深圳南山热电股份有限公司 2015 年年度报告全文
深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2015
Notice No.2016-012
1 April 2016
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深圳南山热电股份有限公司 2015 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.
Chairman Yang Haixian, Managing Director Wu Dongxiang, CFO Huang Jian
and Manager of Financial Management Department Gan Baoshan hereby
confirm that the Financial Report of the annual report is authentic, accurate
and complete.
All directors are attended the Board Meeting for report deliberation.
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.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Net profit of the Company for the year 2014 and 2015 audited was continuous
negative, according to the relevant provisions of the Shenzhen Stock Exchange
Listing Rules, trading of the shares of the company will be implemented
delisting risk warning. The Company reminds investors to pay attention to risk,
prudent to make rational investment decisions.
The report has been prepared in both Chinese and English, for any
discrepancies, the Chinese version shall prevail. Please read the full report
seriously.
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深圳南山热电股份有限公司 2015 年年度报告全文
Contents
Section I. Important Notice, Contents and Paraphrase ................................................................................................2
Section II Company Profile and Main Finnaical Indexes ...........................................................................................6
Section III Summary of Company Business ...................................................................................................................10
Section VII. Preferred Stock ...................................................................................................................................................59
Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees ....................60
Section X. Financial Report ....................................................................................................................................................87
Section XI. Documents available for Reference ...........................................................................................................87
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深圳南山热电股份有限公司 2015 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
Shenzhen Shennandian Turbine Engineering Technology
Shen Nan Dian Engineering Company Refers to
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 Company Refers to Shenzhen New Power Industrial Co., Ltd.
Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd.
Nanshan Power Factory of Shenzhen Nanshan Power Co.,
Nanshan Power Factory Refers to
Ltd.
Zhongshan Nam Long Power Plant of Shen Nan Dian
Zhongshan Nam Long Power Plant Refers to
(Zhongshan) Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian
Dongguan Gaobu Power Plant Refers to
(Dongguan) Weimei Electric Power Co., Ltd
Zhongshan Shenzhong Real Estate Investment Properties
Shenzhong Properties Company Refers to
Co., Ltd
Shenzhong Real Estate Development
Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd
Company
Syndisome Company Refers to Hong Kong Syndisome Co., Ltd.
Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Shen Energy Group Refers to Shenzhen Energy Co., Ltd.
Energy Group Refers to Shenzhen Energy Group Co., Ltd.
Guangju Industrial Refers to Shenzhen Guangju Industrial Co., Ltd.
Guangju Holding Refers to Shenzhen Guangju Investment Holding (Group) Co., Ltd.
Guangju Energy Refers to Shenzhen Guangju Energy 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 2015 年年度报告全文
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
Audit unit, Ruihua Refers to Ruihua Certified Public Accountant (LLP)
Dengheng, Perennial Legal Adviser Refers to Beijing City Deheng (Shenzhen) Law Firm
Jin Du, Special Legal Adviser Refers to Beijing City Jin Du (Shenzhen) Law Firm
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Regulatory Commission of China
Securities regulatory bureau Refers to
Securities Regulation Commission
SZ Stock Exchange， Exchange Refers to Shenzhen Stock Exchange
Company Law Refers to Company Law of The People’s Republic of China
Securities Law Refers to Securities Law of The People’s Republic of China
Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks
Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, the rest
RMB: Yuan, ten thousand Yuan Refers to
of the monetary unit is RMB Yuan, ten thousand Yuan
Reporting period Refers to 2015-1-1 to 2015-12-31
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深圳南山热电股份有限公司 2015 年年度报告全文
Section II Company Profile and Main Finnaical Indexes
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)
Name of the Company (in
Shenzhen Nanshan Power Co., Ltd.
English)
Short form of the Company
深南电
(in Chinese)
Legal representative Yang Haixian
Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province
Code for registrations add 518054
Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province
Codes for office add. 518053
Company’s Internet Web Site 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 Zhang Jie Jiang Yuanyuan
16/F-17/F, Hantang Building, OCT, 16/F-17/F, Hantang Building, OCT,
Contact add. Nanshan District, Shenzhen, Guangdong Nanshan District, Shenzhen, Guangdong
Province Province
Tel. 0755-26948888 0755-26948888
Fax. 0755-26003684 0755-26003684
E-mail investor@nspower.com.cn 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
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深圳南山热电股份有限公司 2015 年年度报告全文
IV. Registration changes of the Company
Organization code 61881512-1
Changes of main business since listing (if
No changes
applicable)
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 Ou Changxian, Li Fengxia
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
VI. 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
2015 2014 Changes over last year 2013
Operating income (RMB) 1,345,018,210.71 1,234,101,547.84 8.99% 1,110,427,750.14
Net profit attributable to
shareholders of the listed -634,623,667.06 -330,513,284.99 92.01% 53,099,116.45
company(RMB)
Net profit attributable to
shareholders of the listed company
-737,614,969.81 -329,708,263.72 123.72% -76,950,773.70
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
386,451,706.09 571,263,982.13 -32.35% 482,279,180.11
operating activities(RMB)
Basic earnings per share
-1.05 -0.55 90.91% 0.09
(RMB/Share)
Diluted earnings per share
-1.05 -0.55 90.91% 0.09
(RMB/Share)
Return on Equity -77.38% -22.96% -54.42% -4.88%
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深圳南山热电股份有限公司 2015 年年度报告全文
Changes over end of
End of 2015 End of 2014 End of 2013
last year
Total assets (RMB) 4,579,853,736.04 5,056,415,825.14 -9.42% 5,440,291,369.21
Net assets attributable to
shareholder of listed company 636,006,699.57 1,270,542,254.88 -49.94% 1,601,055,539.87
(RMB)
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
VIII. Quarterly main financial index
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 258,686,630.32 391,870,606.86 379,682,013.49 314,778,960.04
Net profit attributable to
-88,448,771.06 -14,097,302.00 29,772,589.73 -561,850,183.73
shareholders of the listed company
Net profit attributable to
shareholders of the listed company
-89,502,281.74 -45,588,360.27 -39,952,894.33 -562,571,433.47
after deducting non-recurring gains
and losses
Net cash flow arising from
-80,257,201.83 399,112,501.02 98,133,253.03 -30,536,846.13
operating activities
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
index disclosed in the company’s quarterly report and semi-annual report
□Yes √ No
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深圳南山热电股份有限公司 2015 年年度报告全文
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2015 2014 2013 Note
Gains/losses from the disposal of
Mainly for the loss on
non-current asset (including the write-off -298,030.53 -3,391,027.70 78,884,627.34
disposal of fixed assets
that accrued for impairment of assets)
Mainly for receiving
Governmental subsidy calculated into
the fuel consumption
current gains and losses(while closely
tax subsidies issued by
related with the normal business of the
72,711,942.26 3,641,201.54 9,032,973.54 Shenzhen Finance
Company, excluding the fixed-amount or
Committee from
fixed-proportion governmental subsidy
January 2009 to
according to the unified national standard)
March 2011.
Other non-operating income and expenditure
132,969.28 -1,851,619.50 394,766.69 -
except for the aforementioned items
Import VAT refunds for natural gas 43,717,420.50 0.00 37,570,075.58 -
Income from capacity transfer 0.00 0.00 72,930,000.00 -
Less: impact on income tax 108,009.54 121,393.78 20,699,535.10 -
Impact on minority shareholders’ equity
13,164,989.22 -917,818.17 48,063,017.90 -
(post-tax)
Total 102,991,302.75 -805,021.27 130,049,890.15 --
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深圳南山热电股份有限公司 2015 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the company in the reporting period
The primary business of the Company is the production and operation of the power and heat supply, the
technology consultation and service related to Power Plant (station). The Company has three wholly owned or
shareholding gas turbine Power Plants, with seven sets of 9E type gas and steam combined cycle generating units
and the total capacity at 1.26 million KW(including 3×180,000KW of Nanshan Power Factory, 2×180,000KW of
Zhongshan Nan Lang Power Plant and 2×180,000KW of Dongguan Gaobu Power Plant). All of these gas turbine
Power Plants are located in the power load center of Pearl River Delta and the main peaking power source of
regions located.
During the reporting period, the Company is mainly devoted to the gas steam combined cycle power generation.
Nanshan Power Factory and Zhongshan Nan Lang Power Plant are in the status of normal production and
operation, while Donguan Gaobu Power Plant was basically shut down in the whole year of 2015 as the project
approval process hasn’t been prefect. Due to the slowdown economy of Guangdong Province, coupled with new
units put into operation, and the rising power transmission of the west to the east, the power supply and demand
situation is getting loose and the peak demand for gas turbine power generation tends to reduce. In this situation,
the on-grid electricity of the power plants of the Company reached 1.275 billion KWH in 2015.
Besides the primary business in power generation, the company actively developed businesses in related areas.
Shenzhen Shennandian Turbine Engineering Technology Technique Co., Ltd, an affiliate enterprise of the
Company, has been expanding its business scope in technical advice and technical services of gas turbine power
plant construction projects at home and abroad. Shenzhen Shennan Environment Protection Company is devoted
to sludge drying for sewage treatment plant by utilizing the residual heat of gas turbine power generation, which
reduces the volume of sludge, achieves harmless treatment and comprehensive utilization of resources.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
The provision for obsolete stocks for the lands of Zhongshan Shenzhong Real Estate Development
Co., Ltd is RMB576, 291,300.The sixth extraordinary meeting of the seventh board of directors of
the Company deliberated and approved the Resolution on Carrying out Government Purchase and
Reservation of 346 Mu lands of Zhongshan Shenzhong Real Estate Development Co., Ltd, which
Inventory stated that “Considering that the development conditions of such 346 Mu lands will be not satisfied
in short term, the board of directors approved that Zhongshan Shenzhong Real Estate Development
Co., Ltd to terminate the independent development of such 346 Mu lands and authorized the
Company to is to carry out and promote the government purchase and reservation of such lands
according to the spirit of documents on government purchase and reservation of Zhongshan City
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深圳南山热电股份有限公司 2015 年年度报告全文
and the principle opinions defined in the municipal mayors office meeting minutes on Jun 4, 2015”.
In accordance with the Implementation Project of Purchase and Reservation of Stock Construction
Land of Zhongshan City, the benchmark land compensation is RMB1, 196,700/Mu. Considering
from the principle of prudence, after the taxes and expenses are deduced, the recoverable amount
reaches RMB353, 153,200, which is lower than the book value of RMB929, 444,500 by RMB576,
291,300. Consequently, the provision for obsolete stocks for the lands of Zhongshan Shenzhong
Real Estate Development Co., Ltd is RMB576, 291,300.
Equity assets N/A
The provision for impairment of fixed asset in current year is RMB84, 223,100, mainly including
the following two items:
1. The 7# and 9# power generation units of the Company were approved to shut down by the fourth
extraordinary shareholders’ meeting of the Company. In 2015, based on the appraisal of 7# and 9#
power generation units and assets concerned with technology reform by Shenzhen Pengxin Asset,
Land and Property Appraisal Co., Ltd, the provision for impairment of fixed asset is RMB11,
264,400.
2. The provision for impairment of fixed asset of the Company and power plants was at RMB
68,425,300. In accordance with the Notification on Stop Collecting Processing Charges of Fuel Gas
and Petrol of Guangdong Development and Reform Commission, Guangdong Economy and
Information Committee, and Guangdong Finance Bureau (YFGWNo. [2015]565), approved by the
people’s government of Gongdong Province, the Notification on Temporarily Collecting Processing
Charges of Fuel Gas and Petrol (YFNo. [2008]31) came into invalidation since Oct. 1, 2015. China
Southern Power Grid and Guangzhou Electricity Power Supply stopped collecting processing
Fixed assets
charges of fuel and petrol from large industry clients in Guangzhou, Zhuhai, Foshan, Dongguan and
Zhongshan in terms of actual power consumption.
On Oct. 29, 2015, the Company received the Notification of Economy, Trade and Information
Commission of Shenzhen Municipality on Issuing 4Q15 Power Generation Plan of 110KV Power
Plants in Shenzhen Municipality (SHJMXXDZNo. [2015]205). According to such notification,
Guangdong Province has cancelled the processing charges of fuel gas and petrol since Oct. 1, 2015
and Shenzhen will also stop collecting processing charges of fuel gas and petrol and will not
provide subsidies for peak power of local gas turbine Power Plants any longer.
Due to changes in subsidy policies, the revenue of the power generation business is out of
proportion seriously and asset impairment test is necessary for power generation units. In
accordance with the appraisal result of Tongzhi Xinde(Beijing) Asset Appraisal Co., Ltd, the
provision for impairment of fixed assets for the power generation units by the parent company, New
Power Company, Shen Nan Dian Zhongshan Company and Shen Nan Dian Dongguan Company
were respectively RMB5,034,500, RMB17,644,800, RMB23,157,800 and RMB22,588,200.
Intangible assets N/A
The original technology reform project was terminated as 7# and 9# power generation units were
Construction in progress shut down, and the book net value of ordered equipment for technology reform was
RMB18,055,900. In accordance with the appraisal of 7# and 9# power generation units and assets
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深圳南山热电股份有限公司 2015 年年度报告全文
concerned with technology reform by Shenzhen Pengxin Asset, Land and Property Appraisal Co.,
Ltd, the provision for impairment of project under construction is RMB19, 263,300.
2. Main overseas assets
□ Applicable √ Not applicable
Core Competitiveness Analysis
Within over twenty years of its development, the Company upholds its traditional spirit of expansion, innovation and struggle. On the
basis of the smooth transformation of fuel of power generation of gas turbine power plants to clear energy, the Company took the
leading in implementing technology projects for energy-saving emission reduction, such as low NOX combustion reform so as to
minimize the influence of power generation on environment. By implementing the sludge drying business, CCHP projects and other
recycling economy projects, the Company has been striving to develop a comprehensive resources and energy utilization enterprise
and full energy service provider from a single power generation enterprise. Although the Company has been facing great pressure on
operation due to the negative influence from macro economy and the common issue in the gas turbine power generation industry, the
core competitiveness built within twenty years of management and development of the Company lays the foundation of sustainable
existence and development.
1. Although the gas turbine power generation is exposed to great difficulties, there are still spaces for survival and development in the
future. Despite the profitability of gas turbine power generation sets remains downward and there are many uncertain factors in the
future, the gas turbine generation unit has unique peak regulation performance and the natural gas power generation has material
effect of environment protection and emission reduction. Therefore, either from the aspect of grid peak regulation and regional
security, or based on the needs of environment protection, gas generation sets play an indispensable role in developed coastal areas.
As the chairman unit of professional committee of gas turbine power generation in Guangdong Electric Power Industry Association
and the gas turbine Power Plant in Guangong which is equipped with the most PG9171E gas-steam combined cycle power generation
sets, the Company will play its unique influence in the gas turbine power generation industry in Guangdong Province, and actively
strive for more living space for gas turbine power plants.
2. By investing to construction of sludge drying project, expanding technology consultation and service businesses on the
construction of gas turbine power plants to overseas markets, holding shares of Jiangxi Nuclear Power Company and other initiatives,
in recent years, the Company has actively explored diversification development so as to search and cultivate new profit growth
points.
3. Within more than 20 years of development, the Company has attracted and trained a group of technical experts and professionals
in the gas turbine industry, accumulated abundant experiences in the construction, operation, and management of gas turbine power
plant. On the basis to ensure the safe and stable operation of power generation facilities, the Company also provided technology
consultation and training and other professional services. Shenzhen Shennan Power Gas Turbine Engineering Technique Co., Ltd has
furnished technical advice, commissioning, transportation security and other professional services for dozens of gas turbine power
plants at home and abroad. The training center of the Company has undertaken the training of technical personnel from nearly 10
Power Plants in China and overseas. The Company is a well-known professionals training base in domestic gas turbine industry and
has established a good reputation and professional brand image.
4. As a listed company with 20 years of history, the Company has set up a maturing and standardized corporate governance structure
and a streamlined management structure, and established and gradually improved its modern enterprise management system. With
the establishment of target management system, budget management system, performance appraisal system, welfare and
remuneration system, which are combined with the management accountability and reward system, the responsibility is broken down
to every level and to staff concerned so as to create conditions for achieving overall objectives. At the same time, the Company sets
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深圳南山热电股份有限公司 2015 年年度报告全文
up an independent audit department, which is responsible for internal control audit and risk prevention, and urge all departments and
subsidiary companies to further standardize operation, avoid operational and governance risks.
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深圳南山热电股份有限公司 2015 年年度报告全文
Section IV Discussion and Analysis by the Management Team
1. Introduction
World economic growth was the lowest in six years in 2015. The international financial market turmoil intensified, which directly
impacted on China's economy. The domestic economy downward pressure rose and the economic growth of Guangdong also slowed.
Affected by all of these, the whole society electricity demand growth rate reduced, competition in the power generation industry
became fiercer. The gas turbine generator sets, as peaking power, is in a more unfavorable situation in the sort of economic operation
scheduling, and the generation capacity has been greatly limited. Besides, the government increased fiscal and financial risk
management and control efforts, so that the gas turbine power generation enterprises faced enormous difficulties and challenges in
common and the Company was also painful in its primary business.
In the face of extremely severe macroeconomic situation and market conditions, the company made a concerted effort. It paid close
attention to safety, environment protection and economic operation of the power plants for maximum power output. Firstly, actively
promoted the development of 53.82 Mu lands of Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd and the
government purchase and reservation of 346 Mu lands of Zhongshan Shenzhong Real Estate Development Co., Ltd. Secondly,
strengthened communication with relevant government departments, banks and other financial institutions to actively seek subsidies
and favorable financing terms, spore no effort to enhance operational efficiency and ensure the security of funds chain. Last but not
least, further enhanced internal standardized operation and refinement of management, and strove to raise overall performance
continuously, so that the operation and management risks were effectively controlled.
Although the Company has made arduous efforts and achieved desired results in many aspects, its operating performance is not
satisfactory due to macroeconomic situation, the adjustment of industry policy, the approval procedures for project and other factors.
First, two 9E power generation sets of Shen Nan Dian Dongguan Company, a shareholding company of the Company, was basically
shut down in the whole year of 2015 since the approval procedure of unit construction project was not perfect. Consequently, the
power capacity of three power plants of the Company was only at 1.296 billion KWH in 2015 and the profitability of the primary
business of the Company reduced. Secondly, Guangdong stopped the collection subsidy for processing charges of fuel gas and petrol
from October 1, 2015, Shenzhen, by following the spirit of document issued by Guangdong Province, stopped collecting and
granting the power generation subsidies to the gas turbine power plants. As a result, the company’s revenue of primary business was
negatively impacted. Besides, the Company withdrew the provision for impairment of power generation facilities at RMB 68,425,300,
resulting in the primary business loss. Meanwhile, because the company failed to reach agreement with the people’s government of
Zhongshan City on conditions to purchase and reserve 365 Mu lands of Zhongshan Shenzhong Real Estate Development Co., Ltd,
RMB576,291,300 provision for obsolete stock was withdrawn, which further increased the company's losses. Due to the aforesaid
factors, following the 2014 loss, the Company was still not out of business losses in the year of 2015 so that the delisting risk
warning alter will be imposed on the Company’s share trading.
In 2015, the on-grid electricity capacity of the Company was 1.275 billion KWH, accounting for 75.92 % of the plan in the whole
year. The revenue rose by 8.99% YOY to RMB 1, 345,018,200. The profit and net profit attributable to the parent company of the
Company was –RMB 828, 146,500 and –RMB 634, 623,700, with EPS at –RMB 1.05.
II. Main business analysis
1. Introduction
The main business of the Company is the production and operation of heat and electricity power supply, and the related technology
consultation and service of Power Plant (station). During the reporting period, the Company was mainly engaged in gas and steam
combined cycle power generation business. Due to the slowdown economy of Shenzhen City and Guangdong Province, reducing
demand for peak power generation of gas turbine power generation set, higher cost of gas turbine power generation and the limit
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深圳南山热电股份有限公司 2015 年年度报告全文
quota of subsidy for processing charges of fuel gas and petrol, the service hours of the power generation units of Nanshan Power
Factory and Zhongshan Nan Lang Power Plant reached 1,471 and 1,344. Dongguan Gaobu Power Plant was shut down in the whole
year due to the project approval issues.
Within the reporting period, the on-grid electricity capacity of the Power Plants of the Company reduced by 26.85% YOY to 1.275
billion KWH, including 790.00 million KWH from Nanshan Power Factory and 481.00 million KWH from Zhongshan Nan Lang
Power Plant. The on-grid electricity capacity of the Company reduced YOY substantially, mainly because Dongguan Gaobu Power
Plant basically shut down in the whole year of 2015 (Only run for 1 day); The revenue from power generation business reduced by
21.72% YOY to RMB 814, 675,700.
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2015 2014
Increase/decrease
Ratio in operation Ratio in operation
Amount Amount y-o-y
revenue revenue
Total of operation
1,345,018,210.71 100% 1,234,101,547.84 100% 8.99%
revenue
Industry classification
Energy industry 1,278,682,161.32 95.07% 1,172,587,265.36 95.02% 9.05%
Engineering service 9,296,792.72 0.69% 5,957,711.27 0.48% 56.05%
Sludge drying 55,241,083.22 4.11% 52,874,721.90 4.28% 4.48%
Other business 1,798,173.45 0.13% 2,681,849.31 0.22% -32.95%
Product classification
Electricity sales 814,675,667.29 60.57% 1,040,706,065.25 84.33% -21.72%
Fuel sales 464,006,494.03 34.50% 131,881,200.11 10.69% 251.84%
Engineering service 9,296,792.72 0.69% 5,957,711.27 0.48% 56.05%
Sludge drying 55,241,083.22 4.11% 52,874,721.90 4.28% 4.48%
Other business 1,798,173.45 0.13% 2,681,849.31 0.22% -32.95%
By region
Domestic 1,335,721,417.99 99.31% 1,228,143,836.57 99.52% 8.76%
overseas 9,296,792.72 0.69% 5,957,711.27 0.48% 56.05%
(2) About the industries, products, or regions accounting for over 10% of the company’s operating income
or operating profit
√Applicable □ Not applicable
In RMB
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深圳南山热电股份有限公司 2015 年年度报告全文
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
Industry classification
Energy industry 1,278,682,161.32 1,442,642,470.28 -12.82% 9.05% -14.35% 30.83%
Engineering 0.03% 27.84%
9,296,792.72 9,294,049.21 56.05% 22.06%
service
Sludge drying 55,241,083.22 40,385,299.14 26.89% 4.48% -8.89% 10.73%
Product classification
Electricity sales 814,675,667.29 981,979,766.20 -12.82% -21.72% -36.53% 30.83%
Fuel sales 464,006,494.03 460,662,704.08 0.03% 251.84% 235.65% 27.84%
Engineering 26.89% 10.73%
9,296,792.72 9,294,049.21 56.05% 22.06%
service
Sludge drying 55,241,083.22 40,385,299.14 -20.54% 4.48% -8.89% 28.13%
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
(3) Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease
Industries Item Unit 2015 2014
y-o-y
Sales volume TWh 12.75 17.43 -26.85%
Electric Power Output TWh 12.75 17.43 -26.85%
Storage TWh 0 0 -
Reasons for y-o-y relevant data with over 30% changes
□ Applicable √ Not applicable
(4) Fulfillment of the company’s signed significant sales contracts up to this reporting period
①On Jan. 2013, the Company, together with its shareholding subsidiary, New Power Company, signed a five-year National Gas Sale
Contract with Guangdong Trade Subsidiary of CNOOC Gas and Power LTD, which is under implementation presently.
②On Dec. 2013, the Company shareholding subsidiary, Shennandian Dongguan Company, signed a five-year National Gas Sale
Contract with Guangdong Trade Subsidiary of CNOOC Gas and Power LTD, which is under implementation presently.
③On May 2014, the Company shareholding subsidiary Shennandian Zhongshan Company, signed a five-year National Gas Sale
Contract with Zhuhai Trade Company, which is under implementation presently.
(5) Constitute of operation cost
Industry classification
In RMB
16
深圳南山热电股份有限公司 2015 年年度报告全文
2015 2014
Increase/decrease
Industries Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Power, heat
Energy industry 1,442,642,470.28 96.64%
supply 1,684,424,940.72 96.75% -14.35%
Engineering
Engineering cost 9,294,049.21 0.62%
service 7,614,495.28 0.44% 22.06%
Sludge drying
Other business 40,878,293.01 2.74%
etc. 48,865,841.37 2.81% -16.35%
In RMB
2015 2014
Increase/decrease
Products Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Electricity sales Power supplying 981,979,766.20 65.78% 1,547,178,845.96 88.87% -36.53%
Fuel sales Fuel supplying 460,662,704.08 30.86% 137,246,094.76 7.88% 235.65%
Engineering
Engineering cost 9,294,049.21 0.62%
service 7,614,495.28 0.44% 22.06%
Sludge drying Sludge treatment 40,385,299.14 2.71% 44,327,403.56 2.55% -8.89%
Other business Oil transport cost 492,993.87 0.03% 4,538,437.81 0.26% -89.14%
(6) Whether the changes in the scope of consolidation in Reporting Period
□ Yes √ No
(7)Major changes or adjustment in business, product or service of the Company in Reporting Period
□ Applicable √ Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
Total top five clients in sales (RMB) 1,333,829,193.30
Proportion in total annual sales volume for top five clients 99.17%
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Shenzhen Power Supply Bureau Co., Ltd. 504,184,038.20 37.49%
2 Sinopec shipping fuel supply Co., Ltd. 373,962,533.41 27.80%
3 Guangdong Power Grid Co., Ltd. 310,402,455.72 23.08%
4 Hubei Jiutoufeng Natural Gas Co., Ltd. 90,043,960.62 6.69%
5 Shenzhen Municipal Water Affairs Bureau 55,236,205.35 4.11%
17
深圳南山热电股份有限公司 2015 年年度报告全文
Total -- 1,333,829,193.30 99.17%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,217,476,597.02
Proportion in total annual purchase amount for top five
99.23%
suppliers
Information of top five suppliers of the Company
Serial Name Purchases (RMB) Proportion in total annual purchases
Guangdong branch of China National
1 463,333,434.60 37.76%
Offshore Oil & Gas Corporation
Guangzhou Zhongyuan Petroleum
2 368,177,366.46 30.01%
Chemical Co., Ltd.
Zhuhai branch of China National Offshore
3 292,132,722.55 23.81%
Oil & Gas Corporation
4 Xiantao Heneng Gas Sales Co. Ltd. 89,633,244.39 7.31%
Shenzhen Jiangrun Technology
5 4,199,829.02 0.34%
Development Co., Ltd.
Total -- 1,217,476,597.02 99.23%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decrease
2015 2014 Note of major changes
y-o-y
Sales expense 4,040,925.95 3,144,077.93 28.52% Dry sludge disposal costs increased
Dongguan Gaobu Power Plant stopped,
the main business cost transferred in
Management expense 152,448,251.49 94,273,391.92 61.71%
management expense RMB
57,168,400.
Financial expense 230,684,786.65 244,562,310.79 -5.67% Interest rate reduction
4. R&D expenses
□ Applicable √ Not applicable
18
深圳南山热电股份有限公司 2015 年年度报告全文
5. Cash flow
In RMB
Item 2015 2014 Y-o-y changes
Subtotal of cash in-flow from
2,143,467,256.56 2,363,289,387.00 -9.30%
operation activity
Subtotal of cash out-flow from
1,757,015,550.47 1,792,025,404.87 -1.95%
operation activity
Net cash flow from operation
386,451,706.09 571,263,982.13 -32.35%
activity
Subtotal of cash in-flow from
168,095.41 70,116.84 139.74%
investment activity
Subtotal of cash out-flow from
34,810,055.92 85,549,920.49 -59.31%
investment activity
Net cash flow from investment
-34,641,960.51 -85,479,803.65 -59.47%
activity
Subtotal of cash in-flow from
3,591,160,000.00 3,342,703,209.20 7.43%
financing activity
Subtotal of cash out-flow from
3,495,492,578.29 3,798,127,099.25 -7.97%
financing activity
Net cash flow from financing
95,667,421.71 -455,423,890.05 -121.01%
activity
Net increased amount of cash
447,831,523.04 30,440,127.50 1,371.19%
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
(1) The cash inflow from operation activities reduced by 9.30%, mainly because the sales income of electricity power reduced due to
the decrease of generating capacity and the power generation subsidiary reduced YOY.
(2) The cash outflow from operation activities reduced by 1.95%, mainly because the funds paid to purchase natural gas reduced due
to the decrease of generating capacity.
(3) The net cash flow from operation activities reduced by 32.35%, mainly because the sales income of electricity power reduced due
to the decrease of generating capacity and the power generation subsidiary reduced YOY.
(4) The cash inflow from investment activities rose by 139.74%, mainly due to increase in the disposal of fixed assets.
(5) The cash outflow from the investment activities reduced by 59.31%, mainly due to the low NOX combustion technology reform
expense of power generation unit reduced YOY;
(6) The net cash flow from investment activities reduced by 59.47%, mainly due to the low NOX combustion technology reform
expense of power generation unit reduced YOY;
19
深圳南山热电股份有限公司 2015 年年度报告全文
(7) The cash inflow of financing activities rose by 7.43%, mainly because the total financing amount in the reporting period rose
somewhat.
(8) The cash outflow of financing activities reduced by 7.97%, mainly because loans repaid in current period reduced along with
some short-term loans was transferred to long-term loans.
(9) The net cash flow from financing activities rose by 121.01%, mainly because the total financing amount in the reporting period
rose somewhat, and loans repaid in current period reduced along with some short-term loans was transferred to long-term loans.
(10) The net of cash and cash equivalents rose by 1371.19%, mainly because the amount of cash and cash equivalents rose in current
period due to financing activities.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
The net profit of the Company in current year is negative. The cash flow of the Company is not influenced after the deduction of
provision for impairment of fixed assets, depreciation of fixed assets and various amortization, and the net cash flow from operation
activities is positive.
III. Analysis of the non-main business
√Applicable □ Not applicable
In RMB
Amount Ratio in total profit Note Whether be sustainable
The equity method of
accounting for long-term
Investment income -2,077,122.55 0.25% Y
equity investment income
amortization
Changes in fair
- - - -
value
See "II-1, major changes in
Asset impairment 684,710,317.03 82.68% N
the main asset "
Non-operating Electricity subsidies and tax
401,866,238.19 -48.68% N
income revenue
Non-operating
448,678.66 0.05% Dispose of used fixed assets N
expense
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2015 End of 2014
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
20
深圳南山热电股份有限公司 2015 年年度报告全文
The increase of net financing in the
Monetary fund 1,026,626,480.06 22.42% 578,584,447.02 11.44% 10.96%
period
Account
405,391,442.85 8.85% 502,772,509.41 9.94% -1.09% Reduce of the subsidy receivable
receivable
1,284,712,150. Land impairment loss, see "II-1,
Inventory 672,683,049.42 14.69% 25.41% -10.73%
88 major changes in the main asset "
Investment
3,194,715.51 0.07% 3,543,988.51 0.07% 0.00% The depreciation in the period
property
Long-term
The reduction of the equity method
equity 22,520,274.78 0.49% 24,597,397.33 0.49% 0.00%
of accounting
investment
1,839,739,944.
Fix assets 1,667,494,083.42 36.41% 36.38% 0.01% The depreciation in the period
19
Provision for impairment of the
Construction in
8,473,276.90 0.19% 32,826,131.18 0.65% -0.47% current period, see "II-1, major
process
changes in the main asset "
Short term borrowings are converted
Short-term 2,617,890,000. to long-term borrowings, and the
2,385,300,000.00 52.08% 51.77% 0.28%
loans 00 total amount of financing in the
current period is increased.
Long-term Short term borrowings are converted
696,000,000.00 15.20% 150,000,000.00 2.97% 12.22%
loans to long-term borrowings
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
V. Investment
1. Overall situation
In January 2010, the Company invested to Jiangxi Nuclear Power of State Power Investment Corporation in nuclear power project
and holds 5% stake. As to the end of the reporting period, the investment of the Company amounted to RMB 57, 315,000 and the
company hasn’t increase investment. The preparatory work of the project is in progress.
2. The major equity investment obtained in the reporting period
□ Applicable √ Not applicable
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
21
深圳南山热电股份有限公司 2015 年年度报告全文
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The company had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the Period
5. Application of raised proceeds
□ Applicable √ Not applicable
The Company had no application of raised proceeds in the reporting period.
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable √ Not applicable
VII. Analysis of main holding company and stock-jointly companies
√Applicable □ Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
In RMB
Company Main Register Operating Operating
Type Total assets Net Assets Net profit
name business capital revenue profit
Technology
development
regarding to
Shenzhen
application
New Power RMB 113.85 184,883,165. 37,001,109.8 222,867,100. -45,469,394. -45,456,030.
Subsidiary of remaining
Industrial million 35 6 22 17 23
heat
Co., Ltd.
(excluding
restricted
items) and
22
深圳南山热电股份有限公司 2015 年年度报告全文
power
generation
with
remaining
heat. Add:
power
generation
through
burning
machines.
Oil product
Shen Nan
trading, spare
Energy US $ 0.9 347,381,360. 345,301,933.
Subsidiary part of the / 1,214,388.09 1,214,388.09
(Singapore) million 10 97
gas turbine
Co., Ltd.
agent
Self-operatio
n of fuel oil
or import
agent
business;
Trading(man
ufacture,
storage and
transportatio
n excluded)
of diesel,
lubricating,
Shenzhen liquefied
Server petroleum
RMB 53.3
Petrochemica Subsidiary gas, natural 148,149,679.48 108,973,874.41 464,812,218.03 -6,986,425.87 -6,940,425.87
million
l Supplying gas,
Co., Ltd compressed
gas &
liquefied gas
and chemical
products(che
mical hazard
excluded);
investment,
construction
and technical
assistance of
relevant
supporting
23
深圳南山热电股份有限公司 2015 年年度报告全文
facility of
liquefied
petroleum
gas and
natural gas;
import and
export of
cargo and
technologies,
domestic
trading(mono
polized
commodity
and
commodity
under special
government
control
excluded);
leasing
business.
Licensing
project: fuel
oil
warehousing
(refined oil
products
excluded);
ordinary
freight, cargo
specific
transportatio
n (container)
and cargo
specific
transportatio
n (pot-type)
Engaged in
Shenzhen
the
Shennandian
technology
Turbine RMB 10 112,899,015. 27,929,671.1
Subsidiary consultant 9,296,792.72 1,111,264.59 728,840.00
Engineering million 31 7
service of
Technology
gas-steam
Co., Ltd.
combined
24
深圳南山热电股份有限公司 2015 年年度报告全文
cycle power
plant
(station),
maintenance
and overhaul
of 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)
power
generation by
burning
machines,
power
generation by
remaining
heat, power
Shen Nan supply and
Dian heat supply
(Zhongshan) (excluding RMB 746.8 852,179,755. 307,354,989. -154,424,323 -78,115,886.
Subsidiary 4,814,682.37
Electric pipeline million 24 75 .00 46
Power Co., network of
Ltd. heat supply),
lease of dock
and oil
storage
(excluding
oil products,
dangerous
chemicals
and
25
深圳南山热电股份有限公司 2015 年年度报告全文
inflammable
and
explosive
materials).
Shen Nan
Dian
Construction
(Dongguan)
and operation US $ 35.04 778,133,127. 165,167,558. -136,406,696 -33,795,198.
Weimei Subsidiary 3,470,323.10
of natural gas million 57 33 .90 89
Electric
power plants.
Power Co.,
Ltd
Real estate
development,
property
management,
Zhongshan sales and
Shenzhong leasing
RMB 177.80 461,289,811. -792,773,104 -650,568,711 -650,568,739
Real Estate Subsidiary business of 25,641.03
million 15 .54 .98 .87
Development self-owned
Co., Ltd commercial
housing, real
setae
investment
Investment
of real estate
and property
management
(the above
projects shall
operate with
Zhongshan the
Shenzhong qualification
Real Estate certificate), RMB 60 331,339,134. 24,256,733.7 -11,206,713. -11,306,780.
Subsidiary /
Investment sale and million 76 3 35 47
Properties leasing
Co., Ltd business of
the
self-owned
commercial
housing.
branch
operations:
Fuel oil, the
26
深圳南山热电股份有限公司 2015 年年度报告全文
storage and
sales of
engine oil
Shenzhen
Shen Nan
Dian Sludge RMB 79 134,206,223. 86,245,504.4 55,287,660.9
Subsidiary 6,436,628.67 6,524,056.19
Environment drying million 51 8 9
Protection
Co., Ltd.
Development
, building &
operating and
management
of the
nuclear
power
project;
producing
electricity
and relevant
products;
foreign trade
CPI Jiangxi
operation(ex RMB
Nuclear Stock jointly 3,041,037,92 1,127,270,00
cluding the 1127.27 / / /
Power Co., company 7.37 0.00
import and million
Ltd.
export
business of
cargo
exercise
state-run
trading
management)
; (except for
the projects
with special
permission
from the
State)
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
27
深圳南山热电股份有限公司 2015 年年度报告全文
(I) Macro economy and industry development trend
Looking into the new year, the world economy is in a deep adjustment, recovery is underpowered, growth rate of international trade
is sluggish, financial and commodity market remain volatile, geopolitical risks rise and there are increasing instability and
uncertainties in the external environment, which will have a greater impact on the macro economic situation of China. At the same
time, China's economic structural reform has entered a crucial stage, the task of de-capacity, de-stocking, de-leverage, cost reduction
and the shoring up of weak spots are very hard. As a result of changing growth rate of domestic economy, the structural adjustment
pains, the interacting of the old and new monument for economy development and rising economic downward pressure, the overall
situation is still grim. To achieve a good start for economic and social development in the Thirteenth- Five Year Plan, 2016
Government Work Report brings forward to balance steady growth and structural adjustment, keep the economy running at a
reasonable range, focus on strengthening the supply-side structural reforms to accelerate the fostering of new development
momentum, transform and upgrade the traditional comparative advantages, and strive to achieve expected GDP growth of 6.5% to
7%.
Affected by domestic and international economic situation, in 2016, the overall industrial economy will remain stable in Guangdong
Province. However, because there are more uncertainties, the economy faces greater downward pressure. Shown by the first quarter
power distribution meeting of Guangdong Province, and based on an analysis of the situation of industrial economy, it is expected
that total electricity consumption in Guagndong Province will rise by 2.1% YOY to 542.4 billion KWH in 2016, it is expected the
maximum load which will be consistently deployed in the Guangdong Province will rise by 3.8% YOY to 97 million KWH, it is
expected contract generation will rise by 2% YOY to 513.5 billion KWH, and there will be ten new power generation units with total
capacity at 3.48 million KW. In 2016, as the electricity consumption growth tends to slow in Guangdong Province and the install
equipment continues to increase, it is expected that the power supply will meet the needs of the province's electricity supply and there
may be surplus of electricity as a whole.
Despite facing many unfavorable external environments, but, due to its flexible peaking function and environment protection, the gas
turbine power generation sets have an irreplaceable role. Although in recent years, the situation is not optimistic about the power
generation, there still space for efforts. The Company will spare no effort to seek the support of relevant government departments and
grid companies for increasing the generating capacity of its Power Plants in 2016. Besides, the Company will actively conform to the
trend of national economic structure optimization and reconstructing, search new investment opportunities and explore the possibility
of sustainable development of the Company and its subsidiaries through industrial upgrading, business transformation and integration
of assets and other measures.
(II) 2016 operation plan
Because the audited net profit has been negative in the successive two accounting years of 2014 and 2015, the delisting risk alert will
be imposed to the company’s stock trading after the report is disclosed. The Company pays highly attention to this issue, and
especially researches and analyses related problems and subsequent risks, for example, financing and operating pressure increases,
and the Company will be less attractive to professionals. Besides, aimed at possible consequent risks, the Company brings forward
strategies and set down corresponding measures. Under the premise to ensure safety, the Company will maximally improve the
profitability of primary businesses, promote to the revitalizing of lands in Zhongshan, Huidong wharf and the shut-down power
generation sets, and raise the performance of other businesses than power generation on the basis of standardizing operation. In 2006,
the Company will focus on the following aspects:
(1) Strengthen safety awareness and achieve comprehensive security. Continue to adhere to management philosophy of “Safety First
and Prevention Crucial”, further establish and improve the safety management system, increase enforcement system, strengthen staff
training and assessment, build a full, comprehensive and 24-hours large security pattern, and achieve the safety target of production,
operation and management.
28
深圳南山热电股份有限公司 2015 年年度报告全文
(2) Strengthen risk awareness and improve standardized operation level. Enhance legal education, insist on governing enterprise
based on laws, and further improve corporate governance structure and modern enterprise management system. Strengthen risk
control, optimize internal management and business processes by internal audits and internal control self-evaluation, and further
enhance the standardized management, and effectively guard against operational risks.
(3) Broaden financing channels, and secure the safety of funds chain. Closely track the national financial and monetary policies, raise
funds by various means, and spare great efforts to protect the company's capital chain security. Overcome operating losses, the
termination of power generating subsidies, and strive for mid-term and long-term funds through the revitalizing of assets and
broadening market direct financing channels in order to improve capital structure and defuse potential financial risks; Strengthen
fund planning and management within the system and maximize the advantages of overall financing platform and the utility of funds
raised.
(4) Pay close attention to management and improve the profitability of core business. Conscientiously implement production
management, guarantee supplies, maintain equipment carefully to ensure that the power generation units will be put into operation at
any time required and spare no effort for more generating capacity. Strengthen the dynamic tracking and analysis of business
activities, further improve budget management level, and strictly control costs and expenses. Strongly advocate broadening sources
of income and cutting down costs. Further perfect the incentive and evaluation mechanisms, strengthen positive staff guidance and
job training, create a united, progressive, pragmatic and struggling corporate culture, and stimulate the vitality and creativity of
employees. By improving management efficiency, develop internal potential, actively seek external support and strive to improve the
profitability of the main business.
(5) Enhance the value of assets and prevent non-electric business risks. Analyze the problems and shortcomings in previous
operations, rearrange and reorganize other businesses than power segment within the system of the Company, increase support to
sludge drying business with development potential and gas turbine Power Plant technology service, promote the development of
53.82Mu lands and the revitalizing of 346 Mu lands respectively in Zhongshan, accelerate the disposal of #7 and #9 power
generation units which have been shut down, strictly control the operation risk of non-electric business, take measures to integrate
stock assets and expand development space.
(6) Conscientiously fulfill the obligation of information disclosure and earnestly safeguard the legitimate rights and interests of
shareholders. After the company is classified into a * ST share, the relevant regulatory bodies, and shareholders will paid more
attention and be more sensitive to the Company, which will bring forward high requirements on the Company for information
disclosure and investor relations management. The Company will strictly comply with relevant laws, regulations and regulatory
documents, timely, accurately, completely and authentically implement the obligation of information disclosure, maintain investor
relations well, keep major information confidential and strengthen communication and reporting with regulatory agencies so as to
maintain a good the image of a listed company.
(7) Pay close attention to planning development of Qianghai and strive to be beneficial to the company's implementation plan.
Continue to follow and study the regional planning and related policies development of Qianhai, carry out the demonstration and
calculation of the relocation of Nanshan Power Factory and maintain active communication with the relevant departments and
Shenzhen Qianhai Administration Bureau. After the municipal government makes a decision of the future planning project of
Nanshan Power Factory, and the shareholders’ approval is gained, timely carry out related work to win opportunity from difficult
situation and safeguard the interests of the company and shareholders.
(8) Seek new development opportunities for sustainable development. Adapt to new economic development trend, actively pursue
new opportunities and development, and explore effective path to industrial transformation and upgrading through the optimization
and reconstructing of equity and assets, strive to get rid of operation difficulties, expand living space, and realize healthy and
sustainable development.
29
深圳南山热电股份有限公司 2015 年年度报告全文
The operation plan described in the report and related analysis of situation does not constitute the performance of the company's
commitment to investors. The company reminds investors to maintain sufficient awareness of risks and should understand the
difference between the operation plan and performance commitments.
(III) Possible main risks
1. Uncertainty in generating capacity: in 2016, as the electricity consumption growth will slow in Guangdong Province, the new
installed capacity continues to increase, it is expected that the electricity demands will be enough and the electricity supply will be
surplus as a whole. The impact on business of the single main business company is not uncertain.The Company will exert on its roles
of chairman unit of professional committee of gas turbine power generation in Guangdong Electric Power Industry Association, seek
supports of levels of government and power grid companies and strive for more generating capacity. Besides, it will maintain
equipments in a sound condition and make preparation for economic operation and management, improve equipment operating
efficiency, and positively deal with challenges from the market-oriented reforms in electricity power industry. In March 2016, the
project approval procedures of Dongguan Gaobu Power Plant have been completed. On the basis of making excellent preparation for
power generation, the Company will try its best for secure more generating capacity in the next three quarters.
2. Uncertainty in fuel price: Zhongshan Nan Lang Power Plant and Dongguan Baobu Power Plant of the Company have respectively
signed long-term purchase agreement of natural gas with Guangdong Trade Subsidiary of CNOOC Gas and Power LTD and Zhuhai
Trade Subsidiary of CNOOC Gas and Power LTD (collectively referred to as "CNOOC"). Although international oil price has gone
down substantially since last year, the future trend of oil price is uncertain so that the price of natural gas which is linked with the
international oil price is also unsettling. In addition, If the actual use of gas cannot achieve the minimum purchase amount, the price
of natural gas exist not negotiated with supplier. The Company will actively strive for the support of CNOOC for favorable price of
natural gas and contract execution. Meanwhile, the Company will seek natural gas provider with lower price to satisfy the demand of
Zhongshan Nanlang Power Plant and others for natural gas and minimize fuel cost as far as possible.
3. Capital security is facing greater pressure: As delisting risk alert will be imposed to the company’s stock trading, and the subsidy
policy for power plants was terminated, it may be more difficult for the company for raising funds and financing cost tends to rise.
The Company will further strengthen communication with banks and other financial institutions, and establish their confidence in the
company's solvency and continuing existence and strive for their support in financing.
4. Uncertain in real estate market: the 53.82 Mu lands of Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd are in the
stage of substantial development. As market supply and demand situation remain changing in future, it is uncertain for the Company
to fulfill the collection plan of sales fund. The government purchase and reservation of 346Mu lands of Zhongshan Shenzhong Real
Estate Development Co., Ltd hasn’t been finished. There are uncertainties whether the Company will make consensus with the
people’s government of Zhongshan City on land purchase and reservation and then implement the following approval procedures.At
the same time of land development and construction, the Company will, through specialized marketing efforts, increase market
promotion efforts, improve famous rate and signings rate of property project. In addition, the Company will increase communication
with the government of Zhongshan, strive for favorable conditions of purchase and reserve of lands, and effectively protect the
interests of the Company and its shareholders.
5. Uncertainty in the stability of core professionals: within over twenty years after the Company has been established, the company
has absorbed and cultivated a batch of high quality of combustion engine experts. Because of its operating losses in recent years,
coupled with the high cost of living in Shenzhen, the company has had a problem of professional brain drain. Although the existing
professional and technical personnel and management team can meet with the company's normal production, operation and
management needs, it is possible for more professionals to leave out of the company after the imposing of delisting risk alert. The
company will further strengthen human resources management, rearrange posts and carry out remuneration system, increase staff
training and reserve talents, and apply limited resources for encouraging core personnel. At the same time of standard management
30
深圳南山热电股份有限公司 2015 年年度报告全文
and putting forward strict requirements for work, pay attention to humane care of staff, create a harmonious working atmosphere, and
enhance the company's cohesion.
6. The audited net profit of the Company in two successive accounting periods, 2014 and 2015, is respectively -RMB330, 513,284.99
and -RMB634, 321,085.16. In accordance with the related regulation of Stock Listing Regulation, after the Company discloses the
report and applies for suspension of share trading for one day, the delisting risk alter will be imposed on the Company’s share trading.
If the company continues to make losses in the year of 2016, the company's stock may be suspended from listing. Under the premise
of safety and standardization, by broadening sources of income and cutting down costs，improve operational and management
efficiency, and actively promote the revitalizing of asset and spare no effort to achieve profitability.
The Company reminds investors to pay attention to the above possible principal risks and other risks the company may face, and
carefully make rational investment decisions.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
√Applicable □ Not applicable
Time Way Type Basic situation index of investigation
Under the premise of not violating the
information disclosure principles and
Investor relation interactive confidentiality of major information
Jan.-Dce.2015 platform and written Individual (45) systems, the Company will seriously and
information timely response to investors on the
company's basic business, financial
condition and status of affiliates.
Under the premise of not violating the
information disclosure principles and
confidentiality of major information
2015-05-19 Field research Individual systems, the Company will seriously and
timely response to investors on the
company's basic business, financial
condition and status of affiliates.
Under the premise of not violating the
information disclosure principles and
confidentiality of major information
2015-12-28 Field research Individual systems, the Company will seriously and
timely response to investors on the
company's basic business, financial
condition and status of affiliates.
Reception (times) 47
Number of hospitality 0
Number of individual reception 47
Number of other reception 0
31
深圳南山热电股份有限公司 2015 年年度报告全文
Disclosed, released or let out major undisclosed
N
information
2. From the end of reporting period to the disclosure date, reception of research, communication and
interview
□ Applicable √ Not applicable
The Company had no reception of research, communication or interview from the end of reporting period to the disclosure date
32
深圳南山热电股份有限公司 2015 年年度报告全文
Section V. Iimportant Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
√Applicable □ Not applicable
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years
(including the reporting period)
1. 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. But as the subsidy for electricity generation was seriously late to be retrieved, the company
had inactive lands of 1.1 billion Yuan in inventory at the end of the year, and the company’s financial situation is very 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, guarantee the normal production and management,
and further improve the short-term debt paying ability and enhance the company's overall profitability. Approved by the board of
directors and shareholders' meeting, the company carried over the undistributed profits of 302,714,103.81 Yuan up to the end of 2013
to the next year in order to supplement the company’ s liquidity needed in day-to-day operations. (For details, please refer to the
announcement of the 16th meeting of the 6th session board of directors (No.: 2014-022) published by the Company on China
Securities, Securities Times, Hong Kong Commercial Daily and Juchao information website on 25 April 2014.)
2. In 2014, 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. (For details, please refer to the announcement of the 2nd meeting of the 7th session
board of directors (No.: 2015-026) published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao information website on 25 April 2015.)
3. In 2015, audited by Deloitte Touche Tohmatsu CPA (LLP), the net profit attributable to shareholders of listed company for year of
2015 amounting as RMB -634,623,667.06. The Company has no plans of surplus accumulation fund accrual, no profit distribution
plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 6th meeting of the 7th session
board of directors (No.: 2016-009) published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao information website on 1 April 2016.)
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Net profit Ratio in net profit
attributable to attributable to
common stock common stock
Year for bonus Amount for cash shareholders of shareholders of Amount for cash Proportion for cash
shares bonus (tax included) listed company in listed company bonus by other ways bonus by other ways
consolidation contained in
statement for bonus consolidation
year statement
2015 0.00 -634,623,667.06 0.00% 0.00 0.00%
33
深圳南山热电股份有限公司 2015 年年度报告全文
2014 0.00 -330,513,284.99 0.00% 0.00 0.00%
2013 0.00 53,099,116.45 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is
positive but no plan of cash dividend proposed of common stock
□ Applicable √ Not applicable
II. Profit distribution plan and capitalizing of common reserves plan for 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.
III. Implementation of commitment
1. Commitments that the company, shareholders, actual controller, offeror, directors, supervisors, senior
management or other related parties have fulfilled during the reporting period and have not yet fulfilled by
the end of reporting period
√Applicable □ Not applicable
Type of Content of Commitment Commitment Implementatio
Commitments Promise
commitments commitments date term n
Commitments for
Share Merger Reform
Commitments in report of
acquisition or equity change
Commitments in assets reorganization
Commitments make in initial public
offering or re-financing
Equity incentive commitment
HONG
KONG NAM Promise not to
HOI preparing the
(INTERNATI material
ONAL) Commitments events as
Other commitments for medium and LTD. , of not carrying material assets
small shareholders Shenzhen out a major reorganization 2015-01-09 3 months Completed
Equity incentive commitment asset , acquisition,
Guangju
Industrial Co., restructuring stock
LTD., placement in
Shenzhen later three
Energy Group months
Co., Ltd.,
34
深圳南山热电股份有限公司 2015 年年度报告全文
Shenzhen
Guoneng
International,
Trading Co.,
LTD., The
Company
Promise not to
preparing the
material
Commitments events as
of not carrying material assets
The Company out a major reorganization 2015-05-19 3 months Completed
asset , acquisition,
restructuring stock
placement in
later three
months
HONG
KONG NAM
Promise not to
HOI
preparing the
(INTERNATI
material
ONAL)
Commitments events as
LTD. ,
of not carrying material assets
Shenzhen
out a major reorganization 2015-12-01 3 months Completed
Guangju
asset , acquisition,
Industrial Co.,
restructuring stock
LTD.,
placement in
Shenzhen
later three
Energy Group
months
Co., Ltd., The
Company
Other commitments for medium and
Yes
small shareholders
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
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
35
深圳南山热电股份有限公司 2015 年年度报告全文
□ Applicable √ Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year
□ Applicable √ Not applicable
No particulars about the changes in aspect of accounting policy, estimates or calculation method in Period.
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
√Applicable □ Not applicable
New established subsidiary: Sinopharm Holding Guangzhou Medical Management Co., Ltd.
IX. 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 (financial audit:70, Internal Control audit:20)
thousand Yuan)
Continuous life of auditing service for domestic
3 years
accounting firm
Name of domestic CPA Ou Changxian, Li fengxia
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □ Not applicable
Ruihua Certified Public Accountants Co., Ltd. (LLP) was appointed as the internal control auditing authority of the Company for
year of 2015 with expenses of RMB 0.2 million for one year
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
36
深圳南山热电股份有限公司 2015 年年度报告全文
XII. Significant lawsuits and arbitrations of the Company
√Applicable □ Not applicable
Amount Implementation
Whether it is Progress of Outcome and
Basic information of involved (in of lawsuit Disclosure Disclosure
liabilities lawsuit affect of lawsuit
lawsuit (arbitration) ten thousand (arbitration) date index
estimate (arbitration) (arbitration)
Yuan) award
Since Aug. 2016,
Server Company, an
affiliate of the
Company, carried
out oil trading Announceme
business with China nt:
Shipping & Announceme
SINOPEC Supplies nt on
Co., Ltd (purchase Lawsuits
fuel oil from Initiating by
Guagnzhou the Affiliate
Zhongyuan of the
Petrochemical Co., Company,
Ltd and sell such Shenzhen
fuel oil to China As the hearing Server
The hearing
Shipping & hasn’t been held, Petrochemica
hasn’t been Hearings hasn’t
SINOPEC Supplies it is unable to l Supplying
held since been held since
Co., Ltd.) During predict the effect Co.,
5,112.82 No the the disclosures 2016-03-01
the period from of the lawsuit on Ltd(2016-007
disclosures date of the
Aug. 2015 to the the profit in ) published
date of the report
end of Sep. 2015, current period or by the
report
Server Company next period. Company on
signed two pieces of China
fuel oil purchase Securities
agreements(Contract News,
No.: Securities
GRG150804002X Times, Hong
and Kong
GRG150907004X ) Commercial
with China Shipping Daily and
& SINOPEC Juchao
Supplies Co., Ltd Website.
and the total
contract amount
reached RMB72.35
million. Server
37
深圳南山热电股份有限公司 2015 年年度报告全文
Company delivered
fuel oil to China
Shipping &
SINOPEC Supplies
Co., Ltd in
accordance with
agreement.
However, China
Shipping &
SINOPEC Supplies
Co., Ltd didn’t pay
full contract amount
in accordance with
agreement after it
issued Delivery
Confirmation to
Server Company.
Up to now, the
owned money is
RMB51,
128,173.60. Server
Company initiated
legal proceedings
and submitted to
Guangzhou
Huangpu District
People’s Court Civil
Complaint and other
relevant filing
materials and has
received the
Acceptance
Notification.
XIII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
XIV. Integrity of the company and its controlling shareholders and actual controllers
□ Applicable √ Not applicable
38
深圳南山热电股份有限公司 2015 年年度报告全文
XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or
other employee incentives
□ Applicable √ Not applicable
Except for the payment of employee remuneration and incentives within the scope of remuneration, the company has no equity
incentive plan, employee stock ownership plans or other employee incentives.
XVI. Major related transaction
1. Related transaction with routine operation concerned
□ Applicable √ Not applicable
The Company had no related transaction with routine operation concerned in the 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. Contact of related credit and debt
Claim receivable from related party
Whether Current
Balance at Current
has newly Current
period-begi recovery
Related Relationshi non-busines added interest
Serial Causes n (10 (10 Interest rate
party p s capital (10 (10 thousand
thousand thousand
occupying thousand Yuan)
Yuan) Yuan)
or not Yuan)
Shenzhen
Shennandia
n Turbine
Profit
Engineerin Subsidiary No 7,949.53 - - 7,949.53
distribution
g
Technology
Co., Ltd.
Financial
claim
New Power
Subsidiary receivable No 2,860.46 44,458.63 39,616.29 7,702.80
Company
from related
party
Shen Nan
Financial
Dian
claim
(Zhongshan Subsidiary No 63,493.66 3,678.29 15,553.36 7.00% 3,098.84 54,717.43
receivable
) Electric
from related
Power Co.,
39
深圳南山热电股份有限公司 2015 年年度报告全文
Ltd. party
Zhongshan Financial
Shenzhong claim
Real Estate Subsidiary receivable No 84,252.10 1,000.00 500.00 7.00% 5,717.62 90,469.72
Developme from related
nt Co., Ltd party
Zhongshan
Financial
Shenzhong
claim
Real Estate
Subsidiary receivable No 9,364.05 12,900.00 12,407.23 7.00% 640.22 10,497.04
Investment
from related
Property
party
Co., Ltd
Shen Nan
Dian Financial
(Dongguan) claim
Weimei Subsidiary receivable No 10,674.86 15,000.00 7,000.00 7.00% 713.71 19,388.57
Electric from related
Power Co., party
Ltd
Shenzhen
Shen Nan Financial
Dian claim
Environme Subsidiary receivable No 815.7 3,366.04 3,742.29 7.00% 5.29 444.74
nt from related
Protection party
Co., Ltd.
Financial
Shen Nan
claim
Energy
Subsidiary receivable No 21.23 - - 21.23
(Singapore)
from related
Co., Ltd.
party
Financial
Hong Kong claim
Syndisome Subsidiary receivable No 8.1 0.58 0.13 8.55
Co., Ltd. from related
party
Influence on business
performance and
financial status of the Current assets RMB 117.5995 million increased in the Period.
Company from related
liabilities
Debts payable to related party
40
深圳南山热电股份有限公司 2015 年年度报告全文
Balance at Current Current Current
period-begin newly added recovery interest
Serial Related party Relationship Causes Interest rate
(10 thousand (10 thousand (10 thousand (10 thousand
Yuan) Yuan) Yuan) Yuan)
Shenzhen
Financial
Shennandian
claim
Turbine
Subsidiary receivable 9,486.96 - 487.85 5.60% 533.14 9,532.25
Engineering
from related
Technology
party
Co., Ltd.
Shenzhen Financial
Server claim
Petrochemical Subsidiary receivable 3,146.99 7.70 222.66 5.60% 170.33 3,102.36
Supplying Co., from related
Ltd party
Financial
Hong Kong claim
Syndisome Subsidiary receivable 346.97 31.61 10.40 368.18
Co., Ltd. from related
party
Influence on business
performance and financial
current liability RMB 0.2187 million increased in the Period
status of the Company from
related debts
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
√Applicable □Not applicable
Explanation on trust
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 8.9840 million was
obtained by the Company in reporting 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
41
深圳南山热电股份有限公司 2015 年年度报告全文
2. Major guarantees
√Applicable □ Not applicable
(1) Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
Total actual occurred
Total approving external guarantee
0 external guarantee in report 0
in report period (A1)
period (A2)
Total actual balance of
Total approved external guarantee
0 external guarantee at the 0
at the end of report period ( A3)
end of report period (A4)
Guarantee of the Company for the subsidiaries
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
Shen Nan Dian General
2015-04-25 10,000 2015-10-28 5,000 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2015-04-25 20,000 2015-05-13 15,500 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2015-04-25 10,000 2015-07-13 2,955 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2015-04-25 10,000 2015-6-26 2,675 One year No Yes
Zhongshan Company assurance
Shen Nan Dian General
2015-04-25 15,000 2015-10-22 10,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2015-04-25 20,000 2015-05-13 20,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2015-04-25 21,000 2015-07-01 3,500 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2015-04-25 5,000 2015-11-19 5,000 One year No Yes
Dongguan Company assurance
Shen Nan Dian General
2015-04-25 2,500 2015-08-20 2,000 One year No Yes
Environment assurance
General
New Power Company 2015-04-25 10,000 2015-11-30 5,000 One year No Yes
assurance
42
深圳南山热电股份有限公司 2015 年年度报告全文
Zhongshan Shenzhong
Real Estate General
2015-12-29 30,000 2015-12-30 9,100 One year No Yes
Investment Property assurance
Co., Ltd
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 153,500 subsidiaries in report period 80,730
period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 153,500 the end of reporting period 80,730
end of reporting period (B3)
(B4)
Guarantee of the Company for the subsidiaries
Guarante
Related
Actual date of e for
Announce Actual Implemen
Name of the Company Guarantee happening (Date Guarantee Guarantee
ment guarantee related
guaranteed limit of signing type term ted (Y/N)
disclosure limit
agreement) party
date
(Y/N)
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0 0
subsidiaries in report period
period (C1)
(C2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 0 0
the end of reporting period
end of reporting period (C3)
(C4)
Total amount of guarantee of the Company( total of three abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 153,500 occurred guarantee in report 80,730
(A1+B1+C1) period (A2+B2+C2)
Total amount of approved Total balance of actual
guarantee at the end of report 153,500 guarantee at the end of 80,730
period (A3+B3+C3) report period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net
126.93%
assets of the Company (that is A4+ B4+C4)
Including:
Amount of guarantee for shareholders, actual controller and its
0
related parties(D)
The debts guarantee amount provided for the guaranteed parties
78,730
whose assets-liability ratio exceed 70% directly or indirectly(E)
Proportion of total amount of guarantee in net assets of the
48,929.67
Company exceed 50%(F)
Total amount of the aforesaid three guarantees(D+E+F) 127,659.67
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures
N/A
(if applicable)
Explanation on guarantee with composite way
43
深圳南山热电股份有限公司 2015 年年度报告全文
(2)Guarantee outside against the regulation
□Applicable √Not applicable
No guarantee outside against the regulation in Period.
3. Entrust others to cash asset management
No entrust financing and entrust loans for the company in reporting period.
4. Other material contracts
√Applicable □Not applicable
Book Apprais
value al value
of for
Whethe
amount assets Base Implem
Apprais r
Compa involve involve date of Trading entation
Name subject al constitu
ny d in d in assets Pricing price Related ended Disclos
of matter Date of agency te disclos
entered contract contract evaluati principl (in 10 relation as ure
counter of contract (if related ure date
into a (in 10 (in 10 on (if e thousan ship reportin index
part contract applica transact
contract thousan thousan applica d Yuan) g
ble) ion or
d Yuan) d Yuan) ble) period
not
(if (if
applica applica
ble) ble)
No.:20
12-054
，
announ
Consist cement
Guangd ing of the
ong three purchas
Trade parts: e of
Implem
Branch Liquefi price of natural
The enting
of ed 2013-0 LNG, 2012-1 gas
Compa - -- - - No No relevant
CNOO natural 1-15 compre 2-15 publish
ny contract
C Gas gas hensive ed on
s
& service “China
Power charge Securiti
Group and es
taxes. Journal
”
“Securi
ties
Times”
44
深圳南山热电股份有限公司 2015 年年度报告全文
“Hong
Kong
Comme
rcial
Daily”
and
Juchao
Website
No.:20
13-044,
“Notice
of
major
Contrac
t”
Consist
publish
Guangd ing
ed on
ong three
Shen “China
Trade parts:
Nan Implem Securiti
Branch Liquefi price of
Dian enting es
of ed 2013-1 LNG, 2013-1
Donggu - -- - - No No relevant Journal
CNOO natural 2-21 compre 1-30
an contract ”
C Gas gas hensive
Compa s “Securi
& service
ny ties
Power charge
Times”
Group and
“Hong
taxes.
Kong
Comme
rcial
Daily”
and
Juchao
Website
Consist No.:20
Guangd
ing 14-030,
ong
Shen three “Notice
Trade
Nan parts: Implem of
Branch Liquefi
Dian price of enting major
of ed 2014-0 2014-4-
Zhongs - -- - LNG, - No No relevant Contrac
CNOO natural 5-31 25
han compre contract t”
C Gas gas
Compa hensive s publish
&
ny service ed on
Power
charge “China
Group
and Securiti
45
深圳南山热电股份有限公司 2015 年年度报告全文
taxes. es
Journal
”
“Securi
ties
Times”
“Hong
Kong
Comme
rcial
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and
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46
深圳南山热电股份有限公司 2015 年年度报告全文
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XVIII. Explanation on other significant events
1. The company participated into the projects initiated by Guangdong Province to support Xinjiang Uygur Autonomous Region. On
the basis of completing the preparation of early feasibility study, regional heat supply plan and other documents, the company has
obtained the replay of Xinjiang Autonomous Region Development and Reform Commission to approve the company to carry out
preparatory work of the project. Besides, the Company singed tripartite investment agreement with the people’s government of Shufu
County, Kashi and the Support- Xinjiang Headquarters of Guangdong Province. (For details, refer to the 2013 Semiannual Report
(2013-026) published by the Company on China Securities News, Securities Times, Hong Kong Commercial Daily and Juchao
Website on Aug. 13, 2013). Under the policy background when the State continues to keep a low price advantage in Xinjiang, the
project is currently suspended since the price of natural gas and electricity is difficult to implement).
2. During the reporting period, bases on the reasonable judgment on the situation of capital market and stock value of the Company,
and in order to promote the sustainable, stable and healthy development of the Company, one shareholder of the company, Guangju
Industry Co., Ltd, and the chairman of the board of the Company intended increases stake in the company since Jul. 9, 2015 in
accordance with the relevant provisions of the Notification on the Major Shareholders of Listed Companies, Directors, Supervisors
and Senior Management to Increasing Its Stake(ZHJFNo. [2015]51) issued by China Securities Regulatory Commission. (For details,
refer to the 3Q15 Report (2015-072) published by the Company on China Securities News, Securities Times, Hong Kong Commercial
Daily and Juchao Website on Oct. 23, 2015).In 3Q15, one shareholder of the company, Guangju Industry Co., Ltd increased its
holding of 1,692,500A shares, 0.28% of total equity of the Company. Such increase in shareholding complied with related regulations
of laws, regulation and Shenzhen Stock Exchange(For details, refer to the 3Q15 Report (2015-072) published by the Company on
China Securities News, Securities Times, Hong Kong Commercial Daily and Juchao Website on Oct. 23, 2015) .The company will
continue to focus on the increasing of shareholding by the above-mentioned persons and companies and timely implementation of
information disclosure obligations in accordance with relevant provisions.
3. In order to satisfy the demands of production, operation and development for capital, broaden financing channels, and optimize
capital structure, the company plans to apply the National Association of Financial Market Institutional Investors for the registration
and issuance of mid-term bills not exceeding RMB500.00 million(inclusive) (For details, refer to the Announcement on Issuing
Mid-term Bills(2015-062) published by the Company on China Securities News, Securities Times, Hong Kong Commercial Daily and
Juchao website on Aug. 25, 2015). On Jan. 4, 2016, the National Association of Financial Market Institutional Investors issued
Registration Acceptance Notification (ZHSHXZHNo. [2016]MTN2, the valid period is three months). At present, the company has
the acceptance registration notice issued by Nafmii. As of the date of this report, the company is negotiating with the underwriter
bank on the relevant matters.
4. In order to broaden financing channels, supplement working capital and promote business development, the Company plans to
issue non-public offering of corporate bonds not exceeding RMB2.00 billion(inclusive) (For details, refer to the Announcement on
Issuing Non-Public Offering of Corporate Bonds (2015-063) published by the Company on China Securities News, Securities Times,
Hong Kong Commercial Daily and Juchao website on Aug. 25, 2015). As of the end of disclosure date of the report, the underwriters
have completed on-site due diligence and are conducting consultations on the way of issuance.
47
深圳南山热电股份有限公司 2015 年年度报告全文
5. The audited net profit of the Company in two successive accounting periods, 2014 and 2015, is respectively –RMB 330,
513,284.99 and –RMB -634,623,667.06. In accordance with the relation regulation of Stock Listing Regulation, after the Company
discloses the report and applies for suspension of share trading for one day, the delisting risk alter will be imposed on the Company’s
share trading when the share trading is resumed. After the imposing of delisting risk alert, the Company’s ticker symbol will be
“*ST”, and the daily rate of trading limit for its stock price is 5%. If the company continues to make losses in the year of 2016, the
company's stock may be suspended from listing. The Company reminds investors of investment risks.
XIX. Significant event of subsidiary of the Company
√Applicable □ Not applicable
1. During the reporting period, Shen Nan Dian Dongguan Company, a shareholding company of the Company, wan shut down as the
approval procedure of the gas turbine combined cycle power generating project of Dongguan Gaobu Power Plant wasn’t completed.
Two sets of 9E gas turbine combined cycling power generating sets of Dongguan Company were not put into operation in the whole
year (Only run for 1 day). The Company and Shen Nan Dian Dongguan Company, on one aspect, closely tracked the trend of
policies, promoted examination and approval procedure of project and strived to complete approval procedures, and on the other
aspect, strengthened the daily maintenance of curing of the power generation sets to ensure the equipment in sound status, and
increase the job training of operation ,maintenance and other technical personnel during the period of downtime and make good
preparation in the aspect of equipment and human resource to resume power generation. On Jan. 14, 2016, Shen Nan Dian Dongguan
Company received the Replay on the Approval of Guangdong Development & Reform Committee on the Gas-Stream Combined
Cycle Power Generation Project of Gaobu Natural Power Plant(YFGNDHNo.[2016]140)(hereinafter “Project Approval Replay”),
stating “comprehensively considering the safe operation of the electricity power system of Guangdong Province and through research,
Guangdong Development and Reform Commission approved the 2×180MW gas-steam combed cycle power generation project of
Gaobu Natural Gas Power Plant of Shen Nan Dian Dongguan Company.” .( For further information, refer to the Announcement on
the Shareholding Subsidiary, Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd Granted with the Replay on the Approval
of Guangdong Development & Reform Commission on the Gas-Stream Combined Cycle Power Generation Project of Gaobu
Natural Power Plant of the Company(2016-001) on China Securities News, Securities Times, Hong Kong Commercial Daily and
Juchao website on Jan. 16, 2016). Before the disclosure report, Shen Nan Dian Dongguan Company has completed related
procedures of power generation, signed supporting documents, obtained the Power Business License granted by the South China
Bureau of the National Energy Board and resumed normal electricity production. The company will follow the requirements in the
Project Approval Replay, and develop targeted risk prevention measures to strengthen operation management and ensure the safety,
environmental protection, and efficient operation.
2. On Apr. 10, 2015 and Apr. 27, 2015, the third meeting of the seventh session of the board of directors and the second
extraordinary shareholders’ meeting in the year of 2015 respectively deliberated and approved the Resolution on Accelerating the
Development of 53.82Mu Lands of Zhongshan Shenzhong Real Estate Real Estate Investment Properties Co., Ltd and Investment and
Development Plan from Jan. 2015 to Aug. 2016, which approved Zhongshan Shenzhong Real Estate Real Estate Investment
Properties Co., Ltd , a shareholding subsidiary of the Company, to formally initiate the development and construction of 53.82 Mu
lands( for details, refer to the related announcement(2015-017 and 2015-040) published by the Company on China Securities News,
Securities Times, Hong Kong Commercial Daily and Juchao website on Apr. 11 and Apr. 28). In order to ensure the smooth progress
of project development, Zhongshan Shenzhong Real Estate Real Estate Investment Properties Co., Ltd carried out bidding of
construction units and raised construction funds. Through open bid, Zhongshan Shenzhong Real Estate Real Estate Investment
Properties Co., Ltd signed construction contact the successful bidder, Zhongheng Construction Group Co., Ltd on Jul. 2, 2015. On
Dec. 9, 2015 and Dec. 28, 2015, the sixth extraordinary meeting of the seventh board of directors and the fifth extraordinary
shareholders’ meeting deliberately and approved the Resolution on the Financing and Guarantee of Shuimu Nianhua Garden of the
48
深圳南山热电股份有限公司 2015 年年度报告全文
Shareholding Subsidiary, Zhongshan Shenzhong Real Estate Real Estate Investment Properties Co., Ltd. (For further information,
refer to the Report on the Development Progress of 53.82 Mu Lands of Zhongshan Shenzhong Real Estate Real Estate Investment
Properties Co., Ltd and other announcements(2015-051 Announcement, 2015-080 Accouchement and 2015-086 Accouchement)
published by the Company on China Securities News, Securities Times, Hong Kong Commercial Daily and Juchao website on Jan.
16, 2016). Until the disclosure of this report, the development and construction of such 53.82Mu land is under progress
3. In order to satisfy the demands of normal operation of New Power Company, a wholly owned subsidiary and Shen Nan Dian
Zhongshan Company, a shareholding subsidiary of the Company, on Jun. 8, 2015 and Jun. 25, 2015, the fourth extraordinary meeting
of the seventh session of the board of director and the third extraordinary shareholders’ meeting in 2015 deliberated and approved
respectively the Resolution on the Financing Leasing of the Wholly Owned and Shareholding Subsidiaries of the Company, which
approved the Company to furnish guarantee with joint and several liabilities for the sale & lease back financing leasing at
RMB190.00 million and RMB61.00 million for New Power Company and Shen Nan Dian Zhongshan Company respectively.( For
further information, refer to the Announcement on Furnishing Guarantee for Wholly Owned and Shareholding Subsidiaries of the
Company(2015-047 and 2015-050) published by the Company on China Securities News, Securities Times, Hong Kong Commercial
Daily and Juchao website on Jun. 6, 2015 and Jun.26, 2015). Until the disclosure of this report, the finance leasing company is
stepping up the implementation of funding sources.
4. On Oct. 27, 2015, Shen Nan Dian Zhongshan Company, a shareholding subsidiary of the Company, received the Notification on
Stop Collecting Processing Charges of Fuel Gas and Petrol Re-transmitted by Zhongshan City Development and Reform Bureau,
Zhongshan Economy and Information Bureau, and Zhongshan Finance Bureau(ZHFGJGNo.[2015]512). In accordance with the
Notification on Stop Collecting Processing Charges of Fuel Gas and Petrol of Guangdong Development and Reform Commission,
Guangdong Economy and Information Committee, and Guangdong Finance Bureau (YFGWNo. [2015]565), and approved by the
people’s government of Gongdong Province, the Notification on Temporarily Collecting Processing Charges of Fuel Gas and Petrol
(YFNo. [2008]31) came into invalidation. China Southern Power Grid and Guangzhou Electricity Power Supply stopped collecting
processing charges of fuel and petrol from large industry clients in Guangzhou, Zhuhai, Foshan, Dongguan and Zhongshan in terms
of actual power consumption. On Oct. 28, 2015, Shen Nan Dian Dongguan Company, the shareholding subsidiary of the Company,
received the Reply on Temporary Power Price Settlement of Zhuhai Hongwan Power Plant and Other Power Plants with China
Southern Power Grid (YFGWGHNo. [2015]4462) issued by Guangdong Development and Reform Commission. By referring to the
on-grid power price of similar type of natural gas Power Plants in Guangdong Province, since Oct. 1, 2015, the temporary power
settlement price of five Power Plant of the Company, including Gaobu Power Plant of Shen Nan Dian Dongguan Company, with
China Southern Power Grid will be adjusted to RMB0.745/KWH(tax inclusive), against the previous temporary power settlement
price of Gaob Power Plant at RMB0.597/KWH(tax inclusive) (for further information, refer to the Announcement on the Receiving of
the Notification on Stopping Charging Gas and Fuel Processing Fee by the Shareholding Subsidiary, Shen Nan Dian(Zhongshan)
Electric Power Co. Ltd, and the Adjustment of Temporary Power Settlement Price of Shen Nan Dian(Dongguan) Weimei Electric
Power Co., Ltd(No. 2015-076) published by the Company on China Securities News, Securities Times, Hong Kong Commercial
Daily and Juchao website on Oct. 30, 2015). On Oct. 29, 2015, the Company received the Notification of Economy, Trade and
Information Commission of Shenzhen Municipality on Issuing 4Q15 Power Generation Plan of 110KV Power Plants in Shenzhen
Municipality (SHJMXXDZNo. [2015]205). According to such notification, Guangdong Province has cancelled the subsidy for
processing charges of fuel gas and petrol since Oct. 1, 2015 and Shenzhen will also stop collecting subsidy for processing charges of
fuel gas and petrol and will not provide subsidies for peak power of local gas turbine Power Plants any longer. As a result, Nanshan
Power Factory hasn’t been granted with subsidy for processing charges of fuel gas and petrol since Oct. 1, 2015(for detailed
information, refer to the Announcement on Nanshan Power Factory Not Granted With Gas and Fuel Subsidies Any Longer
(2015-077) published by the Company on China Securities News, Securities Times, Hong Kong Commercial Daily and Juchao
website on Oct. 31, 2015). During the reporting period, the subsidy for processing charges of fuel gas and petrol received by the
Company amounted to RMB285, 153,258.02. Among of it, the subsidy for fuel oil granted by Shenzhen Municipality was RMB150,
184,748.00, which was the subsidy income of power generation of Nanshan Power Factory in 20015 calculated in terms of the
49
深圳南山热电股份有限公司 2015 年年度报告全文
methods regulated in the Temporary Management Method of Power Generation Subsidy of Gas Power Generation Units in Shenzhen
(SHFBNo.[2015]14) issued by the general office of the people’s government of Shenzhen and the subsidy for fuel oil granted by
Guangdong Province was RMB134,968,510.02, which was the settled 14 subsidy income of power generation for Zhongshan Nan
Lang Power Plant and Dongguan Gaobu Power Plant and the pre-allocated subsidy in the first half year of 2015 in accordance with
the Notification on the Related Matters on Settling 2014 and Arranging 1H15 Subsidy for Processing Charges of Fuel Gas and
Petrol(YFGJGHNo. [2015]629) promulgated by Guangdong Development and Reform Commission.
5. In consideration that the taxabale cost of 346 Mu lands of Zhongshan Shenzhong Real Estate Development Co., Ltd, shareholding
subsidiary of the Company, is excessively low, and 133 Mu in the 346 Mu lands have been covered into arable land to be cleared up
and reclaimed from the land used for urban construction, the development conditions of such lands are not satisfied in the short term.
In accordance with the analysis and proposals of the law consultant on issues influencing the development of such 346 Mu lands, in
combination of the spirit of Implementation Program of Purchase and Reservation of Stock Lands for Construction of Zhongshan
City promulgated by Zhongshan Land and Resource Bureau and other documents, the Company communicated the related issues on
changing the 346 Mu lands into government land purchase and reservation with the people’s government of Zhongshan City. The
mayor office meeting minutes of Zhongshan people’s government on Jun. 4, 2015 expressed its agreement on the opinions of land
purchase and reserve. Thereafter, the Company negotiated with the related functional departments on the government purchase and
reservation of the 346 Mu lands for many times. On Dec. 9, 2015 and Dec. 28, 2015, the sixth temporary meeting of the seventh
session of the board of directors and the fifth extraordinary shareholders’ meeting respectively deliberated and approved the
Resolution on the Government Purchase and Reservation of 346 Mu Lands of Zhongshan Shenzhong Real Estate Development Co.,
Ltd. (For detailed information, refer to the related 2015-080 and 2015-086 Announcements published by the Company on China
Securities News, Securities Times, Hong Kong Commercial Daily and Juchao website on Dec. 10, 2015 and Dec. 29, 2015). In
accordance with the resolution of the shareholders’ meeting and the board of directors, and in terms of the principles and opinions on
the land purchasing and reservation defined in the mayor office meeting minutes of the people’s government of Zhongshan City on
Jun. 4, 2015, Zhongshan Shenzhong Real Estate Development Co., Ltd, actively communicated with the related departments of the
people’s government of Zhongshan City so as to make agreement on land purchase and reservation as quick as possible, which will
be submitted to the board of directors and shareholders’ meeting for approval so as to accelerate the purchase and reservation of 346
Mu lands. However, as of the disclosure date of the report, the Company failed to reach consensus with the people’s government of
Zhongshan on the purchase and reservation of 346 Mu lands. Within the reporting period, in accordance with related financial
management regulation and based on the existing documents and progress of land purchase and reservation, the Company withdrew
provision for impairment of obsolete stock at RMB576, 291,300. (for further information, refer to the Announcement on the assets
provision for impairment of the Company and its subsidiaries in 2105 (No. 2016-016) published by the Company on China
Securities News, Securities Times, Hong Kong Commercial Daily and Juchao website on Apr. 1, 2016).
6. The 2×460MW(9F) natural gas combined heat and power generation expansion construction project of the shareholding subsidiary
of the Company, Shen Nan Dian Zhongshan Company, has been listed in the Development Plan of Centralized Heat Supply of
Industry Park and Industrial Agglomeration Region of Zhongshan City(2013-2020) in 2014 and the Application for Carrying Out of
Prophase Work to Newly Construct 2×460MW(9F) Natural Gas Combined Heat and Power Generation Project has been submitted
to Guangdong Province Development and Reform Commission. Within the reporting period, there was no further progress of the
project.
7. During the reporting period, in order to improve relevant procedures, achieve industrial upgrading, and create conditions for power
generation and realize sustainable operation, Shen Nan Dian Zhongshan Company, a shareholding subsidiary of the Company,
actively made preparation for the phase 1 heat distribution network engineering of combined heat and power project. On Jan. 22,
2016, the eighth temporary meeting of the seventh board of directors of the Company deliberated and approved the Resolutions on
the Phase 1 Heat Distribution Network Engineering of Combined Heat and Power Project of Shen Nan Dian Zhongshan Company, A
Shareholding Subsidiary of the Company, which reached the following decisions: (1) to agree Shen Nan Dian Zhongshan Company
50
深圳南山热电股份有限公司 2015 年年度报告全文
to invest and construct the phase 1 heat distribution network engineering of combined heat and power project with the total
investment amount of RMB60.00 million; (2) to agree on the authorization the chairman of board of Shen Nan Dian Zhongshan
Company to sign related contracts and documents within the total investment scope of the project. According to the Management
Method of Dispatching of Energy-Saving Power Generation of Cogeneration Unit in Guangdong Province(Trail) （YFGNDNo.
[2015]242）issued by Guagndong Development and Reform Commission and Guangdong Economy and Information Committee in
May 2015, the smooth operation of phase 1 heat distribution network will help to increase the rank of Shen Nan Dian Zhongshan
Company in the power generation dispatching and improve economic efficiency of enterprises(for details, refer to the Announcement
on Phase 1 Heat Distribution Network Engineering of Combined Heat and Power Project of Shen Nan Dian Zhongshan Company, A
Shareholding Subsidiary of the Company (2016-004) published by the Company on China Securities News, Securities Times, Hong
Kong Commercial Daily and Juchao website on Jan. 13, 2016). Until the disclosure of this report, the project is being implemented.
8. Since Aug. 2016, Server Company, an affiliate of the Company, carried out oil trading business with China Shipping & SINOPEC
Supplies Co., Ltd. During the period from Aug. 2015 to the end of Sep. 2015, Server Company signed two pieces of fuel oil purchase
agreements with China Shipping & SINOPEC Supplies Co., Ltd and the total contract amount reached RMB72.35 million. Server
Company delivered fuel oil to China Shipping & SINOPEC Supplies Co., Ltd in accordance with agreement. However, China
Shipping & SINOPEC Supplies Co., Ltd didn’t pay full contract amount in accordance with agreement after it issued Delivery
Confirmation to Server Company. Up to now, the owned money is RMB51, 128,173.60. Following the occurrence of arrears, China
Shipping & SINOPEC Supplies Co., Ltd issued Notification to Server Company and thought that Server Company failed to execute
delivery obligation in accordance with contract because the delivery oil depot and fuel oil were pledged and it was unable to take
delivery of goods. In order to speed up arrears from China Shipping & SINOPEC Supplies Co., Ltd and safeguard the interests of all
shareholders and the legal interest of Server Company, Server Company initiated legal proceedings and submitted to Guangzhou
Huangpu District People’s Court Civil Complaint and other relevant filing materials. The court has decided to initiate proceedings.
(For details, refer to Announcement on Lawsuits Initiating by the Affiliate of the Company, Shenzhen Server Petrochemical Supplying
Co., Ltd(No.2016-007) published by the Company on China Securities News, Securities Times, Hong Kong Commercial Daily and
Juchao website on Mar. 1, 2016). As before this report is disclosed, the hearing hasn’t been held by the court. The company will pay
close attention to the progress of the proceedings and implement disclosure obligations in accordance with regulations.
XX. Social responsibility
√Applicable □ Not applicable
In the difficult business situation, the company still attached great importance to and conscientiously fulfilled their social
responsibility. The Company made efforts in governance by law, standardized operation, production safety, environmental protection,
employee care and other aspects of pay sincere efforts, and was committed to the smooth and harmonious development of enterprises
and employees, businesses and society, enterprise and environment.
1. Governance by law: in compliance with the relevant laws and regulations, governance norms of listed company as well as the
company’s Articles of Association, the Company established a sound modern enterprise management system and corporate
governance mechanism, strove to achieve the well-defined power and responsibility, the performing of its own functions, effective
checks and balances, and the coordinated operation among the general meeting of shareholders, board of supervisors, board of
supervision and manager office, respected for the fair and lawful rights of shareholders and the legal interests of stakeholders, and
maintained the image of a listed company.
2. Standardized operation: the company rearranged and improved various rules and regulations, and optimized related business
processes according to the revised and updated system, continued to strengthen the overall budget management, risk management
and internal control, intensified internal audit and special audit and took timely and effective measures for problems identified to
enhance the company's decision-making efficiency and standardized management.
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深圳南山热电股份有限公司 2015 年年度报告全文
3. Security Management: The company strictly followed Production Safety Law and other laws and regulations, established and
perfected comprehensive safety management organization network and safety management system, constantly revised, improved, and
earnestly implemented safety practices and emergency plans, strengthened comprehensive security management concepts and safety
awareness at all levels, increased safety education, supervision and reward to effectively prevent the occurrence of major accidents.
4. Environment protection: The Company strictly complied with national and local environment protection regulations, and always
adhered to clean power generation and recycling economic development philosophy. It has invested heavily in the implementation of
low NOX transformation and other technology innovation and reform projects to fully meet with newest requirements for
environment protection and discharging. In the daily course of business, the Company seriously implemented environmental
responsibility, monitored environmental indicators, and made great efforts to fulfill tasks of pollutant emission reduction. Shen Nan
Dian Environment Protection Company wholly owned subsidiary of the Company, used the residual heat of Nanshan Power Factory
for the drying process of sewage sludge, with the annual processing of 139,200 tons of wet sludge. It played a positive role in the
reduction and harmless treatment of sewage sludge and the improving of the urban environment.
5. Employee Care: The Company strictly followed the Labor Law, Labor Contract Law and other laws and regulations, and
constantly improved the human resources management system, protected the legitimate rights and vital interests of the employees
according to laws, and prevented the occurrence of labor disputes. At the same time to strengthened job training of employees,
management and evaluation, by taking the advantages of trade unions and workers' congresses, strengthened communication with
staff, organization of cultural and sports activities beneficial, health care staff, and actively built a harmonious labor relations.
XXI. Issuance of corporate bonds
Whether the company has corporate bonds that have been publicly issued and listed on the stock exchange, and not yet due or due but
not fully cashed on the approval date of annual report
No
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深圳南山热电股份有限公司 2015 年年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitaliza
New
Proportio Bonus tion of Proporti
Amount shares Others Subtotal Amount
n shares public on
issued
reserve
I. Restricted shares 20,020 0.0033% -7,027 -7,027 12,993 0.0022%
3. Other domestic
20,020 0.0033% -7,027 -7,027 12,993 0.0022%
shareholding
Domestic nature
20,020 0.0033% -7,027 -7,027 12,993 0.0022%
person shares
99.9978
II. Unrestricted shares 602,742,576 99.9967% 7,027 7,027 602,749,603
%
56.2249
1. RMB Ordinary shares 338,893,630 56.2253% 1,527 1,527 338,895,157
%
2. Domestically listed 43.7751
263,848,946 43.7747% 5,500 5,500 263,854,446
foreign shares %
III. Total shares 602,762,596 100.00% 602,762,596 100.00%
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changes
□ 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 or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
√Applicable □ Not applicable
In Share
Restricted shares
Restricted shares Share released in Restricted shares Restriction
Shareholder increased in the Date for released
at period-begin the Period at period-end reasons
Period
53
深圳南山热电股份有限公司 2015 年年度报告全文
The releasing of
conditional
shares after the
lock-up period of
Peng Bo 1,527 1,527 0 0 shares from the 2015-5-11
resignation of
employee
supervisors
expires
The releasing of
conditional
shares after the
lock-up period of
Li Huiwen 5,500 5,500 0 0 shares from the 2015-5-11
resignation of
employee
supervisors
expires
Total 7,027 7,027 0 0 -- --
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
□ 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 Share
Total common Total common Total preference Total preference
stock stock shareholders with shareholders
shareholders in 41,810 shareholders at 44,666 voting rights 0 with voting 0
reporting end of last month recovered at end of rights recovered
period-end before annual reporting period (if at end of last
54
深圳南山热电股份有限公司 2015 年年度报告全文
report disclosed applicable) month before
(Note) annual report
disclosed (if
applicable)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
Amount Amount
sharehold
Proportio Changes of of
Full name of Nature of n of ers at
in report restricted un-restrict
Shareholders shareholder shares the end of
State of share Amount
held period shares ed shares
report
held held
period
HONG KONG
NAM HOI Overseas legal 92,123,24 92,123,24
15.28%
(INTERNATIONA person 8 8
L) LTD.
Shenzhen Guangju State-owned legal 72,451,12 -28,318,5 72,451,12
12.02%
Industrial Co., Ltd. person 3 89 3
SHENZHEN
ENERGY State-owned legal 65,106,13 65,106,13
10.80%
(GROUP) CO., person 0 0
LTD.
Haitong
International
Securities Overseas legal
1.59% 9,613,876 9,613,876
Company person
Limited-Account
Client
BOCI
Overseas legal
SECURITIES 1.36% 8,192,698 8,192,698
person
LIMITED
National Social
Other 1.25% 7,544,057 7,544,057
Security Fund-604
Domestic nature
Zeng Ying 0.70% 4,208,970 4,208,970
person
YAO XIU Overseas nature
0.65% 3,935,600 3,935,600
GUANG person
GUOTAI JUNAN
SECURITIES(HO Overseas legal
0.63% 3,826,609 3,826,609
NGKONG) person
LIMITED
Penghua asset - Other 0.61% 3,648,653 3,648,653
55
深圳南山热电股份有限公司 2015 年年度报告全文
Shanghai Pudong
Development Bank
- Penghua asset
Jinrun No. 21asset
management plan
Strategy investors or general
corporation comes top 10 shareholders N/A
due to rights issue (if applicable)
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held
Explanation on associated relationship by SHENZHEN ENERGY (GROUP) CO., LTD
among the aforesaid shareholders 2. The Company is unknown whether there exists associated relationship or belongs to the
consistent actor among the other shareholders.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restrict shares held at Period-end
Type Amount
Domestically
HONG KONG NAM HOI
92,123,248 listed foreign 92,123,248
(INTERNATIONAL) LTD.
shares
RMB common
Shenzhen Guangju Industrial Co., Ltd. 72,451,123 72,451,123
shares
SHENZHEN ENERGY (GROUP) RMB common
65,106,130 65,106,130
CO., LTD. shares
Domestically
Haitong International Securities
9,613,876 listed foreign 9,613,876
Company Limited-Account Client
shares
Domestically
BOCI SECURITIES LIMITED 8,192,698 listed foreign 8,192,698
shares
RMB common
National Social Security Fund-604 7,544,057 7,544,057
shares
RMB common
Zeng Ying 4,208,970 4,208,970
shares
Domestically
YAO XIU GUANG 3,935,600 listed foreign 3,935,600
shares
GUOTAI JUNAN Domestically
SECURITIES(HONGKONG) 3,826,609 listed foreign 3,826,609
LIMITED shares
Penghua asset - Shanghai Pudong RMB common
3,648,653 3,648,653
Development Bank - Penghua asset shares
56
深圳南山热电股份有限公司 2015 年年度报告全文
Jinrun No. 21asset management plan
Expiation on associated relationship or
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED was held by
consistent actors within the top 10
SHENZHEN ENERGY (GROUP) CO., LTD
un-restrict shareholders and between
2. Among other social public shareholders, the Company did not know whether there were
top 10 un-restrict shareholders and top
associated relationships or belonging to consistent actors.
10 shareholders
Explanation on top 10 shareholders
involving margin business (if N/A
applicable)
Note：Since when the Company is required to submit the report and summary before Mar. 31, the company has not inquired the total
amount of B shareholders of Shen Nan Dian from China Securities Depository and Clearing Co., Ltd and consequently, it is
impossible for the Company to disclose the total number of B ordinary shareholders as of the end of the month before the annual
report is disclosed. The total number of shareholders disclosed in the annual report is the total number of ordinary shareholders in the
month before the disclosure date of the annual report (namely, in the mid-March 2016). The total number of ordinary shareholders in
the month before the disclosure date of the annual report (the total number of shareholders as of the end of March 2016) will be
disclosed in the 1Q16 Report.
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
According to the “stock listing rules” definition of controlling shareholders, no controlling shareholder of the Company and no
changes for the aforesaid condition in reporting period.
3. Actual controller of the Company
According to the “stock listing rules” definition of actual controlling, 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
57
深圳南山热电股份有限公司 2015 年年度报告全文
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:
Shenzhen Nanshan State-owned Assets Supervision and Administration
Commission
Kehuitong
SASAC of Shenzhen Guangju Holding
Shenzhen Energy HK Guangju Energy
Group Energy
Nam Hoi Guangju
(international) Industrial
The Company
5. Particulars about other legal person shareholders with over 10% shares held
□ Applicable √ Not applicable
Legal rep./person in Main business or
Legal person shareholders Date established Register capital
charge of unit management activity
Industrial projects,
Shenzhen Guangju Industrial Co., electricity investment
Du Wenjun 1989-05-31 RMB 111.11million
Ltd. (specific project will be
further declared)
HONG KONG NAM HOI
Yu Chunling 1985-05-15 HKD $15.33 million Investment
(INTERNATIONAL) LTD.
58
深圳南山热电股份有限公司 2015 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
59
深圳南山热电股份有限公司 2015 年年度报告全文
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Amount Amount
Shares Shares
of shares of shares
Start held at Other held at
Working End date increased decreased
dated of
Title Sex Age of office period-be changes period-en
Name status office in this in this
term d
term gin (share)
period period
(Share) (Share)
(Share) (Share)
Yang Currently 2008-9-2 2017-11-
Chairman M 59 0 0 0 0
Haixian in office 3 12
Li
Vice Currently 2011-01- 2017-11-
Hongshen M 52 0 0 0 0
chairman in office 13 12
g
Yang Vice Leave the 2014-11- 2015-03-
M 54 0 0 0 0
Wenhua chairman post 13 26
Wang Vice Leave the 2012-11- 2014-08-
M 47 0 0 0 0
Difei chairman post 17 08
2015-04- 2017-11-
Wu
Director, Currently 20, 12,
Xiangdon M 51 0 0 0 0
GM in office 2015-04- 2018-04-
g
03 03
Director, Leave the 2005-01- 2015-04-
Fu Bo M 53 0 0 0 0
GM post 19 02
Yu Currently 1998-08- 2017-11-
Director F 50 0 0 0 0
Chunling in office 01 12
Currently 2011-05- 2017-11-
Zhou Qun Director M 51 0 0 0 0
in office 25 12
Qiang Currently 2014-11- 2017-11-
Director M 46 0 0 0 0
Wenqiao in office 12 12
Chen Currently 2011-05- 2017-11-
Director F 52 0 0 0 0
Lihong in office 25 12
Director , 2015-04-
Currently 2016-03-
Ji Ming Standing M 59 20, 0 0 0 0
in office 30
deputy 2015-04-
60
深圳南山热电股份有限公司 2015 年年度报告全文
GM 03
2015-04- 2017-11-
Director,
Currently 20, 12,
Lin Qing Deputy F 51 0 0 0 0
in office 2003-10- 2018-04-
GM
17 03
Sun Leave the 2012-11- 2015-03-
Director M 52
Jianxin post 17 26
Independ
Currently 2011-05- 2017-11-
Li Zheng ent M 58 0 0 0 0
in office 25 12
director
Independ
Wang Currently 2011-05- 2017-11-
ent M 55 0 0 0 0
Xiaodong in office 25 12
director
Independ
Wang Currently 2011-05- 2017-11-
ent M 55 0 0 0 0
Junsheng in office 25 12
director
Independ
Tang Currently 2011-05- 2017-11-
ent M 55 0 0 0 0
Tianyun in office 25 12
director
Independ
Pan Currently 2011-05- 2017-11-
ent M 69 0 0 0 0
Chengwei in office 25 12
director
Independ
Liao Currently 2013-11- 2017-11-
ent M 45 0 0 0 0
Nangang in office 15- 12
director
Chief
Zhao Currently 2011-05- 2017-11-
superviso M 57 0 0 0 0
Xiangzhi in office 25 12
r
Ma Superviso Currently 2011-05- 2017-11-
F 53 0 0 0 0
Fengming r in office 25 12
Ji Superviso Currently 2011-05- 2017-11-
F 48 0 0 0 0
Yuanhong r in office 25 12
Superviso Currently 2015-04- 2017-11-
Peng Siqi M 33
r in office 20 12
Huang Superviso Leave the 2014-08- 2015-03-
M 50 0 0 0 0
Zhihong r post 29 26
Staff
Ding Currently 2014-11- 2017-11-
superviso M 55 0 0 0 0
Weili in office 12 12
r
Yan Ping Staff Currently M 49 2014-11- 2017-11- 0 0 0 0
61
深圳南山热电股份有限公司 2015 年年度报告全文
superviso in office 12 12
r
Staff
Zhang Currently 2014-11- 2017-11-
superviso M 51 0 0 0 0
Yunlong in office 12 12
r
Staff
Liang Currently 2014-11- 2017-11-
superviso M 47 0 0 0 0
Jianqiang in office 12 12
r
Deputy
2006-12-
GM,
Currently 30, 2018-04-
Zhang Jie Secretary F 47 17,325 0 0 0 17,325
in office 2015-12- 03
of the
23
Board
Deputy Currently 2003-08- 2018-04-
Zhu Wei M 58 0 0 0 0
GM in office 22 03
Wang Chief Currently 2006-12- 2018-04-
M 54 0 0 0 0
Rendong engineer in office 30 03
Huang Currently 2015-04- 2018-04-
CFO M 45 0 0 0 0
Jian in office 03 03
Lv Leave the 2003-08- 2015-04-
CFO M 53 0 0 0 0
Xiaoping post 22 03
Secretary
Currently 2005-03- 2015-09-
Hu Qin of the F 48 0 0 0 0
in office 01 24
Board
Total -- -- -- -- -- -- 17,325 0 0 0 17,325
II. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
Be elected, 2015-04-20, Change of directors and change of management team
Wu Xiangdong Director, GM
Appointment 2015-04-03
Director ,Stand Be elected, 2015-04-20, As a director for the work reason, and change of
Ji Ming
ing deputy GM Appointment 2015-04-03 management team
Lin Qing Director, Be elected 2015-04-20 Change of directors
Secretary of Appointment 2015-12-23 Serve as secretary of the Board for Work reasons
Zhang Jie
the Board
Huang Jian CFO Appointment 2015-04-03 Change of management team
Yang Wenhua Vice chairman Leave the post 2015-03-27 Work reasons
Fu Bo Director, GM Leave the post 2015-04-02 resigned for personal reasons
62
深圳南山热电股份有限公司 2015 年年度报告全文
Huang 2015-03-27 Work reasons
Supervisor Leave the post
Zhihong
Sun Jianxin Director Leave the post 2015-03-27 Work reasons
Lu Xiaoping CFO leave the post 2015-04-03 Change of management team
when office
terms expires
Hu qin Secretary of 2015-09-24 resigned for personal reasons
Leave the post
the Board
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive at the present in latest five years
Members of the Board of Directors:
Mr. Yang Haixian, born in1956, was Industrial and commercial enterprise management engineering graduate students, 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 electric Co., Ltd.; Director of Huizhou City Gas
Development Co., Ltd; Chairman of Dongguan Zhangyang electric power company; Chairman of Huizhou Fengda electric power
Co., Ltd; Chairman of Inner Mongolia manchuria electric power company; and now he serves as Chairman of the Company;
Chairman of Shen Nan Energy (Singapore) Co., Ltd.director of Shenzhen Energy Environment Protection Company.
Mr. Li Hongsheng, born in 1963, was Communist party member, a master of Tianjin University, an economist. 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; and now he serves as vice president of the company.
Mr. Wu Dongxiang, born in 1964, graduated from Shanghai Fiance Collegae in 1987, major in accounting, bachelor degree, Senior
Accountant. He worked in China Construction Fifth Engineering Division Corp., Ltd from 1987 to 1992. He successively served as
infrastructure treasurer of the financial department of Mawan Power Plant Co., Ltd., deputy director of the financial department of
branch of Energy Group, Finance Minister and vice general accountant of Tongling Shenneng Power Co., Ltd., Finance Minister and
deputy GM of Eastern Power Plan; deputy director of financial management department of Shenzhen Energy Group Co., Ltd.
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., party branch secretary of the financial management department of
Shenzhen Energy Group Co., Ltd. He serves as director and GM of the Company, Chairman of Shen Nan Dian (Zhongshan) Electric
Power Co., Ltd; Chairman of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd since April 2015.
Ms. Yu Chunling, was born in 1965, 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
63
深圳南山热电股份有限公司 2015 年年度报告全文
Energy (Hong Kong) International Co., Ltd; Chairman of HONG KONG NAM HOI (INTERNATIONAL) LTD; Director of the
company.
Mr. Zhou Qun, was born in 1964, 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; Director of the company.
Mr. Qiang Wenqiao, was born in 1969, master, graduated from Xi’an Jiaotong University, major in electric, an engineer. 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; Director of
the company.
Ms. Chen Lihong, was born in 1963, member of CPC, an accountant, university graduated. She worked in Shenzhen Guangju Energy
Co., Ltd. since 1999; served as Deputy GM of Shenzhen Guangju Energy Co., Ltd. since January 2002; and serves as director of the
Guangju Energy (H.K.) Co., Ltd. since December 2007; took director of Shenzhen Mawan Power Co., Ltd. since November 2010.
She now serves as director of the company.
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 company from December 2006 to
April 2015; He serves as director and Deputy General Manager from April 2015 to 29 March 2016, 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, was 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
office, member of the party committee and GM assistant of the Shenzhen Energy Group Co., Ltd.. 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. since 2003. She serves deputy GM of the company since October 2003; serves as
director of the company since April 2014.
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深圳南山热电股份有限公司 2015 年年度报告全文
Mr. Li Zheng, was born in 1957, 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 1991, 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; hold the post of independent director of the company since 25 May 2011.
Mr. Wang Xiaodong, was born in 1960, bachelor degree, a lawyer, 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.He hold the post of
independent director of the company since 25 May 2011.
Mr. Wang Junsheng, was born in 1960, 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, hold the post of independent director of
the company since 25 May 2011.
Mr. Tang Tianyun, was born in 1960, bachelor degree, a senior accountant, an associate professor of accountancy. 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. from 2007 to 2009, 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 an associate professor of accountancy in
School of Accounting and Finance of Beijing Institute of Technology, Zhuhai since 2015.
Mr. Pan Chengwei, was born in 1946, an accountant, 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. He serves as independent non-executive director
of the China Merchants Bank Co., Ltd. and independent direcor of CIMC since 2012, hold the post of independent director of the
company since 25 May 2011.
Mr. Liao Nangang, was born in 1970, bachelor of East China Political Science and Law in law major, a lawyer. He served as assistant
judge and judicial office in People’s Court of Shenzhen Nanshan District from 1992 to 2000; a lawyer in Guangdong ZhongAn Laws
Firm from 2001 to 2004; act as lawyer and partner of Guangdong Haohui Laws Firm from 2004 to 2013 and serves as partner of
Guangdong Guangjin Laws Firm since August 2013; he also act as arbitrator in Shenzhen Arbitration Commission. He had offered
systemic legal services for listed companies as China Merchants Property Development Co., Ltd. and China Merchants Bank Co.,
Ltd. (HQ). He holds the post of independent director of the company since 15 November 2013.
Members of supervisory board:
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深圳南山热电股份有限公司 2015 年年度报告全文
Mr. Zhao Xiangzhi, was born in 1958, bachelor degree, graduated from Nanjing University of Science and Technology, 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. since 2007 to 2011; and serves as chief accountant of Shenzhen Energy Group since May of
2011. He holds the post of supervisory of the company since 25 May 2011.
Ms. Ma Fengming, was born in 1962, a senior accountant and CPA; she successively served as University lecturer practicing CPA in
CPA firms and financial principal of foreign-funded enterprise from 1989 to 1995; she used to work as CPA of supervision &
auditing dept. of Shenzhen Energy Corp., director of financial dept. of Mawan Power Plant, director CPA of planning investment dept.
of Shenzhen Energy Group Co., and deputy director of supervision & auditing dept. and auditing dept.; Now she serves as employee
supervisor and senior manager of auditing management dept. of Shenzhen Energy Group Co., Ltd, director of Shenzhen Moon Bay
Oil Port Co., ltd, supervisor of Guodian Nanning Generation Co., Ltd, as well as supervisor of Shenzhen Energy Group Co., Ltd and
Shenzhen Energy Management Co., ltd. respectively. She holds the post of supervisory of the company since 25 May 2011.
Ms. Ji Yuanhong, was born in 1967, bachelor degree, an economist. 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 from March of 2012 to May 2015. She serves as vice president of Shenzhen SanDing oil trade
co., Ltd from April 2013 to January 2014, and vice president of Shenzhen Guangju Yida chemicals storage co., Ltd. since January
2014. She holds the post of supervisory of the company since 25 May 2011.
Mr. Peng Siqi, born in 1982, a Communist Party members and a graduate of university, has served in Shekou Zhongjian Construction,
Nanshan Court, and Nantou Sub-district Office. He took post in the Secretary Department of the Board of Directors of Shenzhen
Guangju Energy Co., Ltd. Besides, he served as the supervisor of Shenzhen Nanshan Petroleum Ltd., Shenzhen Guangju Industry
Co., Ltd., Shenzhen Guangju Property Development Co., Ltd., Shenzhen Guangju Yisheng Oil & Chemical Logistics Co Ltd,
Shenzhen Guangjuyida Hazardous Chemicals Warehousing Co.Ltd, Shenzhen Shennan Gas Co., Ltd., and Shenzhen Mawan Power
Co., Ltd. Mr. Peng has taken the post of supervisor of the Company Since April 20, 2015.
Mr. Ding Weili, born in 1960, a senior 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. He worked in the Jiangxi
Medical Company from 1981 to 1987. worked in Jiangxi Petroleum Corporation Company from 1987 to 1998. He 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 enterprise. He serves as director and standing deputy GM of Shenzhen Server Energy Co., Ltd. from January
2014 to December 2014, the subordinate enterprise; serves as director and GM of Shenzhen Server Energy Co., Ltd since January
2015. He serves as staff supervisor of the company since 12 November 2014.
Mr. Yan Ping, born in 1966, a senior engieer, bachelor degree and graduated from Wuhan Univ. of Hydr. & Elec. Eng, major in
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. He Served as secretary of the baord and
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深圳南山热电股份有限公司 2015 年年度报告全文
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. He serves as staff supervisor of the company since 12 November
2014.
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. He serves as staff supervisor of the company since 12 November 2014.
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. He serves as staff supervisor of the company since 12 November 2014.
Senior managers of the company:
The resumes of managing director Wu Dongxiang, director and executive deputy GM Ji Ming, director and deputy GM Lin Qing
were mentioned above.
Ms. Zhang Jie, born in 1968, CHRM, Master of Psychology of Beijing University, Bachelor of Arts of Zhengzhou 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. She serves as
secretary of the board since December 2015. Now she 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 joined the company in 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. He serves as Chairman of Shenzhen Server Energy Co., Ltd since 2015
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深圳南山热电股份有限公司 2015 年年度报告全文
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 joined the company in 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, was born in 1970, a senior accountant, bachelor degree, graduated from Changsha Hydraulic and Electric
Engineering Teachers College, major in accountant. 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
accountant 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 from January 2008 to April 2015. He serves as CFO of the company since April 2015,
and now serves as chairman of the subordinate enterprise Shenzhen New Power Industrial Co., Ltd, director of Hong Kong
Syndisome Co., Ltd., Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd, Zhongshan Shenzhong Real Estate Development
Co., Ltd and Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd.
Post-holding in shareholder’s unit
√Applicable □ Not applicable
Received
Position in shareholder’s End date of remuneration from
Name Name of shareholder’s unit
unit n office term shareholder’s unit
(Y/N)
HONG KONG NAM HOI
Yu Chunling Director 2008 N
(INTERNATIONAL) LTD.
SHENZHEN ENERGY (GROUP) CO.,
Ma Fengming supervisor 2011 N
LTD.
Post-holding in other unit
√Applicable □ Not applicable
Received
End date of remuneration
Name Name of other units Position in other unit n
office term from other unit
(Y/N)
Yang Haixian Shen Nan Energy (Singapore) Co., Ltd. Chairman 2008 N
Hong Kong Syndisome Co., Ltd. Director 2015 N
Li Hongsheng Shenzhen Guangju Energy Co., Ltd. Managing director 2007 Y
Wu Dongxiang Shen Nan Dian (Zhongshan) Electric Power Chairman 2015 N
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深圳南山热电股份有限公司 2015 年年度报告全文
Co., Ltd.
Shen Nan Dian (Dongguan) Weimei Electric
Chairman 2015 N
Power Co., Ltd
Shenzhen Energy (H.K) International Co.,
Yu Chunling Director GM 2013 Y
Ltd.
Zhou Qun Shenzhen Energy Financial Company Chairman 2010 Y
SHENZHEN ENERGY (GROUP) CO., GM of property rights and
Qiang Wenqiao 2008 Y
LTD. Legal department
Chen Lihong Shenzhen Guangju Energy Co., Ltd. Deputy GM 2005 Y
Zhongshan Shenzhong Real Estate
Ji Ming Chairman 2007 N
Development Co., Ltd
Zhongshan Shenzhong Real Estate
Chairman 2007 N
Investment Properties Co., Ltd
Shen Nan Dian (Zhongshan) Electric Power
Vice Chairman 2007 N
Co., Ltd.
Hong Kong Syndisome Co., Ltd. Director 2015 N
Shen Nan Energy (Singapore) Co., Ltd. Director 2008 N
CPI Jiangxi Nuclear Power Co.,Ltd. Director 2010 N
SHENZHEN ENERGY (GROUP) CO.,
Zhao Xiangzhi Chief accountant 2009 Y
LTD.
SHENZHEN ENERGY (GROUP) CO., Staff supervisor, Audit
Ma Fengming 2011 Y
LTD. Department GM
Deputy GM, Secretary of
Ji Yuanhong Shenzhen Guangju Energy Co., Ltd. 1999 Y
the Board
Director of property right
Peng Siqi Shenzhen Guangju Energy Co., Ltd. 2015 Y
laws affairs
Li Zheng Guangdong ShenTiancheng Laws Firm Attorney, Partner 2013 Y
Wang Xiaodong Grandall Law Firm (Shenzhen) Office Attorney, Partner 2013 Y
Chinese Economic Technology Research &
Wang Junsheng Researcher 2010 Y
Consulting Co., Ltd,
School Of Accounting and Finance in
Tang Tianyun Associate Professor 2015 Y
Beijing Institute of Technology,Zhuhai)
Pan Chengwei China Merchants Bank Co., Ltd., CIMC Independent director 2012 Y
Liao Nangang Guangdong Haohui Law Firm Attorney, Partner 2013 Y
Shenzhen Shen Nan Dian Envionment
Zhanf Jie Chairman 2014 N
Protection Co., Ltd.
Shen Nan Energy (Singapore) Co., Ltd. Director 2008 N
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深圳南山热电股份有限公司 2015 年年度报告全文
Zhu Wei Shenzhen Server Energy Co., Ltd Chairman 2015 N
Shenzhen Shennandian Turbine Engineering
Wang Rendong Chairman 2007 N
Technology Co., Ltd.
Shen Nan Energy (Singapore) Co., Ltd. Director 2008 N
Huang Jian Shenzhen New Power Industrial Co., Ltd. Chairman 2015 N
Hong Kong Syndisome Co., Ltd. Director 2015 N
Shen Nan Dian (Dongguan) Weimei Electric Director
2015 N
Power Co., Ltd
Zhongshan Shenzhong Real Estate Director
2014 N
Development Co., Ltd
Zhongshan Shenzhong Real Estate Director
2014 N
Investment Properties Co., Ltd
Ding Weili Shenzhen Server Energy Co., Ltd Director, GM 2015 Y
Shenzhen Shen Nan Dian Envionment
Yan Ping Director, GM 2011 Y
Protection Co., Ltd.
Shenzhen Shennandian Turbine Engineering
Zhang Yunlong Director, GM 2013 Y
Technology Co., Ltd.
Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
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. Determine basis: 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. The
Board of Directors will define the annual remuneration standard of the senior management of the Company on the basis of annual
operating performance, post rank and other factors and in consideration of the industrial remuneration level. It will decide the
actually paid remuneration standard by referring to the examination of annual operation performance and audit status.
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
Total
Post-holding Whether
Name Title Sex Age remuneration
status remuneration
obtained from the
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深圳南山热电股份有限公司 2015 年年度报告全文
Company (before obtained from
taxes) related party of
the Company
Currently in
Yang Haixian Chairman M 59 74.34 N
office
Currently in
Li Hongsheng Deputy Chairman M 52 Y
office
Yang Wenhua Vice chairman M 54 Leave the post N
Wang Difei Deputy Chairman M 47 Leave the post N
Wu Currently in
Managing director M 51 50.30 N
Xiangdong office
Fu Bo Managing director M 53 Leave the post 33.45 N
Currently in
Yu Chunling Director F 50 Y
office
Currently in
Zhou Qun Director M 51 Y
office
Qiang Currently in
Director M 46 Y
Wenqiao office
Currently in
Chen Lihong Director F 52 Y
office
Director, Standing Currently in
Ji Ming M 59 62.78 N
deputy GM office
Director, Deputy Currently in
Lin Qing F 51 62.28 N
GM office
Sun Jianxin Director M 52 Leave the post N
Currently in
Li Zheng Independent Director M 58 11.9 N
office
Wang Currently in
Independent Director M 55 11.9 N
Xiaodong office
Wang Currently in
Independent Director M 55 11.9 N
Junsheng office
Currently in
Tang Tianyun Independent Director M 55 11.9 N
office
Currently in
Pan Chengwei Independent Director M 69 11.9 N
office
Currently in
Liao Nangang Independent Director M 45 11.9 N
office
Zhao Xiangzhi Chief supervisor M 57 Currently in Y
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深圳南山热电股份有限公司 2015 年年度报告全文
office
Currently in
Ma Fengming Supervisor F 53 Y
office
Currently in
Ji Yuanhong Supervisor F 48 Y
office
Currently in
Peng Siqi Supervisor M 33 Y
office
Huang
Supervisor M 50 Leave the post N
Zhihong
Currently in
Ding Weili Staff supervisor M 55 35.49 N
office
Currently in
Yan Ping Staff supervisor M 49 38.24 N
office
Zhang Currently in
Staff supervisor M 51 38.08 N
Yunlong office
Liang Currently in
Staff supervisor M 47 37.23 N
Jianqiang office
Deputy GM, Secretary Currently in
Zhang Jie F 47 60.54 N
of the Board office
Currently in
Zhu Wei Deputy GM M 58 60.54 N
office
Wang Currently in
Chief engineer M 54 60.54 N
Rendong office
Currently in
Huang Jian CFO M 45 56.54 N
office
Lu Xiaoping CFO M 53 Leave the post 15.14 N
Hu Qin Secretary of the Board F 48 Leave the post 45.7 N
Total -- -- -- -- 802.59 --
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
V. Particulars of workforce
1. Number of Employees, Professional categories, Education background
Employee in-post of the parent Company (people) 293
Employee in-post of main Subsidiaries (people) 304
The total number of current employees (people) 597
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The total number of current employees to receive pay (people) 652
Retired employee’ s expenses borne by the parent Company and
0
main Subsidiaries (people)
Professional categories
Types of professional category Numbers of professional category
Production staff and Technician 291
Financial staff 30
Management and Administration staff 276
Total 597
Education background
Type of education background Numbers (people)
High school and below 115
3-years regular college graduate and Polytechnic school graduate 279
Bachelor degree 176
Master and above 27
Total 597
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2. Remuneration Policy
According to the company's annual operation performance combined with the market-oriented remuneration in the region and
industry, the Board implements a principle of annual remuneration provision with the fixed remuneration as main body, which will, at
the same time of controlling remuneration cost, create conditions for the stable workforce. Meanwhile, special incentive mechanism
will be available according to the completion of annual business objectives and core mission so as set up an incentive mechanism
linked with operation performance and exert the incentive role of remuneration.
The remuneration and incentive scheme of the chairman of board will be submitted to the shareholders' meeting for approval after it
has been deliberated by the board of directors. The remuneration and incentive scheme of the general manager, deputy general
manager and other senior management level will be prepared by the Remuneration and Appraisal Committee and then be submitted
to the board of directors for approval. The Board of Directors will decide the annual remuneration standard of the senior management
of the Company on the basis of annual operating efficiency, post rank and other factors and in consideration of the industrial
remuneration level and the actually paid remuneration standard by referring to the examination of annual operation performance and
audit status. The operation team is authorized to manage the remuneration and incentive of other personnel on the principle of
“defining salary in terms of post and obtaining remuneration in terms of labor”. Within the annual remuneration limit approved by
the board of directors, and in compliance with the remuneration principle and Interim Remuneration Management Provision set down
by the Board of Directors, determine and execute the remuneration standard, distribution plan, examination and incentive method of
employees at each level.
3. Training programs
The company always attached great importance to staff training, and established of the "staff training and management regulations"
and a more perfect training network. Through strengthening the staff training, enhancing the staff's job skills and comprehensive
quality, to better meet the company's management, management demand for talent, while training reserve personnel for the
company's sustainable development. During the reporting period, the company mainly carried out the following aspects of the
training:
(1) Training of management level: expand training coverage scope by the way of “walking out and inviting in”, and improve the
leadership skills and overall quality of management at all levels
(2) Safety Training: According to the Production Safety Law, other laws and regulations and the Safety Training Regulations of the
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Company, organize the safety certificate training and following training for the safety principal, principal and security officer of the
company headquarters and affiliated companies in order to meet legal regulatory requirements for security training, carry out
emergency drills and safety management procedures training, and improve the safety awareness and accident prevention capacity of
management at all levels and employee;
(3) Legal knowledge popularization training: by issuing textbook of laws and regulations, posting publicity materials of legal
knowledge, organizing lectures and studies of laws and regulations, and carrying out integration and training of company system,
enhance the legal awareness of staff at all levels and promote the company to operate in accordance with law and Regulation.
(4) Business development training: by business training of supply chain management, financial management and so on, expand the
business field of staff, solidify business foundation and further improve the overall quality of staff.
(5) Post qualification training: by means of learning assignments, the obtaining of certificate, internal training and assessment, carry
out certification training for key business and technical post, meet with requirements of relevant laws and regulations for vocational
qualification requirements, and improve employee job performance ability.
(6) Simulator skills training: relying on gas turbine simulation training base, continued to carry out stimulator training for the
operation personnel within three power plants of the Company, and improve the practical operation and adaptability to changes of
plant operations personnel.
4. Labor outsourcing
□ Applicable√ Not applicable
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Section IX. Corporate Governance
I. Corporate governance of the Company
During the reporting period, in accordance with guideline of Company Law, Securities Law, Corporate Governance Guidelines,
Stock Listing Rules and other regulatory documents, and requirements of Articles of Associations and rules of procedures, constantly
optimized the corporate governance structure, constantly maintained sound modern enterprise management system, and further
improved the right balancing mechanism of the general meeting of shareholders, board of directors and supervisory board,
standardized the operations and decision-making procedures of the general meeting of shareholders, board of directors and
supervisory board and the manager office, fulfilled important information confidentiality and information disclosure obligations,
strengthened the internal audit and risk control, made great efforts to improve governance and standardization meticulous
management, and effectively protected the interests and legitimate rights of listed companies, investors and employees.
1. Shareholders' meeting: During the reporting period, the Company held one regular shareholders’ meeting and five extraordinary
shareholders' meetings to carefully deliberate and decide on issues which were submitted to the general shareholders’ meeting for
approval. The convening of the shareholders’ meeting was legal and all decision-making processes were open, fair and just. The site
voting and online voting were orderly organized and witnessed by lawyers and the regulation where connected shareholders should
be excluded from voting was strictly implemented. Resolutions passed in shareholders’ meeting were timely disclosed to ensure the
information right and voting right of all shareholders, especially minority shareholder related to major events of the company. The
operation and management of the company's shareholders' meeting complied with laws and regulations. Shareholders of the
Company earnestly fulfilled their responsibilities under the Company Law and Articles of Association to regulate operations in all
aspects. There were no large shareholders and related parties who occupied or transferred the company's funds, assets and other
resources with various forms. The fair rights of all shareholders were protected legally.
2. Board of Directors: In the report period, the Board of Directors of the Company held four regular meetings and six extraordinary
meeting to carefully research, deliberate and make decisions on significant matters within the rights of board of directors. The
convening of the meetings of the board was legal and all decision-making processes were open, fair and just. Four special committees
under the Board of Directors, the Strategy and Investment Committee, Nomination Committee, Audit Committee, as well as
Remuneration and Appraisal Committee set down their respective work details. Within the report period, the Strategy and Investment
Committee, Nomination Committee, Audit Committee, as well as Remuneration and Appraisal Committee respectively convened
three, three, four and two conferences, deliberating the related resolutions on the strategic investment, asset disposal, significant
personnel appointment and removal, remuneration and examination, audit and risk proposals and giving opinions and proposals to
provide reference and support for the efficient operation and scientific decision of the board of directors. The composition of the
board of directors and its performance of duties complied with laws and regulations. Within the reporting period, there were 15
directors, including 6 independent directors. The number of directors, the proportion of independent directors and the qualifications
of all directors were in line with the Company Law, other laws and regulations, and Articles of Association. All directors were in a
serious and responsible attitude to actively attend the Board meeting, made prudent decision on all resolutions and issued a clear
opinion, earnestly fulfilled their obligations of diligence, good faith and impartiality, and made efforts to safeguard the interests of the
Company and its shareholders. Independent directors played their professional advantages, upheld the objective and independent
principle and conscientiously performed their duties. They issued independent opinions on resolutions and brought forward
constructive comments and suggestions on the company’s standardized operation and risk prevention, and paid attention to the
interests of the company as a whole and those the shareholders of the company, especially the legitimate interests of minority
shareholders.
3. Supervisory Board: During the reporting period, the Supervisory Board of the Company held four regular meetings and four
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深圳南山热电股份有限公司 2015 年年度报告全文
extraordinary meeting, to carefully research, deliberate and make decisions on important matters within the scope of its rights. The
convening of the meeting of supervisory board was legal and all decision-making processes were open, fair and just. The Supervisory
Board also attended the shareholders’ meeting and board’s meeting as a nonvoting delegate and organized the spot visit to the
affiliates of the Company so as to comprehensively and deeply understand the company's operations, management of, and better
carry out its oversight responsibilities. The composition of Supervisory Board and its performance of duties were legal. During the
reporting period, the Company has 8 supervisors, including 4 employee supervisors. The number of supervisors, proportion of
employee supervisors and the qualification of all supervisors were in line with the Company Law, other laws and regulations, and
Articles of Association. All supervisors of the Company actively attended all meetings of Supervisory Board and took part in
meetings of shareholders and the board of directors as nonvoting delegates, seriously considered the resolutions of the Supervisory
Board and then issued proposals on significant decisions made by shareholders’ meeting and board of directors, efficiently supervised
the legality of company operation and management as well as the normative performance directors, and senior management. They
did perform their duties on the diligent, objective and independent basis so as to safeguard the interests of the Company, shareholders
and employees.
4. Manager Office: During the reporting period, the company completed the election of the Manager Office after the term of last
session of manager office matured, appointed the new general manager, deputy general manager and other senior management. The
Manager Office of the company performed their duties in strict accordance with the Company Law, other relevant laws and
regulations, the Articles of Association and other regulatory documents, established and continuously improved the office system and
internal control system, continuously optimized the workflow and decision-making procedures, followed the working principle of
rational division of labor and strengthening cooperation, and the tent to make collectively decisions on major issues, and tried to
improve the standardization of the management level. Based on the spirit of law, integrity, loyalty and diligence, carefully organized
the production, operation and management of the company, made great efforts to create a positive, harmonious and aggressive
corporate culture, respected and safeguarded the legitimate rights and interests of shareholders, employees and relevant stakeholders.
For the matter to be submitted to the board of directors and the shareholders’ meeting, carefully organized research, demonstration
and documentation, and strictly implemented the resolutions of the Board of Directors and the general meeting of shareholders to
ensure the effective implementation of resolutions.
5. Information disclosure and major information confidentiality system: the Company executed the major information confidentiality
system in accordance with the relevant provisions of the Company Law, Securities Law, Stock Listing Rules and other major
information security system, fulfilled its obligation of information disclosure, designated Securities Times, China Securities News,
Hong Kong Commercial Daily and www.cninfom.com to disclose information, and carefully disclosed information with the reporting
period and sought to improve the quality of information disclosure. During the reporting period, the company did not provide
undisclosed information to large shareholders and actual controllers in violation of information disclosure requirements. To
strengthen the management of non-public information, the Company strictly controlled the scope of insiders, standardized
information transfer process, strictly implemented the relevant provisions of the Insiders Registration System, reported regularly
insider information and kindly reminded the insider information to strictly comply with the related regulations on insider information
confidentiality and stocks trading of the Company before the convening of the meetings of general shareholders, board of directors
and supervisory board. There were no significant information disclosures within the reporting period.
6. Investor relations management: the Company regularly counted and analyzed status of shareholders, dynamically tracked changes
in investors, carefully interviewed the visit and consultation of investors, and timely replied investor inquiries via telephone and
network. In receiving the visiting investors and replied to inquiries, the Company strictly complied with Stock Listing Rules and the
requirements for the confidentiality of other insider information, adhered to the fair, just and open principle, respected the legitimate
rights and interests of investors under the premise of not violating laws and carefully fulfilled its responsibilities of investor relations
management.
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深圳南山热电股份有限公司 2015 年年度报告全文
7. Internal control system and standardized management: During the reporting period, the company carried out a self-evaluation of
internal control, internal audit and compensation management on a regular basis, the special audit on the standardized business of
affiliates, and took positive and effective measures to improve existing problems and shortcomings. Strengthened ideological
education and training of directors, supervisors and senior management and middle management staff at all levels, emphasized the
performance of their duties legally, regulated behaviors, combated corruption and advocated probity. Through continuous
improvement of internal control system, increased evaluation and reward to further enhance the standardized management level and
prevent management risks.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for
listed company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance
for listed company from CSRC.
II. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The Company has not controlling shareholder. The Company is completely independent in personnel, assets, finance, business,
institutions and is able to make independent decision and operations.
1. Personnel independence: The Company has set up an independent human resource management system and compensation &
benefits systems. The general manager of the company, all members of the management level, the board secretary and other senior
management staff are full-time executives and are paid remuneration by the Company and none of them takes other administrative
posts in shareholders. Within the amount approved by the Board, the Company independently hires or fires employees according to
the management needs. The company has established a more perfect human resources management system, and has an independent
management right.
2. Assets independence: the Company has independent production facilities and auxiliary systems, land use rights, property rights,
office facilities and equipment. Within the range authorized by the board of directors and general shareholders’ meeting, the
Company has the powers of independent acquisition and disposition of assets.
3. Financial independence: The Company has independent financial management and accounting system, is equipped with
independent financial management and accounting personnel, and establishes a relatively sound financial management system,
independent bank account and tax accounts. Within the range authorized by the board of directors and shareholders’ meeting, the
Company can made independent financial decision and there are no substantial shareholders with financial management interference,
embezzlement of funds and other circumstances.
4. Business independence: the Company independently carries out production and business activities, has set up independent and
complete production, procurement, sales channels and management system. Within the range authorized by the board of directors and
shareholders’ meeting, the Company makes its own management decisions, carries out self management and takes full
responsibilities for its own profits and losses.
5. Independent organization: The Company, in accordance with the needs of production, operation, management, followed modern
enterprise management standards and established a relatively sound organization and management structure. There were neither
interferences of shareholders in the establishment and operation of the company nor organization structure shared between
shareholders and the Company.
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III. Horizontal competition
□ Applicable √ Not applicable
IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Ratio of
Session of investor
Type Date Date of disclosure Index of disclosure
meeting participati
on
Annual Annual 0.01% 2015-05-19 2015-05-20 “Resolution Notice of Annual General
General General Meeting 2014” No.:2015-043, published
Meeting of Meeting on “China Securities Journal” “Securities
2014 Times” “Hong Kong Commercial Daily”
and Juchao Website
First extraordin 0.02% 2015-04-20 2015-04-21 “Resolution Notice of First extraordinary
extraordinary ary general meeting of 2015”No.:2015-023,
general general published on “China Securities Journal”
meeting of meeting “Securities Times” “Hong Kong
2015 Commercial Daily” and Juchao Website
Second extraordin 0.01% 2015-04-27 2015-04-28 “Resolution Notice of Second
extraordinary ary extraordinary general meeting of 2015”
general general No.:2015-040, published on “China
meeting of meeting Securities Journal” “Securities Times”
2015 “Hong Kong Commercial Daily” and
Juchao Website
Third extraordin 0.00% 2015-06-25 2015-06-26 “Resolution Notice of Third extraordinary
extraordinary ary general meeting of 2015” No.:2015-050,
general general published on “China Securities Journal”
meeting of meeting “Securities Times” “Hong Kong
2015 Commercial Daily” and Juchao Website
Fourth extraordin 0.00% 2015-09-10 2015-09-11 “Resolution Notice of Fourth extraordinary
extraordinary ary general meeting of 2015” No.:2015-066,
general general published on “China Securities Journal”
meeting of meeting “Securities Times” “Hong Kong
2015 Commercial Daily” and Juchao Website
Fifth extraordin 0.01% 2015-12-28 2015-12-29 “Resolution Notice of Fifth extraordinary
extraordinary ary general meeting of 2015” No.:2015-086,
general general published on “China Securities Journal”
meeting of meeting “Securities Times” “Hong Kong
2015 Commercial Daily” and Juchao Website
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2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
V. Responsibility performance of independent directors
1. The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting
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 10 6 3 1 0 N
Wang Xiaodong 10 6 3 1 0 N
Wang Junsheng 10 6 3 1 0 N
Tang Tianyun 10 6 3 1 0 N
Pan Chengwei 10 6 3 1 0 N
Liao Nangang 10 6 3 1 0 N
Times for attending general meeting
6
from independent directors
Explanation of absent the Board Meeting for the second time in a row
Not applicable
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
□Yes √No
Independent directors has no objections for relevant events in reporting period
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
Within the reporting period, in accordance with the Company Law, the Corporate Governance Guidelines, Guideline on the
Establishment of Independent Directors in Listed Companies, the Working System of Independent Directors, the Articles of
Association and other requirements of normative documents, and based on the spirit of independence, objectivity and the principle of
prudence, all independent directors of the Company conscientiously performed their duties, understood and paid attention to the
company's business development, and deliberated and voted all resolutions submitted by the board of directors. Besides, by means of
their professional advantages in their respective fields, all independent directors deeply and prudently judged significant matters for
which the opinions of independent directors were necessary, delivered a written independent opinions and made recommendations to
safeguard the legitimate interests of the company and all shareholders. The Board of Directors fully respected the performance of
duties by independent directors, attached great importance to and carefully accepted the views and recommendations of the
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independent director. And there were no recommendations of independent directors not adopted.
VI. Duty performance of the special committees under the board during the reporting period
(I) Audit Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the company, strengthened the understanding of production, operation and development.
In 2015, the members of the Audit Committee attended 10 Board meeting and 6 shareholders’ meeting, carefully reviewed the Report
of the General Manager, Comprehensive Plan, other comprehensive documents and the audit report of the Company, internal control
system and other relevant resolutions and reports, conscientiously fulfilled responsibilities and created conditions of performing
duties and providing recommendations to the Board.
2. Held meeting of Audit Committee and issued opinions on annual audit and other related matters.
(1) On April 3, 2015, the Audit Committee held its second meeting, heard the communication of Ruihua Certified Public Accountants
Firm with the management in the course of annual audit, respectively discussed major matters brought forward by certified public
accountants during the course of audit, determined the views of important matters, and required the Company to cooperated with the
audit firm in strict accordance with the requirements of regulatory in defining the final 2014 audit report.
(2) On April 22, 2015, the Audit Committee held its third meeting, communicated with Ruihua Certified Public Accountants Firm
before the finalization of 2014 annual audit report, heard suggestions of the accounting firm on annual audit, reviewed 2014 Internal
Control Self-Assessment Report, 2015 Work Plan for Internal Audit and Internal Control, and agreed to submit 2014 Annual Internal
Control Self-Assessment Report and 2015 Work Plan of Internal Audit and Internal Control to the second meeting of the seventh
session of the Board of Directors for consideration.
(3) On August 18, 2015, the Audit Committee of the Board of Directors held its fourth meeting, which deliberated the Resolution on
the Reappointment of 2015 Annual Audit Agency and Determining Its Remuneration, agreed to re-appoint Ruihua Certified Public
Accountants Firm as its 2015 annual audit firm, and agreed to submit the proposal to the fourth meeting of the seventh session of
Board of Directors for consideration.
(4) On October 22, 2015, the Audit Committee of the Board of Directors held its fifth meeting, which deliberated the Resolution on
Amending the Economic Responsibility Auditing Regulations, and the Resolution on Establishing the Regulation for Tracking
Auditing during the Whole Course of Construction Engineering, and agreed to submit the two resolutions to the fifth meeting of the
seventh session of board of director for deliberation.
(II) Nomination Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the company, strengthened the understanding of production, operation and development.
In 2015, the members of the Nomination Committee attended 10 Board meeting and 6 shareholders’ meetings, carefully reviewed the
Report of the General Manager, Comprehensive Plan, other comprehensive documents and resolutions concerned with replacement
of directors, and changes in senior management and other related personnel, created conditions for performance obligations, and
pre-examined the qualification of related personnel and provide recommendations to the Board.
2. Convened meeting of Nomination Committee deliberated the resolution on the replacement of directors and the appointment of
senior management and made recommendations to the Board of Directors.
(1) On April 3, 2015, the Nominating Committee held its first meeting, which deliberated and approved the Resolution on the
Replacement of Directors, agreed to nominate Mr. Wu Xiangdong, Mr. Ji Ming, and Ms. Lin Qing as the candidates of directors for
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the seventh session of the Board of Directors, and agreed to submit the resolution to the second temporary meeting of the seventh
session of the Board of Directors, which will be subject to the deliberation of the general shareholders’ meeting for deliberation;
deliberated and approved Resolution of the Appointment of the General Manager of the Company as well as the Resolution on the
Appointment of the Company's Other Senior Management, and agreed to nominate Mr. Wu Dong as the candidate for the general
manager of the company, Mr. Ji Ming as the candidate for the deputy general manager, Ms. Lin Qing, Ms. Zhang Jie and Mr. Lin Wei
as the candidates for the deputy general manager of the company, Mr. Wang Rendong as candidate for the chief engineer and Mr.
Huang Jian as a candidate for chief financial officer and agreed to submit the resolution to the second extraordinary meeting of the
seventh session of the Board of Directors for consideration.
(2) On April 20, 2015, the Nominating Committee held its second meeting, which deliberated and approved 2014 Annual
Performance Report of the Nomination Committee and agreed to submit the report to the second meeting of the seventh session of the
Board of Directors for consideration.
(3) On December 23, 2015, the Nomination Committee held its third meeting, which deliberated and approved the Resolution on
Employing the Secretary of the Board of the Company, agreed to nominate Ms. Zhang Jie as a candidate for secretary of the seventh
session of the Board of Directors and submit such resolution to the seventh temporary meeting of the seventh session of the board of
directors for consideration.
(III) Remuneration and Appraisal Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the company, strengthened the understanding of production, operation and development.
In 2015, the members of Remuneration and Appraisal Committee attended 10 meetings of the Board of Directors and 6 general
shareholders’ meeting, carefully reviewed the Report of the General Manager, Comprehensive Plan, other comprehensive documents
and resolutions related to the remuneration and distribution plan of the Company, supervised the implementation of the company's
remuneration and made recommendations. The Remuneration and Appraisal Committee effectively fulfilled its obligation of
diligence and ensured that the Board of Directors of the Company would effectively control and supervise the company's
management and supervisory board.
2. Held meeting of Remuneration and Appraisal Committee, deliberated the resolution on the provision and examination of annual
remuneration, incentive distribution plan and make recommendations for the Board of Directors
(1) On March 16, 2015, the Remuneration and Appraisal Committee held its second meeting, which considered and adopted the
Resolution on 2013 Incentive Distribution Plan on Changing Loss to Profit.
(2) On April 22, 2015, the Remuneration and Appraisal Committee held its third meeting, which heard the Report on the
Implementation of 2014 Compensation Provision and Assessment Program, deliberated and passed the Resolution on 2015
Compensation Provision and Assessment Program and 2014 Performance Report of Remuneration and Appraisal Committee, the
actually granted remuneration of the Company in 2014 was in consistent with remuneration scheme deliberated and passed by the
Board of Directors, and agreed to submit the Resolution on 2015 Annual Remuneration Provision and Assessment and 2014
Performance Report of Remuneration and Evaluation Committee to the second meeting of the seventh session of the Board of
Directors for consideration.
(IV) Strategy and Investment Management Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the company, strengthened the understanding of production, operation and development.
By 2015, the members of Strategy and Investment Management Committee attended 10 meetings of the Board of Directors and 6
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general shareholders’ meeting, carefully reviewed the Report of the General Manager, Comprehensive Plan, other comprehensive
document and resolutions related to asset disposal, investment and development and other strategic issues, and created conditions of
performing duties and providing recommendations to the Board.
2. Held meetings of Strategy and Investment Management Committee, deliberated asset disposal and investment and made
recommendations to the Board of Directors
(1) On April 10, 2015, the Strategy and Investment Management Committee held its first meeting, which deliberated and passed
Resolution on Accelerating the Development of 53.82Mu Lands of Zhongshan Shenzhong Real Estate Real Estate Investment
Properties Co., Ltd and Investment and Development Plan from Jan. 2015 to Aug. 2016, and agreed to submit the resolution to the
second extraordinary meeting of the seventh session of the board of directors for consideration. To ensure the development and
construction funds of the phase 1 of 53.82 Mu lands of Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd and the
smooth implementation of the project, approved the following funds financing scheme brought forward by Zhongshan Shenzhong
Real Estate Investment Properties Co., Ltd: Zhongshan Shenzhong Real Estate Development Co., Ltd provided RMB14.71 million of
its own funds to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd in the manner of financial assistance for project
development; As far as the funding gap of RMB181.07 million of project development and construction is concerned, social
financing will be available through a variety of means and channels. The Company will provide appropriate support as the case may
be. The meeting called for strengthening the supervisory, monitoring and control during the course of project development to ensure
the smooth progress of project development, and protect the interests of shareholders.
(2) On April 20, 2015, the Strategy and Investment Committee held its second meeting, which deliberated and passed 2014
Performance Report of the Strategy and Investment Management Committee and agreed to submit the resolution to the second
meeting of the seventh session of the Board of directors for consideration.
(3) On December 9, 2015, the Strategy and Investment Committee held its third meeting, which reviewed and approved the
Resolution on Carrying out Government Purchase and Reservation of 346 Mu lands of Zhongshan Shenzhong Real Estate
Development Co., Ltd, and agreed to submit the resolution to the sixth extraordinary meeting of the seventh session of the board of
directors for consideration.
VII. Works from Supervisory Committee
The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VIII. Examination and incentives of senior management
The Remuneration and Evaluation Committee of the Board is responsible for setting down and supervision implementation the
appraisal and remuneration system of company managers and other senior management personnel to develop, established the
remuneration incentive mechanism liked with operation performance. At the beginning of the year, according to the annual operation
target, core tasks and post ranks of senior management, and in comprehensive consideration of the industrial and regional
remuneration level, research and determine the total amount of remuneration and the remuneration and appraisal standard of senior
management. After the year ends, determine the annual remuneration granting standard and incentive scheme in accordance with the
appraisal of completion of operation performance and in combination of the performance of duties of senior management.
IX. Internal Control
1. Details of major defects in IC appraisal report that found in reporting period
□Yes √ No
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2. Appraisal Report of Internal Control
Disclosure date of full internal control
2016-04-01
evaluation report
Disclosure index of full internal control “Audit report of internal control for year of 2015” published on Juchao Website
evaluation report (www.cninfo.com.cn)
The ratio of the total assets of units
included in the scope of evaluation
accounting for the total assets on the 100.00%
company's consolidated financial
statements
The ratio of the operating income of units
included in the scope of evaluation
accounting for the operating income on the 100.00%
company's consolidated financial
statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Major defects: under major operational activities, there Major defects: under major operational
are major defects in several companies which are activities, there are major defects in several
consolidated into the preparation financial companies which are consolidated into the
of
statements, or there are major defects in few of preparation of financial statements, or there
companies which are consolidated into the preparation are major defects in few of companies which
of financial statements but the company with major are consolidated into the preparation of
defect are the main one participating into such major financial statements but the company with
operation activities; major defect are the main one participating
Substantial defects: under major operational activities, into such major operation activities;
there are substantial defects in few of companies which Substantial defects: under major operational
are consolidated into the preparation of financial activities, there are substantial defects in few
Qualitative criteria statements, or there are moderate defects in several of companies which are consolidated into the
companies which are consolidated into the preparation preparation of financial statements, or there
of financial statements but the company with major are moderate defects in several companies
defect are the main on participating into such major which are consolidated into the preparation of
operation activities; or there are moderate defects in financial statements but the company with
few of companies which are consolidated into the major defect are the main on participating
preparation of financial statements but the company into such major operation activities; or there
with moderate defect are the main one participating into are moderate defects in few of companies
such major operation activities; which are consolidated into the preparation of
General defects: under major operational activities, financial statements but the company with
there are moderate defects in few of companies which moderate defect are the main one
are consolidated into the preparation of financial participating into such major operation
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statements, and the company with moderate defects is activities;
not the main one participating into the major General defects: under major operational
operational activities; or there are only general defects activities, there are moderate defects in few
in companies which are consolidated into the of companies which are consolidated into the
preparation of financial statements; there are no internal preparation of financial statements, and the
control defects in major operational activities and there company with moderate defects is not the
are only internal control defects in minor operational main one participating into the major
activities. operational activities; or there are only
general defects in companies which are
consolidated into the preparation of financial
statements; there are no internal control
defects in major operational activities and
there are only internal control defects in
minor operational activities.
Major defects: amount of direct loss ≥total
assets in consolidated financial statement
Major defects: mistaken amount ≥total assets in
×0.5%
consolidated financial statement×0.5%
Substantial defects: total assets in
Substantial defects: total assets in consolidated
consolidated financial statement×0.2%≤
Quantitative standard financial statement×0.2%≤mistaken amount< total
amount of direct loss< total assets in
assets in consolidated financial statement×0.5%
consolidated financial statement×0.5%
General defect: mistaken amount
