深圳南山热电股份有限公司2021年年度报告全文 深圳南山热电股份有限公司 Shenzhen Nanshan Power Co. Ltd.Annual Report 2021 March 2022 1深圳南山热电股份有限公司2021年年度报告全文 Section I. Important Notice Contents and Interpretation Board of Directors Supervisory Committee all directors supervisors and senior officers of Shenzhen Nanshan Power Co. Ltd. (hereinafter the Company) guarantee that the Annual Report contains no misrepresentations misleading statements or material omissions and take all responsibilities individual and/or joint for the reality accuracy and completion of the whole contents.Principal of the Company- Chairman Li Xinwei person in charger of accounting works- Director and GM Chen Yuhui and person in charge of accounting organ (chief accountants)- deputy GM Shang Ying(act for financial works) guarantee that the Financial Report of the annual report disclosed is truthful accurate and complete.All directors are attended the Board Meeting for annual report deliberation.The Company plans to pay no cash dividends send no bonus shares and not to increase share capital by converting from public reserves this year.Concerning the forward-looking statements with future planning involved in the Annual Report they do not constitute a substantial commitment for investors.Investors are advised to exercise caution of investment risks.The Report has been prepared in both Chinese and English for any discrepancies the Chinese version shall prevail. Investors are advised to read the full text of the Report carefully. 2深圳南山热电股份有限公司2021年年度报告全文 Contents Section I Important Notice Contents and Interpreta... 2 Section II Company Profile and Main Financial Inde... 7 Section IIIManagement Discussion and Analysis ...... 12 Section IV Corporate Governance .................... 38 Section V Enviornmental and Social Reponsibility ... 64 Section VI Important Matters ....................... 67 Section VII Changes in Shares and Particular about.. 75 Section VIII Preferred Stock ....................... 83 Section IX Bonds ................................... 84 Section X Finanacial Report ........................ 85 3深圳南山热电股份有限公司2021年年度报告全文 Document Catalog for Review I. Original Annual Report of 2021 carrying the signature of the legal representative of the Company II. Financial statements with signature and seal of Person in charge of the Company person in charge of accounting works and person in charge of accounting organ(accountant in charge); III. Original audit report seal with accounting firms and signature and seal from CPA; IV. Text of notice and original draft that public on China Securities Journal Securities Times and Hong Kong Commercial Daily during the reporting period.V. The place where the document placed: Shenzhen Stock Exchange Office of Board of Directors of the Company. 4深圳南山热电股份有限公司2021年年度报告全文 Interpretation Items Refers to Contents Company the Company Shen Nan Dian The Refers to Shenzhen Nanshan Power Co. Ltd.listed company CSRC Refers to China Securities Regulatory Commission State-owned Assets Supervision and Administration Commission of SASAC of Shenzhen Municipal Refers to the People’s Government of Shenzhen Municipal Shenzhen Capital Refers to Shenzhen Capital Holdings Co. Ltd.SZ Energy Group Refers to Shenzhen Energy Group Co. Ltd.Liaoyuan Environmental Protection Liaoyuan Refers to Jiangsu Liaoyuan Environmental Protection Technology Co. Ltd.Environmental Protection Zhuhai Hengqin Zhuozhi Investment Partnership (Limited Zhuozhi Fund Refers to Partnership) Shen Nan Dian Zhongshan Company Refers to Shen Nan Dian (Zhongshan) Electric Power Co. Ltd.Shen Nan Dian Engineering Company Refers to Shenzhen Shennandian Turbine Engineering Technology Co. Ltd.Shen Nan Dian Environment Protection Refers to Shenzhen Shen Nan Dian Environment Protection Co. Ltd.Company Server Company Refers to Shenzhen Server Petrochemical Supplying Co. Ltd New Power Company Refers to Shenzhen New Power Industrial Co. Ltd.Singapore Company Refers to Shen Nan Energy (Singapore) Co. Ltd.Nanshan Power Factory Refers to Nanshan Power Factory of Shenzhen Nanshan Power Co. Ltd.Zhongshan Nanlang Power Plant of Shen Nan Dian (Zhongshan) Zhongshan Nanlang Power Plant Refers to Electric Power Co. Ltd.Audit institution LIXINZHONGLIAN LIXINZHONGLIAN CPAS (SPECIAL GENERAL Refers to accounting organ PARTNERSHIP) 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 Governing the Listing of Stocks Refers to Rules Governing the Listing of Stocks on Shenzhen Stock Exchange Articles of Association Refers to Article of Association of Shenzhen Nanshan Power Co. Ltd.Except the special description of the monetary unit the rest of the Yuan ten thousand Yuan one hundred million Refers to monetary unit is RMB Yuan ten thousand Yuanone hundred million Yuan 5深圳南山热电股份有限公司2021年年度报告全文 Reporting period Refers to 1 January 2021 to 31 December 2021 6深圳南山热电股份有限公司2021年年度报告全文 Section II. Company Profile and Main Financial Indexes I. Company information Short form of the stock Shen Nan Dian A Shen Nan Dian B Stock code 000037 200037 Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in深圳南山热电股份有限公司 Chinese) Short form of the Company深南电 (in Chinese) Foreign name of the Company Shenzhen Nanshan Power Co. Ltd.(if any) Legal representative LI XINWEI Registrations add. No.2097 Yueliangwan Avenue Nanshan District Shenzhen Guangdong Province Code for registrations add 518054 Historical changes of N/A registered address Offices add. 16/F-17/F Hantang Building OCT Nanshan District Shenzhen Guangdong Province Codes for office add. 518053 Company’s Internet Web Site http://www.nsrd.com.cn E-mail public@nspower.com.cn; investor@nspower.com.cn II. Person/Way to contact Secretary to the BOD Rep. of security affairs Name Zou Yi 16/F-17/F Hantang Building OCT Contact add. Nanshan District Shenzhen Guangdong Province Tel. 0755-26003611 Fax. 0755-26003684 E-mail investor@nspower.com.cn III. Information disclosure and preparation place Website of the Stock Exchange where the annual Shenzhen Stock Exchange- http://www.szse.cn/ 7深圳南山热电股份有限公司2021年年度报告全文 report of the Company disclosed China Securities Journal - https://www.cs.com.cn/ Securities Times - Media and Website where the annual report of the http://www.stcn.com/ Hong Kong Commercial Daily - http://hkcd.com/ Company disclosed Juchao Website: http://www.cninfo.com.cn/ Secretariat of the Board of Directors 17/F Hantang Building OCT Preparation place for annual report Nanshan District Shenzhen Guangdong Province IV. Registration changes of the Company Organization code 91440300618815121H Changes of main business since listing (if N/A applicable) Previous changes of controlling No controlling shareholder shareholders (if applicable) V. Other relevant information CPA engaged by the Company Name of CPA LIXINZHONGLIAN CPAS (SPECIAL GENERAL PARTNERSHIP) 1-1-2205-11 North Zone Financial and Trade Center No. 6865 Asia Road Pilot Free Trade Offices add. for CPA Zones (Dong-jiang Free Trade Port Zone) Tianjin Signing Accountants Cao Wei，Liu XinfaSponsor engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable VI. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data or not □ Yes √ No Changes in the current 2021 2020 year over the previous 2019 year (+-) Operating revenue (RMB) 757175743.41 985253831.58 -23.15% 1222577954.53 Net profit attributable to shareholders of the listed Company -439448712.13 64024291.32 -786.38% 24900956.73 (RMB) Net profit attributable to -514142213.757601038.59-6864.10%14685745.16 shareholders of the listed Company 8深圳南山热电股份有限公司2021年年度报告全文 after deducting non-recurring gains and losses (RMB) Net cash flow arising from -39258302.07260725409.02-115.06%202943908.61 operating activities (RMB) Basic earnings per share -0.72910.1062-786.53%0.0413 (RMB/Share) Diluted earnings per share -0.72910.1062-786.53%0.0413 (RMB/Share) Weighted average ROE -23.95% 3.15% -27.10% 1.25% Changes at end of the current year compared Year-end of 2021 Year-end of 2020 Year-end of 2019 with the end of previous year (+-) Total assets (RMB) 2790002824.41 3020830930.06 -7.64% 3219261720.55 Net assets attributable to shareholder of listed Company 1615293135.51 2054741847.64 -21.39% 2002772808.24 (RMB) The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative and the audit report of last year shows that the ability to continue operating is uncertain □Yes √No The lower one of net profit before and after deducting the non-recurring gains/loses is negative √Yes □No Item 2021 2020 Note Mainly the revenue from power Operating revenue (RMB) 757175743.41 985253831.58 generation Amount deducted from Mainly the revenue from 1218981.052769454.42 operating revenue (RMB) housing rental Other operating revenue after Operating revenue after 755956762.36 982484377.16 deduction of the housing rental deduction (RMB) revenue VII. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 9深圳南山热电股份有限公司2021年年度报告全文 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.VIII. Quarterly main financial index In RMB/CNY Q 1 Q 2 Q 3 Q 4 Operating revenue 86380557.37 290221836.01 212550225.68 168023124.35 Net profit attributable to -13078849.2214535118.90-45521851.73-395383130.08 shareholders of the listed Company Net profit attributable to shareholders of the listed Company -15774423.49-3743192.02-64881113.62-429743484.62 after deducting non-recurring gains and losses Net cash flow arising from -38883595.50107804308.4920211042.05-128390057.11 operating activities Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the Company’s quarterly report and semi-annual report □ Yes √ No IX. Items and amounts of non-recurring (extraordinary) profit (gains)/loss √Applicable □ Not applicable In RMB/CNY Item 2021 2020 2019 Note Gains/losses from the disposal of non-current asset (including the write-off 974699.74 -1144118.91 -527109.02 that accrued for impairment of assets) Governmental subsidy calculated into current gains and losses(while closely Amortization of related with the normal business of the government subsidy Company the government subsidy that related to assets and 23396336.6013833445.536402848.81 accord with the provision of national receipt of the policies and are continuously enjoyed in line subsidies for gas- with a certain standard quota or quantity are generation costs excluded) Gains/losses on debt restructuring 7593783.90 10深圳南山热电股份有限公司2021年年度报告全文 Gains/losses arising from contingency that Reversal of the without relation with the normal operation 5000000.00 6584816.78 accrual liabilities business of the Company Gains/losses of fair value changes arising from holding of the trading financial asset trading financial liability and investment earnings obtained from disposing the trading The wealth 47887839.11 financial asset trading financial liability management income and financial assets available for sale except for the effective hedging business related to normal operation of the Company Switch back of the impairment for receivables that has impairment test 12000.00 independently Other non-operating income and expenditure 13652.99-118229.625578877.22 except for the aforementioned items Other gains/losses items that meets the 33534881.55 definition of non-recurring gains/losses Less: impact on income tax 152683.61 195823.19 Impact on minority shareholders’ 2579026.823708642.891055582.25 equity (post-tax) Total 74693501.62 56423252.73 10215211.57 -- Details of other gains/losses items that meets the definition of non-recurring gains/losses: □ Applicable √ Not applicable There are no other gains/losses items that meet the definition of non-recurring gains/losses in the Company.Explain 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 □ Applicable √ Not applicable There are no 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 11深圳南山热电股份有限公司2021年年度报告全文 Section III Management Discussion and Analysis I. Industry of the Company during the reporting period The Company shall comply with the relevant disclosure requirement for electricity-related industries of Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information In 2021 the economic situation of the whole country and Guangdong continue d to improve and the demand for electricity further increased. According to the data of Guangdong Power Exchange Center by the end of 2021 the installed capacity of unified dispatching of power grids in Guangdong was 159 million kW with a year-on-year growth of 12.6% among them the installed capacity of provincial-level dispatching was 127 million kW and that of prefecture-level dispatching was 32 million kW. The installed capacity of gas generator set was 30.546 million kW increased by 14.0% on a year-on-year basis and the installed capacity accounted for 19.3%. In 2021 the total electricity consumption of Guangdong province throughout the year was 786.663 billion kWh with a year-on-year growth of 13.6%. The maximum load of unified dispatching of the whole province was 135.13 million kW a year-on-year increase of 6.5%. The total electricity consumption in Shenzhen reached 110.34 billion kWh breaking through the 100 billion mark for the first time with a year-on-year increase of 12.2%. In 2021 the cumulative transaction of electricity in Guangdong power market was 295.17 billion kWh with a year-on-year increase of 18% cumulatively saving electricity costs for users by 10.05 billion yuan saving coal consumption for power generation by 2.584 million tons reduc ing carbon dioxide emission by 6.872 million tons reducing sulfur dioxide emission by 5 tons and reducing social power generation cost by 2.07 billion yuan. In 2021 215.03 billion kilowatt-hours of electricity were negotiated in bilateral transactions with a year-on-year increase of 1.9% and with an average price difference of -53.6 li/kWh. In 2021 monthly transactions totaled 63.81 billion kWh an increase of 85.2% on a year-on-year basis and with an average price difference of -21.5 li/kWh. Among them the turnover of coal-fired generating units was 49.43 billion kWh with an average price difference of -21.5 li/kWh; the the turnover of gas generating units was 14.38 billion kWh with an average price difference of -21.9 li/kWh. From January to December in 2021 monthly power generation contract transfer transactions totaled 14.88 billion kWh of electricity with an average transaction price of 405.4 li/kWh. Among them the turnover of coal-fired generating units was 11.5 billion kWh with an average transaction price of 378.3 li/kWh; the the turnover of gas generating units was 3.38 billion kWh with an average transaction price of 501.0 li/kWh.In the meantime with the deepening reform of Guangdong's electricity market the electricity spot market in Southern China (starting from Guangdong) carried out the trial operation of settlement in May and November to December in 2021 steadily promoting the transition from "monthly" to "uninterrupted" longer billing cycle and establishing a temporary mechanism for directing market price to end users. Since November the spot market has achieved major breakthroughs of "running while improving".In 2021 although the demand for electricity increased significantly the price of natural gas rose all the way and remained high in the same period the on-grid price seriously dropped away form the fuel price resulting in serious loss of power generation to gas power generation enterprises. Therefore Guangdong Province and Shenzhen Municipal government on the one hand required all power generation enterprises to do their best to ensure electric power supply and on the other hand issued a series of policies a nd measures to encourage the majority of power generation enterprises to implement electric power supply guarantee including an increase of 0.1 yuan/kWh in electricity charges for gas-fired power generation enterprises during peak periods in August and September since October 1 the on-grid electricity price of 9E gas turbine power plants in Guangdong province has increased by 0.05 yuan/kWh and the Shenzhen municipal government issued a fiscal subsidy of 0.1 yuan/kWh for the electricity generated by Shenzhen local gas 12深圳南山热电股份有限公司2021年年度报告全文 turbine power plants in August and September which alleviated the operating dilemma faced by 9E gas turbine power plants to a certain extent but has little impact on reversing the serious loss of power generation.II. Main business of the Company during the reporting period The Company shall comply with the relevant disclosure requirement for electricity-related industries of Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information The Company is specialized in power and thermal supply as well as providing technical consulting and technical services for power stations. At the end of reporting period the Company holds two wholly-owned and holding gas turbine plants which equipped with five sets of 9E gas steam combined cyc le power generating units with total installed capacity up to 900000 KW (Nanshan Power Factory: 3×180000KW Zhongshan Nanlang Power Plant: 2×180000KW).The two gas turbine plants are located in the power-load center of the Pearl River Delta and it is the main peak-regulating power supply in the region which is currently in normal production and operation state.During the reporting period the company's main power business was confronted with many difficulties such as repeated COVID-19 pandemic continued high fuel prices and a further increase in the proportion of electricity market transactions. In order to minimize the negative impact of the external environment on the company's operating performance the company implemented a series of business layout and management changes with innovative thinking and tenacious perseverance defined the annual business objectives and guidelines took major targeted measures constantly strengthened the economic operations management on the basis of continuously intensifying safety production management. Complying with the accelerating trend of electric power market reform in Guangdong province the company organized two subordinate power plants to actively participate in the electricity market-oriented marketing competition and achieved good results and made contributions to reduce losses.During the reporting period the company paid close attention to the operation and market expanding of relevant stock businesses and its subordinate Shen Nan Dian Engineering Company continuously expanded the technical consulting and technical service business of domestic and foreign gas turbine power station construction projects. Shen Nan Dian Environment Protection Company used the waste heat of gas turbine power generation to engage in the dry treatment business of wet sludge in sewage treatment plant realizing the reduction harmless treatment and comprehensive utilization of resources of municipal sludge in Shenzhen. However due to various reasons the output of Environmental Protection Company in the reporting period decreased significantly compared with that of last year.Main operation data Item Current Period Same Period Last Year Gross installed capacity (10000 KW) 90 90 Installed capacity of newly commissioned 00 units (10000 KW) Planned installed capacity of approved 00 projects (10000 KW) Planned installed capacity of projects 00 under construction (10000 KW) Generating capacity (100 million KWH) 11.48 8.87 13深圳南山热电股份有限公司2021年年度报告全文 On-grid electricity or electricity sales (100 11.448.74 million KWH) Average rate of electricity consumption 3.25%3.43% from power station(%) Utilization time from power station 1263986 (Hours) Electricity sales business √Applicable □Not applicable In 2021 the company's two subordinate power plants complete d a total of 1.144 billion kWh of on-grid energy 608 million kWh of marketing electric quantity in the month of price difference and 675 million kWh of contract electric quantity in the spot month. The electric quantity of the company's subordinate power plants were as follows: Nanshan Power Factory completed 977 million kWh of on-grid energy 332 million kWh of marketing electric quantity in the month of price difference and 395 million kWh of contract electric quantity in spot month; Zhongshan Nanlang Power Plant completed 167 million kWh of on-grid energy 276 million kWh of marketing electric quantity in the month of price difference and 280 million kWh of contract electric quantity in spot month.Reasons for major changes in relevant data □Applicable √Not applicable III. Core Competitiveness Analysis In recent years due to the impact of the macroeconomic situation and the common problems of gas turbine generating industry the Company’s main business has been facing increasing difficulties and challenges. However the basic core competitiveness formed by the operation and development for more than three decades and thanks to the strong support from major shareholders and the management innovations adopted by BOD and leading group it has laid a necessary foundation for the Company to survive and seeking transformation and development. During the reporting period the Company continued to increase the investment in R&D successfully passed the certification as a high-tech enterprise.Core competitiveness of the Company was further consolidated and improved and there were no other major changes that might affect the future operation of the Company. 1. A mature and completed governance structure & a rigorous and standardized risk-control mechanism. As a listed company with over 20-year baptism in securities market on the main board the Company has been strictly in accordance with the Company Law Securities Laws Rules Governing the Listing of Stocks and relevant requirements of laws and regulations of the CSRC and Shenzhen Stock Exchange and continuously improved the corporate governance and regulated the operation. The “Three Meetings” operation was normative and efficient and the internal management was streamlined and orderly. Meanwhile the Company continuously reinforcing the supervision and auditing role on standard operation and internal control of the listed company p layed by supervisory committee and auditing authority; effectively prevent and avoid the risks while improving the management and decision-making efficiency. 2. Hard-working and innovative management culture and pragmatic and efficient operating mechanism. Combining its own actual situationthe Company has broken the barriers of the original traditional business model and greatly improved the decision-making efficiency and work performance by establishing four major operation and management centers including a power sales center a fuel center a financial center and an information center innovating the management model of production coordination and sa fety 14深圳南山热电股份有限公司2021年年度报告全文 supervision and effectively integrating business resources; the Company set up a capital (operation) center and set up an accounting sharing center to comprehensively balance the improvement of production operation and management efficiency; and establish a science & technology innovation committee with purpose of stimulating the enthusiasm of majority of the employees to study technology improve themselves and innovate continuously the supervision and management of production technology have achieved a new step. While the Company built an efficient operating mechanism the leadership team served as ro le models combined a series of effective management measures such as deepening human resources reform and the "military order" assessment mechanism advocated and built the management culture of unity hard work innovation and enterprise throughout the Company which laid a good management foundation for the Company to deeply explore its internal potential and actively seek external opportunities. 3. A loyal and dedicated management team & professional and progressive technical personnel. With more than 30 years of hard work and the company’s influence in the gas turbine power generation industry and the Company’s pioneering and innovative spirit and enterprising spirit the Company has absorbed and trained a group of technical experts and professionals in the gas turbine industry accumulated rich experience in the construction and operation management of gas turbine power plants. In order to adapt to the market situation of the further propulsion of the electricity trading market-oriented reform in Guangdong Province the Company formed a team of professionals to study the electricity trading strategy and build a mathematical model of electricity tradin g. It accumulated rich experience in electricity marketing which laid a solid foundation for the Company to actively respond to the electricity market reform.Further more Shen Nan Dian Engineering Company has provided professional services such as technical consulting commissioning and maintenance for dozens of domestic and international gas turbine power stations. The Company's training center has successively undertaken the technician training business for tens of power plants at home and abroad and has become a renowned professional training base in the domestic gas turbine industry and has established a good reputation and professional brand image in the industry.The Company also has a group of management talents with innovative consciousness and fighting spirit based on the principle of being highly responsible to the Company they lead all employees to make unremitting efforts for the Company’s continuous operation and transformation development. 4. Advanced research ability important part of strong power grid. The company has a number of independent utility model patents and software copyrights jointly draws up one national standard and a number of patents for invention are under review by the China National Intellectual Property Administration. On December 23 2021 the company was identified as the second batch of high-tech enterprises in 2021 by Shenzhen municipal administrative authority the company's scientific research innovation work has been unanimously affirmed. At the same time in order to effectively improve the rapid recovery ability of power system Nanshan Thermal Power Plant fully responded to the construction planning of black-start power supply point and completed the power grid black-start power supply point project in the reporting period which greatly enhanced the core competitiveness of Nanshan Thermal Power Plant in the power grid.IV. Main business analysis 1. Introduction th 2021 was the first year of the 14 Five-Year Plan. At the historic juncture of the two Centenary Goals faced with the complex and volatile situation of COVID-19 and tight electricity supply and demand the electricity market construction in Guangdong province has made great progress the electricity consumption in Guangdong province and Shenzhen continued to increase substantially. The company actively implemented the work plan of the government departments at all levels improved the political position conscientiously fulfilled the social responsibility with the greatest efforts guaranteed that the generating units should be fully operational ensured safe and reliable power supply for the centennial anniversary of the founding of the Party and made outstanding 15深圳南山热电股份有限公司2021年年度报告全文 contributions for alleviating the severe power shortage in Guangdong province and Shenzhen. The company's subordinate Nanshan Power Factory and Zhongshan Nanlang Power Plant actually completed 1.144 billion kWh of on-grid energy a 30.89% rise on a year-on-year basis. The annual average utilization time of the generating units of the two power plants was 1263 hours and the annual average service power consumption rate was 3.25%. During the reporting period the 2021 bilateral contract signed by Nanshan Power Factory and Zhongshan Nanlang Power Plant amounted to 1.165 billion kWh and the transferred and settled electricity of the two plants amounted to 490 million kWh. The company carried out the following main work during the reporting period: 1. As a state-owned enterprise took responsibility and actively fulfilled corporate social responsibilities. The international fuel prices have been fluctuating upward since the beginning of 2021 due to the ongoing COVID-19 pandemic rising global inflation and changes in oil supply and demand and the domestic fuel prices for power generation such as coal and natural gas have also risen.The high cost of power generation restricted the thermal power enterprises to generate power and the domestic electric power supply gap widened "power shortage" reappeared and some regions even carried out power rationing for a time. Under such circumstances although the on-grid price seriously dropped away from the cost of power generation the company still firmly adhered to its political stance resolutely implemented the decisions and arrangements for ensuring electric power supply overcame all difficulties to ensure the safe production and stable supply of power and actively implemented its corporate social responsibility.During the period of no-break power in 2021 the company's two power plants generated a combined 933 million kWh an increase of 255 million kWh on a year-on-year basis. 2. Strictly supervised and resolutely ensured the safety and environmental protection standards. The company pa id close attention to the implementation of the main responsibility of production safety promoted the risk ranking management and control and the safety construction of work groups promoted the continuous improvement of work safety standardization the three-year action of work safety special rectification and the safety culture construction. The company continued to maintain the safety target of "Five No" and comprehensively completed the indicators for safety assessment. By December 31 2021 we achieved 6453 days of work safety.During the reporting period the company completed various pollution reduction tasks and no environmental pollution accidents and safety production accidents occurred. 3. Took the initiative to effectively improve the fund management level. At the same time the company tried to reduce the loss revitalized the funds through many measures and created benefits with funds management. To improve the use efficiency and income level of its own funds and reduce the financing cost the company focused on the key points of funds took benefits as the center and low risk as the premise strengthened the capital outflow into the two-way management and used their own cash to the fullest. Under the circumstance that foreign investment in new projects reduced cash the company still actively developed the wealth management opportunities of market through a variety of products and channels strived for no idle cash in the account and achieved gratifying results in adversity. 4. Made overall planning and efficiently completed the black-start technical innovation project. In 2021 the company’s Nanshan Power Factory fully responded to the construction planning of black-start power supply point. Starting from "helping relieve the huge frequency modulation pressure faced by power dispatching every day and effectively improving the rapid recovery ability of Shenzhen west power grid" strived for opportunities from China Southern Power Grid Guangdong Power Grid Shenzhen Power Grid and was finally selected as the black-start power supply point of the black-start critical path of the power grid. At present the project has been identified as "Shenzhen West Guaranteed Power Grid" and "Hong Kong Emergency Guaranteed Power Supply Point" by the government department has accepted the on-site safety assessment by the South China Energy Regulatory Office of National Energy Administration as an important part of Shenzhen's local strong power grid which greatly improved the core 16深圳南山热电股份有限公司2021年年度报告全文 competitiveness of Nanshan Power Factory in the power grid created a good foundation and premise and won favorable time and space for the company's next transformation and development. 5. Increased research and development and successfully identified as the "National High-tech Enterprise". In order to further enhance the core competitiveness the company continued to strengthen the research and development timely started the national high-tech enterprise identification and application work and was identified as the second batch of high-tech enterprises in 2021 by Shenzhen municipal administrative authority on December 23 2021 marking a complete success to the company's national high-tech enterprise application work. After being identified as a national high-tech enterprise the company can enjoy a preferential tax rate of 15% the government subsidies additional deduction of R&D expenses rewards and subsidies for high-level talents government targeted allocation of housing and other incentive policies. 6. With transformation development steadily took new steps in strategic transformation. In terms of transformation development the company on the one hand steadily promoted the landing of Zhuozhi Fund project signed the equity subscription agreement capital increase agreement and shareholder agreement with Nanjing Zhongsheng Holdings Co. Ltd. and obtained 5.6% equity of Nanjing Zhongsheng Holdings Co. Ltd.. On the other hand the company timely started the investigation and survey of Liaoyuan Environmental Protection combined with various arguments and considered that the project was in line with the company's future strategic layout and completed the purchase of part of the shares of Liaoyuan Environmental Protection step by step within t he year receiving a total of 4.0485 million shares of Liaoyuan Environmental Protection accounting for 9.93% of the total share capital of Liaoyuan Environmental Protection.In 2021 the Company has achieved a revenue in operation of 757 million Yuan the net profit attributable to shareholder of listed company amounted as -439.4487 million Yuan and basic EPS was -0.7291 Yuan. 2. Revenue and cost (1) Constitute of operation revenue In RMB/CNY 20212020 Increase/decrease Ratio in operating Ratio in operating Amount Amount y-o-y (+-) revenue revenue Total operating 757175743.41100%985253831.58100%-23.15% revenue Industry classification Energy industry 708883313.18 93.62% 878600297.92 89.18% -19.32% Engineering service 43685185.43 5.77% 41094571.29 4.17% 6.30% Sludge drying 3388263.75 0.45% 62789507.95 6.37% -94.60% Other 1218981.05 0.16% 2769454.42 0.28% -55.98% Product classification 17深圳南山热电股份有限公司2021年年度报告全文 Electricity sales 708883313.18 93.62% 878600297.92 89.18% -19.32% Engineering service 43685185.43 5.77% 41094571.29 4.17% 6.30% Sludge drying 3388263.75 0.45% 62789507.95 6.37% -94.60% Other 1218981.05 0.16% 2769454.42 0.28% -55.98% Region classification Domestic 757175743.41 100.00% 985253831.58 100.00% -23.15% Sales model Direct sales 757175743.41 100.00% 985253831.58 100.00% -23.15% (2) The industries products regions or sales model accounting for over 10% of the Company’s operating revenue or operating profit √Applicable □ Not applicable The Company shall comply with the relevant disclosure requirement for electricity-related industries of Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No.3 - Disclosure of Industry Information In RMB/CNY Increase/decrease Increase/decrease Increase/decrease Operating Operating cost Gross margin of operating of operating cost of gross margin revenue revenue y-o-y y-o-y y-o-y Product classification Electricity sales 708883313.18 816273176.20 -15.15% -19.32% 12.64% -186.46% Engineering 43685185.4328002979.5635.90%6.30%-2.04%17.95% service Region classification Domestic 752568498.61 844276155.76 -12.19% -18.17% 12.09% -167.33% Reasons for great changes in relevant financial indicators √ Applicable □Not applicable In 2021 the operating revenue from sludge drying was lower than a year earlier mainly due to the lower sludge capacity.In 2021 gross margin of electricity sales decreased compared to the same period of previous year mainly because cost of natural gas goes up due to the unit price soaring; the market trading spreads drops than the revenue from electricity trading reduced. (3) Income from physical sales larger than income from labors √ Yes □ No Increase/decrease Industries Item Unit 2021 2020 y-o-y(+-) Sales volume 100 million KWH 11.44 8.74 30.89% Electric Power Output 100 million KWH 11.48 8.87 29.43% 18深圳南山热电股份有限公司2021年年度报告全文 Storage 100 million KWH Reasons for a y-o-y changes of 30% or more in relevant data √Applicable □Not applicable The Company has the courage to assume social responsibility of ensuring the power supplying two power plants have generated 933 million KWH electricity in total during the power supplying of 2021 a y-o-y growth of 255 million KWH. (4) Performance of the material sales contract and major procurement contracts that signed by the Company up to the reporting period □ Applicable √Not applicable (5) Constitute of operation cost Industry and products classification In RMB/CNY 20212020 Increase/decrease Industries Item Ratio in operation Ratio in operation Amount Amount y-o-y (+-) cost cost Power heat 816273176.20 96.00% Energy industry 724649204.65 91.21% 12.64% supply Engineering Engineering cost 28002979.56 3.29% 28587448.80 3.60% -2.04% service Sludge drying Other business 5984503.64 0.70% 41287156.94 5.20% -85.51% etc.In RMB/CNY 20212020 Increase/decrease Products Item Ratio in operation Ratio in operation Amount Amount y-o-y (+-) cost cost Electricity sales Power supplying 816273176.20 96.00% 724649204.65 91.21% 12.64% Engineering 3.29% Engineering cost 28002979.56 28587448.80 3.60% -2.04% service Sludge drying Sludge treatment 5414557.67 0.64% 41089819.34 5.17% -86.82% Other business Other 569945.97 0.07% 197337.60 0.02% 188.82% Note The main component of operation costs of electricity sales is the cost of natural gas and the natural gas as a percentage of operation cost takes 77.37% in 2021 and 62.26% in 2020. (6) Changes in the scope of consolidation in Reporting Period □Yes √No 19深圳南山热电股份有限公司2021年年度报告全文 (7) Major changes or adjustment in business product or service of the Company in Reporting Period □ Applicable √ Not applicable (8) Major sales and main suppliers Major sales client of the Company Total top five clients in sales (RMB) 722610043.43 Proportion in total annual sales volume for top five clients 95.43% Proportion in total annual sales for the related party’s 0.00% sales in top five clients’ sales Information of top five clients of the Company Serial Name Sales (RMB) Proportion in total annual sales 1 Shenzhen Power Supply Bureau Co. Ltd. 584596538.90 77.21% 2 Guangdong Power Grid Co. Ltd. 96832471.77 12.79% 3 China Machinery Engineering Corporation 34239288.30 4.52% Wuhan Electric Power Combustion Engine 0.47% 43543000.00 Installation Co. Ltd. 5 Shenzhen Water Group 3398744.46 0.45% Total -- 722610043.43 95.43% Other situation of main clients □ Applicable √ Not applicable Main suppliers of the Company Total purchase amount from top five suppliers (RMB) 667368336.82 Proportion in total annual purchase amount for top five 95.14% suppliers Proportion in total annual purchase amount for the related 0.00% party’s amount in top five suppliers Other information on top five suppliers of the Company Serial Name Purchases (RMB) Proportion in total annual purchases 1 Shenzhen Gas Group Co. Ltd. 470105000.20 67.02% 2 CNOOC Gas Power Group Co. Ltd. 101038830.73 14.40% Guangdong Xin’Ao Energy Development 346701291.116.66% Co. Ltd.Shanghai Power Equipment Research 433414857.524.76% Institute Co. Ltd. 5 Shenzhen Power Supply Bureau Co. Ltd. 16108357.26 2.30% 20深圳南山热电股份有限公司2021年年度报告全文 Total -- 667368336.82 95.14% Other information on main suppliers of the Company □ Applicable √ Not applicable 3. Expenses In RMB/CNY Increase/decrease 2021 2020 Note of major changes y-o-y (+-) Decrease of sales expense mainly due to the declined in treatment for dry Sales expense 928661.79 4979915.34 -81.35% mud from Shen Nan Dian Environment Protection Company Management expense 103286926.69 111618225.09 7.46% Increase of financial expense mainly because the wealth management Financial expense 15212737.67 -66657.96 -22922.09% income adjusted to the item of investment income and the interest income from deposits declined.Increase of R&D expense mainly due R&D expense 20933712.98 8490882.58 146.54% to the new increase of R&D expense for technology from parent company 4. R&D expenses √Applicable □√ Not applicable Goals to be Expected impact on the future Projects Purpose Progress achieved development of the Company Elevated the scientific content and work efficiency of Research and develop a new cooling tower electricity production save R&D of the inspection robot facilitating staff to carry labor costs and higher the inspection robot in Completed out maintenance and save the operation time scientific content and core cooling tower of the staff. competitiveness of the products and service of the Company In case of black-start the unit is is landed for Promoting the development R&D of the energy operation. Increase the black-start and progress of power storage black-start concurrent cabinet automatically identify Completed production technology concurrent shifter the synchronous point grid nature and effectively strengthen the for plant power automatically achieved the difference of safety and security of 21深圳南山热电股份有限公司2021年年度报告全文 generator and grid connection without production higher the pressure closing，the differential frequency scientific content and coreco-frequency and voltage-free grid competitiveness of the connection of the line precisely closing products and service of the when the phase-angle difference is zero Company degrees to achieves shock-free grid connection. Realizing the smooth exit of plan power in order to improve the reliability of unit operation.By connecting the electron-chemical energy storage device with a cable between the generator outlet and low-voltage side of the main transformer the difficulty of Higher the economic R&D of the wiring retrofitting some generator sets with efficiency helping the process of generator electron-chemical energy storage devices Company to grow and sets retrofitted with can be reduced. Improving the capacity Completed improve the scientific content electron-chemical configuration of energy storage give full and core competitiveness of energy storage play to the frequency regulation advantages the products and service of devices of electron-chemical energy storage devices the Company reduce the construction difficulties and equipment investment higher the economic efficiency.Enhance the performance of equipment higher the Replace the original condenser tube bundle efficiency of equipment R&D of the with a TP304 bundle with less impact on operation strengthen the condenser heat condenser operating parameters the new safety and security of exchanger bundle tube bundle of the condenser can be Completed production and improve the for 9E combine improved in terms of vibration corrosion scientific content and core cycle unit and scaling resistance thereby improving competitiveness of the the safety of the condenser products and service of the Company By adding the early warning device when Deeply study the operation there is a fire in the first stage of initial mechanism of the equipment thermal runaway the early fire detection and optimize and improve the R&D of the early warning in prefabricated cabin is realized by control mode of the warning device of special gas detection device(characteristic equipment improve the thermal runaway gases as H2 CO) meanwhile when the Completed operational safety and for energy storage detector alarm is received through the reliability of the equipment lithium iron three-stage BMS the battery DC system is and escalated the scientific phosphate battery immediately cut off to improve operational content and core safety of the energy storage battery competitiveness of the compartment products and service of the 22深圳南山热电股份有限公司2021年年度报告全文 Company With the development of industrial production urban construction and increasing population the increase in Proactively undertaking the industrial emission facilities environmental social responsibility noise is becoming increasingly serious it minimize the negative R&D of the has become a major pollution of human environmental impact of dissipation and social environment. In order to improve the equipment operation by using Completed silencing device for sense of social responsibility of the new technology and escalated gas turbine Company minimize the noise pollution and the scientific content and core reduce the disturbance of surrounding competitiveness of the residents t rest and sleep and affect the products and service of the efficiency of work meanwhile it can provide Company technical support and reference to enterprises with similar work needs.R&D personnel 2021 2020 Change proportion Number of R&D personnel 7235105.71% (person) Proportion of R&D personnel 18.37% 8.68% 9.69% Educational background —— —— —— Undergraduate 32 Masters 2 Other 38 Age composition —— —— —— Under 30 5 30~4015 Over 40 52 Investment of R&D 2021 2020 Change proportion Investment for R&D (RMB) 20933712.98 8490882.58 146.54% R&D investment/Operating 2.76%0.86%1.90% revenue Capitalization of R&D 0.000.00 investment (RMB) Capitalization of R&D 0.00%0.00%0.00% investment/R&D investment Reasons and effects of significant changes in composition of the R&D personnel 23深圳南山热电股份有限公司2021年年度报告全文 √Applicable □√ Not applicable During the reporting period the Company continued to soaring the investment in R&D successfully passed the certification as a high-tech enterprise which consolidated and improved the core competitiveness of the Company forward.Reasons for significant changes in the proportion of total R&D investment in operating revenue from the previous year □Applicable √ Not applicable Reasons and rationality of the major changes of the capitalization rate of R&D investment □ Applicable √ Not applicable 5. Cash flow In RMB/CNY Item 2021 2020 Y-o-y changes (+-) Subtotal of cash in-flow from 915970557.141156114679.30-20.77% operation activity Subtotal of cash out-flow from 955228859.21895389270.286.68% operation activity Net cash flow from operation -39258302.07260725409.02-115.06% activity Subtotal of cash in-flow from 85113274.8740321341.78111.09% investment activity Subtotal of cash out-flow from 246736667.99528860991.95-53.35% investment activity Net cash flow from investment -161623393.12-488539650.17-66.92% activity Subtotal of cash in-flow from 1061074323.801318118917.79-19.50% financing activity Subtotal of cash out-flow from 935063124.201096793475.57-14.75% financing activity Net cash flow from financing 126011199.60221325442.22-43.07% activity Net increased amount of cash -74996638.62-6888728.75988.69% and cash equivalent Main reasons for y-o-y major changes in aspect of relevant data √Applicable □ Not applicable 1. Net cash flow from operation activity has a declined of 115.06% on a y-o-y basis mainly due to the decrease in gross profit from power generation in the year and decrease in financial settlement proceeds in power market; 2.The cash in-flow from investment activity has an increase of 111.09% on a y-o-y basis mainly due to the increase in earnings from 24深圳南山热电股份有限公司2021年年度报告全文 financial management during the year; 3. The cash out-flow from investment activity has a declined of 53.35% on a y-o-y basis mainly due to the decrease in expenses for financial products purchased in the year; 4. Net cash flow from investment activity has a declined of 66.92% on a y-o-y basis mainly due to the decrease in net purchase of financial products during the year; 5. Net cash flow from financing activity has a declined of 43.07% on a y-o-y basis mainly due to the decrease in net cash inflow from bank loans during the year; 6. Net increased amount of cash and cash equivalent has a declined of 988.69% on a y-o-y basis mainly due to the fact that increase in net cash flows from financing activities for the year was smaller than the decrease in net cash flow arising from operating activities and investment activities.Explanation on reasons for the significant differences between the net cash flow arising from operation activities in the Period and net profit of last year √Applicable □ Not applicable There are 327 million yuan provision for asset impairment in the year and payment of natural gas are settled by bank acceptance.V. Analysis of the non-main business √Applicable □ Not applicable In RMB/CNY Amount Ratio in total profit Note Whether be sustainable (Y/N) Mainly due to the earnings Investment income 45981085.44 -9.05% N from financial management Provision for fixed assets provision for inventory Assets impairment -327479010.92 64.44% depreciation and impairment N of construction in progress in the year Non-operating Mainly due to the reversal of 5261868.99 -1.04% N income accrual liabilities Mainly due to the loss on Non-operating 248216.00 -0.05% retirement of non-current N expenditure assets VI. Assets and liability 1. Major changes of assets composition In RMB/CNY Year-end of 2021 Year-begin of 2021 Ratio Notes of major changes Amount Ratio in total Amount Ratio in total changes 25深圳南山热电股份有限公司2021年年度报告全文 assets assets (+-) 689604633.5 Monetary fund 24.72% 764601272.21 25.31% -0.59% 9 Account 73610161.022.64%85293052.882.82%-0.18% receivable Contractual assets 1040000.00 0.04% 7229600.00 0.24% -0.20% Inventory 88500991.13 3.17% 100245529.06 3.32% -0.15% Investment real 2009051.800.07%2205189.400.07% estate The long-term equity investment Long-term equity 6986655.19 0.25% 8893408.86 0.29% -0.04% measured by equity was recognized as investment the investment income 643256398.3 Provision for impairment of fixed Fix assets 23.06% 925745208.55 30.65% -7.59% 0 assets for the year Provision for impairment of Construction in 6088768.51 0.22% 42782712.98 1.42% -1.20% construction in progress during the process year 858444163.2 Short-term loans 30.77% 675528858.48 22.36% 8.41% Size of short-term loans increased 5 The financial products adjusted to the Trading financial 632874406.3 item of ‘trading financial assets’ in the 22.68%0.000.00%22.68% assets 9 year and foreign investment increased during the year Account paid in 64415236.66 2.31% 29544788.35 0.98% 1.33% Increase in prepayment for natural gas advance The financial products adjusted to the Other current 331868661.6 11.89% 917288244.54 30.37% -18.48% item of ‘trading financial assets’ in the assets 2 year More investment on the investment Other equity 200615000.0 projects that measured at fair value and instrument 7.19% 81615000.00 2.70% 4.49% 0 with variation reckoned into other investment comprehensive income 135025883.2 Increase in commercial draft and bank Note payable 4.84% 30467345.48 1.01% 3.83% 7 acceptance Foreign assets account for a relatively high proportion □Applicable √Not applicable 2. Assets and liability measured at fair value √Applicable □ Not applicable 26深圳南山热电股份有限公司2021年年度报告全文 In RMB/CNY Cumulative Gain/loss of change of fair Impairment Amount Opening fair value Amount sold Other Ending Item value accrual in the purchased in amount changes in the in the Period changes amount recorded into Period the Period Period equity Financial assets Trading financial assets 72873680.0560000726632874406 (derivative 0.39.39 financial assets excluded) Other equity 119000000.0200615000 instrument 81615000.00 0.00 investment Total above 191873680. 560000726 833489406 81615000.00 mentioned 00 .39 .39 Financial 0.000.00 liabilities Other changes The financial products purchased in the year are calculated under ‘trading financial assets’ instead of ‘other current assets’ Whether there is a significant changes in the measurement attributes of the main assets during the period □Yes √No 3. Assets right restriction till end of reporting period There are no assets right restriction till end of the reporting period VII. Investment analysis 1. Overall situation √ Applicable □Not applicable Investment amount at same period last year Investment amount in the Period (RMB) Changes (+-) (RMB) 191831197.0021272400.00801.78% 27深圳南山热电股份有限公司2021年年度报告全文 2. The major equity investment obtained in the reporting period √ Applicable □Not applicable In RMB/CNY Invest With Progres For Antic ment laws Investe Shar Capit s as of Main m of Investm Time ipate gains/ uit Disclos d ehol al Part the busin inve ent horiz Type d losses invol ure date Disclosure index (if any) compan ding sourc ner balance ess stme amount on inco in the ved (if any) y ratio e sheet nt me Perio (Y/N date d ) Jiangsu Servi Liaoyu ce of Notice on the Investment for an resou 72873 Jiangsu Liaoyuan Enviro rce 680.00 Environmental Protection nmenta utiliz Joint Yuan Technology Co. Ltd.; Notice l ation Othe 72873 9.93 Own Long- stock 2021-1 N/A have 0.00 N No.: 2021-055; Disclosure Protecti techn r 680.00 % fund term comp 1-12 been media: China Securities on ology any investe Journal Securities Times Hong Technol of d Kong Commercial Daily and ogy waste Juchao Website Co. -wate Ltd. r Chin a Zhuhai Scie Hengqi nce n and Equit Notice on the Investment for Zhuozh Tech 14022 y Zhuhai Hengqin Zhuozhi i Inno Limit 9917.0 invest Capi Investment Partnership (Limited Invest vatio ed 0 Yuan -550 ment tal 118957 99.9 Own 5-yea 2020-1 Partnership); Notice No.: ment n partn have 273.2 N ventu incre 517.00 6% fund r 0-23 2020-051; Disclosure media: Partner Vent ershi been 0 re ase China Securities Journal ship ure p investe capita Securities Times Hong Kong (Limite Capi d l Commercial Daily and Juchao d tal Website Partner Man ship) age ment -550 191831 Total -- -- -- -- -- -- -- -- 273.2 -- -- -- 197.00 0 28深圳南山热电股份有限公司2021年年度报告全文 3. The major non-equity investment doing in the reporting period □ Applicable √ Not applicable 4. Financial assets investment (1) Securities investment □ Applicable √ Not applicable The Company had no securities investment in the reporting period. (2) Derivative investment □ Applicable √ Not applicable The Company had no derivatives investment in the reporting period. 5. Use of proceeds □ Applicable √ Not applicable The Company had no use of proceeds in the reporting period.VIII. Sales of major assets and equity 1. Sales of major assets □ Applicable √ Not applicable The Company had no sales of major assets in the reporting period. 2. Sales of major equity □ Applicable √ Not applicable IX. Analysis of main Holding Company and stock-jointly companies √Applicable □Not applicable Particular about main subsidiaries and stock-jointly companies net profit over 10% In RMB/CNY Register Operating Operating Name Type Main business Total assets Net assets Net profit capital revenue profit Shenzhen Technology New Subsidiar development regarding RMB 113.85 530506071. 95388390.5 279902287. -63634828. -63634828.Power y to application of million 75 8 61 14 14 Industrial remaining heat 29深圳南山热电股份有限公司2021年年度报告全文 Co. Ltd. (excluding restricted items) and power generation with remaining heat. Add: power generation through burning machines.Sludge drying; the design and operations management of sludge treatment and disposal facilities and engineering; the technology development technology transfer technical advice Shenzhen technical services of Shen Nan environmental Dian pollution control and Subsidiar RMB 79 Environm comprehensive 69312563.052067932.5-69977943.-70083714. 3412263.75 y million ent utilization domain; 687950 Protection (Except for the projects required to be Co. Ltd.approved before registration by laws administrative regulations or decisions and stipulation of the State Council the restricted items must be approved before operating) Engage in the technical advisory service for the Shenzhen construction projects of Shennandi gas-steam combined an Turbine Subsidiar cycle power plant RMB 10 53112551.6 38988381.2 43685185.4 Engineerin 1541455.25 1504549.25 y (station) and undertake million 1 0 3 g the maintenance and Technolog overhaul of the y Co. Ltd.operation equipment of gas-steam combined 30深圳南山热电股份有限公司2021年年度报告全文 cycle power plant (station). Import and export of goods and technologies (excluding distribution and state monopoly commodities) Self-supporting or import agent business of fuel oil; trade (excluding production and storage and transportation) in diesel lubricating oil liquefied petroleum gas natural gas compressed gas and liquefied gas chemical products (excluding dangerous chemicals); investment construction and Shenzhen technical supports in Server liquefied petroleum Petrochem gas natural gas and Subsidiar RMB 53.3 101091770. 83475727.2 -11476837. -7601325.8 ical related facilities; 1196857.16 y million 98 7 56 5 Supplying import and export businesses and Co. Ltd domestic trade of goods and technologies (excluding franchise exclusive control and monopoly products); leasing business.Licensed projects: fuel oil warehousing business (except for refined oil); general freight transport special transportation of goods (containers) special transportation of goods (tank) Gas turbine power Shen Nan Subsidiar RMB 746.8 263698889. -389404220 124646010. -331008024 -330756155 31深圳南山热电股份有限公司2021年年度报告全文 Dian generation waste heat y million 43 .60 22 .46 .47 (Zhongsha power generation n) Electric power supply and heating(heating pipe Power network excluded) Co. Ltd.leasing of wharf oil depots and power equipment felicities (excluding refined oil dangerous chemicals or flammable and explosive goods); leasing of land-use right; non-residential real estate leasing Shen Nan Agent for oils trade Energy Subsidiar US $ 0.9 and spare parts of gas 102739424. 100231032. -35387913. -35433131. 0.00 (Singapore y million 81 52 66 24 turbine ) Co. Ltd.Zhuhai Hengqin Zhuozhi Investmen RMB Subsidiar Equity investment 140290150. 140290150.t 140.918 0.00 -550273.10 -550273.10 y venture capital 23 23 Partnershi million p (Limited Partnershi p) Subsidiary disposes and acquired in the period □Applicable √ Not applicable Information on main holding company and stock-jointly companies X. Structured vehicle controlled by the Company □ Applicable √ Not applicable XI. Future Development Prospects (i) Brief analysis of macroeconomic situation and industry trend In accordance with the spirit of the Notice of Energy Bureau of Guangdong Province on Doing a Good Job in the Annual Transaction of Electricity Market in 2022 (YNDLH (2021) No. 582) and the Notice of Energy Bureau of Guangdong Province and South China Energy Regulatory Office of National Energy Administration on the Relevant Matters of the Electricity Market Transactions in 2022 (YNDL (2021) No. 110) in 2022 Guangdong's electricity market is about 550 billion kilowatt-hours the annual transaction scale of 32深圳南山热电股份有限公司2021年年度报告全文 which is 315 billion kilowatt-hours. In 2022 all the on-grid electricity of coal-fired power plants in the province will enter the power market all provincial-level dispatching and above gas-fired power plants will enter the power market and the prefecture-level dispatching gas-fired power plants can choose by themselves but are not allowed to quit once entered. All units of Ling’ao and Yangjiang Nuclear Power Plants enter the market and directly participate in electricity market transactions. In addition coal-fired and gas-fired units entering the power market will no longer arrange the base electricity and will be replaced by the electricity purchased on behalf of the units. However the electricity purchased on behalf of the units will no longer be subject to the on-grid price approved by the government but will be settled according to the monthly weighted comprehensive price of the power market.In principle starting from January 1 2022 the electricity spot market in the south (starting from Guangdong) will enter the trial operation of continuous settlement throughout the year and make rolling revisions to the spot implementation plan and market trading rules as needed and improve technical support system according to the method of "running and improving at the same time".In 2022 under the influence of various factors the power generation situation of 9E units in Guangdong province is still severe and the production and operation of the company's two 9E gas turbine power plants will face enormous pressure and challenges. Firstly it is estimated that the new generating unit capacity will be 8.685 kilowatts in 2022 and 9E gas turbine has no advantage in competition with large-capacity and high-efficiency units. Secondly the trading system restrains the proportion of medium and long term electric quantity and actual market electric quantity which reduces the possibility of a large proportion of excess electric quantity when the clearing income is large. Thirdly the continuous high price of natural gas will inevitably make it difficult for gas turbine power plants to make profits.(ii) Summary of the company's 2022 annual business plan The year 2022 is an important year for China to embark on a new journey to fully build a modern socialist country and is also a critical year for the transformation and development of Shenzhen Nanshan Power. The company will closely follow the national "14th Five-Year Plan" development planning and strategy layout accelerate the establishment of new development pattern and promote the strategic transformation and high-quality development of the company on the basis of conscientiously doing a good job in the safety production and operation of the main business of electric power. In 2022 the company will unswervingly take the "1+5" strategic roadmap as the guide take the annual work "226" project as the goal strive for progress through stability and promote stability through progress and go all out to do a good job in various tasks: 1. Adhere to the leadership of party building and continue to enhance the core role of party organization in leadership. In 2022 the Communist Party of China will start a new journey towards the second centenary goal the company will continue to adhere to the th guidance of party building focus on studying and implementing the spirit of the Sixth Plenary Session of the 19 CPC Central Committee consolidate and expand the achievements of party history study and education solidly carry out the construction of the theme style and continue to strengthen the "three important and one big" collective decision-making mechanism translate theory into guidelines for corporate governance production operations and transformation development realize the party building work to lead the central work and constantly enhance the core leadership role of the party organization in corporate governance. 2. Adhere to standardized operation and constantly improve the level of corporate governance. In strict accordance with the Company Law Securities Law Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations and the requirements of the normative documents do a good job in information disclosure based on the principles of "truth accuracy completeness timeliness and fairness" do a good job in the management of the three meetings on the premise of standardized operation do a good job in the management of investor relations in accordance with laws and regulations ensure the standardized operation of corporate governance production and operation and promote the improvement of corporate governance level. 33深圳南山热电股份有限公司2021年年度报告全文 3. Adhere to safe production and continue to strengthen internal management and internal control. According to the new annual business objectives we will pay close attention to safety production stock management and industrial upgrading strengthen internal management and go all out to complete the annual work arrangement. In terms of internal control construction we will continue to improve the internal control system construction strengthen the internal control management strictly follow the relevant regulations and combine the actual situation further improve the internal control system construction optimize the company's business process strengthen the implementation of the internal control management system and promote and improve the company's operat ion management level and management efficiency and enhance the risk prevention ability of the enterprise. 4. With the aim of maximizing the company's interests conduct land resource operation and management in accordance with laws and regulations. Closely track and study Qianhai regional planning and relevant polic ies maintain communication with relevant functional departments in Shenzhen and Shenzhen Qianhai Authority and strive to adjust the planning and positioning of the land where Nanshan Power Factory is located in a direction that is beneficial to the company; at the same time actively seize the development opportunities of the Shenzhen-Zhongshan Channel fully revitalize the land resources of Shen Nan Dian Zhongshan Company and strive for the implementation of new projects and new production capacity. With the participation and cooperation of legal advisors the company will carry out various tasks in accordance with the standardized requirements of listed companies and fulfill the necessary decision-making approval procedures and information disclosure obligations to maximize the protection of the company and all shareholders' interests and the legitimate rights and interests of employees. 5. Aiming at early transformation and development actively and steadily promoting the industrial upgrading. According to the annual work arrangement of “226” project the Company will adhere to the two concepts of safety-first and steady-oriented based on stock assets and resources start a new engine for industrial upgrading and transformation and make great efforts to promote the demonstration and landing of new production capacity and new projects with a steady progress and strive to accomplish the transformation development at an early date. 6. Take the continuous promotion of management innovation as the starting point and improve management efficiency and talent quality in all respects. Continue to deepen the reform of human resources adhering to the employment orientation of ‘revolutionary professional and youthful’ further optimize the allocation of human resources and prepare the management layout for the company's transformation and development in advance. Focus on training a group of young talents with high comprehensive quality high educational background professional domain knowledge and rich working experience and build a young and professional team of compound management cadres to reserve management talents for new projects and new industries and to escort the company's strategic transformation and long-term development.The business plan and related situation analysis described in this report do not constitute the company’s performance commitment to investors. The company reminds investors to maintain sufficient risk awareness and understand the difference between business plan and performance commitment and make prudent investment decision making.(iii) Possible main risks and countermeasures In terms of main business: in 2021 affected by multiple factors the company's two subordinate power plants faced huge pressure from the continuous rise in fuel prices and the surge in guaranteed power supply. With the continuous promotion and deepening of electricity market transactions in Guangdong province the company's main business operation situation is more serious under the situation of long-term spot trial settlement operation. The company will continue to strengthen the operation and management of stock assets actively respond to the requirements and changes of the power market and do its best to improve the profitability of its main business and overall operating efficiency. At the same time the company will actively explore diversified business mode ls and 34深圳南山热电股份有限公司2021年年度报告全文 opportunities for transformation and development to create better conditions for the company's sustainable operation and healthy development. 2. In terms of safety management: under the market-oriented power production model power plants will face more flexible dispatch methods and stricter assessment policies which put forward higher requirements for the operation and maintenance of existing aging power generation equipment. The company will formulate scientific and reasonable maintenance and technical transformation plans invest corresponding capital and technical strength continue to improve the maintenance and management level of equipment and implement the main responsibility for safe production so as to ensure the safe and stable operation of production facilities. At the same time it will further strengthen the work of epidemic prevention and control production safety network information sec urity and emergency response to ensure that no security accidents occur in the company's system and continue to play the supporting role of the main peak shaving power point. 3. In terms of fuel procurement: in 2022 the company's natural gas purchase price will mainly depend on the changing trend of the natural gas market and the sales prices of existing suppliers. In 2021 due to factors such as global economic recovery increased demand caused by extreme weather and low inventories sharp decline in green energy power generation output and the clearing of some power generation capacity due to the COVID-19 pandemic the global natural gas supply was tight and price shot up. In 2022 with the outbreak of the war between Russia and Ukraine bulk commodity prices have soared and the natural gas supply is more tight than expected. It is estimated that the company's natural gas procurement cost in 2022 will not be optimistic. In addition with the continuous advancement of the market-oriented reform of electricity trading in Guangdong Province the company's planned power generation will be difficult to match with the actual power generation resulting in a larger discrepancy between the planned and actual purchases of natural gas. As the natural gas purchase contract must be signed in advance the contracted gas volume has been basically determined at the time of signing. If we cannot take delivery of the gas as agreed due to factors such as the marketization of electricity transactions in the later period there may be risks of taking delivery of less gas than the con tracted gas volume. The company will continue to optimize the upstream and downstream partnerships give full play to the adjustment function of multiple gas sources and make every effort to reduce the cost of natural gas procurement while ensuring the gas demand for electricity production. 4. Land of Nanshan Power Factory: In December 2021 the company learned about the Notice of Shenzhen Municipal Bureau of Planning and Natural Resources on Printing and Distributing the "Urban Renewal and Land Preparation P lan of Shenzhen City in 2021" from the Shenzhen Government's website which still included the land purchase and storage of the company's Nanshan Power Factory and related content. Although the company actively used various opportunities to express its demands and suggestions as of the end of the reporting period it still had little effect. The Company will closely maintain communication with the relevant functional departments of Shenzhen and Shenzhen Qianhai Authority actively follow up the progress of the implementation of relevant government plans and work closely with legal counsel to study the related situation of the land of Nanshan Power Factory study and formulate coping strategies and work plans and do their best to safeguard the legitimate rights and interests of l isted company and all shareholders.Investors are advised to pay attention to the above-mentioned major risks and other risks that the Company may face and make rational investment decisions prudently. 35深圳南山热电股份有限公司2021年年度报告全文 XII. Reception of research communication and interview during the reporting period √Applicable □ Not applicable Main contents of the discussion Basic situation index of Time Location Way Type Reception target and information investigation provided Attend the general meeting and inquiry of Office from the Individual (23 Received according to Jan.-Dec. 2021 Field visit Individual register of headquarters person-time) the laws and regulations members (shareholders) etc.Query the number of shareholders as about the future development direction of the Interactive Individual (88 Jan.-Dec. 2021 Written inquiry Individual Company Rely in written timely platform person-time) progress of the investment items and lands with Nanshan Power Factory concerned Inquire and communicate the Company’s performance market Individual performance the Reply according to the Jan.-Dec. 2021 Telephoning Telephoning Individual (dozens of lands of laws and regulations times) Nanshan Power Factory and progress of the investment items etc. 36深圳南山热电股份有限公司2021年年度报告全文 Section IV. Corporate Governance I. Corporate governance of the Company During the reporting period in accordance with guideline of Company Law Securities Law Corporate Governance Guidelines Stock Listing Rules and administrative regulations other regulatory documents and requirements of Articles of Associations and rules of procedures constantly optimized the corporate governance structure maintained sound modern enterprise management system improve governance and standardization meticulous management and effectively protected the interests and legitimate rights of listed companies investors and employees. 1. Shareholders' meeting: the Company holds the shareholders general meeting in strict accordance with the legal procedures and to ensure that the shareholders exercise their rights in accordance with the law. During the reporting period the Company held one regular shareholders’ meeting and three extraordinary shareholders meeting to carefully deliberate and decide on issues which were submitted to the general shareholders’ meeting for approval. The convening of the shareholders’ meeting was legal and all decision-making processes were open fair and just. The qualifications and proposals of the attendees met the requirements of laws and regulations and the resolutions of the shareholders' general meeting were disclosed in a timely manner after the meeting which effectively protected all shareholders from exercising their right to know and vote on major issues of the Company in accorda nce with the law. Shareholders of the Company earnestly fulfilled their responsibilities under the Company Law and Articles of Association there were no large shareholders and related parties who occupied or transferred the Company's funds assets and other resources with various forms. 2. Board of Directors: The Company's board of directors adhered to standardized operation and management took various measures to strengthen its own construction and improved the board's standardized operation and scientific decision-making level. In the report period the Board of Directors of the Company held three regular meetings and seven extraordinary meetings to carefully research deliberate and make decisions on significant matters within the rights of board of directors. Four special committees under the Board of Directors the Strategy and Investment Committee Audit Committee Nomination Committee as well as Remuneration and Appraisal Committee are carefully deliberated relevant proposals and giving opinions and suggestions . The full use of the active role of the special committees in major investment decisions important personnel adjustments standardized salary management internal audit and risk control has effectively ensured the scientific nature of the Company's decisions and the normalization of management. Independent directors played their professional advantages upheld the objective and independent principle and conscientiously performed their duties and paid attention to the interests of the Company as a whole and those the shareholders of the Company especially the legitimate interests of minority shareholders. They issued independent opinions on resolutions and brought forward constructive comments and suggestions on the Company’s standardized operation and risk prevention. 3. Supervisory Committee: pursuit to relevant rules of laws and regulations supervisory committee of the Company perform the supervision responsibility in line with to the Company and shareholders responsible manner. During the reporting period the Supervisory Committee of the Board held three regular meetings and four extraordinary meetings effectively supervised the day-to-day operations of the board of directors the Company's financial status operating conditions financial investment and the legality and compliance of directors and senior management in performing their duties independently issued opinions and effectively protected the legitimate rights and interests of the Company and shareholders especially the small and medium shareholders. At the same time the board of supervisors extended the connotation of supervision and standardized operation and risk prevention to daily operations the board of supervisors also learned about the Company's operations and management by attend ing 37深圳南山热电股份有限公司2021年年度报告全文 the shareholders' meetings and attending the board meetings and organizing on-site inspections on the Company's subsidiaries to better understand the Company's operations and management so as to better perform supervisory duties. 4. Manager Office: During the reporting period the Company's managers strictly implemented various decisions of the shareholders' meeting and the board of directors in accordance with the requirements of relevant laws and regulations and the Company's Articles of Association and other regulatory documents and actively organized the Company's various production operation and management tasks constantly improved the office conference system and internal control system continued to optimize work processes and decision-making procedures built a harmonious and aggressive corporate culture atmosphere followed the work principle of reasonable division of labor and enhanced cooperation and the purpose of collective decision-making on major issues and continuously improved the Company's management level and strive to achieved better business performance. 5. Major information confidentiality : In strict accordance with the regulations and requirement of Rules Governing the Listing of Stocks and Insiders Registration System to standardize the confidentiality of inside information and submit the inside information list in strict accordance with relevant regulations kindly reminded the insider information to strictly comply with the rela ted regulations on insider information confidentiality and stocks trading of the Company before the convening of the meetings of general shareholders board of directors and supervisory board. There were no significant information disclosures within the reportin g period.There were no significant information disclosures within the reporting period. During the reporting period the Company did not provide undisclosed information to large shareholders in violation of information disclosure requirements. 6. Information disclosure and investor relations management: During the reporting period in strict accordance with the requirement of relevant laws regulations and normative documents as Company Law Rules Governing the Listing of Stocks and Management Mechanism of the Information Disclosure conscientiously fulfill the obligation of information disclosure and disclosed the periodic and Ad-hoc Reports in a timely and fair manner to whole shareholders on China Securities Journal Securities Times Hong Kong Commercial Daily and Juchao Website with truthfulness accuracy and completeness contents. In 2021 the Company completed the preparation and disclosure of periodic reports and interim announcements on schedule a total of 60 announcements were issued throughout the year strive to give investors a complete picture of the Company’s produce operation governance and significant matters. The Company strictly complied with the requirements of the "Company Investor Relations Management Work System" and did a good job in investor relations management. In addition to the on-site visit reception it also used the Company's mailbox investor phone line and the irm.cninfo.com.cn of Shenzhen Stock Exchange the smooth communication channels with investors enabled investors to have a more comprehensive in-depth and objective understanding of the Company. 7. Internal control and standardized management: During the reporting period in order to better meet the company's needs for standardized governance and efficient operation in accordance with the requirement of relevant laws regulations and normative documents combine with actual condition of the Company to established and completed the management mechanism and working procedure matching the innovation management mode timely to ensure an efficient decision-making and standardization of the business operation. The Company carried out special audit work on internal control self-evaluation and internal regular audit and took active and effective measures to improve existing problems and deficiencies. Strengthened the training and ideological education of directors supervisors senior officers personnel and middle-level management cadres at all levels and emphasized the performance of duties according to law standardized the words and deeds and fought against corruption. The company has been striving to prevent business management risks by continuously improving the internal control system increasing the assessment and rewards and punishments and further improving the standardization of management. 8. Self-examination and continuous improvement of corporate governance: in accordance with the spirit of the "Opinions of the State 38深圳南山热电股份有限公司2021年年度报告全文 Council on Further Improving the Quality of Listed Companies" and the "Notice of the Shenzhen Securities Regulatory Bureau on Promoting the Implementation of Main Responsibilities of Listed Companies in the Jurisdictional Area to Improve Governance and Achieve High-Quality Development" and other documents and the relevant requirements of Shenzhen Securities Regulatory Bureau the company carried out a self-inspection of the governance situation and formed a "Self-inspection Report on the Quality of Corporate Governance" which was submitted to the Shenzhen Securities Regulatory Bureau within the specified time and in accordance with the requirements on February 1 2021 the "Self-inspection Report on the Quality of Corporate Governance" has been submitted to the sixteenth extraordinary meeting of the company's eighth board of directors for deliberation. In accordance with the spirit of the China Securities Regulatory Commission's "Announcement on Launching Special Actions on the Governance of Listed Companies" and the requirements of the Shenzhen Securities Regulatory Bureau the company has initiated relevant work and completed on schedule during the reporting period.Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for listed Company from CSRC? □Yes √ No There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance for listed Company from CSRC.II. Independence of the Company relative to controlling shareholder and the actual controller in ensuring the Company’s assets personnel finance organization and businesses The Company has not controlling shareholder. The Company is completely independent in personnel assets finance business a nd institutions and is able to make independent decision and operations. 1. Personnel independence: The Company has set up an independent human resource management system and compensation & benefits systems. All members of the management level and senior officers are full-time executives and are paid remuneration by the Company and none of them takes any administrative positions other than director and supervisor in shareholders units. Within the amount approved by the Board the Company independently hires or fires employees according to the management needs. The Company has established a more perfect human resources management system and has an independent management right. 2. Assets independence: the Company has independent production facilities and auxiliary systems land use rights property rights office facilities and equipment. Within the range authorized by the board of directors and general shareholders’ meeting the Company has the powers of independent acquisition and disposition of assets. 3. Financial independence: The Company has independent financial management and accounting system is equipped with independent financial management and accounting personnel and establishes a relatively sound financial management system independent bank account and tax accounts. Within the range authorized by the board of directors and shareholders’ meeting the Company can made independent financial decision and there are no substantial shareholders with financial management interference embezzlement of funds and other circumstances. 4. Business independence: the Company independently carries out production and business activities has set up independent and complete production procurement sales channels and management system. Within the range authorized by the board of directors and shareholders’ meeting the Company makes its own management decisions carries out self management and takes full responsibilities for its own profits and losses. 5. Independent organization: The Company in accordance with the needs of production operation management followed modern 39深圳南山热电股份有限公司2021年年度报告全文 enterprise management standards and established a relatively sound organization and management structure. There were neither interference of shareholders in the establishment and operation of the neither Company nor organization structure shared between shareholders and the Company.III. Horizontal competition □ Applicable √ Not applicable IV. In the report period the Company held annual shareholders’ general meeting and extraordinary shareholders’ general meeting 1. Annual Shareholders’ General Meeting in the report period Ratio of investor Date of Session of meeting Type Date participat disclosure Meeting resolutions ion Deliberated and approved proposals including: Amendment of the Article of Association of Shenzhen Nanshan Power Co. Ltd.; Amendment of the Rules of First extraordinary Extraordinary Procedure for Shareholders General Meeting of February 19 February 19 shareholders’ general shareholders’ 39.27% Shenzhen Nanshan Power Co. Ltd.; Amendment of 20212021 meeting of 2021 general meeting the Rules of Procedure for Board of Directors of Shenzhen Nanshan Power Co. Ltd. and Amendment of the Rules of Procedure for Board of Supervisory of Shenzhen Nanshan Power Co. Ltd.Deliberated and approved proposals including: Report on the Work of BOD for year of 2020; Report on the Work of BOS for year of 2020; Financial Report for year of 2020; Profit Distribution P lan for year of Annual General April 16 April 16 2020; Annual Report of 2020 (full-text) and its AGM 39.20% Meeting of 2020 2021 2021 Summary; Guarantee Provided by the Company for its Controlling Subsidiary in 2021; Appointment of Auditing Institution for year of 2021 and Remuneration Determination; Remuneration of the Chairman for year of 2021 Second Deliberated and approved 12 proposals related to the Extraordinary extraordinary April 26 April 26 renewal of the Company including Election of Mr. Li shareholders’ 39.19% th shareholders’ general 2021 2021 Xinwei as the Non-independent Director of the 9 general meeting meeting of 2021 BOD of the Company Third Extraordinary Deliberated and approved the Proposal to Re-elected September September extraordinary shareholders’ 39.18% th Some Non-independent Director of 9 BOD of the 132021132021 shareholders’ general general meeting Company; Proposal on Purchasing Wealth 40深圳南山热电股份有限公司2021年年度报告全文 meeting of 2021 Management products with Idle Own Funds 2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore □ Applicable √ Not applicable V. Directors supervisors and senior officers 1. Basic information Numb Numb er of er of Reaso Number Shares shares shares Other Shares ns for of Worki Start dated End date held at Stock increa decrea chang held at increa restricted Name Title ng Sex Age of office of office period- option sed in sed in es period- se or shares status term term begin s this this (share end decrea granted (share) period period ) (share) se of (share) (share (share shares )) Curre Li August 28 April 26 Chairman ntly in M 56 0 0 0 0 0 0 0 Xinwei 2017 2024 office Curre Hu Vice September April 26 ntly in M 51 0 0 0 0 0 0 0 Ming chairman 13 2021 2024 office Huang Vice Leave April 26 August M 41 0 0 0 0 0 0 0 Bangxin chairman office 2021 20 2021 Li Vice Leave January 13 April 26 Hongshe M 58 0 0 0 0 0 0 0 chairman office 2011 2021 ng Curre Huang June 3 April 26 Director ntly in M 50 0 0 0 0 0 0 0 Qing 2019 2024 office Curre August 28 April 26 Director ntly in M 56 0 0 0 0 0 0 0 20172024 Chen office Yuhui Curre August 11 April 26 GM ntly in M 56 0 0 0 0 0 0 0 20172024 office Curre Wu April 25 April 26 Director ntly in M 56 0 0 0 0 0 0 0 Guowen 2016 2024 office 41深圳南山热电股份有限公司2021年年度报告全文 Standing Curre April 1 April 26 Deputy ntly in M 56 0 0 0 0 0 0 0 20162024 GM office Curre Sun April 26 April 26 Director ntly in M 38 0 0 0 0 0 0 0 Huirong 2021 2024 office Li Leave June 3 April 26 Director M 42 0 0 0 0 0 0 0 Wenying office 2019 2021 Curre Mo Independe November November ntly in M 55 0 0 0 0 0 0 0 Jianmin nt director 17 2017 17 2023 office Curre Chen Independe November November ntly in M 51 0 0 0 0 0 0 0 Zetong nt director 17 2017 17 2023 office Curre Independe November April 26 Du Wei ntly in M 66 0 0 0 0 0 0 0 nt director 11 2019 2024 office Chairman Curre Ye of November April 26 ntly in M 58 0 0 0 0 0 0 0 Qiliang supervisor 17 2017 2024 office y board Curre Li April 26 April 26 Supervisor ntly in M 43 0 0 0 0 0 0 0 Caijun 2021 2024 office Li Leave June 3 April 26 Supervisor M 41 0 0 0 0 0 0 0 Zhiwei office 2019 2021 Curre Liao June 3 April 26 Supervisor ntly in M 33 0 0 0 0 0 0 0 Junkai 2019 2024 office Employee Curre Qian representat April 26 April 26 ntly in M 53 0 0 0 0 0 0 0 Wenhui ive 2021 2024 office supervisor Employee Curre representat April 26 April 26 Lu Yindi ntly in F 39 0 0 0 0 0 0 0 ive 2021 2024 office supervisor Liang Employee Leave November April 26 Jianqian representat M 53 0 0 0 0 0 0 0 office 12 2014 2021 g ive 42深圳南山热电股份有限公司2021年年度报告全文 supervisor Employee representat Leave November April 26 Peng Bo M 48 1527 0 0 0 0 0 1527 ive office 17 2017 2021 supervisor Curre Deputy December April 26 ntly in F 53 GM 30 2006 2024 Zhang office 173250000017325 Jie Secretary Leave December April 26 of the F 53 office 23 2015 2021 Board Secretary Curre April 26 April 26 Zou Yi of the ntly in M 48 0 0 0 0 0 0 0 20212024 Board office Leave November March 30 Dai Xiji CFO M 52 0 0 0 0 0 0 0 office 17 2017 2021 Total -- -- -- -- -- -- 18852 0 0 0 0 0 18852 -- During the reporting period whether there was any departure of directors and supervisors and dismissal of Senior Officers √ Yes □ No On 19 August 2021 BOD of the Company received a written resignation report from Director and Deputy Chairman of the Company th Mr. Huang Bangxin. Mr. Huang resigned as Director and Deputy Chairman of the 9 BOD of the Company due to work reasons; and at end of March 2021 BOD received a written resignation report from CFO of the Company Mr. Dai Xiji Mr. Dai resigned as CFO of the Company for work reasons.Changes of directors supervisors and senior officers √Applicable □ Not applicable Name Title Type Date Reason Leaving at the Li Hongsheng Vice chairman end of the term April 26 2021 of office Huang Bangxin Vice chairman Be elected April 26 2021 Huang Bangxin Vice chairman Leave office August 20 2021 Job changes Hu Ming Vice chairman Be elected September 13 2021 Leaving at the Li Wenying Director end of the term April 26 2021 of office Sun Huirong Director Be elected April 26 2021 Leaving at the Li Zhiwei Supervisor April 26 2021 end of the term 43深圳南山热电股份有限公司2021年年度报告全文 of office Li Caijun Supervisor Be elected April 26 2021 Leaving at the Employee Liang Jianqiang end of the term April 26 2021 supervisor of office Leaving at the Employee Peng Bo end of the term April 26 2021 supervisor of office Employee Qian Wenhui Be elected April 26 2021 supervisor Employee Lu Yindi Be elected April 26 2021 supervisor Dai Xiji CFO Leave office March 30 2021 Job changes Secretary of the Zou Yi Be elected April 26 2021 Board Leaving at the Secretary of the Zhang Jie end of the term April 26 2021 Board of office 2. Post-holding Professional background major working experience and present main responsibilities in Company of directors supervisors and senior officers at the present Mr. Li Xinwei was born in 1965 communist party member a senior accountant a postgraduate of Xiamen University and a master of business administration. From 1984 to 1992 he held the post of director of the accounting department of Guangdong Nuclear Power Joint Venture Co. Ltd.; from 1992 to 2006 he served as the financial manager of Shenzhen Worldsun Enterprises Co. Ltd.and he served as the director of finance department of Shenzhen Mawan Power Co. Ltd. the chief accountant and the director of finance department of Shenzhen Energy Group Power Generation Branch the deputy director of capital office of Shenzhen Energy Group Co. Ltd. (at ministerial level) the director and deputy general manager of Shenzhen Mawan Power Co. Ltd.; from 2004 to 2006 he also served as the chairman of Huizhou City Gas Development Co. Ltd.; from 2006 to August 2017 he held the post of managing director of Shenzhen Energy Finance Co. Ltd. he also holds the post of chairman of Sichuan Shenzhen Energy Power Investment Holding Co. Ltd. from 2015 to October 2018; and he has held the post of chairman and director of the Company since August 2017 since July 2018 he has been the secretary of party general branch and secretary of the party committee of the company now served as director of Shenzhen Energy Group Co. Ltd. cha irman of Shenzhen Shen Nan Dian Environment Protection Co. Ltd.and chairman of Shenzhen Shennandian Turbine Engineering Technology Co. Ltd.Mr. Hu Ming born in 1970 a member of China National Democratic Construction Association master and senior engineer. From March 2003 to December 2019 he worked at the Housing and Construction Bureau and Auditing Bureau of Nanshan District. From January 2020 to August 2021 he worked as managing director of Shenzhen Dashahe Construction Investment Co. Ltd. and managing director of Shenzhen Nanshan Anju Construction Development Co. Ltd. Since September 2021 he acts as the managing director of Shenzhen Guangju Energy Co.Ltd. and he acts as the vice president of the company since September 2021. 44深圳南山热电股份有限公司2021年年度报告全文 Mr. Huang Qing born in 1971 communist party member intermediate economist master of economics graduated from Wuhan University with a major in national economic planning and management. He successively served as a staff member deputy chief staff member and a chief staff member of the General Office of Shenzhen Municipal Government deputy chief of the General Office of Shenzhen Municipal Government chief of the General Office of Shenzhen Municipal Government deputy departmental-level secretary of the General Office of Shanxi Provincial Government deputy director of Shanxi Provincial Government's Guangzhou Office and a member of the Party Group. He currently serves as deputy general manager of Shenzhen Capital Holding Co. Ltd.concurrently serves as director and president of Guangzhou NasSoft Information Technology Co. Ltd. director of Shenzhen Energy Group Co. Ltd. director and vice president of Shenzhen Water Investment Co. Ltd. director of Shenzhen HTI Group Co. Ltd.director of Xiong'an Lvyan Zhiku Co. Ltd. director of Shenzhen Institute of Building Research Co. Ltd. supervisor of Shenzhen Yixin Investment Co. Ltd. and the director of Shum Yip Investment Development Co. Ltd .; and he serves as the director of the Company since June 2019.Mr. Chen Yuhui was born in 1965 communist party member a senior engineer graduated from Shanghai Jiao Tong University and obtained a bachelor's degree in marine power and a master's degree in vibration shock & noise (postgraduate degree). In 1989 he worked in the maintenance department of Shenyang Liming Gas Turbine Co. Ltd.; from December 1989 to June 2006 he worked in Shenzhen Energy Group Yueliangwan Power Plant and successively held the posts of chief-operator of operation department specialist engineer of general office deputy director of maintenance department factory deputy manager factory manager etc.; from June 2006 to July 2014 he worked in Shenzhen Energy East Power Plant and held the posts of deputy general manager and operat ion director; from August 2017 to present he served as the chairman general manager from May 2019 to present he has been the deputy secretary of the party committee of the company and the chairman of Shen Nan Dian (Zhongshan) Electric Power Co. Ltd.Mr. Wu Guowen born in 1965 an undergraduate He worked in Shenzhen Guangju Energy Co. Ltd. since 1994; and worked in Shenzhen Yisheng Liquid Storage Co. Ltd. from 2008 to November 2010 and served as deputy GM; he works in Shenzhen Guangju Real Estate Co. Ltd. From December 2010 to March 2016 and successively appointed as standing deputy GM legal representative executive director and GM; serves as staff supervisor in Shenzhen Guangju Energy Co. Ltd. from August 2013 to March 2018 he serves as chairman of Shenzhen Server Petrochemical Supplying Co. Ltd. from March 2018 to September 2021 he serves as director standing deputy GM of the Company since April 2016.Mr. Sun Huirong born in 1983 a member of the Communist Party of China master degree intermediate engineer title. He used to be a senior staff member and project leader of Shenzhen Geotechnical Investigation & Surveying Institute (Group) Co. Ltd. the investment director of Shenzhen Deep Share China Investment Management Co. Ltd. and the senior manager and deputy section head of research department and the deputy director of strategic research and M&A department of Shenzhen Capital Holdings Co.Ltd.. He serves as the director of asset management department of Shenzhen Capital Holdings Co. Lt d.and serves as a director of the company since April 2021.Mr. Mo Jianmin was born in 1966 a China Certified Public Accountant graduated from School of Law of Nanchang University.From March 1985 to October 1996 he worked at Tonggu County Taxation Bureau of Jiangxi Province and Local Taxation Bureau of Tonggu County; from November 1996 to October 1999 he worked at Shenzhen Tongren Certified Public Accountants; from October 1999 to March 2001 he worked at Zhongtianqin Certified Public Accountants; from April 2001 to December 2003 worked at Shenzhen Languang Enterprise Group; from January 2004 to December 2010 he worked at Shenzhen Jinniu Accounting Firm; from January 2011 to October 2012 he was appointed as a partner of Jonten Certified Public Accountants Shenzhen Branch; from November 2012 to May 2014 he served as a partner of Beijing Yongtuo Certified Public Accountants; he has served as a partner of Da Hua Certified Public Accountants since June 2014. He also serves as independent director of Shenzhen Kunpeng Holdings Co.Ltd. independent director of Shenzhen Zhuolineng Technology Co. Ltd. and executive director of Shenzhen Yishanghui Investment 45深圳南山热电股份有限公司2021年年度报告全文 Co. Ltd. He serves as independent director of the Company since Nov. 2017.Mr. Chen Zetong was born in 1970 a bachelor of laws at Southwest University of Political Science and Law a master of laws at the University of Hong Kong a doctor of laws at Jilin University. From 1994 to 2003 he served as a court clerk assistant judge and judge at the Real Estate Trial Division of Shenzhen Intermediate People's Court; from 2003 to 2006 he served as the presiding judge at the Economic Trial Division; from July to August 2002 he practiced as a judicial assistant in the High Court of Hong Kong ; from 2006 to 2010 he served as the deputy presiding judge at the seventh court of Shenzhen Intermediate People's Court (Corporate Liquidation and Bankruptcy Trial Division) and presided over the work of this court from June 2006 to August 2008. From 2010 to 2012 he served as a partner of Beijing King & Wood Mallesons. Since 2012 he has been a senior partner of Beijing JunZeJun Law Offices. He is currently an arbitrator of Shenzhen Court of International Arbitration (Also known as South China International Economic and Trade Arbitration Commission Shenzhen Arbitration Commission) concurrently an independent director of listed company Tianma Microelectronics Co. Ltd. an independent director of non-listed company Funde Insurance Holding Co. Ltd. an independent director of Funde Sino Life Co. Ltd. and an independent director of Sino Life Assets Management Co. Ltd. He serves an independent director of the Company since November 2017.Mr. Du Wei born in 1955 communist party member senior engineer Ph.D. graduated from the Institute of Plasma Physics Chinese Academy of Sciences majoring in nuclear fusion and plasma physics. He served as a cadre of the National Energy Commission assistant engineer and principal staff member of the Yangtze River Basin P lanning Office engineer and deputy manager of China Nanshan Development Co. Ltd. deputy general manager and general manager of Shenzhen Changjiang Computer Industry Corporation deputy director and director of the senior manager evaluation and recommendation center of the Organization Department of Shenzhen Municipal Committee deputy general manager of Shenzhen Expressway Development Co. Ltd.; president of Shenzhen International Western Logistics Co. Ltd. general manager of Shenzhen International Qianha i Industry (Shenzhen) Co.Ltd. and senior consultant of Shenzhen International Business Management (Shenzhen) Co. Ltd. He is currently Current Execut ive Director and GM of Shenzhen Borun Investment Co. Ltd. Executive Director and GM of Shenzhen Tianyu Freight Forwarding Co.Ltd. and has been an independent director of the Company since November 2019.Members of supervisory committee of the board: Mr. Ye Qiliang was born in 1963 a member of the Communist Party of China with a college degree. From 1979 to January 1984 he served in the Army 83020; from January 1984 to March 1997 he worked in Quannan County of Jiangxi Province; from March 1997 to February 1999 he worked at Shenzhen Shennan Petroleum (Group) Co. Ltd. and served as a clerk in the investment department; from February 1999 to June 2009 he worked at Shenzhen Guangju Energy Co. Ltd. and served as the deputy director of the gene ral manager office the deputy director of the secretariat of the board of directors and the representative of securities affairs; he serves as the committee member of labor union of Shenzhen Guangju Energy Co. Ltd. since July 2012; from July 2009 to March 2016 he successively served as the deputy general manager and general party branch member of Shenzhen Nanshan Petroleum Co. Ltd.; he has served as the secretary of party general branch of the Company from April 2016 to July 2018 served as the deputy secreta ry of party general branch of the Company from July 2018 to May 2019 now he served as deputy party secretary the Company since May 2019. Since September 2021 he has also served as the chairman of Shenzhen Server Petrochemical Supplying Co. Ltd. Since November 2017 he has been the chairman of the company's board of supervisors.Mr. Li Caijun born in 1978 a member of the Communist Party of China master degree. He was an accounting teacher of Chongqing Beibei Vocational Education Center the financial manager of Chongqing Yanlong Property Development Co. Ltd. the manager of investment banking department of Shenzhen Energy Finance Co. Ltd. the director and deputy director of financial management department of Shenzhen Special Zone Construction and Development Group Co. Ltd. the deputy director of strategic research and M&A department of Shenzhen Capital Holdings Co. Ltd. and the chief financial officer of Shenzhen Water Investment 46深圳南山热电股份有限公司2021年年度报告全文 Group; He serves as the director of financing plan department of Shenzhen Capital Holdings Co. Ltd. and serves as the supervisor of the company since April 2021.Mr. Liao Junkai born in 1988 CPC member master of law graduated from South China University of Technology with a major in master of law (law). He has successively held positions of assistant supervisor and manager of the Risk Control Department of Shenzhen Capital Co. Ltd. Form November 2020 to November 2021 he serves as supervisor of Shenzhen Academy of Building Research Co. Ltd. From June 2021 he serves as the general manager of the asset management center of Shenzhen Kelu Electronic Technology Co. Ltd. He has been a supervisor of the Company since June 2019.Mr. Qian Wenhui born in 1968 accountant bachelor degree graduated from Changsha Normal University of Water Resources and Electric Power in 1990 majoring in financial accounting. From July to October 1990 he worked at Wuhan Yangluo Power Plant.From October 1990 to August 2003 he worked at the finance department of the Company. From August 2003 to October 2011 he was the chief financial officer of Zhongshan Zhongfa Power Co. Ltd.. From March 2014 to December 2016 he served as a supervisor of Zhongshan Shenzhong Real Estate Development Co. Ltd. and Zhongshan Shenzhong Real Estate Investment and Property Co. Ltd.. He has been serving as the director of audit risk control department of the Company since November 2010 a supervisor of Shenzhen Server Petrochemical Supplying Co. Ltd since May 2014 and a supervisor of the company's employee representative since April 2021.Ms. Lu Yindi born in 1982 a member of the Communist Party of China master degree graduated from the School of Management Huazhong University of Science and Technology in 2008 majoring in Management Science and Engineering. In July 2008 she joined the Global Supply Chain Management Office of iDSBG Business Group of Foxconn Technology Group and successively served as deputy section chief section chief and specialist manager of supply Chain Management Office. Since August 20 18 she has been working in the Company as the director of contract and bidding management of the safety technology departmentthe deputy director and the director of the supply department and the deputy director of fuel management department of Nanshan Power Factory.She has been the director of the board of directors office of the company since June 2021. Since April 2021 he has been working as the supervisor of the company's employee representative.Senior officers of the Company: Resume of Director/GM Chen Yuhui and Director/ standing deputy GM Wu Guowen found the aforesaid.Ms. Zhang Jie born in 1968 CHRM Master of Psychology of Beijing University; she was successively study with specialty of British and American Literature in the Foreign Language Department of Zhengzhou University and specialty of applied psychology in the Psychology Department Beijing University. She used to work in Henan Provincial Seismological Bureau as a translator. She worked in the finance department and office after joining the Company and successively held the posts of secretary office director general manager assistant and employee supervisor of the Company since 1993. From 2014 to September 2018 concurrently served as the chairman of Shenzhen Shen Nan Dian Environment Protection Co. Ltd. from December 2015 to April 2021 he concurrently served as the Secretary of the Board of Directors of the Company she holds the Deputy General Manager of the Company since December 2006.Mr. Zou Yi born in 1973 a member of the Communist Party of China economic manager master of economics. From July 1994 to September 2007 he worked at the headquarters of Shenzhen Energy Group Co. Ltd. successively served as the business director of finance department the deputy director of fund office and the business director of secretary office of the board of directors. From September 2007 to December 2017 he served as the head of the fund department of Shenzhen Energy Finance Co. Ltd.; from December 2017 to July 2019 he served as the deputy general manager of Shenzhen Energy Finance Co. Ltd.. From August 2017 to November 2018 he concurrently served as a director of Huizhou Shenzhen Energy Fengda Power Co. Ltd.. From August 2019 to April 2021 he served as the director of the office of the board of directors of the Company and from July 2020 to April 2021 he 47深圳南山热电股份有限公司2021年年度报告全文 concurrently served as the director of the administration and management department of the Company. He serves as the secretary of the board of the Company from April 2021.Post-holding in shareholder’s unit √Applicable □ Not applicable Received Position in remuneration from Name Name of shareholder’s unit shareholder’s Worked from Expired on shareholder’s unit unit n (Y/N) Li Xinwei Shenzhen Energy Group Co. Ltd. Director April 24 2019 N Huang Qing Shenzhen Energy Group Co. Ltd. Director April 24 2019 N Post-holding in other unit √Applicable □ Not applicable Received Position in remuneration Name Name of other units Worked from Expired on other unit from other unit (Y/N) Shenzhen Shen Nan Dian Chairman October 30 2018 N Environment Protection Co. Ltd.Shenzhen Shennandian Turbine Li Xinwei Chairman January 18 2019 N Engineering Technology Co. Ltd.Shen Nan Energy (Singapore) Co.Director December 27 2017 N Ltd.August 20 2021 Hu Ming Shenzhen Guangju Energy Co. Ltd. Director GM Y August 4 2021 Deputy Huang Qing Shenzhen Capital Holdings Co. Ltd. General September 1 2016 Y Manager Shen Nan Dian (Zhongshan) Electric Chairman August 26 2017 N Power Co. Ltd.Chen Yuhui Shen Nan Energy (Singapore) Co.Director December 27 2017 N Ltd.Shenzhen Server Petrochemical Ye Qiliang Chairman September 2 2021 N Supplying Co. Ltd Head of Asset Sun Huirong Shenzhen Capital Holdings Co. Ltd. Management April 18 2021 Y Department Li Caijun Shenzhen Capital Holdings Co. Ltd. Deputy April 18 2021 Y 48深圳南山热电股份有限公司2021年年度报告全文 director of accounting and finance department General Manager of Shenzhen Kelu Electronic Technology Liao Junkai Asset June 7 2021 Y Co. Ltd.Management Center Qian Wenhui Shenzhen Serve Energy Co. Ltd. Supervisor September 2 2021 N Da Hua Certified Public Accountants Partner June 9 2014 Y Independent Shenzhen Kunpeng Holdings Co. Ltd. October 1 2019 Y Mo Jianmin director Shenzhen Zhuolineng Technology Co. Independent December 1 2020 Y Ltd. director Chen Zetong Junzejun Law Offices Senior Partner September 1 2012 Y Director Shenzhen Borun Investment Co. Ltd. General February 1 2020 N Manager Du Wei Executive Shenzhen Tianyu Freight Forwarding Director February 1 2021 N Co. Ltd. General Manager Punishment of securities regulatory authority in recent three years to the Company’s current and outgoing directors supervis ors and senior officers during the reporting period □ Applicable √ Not applicable 3. Remuneration for directors supervisors and senior officers Decision-making procedures recognition basis and payment for directors supervisors and senior officers 1. Decision-making process: In accordance with relevant regulations of “Articles of Association” the stockholders' meeting would determine the remuneration of directors and supervisors and the board of directors would determine the remuneration of senior officers. 2. Determine basis: Currently except for the independent directors the Company has no remuneration system for non-independent directors and supervisors the directors and staff supervisor only received the pay for the post actually served in the Compa ny. The Board of Directors will define the annual remuneration standard of the senior officers of the Company on the basis of annual operating performance post rank and other factors and in consideration of the industrial remuneration level. It will decide the actually paid remuneration standard by referring to the examination of annual operation performance and audit status. 3. Actual payment: the Company is strictly paying the remuneration to directors in line with the decision-making process and determining basis on remuneration for directors supervisors and senior officers the relevant expenses arising from transportation 49深圳南山热电股份有限公司2021年年度报告全文 accommodation research study and attending a meeting are borne by the Company.Remuneration for directors supervisors and senior officers in reporting period In 10 thousand Yuan Total Whether remuneration remuneration Post-holding Name Title Sex Age obtained from the obtained from status Company (before related party of taxes) the Company Currently in Li Xinwei Chairman M 56 85.5 N office Li Hongsheng Vice chairman M 58 Leave office 0 Y Huang Bangxin Vice chairman M 41 Leave office 0 Y Currently in Hu Ming Vice chairman M 51 0 Y office Currently in Huang Qing Director M 50 0 Y office Currently in Chen Yuhui Director GM M 56 77.5 N office Director Currently in Wu Guowen Standing Deputy M 56 72 N office GM Currently in Sun Huirong Director M 38 0 Y office Li Wenying Director M 42 Leave office 0 Y Independent Currently in Mo Jianmin M 55 11.9 N director office Independent Currently in Chen Zetong M 51 11.9 N director office Independent Currently in Du Wei M 66 11.9 N director office Chairman of Currently in Ye Qiliang M 58 71.5 N supervisory board office Li Zhiwei Supervisor M 41 Leave office 0 Y Currently in Li Caijun Supervisor M 43 0 Y office Currently in Liao Junkai Supervisor M 33 0 Y office 50深圳南山热电股份有限公司2021年年度报告全文 Employee Liang Jianqiang M 53 Leave office 44.07 N supervisor Employee Peng Bo M 48 Leave office 39.5 N supervisor Employee Currently in Qian Wenhui M 53 41.23 N supervisor office Employee Currently in Lu Yindi F 39 31.82 N supervisor office Currently in Zhang Jie Deputy GM F 53 69.5 N office Secretary of the Currently in Zou Yi M 48 57.43 N Board office Dai Xiji CFO M 52 Leave office 11.58 N Total -- -- -- -- 637.33 -- VI. Responsibility performance of directors during the reporting period 1. The board of directors during the reporting period Session of Date of meeting Disclosure date Meeting resolutions meeting Deliberated and approved proposals including: Amendment of the Article of Association of Shenzhen Nanshan Power Co. Ltd.; th The 16 Amendment of the Rules of Procedure for Shareholders General Extraordinary February 1 2021 February 2 2021 Meeting of Shenzhen Nanshan Power Co. Ltd.; Amendment of the th Meeting of the 8 Rules of Procedure for Board of Directors of Shenzhen Nanshan Board of Directors Power Co. Ltd. and Holding the First Extraordinary General Meeting of Shareholders for the year of 2021 Deliberated and approved proposals including: Report on the Work of BOD for year of 2020; Financial Report for year of 2020; the Provision for Impairment of Various Assets in 2021; Profit Distribution Plan for year of 2020; Request for Consideration of the Annual Internal Control Evaluation Report for 2020; Annual Report th The 8 session of of 2020 (full-text) and its Summary; Comprehensive Management th 8 board of March 24 2021 March 26 2021 Plan for year of 2021; Accrual of Remuneration for year of 2021; The directors Company and its Controlling Subsidiary Applied for Financing Comprehensive Credit and Provided Guarantee for year of 2021; Appointment of Auditing Institution for year of 2021 and Remuneration Determination and Holding the Annual General Meeting of 2020.th The 17 April 9 2021 April 10 2021 Deliberated and approved proposal on General Election of the BOD 51深圳南山热电股份有限公司2021年年度报告全文 nd Extraordinary of the Company and deliberated the proposal on Holding the 2 th Meeting of the 8 extraordinary general meeting of shareholders of 2021 Board of Directors th The 18 Extraordinary Deliberated and approved the First Quarterly Report 2021 (full-text April 21 2021 April 23 2021 th Meeting of the 8 and text) Board of Directors Deliberated and approved proposal on Election of the Chairman and th deputy Chairman of 9 BOD of the Company proposal on Election st The 1 session of th of the Specific Committee Members of 9 BOD of the Company th 9 board of April 26 2021 April 27 2021 proposal on Appointment of the GM of the Company; proposal on directors Appointment of Secretary of the Board and proposal on Appointment of other senior officers of the Company.nd The 2 session of Deliberated and approved Semi-Annual Report of 2021( full-text) its th 9 board of August 18 2021 August 20 2021 Summary directors st The 1 Deliberated and approved proposal on Re-election Some th Extraordinary Non-independent Directors of 9 BOD Use of Idle Own-funds to August 25 2021 August 27 2021 th Meeting of the 9 Purchase Wealth Management Products and Holding the Third Board of Directors Extraordinary General Meeting of Shareholders for 2021 nd The 2 Deliberated and approved proposal on Election of the Deputy Extraordinary th September 13 2021 September 14 2021 Chairman of 9 BOD; proposal on adjustment of specific committee th Meeting of the 9 th members of 9 BOD.Board of Directors rd The 3 Extraordinary October 22 2021 October 26 2021 Deliberated and approved The Third Quarterly Report of 2021 th Meeting of the 9 Board of Directors th The 4 Extraordinary Deliberated and approved proposal on Investment for Jiangsu November 11 2021 November 12 2021 th Meeting of the 9 Liaoyuan Environmental Protection Technology Co. Ltd.Board of Directors 2. The attending of directors to Board meetings and shareholders general meeting The attending of directors to Board Meeting and Shareholders General Meeting Times of Times of Absent the Times of Board meeting attending the Times of Meeting for Times of Times of attend the Director supposed to Board Meeting entrusted the second Presence Absence general attend in the by presence time in a row meeting report period communicatio (Y/N) 52深圳南山热电股份有限公司2021年年度报告全文 n Li Xinwei 10 2 8 N 4 Li Hongsheng 4 0 4 N 2 Huang Bangxin 3 1 2 N 1 Hu Ming 3 1 2 N 1 Huang Qing 10 2 8 N 3 Chen Yuhui 10 2 8 N 4 Wu Guowen 10 2 8 N 4 Sun Huirong 6 2 4 N 2 Li Wenying 4 0 4 N 1 Mo Jianmin 10 2 8 N 4 Chen Zetong 10 1 8 1 N 1 Du Wei 10 2 8 N 4 Explanation of absent the Board Meeting for the second time in a row Nil 3. Objection for relevant events from directors Directors come up with objection about Company’s relevant matters □ Yes √ No No directors come up with objection about Company’s relevant matters in the Period 4. Other explanation about responsibility performance of directors The opinions from directors have been adopted √ Yes □ No Director's statement to the Company that a proposal has been or has not been adopted During the reporting period all the directors of the company were diligent and conscientious carried out work in strict accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange as well as the company's Articles of Association and Rules of Procedure for the Board of Directors paid close attention to the company's standardized operation and business situation studied and discussed and offered advice and suggestions and made scientific and prudent decisions on various proposals submitted to the board of directors according to the actual situation so as to ensure the sustainable stable and healthy development of the company's business operations and safeguard the legitimate rights and inte rests of the company and all shareholders.VII. The special committees under the board during the reporting period Number Other Specific Committee Important comments Members of Meeting content performance circumstances name Date of and suggestions made meetings of duties of the 53深圳南山热电股份有限公司2021年年度报告全文 held meeting objection (if applicable) The motion was passed unanimously Deliberation of the Li Xinwei Li after full Strategy and Report on Performance Hongsheng communication & investment March 24 of Strategy & Huang Qing 1 discussion among the N/A management 2021 Investment Management Chen Yuhui committee members committee Committee of the Board Wu Guowen according to the for year of 2020 actual condition of the Company The motion was passed unanimously Deliberation of the after full Strategy and Li Xinwei Proposal on Purchasing communication & investment Huang Qing August 25 1 Wealth Management discussion among the N/A management Chen Yuhui 2021 products with Idle Own committee members committee Wu Guowen Funds according to the actual condition of the Company The motion was passed unanimously Deliberation of the Li Xinwei Hu after full Strategy and proposal on Investment Ming Huang communication & investment November for Jiangsu Liaoyuan Qing Chen 1 discussion among the N/A management 11 2021 Environmental Yuhui Wu committee members committee Protection Technology Guowen according to the Co. Ltd.actual condition of the Company The motion was passed unanimously Deliberation of the after full Report on Performance communication & March 24 of Nomination discussion among the N/A 2021 Committee of the Board committee members Chen Zetong Nomination for year of 2020 according to the Li Hongsheng 2 Committee actual condition of Du Wei the Company The motion was Deliberation of the passed unanimously April 9 Proposal on General after full N/A 2021 Election of BOD of the communication & Company discussion among the 54深圳南山热电股份有限公司2021年年度报告全文 committee members according to the actual condition of the Company。 Deliberation of the 1.All motions were proposal on appointment passed unanimously of GM of the Company; after full Chen Zetong 2. proposal on communication & Nomination Huang April 26 appointment of 1 discussion among the N/A Committee Bangxin Du 2021 Secretary of the Board; committee members Wei 3.proposal on according to the appointment of other actual condition of senior officers of the the Company Company The motion was passed unanimously Deliberation of the after full Proposal to Re-elected communication & Nomination Chen Zetong August 25 1 Some Non-independent discussion among the N/A Committee Du Wei 2021 th Director of 9 BOD of committee members the Company; according to the actual condition of the Company All motions were Deliberation of the 1.passed unanimously Report on Performance after full Remuneratio of Remuneration & Mo Jianmin communication & n and March 24 Appraisal Committee of Wu Guowen 1 discussion among the N/A Appraisal 2021 the Board for year of Du Wei committee members Committee 2020; 2.Accrual of the according to the Remuneration for year actual condition of of 2021 the Company Hearing of the Communication Letter with Governance during February 3 the Ongoing Stage of N/A 2021 Mo Jianmin Annual Audit for year of Audit Li Wenying 2 2020 submitted by Lixin Committee Chen Zetong Zhonglian CPA Hearing of the 1.Annual All motions were March 24 Auditing Report of 2020 passed unanimously N/A 2021 and Auditing Report of after full Internal Control for year communication & 55深圳南山热电股份有限公司2021年年度报告全文 of 2020; deliberation of discussion among the the 3. Request for committee members Consideration of the according to the Annual Internal Control actual condition of Evaluation Report for the Company 2020; 4. Appointment of Auditing Institution for year of 2021 and Remuneration Determination; 5.Report on Performance of Auditing Committee of the Board for year of 2020; Hearing of the Auditing Plan of Shenzhen November Nanshan Power Co.N/A 22 2021 Ltd. for year of 2021 Mo Jianmin submitted by Lixin Audit Sun Huirong 2 Zhonglian CPA Committee Chen Zetong Hearing of the Communication Letter December Between CPA and the N/A 302021 Governance submitted by Lixin Zhonglian CPA VIII. Works from Supervisory Committee The Company has risks in reporting period that found in supervisory activity from supervisory committee □ Yes √ No Supervisory committee has no objection about supervision events in reporting period IX. Particulars of workforce 1. Number of Employees Professional categories Education background Employee in-post of the parent Company at period-end (people) 258 Employee in-post of main Subsidiaries at period-end (people) 134 The total number of current employees at period-end (people) 392 The total number of current employees to receive pay (people) 392 Retired employee’ s expenses borne by the parent Company and 0 main Subsidiaries (people) 56深圳南山热电股份有限公司2021年年度报告全文 Professional categories Types of professional category Numbers of professional category Production staff 220 Sales staff 0 Technical staff 0 Financial staff 24 Administration staff 148 Total 392 Education background Type of education background Numbers (people) High school and below 48 3-years regular college graduate and Polytechnic school graduate 177 Bachelor degree 146 Master and above 21 Total 392 2. Remuneration Policy According to the Company's annual operation performance combined with the market-oriented remuneration in the region and industry the Board implements a principle of annual remuneration provision with the fixed remuneration as main body which will at the same time of controlling remuneration cost create conditions for the stable workforce. Meanwhile special incentive mechanism will be available according to the completion of annual business objectives and core mission so as set up an incentive mechanism linked with operation performance and exert the incentive role of remuneration.The remuneration of the chairman of board will be submitted to the shareholders' meeting for approval after it has been deliberated by the board of directors. The remuneration of the general manager deputy general manager and other senior officers’ level w ill be prepared by the Board Remuneration and Appraisal Committee and then be submitted to the board of directors for approval. The Board of Directors will decide the annual remuneration standard of the senior officers of the Company on the basis of annual operating efficiency post rank and other factors and in consideration of the industrial remuneration level and the actually paid remuneration standard by referring to the examination of annual operation performance and audit status. The operation team isauthorized to manage the remuneration of other personnel on the principle of “defining salary in terms of post and obtainingremuneration in terms of labor”. Within the annual remuneration limit approved by the board of directors and in compliance w ith the remuneration principle and Interim Remuneration Management Provision set down by the Board of Directors determine and execute the remuneration standard distribution plan examination and incentive method of employees at each level. 3. Training plan The Company always attached great importance to staff training and established of the "staff training and management regulations" and a more perfect training network. Through strengthening the staff training enhancing the staff's job skills and comprehensive quality to better meet the Company's management management demand for talent while training reserve personnel for the Company's sustainable development. During the reporting period the Company strictly implemented the training plans that 57深圳南山热电股份有限公司2021年年度报告全文 formulated in beginning of the Year mainly carried out the following aspects of the training: (1) Safety Training: According to the Production Safety Law other laws and regulations organize safety education training for the safety principal principal and security officer of the Company headquarters and affiliated companies conducting accident emergency rescue drills and emergency response capability training improve the safety awareness and accident prevention capacity of management at all levels and employee; (2) Post qualification training: by means of learning assignments the obtaining of certificate internal training and assessment carry out certification training for key business and technical post meet with requirements of relevant laws and regulations for vocational qualification requirements and improve employee job performance ability. (3) Simulator skills training: relying on gas turbine simulation training base continued to carry out stimulator training for the operation personnel within three power plants of the Company and improve the practical operation and adaptability to c hanges of plant operations personnel. (4) The induction training of new employees: Carry out systematic and pointed job skill and professional training for the newly recruited graduates of the company; (5) Training and study of party members: the Company Party committee and the party branches of the company will formulate detailed and feasible plans according to the requirements of the higher-level organizations by adopting various forms such as issuing books and materials bringing in teachers and experts and leading party members to go out; actively carrying out the study and education works for Party members; strictly implement the “three meetings and one class” system and develop activities such as “secretary teaches party lessons”. We will ensure that party organizations play the role of battle-bastion and the majority of party members to play a vanguard and exemplary role through training and study. 4. Labor outsourcing □ Applicable √ Not applicable X. Profit distribution and transfer of public reserve into share capital Formulation Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the Reporting Period □ Applicable √ Not applicable The Company is profitable during the reporting period and the parent company has positive profit available for distribution to shareholders without cash dividend distribution plan proposed □ Applicable √ Not applicable Profit distribution plan and transfer of public reserve into share capital for the Period □ Applicable √ Not applicable The Company has no plan of cash dividends distribution carried out for the Year no bonus shares or transfer of public reserve into share capital either.XI. Implementation of the Company’s stock incentive plan employee stock ownership plan or other employee incentives □ Applicable √ Not applicable The Company has no equity incentive plan employee stock ownership plans or other employee incentives. 58深圳南山热电股份有限公司2021年年度报告全文 XII. Construction and implementation of internal control system during the reporting period 1. Construction and implementation of internal control According to the Basic Regulation of Enterprise Internal Control and its supporting guidelines the company updated and improved the company's internal control system in a timely manner and established a scientific and applicable internal control system. The audit committee and the internal audit department jointly constituted the company's risk internal control management organization system to supervise and evaluate the company's internal control management. Through the operation analysis and evaluation of the internal control system the company has effectively prevented risks in operation and management and promoted the realization of internal control objectives. 2. Details of major defects in IC appraisal report that found in reporting period □ Yes √ No XIII. Management and controls on the subsidiary during reporting period Not applicable XIV. Internal control self-assessment report or internal control audit report 1. Self-assessment Report of Internal Control Disclosure date of full internal control March 25 2022 assessment report Disclosure index of full internal control Assessment report of internal control for year of 2021 Juchao Website assessment report (http://www.cninfo.com.cn) The ratio of the total assets of units included in the scope of evaluation accounting for the total assets on the 94.98% Company's consolidated financial statements The ratio of the operating income of units included in the scope of evaluation accounting for the operating income on the 100.00% Company's consolidated financial statements Defects Evaluation Standards Category Financial Reports Non-financial Reports Major defects: under major operational Major defects: under major operational Qualitative criteria activities there are major defects in several activities there are major defects in companies which are consolidated into the several companies which are 59深圳南山热电股份有限公司2021年年度报告全文 preparation of financial statements or there consolidated into the preparation of are major defects in few of companies which financial statements or there are major are consolidated into the preparation of defects in few of companies which are financial statements but the Company with consolidated into the preparation of major defect are the main one participating financial statements but the Company into such major operation activities; with major defect are the main one participating into such major operation Substantial defects: under major operational activities; activities there are substantial defects in few of companies which are consolidated into the Substantial defects: under major preparation of financial statements or there operational activities there are are moderate defects in several companies substantial defects in few of companies which are consolidated into the preparation which are consolidated into the of financial statements but the Company preparation of financial statements or with major defect are the main on there are moderate defects in several participating into such major operation companies which are consolidated into activities; or there are moderate defects in the preparation of financial statements few of companies which are consolidated but the Company with major defect are into the preparation of financial statements the main on participating into such major but the Company with moderate defect are operation activities; or there are the main one participating into such major moderate defects in few of companies operation activities; which are consolidated into the General defects: under major operational preparation of financial statements but activities there are moderate defects in few the Company with moderate defect are of companies which are consolidated into the the main one participating into such preparation of financial statements and the major operation activities; Company with moderate defects is not the General defects: under major operational main one participating into the major activities there are moderate defects in operational activities; or there are only few of companies which are consolidated general defects in companies which are into the preparation of financial consolidated into the preparation of financial statements and the Company with statements; there are no internal control moderate defects is not the main one defects in major operational activities and participating into the major operational there are only internal control defects in activities; or there are only general minor operational activities. defects in companies which are consolidated into the preparation of financial statements; there are no internal control defects in major operational activities and there are only internal control defects in minor operational activities.Major defects: amount of direct loss Major defects: mistaken amount ≥total assets Quantitative standard ≥total assets in consolidated financial in consolidated financial statement×0.5% statement ×0.5% 60深圳南山热电股份有限公司2021年年度报告全文 Substantial defects: total assets in Substantial defects: total assets in consolidated financial consolidated financial statement×0.2%≤ statement×0.2%≤mistaken amount< total amount of direct loss< total assets in assets in consolidated financial consolidated financial statement×0.5% statement×0.5% General defect: amount of direct loss General defect: mistaken amount

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