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1、 深圳南山热电股份有限公司 2018 年年度报告全文 1 深圳南山热电股份有限公司深圳南山热电股份有限公司 Shenzhen Nanshan Power Co., Ltd. Annual Report 2018 Notice No.: 2019-011 March 2019 深圳南山热电股份有限公司 2018 年年度报告全文 2 Section I. Important Notice, Contents and Paraphrase Board of Directors, Supervisory Committee, all directors, supervisors and senior
2、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, acc
3、uracy and completion of the whole contents. Principal of the Company- Chairman Li Xinwei, person in charger of accounting works- Director and GM Chen Yuhui, CFO Dai Xiji and person in charge of accounting organ (chief accountants)- deputy GM Wang Yi(act for financial works) hereby confirm that the F
4、inancial Report of the annual report is authentic, accurate and complete. Except the followed directors, other directors are attending the meeting for annual report deliberation in person Director not personally attended Title of the director not personally attended Reasons for absent Mandatory Yu C
5、hunling Director Job-related reason Li Xinwei Chen Zetong Independent Director Job-related reason Mo Jianmin The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Concerning the forward-looking statements with future planning i
6、nvolved in the Semi-Report, they do not constitute a substantial commitment for investors. 深圳南山热电股份有限公司 2018 年年度报告全文 3 Investors are advised to exercise caution of investment risks. The report has been prepared in both Chinese and English, for any discrepancies, the Chinese version shall prevail. Pl
7、ease read the full report seriously. 深圳南山热电股份有限公司 2018 年年度报告全文 4 Contents Section I. Important Notice, Contents and Paraphrase . 2 Section I Important Notice, Contents and Paraphrase . 5 Section II Company Profile and Main Financial Indexes . 6 Section III Summary of Company Business . 10 Section IV
8、 Discussion and Analysis of the Operation . 13 Section V Important Events . 32 Section VI Changes in shares and particular about shareholders . 51 Section VII Preferred Stock . 58 Section VIII Particulars about Directors, Supervisors, Senior Executives and Employees . 59 Section IX Corporate Governa
9、nce . 70 Section X Corporate-bond. 80 Section XI Financial Report . 81 Section XII Documents available for reference . 218 深圳南山热电股份有限公司 2018 年年度报告全文 5 Paraphrase Items Refers to Contents Company, the Company, Shen Nan Dian, The listed company Refers to Shenzhen Nanshan Power Co., Ltd. Shen Nan Dian
10、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. Shenzhen Shen Nan
11、Dian Environment Protection Co., Ltd. Refers to Shenzhen Shen Nan Dian Environment Protection Co., Ltd. Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd New Power Company Refers to Shenzhen New Power Industrial Co., Ltd. Singapore Company Refers to Shen Nan Energy (Singapore
12、) Co., Ltd. Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co., Ltd. Zhongshan Nanlang Power Plant Refers to Zhongshan Nanlang Power Plant of Shen Nan Dian (Zhongshan) Electric Power Co., Ltd. Dongguan Gaobu Power Plant Refers to Dongguan Gaobu Power Plant of Shen Na
13、n Dian (Dongguan) Weimei Electric 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
14、 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. Auditing institute, Ruihua CPA, A
15、ccounting Institute Refers to Ruihua Certified Public Accounts (Engagement Partner) Articles of Association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd. RMB, in 10 thousand Yuan, 100 Million Yuan Refers to Except the special description of the monetary unit, rest of the monet
16、ary unit is RMB Yuan, ten thousand Yuan, the 100 Million Yuan Reporting period Refers to The 1 January 2018 to 31 December 2018 深圳南山热电股份有限公司 2018 年年度报告全文 6 Section II. Company Profile and Main Financial Indexes I. Company information Short form of the stock Shen Nan Dian A , Shen Nan Dian B Stock co
17、de 000037, 200037 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 深圳南山热电股份有限公司 Short form of the Company (in Chinese) 深南电 Foreign name of the Company (if any) Shenzhen Nanshan Power Co., Ltd. Legal representative President LI XINWEI Registrations add. No.2097 Yuel
18、iangwan 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. 518053 Companys Internet Web Site http:/ E-mail ; II. Person/Way to contact Secretary o
19、f the Board Rep. of security affairs Name Zhang Jie Contact add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province Tel. 0755-26003611 Fax. 0755-26003684 E-mail III. Information disclosure and preparation place Newspaper appointed for information disclosure China Securi
20、ties Journal; Securities Times; Hong Kong Commercial Daily Website for annual report publish appointed by http:/ Preparation place for annual report Secretariat of the Board of Directors, 17/F, Hantang Building, OCT, 深圳南山热电股份有限公司 2018 年年度报告全文 7 Nanshan District, Shenzhen, Guangdong Province IV. Regi
21、stration changes of the Company Unified social credit code 91440300618815121H Changes of main business since listing (if applicable) N/A Previous changes for controlling shareholders (if applicable) N/A V. Other relevant information CPA engaged by the Company Name of CPA Ruihua Certified Public Acco
22、unts (Engagement Partner) Offices add. for CPA 5-11/F, West Tower, China Oversea Property Plaza, NO. 7 Building of No. 8 West Binhe Rd., Dongcheng District, Beijing Signing Accountants Zhang Liping, Huang Shaoqin Sponsor engaged by the Company for performing continuous supervision duties in reportin
23、g period Applicable Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period Applicable Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data o
24、r not Yes No 2018 2017 Changes over last year 2016 Operating income (RMB) 1,884,937,109.00 2,045,766,831.74 -7.86% 1,574,088,977.85 Net profit attributable to 19,253,766.12 15,904,182.47 21.06% 1,306,694,835.46 Financial consultant Office address Sponsor of the consultant Continuous supervision peri
25、od China Merchants Securities CMS Building, No. 111, Fuhua 1 Rd., Futian District, Shenzhen Zhan Chao, Wang Xinyu Not less than ONE completed accounting year after the Sale of Substantial Assets completed since the target assets (each 75% equity of Zhongshan Shenzhong Real Estate Investment Property
26、 Co., Ltd. and Zhongshan Shenzhong Real Estate Development Co., Ltd. held by the Company transferred) completed its industrial & commercial registration procedures 深圳南山热电股份有限公司 2018 年年度报告全文 8 shareholders of the listed Company (RMB) Net profit attributable to shareholders of the listed Company after
27、 deducting non-recurring gains and losses (RMB) -13,515,247.29 11,413,492.42 -218.41% -128,991,534.34 Net cash flow arising from operating activities (RMB) 236,563,160.38 196,799,855.73 20.20% 926,321,325.40 Basic earnings per share (RMB/Share) 0.032 0.026 21.06% 2.17 Diluted earnings per share (RMB
28、/Share) 0.032 0.026 21.06% 2.17 Weighted average ROE -0.69% 0.59% -1.28% -10.00% End of 2018 End of 2017 Changes over end of last year End of 2016 Total assets (RMB) 3,307,148,289.92 2,883,804,392.70 14.68% 4,363,703,614.03 Net assets attributable to shareholder of listed Company (RMB) 1,977,871,851
29、.51 1,958,618,085.39 0.98% 1,942,713,902.92 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 Account
30、ing 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 n
31、et 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 Chi
32、nese 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 403,525,942.67 676,234,272.13 540,079,674.10 265,097,220.10 深圳南山热电股份有限公司 2018 年年度报告全文 9 Net profit attributable t
33、o shareholders of the listed Company -10,927,762.57 40,939,857.79 7,163,302.91 -17,921,632.01 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses -11,221,495.07 40,125,867.85 5,706,327.68 -48,125,947.75 Net cash flow arising from operating act
34、ivities -69,260,605.97 121,851,240.25 182,384,779.63 1,587,746.47 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Companys quarterly report and semi-annual report Yes No IX. Items and amounts
35、of extraordinary profit (gains)/loss Applicable Not applicable In RMB Item 2018 2017 2016 Note Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) - -454,644.16 1,660,659,958.12 - Governmental subsidy calculated into current gains and l
36、osses(while closely related with the normal business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) 5,124,971.79 4,331,837.03 -2,463,841.18 Government grants with assets concerned are amortized Switch back of the impair
37、ment for receivables which has impairment test independently - 1,504,310.97 - - Other non-operating income and expenditure except for the aforementioned items 37,044,913.53 335,919.18 -965,906.07 The accounts which are no need to paid are transfer to non-operating income Less: impact on income tax 6
38、,525,056.89 803,999.72 221,481,615.44 - Impact on minority shareholders equity (post-tax) 2,875,815.02 422,733.25 62,225.63 - Total 32,769,013.41 4,490,690.05 1,435,686,369.80 - Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies O
39、ffering 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 - Extraordinar
40、y Profit/loss, explain reasons 深圳南山热电股份有限公司 2018 年年度报告全文 10 Applicable Not applicable Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/loss, and the items defined as
41、 recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public - Extraordinary Profit/loss, the Company has no such items in the reporting period for the aforesaid 深圳南山热
42、电股份有限公司 2018 年年度报告全文 11 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
43、 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 Power Factory: 3180 MW, Zhongshan Nanlan
44、g Power Plant: 2180 MW, Dongguan Gaobu Power Plant: 2180 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, due to the impact of reducing in the price of electri
45、city on the grid and higher requirements for environmental protection, the company faced greater pressure in its main business of electric power. In order to minimize the negative impact of the external environment on the companys operating performance, on the basis of paying close attention to safe
46、ty production management, the company increased its economic operation management, complied with the constantly accelerating trend of the power market-oriented reform process in Guangdong Province, organized Zhongshan Nanlang Power Plant and Dongguan Gaobu Power Plant to actively participate in the
47、power market marketing competition and achieved good results. In 2018, the companys subordinate power plants completed the actual on-grid electricity quantity of 2.797 billion kWh and the electricity marketing quantity of 1.473 billion kWh, totally completed electricity quantity (on-grid electricity
48、 quantity + electricity marketing quantity) of 4.27 billion kWh, with a year-on-year growth of 37.17%, there-into, Nanshan Power Factory completed 1.766 billion kWh of on-grid electricity, with a year-on-year growth of 11.98%; Zhongshan Nanlang Power Plant completed 494 million kWh of on-grid electr
49、icity, the full electricity quantity totaled 1.224 billion kWh, with a year-on-year growth of 38.46%; Dongguan Gaobu Power Plant completed 537 million kWh of electricity on the grid, the full electricity quantity totaled 1.28 billion kWh, with a year-on-year increase of 96.32%. During the reporting
50、period, the company not only strive to improve the operating efficiency of its main business of electric power, but also made great efforts to the operation and expansion of related businesses. The subordinate Shen Nan Dian Engineering Company continued to develop the technical consultation and tech