深圳南山热电股份有限公司 2017 年年度报告全文
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2017
No.:2018-006
March 2018
深圳南山热电股份有限公司 2017 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.
Principal of the Company- Chairman Li Xinwei, person in charger of
accounting works- Director and GM Chen Yuhui, CFO Dai Xiji and person in
charge of accounting organ (chief accountants)- deputy GM Wang Yi(act for
financial works) hereby confirm that the Financial Report of the annual report
is authentic, accurate and complete.
All directors are attended the Board Meeting for report deliberation.
The Company has no plans of cash dividend distributed, no bonus shares and
has no share converted from capital reserve either.
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.
The report has been prepared in both Chinese and English, for any
discrepancies, the Chinese version shall prevail. Please read the full report
深圳南山热电股份有限公司 2017 年年度报告全文
seriously.
深圳南山热电股份有限公司 2017 年年度报告全文
目 录
Section I. Important Notice, Contents and Paraphrase ......................... 2
Section II. Company Profile and Main Finnaical Indexes ....................... 7
Section III. Summary of Company Business .................................... 12
Section IV. Discussion and Analysis of the Operation ........................ 15
Section V. Important Events ................................................. 36
Section VI. Changes in Shares and Particulars about Shareholders ............ 72
Section VII. Preferred Stock ................................................ 79
Section VIII. Particulars about Directors, Supervisors, Senior Executives and
Employees ................................................................... 80
Section IX. Corporate Governance ............................................ 95
Section X. Corporation Bonds ............................................... 105
Section XI. Financial Report ............................................... 106
Section XII. Documents available for Reference ............................. 106
深圳南山热电股份有限公司 2017 年年度报告全文
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian, The Refers to Shenzhen Nanshan Power Co., Ltd.
listed company
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 Environment Protection Refers to Shenzhen Shen Nan Dian Environment Protection Co., Ltd.
Company
Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd
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 Nanlang Power Plant Refers to Zhongshan Nanlang Power Plant of Shen Nan Dian (Zhongshan)
Electric Power Co., Ltd.
Dongguan Gaobu Power Plant Refers to Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan)
Weimei Electric Power Co., Ltd
Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd
Shenzhong Real Estate Development Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd
Syndisome Company Refers to Hong Kong Syndisome 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 年年度报告全文
Appraisal institute, Pengxin Appraisal Refers to Shenzhen Pengxin Assets Appraisal Land & Real Estate Appraisal
Co., Ltd.
Auditing institute, Ruihua CPA, Accounting Refers to Ruihua Certified Public Accounts (LLP)
Institute
DeHeng, permanent legal advisor Refers to Beijing DeHeng (Shenzhen) Law Offices
CSRC Refers to China Securities Regulatory Commission
Securities regulatory bureau Refers to Shenzhen Securities Regulatory Commission of China Securities
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
Stock Listing Rules Refers to Rules Governing the Listing of Stocks on Shenzhen Stock Exchange
Articles of Association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
RMB, in 10 thousand Yuan, 100 Million Yuan Refers to Except the special description of the monetary unit, rest of the
monetary unit is RMB Yuan, ten thousand Yuan, the 100 Million
Yuan
Reporting period Refers to The 1 January 2017 to 31 December 2017
深圳南山热电股份有限公司 2017 年年度报告全文
Section II. Company Profile and Main Finnaical Indexes
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)
Foreign name of the Company
Shenzhen Nanshan Power Co., Ltd.
(if any)
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 Zhang Jie Jiang Yuanyuan
16/F-17/F, Hantang Building, OCT, 16/F-17/F, Hantang Building, OCT,
Contact add. Nanshan District, Shenzhen, Guangdong Nanshan District, Shenzhen, Guangdong
Province Province
Tel. 0755-26003611 0755-26003611
Fax. 0755-26003684 0755-26003684
E-mail investor@nspower.com.cn 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/
Secretariat of the Board of Directors, 17/F, Hantang Building, OCT,
Preparation place for annual report
Nanshan District, Shenzhen, Guangdong Province
深圳南山热电股份有限公司 2017 年年度报告全文
IV. Registration changes of the Company
Organization code 91440300618815121H
Changes of main business since listing (if
No changes
applicable)
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 5F, Tower 2, No. 8 Xisihuanzhong Road, Haidian District, Beijing, P.R.C.
Signing Accountants Zhang Liping, Han Songliang
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
Enterpriser of the financial
Financial consultant Office address Consistent supervision
consultant
The period of consistent supervision
shall begin on the date of completing the
procedure of industrial and commercial
registration of changes for the underlying
assets of sale of substantial assets, that
38-45/F, A-Block, Jiangsu
China Merchants each 75 percent of equity stake of
Building, Yitian Road, Futian Zan Chao, Wang Xinyu
Securities Co., Ltd. Shenzhong Property Company and
District, Shenzhen
Shenzhong Development Company held
by the Company, and end in no less than
a fiscal year after the date of completion
of implementation of sale of this
substantial assets.
VI. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data or not
□ Yes √ No
2017 2016 Changes over last year
Operating income (RMB) 2,045,766,831.74 1,574,088,977.85 29.97% 1,345,018,210.71
Net profit attributable to 15,904,182.47 1,306,694,835.46 -98.78% -634,623,667.06
深圳南山热电股份有限公司 2017 年年度报告全文
shareholders of the listed Company
(RMB)
Net profit attributable to
shareholders of the listed Company
11,413,492.42 -128,991,534.34 -108.85% -737,614,969.81
after deducting non-recurring gains
and losses (RMB)
Net cash flow arising from
196,799,855.73 926,321,325.40 -78.75% 386,451,706.09
operating activities (RMB)
Basic earnings per share
0.03 2.17 -98.62% -1.05
(RMB/Share)
Diluted earnings per share
0.03 2.17 -98.62% -1.05
(RMB/Share)
Weighted average ROE 0.59% -10.00% -105.90% -77.38%
End of 2017 End of 2016 Changes over end of End of 2015
last year
Total assets (RMB) 2,883,804,392.70 4,363,703,614.03 -33.91% 4,579,853,736.04
Net assets attributable to
shareholder of listed Company 1,958,618,085.39 1,942,713,902.92 0.82% 636,006,699.57
(RMB)
VII. 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
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.
VIII. Quarterly main financial index
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 318,755,094.24 554,207,603.09 697,890,935.29 474,913,199.12
深圳南山热电股份有限公司 2017 年年度报告全文
Net profit attributable to
-27,388,861.07 4,759,659.69 20,474,941.54 18,058,442.31
shareholders of the listed Company
Net profit attributable to
shareholders of the listed Company
-28,843,829.49 3,730,619.38 19,120,423.23 17,406,279.31
after deducting non-recurring gains
and losses
Net cash flow arising from
-213,153,838.55 147,704,983.28 -105,893,980.45 368,142,691.45
operating activities
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
index disclosed in the Company’s quarterly report and semi-annual report
□ Yes √ No
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item Amount in 2017 Amount in 2016 Amount in 2015 Note
Gains/losses from the disposal of
Loss from disposal of
non-current asset (including the write-off -454,644.16 1,660,659,958.12 -298,030.53
non-current assets
that accrued for impairment of assets)
Governmental subsidy calculated into
current gains and losses(while closely
Government grants
related with the normal business of the
4,331,837.03 -2,463,841.18 72,711,942.26 with assets concerned
Company, excluding the fixed-amount or
are amortized
fixed-proportion governmental subsidy
according to the unified national standard)
Account receivable of
Switch back of the impairment for
bad debt provision
receivables which has impairment test 1,504,310.97
which has accrual was
independently
collected
The payables which
Other non-operating income and expenditure un-able to paid were
335,919.18 -965,906.07 132,969.28
except for the aforementioned items transfer to
non-operating income
Import VAT refunds for natural gas 43,717,420.50
Less: impact on income tax 803,999.72 221,481,615.44 108,009.54
Impact on minority shareholders’
422,733.25 62,225.63 13,164,989.22
equity (post-tax)
Total 4,490,690.05 1,435,686,369.80 102,991,302.75 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
深圳南山热电股份有限公司 2017 年年度报告全文
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
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, the Company has no such items in the reporting period for the aforesaid
深圳南山热电股份有限公司 2017 年年度报告全文
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 Nanlang 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 Nanlang Power Plant and Dongguan Gaobu Power Plant are all in the state of normal production and
operation. In the year of 2017, the total power generation of its subsidiary plants was up to 3162 million kwh, with a 32.12 percent
year-on-year growth, completing 118.41 percent of its annual plan, among which, Nanshan Thermal Plant has generated electricity of
1,619 million kwh, Zhongshan Nam Long Power Plant has generated electricity of 888 million kwh, and Dongguan Gaobu Power
Plant has generated 655 million kwh, increased 21.89%, 66.90% and 22.88% respectively on a y-o-y basis.
During the reporting period, while focusing on the main business operation of power generation, the company also carefully managed
the development and expansion of related businesses. The subsidiary Shen Nan Dian Engineering Co., Ltd. continued to open up the
technical consultation and technical services for domestic and international gas turbine power station construction projects, Shen Nan
Dian Environment Protection Company used the waste heat generated by the gas turbine to conduct the drying treatment of wet sewage
sludge of the sewage treatment plant, and realized the sludge reduction, 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
Monetary fund Mainly for bank loans payment
Note receivable increased for the project’s settlement funds from Shen Nan Dian Turbine
Bill receivable
Engineering Company – controlling subsidiary of the Company
Server Company (controlling subsidiary of the Company) received money for goods
Account receivable
from CNPC Zhonghai Company and the overdue payment interest 55.69 million Yuan
Received the debts and interest 362.96 million Yuan from Oufuyuan Technology
Other account receivable
Company
深圳南山热电股份有限公司 2017 年年度报告全文
Account for natural gas paid in advance from Gas Poer CNOOC Company increased in
Advance payment
the year
Equity assets N/A
Fixed assets N/A
Intangible assets N/A
The expenditure of technical transformation for CHP from Shen Nan Dian (Zhongshan)
Construction in process
Company – controlling subsidiary of the Company 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.
1. Mature governance structure. As a main board listed company with a history of more than two decades, the
company has established and continuously improved its modern enterprise management system, and has had a
relatively mature and standardized corporate governance structure and a relatively streamlined management
organization structure. The operations of “three sessions” are standardized and highly efficient, and the
responsibilities of various functional departments are clear and collaborative. The company has attached great
importance to party building work, established party organization system and functional departments to be
responsible for the implementation of party building, clean government, stability and corporate culture
construction, and thus created a clear and positive cultural environment for the company's development. The
company has set up an independent audit department to take charge of the internal control and auditing and the
risk prevention and urge all departments and subordinate enterprises to further standardize their operations so as to
avoid the risks of operations and governance.
2. Efficient operation mechanism. Since August, the company has established a “1+5” strategic roadmap,
深圳南山热电股份有限公司 2017 年年度报告全文
implemented a series of internal management and operational system optimization, further improved the
decision-making mechanism, streamlined the work flow, improved the valuation and incentive mechanism,
strengthened the supervision and accountability systems, and effectively integrated resources, and formed a
mechanism of internal management and operation that not only ensures the legal compliance but also simplifies
and improves the efficiency.
3. The basic living space. Although the profitability of gas-fired generating sets has continued to decline in recent
years, and there are many uncertainties in the future, the gas-fired generating sets have excellent peak shaving
performance, coupled with the significant environmental protection and emission reduction effects of natural gas
power generation, therefore, whether based on the emergency peak shaving of power grid and the regional
security guarantees, or on the need for environmental protection, the gas-fired generating sets take an
indispensable position in coastal economically developed regions. The company will give play to its unique
influence in the gas turbine power generation industry in Guangdong Province and actively strive for favorable
conditions for the continuing operations of stock assets, and seeking the space of transformation, upgrading and
development for the Company.
4. Favorable regional layout. The company’s three subsidiary gas turbine power plants, including Nanshan
Thermal Power Plant, Zhongshan Nanlang Power Plant and Dongguan Gaobu Power Plant, are all located in the
power load center and economic development center of the Pearl River Delta. They are the main peaking power
sources in the region and have favorable regional advantages.
5. Excellent professionals. After more than 20 years of development, the company has not only absorbed and
trained a group of technical experts and professionals in the gas turbine industry but also accumulated rich
experience in the construction and operation management of gas turbine power plants, so except for ensuring the
safe and stable operation of the company’s power generation equipment, the company also exported professional
services such as technical consulting and training. Shennandian Engineering Co., Ltd. has provided professional
services such as technical consulting, commissioning and maintenance for dozens of domestic and international
gas turbine power stations. The company's training center has successively undertaken the technician training
business for tens of power plants at home and abroad, and has become a renowned professional training base in
the domestic gas turbine industry, and has established a good reputation and professional brand image in the
industry.
深圳南山热电股份有限公司 2017 年年度报告全文
Section IV. Discussion and Analysis of the Operation
I. Introduction
2017 was an important year for the nation to implement the “13th Five-Year Plan” and deepen the supply-side
structural reform. The effects of national economic transformation development and innovative development
gradually emerged, the energy structure continued to be optimized, the pace of transformation was accelerated,
and the quality and efficiency of development continued to increase.
In 2017, the power supply and demand in Guangdong Province were generally loose. Affected by factors such as
slow and stable economic growth and redundant power and electricity volume from the western China, the power
generation situation in the province was relatively grim. The province's electricity demand grew steadily, and the
electricity supply and demand were generally balanced. According to industry statistics, from January to
December, the province's total electricity consumption was 595.9 billion KWH, an increase of 6.22% on a
year-on-year basis. From January to December, the province's electricity demand grew steadily, with the
maximum load of 109 million kilowatts, an increase of 8.5% on a year-on-year basis. Due to the large growth of
generating capacity of the thermal power units in the province, the purchased quantity of electricity continued to
grow and the newly added capacity increased steadily, the competition of monthly centralized trading of the
electricity generation side was fierce, while the demand for gas turbine peak power generation in the province was
limited, so the gas turbine power generation was still greatly restricted. Although the company turned losses into
gains in 2016 by implementing major asset sales, which, to some extent, improved the company's asset quality and
financial position, the company's main business and operating conditions were not fundamentally changed. As a
power enterprise that takes gas turbine electricity generation as the main business, under the influence of high fuel
costs, constantly reduced basic electricity consumption, increasingly fierce market competition and other common
problems in industries, the company faced more complicated and difficult operating conditions. In addition, the
grid companies in Guangdong Province and Shenzhen City reduced the on-grid electricity price of the province's
natural gas power generation projects, including the company’s three subsidiary power plants, from RMB0.745 to
RMB0.715 per KWH (including tax) since October 2017, which further increased the company's operating
pressure.
During the reporting period, the company continued to focus on the production and operation of inventory assets,
continued to optimize the internal management, actively strived for the power generating capacity of its
subordinate power plants, and endeavored to reduce the operating costs so as to meet the challenges of the
electricity market. In particular, since August, the company’s new leadership has creatively formulated the “1+5”
strategic roadmap, proposed the overall strategic objectives of “turning deficits and getting out of troubles,
transforming for development, and deepening reforms”, and determined five implementation paths including
reducing losses and increasing profits for stock assets, fully maintaining the land assets, deepening the
reformation for internal management, strengthening the supervision for investment property, and prudently
seeking for sustainable development, and established a leading group of “turning deficits and getting out of
深圳南山热电股份有限公司 2017 年年度报告全文
troubles, transforming for development, and deepening reforms” and five special action teams, achieved the
first-time operating profit in the past decade by effectively integrating resources, efficiently acting in concert, and
advancing all work neck and neck, which greatly boosted the morale and confidence, and formed a good working
atmosphere with consistent goals, concerted efforts, efficient implementation, and standardized operation. The
main management and operation work was as follows:
The first was to strengthen the safety and environmental management, always place safety as the top priority in
business management, conscientiously fulfill our responsibility for environmental protection, and achieve the goal
of “five-no” safety and compliance with environmental targets. The second was to actively participate in the
competition of power market, thoroughly study the market trends, seriously establish the competitive strategy,
make all preparations in advance, quickly and decisively make decisions, successfully achieve a new high level of
power generation, and lay a solid foundation for the company to “stop losses and strive for profits”. The third was
to plan and deploy the major cost items such as fuel supply and capital management, give play to the overall scale
advantages, focus on the “package” preferential policy, which greatly reduced the production costs and financial
costs and played an active role in realizing the overall profitability. The fourth was to innovate the operating and
management model, encourage the subordinate enterprises to pledge a goal, and encourage all cadres and staff to
work hard for the successful completion of their tasks and to strive to outperform their operational tasks. The fifth
was to deepen the reform of human resources, carry out the optimal allocation and reasonable appointment of
management cadres and core staff step by step and better reflect the principle of appointing people by abilities and
making the best use of abilities so as to lay a good talent foundation for realizing the company’s overall strategic
objectives. The sixth was to innovate the management thinking and working model, explore the organic
integration of relevant business systems and work resources, promote a streamlined and efficient culture of
discussing and acting, and seize the market opportunities with quick decision-making and efficient
implementation. The seventh was to give full play to the positive role of party organizations and labor unions,
strengthen the communication with employees and forward guidance, attach great importance to the logistical
support work, and implement a series of humane care actions, which greatly enhanced the company's cohesion
and staff enthusiasm for the company's production and operation.
In 2017, the general party branch of the company guided the work by “focusing on the party’s management to
carry out party building, and carrying out the party building to promote business operations”, comprehensively
strengthened the party building work, thoroughly studied the spirit of the Party’s 19th National Congress, firmly
established “four consciousnesses” and strengthened “four “self-confidence”, consciously guided the work by the
socialist ideology with Chinese characteristics in the new era of Xi Jinping; implemented the principle of “three
majors and one large”, combined the strengthening of the party’s leadership with the improvement of corporate
governance; adhered to the “three sessions and one lesson” system, and carried out the thematic activities of “the
secretary giving the party lecture, “learning the advanced, taking the action, and becoming qualified party
members”, and promoted the normalization and institutionalization of “two studies one action” in study and
education; strengthened the building of an honest and clean government and intensified the inner-party
supervision to improve the cohesion and solidarity of the party organization.
In 2017, the company’s three power plants completed a cumulative power generation of 3.162 billion KWH, and
深圳南山热电股份有限公司 2017 年年度报告全文
completed 118.41% of the annual plan. In 2017, the company realized operating income of 2.046 billion Yuan,
with net profit attributable to shareholders of the parent company of 15,904,200 Yuan, and earnings per share of
0.03 Yuan.
II. Main business analysis
1. Introduction
Found more in I. Introduction in Discussion and Analysis of the Operation
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2017
Increase/decrease
Ratio in operation Ratio in operation
Amount Amount y-o-y
revenue revenue
Total operation
2,045,766,831.74 100% 1,574,088,977.85 100% 29.97%
revenue
Industry classification
Energy industry 1,957,332,612.00 95.67% 1,502,944,465.07 95.48% 30.23%
Engineering service 38,416,883.29 1.88% 19,212,605.91 1.22% 99.96%
Sludge drying 44,384,947.49 2.17% 49,307,473.68 3.13% -9.98%
Other business 5,632,388.96 0.28% 2,624,433.19 0.17% 114.61%
Product classification
Electricity sales 1,957,332,612.00 95.67% 1,502,944,465.07 95.48% 30.23%
Engineering service 38,416,883.29 1.88% 19,212,605.91 1.22% 99.96%
Sludge drying 44,384,947.49 2.17% 49,307,473.68 3.13% -9.98%
Other business 5,632,388.96 0.28% 2,624,433.19 0.17% 114.61%
By region
Domestic 2,045,766,831.74 100.00% 1,574,088,977.85 100.00% 29.97%
overseas
(2) About the industries, products, or regions accounting for over 10% of the Company’s operating income
or operating profit
√Applicable □ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
Does the Company need to comply with the disclosure requirements of the special industry
No
In RMB
Increase/decrease Increase/decrease Increase/decrease
Operating
Operating cost Gross profit ratio of operating of operating cost of gross profit
revenue
revenue y-o-y y-o-y ratio y-o-y
Industry classification
Energy industry 1,957,332,612.00 1,807,939,570.93 7.63% 30.23% 30.05% 1.72%
Engineering
38,416,883.29 29,158,224.56 24.10% 99.96% 80.50% 51.40%
service
Sludge drying 44,384,947.49 37,041,469.83 16.54% -9.98% 2.67% -38.33%
Product classification
Electricity sales 1,957,332,612.00 1,807,939,570.93 7.63% 30.23% 30.05% 1.72%
Engineering
38,416,883.29 29,158,224.56 24.10% 99.96% 80.50% 51.40%
service
Sludge drying 44,384,947.49 37,041,469.83 16.54% -9.98% 2.67% -38.33%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
(3) Income from physical sales larger than income from labors
√ Yes □ No
Increase/decrease
Industries Item Unit 2017
y-o-y
Sales volume TWh 31.13 23.53 32.26%
Electric Power Output TWh 31.13 23.53 32.26%
Storage TWh 0 0 0.00%
Reasons for y-o-y relevant data with over 30% changes
√Applicable □ Not applicable
Since August, the company has optimized and adjusted the main production targets of its subordinate power generation enterprises,
and put forward the assessment principle and encouragement guidance of “stabilizing the morale and motivating the morale; making
positive incentives and assessment and accountability; providing minimum guarantee with no ceiling”, which greatly aroused the
enthusiasm of cadres and employees. The on-grid energy of the company’s three subordinate power plants substantially increased in
2017 as compared with the same period of last year. Nanshan Thermal Power Plant strengthened the equipment refurbishment, and
actively sought to achieve a new high in the generating capacity in recent years. Zhongshan Nanlang Power Plant made a success in
the electricity bidding transaction in four continuous months and exceeded the required generating capacity. Dongguan Gaobu Power
Plant completed the approval of the cogeneration project in advance and timely participated in and successfully obtained the electric
quantity in monthly bidding transaction. In addition, the total electricity consumption in Guangdong Province in 2017 also had a
steady increase, with a growing rate of about 6.22% on a year-on-year basis, which also created favorable conditions for the company
深圳南山热电股份有限公司 2017 年年度报告全文
to increase its on-grid electricity consumption.
(4) Fulfillment of the Company’s signed significant sales contracts up to this reporting period
√Applicable □ Not applicable
①In January 2013, the Company signed a five-year National Gas Sale Contract with Guangdong Trade Branch of CNOOC Gas and
Power Group. and in August 2017, entered into a Supplementary Agreement of the National Gas Sale Contract with
Guangdong/Zhuhai Sales Branch of CNOOC Gas and Power Group, relevant contracts are under implementation.
② In December 2013, controlling subsidiary of the Company - Shen Nan Dian Dongguan Company, signed a five-year National Gas
Sale Contract with Guangdong Trade Branch of CNOOC Gas and Power LTD, which is under implementation presently.
③ In May 2014, controlling subsidiary of the Company -Shen Nan Dian Dongguan Company, signed a five-year National Gas Sale
Contract with Zhuhai Trade Branch of CNOOC Gas and Power LTD, which is under implementation presently.
(5) Constitute of operation cost
Industry and products classification
In RMB
2017
Increase/decrease
Industries Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Power, heat
Energy industry 1,807,939,570.93 96.44% 1,390,170,289.38 96.35% 30.05%
supply
Engineering
Engineering cost 29,158,224.56 1.56% 16,154,164.10 1.12% 80.50%
service
Sludge drying
Other business 37,465,193.45 2.00% 36,576,521.70 2.53% 2.43%
etc.
In RMB
2017
Increase/decrease
Products Item Ratio in operation Ratio in operation
Amount Amount y-o-y
cost cost
Electricity sales Power supplying 1,807,939,570.93 96.44% 1,390,170,289.38 96.35% 30.05%
Engineering
Engineering cost 29,158,224.56 1.56% 16,154,164.10 1.12% 80.50%
service
Sludge drying Sludge treatment 37,041,469.83 1.98% 36,078,144.72 2.50% 2.67%
Other business Leasing 423,723.62 0.02% 498,376.98 0.03% -14.98%
Note
深圳南山热电股份有限公司 2017 年年度报告全文
(6) Whether the changes in the scope of consolidation in Reporting Period
□ Yes √ No
(7) Major changes or adjustment in business, product or service of the Company in Reporting Period
□ Applicable √ Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
Total top five clients in sales (RMB) 2,039,479,675.56
Proportion in total annual sales volume for top five clients 99.69%
Sales of related parties in annual sales from top five clients 0.00%
Information of top five clients of the Company
Proportion in total annual
Serial Name Sales (RMB)
sales
1 Shenzhen Power Supply Bureau Co., Ltd. 1,002,533,743.35 49.01%
2 Guangdong Power Grid Co., Ltd. 954,757,403.34 46.67%
3 Shenzhen Municipal Water Affairs Bureau 44,384,947.49 2.17%
4 China Machinery Engineering Corporation 27,504,147.04 1.34%
5 Tianchen Corp. China (TCC) 10,299,434.34 0.50%
Total 2,039,479,675.56 99.69%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,656,303,270.13
Proportion in total annual purchase amount for top five suppliers 96.68%
Purchase of related parties in annual amount from top five
0.00%
suppliers
Information of top five suppliers of the Company
Proportion in total annual
Serial Name Purchases (RMB)
purchases
Guangdong Sales branch of China National Offshore
1 1,080,526,505.77 63.07%
Oil & Gas Corporation
Zhuhai Sales branch of China National Offshore Oil &
2 419,260,722.97 24.47%
Gas Corporation
3 Dongguan Jiufeng NG Storage Co., Ltd. 93,486,256.48 5.46%
深圳南山热电股份有限公司 2017 年年度报告全文
4 Guangdong Huida Energy Co., Ltd. 34,875,439.55 2.04%
5 Guangzhou Yuanxiang Gas Co., Ltd. 28,154,345.36 1.64%
Total 1,656,303,270.13 96.68%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decr
2017 2016 Note of major changes
ease y-o-y
Cost of dry sludge treatment from Shen Nan Dian Environment
Sales Protection Company declined; the sales expenses from Server
3,046,206.09 5,563,192.84 -45.24%
expense Company has transferred to management expenses for business
suspended
Management expenses decreased from a year earlier, mainly because
Managemen Shenzhong Development Company and Shenzhong Property
99,021,102.92 105,626,259.83 -6.25%
t expense Company are not in consolidate scope any more since 19 December
2016, after equity of them held by the Company are sold in 2016
Financial
53,518,125.67 174,062,078.28 -69.25% Financial expenses declined y-o-y due to the drops in loan size
expense
4. R&D expenses
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2017 2016 Y-o-y changes
Subtotal of cash in-flow from
2,842,226,576.52 2,896,291,783.56 -1.87%
operation activity
Subtotal of cash out-flow from
2,645,426,720.79 1,969,970,458.16 34.29%
operation activity
Net cash flow from operation
196,799,855.73 926,321,325.40 -78.75%
activity
Subtotal of cash in-flow from
837,562,474.15 -100.00%
investment activity
Subtotal of cash out-flow from
66,604,848.94 17,248,786.24 286.14%
investment activity
深圳南山热电股份有限公司 2017 年年度报告全文
Net cash flow from investment
-66,604,848.94 820,313,687.91 -108.12%
activity
Subtotal of cash in-flow from
740,290,000.00 2,244,504,173.08 -67.02%
financing activity
Subtotal of cash out-flow from
1,847,970,120.16 3,618,420,697.50 -48.93%
financing activity
Net cash flow from financing
-1,107,680,120.16 -1,373,916,524.42 -19.38%
activity
Net increased amount of cash and
-977,868,950.79 373,155,847.80 -362.05%
cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
(1) Cash in-flow from operation activity decreased 1.87%: revenue from power selling increased in the year for power generation
soars, however, the debts and interest paid from Oufuyuan Technology in the year decreased over same period of last year, thus the
cash in-flow declined from a year earlier;
(2) The cash outflow from operation activities rose by 34.29%, mainly because the purchase cost of natural gas increased due to the
soaring of power generation in the Year;
(3) Net cash flow from operation activity decreased 8.75% from a year earlier: mainly because the debts and interest paid from
Oufuyuan Technology in the year decreased over same period of last year, expenses for NG purchasement increased and income tax
paying increased;
(4) The cash inflow from investment activities declined by 100%, mainly due to the equity transfer money received from Oufuyuan
Technology for 75% equity respectively of Shenzhong Properties Company and Shenzhong Real Estate Development Company
being sold in 2016, and no such amount occurred in 2017;
(5) Cash out-flow from investment activity increased 286.14%: mainly because costs of technical improvement of CHP from Shen
Nan Dian (Zhongshan) Company increased;
(6) The net cash flow from investment activities decreased by 108.12% on a y-o-y basis, mainly due to the equity transfer money
received from Oufuyuan Technology for 75% equity respectively of Shenzhong Properties Company and Shenzhong Real Estate
Development Company being sold in 2016, and no such amount occurred in 2017;
(7) The cash inflow of financing activities reduced by 67.02%, mainly due to the drops in loan size in the Year;
(8) The cash outflow of financing activities declined by 48.93%, mainly because the money pay back in the Year decreased y-o-y;
(9) Net cash out-flow from financing activity decreased 19.38% on a y-o-y basis: mainly because net financing amount in the year
increased and interest costs declined;
(10) Net increased amount of cash and cash equivalent has 362.05% declined: mainly because the cash flow from operating and
investment activities decreased from a year earlier
Explanation on reasons for the significant differences between the net cash flow arising from operation activities in the Period and
net profit of last year
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
III. Analysis of the non-main business
√Applicable □ Not applicable
In RMB
Ratio in total
Amount Note Whether be sustainable
profit
Income from long-term equity investment
Investment income -2,050,390.78 -22.87% Yes
measured by equity
Account receivable of bad debt provision
Assets impairment -1,412,696.42 -15.76% No
which has accrual was collected
Non-operating The payables which un-able to paid were
347,199.40 3.87% No
income transfer to non-operating income
Non-operating
465,924.38 5.20% Loss from non-current assets disposal No
expenditure
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2017 End of 2016
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
Monetary fund 438,316,169.81 15.20% 1,415,550,406.02 32.44% -17.24% Mainly for bank loans payment
Server Company (controlling
subsidiary of the Company)
received money for goods
Account
113,349,775.76 3.93% 166,808,672.42 3.82% 0.11% from CNPC Zhonghai
receivable
Company and the overdue
payment interest 55.69 million
Yuan
Received the debts and interest
Other account 362.96 million Yuan from
38,771,888.74 1.34% 395,804,901.21 9.07% -7.73%
receivable Oufuyuan Technology
Company
Inventory 77,834,903.89 2.70% 80,684,079.57 1.85% 0.85%
Investment
2,802,440.31 0.10% 2,998,577.91 0.07% 0.03%
property
Long-term The investment income
equity 18,254,673.40 0.63% 20,305,064.18 0.47% 0.16% recognized under equity
investment method are declined
深圳南山热电股份有限公司 2017 年年度报告全文
The accumulated depreciation
Fix assets 1,420,620,565.05 49.26% 1,544,562,696.68 35.40% 13.86%
increased in the Period
The expenditure of technical
transformation for CHP from
Construction in Shen Nan Dian (Zhongshan)
50,958,741.92 1.77% 8,008,476.13 0.18% 1.59%
process Company – controlling
subsidiary of the Company
increased
Short-term loans 515,850,000.00 17.89% 796,840,000.00 18.26% -0.37% Bank loans payment
Long-term loans 25,940,000.00 0.90% 343,900,000.00 7.88% -6.98% Bank loans payment
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Assets right restriction till end of reporting period
V. Investment
1. Overall situation
√Applicable □ Not applicable
Amount invested (RMB) Last period’s amount (RMB) Changes
1,300,000.00 0.00 100.00%
In January 2010, the Company invested to CPI Jiangxi Nuclear Power Co., Ltd. in nuclear power project and holds 5% stake and the
Company increase 1.3 million Yuan investment; As to the end of the reporting period, the investment of the Company amounted to 60,
615,000 Yuan. 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
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
The Company had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the reporting period.
5. Application of raised proceeds
□ Applicable √ Not applicable
The Company had no application of raised proceeds in the reporting period.
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable √ Not applicable
VII. Analysis of main holding Company and stock-jointly companies
√Applicable □ Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
In RMB
Company Main product Register Operating Operating
Type Industry Total assets Net Assets Net profit
name or service capital revenue profit
Shenzhen Subsidiary Electric Technology RMB 201,412,69 166,939,7 369,625,88 37,349,97 33,181,834
New Power power development 113.85 9.19 62.63 2.01 4.68 .93
Industrial regarding to million
Co., Ltd. application of
remaining heat
(excluding
restricted
items) and
power
generation
with remaining
heat. Add:
power
深圳南山热电股份有限公司 2017 年年度报告全文
generation
through
burning
machines.
Shen Nan Subsidiary Environmen Sludge drying; RMB 79 127,724,70 95,738,72 44,384,947 2,765,003 2,279,268.
Dian t Protection the design and million 7.86 7.98 .49 .81 32
Environmen operations
t Protection management
Company of sludge
treatment and
disposal
facilities and
engineering;
the technology
development,
technology
transfer,
technical
advice,
technical
services of
environmental
pollution
control and
comprehensive
utilization
domain;
(Except for the
projects
required to be
approved
before
registration by
laws,
administrative
regulations, or
decisions and
stipulation of
the State
Council, the
restricted items
must be
approved
before
深圳南山热电股份有限公司 2017 年年度报告全文
operating)
Shenzhen Subsidiary Engineering Engage in the RMB 10 29,464,711 18,283,43 38,416,883 5,023,287 5,048,741.
technical
Shennandia technical advisory million .02 8.16 .29 .82 46
n Turbine consulting service for the
construction
Engineering service projects of
Technology gas-steam
combined
Co., Ltd. cycle power
plant (station),
and undertake
the
maintenance
and overhaul
of the
operation
equipment of
gas-steam
combined
cycle power
plant (station).
Import and
export of
goods and
technologies
(excluding
distribution
and state
monopoly
commodities)
Shenzhen Subsidiary Energy Self-supportin RMB 53.3 134,482,39 97,724,48 1,106,735. -7,541,76 -7,540,131
g or import
Server agent business million 8.48 4.39 21 1.29 .29
Petrochemic of fuel oil;
trade
al Supplying (excluding
Co., Ltd production and
storage and
transportation)
in diesel,
lubricating oil,
liquefied
petroleum gas,
natural gas,
compressed
gas and
liquefied gas,
chemical
products
(excluding
dangerous
chemicals);
investment,
construction
and technical
supports in
liquefied
petroleum gas,
natural gas and
related
facilities;
import and
深圳南山热电股份有限公司 2017 年年度报告全文
export
businesses and
domestic trade
of goods and
technologies
(excluding
franchise,
exclusive
control, and
monopoly
products);
leasing
business.
Licensed
projects: fuel
oil
warehousing
business
(except for
refined oil);
general freight
transport,
special
transportation
of goods
(containers),
special
transportation
of goods (tank)
Gas turbine
Shen Nan Subsidiary Electric RMB 746.8 761,443,91 -62,417,7 543,470,07 -15,444,2 -15,454,46
power
Dian power generation, million 3.77 56.93 4.17 24.47 6.03
waste heat
(Zhongshan
power
) Electric generation,
power supply
Power Co.,
and heating
Ltd. (excluding
heating pipe
network),
leasing of
wharfs and oil
depots
(excluding
refined oil,
dangerous
chemicals, or
flammable and
explosive
goods).
Shen Nan Subsidiary Electric Construction US $ 35.04 757,850,39 100,526,7 412,389,91 -28,887,1 -28,887,15
Dian power and operation million 0.53 25.04 0.03 56.15 6.15
(Dongguan) of natural gas
Weimei power stations,
Electric construction
Power Co., and operation
Ltd of natural gas
cogeneration
power plants.
深圳南山热电股份有限公司 2017 年年度报告全文
Shen Nan Subsidiary Trade Agent for oils US $ 0.9 344,202,92 341,698,4 0 -1,615,49 -1,615,497
Energy trade and spare million 4.36 95.59 7.34 .34
(Singapore) parts of gas
Co., Ltd. turbine
CPI Jiangxi Joint stock Nuclear The RMB 3,573,053, 1,175,556 9,160,936. 1,786,383 1,786,383.
development,
Nuclear Company Power 1167.27 155.78 ,383.83 98 .83 83
construction,
Power operation and million
Company management
of nuclear
power
projects; the
production
electricity and
related
products; the
operation of
foreign trade
(except for the
import and
export
businesses of
goods with
state trading
management);
(except for
those projects
with special
permission)
Subsidiary disposes and acquired in the period
□ Applicable √ Not applicable
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
(i) Macroeconomic situation and industry development trends
2018 is the first year for implementing the spirit of the 19th National Congress of the Communist Party of China,
and is a crucial year for successfully building a moderately prosperous society and implementing the 13 th
Five-Year Plan. Promoting stability and progress is still the general key tone of China's economic work in 2018.
深圳南山热电股份有限公司 2017 年年度报告全文
At the time when the 40th anniversary of China's reform and opening up is coming, Guangdong Province is also
in a crucial period of transforming its mode of development, optimizing its economic structure and transforming
its growth momentum, the tasks of reform and development are heavy and arduous, and the power system reform
will continue to deepen. According to the statistics and analysis of relevant departments, it is estimated that the
whole province's annual total electricity consumption shall reach 621.4 billion KWH, with a year-on-year growth
of 4.4%. The province's maximum load shall reach 120 million kilowatts, an increase of 10.5% over the same
period of last year. The annual total purchased electricity quantity shall amount to 588.7 billion KWH, an increase
of 4.4% on a year-on-year basis. There are 23 new units in the whole province, with a total capacity of about
12,194,000 kilowatts. It is expected that the electricity supply shall meet the demand in the province, and the
overall electricity quantity has surplus. In the situation that more new units have gone into operation, the
utilization time of coal machine in the province shall decline slightly, and the situation of gas turbine power
generation is not optimistic. In addition, with the accelerated progress of market-oriented electricity reform, the
mode of power production and management will shift from planned power generation to market-based power
generation, and the competition in the power market will become even more intense, together with the reduction
of on-grid prices, the production situation of the company’s subordinate power generation enterprises shall be
more severe and face greater challenges, but opportunities shall come at the same time.
In 2017, the company overcame various difficulties and achieved a historic breakthrough in operating profitability.
After making up the deficits and getting surpluses in 2016 by selling the stock rights of subordinate enterprises,
the company has made profits for two consecutive years, and the asset condition of the company has obviously
improved which not only enhanced the confidence of investors in the company, but also greatly stimulated the
enthusiasm of all employees. Therefore, the tasks in 2018 are more arduous, but the company will transform the
pressure into motivation, under the guidance of “1+5” strategy roadmap, around the strategy target of “making up
deficits and get rid of poverty, transformation development as well as deepening reform” as a whole, maximize the
profitability of its main business under the precondition of ensuring safety, proactively and carefully seeking the
transformation development, and further improve the standardization of corporate governance and operation
management so as to achieve the annual the company's sustainable operation and healthy development.
(ii) The company's annual business plan in 2018
In 2018, the company will focus on the following aspects:
1. Strengthen the safety management, the first is to adhere to the principle of “safety first, prevention first and
comprehensive treatment”, fully implement the safety production and management responsibilities of “equal
responsibility for the party and the administration, one post with two responsibilities, and accountability for
dereliction of duty”, further establish and improve the safety management system, and intensify the
implementation and assessment of safety production responsibility system; the second is to build a large safety
pattern with full staff, all aspects and all weather conditions, strive to create an all-around safety conditions
including production, operation and management, and ensure the realization of goals such as annual safety “five
深圳南山热电股份有限公司 2017 年年度报告全文
no” and capital chain safety; the third is to do a good job in environmental protection, strictly control the emission
indicators, and ensure the realization of environmental credit evaluation target.
2. Optimize the standard operation, and improve the level of governance. First is to further improve the corporate
governance structure and modern enterprise management system, adhere to managing enterprises according to law
and standardizing operation, and strictly implement the working principles such as collective decisions on major
issues, lawyers checking on the important contracts, standardizing and making the bidding projects known to the
public; second is to carry out the propaganda and training for relevant laws, regulations and policies by multiple
channels, strengthen the risk awareness and legal awareness of all levels of management and all staff, and further
enhance the level of governance according to the law and the standard operation; third is to further strengthen the
internal management, optimize the business processes, improve the management system, strengthen the internal
control so as to make the company's management more refined, scientific and standardized and effectively prevent
all types of risks.
3. Strengthen the operating management, and strive for the best performance. The first is to take severe measures
to the production, operation and management of main businesses, comply with the market-oriented reform trend
of electricity, carefully study the market structure and competitive strategy, improve the level of electricity
marketing and market transactions, go all out to fight for generating capacity, and maximize the benefits of main
businesses. The second is to explore a better model of fuel supply and management, endeavor to broaden the
supply channels, and strive to maximize the overall interests of natural gas procurement and application in the
company's system. The third is to innovate the capital management mode, and strengthen the overall management
of funds, and take diversified ways to broaden the financing channels, reduce financial costs and control the
capital risks; at the same time, strengthen the budget management and accounting standardization, give full play to
the helping and supporting role of financial analysis and management to the company's business decision-making,
and enhance the company's economic operation level. The fourth is to sort out and reorganize the non-electric
power business segments in the company’s system, increase the strength of support to the business with
development prospects, and strive to enhance the profitability of non-electric power business.
4. Closely follow the progress of Qianhai planning and maximumly protect the company interests. The first is to
track and study the regional planning of Qianhai and the relevant policy trends, deeply analyze the possible
impacts and opportunities brought by the implementation of Qianhai planning, maintain the communication with
related functional departments of Shenzhen and Qianhai Authority, and study and formulate the countermeasures
and work program. The second is to carry out various tasks in accordance with the normalized requirements of
listed companies with the participation and cooperation of legal advisors, and perform the necessary approval
procedures for decision-making and the obligation of information disclosure, and effectively protect the interests
of the company and all shareholders and the legitimate rights and interests of the employees.
5. Seek development opportunities and expand living space. The first is to carefully study the relevant industrial
policies, regulatory policies, and industry trends, sort out and analyze the status of stock assets, explore the
深圳南山热电股份有限公司 2017 年年度报告全文
effective path for industrial transformation and upgrading through the optimization and adjustment of equity and
asset structure and the innovation of business model. The second is to comply with the new normal of economic
development, take advantage of the listed company's platform to actively and prudently seek new project
opportunities and development opportunities, explore the diversified development models and transformation
directions, and seek for the company's sustainable management and healthy development.
6. Regulate information disclosure and strengthen investor relations management. Firstly, further improve the
information disclosure and insider information confidentiality system, strictly enforce the relevant laws,
regulations and regulatory documents of the securities regulatory department, truly, timely, accurately and
completely fulfill the obligation of information disclosure, and do a good job in the confidentiality of inside
information. Secondly, further enhance the investor relations management level, provide more effective safeguard
for the investors' interests and legitimate rights and interests through more diversified forms and more detailed
work, and strive to establish a better image for the listed companies.
7. Improve the incentive mechanism and promote the job performance. The first is to further improve the
remuneration and incentive mechanism, better reflect the positive relationship between the value of the
contribution and the remuneration, and make the limited remuneration play a greater incentive role. The second is
continues to improved and implemented the evaluation and incentive mechanism of “military pledge” and
highlighting the target responsibility, improve the performance management system, and promote the continuous
improvement of overall performance level. The third is to strengthen the cadre team building and the training of
reserve personnel echelon, and further promote the overall quality and management level of cadres by
strengthening the training and assessment so as to make necessary personnel reserves for the company's future
development.
8. Establish healthy atmosphere and encourage innovation and progress. Firstly, vigorously promote the cultural
concept of “passionate work and enjoyable life”, give full play to the role of party organizations and labor unions
at all levels, strive to create a good work environment which is pragmatic, harmonious, and win-win, and create
the correspondently core values and positive corporate culture. Secondly, encourage the innovative spirit, create
better development opportunities for employees who are bold in making innovations and strive for progress,
protect the employees' enthusiasm and creativity, endeavor to rejuvenate the company, and make continuous
efforts to realize the strategic goal of “turning losses into gains, transformation development, and deepening
reform”.
9. Putting more efforts on party construction, playing the core roles. The party general branch will focus on the
company’s business objectives of “laying stress on benefits, increasing gas sources, and promoting
transformation”: firstly, incorporate the party building contents into the company's articles of association
according to relevant documents; secondly, continue to study the spirit of the party's 19th national congress, take
the socialist ideology with Chinese characteristics in the new era of Xi Jinping as the guidance and take the
深圳南山热电股份有限公司 2017 年年度报告全文
implementation of responsibility system for party building work as the measures so as to give play to the political
core role of the party organization; thirdly, complete the general party branch’s change of the term in office in
accordance with the unified arrangements of the superior party committees; fourthly, insist on the “three sessions
and one lesson” system, and continue to promote the normalization and institutionalization of “two studies and
one action” learning and education.
The business plans and related situation analysis in this report do not represent the company’s performance
commitments to investors, the company reminds the investors to keep adequate risk awareness and understand the
difference between business plans and performance commitments and make prudent investment decisions.
(iii) Possible main risks
1. Main business: According to the judgment on the supply and demand situation of Guangdong Province and
Shenzhen electric power market in 2018, the total power capacity is surplus, therefore, the main business of the
company’s three subordinate power plants will face tremendous pressure. On the one hand, limited by the annual
base power generation in Guangdong Province, there is limited space for more power generation; on the other
hand, with the deepening of the electricity market reform, the electricity market trading is highly competitive,
although it has brought a certain opportunities to the gas turbine power generation enterprises, it also brought
greater challenges. The company will give play to Gas Turbine Special Committee of Guangdong Province, strive
to seek supports from all levels of government and power grid companies, at the same time, the company shall
urge the subordinate power plants to improve the reliability of units, actively participate in market competition,
and strive for more power generation capacity.
2. Safety production: The power generation equipments of the company's subordinate power plants have the
various degrees of aging, potential malfunction and safety risks increase year by year, which make higher
requirements on the equipment management and maintenance investment; furthermore, the age structure of the
company’s employees becomes increasingly problematic, and bring greater challenges to the company's security
management. The company will strengthen the equipment inspection and maintenance work, enhance the
employees' safety education and training, intensify the safety production responsibility system, and strictly
implement the safety management system and other measures while combining with the assessments, rewards and
punishment so as to raise the awareness of safety and responsibilities among staff at all levels, ensure the normal
operational states of equipment, and guarantee a safety production.
3. Continuing operation: Although the company achieved operating profitability in 2017, no fundamental
improvement in the company's main business and operating conditions has taken place; the company’s continued
operation still faces great challenges. The company will strive to improve the profitability of its main business by
strengthening the operation and management of its stock assets. At the same time, the company will actively
explore diversified business models and create conditions for the continued operation and healthy development of
the company.
深圳南山热电股份有限公司 2017 年年度报告全文
The company reminds investors to pay attention to the above-mentioned major risks and other risks that the
company may face and make prudent and rational investment decisions.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
√Applicable □ Not applicable
Time Way Type Basic situation index of investigation
Operation of the Company, progress of land
2017-04-21 Field research Individual (8) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
reserves, transfer of the #7#9 units, the Company
2017-08-09 Written inquiries Media reply the letter under the premise of not violating
principle of information disclosure and system of
major information secrecy
Operation of the Company, progress of land
2017-08-28 Field research Individual (4) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
2017-11-02 Field research Individual (2) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
2017-11-03 Field research Individual (2) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
2017-11-06 Field research Individual (2) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
2017-11-17 Field research Individual (11) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
2017-11-27 Field research Individual (2) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
2017-12-03 Field research Individual (2) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Jan.-Dce.2017 Telephone communication Individual (over 10 Operation of the Company, progress of land
深圳南山热电股份有限公司 2017 年年度报告全文
times) reserves from Nan Shan Power Plant, plans of the
future developments etc. no material required
Operation of the Company, progress of land
Reply on interaction
Jan.-Dce.2017 Individual (36) reserves from Nan Shan Power Plant, plans of the
easily
future developments etc. and reply in written
Reception (times) 45 (without telephone and written communication)
Number of hospitality
Number of individual reception
Number of other reception
Disclosed, released or let out major undisclosed
No
information
深圳南山热电股份有限公司 2017 年年度报告全文
Section V. Important Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
□ Applicable √ Not applicable
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years
(including the reporting period)
1. In 2015, audited by Ruihua Certified Public Accounts (LLP), the net profit attributable to shareholders of listed Company for year
of 2015 amounting as RMB -634,623,667.06. The Company has no plans of surplus accumulation fund accrual, no profit distribution
plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 6th meeting of the 7th session
board of directors (No.: 2016-009) published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao information website on 1 April 2016.)
2. In 2016, audited by Ruihua Certified Public Accounts (LLP), the net profit attributable to shareholders of listed Company for year
of 2016 amounting as RMB 1,306,694,835.46. The Company has no plans of surplus accumulation fund accrual, no profit
distribution plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 10th meeting of the
7th session board of directors (No.: 2017-007) published by the Company on China Securities, Securities Times, Hong Kong
Commercial Daily and Juchao information website on 28 March 2016.)
3. In 2017, audited by Ruihua Certified Public Accounts (LLP), the net profit attributable to shareholders of listed Company for year
of 2017 amounting as RMB 15,904,182.47. The Company has no plans of surplus accumulation fund accrual, no profit distribution
plan and capitalizing of common reserves either. (For details, please refer to the announcement of the 2nd meeting of the 8th session
board of directors (No.: 2018-003) published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao information website on 13 March 2018.)
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Net profit Ratio in net profit
attributable to attributable to
common stock common stock
Year for bonus Amount for cash shareholders of shareholders of Amount for cash Proportion for cash
shares bonus (tax included) listed Company in listed Company bonus by other ways bonus by other ways
consolidation contained in
statement for bonus consolidation
year statement
2017 0.00 15,904,182.47 0.00% 0.00 0.00%
2016 0.00 1,306,694,835.46 0.00% 0.00 0.00%
2015 0.00 -634,623,667.06 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent Company is
positive but no plan of cash dividend proposed of common stock
√Applicable □ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
The reason that why the revenues and profits distributed for
common stock holder from the parent company are positive
The usage and using plan of undistributed profit
during reporting period, but the cash bonus distribution plan of
common stock is not proposed
According to the Article 197 of the Rules of the Company
concerning the profit distribution policy:
(I)The company shall carry out sustainable and stable profit
distribution policy, comprehensively taking reasonable return on
investment of the investors and the long-term development of the
company into consideration. The profit distribution of the
Company shall not exceed the cumulative profits available for
distribution, shall not damage the on-going business capability,
and shall adhere to principle of distribution in doctrine of legal
sequence and shall not be distributed if deficit not yet made up.
(II) . …
(III) The condition of cash bonus
1. The annual and semi-annual distributive profits are positive
and the cash flow is abundant, and the cash bonus shall not affect
the on-going business and operation of the Company.
2. …
In line with the Rules of the Company, combined with analysis to
the operation situation of company itself, the Company was We still have huge pressure in operation thought the Company
absence of the conditions for profit distribution for the year of achieved earnings in 2017. Therefore, the retained profit
2017, the reasons as below: 660,176,169.69 Yuan will supplying the current funds and using
Although the company went all out to strive for power for routine operation in order to achieved the business target
generation and reduce fuel costs, utilized the stock right transfer
income of 2016 to repay bank loans in advance so as to
significantly reduce capital costs, and achieved its operating
profit in 2017, the company’s main business direction and
business situation had no fundamental changes, the company still
faces difficulties such as high power generation costs, declining
electricity prices and fierce competition in power trading and
needs to deal with the huge challenges of going concern. In 2018,
the company will continue to be guided by the overall goal of
“turning losses into gains, transformation and development, and
deepening reforms”, further improve the standard of governance
and work performance, strive for more power generation and gas
price reductions, aim for achieving annual business goals, and
keep trying to completely get rid of operational difficulties.
The Company is still faced with great operation pressure and the
cash flow is not abundant, so the company is unable to meet the
requirements on the profit distribution condition made in the
深圳南山热电股份有限公司 2017 年年度报告全文
company rules. Therefore, the Company shall not distribute
profits in 2017.
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 year.
深圳南山热电股份有限公司 2017 年年度报告全文
III. Implementation of commitment
1. 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
Commitm Commitment Implemen
Commitments Promise commitme Content of commitments
ent date term tation
nts
Commitments for
Share Merger Reform
Commitments in
report of
acquisition or equity
change
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Related Information of
Reorganization
The company and all the directors, supervisors and senior managers of our company promise to assure
The the truthfulness, accuracy and completeness of the related information of the reorganization as well as
Company the application documents. We make the following commitment that there is no false statement, Until the
Commitments made in and whole Other misleading representation or material omission, and jointly and separately accept responsibilities. We completion of In normal
2016-10-3
the reorganization of directors, commitme promise that all the signatures as well as seals are true and effective, and the copies are in agreement with this major performa
assets supervisors nts the originals. We promise that all the information provided by our company and all the directors, asset nce
and senior supervisors and senior managers of our company are true, correct and complete original written restructuring
executives information or copied information, and the copied information or the copies are in complete agreement
with the originals. The signatures and seals of all the documents are true without any false record,
misleading statement or major omissions. If the information is investigated by the judicial authority or
China's Securities Regulatory Commission because of any false record, misleading statement or major
深圳南山热电股份有限公司 2017 年年度报告全文
omissions in any of our information in this deal, all the shareholders of the boarders, supervisors and
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 of In normal
true, accurate and complete, without any false statement, misleading representation or material omission, 2016-10-3
directors, this major performa
the copied information or the copies are in complete agreement with the originals and the signatures and 1
supervisors asset nce
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 Until the
any illegal capital take-up or external guarantee or anything like that. 2. Since June 25, 2015 when the
and whole Other completion of In normal
company received \"the Supervision Letter on Shenzhen Nanshan Power Co., Ltd\" [2015] No. 69 issued 2016-10-3
directors, commitme this major performa
by the company's management department of Shenzhen Stock Exchange, which was about not disclosing 1
supervisors nts asset nce
the revision of performance forecast, the company and all the directors, supervisors and senior managers
and senior restructuring
of our company have neither experienced any administrative penalty or criminal penalty, nor punished or
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
深圳南山热电股份有限公司 2017 年年度报告全文
other authorities. If there is anything wrong in the statement above, the Company and the Boarder of
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 Other completion of In normal
and the relevant intermediary that: 1. The Company and I personally haven’t experienced any 2016-10-3
directors, commitme this major performa
administrative penalty related to Stock Exchange or criminal penalty, and were never involved in any 1
supervisors nts asset nce
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 Other completion of In normal
and I personally haven’t been investigated or registered due to insider dealing in the major asset 2016-10-3
directors, commitme this major performa
restructuring of this transaction; 2. The Company and I personally haven’t been investigated or 1
supervisors nts asset nce
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.
Oufuyuan The Commitment Letter of Not Existing Related Relation
Technology As the counterparty of this transaction, Oufuyuan Technology of Shenzhen(referred to as the “company”
and whole in this paragraph) makes the following commitment: The company and all the directors, supervisors , Until the
directors, Other senior managers of our company, the actual controller of The Company have no incidence relation with completion of In normal
2016-10-3
supervisors, commitme the directors, supervisors , senior managers of Shenzhen Nanshan Power Co., Ltd. or any shareholder this major performa
senior nts holding more than 5% of the shares of Shenzhen Nanshan Power Co., Ltd.(including Shenzhen Energy asset nce
executives Co., Ltd., HONG KONG NAM HOI (INTERNATIONAL) LTD, Shenzhen Guangju Industrial Co., Ltd) restructuring
and actual as well as Shenzhong Property Company or Shenzhong Development Company, so there is no connected
controller transaction. If the above statement is not true, The Company and I personally will take the related
深圳南山热电股份有限公司 2017 年年度报告全文
responsibilities.
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 Other completion of In normal
commitment: The company and all the directors, supervisors , senior managers of The Company have 2016-10-3
directors, commitme this major performa
no incidence relation with the counterparty of this transaction, Oufuyuan Technology of Shenzhen, so 1
supervisors nts asset nce
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
Properties The Commitment Letter of Not Existing Connected Relation Until the
Company, Other As the target company in this reorganization, we make the following commitment: the Company have no completion of In normal
2016-10-3
Shenzhong commitme incidence relation with the counterparty of this transaction, Oufuyuan Technology of Shenzhen, so there this major performa
Real Estate nts is no connected transaction. If the above statement is not true, The Company and I personally will take asset nce
Developmen the related responsibilities. restructuring
t Company
Shen
Shenzhen
Energy The Commitment Letter of Not Existing Connected Relation Until the
Group Co., Other As the shareholder of Shen Nan Dian, with over 5% shares held, we makes the following commitment: completion of In normal
2016-10-3
Ltd. Co., commitme the Company have no incidence relation with the counterparty of this transaction, Oufuyuan Technology this major performa
Ltd., NAM nts of Shenzhen, so there is no connected transaction. If the above statement is not true, The Company and I asset nce
HOI, personally will take the related responsibilities. restructuring
Guangju
Industrial
The Commitment Letter of the Legitimateness of the Sources of Funds Until the
Other As the counterparty of this transaction, Oufuyuan Technology of Shenzhen (referred to as the “company” completion of In normal
Oufuyuan 2016-10-3
commitme in this paragraph) makes the following commitment: The company's transferee of the equity interest paid this major performa
Technology
nts and the repayment of interest and the interest and other related debt funds are all from the company's asset nce
own funds or raised legally. All the sources of funds are legal, and have effective and full right of restructuring
深圳南山热电股份有限公司 2017 年年度报告全文
disposal, which is in agreement with the rules of China Securities Regulatory Commission or any
other related laws or rules.
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 Other commitment: 1. The Company and I personally haven’t been investigated or registered due to insider completion of In normal
2016-10-3
directors, commitme dealing in the major asset restructuring; 2. The Company and I personally haven’t been investigated or this major performa
supervisors nts registered due to insider dealing in any major asset restructuring by asset nce
and senior China Securities Regulatory Commission or any other authorities in the last thirty-six months. If restructuring
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 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, Other completion of In normal
the target company proposed to be sold in this recombination were punished or investigated for illegal 2016-10-3
supervisors commitme this major performa
actions like undisclosed idle land, real estate speculation, insisting on a conservative way in selling a real 1
and senior nts asset nce
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
Until the
underlying assets and there is no situation of dispute, judicial security measures or enforcement
Other completion of In normal
The measures, such as restrictions, block or prohibition of the transfer. 2. The company makes the following 2016-10-3
commitme this major performa
Company commitment: If the underlying assets cannot be transferred or processed for necessary changes because 1
nts asset nce
the company has no right to dispose of assets, or other rights are limited due to the underlying assets of
restructuring
the underlying asset ownership cannot be transferred or shall go through the modification formalities, the
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
深圳南山热电股份有限公司 2017 年年度报告全文
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.
The Commitment Letter of the Truthfulness, Accuracy and Completeness of the Information Provided
The company 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
Until the
representation or material omission,; 2. We promise that all the information provided by The Company
Shenzhong Other completion of In normal
are true, correct and complete original written information or copied information, and the copied 2016-10-3
Properties commitme this major performa
information or the copies are in complete agreement with the originals. The signatures and seals of all the 1
Company nts asset nce
documents are true without any false record, misleading statement or major omissions. 3. The
restructuring
illustrations The Company provides 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
The company promises: 1. The Company has never done anything that is greatly illegal or irregular, and
has never received any administrative punishment or criminal punishment. 2. The Company has never Until the
Shenzhong Other been punished as a result of violating the National Industrial Policy or the laws or rules related to completion of In normal
2016-10-3
Properties commitme environment protection, land administration, or anti-monopoly. 3. The Company has neither been this major performa
Company nts investigated by competent administrative authorities like China Securities Regulatory Commission asset nce
because of illegal actions nor investigated by judicial authorities.4.The Company has no unfinished or restructuring
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 Other following commitment: 1. I have never done anything that is greatly illegal or irregular, and have never
completion of In normal
and senior commitme received any administrative punishment or criminal punishment or arbitration related to finance. 2. I have 2016-10-3 this major performa
executives nts never been investigated or registered because of inter-transaction of restructuring major assets and have 1
asset nce
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
The company 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
Until the
Shenzhong representation or material omission,; 2. We promise that all the information provided by The Company
Other completion of In normal
Real Estate are true, correct and complete original written information or copied information, and the copied 2016-10-3
commitme this major performa
Developmen information or the copies are in complete agreement with the originals. The signatures and seals of all the 1
nts asset nce
t Company documents are true without any false record, misleading statement or major omissions. 3. The
restructuring
illustrations The Company provides 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
The company makes the following commitment: 1. The Company has never done anything that is
greatly illegal or irregular, and has never received any administrative punishment or criminal
Until the
Shenzhong punishment. 2. The Company has never been punished as a result of violating the National Industrial
Other completion of In normal
Real Estate Policy or the laws or rules related to environment protection, land administration, or anti-monopoly. 3. 2016-10-3
commitme this major performa
Developmen The Company has neither been investigated by competent administrative authorities like 1
nts asset nce
t Company China Securities Regulatory Commission because of illegal actions nor investigated by judicial
restructuring
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
Other completion of In normal
and senior received any administrative punishment or criminal punishment or arbitration related to finance. 2. I have 2016-10-3
commitme this major performa
executives never been investigated or registered because of inter-transaction of restructuring major assets and have 1
nts asset nce
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
Real Estate 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 年年度报告全文
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
Oufuyuan
Transfer Agreement\" and its supporting transaction documents (Including the obligations agreed upon in Until the
Technology,
Other Article 4,5 and the second part of Article 6 in paragraph 2 of the\" Equity Transfer Agreement \"), and completion of In normal
Shenzhong 2016-12-1
commitme the term of the mortgage continues until the date of the cancellation of the mortgage. 2. I hope Shenzhen this major performa
Real Estate
nts Nanshan Power Co., Ltd. and Xingzhong Group can complete the provisions of Article 4 and 5 of the asset nce
Developmen
\"Equity Transfer Agreement\" in the company that is about the replacement guarantee of the joint restructuring
t Company
responsibility that Shenzhen Nanshan Power Co., Ltd provides to Zhongshan Branch of Huaxia Bank
Limited on behalf of \"Shuimunianhua Garden Project\" of Shenzhong Property Company and can
provide RMB 420156083.84 of interest payable in paragraph 2 (Part 2) of Article 6 of the Equity
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.
Commitments make in
initial public offering
or re-financing
Equity incentive
commitment
Other commitments
for medium and small
shareholders
深圳南山热电股份有限公司 2017 年年度报告全文
Implemented or not
Yes
(Y/N)
深圳南山热电股份有限公司 2017 年年度报告全文
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable √ Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year
√Applicable □Not applicable
On April 28, 2017, the Ministry of Finance promulgated the “Accounting Standards for Business Enterprises No. 42 - Non-current
Assets for Sale, Disposal Groups, and Termination of Business Operations”, which has been implemented in all enterprise that
execute the accounting standards since May 28, 2017. On May 10, 2017, the Ministry of Finance revised the “Accounting Standards
for Business Enterprises No. 16 - Government Grants”, which has been implemented in all enterprise that execute the accounting
standards since June 12, 2017. According to the requirements of the Ministry of Finance, the company made corresponding
amendments to its major accounting policies. The change of major accounting policies used in the current financial report was
examined and approved by the 19th Extraordinary Meeting of the Seventh Board of Directors and the 12th Extraordinary Meeting of
the Seventh Supervisory Committee of the company on August 3, 2017.
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
□ Applicable √ Not applicable
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants Co., Ltd. (LLP)
深圳南山热电股份有限公司 2017 年年度报告全文
Remuneration for domestic accounting firm (in 10
thousand Yuan)
Continuous life of auditing service for domestic
accounting firm
Name of domestic CPA Zhang Liping, Han Songliang
Length of continuous audit service by mainland
accounting firms
Re-appointed accounting firms in this period
□ Yes √ No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □ Not applicable
Ruihua Certified Public Accountants Co., Ltd. (LLP) was appointed as the internal control auditing authority of the Company for
year of 2017 with expenses of RMB 0.2 million for one year
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period.
深圳南山热电股份有限公司 2017 年年度报告全文
XII. Significant lawsuits and arbitrations of the Company
√Applicable □ Not applicable
Amount
of money The results and effects
Predicted Advances in litigation Execution of the
The basic situation of litigation (Arbitration) involved of litigation Disclosure date Disclosure index
liabilities (Arbitration) litigation (Arbitration)
(RMB’00 (Arbitration)
00)
深圳南山热电股份有限公司 2017 年年度报告全文
As Sinopec CNOOC shipping fuel supply Co., At the end of December 2016, The amount received On 24 January 2017, 1 March 2016; 25 The details can
Ltd. (hereinafter referred to as Sinopec China Server Company received the by Server Company Server Company August 2016; 10 be seen in
Shipping Company) owed RMB 51,128,173.60 \"Civil Judgment\" [(2016) will increase RMB received a total of September 2016; 31 Announcement
in the purchase of the company and delayed Yue01MZ No. 15716] from the 3,340,300 to the RMB 55,696,080.66 December 2016; 26 on the litigation
repayment, on 24 February 2016 Server Intermediate People's Court of company's net profit (including payment for January 2017 matters of
Company filed the Whampoa District Guangzhou, Guangdong, attributable to goods owed Shenzhen energy
People's Court of Guangzhou a civil dismissed the appeal and shareholders of Listed RMB51,128,173.60, resources Co.,
complaint and other related documents. On 16 affirmed the original judgment. Companies in 2016, overdue interest RMB Ltd. And On the
May Whampoa Guangzhou District On 24 January 2017, Server and will increase 4,259,767.06, progress of the
People's court heard the case. On 23 August, Company received a total of RMB 86,800 to the acceptance fee of the proceedings of
Server Company received the \"Civil Judgment\" RMB 55,696,080.66 (including company's net profit first instance of case the Shenzhen
[(2016) Yue0112MC No.858] from the payment for goods owed attributable to RMB 303,140.00 and energy resources
Whampoa District People's Court of RMB51,128,173.60, overdue shareholders of Listed property preservation Co., Ltd. on
Guangzhou, and judged that Sinopec China interest RMB 4,259,767.06, Companies in 2017. fee RMB China
Shipping Company should pay Server Company acceptance fee of the first 5,000.00 )from Securities ,
5,112.82 No
RMB 51,128,173.60 and the loss of interest instance of case RMB Sinopec China Securities Times
on overdue payment within ten days since the 303,140.00 and property Shipping Company and Hong Kong
judgment took effect, and bear the case preservation fee RMB in accordance with the Commercial
acceptance fee and property preservation fee. At 5,000.00 )from Sinopec China final judgment of Daily and the
the beginning of September 2016, Sinopec Shipping Company in Guangzhou Juchao
China Shipping Company refused to accept accordance with the final intermediate people's Information
the \"Civil Judgment\" [(2016)Yue0112MC judgment of Guangzhou Court of Guangdong. website. Notice
No.858] from the Whampoa District People's intermediate people's Court of Thus, the proceedings number ：
Court of Guangzhou as final, so they submitted Guangdong. Thus, the of the case of Server 2016-007,
a civil complaint to the Whampoa District proceedings of the case of Server Company came to an 2016-061,
People's Court of Guangzhou, and appealed to Company came to an end. end. 2016-073,
the Intermediate People's Court of Guangzhou, 2016-118,
Guangdong. At the end of December 2016, Xifu 2017-003.
Company received the \"Civil Judgment\"
[(2016) Yue 01Min Zhong No.: 15716] from the
深圳南山热电股份有限公司 2017 年年度报告全文
Intermediate People's Court of Guangzhou,
Guangdong, dismissed the appeal and affirmed
the original judgment. On 24 January, 2017,
Server Company received a total of RMB
55,696,080.66 from Sinopec China Shipping
Company in accordance with the final
judgment of Guangzhou Intermediate People's
Court of Guangdong. Thus, the proceedings of
the case of Server Company came to an end.
深圳南山热电股份有限公司 2017 年年度报告全文
XIII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
XIV. Integrity of the Company and its controlling shareholders and actual controllers
□ Applicable √ Not applicable
XV. 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.
XVI. Major related transaction
1. Related transaction with routine operation concerned
□ Applicable √ Not applicable
The Company had no related transaction with routine operation concerned in the reporting period.
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period.
3. Main related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period.
4. Contact of related credit and debt
Claim receivable from related party
Whether Current
Balance at Current Current
has newly Ending
period-begi recovery interest
Related Relationshi non-busines added balance (10
Causes n (10 (10 Interest rate (10
party p s capital (10 thousand
thousand thousand thousand
occupying thousand Yuan)
Yuan) Yuan) Yuan)
or not Yuan)
Shen Nan Routine
Subsidiary N 54,758.38 10,131.43 6,859.67 5.37% 2,763.24 60,793.38
Dian current
深圳南山热电股份有限公司 2017 年年度报告全文
Zhongshan account
Company
Shen Nan
Routine
Dian
Subsidiary current N 17,653.76 10,281.10 293.22 5.37% 1,167.83 28,809.47
Dongguan
account
Company
Shenzhong
Real Estate Routine
Developme Subsidiary current N 1,604.44 1,272.52 1,610.20 7.00% 8.63 1,275.39
nt account
Company
Shen Nan
Routine
Dian
Subsidiary current N 0.00 134.96 134.96
Engineerin
account
g Company
Routine
Syndisome
Subsidiary current N 145.69 2.02 147.71
Company
account
Influence on business
performance and
financial status of the Current assets RMB 169.9864 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
New Power
Subsidiary current 10,694.79 63,068.95 67,383.40 6,380.34
Company
account
Routine
Server
Subsidiary current 2,000.00 7,000.00 2,215.16 3.915% 215.16 7,000.00
Company
account
Routine
Syndisome
Subsidiary current 384.27 8.57 31.07 361.77
Company
account
Influence on business
performance and financial
Current liability RMB 6.6305 million increased in the Period
status of the Company from
related debts
深圳南山热电股份有限公司 2017 年年度报告全文
5. Other related transactions
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\", which allows the company and its subsidiaries to sign a 2017 annual motor vehicle insurance agreement
with Yongcheng property insurance Limited by Share Ltd (hereinafter referred to as \"Yongcheng insurance\") 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 and Articles of association, the transaction between the
company and Yongcheng Insurance constitutes a related party transaction.
Temporary notice Disclosure date Disclosure Website
Found more in the Notice of Related Transaction with Alltrust
Notice of Related Transaction Property Insurance Company Ltd.( Notice No.: 2017-006 )
with Alltrust Property 2017 -2 -25 released on China Securities Journal, Securities Times, Hong
Insurance Company Ltd. Kong Commercial Daily and Juchao Website Notice No.:
2017-006
The Company has no other major related transaction in the Period
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
√Applicable □ Not applicable
Explanation on trust
On 21 August 2017, we revised the ‘Assets (Generator Sets) Custody Operation Contract of Shenzhen New Power Industrial Co.,
Ltd.” which has signed with the New Power Company in December 2003. the new version will come into effect since 1 July 2017.
During the reporting period, the Company received an assets custody services of 17.4409 million Yuan
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable √ Not applicable
No leasing for the Company in reporting period.
深圳南山热电股份有限公司 2017 年年度报告全文
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
Announce Actual
Name of the Company Guarantee happening (Date Guarantee Guarantee Implemen
ment guarantee related
guaranteed of signing type term
disclosure limit limit ted (Y/N)
agreement) party
date
(Y/N)
Total actual occurred
Total approving external guarantee
0 external guarantee in report
in report period (A1)
period (A2)
Total actual balance of
Total approved external guarantee
0 external guarantee at the
at the end of report period ( A3)
end of report period (A4)
Guarantee of the Company for the subsidiaries
Guarante
Related
Actual date of e for
Announce Actual
Name of the Company Guarantee happening (Date Guarantee Guarantee Implemen
ment guarantee related
guaranteed limit of signing type term
disclosure limit ted (Y/N)
agreement) party
date
(Y/N)
Shen Nan Dian General
2016-04-01 20,000 2016-05-11 3,240 Two years N Y
Zhongshan Company assurance
Shen Nan Dian General
2017-03-28 10,000 2017-10-13 4,988 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2017-03-28 4,400 2017-05-27 2,594 Five years N Y
Zhongshan Company assurance
Shen Nan Dian 2017-03-28 5,000 2017-08-17 3,150 General One year N Y
深圳南山热电股份有限公司 2017 年年度报告全文
Zhongshan Company assurance
Shen Nan Dian General
2017-03-28 10,000 2017-08-03 6,055 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2017-03-28 10,000 2017-04-11 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2017-03-28 13,500 2017-12-13 4,567 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2017-03-28 10,000 2017-08-28 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2017-03-28 10,000 2017-07-27 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2017-03-28 5,000 2017-03-03 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2017-03-28 5,000 2017-04-25 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2017-03-28 5,000 2017-07-14 5,000 One year N Y
Dongguan Company assurance
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 107,900 54,594
subsidiaries in report period
period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 107,900 54,594
the end of reporting period
end of reporting period (B3)
(B4)
Guarantee of the subsidiary for the subsidiaries
Related Guarante
Actual date of
Announce Actual
Name of the Company Guarantee happening (Date Guarantee Guarantee Implemen e for
ment guarantee
guaranteed limit of signing type term
disclosure limit ted (Y/N) related
agreement)
date
party
深圳南山热电股份有限公司 2017 年年度报告全文
(Y/N)
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 0
subsidiaries in report period
period (C1)
(C2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 0
the end of reporting period
end of reporting period (C3)
(C4)
Total amount of guarantee of the Company (total of three abovementioned guarantee)
Total amount of approving Total amount of actual
guarantee in report period 107,900 occurred guarantee in report 54,594
(A1+B1+C1) period (A2+B2+C2)
Total amount of approved Total balance of actual
guarantee at the end of report 107,900 guarantee at the end of 54,594
period (A3+B3+C3) report period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net
27.87%
assets of the Company (that is A4+ B4+C4)
Including:
Amount of guarantee for shareholders, actual controller and its
related parties (D)
The debts guarantee amount provided for the guaranteed parties
54,594
whose assets-liability ratio exceed 70% directly or indirectly (E)
Proportion of total amount of guarantee in net assets of the
Company exceed 50% (F)
Total amount of the aforesaid three guarantees (D+E+F) 54,594
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures
N/A
(if applicable)
Explanation on guarantee with composite way
(2) Guarantee outside against the regulation
□ Applicable √ Not applicable
No guarantee outside against the regulation in Period.
深圳南山热电股份有限公司 2017 年年度报告全文
3. Entrust others to cash asset management
(1) Trust financing
□ Applicable √ Not applicable
The company had no trust financing in the reporting period.
(2) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
深圳南山热电股份有限公司 2017 年年度报告全文
4. Other material contracts
√Applicable □ Not applicable
The
The book
The assessed
value of the Name of Whethe
name of The date value of the The base
The name assets the r Incide The
the of assets date Bargain
of the Contract involved in evaluatio Pricing connect nce performance The date of
contract signature involved in evaluati price(RM The index of disclosure
contracted object the n principles ed relatio by the end of disclosure
ing of the the on (if B’0000)
company contract(RM organizati transact n the term
compan contract contract(R any)
B’0000)(if on(if any) ion
y MB’0000)(i
any)
f any)
Guangdong
Trade
Branch of
CNOOC Notice No.: 2012-054 and
15 Jan.
Gas and 2017-054. The “Notice of
2013 and
Power Composed of Purchasing Natural Gas” and
22 Aug. The relevant
The Group, natural gas Not “Proposal of Gas Sales
Liquefied 2017 contract is 2012-12-15;
Compa Guangdong prices, the cost No applic Contract Renewal” released on
natural gas (suppleme now in 2017-08-22
ny /Zhuhai of integrated able China Securities Journal,
ntary operation
Sales services and tax Securities Times, Hong Kong
agreement
Branch of Commercial Daily and Juchao
)
CNOOC Website
Gas and
Power
Group
深圳南山热电股份有限公司 2017 年年度报告全文
Shen Notice of Major Contract
Nansha CNOOC Composed of (Notice No.: 2013-044)
The relevant
n Refco natural gas Not released on China Securities
Liquefied 2013-12-2 contract is
Donggu Group Ltd prices, the cost No applic 2013-11-30 Journal, Securities Times,
natural gas 1 now in
an Guangdong of integrated able Hong Kong Commercial Daily
operation
Compa Branch services and tax and Juchao Website
ny
Notice of Major Contract
ShenNa (Notice No.: 2014-030)
CNOOC Composed of
nshan The relevant released on China Securities
Refco natural gas Not
Zhongs Liquefied 2014-05-3 contract is Journal, Securities Times,
Group Ltd prices, the cost No applic 2014-04-25
han natural gas 1 now in Hong Kong Commercial Daily
Zhuhai of integrated able
Compa operation and Juchao Website
Branch services and tax
ny
The underlying On April 14,
Relevant notice with material
75% of asset pricing of 2017, in
assets reorganization found
stake of the transaction is accordance
more in the follow notices:
Shenzhong based on an with the
2016-049; 2016-063;
Property independent Equity
2016-068; 2016-074;
Company assessment of Transfer
The Oufuyuan Pengxin 2016-077; 2016-078;
held by the 2016-11-2 2016-06 Pengxin, an Agreement,
compan Technology -89,801.88 4,464 Evaluatio No No 2017-05-18 2016-079; 2016-084;
company 3 -30 evaluation Oufuyuan
y Co., Ltd. n 2016-102; 2016-103;
and 75% of institution with Technology
2016-104; 2016-107;
the stake of securities paid the
2016-113; 2016-114;
Shenzhong business remaining
2016-116; 2017-024;
Developmen qualifications, payables of
2017-032; 2017-033;
t Company and the RMB
2017-034
transaction price 420,156,083.
深圳南山热电股份有限公司 2017 年年度报告全文
is based on the 84 (including
final result of the amount of
the listing and RMB
auction of the 331,066,153.
Shenzhen Stock 79 that
Exchange. should be
paid to the
company and
holding
subsidiaries
and the
amount of
RMB
89,089,930.0
5 that should
be paid to
Xingzhong
Group) and
the newly
increased
interest after
June 30,
2016. Up to
May 18,
2017, the
industrial and
commercial
registration
of changes
about the
深圳南山热电股份有限公司 2017 年年度报告全文
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
深圳南山热电股份有限公司 2017 年年度报告全文
\"Equity
Transfer
Agreement\"
and relevant
laws,
regulations
and
regulatory
documents.
This contract
has been
completed.
深圳南山热电股份有限公司 2017 年年度报告全文
XVIII. Explanation on other significant events
1. Fulfill the social responsibility
In 2017, the company attached great importance to and fulfilled its social responsibilities, made sincere efforts in governance in
accordance with the law, standardized operation, safety production, environmental protection, and employee care, committed to the
pursuit of healthy and harmonious development between enterprises and employees, enterprises and society, enterprises and the
environment.
1. Governance by law: in compliance with the relevant laws and regulations, governance norms of listed Company as well as the
Company’s Articles of Association, the Company established a sound modern enterprise management system and corporate
governance mechanism, strove to achieve the well-defined power and responsibility, the performing of its own functions, effective
checks and balances, and the coordinated operation among the general meeting of shareholders, board of supervisors, board of
supervision and manager office, we earnestly fulfill the obligation of information disclosure, carried out IRM in accordance with the
law and regulations, respected for the fair and lawful rights of shareholders and the legal interests of stakeholders, and maintained the
image of a listed Company.
2. Standardized operation: the Company continues to rearranged and improved various rules and regulations, revised and optimized
relevant business process, continued to strengthen the overall budget management, risk management and internal control, intensified
internal audit and special audit and took timely and effective measures for problems identified to enhance the Company's
decision-making efficiency and standardized management.
3. Security Management: we seriously in line with the Law on Safety in Production and relevant laws and regulations, and the rules
of “same responsibility of the Party & Government, double duties, concerted efforts and negligence of duty”;established and
perfected comprehensive safety management organization network and safety management system, constantly revised, improved, and
earnestly implemented safety practices and emergency plans, strengthened comprehensive security management concepts and safety
awareness at all levels, increased safety education, supervision and reward to effectively prevent the occurrence of major accidents.
4. Environment protection: the Company has stringently complied with the national and local environment laws and regulations and
consistently adhered to the policy of eco-friendly power generation and cyclic economic development. Our works relating to
environment protection were effectively implemented with satisfaction of all the emission standards. It completed the task set for
reduction of pollutant discharge, therefore, no environment pollution accident occurred. Besides, there was no effective complaint
regarding environment pollution and no administrative punishment in connection with the same. The Company was rated as the “blue
rate” at the annual environment credit rating. All the working targets for environment issues have been achieved for the year.
5. Care for employees: The company strictly abides by the laws and regulations such as Labor Law and Labor Contract Law, and
constantly improves the human resources management system, protects the employees’ legal rights and interests according to law,
eliminates the occurrence of labor disputes; actively promotes the culture concept of “working with passion and living with fun”,
strives to create a harmonious and aggressive working atmosphere. The company has carried out a series of heart-winning projects to
care for employees, which not only improved the employees’ sense of well-being and satisfaction, but also increased the company’s
cohesiveness. When strengthening the on-the-job training, management and assessment, the company also gives play to the positive
role of labor union and staff congress, strengthens the communication with employees, ensures the employees’ right to know about
major operational management plans, actively solves the problems refer concerning the vital interests of employees, organizes
beneficial cultural and sports activities, cares for employees’ physical and mental health, and actively builds a harmonious labor
relations.
深圳南山热电股份有限公司 2017 年年度报告全文
2. Fulfill the precise social responsibility for poverty alleviation
Nil
3. Environmental protection
(1) 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
Oxynitride 2 224 ton 280 ton 0
Power Co., from boiler Thermal
Ltd. uptake Power
Plant
Shenzhen Concentrate In plant area
New Power emission of Nanshan
Oxynitride 1 112 ton 140 ton 0
Industrial from boiler Thermal
Co., Ltd. uptake Power Plant
GB13223
Shen Nan <25 mg/m3
-2011
Dian Concentrate
In plant area
(Dongguan) emission
Oxynitride 2 of Gaobu 89.8 ton 438.9 ton 0
Weimei from boiler
Power Plant
Power Co., uptake
Ltd.
Shen Nan
Concentrate In plant area
Dian
emission of Nam
(Zhongshan Oxynitride 2 93.86 ton 324.5 ton 0
from boiler Long Power
) Power
uptake Plant
Co., Ltd.
(2)Construction and operation of the facilities preventing and controlling pollution
All facilities are work normally, vary pollutant discharge are in standards
(3) Environmental impact review and other environment protection administrative licensing
The aforesaid companies have passéthe environment impact review and file in department of Environmental Protection of
Guangdong province
深圳南山热电股份有限公司 2017 年年度报告全文
(4) Emergency plan for abrupt environmental accidents
The plans have file in department of Environmental Protection of Guangdong province and corresponding environmental protection
bureau
(5)Environmental self-monitoring plan
We have prepared the plans of self-monitoring and approved by Environmental Protection Bureau; monitoring data will release on
Environmental Protection Website on time
(6)Other information need for released
Nil
(7)Relevant environmental protection information
Nil
XIX. Other important 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
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. Up to May 18, 2017, 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 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, May 17, 2017, and May 18, 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 institution on land 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
深圳南山热电股份有限公司 2017 年年度报告全文
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-Hong Kong Modern Service Industry Cooperation Zone of Shenzhen included the land of
Nanshan Power Plant. On July 14, 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 “Notice” and its annex, the
no longer needed infrastructure in Nanshan Power Plant and other zones should be shut down. On July 15, the
company timely fulfilled its obligation of information disclosure. 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. On August 10, the company submitted the Statement of Objections to the Comprehensive
Planning of Qianhai Shekou Free Trade Zone to the Municipality Planning Land Commission, raised an objection
to the related arrangements and the on-site shut down decision about the land in which the company’s subsidiary
Nanshan Thermal Power Plant located in the Notice and the Comprehensive Planning of China (Guangdong) Pilot
Free Trade Zone Shenzhen Qianhai Shekou Zone, and fulfilled the obligation of information disclosure on August
12. On December 8, the company received the Letter About the Opinions on the Rapid Reconstruction Project
Scheme and Design of Yueliangwan Avenue from Shenzhen Transportation and Public Utilities Construction
Center, asked for the company’s opinions on the disposal of pipeline of the company’s subordinate enterprises in
the process of rapid reconstruction project scheme and design of Yueliangwan Avenue. The company
immediately organized related subordinate enterprises and well-analyzed the factors that may have a significant
impact on the production and operation caused by the design scheme to the pipe gallery part of this project
provided by the other part, and submitted the Reply Letter to Shennandian’s Letter About the Opinions on the
Rapid Reconstruction Project Scheme and Design of Yueliangwan Avenue from Shenzhen Transportation and
Public Utilities Construction Center, required the design unit to accomplish the functional replacement to ensure
continuous production and operation and hoped Shenzhen Transportation and Public Utilities Construction Center
to fully consider the special situation of the company as a listed company, coordinate the relevant units to treat it
深圳南山热电股份有限公司 2017 年年度报告全文
cautiously, and carry out related work under the prerequisite of full consensus. On March 5, 2018, after learned
the Notice on Public Participation in the Social Stability Risk Analysis of the Rapid Reconstruction Project
Scheme and Design of Yueliangwan Avenue from the public website of Shenzhen Transportation Commission,
the company immediately drafted the reply jointly with the company’s special legal advisor in accordance with
relevant requirements of the notice and submitted the reply to the construction unit Shenzhen Transportation and
Public Utilities Construction Center and the social stability risk assessment agency Guizhou Transportation
Planning Survey & Design Academe Co., Ltd. before the expiration date, which put forward opinions and
suggestions on the possible significant impact of this project on the company and the subordinate enterprises. At
present, the company is actively engaged in the related work of Qianhai Land under the participation and
cooperation of legal consultants, and is closely following the comprehensive planning of Qianhai Shekou Free
Trade Zone, the company will do its utmost to safeguard the rights and interests of its shareholders and
employees.
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.
After receiving the refunds of RMB 500,000 from the “project technical renovation benefit fund” in 2016, the
company received refunds of RMB 487,100 in June 2017 (See details on the 2016 Annual Report, the First
Quarterly Report of 2017 and the Semi-Annual 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, 2017-044). The company will continue to take measures to clear
and return the dividend of “benefit fund”, and continue to disclose the liquidation in the periodic report.
5. Assets transfer of #7 and #9 generating units of Nanshan Thermal Power Plant. On August 4, 2017, the 12th
深圳南山热电股份有限公司 2017 年年度报告全文
meeting of the 7th Board of Directors of the company reviewed and passed the Proposal on the Public Listing and
Transfer of #7 and #9 Generating Units of Nanshan Thermal Power Plant, and agreed the company to publicly list
and transfer the #7 and #9 generating units of Nanshan Thermal Power Plant (See details on the Notice on the
Public Listing and Transfer of #7 and #9 Generating Units of Nanshan Thermal Power Plant the company
disclosed on China Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn
on August 8, 2017, notice number: 2017-048). On September 11, the company publicly listed and transferred the #
7 and # 9 generating units of Nanshan Power Plant through Shenzhen United Property and Share Rights Exchange.
As of the closing date of the listing, there was no potential client applied for registration of subscription. On
October 21st, the company disclosed “Notice on the Progress of Transferring #7 and #9 Generating Units of
Nanshan Thermal Power Plant (Notice number: 2017-061) on China Securities Journal, Securities Times, Hong
Kong Commercial Daily and www.cninfo.com.cn. The company will further study the matters concerning asset
transfer of #7 and #9 generating units of Nanshan Thermal Power Plant and fulfill the necessary information
disclosure obligations according to the working progress.
6. Change of directors and senior executives of the company and change of the term of the board of directors,
board of supervisors and management team
On August 11, 2017, the 20th extraordinary meeting of the Seventh Board of Directors reviewed and approved the
Proposal on Engaging General Manager of the Company and the Proposal on Changing Directors, and agreed to
nominated Mr. Li Xinwei and Mr. Chen Yuhui as the director candidate of 7th BOD of the Company, and agreed to
appoint Mr. Chen Yuhui as the general manager of the company. On 28 August, the company held the first
temporary shareholders' meeting of 2017, which reviewed and approved the Proposal on the Replacement of
Directors, and elected Mr. Li Xinwei and Mr. Chen Yuhui as the directors of the company's seventh board of
directors. The 22nd temporary meeting of the seventh board of directors was held on the same day, and the director
Li Xinwei was elected as the chairman of the seventh session of the board of directors of the company (See details
on the Notice on the Resolutions of the 20th Extraordinary Meeting of the 7th Board of Directors, Notice on the
Resolutions of the 1st Extraordinary General Meeting of 2017, and Notice on the Resolutions of the 22nd
Extraordinary Meeting of the 7th Board of Directors that the company disclosed on China Securities Journal,
Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on August 12, 2017 and August 29,
2017, notice number: 2017-049, 2017-056, 2017-057).
On October 31, 2017, the company convened the 25th extraordinary meeting of the seventh Board of Directors and
the 14th extraordinary meeting of the seventh Board of Supervisors by means of communication voting, which
respectively reviewed and approved the “Proposal on the Election of the Board of Directors of the Company” and
“Proposal on the Election of the Company's Board of Supervisors”. On November 17, 2017, the 2 nd extraordinary
shareholders' meeting of 2017, the 1st meeting of the 8th Session of Board of Directors, and the 1st meeting of the
8th Session of Board of Supervisors were held successively, which reviewed and approved the “Proposal on the
Election of the Board of Directors of the Company” and “Proposal on the Election of the Company's Board of
Supervisors”, generated the 8th Session of Board of Directors and the 8th Session of Board of Supervisors, elected
the chairman and deputy chairman of the 8th Session of Board of Directors and the chairman of the 8th Session of
Board of Supervisors, engaged the secretary for the 8th Session of Board of Directors and members of a new term
深圳南山热电股份有限公司 2017 年年度报告全文
of management team, successfully completed the change of term of the Board of Directors, the Board of
Supervisors and senior management of the company (See details on the Notice on the Resolutions of the 25 th
Extraordinary Meeting of the 7th Board of Directors, Notice on the Resolutions of the 2nd Extraordinary General
Meeting of 2017, Notice on the Resolutions of the1st Meeting of the 8th Board of Directors, and Notice on the
Resolutions of the1st Meeting of the 8th Board of Supervisors that the company disclosed on China Securities
Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on November 1, 2017 and
November 18, 2017, notice number: 2017-066, 2017-072, 2017-073, 2017-074).
7. 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.
XX. Significant event of subsidiary of the Company
√Applicable □ Not applicable
1. 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., and participated in the monthly centralized bidding transaction in Guangdong Province.
2. Litigation matters of Server Company. After receiving the Civil Judgment [(2016)Yue01MZ No.15716] from Guangzhou
Intermediate People's Court of Guangdong Province at the end of December 2016), Server Company received all funds of RMB
55,696,080.66 (including the overdue goods payment of RMB51,128,173.60, interest of overdue payment of RMB4,259,767.06, first
instance litigation fee of RMB 303,140.00 for the first instance and the property preservation fee of RMB5,000.00) from Sinopec
Company on January 24, 2017 according to the final judgment of Guangzhou Intermediate People's Court of Guangdong Province.
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. Server Company terminated the existing business activities. 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 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).
深圳南山热电股份有限公司 2017 年年度报告全文
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
Capitaliz
New
Proportio Bonus ation of Proportio
Amount shares Others Subtotal Amount
n shares public n
issued
reserve
I. Restricted shares 12,993 0.0021% 1,145 1,145 14,138 0.0023%
1. State-owned shares
2. State-owned
legal-person shares.
3. Other domestic shares 12,993 0.0021% 1,145 1,145 14,138 0.0023%
Including: Domestic
legal-person shares
Domestic natural
12,993 0.0021% 1,145 1,145 14,138 0.0023%
person’s shares
4. Foreign shares
Including: Foreign
legal-person’s shares
Foreign natural
person’s shares
II. Unrestricted shares 602,749,603 99.9978% -1,145 -1,145 602,748,458 99.9977%
1. RMB Ordinary shares 338,895,157 56.2237% -1,145 -1,145 338,894,012 56.2235%
2. Domestically listed
263,854,446 43.7742% 263,854,446 43.7742%
foreign shares
3. Domestic listed foreign
shares
4. Other
III. Total shares 602,762,596 100.00% 602,762,596 100.00%
Reasons for share changed
深圳南山热电股份有限公司 2017 年年度报告全文
√Applicable □ Not applicable
Changed due to the staff superivor changes
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
In share
Shares restriction
Shares restricted Shares un-restriction Shares restricted Restriction
Shareholder increased in the Date for releasing
at period-begin in the Period at period-end reasons
period
Statutory
Peng Bo 0 0 1,145 1,145 2021-05-17
requirement
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
□ Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √ Not applicable
3. Existing internal staff shares
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total preference
shareholders
Total preference
Total common with voting
Total common shareholders with
stock rights recovered
stock voting rights
shareholders at at end of last
shareholders in 31,471 30,808 recovered at end of 0
end of last month month before
reporting reporting period (if
before annual annual report
period-end applicable) (see
report disclosed disclosed (if
note 8)
applicable) (see
note 8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share pledged/frozen
Amount Amount
sharehold
Proportio Changes of of
Full name of Nature of n of ers at
in report restricted un-restrict
Shareholders shareholder shares the end of
State of share Amount
held period shares ed shares
report
held held
period
HONG KONG
NAM HOI Overseas legal 92,123,24 92,123,24
15.28%
(INTERNATIONA person 8
L) LTD.
Shenzhen Guangju State-owned legal 73,666,82 73,666,82
12.22%
Industrial Co., Ltd. person 4
Shenzhen Energy State-owned legal 65,106,13 65,106,13
10.80%
Group Co., Ltd. person 0
BOCI
Overseas legal
SECURITIES 1.44% 8,690,627 8,690,627
person
LIMITED
China Merchants
State-owned legal
Securities H.K. 1.11% 6,712,019 6,712,019
person
Co., Ltd.
Domestic nature
Zeng Yin 1.05% 6,350,656 6,350,656
person
Domestic nature
Liu Fang 0.92% 5,568,000 5,568,000
person
Zhang Heping Domestic nature 0.82% 4,910,300 4,910,300
深圳南山热电股份有限公司 2017 年年度报告全文
person
Meiyi Investment Domestic non
0.77% 4,615,800 4,615,800
Property Co., Ltd. state legal person
Domestic nature
Li Baoqin 0.66% 3,967,004 3,967,004
person
Strategy investors or general
corporation comes top 10 shareholders
N/A
due to rights issue (if applicable) (see
note3)
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held
Explanation on associated relationship by SHENZHEN ENERGY (GROUP) CO., LTD
among the aforesaid shareholders 2. The Company is unknown whether there exists associated relationship or belongs to the
consistent actor among the other shareholders.
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders’ name Amount of un-restrict shares held at Period-end
Type Amount
Domestically
HONG KONG NAM HOI
92,123,248 listed foreign 92,123,248
(INTERNATIONAL) LTD.
shares
RMB common
Shenzhen Guangju Industrial Co., Ltd. 73,666,824 73,666,824
shares
RMB common
Shenzhen Energy Co., Ltd. 65,106,130 65,106,130
shares
Domestically
BOCI SECURITIES LIMITED 8,690,627 listed foreign 8,690,627
shares
Domestically
China Merchants Securities H.K. Co.,
6,712,019 listed foreign 6,712,019
Ltd.
shares
Domestically
Zeng Ying 6,350,656 listed foreign 6,350,656
shares
RMB common
2,623,100
shares
Liu Fang 5,568,000 Domestically
listed foreign 2,944,900
shares
RMB common
Zhang Heping 4,910,300 3,670,000
shares
深圳南山热电股份有限公司 2017 年年度报告全文
Domestically
listed foreign 1,240,300
shares
RMB common
Meiyi Investment Property Co., Ltd. 4,615,800 4,615,800
shares
RMB common
940,500
shares
Li Baoqin 3,967,004 Domestically
listed foreign 3,026,504
shares
Expiation on associated relationship or
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED was held by
consistent actors within the top 10
SHENZHEN ENERGY (GROUP) CO., LTD
un-restrict shareholders and between
2. Among other social public shareholders, the Company did not know whether there were
top 10 un-restrict shareholders and top
associated relationships or belonging to consistent actors.
10 shareholders
Explanation on top 10 shareholders
Among the top ten shareholders, Ms. Liu Fang holds 2,308,400 shares through credit
involving margin business (if
transaction guarantee securities account
applicable) (see note 4)
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
According to the “stock listing rules” definition of controlling shareholders, no controlling shareholder of the Company and no
changes for the aforesaid condition in reporting period.
3. Actual controller of the Company
According to the “stock listing rules” definition of actual controlling, no actual controlling of the Company and no changes for the
aforesaid condition in reporting period
4. The first majority shareholder of the Company
SHENZHEN ENERGY (GROUP) CO., LTD. holds 157,229,378 shares of the Company directly and indirectly, a 26.08% in total
shares of the Company and is the first majority shareholder of the Company. The corporate representative is Gao Zimin. Shenzhen
Energy Co., Ltd. was established on July 15th, 1985 with registration capital of RMB 230.9712 million. It is a limited liability
Company and its operating scope covers developing, producing, purchasing and selling various normal energies (including power,
heat, coal, oil and gas) and new energies, designing, constructing, managing and operating various energy engineering projects,
operating equipments and accessories, apparatuses, aluminum materials, wood materials, cement and other materials needed by the
深圳南山热电股份有限公司 2017 年年度报告全文
energy engineering project, operating import-export services (transacted according to No. 147 message of SMGSZZD), operating the
services of personnel training and consulting matched with the energy engineering, as well as other relevant services (report or
declare additionally for details), developing and transferring environmental protection technologies, and providing technical service,
investing and operating the transportation services on the fuels, materials and equipments needed by the energy project. Property
management (operating with the property management qualification certificate) and own property leasing.
Relation schema of property rights and control between the Company and main shareholders:
Shenzhen Nanshan State-owned Assets Supervision and Administration
Commission
Kehuitong
SASAC of Shenzhen Guangju Holding
Shenzhen Energy HK Guangju Energy
Group Energy
Nam Hoi Guangju
(international) Industrial
The Company
5. Particulars about other legal person shareholders with over 10% shares held
√Applicable □ Not applicable
Legal rep./person in Main business or
Legal person shareholders Date established Register capital
charge of unit management activity
Industrial projects,
Shenzhen Guangju Industrial Co., RMB electricity investment
Du Wenjun 1989-05-31
Ltd. 111.11million (specific project will be
further declared)
HONG KONG NAM HOI HKD $15.33
Yu Chunling 1985-05-15 Investment
(INTERNATIONAL) LTD. million
深圳南山热电股份有限公司 2017 年年度报告全文
6. Shares reduction restriction from controlling shareholder, actual controller, recombined square and
other commitment entity
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
深圳南山热电股份有限公司 2017 年年度报告全文
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Amount Amount
Shares Shares
of shares of shares
held at Other held at
Working Start dated increased decreased
End date of
Title Sex Age of office period-be changes period-en
Name status office term in this in this
term d
gin (share)
period period
(Share) (Share)
(Share) (Share)
Currentl
Li
Chairman y in M 52 2017-08-28 2020-11-17 0 0 0 0
Xinwei
office
Li Currentl
Vice
Hongshe y in M 54 2011-01-13 2020-11-17 0 0 0 0
chairman
ng office
Currentl
Chen Director, 2017-08-28;
y in M 52 2020-11-17 0 0 0 0
Yuhui GM 2017-8-11
office
Currentl
Qiang
Director y in M 48 2014-11-12 2020-11-17 0 0 0 0
Wenqiao
office
Yu Currentl
Chunlin Director y in F 52 1998-08-01 2020-11-17 0 0 0 0
g office
Director, Currentl
Wu 2016-04-25;
Standing y in M 52 2020-11-17 0 0 0 0
Guowen 2016-04-01
deputy GM office
Currentl
Mo Independent
y in M 51 2017-11-17 2020-11-17 0 0 0 0
Jianmin director
office
Currentl
Chen Independent
y in M 47 2017-11-17 2020-11-17 0 0 0 0
Zetong director
office
Liao Independent Currentl
M 47 2013-11-15 2019-11-14 0 0 0 0
Nangang director y in
深圳南山热电股份有限公司 2017 年年度报告全文
office
Chairman of Currentl
Ye
supervisory y in M 54 2017-11-17 2020-11-17 0 0 0 0 0
Qiliang
board office
Xiong Currentl
Employee
Qingshe y in M 44 2017-11-17 2020-11-17 0 0 0 0 0
supervisor
ng office
Currentl
Pan sha Supervisor y in F 45 2017-11-17 2020-11-17 0 0 0 0 0
office
Liang Currentl
Employee
Jianqian y in M 49 2014-11-12 2020-11-17 0 0 0 0 0
supervisor
g office
Currentl
Employee
Peng Bo y in M 44 2017-11-17 2020-11-17 1,527 0 0 0 1,527
supervisor
office
Currentl
Lin
Deputy GM y in F 53 2003-10-17 2020-11-17 0 0 0 0 0
Qing
office
Deputy GM, Currentl
Zhang 2006-12-30;
secretary of y in F 49 2020-11-17 17,325 0 0 0 17,325
Jie 2015-12-23
the Board office
Currentl
Dai Xiji CFO y in M 48 2017-11-17 2020-11-17 0 0 0 0 0
office
Yang Leave
Chairman M 61 2008-09-23 2017-08-28 0 0 0 0 0
Haixian the post
Wu
Director, Leave
Dongxia M 53 2015-04-20 2017-08-28 0 0 0 0 0
GM the post
ng
Zhou Leave
Director M 53 2011-05-25 2017-11-17 0 0 0 0 0
Qun the post
Chen Leave
Director F 54 2011-05-25 2017-11-17 0 0 0 0 0
Lihong the post
Lin Leave
Director F 53 2015-04-20 2017-11-17 0 0 0 0 0
Qing the post
Li Independent Leave
M 60 2011-05-25 2017-11-17 0 0 0 0 0
Zheng director the post
Wang Independent Leave
M 57 2011-05-25 2017-11-17 0 0 0 0 0
Xiaodon director the post
深圳南山热电股份有限公司 2017 年年度报告全文
g
Wang
Independent Leave
Junshen M 57 2011-05-25 2017-11-17 0 0 0 0 0
director the post
g
Tang Independent Leave
M 57 2011-05-25 2017-11-17 0 0 0 0 0
Tianyun director the post
Pan
Independent Leave
Chengw M 71 2011-05-25 2017-11-17 0 0 0 0 0
director the post
ei
Zhao
Chief Leave
Xiangzh M 59 2011-05-25 2017-11-17 0 0 0 0 0
supervisor the post
i
Ma
Leave
Fengmin Supervisor F 55 2011-05-25 2017-11-17 0 0 0 0 0
the post
g
Ji
Leave
Yuanhon Supervisor F 50 2011-05-25 2017-11-17 0 0 0 0 0
the post
g
Peng Leave
Supervisor M 35 2015-04-20 2017-11-17 0 0 0 0 0
Siqi the post
Ding Employee Leave
M 57 2014-11-12 2017-11-17 0 0 0 0 0
Weili supervisor the post
Yan Employee Leave
M 51 2014-11-12 2017-11-17 0 0 0 0 0
Ping supervisor the post
Zhang Employee Leave
M 53 2014-11-12 2017-11-17 0 0 0 0 0
Yunlong supervisor the post
Leave
Zhu Wei Deputy GM M 60 2003-08-22 2017-11-17 0 0 0 0 0
the post
Wang Leave
Deputy GM M 56 2006-12-30 2017-11-17 0 0 0 0 0
Rendong the post
Huang Leave
Deputy GM M 47 2015-04-03 2017-11-17 0 0 0 0 0
Jian the post
Total -- -- -- -- -- -- 18,852 0 0 0 18,852
II. Changes of directors, supervisors and senior executives
√Applicable □ Not applicable
Name Title Type Date Reasons
Yang Haixian Chairman Demission 2017-08-28 Retirement
深圳南山热电股份有限公司 2017 年年度报告全文
Wu Dongxiang Director, GM Demission 2017-08-28 Work reasons
Leave for office
Zhou Qun Director 2017-11-17 Office term ends
term ends
Leave for office
Chen Lihong Director 2017-11-17 Office term ends
term ends
Leave for office
Lin Qing Director 2017-11-17 Office term ends
term ends
Independent Leave for office
Li Zheng 2017-11-17 Office term ends
director term ends
Independent Leave for office
Wang Xiaodong 2017-11-17 Office term ends
director term ends
Independent Leave for office
Wang Junsheng 2017-11-17 Office term ends
director term ends
Independent Leave for office
Tang Tianyun 2017-11-17 Office term ends
director term ends
Independent Leave for office
Pan Chengwei 2017-11-17 Office term ends
director term ends
Leave for office
Zhao Xiangzhi Chief supervisor 2017-11-17 Office term ends
term ends
Leave for office
Ma Fengming Supervisor 2017-11-17 Office term ends
term ends
Leave for office
Ji Yuanhong Supervisor 2017-11-17 Office term ends
term ends
Leave for office
Peng Siqi Supervisor 2017-11-17 Office term ends
term ends
Employee Leave for office
Ding Weili 2017-11-17 Office term ends
supervisor term ends
Employee Leave for office
Yan Ping 2017-11-17 Office term ends
supervisor term ends
Employee Leave for office
Zhang Yunlong 2017-11-17 Office term ends
supervisor term ends
Leave for office
Zhu Wei Deputy GM 2017-11-17 Retirement
term ends
Leave for office
Wang Rendong Chief engineer 2017-11-17 Change of the term of office
term ends
Leave for office
Huang Jian Deputy GM 2017-11-17 Change of the term of office
term ends
Li Xinwei Chairman Be elected, 2017-08-28 Election of director changes
深圳南山热电股份有限公司 2017 年年度报告全文
Appointment
Be elected, 28 August and 11 August
Chen Yuhui Director, GM Election of director changes and change of GM
Appointment 2017
Independent Be elected,
Mo Jianmin 2017-11-17 Election at expiration of office term
director Appointment
Independent Be elected,
Chen Zetong 2017-11-17 Election at expiration of office term
director Appointment
Chairman of
Be elected,
Ye Qiliang supervisory 2017-11-17 Election at expiration of office term
Appointment
board
Xiong Employee Be elected,
2017-11-17 Election at expiration of office term
Qingsheng supervisor Appointment
Be elected,
Pan sha Supervisor 2017-11-17 Election at expiration of office term
Appointment
Employee Be elected,
Peng Bo 2017-11-17 Election at expiration of office term
supervisor Appointment
Dai Xiji CFO Appointment 2017-11-17 Change of the term of office
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive at the present
Members of the Board of Directors:
Mr. Li Xinwei was born in 1965, a senior accountant, a postgraduate of Xiamen University, and a master of business administration.
From 1984 to 1992, he held the post of director of the accounting department of Guangdong Nuclear Power Joint Venture Co., Ltd.;
from 1992 to 1995, he served as the financial manager of Shenzhen Worldsun Enterprises Co., Ltd. and the cadre of finance
department of Shenzhen Longgang Transportation Development Company; from 1995 to 2006, he served as the cadre of finance
department of Shenzhen Energy Corporation, the director of finance department of Shenzhen Mawan Power Co., Ltd., the chief
accountant and the director of finance department of Shenzhen Energy Group Power Generation Branch, the deputy director of
capital office of Shenzhen Energy Group Co., Ltd. (at ministerial level), the director and deputy general manager of Shenzhen
Mawan Power Co., Ltd.; from 2004 to 2006, he also served as the chairman of Huizhou City Gas Development Co., Ltd.; from 2006
to August 2017, he held the post of managing director of Shenzhen Energy Finance Co., Ltd., he also holds the post of chairman of
Sichuan Shenzhen Energy Power Investment Holding Co., Ltd. since 2015; and he has held the post of director and chairman of the
Company since August 2017.
Mr. Li Hongsheng, born in 1963, was Communist party member, a master. From November 2004, he served as director of Shenzhen
Guangju Investment Holding (Group) Co., Ltd, director financial controller of Shenzhen Guangju Energy Co., Ltd, chairman of
Shenzhen Yangrun Investment Co., Ltd.;From December 2007 to now he serves as Managing director of Shenzhen Guangju Energy
Co., Ltd. and chairman of Guangju Energy (HK) Co., Ltd; and from January 2011 to now he serves as Director and Vice president of
the Company.
Mr. Chen Yuhui was born in 1965, a senior engineer, graduated from Shanghai Jiao Tong University and obtained a bachelor's
深圳南山热电股份有限公司 2017 年年度报告全文
degree in marine power and a master's degree in vibration, shock & noise (postgraduate degree). In 1989, he worked in the
maintenance department of Shenyang Liming Gas Turbine Co., Ltd.; from December 1989 to June 2006, he worked in Shenzhen
Energy Group Yueliangwan Power Plant, and successively held the posts of chief-operator of operation department, specialist
engineer of general office, deputy director of maintenance department, factory deputy manager, factory manager, etc.; from June
2006 to July 2014, he worked in Shenzhen Energy East Power Plant and held the posts of deputy general manager and operation
director; from July 2014 to August 2017, he served as the chairman, general manager, and party branch secretary of Zhuhai Shenzhen
Energy Hongwan Power Co., Ltd.; and he has held the posts of director and general manager of the Company and the chairman of
Shennandian (Zhongshan) Power Co., Ltd. and Shennandian (Dongguan) Weimei Power Co., Ltd. since August 2017.
Mr. Qiang Wenqiao, was born in 1969, master, graduated from Xi’an Jiaotong University, major in electric. He worked in Shenzhen
Mawan Power Co., Ltd. since 1991, served as deputy director of the management department of Shenzhen Energy Group since 2006,
he successively served senior manager, chief and GM of the property rights legal department of Shenzhen Energy Group Co., Ltd.
since 2008; now he serves as GM of the property rights legal department of Shenzhen Energy Group Co., Ltd. and serves as GM of
the Fuel Branch of Shenzhen Energy Group Co., Ltd. he serves as director of the Company since November 2014.
Ms. Yu Chunling was born in 1965, a senior engineer, an on-the-job master of economics in Peking University, and graduated from
power plant building structural engineering of Wuhan Institute of Hydraulic and Electric Engineering. She served successively as a
technician and civil engineering contract engineer at engineering department of Guangdong Nuclear Power Joint Venture Co., Ltd.,
the project manager of Shenzhen Energy Investment Co., Ltd., and the deputy director and director of office business, the director of
fuel trade department, and the director of planning and development department of Shenzhen Energy Group Co., Ltd., and the
director of preparation office of Shenzhen Pumped Storage Power Station. She serves as the managing director of Shenzhen Energy
(Hong Kong) International Co., Ltd. and the director of the Company.
Mr. Wu Guowen, born in 1965, an undergraduate, He worked in Shenzhen Guangju Energy Co., Ltd. since 1994; and worked in
Shenzhen Yisheng Liquid Storage Co., Ltd. from 2008 to November 2010, and served as deputy GM; he works in Shenzhen Guangju
Real Estate Co., Ltd. From December 2010 to March 2016, and successively appointed as standing deputy GM, legal representative,
executive director and GM; serves as staff supervisor in Shenzhen Guangju Energy Co., Ltd. since August 2013. he serves as director,
standing deputy GM of the Company since April 2016.
Mr. Mo Jianmin was born in 1966, a China Certified Public Accountant, graduated from School of Law of Nanchang University.
From March 1985 to October 1996, he worked at Tonggu County Taxation Bureau of Jiangxi Province and Local Taxation Bureau of
Tonggu County; from November 1996 to October 1999, he worked at Shenzhen Tongren Certified Public Accountants; from October
1999 to March 2001, he worked at Zhongtianqin Certified Public Accountants; from April 2001 to December 2003, worked at
Shenzhen Languang Enterprise Group; from January 2004 to December 2010, he worked at Shenzhen Jinniu Accounting Firm; from
January 2011 to October 2012, he was appointed as a partner of Jonten Certified Public Accountants Shenzhen Branch; from
November 2012 to May 2014, he served as a partner of Beijing Yongtuo Certified Public Accountants; he has served as a partner of
Da Hua Certified Public Accountants since June 2014.
Mr. Chen Zetong was born in 1970, a bachelor of laws at Southwest University of Political Science and Law, a master of laws at the
University of Hong Kong, a doctor of laws at Jilin University. From 1994 to 2003, he served as a court clerk, assistant judge and
judge at the Real Estate Trial Division of Shenzhen Intermediate People's Court; from July to August 2002, he practiced as a judicial
assistant in the High Court of Hong Kong; from 2003 to 2006, he served as the presiding judge at the Economic Trial Division; from
2006 to 2010, he served as the deputy presiding judge at the seventh court of Shenzhen Intermediate People's Court (Corporate
Liquidation and Bankruptcy Trial Division), and presided over the work of this court from June 2006 to August 2008. From 2010 to
深圳南山热电股份有限公司 2017 年年度报告全文
2012, he served as a partner of Beijing King & Wood Mallesons. Since 2012, he has been a senior partner of Beijing JunZeJun Law
Offices. He is currently an arbitrator of Shenzhen Court of International Arbitration, concurrently an independent director of listed
company Tianma Microelectronics Co., Ltd. (A-share 000050), an independent director of Hubei Sanxia New Building Materials Co.,
Ltd. (A-share 600293), an independent director of New Sports Group Limited (00299 HK), an independent director of non-listed
company Funde Insurance Holding Co., Ltd., an independent director of Funde Sino Life Co., Ltd., and an independent director of
Sino Life Assets Management Co., Ltd.
Mr. Liao Nangang, was born in 1970, bachelor of East China Political Science and Law in law major. He served as assistant judge
and judicial office in People’s Court of Shenzhen Nanshan District from September 1992 to December 2000; a lawyer in Guangdong
ZhongAn Laws Firm from March 2001 to February 2004; act as lawyer and partner of Guangdong Haohui Laws Firm from February
2004 to October 2013 and serves as partner and lawyer of Guangdong Guangjin Laws Firm since from November 2013 to November
2017; he serves as lawyer and partner of the Guangdong Leyi Laws Firm since December 2017. Since from 2008 to now he also act
as arbitrator in Shenzhen Arbitration Commission and owns the qualification of independent directors. He had offered systemic legal
services for listed companies as China Merchants Property Development Co., Ltd. and China Merchants Bank Co., Ltd. (HQ) and
serves as independent director of the listed company (600828)- Maoye Commercial Co., Ltd. He holds the post of independent
director of the Company since November 2013 to now.
Members of supervisory committee of the board
Mr. Ye Qiliang was born in 1963, a member of the Communist Party of China with a college degree. From 1979 to January 1984, he
served in the Army 83020; from January 1984 to March 1997, he worked in Quannan County of Jiangxi Province; from March 1997
to February 1999, he worked at Shenzhen Shennan Petroleum (Group) Co., Ltd. and served as a clerk in the investment department;
from February 1999 to June 2009, he worked at Shenzhen Guangju Energy Co., Ltd. and served as the deputy director of the general
manager office, the deputy director of the secretariat of the board of directors, and the representative of securities affairs; he serves as
the committee member of labor union of Shenzhen Guangju Energy Co., Ltd. since July 2012; from July 2009 to March 2016, he
successively served as the deputy general manager and general party branch member of Shenzhen Nanshan Petroleum Co., Ltd.; he
has currently served as the general party branch secretary the chairman of labor union of the Company, and concurrently served as
the director of Shennandian (Dongguan) Weimei Power Co., Ltd. and the vice president of Shenzhen Shennan Power Gas Turbine
Engineering Technology Co., Ltd. since April 2016.
Mr. Xiong Qingsheng was born in 1973, an engineer and lawyer, a master of business administration of Sichuan University. From
July 1992 to December 2005, he worked on the operation and grassroots management at Mawan Power Plant, a subsidiary of
Shenzhen Energy Group; from December 2005 to April 2008, he served as the legal secretary of the Secretariat of Board and the
deputy director of business of Shenzhen Energy Group Board of Directors Secretariat; from April 2008 to March 2014, he served as a
senior legal advisor to the board office of Shenzhen Energy Group; from March 2014 to December 2017, he served as a senior
manager of investor relations for the board office of Shenzhen Energy Group Co., Ltd.; he has served as the deputy general manager
Shenzhen Energy Gas Investment Holdings Co., Ltd. and concurrently as the general manager of Hebei Zhaoxian Asia Pacific Gas
Co., Ltd. since December 2017.
Ms. Pansha was born in 1972, an auditor, and a bachelor in auditing at Wuhan University. From July 1995 to April 2000, she serves
as a cadre at the Supervision Department of Shenzhen Energy Corporation; from April 2000 to April 2008, she served as deputy
director of audit department of Energy Group, deputy director and director of business of audit and supervision department, and
director of business of audit department; from April 2008 to December 2014, she served as a senior auditor and audit manager at of
audit management department of Shenzhen Energy Group Co., Ltd.; she has served as the senior audit manager at the audit
management department of Shenzhen Energy Group Co., Ltd. since December 2014.
深圳南山热电股份有限公司 2017 年年度报告全文
Mr. Liang Jianqiang, born in 1968, an engineer, bachelor degree, graduated from department of engineering physics of Tsinghua
University in 1991, major in nuclear energy and heat energy utilization. He worked in Shenzhen Moon Bay Gas Turbine Power Plant
from 1991 to 1998, successively served as specialist engineer of gas turbine in operation department, sub-director of the gas turbine
in inspection and maintenance department and specialist engineer of planning in inspection and maintenance department. He works
in Shenzhen Nanshan Power Co., Ltd. since July 1998 transferred by Shenzhen Energy Group Co., Ltd, and successively served as
deputy chief, chief of the inspection and maintenance department, deputy chief of the operation department, director of production
management department and security chief. Served as chief of production technology department and security chief of the
headquarter from May 2005 to November 2013. He served as staff supervisor of the 7th supervisory of the Company from November
2014 to November 2017. serves as deputy director in Nanshan Power Plant in December 2013 and acting manager of Nanshan Power
Plant since October 2017. he serves as director of Nanshan Power Plant since December 2017. and now he serves as director of Shen
Nan Dian Environmental Protection Co., Ltd.
Mr. Peng Bo was born in 1973, a senior economist, engineer, and a master graduate student. He graduated from Huazhong University
of Science and Technology, majoring in power system automation in 1994, and then he majored in business administration at
Huazhong University of Science and Technology and obtained a master's degree. He has been working in Shenzhen Nanshan Power
Co., Ltd. since 1994, and has served as a professional engineer of gas turbine thermal control maintenance, supervisor of labor and
capital, assistant of office director, and deputy director of human resources department; from April 2007 to December 2013, he
served as the director of human resources department, and concurrently served as the supervisor of a subsidiary Zhongshan Zhongfa
Power Company; from May 2011 to November 2014, he served as the staff's representative supervisor of the company's sixth board
of supervisors; from December 2013 to December 2017, he served as the deputy director of Nanshan Thermal Power Plant; he has
served as the general manager of Shenzhen Shennandian Environmental Protection Co., Ltd. since December 2017.
Senior managers of the Company:
Resume of Director/GM Chen Yuhui and Director/ standing deptuy GM Wu Guowen found the aforsaid
Ms. Lin Qing was born in 1964, a senior engineer, and a master of electrical engineering at Hunan University. From 1985 to 1990,
she taught at the department of electric power at Changsha Normal University of Water Resources and Electric Power. From 1990 to
1991, she worked in the engineering department of Guangdong Daya Bay Nuclear Power Plant. Since December 1991, she has
served successively as the secretary of general office and the business director of Shenzhen Energy Corporation, the office director of
Shenzhen Western Power Co., Ltd., the chairman of the party and the masses department, the chairman of the labor union of the
office, the office director, the party branch secretary of the office, the director of the labor union office, the member of the party
committee of the Group, the general manager assistant at Shenzhen Energy Group Co., Ltd.. She has been serving as the deputy
general manager of the Company from October 2003 to now. She served as a director of the Company from April 2015 to November
2017.
Ms. Zhang Jie, born in 1968, CHRM, Master of Psychology of Beijing University; she was successively study with specialty of
British and American Literature in the Foreign Language Department of Zhengzhou University and specialty of applied psychology
in the Psychology Department, Beijing University. She used to work in Henan Provincial Seismological Bureau as a translator in
1990, worked in the financial department and office of Shenzhen Nanshan Power Co., Ltd. since October 1990; she successively held
the posts of secretary, office director, general manager assistant and employee supervisor of the Company since 1993. and holds the
posts of deputy GM of the Company since December 2006. She serves as secretary of the board since December 2015. Now she
serves as chairman of Shenzhen Shen Nan Dian Environment Protection Co., Ltd. and director of Shen Nan Energy (Singapore) Co.,
Ltd.
Mr. Dai Xiji was born in 1969, a bachelor, and a senior accountant. From July 1992 to December 1996, he served as an accountant of
深圳南山热电股份有限公司 2017 年年度报告全文
Shenzhen Mawan Power Co., Ltd. Mawan Power Plant; from January 1997 to July 1998, he served as an accountant at the finance
department of Shenzhen Energy Corporation Power Generation Branch; from July 1998 to December 1999, he was an accountant at
the finance and accounting division of Shenzhen Energy Group Co., Ltd.; from December 1999 to December 2007, he served as the
deputy director at finance department and the director at finance and accounting division of Mawan Power Plant; from January 2008
to August 2008, she served as the director at finance department of Shenzhen Mawan Power Co., Ltd.; from August to September
2008, he served as the cadre at the preparation office of Binhai Power Plant; from September 2008 to July 2014, he served as the
senior manager at financial management department of Shenzhen Energy Group Co., Ltd.; From February 2011 to now, he
concurrently serves as the manager at the financial management department of Shenzhen Energy Fuel Branch; from July 2014 to
November 2017, he was appointed as the deputy general manager of Shenzhen Energy Fuel Branch, and he has been serving as the
chief financial officer of the Company since November 2017.
Post-holding in shareholder’s unit
√Applicable □ Not applicable
Received
Position in
End date of office remuneration from
Name Name of shareholder’s unit shareholder’s
term shareholder’s unit
unit n
(Y/N)
Yu Chunling HONG KONG NAM HOI (INTERNATIONAL) LTD. Director 2008 No
Post-holding in other unit
√Applicable □ Not applicable
Received
End date of office
Name Name of other units Position in other unit n remuneration from
term
other unit (Y/N)
Sichuan Shenneng Power Investment
Li Xinwei Chairman 2015 N
Co.,Ltd.
Li Hongsheng Shenzhen Guangju Energy Co., Ltd.
Director, GM 2007 Y
Shen Nan Dian (Zhongshan) Electric
Chairman 2017 N
Power Co., Ltd.
Chen Yuhui
Shen Nan Dian (Dongguan) Weimei
Chairman 2017 N
Electric Power Co., Ltd
Qiang Wenqiao Shenzhen Energy Group Co., Ltd. GM of fuel material
2017 Y
department
Shenzhen Energy (H.K) International
Yu Chunling
Director, GM 2013 Y
Co., Ltd.
Shenzhen Guangju Energy Co., Ltd.
Wu Guowen Employee Supervisor 2013 N
Partner
Mo Jianmin Da Hua Certified Public Accountants 2014 Y
深圳南山热电股份有限公司 2017 年年度报告全文
Chen Zetong Junzejun Law Offices Senior partner 2012 Y
Partner, lawyer
Liao Nangang Guangdong Leyi Laws Firm 2013 Y
Shenzhen Shennandian Turbine
Vice chairman 2016 N
Engineering Technology Co., Ltd.
Ye Qiliang
Shen Nan Dian (Dongguan) Weimei
Director 2016 N
Electric Power Co., Ltd
Shenzhen Energy Fuel Investment
Deputy GM 2017 Y
Holding Co., Ltd.
Xiong Qingsheng
Hebei Zhaoxian Asia-Pacific Fuel Co.,
GM 2017 Y
Ltd.
Shenzhen Guangju Energy Co., Ltd. Senior GM of auditing
Pan Sha 2014 Y
management department
Shenzhen Shen Nan Dian Environment
Zhang Jie
Chairman 2014 N
Protection Co., Ltd.
Shenzhen New Power Industrial Co., Ltd. Chairman 2018 N
Shen Nan Energy (Singapore) Co., Ltd. Director 2017 N
Dai Xiji
Hong Kong Syndisome Co., Ltd. Director 2017 N
Shen Nan Dian (Dongguan) Weimei 2017 N
Director
Electric Power Co., Ltd
Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
1. Decision-making process: In accordance with relevant regulations of “Articles of Association”, the stockholders' meeting would
determine the remuneration of directors and supervisors, and the board of directors would determine the remuneration of senior
management.
2. Determine basis: Currently, except for the independent directors, the Company has no remuneration system for non-independent
directors and supervisors, the directors and staff supervisor only received the pay for the post actually served in the Company. The
Board of Directors will define the annual remuneration standard of the senior management of the Company on the basis of annual
operating performance, post rank and other factors and in consideration of the industrial remuneration level. It will decide the
actually paid remuneration standard by referring to the examination of annual operation performance and audit status.
3. Actual payment: the Company is strictly paying the remuneration to directors in line with the decision-making process and
深圳南山热电股份有限公司 2017 年年度报告全文
determining basis on remuneration for directors, supervisors and senior executives, the relevant expenses arising from transportation,
accommodation, research, study and attending a meeting are borne by the Company.
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total remuneration obtained Whether
Post-holding
Name Title Sex Age from the Company (before remuneration obtained from
status
taxes) related party of the Company
Currently in
Li Xinwei Chairman M 52 36.05 No
office
Li
Currently in
Hongshen Vice chairman M 54 0 Yes
office
g
Chen Currently in
Director, GM M 52 32.13 No
Yuhui office
Qiang Currently in
Director M 48 0 Yes
Wenqiao office
Yu Currently in
Director F 52 0 Yes
Chunling office
Wu Director, Currently in
M 52 67.1 No
Guowen Standing deputy GM office
Mo Currently in
Independent director M 51 0.99 No
Jianmin office
Chen Currently in
Independent director M 47 0.99 No
Zetong office
Liao Currently in
Independent director M 47 11.9 No
Nangang office
Chairman of supervisory Currently in
Ye Qiliang M 54 64.87 No
board office
Xiong Currently in
Employee supervisor M 44 0 Yes
Qingsheng office
Currently in
Pan sha Supervisor F 45 0 Yes
office
Liang Currently in
Employee supervisor M 49 32.51 No
Jianqiang office
Currently in
Peng Bo Employee supervisor M 44 30.97 No
office
Currently in
Lin Qing Deputy GM F 53 66.6 No
office
深圳南山热电股份有限公司 2017 年年度报告全文
Deputy GM, secretary of Currently in
Zhang Jie F 49 64.6 No
the Board office
Currently in
Dai Xiji CFO M 48 5.39 No
office
Yang
Chairman M 61 Step down 49.56 No
Haixian
Wu
Dongxian Director, GM M 53 Step down 44.76 No
g
Zhou Qun Director M 53 Step down 0 Yes
Chen
Director F 54 Step down 0 Yes
Lihong
Li Zheng Independent director M 60 Step down 10.91 No
Wang
Independent director M 57 Step down 10.91 No
Xiaodong
Wang
Independent director M 57 Step down 10.91 No
Junsheng
Tang
Independent director M 57 Step down 10.91 No
Tianyun
Pan
Independent director M 71 Step down 10.91 No
Chengwei
Zhao
Chief supervisor M 59 Step down 0 Yes
Xiangzhi
Ma
Supervisor F 55 Step down 0 Yes
Fengming
Ji
Supervisor F 50 Step down 0 Yes
Yuanhong
Peng Siqi Supervisor M 35 Step down 0 Yes
Ding Weili Employee supervisor M 57 Step down 31.82 No
Yan Ping Employee supervisor M 51 Step down 33.33 No
Zhang
Employee supervisor M 53 Step down 31.06 No
Yunlong
Zhu Wei Deputy GM M 60 Step down 64.6 No
Wang
Deputy GM M 56 Step down 64.6 No
Rendong
Huang
Deputy GM M 47 Step down 55.98 No
Jian
Total -- -- -- -- 844.36 --
深圳南山热电股份有限公司 2017 年年度报告全文
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
V. Particulars of workforce
1. Number of Employees, Professional categories, Education background
Employee in-post of the parent Company (people)
Employee in-post of main Subsidiaries (people)
The total number of current employees (people)
The total number of current employees to receive pay (people)
Retired employee’ s expenses borne by the parent Company and
main Subsidiaries (people)
Professional categories
Types of professional category Numbers of professional category
Production staff
Sales man
Technician
Financial staff
Administration staff
Total
Education background
Type of education background Numbers (people)
High school and below
3-years regular college graduate and Polytechnic school graduate
Bachelor degree
Master and above
Total
深圳南山热电股份有限公司 2017 年年度报告全文
2. Remuneration Policy
According to the Company's annual operation performance combined with the market-oriented remuneration in the region and
industry, the Board implements a principle of annual remuneration provision with the fixed remuneration as main body, which will, at
the same time of controlling remuneration cost, create conditions for the stable workforce. Meanwhile, special incentive mechanism
will be available according to the completion of annual business objectives and core mission so as set up an incentive mechanism
linked with operation performance and exert the incentive role of remuneration.
The remuneration and incentive scheme of the chairman of board will be submitted to the shareholders' meeting for approval after it
has been deliberated by the board of directors. The remuneration and incentive scheme of the general manager, deputy general
manager and other senior management level will be prepared by the Remuneration and Appraisal Committee and then be submitted
to the board of directors for approval. The Board of Directors will decide the annual remuneration standard of the senior management
of the Company on the basis of annual operating efficiency, post rank and other factors and in consideration of the industrial
remuneration level and the actually paid remuneration standard by referring to the examination of annual operation performance and
audit status. The operation team is authorized to manage the remuneration and incentive of other personnel on the principle of
“defining salary in terms of post and obtaining remuneration in terms of labor”. Within the annual remuneration limit approved by
the board of directors, and in compliance with the remuneration principle and Interim Remuneration Management Provision set down
by the Board of Directors, determine and execute the remuneration standard, distribution plan, examination and incentive method of
employees at each level.
3. Training programs
The Company always attached great importance to staff training, and established of the \"staff training and management regulations\"
and a more perfect training network. Through strengthening the staff training, enhancing the staff's job skills and comprehensive
quality, to better meet the Company's management, management demand for talent, while training reserve personnel for the
Company's sustainable development. During the reporting period, the Company strictly implemented the training plans that
formulated in beginning of the Year, mainly carried out the following aspects of the training:
(1) Safety Training: According to the Production Safety Law, other laws and regulations and the Safety Training Regulations of the
Company, organize the safety certificate training and following training for the safety principal, principal and security officer of the
Company headquarters and affiliated companies in order to meet legal regulatory requirements for security training, carry out
emergency drills and safety management procedures training, and improve the safety awareness and accident prevention capacity of
management at all levels and employee;
(2) Post qualification training: by means of learning assignments, the obtaining of certificate, internal training and assessment, carry
out certification training for key business and technical post, meet with requirements of relevant laws and regulations for vocational
qualification requirements, and improve employee job performance ability.
(3) Simulator skills training: relying on gas turbine simulation training base, continued to carry out stimulator training for the
operation personnel within three power plants of the Company, and improve the practical operation and adaptability to changes of
plant operations personnel.
(4) The induction training of new employees: Carry out systematic and pointed job skill and professional training for the newly
recruited graduates of the company;
(5) External training project: While training for the employees of the company, the company made use of the training advantages
accumulated by the training center for gas-fired combined cycle post technology over the years to expand the post skills training
programs for external units, which not only contributed profits to the company and consolidated the own part-time teacher team, but
also trained reserve talents for the sustainable development of the company.
深圳南山热电股份有限公司 2017 年年度报告全文
(6) Training of party members: The general party branch and branch offices of the company actively carried out the “two studies and
one action” activity and issued books and materials; studied the party constitution and rules and series of speeches, strictly
implemented the “three sessions and one lesson” system, developed the activities such as “secretary gives party lectures” and visiting
the anti-corruption education base, etc., focused on learning the spirit of the party's 19th national congress in the fourth quarter,
ensured the party's organizations to play a core role and the majority of party members to play a vanguard and exemplary role
through training and study.
4. Labor outsourcing
□ Applicable √ Not applicable
深圳南山热电股份有限公司 2017 年年度报告全文
Section IX. Corporate Governance
I. Corporate governance of the Company
During the reporting period, in accordance with guideline of Company Law, Securities Law, Corporate Governance Guidelines,
Stock Listing Rules and other regulatory documents, and requirements of Articles of Associations and rules of procedures, constantly
optimized the corporate governance structure, constantly maintained sound modern enterprise management system, and further
improved the right balancing mechanism of the general meeting of shareholders, board of directors and supervisory board,
standardized the operations and decision-making procedures of the general meeting of shareholders, board of directors and
supervisory board and the manager office, fulfilled important information confidentiality and information disclosure obligations,
strengthened the internal audit and risk control, made great efforts to improve governance and standardization meticulous
management, and effectively protected the interests and legitimate rights of listed companies, investors and employees.
1. Shareholders' meeting: During the reporting period, the Company held one regular shareholders’ meeting and two extraordinary
shareholders' meetings to carefully deliberate and decide on issues which were submitted to the general shareholders’ meeting for
approval. The convening of the shareholders’ meeting was legal and all decision-making processes were open, fair and just. The site
voting and online voting were orderly organized and witnessed by lawyers and the regulation where connected shareholders should
be excluded from voting was strictly implemented. Resolutions passed in shareholders’ meeting were timely disclosed to ensure the
information right and voting right of all shareholders, especially minority shareholder related to major events of the Company. The
operation and management of the Company's shareholders' meeting complied with laws and regulations. Shareholders of the
Company earnestly fulfilled their responsibilities under the Company Law and Articles of Association to regulate operations in all
aspects. There were no large shareholders and related parties who occupied or transferred the Company's funds, assets and other
resources with various forms. The fair rights of all shareholders were protected legally.
2. Board of Directors: In the report period, the Board of Directors of the Company held four regular meetings and nine extraordinary
meeting to carefully research, deliberate and make decisions on significant matters within the rights of board of directors. The
convening of the meetings of the board was legal and all decision-making processes were open, fair and just. Four special committees
under the Board of Directors, the Strategy and Investment Committee, Nomination Committee, Audit Committee, as well as
Remuneration and Appraisal Committee set down their respective work details. Within the report period, the Strategy and Investment
Committee, Nomination Committee, Audit Committee, as well as Remuneration and Appraisal Committee respectively convened
three, one, four and one conferences, deliberating the related resolutions on the strategic investment, asset disposal, significant
personnel appointment and removal, remuneration and examination, audit and risk proposals and giving opinions and proposals to
provide reference and support for the efficient operation and scientific decision of the board of directors. The composition of the
board of directors and its performance of duties complied with laws and regulations. The 7th BOD of the Company have 15 directors,
including 6 independent directors, change of the office term of BOD completed on 17 November 2017; the 8th BOD have 9 directors,
including 3 independent directors. The number of directors, the proportion of independent directors and the qualifications of all
directors were in line with the Company Law, other laws and regulations, and Articles of Association. All directors were in a serious
and responsible attitude to actively attend the Board meeting, made prudent decision on all resolutions and issued a clear opinion,
earnestly fulfilled their obligations of diligence, good faith and impartiality, and made efforts to safeguard the interests of the
Company and its shareholders. Independent directors played their professional advantages, upheld the objective and independent
principle and conscientiously performed their duties. They issued independent opinions on resolutions and brought forward
constructive comments and suggestions on the Company’s standardized operation and risk prevention, and paid attention to the
interests of the Company as a whole and those the shareholders of the Company, especially the legitimate interests of minority
深圳南山热电股份有限公司 2017 年年度报告全文
shareholders.
3. Supervisory Board: During the reporting period, the Supervisory Board of the Company held four regular meetings and four
extraordinary meeting, to carefully research, deliberate and make decisions on important matters within the scope of its rights. The
convening of the meeting of supervisory board was legal and all decision-making processes were open, fair and just. The Supervisory
Board also attended the shareholders’ meeting and board’s meeting as a nonvoting delegate and organized the spot visit to the
affiliates of the Company so as to comprehensively and deeply understand the Company's operations, management of, and better
carry out its oversight responsibilities. The composition of Supervisory Board and its performance of duties were legal. The 7th
supervisory committee of the Company have 8 supervisors, including 4 staff supervisors, and the change of session completed on 17
November 2017, the 8th supervisory committee have 5 supervisors and 2 staff supervisors. The number of supervisors, proportion of
employee supervisors and the qualification of all supervisors were in line with the Company Law, other laws and regulations, and
Articles of Association. All supervisors of the Company actively attended all meetings of Supervisory Board and took part in
meetings of shareholders and the board of directors as nonvoting delegates, seriously considered the resolutions of the Supervisory
Board and then issued proposals on significant decisions made by shareholders’ meeting and board of directors, efficiently supervised
the legality of Company operation and management as well as the normative performance directors, and senior management. They
did perform their duties on the diligent, objective and independent basis so as to safeguard the interests of the Company, shareholders
and employees.
4. Manager Office: During the Manager Office of the Company performed their duties in strict accordance with the Company Law,
other relevant laws and regulations, the Articles of Association and other regulatory documents, established and continuously
improved the office system and internal control system, continuously optimized the workflow and decision-making procedures,
followed the working principle of rational division of labor and strengthening cooperation, and the tent to make collectively decisions
on major issues, and tried to improve the standardization of the management level. Based on the spirit of law, integrity, loyalty and
diligence, carefully organized the production, operation and management of the Company, made great efforts to create a positive,
harmonious and aggressive corporate culture, respected and safeguarded the legitimate rights and interests of shareholders,
employees and relevant stakeholders. For the matter to be submitted to the board of directors and the shareholders’ meeting, carefully
organized research, demonstration and documentation, and strictly implemented the resolutions of the Board of Directors and the
general meeting of shareholders to ensure the effective implementation of resolutions. According to relevant rules of Company Law
and Article of Association, on 7 Nov. 2017, the 1st session of 8th BOD engaged new staff for the Board, and change of the office term
for Board has completed successfully.
5. Information disclosure and major information confidentiality system: the Company executed the major information confidentiality
system in accordance with the relevant provisions of the Company Law, Securities Law, Stock Listing Rules and other major
information security system, fulfilled its obligation of information disclosure, designated Securities Times, China Securities News,
Hong Kong Commercial Daily and www.cninfom.com to disclose information, and carefully disclosed information with the reporting
period and sought to improve the quality of information disclosure. During the reporting period, the Company did not provide
undisclosed information to large shareholders and actual controllers in violation of information disclosure requirements. To
strengthen the management of non-public information, the Company strictly controlled the scope of insiders, standardized
information transfer process, strictly implemented the relevant provisions of the Insiders Registration System, reported regularly
insider information and kindly reminded the insider information to strictly comply with the related regulations on insider information
confidentiality and stocks trading of the Company before the convening of the meetings of general shareholders, board of directors
and supervisory board. There were no significant information disclosures within the reporting period.
6. Investor relations management: the Company regularly counted and analyzed status of shareholders, dynamically tracked changes
in investors, carefully interviewed the visit and consultation of investors, and timely replied investor inquiries via telephone and
network. In receiving the visiting investors and replied to inquiries, the Company strictly complied with Stock Listing Rules and the
深圳南山热电股份有限公司 2017 年年度报告全文
requirements for the confidentiality of other insider information, adhered to the fair, just and open principle, respected the legitimate
rights and interests of investors under the premise of not violating laws and carefully fulfilled its responsibilities of investor relations
management.
7. Internal control system and standardized management: During the reporting period, in order to better meet the company's needs for
standardized governance and efficient operation, the company has revised some provisions of the articles of association in
accordance with relevant laws, administrative regulations, and regulatory documents and combining with the company’s actual
situation. The company has carried out special audits on internal control self-evaluation, internal regular audits and compensation
management, and the normalization of subordinate enterprises' businesses, and has taken active and effective measures to improve
the existing problems and deficiencies. In order to strengthen the financial management of the company, the company has revised the
management system of the “Permissions for Financial Approval and Payment Management Regulations”, “Main Accounting Policies
of the Company”, “Administrative Regulations on Travel Expenses and Business Hospitality Fees”, “Regulations on Fund
Management” and “Administrative Provisions on Expense Reimbursement”, strengthened the training and ideological education of
directors, supervisors, senior management personnel, and middle-level management cadres at all levels, and emphasized the
performance of duties according to law, standardized the words and deeds, and fought against corruption. The company has been
striving to prevent business management risks by continuously improving the internal control system, increasing the assessment and
rewards and punishments, and further improving the standardization of management.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for
listed Company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance
for listed Company from CSRC.
II. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
The Company has not controlling shareholder. The Company is completely independent in personnel, assets, finance, business, and
institutions and is able to make independent decision and operations.
1. Personnel independence: The Company has set up an independent human resource management system and compensation &
benefits systems. The general manager of the Company, all members of the management level, the board secretary and other senior
management staff are full-time executives and are paid remuneration by the Company and none of them takes other administrative
posts in shareholders. Within the amount approved by the Board, the Company independently hires or fires employees according to
the management needs. The Company has established a more perfect human resources management system, and has an independent
management right.
2. Assets independence: the Company has independent production facilities and auxiliary systems, land use rights, property rights,
office facilities and equipment. Within the range authorized by the board of directors and general shareholders’ meeting, the
Company has the powers of independent acquisition and disposition of assets.
3. Financial independence: The Company has independent financial management and accounting system, is equipped with
independent financial management and accounting personnel, and establishes a relatively sound financial management system,
independent bank account and tax accounts. Within the range authorized by the board of directors and shareholders’ meeting, the
Company can made independent financial decision and there are no substantial shareholders with financial management interference,
embezzlement of funds and other circumstances.
4. Business independence: the Company independently carries out production and business activities, has set up independent and
complete production, procurement, sales channels and management system. Within the range authorized by the board of directors and
shareholders’ meeting, the Company makes its own management decisions, carries out self management and takes full
深圳南山热电股份有限公司 2017 年年度报告全文
responsibilities for its own profits and losses.
5. Independent organization: The Company, in accordance with the needs of production, operation, management, followed modern
enterprise management standards and established a relatively sound organization and management structure. There were neither
interferences of shareholders in the establishment and operation of the neither Company nor organization structure shared between
shareholders and the Company.
III. Horizontal competition
□ Applicable √ Not applicable
IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Session of Ratio of investor Date of
Type Date Index of disclosure
meeting participation disclosure
Annual “Resolution Notice of Annual General Meeting
General 2016” No.:2017-025, published on “China
AGM 38.96% 2017-04-21 2017-04-22
Meeting of Securities Journal” “Securities Times” “Hong
2016 Kong Commercial Daily” and Juchao Website
First “Resolution Notice of First extraordinary
extraordinary general meeting of 2017”No.:2017-056,
Extraordinary
general 38.74% 2017-08-28 2017-08-29 published on “China Securities Journal”
general meeting
meeting of “Securities Times” “Hong Kong Commercial
2017 Daily” and Juchao Website
Second “Resolution Notice of Second extraordinary
extraordinary general meeting of 2017” No.:2017-072,
extraordinary
general 39.75% 2017-11-17 2017-11-18 published on “China Securities Journal”
general meeting
meeting of “Securities Times” “Hong Kong Commercial
2017 Daily” and Juchao Website
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
V. Responsibility performance of independent directors
1. The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting
Name of Times of Board Times of Times of Times of Absent the Times for
Times of Presence
independent meeting supposed attending by entrusted Absence Meeting for attending
深圳南山热电股份有限公司 2017 年年度报告全文
director to attend in the communication presence the second general
report period time in a row meeting
(Y/N)
Li Zheng 12 7 5 0 0 N
Wang Xiaodong 12 7 5 0 0 N
Wang Junsheng 12 7 5 0 0 N
Tang Tianyun 12 7 5 0 0 N
Pan Chengwei 12 6 5 1 0 N
Liao Nangang 13 6 5 2 0 N
Mo Jianmin 1 1 0 0 0 N
Chen Zetong 1 1 0 0 0 N
Explanation of absent the Board Meeting for the second time in a row
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
□ Yes √ No
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
Within the reporting period, in accordance with the Company Law, the Corporate Governance Guidelines, Guideline on the
Establishment of Independent Directors in Listed Companies, the Working System of Independent Directors, the Articles of
Association and other requirements of normative documents, and based on the spirit of independence, objectivity and the principle of
prudence, all independent directors of the Company conscientiously performed their duties, understood and paid attention to the
Company's business development, and deliberated and voted all resolutions submitted by the board of directors. Besides, by means of
their professional advantages in their respective fields, all independent directors deeply and prudently judged significant matters for
which the opinions of independent directors were necessary, delivered a written independent opinions and made recommendations to
safeguard the legitimate interests of the Company and all shareholders. The Board of Directors fully respected the performance of
duties by independent directors, attached great importance to and carefully accepted the views and recommendations of the
independent director. And there were no recommendations of independent directors not adopted.
VI. Duty performance of the special committees under the board during the reporting period
(i) Strategy and investment committee
1. Attending the meeting of the Board and shareholdres general meeting, well-knowed the production, operation and development of
the Company
In 2017, member of the strategy and investment committee attended the 13 meetings of the Board and 3 sharehodlers general
meetings, they careful review the comprehensive documents as Work Report of GM for year of 2016 and Business Management
深圳南山热电股份有限公司 2017 年年度报告全文
Plans for year of 2017, many proposals with assets restructuring and strategy issues as investment and development aswell as the
reports, performing the duties and offering advice and suggestions to the Board.
2. Convening a meeting of streategy and investment committee, review assets restructing and investment items and offering
sugesstion to the Board
(1) On 23 March 2017, the strategy and investment committee of 7th Board holds the 8th session of the meeting, deliberated and
approved proposal of investment in HCP heat-suppplying modifiation projects under the name of Shen Nan Dian (Dongguan)
Weimei Electric Power Co., Ltd and performance report of the strategy and investment committee of 7th Board for year of 2016. and
proposed professional opinions and suggestions.
(2) On 4 August 2017, the strategy and investment committee of 7th Board holds the 9th session of the meeting, deliberated and
approved the proposal of assets listing transfer of the #7, #9 units of Nanshan Power Plant, and proposed professional opinions and
suggestions.
(II) Audit Committee
1. Attending the meeting of the Board and shareholdres general meeting, well-knowed the production, operation and development of
the Company
In 2017, the members of the Audit Committee attended 13 Board meeting and 3 shareholders’ meeting, they careful review the
comprehensive documents as Work Report of GM for year of 2016 and Business Management Plans for year of 2017, the audit
report of the Company, internal control system and other relevant resolutions and reports, conscientiously fulfilled responsibilities
and created conditions of performing duties and providing recommendations to the Board.
2. Held meeting of Audit Committee and issued opinions on annual audit and other related matters.
(1) On March 1, 2017, the Audit Committee of the Seventh Board of Directors of the Company convened the 10th meeting to listen to
the communication matters between Ruihua Certified Public Accountants and the management during the 2016 annual audit,
discussed the important issues presented by the accountants in the process of auditing term by term, confirmed the opinions on the
handling of important issues, required the company to cooperate with the audit authority and complete the finalizing work of 2016
annual audit report in strict accordance with the requirements of the regulatory authorities, and made professional opinions and
suggestions.
(2) On March 24, 2017, the Audit Committee of the Seventh Board of Directors of the Company convened the 11 th meeting to
communicate with Ruihua Certified Public Accountants about the finalization of 2016 annual audit report, and listened to the
accounting firm's suggestions to the annual audit work, the deliberation reviewed and passed the Proposal for Reviewing 2016
Annual Internal Control Evaluation Report, the Proposal on the Company's Work Plan for 2017 Annual Internal Audit and Internal
Control, and the 2016 Duty Performance Report of the Audit Committee of the Seventh Board of Directors, and put forward
professional opinions and suggestions for the next year's work.
(3) On August 3, 2017, the Audit Committee of the Seventh Board of Directors of the Company convened the 12th meeting to listen
to the 2017 Semi-Annual Financial Settlement Report and review the Proposal for Reviewing the 2017 Semi-Annual Financial
Report and the Proposal for Revising Major Accounting Policies of the Company, and put forward professional opinions and
suggestions.
(4) On September 20, 2017, the Audit Committee of the Seventh Board of Directors of the Company convened the 13 th meeting by
means of voting by correspondence, reviewed and approved the Proposal on Renewing the 2017 Annual Auditing Institution and
Determining the Remuneration, and put forward professional opinions and suggestions.
(III) Nomination Committee
1. Attending the meeting of the Board and shareholdres general meeting, well-knowed the production, operation and development of
the Company
深圳南山热电股份有限公司 2017 年年度报告全文
In 2017, the members of the Audit Committee attended 13 Board meeting and 3 shareholders’ meeting, they careful review the
comprehensive documents as Work Report of GM for year of 2016 and Business Management Plans for year of 2017, and the
relevant proposals with the change of directors, senior executives and major events as staff changes, and review relevant
qualifications of the staffs and proposal suggestion to the Board.
2. Convened meeting of Nomination Committee deliberated the resolution on the replacement of directors and the appointment of
senior management and made recommendations to the Board of Directors.
(1) On March 23, 2017, the Nomination Committee of the seventh Board of Directors of the Company convened the 5th meeting,
reviewed and approved the 2016 Duty Performance Report of the Nomination Committee of the Seventh Board of Directors, and put
forward professional opinions and suggestions on the work of the next year.
(2) On August 11, 2017, the Nomination Committee of the seventh Board of Directors of the Company convened the 6 th meeting,
reviewed and approved the Proposal on Engaging the General Manager of the Company and the Proposal on Changing the Directors,
and put forward professional opinions and suggestions.
(3) On October 31, 2017, the Nomination Committee of the seventh Board of Directors of the Company convened the 7 th meeting by
means of voting by correspondence, reviewed and approved the Proposal on the Election of the Board of Directors of the Company,
and put forward professional opinions and suggestions.
(4) On November 17, 2017, the Nomination Committee of the eighth Board of Directors of the Company convened the 1st meeting,
reviewed and approved the Proposal on Engaging the General Manager of the Company, Proposal on Engaging the Secretary of the
Board of Directors of the Company, and Proposal on Engaging Others Senior Managers of the Company, and put forward
professional opinions and suggestions.
(IV) Remuneration and Appraisal Committee
1. Attending the meeting of the Board and shareholdres general meeting, well-knowed the production, operation and development of
the Company
In 2017, the members of Remuneration and Appraisal Committee attended 13 meetings of the Board of Directors and 3 general
shareholders’ meeting, they careful review the comprehensive documents as Work Report of GM for year of 2016 and Business
Management Plans for year of 2017 and resolutions related to the remuneration and distribution plan of the Company, supervised the
implementation of the Company's remuneration and made recommendations. The Remuneration and Appraisal Committee effectively
fulfilled its obligation of diligence and ensured that the Board of Directors of the Company would effectively control and supervise
the Company's management and supervisory board.
2. Held meeting of Remuneration and Appraisal Committee, deliberated the resolution on the provision and examination of annual
remuneration, incentive distribution plan and make recommendations for the Board of Directors
On March 23, 2017, the Remuneration and Appraisal Committee of the seventh Board of Directors of the Company convened the 5 th
meeting to listen to the Report on the Implementation of the 2016 Remuneration Withdrawal and Appraisal Program, reviewed and
approved the Proposal on the 2017 Remuneration Withdrawal and Appraisal Program, the Proposal for Rewarding the
Over-fulfillment in 2016, and the Duty Performance Report of the Remuneration and Appraisal Committee of the seventh Board of
Directors in 2016, and put forward professional opinions and suggestions for the next year's work.
VII. Works from Supervisory Committee
The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
深圳南山热电股份有限公司 2017 年年度报告全文
VIII. Examination and incentives of senior management
The Remuneration and Evaluation Committee of the Board is responsible for setting down and supervision implementation the
appraisal and remuneration system of Company managers and other senior management personnel to develop, established the
remuneration incentive mechanism liked with operation performance. At the beginning of the year, according to the annual operation
target, core tasks and post ranks of senior management, and in comprehensive consideration of the industrial and regional
remuneration level, research and determine the total amount of remuneration and the remuneration and appraisal standard of senior
management. After the year ends, determine the annual remuneration granting standard and incentive scheme in accordance with the
appraisal of completion of operation performance and in combination of the performance of duties of senior management.
IX. Internal Control
1. Details of major defects in IC appraisal report that found in reporting period
□ Yes √ No
Details of major defects in IC appraisal report that found in reporting period
No major defects being found during the appraisal period
2. Appraisal Report of Internal Control
Disclosure date of full internal control
2018-03-22
evaluation report
Disclosure index of full internal control “Audit report of internal control for year of 2017” published on Juchao Website
evaluation report (www.cninfo.com.cn)
The ratio of the total assets of units
included in the scope of evaluation
accounting for the total assets on the 100%
Company's consolidated financial
statements
The ratio of the operating income of units
included in the scope of evaluation
accounting for the operating income on the 100%
Company's consolidated financial
statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Major defects: under major operational Major defects: under major operational
activities, there are major defects in several activities, there are major defects in several
Qualitative criteria companies which are consolidated into the companies which are consolidated into the
preparation of financial statements, or preparation of financial statements, or
there are major defects in few of there are major defects in few of
深圳南山热电股份有限公司 2017 年年度报告全文
companies which are consolidated into the companies which are consolidated into the
preparation of financial statements but the preparation of financial statements but the
Company with major defect are the main Company with major defect are the main
one participating into such major operation one participating into such major operation
activities; activities;
Substantial defects: under major Substantial defects: under major
operational activities, there are substantial operational activities, there are substantial
defects in few of companies which are defects in few of companies which are
consolidated into the preparation of consolidated into the preparation of
financial statements, or there are moderate financial statements, or there are moderate
defects in several companies which are defects in several companies which are
consolidated into the preparation of consolidated into the preparation of
financial statements but the Company with financial statements but the Company with
major defect are the main on participating major defect are the main on participating
into such major operation activities; or into such major operation activities; or
there are moderate defects in few of there are moderate defects in few of
companies which are consolidated into the companies which are consolidated into the
preparation of financial statements but the preparation of financial statements but the
Company with moderate defect are the Company with moderate defect are the
main one participating into such major main one participating into such major
operation activities; operation activities;
General defects: under major operational
General defects: under major operational
activities, there are moderate defects in
activities, there are moderate defects in
few of companies which are consolidated
few of companies which are consolidated
into the preparation of financial statements,
into the preparation of financial statements,
and the Company with moderate defects is
and the Company with moderate defects is
not the main one participating into the
not the main one participating into the
major operational activities; or there are
major operational activities; or there are
only general defects in companies which
only general defects in companies which
are consolidated into the preparation of
are consolidated into the preparation of
financial statements; there are no internal
financial statements; there are no internal
control defects in major operational
control defects in major operational
activities and there are only internal
activities and there are only internal
control defects in minor operational
control defects in minor operational
activities.
activities.
Major defects: mistaken amount ≥total Major defects: amount of direct loss ≥total
assets in consolidated financial assets in consolidated financial statement
statement×0.5% ×0.5%
Quantitative standard
Substantial defects: total assets in Substantial defects: total assets in
consolidated financial consolidated financial statement×0.2%≤
statement×0.2%≤mistaken amount< total amount of direct loss< total assets in
assets in consolidated financial consolidated financial statement×0.5%
深圳南山热电股份有限公司 2017 年年度报告全文
statement×0.5%
General defect: amount of direct loss
