深圳南山热电股份有限公司 2014 年年度报告全文
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2014
Notice No.: 2015-029
April 2015
深圳南山热电股份有限公司 2014 年年度报告全文
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.
Except for the follow, other directors are attend the Meeting for annual report
deliberation in person
Name of director absent Title for absent director Reasons for absent Attorney
Yu Chunling Director Cause for work Zhou Qun
Qiang Wenqiao Director Cause for work Zhou Qun
Li Zheng Independent director Cause for work Wang Xiaodong
Wang Junsheng Independent director Cause for work Tang Tianyun
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Chairman Yang Haixian, Managing Director Wu Dongxiang, CFO Huang Jian
and Manager of Financail Management Department Gan Baoshan hereby
confirm that the Financial Report of the annual report is authentic, accurate
and complete.
The report has been prepared in both Chinese and English, for any
discrepancies, the Chinese version shall prevail. Please read the full report
seriously.
Concerning the forward-looking statements with future planning involved in the
Semi-Report, they do not constitute a substantial commitment for investors.
Investors are advised to exercise caution of investment risks.
深圳南山热电股份有限公司 2014 年年度报告全文
Contents
Annual Report 2014
Section I. Important Notice, Contents and Paraphrase ............................................................................................................................2
Section II Company profile .....................................................................................................................................................................6
Section III. Accounting data and summary of financial indexes ..............................................................................................................8
Section IV. Report of the Board of Directors .........................................................................................................................................10
Section VII. Preferred Stock ..................................................................................................................................................................45
Section XII. Documents available for Reference...................................................................................................................................70
深圳南山热电股份有限公司 2014 年年度报告全文
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.
Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian Dongguan Company Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Shen Nan Dian Engineering Company Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.
Shen Nan Dian Envionment Protection
Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd.
Company
Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd
New Power, New Power Company Refers to Shenzhen New Power Industrial Co., Ltd.
Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd.
Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co., Ltd.
Zhongshan Nam Long Power Plant of Shen Nan Dian (Zhongshan)
Zhongshan Nam Long Power Plant Refers to
Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei
Dongguan Gaobu Power Plant Refers to
Electric Power Co., Ltd
Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd
Shenzhong Real Estate Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd
Syndisome Company Refers to Hong Kong Syndisome Co., Ltd.
Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd.
Energy Group Refers to Shenzhen Energy Group Co.,Ltd.
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Guangju Holding Refers to Shenzhen Guangju Investment Holding Co.,Ltd.
HK Tengda Refers to Tengda Property Co.,LTD.
Guoneng International Trading Refers to Shenzhen Guoneng International Trading Co., LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Guangju Energy Refers to Shenzhen Guangju Energy Co., LTD.
Guangju Industrial Refers to Guangju Industrial Co.,LTD.
Luneng Group Refers to Luneng Group Co., LTD
Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co.,Ltd.
深圳南山热电股份有限公司 2014 年年度报告全文
Shenzhen Energy Group Refers to Shenzhen Energy Group Co., LTD.
Docheng Weiye Group Refers to Docheng Weiye Group Company
深圳南山热电股份有限公司 2014 年年度报告全文
Section II Company profile
I. Company information
Short form of the stock Shen Nan Dian A, Shen Nan Dian B Stock code 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)
Legal representative Chairman Yang Haixian
Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province
Code for registrations add 518054
Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province
Codes for office add.
Company’s Internet Web Site http://www.nsrd.com.cn
E-mail public@nspower.com.cn;investor@nspower.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Hu Qin -
16/F-17/F, Hantang Building, OCT,
Contact add. Nanshan District, Shenzhen, Guangdong -
Province
Tel. 0755-26948888
Fax. 0755-26003684
E-mail investor@nspower.com.cn
III. Information disclosure and preparation place
Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial Daily
Website for annual report publish appointed by http://www.cninfo.com.cn/
Preparation place for annual report Secretariat of the Board of Directors
IV. Registration changes of the Company
Date for registration Place for registration Registration NO. for No. of taxation Organization code
深圳南山热电股份有限公司 2014 年年度报告全文
enterprise legal registration
license
No.18 Yueliangwan
Initial registration 1990-04-06 Avenue, Nanshan 440301501125497 440301618815121 61881512-1
District, Shenzhen
No.2097
Registration at end Yueliangwan
2012-08-30 440301501125497 440301618815121 61881512-1
of report period Avenue, Nanshan
District, Shenzhen
Changes of main business since listed (if
No changes
applicable)
All previous changes for controlling
No changes
shareholders (if applicable)
V. Other relevant information
CPA engaged by the Company
Name of CPA Ruihua Certified Public Accountant (LLP)
Offices add. for CPA West side, 8/F,Time Technology Building, No. 7028, Shennan Blvd., Futian District, Shenzhen
Signing Accountants Pan Xinhua, Cao Chuang
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2014 年年度报告全文
Section III. Accounting data and summary of financial indexes
I. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
2014 2013 Changes over last year 2012
Operating income (RMB) 1,234,101,547.84 1,110,427,750.14 11.14% 1,265,445,768.29
Net profit attributable to
shareholders of the listed -330,513,284.99 53,099,116.45 -722.45% -204,455,643.36
company(RMB)
Net profit attributable to
shareholders of the listed company
-329,708,263.72 -76,950,773.70 328.55% -323,272,643.93
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
571,263,982.13 482,279,180.11 18.45% 106,047,443.83
operating activities(RMB)
Basic earnings per share
-0.55 0.09 -711.11% -0.34
(RMB/Share)
Diluted earnings per share
-0.55 0.09 -711.11% -0.34
(RMB/Share)
Weighted average ROE -22.96% -4.88% -18.08% -19.58%
Changes over end of
End of 2014 End of 2013 End of 2012
last year
Total assets (RMB) 5,056,415,825.14 5,440,291,369.21 -7.06% 5,536,067,729.98
Net assets attributable to
shareholder of listed company 1,270,542,254.88 1,601,055,539.87 -20.64% 1,548,919,427.80
(RMB)
II. Difference of the accounting data under accounting rules in and out of China
The net profit and net assets in and out of China stays the same in reporting period.
III. Items and amounts of extraordinary profit (gains)/loss
√Applicable □Not applicable
深圳南山热电股份有限公司 2014 年年度报告全文
In RMB
Item 2014 2013 2012 Note
Gains/losses from the disposal of
non-current asset (including the write-off -3,391,027.70 78,884,627.34 1,136,165.09
that accrued for impairment of assets)
Governmental subsidy calculated into
current gains and losses(while closely
related with the normal business of the
3,641,201.54 9,032,973.54 2,217,106.02
Company, excluding the fixed-amount or
fixed-proportion governmental subsidy
according to the unified national standard)
Other non-operating income and expenditure
-1,851,619.50 394,766.69 489,010.46
except for the aforementioned items
Import VAT refunds for natural gas 0.00 37,570,075.58 125,023,871.96
Income from capacity transfer 0.00 72,930,000.00
Less: impact on income tax 121,393.78 20,699,535.10 414,701.91
Impact on minority shareholders’ equity
-917,818.17 48,063,017.90 9,634,451.05
(post-tax)
Total -805,021.27 130,049,890.15 118,817,000.56 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss
深圳南山热电股份有限公司 2014 年年度报告全文
Section IV. Report of the Board of Directors
I. Introduction
Year of 2014 was a very tough year to the company’s management situation. On the one hand, the board of
directors has made the general requirements to \"enhance the foresight and innovation of decision-making,
strengthen the oversight mechanisms for decision execution, grasp the opportunity of private placement stock,
promote the company''s industrial upgrading, improve the overall level of company’s operations, and promote the
company''s sustainable development\"; on the other hand, the board of directors has continued to improve the
company’s governance structure, promote the company’s standard operation, fulfill its responsibilities and
obligations to information disclosure, maintain the rights and interests of the company and the investors, and
strive to maximize the shareholders’ benefits in accordance with the requirements of China Securities Regulatory
Commission and Shenzhen Stock Exchange. Under the joint efforts of all employees, the company has achieved
the on-grid energy of 1.721 billion kWh in 2014, which outperformed the annual plan, achieved the operation
revenue of 1,234,101,500 Yuan, an increase of 11.14%, and has realized the safety management goal of “Four No”.
Due to the increase in west-east power transmission, the competition in the regional electricity markets is fierce,
as the main business, 9E unit has continued to lose its profitability. During the reporting period, the company has
tried to introduce the strategic investor via the non-public offering of shares to improve the company’s operating
conditions, but the partner proposed to terminate the contract because of their own reasons, which caused the
project failed to be implemented and the company still could not get rid of the situation of operating loss.
II. Main business analysis
1. Introduction
Business scope of the Company including production and operation of power-up and heat supply, engaged in the relevant technology
consultant and technology service of power plant (station). The Company mainly operated electricity generation, owes three
wholly-owned or controlling power plants in total in Shenzhen, Zhongshan and Dongguan, and all of them are located in the power
load center of Pearl River Delta, meanwhile the Company participated in stock of the investment construction of Jiangxi Nuclear
Power.
Name of the company Energy output (KWH) Same period of last y-o-y changes
year
Nanshan Power Factory(including units belongs to 7.91 7.88 0.38%
New Power Co.,)
Zhongshan Nam Long Power Plant 4.8 4.82 -0.41%
Dongguan Gaobu Power Plant 4.72 4.83 -0.62%
Total 17.43 17.53 -0.11%
During the report period, the main business income of the Company was 1,234,101,500 Yuan, increased by 11.14% compared to the
same period of last year. The operating profit of the Company was –929,066,200 Yuan, decreased 124,658,800 Yuan compared to
深圳南山热电股份有限公司 2014 年年度报告全文
the same period of last year, and total profit was -418,289,800 Yuan, decreased 513,396
