*ST南电B:2016年半年度报告(英文版)

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深圳南山热电股份有限公司 2016 年半年度报告全文

深圳南山热电股份有限公司

Shenzhen Nanshan Power Co., Ltd.

SEMI-ANNUAL REPORT 2016

Notice No.:2016-058

August 2016

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深圳南山热电股份有限公司 2016 年半年度报告全文

Section I. Important Notice, Contents and Paraphrase

Board of Directors, Supervisory Committee, all directors, supervisors and senior

executives of Shenzhen Nanshan Power Co., Ltd. (hereinafter referred to as the

Company) hereby confirm that there are no any fictitious statements, misleading

statements, or important omissions carried in this report, and shall take all

responsibilities, individual and/or joint, for the reality, accuracy and completion

of the whole contents.

Chairman Yang Haixian, principal of the Company, Director GM Wu

Dongxiang, person in charger of accounting works, CFO Huang Jian and

Financial Manager Leng Jiwei(acting manager of the financial management

dept.), person in charge of accounting organ (accounting principal) hereby

confirm that the Financial Report of Semi-Annual Report 2016 is authentic,

accurate and complete.

Title of the director not present

Director not present in person Reasons of absent Attorney

in person

Zhou Qun Director Cause for work Yu Chunling

Wang Junsheng Independent director Cause for work Pan Chengwei

Tang Tianyun Independent director Cause for work Pan Chengwei

Concerning the forward-looking statements with future planning involved in the

Semi-Annual 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 *ST risk admonition since 5 April 2016. If the

Company continues to have a deficit in 2016, stock of the Company will be

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深圳南山热电股份有限公司 2016 年半年度报告全文

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, the Proposal of Application of Continued Suspension

for Planning Material Assets Reorganization was deliberated and approved by

the 10th extraordinary meeting of 7th BOD, agreed the Company to applying for

suspension with three months at most after deliberated and approved by

shareholders general meeting. The Company plans to holding the first

extraordinary shareholders general meeting 2016 on 30 August 2016 for

deliberating the Proposal of Application of Continued Suspension for Planning

Material Assets Reorganization; in view of the relatively big uncertainties in this

material assets reorganization, investors are advise to pay attention on

investment risks.

The report has been prepared in both Chinese and English, for any

discrepancies, the Chinese version shall prevail. Please read the full report

seriously

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深圳南山热电股份有限公司 2016 年半年度报告全文

Content

Semi-Annual Report 2016 ................................................................................................................. 1

Section I Important Notice, Contents and Paraphrase .................................................................. 4

Section II Company Profile ............................................................................................................... 7

Section III Accounting data and summary of finnaical indexes .................................................... 9

Section IV Report of the Board of Directors ................................................................................. 11

Section V Important Events ............................................................................................................ 25

Section VI Changes in shares and particular about shareholders............................................... 40

Section VII Preferred Stock………………………………………………………………...……..44

Section VIII Directors, Supervisors and Senior Executives ....................................................... 45

Section IX Financial Report ............................................................................................................ 46

Section X Documents Available for Reference ............................................................................ 46

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深圳南山热电股份有限公司 2016 年半年度报告全文

Paraphrase

Items Refers to Definition

Company, the Company, Shen Nan Dian Refers to Shenzhen Nanshan Power Co., Ltd.

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 Co., Refers to Shenzhen Shennandian Turbine Engineering Technology Co., Ltd.

Shen Nan Dian Envionment Protection Co., Refers to Shenzhen Shen Nan Dian Envionment Protection Co., Ltd.

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 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 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.

Audit unit, Ruihua Refers to Ruihua Certified Public Accountant (LLP)

Dengheng, Perennial Legal Adviser Refers to Beijing City Deheng (Shenzhen) Law Firm

Jin Du, Special Legal Adviser Refers to Beijing City Jin Du (Shenzhen) Law Firm

CSRC Refers to China Securities Regulatory Commission

Shenzhen Securities Regulatory Commission of China Securities

Securities regulatory bureau Refers to

Regulation Commission

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深圳南山热电股份有限公司 2016 年半年度报告全文

SZ Stock Exchange, Exchange Refers to Shenzhen Stock Exchange

Company Law Refers to Company Law of The People’s Republic of China

Securities Law Refers to Securities Law of The People’s Republic of China

Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks

Articles of association Refers to Article of Association of Shenzhen Nanshan Power Co., Ltd.

Except the special description of the monetary unit, the rest of the

RMB: Yuan, ten thousand Yuan Refers to

monetary unit is RMB Yuan, ten thousand Yuan

Reporting period Refers to 2016-1-1 to 2016-6-30

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深圳南山热电股份有限公司 2016 年半年度报告全文

Section II. Company profile

I. Company Profile

*ST Nan Dian A

Short form for share Code for share 000037, 200037

*ST Nan Dian B

Listing stock exchange Shenzhen Stock Exchange

Chinese name of the Company 深圳南山热电股份有限公司

Short form of the Company

深南电

(in Chinese) (if applicable)

Foreign name of the Company

Shenzhen Nanshan Power Co., Ltd.

(if applicable)

Legal Representative Chairman Yang Haixian

II. Contact person and ways

Secretary of the Board Rep. of securities affairs

Name Zhang Jie Jiang YuanYuan

16/F-17/F, Hantang Building, OCT, 16/F-17/F, Hantang Building, OCT,

Contact adds. 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. Others

1. Way of contact

Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or

not

□ Applicable √ Not applicable

Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period,

found more details in Annual Report 2015.

2. Information disclosure and preparation place

Whether information disclosure and preparation place changed in reporting period or not

□ Applicable √ Not applicable

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深圳南山热电股份有限公司 2016 年半年度报告全文

The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation

place for semi-annual report have no change in reporting period, found more details in Annual Report 2015.

3. Registration changes of the Company

Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and

organization code have no change in reporting period, found more details in Annual Report 2015.

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深圳南山热电股份有限公司 2016 年半年度报告全文

Section III. Accounting data and summary of financial indexes

I. 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

Increase/decrease in this

Current period Same period of last year

report y-o-y

Operating revenue (RMB) 697,688,267.08 650,557,237.18 7.24%

Net profit attributable to shareholders of

-56,454,746.24 -102,546,073.06 -44.95%

the listed company(RMB)

Net profit attributable to shareholders of

the listed company after deducting -66,068,598.18 -135,090,642.01 -51.09%

non-recurring gains and losses(RMB)

Net cash flow arising from operating

183,680,275.33 318,855,299.19 -42.39%

activities(RMB)

Basic earnings per share (RMB/Share) -0.09 -0.17 -47.06%

Diluted earnings per share (RMB/Share) -0.09 -0.17 -47.06%

Weighted average ROE -10.96% -11.23% -2.40%

Increase/decrease in this

End of current period End of last period report-end over that of last

period-end

Total assets (RMB) 4,597,811,157.97 4,579,853,736.04 0.39%

Net assets attributable to shareholder of

579,564,321.22 636,006,699.57 -8.87%

listed company(RMB)

II. 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.

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深圳南山热电股份有限公司 2016 年半年度报告全文

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.

III. Items and amounts of extraordinary profit (gains)/loss

√Applicable □ Not applicable

In RMB

Item Amount Note

Gains/losses from the disposal of non-current asset (including the Mainly for the loss on disposal of fixed

-203,276.08

write-off that accrued for impairment of assets) assets

Governmental subsidy calculated into current gains and Subsidy of gas& fuel processing

losses(while closely related with the normal business of the charges for Jan. to Sept. of 2015

9,839,892.03

Company, excluding the fixed-amount or fixed-proportion received by Yue Fa Gai Price [2016]

governmental subsidy according to the unified national standard) No. 221

Other non-operating income and expenditure except for the

1,961,448.64

aforementioned items

Less: impact on income tax 246,556.08

Impact on minority shareholders’ equity (post-tax) 1,737,656.57

Total 9,613,851.94 --

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.

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深圳南山热电股份有限公司 2016 年半年度报告全文

Section IV. Report of the Board of Directors

I. Introduction

In the first half of 2016, the global economic recovery has been weak, China's economic downward pressure was

increasing, growth in power demand was slowing down, in addition, the reform of electricity market has further

intensified industry competition, power generation enterprises have very fierce competition, as the gas turbine

generator sets for peaking power source, power generation is still severely limited, the Company has been

struggling in the operation of main business. Because 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 the "Stock

Listing Rules", the Company's stock has been given a *ST risk admonition. If the Company continues to incur

losses in 2016, the Company's stock may be suspended from listing, so the Company is facing unprecedented

challenges.

In the extremely difficult business situation, on the one hand, the Company strives to improve the operating

efficiency of the stock main business assets through its own efforts, vitalizes some non-core assets, and spares no

efforts to turn losses into gains within the year; on the other hand, the Company actively cooperates to carry out

related work of major assets restructuring, seeks for the Company's long-term sound development. During the

reporting period, the Company has been focusing on the following aspects:

1. Corporate governance and standardized management: strengthen the Company’s internal standardized operation

and fine management, and further enhance the level of corporate governance and management performance.

During the reporting period, the Company has revised the "financial administration regulations", "security

administration regulations", "financial approval authority and payment administration regulations", "fixed assets

management regulations" and other management systems; completed the self-evaluation work of internal control

in 2015, established the self-evaluation work program of internal control in 2016, and effectively controlled the

risks; after the retirements of original directors and senior management, timely elected and engaged new directors

and senior management; continuously improved the quality of information disclosure and investor relations

management, and earnestly maintained the investors’ legitimate rights and interests. After the Company's stock

being given a *ST risk admonition on April 5, 2016, the Company's stock has been suspended since May 31, and

turned into a major asset restructuring suspension from June 15. The Company has timely accurately, completely,

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深圳南山热电股份有限公司 2016 年半年度报告全文

and truly carried out the obligations of information disclosure and reminded the investors of investment risks in

strict accordance with relevant laws and regulations and regulatory documents.

2. Main business management and administration of power: pay close attention to the safety, environmental

protection and economic performance of the stock power assets, and fight for more power at a maximum limit. At

the same time, try the best to reduce production costs and improve operational efficiency by implementing fine

management and technical transformation; strengthen the management of non-power assets, make efforts to

improve the profitability of certain assets, and strictly control the operational risks. During the reporting period,

the Company subordinate power plants have totally completed on-grid energy of 1.042 billion kWh, an increase of

85.39% on a year-on-year basis; achieved operating revenue of 697,688,300 Yuan, an increase of 7.24% on a

year-on-year basis; net profits of -56,454,700 Yuan attributable to shareholders of listed Company, reducing losses

of 46,091,400 Yuan compared with -102,546,100 Yuan in the same period of last year.

3. Capital planning and assets management: actively expand the financing channels, make efforts to improve the

fund structure, plan for the financing and deployment of intra-system funds, and guarantee the Company’s fund

chain security; carefully check the situation of the Company’s stock non-power assets, track and study the relevant

regulations and policies, and make preparations for timely vitalization of underlying assets and transformation of

non-power business; continue to track and study Qianhai regional planning and related policies, and make

preparations for the demonstration and estimation to various schemes of the removal of Nanshan Power Plant.

While closely tracking Qianhai regional development, actively keep contact and communication with relevant

government departments and Qianhai Authorities, and make relevant preparations.

4. Strategic restructuring and sustainable development: in order to plan for major events, the Company applied to

the Shenzhen Stock Exchange, the Company's stock has been suspended since May 31 and turned into a major

asset restructuring suspension from June 15. On June 15, the Company sent "invitation to bid of the intention

restructuring party" to nine potential restructuring units, and currently the China Gas Holdings Limited

(hereinafter referred to as China Gas) has been confirmed as a potential restructuring party and shall carry out the

consultations and negotiations with China Gas in aspect of the material assets reorganization. The Company shall

actively cooperate with the shareholders and promote the related work of this major asset restructuring as soon as

possible with the relevant parties, and seek for the Company's healthy and sustainable development.

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深圳南山热电股份有限公司 2016 年半年度报告全文

II. Main business analysis

Introduction

During the reporting period, the Company's main business, gas-steam combined cycle power generation business,

has been affected by the economy downward pressure and the great restriction on generating capacity, utilization

hours of generator sets in Company's subordinates Nanshan Power Plant, Zhongshan Nanlang Power Plant and

Dongguan Gaobu Power Plant are respectively only 1,030 hours, 805 hours and 569 hours.

During the reporting period, Dongguan Gaobu Power Plant has obtained the "Power Business License" issued by

South China Energy Regulatory Bureau of National Energy Administration of the People’s Republic of China, and

has returned to normal electricity production. From January to June 2016, the on-grid energy of the Company’s

subordinate power plants amounted to 1.042 billion kWh, an increase of 85.39% on a year-on-year basis,

accomplishing 42.08% of the annual plan, thereinto, Nanshan Power Plant accomplished 551 million kWh,

Zhongshan Nanlang Power Plant accomplished 288 million kWh, and Dongguan Gaobu Power Plant

accomplished 203 million kWh. The power business has achieved incomes of 665,806,000 Yuan, an increase of

85.88% on a year-on-year basis

Y-o-y changes of main financial data

In RMB

Y-o-y

Same period of Reasons for changes with over 30% on a y-o-y

Current period increase/d

last year basis

ecrease

Operating revenue 697,688,267.08 650,557,237.18 7.24% -

Operating costs 639,919,822.75 746,907,771.86 -14.32% -

Sales expenses 2,453,390.26 2,183,711.61 12.35% -

Administration expenses 44,677,104.53 43,210,635.07 3.39%

Finance expenses 96,448,656.12 115,851,533.93 -16.75%

Total profit of the Shen Nan Dian Envionment

Income tax expenses 1,085,010.53 488,647.17 122.04% Protection Co., and Shen Nan Dian Engineering

Co., increased on a y-o-y basis

Operational net cash flow increased to RMB 140

million resulted by the increase of electric

Net cash flow arising from

183,680,275.33 318,855,299.19 -42.39% quantity, the declined of subsidy makes the

operating activities

operational net cash flow decreased RMB 250

million

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深圳南山热电股份有限公司 2016 年半年度报告全文

Net cash flow arising from

-10,793,452.51 -11,332,937.87 -4.76% -

investment activities

Net cash flow arising from

-94,007,456.64 -16,020,069.86 486.81% The net financing amount decreased

financing activities

Net cash flow from operation activities decreased

Net increase of cash and cash

78,992,283.10 291,495,149.10 -72.90% RMB 135 million and the RMB 78 million

equivalent

declined in net cash flow from financing activities

Major changes on profit composition or profit resources in reporting period

□ Applicable √ Not applicable

No major changes on profit composition or profit resources occurred in reporting period.

The future development and planning extended to reporting period that published in disclosure documents as prospectus, private

placing memorandum and recapitalize statement

□ Applicable √ Not applicable

No future development and planning extended to reporting period that published in disclosure documents as prospectus, private

placing memorandum and recapitalize statement.

Review on the previous business plan and its progress during reporting period

During the reporting period, the Company has been adhering to safety first, standard-oriented, giving considerations to efficiency and

pursuing benefits, actively seeking for outside supports by tapping internal potential deeply, earnestly implementing the business

plans for production, operation, management and other aspects issued by the Board:

1. The Company achieved "Four No" goal of safety and ensured the safety of capital chain; the three subordinate power plants totally

accomplished on-grid energy of 1.042 billion kWh, an increase of 85.39% on a year-on-year basis; the Company achieved net profits

of -56,454,700 Yuan attributable to shareholders of listed Company, reducing losses of 46,091,400 Yuan compared with -102,546,100

Yuan in the same period of last year.

2. The gas-steam combined cycle power generation project of the Company’s subordinate holding subsidiary, Shennandian Dongguan

Company Dongguan Gaobu Power Plant, has been approved earlier this year and has obtained the "Power Business License",

Shennandian Zhongshan Company has launched the related work for heat supply network phase I project of the combined heat and

power generation project, the production conditions of the Company’s main business shall be further improved.

3. The Company further to improve the internal standardized management, amended and improved relevant rules and regulations,

and has completed the self-evaluation work of internal control for year of 2015 as planned, amended and improved the relevant rules

and regulations, and strengthened the supervision to subordinate enterprises, so that the internal management performance and risk

prevention and control level have been improved.

Furthermore, Since Nanshan Power Plant is located in Qianhai Shenzhen-Hong Kong modern service industry cooperation zone, the

Company has been paying close attention to the regional planning of Qianhai. On 5 June 2013, the Shenzhen Municipal People’s

Government approved the Comprehensive Planning of Qianhai Shenzhen HK Modern Service Industry Cooperation Zone(hereinafter

referred to as Qianhai Comprehensive Planning) [Shen Fu Han (2013) No. 112], the Planning propose that Nanshan Power move to

the Tianliao quarry in Gongming Street, Guangming New District, and requires the Qianhai Administration and related department

raid up the establishment and improve vary specific plans, on the principle of rigid-oriented and elasticity remaining, carrying out the

Qianhai Comprehensive Planning. On 14 July 2016, Shenzhen Municipal People’s Government holding a meeting, research the land

disposal of the Nanshan Power Plant and propose the work requirements. The Company will keep in touch with Qianhai

Administration for work arrangements prepared, the Company will implemented information disclosure obligation in time when

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深圳南山热电股份有限公司 2016 年半年度报告全文

receiving official notification from relevant department of Qianhai Administration and start related works.

(Additional remarks: on September 25, 1992, the Company signed a land use contract of 100,000 square meters land [Land ID:

T102-0011] belonging to Nanshan Power Plant with Urban Planning and Land Bureau of Shenzhen Municipality, the tenure of use is

from January 2, 1990 to January 1, 2020. On June 8, 2010, the Company signed the supplementary agreement of the grant contract of

land use right for this land with the second direct authority of Urban Planning, Land & Resources Commission of Shenzhen

Municipality to prolong the tenure of use of this land to January 1, 2040, and paid the land cost of 9,312,166.00 Yuan[No. of the real

estate certificate: Shen Fang Di Zi No. 40000381236].

To reduce the pollution to surrounding environment, the Company changes the fuel from heavy oil to natural gas, on December 14,

2005, the Company and the Shenzhen Municipal Bureau of Land Resources and Housing Authority signed a grant contract of land

use right of 2000 square meters of land [Land ID: T102-0155] used for the construction of natural gas transfer regulator station, the

tenure of use is from December 14, 2005 to December 13, 2055, the Company has paid the land-transferring fees 177,509.00 Yuan,

the land development fund of 200,016.00 Yuan and the municipal administration supporting facilities of 805,866.00 Yuan, with a

total of 1,183,391.00 Yuan.[ No. of the real estate certificate: Shen Fang Di Zi No. 40000277947])

III. Constitution of main business

In RMB

Increase or Increase or Increase or

decrease of decrease of decrease of gross

Operating

Operating cost Gross profit ratio operating revenue operating cost profit ratio over

revenue

over same period over same period same period of

of last year of last year last year

According to industries

Energy industry 665,806,019.13 617,567,493.64 7.25% 7.58% -14.34% 23.74%

Engineering labor 5,115,111.97 5,470,520.75 -6.95% 666.88% 57.50% 413.78%

Sludge drying 25,511,359.61 16,881,808.36 33.83% -15.55% -23.85% 7.21%

According to products

Power marketing 665,806,019.13 617,567,493.64 7.25% 85.88% 33.35% 36.54%

Fuel oil

0.00% -100.00% -100.00% -1.08%

marketing

Engineering labor 5,115,111.97 5,470,520.75 -6.95% 666.88% 57.50% 413.78%

Sludge drying 25,511,359.61 16,881,808.36 33.83% -15.55% -23.85% 7.21%

According to region

Shenzhen 382,345,332.72 321,990,324.23 15.79% -20.82% -37.98% 23.31%

Zhongshan 184,156,891.45 184,578,525.00 -0.23% 10.36% -8.73% 20.97%

Dongguan 129,930,266.54 133,350,973.52 -2.63% 291,108.29% 428.97% 56,399.03%

IV. Core competitive-ness analysis

In twenty years of development, the Company has been adhering to the traditional spirits of being innovative and

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深圳南山热电股份有限公司 2016 年半年度报告全文

enterprising, after completing the transformation of its gas turbine power plant from fuel to clean energy, the

Company takes the lead in implementing the technical modification project of energy-saving and emission

reduction like low-nitrogen combustion so as to reduce the influence of power generation to environment to a

minimum. The Company strives to realize the transformation from a single power generation enterprise to an

enterprise of comprehensive utilization of resources and an energy integrated service provider by implementing

the cyclic economy projects such as sludge drying and CCHP projects such as recycling economy. Under the

influence of the macro-economic situation and the common problems of gas turbine industry in recent years, the

Company has been facing great pressure on operation, but the core competitiveness formed in twenty years of

management and development is still the basis of the Company’s sustainable survival and development. (See 2015

Annual Report)

Although the Company's stock has been given a *ST risk admonition, the Company has not given up the hopes

and efforts, on the one hand through, the Company has been making the greatest efforts to try to turn losses into

gains in this year through production management and asset management; on the other hand, the Company has

been actively promoting the major asset restructuring jointly with other organization concerned, seeking to realize

complementary advantages through the introduction of strategic investors so as to create better conditions for the

Company's healthy and sustainable development.

V. Investment analysis

1. External equity investment

(1) External investment

□ Applicable √ Not applicable

The Company has no external equity investment in the Period.

(2) Holding equity of financial enterprise

□ Applicable √ Not applicable

The Company has no equity of financial enterprise held in the Period.

(3) Securities investment

□ Applicable √ Not applicable

The Company has no securities investment in the Period.

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深圳南山热电股份有限公司 2016 年半年度报告全文

(4) Explanation on equity of other listed company held

□ Applicable √ Not applicable

The Company had no equity of other listed company held in Period.

2. Trust management, derivative investment and entrust loans

(1) Trust financing

□ Applicable √ Not applicable

The Company has no trust financing in the Period.

(2) Investment of derivatives

□ Applicable √ Not applicable

The Company has no derivatives investment in the Period.

(3) Trust loans

□ Applicable √ Not applicable

No trust loans in Period.

3. Application of raised proceeds

□ Applicable √ Not applicable

The Company has no application of raised proceeds in the Period.

4. Main subsidiaries and joint-stock companies analysis

√ Applicable □ Not applicable

Main subsidiaries and joint-stock companies

In RMB

Main

Industry Registered Operation Operation

Name Type products or Total assets Net assets Net profit

involved capital revenue profit

service

Technology

development

Shen Nan regarding to

RMB

Dian New Power application of 172,247,335 75,933,884. 209,679,75 38,932,77 38,932,774.8

Subsidiary 113.85

Power industry remaining .29 73 9.7 4.87 7

million

Company heat

(excluding

restricted

17

深圳南山热电股份有限公司 2016 年半年度报告全文

items) and

power

generation

with

remaining

heat. Add:

power

generation

through

burning

machines.

Shenzhen

Shen Nan

Environm

Dian RMB 79 140,750,607 92,240,935. 25,511,359. 4,364,042

Subsidiary ental Sludge drying 5,995,431.3

Environmen million .86 78 61 .6

protection

t Protection

Co., Ltd.

Engaged in

the

technology

consultant

service of

gas-steam

combined

cycle power

plant

(station),

maintenance

Shenzhen

Engineeri and overhaul

Shennandia

ng and of running

n Turbine RMB 10 113,915,361 28,439,598. 5,115,111.9

Subsidiary technical equipment for 702,013.8 509,927.07

Engineering million .35 24 7

advisory gas-steam

Technology

services combined

Co., Ltd.

cycle power

plant

(station).

Import and

export of

goods and

technology

(excluding

distribution

and

monopolized

18

深圳南山热电股份有限公司 2016 年半年度报告全文

commodity of

the State)

Self-operatio

n of fuel oil

or import

agent

business;

Trading(man

ufacture,

storage and

transportation

excluded) of

diesel,

lubricating,

liquefied

petroleum

gas, natural

gas,

compressed

gas &

Shenzhen liquefied gas

Server and chemical

Petrochemi products(che RMB 53.3 145,791,006 104,133,20 -4,840,67

Subsidiary Energy 514,136 -4,840,672.99

cal mical hazard million .67 1.42 2.99

Supplying excluded);

Co., Ltd 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

19

深圳南山热电股份有限公司 2016 年半年度报告全文

commodity

under special

government

control

excluded);

leasing

business.

Licensing

project: fuel

oil

warehousing

(refined oil

products

excluded);

ordinary

freight, cargo

specific

transportation

(container)

and cargo

specific

transportation

(pot-type)

Power

generation by

burning

machines,

power

generation by

remaining

heat, power

Shen Nan supply and

Dian heat supply

RMB 746.8 877,480,858 -12,925,332 184,769,85 -24,553,2 -17,740,015.1

(Zhongshan Subsidiary Electricity (excluding

million .69 .74 4.45 45.53 1

) Power pipeline

Co., Ltd. network of

heat supply),

lease of dock

and oil

storage

(excluding oil

products,

dangerous

chemicals

20

深圳南山热电股份有限公司 2016 年半年度报告全文

and

inflammable

and explosive

materials).

Shen Nan

Dian

Construction

(Dongguan)

and operation US $ 35.04 874,719,002 140,164,10 130,208,92 -26,261,8

Weimei Subsidiary Power -25,003,456.6

of natural gas million .55 1.73 8.16 24.9

Electric

power plants.

Power Co.,

Ltd

Oil product

Shen Nan

trading, spare

Energy US $ 0.9 348,176,506 345,663,32 1,015,244.1 462,256.6

Subsidiary Trade part of the 361,394.26

(Singapore) million .53 8.23 7 6

gas turbine

Co., Ltd.

agent

Development,

building &

operating and

management

of the nuclear

power

project;

producing

electricity

and relevant

products;

foreign trade

CPI Jiangxi

operation(exc RMB

Nuclear Stock jointly Nuclear 3,120,471,1,129,270,0

luding the 1127.27 / / /

Power Co., company power 553.02 00

import and million

Ltd.

export

business of

cargo

exercise

state-run

trading

management)

; (except for

the projects

with special

permission

from the

21

深圳南山热电股份有限公司 2016 年半年度报告全文

State)

Development

Zhongshan of real estate,

City property

Shenzhong management,

RMB

Real Real leasing and 462,424,399 -829,381,44 -36,608,3 -36,608,341.3

Subsidiary 177.80 /

Estate Estate sales of own .4 5.91 41.37 7

million

Developm commercial

ent Co., housing and

Ltd. investment of

real estate

Investment of

real estate

and property

management

(the above

projects shall

operate with

the

qualification

Zhongshan

certificate),

Shenzhong

sale and

Real Estate Real RMB 60 349,424,985 22,638,372. -1,608,36

Subsidiary leasing / -1,618,361.24

Investment estate million .61 49 1.24

business of

Properties

the

Co., Ltd

self-owned

commercial

housing.

branch

operations:

Fuel oil, the

storage and

sales of

engine oil

5. Major project with non raised fund

□ Applicable √ Not applicable

The company had no major projects invested by non-raised fund in the reporting period.

VI. Prediction of business performance from January – September 2016

Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the

warning of its material change compared with the corresponding period of the last year and explanation on reason

22

深圳南山热电股份有限公司 2016 年半年度报告全文

□ Applicable √ Not applicable

VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from

the CPA of this year’s

□ Applicable √ Not applicable

VIII. Explanation from the Board for “Qualified Opinion” of last year’s

□ Applicable √ Not applicable

IX. Implementation of profit distribution in reporting period

Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital

reserve in particular

□ Applicable √ Not applicable

The profit distribution plan in semi-annual year was: no cash dividend distributed any bonus shares and has no share converted from

capital reserve either.

X. Profit distribution and capitalization of capital reserves in the Period

□ Applicable √ Not applicable

The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for

the semi-annual year

XI. In the report period, reception of research, communication and interview

√ Applicable □ Not applicable

Contents discussed and

Time Place Way Type Reception

material provided

In the premise of not

violating the principles of

information disclosure and

the confidential system of

significant information, the

Company seriously and

Investor relation timely responded to the

Jan. to Jun. of 2016 Written inquiries Individual Investors (3)

interactive platform investors’ inquiries about

the Company's basic

business circumstances,

financial management

situation, and relevant

information of subordinate

companies.

23

深圳南山热电股份有限公司 2016 年半年度报告全文

In the premise of not

violating the principles of

information disclosure and

the confidential system of

significant information, the

Company seriously and

timely responded to the

2016-4-25 The Company Field research Individual Investor

investors’ inquiries about

the Company's basic

business circumstances,

financial management

situation, and relevant

information of subordinate

companies.

24

深圳南山热电股份有限公司 2016 年半年度报告全文

Section V. Important Events

I. Corporate governance

During the reporting period, in accordance with "Company Law", "Securities Law", "Corporate Governance Code

for Listed Companies", "Stock Listing Rules" and guidelines of normative documents of supervision departments,

the Company has followed the articles of association and the rules of procedure, constantly optimized the

corporate governance structure, continued to improve the modern enterprise management system, further improve

the system of checks and balances among “Three Meetings” (general meeting of shareholders, board of directors

meeting, board of supervisors meeting), standardized the operations and decision-making procedures of “Three

Meetings” and management layer, seriously fulfilled the obligations of important information privacy and

information disclosure, strengthened the internal audit and risk control, strived to improve normalized governance

and fine management level, and effectively protected the benefits and legitimate rights and interests of listed

companies, investors and employees.

During the reporting period, the Company held one shareholders' meeting, three board meetings and three board

of supervisors meeting and also held a number of specialized committee meetings of the board, which seriously

deliberated and made decisions for the events to be submitted to the meeting for deliberation, all the meetings are

convened legally and all decision-making processes are open, fair and just.

Because the Company’s audited net profits have a consecutively negative value in both 2014 and 2015 annual

fiscal years, the Company's stock has been implemented the *ST risk admonition since the opening on April 5,

2016. The Company has timely, accurately, completely, and truly fulfilled the obligation of information disclosure

and reminded investors of investment risks in strict accordance with relevant laws and regulations and regulatory

documents.

In order to plan major events, the Company disclosed the "Suspension notice of major events" on 31 May 2016;

the Company’s stock was suspended since the opening on that day after applying to the Shenzhen Stock Exchange.

On June 15, the Company disclosed the "Suspension notice of major assets restructuring", confirmed that the

major events the Company was planning were major assets restructuring, the Company’s stock was turned into

suspension of major asset restructuring. During the stock suspension, the Company has strictly fulfilled the

obligation of information disclosure in strict accordance with relevant regulations by disclosing the progress

notice of major assets restructuring once for every five trading days and carrying out the declaration procedures to

apply for continued suspension once the Company stock’s suspension expires according to relevant regulations.

There is no difference between the actual situation of corporate governance and the "Company Law" and relevant

provisions of China Securities Regulatory Commission

II. Lawsuits

Material lawsuits and arbitration

√ Applicable □ Not applicable

Lawsuits (arbitrations) Amount Resulted an Progress Trial result and Execution of Disclosure Disclosure

25

深圳南山热电股份有限公司 2016 年半年度报告全文

involved (in accrual influence judgment date index

10 thousand liability

Yuan) (Y/N)

Xiefu Company

started to trade oil

products with China

Shipping & Sinopec

Suppliers Co., Ltd

(hereinafter referred to

as China Shipping &

Sinopec) since August For details,

2014. In specific, please refer

Xiefu purchased fuel to the

oil from Guangzhou announcem

Zhongyuan Petroleum ent of the

Chemistry Company Company

and sold the same to relating to

China Shipping & proceeding

Sinopec. During of Shenzhen

Since the suit is

August to end of Xiefu

subject to final

September 2015, Energy

ruling, it is

Xiefu entered into two Company

unlikely for the

Fuel Oil Purchase Obtained no Obtained no Limited

Company to

Agreements (No. 5,112.82 No decision in decision in the 2016-03-01 (No.2016-0

predict the effect

GRG150804002X and the Period Period 07) dated 1

of this suit on the

No. March 2016

profit for the

GRG150907004X) published

period or

with China Shipping on China

subsequent period.

& Sinopec with total Securities,

contract amount of Securities

RMB72.35 million. Times,

Pursuant to which, Hong Kong

Xiefu delivered the Commercial

fuel oil concerned to Daily and

China Shipping & Juchao

Sinopec as scheduled, information

while the latter failed website.

to pay off the required

amount after its

issuance of Receipt

Confirmation to

Xiefu. Till now, the

outstanding payment

was RMB51,

26

深圳南山热电股份有限公司 2016 年半年度报告全文

128,173.60 in total.

Xiefu submitted civil

complaint and other

supporting materials

to the People’s Court

of Huangpu district,

Guangzhou on 24

February 2016, and

received the

Acceptance Notice

from the court. On 16

May, the above court

held hearings for this

suit.

Other lawsuits

□ Applicable √ Not applicable

III. Questions by media

□Applicable √ Not applicable

No questions by media in Period.

IV. Bankruptcy reorganization

□Applicable √ Not applicable

No bankruptcy reorganization in Period.

V. Transaction in assets

1. Assets acquisition

□Applicable √ Not applicable

The Company had no assets acquisition in the Period.

2. Assets sold

□Applicable √ Not applicable

No assets sold in Period.

3. Enterprise combination

□Applicable √ Not applicable

27

深圳南山热电股份有限公司 2016 年半年度报告全文

No enterprise combination in Period.

VI. Implementation and its influence of equity incentive plan

□Applicable √ Not applicable

No implementation of equity incentive plan in Period.

VII. Material related transaction

1. Related transaction with daily operation concerned

□Applicable √ Not applicable

The Company has no related transaction with routine operation concerned in Period.

2. Related transaction incurred by purchase or sales of assets

□Applicable √ Not applicable

No related transaction incurred by purchase or sales of assets in Period.

3. Related transaction from jointly investment outside

□Applicable √ Not applicable

No related transaction from jointly investment outside occurred in Period.

4. Current related liabilities and debts

√ Applicable □Not applicable

Whether has non-operational contact of related liability and debts or not

√ Yes □ No

Financial claim receivable from related party:

Newly

Exist added Balance at

Amount of

Balance at amount in Interest in

non-operatin recovery in period-end

period-begin the Period

Related the Period the Period

Relationship Reason g occupation (in 10 Interest rate (in 10 (in 10

parties (in 10

thousand thousand

of funds (in 10 thousand thousand

Yuan) Yuan)

Yuan)

(Y/N) thousand Yuan)

Yuan)

Shen Nan Profit

Dian

Subsidiary distributio N 7,949.53 7,949.53

Engineering

Co., n

Routine

New Power

Subsidiary operation N 7,702.8 29,154.69 37,103.75 -246.26

Co.,

open credit

28

深圳南山热电股份有限公司 2016 年半年度报告全文

Shen Nan Routine

Dian

Subsidiary operation N 54,717.43 5.00 67.61 7.00% 1,447.4 56,102.22

Zhongshan

Co open credit

Shenzhong Routine

Real Estate Subsidiary operation N 90,469.72 7.00% 2,870.02 93,339.74

Company open credit

Shenzhong Routine

Properties Subsidiary operation N 10,497.04 7.00% 317.61 10,814.65

Company open credit

Shen Nan Routine

Dian

Subsidiary operation N 19,388.57 7.00% 637 20,025.57

Dongguan

Co open credit

Shen Nan

Routine

Dian

Envionment Subsidiary operation N 444.74 720.75 442.12 723.37

Protection

open credit

Co.,

Routine

Singapore

Subsidiary operation N 21.23 124.46 145.69

Company

open credit

Routine

Syndisome

Subsidiary operation N 8.55 0.24 0.08 8.71

Company

open credit

Influence on business

performance and financial

Decreased current assets RMB 23,363,800 in the period.

status of the Company

from related liabilities

Debt payable to related party:

Newly The return

Balance at

amount in the

Balance at added amount Interest in the

Period period-end

period-begin in the Period Period

Related

Relationship Reason (in 10 (in 10 Interest rate (in 10 (in 10

parties (in 10

thousand thousand

thousand thousand

Yuan) thousand Yuan)

Yuan) Yuan)

Yuan)

Shen Nan Routine

Dian

Subsidiary operation 9,532.25 222.02 5.60% 265.84 9,576.07

Engineering

Co., open credit

Routine

Server Co., Subsidiary operation 3,102.36 3.54 143.86 5.60% 84.25 3,046.29

open credit

Syndisome Routine

Subsidiary 368.18 15.04 7.2 376.02

Company operation

29

深圳南山热电股份有限公司 2016 年半年度报告全文

open credit

Influence on business

performance and financial

Decreased current liabilities RMB 44,100 in the period.

status of the Company from

related debts

5. Other related transactions

□Applicable √ Not applicable

The company had no other related transactions in reporting period.

VIII. Non-business capital occupying by controlling shareholders and its related parties

□Applicable √ Not applicable

No non-business capital occupied by controlling shareholders and its related parties in Period.

IX. Significant contracts and its implementation

1. Trusteeship, contract and lease

(1) Trusteeship

As for the Assets Custody Operation Contract in Connection with Burning Machine-Stream Joint Cycle Heat Power Generation

Machine Unit entered into in February 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 8.2609 million was

obtained by the Company in reporting period.

(2) Contract

□Applicable √ Not applicable

The Company had no contract in the reporting period.

(3) Leasing

□Applicable √ Not applicable

The Company had no leasing in the reporting period.

2. Guarantees

√ Applicable □ Not applicable

In ten thousand Yuan

External guarantee of the Company (Barring the guarantee for the controlling subsidiaries)

Related

Actual date of Guarante

Name of the Announce Implemen

Guarantee happening (Date Actual Guarantee Guarantee

Company ment e for

limit of signing guarantee limit type term ted (Y/N)

guaranteed disclosure

agreement) related

date

30

深圳南山热电股份有限公司 2016 年半年度报告全文

party

(Y/N)

Guarantee of the Company for the subsidiaries

Guarante

Related

e for

Name of the Announce Actual date of Actual Implemen

Guarantee Guarantee Guarantee

Company ment happening (Date of guarantee related

limit type term ted (Y/N)

guaranteed disclosure signing agreement) limit

party

date

(Y/N)

Shen Nan Dian

General

Zhongshan 2016-04-01 20,000 2016-05-11 19,040 2 years N Y

guarantee

Company

Shen Nan Dian

General

Zhongshan 2015-04-25 10,000 2015-07-13 2,955 1 year Y Y

guarantee

Company

Shen Nan Dian

General

Zhongshan 2016-04-01 10,000 2016-06-08 3,229 1 year N Y

guarantee

Company

Shen Nan Dian

General

Zhongshan 2015-04-25 10,000 2015-11-25 5,000 1 year N Y

guarantee

Company

Shen Nan Dian

General

Zhongshan 2016-04-01 5,000 2016-06-14 2,242 1 year N Y

guarantee

Company

Shen Nan Dian

General

Dongguan 2016-04-01 15,000 2016-05-26 12,000 1 year N Y

guarantee

Company

Shen Nan Dian

General

Dongguan 2016-04-01 21,000 2016-06-24 9,151 1 year N Y

guarantee

Company

Shen Nan Dian

General

Dongguan 2015-04-25 20,000 2015-09-22 20,000 2 years N Y

guarantee

Company

Shen Nan Dian

General

Dongguan 2015-04-25 5,000 2015-11-25 5,000 1 year N Y

guarantee

Company

Shen Nan Dian

General

Dongguan 2015-04-25 6,500 2016-03-03 6,500 1 year N Y

guarantee

Company

Shen Nan Dian General

2015-04-25 2,500 2015-12-11 2,000 1 year N Y

Environment guarantee

31

深圳南山热电股份有限公司 2016 年半年度报告全文

Protection Co.

New Power General

2015-04-25 10,000 2015-11-30 5,000 1 year N Y

Company guarantee

New Power General

2016-04-01 10,000 2016-06-24 2,740 1 year N Y

Company guarantee

Shenzhong Real

General

Estate Investment 2015-12-29 30,000 2016-02-03 11,100 3 years N Y

guarantee

Property Co., Ltd

Total amount of approving Total amount of actual

guarantee for subsidiaries in 175,000 occurred guarantee for 105,958

report period subsidiaries in report period

Total amount of approved Total balance of actual

guarantee for subsidiaries at the 175,000 guarantee for subsidiaries at 105,958

end of reporting period the end of reporting period

Guarantee of the subsidiaries for the subsidiaries

Guarante

Related

Actual date of e for

Name of the Announce Implemen

Guarantee happening (Date Actual Guarantee Guarantee

Company ment related

limit of signing guarantee limit type term ted (Y/N)

guaranteed disclosure

agreement) party

date

(Y/N)

Total amount of guarantee of the Company

Total amount of actual

Total amount of approving

175,000 occurred guarantee in report 105,958

guarantee in report period

period

Total amount of approved Total balance of actual

guarantee at the end of report 175,000 guarantee at the end of report 105,958

period period

The proportion of the total amount of actually guarantee in the

182.82%

net assets of the Company

Including:

Amount of guarantee for shareholders, actual controller and its

-

related parties

The debts guarantee amount provided for the guaranteed

parties whose assets-liability ratio exceed 70% directly or 96,218

indirectly

Proportion of total amount of guarantee in net assets of the

82,485.88

Company exceed 50%

Total amount of the aforesaid three guarantees 178,703.88

Explanations on possibly bearing joint and several liquidating

N/A

responsibilities for undue guarantees (if applicable)

Explanations on external guarantee against regulated

N/A

procedures (if applicable)

(1) Guarantee outside against the regulation

□ Applicable √ Not applicable

32

深圳南山热电股份有限公司 2016 年半年度报告全文

No guarantee outside against the regulation in Period.

3. Other significant contract

√ Applicable □Not applicable

Book Appraisa

value of l value

amount for assets Base

Whether

involved involved Appraisa date of Trading Impleme

Compan constitut

Name of subject in in l agency assets price (in Related ntation

y entered Date of Pricing e related

counterp matter of contract contract( (if evaluatio 10 relations ended as

into a contract principle transacti

art contract (in 10 in 10 applicabl n (if thousand hip reporting

contract on or

thousand thousand e) applicabl Yuan) period

not

Yuan) (if Yuan) (if e)

applicabl applicabl

e) e)

Consisti

ng three

Guangdo

parts:

ng Trade

price of

Branch Impleme

The Liquefie LNG,

of 2013-01- nting

Compan d natural - compreh - No No

CNOOC 15 relevant

y gas ensive

Gas & contracts

service

Power

charge

Group

and

taxes.

Consisti

ng three

Guangdo

Shen parts:

ng Trade

Nan price of

Branch Impleme

Dian Liquefie LNG,

of 2013-12- nting

Donggua d natural - compreh - No No

CNOOC 21 relevant

n gas ensive

Gas & contracts

Compan service

Power

y charge

Group

and

taxes.

Shen Guangdo Consisti

Impleme

Nan ng Trade Liquefie ng three

2014-05- nting

Dian Branch d natural - parts: - No No

31 relevant

Zhongsh of gas price of

contracts

an CNOOC LNG,

33

深圳南山热电股份有限公司 2016 年半年度报告全文

Compan Gas & compreh

y Power ensive

Group service

charge

and

taxes.

Zhongsh Shui Mu Contract

an Nian amount

Zhonghe

Shenzho Hua + design

ng Impleme

ng Real Garden change

Construc 2015-07- 37,923.4 nting

Estate project - and visa No No

tion 02 8 relevant

Investme (building amount -

Group contracts

nt size: deductibl

Co.,Ltd.

Property 157,951. e

2

Co., Ltd 71 M ) expenses

4. Other material transactions

□ Applicable √ Not applicable

No other material transaction of the Company in the reporting period.

X. Commitments made by the Company or shareholders holding above 5% shares of the Company in

reporting period or extending to reporting period

√ Applicable □ Not applicable

Commitment

Commitments Accepter Contents Commitment time Implementation

period

Commitments for Share Merger Reform

Commitments in report of acquisition or

equity change

Commitments in assets replacement

Commitments make in Initial public

offering or re-financing

HONG KONG

Promise not to

NAM HOI

preparing the

(INTERNATIO

material events

NAL)

as material

LIMITED;

Other commitments for minority assets

Shenzhen 2015-12-01 3 months Completed

shareholders reorganization,

Guangju

acquisition,

Industrial Co.,

stock placement

Ltd.;

in later three

SHENZHEN

months

ENERGY

34

深圳南山热电股份有限公司 2016 年半年度报告全文

(GROUP) CO.,

LTD.; the

Company

Promise not to

Shenzhen reducing the

Guangju stock in over In normal

2016-05-09 6 months

Industrial Co., weight period completion

Ltd.; and the legal

time limit

Commitments for Share Merger Reform Yes

XI. Engagement and dismissal of CPA

Whether the semi-annual report was audited or not

□ Yes √ No

The semi-annual report was no audited.

XII. Penalty and rectification

□ Applicable √ Not applicable

The Company had no penalty or rectification in the reporting period.

XIII. Risk disclosure of delisting with laws and rules violated

□ Applicable √ Not applicable

The Company has no delisting risks with laws and rules violated in Period.

XIV. Explanation on other significant events

√ Applicable □ Not applicable

1. On 9 December and 28 December 2015, the Company convened the 6th extraordinary meeting of the 7th board

of directors and the 5th extraordinary general meeting for 2015, respectively, to consider and approve the proposal

relating to government acceptance of a land parcel with an area of 346 mu by Zhongshan Shenzhong Real Estate

Development Company (details were disclosed in the relevant announcements (No. 2015-080 and No. 2015-086)

of the Company dated 10 December and 29 December 2015 published on China Securities, Securities Times,

Hong Kong Commercial Daily and Juchao information website). However, by the disclosure of 2015 annual

report, the Company had not reached unanimous agreement with Zhongshan government in respect of the

acceptance conditions for such land of 346 mu. According to relevant provisions of financial management system,

the Company has made inventory impairment provision of RMB576, 291,300 for such land based on existing

information and progress of acceptance works. Details were disclosed in the relevant announcement (No.

2016-016) of the Company dated 1 April 2016 published on China Securities, Securities Times, Hong Kong

Commercial Daily and Juchao information website, concerning impairment provision for each asset of the

Company and its subsidiaries for 2015. During the reporting period, the Company, together with Shenzhong

35

深圳南山热电股份有限公司 2016 年半年度报告全文

Development Company , negotiated with Zhongshan Municipal People’s government and related functions.

However, due to the relatively dispute between both parties in specific acceptance price, they failed to reach

agreement on acceptance conditions. On 21 April 2016, the Company issued visiting letter to competent

authorities of Zhongshan government, requesting for negotiation for acceptance of the parcel of land of 346 mu by

Shenzhong Development Company. On 20 July, the Company issued a Referendum of Land Purchasing &

Storage on the 346 mu Lands of Shenzhong Real Estate Company to Zhongshan Municipal People’s government.

On 18 August, the Company received a Reply of Land Purchasing & Storage on the 346 mu Lands of Shenzhong

Company from Land Reserve Center of Zhongshan, the Center has a willing to negotiate with the Company in

aspect of the land reserve, and specific land reserve will determine before 30 September 2016. Up to the Report

disclosed, the Company has not yet reaches an agreement with Zhongshan Municipal People’s government on the

346 mu lands purchasing & storage

2. On 14 January 2016, the Company’s subsidiary Shennandian Dongguan Company received approval issued by

Guangdong Development and Reform Commission in relation to the fuel-gas and steam consolidated cycle power

generation project by Gaobu Natural Gas Power Plant (YFGNDH[2016]140). The approval stated that “with

reference to consideration by Guangdong Development and Reform Commission, and taking into account the

safety operation of power system and energy supply requirement of the whole province, in order to facilitate

approval procedure of this project, it is agreed to approve the fuel-gas and steam consolidated cycle power

generation project with capacity of 2×180 MW by Gaobu Natural Gas Power Plant under administration of

Shennandian Dongguan Company”. For details, please refer to the announcement (No. 2016-001) dated 16

January 2016 published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily

and Juchao information website, concerning the subsidiary Shennandian (Dongguan) Weimei Power Company

Limited’s receipt of approval in relation to the fuel-gas and steam consolidated cycle power generation project by

Gaobu Natural Gas Power Plant. During the reporting period, Shennandian Dongguan Company signed Power

Allocation Agreement with relevant grid company, and obtained power business license from the state energy

bureau, southern supervision bureau on 7 March. Two 9Emachine sets of the company have been in official

operation for power generation.

3. In order to improve relevant procedures, realize industrial upgrade, acquire power quantity and seek for

conditions benefiting for sustainable development, the Company held the 8th extraordinary meeting of the 7th

board of directors on 22 January 2016 to consider and approve the proposal relating to investment by the

subsidiary Shennandian (Zhongshan) Power Company in constructing phase I thermal network of thermal-power

combination project. Details were disclosed in the announcement (No. 2016-004) dated 23 January 2016

published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao

information website, concerning investment by the subsidiary Shennandian (Zhongshan) Power Company in

constructing phase I thermal network of thermal-power combination project. During the reporting period, it

obtained construction planning permit, completed design of construction drawing and bidding for supervision

institution. Currently, it is in the process of offering bidding for construction contractor.

4. On 28 January 2016, our subsidiary Shennandian Dongguan Company received the approval from Guangdong

Development and Reform Commission in relation to determining temporary grid price of Gaobu Power Plant

under administration of Shennandian (Dongguan) Weimei Power Company (YFGJGH[2016]379), pursuant to

which, the aforesaid temporary grid price was RMB0.745 (tax included) per kwh which would be adopted since 1

36

深圳南山热电股份有限公司 2016 年半年度报告全文

February 2016. Details were disclosed in the announcement (No. 2016-006) dated 30 January 2016 published by

the Company on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao information

website, concerning our subsidiary Shennandian (Dongguan) Weimei Power Company’s receipt of approval in

relation to determining temporary grid price of Gaobu Power Plant under administration of Shennandian

(Dongguan) Weimei Power Company.

5. The Company disclosed relevant particulars about the project-oriented technology upgrade beneficial fund in

the first quarterly report of 2016 on 27 April 2016. (Found more in the First Quarterly Report of 2016 (Notice No.:

2016-026) released on China Securities Journal, Securities Times, Hong Kong Commercial Daily and Juchao

Website) During the reporting period, the Company held several meetings to study relevant issues, to make further

verification of the project-oriented technology upgrade beneficial fund, and to appoint specified person to be

liable for implementation of the requirements by relevant authorities and documents, and it is managing to

communicate with relevant persons to facilitate serve of notice.

6. Our subsidiary Xiefu Company failed for several times to collect the outstanding payment from China Shipping

& Sinopec. In order to accelerate the trade receivables owed by China Shipping & Sinopec and thus to maintain

legal interests of Xiefu and its shareholders, Xiefu begun legal proceedings. It submitted civil complaint and other

supporting materials to the People’s Court of Huangpu district, Guangzhou on 24 February 2016, and the court

has decided to hold hearing in respect thereof. For details, please refer to the announcement (No. 2016-007) dated

1 March 2016 published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily

and Juchao information website, concerning the law suit of Shenzhen Xiefu Energy Company Limited. On 16

May, the above court held hearings for this law suit. During the reporting period, the suit was pending for final

ruling. The Company will pay close attention to progress of this law suit and perform disclosure as required.

7. Taking into consideration the audited net profit of the Company for 2014 and 2015 accounting years being

RMB-330,513,284.99 and RMB-634,623,667.06, respectively, the Company was required to suspend trading for

its shares on 1 April 2016 on which its 2015 annual report was disclosed under relevant requirements of the

Listing Rules of Shenzhen Stock Exchange. Since 5 April when resumption of trading began (2, 3 and 4 April

were legal holidays), shares of the Company were traded with warning for delisting, which meant that

abbreviation of our stock would be added *ST and the daily increase/decrease cap for trading price was subject to

5%. In case the Company continues to record loss for 2016, it may be required to delist temporarily. Investors are

hereby warned to pay attention to investment risks. For details, please refer to the announcement (No. 2016-015)

dated 1 April 2016 published by the Company on China Securities, Securities Times, Hong Kong Commercial

Daily and Juchao information website, in relation to issuance of delisting warning against the shares of the

Company.

8. In 2015, pursuant to the notice relating to increase of shareholding in the Company by its substantial

shareholders, directors, supervisors and senior management (ZJF[2015]51) issued by the CSRC, our shareholder

Guangju Industrial planned to increase shareholding in the Company with the own capital not less than

RMB25.12 million since 9 July 2015, by means of asset management through securities companies and fund

management companies, and it undertook not to decrease its shareholding within 6 months upon implementation

of this capital increase plan. For details, please refer to the announcement (No. 2015-052) dated 9 July 2016

published by the Company on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao

37

深圳南山热电股份有限公司 2016 年半年度报告全文

information website, in relation to increase of shareholding by the shareholders and chairman of the board. From

16 September 2015 to 9 May 2016, Guangju Industrial has in aggregate increased shareholding of 2,908,201

A-shares of the Company by means of asset management plan, accounting for 0.48% of the total shares of the

Company, and the amount subject this increase was approximately RMB25,127,900. The shareholding increase

plan has been completed. Upon this increase of shareholding, Guangju Industrial holds in aggregate 73,666,824

A-shares of the Company directly or through asset management account, accounting for 12.22% of the total shares

of the Company. This increase of shareholding complied with relevant laws, regulations and provisions of

Shenzhen Stock Exchange. For details, please refer to the 3rd quarterly report for 2015 (No. 2015-072) and the

announcement (No. 2016-030) relating to completion of shareholding in the Company by a shareholder dated 23

October 2015 and 10 May 2016 published by the Company on China Securities, Securities Times, Hong Kong

Commercial Daily and Juchao information website.

9. On 9 May 2016, the Company received the notice issued by Guangdong Development and Reform Commission,

Guangdong Economy and Information Commission and Guangdong Finance Bureau in relation to subsidy for fuel

gas and oil processing fee for the period from January to September 2015 (YFGJG[2016]221). According to

relevant requirement of the notice in relation to temporary collection of fuel gas and oil processing fee

(YFH[2008]31) issued by Guangdong People’s Government, it was verified that, for the period from January to

September 2015, the revenue from power generation of Zhongshan Nanlang Power Plant which our subsidiary

Shennandian Zhongshan Company belonged to was RMB0.913 per kwh, and RMB0.89 per kwh for Dongguan

Gaobu Power Plant which Shennandian Dongguan Company belonged to. Part of such power revenue generated

by the aforesaid plants was settled by Guangdong Grid Company directly with the plants by reference to the

power offered by the plants into grid and the agreed price, and the remaining part was compensated by means of

fuel gas and oil processing fee. According to the notice, Shennandian Zhongshan Company will increase revenue

of RMB6,643,200 for this period and RMB1,257,900 for Shennandian Dongguan Company. For details, please

refer to the announcement (No. 2016-031) dated 10 May 2016 published by the Company on China Securities,

Securities Times, Hong Kong Commercial Daily and Juchao information website, in relation to receipt of notice

concerning subsidy for fuel gas and oil processing fee for the period from January to September 2015.

10. In order to prepare significant issues, ensure fair information disclosure, avoid abnormal fluctuation of trading

price and maintain investors’ interests, subject to application to Shenzhen Stock Exchange, the Company began to

suspend trading of shares from the morning trading session on 31 May 2016. On the same day, the Company

published a suspending announcement due to significant issues (No. 2016-032). On 15 June 2016, the Company

issued a suspending announcement due to reorganization of material assets (No. 2016-034), confirming that the

significant issue prepared for this suspension referred to reorganization of material assets. Besides, it issued bid

invitation for potential party for reorganization to nine companies and institutions, so as to identify those parties

which were interested in participating reorganization of the Company’s material assets. Upon application, the

shares of the Company continued to be suspended for trading since the morning trading hours on 15 June 2016.

Up to the bid closing date of 4 July 2016, the Company has received three tender documents; other six units are

expressly to give up the tender by means of letter and e-mail. Ended before the Report disclosed, China Gas was

determined as the intention restructuring party and have entered the Framework Agreement of Material Assets

Reorganization, the Company will communicate and negotiate with China Gas in aspect of this material assets

reorganization. During the period of suspension, the Company performed its obligation on information disclosure

to provide an announcement indicating relevant progress at least every five business days. The information

regarding to this reorganization has been disclosed by the Company on China Securities, Securities Times, Hong

38

深圳南山热电股份有限公司 2016 年半年度报告全文

Kong Commercial Daily and Juchao information website(announcement 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 and 2016-054)

Except for the above issues, the other issues disclosed by the Company in the section of “Explanation for Other

Significant Issues” in the 2015 annual report witnesses no progress or change during this reporting period

XV. Issuance of corporate bonds

The Company has no corporate bonds that have been publicly issued and listed on the stock exchange, and not yet due or due but not

fully cashed on the approval date of annual report

39

深圳南山热电股份有限公司 2016 年半年度报告全文

Section VI. Changes in Shares and Particulars about Shareholders

I. Changes in Shares

In share

Before the Changes Increase/Decrease in the Change (+, -) After the Changes

Public

Newly

reserve- Proportio

- Bonus

Amount Proportion converte Others Subtotal Amount

issued shares n

d

shares

shares

I. Restricted shares 12,993 0.0022% 12,993 0.0022%

1. 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 for the Company or need to disclosed under requirement from security regulators

□ Applicable √ Not applicable

Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company

□ Applicable √ Not applicable

II. Number of shares and shares held

In Share

Total preference shareholders

Total common shareholders at

31,645 with voting rights recovered at N/A

period-end

end of reporting period (if

40

深圳南山热电股份有限公司 2016 年半年度报告全文

applicable)

Particulars about common shares held above 5% by shareholders or top ten common shareholders

Proportio Number of Amount of Amount of Number of share

Changes in

Nature of n of common shares restricted un-restricted pledged/frozen

Shareholders reporting

shareholder shares held at common common State of Amoun

period

held period-end shares held shares held share t

HONG KONG NAM

HOI Overseas

15.28% 92,123,248 92,123,248

(INTERNATIONAL) corporate

LTD

Shenzhen Guangju State-owned

12.22% 73,666,824 +1,215,701 73,666,824

Industrial Co., Ltd. corporate

SHENZHEN ENERGY State-owned

10.80% 65,106,130 65,106,130

(GROUP) CO., LTD. corporate

National Council for

Social Security Fund – Other 1.52% 9,159,257 9,159,257

604

Domestic

Zeng Ying nature 1.00% 6,049,070 6,049,070

person

China Merchants

Overseas

Securities (HK) Co., 0.88% 5,319,687 5,319,687

corporate

Limited

GUOTAI JUNAN

Overseas

SECURITIES(HONGK 0.81% 4,854,318 4,854,318

corporate

ONG) LIMITED

BOCI SECURITIES Overseas

0.73% 4,403,014 4,403,014

LIMITED corporate

Domestic

Zhang Heping nature 0.72% 4,351,900 4,351,900

person

Overseas

YAO XIU GUANG 0.65% 3,939,000 3,939,000

corporate

1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong Nam

Explanation on associated relationship

Hoi (International) Limited; 2. Among other social public shareholders, the Company did

among the aforesaid shareholders

not know whether there were associated relationships or belonging to consistent actors.

Particular about top ten common shareholders with un-restrict shares held

Amount of un-restrict common shares held at Type of shares

Shareholders

period-end Type Amount

41

深圳南山热电股份有限公司 2016 年半年度报告全文

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

National Council for Social Security RMB ordinary

9,159,257 9,159,257

Fund – 604 shares

Domestically

Zeng Ying 6,049,070 listed foreign 6,049,070

shares

Domestically

China Merchants Securities (HK)

5,319,687 listed foreign 5,319,687

Co., Limited

shares

GUOTAI JUNAN Domestically

SECURITIES(HONGKONG) 4,854,318 listed foreign 4,854,318

LIMITED shares

Domestically

BOCI SECURITIES LIMITED 4,403,014 listed foreign 4,403,014

shares

RMB ordinary

Zhang Heping 4,351,900 4,351,900

shares

Domestically

YAO XIU GUANG 3,939,000 listed foreign 3,939,000

shares

Expiation on associated relationship

or consistent actors within the top

1. Shenzhen Energy (Group) Co., Ltd. holds indirectly 100% equities of Hong Kong Nam Hoi

10 un-restrict common shareholders

(International) Limited; 2. Among other social public shareholders, the Company did not

and between top 10 un-restrict

know whether there were associated relationships or belonging to consistent actors.

common shareholders and top 10

common shareholders

Explanation on top ten common

shareholders involving margin N/A

business (if applicable)

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement

dealing in reporting period

√ Yes □ No

Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in

reporting period

42

深圳南山热电股份有限公司 2016 年半年度报告全文

III. Changes of controlling shareholders or actual controller

Pursuit to the definition of controlling shareholder in Rules Governing the Stock Listing, the Company has no controlling shareholder

and actual control, and there are no changes in such condition during the Period

IV. Share holding increasing plan proposed or implemented in reporting period from

shareholder of the Company and its concerted action person

√ Applicable □ Not applicable

Numbers Ratio

Numbers Ratio

Shareholder/ persons acting actually actually Initial disclosure date Disclosure date for

overweight by overweight by

in concert overweigh overweigh for overweight overweight plan closed

plan plan

t t

Shenzhen Guangju Industrial

- - 2,908,201 0.48% 2015-07-09 2016-05-10

Co., Ltd.

Other notes

Pursuant to the notice relating to increase of shareholding in the Company by its substantial shareholders, directors, supervisors and

senior management (ZJF[2015]51) issued by the CSRC, our shareholder Guangju Industrial increased shareholding in the Company

with the own capital not less than RMB25.12 million by purchasing A shares of the Company through asset management plan by

securities companies and fund management companies. From 16 September 2015 to 9 May 2016, Guangju Industrial has in aggregate

increased shareholding of 2,908,201 A-shares of the Company by means of asset management plan, accounting for 0.48% of the total

shares of the Company, and the amount subject this increase was approximately RMB25, 127,900. The shareholding increase plan

has been completed. Upon this increase of shareholding, Guangju Industrial holds in aggregate 73,666,824 A-shares of the Company

directly or through asset management account, accounting for 12.22% of the total shares of the Company. This increase of

shareholding complied with relevant laws, regulations and provisions of Shenzhen Stock Exchange. Meanwhile, the Company

performed its obligation to disclose relevant information under relevant requirement. For details, please refer to the announcement

(No. 2016-030) relating to completion of shareholding in the Company by a shareholder dated 10 May 2016 published by the

Company on China Securities, Securities Times, Hong Kong Commercial Daily and Juchao information website.

43

深圳南山热电股份有限公司 2016 年半年度报告全文

Section VII. Preferred Stock

□ Applicable √ Not applicable

The Company had no preferred stock in the reporting.

44

深圳南山热电股份有限公司 2016 年半年度报告全文

Section VIII. Directors, Supervisors and Senior Executives

I. Changes of shares held by directors, supervisors and senior executives

□ Applicable √ Not applicable

Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report

2015.

II. Resignation and dismissal of directors, supervisors and senior executives

√ Applicable □ Not applicable

Name Title Type Date Reasons

Director Elected 2016-04-25 Change of directors

Wu Guowen Executive Vice

Appointment 2016-03-30 Change of senior executives

General Manager

Director Leave office 2016-03-30 Retired

Ji Ming Executive Vice

Leave office 2016-03-30 Retired

General Manager

45

深圳南山热电股份有限公司 2016 年半年度报告全文

Section IX. Financial Report (Un-audited)

The financial report of the semi-annual report 2016 has not been audited (attached)

X. Documents Available for Reference

I. Original semi-annual Report of 2016 carried with the personnel signature of Legal Representative;

II. Accounting Statements carried with the signature and seals of the Legal Representative, General Manager and CFO;

II. Financial statement with signature and seal of Person in charge of the company (legal person), person in charge of accounting works

(General manager and chief financial officer) and person in charge of accounting organ(accountant in charge);

III. All the original Company’s documents and public notices disclosed in Securities Times, China Securities Journal and Hong Kong

Commercial Daily in the report period;

IV. Place for inspection: Secretariat of the Board of Director of the Company.

46

深圳南山热电股份有限公司 2016 年半年度报告全文

Consolidated Balance Sheet

In RMB/CNY

Liabilities and owners’

Asset 2016-6-30 2015-12-31 2016-6-30 2015-12-31

equity:

Current assets: Current liabilities:

Monetary funds 1,111,628,721.76 1,026,626,480.06 Short-term loans 1,910,804,173.08 2,385,300,000.00

Notes receivable - 1,200,000.00 Notes payable 397,664,067.79 340,000,000.00

Accounts

390,666,298.24 405,391,442.85 Accounts payable 70,931,890.75 38,014,729.22

receivable

Accounts paid in Accounts received

12,613,065.69 254,557.09 - 58,575.45

advance in advance

Interest

- - Wage payable 47,680,179.43 47,521,710.84

receivable

Dividend

- - Taxes payable 10,122,944.13 13,444,485.85

receivable

Other

45,219,808.35 30,685,319.69 Interest payable 72,230,183.46 63,142,049.81

receivables

Inventories 687,949,261.61 672,683,049.42 Dividend payable - -

Long-term debt

Other accounts

investment due - - 363,679,730.25 371,926,173.24

payable

within 1 year

Long-term liabilities

Other current assets 566,569,538.51 604,426,110.04 179,000,000.00 -

due within 1 year

Total current

Total current assets 2,814,646,694.16 2,741,266,959.15 3,052,113,168.89 3,259,407,724.41

liabilities

Non-current assets: Non-current liabilities:

Financial assets

59,315,000.00 57,315,000.00 Long-term loans 1,002,400,000.00 696,000,000.00

available for sale

Long-term

- - Accrual liabilities 27,100,000.00 27,100,000.00

account receivable

Long-term

21,437,414.94 22,520,274.78 Deferred income 46,755,614.32 48,435,206.35

equity investment

Investment Other non-current

3,096,646.71 3,194,715.51 - -

property liabilities

Total non-current

Fixed assets 1,611,857,719.89 1,667,494,083.42 1,076,255,614.32 771,535,206.35

liabilities

Construction in

9,225,042.62 8,473,276.90 Total liabilities 4,128,368,783.21 4,030,942,930.76

progress

Disposal of fixed

- - Owners’ equity:

asset

Intangible assets 52,444,689.18 53,801,475.81 Share capital 602,762,596.00 602,762,596.00

Long-term

Capital public

expenses to be - - 362,770,922.10 362,758,554.21

reserve

apportioned

Deferred income Other

2,905,768.69 2,905,768.69 - -

tax asset comprehensive income

Other Surplus public

22,882,181.78 22,882,181.78 332,908,397.60 332,908,397.60

non-current asset reserve

Total non-current

1,783,164,463.81 1,838,586,776.89 Retained profit -718,877,594.48 -662,422,848.24

asset

47

深圳南山热电股份有限公司 2016 年半年度报告全文

Total owner’s

equity attributable to 579,564,321.22 636,006,699.57

parent Company

Minority interests -110,121,946.46 -87,095,894.29

Total shareholders’

469,442,374.76 548,910,805.28

equity

Total liabilities and

Total assets 4,597,811,157.97 4,579,853,736.04 4,597,811,157.97 4,579,853,736.04

shareholders’ equity

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

Balance sheet of parent company

In RMB/CNY

Liabilities and owners’

Asset 2016-6-30 2015-12-31 2016-6-30 2015-12-31

equity:

Current assets: Current liabilities:

Monetary funds 630,192,080.91 685,708,711.65 Short-term loans 1,444,000,000.00 2,024,000,000.00

Notes receivable - - Notes payable 370,259,698.61 340,000,000.00

Accounts

244,873,310.69 309,114,888.65 Accounts payable 40,901,129.67 24,793,826.11

receivable

Accounts paid Accounts received

328,236.20 215,431.80 - -

in advance in advance

Interest

- - Wage payable 22,867,340.62 25,958,401.01

receivable

Dividend

79,495,331.17 79,495,331.17 Taxes payable 2,699,709.84 2,488,252.98

receivable

Other

1,250,614,881.95 1,260,619,190.09 Interest payable 3,269,651.39 4,072,366.54

receivables

Inventories 72,823,135.67 73,381,539.62 Dividend payable - -

Long-term debt

Other accounts

investment due - - 168,341,174.38 167,136,669.31

payable

within 1 year

Non current

Other current assets 446,564,949.85 460,714,889.70 liabilities due within one 73,000,000.00 -

year

Total current

Total current assets 2,724,891,926.44 2,869,249,982.68 2,125,338,704.51 2,588,449,515.95

liabilities

Non-current assets: Non-current liabilities:

Financial assets

59,315,000.00 57,315,000.00 Long-term loans 607,000,000.00 250,000,000.00

available for sale

Long-term

691,982,849.76 691,982,849.76 Deferred income 27,376,824.93 28,425,205.59

equity investment

Investment Other non-current

- - - -

property liabilities

Total non-current

Fixed assets 235,682,685.23 240,657,379.95 634,376,824.93 278,425,205.59

liabilities

Construction in

893,783.25 744,725.65 Total liabilities 2,759,715,529.44 2,866,874,721.54

progress

Disposal of fixed - - Owners’ equity:

48

深圳南山热电股份有限公司 2016 年半年度报告全文

asset

Intangible assets 4,749,332.75 5,469,452.93 Share capital 602,762,596.00 602,762,596.00

Long-term

Capital public

expenses to be - - 288,869,612.11 288,857,244.22

reserve

apportioned

Deferred Other

- - - -

income tax asset comprehensive income

Other Surplus public

- - 332,908,397.60 332,908,397.60

non-current asset reserve

Total non-current

992,623,650.99 996,169,408.29 Retained profit -266,740,557.72 -225,983,568.39

asset

Total shareholders’

957,800,047.99 998,544,669.43

equity

Total liabilities and

Total assets 3,717,515,577.43 3,865,419,390.97 3,717,515,577.43 3,865,419,390.97

shareholders’ equity

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

Consolidated Profit Statement

In RMB/CNY

Item Jan-Jun 2016 Jan-Jun 2015

I. Total operation income 697,688,267.08 650,557,237.18

Including: operation income 697,688,267.08 650,557,237.18

II. Total operation cost 786,599,259.71 911,655,231.49

Including: operation cost 639,919,822.75 746,907,771.86

Operation tax and surcharge 3,100,286.05 3,501,579.02

Sales expense 2,453,390.26 2,183,711.61

Management expense 44,677,104.53 43,210,635.07

Financial expense 96,448,656.12 115,851,533.93

Loss of assets impairment - -

Add: Changing income of fair value(Loss is

- -

listed with “-”)

Investment income (Loss is listed with “-”) -1,082,859.84 -883,344.35

Including: Investment income on affiliated

- -

company and joint venture

III. Operating profit (Loss is listed with “-”) -89,993,852.47 -261,981,338.66

Add: Non-operating income 11,821,340.67 133,689,250.30

Including: Disposal gains of non-current

- 36,000.00

asset

Less: Non-operating expense 223,276.08 28,760.53

Including: Disposal loss of non-current

203,276.08 18,676.42

asset

49

深圳南山热电股份有限公司 2016 年半年度报告全文

IV. Total Profit (Loss is listed with “-”) -78,395,787.88 -128,320,848.89

Less: Income tax expense 1,085,010.53 488,647.17

V. Net profit (Net loss is listed with “-”) -79,480,798.41 -128,809,496.06

Net profit attributable to owner’s of parent

-56,454,746.24 -102,546,073.06

company

Minority shareholders’ gains and losses -23,026,052.17 -26,263,423.00

VI. Net after-tax of other comprehensive income - -

VII. Total comprehensive income -79,480,798.41 -128,809,496.06

Total comprehensive income attributable to

-56,454,746.24 -102,546,073.06

owners of parent Company

Total comprehensive income attributable to

-23,026,052.17 -26,263,423.00

minority shareholders

VIII. Earnings per share: - -

(i) Basic earnings per share -0.09 -0.17

(ii) Diluted earnings per share Not applicable Not applicable

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

Profit statement of parent company

In RMB/CNY

Item Jan-Jun 2016 Jan-Jun 2015

I. Operation income 157,986,763.09 182,088,549.77

Less: Operation cost 166,953,311.54 217,358,344.02

Operation tax and surcharge 2,292,405.28 2,959,810.77

Sales expense - -

Management expense 10,141,654.95 24,707,310.79

Financial expense 20,469,396.42 27,775,396.75

Loss of assets impairment - -

Add: Changing income of fair value(Loss

- -

is listed with “-”)

Investment income (Loss is listed with

- -

“-”)

Including: Investment income on

- -

affiliated company and joint venture

II. Operating profit (Loss is listed with “-”) -41,870,005.10 -90,712,312.56

Add: Non-operating income 1,307,580.66 89,225,899.66

Including: Disposal gains of

- -

non-current asset

Less: Non-operating expense 194,564.89 -

Including: Disposal loss of 194,564.88 -

50

深圳南山热电股份有限公司 2016 年半年度报告全文

non-current asset

III. Total Profit (Loss is listed with “-”) -40,756,989.33 -1,486,412.90

Less: Income tax expense - -

IV. Net profit (Net loss is listed with “-”) -40,756,989.33 -1,486,412.90

V. Other comprehensive income

VI. Total comprehensive income -40,756,989.33 -1,486,412.90

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

Consolidated Cash Flow Statement

In RMB/CNY

Item Jan-Jun 2016 Jan-Jun 2015

I. Cash flows arising from operating activities:

Cash received from selling commodities and providing labor services 695,513,877.94 635,241,959.31

Write-back of tax received 1,743,744.64 -

Other cash received concerning operating activities 160,068,046.28 416,649,345.72

Subtotal of cash inflow arising from operating activities 857,325,668.86 1,051,891,305.03

Cash paid for purchasing commodities and receiving labor service 555,303,978.14 622,618,355.79

Cash paid to/for staff and workers 61,305,844.68 67,601,183.05

Taxes paid 30,835,131.42 10,935,597.84

Other cash paid concerning operating activities 26,200,439.29 31,880,869.16

Subtotal of cash outflow arising from operating activities 673,645,393.53 733,036,005.84

Net cash flows arising from operating activities 183,680,275.33 318,855,299.19

II. Cash flows arising from investing activities:

Cash received from recovering investment - -

Cash received from investment income - -

Net cash received from disposal of fixed, intangible and other

- 1,134.00

long-term assets

Subtotal of cash inflow from investing activities - 1,134.00

Cash paid for purchasing fixed, intangible and other long-term assets 8,793,452.51 11,334,071.87

Cash paid for investment 2,000,000.00 -

Net cash received from subsidiaries and other units paid - -

Other cash paid concerning investing activities - -

Subtotal of cash outflow from investing activities 10,793,452.51 11,334,071.87

Net cash flows arising from investing activities -10,793,452.51 -11,332,937.87

III. Cash flows arising from financing activities

Cash received from absorbing investment - -

Cash received from loans 1,280,654,173.08 1,953,510,000.00

Other cash received concerning financing activities 5,300,000.00 -

51

深圳南山热电股份有限公司 2016 年半年度报告全文

Subtotal of cash inflow from financing activities 1,285,954,173.08 1,953,510,000.00

Cash paid for settling debts 1,269,750,000.00 1,859,000,000.00

Cash paid for dividend and profit distributing or interest paying 98,901,671.12 110,530,069.86

Other cash paid concerning financing activities 11,309,958.60 -

Subtotal of cash outflow from financing activities 1,379,961,629.72 1,969,530,069.86

Net cash flows arising from financing activities -94,007,456.64 -16,020,069.86

IV. Influence on cash due to fluctuation in exchange rate 112,916.92 -7,142.36

V. Net increase of cash and cash equivalents 78,992,283.10 291,495,149.10

Add: Balance of cash and cash equivalents at the period -begin 1,016,326,480.06 568,494,957.02

VI. Balance of cash and cash equivalents at the period -end 1,095,318,763.16 859,990,106.12

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

Cash flow statement of parent company

In RMB/CNY

Item Jan-Jun 2016 Jan-Jun 2015

I. Cash flows arising from operating activities:

Cash received from selling commodities and providing labor services 342,239,636.46 166,247,138.21

Write-back of tax received - -

Other cash received concerning operating activities 151,825,184.86 544,519,386.74

Subtotal of cash inflow arising from operating activities 494,064,821.32 710,766,524.95

Cash paid for purchasing commodities and receiving labor service 174,513,170.41 187,901,365.88

Cash paid to/for staff and workers 36,039,930.28 41,440,816.51

Taxes paid 8,352,022.41 6,082,353.51

Other cash paid concerning operating activities 107,008,226.49 253,855,525.27

Subtotal of cash outflow arising from operating activities 325,913,349.59 489,280,061.17

Net cash flows arising from operating activities 168,151,471.73 221,486,463.78

II. Cash flows arising from investing activities:

Net cash received from disposal of fixed, intangible and other

- -

long-term assets

Subtotal of cash inflow from investing activities - -

Cash paid for purchasing fixed, intangible and other long-term assets 240,505.60 389,316.98

Cash paid for investment 2,000,000.00 -

Net cash received from subsidiaries and other units obtained - -

Other cash paid concerning investing activities - -

Subtotal of cash outflow from investing activities 2,240,505.60 389,316.98

Net cash flows arising from investing activities -2,240,505.60 -389,316.98

III. Cash flows arising from financing activities

Cash received from absorbing investment - -

Cash received from loans 1,020,000,000.00 1,470,000,000.00

Other cash received concerning financing activities 5,300,000.00 -

52

深圳南山热电股份有限公司 2016 年半年度报告全文

Subtotal of cash inflow from financing activities 1,025,300,000.00 1,470,000,000.00

Cash paid for settling debts 1,170,000,000.00 1,389,000,000.00

Cash paid for dividend and profit distributing or interest paying 71,429,240.83 78,180,586.79

Other cash paid concerning financing activities - -

Subtotal of cash outflow from financing activities 1,241,429,240.83 1,467,180,586.79

Net cash flows arising from financing activities -216,129,240.83 2,819,413.21

IV. Influence on cash due to fluctuation in exchange rate 1,643.96 -620.31

V. Net increase of cash and cash equivalents -50,216,630.74 223,915,939.70

Add: Balance of cash and cash equivalents at the period -begin 675,408,711.65 332,803,493.04

VI. Balance of cash and cash equivalents at the period -end 625,192,080.91 556,719,432.74

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

53

深圳南山热电股份有限公司 2016 年半年度报告全文

Consolidated Statement on Changes of Owners’ Equity

In RMB/CNY

Amount in Jan-Jun 2015 Amount in 2015

Equity attributable to Shareholder of parent company Total Equity attributable to Shareholder of parent company

Item Minority’s Minority’s Total owners’

Share Capital Surplus Retained owners’ Share Capital Surplus Retained

equity equity equity

capital reserve reserves profit equity capital reserve reserves profit

I. Balance

at the end 602,762,59 362,758,55 332,908,39 -662,422,84 -87,095,894. 548,910,80 602,762,59 362,670,44 332,908,39 -27,799,181. 107,604,935 1,378,147,19

of the last 6.00 4.21 7.60 8.24 29 5.28 6.00 2.46 7.60 18 .67 0.55

year

Add:

Changes of

- - - - - - - - - - - -

accounting

policy

II. Balance

at the 602,762,59 362,758,55 332,908,39 -662,422,84 -87,095,894. 548,910,80 602,762,59 362,670,44 332,908,39 -27,799,181. 107,604,935 1,378,147,19

beginning 6.00 4.21 7.60 8.24 29 5.28 6.00 2.46 7.60 18 .67 0.55

of this year

III.

Increase/ -56,454,746. -23,026,052. -79,468,430 -634,623,66 -194,700,82 -829,236,385

- 12,367.89 - - 88,111.75 -

Decrease in 24 17 .52 7.06 9.96 .27

this year

(i) Total

comprehen -56,454,746. -23,026,052. -79,480,798 -634,623,66 -194,700,82 -829,324,497

- - - - - -

sive 24 17 .41 7.06 9.96 .02

income

(ii)

- - - - - - - - - - - -

Owners’

54

深圳南山热电股份有限公司 2016 年半年度报告全文

devoted

and

decreased

capital

1.

Owners’

- - - - - - - - - - - -

devoted

and capital

2. Other - - - - - - - - - - - -

(III) Profit

- - - - - - - - - - - -

distribution

1.

Withdrawal

- - - - - - - - - - - -

of surplus

reserves

2.

Distributio

n for

- - - - - - - - - -

owners (or

shareholder

s)

3. Other - - - - - - - - - - - -

(IV)

Carrying

forward

- - - - - - - - - - - -

internal

owners’

equity

(V)Other - 12,367.89 - - - 12,367.89 - 88,111.75 - - - 88,111.75

IV. Balance 602,762,59 362,770,92 332,908,39 -718,877,59 -110,121,94 469,442,37 602,762,59 362,758,55 332,908,39 -662,422,84 -87,095,894. 548,910,805.

at the end 6.00 2.10 7.60 4.48 6.46 4.76 6.00 4.21 7.60 8.24 29 28

55

深圳南山热电股份有限公司 2016 年半年度报告全文

of the

Period

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

56

深圳南山热电股份有限公司 2016 年半年度报告全文

Statement on Changes of Owners’ Equity of Parent Company

In RMB/CNY

Amount in Jan-Jun 2016 Amount in 2015

Item

Capital Surplus Total owners’ Capital Surplus Retained Total owners’

Share capital Retained profit Share capital

reserve reserves equity reserve reserves profit equity

I. Balance at the end of 602,762,596.0 288,857,244.2 332,908,397.6 -225,983,568.3 288,769,132.4 332,908,397.6 367,087,691.5 1,591,527,817.5

998,544,669.43 602,762,596.00

the last year 0 2 0 9 7 0 1 8

Add: Changes of

- - - - - - - - - -

accounting policy

II. Balance at the 602,762,596.0 288,857,244.2 332,908,397.6 -225,983,568.3 288,769,132.4 332,908,397.6 367,087,691.5 1,591,527,817.5

998,544,669.43 602,762,596.00

beginning of this year 0 2 0 9 7 0 1 8

III. Increase/ Decrease -593,071,259.

- 12,367.89 - -40,756,989.33 -40,744,621.44 - 88,111.75 - -592,983,148.15

in this year 90

(i) Total -593,071,259.

- - - -40,756,989.33 -40,756,989.33 - - - -593,071,259.90

comprehensive income 90

(ii) Owners’ devoted

- - - - - - - - - -

and decreased capital

1. Owners’ devoted

- - - - - - - - - -

and capital

2. Other - - - - - - - - - -

(III) Profit distribution - - - - - - - - - -

1. Withdrawal of

- - - - - - - - - -

surplus reserves

2. Other - - - - - - - - - -

(IV) Carrying forward

- - - - - - - - - -

internal owners’ equity

1. Capital reserves

conversed to share - - - - - - - - - -

capital)

2. Surplus reserves

conversed to share - - - - - - - - - -

capital

(V)Other - 12,367.89 - - 12,367.89 - 88,111.75 - - 88,111.75

57

深圳南山热电股份有限公司 2016 年半年度报告全文

IV. Balance at the end 602,762,596.0 288,869,612.1 332,908,397.6 -266,740,557.7 288,857,244.2 332,908,397.6 -225,983,568.

957,800,047.99 602,762,596.00 998,544,669.43

of the year 0 1 0 2 2 0 39

Person in charge of the Company: CFO: Person in charge of Financial Department:

Re-check: Tabulator:

58

深圳南山热电股份有限公司 2016 年半年度报告全文

Shenzhen Nanshan Power Co., Ltd.

Notes to financial statement semi-annual 2016

I. Company Profile

Shenzhen Nanshan Power Co., Ltd (hereinafter called as “Company”) was reorganized to be a joint-stock enterprise from a foreign

investment enterprise on 25 November 1993, upon the approval of General Office of Shenzhen Municipal Government with Document Shen

Fu Ban Fu [1993] No.897.

After approved by Document Shen Zhu Ban Fu [1993] No.897 issued by Shenzhen Securities Regulatory Office, on 3 January 1994, the

Company offered 40,000,000 RMB common shares and 37,000,000 domestically listed foreign shares in and out of China. And the RMB

common shares (A-stock) and domestically listed foreign listed shares (B-stock) were listed in Shenzhen Securities Exchange successively

on July 1, 1994 and Nov. 28, 1994.

Headquarter of the Company located in Shenzhen Guangdong Province.

The financial statement was approved and decided by the Broad of the Company on 19 August 2016.

Totally 11 subsidiaries included in consolidate scope for year of 2016, the consolidated scope of the company in this year has not changed

compared with the last year. Found more in Note 8.-“equity in other body”.

The Company together with its subsidiaries (hereafter referred as the Company) is mainly engaged in businesses as production of power and

heat, plant constructional, oil trader, property developmental, construction technology consultation and sludge drying.

II.Preparation basis of Financial Statements

1. Basis of preparation

The Group’s financial statements have been prepared based on the going concern assumption. The financial statements have been prepared

based on actual transactions and events, in accordance with the Accounting Standards for Business Enterprises- Basic Norms(Ministry of

Finance Order No.33 Issued, Ministry of Finance Order No.76 Revised) promulgated by the Ministry of Finance of PRC on 15 February

2006 and 41 specific accounting standards, the subsequently promulgated application guidelines of the Accounting Standards for Business

Enterprises, interpretations and other related rules of the Accounting Standards for Business Enterprises (hereinafter referred to as “ASBEs”),

and the disclosure requirements of the “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No.

15- General Requirements for Financial Reports” (revised in 2010) of China Securities Regulatory Commission.

The Group’s financial statements have been prepared on an accrual basis in accordance with the ASBEs. Except for certain financial

instruments, the financial statements are prepared under the historical cost convention. In the event that depreciation of assets occurs, a

provision for impairment is made accordingly in accordance with the relevant regulations.

III. Declaration of obedience to corporate accounting principles

The Financial Statements are up to requirements of corporate accounting principles, and also a true and thorough reflection to the Group

together with its financial information as financial position on 30th June 2016, and the Company together with its operation results, and

cash flow for the semi-annual of 2016. In addition, the financial statements of the Group also comply with, in all material respects, the

disclosure requirements of the “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No.

15--General Requirements for Financial Reports” revised by the China Securities Regulatory Commission in 2014 and the notes thereto.

IV. The main accounting policies and accounting estimates

- 59 -

深圳南山热电股份有限公司 2016 年半年度报告全文

The Company and its subsidiaries are mainly engaged in power and thermal generation, construction of power plant, fuel trading, property

development, engineering technology consultancy and sludge desiccation operation. According to the actual production and operation

characteristics, the Company and its subsidiaries establish certain specific accounting policies and accounting estimates in respect of their

transactions and matters such as sales revenue recognition pursuant to relevant business accounting principles. Details are set out in Note 25

Description of revenue items under section IV. For explanation on material accounting judgment and estimate issued by the management,

please refer to note 31 Material accounting judgment and estimate under section IV.

1. Accounting period

Accounting period of the Group divide into annual and medium-term, and the medium-term is the reporting period that shorter than one

completed accounting year. The Group’s accounting year is Gregorian calendar year, namely from 1st January to 31st December.

2. Operating cycle

Normal operating cycle refers to the period from purchase of assets used for processing to realization of cash or cash equivalents. Our

operation cycle is 12 months which is also serving as the standard for current or non- current assets and liabilities.

3.Bookkeeping standard currency

RMB is the currency in the Group’s main business economic environment and the bookkeeping standard one, which is adopted in

preparation of the financial statements.

4. Accounting treatment on enterprise combine under the same control and under the different control

Enterprise combination refers to a trading or event that two or over two independent enterprise/s combined to one reporting body. The

combination was divided into enterprise consolidation under the same control and the one not under the same control.

(1) Consolidation of enterprises under the same control

The enterprises involved in the consolidation are all under the final control of one party or parties and the control is not temporary. That is

the corporate consolidation under the common control. For a business combination involving enterprises under common control, the party

that, on the combination date, obtains control of another enterprise participating in the combination is the absorbing party, while that other

enterprise participating in the combination is a party being absorbed. The combination date is the date on which one combining enterprise

effectively obtains control of the other combining enterprises.

Assets and liabilities obtained by the absorbing party are measured at their carrying amount at the combination date as recorded by the party

being merged. The difference between the carrying amount of the net assets obtained and the carrying amount of the consideration paid for

the combination (or the aggregate nominal value of shares issued as consideration) is charged to the capital reserve (share capital premium).

If the capital reserve (share capital premium) is not sufficient to absorb the difference, any excess shall be adjusted against retained earnings.

Cost incurred by the absorbing party that is directly attributable to the business combination shall be charged to profit or loss in the period in

which they are incurred.

(2) Consolidation of enterprises not under the same control

The enterprises involved in the consolidation are ones not under the same final control of the common party or parties before and after the

consolidation. That is the corporate consolidation under the different control. For a business combination not involving enterprises under

common control, the party that, on the acquisition date, obtains control of another enterprise participating in the combination is the acquirer,

while that other enterprise participating in the combination is the acquiree. The acquisition date is the date on which the acquirer effectively

obtains control of the acquiree.

For business combination involving entities not under common control, the cost of a business combination is the aggregate of the fair values,

on the date of acquisition, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer to be paid by the

acquirer, in exchange for control of the acquire plus agency fee such as audit, legal service and evaluation consultation and other

management fees charged to the profit or loss for the period when incurred. As equity or bond securities are issued by the acquirer as

consideration, any attributable transaction cost is included in their initial costs. Involved or contingent consideration charged to the

combination cost according to its fair value on the date of acquisition, the combined goodwill would be adjusted if new or additional

evidence existed about the condition on the date of acquisition within twelve months after the acquisition date, which is required to adjust

the contingent consideration. The combination cost incurred by the acquirer and the identifiable net assets acquired from the combination are

measured at their fair values. Where the cost of a business combination exceeds the acquirer’s interest in the fair value of the acquiree’s

- 60 -

深圳南山热电股份有限公司 2016 年半年度报告全文

identifiable net assets on the acquisition date, the difference is recognized as goodwill. Where the cost of a business combination is less than

the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the acquirer shall first reassess the measurement of the fair

value of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of combination. If after such

reassessment the cost of combination is still less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the

difference is charged to profit or loss for the period.

Where the acquiree’s deductible temporary difference acquired by the acquirer is not yet recognized as it does not satisfy the recognition

conditions of the deferred income tax assets on the acquisition date, but new or additional information proves that the relevant circumstances

have already existed on the acquisition date within twelve months after the acquisition date, which estimates that the economic benefits

incurred from the deductible temporary difference at the acquisition date of acquirer can be realized, then the relevant deferred income tax

assets will be recognized, and the goodwill will be reduced at the same time, if the goodwill is not sufficient to be absorbed, any excess shall

be recognized in the profit or loss for the period. Except as disclosed above, the deferred income tax assets related to the business

combination are charged to the profit or loss for the period.

For a business combination not under common control is finished by a stage-up approach with several transactions, these several transactions

will be judged whether they fall within “transactions in a basket” in accordance with the judgment standards on “transactions in a basket” as

set out in the Notice of the Ministry of Finance on Issuing Accounting Standards for Business Enterprises Interpretation No. 5 (Cai Kuai

[2012] No. 19) and Article 51 of the “Accounting Standards for Business Enterprise No.33- Consolidated Financial Statement” (see Note IV.

5(2)). If they fall within “transactions in a basket”, they are accounted for with reference to the descriptions as set out in the previous

paragraphs of this section and Note IV. 13 “Long-term equity investments”, and if they do not fall within “transactions in a basket”, they are

accounted for in separate financial statements and consolidated financial statements:

In separate financial statement, the sum between carrying value of the equity investment prior to acquisition date and cost of additional

investment made on the acquisition date is deemed to be the initial investment cost of this investment. Other comprehensive income

recognized for equity investment held prior to combination date under equity method shall be accounted for when the Company disposes of

this investment on the same basis as the investee directly disposes of relevant assets or liabilities, which means that other than the changes

arising from re-measuring the acquiree’s net liabilities or net assets under defined benefit plan under equity method, it shall be included in

investment income of the current period.

In consolidated financial report, for equity of bought party held before purchasing, re-measured by fair value on purchased date, and the

difference of fair value and its book value should reckoned into current investment income; Other comprehensive income recognized for

equity investment held prior to combination date under equity method shall be accounted for when the Company disposes of this investment

on the same basis as the investee directly disposes of relevant assets or liabilities, which means that other than the changes arising from

re-measuring the acquiree’s net liabilities or net assets under defined benefit plan under equity method, it shall be included in investment

income of the current period dated purchasing day.

5. Preparation methods for corporate consolidated statements

(1) Determining principle for consolidated financial report scope

The scope is determined on the basis of control. Control refers to the Company possess rights over the investee party, and enjoyed variable

return through participate in the relevant activities of the investee party, and the Company has ability to impact the amount of returns by

using the rights over investee party. The consolidated scope includes the Group and all the subsidiaries. Subsidiary is referring to the

enterprise or the subject controlled by the Company.

Once change of relevant facts and conditions results in change to relevant factors involved in the above definition, the Company will make

further assessment.

(2) Preparation methods for corporate consolidated statements

- 61 -

深圳南山热电股份有限公司 2016 年半年度报告全文

Subsidiaries are consolidated from the date on which the Group obtains net assets and the effective control of decision making of production

and operation are deconsolidated from the date that such control ceases. For disposal of subsidiaries, the operating results and cash flows of

such subsidiaries before the date of disposal are properly included in the consolidated income statement and consolidated cash flow

statements; for disposal of subsidiaries during the reporting period, no adjustment shall be made to the opening balance of the consolidated

balance sheet. For those subsidiaries acquired through business combination not under common control, the operating results and cash flows

after the acquisition date have been properly included in the consolidated income statements and consolidated cash flow statements. No

adjustments shall be made to the opening balance and the comparative figures of the consolidated financial statements. For those subsidiaries

acquired through business combination under common control and acquiree absorbed through combination, the operating results and cash

flows from the beginning of the consolidation period to the consolidation date are also presented in the consolidated income statement and

the consolidated cash flow statements. The comparative figures presented in the consolidated financial statements are also adjusted

accordingly.

The financial statements of the subsidiaries are adjusted in accordance with the accounting policies and accounting period of the Company in

the preparation of the consolidated financial statements, where the accounting policies and the accounting periods are inconsistent between

the Company and the subsidiaries. For subsidiaries acquired from business combination not under common control, the financial statements

of the subsidiaries will be adjusted according to the fair value of the identifiable net assets at the acquisition date.

All intra-group significant balances, transactions and unrealized profit are eliminated in the consolidated financial statements.

As for the subsidiary’s shareholders’ equity and the parts that does not owned the Group in current net gains/losses, listed out independently

as minority shareholders’ equity and minority shareholders gains/losses in item of shareholders’ equity and net profit contained in

consolidated financial statement separately. The amount attributable to minority shareholders’ equity of current net loss/gains of subsidiaries

is listed in the net profit item of consolidated profit as minority shareholders’ equity. When the share of losses attributable to the minor

shareholders has exceeded their shares in the owners’ equity at the beginning of term attributable to minority shareholders in the subsidiary,

the balance shall offset the minor shareholders’ equity.

For control rights loss in original subsidiary for partial equity investment disposal or other reasons, the remained equity should re-measured

based on the fair value at date of control losses. The difference between the net assets of original subsidiary share by proportion held that

sustainable calculated since purchased date and sum of consideration obtained by equity disposal and fair value of remain equity, reckoned

into the current investment income of control rights loss. Other comprehensive income relating to equity investment in original subsidiary

shall be accounted for, upon lost of control, under the same basis as the acquiree would otherwise adopt when relevant assets or liabilities are

disposed directly by the acquiree, which means that other than the changes arising from re-measuring the original subsidiary’s net liabilities

or net assets under defined benefit plan, it shall be included in investment income of the current period. The remaining equity interests are

measured subsequently according to “Accounting Standard for Business Enterprises No. 2 – Long-term Equity Investments” or “Accounting

Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments”. See Note IV.13 “Long-term equity

investments” or Note IV.9 “Financial instruments” for details.

When the Company disposes of equity investment in a subsidiary by a stage-up approach with several transactions until the control over the

subsidiary is lost, it shall determine whether these several transactions related to the disposal of equity investment in a subsidiary until the

control over the subsidiary is lost fall within “transactions in a basket”. Usually, these several transactions related to the disposal of equity

investment in a subsidiary are accounted for as transactions in a basket when the terms, conditions and economic impacts of these several

transactions meet the following one or more conditions: ① these transactions are entered into at the same time or after considering their

impacts on each other; ② these transactions as a whole can reach complete business results; ③ the occurrence of a transaction depends on at

least the occurrence of an other transaction; ④ an individual transaction is not deemed as economic, but is deemed as economic when

considered with other transactions. If they are not transactions in a basket, each of which are accounted for in accordance with applicable

rules in “partial disposal of long-term equity investment of a subsidiary without losing control over a subsidiary” (see Note IV. 13 (2) ④)

separately, and “the control over a subsidiary is lost due to partial disposal of equity investment or other reasons” (see the preceding

paragraph). When several transactions related to the disposal of equity investment in a subsidiary until the control over the subsidiary is lost

fall within transactions in a basket, each of which is accounted for as disposal of a subsidiary with a transaction until the control over a

subsidiary is lost; however, the different between the amount of disposal prior to the loss of control and the net assets of a subsidiary

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attributable to the disposal investment shall be recognized as other comprehensive income in consolidated financial statements and

transferred to profit or loss for the period at the time when the control is lost.

6. Classification of joint arrangement and accounting treatment on conduct joint operation

Joint arrangement refers to such arrangement as jointly controlled by two or more participators. The Company classifies joint arrangement

into joint operation and joint venture according to the rights it is entitled to and obligations it assumes. Under joint operation, the Company

is entitled to relevant assets under the arrangement and assumes relevant liabilities under the arrangement. Joint venture refers to such joint

arrangement under which the Company is only entitled to the net assets of the arrangement.

Equity method is adopted for investment in joint ventures, and it is accounted for under the accounting policies set out in note 13(2) ② “long

term equity investment under equity method” under section IV.

As a joint party under joint operation, the Company recognizes the assets and liabilities it separately holds and assumes, the assets and

liabilities it jointly holds and assumes under the proportion, the revenue from disposal of the output which the Company is entitled to under

the proportion, the revenue from disposal of the output under the proportion and the separately occurred expenses as well as expenses

occurred for joint operations under its proportion.

For injection to or disposal of assets of joint operations (other than those assets constituting business operation) or for purchase of assets

from joint operations, gain or loss arising from the transaction is only recognized to the extent it is attributable to other parties to the joint

operation before the joint operation is sold to any third party. In case that assets occur asset impairment loss under Business Accounting

Principle No.8-Assets Impairment, the Company recognizes this loss in full in connection with injection to or disposal of assets of joint

operations, and recognizes this loss based on the proportion in connection with purchase of assets from joint operations.

7. Determination criteria of cash and cash equivalent

Cash and cash equivalents of the Group include cash on hand, deposits readily available for payment purpose and short-term (normally fall

due within three months from the date of acquisition) and highly liquid investments held the Group which are readily convertible into known

amounts of cash and which are subject to insignificant risk of value change.

8. Foreign currency business and foreign currency statement translation

(1) Foreign currency business translation

Foreign currency transactions are translated into the Company’s functional currency at the spot rate on transaction date (generally refers to

the middle rate of prevailing foreign exchange rate released by the PBOC) when the transactions are initially measured. However, foreign

currency exchange business or transaction involving foreign currency exchange occurred by the Company are translated into functional

currency at the effective exchange rate adopted.

(2) Translation of foreign currency monetary items and foreign currency non-monetary items

On balance sheet date, foreign currency monetary items are translated at the spot rate as of balance sheet date, and the exchange difference

shall be included in current period gains and losses, except①exchange difference arising from foreign currency special borrowings relating

to purchasing assets satisfying capitalization conditions is stated under capitalization principle of borrowing expenses; ②exchange

difference arising from hedge instruments used as effective hedging of net investment in overseas operation (such difference shall be

included in other comprehensive income and recognized as current period gains and losses when the net investment is disposed); and

③exchange difference arising from change of carrying balance of available for sale foreign currency monetary items other than amortized

cost is included in other comprehensive income.

When preparing consolidated financial statement involving overseas operation, in case there is foreign currency monetary items which

substantially constitute net investment in overseas operation, the exchange difference arising from exchange rate fluctuation shall be

included in other comprehensive income; and shall transfer to gains and losses from disposal for the current period when the overseas

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operation is disposed of.

Non-monetary items measured in historical cost are still measured by sum on the bookkeeping standard currency at the current exchange rate.

The items measured by the fair value are converted at the current rate on the fair value recognition day. The difference is dealt as the fair

value change and reckoned into the current loss/gain or recognized as the other consolidated income and reckoned into the reserve.

(3) Translation of foreign currency financial statement

When preparing consolidated financial statement involving overseas operation, in case there is foreign currency monetary items which

substantially constitute net investment in overseas operation, the exchange difference arising from exchange rate fluctuation shall be

included in other comprehensive income as “translation difference of foreign currency statement”; and shall transfer to gains and losses from

disposal for the current period when the overseas operation is disposed of.

Foreign currency financial statement for overseas operation is translated into RMB statement by the following means: assets and liabilities in

balance sheet are translated at the spot rate as of balance sheet date; owner’s equity items (other than undistributed profit) are translated at

the spot rate prevailing on the date of occurrence. Income and expense items in profit statement are translated at the spot rate prevailing on

the date of transactions. Beginning undistributed profit represents the translated ending undistributed profit of previous year; ending

undistributed profit is allocated and stated as several items upon translation. Upon translation, difference between assets, liabilities and

shareholders’ equity items shall be recorded as foreign currency financial statement translation difference and recognized as other

comprehensive income. In case of disposal of overseas operation where control is lost, foreign currency financial statement translation

difference relating to the overseas operation as stated under shareholders’ equity in balance sheet shall be transferred to current gains and

losses of disposal in full or under the proportion it disposes.

Foreign currency cash flow and cash flow of overseas subsidiary are translated at the spot rate prevailing on the date of occurrence of cash

flow. Influence over cash from exchange rate fluctuation is taken as adjustment items to separately stated in cash flow statement.

The beginning figure and previous year actual figures are stated at the translated figures in previous year financial statement.

If the Company loses control over overseas operation due to disposal of all the owners’ equity or part equity investment in the overseas

operation or other reasons, foreign currency financial statement translation difference relating to the overseas operation attributable to

owners’ equity of parent company as stated under shareholders’ equity in balance sheet shall be transferred to current gains and losses of

disposal in full.

If the Company reduces equity proportion while not loses control over overseas operation due to disposal of part equity investment in the

overseas operation or other reasons, foreign currency financial statement translation difference relating to the disposed part will be vested to

minority interests and will not transfer to current gains and losses. When disposing part equity interests of overseas operation which is

associate or joint venture, foreign currency financial statement translation difference relating to the overseas operation shall transfer to

current disposal gains and losses according to the disposed proportion.

9. Financial instruments

Financial asset or financial liability is recognized when the Company becomes a party to financial instrument contract. Financial assets and

liabilities are initially measured at fair value. For financial assets and liabilities at fair value through profit or loss, the relevant transaction

fee shall be included in profit or loss directly. For other types of financial assets and liabilities, the relevant transaction fee is included in

initial measurement amount.

(1) Recognition of fair value for financial assets and financial liabilities

Fair value represents the price that market participator can receive for disposal of an asset or he should pay for transfer of a liability in an

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orderly transaction happened on the measurement date. As for instrument in active market, the fair value is adopted according to the

quotation in the active market. Quote in active market refers to the price easy to obtain regularly from exchange; broker’s agency, industry

association and pricing service authority etc., and such quote represent a price that actually occurred in market trading during the fair

transaction. As for the instruments not in the active market, the fair value is recognized by the estimation technology. The technology is

composed of the price in the latest fair trade, fair value according to the fundamentally same instruments, cash flow discount and stock

price-setting model.

(2) Classification, recognition and measurement of financial assets

By way of buying and selling the financial assets in a regular way, recognition and derecognition are carried out according to the accounts on

the transaction day. Financial assets are divided into financial assets at fair value through profit or loss, held-to-maturity investments, loans

and accounts receivable and available for-sale financial assets when they are initially recognized. Financial assets are initially recognized at

fair value. For financial assets classified as fair value through profit or loss, relevant transaction costs are directly recognized in profit or loss

for the period. For financial assets classified as other categories, relevant transaction costs are included in the amount initially recognized.

① Financial assets carried at fair value through profit or loss for the current period

They include financial assets held for trading and financial assets designated as at fair value through profit or loss for the current period.

Financial assets may be classified as financial assets held for trading if one of the following conditions is met: A. the financial assets is

acquired or incurred principally for the purpose of selling it in the near term; B. the financial assets is part of a portfolio of identified

financial instruments that are managed together and for which there is objective evidence of a recent pattern of short-term profit-taking; or C.

the financial assets is a derivative, excluding the derivatives designated as effective hedging instruments, the derivatives classified as

financial guarantee contract, and the derivatives linked to an equity instrument investment which has no quoted price in an active market nor

a reliably measured fair value and are required to be settled through that equity instrument.

A financial asset may be designated as at fair value through profit or loss upon initial recognition only when one of the following conditions

is satisfied: A. Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise result

from measuring assets or recognizing the gains or losses on them on different bases; or B. The financial asset forms part of a group of

financial assets or a group of financial assets and financial liabilities, which is managed and its performance is evaluated on a fair value basis,

in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is reported to key

management personnel on that basis.

Financial assets carried at fair value through profit or loss for the current period is subsequently measured at fair value. The gain or loss

arising from changes in fair value and dividends and interest income related to such financial assets are charged to profit or loss for the

current period.

② Held-to-maturity investments

They are non-derivative financial assets with fixed maturity dates and fixed or determinable payments that the Company has positive intent

and ability to hold to maturity.

Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method. Gain or loss on derecognition,

impairment or amortization is recognized through profit or loss for the current period.

The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income or expense

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over each period based on the effective interest of a financial asset or a financial liability (including a group of financial assets or financial

liabilities). The effective interest is the rate that discounts future cash flows from the financial asset or financial liability over its expected life

or (where appropriate) a shorter period to the carrying amount of the financial asset or financial liability.

In calculating the effective interest rate, the Company will estimate the future cash flows (excluding future credit losses) by taking into

account all contract terms relating to the financial assets or financial liabilities whilst considering various fees, transaction costs and

discounts or premiums which are part of the effective interest rate paid or received between the parties to the financial assets or financial

liabilities contracts.

③ Loans and receivables

They are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Financial assets,

including bills receivable, accounts receivable, the Group classifies interest receivable, dividends receivable and other receivables as loans

and receivables.

Loans and receivables are measured subsequently at the amortized cost by using the effective interest rate method. Gains or losses incurred

at the time of derecognition, impairment or amortization are charged to profit or loss for the current period.

④ Available-for-sale financial assets

They include non-derivative financial assets that are designated in this category on initial recognition, and the financial assets other than the

financial assets at fair value through profit and loss, loans and receivables and held-to-maturity investments.

The closing cost of available-for-sale debt instruments are determined based on amortized cost method, which means the amount of initial

recognition less the amount of principle already repaid, add or less the accumulated amortized amount arising from the difference between

the amount initially recognized and the amount due on maturity using effective interest rate method, and less the amount of impairment

losses recognized. The closing cost of available-for-sale equity instruments is equal to its initial acquisition cost.

Available-for-sale financial assets are subsequently measured at fair value. The gain or loss on change in fair value are recognized as other

comprehensive income and charged to capital reserves, except for impairment loss and exchange differences arising from foreign monetary

financial assets and amortized cost which are accounted for through profit or loss for the current period. The financial assets will be

transferred out of the financial assets on derecognition and accounted for through profit or loss for the current period. However, equity

instrument investment which is not quoted in active market and whose fair value cannot be measured reliably, and derivative financial asset

which is linked to the equity instrument and whose settlement is conditional upon delivery of the equity instrument, shall be subsequently

measured at cost.

Interests received from available-for-sale financial assets held and the cash dividends declared by the investee are recognized as investment

income.

(3) Impairment of financial assets

Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Group undertakes inspection on

the book value of other financial assets at each balance sheet day, whenever practical evidence showing that impairment occurred with them,

impairment provisions are provided.

The Group performs impairment test separately on individual financial assets with major amounts; for financial assets without major

amounts, the Group performs impairment test separately or inclusively in a group of financial assets with similar characteristics of risks.

Those financial assets (individual financial assets with or without major amounts) tested separately with no impairment found shall be tested

again along with the group of financial assets with similar risk characteristics. Financial assets confirmed for impairment individually shall

not be tested along with the group of financial assets with similar risk characteristics.

① Impairment of held-to-maturity investments and loans and receivables

The carrying amount of financial assets measured as costs or amortized costs are subsequently reduced to the present value discounted from

its projected future cash flow. The reduced amount is recognized as impairment loss and recorded as profit or loss for the period. After

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recognition of the impairment loss from financial assets, if there is objective evidence showing recovery in value of such financial assets

impaired and which is related to any event occurring after such recognition, the impairment loss originally recognized shall be reversed to

the extent that the carrying value of the financial assets upon reversal will not exceed the amortized cost as at the reversal date assuming

there is no provision for impairment.

② Impairment of available-for-sale financial assets

In the event that decline in fair value of the available-for-sale equity instrument is regarded as “severe decline” or “non-temporary decline”

on the basis of comprehensive related factors, it indicates that there is impairment loss of the available-for-sale equity instrument.

When the available-for-sale financial assets impair, the accumulated loss originally included in the capital reserve arising from the decrease

in fair value was transferred out from the capital reserve and included in the profit or loss for the period. The accumulated loss that

transferred out from the capital reserve is the balance of the acquired initial cost of asset, after deduction of the principal recovered,

amortized amounts, current fair value and the impairment loss originally included in the profit or loss.

After recognition of the impairment loss, if there is objective evidence showing recovery in value of such financial assets impaired and

which is related to any event occurring after such recognition in subsequent periods, the impairment loss originally recognized shall be

reversed. The impairment loss reversal of the available-for-sale equity instrument will be recognized as other consolidated income, and the

impairment loss reversal of the available-for-sale debt instrument will be included in the profit or loss for the period.

When an equity investment that is not quoted in an active market and the fair value of which cannot be measured reliably, or the impairment

loss of a derivative financial asset linked to the equity instrument that shall be settled by delivery of that equity instrument, then it will not be

reversed.

(4) Recognition basis and measurement method for transfer of financial assets

As for the financial assets up to the following conditions, the recognition termination is available: ①Termination of the contract right to take

the cash flow of the financial assets; ② transferred to the transferring-in part nearly all risk and compensation; ③ all risk and compensation

neither transferred nor retained, and with the give-up of the control over the financial assets.

As for financial assets of almost all risk and compensation neither transferred nor retained, and without the give-up of the control over the

financial assets, it was recognized according to the extension of the continual entry into the transferred financial assets and relevant liabilities

are correspondingly recognized. The continual entry into the transferred financial assets is risk level which the enterprise faces up to due to

the assets changes.

As for the whole transfer of the financial assets up to the recognition termination conditions, the book value of the transferred assets,

together with the difference between the consideration value and the accumulative total of the fair value change of the other consolidated

income, is reckoned into the current gain/loss.

As for the partial transfer of the financial assets up to the recognition termination conditions, the book value of the transferred assets is

diluted on the relative fair value between the terminated part and the un-terminated part; and reckoned into the current loss/gain is the

difference between the sum of the consideration value and the accumulative sum of the valuation change ought to be diluted into the

recognition termination part but into the other consolidated income, and the above diluted book value, is reckoned into the current loss/gain.

For financial assets that are transferred with recourse or endorsement, the Group needs to determine whether the risk and rewards of

ownership of the financial asset have been substantially transferred. If the risk and rewards of ownership of the financial asset have been

substantially transferred, the financial assets shall be derecognized. If the risk and rewards of ownership of the financial asset have been

retained, the financial assets shall not be derecognized. If the Group neither transfers nor retains substantially all the risks and rewards of

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ownership of the financial asset, the Group shall assess whether the control over the financial asset is retained, and the financial assets shall

be accounted for according to the above paragraphs.

(5) Categorizing and measuring of financial liabilities

At initial recognition, financial liabilities are classified into financial liabilities measured by fair value with changes counted into current

gains/losses and other financial liabilities. Financial liabilities are initially recognized at fair value. For financial liabilities classified as fair

value through profit or loss, relevant transaction costs are directly recognized in profit or loss for the period. For financial liabilities

classified as other categories, relevant transaction costs are included in the amount initially recognized.

① Financial liabilities at fair value through profit or loss for the period

The criteria for a financial liability to be classified as held for trading and designated as financial liabilities at fair value through profit or loss

are the same as those for a financial asset to be classified as held for trading and designated as financial assets at fair value through profit or

loss.

Financial liabilities at fair value through profit or loss for the period are subsequently measured at fair value. The gain or loss arising from

changes in fair value and dividends and interest income related to such financial liabilities are included in profit or loss for the period.

② Other financial liabilities

Derivative financial liabilities which are linked to equity instruments that are not quoted in an active market and the fair value of which

cannot be measured reliably measured, and which shall be settled by delivery of equity instruments are subsequently measured at cost. Other

financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains or losses arising from

derecognition or amortization is recognized in profit or loss for the period.

③ Financial Guarantee Contracts and loan commitment

Financial guarantee contracts other than those designated as financial liabilities at fair value through profit or loss or loan commitment other

than those designated measured by fair value and with its variation for gains/losses reckoned as well as the loans lower than the market rates

are initially recognized at fair value, and shall be subsequently measured at the higher of the following: the amount determined in accordance

with Accounting Standard for Business Enterprises No. 13 “Contingencies” and the amount initially recognized less cumulative amortization

recognized in accordance with the principles set out in “Accounting Standard for Business Enterprises No. 14- Revenue”.

(6)Termination recognition of financial liabilities

Only is released the whole or part of the current duties, the termination of the liabilities or part of it is available. The Group (the creditor)

signed the agreement with the debtor: the existing liabilities are replaced by the bearing of the new liabilities; and the contract terms are

fundamentally different of the new liabilities and the existing ones; the termination of the recognition of the existing ones is available; and

the recognition of new ones is available.

As for the whole or partial termination of the recognition of the liabilities, the difference between the book value of the part of recognition

termination and the consideration value paid (including the non-cash assets transferred out or the liabilities newly beard) is reckoned into the

current loss/gain.

(7) Derivatives and embedded derivatives

Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently

measured at fair value. Any gains or losses arising from changes in fair value of derivatives are taken directly to profit or loss for the period,

except for derivative instruments that are designated as hedging instruments and which are highly effective in hedging, gains or losses

arising from changes in their fair value are taken to the profit or loss for the period in accordance with the hedge accounting requirement

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based on the nature of hedging relationships.

For combined instruments contain embedded derivatives which are not designated as financial assets or financial liabilities at fair value

through profit or loss, and the embedded derivative and the main contract does not have a material relation in terms of risk and economic

attributes, and when an individual instrument which is the same as the embedded derivative can be defined as derivative, the embedded

derivative shall be separated from the combined instrument and treated as an individual derivative. If the embedded derivative cannot be

separately measured at acquisition or subsequent balance sheet date, the combined instrument shall be designated as financial assets or

financial liabilities at fair value through profit or loss.

(8) Balance-out between the financial assets and liabilities

As the Group has the legal right to balance out the financial liabilities by the net or liquidation of the financial assets, the balance-out sum

between the financial assets and liabilities is listed in the balance sheet. In addition, the financial assets and liabilities are listed in the balance

sheet without being balanced out.

(9) Equity instrument

The equity instrument is the contract to prove the holding of the surplus stock of the assets with the deduction of all liabilities in the Group.

The Company issues (including refinancing), repurchases, sells or cancels equity instruments as movement of equity. No fair value change of

equity instrument would be recognized by the Company. Transaction fees relating to equity transactions are deducted from equity.

The Group’s all distribution (shares dividend excluded) to the holders of the stock instrument will decrease the shareholders’ equity. The

Group does not recognize the fair value change sum of the stock instrument.

10. Account receivable

Account receivable included account receivable and other account receivable.

(1) Recognition of bad debt provision

The Group reviews carrying value of account receivables on balance sheet date, and make impairment provision for account receivables

which are proven to be impaired by the following objective evidences: ①debtor experiences material financial difficulties; ②debtor is in

breach of contract terms (for instance: default or expiration of payment for principal or interest); ③ debtor is likely to face bankruptcy or

other financing restructuring; ④other objective evidence showing account receivables are impaired.

(2) Provision for bad debt reserves

①Recognition criteria and accrual method on accounts with major amount and withdrawal bad debt provision independely

The single account receivable above RMB 2 million is recognized as single substantive account receivable

The Company takes the independent impairment test on the single substantive account. As for the account receivable without the impairment

in the test, it is included in the account receivable portfolio of the similar credit risk characters for the impairment test. As for the account

receivable with the recognition of impairment loss, it is not included in the account receivable portfolio of the similar credit risk characters

for the impairment test

②Determination bases for account receivables for which bad debt provision is made according to category of credit risks, and provision for

bad debt

The Group determines categories of account receivables according to the similarity of credit risk characteristics. Account receivables consist

of those with insignificant single amount and those with significant single amount which is not impaired based on separate impairment test.

The Group is of the view that account receivables with insignificant single amount and those with significant single amount which is not

impaired based on separate impairment test are exposed to low credit risks, thus it is not necessary to make bad debt provision, unless there

is evidence showing that account receivables have relatively substantial credit risks.

③Account receivables with insignificant single amount for which bad debt provision is made separately

For account receivables with insignificant single amount, if there is evidence showing that account receivables are exposed to relatively

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substantial credit risks, bad debt provision shall be made for such account receivables under specific identification method.

(3) Reversal of bad debt

If there is objective evidence showing recovery in value of account receivables impaired and which is related to any event occurring after

such recognition, the impairment loss originally recognized shall be reversed to the extent that the carrying value of the account receivables

upon reversal will not exceed the amortized cost as at the reversal date assuming there is no provision for impairment.

11. Inventory

(1) Categories of inventory

The Company’s inventory mainly consists of fuels, raw materials and developing products in process and so on.

(2) Valuation method of inventory delivered

The inventories are initially measured at cost. The costs of developing products include land grant fee, expenditures

for auxiliary facilities, expenses on construction and installation, borrowing costs incurred before the completion of

the subject project and other related expenses during the course of the development. Other cost of inventories

comprises purchase costs, processing costs and other costs incurred in bringing the inventories to their present

location and condition.

The actual cost of the property development products delivered is recognized by the individual valuation method. The actual cost of other

inventories delivered is recognized by the weighted average method.

(3) Recognition of net realizable value of inventory, and accrual methods of preparation for depreciation

On the balance sheet day, the inventory is measured by the lower one between the cost and the net realizable value.

As the net realizable value is lower than the cost, the inventory depreciation provision is accrued. The net realizable

value is balance of the estimated sale price less the estimated forthcoming cost upon the completion, the estimated

sale expense, and the relevant tax in the daily activities. Upon the recognition of net realizable value of the

inventory, the concrete evidence is based on and the purpose of holding the inventory and the influence of events

after the balance sheet day are considered.

As for the inventory of large sum and lower price, the inventory depreciation provision is accrued by the inventory categories. As for the

inventory related to the product series produced and sold in the same district, of the same or similar final use or purpose and impossible to be

separated from the other items, the provision is consolidated and accrued. The provision for other inventory is accrued by the difference

between the cost and net realizable value.

Upon the accrual of the inventory depreciation provision, if the previous influence factors on the inventory deduction disappeared, which

resulted in the net realizable value being higher than its book value; the accrual is transferred back within the previous accrual of the

provision and reckoned into the current gain/loss.

(4) The inventory system is perpetual inventory system.

12. Classified as assets held for sale

If a non-current asset can be promptly sold at its existing status only according to the practice terms in connection with disposal of this kind

of assets, and the Company has already made resolution on disposal of the non-current asset and entered into irrevocable transfer agreement

with the transferee, and this transfer will be completed within one year, then the non-current asset would be calculated as non-current asset

held for sale which would be not applicable to depreciation or amortisation since the date of classification as asset held for sale, and would

be measured at the lower of its carrying value less disposal cost and fair value less disposal cost. Non-current asset held for sale consists of

single item asset and disposal group. If a disposal group is a group of assets as defined by No.8 of Business Accounting Standards-Assets

Impairment, and goodwill arising from business combination shall be allocated to the group of assets under this accounting principle, or the

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disposal group constitutes one operation of the group of assets, then the disposal group includes the goodwill arising from business

combination.

For single non-current asset and asset in disposal group classified as assets held for sale, they shall be presented in balance sheet separately

as current assets. For liabilities in disposal group relating to the transferred assets classified as assets held for sale, they shall be presented in

balance sheet separately as current liabilities.

If an asset or disposal group classified as held for sale no longer meets the recognition condition as non-current asset held for sale, the

Company will cease such recognition and measure the asset at the lower of (1)the carrying value of the asset or disposal group prior to being

classified as held for sale, based on the amount adjusted with the depreciation, amortisation or impairment which should have been

recognized assuming it had not been classified as held for sale; (2)the recoverable amount on the date when the Company decides to cease

disposal.

13. Long-term equity investment

Long-term equity investments under this section refer to long-term equity investments in which the Company has control, joint control or

significant influence over the investee. Long-term equity investment without control or joint control or significant influence of the Group is

accounted for as available-for-sale financial assets or financial assets measured at fair value with any change in fair value charged to profit or

loss. Details on its accounting policy please refer to Note 9. “Financial instruments” under section IV.

Joint control is the Company’s contractually agreed sharing of control over an arrangement, which relevant activities of such arrangement

must be decided by unanimously agreement from parties who share control. Significant influence is the power of the Company to participate

in the financial and operating policy decisions of an investee, but to fail to control or joint control the formulation of such policies together

with other parties.

(1) Determination of investment cost

For a long-term equity investment acquired through a business combination involving enterprises under common control, the initial

investment cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity under

the consolidated financial statements of the ultimate controlling party on the date of combination. The difference between the initial cost of

the long-term equity investment and the cash paid, non-cash assets transferred as well as the book value of the debts borne by the absorbing

party shall offset against the capital reserve. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. If the

consideration of the merger is satisfied by issue of equity securities, the initial investment cost of the long-term equity investment shall be

the absorbing party’s share of the carrying amount of the owner’s equity under the consolidated financial statements of the ultimate

controlling party on the date of combination. With the total face value of the shares issued as share capital, the difference between the initial

cost of the long-term equity investment and total face value of the shares issued shall be used to offset against the capital reserve. If the

capital reserve is insufficient to offset, the retained earnings shall be adjusted. For business combination resulted in an enterprise under

common control by acquiring equity of the absorbing party under common control through a stage-up approach with several transactions,

these transactions will be judged whether they shall be treat as “transactions in a basket”. If they belong to “transactions in a basket”, these

transactions will be accounted for a transaction in obtaining control. If they are not belong to “transactions in a basket”, the initial investment

cost of the long-term equity investment shall be the absorbing party’s share of the carrying amount of the owner’s equity under the

consolidated financial statements of the ultimate controlling party on the date of combination. The difference between the initial cost of the

long-term equity investment and the aggregate of the carrying amount of the long-term equity investment before merging and the carrying

amount the additional consideration paid for further share acquisition on the date of combination shall offset against the capital reserve. If

the capital reserve is insufficient to offset, the retained earnings shall be adjusted. Other comprehensive income recognized as a result of the

previously held equity investment accounted for using equity method on the date of combination or recognized for available-for-sale

financial assets will not be accounted for.

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深圳南山热电股份有限公司 2016 年半年度报告全文

For a long-term equity investment acquired through a business combination involving enterprises not under common control, the initial

investment cost of the long-term equity investment shall be the cost of combination on the date of acquisition. Cost of combination includes

the aggregate fair value of assets paid by the acquirer, liabilities incurred or borne and equity securities issued. For business combination

resulted in an enterprise not under common control by acquiring equity of the acquiree under common control through a stage-up approach

with several transactions, these transactions will be judged whether they shall be treat as “transactions in a basket”. If they belong to

“transactions in a basket”, these transactions will be accounted for a transaction in obtaining control. If they are not belong to “transactions

in a basket”, the initial investment cost of the long-term equity investment accounted for using cost method shall be the aggregate of the

carrying amount of equity investment previously held by the acquiree and the additional investment cost. For previously held equity

accounted for using equity method, relevant other comprehensive income will not be accounted for. For previously held equity investment

classified as available-for-sale financial asset, the difference between its fair value and carrying amount, as well as the accumulated

movement in fair value previously included in the other comprehensive income shall be transferred to profit or loss for the current period.

Agent fees incurred by the absorbing party or acquirer for the acquisition such as audit, legal service, and valuation and consultation fees,

and other related administration expenses are charged to profit or loss in the current period at the time such expenses incurred.

The long-term equity investment acquired through means other than a business combination shall be initially measured at its cost. Such cost

is depended upon the acquired means of long-term equity investments, which is recognized based on the purchase cost actually paid by the

Company in cash, the fair value of equity securities issued by the Group, the agreed value of investment contract or agreement, the fair value

or original carrying amounts of the non-monetary asset exchange transaction which the asset will be transferred out of the Company, and the

fair value of long-term equity investment itself. The costs, taxes and other necessary expenses that are directly attributable to the acquisition

of the long-term equity investments are also included in the investment cost. For additional equity investment made in order to obtain

significant influence or common control over investee without resulted in control, the relevant cost for long-term equity investment shall be

the aggregate of fair value of previously held equity investment and additional investment cost determined according to “Accounting

Standard for Business Enterprises No. 22 – Recognition and measurement of Financial Instruments”.

(2) Follow-up measurement and gain/loss recognition

As for the long-term equity investment with common control (except for the common operators ) over or significant influence on the

invested units, measured by the cost method. In addition, long-term equity investment to the invested units that control by the Company

adopted the cost method for calculation in financial statement.

① Long-term equity investment checked by the cost

Upon the cost check, the investment is valuated on the initial cost. In addition to the actual prices or the announced but yet undistributed cash

dividend or profit in consideration valuation, the current investment return is recognized by the announced cash dividend or profit by the

invested units.

② Long-term equity investment checked by the equity

When equity basis is adopted, if the initial cost of the long-term equity investment is greater than the share of fair value of the receiver’s

recognizable net asset, the initial investment cost of the long-term equity investment will not be adjusted; if the initial cost of the long-term

equity investment is less than the share of fair value of the receiver’s recognizable net asset, the balance shall be counted into current income

account, and the cost of long-term equity investment shall be adjusted.

Under the equity method, investment gain and other comprehensive income shall be recognized based on the Group’s share of the net profits

or losses and other comprehensive income made by the investee, respectively. Meanwhile, the carrying amount of long-term equity

investment shall be adjusted. The carrying amount of long-term equity investment shall be reduced based on the Group’s share of profit or

cash dividend distributed by the investee. In respect of the other movement of net profit or loss, other comprehensive income and profit

distribution of investee, the carrying value of long-term equity investment shall be adjusted and included in the capital reserves. The Group

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shall recognize its share of the investee’s net profits or losses based on the fair values of the investee’s individual separately identifiable

assets at the time of acquisition, after making appropriate adjustments thereto. In the event of inconformity between the accounting policies

and accounting periods of the investee and the Company, the financial statements of the investee shall be adjusted in conformity with the

accounting policies and accounting periods of the Company. Investment gain and other comprehensive income shall be recognized

accordingly. In respect of the transactions between the Group and its associates and joint ventures in which the assets disposed of or sold are

not classified as operation, the share of unrealized gain or loss arising from inter-group transactions shall be eliminated by the portion

attributable to the Company. Investment gain shall be recognized accordingly. However, any unrealized loss arising from inter-group

transactions between the Group and an investee is not eliminated to the extent that the loss is impairment loss of the transferred assets. In the

event that the Group disposed of an asset classified as operation to its joint ventures or associates, which resulted in acquisition of long-term

equity investment by the investor without obtaining control, the initial investment cost of additional long-term equity investment shall be the

fair value of disposed operation. The difference between initial investment cost and the carrying value of disposed operation will be fully

included in profit or loss for the current period. In the event that the Group sold an asset classified as operation to its associates or joint

ventures, the difference between the carrying value of consideration received and operation shall be fully included in profit or loss for the

current period. In the event that the Company acquired an asset which formed an operation from its associates or joint ventures, relevant

transaction shall be accounted for in accordance with “Accounting Standards for Business Enterprises No. 20 “Business combination”. All

profit or loss related to the transaction shall be accounted for.

Recognition of the share of net loss by the investment receiver shall be limited to when the book value of long-term equity investment and

other long-term equity forms substantial net investment has been reduced to zero. Beside, if the Company is responsible for other losses of

the investment receiver, predicted liability shall be recognized upon the prediction of responsibilities and recorded into current investment

loss account. If the receiver realized net profit in the period thereafter, the share of gains is recovered after making up of share of losses

which has not been recognized.

For long equity investment in associate and joint venture held by the Company prior to first implementation of the new accounting principles

on 1 January 2007, equity investment debtor difference relating to the investment (if any) shall be amortized and included in current gains

and losses against the remaining period under straight line method.

③Acquisition of minority equity

When preparing consolidated financial statements, the difference between the increase in long-term equity investment due to acquisition of

minority interest of a subsidiary and the share of net asset of the subsidiary since the acquisition date (or combination date) calculated under

the new ownership ratio shall be adjusted to the capital surplus, when capital surplus is insufficient, the excess shall be adjusted to retained

profits.

④ Disposal of long-term equity investment

In these consolidated financial statements, where the parent company disposes part of its subsidiary without loss of control, the difference

between the consideration received and the share of net asset for the disposed portion of long-term equity investment shall be recognized in

shareholders’ equity; where the parent company disposes part of its subsidiary with loss of control, the accounting treatment should be in

accordance with the accounting policies stated at Note IV 5 (2) “Preparation of consolidated financial statements”.

For disposal of long-term equity investment in other situations, the difference between the considerations received and the carrying amount

of the disposed investment shall be recognized in profit or loss.

In respect of long-term equity investment at equity with the remaining equity interest after disposal also accounted for using equity method,

other comprehensive income previously under owners’ equity shall be accounted for in accordance with the same accounting treatment for

direct disposal of relevant asset or liability by investee on pro rata basis at the time of disposal. The owners’ equity recognized for the

movement of other owners’ equity (excluding net profit or loss, other comprehensive income and profit distribution of investee) shall be

transferred to profit or loss for the current period on pro rata basis.

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In respect of long-term equity investment at cost with the remaining equity interest after disposal is also accounted for at cost, other

comprehensive income recognized due to measurement at equity or recognition and measurement for financial instruments prior to obtaining

control over investee shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability

by investee and carried forward to current gains and losses on pro rata basis. The movement of other owners’ equity (excluding net profit or

loss, other comprehensive income and profit distribution of investee) shall be transferred to profit or loss for the current period on pro rata

basis.

In the event of loss of control over investee due to partial disposal of equity investment by the Group, in preparing separate financial

statements, the remaining equity interest which can apply common control or impose significant influence over the investee after disposal

shall be accounted for using equity method. Such remaining equity interest shall be treated as accounting for using equity method since it is

obtained and adjustment was made accordingly. For remaining equity interest which cannot apply common control or impose significant

influence over the investee after disposal, it shall be accounted for using the recognition and measurement standard of financial instruments.

The difference between its fair value and carrying amount as at the date of losing control shall be included in profit or loss for the current

period. In respect of other comprehensive income recognized using equity method or the recognition andmeasurement standard of financial

instruments before the Group obtained control over the investee, it shall be accounted for in accordance with the same accounting treatment

for direct disposal of relevant asset or liability by investee at the time when the control over investee is lost. Movement of other owners’

equity (excluding net profit or loss, other comprehensive income and profit distribution under net asset of investee accounted for and

recognized using equity method) shall be transferred to profit or loss for the current period at the time when the control over investee is lost.

Of which, for the remaining equity interest after disposal accounted for using equity method, other comprehensive income and other owners’

equity shall be transferred on pro rata basis. For the remaining equity interest after disposal accounted for using the recognition and

measurement standard of financial instruments, other comprehensive income and other owners’ equity shall be fully transferred.

In the event of loss of common control or significant influence over investee due to partial disposal of equity investment by the Group, the

remaining equity interest after disposal shall be accounted for using the recognition and measurement standard of financial instruments. The

difference between its fair value and carrying amount as at the date of losing common control or significant influence shall be included in

profit or loss for the current period. In respect of other comprehensive income recognized under previous equity investment using equity

method, it shall be accounted for in accordance with the same accounting treatment for direct disposal of relevant asset or liability by

investee at the time when equity method was ceased to be used. Movement of other owners’ equity (excluding net profit or loss, other

comprehensive income and profit distribution under net asset of investee accounted for and recognized using equity method) shall be

transferred to profit or loss for the current period at the time when equity method was ceased to be used.

The Group disposes its equity investment in subsidiary by a stage-up approach with several transactions until the control over the subsidiary

is lost. If the said transactions belong to “transactions in a basket”, each transaction shall be accounted for as a single transaction of

disposing equity investment of subsidiary and loss of control. The difference between the disposal consideration for each transaction and the

carrying amount of the corresponding long-term equity investment of disposed equity interest before loss of control shall initially recognized

as other comprehensive income, and subsequently transferred to profit or loss arising from loss of control for the current period upon loss of

control.

14. Investment real estate

Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both, including the rented land use

rights and the land use rights which are held and prepared for transfer after appreciation, the rented buildings. Besides, vacant buildings held

by the Company for operating or lease purposes would be also stated as investment property provided that board of directors (or similar

authority) pass written resolution which definitely expresses that the buildings will be held for operating or lease purposes and the intention

for holding will not change shortly.

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Investment real estate is measured according to the initial cost. The follow-up expenses that are related to investment real estate, if the

economic interests related to the assets are is likely to inflow cost and its costs can be reliably measured, shall be included in the cost of

investment real estate. The other follow-up expense shall be included in the current gains/losses.

The Company adopts the cost model to have follow-up measurements of the investment real estate, and to conduct depreciation or

amortization according to the policies that are in consistent with the land use rights.

Impairment test method and impairment provision method in relation to investment property is detailed in note IV.20 “Long term assets

impairment”.

Where property for own use or inventory transfers to investment property, or investment property transfers to property for own use, carrying

value before such transfer shall be taken as book value after such transfer.

In the event that an investment property is converted to an owner-occupied property, such property shall become fixed assets or intangible

assets since the date of its conversion. In the event that an owner-occupied property is converted to real estate held to earn rentals or for

capital appreciation, such fixed assets or intangible assets shall become an investment property since the date of its conversion. Upon the

conversion, investment property which is measured at cost is accounted for with the carrying value prior to conversion, and investment

property which is measured at fair value is accounted for with the fair value as of the conversion date.

If an investment property is disposed of or if it withdraws permanently from use and no economic benefit will be obtained from the disposal,

the recognition of it as an investment property shall be terminated. When an investment property is sold, transferred, retired or damaged, the

amount of proceeds on disposal of the property net of the carrying amount and related tax and surcharges is recognized in profit or loss for

the current period.

15. Fixed assets

(1) Recognition conditions for the fixed assets

Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation &

management, and have more than one fiscal year of service life. The fixed assets recognized on the condition of economy benefit probably

in-flow into the Company and the cost should measured reliably only. Initial measurement shall be conducted on fixed assets according to

the actual cost when obtain them and also considering the expected costs for disposal.

(2) Depreciation of various fixed assets

From the next month since reaching the intended use state, depreciations on fixed assets shall be accounted by using the method of average

life length except the steam turbine generating unit that accounted by withdrawal the working volume method.

Life expectancy, expected net impairment value and annual depreciation rate of all assets are as follows:

Item Life expectancy Salvage value rate Annual depreciation rate

Houses and buildings 20 years 10% 4.50%

Equipment(fuel machinery group excluded) 15-20 years 10% 4.5%-6%

Equipment-fuel machinery group(note) 10% The work quantity method

Transportation tools 5 years 10% 18%

Other equipment 5 years 10% 18%

Estimated salvage value refers to the amount of value retrieved after deducting of predicted disposal expense when the expected using life of

a fixed asset has expired and in the expected state of termination.

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深圳南山热电股份有限公司 2016 年半年度报告全文

Note: gas turbine generator set is provided with depreciation under workload method, namely to determine the depreciation amount per hour

of gas turbine generator set based on equipment value, predicted net remaining value and predicted generation hours. Details are set out as

follows:

Name of the Company Fixed assets Depreciation amount (RMB/Hour)

Generating unit 1# 4,225.09

The Company Generating unit 3# 4,401.76

Generating unit 7# 4,407.11

Shenzhen New Power Industrial Co., Ltd(“New Power”) Generating unit 10# 3,954.47

Generating unit 1# 3,856.98

Shen Nan Dian (Zhongshan) Power Co., Ltd.(“Zhongshan

Power”)

Generating unit 3# 3,799.49

Generating unit 1# 4,107.76

Shen Nan Dian (Dongguan) Weimei Power Co., Ltd.(“Weimei

Power”)

Generating unit 3# 3,850.07

(3) Impairment test on fixed asset and providing of impairment provision

Found more in Note IV-20.”Impairment of long-term assets”

(4) Recognition basis and measurement method of fixed assets under finance lease

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the

lessee. Title may or may not eventually be transferred. The depreciation policy for fixed asset held under finance lease is consistent with that

for its owned fixed asset. When a leased asset can be reasonably determined that its ownership will be transferred at the end of the lease term,

it is depreciated over the period of expected use; otherwise, the leased asset is depreciated over the shorter period of the lease term and the

period of expected use.

(5) Other remarks

Concerning the follow-up expenses related to fixed assets, if the relevant economy benefit of fixed assets probably

in-flow into the Company and can be measured reliably, reckoned into cost of fixed assets and terminated the

recognition of the book value of the parts that been replaced. Others follow-up expenses should reckoned into current

gains/losses while occurred.

Terminated the recognition of fixed assts that in the status of disposal or pass through the predicted usage or without any economy benefits

arising from disposal. Income from treatment of fixed asset disposing, transferring, discarding or damage, the balance after deducting of

book value and relative taxes is recorded into current income account.

The Company re-reviews useful life, expected net residual value and depreciation method of fixed assets at least at each year end. Any

change thereof would be recorded as change of accounting estimates.

16. Construction-in-progress

Cost of construction in process is determined at practical construction expenditures, including all expenses during the construction,

capitalized loan expenses before the construction reaches useful status, and other relative expenses. It is transferred to fixed asset as soon as

the construction reaches the useful status.

Impairment testing method and accrual method for impairment reserves found in Note IV-20”Impairment of long-term assets”

17. Borrowing expenses

Borrowing expenses include interest, amortisation of discounts or premiums related to borrowings, ancillary costs incurred in connection

with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. Borrowing expenses that can be

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directly attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized when the

payment of asset and borrowing expenses have already occurred, and the purchasing or production activities in purpose of make the asset

usable have started; Capitalizing will be terminated as soon as the asset that complying with capitalizing conditions has reached its usable or

saleable status. The other borrowing expenses are recognized as expenses when occurred.

Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of

unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the weighted average

of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings

adopted. Capitalization rates are decided by the weighted average of common borrowings.

During the capitalization period, exchange differences on a specific purpose borrowing denominated in foreign currency shall be capitalized.

Exchange differences related to general-purpose borrowings denominated in foreign currency shall be included in profit or loss for the

current period.

Qualifying assets are assets (fixed assets, investment property, inventories, etc.) that necessarily take a substantial period of time for

acquisition, construction or production to get ready for their intended use or sale.

Capitalization of borrowing costs shall be suspended during periods in which the acquisition, construction or production of a qualifying asset

is interrupted abnormally, when the interruption is for a continuous period of more than 3 months, until the acquisition, construction or

production of the qualifying asset is resumed.

18. Intangible assets

(1) Intangible assets

An intangible asset is an identifiable non-monetary asset without physical substance owned or controlled by the Company.

An intangible asset shall be initially measured at cost. The expenditures incurred on an intangible asset shall be recognized as cost of the

intangible asset only if it is probable that economic benefits associated with the asset will flow to the Company and the cost of the asset can

be measured reliably. Other expenditures on an item asset shall be charged to profit or loss when incurred.

Land use right acquired shall normally be recognized as an intangible asset. Self-constructed buildings (e.g. plants), related land use right

and the buildings shall be separately accounted for as an intangible asset and fixed asset. For buildings and structures purchased, the

purchase consideration shall be allocated among the land use right and the buildings on a reasonable basis. In case there is difficulty in

making a reasonable allocation, the consideration shall be recognized in full as fixed assets.

An intangible asset with a finite useful life shall be stated at cost less estimated net residual value and any accumulated impairment loss

provision and amortized using the straight-line method over its useful life when the asset is available for use. Intangible assets with indefinite

life are not amortized.

The Group shall review the useful life of intangible asset with a finite useful life and the amortization method applied at least at each

financial year-end. A change in the useful life or amortization method used shall be accounted for as a change in accounting estimate. For an

intangible asset with an indefinite useful life, the Group shall review the useful life of the asset in each accounting period. If there is

evidence indicating that the useful life of that intangible asset is finite, the Company shall estimate the useful life of that asset and apply

the accounting policies accordingly.

(2) Impairment test method of intangible assets & calculation method of depreciation reserve

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Found more in Note IV-20”Impairment of long-term assets”

19. Long-term expenses to be amortized

Long-term amortizable expenses are those already occurred and amortizable to the current term and successive terms for over one year.

Long-term amortizable expenses are amortized by straight-line method to the benefit period.

20. Impairment of long-term assets

The Group will judge if there is any indication of impairment as at the balance sheet date in respect of non-current non-financial assets such

as fixed assets, construction in progress, intangible assets with an infinite useful life, investment properties measured at cost, and long-term

equity investments in subsidiaries, joint ventures and associates. If there is any evidence indicating that an asset may be impaired,

recoverable amount shall be estimated for impairment test. Goodwill, intangible assets with an indefinite useful life and intangible assets

beyond working conditions will be tested for impairment annually, regardless of whether there is any indication of impairment.

If the impairment test result shows that the recoverable amount of an asset is less than its carrying amount, the impairment provision will be

made according to the difference and recognized as an impairment loss. The recoverable amount of an asset is the higher of its fair value less

costs of disposal and the present value of the future cash flows expected to be derived from the asset. An asset’s fair value is the price in a

sale agreement in an arm’s length transaction. If there is no sale agreement but the asset is traded in an active market, fair value shall be

determined based on the bid price. If there is neither sale agreement nor active market for an asset, fair value shall be based on the best

available information. Costs of disposal are expenses attributable to disposal of the asset, including legal fee, relevant tax and surcharges,

transportation fee and direct expenses incurred to prepare the asset for its intended sale. The present value of the future cash flows expected

to be derived from the asset over the course of continued use and final disposal is determined as the amount discounted using an

appropriately selected discount rate. Provisions for assets impairment shall be made and recognized for the individual asset. If it is not

possible to estimate the recoverable amount of the individual asset, the Group shall determine the recoverable amount of the asset group to

which the asset belongs. The asset group is the smallest group of assets capable of generating cash flows independently.

For the purpose of impairment testing, the carrying amount of goodwill presented separately in the financial statements shall be allocated to

the asset groups or group of assets benefiting from synergy of business combination. If the recoverable amount is less than the carrying

amount, the Group shall recognize an impairment loss. The amount of impairment loss shall first reduce the carrying amount of any goodwill

allocated to the asset group or set of asset groups, and then reduce the carrying amount of other assets (other than goodwill) within the asset

group or set of asset groups, pro rata on the basis of the carrying amount of each asset.

An impairment loss recognized on the aforesaid assets shall not be reversed in a subsequent period in respect of the restorable value.

21. Staff remuneration

Staff remuneration includes short term staff remuneration, post office benefit, dismissal benefit and other long term staff

benefits, among which:

Short term staff remuneration mainly consists of salary, bonus, allowance and subsidy, staff benefits, medical insurance,

maternity insurance, work related injury insurance, housing funds, labor unit fee and education fee, non-monetary

benefits, etc. short term staff remuneration actually happened during the accounting period in which staff provides

services to the Company is recognized as liability, and shall be included in current gains and losses or relevant asset cost.

Non-monetary benefits are measured at fair value.

Post office benefits mainly consist of defined withdraw plan and defined benefit plan. Defined withdraw plan mainly

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includes basic pension insurance, unemployment insurance and annuity, and the contribution payable is included in

relevant asset cost or current gains and losses when occurs.

When the Company terminates the employment relationship with employees before the end of the employment contracts or provides

compensation as an offer to encourage employees to accept voluntary redundancy, the Company shall recognize employee compensation

liabilities arising from compensation for staff dismissal and included in profit or loss for the current period, when the Company cannot

revoke unilaterally compensation for dismissal due to the cancellation of labor relationship plans and employee redundant proposals; and the

Company recognize cost and expenses related to payment of compensation for dismissal and restructuring, whichever is earlier. However, if

the compensation for termination of employment is not expected to be fully paid within 12 months from the reporting period, it shall be

accounted for other long-term staff remuneration.

The early retirement plan shall be accounted for in accordance with the accounting principles for compensation for termination of

employment. The salaries or wages and the social contributions to be paid for the employees who retire before schedule from the date on

which the employees stop rendering services to the scheduled retirement date, shall be recognized (as compensation for termination of

employment) in the current profit or loss by the Group if the recognition principles for provisions are satisfied.

For other long-term employee benefits provided by the Company to its employees, if satisfy with the established withdraw plan, then the

benefits are accounted for under the established withdraw plan, otherwise accounted for under defined benefit scheme.

22. Accrued liabilities

When responsibilities connected to contingent issues meet the follow conditions at the same time, than recognized as accrued liability: (1)

the liability is the current liability that undertaken by the Company; (2) the liability has the probability of result in financial benefit outflow;

and (3) the responsibility can be measured reliably for its value.

At balance sheet day, with reference to the risks, uncertainty and periodic value of currency that connected to the contingent issues, the

predicted liabilities are measured according to the best estimation on the payment to fulfill the current responsibility.

If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the compensated amount can be

definitely received, it is recognized separated as asset. The compensated amount shall not be greater than the book value of the predictive

liability.

(1)Contact in loss

Contact in loss is identified when the inevitable cost for performance of the contractual obligation exceeds the inflow of expected economic

benefits. When a contract in loss is identified and the obligations thereunder are qualified by the aforesaid recognition criterion for

contingent liability, the difference of estimated loss under contract over the recognized impairment loss (if any) of the subject matter of the

contract is recognized as contingent liability.

(2) Restructuring obligations

For detailed, official and publicly announced restructuring plan, the direct expenses attributable to the restructuring are recognized as

contingent liabilities, provided that the aforesaid recognition criterion for contingent liability is met. For restructuring obligations arising

from disposal of part business, the Company will recognise the obligations relating to restructuring only when it undertakes to dispose part

business (namely entering into finalized disposal agreement).

23. Share-based Payments

(1) Accounting treatment

Share-based payment refers to a transaction in which an enterprise grants equity instruments or undertakes equity-instrument- based

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liabilities in return for services from employee or other parties. The share-based payments shall consist of equity-settled share-based

payments and cash-settled share-based payments.

① Equity-settled Share-based Payment

The equity-settled share-based payment in return for employee services shall be measured at the fair value of the equity instruments granted

to the employees as at the date of grant. For equity instruments that cannot be exercised until the services are fully rendered during vesting

period or specified performance targets are met, within the vesting period, the fair value of such instrument shall, based on the best estimate

of the number of exercisable instruments, be calculated with the straight- line method and recognized in relevant costs or expenses. For

equity instruments that may be exercised immediately after the grant, the fair value of such instrument shall, on the date of the grant, be

recognized in relevant costs or expenses with the increase in the capital reserve accordingly.

On each balance sheet date during the vest period, the Company makes the best estimate based on subsequent information such as the latest

available information about change of number of exercisable employees, thus to amend the number of equity instruments which are expected

to be exercisable. Impact of the above estimate is included in relevant cost or expense for the current period, with corresponding adjustment

in capital reserve.

The equity-settled share-based payment in return for services from other parties, if the fair value of services from other parties can be

reliably measured, shall be measured at the fair value of such services as at the date of acquisition; if the fair value of services from other

parties cannot be reliably measured but the fair value of equity instruments can be reliably measured, shall be measured at the fair value of

such equity instruments as at the date of acquisition of such services recognized in relevant costs or expenses with the increase in the capital

reserve accordingly.

②Cash-settled Share-based Payment

The cash-settled share-based payment shall be measured at the fair value of liabilities identified on the basis of shares or other equity

instruments undertaken by the Group. For the instruments that may be exercised immediately after the grant, the fair value shall, on the date

of the grant, be recognized in relevant costs or expenses and the liabilities shall be increased accordingly. For instruments that cannot be

exercised until the services are fully provided during vesting period or specified performance targets are met, on each balance sheet date

within the vesting period, the services acquired in the current period shall, based on the best estimate of the number of exercisable

instruments, be recognized in relevant costs or expenses and the corresponding liabilities at the fair value of the liability incurred by the

Group.

The Group shall, on each balance sheet date and on each account date prior to the settlement of the relevant liabilities, re-measure the fair

values of the liabilities and include the changes in the profit or loss for the period.

(2) Accounting treatment in respect of themodification and termination of share-based payment scheme

If any modification made by the Group to the share-based payment scheme increases the fair value of the equity instrument awarded,

services obtained shall be increased accordingly. The increase in fair value of such equity instrument equals to the difference between the fair

values before and after the date of modification. If any modification reduces the total fair value of share-based payment or is otherwise

unfavorable to employees, services obtained shall be treated as if such modification had never been made, unless the Group has canceled

part or the entire equity instrument award.

During the vesting period, where an equity instrument award is cancelled, it is treated as if it had vested on the date of cancellation, and any

expense not yet recognized for the award is included immediately into the profit or loss for the period and capital reserve is recognized.

Where employees or other parties are permitted to choose to fulfill non-vesting conditions but have not fulfilled during the vesting period,

equity instrument award are deemed cancelled.

(3) Accounting for share based payment concerning the Company, its shareholders or actual controllers

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As for share based payment concerning the Company, its shareholders or actual controllers, with either the settlement entity or

service-acceptance entity in the Company or not, it is accounted for in our consolidated financial statement under the following provisions:

①for settlement entity making settlement with its own equity instruments, the transaction is accounted for as equity settled share based

payment, otherwise it shall be accounted for as cash settled share based payment.

If the settlement entity is an investor of the service-acceptance entity, the transaction is recognized as long term equity investment in the

service-acceptance entity based on the fair value of the equity instruments as at the grant date or the fair value of assumed liabilities, with

recognition of capital reserve (other capital reserve) or liabilities.

②If service-acceptance entity is not obliged to settle or grant its own equity instruments to its employees, the share based payment

transaction is accounted for as equity settled share based payment. If service-acceptance entity is obliged to settle or the equity instruments

granted to its employee are not the own instruments of the entity, the share based payment transaction is accounted for as cash settled share

based payment.

For intra-company share based payment transactions, if the service-acceptance entity and settlement entity are not the same enterprise, the

share based payment transaction shall be recognized and measured in the respective financial statement of the two entities under the

aforesaid principles.

24. Income

When significant risks and rewards of ownership of goods have been transferred to buyer, no continuous management right regularly related

to ownership is retained, no effective control is conducted on goods sold, moreover, amount of income may be measured in a reliable way,

relevant economic profit may have flown into enterprise and relevant incurred cost or to be incurred may be measured in a reliable way,

implementation of goods sales revenue will be confirmed. Detail recognization according to specific revenue:

(1) Power sales revenue

The Group generates electricity by thermal power, and realizes sales through incorporation into Guangdong power grid. As for power sales,

the Group realizes revenue when it produces electricity and obtains the grid power statistics table confirmed by the power bureau.

(2) Real estate sales revenue

① Developed products

Completed and passed the acceptance inspection, signed the sales contract and performed the contractual obligations, namely the main risks

and rewards of ownership of developed products are transferred to the buyer; the company no longer reserves the continuous management

right usually associated with the ownership, nor implements any effective control over the sold goods; the amount of revenue can be

measured reliably; relevant economic benefits are likely to inflow; and when the cost incurred or to be incurred of the project can be

measured reliably, confirm the realization of sales revenue.

② Installment sales

The developed products have been completed and passed the acceptance inspection, signed the installment sales contract and performed the

contractual obligations, relevant economic benefits are likely to inflow, and when the cost of this developed product can be measured reliably,

confirm the amount of revenue in accordance with the receivable contract or the fair value of agreement cost; the balance between the

receivable contract or agreement cost and its fair value is amortized and reckoned in the current profit and loss by effective interest method

during the contract or agreement period.

(3) Revenue from Providing Labor Service

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Under the condition of service providing business can be estimated in a reliable way, relevant economic benefit is likely to flow into

enterprise, completion degree of business may be estimated in a reliable way and relevant incurred cost and to be incurred may be measured

in a reliable way, the revenue from labor service providing recognized. Relevant service revenue may be confirmed by the Company as

percentage-of-completion method on balance sheet date. Completion degree of service business will be determined as share of incurred

service cost in estimated general cost.

If result of service providing business can’t be estimated in a reliable way, service revenue should be confirmed as amount of incurred

service cost expected to be compensated, where incurred service cost is taken as period charge. If no compensation is expected for incurred

service cost, income won’t be confirmed.

25. Government grant

Government subsidies are those monetary and/or non-monetary assets obtained from the government by free, not including the capital

invested by the government as owner. Government grant divided into the government grant related to assets and the government grant

related to income.

Those government grants of monetary assets are measured at the amount received or receivable. Non-monetary government grants are

measured at fair value. If no fair value is available, nominal amount will be adopted. Government subsidies measured at nominal amount are

accounted into current gains/losses directly.

Asset-related government grants are recognized as deferred income and accounted into current gains/losses evenly upon their service life.

Those income-related government grants used to neutralize relative expenses and losses of successive periods are recognized as deferred

income and accounted into current income at the period when the expenses are recognized; those used to neutralize relative expenses and

losses which have already occurred are accounted into current gains/losses directly.

If confirmed government grant needs to be surrendered,for government grant with relevant balance of deferred income, book balance of

relevant deferred income will be offset while remnant will be included in current profit and loss. On the contrary, for government grant

without relevant deferred income, it will be directly in current gain and loss.

The recognition basis of government subsidy for the Company's subsidiary Shennandian (Zhongshan) Power Co., Ltd. (hereinafter referred

to as "Zhongshan Power") and Shennandian (Dongguan) Weimei Power Co., Ltd. (hereinafter referred to as "Weimei Power")

In accordance with YFH No. [2008]31 “Notice on a temporary collection for fuel gas and oil processing charges” of People's Government of

Guangdong Province and provisions of relevant documents of Price Bureau of Guangdong Province, Zhongshan Power and Weimei Power

should confirm the government subsidy when received the subsidy payments of fuel gas and oil processing charges or obtained the vouchers

related to subsidy payments of fuel gas and oil processing charges.

26. Deferred income tax asset/ deferred income tax liability

(1) Current income tax

On balance sheet date, current income tax liability (or asset) formed during and before current period will be measured as amount of income

tax payable (or repayable) as specified by tax law. Assessable income on which current income expense is based represents the profit before

tax for the year upon adjustment against relevant tax rules.

(2) Deferred income tax asset & deferred income tax liability

For balance of book value of some asset/liability item and its tax base, or temporary difference derived from balance of book value and tax

base of the item, which is not confirmed as asset or liability but tax base can be fixed as specified by tax law, deferred income tax asset &

deferred income tax liability will be confirmed in balance sheet liability approach.

Deferred income tax liabilities are not recognized for taxable temporary differences related to: the initial recognition of goodwill; and the

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initial recognition of an asset or liability in a transaction which is neither a business combination nor affects accounting profit or taxable

profit (or deductible loss) at the time of the transaction. In addition, the Group recognizes the corresponding deferred income tax liability for

taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, except when both of the following

conditions are satisfied: the Company able to control the timing of the reversal of the temporary difference; and it is probable that the

temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are not recognized for deductible temporary differences related to the initial recognition of an asset or liability in

a transaction which is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) at the time of the

transaction. In addition, the Group recognizes the corresponding deferred income tax asset for deductible temporary differences associated

with investments in subsidiaries, associates and joint ventures to the extent that it is probable that taxable profits will be available against

which the deductible temporary differences can be utilized, except when both of the following conditions are satisfied: it is not probable that

the temporary difference will reverse in the foreseeable future; and it is not probable that taxable profits will be available in the future,

against which the temporary difference can be utilized.

For deductible loss and taxation decrease which can be carried over to following fiscal year, relevant deferred income tax asset may be

confirmed subject to amount of taxable income which is likely to be acquired to deduct deductible loss and taxation decrease in the future.

On balance sheet day, those deferred income tax assets and income tax liabilities, according to the tax law, calculation will be on tax rate

applicable to retrieving period of assets or clearing of liabilities.

On balance sheet day, verification will be performed on the book value of differed income tax assets. If it is not possible to obtain enough

taxable income to neutralize the benefit of differed income tax assets, then the book value of the differed income tax assets shall be reduced.

Whenever obtaining of taxable income became possible, the reduced amount shall be restored.

(3) Income tax expenses

Income tax expense includes current income tax and deferred income tax.

Current deferred income tax and deferred income tax expenses or income shall reckoned into current gains/losses other that those current

income tax and deferred income tax with transactions and events concerned, that reckoned into shareholder’s equity directly while

recognized as other comprehensive income; and the book value of the goodwill adjusted for deferred income tax arising from enterprise

combination

(4) Offset of income tax

When the Group has a legal right to settle on a net basis and intends either to settle on a net basis or to realize the assets and settle the

liabilities simultaneously, current tax assets and current tax liabilities are offset and presented on a net basis.

When the Group has a legal right to settle current tax assets and liabilities on a net basis, and deferred tax assets and deferred tax liabilities

relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either

to settle current tax assets and liabilities on a net basis or to realize the assets and liabilities simultaneously, in each future period in which

significant amounts of deferred tax assets or liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset

and presented on a net basis.

27. Leasing

Finance lease is to virtually transfer all risks and rewards related to ownership of asset, the ownership is may transfer ultimately or not.

Leases other than finance lease are operating leases.

(1) Lease business with the Company as the rentee

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The rental is reckoned into the relevant assets cost or the current loss/gain in the straight-line method. The initial direct expenses are

reckoned into the current gain/loss, or the actual rental into the current loss/gain.

(2) Lease business with the Company as the renter

The rental is reckoned into the relevant assets cost or the current loss/gain in the linear way. The initial direct substantive expenses are

capitalized and reckoned into the current gain/loss, or the actual rental into the current loss/gain. The initial direct small expenses are

reckoned into the current actual gain/loss, or the actual rental into the current loss/gain.

(3) Financing lease business with the Group recorded as lessee

On the beginning date of the lease, the entry value of leased asset shall be at the lower of the fair value of the leased asset and the present

value of minimum lease payment at the beginning date of the lease. Minimum lease payment shall be the entry value of long-term accounts

payable, with difference recognized as unrecognized financing expenses. In addition, initial direct costs attributable to leased items incurred

during the process of lease negotiation and signing of lease agreement shall be included in the value of leased assets. The balance of

minimum lease payment after deducting unrecognized financing expenses shall be accounted for long-term liability and long-term liability

due within one year.

Unrecognized financing expenses shall be recognized as financing expenses for the current period using effective interest method during the

leasing period. Contingent rent shall be included in profit or loss for the current period at the time it incurred.

(4) Financing lease business with the Group recorded as lessor

On the beginning date of the lease, the entry value of lease receivable shall be the aggregate of minimum lease receivable and initial direct

costs at the beginning date of the lease. The unsecured balance shall be recorded. The aggregate of minimum lease receivable, initial direct

costs and unsecured balance and the different between their present value shall be recognized as unrealised financing income. The balance of

lease receivable after deducting unrecognized financing income shall be accounted for long-term debt and long-term debt due within one

year.

Unrecognized financing income shall be recognized as financing income for the current period using effective interest method during the

leasing period. Contingent rent shall be included in profit or loss for the current period

28 Other Main Accounting Policies and Estimations

Debt restructures

(1) Obligation of recording debt restructuring as debtor

For debt liquidated with cash, balance between book value of debt to be restructured and amount of actual payment will be included in

current gain and loss. On the contrary, for debt liquidated with non-cash asset, balance between book value of debt to be restructured and fair

value of non-cash asset transferred will be included in current gain and loss. Balance between fair value of non-cash asset transferred and

book value of debt to be restructured will be included in current gains and loss.

When debt is transferred to capital, balance between book value of debt to be restructured and fair value of loaner’s share derived from

disclaim will be included in current gains and loss.

When other terms of debt are modified, fair value of debt after modification will be taken as entry value of restructured debt. Balance

between book value of debt prior to restructuring and debt restructured will be included in current gain and loss.

When combination of multiple modes is applied, book value of debt to be restructured will be offset by cash for payment, fair value of

non-cash asset transferred and fair value of loaner’s share successively, then applicable method under modification mentioned above will be

applied.

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(2) Obligation of recording debt restructuring as loaner

For debt liquidated with cash, balance between book balance of credit to be restructured and cash received will be included in current gain

and loss. On the contrary, for debt liquidated with non-cash asset, balance between book balance of credit to be restructured and fair value of

non-cash asset received will be included in current gain and loss.

When debt is transferred to capital, balance between fair value of loaner’s share and book balance of credit to be restructured will be

included in current gain and loss.

When other terms of debt are modified, fair value of credit after modification will be taken as book value of credit to be restructured.

Balance between book balance of debt prior to restructuring and book value of credit restructured will be included in current gain and loss.

When combination of multiple modes is applied, book balance of credit to be restructured will be offset by cash received, fair value of]

non-cash asset received and fair value of loaner’s share successively, applicable method under modification mentioned above will be

applied.

When depreciation reserve has been accrued in credit to be restructured, accrual depreciation reserve will be offset by

balances above. Remnant after offset will be included in current gain and loss.

29. Changes of main accounting policy and accounting estimation

(1) Change of accounting policy

There was no change of accounting policy in the reporting period.

(2) Change of accounting estimation

There was no change of accounting estimation in the reporting period.

30. Major accounting judgment and estimation

When using the accounting policies discussed in note IV, the Group needs to made judgment, estimation and assumption for carrying value

of certain items which cannot be measured adequately due to inherent uncertainty of economic activities. Such judgment, estimation and

assumption are based on historical experiences of the Group’s management, together with consideration of other relevant factors. These

judgments, estimations and assumption would affect the reported amount of income, expense, asset and liability and disclosure of contingent

liabilities on balance sheet date. However, actual results resulting from the uncertainty of these estimates may differ from the current

estimation made by management of the Company, which would in turn lead to material adjustments to the carrying value of assets or

liabilities which will be affected in future.

The Group conducts regular re-review on the aforesaid judgment, estimation and assumption on a continued operation basis. If the change of

accounting estimation only affect current period, the affected amount is recognized in the period when change occurs. If the change affects

current and future periods both, the affected amount is recognized in the period when change occurs and future periods.

On balance sheet date, major aspects in the statement need to judge, estimate and consumption by the Company are as:

(1) Fixed assets are provided for depreciation by output method

The Group recognizes depreciation for unit electricity based on values of power generation machine sets, projected power sales volume and

projected net remaining value, and provides for depreciation according to depreciation of unit electricity and actual power sales volume.

Taking into account the prevailing industry policies, technologies, consumption, allocation method of power management authorities and

past experiences, and the Group management believes that it is adequate for utilization life of such power generation machine sets, projected

power sales volume, projected net remaining value and provision method for depreciation. If the future actual power sales volume differs

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substantially from the projected one, the Group would make adjustment to unit electricity depreciation, which would bring affects to the

depreciation expenses included in profit and loss for the current and future periods.

(2) The provisional estimated value of fixed assets

As for the power generation machine sets and related buildings reaching the condition for intended use, due to the long construction period

of power plant projects, high prices and long completion settlement time, they are accounted provisional based on project budget, project

pricing or project actual costs before process of project completion settlement. And upon such settlement, the Company adjusts the original

provisional value according to the actual costs. If provisional estimated values of power generation machine sets and related buildings differ

materially from the actual costs, the Company may have to make corresponding adjustments to the values of fixed assets.

(3) Provision for bad debts

The Group use allowance method to state bad debt losses according to the accounting policies of accounts receivable. Impairment of

receivables is based on the assessment of the recoverability of accounts receivable. Identification of impairment of receivables requires

management judgments and estimates. The differences between actual results and the original estimate will affect the book value of accounts

receivable as well as the recognition or reversal of provision for bad debts in the period in which the estimate is changed.

(4) Allowance for inventories

Under the accounting policies of inventories and by measuring at the lower of cost and net realizable value, the Group makes allowance for

inventories that have costs higher than net realizable value or become obsolete and slow moving. Write-down of inventories to their net

realizable values is based on the salability of the evaluated inventory and their net realizable values. Identification of inventories requires

management to make judgments and estimates on the basis of obtaining conclusive evidence, and considering the purpose of holding

inventory and the events after balance sheet date. The differences between actual results and the original estimate will affect the book value

of inventories as well as the recognition or reversal of provision for inventories in the period in which the estimate is changed.

(5) Impairment provision for non-financial non-current assets

The Company makes judgment on each balance sheet date on whether there is indication of impairment in respect of non-current assets other

than financial assets. Intangible assets with indefinite useful life shall also be further tested for impairment when there is indication of

impairment, in addition to the annual impairment test. Other non-current assets other than financial assets would be test for impairment when

there is indication showing its carrying value in not likely to be recovered.

Impairment exists when carrying value of asset or assets group is higher than recoverable amount, namely the higher of fair value less

disposal cost and present value of expected future cash flow.

The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm’s length

transaction of similar assets or observable market prices less incremental costs for disposing of the asset.

In assessing value in use, significant judgments are exercised over the asset’s production, selling price, related operating expenses and

discount rate to calculate the present value. All relevant materials which can be obtained are used for estimation of the recoverable amount,

including the estimation of the production, selling price and related operating expenses based on reasonable and supportable assumptions.

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the

cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected

future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present value of those

cash flows.

(6) Depreciation and amortisation

Assets such as investment properties, fixed assets and intangible assets are depreciated and amortised over their useful lives under straight

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line method after taking into account residual value. The estimated useful lives of the assets are regularly reviewed to determine the

depreciation and amortisation costs charged in each reporting period. The useful lives of the assets are determined based on historical

experience of similar assets and the estimated technical changes. If there have been significant changes in the factors used to determine the

depreciation or amortisation, the rate of depreciation or amortisation is revised prospectively.

(7) Deferred income tax assets

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which

the losses can be utilised. Significant management judgment is required to determine the amount of deferred income tax assets that can be

recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

(8) Early retirement pension plan and supplementary social pension plan

Expense and liability resulted from early retirement pension plan and supplementary social pension plan are determined based on a variety of

assumptions, including the discount rate, the growth rate of average medical cost, the growth rate of retired employees’ subsidies and other

factors. Differences between actual and estimated results will be recognized accordingly as current expense. Although management believes

that the assumptions are reasonable, the changes in actual empirical value and assumptions will affect the amount of expenses and the

balance of liabilities resulted from early retirement pension plan and supplementary social pension plan.

(9) Projected liability

Provision for product quality guarantee, estimated onerous contracts, and delay delivery penalties shall be recognized in terms of contract,

current knowledge and historical experience. If the contingent event has formed a practical obligation which probably results in outflow of

economic benefits from the Group, a projected liability shall be recognized on the basis of the best estimate of the expenditures to settle

relevant practical obligation. Recognition and measurement of the projected liability significantly rely on the management’s judgments

inconsideration of the assessment of relevant risks, uncertainties, time value of money and other factors related to the contingent events.

In addition, the Company would project liabilities for after-sale quality maintenance commitment provided to customers in respect of goods

sold, maintained and reconstructed by the Company. Recent maintenance experience of the Company has been considered when projecting

liabilities, while the recent maintenance experience may not reflect the future maintenance. Any increase or decrease of this provision may

affect profit or loss for future years.

V. Taxes

1. Main taxation items and its tax rate

Taxation items Tax rate

Output tax calculated based on the 6%, 11%, 13% or 17% of the taxable income, VAT based on the difference after

VAT

deducted the current input tax

Business tax Taxed by 3% and 5% of the taxable turnover

City maintenance

tax Taxed by 1% , 5% and 7% of the turnover tax actually paid

Education surtax Taxed by 3% of the turnover tax actually paid

Local education

surtax Taxed by 2% of the turnover tax actually paid

Enterprise income

tax Taxed by 16.5% to 25% of the taxable income amount (note 1)

Real estate tax As for the taxed by residual value, paid with the 1.2% of the residual value after original value deducted 30%; as for

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Taxation items Tax rate

the taxed by house rental, taxed with 12% of the rental income

Land-use tax of

town 2.5 Yuan ~ 9Yuan per square meter for the land area actually occupied

Tax by the Value-added amount from transferring state-owned land use right , landing construction and its affiliates

Land VAT

with four super-rate progressive tax rate

(Note 1) Rate for the income tax for the Company and subsidiaries as:

Taxpaying body Rate of income tax

Shenzhen Nanshan Power Co.,Ltd. (“the Company”) 25%

Shenzhen New Power Industrial Co., Ltd (“New Power Company”) 25%

Shenzhen Shennan Power Gas Turbine Engineering Technique Co., Ltd. (“Engineering Co”) 25%

Shenzhen Server Energy Co., Ltd. (“Shenzhen Server”) 25%

Shenzhen Shennan Power Environment Protection Co., Ltd(“Environment Protection Co., ”) 12.5%

Shennandian (Zhongshan) Power Co., Ltd. (“Zhongshan Power Company”) 25%

Shennandian (Dongguan) Weimei Power Company Limited (“ Weimei Power Company”) 25%

SHENNAN ENERGY (SINGAPORE) PTE LTD(“ Singapore company”) 20%

Zhongshan Shenzhong Real Estate Development Co., Ltd. (“Shen Development”) 25%

Zhongshan Shenzhong Real Estate Investment Property Co., Ltd. (“Shen Investment Property”) 25%

Zhongshan Shennandian Storage Co., Ltd. (“Shen Storage ”) 25%

HONG KONG SYNDISOME CO., LIMITED(“SYNDISOME”) 16.5%

2. Taxes preferential and approvals

Name of the Relevant regulation and Approval Approval Exemption Period of

Tax company policies basis institution documents range validity

” Notice of adjustment and

perfection on resources VAT free for

Environment Not

VAT comprehensive usage and labor Not applicable Not applicable sludge

Protection Co., applicable

VAT policy”(CS treatment

No.115[2011])

Notice on "contents of

Shenzhen

products with comprehensive Resource

Provincial

Environment utilization of resources and SGSQHBA comprehensiv 2015-8-1 to

VAT Office, SAT

Protection Co., value-added tax privilege of No.[2015]0002 e utilization 2018-7-31

(Qianhai SAT)

labour service" (CS No. [2015] of VAT refund

78)

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深圳南山热电股份有限公司 2016 年半年度报告全文

Name of the Relevant regulation and Approval Approval Exemption Period of

Tax company policies basis institution documents range validity

” Arrangement of avoidance of

Enterpri double-taxation and prevention Levy income

se of tax free in mainland China tax by 10% of Not

SYNDISOME Not applicable Not applicable

income and Hong Kong Special total share applicable

tax Administrative Region”(GSH interests

No. 884[2006])

No enterprise

income tax

Enterpri State Tax Shen Guo Sui should pay

se ’Enterprise Income Tax Law of Bureau of Nan Kou Jiao for the Not

SYNDISOME

income People’s Republic of China” Nanshan Distict Bei Zi No.: dividend applicable

tax Shenzhen [2011]0011 before 31

December

2007

Note: 1. "Notice about adjusting and improving the products with comprehensive utilization of resources and value-added tax policy of

labour service" (CS No. [2011] 115) has been abolished since July 1, 2015, the preferential policy of exempting environmental companies

from added-value tax of labour services for sludge treatment has been abolished since August 2015, and environmental companies enjoy the

drawback policy of added-value tax for comprehensive utilization of resources in accordance with the notice about printing and distributing

"contents of products with comprehensive utilization of resources and value-added tax privilege of labour service" (CS No. [2015] 78).

2. In accordance with the tax preference notification SGSSJMBA No. [2013]128 of Shenzhen Provincial Office, State Administration of

Taxation, environmental companies enjoy the preferential tax policy of two exemptions and three halve, i.e. exempting the corporate income

tax from 2012 to 2013, and halving the corporate income tax from 2014 to 2016.

VI. Annotation of the items in consolidate financial statement

With respect to the notes item (including Main item annotations of Financial Statements) disclosed below, unless

otherwise specified, “year-beginning” refers to 1 January 2016

1. Monetary fund

In RMB/CNY

Item 2016-6-30 Year-beginning balance

Cash on hand 182,118.71 190,537.37

Bank savings 1,090,492,069.20 1,014,404,258.41

Other monetary fund 20,954,533.85 12,031,684.28

Total 1,111,628,721.76 1,026,626,480.06

Including: total amount saving aboard 6,652,382.50 6,182,638.41

Note: among the above other monetary capital, there are totally 16,309,958.6 Yuan guarantee draft margin and

guarantee deposit included (on 31 December 2015: 10,300,000 Yuan).

2. Note receivable

In RMB/CNY

Item 2016-6-30 Year-beginning balance

Bank acceptance - 1,200,000.00

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深圳南山热电股份有限公司 2016 年半年度报告全文

3. Account receivable

(1) Account receivable classified according to types:

In RMB/CNY

2016-6-30

Book Balance Bad debt provision

Type Book

Proporti Amoun Proporti

Amount value

on (%) t on (%)

Account receivable with individual major amount and withdrawal bad debt 54,602,7 6,031,0 48,571,7

13.73 11.05

provision independently 86.66 21.74 64.92

Accounts receivable with minor amount and accounts receivable with major 340,992, 340,992,

85.73 - -

amount found no devaluation after individual devaluation test 145.09 145.09

Account receivable with individual minor amount but withdrawal bad debt 2,153,96 1,051,5 1,102,38

0.54 48.82

provision independently 0.71 72.48 8.23

397,748, 7,082,5 390,666,

Total 100.00 1.78

892.46 94.22 298.24

(Continued)

Year-beginning

Type Book Balance Bad debt provision

Book

Proporti Amoun Proporti value

Amount

on (%) t on (%)

Account receivable with individual major amount and withdrawal bad debt 54,602,7 6,031,0 48,571,7

13.24 11.05

provision independently 86.66 21.74 64.92

Accounts receivable with minor amount and accounts receivable with major 355,717, 355,717,

86.24 - -

amount found no devaluation after individual devaluation test 289.70 289.70

Account receivable with individual minor amount but withdrawal bad debt 2,153,96 1,051,5 1,102,38

0.52 48.82

provision independently 0.71 72.48 8.23

412,474, 7,082,5 405,391,

Total 100.00 1.72

037.07 94.22 442.85

(2) Age analysis of account receivable:

In RMB/CNY

2016-6-30 Year-beginning

Age

Amount Proportion (%) Amount Proportion (%)

Within 1year 305,198,189.13 76.73 275,368,307.23 66.76

1 to 2years 87,918,319.00 22.11 132,473,345.51 32.12

2 to 3years - - -

Over 3 years 4,632,384.33 1.16 4,632,384.33 1.12

Total 397,748,892.46 100.00 412,474,037.07 100.00

(3) Accrual for bad debt provision

① Other account receivable with individual major amount and withdrawal bad debt provision independently

In RMB/CNY

Withdrawal

Account receivable Carrying amount Bad debt provision Reasons

proportion (%)

- 90 -

深圳南山热电股份有限公司 2016 年半年度报告全文

Shenzhen Petrochemical Products

3,474,613.06 3,474,613.06 100.00 Un-collectible

Bonded Trading Co., Ltd.

Sinopec Shipping Fuel Supply Co., Litigation acceptance stage,

51,128,173.60 2,556,408.68 5.00

Ltd. caring provision

Total 54,602,786.66 6,031,021.74 11.05

② Account receivable with individual minor amount but withdrawal bad debt provision independently at period-end

In RMB/CNY

Withdrawal

Account receivable Book Balance Bad debt provision Reasons

proportion (%)

Account of engineering receivable 1,937,145.51 834,757.28 43.09 Un-collectible for overdue

Amount of oil sales receivable 146,915.10 146,915.10 100.00 Un-collectible for overdue

Amount of dry mud sales

69,900.10 69,900.10 100.00 Un-collectible for overdue

receivable

Total 2,153,960.71 1,051,572.48 48.82

(4) There are no account receivable of the shareholders or related party who hold over 5 %( 5% included) voting rights in report period.

(5)Top 5 companies in account receivables

In RMB/CNY

Proportion in total

Name of the company Relationship Amount Age account receivable

(%)

Guangdong Power Grid Company Non-related 177,554,521.78 Within 1year 44.64

Bureau of Finance of Shenzhen

Non-related 148,382,476.71 1-2 year 37.31

Municipality

Sinopec Shipping Fuel Supply Co.,

Non-related 51,128,173.60 Within 1year 12.85

Ltd.

Shenzhen Water Bureau Non-related 10,045,082.88 Within 1year 2.53

Bureau of Finance of Dongguan

Non-related 1,023,600.00 Within 1year 0.26

Municipality

Total 388,133,854.97 97.58

4. Account paid in advance

(1) Account paid in advance classified according to age:

In RMB/CNY

2016-6-30 Year-beginning

Account age

Amount Proportion (%) Amount Proportion (%)

Within 1year 12,526,478.74 99.31 168,131.80 66.05

1 to 2years 19,082.75 0.15 37,225.29 14.62

2 to 3years - - - -

Over 3 years 67,504.20 0.54 49,200.00 19.33

- 91 -

深圳南山热电股份有限公司 2016 年半年度报告全文

Total 12,613,065.69 100.00 254,557.09 100.00

(2) No shareholders’ with over 5% (including 5%) voting rights of the Company held in account paid in advance in Period

5. Other account receivable

(1) Other account receivable classified according to type:

In RMB/CNY

2016-6-30

Book Balance Bad debt provision

Type Book

Proporti Proporti

Amount Amount value

on (%) on (%)

Other account receivable with individual major amount and withdrawal bad debt 20,341, 20,341,

29.23 100.00 -

provision independently 666.46 666.46

Other accounts receivable with minor amount and accounts receivable with major 44,781, 44,781,

64.36 - -

amount found no devaluation after individual devaluation test 114.35 114.35

Other account receivable with individual minor amount but withdrawal bad debt 4,460,4 4,021,7 438,694

6.41 90.16

provision independently 50.11 56.11 .00

69,583, 24,363, 45,219,

Total 100.00 35.01

230.92 422.57 808.35

(Continued)

Year-beginning

Book Balance Bad debt provision

Type Book

Proporti Proporti

Amount Amount value

on (%) on (%)

Other account receivable with individual major amount and withdrawal bad debt 20,341, 20,341,

36.95 100.00 0.00

provision independently 666.46 666.46

Other accounts receivable with minor amount and accounts receivable with major 30,246, 30,246,

54.95 - -

amount found no devaluation after individual devaluation test 625.69 625.69

Other account receivable with individual minor amount but withdrawal bad debt 4,460,4 4,021,7 438,694

8.10 90.16

provision independently 50.11 56.11 .00

55,048, 24,363, 30,685,

Total 100.00 44.26

742.26 422.57 319.69

(2) Other account receivable classified according to age:

In RMB/CNY

2016-6-30 Year-beginning

Account age

Amount Proportion (%) Amount Proportion (%)

Within 1year 18,961,011.14 27.25 5,941,853.01 10.80

1 to 2years 969,650.00 1.39 756,215.01 1.37

2 to 3years 24,850,453.21 35.72 23,754,125.80 43.15

- 92 -

深圳南山热电股份有限公司 2016 年半年度报告全文

Over 3 years 24,802,116.57 35.64 24,596,548.44 44.68

Total 69,583,230.92 100.00 55,048,742.26 100.00

(3) Withdrawal of bad debt provision

① Other account receivable with single major amount and withdrawal bad debt provision for single item

In RMB/CNY

Withdrawal

Item Carrying amount Bad debt provision Reasons

proportion (%)

Huiyang County Kangtai

14,311,626.70 14,311,626.70 100.00 Un-collectible

Industrial Company

Shandong Jinan Power

3,560,000.00 3,560,000.00 100.00 Un-collectible

Equipment Factory

Individual income tax 2,470,039.76 2,470,039.76 100.00 Un-collectible

Total 20,341,666.46 20,341,666.46 100.00

②Account receivable with individual minor amount but withdrawal bad debt provision independently at Period-end:

In RMB/CNY

Withdrawal

Item Book Balance Bad debt provision Reasons

proportion (%)

Un-collectible for those

Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31

which was overdue

Un-collectible for those

Deposit receivable 1,312,974.95 1,312,974.95 100.00

which was overdue

Bureau of Finance of Zhongshan Un-collectible for those

219,192.00 219,192.00 100.00

Municipality which was overdue

Administrative Office of Nanshan Un-collectible for those

50,000.00 5,000.00 10.00

District Shenzhen which was overdue

Un-collectible for those

GE COMPANY 35,000.00 7,000.00 20.00

which was overdue

Un-collectible for those

Other 759,585.00 741,585.00 97.63

which was overdue

Total 4,460,450.11 4,021,756.11 90.16

(4) There are no other account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period.

(5) Account receivable from relatd parties found more in Note 9-6. Account receivable/payable with related party

(6) Top five other account receivables at year-end balance listed by arrears party

In RMB/CNY

Proportion in

Year-end balance

Name of the company Relationship Amount Duration total other

of bad debt

account

- 93 -

深圳南山热电股份有限公司 2016 年半年度报告全文

receivable (%) provision

Managed account of Huidong Server Related party 12,847,031.77 2-3 year 18.46

-

Huidong Server Harbor

Comprehensive Development Co., Related party 12,003,421.44 2-3 year 17.25

-

Ltd ( “Huidong Server”)

Within

Non-related party 3,790,975.95 5.45

Asset insurance fee 1year -

Shandong Jinan Power Equipment Over 3

Non-related party 3,560,000.00 5.12 3,560,000.00

Factory years

Bureau of Finance of Zhongshan Over 3

Non-related party 219,192.00 0.32 219,192.00

Municipality years

Total 32,420,621.16 46.59 3,779,192.00

6. Inventory

(1) Classification of inventory

In RMB/CNY

2016-6-30 Year-beginning

Item Depreciation Depreciation

Book Balance Book value Book Balance Book value

provision provision

Fuels 10,249,232.73 9,190,295.09 1,058,937.64 9,785,383.29 9,190,295.09 595,088.20

Raw materials 131,008,737.58 42,417,645.34 88,591,092.24 131,377,979.93 42,417,645.34 88,960,334.59

Development

248,880,031.71 4,690,455.68 244,189,576.03 234,664,841.89 4,690,455.68 229,974,386.21

cost

Land Space

Needed to

1,031,435,085.64 677,325,429.94 354,109,655.70 1,030,478,670.36 677,325,429.94 353,153,240.42

Development

(Note)

Total 1,421,573,087.66 733,623,826.05 687,949,261.61 1,406,306,875.47 733,623,826.05 672,683,049.42

Note: 1) The land cost for development of Shenzhong Development Co., and Shenzhong Property Investment.

2) In the balance of land space needed to development at period-end, the capitalizing loan expenses amounting to RMB 168,902,319.91 (as

at 31 December 2015: RMB 168,902,319.91). The capitalizing loan expense of this year was 0 yuan.

(2) Development cost

2016-6-30

Item

Including:the Depreciation

Book Balance Book value

capitalizing loan provision of

- 94 -

深圳南山热电股份有限公司 2016 年半年度报告全文

expenses inventory

Development cost 248,880,031.31 12,553,899.05 4,690,455.28 244,189,576.03

(Continued)

Year-beginning amount

Depreciation

Item Including: he capitalizing

Book Balance provision of Book value

loan expenses

inventory

Development cost 234,664,841.89 2,828,615.72 4,690,455.68 229,974,386.21

7. Other current assets

In RMB/CNY

Item 2016-6-30 Year-beginning balance

VAT input tax deductible 559,956,448.53 597,813,020.06

Enterprise income tax deductible 6,583,089.98 6,583,089.98

Other 30,000.00 30,000.00

Total 566,569,538.51 604,426,110.04

8. Financial assets available for sale

(1) Financial assets available for sale

In RMB/CNY

2016-6-30 Year-beginning balance

Item Depreciation Depreciation

Book Balance Book value Book Balance Book value

reserves reserves

Equity instrument available for sale 61,815,000.00 2,500,000.00 59,315,000.00 59,815,000.00 2,500,000.00 57,315,000.00

Including: measured by cost 61,815,000.00 2,500,000.00 59,315,000.00 59,815,000.00 2,500,000.00 57,315,000.00

Total 61,815,000.00 2,500,000.00 59,315,000.00 59,815,000.00 2,500,000.00 57,315,000.00

In RMB/CNY

Book Balance Depreciation reserves

Investee company

+,

Year-begin +,- 2016-6-30 Year-begin 2016-6-30

-

57,315,000.0 2,000,000.0 59,315,000.0

CPI Jiangxi Nuclear Power Co., Ltd. - - -

0 0 0

Shenzhen Petrochemical Products Bonded Trading Co., 2,500,000.0 2,500,000.0

2,500,000.00 - 2,500,000.00 -

Ltd. 0 0

59,815,000.0 2,000,000.0 61,815,000.0 2,500,000.0 2,500,000.0

Total -

0 0 0 0 0

- 95 -

深圳南山热电股份有限公司 2016 年半年度报告全文

Continued

Investee company Shareholding ratio in investee company(%) Cash bonus

CPI Jiangxi Nuclear Power Co., Ltd. 5.00

-

Shenzhen Petrochemical Products Bonded Trading Co., Ltd. 4.00

-

9. Long-term equity investment

+,-

Investment Year-end balance

Year-beginning

Investee company gains/losses 2016-6-30 of depreciation

balance Other

recognized by reserves

equity method

Affiliated business

Huidong Server(Note) 22,520,274.78 -1,082,859.84 - 21,437,414.94 -

Total 22,520,274.78 -1,082,859.84 - 21,437,414.94 -

Note: up to 30 June 2016, 20% equity of the Huidong Server was pledged to Jiahua Building Product (Shenzhen) Co., Ltd. with 2-year term;

found more in Note VI-25. Accrual liability.

- 96 -

深圳南山热电股份有限公司 2016 年半年度报告全文

10. Investment real estate

In RMB/CNY

Item House, buildings Land use right Construction in process Total

I. Original book value

1. Year-beginning balance 9,708,014.96 - - 9,708,014.96

2.Current increased - - - -

3.Current decreased - - - -

4. Balance on 30 June 2016 9,708,014.96 - - 9,708,014.96

II. accumulated depreciation and accumulated amortization -

1. Year-beginning balance 6,513,299.45 - - 6,513,299.45

2. Current increased 98,068.80 - - 98,068.80

(1) accrual or amortization 98,068.80 - - 98,068.80

3. Current decreased - - - -

4. Balance on 30 June 2016 6,611,368.25 - - 6,611,368.25

III. depreciation provision -

1. Year-beginning balance - - - -

2. Current increased - - - -

3.Current decreased - - - -

4. Balance on 30 June 2016 - - - -

IV. Book value -

1. Balance on 30 June 2016 3,096,646.71 - - 3,096,646.71

2. Year-begin book value 3,194,715.51 - - 3,194,715.51

11. Fixed assets

In RMB/CNY

House and Machinery Transportati

Item Other equipment Total

buildings equipment on tools

I. Original book value

4,024,735,303 27,098,867. 4,553,563,851

1. Year-beginning balance 451,404,394.88 50,325,285.65

.81 59 .93

2. Current increased

(1) Purchase - 222,394.85 48,000.00 419,468.90

149,074.05

(2) Construction in process

311,965.81 6,202,846.16 - 23,500.00 6,538,311.97

transfer-in

(3) increased by enterprise

combination

3. Current decreased

- 97 -

深圳南山热电股份有限公司 2016 年半年度报告全文

(1) Disposal or scrap 11,794.87 78,651.00 2,178,337.77 2,268,783.64

4,031,148,749 27,068,216. 4,558,252,849

4. balance dated 30 June 2016 451,716,360.69 48,319,521.93

.95 59 .16

II. Accumulated depreciation

2,423,152,082 22,460,764. 2,743,332,616

1. Year-beginning balance 256,597,717.49 41,122,051.94

.73 48 .64

2. Current increased

(1) accrual 6,844,464.57 54,676,855.55 410,741.41 458,473.39 62,390,534.92

3. Current decreased

(1) Disposal or scrap 10,615.38 70,785.90 1,983,772.88 2,065,174.16

2,477,818,322 22,800,719. 2,803,657,977

4. balance dated 30 June 2016 263,442,182.06 39,596,752.45

.90 99 .40

III. impairment provision

126,472,148.7 142,737,151.8

1. Year-beginning balance 15,902,481.55 236,722.13 125,799.41

8 7

2. Current increased

(1) accrual

3. Current decreased

(1) Disposal or scrap

126,472,148.7 142,737,151.8

4. balance dated 30 June 2016 15,902,481.55 236,722.13 125,799.41

8 7

IV. Book value

1,426,858,278 4,030,774.4 1,611,857,719

1. balance dated 30 June 2016 172,371,697.08 8,596,970.07

.27 7 .89

1,475,111,072 4,401,380.9 1,667,494,083

2. Year-begin book value 178,904,195.84 9,077,434.30

.30 8 .42

- 98 -

深圳南山热电股份有限公司 2016 年半年度报告全文

12. Construction in process

(1) Construction in process

In RMB/CNY

2016-6-30 Year-beginning

Item

Book Balance Impairment provision Net book value Book Balance Impairment provision Net book value

Oil to Gas Works 32,871,600.26 32,871,600.26 - 32,871,600.26 32,871,600.26 -

Cogeneration of heat and electricity Project 8,308,828.61 - 8,308,828.61 7,272,947.48 - 7,272,947.48

Others 916,214.01 - 916,214.01 1,200,329.42 - 1,200,329.42

Total 42,096,642.88 32,871,600.26 9,225,042.62 41,344,877.16 32,871,600.26 8,473,276.90

(2) Changes of significant projects in construction

In RMB/CNY

Transferred fixed assets

Projects Budget Year-beginning Increase of this year Other decrease 2016-6-30

in this year

Oil to Gas Works 74,400,000.00 32,871,600.26 32,871,600.26

Cogeneration of heat and electricity Project 70,000,000.00 7,272,947.48 1,035,881.13 8,308,828.61

Others - 6,254,196.56 6,254,196.56 0.00

Total 1,200,329.42 284,115.41 916,214.01

(3) Construction in process Impairment provision

In RMB/CNY

Item Year-beginning Increase of this year Decrease of this year 2016-6-30 Reasons of accrual

Oil to Gas Works 32,871,600.26 - - 32,871,600.26 In idle condition

99

深圳南山热电股份有限公司 2016 年半年度报告全文

13. Intangible assets

In RMB/CNY

Item Land use right Software Total

I. Original book value

1. Year-beginning balance 91,253,625.27 3,745,009.85 94,998,635.12

2. Current increased -

(1) purchase - 15,000.00 15,000.00

3. Current decreased -

(1) diposal - - -

4. balance dated 30 June 2016 91,253,625.27 3,760,009.85 95,013,635.12

II. accumulated amortization

1. Year-beginning balance 38,013,098.05 3,184,061.26 41,197,159.31

2. Current increased -

(1) accrual 1,155,494.52 216,292.11 1,371,786.63

3. Current decreased -

(1) disposal - - -

4. balance dated 30 June 2016 39,168,592.57 3,400,353.37 42,568,945.94

III. Impairment provision

1. Year-beginning balance - - -

2. Current increased

3. Current decreased

4. balance dated 30 June 2016 - - -

IV. Book value

1. balance dated 30 June 2016 52,085,032.70 359,656.48 52,444,689.18

2. Year-begin book value 53,240,527.22 560,948.59 53,801,475.81

14. Deferred income tax assets

In RMB/CNY

Item 2016-6-30 Year-beginning

Deferred income tax assets:

100

深圳南山热电股份有限公司 2016 年半年度报告全文

Bad debt provision of account receivable 1,122,808.87 1,122,808.87

Other provision for bad debts of accounts receivable 185,396.25 185,396.25

Staff salary payable 830,621.00 830,621.00

Provision for devaluation of long-term equity investment 625,000.00 625,000.00

Others 141,942.57 141,942.57

Total 2,905,768.69 2,905,768.69

15.Other non-current assets

In RMB/CNY

Item 2016-6-30 Year-beginning

PROJECT OF LNG (Note) 22,882,181.78 22,882,181.78

Note: the project was jointly constructed by Weimei Power Company and Guangdong Dapeng Liquid Natural Gas Co.,

Ltd.(hereinafter referred to as Dapeng LNG). According to the contract signed between the two parties, before the project involved

by this construction acquired approval from the relevant national authorities, the ownership belongs to both parties. After such

approval, Dapeng LNG will acquire LNG project. Thus, Weimei Power Company recorded it under the item of “other non-current

assets”.

16. Short-term loans

In RMB/CNY

Item 2016-6-30 Year-beginning

Guarantee loans 416,804,173.08 361,300,000.00

Credit loans 1,494,000,000.00 2,024,000,000.00

Total 1,910,804,173.08 2,385,300,000.00

17. Note payable

In RMB/CNY

Classification 2016-6-30 Year-beginning

Trade acceptance 347,664,067.79 290,000,000.00

Bank acceptance 50,000,000.00 50,000,000.00

Total 397,664,067.79 340,000,000.00

18. Account payable

(1) Details of account payable:

In RMB/CNY

Item 2016-6-30 Year-beginning balance

101

深圳南山热电股份有限公司 2016 年半年度报告全文

Natural gas 64,316,998.52 21,979,035.90

Materials 1,832,471.53 7,969,367.98

Electricity 982,048.59 782,677.40

Engineering funds 3,181,536.42 7,051,271.55

Others 618,835.69 232,376.39

Total 70,931,890.75 38,014,729.22

(2)There is no fund of shareholders with 5 %( including 5%) or more of the voting shares in the Group in the report period.

19. Account received in advance

In RMB/CNY

Item 2016-6-30 Year-beginning

Loan - 58,575.45

Total - 58,575.45

20. Wages payable

(1) Wages payable

In RMB/CNY

Decrease this

Item Year-beginning balance Increase this year 2016-6-30

year

I. Short-term remuneration 43,933,162.23 62,351,840.75 62,442,070.98 43,842,932.00

II. Post-employment welfare-defined

3,588,548.61 7,037,305.03 6,788,606.21 3,837,247.43

contribution plans

III. Severance Pay - - - -

IV. Other welfare due within one year - - - -

Total 47,521,710.84 69,389,145.78 69,230,677.19 47,680,179.43

(2) Short-term remuneration

In RMB/CNY

Decrease this

Item Year-beginning balance Increase this year 2016-6-30

year

1. Wages, bonuses, allowances and

42,093,605.46 50,931,010.14 51,772,315.21 41,252,300.39

subsidies

2. Welfare for employee - 110,320.00 110,320.00 -

3. Social insurance 130,591.64 3,255,477.48 3,028,435.10 357,634.02

102

深圳南山热电股份有限公司 2016 年半年度报告全文

Including: Medical insurance 105,198.12 2,903,928.30 2,717,355.48 291,770.94

Work injury insurance 10,794.79 247,345.02 228,928.34 29,211.47

Maternity insurance 14,598.73 104,204.16 82,151.28 36,651.61

4. . Housing provident fund 368,027.68 7,294,619.31 6,814,956.90 847,690.09

5. Union funds and staff education

1,340,937.45 760,413.82 716,043.77 1,385,307.50

expenses

Total 43,933,162.23 62,351,840.75 62,442,070.98 43,842,932.00

(3) Defined contribution plans

In RMB/CNY

Decrease this

Item Year-beginning balance Increase this year 2016-6-30

year

1. Basic Endowment insurance 259,050.33 6,924,129.67 6,678,883.57 504,296.43

2. Unemployment insurance 7,056.28 113,175.36 109,722.64 10,509.00

3. Enterprise annuities 3,322,442.00 0.00 0.00 3,322,442.00

Total 3,588,548.61 7,037,305.03 6,788,606.21 3,837,247.43

21. Taxes payable

In RMB/CNY

Item 2016-6-30 Year-beginning

VAT 4,507,437.03 4,017,606.83

Business tax 127,922.08 1,524,768.70

Enterprise income tax 352,376.21 1,158,352.34

Individual income tax 2,981,971.77 1,437,961.50

Land-use tax of town 464,871.05 2,476,219.87

Real estate tax 1,386,357.26 2,148,885.14

Others 302,008.73 680,691.47

Total 10,122,944.13 13,444,485.85

22. Interest payable

In RMB/CNY

Item 2016-6-30 Year-beginning

Long-term loan interest of installment and interest charges 1,283,472.22 1,091,270.14

Interest payable of short-term loan 70,946,711.24 62,050,779.67

103

深圳南山热电股份有限公司 2016 年半年度报告全文

Total 72,230,183.46 63,142,049.81

23. Other account payable

In RMB/CNY

Item 2016-6-30 Year-beginning

Loan (note) 280,495,875.99 280,495,875.99

Project expense 29,197,478.78 31,054,000.75

Quality guarantee deposit 9,568,868.86 6,226,638.33

Equipment amount 2,419,449.33 6,178,674.04

Materials funds 406,850.01 1,159,289.75

Land use right charge 532,838.78 1,065,676.50

Fund of the Board 596,720.27 567,770.27

Other 40,461,648.23 45,178,247.61

Total 363,679,730.25 371,926,173.24

Note : represented the amounts borrowed by Shenzhong Development Company from Xingzhong Group with the land use right and

fixed assets owned by it as the pledge and represented the amounts borrowed by Shenzhong Development Company from the

Treasury bureau of Zhongshan city.

24. Long-term loans

In RMB/CNY

Item 2016-6-30 Year-beginning

Mortgage loan 111,000,000.00 91,000,000.00

Guarantee loans 390,400,000.00 250,000,000.00

Credit loans 680,000,000.00 355,000,000.00

Less: Long-term loans due within one year 179,000,000.00 -

Total 1,002,400,000.00 696,000,000.00

25. Accrued liabilities

In RMB/CNY

Current

Item Year-beginning Current increased Balance dated 30 June 2016

decreased

Guarantee offering outside 27,100,000.00 - - 27,100,000.00

Note: On 29 November 2013, Shenzhen Server and Jiahua Building Products (Shenzhen) Co., Ltd. (Jiahua Building) signed a

supplementary term aiming at equity transfer over equity attribution and division of Yapojiao Dock, which belongs to Shenzhen

104

深圳南山热电股份有限公司 2016 年半年度报告全文

Server, Huidong Server, and Huidong Nianshan Town Government as well as its subordinate Nianshan Group. In order to solve this

remaining historic problem, Shenzhen Server saved RMB 12,500,000.00 in condominium deposit account as guarantee. In addition,

Server pledged its 20% of equity holding from Huidong Server to Jiahua Architecture with pledge duration of 2 years. The amount of

collateral on loans could not exceed RMB 15,000,000.00. Relevant losses with the event concerned predicted amounting to

RMB27,100,000.00 by the Group up to 30 June 2016.

26. Deferred income

In RMB/CNY

Item Content 2016-6-30 Year-beginning

Government grants Government grants with assets-concerned 46,755,614.32 48,435,206.35

Including the deferred income:

In RMB/CNY

Amount

Assets

Year-beginning Subsidies reckoned in Other

Item 2016-6-30 related/income

balance increased non-operation changes

related

revenue

Subsidy for

energy-saving 6,124,465.53 - 180,209.91 - 5,944,255.62 Assets related

technology reform

Treasury subsidies for

3,846,250.00 - 127,500.00 - 3,718,750.00 Assets related

sludge drying

Support fund of

recycling economy for 10,039,285.23 - 323,501.46 - 9,715,783.77 Assets related

sludge drying

Subsidy for project of

low-nitrogen

transformation for 28,093,833.07 - 1,276,992.42 - 26,816,840.65 Assets related

welcoming the

Universiade

Support fund of 331,372.52 - 30,588.24 - 300,784.28 Assets related

105

深圳南山热电股份有限公司 2016 年半年度报告全文

enterprise

informationalization

Subsidy for promotion

of energy efficiency of 259,200.00 - 259,200.00

electric machine

Total 48,435,206.35 259,200.00 1,938,792.03 - 46,755,614.32

27. Share capital

In RMB/CNY

Changes in this year(+ -)

Year-beginning New Capitalizing

Item Bonus Balance dated 30 June 2016

balance shares from Other Subtotal

shares

issued reserves

Total shares 602,762,596.00 - - - - - 602,762,596.00

28. Capital reserve

In RMB/CNY

Item Year-beginning balance Increase in the year Decrease in the year Balance dated 30 June 2016

Capital premium 233,035,439.62 - - 233,035,439.62

Other capital surplus 129,723,114.59 12,367.89 - 129,735,482.48

Total 362,758,554.21 12,367.89 - 362,770,922.10

29. Surplus reserve

In RMB/CNY

Item Year-beginning balance Increase in the year Decrease in the year Balance dated 30 June 2016

Legal surplus reserve 310,158,957.87 - - 310,158,957.87

Discretionary surplus reserve 22,749,439.73 - - 22,749,439.73

Total 332,908,397.60 - - 332,908,397.60

30. Retained profit

In RMB/CNY

Item Current period Last year

Retained profit of last year before adjusted -662,422,848.24 -27,799,181.18

Total retained profit adjusted (increased with +, decreased with -) - -

106

深圳南山热电股份有限公司 2016 年半年度报告全文

Retained profit at beginning of the year after adjusted -662,422,848.24 -27,799,181.18

Add: net profit attributable to shareholders of parent company -56,454,746.24 -634,623,667.06

Retained profit at period-end -718,877,594.48 -662,422,848.24

31. Operating income, operating cost

In RMB/CNY

Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Item

Income Cost Income Cost

Main business 696,432,490.71 639,919,822.75 649,768,357.04 746,631,864.79

Other business 1,255,776.37 - 788,880.14 275,907.07

Total 697,688,267.08 639,919,822.75 650,557,237.18 746,907,771.86

32. Operating tax and surcharge

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Business tax 2,293,256.16 3,120,482.66

City maintenance tax 588,923.60 218,481.87

Others 218,106.29 162,614.49

Total 3,100,286.05 3,501,579.02

33. Management expenses

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Salary 18,521,671.62 18,273,577.39

Taxes 1,732,410.66 2,042,357.27

Leasing expenses 3,059,267.02 2,691,565.32

Entertainment expense 2,291,471.63 1,426,673.40

Expenses for agency appointment 1,431,405.29 2,127,655.45

Vehicles expenses 1,787,476.46 2,094,377.74

Expenses from the Board 831,272.04 690,280.07

Housing fund 1,631,837.77 1,418,120.32

Depreciation expense 1,393,866.06 1,331,600.58

Amortization of intangible assets 996,580.98 1,728,910.98

107

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Specific expenses 725,901.21 191,324.51

Environmental expense 881,445.19 852,813.80

Sundry expenses 1,513,103.98 1,359,981.23

Expenses for enterprise culture 206,852.84 559,909.00

Property expense 440,711.08 519,750.52

Office expenses 222,645.08 209,775.39

Endowment insurance 1,939,815.87 1,671,242.45

Communication charge 656,333.14 668,438.64

Business traveling charge 315,788.30 341,368.12

Stock charge 364,249.31 269,820.00

Health insurance 803,609.31 808,325.91

Labor-union expenditure 391,539.68 371,231.19

Personnel education 248,847.24 80,481.35

Other 2,289,002.77 1,481,054.44

Total 44,677,104.53 43,210,635.07

34. Financial expenses

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Interest expenditure 99,068,132.04 117,842,846.34

Less : interest income 3,436,770.19 3,429,481.88

Exchange gains/losses 142,337.41 -22,875.76

Others 674,956.86 1,461,045.23

Total 96,448,656.12 115,851,533.93

35. Investment income

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Income of long-term equity investment measured by

-1,082,859.84 -883,344.35

equity method

Investment income from the disposal of long-term equity

- -

investment

Subtotal -1,082,859.84 -883,344.35

36.Non-operating income

In RMB/CNY

108

深圳南山热电股份有限公司 2016 年半年度报告全文

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Government grants 9,839,892.03 89,733,937.14

Natural gas import VAT refund - 43,717,420.50

Profits of disposal of he non-current assets - 36,000.00

Others 1,981,448.64 201,892.66

Total 11,821,340.67 133,689,250.30

Government grants :

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Income from fuel subsidies - 87,918,336.36

Subsidies income of fuel processing fee (Note) 7,901,100.00 -

Subsidy for project of low-nitrogen transformation for

1,276,992.42 1,276,992.46

welcoming the Universiade

Support fund of enterprise informationalization 30,588.24 30,588.20

Subsidy for energy-saving technology reform 180,209.91 57,018.66

Government bond subsidy for sludge drying 127,500.00 127,500.00

Support fund of recycling economy for sludge drying 323,501.46 323,501.46

Total 9,839,892.03 89,733,937.14

Note: The subsidy of gas & fuel processing required by Weimei Power and Zhongshan Power according to the regulation of Yue Fa

Gai Price [2016] No. 221 Accouncement of Gas& Fuel Processing Subsidy for Jan. – Sept. of 2015

37. Non-operating expense

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Expenses from external donation 20,000.00 10,000.00

Total loss from disposal of non-current assets 203,276.08 18,676.42

Including: Gains and loss of disposal of fixed assets 203,276.08 18,676.42

Others - 84.11

Total 223,276.08 28,760.53

38. Income tax expenses

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

109

深圳南山热电股份有限公司 2016 年半年度报告全文

Current income tax measured by tax laws and

1,085,010.53 488,647.17

relevant regulations

39. Item of cash flow statement

(1) Cash received with other operating activities concerned

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Natural gas import refunds received - 42,571,847.87

Fuels subsidy income 143,718,571.29 353,732,500.00

Others 16,349,474.99 20,344,997.85

Total 160,068,046.28 416,649,345.72

(2) Cash paid for other operating activities

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Expense on agency appointment 1,431,405.29 2,127,655.45

Board expenses 831,272.04 690,280.07

Leasing expense 3,499,978.10 3,211,315.84

Entertainment expense 2,291,471.63 1,426,673.40

Motorcade charge 1,787,476.46 2,094,377.74

Corporate culture fee 206,852.84 559,909.00

Communication fee 656,333.14 668,438.64

Environmental protection fees 881,445.19 852,813.80

Others 14,614,204.60 20,249,405.22

Total 26,200,439.29 31,880,869.16

(3) Cash received from other financing activities

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Received deposit 5,300,000.00 0.00

(4) Cash piad for other financing activities

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

110

深圳南山热电股份有限公司 2016 年半年度报告全文

Paid deposit 11,309,958.60 0.00

40. Supplementary information on cash flow statement

(1) Regulate the net profit into the cash flow of operating activities

In RMB/CNY

Supplementary information Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

1. Regulate the net profit into the cash flow of operating

activities

Net profit -79,480,798.41 -128,809,496.06

Add: Asset impairment provision - -

Depreciation of fixed assets 60,423,429.56 60,736,817.30

Amortization of long-term deferred expenses 1,371,786.63 1,368,925.51

Loss from disposing fixed assets, intangible assets and other

203,276.08 17,323.58

long-term assets (income listed with “-“)

Financial expenses (income) 93,011,885.93 112,422,052.05

Investment loss (income) 1,082,859.84 883,344.35

Decrease of inventory (increased) -15,266,212.19 12,440,648.82

Decrease of receivable operating items (increased) 25,688,718.89 153,511,662.92

Increase of payable operating items (decreased) 96,645,329.00 106,284,020.72

Net cash flow from operation activities 183,680,275.33 318,855,299.19

2. Major investment and financing activities not involving cash

income and expenditure:

3. Net change of cash and cash equivalents:

Year-end balance of cash and cash equivalent 1,095,318,763.16 859,990,106.12

Less: Year-beginning balance of cash and cash equivalent 1,016,326,480.06 568,494,957.02

Net increase of cash and cash equivalents 78,992,283.10 291,495,149.10

(2) Composition of cash and cash equivalent

In RMB/CNY

Item Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

I. cash 1,095,318,763.16 859,990,106.12

Including: Cash on hand 182,118.71 177,656.64

Bank savings available for payment needed 1,090,492,069.20 859,130,274.52

111

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Other monetary capital available for payment needed 4,644,575.25 682,174.96

II. Cash equivalent

III. Balance of cash and cash equivalent at period-end 1,095,318,763.16 859,990,106.12

41. Foreign currency

In RMB/CNY

Item Balance of foreign currency at 30 June 2016 Conversion rate Balance of RMB converted at 30 June 2016

Monetary fund

Including: USD 932,972.45 6.631 6,186,911.94

Euro 1,017.87 7.375 7,507.24

HKD 790,706.69 0.855 675,813.02

SGD 8,879.81 4.924 43,723.30

VII. Change of consolidate scope

There are no changes in consolidated scope.

VIII. Equity in other entity

1. Equity in subsidiaries

Main operation Registration Business Shareholding

Subsidiary Acquired way

place place nature ratio (%)

Shenzhen Server(Note) Shenzhen Shenzhen Trading 50 Establishment

Power

New Power Shenzhen Shenzhen 100 Establishment

generation

Power

Zhongshan Power Zhongshan Zhongshan 80 Establishment

generation

Engineering

Engineering Co., Shenzhen Shenzhen 100 Establishment

consulting

Power

Weimei Power Dongguan Dongguan 70 Establishment

generation

Environment Protection

Shenzhen Shenzhen Engineering 100 Establishment

Co.,

SINGAPORE LTD Singapore Singapore Trading 100 Establishment

Shen Development Zhongshan Zhongshan Real estate 75 Not under the same control

112

深圳南山热电股份有限公司 2016 年半年度报告全文

development

Real estate

Shen Investment Property Zhongshan Zhongshan 75 Not under the same control

development

Shen Storage Zhongshan Zhongshan Storage 80 Establishment

Import &

SYNDISOME Hong Kong Hong Kong 100 Not under the same control

export trading

Note : The Company holds 50% equity of Shenzhen Server, and takes majority voting rights in Shenzhen Server, thus, the Company

owes substantial control; Shenzhen Server included in the consolidate scope of the financial statement.

2. Equity in joint venture and cooperative enterprise

Main operation Registered Business Share-holding ratio (%)

Name Accounting treatment

place place nature

Directly Indirectly

Huidong Server Huizhou Huizhou Wharf 40 Equity method

Note: On 9th December 2013, controlling subsidiary of the Company Shenzhen Server holds 60% equity of Huidong Server, on date

when control rights loss, rests of the 40% equity of Huidong Server held by Shenzhen Server are measure again by appraisal value.

IX. Related party and related transactions

1. Parent company of the Group

Share holding proportion of any shareholder of the Company didn't reach 50%, and couldn't form a holding relationship of the

Company through any methods. The Company has no parent company.

2. Subsidiaries of the Company

Found more in 1. Equity in subsidiary in Note VIII.

3. Joint venture and affiliated enterprise of the Group

Found more in 2. Equity in joint venture or affiliate business in Note VIII.

4. Other related part

Other related party Relationship with the Company Organization code

Shenzhen Energy Group Co., Ltd. (“Energy Shareholders have major influence on the

19218918-5

Group ”) Company

Dongguan Weimei Ceramics Industrial Park Co.,

Minority shareholders of the subsidiaries 72919361X

Ltd. (” Weimei Ceramics”)

113

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Zhongshan Xingzhong Group Co., Ltd.(”

Minority shareholders of the subsidiaries 733112675

XINGZHONG GROUP”)

Shenzhen Mawan Powr Co., Ltd. (“Mawan Power Subsidiary of ultimate controller of

618816706

Company”)

Energy Group

Shenzhen Moon Bay Oil Harbour Co., Ltd. Subsidiary of ultimate controller of

618849428

(“Moon Bay Oil Company”)

Energy Group

Shenzhen Energy Group Holding Co., Ltd. (” Subsidiary of ultimate controller of

19224115-8

Energy Holding”)

Energy Group

Shenzhen Pipe Energy Technology Development

Others Related party 77877487-5

Co., ltd. (“Pipe Technology”)

Director of the Company and other senior

Key management staff Not applicable

executives

5. Related Transactions

(1) Lending money of related party

In RMB/CNY

Related party Amount of lending money Commencement date Maturity Date Note

Borrowing:

Xingzhong Group 125,316,816.85 2016.01.01 2016.12.31 Renewal

Xingzhong Group 14,335,291.80 2016.01.01 2016.12.31 Renewal

Xingzhong Group 2,500,000.00 2016.01.01 2016.12.31 Renewal

Xingzhong Group 16,250,000.00 2016.01.01 2016.12.31 Renewal

Xingzhong Group 23,750,000.00 2016.01.01 2016.12.31 Renewal

Xingzhong Group 74,022,567.34 2015.07.01 2016.07.01 Renewal

(2) Fund occupation expenses

In RMB/CNY

Amount in Jan.-Jun. 2016 Amount in Jan.-Jun. 2015

Proportion in Proportion in

Price

Transaction Transaction amount of amount of

Related party setting

type content Amount similar Amount similar

principal

transaction transaction

(%) (%)

Xingzhong Interest

Fund Note 9,065,737.12 100.00 9,015,925.40 100.00

Group occupation expenses

114

深圳南山热电股份有限公司 2016 年半年度报告全文

expenses

Note: payment for the use of state funds is calculated according to loan rate of current capital of peer banks.

6. Account payable/receivable from related parties

(1) Item receivable

In RMB/CNY

Amount dated 30 June 2016 Year-begin balance

Item Book balance Bad debt Book balance Bad debt

provision provision

Other account receivable:

Huidong Server 12,003,421.44 - 11,822,401.44 -

Huidong Server managed account 12,847,031.77 - 12,739,493.82 -

Total 24,850,453.21 - 24,561,895.26 -

(2) Item payable

In RMB/CNY

Item Amount dated 30 June 2016 Year-begin balance

Other account payable:

Xingzhong Group 256,174,675.99 256,174,675.99

Interest payable:

Xingzhong Group 36,307,636.78 27,241,899.66

X. Commitment

1. Major commitment

Till the balance sheet day, the condition of irrevocable operating lease contract the Group externally signed is as follow:

In RMB/CNY

Item 2016-6-30 Year-beginning

Minimum lease payments of irrevocable operating lease:

The first year after balance sheet day 1,588,216.50 3,728,646.50

The second year after balance sheet day 1,504,396.50 1,504,396.50

The third year after balance sheet day 1,517,717.46 1,504,396.50

Subsequent years 60,534,263.79 61,299,783.00

115

深圳南山热电股份有限公司 2016 年半年度报告全文

Total 65,144,594.25 68,037,222.50

2. Contingency

Up to 30th June 2016, the Company has no important contingency that need to disclosed

XI. Events Occurring after the Balance Sheet Date

The Company has no events occurring after balance sheet date that need to disclosed up to 30th June 2016.

XII. Other important events

The Company has no other important events that need to disclosed up to to 30th June 2016.

XIII. Note to items of financial statements of the Parent Company

1. Account receivable

(1) Accounts receivable classifying according to the category:

In RMB/CNY

2016-6-30

Bad debt

Category Book Balance provision Book

Proporti Am Proporti value

Amount

on(%) ount on(%)

Account receivable with individual major amount and withdrawal bad debt

- - - - -

provision independently

Accounts receivable with minor amount and accounts receivable with major 244,873, 244,873,

100.00 - -

amount found no devaluation after individual devaluation test 310.69 310.69

Account receivable with individual minor amount but withdrawal bad debt

- - - - -

provision independently

244,873, 244,873,

Total 100.00 - -

310.69 310.69

(Continued)

Category Year-beginning

116

深圳南山热电股份有限公司 2016 年半年度报告全文

Bad debt

Book Balance provision Book

Proporti Am Proporti value

Amount

on(%) ount on(%)

Account receivable with individual major amount and withdrawal bad debt

- - - - -

provision independently

Accounts receivable with minor amount and accounts receivable with major 309,114, 309,114,

100.00 - -

amount found no devaluation after individual devaluation test 888.65 888.65

Account receivable with individual minor amount but withdrawal bad debt

- - - - -

provision independently

309,114, 309,114,

Total 100.00 - -

888.65 888.65

(2) Age analysis of account receivable:

In RMB/CNY

2016-6-30 Year-beginning

Age

Amount Proportion (%) Amount Proportion (%)

Within 1year 156,922,102.69 64.08 177,333,799.65 57.37

1 to 2years 87,948,319.00 35.92 131,778,200.00 42.63

2 to 3years - - - -

Over 3 years 2,889.00 0.00 2,889.00 -

Total 244,873,310.69 100.00 309,114,888.65 100.00

(3) There are no account receivable of the shareholders who hold over 5 %( 5% included) voting rights in report period.

(4) Main amount of Account receivable

In RMB/CNY

Relationship with the Proportion in total account

Name of the company Amount Age

Company

receivable (%)

Bureau of Finance of Shenzhen 148,382,476 Within 1-2

Government institution 60.60

Municipality .71 year

96,487,944. Within

Guangdong Power Grid Company The 3rd party 39.40

98 1year

244,870,421

Total 100.00

.69

2. Other account receivable

(1) Other account receivable classified according to type:

117

深圳南山热电股份有限公司 2016 年半年度报告全文

In RMB/CNY

2016-6-30

Book Balance Bad debt provision

Category Book

Proport Proport

value

Amount ion (%) Amount ion (%)

Other account receivable with individual major amount and withdrawal bad 921,478, 589,863 331,615,

49.98 64.01

debt provision independently 861.10 ,195.84 665.26

Other accounts receivable with minor amount and accounts receivable with 918,651, 918,651,

49.83 - -

major amount found no devaluation after individual devaluation test 522.69 522.69

Other account receivable with individual minor amount but withdrawal bad 3,396,67 3,048,9 347,694.

0.18 89.76

debt provision independently 3.11 79.11 00

1,843,52 592,912 1,250,61

Total 100.00 32.16

7,056.90 ,174.95 4,881.95

(Continued)

Year-beginning

Book Balance Bad debt provision

Category Book

Proport Proport

value

Amount ion (%) Amount ion (%)

Other account receivable with individual major amount and withdrawal bad 921,478, 589,863 331,615,

49.72 64.01

debt provision independently 861.10 ,195.84 665.26

Other accounts receivable with minor amount and accounts receivable with 928,655, 928,655,

50.10 - -

major amount found no devaluation after individual devaluation test 830.83 830.83

Other account receivable with individual minor amount but withdrawal bad 3,396,67 3,048,9 347,694.

0.18 89.76

debt provision independently 3.11 79.11 00

1,853,53 592,912 1,260,61

Total 100.00 31.99

1,365.04 ,174.95 9,190.09

(2) Other account receivable classified according to age:

In RMB/CNY

2016-6-30 Year-beginning

Age

Amount Proportion (%) Amount Proportion (%)

Within 1year 1,085,070,521.37 58.86 1,103,554,538.35 59.54

1 to 2years 295,858,143.53 16.05 295,858,143.53 15.96

2 to 3years 172,621,681.78 9.36 172,621,681.78 9.31

Over 3 years 289,976,710.22 15.73 281,497,001.38 15.19

Total 1,843,527,056.90 100.00 1,853,531,365.04 100.00

(3) Accrual for bad debt provision

118

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①Other account receivable with single major amount and withdrawal bad debt provision for single item

In RMB/CNY

Accruing

Other account receivable Book amount Bad debt provision Accrual reason

proportion(%)

Huiyang County Kangtai Industrial Company 14,311,626.70 14,311,626.70 100.00 Un-recover

Individual income tax 2,470,039.76 2,470,039.76 100.00 Un-recover

Un-recover the total

Shen Development Company 904,697,194.64 573,081,529.38 63.35

amount

Total 921,478,861.10 589,863,195.84 64.01

②Other account receivable with individual minor amount but withdrawal bad debt provision independently:

In RMB/CNY

Accruing

Other account receivable Book Balance Bad debt provision

proportion(%)

Dormitory amount receivable 2,083,698.16 1,736,004.16 83.31

Deposit receivable 1,312,974.95 1,312,974.95 100.00

Total 3,396,673.11 3,048,979.11 89.76

(4) Receivable from related parties

In RMB/CNY

proportion in

total balance

Relationship with the of other

Name of the company Year-end balance Age at year-end

Company account

receivable(%

)

Shen Development Subsidiary of the Company 933,397,371.58 1-3 years 50.63%

Within 1 year to over 3

Zhongshan Power Subsidiary of the Company 561,022,214.98 30.43%

years

Shen Investment Property Subsidiary of the Company 108,146,511.98 1-2 year 5.87%

Weimei Power Subsidiary of the Company 200,255,689.01 1-3 years 10.86%

Environment Protection

Subsidiary of the Company 7,233,701.10 1-2 years 0.39%

Co.,

SINGAPORE LTD Subsidiary of the Company 1,456,971.99 Over 3 years 0.08%

119

深圳南山热电股份有限公司 2016 年半年度报告全文

HONG KONG SYNDISOME Subsidiary of the Company 87,057.21 Over 3 years 0.00%

1,811,599,517.8

Total 98.27%

5

3. Long-term equity investment

(1) Category of long-term equity investment

In RMB/CNY

2016-6-30 Year-beginning balance

Impairme Impairme

Item Book Book

nt Book value nt Book value

Balance Balance

provision provision

691,982,849. 691,982,849. 691,982,849. 691,982,849.

Investment to subsidiary - -

76 76 76 76

Investment to joint venture and affiliate

- - - - - -

enterprise

691,982,849. 691,982,849. 691,982,849. 691,982,849.

Total - -

76 76 76 76

(2) Investment to subsidiary

In RMB/CNY

Impairment Impairment

Year-beginning Increased in Decreased in provision provision

Investee company 2016-6-30

balance

the Year the Year accrual in the Year-end

Year balance

Shenzhen Server 26,650,000.00 - - 26,650,000.00 - -

New Power 71,270,000.00 - - 71,270,000.00 - -

Zhongshan Power 410,740,000.00 - - 410,740,000.00 - -

Engineering Co., 6,000,000.00 - - 6,000,000.00 - -

Weimei Power 115,319,049.76 - - 115,319,049.76 - -

SINGAPORE

6,703,800.00 - - 6,703,800.00 - -

LTD

Environment

55,300,000.00 - - 55,300,000.00 - -

Protection Co.,

Shen

- - - - - -

Development

Shen Investment

- - - - - -

Property

120

深圳南山热电股份有限公司 2016 年半年度报告全文

Total 691,982,849.76 - - 691,982,849.76 - -

4. Operation revenue/operation cost

In RMB/CNY

Amount in Jan.- Jun. 2016 Amount in Jan.- Jun. 2015

Item

Revenue Cost Revenue Cost

Main business 142,039,101.44 166,953,311.54 172,227,786.19 217,322,254.11

Other business 15,947,661.65 - 9,860,763.58 36,089.91

Total 157,986,763.09 166,953,311.54 182,088,549.77 217,358,344.02

5. Supplement of cash flow statement

Amount in Jan.- Jun. Amount in Jan.- Jun.

Item

2016 2015

1. Net profit adjusted as cash flow from operation activities:

Net profit -40,756,989.33 -1,486,412.90

Add: Assets for impairment - -

Depreciation of fixed assets 5,041,783.76 7,816,237.71

Amortization of intangible assets 720,120.18 720,120.18

Amortization of long-term expenses to be amortized - -

Loss from disposal of fixed assets, intangible assets and other long-term

194,564.88 -

assets income)

Abandonment loss from fixed assets -

Financial expenses (income) 70,526,525.68 77,153,552.06

Decrease of inventory ( increased ) -558,403.95 -1,909,029.38

Decrease of operational receivable ( increased ) 88,283,021.55 211,798,431.12

Increase of operational payable ( decreased ) 44,700,848.96 -72,606,435.01

Other - -

Net cash flow from operation activities 168,151,471.73 221,486,463.78

2. Major investment and financing activities not involved with cash

income and expenses:

3. Net changes of cash and cash equivalent:

Ending balance of cash and cash equivalent 625,192,080.91 556,719,432.74

Less: Year-beginning balance of cash and cash equivalent 675,408,711.65 332,803,493.04

121

深圳南山热电股份有限公司 2016 年半年度报告全文

Net increase of cash and cash equivalent -50,216,630.74 223,915,939.70

In RMB/CNY

XIV. Supplementary information

1. Statement of non-recurring gains/losses

In RMB/CNY

Item Amount in Jan.- Jun. 2016 Amount in Jan.- Jun. 2015

Gains/losses from the disposal of non-current asset -203,276.08 17,323.58

Governmental subsidy calculated into current gains and losses, with

closely related with the normal business of the Company, excluding the

9,839,892.03 1,815,600.78

fixed-amount or fixed-proportion governmental subsidy according to

the unified national standard)

Switch-back of the impairment reserves of receivables that has

- -

impairment test independently

Natual gas import VAT refund - 43,717,420.50

Other non-operating income and expenditure except for the

1,961,448.64 191,808.55

aforementioned items

Subtotal 11,598,064.59 45,742,153.41

Impact on income tax 246,556.08 -

Impact on minority shareholders’ equity (post-tax) 1,737,656.57 13,197,584.46

Total 9,613,851.94 32,544,568.95

2. ROE and EPS

In RMB/CNY

EPS

Weighted average

Profit in the Period

ROE (%) Basic EPS Diluted EPS

Net profit attributable to shareholders of the listed

-9.29% -0.09 Not applicable

company

Net profit attributable to shareholders of the listed

-10.96% -0.11 Not applicable

company after deducting non-recurring gains and losses

122

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