[年报]*ST南电Ｂ:2016年年度报告（英文版）
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 Company Refers to Shenzhen Shen Nan Dian Environment Protection Co., Ltd. Server Company Refers to Shenzhen Server Petrochemical Supplying Co., Ltd New Power Company Refers to Shenzhen New Power Industrial Co., Ltd. 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 Refers to Zhongshan Nam Long Power Plant of Shen Nan Dian (Zhongshan) Electric Power Co., Ltd. Dongguan Gaobu Power Plant Refers to Dongguan Gaobu Power Plant of Shen Nan Dian (Dongguan) Weimei Electric Power Co., Ltd Shenzhong Properties Company Refers to Zhongshan Shenzhong Real Estate Investment Properties Co., Ltd Shenzhong Real Estate Development Company Refers to Zhongshan Shenzhong Real Estate Development Co., Ltd 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. Appraisal institute, Pengxin Appraisal Refers to Shenzhen Pengxin Assets Appraisal Land & Real Estate Appraisal Co., Ltd. Auditing institute, Ruihua CPA, Accounting Institute Refers to Ruihua Certified Public Accounts (LLP) 问DeHeng, permanent legal advisor Refers to Beijing DeHeng (Shenzhen) Law Offices King & Wood, legal adviser Refers to King & Wood Mallesons CSRC Refers to China Securities Regulatory Commission Securities regulatory bureau Refers to Shenzhen Securities Regulatory Commission of China Securities Regulation Commission SZ Stock Exchange, 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 Stock Listing Rules Refers to Rules Governing the Listing of Stocks on Shenzhen Stock Exchange Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd. RMB, in 10 thousand Yuan, 100 Million Yuan Refers to Except the special description of the monetary unit, rest of the monetary unit is RMB Yuan, ten thousand Yuan, the 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 Chinese) 深圳南山热电股份有限公司 Short form of the Company (in Chinese) 深南电 Foreign name of the Company(if any) Shenzhen Nanshan Power Co., Ltd. Legal representative Chairman Yang Haixian Registrations add. No.2097 Yueliangwan Avenue, Nanshan District, Shenzhen, Guangdong Province Code for registrations add 518054 Offices add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province Codes for office add. 518053 Company’s Internet Web Site http://www.nsrd.com.cn [email protected]; [email protected] II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Zhang Jie Jiang Yuanyuan Contact add. 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province 16/F-17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province Tel. 0755-26948888 0755-26948888 Fax. 0755-26003684 0755-26003684 [email protected] [email protected] III. Information disclosure and preparation place Newspaper appointed for information disclosure China Securities Journal; Securities Times; Hong Kong Commercial Daily Website for annual report publish appointed by http://www.cninfo.com.cn/ Preparation place for annual report Secretariat of the Board of Directors, 17/F, Hantang Building, OCT, Nanshan District, Shenzhen, Guangdong Province IV. Registration changes of the Company Organization code 61881512-1 Changes of main business since listing (if applicable) No changes 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 Financial consultant Office address Enterpriser of the financial consultant Consistent supervision China Merchants Securities Co., Ltd. 38-45/F, A-Block, Jiangsu Building, Yitian Road, Futian District, Shenzhen Zhang Jiajun, Wang Xinyu The period of consistent supervision shall begin on the date of completing the procedure of industrial and commercial registration of changes for the underlying assets of sale of substantial assets, that each 75 percent of equity stake of Shenzhong Property Company and Shenzhong Development 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 2014 Operating income (RMB) 1,574,088,977.85 1,345,018,210.71 17.03% 1,234,101,547.84 Net profit attributable to shareholders of the listed Company(RMB) 1,306,694,835.46 -634,623,667.06 -305.9% -330,513,284.99 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses(RMB) -128,991,534.34 -737,614,969.81 -82.51% -329,708,263.72 Net cash flow arising from operating activities(RMB) 926,321,325.40 386,451,706.09 139.70% 571,263,982.13 Basic earnings per share (RMB/Share) 2.17 -1.05 -306.67% -0.55 Diluted earnings per share (RMB/Share) 2.17 -1.05 -306.67% -0.55 Weighted average ROE -10.% -77.38% -87.08% -22.96% End of 2016 End of 2015 Changes over end of last year End of 2014 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 (RMB) 1,942,713,902.92 636,006,699.57 205.45% 1,270,542,254.88 VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and 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 Company -46,283,508.47 -10,171,237.77 -7,704,809.93 1,370,854,391.63 Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses -48,339,504.61 -17,729,093.57 -2,081,189.79 -60,841,746.37 Net cash flow arising from operating activities -53,539,090.49 237,219,365.82 -49,499,810.18 792,140,860.25 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the 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 Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) 1,660,659,958.12 -298,030.53 -3,391,027.70 The investment income from selling 75% equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company respectively Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) -2,463,841.18 72,711,942.26 3,641,201.54 Pursuit to the Notice of SJMXXDZ Zi[2016] No.153, return part of the fuel consumption tax subsidies (counted from Jan. 2009 to April 2010) Other non-operating income and expenditure except for the aforementioned items -965,906.07 132,969.28 -1,851,619.50 Refers to the fine for delaying payment disposal Import VAT refunds for natural gas - 43,717,420.50 - Less: impact on income tax 221,481,615.44 108,009.54 121,393.78 The income tax paid for the investment income from selling 75% equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company respectively Impact on minority shareholders’ equity (post-tax) 62,225.63 13,164,989.22 -917,818.17 Total 1,435,686,369.80 102,991,302.75 -805,021.27 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their 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 Monetary fund The Company selling 75% equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company respectively in the Period, received the equity transfer money and pay back the loans of banks Account receivable Received the generation subsidy receivable for previous years Other account receivable After selling the equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company respectively, the two enterprises are no long in consolidate range since 19 December 2016, thus there was an intercourse funds 356.286 million Yuan receivable from Shenzhong Real Estate Development Company Advance payment The money of natural gas paid in advance for CNOOC increased in the Year Inventory After selling the equity of Shenzhong Real Estate Development Company and Shenzhong Properties Company 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 process N/A 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 2015 Increase/decrease y-o-y Amount Ratio in operation revenue Amount Ratio in operation revenue Total operation revenue 1,574,088,977.85 100% 1,345,018,210.71 100% 17.03% Industry classification Energy industry 1,502,944,465.07 95.48% 1,278,682,161.32 95.07% 17.54% Engineering service 19,212,605.91 1.22% 9,296,792.72 0.69% 106.66% 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 service 19,212,605.91 1.22% 9,296,792.72 0.69% 106.66% 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 Operating revenue Operating cost Gross profit ratio Increase/decrease of operating revenue y-o-y Increase/decrease of operating cost y-o-y Increase/decrease of gross profit ratio y-o-y Industry classification Energy industry 1,502,944,465.07 1,390,170,289.38 7.50% 17.54% 3.644% 20.33% 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 Industries Item Unit 2016 2015 Increase/decrease y-o-y Electric Power Sales volume TWh 23.53 12.75 84.55% Output TWh 23.53 12.75 84.55% Storage TWh 0 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 Industries Item 2016 2015 Increase/decrease y-o-y Amount Ratio in operation cost Amount Ratio in operation cost Energy industry Power, heat supply 1,390,170,289.38 96.35% 1,442,642,470.28 96.64% -3.64% Engineering service Engineering cost 16,154,164.10 1.12% 9,294,049.21 0.62% 73.81% Other business Sludge drying etc. 36,576,521.70 2.53% 40,878,293.01 2.74% -10.52% In RMB Products Item 2016 2015 Increase/decrease y-o-y Amount Ratio in operation cost Amount Ratio in operation cost Electricity sales Power supplying 1,390,170,289.38 96.35% 981,979,766.20 65.78% 41.57% Fuel sales Fuel supplying - - 460,662,704.08 30.86% -100.00% Engineering service Engineering cost 16,154,164.10 1.12% 9,294,049.21 0.62% 73.81% Sludge drying Sludge treatment 36,078,144.72 2.50% 40,385,299.14 2.71% -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 suppliers 0.00% Information of top five suppliers of the Company Serial Name Purchases (RMB) Proportion in total annual purchases 1 Guangdong Trade branch of China National Offshore Oil & Gas Corporation 819,130,522.72 67.79% 2 Zhuhai Trade branch of China National Offshore Oil & Gas Corporation 165,929,660.33 13.73% 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 （未完）  |