[年报]深南电B(200037):2022年年度报告（英文版）
原标题:深南电B:2022年年度报告（英文版） Shenzhen Nanshan Power Co., Ltd. Annual Report 2022 April 2023 Annual Report 2022 Section I Important Notice, Contents and Interpretation The Board of Directors, the Board of Supervisors, all directors, supervisors and senior officers of Shenzhen Nanshan Power Co., Ltd. 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. Chairman Kong Guoliang, person in charge of accounting and GM Chen Yuhui, CFO Zhang Xiaoyin and head of accounting department (chief accountants) Lin Xiaojia guarantee that the Financial Report of the annual report disclosed is truthful, accurate and complete. Except independent director Mr. Chen Zetong was unable to personally attend the Board Meeting to review annual report due to work reasons, authorized independent director Mr. Du Wei to attend the meeting and exercise voting rights on his behalf. All other directors attended the Board Meeting for annual report deliberation. The Company plans not to pay cash dividends, issue bonus shares and 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. If there are any discrepancies, the Chinese version shall prevail. Investors are advised to read the full text of the Report carefully. Contents Section I Important Notice, Contents and Interpretation ................................................................................................. 2 Section II Company Profile and Main Financial Indexes ................................................................................................. 6 Section Ⅲ Management Discussion and Analysis ............................................................................................................ 11 Section IV Corporate Governance .................................................................................................................................... 34 Section V Environment and Social Responsibilities ......................................................................................................... 53 Section VI Important Matters ........................................................................................................................................... 56 Section VII Changes in Shares and Particular about Shareholders ............................................................................... 62 Section VIII Preferred Shares ........................................................................................................................................... 69 Section IX Bonds ................................................................................................................................................................. 70 Section X Financial Report ................................................................................................................................................ 71 List of Reference Documents I. Original Annual Report of 2022 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、CFO and person in charge of accounting organ(accountant in charge). III. Original audit report with seal of accounting firms and signature and seal of CPA. IV. The originals of all company documents and announcements which are publicly disclosed on designated media during the reporting period. Ⅴ. Place of reference: Shenzhen Stock Exchange, the office of the Company's Board of Directors. Interpretation
Section II Company Profile and Main Financial Indexes I. Company information
CPA engaged by the Company
□Applicable ?Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in the 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
is negative, and the audit report of last year shows that the ability to continue operating is uncertain □Yes ?No The lower of net profit before and after deducting the non-recurring gains/losses is negative ?Yes □ No
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) □Applicable ?Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) □Applicable ?Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. VIII. Quarterly main financial indexes Unit: RMB
the relevant financial indexes disclosed in the Company’s quarterly report and semi-annual report □ Yes ?No IX. Non-recurring profit and loss items and amounts ?Applicable □Not applicable Unit: RMB
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. 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. The electricity consumption of the entire society in the country was 8.64 trillion kWh in 2022, up 3.6% year-on- year, according to the Analysis and Forecast Report on the National Power Supply and Demand Situation in 2023 released by the China Electricity Council. In the first, second, third and fourth quarters, the electricity consumption increased by 5.0%, 0.8%, 6.0% and 2.5%, respectively. Affected by the epidemic and other factors, the electricity consumption growth slowed down in the second and fourth quarters. From the perspective of industry, the electricity consumption of the primary industry was 114.6 billion kWh, up 10.4% year on year; The electricity consumption of the secondary industry was 5.70 trillion kWh, up 1.2% year on year; The electricity consumption of the tertiary industry was 1.49 trillion kWh, up 4.4% year on year; Urban and rural residents' domestic electricity consumption was 1.34 trillion kWh, up 13.8% year on year. A total of 27 provinces in the country were experiencing positive growth in electricity consumption, and the central region led the growth rate. The energy output of industrial enterprises above designated size in the country was 8.39 trillion kWh, up 2.2% year-on-year, of which the thermal power, hydropower and nuclear power generation of industrial enterprises above designated size increased by 0.9%, 1.0% and 2.5% respectively year-on-year. In 2022, full-caliber grid- connected wind power and solar energy output increased by 16.3% and 30.8% year-on-year respectively. Full- caliber non-fossil energy output increased by 8.7% year-on-year, accounting for 36.2% of total energy output, up 1.7 percentage points year-on-year. Full-caliber coal energy output increased by 0.7% year-on-year, accounting for 58.4% of total full-caliber energy output, down 1.7 percentage points year-on-year. Coal-based power is still the most important source of electricity supply in China. In the third quarter, when the water supply was obviously short, the full-caliber coal power energy output increased by 9.2% YOY, which better compensated for the decline in hydropower output and gave full play to the role of coal power in guaranteeing supply. In 2022, Guangdong Province comprehensively carried out the trial operation of the southern (starting from Guangdong) electricity spot market settlement, and the “medium and long-term+spot” market fully shifted to the absolute price mode. According to the Southern (starting with Guangdong) Electricity Spot Market 2023 Annual Report, Guangdong Province's maximum regulated load was 142 million kW (July 25), up 5% year on year; The electricity generated and received by unified dispatching was 761.6 billion kWh, basically flat year on year. The maximum transmission electricity from the western provinces of China is 43.29 million kW, an increase of about 4.4 million kW compared with the annual plan and a total of 181.5 billion kWh from the western provinces of China. The electricity supply met the demand throughout the year, and there was no peak load shifting and power limiting. The installed capacity of unified dispatching is 171 million kW, including 134.5 million kW for provincial dispatching and 36.53 million kW for local regulation. In terms of unit production, the newly installed backbone power units in Guangdong Province amount to 21 (sets) with a total capacity of 6.14 million kW. In terms of unit utilization hours, they are 4,720 hours for coal-fired generator units, down 353 hours year-on-year; 2,587 hours for gas-fire generator units, down 468 hours year-on-year; 7,117 hours for nuclear power generator units, down 385 hours year-on-year (8,039 hours after deducting that of the Jindao nuclear power plant, up 46 hours year-on-year); 2,479 hours for hydroelectric generator units, up 826 hours year-on-year; 1,125 hours for PV generator units, down 89 hours year-on-year; 2,347 hours for wind power generator units, up 464 hours year-on- year; 3,501 hours for biomass, down 2,944 hours year-on-year. The accumulated net energy output of wind power, PV power, hydropower and biomass power is 80.7 billion kWh, up 48% year-on-year. The accumulated net energy output nuclear power is 96.12 billion kWh, down 4.9% year-on-year. China's natural gas production in 2022 is 217.84 billion cubic meters, up 6.3% year-on-year, according to third- party data from the natural gas industry; The import volume of natural gas is 153.48 billion cubic meters, down 9.7% YoY; The export volume of natural gas is 5.92 billion cubic meters, up 5.7% YoY; The apparent consumption of natural gas was 365.39 billion cubic meters, down 1.0% YoY. In terms of LNG supply and demand, the apparent consumption of LNG in China in 2022 is 28.726 million tons, down 23.81% YoY. Among them, domestic LNG supply is 20.60.14 million tons, up 16.17% YoY, while imported LNG tanker supply is 8.1213 million tons, down 59.33% YoY. In terms of LNG prices, the average ex-factory price of LNG in China in 2022 was RMB 6,784/ton, up 38.12% YoY. Among them, the average ex-factory price of domestic LNG was RMB 6,527/ton, up 29.48% YoY. The average ex-station price of imported LNG was RMB 7,196/ton, up 31.77% YoY and the average delivery price of LNG in China was RMB 7,037/ton, up 36.17% YoY. Generally, in 2022, international geopolitical turmoil led to an expected increase in energy supply shortages and rose international energy prices. The international LNG spot price once hit a record high, and continued to run at a high level, while the international crude oil price as a whole rose, and the price of China's natural gas imports based on a long term also followed suit. Under the pressure of increasing costs, domestic natural gas supply enterprises basically sell natural gas in accordance with the principle of favorable prices, coupled with tight supply, domestic pipeline gas and LNG prices have been pushing up, and the average price of natural gas purchases of the Company has increased by about 32% compared with the same period last year in 2021, which directly leads to the Company facing the situation of inverted power generation costs and electricity sales prices, and serious losses in power generation. On the other hand, the government issued a series of measures to encourage power generation companies to implement electricity guarantee, including an annual contract cost facilitation compensation of 0.064 yuan/kWh for market-oriented gas unit from April 2022 to December 2022. According to the Guangdong Province Power Exchange's Circular on the Settlement and Trial Operation of Southern (Guangdong) Electricity Spot Market (GDJY [2022] No. 205) in October 2022, from August 2022 to March 2023, an compensation of 0.064 yuan/kWh in addition to original compensation for changes in gas-fired turbine generators was given. The above subsidies mechanism alleviated the operating difficulties faced by Guangdong Province Power Exchange to a certain extent, but still could not reverse the loss. II. Main business engaged by 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 main business of the Company is production and operation of power supply and heating, as well as technical consulting and service related to power station (plants). At the end of the reporting period, the Company had two gas turbine power plants, with a total of five 9E gas-steam combined cycle power generator units, with a total installed capacity of 900,000 kW (including Nanshan Thermal Power Plant 3 × 180,000kW, Zhongshan Nanlang Power Plant 2 × 180,000 kW). Both gas turbine power plants are located in the power load center area of the Pearl River Delta, which are the main peak shaving power sources in the region, and are currently in normal production and operation. On February 21, 2022, after deliberation and approval at the 5th extraordinary meeting of the 9th Board of Directors of the Company, the Company started the shutdown and decommissioning of two 9E gas turbines of Shen Nan Dian Zhongshan Company, and submitted its application for shutdown and decommissioning to the Guangdong Province Energy Bureau on November 24, 2022. Shen Nan Dian Zhongshan Company will continue its power generation business before obtaining the approval, which will not have a significant impact on the current production and operation of the Company and Shen Nan Dian Zhongshan Company. During the reporting period, the electricity business faced many challenges, such as repeated Covid-19 epidemic, fierce electric power market competition and high fuel prices. In order to minimize the negative impact of the external environment on the Company's operating performance, the Company has implemented a series of business layout and management changes with innovative thinking and tenacious perseverance, defined annual business objectives and policies, and adopted targeted major measures. On the basis of paying close attention to work safety management, the Company has continuously increased economic operation management efforts in line with the trend of the accelerating process of reform of electricity market in Guangdong Province, organized two subordinate power stations to actively participate in the electric power marketing competition and achieved good results, contributing to reducing losses. During the reporting period, the Company's non-electricity business also faced tremendous pressures and challenges. The Shen Nan Dian Engineering Company continues to develop technical consulting and technical services for domestic gas turbine power plant construction while resisting the pressure of epidemic control and prevention and promoting overseas projects. The Shen Nan Dian Environment Protection Company has shifted its focus to exploring the path of business transformation and upgrading due to the environmental protection pressure and the adjustment of Shenzhen municipal sludge disposal route. Information of the main production and operation
?Applicable □Not applicable In 2022, the Company's two power stations achieved a total net energy output of 858 million kWh, a year-on-year decline of 25%. The annual purchase, market electricity and other medium and long-term contract electricity totaled 1.441 billion kWh. The electricity completion of each subsidiary power station of the Company is as follows: Nanshan Thermal Power Station completed net energy output of 800 million KWH, and the annual purchasing, market electricity and other medium and long-term contract electricity totalled 928 million KWH; Zhongshan Nanlang Power Plant completed net energy output of 58 million kWh, and the annual procurement, market electricity and other medium and long-term contract electricity totaled 513 million kWh. Reasons for significant changes in relevant data □Applicable Not applicable? III. Analysis of core competitiveness In recent years, the epidemic situation of Covid-19 epidemic has been repeated constantly. Influenced by the macro-economic situation and the common problems in the gas turbine power generation industry, the main business of the Company is facing increasing difficulties and challenges. However, the basic core competitiveness formed by more than 30 years of operation and development, the strong support of the Company's main shareholders, and the innovative measures taken by the Company's Board of Directors and the management team in operation and management, it has laid a necessary foundation for the Company to continuing operation and seek transformation and development. During the reports period, the Company did all the work steadily, and made every effort to promote the high-quality development of the Company, and the core competitiveness of the Company was further consolidated and improved, with the aim of “revitalizing stock, introducing increment and transforming development” and the principle of scientific, pragmatic, efficient, fair and equitable management. 1. Management culture of hard work and innovation. The Company has a group of management talents with innovation consciousness and hard work spirit. Through deepening the reform of human resources and establishing a performance-oriented performance assessment and incentive mechanism, the Company advocates and creates a management culture of unity, hard work, innovation and enterprising within the Company. At the same time, the Company attaches great importance to and vigorously promote the system, management system and compliance system construction, adhere to the rule of law, scientific and rigorous, efficient and orderly standardized management, and through fine, standardized management guidance, for the Company to tap the internal potential and actively seek external opportunities to lay a good foundation. 2. Professional and enterprising technical personnel. With more than 30 years of hard work and influence in the gas turbine power generation industry, the Company have recruited and trained a number of technical experts and professionals in the gas turbine power generation industry and accumulated rich experience in the field of gas turbine power station construction and operation management. In order to meet the market situation of further promoting the reform of electricity market in Guangdong Province, the Company has set up a professional electricity marketing team to study electricity trading strategies and build mathematical model of electricity marketing. The rich experience accumulated in the aspect of electricity marketing has laid a solid foundation for the Company to participate in developing new electric power market and integrate in the tide of reform of electricity market. In addition, the Shen Nan Dian Engineering Company has provided technical advice, commissioning, and operation assurance for dozens of domestic and overseas gas turbine power stations. The company's training center has successively undertaken the technical personnel training business for dozens of domestic and foreign power stations. It has become a well-known professional talent training base in the domestic gas turbine industry and establish a good reputation and professional brand image in the same industry. 3. Professional and technical level that keeps pace with the times. The company has a number of independent utility model patents and software copyrights, jointly drafted a national standard, and a number of invention patents are under review by the China National Intellectual Property Administration. On December 23, 2021, the Company was recognized by the Shenzhen Municipal Accreditation Administration as the second batch of high- tech enterprises in 2021, and the Company's scientific research and innovation work was unanimously recognized by the society. During the reporting period, the Company has applied to the State Intellectual Property Office for 14 utility model patents in total, of which 12 have been authorized. The total number of authorized patents of the Company has reached 38 (including 4 invention patents) with 8 software copyrights, which greatly improved the Company's brand image and industry competitiveness. 4. Rich experience in industrial exploration. The Company gives full play to its own advantages, accumulates experience in the construction and operation of new energy industries such as electrochemical energy storage and PV, and actively explores scientific and technological projects such as virtual power station platforms. Nanshan Thermal Power Station, a subsidiary of the Company, has filled the domestic gap in the application of energy storage system in the field of “black start” for 9E-class unit after technical transformation. Through the successful operation of black-start projects, the preliminary work of independent energy storage power plants and the construction and operation of PV projects, the Company has accumulated certain experience in the preliminary preparation, construction, commissioning, operation and maintenance of energy storage projects, and trained a number of professionals. In addition, with the talent accumulation and technical advantages of traditional electricity industry, the Company will continue to rely on the electric power market and technical strength to tap the stock potential. To enter the new energy service field reserves the technology and talent, has laid a solid foundation. 5. Leading environmental protection. The generator units of our power stations are all gas-fired units, which use natural gas as the fuel. The CO emission in flue gas is about 42% of that of coal-fired power stations, which 2 provides strong support for the goal of CO emissions peaking and carbon neutrality of China. In accordance with 2 the “Shenzhen Blue” Sustainable Action Plan for 2018 of the People's Government of Shenzhen, the Company has fully completed the “Shenzhen Blue” renovation of the #3, #10 and #1 combustion engines of Nanshan 3 Thermal Power Station, after which the nitrogen oxides emissions of each unit were reduced to below 15 mg/m , reaching the world's most advanced level. After the renovation, the nitrogen oxides emission of each unit has been reduced to below 15 mg/m3, reaching the most advanced level in the world, and Nanshan Thermal Power Station has been selected as the best power station by Power Magazine, the most authoritative magazine in the global electricity industry since 1882. IV. Analysis of main businesses I. Overview In 2022, the 20th National Congress of the Communist Party of China was held, and it is also an extraordinary year in the development of Shen Nan Dian. In the face of complex and severe external situations such as the repeated Covid-19 epidemic, fierce competition in the electric power market, high fuel prices, and serious inversion of power generation cost and selling price, the Company actively implemented the power supply guarantee decision deployment, faithfully fulfilled the social responsibilities of power supply from a high political position, ensured that unit should be fully developed, and has made outstanding contributions to the successful convening of the “the 20th National Congress of the Communist Party of China”and to alleviating the electricity shortage in Shenzhen, Guangdong Province. During the reporting period, the Company's Nanshan Thermal Power Station and Zhongshan Nanlang Power Plant actually completed 858 million kWh of net energy output, with an average annual utilization rate of 946 hours and an average annual plant electricity consumption rate of 3.5% for the generating units of the two power stations. Medium and long-term contract electricity of Nanshan Thermal Power Plant and Zhongshan Nanlang Power Plant in 2022, such as annual purchasing and market electricity, totalled 1.441 billion kWh. During the reporting period, the main work carried out by the Company is as follows: 1. Safety and environmental protection met the standard, and won the gold medal for generator units. In 2022, the Company paid close attention to the implementation of the main responsibility of work safety, promoted risk grading and control and team safety construction, promoted the continuous improvement of standardization of work safety, three-year action of special rectification of safety production, safety culture construction and other special work, made every effort to solve all kinds of risks and hidden dangers, continuously strengthened the foundation of work safety, fully completed the safety assessment indicators and the tasks of pollution reduction, and continued to maintain a stable work safety situation and the “five-free”safety target. By December 31, 2022, the Company had achieved 6,818 days of work safety accumulatively, without any environmental pollution accident or any work safety liability accident. The Company's Nanshan Thermal Power Station has completed 800 million kWh of net energy output throughout the year without any unplanned outage caused by the unit. In the annual selection of 47 power stations directly transferred by Shenzhen Power Grid, Nanshan Thermal Power Station has won the honorary title of “Shenzhen Power Grid Advanced Power Generation Collective in 2022” with excellent performance. The #10 and #11 units of the power station won the honorary title of “Shenzhen Power Grid 2022 Annual Gold Generating Unit”. 2. Improve quality, reduce costs and increase the operating efficiency of power generation assets. Despite the （未完）  |