Financial Performance - The audited net profit attributable to the parent company's shareholders for 2023 is RMB 2,207,473,530.19, with undistributed profits amounting to RMB 8,960,553,185.93[6]. - The proposed cash dividend is RMB 2.14 per 10 shares (including tax), totaling RMB 896,037,917.62 (including tax), which represents 40.59% of the net profit attributable to the parent company's shareholders for 2023[6]. - The company's operating revenue for 2023 reached CNY 20,281,788,883.53, representing a year-on-year increase of 9.27% compared to CNY 18,560,522,731.81 in 2022[60]. - Net profit attributable to shareholders of the listed company was CNY 2,207,473,530.19, a decrease of 3.71% from CNY 2,292,630,759.66 in the previous year[60]. - The net cash flow from operating activities was CNY 4,851,683,579.95, down 34.99% from CNY 7,463,360,158.38 in 2022[60]. - Basic and diluted earnings per share for 2023 were CNY 0.51, a decrease from CNY 0.53 in 2022[61]. - The total assets of the company at the end of 2023 were CNY 79,016,593,096.75, an increase of 2.07% from CNY 77,412,548,934.66 in 2022[62]. - The net assets attributable to shareholders of the listed company increased to CNY 21,876,733,637.92, up 6.92% from CNY 20,461,432,459.73 in 2022[62]. - The weighted average return on equity decreased to 10.70% in 2023, down from 11.97% in 2022, reflecting a decline of 1.27 percentage points[61]. - The company reported a decrease in net profit due to an increase in non-recurring gains and losses compared to the previous year[61]. Operational Highlights - As of the end of 2023, the company's total assets reached RMB 79.017 billion, with operating revenue of RMB 20.282 billion and a net profit of RMB 2.734 billion, representing a net profit attributable to shareholders of RMB 2.207 billion[31]. - The company generated 14.254 billion kWh of electricity from wind and solar power, with a sales volume of 13.930 billion kWh, while the total gas transmission volume was 5.114 billion cubic meters, an increase of 13.63% year-on-year[31]. - The company added 1.4418 million kW of approved wind power capacity and 42,000 kW of approved solar capacity, along with 160,000 kW/640,000 kWh of independent energy storage capacity[31]. - The company has made significant progress in construction projects, including the completion of various wind power projects and the first phase of the Tangshan LNG project, which is now operational[35]. - The gas business saw a sales volume of 4.503 billion cubic meters, reflecting a year-on-year increase of 15.93%[31]. - The company has received approvals for several key projects, including the Tangshan LNG export pipeline and the Qingxian gas power plant project[31]. - The company operated a total of 51.14 billion cubic meters of natural gas transmission volume and sold 4.503 billion cubic meters of gas in 2023[41]. - The company has a total of 1 LNG receiving station, 11 long-distance gas pipelines, and 33 city gas projects as of December 31, 2023[41]. - The company has a total of 508.1 MW of equity capacity in wind farms in which it holds stakes[42]. - The company manages and operates photovoltaic projects with a total capacity of 170 MW[43]. Strategic Initiatives - The company is focused on enhancing its management capabilities and aims to achieve high-quality development in 2024, aligning with the strategic goals of the 14th Five-Year Plan[38]. - The company emphasizes the importance of technological innovation as a driving force for future growth and development[35]. - The company is actively seeking suitable overseas investment projects while focusing on domestic renewable energy development[41]. - The company is committed to fulfilling environmental, social, and governance responsibilities, focusing on the development of renewable energy to support China's low-carbon transition[147]. - The company plans to enhance its digital marketing efforts, allocating an additional 2 million to boost online presence and customer engagement[194]. - The company is exploring potential mergers and acquisitions to strengthen its market position[190]. - The company aims to enhance its natural gas supply capacity by promoting the commissioning of the Tangshan LNG terminal and associated gas pipelines, which will support a comprehensive operational model focusing on gasification and liquid distribution services[144]. Risks and Challenges - The company has detailed potential risks and countermeasures in the report, encouraging investors to review the relevant sections[8]. - The wind power and photovoltaic business faces climate risks due to annual fluctuations in wind resources, with a risk of decreased wind speed in 2024 compared to 2023[153]. - The company is exposed to risks of declining electricity prices due to ongoing market reforms and increased competition in power trading[156]. - New energy projects are increasingly required to incorporate energy storage solutions, raising initial investment costs and potentially affecting project returns[157]. - The company faces risks from potential decreases in gas transmission and city gas charges as part of national pricing reforms[158]. - Market expansion difficulties are expected to increase due to the gradual opening of national pipeline infrastructure, intensifying competition with upstream suppliers[159]. Governance and Management - The board of directors consists of 9 members, including 4 non-executive directors, 2 executive directors, and 3 independent non-executive directors, complying with the Hong Kong listing rules[168]. - The company has adopted the Corporate Governance Code and has complied with all relevant provisions, except for the attendance of the chairman at the annual general meeting due to business commitments[173]. - The company conducts at least four board meetings annually, ensuring proper notification and attendance protocols are followed[171]. - The company has established a framework for communication between the board of directors, shareholders, and management to facilitate decision-making[180]. - The company has confirmed that all resolutions passed in the shareholder meetings were approved unanimously[182]. - The company has established a nomination committee responsible for proposing new directors, who must be elected at the shareholders' meeting[175]. - The company has arranged appropriate insurance for directors and senior management against potential legal claims, which is reviewed annually[181]. Future Outlook - The company aims to achieve a renewable energy generation of approximately 3.3 trillion kWh by 2025, with renewable energy accounting for over 50% of the total electricity consumption increase during the 14th Five-Year Plan period[139]. - The company plans to increase its wind power installed capacity to 43 million kW by 2025, as part of the Hebei provincial government's strategy[140]. - The company is actively pursuing the integration of multiple energy sources and the development of hydrogen production from wind energy as part of its future projects[141]. - The company has outlined a future outlook with a projected revenue growth of 20% for the next fiscal year, driven by new product launches and market expansion strategies[194]. - The company plans to enhance its supply chain management, aiming for a 15% reduction in operational costs by 2024[199].

中德证券有限责任公司文件 中德证发〔2024〕19号 签发人: 万 军 中德证券有限责任公司关于新天绿色能源股份 有限公司非公开发行 A 股股票持续督导保荐总 结报告书 上海证券交易所: 1 经中国证券监督管理委员会《关于核准新天绿色能源股份有 限公司非公开发行股票的批复》(证监许可[2021]2730 号)核准, 并经上海证券交易所同意,新天绿色能源股份有限公司(以下简 称"新天绿能"或"公司")向特定对象非公开发行人民币普通股(A 股)股票 337.182.677 股,发行价为每股人民币 13.63元,共计 募集资金 4,595,799,887.51元,扣除发行人费用(包括承销费、 会计师费用、律师费用等)人民币 50,744,704.04元(不含增值 税),公司本次募集资金净额为人民币 4,545,055,183.47元。上 -1 -- 述募集资金到位情况业经安永华明会计师事务所(特殊普通合 伙)验证,并由其出具《验资报告》(安永华明(2021)验字第 60809266 A01 号）。公司已将上述募集资金存放于募集资金专 项账户管理。 中德证券有限责任公司(以下简称"中德证券"或"保荐机 构")作为新天 ...

Ernsf & Young Hua Ming I I P Level 16 Frnst & Young Tower Oriental Plaza, 1 East Chang An Avenue Beijing China 100738 安永华明会计师事务所（特殊普通合伙） 中国北京市东城区东长安街1号 车方广场安永太楼16目 邮政编码 · 100738 Tel 申话: +86 10 5815 3000 Fax 传真: +86 10 8518 8298 安永华明会计师事务所(特殊普通合伙)对《新天绿色能源股份 有限公司关于对 2023 年度非经营性资金占用及其他关联资金 往来情况汇总表补充说明的公告》的说明 新天绿色能源股份有限公司(以下简称"公司")于2024年3月27日在上海证 券交易所网站(www.sse.com.cn)披露了《新天绿色能源股份有限公司2023年度非 经营性资金占用及其他关联资金往来情况汇总表》,安永华明会计师事务所(特殊 普通合伙)(以下简称"安永")于2024年3月26日针对《新天绿色能源股份有限公 司2023年度非经营性资金占用及其他关联资金往来情况汇总表》出具了《非经营 性资金占用 ...

证券代码：600956 证券简称：新天绿能 公告编号：2024-025 新天绿色能源股份有限公司 关于对 2023 年度非经营性资金占用及其他关联资金 往来情况汇总表补充说明的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 庆风、中航塞罕、新天国化和葫芦岛燃气构成公司的关联方。 东宁新风设立初期未及时建立企业年金账户且未及时转接公司委派人员社 保关系，公司于2023年8月代其垫付委派人员的企业年金及社保公积金，当月已 偿还完毕。哈尔滨庆风设立初期未及时建立企业年金账户，公司于2023年9月代 其垫付委派人员企业年金，当月已偿还完毕。新天国化未及时转接公司委派人员 社保关系，公司于2022年12月代其垫付委派人员社保公积金，2023年3月已偿还 完毕。中航塞罕未及时转接公司委派人员社保关系，公司于2023年1月至12月代 其垫付委派人员社保公积金，中航塞罕每季末归还，2023年12月已全部偿还完毕。 葫芦岛燃气原为公司控股子公司，《专项说明》披露的期初往来资金为公司委派 人员2014年12月至2019年10月的工资及社保公 ...

FF301 備註： 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2024年3月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 新天綠色能源股份有限公司 (於中華人民共和國註冊成立的股份有限公司) 呈交日期: 2024年4月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 H | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 | 00956 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,839,004,396 | RMB | | 1 RMB | | 1,839,004,396 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 1,839,004,396 | RMB | | 1 RMB | | 1,839,004,396 ...

证券代码：600956 证券简称：新天绿能 公告编号：2024-024 新天绿色能源股份有限公司 关于召开 2023 年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 会议召开时间：2024 年 04 月 10 日(星期三)上午 10:00-11:30 会议召开地点：上海证券交易所上证路演中心（上海市浦东新区浦东南路 528 号）（网址：https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心现场交流、视频直播和网络互动 投资者可于 2024 年 04 月 10 日上午 10:00-11:30 到上海证券交易所上证路 演中心（上海市浦东新区浦东南路 528 号）现场参与本次业绩说明会。如有意向 现场参会，请于 04 月 08 日前与公司联系。 投资者可于 2024 年 04 月 01 日(星期一)至 04 月 09 日(星期二)16:00 前登录 上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱ir@suntien.com进 行提问。公司将在说明会上对 ...

Financial Performance - The audited consolidated net profit attributable to the parent company for 2023 is RMB 2,207,473,530.19, with undistributed profits amounting to RMB 8,960,553,185.93[4] - The proposed cash dividend distribution is RMB 2.14 per 10 shares (including tax), totaling RMB 896,037,917.62 (including tax), which represents 40.59% of the net profit attributable to the parent company for 2023[4] - The company's operating revenue for 2023 reached ¥20,281,788,883.53, an increase of 9.27% compared to ¥18,560,522,731.81 in 2022[34] - Net profit attributable to shareholders of the listed company for 2023 was ¥2,207,473,530.19, a decrease of 3.71% from ¥2,292,630,759.66 in 2022[34] - The net profit after deducting non-recurring gains and losses was ¥2,169,460,836.09, down 4.31% from ¥2,267,106,812.03 in the previous year[34] - The net cash flow from operating activities for 2023 was ¥4,851,683,579.95, a decrease of 34.99% compared to ¥7,463,360,158.38 in 2022[34] - Total assets at the end of 2023 amounted to ¥79,016,593,096.75, reflecting a 2.07% increase from ¥77,412,548,934.66 in 2022[34] - The net assets attributable to shareholders of the listed company increased by 6.92% to ¥21,876,733,637.92 from ¥20,461,432,459.73 in 2022[34] Operational Highlights - As of the end of 2023, the company's total assets reached RMB 79.017 billion, with operating revenue of RMB 20.282 billion and a net profit of RMB 2.734 billion, representing a year-on-year increase of 13.63% in gas transmission volume and 15.93% in gas sales volume[15] - The company added 1.4418 million kW of wind power capacity and 42,000 kW of photovoltaic capacity during the year, with a total wind power generation of 14.254 billion kWh and a total gas transmission volume of 5.114 billion cubic meters[15] - The company operates a total installed wind power capacity of 6,293.75 MW and a photovoltaic capacity of 126.12 MW as of December 31, 2023[17] - The company has a total of 1 LNG receiving station, 11 long-distance gas pipelines, and 33 urban gas projects, with a total gas sales volume of 4.503 billion cubic meters in 2023[17] - The company has received approval for several key projects, including the Tangshan LNG export pipeline and the new gas power plant project, indicating ongoing market expansion efforts[15] Technological Innovation and Development - The company emphasizes the importance of technological innovation, having received awards for its advancements in wind power and green energy initiatives[16] - The company has established a national energy hydrogen and renewable energy collaborative technology research and development center, recognized as a key innovation platform by the National Energy Administration[16] - The company is actively pursuing technological innovation and digital transformation to improve operational efficiency and reduce costs[60] - The company has obtained a total of 59 authorized invention patents and 403 utility model patents, reflecting its commitment to innovation and technology development[50] Market and Strategic Initiatives - The company is navigating a complex external environment, including geopolitical tensions and economic recovery challenges, while remaining committed to its core business in renewable energy[16] - The company aims to maintain a steady growth trajectory while adapting to the evolving market landscape and regulatory environment[16] - The company plans to actively participate in market-oriented electricity trading to maximize its benefits as the scale of market transactions is expected to expand[59] - The company is positioned to benefit from the increasing demand for clean energy as the country accelerates its transition towards a low-carbon economy[56] Risk Management and Compliance - The company has detailed descriptions of potential risks and countermeasures in the "Management Discussion and Analysis" section of the report[7] - The company confirms that there are no non-operating fund occupations by controlling shareholders or related parties[6] - The company has not violated decision-making procedures for providing guarantees[6] - The company is committed to enhancing its risk management capabilities, focusing on safety supervision and compliance management to mitigate operational uncertainties[93] Human Resources and Corporate Governance - The total number of employees in the group as of December 31, 2023, is 2,696, with 2,333 males and 363 females, and an average age of 35.81 years[139] - The company has implemented a new performance management system focusing on "performance-oriented, goal management, and fairness" to enhance organizational performance[141] - The company emphasizes gender diversity, with three female members in senior management positions, including the vice president and chief accountant[144] - The company has established a comprehensive employee welfare system, ensuring compliance with labor laws and enhancing employee rights protection[142] Environmental and Social Responsibility - The company invested ¥21.97 million in environmental protection during the reporting period[182] - The company reduced carbon emissions by 11,745,300 tons through the use of wind and solar energy[186] - The company generated 14.254 billion kWh of green electricity, avoiding 1,174,530 tons of CO2 emissions[186] - The company is focused on rural revitalization, ensuring no large-scale poverty return and improving rural living conditions[190] Shareholder Engagement and Profit Distribution - The company plans to maintain a cash dividend distribution of at least 20% of the distributable profits each year, ensuring a stable and continuous profit distribution policy[150] - The company will provide online voting options for shareholders during the annual general meeting to approve the profit distribution plan[151] - The company has established a comprehensive decision-making process for its cash dividend policy, ensuring the protection of minority shareholders' rights[155] Future Outlook - The company anticipates rapid growth in global renewable energy capacity over the next five years, with China expected to account for 60% of new renewable energy generation by 2028[44] - The company plans to expand its hydrogen energy business, utilizing wind power resources to develop renewable energy hydrogen projects and explore viable business models[91] - The company aims to achieve carbon neutrality by 2030, with a roadmap that includes significant investments in sustainable technologies[113]

Financial Performance - The operating revenue for the year ended December 31, 2023, was RMB 20.282 billion, an increase of 9.27% compared to 2022[2]. - The profit before tax was RMB 3.368 billion, reflecting a growth of 2.22% year-on-year[2]. - The net profit attributable to shareholders was RMB 2.207 billion, a decrease of 3.71% from the previous year[2]. - Earnings per share were RMB 0.51, down 3.77% compared to 2022[2]. - The total profit for the group reached RMB 3.368 billion, an increase of 2.22% year-on-year, while net profit was RMB 2.734 billion, a decrease of 2.96%[21]. - Operating revenue for the group was RMB 20.282 billion, representing a year-on-year increase of 9.27%, with the natural gas segment contributing RMB 14.027 billion, up 14.96%[21]. - The wind and solar segment's revenue was RMB 6.244 billion, down 1.61%, accounting for 30.78% of total revenue, primarily due to a decrease in available hours for wind power generation[21]. - The company reported a significant increase in financing activities, with net cash flow from financing activities at RMB -23.10 billion, a substantial decrease from RMB -1.76 billion in the previous year[50]. - The company reported a decrease of 4.31% in net profit compared to the previous year, primarily due to a reduction in net profit[117]. - The total comprehensive income for 2023 was approximately RMB 2.73 billion, a decrease from RMB 2.82 billion in 2022, reflecting a decline of about 3.2%[126]. Revenue and Sales - The total gas sales volume for the reporting period was 5.114 billion cubic meters, an increase of 13.63% year-on-year[8]. - The retail gas sales volume reached 2 billion cubic meters, up 8.78% from the previous year[8]. - The LNG sales volume surged by 9,585.78% to 0.456 billion cubic meters, primarily due to the commissioning of the Tangshan LNG project[8]. - The company's natural gas sales revenue reached RMB 13.79 billion, with a year-on-year increase of 16.33%[51]. - The revenue from natural gas sales primarily comes from pipeline transportation and city gas distribution, with stable unit profit margins[41]. Assets and Liabilities - The total consolidated assets amounted to RMB 79.017 billion as of December 31, 2023[3]. - The group’s total borrowings amounted to RMB 37.913 billion, an increase of RMB 0.71 billion from the end of 2022, with short-term borrowings at RMB 7.219 billion[29]. - The asset-liability ratio was 66.16%, a decrease of 1.31 percentage points from 67.47% at the end of 2022, due to stable total liabilities and growth in net assets[30]. - The total liabilities as of December 31, 2023, were RMB 52,275,823,528.51, slightly up from RMB 52,231,291,874.48 in 2022[124]. - The total shareholders' equity as of December 31, 2023, was RMB 26,740,769,568.24, an increase from RMB 25,181,257,060.18 in 2022, representing a growth of 6.19%[124]. Investments and Expenditures - Capital expenditures for the period were RMB 6.147 billion, a decrease of 15.11% from RMB 7.241 billion in the previous year[27]. - The company has allocated RMB 148.55 million for new investments in 2023, compared to RMB 80.38 million in 2022, indicating a significant increase in investment activity[128]. - The company plans to enhance its offshore wind power projects, leveraging the Tangshan Leting Bodhi Island offshore wind project to explore new opportunities in offshore wind development[75]. Research and Development - The company has been awarded 59 invention patents and 403 utility model patents, reflecting its commitment to innovation and technology development[20]. - Research and development expenses for 2023 were RMB 371.59 million, a decrease from RMB 427.16 million in 2022, reflecting a strategic focus on cost management[193]. - The total R&D investment accounted for 1.88% of operating revenue, with capitalized R&D expenses making up 2.37%[58]. Market and Competition - The company is actively pursuing the development of smart gas transmission and distribution technologies, contributing to the digital transformation of the natural gas industry[20]. - The company is focusing on expanding its market presence in untapped provinces while maintaining its competitive edge in Hebei province[45]. - Market expansion difficulties are expected to increase as upstream suppliers extend their reach into downstream markets, intensifying competition[91]. Environmental and Social Responsibility - The company has received multiple ESG awards, highlighting its commitment to sustainable development and environmental management[46]. - The company generated 14.254 billion kWh of green electricity in 2023, avoiding CO2 emissions of approximately 11.7453 million tons[110]. - The company has avoided SO2 emissions of approximately 1,439.65 tons and NOx emissions of about 2,166.61 tons through its green energy initiatives[110]. Cash Flow and Financial Management - The net cash flow from operating activities decreased by 34.99% to RMB 7.46 billion, down from RMB 11.43 billion in the previous year[49]. - The company’s cash and cash equivalents decreased to RMB 3,420,053,078.91 from RMB 7,326,059,327.77, a decline of 53.3%[123]. - The company is closely monitoring interest rate changes as it requires substantial capital expenditure for wind power and natural gas projects, which could impact funding costs[94]. Risks and Challenges - The company faces risks related to wind resource uncertainty and potential electricity output limitations due to lagging grid construction, which may affect project development[85][86]. - There is a risk of declining pipeline transportation and city gas charges as the government continues to reform natural gas pricing, which may impact revenue[90]. - Natural gas consumption is under pressure due to external demand decline and geopolitical instability, affecting market demand[93].

2023 年 12 月 31 日 目 录 页 次 新天绿色能源股份有限公司 募集资金存放与实际使用情况鉴证报告 (一) 募集资金存放与实际使用情况鉴证报告 1 - 2 (二) 新天绿色能源股份有限公司 2023 年度募集资金存放与实际 使用情况专项报告 3 - 11 募集资金存放与实际使用情况鉴证报告 安永华明（2024）专字第70015920_A03号 新天绿色能源股份有限公司 新天绿色能源股份有限公司： 我们接受委托，对后附的新天绿色能源股份有限公司截至2023年度募集资金存放 与实际使用情况的专项报告（"募集资金专项报告"）进行了鉴证。《上市公司监管 指引第2号——上市公司募集资金管理和使用的监管要求》和《上海证券交易所上市公 司自律监管指引第1号——规范运作》及相关格式指南编制募集资金专项报告，并保证 其内容真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏是新天绿色能源 股份有限公司董事会的责任。我们的责任是在执行鉴证工作的基础上对募集资金专项 报告独立发表鉴证意见。 我们按照《中国注册会计师其他鉴证业务准则第3101号——历史财务信息审计或 审阅以外的鉴证业务》的规定执行了鉴证业务。该准则要求 ...

与河北建投集团财务有限公司有关《金融服务框架协议》暨 关联交易的专项核查意见 中德证券有限责任公司（以下简称"中德证券"、"保荐机构"）作为新天绿 色能源股份有限公司（以下简称"新天绿能"、"公司"）非公开发行A股股票的保 荐机构，根据《证券发行上市保荐业务管理办法》、《上海证券交易所上市公司自 律监管指引第11号——持续督导》等有关法律法规和规范性文件的要求，对新天 绿能履行了持续督导义务。 根据《上海证券交易所上市公司自律监管指引第5号——交易与关联交易》 的规定，在持续督导期内，对公司与河北建投集团财务有限公司（下称"财务公 司"）有关《金融服务框架协议》相关事项进行了认真、审慎的核查，并发表如 下核查意见： 一、财务公司基本情况与关联关系介绍 1、基本信息 财务公司是经中国银行业监督管理委员会批准成立的非银行金融机构。《金 融许可证》编码为 00534688，《企业法人营业执照》统一社会信用代码 9113000006165450XJ。 财务公司注册资本为 20 亿元人民币，其中河北建设投资集团有限责任公司 出资 12 亿元，占注册资本的 60%；公司出资 2 亿元，占注册资本的 10%；河北 建投能源 ...