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
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, person 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 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.
The Company’s 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 Exchange \", the
Company's stock has been given a delisting risk warning since 5 April 2016. The
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 while 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.
Contents
Section I Important 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 Preferred 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…………………………………………...……..108
Paraphrase
Items Refers to Contents
Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.
Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian Dongguan Company Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Shen Nan Dian Engineering Company Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.
Shen Nan Dian 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 Nam Long Power Plant of Shen Nan Dian (Zhongshan)
Zhongshan Nam Long Power Plant Refers to
Electric Power Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan)
Dongguan Gaobu Power Plant Refers to
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.
Jiangxi Nuclear Power Company Refers to CPI Jiangxi Nuclear Power Co.,Ltd.
NAM HOI Refers to HONG KONG NAM HOI (INTERNATIONAL) LTD.
Hong Kong Energy Refers to Shenzhen Energy (Hong Kong) International Co.,LTD.
Shen Energy Group Refers to Shenzhen Energy Co., Ltd.
Energy Group Refers to Shenzhen Energy Group Co., Ltd.
Guangju Industrial Refers to Shenzhen Guangju Industrial Co., Ltd.
Guangju Holding Refers to Shenzhen Guangju Investment Holding (Group) Co., Ltd.
Guangju Energy Refers to Shenzhen Guangju Energy Co., Ltd.
Kehuitong Refers to Shenzhen Kehuitong Investment Holding Co., Ltd.
Paipu Technology Refers to Shenzhen Paipu Energy Technology Development Co.,LTD.
China Gas Refers to China Gas Holdings Limited
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.
Shenzhen Pengxin Assets Appraisal Land & Real Estate Appraisal
Appraisal institute, Pengxin Appraisal Refers to
Co., Ltd.
Auditing institute, Ruihua CPA, Accounting
Refers to Ruihua Certified Public Accounts (LLP)
Institute
问 DeHeng, permanent legal advisor Refers to Beijing DeHeng (Shenzhen) Law Offices
King & Wood, legal adviser Refers to King & Wood Mallesons
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Regulatory Commission of China Securities
Securities regulatory bureau Refers to
Regulation Commission
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
SOTCBB Refers to Shenzhen United Property And Share Rights Exchange
Company Law Refers to Company Law of The People’s Republic of China
Securities Law Refers to Securities Law of The People’s Republic of China
Rules Governing the Listing of Stocks on Shenzhen Stock
Stock Listing Rules Refers to
Exchange
Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, rest of the
RMB, in 10 thousand Yuan, 100 Million Yuan Refers to monetary unit is RMB Yuan, ten thousand Yuan, the 100 Million
Yuan
Reporting period Refers to The 1 January 2016 to 31 December 2016 (Year of 2016)
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
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
Shenzhen Nanshan Power Co., Ltd.
Company(if any)
Legal representative Chairman Yang Haixian
Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province
Code for registrations add 518054
Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province
Codes for office add.
Company’s Internet Web Site http://www.nsrd.com.cn
E-mail public@nspower.com.cn; investor@nspower.com.cn
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name 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/
Secretariat of the Board of Directors, 17/F, Hantang Building, OCT,
Preparation place for annual report
Nanshan District, Shenzhen, Guangdong Province
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 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
38-45/F, A-Block,
underlying assets of sale of substantial assets, that
China Merchants Jiangsu Building, Yitian
Zhang Jiajun, Wang Xinyu each 75 percent of equity stake of Shenzhong
Securities Co., Ltd. Road, Futian District,
Property Company and Shenzhong Development
Shenzhen
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 policy changed and accounting
error correction or not
□ Yes √ No
2016 2015 Changes over last year
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 1,306,694,835.46 -634,623,667.06 -305.9% -330,513,284.99
Company(RMB)
Net profit attributable to
shareholders of the listed Company -82.51%
-128,991,534.34 -737,614,969.81 -329,708,263.72
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
926,321,325.40 386,451,706.09 139.70% 571,263,982.13
operating activities(RMB)
Basic earnings per share
2.17 -1.05 -306.67% -0.55
(RMB/Share)
Diluted earnings per share
2.17 -1.05 -306.67% -0.55
(RMB/Share)
Weighted average ROE -10.% -77.38% -87.08% -22.96%
End of 2016 End of 2015 Changes over end of last End of 2014
year
Total assets (RMB) 4,363,703,614.03 4,579,853,736.04 -4.72% 5,056,415,825.14
Net assets attributable to
shareholder of listed Company 1,942,713,902.92 636,006,699.57 205.45% 1,270,542,254.88
(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 244,369,581.94 453,318,685.14 508,884,871.33 367,515,839.44
Net profit attributable to
shareholders of the listed -46,283,508.47 -10,171,237.77 -7,704,809.93 1,370,854,391.63
Company
Net profit attributable to
shareholders of the listed
-48,339,504.61 -17,729,093.57 -2,081,189.79 -60,841,746.37
Company after deducting
non-recurring gains and losses
Net cash flow arising from
-53,539,090.49 237,219,365.82 -49,499,810.18 792,140,860.25
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 2016 2015 2014 Note
The investment income from
Gains/losses from the disposal of selling 75% equity of
non-current asset (including the Shenzhong Real Estate
1,660,659,958.12 -298,030.53 -3,391,027.70
write-off that accrued for impairment Development Company and
of assets) Shenzhong Properties
Company respectively
Governmental subsidy calculated into
Pursuit to the Notice of
current gains and losses(while
SJMXXDZ Zi[2016] No.153,
closely related with the normal
return part of the fuel
business of the Company, excluding -2,463,841.18 72,711,942.26 3,641,201.54
consumption tax subsidies
the fixed-amount or fixed-proportion
(counted from Jan. 2009 to
governmental subsidy according to
April 2010)
the unified national standard)
Other non-operating income and
Refers to the fine for delaying
expenditure except for the -965,906.07 132,969.28 -1,851,619.50
payment disposal
aforementioned items
Import VAT refunds for natural gas - 43,717,420.50 -
The income tax paid for the
investment income from
selling 75% equity of
Less: impact on income tax 221,481,615.44 108,009.54 121,393.78 Shenzhong Real Estate
Development Company and
Shenzhong Properties
Company respectively
Impact on minority shareholders’
62,225.63 13,164,989.22 -917,818.17
equity (post-tax)
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 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
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 2016, the total power generation of its subsidiary plants was up to 2393
million kwh, with a nearly 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.
Besides the primary business in power generation, the Company actively developed businesses in related areas.
Shen Nan Dian Engineering Company, an affiliate enterprise of the Company, has been expanding its business
scope in technical advice and technical services of gas turbine power plant construction projects at home and
abroad. Shen Nan Dian Environment Protection Company is devoted to sludge drying for sewage treatment plant
by utilizing the residual heat of gas turbine power generation, which reduces the volume of sludge, achieves
harmless treatment and comprehensive utilization of resources.
During the reporting period, in order to reduce operation burden and relieve the capital stress, strive for turn losses into gains of the
business in 2016, with the principle of maintaining main business of the company and disposal of non-power assets at priority, the
Company has implemented the sale of substantial assets that each 75 percent of equity stake of Shenzhong Property Company and
Shenzhong Development Company held by the Company, and completed the procedure of industrial and commercial registration of
changes.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
The Company selling 75% equity of Shenzhong Real Estate Development Company and Shenzhong Properties
Monetary fund
Company respectively in the Period, received the equity transfer money and pay back the loans of banks
Account
Received the generation subsidy receivable for previous years
receivable
After selling the equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company
Other account
respectively, the two enterprises are no long in consolidate range since 19 December 2016, thus there was an
receivable
intercourse funds 356.286 million Yuan receivable from Shenzhong Real Estate Development Company
Advance
The money of natural gas paid in advance for CNOOC increased in the Year
payment
After selling the equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company
Inventory respectively, the two enterprises are no long in consolidate range since 19 December 2016, thus the inventory
decrease the land development cost 583.1276 million Yuan over that of last year
Equity assets N/A
Fixed assets N/A
Intangible assets N/A
Construction in
N/A
process
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. There are still a certain survival and development space for gas turbine power generation. Although the profit of gas generator set
has been declining these years and there are many uncertainties remaining in future, gas turbine generation units feature excellent
peak load regulation performances and gas generation has a great effect on environment protection and reducing emission. Therefore,
no matter from its important role played in power grid emergency load and regional security, or the requirements based on
environment protection, gas generator sets still have an indispensable status in most developed coastal cities in china. The Company
shall play its unique role in gas generation industry of Guangdong province, actively seeking for a greater survival space for gas
generation enterprises.
2. Power generation enterprises feature regional superiority. The subsidiaries, Nanshan Thermal Power Plant, Zhongshan Nanlang
Power Plant and Dongguan Gaobu Power Plant are all located in the power load center of Pearl River Delta area, which are the main
peaking power supply.
3. Excellent professional and technical personnel. Over more than twenty years of development, the Company has recruited and
trained a group of technical specialists and professionals with extensive experiences in gas turbine power plant construction and
operation management, who are able to provide professional services in terms of technical consulting and training at the basis of
ensuring safe and stable operation of the power generation units of the Company. Shen Nan Dian Engineering Company has provided
professional services in terms of technical consulting, commission and security operations for more than ten gas turbine station at
home and abroad. The training center of the Company has conducted technical personnel trainings for more than ten domestic and
overseas power plants, which has been regarded as a well-known training base within the gas turbine industry and it also has
established a sound reputation and professional brand image within industry.
4. A sound corporate governance structure. As a listed company with more than twenty years of history, the Company has established
and kept improving its modern enterprise management system, and it also has comparatively mature and standardized corporate
governance structure and relatively simplified management organization structure. Meanwhile, the Company has set up an individual
audit department being responsible for internal control and auditing, risk prevention, so as to supervise and urge all the departments
and the subsidiaries to further standardize operation procedure, avoid the risk of management and governance.
Section IV Discussion and Analysis of the Operation
1. Introduction
In 2016, our country has pushed forward steadily supply side structural reform and has introduced a series of polices and measures
for achieving stabilized growth, adjusting structure and increasing benefits in succession. We have made a positive progress in terms
of DE-Capacity of Industry, reducing costs and improve weakness, and the industrial product has presented a trend of getting stable
slowing, making progress and improving quality in the state of steady.
In 2016, the economic operation of Guangdong province was generally smooth and steady and the growth of power demand has been
going up steadily, the annual electricity consumption of the whole society reached around 560.8 billion kwh, with a year-on-year
growth of 5.6 percent, the purchased quantity of electricity was about 172.5 billion kwh, with a year-on-year growth of 1.47 percent.
For the reason that the growth of purchased electricity has continued to rise, in addition, new generator units have been gradually put
into operation and the electricity capacity was relatively surplus and excess, the demands on gas turbine peak power has been
dramatically decreased, the gas turbine power generation has still been restricted widely.
Since the net margins of shareholders of the listed company audited in the year of 2014 and 2015 in succession were negative, the
Company was warned that its stock exchange was suffering withdrawal risks. If the Company was unable to turn losses into gains in
2016, the listing of its stocks shall be suspended. In face of the severe operation situation, the Company has integrated all the powers
and various resources, explored internal potentials, sought for external supports and taken active and effective measures to increase
incomes and reduce expenditures. First, we should pay much attention to the safe, environment friendly and economic operation of
the subsidiary power plants, to maximize the quantity of the electricity supply; second, we should increase the communications with
relevant governmental departments and financial institutions, striving for favorable subsidy policies and financial terms, so as to
improve management performances and ensure the security of capital chain; third, we should further enhance internal standardized
operation and elaborate management, exercise strict control over various controllable cost, in order to constantly enhance overall
performances and getting operation and management risks effectively controlled; forth, the sale of substantial assets shall be
conducted in line with the related laws and rules, and each 75 percent of equity stake of Shenzhong Property Company and
Shenzhong Development Company held by the Company should be transferred by public listing and auction in Shenzhen Stock
Exchange, and we have achieved revenues beyond expectation.
In 2016, the total quantity of electricity generated by the subsidiary three power plants was up to 2393 million kwh, with a nearly
doubling year-on-year growth, completing 94.95 percent of its annual plan,. In the year of 2016, the total business incomes of the
Company reached RMB 1574.089 million, the net margins of shareholders of the listed company was RMB 1306.6948 million, with
earnings per share of RMB 2.17.
II. Main business analysis
1. Introduction
Found more in I. Introduction in Section IV Discussion and Analysis of the Operation
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2016
Increase/decreas
Ratio in operation Ratio in operation e y-o-y
Amount Amount
revenue revenue
Total operation
1,574,088,977.85 100% 1,345,018,210.71 100% 17.03%
revenue
Industry classification
Energy industry 1,502,944,465.07 95.48% 1,278,682,161.32 95.07% 17.54%
Engineering
19,212,605.91 1.22% 9,296,792.72 0.69% 106.66%
service
Sludge drying 49,307,473.68 3.13% 55,241,083.22 4.11% -10.74%
Other business 2,624,433.19 0.17% 1,798,173.45 0.13% 45.95%
Product classification
Electricity sales 1,502,944,465.07 95.48% 814,675,667.29 60.57% 84.48%
Fuel sales - 0.00% 464,006,494.03 34.50% -100.00%
Engineering
19,212,605.91 1.22% 9,296,792.72 0.69% 106.66%
service
Sludge drying 49,307,473.68 3.13% 55,241,083.22 4.11% -10.74%
Other business 2,624,433.19 0.17% 1,798,173.45 0.13% 45.95%
By region
Domestic 1,574,088,977.85 100.00% 1,335,721,417.99 99.31% 17.85%
overseas - - 9,296,792.72 0.69% -100.00%
(2) About the industries, products, or regions accounting for over 10% of the Company’s operating
income or operating profit
√Applicable □ Not applicable
Does the Company need to comply with the disclosure requirements of the special industry
No
In RMB
Increase/de Increase/d
Increase/d
Gross crease of ecrease of
ecrease of
Operating revenue Operating cost profit operating gross
operating
ratio revenue profit ratio
cost y-o-y
y-o-y y-o-y
Industry classification
Energy industry 1,502,944,465.07 7.50% 17.54% 3.644% 20.33%
1,390,170,289.38
Engineering service 19,212,605.91 16,154,164.10 15.92% 106.66% 73.81% 15.89%
Sludge drying 49,307,473.68 36,078,144.72 26.83% -10.74% -10.67% -0.06%
Product classification
Electricity sales 1,502,944,465.07 1,390,170,289.38 7.50% 84.48% 41.57% 28.04%
Fuel sales - - - -100.00% -100.00% -0.72%
Engineering service 19,212,605.91 16,154,164.10 15.92% 106.66% 73.81% 15.89%
Sludge drying 49,307,473.68 36,078,144.72 26.83% -10.74% -10.67% -0.06%
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 2016
y-o-y
Sales volume TWh 23.53 12.75 84.55%
Electric Power Output TWh 23.53 12.75 84.55%
Storage TWh 0 0
Reasons for y-o-y relevant data with over 30% changes
√Applicable □Not applicable
1. Dongguan Gaobu Power Plant, a subsidiary of Shen Nan Dian Dongguan Company, that is the holding subsidiary of the Company,
failed to complete the examination and approval of the gas and steam combined cycle power generation project and forced to stop
power generation in 2015, so the annual on-grid energy was only 4 million kwh. On Jan. 14th of 2016, the Company has received the
reply letter concerning the approval of gas and steam combined cycle power generation project of Gaobu gas power plant from the
Development and Reform Commission of Guangdong province, (No.: YFGNDH[2016] 140), and finally got the approval of the
2×180 MW gas and steam combined cycle power generation project of Dongguan Gaobu Power plant, a subsidiary of Shen Nan Dian
Dongguan Company. After that, Shen Nan Dian Company, the power dispatching control center of Guangdong Power Grid Co., Ltd,
and Guangdong Power Grid Co.,Ltd. Have signed the following agreements: Integrating Gaobu Power Plant 2×180 MW Generator
units with Guangdong Electric Power System Grid-tied Dispatching Agreement, Dongguan Gaobu Power Plant 2×(120+60) MW
Generator Units Grid-tired Agreement, Temporary Purchasing and Selling Electricity Contract of Gaobu Power Plant No. 1-4
Generator Units (2×180 MW), and it also gained the electricity power business license presented by China Southern Supervision
Bureau of National Energy Administration on Mar.7th , among which, two sets of 9E generator units has been put into generation
production in March of 2016. Therefore, the on-grid energy has been dramatically increased to 530 million kwh in the year of 2016.
2. Nanshan Thermal Power Plant, a subsidiary of the Company, has made a great effort to increase electricity energy generation, with
on-grid energy up to 1294 million kwh, a year-on-year growth of 63.80 percent.
(4) Fulfillment of the Company’s signed significant sales contracts up to this reporting period
√Applicable □Not applicable
①In January 2013, the Company, together with its controlling subsidiary, New Power Company, signed a five-year National Gas
Sale Contract with Guangdong Trade Branch of CNOOC Gas and Power LTD, which is under implementation presently.
②In December 2013, the Company, together with its controlling subsidiary, 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.
③In May 2014, the Company, together with its controlling subsidiary, 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
2016
Ratio in Increase/decre
Industries Item Ratio in
Amount operation Amount ase y-o-y
operation cost
cost
Power, heat
Energy industry 1,390,170,289.38 96.35% 1,442,642,470.28 96.64%
supply -3.64%
Engineering Engineering
16,154,164.10 1.12% 9,294,049.21 0.62%
service cost 73.81%
Sludge drying
Other business 36,576,521.70 2.53% 40,878,293.01 2.74%
etc. -10.52%
In RMB
2016
Ratio in Ratio in Increase/decreas
Products Item
Amount operation Amount operation e y-o-y
cost cost
Power
Electricity sales 1,390,170,289.38 96.35% 981,979,766.20 65.78%
supplying 41.57%
Fuel sales Fuel supplying - - 460,662,704.08 30.86% -100.00%
Engineering Engineering
16,154,164.10 1.12% 9,294,049.21 0.62%
service cost 73.81%
Sludge
Sludge drying 36,078,144.72 2.50% 40,385,299.14 2.71%
treatment -10.67%
Other business Leasing 498,376.98 0.03% 492,993.87 0.03% 1.09%
(6) Whether the changes in the scope of consolidation in Reporting Period
√Yes □ No
On Nov. 22nd of 2016, the Company had the second temporary assembly of the shareholder in 2016, and the proposal concerning the
sale of each 75 percent of equity stake of Shenzhong Property Company and Shenzhong Development Company held by the
Company have been discussed and approved. After the procedure of examination and approval, the Company and all relevant parties
actively carried out schemes of the sales of these substantial assets. On Dec. 19th, 2016, the Company and the transferee completed
the industrial and commercial registration of changes and other relevant handing over procedures for this share transfer. Shenzhong
Property Company and Shenzhong Development Company was no longer included in the corporate consolidate scope from the date
of Dec. 19th, 2016.
(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) 1,569,313,022.23
Proportion in total annual sales volume for top five clients 99.70%
Sales of related parties in annual sales from top five clients 0.00%
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Shenzhen Power Supply Bureau Co., Ltd. 826,545,155.23 52.51%
2 Guangdong Power Grid Co., Ltd. 676,301,466.67 42.96%
3 Shenzhen Municipal Water Affairs Bureau 49,307,473.68 3.13%
4 China Machinery Engineering Corporation 14,137,305.83 0.90%
5 Tianchen Corp. China (TCC) 3,021,620.82 0.19%
Total -- 1,569,313,022.23 99.70%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 1,164,971,633.83
Proportion in total annual purchase amount for top five suppliers 96.42%
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 Trade branch of China National Offshore Oil
1 819,130,522.72 67.79%
& Gas Corporation
Zhuhai Trade branch of China National Offshore Oil & Gas
2 165,929,660.33 13.73%
Corporation
3 Dongguan ENN Gas Co., Ltd. 109,706,883.75 9.08%
4 Guangzhou Yuanxiang Gas Co., Ltd. 55,119,884.20 4.56%
5 ENN Energy Trading Co., Ltd. 15,084,682.83 1.25%
Total -- 1,164,971,633.83 96.42%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decreas
2016 2015 Note of major changes
e y-o-y
Sales More expenses of dry sludge disposal from controlling
5,563,192.84 4,040,925.95 37.67%
expense subsidiary Shen Nan Dian Environment Protection Company
In 2015, generator of the controlling subsidiary - Shen Nan
Managemen Dian Dongguan Company has shutdown, the cost of main
105,626,259.83 152,448,251.49 -30.71%
t expense business was transferred to management expenses that is
57.1684 million Yuan.
Financial
174,062,078.28 230,684,786.65 -24.55% Financial expenses declined due to the drops in loan size
expense
4. R&D expenses
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2016 2015 Y-o-y changes
Subtotal of cash in-flow from
2,896,291,783.56 2,143,467,256.56 35.12%
operation activity
Subtotal of cash out-flow from
1,969,970,458.16 1,757,015,550.47 12.12%
operation activity
Net cash flow from operation
926,321,325.40 386,451,706.09 139.70%
activity
Subtotal of cash in-flow from
837,562,474.15 168,095.41 498,166.12%
investment activity
Subtotal of cash out-flow from
17,248,786.24 34,810,055.92 -50.45%
investment activity
Net cash flow from investment
820,313,687.91 -34,641,960.51 -2,467.98%
activity
Subtotal of cash in-flow from
2,244,504,173.08 3,591,160,000.00 -37.50%
financing activity
Subtotal of cash out-flow from
3,618,420,697.50 3,495,492,578.29 3.52%
financing activity
Net cash flow from financing
-1,373,916,524.42 95,667,421.71 -1,536.14%
activity
Net increased amount of cash
373,155,847.80 447,831,523.04 -16.67%
and cash equivalent
Main reasons for y-o-y major changes in aspect of relevant data
√Applicable □ Not applicable
(1) The cash inflow from operation activities rose by 35.12%, mainly because income from power-selling increased due to the
increase of power generation in the Year, and the first debt repayment fund received from Oufuyuan Technology for selling equity of
the Shenzhong Properties Company and Shenzhong Real Estate Development Company
(2) The cash outflow from operation activities rose by 12.12%, mainly because the purchase cost of natural gas increased due to the
soaring of power generation in the Year;
(3) The net cash flow from operation activities rose by 139.70%, mainly because income from power-selling increased due to the
increase of power generation in the Year, and the first debt repayment fund received from Oufuyuan Technology for selling equity of
the Shenzhong Properties Company and Shenzhong Real Estate Development Company;
(4) The cash inflow from investment activities rose by 498,166.12%, 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 the Year;
(5) The cash outflow from the investment activities reduced by 50.45%, mainly due to the transformation costs of generator unit from
subordinate power plant are declined on a y-o-y basis;
(6) The net cash flow from investment activities increased 855 million Yuan 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 the Year;
(7) The cash inflow of financing activities reduced by 37.5%, mainly due to the drops in loan size in the Year;
(8) The cash outflow of financing activities rose by3.52%, mainly because the money pay back in the Year increased;
(9) The net cash flow from financing activities reduced 1470 million Yuan on a y-o-y basis, mainly because the loans pay back in the
Year increased;
(10) The net of cash and cash equivalents reduced by 16.67%, mainly because the amount of cash flow arising from financing
activities decreased over the 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
During the period, net cash flow arising from operation activates amounting to 926 million Yuan, and the net profit of the Year was
1307 million Yuan. Main reason for the difference between the two numbers: the investment income, generated from selling 75%
equity of Shenzhong Properties Company and Shenzhong Real Estate Development Company respectively, is the main sources of the
net profit in the Year, which is not affecting the net cash flow arising from operation activities.
III. Analysis of the non-main business
√Applicable □ Not applicable
In RMB
Ratio in total Whether be
Amount Note
profit sustainable
1,658,648,377.50 111.43% Investment income from selling 75% equity of N
Shenzhong Properties Company and Shenzhong
Investment income
Real Estate Development Company respectively
in the Period
Changes in fair - - - -
value
18,826,564.42 1.26% Bad debt losses, loss on inventory and N
Asset impairment impairment loss of fixed assets are incurred by the
Company
16,417,353.54 1.10% In line with notifications of No. N
SJMXXDZ[2016]115 and No. SJMXXDZ[2016]
273 from Shenzhen economy and trade and
information commission and Shenzhen financial
committee, the Company gained access to the
Non-operating electricity generation subsidies respectively for
income the year of 2014 and 2015. In addition, according
to the notification of No. YFGJGH[2015]221 by
Guangdong Development and Reform
Commission, Guangdong Economic and
Information Committee and Guangdong
provincial financial department, Shen Nan Dian
Dongguan Company and Shen Nan Dian
Zhongshan Company, the holding subsidiaries of
the Company, have respectively extracted gas and
fuel oil processing subsidies.
Non-operating 1,255,054.91 0.08% Refers to the overdue fine and disposal losses of N
expenditure fixed assets
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2016 End of 2015
Ratio
Ratio in total Ratio in total Notes of major changes
Amount Amount changes
assets assets
The first debt repayment fund
and equity transfer money
received from Oufuyuan
Technology for selling 75%
Monetary fund 1,415,550,406.02 32.44% 1,026,626,480.06 22.42% 10.02% equity of the Shenzhong
Properties Company and
Shenzhong Real Estate
Development Company
respectively
Account Generation subsidy receivable
166,808,672.42 3.82% 405,391,442.85 8.85% -5.03%
receivable for previous year
Shenzhong Real Estate
Development Company and
Shenzhong Properties Company
are no longer included in the
scope of consolidated since 19
Other account December 2016 after equity of
395,804,901.21 9.07% 30,685,319.69 0.67% 8.40%
receivable the two companies are sold,
receivable intercourse funds
356.286 million Yuan from
Shenzhong Real Estate
Development Company
increased
Shenzhong Real Estate
Development Company and
Inventory 80,684,079.57 1.85% 672,683,049.42 14.69% -12.84% Shenzhong Properties Company
are no longer included in the
scope of consolidated since 19
December 2016 after equity of
the two companies are sold, thus
the inventory reduced land
development costs over that of
last year with 583.1276 million
Yuan
Investment
2,998,577.91 0.07% 3,194,715.51 0.07% 0.00%
property
The investment income
Long-term equity
20,305,064.18 0.47% 22,520,274.78 0.49% -0.02% recognized under equity method
investment
are declined
The accumulated depreciation
Fix assets 1,544,562,696.68 35.40% 1,667,494,083.42 36.41% -1.01%
increased in the Period
Construction in
8,008,476.13 0.18% 8,473,276.90 0.19% -0.01%
process
Short-term loans 796,840,000.00 18.26% 2,385,300,000.00 52.08% -33.82% Loan repayment
Long-term loans 343,900,000.00 7.88% 696,000,000.00 15.20% -7.32% Loan repayment
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
V. Investment
1. Overall situation
In January 2010, the Company invested to CPI Jiangxi Nuclear Power Co., Ltd. in nuclear power project and holds 5% stake. As to
the end of the reporting period, the investment of the Company amounted to RMB 59, 315,000. The preparatory work of the project
is in progress.
2. The major equity investment obtained in the reporting period
□ Applicable √ Not applicable
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The Company had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
The Company has no derivatives investment in the 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
2. Sales of major equity
√Applicable □ Not applicable
The net
profits
contributed The Does the plan
The
to the listed proportion implemented on
ownership
company by of the net schedule or not,
of property
Transaction the equity profits that Related The explain the
rights that
Equity for The date of price (in 10 from the Impact on the equity- Pricing transaction association reasons and Date of Index of
Counterparty involved
sale sale thousand beginning the Company for -sale principle confirmed with the countermeasures disclosure disclosure
has
Yuan) of current contributed (Y/N) counterparty the Company
transferred
period to to the listed have taken for
totally
the date of company in not implemented
(Y/N)
sale(in 10 total profits on schedule
thousand
Yuan)
Shenzhen 75% equity of 19 December 103,000.00 166,086.36 This 127.10% The pricing of N Not Y Y 13 Aug. Found more
Oufuyuan Shenzhong 2016 ( the transaction underlying applicable 2016, 29 in the Notice
Technology Properties change of was aimed at asset in this Aug. released on
Co., Ltd. Company and industry & optimizing trade was 2016, 7 China
Shenzhong commerce business based on Sept. Securities
Real Estate registration structure, underlying 2016, 19 Journal,
Development have easing the asset value Sept. Securities
Company completed capital assessed by 2016, 23 Times, Hong
respectively between the pressures Pengxin Sept. Kong
held by the Company and appraisal 2016, 18 Commercial
Company and improving Co.,Ltd. with Oct. 2016, Daily and
Oufuyuan asset quality securities 16 Nov. Juchao
Technology) by sale of the business 2016, 23 Website,
property qualification, Nov. 2016, with notice
enterprise and the final 1 Dec. no. of the
share result of 2016 and follow:
irrelevant to publicly listed 24 Dec. 2016-049,
main and bidding in 2016 2016-063,
business of Shenzhen 2016-068,
the Stock 2016-074,
Company, so Exchange was 2016-077,
as to seek regarded as its 2016-078,
precious trade pricing. 2016-079,
time and 2016-084,
space for 2016-102,
sustainable 2016-103,
operation, 2016-104,
protect the 2016-107,
interests of 2016-113,
the listed 2016-114,
company and and
the investors. 2016-116
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 Register Operating Operating
Type Total assets Net Assets Net profit
name business capital revenue profit
Technology
development
regarding to
application
of remaining
heat
(excluding
restricted
items) and
New Power RMB 113.85 311,287,062. 133,757,927. 449,185,377. 96,756,817.8 96,756,817.8
Subsidiary power
Company million 28 7 9 4
generation
with
remaining
heat. Add:
power
generation
through
burning
machines.
Oil product
trading, spare
Singapore US $ 0.9 345,805,619. 343,313,992. -1,987,941.0
Subsidiary part of the 989,594.51 1,291,165.56
Company million 61 93
gas turbine
agent
Self-operatio
n of fuel oil
or import
agent
business;
Trading(man
Server ufacture, RMB 53.3 144,518,753. 105,264,615. -4,805,790.9 -4,810,939.8
Subsidiary 1,117,803.02
Company storage and million 98 68 2
transportatio
n excluded)
of diesel,
lubricating,
liquefied
petroleum
gas, natural
gas,
compressed
gas &
liquefied gas
and chemical
products(che
mical hazard
excluded);
investment,
construction
and technical
assistance of
relevant
supporting
facility of
liquefied
petroleum
gas and
natural gas;
import and
export of
cargo and
technologies,
domestic
trading(mono
polized
commodity
and
commodity
under special
government
control
excluded);
leasing
business.
Licensing
project: fuel
oil
warehousing
(refined oil
products
excluded);
ordinary
freight, cargo
specific
transportatio
n (container)
and cargo
specific
transportatio
n (pot-type)
Engaged in
the
technology
consultant
service of
gas-steam
combined
cycle power
plant
(station),
maintenance
and overhaul
of running
Shen Nan
equipment
Dian RMB 10 20,060,292.0 19,212,605.9 -14,768,354. -14,694,974.
Subsidiary for gas-steam 13,234,696.7
Engineering million 8 1 9
combined
Company
cycle power
plant
(station).
Import and
export of
goods and
technology
(excluding
distribution
and
monopolized
commodity
of the State)
power
generation by
Shen Nan
burning
Dian RMB 746.8 746,455,056. -46,963,290. 338,703,167. -58,775,471. -51,801,356.
Subsidiary machines,
Zhongshan million 09 90 36 73
power
Company
generation by
remaining
heat, power
supply and
heat supply
(excluding
pipeline
network of
heat supply),
lease of dock
and oil
storage
(excluding
oil products,
dangerous
chemicals
and
inflammable
and
explosive
materials).
Shen Nan Construction
Dian and operation US $ 35.04 795,597,431. 129,413,881. 338,873,481. -37,960,593. -36,706,275.
Subsidiary
Dongguan of natural gas million 98 19 38 86
Company power plants.
Shen Nan
Dian
Sludge RMB 79 129,180,549. 93,459,459.6 49,309,268.5
Environment Subsidiary 3,669,490.85 7,213,955.18
drying million 46 6
Protection
Company
Development
, building &
operating and
management
of the
nuclear
power
project;
producing
Jiangxi electricity
and relevant
Nuclear Joint stock products; RMB 3,304,320,18 1,167,270,00
/ / /
Power Company foreign trade 1167.27 4.76 0.00
operation;
Company development, million
construction
and operation
management
of the PV
power
generation
project,;
(projects
with
approvals in
the Law,
business
should be
operated
after relevant
authorities
department
approved)
Subsidiary disposes and acquired in the period
√Applicable □ Not applicable
Name Way of acquired and disposed Impact on overall production operations and performance
This transaction was aimed at optimizing business structure, easing the
Shenzhong Transfer 75% equity of Shenzhong capital pressures and improving asset quality by sale of the property
Properties Properties Company by public enterprise share irrelevant to main business of the Company, so as to seek
Company listing and action on SOTCBB precious time and space for sustainable operation, protect the interests of
the listed company and the investors.
This transaction was aimed at optimizing business structure, easing the
Shenzhong Real Transfer 75% equity of Shenzhong
capital pressures and improving asset quality by sale of the property
Estate Real Estate Development Company
enterprise share irrelevant to main business of the Company, so as to seek
Development by public listing and action on
precious time and space for sustainable operation, protect the interests of
Company SOTCBB
the listed company and the investors.
Explanation on main controlling / joint stock companies
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
(I) Macro economy and industry development trend
The year of 2017 is one of the important years in implementation of the thirteenth five-year plan, and it is also the year to further
deepen the reform of supply side structure. The general tone that making progress while maintaining stability is set for the economic
works in 2017. Economic growth shall need further adjustment, but the quality of economic growth is improving.
In 2017, the general economy in Guangdong province has a sound and stable momentum, but great downward pressure may come to
the economic growth. According to the statistic and analysis, the electricity consumption of whole society in Guangdong province
shall reach 542.7 billion kwh, with year-on-year growth of 2 percent, the annual unified purchasing electricity shall be 548.7 billion
kwh, with year-on-year growth of 3 percent. In the year of 2017, there are 11 generator units newly installed in the whole province
and total capacity shall be 7.86 million kwh. It is estimated that electricity power supply of the whole province shall be able to meet
the demand with some surplus of overall electricity. Shenzhen electricity market is expected to continue the situation of surplus
on-grid energy and decreased zone scheduling. For 9E gas turbine plant with higher on-grid electricity price, it shall be still a great
difficult to pursue more electricity energy production.
With constant promotion of domestic electric power market-oriented reform, many provinces and cities have accelerated the speed of
involvement in the market electricity transaction, which are not only significantly expanding transaction scale, but also the market
competition becoming increasingly fierce, and the Company is confronted with new challenges and opportunities. It’s estimated that
the electricity transaction scale in the Guangdong market will be increasing 1.27 times compared to that of 2016, up to 100 billion
kwh. Shen Nan Dian Zhongshan Company, a holding subsidiary of the Company, has already been included in the power plant list of
bilateral negotiation and transaction, as well as monthly intensively competitive transaction, all the remaining electricity shall be
gained by means of market transaction except for the base power generation plan. Complying with trend of electric power system
reform, the Company shall carefully study the relevant industrial policies and accumulate practical experiences, making efforts to
generate more electric energy.
Meanwhile, the Company shall be carefully researching the policies and development trends of electric power and relevant industries,
seeking for suitable projects and development opportunities, to further enhance the level of internal standardize management, and
strive for laying a solid basis for sustainable development and walking out of the difficulties of business.
Ⅱ. Business Plan of 2017
In the year of 2017, the Company should pay much attention on below:
1. We should strengthen safety management and achieve all-around safety. First, we should adhere to the guideline of safety first,
prevention first and comprehensive management, fully carry out safety production management responsibility that the party and
government offices assuming joint responsibilities, two duties for one position, negligence liability, further establish and improve
safety management system, and enhance the execution and evaluation of safety production responsibility system; second, a great
all-around and all-weather safety pattern for all the people should be constructed, striving for building a comprehensive safety
situation for production, operation and management, to ensure achieving the aims of “four no” in annual security and capital chain
safety; third, we should carefully carry out environment protection works, exercise strict control over emission allowance, ensuring to
gain the credit rating of blue in the green credit assessment.
2. Standardized operation and level of governance should be optimized and enhanced. First, we should further improve corporate
governance structure and modern enterprise management system, insist on managing corporate ruled by law and standardizing
operation, strictly carry out the collective decisions on major issues, adhering to the working principle that important contracts should
be checked by lawyers and the biddings for project should be specified and transparent, and seeking for interest maximization of the
Company and standardization of decision-making procedures in such major works and economic activities as human resources affairs,
capital management, materials purchasing, engineering constructions; second, we should conduct multi-channels of promotions and
trainings on laws, rules and policies, to strengthen the risk and law awareness of all the management and staffs, further enhance the
level of management ruled by laws and standardized operation; third, the general election works of board of directors and board of
supervisors should be launched, striving for standardized and elaborate procedures, ensuring all kinds of works in the company
running normally and orderly; forth, we shall further strengthen internal management to optimize business process and improve
management system, enforce internal control, so as to make the company becoming more elaborate, scientific and standardized and
effectively prevent various risks.
3. We should enhance business management and strive for optimized performances. First, we should pay a great attention to the
production, operation and management of the major business, try to complete the construction of combined thermal and power
generation project of Shen Nan Dian Zhongshan Company and Shen Nan Dian Dongguan Company, so as to maximize the output
capacity of electricity power and minimize the fuel costs, seeking for better major business performances; second, the non-electric
business segments of the Company system should be consolidated, and we should reinforce the support to the businesses with bright
development prospect and increase the profitability of non-electric business; third, we should broaden the insights and explore
diversified asset management mode, accelerate the disposing works of assets of #7, #9 close down generator units and Xiefu Huidong
port, seeking for the opportunities to revitalize idle assets and expand development spaces.
4. We should expand financial channels and ensure capital safety. First, the earnings gained from sales of stocks of Shenzhong
Property Company and Shenzhong Development Company should be effectively utilized, aimed at improving corporate capital
structure and easing the capital strain from the Company; second, we should keep an eye on the national financial and fiscal policies,
expanding financial channels and raising funds from different channels, ensuring the safety of capital chain of the Company; third,
the planning and management of capital should be strengthened to maximize the advantages of overall financial platform and
increase the effectiveness of capital.
5. We should closely follow up the progress of purchasing and storage, providing maximum protection to interests of the Company.
First, we should work with Shenzhen government and Qianhai administration to carry out the land purchase and storage works of No.
T102-0011, T102-0155, execute the required examination and approval procedures and fulfill the obligation of information
disclosure in accordance with the working progress and standardization requirements of the listed companies; second, we should
keep an eye on the Qianhai regional plan and related policies, make in-depth study and analysis of influences and opportunities
brought from the implementation of Qianhai planning, make a good demonstration and calculation for all kinds of schemes, maintain
communications with Qianhai administration and other relevant functional departments in Shenzhen, providing maximum protection
to interests of shareholders and staffs of the Company.
6. We should seek for development opportunities and expand survival space. First, industrial policies and trends and regulatory
policies should be carefully studied, we also should develop the strategy for company development, analyze the stock assets status
and the existing business features; second, we should also go with the new stream of economic development to seek for new
cooperative projects and development opportunities, so as to cultivate new profit growth points and striving for long-term sustainable
development.
7. We should standardize information disclosure and the management of investor relations should be strengthened. First, we should
further improve the systems of information disclosure and information privacy, strictly implement the relevant laws and regulations
of securities supervision departments and standardized documents; second, we should further enhance the management level of
investor relations, and provide effective protection to interests and legitimate interests by means of much more diversified forms and
detailed works, striving for building a better image of the listed company.
8. Incentive mechanism and work performance should be improved. First, we should further perfect the salary and incentive
mechanism, to better reflect the positive relationship between value contribution and remuneration, make the limited remuneration
playing a great role of incentive; second, we should explore much more effective mechanism of assessment, reward and punishment,
improve target-oriented responsibility system, so as to get the overall performance level continue to rise; third, we should also
strengthen the construction of contingent of cadres and cultivation of backup talents, further enhancing the overall quality and
management level by strengthening training and assessment, providing required talent reserve for future development of the
Company.
9. We should establish righteousness and encourage innovation. First, the enterprise spirit of solidarity, progress, pragmatic and
struggle should be vigorously advocated, creating a realistic and pragmatic working experience with harmony and win-win situation,
fostering a corresponding value and positive enterprise cultures; second, spirit of innovation should be encouraged, providing better
development opportunities for enterprising employees, and protecting the initiative and creativity of the employees to make the
Company revive with vigor and energy.
All the business plans and related situation analysis stated in this report shall not constitute a commitment of performance to
investors from the Company. The Company reminds that the investors should maintain certain awareness on the risks and should
understand the differences between business plan and performance commitment and make a cautious decision on the investment.
Ⅲ.Some Potential Main Risks
1. Main business: According to the judgment on the supply and demand trend of 2017 in Guangdong and Shenzhen electricity market,
the three subsidiary power plants will continue to suffer great pressures from production and operation because of single gas and
steam combined cycle power generation. The power dispatch department shall continue to execute the principle of economic dispatch
in the case that the electricity supply and demand situation of Shenzhen and Guangdong has still not had any fundamental changes,
so the space for generating more electricity from gas turbine units is quite limited; On the other hand, the pace of market-oriented
reform on the electricity has been stepped up, which making the market much more competitive and also bringing some opportunities
for gas turbine generation plant, with much more challenges followed as well. The Company will play an important role of
Guangdong gas turbine special committee, make an effort to seek support from grid corporations and governments at all levels,
striving for much more electricity generation. At the same time, by urging the subsidiary power plant to improve the reliability of
generation units, Dongguan Gaobu power plant is accelerating the implementation of combined heat and power generation project,
and Zhongshan Nanlang power plant is accumulating the experiences of bilateral negotiation trade and monthly competitive trade,
aims for creating better environment for more power generation.
2. Safety production: various degrees of ageing signs of the power generating equipment in the subsidiary power plants of the
Company continue to emerging, potential failures and security risks are increasing by years, which raise higher demands on
equipment management and service input; the age structure of the Company is gradually ageing, so their working enthusiasm and
sense of responsibility are getting weak, In addition that the Company is constantly getting involved in business distress, Nanshan
Thermal Power Plant is facing the risk of shut down because of the land purchasing and storage issue and the development prospects
of the Company are not clear yet, all of which have a negative effect on the working enthusiasm of the employees, has brought a
great challenge to the security management of the Company. The Company shall strengthen the maintenance and regular examination
of the equipment, enhance the security education and training of the employees, improve the responsibility system of safety
production, strictly implement safety management system, raise the awareness of safety and responsibility of personnel at all levels,
to ensure the normal operation of equipment and eliminate the potential failures and accidents in the bud.
3. Fuel procurement: the Company and its subsidiary Zhongshan Nanlang Power Plant and Dongguan Gaobu Power Plant have
respectively signed a long-term gas purchasing contract with Guangdong Trading Subsidiary and Zhuhai trading Subsidiary of China
National Offshore Oil Gas and Power Corporation (Referring to CNOOC). Even though the crude oil price of the international
market has declined in recent years, there are many uncertainties existed in the trend of future, which bring uncertainty to the gas
price linked with international oil price, meanwhile, it will have an effect on the execution of the contract for the reason of electric
quantity. The Company shall make all efforts to get the support from CNOOC in terms of gas price discount and contract execution,
striving to avoid relevant risks and take effective measures to minimize fuel costs.
4. Capital guarantee: the Company has made a great profit in 2016, which has reduced the financial costs and relieved the pressures
on capital to some extent, but the management situation of 2017 is still very grim and there are still no any fundamental solutions to
solve such issues as difficulties in financing and high costs. The company shall strengthen the communication with banks and other
financial institutions, striving for their supports of financing; on the other hand, we shall work hard to expand financing channels and
raise funds from multiple sides, to make sure the safety of the capital chain and minimize the financial expense.
5. Execution of Share Transfer Agreement: each 75 percent of equity stake of Shenzhong Property Company and Shenzhong
Development Company held by the Company were sold by means of public listing and bidding and the final counterparty was
Oufuyuan Technology. So far, according to the Share Transfer Agreement, Oufuyuan Technology has already paid up the share
transfer price which required to be paid at this stage as well as the first phase of debt repayment of capital. The followings are as
below: the unpaid transaction amount of Oufuyuan Technology is RMB 420,156,083.84 (including RMB 331,066,153.79 which
should be paid to Shen Nan Dian and RMB 89,089,930.05 which should be paid to Xingzhong Group) and relevant new interests
after Jun. 30th of 2016. In according to the protocols of Share Transfer Agreement, the said payment should be paid up in a lump sum
within one year from the effective date of this Share Transfer Agreement. Since the sale of this substantial asset still has not been
completed, the Company shall request Oufuyuan Technology to strictly fulfill its following obligations in line with Share Transfer
Agreement and requirements of its auxiliary documents. Moreover, by the disclosure date of this report, Oufuyuan Technology still
has not completed the replacement work that providing joint and several guarantee for applying maximum loan amount of no more
than RMB 300 million from Zhongshan branch of Huaxia Bank co.,Ltd for the uncompleted Shui Mu Nian Hua Garden project of
Shenzhong Property Company, and the liability to guarantee of the Company has not been released, however, the Company has made
the 57 acres of land held by Shenzhong Development Company pledged as a counter guarantee measure. The Company shall actively
promote the release of this liability to guarantee.
6. The stability of the core professional: in the past over twenty years since established, the Company has attracted and cultivated a
group of professional personnel with higher quality in the major of gas turbine. Because of the operational losses in recent years, plus
the high living cost in Shenzhen, brain drain is becoming a serious issue to the Company, even though the current professional
personnel and management team are able to meet the demands of normal production, management and operation, it is not excluded
there is a possibility of brain drain before the operation situation of the Company has not got any fundamental improvement. The
Company will further enhance the management of human resources, improve the fixing post and salary distribution system,
reinforce the employee trainings and cultivation of backup professional personnel, and focus the limited resources on incenting the
core personnel teams. While standardizing management and improving working requirements, we shall pay attention to concern
employees with humanization, create a harmony and pleasant work atmosphere to strengthen the cohesive force of the Company.
7. On-going business: although the Company achieved profitability in 2016 by transferring the share of Shenzhong Property
Company and Shenzhong Development Company, its major business orientation and operation conditions didn’t get better
fundamentally, so the on-going business of the company is still facing great challenges, and there are a certain uncertainty existed in
the completion of the business goal of the year of 2017. The Company shall improve the profitability of its main business by means
of strengthening the management of stock assets. At the same time, the Company shall actively explore diversified business modes
and new development opportunities related to our main business, seek for creating a sound condition for sustainable operation and
health growth.
8. Revocation of withdrawal risk admonition: According to the audit of Ruihua Certified Public Accountants (the special ordinary
partnership), in 2016, the net margin belonging to the listed company was RMB 1,306,694,835.46. In accordance to relevant
requirements, the Company shall submit an application to revoke the withdraw risk admonition to the stock exchange of the
Company. Shenzhen Stock Exchange will be making a reply concerning whether agree to revoke the withdraw risk admonition
within 10 trading days. Before that, it is still uncertain whether the Company shall be approved of revoking the withdrawal risk
admonition.
The Company reminds investors to pay attention to the above possible principal risks and other risks the Company may face, and
carefully make rational investment decisions.
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
Under the premise of not violating the information
disclosure principles and confidentiality of major
2016-4-25 Field research Individual (one person) information systems, the Company will seriously and
timely response to investors on the Company's basic
business, financial condition and status of affiliates.
Under the premise of not violating the information
disclosure principles and confidentiality of major
2016-8-30 Field research Individual (five-person) information systems, the Company will seriously and
timely response to investors on the Company's basic
business, financial condition and status of affiliates.
Under the premise of not violating the information
disclosure principles and confidentiality of major
2016-11-22 Field research Individual (four-person) information systems, the Company will seriously and
timely response to investors on the Company's basic
business, financial condition and status of affiliates.
Investor relation Under the premise of not violating the information
interactive platform disclosure principles and confidentiality of major
Jan.-Dce.2016 Individual (33-person) information systems, the Company will seriously and
and written
information timely response to investors on the Company's basic
business, financial condition and status of affiliates.
Disclosed, released or let out major undisclosed
N
information
Reception (times)
Number of hospitality
Number of individual reception
Number of other reception
Disclosed, released or let out major undisclosed
N
information
Section V. Iimportant 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 2014, audited by Ruihua Certified Public Accounts (LLP), the net profit attributable to shareholders of listed Company for year
of 2014 amounting as RMB -330,513,284.99. 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 7th session
board of directors (No.: 2015-026) published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao information website on 25 April 2015.)
2. 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.)
3. 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.)
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Net profit attributable
Ratio in net profit
to common stock
attributable to common
Amount for shareholders of listed
Year for bonus stock shareholders of Amount for cash Proportion for cash
cash bonus (tax Company in
shares listed Company bonus by other ways bonus by other ways
included) consolidation
contained in
statement for bonus
consolidation statement
year
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%
2014 0.00 -330,513,284.99 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
The reason that why the revenues and profits distributed for
The usage and using plan of undistributed profit
common stock holder from the parent company are positive
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 Although achieved profitability by sale of share of the holding
concerning the profit distribution policy: subsidiaries in 2016, the Company is still facing great business
Ⅰ. The company shall carry out sustainable and stable profit pressures. Therefore, the total amount of undistributed profit that
distribution policy, comprehensively taking reasonable return on is RMB 644,271,987.22 will be used for repayment of bank loans
investment of the investors and the long-term development of the in order to reduce capital risk and financial expense, seeking for
company into consideration. The profit distribution of the creating a favorable condition for sustainable operation and
Company shall not exceed the cumulative profits available for development.
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
absence of the conditions for profit distribution for the year of
2016, the reasons as below:
Although in 2016 it turned into profit by selling shares of its
non-power industry subsidiary and implementing a series of cost
saving schemes, these actions have not fundamentally cured its
loss-making core business. The company still confronts
challenges to its sustainable operation.
In 2017, in order to turn around the deficit situations of many
years, the Company, guided by the core philosophy of exploring
potentials, increasing effectiveness, is striving for turning losses
into gains for its main business and better realizing its annual
business goal by means of increasing power generation capacity,
reducing gas price, minimize loan scale and cutting down
financial expenses. However, judged from the current collected
information, the situation for gas turbine power generation is not
optimistic, with the cancellation of the electricity subsidy
policies, the supply exceeding demand in the electric market, all
these factors have put stress on the on-going operation and cash
flow.
In conclusion, 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 company rules. Therefore, the Company
shall not distribute profits in 2016.
In addition, the total amount of legal surplus reserve of the
Company reached up to 50 percent of its capital stock by Dec.
31st, 2016. According to the relevant regulations in Corporate
Law and Company Rules that when the total amount of legal
surplus reserve reached up to 50 percent of its capital stock, can
no longer extract. Therefore, the Company shall not draw surplus
reserve in the year of 2016.
II. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
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
Commitment Commitmen Implementatio
Commitments Promise commitme Content of commitments
date t term n
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
Commitment
Related Information of Reorganization
made in the
material assts
The company and all the directors, supervisors and senior managers of our
reorganization
company promise to assure the truthfulness, accuracy and completeness of the
of transferring The Company
related information of the reorganization as well as the application documents. Until the
75% equity of and whole
We make the following commitment that there is no false statement, misleading completion
Shenzhong directors, In normal
Other representation or material omission, and jointly and separately accept 2016-10-31 of this major
Properties supervisors and performance
responsibilities. We promise that all the signatures as well as seals are true and asset
Company and senior
effective, and the copies are in agreement with the originals. We promise that restructuring
Shenzhong executives
all the information provided by our company and all the directors, supervisors
Real Estate
and senior managers of our company are true, correct and complete original
Development
written information or copied information, and the copied information or the
Company
copies are in complete agreement with the originals. The signatures and seals of
respectively
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 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 “company” in this paragraph) and the directors,
Oufuyuan supervisors and senior managers of our company make the following
Until the
Technology and commitment: The information provided by our company as well as we
completion
whole directors, ourselves are all true, accurate and complete, without any false statement, In normal
Other 2016-10-31 of this major
supervisors and misleading representation or material omission, the copied information or the performance
asset
senior copies are in complete agreement with the originals and the signatures and
restructuring
executives seals of all the documents are true. If not, and if determined by the judiciary
that we may cause any loss to the related company, Shenzhen Nanshan Power
Co., Ltd. or their investors, audit, evaluators or the 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 commitment: 1. The Company is under
standardized operation during the last three years, so there is not any illegal
capital take-up or external guarantee or anything like that. 2. Since June 25,
The Company 2015 when the company received \"the Supervision Letter on Shenzhen
Until the
and whole Nanshan Power Co., Ltd\" [2015] No. 69 issued by the company's management
completion
directors, department of Shenzhen Stock Exchange, which was about not disclosing the In normal
Other 2016-10-31 of this major
supervisors and revision of performance forecast, the company and all the directors, supervisors performance
asset
senior and senior managers of our company have neither experienced any
restructuring
executives administrative penalty or criminal penalty, nor punished or investigated by
Shenzhen Stock Exchange or any other authorities. We have never been
punished, investigated or gone under custody by the Stock Exchange or
Securities Regulatory Commission or any other authorities. If there is anything
wrong in the statement above, the Company and the Boarder of 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
Until the
Technology and paragraph) and all the directors, supervisors and senior managers of The
completion
whole directors, Company state solemnly to Shenzhen Nanshan Power Co., Ltd. and the In normal
Other 2016-10-31 of this major
supervisors and relevant intermediary that: 1. The Company and I personally haven’t performance
asset
senior experienced any administrative penalty related to Stock Exchange or criminal
restructuring
executives penalty, and were never involved in any major civil action or arbitration matters
related to finance. 2. We have never been punished, investigated or gone
under custody by China Securities Regulatory Commission or any other
authorities as a result of 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 Technology of Shenzhen(referred to as the “company” in this
Oufuyuan paragraph) and all the directors, supervisors and senior managers of The
Until the
Technology and Company make the following commitment: 1. The Company and I personally
completion
whole directors, haven’t been investigated or registered due to insider dealing in the major In normal
Other 2016-10-31 of this major
supervisors and asset restructuring of this transaction; 2. The Company and I personally haven’t performance
asset
senior been investigated or registered due to insider dealing in any major asset
restructuring
executives restructuring by China Securities Regulatory Commission or any other
authorities in the last thirty-six months. If The Company or I break the above
promise, The Company or I will surely bear the loss caused to Shenzhen
Nanshan Power Co., Ltd.
The Commitment Letter of Not Existing Related Relation
As the counterparty of this transaction, Oufuyuan Technology of
Shenzhen(referred to as the “company” in this paragraph) makes the following
Oufuyuan commitment: The company and all the directors, supervisors , senior managers
Technology and of our company, the actual controller of The Company have no incidence
Until the
whole directors, relation with the directors, supervisors , senior managers of Shenzhen Nanshan
completion
supervisors, Power Co., Ltd. or any shareholder holding more than 5% of the shares of In normal
Other 2016-10-31 of this major
senior Shenzhen Nanshan Power Co., Ltd.(including Shenzhen Energy Co., Ltd., performance
asset
executives and HONG KONG NAM HOI (INTERNATIONAL) LTD, Shenzhen Guangju
restructuring
actual Industrial Co., Ltd) as well as Shenzhong Property Company or Shenzhong
controller Development Company, so there is no connected transaction. If the above
statement is not true, The Company and I personally will take the related
responsibilities.
The Commitment Letter of Not Existing Connected Relation
The Company The company and all the directors, supervisors, senior managers of The
Until the
and whole Company makes the following commitment: The company and all the
completion
directors, directors, supervisors , senior managers of The Company have no incidence In normal
Other 2016-10-31 of this major
supervisors and relation with the counterparty of this transaction, Oufuyuan Technology of performance
asset
senior Shenzhen, so there is no connected transaction. If the above statement is not
restructuring
executives true, The Company and I personally will take the related responsibilities.
Shenzhong
The Commitment Letter of Not Existing Connected Relation
Properties Until the
As the target company in this reorganization, we makes the following
Company, completion
commitment: the Company have no incidence relation with the counterparty of In normal
Shenzhong Other 2016-10-31 of this major
this transaction, Oufuyuan Technology of Shenzhen, so there is no connected performance
Real Estate asset
transaction. If the above statement is not true, The Company and I personally
Development restructuring
will take the related responsibilities.
Company
Shen Shenzhen The Commitment Letter of Not Existing Connected Relation
Shenzhen As the shareholder of Shen Nan Dian, with over 5% shares held, we makes the Until the
Energy Group following commitment: the Company have no incidence relation with the completion
In normal
Co., Ltd. Co., Other counterparty of this transaction, Oufuyuan Technology of Shenzhen, so there is 2016-10-31 of this major
performance
Ltd., NAM no connected transaction. If the above statement is not true, The Company and asset
HOI, Guangju I personally will take the related responsibilities. restructuring
Industrial
The Commitment Letter of the Legitimateness of the Sources of Funds
As the counterparty of this transaction, Oufuyuan Technology of Shenzhen
Until the
(referred to as the “company” in this paragraph) makes the following
completion
Oufuyuan commitment: The company's transferee of the equity interest paid and the In normal
Other 2016-10-31 of this major
Technology repayment of interest and the interest and other related debt funds are all from performance
asset
the company's own funds or raised legally. All the sources of funds are legal,
restructuring
and have effective and full right of 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 supervision of abnormal stock transactions related to the
major asset restructuring of listed companies
The company and all the directors, supervisors , senior managers of The
The Company
Company make the following commitment: 1. The Company and I personally Until the
and whole
haven’t been investigated or registered due to insider dealing in the major completion
directors, In normal
Other asset restructuring; 2. The Company and I personally haven’t been 2016-10-31 of this major
supervisors and performance
investigated or registered due to insider dealing in any major asset restructuring asset
senior
by China Securities Regulatory Commission or any other authorities in restructuring
executives
the last thirty-six months. If 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 Fill-up of the Immediate Amortization Arising from
Material Assets Reorganization
The directors and senior managers of The Company make the following
commitment: 1. We will faithfully and diligently fulfill our duties to protect the
Until the
legal interest of all the company and all of the shareholders; 2. We promise not
end of year
to deliver interest to other companies or individuals for free or under any unfair
The Company, when the
condition, neither will we take any other measures to harm The Company’s
whole directors underlying
Other interest; 3. We promise to constrain our position-related consumption; 4. We 2016-10-31 Completed
and senior asset
promise not to resort to the company's assets to do the investing or consuming
executives ownership is
activities not concerning the duties we have to fulfill; 5. We promise to urge or
completely
nominate the board of directors or remuneration system made by Remuneration
transferred
Committee to be linked up with the performance of the measures to fill taken
by The Company within the scope of our duties and authority; 6. If The
Company proposes to carry out stock-based compensation, we promise to urge
the conditions of the stock-based compensation to be announced to be linked
up with the performance of the measures to fill taken by The Company within
the scope of our duties and authorities. We make sure to fulfill the above
commitment, and if not, we will compensate for the loss if there is any loss
caused to The Company.
The Commitment Letter of the Restructuring Involving the Real Estate
Business
All the directors, supervisors and senior managers of The Company make the
The whole Until the
following commitment: If the target company proposed to be sold in this
directors, completion
recombination were punished or investigated for illegal actions like undisclosed In normal
supervisors and Other 2016-10-31 of this major
idle land, real estate speculation, insisting on a conservative way in selling a performance
senior asset
real estate or price rigging, and caused any loss to The Company or investors, I
executives restructuring
will surely compensate the loss caused according to the demand of relevant
laws or rules or securities regulatory authority .
The Commitment Letter of the Integrity of the Underlying Assets
As the seller of this major assets reorganization, The company makes the
following commitment: 1. The company legally holds the underlying assets,
and there is no case of entrusted ownership, trust holdings or any other third
party that holds shares; There is no pledge, guarantee or any third party rights
in the underlying assets and there is no situation of dispute, judicial security Until the
measures or enforcement measures, such as restrictions, block or prohibition of completion
In normal
The Company Other the transfer. 2. The company makes the following commitment: If the 2016-10-31 of this major
performance
underlying assets cannot be transferred or processed for necessary changes asset
because the company has no right to dispose of assets, or other rights are restructuring
limited due to the underlying assets of 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 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 representation or material omission,; 2.
We promise that all the information provided by The Company are true, correct Until the
Shenzhong and complete original written information or copied information, and the completion
In normal
Properties Other copied information or the copies are in complete agreement with the originals. 2016-10-31 of this major
performance
Company The signatures and seals of all the documents are true without any false record, asset
misleading statement or major omissions. 3. The illustrations The Company restructuring
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
Until the
greatly illegal or irregular, and has never received any administrative
Shenzhong completion
punishment or criminal punishment. 2. The Company has never been punished In normal
Properties Other 2016-10-31 of this major
as a result of violating the National Industrial Policy or the laws or rules related performance
Company asset
to environment protection, land administration, or anti-monopoly. 3. The
restructuring
Company has neither been investigated by competent administrative authorities
like China Securities Regulatory Commission because of illegal actions nor
investigated by judicial authorities.4.The Company has no unfinished or any
foreseen major court case or arbitration matters related to this transaction. 5.
The Company does not have any matter that may influence the guarantee of
operating capacity or commitment.
The Commitment Letter of No Major Violation of Relevant Laws
As the directors, supervisors and senior managers of Shenzhong Property
Company, we make the following commitment: 1. I have never done anything
Whole
that is greatly illegal or irregular, and have never received any administrative
directors,
punishment or criminal punishment or arbitration related to finance. 2. I have Until the
supervisors and
never been investigated or registered because of inter-transaction of completion
senior In normal
Other restructuring major assets and have no unfinished cases. I haven’ neither been 2016-10-31 of this major
executives of performance
punished or investigated by competent administrative authorities like asset
Shenzhong
China Securities Regulatory Commission or the Stock Exchange because of restructuring
Properties
illegal actions like not repaying major debts or not fulfilling commitments or
Company
inter-transaction of restructuring 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 representation or material omission,; 2. Until the
Shenzhong
We promise that all the information provided by The Company are true, correct completion
Real Estate In normal
Other and complete original written information or copied information, and the 2016-10-31 of this major
Development performance
copied information or the copies are in complete agreement with the originals. asset
Company
The signatures and seals of all the documents are true without any false record, restructuring
misleading statement or major omissions. 3. The 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 punishment. 2. The Company has never
Until the
Shenzhong been punished as a result of violating the National Industrial Policy or the laws
completion
Real Estate or rules related to environment protection, land administration, or In normal
Other 2016-10-31 of this major
Development anti-monopoly. 3. The Company has neither been investigated by competent performance
asset
Company administrative authorities like China Securities Regulatory Commission
restructuring
because of illegal actions nor investigated by judicial authorities. 4.The
Company has no unfinished or any foreseen major court case or arbitration
matters related to this transaction. 5. The Company does not have any matter
that may influence the guarantee of operating capacity or commitment.
The Commitment Letter of No Major Violation of Relevant Laws
As the directors, supervisors and senior managers of Shenzhong Development
Whole Company, we make the following commitment: 1. I have never done anything
directors, that is greatly illegal or irregular, and has never received any administrative
supervisors and punishment or criminal punishment or arbitration related to finance. 2. I have Until the
senior never been investigated or registered because of inter-transaction of completion
In normal
executives of Other restructuring major assets and have no unfinished cases. I haven’ neither been 2016-10-31 of this major
performance
Shenzhong punished or investigated by competent administrative authorities like asset
Real Estate China Securities Regulatory Commission or the Stock Exchange because of restructuring
Development illegal actions like not repaying major debts or not fulfilling commitments or
Company inter-transaction of restructuring major assets nor given criminal sanctions by
judicial authorities according to law.
Oufuyuan Other The Letter On the Equity Transfer Agreement under the Relevant Security 2016-12-12 Until the In normal
Technology, Arrangements and The Commitment Letter of Expansion of the Scope of Real completion performance
Shenzhong Estate Collateral of this major
Real Estate Oufuyuan Technology of Shenzhen promises: 1. The company agrees and asset
Development promises to have Shenzhong Development Company issue the letter of restructuring
Company commitment to Shenzhen Nanshan Power Co., Ltd. to Nanshan Power
Company and Xingzhong Group, and promises to allow the scope of the
guarantee for the above mentioned real estate mortgage to be extended to be all
the obligations of the company that have to be fulfilled according to the
\"Equity Transfer Agreement\" and its supporting transaction documents
(Including the obligations agreed upon in Article 4,5 and the second part of
Article 6 in paragraph 2 of the\" Equity Transfer Agreement \"), and the term of
the mortgage continues until the date of the cancellation of the mortgage. 2. I
hope Shenzhen Nanshan Power Co., Ltd. and Xingzhong Group can complete
the provisions of Article 4 and 5 of the \"Equity Transfer Agreement\" in the
company that is about the replacement guarantee of the joint 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 three working days after that. Shenzhong
Development Company makes the following commitment: From the date of the
issue of this letter, the “seven places ten rooms” mortgage guarantee our
company provided( The details can be seen in (six) the main assets, liabilities
and external guarantees\" of the \"1 major assets,\" in the second part “Shenzhong
Development Company” of the fourth chapter\" the basic situation of
\"transactions\" in \"The report of the sale of major assets of Shenzhen Nanshan
Power Limited(Revised version) \") has extended to the obligations that
Oufuyuan Technology should fulfill but have not fulfilled according to
transaction documents (Including the obligations agreed upon in Article 4,5 and
the second part of Article 6 in paragraph 2 of the\" Equity Transfer Agreement
\"), and the term of the mortgage continues until the date of the cancellation of
the mortgage.
Commitments
make in initial
public offering
or re-financing
Equity
incentive
commitment
From 16 September 2015 to 9 May 2016, the shareholders of the company
Guangju Industrial oriented asset management increased holdings of the
Shenzhen
company's A shares 2,908,201 shares, which makes up 0.48% of the total 16 Sept.
Guangju
Other holdings, and the increased amount was up to RMB25,127,900. Guangju 2015-09-16 2015 to 9 Completed
Industrial Co.,
Other Industrial promises: The Company will not reduce the shares held by the May 2016
Ltd.
commitments company during the increasing period.
for medium and
small Shenzhen
shareholders Energy Co., Commitme
Equity Ltd.; Shenzhen nts of not
incentive Guangju carrying
Promise not to preparing the material events as material assets reorganization,
commitment Industrial Co., out a major 2015-12-01 3 months Completed
acquisition, stock placement in later three months
Ltd.; HONG asset
KONG NAM restructurin
HOI g
(INTERNATIO
NAL) LTD.;
Shenzhen
Nanshan Power
Co., Ltd.
Shenzhen
Energy Co.,
Ltd.; Shenzhen
Guangju Commitme
Industrial Co., nts of not
Within 2 months since the announcement date of the termination of the
Ltd.; HONG carrying
disclosure of major asset restructuring plan and the resumption of the
KONG NAM out a major 2016-11-21 2 months Completed
company's stock, except promoting this sale of major assets, the company is no
HOI asset
longer planning major asset reorganization.
(INTERNATIO restructurin
NAL) LTD.; g
Shenzhen
Nanshan Power
Co., Ltd.
Other
commitments
for medium and Yes
small
shareholders
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
No particulars about the changes in aspect of accounting policy, estimates or calculation method in Period.
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
The Company convening the 2nd extraordinary shareholders meeting for year of 2016 on 22 November 2016, the meeting deliberated
and approved relevant proposals of selling 75% equity of Shenzhong Properties Company and Shenzhong Real Estate Development
Company respectively. The Company and relevant parties actively implementing the major assets sold plan after approval process
completed. On 19 December 2016, the underlying assets completed the change of industrial and commercial registration for its equity
transfer and relevant hand over procedures. Shenzhong Properties Company and Shenzhong Real Estate Development Company are
not included in consolidate scope of the Company since 19 December 2016
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm Ruihua Certified Public Accountants Co., Ltd. (LLP)
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
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □ Not applicable
1. Ruihua Certified Public Accountants Co., Ltd. (LLP) was appointed as the internal control auditing authority of the Company for
year of 2016 with expenses of RMB 0.2 million for one year
2. The Company selling out substantial assets during 2016, that is 75% equity of Shenzhong Properties Company and Shenzhong
Real Estate Development Company respectively, the China Merchants Securities Co., Ltd. was engaged as independent financial
advisor with costs of RMB 1.15 million
3. The Company planning a major asset restriction project in the Year, China Merchants Securities Co., Ltd. was engaged as financial
advisor in earlier stage with costs of RMB 0.8 million
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
XII. Significant lawsuits and arbitrations of the Company
√Applicable □ Not applicable
The results and
Amount of
Predicted Advances in litigation effects of Execution of the litigation Disclosure Disclosure
The basic situation of litigation (Arbitration) money involved
liabilities (Arbitration) litigation (Arbitration) date index
（RMB’0000）
(Arbitration)
As Sinopec CNOOC shipping fuel supply Co., Ltd. 5,112.82 No At the end of December 2016, The amount On 24 January 2017, Xiefu 1 March The details can
(hereinafter referred to as Sinopec China Shipping Xiefu Company received the received by Company received a total of 2016; 25 be seen in
Company) owed RMB 51,128,173.60 in the purchase \"Civil Judgment\" [(2016) Xiefu Company RMB 55,696,080.66 August Announcement
of the company and delayed repayment, on 24 Yue01MZ No. 15716] from the will increase (including payment for 2016; 10 on the litigation
February 2016 Xiefu Company filed the Intermediate People's Court of RMB 3,340,300 goods owed September matters of
Whampoa District People's Court of Guangzhou a Guangzhou, Guangdong, to the company's RMB51,128,173.60, overdue 2016; 31 Shenzhen
civil complaint and other related documents. dismissed the appeal and net profit interest RMB 4,259,767.06, December energy
affirmed the original judgment. attributable to acceptance fee of the first 2016; 26 resources Co.,
On 16 May Whampoa Guangzhou District shareholders of instance of case RMB January Ltd. And On the
People's court heard the case. On 23 August, Xiefu On 24 January 2017, Xiefu Listed 303,140.00 and property 2017 progress of the
Company received the \"Civil Judgment\" [(2016) Company received a total of Companies in preservation fee RMB proceedings of
Yue0112MC No.858] from the Whampoa District RMB 55,696,080.66 (including 2016, and will 5,000.00 )from Sinopec the Shenzhen
People's Court of Guangzhou, and judged that Sinopec payment for goods owed increase RMB China Shipping Company energy
China Shipping Company should pay Xiefu Company RMB51,128,173.60, overdue 86,800 to the in accordance with the final resources Co.,
RMB 51,128,173.60 and the loss of interest on interest RMB 4,259,767.06, company's net judgment of Guangzhou Ltd. on China
overdue payment within ten days since the judgment acceptance fee of the first profit attributable intermediate people's Court Securities ,
took effect, and bear the case acceptance fee and instance of case RMB to shareholders of Guangdong. Thus, the Securities
property preservation fee。 303,140.00 and property of Listed proceedings of the case of Times and
preservation fee RMB Companies in Xiefu Company came to an Hong Kong
At the beginning of September 2016, Sinopec China 5,000.00 )from Sinopec China 2017. end. Commercial
Shipping Company refused to accept the \"Civil Shipping Company in Daily and the
Judgment\" [(2016)Yue0112MC No.858] from the accordance with the final Juchao
Whampoa District People's Court of Guangzhou as judgment of Guangzhou Information
final, so they submitted a civil complaint to the intermediate people's Court of website. Notice
Whampoa District People's Court of Guangzhou, Guangdong. Thus, the number ：
and appealed to the Intermediate People's Court of proceedings of the case of 2016-007,
Guangzhou, Guangdong. Xiefu Company came to an 2016-061,
end. 2016-073,
At the end of December 2016, Xifu Company received 2016-118,
the \"Civil Judgment\" [(2016) 粤 01 民终 15716 号] 2017-003.
from the Intermediate People's Court of Guangzhou,
Guangdong, dismissed the appeal and affirmed the
original judgment.
On 24 January, 2017, Xiefu 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 Xiefu
Company came to an end.
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
Except for the payment of employee remuneration and incentives within the scope of remuneration, 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)
Routine
New Power
Subsidiary current N 7,702.80 58,771.46 77,169.05 - - -10,694.79
Company
account
Shen Nan Subsidiary Routine N 54,717.43 3,797.98 6,796.55 7.00% 3,039.52 54,758.38
Dian current
Zhongshan account
Company
Shenzhong
Real Estate Routine
Developme Subsidiary current N 90,469.72 - 61,003.21 7.00% 5,392.00 0.00(note 1)
nt account
Company
Shenzhong Routine
Properties Subsidiary current N 10,497.04 - 10,814.65 7.00% 582.88 0.00(note 1)
Company account
Shen Nan
Routine
Dian
Subsidiary current N 19,388.57 71.29 3,055.02 7.00% 1,248.92 17,653.76
Dongguan
account
Company
Shen Nan
Dian
Routine
Environme
Subsidiary current N 444.74 1,985.01 827.99 7.00% 2.68 1,604.44
nt
account
Protection
Company
Routine
Singapore
Subsidiary current N 21.23 124.46 - - - 145.69
Company
account
Routine
Syndisome
Subsidiary current N 8.55 - 8.55 - - -
Company
account
Influence on business
performance and
financial status of the Current assets RMB 846.5882 million decreased in the Period
Company from related
liabilities
Note 1: in 2016, the equity of Shenzhong Properties Company and Shenzhong Real Estate Development Company, held by the
Company are sold, thus the two above said companies are no longer included in consolidated scope since 19 December 2016, and the
two companies are recognized as non-related parties on 31 December 2016. Balance at period-end was zero mainly resulted by the
identification from related parties, the Company did not received any outstanding balance
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)
Server Subsidiary Routine 3,102.36 8.57 1,268.11 5.60% 157.18 2,000.00
Company current
account
Routine
Syndisome
Subsidiary current 368.18 26.22 10.13 - - 384.27
Company
account
Shen Nan Dian
Routine
Engineering
Subsidiary current 9,532.25 - 10,021.57 5.60% 489.32 -
Company
account
Influence on business
performance and financial
Current liability RMB 106.1852 million decreased in the Period
status of the Company from
related debts
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 the insurance company and empowered the chairman of the board of directors of the company and the chairman of the board of
directors or general manager of the subsidiaries to sign the motor vehicle insurance agreement of the year 2017. The total amount of
the Agreement amounted to RMB 403,596, and the term of agreement is one year. As the company's chief executive officer, Mr. Zhao
Xiangzhi served as chief executive officer of Yongcheng Insurance, according to the Provisions of the Stock Listing Rules of the
Shenzhen Stock Exchange, the transaction between the company and Yongcheng Insurance constitutes a related party transaction.
Temporary notice Disclosure date Disclosure Website
Found more in the Notice of Related Transaction with Alltrust
Notice of Related Transaction with
Property Insurance Company Ltd.( Notice No.: 2017-006 ) released
Alltrust Property Insurance 2017-2-25
on China Securities Journal, Securities Times, Hong Kong
Company Ltd.
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
In line with the Genset Asset Trusteeship Contract of Shenzhen New Power Industrial Co., Ltd. signed with New Power Company in
December 2003, the Company was entrusted to operate and manage the power generation machine unit owned by its wholly-owned
subsidiary New Power Company. The custody business service charge RMB 18.0808 million was obtained by the Company in
reporting period.
(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
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
e for
Announce Actual date of Actual
Name of the Company Guarante Guarantee Guarantee Implemen
ment happening (Date of guarantee related
guaranteed type term
disclosure e limit signing agreement) limit ted (Y/N)
party
date
(Y/N)
Shenzhong Properties General
2015-12-29 30,000 2015-12-30 11,000 3-year N N
Company assurance
Total actual occurred
Total approving external guarantee
30,000 external guarantee in report 11,000
in report period (A1)
period (A2)
Total actual balance of
Total approved external guarantee
30,000 external guarantee at the 11,000
at the end of report period ( A3)
end of report period (A4)
Guarantee of the Company for the subsidiaries
Guarante
Related
e for
Announce Actual date of Actual
Name of the Company Guarante Guarantee Guarantee Implemen
ment happening (Date of guarantee related
guaranteed e limit type term
disclosure signing agreement) limit ted (Y/N)
party
date
(Y/N)
Shen Nan Dian General
2015-04-25 20,000 2016-05-11 18,440 2-year N Y
Zhongshan Company assurance
Shen Nan Dian 2016-04-01 10,000 2016-08-25 4,184 General One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2016-04-01 5,000 2016-06-14 2,242 One year N Y
Zhongshan Company assurance
Shen Nan Dian General
2016-04-01 15,000 2016-09-22 10,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2016-04-01 21,000 2016-04-01 5,655 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2015-04-25 20,000 2015-09-22 19,400 2-year N Y
Dongguan Company assurance
Shen Nan Dian General
2016-04-01 5,000 2016-09-26 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2015-04-25 6,500 2016-03-03 6,500 One year N Y
Dongguan Company assurance
Shen Nan Dian General
2016-04-01 10,000 2016-12-15 5,000 One year N Y
Dongguan Company assurance
Shen Nan Dian
General
Environment 2016-04-01 2,500 2016-12-12 0 One year N Y
assurance
Protection Company
General
New Power Company 2016-04-01 3,000 2016-08-19 3,000 One year N Y
assurance
Total amount of actual
Total amount of approving
occurred guarantee for
guarantee for subsidiaries in report 118,000 79,421
subsidiaries in report period
period (B1)
(B2)
Total balance of actual
Total amount of approved
guarantee for subsidiaries at
guarantee for subsidiaries at the 118,000 79,421
the end of reporting period
end of reporting period (B3)
(B4)
Guarantee of the subsidiary for the subsidiaries
Related Actual date of Guarante
Actual
Name of the Company Announce Guarantee happening (Date Guarantee Guarantee Implemen
guarantee e for
guaranteed ment limit of signing type term
limit ted (Y/N)
disclosure agreement) related
date
party
(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 148,000 occurred guarantee in report 90,421
(A1+B1+C1) period (A2+B2+C2)
Total amount of approved Total balance of actual
guarantee at the end of report 148,000 guarantee at the end of 90,421
period (A3+B3+C3) report period (A4+B4+C4)
The proportion of the total amount of actually guarantee in the net
46.54%
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
87,421
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) 87,421
Explanations on possibly bearing joint and several liquidating
N/A
responsibilities for undue guarantees (if applicable)
Explanations on external guarantee against regulated procedures (if
N/A
applicable)
(2)Guarantee outside against the regulation
No guarantee outside against the regulation in Period.
3. Entrust others to cash asset management
No entrust financing and entrust loans for the Company in reporting period.
4. Other material contracts
√Applicable □Not applicable
The book The assessed
value of the value of the
The name of Name of the The base
The name of The date of assets assets Whether
the evaluation date Pricing Bargain price Incidence The performance by the end of
the contracted contract object signature of involved in the involved in the connected The date of disclosure
contracting organization evaluation principles （RMB’0000） relation the term
company the contract contract contract transaction
company （if any） （if any）
（RMB’0000）（RMB’0000）
（if any） （if any）
The China offshore Liquefied natural Jan. 15,2013 - Composed of Composed of No No The relevant contract is now in
Company oil and gas gas liquefied natural liquefied operation
Refco Group gas prices, the natural gas
Ltd cost of prices, the cost
Guangdong integrated of integrated
Branch services and tax. services and
tax.
15 December2012
Shenzhen CNOOC Refco Liquefied natural Dec.21,2013 - Composed of Composed of No No The relevant contract is now in
Nanshan Group Ltd gas liquefied natural liquefied operation
30 November 2013
Power Co., Guangdong gas prices, the natural gas
Ltd Branch cost of prices, the cost
Dongguan integrated of integrated
Company services and tax. services and
tax.
Shenzhen CNOOC Refco Liquefied natural May. 31, - Composed of Composed of No No The relevant contract is now in
Nanshan Group Ltd gas 2014 liquefied natural liquefied operation
Power Co., Zhuhai Branch gas prices, the natural gas
Ltd cost of prices, the cost
Zhongshan integrated of integrated
Company services and tax. services and
tax. 25 April2014
Shenzhong China Shuimunianhua July. 2, - The amount 37,923.48 No No On Dec. 19, 2016 ， the 7 July 2015
Property Construction garden project 2015 of the Company completed
Company Group （ Construction contract, the industrial and commercial
Limited scale ： design change registration procedures for
157,951.71 and the the transfer of shares with
㎡） amount of the Oufuyuan Technology, and
visa, the cost the 75% of stake of
should be Shenzhong Property
deducted Company held by the
Company and the 75% of the
stake of Shenzhong
Development Company were
transferred to Oufuyuan
Technology. The contract will
continue to be performed by
Oufuyuan Technology.
The Oufuyuan 75% of stake Nov. 23, -89,801.88 4,464.00 Pengxin June. The 103,000.00 No No During the reporting period，
company Technology of Shenzhong 2016 Evaluation 30, underlying Oufuyuan Technology has
Aug. 13, 2016;Aug. 29, 2016;Sep. 7, 2016;S
Co., Ltd. Property 2016 asset pricing paid the price needed for the
2016;Sep.23, 2016;Oct. 18,
Company held of the stock right transfer at the
2016;Nov.14,2016;Nov.23,2016;Dec,1,2016;
by the transaction is present and the first phase of
company and based on an the debt -paying according to
75% of the independent The EQUITY TRANSFER
stake of assessment of AGREEMENT . The related
Shenzhong Pengxin ， an follow-up matters are as
Development evaluation follows: Transaction price
Company institution that Oufuyuan Technology
with has not paid is RMB
securities 420,156,083.84 (including
business RMB 331,066,153.79 that
qualifications, should be paid to Shenzhen
and the Nanshan Power Co.,Ltd and
transaction RMB 89,089,930.05 that
price is based should be paid to Xingzhong
on the final Group) and the newly
result of the increased interest after
listing and June.30, 2016，which should
auction of the be paid in full within one
Shenzhen year .All parties of the sale
Stock of major assets should still
Exchange. fulfill their following duties
according to The EQUITY
TRANSFER AGREEMENT
as well as the supporting
documents.
XVIII. Explanation on other significant events
In 2016, under circumstances of encountering extremely severe operation conditions, the Company still attaches great importance to
social responsibility and seriously performed it. We put more efforts in aspect of governing the Company by law, operates in a
standard way, products in a safety environment, environmental protection and employee cares, and commit to seeking a healthily and
accord development between the enterprise and employees, enterprise and society and enterprise 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: The Company strictly followed Production Safety Law and other laws and regulations, 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 staff: the Company has continued to improve its human resources management system under the Labor Law and the
Labor Contract Law of China, seeking for protection of the employee’s legal interests to avoid any labor dispute. While increasing
post training, management and assessment for staff, the Company has also leveraged on the labor union and the staff representative
conference to strengthen communication with employees, making sure that they are informed of the material operation and
management plans, and are invited to actively participate in solution of the matters involving their own interests. In addition,
numerous beneficial culture and entertainment activities were organized to show the Company’s care about its staff’s physical and
mental health, thus enabled to construct a harmonious employment relationship.
1. Fulfill the precise social responsibility for poverty alleviation
Until the end of year when the underlying asset ownership is completely transferred
The comany in recent years has been suffering loss, facing signifcant challenges for its survival. Although in 2016 it turned to profit
by selling shares of its non-power industry subsidiary and implementing a series of cost saving schemes, these actions have not
fundermentally cured its loss making core business. The company still confronts challenges to its sustainable existence. In order to
break current difficult position and lead the company onto healthy upward track, in 2017 management will make continuous
endeavor in effectively managing existing assets and pro-actively pursuing new opportunities. We pay close attention to national
poverty alleviation strategy and progress of local poverty alleviation programs. Should conditions be suitable, the company will
actively participate in poverty alleviation programs.
2. Performance of precise poverty alleviation social responsibility
Pursuit to the environmental laws, regulations and relevant rules of the State and local government, the Company and its subordinate
enterprise highly focus on the investment of environmental protection, guarantee vary pollutant qualified the discharge standards and
treatment standards in line with the laws and regulations.
The listed Company and its subsidiary whether belongs to the key sewage units released from environmental protection department
√Yes □No □Not applicable
(1)the Company and its subsidiaries have all obeyed the environment laws, regulations and relevant requirements issued by the
national and local governments. All the projects were constructed based on the environment impact assessment system of these
projects, and operation was in strict compliance with relevant national laws, including the Environment Protection Law, Air
Pollutants Emission Standards for Thermal Power Plants (GB13223-2011), Inflow Standards for Sewage Treatment Plants and the
Solid Waste Pollution Prevention Law, to make sure that relevant pollutants were discharged under applicable standards or treated
properly in accordance with relevant laws and regulations.
(2)After implementation of the low-nitrogen combustion system improvement project by three subsidiaries, nitrogen oxide existed in
the waste air constituted the major pollutants, and the other pollutants were nearly zero. The waste air was emitted collectively by the
chimneys of our furnaces with concentration of nitrogen oxide of approximately 23mg/m3. The furnaces were all installed with
online flue gas monitoring system which was effectively connected to the monitoring system of the environment authorities. They
passed various comparison tests organized by the environment authorities in 2016.
XIX. Other important events
√Applicable □ Not applicable
1. Preparation of material assets reorganization. Due to preparation of significant issues, the shares of the Company were suspended
for trading since the morning trading hours on 31 May 2016. The Company made the Announcement of Suspension of Trading due to
Material Issues (No.: 2016-032) on the same day. On 15 June 2016, the Company disclosed the announcement relating to Suspension
of Trading due to Material Assets Reorganization (No.: 2016-034), which confirmed that the material issues involved in this
suspension of trading related to material assets reorganization. As such, the Company sent An Invitation Letter for Potential
Reorganization Parties to 9 companies, to collect those companies which were interested to participate in this material assets
reorganization. As at the deadline of bid invitation on 4 July 2016, the Company received bidding documents from 3 companies and
the remaining 6 expressly gave up bidding via letters or emails. On 12 August 2016, the Company had identified China Gas as the
prospective reorganization party and entered into a Framework Agreement in relating to Material Assets Reorganization. On 30
August 2016, the Company held the 1st extraordinary general meeting of 2016 to consider and approve the proposal relating to
application for continuous suspension of trading during the period of preparing material assets reorganization. As such, trading of
shares of the Company continued to suspend upon the expiration of the previous suspension period since 31 August 2016. The
Company expected to disclose the reorganization plan or report within the suspension period (on a accumulative basis, shall not
exceed 6 months, namely by 30 November 2016) according to the requirements under Contents and Forms Rules No. 26 of
Information Disclosure by Listed Issuers – Material Assets Reorganization of Listed Company. On 10 November 2016, according to
the Framework Agreement, since the aforesaid agreement has come into effect for 90 days, the parties to this Agreement failed to
enter into any formal agreement in respect of this material assets reorganization, so the Framework Agreement terminated
accordingly. On 18 November 2016, the Company held the 15th meeting of the 7th board of directors to consider and approve the
proposal relating to ceasing preparation of the material assets reorganization and resumption of trading of shares. Since the Company
has made several rounds of negotiation with the prospective reorganization party China Gas, they couldn’t reach unanimous
agreement in relating to the specific cooperation terms for this reorganization. The Framework Agreement entered into between the
two parties had terminated on 10 November 2016, and China Gas had expressly indicated its decision to quit from negotiation with
the Company in respect of this reorganization. According to the Rule No.9 of Information Disclosure Memorandum for Main Board
– Suspension and Resumption of Trading of Listed Issuers issued by the Shenzhen Stock Exchange, and also according to the
resolution of our general meeting, the accumulative period of suspension of trading due to this reorganization did not exceed 6
months (namely from 31 May to 30 November 2016), and the remaining period was insufficient to drive forward this reorganization
substantially. In order to protect the interest of the Company and vast investors, based on the professional advice given by the special
intermediate organ for this material reorganization and the recommendation from our in-house work team, the Company decided to
cease preparation for this reorganization according to relevant laws, regulations and regulatory documents. After application to the
Shenzhen Stock Exchange, the shares of the Company (stock abbreviation: *ST Nandian A and *ST Nandian B with stock codes of
000037 and 200037 respectively) resumed trading on 21 November 2016. During the suspension of trading, the Company has
sincerely performed the obligation of information disclosure, and relevant working procedures relating to suspension and resumption
of trading and material assets reorganization in strict accordance with relevant laws and regulations. The details relating to this
reorganization were set out in the announcements (No.: 2016-032, 2016-033, 2016-034, 2016-035, 2016-036, 2016-037, 2016-038,
2016-041, 2016-042, 2016-044, 2016-046, 2016-047, 2016-048, 2016-051, 2016-054, 2016-049, 2016-051, 2016-054, 2016-063,
2016-065, 2016-067, 2016-072, 2016-075, 2016-080, 2016-081, 2016-082, 2016-085, 2016-092, 2016-097, 2016-099, 2016-100,
2016-108, 2016-110, 2016-111 and 2016-112) of the Company published on China Securities, Securities Times, Hong Kong
Commercial Daily and Juchao Information Website.
2. Material assets disposal relating to transfer of the equity interests held in Shenzhong Property Company and Shenzhong
Development Company. On 12 August 2016, the Company convened the 10th extraordinary meeting of the 7th board of directors, to
consider and approve the proposal on transfer of 75% equity interests of each of Zhongshan Shenzhong Property Investment Co., Ltd.
and Zhongshan Shenzhong Property Development Co., Ltd., pursuant to which, the Company was authorized to process works to
materialize the transfer. For details, please refer to the announcements (No.: 2016-049 and 2016-063) of the Company dated 13 and
29 August 2016 respectively in relation to the resolution of the 10th extraordinary meeting of the 7th board of directors and in relation
to progress of the material assets reorganization leading to suspension of trading. On 5 September 2016, the convened the 11 th
extraordinary meeting of the 7th board of directors, to consider and approve 11 proposals in relation to disposal of the respective 75%
equity interests of Shenzhong Property Company and Shenzhong Development Company held by the Company, including, among
others, the proposal relating to material assets disposal plan and proposal relating to material assets disposal plan of Shenzhen
Nanshan Power Co., Ltd and the relevant summary. In addition, documents including the announcement of the resolution of the 11th
extraordinary meeting of the 7th board of directors and materials assets disposal plan and the summary thereof were properly
disclosed. For details, please refer to the announcement of the resolution of the 11th extraordinary meeting of the 7th board of
directors (No.: 2016-068) made by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao
Information Website on 7 September 2016. From 13 September 2016, the Company begun to make a listing for sale on the Shenzhen
Stock Exchange in respect of the respective 75% equity interests of Shenzhong Property Company and Shenzhong Development
Company. According to relevant rules of the Shenzhen Stock Exchange, the term of period for releasing the information relating to
this listing for sale was 20 business days. For details relating to the transaction terms and conditions of this listing for sale, please
refer to the website of Shenzhen Stock Exchange (http://www.eoechina.com.cn/) for inspection. On 14 September 2016, the
Company submitted the announcement relating to listing for sale regarding transfer of the respective 75% equity interests of
Zhongshan Shenzhong Property Investment Co., Ltd. and Zhongshan Shenzhong Property Development Co., Ltd., the details of
which was available in the announcement (No.: 2016-074) published by the Company in China Securities, Securities Times, Hong
Kong Commercial Daily and Juchao Information Website on 19 September 2016. The Shenzhen Stock Exchange made subsequent
review on the material assets disposal plan and related documents according to relevant requirements, and issued to the Company the
enquiry letter relating to the reorganization of Shenzhen Nanshan Power Company Limited (the “Reorganization Enquiry Letter”,
No.[2016]16) on 14 September 2016. The Company had immediately worked with the relevant intermediate institutions to
investigate the issues and requirements as raised in the Reorganization Enquiry Letter, and disclosed the reply announcement against
the Reorganization Enquiry Letter issued by the Shenzhen Stock Exchange and the amended material assets disposal plan (No.:
2016-077) in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 23 September
2016. As at the expiration of this listing for sale (i.e. on 14 October 2016), there were three interested transferees qualified for transfer.
On 17 October 2016, Shenzhen Property Right Auction Company Limited made an auction in connection with the 75% equity
interests of Shenzhong Property Company and 75% equity interests of Shenzhong Development Company (transfer in an entirety)
and issued the Confirmation of Auction Deal. The results of the auction were set out below: Oufuyuan Technology was the transferee
and the final aggregate price for transfer of the aforesaid equity interests was RMB1,030,000,000. For details, please refer to the
announcement of the Company (No.: 2016-084) dated 18 October 2016 in relation to progress of the listing for sale of the respective
75% equity interests of Zhongshan Shenzhong Property Investment Co., Ltd. and Zhongshan Shenzhong Property Development Co.,
Ltd. as disclosed in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website. On 31
October and 22 November 2016, the Company held the 12th extraordinary meeting of the 7th Board and the 2nd extraordinary general
meeting of 2016, to consider and approve 16 proposals relating to disposal of the respective 75% equity interests of Shenzhong
Property and Shenzhong Development (including the proposal relating to the material assets disposal report of Shenzhen Nanshan
Power Company Limited and the summary thereof). In addition, documents including the announcement of the resolution of the 12th
extraordinary meeting of the 7th board of directors and materials assets disposal report and the summary thereof were properly
disclosed. For details, please refer to the announcement of the resolution of the 11th extraordinary meeting of the 7th board of
directors (No.: 2016-068) made by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao
Information Website on 7 September 2016, and the announcement of the resolution of the 2nd extraordinary general meeting of 2016
(No.: 2016-113) made by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information
Website on 23 November 2016. The Shenzhen Stock Exchange made subsequent review on the proposal relating to the draft material
assets disposal report of Shenzhen Nanshan Power Company Limited and the summary thereof as disclosed by the Company
according to relevant requirements, and issued to the Company the enquiry letter relating to the reorganization of Shenzhen Nanshan
Power Company Limited (the “Reorganization Enquiry Letter”, No.[2016]21) on 7 November 2016. Upon receipt of the
Reorganization Enquiry Letter, the Company had immediately worked with the relevant intermediate institutions to investigate the
issues and requirements as raised in the Reorganization Enquiry Letter and to prepare the reply letter. It submitted the reply letter in
respect of the Reorganization Enquiry Letter on a due time according to the requirements of the Shenzhen Stock Exchange, and
disclosed the material assets disposal report (amended) and related documents according to those requirements. On 14 November
2016, the Company received an attention letter dispatched for Shenzhen Nanshan Power Company Limited (the “Attention Letter”
with No.: GSBGZH[2016]185). Upon receipt of the Attention Letter, the Company had immediately worked with the relevant
intermediate institutions to investigate the issues and requirements as raised in the Attention Letter and submitted the reply report
against the Attention Letter in due courses. For details, please refer to the announcements of the Company (No.: 2016-103 and
2016-107) dated 14 November 2016 as published in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao
Information Website. On 23 November 2016, Shenzhen Nanshan Power Company Limited and Shenzhen Oufuyuan Technology
Company Limited entered into the Equity Transfer Agreement in relating to transfer of the respective 75% equity interests of
Zhongshan Shenzhong Property Investment Co., Ltd. and Zhongshan Shenzhong Property Development Co., Ltd. (“Equity Transfer
Agreement”) and the related documents which came into effect immediately. Oufuyuan Technology made a payment of
RMB1,030,000,000.00 as the full consideration of the equity transfer and the first debt repayment of RMB921,716,042.84 (including
RMB 718,323,660.12 payable to the Company and RMB 203,392,382.72 payable to Xingzhong Group) on 29 November 2016 under
the Equity Transfer Agreement and the relate documents entered into between the Company and Oufuyuan Technology. The details
were set out in the announcement (No.: 2016-114 ) of progress of the material assets disposal made by the Company in China
Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 1 December 2016. on 19 December
2016, the Company and Oufuyuan Technology completed business registration change for this equity transfer, the respective 75%
equity interests in Shenzhong Property and Shenzhong Development held by the Company were changed to be registered under the
name of Oufuyuan Technology, and Shenzhong Property and Shenzhong Development had been granted with the new business
licenses. On 22 December 2016, the Company and Oufuyuan Technology completed handover of the various documents and seals of
Shenzhong Property and Shenzhong Development, the details of which were set out in the announcement of progress of the material
assets disposal (No.: 2016-116) of the Company published in China Securities, Securities Times, Hong Kong Commercial Daily and
Juchao Information Website on 24 December 2016. As at the disclosure of this report, Oufuyuan Technology has paid the equity
transfer transaction price and the first debt repayment which shall be payable by it during the current stage under the Equity Transfer
Agreement. The relevant subsequent issues mainly included the outstanding transaction price of RMB420,156,083.84 (including
RMB 331,066,153.79 payable to the Company and RMB89,089,930.05 payable to Xingzhong Group) payable by Oufuyuan
Technology and the related interests accrued subsequent to 30 June 2016 which should be settled in one-off within one year
commencing from the date of the Equity Transfer Agreement under the Agreement. Parties to this material assets disposal are still
required to perform the subsequent obligations under the Equity Transfer Agreement and its supporting documents.
3. Reclaim of land parcels No. T102-0011 and No. T102-0155. on 29 August 2016, the Company received from Shenzhen Qianhai
Shengang Modern Service Cooperation Zone Administration Bureau (“Shenzhen Qianhai Administration Bureau”) the reply letter
concerning land assets disposal of Shenzhen Nanshan Power (No.: SQHH[2016]784) and the letter relating to reclaim of the land use
right of the land parcels No. T102-0011 and No. T102-0155 (No.: SQHH[2016]794). Upon receipt of these letters, the Company made
prompt information disclosure, and held the 11th extraordinary meeting of the 7th board on 5 September 2016 to consider and approve
the proposal relating to processing the reclaim of the land use right of the land parcels No. T102-0011 and No. T102-0155 and
formed relevant resolution. For details, please refer to the announcement (No. 2016-066) in relation to the letter of Shenzhen Qianhai
Administration Bureau concerning reclaim of the land use right of the land parcels No. T102-0011 and No. T102-0155 and the
announcement (No. 2016-068) in relation to the resolution of the 11th extraordinary meeting of the 7th board published by the
Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 31 August 2016
and 7 September 2016, respectively. On 19 September, Shenzhen Economic, Trade and Information Committee convened a meeting
to discuss relevant issues in respect of the above reclaim of land, and formed meeting minutes accordingly. On 17 October, the
Company received the letter of information from Shenzhen Qianhai Investment Holding Company in relation to selection of mapping
and assessment institution for the lands of Shenzhen Nanshan Power subject to reclaim (SQKH[2016]179). As entrusted by Qianhai
Administration Bureau, Shenzhen Qianhai Development Investment Holding Co., Ltd., as the specific entity to process land
preparation of Qianhai, has established a list for nominators of mapping and assessment institutions which would be determined by
lot number. On 26 October, , Shenzhen Qianhai Development Investment Holding Co., Ltd. has identified the mapping and
assessment intermediates for Shenzhen Nanshan Power by means of lot number, namely Shenzhen Changkan Survey Design
Company and Shenzhen Yinglian Land Real Estate Assessment Consultant Company, respectively. On 24 November, the Company
signed confidential agreement with Shenzhen Qianhai Administration Bureau and Shenzhen Qianhai Development Investment
Holding Co., Ltd. On 7 February 2017, the Company received a letter from Shenzhen Qianhai Development Investment Holding Co.,
Ltd. in relating to provision of title materials by Shenzhen Nanshan Power and review on the draft mapping report and on-site
assessment survey data (No.: SQKH[2017]28), asking the Company to verify the draft mapping report, the summarized data of the
objects and plants relocated issued by the assessment company through on-site survey and the second decoration survey table, and to
issue reply in written in respect of the same. Also, the letter required Shenzhen Nanshan Power to provide necessary information to
verify the titles of the relevant buildings and land. However, because the aforesaid verification was of high professionalism and
required substantial efforts and resources, and the Company had no relevant professional staff and equipments and did not possess
relevant qualification, it was not able for the Company to verify the contents of the reports and make professional judgment on the
same. What can the Company do in the current stage is to review any omission (if any) and supplement with relevant contents.
Therefore, the verification results from the Company should be for reference only by Shenzhen Qianhai Development Investment
Holding Co., Ltd. and the related intermediates, instead of basis. On 7 March, the Company replied Shenzhen Qianhai Development
Investment Holding Co., Ltd. with the initial verification results and the relevant title information. Prior to disclosure of this report,
the Company has set up a special working team to take charge of the land reclaim, to cooperate with the government authorities and
other entities to prepare the land reclaim. The Company will follow closely the working arrangements of the government authorities
and Shenzhen Qianhai Administration Bureau, engage law firm, consultant and other intermediates in due course and further
optimize the calculation and communication of the potential compensation on a prudent basis, to safeguard the interests of its
shareholders and employees on the best efforts. Besides, necessary decision approval procedure and information disclosure will be
conducted under relevant laws, regulation and regulatory documents based on the actual progress of this matter.
4. The benefit funds for projects technology reform. The Company made disclosure about the benefit funds for projects technology
reform in the first quarterly report of the Company for 2016. As required by relevant authorities, the Company held several meetings
to discuss the relevant matters, made further investigation about the particulars of these funds and identified designated person to take
charge of the collection of the funds. Currently, the Company is trying to contact with relevant parties and serving them the notice
demanding for return of the relevant funds. During the reporting period, an amount of RMB500,000 has been returned as the benefit
funds for projects technology reform. Details are disclosed in the first quarterly report of the Company for 2016, the interim report of
the Company for 2016 and the third quarterly report of the Company for 2016 (No.: 2016-026, 2016-057 and 2016-088) published in
China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website. The Company will continue to
propel the relevant works and perform information disclosure obligation constantly under relevant requirements.
5. Increase of holding of shares of the Company. In 2015, according to the requirements under the notice relating to increase of
holding of the Company’s shares by the substantial shareholders, directors, supervisors and senior management of listed company
issued by the CSRC (ZJF[2015]51), Guangju Industrial, a shareholder of the Company, intended to increase holding of shares in the
Company by assets management through securities dealers and fund management companies with its own capital of not less than
RMB25,120,000 since 9 July 2015, and undertook not to reduce holding within 6 months commencing from implementation of this
shareholding increase plan. During the period from 16 September 2015 to 9 May 2016, Guangju Industrial had accumulatively
increased holding of 2,908,201 A shares in the Company by way of assets management, accounting for 0.48% of the total shares of
the Company. The amount of shares subject to this increase of shareholding was approximately RMB25,127,900, representing
completion of the shareholding increase plan. After this increase of shareholding, Guangju Industrial held, whether directly held by
itself or held through asset management account, 73,666,824 A shares in the Company, accounting for 12.22% of the total shares of
the Company. This increase of shareholding complied with relevant laws, regulations and requirements of the Shenzhen Stock
Exchange. Details are disclosed in the announcement relating to increase of shareholding in the Company by the shareholders and
chairman of the board of the Company, the third quarterly report of the Company for 2015 and the announcement relating to
completion of the shareholding increase plan (No.: 2015-052, 2015-072 and 2016-030) published by the Company in China
Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 9 July 2015, 23 October 2015 and 10
May 2016.
Save as disclosed above, there is no progress or change in the Xinjiang-Guangdong Assistance Project participated by the Company
in 2013, the proposed application to the National Association of Financial Market Institutional Investors for issuance of medium-term
notes with an aggregate of principal of not more than RMB500 million (inclusive of RMB500 million) and the proposed non-public
offering of corporate bonds with principal of not more than RMB2 billion (inclusive of RMB2 billion) during this reporting period.
XX. Significant event of subsidiary of the Company
√Applicable □ Not applicable
1. Authorization of the project of Shen Nan Dian Dongguan Company. On 14 January 2016, our controlling subsidiary Shen Nan
Dian Dongguan Company received the reply from Guangdong Development and Reform Committee relating to authorization of the
gas-steam-fired combination generation project of Gaobu Natural Gas Power Plant (YFGNDH[2016]140), which set out that: after a
thorough consideration of the safety operation of the power system of the whole province and secured energy supply, Guangdong
Development and Reform Committee granted in consent to develop the 2×180MW gas-steam combination generation project by
Gaobu Natural Gas Power Plant of Shen Nan Dian Dongguan Company so as to facilitate the authorization procedure of this matter.
Shen Nan Dian Dongguan Company has executed the relevant dispatch generation agreement with a power grid company, and
obtained from the southern regulatory bureau of the National Energy Administration on 7 March Power Business License. Two 9E
generating units of Shen Nan Dian Dongguan Company have been put into operation for power generation. Details are disclosed in
the announcement relating to Shen Nan Dian (Dongguan) Weimei Power Co., Ltd. (a controlling subsidiary of the Company)’s
receipt of reply relating to authorization of the gas-steam-fired combination generation project of Gaobu Natural Gas Power Plant
(No.: 2016-001) published by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao
Information Website on 16 January 2016.
2. Heat network phase 1 of the heat-power combination production project of Shen Nan Dian Zhongshan Company. In order to
improve relevant procedures, achieve industrial upgrade and provide conditions for sustainable development, the 7th board of
directors held the 8th extraordinary meeting on 22 January 2016 to consider and approve the proposal relating to investment of Shen
Nan Dian (Zhongshan) Power Co., Ltd. (a controlling subsidiary of the Company) in construction of heat network phase 1 of the
heat-power combination production project. The company completed drawing design, preparation of project budget report and
bidding of supervisory entity for this project. In addition, the project also obtained the construction planning permit from the local
planning bureau, bridge and dam related approval documents from the local water affairs bureau and the relevant supporting
materials from the local transportation group consenting utilization of relevant routes. At the current stage, tender for project
construction and installment has been finished with the winning entity identified, and construction has commenced on 16 February
2017. Details are disclosed in the announcement relating to investment of Shen Nan Dian (Zhongshan) Power Co., Ltd. (a controlling
subsidiary of the Company) in construction of heat network phase 1 of the heat-power combination production project (No.:
2016-004) published by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information
Website on 23 January 2016.
3. Confirmation of the temporary power price of Shen Nan Dian Dongguan. On 28 January 2016, our controlling subsidiary Shen
Nan Dian Dongguan received the reply on confirming the temporary power price of Gaobu Power Plant of Shen Nan Dian
(Dongguan) Weimei Power Company Limited (YFGJGH[2016]379), pursuant to which, the temporary power price of Gaobu Power
Plant of Shen Nan Dian Dongguan Company was confirmed as RMB0.745/kWh (tax included) with effect from 1 February 2016.
Details are disclosed in the announcement relating to Shen Nan Dian (Dongguan) Weimei Power Company Limited’ s receipt of
reply on confirming the temporary power price of Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei Power Company
Limited (No.: 2016-006) published by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao
Information Website on 30 January 2016.
4. Lawsuits by Xiefu. On 24 February 2016, Xiefu Company, our controlling subsidiary, submitted a civil complaint and certain
registered materials to the People’s Court of Huangpu district, Guangzhou, against Sinopec Zhonghai Company with respect to its
default of petroleum amount. On 16 May 2016, the case was heard by the People’s Court of Huangpu district, Guangzhou. On 23
August, Xiefu Company was issued a civil judgment ((2016)Y0112MC No.858) from the aforesaid court. On 9 September, the
Company was informed by Xiefu Company that Sinopec Zhonghai Company had submitted another civil complaint to the People’s
Court of Huangpu district of Guangzhou due to its disagreement with the judgment made by the court, to require an appeal in the
Intermediate People’s Court of Guangzhou. At the end of December 2016, Xiefu Company received a civil judgment ((2016)Y01MZ
No.15716) from the Intermediate People’s Court of Guangzhou which rejected the appeal and determined to maintain the original
judgment. On 24 January 2017, Xiefu Company received the total payment of RMB55,696,080.66 made by Sinopec Zhonghai
Company based on the final judgment issued by the Intermediate People’s Court of Guangzhou, including the outstanding payment
for goods of RMB51,128,173.60, overdue interests of RMB4,259,767.06, the case acceptance charge for the first instance of
RMB303,140.00 and property preservation fee of RMB5,000.00. Till then, the procedure for this lawsuit of Xiefu Company came to an
end. For details, please refer to the announcement relating to a lawsuit made by the subsidiary Shenzhen Xiefu Energy Co., Ltd. and
the announcements relating to the progress of this lawsuit (No.: 2016-007, 2016-061, 2016-073, 2016-118 and 2017-003) published
by the Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 1 March
2016, 25 August 2016, 10 September 2016, 31 December 2016 and 26 January 2017, respectively.
5. Subsidy for gas-fired and oil-fired processing fee.
On 9 May 2016, the Company was served with a notice from Guangdong Development and Reform Commission, Guangdong
Economy and Information Committee and Guangdong Finance Bureau on subsidy for gas-fired and oil-fired processing fee for the
period from January to September of 2015 (YFGJG[2016]221). According to the notice on temporary collection of gas-fired and
oil-fired processing fee (YFH[2008]31) issued by the people’s government of Guangdong province, it was confirmed that for the
period from January to September of 2015, the power generation income of Zhongshan Nanlang Power Plant (a subsidiary of Shen
Nan Dian Zhongshan Company which in turn was one of our controlling subsidiaries) was RMB0.913/kWh, and that of Dongguan
Gaobu Power Plant (a subsidiary of Shen Nan Dian Dongguan Company) was RMB0.89/kWh. The above power generation income
of these two plants was partly settled by Guangdong Power Grid Company directly with the power plants based on the quantity of
electricity supplied by the plants to the power grid and the transaction price, and the remaining income was compensated by means of
gas-fired and oil-fired processing fee. According to that notice, revenue for the current period would increase by RMB6,643,200 for
Shen Nan Dian Zhongshan Company, and RMB1,257,900 for Shen Nan Dian Dongguan Company. For details, please refer to the
announcement relating to receipt of the notice on subsidy for gas-fired and oil-fired processing fee for the period from January to
September of 2015 (No.: 2016-031) published by the Company in China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao Information Website on 10 May 2016.
6. Planning and adjustment of Shenzhong Development Company. On 19 September 2016, the Company received a letter from its
controlling subsidiary Shenzhong Development Company indicating that Zhongshan Torch High-tech Industrial Development Zone
Administration Committee (hereinafter referred to as “Zhongshan Torch Development Zone Administration Committee”) issued the
public notice relating to regulated detailed planning adjustment for land in Linggang and the surrounding areas in Torch Zone of
Zhongshan (2015) which would be available for public inspection for 30 days, namely from 7 SEPTEMBER 2016 TO 6 October
2016. The notice involved regulated detailed planning adjustment on the land owned by Shenzhong Development Company.
Shenzhong Development Company has submitted to Zhongshan Torch Development Zone Administration Committee an application
in respect of regulated adjustment of land owned by Zhongshan Shenzhong Real Estate Development Co., Ltd., pursuant to which,
Shenzhong Development Company expressed its disagreement with the planned adjustment involving 346 mu of land owned by the
company as set out in the regulated detained planning adjustment scheme for 2015. For details, please refer to the announcement
relating to public notice on regulated detailed planning adjustment for land in Linggang and the surrounding areas in Torch Zone of
Zhongshan (2015) issued by Zhongshan Torch Development Zone Administration Committee (No.: 2016-076) published by the
Company in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 21 September
2016. on 19 December 2016, the Company and Oufuyuan Technology completed business registration change for the equity transfer.
As such, the respective 75% equity interests held by the Company in Shenzhong Property Company and Shenzhong Development
Company have been transferred to Oufuyuan Technology. For details, please refer to the announcement of the Company relating to
progress of material assets disposal (No.: 2016-116).
7. Shen Nan Dian Zhongshan Company is included in the list of bilateral trading and monthly centralized competition power plants.
On 14 December 2016, our controlling subsidiary Shen Nan Dian Zhongshan Company received the notice reproduced from
Zhongshan Development and Reform Bureau relating to the orderly arrangement of power generation/utilization plan and working
arrangement regarding power wholesale trading for 2017 jointly issued by Guangdong Development and Reform Committee,
Guangdong Economic and Information Committee and southern regulatory bureau of the state energy bureau (the “Notice”)
(YFGND[2016]784). According to the requirements of the national and provincial governments in relation to further reinforcement
of power system reform, Guangdong will implement power supply-side reform and relevant supporting plans in 2017. In respect of
the orderly arrangement of power generation/utilization plan, clean energy appetite and safe and stable system operation are secured
by establishment of priority power generation/purchase system. Subject to supply and demand balance and an orderly society, efforts
are made to gradually realize market trading of power in full other than the power involved in the priority power generation/purchase.
According to the Notice, Shen Nan Dian Zhongshan Company was included in the list of power plants participating in bilateral
trading and monthly centralized competition trading in 2017. the details are set out in the announcement of the Company (No.:
2016-115) published in China Securities, Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 15
December 2016 relating to the receipt of the Notice by the controlling subsidiary Shen Nan Dian Zhongshan Company on the orderly
arrangement of power generation/utilization plan and working arrangement regarding power wholesale trading for 2017. The
Company held the 16th extraordinary meeting of the 7th board of directors on 23 December 2016, to consider and approve the
proposal on conducting projects under the 2017 power generation/utilization bilateral trading by Shen Nan Dian Zhongshan
Company, pursuant to which, Shen Nan Dian Zhongshan Company was authorized to carry out the bilateral trading and monthly
centralized competition trading within the authorization of the Board. For details, please refer to the announcement of the Company
on resolution of the 16th extraordinary meeting of the 7th board of directors (No.: 2016-117) published in China Securities,
Securities Times, Hong Kong Commercial Daily and Juchao Information Website on 24 December 2016. Till disclosure of this report,
Shen Nan Dian Zhongshan Company has entered into bilateral trading contract with Guangdong Huawang Power Supply Co., Ltd.
and begun to participate in monthly centralized competition trading.
8. Coal-fired cogeneration improvement project of Shen Nan Dian Dongguan Company. In order to propel industrial upgrade and
realize sustainable development, the 7th board of directors held the 9th meeting on 21 October 2016 to consider and approve the
proposal on preparation of the coal-fired cogeneration project and filing of the centralized heat supply pipeline network project
conducted by Shen Nan Dian Dongguan Company, pursuant to which, Shen Nan Dian Dongguan Company was permitted to conduct
preparation of the coal-fired cogeneration project and filing of the centralized heat supply pipeline network project and the Company
was authorized to execute the investment letter of intention in relation to construction of the centralized heat supply pipeline network
project in Gaobu Town. On 24 March 2017, the 7th board of directors held the 10th meeting to consider and approve the proposal on
the controlling subsidiary Shen Nan Dian (Zhongshan) Power Co., Ltd’s investment in coal-fired cogeneration power supply
improvement project, pursuant to which, it was agreed for Shen Nan Dian Dongguan Company to invest in construction of the
coal-fired cogeneration power supply improvement project with total investment amount of RMB59.89 million, and chairman of the
board of Shen Nan Dian Dongguan Company was authorized to execute relevant contracts and documents subject to the total
investment amount in respect of the coal-fired cogeneration power supply improvement project. For details, please refer to
announcements of the Company relating to the resolution of the 9th meeting of the 7th board of directors and relating to the
controlling subsidiary Shen Nan Dian (Dongguan) Power Co., Ltd’s investment in coal-fired cogeneration power supply
improvement project (No.: 2016-086 and 2017-018) published in China Securities, Securities Times, Hong Kong Commercial Daily
and Juchao Information Website on 25 October 2016 and 28 March 2017, respectively.
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
New Capitalizatio
Bonus Proportio
Amount Proportion shares n of public Others Subtotal Amount
shares n
issued reserve
I. Restricted shares 12,993 0.0022% 12,993 0.0022%
3. Other domestic
12,993 0.0022% 12,993 0.0022%
shareholding
Domestic nature
12,993 0.0022% 12,993 0.0022%
person shares
II. Unrestricted shares 602,749,603 99.9978% 602,749,603 99.9978%
1. RMB Ordinary shares 338,895,157 56.2249% 338,895,157 56.2249%
2. Domestically listed
263,854,446 43.7751% 263,854,446 43.7751%
foreign shares
III. Total shares 602,762,596 100.00% 602,762,596 100.00%
Reasons for share changed
□ Applicable √ Not applicable
Approval of share changed
□ Applicable √ Not applicable
Ownership transfer of share changes
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
□ Applicable √ Not applicable
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
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
Total preference shareholders with
Total common
Total common shareholders with voting rights
stock
stock voting rights recovered at end
shareholders at
shareholders in 32,239 32,500 recovered at end of 0 of last month
end of last month
reporting reporting period (if before annual
before annual
period-end applicable) (see report disclosed
report disclosed
note 8) (if applicable)
(see note 8)
Particulars about shares held above 5% by shareholders or top ten shareholders
Total Number of share
shareholders Amount of Amount of pledged/frozen
Proportion Changes in
Full name of Nature of
of shares at the end restricted shares un-restricted
Shareholders shareholder report period State of Amoun
held
of report held shares held
share t
period
HONG KONG
NAM HOI Overseas legal
15.28% 92,123,248 92,123,248
(INTERNATIONA person
L) LTD.
Shenzhen Guangju State-owned
12.22% 73,666,824 +1,215,701 73,666,824
Industrial Co., Ltd. legal person
Shenzhen Energy State-owned
10.80% 65,106,130 65,106,130
Co., Ltd. legal person
National Social
Other 1.49% 9,000,057 9,000,057
Security Fund-604
BOCI Overseas legal
1.33% 7,997,727 7,997,727
SECURITIES person
LIMITED
China Merchants
State-owned
Securities H.K. 1.01% 6,096,605 6,096,605
legal person
Co., Ltd.
Domestic
Zeng Yin 1.00% 6,049,070 6,049,070
nature person
Overseas legal
Zhang Heping 0.93% 5,592,200 5,592,200
person
GUOTAI JUNAN
SECURITIES(HO Domestic
0.77% 4,644,588 4,644,588
NGKONG) nature person
LIMITED
Domestic
Li Baoqin 0.50% 3,041,400 3,041,400
nature person
Strategy investors or general
corporation comes top 10
N/A
shareholders due to rights issue (if
applicable) (see note3)
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED100% held by
Explanation on associated
SHENZHEN ENERGY (GROUP) CO., LTD
relationship among the aforesaid
2. The Company is unknown whether there exists associated relationship or belongs to the
shareholders
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
RMB common
National Social Security Fund-604 9,000,057 9,000,057
shares
Domestically
BOCI SECURITIES LIMITED 7,997,727 listed foreign 7,997,727
shares
Domestically
China Merchants Securities H.K. Co., Ltd. 6,096,605 listed foreign 6,096,605
shares
Domestically
Zeng Ying 6,049,070 listed foreign 6,049,070
shares
Zhang Heping 5,592,200 RMB common 4,351,900
shares
Domestically
listed foreign 1,240,300
shares
Domestically
GUOTAI JUNAN
4,644,588 listed foreign 4,644,588
SECURITIES(HONGKONG) LIMITED
shares
Domestically
Li Baoqin 3,041,400 listed foreign 3,041,400
shares
Expiation on associated relationship or
1. 100% equity of HONG KONG NAM HOI (INTERNATIONAL) LIMITED was
consistent actors within the top 10
held by SHENZHEN ENERGY (GROUP) CO., LTD
un-restrict shareholders and between top 10
2. Among other social public shareholders, the Company did not know whether there
un-restrict shareholders and top 10
were associated relationships or belonging to consistent actors.
shareholders
Explanation on top 10 shareholders
N/A
involving margin business (if applicable)
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 Xiong Peijin. 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
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
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
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
Start held at Other held at
Working End date increased decreased
dated of
Title Sex Age of office period-be changes period-en
Name status office in this in this
term
term gin (share) d
period period
(Share) (Share)
(Share) (Share)
Yang Currently 2008-09- 2017-11-
Chairman M 60 0 0 0 0
Haixian in office 23
Li
Currently 2011-01- 2017-11-
Hongshen Vice chairman M 53 0 0 0 0
in office 13
g
2015-04- 2017-11-
Wu
Currently 20; 12;
Dongxian Director, GM M 52 0 0 0 0
in office 2015-04- 2018-04-
g
03
Yu Currently 1998-08- 2017-11-
Director F 51 0 0 0 0
Chunling in office 01
Currently 2011-05- 2017-11-
Zhou Qun Director M 52 0 0 0 0
in office 25
Qiang Currently 2014-11- 2017-11-
Director M 47 0 0 0 0
Wenqiao in office 12
Chen Currently 2011-05- 2017-11-
Director F 53 0 0 0 0
Lihong in office 25
Director, 2016-04-
Wu Currently 2017-11-
Standing M 51 25; 0 0 0 0
Guowen in office
deputy GM 2016-4-1
2015-04- 2017-11-
Director, Currently 20; 12;
Lin Qing F 52 0 0 0 0
Deputy GM in office 2003-10- 2018-04-
17
Independent Currently 2011-05- 2017-11-
Li Zheng M 59 0 0 0 0
director in office 25
Wang Independent Currently 2011-05- 2017-11-
M 56 0 0 0 0
Xiaodong director in office 25
Wang Independent Currently 2011-05- 2017-11-
M 56 0 0 0 0
Junsheng director in office 25
Tan Independent Currently 2011-05- 2017-11-
M 56 0 0 0 0
Tianyun director in office 25
Pan Independent Currently 2011-05- 2017-11-
M 70 0 0 0 0
Chengwei director in office 25 12
Liao Independent Currently 2013-11- 2017-11-
M 46 0 0 0 0
Nangang director in office 15 12
Zhao Chief Currently 2011-05- 2017-11-
M 58 0 0 0 0
Xiangzhi supervisor in office 25 12
Ma Currently 2011-05- 2017-11-
Supervisor F 54 0 0 0 0
Fengming in office 25 12
Ji Currently 2011-05- 2017-11-
Supervisor F 49 0 0 0 0
Yuanhong in office 25 2
Currently 2015-04- 2017-11-
Peng Siqi Supervisor M 34 0 0 0 0
in office 20 12
Ding Employee Currently 2014-11- 2017-11-
M 56 0 0 0 0
Weili supervisor in office 12 12
Employee Currently 2014-11- 2017-11-
Yan Ping M 50 0 0 0 0
supervisor in office 12 12
Zhang Employee Currently 2014-11- 2017-11-
M 52 0 0 0 0
Yunlong supervisor in office 12 12
Lian Employee Currently 2014-11- 2017-11-
M 48 0 0 0 0
Jianqiang supervisor in office 12 12
2006-12-
deputy GM,
Currently 30; 2018-04-
Zhang Jie secretary of the F 48 17,325 0 0 0 17,325
in office 2015-12- 03
Board
Currently 2003-08- 2018-04-
Zhu Wei deputy GM M 59 0 0 0 0
in office 22 03
Wang Currently 2006-12- 2018-04-
Chief engineer M 55 0 0 0 0
Rendong in office 30 03
Huang Currently 2015-04- 2018-04-
CFO M 46 0 0 0 0
Jian in office 03 03
Director,
Leave the 2015-04- 2016-04-
Ji Ming Standing M 60 0 0 0 0
post 20 01
deputy GM
Total -- -- -- -- -- -- 17,325 0 0 0 17,325
II. Changes of directors, supervisors and senior executives
Name Title Type Date Reasons
Director change and elected director;
Director, Be elected, 2016-4-25; appointed as standing deputy GM for
Wu Guowen
Standing deputy GM Appointment 2016-4-1 work requirement
Director,
Ji Ming Leave the post 2016-4-1 Retirement
Standing deputy GM
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive at the present in latest five years
Members of the Board of Directors:
Mr. Yang Haixian, born in1956, was Industrial and commercial enterprise management engineering graduate students, a senior
economic engineer, senior administration engineer and MBA. He has successively served as general manager assistance and member
of party committee of Shenzhen Energy Corporation; director GM and chairman of Shenzhen Energy Investment Co., Ltd.; Chairman
of Shenzhen Mawan Power Co., Ltd and convener of the Board of Shenzhen Western electric Co., Ltd.; Director of Huizhou City
Gas Development Co., Ltd; Chairman of Dongguan Zhangyang electric power Company; Chairman of Huizhou Fengda electric
power Co., Ltd; Chairman of Shenzhen Energy Inner Mongolia manchuria electric power Company; and now he serves as Chairman
of the Company; Chairman of Shen Nan Energy (Singapore) Co., Ltd.director of Shenzhen Energy Environment Protection
Company.
Mr. Li Hongsheng, born in 1963, was Communist party member, a master of Tianjin University, an economist. In 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 now he serves as vice president of the Company.
Mr. Wu Dongxiang, born in 1964, graduated from Shanghai FiancéCollege in 1987, major in accounting, bachelor degree, Senior
Accountant. He worked in China Construction Fifth Engineering Division Corp., Ltd from 1987 to 1992. He successively served as
infrastructure treasurer of the financial department of Mawan Power Plant Co., Ltd., deputy director of the financial department of
branch of Energy Group, Finance Minister and vice general accountant of Tongling Shenneng Power Co., Ltd., Finance Minister and
deputy GM of Eastern Power Plan; deputy director of financial management department of Shenzhen Energy Group Co., Ltd.
director of financial management department and party branch secretary of Shenzhen Energy Group Co., Ltd. Now he serves as
member of the CCDI in Shenzhen Energy Group Co., Ltd., party branch secretary of the financial management department of
Shenzhen Energy Group Co., Ltd. He serves as director and GM of the Company, Chairman of Shen Nan Dian (Zhongshan) Electric
Power Co., Ltd; Chairman of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd since April 2015.
Ms. Yu Chunling, was born in 1965, senior engineer, on-job postgraduate of economics of Beijing University, was graduated from the
specialty of power plant construction structure engineering, Wuhan University of Hydraulic and Electrical Engineering, successively
held the posts of technician and civil engineering contract engineer of engineering department of Guangdong Nuclear Power Heying
Co., Ltd, project manager of Shenzhen Energy Investment Holding Co., Ltd, vice business director, business director of office as well
as minister of fuel trade department, minister of planning and developing department as well as office director of pumped-reservoir
power plant preparing office of Shenzhen Energy Corporation, and now holds the post of director general manager of Shenzhen
Energy (Hong Kong) International Co., Ltd; Chairman of HONG KONG NAM HOI (INTERNATIONAL) LTD; Director of the
Company.
Mr. Zhou Qun, was born in 1964, an economic engineer and Bachelor of Science of East China Institute of Technology, used to work
in Shenzhen Geological Bureau, Shenzhen Nanshan Investment Management Corporation, Shenzhen Municipal State-owned Assets
Management Office and Shenzhen Investment Management Corporation, successively held the posts of assistant engineer, office
director, deputy director general, assistant minister of secretariat of board of directors, had successively held the posts of secretary of
board of directors, general manager assistant and office director of SHENZHEN ENERGY (GROUP) CO., LTD, preparing office
director of Shenzhen Pumped-storage Power Station, president of Huizhou City Gas Co., Ltd as well as president of Huizhou Fengda
Power Co., Ltd and director of Huizhou Shenzhen Energy Investment Co., Ltd; now he is the President of Shenzhen Energy Finance
Corporation; Director of the Company.
Mr. Qiang Wenqiao, was born in 1969, master, graduated from Xi’an Jiaotong University, major in electric, an engineer. 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 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; Director of
the Company.
Ms. Chen Lihong, was born in 1963, member of CPC, an accountant, university graduated. She worked in Shenzhen Guangju Energy
Co., Ltd. since 1999; served as Deputy GM of Shenzhen Guangju Energy Co., Ltd. since January 2002; and serves as director of the
Guangju Energy (H.K.) Co., Ltd. since December 2007; took director of Shenzhen Mawan Power Co., Ltd. since November 2010.
She now serves as 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. since December 2010, 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, also serves as chairman of Zhongshan Shenzhong Real Estate Development Co., Ltd
and Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd from April 2016 to December 2016.
Ms. Lin Qing, was born in 1964, a senior engineer, a master of Electrical Power Engineering from Hunan University. She worked as
a teacher in power department of Changsha Hydroelectric Teachers College from 1985 to 1990. She worked in engineering dept. of
Guangdong Dayawan nuclear plant from 1990 to 1991. she serves as secretary of the comprehensive dept., director of the Shenzhen
Energy Corporation since December 1991, director of office of the Shenzhen Western Power Company, business chief, party
department director, chairman of the organ labor union, office director, party branch secretary of the office, director of labor union
office, member of the party committee and GM assistant of the Shenzhen Energy Group Co., Ltd.. And she used to be the chairman
of subordinate enterprise Shenzhen Server Oil Supply Co., Ltd., chairman of Shenzhen New Power Industrial Co., Ltd. and Director
of Anhui Tongling Wanneng Power Co., Ltd. since 2003. She serves deputy GM of the Company since October 2003; serves as
director, member of auditing committee, member of nomination committee and remuneration and verification committee of the
Company since April 2015.
Mr. Li Zheng, was born in 1957, Bachelor of Laws, a practicing lawyer. He worked as full-time attorney in Zhenjiang Jinhua Laws
Firm in 1983, served as senior researcher in China (Shenzhen) Comprehensive Development Institute in May 1991, during the period
he served as part-time lawyer in China Legal Affairs Center and Shentianping Laws Firm, served as a partner and practicing lawyer
in Guangdong Renren Laws Firm in 1996. He serves as a partner and practicing lawyer in Guangdong Shentiancheng Laws Firm
since August 2010; hold the post of independent director of the Company since 25 May 2011.
Mr. Wang Xiaodong, was born in 1960, bachelor degree, a lawyer, work as lawyer business since 1987, obtained a lawyer’s practice
license in 1988; and obtained “Qualification Certification of Lawyers for Securities and Laws Engaged” issued by CSRC and
Ministry of Justice in 1993; he was engaged as member of 10th and 11th Session of Issuance Audit Committee of CSRC from May
2008 to April 2010; He served as partner of Dangdong Foreign, Shenzhen Xinda, Shenzhen Jingtain laws firm and Guangdong Bohe
Laws Firm from 1989 to 2004, a law partner of Grandall Law Firm (Shenzhen) Office since 2005, and also served as full-time
member of 10th and 11th session of Issuance Audit Committee of CSRC during May 2008 to April 2010.He hold the post of
independent director of the Company since 25 May 2011.
Mr. Wang Junsheng, was born in 1960, PHD, a researcher; he worked since September 1978, and successively served as director of
material office of Asia Olympic Village of 11th Organizing Committee of Asian Olympic, manager of comprehensive business dept.
of Beijing International Power Development Investment Co., Ltd and deputy GM of Zhonggong Entrust Investment Company. Now
he serves as researcher of Chinese Economic Technology Research & Consulting Co., Ltd, he serves as independent director of
China Merchants Shekou Industrial Zone Holdings Co., Ltd. Since 2016 and hold the post of independent director of the Company
since 25 May 2011.
Mr. Tang Tianyun, was born in 1960, bachelor degree, a senior accountant, an associate professor of accountancy. He used to served
as Chinese CPA for Shekou China CPA, and successively served as director, secretary of the Board, CFP and deputy GM of
Huayuan Industrial (Group) Co., Ltd. from 1991 to 2006; he serves as chief of financial development strategy for Qingdao Haier
Investment Development Co., Ltd. from 2007 to 2009, and successively serves as director, senior deputy chairman of Haier New
York Life Insurance Co., Ltd from June of 2009 to December 2012, and he serves as an associate professor of accountancy in
School of Accounting and Finance of Beijing Institute of Technology, Zhuhai since 2015. he serves as independent director of the
Company since 25 May 2011.
Mr. Pan Chengwei, was born in 1946, an accountant, worked in COSCO since 1965, and successively served as GM of financial
dept. of the Group and COSCO (H.K.) Co., ltd. respectively, director GM of COSCO (H.K.) Property Co., ltd and COSCO (H.K.)
Industry& Commercial Holding ltd respectively as well as chief representative of Shenzhen Office of COSCO; He served as
director of Shenzhen Shennan Petroleum (Group) Co., Ltd, from 2001 to 2004, director GM of COSCO (Cayman) Fuqing Holding
Co., Ltd. from 2005 to 2008 and served as manager of fuel oil futures of COSCO. He serves as independent non-executive director
of the China Merchants Bank Co., Ltd. and independent director of CIMC since 2012, hold the post of independent director of the
Company since 25 May 2011.
Mr. Liao Nangang, was born in 1970, bachelor of East China Political Science and Law in law major, a lawyer. He served as assistant
judge and judicial office in People’s Court of Shenzhen Nanshan District from 1992 to 2000; a lawyer in Guangdong ZhongAn Laws
Firm from 2001 to 2004; act as lawyer and partner of Guangdong Haohui Laws Firm from 2004 to 2013 and serves as partner of
Guangdong Guangjin Laws Firm since August 2013; he also act as arbitrator in Shenzhen Arbitration Commission. He had offered
systemic legal services for listed companies as China Merchants Property Development Co., Ltd. and China Merchants Bank Co.,
Ltd. (HQ). He holds the post of independent director of the Company since 15 November 2013.
Members of supervisory board:
Mr. Zhao Xiangzhi, was born in 1958, bachelor degree, graduated from Nanjing University of Science and Technology, a senior
accountant; he served as deputy director of state-run 5127 plant in 1990, deputy director(leadership level) of planning office of
state-run 5127 plant in 1992; served as deputy chief accountant of Shenzhen Company of China Yanxing and director of financial
dept. from 1993 to 1996; he successively served as CFO of Energy Group, delegated by Shenzhen Investment Management Company,
director, members of discipline committee, director of audit depart. And supervisor of Shenzhen Energy Group from 1996 to 2003; he
served as director of financial management of Shenzhen Energy (Group) Co., Ltd and chairman of supervisory committee of
Shenzhen Energy Investment Co., Ltd from 2003 to 2007; he serves as chairman and secretary of party committee for Shenzhen
Guangshen Shajiao B Power Co., Ltd. since 2007 to 2011; and serves as chief accountant of Shenzhen Energy Group since May of
2011. He holds the post of supervisory of the Company since 25 May 2011.
Ms. Ma Fengming, was born in 1962, a senior accountant and CPA; she successively served as University lecturer practicing CPA in
CPA firms and financial principal of foreign-funded enterprise from 1989 to 1995; she used to work as CPA of supervision &
auditing dept. of Shenzhen Energy Corp., director of financial dept. of Mawan Power Plant, director CPA of planning investment dept.
of Shenzhen Energy Group Co., and deputy director of supervision & auditing dept. and auditing dept.; Now she serves as employee
supervisor and senior manager of auditing management dept. of Shenzhen Energy Group Co., Ltd, Director of CPT Wyndham
Holdings Ltd.(Cayman Is.), director of China Hydroelectric Corporation(Cayman Is.), director of China Hydroelectric Corporation
(Hong Kong) Limited (H.K.) and director of Sunpower Asia Limited (H.K), supervisor of Guodian Nanning Generation Co., Ltd, as
well as supervisor of Shenzhen Energy Group Co., Ltd and Shenzhen Energy Management Co., ltd. respectively. She holds the post
of supervisory of the Company since 25 May 2011.
Ms. Ji Yuanhong, was born in 1967, bachelor degree, an economist. She serves as secretary of the Board of Shenzhen Guangju
Energy Co., Ltd, since August 1999 and serves as deputy GM of Shenzhen Guangju Energy Co., Ltd since May of 2008 and director
of Shenzhen Guangju Energy Co., Ltd from March of 2012 to May 2015. She serves as vice president of Shenzhen SanDing oil trade
co., Ltd from April 2013 to January 2014, and vice president of Shenzhen Guangju Yida chemicals storage co., Ltd. since January
2014. She holds the post of supervisory of the Company since 25 May 2011.
Mr. Peng Siqi, born in 1982, a Communist Party members and a graduate of university, has served in Shekou Zhongjian Construction,
Nanshan Court, and Nantou Sub-district Office. He took post in the Secretary Department of the Board of Directors of Shenzhen
Guangju Energy Co., Ltd. Besides, he served as the supervisor of Shenzhen Nanshan Petroleum Ltd., Shenzhen Guangju Industry
Co., Ltd., Shenzhen Guangju Property Development Co., Ltd., Shenzhen Guangju Yisheng Oil & Chemical Logistics Co Ltd,
Shenzhen Guangjuyida Hazardous Chemicals Warehousing Co.Ltd, Shenzhen Shennan Gas Co., Ltd., and Shenzhen Mawan Power
Co., Ltd. he served as GM assistant of Shenzhen Nanshan Petroleum Co., Ltd. from 2016 to January 2017; the deputy GM of
Shenzhen Nanshan Petroleum Co., Ltd. since January 2017, Mr. Peng has taken the post of supervisor of the Company Since April 20,
2015.
Mr. Ding Weili, born in 1960, a senior economist, master’s degree, and graduated from Guangdong Academy of Social Sciences,
major in economics and management in 2001. He worked in Yingtan, Jiangxi Province from 1978 to 1981. He worked in the Jiangxi
Medical Company from 1981 to 1987. worked in Jiangxi Petroleum Corporation Company from 1987 to 1998. He served as deputy
GM of the Shenzhen Server Energy Co., Ltd. from 1998 to 2006, sent off by Shenzhen Energy Group. He works in Shenzhen
Nanshan Power Co., Ltd. since March 2006, served as deputy director of comprehensive department of Nanshan Power Plant from
2006 to 2007. During April 2007 to December 2013, he served as GM assistant of the Shen Nan Dian (Dongguan) Weimei Power
Co., ltd, the subordinate enterprise. He serves as director and standing deputy GM of Shenzhen Server Energy Co., Ltd. from January
2014 to December 2014, the subordinate enterprise; serves as director and GM of Shenzhen Server Energy Co., Ltd since January
2015. He serves as staff supervisor of the Company since 12 November 2014.
Mr. Yan Ping, born in 1966, a senior engineer, bachelor degree and graduated from Wuhan Univ. of Hydr. & Elec. Eng, major in
Applied Chemistry. He worked in Jiangxi Jingdezhen Power Station from 1987 to 1991. Works in Shenzhen Nanshan Power Co., ltd.
since, he used to served as the specific responsibility in water of the operation department. He served as secretary of the board and
comprehensive director of the Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd, the subordinate enterprise from June
2005 to April 2007. and transfer as the office director of the headquarters from April 2007 to November 2007. took planning office
director of the sludge drying from November 2007 to September 2009, he served as deputy GM (work as chair)of Shenzhen Shen
Nan Dian Environment Protection Co., Ltd. from October 2009 to September 2011, the subordinate enterprise, and serves as director
and GM of Shenzhen Shen Nan Dian Environment Protection Co., Ltd. since October 2011. He serves as staff supervisor of the
Company since 12 November 2014.
Mr. Zhang Yunlong, born in 1964, engineer and junior college degree, he graduated from Nanjing Amateur University of
Technology in 1990, major in mechanical engineering. He worked as technician in gas turbine workshop of the Nanjing Turbo Motor
Factory from 1984 to 1992. worked in Shenzhen Nanshan Power Co., Ltd. since 1993, and once served as the specialist engineer
major in gas turbine of the inspection and maintenance department as well as the assistant for chief engineer. Transfer to worked in
subordinate enterprise Shen Nan Dian Gas Turbine Engineering Technology Co., Ltd. in December 2003, successively served as
chief engineering, deputy GM and chief engineering; and he served as director and standing deputy GM of Shen Nan Dian Gas
Turbine Engineering Technology Co., Ltd. from April 2007 to November 2013, serves as director and GM of the Company since
December 2013. He serves as staff supervisor of the Company since 12 November 2014.
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, at the same time, served as director of the Shenzhen New Power Industrial Co., Ltd.
and Shen Nan Dian (Zhongshan) Electric Power Co., Ltd., the subordinate enterprises. He serves as deputy chief of the Nanshan
Power Factory since December 2013. He serves as staff supervisor of the Company since 12 November 2014.
Senior managers of the Company:
The resumes of managing director Wu Dongxiang, director and executive deputy GM Ji Ming, director and deputy GM Lin Qing
were mentioned above.
Ms. Zhang Jie, born in 1968, CHRM, Master of Psychology of Beijing University, Bachelor of Arts of Zhengzhou 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. Zhu Wei, born in 1957, a senior economist, master’s degree, he worked in Guangdong Xinfengjiang Power Plant. He joined the
Company in 1990; and he successively held the posts of assistant minister of development department, minister of supply department
and general manager assistant of the Company, he serves as deputy GM of the Company since August 2003. He serves as Chairman
of Shenzhen Server Petrochemical Supplying Co., Ltd since 2015
Mr. Wang Rendong, born in 1961, engineer with a master’s degree hold, was graduated from the specialty of thermal power of Power
Department, Huazhong University of Science and Technology, and then obtained a master of business administration on the specialty
of economic management of Huazhong University of Science and Technology; he used to work in the planning department of Beijing
Electrical Planning and Design Institute of State Ministry of Water Resources and Power, transferred and assigned to Shenzhen
Huadian Southern Development (Group) Company in June 1988; he joined the Company in 1990, and successively held the post of
minister of operating department, minister of engineering department, assistant chief engineer, general manager assistant and
employee supervisor of the Company; he held the post of head engineer of the Company since December 2006, and holds president
and GM of Shenzhen Shennandian Turbine Engineering Technology Co., Ltd., as well as director of Shennan Energy (Singapore)
Co., Ltd.
Mr. Huang Jian, was born in 1970, a senior accountant, bachelor degree, graduated from Changsha Hydraulic and Electric
Engineering Teachers College, major in accountant. He worked as engineering account of the financial office of Sichuan Yibing
Power Plant from 1991 to 1994. worked in the Shenzhen Energy Group Co., Ltd. since October 1994, and successively served as
accountant in financial dept. of Shenzhen Energy Group Co., Ltd., accountant, deputy director and director of financial dept. of
Shenzhen Western Power Co., Ltd.,-the subordinate enterprise of Shenzhen Energy Group Co., Ltd. he serves as manager of the
financial management dept. of the Company from January 2008 to April 2015. He serves as CFO of the Company since April 2015,
and now serves as chairman of the subordinate enterprise Shenzhen New Power Industrial Co., Ltd, director of Hong Kong
Syndisome Co., Ltd., Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd, Zhongshan Shenzhong Real Estate Development
Co., Ltd and Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd.
Post-holding in shareholder’s unit
√Applicable □ Not applicable
Received
Position in shareholder’s End date of remuneration from
Name Name of shareholder’s unit
unit n office term shareholder’s unit
(Y/N)
HONG KONG NAM HOI
Yu Chunling Chairman 2008 N
(INTERNATIONAL) LTD.
Ma Fengming Shenzhen Energy Co., Ltd. Supervisor 2011 N
Post-holding in other unit
√Applicable □ Not applicable
Received
End date of remuneration
Name Name of other units Position in other unit n
office term from other unit
(Y/N)
Yang Haixian Shen Nan Energy (Singapore) Co., Ltd. Chairman 2008 N
Hong Kong Syndisome Co., Ltd. Director 2015 N
Li Hongsheng Shenzhen Guangju Energy Co., Ltd. Managing director 2007 Y
Shen Nan Dian (Zhongshan) Electric Power
Wu Dongxiang Chairman 2015 N
Co., Ltd.
Shen Nan Dian (Dongguan) Weimei Electric
Chairman 2015 N
Power Co., Ltd
Shenzhen Energy (H.K) International Co.,
Yu Chunling Director GM 2013 Y
Ltd.
Zhou Qun Shenzhen Energy Financial Company Chairman 2010 Y
GM of property law
Qiang Wenqiao Shenzhen Energy Group Co., Ltd. 2008 Y
department
Chen Lihong Shenzhen Guangju Energy Co., Ltd. Deputy GM 2005 Y
Shen Nan Dian (Zhongshan) Electric Power
Wu Guowen Deputy Chairman 2016 N
Co., Ltd.
Zhao Xiangzhi Shenzhen Energy Group Co., Ltd. Chief accountant 2009 Y
Employee supervisor, GM
Ma Fengming Shenzhen Energy Group Co., Ltd. 2011 Y
of Auditing Dept.
Deputy GM and secretary
Ji Yuanhong Shenzhen Guangju Energy Co., Ltd. 1999 Y
of the Board
Property legal affairs
Peng Siqi Shenzhen Guangju Energy Co., Ltd. 2015 Y
officer
Shenzhen Nanshan Petroleum Co., Ltd. Deputy GM 2017 Y
Li Zheng Guangdong ShenTianCheng Law Firm Partner, lawyer 2010 Y
Wang Xiaodong Grandall Legal Group (Shenzhen) Office Partner, lawyer 2013 Y
China Economic & Technical Research
Wang Junsheng Researcher 2010 Y
Consulting Co., Ltd.
China Merchants Shekou Industrial Zone
Independent director 2016 Y
Holdings Co., Ltd.
School of Accounting and Finance of
Tang Tianyun Associate professor 2015 Y
Beijing Institute of Technology, Zhuhai
China Merchants Bank Co., Ltd., China
Pan Chengwei International Marine Containers (Group) Independent director 2012 Y
Ltd (CIMC)
Liao Nangang Guangdong Guanjing Law Firm Partner, lawyer 2013 Y
Shenzhen Shen Nan Dian Environment
Zhang Jie Chairman 2014 N
Protection Co., Ltd.
Shen Nan Energy (Singapore) Co., Ltd. Director 2008 N
Shenzhen Server Petrochemical Supplying
Zhu Wei Chairman 2015 N
Co., Ltd
Shenzhen Shennandian Turbine Engineering
Wang Rendong Chairman 2007 N
Technology Co., Ltd.
Shen Nan Energy (Singapore) Co., Ltd. Director 2008 N
Huang Jian Shenzhen New Power Industrial Co., Ltd. Chairman 2015 N
Hong Kong Syndisome Co., Ltd. Director 2015 N
Shen Nan Dian (Dongguan) Weimei Electric
Director 2015 N
Power Co., Ltd
Shenzhen Server Petrochemical Supplying
Ding Weili Director, GM 2015 Y
Co., Ltd
Shenzhen Shen Nan Dian Environment
Yan Ping Director, GM 2011 Y
Protection Co., Ltd.
Shenzhen Shennandian Turbine Engineering
Zhang Yunlong Director, GM 2013 Y
Technology 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
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 Whether
remuneration remuneration
Post-holdin
Name Title Sex Age obtained from obtained from
g status
the Company related party of
(before taxes) the Company
Currently in
Yang Haixian Chairman M 60 79.52 N
office
Currently in
Li Hongsheng Deputy chairman M 53 - Y
office
Wu Currently in
Managing director M 52 71.73 N
Dongxiang office
Currently in
Yu Chunling Director F 51 - Y
office
Currently in
Zhou Qun Director M 52 - Y
office
Qiang Currently in
Director M 47 - Y
Wenqiao office
Currently in
Chen Lihong Director F 53 - Y
office
Deputy standing Currently in
Wu Guowen M 51 50.31 N
managing director office
Deputy managing Currently in
Lin Qing F 52 66.59 N
director office
Currently in
Li Zheng Independent director M 59 11.9 N
office
Wamg Currently in
Independent director M 56 11.9 N
Xiaodong office
Wang Currently in
Independent director M 56 11.9 N
Junsheng office
Currently in
Tang Tianyun Independent director M 56 11.9 N
office
Currently in
Pan Chengwei Independent director M 70 11.9 N
office
Currently in
Liao Nangang Independent director M 46 11.9 N
office
Zhao Currently in
Chief supervisor M 58 - Y
Xiangzhi office
Currently in
Ma Fengming Supervisor F 54 - Y
office
Currently in
Ji Yuanhong Supervisor F 49 - Y
office
Currently in
Peng Siqi Supervisor M 34 - Y
office
Currently in
Ding Weili Employee supervisor M 56 27.81 N
office
Currently in
Yan Ping Employee supervisor M 50 31.36 N
office
Zhang Currently in
Employee supervisor M 52 30.01 N
Yunlong office
Liang Currently in
Employee supervisor M 48 32.55 N
Jianqiang office
Deputy GM and Currently in
Zhang Jie F 48 64.73 N
secretary of the Board office
Currently in
Zhu Wei Deputy GM M 59 64.73 N
office
Wang Currently in
Chief engineer M 55 64.73 N
Rendong office
Currently in
Huang Jian CFO M 46 64.73 N
office
Director, standing
Ji Ming M 60 Step down 26.11 N
deputy GM
Total -- -- -- -- 746.31 --
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
Production technician
Management and administrative personnel
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
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)management training: by full leverage on various resources and cooperation with training organizations, the Company provided its
senior management with lots of trainings to improve their management expertise, and to optimize their leading capability and
comprehensive quality;
(2) 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;
(3)business training: the Company arranged special skill trainings for its core posts, and further improved the general quality of staff
through diversifying their business scope and consolidating their business knowledge.
(4) 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.
(5) 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. Labor outsourcing
□ Applicable√ Not applicable
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. Within the reporting period, there were 15
directors, including 6 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
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. During the
reporting period, the Company has 8 supervisors, including 4 employee 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.
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
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 and standardized management: during the reporting period, the Company made special audit on internal control
assessment, internal regular audit and remuneration management and business standardization of its subsidiaries, and adopted
effective and prompt measures to rectify any defect that existed. To reinforce financial management, the Company amended its
financial management rules, guarantee management rules, financial review and approve authorization and payment management
rules as well as fixed assets management rules. Besides, it also strengthened trainings and ideological education for directors,
supervisors, senior management and middle-level management, to stress that obligation shall be performed by laws, conduct of
behavior shall be regulated and corruption shall be strictly forbidden. Through continuous improvement of internal control system
and strengthening performance assessment with increasing awards or punishment, the Company has further enhanced regulated
management and made its best to prevent operating management risk.
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,
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
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 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
Ratio of investor
Session of meeting Type Date Date of disclosure Index of disclosure
participation
“Resolution Notice
of Annual General
Meeting 2015”
No.:2016-024,
Annual General published on “China
AGM 38.48% 2016-04-25 2016-04-26
Meeting of 2015 Securities Journal”
“Securities Times”
“Hong Kong
Commercial Daily”
and Juchao Website
“Resolution Notice
of First
extraordinary
general meeting of
First extraordinary 2016”No.:2016-064,
extraordinary
general meeting of 40.05% 2016-08-30 2016-08-31 published on “China
general meeting
2016 Securities Journal”
“Securities Times”
“Hong Kong
Commercial Daily”
and Juchao Website
Second “Resolution Notice
extraordinary extraordinary of Second
42.73% 2016-11-22 2016-11-23
general meeting of general meeting extraordinary
2016 general meeting of
2016” No.:2016-113,
published on “China
Securities Journal”
“Securities Times”
“Hong Kong
Commercial Daily”
and Juchao Website
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
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
Times of Board
Absent the
meeting Times of Times of
Name of independent Times of Times of Meeting for the
supposed to attending by entrusted
director Presence Absence second time in a
attend in the communication presence
row (Y/N)
report period
Li Zheng 13 11 2 0 0 N
Wang Xiaodong 13 11 2 0 0 N
Wang Junsheng 13 10 2 1 0 N
Tang Tianyun 13 9 2 2 0 N
Pan Chengwei 13 11 2 0 0 N
Liao Nangang 13 11 2 0 0 N
Times for attending general meeting
from independent directors
Explanation of absent the Board Meeting for the second time in a row
Nil
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
□Yes √No
Independent directors has no objections for relevant events in reporting period
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) Audit Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the Company, strengthened the understanding of production, operation and development.
In 2016, the members of the Audit Committee attended 10 Board meeting and 6 shareholders’ meeting, carefully reviewed the Report
of the General Manager, Comprehensive Plan, other comprehensive documents and 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)The 6th session of auditing committee of the Board was held on 22 January 2016, deliberated the Auditing Plan of Shenzhen
Nanshan Power Co., Ltd. for year of 2015, issued by Ruihua CPA and proposals of revised the four management mechanisms as
Financial Management Rules, Security Management Regulations, Financial Approval Authority and Payment Management Rules
and the Fixed Assets Management Regulation. The scope, time and personnel for auditing of 2015 have arranged in the Meeting by
Ruihua CPA, and require the Company to carry out annual auditing for year of 2015 in strict accordance with the requirement for
Annual Report 2015 preparation from supervisory authority.
(2) On 18 March 2016, the Audit Committee held its 7th meeting, heard the communication of Ruihua Certified Public Accountants
Firm with the management in the course of annual audit, respectively discussed major matters brought forward by certified public
accountants during the course of audit, determined the views of important matters, and required the Company to cooperated with the
audit firm in strict accordance with the requirements of regulatory in defining the final 2015 audit report.
(3) The 8th session of auditing committee of the Board was held on 29 March 2016, we communicated with Ruihua CPA for the
financial auditing report for year of 2015 and hear the suggestions on the auditing works, and also deliberated and follow proposals
and propose professional advise and options, that is Submit Consideration on Proposal of Internal Control Evaluation Report 2015,
Internal Auditing for year of 2016 and Work Plan of Internal Control, Engagement of the Auditing Organ for year of 2016 and its
Remuneration and Performance Report of the 7th Auditing Committee of the Board for year of 2015.
(4) On 23 December 2016, the Auditing Committee held the 9th Meeting for deliberated the Proposal of Submit Deliberation on
Auditing Plan of 2016, and propose professional opinions and advices.
(II) Nomination Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the Company, strengthened the understanding of production, operation and development.
In 2016, the members of the Nomination Committee attended 13 Board meeting and 6 shareholders’ meetings, carefully reviewed the
Report of the General Manager, Comprehensive Plan, other comprehensive documents and resolutions concerned with replacement
of directors, and changes in senior management and other related personnel, created conditions for performance obligations, and
pre-examined the qualification of related personnel and provide recommendations 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) The 4th session of nomination committee of the Board was held on 30 March 2016, deliberated and approved the Proposal of
Director Changes, Proposal of Senior Executive Engagement and Performance Report of the 7th Nomination Committee of the Board
for Year of 2015, and propose professional advices and opinions.
(III) Remuneration and Appraisal Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the Company, strengthened the understanding of production, operation and development.
In 2016, the members of Remuneration and Appraisal Committee attended 13 meetings of the Board of Directors and 3 general
shareholders’ meeting, carefully reviewed the Report of the General Manager, Comprehensive Plan, other comprehensive documents
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 29 March 2016, the remuneration and examination committee held the 4th meeting to consider and approve the proposal on
provision of remuneration and performance assessment for 2016 and the 2015 performance report of the remuneration and
examination committee under the 7th Board, at which, the committee also raised its professional advice and recommendation for the
works to be done in the second half year.
(IV) Strategy and Investment Management Committee
1. By participating into meetings of the Board of Directors, the shareholders' meeting and other meetings and carefully reviewing the
relevant documents of the Company, strengthened the understanding of production, operation and development.
By 2016, the members of Strategy and Investment Management Committee attended 13 meetings of the Board of Directors and 3
general shareholders’ meeting, carefully reviewed the Report of the General Manager, Comprehensive Plan, other comprehensive
document and resolutions related to asset disposal, investment and development and other strategic issues, and created conditions of
performing duties and providing recommendations to the Board.
2. Held meetings of Strategy and Investment Management Committee, deliberated asset disposal and investment and made
recommendations to the Board of Directors
(1) On 22 January 2016, Strategy and Investment Management Committee convened the 4th Meeting, deliberated and approved the
Proposal of Constructed the First Phase of Heating Network of CHP Project from Controlling Subsidiary Shen Nan Dian (Zhongshan)
Electric Power Co., Ltd., and propose professional suggestions and comments.
(2) On 29 March 2016, Strategy and Investment Management Committee convened the 5th Meeting, deliberated and approved the
Performance Report of the 7th Strategy and Investment Management Committee of the Board for Year of 2015, and propose
professional suggestions and comments.
(3) On 5 September 2016, Strategy and Investment Management Committee convened the 6th Meeting, deliberated and approved 12
proposals including Proposal of Material Assets Sold Plan and Proposal of Land Purchasing & Storage T102-0011 and T102-0155,
and propose professional suggestions and comments.
(4) On 21 October 2016, Strategy and Investment Management Committee convened the 7th Meeting, deliberated and approved the
Proposal of Preliminary Work of the CHP Project and Filing Work on Centralized Heating System Network Carried out by Shen Nan
Dian Dongguan Company, and propose professional suggestions and comments.
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
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
In reporting period, in line with relevant laws and regulations of Company Law, Securities Law and Rules Governing the Listing of
Stocks as well as Company’s Article of Association and Rules of Supervisory Committee, in an attitude highly responsible for whole
shareholders, conscientiously perform our supervisory duties. We seriously supervised the follow conditions as convening &
decision-making procedures for the shareholders general meeting and board meetings, the performance ability of the Board and
senior executives, the establishment and execution of the management mechanism as well as the financial status of the Company. We
urge the Board and Management operates in accordance with the law, and caring out scientific decision for offering a great guarantee
for the regulated operation and healthy development of the Company.
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
2. Appraisal Report of Internal Control
Disclosure date of full internal control
2017-03-28
evaluation report
Disclosure index of full internal control “Audit report of internal control for year of 2016” 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
100.00%
total assets on the Company's consolidated
financial statements
The ratio of the operating income of units
included in the scope of evaluation
100.00%
accounting for the operating income on the
Company's consolidated financial statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Major defects: under major operational activities, Major defects: under major operational
Qualitative criteria there are major defects in several companies activities, there are major defects in several
which are consolidated into the preparation of companies which are consolidated into the
financial statements, or there are major defects in preparation of financial statements, or there are
few of companies which are consolidated into the major defects in few of companies which are
preparation of financial statements but the consolidated into the preparation of financial
Company with major defect are the main one statements but the Company with major defect
participating into such major operation activities; are the main one participating into such major
operation activities;
Substantial defects: under major operational
activities, there are substantial defects in few of Substantial defects: under major operational
companies which are consolidated into the activities, there are substantial defects in few of
preparation of financial statements, or there are companies which are consolidated into the
moderate defects in several companies which are preparation of financial statements, or there are
consolidated into the preparation of financial moderate defects in several companies which are
statements but the Company with major defect are consolidated into the preparation of financial
the main on participating into such major statements but the Company with major defect
operation activities; or there are moderate defects are the main on participating into such major
in few of companies which are consolidated into operation activities; or there are moderate
the preparation of financial statements but the defects in few of companies which are
Company with moderate defect are the main one consolidated into the preparation of financial
participating into such major operation activities; statements but the Company with moderate
defect are the main one participating into such
General defects: under major operational
major operation activities;
activities, there are moderate defects in few of
General defects: under major operational
companies which are consolidated into the
activities, there are moderate defects in few of
preparation of financial statements, and the
companies which are consolidated into the
Company with moderate defects is not the main
preparation of financial statements, and the
one participating into the major operational
Company with moderate defects is not the main
activities; or there are only general defects in
one participating into the major operational
companies which are consolidated into the
activities; or there are only general defects in
preparation of financial statements; there are no
companies which are consolidated into the
internal control defects in major operational
preparation of financial statements; there are no
activities and there are only internal control
internal control defects in major operational
defects in minor operational activities.
activities and there are only internal control
defects in minor operational activities.
Major defects: mistaken amount ≥total assets in Major defects: amount of direct loss ≥total assets
consolidated financial statement×0.5% in consolidated financial statement ×0.5%
Substantial defects: total assets in consolidated Substantial defects: total assets in consolidated
Quantitative standard financial statement×0.2%≤mistaken amount< financial statement×0.2%≤ amount of direct
total assets in consolidated financial loss< total assets in consolidated financial
statement×0.5% statement×0.5%
General defect: mistaken amount
