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CStone Pharmaceuticals Interim / Quarterly Report 2005

Oct 27, 2005

50715_rns_2005-10-27_adba9775-5229-47fe-b33e-2c0a17a06503.pdf

Interim / Quarterly Report

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

兗州煤業股份有限公司 YANZHOU COAL MINING COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China (“PRC”) with limited liability) (Stock Code: 1171)

Third Quarterly Report for the Year 2005

IMPORTANT

This announcement is made pursuant to the disclosure requirement under rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Board of Directors (the “Board”) and the Directors of Yanzhou Coal Mining Company Limited (the “Company”) confirm that this announcement does not contain any false information, misleading statements or material omissions, and accept joint and several responsibility for the truthfulness, accuracy and completeness of the contents.

The Company’s chairman, Mr. Wang Xin, chief financial officer, Mr. Wu Yuxiang, and chief of the planning and finance department, Mr. Zhang Baocai, confirm that the financial statements contained in the third quarterly report for the year 2005 (the “Report”) are true and complete.

The financial statements of the Company set out in the Report have not been audited.

Summary of the unaudited results for the third quarter ended 30th September, 2005:

  • This Report is prepared in accordance with the Regulations on Disclosure of Information in Quarterly Reports for Listed Companies issued by China Securities Regulatory Commission.

  • All financial information contained in this Report is prepared in accordance with the PRC Generally Accepted Accounting Principles. The Company has also provided the average coal sales price of the first three quarters of 2005 prepared on the same basis as its previous periodical reports as announced overseas. Please refer to the section headed “Brief analysis of general operating performance during the reporting period”. Shareholders of the Company and public investors should be aware of the different bases of calculation used in this Report and those in the interim and annual reports when trading in shares of the Company.

  • Unless otherwise specified, the currency in this Report is denominated in Renminbi.

  • In the third quarter of 2005, revenue from principal operations was RMB2,659.941 million, representing a decrease of RMB548.032 million or 17.1% as compared with the corresponding period last financial year. Realised net profit was RMB384.614 million, representing a decrease of RMB471.165 million or 55.17% as compared with the corresponding period last year.

1

  • During the first three quarters of 2005, revenue from principal operations was RMB9,336.586 million, representing an increase of RMB795.949 million or 9.3% as compared with the corresponding period last financial year. Realised net profit was RMB2,041.237 million, representing an increase of RMB127.190 million or 6.6% as compared with the corresponding period last financial year.

  • The information contained in this Report is the same as that published on the Shanghai Stock Exchange, and this announcement is published simultaneously in the PRC and overseas.

1. GENERAL INFORMATION

1.1 General Information

ERAL INFORMATION
General Information
The stock exchange on Shanghai Stock The Stock Exchange New York Stock
which the Company is listed Exchange of Hong Kong Limited Exchange, Inc.
Stock abbreviation Yanzhou Mei Ye
Stock code 600188 1171 YZC
Secretary of the Representative of
Board of Directors Securities Business
Name Chen Guang Shui
Contact address 298 Fushan South Road, Zoucheng,
Shandong Province, PRC
Tel (86-537)-5382319
Fax (86-537)-5383311
E-mail [email protected]

1.2 Financial Information

1.2.1 Major financial statistics and indexes

At the end of this At the end of last
reporting period financial year Increase/decrease
(unaudited) (audited) (%)
Total assets (RMB) 20,179,027,996 18,213,918,970 10.8
Shareholders’ equity
(excluding minority interest)
(RMB) 16,643,102,955 15,252,470,563 9.1
Net assets per share (RMB) 3.38 3.10_(note 1)_ 9.1
Net assets per share after
adjustment (RMB) 3.37 3.09_(note 1)_ 9.1
From the Increase/decrease
beginning of this (%) of this reporting
year to the end of period over the same
Reporting period this reporting period period last year
(unaudited) (unaudited)
Net cash flow from operating
activities (RMB) 30,258,783 2,715,011,904 – 97.6
Earnings per share (RMB) 0.08 0.42 – 52.9_(note 2)_
Return on net assets (%) 2.31 12.26 decreased by
3.63 percentage
Weighted average return on 2.32 12.27 decreased by
net assets after deducting 4.27 percentage
extraordinary gain and loss (%)
  • Note 1. Net assets per share at the end of the last financial year and net assets per share after adjustment are calculated on the basis of 4,918.4 million shares, being the total number of shares in issue at the end of this reporting period; if calculated on the basis of 3,074.0 million shares, being the total number of shares in issue at the end of the last reporting period, net assets per share at the end of last financial year and net assets per share after adjustment are RMB4.96 and RMB4.94 respectively.

2

Note 2. Earnings per share of the corresponding period of the last financial year is RMB 0.17 which is calculated on the basis of 4,918.4 million shares in the total share capital of the Company as at the end of this reporting period; if calculated on the basis of 3,074.0 million shares in the total share capital of the Company as at 30 September 2004, earnings per share of the corresponding period of the last financial year is RMB0.28 per share.

of the last financial year is RMB0.28 per share.
Extraordinary gain and loss(For the nine Amount (RMB)
months ended 30th September) (unaudited)
Non-operating income 458,900
Non-operating expenses – 5,211,607
Short-term investment return 5,412,850
Impact on income tax –1,643,968
Total – 983,825

1.2.2 Statement of Income

Statement of Income

Unit: RMB Yuan Unit: RMB Yuan
This reporting period Corresponding period last
(For the three months financial year (For the three
Item ended 30th September) months ended 30th September)
Consolidated The Company Consolidated The Company
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenue from principal operations 2,659,940,792 2,659,940,792 3,207,973,118 3,207,973,118
Less: Cost of principal operations 1,413,968,362 1,413,968,362 1,167,092,934 1,167,129,796
Sales taxes and surcharges 62,314,354 62,314,354 62,248,244 61,277,694
Profit from principal operations 1,183,658,076 1,183,658,076 1,978,631,940 1,979,565,628
Add: Profit from other operations 13,061,290 12,940,037 8,305,991 7,759,223
Less: Operating expenses 178,676,188 180,553,734 332,384,632 334,270,488
Administrative expenses 403,251,317 396,150,992 349,634,143 348,628,952
Financial expenses 42,280,973 44,941,381 433,072 444,981
Operating profit 572,510,888 574,952,006 1,304,486,084 1,303,980,430
Add: Investment income 6,221,862 3,495,241 7,319,075 7,542,150
Subsidy income
Non-operating income 181,604 176,604 650,108 650,108
Less: Non-operating expenses 3,134,636 3,130,432 795,661 795,619
Total profits 575,779,718 575,493,419 1,311,659,606 1,311,377,069
Less: Income taxes 191,011,925 190,879,745 455,738,766 455,598,377
Minority interest 154,119 142,148
Net profit 384,613,674 384,613,674 855,778,692 855,778,692
Statement of Income (Continued)

Unit: RMB Yuan From January to the end Corresponding period of this reporting period last financial year (For the nine months (For the nine months Item ended 30th September) ended 30th September) Consolidated The Company Consolidated The Company (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue from principal operations 9,336,585,713 9,336,585,713 8,540,636,747 8,540,636,747 Less: Cost of principal operations 4,172,236,262 4,173,512,179 3,293,703,701 3,293,877,642 Sales taxes and surcharges 187,348,363 187,348,363 168,137,272 166,062,676 Profit from principal operations 4,977,001,088 4,975,725,171 5,078,795,774 5,080,696,429 Add: Profit from other operations 36,952,903 36,470,937 28,166,613 26,025,311 Less: Operating expenses 717,070,646 721,020,800 1,139,580,607 1,144,994,149 Administrative expenses 1,208,671,596 1,190,492,197 1,020,656,766 1,016,368,181 Financial expenses 37,856,588 37,925,853 (7,569,885) (7,704,029)

3

Operating profit 3,050,355,161 3,050,355,161 3,062,757,258 2,954,294,899 2,953,063,439
Add: Investment income 9,040,516 (4,280,494) 13,201,946 13,793,690
Subsidy income
Non-operating income 458,900 433,900 1,485,284 1,485,284
Less: Non-operating expenses 5,211,607 5,034,683 6,898,892 6,868,312
Total profits 3,054,642,970 3,053,875,981 2,962,083,237 2,961,474,101
Less: Income taxes 1,012,963,545 1,012,639,214 1,047,724,801 1,047,427,269
Minority interest 442,658 311,604
Net profit 2,041,236,767 2,041,236,767 1,914,046,832 1,914,046,832
**1.3 ** Total number of shareholders and the top 10 shareholders with tradable shares of the
Company at the end of this reporting period
Total number of shareholders at the end of this reporting period 46,350
The top 10 shareholders with tradable shares of the Company
Number of tradable Classes of shares
shares at the end of (A, B, H shares or
Full Name of Shareholder this reporting period others) held
HKSCC Nominees Limited 1,953,877,996 H shares
Zhongxin Classic Allocation
Securities Investment Fund 14,000,000 A shares
Deutsche Bank Aktiengesellschaft 11,568,690 A shares
UBS Limited 9,479,478 A shares
Credit Suisse First Boston
(Hong Kong) Limited 8,788,357 A shares
Lehman Brothers International (Europe) 8,500,194 A shares
Tongsheng Securities Investment Fund 6,528,669 A shares
Yangjiang Xizhilang Pudding
manufacturing Co., Ltd. 6,458,165 A shares
Shanghai Stock Exchange 50
Exchange Trading Open-End
Index Securities Investment Fund 5,970,618 A shares
Shanghai Baogang Group 5,335,250 A shares

2. MANAGEMENT DISCUSSION AND ANALYSIS

2.1 Brief analysis of general operating performance during the reporting period

  • (1) Brief analysis of general operating performance during the reporting period

During this reporting period, the Company’s revenue from principal operations was RMB2,659.941 million, representing a decrease of RMB548.032 million or 17.1% as compared with the corresponding period in 2004. This was attributable to the decrease of coal sales, as a result of the decrease in raw coal production as compared with the corresponding period last year. The cost of principal operations was RMB1,413.968 million, representing an increase of RMB246.875 million or 21.2% over the corresponding period in 2004. This was mainly attributable to certain factors including the decrease in the rate of export tax rebate, the increase in raw material price, increased investment in employee’s safety, the increase in employees’ wages, the increase in expense caused by “the Four Optimizations in Coal Sales” strategies of the Company which led to increased expenditures. Realised net profit was RMB384.614 million, representing a decrease of RMB471.165 million or 55.1% as compared with the corresponding period last year.

During the reporting period, the Company’s coal production was 7.36 million tonnes, representing a decrease of 3.18 million tonnes, or 30.2%, as compared with the corresponding period in 2004. The Company’s salable coal production was 6.65 million tonnes, representing a decrease of 3.11 million tonnes, or 33.2%, as compared with the corresponding period in 2004.

The Company sold 6.81 million tonnes of coal, representing a decrease of 2.55 million or 27.2%, as compared with the corresponding period in 2004.

4

Coal transported by the railway assets was 4.36 million tonnes, representing a decrease of 2.32 million tonnes or 34.7%.

  • (2) Brief analysis of general operating performance in the first three quarters

During the first three quarters, the Company’s revenue from principal operations was RMB9,336.586 million, representing an increase of RMB795.949 million or 9.3% over the corresponding period in 2004. Of the Company’s revenue, income from the sales of coal was RMB9,208.384 million, representing an increase of RMB838.388 million or 10.0% as compared with the corresponding period last year, which was mainly attributable to a decreased revenue from the principal operations of RMB1,458.891 million due to the decrease in sales volume but an increased revenue from the principal operations of RMB2,297.279 million due to the increase in selling prices of coal. Railway transportation service income (income realised from the freight expenses borne by customers for the volume of coal transported by the exclusive railway assets within the mining area) was RMB128.202 million, representing a decrease of RMB42.439 million or 24.9% as compared with the corresponding period in 2004.

The Company’s cost of principal operations was RMB4,172.236 million, representing an increase of RMB878.533 million or 26.7% over the corresponding period in 2004. Of the Company’s costs, cost of sales of coal products was RMB4,098.452 million, representing an increase of RMB868.173 million or 26.9% as compared with the corresponding period last year. The unit cost of coal sales was RMB174.77/tonne, representing an increase of RMB61.04/tonne or 53.7% as compared with the corresponding period last year, which was mainly attributable to (1) the decrease of 4.95 million tonnes in coal sales which caused an increase of RMB20.80 in the unit cost of coal sales; (2) the increase in expense of objective factors which caused an increase of RMB26.24 in the unit cost of coal sales, among others, an increase of RMB2.01 per tonne was caused by the decrease in the rate of export tax rebate, an increase of RMB5.80 per tonne was caused by the appropriation of Safety Work Expense and increased expense in employee safety investment, an increase of RMB3.64 per tonne was caused by the appropriation of Reform and Specific Development Fund; and an increase of RMB5.50 per tonne was caused by the increase of raw material price; an increase of RMB9.29 per tonne was caused by the increased compensation for land sink; (3) the increase in employee’s wages caused an increase of RMB8.50 in the unit cost of coal sales; (4) the increase in expense which has been caused by “The Four Optimizations in Coal Sales” resulting in an increase of RMB5.60 in the unit cost of coal sales; and (5) the increased efforts in cost control by the Company which partly offset the impacts of the increase in cost.

The Company’s realised profit from principal operations decreased by RMB101.795 million or 2.0% to RMB4,977.001 million as compared with the corresponding period in 2004.

The Company’s realised net profit increased by RMB127.190 million or 6.6% to RMB2,041.237 million as compared with the corresponding period in 2004.

During the first three quarters, the Company’s raw coal production was 25.81 million tonnes, representing a decrease of 4.54 million tonnes, or15.0%, as compared with the corresponding period in 2004. This was mainly due to the delay in resettlement of the villages located above the coal seams of the Company. In 2005, six of the villages located above the Company’s coal seams have not been resettled in accordance with the removal schedule, resulting in abnormal production of six of the coal mining systems. It is estimated that two villages will complete the resettlement in the fourth quarter of 2005 and three coal mining systems will get back to normal production. The Company’s coal production capacity in the fourth quarter of 2005 will return to the production level in the first half of 2005. Upon resettlement of the remaining four villages in the first quarter of 2006, the remaining three coal mining systems will return to normal production in the first quarter of 2006.

The Company’s salable coal production was 23.85 million tonnes, representing a decrease of 4.74 million tonnes, or 16.6%, as compared with the corresponding period in 2004.

5

The Company sold 23.45 million tonnes of coal, representing a decrease of 4.95 million or 17.4%, as compared with the corresponding period in 2004 mainly due to the decrease of raw coal production of the first three quarters. Of the coal sold, 18.04 million tonnes of coal were sold to the domestic market, representing a decrease of 2.72 million tonnes or 13.1%, as compared with the corresponding period in 2004; and 5.41 million tonnes were sold to the overseas market, representing a decrease of 2.23 million or 29.2%, as compared with the corresponding period in 2004.

Coal transported by the railway assets of the Company was 15.34 million tonnes, representing a decrease of 4.48 million tonnes or 22.6%.

  • (3) Average coal sales price analysis of the first three quarters

The following table sets out average coal sales price calculated on the same basis as its previous periodical reports announced in the PRC during the first three quarters:

Unit: RMB/tonne

Unit: RMB/tonne
Year 2005 Year 2004 For the year
The first The first ended 31st
The third three The third three December,
quarter quarters quarter quarters 2004
Average coal sales price 385.65 392.66 336.62 294.70 315.25
Domestic sales 344.73 362.74 292.54 262.17 286.06
Export sales 507.80 492.46 439.29 383.14 396.83

During the first three quarters, the Company’s average coal sales price was RMB392.66/tonne, representing an increase of RMB97.96/tonne or 33.2% as compared with the same period in 2004. Of the average coal sales price, the average domestic coal sales price was RMB362.74/tonne, representing an increase of RMB100.57/tonne or 38.4% as compared with the corresponding period in 2004; and the average export coal sales price was RMB492.46/tonne, representing an increase of RMB109.32/tonne or 28.5% as compared with the same period in 2004. The increase in coal price was principally due to the increase in the domestic and overseas coal market prices and the optimization of product mix and customer structures upon the implementation of the Company’s “The Four Optimizations in Coal Sales” strategies, leading to an increased the coal sales price.

In the third quarter, the Company’s average coal sales price was RMB385.65/tonne, representing a decrease of RMB9.88/tonne or 2.5% as compared with the price of RMB395.53/tonne of the first half of 2005 mainly due to the decrease in coal price for domestic market of the third quarter.

The following table sets out the Company’s average coal sales prices calculated on the same basis as its previous periodical reports announced overseas during the first three quarters:

Unit: RMB/tonne

Unit: RMB/tonne
Year 2005 Year 2004 For the year
The first The first ended 31st
The third three The third three December,
quarter quarters quarter quarters 2004
Average coal sales price_(note)_ 352.32 356.41 295.84 250.40 272.45
Domestic sales 326.93 343.96 277.00 240.60 264.65
Export sales 428.12 397.92 339.75 277.05 294.26

Note: 1. The average coal sales price represents the invoice prices minus sale taxes, transportation costs from the Company to ports, port charges and miscellaneous fees for coal sales.

2. The average coal sales price has considered the impact of such factors as the merger of Yanmei Shipping Company Limited, and the prices of the third quarter of 2004, and the first three quarters of 2004 disclosed in the periodical reports has been adjusted.

6

As calculated in accordance with the basis reflected in the Company’s previous periodical reports and as announced overseas, the average coal sales price in the first three quarter of 2005 was RMB356.41/tonne, representing an increase of RMB106.01/ tonne or 42.3% as compared with the corresponding period last year. Of the average coal sales price, the average domestic coal sales price was RMB343.96/tonne, representing an increase of RMB103.36/tonne or43.0% as compared with the corresponding period last year; and average export coal sales price was RMB397.92/ tonne, representing an increase of RMB120.87/tonne or 43.6% as compared with the corresponding period last year.

  • 2.1.1 Information on principal operations or products which contributed 10% or more to the revenue from principal operations or profit from principal operations
Applicable Not applicable
Revenue from
Cost of principal
principal operations operations
Industries/products (RMB thousand) (RMB thousand) Gross profit ratio
(Unaudited) (Unaudited) (%)
Coal mining & preparation 2,627,010 1,391,228 47.04
Including: connected transactions 115,592 61,842 46.50
  • 2.1.2 Seasonal or periodical factors for the Company’s operation

  • Applicable Not applicable√

  • 2.1.3 Breakdown of profits for the reporting period (material changes in the proportion of the total profits of the following items as compared with the previous reported period and the reasons thereof: profit from principal operations, profit from other operations, expenses, investment income, subsidy income and net non-operating income and expenses)

Applicable√ Not applicable

In relation to profit (%)
For the financial For the
This reporting year ended 31st financial year
period(RMB December, 2004 This reporting ended 31st Increase/
thousand) (RMB thousand) period December, 2004 decrease
(Unaudited) (Unaudited) (%)
Profit from principal operations 1,183,658 3,793,343 205.57 153.03 34.33
Profit from other operations 13,061 23,892 2.27 0.96 136.46
Expenses 624,208 1,339,390 108.41 54.03 100.65
Investment income 6,222 2,819 1.08 0.11 881.82
Net non-operating income
and expenses – 2,953 – 1,800 – 0.51 – 0.07 628.57
Total profits 575,780 2,478,863 100.00 100.00 0.00

The proportion of the profit from principal operations and the profit from other operations to the total profits of the Company increased from 153.03% to 205.57% and from 0.96% to 2.27% respectively as compared with the previous reporting period. This was mainly because the decrease in raw coal production caused the decrease in both the profit from principal operations and total profits, but at the same time profit from other operations and expenses were stable, resulting in a larger decrease in total profit than the decrease in profit from principal operations.

The proportion of expense to the total profits of the Company increased respectively from 54.03% to 108.41% as compared with the previous reporting period. This was mainly due to a greater decrease in total profit of the reporting period which the expense during the reporting period was relatively stable.

During this reporting period, the proportion of investment income to the total profit of the Company increased from 0.11% to 1.08% as compared with the previous reporting period. This was mainly due to the substantial decrease in total profits and the distribution of cash dividends in the amount of RMB4,465 million by Shenneng Company Limited during this reporting period.

7

During this reporting period, the proportion of net non-operating income and expenses (net expenses) to the total profit of the Company increased from 0.07% to 0.51% as compared with the previous reporting period. This was mainly due to the substantial decrease in total profits of the Company during this reporting period compared with the corresponding period of last year.

  • 2.1.4 Details and explanation on material changes in the principal operations and its composition as compared with the previous reporting period

Applicable

Not applicable√

  • 2.1.5 Details and explanation on material changes in the profit generating ability (gross profit margin) of the principal operations as compared with the previous reporting period

Applicable√ Not applicable

During this reporting period, the gross profit margin of the Company decreased from 58.88% to 47.04%, representing a decrease by 11.84% or a decrease of 20.1% as compared with the gross profit margin in the previous reporting period mainly due to (1) average coal sales price of this reporting period decreased by RMB9.88/tonne or 2.5% as compared with the corresponding period last year; (2) the unit coal sales cost of this reporting period increased by RMB41.61/tonne or 25.6% as compared with the corresponding period last year.

2.2 Major events and their impact and analysis on the solutions

Applicable√ Not applicable

Acquisition of Equity Interest of Heze Neng Hua

For the purposes of obtaining additional reserve coal resources, enhancing profitability, and further implementing the non-competition undertakings and the undertakings by Yankuang Group, the Parent Company, relating to the exploitation of coal resources in Juye coalfield, at the time of the listing of the Company, the Company commenced the process to acquire 95.67% equity interest in Yankuang Heze Power Chemical Company Limited (now renamed as Yanmei Heze Neng Hua (“Heze Nenghua”)) owned by the Parent Company.

On 19th August, 2005, the first extraordinary general meeting of the Company in 2005 was held, in which the “Equity Transfer Agreement Between Yankuang Group Company Limited and Yanzhou Coal Miing Company Limited”, the “Supplemental Equity Transfer Agreement Between Yankuang Group Company Limited and Yanzhou Coal Mining Company Limited” (the “Supplemental Agreement”) and the relevant arrangements for down payment of the equity transfer were approved.

The Company and the Parent Company are undergoing the relevant procedures for transfer of domestic state-owned property rights and will make appropriate announcement when the procedures for the transfer of the equity-interest of Heze Nenghua is completed.

Entrusted loan

In December 2004, the Company made an entrusted loan of RMB640 million to Shandong Xin Jia Industrial Company Limited (“Shandong Xin Jia”) through the Bank of China Jining Branch (the “Entrusted Loan”), which was secured by a guarantee provided by Lianda Group Limited (“Lianda Group”). To control and avoid risk and to ensure repayment of the principal and interest of the Entrusted Loan, the Company applied and obtained an order from the People’s High Court of Shandong Province to freeze the 289 million shares held by Lianda Group, the guarantor, in Huaxia Bank Company Limited (the “Pledged Shares”).

Since Shandong Xin Jia failed to duly repay the principal and interest of the Entrusted Loan, the Higher People’s Court of Shandong Province appointed Shandong Yinxing Auction Company Limited to auction the Pledged Shares in accordance with the relevant laws on 6 September 2005. The final auction price is RMB3.5 per Pledged Share and total final auction amount is RMB 1,011.5 million.

According to the agreement in relation to the Entrusted Loan (the “Agreement”) entered into among the Company, the Bank of China Jining Branch, Shandong Xin Jia Industrial Company Limited and Lianda Group Limited, any tax payable and expenses arising from the execution and enforcement of the Agreement and the disputes relating to the Agreement shall be payable or reimbursed by the borrower. The balance of the total final auction amount of the Pledged Shares after deducting the principal, interest, penalty interest and other relevant expenses payable to the Company, will be dealt with by the relevant parties.

8

The successful bidder of the Pledged Shares will pay the auction amount after the qualification approval procedures of China Banking Regulatory Commission and the transfer procedures of the Pledged Shares have been completed. The auction amount will be administered by the People’s High Court of Shandong Province. After the completion of the legal procedures, the Company will get back the principal, interest, penalty interest and relevant expenses of the Entrusted Loan and upon which the Company will timely publish an announcement. As at the date of this announcement, such legal procedures still have not been completed yet.

On-going connected transactions during the reporting period

  • (1) On-going connected transactions of the Company are mainly the on-going supplies of materials and services between the Company and the Parent Company including affiliated companies of the Parent Company.

The Materials and Services Supply Agreement, its Supplemental Agreement (both entered into between the Company and the Parent Company) and its Second Supplement Agreement define the on-going supplies of materials and services between the Company and the Parent Company. Payment of such supplies can be made either in one payment or by several instalment payments. The prices of such transactions are determined according to the following methods: price determined by the State; if there is no State determined price, then the applicable price shall be the market price; if there is neither State determined price nor market price, the applicable price shall be the actual cost.

The total value of coal sales and materials supplied by the Company to the Parent Company during the report period was RMB255.721 million; and total value of the maintenance services and engineering services provided by the Parent Company to the Company during the report period is RMB285.529 million.

The following table sets out the impact of services and material supplies by the Company to the Parent Company on the Company’s profit:

Revenue from Cost of principal
principal operations operations Gross profit
(RMB thousand) (RMB thousand) (RMB thousand)
Coal and services provided
by the Company to the
Parent Company 115,592 61,842 53,750
  • (2) According to the agreement between the Company and the Parent Company, the employees’ pensions and medical welfare fund of the Company are paid by the Company to the relevant administrative authorities through the Parent Company. During the reporting period, the Company paid a total sum of RMB171.188 million employees’ pensions and medical welfare.

9

  • (3) Comparison of On-going connected transactions to the previous plan during the reporting period:
reporting period:
Amount of the
first three quarters 2005
Amount of Proportion to
Total plan the third the total
of 2005 quarter 2005 estimated
Classes of connect transaction (RMB thousand) (RMB thousand) (RMB thousand) amount
1. Materials and services provided by
the Company to the Parent Company
Sales of product 1,339,509 255,721 886,754 66.20%
2. Materials and services provided by
Parent Company to the Company
Purchase of Raw material 500,000 94,370 236,784 47.36%
Purchase of fuel and power 354,180 86,373 260,994 73.69%
Acceptance of services 707,971 131,798 326,642 46.14%
Payment of employees’ pensions and
the expenses of retirement benefits
through the Parent Company 437,436 134,441 362,836 82.95%

2.3 Details and reasons for changes in accounting policies, accounting estimations, scope of consolidation and significant accounting errors

Applicable Not applicable√

2.4 Explanations made by the Board and the Supervisory Committee under the situation that an audit report with non-standard opinion was issued

Applicable Not applicable√

2.5 Caution and explanations for possible loss or material changes in net profit in the period from the beginning of this year to the end of the next reporting period as compared with the same period last year

Applicable Not applicable√

2.6 Subsequent changes on those already disclosed annual business plan or budget of the Company

Applicable Not applicable√

3. DIRECTORS

As at the date of this announcement, the Directors of the Company are Mr. Wang Xin, Mr. Geng Jiahua, Mr. Yang Deyu, Mr. Shi Xuerang, Mr. Chen Changchun, Mr. Wu Yuxiang, Mr. Wang Xinkun, Mr. Chen Guangshui and Mr. Dong Yunqing and the independent non-executive Directors of the Company are Mr. Pu Hongjiu, Mr. Cui Jianmin, Mr. Wang Xiaojun and Mr. Wang Quanxi.

The full versions of the Company’s balance sheet, income statement and cash flow statement for the third quarter of 2005 are published on the website of The Stock Exchange of Hong Kong Limited at http://www.hkex.com.hk and Shanghai Stock Exchange at http://www.sse.com.cn.

By order of the Board of Directors of Yanzhou Coal Mining Company Limited Wang Xin Chairman of the Board

Shandong Province, PRC, 26th October, 2005

Please also refer to the published version of this announcement in South China Morning Post.

10

Yanzhou Coal Mining Co.,Ltd. BALANCE SHEET

AT SEPTEMBER 30, 2005

Unit: RMB Yuan Unit: RMB Yuan
ASSETS The Group The Company
September 30, 2005
(Unaudited)
December 31, 2004
(Audited)
September 30, 2005
(Unaudited)
December 31, 2004
(Audited)
CURRENT ASSETS
Bank balances and cash
Current investments
Notes receivable
Dividends receivable
Accounts receivable
Other receivables
Prepayments
Subsidies receivable
Inventories
Deferred expenses
TOTAL CURRENT ASSETS
LONG-TERM EQUITY INVESTMENTS
FIXED ASSETS
Fixed assets - cost
Less: Accumulated depreciation
Fixed assts - net book value
Materials for constructing fixed assets
Fixed assets under construction
TOTAL FIXED ASSETS
INTANGIBLE ASSETS AND OTHER ASSETS
INTANGIBLE ASSETS
LONG-TERM DEFERRED EXPENSES
TOTAL INTANGIBLE ASSETS AND OTHER ASSETS
TOTAL ASSETS
7,065,297,730
640,000,000
1,516,891,401
-
313,943,440
255,130,063
165,324,798
-
592,296,288
64,089,559
10,612,973,279
645,388,940
15,143,136,511
7,479,867,642
7,663,268,869
1,550,652
329,686,282
7,994,505,803
802,046,494
124,113,480
926,159,974
20,179,027,996
5,278,468,720
850,000,000
898,465,509
-
340,848,078
432,247,118
60,049,058
-
485,428,372
56,644,671
8,402,151,526
646,226,054
15,024,982,743
6,773,521,923
8,251,460,820
1,993,287
84,512,193
8,337,966,300
827,575,090
-
827,575,090
18,213,918,970
6,214,484,305
640,000,000
1,516,891,401
260,400
313,157,898
460,161,541
165,838,267
-
567,125,857
63,383,971
9,941,303,640
1,603,716,811
14,836,173,332
7,467,834,235
7,368,339,097
1,550,652
311,191,651
7,681,081,400
770,526,324
-
770,526,324
19,996,628,175
5,003,516,578
850,000,000
897,865,509
350,456
340,848,078
401,278,358
66,218,808
-
474,377,994
55,863,146
8,090,318,927
1,618,135,335
14,813,883,039
6,766,087,913
8,047,795,126
1,993,287
81,594,857
8,131,383,270
794,940,709
-
794,940,709
18,634,778,241

11

Yanzhou Coal Mining Co.,Ltd. BALANCE SHEET

AT SEPTEMBER 30, 2005

Unit: RMB Yuan

Unit: RMB Yuan Unit: RMB Yuan
LIABILITIES AND
SHAREHOLDERS’ EQUITY
The Group The Company
September 30, 2005
(Unaudited)
December 31, 2004
(Audited)
September 30, 2005
(Unaudited)
December 31, 2004
(Audited)
CURRENT LIABILITIES
Notes payable
Accounts payable
Advances from customers
Salaries and wages payable
Taxes payable
Other payables
Accured expenses
Provision
Long-term payable due within one year
TOTAL CURRENT LIABILITIES
LONG-TERM LIABILITIES
Long-term loan
Long-term payable
TOTAL LONG-TERM LIABILITIES
TOTAL LIABILITIES
MINORITY INTEREST
SHAREHOLDERS’ EQUITY
Share capital
Capital reserves
Surplus reserves
Including: Statutory common welfare fund
Cash Dividend proposed after the balance sheet date
Retained earnings
Translation Reserve
TOTAL SHAREHOLDERS’EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS’EQUITY
61,010,032
330,283,696
391,276,086
93,212,381
649,500,881
1,476,316,337
-
(210,679,072)
425,184,405
3,216,104,746
-
291,941,195
291,941,195
3,508,045,941
27,879,100
4,918,400,000
4,812,388,573
1,154,468,484
384,875,592
-
5,764,049,459
(6,203,561)
-
515,892,192
458,038,528
80,241,534
784,731,685
616,637,336
-
(103,406,734)
218,732,157
2,570,866,698
200,000,000
162,908,540
362,908,540
2,933,775,238
27,673,169
3,074,000,000
6,501,949,387
1,154,468,484
384,875,592
799,240,000
3,722,812,692
-
15,252,470,563
18,213,918,970
61,010,032
331,394,227
391,252,033
83,958,949
649,271,386
1,323,988,504
-
(210,679,072)
425,184,405
3,055,380,464
-
291,941,195
291,941,195
3,347,321,659
-
4,918,400,000
4,812,388,573
1,154,151,900
384,717,300
-
5,764,366,043
-
16,649,306,516
19,996,628,175
-
515,892,192
458,022,488
80,223,075
784,396,963
1,065,538,997
-
(103,406,734)
218,732,157
3,019,399,138
200,000,000
162,908,540
362,908,540
3,382,307,678
-
3,074,000,000
6,501,949,387
1,154,151,900
384,717,300
799,240,000
3,723,129,276
-
15,252,470,563
18,634,778,241
16,643,102,955
20,179,027,996

12

Yanzhou Coal Mining Co.,Ltd.
STATEMENT OF INCOME
FOR THE PERIOD ENDED SEPTEMBER 30, 2005
Unit: RMB Yuan
Unit: RMB Yuan
1 QUARTER ENDED SEPTEMBER 30 3 QUARTERS END ED SEPTEMBER 30
The Gro up The Company The Group The C ompany
2005
(Unaudited)
2004
(Unaudited)
2005
(Unaudited)
2004
(Unaudited)
2005
(Unaudited)
2004
(Unaudited)
2005
(Unaudited)
2004
(Unaudited)
Revenue from major operations
Less:
Cost of major operations
Sales taxes and surcharges
Profit from major operations
Add:
Profit from other operations
Less:
Operating expenses
General and administrative expenses
Financial expenses
Operating profit
Add:
Investment income
Subsidy income
Non-operating income
Less:
Non-operating expenses
Total profit
Less:
Income taxes
Minority interest
Net profit
2,659,940,792
1,413,968,362
62,314,354
3,207,973,118
1,167,092,934
62,248,244
2,659,940,792
1,413,968,362
62,314,354
3,207,973,118
1,167,129,796
61,277,694
9,336,585,713
4,172,236,262
187,348,363
8,540,636,747
3,293,703,701
168,137,272
9,336,585,713
4,173,512,179
187,348,363
8,540,636,747
3,293,877,642
166,062,676
1,183,658,076
13,061,290
178,676,188
403,251,317
42,280,973
1,978,631,940
8,305,991
332,384,632
349,634,143
433,072
1,183,658,076
12,940,037
180,553,734
396,150,992
44,941,381
1,979,565,628
7,759,223
334,270,488
348,628,952
444,981
4,977,001,088
36,952,903
717,070,646
1,208,671,596
37,856,588
5,078,795,774
28,166,613
1,139,580,607
1,020,656,766
(7,569,885)
4,975,725,171
36,470,937
721,020,800
1,190,492,197
37,925,853
5,080,696,429
26,025,311
1,144,994,149
1,016,368,181
(7,704,029)
572,510,888
6,221,862
-
181,604
3,134,636
1,304,486,084
7,319,075
-
650,108
795,661
574,952,006
3,495,241
-
176,604
3,130,432
1,303,980,430
7,542,150
-
650,108
795,619
3,050,355,161
9,040,516
-
458,900
5,211,607
2,954,294,899
13,201,946
-
1,485,284
6,898,892
3,062,757,258
(4,280,494)
-
433,900
5,034,683
2,953,063,439
13,793,690
-
1,485,284
6,868,312
575,779,718
191,011,925
154,119
1,311,659,606
455,738,766
142,148
575,493,419
190,879,745
-
1,311,377,069
455,598,377
-
3,054,642,970
1,012,963,545
442,658
2,962,083,237
1,047,724,801
311,604
3,053,875,981
1,012,639,214
-
2,961,474,101
1,047,427,269
-
384,613,674 855,778,692 384,613,674 855,778,692 2,041,236,767 1,914,046,832 2,041,236,767 1,914,046,832

13

Yanzhou Coal Mining Co.,Ltd.
CASH FLOW STATEMENT
FOR THE PERIOD ENDED SEPTEMBER 30, 2005
Unit: RMB Yuan
1QUARTER ENDED SEPTEMBER 30,2005 9 MONTHS ENDED S
EPTEMBER 30, 2005
The Group
(Unaudited)
The Company
(Unaudited)
The Group
(Unaudited)
The Company
(Unaudited)
1.CASH FLOW FROM OPERATING ACTIVITIES
Cash received from sales of goods or rendering of services
Taxes refunded
Other cash received relating to operating activities
Sub-total of cash inflows
Cash paid for goods and services
Cash paid to and on behalf of employees
Taxes and surcharges paid
Other cash paid relating to operating activities
Sub-total of cash outflows
NET CASH FLOW FROM OPERATING ACTIVITIES
2.CASH FLOW FROM INVESTING ACTIVITIES
Cash received from return on investments
Net cash received from investment income
Net cash received from disposal of fixed assets and other long-term assets
decrease in restricted cash
Sub-total of cash inflows
Cash paid to acquire fixed assets and other long-term assets
Cash paid to acquire investments
Increase in restricted cash
Sub-total of cash outflows
NET CASH FLOW FROM INVESTING ACTIVITIES
3.CASH FLOW FROM FINANCING ACTIVITIES
Cash received from equity investment
Sub-total of cash inflows
Repayments of borrowings
Cash paid for interest expenses
Dividends paid
Dividends paid to minority shareholder of a subsidiary
Sub-total of cash outflows
NET CASH FLOW FROM FINANCING ACTIVITIES
4.EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH
5.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
2,301,007,649
-
291,534,683
2,300,105,423
-
176,137,901
9,377,660,087
-
1,200,120,469
9,373,919,717
-
739,725,171
2,592,542,332 2,476,243,324 10,577,780,556 10,113,644,888
481,929,829
343,341,887
795,248,116
941,763,717
468,250,613
335,156,033
793,201,409
935,476,275
2,589,045,279
1,107,109,812
2,045,755,368
2,120,858,193
2,573,170,655
1,032,253,400
2,042,609,359
2,567,961,638
2,562,283,549 2,532,084,330 7,862,768,652 8,215,995,052
30,258,783 (55,841,006) 2,715,011,904 1,897,649,836
210,000,000
6,500,900
1,427,196
-
210,000,000
6,500,900
1,427,194
-
210,000,000
9,877,630
3,707,715
-
210,000,000
10,228,086
3,707,715
-
217,928,096 217,928,094 223,585,345 223,935,801
339,220,906
-
39,240,732
241,362,997
-
40,119,061
570,288,906
-
281,546,765
327,919,910
-
281,808,708
378,461,638 281,482,058 851,835,671 609,728,618
(160,533,542) (63,553,964) (628,250,326) (385,792,817)
-
-
-
-
-
-
-
-
200,000,000
5,338,000
365,040,000
-
200,000,000
5,338,000
365,040,000
-
200,000,000
17,658,000
365,040,000
236,727
200,000,000
17,658,000
365,040,000
-
570,378,000 570,378,000 582,934,727 582,698,000
(570,378,000) (570,378,000) (582,934,727) (582,698,000)
1,009,785 - 1,455,394 -
(699,642,974) (689,772,970) 1,505,282,245 929,159,019

14

Yanzhou Coal Mining Co.,Ltd.
CASH FLOW STATEMENT
FOR THE PERIOD ENDED SEPTEMBER 30, 2005
Unit: RMB Yuan
Unit: RMB Yuan
SUPPLEMENTAL INFORMATION: 1QUARTER ENDED SEPTEMBER 30,2005 9 MONTHS ENDED S EPTEMBER 30, 2005
The Group
(Unaudited)
The Company
(Unaudited)
The Group
(Unaudited)
The Company
(Unaudited)
1.RECONCILIATION OF NET PROFIT TO
NET CASH FLOW FROMOPERATING ACTIVITIES
Net profit
Add:
Minority interest
Impairment losses on assets
Depreciation of fixed assets
Provision for Wei Jian Fei
Amortization of intangible assets and other assets
Provision for Safety Work Expense
Provision for Reform and Specific Development Fund
Gains on disposal of fixed assets
and other long-term assets
Decrease(increase) in deferred expenses
Increase(decrease) in accrued expenses
Financial expenses
Gains arising from investments
Increase in inventories
Decrease (increase) in receivables
under operating activities
Increase in payables
under operating activities
NET CASH FLOW FROM OPERATING ACTIVITIES
2.NET INCREASE IN CASH AND CASH EQUIVALENTS:
Cash at the end of the period
Less:
Cash at the beginning of the period
Add:
Restricted cash at the beginning of the period
Less:
Restricted cash at the end of the period
Dividends paid to minority shareholder of a subsidiary
384,613,674
154,119
-
239,174,436
44,186,016
8,107,365
58,914,688
36,821,680
1,234,982
13,732,524
-
5,338,000
(6,221,862)
5,166,506
(577,531,886)
(183,431,459)
30,258,783
(660,402,242)
-
-
39,240,732
(699,642,974)
384,613,674
-
-
235,268,665
44,186,016
8,107,365
58,914,688
36,821,680
1,234,982
13,324,747
-
5,338,000
(3,495,241)
24,432,434
(649,622,946)
(214,965,070)
(55,841,006)
(649,653,909)
-
-
40,119,061
(689,772,970)
2,041,236,767
442,658
-
719,461,616
154,839,186
24,414,385
206,452,248
129,032,655
1,927,848
(7,444,888)
-
17,658,000
(9,040,516)
(106,867,916)
(519,679,939)
62,579,800
2,715,011,904
7,065,297,730
5,278,468,720
61,731,230
343,277,995
1,505,282,245
2,041,236,767
-
-
714,756,729
154,839,186
24,414,385
206,452,248
129,032,655
1,763,336
(7,520,825)
-
17,658,000
4,280,494
(92,747,863)
(749,838,354)
(546,676,922)
1,897,649,836
6,214,484,305
5,003,516,578
24,876,794
306,685,502
929,159,019

15