深圳南山热电股份有限公司 2017 年半年度报告全文
深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd.
Semi-annual Report 2017
2017-045
August 2017
深圳南山热电股份有限公司 2017 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.
Chairman Yang Haixian, principal of the Company, Director GM Wu
Dongxiang, person in charge of accounting works, CFO Huang Jian and Deputy
GM Leng Jiwei (acting manager of the financial management dept.), person in
charge of accounting organ (accounting principal) hereby confirm that the
Financial Report of Semi-Annual Report 2017 is authentic, accurate and
complete.
Absent director Title for absentee Reasons Attorney
Zhou Qun Director Work Yu Chunling
Liao Nangang Independent director Work Pan Chengwei
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.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
深圳南山热电股份有限公司 2017 年半年度报告全文
The report has been prepared in both Chinese and English, for any
discrepancies, the Chinese version shall prevail. Please read the full report
seriously.
深圳南山热电股份有限公司 2017 年半年度报告全文
Content
Section I Important Notice, Contents and Paraphrase .................................................................. 1
Section II Company Profile and Main Financial Indexes .............................................................. 6
Section III Summary of Company Business .................................................................................... 9
Section IV Discussion and Analysis of the Operation ................................................................... 11
Section V Important Events ............................................................................................................ 22
Section VI Changes in shares and particular about shareholders............................................... 52
Section VII Preferred Stock ............................................................................................................ 55
Section VIII Particulars about Directors, Supervisors, Senior Executives and Employees ..... 55
Section IX Corporate -bond ............................................................................................................ 56
Section X Financial report .............................................................................................................. 56
Section XI Documents available for reference .............................................................................. 56
深圳南山热电股份有限公司 2017 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 Environment Protection Co., Refers to Shenzhen Shen Nan Dian Environment 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 Thermal Plant Refers to Nanshan Thermal Plant 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.
Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd.
Shenzhong Development 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.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Shen Energy Group Refers to Shenzhen Energy Co., Ltd.
Energy Group Refers to Shenzhen Energy Group Co., Ltd.
Guangju Industrial Refers to Shenzhen Guangju Industrial Co., Ltd.
Guangju Holding Refers to Shenzhen Guangju Investment Holding (Group) Co., Ltd.
Guangju Energy Refers to Shenzhen Guangju Energy Co., Ltd.
Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co., Ltd.
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
Oufuyuan Technology Refers to Shenzhen Oufuyuan Technology Co., Ltd.
Xingzhong Group Refers to Zhongshan Xingzhong Group Co., Ltd.
Independent financial advisor, CMS Refers to China Merchants Securities Co., Ltd.
深圳南山热电股份有限公司 2017 年半年度报告全文
Shenzhen Pengxin Assets Appraisal Land & Real Estate Appraisal Co.,
Appraisal institute, Pengxin Appraisal Refers to
Ltd.
Auditing institute, Ruihua CPA, Accounting
Refers to Ruihua Certified Public Accounts (LLP)
Institute
Deheng, Perennial Legal Adviser Refers to Beijing Deheng (Shenzhen) Law Firm
Jin Du, Special Legal Adviser Refers to Beijing Jin Du (Shenzhen) Law Firm
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
SOTCBB Refers to Shenzhen United Property And Share Rights Exchange
Company Law Refers to Company Law of The People’s Republic of China
Securities Law Refers to Securities Law of The People’s Republic of China
Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks
Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, the rest of the
Yuan, ten thousand Yuan, one hundred million Refers to
monetary unit is RMB Yuan, ten thousand Yuan
Reporting period Refers to 1 Jan. 2017 to 30 Jun. 2017
深圳南山热电股份有限公司 2017 年半年度报告全文
Section II Company Profile and Main Finnaical Indexes
I. Company Profile
Short form of the stock Shen Nandian A, Shen Nandian B Code for share 000037, 200037
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
深圳南山热电股份有限公司
Chinese)
Short form of the Company
深南电
(in Chinese) (if applicable)
Foreign name of the Company
Shenzhen Nanshan Power Co., Ltd.
(if applicable)
Short form of foreign name of
Shen Nan Dian
the Company (if applicable)
II. Contact person and ways
Secretary of the Board Rep. of securities affairs
Name Zhang Jie Jiang Yuanyuan
16/F-17/F, Hantang Building, OCT, 16/F-17/F, Hantang Building, OCT,
Contact adds. Nanshan District, Shenzhen, Guangdong Nanshan District, Shenzhen, Guangdong
Province Province
Tel. 0755-26948888 0755-26948888
Fax. 0755-26003684 0755-26003684
E-mail investor@nspower.com.cn investor@nspower.com.cn
III. 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 2016.
2. Information disclosure and preparation place
Whether information disclosure and preparation place changed in reporting period or not
深圳南山热电股份有限公司 2017 年半年度报告全文
□ Applicable √ Not applicable
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 2016.
IV. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data or not
□ Yes √ No
Increase/decrease in this report
Current period Same period of last year
y-o-y
Operating revenue (RMB) 872,962,697.33 697,688,267.08 25.12%
Net profit attributable to shareholders of
-22,629,201.38 -56,454,746.24 -59.92%
the listed company (RMB)
Net profit attributable to shareholders of
the listed company after deducting -25,113,210.11 -66,068,598.18 -61.99%
non-recurring gains and losses (RMB)
Net cash flow arising from operating
-65,448,855.27 183,680,275.33 -135.63%
activities (RMB)
Basic earnings per share (RMB/Share) -0.04 -0.09 -55.56%
Diluted earnings per share (RMB/Share) -0.04 -0.09 -55.56%
Weighted average ROE -1.30% -10.96% -88.14%
Increase/decrease in this
End of current period End of last period report-end over that of last
period-end
Total assets (RMB) 3,043,070,710.89 4,363,703,614.03 -30.26%
Net assets attributable to shareholder of
1,920,084,701.54 1,942,713,902.92 -1.16%
listed company (RMB)
V. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年半年度报告全文
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
VI. 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 Loss from disposal of non-current
-160,729.35
write-off that accrued for impairment of assets) assets
Governmental subsidy calculated into current gains and losses
(while closely related with the normal business of the Company, Government grants with assets
2,217,711.99
excluding the fixed-amount or fixed-proportion governmental concerned are amortized
subsidy according to the unified national standard)
The part-individual amount, has
Switch back of the impairment for receivables which has
480,710.97 collected which has been
impairment test independently
accrual for bad debts
Other non-operating income and expenditure except for the
-5,484.22 Donation mostly
aforementioned items
Less: impact on income tax -
Impact on minority shareholders’ equity (post-tax) 48,200.66
Total 2,484,008.73 --
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
深圳南山热电股份有限公司 2017 年半年度报告全文
Section III Summary of Company Business
I. Main businesses of the Company in the reporting period
Does the Company need to comply with the disclosure requirement of the special industry
No
The company is specialized in power and thermal supply, as well as providing technical consulting and technical services for power
stations. The company has three wholly-owned or holding gas turbine plants, which equipped with seven sets of 9E gas steam
combined cycle power generating units, with total installed capacity up to 1260 MW (Nanshan Thermal Power Plant: 3×180 MW,
Zhongshan Nam Long Power Plant : 2×180 MW, Dongguan Gaobu Power Plant: 2×180 MW). These three gas turbine plants are all
located in the power load center of Pearl River Delta area, which are the main peaking power sources in their areas. During the
reporting period, the Company is specialized in business of gas-steam combined cycle power generation, and its subsidiary Nanshan
Thermal Plant, Zhongshan Nam Long Power Plant and Dongguan Gaobu Power Plant are all in the state of normal production and
operation. The Company strives to achieve more power by focusing on generating equipment maintenance and operation
management. Adapt to the reform situation of electricity market, Zhongshan Nam Long Power Plant actively to be a participator in
2017 electricity bilateral negotiation and monthly concentrated competition. In the half year of 2017, the total power generation of its
subsidiary plants was up to 1346 million kwh (among which, Nanshan Thermal Plant has generated electricity of 703 million kwh,
Zhongshan Nam Long Power Plant has generated electricity of 375 million kwh, and Dongguan Gaobu Power Plant has generated
267 million kwh), with 26.98% year-on-year growth, completing 44.32 percent of its annual plan.
Besides the primary business in power generation, the Company actively developed businesses in related areas. Shen Nan Dian
Engineering Company, an affiliate enterprise of the Company, has been expanding its business scope in technical advice and
technical services of gas turbine power plant construction projects at home and abroad. Shen Nan Dian Environment Protection
Company is devoted to sludge drying for sewage treatment plant by utilizing the residual heat of gas turbine power generation, which
reduces the volume of sludge, achieves harmless treatment and comprehensive utilization of resources.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Equity assets N/A
Fixed assets N/A
Intangible assets N/A
深圳南山热电股份有限公司 2017 年半年度报告全文
The expenses of technical improvement from Shen Nan Dian Zhongshan Company
Construction in process
increased
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Does the Company need to comply with the disclosure requirements of the special industry
No
Since its establishment, the Company, adhering to the traditional spirit of exploration, innovation and initiative, has taken the lead in
carrying out such technical modification projects of energy-saving and exhaust-reducing as low nitrogen combustion retrofit based on
the completion of transition to clean energy of the power fuel for its subsidiary gas turbine power plant, so as to minimize the
influences of power generation on the environment. By implementing the circular economy projects of sludge desiccation and
combined cooling heating and power supplying, the Company has been striving for transition from a single power generation
enterprise to a comprehensive utilization of resources enterprise and a comprehensive energy service provider. Affected by the
macro-economic situation and the common problems existed in combustion industry, the Company has been suffering a great
operating pressures these years, but its core competitiveness formed in the operation and development progress in more than twenty
years, are still the basis for the sustainable existence and development sought by the Company. (Details of core competitiveness
analysis can be found in 2016 Annual Report)
深圳南山热电股份有限公司 2017 年半年度报告全文
Section IV Discussion and Analysis of the Operation
I. Introduction
In the first half of 2017, China's macro economy continued a steady development trend, the supply side structural
reform, economic transformation development, and innovation development were gradually presenting their
effects, the energy structure continued to be optimized, the pace of transformation was accelerated, and the
development quality and efficiency was constantly improved. The industrial economy of Guangdong province
maintained the stability, the electricity demand kept a steady growth, and the electricity supply and demand was
overall balanced. According to the statistics and analysis of relevant departments, from January to June, the total
electricity consumption of the whole province reached 268.2 billion KWH, an increase of 4.6% on a year-on-year
basis. However, due to the large increase in power generation capacity of the thermal power generating units, the
new capacity continued to increase, the total quantity of electricity overall power was in surplus, the monthly
centralized trading of electric power generation side had intense competition, the whole province's peak demand
for gas turbine power generation was limited, so the gas turbine power generation was still subject to large
restrictions. Although the company turned losses into gains in 2016 through the implementation of major asset
sales, which improved the company's asset quality and financial situation to a certain extent, the company's main
business and operating conditions did not fundamentally change. As a power company taking gas turbine power
generation as the main business, the company was still facing enormous pressure in production and operation
under the influence of still high fuel costs, limits in electric power generation, and other industrial common
problems.
During the reporting period, by taking the legitimate and standard operation and safety and environmental
protection as the premise and the improvement of management efficiency as the core objective, the company
orderly promoted all work as planned: the first is to pay close attention to safety production and environmental
and economic operation of subordinate power plants, and achieve the safe \"four no\" and environmental standards;
the second is to actively participate in the bilateral consultation transactions and monthly centralized competitive
transactions of the electricity market in Guangdong province so as to maximumly promote the production
efficiency; the third is to closely follow the national fiscal and monetary policy, broaden the financing channels,
optimize the assets and debt structure, and guarantee the company's capital chain security; the fourth is to
comprehensively carry out the cost-effective activities to further reduce the costs and strive to improve the
profitability of main business; the fifth is to cooperate with the government departments and related units to carry
out the preliminary work of land acquisition and storage, and make the greatest efforts to protect the interests of
shareholders and employees; the sixth is to seriously study the industrial policy, regulatory policies and industry
dynamics, combine with the national power system reform and energy structure optimization, actively look for
development opportunities of new projects related to the main business, and strive to explore approaches for the
company’s going concern and healthy development.
During the reporting period, the company did everything possible to improve the profitability of main business
深圳南山热电股份有限公司 2017 年半年度报告全文
and strived to improve the company's operating conditions, but the electricity price could not completely cover the
operating costs, resulting in an operating loss in the first half year. In the first half of 2017, the company achieved
operating income of RMB 872,962,700, net profit of RMB -22,629,000 attributable to shareholders of listed
companies, earnings per share of RMB -0.04, reduced losses of about 59% on a year-on-year basis.
II. Main business analysis
Found more in “I. Introduction” in “Discussion and Analysis of the Operation”.
Y-o-y changes of main financial data
In RMB
Y-o-y
Same period of
Current period increase/dec Reasons for changes
last year
rease
Operating revenue 872,962,697.33 697,688,267.08 25.12% Mainly due to the increase of generating revenue
The corresponding costs increased for soaring generating
Operating costs 827,761,559.33 639,919,822.75 29.35%
capacity
Server Company stop the trading business of oil-gas, and
there are no expenses occurred; the sludge disposal
Sales expenses 1,413,079.30 2,453,390.26 -42.40%
expenses from Shen Nan Dian Environment Company
declined
Administration
41,191,218.46 44,677,104.53 -7.80% The taxes expenses declined.
expenses
Finance expenses 31,679,390.45 96,448,656.12 -67.15% The loan scale drop greatly in the period
Total profit from Shen Nan Dian Engineering Company
Income tax expenses 920,495.87 1,085,010.53 -15.16%
declined
R & D revenue 0.00 0.00 --
Net cash flow
The enterprise income tax for year of 2016- 220 million
arising from -65,448,855.27 183,680,275.33 -135.63%
Yuan are paid in the period
operating activities
Net cash flow
The expenses of technical reform of CHP from Shen Nan
arising from -39,051,315.46 -10,793,452.51 261.81%
Dian Zhongshan Company increased
investment activities
Net cash flow
arising from -964,425,970.10 -94,007,456.64 925.90% The loans paid to Bank increased
financing activities
Net increase of cash Net cash flow arising from operation and financing
-1,069,082,845.45 78,992,283.10 -1453.40%
and cash equivalent activities declined
Constitution of main business
In RMB
深圳南山热电股份有限公司 2017 年半年度报告全文
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 industry 842,021,424.05 805,217,714.14 4.37% 26.47% 30.39% -2.87%
Engineering labor 8,009,910.63 6,823,762.90 14.81% 56.59% 24.74% 21.76%
Sludge drying 21,001,109.13 15,028,862.36 28.44% -17.68% -10.98% -5.39%
According to products
Power marketing 842,021,424.05 805,217,714.14 4.37% 26.47% 30.39% -2.87%
Engineering labor 8,009,910.63 6,823,762.90 14.81% 56.59% 24.74% 21.76%
Sludge drying 21,001,109.13 15,028,862.36 28.44% -17.68% -10.98% -5.39%
According to region
Shenzhen 469,038,193.54 446,580,150.51 4.79% 22.67% 38.69% -11.00%
Zhongshan 230,274,355.22 218,124,213.93 5.28% 25.04% 18.17% 5.51%
Dongguan 171,719,895.05 162,365,974.96 5.45% 32.16% 21.76% 8.08%
III. Analysis of the non-main business
√Applicable □ Not applicable
In RMB
Amount Ratio in total profit Note Whether be sustainable
Long-term equity investment
Investment income -1,019,420.00 3.42% Yes
income
Changes in fair
- -- -
value
Asset impairment -480,710.97 1.61% Bad debt losses switch back No
Non-operating
5,796.00 -0.02% Penalty incomes No
income
Non-operating Disposal of non-current
172,009.57 -0.58% No
expenditure assets
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of the Period End of same period of last year
Ratio changes Notes of major changes
Amount Ratio in Amount Ratio in
深圳南山热电股份有限公司 2017 年半年度报告全文
total assets total assets
Monetary fund 335,157,601.97 11.01% 1,415,550,406.02 32.44% -21.43% Repayment of bank loans
Account Increase in electricity
278,471,957.15 9.15% 166,808,672.42 3.82% 5.33%
receivable receivable
Inventory 85,411,086.12 2.81% 80,684,079.57 1.85% 0.96% -
Investment
2,900,509.11 0.10% 2,998,577.91 0.07% 0.03% -
property
Long-term equity
19,285,644.18 0.63% 20,305,064.18 0.47% 0.16% -
investment
1,483,246,258.4
Fix assets 48.74% 1,544,562,696.68 35.40% 13.34% Decrease in total assets
The expenses of technical
Construction in reform of CHP from Shen
41,288,936.94 1.36% 8,008,476.13 0.18% 1.18%
process Nan Dian Zhongshan
Company increased
Short-term loans 248,050,000.00 8.15% 796,840,000.00 18.26% -10.11% Repayment of bank loans
Long-term loans 26,940,000.00 0.89% 343,900,000.00 7.88% -6.99% Repayment of bank loans
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Assets rights restricted till end of the period
Not applicable.
V. Investment
1. Overall situation
In January 2010, the Company invested to CPI Jiangxi Nuclear Power Co., Ltd. in nuclear power project and holds 5% stake. As to
the end of the reporting period, the investment of the Company amounted to RMB 59, 315,000. The preparatory work of the project
is in progress.
2. The major equity investment obtained in the reporting period
□ Applicable √ Not applicable
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年半年度报告全文
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The Company had no securities investment in Period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in Period.
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company has no sales of major assets in Period-end.
2. Sales of major equity
□ Applicable √ Not applicable
VII. Analysis of main Holding Company and stock-jointly companies
In RMB
Industry Main products Register Operating Operating
Name Type Total assets Net Assets Net profit
involved or service capital revenue profit
Technology
development
regarding to
application of
remaining
heat
Shen Nan (excluding
RMB
Dian New Power restricted 277,071,574 162,189,64 123,257,499 28,431,721 28,431,721.
Subsidiary 113.85
Power industry items) and .21 8.84 .23 .14 14
million
Company power
generation
with
remaining
heat. Add:
power
generation
深圳南山热电股份有限公司 2017 年半年度报告全文
through
burning
machines.
Shenzhen
Shen Nan
Environm
Dian RMB 79 125,727,154 96,671,948. 21,001,109. 2,409,832. 3,212,489.0
Subsidiary ental Sludge drying
Environmen million .82 68 13 32
protection
t Protection
Co., Ltd.
Engaged in
the
technology
consultant
service of
gas-steam
combined
cycle power
plant
(station),
maintenance
and overhaul
Shenzhen
Engineeri of running
Shennandia
ng and equipment for
n Turbine RMB 10 17,635,515. 12,815,772. 8,009,910.6 -418,923.9
Subsidiary technical gas-steam -418,923.97
Engineering million 78 73 3
advisory combined
Technology
services cycle power
Co., Ltd.
plant
(station).
Import and
export of
goods and
technology
(excluding
distribution
and
monopolized
commodity of
the State)
Shenzhen Self-operation
Server of fuel oil or
RMB 53.3 138,510,697 101,939,01 -3,327,228. -3,325,598.
Petrochemic Subsidiary Energy import agent 501,462.84
million .51 6.91 77
al Supplying business;
Co., Ltd Trading(manu
深圳南山热电股份有限公司 2017 年半年度报告全文
facture,
storage and
transportation
excluded) of
diesel,
lubricating,
liquefied
petroleum
gas, natural
gas,
compressed
gas &
liquefied gas
and chemical
products(che
mical hazard
excluded);
investment,
construction
and technical
assistance of
relevant
supporting
facility of
liquefied
petroleum gas
and natural
gas; import
and export of
cargo and
technologies,
domestic
trading(mono
polized
commodity
and
commodity
under special
government
control
excluded);
leasing
business.
Licensing
深圳南山热电股份有限公司 2017 年半年度报告全文
project: fuel
oil
warehousing
(refined oil
products
excluded);
ordinary
freight, cargo
specific
transportation
(container)
and cargo
specific
transportation
(pot-type)
Power
generation by
burning
machines,
power
generation by
remaining
heat, power
supply and
heat supply
Shen Nan
(excluding
Dian
Power pipeline RMB 746.8 776,092,282 -60,348,668 230,866,147 -13,622,30 -13,385,377
(Zhongshan Subsidiary
industry network of million .96 .49 .88 5.89 .59
) Power Co.,
heat supply),
Ltd.
lease of dock
and oil
storage
(excluding oil
products,
dangerous
chemicals and
inflammable
and explosive
materials).
Shen Nan
Construction
Dian
Power and operation US $ 35.04 734,946,852 116,935,511 171,896,422 -12,478,36 -12,478,369
(Dongguan) Subsidiary
industry of natural gas million .49 .99 .01 9.20 .20
Weimei
power plants.
Electric
深圳南山热电股份有限公司 2017 年半年度报告全文
Power Co.,
Ltd
Shen Nan Oil product
Energy trading, spare US $ 0.9 345,038,107 342,519,98 -794,007.0
Subsidiary Trade 0 -794,007.00
(Singapore) part of the gas million .26 5.93
Co., Ltd. turbine agent
Development,
building &
operating and
management
of the nuclear
power project;
producing
electricity and
relevant
products;
foreign trade
CPI Jiangxi operation(excl
RMB
Nuclear Stock jointly Nuclear uding the 3,432,870,3 1,167,270,0
1167.27 / / /
Power Co., company power import and 68.44 00.00
million
Ltd. export
business of
cargo exercise
state-run
trading
management);
(except for
the projects
with special
permission
from the
State)
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Prediction of business performance from January – September 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
深圳南山热电股份有限公司 2017 年半年度报告全文
□ Applicable √ Not applicable
X. Risks and countermeasures
1. Main business: According to the judgment on the supply and demand trend of 2017 in Guangdong and Shenzhen electricity market,
the three subsidiary power plants will continue to suffer great pressures from production and operation because of single gas and
steam combined cycle power generation. The power dispatch department shall continue to execute the principle of economic dispatch
in the case that the electricity supply and demand situation of Shenzhen and Guangdong has still not had any fundamental changes,
so the space for generating more electricity from gas turbine units is quite limited; On the other hand, the pace of market-oriented
reform on the electricity has been stepped up, which making the market much more competitive and also bringing some opportunities
for gas turbine generation plant, with much more challenges followed as well. The Company will play an important role of
Guangdong gas turbine special committee, make an effort to seek support from grid corporations and governments at all levels,
striving for much more electricity generation. At the same time, by urging the subsidiary power plant to improve the reliability of
generation units, Dongguan Gaobu power plant is accelerating the implementation of combined heat and power generation project,
and Zhongshan Nam Long Power Plant is accumulating the experiences of bilateral negotiation trade and monthly competitive
trade, aims for creating better environment for more power generation.
2. Safety production: various degrees of ageing signs of the power generating equipment in the subsidiary power plants of the
Company continue to emerging, potential failures and security risks are increasing by years, which raise higher demands on
equipment management and service input; the age structure of the Company is gradually ageing, so their working enthusiasm and
sense of responsibility are getting weak, In addition that the Company is constantly getting involved in business distress, Nanshan
Thermal Power Plant is facing the risk of shut down because of the land purchasing and storage issue and the development prospects
of the Company are not clear yet, all of which have a negative effect on the working enthusiasm of the employees, has brought a
great challenge to the security management of the Company. The Company shall strengthen the maintenance and regular examination
of the equipment, enhance the security education and training of the employees, improve the responsibility system of safety
production, strictly implement safety management system, raise the awareness of safety and responsibility of personnel at all levels,
to ensure the normal operation of equipment and eliminate the potential failures and accidents in the bud.
3. Fuel procurement: the Company and its subsidiary Zhongshan Nam Long Power Plant and Dongguan Gaobu Power Plant have
respectively signed a long-term gas purchasing contract with Guangdong Trading Subsidiary and Zhuhai trading Subsidiary of China
National Offshore Oil Gas and Power Corporation (Referring to CNOOC). Even though the crude oil price of the international
market has declined in recent years, there are many uncertainties existed in the trend of future, which bring uncertainty to the gas
price linked with international oil price, meanwhile, it will have an effect on the execution of the contract for the reason of electric
quantity. The Company shall make all efforts to get the support from CNOOC in terms of gas price discount and contract execution,
striving to avoid relevant risks and take effective measures to minimize fuel costs.
4. Capital guarantee: Though the fiancial status has improved after sales of substantial assets and fund pressures are reduced,
however, in front of the firece operation situation, the Company has a deficit in first half of the year, the issues in financing and
soaring costs are counld not be solved radically. The company shall strengthen the communication with banks and other financial
institutions, striving for their supports of financing; on the other hand, we shall work hard to expand financing channels and raise
funds from multiple sides, to make sure the safety of the capital chain and minimize the financial expense.
5. The stability of the core professional: in the past over twenty years since established, the Company has attracted and cultivated a
group of professional personnel with higher quality in the major of gas turbine. Because of the operational losses in recent years, plus
the high living cost in Shenzhen, brain drain is becoming a serious issue to the Company, even though the current professional
personnel and management team are able to meet the demands of normal production, management and operation, it is not excluded
there is a possibility of brain drain before the operation situation of the Company has not got any fundamental improvement. The
Company will further enhance the management of human resources, improve the fixing post and salary distribution system,
深圳南山热电股份有限公司 2017 年半年度报告全文
reinforce the employee trainings and cultivation of backup professional personnel, and focus the limited resources on incenting the
core personnel teams. While standardizing management and improving working requirements, we shall pay attention to concern
employees with humanization, create a harmony and pleasant work atmosphere to strengthen the cohesive force of the Company.
6. On-going business: Although we achieved a dramatically reduction in losses in the first half year, the Company has appeared the
operating losses. Main business orientation and operation status of the Company has a fundamental shift. There is an uncertainty in
achiving the operation target for year of 2017, furthermore, Nanshan Themeral Plant has risks of close or relocation for the land
reserves in Qianhai, sustainable operation of the Company still faces major challenges. The Company shall improve the profitability
of its main business and overall operating efficiency by means of strengthening the management of stock assets. At the same time,
the Company shall actively explore diversified business modes and new development opportunities related to our main business, seek
for creating a sound condition for sustainable operation and health growth.
The Company reminds investors to pay attention to the above possible principal risks and other risks the Company may face, and
carefully make rational investment decisions.
深圳南山热电股份有限公司 2017 年半年度报告全文
Section V Important Events
I. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Shareholders’ General Meeting in the report period
Ratio of investor
Session of meeting Type Date Date of disclosure Index of disclosure
participation
“Resolution Notice
of Annual General
Meeting 2016”
No.:2017-025,
Annual General published on “China
AGM 38.96% 2017-04-21 2017-04-22
Meeting of 2016 Securities Journal”
“Securities Times”
“Hong Kong
Commercial Daily”
and Juchao Website
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
II. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the semi-annual year.
深圳南山热电股份有限公司 2017 年半年度报告全文
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
Type of
Commitment Commitmen Implementat
Commitments Promise commitme Content of commitments
date t term ion
nts
Commitments for
Share Merger
Reform
Commitments in
report of
acquisition or
equity change
Commitment made The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Related Information of
in the material Reorganization
assts The company and all the directors, supervisors and senior managers of our company promise to assure
reorganization of the truthfulness, accuracy and completeness of the related information of the reorganization as well as
The
transferring 75% the application documents. We make the following commitment that there is no false statement,
Company Until the
equity of misleading representation or material omission, and jointly and separately accept responsibilities. We
and whole completion
Shenzhong promise that all the signatures as well as seals are true and effective, and the copies are in agreement with
directors, Other 2016-10-31 of this major Completed
Properties the originals. We promise that all the information provided by our company and all the directors,
supervisors asset
Company and supervisors and senior managers of our company are true, correct and complete original written
and senior restructuring
Shenzhong Real information or copied information, and the copied information or the copies are in complete agreement
executives
Estate with the originals. The signatures and seals of all the documents are true without any false record,
Development misleading statement or major omissions. If the information is investigated by the judicial authority or
Company China's Securities Regulatory Commission because of any false record, misleading statement or major
respectively omissions in any of our information in this deal, all the shareholders of the boarders, supervisors and
深圳南山热电股份有限公司 2017 年半年度报告全文
senior managers of our company shall stop selling their shares, and shall hand in their account of the
shares and the written applications of stopping selling them to the board of directors within two working
days, and the board of directors will apply locking the information of the identity and account to the
Stock Exchange and registered clearing company; if beyond the time limit, after checking, the Boarder of
Directors will directly report the information of the identity and account to the Stock Exchange and
registered clearing company. If not, the stock exchange and registered clearing company will lock the
related shares directly. If there is anything that is illegal, the Boarder of Directors of the Company and all
the directors thereof promise the locked parts of shares shall be used for compensation.
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
As the counterparty of this recombination, Shenzhen Oufuyuan Technology Co., Ltd.(referred to as the
Oufuyuan
“company” in this paragraph) and the directors, supervisors and senior managers of our company make
Technology Until the
the following commitment: The information provided by our company as well as we ourselves are all
and whole completion
true, accurate and complete, without any false statement, misleading representation or material omission,
directors, Other 2016-10-31 of this major Completed
the copied information or the copies are in complete agreement with the originals and the signatures and
supervisors asset
seals of all the documents are true. If not, and if determined by the judiciary that we may cause any loss
and senior restructuring
to the related company, Shenzhen Nanshan Power Co., Ltd. or their investors, audit, evaluators or the
executives
agency of financial advisers or anything related, the company and we are willing to take any legal
responsibility.
The Commitment Letter of No Penalty and Credit Situation in the Last Three Years
The company and all the directors, supervisors and senior managers of our company make the following
The commitment: 1. The Company is under standardized operation during the last three years, so there is not
Company any illegal capital take-up or external guarantee or anything like that. 2. Since June 25, 2015 when the Until the
and whole company received \"the Supervision Letter on Shenzhen Nanshan Power Co., Ltd\" [2015] No. 69 issued completion
directors, Other by the company's management department of Shenzhen Stock Exchange, which was about not disclosing 2016-10-31 of this major Completed
supervisors the revision of performance forecast, the company and all the directors, supervisors and senior managers asset
and senior of our company have neither experienced any administrative penalty or criminal penalty, nor punished or restructuring
executives investigated by Shenzhen Stock Exchange or any other authorities. We have never been punished,
investigated or gone under custody by the Stock Exchange or Securities Regulatory Commission or any
other authorities. If there is anything wrong in the statement above, the Company and the Boarder of
深圳南山热电股份有限公司 2017 年半年度报告全文
Directors will jointly and separately accept any legal responsibilities related.
The Commitment Letter of No Penalty and Credit Situation in the Last Five Years
Oufuyuan
Oufuyuan Technology of Shenzhen (referred to as the “company” in this paragraph) and all the directors,
Technology Until the
supervisors and senior managers of The Company state solemnly to Shenzhen Nanshan Power Co., Ltd.
and whole completion
and the relevant intermediary that: 1. The Company and I personally haven’t experienced any
directors, Other 2016-10-31 of this major Completed
administrative penalty related to Stock Exchange or criminal penalty, and were never involved in any
supervisors asset
major civil action or arbitration matters related to finance. 2. We have never been punished, investigated
and senior restructuring
or gone under custody by China Securities Regulatory Commission or any other authorities as a result of
executives
not paying off huge debts or not fulfilling promises.
The Commitment Letter of Not Violating Rule No.13 of Interim Provisions on strengthening the
supervision of abnormal stock transactions related to the major asset restructuring of listed companies
Oufuyuan
Oufuyuan Technology of Shenzhen(referred to as the “company” in this paragraph) and all the directors,
Technology Until the
supervisors and senior managers of The Company make the following commitment: 1. The Company
and whole completion
and I personally haven’t been investigated or registered due to insider dealing in the major asset
directors, Other 2016-10-31 of this major Completed
restructuring of this transaction; 2. The Company and I personally haven’t been investigated or
supervisors asset
registered due to insider dealing in any major asset restructuring by
and senior restructuring
China Securities Regulatory Commission or any other authorities in the last thirty-six months. If
executives
The Company or I break the above promise, The Company or I will surely bear the loss caused to
Shenzhen Nanshan Power Co., Ltd.
The Commitment Letter of Not Existing Related Relation
Oufuyuan
As the counterparty of this transaction, Oufuyuan Technology of Shenzhen(referred to as the “company”
Technology
in this paragraph) makes the following commitment: The company and all the directors, supervisors ,
and whole Until the
senior managers of our company, the actual controller of The Company have no incidence relation with
directors, completion
the directors, supervisors , senior managers of Shenzhen Nanshan Power Co., Ltd. or any shareholder
supervisors, Other 2016-10-31 of this major Completed
holding more than 5% of the shares of Shenzhen Nanshan Power Co., Ltd.(including Shenzhen Energy
senior asset
Co., Ltd., HONG KONG NAM HOI (INTERNATIONAL) LTD, Shenzhen Guangju Industrial Co., Ltd)
executives restructuring
as well as Shenzhong Property Company or Shenzhong Development Company, so there is no connected
and actual
transaction. If the above statement is not true, The Company and I personally will take the related
controller
responsibilities.
深圳南山热电股份有限公司 2017 年半年度报告全文
The
The Commitment Letter of Not Existing Connected Relation
Company Until the
The company and all the directors, supervisors, senior managers of The Company makes the following
and whole completion
commitment: The company and all the directors, supervisors , senior managers of The Company have
directors, Other 2016-10-31 of this major Completed
no incidence relation with the counterparty of this transaction, Oufuyuan Technology of Shenzhen, so
supervisors asset
there is no connected transaction. If the above statement is not true, The Company and I personally will
and senior restructuring
take the related responsibilities.
executives
Shenzhong
The Commitment Letter of Not Existing Connected Relation
Properties Until the
Company, Shenzhong Properties Company and Shenzhong Real Estate Development Company (referred to as the completion
Shenzhong Other “company” in this paragraph) as the target company in this reorganization, we makes the following 2016-10-31 of this major Completed
Real Estate commitment: the Company have no incidence relation with the counterparty of this transaction, asset
Developmen Oufuyuan Technology of Shenzhen, so there is no connected transaction. If the above statement is not restructuring
t Company true, The Company and I personally will take the related responsibilities.
Shenzhen
Energy The Commitment Letter of Not Existing Connected Relation
Until the
Group Co., Shenzhen Energy Group Co., Ltd. Co., Ltd., NAM HOI and Guangju Industrial (referred to as the
completion
Ltd. Co., “company” in this paragraph) as the shareholder of Shen Nan Dian, with over 5% shares held, we makes
Other 2016-10-31 of this major Completed
Ltd., NAM the following commitment: the Company have no incidence relation with the counterparty of this
asset
HOI, transaction, Oufuyuan Technology of Shenzhen, so there is no connected transaction. If the above
restructuring
Guangju statement is not true, The Company and I personally will take the related responsibilities.
Industrial
The Commitment Letter of the Legitimateness of the Sources of Funds
As the counterparty of this transaction, Oufuyuan Technology of Shenzhen (referred to as the “company” Until the
in this paragraph) makes the following commitment: The company's transferee of the equity interest paid completion
Oufuyuan
Other and the repayment of interest and the interest and other related debt funds are all from the company's 2016-10-31 of this major Completed
Technology
own funds or raised legally. All the sources of funds are legal, and have effective and full right of asset
disposal, which is in agreement with the rules of China Securities Regulatory Commission or any other restructuring
related laws or rules.
深圳南山热电股份有限公司 2017 年半年度报告全文
The Commitment Letter of Not Violating Rule No.13 of Interim Provisions on strengthening the
The supervision of abnormal stock transactions related to the major asset restructuring of listed companies
Company The company and all the directors, supervisors, senior managers of The Company make the following Until the
and whole commitment: 1. The Company and I personally haven’t been investigated or registered due to insider completion
directors, Other dealing in the major asset restructuring; 2. The Company and I personally haven’t been investigated or 2016-10-31 of this major Completed
supervisors registered due to insider dealing in any major asset restructuring by China Securities asset
and senior Regulatory Commission or any other authorities in the last thirty-six months. If The Company or I break restructuring
executives the above promise, The Company or I will surely bear the loss caused to Shenzhen Nanshan Power Co.,
Ltd.
The Commitment Letter of the Restructuring Involving the Real Estate Business
The whole Until the
All the directors, supervisors and senior managers of The Company make the following commitment: If
directors, completion
the target company proposed to be sold in this recombination were punished or investigated for illegal
supervisors Other 2016-10-31 of this major Completed
actions like undisclosed idle land, real estate speculation, insisting on a conservative way in selling a real
and senior asset
estate or price rigging, and caused any loss to The Company or investors, I will surely compensate the
executives restructuring
loss caused according to the demand of relevant laws or rules or securities regulatory authority .
The Commitment Letter of the Integrity of the Underlying Assets
As the seller of this major assets reorganization, The company makes the following commitment: 1. The
company legally holds the underlying assets, and there is no case of entrusted ownership, trust holdings
or any other third party that holds shares; There is no pledge, guarantee or any third party rights in the
underlying assets and there is no situation of dispute, judicial security measures or enforcement
Until the
measures, such as restrictions, block or prohibition of the transfer. 2. The company makes the following
completion
The commitment: If the underlying assets cannot be transferred or processed for necessary changes because
Other 2016-10-31 of this major Completed
Company the company has no right to dispose of assets, or other rights are limited due to the underlying assets of
asset
the underlying asset ownership cannot be transferred or shall go through the modification formalities, the
restructuring
company is willing to bear the corresponding legal responsibility in the right to judicial departments
according to their authority after confirmation of the losses caused by the related parties. 3. By the date
of this letter of commitment issued, Shenzhong Property Company and Shenzhong Development
Company have no situation of false investment or anything that affects its legal existence, and there are
no pending or foreseeable litigations, arbitrations or administrative penalties affecting this transaction.
深圳南山热电股份有限公司 2017 年半年度报告全文
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
Shenzhong Properties Company (referred to as the “company” in this paragraph) makes the following
commitment: 1. The information related to this transaction provided by The Company are all true,
accurate and complete, without any false statement, misleading representation or material omission,; 2. Until the
Shenzhong We promise that all the information provided by The Company are true, correct and complete original completion
Properties Other written information or copied information, and the copied information or the copies are in complete 2016-10-31 of this major Completed
Company agreement with the originals. The signatures and seals of all the documents are true without any false asset
record, misleading statement or major omissions. 3. The illustrations The Company provides are all true, restructuring
correct and complete without any false record, misleading statement or major omissions; 4. The
Company jointly and severally accepts responsibilities as to the truthfulness, accuracy and completeness
of the content of this report.
The Commitment Letter of No Illegal or Irregular Behaviors in the Last Three Years
Shenzhong Properties Company (referred to as the “company” in this paragraph) promises: 1. The
Company has never done anything that is greatly illegal or irregular, and has never received any
Until the
administrative punishment or criminal punishment. 2. The Company has never been punished as a result
Shenzhong completion
of violating the National Industrial Policy or the laws or rules related to environment protection, land
Properties Other 2016-10-31 of this major Completed
administration, or anti-monopoly. 3. The Company has neither been investigated by competent
Company asset
administrative authorities like China Securities Regulatory Commission because of illegal actions nor
restructuring
investigated by judicial authorities.4.The Company has no unfinished or any foreseen major court case or
arbitration matters related to this transaction. 5. The Company does not have any matter that may
influence the guarantee of operating capacity or commitment.
Whole The Commitment Letter of No Major Violation of Relevant Laws
directors, As the directors, supervisors and senior managers of Shenzhong Property Company, we make the
Until the
supervisors following commitment: 1. I have never done anything that is greatly illegal or irregular, and have never
completion
and senior received any administrative punishment or criminal punishment or arbitration related to finance. 2. I have
Other 2016-10-31 of this major Completed
executives never been investigated or registered because of inter-transaction of restructuring major assets and have
asset
of no unfinished cases. I haven’ neither been punished or investigated by competent administrative
restructuring
Shenzhong authorities like China Securities Regulatory Commission or the Stock Exchange because of illegal
Properties actions like not repaying major debts or not fulfilling commitments or inter-transaction of restructuring
深圳南山热电股份有限公司 2017 年半年度报告全文
Company major assets nor given criminal sanctions by judicial authorities according to law.
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
Shenzhong Real Estate Development Company (referred to as the “company” in this paragraph) makes
the following commitment: 1. The information related to this transaction provided by The Company are
all true, accurate and complete, without any false statement, misleading representation or material Until the
Shenzhong
omission,; 2. We promise that all the information provided by The Company are true, correct and completion
Real Estate
Other complete original written information or copied information, and the copied information or the copies are 2016-10-31 of this major Completed
Developmen
in complete agreement with the originals. The signatures and seals of all the documents are true without asset
t Company
any false record, misleading statement or major omissions. 3. The illustrations The Company provides restructuring
are all true, correct and complete without any false record, misleading statement or major omissions; 4.
The Company jointly and severally accepts responsibilities as to the truthfulness, accuracy and
completeness of the content of this report.
The Commitment Letter of No Illegal or Irregular Behaviors in the Last Three Years
Shenzhong Real Estate Development Company (referred to as the “company” in this paragraph) makes
the following commitment: 1. The Company has never done anything that is greatly illegal or irregular,
Until the
Shenzhong and has never received any administrative punishment or criminal punishment. 2. The Company has
completion
Real Estate never been punished as a result of violating the National Industrial Policy or the laws or rules related to
Other 2016-10-31 of this major Completed
Developmen environment protection, land administration, or anti-monopoly. 3. The Company has neither been
asset
t Company investigated by competent administrative authorities like China Securities Regulatory Commission
restructuring
because of illegal actions nor investigated by judicial authorities. 4. The Company has no unfinished or
any foreseen major court case or arbitration matters related to this transaction. 5. The Company does not
have any matter that may influence the guarantee of operating capacity or commitment.
Whole The Commitment Letter of No Major Violation of Relevant Laws
directors, As the directors, supervisors and senior managers of Shenzhong Development Company, we make the Until the
supervisors following commitment: 1. I have never done anything that is greatly illegal or irregular, and has never completion
and senior Other received any administrative punishment or criminal punishment or arbitration related to finance. 2. I have 2016-10-31 of this major Completed
executives never been investigated or registered because of inter-transaction of restructuring major assets and have asset
of no unfinished cases. I haven’ neither been punished or investigated by competent administrative restructuring
Shenzhong authorities like China Securities Regulatory Commission or the Stock Exchange because of illegal
深圳南山热电股份有限公司 2017 年半年度报告全文
Real Estate actions like not repaying major debts or not fulfilling commitments or inter-transaction of restructuring
Developmen major assets nor given criminal sanctions by judicial authorities according to law.
t Company
The Letter On the Equity Transfer Agreement under the Relevant Security Arrangements and The
Commitment Letter of Expansion of the Scope of Real Estate Collateral
Oufuyuan Technology of Shenzhen (referred to as the “company” in this paragraph) promises: 1. The
company agrees and promises to have Shenzhong Development Company issue the letter of
commitment to Shenzhen Nanshan Power Co., Ltd. to Nanshan Power Company and Xingzhong Group,
and promises to allow the scope of the guarantee for the above mentioned real estate mortgage to be
extended to be all the obligations of the company that have to be fulfilled according to the \"Equity
Transfer Agreement\" and its supporting transaction documents (Including the obligations agreed upon in
Article 4,5 and the second part of Article 6 in paragraph 2 of the\" Equity Transfer Agreement \"), and
the term of the mortgage continues until the date of the cancellation of the mortgage. 2. I hope Shenzhen
Oufuyuan Nanshan Power Co., Ltd. and Xingzhong Group can complete the provisions of Article 4 and 5 of the
Until the
Technology, \"Equity Transfer Agreement\" in the company that is about the replacement guarantee of the joint
completion
Shenzhong responsibility that Shenzhen Nanshan Power Co., Ltd provides to Zhongshan Branch of Huaxia Bank
Other 2016-10-31 of this major Completed
Real Estate Limited on behalf of \"Shuimunianhua Garden Project\" of Shenzhong Property Company and can
asset
Developmen provide RMB 420156083.84 of interest payable in paragraph 2 (Part 2) of Article 6 of the Equity
restructuring
t Company Transfer Agreement and the effective legal guarantee corresponding to the interest(including but not
limited to bank performance bond and assets cover ) and submit the application documents for the
cancellation of the mortgage of the original mortgage of Shenzhen Development Company to Zhongshan
Real Estate Mortgage Registration Authority five working days after that.
Shenzhong Real Estate Development Company (referred to as the “company” in this paragraph) makes
the following commitment: From the date of the issue of this letter, the “seven places ten rooms”
mortgage guarantee our company provided( The details can be seen in (six) the main assets, liabilities
and external guarantees\" of the \"1 major assets,\" in the second part “Shenzhong Development Company”
of the fourth chapter\" the basic situation of \"transactions\" in \"The report of the sale of major assets of
Shenzhen Nanshan Power Limited(Revised version), released on 16 Nov. 2016 \") has extended to the
obligations that Oufuyuan Technology should fulfill but have not fulfilled according to transaction
深圳南山热电股份有限公司 2017 年半年度报告全文
documents (Including the obligations agreed upon in Article 4.5 and the second part of Article 6 in
paragraph 2 of the\" Equity Transfer Agreement \"), and the term of the mortgage continues until the date
of the cancellation of the mortgage.
Commitments
make in initial
public offering or
re-financing
Equity incentive
commitment
Other
commitments for
medium and small
shareholders
Implemented or
Yes
not (Y/N)
深圳南山热电股份有限公司 2017 年半年度报告全文
IV. Appointment and non-reappointment (dismissal) of CPA
Financial report has been audit or not
□ Yes √ No
Not been audited
V. Explanation from Board of Directors, Supervisory Committee for “Qualified Opinion”
that issued by CPA
□ Applicable √ Not applicable
VI. Explanation from the Board for “Qualified Opinion” of last year’s
□ Applicable √ Not applicable
VII. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in Period.
深圳南山热电股份有限公司 2017 年半年度报告全文
VIII. Lawsuits
Material lawsuits and arbitration
√Applicable □ Not applicable
Amount of
money The results and Execution of the
Predicted Advances in litigation
The basic situation of litigation (Arbitration) involved effects of litigation litigation Disclosure date Disclosure index
liabilities (Arbitration)
(RMB’0000 (Arbitration) (Arbitration)
)
As Sinopec CNOOC shipping fuel supply Co., Ltd. 5,112.82 No At the end of December The amount On 24 January 1 March The details can be
(hereinafter referred to as Sinopec China Shipping 2016, Server Company received by Server 2017, Server 2016; 25 seen in
Company) owed RMB 51,128,173.60 in the purchase of the received the \"Civil Company will Company received August Announcement on
company and delayed repayment, on 24 February 2016 Judgment\" [(2016) increase RMB a total of RMB 2016; 10 the litigation
Server Company filed the Whampoa District People's Yue01MZ No. 15716] 3,340,300 to the 55,696,080.66 September matters of
Court of Guangzhou a civil complaint and other related from the Intermediate company's net profit (including 2016; 31 Shenzhen energy
documents. On 16 May Whampoa Guangzhou District People's Court of attributable to payment for goods December resources Co.,
People's court heard the case. On 23 August, Server Guangzhou, shareholders of owed 2016; 26 Ltd. And On the
Company received the \"Civil Judgment\" [(2016) Guangdong, dismissed Listed Companies in RMB51,128,173.6 January 2017 progress of the
Yue0112MC No.858] from the Whampoa District the appeal and affirmed 2016, and will 0, overdue interest proceedings of the
People's Court of Guangzhou, and judged that Sinopec the original judgment. increase RMB RMB Shenzhen energy
China Shipping Company should pay Server Company On 24 January 2017, 86,800 to the 4,259,767.06, resources Co.,
RMB 51,128,173.60 and the loss of interest on overdue Server Company company's net profit acceptance fee of Ltd. on China
payment within ten days since the judgment took effect, and received a total of RMB attributable to the first instance Securities ,
bear the case acceptance fee and property preservation fee. 55,696,080.66 shareholders of of case RMB Securities Times
At the beginning of September 2016, Sinopec China (including payment for Listed Companies in 303,140.00 and and Hong Kong
Shipping Company refused to accept the \"Civil goods owed 2017. property Commercial Daily
Judgment\" [(2016)Yue0112MC No.858] from the RMB51,128,173.60, preservation fee and the Juchao
Whampoa District People's Court of Guangzhou as final, overdue interest RMB RMB Information
深圳南山热电股份有限公司 2017 年半年度报告全文
so they submitted a civil complaint to the Whampoa 4,259,767.06, 5,000.00 )from website. Notice
District People's Court of Guangzhou, and appealed to the acceptance fee of the Sinopec China number :
Intermediate People's Court of Guangzhou, Guangdong. At first instance of case Shipping 2016-007,
the end of December 2016, Xifu Company received the RMB 303,140.00 and Company in 2016-061,
\"Civil Judgment\" [(2016) Yue 01 MZ No. 15716] from the property preservation accordance with 2016-073,
Intermediate People's Court of Guangzhou, Guangdong, fee RMB the final judgment 2016-118,
dismissed the appeal and affirmed the original judgment. 5,000.00 )from Sinopec of Guangzhou 2017-003.
On 24 January, 2017, Server Company received a total of China Shipping intermediate
RMB 55,696,080.66 from Sinopec China Shipping Company in people's Court of
Company in accordance with the final judgment of accordance with the Guangdong. Thus,
Guangzhou Intermediate People's Court of Guangdong. final judgment of the proceedings of
Thus, the proceedings of the case of Server Company came Guangzhou intermediate the case of Server
to an end. people's Court of Company came to
Guangdong. Thus, the an end.
proceedings of the case
of Server Company
came to an end.
深圳南山热电股份有限公司 2017 年半年度报告全文
IX. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in Period.
X. Integrity of the Company and its controlling shareholders and actual controllers
□ Applicable √ Not applicable
XI. Implementation of the Company’s stock incentive plan, employee stock ownership plan or
other employee incentives
□ Applicable √ Not applicable
The Company has no equity incentive plan, employee stock ownership plans or other employee incentives in Period.
XII. Major related transaction
1. Related transaction with routine operation concerned
□ Applicable √ Not applicable
The Company had no related transaction with routine operation concerned in Period.
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in Period.
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in Period.
4. Contact of related credit and debt
√Applicable □ Not applicable
Whether has non-operational contact of related liability and debts or not
√ Yes □ No
Claim receivable from related party:
Whether Balance at
Current Current Current Ending
Related Relationshi has period-begi
Causes newly recovery Interest rate interest balance (10
party p non-busines n (10
added (10 (10 thousand
s capital thousand
深圳南山热电股份有限公司 2017 年半年度报告全文
occupying Yuan) (10 thousand thousand Yuan)
or not thousand Yuan) Yuan)
Yuan)
Routine
New Power
Subsidiary current N -10,694.79 19,115.19 18,369.80 -9,949.40
Company
account
Shen Nan
Routine
Dian
Subsidiary current N 54,758.38 10,000.00 0.00 7.00% 1,627.41 66,385.79
Zhongshan
account
Company
Shen Nan
Routine
Dian
Subsidiary current N 17,653.76 10,000.00 7.00% 618.33 28,272.09
Dongguan
account
Company
Shen Nan
Dian
Routine
Environme
Subsidiary current N 1,604.44 585.81 1143.03 7.00% 8.63 1,055.85
nt
account
Protection
Company
Routine
Singapore
Subsidiary current N 145.69 145.69
Company
account
Influence on business
performance and
financial status of the Current assets RMB 224.4254 million increased in the Period.
Company from related
liabilities
Debts payable to related party:
Balance at Current Current Current Ending
period-begin newly added recovery interest balance (10
Related party Relationship Causes Interest rate
(10 thousand (10 thousand (10 thousand (10 thousand thousand
Yuan) Yuan) Yuan) Yuan) Yuan)
Routine
Server
Subsidiary current 2,000.00 7,000.00 2,004.29 5.60% 75.09 7,070.80
Company
account
Routine
Syndisome
Subsidiary current 384.27 4.10 13.03 375.34
Company
account
Influence on business
Current liability RMB 50.6187 million increased in the Period
performance and financial
深圳南山热电股份有限公司 2017 年半年度报告全文
status of the Company from
related debts
5. Other related transactions
√Applicable □ Not applicable
On 23 February 2017, The Company held the eighteenth interim meeting of the board of directors by the way of communication
voting, and considered and adopted \"On the signing of a motor vehicle insurance agreement with Yongcheng property insurance
Limited by Share Ltd\"(hereinafter referred to as \"Yongcheng insurance\"), which allows the company and its subsidiaries to sign a
2017 annual motor vehicle insurance agreement with the insurance company and empowered the chairman of the board of directors
of the company and the chairman of the board of directors or general manager of the subsidiaries to sign the motor vehicle
insurance agreement of the year 2017. The total amount of the Agreement amounted to RMB 403,596, and the term of agreement is
one year. As the company's chief executive officer, Mr. Zhao Xiangzhi served as chief executive officer of Yongcheng Insurance,
according to the Provisions of the Stock Listing Rules of the Shenzhen Stock Exchange, the transaction between the company and
Yongcheng Insurance constitutes a related party transaction.
Inquiry in website
Temporary notice Disclosure date Disclosure Website
Found more in the Notice of Related
Transaction with Alltrust Property Insurance
Company Ltd.( Notice No.: 2017-006 )
Notice of Related Transaction with Alltrust
2017-2-25 released on China Securities Journal,
Property Insurance Company Ltd.
Securities Times, Hong Kong Commercial
Daily and Juchao Website Notice No.:
2017-006
XIII. Non-business capital occupying by controlling shareholders and its related parties
□ Applicable √ Not applicable
No non-business capital occupied by controlling shareholders and its related parties in Period.
XIV. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
√Applicable □ Not applicable
In line with the Genset Asset Trusteeship Contract of Shenzhen New Power Industrial Co., Ltd. signed with New Power Company in
December 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 0.5247 million was obtained by the Company in reporting
period.
深圳南山热电股份有限公司 2017 年半年度报告全文
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in Period.
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in Period.
2. Major guarantees
√Applicable □ Not applicable
(1) Guarantees
In 10 thousand Yuan
Particulars about the external guarantee of the Company (Barring the guarantee for subsidiaries)
Guarante
Related
Actual date of e for
Name of the Announce
Guarantee happening (Date Actual Guarantee Guarantee Implemen
Company ment related
of signing guarantee limit type term
guaranteed disclosure limit ted (Y/N)
agreement) party
date
(Y/N)
Guarantee of the Company for the subsidiaries
Guarante
Related
e for
Name of the Announce Actual date of Actual
Guarantee Guarantee Guarantee Implemen
Company ment happening (Date of guarantee related
type term
guaranteed disclosure limit signing agreement) limit ted (Y/N)
party
date
(Y/N)
Shen Nan Dian
General
Zhongshan 2016-04-01 20,000 2016-5-11 8,740 2-year N Y
assurance
Company
Shen Nan Dian General
2016-04-01 10,000 2016-08-25 955 1-year Y Y
assurance
Zhongshan
深圳南山热电股份有限公司 2017 年半年度报告全文
Company
Shen Nan Dian
General
Zhongshan 2017-03-28 4,400 2017-05-27 2,594 5-year N Y
assurance
Company
Shen Nan Dian
General
Zhongshan 2017-03-28 5,000 2017-04-13 1,850 1-year N Y
assurance
Company
Shen Nan Dian
General
Dongguan 2017-03-28 10,000 2017-04-11 5,000 1-year N Y
assurance
Company
Shen Nan Dian
General
Dongguan 2016-04-01 13,500 2017-03-14 3,500 1-year N Y
assurance
Company
Shen Nan Dian
General
Dongguan 2015-04-25 20,000 2015-09-22 9,200 2-year N Y
assurance
Company
Shen Nan Dian 2016-04-01
General
Dongguan 10,000 2016-12-15 3,500 1-year N Y
assurance
Company
Shen Nan Dian 2016-04-01
General
Dongguan 5,000 2017-03-03 5,000 1-year N Y
assurance
Company
Shen Nan Dian 2017-03-28
General
Dongguan 5,000 2017-04-25 5,000 1-year N Y
assurance
Company
Total amount of approving Total amount of actual
guarantee for subsidiaries in 102,900 occurred guarantee for 45,339
report period subsidiaries in report period
Total amount of approved 102,900 Total balance of actual 45,339
深圳南山热电股份有限公司 2017 年半年度报告全文
guarantee for subsidiaries at the guarantee for subsidiaries at
end of reporting period the end of reporting period
Guarantee of the subsidiary for the subsidiaries
Guarante
Related
Actual date of e for
Name of the Announce
Guarantee happening (Date Actual Guarantee Guarantee Implemen
Company ment related
of signing guarantee limit type term
guaranteed disclosure limit ted (Y/N)
agreement) party
date
(Y/N)
Total amount of guarantee of the Company
Total amount of actual
Total amount of approving
102,900 occurred guarantee in report 45,339
guarantee in report period
period
Total amount of approved Total balance of actual
guarantee at the end of report 102,900 guarantee at the end of report 45,339
period period
The proportion of the total amount of actually guarantee in the
23.61%
net assets of the Company
Including:
Amount of guarantee for shareholders, actual controller and its
-
related parties
The debts guarantee amount provided for the guaranteed
parties whose assets-liability ratio exceed 70% directly or 45,339
indirectly
Proportion of total amount of guarantee in net assets of the
Company exceed 50%
Total amount of the aforesaid three guarantees 45,339
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated
N/A
procedures (if applicable)
Explanation on guarantee with composite way
(2) Guarantee outside against the regulation
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年半年度报告全文
No entrust financing and entrust loans for the Company in reporting period.
深圳南山热电股份有限公司 2017 年半年度报告全文
3. Other material contracts
√Applicable □Not applicable
The
book The
value of assessed Name
The date the value of of the The base
The name The name contr Incide
of assets the assets evalua date Bargain Whether
of the of the act Pricing nce The performance by The date of
signatur involved involved tion evaluati price(RMB’ connected Index
contractin contracted obje principles relatio the end of the term disclosure
e of the in the in the organi on (if 0000) transaction
g company company ct n
contract contract( contract(R zation( any)
RMB’00 MB’0000) if any)
00)(if (if any)
any)
The China Liqu 2013-01 Composed of Composed N Not The relevant 2012-12-15 Notice of Purchasing
Company offshore efied -15 liquefied natural of liquefied applic contract is now in Changyue Natural Gas
oil and gas natur gas prices, the natural gas able operation (Notice No.: 2012-054)
Refco al cost of prices, the released on China
Group Ltd gas integrated cost of Securities Journal,
Guangdon services and tax. integrated Securities Times, Hong
g Branch services and Kong Commercial Daily
tax. and Juchao Website
深圳南山热电股份有限公司 2017 年半年度报告全文
Shenzhen CNOOC Liqu 2013-12 Composed of Composed N Not The relevant 2013-11-30 Notice of Major
Nanshan Refco efied -21 liquefied natural of liquefied applic contract is now in Contract (Notice No.:
Power Group Ltd natur gas prices, the natural gas able operation 2013-044) released on
Co., Ltd Guangdon al cost of prices, the China Securities
Dongguan g Branch gas integrated cost of Journal, Securities
Company services and tax. integrated Times, Hong Kong
services and Commercial Daily and
tax. Juchao Website
Shenzhen CNOOC Liqu 2014-05 Composed of Composed N Not The relevant 2014-04-25 Notice of Major
Nanshan Refco efied -31 liquefied natural of liquefied applic contract is now in Contract (Notice No.:
Power Group Ltd natur gas prices, the natural gas able operation 2014-030) released on
Co., Ltd Zhuhai al cost of prices, the China Securities
Zhongsha Branch gas integrated cost of Journal, Securities
n services and tax. integrated Times, Hong Kong
Company services and Commercial Daily and
tax. Juchao Website
The Oufuyuan 2016 - -89,801. 4,464.0 0 Pengxi 201 6 - 6 The underlying RMB1030 N N On April 14, 2017, 2016-8-13; Relevant notice with
company Technolog 75% 11 - 23 88 n - 30 asset pricing of million in accordance with 2016-8-29; material assets
y Co., Ltd. of Evalua the transaction is the Equity Transfer reorganization found
Agreement, 2016-9-7;
stake tion based on an more in the follow
of independent Oufuyuan 2016-9-19; notices (No.: 2016-049,
Shen assessment of Technology paid the 2016-9-23; 2016-063, 2016-068,
深圳南山热电股份有限公司 2017 年半年度报告全文
zhon Pengxin, an remaining payables 2016-10-18; 2016-074, 2016-077,
g evaluation of RMB 2016-11-16; 2016-078, 2016-079,
Prop institution with 420,156,083.84 2016-11-23; 2016-084, 2016-102,
erty securities (including the 2016-103, 2016-104,
2016-12-1;
Com business amount of RMB 2016-107, 2016-113,
pany qualifications, 331,066,153.79 that 2016-12-24; 2016-114, 2016-116,
held and the should be paid to the 2017-4-18; 2017-024, 2017-032,
by transaction price company and 2017-5-12; 2017-033, 2017-034) on
the is based on the holding subsidiaries 2017-5-17; China Securities
com final result of and the amount of Journal, Securities
2017-5-18.
pany the listing and RMB 89,089,930.05 Times, Hong Kong
and auction of the that should be paid Commercial Daily and
75% Shenzhen Stock to Xingzhong Juchao Website
of Exchange. Group) and the
the newly increased
stake interest after June
of 30, 2016. Up to May
Shen 18, 2017, the
zhon industrial and
g commercial
Dev registration of
elop changes about the
ment transfer of the
深圳南山热电股份有限公司 2017 年半年度报告全文
Com underlying assets in
pany this major asset sale
to Oufuyuan
Technology has
been completed, the
transaction cost has
been paid in
accordance with the
Equity Transfer
Agreement, and the
relevant joint
guarantee liability
and real estate
mortgage
registration
procedures have
been relieved which
are in line with the
\"Equity Transfer
Agreement\" and
relevant laws,
regulations and
regulatory
深圳南山热电股份有限公司 2017 年半年度报告全文
documents. This
contract has been
completed.
深圳南山热电股份有限公司 2017 年半年度报告全文
XV. Social responsibility
1. Fulfill the precise social responsibility for poverty alleviation
The Company has no precision poverty alleviation temporary in the year, and no subsequent program either
2. Major environmental protection
The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department
Yes
Pollutant
Distribution
Enterprise Main Number of Emission discharge Total
Way of of the Total Excessive
or pollutant discharge concentratio standard approved
discharge discharge discharge emission
subsidiary and features outlet n implemente emissions
outlet
d
In plant area
Shenzhen Concentrate of
Nanshan emission Nanshan <25 mg. GB13223-2
Oxynitride 2 68.3 ton 280 ton 0
Power Co., from boiler Thermal /m 011
Ltd. uptake Power
Plant
Shenzhen Concentrate In plant area
New Power emission of Nanshan <25 mg. GB13223-2
Oxynitride 1 34.2 ton 140 ton 0
Industrial from boiler Thermal /m 011
Co., Ltd. uptake Power Plant
Shen Nan
Dian Concentrate
In plant area <25 mg.
(Dongguan) emission GB13223-2
Oxynitride 2 of Gaobu 21.3 ton 438.9 ton 0
Weimei from boiler
Power Plant /m
Power Co., uptake
Ltd.
Shen Nan
Concentrate In plant area
Dian <25 mg.
emission of Nam GB13223-2
(Zhongshan Oxynitride 2 35.48 ton 824.4 ton 0
) Power
from boiler Long Power /m
uptake Plant
Co., Ltd.
Construction and operation of the pollution controlling instruments
After the company’s three subordinate power plants completed the \"oil to gas\" and \"low nitrogen combustion
system improvement\" a few years ago, the main pollutant is nitrogen oxides in exhaust gas, other pollutant
emission is almost zero. The three power plants have installed on-line flue gas monitoring system for the waste
heat boilers, commissioned the qualified specialist agency for management and operation, and effectively and
real-timely networked with environmental protection department who has verified that all environmental
emissions indicators of these three power plants meet the current national standards.
XVI. Other major events
√Applicable □ Not applicable
1.Transfer the major asset sale of stock rights held in Shenzhong Real Estate Company and Shenzhong
Development Company. On April 14, 2017, in accordance with the Equity Transfer Agreement, Oufuyuan
深圳南山热电股份有限公司 2017 年半年度报告全文
Technology paid the remaining payables of RMB 420,156,083.84 (including the amount of RMB 331,066,153.79
that should be paid to the company and holding subsidiaries and the amount of RMB 89,089,930.05 that should be
paid to Xingzhong Group) and the newly increased interest after June 30, 2016. As of the end of the reporting
period, the industrial and commercial registration of changes about the transfer of the underlying assets in this
major asset sale to Oufuyuan Technology has been completed, the transaction cost has been paid in accordance
with the Equity Transfer Agreement, and the relevant joint guarantee liability and real estate mortgage registration
procedures have been relieved which are in line with the Equity Transfer Agreement and relevant laws,
regulations and regulatory documents (See details on the Notice on Progress of Major Asset Sale, Report on
Implementation of Major Asset Sale, and Notice on Transfer Results of Underlying Asset of Major Asset Sale that
the company disclosed on China Securities Journal, Securities Times, Hong Kong Commercial Daily and
www.cninfo.com.cn on April 18, 2017, May 12, 2017, and May 17, 2017, notice number: 2017-024, 2017-032,
2017-033, 2017-034).
2.T102-0011, T102-0155 land acquisition and storage. During the reporting period, according to the resolution of
the 11th Extraordinary Meeting of the 7th Board of Directors on September 5, 2016, the company set up a special
working group on land acquisition and storage projects to cooperate with government departments and relevant
units to carry out relevant preliminary work of land acquisition and storage, participate in relevant work meetings,
and collect and arrange relevant information. On February 7, 2017, the company received the letter about
Shenzhen Qianhai Investment Holding Company asking to offer the ownership data of Nanshan Power Plant and
verify the draft mapping report and assess the site survey data (SQKH No. [2017] 28), required the company to
check and reply the draft mapping report, the summary sheet about the assessment of the company’s site survey of
the relocation and the inventory data about nursery stock, and the second renovation survey in written form, and
provide the ownership verification data about buildings and land related to Nanshan Power Plant. However, due to
the strong professionalism and heavy workload, lack of relevant professionals and equipment, and having no
relevant professional qualifications, the company could not make detailed and professional judgments to the
report contents but only could check the missing at present, therefore, the company’s can only be regarded as a
reference for Shenzhen Qianhai Investment Holding Company and relevant intermediaries, but not as a basis. On
March 7, the company replied the preliminary verification results and related ownership verification information
by letter to Shenzhen Qianhai Investment Holding Company and made the above opinions. On June 22, the
company learned on the official website of Urban Planning, Land & Resources Commission of Shenzhen
Municipality (hereinafter referred to as Municipality Planning Land Commission) that it had published Shenzhen
Land Preparation Plan in 2017 (hereinafter referred to as Land Preparation Plan) on its official website. In
accordance with the relevant contents of Land Preparation Plan and its attached table, the 2017 Land Preparation
Plan of the Authority of Qianhai Shenzhen-Hongkong Modern Service Industry Cooperation Zone of Shenzhen
included the land of Nanshan Power Plant. On July 15, 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
深圳南山热电股份有限公司 2017 年半年度报告全文
“Notice” and its annex, the no longer needed infrastructure in Nanshan Power Plant and other zones should be
shut down. 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. The company will further
get to know the relevant circumstances, study the countermeasures, and make every effort to protect the legitimate
rights and interests of listed companies and all shareholders. (See details on the Notice of Municipality Planning
Land Commission on Shenzhen Land Preparation Plan in 2017, and 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 that the company disclosed on China Securities Journal, Securities Times, Hong
Kong Commercial Daily and www.cninfo.com.cn on June 24 and July 15, 2017, notice number: 2017-035,
2017-037).
3.Apply for revocation of *ST risk admonition of the company's stock trading. According to the audit report of
the company's 2016 Annual Standard Unqualified Opinion issued by Ruihua Certified Public Accountants
(Special General Partnership), and in the light of Rule No. 13.2.10 of the Stock Listing Rules, the status that the
company's stock trading is subject to *ST risk admonition has been eliminated, and there is no other case of *ST
risk admonition. On March 24, 2017, the 10th meeting of the 7th Board of Directors of the company examined and
approved the Full Text and Summary of 2016 Annual Report and the Proposal on Applying for Revocation of *ST
Risk Admonition of the Company's Stock Trading. On April 13, the company’s Application for Revocation of *ST
Risk Admonition of the Company's Stock Trading was checked and agreed by the Shenzhen Stock Exchange.
According to the relevant provisions of the Stock Listing Rules, the company's stock trading should be suspended
for one day since the opening on April 14, 2017 and resume since the opening on April 17, 2017, *ST risk
admonition of the company's stock trading was revoked by the Shenzhen Stock Exchange, the stock short name
was changed from “* ST Nandian A, *ST Nandian B” to “Shennandian A, Shennandian B”, stock code is still
“000037,200037”, the price limit on stock trading day was changed from 5% to 10% (See details on the Notice on
Revocation of *ST Risk Admonition of the Company's Stock Trading disclosed by the company on China
Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on April 14, notice
number: 2017-021).
4.Collect the refunds of “project technical renovation benefit fund”. The company disclosed the circumstances of
“project technical renovation benefit fund” in the First Quarterly Report of 2016 published on April 27, 2016. In
2016, the company received the refunds of RMB 500,000 from “project technical renovation benefit fund” (See
details on 2016 Annual Report and the First Quarterly Report of 2017 disclosed by the company on China
Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on March 28, 2017
and April 25, 2017, notice number: 2017-009, 2017-028). During the reporting period, the company received the
refunds of RMB 487,100 from “project technical renovation benefit fund”.
深圳南山热电股份有限公司 2017 年半年度报告全文
XVII. Major event of the subsidiaries
√Applicable □ Not applicable
1. Heat supply network first-stage project of the cogeneration projects of Shennandian Zhongshan Company.
During the reporting period, the project has completed the bidding for the construction and installation project,
confirmed the successful bidder, and started construction on February 20, 2017. At present, the in-plant equipment
installation and pipeline construction have been basically completed. The company will continue to urge
Shennandian Zhongshan Company. to advance the project implementation progress as soon as possible in the
premise of ensuring security, and strive to complete the project early.
2. Litigation matters of Server Company. After receiving the Civil Judgment [(2016) No.Y01MZ 15716] from
Guangzhou Intermediate People's Court at the end of December 2016, Server Company received the full payment
of RMB 55,696,080.66 (including the owned payment for goods of RMB 51,128,173.60, overdue payment
interest of RMB 4,259,767.06, first instance litigation fee of RMB 303,140.00, and property preservation fee of
RMB 5,000.00) from Sinopec Zhonghai Company according to the final judgment of Guangzhou Intermediate
People's Court. Thus, the judicial proceedings for the litigation matters of Server Company terminated (See details
on relevant notices disclosed by the company on China Securities Journal, Securities Times, Hong Kong
Commercial Daily and www.cninfo.com.cn on December 31, 2016 and January 26, 2017, notice number:
2016-118,2017-003).
3. Bilateral consultation transactions and monthly centralized competition transactions of Shennandian
(Zhongshan) Co., Ltd. During the reporting period, Shennandian (Zhongshan) Co., Ltd. carried out the bilateral
consultation transactions and monthly centralized competition transactions according to the resolution of the 16th
Extraordinary Meeting of the 7th Board of Directors, signed the bilateral consultation transactions contract with
Guangdong Hua Wang Power Co., Ltd., and participated in the monthly centralized competition transactions, the
turnover of electricity during the reporting period reached 110,973,430 KWH.
4. The cogeneration heating reconstruction project of Shennandian Dongguan Company. On March 24, 2017, the
10th meeting of the 7th Board of Directors of the Company examined and approved the Proposal on Investment in
Cogeneration Heating Reconstruction Project of Holding Subsidiary Shennandian (Dongguan) Weimei Power Co.,
Ltd., and agreed Shennandian Dongguan Company to invest in the cogeneration heating reconstruction project,
with total project investment of RMB 59,890,000 (See details on Resolution Notice of 9th Meeting of the 7th Board
of Directors, Notice on Investment in Cogeneration Heating Reconstruction Project of Holding Subsidiary
Shennandian (Dongguan) Weimei Power Co., Ltd. disclosed by the company on China Securities Journal,
Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on October 25, 2016 and March 28,
2017, notice number: 2016-086, 2017-017). During the reporting period, Shennandian Dongguan Company
received the official reply of the routing scheme for centralized heat supply network project in Gaobu Town from
Dongguan Urban and Rural Planning Bureau. In July 2017, Shennandian Dongguan Company has singed Pipeline
Steam Gas Contract with Dongguan Weimei Ceramics Industrial Park Co., Ltd.
5. Server Company terminates the existing businesses. The company held the 11th meeting of the 7th Board of
Directors on April 21, 2017, which considered and approved the Proposal on Terminating the Existing Businesses
深圳南山热电股份有限公司 2017 年半年度报告全文
of Shenzhen Server Energy Co., Ltd., agreed Server Company to terminate the existing businesses, and required
the company to legitimately and normatively complete the internal management to effectively prevent risks (See
details on relevant notices disclosed by the company on China Securities Journal, Securities Times, Hong Kong
Commercial Daily and www.cninfo.com.cn on April 25, 2017, notice number: 2017-026).
In addition to the above matters, for the Xinjiang assistance project of Guangdong province the company
participated in 2013, the company intended to apply to National Association of Financial Market Institutional
Investors for registering and issuing medium term note of no more than RMB 500 million (including RMB 500
million) and intended to issue corporation bonds by private placement of no more than RMB 2 billion (including
RMB 2 billion), which had no progress or change during the reporting period.
深圳南山热电股份有限公司 2017 年半年度报告全文
Section VI. Changes in Shares and Particulars about Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capitali
New zation
Bonus Proportio
Amount Proportion shares of Others Subtotal Amount
shares n
issued public
reserve
I. Restricted shares 12,993 0.0022% 12,993 0.0022%
1. Other domestic
12,993 0.0022% 12,993 0.0022%
shareholding
Domestic nature
12,993 0.0022% 12,993 0.0022%
person shares
II. Unrestricted shares 602,749,603 99.9978% 602,749,603 99.9978%
1. RMB Ordinary shares
338,895,157 56.2249% 338,895,157 56.2249%
2. Domestically listed
263,854,446 43.7751% 263,854,446 43.7751%
foreign shares
III. Total shares
602,762,596 100.00% 602,762,596 100.00%
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changes
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年半年度报告全文
II. Securities issuance and listing
□ Applicable √ Not applicable
III. Number of shares and shares held
In Share
Total preference shareholders
Total common shareholders at with voting rights recovered at
30,717 N/A
period-end end of reporting period (if
applicable) (note8)
Particulars about common shares held above 5% by shareholders or top ten common shareholders
Proportio Number of Amount of Amount of Number of share
Nature of Changes in pledged/frozen
n of common shares restricted un-restricted
Shareholders shareholde reporting
shares held at common common State of Amoun
r period
held period-end shares held shares held share t
HONG KONG NAM HOI
Overseas
(INTERNATIONAL) 15.28% 92,123,248 92,123,248
corporate
LTD
State-own
Shenzhen Guangju
ed 12.22% 73,666,824 73,666,824
Industrial Co., Ltd.
corporate
State-own
SHENZHEN ENERGY
ed 10.80% 65,106,130 65,106,130
(GROUP) CO., LTD.
corporate
BOCI SECURITIES Overseas
1.54% 9,298,627 9,298,627
LIMITED corporate
National Council for
Social Security Fund – Other 1.29% 7,804,100 7,804,100
604
Domestic
Zeng Ying nature 1.00% 6,049,070 6,049,070
person
China Merchants State-own
Securities (HK) Co., ed 0.93% 5,612,824 5,612,824
Limited corporate
Domestic
Zhang Heping nature 0.83% 5,025,900 5,025,900
person
GUOTAI JUNAN
Overseas
SECURITIES(HONGKO 0.65% 3,906,540 3,906,540
corporate
NG) LIMITED
Domestic
Li Baoqin nature 0.59% 3,558,514 3,558,514
person
1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong
Explanation on associated relationship among the Kong Nam Hoi (International) Limited; 2. Among other social public
aforesaid shareholders shareholders, the Company did not know whether there were associated
relationships or belonging to consistent actors.
Particular about top ten common shareholders with un-restrict shares held
Amount of un-restrict common shares held at Type of shares
Shareholders
period-end Type Amount
深圳南山热电股份有限公司 2017 年半年度报告全文
Domestically
HONG KONG NAM HOI
92,123,248 listed foreign 92,123,248
(INTERNATIONAL) LTD
shares
RMB ordinary
Shenzhen Guangju Industrial Co., Ltd. 73,666,824 73,666,824
shares
RMB ordinary
SHENZHEN ENERGY (GROUP) CO., LTD. 65,106,130 65,106,130
shares
Domestically
BOCI SECURITIES LIMITED 9,298,627 listed foreign 9,298,627
shares
National Council for Social Security Fund – RMB ordinary
7,804,100 7,804,100
604 shares
Domestically
Zeng Ying 6,049,070 listed foreign 6,049,070
shares
Domestically
China Merchants Securities (HK) Co.,
5,612,824 listed foreign 5,612,824
Limited
shares
RMB ordinary
3,785,600
shares
Zhang Heping 5,025,900 Domestically
listed foreign 1,240,300
shares
Domestically
GUOTAI JUNAN
3,906,540 listed foreign 3,906,540
SECURITIES(HONGKONG) LIMITED
shares
RMB ordinary
511,300
shares
Li Baoqin 3,558,514 Domestically
listed foreign 3,047,214
shares
Expiation on associated relationship or
1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong
consistent actors within the top 10 un-restrict
Nam Hoi (International) Limited; 2. Among other social public shareholders, the
common shareholders and between top 10
Company did not know whether there were associated relationships or belonging to
un-restrict common shareholders and top 10
consistent actors.
common shareholders
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
IV. Changes of controlling shareholders or actual controller
Pursuit to the definition of controlling shareholder in Rules Governing the Stock Listing, the Company has no controlling shareholder
and actual control, and there are no changes in such condition during the Period
深圳南山热电股份有限公司 2017 年半年度报告全文
Section VII. Preferred Stock
The Company had no preferred stock in the reporting.
深圳南山热电股份有限公司 2017 年半年度报告全文
Section VIII. Directors, Supervisors and Senior Executives
I. Changes of shares held by directors, supervisors and senior executives
Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2016.
II. Resignation and dismissal of directors, supervisors and senior executives
Directors, supervisors and senior executives have no changes in the period, found more in Annual Report 2016
Section IX Corporation Bonds
Whether the Company has a corporation bonds that issuance publicly and listed on stock exchange and without due on the date when annual
report approved for released or fail to cash in full on due
Nil
Section X. Financial Report
Whether the semi-annual report have been audited or not
□ Yes √ No
The financial report of the semi-annual report has not been audited (attached)
XI. Documents Available for Reference
I. Original semi-annual Report of 2017 carried with the personnel signature of Legal Representative;
II. Accounting Statements carried with the signature and seals of the person in charge of the Company (Legal Representative), person in
charge of accounting (General Manager and CFO) and person in charge of accounting department (chief accountants);
III. All the original Company’s documents and public notices disclosed in Securities Times, China Securities Journal and Hong Kong
Commercial Daily in the report period;
IV. Place for inspection: Shenzhen Stock Exchange, Secretariat of the Board of Director of the Company.
深圳南山热电股份有限公司 2017 年半年度报告全文
Consolidated Balance Sheet
In RMB/CNY
Liabilities and owners’
Asset 2017-6-30 2016-12-31 2017-6-30 2016-12-31
equity
Current assets: Current liabilities:
Monetary funds 335,157,601.97 1,415,550,406.02 Short-term loans 248,050,000.00 796,840,000.00
Notes receivable 1,000,000.00 600,000.00 Notes payable 174,611,736.38 292,275,804.17
Accounts
278,471,957.15 166,808,672.42 Accounts payable 17,603,109.95 6,329,078.85
receivable
Accounts paid in Accounts received in
125,561,569.76 43,663,090.22 - -
advance advance
Interest receivable - - Wage payable 42,851,231.21 45,823,790.61
Dividend
- - Taxes payable 5,761,277.78 234,534,017.11
receivable
Other receivables 43,276,954.73 395,804,901.21 Interest payable 2,968,349.35 4,580,481.81
Inventories 85,411,086.12 80,684,079.57 Dividend payable - -
Long-term debt
Other accounts
investment due within 1 - - 73,735,361.86 79,532,095.96
payable
year
Other current Long-term liabilities
492,600,667.67 548,542,780.69 386,400,000.00 463,000,000.00
assets due within 1 year
Total current
Total current assets 1,361,479,837.40 2,651,653,930.13 951,981,066.53 1,922,915,268.51
liabilities
Non-current assets: Non-current liabilities:
Financial assets
59,315,000.00 59,315,000.00 Long-term loans 26,940,000.00 343,900,000.00
available for sale
Long-term account
- - Accrual liabilities 26,832,397.88 27,100,000.00
receivable
Long-term equity
19,285,644.18 20,305,064.18 Deferred income 44,060,356.16 45,818,868.15
investment
Investment Other non-current
2,900,509.11 2,998,577.91 - -
property liabilities
Total non-current
Fixed assets 1,483,246,258.45 1,544,562,696.68 97,832,754.04 416,818,868.15
liabilities
Construction in
41,288,936.94 8,008,476.13 Total liabilities 1,049,813,820.57 2,339,734,136.66
progress
Disposal of fixed
- - Owners’ equity:
asset
Intangible assets 49,775,760.02 51,081,104.21 Share capital 602,762,596.00 602,762,596.00
Long-term
Capital public
expenses to be - - 362,770,922.10 362,770,922.10
reserve
apportioned
Deferred income Other comprehensive
2,896,583.01 2,896,583.01 - -
tax asset income
Other non-current Surplus public
22,882,181.78 22,882,181.78 332,908,397.60 332,908,397.60
asset reserve
Total non-current
1,681,590,873.49 1,712,049,683.90 Retained profit 621,642,785.84 644,271,987.22
asset
Total owner’s equity
attributable to parent 1,920,084,701.54 1,942,713,902.92
Company
Minority interests 73,172,188.78 81,255,574.45
Total shareholders’ 1,993,256,890.32 2,023,969,477.37
深圳南山热电股份有限公司 2017 年半年度报告全文
equity
Total liabilities and
Total assets 3,043,070,710.89 4,363,703,614.03 3,043,070,710.89 4,363,703,614.03
shareholders’ equity
Balance Sheet of the Company
In RMB/CNY
Liabilities and owners’
Asset 2017-6-30 2016-12-31 2017-6-30 2016-12-31
equity
Current assets: Current liabilities:
Monetary funds 195,020,156.38 1,119,323,850.36 Short-term loans - 460,000,000.00
Notes receivable - - Notes payable 77,806,343.97 168,066,042.58
Accounts
121,558,333.20 54,934,957.47 Accounts payable 215,406.16 427,800.87
receivable
Accounts paid in Accounts received in
42,825,691.96 14,823,585.50 - -
advance advance
Interest receivable - - Wage payable 27,459,690.19 27,224,865.99
Dividend
- - Taxes payable 557,636.52 222,340,992.27
receivable
Other receivables 962,762,650.45 1,094,134,273.27 Interest payable 329,366.67 1,546,004.16
Inventories 75,038,443.34 72,731,417.64 Dividend payable - -
Long-term debt
Other accounts
investment due within 1 - - 210,675,264.25 170,040,022.78
payable
year
Other current Non current liabilities
425,180,296.55 447,404,211.11 207,000,000.00 123,000,000.00
assets due within one year
Total current
1,822,385,571.88 2,803,352,295.35 Total current liabilities 524,043,707.76 1,172,645,728.65
assets
Non-current assets: Non-current liabilities:
Financial assets
59,315,000.00 59,315,000.00 Long-term loans 1,000,000.00 305,500,000.00
available for sale
Long-term equity
691,982,849.76 691,982,849.76 Deferred income 24,990,623.61 26,051,964.27
investment
Investment Other non-current
- - - -
property liabilities
Total non-current
Fixed assets 223,816,829.01 229,535,920.87 25,990,623.61 331,551,964.27
liabilities
Construction in
922,185.90 709,640.09 Total liabilities 550,034,331.37 1,504,197,692.92
progress
Disposal of fixed
- - Owners’ equity:
asset
Intangible assets 3,391,405.77 4,056,650.19 Share capital 602,762,596.00 602,762,596.00
Long-term
expenses to be - - Capital public reserve 289,963,039.70 289,963,039.70
apportioned
Deferred income Other comprehensive
- - - -
tax asset income
Other non-current
- - Surplus public reserve 332,908,397.60 332,908,397.60
asset
Total non-current
979,428,270.44 985,600,060.91 Retained profit 1,026,145,477.65 1,059,120,630.04
asset
Total shareholders’ 2,251,779,510.95 2,284,754,663.34
深圳南山热电股份有限公司 2017 年半年度报告全文
equity
Total liabilities and
Total assets 2,801,813,842.32 3,788,952,356.26 2,801,813,842.32 3,788,952,356.26
shareholders’ equity
Consolidated Profit Statement
In RMB/CNY
Item Jan-Jun 2017 Jan-Jun 2016
I. Total operation income 872,962,697.33 697,688,267.08
Including: operation income 872,962,697.33 697,688,267.08
II. Total operation cost 905,059,018.04 786,599,259.71
Including: operation cost 827,761,559.33 639,919,822.75
Operation tax and surcharge 3,494,481.47 3,100,286.05
Sales expense 1,413,079.30 2,453,390.26
Management expense 41,191,218.46 44,677,104.53
Financial expense 31,679,390.45 96,448,656.12
Loss of assets impairment -480,710.97 -
Add: Changing income of fair value (Loss is listed with “-”) - -
Investment income (Loss is listed with “-”) -1,019,420.00 -1,082,859.84
Including: Investment income on affiliated company and joint
- -
venture
Other income 3,489,863.10 -
III. Operating profit (Loss is listed with “-”) -29,625,877.61 -89,993,852.47
Add: Non-operating income 5,796.00 11,821,340.67
Including: Disposal gains of non-current asset - -
Less: Non-operating expense 172,009.57 223,276.08
Including: Disposal loss of non-current asset 160,729.35 203,276.08
IV. Total Profit (Loss is listed with “-”) -29,792,091.18 -78,395,787.88
Less: Income tax expense 920,495.87 1,085,010.53
V. Net profit (Net loss is listed with “-”) -30,712,587.05 -79,480,798.41
Net profit attributable to owner’s of parent company -22,629,201.38 -56,454,746.24
Minority shareholders’ gains and losses -8,083,385.67 -23,026,052.17
VI. Net after-tax of other comprehensive income - -
Net other comprehensive income after-tax attributable to
- -
owners of parent company
Net other comprehensive income after-tax attributable to
- -
minority shareholder
VII. Total comprehensive income -30,712,587.05 -79,480,798.41
Total comprehensive income attributable to owners of -22,629,201.38 -56,454,746.24
深圳南山热电股份有限公司 2017 年半年度报告全文
parent Company
Total comprehensive income attributable to minority
-8,083,385.67 -23,026,052.17
shareholders
VIII. Earnings per share: - -
(i) Basic earnings per share -0.04 -0.09
(ii) Diluted earnings per share -0.04 -0.09
Profit Statement of the Company
In RMB/CNY
Item Jan-Jun 2017 Jan-Jun 2016
I. Operation income 328,400,559.49 157,986,763.09
Less: Operation cost 353,421,168.22 166,953,311.54
Tax and surcharge 698,660.66 2,292,405.28
Sales expense - -
Management expense 19,400,916.35 10,141,654.95
Financial expense -10,302,383.72 20,469,396.42
Loss of assets impairment -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 1,520,540.66 -
II. Operating profit (Loss is listed with “-”) -32,816,550.39 -41,870,005.10
Add: Non-operating income 1,000.00 1,307,580.66
Including: Disposal gains of non-current asset - -
Less: Non-operating expense 159,602.00 194,564.89
Including: Disposal loss of non-current asset 159,602.00 194,564.88
III. Total Profit (Loss is listed with “-”) -32,975,152.39 -40,756,989.33
Less: Income tax expense -
IV. Net profit (Net loss is listed with “-”) -32,975,152.39 -40,756,989.33
V. Other comprehensive income
VI. Total comprehensive income -32,975,152.39 -40,756,989.33
Consolidated Cash Flow Statement
In RMB/CNY
深圳南山热电股份有限公司 2017 年半年度报告全文
Item Jan-Jun 2017 Jan-Jun 2016
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 905,687,628.86 695,513,877.94
Write-back of tax received 1,458,413.85 1,743,744.64
Other cash received concerning operating activities 376,088,275.79 160,068,046.28
Subtotal of cash inflow arising from operating activities 1,283,234,318.50 857,325,668.86
Cash paid for purchasing commodities and receiving labor service 1,015,783,468.71 555,303,978.14
Cash paid to/for staff and workers 63,335,884.67 61,305,844.68
Taxes paid 247,951,334.11 30,835,131.42
Other cash paid concerning operating activities 21,612,486.28 26,200,439.29
Subtotal of cash outflow arising from operating activities 1,348,683,173.77 673,645,393.53
Net cash flows arising from operating activities -65,448,855.27 183,680,275.33
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
Other cash with investment concerned from disposal subsidiary and
- -
other operational unit
Other cash received concerning investing activities - -
Subtotal of cash inflow from investing activities - -
Cash paid for purchasing fixed, intangible and other long-term assets 39,051,315.46 8,793,452.51
Cash paid for investment - 2,000,000.00
Other cash paid concerning investing activities - -
Subtotal of cash outflow from investing activities 39,051,315.46 10,793,452.51
Net cash flows arising from investing activities -39,051,315.46 -10,793,452.51
III. Cash flows arising from financing activities
Cash received from loans 229,440,000.00 1,280,654,173.08
Other cash received concerning financing activities 11,309,958.60 5,300,000.00
Subtotal of cash inflow from financing activities 240,749,958.60 1,285,954,173.08
Cash paid for settling debts 1,171,790,000.00 1,269,750,000.00
Cash paid for dividend and profit distributing or interest paying 33,385,928.70 98,901,671.12
Other cash paid concerning financing activities - 11,309,958.60
Subtotal of cash outflow from financing activities 1,205,175,928.70 1,379,961,629.72
Net cash flows arising from financing activities -964,425,970.10 -94,007,456.64
IV. Influence on cash due to fluctuation in exchange rate -156,704.62 112,916.92
V. Net increase of cash and cash equivalents -1,069,082,845.45 78,992,283.10
Add: Balance of cash and cash equivalents at the period-begin 1,389,482,327.86 1,016,326,480.06
VI. Balance of cash and cash equivalents at the period-end 320,399,482.41 1,095,318,763.16
Cash Flow Statement of the Company
深圳南山热电股份有限公司 2017 年半年度报告全文
In RMB/CNY
Item Jan-Jun 2017 Jan-Jun 2016
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 448,272,760.70 342,239,636.46
Write-back of tax received - -
Other cash received concerning operating activities 450,213,916.09 151,825,184.86
Subtotal of cash inflow arising from operating activities 898,486,676.79 494,064,821.32
Cash paid for purchasing commodities and receiving labor service 518,637,387.55 174,513,170.41
Cash paid to/for staff and workers 33,867,598.79 36,039,930.28
Taxes paid 226,823,834.53 8,352,022.41
Other cash paid concerning operating activities 348,786,679.61 107,008,226.49
Subtotal of cash outflow arising from operating activities 1,128,115,500.48 325,913,349.59
Net cash flows arising from operating activities -229,628,823.69 168,151,471.73
II. Cash flows arising from investing activities:
Net cash received from disposal of fixed, intangible and other
long-term assets
- -
Other cash received concerning investing activities - -
Subtotal of cash inflow from investing activities - -
Cash paid for purchasing fixed, intangible and other long-term assets 37,751.00 240,505.60
Cash paid for investment - 2,000,000.00
Net cash received from subsidiaries and other units obtained - -
Other cash paid concerning investing activities - -
Subtotal of cash outflow from investing activities 37,751.00 2,240,505.60
Net cash flows arising from investing activities -37,751.00 -2,240,505.60
III. Cash flows arising from financing activities
Cash received from absorbing investment - -
Cash received from loans - 1,020,000,000.00
Other cash received concerning financing activities - 5,300,000.00
Subtotal of cash inflow from financing activities - 1,025,300,000.00
Cash paid for settling debts 680,500,000.00 1,170,000,000.00
Cash paid for dividend and profit distributing or interest paying 14,136,466.93 71,429,240.83
Other cash paid concerning financing activities - -
Subtotal of cash outflow from financing activities 694,636,466.93 1,241,429,240.83
Net cash flows arising from financing activities -694,636,466.93 -216,129,240.83
IV. Influence on cash due to fluctuation in exchange rate -652.36 1,643.96
V. Net increase of cash and cash equivalents -924,303,693.98 -50,216,630.74
Add: Balance of cash and cash equivalents at the period-begin 1,119,323,850.36 675,408,711.65
VI. Balance of cash and cash equivalents at the period-end 195,020,156.38 625,192,080.91
深圳南山热电股份有限公司 2017 年半年度报告全文
Consolidated Statement on Changes of Owners’ Equity
In RMB/CNY
Amount in Jan-Jun 2017 Amount in 2016
Equity attributable to Shareholder of parent company Equity attributable to Shareholder of parent company
Item Minority’s Total owners’ Minority’s Total owners’
Share Capital Surplus Retained Share Capital Surplus Retained
equity equity equity equity
capital reserve reserves profit capital reserve reserves profit
I. Balance
602,762,59 362,770,92 332,908,39 644,271,98 81,255,574 2,023,969,47 602,762,59 362,758,55 332,908,39 -662,422,848 -87,095,894 548,910,805.
at the end
6.00 2.10 7.60 7.22 .45 7.37 6.00 4.21 7.60 .24 .29
of last year
Add:
Changes of
- - - - - - - - - - - -
accounting
policy
II. Balance
at the 602,762,59 362,770,92 332,908,39 644,271,98 81,255,574 2,023,969,47 602,762,59 362,758,55 332,908,39 -662,422,848 -87,095,894 548,910,805.
beginning 6.00 2.10 7.60 7.22 .45 7.37 6.00 4.21 7.60 .24 .29
of this year
III.
Increase/ -22,629,201 -8,083,385 -30,712,587. 1,306,694,83 168,351,46 1,475,058,67
- - - - 12,367.89 -
Decrease in .38 .67 05 5.46 8.74 2.09
this year
(i) Total
comprehen -22,629,201 -8,083,385 -30,712,587. 1,306,694,83 -41,936,393 1,264,758,44
- - - - - -
sive .38 .67 05 5.46 .97 1.49
income
(ii)
Owners’ - - - - - - - - - - - -
devoted
深圳南山热电股份有限公司 2017 年半年度报告全文
and
decreased
capital
1.
Owners’
- - - - - - - - - - - -
devoted
capital
2. Other - - - - - - - - - - - -
(III) Profit
- - - - - - - - - - - -
distribution
1.
Withdrawal
- - - - - - - - - - - -
of surplus
reserves
2.
Distributio
n for
- - - - - - - - - -
owners (or
shareholder
s)
3. Other - - - - - - - - - - - -
(IV)
Carrying
forward
- - - - - - - - - - - -
internal
owners’
equity
210,287,86 210,300,230.
(V) Other - - - - - - - 12,367.89 - -
2.71
IV. Balance
602,762,59 362,770,92 332,908,39 621,642,78 73,172,188 1,993,256,89 602,762,59 362,770,92 332,908,39 644,271,987. 81,255,574. 2,023,969,47
at the end
深圳南山热电股份有限公司 2017 年半年度报告全文
of the 6.00 2.10 7.60 5.84 .78 0.32 6.00 2.10 7.60 22 45 7.37
Period
深圳南山热电股份有限公司 2017 年半年度报告全文
Statement on Changes of Owners’ Equity of the Company
In RMB/CNY
Amount in Jan-Jun 2017 Amount in 2016
Item
Capital Surplus Total owners’ Capital Surplus Retained Total owners’
Share capital Retained profit Share capital
reserve reserves equity reserve reserves profit equity
I. Balance at the end of 602,762,596.0 289,963,039.7 332,908,397.6 1,059,120,630.0 288,857,244.2 332,908,397.6 -225,983,568.
2,284,754,663.34 602,762,596.00 998,544,669.43
last year 0 0 0 4 2 0
Add: Changes of
- - - - - - - - - -
accounting policy
II. Balance at the 602,762,596.0 289,963,039.7 332,908,397.6 1,059,120,630.0 288,857,244.2 332,908,397.6 -225,983,568.
2,284,754,663.34 602,762,596.00 998,544,669.43
beginning of this year 0 0 0 4 2 0
III. Increase/ Decrease 1,285,104,198 1,286,209,993.9
- - - -32,975,152.39 -32,975,152.39 - 1,105,795.48 -
in this year .43
(i) Total 1,285,104,198 1,285,104,198.4
- - - -32,975,152.39 -32,975,152.39 - - -
comprehensive income .43
(ii) Owners’ devoted
- - - - - - - - - -
and decreased capital
1. Owners’ devoted
- - - - - - - - - -
and capital
2. Other - - - - - - - - - -
(III) Profit distribution - - - - - - - - - -
1. Withdrawal of
- - - - - - - - - -
surplus reserves
2. Other - - - - - - - - - -
(IV) Carrying forward
- - - - - - - - - -
internal owners’ equity
1. Capital reserves
conversed to share - - - - - - - - - -
capital)
2. Surplus reserves
conversed to share - - - - - - - - - -
capital
(V) Other - - - - - - 1,105,795.48 - - 1,105,795.48
深圳南山热电股份有限公司 2017 年半年度报告全文
IV. Balance at the end 602,762,596.0 289,963,039.7 332,908,397.6 1,026,145,477.6 289,963,039.7 332,908,397.6 1,059,120,630 2,284,754,663.3
2,251,779,510.95 602,762,596.00
of the year 0 0 0 5 0 0 .04
Shenzhen Nanshan Power Co., Ltd.
Notes to financial statement semi-annual 2017
I. Company Profile
Shenzhen Nanshan Power Co., Ltd (hereinafter called as “Company”) was reorganized to be a
joint-stock enterprise from a foreign investment enterprise on 25 November 1993, upon the
approval of General Office of Shenzhen Municipal Government with Document Shen Fu Ban Fu
[1993] No.897.
After approved by Document Shen Zhu Ban Fu [1993] No.897 issued by Shenzhen Securities
Regulatory Office, on 3 January 1994, the Company offered 40,000,000 RMB common shares
and 37,000,000 domestically listed foreign shares in and out of China. And the RMB common
shares (A-stock) and domestically listed foreign listed shares (B-stock) were listed in Shenzhen
Securities Exchange successively on July 1, 1994 and Nov. 28, 1994.
Headquarter of the Company located on 16/F, 17/F, Han Tang Building, OCT, Nanshan District,
Shenzhen City, Guangdong Province, P.R.C.
The financial statement was approved and decided by the Broad of the Company on 4 August
2017.
Totally 9 subsidiaries included in consolidate scope for year of 2017, the consolidated scope of
the company in this year has not changed compared with the last year. Found more in Note
VIII.-“equity in other body”.
The Company together with its subsidiaries (hereafter referred as the Company) is mainly
engaged in businesses as production of power and heat, plant constructional, oil trader, property
developmental, construction technology consultation and sludge drying.
II. Preparation basis of Financial Statements
1. Basis of preparation
The Group’s financial statements have been prepared based on the going concern assumption.
The financial statements have been prepared based on actual transactions and events, in
accordance with the Accounting Standards for Business Enterprises- Basic Norms (Ministry of
Finance Order No.33 Issued, Ministry of Finance Order No.76 Revised) promulgated by the
Ministry of Finance of PRC on 15 February 2006 and 42 specific accounting standards, the
subsequently promulgated application guidelines of the Accounting Standards for Business
Enterprises, interpretations and other related rules of the Accounting Standards for Business
Enterprises (hereinafter referred to as “ASBEs”), and the disclosure requirements of the
“Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares,
No. 15- General Requirements for Financial Reports” (revised in 2010) of China Securities
- 13 -
Regulatory Commission.
The Group’s financial statements have been prepared on an accrual basis in accordance with the
ASBEs. Except for certain financial instruments, the financial statements are prepared under the
historical cost convention. In the event that depreciation of assets occurs, a provision for
impairment is made accordingly in accordance with the relevant regulations.
III. Declaration of obedience to corporate accounting principles
The Financial Statements are up to requirements of corporate accounting principles, and also a
true and thorough reflection to the Group together with its financial information as financial
position on 30th June 2017, and the Company together with its operation results, and cash flow
for the semi-annual of 2017. In addition, the financial statements of the Group also comply with,
in all material respects, the disclosure requirements of the “Regulation on the Preparation of
Information Disclosures of Companies Issuing Public Shares, No. 15--General Requirements for
Financial Reports” revised by the China Securities Regulatory Commission in 2014 and the
notes thereto.
IV. The main accounting policies and accounting estimates
The Company and its subsidiaries are mainly engaged in power and thermal generation,
construction of power plant, fuel trading, engineering technology consultancy and sludge
desiccation operation. According to the actual production and operation characteristics, the
Company and its subsidiaries establish certain specific accounting policies and accounting
estimates in respect of their transactions and matters such as sales revenue recognition pursuant
to relevant business accounting principles. Details are set out in Note 24 Description of revenue
items under section IV. For explanation on material accounting judgment and estimate issued by
the management, please refer to Note 30 Material accounting judgment and estimate under
section IV.
1. Accounting period
Accounting period of the Group divide into annual and medium-term, and the medium-term is
the reporting period that shorter than one completed accounting year. The Group’s accounting
year is Gregorian calendar year, namely from 1st January to 31st December.
2. Operating cycle
Normal operating cycle refers to the period from purchase of assets used for processing to
realization of cash or cash equivalents. Our operation cycle is 12 months which is also serving as
the standard for current or non- current assets and liabilities.
3. Bookkeeping standard currency
- 14 -
RMB is the currency in the Group’s main business economic environment and the bookkeeping
standard one, which is adopted in preparation of the financial statements.
4. Accounting treatment on enterprise combine under the same control and under the
different control
Enterprise combination refers to a trading or event that two or over two independent enterprise/s
combined to one reporting body. The combination was divided into enterprise consolidation
under the same control and the one not under the same control.
(1) Consolidation of enterprises under the same control
The enterprises involved in the consolidation are all under the final control of one party or
parties and the control is not temporary. That is the corporate consolidation under the common
control. For a business combination involving enterprises under common control, the party that,
on the combination date, obtains control of another enterprise participating in the combination is
the absorbing party, while that other enterprise participating in the combination is a party being
absorbed. The combination date is the date on which one combining enterprise effectively
obtains control of the other combining enterprises.
Assets and liabilities obtained by the absorbing party are measured at their carrying amount at
the combination date as recorded by the party being merged. The difference between the
carrying amount of the net assets obtained and the carrying amount of the consideration paid for
the combination (or the aggregate nominal value of shares issued as consideration) is charged to
the capital reserve (share capital premium). If the capital reserve (share capital premium) is not
sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Cost incurred by the absorbing party that is directly attributable to the business combination
shall be charged to profit or loss in the period in which they are incurred.
(2) Consolidation of enterprises not under the same control
The enterprises involved in the consolidation are ones not under the same final control of the
common party or parties before and after the consolidation. That is the corporate consolidation
under the different control. For a business combination not involving enterprises under common
control, the party that, on the acquisition date, obtains control of another enterprise participating
in the combination is the acquirer, while that other enterprise participating in the combination is
the acquiree. The acquisition date is the date on which the acquirer effectively obtains control of
the acquiree.
For business combination involving entities not under common control, the cost of a business
combination is the aggregate of the fair values, on the date of acquisition, of assets given,
liabilities incurred or assumed, and equity instruments issued by the acquirer to be paid by the
acquirer, in exchange for control of the acquire plus agency fee such as audit, legal service and
- 15 -
evaluation consultation and other management fees charged to the profit or loss for the period
when incurred. As equity or bond securities are issued by the acquirer as consideration, any
attributable transaction cost is included in their initial costs. Involved or contingent consideration
charged to the combination cost according to its fair value on the date of acquisition, the
combined goodwill would be adjusted if new or additional evidence existed about the condition
on the date of acquisition within twelve months after the acquisition date, which is required to
adjust the contingent consideration. The combination cost incurred by the acquirer and the
identifiable net assets acquired from the combination are measured at their fair values. Where the
cost of a business combination exceeds the acquirer’s interest in the fair value of the acquiree’s
identifiable net assets on the acquisition date, the difference is recognized as goodwill. Where
the cost of a business combination is less than the acquirer’s interest in the fair value of the
acquiree’s identifiable net assets, the acquirer shall first reassess the measurement of the fair
value of the acquiree’s identifiable assets, liabilities and contingent liabilities and the
measurement of the cost of combination. If after such reassessment the cost of combination is
still less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the
difference is charged to profit or loss for the period.
Where the acquiree’s deductible temporary difference acquired by the acquirer is not yet
recognized as it does not satisfy the recognition conditions of the deferred income tax assets on
the acquisition date, but new or additional information proves that the relevant circumstances
have already existed on the acquisition date within twelve months after the acquisition date,
which estimates that the economic benefits incurred from the deductible temporary difference at
the acquisition date of acquirer can be realized, then the relevant deferred income tax assets will
be recognized, and the goodwill will be reduced at the same time, if the goodwill is not sufficient
to be absorbed, any excess shall be recognized in the profit or loss for the period. Except as
disclosed above, the deferred income tax assets related to the business combination are charged
to the profit or loss for the period.
For a business combination not under common control is finished by a stage-up approach with
several transactions, these several transactions will be judged whether they fall within
“transactions in a basket” in accordance with the judgment standards on “transactions in a
basket” as set out in the Notice of the Ministry of Finance on Issuing Accounting Standards for
Business Enterprises Interpretation No. 5 (Cai Kuai [2012] No. 19) and Article 51 of the
“Accounting Standards for Business Enterprise No.33- Consolidated Financial Statement” (see
Note IV. 5(2)). If they fall within “transactions in a basket”, they are accounted for with
reference to the descriptions as set out in the previous paragraphs of this section and Note IV. 13
“Long-term equity investments”, and if they do not fall within “transactions in a basket”, they
are accounted for in separate financial statements and consolidated financial statements:
- 16 -
In separate financial statement, the sum between carrying value of the equity investment prior to
acquisition date and cost of additional investment made on the acquisition date is deemed to be
the initial investment cost of this investment. Other comprehensive income recognized for equity
investment held prior to combination date under equity method shall be accounted for when the
Company disposes of this investment on the same basis as the investee directly disposes of
relevant assets or liabilities, which means that other than the changes arising from re-measuring
the acquiree’s net liabilities or net assets under defined benefit plan under equity method, it shall
be included in investment income of the current period.
In consolidated financial report, for equity of bought party held before purchasing, re-measured
by fair value on purchased date, and the difference of fair value and its book value should
reckoned into current investment income; Other comprehensive income recognized for equity
investment held prior to combination date under equity method shall be accounted for when the
Company disposes of this investment on the same basis as the investee directly disposes of
relevant assets or liabilities, which means that other than the changes arising from re-measuring
the acquiree’s net liabilities or net assets under defined benefit plan under equity method, it shall
be included in investment income of the current period dated purchasing day.
5. Preparation methods for corporate consolidated statements
(1) Determining principle for consolidated financial report scope
The scope is determined on the basis of control. Control refers to the Company possess rights
over the investee party, and enjoyed variable return through participate in the relevant activities
of the investee party, and the Company has ability to impact the amount of returns by using the
rights over investee party. The consolidated scope includes the Group and all the subsidiaries.
Subsidiary is referring to the enterprise or the subject controlled by the Company.
Once change of relevant facts and conditions results in change to relevant factors involved in the
above definition, the Company will make further assessment.
(2) Preparation methods for corporate consolidated statements
Subsidiaries are consolidated from the date on which the Group obtains net assets and the
effective control of decision making of production and operation are deconsolidated from the
date that such control ceases. For disposal of subsidiaries, the operating results and cash flows of
such subsidiaries before the date of disposal are properly included in the consolidated income
statement and consolidated cash flow statements; for disposal of subsidiaries during the
reporting period, no adjustment shall be made to the opening balance of the consolidated balance
sheet. For those subsidiaries acquired through business combination not under common control,
the operating results and cash flows after the acquisition date have been properly included in the
consolidated income statements and consolidated cash flow statements. No adjustments shall be
- 17 -
made to the opening balance and the comparative figures of the consolidated financial statements.
For those subsidiaries acquired through business combination under common control and
acquiree absorbed through combination, the operating results and cash flows from the beginning
of the consolidation period to the consolidation date are also presented in the consolidated
income statement and the consolidated cash flow statements. The comparative figures presented
in the consolidated financial statements are also adjusted accordingly.
The financial statements of the subsidiaries are adjusted in accordance with the accounting
policies and accounting period of the Company in the preparation of the consolidated financial
statements, where the accounting policies and the accounting periods are inconsistent between
the Company and the subsidiaries. For subsidiaries acquired from business combination not
under common control, the financial statements of the subsidiaries will be adjusted according to
the fair value of the identifiable net assets at the acquisition date.
All intra-group significant balances, transactions and unrealized profit are eliminated in the
consolidated financial statements.
As for the subsidiary’s shareholders’ equity and the parts that does not owned the Group in
current net gains/losses, listed out independently as minority shareholders’ equity and minority
shareholders gains/losses in item of shareholders’ equity and net profit contained in consolidated
financial statement separately. The amount attributable to minority shareholders’ equity of
current net loss/gains of subsidiaries is listed in the net profit item of consolidated profit as
minority shareholders’ equity. When the share of losses attributable to the minor shareholders
has exceeded their shares in the owners’ equity at the beginning of term attributable to minority
shareholders in the subsidiary, the balance shall offset the minor shareholders’ equity.
For control rights loss in original subsidiary for partial equity investment disposal or other
reasons, the remained equity should re-measured based on the fair value at date of control losses.
The difference between the net assets of original subsidiary share by proportion held that
sustainable calculated since purchased date and sum of consideration obtained by equity disposal
and fair value of remain equity, reckoned into the current investment income of control rights
loss. Other comprehensive income relating to equity investment in original subsidiary shall be
accounted for, upon lost of control, under the same basis as the acquiree would otherwise adopt
when relevant assets or liabilities are disposed directly by the acquiree, which means that other
than the changes arising from re-measuring the original subsidiary’s net liabilities or net assets
under defined benefit plan, it shall be included in investment income of the current period. The
remaining equity interests are measured subsequently according to “Accounting Standard for
Business Enterprises No. 2 – Long-term Equity Investments” or “Accounting Standard for
Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments”. See
Note IV.13 “Long-term equity investments” or Note IV.9 “Financial instruments” for details.
- 18 -
When the Company disposes of equity investment in a subsidiary by a stage-up approach with
several transactions until the control over the subsidiary is lost, it shall determine whether these
several transactions related to the disposal of equity investment in a subsidiary until the control
over the subsidiary is lost fall within “transactions in a basket”. Usually, these several
transactions related to the disposal of equity investment in a subsidiary are accounted for as
transactions in a basket when the terms, conditions and economic impacts of these several
transactions meet the following one or more conditions: ① these transactions are entered into at
the same time or after considering their impacts on each other; ② these transactions as a whole
can reach complete business results; ③ the occurrence of a transaction depends on at least the
occurrence of an other transaction; ④ an individual transaction is not deemed as economic, but
is deemed as economic when considered with other transactions. If they are not transactions in a
basket, each of which are accounted for in accordance with applicable rules in “partial disposal
of long-term equity investment of a subsidiary without losing control over a subsidiary” (see
Note IV. 13 (2) ④) separately, and “the control over a subsidiary is lost due to partial disposal of
equity investment or other reasons” (see the preceding paragraph). When several transactions
related to the disposal of equity investment in a subsidiary until the control over the subsidiary is
lost fall within transactions in a basket, each of which is accounted for as disposal of a subsidiary
with a transaction until the control over a subsidiary is lost; however, the different between the
amount of disposal prior to the loss of control and the net assets of a subsidiary attributable to
the disposal investment shall be recognized as other comprehensive income in consolidated
financial statements and transferred to profit or loss for the period at the time when the control is
lost.
6. Classification of joint arrangement and accounting treatment on conduct joint operation
Joint arrangement refers to such arrangement as jointly controlled by two or more participators.
The Company classifies joint arrangement into joint operation and joint venture according to the
rights it is entitled to and obligations it assumes. Under joint operation, the Company is entitled
to relevant assets under the arrangement and assumes relevant liabilities under the arrangement.
Joint venture refers to such joint arrangement under which the Company is only entitled to the
net assets of the arrangement.
Equity method is adopted for investment in joint ventures, and it is accounted for under the
accounting policies set out in Note 13(2) ② “long term equity investment under equity method”
under section IV.
As a joint party under joint operation, the Company recognizes the assets and liabilities it
separately holds and assumes, the assets and liabilities it jointly holds and assumes under the
proportion, the revenue from disposal of the output which the Company is entitled to under the
- 19 -
proportion, the revenue from disposal of the output under the proportion and the separately
occurred expenses as well as expenses occurred for joint operations under its proportion.
For injection to or disposal of assets of joint operations (other than those assets constituting
business operation) or for purchase of assets from joint operations, gain or loss arising from the
transaction is only recognized to the extent it is attributable to other parties to the joint operation
before the joint operation is sold to any third party. In case that assets occur asset impairment
loss under Business Accounting Principle No.8-Assets Impairment, the Company recognizes this
loss in full in connection with injection to or disposal of assets of joint operations, and
recognizes this loss based on the proportion in connection with purchase of assets from joint
operations.
7. Determination criteria of cash and cash equivalent
Cash and cash equivalents of the Group include cash on hand, deposits readily available for
payment purpose and short-term (normally fall due within three months from the date of
acquisition) and highly liquid investments held the Group which are readily convertible into
known amounts of cash and which are subject to insignificant risk of value change.
8. Foreign currency business and foreign currency statement translation
(1) Foreign currency business translation
Foreign currency transactions are translated into the Company’s functional currency at the spot
rate on transaction date (generally refers to the middle rate of prevailing foreign exchange rate
released by the PBOC) when the transactions are initially measured. However, foreign currency
exchange business or transaction involving foreign currency exchange occurred by the Company
are translated into functional currency at the effective exchange rate adopted.
(2) Translation of foreign currency monetary items and foreign currency non-monetary items
On balance sheet date, foreign currency monetary items are translated at the spot rate as of
balance sheet date, and the exchange difference shall be included in current period gains and
losses, except①exchange difference arising from foreign currency special borrowings relating to
purchasing assets satisfying capitalization conditions is stated under capitalization principle of
borrowing expenses; ②exchange difference arising from hedge instruments used as effective
hedging of net investment in overseas operation (such difference shall be included in other
comprehensive income and recognized as current period gains and losses when the net
investment is disposed); and ③exchange difference arising from change of carrying balance of
available for sale foreign currency monetary items other than amortized cost is included in other
comprehensive income.
When preparing consolidated financial statement involving overseas operation, in case there is
foreign currency monetary items which substantially constitute net investment in overseas
- 20 -
operation, the exchange difference arising from exchange rate fluctuation shall be included in
other comprehensive income; and shall transfer to gains and losses from disposal for the current
period when the overseas operation is disposed of.
Non-monetary items measured in historical cost are still measured by sum on the bookkeeping
standard currency at the current exchange rate. The items measured by the fair value are
converted at the current rate on the fair value recognition day. The difference is dealt as the fair
value change and reckoned into the current loss/gain or recognized as the other consolidated
income and reckoned into the reserve.
(3) Translation of foreign currency financial statement
When preparing consolidated financial statement involving overseas operation, in case there is
foreign currency monetary items which substantially constitute net investment in overseas
operation, the exchange difference arising from exchange rate fluctuation shall be included in
other comprehensive income as “translation difference of foreign currency statement”; and shall
transfer to gains and losses from disposal for the current period when the overseas operation is
disposed of.
Foreign currency financial statement for overseas operation is translated into RMB statement by
the following means: assets and liabilities in balance sheet are translated at the spot rate as of
balance sheet date; owner’s equity items (other than undistributed profit) are translated at the
spot rate prevailing on the date of occurrence. Income and expense items in profit statement are
translated at the spot rate prevailing on the date of transactions. Beginning undistributed profit
represents the translated ending undistributed profit of previous year; ending undistributed profit
is allocated and stated as several items upon translation. Upon translation, difference between
assets, liabilities and shareholders’ equity items shall be recorded as foreign currency financial
statement translation difference and recognized as other comprehensive income. In case of
disposal of overseas operation where control is lost, foreign currency financial statement
translation difference relating to the overseas operation as stated under shareholders’ equity in
balance sheet shall be transferred to current gains and losses of disposal in full or under the
proportion it disposes.
Foreign currency cash flow and cash flow of overseas subsidiary are translated at the spot rate
prevailing on the date of occurrence of cash flow. Influence over cash from exchange rate
fluctuation is taken as adjustment items to separately stated in cash flow statement.
The beginning figure and previous year actual figures are stated at the translated figures in
previous year financial statement.
If the Company loses control over overseas operation due to disposal of all the owners’ equity or
part equity investment in the overseas operation or other reasons, foreign currency financial
- 21 -
statement translation difference relating to the overseas operation attributable to owners’ equity
of parent company as stated under shareholders’ equity in balance sheet shall be transferred to
current gains and losses of disposal in full.
If the Company reduces equity proportion while not loses control over overseas operation due to
disposal of part equity investment in the overseas operation or other reasons, foreign currency
financial statement translation difference relating to the disposed part will be vested to minority
interests and will not transfer to current gains and losses. When disposing part equity interests of
overseas operation which is associate or joint venture, foreign currency financial statement
translation difference relating to the overseas operation shall transfer to current disposal gains
and losses according to the disposed proportion.
9. Financial instruments
Financial asset or financial liability is recognized when the Company becomes a party to
financial instrument contract. Financial assets and liabilities are initially measured at fair value.
For financial assets and liabilities at fair value through profit or loss, the relevant transaction fee
shall be included in profit or loss directly. For other types of financial assets and liabilities, the
relevant transaction fee is included in initial measurement amount.
(1) Recognition of fair value for financial assets and financial liabilities
Fair value represents the price that market participator can receive for disposal of an asset or he
should pay for transfer of a liability in an orderly transaction happened on the measurement date.
As for instrument in active market, the fair value is adopted according to the quotation in the
active market. Quote in active market refers to the price easy to obtain regularly from exchange;
broker’s agency, industry association and pricing service authority etc., and such quote represent
a price that actually occurred in market trading during the fair transaction. As for the instruments
not in the active market, the fair value is recognized by the estimation technology. The
technology is composed of the price in the latest fair trade, fair value according to the
fundamentally same instruments, cash flow discount and stock price-setting model.
(2) Classification, recognition and measurement of financial assets
By way of buying and selling the financial assets in a regular way, recognition and derecognition
are carried out according to the accounts on the transaction day. Financial assets are divided into
financial assets at fair value through profit or loss, held-to-maturity investments, loans and
accounts receivable and available for-sale financial assets when they are initially recognized.
Financial assets are initially recognized at fair value. For financial assets classified as fair value
through profit or loss, relevant transaction costs are directly recognized in profit or loss for the
period. For financial assets classified as other categories, relevant transaction costs are included
in the amount initially recognized.
- 22 -
① Financial assets carried at fair value through profit or loss for the current period
They include financial assets held for trading and financial assets designated as at fair value
through profit or loss for the current period.
Financial assets may be classified as financial assets held for trading if one of the following
conditions is met: A. the financial assets is acquired or incurred principally for the purpose of
selling it in the near term; B. the financial assets is part of a portfolio of identified financial
instruments that are managed together and for which there is objective evidence of a recent
pattern of short-term profit-taking; or C. the financial assets is a derivative, excluding the
derivatives designated as effective hedging instruments, the derivatives classified as financial
guarantee contract, and the derivatives linked to an equity instrument investment which has no
quoted price in an active market nor a reliably measured fair value and are required to be settled
through that equity instrument.
A financial asset may be designated as at fair value through profit or loss upon initial recognition
only when one of the following conditions is satisfied: A. Such designation eliminates or
significantly reduces a measurement or recognition inconsistency that would otherwise result
from measuring assets or recognizing the gains or losses on them on different bases; or B. The
financial asset forms part of a group of financial assets or a group of financial assets and
financial liabilities, which is managed and its performance is evaluated on a fair value basis, in
accordance with the Group’s documented risk management or investment strategy, and
information about the grouping is reported to key management personnel on that basis.
Financial assets carried at fair value through profit or loss for the current period is subsequently
measured at fair value. The gain or loss arising from changes in fair value and dividends and
interest income related to such financial assets are charged to profit or loss for the current period.
② Held-to-maturity investments
They are non-derivative financial assets with fixed maturity dates and fixed or determinable
payments that the Company has positive intent and ability to hold to maturity.
Held-to-maturity investments are subsequently measured at amortized cost using the effective
interest method. Gain or loss on derecognition, impairment or amortization is recognized
through profit or loss for the current period.
The effective interest method is a method of calculating the amortized cost of a financial asset
and of allocating interest income or expense over each period based on the effective interest of a
financial asset or a financial liability (including a group of financial assets or financial liabilities).
The effective interest is the rate that discounts future cash flows from the financial asset or
financial liability over its expected life or (where appropriate) a shorter period to the carrying
amount of the financial asset or financial liability.
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In calculating the effective interest rate, the Company will estimate the future cash flows
(excluding future credit losses) by taking into account all contract terms relating to the financial
assets or financial liabilities whilst considering various fees, transaction costs and discounts or
premiums which are part of the effective interest rate paid or received between the parties to the
financial assets or financial liabilities contracts.
③ Loans and receivables
They are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. Financial assets, including bills receivable, accounts receivable, the Group
classifies interest receivable, dividends receivable and other receivables as loans and receivables.
Loans and receivables are measured subsequently at the amortized cost by using the effective
interest rate method. Gains or losses incurred at the time of derecognition, impairment or
amortization are charged to profit or loss for the current period.
④ Available-for-sale financial assets
They include non-derivative financial assets that are designated in this category on initial
recognition, and the financial assets other than the financial assets at fair value through profit
and loss, loans and receivables and held-to-maturity investments.
The closing cost of available-for-sale debt instruments are determined based on amortized cost
method, which means the amount of initial recognition less the amount of principle already
repaid, add or less the accumulated amortized amount arising from the difference between the
amount initially recognized and the amount due on maturity using effective interest rate method,
and less the amount of impairment losses recognized. The closing cost of available-for-sale
equity instruments is equal to its initial acquisition cost.
Available-for-sale financial assets are subsequently measured at fair value. The gain or loss on
change in fair value are recognized as other comprehensive income and charged to capital
reserves, except for impairment loss and exchange differences arising from foreign monetary
financial assets and amortized cost which are accounted for through profit or loss for the current
period. The financial assets will be transferred out of the financial assets on derecognition and
accounted for through profit or loss for the current period. However, equity instrument
investment which is not quoted in active market and whose fair value cannot be measured
reliably, and derivative financial asset which is linked to the equity instrument and whose
settlement is conditional upon delivery of the equity instrument, shall be subsequently measured
at cost.
Interests received from available-for-sale financial assets held and the cash dividends declared
by the investee are recognized as investment income.
(3) Impairment of financial assets
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Except for financial assets accounted at fair value and variation accounted into current gain/loss
account, the Group undertakes inspection on the book value of other financial assets at each
balance sheet day, whenever practical evidence showing that impairment occurred with them,
impairment provisions are provided.
The Group performs impairment test separately on individual financial assets with major
amounts; for financial assets without major amounts, the Group performs impairment test
separately or inclusively in a group of financial assets with similar characteristics of risks. Those
financial assets (individual financial assets with or without major amounts) tested separately
with no impairment found shall be tested again along with the group of financial assets with
similar risk characteristics. Financial assets confirmed for impairment individually shall not be
tested along with the group of financial assets with similar risk characteristics.
① Impairment of held-to-maturity investments and loans and receivables
The carrying amount of financial assets measured as costs or amortized costs are subsequently
reduced to the present value discounted from its projected future cash flow. The reduced amount
is recognized as impairment loss and recorded as profit or loss for the period. After recognition
of the impairment loss from financial assets, if there is objective evidence showing recovery in
value of such financial assets impaired and which is related to any event occurring after such
recognition, the impairment loss originally recognized shall be reversed to the extent that the
carrying value of the financial assets upon reversal will not exceed the amortized cost as at the
reversal date assuming there is no provision for impairment.
② Impairment of available-for-sale financial assets
In the event that decline in fair value of the available-for-sale equity instrument is regarded as
“severe decline” or “non-temporary decline” on the basis of comprehensive related factors, it
indicates that there is impairment loss of the available-for-sale equity instrument.
When the available-for-sale financial assets impair, the accumulated loss originally included in
the capital reserve arising from the decrease in fair value was transferred out from the capital
reserve and included in the profit or loss for the period. The accumulated loss that transferred out
from the capital reserve is the balance of the acquired initial cost of asset, after deduction of the
principal recovered, amortized amounts, current fair value and the impairment loss originally
included in the profit or loss.
After recognition of the impairment loss, if there is objective evidence showing recovery in
value of such financial assets impaired and which is related to any event occurring after such
recognition in subsequent periods, the impairment loss originally recognized shall be reversed.
The impairment loss reversal of the available-for-sale equity instrument will be recognized as
other consolidated income, and the impairment loss reversal of the available-for-sale debt
- 25 -
instrument will be included in the profit or loss for the period.
When an equity investment that is not quoted in an active market and the fair value of which
cannot be measured reliably, or the impairment loss of a derivative financial asset linked to the
equity instrument that shall be settled by delivery of that equity instrument, then it will not be
reversed.
(4) Recognition basis and measurement method for transfer of financial assets
As for the financial assets up to the following conditions, the recognition termination is available:
①Termination of the contract right to take the cash flow of the financial assets; ② transferred to
the transferring-in part nearly all risk and compensation; ③ all risk and compensation neither
transferred nor retained, and with the give-up of the control over the financial assets.
As for financial assets of almost all risk and compensation neither transferred nor retained, and
without the give-up of the control over the financial assets, it was recognized according to the
extension of the continual entry into the transferred financial assets and relevant liabilities are
correspondingly recognized. The continual entry into the transferred financial assets is risk level
which the enterprise faces up to due to the assets changes.
As for the whole transfer of the financial assets up to the recognition termination conditions, the
book value of the transferred assets, together with the difference between the consideration value
and the accumulative total of the fair value change of the other consolidated income, is reckoned
into the current gain/loss.
As for the partial transfer of the financial assets up to the recognition termination conditions, the
book value of the transferred assets is diluted on the relative fair value between the terminated
part and the un-terminated part; and reckoned into the current loss/gain is the difference between
the sum of the consideration value and the accumulative sum of the valuation change ought to be
diluted into the recognition termination part but into the other consolidated income, and the
above diluted book value, is reckoned into the current loss/gain.
For financial assets that are transferred with recourse or endorsement, the Group needs to
determine whether the risk and rewards of ownership of the financial asset have been
substantially transferred. If the risk and rewards of ownership of the financial asset have been
substantially transferred, the financial assets shall be derecognized. If the risk and rewards of
ownership of the financial asset have been retained, the financial assets shall not be derecognized.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of
the financial asset, the Group shall assess whether the control over the financial asset is retained,
and the financial assets shall be accounted for according to the above paragraphs.
(5) Categorizing and measuring of financial liabilities
At initial recognition, financial liabilities are classified into financial liabilities measured by fair
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value with changes counted into current gains/losses and other financial liabilities. Financial
liabilities are initially recognized at fair value. For financial liabilities classified as fair value
through profit or loss, relevant transaction costs are directly recognized in profit or loss for the
period. For financial liabilities classified as other categories, relevant transaction costs are
included in the amount initially recognized.
① Financial liabilities at fair value through profit or loss for the period
The criteria for a financial liability to be classified as held for trading and designated as financial
liabilities at fair value through profit or loss are the same as those for a financial asset to be
classified as held for trading and designated as financial assets at fair value through profit or
loss.
Financial liabilities at fair value through profit or loss for the period are subsequently measured
at fair value. The gain or loss arising from changes in fair value and dividends and interest
income related to such financial liabilities are included in profit or loss for the period.
② Other financial liabilities
Derivative financial liabilities which are linked to equity instruments that are not quoted in an
active market and the fair value of which cannot be measured reliably measured, and which shall
be settled by delivery of equity instruments are subsequently measured at cost. Other financial
liabilities are subsequently measured at amortized cost using the effective interest method. Gains
or losses arising from derecognition or amortization is recognized in profit or loss for the period.
③ Financial Guarantee Contracts and loan commitment
Financial guarantee contracts other than those designated as financial liabilities at fair value
through profit or loss or loan commitment other than those designated measured by fair value
and with its variation for gains/losses reckoned as well as the loans lower than the market rates
are initially recognized at fair value, and shall be subsequently measured at the higher of the
following: the amount determined in accordance with Accounting Standard for Business
Enterprises No. 13 “Contingencies” and the amount initially recognized less cumulative
amortization recognized in accordance with the principles set out in “Accounting Standard for
Business Enterprises No. 14- Revenue”.
(6) Termination recognition of financial liabilities
Only is released the whole or part of the current duties, the termination of the liabilities or part of
it is available. The Group (the creditor) signed the agreement with the debtor: the existing
liabilities are replaced by the bearing of the new liabilities; and the contract terms are
fundamentally different of the new liabilities and the existing ones; the termination of the
recognition of the existing ones is available; and the recognition of new ones is available.
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As for the whole or partial termination of the recognition of the liabilities, the difference between
the book value of the part of recognition termination and the consideration value paid (including
the non-cash assets transferred out or the liabilities newly beard) is reckoned into the current
loss/gain.
(7) Derivatives and embedded derivatives
Derivative instruments are initially recognized at fair value on the date on which a derivative
contract is entered into and are subsequently measured at fair value. Any gains or losses arising
from changes in fair value of derivatives are taken directly to profit or loss for the period, except
for derivative instruments that are designated as hedging instruments and which are highly
effective in hedging, gains or losses arising from changes in their fair value are taken to the
profit or loss for the period in accordance with the hedge accounting requirement based on the
nature of hedging relationships.
For combined instruments contain embedded derivatives which are not designated as financial
assets or financial liabilities at fair value through profit or loss, and the embedded derivative and
the main contract does not have a material relation in terms of risk and economic attributes, and
when an individual instrument which is the same as the embedded derivative can be defined as
derivative, the embedded derivative shall be separated from the combined instrument and treated
as an individual derivative. If the embedded derivative cannot be separately measured at
acquisition or subsequent balance sheet date, the combined instrument shall be designated as
financial assets or financial liabilities at fair value through profit or loss.
(8) Balance-out between the financial assets and liabilities
As the Group has the legal right to balance out the financial liabilities by the net or liquidation of
the financial assets, the balance-out sum between the financial assets and liabilities is listed in
the balance sheet. In addition, the financial assets and liabilities are listed in the balance sheet
without being balanced out.
(9) Equity instrument
The equity instrument is the contract to prove the holding of the surplus stock of the assets with
the deduction of all liabilities in the Group. The Company issues (including refinancing),
repurchases, sells or cancels equity instruments as movement of equity. No fair value change of
equity instrument would be recognized by the Company. Transaction fees relating to equity
transactions are deducted from equity.
The Group’s all distribution (shares dividend excluded) to the holders of the stock instrument
will decrease the shareholders’ equity. The Group does not recognize the fair value change sum
of the stock instrument.
10. Account receivable
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Account receivable included account receivable and other account receivable.
(1) Recognition of bad debt provision
The Group reviews carrying value of account receivables on balance sheet date, and make
impairment provision for account receivables which are proven to be impaired by the following
objective evidences: ①debtor experiences material financial difficulties; ②debtor is in breach of
contract terms (for instance: default or expiration of payment for principal or interest); ③ debtor
is likely to face bankruptcy or other financing restructuring; ④other objective evidence showing
account receivables are impaired.
(2) Provision for bad debt reserves
① Recognition criteria and accrual method on accounts with major amount and withdrawal bad
debt provision independely
The single account receivable above RMB 2 million is recognized as single substantive account
receivable
The Company takes the independent impairment test on the single substantive account. As for
the account receivable without the impairment in the test, it is included in the account receivable
portfolio of the similar credit risk characters for the impairment test. As for the account
receivable with the recognition of impairment loss, it is not included in the account receivable
portfolio of the similar credit risk characters for the impairment test
② Determination bases for account receivables for which bad debt provision is made according
to category of credit risks, and provision for bad debt
The Group determines categories of account receivables according to the similarity of credit risk
characteristics. Account receivables consist of those with insignificant single amount and those
with significant single amount which is not impaired based on separate impairment test. The
Group is of the view that account receivables with insignificant single amount and those with
significant single amount which is not impaired based on separate impairment test are exposed to
low credit risks, thus it is not necessary to make bad debt provision, unless there is evidence
showing that account receivables have relatively substantial credit risks.
③ Account receivables with insignificant single amount for which bad debt provision is made
separately
For account receivables with insignificant single amount, if there is evidence showing that
account receivables are exposed to relatively substantial credit risks, bad debt provision shall be
made for such account receivables under specific identification method.
(3) Reversal of bad debt
If there is objective evidence showing recovery in value of account receivables impaired and
which is related to any event occurring after such recognition, the impairment loss originally
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recognized shall be reversed to the extent that the carrying value of the account receivables upon
reversal will not exceed the amortized cost as at the reversal date assuming there is no provision
for impairment.
11. Inventory
(1) Categories of inventory
The Company’s inventory mainly consists of fuels, raw materials and developing products in
process and so on.
(2) Valuation method of inventory delivered
The inventories are initially measured at cost. The costs of developing products include land
grant fee, expenditures for auxiliary facilities, expenses on construction and installation,
borrowing costs incurred before the completion of the subject project and other related
expenses during the course of the development. Other cost of inventories comprises purchase
costs, processing costs and other costs incurred in bringing the inventories to their present
location and condition.
The actual cost of the property development products delivered is recognized by the individual
valuation method. The actual cost of other inventories delivered is recognized by the weighted
average method.
(3) Recognition of net realizable value of inventory, and accrual methods of preparation for
depreciation
On the balance sheet day, the inventory is measured by the lower one between the cost and
the net realizable value. As the net realizable value is lower than the cost, the inventory
depreciation provision is accrued. The net realizable value is balance of the estimated sale
price less the estimated forthcoming cost upon the completion, the estimated sale expense,
and the relevant tax in the daily activities. Upon the recognition of net realizable value of the
inventory, the concrete evidence is based on and the purpose of holding the inventory and the
influence of events after the balance sheet day are considered.
As for the inventory of large sum and lower price, the inventory depreciation provision is
accrued by the inventory categories. As for the inventory related to the product series produced
and sold in the same district, of the same or similar final use or purpose and impossible to be
separated from the other items, the provision is consolidated and accrued. The provision for
other inventory is accrued by the difference between the cost and net realizable value.
Upon the accrual of the inventory depreciation provision, if the previous influence factors on the
inventory deduction disappeared, which resulted in the net realizable value being higher than its
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book value; the accrual is transferred back within the previous accrual of the provision and
reckoned into the current gain/loss.
(4) The inventory system is perpetual inventory system.
12. Non-current assets and disposal groups held for sale
If the Group takes back its book value mainly by selling (including the non-monetary assets
exchange with commercial substance, the same as below) rather than noncontinuous use of a
non-current asset or disposal group, it shall be divided into the held-for-sale category. The
specific criteria are to meet the following conditions: a certain non-current asset or disposal
group can be sold immediately under the current conditions based on the practice of selling such
assets or disposal groups in similar transactions; the Company has made resolutions on the sale
plan and has obtained decided purchase commitments; the sale is expected to be completed
within one year. Thereinto, the disposal group refers to a set of assets that are disposed along
with all the others as a whole by sale or other methods in a transaction and the liabilities that are
directly related to those assets transferred in the transaction. The group of assets or asset groups
to which the disposal group belongs share the goodwill achieved in the business combination in
accordance with the Accounting Standards for Business Enterprises No. 8 - Impairment of Assets,
the disposal group should include the goodwill assigned to the disposal group.
When the initial measurement or the remeasurement at the balance sheet date of the Group is
divided into the non-current asset and disposal group held for sale, if the book value is higher
than the net amount after subtracting the selling fees from the fair value, write down the book
value to the net amount after subtracting the selling fees from the fair value, the write-down
amount is recognized as asset impairment losses and is included in the current profits and losses,
meanwhile making provisions for impairment of assets held for sale. For the disposal group, the
recognized assets impairment losses firstly offset the book value of goodwill in the disposal
group, then offset the book value of various non-current assets specified by the measurement
applicable for Accounting Standards for Business Enterprises No. 42 - Non-current Assets,
Disposal Group, and Discontinued Operation Held for Sale (Hereinafter referred to as the
Guidelines Held for Sale) in the disposal group. If the net amount after subtracting the selling
fees from the fair value of the disposal group at the subsequent balance sheet date has an
increase, the amount of the previous write-down should be restored and transferred back in the
amount of assets impairment loss recognized by non-current assets and applicable for
held-for-sale standards after being classified as the held-for-sale, the transferred amount should
be included in the current profits and losses, and increase its book value in proportion according
to the proportion of book value of various non-current assets applicable for the measurement and
specification of held-for-sale standards in the disposal group except for the goodwill; the book
value of which the goodwill has been offset and the assets impairment losses confirmed before
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the non-current assets applicable for the measurement and specification of held-for-sale
standards being classified as available-for-sale assets cannot be transferred back.
The non-current assets held for sale or the non-current assets in the disposal group shall not be
accrued for depreciation or amortization, continue to confirm the indebted interest and other
expenses in the disposal group held for sale.
When the non-current assets or disposal groups no longer meet the requirements of held-for-sale
categories, the Company shall not continue to classify them as the held-for-sale categories or
remove the non-current assets from the held-for-sale disposal group, and measure according to
the lower one of the following: (1) For the book value before being classified as held-for-sale
category, the amount of the depreciation, amortization or impairment that should be confirmed
when not being classified as held-for-sale category according to the assumptions after being
adjusted; (2) Recoverable amount.
13. Long-term equity investment
Long-term equity investments under this section refer to long-term equity investments in which
the Company has control, joint control or significant influence over the investee. Long-term
equity investment without control or joint control or significant influence of the Group is
accounted for as available-for-sale financial assets or financial assets measured at fair value with
any change in fair value charged to profit or loss. Details on its accounting policy please refer to
Note 9. “Financial instruments” under section IV.
Joint control is the Company’s contractually agreed sharing of control over an arrangement,
which relevant activities of such arrangement must be decided by unanimously agreement from
parties who share control. Significant influence is the power of the Company to participate in the
financial and operating policy decisions of an investee, but to fail to control or joint control the
formulation of such policies together with other parties.
(1) Determination of investment cost
For a long-term equity investment acquired through a business combination involving
enterprises under common control, the initial investment cost of the long-term equity investment
shall be the absorbing party’s share of the carrying amount of the owner’s equity under the
consolidated financial statements of the ultimate controlling party on the date of combination.
The difference between the initial cost of the long-term equity investment and the cash paid,
non-cash assets transferred as well as the book value of the debts borne by the absorbing party
shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained
earnings shall be adjusted. If the consideration of the merger is satisfied by issue of equity
securities, the initial investment cost of the long-term equity investment shall be the absorbing
party’s share of the carrying amount of the owner’s equity under the consolidated financial
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statements of the ultimate controlling party on the date of combination. With the total face value
of the shares issued as share capital, the difference between the initial cost of the long-term
equity investment and total face value of the shares issued shall be used to offset against the
capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be
adjusted. For business combination resulted in an enterprise under common control by acquiring
equity of the absorbing party under common control through a stage-up approach with several
transactions, these transactions will be judged whether they shall be treat as “transactions in a
basket”. If they belong to “transactions in a basket”, these transactions will be accounted for a
transaction in obtaining control. If they are not belong to “transactions in a basket”, the initial
investment cost of the long-term equity investment shall be the absorbing party’s share of the
carrying amount of the owner’s equity under the consolidated financial statements of the
ultimate controlling party on the date of combination. The difference between the initial cost of
the long-term equity investment and the aggregate of the carrying amount of the long-term
equity investment before merging and the carrying amount the additional consideration paid for
further share acquisition on the date of combination shall offset against the capital reserve. If the
capital reserve is insufficient to offset, the retained earnings shall be adjusted. Other
comprehensive income recognized as a result of the previously held equity investment accounted
for using equity method on the date of combination or recognized for available-for-sale financial
assets will not be accounted for.
For a long-term equity investment acquired through a business combination involving
enterprises not under common control, the initial investment cost of the long-term equity
investment shall be the cost of combination on the date of acquisition. Cost of combination
includes the aggregate fair value of assets paid by the acquirer, liabilities incurred or borne and
equity securities issued. For business combination resulted in an enterprise not under common
control by acquiring equity of the acquiree under common control through a stage-up approach
with several transactions, these transactions will be judged whether they shall be treat as
“transactions in a basket”. If they belong to “transactions in a basket”, these transactions will be
accounted for a transaction in obtaining control. If they are not belong to “transactions in a
basket”, the initial investment cost of the long-term equity investment accounted for using cost
method shall be the aggregate of the carrying amount of equity investment previously held by
the acquiree and the additional investment cost. For previously held equity accounted for using
equity method, relevant other comprehensive income will not be accounted for. For previously
held equity investment classified as available-for-sale financial asset, the difference between its
fair value and carrying amount, as well as the accumulated movement in fair value previously
included in the other comprehensive income shall be transferred to profit or loss for the current
period.
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Agent fees incurred by the absorbing party or acquirer for the acquisition such as audit, legal
service, and valuation and consultation fees, and other related administration expenses are
charged to profit or loss in the current period at the time such expenses incurred.
The long-term equity investment acquired through means other than a business combination
shall be initially measured at its cost. Such cost is depended upon the acquired means of
long-term equity investments, which is recognized based on the purchase cost actually paid by
the Company in cash, the fair value of equity securities issued by the Group, the agreed value of
investment contract or agreement, the fair value or original carrying amounts of the
non-monetary asset exchange transaction which the asset will be transferred out of the Company,
and the fair value of long-term equity investment itself. The costs, taxes and other necessary
expenses that are directly attributable to the acquisition of the long-term equity investments are
also included in the investment cost. For additional equity investment made in order to obtain
significant influence or common control over investee without resulted in control, the relevant
cost for long-term equity investment shall be the aggregate of fair value of previously held
equity investment and additional investment cost determined according to “Accounting Standard
for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments”.
(2) Follow-up measurement and gain/loss recognition
As for the long-term equity investment with common control (except for the common operators )
over or significant influence on the invested units, measured by the cost method. In addition,
long-term equity investment to the invested units that control by the Company adopted the cost
method for calculation in financial statement.
① Long-term equity investment checked by the cost
Upon the cost check, the investment is valuated on the initial cost. In addition to the actual prices
or the announced but yet undistributed cash dividend or profit in consideration valuation, the
current investment return is recognized by the announced cash dividend or profit by the invested
units.
② Long-term equity investment checked by the equity
When equity basis is adopted, if the initial cost of the long-term equity investment is greater than
the share of fair value of the receiver’s recognizable net asset, the initial investment cost of the
long-term equity investment will not be adjusted; if the initial cost of the long-term equity
investment is less than the share of fair value of the receiver’s recognizable net asset, the balance
shall be counted into current income account, and the cost of long-term equity investment shall
be adjusted.
Under the equity method, investment gain and other comprehensive income shall be recognized
based on the Group’s share of the net profits or losses and other comprehensive income made by
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the investee, respectively. Meanwhile, the carrying amount of long-term equity investment shall
be adjusted. The carrying amount of long-term equity investment shall be reduced based on the
Group’s share of profit or cash dividend distributed by the investee. In respect of the other
movement of net profit or loss, other comprehensive income and profit distribution of investee,
the carrying value of long-term equity investment shall be adjusted and included in the capital
reserves. The Group shall recognize its share of the investee’s net profits or losses based on the
fair values of the investee’s individual separately identifiable assets at the time of acquisition,
after making appropriate adjustments thereto. In the event of inconformity between the
accounting policies and accounting periods of the investee and the Company, the financial
statements of the investee shall be adjusted in conformity with the accounting policies and
accounting periods of the Company. Investment gain and other comprehensive income shall be
recognized accordingly. In respect of the transactions between the Group and its associates and
joint ventures in which the assets disposed of or sold are not classified as operation, the share of
unrealized gain or loss arising from inter-group transactions shall be eliminated by the portion
attributable to the Company. Investment gain shall be recognized accordingly. However, any
unrealized loss arising from inter-group transactions between the Group and an investee is not
eliminated to the extent that the loss is impairment loss of the transferred assets. In the event that
the Group disposed of an asset classified as operation to its joint ventures or associates, which
resulted in acquisition of long-term equity investment by the investor without obtaining control,
the initial investment cost of additional long-term equity investment shall be the fair value of
disposed operation. The difference between initial investment cost and the carrying value of
disposed operation will be fully included in profit or loss for the current period. In the event that
the Group sold an asset classified as operation to its associates or joint ventures, the difference
between the carrying value of consideration received and operation shall be fully included in
profit or loss for the current period. In the event that the Company acquired an asset which
formed an operation from its associates or joint ventures, relevant transaction shall be accounted
for in accordance with “Accounting Standards for Business Enterprises No. 20 “Business
combination”. All profit or loss related to the transaction shall be accounted for.
Recognition of the share of net loss by the investment receiver shall be limited to when the book
value of long-term equity investment and other long-term equity forms substantial net
investment has been reduced to zero. Beside, if the Company is responsible for other losses of
the investment receiver, predicted liability shall be recognized upon the prediction of
responsibilities and recorded into current investment loss account. If the receiver realized net
profit in the period thereafter, the share of gains is recovered after making up of share of losses
which has not been recognized.
For long equity investment in associate and joint venture held by the Company prior to first
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implementation of the new accounting principles on 1 January 2007, equity investment debtor
difference relating to the investment (if any) shall be amortized and included in current gains and
losses against the remaining period under straight line method.
③ Acquisition of minority equity
When preparing consolidated financial statements, the difference between the increase in
long-term equity investment due to acquisition of minority interest of a subsidiary and the share
of net asset of the subsidiary since the acquisition date (or combination date) calculated under
the new ownership ratio shall be adjusted to the capital surplus, when capital surplus is
insufficient, the excess shall be adjusted to retained profits.
④ Disposal of long-term equity investment
In these consolidated financial statements, where the parent company disposes part of its
subsidiary without loss of control, the difference between the consideration received and the
share of net asset for the disposed portion of long-term equity investment shall be recognized in
shareholders’ equity; where the parent company disposes part of its subsidiary with loss of
control, the accounting treatment should be in accordance with the accounting policies stated at
Note IV 5 (2) “Preparation of consolidated financial statements”.
For disposal of long-term equity investment in other situations, the difference between the
considerations received and the carrying amount of the disposed investment shall be recognized
in profit or loss.
In respect of long-term equity investment at equity with the remaining equity interest after
disposal also accounted for using equity method, other comprehensive income previously under
owners’ equity shall be accounted for in accordance with the same accounting treatment for
direct disposal of relevant asset or liability by investee on pro rata basis at the time of disposal.
The owners’ equity recognized for the movement of other owners’ equity (excluding net profit
or loss, other comprehensive income and profit distribution of investee) shall be transferred to
profit or loss for the current period on pro rata basis.
In respect of long-term equity investment at cost with the remaining equity interest after disposal
is also accounted for at cost, other comprehensive income recognized due to measurement at
equity or recognition and measurement for financial instruments prior to obtaining control over
investee shall be accounted for in accordance with the same accounting treatment for direct
disposal of relevant asset or liability by investee and carried forward to current gains and losses
on pro rata basis. The movement of other owners’ equity (excluding net profit or loss, other
comprehensive income and profit distribution of investee) shall be transferred to profit or loss
for the current period on pro rata basis.
In the event of loss of control over investee due to partial disposal of equity investment by the
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Group, in preparing separate financial statements, the remaining equity interest which can apply
common control or impose significant influence over the investee after disposal shall be
accounted for using equity method. Such remaining equity interest shall be treated as accounting
for using equity method since it is obtained and adjustment was made accordingly. For
remaining equity interest which cannot apply common control or impose significant influence
over the investee after disposal, it shall be accounted for using the recognition and measurement
standard of financial instruments. The difference between its fair value and carrying amount as at
the date of losing control shall be included in profit or loss for the current period. In respect of
other comprehensive income recognized using equity method or the recognition
andmeasurement standard of financial instruments before the Group obtained control over the
investee, it shall be accounted for in accordance with the same accounting treatment for direct
disposal of relevant asset or liability by investee at the time when the control over investee is lost.
Movement of other owners’ equity (excluding net profit or loss, other comprehensive income
and profit distribution under net asset of investee accounted for and recognized using equity
method) shall be transferred to profit or loss for the current period at the time when the control
over investee is lost. Of which, for the remaining equity interest after disposal accounted for
using equity method, other comprehensive income and other owners’ equity shall be transferred
on pro rata basis. For the remaining equity interest after disposal accounted for using the
recognition and measurement standard of financial instruments, other comprehensive income
and other owners’ equity shall be fully transferred.
In the event of loss of common control or significant influence over investee due to partial
disposal of equity investment by the Group, the remaining equity interest after disposal shall be
accounted for using the recognition and measurement standard of financial instruments. The
difference between its fair value and carrying amount as at the date of losing common control or
significant influence shall be included in profit or loss for the current period. In respect of other
comprehensive income recognized under previous equity investment using equity method, it
shall be accounted for in accordance with the same accounting treatment for direct disposal of
relevant asset or liability by investee at the time when equity method was ceased to be used.
Movement of other owners’ equity (excluding net profit or loss, other comprehensive income
and profit distribution under net asset of investee accounted for and recognized using equity
method) shall be transferred to profit or loss for the current period at the time when equity
method was ceased to be used.
The Group disposes its equity investment in subsidiary by a stage-up approach with several
transactions until the control over the subsidiary is lost. If the said transactions belong to
“transactions in a basket”, each transaction shall be accounted for as a single transaction of
disposing equity investment of subsidiary and loss of control. The difference between the
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disposal consideration for each transaction and the carrying amount of the corresponding
long-term equity investment of disposed equity interest before loss of control shall initially
recognized as other comprehensive income, and subsequently transferred to profit or loss arising
from loss of control for the current period upon loss of control.
14. Investment real estate
Investment real estate is defined as the real estate with the purpose to earn rent or capital
appreciation or both, including the rented land use rights and the land use rights which are held
and prepared for transfer after appreciation, the rented buildings. Besides, vacant buildings held
by the Company for operating or lease purposes would be also stated as investment property
provided that board of directors (or similar authority) pass written resolution which definitely
expresses that the buildings will be held for operating or lease purposes and the intention for
holding will not change shortly.
Investment real estate is measured according to the initial cost. The follow-up expenses that are
related to investment real estate, if the economic interests related to the assets are is likely to
inflow cost and its costs can be reliably measured, shall be included in the cost of investment
real estate. The other follow-up expense shall be included in the current gains/losses.
The Company adopts the cost model to have follow-up measurements of the investment real
estate, and to conduct depreciation or amortization according to the policies that are in consistent
with the land use rights.
Impairment test method and impairment provision method in relation to investment property is
detailed in Note IV.20 “Long term assets impairment”.
Where property for own use or inventory transfers to investment property, or investment
property transfers to property for own use, carrying value before such transfer shall be taken as
book value after such transfer.
In the event that an investment property is converted to an owner-occupied property, such
property shall become fixed assets or intangible assets since the date of its conversion. In the
event that an owner-occupied property is converted to real estate held to earn rentals or for
capital appreciation, such fixed assets or intangible assets shall become an investment property
since the date of its conversion. Upon the conversion, investment property which is measured at
cost is accounted for with the carrying value prior to conversion, and investment property which
is measured at fair value is accounted for with the fair value as of the conversion date.
If an investment property is disposed of or if it withdraws permanently from use and no
economic benefit will be obtained from the disposal, the recognition of it as an investment
property shall be terminated. When an investment property is sold, transferred, retired or
damaged, the amount of proceeds on disposal of the property net of the carrying amount and
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related tax and surcharges is recognized in profit or loss for the current period.
15. Fixed assets
(1) Recognition conditions for the fixed assets
Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for
operation & management, and have more than one fiscal year of service life. The fixed assets recognized on the condition of
economy benefit probably in-flow into the Company and the cost should measured reliably only. Initial measurement shall be
conducted on fixed assets according to the actual cost when obtain them and also considering the expected costs for disposal.
(2) Depreciation of various fixed assets
From the next month since reaching the intended use state, depreciations on fixed assets shall be accounted by using the method
of average life length except the steam turbine generating unit that accounted by withdrawal the working volume method.
Life expectancy, expected net impairment value and annual depreciation rate of all assets are as follows:
Item Life expectancy Salvage value rate Annual depreciation rate
Houses and buildings 20 years 10% 4.50%
Equipment (fuel machinery group excluded) 15-20 years 10% 4.5%-6%
Equipment-fuel machinery group (note) 10% The work quantity method
Transportation tools 5 years 10% 18%
Other equipment 5 years 10% 18%
Estimated salvage value refers to the amount of value retrieved after deducting of predicted
disposal expense when the expected using life of a fixed asset has expired and in the expected
state of termination.
Note: gas turbine generator set is provided with depreciation under workload method, namely to
determine the depreciation amount per hour of gas turbine generator set based on equipment
value, predicted net remaining value and predicted generation hours. Details are set out as
follows:
Name of the Company Fixed assets Depreciation amount (RMB/Hour)
Generating unit 1# 391.26
The Company Generating unit 3# 397.15
Generating unit 7# 4,214.73
Shenzhen New Power Industrial Co., Ltd.(“New
Generating unit 10#
Power”) 2,134.37
Shen Nan Dian (Zhongshan) Power Co., Generating unit 1# 4,246.00
Ltd.(“Zhongshan Power”) Generating unit 3# 4,160.83
Shen Nan Dian (Dongguan) Weimei Power Co., Generating unit 1# 4,490.64
Ltd.(“Weimei Power”) Generating unit 3# 4,217.56
(3) Impairment test on fixed asset and providing of impairment provision
Found more in Note IV-20.”Impairment of long-term assets”.
(4) Recognition basis and measurement method of fixed assets under finance lease
Leases are classified as finance leases whenever the terms of the lease transfer substantially all
the risks and rewards of ownership to the lessee. Title may or may not eventually be transferred.
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The depreciation policy for fixed asset held under finance lease is consistent with that for its
owned fixed asset. When a leased asset can be reasonably determined that its ownership will be
transferred at the end of the lease term, it is depreciated over the period of expected use;
otherwise, the leased asset is depreciated over the shorter period of the lease term and the period
of expected use.
(5) Other remarks
Concerning the follow-up expenses related to fixed assets, if the relevant economy benefit of
fixed assets probably in-flow into the Company and can be measured reliably, reckoned into cost
of fixed assets and terminated the recognition of the book value of the parts that been replaced.
Others follow-up expenses should reckoned into current gains/losses while occurred.
Terminated the recognition of fixed assts that in the status of disposal or pass through the
predicted usage or without any economy benefits arising from disposal. Income from treatment
of fixed asset disposing, transferring, discarding or damage, the balance after deducting of book
value and relative taxes is recorded into current income account.
The Company re-reviews useful life, expected net residual value and depreciation method of
fixed assets at least at each year end. Any change thereof would be recorded as change of
accounting estimates.
16. Construction-in-progress
Cost of construction in process is determined at practical construction expenditures, including all
expenses during the construction, capitalized loan expenses before the construction reaches
useful status, and other relative expenses. It is transferred to fixed asset as soon as the
construction reaches the useful status.
Impairment testing method and accrual method for impairment reserves found in Note
IV-20”Impairment of long-term assets”
17. Borrowing expenses
Borrowing expenses include interest, amortisation of discounts or premiums related to
borrowings, ancillary costs incurred in connection with the arrangement of borrowings, and
exchange differences arising from foreign currency borrowings. Borrowing expenses that can be
directly attributed for purchasing or construction of assets that are complying with capitalizing
conditions start to be capitalized when the payment of asset and borrowing expenses have
already occurred, and the purchasing or production activities in purpose of make the asset usable
have started; Capitalizing will be terminated as soon as the asset that complying with
capitalizing conditions has reached its usable or saleable status. The other borrowing expenses
are recognized as expenses when occurred.
Interest expenses practically occurred at the current term of a special borrowing are capitalized
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after deducting of the bank saving interest of unused borrowed fund or provisional investment
gains; Capitalization amounts of common borrowings are decided by the weighted average of
exceeding part of accumulated asset expenses over the special borrowing assets multiply the
capitalizing rate of common borrowings adopted. Capitalization rates are decided by the
weighted average of common borrowings.
During the capitalization period, exchange differences on a specific purpose borrowing
denominated in foreign currency shall be capitalized. Exchange differences related to
general-purpose borrowings denominated in foreign currency shall be included in profit or loss
for the current period.
Qualifying assets are assets (fixed assets, investment property, inventories, etc.) that necessarily
take a substantial period of time for acquisition, construction or production to get ready for their
intended use or sale.
Capitalization of borrowing costs shall be suspended during periods in which the acquisition,
construction or production of a qualifying asset is interrupted abnormally, when the interruption
is for a continuous period of more than 3 months, until the acquisition, construction or
production of the qualifying asset is resumed.
18. Intangible assets
(1) Intangible assets
An intangible asset is an identifiable non-monetary asset without physical substance owned or
controlled by the Company.
An intangible asset shall be initially measured at cost. The expenditures incurred on an
intangible asset shall be recognized as cost of the intangible asset only if it is probable that
economic benefits associated with the asset will flow to the Company and the cost of the asset
can be measured reliably. Other expenditures on an item asset shall be charged to profit or loss
when incurred.
Land use right acquired shall normally be recognized as an intangible asset. Self-constructed
buildings (e.g. plants), related land use right and the buildings shall be separately accounted for
as an intangible asset and fixed asset. For buildings and structures purchased, the purchase
consideration shall be allocated among the land use right and the buildings on a reasonable basis.
In case there is difficulty in making a reasonable allocation, the consideration shall be
recognized in full as fixed assets.
An intangible asset with a finite useful life shall be stated at cost less estimated net residual value
and any accumulated impairment loss provision and amortized using the straight-line method
over its useful life when the asset is available for use. Intangible assets with indefinite life are
not amortized.
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The Group shall review the useful life of intangible asset with a finite useful life and the
amortization method applied at least at each financial year-end. A change in the useful life or
amortization method used shall be accounted for as a change in accounting estimate. For an
intangible asset with an indefinite useful life, the Group shall review the useful life of the asset
in each accounting period. If there is evidence indicating that the useful life of that intangible
asset is finite, the Company shall estimate the useful life of that asset and apply the accounting
policies accordingly.
(2) Impairment test method of intangible assets & calculation method of depreciation reserve
Found more in Note IV-20”Impairment of long-term assets”.
19. Long-term expenses to be amortized
Long-term amortizable expenses are those already occurred and amortizable to the current term
and successive terms for over one year. Long-term amortizable expenses are amortized by
straight-line method to the benefit period.
20. Impairment of long-term assets
The Group will judge if there is any indication of impairment as at the balance sheet date in
respect of non-current non-financial assets such as fixed assets, construction in progress,
intangible assets with an infinite useful life, investment properties measured at cost, and
long-term equity investments in subsidiaries, joint ventures and associates. If there is any
evidence indicating that an asset may be impaired, recoverable amount shall be estimated for
impairment test. Goodwill, intangible assets with an indefinite useful life and intangible assets
beyond working conditions will be tested for impairment annually, regardless of whether there is
any indication of impairment.
If the impairment test result shows that the recoverable amount of an asset is less than its
carrying amount, the impairment provision will be made according to the difference and
recognized as an impairment loss. The recoverable amount of an asset is the higher of its fair
value less costs of disposal and the present value of the future cash flows expected to be derived
from the asset. An asset’s fair value is the price in a sale agreement in an arm’s length
transaction. If there is no sale agreement but the asset is traded in an active market, fair value
shall be determined based on the bid price. If there is neither sale agreement nor active market
for an asset, fair value shall be based on the best available information. Costs of disposal are
expenses attributable to disposal of the asset, including legal fee, relevant tax and surcharges,
transportation fee and direct expenses incurred to prepare the asset for its intended sale. The
present value of the future cash flows expected to be derived from the asset over the course of
continued use and final disposal is determined as the amount discounted using an appropriately
selected discount rate. Provisions for assets impairment shall be made and recognized for the
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individual asset. If it is not possible to estimate the recoverable amount of the individual asset,
the Group shall determine the recoverable amount of the asset group to which the asset belongs.
The asset group is the smallest group of assets capable of generating cash flows independently.
For the purpose of impairment testing, the carrying amount of goodwill presented separately in
the financial statements shall be allocated to the asset groups or group of assets benefiting from
synergy of business combination. If the recoverable amount is less than the carrying amount, the
Group shall recognize an impairment loss. The amount of impairment loss shall first reduce the
carrying amount of any goodwill allocated to the asset group or set of asset groups, and then
reduce the carrying amount of other assets (other than goodwill) within the asset group or set of
asset groups, pro rata on the basis of the carrying amount of each asset.
An impairment loss recognized on the aforesaid assets shall not be reversed in a subsequent
period in respect of the restorable value.
21. Staff remuneration
Staff remuneration includes short term staff remuneration, post office benefit, dismissal benefit
and other long term staff benefits, among which:
Short term staff remuneration mainly consists of salary, bonus, allowance and subsidy, staff
benefits, medical insurance, maternity insurance, work related injury insurance, housing funds,
labor unit fee and education fee, non-monetary benefits, etc. short term staff remuneration
actually happened during the accounting period in which staff provides services to the Company
is recognized as liability, and shall be included in current gains and losses or relevant asset cost.
Non-monetary benefits are measured at fair value.
Post office benefits mainly consist of defined withdraw plan and defined benefit plan. Defined
withdraw plan mainly includes basic pension insurance, unemployment insurance and annuity,
and the contribution payable is included in relevant asset cost or current gains and losses when
occurs.
When the Company terminates the employment relationship with employees before the end of
the employment contracts or provides compensation as an offer to encourage employees to
accept voluntary redundancy, the Company shall recognize employee compensation liabilities
arising from compensation for staff dismissal and included in profit or loss for the current period,
when the Company cannot revoke unilaterally compensation for dismissal due to the
cancellation of labor relationship plans and employee redundant proposals; and the Company
recognize cost and expenses related to payment of compensation for dismissal and restructuring,
whichever is earlier. However, if the compensation for termination of employment is not
expected to be fully paid within 12 months from the reporting period, it shall be accounted for
other long-term staff remuneration.
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The early retirement plan shall be accounted for in accordance with the accounting principles for
compensation for termination of employment. The salaries or wages and the social contributions
to be paid for the employees who retire before schedule from the date on which the employees
stop rendering services to the scheduled retirement date, shall be recognized (as compensation
for termination of employment) in the current profit or loss by the Group if the recognition
principles for provisions are satisfied.
For other long-term employee benefits provided by the Company to its employees, if satisfy with
the established withdraw plan, then the benefits are accounted for under the established
withdraw plan, otherwise accounted for under defined benefit scheme.
22. Accrued liabilities
When responsibilities connected to contingent issues meet the follow conditions at the same time,
than recognized as accrued liability: (1) the liability is the current liability that undertaken by the
Company; (2) the liability has the probability of result in financial benefit outflow; and (3) the
responsibility can be measured reliably for its value.
At balance sheet day, with reference to the risks, uncertainty and periodic value of currency that
connected to the contingent issues, the predicted liabilities are measured according to the best
estimation on the payment to fulfill the current responsibility.
If the expenses for clearing of predictive liability is fully or partially compensated by a third
party, and the compensated amount can be definitely received, it is recognized separated as asset.
The compensated amount shall not be greater than the book value of the predictive liability.
(1) Contact in loss
Contact in loss is identified when the inevitable cost for performance of the contractual
obligation exceeds the inflow of expected economic benefits. When a contract in loss is
identified and the obligations thereunder are qualified by the aforesaid recognition criterion for
contingent liability, the difference of estimated loss under contract over the recognized
impairment loss (if any) of the subject matter of the contract is recognized as contingent liability.
(2) Restructuring obligations
For detailed, official and publicly announced restructuring plan, the direct expenses attributable
to the restructuring are recognized as contingent liabilities, provided that the aforesaid
recognition criterion for contingent liability is met. For restructuring obligations arising from
disposal of part business, the Company will recognise the obligations relating to restructuring
only when it undertakes to dispose part business (namely entering into finalized disposal
agreement).
23. Share-based Payments
(1) Accounting treatment
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Share-based payment refers to a transaction in which an enterprise grants equity instruments or
undertakes equity-instrument- based liabilities in return for services from employee or other
parties. The share-based payments shall consist of equity-settled share-based payments and
cash-settled share-based payments.
① Equity-settled Share-based Payment
The equity-settled share-based payment in return for employee services shall be measured at the
fair value of the equity instruments granted to the employees as at the date of grant. For equity
instruments that cannot be exercised until the services are fully rendered during vesting period or
specified performance targets are met, within the vesting period, the fair value of such
instrument shall, based on the best estimate of the number of exercisable instruments, be
calculated with the straight- line method and recognized in relevant costs or expenses. For equity
instruments that may be exercised immediately after the grant, the fair value of such instrument
shall, on the date of the grant, be recognized in relevant costs or expenses with the increase in
the capital reserve accordingly.
On each balance sheet date during the vest period, the Company makes the best estimate based
on subsequent information such as the latest available information about change of number of
exercisable employees, thus to amend the number of equity instruments which are expected to be
exercisable. Impact of the above estimate is included in relevant cost or expense for the current
period, with corresponding adjustment in capital reserve.
The equity-settled share-based payment in return for services from other parties, if the fair value
of services from other parties can be reliably measured, shall be measured at the fair value of
such services as at the date of acquisition; if the fair value of services from other parties cannot
be reliably measured but the fair value of equity instruments can be reliably measured, shall be
measured at the fair value of such equity instruments as at the date of acquisition of such
services recognized in relevant costs or expenses with the increase in the capital reserve
accordingly.
② Cash-settled Share-based Payment
The cash-settled share-based payment shall be measured at the fair value of liabilities identified
on the basis of shares or other equity instruments undertaken by the Group. For the instruments
that may be exercised immediately after the grant, the fair value shall, on the date of the grant, be
recognized in relevant costs or expenses and the liabilities shall be increased accordingly. For
instruments that cannot be exercised until the services are fully provided during vesting period or
specified performance targets are met, on each balance sheet date within the vesting period, the
services acquired in the current period shall, based on the best estimate of the number of
exercisable instruments, be recognized in relevant costs or expenses and the corresponding
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liabilities at the fair value of the liability incurred by the Group.
The Group shall, on each balance sheet date and on each account date prior to the settlement of
the relevant liabilities, re-measure the fair values of the liabilities and include the changes in the
profit or loss for the period.
(2) Accounting treatment in respect of the modification and termination of share-based payment
scheme
If any modification made by the Group to the share-based payment scheme increases the fair
value of the equity instrument awarded, services obtained shall be increased accordingly. The
increase in fair value of such equity instrument equals to the difference between the fair values
before and after the date of modification. If any modification reduces the total fair value of
share-based payment or is otherwise unfavorable to employees, services obtained shall be treated
as if such modification had never been made, unless the Group has canceled part or the entire
equity instrument award.
During the vesting period, where an equity instrument award is cancelled, it is treated as if it had
vested on the date of cancellation, and any expense not yet recognized for the award is included
immediately into the profit or loss for the period and capital reserve is recognized. Where
employees or other parties are permitted to choose to fulfill non-vesting conditions but have not
fulfilled during the vesting period, equity instrument award are deemed cancelled.
(3) Accounting for share based payment concerning the Company, its shareholders or actual
controllers
As for share based payment concerning the Company, its shareholders or actual controllers, with
either the settlement entity or service-acceptance entity in the Company or not, it is accounted
for in our consolidated financial statement under the following provisions:
① for settlement entity making settlement with its own equity instruments, the transaction is
accounted for as equity settled share based payment, otherwise it shall be accounted for as cash
settled share based payment.
If the settlement entity is an investor of the service-acceptance entity, the transaction is
recognized as long term equity investment in the service-acceptance entity based on the fair
value of the equity instruments as at the grant date or the fair value of assumed liabilities, with
recognition of capital reserve (other capital reserve) or liabilities.
② If service-acceptance entity is not obliged to settle or grant its own equity instruments to its
employees, the share based payment transaction is accounted for as equity settled share based
payment. If service-acceptance entity is obliged to settle or the equity instruments granted to its
employee are not the own instruments of the entity, the share based payment transaction is
accounted for as cash settled share based payment.
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For intra-company share based payment transactions, if the service-acceptance entity and
settlement entity are not the same enterprise, the share based payment transaction shall be
recognized and measured in the respective financial statement of the two entities under the
aforesaid principles.
24. Income
When significant risks and rewards of ownership of goods have been transferred to buyer, no
continuous management right regularly related to ownership is retained, no effective control is
conducted on goods sold, moreover, amount of income may be measured in a reliable way,
relevant economic profit may have flown into enterprise and relevant incurred cost or to be
incurred may be measured in a reliable way, implementation of goods sales revenue will be
confirmed. Detail recognization according to specific revenue:
(1) Power sales revenue
The Group generates electricity by thermal power, and realizes sales through incorporation into
Guangdong power grid. As for power sales, the Group realizes revenue when it produces
electricity and obtains the grid power statistics table confirmed by the power bureau.
(2) Revenue from providing labor service
Under the condition of service providing business can be estimated in a reliable way, relevant
economic benefit is likely to flow into enterprise, completion degree of business may be
estimated in a reliable way and relevant incurred cost and to be incurred may be measured in a
reliable way, the revenue from labor service providing recognized. Relevant service revenue may
be confirmed by the Company as percentage-of-completion method on balance sheet date.
Completion degree of service business will be determined as share of incurred service cost in
estimated general cost.
If result of service providing business can’t be estimated in a reliable way, service revenue
should be confirmed as amount of incurred service cost expected to be compensated, where
incurred service cost is taken as period charge. If no compensation is expected for incurred
service cost, income won’t be confirmed.
25. Government subsidy
Government subsidy refers to the monetary asset and non-monetary asset that the Company
obtains from the government free of charge, excluding the capital that the government invests as
an investor and enjoys the corresponding owner's equity. Government subsidies are divided into
the asset-related government subsidy and the income-related government subsidy.
If the government subsidy is a monetary asset, it shall be measured according to the received or
receivable amount. If the government subsidy is a non-monetary asset, it shall be measured at
fair value. If the fair value cannot be obtained reliably, it shall be measured according to the
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nominal amount. Government subsidy measured by nominal amount is directly included in the
current profits and losses.
The government subsidy related to the assets is recognized as deferred income and is recorded
into the current profits and losses or the book value of the relevant assets in a reasonable and
systematic manner within the useful life of the relevant assets. Revenue-related government
grants are used to compensate for the related costs or losses incurred during the subsequent
period and are recognized as deferred income and are recognized in the current profit or loss or
related expenses during the period of recognition of the relevant cost expense or loss; Incurred
costs or losses incurred, directly included in the current profits and losses or offset the relevant
costs.
For the government subsidy containing both asset-related parts and income-related parts at the
same time, distinguish the different parts and make the accounting treatment, classify the parts
which are difficult to be distinguished as the income-related government subsidy.
The government subsidy related to the Company’s daily activities is included in other incomes or
offsets related costs in accordance with the essence of economic business; while the government
subsidy unrelated to the Company’s daily activities is included in non-operating income and
expenditure.
When the recognized government subsidy needs to be refunded or has balance of related
deferred income, offset the book balance of related deferred income, and include the excess parts
in the current profits and losses or (the asset-related government subsidy for offsetting the book
value of underlying assets in initial recognition) adjust the book value of assets; directly include
these belong to other situations in the current profits and losses.
The basis for confirming the relevant public subsidies of the Company and its subsidiaries is as
follows:
Shenzhen Shennandian Environmental Protection Co., Ltd. (Hereinafter referred to as the
\"Environmental Protection Company\"), a subsidiary of the Company, is a sludge treatment unit,
according to the (CS No. [2015] 78) notice of Ministry of Finance and the State Administration
of Taxation about printing and issuing the \"comprehensive utilization of resources and labor
services VAT discounts directory\", Environmental Protection Company can enjoy the
value-added tax refund policy for sludge treatment with 70% recognized as the public subsidy
income.
26. Deferred income tax asset/ deferred income tax liability
(1) Current income tax
On balance sheet date, current income tax liability (or asset) formed during and before current
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period will be measured as amount of income tax payable (or repayable) as specified by tax law.
Assessable income on which current income expense is based represents the profit before tax for
the year upon adjustment against relevant tax rules.
(2) Deferred income tax asset & deferred income tax liability
For balance of book value of some asset/liability item and its tax base, or temporary difference
derived from balance of book value and tax base of the item, which is not confirmed as asset or
liability but tax base can be fixed as specified by tax law, deferred income tax asset & deferred
income tax liability will be confirmed in balance sheet liability approach.
Deferred income tax liabilities are not recognized for taxable temporary differences related to:
the initial recognition of goodwill; and the initial recognition of an asset or liability in a
transaction which is neither a business combination nor affects accounting profit or taxable profit
(or deductible loss) at the time of the transaction. In addition, the Group recognizes the
corresponding deferred income tax liability for taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, except when both of the following
conditions are satisfied: the Company able to control the timing of the reversal of the temporary
difference; and it is probable that the temporary difference will not reverse in the foreseeable
future.
Deferred income tax assets are not recognized for deductible temporary differences related to the
initial recognition of an asset or liability in a transaction which is neither a business combination
nor affects accounting profit or taxable profit (or deductible loss) at the time of the transaction.
In addition, the Group recognizes the corresponding deferred income tax asset for deductible
temporary differences associated with investments in subsidiaries, associates and joint ventures
to the extent that it is probable that taxable profits will be available against which the deductible
temporary differences can be utilized, except when both of the following conditions are satisfied:
it is not probable that the temporary difference will reverse in the foreseeable future; and it is not
probable that taxable profits will be available in the future, against which the temporary
difference can be utilized.
For deductible loss and taxation decrease which can be carried over to following fiscal year,
relevant deferred income tax asset may be confirmed subject to amount of taxable income which
is likely to be acquired to deduct deductible loss and taxation decrease in the future.
On balance sheet day, those deferred income tax assets and income tax liabilities, according to
the tax law, calculation will be on tax rate applicable to retrieving period of assets or clearing of
liabilities.
On balance sheet day, verification will be performed on the book value of differed income tax
assets. If it is not possible to obtain enough taxable income to neutralize the benefit of differed
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income tax assets, then the book value of the differed income tax assets shall be reduced.
Whenever obtaining of taxable income became possible, the reduced amount shall be restored.
(3) Income tax expenses
Income tax expense includes current income tax and deferred income tax.
Current deferred income tax and deferred income tax expenses or income shall reckoned into
current gains/losses other that those current income tax and deferred income tax with
transactions and events concerned, that reckoned into shareholder’s equity directly while
recognized as other comprehensive income; and the book value of the goodwill adjusted for
deferred income tax arising from enterprise combination
(4) Offset of income tax
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis
or to realize the assets and settle the liabilities simultaneously, current tax assets and current tax
liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend either to
settle current tax assets and liabilities on a net basis or to realize the assets and liabilities
simultaneously, in each future period in which significant amounts of deferred tax assets or
liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset
and presented on a net basis.
27. Leasing
Finance lease is to virtually transfer all risks and rewards related to ownership of asset, the
ownership is may transfer ultimately or not. Leases other than finance lease are operating leases.
(1) Lease business with the Company as the rentee
The rental is reckoned into the relevant assets cost or the current loss/gain in the straight-line
method. The initial direct expenses are reckoned into the current gain/loss, or the actual rental
into the current loss/gain.
(2) Lease business with the Company as the renter
The rental is reckoned into the relevant assets cost or the current loss/gain in the linear way. The
initial direct substantive expenses are capitalized and reckoned into the current gain/loss, or the
actual rental into the current loss/gain. The initial direct small expenses are reckoned into the
current actual gain/loss, or the actual rental into the current loss/gain.
(3) Financing lease business with the Group recorded as lessee
On the beginning date of the lease, the entry value of leased asset shall be at the lower of the fair
value of the leased asset and the present value of minimum lease payment at the beginning date
- 50 -
of the lease. Minimum lease payment shall be the entry value of long-term accounts payable,
with difference recognized as unrecognized financing expenses. In addition, initial direct costs
attributable to leased items incurred during the process of lease negotiation and signing of lease
agreement shall be included in the value of leased assets. The balance of minimum lease
payment after deducting unrecognized financing expenses shall be accounted for long-term
liability and long-term liability due within one year.
Unrecognized financing expenses shall be recognized as financing expenses for the current
period using effective interest method during the leasing period. Contingent rent shall be
included in profit or loss for the current period at the time it incurred.
(4) Financing lease business with the Group recorded as lessor
On the beginning date of the lease, the entry value of lease receivable shall be the aggregate of
minimum lease receivable and initial direct costs at the beginning date of the lease. The
unsecured balance shall be recorded. The aggregate of minimum lease receivable, initial direct
costs and unsecured balance and the different between their present value shall be recognized as
unrealised financing income. The balance of lease receivable after deducting unrecognized
financing income shall be accounted for long-term debt and long-term debt due within one year.
Unrecognized financing income shall be recognized as financing income for the current period
using effective interest method during the leasing period. Contingent rent shall be included in
profit or loss for the current period.
28. Other main accounting policies and estimations
(1) Discontinued operation
The discontinued operation refers to the component that meets one of following conditions and
has been disposed by the Company or classified as held-for-sale and can be individually
distinguished when operating and preparing the financial statements: ① the component
represents an independent main Business or a major operating area; ② the component is a parts
that intends to dispose or arrange an independent main business or a major operating area; ③ the
component is a subsidiary obtained only for re-sale.
For details of the accounting treatment methods of discontinued operation, please refer to
Annotation IV. 12 “Classify as assets held for sale”.
(2) Debt restructures
① Obligation of recording debt restructuring as debtor
For debt liquidated with cash, balance between book value of debt to be restructured and amount
of actual payment will be included in current gain and loss. On the contrary, for debt liquidated
with non-cash asset, balance between book value of debt to be restructured and fair value of
non-cash asset transferred will be included in current gain and loss. Balance between fair value
- 51 -
of non-cash asset transferred and book value of debt to be restructured will be included in
current gains and loss.
When debt is transferred to capital, balance between book value of debt to be restructured and
fair value of loaner’s share derived from disclaim will be included in current gains and loss.
When other terms of debt are modified, fair value of debt after modification will be taken as
entry value of restructured debt. Balance between book value of debt prior to restructuring and
debt restructured will be included in current gain and loss.
When combination of multiple modes is applied, book value of debt to be restructured will be
offset by cash for payment, fair value of non-cash asset transferred and fair value of loaner’s
share successively, then applicable method under modification mentioned above will be applied.
② Obligation of recording debt restructuring as loaner
For debt liquidated with cash, balance between book balance of credit to be restructured and
cash received will be included in current gain and loss. On the contrary, for debt liquidated with
non-cash asset, balance between book balance of credit to be restructured and fair value of
non-cash asset received will be included in current gain and loss.
When debt is transferred to capital, balance between fair value of loaner’s share and book
balance of credit to be restructured will be included in current gain and loss.
When other terms of debt are modified, fair value of credit after modification will be taken as
book value of credit to be restructured. Balance between book balance of debt prior to
restructuring and book value of credit restructured will be included in current gain and loss.
When combination of multiple modes is applied, book balance of credit to be restructured will
be offset by cash received, fair value of] non-cash asset received and fair value of loaner’s share
successively, applicable method under modification mentioned above will be applied.
When depreciation reserve has been accrued in credit to be restructured, accrual depreciation
reserve will be offset by balances above. Remnant after offset will be included in current gain
and loss.
29. Changes in significant accounting policies and accounting estimates
(1) Changes in accounting policies
Changes in accounting policies caused by the implementation of new Accounting Standards for
Business Enterprises
On April 28, 2017, the Ministry of Finance issued the Accounting Standards for Business
Enterprises No. 42 - Non-current Assets, Disposal Group, and Discontinued Operation Held for
Sale, which has been implemented in all enterprises that carry out the Accounting Standards for
Business Enterprises from May 28, 2017. On May 10, 2017, the Ministry of Finance revised the
Accounting Standards for Business Enterprises No. 16 - Government Subsidy, which has been
- 52 -
implemented in all enterprises that carry out the Accounting Standards for Business Enterprises
from June 12, 2017. In accordance with the requirements of the Ministry of Finance, the
company has revised the company's major accounting policies accordingly. The major
accounting policy changes adopted in the current financial reports have been approved by the
resolution of the 19th extraordinary meeting of the 7th Board of Directors and the 12th
extraordinary meeting of the 7th Board of Supervisors on August 3, 2017.
(2) Change of accounting estimate
No changes of accounting estimate in the period
30. Major accounting judgment and estimation
When using the accounting policies discussed in note IV, the Group needs to made judgment,
estimation and assumption for carrying value of certain items which cannot be measured
adequately due to inherent uncertainty of economic activities. Such judgment, estimation and
assumption are based on historical experiences of the Group’s management, together with
consideration of other relevant factors. These judgments, estimations and assumption would
affect the reported amount of income, expense, asset and liability and disclosure of contingent
liabilities on balance sheet date. However, actual results resulting from the uncertainty of these
estimates may differ from the current estimation made by management of the Company, which
would in turn lead to material adjustments to the carrying value of assets or liabilities which will
be affected in future.
The Group conducts regular re-review on the aforesaid judgment, estimation and assumption on
a continued operation basis. If the change of accounting estimation only affect current period, the
affected amount is recognized in the period when change occurs. If the change affects current
and future periods both, the affected amount is recognized in the period when change occurs and
future periods.
On balance sheet date, major aspects in the statement need to judge, estimate and consumption
by the Company are as:
(1) Fixed assets are provided for depreciation by output method
The Group recognizes depreciation for unit electricity based on values of power generation
machine sets, projected power sales volume and projected net remaining value, and provides for
depreciation according to depreciation of unit electricity and actual power sales volume. Taking
into account the prevailing industry policies, technologies, consumption, allocation method of
power management authorities and past experiences, and the Group management believes that it
is adequate for utilization life of such power generation machine sets, projected power sales
volume, projected net remaining value and provision method for depreciation. If the future actual
power sales volume differs substantially from the projected one, the Group would make
- 53 -
adjustment to unit electricity depreciation, which would bring affects to the depreciation
expenses included in profit and loss for the current and future periods.
(2) The provisional estimated value of fixed assets
As for the power generation machine sets and related buildings reaching the condition for
intended use, due to the long construction period of power plant projects, high prices and long
completion settlement time, they are accounted provisional based on project budget, project
pricing or project actual costs before process of project completion settlement. And upon such
settlement, the Company adjusts the original provisional value according to the actual costs. If
provisional estimated values of power generation machine sets and related buildings differ
materially from the actual costs, the Company may have to make corresponding adjustments to
the values of fixed assets.
(3) Provision for bad debts
The Group use allowance method to state bad debt losses according to the accounting policies of
accounts receivable. Impairment of receivables is based on the assessment of the recoverability
of accounts receivable. Identification of impairment of receivables requires management
judgments and estimates. The differences between actual results and the original estimate will
affect the book value of accounts receivable as well as the recognition or reversal of provision
for bad debts in the period in which the estimate is changed.
(4) Allowance for inventories
Under the accounting policies of inventories and by measuring at the lower of cost and net
realizable value, the Group makes allowance for inventories that have costs higher than net
realizable value or become obsolete and slow moving. Write-down of inventories to their net
realizable values is based on the salability of the evaluated inventory and their net realizable
values. Identification of inventories requires management to make judgments and estimates on
the basis of obtaining conclusive evidence, and considering the purpose of holding inventory and
the events after balance sheet date. The differences between actual results and the original
estimate will affect the book value of inventories as well as the recognition or reversal of
provision for inventories in the period in which the estimate is changed.
(5) Impairment provision for non-financial non-current assets
The Company makes judgment on each balance sheet date on whether there is indication of
impairment in respect of non-current assets other than financial assets. Intangible assets with
indefinite useful life shall also be further tested for impairment when there is indication of
impairment, in addition to the annual impairment test. Other non-current assets other than
financial assets would be test for impairment when there is indication showing its carrying value
in not likely to be recovered.
- 54 -
Impairment exists when carrying value of asset or assets group is higher than recoverable
amount, namely the higher of fair value less disposal cost and present value of expected future
cash flow.
The calculation of the fair value less costs of disposal is based on available data from binding
sales transactions in an arm’s length transaction of similar assets or observable market prices less
incremental costs for disposing of the asset.
In assessing value in use, significant judgments are exercised over the asset’s production, selling
price, related operating expenses and discount rate to calculate the present value. All relevant
materials which can be obtained are used for estimation of the recoverable amount, including the
estimation of the production, selling price and related operating expenses based on reasonable
and supportable assumptions.
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash-generating units and also to choose a suitable discount rate in order to
calculate the present value of those cash flows.
(6) Depreciation and amortisation
Assets such as investment properties, fixed assets and intangible assets are depreciated and
amortised over their useful lives under straight line method after taking into account residual
value. The estimated useful lives of the assets are regularly reviewed to determine the
depreciation and amortisation costs charged in each reporting period. The useful lives of the
assets are determined based on historical experience of similar assets and the estimated technical
changes. If there have been significant changes in the factors used to determine the depreciation
or amortisation, the rate of depreciation or amortisation is revised prospectively.
(7) Deferred income tax assets
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgment is required to determine the amount of deferred income tax assets that can be
recognized, based upon the likely timing and level of future taxable profits together with future
tax planning strategies.
(8) Early retirement pension plan and supplementary social pension plan
Expense and liability resulted from early retirement pension plan and supplementary social
pension plan are determined based on a variety of assumptions, including the discount rate, the
growth rate of average medical cost, the growth rate of retired employees’ subsidies and other
factors. Differences between actual and estimated results will be recognized accordingly as
- 55 -
current expense. Although management believes that the assumptions are reasonable, the
changes in actual empirical value and assumptions will affect the amount of expenses and the
balance of liabilities resulted from early retirement pension plan and supplementary social
pension plan.
(9) Projected liability
Provision for product quality guarantee, estimated onerous contracts, and delay delivery
penalties shall be recognized in terms of contract, current knowledge and historical experience.
If the contingent event has formed a practical obligation which probably results in outflow of
economic benefits from the Group, a projected liability shall be recognized on the basis of the
best estimate of the expenditures to settle relevant practical obligation. Recognition and
measurement of the projected liability significantly rely on the management’s judgments
inconsideration of the assessment of relevant risks, uncertainties, time value of money and other
factors related to the contingent events.
In addition, the Company would project liabilities for after-sale quality maintenance
commitment provided to customers in respect of goods sold, maintained and reconstructed by
the Company. Recent maintenance experience of the Company has been considered when
projecting liabilities, while the recent maintenance experience may not reflect the future
maintenance. Any increase or decrease of this provision may affect profit or loss for future years.
V. Taxes
1. Main taxation items and its tax rate
Taxation items Tax rate
Output tax calculated based on the 6%, 11%, 13% or 17% of the taxable income, VAT
VAT
based on the difference after deducted the current input tax
City maintenance tax Taxed by 5% and 7% of the turnover tax actually paid
Education surtax Taxed by 3% of the turnover tax actually paid
Local education surtax Taxed by 2% of the turnover tax actually paid
Enterprise income tax Taxed by 16.5% to 25% of the taxable income amount
As for the taxed by residual value, paid with the 1.2% of the residual value after
Real estate tax original value deducted 30%; as for the taxed by house rental, taxed with 12% of the
rental income
Land-use tax of town 2.5 Yuan ~ 9Yuan per square meter for the land area actually occupied
- 56 -
Tax by the Value-added amount from transferring state-owned land use right , landing
Land VAT
construction and its affiliates with four super-rate progressive tax rate
Rate for the income tax for the Company and subsidiaries as:
Taxpaying body Rate of income tax
Shenzhen Nanshan Power Co.,Ltd. (“The Company”) 25%
Shenzhen New Power Industrial Co., Ltd. (“New Power”) 25%
Shenzhen Shennan Power Gas Turbine Engineering Technique Co., Ltd. (“Engineering
25%
Company”)
Shenzhen Server Energy Co., Ltd. (“Shenzhen Server”) 25%
Shenzhen Shennan Power Environment Protection Co., Ltd. (“Environment Protection
25%
Company”)
Shennandian (Zhongshan) Power Co., Ltd. (“Zhongshan Power”) 25%
Shennandian (Dongguan) Weimei Power Co., Ltd. (“ Weimei Power”) 25%
Shennan Energy (Singapore) Co., Ltd. (“ Singapore company”) 17%
Zhongshan Shennandian Storage Co., Ltd. (“Shen Storage ”) 25%
Hongkong Syndisome Co., Ltd. (“Syndisome”) 16.50%
2. Taxes preferential and approvals
Name of the Relevant regulation and policies Approval Approval Exemption Period of
Tax company basis institution documents range validity
” Notice of adjustment and
Environment VAT free for
perfection on resources Not Not
VAT Protection Not applicable sludge
comprehensive usage and labor applicable applicable
Co., treatment
VAT policy”(CS No.115[2011])
Shenzhen
Notice on \"contents of products Provincial
Resource
Environment with comprehensive utilization of Office, 2015-8-1
SGSQHBA comprehensive
VAT Protection resources and value-added tax SAT to
No.[2015]0002 utilization of
Co., privilege of labour service\" (CS (Qianhai 2018-7-31
VAT refund
No. [2015] 78) SAT)
” Arrangement of avoidance of
double-taxation and prevention of Levy income
Enterprise
tax free in mainland China and Not tax by 10% of Not
income SYNDISOME Not applicable
Hong Kong Special applicable total share applicable
tax
Administrative Region”(GSH No. interests
884[2006])
Enterprise State Tax Shen Guo Sui No enterprise
’Enterprise Income Tax Law of Not
income SYNDISOME Bureau of Nan Kou Jiao income tax
People’s Republic of China” applicable
tax Nanshan Bei Zi No.: should pay for
- 57 -
Distict [2011]0011 the dividend
Shenzhen before 31
December
Note: \"Notice about adjusting and improving the products with comprehensive utilization of
resources and value-added tax policy of labour service\" (CS No. [2011] 115) has been abolished
since July 1, 2015, the preferential policy of exempting environmental companies from
added-value tax of labour services for sludge treatment has been abolished since August 2015,
and environmental companies enjoy the drawback policy of added-value tax for comprehensive
utilization of resources in accordance with the notice about printing and distributing \"contents of
products with comprehensive utilization of resources and value-added tax privilege of labour
service\" (CS No. [2015] 78).
VI. Annotation of the items in consolidate financial statement
With respect to the notes item (including Main item annotations of Financial Statements) disclosed below,
unless otherwise specified, “year-beginning” refers to 1 January 2017 (in RMB/CNY)
1. Monetary fund
Item 30 June 2017 1 January 2017
Cash on hand 112,358.49 78,112.86
Bank savings 319,842,865.25 1,350,850,474.24
Other monetary fund 15,202,378.23 64,621,818.92
Total 335,157,601.97 1,415,550,406.02
Including: total amount saving aboard 6,347,163.26 6,369,994.14
Note: among the above other monetary capital, there are totally 14,758,119.56 Yuan guarantee draft margin
and guarantee deposit included (on 31 December 2016: 26,068,078.16 Yuan).
2. Note receivable
Item 30 June 2017 1 January 2017
Bank acceptance 1,000,000.00 600,000.00
3. Account receivable
(1) Account receivable classified according to types:
30 June 2017
Bad debt
Book Balance
Type provision
Book
Proport Amou Proport value
Amount
ion (%) nt ion (%)
- 58 -
Account receivable with individual major amount and withdrawal bad 3,474,6 3,474,
1.22 100.00 -
debt provision independently 13.06 613.06
Accounts receivable with minor amount and accounts receivable with 269,666 269,666
94.88 - -
major amount found no devaluation after individual devaluation test ,323.36 ,323.36
Account receivable with individual minor amount but withdrawal bad 11,075, 2,270, 8,805,6
3.90 20.50
debt provision independently 730.61 096.82 33.79
284,216 5,744, 278,471
Total 100.00 2.02
,667.03 709.88 ,957.15
(Continued)
1 January 2017
Bad debt
Type Book Balance
provision Book
Proport Amou Proport value
Amount
ion (%) nt ion (%)
Account receivable with individual major amount and withdrawal bad 3,474,6 3,474,
2.01 100.00 -
debt provision independently 13.06 613.06
Accounts receivable with minor amount and accounts receivable with 158,003 158,003
91.57 - -
major amount found no devaluation after individual devaluation test ,038.63 ,038.63
Account receivable with individual minor amount but withdrawal bad 11,075, 2,270, 8,805,6
6.42 20.50
debt provision independently 730.61 096.82 33.79
172,553 5,744, 166,808
Total 100.00 3.33
,382.30 709.88 ,672.42
(2) Age analysis of account receivable:
30 June 2017 1 January 2017
Age
Amount Proportion (%) Amount Proportion (%)
Within 1year 277,423,537.19 97.61 115,655,678.86 67.03
1 to 2years 1,023,600.00 0.36 51,570,173.60 29.89
2 to 3years 1,137,145.51 0.40 695,145.51 0.40
Over 3 years 4,632,384.33 1.63 4,632,384.33 2.68
Total 284,216,667.03 100.00 172,553,382.30 100.00
(3) Accrual for bad debt provision
① Other account receivable with individual major amount and withdrawal bad debt provision independently
Withdrawal
Account receivable Carrying amount Bad debt provision Reasons
proportion (%)
Shenzhen Petrochemical
Products Bonded Trading Co., 3,474,613.06 3,474,613.06 100.00
Ltd. Un-collectible
Total 3,474,613.06 3,474,613.06 100.00
② Account receivable with individual minor amount but withdrawal bad debt provision
independently at period-end
Withdrawal proportion
Account receivable Book Balance Bad debt provision
(%)
- 59 -
Account of engineering receivable 9,697,248.34 891,614.55 9.19
Amount of oil sales receivable 146,915.10 146,915.10 100.00
Amount of dry mud sales receivable 69,900.10 69,900.10 100.00
Gas supply 138,067.07 138,067.07 100.00
Subsidy receivable 1,023,600.00 1,023,600.00 100.00
Total 11,075,730.61 2,270,096.82 20.50
(4) There are no account receivable of the shareholders or related party who hold over 5 %( 5% included) voting rights in report
period.
(5)Top 5 companies in account receivables
Proportion in
total account
Name of the company Relationship Amount Age
receivable
(%)
The third
Guangdong Power Grid Co. Ltd. 139,817,482.80 Within 1year 49.19
party
The third
Shenzhen Power Supply 121,555,444.20 Within 1year 42.77
party
The third
Shenzhen Water Bureau 12,545,975.03 Within 1year 4.41
party
China Machinery Engineering The third
2,901,317.16 Within 1year 1.02
Corporation party
The third
China Solibase Development Co., Ltd. 1,137,145.51 2-3 years 0.40
party
Total 277,957,364.70 97.80
4. Account paid in advance
(1) Account paid in advance classified according to age:
30 June 2017 1 January 2017
Account age
Amount Proportion (%) Amount Proportion (%)
Within 1year 125,499,982.82 99.95 43,583,360.72 99.81
1 to 2years - - 18,304.20 0.04
2 to 3years 37,386.94 0.03 37,225.30 0.09
Over 3 years 24,200.00 0.02 24,200.00 0.06
Total 125,561,569.76 100.00 43,663,090.22 100.00
(2) Top five account paid in advance by collector
Total top five account paid in advance by collector on 30 June 2017 amount to 117,943,018.57 Yuan, a 93.93% in total
year-end account paid in advance
5. Other account receivable
(1) Other account receivable classified according to type:
30 June 2017
Type Bad debt
Book Balance Book
provision value
- 60 -
Propor Propor
Amoun Amoun
tion tion
t t
(%) (%)
20,341 20,341
Other account receivable with individual major amount and 100.0
,666.4 27.08 ,666.4 -
withdrawal bad debt provision independently
6
Other accounts receivable with minor amount and accounts 42,891 42,891
receivable with major amount found no devaluation after individual ,260.7 57.10 - ,260.7
devaluation test 3
11,888 11,502
Other account receivable with individual minor amount but withdrawal bad 385,69
debt provision independently
,447.9 15.82 ,753.9 96.76
4.00
8
75,121 31,844 43,276
100.0
Total ,375.1 ,420.4 42.39 ,954.7
7 4
(Continued)
1 January 2017
Bad debt
Book Balance
provision
Type Book
Propor Propor
Amoun value
Amount tion tion
t
(%) (%)
20,341 20,34
Other account receivable with individual major amount and 100.0
,666.4 4.75 1,666. -
withdrawal bad debt provision independently
6
Other accounts receivable with minor amount and accounts 395,41 395,41
receivable with major amount found no devaluation after individual 9,207. 92.36 - - 9,207.
devaluation test 21
12,369 11,98
Other account receivable with individual minor amount but withdrawal bad 385,69
debt provision independently
,158.9 2.89 3,464. 96.88
4.00
5
428,13 32,32 395,80
100.0
Total 0,032. 5,131. 7.55 4,901.
62 41
① Other account receivable with individual major amount and withdrawal bad debt provision
independently
Other account receivable Carrying amount Bad debt provision Proportion (%) Reason
Huiyang County Kangtai Industrial
Company
14,311,626.70 14,311,626.70 100.00 Un-collectible
Shandong Jinan Power Equipment
Factory
3,560,000.00 3,560,000.00 100.00 Un-collectible
Individual income tax 2,470,039.76 2,470,039.76 100.00 Un-collectible
Total 20,341,666.46 20,341,666.46 100.00
② Account receivable with individual minor amount but withdrawal bad debt provision independently at period-end
- 61 -
Withdrawal
Item Carrying amount Bad debt provision
proportion (%)
Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31
Deposit receivable 1,312,974.95 1,312,974.95 100.00
Bureau of Finance of Zhongshan
Municipality
219,192.00 219,192.00 100.00
Administrative Office of Nanshan
District Shenzhen
50,000.00 12,000.00 24.00
Individual 7,498,997.87 7,498,997.87 100.00
Other 723,585.00 723,585.00 100.00
Total 11,888,447.98 11,502,753.98 96.76
(2)Bad debt provision withdrawal ,collected or switch back in the Period
Bad debt provision switch back in the period amounting to 480,710.97 Yuan
(3) No other account receivable verified actually in the period
(4) Other account receivable classified according to age:
30 June 2017 1 January 2017
Account age
Amount Proportion (%) Amount Proportion (%)
Within 1year 18,520,492.11 24.65 69,364,710.56 16.20
1 to 2years 406,379.85 0.54 267,084,650.63 62.39
2 to 3years - - 36,407,431.32 8.50
Over 3 years 56,194,503.21 74.81 55,273,240.11 12.91
Total 75,121,375.17 100.00 428,130,032.62 100.00
(5) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period.
(6) Account receivable from related parties found more in NoteX-5. Account receivable/payable with related party
(7) Top five other account receivables at year-end balance listed by arrears party
Proportio
n in total
Name of the other
Relationship Amount Duration Year-end balance of bad debt provision
company account
receivable
(%)
Huiyang Kangtai
Non-relate 14,311,626.7 Over 3
Industrial 19.05 14,311,626.70
d party 0 years
Company
Within 1year,
Managed account of Related 12,760,967.3 1-2 years, 2-3
Huidong Server years , Over
16.99
party 3 -
3 years
Within 1year,
Huidong Server Related 11,203,421.4 1-2 years, 2-3
Harbor Company years, Over 3
14.91
party 4 -
years
Non-relate Over 3
Individual 7,498,997.87 9.98 7,498,997.87
d party years
Individual income Non-relate Over 3
2,470,039.76 3.29 2,470,039.76
tax d party years
- 62 -
48,245,053.1
Total 64.22 24,280,664.33
6. Inventory
(1) Classification of inventory
30 June 2017 1 January 2017
Item Depreciation Depreciation
Book Balance Book value Book Balance Book value
provision provision
Fuels 9,550,237.88 9,190,295.09 359,942.79 9,464,593.90 9,190,295.09 274,298.81
Raw
128,581,641.24 43,530,497.91 85,051,143.33 126,083,472.44 45,673,691.68 80,409,780.76
materials
Total 138,131,879.12 52,720,793.00 85,411,086.12 135,548,066.34 54,863,986.77 80,684,079.57
(2) Inventory falling price reserve
Decreased Carrying balance on 30
Type 2017.1.1 Accrual
Switch back Written-off June 2017
Fuels 9,190,295.09 - - - 9,190,295.09
Raw materials 45,673,691.68 - - 2,143,193.77 43,530,497.91
Total 54,863,986.77 - - 2,143,193.77 52,720,793.00
(3) Accrual basis and reasons for switch back or written-off
Reasons for
Item Specific basis Reasons for switch back written-off
Fuels Cost higher than the net realizable value Not-applicable Not-applicable
Raw materials Cost higher than the net realizable value Not-applicable Raw materials reception
7. Other current assets
Item 30 June 2017 1 January 2017
VAT input tax deductible 485,743,671.15 541,521,707.47
Enterprise income tax deductible 6,826,996.52 6,991,073.22
Other 30,000.00
30,000.00
Total 492,600,667.67 548,542,780.69
8. Financial assets available for sale
(1) Financial assets available for sale
30 June 2017 1 January 2017
Item
Book Depreciatio Book value Book Depreciatio Book value
- 63 -
Balance n reserves Balance n reserves
Equity instrument available for 61,815,000.0 2,500,000.0 59,315,000.0 61,815,000.0 2,500,000.0 59,315,000.0
sale 0 0 0 0 0
61,815,000.0 2,500,000.0 59,315,000.0 61,815,000.0 2,500,000.0 59,315,000.0
Including: measured by cost
0 0 0 0 0
61,815,000.0 2,500,000.0 59,315,000.0 61,815,000.0 2,500,000.0 59,315,000.0
Total
0 0 0 0 0
(2) Measured by cost
Book Balance Depreciation reserves
Investee company
+, 30 June +, 30 June
Year-begin 2017 Year-begin
- -
59,315,000.0 59,315,000.0
CPI Jiangxi Nuclear Power Co., Ltd. - - - -
0
Shenzhen Petrochemical Products Bonded Trading 2,500,000.0 2,500,000.0
2,500,000.00 - 2,500,000.00 -
Co., Ltd. 0
61,815,000.0 61,815,000.0 2,500,000.0 2,500,000.0
Total - -
0 0 0
Continued
Investee company Shareholding ratio in investee company (%) Cash bonus
CPI Jiangxi Nuclear Power Co., Ltd. 5.00
-
Shenzhen Petrochemical Products Bonded Trading Co., Ltd. 4.00
-
9. Long-term equity investment
+,-
Investment Balance of
gains/losses depreciation
Investee company 1 January 2017 30 June 2017
Other reserves on 30
recognized by June 2017
equity method
Affiliated business
Huidong Server(Note) 20,305,064.18 -1,019,420.00 - 19,285,644.18 -
Total 20,305,064.18 -1,019,420.00 - 19,285,644.18 -
Note: up to 30 June 207, 20% equity of the Huidong Server was pledged to Jiahua Building Product (Shenzhen) Co., Ltd. with
2-year term; found more in Note VI-25. Accrual liability.
10. Investment real estate
House, Land use Construction in
Item Total
buildings right process
I. Original book value
1. 1 January 2017 9,708,014.96 - - 9,708,014.9
- 64 -
2.Current increased - - - -
3.Current decreased - - - -
9,708,014.9
4. 30 June 2017 9,708,014.96 - -
II. accumulated depreciation and accumulated
-
amortization
6,709,437.0
1. 1 January 2017 6,709,437.05 - -
2. Current increased 98,068.80 - - 98,068.80
(1) accrual or amortization 98,068.80 - - 98,068.80
3. Current decreased - - - -
6,807,505.8
4. 30 June 2017 6,807,505.85 - -
III. depreciation provision -
1. 1 January 2017 - - - -
2. Current increased - - - -
3.Current decreased - - - -
4. 30 June 2017 - - - -
IV. Book value -
2,900,509.1
1. 30 June 2017 2,900,509.11 - -
2,998,577.9
2. 1 January 2017 2,998,577.91 - -
11. Fixed assets
(1) Fixed assets
Machinery Transportation
Item House and buildings Other equipment Total
equipment tools
I. Original book value
1. 1 January 2017 450,244,770.68 4,034,616,019.71 25,822,932.64 48,091,071.95 4,558,774,794.98
2. Current increased
(1) Purchase - 167,010.55 - 312,983.89 479,994.44
(2) Construction in process transfer-in - - - 18,396.23 18,396.23
(3) increased by enterprise combination - - - - -
3. Current decreased
(1) Disposal or scrap - - 1,580,000.00 27,293.50 1,607,293.50
4. 30 June 2017 450,244,770.68 4,034,783,030.26 24,242,932.64 48,395,158.57 4,557,665,892.15
II. Accumulated depreciation
1. 1 January 2017 269,499,416.09 2,533,047,315.62 21,619,835.46 39,924,321.56 2,864,090,888.73
- 65 -
2. Current increased
(1) accrual 6,386,890.97 54,496,070.93 282,792.87 488,344.78 61,654,099.55
3. Current decreased
(1) Disposal or scrap - - 1,422,000.00 24,564.15 1,446,564.15
4. 30 June 2017 275,886,307.06 2,587,543,386.55 20,480,628.33 40,388,102.19 2,924,298,424.13
III. impairment provision
1. 1 January 2017 14,860,025.13 135,261,184.44 - - 150,121,209.57
2. Current increased
(1) accrual - - - - -
3. Current decreased
(1) Disposal or scrap - - - - -
4. 30 June 2017 14,860,025.13 135,261,184.44 - - 150,121,209.57
IV. Book value
1. 30 June 2017 159,498,438.49 1,311,978,459.27 3,762,304.31 8,007,056.38 1,483,246,258.45
2. 1. January 2017 165,885,329.46 1,366,307,519.65 4,203,097.18 8,166,750.39 1,544,562,696.68
(2) Idle fixed assets temporary
Accumulate
Original Impairment
Item d Book value Note
book value provision
depreciation
Houses and 31,597,904.7 15,120,684.0 9,207,985.5 7,269,235.1
Wharf, processing workshop of heavy oil
buildings 7 9 7
652,812,119. 549,337,857. 62,687,582. 40,786,679. Processing equipment of heavy oil and
Equipment
46 67 11 68 generation unit
684,410,024. 564,458,541. 71,895,567. 48,055,914.
Total
23 76 68
(3) Fixed assets without property license obtained
Item Book value Reasons
Booster station 5,567,100.88 Procedures uncompleted
Steam turbine workshop 2,014,811.08
Procedures uncompleted
Chemical water tower 3,327,665.86
Procedures uncompleted
Treatment shop for heavy oil 650,123.93
Procedures uncompleted
Start-up boiler house 146,191.99 Procedures uncompleted
Fire pump room 339,374.37 Procedures uncompleted
Circulating water pump house 2,134,592.90 Procedures uncompleted
Comprehensive building 3,557,285.99 Procedures uncompleted
- 66 -
Production and inspection building 5,745,308.85 Procedures uncompleted
Administrative building 5,907,084.49 Procedures uncompleted
Mail room of the main entrance 239,379.05 Procedures uncompleted
Turbine building and annex building 11,874,881.41 Procedures uncompleted
Plant’s ventilating system 617,106.19 Procedures uncompleted
Office building 5,905,100.34 Procedures uncompleted
Comprehensive building 1,318,339.76
Procedures uncompleted
Draft cooling tower 3,815,333.90 Procedures uncompleted
Chemical water workshop and foundation of water
1,813,309.39
tank Procedures uncompleted
Industry pool and industry pump house 795,826.68 Procedures uncompleted
Start-up boiler house 132,976.27 Procedures uncompleted
Oil treatment room and oil un-loading platform 337,538.98 Procedures uncompleted
Comprehensive building canteen 333,824.85 Procedures uncompleted
Total 56,573,157.16
- 67 -
12. Construction in process
(1) Construction in process
30 June 2017 1 January 2017
Item
Book Balance Impairment provision Book value Book Balance Impairment provision Book value
Oil to Gas Works 32,871,600.26 32,871,600.26 - 32,871,600.26 32,871,600.26 -
Cogeneration of heat and electricity Project 39,010,014.92 - 39,010,014.92 6,378,207.05 - 6,378,207.05
Other technical innovation project 2,278,922.02 - 2,278,922.02 1,630,269.08 - 1,630,269.08
Total 74,160,537.20 32,871,600.26 41,288,936.94 40,880,076.39 32,871,600.26 8,008,476.13
(2) Changes of significant projects in construction in the year
Transferred fixed Other decrease
Item Budget 1 January 2017 Increase of this year 30 June 2017
assets in this year in the year
Oil to Gas Works 74,400,000.00 32,871,600.26 - - - 32,871,600.26
Cogeneration of heat and electricity Project 70,000,000.00 6,378,207.05 32,631,807.87 - - 39,010,014.92
Technological transformation project 1,630,269.08 667,049.17 18,396.23 - 2,278,922.02
Total 144,400,000.00 40,880,076.39 33,298,857.04 18,396.23 - 74,160,537.20
(3) Impairment provision
Item 1 January 2017 Increase Decreased 30 June 2017 Reasons of accrual
Oil to Gas Works 32,871,600.26 - - 32,871,600.26 In idle condition
(4) Idle construction in progress temporary
30 June 2017 1 January 2017
Item
Book Balance Impairment provision Net book value Book Balance Impairment provision Net book value
Oil to Gas Works 32,871,600.26 32,871,600.26 - 32,871,600.26 32,871,600.26 -
13. Intangible assets
Item Land use right Software Total
I. Original book value
1. 1 January 2017 91,253,625.27 3,678,109.85 94,931,735.12
2. Current increased -
(1) purchase - -
3. Current decreased -
(1) disposal - - -
4. 30 June 2017 91,253,625.27 3,678,109.85 94,931,735.12
II. Accumulated amortization
1. 1 January 2017 40,330,677.73 3,519,953.18 43,850,630.91
2. Current increased -
(1) accrual 1,158,789.87 146,554.32 1,305,344.19
3. Current decreased -
(1) disposal - - -
4. 30 June 2017 41,489,467.60 3,666,507.50 45,155,975.10
III. Impairment provision
1. 1 January 2017 - - -
2. Current increased
(1) accrual - - -
3. Current decreased
(1) disposal - - -
4. 30 June 2017 - - -
IV. Book value
1. 30 June 2017 49,764,157.67 11,602.35 49,775,760.02
2. 1 January 2017 50,922,947.54 158,156.67 51,081,104.21
14. Deferred income tax assets
Item 30 June 2017 1 January 2017
Deferred income tax assets:
Bad debt provision of account receivable 1,137,023.19 1,137,023.19
Other provision for bad debts of accounts receivable 180,896.25 180,896.25
Staff salary payable 830,621.00 830,621.00
Provision for devaluation of long-term equity investment 625,000.00 625,000.00
Others 123,042.57 123,042.57
Total 2,896,583.01 2,896,583.01
15. Other non-current assets
Item 30 June 2017 1 January 2017
Project of LNG(Note) 22,882,181.78 22,882,181.78
Note: the project was jointly constructed by Weimei Power Company and Guangdong Dapeng Liquid Natural Gas Co.,
Ltd.(hereinafter referred to as Dapeng LNG). According to the contract signed between the two parties, before the project involved
by this construction acquired approval from the relevant national authorities, the ownership belongs to both parties. After such
approval, Dapeng LNG will acquire LNG project. Thus, Weimei Power Company recorded it under the item of “other non-current
assets”.
16. Short-term loans
Item 30 June 2017 1 January 2017
Guarantee loans 248,050,000.00 336,840,000.00
Credit loans - 460,000,000.00
Total 248,050,000.00 796,840,000.00
17. Note payable
Type 30 June 2017 1 January 2017
Trade acceptance 102,245,428.22 169,909,496.01
Bank acceptance 72,366,308.16 122,366,308.16
Total 174,611,736.38 292,275,804.17
18. Account payable
(1) Details of account payable
Item 30 June 2017 1 January 2017
Natural gas 12,293,434.69 -
Materials 1,942,420.02 4,394,883.47
Electricity 1,701,661.49 776,036.94
Engineering funds 1,363,320.00 -
Others 302,273.75 1,158,158.44
Total 17,603,109.95 6,329,078.85
(2)There is no fund of shareholders with 5 %( including 5%) or more of the voting shares in the Group in the report period.
19. Wages payable
(1) Wages payable
Item 1 January 2017 Increase this year Decrease this year 30 June 2017
I. Short-term remuneration 42,179,004.09 61,814,731.25 65,303,922.31 38,689,813.03
II. Post-employment welfare-defined
3,644,786.52 7,387,534.20 6,870,902.54 4,161,418.18
contribution plans
III. Severance Pay - 1,154,351.00 1,154,351.00 -
IV. Other welfare due within one year - - - -
Total 45,823,790.61 70,356,616.45 73,329,175.85 42,851,231.21
(2) Short-term remuneration
Item 1 January 2017 Increase this year Decrease this year 30 June 2017
1. Wages, bonuses, allowances and
40,079,675.77 49,505,659.50 54,089,841.62 35,495,493.65
subsidies
2. Welfare for employee - 313,606.75 313,606.75 -
3. Social insurance 150,775.44 3,324,820.61 2,947,269.14 528,326.91
Including: Medical insurance 119,411.34 3,092,969.14 2,763,335.34 449,045.14
Work injury insurance 13,170.69 152,721.19 128,336.67 37,555.21
Maternity insurance 18,193.41 78,730.28 55,197.13 41,726.56
Wages in arrears - 400.00 400.00 -
4. Housing provident fund 526,844.24 7,449,118.61 6,834,456.40 1,141,506.45
5.Union funds and staff education
1,421,708.64 1,221,525.78 1,118,748.40 1,524,486.02
expenses
Total 42,179,004.09 61,814,731.25 65,303,922.31 38,689,813.03
(3) Defined contribution plans
Item 1 January 2017 Increase this year Decrease this year 30 June 2017
1. Basic Endowment insurance 313,776.62 7,290,043.52 6,776,736.70 827,083.44
2. Unemployment insurance 8,567.90 97,490.68 94,165.84 11,892.74
3. Enterprise annuities 3,322,442.00 - - 3,322,442.00
Total 3,644,786.52 7,387,534.20 6,870,902.54 4,161,418.18
20. Taxes payable
Item 30 June 2017 1 January 2017
VAT 1,826,302.47 7,535,988.38
Business tax 63,353.11 43,587.02
Enterprise income tax 756,419.16 221,361,456.61
Individual income tax 1,453,685.25 1,398,796.46
Land-use tax of town 211,254.75 1,382,357.33
Real estate tax 1,393,390.51 2,540,753.95
Others 56,872.53 271,077.36
Total 5,761,277.78 234,534,017.11
21. Interest payable
Item 30 June 2017 1 January 2017
Long-term loan interest of installment and interest charges 329,366.67 777,615.30
Interest payable of short-term loan 2,638,982.68 3,802,866.51
Total 2,968,349.35 4,580,481.81
22. Other account payable
Item 30 June 2017 1 January 2017
Project expense 22,124,130.56 27,401,064.40
Quality guarantee deposit 3,073,138.31 6,852,462.21
Equipment amount 5,879,380.27 610,987.63
Land use right charge 532,838.78 1,575,676.60
Fund of the Board 516,720.25 479,659.27
Accrued expenses 35,434,732.69 34,865,705.80
Other 6,174,421.00 7,746,540.05
Total 73,735,361.86 79,532,095.96
23. Non-current liability due within one year
Item 30 June 2017 1 January 2017
Long-term loans due within one year (Note VI-24) 386,400,000.00 463,000,000.00
Total 386,400,000.00 463,000,000.00
24. Long-term loans
Item 30 June 2017 1 January 2017
Guarantee loans 205,340,000.00 378,400,000.00
Credit loans 208,000,000.00 428,500,000.00
Less: Long-term loans due within one year 386,400,000.00 463,000,000.00
Total 26,940,000.00 343,900,000.00
25. Accrued liabilities
Item 1 January 2017 Increased Decreased 30 June 2017
Offering guarantee outside 27,100,000.00 - 267,602.12 26,832,397.88
Note: On 29 November 2013, Shenzhen Server and Jiahua Building Products (Shenzhen) Co., Ltd. (Jiahua Building) signed a
supplementary term aiming at equity transfer over equity attribution and division of Yapojiao Dock, which belongs to Shenzhen
Server, Huidong Server, and Huidong Nianshan Town Government as well as its subordinate Nianshan Group. In order to solve this
remaining historic problem, Shenzhen Server saved RMB 12,500,000.00 in condominium deposit account as guarantee. In addition,
Server pledged its 20% of equity holding from Huidong Server to Jiahua Architecture with pledge duration of 2 years. The amount of
collateral on loans could not exceed RMB 15,000,000.00. Relevant losses with the event concerned predicted amounting to RMB
26,832,397.88 ended as 30 June 2017
26. Deferred income
Item Content 30 June 2017 1 January 2017
Deferred income Government grants with assets concerned 44,060,356.16 45,818,868.15
Including, items with government grants involved:
Amount
Subsidies Other Assets /income
Liability 1 January 2017 reckoned in other 30 June 2017
related
increased changes
revenue
Subsidy for
energy-saving 5,785,125.30 - 213,412.41 - 5,571,712.89 Assets related
technology reform
Subsidy for
low-nitrogen
998,245.87 - 32,757.46 - 965,488.41 Assets related
transformation
project
Treasury subsidies
3,591,250.00 - 127,500.00 - 3,463,750.00 Assets related
for sludge drying
Support fund of
recycling economy 9,392,282.71 - 323,501.46 - 9,068,781.25 Assets related
for sludge drying
Subsidy for project of
low-nitrogen
transformation for 25,539,848.23 - 1,276,992.42 - 24,262,855.81 Assets related
welcoming the
Universidad
Support fund of
enterprise 270,196.04 - 30,588.24 - 239,607.80 Assets related
informationalization
Funded of energy
efficiency
improvement for 241,920.00 259,200.00 12,960.00 - 488,160.00 Assets related
electric machine in
SZ
Total 45,818,868.15 259,200.00 2,017,711.99 - 44,060,356.16
27. Share capital
Changes in this year(+ -)
Item 1 January 2017 New Capitalizing 30 June 2017
Bonus
shares from Other Subtotal
shares
issued reserves
Total shares 602,762,596.00 - - - - - 602,762,596.00
28. Capital reserve
Item 1 January 2017 Increase in the year Decrease in the year 30 June 2017
Capital premium 233,035,439.62 - - 233,035,439.62
Other capital reserve 129,735,482.48 - - 129,735,482.48
Other 362,770,922.10 - - 362,770,922.10
29. Surplus reserve
In RMB
Item 1 January 2017 Increase in the year Decrease in the year 30 June 2017
Legal surplus reserve 310,158,957.87 - - 310,158,957.87
Discretionary surplus reserve 22,749,439.73 - - 22,749,439.73
Total 332,908,397.60 - - 332,908,397.60
30. Retained profit
Item 30 June 2017 1 January 2017
Retained profit of last year before adjusted 644,271,987.22 -662,422,848.24
Total retained profit adjusted (increased with +, decreased with -) - -
Retained profit at beginning of the year after adjusted 644,271,987.22 -662,422,848.24
Add: net profit attributable to shareholders of parent company -22,629,201.38 1,306,694,835.46
Retained profit at year-end 621,642,785.84 644,271,987.22
31. Operating income and operating cost
2017
Item
Income Cost Income Cost
Main business 871,032,443.81 827,070,339.40 696,432,490.71 639,919,822.75
Other business 1,930,253.52 691,219.93 1,255,776.37 -
Total 872,962,697.33 827,761,559.33 697,688,267.08 639,919,822.75
32. Business tax and surcharge
Item 2017
Business tax - 2,293,256.16
City maintenance tax 1,076,429.84 588,923.60
House duty 918,709.23 -
Stamp tax 344,854.98 -
Educational surcharge 953,710.38 218,106.29
Land use tax 200,777.04 -
Total 3,494,481.47 3,100,286.05
33. Management expenses
Item 2017
Salary 20,156,152.48 18,521,671.62
Taxes 1,732,410.66
-
Leasing expenses 3,014,660.30 3,059,267.02
Entertainment expense 1,654,048.96 2,291,471.63
Expenses for agency appointment 1,160,974.45 1,431,405.29
Vehicles expenses 1,837,717.51 1,787,476.46
Expenses from the Board 1,006,497.20 831,272.04
Housing fund 1,736,661.05 1,631,837.77
Depreciation expense 1,351,420.01 1,393,866.06
Amortization of intangible assets 938,591.10 996,580.98
Specific expenses 119,679.73 725,901.21
Environmental expense 900,528.44 881,445.19
Sundry expenses 1,283,195.42 1,513,103.98
Expenses for enterprise culture 87,511.70 206,852.84
Property expense 447,758.12 440,711.08
Office expenses 166,523.48 222,645.08
Pension insurance 2,184,952.61 1,939,815.87
Communication charge 598,622.04 656,333.14
Business traveling charge 216,806.54 315,788.30
Stock charge 40,377.36 364,249.31
Medicare 867,818.90 803,609.31
Item 2017
Labor union dues 457,849.20 391,539.68
Personnel education fund 141,084.34 248,847.24
Others 821,787.52 2,289,002.77
Total 41,191,218.46 44,677,104.53
34. Financial expenses
Item 2017
Interest expenditure 39,088,778.10 99,068,132.04
Less : interest income 7,910,187.73
3,436,770.19
Exchange gains/losses 184,715.46 142,337.41
Others 316,084.62 674,956.86
Total 31,679,390.45
96,448,656.12
35. investment gains/losses
Item 2017
-1,019,420.00 -1,082,859.84
Disposal of long-term equity - -
Total -1,019,420.00 -1,082,859.84
36. Impairment of Assets
Item 2017
Loss on bad debt -480,710.97 -
Total -480,710.97 -
37. Other
Item 2017
Government bond subsidy for sludge drying 1,276,992.42
-
Support fund of enterprise informationalization 30,588.24
-
Subsidy for energy-saving technology reform 246,169.87
-
Government bond subsidy for sludge drying 127,500.00
-
Item 2017
Support fund of recycling economy for sludge drying 323,501.46
-
Energy efficiency improvement for electric machine 12,960.00
-
VAT refund 1,272,151.11
-
Other 200,000.00
-
Total 3,489,863.10
-
38. Non-operating income
Item 2017
Government grant - 11,821,340.67
Others 5,796.00 -
Total 5,796.00 11,821,340.67
39. Non-operating expense
Item 2017
Expenses from external donation 10,000.00 20,000.00
Total loss from disposal of non-current assets 160,729.35 203,276.08
Including: Gains and loss of disposal of fixed assets 160,729.35 203,276.08
Other 1,280.22 -
Total 172,009.57 223,276.08
40. Income tax expenses
Item 2017
Current income tax measured by tax law and relevant
regulation 920,495.87 1,085,010.53
41. Cash flow statement
(1) Cash received with other operating activities concerned
Item 2017
Open credit received 367,531,301.56 -
Fuels subsidy income - 143,718,571.29
Others 8,556,974.23 16,349,474.99
Total 376,088,275.79 160,068,046.28
(2) Cash paid for other operating activities
Item 2017
Expense on agency appointment 1,160,974.45 1,431,405.29
Fund for the Board 1,006,497.20 831,272.04
Leasing expense 3,462,418.42 3,499,978.10
Entertainment expense 1,654,048.96 2,291,471.63
Vehicles expense 1,837,717.51 1,787,476.46
Enterprise culture 87,511.70 206,852.84
Communication fee 598,622.04 656,333.14
Environment protection fee 900,528.44 881,445.19
Others 10,904,167.56 14,614,204.60
Total 21,612,486.28 26,200,439.29
(3) Cash received with financing activities concerned
Item 2017
Deposit received 11,309,958.60 5,300,000.00
(4) Cash paid with other financing activities concerned
Item 2017
Deposit paid 11,309,958.60
-
42. Supplementary information on cash flow statement
(1) Regulate the net profit into the cash flow of operating activities
Supplementary information 2017
1. Regulate the net profit into the cash flow of
operating activities
Net profit -30,712,587.05 -79,480,798.41
Add: Asset impairment provision -480,710.97 -
Depreciation of fixed assets 61,654,099.55 60,423,429.56
Amortization of intangible assets 1,305,344.19 1,371,786.63
Amortization of long-term deferred expenses - -
Loss (gain) from disposing fixed assets, intangible assets
160,729.35 203,276.08
and other long-term assets
Supplementary information 2017
Abandonment loss from fixed assets - -
Financial expenses(gain) 39,088,778.10 93,011,885.93
Investment loss(gain) 1,019,420.00 1,082,859.84
Decrease (increase) of deferred income tax assets - -
Decrease (increase)of inventory -4,727,006.55 -15,266,212.19
Decrease (increase) of receivable operating items 214,908,295.24 25,688,718.89
Increase (decrease) of payable operating items -347,665,217.13 96,645,329.00
Net cash flow from operation activities -65,448,855.27 183,680,275.33
2. Major investment and financing activities not
involving cash income and expenditure:
Debt capitalization - -
Convertible company bond due within one year - -
Fixed assets acquired under finance leases - -
3. Net change of cash and cash equivalents:
Year-end balance 320,399,482.41 1,095,318,763.16
Less: Balance of cash at period-begin 1,389,482,327.86 1,016,326,480.06
Net increase of cash and cash equivalents -1,069,082,845.45 78,992,283.10
(2) Composition of cash and cash equivalent
Item 2017
I. Cash 320,399,482.41 1,095,318,763.16
Including: Cash on hand 112,358.49 182,118.71
Bank savings available for payment needed 319,842,865.25 1,090,492,069.20
Other monetary capital available for payment needed 444,258.67 4,644,575.25
II. Cash equivalent
III. Balance of cash and cash equivalent at period-end 320,399,482.41 1,095,318,763.16
43. Assets of ownership or use right restricted
Item 30 June 2017 Restricted reason
Monetary Fund 14,758,119.56 Bid bond
Total 14,758,119.56
44. Foreign currency
Item 30 June 2017 Conversion rate RMB converted
Monetary fund
Including: USD 876,850.08 6.77 5,938,902.24
Euro 976.71 7.75 7,569.11
HKD 654,452.32 0.87 568,000.55
SGD 5,794.81 4.91 28,472.78
VII. Change of consolidate scope
Nil
VIII. Equity in other entity
1. Equity in subsidiaries
(1) Composition of the Group
Main operation Registration Business Shareholding ratio
Subsidiary Acquired way
place place nature (%)
Shenzhen Server (note ) Shenzhen Shenzhen Trading 50 Establishment
Power
New Power Company Shenzhen Shenzhen 100 Establishment
generation
Zhongshan Power Power
Zhongshan Zhongshan 80 Establishment
Company generation
Engineering
Engineering Company Shenzhen Shenzhen 100 Establishment
consulting
Power
Weimei Power Company Dongguan Dongguan 70 Establishment
generation
Environment Protection
Shenzhen Shenzhen Engineering 100 Establishment
Company
Singapore company Singapore Singapore Trading 100 Establishment
Shen Storage Zhongshan Zhongshan Storage 80 Establishment
Import &
SYNDISOME Hong Kong Hong Kong export 100 Not under the same control
trading
Note : The Company holds 50% equity of Shenzhen Server, and takes majority voting rights in Shenzhen Server, thus, the Company
owes substantial control; Shenzhen Server included in the consolidate scope of the financial statement.
(2) Important non-wholly-owned subsidiary
Gains/losses
Dividend announced
Share-holding ratio of attributable to
Subsidiary to distribute for Ending equity of minority
minority (%) minority in the
minority in the Period
Period
Zhongshan Power
-2,677,075.52 - -12,069,733.70
Company
Weimei Power Company -3,743,510.76 - 35,080,653.60
(3) Main finance of the important non-wholly-owned subsidiary
30 June 2017
Subsidiary Non-current Non-current
Current assets Total assets Current liability Total liability
assets liability
Zhongshan
Power 161,092,160.90 615,000,122.06 776,092,282.96 803,963,750.15 32,477,201.30 836,440,951.45
Company
Weimei
Power 195,490,973.66 539,455,878.83 734,946,852.49 618,011,340.50 618,011,340.50
-
Company
(Continued)
1 January 2017
Subsidiary Non-current Non-current
Current assets Total assets Current liability Total liability
assets liability
Zhongshan
Power 138,059,135.37 608,395,920.72 746,455,056.09 748,234,975.82 45,183,371.17 793,418,346.99
Company
Weimei
Power 237,095,978.47 558,501,453.51 795,597,431.98 666,183,550.79 666,183,550.79
-
Company
(Continued)
Subsidiary Total comprehensive Cash flow from
Operation Income Net profit
income operation activity
Zhongshan Power
230,866,147.88 -13,385,377.59 -13,385,377.59 -14,568,572.01
Company
Weimei Power Company 171,896,422.01 -12,478,369.20 -12,478,369.20 -6,869,702.57
(Continued)
Subsidiary Total comprehensive Cash flow from operation
Operation Income Net profit
income activity
Zhongshan Power
184,769,854.45 -17,740,015.11 -17,740,015.11 3,753,922.35
Company
Weimei Power Company 130,208,928.16 -25,003,456.60 -25,003,456.60 195,626.20
2. Equity in joint venture and cooperative enterprise
Joint venture and Share-holding ratio (%)
cooperative Main operation Registered Business
Accounting treatment
place place nature
enterprise Directly Indirectly
Huidong Server Huizhou Huizhou Wharf 40 Equity method
Note: The 60% equity of Huidong Server, held by controlling subsidiary Shenzhen Server are transferred on 9 December 2013, the
other 40% equity will re-measured by appraisal value when losing the controlling right.
XI Risks associated with financial instruments
The Company's main financial instruments include equity investment, borrowings, accounts
receivable, accounts payable, etc., see details of each financial instrument in related items of this
annotation xi. The risks associated with these financial instruments and the risk management
policies adopted by the Company to reduce these risks are described as below. The management of
the Company manages and monitors these risk exposures to ensure that the above risks are
controlled within the limit range.
The Company uses the sensitivity analysis technique to analyze the possible impact of the risk
variable on the current profit and loss or the shareholders' equity. Since any risk variable rarely
changes in isolation, and the correlation existing among the variables shall have a significant effect
on the final amount of changes about a certain risk variable, therefore, the following proceeds by
assuming that the change in each variable is independent.
(i) Risk management objectives and policies
The objective of the Company's risk management is to gain a proper balance between risks and
profits, minimize the negative impact of risks on the Company's operating results, and maximize the
benefits of shareholders and other equity investors. Based on the risk management objective, the
basic strategy of the Company's risk management is to identify and analyze the risks faced by the
Company, establish appropriate bottom line to bear the risks and carry out risk management, and
timely and reliably supervise the risks so as to control the risks within the limit range.
1 Market risk
(1) Foreign exchange risk
Foreign exchange risk refers to the risk of losses due to exchange rate changes. The Company’s
foreign exchange risk is mainly related to the US dollar. On June 30, 2017, except for the balance of
foreign currency monetary items, the assets and liabilities of the Company are RMB balance. The
foreign exchange risk arising from the assets and liabilities of such foreign currency balances may
have an impact on the Company's operating results.
(2) Interest rate risk - cash flow change risk
The Company's cash flow change risk of financial instruments arising from interest rate change is
mainly related to the floating interest rate bank loans (see details in annotation xi, 16, annotation xi,
23).
Interest rate risk sensitivity analysis:
The interest rate risk sensitivity analysis is based on the following assumptions:
Changes in market interest rates affect the interest income or expense of financial instruments with
variable interest rate;
For financial instruments with fixed rate by fair value measurement, the changes in market interest
rates only affect their interest income or expense;
For derivative financial instruments designated as hedging instruments, the changes in market
interest rates affect their fair value, and all interest rate hedging prediction is highly effective;
Calculate the changes in fair value of derivative financial instruments and other financial assets
and liabilities by using the cash flow discount method at the market interest rate at the balance sheet
date.
On the basis of above assumptions, in case that other variables keep unchanged, the pre-tax effect of
possible reasonable changes in interest rates on current profits and losses and shareholders' equity is
as follows:
2017
Rate changes
Net profit Shareholder’ interest Net profit Shareholder’ interest
5% increased 1,952,727.44 1,698,182.60 4,718,003.20 4,448,821.87
5% decreased -1,952,727.44 -1,698,182.60 -4,718,003.20 -4,448,821.87
2. Credit risk
On June 30, 2017, the maximum credit risk exposure that could cause financial loss to the Company
is mainly due to the failure of the other party to fulfill the obligations, resulting in losses to the
Company's financial assets, including:
The book value of financial assets confirmed in the consolidated balance sheet; for the financial
instrument measured by fair value, the book value reflects its risk exposure but not the maximum
risk exposure, and its maximum risk exposure will change with the changes in future fair value.
To reduce the credit risk, the Company has set up a team to determine the credit lines, examine and
approve the credit, and perform other monitoring procedures to ensure that necessary measures are
taken to recover the expired claims. In addition, the Company reviews the recovery of each account
receivable at each balance sheet date to ensure that sufficient provision for bad debts is made for
uncollectible funds. As a result, the Company's management believes that the Company's credit risk
has been greatly reduced.
The company's working capital is deposited in banks with high credit ratings, so the credit risk of
working capital is rather low.
3. Liquidity risk
In managing the liquidity risk, the Company keeps the cash and cash equivalents that the
management considers to be sufficient and supervise them so as to meet the Company's operating
needs and reduce the impact of fluctuations in cash flows. The Company’s management monitors
the use of bank loans and ensures to comply with the loan agreement.
The Company uses bank loans as the main source of funds.
X. Related party and related transactions
1. Parent company of the Group
Share holding proportion of any shareholder of the Company didn't reach 50%, and couldn't form a holding relationship of the
Company through any methods. The Company has no parent company.
2. Subsidiaries of the Company
Found more in 1. Subsidiary in Note VIII
3. Joint venture and affiliated enterprise of the Group
Found more in 2. Equity in joint venture or affiliate business in Note VIII
4. Other related party
Other related party Relationship with the Group
Shareholders have major influence on the
Shenzhen Energy Group Co., Ltd. (“Energy Group ”)
Company
Dongguan Weimei Ceramics Industrial Park Co., Ltd. (” Weimei Ceramics”) Minority shareholders of the subsidiaries
Subsidiary of ultimate controller of Energy
Shenzhen Mawan Powr Co., Ltd. (“Mawan Power Company”)
Group
Subsidiary of ultimate controller of Energy
Shenzhen Moon Bay Oil Harbour Co., Ltd. (“Moon Bay Oil Company”)
Group
Subsidiary of ultimate controller of Energy
Shenzhen Energy Group Holding Co., Ltd. (” Energy Holding”)
Group
Shenzhen Pipe Energy Technology Development Co., ltd. (“Pipe Technology”) Others Related party
Alltrust Insurance Co., Ltd. (“Alltrust Insurance”) Other Related party
Director of the Company and other senior executives Key management staff
5. Account payable/receivable from related parties
(1) Account receivable
30 June 2017 1 January 2017
Item Bad debt Bad debt
Book balance Book balance
provision provision
Other account receivable:
Huidong Server 11,203,421.44 - 11,022,401.44 -
Huidong Server managed account 12,760,967.33 - 12,930,850.20 -
Total 23,964,388.77 - 23,953,251.64 -
XI. Commitment
1. Major commitment
Till the balance sheet day, the condition of irrevocable operating lease contract the Group externally
signed is as follow:
In RMB
Item 30 June 2017 1 January 2017
Minimum lease payments of irrevocable operating lease:
The first year after balance sheet day 1,504,396.50 1,504,396.50
The second year after balance sheet day 1,544,359.37 1,517,717.46
The third year after balance sheet day 1,557,680.33 1,557,680.33
Subsequent years 58,949,941.56 59,728,781.72
Total 63,556,377.76 64,308,576.01
2. Contingency
Nil
XII. Events Occurring after the Balance Sheet Date
Nil
XIII. Other important events
1. Segment information
(1) Determining basis and accounting policies of reportable segments
According to the Group's internal organization structure, management requirements and internal reporting system, the Group's business is
divided into three operating segments including power and heat supply, fuel oil trade and other business, the Group's management
periodically evaluates the operating results of these segments so as to determine the allocation of resources and assess their
performances.
Segmental reporting information is disclosed in accordance with the accounting policies and measurement standards adopted by each
segment for reporting to the management, the measurement basis keep pace with the accounting and measurement basis used for
preparing financial statements.
(2) Financial information of reportable segment
Power supply and heat Offset between
Item Fuel oil trade Other Total
supply segments
Main business
842,021,424.05 - 29,011,019.76 - 871,032,443.81
income
Main business cost 814,221,686.15 21,852,625.26 9,003,972.01 827,070,339.40
138,510,697.5 488,400,777.8 3,043,070,710.8
Total assets 4,589,924,551.98 2,173,765,316.46
1 6
1,049,813,820.5
Total liabilities 2,119,368,548.69 36,571,680.60 36,393,070.52 1,142,519,479.24
2. Other events
Nil
XIV. Note to main items of financial statements of the Parent Company
1. Account receivable
(1) Classification of accounts receivable
30 June 2017
Category Bad debt Book
value
Book Balance provision
Proporti Am Proporti
Amount
on (%) ount on (%)
Account receivable with individual major amount and withdrawal bad debt
- - - - -
provision independently
Accounts receivable with minor amount and accounts receivable with major 121,558, 121,558,
100.00 - -
amount found no devaluation after individual devaluation test 333.20 333.20
Account receivable with individual minor amount but withdrawal bad debt
- - - - -
provision independently
121,558, 121,558,
Total 100.00 - -
333.20 333.20
(Continued)
1 January 2017
Bad debt
Category
Book
Book Balance provision
value
Proporti Am Proporti
Amount
on (%) ount on (%)
Account receivable with individual major amount and withdrawal bad debt
- - - - -
provision independently
Accounts receivable with minor amount and accounts receivable with major 54,934, 54,934,
100.00 - -
amount found no devaluation after individual devaluation test 957.47 957.47
Account receivable with individual minor amount but withdrawal bad debt
- - - - -
provision independently
54,934, 54,934,
Total 100.00 - -
957.47 957.47
(2) Age analysis of account receivable
30 June 2017 1 January 2017
Age
Amount Proportion (%) Amount Proportion (%)
Within 1year 121,555,444.20 100.00 54,932,068.47 99.99
1 to 2years - - - -
2 to 3years - - - -
Over 3 years 2,889.00 0.00 2,889.00 0.01
Total 121,558,333.20 100.00 54,934,957.47 100.00
(3) There are no account receivable of the shareholders who hold over 5 %(5% included) voting rights in report period.
(4) Top five account receivables at period-end balance listed by arrears party
The total amount of the Company’s top 5 year end balance of receivables in this year collected by debtors is 121,558,333.2 Yuan,
accounting for 100% of the total amount of year end balance of receivables; the total amount of year end balance of the
corresponding provision for bad debts is 0.00 Yuan.
2. Other account receivable
(1) Other account receivable classified
30 June 2017
Bad debt
Category Book
Book Balance provision
value
Proport Amoun Proport
Amount ion (%) t ion (%)
Other account receivable with individual major amount and withdrawal bad 16,781, 16,781,
1.70 100.00 -
debt provision independently 666.46 666.46
Other accounts receivable with minor amount and accounts receivable with 962,414 962,414
97.20 - -
major amount found no devaluation after individual devaluation test ,956.45 ,956.45
Other account receivable with individual minor amount but withdrawal bad 10,895, 10,547, 347,694
1.10 96.81
debt provision independently 670.98 976.98 .00
990,092 27,329, 962,762
Total 100.00 2.76
,293.89 643.44 ,650.45
(Continued)
1 January 2017
Bad debt
Category Book
Book Balance provision
value
Proport Amoun Proport
Amount ion (%) t ion (%)
Other account receivable with individual major amount and withdrawal bad 16,781,6 16,781,
1.50 100.00 -
debt provision independently 66.46 666.46
Other accounts receivable with minor amount and accounts receivable with 1,093,78 1,093,78
97.49 - -
major amount found no devaluation after individual devaluation test 6,579.27 6,579.27
Other account receivable with individual minor amount but withdrawal bad 11,376,3 11,028, 347,694.
1.01 96.94
81.95 687.95
debt provision independently
1,121,94 27,810, 1,094,13
Total 100.00 2.48
4,627.68 354.41 4,273.27
①Other account receivable with individual major amount and withdrawal bad debt provision
independently
Accruing
Other account receivable Book value Bad debt provision Accrual reason
proportion (%)
Huiyang Kangtai Industrial
14,311,626.70 14,311,626.70 100.00
Company Un-collectible
Individual income tax 2,470,039.76 2,470,039.76 100.00 Un-collectible
Total 16,781,666.46 16,781,666.46 100.00
②Other account receivable with individual minor amount but withdrawal bad debt provision
independently
Accruing
Other account receivable Book balance Bad debt provision
proportion(%)
Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31
Deposit receivable 1,312,974.95 1,312,974.95 100.00
Personal account receivable 7,498,997.87 7,498,997.87 100.00
Total 10,895,670.98 10,547,976.98 96.81
(2) Bad debt provision accrual, collected or switch-back in the period
There are no bad debt provision accrual in the period, and switch –back 480,710.97 Yuan for bad deb tprovision
(3) No other accounts receivable that had actually written off in the period
(4) Other account receivable classified according to age
30 June 2017 1 January 2017
Age
Amount Proportion (%) Amount Proportion (%)
Within 1year 201,377,659.81 20.34 156,165,893.62 13.92
1 to 2years 277,175,416.66 27.99 490,525,842.08 43.72
2 to 3years - 83,463,099.08 7.44
Over 3 years 511,539,217.42 51.67 391,789,792.90 34.92
Total 990,092,293.89 100.00 1,121,944,627.68 100.00
(5) Receivable from related parties
proportio
n in total
Relationship with the other
Name of the company Amount Year
account
Company receivable
(%)
663,857,897.6 Within 1year to Over 3
Zhongshan Power Company Subsidiary 67.05
3 years
282,720,933.1 Within 1year to Over 3
Weimei Power Company Subsidiary 28.56
0 years
Environment Protection
Subsidiary 10,558,482.89 1 year 1.07
Company
Singapore company Subsidiary 1,456,971.99 Over 3 years 0.15
958,594,285.6
Total 96.82
(6) Top 5 other account receivables at period-end listed by arrears party
proportio
n in total
Relationship with the Balance of
other
Name of the company Amount Year bad debts
account
Company provision
receivabl
e (%)
663,857,897.6
Zhongshan Power Company Related party 1-3 years 67.05 -
282,720,933.1
Weimei Power Company Related party 1-3 years 28.56 -
Huiyang Kangtai Industrial Over 3 14,311,626.7
Non-related party 14,311,626.70 1.45
Company years
Within
Environment Protection Company Related party 10,558,482.89 1.07 -
1year
Over 3
Dormitory receivable Non-related party 2,083,698.16 0.21 1,736,004.16
years
973,532,638.4 16,047,630.8
Total 98.33
8
3. Long-term investment
(1) Category of long-term equity investment
30 June 2017 1 January 2017
Item Impairme Impairme
Book Book
nt Book value nt Book value
Balance Balance
provision provision
691,982,849. 691,982,849. 691,982,849. 691,982,849.
Investment to subsidiary - -
76 76 76
Investment to joint venture and affiliate
- - - - - -
enterprise
691,982,849. 691,982,849. 691,982,849. 691,982,849.
Total - -
76 76 76
(2) Investment to subsidiary
Impairment Impairment
Increased in Decreased in provision provision
Investee company 1 January 2017 30 June 2017
the Year the Year accrual in the Year-end
Year balance
Shenzhen Server 26,650,000.00 - - 26,650,000.00 - -
New Power
71,270,000.00 - - 71,270,000.00 - -
Company
Zhongshan Power
410,740,000.00 - - 410,740,000.00 - -
Company
Engineering
6,000,000.00 - - 6,000,000.00 - -
Company
Weimei Power
115,319,049.76 - - 115,319,049.76 - -
Company
Singapore 6,703,800.00 - - 6,703,800.00 - -
company
Environment
Protection 55,300,000.00 - - 55,300,000.00 - -
Company
Total 691,982,849.76 - - 691,982,849.76 - -
4. Operation revenue/operation cost
2017
Item
Revenue Cost Revenue Cost
Main business 316,769,674.55 351,127,940.47 142,039,101.44 166,953,311.54
Other business 11,630,884.94 2,293,227.75 15,947,661.65 -
Total 328,400,559.49 353,421,168.22 157,986,763.09 166,953,311.54
5. Supplement of cash flow statement
Supplement information 2017
(1) Net profit adjusted as cash flow from operation activities:
Net profit -32,975,152.39 -40,756,989.33
Add: Assets for impairment -480,710.97 -
Depreciation of fixed assets 5,591,404.56 5,041,783.76
Amortization of intangible assets 665,244.42 720,120.18
Amortization of long-term expenses to be amortized - -
Loss from disposal of fixed assets, intangible assets and other
159,602.00 194,564.88
long-term assets
Abandonment loss from fixed assets
Financial expenses (income) 16,331,788.60 70,526,525.68
Decrease of inventory (increased) 2,307,025.70 -558,403.95
Decrease of operational receivable (increased) 58,970,055.19 88,283,021.55
Increase of operational payable (decreased) -280,198,080.80 44,700,848.96
Other - -
Net cash flow from operation activities -229,628,823.69 168,151,471.73
2. Major investment and financing activities not involved with cash
income and expenses:
3. Net changes of cash and cash equivalent:
Balance of cash and cash equivalent at period-end 195,020,156.38 625,192,080.91
Less: period-beginning balance of cash and cash equivalent 1,119,323,850.36 675,408,711.65
Net increase of cash and cash equivalent -924,303,693.98 -50,216,630.74
XV. Supplementary information
1. Statement of non-recurring gains/losses
Item 2017
Gains/losses from the disposal of non-current asset -160,729.35 -203,276.08
Governmental subsidy calculated into current gains and losses, with
closely related with the normal business of the Company, excluding
2,217,711.99 9,839,892.03
the fixed-amount or fixed-proportion governmental subsidy according
to the unified national standard)
Gain/loss of debt reorganization - -
Switch-back of the impairment reserves of receivables that has
480,710.97 -
impairment test independently
Natural gas import VAT refund - -
Other non-operating income and expenditure except for the
-5,484.22 1,961,448.64
aforementioned items
Subtotal 2,532,209.39 11,598,064.59
Impact on income tax - -246,556.08
Impact on minority shareholders’ equity (post-tax) -48,200.66 -1,737,656.57
Total 2,484,008.73 9,613,851.94
2. ROE and EPS
EPS
Weighted average ROE
Profit in the Period
(%) Basic EPS Diluted EPS
Net profit attributable to shareholders of the listed
-1.17% -0.04 -0.04
company
Net profit attributable to shareholders of the listed
-1.30% -0.04 -0.04
company after deducting non-recurring gains and losses