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CStone Pharmaceuticals — Interim / Quarterly Report 2010
Apr 23, 2010
50715_rns_2010-04-23_49139180-3b8d-48d6-9992-3b1a899b5d1b.pdf
Interim / Quarterly Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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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)
REPORT FOR THE FIRST QUARTER OF 2010
IMPORTANT NOTICE
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 H ong Kong Limited.
The board of directors, the supervisory committee, the directors, the supervisors, and the senior management of Yanzhou Coal Mining Company Limited (“ Yanzhou Coal ” or “the Company ” or “ Company ”) confirm that this announcement does not contain any misrepresentations, misleading statements or material omissions, and accept joint and several responsibilities for the authenticity, accuracy and c ompleteness of its contents.
The Report for the First Quarter of 2010 of the Company (the “Report”) was considered and approved by the fourteenth meeting of the fourth session of the board of the Company(“Board”) and all the thirteen directors of the board attended the meeting.
The financial statements in the Report have not been audited.
“Reporting period” means the period from January to March in 2010.
The Chairman of the Board, Mr. Wang Xin, the Chief Financial Officer, Mr. Wu Yuxiang, and the head of the Planning and Finance Department, Mr. Zhao Qingchun, warrant that the financial statements in the Report are true and complete.
Summary of the unaudited results of the Company and its subsidiaries (the “ Group ”) for the first quarter ended 31 March 2010 is set out as follows:
-
The Report is prepared in accordance with the relevant regulations on Disclosure of Information in Quarterly Reports for Listed Companies promulgated by the China Securities Regulatory Commission.
-
All financial information contained in the Report is prepared in accordance with the relevant requirements and interpretations under the Accounting Standards for Business Enterprises (2006) promulgated by the Ministry of Finance of the PRC. Shareholders of the Company (the “ Shareholders ”) and public investors should be aware of the different bases for reporting as adopted in this Report, the interim report and the annual report of the Company when trading in the shares of the Company.
-
Unless otherwise specified, the currency used in this Report is Renminbi (“ RMB ”).
-
For the first quarter of 2010, the operating income of the Group was RMB7,031.8 million, representing an increase of RMB2,600.2 million or 58.7% as compared with the corresponding period last year. Net profit attributable to the Shareholders was RMB2,100.5 million, representing an increase of RMB1,378.2 million or 190.8% as compared with the corresponding period of the previous year.
-
The information in the Report is the same as the announcement published on the Shanghai Stock Exchange. This announcement is published simultaneously in the PRC and overseas.
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§1 General Information of Yanzhou Coal and its Subsidiaries (the “Group”)
1.1 Major Accounting Data and Financial Indicators
| As at the end of the reporting period |
As at the end of last year |
Increase/decrease at the end of the reporting period as compared with the end of lastyear(%) |
|
|---|---|---|---|
| Total assets (RMB) | 63,501,410,111 | 62,252,348,717 | 2.01 |
| Shareholders’ equity excluding the equity of minority shareholders (RMB) |
30,589,695,176 | 28,357,785,423 | 7.87 |
| Net assets per share attributable to the Shareholders of the Company (RMB) |
6.22 | 5.77 | 7.87 |
| From the beginning of the year to the end of the reporting period |
Increase/decrease for the reporting period as compared with the same period lastyear(%) |
||
| Net cash flows from operating activities (RMB) |
1,471,511,486 | 39.93 | |
| Net cash flows per share from operating activities (RMB) |
0.30 | 39.93 | |
| The reporting period |
From the beginning of the year to the end of the reporting period |
Increase/decrease for the reporting period as compared with the same period lastyear(%) |
|
| Net profit attributable to the shareholders of the Company (RMB) |
2,100,462,632 | 2,100,462,632 | 190.78 |
| Basic earnings per share (RMB) |
0.43 | 0.43 | 190.78 |
| Basic earnings per share after deducting extraordinary profits and losses(RMB) |
0.43 | 0.43 | 190.78 |
| Full diluted return on net assets(%) |
26.51 | 26.51 | 147.76 |
| Full diluted return on net assets after deducting extraordinary profits and losses(%) |
26.51 | 26.51 | 147.76 |
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| Extraordinary profits and losses items Net profit of disposing non- current assets Non-public donation Other expenses Subtotal Less: Effect of income tax Total amount of extraordinary profits and losses Including: amount attributable to the shareholders of the Company |
Amount from the beginning of the year to the end of the reporting period(RMB) |
|---|---|
| 2,125,083 | |
| -2,529,764 | |
| -1,175,282 | |
| -1,579,963 | |
| -394,991 | |
| -1,184,972 | |
| -1,200,680 |
1.2 Total number of Shareholders at the end of the reporting period and the top 10 shareholders holding tradable shares of the Company which are not subject to trading moratorium
| Total number of Shareholders at the end of the reporting period |
128,598 | 128,598 |
|---|---|---|
| Top 10 Shareholders holding tradable shares of the Company which are not subject to trading moratorium |
||
| Full Name of Shareholders | Number of tradable shares not subject to trading moratorium at the end of the reporting period(shares) |
Classes of shares held (A shares, B Shares , H Shares or others) |
| HKSCC Nominees Limited | 1,954,329,946 | H Shares |
| Bill & Melinda Gates Foundation Trust | 5,500,000 | A Shares |
| PICC Life Insurance Company Limited | 5,099,941 | A Shares |
| Changsheng Tongqing Dividable Transaction Securities Investment Fund (長盛同慶可分離交易股票型證券投資基金) |
4,655,520 | A Shares |
| Invesco Great Wall No.2 Domestic Growth Securities Investment Fund 景順長城內需增長貳號股票型證券投資基金 |
4,279,459 | A Shares |
| Jiashi Growth and Income Securities Investment Fund (嘉實成長收益型證券投資基金) |
4,000,000 | A Shares |
| Jiashi CSI 300 Index Securities Investment Fund (嘉實滬深300 指數證券投資基金) |
3,795,333 | A Shares |
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| ICBC Credit Suisse Bonus Securities Investment Fund 工銀瑞信紅利股票型證券投資基金 |
3,539,823 | A Shares |
|---|---|---|
| Jianxin Advantage Momentum Securities Investment Fund 建信優勢動力股票型證券投資基金 |
2,999,978 | A Shares |
| Jiashi Service and Value-added industry Securities Investment Fund (嘉實服務增值行業證券投資基金) |
2,919,504 | A Shares |
§2 Significant Matters
2.1 General Operating Performance of the Group
( I ) Major Operating Data
| Items | First quarter | First quarter | Increase/decrease (%) |
|---|---|---|---|
| 2010 | 2009 | ||
| 1. Coal Business(kilotonne) | |||
| Raw coal production | 11,061 | 8,155 | 35.63 |
| Salable coal production | 10,424 | 8,070 | 29.17 |
| Sales volume of salable coal |
10,393 | 7,915 | 31.31 |
| 2. Railway Transportation Business(kilotonne) | |||
| Transportation volume | 4,870 | 3,974 | 22.54 |
| 3. Coal chemicals business(kilotonne) | |||
| Methanol production | 131 | — | — |
| Sales volume | 130 | — | — |
| 4. Electrical power business(10,000kWh) | |||
| Power generation | 37,108 | 34,940 | 6.20 |
| Electricity sold | 27,513 | 31,741 | -13.32 |
| 5. Heat business(10,000 steam tonnes) | |||
| Heat generation | 74 | 54 | 37.04 |
| Heat sold | 74 | 54 | 37.04 |
( II ) Operating Performance of the Principal Businesses of the Group - by segment
1. Coal business
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(1) Coal Production and Sales
For the first quarter of 2010, the raw coal production of the Group was 11.06 million tonnes, representing an increase of 2.91 million tonnes or 35.6% as compared with the corresponding period last year. The output of salable coal was 10.42 million tonnes, representing an increase of 2.35 million tonnes, or 29.2%, as compared with that for the corresponding period last year. Salable coal sales volume was 10.39 million tonnes, representing an increase of 2.48 million tonnes or 31.3% as compared with the corresponding period last year, among which, 0.29 million tonnes were sold to the subsidiary within the Group, 10.10 million tonnes were sold in the external market.
The following table sets out the coal production and coal sales of the Group for the first quarter of 2010:
| Unit: kilo tonnes | |||
|---|---|---|---|
| Items | The first | quarter | Increase/decrease (%) |
| 2010 | 2009 | ||
| 1. Raw coal production | 11,061 | 8,155 | 35.63 |
| 1. The Company | 8,223 | 7,791 | 5.54 |
| 2. Shanxi Neng Hua ① |
286 | 101 | 183.17 |
| 3. Heze Neng Hua ② |
311 | — | — |
| 4. Yancoal Australia Pty ③ |
2,241 | 263 | 752.09 |
| 2. Salable coal production | 10,424 | 8,070 | 29.17 |
| 1. The Company | 8,202 | 7,738 | 6.00 |
| 2. Shanxi Neng Hua | 286 | 101 | 183.17 |
| 3. Heze Neng Hua | 239 | — | — |
| 4. Yancoal Australia Pty | 1,697 | 231 | 634.63 |
| 3. Salable coal sales volume | 10,393 | 7,915 | 31.31 |
| 1. The Company | 7,983 | 7,534 | 5.96 |
| 2. Shanxi Neng Hua | 286 | 102 | 180.39 |
| 3. Heze Neng Hua | 264 | — | — |
| 4. Yancoal Australia Pty | 1,683 | 182 | 824.73 |
| 5. Externally purchased coal | 177 | 97 | 82.47 |
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① Shanxi Neng Hua refers to Yanzhou Coal Shanxi Neng Hua Company Limited
-
② Heze Neng Hua refers to Yanmei Heze Neng Hua Company Limited
-
③ Yancoal Australia Pty refers to Yancoal Australia Pty Limited
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(2) Coal Prices
With the recovery of the global economy and supported by the domestic macroeconomic situation, the coal price of the Group increased in the first quarter of 2010 as compared to the corresponding period last year.
Unit: RMB/tonne
| The first quarter | The first quarter | 2009 | ||
|---|---|---|---|---|
| 2010 | 2009 | Increase/decrease (%) |
||
| 1. Company | 623.72 | 515.85 | 20.91 | 525.27 |
| 2. Shanxi Neng Hua | 373.80 | 242.37 | 54.23 | 293.52 |
| 3. Heze NengHua | 752.44 | — | — | — |
| 4. Yancoal Australia Pty | 589.27 | 1,050.38 | -43.90 | 737.21 |
| 5. Externally purchased coal | 680.01 | 487.33 | 39.54 | 540.67 |
| Averageproductprice of the Group | 615.50 | 524.25 | 17.41 | 529.16 |
(3) Cost of Coal Sales
In the first quarter of 2010, the cost of coal sales business of the Group was RMB3.0103 billion, representing an increase of RMB933.4 million or 45% as compared to the corresponding period last year.
Unit: RMB’000, RMB/tonne
| Items | The firstquarter | The firstquarter | Increase/decrease (%) |
|
|---|---|---|---|---|
| 2010 | 2009 | |||
| The Company |
Total cost of sales | 2,111,382 | 2,030,313 | 3.99 |
| Cost of sales per tonne |
264.50 | 269.48 | -1.85 | |
| Shanxi Neng Hua |
Total cost of sales | 70,597 | 32,783 | 115.35 |
| Cost of sales per tonne |
247.14 | 319.93 | -22.75 | |
| Heze Neng Hua |
Total cost of sales | 172,824 | — | - |
| Cost of sales per tonne |
654.51 | — | - | |
| Yancoal Australia Pty |
Total cost of sales | 704,901 | 102,935 | 584.80 |
| Cost of sales per tonne |
418.73 | 565.87 | -26.00 | |
| Externally purchased coal |
Total cost of sales | 118,846 | 41,044 | 189.56 |
| Cost of sales per tonne |
671.45 | 423.13 | 58.69 |
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In the first quarter of 2010, the cost of coal sales business of Shanxi Neng Hua was RMB 70.597 million, representing an increase of RMB 37.814 million or 115.35% as compared with the corresponding period last year. The cost of coal sales per tonne was RMB 247.14, representing a decrease of RMB 72.79 or 22.8% compared with the corresponding period last year. This was mainly due to the increase of sales volume of the salable coal by 0.18 million tonnes or 180.4% compared with the corresponding period last year.
In the first quarter of 2010, the cost of coal sales business of Yancoal Australia Pty was RMB 704.9 million, representing an increase of RMB 602.0 million or 584.8% as compared with the corresponding period last year. The cost of coal sales per tonne was RMB 418.73, representing a decrease of RMB 147.14 or 26.0% compared with the corresponding period last year. This was mainly due to the acquisition of Felix Resources Limited.
2. Railway transportation
In the first quarter of 2010, the designated railway for coal transportation of the Company completed the carrying capacity of 4.87 million tonnes of coal, representing an increase of 0.9 million tonnes or 22.5% as compared with the corresponding period last year. The Company realized a net income from railway transportation services (income from transport of coal which in settled on the basis of off-mine price and where transportation fees of designated coalmine railway assets are borne by customers) of RMB131.1 million, representing an increase of RMB75.516 million or 135.7% as compared with the corresponding period last year, mainly due to the increase of the standard transportation fee of the designated railway for coal transportation from RMB0.32/tonne per km to RMB0.57/tonne per km since 1st January, 2010; the carrying capacity of which the transportation fee was borne by customers increased by 1.13 million tonnes or 35.3%.
3. Coal chemicals
The following table sets out the operation of methanol business of the Group for the first quarter of 2010:
| Production volume (Kilotonne) |
Sales volume (Kilotonne) |
Sales Income (RMB’000) |
Cost of Sales (RMB’000) |
|
|---|---|---|---|---|
| Yulin Neng Hua Note |
116 | 115 | 196,161 | 190,130 |
| Shanxi Neng Hua | 15 | 15 | 27,502 | 30,972 |
Note: Yulin Neng Hua refers to Yanzhou Coal Yulin Neng Hua Company
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Limited
4. Electrical Power
The following table sets out the operation of electricity business of the Group for the first quarter of 2010:
| Unit: 10,000 kWh | Unit: 10,000 kWh | Unit: 10,000 kWh | ||||
|---|---|---|---|---|---|---|
| Powergeneration | Electricitysold | |||||
| First quarter of 2010 |
First quarter of 2009 |
Increase/ decrease (%) |
First quarter of 2010 |
First quarter of 2009 |
Increase/ decrease (%) |
|
| 1. Hua Ju Energy Note |
27,879 | 27,350 | 1.93 | 25,529 | 27,350 | -6.66 |
| In which: external sales |
— | — | — | 11,508 | 10,208 | 12.74 |
| 2. Yu Lin NengHua |
7,197 | 4,290 | 67.76 | 1,658 | 1,091 | 51.97 |
| 3. Shanxi NengHua |
2,032 | 3,300 | -38.42 | 326 | 3,300 | -90.12 |
Note: Hua Ju Energy refers to Shandong Hua Ju Energy Company Limited
Unit: RMB’000
| Unit: RMB’000 | Unit: RMB’000 | Unit: RMB’000 | ||||
|---|---|---|---|---|---|---|
| Sales Income | Cost of Sales | |||||
| First quarter of 2010 |
First quarter of 2009 |
Increase/ decrease (%) |
First quarter of 2010 |
First quarter of 2009 |
Increase/ decrease (%) |
|
| 1. Hua Ju Energy |
103,111 | 109,258 | -5.63 | 58,905 | 55,975 | 5.23 |
| In which: externalsales |
43,193 | 40,832 | 5.78 | 18,099 | 20,892 | 13.37 |
| 2. Yu Lin NengHua |
3,639 | 2,502 | 45.44 | 5,648 | 4,057 | 39.22 |
| 3. Shanxi NengHua |
763 | 7,737 | -90.14 | 2,573 | 11,842 | -78.27 |
5. Heat Business
In the first quarter of 2010, Hua Ju Energy generated heat energy of 0.74 million steam tonnes and sold 0.74 million steam tonnes; in which 0.06 million steam tonnes were for external sales, generating sales income of RMB9.658 million on cost of sales of RMB2.048 million.
2.2 Significant movements of the accounting items and financial indicators of the
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Group and the reasons thereof
1. Significant movements in items of balance sheet and the reasons thereof
Unit: RMB’000
| Unit: RMB’000 | ||||
|---|---|---|---|---|
| 31 March 2010 |
1 January 2010 |
Increase/ decrease (%) |
Main reasons for change | |
| Prepayment | 336,818 | 76,448 | 340.58 | The prepayment for operational coal trade was increased by RMB 267.5 million. |
| Construction in progress |
1,646,778 | 1,180,569 | 39.49 | The construction under progress of the Yancoal Australia Pty increased. |
| Total assets | 63,521,410 | 62,252,349 | 2.04 | — |
| Receipt in advance |
938,548 | 1,664,427 | -43.61 | During the reporting period, the Company settled the receipt in advance of coal of the previous period, which resulted in a decreased by RMB 713.6 million in the receipt in advance. |
| Tax payable | 1,093,834 | 718,951 | 52.14 | The payable income tax and the value added tax of the Company increased by RMB 177.0 million and RMB 185.7 million respectively. |
| Other payables |
2,002,985 | 3,312,207 | -39.53 | The debt of Yancoal Australia Pty was paid off, resulted in a decrease of its payables by RMB 836.6 million; other payables of Yulin Neng Hua were decreased byRMB 120.9 million. |
| Total liabilities |
32,831,458 | 33,792,852 | -2.84 | — |
2. Significant movements of items in the income statement and the reasons thereof
Unit: RMB’000
| thereof | Unit: RMB’000 | |||
|---|---|---|---|---|
| First quarter of 2010 |
First quarter of 2009 |
Increase/ decrease (%) |
Main reasons for change | |
| Operating income |
7,031,835 | 4,431,609 | 58.67 | The sales income generated from the coal business increased by RMB 1.8916 billion compared to the corresponding period last year, due to the increase of the sales volume of coal; the sales income ofthe coalbusiness |
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| increased by RMB 355.1 million compared to the corresponding period last year, due to the increase of the sales price of the coal, the methanol business realized sales income of RMB 223.7 million. No sales income was generated from methanol business in the corresponding period last year. |
||||
|---|---|---|---|---|
| Cost of operation |
3,588,459 | 2,466,228 | 45.50 | The sales of coal increased resulted in an increase in the cost of coal sales by RMB 933.4 million. The cost of methanol sales was RMB 200.1 million. No cost of sales from methanol business in the corresponding period last year. |
| Sales expense | 276,348 | 110,852 | 149.29 | The sales expense was increased by RMB 140.0 million due to the acquisition of Felix. |
| Financial expense |
-375,726 | -40,158 | 835.62 | The currency exchange profit of Yancoal Australia Pty was increased by RMB 402.9 million compared to the corresponding period last year; the interest expense of Yancoal Australia Pty was increased by RMB 63.4 million compared to the corresponding period last year. |
| Income tax | 585,588 | 316,614 | 84.95 | The tax payable was increased compared to the corresponding period last year. |
| Net profit attributable to the shareholders of the Company |
2,100,463 | 722,350 | 190.78 | — |
3. Significant movements of items in cash flow statement and the reasons thereof
Unit: RMB’000
| Unit: RMB’000 | ||||
|---|---|---|---|---|
| First quarter of 2010 |
First quarter of 2009 |
Increase/ decrease (%) |
Main reasons for change | |
| Net cash from |
1,471,511 | 1,051,621 | 39.93 | Cash from received from sales ofgoods and providing |
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| operating activities |
labour services increased by RMB 2.1822 billion compared to the corresponding period last year; cash payable for purchasing of goods and receiving labour services increased by RMB 1.1722 billion compared to the corresponding period last year; payables to staff and wages and benefits paid for the staff increased by RMB 426.1 million. |
|||
|---|---|---|---|---|
| Net cash from investing activities |
-643,754 | -1,037,373 | -37.94 | Cash paid for purchasing fixed assets, intangible assets and other long term assets increased by RMB 200.3 million compared to the corresponding period last year; the Company acquired 74% equity interest of Hua Ju Energy at a consideration of RMB 593.2 million in the corresponding period last year; no investment business was incurred during the reporting period. |
| Net cash from financing activities |
-149,844 | -10,891 | 1,275.85 | Felix paid off the debt in cash amounting to RMB 623.2 million. A bank borrowing amounting to RMB 544.6 million was received; the interest expense paid by Yancoal Australia Pty was increased by RMB 63.4 million compared to the corresponding period last year. |
| Net increase in cash and cash equivalents |
736,476 | 3,357 | 21,838.52 | — |
2.3 Progress and impact of significant events and analysis of resolution
- (1) Setup of Yanzhou Coal Mining Ordos Neng Hua Company Limited and acquisition of coal chemicals project
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As approved at the general managers meeting held on 1 December, 2009, the Company contributed RMB500 million of capital to set up Yanzhou Coal Mining Ordos Neng Hua Company Limited (“Ordos Neng Hua”) in Inner Mongolia Autonomous Region as its wholly-owned subsidiary on 18 December, 2009. Ordos Neng Hua will serve as the management platform for coal mining, coal chemicals and supply of electricity businesses in Inner Mongolia.
Ordos Neng Hua with its own funds amounting to RMB190 million acquired 100% of equity interests of Inner Mongolia Rongxin Chemical Co., Ltd., Inner Mongolia Daxin Industrial Gas Co., Ltd. and Inner Mongolia Yize Mining Investment Co., Ltd held by KingBoard Chemical Holdings Limited (together, the “Target Companies”). The relevant share transfer procedures were completed on 16th April, 2010. The Target Companies shall be responsible for the set-up of the project regarding methanol production with an annual capacity of 0.6 million tonnes.
(2) Change of the Directors, the Supervisors and the Senior Management of the Company
At the first extraordinary general meeting of 2010 of the Company and the thirteenth meeting of the fourth session of the Board of Directors held on 26 February 2010, Mr. Li Weimin was appointed as a Director and Vice Chairman of the fourth session of the Board.
(3) Amendments to the “Rules of Procedures for the Board” and the “Rules of Procedures for the Supervisory Committee” of the Company
As approved at the first 2010 extraordinary general meeting held on 26 February 2010, the Rules of Procedures for the Board of Yanzhou Coal Mining Company Limited, and the Rules of Procedures for the Supervisory Committee of Yanzhou Coal Mining Company Limited(“Supervisory Committee”), have been amended in accordance with amendments to the listing regulatory requirements and the articles of association of the Company, amendments are made in relation to the duties and power of independent non-executive Directors, composition of specialized committees of the board, composition of the Supervisory Committee as well as the means of notice of Supervisory Committee meetings.
(4) Amendments to the “Information Disclosure Management System” of the Company
As approved at the thirteenth meeting of the fourth session of the Board held on 26 February 2010, the Information Disclosure Management System of Yanzhou Coal Mining Company Limited was amended. It sets out the system for accountability in respect of major errors in regular information disclosures and the filing system for use of external information and improve the use of external information. It amends the accountability provision in relation to unauthorized disclosure and nondisclosure of material information.
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(5) Progress and the approval of transaction in relation to the investment in and establishment of Yankuang Group Finance Company Limited
Pursuant to the resolutions passed at the thirteenth meeting of the third session of the Board, the “Capital Contribution Agreement in relation to the formation of the Yankuang Group Financial Company Limited” was signed by the Company with Yankuang Group and China Credit Trust Co., Ltd. on 20 April 2010. Approval of the establishment of Yankuang Group Finance Company Limited has been given by the China Banking Regulatory Commission to the Yankuang Group on 16 November 2009. As at the date of disclosure of this Report, the procedures for the establishment of Yankuang Group Finance Company Limited have not been completed.
At the fourteenth meeting of the forth session of the Board held on 23 April 2010, the Board approved the continuing connected transactions including the deposit, borrowings and settlement, and the annual caps from 2010 to 2011 between the Company and Yankuang Group Finance Company Limited.
For further details, please refer to the “Announcement on Connected Transactions of Yanzhou Coal Mining Company Limited” dated 20 April 2010 and the “Announcement in relation to the Resolutions Passed at the Fourteenth Meeting of the Fourth Session of the Board” dated 23 April 2010. The above announcements are posted on the websites of the Shanghai Stock Exchange, Hong Kong Stock Exchange and the Company, and/or within newspapers of China Securities Journal and Shanghai Securities News.
2.4 The performance of undertakings of the Company, the Shareholders and the beneficial controller of the Company
The Company has adopted non-tradable shares reform since 31st March, 2006. The special undertakings made by Yankuang Group as holders of the original nontradable shares regarding the process of non-tradable shares reform plan, and the performance of such undertakings are as follows:
| Name of Shareholder |
Special undertakings | Performance of **undertakings ** |
|---|---|---|
| Yankuang Group |
(1) The original non-tradable shares of the Company held by Yankuang Group should not be traded on stock exchange within forty-eight months from the date of implementation of the relevant share allocation reform plan; |
The original non-tradable shares in the Company held by Yankuang Group have not been traded. |
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| (2) In 2006, Yankuang Group would transfer part of its operations and new projects relating to coal and electricity which are in line with the Company’s development strategies to the Company in accordance with the relevant PRC regulations, with a view to enhancing the operating results of the Company and reducing connected transactions and competition between Yankuang Group and the Company. Yankuang Group will allow the Company to participate and invest in the coal liquefaction project, which is being developed by Yankuang Group for the purpose of co- development. |
In 2006, Yankuang Group completed the transfer of the coal assets and new electricity projects to the Company, which is in line with the Company’s development strategies. The coal liquefaction project is currently under preparation and no material progress has been made in this respect. |
|
|---|---|---|
| (3) All the relevant expenses incurred for implementation of the non-tradable share reform plan would be borne by Yankuang Group. |
This undertaking has been duly executed. |
2.5 Changes in accounting estimates
Pursuant to the principle of comparability, relevance and prudence in accounting, in the fourteenth meeting convened by the fourth session of the Board of Directors held on 23 April 2010, the Board of Directors considered and approved that the method of amortizing the mining rights fees of the Group will be changed to the unit-of-output method, i.e. the cost of mining rights will be amortized over the output volume of raw coal.
Currently, only the amortization of the mining rights fees of Jining III Coal Mine and Zhaolao Coal Mine will be changed from the original straight-line (over a fixed term) method to the unit-of-output method. The change in accounting estimates this time has no significant impact on the Group. It is expected that the change will result in a decrease by RMB 16.760 million in the cost and an increase by RMB 12.570 million in the net profit of the Group for the year 2010.
2.6 Warning and explanation on reasons for possible loss in accumulated net profit expected to be recorded from the beginning of the year to the end of the next reporting period or material change as compared to those of the corresponding period last year.
Based upon the expectation of an increase in the sales volume of coal of the Group and an increase in the average sales price of coal, the net profit attributable to the Shareholders realized by the Group in the first half of 2010 will increase over 100% as compared with the corresponding period in 2009. The net profit attributable to the Shareholders realized by the Group in the first half of 2009 was RMB 1.9039 billion.
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2.7 Implementation of dividend payment policy
To reward Shareholders for their long-term support, the Board of the Company proposed to declare a cash dividend payable in accordance with the Company’s persistent dividend policy at a sum of RMB1,229.6 million (tax inclusive) or RMB0.25 per share (tax inclusive) for the year 2009. During the reporting period, annual general meeting has not been held for considering the dividend distribution. The proposal of dividend distribution will be proposed in the 2009 annual general meeting for consideration, and will be distributed to all Shareholders within two months (if passed) after the convening of the annual general meeting.
§3
Directors
As at the date of this announcement, the directors of the Company are Mr. Wang Xin, Mr. Geng Jiahuai, Mr. Li Weimin, Mr. Shi Xuerang, Mr. Chen Changchun, Mr. Wu Yuxiang, Mr. Wang Xinkun, Mr. Zhang Baocai and Mr. Dong Yunqing and the independent non-executive Directors of the Company are Mr. Pu Hongjiu, Mr. Zhai Xigui, Mr. Li Weian and Mr. Wang Junyan.
By order of the Board Yanzhou Coal Mining Company Limited Wang Xin
Chairman of the Board
Zoucheng, the PRC 23 April 2010
15
Appendices:
Consolidated Balance Sheet
March 31, 2010
Prepared by : Yanzhou Coal Mining Company Limited
Unit:RMB
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
|---|---|---|
| ITEMS | AS AT MAR 31, 2010 |
AS AT JAN 1, 2009 |
| CURRENT ASSET: | ||
| Cash at bank and on hand | 12,640,572,591 | 12,292,871,151 |
| Tradable financial assets | - | - |
| Notes receivable | 4,831,591,675 | 4,990,893,624 |
| Accounts receivable | 502,778,809 | 436,554,029 |
| Prepayments | 336,817,772 | 76,447,807 |
| Interest receivable | 3,126,871 | 3,360,866 |
| Dividends receivable | - | - |
| Other receveiables | 373,013,382 | 295,452,724 |
| Inventories | 1,021,378,358 | 886,361,329 |
| Non-current assets due within one year | - | - |
| Other current assets | 1,918,560,841 | 1,903,140,401 |
| TOTAL CURRENT ASSETS | 21,627,840,299 | 20,885,081,931 |
| NON CURRENT ASSETS: | ||
| Entrust loan | - | - |
| Available-for-sale financial assets | 247,692,899 | 264,672,846 |
| Held-to-maturity investments | - | - |
| Long-term accounts receivable | - | - |
| Long-term equity investments | 964,705,547 | 971,860,469 |
| Investment real estate | - | - |
| Fixed assets | 16,730,194,456 | 17,079,527,217 |
| Construction in progress | 1,646,777,674 | 1,180,569,132 |
| Construction materials | 12,364,488 | 12,177,834 |
| Disposal of fixed assets | - | - |
| Intangible assets | 19,645,538,650 | 19,335,817,869 |
| Goodwill | 791,598,895 | 776,861,570 |
| Long-term deferred expenses | 15,195,896 | 15,969,251 |
| Deferred tax assets | 1,701,575,407 | 1,611,884,698 |
| Other non-current assets | 117,925,900 | 117,925,900 |
| TOTAL NON-CURRENT ASSETS | 41,873,569,812 | 41,367,266,786 |
| TOTAL ASSETS | 63,501,410,111 | 62,252,348,717 |
The financial statements form page 16 to page 24 are signed by the following responsible officers: Head of the Company: Chief Financial Officer: Head of Accounting Department: Wang Xin Wu Yuxiang Zhao Qingchun
16
Consolidated Balance Sheet ( Continued )
March 31, 2010
| March 31, 2010 | ||
|---|---|---|
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
| ITEMS | AS AT MAR 31, 2010 |
AS AT JAN 1, 2009 |
| CURRENT LIABILITIES: | ||
| Short-term borrowings | - | - |
| Tradable financial liabilities | - | - |
| Notes payable | 143,898,872 | 128,076,028 |
| Accounts payable | 1,138,735,591 | 1,306,859,922 |
| Advances from customers | 938,548,414 | 1,664,427,222 |
| Salaries and wages payable | 592,138,205 | 584,156,171 |
| Taxes payable | 1,093,833,717 | 718,951,045 |
| Interest payable | 19,771,741 | 16,614,257 |
| Dividends payable | 265,145 | 265,145 |
| Other payables | 2,002,984,765 | 3,312,206,691 |
| Non-current liabilities due within one year | 1,673,781,971 | 1,620,196,336 |
| Other current liabilities | 1,828,945,673 | 1,588,973,082 |
| TOTAL CURRENT LIABILITIES | 9,432,904,094 | 10,940,725,899 |
| NON-CURRENT LIABILITIES: | ||
| Long-term borrowings | 21,411,877,778 | 20,911,728,000 |
| Long-term payables | 12,830,711 | 12,244,163 |
| Accrued liabilities | 120,587,365 | 122,557,899 |
| Deferred tax liabilities | 1,811,104,716 | 1,791,460,318 |
| Other non-current liabilities | 14,953,678 | 14,136,042 |
| TOTAL NON CURRENT LIABILITIES | 23,371,354,248 | 22,852,126,422 |
| TOTAL LIABILITIES | 32,804,258,342 | 33,792,852,321 |
| SHAREHOLDERS’ EQUITY: | ||
| Share capital | 4,918,400,000 | 4,918,400,000 |
| Capital reserves | 4,524,431,233 | 4,547,651,740 |
| Special reserves | 1,578,804,430 | 1,463,683,312 |
| Surplus reserves | 3,241,001,770 | 3,241,001,770 |
| Retained earnings | 16,268,496,319 | 14,168,033,687 |
| Foreign currencies translation differences | 58,561,424 | 19,014,914 |
| Equity attributable to shareholders of the Company |
30,589,695,176 | 28,357,785,423 |
| Minority interest | 107,456,593 | 101,710,973 |
| TOTAL SHAREHOLDERS' EQUITY | 30,697,151,769 | 28,459,496,396 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
63,501,410,111 | 62,252,348,717 |
17
Balance Sheet of the Parent Company
March 31, 2010
| March 31, 2010 | ||
|---|---|---|
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
| ITEMS | AS AT MAR 31, 2010 |
AS AT JAN 1, 2009 |
| CURRENT ASSET: | ||
| Cash at bank and on hand | 11,179,060,336 | 10,245,945,569 |
| Tradable financial assets | - | - |
| Notes receivable | 4,828,157,831 | 4,989,405,336 |
| Accounts receivable | 167,004,119 | 28,032,690 |
| Prepayments | 309,794,740 | 42,262,430 |
| Intersts receivable | - | - |
| Dividends receivable | 291,649 | 291,649 |
| Other receveiables | 383,359,371 | 349,562,607 |
| Inventories | 555,393,434 | 394,989,227 |
| Non-current assets due within one year | - | - |
| Other current assets | 1,359,591,510 | 1,359,591,510 |
| TOTAL CURRENT ASSETS | 18,782,652,990 | 17,410,081,018 |
| NON CURRENT ASSETS: | ||
| Entrust loan | 5,031,283,052 | 4,743,313,052 |
| Available-for-sale financial assets | 247,692,018 | 264,671,982 |
| Hold-to-maturity investment | - | - |
| Long-term accounts receivable | - | - |
| Long-term equity investments | 5,781,862,401 | 5,789,061,956 |
| Investment real estate | - | - |
| Fixed assets | 6,134,029,200 | 6,373,159,697 |
| Construction in progress | 38,978,744 | 24,247,529 |
| Materials construction | 1,259,016 | 1,259,017 |
| Disposal of fixed assets | - | - |
| Intangible assets | 602,761,264 | 607,764,176 |
| Goodwill | - | - |
| Long-term deferred expenses | - | - |
| Deferred tax assets | 944,103,154 | 869,395,462 |
| Other non-current assets | 117,925,900 | 117,925,900 |
| TOTAL NON CURRENT ASSETS | 18,899,894,749 | 18,790,798,771 |
| TOTAL ASSETS | 37,682,547,739 | 36,200,879,789 |
18
Balance Sheet of the Parent Company ( Continued )
March 31, 2010
Prepared by : Yanzhou Coal Mining Company Limited Unit:RMB
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
|---|---|---|
| ITEMS | AS AT MAR 31, 2010 |
AS AT JAN 1, 2009 |
| CURRENT LIABILITIES: | ||
| Short-term borrowings | - | - |
| Tradable financial liabilities | - | - |
| Notes payable | 143,898,872 | 128,076,028 |
| Accounts payable | 535,383,503 | 718,406,125 |
| Advances from customers | 794,115,572 | 1,507,734,709 |
| Salaries and wages payable | 397,834,165 | 412,981,808 |
| Taxes payable | 1,171,073,303 | 829,238,278 |
| Interest payable | - | - |
| Dividends payable | - | - |
| Other payables | 1,741,297,126 | 1,663,274,171 |
| Non-current liabilities due within one year | 12,648,464 | 12,648,464 |
| Other current liabilities | 1,796,796,784 | 1,560,638,332 |
| TOTAL CURRENT LIABILITIES | 6,593,047,789 | 6,832,997,915 |
| NON-CURRENT LIABILITIES: | ||
| Long-term borrowings | - | - |
| Long-term payable | - | - |
| Accrued liabilities | - | - |
| Deferred tax liabilities | 46,377,831 | 50,622,822 |
| Other non-current liabilities | - | - |
| TOTAL NON-CURRENT LIABILITIES | 46,377,831 | 50,622,822 |
| TOTAL LIABILITIES | 6,639,425,620 | 6,883,620,737 |
| SHAREHOLDERS' EQUITY: | ||
| Share capital | 4,918,400,000 | 4,918,400,000 |
| Capital reserves | 4,655,029,270 | 4,667,764,243 |
| Special reserves | 1,578,804,430 | 1,463,683,312 |
| Surplus reserves | 3,204,455,814 | 3,204,455,814 |
| Undistributed profits | 16,686,432,605 | 15,062,955,683 |
| TOTAL SHAREHOLDERS' EQUITY | 31,043,122,119 | 29,317,259,052 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
37,682,547,739 | 36,200,879,789 |
19
Consolidated Income Statement
The 1st Quarter of 2010
Prepared by : Yanzhou Coal Mining Company Limited Unit:RMB
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
|---|---|---|
| ITEMS | The 1st Quarter of 2010 |
The 1st Quarter of 2009 |
| 1、TOTAL OPERATING REVENUE | 7,031,835,329 | 4,431,608,759 |
| Including:operating revenue | 7,031,835,329 | 4,431,608,759 |
| 2、TOTAL OPERATING COST | 4,331,279,981 | 3,390,251,658 |
| Including:Operating cost | 3,588,459,376 | 2,466,227,760 |
| Operating taxes and surcharges | 103,057,414 | 100,084,929 |
| Selling expense | 276,347,896 | 110,851,687 |
| General and administrative expenses | 739,141,478 | 753,244,851 |
| Financial expenses | -375,726,183 | -40,157,569 |
| Impairment loss of assets | - | - |
| Add: Gain on fair value change (The loss is listed beginning with “-“) |
- | - |
| Investment income(The loss is listed beginning with “-“) |
-7,179,264 | -220,419 |
| Including: Investment income of associates | - | - |
| Profit on exchange (The loss is listed beginning with “-“) |
- | - |
| 3、Operating profit (The loss is listed beginning with “-“) | 2,693,376,084 | 1,041,136,682 |
| Add:Non-operating revenue | 4,063,431 | 1,195,425 |
| Less: Non-operating expenditures | 5,643,394 | 324,369 |
| Including: Losses on disposal of non-current assets | - | - |
| 4、Total profit (The total loss is listed beginning with “-“) | 2,691,796,121 | 1,042,007,738 |
| Less: Income tax | 585,587,869 | 316,614,220 |
| 5、Net profit(The net loss is listed beginning with “-“) | 2,106,208,252 | 725,393,518 |
| Net profit attributed to shareholders of the Company | 2,100,462,632 | 722,349,554 |
| Minority interest | 5,745,620 | 3,043,964 |
| 6、Earnings per share | ||
| (1)Earnings per share, basis | 0.43 | 0.15 |
| (2)Earnings per share, diluted | 0.43 | 0.15 |
| 7、Other comprehensive income | -12,734,973.00 | 40,710,244 |
| 8、Total comprehensive income | 2,093,473,279 | 766,103,762 |
20
Income Statement Of the Parent Company
The 1st Quarter of 2010
Prepared by : Yanzhou Coal Mining Company Limited Unit:RMB
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
|---|---|---|
| ITEMS | The 1st Quarter of 2010 |
The 1st Quarter of 2009 |
| 1、TOTAL OPERATING REVENUE | 5,450,081,625 | 4,170,145,748 |
| Less: Operating cost | 2,553,859,467 | 2,303,616,152 |
| Operating taxes and surcharges | 95,790,939 | 96,973,640 |
| Selling expense | 69,042,657 | 92,774,120 |
| General and administrative expense | 626,693,326 | 658,216,104 |
| Financial expense | 3,985,030 | -58,513,309 |
| Impairment loss of assets | - | - |
| Add: Gain from the fair value changes (The loss is listed beginning with “-“) |
- | - |
| Investment income(The loss is listed beginning with “-“) |
64,906,519 | 61,197,047 |
| Including: Investment income of associates | - | - |
| 2、Operating profit (The loss is listed beginning with “-“) | 2,165,616,725 | 1,138,276,088 |
| Add:Non-operating income | 2,600,143 | 151,126 |
| Less: Non-operating expense | 2,687,120 | 166,995 |
| Including: Loss on disposal of non-current assets | - | - |
| 3、Total profit (The total loss is listed beginning with “-“) | 2,165,529,748 | 1,138,260,219 |
| Less: Income tax | 542,052,826 | 311,887,312 |
| 4、Net profit (The net loss is listed beginning with “-“) | 1,623,476,922 | 826,372,907 |
| 5、Earnings per share | - | - |
| (1)Earnings per share, basis | 0.3301 | 0.1680 |
| (2)Earnings per share, diluted | 0.3301 | 0.1680 |
| 6、Other comprehensive income | -12,734,973 | 40,710,244 |
| 7、Total comprehensive income | 1,610,741,949 | 867,083,151 |
21
Prepared by : Yanzhou Coal Mining Company Limited
Consolidated Cash Flow Statement
The 1st Quarter of 2010
Unit : RMB
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
|---|---|---|
| ITEMS | The 1st Quarter of 2010 |
The 1st Quarter of 2009 |
| 1、CASH FLOW FROM OPERATING ACTIVITIES: | ||
| Cash received from sales of goods or rendering of services | 7,505,393,074 | 5,323,234,980 |
| Tax refunding | 16,631,149 | - |
| Other cash received relating to operating activities | 5,476,520 | 86,086,975 |
| Sub-total of cash inflows | 7,577,500,743 | 5,409,321,955 |
| Cash paid for goods and services | 2,618,922,145 | 1,446,746,123 |
| Cash paid to and on behalf of employees | 1,484,073,366 | 1,057,977,279 |
| Taxes payments | ,419,413,906 | 1,372,837,113 |
| Other cash paid relating to operating activities | 583,579,840 | 480,140,574 |
| Sub-total of cash outflows | 6,105,989,257 | 4,357,701,089 |
| NET CASH FLOW FROM OPERATING ACTIVITIES | 1,471,511,486 | 1,051,620,866 |
| 2、CASH FLOW FROM INVESTING ACTIVITIES: | ||
| Cash received from recovery of investments | - | - |
| Cash received from return of investments income | - | - |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets |
814,529 | 137,630 |
| Net cash received from disposal of sub companies and business units |
- | - |
| Other cash received relating to investing activities | - | - |
| Sub-total of cash inflows | 814,529 | 137,630 |
| Cash paid to acquire fixed assets, intangible assets and other long-term assets |
644,568,092 | 444,267,821 |
| Cash paid for investments | - | 593,243,100 |
| Net increase of pledge loans | - | - |
| Net cash amounts paid by subsidiaries and other business units |
- | - |
| Other cash paid relating to investing activities | - | - |
| Sub-total of cash outflows | 644,568,092 | 1,037,510,921 |
| NET CASH FLOW USED IN INVESTING ACTIVITIES | -643,753,563 | -1,037,373,291 |
| 3、CASH FLOW FROM FINANCING ACTIVITIES: | ||
| Cash received from investors | - | - |
| Including: Cash received from minority shareholders of subsidiaries |
- | - |
| Cash received from borrowings | 544,570,400 | - |
| Cash received from issuing bonds | - | - |
| Other cash received relating to financing activities | - | - |
| Sub–total of cash inflows | 544,570,400 | **- ** |
| Repayments of borrowings and debts | 623,171,025 | - |
| Cash paid for distribution of dividends or profits, or cash paid for interest expenses |
71,242,915 | 10,890,843 |
| Including: Cash paid for distribution of dividends or | - | - |
22
| profits by subsidiaries to minority shareholders | ||
|---|---|---|
| Other cash paid relating to financing activities | - | - |
| Sub-total of cash outflows | 694,413,940 | 10,890,843 |
| NET CASH FLOW USED IN FINANCING ACTIVITIES |
-149,843,540 | -10,890,843 |
| 4、EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
58,561,424 | |
| 5、NET INCREASE (DECREASE) ON CASH AND CASH EQUIVALENTS |
736,475,807 | 3,356,732 |
| Add: Cash and cash equivalent, opening | 8,522,398,899 | 8,444,144,457 |
| 6、Cash and cash equivalents, closing | 9,258,874,706 | 8,447,501,189 |
Cash Flow Statement Of the Parent Company
The 1st Quarter of 2010
| The 1st Quarter of 2010 | ||
|---|---|---|
| Prepared by:Yanzhou Coal Mining Company Limited | Unit:RMB | |
| ITEMS | The 1st Quarter of 2010 |
The 1st Quarter of 2009 |
| 1、CASH FLOW FROM OPERATING ACTIVITIES: | ||
| Cash received from sales of goods and rendering of services | 5,760,786,311 | 4,830,692,242 |
| Tax refunding | - | - |
| Other cash received relating to operating activities | 61,061,823 | 68,288,214 |
| Sub-total of cash inflows | 5,821,848,134 | 4,898,980,456 |
| Cash paid for goods and services | 2,122,656,623 | 1,308,671,559 |
| Cash paid to and on behalf of employees | 1,161,935,169 | 856,263,325 |
| Taxes payments | 1,235,347,379 | 1,314,629,447 |
| Other cash paid relating to operating activities | 108,048,125 | 150,371,731 |
| Sub-total of cash outflows | 4,627,987,296 | 3,629,936,062 |
| NET CASH FLOW FROM OPERATING ACTIVITIES | 1,193,860,838 | 1,269,044,394 |
| 2、CASH FLOW FROM INVESTING ACTIVITIES: | ||
| Cash received from recovery of investments | - | - |
| Cash received from return of investments | 68,203,587 | 62,420,879 |
| Net cash received from disposal of fixed assets, intangible assets and other long-term assets |
591,689 | 102,852 |
| Net cash amount received from the disposal of subsidiaries and other business units |
- | - |
| Other cash received relating to investing activities | - | - |
| Sub-total of cash inflows | 68,795,276 | 62,523,731 |
| Cash paid to acquire fixed assets, intangible assets and other long-term assets |
41,571,348 | 172,514,483 |
| Cash paid for investments | - | 593,243,100 |
| Net cash amounts paid by subcompanies and other business units |
- | - |
| Other cash paid relating to investing activities | 287,970,000 | 550,000,000 |
| Sub-total of cash outflows | 329,541,348 | 1,315,757,583 |
| NET CASH FLOW USED IN INVESTING ACTIVITIES | -260,746,072 | -1,253,233,852 |
| 3、CASH FLOW FROM FINANCING ACTIVITIES: | ||
| Cash received from investors | - | - |
| Cash received from borrowings | - | - |
| Cash received relating to other financial activities | - | - |
| Sub–total of cash inflows | - | - |
| Repayments of borrowings | - | - |
| Cash paid for distribution of dividends or profits, or cashpaid for interest expenses |
- | - |
| Other cash payment relating to financial activities | - | - |
| Sub-total of cash outflows | - | **- ** |
| NET CASH FLOW USED IN FINANCING ACTIVITIES | - | **- ** |
| 4、EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
- | - |
| 5、NET INCREASE (DECREASE) ON CASH AND CASH EQUIVALENTS |
933,114,766 | 15,810,542 |
| Add: Cash and cash equivalent, opening | 6,724,043,764 | 8,221,690,516 |
| 6、Cash and cash equivalents, closing | 7,657,158,530 | 8,237,501,058 |
24