深圳南山热电股份有限公司 2015 年年度报告全文
深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd.
Annual Report 2015
Notice No.2016-012
1 April 2016
深圳南山热电股份有限公司 2015 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.
Chairman Yang Haixian, Managing Director Wu Dongxiang, CFO Huang Jian
and Manager of Financial Management Department Gan Baoshan 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.
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 dividend distributed, no bonus shares and
has no share converted from capital reserve either.
Net profit of the Company for the year 2014 and 2015 audited was continuous
negative, according to the relevant provisions of the Shenzhen Stock Exchange
Listing Rules, trading of the shares of the company will be implemented
delisting risk warning. The Company reminds investors to pay attention to risk,
prudent to make 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.
深圳南山热电股份有限公司 2015 年年度报告全文
Contents
Section I. Important Notice, Contents and Paraphrase ................................................................................................2
Section II Company Profile and Main Finnaical Indexes ...........................................................................................6
Section III Summary of Company Business ...................................................................................................................10
Section VII. Preferred Stock ...................................................................................................................................................59
Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees ....................60
Section X. Financial Report ....................................................................................................................................................87
Section XI. Documents available for Reference ...........................................................................................................87
深圳南山热电股份有限公司 2015 年年度报告全文
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.
Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian Dongguan Company Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Shenzhen Shennandian Turbine Engineering Technology
Shen Nan Dian Engineering Company Refers to
Co., Ltd.
Shen Nan Dian Envionment Protection
Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd.
Company
Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd
New Power Company Refers to Shenzhen New Power Industrial Co., Ltd.
Singapore Company Refers to Shen Nan Energy (Singapore) Co., Ltd.
Nanshan Power Factory of Shenzhen Nanshan Power Co.,
Nanshan Power Factory Refers to
Ltd.
Zhongshan Nam Long Power Plant of Shen Nan Dian
Zhongshan Nam Long Power Plant Refers to
(Zhongshan) Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian
Dongguan Gaobu Power Plant Refers to
(Dongguan) Weimei Electric Power Co., Ltd
Zhongshan Shenzhong Real Estate Investment Properties
Shenzhong Properties Company Refers to
Co., Ltd
Shenzhong Real Estate Development
Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd
Company
Syndisome Company Refers to Hong Kong Syndisome Co., Ltd.
Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Shen Energy Group Refers to Shenzhen Energy Co., Ltd.
Energy Group Refers to Shenzhen Energy Group Co., Ltd.
Guangju Industrial Refers to Shenzhen Guangju Industrial Co., Ltd.
Guangju Holding Refers to Shenzhen Guangju Investment Holding (Group) Co., Ltd.
Guangju Energy Refers to Shenzhen Guangju Energy Co., Ltd.
Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co., Ltd.
深圳南山热电股份有限公司 2015 年年度报告全文
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
Audit unit, Ruihua Refers to Ruihua Certified Public Accountant (LLP)
Dengheng, Perennial Legal Adviser Refers to Beijing City Deheng (Shenzhen) Law Firm
Jin Du, Special Legal Adviser Refers to Beijing City Jin Du (Shenzhen) Law Firm
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Regulatory Commission of China
Securities regulatory bureau Refers to
Securities Regulation Commission
SZ Stock Exchange， Exchange Refers to Shenzhen Stock Exchange
Company Law Refers to Company Law of The People’s Republic of China
Securities Law Refers to Securities Law of The People’s Republic of China
Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks
Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, the rest
RMB: Yuan, ten thousand Yuan Refers to
of the monetary unit is RMB Yuan, ten thousand Yuan
Reporting period Refers to 2015-1-1 to 2015-12-31
深圳南山热电股份有限公司 2015 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)
Name of the Company (in
Shenzhen Nanshan Power Co., Ltd.
English)
Short form of the Company
深南电
(in Chinese)
Legal representative Yang Haixian
Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province
Code for registrations add 518054
Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province
Codes for office add.
Company’s Internet Web Site http://www.nsrd.com.cn
E-mail public@nspower.com.cn; investor@nspower.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name 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. 0755-26948888 0755-26948888
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/
Preparation place for annual report Secretariat of the Board of Directors
深圳南山热电股份有限公司 2015 年年度报告全文
IV. Registration changes of the Company
Organization code 61881512-1
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 West side, 8/F,Time Technology Building, No. 7028, Shennan Blvd., Futian District, Shenzhen
Signing Accountants Ou Changxian, Li Fengxia
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
VI. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□ Yes √ No
2015 2014 Changes over last year 2013
Operating income (RMB) 1,345,018,210.71 1,234,101,547.84 8.99% 1,110,427,750.14
Net profit attributable to
shareholders of the listed -634,623,667.06 -330,513,284.99 92.01% 53,099,116.45
company(RMB)
Net profit attributable to
shareholders of the listed company
-737,614,969.81 -329,708,263.72 123.72% -76,950,773.70
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
386,451,706.09 571,263,982.13 -32.35% 482,279,180.11
operating activities(RMB)
Basic earnings per share
-1.05 -0.55 90.91% 0.09
(RMB/Share)
Diluted earnings per share
-1.05 -0.55 90.91% 0.09
(RMB/Share)
Return on Equity -77.38% -22.96% -54.42% -4.88%
深圳南山热电股份有限公司 2015 年年度报告全文
Changes over end of
End of 2015 End of 2014 End of 2013
last year
Total assets (RMB) 4,579,853,736.04 5,056,415,825.14 -9.42% 5,440,291,369.21
Net assets attributable to
shareholder of listed company 636,006,699.57 1,270,542,254.88 -49.94% 1,601,055,539.87
(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 258,686,630.32 391,870,606.86 379,682,013.49 314,778,960.04
Net profit attributable to
-88,448,771.06 -14,097,302.00 29,772,589.73 -561,850,183.73
shareholders of the listed company
Net profit attributable to
shareholders of the listed company
-89,502,281.74 -45,588,360.27 -39,952,894.33 -562,571,433.47
after deducting non-recurring gains
and losses
Net cash flow arising from
-80,257,201.83 399,112,501.02 98,133,253.03 -30,536,846.13
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
深圳南山热电股份有限公司 2015 年年度报告全文
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2015 2014 2013 Note
Gains/losses from the disposal of
Mainly for the loss on
non-current asset (including the write-off -298,030.53 -3,391,027.70 78,884,627.34
disposal of fixed assets
that accrued for impairment of assets)
Mainly for receiving
Governmental subsidy calculated into
the fuel consumption
current gains and losses(while closely
tax subsidies issued by
related with the normal business of the
72,711,942.26 3,641,201.54 9,032,973.54 Shenzhen Finance
Company, excluding the fixed-amount or
Committee from
fixed-proportion governmental subsidy
January 2009 to
according to the unified national standard)
March 2011.
Other non-operating income and expenditure
132,969.28 -1,851,619.50 394,766.69 -
except for the aforementioned items
Import VAT refunds for natural gas 43,717,420.50 0.00 37,570,075.58 -
Income from capacity transfer 0.00 0.00 72,930,000.00 -
Less: impact on income tax 108,009.54 121,393.78 20,699,535.10 -
Impact on minority shareholders’ equity
13,164,989.22 -917,818.17 48,063,017.90 -
(post-tax)
Total 102,991,302.75 -805,021.27 130,049,890.15 --
深圳南山热电股份有限公司 2015 年年度报告全文
Section III Summary of Company Business
I. Main businesses of the company in the reporting period
The primary business of the Company is the production and operation of the power and heat supply, the
technology consultation and service related to Power Plant (station). The Company has three wholly owned or
shareholding gas turbine Power Plants, with seven sets of 9E type gas and steam combined cycle generating units
and the total capacity at 1.26 million KW(including 3×180,000KW of Nanshan Power Factory, 2×180,000KW of
Zhongshan Nan Lang Power Plant and 2×180,000KW of Dongguan Gaobu Power Plant). All of these gas turbine
Power Plants are located in the power load center of Pearl River Delta and the main peaking power source of
regions located.
During the reporting period, the Company is mainly devoted to the gas steam combined cycle power generation.
Nanshan Power Factory and Zhongshan Nan Lang Power Plant are in the status of normal production and
operation, while Donguan Gaobu Power Plant was basically shut down in t
