90
Total -805,021.27 130,049,890.15
2. ROE and EPS
Weighted average EPS
Profit in the Period
ROE (%) Basic EPS Diluted EPS
12
深圳南山热电股份有限公司 2014 年年度报告全文
Weighted average EPS
Profit in the Period
ROE (%) Basic EPS Diluted EPS
Net profit attributable to shareholders of the listed company -23.02% -0.55 -0.55
Net profit attributable to shareholders of the listed company
-0.55 -0.55
after deducting non-recurring gains and losses -22.96%
3. Further information on changes of accounting policy
The Company change relevant accounting policy in line with the “Accounting Standards for Business Enterprise No.2-Long-term
equity investment (revised in 2014)” issued in 2014 and other 7 accounting rules changed by Ministry of Finance, conducts
retroactive treatment on the comparative financial statement, the consolidate balance sheet dated 31st December 2013 after retroactive
are as:
CNY/RMB
Item 2013.1.1 2013.12.31 2014.12.31
Current assets:
Monetary fund 526,852,121.41 543,054,829.52 578,584,447.02
Transactional financial assets
Note receivable
Account receivable 924,997,868.15 876,368,547.41 502,772,509.41
Account paid in advance 12,132,738.08 11,000,834.97 6,233,357.49
Interest receivable
Dividend receivable
Others receivables 16,297,883.22 42,191,268.26 30,150,229.08
Inventory 1,220,486,524.51 1,288,814,086.30 1,284,712,150.88
Non-current assets due within one year
Others current assets 606,661,855.88 565,589,166.99 613,644,525.13
Total current assets 3,307,428,991.25 3,327,018,733.45 3,016,097,219.01
Non-current assets:
Financial assets available for sale 49,315,000.00 57,315,000.00 57,315,000.00
Investment held-to-maturity
Long-term account receivable
Long-term equity investment 26,366,000.00 24,597,397.33
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深圳南山热电股份有限公司 2014 年年度报告全文
Item 2013.1.1 2013.12.31 2014.12.31
Investment real estate 4,429,359.55 3,986,674.03 3,543,988.51
Fixed assets 2,040,100,204.81 1,892,316,932.05 1,839,739,944.19
Construction in process 47,177,164.98 48,692,441.81 32,826,131.18
Engineering materials
Disposal of fixed assets
Productive biological assets
Oil & Gas assets
Intangible assets 62,471,514.35 58,924,611.98 56,524,171.28
Development expenditure
Goodwill
Long-term expenses to be amortized 45,822.68
Deferred income tax assets 2,782,546.88 2,788,794.11 2,889,791.86
Other non-current assets 22,317,125.48 22,882,181.78 22,882,181.78
Total non-current assets 2,228,638,738.73 2,113,272,635.76 2,040,318,606.13
Total assets 5,536,067,729.98 5,440,291,369.21 5,056,415,825.14
（Continued）
Item 2013.1.1 2013.12.31 2014.12.31
Current liability:
Short-term loans 3,210,361,552.86 2,998,961,917.89 2,617,890,000.00
Transactional financial liability
Note payable 29,670,000.00 50,000,000.00 260,000,000.00
Account payable 70,970,449.91 78,171,109.54 139,165,440.83
Account receivable 14,586,000.00 512,402.70
Wages payable 35,431,332.25 43,361,677.73 47,122,426.07
Tax payable 2,961,440.37 22,682,243.56 7,344,990.85
Interest payable 86,232,475.82 98,775,045.80 42,162,535.84
Dividend payable
Other account payable 303,027,729.31 263,833,902.66 340,400,926.04
12
深圳南山热电股份有限公司 2014 年年度报告全文
Item 2013.1.1 2013.12.31 2014.12.31
Non-current liability due within one year
Other current liability
Total current liability 3,753,240,980.52 3,556,298,299.88 3,454,086,319.63
Non-current liability:
Long-term loans 16,000,000.00 6,000,000.00 150,000,000.00
Bond payable
Long-term account payable
Special payable
Deferred income 44,015,465.64 50,713,516.50 47,082,314.96
Accrual liability 27,500,000.00 27,100,000.00
Deferred income liability
Other non-current liability
Total non-current liability 60,015,465.64 84,213,516.50 224,182,314.96
Total liability 3,813,256,446.16 3,640,511,816.38 3,678,268,634.59
Shareholder’s equity:
Share capital 602,762,596.00 602,762,596.00 602,762,596.00
Capital reserves 363,633,446.84 362,670,442.46 362,670,442.46
Less: treasury stock
Reasonable reserves
Surplus reserves 332,908,397.60 332,908,397.60 332,908,397.60
General risk reserve
Retained profit 249,614,987.36 302,714,103.81 -27,799,181.180000
Translation reserve
Total shareholder’s equity attributable to
parent company 1,548,919,427.80 1,601,055,539.87 1,270,542,254.88
Minority’s interest 173,891,856.02 198,724,012.96 107,604,935.67
Total shareholder’s equity 1,722,811,283.82 1,799,779,552.83 1,378,147,190.55
Total liability and shareholder’s equity 5,536,067,729.98 5,440,291,369.21 5,056,415,825.14
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深圳南山热电股份有限公司 2014 年年度报告全文
12
