[中报]深南电Ｂ：2015年半年度报告（英文版）
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[中报]深南电Ｂ：2015年半年度报告（英文版）
时间：2015年08月25日 04:15:21 中财网
深圳南山热电股份有限公司 2015年半年度报告全文 Shenzhen Nanshan Power Co., Ltd. SEMI-ANNUAL REPORT 2015 2015-061 August 2015 深圳南山热电股份有限公司 2015年半年度报告全文 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. Name of director absent Title for absent director Reasons for absent Attorney Chen Lihong Director Cause for work Li Hongsheng Lin Qing Director Cause for work Wu Dongxiang Wang Xiaodong Independent director Cause for work Li Zheng The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Chairman Yang Haixian, principal of the Company, Director GM Wu Dongxiang, person in charger of accounting works, CFO Huang Jian and Financial Manager Gan Baoshan, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of Semi-Annual Report 2015 is authentic, accurate and complete. The report has been prepared in both Chinese and English, for any discrepancies, the Chinese version shall prevail. Please read the full report seriously。 Concerning the forward-looking statements with future planning involved in the Semi-Annual Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. 深圳南山热电股份有限公司 2015年半年度报告全文 Content Semi-Annual Report 2015 ................................................................................................................. 1 Section I Important Notice, Contents and Paraphrase .................................................................. 4 Section II Company Profile ............................................................................................................... 5 Section III Accounting data and summary of finnaical indexes .................................................... 7 Section IV Report of the Board of Directors ................................................................................... 9 Section V Important Events ............................................................................................................ 18 Section VI Changes in shares and particular about shareholders ............................................... 27 Section VII Preferred Stock………………………………………………………………...……..31 Section VIII Directors, Supervisors and Senior Executives ....................................................... 32 Section IX Financial Report ............................................................................................................ 33 Section X Documents Available for Reference ............................................................................. 33 深圳南山热电股份有限公司 2015年半年度报告全文 Paraphrase Items Refers to Definition Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd. 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, 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) Electric Power Co., Ltd. Zhongshan Nam Long Power Plant Refers to Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd. Dongguan Gaobu Power Plant Refers to Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd. Shenzhong Real Estate Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd. Syndisome Company Refers to Hong Kong Syndisome Co., Ltd. Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd. Energy Group Refers to Shenzhen Energy Group Co.,Ltd. Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD. NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD. Guangju Holding Refers to Shenzhen Guangju Investment Holding Co.,Ltd. HK Tengda Refers to Tengda Property Co.,LTD. Shenzhen Guoneng International Trading Refers to Shenzhen Guoneng International Trading Co., LTD. Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD. Guangju Energy Refers to Shenzhen Guangju Energy Co., LTD. Guangju Industrial Refers to Guangju Industrial Co.,LTD. Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co.,Ltd. Shenzhen Energy Group Refers to Shenzhen Energy Group Co., LTD. 深圳南山热电股份有限公司 2015年半年度报告全文 Section II Company profile I. Company Profile Short form for share Shen Nan Dian A, Shen Nan Dian B Code for share 000037, 200037 Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 深圳南山热电股份有限公司 Legal Representative Chairman Yang Haixian II. Contact person and ways Secretary of the Board Rep. of securities affairs Name Hu Qin - 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province -Contact adds. Tel. 0755-26948888 - Fax. 0755-26003684 - E-mail [email protected] - III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2014. 2. Information disclosure and preparation place The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2014. 3. Registration changes of the Company Whether registration has changed in reporting period or not □Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and 深圳南山热电股份有限公司 2015年半年度报告全文 organization code have no change in reporting period, found more details in Annual Report 2014. 深圳南山热电股份有限公司 2015年半年度报告全文 Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Increase/decrease in this Current period Same period of last year report y-o-y Operating revenue (RMB) 650,557,237.18 527,397,555.77 23.35% Net profit attributable to shareholders of -102,546,073.06 -75,247,848.71 36.28% the listed company(RMB) Net profit attributable to shareholders of -135,090,642.01 -77,137,151.13 75.13%the listed company after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating 318,855,299.19 390,088,829.00 -18.26% activities(RMB) Basic earnings per share (RMB/Share) -0.17 -0.12 41.67% Diluted earnings per share (RMB/Share) --- Weighted average ROE -8.41 -4.81% -3.60% Increase/decrease in this End of current period End of last period report-end over that of last period-end Total assets (RMB) 5,148,274,872.24 5,056,415,825.14 1.82% Net assets attributable to shareholder of 1,168,076,610.94 1,270,542,254.88 -8.06% listed company(RMB) II. Difference of the accounting data under accounting rules in and out of China In the Period, net profit and net assets in and out of China of the Company had no difference. III. Items and amounts of extraordinary profit (gains)/loss √Applicable □ Not applicable In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 17,323.58 - write-off that accrued for impairment of assets) 深圳南山热电股份有限公司 2015年半年度报告全文 Governmental subsidy reckoned into current gains/losses (not 1,815,600.78 - including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprise’s business) Other non-operating income and expenditure except for the 191,808.55 - aforementioned items Import VAT refunds for natural gas 43,717,420.50 - Impact on minority shareholders’ equity (post-tax) 13,197,584.46 - Total 32,544,568.95 -- 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 深圳南山热电股份有限公司 2015年半年度报告全文 Section IV. Report of the Board of Directors I. Introduction For the first half year of 2015, Guangdong province recorded moderate growth in economy, resulting in slow growth of overall power utilization. However, as affected by the rapid increase of power transfer from the west to the east, successive official operation of the new established power units and cease of power generation by those unauthorized units, power grid had substantially decreased demands from fuel machine power plants for peak season. Accordingly, power generated by our Company which was transmitted to the power grid had decreased. For the period from January to June 2015, the accumulative power quantity transmitted to the power grid from our three fuel machine power plants was 562 million kwh, with a year-on-year decrease of 30.01%. During the reporting period, challenged by the severe market conditions and operating difficulties, the Company continued to implement the best economic efficient operation model applicable to the situation of low power quantity so as to minimize production cost, subject to safety guarantee. Meanwhile, the Company alleviated capital pressure through actively seeking for more financing channel, in order to ensure its capital chain safety. However, since pricing policies relating to the power transmitted to power grid has not been implemented on time, the standard power generation subsidy granted by Shenzhen government was not able to cover generation costs, the government subsidy for power generation was insufficient and power generation quantity declined sharply, the Company was not able to get rid of operating loss. II. Main business analysis Introduction Business scope of the Company including production and operation of power-up and heat supply, engaged in the relevant technology consultant and technology service of power plant (station). The Company mainly operated electricity generation, owes three wholly-owned or controlling power plants in total in Shenzhen, Zhongshan and Dongguan, and all of them are located in the power load center of Pearl River Delta. Name of the company On-grid energy Same period of y-o-y changes (KWH) last year Nanshan Power Factory(including units belongs to New Power Co.,) 3.00 4.00 -25.00% Zhongshan Nam Long Power Plant 2.62 2.79 -6.09% Dongguan Gaobu Power Plant 0 1.23 -100.00% Total 5.62 8.03 -30.01% During the reporting period, the accumulative operating revenue of the Company was RMB 650,557,200, a 23.35% up as compared to the same period of last year, mainly because the income from oil products trading increased; operating costs was RMB 746,907,800, decreased RMB 9,557,200 as compared to the same period of last year, Net profit attributable to owners of the parent company was RMB -102,546,100 decreased RMB 27,298,300 as compared to the same period of last year, mainly because the generation subsidy declined as the volume drops dramatically, especially the two generation units, owned by controlling subsidiary Shen Nan Dian Dongguan Company, have stop ready for production since beginning of the Year for procedures re-approval due to 深圳南山热电股份有限公司 2015年半年度报告全文 the policy adjustment. As of 30 June 2015, the Company’s total assets was about RMB 5.148 billion, net assets was RMB 1.168 billion and the asset-liability ratio was 76%. Y-o-y changes of main financial data In RMB Current period Same period of last year Y-o-y increase/decrease Reasons for changes 650,557,237.18 527,397,555.77 23.35% The oil trade revenue increased, and generation income declined Operating revenue Operating costs 746,907,771.86 756,464,991.38 -1.26% 2,183,711.61 1,659,963.69 31.55% Sales expenses of the oil trade increased and dry sludge disposal costs increased Sales expenses Administration expenses 43,210,635.07 43,191,076.63 0.05% Finance expenses 115,851,533.93 106,839,866.08 8.43% Size of the loans increase 488,647.17 1,692,763.26 -71.13% The quarterly income tax paid in advance decreased Income tax expenses R&D input 0.00 0.00 0.00% 318,855,299.19 390,088,829.00 -18.26% The generation subsidy and power-sale income decreased, the natural gas refunds increased and gas amount paid declined Net cash flow arising from operating activities -11,332,937.87 -22,525,931.92 -49.69% Expenses of the low-nitrogen transformation decreased in the Period and made net cash flows increased Net cash flow arising from investment activities Net cash flow arising -16,020,069.86 -171,777,208.82 -90.67% Financed amount growth from financing activities Net increase of cash and 291,495,149.10 195,855,731.81 48.83% cash equivalent Major changes on profit composition or profit resources in reporting period □Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period. The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □Applicable √ Not applicable No future development and planning extended to reporting period that published in disclosure documents as prospectus, private 深圳南山热电股份有限公司 2015年半年度报告全文 placing memorandum and recapitalize statement. Review on the previous business plan and its progress during reporting period 1. During the reporting period, the accumulative power quantity transmitted to the power grid from our three fuel machine power plants was 562 million kwh, accounting for 33.47% of our annual power generation plan, representing a year-on-year decrease of 30.01%. In respect of safety works, the Company realized safety working for successive 4,077 days, which provided important guarantee for normal operation and sustainable development. 2. Pursuant to the Company Law and the Articles of Association, the Company refreshed its management team on 3 April 2015 to ensure sustainable and steady normal operation. 3. In order to satisfying capital needs for normal operation and new projects construction, the Company carried out financial leasing leaseback business and revitalized the power assets of New Power Company and Shennandian Zhongshan Company. The aforesaid business has been implemented upon consideration and approval by shareholders at the second extraordinary general meeting of the Company held on 25 June 2015. 4. Shenzhong Property Company has been developing the parcel of land with an area of 53.82 mu as scheduled. On 2 July 2015, Shenzhong Property Company entered into the project construction contract with the bid winner Zhongheng Construction Group Co., Ltd., which laid good foundation for realization of the project development plan throughout the year. In addition, the Company is in the process of revitalizing the land owned by Shenzhong Real Estate Company with an area of 346 mu. 5. During the reporting period, the natural gas heat & electricity united operation expansion project (2×460MW (level 9F) ) operated by Shennandian Zhongshan Company has been included in the Concentrate Heat Supply Development Plan in Respect of Industrial Park and Industrial Cluster of Zhongshan (2013-2020). The proposal on preliminary works relating to the natural gas heat & electricity united operation expansion project (2×460MW (level 9F) ) newly operated by Shennandian (Zhongshan) Power Co., Ltd. has been submitted to the development and reform commission of Guangdong province. There is no new progress for determination of this project. III. Constitution of main business In RMB Increase or Increase or Increase or decrease of decrease of decrease of gross Operating Operating cost Gross profit ratio operating revenue operating cost profit ratio over revenue over same period over same period same period of of last year of last year last year According to industries Energy 618,892,179.34 720,990,000.13 -16.50% 24.01% -0.94% 29.34% Engineering labor 667,000.00 3,473,256.43 -420.73% -26.63% - Other revenue 30,209,177.70 22,168,608.23 26.62% 10.27% -9.03% 15.57% According to products Power marketing 358,193,156.87 463,119,355.38 -29.29% -28.23% -36.37% 16.55% 深圳南山热电股份有限公司 2015年半年度报告全文 Fuel oil marketing 260,699,022.47 257,870,644.75 1.08% --- Engineering labor 667,000.00 3,473,256.43 -420.73% -26.63% - Sludge drying 30,209,177.70 22,168,608.23 26.62% 11.73% 7.76% 2.71% Others 0.00 0.00 0.00% -100.00% -100.00% - According to region Domestic 649,768,357.04 746,631,864.79 -14.91% 23.42% -1.10% 28.49% Overseas ------ IV. Core competitive-ness analysis The Company is now the enterprise owning the most PG9171E-sized gas-steam united recycling power generator units, has accumulated abundant experiences in construction and operation of large gas machine power plants, and has absorbed and cultivated lots of gas machine technicians and experts, which makes the Company become a training base for gas machine talents. As our economy has stepped into new normal operation which means economic structure is subject to material adjustments and production and consumption of energy is subject to material reforms, competition in regional power market will be thus more furious. Although gas-based power units performed excellent for peak season requirements and also excellent for environment and discharge purposes, they recorded continuous decline in profitability especially the 9E units, due to the overall declined economic pressure throughout the nation, continuous increase in power transmitted to Guangdong from the west, many new power contributors as well as huge uncertainty in power subsidy policies. Despite of the relatively much disadvantages in future, the Company will fully capitalize on the national policy relating to encouragement for clean energy utilization and leverage on its advantages in human resources, to seek for survival and development. V. Investment analysis 1. External equity investment (1) External investment √Applicable □ Not applicable External investment Investment at same period of last year Investment in reporting period (RMB) Changes(RMB) 0.00 0.00 0.00% Invested company Proportion of equity held by listed Name Main business company in invested company CPI Jiangxi Nuclear Power Co., Ltd. Development, construction and operation 5.00% 深圳南山热电股份有限公司 2015年半年度报告全文 of the nuclear power projects; power generating and relevant products; foreign trading (excluded import and export business with state-run trade management concerned); (excluding projects, the above mentioned, with national special permission hold) 2. Trust management, derivative investment and entrust loans In reporting period, the Company has no trust management, derivative investment and entrust loans occurred 3. Application of raised proceeds The Company has no fund raised in the Period 4. Main subsidiaries and joint-stock companies analysis In RMB Main Industry Registered Operation OperationName Type Total assets Net assets Net profitproducts orinvolved capital revenue profitservice Shen Nan Dian New Power Company Subsidiary Power industry Technology developmen t regarding to application of remaining heat (excluding restricted items) and power generation with remaining heat. Add: power generation through burning machines. RMB 113.85 million 231,402,38 2.92 66,042,446. 74 19,056,240. 39 -16,414,6 93.35 -16,414,693.3 5 深圳南山热电股份有限公司 2015年半年度报告全文 Shen Nan Dian Zhongshan Company Subsidiary Electricity power generation by burning machines, power generation by remaining heat, power supply and heat supply (excluding pipeline network of heat supply), lease of dock and oil storage (excluding oil products, dangerous chemicals and inflammabl e and explosive materials). RMB 746.8 million 951,566,66 1.89 22,690,155. 42 166,864,51 2.65 -60,287,3 24.73 -60,240,413.4 1 Shenzhong Real Estate Company Subsidiary Real Estate Developme nt of real eatate, property managemen t, leasing and sales of own commercial housing and investment of real estate RMB 177.80 million 1,025,035,3 37.36 -179,136,86 8.45 -36,932,4 86.79 -36,932,503.7 8 深圳南山热电股份有限公司 2015年半年度报告全文 5. Major project invested by non-raised funds √Applicable □ Not applicable In ten thousand Yuan Amount invested Date of Index ofTotal Amount accumulative Project Progress Earnings disclosure disclosure investment invested in this till end of (if applicable) (if applicable) planned period reporting period CPI Jiangxi Nuclear Power Co., Ltd. 34,785 0 5,731.5 N/A 2009-12-29 nfo.com.cn/ Total 34,785 0 5,731.5 -------- VI. Prediction of business performance from January – September 2015 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □Applicable √ Not applicable VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from the CPA of this year’s □Applicable √ Not applicable VIII. Explanation from the Board for “Qualified Opinion” of last year’s □Applicable √ Not applicable IX. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular □Applicable √ Not applicable The profit distribution plan in semi-annual year was: no cash dividend distributed, no bonus shares and has no share converted from capital reserve either. X. Profit distribution and capitalization of capital reserves in the Period □ Applicable √ Not applicable The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for the semi-annual year 深圳南山热电股份有限公司 2015年半年度报告全文 XI. In the report period, reception of research, communication and interview √Applicable □ Not applicable Contents discussed and Time Place Way Type Reception material provided 2015-05-19 Conference room of the Company Field research Individual Investor Operation status of the Company Jan. to Jun. of 2015 Investor relation interactive platform Written inquiries Individual Investor (37) Basic operation status of the Company, financial situation; Situation of shareholders’ buying and selling company stock; and company profile 深圳南山热电股份有限公司 2015年半年度报告全文 Section V. Important Events I. Corporate governance There is no difference between corporate governance and the requirements of the Company Law and relevant regulations of the CSRC II. Lawsuits No significant lawsuits and arbitrations of the Company in reporting period. III. Question from media No universal questioned by media in reporting period IV. Bankruptcy reorganization In reporting period, the Company has no bankruptcy reorganization occurred. V. Transaction in assets The Company has no major assets purchased, assets sales and enterprise combined in the Period VI. Implementation and its influence of equity incentive □ Applicable √ Not applicable The company had not yet made the plan of equity incentive in the reporting. VII. Insignificant related transactions 1. In reporting period, the Company has no routine operational related transactions, assets purchased and assets sales occurred, and no major related transaction of investment outside either. The Company has no related transaction with routine operation concerned in Period. 2. Current related liabilities and debts √Applicable □ Not applicable Whether exist non-operating contact of related liabilities and debts or not √Yes □No Financial claim receivable from related party: NewlyExist Balance at added Amount ofBalance at Interest innon-operatin period-endrecovery in period-begin amount in the Period Related Reason the Period Interest rate (in 10(in 10parties Relationship g occupation (in 10 the Period (in 10thousand thousandof funds thousandthousandYuan) Yuan) (in 10 Yuan) (Y/N) Yuan) thousand 深圳南山热电股份有限公司 2015年半年度报告全文 Yuan) Shen Nan Dian Engineering Co., Subsidiary Profit distributio n N 7,949.53 0 0 0.00% 0 7,949.53 Shen Nan Dian Zhongshan Co Subsidiary Routine operation open credit N 63,493.66 0 9,576.89 7.00% 1,635.53 53,916.77 Shenzhong Real Estate Company Subsidiary Routine operation open credit N 84,252.1 2,329.29 0 7.00% 2,829.28 86,581.39 Shenzhong Properties Company Subsidiary Routine operation open credit N 9,364.05 811.88 0 7.00% 319.12 10,175.93 Shen Nan Dian Dongguan Co Subsidiary Routine operation open credit N 10,674.86 0 5,931.01 7.00% 330.17 4,743.85 New Power Co., Subsidiary Routine operation open credit N 2,860.46 7,162.54 0 0.00% 0 10,023 Shen Nan Dian Envionment Protection Co., Subsidiary Routine operation open credit N 815.7 0 29.81 0.00% 0 785.89 Singapore Company Subsidiary Routine operation open credit N 21.23 0 0 0.00% 0 21.23 Syndisome Company Subsidiary Routine operation open credit N 8.1 0 0 0.00% 0 8.1 Influence on business decreased current assets RMB 52,340,000 in the period. performance and financial status of the Company from related liabilities Debt payable to related party : Newly The return Balance at added amount amount in the Balance at Interest in the period-endPeriodperiod-begin in the Period PeriodRelated Reason (in 10 Interest rate (in 10Relationship (in 10 (in 10parties (in 10thousand thousand thousandthousandYuan) thousand Yuan) Yuan) Yuan) Yuan) Shen Nan Dian Subsidiary Routine 9,486.96 43.83 5.60% 264.38 9,530.79 深圳南山热电股份有限公司 2015年半年度报告全文 Engineering Co., operation open credit Server Co., Subsidiary Routine operation open credit 3,146.99 8.15 5.60% 84.47 3,138.84 Syndisome Company Subsidiary Routine operation open credit 346.97 0.33 346.64 Influence on business Decreased current liabilities RMB 353,500 in the period. performance and financial status of the Company from related debts 3. Other related transactions The company had no other related transactions in reporting period. VIII. Non-business capital occupying by controlling shareholders and its related parties No non-business capital occupied by controlling shareholders and its related parties in Period IX. Significant contracts and its implementation 1. Trusteeship, contract and lease (1) Trusteeship √Applicable □ Not applicable Instruction of trusteeship As for the Assets Custody Operation Contract in Connection with Burning Machine-Stream Joint Cycle Heat Power Generation Machine Unit entered into in February 2003, the Company was entrusted to operate and manage the power generation machine unit owned by its wholly-owned subsidiary New Power Company. The custody business service charge RMB 761,600 was obtained by the Company in reporting period. (2) Contract The Company had no contract in the reporting period. (3) Leasing The Company had no leasing in the reporting period. 2. Guarantees √Applicable □ Not applicable In ten thousand Yuan 深圳南山热电股份有限公司 2015年半年度报告全文 Particulars about the external guarantee of the Company (Barring the guarantee for the controlling subsidiaries) Related GuaranteActual date of Complete Name of the Announce e forGuarantee happening (Date Actual Guarantee Guarantee implemen Company ment related limit of signing guarantee limit type term tationguaranteed disclosure partyagreement) (Y/N)date (Y/N) Guarantee of the Company for the subsidiaries Related GuaranteActual date of Complete Name of the Announce e forGuarantee happening (Date Actual Guarantee Guarantee implemen Company ment related limit of signing guarantee limit type term tationguaranteed disclosure partyagreement) (Y/N)date (Y/N) Shen Nan Dian Zhongshan Company 2015-04-25 10,000 2014-05-09 0 General assurance 2 years N Y Shen Nan Dian Zhongshan Company 2015-04-25 3,500 2014-06-30 3,500 General assurance 1year N Y Shen Nan Dian Zhongshan Company 2015-04-25 10,000 2014-11-01 4,389 General assurance 1year N Y Shen Nan Dian Zhongshan Company 2015-04-25 10,000 2014-12-10 4,851 General assurance 1year N Y Shen Nan Dian Zhongshan Company 2015-04-25 20,000 2015-05-13 15,500 General assurance 1year N Y Shen Nan Dian Dongguan Company 2015-04-25 24,000 2013-09-06 10,000 General assurance 2 years N Y Shen Nan Dian Dongguan Company 2015-04-25 5,000 2014-06-17 5,000 General assurance 1year N Y Shen Nan Dian Dongguan Company 2015-04-25 25,000 2014-07-02 25,000 General assurance 1year N Y Shen Nan Dian Dongguan Company 2015-04-25 10,000 2014-12-10 0 General assurance 1year N Y Shen Nan Dian Dongguan Company 2015-04-25 10,000 2015-01-28 0 General assurance 1year N Y Shen Nan Dian Dongguan 2015-04-25 20,000 2015-05-13 20,000 General assurance 1year N Y 深圳南山热电股份有限公司 2015年半年度报告全文 Company Shen Nan Dian Dongguan Company 2015-04-25 21,000 2015-04-07 3,500 General assurance 1year N Y Shen Nan Dian Environment Protection Co. 2015-04-25 2,500 2014-12-08 0 General assurance 1year N Y Shen Nan Dian Environment Protection Co. 2015-04-25 2,500 2015-02-04 2,500 General assurance 1year N Y New Power Company 2015-04-25 10,000 2014-12-05 5,000 General assurance 1year N Y 183,500 Total amount of actual 99,240 Total amount of approving occurred guarantee forguarantee for subsidiaries in subsidiaries in report period report period (B1) (B2) 183,500 Total balance of actual 99,240 Total amount of approved guarantee for subsidiaries at guarantee for subsidiaries at the the end of reporting period end of reporting period (B3) (B4) Guarantee of the subsidiaries for the subsidiaries Related GuaranteActual date of Complete Name of the Announce e forGuarantee happening (Date Actual Guarantee Guarantee implemen Company ment related limit of signing guarantee limit type term tationguaranteed disclosure party(Y/ agreement) (Y/N)date N) Total amount of guarantee of the Company( total of three abovementioned guarantee) Total amount of approving 183,500 Total amount of actual 99,240guarantee in report period occurred guarantee in report (A1+B1+C1) period (A2+B2+C2) Total amount of approved 183,500 Total balance of actual 99,240guarantee at the end of report guarantee at the end of report period (A3+B3+C3) period (A4+B4+C4) The proportion of the total amount of actually guarantee in the 84.96% net assets of the Company (that is A4+ B4+C4) Including: Amount of guarantee for shareholders, actual controller and its 0related parties(D) The debts guarantee amount provided for the guaranteed 96,740parties whose assets-liability ratio exceed 70% directly or indirectly(E) Proportion of total amount of guarantee in net assets of the 40,840Company exceed 50%(F) 137,580Total amount of the aforesaid three guarantees(D+E+F) Explanations on possibly bearing joint and several liquidating N/Aresponsibilities for undue guarantees (if applicable) Explanations on external guarantee against regulated N/Aprocedures (if applicable) Explanation on guarantee with composite way 深圳南山热电股份有限公司 2015年半年度报告全文 (1) Guarantee outside against the regulation □ Applicable √ Not applicable No guarantee outside against the regulation in Period 3. Other significant contract √Applicable □ Not applicable Net book Appraisa Basevalue of l value of Appraisa Implemeassets assets date of DealingParties in Relatedinvolved involved l agency assets ntation Counterp Contract Date for Pricing Relationsprice (10the evaluatio transacti end as arty object signing (10 (10 (if principle thousand hipcontract thousand thousand applicabl n (if on(Y/N) the Yuan) ReportYuan) (if Yuan) (if e) applicabl applicabl applicabl e) e) e) The company Guangdo ng Trade Branch of CNOOC Gas & Power Group Co., Ltd. Liquified natural gas 2013-0115 ---- Be compose d of three parts of LNG price, compreh ensive service charge and taxes. -N Not applicabl e Related contracts still in impleme nting Shen Nan Dian Donggua n Compan y Guangdo ng Trade Branch of CNOOC Gas & Power Group Co., Ltd. Liquified natural gas 2013-1221 ---- Be compose d of three parts of LNG price, compreh ensive service charge and taxes. -N Not applicabl e Related contracts still in impleme nting Shen Nan Zhuhai Trade Liquified natural 2014-0531 ---- Be compose -N Not applicabl e Related contracts 深圳南山热电股份有限公司 2015年半年度报告全文 Dian Zhongsh an Compan y Branch of CNOOC Gas & Power Group Co., Ltd. gas d of three parts of LNG price, compreh ensive still in impleme nting service charge and taxes. Shenzho ng Propertie s Compan y Zhonghe ng Construc tion Group Co., Ltd. Shui Mu Nian Hua Garden project (building size: 157,951. 71 M2) 2015-0702 ---- Contract amount + design change and visa amount - deductibl e expenses 37,923.4 8 N Not applicabl e Impleme nt after relevant contract signed 4. Other material transactions In order to meet normal operation needs of New Power Company and Shennandian Zhongshan Company, the Company provided leaseback financing leasing guarantee to these two companies with guarantee amount of RMB190 million and RMB 610 million, respectively, under which, the Company beard joint responsibility. The proposal relating to financial leasing by the wholly-owned and controlling subsidiaries and provision of guarantee by the Company in respect thereof has been considered and approved at the 4th extraordinary meeting of the 7th Board and the 3rd extraordinary general meeting for 2015 held by the Company on 8 June and 25 June 2015, respectively. For details, please refer to the announcement relating to provision of guarantee for financial leasing leaseback business conducted by its wholly-owned and controlling subsidiaries (No.: 2015-047) published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao information website on 9 June 2015, and the resolution announcement relating to the 3rd extraordinary general meeting for 2015 (No.: 2015-050) published by the Company on 26 June 2015.The project is currently in process. X. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period √Applicable □ Not applicable Commitment Commitment Implementation Commitments Accepter Contents time period -----Commitments for Share Merger Reform Commitments in report of acquisition or ----- equity change Commitments in assets replacement ----- 深圳南山热电股份有限公司 2015年半年度报告全文 Commitments make in Initial public ----- offering or re-financing Other commitments for minority shareholders Shenzhen Guangju Industrial Co., Ltd.; SHENZHEN ENERGY (GROUP) CO., LTD.; Shenzhen Guoneng International Trading Co., LTD; HONG KONG NAM HOI (INTERNATIO NAL) LIMITED; the Company Promise not to preparing the material events as material assets reorganization, acquisition, stock placement in later three months 2015-01-09 Within 3 months Completed Shenzhen Guangju Industrial Co., Ltd.; SHENZHEN ENERGY (GROUP) CO., LTD.; HONG KONG NAM HOI (INTERNATIO NAL) LIMITED; the Company Promise not to preparing the material events as material assets reorganization, acquisition, stock placement in later three months 2015-05-19 Within 3 months Completed Yes Commitments for Share Merger Reform XI. Engagement and dismissal of CPA Whether the semi-annual report was audited or not □Yes √ No The semi-annual report was no audited. XII. Penalty and rectification The Company had no penalty or rectification in the reporting period. 深圳南山热电股份有限公司 2015年半年度报告全文 XIII. Risk disclosure of delisting with laws and rules violated The Company has no delisting risks with laws and rules violated in Period. XIV. Explanation on other significant events √Applicable □ Not applicable Two sets of power units owned by Shennandian Dongguan Company which was a controlling subsidiary of the Company have ceased running from January to June 2015 pending for renewal of the relevant authorization procedures due to policy adjustments. During the halt, the Company and Shennandian Dongguan Company strengthened routine maintenance for these units when preparing relevant supportive documents as required for such authorization, to ensure that the units were well prepared to generate power from time to time. 深圳南山热电股份有限公司 2015年半年度报告全文 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in Shares In share I. Restricted shares 20,020 Before the Changes Amount Proportion 0.0033% Newlyissued shares Bonus shares Increase/Decrease in the Change (+, -) Public reserve-co nverted shares Others -7,027 -7,027 Subtotal 12,993 After the Changes Amount Proportio n 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 602,742,5 76 338,893,6 30 100.00% 56.22% 7,027 1,527 7,027 1,527 602,749,6 03 338,895,1 57 100.00% 56.22% II. Unrestricted shares 1.RMB ordinary shares 2.Domestically listed 263,848,9 46 43.77% 5,500 5,500 263,854,4 46 43.77% foreign shares 602,762,5 96 100.00% 602,762,5 96 100.00%III. Total shares 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 （未完） (责任编辑：admin) |