Stock Code: 000037, 200037 No.: 2019-057 Short Form of Stock: Shen Nan Dian A, Shen Nan Dian B
Shenzhen Nanshan Power Co., Ltd.
Text of Third Quarterly Report 2019
Section I. Important NoteBoard of Directors, Supervisory Committee, all directors, supervisors and seniorexecutives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as theCompany) hereby confirm that there are no any fictitious statements, misleadingstatements, or important omissions carried in this report, and shall take allresponsibilities, individual and/or joint, for the reality, accuracy and completionof 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 ChenYuhui, person in charge of accounting works and CFO Dai Xiji as well asDeputy Manager Wang Yi (act for the financial management dept.), person incharge of accounting organ (accounting officer) hereby confirm that theFinancial Report of this Quarterly Report is authentic, accurate and complete.Concerning the forward-looking statements with future planning involved in theSemi-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 andhas no share converted from capital reserve either.The report has been prepared in both Chinese and English, for anydiscrepancies, the Chinese version shall prevail. Please read the full reportseriously.
Section II Basic information of CompanyI. 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) | 3,376,037,319.78 | 3,307,148,289.92 | 2.08% | |||
| Net assets attributable to shareholders of listed company (RMB) | 1,986,395,333.79 | 1,977,871,851.51 | 0.43% | |||
| Current period | Increase/decrease in comparison with same period of last year | From year-begin to end of the Period | Increase/decrease in comparison with year-begin to Period-end of last year | |||
| Operating revenue (RMB) | 408,965,405.06 | -24.28% | 817,090,021.44 | -49.56% | ||
| Net profit attributable to shareholders of the listed company (RMB) | 33,806,673.10 | 371.94% | 8,523,482.28 | -77.07% | ||
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses (RMB) | 32,161,272.48 | 463.61% | 4,054,761.65 | -88.28% | ||
| Net cash flow arising from operating activities (RMB) | -- | -- | 83,562,330.43 | -54.18% | ||
| Basic earnings per share (RMB/Share) | 0.06 | 500.00% | 0.01 | -83.33% | ||
| Diluted earnings per share (RMB/Share) | 0.06 | 500.00% | 0.01 | -83.33% | ||
| Weighted average ROE | 1.72% | 377.78% | 0.43% | -77.13% | ||
Items and amount of extraordinary profit (gains)/losses
√Applicable □Not applicable
In RMB
| Item | Amount from year-begin to end of the Period | Note |
| Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) | -401,997.12 | Abandonment loss of fixed assets |
| Governmental subsidy reckoned into current gains/losses (not including the subsidy enjoyed in quota or ration according to national standards, which are closely relevant to enterprise’s business) | 4,814,245.06 | Government grants are amortized with assets concerned |
| Other non-operating income and expenditure except for the aforementioned items | 99,267.48 | |
| Less: impact on income tax | 58,566.03 | |
| Impact on minority shareholders’ equity (post-tax) | -15,771.24 | |
| Total | 4,468,720.63 | -- |
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for CompaniesOffering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according tothe lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering TheirSecurities 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 ofextraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities tothe Public --- Extraordinary Profit/loss.
II. Statement of the total shareholders and shares-held of top ten shareholders at end of thePeriod
1. Common and preferred stockholders with voting rights recover and the top ten share-holding
In Share
| Total common shareholders at the end of report period | 25,172 | Total preferred stockholders with voting rights recover at the end of report period (if applicable) | 0 | |||||
| Top ten share-holding | ||||||||
| Shareholders | Nature of shareholder | Proportion of shares held | Amount of shares held | Amount of restricted shares held | Number of share pledged/frozen | |||
| State of share | Amount | |||||||
| HONG KONG NAM HOI (INTERNATIONAL) LTD. | Foreign corporate | 15.28% | 92,123,248 | |||||
| Shenzhen Guangju Industrial Co., Ltd. | State-owned corporate | 12.22% | 73,666,824 | |||||
| SHENZHEN | State-owned | 10.80% | 65,106,130 | |||||
| ENERGY (GROUP) CO., LTD. | corporate | |||||
| Gaohua－HSBC－GOLDMAN, SACHS & CO.LLC | Foreign corporate | 2.13% | 12,839,723 | |||
| BOCI SECURITIES LIMITED | Foreign corporate | 1.78% | 10,723,049 | |||
| Liu Fang | Domestic nature person | 1.48% | 8,921,888 | |||
| CMS (HK) | State-owned corporate | 1.40% | 8,442,728 | |||
| Zeng Ying | Domestic nature person | 1.26% | 7,602,400 | |||
| Mei Yi Investment Property Co., Ltd. | Domestic non-state-owned legal person | 0.86% | 5,207,600 | |||
| LI SHERYN ZHAN MING | Overseas nature person | 0.79% | 4,790,390 | |||
| Particular about top ten shareholders with un-restrict shares held | ||||||
| Shareholders’ name | Amount of unrestricted shares held at reporting period-end | Type of shares | ||||
| Type | Amount | |||||
| HONG KONG NAM HOI (INTERNATIONAL) LTD. | 92,123,248 | Domestically listed foreign shares | 92,123,248 | |||
| Shenzhen Guangju Industrial Co., Ltd. | 73,666,824 | RMB ordinary shares | 73,666,824 | |||
| SHENZHEN ENERGY (GROUP) CO., LTD. | 65,106,130 | RMB ordinary shares | 65,106,130 | |||
| Gaohua－HSBC－GOLDMAN, SACHS & CO.LLC | 12,839,723 | RMB ordinary shares | 12,839,723 | |||
| BOCI SECURITIES LIMITED | 10,723,049 | Domestically listed foreign shares | 10,723,049 | |||
| Liu Fang | 8,921,888 | RMB ordinary shares | 5,861,088 | |||
| Domestically | 3,060,800 | |||||
| listed foreign shares | |||
| CMS (HK) | 8,442,728 | Domestically listed foreign shares | 8,442,728 |
| Zeng Ying | 7,602,400 | Domestically listed foreign shares | 7,602,400 |
| Mei Yi Investment Property Co., Ltd. | 5,207,600 | RMB ordinary shares | 5,207,600 |
| LI SHERYN ZHAN MING | 4,790,390 | Domestically listed foreign shares | 4,790,390 |
| Explanation on associated relationship among the top ten shareholders or consistent action | 1. Shenzhen Energy (Group) Co., Ltd. holds 100% equities of HONG KONG NAM HOI (INTERNATIONAL) LTD indirectly; 2. Among other social public shareholders, the Company did not know whether there were associated relationships or belonging to consistent actors. | ||
| Explanation on top ten common shareholders involving margin business (if applicable) | Among the top ten shareholders, Ms. Liu Fang holds 3,346,188 shares through credit transaction guarantee securities account | ||
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreementdealing 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 inreporting period
2. Total of shareholders with preferred stock held and the top ten shareholdings
□Applicable √Not applicable
Section III. Important eventsI. Particular about major changes from items of main accounting statements and financialindexes as well as reasons
√ Applicable □Not applicable
1. Closing number of accounts receivable counted as 198.9568 million Yuan, increased 50.24% over that ofyear-beginning, mainly because the account receivable for electricity and engineering increased;
2. Closing number of account paid in advance counted as 74.2613 million Yuan, increased 38.40% over that ofyear-beginning, mainly because the account paid in advance for natural gas increased;
3. Closing number of construction in process counted as 61.4591 million Yuan, decreased 25.37% over that ofyear-beginning, mainly because the construction in process transfer to fixed assets;
4. Closing number of accounts payable counted as 33.9624 million Yuan, increased 87.99% over that ofyear-beginning, mainly because the account payable for natural gas increased;
5. Closing number of wages payable counted as 39.5980 million Yuan, decreased 11.83% over that ofyear-beginning, mainly because the wages payable for employees declined;
6. Operation revenue counted as 817.09 million Yuan in the Period, decreased 49.56% on a y-o-y basis, mainlybecause the revenue from electricity sales declined;
7. Operation cost counted as 721.3131 million Yuan in the Period, decreased 50.97% on a y-o-y basis, mainlybecause the volume of power generation declined, than the costs declined correspondingly;
8. Taxes and surcharge counted as 4.6025 million Yuan in the Period, decreased 41.34% on a y-o-y basis, mainlybecause the VAT surcharges declined;
9. Sales expenses counted as 4.4944 million Yuan in the Period, increased 59.95% on a y-o-y basis, mainlybecause the transportation charge for sludge treatment increased;
10. Financial expenses counted as 16.9741 million Yuan in the Period, decreased 44.97% on a y-o-y basis, mainlybecause average financing rate declined;
11. Non-operation revenue counted as 0.1454 million Yuan in the Period, increased 1723.10% on a y-o-y basis,mainly because revenue from waste and aged materials disposal increased;
12. Non-operation expenditure counted as 0.0461 million Yuan in the Period, decreased 94.98%% on a y-o-ybasis, mainly because loss on non-current assets declined;
13. Net cash flow from operation activities counted as 83.5623 million Yuan in the Period, decreased 54.18% on ay-o-y basis in net inflow, mainly because revenue from electricity fee declined;
14. Net cash flow from investment activities counted as (48.0896) million Yuan in the Period, decreased 58.26%on a y-o-y basis in net out-flow, mainly because the expenditure from technology reform declined and purchase offixed assets decreased;
15. Net cash flow from financing activities counted as 12.0844 million Yuan in the Period, decreased 95.82% on ay-o-y basis, mainly because net financing amount declined.
II. Progress and influence of the main events as well as solution analysis specification
√ Applicable □ Not applicable
1. T102-0011, T102-0155 land related matters.During the reporting period, the Announcement of ShenzhenMunicipal Bureau of Planning and Natural Resources Issued a Notice on Shenzhen’s 2019 Urban Renewal andLand Reconditioning Plan was released on the website of Shenzhen Government Online. In accordance with theShenzhen’s 2019 Urban Renewal and Land Reconditioning Plan and relevant contents of attached table, asthe ;and reconditioning plan of Qianhai cooperation zone for year of 2019, the lands owned by Nanshan PowerPlant of the Company are included in the reconditioning plan (found more in the Notice of Shenzhen’s 2019Urban Renewal and Land Reconditioning Plan issued by Shenzhen Municipal Bureau of Planning and NaturalResources (Notice No.: 2019-041) released on China Securities Journal, Securities Times, Hong KongCommercial Daily and Juchao Website). Upon learning of the above, the Company submitted the “Application ofrevised the land planning for lands of Nanshan Power Plant” to Shenzhen Qianhai Administration Bureau andrelevant government authority immediately, and put forward the principle of win-win cooperation based onrespect for history again. Learn from the experience of other blocks in Qianhai Area, change the land planning ofNanshan Power Plant’s lands, and protect the legitimate rights and interest of the shareholders in a better way.Hereafter, the Company received a “Reply from Shenzhen Qianhai Administration Bureau on Relevant Matterswith Land Planning Concerned of Nanshan Power Plant” (hereinafter referred to as Reply), and made a reply toplannings and land storage matters correspondingly. As for the requirement on changing the planning, the Replysaid: “According to the Comprehensive Planning of China (Guangdong) Pilot Free Trade Zone Shenzhen QianhaiShekou Area and Surrounding Areas of Da Nanshan and Xiao Nanshan” (hereinafter referred to as QianhaiShekou Free Trade Comprehensive Planning), the lands of Nanshan Power Plant was planning for public facilities,public open space and roads; the plan calls for speeding up the relocation of Nanshan Power Plant. During theperiod of the public for Qianhai Shekou Free Trade Comprehensive Planning (Draft), we have received theopinions from your Company and research and handling the opinions according to procedures, the Plan clearlypointed out that the lands of Nanshan Power Plant will implement in line with the purpose of public facilities,public open space and roads”. The Company, will continues to follow the relevant conditions closely under theparticipation and cooperation of legal counsel, make every efforts to protect the legitimate rights and interest ofthe listed company and all shareholders.
2. Matters of public listing transfer of 70% equity of Shen Nan Dian Dongguan Company. On 30 July 2019, theProposal of Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co., Ltd wasdeliberated and approved by the 7
th extraordinary meeting of 8
thBOD, the 70% equity of Shen Nan DianDongguan Company, directly and indirectly held by the Company, are agreed to transfer with valuation of
83.2992 million Yuan by public listing. In the spirit of the BOD’s resolution, on 4 September 2019, the Companylisted the 70% equity of Shen Nan Dian Dongguan Co publicly on Shenzhen United Property Exchange with 20working days for listing. During the period of listing, Shenzhen Gas Corporation Ltd propose the cooperationintention, and hopes to carry out strategy cooperation in aspect of natural gas resources with Shen Nan DianDongguan Company. After careful consideration, in line with the purpose of maximizing the interest of listedcompanies, on 15 September, the Proposal to Suspend the Public Listing Transfer of 70% Equity of Shen NanDian (Dongguan) Weimei Power Co., Ltd was deliberated and approved by 8
thextraordinary meeting of 8
thBOD,the Company are agreed to suspend the 70% equity transfer on public listing, and restart relevant equity transfermatters when appropriate in line with the follow-up business status and relevant information. (found more in theProposal of Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co., Ltd and the
Proposal to Suspend the Public Listing Transfer of 70% Equity of Shen Nan Dian (Dongguan) Weimei Power Co.,Ltd (Notice No.: 2019-040, 2019-051) released on China Securities Journal, Securities Times, Hong KongCommercial Daily and Juchao Website).In addition to the above matters, the refund collection works of “Project Technical Reform Benefit Fund” and theXinjiang Aid Project of Guangdong Province participated in 2013 is have no further progress in the reportingperiod
Implementation progress of shares buy-back
□ Applicable √ Not applicable
Implementation progress of the reduction of repurchases shares by centralized bidding
□ Applicable √ Not applicable
III. Commitments that the company, shareholders, actual controller, offeror, directors,supervisors, senior management or other related parties have fulfilled during the reportingperiod 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 orother related parties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period.IV. Particular about security investment
□ Applicable √ Not applicable
The Company had no security investment in Period.V. Trust financing
□ Applicable √ Not applicable
The Company had no trust financing 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 reportperiod
√ Applicable □Not applicable
| Time | Way | Type | Contents discussed and material provided |
| July – Sept. 2019 | Field research | Person (8) | Inquiry of register of shareholders |
| July – Sept. 2019 | Question Reply on Interactive Easy | Person (14) | Relevant matters of Shen Nan Dian Dongguan Company, number of shareholders and reply on written |
| July – Sept. 2019 | Telephone communication | Person (many times) | Relevant matters of Shen Nan Dian Dongguan Company, relevant matters with land concerned of Nanshan Power Plant, oral reply and no materials required |
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 thelisted company
□ Applicable √ Not applicable
There are no controlling shareholders' and its related party's non-business capital occupying of the listed company.