Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 1 Stock Code: 000037, 200037 Notice No.: 2009-027 Short Form of the Stock: Shen Nan Dian A, Shen Nan Dian B Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report For 2009 (Full Text) §1. Important Notice 1.1 The Board of Directors and Supervisory Committee of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are not any fictitious statements, misleading information and 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. 1.2 Other directors attended the meeting on examining the Quarterly Report except for the following directors. Name of absent directors Office title of the absent directors Reason of absence Name of entrusted Wang Jianbin Vice-chairman Could not present the meeting for being on official business trip Director Li Hongsheng Li Li Vice-chairman Could not present the meeting for being on official business trip Director Huang Shaoji He Yingyi Director Could not present the meeting for being on official business trip Vice-chairman Sun Yulin Huang Fuhan Director Could not present the meeting for being on official business trip Chairman Yang Haixian Xu Jing’an Independent Director Could not present the meeting for being on official business trip Independent Director Zhou Chengxin Wu Xiaolei Independent Director Could not present the meeting for being on official business trip Independent Director Yu Xiufeng 1.3 The Financial Report For the 1st Quarterly Report of the Company has not been audited by CPAs. 1.4 Chairman of the Board Yang Haixian, Director and General Manager Fu Bo, CFO Lu Xiaoping and Director of Financial Department Huang Jian hereby confirm that the Financial Report enclosed in the 1st Quarterly Report is true and complete. §2. Company Profile 2.1 Main Accounting Data and Financial Indexes: Unit: RMB At the end of the report period At the end of the last year Changes of increase/decrease (%) Total assets 5,049,460,148.70 4,985,939,525.71 1.27 Equity attributable to owners of the parent company 1,760,685,493.65 1,773,172,227.76 -0.70 Share capital 602,762,596.00 602,762,596.00 0.00Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 2 Net asset per share attributable to owners of the parent company 2.92 2.94 -0.68 In the report period The same period of last year Changes of increase/decrease (%) Total operating income 365,346,858.88 984,946,449.85 -62.91 Net profit attributable to owners of the parent company -12,486,734.11 39,226,154.69 Decreased 51,712,900 Net cash flow arising from operating activities 20,252,909.72 -221,237,616.38 Increased 241,490,500 Net cash flow arising from operating activities per share 0.03 -0.40 Increased 0.40 Basic earnings per share -0.02 0.07 Decreased 0.09 Diluted earnings per share -0.02 0.07 Decreased 0.09 Return on equity -0.71% 2.22% Decreased 2.93 percentage points Return on equity after deducting the non-recurring losses and gains -0.77% 1.95% Decreased 2.72 percentage points Items of non-recurring gains and losses Amount in year-begin to the end of report period Net amount of non-operating income and expense 1,020,994.38 Impact on income tax -10,601.96 Total 1,010,392.42 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 35,594 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full Name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares HONG KONG NAM HOI (INTERNATIONAL) LIMITED 92,123,248 Domestically listed foreign share BNP P P/PAND INVESTMENT CO., LTD. 66,811,194 Domestically listed foreign share SHENZHEN GUANGJU ELECTRONIC INVESTMENT CO., LTD 60,276,260 RMB ordinary share STATE GRID SHENZHEN ENERGY DEVELOPMENT GROUP CO., LTD. 55,046,401 RMB ordinary share SHENZHEN ENERGY GROUP CO., LTD. 30,138,130 RMB ordinary share MORGAN STANLEY & CO. INTERNATIONAL PLC 18,128,286 Domestically listed foreign share YANG SHI MIN 2,498,210 Domestically listed foreign share XU XIAN DA 1,843,780 Domestically listed foreign share/ RMB ordinary share NAITO SECURITIES CO., LTD. 1,684,832 Domestically listed foreign share TOYO SECURITIES ASIA LIMITED-A/C CLIENT. 1,644,975 Domestically listed foreign share §3. Significant eventsShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 3 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable (1) Items in profit statement Item Change scope Main reason Operation income -62.91% Power generation quantity decreased; and fuel-processing expenses of Zhongshan and Dongguan Power Plants were recorded into non-operating income since March of 2008. Operation cost -67.54% Power generation quantity decreased; falling price of oil caused decrease of fuel-change cost over the same period of last year. Business tax and surcharges 47.04% Withdrawal of fee for capital occupancy made increase of business tax. Sales expense -59.49% Declining business made sales expense decrease correspondingly. Non-operating income -75.59% Power generation quantity decreased and oil price fell, thus fuel oil subsidy obtained by the Company decreased. Non-operating expenditure -88.58% Losses from asset disposal decreased. Income tax expense -99.05% Income tax withdrawn decreased. Net profit attributable to owners of parent company Decrease RMB 51,712,900 Power generation quantity decreased. (2) Items in balance sheet Item Change scope Main reason Notes receivable -71.34% Bank acceptance bill expired and was accepted. Long-term equity investment 43.81% Increase investment in Jiangxi Xinchang Power Plant Construction in process 47.78% Newly-established projects increased. Notes payable 157.74% Bank acceptance bills were increased for equipment purchase. Account payable 38.56% Account payable for goods from suppliers increased. Account received in advance 51.48% Account received in advance for goods increased. Long-term liability matured within one year -40.00% Return borrowings. (3) Items in cash flow statement Item Change scope Main reason Net cash flow arising from operating activities Increased RMB 241 million Operational items payable increased. Net cash flow arising from investment activities Decreased RMB 89 million Increased expenditure for purchasing fixed assets and investment in Jiangxi Xinchang Power Plant. Net cash flow arising from financing activities Decreased RMB 429 million Return borrowings. 3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Inapplicable √Applicable □InapplicableShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 4 1. In 2008, PricewaterhouseCoopers Zhong Tian CPAs Limited Company issued unqualified auditor’s report with emphasized events for the Company. In the report period, the events involved in the non-standard unqualified opinion had no new progress. (Details could be found in Notice 2009-019 on Apr. 9, 2009.) 2. According to the Announcement of the Customs General Administration (No. 99 in 2008), the unit tax amount of importation of fuel oil and diesel oil increased from RMB 0.10/L to RMB 0.80/L since Jan. 1, 2009. Due to the influence of adjustment of the state’s tax revenue tax policy, when adopting fuel power generation, the Company increased fuel cost of power generation amounting to RMB 0.14/kw, which accounted for 15% of the fuel cost of power generation; when adopting gas power generation, there was no such cost increase. (Details could be found in Notice 2009-006 on Feb. 25, 2009.) 3. According to Notice on Reducing Processing Fee of Gas and Fuel in Guangdong Province (YJ[2009] No. 44), the People’s Government of Guangdong decided to reduce processing fee of gas and fuel to big industry in Guangzhou, Zhuhai, Foshan, Huizhou, Dongguan and Zhongshan (including transferred big industry by bulk sale). The fee-collecting would be decreased from RMB 0.045/kw to RMB 0.022/kw, and other events would still be implemented in accordance with document YFH [2008] No. 31. Due to the influenced holding subsidiary of the Company – Shennandian (Zhongshan) Electric Power Co., Ltd. and Shennandian (Dongguan) Weimei Electric Power Co., Ltd. had uncertainty in amount of generated electricity quantity and price of used gas and fuel in 2009, the influence on the Company’s operating profit in year 2009 of this adjustment could not be predicted. (Details could be found in Notice 2009-008 on Mar. 19, 2009.) 4. In the report period, debt restructuring of Zhongshan Power Plant Co., Ltd. and Zhongshan Zhongfa Power Co., Ltd. was accomplished. In consideration of the change in operation scope, , the aforesaid two companies respectively changed their names to Zhongshan Shenzhong Real Estate Investment Property Co., Ltd. and Zhongshan Shenzhong Real Estate Development Co., Ltd., and received new business licenses. At present, Zhongshan Power Plant Co., Ltd. and Zhongshan Zhongfa Power Co., Ltd. are transacting procedure on changing names of their own relevant assets as land and properties. (Details could be found in Notice 2009-012 on Apr. 4, 2009.) Note: the newspapers for information disclosure of the Company are Securities Times, China Securities Journal and Hong Kong Wen Wei Po, and the media for information disclosure is Juchao Website. 3.3 Implementations of commitments by the Company, shareholders and actual controller □Applicable √Inapplicable 3.4 Estimation of 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 of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period. Date Place Way The received parties Contents discussed and materials supplied Feb. 18, 2009 The Company Spot research Finance and Industry Research Institute of Northeast Securities Co., Ltd, The whole status of the CompanyShenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 5 3.5.3 Particulars about the explanations on other significant events √Applicable □Inapplicable 1. In the report period, there were no such situations as the followings: the Company supplied funds to controlling shareholders or other related parties, or supplied external guarantees against the regulations; 2. In the report period, the Company did not sign up any material contract. §4. Appendix 4.1 Balance sheet March 31, 2009 Prepared by Shenzhen Nanshan Power Co., Ltd. Unit: RMB Merger Parent Company Assets March 31, 2009 Dec. 31, 2008 March 31, 2009 Dec. 31, 2008 Current assets: Monetary funds 334,233,424.96 429,507,715.29 41,224,476.76 29,272,846.21 Settlement provisions - - Notes receivable 752,760.00 2,626,222.50 Accounts receivable 372,486,393.09 339,893,125.56 110,214,239.29 114,758,696.74 Accounts paid in advance 57,478,704.03 67,011,796.04 13,951,931.53 5,391,749.58 Interest receivable - - - - Dividend receivable - - 597,875,904.41 597,875,904.41 Other receivables 13,168,948.98 16,177,663.50 1,336,368,155.33 1,092,405,738.66 Inventories 1,377,254,460.63 1,292,492,515.40 300,890,631.48 200,016,725.06 Long-term liabilities investment due within one year - - - - Other current assets - - - - - - Total current assets 2,155,374,691.69 2,147,709,038.29 2,400,525,338.80 2,039,721,660.66 Non-current assets: - - Finance asset available for sales - - Held-to-maturity securities - - Long-term account receivable - - Long-term equity investment 222,283,229.00 154,568,943.00 712,806,078.76 645,091,792.76 Investment property 8,646,589.56 8,810,232.45 - - Fixed assets 2,457,347,715.43 2,501,462,089.16 389,761,209.75 398,151,919.32 Construction in progress 102,297,900.16 69,221,381.57 15,647,633.35 15,247,657.72 Engineering material - - - - Disposal of fixed asset - - - -Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 6 Productive biological asset - - - - Oil and gas asset - - - - Intangible assets 83,783,085.19 84,312,023.87 3,276,301.07 3,809,711.87 Expense on Research and Development - - - - Goodwill - - - - Long-term expenses to be apportioned 700,342.11 829,221.81 369,696.05 397,996.28 Deferred income tax asset 19,026,595.56 19,026,595.56 14,756,122.84 14,756,122.84 Other non-current asset - - - - Total non-current asset 2,894,085,457.01 2,838,230,487.42 1,136,617,041.82 1,077,455,200.79 - - Total assets 5,049,460,148.70 4,985,939,525.71 3,537,142,380.62 3,117,176,861.45 Liabilities and owners’ Merger Parent Company equities March 31, 2009 Dec. 31, 2008 March 31, 2009 Dec. 31, 2008 Current liabilities: Short-term loans 2,449,682,328.55 2,461,843,918.77 1,581,609,240.00 1,145,922,040.00 Transaction financial liabilities - - - - Notes payable 177,964,548.15 69,049,391.35 66,918,219.70 21,918,219.70 Accounts payable 145,078,827.51 104,706,998.24 74,022,932.19 175,244,357.18 Accounts received in advance 3,330,408.40 2,198,638.40 - - Wage payable 32,736,583.06 31,921,195.28 18,231,075.91 17,785,432.49 Taxes payable -360,974,530.10 -339,865,158.06 -281,820,090.83 -286,213,117.57 Interest payable 34,862,077.99 34,361,227.33 1,912,538.92 2,171,300.00 Dividend payable - - - - Other accounts payable 311,069,898.20 304,241,543.35 242,208,595.18 196,718,008.59 Long-term liabilities due within 1 year 60,000,000.00 100,000,000.00 - - Other current liabilities - - - - Total current liabilities 2,853,750,141.76 2,768,457,754.66 1,703,082,511.07 1,273,546,240.39 Non-current liabilities: - - Long-term loans 266,000,000.00 281,000,000.00 110,000,000.00 110,000,000.00 Bonds payable - - - - Long-term account payable - - - - Special accounts payable - - - - Projected liabilities - - - - Deferred income tax liabilities - - - - Deferred income 600,000.00 600,000.00 - - Total non-current liabilities 266,600,000.00 281,600,000.00 110,000,000.00 110,000,000.00Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 7 Total liabilities 3,120,350,141.76 3,050,057,754.66 1,813,082,511.07 1,383,546,240.39 Owner’s equity: - - Share capital) 602,762,596.00 602,762,596.00 602,762,596.00 602,762,596.00 Capital public reserve 363,629,927.51 363,629,927.51 288,769,132.47 288,769,132.47 Less: Inventory shares - - - - Surplus public reserve 332,908,397.60 332,908,397.60 332,908,397.60 332,908,397.60 Provision of general risk - - Retained profit 461,384,572.54 473,871,306.65 499,619,743.48 509,190,494.99 Balance difference of foreign currency translation - - Total owner’s equity attributable to parent company 1,760,685,493.65 1,773,172,227.76 Minority interests 168,424,513.29 162,709,543.29 Total owner’s equity 1,929,110,006.94 1,935,881,771.05 1,724,059,869.55 1,733,630,621.06 Total liabilities and owner’s equities 5,049,460,148.70 4,985,939,525.71 3,537,142,380.62 3,117,176,861.45 4.2 Profit statement Jan.-Mar., 2009 Prepared by Shenzhen Nanshan Power Co., Ltd. Unit: RMB Merger Parent Company Items Jan.-Mar., 2009 Jan.-Mar., 2008 Jan.-Mar., 2009 Jan.-Mar., 2008 I. Total operating income 365,346,858.88 984,946,449.85 64,100,840.81 348,523,665.61 Including: Operating income 365,346,858.88 984,946,449.85 64,100,840.81 348,523,665.61 Interest income - - Insurance gained - - Commission charge and commission income - - II. Total operating cost 455,635,714.61 1,273,588,107.37 86,866,423.32 543,931,886.38 Including: Operating cost 392,632,944.49 1,209,414,118.28 76,457,537.03 535,668,066.28 Interest expense - - Commission charge and commission expense 1,504,435.15 1,023,159.99 1,020,916.11 354,346.01 Sales expenses 249,876.62 616,804.34 - - Administration expenses 28,316,452.46 30,405,013.81 3,185,890.52 9,227,189.21 Financial expenses 32,932,005.89 32,129,010.95 6,202,079.66 -1,317,715.12 Losses of devaluation of asset - - Add: Changing income of fair value - - Investment income - - - - III. Operating profit -90,288,855.73 -288,641,657.52 -22,765,582.51 -195,408,220.77 Add: Non-operating income 83,674,464.60 342,829,613.35 13,194,831.00 258,879,243.00 Less: Non-operating expense 40,391.67 353,633.00 - - Including: Disposal loss of - -Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 8 non-current asset IV. Total Profit -6,654,782.80 53,834,322.83 -9,570,751.51 63,471,022.23 Less: Income tax 116,981.31 12,282,683.31 - 11,424,784.00 V. Net profit -6,771,764.11 41,551,639.52 -9,570,751.51 52,046,238.23 Net profit attributable to owner’s equity of parent company -12,486,734.11 39,226,154.69 Minority shareholders’ gains and losses in current period 5,714,970.00 2,325,484.83 VI. Earnings per share - - i. Basic earnings per share -0.021 0.065 -0.016 0.086 ii. Diluted earnings per share -0.021 0.065 -0.016 0.086 4.3 Cash flow statement Jan.-Mar., 2009 Prepared by Shenzhen Nanshan Power Co., Ltd. Unit: RMB Merger Parent Company Items Jan.-Mar., 2009 Jan.-Mar., 2008 Jan.-Mar., 2009 Jan.-Mar., 2008 I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 614,696,653.14 1,478,353,616.79 241,051,805.40 552,762,184.60 Write-back of tax received 8,690,096.12 - - - Other cash received concerning operating activities 17,161,639.11 275,830,705.90 77,586,536.75 557,003,694.42 Subtotal of cash inflow arising from operating activities 640,548,388.37 1,754,184,322.69 318,638,342.15 1,109,765,879.02 Cash paid for purchasing commodities and receiving labor service 552,058,279.30 1,681,447,380.79 330,488,364.75 462,057,637.13 Cash paid to/for staff and workers 26,457,398.04 36,903,196.98 16,671,236.99 24,640,845.64 Taxes paid 22,190,954.14 28,506,486.05 4,182,552.61 606,801.04 Other cash paid concerning operating activities 19,588,847.17 228,564,875.25 302,408,520.33 961,877,464.98 Subtotal of cash outflow arising from operating activities 620,295,478.65 1,975,421,939.07 653,750,674.68 1,449,182,748.79 Net cash flows arising from operating activities 20,252,909.72 -221,237,616.38 -335,112,332.53 -339,416,869.77 II. Cash flows arising from investing activities: - - - - Cash received from recovering investment - - - - Net cash received from disposal of fixed, intangible and other long-term assets 520.00 - - - Subtotal of cash inflow from investing activities 520.00 - - - Cash paid for purchasing fixed, intangible and other long-term assets 51,379,481.82 29,878,528.28 3,510,121.57 4,247,796.29 Cash paid for investment 67,714,286.00 - 67,714,286.00 - Subtotal of cash outflow from investing activities 119,093,767.82 29,878,528.28 71,224,407.57 4,247,796.29Shenzhen Nanshan Power Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) 9 Net cash flows arising from investing activities -119,093,247.82 -29,878,528.28 -71,224,407.57 -4,247,796.29 III. Cash flows arising from financing activities - - - - Cash received from absorbing investment - - - - Cash received from loan 876,572,517.27 1,842,930,551.45 530,000,000.00 835,871,360.00 Other cash received concerning financing activities - 20,697,515.00 - - Subtotal of cash inflow from financing activities 876,572,517.27 1,863,628,066.45 530,000,000.00 835,871,360.00 Cash paid for settling debts 832,534,841.04 1,387,226,043.54 94,327,000.00 507,734,020.00 Cash paid for dividend and profit distributing or interest paying 40,625,814.30 42,141,686.22 17,384,042.93 10,975,723.04 Other cash paid concerning financing activities - 1,700,000.00 - - Subtotal of cash outflow from financing activities 873,160,655.34 1,431,067,729.76 111,711,042.93 518,709,743.04 Net cash flows arising from financing activities 3,411,861.93 432,560,336.69 418,288,957.07 317,161,616.96 IV. Influence on cash due to fluctuation in exchange rate 154,185.84 -54,855.99 -586.42 -37,590.19 V. Net increase of cash and cash equivalents -95,274,290.33 181,389,336.04 11,951,630.55 -26,540,639.29 Add: Balance of cash and cash equivalents at the period -begin 429,507,715.29 419,172,277.64 29,272,846.21 125,774,088.96 VI. Balance of cash and cash equivalents at the period -end 334,233,424.96 600,561,613.68 41,224,476.76 99,233,449.67 4.4 Auditor’ report Auditor’s opinions: Un-audited Board of Directors of Shenzhen Nanshan Power Co., Ltd. April 25, 2009