Annual Report
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IMPORTANT NOTICE I. THE BOARD OF DIRECTORS (THE “BOARD”), THE BOARD OF SUPERVISORS AND THE DIRECTORS (THE “DIRECTORS”), SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY CONFIRM THAT THE INFORMATION CONTAINED IN THIS ANNUAL REPORT IS TRUE, ACCURATE, AND COMPLETE WITHOUT ANY FALSE AND MISLEADING STATEMENTS OR MATERIAL OMISSIONS, AND SEVERALLY AND JOINTLY ACCEPT LEGAL RESPONSIBILITY FOR THE ABOVE. II. ALL DIRECTORS OF THE COMPANY ATTENDED THE BOARD MEETING. III. ERNST & YOUNG HUA MING LLP HAS ISSUED AN AUDITORS’ REPORT WITH STANDARD UNQUALIFIED OPINIONS FOR THE COMPANY. IV. DR. CAO XIN, THE PERSON IN CHARGE OF THE COMPANY, MS. FAN WEI HONG, THE PERSON IN CHARGE OF ACCOUNTING AND MR. YANG ZHAN QING, THE HEAD OF ACCOUNTING DEPARTMENT (ACCOUNTING IN CHARGE), WARRANT THE TRUTHFULNESS, ACCURACY AND COMPLETENESS OF THE FINANCIAL STATEMENTS SET OUT IN THE ANNUAL REPORT. V. PROFIT DISTRIBUTION PROPOSAL OR PROPOSAL FOR TRANSFER OF CAPITAL RESERVE TO THE SHARE CAPITAL CONSIDERED BY THE BOARD In 2020, the net profit attributable to shareholders of the parent company in the audited consolidated statements of the Company is RMB1,510,555,357.16, and the undistributed profit is RMB4,928,503,066.37. The Company intends to use the total share capital of 3,849,910,396 shares as the base, and distribute cash dividends of RMB1.36 (including tax) for every 10 shares, and a total cash dividend of RMB523.5878 million. The balance of the undistributed profits of the Company will be carried forward to the next year. The total cash dividends proposed in the plan account for 34.66% of the net profit attributable to shareholders of the parent company in the Company’s consolidated statements for 2020. If the Company’s total share capital changes before the date of the equity registration for the implementation of the equity distribution, the Company intends to maintain the total distribution unchanged, adjust the distribution amount per share accordingly, and will separately announce the specific adjustments. VI. STATEMENT FOR RISKS INVOLVED IN THE FORWARD-LOOKING STATEMENTS Forward looking statements, including development strategies and future business plans, contained in this report do not constitute a real commitment to investors by the Company. Investors should understand the difference between plans, forecasts and commitment, and be aware of the investment risks. VII. IS THERE ANY MISAPPROPRIATION OF NON-OPERATING FUNDS BY THE CONTROLLING SHAREHOLDER(S) AND ITS/THEIR RELATED PARTIES? No VIII. IS THERE ANY EXTERNAL GUARANTEE MADE IN VIOLATION OF THE REQUIRED DECISION- MAKING PROCEDURES? No IX. IS THERE A CIRCUMSTANCE WHERE MORE THAN HALF OF THE DIRECTORS CANNOT WARRANT THE TRUTHFULNESS, ACCURACY AND COMPLETENESS OF THE ANNUAL REPORT DISCLOSED BY THE COMPANY? No X WARNING OF MAJOR RISKS The Company has described in detail the potential relevant risks and countermeasures in this report. Investors are reminded to read the description of risks faced by the Company set out in relevant chapters including “Business Discussion and Analysis”. XI. OTHERS □ Applicable √ Not Applicable CONTENTS Definition 4 Chairman’s Statement 6 Corporate Profile 8 Corporate Profile and Principal Financial Indicators 15 Summary of the Business of the Company 20 Business Discussion and Analysis 25 Significant Events 42 Report of The Board of Directors 59 Report of The Board of Supervisors 63 Changes in Ordinary Shares and Particulars of Shareholders 65 Particulars of Directors, Supervisors, Senior Management and Staff 73 Corporate Governance and Report of Corporation Governance 83 Basic Information of Corporate Bonds 93 Financial Report 97 Documents Available for Inspection 252 DEFINITIONS I. DEFINITIONS In this report, unless the context otherwise requires, the expressions stated below have the following meanings: Definitions of frequently-used terms “availability factor” the amount of time that a power plant is able to produce electricity after it starts commercial operations over a certain period divided by the amount of time in such period “average utilization hours” the consolidated gross power generation in a specified period (in MWh or GWh) divided by the consolidated installed capacity in the same period (in MW or GW) “Company” China Suntien Green Energy Corporation Limited (新天綠色能源股份有限公司) “Group” the Company and its wholly-owned, controlling subsidiaries “Financial Statements” the audited financial statements for the year ended 31 December 2020 “consolidated gross power the gross power generation of the project companies that the Group fully consolidates in its generation” consolidated Financial Statements. For a specified period, the gross power generation of a power plant in that period includes net power delivered to grid, auxiliary electricity and electricity generated during the construction and testing period “consolidated installed capacity” the aggregate installed capacity or operating capacity (as the case may be) of the project companies that the Group fully consolidates in its consolidated Financial Statements. This is calculated by including 100% of the installed capacity or operating capacity of the project companies that the Group fully consolidates in its consolidated Financial Statements and are deemed as its subsidiaries. Consolidated installed capacity and consolidated operating capacity do not include the capacity of the Group’s associated companies “gross power generation” for a specified period, the total amount of electricity produced by a power plant in that period, including net power delivered to grid, auxiliary electricity and electricity generated during the construction and testing period “GW” unit of power, 1 GW = 1,000 MW “GWh” unit of energy, gigawatt-hour. 1 GWh = 1 million kWh. GWh is typically used for measurement of the annual power production of a large wind farm “HECIC” Hebei Construction & Investment Group Co., Ltd. (河北建設投資集團有限責任公司), a state-owned enterprise established in the PRC and the controlling shareholder of the Company, which is primarily engaged in the investment in and development of projects in the foundation, infrastructures and provincial pillar industries, such as energy, transportation, water supply and commercial real estates “Group Finance Company” HECIC Group Finance Company Limited (河北建投集團財務有限公司), a limited liability company incorporated in the PRC, a non-banking financial institution under the supervision of the People’s Bank of China and the CBIRC, and a non-wholly owned subsidiary of HECIC “HECIC Water” HECIC Water Investment Co., Ltd. (河北建投水務投資有限公司), a subsidiary of HECIC incorporated in the PRC and one of the promoters and a connected person of the Company “HECIC Communications” HECIC Communications Investment Co., Ltd. (河北建投交通投資有限責任公司), a subsidiary of HECIC incorporated in the PRC and a connected person of the Company “JEI” Jointo Energy Investment Co., Ltd. Hebei (河北建投能源投資股份有限公司), a company listed on the Shenzhen Stock Exchange (Stock Code: 000600), controlled by HECIC, formerly known as Shijiazhuang International Building (Group) Co., Ltd. (石家莊國際大廈(集團)股份有限公司), and a connected person of the Company “Caofeidian Company” Caofeidian Suntien Liquefied Natural Gas Co., Ltd. (曹妃甸新天液化天然氣有限公司), a limited liability company incorporated in the PRC on 22 March 2018 and a subsidiary of the Company “HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “IFRS” International Financial Reporting Standards, including the standards and interpretation announcements approved by the International Accounting Standard Board and its predecessor, the International Accounting Standard Committee “installed capacity” the capacity of the wind turbines that have been completely assembled and erected “kW” unit of power, kilowatt. 1 kW = 1,000 watts 4 China Suntien Green Energy Corporation Limited Annual Report 2020 DEFINITIONS “kWh” unit of energy, kilowatt-hour. The standard unit of energy used in the electric power industry. One kilowatt-hour is the amount of energy that would be consumed by a 1 kW electrical appliance in one hour “Hebei Natural Gas” Hebei Natural Gas Company Ltd.(河北省天然氣有限責任公司), a non-wholly-owned subsidiary of the Company “HECIC New Energy” HECIC New Energy Co., Ltd. (河北建投新能源有限公司), a wholly-owned subsidiary of the Company “Towngas” The Hong Kong and China Gas Company Limited, a company listed on the Stock Exchange (stock code: 3) “Towngas (Hebei)” Hong Kong & China Gas (Hebei) Limited* (香港中華媒氣(河北)有限公司), a company incorporated in the British Virgin Islands, an indirect wholly-owned subsidiary of Towngas and a substantial shareholder of Hebei Natural Gas “Tangshan Haohua” Tangshan Haohua Trading Co., Ltd.* (唐山皓華貿易有限公司), a limited liability company incorporated in the PRC on 24 June 2020, a wholly-owned subsidiary of Towngas ”Fengning Pumped Storage Hebei Fengning Pumped Storage Co., Ltd., a 20% owned investee of the Company Company” “Maokang Investment” Ganzhou Maokang Investment Management Partnership (LLP)* (贛州茂康投資管理合夥企業(有限 合夥)), holding 2% equity interest of Hebei Natural Gas “CISF” Hebei Construction & Investment State Financing Energy Services Ltd. (河北建投國融能源服務有限 公司), a non-wholly-owned subsidiary of JEI “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “A Share Listing Rules” the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange “LNG” liquefied natural gas “CNG” compressed