Company code: 601139 Abbreviation: Shenzhen Gas
An important note
1 The summary of this annual report is from the full text of the annual report, in order to fully understand the company's operating results, financial position and future development plans, investors should go to the Website of the Shanghai Stock Exchange and other media designated by the CSRC to carefully read the full text of the annual report.
2 The board of directors, the board of supervisors and the directors, supervisors and senior management of the company guarantee that the content of the annual report is true, accurate and complete, that there are no false records, misleading statements or material omissions, and bear individual and joint legal liabilities.
3 All directors of the company attend the meeting of the board of directors.
4 KPMG Huazhen CERTIFI (Special General Partnership) issued a standard unqualified audit report for the Company.
5 The profit distribution plan for the reporting period or the plan for the conversion of provident fund into equity capital deliberated by the Board of Directors
The company intends to distribute a cash dividend of 2.10 yuan (including tax) to all shareholders for every 10 shares, based on the total share capital (the total share capital on the record date of the implementation of the profit distribution), and does not use the capital reserve to increase the share capital, and does not send bonus shares.
This profit distribution plan shall be submitted to the Company's Annual General Meeting of Shareholders for consideration.
Second, the basic situation of the company
1 Company Profile
2 Brief introduction of the company's main business in the reporting period
1. Main business: The company's main business includes city gas, upstream resources, integrated energy, and smart services. During the reporting period, there were no significant changes in the company's main business.
2. Business model:
Since 2020, marked by the full operation of the shenzhen natural gas reserve and peak shaving reservoir by its subsidiary Huaan Company and the company's acquisition of deep-combustion thermal power, the company has officially entered the field of natural gas upstream resource supply and natural gas cogeneration, in order to better describe the company's business situation, the company will restate its business as four major sectors of city gas, upstream resources, integrated energy and smart services.
(1) City gas
Specifically refers to the urban pipeline gas business, which is a franchise business, and currently has 57 urban (district) pipeline gas business projects in 13 provinces (regions) such as Guangdong, Guangxi, Jiangxi, Anhui, Jiangsu, Zhejiang, Yunnan, Hunan, Hubei and Hebei. At present, the company's pipeline gas source is natural gas, in the Shenzhen area, the company from PetroChina, Sinopec, CNOOC, Guangdong Dapeng, Pacific Oil and Gas Co., Ltd. and other gas source parties to purchase natural gas to sell to users; outside Shenzhen, the company from PetroChina, Sinopec, CNOOC and the regional provincial pipeline network company and other gas source parties to sell to users. The price of gas sales and related services is regulated by the price supervision department of the local government.
(2) Upstream resources
1) LNG wholesale. Huaan, a subsidiary, purchases imported LNG from the international market and sells it to customers through tankers and pipelines.
2) Liquefied petroleum gas wholesale. Huaan, a subsidiary, purchases imported LPG from the international market and sells it wholesale to customers through tank ships and tankers.
3) Bottled LPG retail. The purchased liquefied petroleum gas was transported to the storage and distribution station by the subsidiary, Deep Combustion LPG Company, which was stored and bottled, and sold to residential customers and industrial and commercial customers in Shenzhen.
LNG wholesale, LPG wholesale and retail business are all fully market-oriented businesses, and prices follow the market.
(3) Integrated energy
The holding subsidiary, Deep Combustion Thermal Power, purchases natural gas to generate electricity and heat supply, sells electricity to China Southern Power Grid, and sells steam to surrounding industrial and commercial customers; the company combines customer needs to sell comprehensive energy such as cold, heat, electricity, and hydrogen to customers.
(4) Smart service
1) Value-added business. The company sells gas insurance, gas appliances, gas meters and other related peripheral products to users.
2) Information services. Saiyite, a holding subsidiary, provides information consulting and construction services to public utilities such as gas.
3. Industry fact sheet
(1) Natural gas
Natural gas is a high-quality, efficient, green and clean low-carbon energy source, and can form a benign complement with the development of renewable energy. In recent years, China has accelerated the adjustment of energy structure, strengthened the prevention and control of air pollution, taken the clean replacement of fuels and the development of emerging markets as the main starting point, and vigorously promoted the large-scale and efficient scientific utilization of natural gas in urban gas, industrial fuels, gas power generation, transportation and other fields, and the proportion of natural gas in primary energy consumption has increased significantly. By 2030, the proportion of natural gas in primary energy consumption will increase to about 15%, and natural gas consumption will maintain medium-high growth.
Pipeline natural gas, as a necessity for urban residents' lives and a source of heat and power for industry and commerce, has a weak cyclicality in the industry, which is one of the main symbols of urbanization and the improvement of people's living standards. With the continuous advancement of China's urbanization, rural revitalization, "coal to gas" and "bottle to pipe", the overall development environment of pipeline natural gas will continue to be optimized, and the application scenarios will be further enriched.
(2) Liquefied petroleum gas
With the advancement of urbanization in China and the improvement of residents' living standards, bottled liquefied petroleum gas users are gradually switching to the use of pipeline natural gas, and the application of liquefied petroleum gas in urban gas will gradually decline. However, from the development experience of urban gas in Japan, Taiwan, Hong Kong and other countries and regions, bottled liquefied petroleum gas will coexist with pipeline gas for a long time, and China's urban gas industry will gradually form a supply pattern of pipeline natural gas as the mainstay and bottled liquefied petroleum gas as a supplement. At the same time, with the development of the chemical industry, liquefied petroleum gas will be more widely used in the petrochemical field.
3 The company's main accounting data and financial indicators
3.1 Major accounting data and financial indicators for the last 3 years
Unit: Yuan Currency: RMB
3.2 Key accounting data for the reporting period quarterly
Explanation of the difference between the quarterly data and the disclosed periodic reporting data
□ apply √ does not apply
4 Share capital and shareholders
4.1 Table of common shareholders and preferred shareholders whose voting rights have been restored and the holdings of the top 10 shareholders
Unit: Shares
4.2 Block diagram of the property rights and control relationship between the company and the controlling shareholder
5 Corporate bond situation
5.1 Basic information of corporate bonds
Unit: 10,000 yuan Currency: RMB
5.2 Redemption of Corporate Bond Interest Payments
The Company paid interest on 18 Deep Burn 01, 16 Deep Burn 01 and 16 Deep Burn 02 on April 20, 2020, July 13, 2020 and November 23, 2020 respectively.
5.3 Rating of Corporate Bonds
√ applicable □ does not apply
On June 24, 2020, the company's credit rating agency, China Chengxin Securities Appraisal Co., Ltd., issued the "Shenzhen Gas Group Co., Ltd. Public Offering of 2016 Corporate Bonds (Phase I, Phase II) Tracking Rating Report (2020)" and "Shenzhen Gas Group Co., Ltd. 2018 Public Offering of Corporate Bonds (Phase I) Tracking Rating Report (2020)", and the company's 16 Deep Burn 01 rating results were: The company's main credit rating is AAA, and the rating outlook is stable The credit rating of the bond is AAA; the rating result of 16 Deep Burn 02 is: the credit rating of the company's main body is AAA, and the rating outlook is stable; the credit rating of the bond is AAA; the rating result of 18 Deep Burn 01 is: the credit rating of the company's main body is AAA, and the rating outlook is stable; and the credit rating of this bond is AAA. For details, please refer to the "Tracking Rating Report on the Public Offering of Corporate Bonds (Phase I and Phase II) by Shenzhen Gas Group Co., Ltd. (Phase I and Phase II) and the Tracking Rating Report on the 2018 Public Offering of Corporate Bonds (Phase I) by Shenzhen Gas Group Co., Ltd. (Phase I) (2020)" published on the Shanghai Stock Exchange (www.sse.com.cn) on June 24, 2020.
5.4 The company's main accounting data and financial indicators in the past 2 years
3. Discussion and analysis of business conditions
1 Main operating conditions during the reporting period
During the reporting period, the number of natural gas users of the company reached 4.36 million households, an increase of 570,000 households year-on-year; natural gas sales reached 3.858 billion cubic meters, an increase of 22.36% year-on-year; operating income of 15.015 billion yuan, an increase of 7.06% year-on-year; net profit attributable to shareholders of listed companies was 1.321 billion yuan, an increase of 24.92% year-on-year; basic earnings per share was 0.46 yuan, an increase of 24.32% year-on-year, and the weighted average return on net assets was 11.55%.
(1) Deeply cultivate the city gas market and continue to expand the scale of the main business
During the reporting period, the company overcame the impact of the epidemic and focused on the main business for development. In Shenzhen, the company vigorously promoted the transformation of pipeline natural gas in urban villages, and urban village residents opened 244,000 households, an increase of 77% year-on-year; issued the "Three-year Action Plan for Non-Residential Users to Expand "One in a Hundred Miles", increased the expansion of industrial and commercial users, and increased the number of industrial and commercial users by 5,854 households throughout the year, an increase of 150% year-on-year; formulated a flexible power plant gas sales policy to promote power plant gas sales to a record high; outside Shenzhen, the company simultaneously promoted connotative growth and epitaxial mergers and acquisitions, leveraging national environmental protection policies. Vigorously expand natural gas users, complete the acquisition of Oriental Gas asset packages, enter the Sichuan-Chongqing natural gas market for the first time, and further optimize the regional layout. The company has carried out clean energy operation and investment in 13 provinces (autonomous regions) across the country and provided pipeline gas services for 57 cities.
During the reporting period, the company's pipeline natural gas sales volume was 3.297 billion cubic meters, an increase of 13.49% year-on-year. The sales volume of pipeline natural gas in Shenzhen was 2.110 billion cubic meters, an increase of 7.16% year-on-year, of which the sales volume of natural gas in power plants was 1.091 billion cubic meters, an increase of 12.24% year-on-year. Pipeline natural gas sales outside Shenzhen reached 1.187 billion cubic meters, an increase of 26.82% year-on-year. By the end of 2020, the company's pipeline gas users were 4.36 million, a net increase of 570,000 households. Among them, there were 2.62 million households in Shenzhen, a net increase of 330,000 households, and 1.74 million households outside Shenzhen, a net increase of 240,000 households.
(2) Improve the layout of upstream resources and effectively reduce the cost of gas supply
The company continues to promote the diversification of gas supply and create a stable resource guarantee system. On the basis of the second line of natural gas for the West-to-East Gas Transmission, the company seized the historical opportunity of LNG spot, used the Shenzhen natural gas reserve and peak shaving library to purchase LNG16 ships, and relied on Guangdong Dapeng TUA (referring to the company's exercise of guangdong Dapeng LNG receiving station processing rights in the name of shareholders, signed LNG receiving station use agreement) to jointly purchase LNG10 ships, becoming the first batch of fair and open users of the national pipeline network, relying on the national pipeline network to introduce new resource suppliers, further optimizing the resource structure, and enhancing the competitiveness of gas sources. Support the expansion of the downstream market and promote the integration of upstream and downstream of the natural gas industry chain。 The company adopts the mode of "enterprise investment and construction, government purchase of services", relies on self-built gas reserve facilities, provides gas reserve services for the Shenzhen Municipal Government, and takes the lead in establishing a long-term mechanism for urban gas emergency reserves, which effectively guarantees the safety of natural gas supply in Shenzhen and improves the utilization efficiency of natural gas reserve facilities.
While ensuring the supply of gas sources, the company actively carried out natural gas trade, and the annual wholesale sales of natural gas were 562 million cubic meters, an increase of 126.61% year-on-year. Due to the impact of the transformation of pipeline natural gas in urban villages, the company achieved wholesale and retail sales of 558,800 tons of liquefied petroleum gas in the whole year, down 14.31% year-on-year.
(3) Strengthen the comprehensive operation of clean energy and promote the coordinated development of gas and electricity
In 2020, the company controlled deep-combustion thermal power, entered the field of cogeneration for the first time, and through the coordinated development of gas and electricity, effectively increased the sales volume of natural gas, promoted the development of power generation and heating business, and achieved a win-win situation of gas and electricity. The annual natural gas consumption of deep-burning thermal power was 320 million cubic meters, an increase of 96.20% year-on-year, the power generation capacity was 1.416 billion kWh, an increase of 96.94% year-on-year, and the heat supply was 131,700 tons, an increase of 62.04%. The distributed energy demonstration project of Shenyan Building was successfully put into operation and won the special prize of China Distributed Comprehensive Energy Excellent Project in 2020; the comprehensive energy project of Baoding Shenzhen Park was officially landed, and the preliminary planning and construction work was started, and the company officially entered the northern gas and heating market.
(4) Continue to promote the development of smart services and accelerate the cultivation of new growth poles
The company focuses on user needs and gas industry chain to comprehensively build an innovative business development system. In 2020, Saiyite Company provides high-quality information consulting and construction services for Guizhou Gas, Hefei Gas, Zhuhai Gangxing Gas, Shenzhen Municipal Housing and Construction Bureau and other units, has nearly 30 software copyrights, declared 10 invention patents (actual examination stage), and obtained software enterprise certification, software product certification, ISO9001 quality management system certification, ISO20000 information technology service management system certification, ISO27001 information security management system certification, CMMI3 software maturity level 3 and other professional qualifications of science and technology enterprises, in December 2020 passed the national high-tech enterprise certification; the company established Deep Combustion Innovation Investment Co., Ltd., to create an innovative business investment incubation platform, the establishment of "Youhuijia" independent gas appliance brand, in the company's business hall and urban villages to carry out effective market launch; the joint venture to establish Ruili Technology Company, Enter the Internet of Things gas smart meter industry, to achieve a good start; the company set up a deep combustion wisdom gas Co., Ltd., the construction of Qingshuihe smart gas industry base, to create a smart science, energy saving and environmental protection, green development of the industrial chain agglomeration. The company vigorously promotes value-added businesses such as gas insurance, and the sales of insurance agents are 122 million yuan, an increase of 40.59% year-on-year. In 2020, the company's smart service-related revenue reached 299 million yuan, an increase of 48.82% year-on-year.
2 The company's analysis of the reasons and impact of changes in accounting policies and accounting estimates
For details, see Section 11 of the financial report, "Changes in Material Accounting Policies and Accounting Estimates".
3 If the scope of consolidation of the financial statements changes compared with the previous year's financial report, the company should make specific explanations.
The scope of the consolidated financial statements for the year includes 85 subsidiaries, as detailed in Note IX. Changes in the scope of the consolidated financial statements for the current year are detailed in Note VIII.
Shenzhen Gas Group Co., Ltd
The text of the first quarterly report for 2021
I. Important Notes
1.1 The board of directors, the board of supervisors and the directors, supervisors and senior management of the company shall ensure that the contents of the quarterly report are true, accurate and complete, that there are no false records, misleading statements or material omissions, and that they bear individual and joint legal liabilities.
1.2 All directors of the Company attend the Board of Directors to consider the quarterly report.
1.3 Li Zhen, the person in charge of the company, Zhang Xiaodong, the person in charge of the accounting work, and the person in charge of the accounting institution (accounting supervisor) comfortable ensure that the financial statements in the quarterly report are true, accurate and complete.
1.4 The Company's first quarterly report is unaudited.
Second, the company's main financial data and shareholder changes
2.1 Key Financial Data
Non-recurring P&L items and amounts
2.2 Table of the total number of shareholders, the top ten shareholders, the top ten circulating shareholders (or shareholders with unlimited sale conditions) as of the end of the reporting period
Unit: Shares
III. Important Matters
3.1 The company's main accounting statements items and financial indicators of the material changes and reasons
During the Reporting Period, the Company's operating income was RMB4,351.81 million, an increase of 53.60% over RMB2,833.28 million in the same period of the previous year and an increase of 40.00% over RMB3,108.36 million in the same period of 2019. Among them: natural gas sales revenue of 2,789,210,000 yuan, an increase of 33.90% over the same period of the previous year of 2,082,980,000 yuan, an increase of 37.25% over the same period of 2019 of 2,032,160,000 yuan; liquefied petroleum gas wholesale sales revenue of 454,650,000 yuan, an increase of 42.02% over the same period of the previous year of 320,140,000 yuan, down 13.74% from 527,090,000 yuan in the same period of 2019.
Natural gas sales volume was 1.005 billion cubic meters, an increase of 37.30% over the same period of the previous year of 732 million cubic meters, an increase of 59.02% over the same period of 2019 of 632 million cubic meters, of which the sales volume of natural gas in power plants was 208 million cubic meters, an increase of 34.19% over the same period of the previous year of 155 million cubic meters, an increase of 210.45% over the same period of 2019 of 0.67 billion cubic meters, Non-power plant natural gas sales volume was 797 million cubic meters, an increase of 38.13% from 577 million cubic meters in the same period of the previous year, and an increase of 41.06% from 565 million cubic meters in the same period of 2019.
Net profit attributable to shareholders of the listed company was RMB286.97 million, an increase of 32.20% from RMB217.07 million in the same period of the previous year and an increase of 20.42% from RMB238.31 million for the same period in 2019. Net profit attributable to shareholders of the listed company, net of non-recurring gains and losses, was RMB282.91 million, an increase of 30.15% from RMB217.37 million in the same period of the previous year and an increase of 26.12% from RMB224.32 million for the same period in 2019.
3.2 Analysis of the progress of important matters and their impact and solutions
3.3 Unfulfilled commitments that have not been fulfilled during the reporting period
3.4 Warning and explanation of the reasons for forecasting that the cumulative net profit from the beginning of the year to the end of the next reporting period may be a loss or a material change compared to the same period of the previous year
Stock code: 601139 Stock abbreviation: Shenzhen Gas Announcement number: 2021-018
The fourth board of directors of Shenzhen Gas
Announcement of the resolution of the Eighth Meeting
The Board of Directors, all Directors and relevant shareholders of the Company warrant that the contents of this announcement are free from any misrepresentations, misleading statements or material omissions and accept sole and joint liability for the truthfulness, accuracy and completeness of the contents.
The eighth meeting of the fourth board of directors of Shenzhen Gas Group Co., Ltd. (hereinafter referred to as the "Company") was held at 15:00 on April 26, 2021 (Monday) in the 9th conference room on the 14th floor of the Shenyan Building, No. 268 Mei'ao 1st Road, Futian District, Shenzhen, in the form of on-site combined communication, and the meeting should be 15 directors and 15 actual votes, in accordance with the provisions of the Company Law and the Articles of Association. Chairman Li Zhen, Vice Chairman Chen Yongjian, Director Huang Weiyi, Director He Hanming and Zhang Guochang of the Company were unable to attend the on-site meeting due to their official business trips, voted by means of communication, and more than half of the directors of the Company jointly elected Mr. Zhang Xiaodong, director and president of the Company, to preside over the on-site meeting of the Board of Directors, and some supervisors and senior management of the Company attended the meeting as observers.
The meeting deliberated and adopted the following motions item by item:
I. The meeting deliberated and adopted the "2020 Annual Report of the Board of Directors of the Company" with 15 votes in favor, 0 votes against and 0 abstentions.
2. The meeting passed the "Proposal on Amending the Articles of Association of the < articles of association > parts" by 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the Announcement of Shenzhen Gas on Amending the Articles of Association of < >, Announcement No. 2021-020.
3. The meeting deliberated and adopted the "2020 Audited Financial Report of the Company" by 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Fourth, the meeting with 15 votes in favor, 0 votes against, 0 abstentions to deliberate and pass the "company's 2020 annual profit distribution plan".
Based on the total share capital (based on the total share capital on the date of implementation of the equity record), the company distributes a cash dividend of 2.10 yuan (including tax) to all shareholders for every 10 shares, and does not convert the capital reserve fund into share capital and does not send bonus shares. For details, please refer to the "Shenzhen Gas 2020 Annual Profit Distribution Plan Announcement", Announcement No. 2021-021.
The independent directors of the Company expressed an independent opinion on the proposal, which can be found on the website of the Shanghai Stock Exchange (www.sse.com.cn).
V. The meeting deliberated and adopted the "2020 Annual Report of the Company and Its Summary" by 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
6. The meeting deliberated and adopted the "Company's First Quarter Report of 2021" by 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
7. The meeting deliberated and adopted the "2020 Annual Social Responsibility Report of the Company" with 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
VIII. The meeting deliberated and adopted the "Summary Report of the Audit Committee of the Board of Directors of the Company on the Audit Work of the Accounting Firm in 2020" with 15 votes in favor, 0 votes against and 0 abstentions.
IX. The meeting passed the "Proposal on Re-employment of the Company's Audit Body" by 15 votes in favor, 0 votes against and 0 abstentions.
In view of the fact that the Company's original KPMG Huazhen Certified Public Accountants (Special General Partnership) has served continuously for a period of rotation as stipulated in the Articles of Association, after a public invitation to tender, the Company intends to appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) as the Company's 2021 annual financial report and internal control auditor, with an audit fee of RMB1.9 million (including tax, excluding travel expenses), including rmb1.6 million for annual financial report audit fees and RMB300,000 for internal control audits. For details, please refer to the Announcement of Shenzhen Gas on Changing the 2021 Annual Audit Institution, Announcement No. 2021-022.
The independent directors of the Company expressed their prior approval opinions and independent opinions on the proposal, which can be found on the website of the Shanghai Stock Exchange (www.sse.com.cn).
10. The meeting deliberated and adopted the "2020 Annual Internal Control System Work Report of the Company" with 15 votes in favor, 0 votes against and 0 abstentions.
11. The meeting deliberated and adopted the "2020 Annual Internal Control Evaluation Report of the Company" by 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
XII. The meeting deliberated and adopted the "2020 Annual Internal Control Audit Report of the Company" with 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
13. The meeting passed the "Proposal on Convening the 2020 Annual General Meeting of Shareholders" by 15 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the Notice on convening the 2020 Annual General Meeting of Shareholders, Announcement No. 2021-023.
The above-mentioned first, second, third, fourth, fifth and ninth proposals shall be submitted to the general meeting of shareholders for consideration.
This is hereby announced.
Board of Directors of Shenzhen Gas Group Co., Ltd
April 28, 2021
Stock code: 601139 Stock abbreviation: Shenzhen Gas Announcement number: 2021-020
Announcement of Shenzhen Gas on amending the Articles of Association of the Company
Shenzhen Gas Group Co., Ltd. (hereinafter referred to as the "Company") held the eighth meeting of the fourth board of directors on April 26, 2021, and deliberated and passed the "Proposal on Amending the Articles of Association of the < > Parts".
In accordance with the provisions of the Company Law of the People's Republic of China and the Guidelines for the Articles of Association of Listed Companies of the China Securities Regulatory Commission and other laws and regulations and relevant normative documents, in accordance with the relevant requirements of the Notice of the Shenzhen Municipal State-owned Assets Supervision and Administration Commission on Printing and Distributing the List of Authorizations and Decentralization of the < Shenzhen Municipal State-owned Assets Supervision and Administration Commission (2020 Edition) >, the Company intends to amend the relevant provisions of the Articles of Association of the Company in light of the actual situation, the specific contents are as follows:
Except for the amendment of the above-mentioned clauses, the other clauses of the Articles of Association remain unchanged, and the serial numbers of the relevant clauses are adjusted accordingly.
The amendment to the Articles of Association of the Company still needs to be deliberated and approved by the Company's General Meeting of Shareholders. After the board of directors of the company submits to the general meeting of shareholders for deliberation and approval, it authorizes the company's management to handle the relevant industrial and commercial change registration procedures.
The above changes and amendments are subject to the approval and registration of the administrative department for industry and commerce, and the revised Articles of Association of the Company can be found on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Stock code: 601139 Stock abbreviation: Shenzhen Gas Announcement number: 2021-021
Announcement of profit distribution plan for fiscal 2020
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
Important Content Tips:
● Distribution ratio per share: Cash dividend of 2.10 yuan (including tax) is paid for every 10 shares; no increase in share capital by provident fund, no bonus shares are sent.
● The profit distribution is based on the total share capital registered on the record date of the implementation of the equity distribution, and the specific date will be specified in the announcement of the implementation of the equity distribution.
● If the total share capital of the company changes before the record date of the implementation of the equity distribution, it is proposed to maintain the distribution ratio per share unchanged, that is, a cash dividend of 2.10 yuan (including tax) per 10 shares, and the total amount of distribution will be adjusted accordingly, and the specific adjustment will be announced separately.
First, the content of the profit distribution plan
Audited by KPMG Huazhen Certified Public Accountants (Special General Partnership), as of December 31, 2020, the distributable profit of the parent company of Shenzhen Gas Group Co., Ltd. (hereinafter referred to as the "Company") at the end of the period was RMB3,355,990,890.93, and the Company intends to distribute profits in 2020 on the basis of the total share capital registered on the record date of the implementation of the equity distribution. The profit distribution plan is as follows:
Based on the total share capital on the record date of the implementation of the profit distribution, the company distributes a cash dividend of 2.10 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2020, the total share capital of the Company is 2,876,767,544 shares, and a total of 604,121,184.24 yuan (including tax) is proposed to be distributed according to this calculation, accounting for 45.72% of the net profit attributable to the shareholders of the listed company in 2020 of 1,321,400,281.94 yuan.
If there is a change in the total share capital of the company between the date of disclosure of this announcement and the record date of the implementation of the equity distribution, it is proposed to maintain the distribution ratio per share unchanged, and the total amount of distribution will be adjusted accordingly, and the company will separately announce the specific adjustment.
The profit distribution plan has yet to be submitted to the General Meeting of Shareholders for consideration.
Second, the decision-making process performed by the company
(1) On April 26, 2021, the company held the eighth meeting of the fourth board of directors, and all directors deliberated and unanimously passed the "company's 2020 annual profit distribution plan", which still needs to be submitted to the company's shareholders' general meeting for consideration and approval.
(2) Opinions of independent directors
According to the relevant provisions of the Notice of the China Securities Regulatory Commission on Further Implementing the Relevant Matters Concerning cash dividends of Listed Companies, the Guidelines for Cash Dividends of Listed Companies on the Shanghai Stock Exchange and the Articles of Association of the Company, combined with the Audited Financial Report of the Company in 2020 issued by the annual audit accountant, the independent directors believe that the 2020 annual profit distribution plan proposed by the Board of Directors of the Company is in line with the actual situation of the Company and the relevant laws and regulations and the relevant provisions of the Articles of Association of the Company. It can ensure the reasonable return of shareholders and take into account the sustainable development of the company, the level of cash dividends is reasonable, there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders, which is in line with the long-term interests of the company, and agrees to submit it to the company's shareholders' general meeting for consideration.
(3) Opinions of the Board of Supervisors
The Company held the Fourth Eighth Supervisory Board on April 26, 2021, and all the supervisors deliberated and unanimously passed the "Company's 2020 Annual Profit Distribution Plan".
3. Relevant risk tips
The company maintains the continuity and stability of the profit distribution policy, and has continuously implemented a stable cash dividend profit distribution plan since its listing, taking into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company. The profit distribution plan is in line with the company's objective situation, in line with the relevant laws, regulations, normative documents and the provisions of the Articles of Association, and will not affect the normal operation and long-term development of the company.
Stock code: 601139 Stock abbreviation: Shenzhen Gas Announcement number: 2021-023
Notice of convocation of the 2020 Annual General Meeting of Shareholders
● Date of the General Meeting of Shareholders: May 26, 2021
● The online voting system adopted by the shareholders' meeting: the online voting system of the shareholders' meeting of the Shanghai Stock Exchange
First, the basic situation of convening a meeting
(1) Types and sessions of the general meeting of shareholders
Annual General Meeting of Shareholders 2020
(2) Convener of the General Meeting of Shareholders: Board of Directors
(3) Voting method: The voting method adopted at this shareholders' meeting is a combination of on-site voting and online voting
(iv) The date, time and place of the on-site meeting
Venue: Shenzhen Futian District Mei'ao 1st Road No. 268 Shen burning building 14th floor 9th room
(v) The system, start and end dates and voting times for online voting.
Online voting system: Online voting system for shareholders' meetings of Shanghai Stock Exchange
Until May 26, 2021
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the shareholders' meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.
(6) Voting procedures for margin, transfer financing, agreed repurchase business accounts and SSE-Connect investors
Voting involving margin lending, transfer financing business, accounts related to the agreed repurchase business and investors of SSE-Stock Connect shall be carried out in accordance with the relevant provisions of the Detailed Rules for the Implementation of Online Voting at Shareholders' Meetings of Listed Companies on the Shanghai Stock Exchange and other relevant provisions.
Matters to be considered by the Conference
The general meeting of shareholders considers the proposals and the types of voting shareholders
1. The time when each proposal has been disclosed and the disclosure media
For the specific content of the above proposals, please refer to the meeting materials of the shareholders' meeting separately published by the company, and the meeting materials of the shareholders' meeting will be published on the website of the Shanghai Stock Exchange (www.sse.com.cn) no later than May 16, 2021.
2. Special Resolution: Motion 8
3. Bills for small and medium-sized investors to count votes separately: Proposal 5, Proposal 7, Proposal 8
4. Proposals involving the recusal of affiliated shareholders from voting: Not applicable
Name of affiliated shareholder who should recuse himself from voting: Not applicable
III. Notes on Voting at Shareholders' Meetings
(1) If the shareholders of the Company exercise their voting rights through the online voting system of the shareholders' general meeting of the Shanghai Stock Exchange, they can either log on to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) to vote, or log on to the Internet voting platform (website: vote.sseinfo.com) to vote. For the first time to log on to the Internet voting platform to vote, investors need to complete shareholder identity verification. For specific operations, please refer to the Internet voting platform website instructions.
(2) Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange, and if they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in the online voting. After voting, it is deemed that all of its shareholders' accounts have voted on the same opinion of the same class of common stock or the same variety of preferred shares.
(3) Where the same voting right is repeatedly voted through the site, the firm's online voting platform or other means, the result of the first vote shall prevail.
(4) Shareholders shall vote on all proposals before submitting them.
4. Participants in the meeting
(1) Shareholders of the Company registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the close of the market on the share registration date have the right to attend the general meeting of shareholders (for details, see the table below), and may appoint a proxy in writing to attend the meeting and participate in voting. The agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior management of the Company.
(3) Lawyers engaged by the company.
(iv) Other personnel
5. Methods of registration for meetings
(1) Registration formalities
1. The legal person shareholder shall go through the registration formalities with the shareholding owner's account card, the shareholding certificate, the copy of the business license stamped with the company's official seal, the power of attorney and the ID card of the attendee.
2. Individual shareholders need to register with their id cards, stock account cards and shareholding certificates, and the authorized agents of individual shareholders must register with their ID cards, proxy certificates, power of attorney, and principal securities account cards, and shareholders in different places can register by letter or fax.
(2) The place of registration and the place where the power of attorney is served
Address: Shenzhen Futian District Mei Ao Road No. 268 Deep Burning Building
Zip code: 518049
Tel, Fax: 0755-83601139
Contact: Xie Guoqing, Guo Zhenghui
Email: [email protected]
(3) Registration time
Between May 20 and May 21, 2021, 9:00-11:30 a.m. and 14:30-17:00 p.m.
6. Other matters
Shareholders and shareholders' proxies attending the meeting are requested to bring the original documents of the relevant documents to the meeting site.
The on-site meeting of the shareholders' meeting lasted for half a day, and the participants were responsible for their own food, accommodation and transportation expenses.
annex:
Power of Attorney
Shenzhen Gas Group Co., Ltd.:
Mr. (Ms.) is hereby entrusted to represent the unit (or himself) at the 2020 Annual General Meeting of Shareholders of the Company held on May 26, 2021 and to exercise the right to vote on his behalf.
Number of ordinary shares held by the principal:
Principal Shareholder Account Number:
Principal Signature (Seal): Trustee Signature:
Principal ID Number: Trustee ID Number:
Commission Date: Year Month Day
Remarks: The principal should choose one of the "agree", "oppose" or "abstain" intentions in the power of attorney and hit "√", and the trustee has the right to vote according to his own wishes if the principal does not give specific instructions in this power of attorney.
Stock code: 601139 Stock abbreviation: Shenzhen Gas Announcement number: 2021-019
Announcement of the resolution of the eighth meeting of the fourth session of the supervisory board of Shenzhen Gas
The Supervisory Board and all the Supervisors of the Company warrant that the contents of this announcement are free from any false records, misleading statements or material omissions, and assume individual and joint liability for the truthfulness, accuracy and completeness of the contents.
The eighth meeting of the fourth session of the Supervisory Board of Shenzhen Gas Group Co., Ltd. (hereinafter referred to as the "Company") was held at 17:00 on April 26, 2021 (Monday) in the 11th conference room on the 11th floor of the Shenyan Building, No. 268 Mei'ao 1st Road, Futian District, Shenzhen City, in the form of on-site combined communication, and the meeting should be held by 5 supervisors and 5 actual votes, in accordance with the provisions of the Company Law and the Articles of Association. The meeting was convened and presided over by Mr. Liao Haisheng, chairman of the Board of Supervisors, and some senior management of the company attended the meeting as observers.
The meeting deliberated and adopted the following motions:
I. The meeting deliberated and adopted the "2020 Annual Report of the Board of Supervisors of the Company" with 5 votes in favor, 0 votes against and 0 abstentions. The proposal is also submitted to the General Meeting of Shareholders for consideration.
2. The meeting deliberated and approved the "2020 Audited Financial Report of the Company" by 5 votes in favor, 0 votes against and 0 abstentions.
Third, the meeting approved the "Company's 2020 Annual Profit Distribution Plan" with 5 votes in favor, 0 votes against and 0 abstentions.
Fourth, the meeting with 5 votes in favor, 0 votes against, 0 abstentions to deliberate and adopt the "Company's 2020 Annual Report and Its Summary".
The Supervisory Board issued the following written audit opinion on the preparation process of the Company's 2020 annual report:
(1) The preparation and review procedures of the company's 2020 annual report comply with the provisions of laws, regulations, the articles of association of the company and the company's internal management system;
(2) The content and format of the company's 2020 annual report comply with the provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and the information contained can truly reflect the company's operation management and financial situation in 2020 from all aspects;
(3) In the process of preparing the company's 2020 annual report, the personnel involved in the preparation and review of the annual report strictly abide by the confidentiality system and have not found any leakage of secrets.
V. The meeting deliberated and adopted the "Company's First Quarter Report of 2021" by 5 votes in favor, 0 votes against and 0 abstentions.
The Supervisory Board issued the following written audit opinion:
The preparation and review procedures of the Company's 2021 First Quarter Report comply with the regulations, the report truly reflects the Company's operating conditions and results in the first quarter of 2021, the financial and accounting data reflected in the report is true and complete, and the personnel involved in the preparation and review of the report strictly abide by the confidentiality system, and no leakage is found.
Sixth, the meeting with 5 votes in favor, 0 votes against, 0 abstentions to deliberate and pass the "Company's 2020 Annual Internal Control Evaluation Report".
The Board of Supervisors carefully reviewed the "Company's 2020 Internal Control Evaluation Report" issued by the Company, and believed that the Company established and improved an internal control system covering all aspects of the company's operation and management and adapting to the company's management requirements and development needs in accordance with the relevant provisions of the Securities Regulatory Authority on the construction of internal control of listed companies, combined with the actual situation of the company. The internal control evaluation comprehensively, truthfully and accurately reflects the actual situation of the company's internal control system.
7. The meeting deliberated and adopted the "2020 Annual Internal Control Audit Report of the Company" with 5 votes in favor, 0 votes against and 0 abstentions.
Supervisory Board of Shenzhen Gas Group Co., Ltd
Stock code: 601139 Stock abbreviation: Shenzhen Gas Announcement number: 2021-022
Announcement of Shenzhen Gas on Changing the Auditor of 2021
● Name of the accounting firm to be hired: PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) (hereinafter referred to as "PwC Zhongtian")
● Name of the original accounting firm: KPMG Huazhen Certified Public Accountants (Special General Partnership) (hereinafter referred to as "KPMG Huazhen")
● Reasons for changing the accounting firm: The previously hired accounting firm has served continuously for several years of continuous audit service to the required rotation period stipulated in the Articles of Association.
● KPMG Huazhen has confirmed that there is no proposal not to renew the employment to the attention of the Company's Audit Committee, the Company's Board of Directors and the Company's shareholders.
● This matter has yet to be submitted to the company's general meeting of shareholders for consideration.
As the previously appointed KPMG Huazhen continuous audit service years have reached the required rotation period stipulated in the Articles of Association, Shenzhen Gas Group Co., Ltd. (hereinafter referred to as the "Company") held the eighth meeting of the fourth board of directors on 26 April 2021, deliberated and passed the "Proposal on Re-engagement of the Company's Auditor", agreed that the Company appointed PwC Zhongtian as the Company's 2021 annual financial report and internal control auditor, and agreed to submit the proposal to the General Meeting of Shareholders for consideration. The relevant information is hereby announced as follows:
First, the basic situation of the accounting firm to be hired
(1) Institutional information
1. Basic Information
PwC Zhongtian Certified Public Accountants (Special General Partnership), formerly known as Puhua Dahua Certified Public Accountants (PRUs) established on 28 March 1993, was renamed PricewaterhouseCoopers Zhongtian Certified Public Accountants Limited in June 2000 with approval, and was converted into PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) on 18 January 2013 with the approval of the Ministry of Finance's Accounting Letter [2012] No. 52 on 24 December 2012. The registered address is Room 01, Unit 507, DBS Bank Tower, No. 1318 Lujiazui Ring Road, China (Shanghai) Pilot Free Trade Zone.
PwC Zhongtian is a member of the PwC International Network, with a certificate of practice as an accounting firm, a qualification to engage in the audit business of H-share enterprises, and an accounting firm with securities and futures related business qualifications approved by the Ministry of Finance and the Securities Regulatory Commission. In addition, PwC Zhongtian is also registered with the US PCAOB (Public Company Accounting Oversight Board) and THE UK FRC (Financial Reporting Authority of the United Kingdom) to engage in related audit business. PwC Zhongtian has rich experience in securities business and good professional service capabilities.
PwC's Senior Partner is Dan Li. As of December 31, 2020, PwC had 229 partners and 1,359 certified public accountants, of which 327 had signed audit reports on securities services since 2013.
PwC's audited revenue for the most recent fiscal year (FY2019) totalled RMB5,646 million, audit revenue of RMB5,435 million and securities business revenue of RMB2,950 million.
PwC Zhongtian's 2019 A-share listed company financial statements audit clients numbered 89, the total audit fee of A-share listed companies was RMB569 million, the main industries include manufacturing, finance, transportation, warehousing and postal services, real estate and wholesale and retail trade, etc., and a total of 3 A-share listed companies in the same industry (electricity, heat, gas and water production and supply industry).
2. Investor protection capabilities
In terms of investor protection capabilities, PwC Zhongtian has applied for occupational insurance in accordance with relevant laws and regulations, and the cumulative compensation limit of occupational insurance and the sum of occupational risk funds exceed RMB200 million, and the provision for occupational risk funds or the purchase of occupational insurance comply with relevant regulations. In the past three years, PwC Zhongtian has not borne civil liability in relevant civil lawsuits due to its practice.
3. Integrity record
In the past three years, PwC Zhongtian and its practitioners have not been subject to criminal penalties, administrative penalties, self-regulatory measures or disciplinary sanctions by self-regulatory organizations such as stock exchanges and industry associations, and PwC Zhongtian has not been subject to administrative supervision measures by the CSRC and its dispatch agencies for their professional conduct. In 2019, four junior employees of PwC Zhongtian received a warning letter from the Shanghai Securities Regulatory Bureau against their individuals due to their personal investment behavior, which did not affect the effectiveness of PwC's Quality Control System or the quality of practice involving audit projects, and all four of them subsequently left PwC Zhongtian. In accordance with the relevant laws and regulations, the above-mentioned administrative regulatory measures will not affect PwC Zhongtian's continued undertaking or execution of securities service business and other businesses.
(2) Project information
Project Partner and Signatory Certified Public Accountant: Kong Yu, a practicing member of the Institute of Certified Public Accountants, has become a certified public accountant since 1994, began to engage in listed company audits in 1993, began to practice in our firm in 1994, began to provide audit services for companies since 2021, and has signed or reviewed audit reports of 4 listed companies in the past 3 years.
Signed Certified Public Accountant: Liu Jingping, a practicing member of the Institute of Certified Public Accountants, has become a certified public accountant since 1996, began to engage in listed company auditing in 1999, began to practice in the firm in 2002, began to provide audit services for the company since 2021, and has signed audit reports of 2 listed companies in the past 3 years.
Quality Control Review Partner: Song Shuang, practicing member of the Institute of Certified Public Accountants, senior member of the Institute of Certified Public Accountants, became a certified public accountant since 1998, began to engage in listed company audit in 1995, began to practice in the firm in 2002, began to provide audit services for the company since 2021, and has signed or reviewed the audit reports of 6 listed companies in the past 3 years.
2. Integrity record
In connection with PwC Zhongtian's proposed appointment as the 2021 annual audit institution of Shenzhen Gas Group Co., Ltd., Ms. Kong Yu, project partner and signing certified public accountant, Ms. Song Shuang, quality review partner, and Ms. Liu Jingping, signatory certified public accountant, have not received any criminal penalties or administrative penalties in the past three years, have not been subject to administrative supervision and management measures by securities regulatory agencies for their professional conduct, and have not been subject to self-regulatory measures or disciplinary sanctions by self-regulatory organizations such as stock exchanges and industry associations for their professional conduct.
3. Independence
In connection with PwC's proposed appointment as the 2021 auditor of Shenzhen Gas Group Co., Ltd., PwC Zhongtian, Project Partner and Signatory Certified Public Accountant Ms. Kong Yu, Quality Review Partner Ms. Song Shuang and Signatory Certified Public Accountant Ms. Liu Jingping do not have circumstances that may affect independence.
4. Audit fees
PwC's audit services fees are determined through public tender in accordance with the audit workload and the principles of fairness and reasonableness. The Company intends to pay RMB1.9 million (financial reporting audit fee of RMB1.6 million and internal control audit fee of RMB300,000) to PwC Zhongtian for the 2021 audit project, which is a decrease of RMB350,000 or 15.56% year-on-year compared with the audit project fee for 2020.
2. Explanation of the proposed change of accounting firm
1. The basic situation of the originally hired accounting firm
KPMG Huazhen was established in Beijing on 18 August 1992 and was approved by the Ministry of Finance on 5 July 2012 to be converted into a special general partnership, renamed KPMG Huazhen Certified Public Accountants (Special General Partnership). KPMG Huazhen Head Office is located in Beijing, registered address is 8th Floor, East Plaza 2, East Plaza, 1 East Chang'an Avenue, Dongcheng District, Beijing. KPMG Huazhen's business scope includes: reviewing the accounting statements of enterprises and issuing audit reports, verifying enterprise capital and issuing capital verification reports, handling audit business in business mergers, divisions and liquidations, issuing relevant reports, auditing annual financial final accounts of capital construction, bookkeeping agency, accounting consulting, tax consulting, management consulting, accounting training, and other businesses stipulated by laws and regulations.
As of 2020, KPMG Huazhen has been the auditor of the company's financial statements and internal control for 5 consecutive years, and the type of audit opinion in the previous year was standard unqualified opinion. The Company does not have the circumstance that it has entrusted KPMG Huazhen to carry out part of the audit work and then dismissed it.
2. Reasons for the proposed change of accounting firm
According to Article 174 of the Articles of Association of the Company, "the continuous audit of an accounting firm shall not exceed 5 years, and if the continuous audit exceeds 5 years, it must be rotated". After the completion of the 2020 audit, the company has continuously hired KPMG Huazhen for 5 years and needs to be replaced.
3. Communication between the listed company and the accounting firms before and after
The Company has communicated with KPMG Huazhen in advance on the matter of the newly hired auditor, and KPMG Huazhen has no objection to this. KPMG Huazhen has confirmed that to date there are no proposed non-renewals that need to be brought to the attention of the Audit Committee, the Board of Directors of the Company and the shareholders of the Company. The Board of Directors of the Company would like to express its sincere gratitude to KPMG Huazhen for its hard work during the years of providing audit services to the Company. In accordance with the relevant provisions of the China Certified Public Accountants Auditing Standard No. 1153, PwC Zhongtian communicated with KPMG Huazhen and agreed to accept the Company's entrustment. The former accounting firm will actively do a good job in relevant communication and cooperation in a timely manner in accordance with the requirements of the "China Certified Public Accountants Auditing Standard No. 1153".
3. Change the procedures performed by the accounting firm
1. Opinion of the Audit Committee
The Audit Committee of the Board of Directors of the Company has fully understood and reviewed PwC Zhongtian's professional competence, investor protection ability, independence and integrity status, and believes that the auditors involved in the audit have the professional knowledge and relevant professional certificates required for the implementation of the audit work, have the qualifications to engage in securities-related business, can follow the independent, objective and impartial professional standards in the process of practice, objectively, fairly and fairly reflect the company's financial situation and operating results, and effectively perform the duties of the audit institution. Agreed to propose to the Board the appointment of PwC Zhongtian as the auditor of the Company's 2021 financial reporting and internal controls. It also agreed to submit the proposal to the Board of Directors for consideration.
2. The independent directors' prior approval and independent opinion on the appointment of the accounting firm
The independent directors issued a prior approval opinion on the appointment of the accounting firm: PwC Zhongtian has the experience and ability to provide audit services for listed companies, can meet the company's 2021 corporate audit requirements, and agrees to submit the "Proposal on Rehiring the Company's Auditor" to the eighth meeting of the company's fourth board of directors for consideration.
The independent directors of the Company expressed an independent opinion on the proposal to appoint an accounting firm: the independent directors of the Company unanimously believed that PwC Zhongtian has the qualifications of performing securities and futures-related business audits approved by the Ministry of Finance and the China Securities Regulatory Commission, has many years of ability and experience in providing audit services for listed companies, can evaluate the company's financial situation and internal control situation independently, objectively and impartially, and can meet the requirements of the company's 2021 annual financial report and internal control audit work. Moreover, the deliberation procedure for the re-appointment of the accounting firm complies with the provisions of the Company Law and other laws and regulations, normative documents and the Articles of Association of the Company, and there is no harm to the interests of the company and its shareholders, especially the interests of small and medium-sized shareholders. Agreed to appoint PwC Zhongtian as the Company's 2021 annual auditor and submit it to the General Meeting of Shareholders for consideration.
3. Opinion of the Board of Directors
The Company held the eighth meeting of the fourth session of the Board of Directors on April 26, 2021, deliberated and passed the "Proposal on Re-appointment of the Company's Auditor", and all the Directors unanimously agreed to appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) as the auditor of the Company's 2021 annual financial reports and internal control.
4. The appointment of an accounting firm is subject to the deliberation of the company's general meeting of shareholders and shall take effect from the date of deliberation and approval by the company's general meeting of shareholders.