深圳南山热电股份有限公司 2016 年第三季度报告全文
深圳南山热电股份有限公司
Shenzhen Nanshan Power Co., Ltd
The Third Quarterly Report for 2016
Notice No.:2016-089
October 2016
深圳南山热电股份有限公司 2016 年第三季度报告全文
Section I. Important Note
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.
All Directors are attended the Board Meeting for Quarterly Report deliberation.
Person in charge of the Company, Director GM Wu Dongxiang, person in
charge of accounting works and CFO Huang Jian as well as Leng Jiwei (act for
the financial management dept.), person in charge of accounting organ
(accounting officer) hereby confirm that the Financial Report of this Quarterly
Report is authentic, accurate and complete.
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
深圳南山热电股份有限公司 2016 年第三季度报告全文
Company's stock has been given a *ST risk admonition since 5 April 2016. If the
Company continues to have a deficit in 2016, stock of the Company will be
suspended from listing. The Company warns the investors to pay attention to
risks and prudently make rational investment decisions.
In order to plan for major events, being applied to the Shenzhen Stock Exchange,
stock of the Company has been suspended since the market hours on 31 May
2016. On 15 June 2016, the major event prepared by the Company in suspension
was recognized as material assets reorganization, than stock of the Company
turns to material assets reorganization suspension. On 30 June 2016 and 29 July,
the Company applying for continued suspension one after another for one
month. On 12 August 2016 and 30 August, the Proposal of Application of
Continued Suspension for Planning Material Assets Reorganization was
deliberated and approved by the 10th extraordinary meeting of 7th BOD and
First Extraordinary GM of 2016 respectively. Stock of the Company remained
suspended since the expiration of the suspension ended as 31 st August 2016, and
the Material Assets Reorganization Plan or Report expected to disclosed in line
with Rules of Information Disclosure Content and Format for Companies
Publicly Issuing Securities No.26- Material Assets Reorganization of Listed
Companies in six months (that is before 30th November 2016) suspension
accumulatively at most. On 13 August 2016, the Resolution Notice of 10 th
extraordinary meeting of 7th BOD and Notice of Application of Continued
Suspension for Planning Material Assets Reorganization were released, and
深圳南山热电股份有限公司 2016 年第三季度报告全文
China Gas Holdings Limited ( 中国燃气控股有限公司 ) determined as the
interested parties and entered into an Outline Agreement of Material Assets
Reorganization. Since the material assets reorganization exist uncertainties,
investors are advice to pay attention on the investment risks.
On 5 September 2016, the follow proposals are deliberated and approved by the
11th extraordinary meeting of 7th BOD, that is the Proposal of Major Assets Sales
Plan and the other eleven proposals including Proposal of Major Assets Sales
Plan of Shennandian and Summary, which with 75% equity of Shenzhong
Property Company and 75% equity of Shenzhen Development Company held by
Shennandian for sales concerned, and the Proposal of Land Purchase & Storage
for T102-0011 and T102-0155. The 75% equity respectively of Shenzhong
Property Company and Shenzhong Development Company held by the
Company, are publicly transfer in Shenzhen United Assets & Equity Exchange
since 13 September 2016. The release date for listing transfer regulated as 20
working days in line with relevant regulation of the Shenzhen United Assets &
Equity Exchange. On 23 September 2016, vary notices and documents as Notice
of Replying the Inquiry Letter of Reorganization of SSE and Plan of Major
Assets Sales (Revised) are released by the Company. On 17 October 2016, the 75%
equity of Shenzhong Property Company and 75% equity (full transferring) of
Shenzhong Development Company are under the hammer by Shenzhen
Property Rights Auction Co., Ltd. and carried out a Letter of Affirmation of
深圳南山热电股份有限公司 2016 年第三季度报告全文
Auction. The major assets sales and material assets reorganization with
interested parties’ introduction concerned have no mutual precondition
connection.
The report has been prepared in both Chinese and English, for any
discrepancies, the Chinese version shall prevail. Please read the full report
seriously.
深圳南山热电股份有限公司 2016 年第三季度报告全文
Paraphrase
Items Refers to Definition
Company, the Company, Shen
Refers to Shenzhen Nanshan Power Co., Ltd.
Nan Dian
Shen Nan Dian Zhongshan Co Refers to Shen Nan Dian (Zhongshan) Electric Power Co., Ltd.
Shen Nan Dian Dongguan Co Refers to Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd
Shen Nan Dian Engineering
Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.
Co.,
Shen Nan Dian Envionment
Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd.
Protection Co.,
Server Co., Refers to Shenzhen Server Petrochemical Supplying Co., Ltd.
New Power Co., 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 Zhongshan Nam Long Power Plant of Shen Nan Dian (Zhongshan) Electric Power
Refers to
Plant Co., Ltd.
Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei Electric Power
Dongguan Gaobu Power Plant Refers to
Co., Ltd.
Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd.
Shenzhong Development
Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd.
Company
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.
Audit unit, Ruihua Refers to Ruihua Certified Public Accountant (LLP)
Dengheng, Perennial Legal
Refers to Beijing City Deheng (Shenzhen) Law Firm
Adviser
Jin Du, Special Legal Adviser Refers to Beijing City Jin Du (Shenzhen) Law Firm
China Gas Refers to China Gas Holdings Limited
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Regulatory Commission of China Securities Regulation
Securities regulatory bureau Refers to
Commission
SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange
Shenzhen United Exchange Refers to Shenzhen United Property And Share Rights Exchange
Company Law Refers to Company Law of The People’s Republic of China
深圳南山热电股份有限公司 2016 年第三季度报告全文
Securities Law Refers to Securities Law of The People’s Republic of China
Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks
Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.
Except the special description of the monetary unit, the rest of the monetary unit is
RMB: Yuan, ten thousand Yuan Refers to
RMB Yuan, ten thousand Yuan
Reporting period Refers to 1 July to 30 September of 2016
深圳南山热电股份有限公司 2016 年第三季度报告全文
Section II. Main accounting data and changes of shareholders
I. Main accounting data and index
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting
error correction or not
□Yes √ No
Current period-end Period-end of last year Increase/decrease
Total assets(RMB) 4,518,581,354.39 4,579,853,736.04 -1.34%
Net assets attributable to
shareholders of listed company 571,859,511.29 636,006,699.57 -10.09%
(RMB)
Increase/decrease in
Increase/decrease in
From year-begin to comparison with
Current period comparison with same
end of the Period year-begin to
period of last year
Period-end of last year
Operating revenue (RMB) 508,884,871.33 34.03% 1,206,573,138.41 17.12%
Net profit attributable to
shareholders of the listed company -7,704,809.93 -125.88% -64,159,556.17 -11.84%
(RMB)
Net profit attributable to
shareholders of the listed company
-2,081,189.79 -94.79% -68,149,787.97 -61.07%
after deducting non-recurring gains
and losses(RMB)
Net cash flow arising from
-- -- 134,180,465.15 -67.82%
operating activities(RMB)
Basic earnings per share
-0.01 -120.00% -0.11 -11.84%
(RMB/Share)
Diluted earnings per share
-0.01 -120.00% -0.11 -11.84%
(RMB/Share)
Weighted average ROE -1.34% -3.86% -10.62% -4.73%
In RMB
Amount from year-begin to
Item Note
end of the Period
Gains/losses from the disposal of non-current asset (including the
-203,276.08
write-off that accrued for impairment of assets)
Governmental subsidy reckoned into current gains/losses (not
4,240,098.90
including the subsidy enjoyed in quota or ration according to
深圳南山热电股份有限公司 2016 年第三季度报告全文
national standards, which are closely relevant to enterprise’s
business)
Other non-operating income and expenditure except for the
2,044,713.72
aforementioned items
Other gain/loss items satisfying the definition of nonrecurring
0.00
gain/loss account
Less: impact on income tax 353,648.17
Impact on minority shareholders’ equity (post-tax) 1,737,656.57
Total 3,990,231.80 --
Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies
Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to
the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their
Securities to the Public --- Extraordinary Profit/loss, explain reasons
□ Applicable √ Not applicable
In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of
extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to
the Public --- Extraordinary Profit/loss.
II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period
1. Common and preferred stockholders with voting rights recover and the top ten share-holding
In Share
Total preferred stockholders
Total common shareholders at the with voting rights recover at
31,650
end of report period the end of report period (if
applicable)
Top ten share-holding
Amount of Number of share pledged/frozen
Nature of Proportion of Amount of shares
Shareholders restricted shares
shareholder shares held held State of share Amount
held
HONG KONG
NAM HOI
Foreign corporate 15.28% 92,123,248
(INTERNATION
AL) LTD
Shenzhen
State-owned
Guangju 12.22% 73,666,824
corporate
Industrial Co.,
深圳南山热电股份有限公司 2016 年第三季度报告全文
Ltd.
SHENZHEN
ENERGY State-owned
10.80% 65,106,130
(GROUP) CO., corporate
LTD.
National Social
Security Fund Other 1.52% 9,159,257
-604
Domestic nature
Zeng Ying 1.00% 6,049,070
person
CMS (HK) Foreign corporate 0.88% 5,319,687
GUOTAI
JUNAN
SECURITIES(H Foreign corporate 0.81% 4,854,318
ONGKONG)
LIMITED
BOCI
SECURITIES Foreign corporate 0.73% 4,403,014
LIMITED
Domestic nature
Zhang Heping 0.72% 4,351,900
person
YAO XIU
Foreign corporate 0.65% 3,939,000
GUANG
Particular about top ten shareholders with un-restrict shares held
Amount of unrestricted shares held at reporting Type of shares
Shareholders’ name
period-end Type Amount
Domestically
HONG KONG NAM HOI
92,123,248 listed foreign 92,123,248
(INTERNATIONAL) LTD
shares
Shenzhen Guangju Industrial Co., RMB ordinary
73,666,824 73,666,824
Ltd. shares
SHENZHEN ENERGY (GROUP) RMB ordinary
65,106,130 65,106,130
CO., LTD. shares
RMB ordinary
National Social Security Fund -604 9,159,257 9,159,257
shares
Domestically
Zeng Ying 6,049,070 listed foreign 6,049,070
shares
CMS (HK) 5,319,687 Domestically 5,319,687
深圳南山热电股份有限公司 2016 年第三季度报告全文
