深圳南山热电股份有限公司 2017 年第三季度报告全文 深圳南山热电股份有限公司 Shenzhen Nanshan Power Co., Ltd. The Third Quarterly Report for 2017 Notice No.: 2017-063 October 2017 1 深圳南山热电股份有限公司 2017 年第三季度报告全文 Section I. Important Note 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. All Directors are attended the Board Meeting for Quarterly Report deliberation. Chairman Li Xinwei, person in charge of the Company, Director GM Chen Yuhui, person in charge of accounting works and CFO Huang Jian as well as Deputy Manager Leng Jiwei (act for the financial management dept.), person in charge of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. On 11 August 2017, Mr. Chen Yuhui appointed as GM on the 20th session of 7th BOD. And on 28 August 2017, Mr. Li Xinwei, and Mr. Chen Yuhui elected as director of the 7th BOD of the Company on First Extraordinary Shareholder Meeting for 2017, on the same day, the 22nd session of 7th BOD elected Director Mr. Li Xinwei as the Chairman of 7th BOD of the Company. 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. The report has been prepared in both Chinese and English, for any discrepancies, the Chinese version shall prevail. Please read the full report seriously. 2 深圳南山热电股份有限公司 2017 年第三季度报告全文 Paraphrase Items Refers to Definition Company, the Company, Shen Nan Dian, listed Refers to Shenzhen Nanshan Power Co., Ltd. Company Shen Nan Dian Zhongshan Co Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd. Shen Nan Dian Dongguan Co Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd Shen Nan Dian Engineering Co., Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd. Shen Nan Dian Envionment Protection Co., Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd. Server Co., Refers to Shenzhen Server Petrochemical Supplying Co., Ltd. New Power Co., Refers to Shenzhen New Power Industrial Co., Ltd. Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd. Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co., Ltd. Zhongshan Nam Long Power Plant of Shen Nan Dian (Zhongshan) Zhongshan Nam Long Power Plant Refers to Electric Power Co., Ltd. Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei Dongguan Gaobu Power Plant Refers to Electric Power Co., Ltd. Syndisome Company Refers to Hong Kong Syndisome Co., Ltd. NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD. Shen Energy Group Refers to Shenzhen Energy Co., Ltd. Guangju Industrial Refers to Shenzhen Guangju Industrial Co., Ltd. Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD. Audit unit, Ruihua CPA Refers to Ruihua Certified Public Accountant (LLP) CSRC Refers to China Securities Regulatory Commission Shenzhen Securities Regulatory Commission of China Securities Securities regulatory bureau Refers to 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. RMB: Yuan, ten thousand Yuan, 100 million Except the special description of the monetary unit, the rest of the Refers to Yuan monetary unit is RMB Yuan, ten thousand Yuan 3 深圳南山热电股份有限公司 2017 年第三季度报告全文 Section II Basic information of Company I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes √No Current period-end Period-end of last year Increase/decrease Total assets(RMB) 3,071,070,966.82 4,363,703,614.03 -29.62% Net assets attributable to shareholders of listed company 1,940,559,643.08 1,942,713,902.92 -0.11% (RMB) Increase/decrease in Increase/decrease in From year-begin to comparison with Current period comparison with same end of the Period year-begin to period of last year Period-end of last year Operating revenue (RMB) 697,890,935.29 37.14% 1,570,853,632.62 30.19% Net profit attributable to shareholders of the listed company 20,474,941.54 365.74% -2,154,259.84 -96.64% (RMB) Net profit attributable to shareholders of the listed company 19,120,423.23 1,018.73% -5,992,786.88 -91.21% after deducting non-recurring gains and losses(RMB) Net cash flow arising from -- -- -171,342,835.72 -227.70% operating activities(RMB) Basic earnings per share 0.03 365.74% -0.0036 -96.64% (RMB/Share) Diluted earnings per share 0.03 365.74% -0.0036 -96.64% (RMB/Share) Weighted average ROE 1.06% 179.26% -0.11% -98.96% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the Loss from disposal of non-current -160,729.35 write-off that accrued for impairment of assets) assets 4 深圳南山热电股份有限公司 2017 年第三季度报告全文 Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to Government grants with assets 3,259,872.87 national standards, which are closely relevant to enterprise’s concerned are amortized business) The part-individual amount, has Switch back of the impairment for receivables which has 480,710.97 collected which has been accrual impairment test independently for bad debts The account payable unable to Other non-operating income and expenditure except for the 337,919.18 paid are transfer to non-operation aforementioned items revenue Impact on minority shareholders’ equity (post-tax) 79,246.63 Total 3,838,527.04 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss. II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Common and preferred stockholders with voting rights recover and the top ten share-holding In Share Total preferred stockholders Total common shareholders at the with voting rights recover at 31,557 0 end of report period the end of report period (if applicable) Top ten share-holding Amount of Number of share pledged/frozen Nature of Proportion of Amount of shares Shareholders restricted shares shareholder shares held held State of share Amount held HONG KONG NAM HOI Foreign corporate 15.28% 92,123,248 (INTERNATION AL) LTD Shenzhen State-owned 12.22% 73,666,824 Guangju corporate 5 深圳南山热电股份有限公司 2017 年第三季度报告全文 Industrial Co., Ltd. SHENZHEN ENERGY State-owned 10.80% 65,106,130 (GROUP) CO., corporate LTD. BOCI SECURITIES Foreign corporate 1.39% 8,360,627 LIMITED Domestic nature Zeng Ying 1.05% 6,331,656 person State-owned CMS (HK) 0.90% 5,416,930 corporate Domestic nature Zhang Heping 0.83% 5,025,900 person Mei Yi Domestic Investment non-state-owned 0.77% 4,614,920 Property Co., Ltd. legal person Domestic nature Li Baoqin 0.66% 3,994,100 person GUOTAI JUNAN SECURITIES(H Foreign corporate 0.61% 3,649,690 ONGKONG) LIMITED Particular about top ten shareholders with un-restrict shares held Amount of unrestricted shares held at reporting Type of shares Shareholders’ name period-end Type Amount Domestically HONG KONG NAM HOI 92,123,248 listed foreign 92,123,248 (INTERNATIONAL) LTD shares Shenzhen Guangju Industrial Co., RMB ordinary 73,666,824 73,666,824 Ltd. shares SHENZHEN ENERGY (GROUP) RMB ordinary 65,106,130 65,106,130 CO., LTD. shares Domestically BOCI SECURITIES LIMITED 8,360,627 listed foreign 8,360,627 shares Domestically Zeng Ying 6,331,656 6,331,656 listed foreign 6 深圳南山热电股份有限公司 2017 年第三季度报告全文 shares Domestically CMS (HK) 5,416,930 listed foreign 5,416,930 shares RMB ordinary 3,785,600 shares Zhang Heping 5,025,900 Domestically listed foreign 1,240,300 shares Domestically Mei Yi Investment Property Co., 4,614,920 listed foreign 4,614,920 Ltd. shares RMB ordinary 946,700 shares Li Baoqin 3,994,100 Domestically listed foreign 3,047,400 shares GUOTAI JUNAN Domestically SECURITIES(HONGKONG) 3,649,690 listed foreign 3,649,690 LIMITED shares 1. Shenzhen Energy (Group) Co., Ltd. holds 100% equities of HONG KONG NAM HOI Explanation on associated (INTERNATIONAL) LTD indirectly; 2. Among other social public shareholders, the relationship among the top ten Company did not know whether there were associated relationships or belonging to consistent shareholders or consistent action actors. Explanation on top ten common shareholders involving margin N/A business (if applicable) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □Yes √No Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in reporting period 2. Total of shareholders with preferred stock held and the top ten shareholdings □Applicable √Not applicable 7 深圳南山热电股份有限公司 2017 年第三季度报告全文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable 1. Closing number of monetary fund counted as 343.7636 million Yuan, decreased 75.72% over that of year-beginning, mainly because loans are paid to the bank; 2. Closing number of note receivable counted as 2 million Yuan, increased 233.33% over that of year-beginning, mainly due to the increase of note receivable; 3. Closing number of account receivable counted as 303.4772 million Yuan, increased 81.93% over that of year-beginning, mainly becase receivable revenue from power-sales increased; 4. Closing number of account paid in advance counted as 175.774 million Yuan, increased 302.57% over that of year-beginning, mainly becase the account of natural gas paid in advance increased; 5. Closing number of other receivable counted as 44.2921 million Yuan, decreased 88.81% over that of year-beginning, mainly becase rest money for equity transfer in 2016 have collected; 6. Closing number of construction in process counted as 48.343 million Yuan, increased 503.65% over that of year-beginning, mainly becase costs of technical innovation for CHP (combined heat and power generation) increased; 7. Closing number of short-term loans counted as 541.35 million Yuan, decreased 32.06% over that of year-beginning, mainly becase short-term loans from bank declined; 8. Closing number of note payable counted as 54.1549 million Yuan, decreased 81.47% over that of year-beginning, mainly becase some notes are paid on maturity; 9. Closing number of wages payable counted as 30.7396 million Yuan, decreased 32.92% over that of year-beginning, mainly becase wages paid to the employees; 10. Closing number of tax payable counted as 22.8602 million Yuan, decreased 90.25% over that of year-beginning, mainly becase taxable enterprise income tax for year of 2016 are paid in January; 11. Closing number of interest payable counted as 3.2901 million Yuan, decreased 28.17% over that of year-beginning, mainly becase volume of credit declined; 12. Closing number of non-current liability due within one year counted as 229.9 million Yuan, decreased 50.35% over that of year-beginning, mainly becase lonas due within one year are paid to the bank; 13. Closing number of long-term loans counted as26.94 million Yuan, decreased 92.17% over that of year-beginning, mainly becase long-term loans from the bank declined; 14. Operation revenue counted as 1570.8536 million Yuan in the Period, increased 30.19% on a y-o-y basis, mainly because reveneu from power-sales increased; 15. Operation cost counted as 1463.7863 million Yuan in the Period, increased 34.23% on a y-o-y basis, mainly due to the increase of power generation; 16. Taxes and surcharge counted as 7.1643 million Yuan in the Period, increased 54.80% on a y-o-y basis, mainly because according to the “Notice of Accounting Regulation for VAT”, the property tax, land using costs and stamp taxes ect. should counted as “Taxes and surcharge” since 31 December 2016; 17. Sales expenses counted as 2.365 million Yuan in the Period, decreased 40.47% on a y-o-y basis, mainly because sludge disposal fee declined; 18. Financial expenses counted as 44.0395 million Yuan in the Period, decreased 67.68% on a y-o-y basis, mainly because the 8 深圳南山热电股份有限公司 2017 年第三季度报告全文 financing scale declined; 19. Non-operation revenue counted as 0.3492 million Yuan in the Period, decreased 97.78% on a y-o-y basis, mainly because under the new accounting rules of Government Grants, the deferred income amortization and VAT refund should counted as “Other income”; 20. Non-operation expenditure counted as 0.172 million Yuan in the Period, decreased 97.81% on a y-o-y basis, mainly because Shenzhen Goverment’s fuel consumption tax subsidy 6.5978 million Yuan refund in July 2016; 21. Net cash flow from operation activities counted as -171.3428 million Yuan in the Period, decreased 227.70% on a y-o-y basis, mainly because natural gas amount payable and taxable amount increased; 22. Net cash flow from investment activities counted as -50.2626 million Yuan in the Period, decreased 245.19% on a y-o-y basis, mainly becase costs of technical innovation for CHP (combined heat and power generation) increased; 23. Net cash flow from financing activities counted as -832.9143 million Yuan in the Period, decreased 308.92% on a y-o-y basis, mainly because loans are paid to the bank increased; II. Progress and influence of the main events as well as solution analysis specification √ Applicable □ Not applicable 1. Electin of new Chairman and GM appointment: On 11 August 2017, Chairman Mr. Yang Haixian on his retirement age, and Mr. Wu Dongxiang resigned his post as director GM, in response to this, Mr. Chen Yuhui appointed as GM of the Company on 20th extrarorinary meeting of 7th BOD, and Mr. Li Xinwei and Chen Yuhui nominated as the director candidate for 7th BOD. On 28 August 2017, the first extraordiarng shareholders meeting of 2017 elected Mr. Li Xinwei and Chen Yuhui as the director of 7th BOD, director Li Xinwei also elected as Chairman of 7th BOD of the Company on 22nd extraordinary meeting of 7th BOD held on same date. 2. T102-0011, T102-0155 land acquisition and storage. On July 14, the company learned on the official website of Municipality Planning Land Commission that Municipality Planning Land Commission issued the Notice on the Publicity of Municipality Planning Land Commission about the Comprehensive Planning of China (Guangdong) Pilot Free Trade Zone Shenzhen Qianhai Shekou Zone on its official website (hereinafter referred to as the “Notice”), the publicity period was 30 natural days, from July 13, 2017 to August 11, 2017. According to the “Notice” and its annex, the no longer needed infrastructure in Nanshan Power Plant and other zones should be shut down. The Company performs disclosure duty on time on 15 July. On July 18, the company received the Letter about Proposal for Carrying out the Feasibility Research of Removing Nanshan Power Plant to Shenzhen-Shantou Cooperation Zone from Economy, Trade and Information Commission of Shenzhen Municipality, which suggested the company to seriously study the feasibility of removing Nanshan Power Plant to Shenzhen-Shantou Cooperation Zone. On 10 August, the Company submite a Statement of Objections on Comprehensive Planning of Qianhai Shekou Free Trade Zone to Municipality Planning Land Commission on the issues with lands (where Nan Shan Power Plant locates) concerned in the Notice that public above mentioned, and relevant annucement (Notice No.: 2017-053) were released on China Securities Journal, Securties Times, Hong Kong Comercial Daily and Juchao Website dated 12 August. In reporting period, we study the feasibility of relocations (move the Nanshan Power Plant to Shen-Shang Cooperation Zone), and appointed legal adviser for relevant works conducts according to the resolution from the Board. We continues to contact with relevnat authorities, and make the best of guarantee legal interest of the Company and its shareholders as well as its emoloyees. 3. Assets transfer of #7 and #9 power units from Nanshan Power Plant: on 4 August 2017, the “Proposals of listing transfer of #7 and #9 power units under Nanshan Power Plant” approved by 12th session of 7th BOD, the assets of #7 and #9 power units will transfer publicly on listing. (Found more in relevant announcement Notice: 2017-048 released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao Website dated 8 August 2017). On 11 September, assets of #7 and #9 power units are transferred publicly on Shenzhen United Property and Share Rights Exchange. Relevant assets transferred by listing still in process during the period. Up to the listing announcement, no potential clients in subscription registration, further research for the above 9 深圳南山热电股份有限公司 2017 年第三季度报告全文 mentioned assets transfer is needed by the Company. 4. CHP project and monthly centralized bidding transaction under Shen Nan Dian Dongguan Company and Shen Nan Dian Zhongshan Company. During the period, Shen Nan Dian Dongguan Company actively promote the restruction works of CHP, and entered into a Pipeline Steam Supply & Deman Contract with initial clinets, and participates the monthly centralized bidding transaction in Guangdong pronvince; the Shen Nan Dian Zhongshan Company’s first phase of heat supply network for CHP has basically completed in the plant, the projects out of the plant are in final acceptance stage. The monthly centralized bidding transaction is in norma operatoin and in rountine operation works. The Company will strenghten supervision, make sure the CHP prjects were implemented smoothly, effectively avoiding the risks of production and operation. Except the above mentioned projects, the follow works are no any progress or changes in this period, that is Aid in Xinjiang of Guangdong Pronvince (participated in 2013), the plans to applying for MTN issurance (500 million Yuan at most, 5 million Yuan included) to the China Interbank Market Dealers Association, and plans to offering 2 billion Yuan (2 billion Yuan included) corporate bonds privately, and the collection works of refundable for “benefit fund for project technological transformation”. III. 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 There are no 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. IV. Estimation of operation performance for year of 2017 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable V. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. VI. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Time Way Type Contents discussed and material provided In the premise of not violating the principles of information 2017-08-28 Field research Person 6) disclosure and the confidential system of significant 10 深圳南山热电股份有限公司 2017 年第三季度报告全文 information, the Company seriously and timely responded to the investors’ inquiries about the Company's basic business circumstances, financial management situation, and relevant information of subordinate companies. In the premise of not violating the principles of information disclosure and the confidential system of significant Investor interaction information, the Company seriously and timely responded to Jul. to Sep. of 2017 platform – written Person (16) the investors’ inquiries about the Company's basic business inquiry circumstances, financial management situation, and relevant information of subordinate companies. Reply without break the rules of information disclosure and 2017-08-09 Letter inquiry Person (1) important information security system VIII. External security against the rules □ Applicable √ Not applicable The Company has no external security against the rules in the Period. IX. Controlling shareholders' and its related party's non-business capital occupying of the listed company □ Applicable √ Not applicable There are no controlling shareholders' and its related party's non-business capital occupying of the listed company. X. Fulfill the precise social responsibility for poverty alleviation The Company has no precise social responsibility for poverty alleviation in the period and has no follow-up plan either. 11 深圳南山热电股份有限公司 2017 年第三季度报告全文 Section IV. Financial Statement I. Financial statement 1. Consolidated Balance Sheet Prepared by Shenzhen Nanshan Power Co., Ltd 2017-10-23 In RMB Item Closing balance Opening balance Current assets: Monetary funds 343,763,552.51 1,415,550,406.02 Settlement provisions Capital lent Financial assets measured by fair value and with variation reckoned into current gains/losses Derivative financial assets Notes receivable 2,000,000.00 600,000.00 Accounts receivable 303,477,152.11 166,808,672.42 Accounts paid in advance 175,774,024.15 43,663,090.22 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 44,292,139.86 395,804,901.21 Purchase restituted finance asset Inventories 87,169,305.27 80,684,079.57 Divided into assets held for sale Non-current asset due within one year Other current assets 459,229,987.79 548,542,780.69 Total current assets 1,415,706,161.69 2,651,653,930.13 Non-current assets: Loans and payments on behalf 12 深圳南山热电股份有限公司 2017 年第三季度报告全文 Finance asset available for sales 59,315,000.00 59,315,000.00 Held-to-maturity investment Long-term account receivable Long-term equity investment 18,767,594.07 20,305,064.18 Investment property 2,851,474.71 2,998,577.91 Fixed assets 1,451,185,900.14 1,544,562,696.68 Construction in progress 48,342,993.51 8,008,476.13 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 49,123,077.91 51,081,104.21 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset 2,896,583.01 2,896,583.01 Other non-current asset 22,882,181.78 22,882,181.78 Total non-current asset 1,655,364,805.13 1,712,049,683.90 Total assets 3,071,070,966.82 4,363,703,614.03 Current liabilities: Short-term loans 541,350,000.00 796,840,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 54,154,924.23 292,275,804.17 Accounts payable 7,206,873.73 6,329,078.85 Accounts received in advance Selling financial asset of repurchase Commission charge and commission payable 13 深圳南山热电股份有限公司 2017 年第三季度报告全文 Wage payable 30,739,634.58 45,823,790.61 Taxes payable 22,860,245.21 234,534,017.11 Interest payable 3,290,127.54 4,580,481.81 Dividend payable Other accounts payable 70,128,414.25 79,532,095.96 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 229,900,000.00 463,000,000.00 year Other current liabilities Total current liabilities 959,630,219.54 1,922,915,268.51 Non-current liabilities: Long-term loans 26,940,000.00 343,900,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities 27,100,000.00 27,100,000.00 Deferred income 43,018,195.28 45,818,868.15 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 97,058,195.28 416,818,868.15 Total liabilities 1,056,688,414.82 2,339,734,136.66 Owner’s equity: Share capital 602,762,596.00 602,762,596.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 362,770,922.10 362,770,922.10 14 深圳南山热电股份有限公司 2017 年第三季度报告全文 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve 332,908,397.60 332,908,397.60 Provision of general risk Retained profit 642,117,727.38 644,271,987.22 Total owner’s equity attributable to 1,940,559,643.08 1,942,713,902.92 parent company Minority interests 73,822,908.92 81,255,574.45 Total owner’s equity 2,014,382,552.00 2,023,969,477.37 Total liabilities and owner’s equity 3,071,070,966.82 4,363,703,614.03 Legal representative: Chairman Li Xinwei Person in charge of accounting works: Director GM Chen Yuhui; CFO Huang Jian Person in charge of accounting institution: Deputy Manager Leng Jiwei (act for the financial management dept.) 2. Balance Sheet of Parent Company In RMB Item Closing balance Opening balance Current assets: Monetary funds 143,305,648.18 1,119,323,850.36 Financial assets measured by fair value and with variation reckoned into current gains/losses Derivative financial assets Notes receivable Accounts receivable 153,433,407.50 54,934,957.47 Account paid in advance 48,949,994.33 14,823,585.50 Interest receivable Dividends receivable Other receivables 937,178,523.80 1,094,134,273.27 Inventories 75,239,073.56 72,731,417.64 Divided into assets held for sale Non-current assets maturing within one year Other current assets 403,900,014.27 447,404,211.11 Total current assets 1,762,006,661.64 2,803,352,295.35 Non-current assets: 15 深圳南山热电股份有限公司 2017 年第三季度报告全文 Available-for-sale financial assets 59,315,000.00 59,315,000.00 Held-to-maturity investments Long-term receivables Long-term equity investments 691,982,849.76 691,982,849.76 Investment property Fixed assets 221,325,372.06 229,535,920.87 Construction in progress 922,185.90 709,640.09 Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 3,058,783.56 4,056,650.19 Research and development costs Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets 976,604,191.28 985,600,060.91 Total assets 2,738,610,852.92 3,788,952,356.26 Current liabilities: Short-term borrowings 80,000,000.00 460,000,000.00 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable 5,440,035.81 168,066,042.58 Accounts payable 282,920.71 427,800.87 Accounts received in advance Wage payable 13,546,244.72 27,224,865.99 Taxes payable 3,393,992.12 222,340,992.27 Interest payable 428,237.51 1,546,004.16 Dividend payable Other accounts payable 147,685,635.25 170,040,022.78 Divided into liability held for sale 16 深圳南山热电股份有限公司 2017 年第三季度报告全文 Non-current liabilities due within 1 195,500,000.00 123,000,000.00 year Other current liabilities Total current liabilities 446,277,066.12 1,172,645,728.65 Non-current liabilities: Long-term loans 1,000,000.00 305,500,000.00 Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities Deferred income 24,328,193.28 26,051,964.27 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 25,328,193.28 331,551,964.27 Total liabilities 471,605,259.40 1,504,197,692.92 Owners’ equity: Share capita 602,762,596.00 602,762,596.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 289,963,039.70 289,963,039.70 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve 332,908,397.60 332,908,397.60 Retained profit 1,041,371,560.22 1,059,120,630.04 Total owner’s equity 2,267,005,593.52 2,284,754,663.34 Total liabilities and owner’s equity 2,738,610,852.92 3,788,952,356.26 3. Consolidated Profit Statement (this report period) In RMB 17 深圳南山热电股份有限公司 2017 年第三季度报告全文 Item Current Period Last Period I. Total operating income 697,890,935.29 508,884,871.33 Including: Operating income 697,890,935.29 508,884,871.33 Interest income Insurance gained Commission charge and commission income II. Total operating cost 676,086,365.59 518,933,147.78 Including: Operating cost 636,024,697.52 450,577,571.37 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 3,669,791.65 1,527,827.78 Sales expenses 951,931.82 1,519,370.58 Administration expenses 24,103,443.73 25,519,877.05 Financial expenses 12,360,100.87 39,793,501.00 Losses of devaluation of asset -1,023,600.00 -5,000.00 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed -518,050.11 -547,076.53 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) Other income 1,770,275.49 III. Operating profit (Loss is listed with 23,056,795.08 -10,595,352.98 “-”) Add: Non-operating income 343,403.40 3,906,768.35 18 深圳南山热电股份有限公司 2017 年第三季度报告全文 Including: Disposal gains of non-current asset Less: Non-operating expense 7,621,025.11 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 23,400,198.48 -14,309,609.74 Less: Income tax expense 2,274,536.80 1,767,353.20 V. Net profit (Net loss is listed with “-”) 21,125,661.68 -16,076,962.94 Net profit attributable to owner’s of 20,474,941.54 -7,704,809.93 parent company Minority shareholders’ gains and 650,720.14 -8,372,153.01 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising 19 深圳南山热电股份有限公司 2017 年第三季度报告全文 from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income 21,125,661.68 -16,076,962.94 Total comprehensive income 20,474,941.54 -7,704,809.93 attributable to owners of parent Company Total comprehensive income 650,720.14 -8,372,153.01 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.03 -0.01 (ii) Diluted earnings per share 0.03 -0.01 The net profit achieved before combination was 0.00 Yuan from combined party, newt profit achieved by combined party last period, while enterprise combined under the same control Legal representative: Chairman Li Xinwei Person in charge of accounting works: Director GM Chen Yuhui; CFO Huang Jian Person in charge of accounting institution: Deputy Manager Leng Jiwei (act for the financial management dept.) 4. Profit Statement of parent company (this report period) In RMB Item Current Period Last Period I. Operating income 282,150,380.05 150,882,243.89 Less: Operating cost 259,054,134.55 169,225,101.93 Operating tax and extras 820,098.07 Sales expenses Administration expenses 8,990,301.26 7,949,880.09 Financial expenses -935,402.68 1,426,086.00 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 20 深圳南山热电股份有限公司 2017 年第三季度报告全文 Including: Investment income on affiliated company and joint venture Other income 662,430.33 II. Operating profit (Loss is listed 14,883,679.18 -27,718,824.13 with “-”) Add: Non-operating income 342,403.39 2,718,431.72 Including: Disposal gains of non-current asset Less: Non-operating expense 7,624,271.21 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with 15,226,082.57 -32,624,663.62 “-”) Less: Income tax expense 1,413,007.16 IV. Net profit (Net loss is listed with 15,226,082.57 -34,037,670.78 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 21 深圳南山热电股份有限公司 2017 年第三季度报告全文 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income 15,226,082.57 -34,037,670.78 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 5. Consolidated profit statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 1,570,853,632.62 1,206,573,138.41 Including: Operating income 1,570,853,632.62 1,206,573,138.41 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,581,145,383.63 1,305,532,407.49 Including: Operating cost 1,463,786,256.85 1,090,497,394.12 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense 22 深圳南山热电股份有限公司 2017 年第三季度报告全文 Operating tax and extras 7,164,273.12 4,628,113.83 Sales expenses 2,365,011.12 3,972,760.84 Administration expenses 65,294,662.19 70,196,981.58 Financial expenses 44,039,491.32 136,242,157.12 Losses of devaluation of asset -1,504,310.97 -5,000.00 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed -1,537,470.11 -1,629,936.37 with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) Other income 5,260,138.59 III. Operating profit (Loss is listed with -6,569,082.53 -100,589,205.45 “-”) Add: Non-operating income 349,199.40 15,728,109.02 Including: Disposal gains of non-current asset Less: Non-operating expense 172,009.57 7,844,301.19 Including: Disposal loss of 160,729.35 203,276.08 non-current asset IV. Total Profit (Loss is listed with “-”) -6,391,892.70 -92,705,397.62 Less: Income tax expense 3,195,032.67 2,852,363.73 V. Net profit (Net loss is listed with “-”) -9,586,925.37 -95,557,761.35 Net profit attributable to owner’s of -2,154,259.84 -64,159,556.17 parent company Minority shareholders’ gains and -7,432,665.53 -31,398,205.18 losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 23 深圳南山热电股份有限公司 2017 年第三季度报告全文 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income -9,586,925.37 -95,557,761.35 Total comprehensive income -2,154,259.84 -64,159,556.17 attributable to owners of parent Company Total comprehensive income -7,432,665.53 -31,398,205.18 attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0036 -0.11 (ii) Diluted earnings per share -0.0036 -0.11 24 深圳南山热电股份有限公司 2017 年第三季度报告全文 The net profit achieved before combination was 0.00 Yuan from combined party, newt profit achieved by combined party last period, while enterprise combined under the same control 6. Profit Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Operating income 610,550,939.54 308,869,006.98 Less: Operating cost 612,475,302.77 336,178,413.47 Operating tax and extras 1,518,758.73 2,292,405.28 Sales expenses Administration expenses 28,391,217.61 18,091,535.04 Financial expenses -11,237,786.40 21,895,482.42 Losses of devaluation of asset -480,710.97 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Other income 2,182,970.99 II. Operating profit (Loss is listed -17,932,871.21 -69,588,829.23 with “-”) Add: Non-operating income 343,403.39 4,026,012.38 Including: Disposal gains of non-current asset Less: Non-operating expense 159,602.00 7,818,836.10 Including: Disposal loss of 159,602.00 194,564.88 non-current asset III. Total Profit (Loss is listed with -17,749,069.82 -73,381,652.95 “-”) Less: Income tax expense 1,413,007.16 IV. Net profit (Net loss is listed with -17,749,069.82 -74,794,660.11 “-”) V. Net after-tax of other comprehensive income (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 25 深圳南山热电股份有限公司 2017 年第三季度报告全文 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other VI. Total comprehensive income -17,749,069.82 -74,794,660.11 VII. Earnings per share: (i) Basic earnings per share (ii) Diluted earnings per share 7. Consolidated Cash Flow Statement (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: 26 深圳南山热电股份有限公司 2017 年第三季度报告全文 Cash received from selling commodities and providing labor 1,691,955,407.45 1,286,867,142.76 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 2,170,304.49 2,310,771.15 Other cash received concerning 379,307,395.05 163,677,716.41 operating activities Subtotal of cash inflow arising from 2,073,433,106.99 1,452,855,630.32 operating activities Cash paid for purchasing commodities and receiving labor 1,836,931,110.80 1,125,557,782.23 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission 27 深圳南山热电股份有限公司 2017 年第三季度报告全文 charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 106,241,002.36 94,833,886.31 Taxes paid 266,415,531.89 53,310,414.00 Other cash paid concerning 35,188,297.66 44,973,082.63 operating activities Subtotal of cash outflow arising from 2,244,775,942.71 1,318,675,165.17 operating activities Net cash flows arising from operating -171,342,835.72 134,180,465.15 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, 50,262,554.32 12,560,838.09 intangible and other long-term assets Cash paid for investment 2,000,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing 50,262,554.32 14,560,838.09 activities Net cash flows arising from investing -50,262,554.32 -14,560,838.09 activities 28 深圳南山热电股份有限公司 2017 年第三季度报告全文 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 617,290,000.00 1,965,164,173.08 Cash received from issuing bonds Other cash received concerning 22,520,613.68 5,300,000.00 financing activities Subtotal of cash inflow from financing 639,810,613.68 1,970,464,173.08 activities Cash paid for settling debts 1,422,840,000.00 2,014,800,000.00 Cash paid for dividend and profit 44,344,877.74 148,038,506.25 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning 5,540,000.00 11,309,958.60 financing activities Subtotal of cash outflow from financing 1,472,724,877.74 2,174,148,464.85 activities Net cash flows arising from financing -832,914,264.06 -203,684,291.77 activities IV. Influence on cash and cash equivalents due to fluctuation in -286,585.73 170,698.12 exchange rate V. Net increase of cash and cash -1,054,806,239.83 -83,893,966.59 equivalents Add: Balance of cash and cash 1,389,482,327.86 1,016,326,480.06 equivalents at the period -begin VI. Balance of cash and cash 334,676,088.03 932,432,513.47 equivalents at the period -end 8. Cash Flow Statement of parent company (from year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: 29 深圳南山热电股份有限公司 2017 年第三季度报告全文 Cash received from selling commodities and providing labor 892,462,292.20 660,592,522.11 services Write-back of tax received Other cash received concerning 488,204,832.60 160,498,932.06 operating activities Subtotal of cash inflow arising from 1,380,667,124.80 821,091,454.17 operating activities Cash paid for purchasing commodities and receiving labor 879,431,296.51 486,124,655.15 service Cash paid to/for staff and workers 65,224,532.95 50,738,270.93 Taxes paid 229,059,661.67 15,954,491.78 Other cash paid concerning 552,800,106.88 183,333,407.78 operating activities Subtotal of cash outflow arising from 1,726,515,598.01 736,150,825.64 operating activities Net cash flows arising from operating -345,848,473.21 84,940,628.53 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities Cash paid for purchasing fixed, 635,342.16 276,403.60 intangible and other long-term assets Cash paid for investment 2,000,000.00 Net cash received from 30 深圳南山热电股份有限公司 2017 年第三季度报告全文 subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing 635,342.16 2,276,403.60 activities Net cash flows arising from investing -635,342.16 -2,276,403.60 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 80,000,000.00 1,520,000,000.00 Cash received from issuing bonds Other cash received concerning 5,300,000.00 financing activities Subtotal of cash inflow from financing 80,000,000.00 1,525,300,000.00 activities Cash paid for settling debts 692,000,000.00 1,755,500,000.00 Cash paid for dividend and profit 17,532,981.10 103,820,617.30 distributing or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing 709,532,981.10 1,859,320,617.30 activities Net cash flows arising from financing -629,532,981.10 -334,020,617.30 activities IV. Influence on cash and cash equivalents due to fluctuation in -1,405.71 2,226.64 exchange rate V. Net increase of cash and cash -976,018,202.18 -251,354,165.73 equivalents Add: Balance of cash and cash 1,119,323,850.36 675,408,711.65 equivalents at the period -begin VI. Balance of cash and cash 143,305,648.18 424,054,545.92 equivalents at the period -end II. Audit Report Whether the third quarter report was audited or not 31 深圳南山热电股份有限公司 2017 年第三季度报告全文 □Yes √No The third quarter report of the Company has not been audited. 32