1、 SHENZHEN NANSHAN POWER STATION CO.,LTD 2002 Annual Report Chairman of the Board:Liu Deyu April 22,2003-1-Important The Board of Directors of Shenzhen Nanshan Power Station Co.,Ltd.(hereinafter referred to as the Company)hereby confirms that there are no important omissions,fictitious statements or
2、serious misleading information carried in this report,and shall take all responsibilities,individually and/or jointly,for the reality,accuracy and completeness of the whole contents.Mr.Huang Dechen,Vice-chairman of the Board was unable to attend the Board meeting due to some reason.Independent direc
3、tor Huang Sujian was absent from the Board meeting due to business,and entrusted independent director Liu Aiqun to attend and vote on his behalf.Guangzhou Yangcheng Certified Public Accountants and PricewaterhouseCoopers Certified Public Accountants have respectively audited the Companys financial r
4、eport and produced the unqualified standard Auditors Report for the Company.Liu Deyu,Chairman of the Board,Zhang Renyi,General Manager,Zhao Lijin,and Chief Financial Supervisor guarantee the accuracy and completeness of the financial report enclosed in this annual report.This annual report was prepa
5、red in both Chinese and English.Should there be any difference in interpretation of the two versions,the Chinese version shall prevail.-2-Contents I.Company Information-II.Financial and Business Highlights-III.Changes in Share Capital&Particulars about Shareholders-IV.Directors,Supervisors,Senior Ex
6、ecutives&Staff-V.Administrative Structure-VI.Shareholders General Meetings-VII.Report of the Board of Directors-VIII.Report of the Supervisory Committee-IX.Significant Events-X.Financial Report-XI.Documents Available for Inspection-3-I.Company Information 1.Legal Name in Chinese:Legal Name in Englis
7、h:SHENZHEN NANSHAN POWER STATION CO.,LTD 2.Legal Representative:Liu Deyu 3.Secretary of the Board:Fu Bo Tel&Fax:(0755)26072818 E-mail:Stock&Securities Affairs Representative:Hu Qin Tel&Fax:(0755)26650064 E-mail:Address:No.18 Yueliangwan Avenue,Nanshan District,Shenzhen 4.Registered/Office Address:No
8、.18 Yueliangwan Avenue,Nanshan District,Shenzhen Post Code:518052 E-mail:5.Newspapers Designated for Disclosing the Information:China Securities,Securities Times and Ta Kung Pao Internet Web Site Designated by China Securities Regulatory Commission for Publishing the Annual Report:http:/Place Where
9、the Annual Report is Prepared and Placed:Plan&Operation Department of the Company 6.Stock Exchange Listed with:Shenzhen Stock Exchange Short Form of the Stock and Stock Code:Shen Nan Dian A 000037 Shen Nan Dian B 200037 7.Other Relevant Information:Date of First Registration:April 6,1990 Place of Fi
10、rst Registration:Nanshan Jiaozui,Nanshan District,Shenzhen Registered Address after the Change:No.18 Yueliangwan Avenue,Nanshan District,Shenzhen(due to change of the road number)Legal Entity Business License No.:JSE GST Zi.No.101591 Taxation Registration No.:GTF Zi No.440305930100069 14 Names and o
11、ffice addresses of Certified Public Accountants engaged:Domestic:Guangzhou Yangcheng Certified Public Accountants Address:25/F,Jianlibao Building,No.410 Dongfeng M.Road,Guangzhou City,Guangdong International:PricewaterhouseCoopers Certified Public Accountants Address:23/F,Sunning Plaza,No.10 Hysan A
12、venue,Tung Lo Wan,Hong Kong 8.Definitions The Company refers to Shenzhen Nanshan Power Station Co.,Ltd.Xiefu Company refers to Shenzhen Xiefu Oil Supply Co.,Ltd.,whose shares are held by the Company by 50%.-4-Xindianli Company refers to Shenzhen Xindianli Industrial Co.,Ltd.whose shares are held by
13、the Company by 51%.CSRC refers to China Securities Regulatory Commission Shenzhen Securities Regulatory Office refers to CSRC Shenzhen Securities Regulatory Commission Shenzhen Power Supply Co.refers to Guangdong Guangdian Group Co.,Ltd.,Shenzhen Power Supply Branch Designated Newspapers refers to C
14、hina Securities,Securities Times,Ta Kung Pao.Renminbi:Unless otherwise specified,the standard currency in the financial data or unit refers to Renminbi.II.Financial and Business Highlights(I)Financial highlights in the report period(consolidated)In R MB Items Amount T otal profit 511,101,612.86Net p
15、rofit 365,783,855.30Net profit,less the non-recurring gains and losses 384,530,441.25Profit from principal businesses 534,804,913.72Profit from other business lines-487,380.77Operating profit 477,355,039.73Investment income-1,046,160.04Subsidy income 46,705,009.18Net amount of non-operating income a
16、nd expenses-11,912,276.01Net cash flows arising from operating activities 782,025,766.52Net increase/decrease of cash and cash equivalents 259,934,137.94 Note:Items of non-recurring gains/losses deducted and amount involved:In R MB Items Amount Net amount of non-operating income and expenses-11,912,
17、276.01Provision for devaluation of inventories-6,843,694.05The balance amounting to RMB 62,560.70 of non-operating income and expenses is taxed basedon 15 9,384.11Total-18,746,585.95(II)Notes to Difference in Net Profit Arising from the Domestic and International Auditing Audited by Guangzhou Yangch
18、eng Certified Public Accountants according to the Independent Auditing Standards of Chinese Certified Public Accountants,the Companys consolidated-5-after-tax profit in 2002 was RMB365,783,900;audited by PricewaterhouseCoopers Certified Public Accountants according to Hong Kong Accounting Standards,
19、the Companys consolidated after-tax profit in 2002 was RMB 365,642,000,which was RMB 141,900 less than that audited by the Chinese certified public accountants.The reason is that the international CPA has adjusted the operation result contributed by Shennan Energy(Singapore)Co.,Ltd.and the reserve a
20、mounting to RMB 141,900 according to Hong Kong accounting standards.(III)Financial highlights over the past three years In RMB 2001 2000 Items 2002(Consolidated)After the Adjustment(Consolidated)Before the Adjustment After the Adjustment Before the Adjustment Income from principal businesses 1,622,9
21、04,974.34 1,084,093,347.251,084,093,347.25 889,714,044.95 889,714,044.95Net profit 365,783,855.30 205,069,449.88203,271,458.50 145,288,240.63 145,288,240.63Total assets 2,029,161,693.62 1,553,895,350.661,556,745,162.85 1,369,583,120.93 1,341,408,120.93Shareholders equity(Excludingminority interests)
22、1,044,298,778.59 910,506,376.21908,452,033.47 704,429,276.28 717,541,627.36Earnings per share(RMB/share)0.67 0.370.37 0.41 0.41Net asset per share(RMB/share)1.91 1.661.66 1.98 2.01Net asset per share after adjustment(RMB/share)1.90 1.651.65 1.84 1.84Earnings per share after deducting thenon-recurrin
23、g gains and losses(RMB/share)0.70 0.340.34 0.41 0.28Net cash flows per share arising fromoperating activities(RMB/share)1.43 0.700.70 0.57 0.57Return on equity(%)35.03 22.5222.38 20.62 20.25Weighted average return on equityafter deducting the non-recurring gains and losses(%)35.17 20.6120.65 15.00 1
24、4.95(IV)Attachment to Statement of Profit Items 2002 2001 2000 Return on equity(%)Earnings per share(In RMB)Return on equity(%)Earnings per share(In RMB)Return on equity(%)Earnings per share(In RMB)Fully diluted Weighted average Fully diluted Weighted averageFully diluted Weighted averageFully dilut
25、edWeighted averageFully diluted Weighted average Fully dilutedWeighted averageProfit from principal businesses 51.21 48.91 0.98 0.98 29.13 28.26 0.48 0.56 20 22 0.41 0.41 Operating profit 45.71 43.66 0.87 0.87 25.75 25.43 0.43 0.50 15 16 0.30 0.30 Net profit 35.03 33.45 0.67 0.67 22.38 22.09 0.37 0.
26、43 20 22 0.41 0.41 Net profit,less the non-recurring gains and losses 36.82 35.17 0.70 0.70 20.65 20.39 0.34 0.40 15 15 0.28 0.28(V)Changes in Shareholders Equity in the Report Period In RMB Items Share capital Capital public reserve Surplus public reserve Incl.:legal welfare fund Undistributed prof
27、it Difference in foreign currency Total shareholders equity-6-statement and foreign exchange Period beginning 547,965,998.00 215,543,622.92 146,317,820.19 44,600,361.26 450,021.24 228,913.86 910,506,376.21Increase in the report period 83,839,702.41 23,144,801.45 365,783,855.30 287,087.32 449,910,645
28、.03Decrease in the report period 16,538,119.14 16,538,119.14 299,580,123.51 316,118,242.65Period end 547,965,998.00 215,543,622.92 213,619,403.46 51,207,043.57 66,653,753.03 516,001.18 1,044,298,778.59 Reasons of Change:1.Reasons of increase in surplus public reserve in the report year by RMB 83,839
29、,702.41:(1)increase by RMB 69,434,404.35 is due to the statutory surplus public reserve and statutory public welfare fund provided by the Company based on 10%and 5%of the net profit respectively;(2)increase by RMB 14,405,298.06 is due to the discretionary surplus public reserve provided by the Compa
30、ny according to the Proposal on Using the Companys Public Welfare Fund to Construct the Staff Cultural and Entertainment Center as reviewed and approved by the Shareholders General Meeting dated May 10,2002 for purchasing the staffs collective welfare facilities with the public welfare fund.Reasons
31、for decrease of the surplus public reserve by RMB 16,538,119.14:(1)decrease by RMB 2,132,821.08 is due to that the additional pension funds were paid from the public welfare fund according to the Circular on Printing and Issuing the Plan for Adding Endowment Insurance in Enterprises of Shenzhen prom
32、ulgated by Shenzhen Municipal Government(SZMG 1997 No.182);(2)Decrease by RMB 14,405,298.06 is due to that the Company used the public reserve for purchasing staffs collective welfare facilities.2.Increase of undistributed profit in the report year by RMB 365,783,855.30 is due to the net profit real
33、ized in the report year;decrease by RMB 299,580,123.51 in the report year is due to that the Company provided the public reserve and the public welfare fund based on the net profit and distributed cash dividend amounting to RMB 230,145,719.16 in the report year.3.Increase in difference of foreign cu
34、rrency translation for the foreign currency statements by RMB 287,087.32 is due to the increase in difference of foreign currency statements of the consolidated subsidiaries.III.Changes in Share Capital&Particulars about Shareholders(I)Changes in Share Capital 1.Statement of Changes in Shares In sha
35、res Increase/Decrease in the Change(+-)Items Before the Changes Share allotmentBonus shares Shares converted from public reserve Shares issued additionallyOthers Subtotal After the Change I.Non-listed Circulating Shares 1.Promoters shares Including:State-owned shares 85,538,864 85,538,864 Including:
36、State shares 30,829,682 30,829,682 State-owned 54,709,182 54,709,182-7-legal person shares Domestic legal person shares 113,783,159 113,783,159 Foreign legal person shares 113,531,251 113,531,251 O thers 2.Legal person shares placed 61,700,661 61,700,6613.Employees shares 4.Preference shares or othe
37、rs Total Non-listed Circulating Shares 374,553,935 374,553,935 II.Listed Circulating Shares 1.RMB common shares 64,846,135 64,846,1352.Foreign shares listed domestically 108,565,928 108,565,9283.Foreign shares listed abroad 4.Others Total Listed Circulating Shares 173,412,063 173,412,063III.Total Sh
38、ares 547,965,998 547,965,998 No change took place in the Companys stock structure as well as the total shares.(II)Issuing and Listing Issuing in the Past Three Years and Change in the Share Capital 1.On August 24,2000,the Company held 2000 2nd Extraordinary Shareholders Meeting was held and 2000 Pro
39、fit Distribution Plan was approved at the meeting.Approved by China Securities Regulatory Commission with the Document(CSRC on Company Zi 2000 No.241,the Company implemented the share allotment plan on 3-for-10 basis with the total share capital 356.40 million shares at the end of 1999 as the base a
40、t the placing price of RMB 13.4 per share.The valid term for payment of the placed shares was from February 19 to March 2,2001.The totally 13.366 million RMB ordinary shares were actually placed.Partial shares placed to the public were listed with Shenzhen Stock Exchange for trading commencing from
41、March 27,2001 while 26,730 shares placed to the directors,supervisors and senior executives of the Company were frozen temporarily.After the placing,the Companys total share capital increased to 369,766,000 shares.(The relevant information was disclosed on the designated newspapers dated March 24,20
42、01).2.On April 12,2001,the Company held 2000 Shareholders General Meeting at which the Companys Plan of Implementing 2000 Dividend Distribution and Converting the Capital Reserve into Shares was approved.Based on the total share capital 369,766,000 shares after the share allotment,the Company distri
43、buted bonus shares at the rate of 2.409632 shares for every 10 shares and cash dividend on RMB 0.008864 for every 10 shares.The date of record was May 8,2001 and ex-dividend date was May 9,2001.On May 14,2001,the Company completed the profit distribution.After the dividend distribution and convertin
44、g the capital public reserve into shares,the Companys total share capital increase to 547,965,998 shares.(The relevant information was disclosed on the designated newspapers dated April 26,2001).-8-There was no change in the shares in 2002.3.Except the shares held by Director Jian Jiyao being frozen
45、,there are no more employees shares in the Company.(III)About Shareholders 1.At the end of the report period,The Company had totally 35,756 shareholders,including 17,988 shareholders of A shares,including one senior executive shareholder holding employees shares and 17,768 shareholders of B shares.2
46、.Shares held by the top ten shareholders(In shares)Shareholders Period beginning Increase/Decrease(+/-)Period endProportion of shares held to share capital(%)Shares pledged or frozen Status of sharesShenzhen Guangju ElectronicInvestment Co.,Ltd.125,845,702 125,845,702 22.97 Nil Legal person shares H
47、ong Kong Nam Hoi(International)Limited 83,748,408 83,748,408 15.28 Nil Foreign legal person shares Shenzhen Energy Group Co.,Ltd.62,697,297 62,697,297 11.44 Nil Legal person shares Shenzhen State Power Science andTechnology Development Co.,Ltd.54,709,180 54,709,180 9.98 Nil Legal person shares Tengd
48、a Property Co.,Ltd.47,553,343 47,553,343 8.68 Nil Foreign legal person shares Jiangsu International Trust&Investment Company 1,922,339 0.35 Unclear A Shares Northeast China Securities Co.,Ltd.1,007,335 0.18 Unclear A Shares Li Ang 845,000 0.15 Unclear B Shares Wu Lirong 788,125 0.14 Unclear B Shares
49、 Wang Qiurong 765,481 0.14 Unclear A Shares Notes:(1)Shenzhen Energy Group Co.,Ltd.held 30,829,682 shares on behalf of the state.(2)Shenzhen Energy Group Co.,Ltd.,the Companys No.3 shareholder indirectly held 100%equity interests in Hong Kong Nam Hoi(International)Limited,the Companys No.2 sharehold
50、er as well as the Companys foreign legal person shareholder.(3)All the other shareholders were public shareholders.The change in the shares they held was resulted from the secondary stock market and the Company had no idea about such change.(4)Except No.2 and No.3 shareholders,there existed no busin
