证券代码：003035 证券简称：南网能源 公告编号：2025-046 南方电网综合能源股份有限公司 关于 2025 年度中期利润分配预案的公告 三、中期分红预案的合理性说明 本次中期分红预案已综合考虑公司当前的财务状况、生产经营情况和所处的 发展阶段以及资本开支计划、可持续发展与股东回报等因素，在保证公司正常经 营和持续发展的前提下制定。本次中期分红预案符合《中华人民共和国公司法》 《企业会计准则》《上市公司监管指引第 3 号——上市公司现金分红》《深圳证 券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等规定；符 合《公司章程》确定的利润分配政策等。本次中期分红预案具备合法性、合规性 及合理性。 四、备查文件 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、审议程序 南方电网综合能源股份有限公司（以下简称"公司"或"南网能源"）二届 三十六次董事会会议审议通过了《关于南方电网综合能源股份有限公司 2025 年 度中期利润分配预案的议案》。公司第二届董事会审计与风险委员会第二十五次 会议已审议通过本议案，公司 2025 年第四次独立董事专 ...

[Section 1 Important Notes, Table of Contents, and Definitions](index=2&type=section&id=Section%201%20Important%20Notes%2C%20Table%20of%20Contents%2C%20and%20Definitions) [Important Notes](index=2&type=section&id=Important%20Notes) This section emphasizes the authenticity, accuracy, and completeness of the semi-annual report and provides risk warnings for forward-looking statements - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report and assume legal responsibility[3](index=3&type=chunk) - Forward-looking statements involving future plans in the report do not constitute profit forecasts or substantive commitments and are subject to uncertainties[4](index=4&type=chunk) 2025 Semi-Annual Profit Distribution Plan | Item | Amount/Quantity | | :--- | :--- | | Share Capital Base | 3,787,878,787 shares | | Cash Dividend per 10 Shares (tax inclusive) | 0.07 RMB | | Bonus Shares | 0 shares | | Shares Converted from Capital Reserve | 0 shares | [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section lists the overall structure of the semi-annual report, comprising nine main chapters for investor reference [Definitions](index=5&type=section&id=Definitions) This section defines key terms used in the report, such as "Energy Performance Contracting" and "Reporting Period," to ensure clarity and accuracy - "Energy Performance Contracting" refers to a service mechanism where an energy service company agrees on energy-saving targets with an energy-using entity, which then pays for the service investment and reasonable profits from the energy savings achieved[10](index=10&type=chunk) - "Reporting Period" refers to the period from January 1, 2025, to June 30, 2025[10](index=10&type=chunk) [Section 2 Company Profile and Key Financial Indicators](index=6&type=section&id=Section%202%20Company%20Profile%20and%20Key%20Financial%20Indicators) [I. Company Profile](index=6&type=section&id=I.%20Company%20Profile) This section provides basic information about the company, including its stock abbreviation, stock code, listing exchange, and legal representative Company Basic Information | Item | Content | | :--- | :--- | | Stock Abbreviation | CSG Energy | | Stock Code | 003035 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | China Southern Power Grid Comprehensive Energy Co, Ltd | | Legal Representative | Song Xinming | [II. Contacts and Contact Methods](index=6&type=section&id=II.%20Contacts%20and%20Contact%20Methods) This section lists the contact information for the company's Board Secretary and Securities Affairs Representative for investor communication Contact Information | Position | Name | Phone | | :--- | :--- | :--- | | Board Secretary | Zhang Hengge | 020-38122705 | | Securities Affairs Representative | Fang Mingzhu | 020-38122705 | [III. Other Information](index=6&type=section&id=III.%20Other%20Information) This section states that the company's registered address, office address, website, and information disclosure locations remained unchanged during the reporting period - The company's contact methods, information disclosure channels, and document storage locations remained unchanged during the reporting period[14](index=14&type=chunk)[15](index=15&type=chunk) [IV. Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section presents the company's key financial data for the reporting period, showing a 21.13% year-on-year increase in operating revenue Key Accounting Data and Financial Indicators (Current Period vs. Same Period Last Year) | Indicator | Current Period (RMB) | Same Period Last Year (RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,603,397,773.62 | 1,323,734,918.16 | 21.13% | | Net Profit Attributable to Shareholders | 213,743,186.14 | 204,583,603.30 | 4.48% | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 210,638,122.03 | 198,928,937.42 | 5.89% | | Net Cash Flow from Operating Activities | 536,201,004.81 | 567,290,854.24 | -5.48% | | Basic Earnings per Share | 0.0564 | 0.0540 | 4.44% | | Diluted Earnings per Share | 0.0564 | 0.0540 | 4.44% | | Weighted Average Return on Equity | 3.18% | 2.99% | Increase of 0.19 percentage points | | **Period-End Indicators** | **End of Current Period (RMB)** | **End of Last Year (RMB)** | **Change from End of Last Year** | | Total Assets | 22,899,416,812.24 | 20,771,416,254.52 | 10.24% | | Net Assets Attributable to Shareholders | 6,838,918,708.94 | 6,613,388,985.03 | 3.41% | [V. Differences in Accounting Data under Domestic and Foreign Accounting Standards](index=8&type=section&id=V.%20Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Foreign%20Accounting%20Standards) This section clarifies that there were no discrepancies in net profit or net assets between financial reports prepared under Chinese and international accounting standards - The company had no differences in accounting data under domestic and foreign accounting standards during the reporting period[17](index=17&type=chunk)[18](index=18&type=chunk) [VI. Non-recurring Profit and Loss Items and Amounts](index=8&type=section&id=VI.%20Non-recurring%20Profit%20and%20Loss%20Items%20and%20Amounts) This section lists non-recurring profit and loss items for the period, totaling 3,105,064.11 RMB Non-recurring Profit and Loss Items and Amounts | Item | Amount (RMB) | | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets | 214,323.52 | | Gains/Losses from Fair Value Changes and Disposal of Financial Assets/Liabilities | -4,113.04 | | Reversal of Impairment Provision for Individually Tested Receivables | 494,524.90 | | Other Non-operating Income and Expenses | 2,783,911.21 | | Less: Income Tax Impact | 864,125.97 | | Minority Interest Impact (after tax) | -480,543.49 | | **Total** | **3,105,064.11** | - The company did not reclassify any non-recurring profit and loss items as recurring[21](index=21&type=chunk) [Section 3 Management Discussion and Analysis](index=10&type=section&id=Section%203%20Management%20Discussion%20and%20Analysis) [I. Principal Business Activities during the Reporting Period](index=10&type=section&id=I.%20Principal%20Business%20Activities%20during%20the%20Reporting%20Period) This section details the company's main operations, including energy-saving services and comprehensive resource utilization, and analyzes industry trends and competitive landscape [1. Company Business Overview](index=10&type=section&id=1.%20Company%20Business%20Overview) The company primarily provides one-stop comprehensive energy-saving services, positioning itself as an integrated energy supplier and service provider - The company's mission is to "integrate technology, research policy, and serve society," with a strategic focus on being a comprehensive energy supplier and service provider[23](index=23&type=chunk) - Main business categories include industrial, building, and urban lighting energy-saving services, alongside comprehensive resource utilization[25](index=25&type=chunk)[26](index=26&type=chunk) - The company's business model is shifting from "investment and holding" to a dual focus on "investment and holding + high-end services"[26](index=26&type=chunk) [2. Industry Overview](index=11&type=section&id=2.%20Industry%20Overview) The energy conservation industry is a core engine for green development, though the market remains fragmented and highly competitive - The energy conservation and environmental protection industry, a national strategic emerging sector, holds vast development potential and is crucial for achieving "dual carbon" goals[27](index=27&type=chunk)[28](index=28&type=chunk) - The comprehensive energy services market has broad prospects, supported by policies encouraging multi-energy complementation and the shift from energy consumption control to carbon emission control[30](index=30&type=chunk) - The energy-saving service industry is highly competitive and fragmented, characterized by many small and weak enterprises, with low industrial concentration[35](index=35&type=chunk)[36](index=36&type=chunk) - The company holds a leading position in the industry, with unique advantages in building energy conservation, and is transforming into a comprehensive energy developer and digital ecosystem provider[37](index=37&type=chunk) [3. Major Business Progress](index=13&type=section&id=3.%20Major%20Business%20Progress) In the first half of 2025, the company advanced key strategic tasks, achieving growth in both operating revenue and net profit - In the first half of the year, the company achieved **operating revenue of 1.603 billion RMB**, a YoY increase of **21.13%**, and **net profit attributable to shareholders of 213.74 million RMB**, a YoY increase of **4.48%**[40](index=40&type=chunk) - Industrial energy-saving business revenue was approximately **880.61 million RMB**, a YoY increase of about **27.70%**; building energy-saving business revenue was approximately **431.56 million RMB**, a YoY increase of about **5.00%**[40](index=40&type=chunk) - The company has filed for bankruptcy for two subsidiaries and achieved profitability in the Tengxian biomass project, positively impacting the comprehensive resource utilization business[40](index=40&type=chunk) - A new digital services company was established to focus on digital operation and maintenance, advancing the business structure toward "investment and holding + high-end services"[41](index=41&type=chunk) [II. Core Competitiveness Analysis](index=15&type=section&id=II.%20Core%20Competitiveness%20Analysis) The company's core competitiveness is built on technological innovation, extensive project experience, a professional talent pool, strong brand influence, and robust capital advantages - The company strengthens technological innovation through a "five-in-one" innovation consortium, focusing on "AI + Energy Saving" research projects like "AI + High-Efficiency Cooling Stations"[43](index=43&type=chunk)[44](index=44&type=chunk) - With extensive project experience, the company has developed unique integrated solutions and upgraded its digital management platform, managing **1,101 projects online**[46](index=46&type=chunk)[47](index=47&type=chunk) - The company maintains a three-tiered talent pool of **279 individuals** and implements a "Young Talent Support Project" to cultivate technical experts[48](index=48&type=chunk)[49](index=49&type=chunk) - Recognized as a "Double Hundred" reform benchmark enterprise by SASAC, the company's brand reputation is continuously enhanced through award-winning projects[50](index=50&type=chunk) - As a state-controlled listed company, it possesses strong market credit and financing capabilities, with consolidated net assets of approximately **7.651 billion RMB** at the end of the reporting period[51](index=51&type=chunk) [III. Main Business Analysis](index=17&type=section&id=III.%20Main%20Business%20Analysis) This section analyzes the financial performance of the company's main business, highlighting revenue growth driven by industrial energy saving and resource utilization [Overview](index=18&type=section&id=Overview) This part provides an overview of the company's main business operations, with details available in "I. Principal Business Activities during the Reporting Period" [Year-on-Year Changes in Key Financial Data](index=18&type=section&id=Year-on-Year%20Changes%20in%20Key%20Financial%20Data) This section details year-on-year changes in key financial data, showing a 21.13% revenue increase but a significant rise in expenses and investment cash outflows Year-on-Year Changes in Key Financial Data | Item | Current Period (RMB) | Same Period Last Year (RMB) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 1,603,397,773.62 | 1,323,734,918.16 | 21.13% | —— | | Operating Costs | 1,040,940,003.91 | 891,304,539.84 | 16.79% | —— | | Selling Expenses | 19,137,075.27 | 13,553,671.11 | 41.19% | Increased personnel costs due to market expansion and talent acquisition | | Administrative Expenses | 95,857,437.54 | 67,521,479.14 | 41.97% | Increased personnel costs due to hiring more management staff | | Financial Expenses | 147,293,213.33 | 135,653,705.24 | 8.58% | —— | | Income Tax Expense | 24,814,900.68 | 37,515,117.33 | -33.85% | New projects benefiting from tax reduction and exemption policies | | Net Cash Flow from Operating Activities | 536,201,004.81 | 567,290,854.24 | -5.48% | —— | | Net Cash Flow from Investing Activities | -2,090,414,392.06 | -848,147,933.32 | 146.47% | Increased expenditure on fixed asset construction projects | | Net Cash Flow from Financing Activities | 1,335,457,355.99 | 388,564,563.80 | 243.69% | Lower repayment of maturing debt compared to the previous year | | Net Increase in Cash and Cash Equivalents | -218,756,031.26 | 107,707,484.72 | -303.10% | Increased expenditure on fixed assets significantly exceeded cash inflows | [Operating Revenue Composition](index=18&type=section&id=Operating%20Revenue%20Composition) This section analyzes the composition of operating revenue by industry, product, and region, with the South China region remaining the primary income source Operating Revenue Composition (by Industry, Product, Region) | Item | Current Period Amount (RMB) | % of Revenue | Same Period Last Year Amount (RMB) | % of Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | **By Industry** | | | | | | | Energy-saving Services | 1,367,239,414.84 | 85.27% | 1,168,856,027.23 | 88.30% | 16.97% | | Comprehensive Resource Utilization | 235,753,452.41 | 14.70% | 153,849,919.87 | 11.62% | 53.24% | | **By Product** | | | | | | | Industrial Energy-saving | 880,612,691.46 | 54.92% | 689,594,171.45 | 52.09% | 27.70% | | Building Energy-saving | 431,564,745.30 | 26.92% | 411,026,476.15 | 31.05% | 5.00% | | Comprehensive Resource Utilization | 235,753,452.41 | 14.70% | 153,849,919.87 | 11.62% | 53.24% | | **By Region** | | | | | | | South China | 1,081,519,560.51 | 67.45% | 879,204,932.31 | 66.42% | 23.01% | | Southwest China | 179,746,066.46 | 11.21% | 185,746,237.57 | 14.03% | -3.23% | | East China | 140,915,824.87 | 8.79% | 97,929,360.46 | 7.40% | 43.90% | | North China | 132,447,976.88 | 8.26% | 100,941,503.72 | 7.63% | 31.21% | | Central China | 68,768,344.90 | 4.29% | 59,912,884.10 | 4.53% | 14.78% | Gross Margin Changes in Main Business | Item | Gross Margin (Current) | Gross Margin (Last Year) | Change in Gross Margin | | :--- | :--- | :--- | :--- | | Energy-saving Services | 35.98% | 34.59% | Up 1.39 percentage points | | Comprehensive Resource Utilization | 29.89% | 17.77% | Up 12.12 percentage points | | Industrial Energy-saving | 52.00% | 46.66% | Up 5.34 percentage points | | Building Energy-saving | 14.44% | 14.44% | Unchanged | | Comprehensive Resource Utilization | 29.89% | 17.77% | Up 12.12 percentage points | | South China Region | 39.48% | 32.27% | Up 7.21 percentage points | | Southwest China Region | 3.27% | 32.58% | Down 29.31 percentage points | - **Industrial energy-saving business revenue grew by 27.70% YoY**, with gross margin increasing by 5.34 percentage points, mainly due to the timely commissioning of several projects[60](index=60&type=chunk) - **Comprehensive resource utilization business revenue grew by 53.24% YoY**, with gross margin increasing by 12.12 percentage points, driven by a new agrivoltaics project and effective disposal of inefficient biomass assets[61](index=61&type=chunk) [IV. Non-Main Business Analysis](index=21&type=section&id=IV.%20Non-Main%20Business%20Analysis) This section states that there is no analysis of non-main business activities for the reporting period - The company has no non-main business analysis for the reporting period[63](index=63&type=chunk) [V. Analysis of Assets and Liabilities](index=21&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) This section analyzes the composition and significant changes in the company's assets and liabilities, noting an increase in fixed assets and restrictions on certain assets [1. Significant Changes in Asset Composition](index=21&type=section&id=1.%20Significant%20Changes%20in%20Asset%20Composition) Total assets grew by 10.24%, with the proportion of fixed assets increasing due to new projects becoming operational Significant Changes in Asset Composition | Item | End of Current Period (RMB) | % of Total Assets | End of Last Year (RMB) | % of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 990,354,813.62 | 4.32% | 1,195,065,360.01 | 5.75% | Down 1.43 percentage points | | Fixed Assets | 15,036,947,447.98 | 65.67% | 13,116,664,755.16 | 63.15% | Up 2.52 percentage points | | Construction in Progress | 1,383,119,483.70 | 6.04% | 1,503,210,526.77 | 7.24% | Down 1.20 percentage points | | Short-term Borrowings | 240,289,071.90 | 1.05% | 560,271,838.42 | 2.70% | Down 1.65 percentage points | | Long-term Borrowings | 6,093,636,159.19 | 26.61% | 5,987,204,588.84 | 28.82% | Down 2.21 percentage points | - The increase in the proportion of fixed assets is mainly due to the timely commissioning of major projects and the expansion of fixed asset construction[64](index=64&type=chunk) [2. Major Overseas Assets](index=22&type=section&id=2.%20Major%20Overseas%20Assets) This section states that the company had no major overseas assets during the reporting period - The company had no major overseas assets during the reporting period[65](index=65&type=chunk) [3. Assets and Liabilities Measured at Fair Value](index=22&type=section&id=3.%20Assets%20and%20Liabilities%20Measured%20at%20Fair%20Value) This section states that there were no significant changes in the measurement attributes of the company's main assets during the reporting period - There were no significant changes in the measurement attributes of the company's main assets during the reporting period[65](index=65&type=chunk) [4. Restricted Assets as of the End of the Reporting Period](index=22&type=section&id=4.%20Restricted%20Assets%20as%20of%20the%20End%20of%20the%20Reporting%20Period) As of the period end, assets with a total book value of 1.731 billion RMB were restricted, primarily for judicial freezes, guarantees, and loan collateral Restricted Assets | Item | Period-End Book Value (RMB) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Cash Equivalents | 22,449,081.07 | Judicial freeze | | Cash and Cash Equivalents | 4,200,000.00 | Guarantee deposits in bank, restricted use funds | | Accounts Receivable | 1,261,204,898.47 | Pledged for bank loans | | Fixed Assets | 397,904,296.50 | Mortgaged for bank loans | | Intangible Assets | 45,724,461.90 | Pledged for bank loans | | **Total** | **1,731,482,737.94** | | [VI. Investment Analysis](index=22&type=section&id=VI.%20Investment%20Analysis) This section outlines the company's investment activities, highlighting a significant increase in the installed capacity of newly commissioned energy-saving projects [1. Overall Situation](index=22&type=section&id=1.%20Overall%20Situation) The company continued to leverage its advantages in the energy-saving sector, with a substantial year-on-year increase in the installed capacity of new projects Changes in Financial Assets | Item | Opening Balance (RMB) | Fair Value Change Gain/Loss (RMB) | Closing Balance (RMB) | | :--- | :--- | :--- | :--- | | Other Non-current Financial Assets | 2,983,536.31 | -4,113.04 | 2,979,423.27 | | Subtotal of Financial Assets | 2,983,536.31 | -4,113.04 | 2,979,423.27 | - During the reporting period, the installed capacity of the company's newly commissioned energy-saving projects increased significantly year-on-year[68](index=68&type=chunk) [2. Significant Equity Investments Acquired During the Reporting Period](index=23&type=section&id=2.%20Significant%20Equity%20Investments%20Acquired%20During%20the%20Reporting%20Period) This section states that the company made no significant equity investments during the reporting period - The company made no significant equity investments during the reporting period[69](index=69&type=chunk) [3. Significant Non-Equity Investments in Progress During the Reporting Period](index=23&type=section&id=3.%20Significant%20Non-Equity%20Investments%20in%20Progress%20During%20the%20Reporting%20Period) This section states that the company had no significant ongoing non-equity investments during the reporting period - The company had no significant non-equity investments during the reporting period[70](index=70&type=chunk) [4. Financial Asset Investments](index=23&type=section&id=4.%20Financial%20Asset%20Investments) This section states that the company made no securities or derivatives investments during the reporting period - The company made no securities or derivatives investments during the reporting period[69](index=69&type=chunk)[70](index=70&type=chunk) [5. Use of Raised Funds](index=23&type=section&id=5.%20Use%20of%20Raised%20Funds) This section states that there was no use of raised funds during the reporting period - There was no use of raised funds during the reporting period[71](index=71&type=chunk) [VII. Major Asset and Equity Sales](index=24&type=section&id=VII.%20Major%20Asset%20and%20Equity%20Sales) This section states that the company did not sell any major assets or equity during the reporting period - The company did not sell any major assets or equity during the reporting period[72](index=72&type=chunk)[73](index=73&type=chunk) [VIII. Analysis of Major Holding and Participating Companies](index=25&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) This section analyzes the performance of major subsidiaries and discloses the establishment of a new subsidiary in Chongqing Financial Data of Major Subsidiaries | Company Name | Type | Main Business | Registered Capital (RMB) | Total Assets (RMB) | Net Assets (RMB) | Operating Revenue (RMB) | Operating Profit (RMB) | Net Profit (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | CSG Comprehensive Energy (Foshan) Co, Ltd | Subsidiary | Energy performance contracting, energy-saving retrofitting | 550,267,200.00 | 2,233,790,471.74 | 1,114,360,679.61 | 135,109,190.12 | 65,666,392.00 | 57,825,061.64 | | CSG Comprehensive Energy (Zhuhai) Co, Ltd | Subsidiary | Energy performance contracting, energy-saving retrofitting | 538,000,000.00 | 1,536,818,708.62 | 670,560,975.96 | 82,445,279.94 | 36,418,368.53 | 33,290,831.00 | - During the reporting period, the company established CSG Comprehensive Energy (Chongqing) Co, Ltd, which is not expected to have a significant impact on overall operations and performance[79](index=79&type=chunk) [IX. Structured Entities Controlled by the Company](index=27&type=section&id=IX.%20Structured%20Entities%20Controlled%20by%20the%20Company) This section states that the company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[80](index=80&type=chunk) [X. Risks and Countermeasures](index=27&type=section&id=X.%20Risks%20and%20Countermeasures) This section identifies risks related to market competition, business models, accounts receivable, and debt, and outlines corresponding countermeasures - The company faces risks from intensified market competition, addressed by optimizing business layout, strengthening innovation, and controlling costs[80](index=80&type=chunk) - The energy performance contracting model carries risks of high initial investment and uncertain returns, managed through optimized investment plans and risk control[81](index=81&type=chunk)[82](index=82&type=chunk) - Risks in accounts receivable collection are addressed by optimizing service models, cultivating new businesses, and strengthening receivables management[83](index=83&type=chunk)[84](index=84&type=chunk) - The risk of increasing debt and interest expenses is managed by enhancing capital forecasting, optimizing fund management, and exploring green financing tools[85](index=85&type=chunk) [XI. Market Value Management System and Value Enhancement Plan](index=29&type=section&id=XI.%20Market%20Value%20Management%20System%20and%20Value%20Enhancement%20Plan) This section states that the company has established a market value management system to enhance investment value and shareholder returns - The company has formulated and approved the "Market Value Management System of CSG Comprehensive Energy Co, Ltd" to enhance investment value and shareholder returns[88](index=88&type=chunk) [XII. Implementation of the "Dual Improvement of Quality and Return" Action Plan](index=29&type=section&id=XII.%20%E2%80%9CQuality%20Return%20Dual%20Improvement%E2%80%9D%20Action%20Plan%20Implementation) This section states that the company did not disclose a "Dual Improvement of Quality and Return" action plan during the reporting period - The company did not disclose a "Dual Improvement of Quality and Return" action plan during the reporting period[90](index=90&type=chunk) [Section 4 Corporate Governance, Environment, and Society](index=30&type=section&id=Section%204%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) [I. Changes in Directors, Supervisors, and Senior Management](index=30&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) This section discloses changes in the company's board of directors, supervisory committee, and senior management during the reporting period Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Liu Jingping | Director, Member of Remuneration and Appraisal Committee | Resigned | Aug 07, 2025 | Retirement | | Du Peng | Employee Representative Director | Elected | Aug 08, 2025 | -- | | Sun Shiqi | Supervisor | Resigned | Aug 08, 2025 | Supervisory Committee Reform | | Li Baobing | Supervisor | Resigned | Aug 08, 2025 | Supervisory Committee Reform | | Luo Jun | Supervisor | Resigned | Aug 08, 2025 | Supervisory Committee Reform | | Zhang Jiyang | Supervisor | Resigned | Aug 08, 2025 | Supervisory Committee Reform | | Cao Jiandong | Supervisor | Resigned | Aug 08, 2025 | Supervisory Committee Reform | [II. Profit Distribution and Capitalization of Capital Reserve for the Reporting Period](index=30&type=section&id=II.%20Profit%20Distribution%20and%20Capitalization%20of%20Capital%20Reserve%20for%20the%20Reporting%20Period) This section details the company's 2025 interim profit distribution plan, proposing a cash dividend of 0.07 RMB per 10 shares 2025 Interim Profit Distribution Plan | Item | Amount/Quantity | | :--- | :--- | | Bonus Shares per 10 Shares | 0 shares | | Cash Dividend per 10 Shares (tax inclusive) | 0.07 RMB | | Shares Converted per 10 Shares | 0 shares | | Share Capital Base for Distribution | 3,787,878,787 shares | | Total Cash Dividend (tax inclusive) | 26,515,151.51 RMB | | Ratio of Cash Dividend to Total Profit Distribution | 100% | | Ratio of Cash Dividend to H1 2025 Net Profit Attributable to Parent | 12.41% | [III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=32&type=section&id=III.%20Implementation%20of%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) This section states that while no equity incentive plans were implemented, the company continued to deepen compensation reforms and explore other incentive mechanisms - No equity incentive or employee stock ownership plans were implemented during the reporting period[95](index=95&type=chunk)[96](index=96&type=chunk) - The company continues to optimize its incentive mechanisms, implementing an **excess profit sharing plan for 2023-2025** and piloting a performance-based dividend incentive scheme[95](index=95&type=chunk) [IV. Environmental Information Disclosure](index=32&type=section&id=IV.%20Environmental%20Information%20Disclosure) This section discloses that the company and five of its major subsidiaries are included in the list of enterprises required to disclose environmental information by law - The company and five of its major subsidiaries are included in the list of enterprises required to disclose environmental information by law[97](index=97&type=chunk) Subsidiaries on the Environmental Information Disclosure List | No. | Company Name | | :--- | :--- | | 1 | Yangshan Nandian Biomass Power Generation Co, Ltd | | 2 | CSG Comprehensive Energy (Guangzhou) Co, Ltd Chishui Branch | | 3 | Guangxi Nanneng Changling Clean Energy Co, Ltd | | 4 | Fujian Zhangpu Yanglv Thermal Energy Co, Ltd | | 5 | Tengxian Xinlongyuan Biomass Thermal Power Co, Ltd | [V. Social Responsibility](index=33&type=section&id=V.%20Social%20Responsibility) This section outlines the company's fulfillment of social responsibilities in governance, shareholder rights, employee welfare, environmental protection, and social relations - The company adheres to the Party's leadership, advances state-owned enterprise reform, and has won awards for "Best Practice of Listed Company Board of Directors" for two consecutive years[100](index=100&type=chunk) - Upholding an "investor-centric" principle, the company protects minority investor rights and has been recognized for "Best Practice in Investor Relations Management" for two consecutive years[101](index=101&type=chunk) - The company respects employee rights, has established an employee rights protection department, and ensures a **100% certification rate** for on-the-job personnel through professional training[102](index=102&type=chunk) - In the first half of 2025, the company's projects achieved electricity savings of **2.274 billion kWh**, equivalent to reducing CO2 emissions by **721,000 tons**[103](index=103&type=chunk) - The company fosters win-win relationships with stakeholders and participates in rural revitalization through projects like agrivoltaics, creating local employment[104](index=104&type=chunk) [Section 5 Significant Matters](index=35&type=section&id=Section%205%20Significant%20Matters) [I. Commitments Fulfilled or Overdue by Relevant Parties](index=36&type=section&id=I.%20Commitments%20Fulfilled%20or%20Overdue%20by%20Relevant%20Parties) This section discloses that all commitments made by the actual controller, shareholders, and related parties regarding share lock-ups were fulfilled on time - The controlling shareholder, China Southern Power Grid, has fulfilled its commitments regarding the lock-up arrangement for pre-IPO shares and the voluntary extension of the lock-up period[106](index=106&type=chunk) [II. Non-operational Fund Occupation by Controlling Shareholders and Other Related Parties](index=37&type=section&id=II.%20Non-operational%20Fund%20Occupation%20by%20Controlling%20Shareholders%20and%20Other%20Related%20Parties) This section states that there was no non-operational occupation of the company's funds by its controlling shareholder or other related parties - There was no non-operational fund occupation by the controlling shareholder or other related parties during the reporting period[107](index=107&type=chunk) [III. Irregular External Guarantees](index=37&type=section&id=III.%20Irregular%20External%20Guarantees) This section states that the company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[108](index=108&type=chunk) [IV. Appointment and Dismissal of Accounting Firm](index=37&type=section&id=IV.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firm) This section states that the company's semi-annual financial report has not been audited - The company's semi-annual report has not been audited[109](index=109&type=chunk) [V. Board's Explanation on "Non-standard Audit Report" for the Current Period](index=37&type=section&id=V.%20Board's%20Explanation%20on%20%22Non-standard%20Audit%20Report%22%20for%20the%20Current%20Period) This section states that no "non-standard audit report" was issued by the accounting firm for the reporting period - No non-standard audit report was issued for the reporting period[110](index=110&type=chunk) [VI. Board's Explanation on "Non-standard Audit Report" from the Previous Year](index=37&type=section&id=VI.%20Board's%20Explanation%20on%20%22Non-standard%20Audit%20Report%22%20from%20the%20Previous%20Year) This section states that no "non-standard audit report" was issued by the accounting firm for the previous year - No non-standard audit report was issued for the previous year[110](index=110&type=chunk) [VII. Bankruptcy and Reorganization Matters](index=37&type=section&id=VII.%20Bankruptcy%20and%20Reorganization%20Matters) This section discloses the progress of bankruptcy applications for two sub-subsidiaries, with one case accepted by the court and the other's rejection being appealed - The company has applied for the bankruptcy of two sub-subsidiaries, Yangshan Nandian and Nanneng Changling, to optimize its business layout[110](index=110&type=chunk) - The bankruptcy case of Yangshan Nandian has been formally accepted by the Qingyuan Intermediate People's Court and an administrator has been appointed[110](index=110&type=chunk)[111](index=111&type=chunk) - The bankruptcy application for Guangxi Nanneng Changling was rejected by the court, and the company has filed an appeal with a higher court[111](index=111&type=chunk) [VIII. Litigation Matters](index=38&type=section&id=VIII.%20Litigation%20Matters) This section discloses litigation matters during the reporting period, involving various construction and loan contract disputes that did not meet the threshold for major litigation Litigation (Arbitration) Overview | Litigation (Arbitration) Status | Amount Involved (RMB 10,000) | Number of Cases | Provision for Liabilities | Progress | | :--- | :--- | :--- | :--- | :--- | | Company as plaintiff (below major litigation threshold) | 5,343.41 | 9 | No | Pending trial as of period end | | Company as plaintiff (below major litigation threshold) | 23,510.23 | 22 | No | Judgment effective or in enforcement as of period end | | Company as defendant (below major litigation threshold) | 17,216.68 | 13 | No | Pending trial as of period end | | Company as defendant (below major litigation threshold) | 12,869.11 | 2 | No | Judgment effective or in enforcement as of period end | [IX. Penalties and Rectifications](index=38&type=section&id=IX.%20Penalties%20and%20Rectifications) This section states that there were no major penalties or rectifications during the reporting period - There were no major penalties or rectifications during the reporting period[114](index=114&type=chunk) [X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=38&type=section&id=X.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) This section states that there were no integrity issues concerning the company, its controlling shareholder, or actual controller during the reporting period - There were no integrity issues concerning the company, its controlling shareholder, or actual controller during the reporting period[115](index=115&type=chunk) [XI. Major Related-Party Transactions](index=39&type=section&id=XI.%20Major%20Related-Party%20Transactions) This section discloses major related-party transactions, including daily operations, debt financing, and other significant transactions like fund investments [1. Related-Party Transactions in Connection with Daily Operations](index=39&type=section&id=1.%20Related-Party%20Transactions%20in%20Connection%20with%20Daily%20Operations) This section lists related-party transactions with the controlling shareholder, totaling 992.37 million RMB, covering electricity sales, energy services, and procurement Related-Party Transactions in Connection with Daily Operations | Transaction Type | Transaction Content | Amount (RMB 10,000) | % of Similar Transactions | Approved Limit (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | | Sales to Related Parties | Electricity Sales | 35,650.94 | 39.83% | 190,000 | | Services to Related Parties | Building and Industrial Energy Services | 20,057.39 | 33.44% | 60,000 | | Services to Related Parties | Energy Retrofitting and Others | 220.63 | 92.92% | 16,000 | | Purchases from Related Parties | Electricity Procurement | 19,193.75 | 62.33% | 80,000 | | Services from Related Parties | Technical, O&M, Construction Services | 22,624.22 | 9.84% | 30,000 | | Services from Related Parties | Insurance Premiums | 727.89 | 99.80% | 4,000 | | Related-Party Leases | Lease Fees | 708.75 | 22.28% | 3,000 | | Entrusted Loan Service Fees | Service Fees | 53.23 | 65.22% | 300 | | **Total** | | **99,236.80** | | **383,300.00** | [2. Related-Party Transactions Involving Asset or Equity Acquisitions and Sales](index=40&type=section&id=2.%20Related-Party%20Transactions%20Involving%20Asset%20or%20Equity%20Acquisitions%20and%20Sales) This section states that no related-party transactions involving asset or equity acquisitions and sales occurred during the reporting period - No related-party transactions involving asset or equity acquisitions and sales occurred during the reporting period[119](index=119&type=chunk) [3. Related-Party Transactions Involving Joint External Investments](index=40&type=section&id=3.%20Related-Party%20Transactions%20Involving%20Joint%20External%20Investments) This section states that no related-party transactions involving joint external investments occurred during the reporting period - No related-party transactions involving joint external investments occurred during the reporting period[120](index=120&type=chunk) [4. Related-Party Credit and Debt](index=41&type=section&id=4.%20Related-Party%20Credit%20and%20Debt) This section discloses non-operational credit and debt with related parties, primarily fund borrowings, with a total of 400 million RMB payable at period end Payables to Related Parties (Fund Borrowings) | Related Party | Reason | Opening Balance (RMB 10,000) | Current Increase (RMB 10,000) | Current Repayment (RMB 10,000) | Interest Rate | Closing Balance (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 24,000.00 | 6,000.00 | 12,000.00 | 2.30% | 18,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 19,500.00 | 0 | 19,500.00 | 2.50% | 0.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 0 | 10,000.00 | 0 | 1.82% | 10,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 75,000.00 | 0 | 0 | 2.48% | 75,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 0 | 15,000.00 | 0 | 1.92% | 15,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 40,000.00 | 0 | 0 | 1.94% | 40,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 40,000.00 | 0 | 0 | 1.68% | 40,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 40,000.00 | 0 | 0 | 2.45% | 40,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 0 | 30,000.00 | 0 | 1.74% | 30,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 20,000.00 | 0 | 0 | 1.91% | 20,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 20,000.00 | 0 | 0 | 3.47% | 20,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 20,000.00 | 0 | 0 | 2.95% | 20,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 20,000.00 | 0 | 0 | 2.53% | 20,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 0 | 50,000.00 | 0 | 2.18% | 50,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 0 | 80,000.00 | 0 | 2.11% | 80,000.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 10,000.00 | 0 | 10,000.00 | 1.83% | 0.00 | | China Southern Power Grid Co, Ltd and its subsidiaries | Fund Borrowing | 30,000.00 | 0 | 30,000.00 | 1.82% | 0.00 | [5. Transactions with Related Finance Company](index=41&type=section&id=5.%20Transactions%20with%20Related%20Finance%20Company) This section discloses transactions with CSG Finance Company Limited, including deposits, loans, and credit facilities Deposit Business with CSG Finance Company Limited | Related Party | Max Daily Deposit Limit (RMB 10,000) | Deposit Interest Rate Range | Opening Balance (RMB 10,000) | Current Deposits (RMB 10,000) | Current Withdrawals (RMB 10,000) | Closing Balance (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | CSG Finance Company Limited | 300,000.00 | 0.1%-0.65% | 113,952.28 | 546,965.35 | 565,314.98 | 95,602.65 | Loan Business with CSG Finance Company Limited | Related Party | Loan Limit (RMB 10,000) | Loan Interest Rate Range | Opening Balance (RMB 10,000) | Current Loans (RMB 10,000) | Current Repayments (RMB 10,000) | Closing Balance (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | CSG Finance Company Limited | 115,000.00 | 2.05%-2.6% | 43,500.00 | 6,000.00 | 31,500.00 | 18,000.00 | Credit Business with CSG Finance Company Limited | Related Party | Business Type | Total Limit (RMB 10,000) | Actual Amount (RMB 10,000) | | :--- | :--- | :--- | :--- | | CSG Finance Company Limited | Credit Line | 300,000.00 | 50,000.00 | [6. Transactions between Company-controlled Finance Company and Related Parties](index=43&type=section&id=6.%20Transactions%20between%20Company-controlled%20Finance%20Company%20and%20Related%20Parties) This section states that no financial transactions occurred between the company's controlled finance company and related parties - No deposits, loans, credit, or other financial business occurred between the company's controlled finance company and related parties[125](index=125&type=chunk) [7. Other Major Related-Party Transactions](index=43&type=section&id=7.%20Other%20Major%20Related-Party%20Transactions) This section discloses the company's participation in establishing an industrial investment fund and its cooperation on carbon reduction projects - The company co-invested in the CSG Strategic Emerging Industry Investment Fund, with a cumulative contribution of **3 million RMB** as of June 30, 2025[126](index=126&type=chunk) - The company is collaborating with Guangdong Environmental Protection Group to invest in carbon reduction and energy-saving projects, with a cumulative contribution of **5.44 million RMB** as of June 30, 2025[126](index=126&type=chunk) [XII. Major Contracts and Their Performance](index=43&type=section&id=XII.%20Major%20Contracts%20and%20Their%20Performance) This section discloses the performance of major contracts, primarily involving leasing of properties, rooftops, land, and equipment, totaling 19.24 million square meters [1. Custody, Contracting, and Leasing](index=43&type=section&id=1.%20Custody%2C%20Contracting%2C%20and%20Leasing) This section states that while no custody or contracting arrangements existed, the company engaged in significant leasing activities for its projects and offices - No custody or contracting arrangements were in place during the reporting period[127](index=127&type=chunk)[128](index=128&type=chunk) - The company leases properties, rooftops, land, and equipment (finance leases), with a total leased area of **19.24 million square meters**[129](index=129&type=chunk) [2. Major Guarantees](index=44&type=section&id=2.%20Major%20Guarantees) This section states that there were no major guarantees during the reporting period - There were no major guarantees during the reporting period[131](index=131&type=chunk) [3. Entrusted Wealth Management](index=44&type=section&id=3.%20Entrusted%20Wealth%20Management) This section states that there was no entrusted wealth management during the reporting period - There was no entrusted wealth management during the reporting period[132](index=132&type=chunk) [4. Other Major Contracts](index=44&type=section&id=4.%20Other%20Major%20Contracts) This section states that there were no other major contracts during the reporting period - There were no other major contracts during the reporting period[133](index=133&type=chunk)[134](index=134&type=chunk) [XIII. Explanation of Other Significant Matters](index=45&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) This section states that there are no other significant matters to be explained for the reporting period - There are no other significant matters for the reporting period[135](index=135&type=chunk) [XIV. Significant Matters of Company Subsidiaries](index=45&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) This section reiterates the progress of bankruptcy applications for two sub-subsidiaries, with one case accepted and the other's rejection being appealed - The bankruptcy application for the sub-subsidiary Yangshan Nandian has been accepted, and an administrator has been appointed[136](index=136&type=chunk) - The bankruptcy application for the sub-subsidiary Nanneng Changling was rejected, and the company has appealed to the Guangxi Zhuang Autonomous Region Higher People's Court[136](index=136&type=chunk) [Section 6 Changes in Share Capital and Shareholders](index=46&type=section&id=Section%206%20Changes%20in%20Share%20Capital%20and%20Shareholders) [I. Changes in Share Capital](index=46&type=section&id=I.%20Changes%20in%20Share%20Capital) This section details changes in the company's share capital, primarily due to the release of restricted shares from the initial public offering [1. Changes in Share Capital](index=46&type=section&id=1.%20Changes%20in%20Share%20Capital) During the reporting period, 1.53 billion restricted shares were released from lock-up, increasing the number of unrestricted shares Changes in Share Capital (Shares) | Item | Pre-Change Quantity | Pre-Change Ratio | Change (+, -) | Post-Change Quantity | Post-Change Ratio | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 1,530,000,000 | 40.39% | -1,530,000,000 | 0 | 0.00% | | 2. State-owned Legal Person Shares | 1,530,000,000 | 40.39% | -1,530,000,000 | 0 | 0.00% | | II. Unrestricted Shares | 2,257,878,787 | 59.61% | 1,530,000,000 | 3,787,878,787 | 100.00% | | 1. RMB Ordinary Shares | 2,257,878,787 | 59.61% | 1,530,000,000 | 3,787,878,787 | 100.00% | | III. Total Shares | 3,787,878,787 | 100.00% | 0 | 3,787,878,787 | 100.00% | - On March 31, 2025, **1,530,000,000 pre-IPO shares were released from lock-up**, accounting for **40.39%** of the company's total share capital[141](index=141&type=chunk) [2. Changes in Restricted Shares](index=48&type=section&id=2.%20Changes%20in%20Restricted%20Shares) This section details the release of 1.53 billion restricted shares held by China Southern Power Grid Co, Ltd on March 31, 2025 Changes in Restricted Shares (Shares) | Shareholder Name | Opening Restricted Shares | Shares Released | Shares Added | Closing Restricted Shares | Reason for Restriction | Release Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Southern Power Grid Co, Ltd | 1,530,000,000 | 1,530,000,000 | 0 | 0 | Pre-IPO Lock-up | Mar 31, 2025 | | **Total** | **1,530,000,000** | **1,530,000,000** | **0** | **0** | -- | -- | [II. Securities Issuance and Listing](index=48&type=section&id=II.%20Securities%20Issuance%20and%20Listing) This section states that there were no securities issued or listed during the reporting period - No securities were issued or listed during the reporting period[145](index=145&type=chunk) [III. Number of Shareholders and Shareholding Status](index=49&type=section&id=III.%20Number%20of%20Shareholders%20and%20Shareholding%20Status) This section discloses that the company had 121,151 ordinary shareholders at the period end and lists the top 10 shareholders - The total number of ordinary shareholders at the end of the reporting period was **121,151**[147](index=147&type=chunk) Shareholding of Top 10 Shareholders or Those Holding Over 5% | Shareholder Name | Nature | Shareholding Ratio | Shares Held at Period End | Unrestricted Shares Held | | :--- | :--- | :--- | :--- | :--- | | China Southern Power Grid Co, Ltd | State-owned Legal Person | 40.39% | 1,530,000,000 | 1,530,000,000 | | Nanwang Jianxin Fund Management Co, Ltd - Green Energy Mixed-Ownership Reform Equity Investment Fund | Other | 16.42% | 621,818,182 | 621,818,182 | | Guangdong Energy Group Co, Ltd | State-owned Legal Person | 10.56% | 400,000,000 | 400,000,000 | | Guangdong Environmental Protection Group Co, Ltd | State-owned Legal Person | 5.82% | 220,303,030 | 220,303,030 | | TBEA Co, Ltd | Domestic Non-state-owned Legal Person | 3.05% | 115,703,530 | 115,703,530 | | Agricultural Bank of China - CSI 500 ETF | Other | 0.45% | 17,069,290 | 17,069,290 | | Hong Kong Securities Clearing Company Ltd | Overseas Legal Person | 0.36% | 13,681,633 | 13,681,633 | | Bank of China - Huatai-PineBridge CSI Photovoltaic Industry ETF | Other | 0.35% | 13,239,288 | 13,239,288 | | China Southern Power Grid Capital Holdings Co, Ltd | State-owned Legal Person | 0.33% | 12,343,300 | 12,343,300 | | Deng Lijun | Domestic Natural Person | 0.29% | 10,938,700 | 10,938,700 | - China Southern Power Grid Co, Ltd holds a total of **48.21%** of the company's shares through direct and indirect means[148](index=148&type=chunk) [IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=51&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) This section states that there were no changes in the shareholdings of directors, supervisors, and senior management during the reporting period - There were no changes in the shareholdings of directors, supervisors, and senior management during the reporting period[150](index=150&type=chunk) [V. Changes in Controlling Shareholder or Actual Controller](index=51&type=section&id=V.%20Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) This section states that there were no changes in the company's controlling shareholder or actual controller during the reporting period - There were no changes in the company's controlling shareholder or actual controller during the reporting period[151](index=151&type=chunk)[152](index=152&type=chunk) [VI. Preferred Shares](index=53&type=section&id=VI.%20Preferred%20Shares) This section states that the company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[153](index=153&type=chunk) [Section 7 Bond-related Matters](index=54&type=section&id=Section%207%20Bond-related%20Matters) [Bond-related Matters](index=54&type=section&id=Bond-related%20Matters) This section states that the company had no corporate bonds during the reporting period - The company had no corporate bonds during the reporting period[155](index=155&type=chunk) [Section 8 Financial Report](index=55&type=section&id=Section%208%20Financial%20Report) [I. Audit Report](index=55&type=section&id=I.%20Audit%20Report) This section states that the company's semi-annual financial report has not been audited - The company's semi-annual financial report has not been audited[157](index=157&type=chunk) [II. Financial Statements](index=55&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company financial statements for the first half of 2025 [1. Consolidated Balance Sheet](index=55&type=section&id=1.%20Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's consolidated total assets were 22.90 billion RMB, with total liabilities of 15.25 billion RMB Consolidated Balance Sheet (Closing Balance) | Item | Closing Balance (RMB) | | :--- | :--- | | Cash and Cash Equivalents | 990,354,813.62 | | Accounts Receivable | 3,062,003,666.96 | | Fixed Assets | 15,036,947,447.98 | | Construction in Progress | 1,383,119,483.70 | | **Total Assets** | **22,899,416,812.24** | | Short-term Borrowings | 240,289,071.90 | | Accounts Payable | 2,040,861,502.89 | | Long-term Borrowings | 6,093,636,159.19 | | **Total Liabilities** | **15,248,327,635.11** | | Share Capital | 3,787,878,787.00 | | Total Equity Attributable to Parent Company | 6,838,918,708.94 | | Minority Interest | 812,170,468.19 | | **Total Equity** | **7,651,089,177.13** | [2. Parent Company Balance Sheet](index=59&type=section&id=2.%20Parent%20Company%20Balance%20Sheet) As of June 30, 2025, the parent company's total assets were 15.96 billion RMB, with total liabilities of 9.56 billion RMB Parent Company Balance Sheet (Closing Balance) | Item | Closing Balance (RMB) | | :--- | :--- | | Cash and Cash Equivalents | 909,071,212.48 | | Accounts Receivable | 1,474,065,492.60 | | Long-term Equity Investments | 5,203,686,891.32 | | Fixed Assets | 6,784,488,526.12 | | **Total Assets** | **15,962,503,929.04** | | Short-term Borrowings | 180,115,555.52 | | Accounts Payable | 963,347,869.84 | | Long-term Borrowings | 2,108,821,306.00 | | **Total Liabilities** | **9,556,476,900.83** | | Share Capital | 3,787,878,787.00 | | Retained Earnings | 1,358,428,025.90 | | **Total Equity** | **6,406,027,028.21** | [3. Consolidated Income Statement](index=62&type=section&id=3.%20Consolidated%20Income%20Statement) For the first half of 2025, the company achieved a consolidated total operating revenue of 1.60 billion RMB and a net profit of 248.44 million RMB Consolidated Income Statement (H1 2025) | Item | H1 2025 (RMB) | | :--- | :--- | | Total Operating Revenue | 1,603,397,773.62 | | Total Operating Costs | 1,310,692,412.22 | | Operating Profit | 270,466,449.99 | | Total Profit | 273,250,361.20 | | Net Profit | 248,435,460.52 | | Net Profit Attributable to Parent Company | 213,743,186.14 | | Minority Interest Income | 34,692,274.38 | | Basic Earnings per Share | 0.0564 | | Diluted Earnings per Share | 0.0564 | [4. Parent Company Income Statement](index=64&type=section&id=4.%20Parent%20Company%20Income%20Statement) For the first half of 2025, the parent company achieved an operating revenue of 939.79 million RMB and a net profit of 112.50 million RMB Parent Company Income Statement (H1 2025) | Item | H1 2025 (RMB) | | :--- | :--- | | Operating Revenue | 939,793,124.69 | | Operating Costs | 674,777,537.29 | | Operating Profit | 112,084,673.57 | | Total Profit | 115,060,250.97 | | Net Profit | 112,503,846.67 | [5. Consolidated Cash Flow Statement](index=66&type=section&id=5.%20Consolidated%20Cash%20Flow%20Statement) For the first half of 2025, net cash flow from operating activities was 536.20 million RMB, while net cash flow from investing activities was -2.09 billion RMB Consolidated Cash Flow Statement (H1 2025) | Item | H1 2025 (RMB) | | :--- | :--- | | Net Cash Flow from Operating Activities | 536,201,004.81 | | Net Cash Flow from Investing Activities | -2,090,414,392.06 | | Net Cash Flow from Financing Activities | 1,335,457,355.99 | | Net Increase in Cash and Cash Equivalents | -218,756,031.26 | | Closing Balance of Cash and Cash Equivalents | 963,705,732.55 | [6. Parent Company Cash Flow Statement](index=68&type=section&id=6.%20Parent%20Company%20Cash%20Flow%20Statement) For the first half of 2025, the parent company's net cash flow from operating activities was 340.84 million RMB, with a net decrease in cash of 261.39 million RMB Parent Company Cash Flow Statement (H1 2025) | Item | H1 2025 (RMB) | | :--- | :--- | | Net Cash Flow from Operating Activities | 340,838,474.53 | | Net Cash Flow from Investing Activities | -1,644,509,985.37 | | Net Cash Flow from Financing Activities | 1,042,282,605.51 | | Net Increase in Cash and Cash Equivalents | -261,388,905.33 | | Closing Balance of Cash and Cash Equivalents | 888,429,268.39 | [7. Consolidated Statement of Changes in Equity](index=70&type=section&id=7.%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement details changes in consolidated equity for H1 2025, with total equity reaching 7.65 billion RMB at period end [8. Parent Company Statement of Changes in Equity](index=77&type=section&id=8.%20Parent%20Company%20Statement%20of%20Changes%20in%20Equity) This statement details changes in the parent company's equity for H1 2025, with total equity reaching 6.41 billion RMB at period end [III. Company Basic Information](index=85&type=section&id=III.%20Company%20Basic%20Information) This section provides the company's registration details, business nature, and financial report approval information [1. Company Registration, Organization Form, and Headquarters Address](index=85&type=section&id=1.%20Company%20Registration%2C%20Organization%20Form%2C%20and%20Headquarters%20Address) The company was incorporated in 2010, became a joint-stock company in 2019, and was listed on the Shenzhen Stock Exchange in 2021 - The company's registered capital is **3.788 billion RMB**, and the legal representative is Song Xinming[200](index=200&type=chunk) - The company's shares were listed on the Shenzhen Stock Exchange on January 19, 2021[200](index=200&type=chunk) [2. Business Nature and Main Operating Activities](index=85&type=section&id=2.%20Business%20Nature%20and%20Main%20Operating%20Activities) The company primarily provides energy-saving services through the energy performance contracting model, covering industrial, building, and urban lighting sectors - The company provides customers with energy-saving services, including diagnosis, customized system solutions, investment, and operational management, mainly through the energy performance contracting model[201](index=201&type=chunk) - Main operating activities include industrial, building, and urban lighting energy saving, consulting services, and comprehensive resource utilization (biomass, agrivoltaics, distributed wind power)[201](index=201&type=chunk)[202](index=202&type=chunk)[204](index=204&type=chunk) [3. Approver and Approval Date of the Financial Report](index=86&type=section&id=3.%20Approver%20and%20Approval%20Date%20of%20the%20Financial%20Report) This financial report was approved for issuance by the company's Board of Directors on August 28, 2025 - This financial report was approved for issuance by the company's Board of Directors on August 28, 2025[205](index=205&type=chunk) [IV. Basis of Preparation for Financial Statements](index=86&type=section&id=IV.%20Basis%20of%20Preparation%20for%20Financial%20Statements) This section states that the financial statements are prepared on a going concern basis, except for two sub-subsidiaries that have applied for bankruptcy [1. Basis of Preparation](index=86&type=section&id=1.%20Basis%20of%20Preparation) The financial statements are prepared on a going concern basis in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance - The company's financial statements are prepared on a going concern basis in compliance with Enterprise Accounting Standards[206](index=206&type=chunk) [2. Going Concern](index=87&type=section&id=2.%20Going%20Concern) The financial statements of two sub-subsidiaries were prepared on a non-going concern basis due to bankruptcy filings - The financial statements of sub-subsidiaries Yangshan Nandian and Nanneng Changling were prepared on a non-going concern basis due to their bankruptcy applications[207](index=207&type=chunk) - Apart from the above, there are no matters that cast significant doubt on the company's ability to continue as a going concern for the next 12 months[207](index=207&type=chunk) [V. Significant Accounting Policies and Estimates](index=87&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the significant accounting policies and estimates used in preparing the financial statements, covering areas such as business combinations, financial instruments, and revenue recognition - The company adheres to Enterprise Accounting Standards to truly and completely reflect its financial position, operating results, and cash flows[208](index=208&type=chunk) - Financial assets are classified into three categories: measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss[226](index=226&type=chunk) - The company uses a simplified approach for accounts receivable, always measuring the loss provision at an amount equal to lifetime expected credit losses[236](index=236&type=chunk) - Revenue is recognized when the customer obtains control of the related goods or services, at the transaction price allocated to that performance obligation[270](index=270&type=chunk) - Obligations to transfer goods or services to a customer for which the company has received consideration are presented as contract liabilities[264](index=264&type=chunk) [VI. Taxation](index=108&type=section&id=VI.%20Taxation) This section details the main taxes and applicable rates for the company and its subsidiaries, as well as various tax incentives enjoyed [1. Main Taxes and Tax Rates](index=108&type=section&id=1.%20Main%20Taxes%20and%20Tax%20Rates) This section lists the company's main taxes, including VAT, corporate income tax, and related surcharges, noting different income tax rates for various entities Main Taxes and Tax Rates | Tax Type | Tax Basis | Tax Rate/Levy Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Sales of goods and taxable services income | 0.5%, 1%, 3%, 5%, 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Actual paid turnover tax | 5%, 7% | | Corporate Income Tax | Taxable income | 15%, 20%, 25% | | Education Surcharge | Actual paid turnover tax | 3% | | Local Education Surcharge | Actual paid turnover tax | 2% | Taxpayers with Different Corporate Income Tax Rates | Taxpayer Name | Income Tax Rate | | :--- | :--- | | CSG Comprehensive Energy Guizhou Co, Ltd | 15% | | Guangzhou Zhiye Energy Saving Technology Co, Ltd | 15% | | Jiangmen Nanzong Energy Saving and Environmental Protection Co, Ltd | 20% | | Other taxpayers not listed above | 25% | [2. Tax Incentives](index=109&type=section&id=2.%20Tax%20Incentives) The company and its subsidiaries benefit from multiple tax incentives, including income tax exemptions for infrastructure projects and VAT refunds for resource utilization - Photovoltaic power generation and energy performance contracting projects enjoy a "three-year exemption, three-year half-rate" corporate income tax incentive[291](index=291&type=chunk)[292](index=292&type=chunk) - Certain subsidiaries in western regions benefit from a reduced corporate income tax rate of **15%** under the Western Development Program[292](index=292&type=chunk) - Some subsidiaries qualify as small and micro-enterprises or high-tech enterprises, enjoying preferential income tax policies[293](index=293&type=chunk)[295](index=295&type=chunk) - R&D expenses are eligible for a **100%** super deduction if not capitalized, or amortized at **200%** if capitalized[294](index=294&type=chunk) - Revenue from power generation using agricultural and forestry residues enjoys a **100%** immediate VAT refund[296](index=296&type=chunk) [VII. Notes to Consolidated Financial Statement Items](index=111&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes on each item in the consolidated financial statements, covering assets, liabilities, equity, income, expenses, and cash flows Composition of Cash and Cash Equivalents | Item | Closing Balance (RMB) | | :--- | :--- | | Bank Deposits | 7,679,204.30 | | Other Monetary Funds | 26,649,081.07 | | Deposits in Finance Company | 956,026,528.25 | | **Total** | **990,354,813.62** | - At period-end, **restricted cash and cash equivalents amounted to 26.65 million RMB**, mainly for judicial freezes and guarantee deposits[301](index=301&type=chunk) - The closing balance of accounts receivable was **3.39 billion RMB**, with **30.10%** aged over 3 years[310](index=310&type=chunk) - The provision for bad debts on accounts receivable at period-end was **328.42 million RMB**, representing a provision rate of **9.69%**[312](index=312&type=c

Core Viewpoint - The company is enhancing its merger and acquisition capabilities to implement high-quality asset and equity mergers and integrations, thereby strengthening its comprehensive energy business foundation and innovation capacity [1] Group 1 - The company is focusing on the integration of high-quality assets and equity to bolster its comprehensive energy service business [1] - The company aims to enhance its innovation capabilities and high-end service capabilities through these mergers and acquisitions [1] - The company is committed to adhering to information disclosure requirements and will fulfill its obligations in accordance with relevant laws and regulations [1]

Core Points - The legal opinion was issued by Beijing Haotian Law Firm regarding the second extraordinary general meeting of shareholders of Southern Power Grid Comprehensive Energy Co., Ltd. in 2025 [1][2] - The meeting was convened by the board of directors on July 21, 2025, and the notice was published on July 23, 2025 [2][3] - The meeting was held on August 8, 2025, using a combination of on-site and online voting methods [2][3] Meeting Procedures - The convening and holding procedures of the meeting were found to comply with the Company Law, Securities Law, and relevant regulations [2][3] - A total of 729 shareholders attended the meeting, representing 2,906,337,040 shares, which accounted for 76.7273% of the total voting rights [3][4] - The meeting was presided over by the chairman of the board, Mr. Song Xinming, and included all directors, supervisors, and the board secretary [3][4] Voting Process - The voting was conducted through both on-site and online methods, with results announced immediately after the meeting [4][5] - The voting results showed that 2,904,298,040 shares were in favor of the proposals, representing a significant majority [5][6] - The voting results from minority investors indicated a high level of agreement, with 98.4808% voting in favor of the proposals [5][7] Conclusion - The legal opinion concluded that all aspects of the meeting, including the convening, attendance, voting procedures, and results, were in compliance with applicable laws and regulations [6][8]

Meeting Overview - The second extraordinary general meeting of shareholders for 2025 was held on August 8, 2025, at 15:30, with online voting available from 9:15 to 15:00 on the same day [1][2] - A total of 729 shareholders and their authorized representatives attended the meeting, representing shares totaling 134,215,827, which accounts for 3.5433% of the company's voting shares [1][2] Voting Participation - Among the attendees, 5 shareholders participated in the on-site meeting, while 724 shareholders voted online [1] - The participation of small and medium shareholders was significant, with 725 participants representing 134,215,828 shares, also accounting for 3.5433% of the voting shares [2] Proposal Voting Results - The voting method combined on-site and online voting [2] - The total votes in favor of the proposals reached 2,904,298,040 shares, representing a substantial majority of the valid voting shares present at the meeting [2] - Small investors voted in favor with 2,893,783,043 shares, which is a significant portion of the total valid voting shares [2] Special Resolutions - Special resolutions were passed with a majority, with 2,893,825,343 shares voting in favor, representing a significant percentage of the valid voting shares [3][4] - Small investors also showed support, with 132,176,828 shares voting in favor of the special resolutions [3] Legal Compliance - The meeting's procedures, proposals, and voting results were confirmed to comply with relevant laws and regulations, ensuring the legality and validity of the resolutions passed [5]

Core Viewpoint - The company held its 35th meeting of the second board of directors, where several important resolutions regarding the revision of various committee rules and management methods were passed unanimously. Group 1: Board Meeting Details - The board meeting was convened on August 8, 2025, with all 8 directors present, following the resignation of a board member [1]. - The meeting was conducted in compliance with the relevant laws and company regulations [1]. Group 2: Resolutions Passed - The board approved the revision of the "Audit and Risk Committee Meeting Rules," with a unanimous vote of 8 in favor [2]. - The board approved the revision of the "Nomination Committee Meeting Rules," also with a unanimous vote of 8 in favor [2]. - The board approved the revision of the "Compensation and Assessment Committee Meeting Rules," with a unanimous vote of 8 in favor [2]. - The board approved the revision of the "Strategic and Investment Committee Meeting Rules," with a unanimous vote of 8 in favor [3]. - The board approved the revision of the "Chairman's Decision-Making Special Meeting Rules," with a unanimous vote of 8 in favor [3]. - The board approved the revision of the "Insider Information Knowledge Person Registration Management Measures," with a unanimous vote of 8 in favor [3]. - The board approved the revision of the "Major Internal Reporting Management Measures," with a unanimous vote of 8 in favor [4]. - The board approved the revision of the "Information Disclosure Management Measures," with a unanimous vote of 8 in favor [4]. - The board approved the revision of the "Independent Director Annual Report Work System," with a unanimous vote of 8 in favor [4]. - The board approved the revision of the "Accountability System for Major Errors in Annual Report Information Disclosure," with a unanimous vote of 8 in favor [5]. - The board approved the revision of the "Safety Production Management Regulations," with a unanimous vote of 8 in favor [5].

Group 1 - Liu Jingping has resigned from his position as a director and member of the remuneration and assessment committee due to reaching the statutory retirement age, and he will not hold any position within the company after his resignation [1] - The board of directors expressed gratitude for Liu Jingping's contributions to the company's strategic transformation and high-quality development during his tenure [1] - The resignation took effect upon delivery of the resignation report to the board, and Liu Jingping did not hold any shares in the company at the time of his resignation [1] Group 2 - Du Peng has been elected as the employee director of the company's second board of directors, with his term starting from the date of election until the end of the second board's term [2] - The election of the employee director was completed in accordance with the Company Law and the company's articles of association, ensuring that the number of employee representatives does not exceed half of the total number of directors [2] Group 3 - Du Peng, born in December 1972, has a master's degree and has held various positions within the China Southern Power Grid, including roles in the Guangdong Power Grid and Guizhou Power Grid [5] - Du Peng does not hold any shares in the company and has no related party relationships with shareholders holding more than 5% of the company's shares or with other directors, supervisors, and senior management [5][6] - Du Peng has not faced any penalties from the China Securities Regulatory Commission or other relevant authorities, nor has he been listed as a dishonest executor by the courts [6]

Core Points - The document outlines the management measures for insider information at Southern Power Grid Comprehensive Energy Co., Ltd, aiming to enhance confidentiality and ensure fair information disclosure [1][2][3] Group 1: General Principles - The management of insider information is the responsibility of the board of directors, with the board secretary organizing its implementation [1] - No department or individual may disclose insider information without board approval [2] - All directors, senior management, and relevant personnel must maintain confidentiality regarding insider information [2][4] Group 2: Definition and Scope of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock market prices [6] - Examples of insider information include major changes in business strategy, significant asset transactions, and major debts or losses [7][8] Group 3: Insider Information Knowledge Persons - Insider information knowledge persons include directors, senior management, and others who can access insider information directly or indirectly [8] - The list of insider information knowledge persons must be accurately recorded and maintained [18][19] Group 4: Confidentiality Management - Insider information knowledge persons have a duty to keep insider information confidential and must not leak it through any means before public disclosure [9][10] - External parties requesting insider information must be informed of their confidentiality obligations [10][11] Group 5: Registration and Filing - The company must maintain a complete and accurate record of insider information knowledge persons and their access to insider information [18][19] - The board of directors is responsible for ensuring the timely registration and submission of insider information knowledge persons' records to the relevant authorities [8][19] Group 6: Confidentiality and Accountability - Insider information knowledge persons are subject to penalties for leaking insider information or engaging in insider trading [26][29] - The company reserves the right to pursue legal action against those who violate confidentiality obligations [30][31]

Group 1 - The core point of the document is the establishment of the Audit and Risk Committee within the board of directors of the company to enhance decision-making, ensure effective supervision of the management, and improve internal controls [1][2]. - The committee consists of three directors who are not senior management, with a majority being independent directors, and at least one independent director must be a professional accountant [3][4]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [10][11]. Group 2 - The committee's term aligns with that of the board, and members can resign before the term ends, which will require the board to promptly elect new members if the committee's composition falls below the required number [2][8]. - The committee has the authority to propose the convening of temporary board or shareholder meetings and to suggest the dismissal of directors or senior management if their actions harm the company's interests [3][4]. - The committee is tasked with guiding the risk management system, internal control system, and compliance management system, as well as overseeing the internal audit system [10][11]. Group 3 - The committee meetings can be regular or temporary, with at least four regular meetings held annually, and decisions require a majority vote from the members present [15][16]. - Meeting notifications must include the time, location, agenda, and contact information, and a quorum requires two-thirds of the members to be present [17][18]. - The committee's decisions must be documented, and records should be maintained for at least ten years, ensuring confidentiality of the discussions [26][30].

General Principles - The purpose of the information disclosure management measures is to standardize the disclosure behavior of the company, strengthen management, and protect the legitimate rights and interests of investors [1][2] - Information that may significantly impact the trading price of the company's securities or affect investors' value judgments and investment decisions must be disclosed [1][2] - The company must adhere to principles of truthful, accurate, complete, timely, and fair disclosure, avoiding false records, misleading statements, or significant omissions [1][2] Disclosure Obligations - Disclosure obligors include directors, senior management, shareholders, and other parties involved in significant transactions or events [2] - The company may voluntarily disclose information relevant to investors' value judgments, provided it does not conflict with legally required disclosures [2][4] - Major disclosure documents include prospectuses, fundraising documents, listing announcements, acquisition reports, periodic reports, and temporary reports [5] Reporting Standards - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant information affecting investors' decisions [8][9] - Annual reports must be audited by qualified accounting firms, while semi-annual reports may not require auditing unless specific conditions are met [9][10] - The company must ensure timely disclosure of periodic reports, with specific deadlines for each type of report [10][11] Temporary Reporting - The company must immediately disclose significant events that may impact the trading price of its securities, including major changes in business direction, significant investments, and major losses [15][16] - The company must also disclose any major changes in shareholding or control, significant legal issues, and any other events that could materially affect its operations [15][16] Disclosure Process - The company has established procedures for the preparation, review, and disclosure of periodic reports and significant events [28][29] - The board of directors is responsible for ensuring the accuracy and completeness of the disclosed information, and the board secretary plays a key role in coordinating disclosure activities [32][33] Confidentiality and Compliance - All parties involved in the company must maintain confidentiality regarding undisclosed information and comply with relevant regulations [43][44] - The company must apply for exemptions from disclosure if it risks violating confidentiality laws or harming its interests [45] Accountability - Directors and senior management are responsible for the accuracy and completeness of disclosed information, with specific responsibilities outlined for the chairman, general manager, and board secretary [51][52] - The company will pursue accountability for any violations of disclosure regulations that result in significant impacts [52][53]