ST南电Ｂ：2016年年度报告（英文版）.PDF

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1、1 深圳南山热电股份有限公司深圳南山热电股份有限公司 Shenzhen Nanshan Power Co.,Ltd.Annual Report 2016 Notice No.:2017-010 March 2017 1 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 ref

2、erred 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,pe

3、rson in charger of accounting works-Director and GM Wu Dongxiang,CFO Huang Jian and person in charge of accounting organ(chief accountants)-deputy GM Leng Jiwei(act for financial works)hereby confirm that the Financial Report of the annual report is authentic,accurate and complete.All directors are

4、attended the Board Meeting for report deliberation.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 Company has no plans of cash d

5、ividend distributed,no bonus shares and has no share converted from capital reserve either.The Companys audited net profits have a consecutively negative value in both 2014 and 2015 annual fiscal years,in accordance with relevant provisions of Rules Governing the Stock Listing in Shenzhen Stock Exch

6、ange,the Companys stock has been given a delisting risk warning since 5 April 2016.The 2 net profit attributable to shareholder of listed company for year of 2016,audited by Ruihua CPA(LLP)was 1,306,694,835.46 Yuan.We will apply for revocation of delisting risk warning to Shenzhen Stock Exchange whi

7、le this annual report released.Investors are advice to pay attention to risks for making rational investment decisions.The report has been prepared in both Chinese and English,for any discrepancies,the Chinese version shall prevail.Please read the full report seriously.3 Contents Section I Important

8、 Notice,Contents and Paraphrase.1 Section II Company Profile and Main Financial Indexes.6 Section III Summary of Company Business.10 Section IV Discussion and Analysis of the Operation.13 Section V Important Events.35 Section VI Changes in shares and particular about shareholders.75 Section VII Pref

9、erred Stock.80 Section VIII Particulars about Directors,Supervisors,Senior Executives and Employees.81 Section IX Corporate Governance.97 Section X Corporate-bond.108 Section XI Financial Report.108 Section XII Documents available for reference.1084 Paraphrase Items Refers to Contents Company,the Co

10、mpany,Shen Nan Dian Refers to Shenzhen Nanshan Power Co.,Ltd.Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian(Zhongshan)Electric Power Co.,Ltd.Shen Nan Dian Dongguan Company Refers to Shen Nan Dian(Dongguan)Weimei Electric Power Co.,Ltd Shen Nan Dian Engineering Company Refers to Shenzhen She

11、nnandian Turbine Engineering Technology Co.,Ltd.Shen Nan Dian Environment Protection Company Refers to Shenzhen Shen Nan Dian Environment Protection Co.,Ltd.Server Company Refers to Shenzhen Server Petrochemical Supplying Co.,Ltd New Power Company Refers to Shenzhen New Power Industrial Co.,Ltd.Sing

12、apore Company Refers to Shen Nan Energy(Singapore)Co.,Ltd.Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co.,Ltd.Zhongshan Nam Long Power Plant Refers to Zhongshan Nam Long Power Plant of Shen Nan Dian(Zhongshan)Electric Power Co.,Ltd.Dongguan Gaobu Power Plant Refer

13、s 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 Syndiso

14、me Company Refers to Hong Kong Syndisome Co.,Ltd.Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd.NAM HOI Refers to HONG KONG NAM HOI(INTERNATIONAL)LTD.Hong Kong Energy Refers to Shenzhen Energy(Hong Kong)International Co.,LTD.Shen Energy Group Refers to Shenzhen Energy Co.,

15、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 Invest

16、ment Holding Co.,Ltd.Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.China Gas Refers to China Gas Holdings Limited Oufuyuan Technology Refers to Shenzhen Oufuyuan Technology Co.,Ltd.5 Xingzhong Group Refers to Zhongshan Xingzhong Group Co.,Ltd.Independent financial a

17、dvisor,CMS Refers to China Merchants Securities Co.,Ltd.Appraisal institute,Pengxin Appraisal Refers to Shenzhen Pengxin Assets Appraisal Land&Real Estate Appraisal Co.,Ltd.Auditing institute,Ruihua CPA,Accounting Institute Refers to Ruihua Certified Public Accounts(LLP)问 DeHeng,permanent legal advi

18、sor Refers to Beijing DeHeng(Shenzhen)Law Offices King&Wood,legal adviser Refers to King&Wood Mallesons CSRC Refers to China Securities Regulatory Commission Securities regulatory bureau Refers to Shenzhen Securities Regulatory Commission of China Securities Regulation Commission SZ Stock Exchange,E

19、xchange Refers to Shenzhen Stock Exchange SOTCBB Refers to Shenzhen United Property And Share Rights Exchange Company Law Refers to Company Law of The Peoples Republic of China Securities Law Refers to Securities Law of The Peoples Republic of China Stock Listing Rules Refers to Rules Governing the

20、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 1

21、00 Million Yuan Reporting period Refers to The 1 January 2016 to 31 December 2016(Year of 2016)6 Section II Company Profile and Main Finnaical Indexes I.Company information Short form of the stock*ST Nan Dian,*ST Nan Dian B Stock code 000037,200037 Stock exchange for listing Shenzhen Stock Exchange

22、Name of the Company(in Chinese)深圳南山热电股份有限公司 Short form of the Company(in Chinese)深南电 Foreign name of the Company(if any)Shenzhen Nanshan Power Co.,Ltd.Legal representative Chairman Yang Haixian Registrations add.No.2097 Yueliangwan Avenue,Nanshan District,Shenzhen,Guangdong Province Code for registr

23、ations add 518054 Offices add.16/F-17/F,Hantang Building,OCT,Nanshan District,Shenzhen,Guangdong Province Codes for office add.518053 Companys Internet Web Site http:/ E-mail ; II.Person/Way to contact Secretary of the Board Rep.of security affairs Name Zhang Jie Jiang Yuanyuan Contact add.16/F-17/F

24、,Hantang Building,OCT,Nanshan District,Shenzhen,Guangdong Province 16/F-17/F,Hantang Building,OCT,Nanshan District,Shenzhen,Guangdong Province Tel.0755-26948888 0755-26948888 Fax.0755-26003684 0755-26003684 E-mail III.Information disclosure and preparation place Newspaper appointed for information d

25、isclosure China Securities Journal;Securities Times;Hong Kong Commercial Daily Website for annual report publish appointed by http:/ place for annual report Secretariat of the Board of Directors,17/F,Hantang Building,OCT,Nanshan District,Shenzhen,Guangdong Province IV.Registration changes of the Com

26、pany Organization code 61881512-1 Changes of main business since listing(if applicable)No changes Previous changes for controlling No changes 7 shareholders(if applicable)V.Other relevant information CPA engaged by the Company Name of CPA Ruihua Certified Public Accountant(LLP)Offices add.for CPA We

27、st side,8/F,Time Technology Building,No.7028,Shennan Blvd.,Futian District,Shenzhen 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

28、 performing continuous supervision duties in reporting period Applicable Not applicable Financial consultant Office address Enterpriser of the financial consultant Consistent supervision China Merchants Securities Co.,Ltd.38-45/F,A-Block,Jiangsu Building,Yitian Road,Futian District,Shenzhen Zhang Ji

29、ajun,Wang Xinyu 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 each 75 percent of equity stake of Shenzhong Property Company and Shenzhong Devel

30、opment 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 for accounting po

31、licy changed and accounting error correction or not Yes No 2016 2015 Changes over last year 2014 Operating income(RMB)1,574,088,977.85 1,345,018,210.71 17.03%1,234,101,547.84 Net profit attributable to shareholders of the listed Company(RMB)1,306,694,835.46-634,623,667.06-305.9%-330,513,284.99 Net p

32、rofit attributable to shareholders of the listed Company after deducting non-recurring gains and losses(RMB)-128,991,534.34-737,614,969.81-82.51%-329,708,263.72 Net cash flow arising from operating activities(RMB)926,321,325.40 386,451,706.09 139.70%571,263,982.13 Basic earnings per share(RMB/Share)

33、2.17-1.05-306.67%-0.55 Diluted earnings per share(RMB/Share)2.17-1.05-306.67%-0.55 Weighted average ROE -10.%-77.38%-87.08%-22.96%End of 2016 End of 2015 Changes over end of last year End of 2014 8 Total assets(RMB)4,363,703,614.03 4,579,853,736.04-4.72%5,056,415,825.14 Net assets attributable to sh

34、areholder of listed Company(RMB)1,942,713,902.92 636,006,699.57 205.45%1,270,542,254.88 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 C

35、hinese 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.Diff

36、erence 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 forei

37、gn 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 244,369,581.94 453,318,685.14 508,884,871.33 367,515,839.44 Net profit attributable to shar

38、eholders of the listed Company-46,283,508.47-10,171,237.77-7,704,809.93 1,370,854,391.63 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses-48,339,504.61-17,729,093.57-2,081,189.79-60,841,746.37 Net cash flow arising from operating activities

39、-53,539,090.49 237,219,365.82-49,499,810.18 792,140,860.25 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Companys quarterly report and semi-annual report Yes No 9 IX.Items and amounts of ext

40、raordinary profit(gains)/loss Applicable Not applicable In RMB Item 2016 2015 2014 Note Gains/losses from the disposal of non-current asset(including the write-off that accrued for impairment of assets)1,660,659,958.12-298,030.53-3,391,027.70 The investment income from selling 75%equity of Shenzhong

41、 Real Estate Development Company and Shenzhong Properties Company respectively Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company,excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified nati

42、onal standard)-2,463,841.18 72,711,942.26 3,641,201.54 Pursuit to the Notice of SJMXXDZ Zi2016 No.153,return part of the fuel consumption tax subsidies(counted from Jan.2009 to April 2010)Other non-operating income and expenditure except for the aforementioned items -965,906.07 132,969.28-1,851,619.

43、50 Refers to the fine for delaying payment disposal Import VAT refunds for natural gas-43,717,420.50-Less:impact on income tax 221,481,615.44 108,009.54 121,393.78 The income tax paid for the investment income from selling 75%equity of Shenzhong Real Estate Development Company and Shenzhong Properti

44、es Company respectively Impact on minority shareholders equity(post-tax)62,225.63 13,164,989.22-917,818.17 Total 1,435,686,369.80 102,991,302.75-805,021.27-Concerning the extraordinary profit(gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securitie

45、s 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

46、Applicable Not applicable 10 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 technic

47、al 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 Nan

48、lang 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 com

49、bined 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 2016,the total power generation of its subsidiary plants was up to 2393 million kwh,with a nearly

50、doubling year-on-year growth,completing 94.95 percent of its annual plan,among which,Nanshan Thermal Plant has generated electricity of 1328 million kwh,Shen Nan Dian Zhongshan Company has generated electricity of 532 million kwh,and Shen Nan Dian Dongguan Company has generated 533 million kwh.Besid