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CStone Pharmaceuticals — Interim / Quarterly Report 2019
Mar 27, 2020
50715_rns_2020-03-27_c2e64207-396e-42d7-9fe4-5701592711f8.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.
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 with limited liability) (Stock Code: 1171)
ANNOUNCEMENT OF UNAUDITED ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2019
The board of directors (the “ Board ”) of Yanzhou Coal Mining Company Limited (the “ Company ”) is pleased to announce the unaudited annual results of the Company and its subsidiaries (the “ Group ”) for the year ended 31 December 2019. Due to the reasons explained in the section headed “Review of Unaudited Annual Results”, the auditing process on the annual results of the Group for the year ended 31 December 2019 has not been completed.
- For identification purposes only
1
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the year ended 31 December 2019
| NOTES Gross sales of coal Railway transportation service income Gross sales of electricity power Gross sales of methanol Gross sales of heat supply Gross sales of equipment manufacturing Total revenue Transportation costs of coal Cost of sales and services provided Cost of electricity of power Cost of methanol Cost of heat supply Cost of equipment manufacturing Total cost of sales Gross profit Selling, general and administrative expenses Share of results of associates Share of results of joint ventures Other income and gains Finance costs Profit before tax Income tax expenses 4 Profit for the year |
2019 RMB’000 63,777,065 382,545 583,458 2,863,438 32,859 165,279 67,804,644 (3,763,957) (40,176,591) (498,064) (2,150,962) (20,452) (165,132) (46,775,158) 21,029,486 (8,777,402) 1,710,082 (135,352) 3,911,262 (2,751,234) 14,986,842 (3,160,063) 11,826,779 |
2018 RMB’000 62,428,313 420,303 592,077 3,494,892 34,324 477,195 67,447,104 (3,751,061) (36,177,841) (545,608) (2,298,851) (18,699) (348,506) (43,140,566) 24,306,538 (10,659,581) 1,296,207 238,101 4,362,227 (3,612,394) 15,931,098 (4,608,406) 11,322,692 |
|---|---|---|
2
| NOTES Attributable to: Equity holders of the Company Owners of perpetual capital securities Non-controlling interests – Perpetual capital securities – Other Earnings per share, basic and diluted 6 |
2019 RMB’000 9,388,645 580,181 200,566 1,657,387 11,826,779 RMB1.91 |
2018 RMB’000 8,582,556 607,095 202,733 1,930,308 |
|---|---|---|
| 11,322,692 | ||
| RMB1.75 |
3
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2019
| Profit for the year Other comprehensive (expense) income (after income tax): Items that will not be reclassified subsequently to profit or loss: Fair value change on equity investments at fair value through other comprehensive income (“FVTOCI”) Income tax relating to item that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss: Cash flow hedges: Cash flow hedge amounts recognised in other comprehensive income Reclassification adjustments for amounts transferred to profit or loss (included in revenue) Deferred taxes Share of other comprehensive income of associates Exchange difference arising on translation of foreign operations Other comprehensive income (expense) for the year Total comprehensive income for the year |
2019 RMB’000 11,826,779 (623) 156 (467) 111,593 586,111 (209,311) 488,393 51,339 572,967 1,112,232 12,939,011 |
2018 RMB’000 11,322,692 (148) 37 (111) (1,078,397) 661,151 125,174 (292,072) 158,010 (1,988,952) (2,123,125) 9,199,567 |
|---|---|---|
4
| Total comprehensive income for the year Attributable to: Equity holders of the Company Owners of perpetual capital securities Non-controlling interests – Perpetual capital securities – Other |
2019 RMB’000 12,939,011 10,180,924 580,181 200,566 1,977,340 12,939,011 |
2018 RMB’000 9,199,567 7,148,709 607,095 202,733 1,241,030 |
|---|---|---|
| 9,199,567 |
5
As at 31 December 2019
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| NOTES Current assets Bank balances and cash Pledged term deposits Restricted cash Bills and accounts receivables 7 Long-term receivables – due within one year Royalty receivable Inventories Prepayments and other receivables Prepaid lease payments Derivative financial instruments Assets classified as held for sale Non-current assets Intangible assets Prepaid lease payments Property, plant and equipment Right-of-use assets Construction in progress Prepayments for property, plant and equipment and intangible assets Goodwill Investments in securities Interests in associates Interests in joint ventures Long-term receivables – due after one year Royalty receivable Deposits made on investments Deferred tax assets Total assets |
2019 RMB’000 22,789,951 210,000 4,273,655 7,598,163 1,355,851 120,538 6,007,309 20,339,819 – 36,114 62,731,400 217,644 62,949,044 51,958,569 – 44,995,450 1,739,438 16,288,401 1,860,196 1,655,090 156,720 17,115,439 518,956 8,762,200 1,022,552 117,926 1,635,638 147,826,575 210,775,619 |
2018 RMB’000 27,372,942 1,913,231 3,436,572 9,157,262 1,571,284 134,544 4,068,995 16,873,188 29,718 – |
|---|---|---|
| 64,557,736 272,902 |
||
| 64,830,638 | ||
| 47,868,989 1,275,029 45,296,120 – 10,896,287 1,224,943 1,651,211 162,086 16,023,709 660,221 8,654,642 796,712 117,926 6,545,102 |
||
| 141,172,977 | ||
| 206,003,615 |
6
| NOTES Current liabilities Bills and accounts payables 8 Other payables and accrued expenses Contract liabilities Provision for land subsidence, restoration, rehabilitation and environmental costs Amounts due to Parent Company and its subsidiaries Borrowings – due within one year Long term payables – due within one year Provision Derivative financial instruments Lease liabilities Tax payable Non-current liabilities Borrowings – due after one year Deferred tax liabilities Provision for land subsidence, restoration, rehabilitation and environmental costs Provision Lease liabilities Long term payables – due after one year Total liabilities Capital reserves Share capital Reserves Equity attributable to equity holders of the Company Owners of perpetual capital securities Non-controlling interests – Perpetual capital securities – Others Total liabilities and equity |
2019 RMB’000 19,116,658 26,798,374 2,717,475 50,940 1,093,707 16,207,455 4,070 54,368 148,554 156,852 668,485 67,016,938 49,168,036 3,414,196 1,991,782 1,091,640 328,072 2,416,350 58,410,076 125,427,014 4,912,016 49,207,784 54,119,800 10,311,611 3,417,351 17,499,843 85,348,605 210,775,619 |
2018 RMB’000 12,514,298 20,679,288 2,207,641 2,327,177 929,654 20,069,685 122,388 135,876 1,254 – 613,153 |
|---|---|---|
| 59,600,414 | ||
| 48,608,238 8,008,106 1,425,053 1,187,229 – 129,586 |
||
| 59,358,212 | ||
| 118,958,626 | ||
| 4,912,016 47,165,344 |
||
| 52,077,360 10,316,444 3,417,351 21,233,834 |
||
| 87,044,989 | ||
| 206,003,615 |
7
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2019
1. BASIS OF PREPARATION AND PRESENTATION
These annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company also prepares a set of consolidated financial statements in accordance with the China Accounting Standards for Business Enterprises (“PRC GAAP”).
These consolidated financial statements include applicable disclosures required by the Hong Kong Companies Ordinance and the Rules Governing the Listing of Securities on the SEHK (the “Listing Rules”).
The consolidated financial statements have been prepared on a going concern basis notwithstanding the Group had net current liabilities of approximately RMB4,067,894,000 as at 31 December 2019.
In the opinion of the directors of the Company, the Group should be able to maintain itself as a going concern in the next twelve months from 31 December 2019 by taking into consideration the followings:
-
The directors of the Company anticipate that the Group will generate positive cash flows from its operations; and
-
The undrawn borrowings facilities available for immediate use.
Based on the above, the directors of the Company consider that the Group will have sufficient working capital to meet its financial obligations when they fall due for the next twelve months from 31 December 2019. Accordingly, the directors of the Company are satisfied that it is appropriate to prepare these consolidated financial statements on a going concern basis.
2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
In the current year, the Group has applied IFRS 16 Leases retrospectively with the cumulative effect of initial application as an adjustment to the opening balance of equity, where appropriate, at 1 January 2019. Comparative information has not been restated and continues to be reported under IAS 17 Leases.
On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which arrangements are, or contain, leases. It applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC-4 were not reassessed. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after 1 January 2019.
The Group recognises right-of-use assets and measures them at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
The Group leases certain production equipment that were classified as finance leases under IAS 17. For these finance leases, the carrying amount of the right-of-use asset and the lease liability at 1 January 2019 were determined at the carrying amount of the leased asset and lease liability under IAS 17 immediately before that date. Accordingly, the obligations under finance leases previously included in borrowings are now included within lease liabilities, and the carrying amount of the corresponding leased asset is identified as a right-of-use asset. There is no impact on the opening balance of equity.
8
The following table summarises the impact of transition to IFRS 16 at 1 January 2019. Line items that were not affected by the adjustments have not been included.
| Carrying | ||||
|---|---|---|---|---|
| amount | ||||
| previously | Carrying | |||
| reported at | Impact on | amount as | ||
| 31 December | adoption of | restated at | ||
| 2018 | IFRS 16 | 1 January 2019 | ||
| Notes | RMB’000 | RMB’000 | RMB’000 | |
| Property, plant and equipment | (c) | 45,296,120 | (345,172) | 44,950,948 |
| Right-of-use assets | (a),(b)&(c) | – | 2,002,460 | 2,002,460 |
| Lease liabilities | (a)&(c) | – | (557,854) | (557,854) |
| Prepaid lease payments | (b) | 1,304,747 | (1,304,747) | – |
| Borrowings | (c) | (68,677,923) | 205,313 | (68,472,610) |
Notes:
-
(a) As at 1 January 2019, right-of-use assets in relation to properties leased under operating leases were measured at an amount equal to the lease liability of approximately RMB352,541,000.
-
(b) Prepaid lease payments of approximately RMB1,304,747,000 which represent the upfront payments for leasehold lands in the PRC as at 31 December 2018 was reclassified to right-of-use assets.
-
(c) The obligations under finance leases of approximately RMB205,313,000 previously included in borrowings as at 31 December 2018 are now included within lease liabilities under IFRS 16. The carrying amount of the related assets under finance leases amounting to approximately RMB345,172,000 is reclassified to right-of-use assets.
9
3. SEGMENT INFORMATION
For management purposes, the Group is currently organised into four operating divisions-coal mining, coal railway transportation, methanol, electricity and heat supply and equipment manufacturing. These divisions are the basis on which the Group reports its segment information.
Principal activities are as follows:
| Coal mining | Underground and open-cut mining, preparation and sales of coal and potash |
|---|---|
| mineral exploration | |
| Coal railway transportation | Provision of railway transportation services |
| Methanol, electricity and heat supply | Production and sales of methanol and electricity and related heat supply |
| services | |
| Equipment manufacturing | Manufacturing of comprehensive coal mining and excavating equipment |
Segment revenues and results
Segment information about these businesses is presented below:
For the year ended 31 December 2019
| SEGMENT REVENUE External Inter-segment Total |
Coal mining RMB’000 63,777,065 5,507,545 69,284,610 |
Coal railway transportation RMB’000 382,545 77,103 459,648 |
Methanol, electricity and heat supply RMB’000 3,479,755 429,647 3,909,402 |
Equipment manufacturing RMB’000 165,279 815,176 980,455 |
Eliminations RMB’000 – (6,829,471) (6,829,471) |
Consolidated RMB’000 67,804,644 – |
|---|---|---|---|---|---|---|
| 67,804,644 |
10
For the year ended 31 December 2019
| RESULTS Segment results Unallocated corporate expenses Unallocated corporate income Interest income Share of results of associates Share of results of joint ventures Finance costs Profit before tax Income tax expenses Profit for the year |
Coal mining Coal railway transportation Methanol, electricity and heat supply Equipment manufacturing RMB’000 RMB’000 RMB’000 RMB’000 14,951,626 143,446 568,844 147 – – – – – – – – – – – – 605,155 146,845 16,423 – (135,352) – – – – – – – – – – – – – – – – – – – |
Unallocated RMB’000 – – – – 941,659 – – – – – |
Eliminations RMB’000 – – – – – – – – – – |
Consolidated RMB’000 15,664,063 (3,324,714) 3,024,360 799,637 1,710,082 (135,352) (2,751,234) |
|---|---|---|---|---|
| 14,986,842 (3,160,063) |
||||
| 11,826,779 |
For the year ended 31 December 2018
| SEGMENT REVENUE External Inter-segment Total |
Coal mining RMB’000 62,428,313 5,902,994 68,331,307 |
Coal railway transportation RMB’000 420,303 82,491 502,794 |
Methanol, electricity and heat supply RMB’000 4,121,293 506,440 4,627,733 |
Equipment manufacturing RMB’000 477,195 686,324 1,163,519 |
Eliminations RMB’000 – (7,178,249) (7,178,249) |
Consolidated RMB’000 67,447,104 – |
|---|---|---|---|---|---|---|
| 67,447,104 |
11
For the year ended 31 December 2018
| RESULTS Segment results Unallocated corporate expenses Unallocated corporate income Interest-income Share of results of associates Share of results of joint ventures Finance costs Profit before tax Income tax expenses Profit for the year INCOME TAX EXPENSES Income taxes: Current taxes Deferred taxes |
Coal mining RMB’000 18,588,383 – – – 381,102 238,101 – |
Coal railway transportation RMB’000 160,012 – – – 195,484 – – |
Methanol, electricity and heat supply RMB’000 1,046,315 – – – 54,376 – – |
Equipment manufacturing RMB’000 128,689 – – – – – – |
Unallocated Eliminations Consolidated RMB’000 RMB’000 RMB’000 – – 19,923,399 – – (5,523,706) – – 2,605,533 – – 1,003,958 665,245 – 1,296,207 – – 238,101 – – (3,612,394) 15,931,098 (4,608,406) 11,322,692 Year ended 31 December 2019 2018 RMB’000 RMB’000 2,844,509 3,210,681 315,554 1,397,725 3,160,063 4,608,406 |
|---|---|---|---|---|---|
4. INCOME TAX EXPENSES
12
5. DIVIDEND RECOGNISED AS DISTRIBUTION DURING THE YEAR
| 2019 interim dividend, RMB1.00 per share (2018: 2018 interim dividend, nil) 2018 final dividend, RMB0.54 per share (2018: 2017 final dividend, RMB0.48 per share) |
2019 RMB’000 4,912,016 2,652,489 7,564,505 |
2018 RMB’000 – 2,357,768 |
|---|---|---|
| 2,357,768 |
Pursuant to the annual general meeting held on 25 May 2018, a final dividend of RMB0.48 per share in respect of the year ended 31 December 2017 was approved by the shareholders and paid to the shareholders of the Company.
Pursuant to the annual general meeting held on 24 May 2019, a final dividend of RMB0.54 per share in respect of the year ended 31 December 2018 was approved by the shareholders and paid to the shareholders of the Company.
Pursuant to the extraordinary general meeting held on 1 November 2019, an interim dividend of RMB1.00 per share in respect of the six month ended 30 June 2019 was approved by the shareholders and paid to the shareholders of the Company.
6. EARNINGS PER SHARE
The calculation of the earnings per share attributable to the equity holders of the Company for the years ended 31 December 2019 and 2018 is based on the profit attributable to the equity holders of the Company for the year of approximately RMB9,388,645,000 and RMB8,582,556,000, respectively, and on the weighted average 4,912,016,000 shares in issue during 2019 and 2018.
For the purpose of computation of diluted earnings per share for the year ended 31 December 2019, the Company had taken into consideration the dilutive effects of the share options issued by the Company and shares issuable under share incentive schemes of a non-wholly-owned listed subsidiary (2018: shares issuable under share incentive schemes and subordinated capital notes of a non-wholly-owned listed subsidiary). The diluted earnings per share for the year ended 31 December 2019 and 2018 approximate the basic earnings per share.
7. BILLS AND ACCOUNTS RECEIVABLES
| Accounts receivables Less: impairment loss Bills receivables Less: impairment loss Total bills and accounts receivables, net |
At 31 December 2019 2018 RMB’000 RMB’000 5,015,107 5,128,383 (519,710) (399,830) 4,495,397 4,728,553 3,103,594 4,430,527 (828) (1,818) 7,598,163 9,157,262 |
At 31 December 2019 2018 RMB’000 RMB’000 5,015,107 5,128,383 (519,710) (399,830) 4,495,397 4,728,553 3,103,594 4,430,527 (828) (1,818) 7,598,163 9,157,262 |
|---|---|---|
| 4,728,553 4,430,527 (1,818) |
||
| 9,157,262 |
13
The following is an aged analysis of bills and accounts receivables, net of allowance for impairment, presented based on the invoice dates, which approximates the respective revenue recognition dates, at the end of the reporting period:
| 0-90 days 91-180 days 181-365 days Over 1 year |
At 31 December 2019 2018 RMB’000 RMB’000 4,352,677 5,151,867 1,625,634 1,959,033 1,365,969 1,709,290 253,883 337,072 7,598,163 9,157,262 |
At 31 December 2019 2018 RMB’000 RMB’000 4,352,677 5,151,867 1,625,634 1,959,033 1,365,969 1,709,290 253,883 337,072 7,598,163 9,157,262 |
|---|---|---|
| 9,157,262 |
8. BILLS AND ACCOUNTS PAYABLES
| Accounts payable Bills payable |
At 31 December 2019 2018 RMB’000 RMB’000 10,024,399 9,573,440 9,092,259 2,940,858 19,116,658 12,514,298 |
At 31 December 2019 2018 RMB’000 RMB’000 10,024,399 9,573,440 9,092,259 2,940,858 19,116,658 12,514,298 |
|---|---|---|
| 12,514,298 |
The following is an aged analysis of bills and accounts payable based on the invoice dates at the reporting date:
| 0-90 days 91-180 days 181-365 days Over 1 year |
At 31 December 2019 2018 RMB’000 RMB’000 15,611,872 9,615,259 1,377,383 1,040,167 1,285,558 953,486 841,845 905,386 19,116,658 12,514,298 |
At 31 December 2019 2018 RMB’000 RMB’000 15,611,872 9,615,259 1,377,383 1,040,167 1,285,558 953,486 841,845 905,386 19,116,658 12,514,298 |
|---|---|---|
| 12,514,298 |
14
I. MANAGEMENT DISCUSSION AND ANALYSIS
In 2019, the Group, by seizing policy opportunities of supply-side structural reform and replacement of the old growth drives with new ones in coal industry, has continuously improved the vitality and core competitiveness in various ways, such as optimizing the industrial structure, strengthening lean management, and accelerating changes in operating mechanisms. The coal industry focused on an integrated growth with high efficiency and significant achievements on intelligent coal mine construction. A group of smart fully-mechanized caving workfaces, advanced at home and abroad, was built and put into normal operations. The percentage of high value-added products had been increased continuously through devoting great energy to implementing the win by clean coal strategy. Through continuous improving operation quality and efficiency, the superior production capacity of major coal mines in the Australia base had been fully released, and it will be built into a world-class large-scale energy base with remarkable international competitiveness. The strength of coal resources in Shaanxi-Inner Mongolia base has been converted into economic strength at an accelerated speed, and the base showed a more powerful sustainable growth as its coalmine’s license approvals had been progressed significantly. The two Phase Ⅱ high-end fine chemical projects in this base were successfully constructed and put into a trial production, which will add new cluster and scale effects on the chemical industry. In 2019, the Company invested RMB265 million as R& D funds and saw much accomplished science and technology innovation, and sixty projects on science and technology were completed, and nineteen of them were ranked in the leading position internationally. With implement of the on-going big data project and digital management and control, the Company launched an all-sided digital transformation, and the whole process with shared data for the core businesses had been accomplished. Aiming for a green and low carbon recycling growth, the key technology on household coal-fired clean heating process reached an advanced international level, and the construction of a model project on ecological rehabilitation in the subsidence area was speed up, which set a leading trend in the industry.
15
(I) Business Overview
| Increase/ | |||||
|---|---|---|---|---|---|
| Increase/ | Decrease | ||||
| Unit | 2019 | 2018 | Decrease | (%) | |
| 1. Coal Business | |||||
| Raw coal production volume | kiloton | 106,390 | 105,895 | 495 | 0.47 |
| Salable coal production volume | kiloton | 94,469 | 95,101 | -632 | -0.66 |
| Salable coal sales volume | kiloton | 116,119 | 113,942 | 2,177 | 1.91 |
| 2. Railway Transportation Business | |||||
| Transportation volume | kiloton | 19,256 | 19,879 | -623 | -3.13 |
| 3. Coal Chemicals Business | |||||
| Methanol production volume | kiloton | 1,762 | 1,656 | 106 | 6.40 |
| Methanol sales volume | kiloton | 1,749 | 1,645 | 104 | 6.32 |
| 4. Power Generation Business | |||||
| Power generation | 10,000KWh | 265,307 | 277,533 | -12,226 | -4.41 |
| Electricity sold | 10,000KWh | 161,339 | 171,197 | -9,858 | -5.76 |
Note: There were significant differences between production volumes and sales volumes of power generation business products in the above table, which was mainly due to the fact that related products of the Group are sold externally after satisfying its internal operating requirements.
16
(II) The Operation of Business Segments
1. Coal Business
(1) Coal Production
In 2019, the Group produced 106.39 million tons of raw coal, representing an increase of 0.5 million tons or 0.5% as compared with that of the previous year; produced salable coal of 94.47 million tons, representing a decrease of 0.63 million tons or 0.7% as compared with that of the previous year.
The following table sets out the coal production volume of the Group for the year 2019.
| Increase/ | Increase/ | ||||
|---|---|---|---|---|---|
| 2019 | 2018 | Decrease | Decrease | ||
| (kiloton) | (kiloton) | (kiloton) | (%) | ||
| I. | Raw Coal Production | 106,390 | 105,895 | 495 | 0.47 |
| 1. The Company | 31,189 | 32,482 | -1,293 | -3.98 | |
| 2. Shanxi Neng Hua | 1,722 | 1,730 | -8 | -0.46 | |
| 3. Heze Neng Hua | 2,733 | 3,267 | -534 | -16.35 | |
| 4. Ordos Neng Hua | 13,801 | 14,874 | -1,073 | -7.21 | |
| 5. Haosheng Company | 3,907 | 3,286 | 621 | 18.90 | |
| 6. Yancoal Australia | 46,544 | 43,784 | 2,760 | 6.30 | |
| 7. Yancoal International | 6,494 | 6,472 | 22 | 0.34 | |
| II. | Salable Coal Production | 94,469 | 95,101 | -632 | -0.66 |
| 1. The Company | 31,172 | 32,474 | -1,302 | -4.01 | |
| 2. Shanxi Neng Hua | 1,717 | 1,714 | 3 | 0.18 | |
| 3. Heze Neng Hua | 2,725 | 3,247 | -522 | -16.08 | |
| 4. Ordos Neng Hua | 13,784 | 14,851 | -1,067 | -7.18 | |
| 5. Haosheng Company | 3,907 | 3,286 | 621 | 18.90 | |
| 6. Yancoal Australia | 35,517 | 33,599 | 1,918 | 5.71 | |
| 7. Yancoal International | 5,647 | 5,930 | -283 | -4.77 |
17
(2) Coal Prices and Marketing
In 2019, the Group sold a total of 116.12 million tons of coal, representing an increase of 2.18 million tons or 1.9% as compared with that of the previous year.
In 2019, the Group realized sales income of coal business of RMB63.778 billion, representing an increase of RMB1.350 billion or 2.2% as compared with that of the previous year.
The following table sets out the Group’s coal production and sales by coal types for the year 2019.
| 2019 | 2018 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Production | Sales | Sales | Sales | Production | Sales | Sales | Sales | ||
| Volume | Volume | Price | Income | Volume | Volume | Price | Income | ||
| (kiloton) | (kiloton) | **(RMB/ton) ** | (RMB million) | (kiloton) | (kiloton) | (RMB/ton) | (RMB million) | ||
| 1. | The Company | 31,172 | 31,082 | 625.33 | 19,437 | 32,474 | 32,260 | 599.36 | 19,335 |
| No. 1 clean coal | 1,117 | 1,122 | 936.68 | 1,051 | 792 | 797 | 893.49 | 712 | |
| No. 2 clean coal | 9,382 | 9,469 | 866.53 | 8,205 | 8,626 | 8,684 | 843.44 | 7,325 | |
| No. 3 clean coal | 3,108 | 3,129 | 608.51 | 1,904 | 2,654 | 2,553 | 660.61 | 1,686 | |
| Lump coal | 2,117 | 2,112 | 722.41 | 1,527 | 2,225 | 2,230 | 717.51 | 1,600 | |
| Sub-total of clean coal | 15,724 | 15,832 | 801.29 | 12,687 | 14,297 | 14,264 | 793.83 | 11,323 | |
| Screened raw coal | 15,448 | 15,250 | 442.65 | 6,750 | 18,177 | 17,996 | 445.23 | 8,012 | |
| 2. | Shanxi Neng Hua | 1,717 | 1,681 | 322.56 | 542 | 1,714 | 1,727 | 341.28 | 589 |
| Screened raw coal | 1,717 | 1,681 | 322.56 | 542 | 1,714 | 1,727 | 341.28 | 589 | |
| 3. | Heze Neng Hua | 2,725 | 2,385 | 1,010.20 | 2,409 | 3,247 | 2,880 | 981.70 | 2,828 |
| No. 2 clean coal | 2,172 | 2,080 | 1,104.33 | 2,297 | 2,619 | 2,635 | 1,033.61 | 2,723 | |
| Screened raw coal | 553 | 305 | 367.21 | 112 | 628 | 245 | 424.42 | 105 | |
| 4. | Ordos Neng Hua | 13,784 | 11,546 | 256.11 | 2,957 | 14,851 | 13,776 | 259.98 | 3,582 |
| Screened raw coal | 13,784 | 11,546 | 256.11 | 2,957 | 14,851 | 13,776 | 259.98 | 3,582 | |
| 5. | Haosheng Company | 3,907 | 3,849 | 300.73 | 1,157 | 3,286 | 3,302 | 300.87 | 993 |
| Screened raw coal | 3,907 | 3,849 | 300.73 | 1,157 | 3,286 | 3,302 | 300.87 | 993 | |
| 6. | Yancoal Australia | 35,517 | 35,518 | 548.86 | 19,495 | 33,599 | 33,654 | 623.21 | 20,974 |
| Semi-hard coking coal | 184 | 183 | 847.81 | 155 | 87 | 87 | 828.74 | 72 | |
| Semi-soft coking coal | 2,780 | 2,780 | 823.00 | 2,289 | 2,744 | 2,748 | 869.62 | 2,390 | |
| PCI coal | 2,385 | 2,386 | 844.98 | 2,016 | 2,416 | 2,420 | 866.71 | 2,097 | |
| Thermal coal | 30,168 | 30,169 | 498.37 | 15,035 | 28,352 | 28,399 | 578.00 | 16,415 | |
| 7. | Yancoal International | 5,647 | 5,534 | 376.24 | 2,083 | 5,930 | 6,026 | 405.95 | 2,446 |
| Thermal coal | 5,647 | 5,534 | 376.24 | 2,083 | 5,930 | 6,026 | 405.95 | 2,446 | |
| 8. | Traded coal | – | 24,524 | 640.11 | 15,698 | – | 20,317 | 574.95 | 11,681 |
| 9. | Total for the Group | 94,469 | 116,119 | 549.24 | 63,778 | 95,101 | 113,942 | 547.90 | 62,428 |
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Factors affecting the changes in sales income of coal are analyzed in the following table:
| Impact of | Impact of | |
|---|---|---|
| Changes on | Changes on | |
| Coal Sales | the Sales | |
| Volume | Price of Coal | |
| (RMB million) | (RMB million) | |
| The Company | -705 | 807 |
| Shanxi Neng Hua | -16 | -31 |
| Heze Neng Hua | -487 | 68 |
| Ordos Neng Hua | -580 | -45 |
| Haosheng Company | 165 | -1 |
| Yancoal Australia | 1,162 | -2,641 |
| Yancoal International | -200 | -164 |
| Traded Coal | 2,419 | 1,598 |
The Group’s coal products are mainly sold in markets such as China, Japan, South Korea, Singapore, Australia, etc.
The following table sets out the Group’s coal sales by geographical regions for the year 2019.
| 2019 | 2019 | 2018 | 2018 | ||
|---|---|---|---|---|---|
| Sales Volume | Sales Income | Sales Volume | Sales Income | ||
| **(kiloton) ** | (RMB million) | (kiloton) | (RMB million) | ||
| 1. | China | 82,969 | 46,117 | 77,673 | 41,370 |
| East China | 40,596 | 25,344 | 50,217 | 28,490 | |
| South China | 20,216 | 9,598 | 5,955 | 3,122 | |
| North China | 16,551 | 7,321 | 14,182 | 6,662 | |
| Northwest China | 3,056 | 2,041 | 4,704 | 1,383 | |
| Other regions | 2,550 | 1,813 | 2,615 | 1,713 | |
| 2. | Japan | 9,492 | 6,157 | 7,726 | 6,261 |
| 3. | South Korea | 4,599 | 2,692 | 4,288 | 3,175 |
| 4. | Singapore | 4,607 | 1,840 | 11,030 | 5,622 |
| 5. | Australia | 7,477 | 2,554 | 10,518 | 4,724 |
| 6. | Others | 6,975 | 4,418 | 2,707 | 1,276 |
| 7. | Total for the Group | 116,119 | 63,778 | 113,942 | 62,428 |
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Most of the Group’s coal products were sold to power generation, metallurgy, chemical industries, trade business, etc.
The following table sets out the Group’s coal sales by industries for the year 2019.
| 2019 | 2019 | 2018 | 2018 | ||
|---|---|---|---|---|---|
| Sales Volume | Sales Income | Sales Volume | Sales Income | ||
| **(kiloton) ** | (RMB million) | (kiloton) | (RMB million) | ||
| 1. | Power | 50,245 | 23,562 | 50,978 | 25,631 |
| 2. | Metallurgy | 7,768 | 6,696 | 6,859 | 6,147 |
| 3. | Chemical | 8,701 | 6,802 | 9,406 | 7,347 |
| 4. | Trade business | 48,882 | 26,407 | 46,299 | 23,063 |
| 5. | Others | 523 | 311 | 400 | 240 |
| 6. | Total for the Group | 116,119 | 63,778 | 113,942 | 62,428 |
(3) The Cost of Coal Sales
In 2019, the Group’s cost of coal sales amounted to RMB40.000 billion, representing an increase of RMB3.998 billion or 11.1% as compared with that of the previous year.
The following table sets out the cost of coal sales by business entities.
| Increase/ | Increase/ | |||||
|---|---|---|---|---|---|---|
| Unit | 2019 | 2018 | Decrease | Decrease (%) | ||
| The Company | Total cost of sales | RMB million | 8,961 | 8,752 | 209 | 2.39 |
| Cost of sales per ton | RMB/ton | 287.04 | 270.07 | 16.97 | 6.28 | |
| Shanxi Neng Hua | Total cost of sales | RMB million | 367 | 431 | -64 | -14.85 |
| Cost of sales per ton | RMB/ton | 218.54 | 249.89 | -31.35 | -12.55 | |
| Heze Neng Hua | Total cost of sales | RMB million | 1,394 | 1,523 | -129 | -8.47 |
| Cost of sales per ton | RMB/ton | 529.94 | 466.38 | 63.56 | 13.63 | |
| Ordos Neng Hua | Total cost of sales | RMB million | 2,228 | 2,648 | -420 | -15.86 |
| Cost of sales per ton | RMB/ton | 193.00 | 192.24 | 0.76 | 0.40 | |
| Haosheng Company | Total cost of sales | RMB million | 1,158 | 1,294 | -136 | -10.51 |
| Cost of sales per ton | RMB/ton | 300.83 | 391.97 | -91.14 | -23.25 | |
| Yancoal Australia | Total cost of sales | RMB million | 9,672 | 9,231 | 441 | 4.78 |
| Cost of sales per ton | RMB/ton | 272.32 | 274.30 | -1.98 | –0.72 | |
| Yancoal International | Total cost of sales | RMB million | 1,287 | 1,373 | -86 | -6.26 |
| Cost of sales per ton | RMB/ton | 232.59 | 227.82 | 4.77 | 2.09 | |
| Traded coal | Total cost of sales | RMB million | 15,180 | 11,107 | 4,073 | 36.67 |
| Cost of sales per ton | RMB/ton | 618.99 | 546.71 | 72.28 | 13.22 |
20
The changes for Haosheng Company’s cost of coal sales per ton was mainly due to the fact that ①the decrease of RMB49.84 per ton in term of cost of coal sales per ton as compared with that of the previous year attributable to the increase of the sales volume of saleable coal; ②the decrease of RMB12.38 per ton in term of cost of coal sales per ton as compared with that of the previous year attributable to the reduction in raw materials and other controllable expenditures; ③the decrease of RMB18.65 per ton in term of cost of coal sales as compared with that of the previous year attributable to the optimization of the structure of employees and the reduction of labor expenses.
2. Railway Transportation Business
In 2019, the transportation volume of the Company’s Railway Assets was 19.26 million tons, decreased by 0.62 million tons or 3.1% as compared with that of the previous year. The income from railway transportation business was RMB383 million, representing a decrease of RMB37.757 million or 8.8% as compared with that of the previous year. The cost of railway transportation business was RMB177 million, representing an increase of RMB2,796 thousand or 1.6% as compared with that of the previous year.
3. Coal Chemicals Business
The following table sets out the Group’s methanol business for 2019:
| 1. Yulin Neng Hua 2. Ordos Neng Hua 1. Yulin Neng Hua 2. Ordos Neng Hua |
Methanol Production Volume (kiloton) 2019 2018 Increase/ Decrease (%) 723 706 2.41 1,039 950 9.37 Sales Income (RMB’000) 2019 2018 Increase/ Decrease (%) 1,199,021 1,484,529 -19.23 1,664,417 2,010,362 -17.21 |
Methanol Sales Volume (kiloton) 2019 2018 Increase/ Decrease (%) 721 696 3.59 1,028 949 8.32 Cost of Sales (RMB’000) 2019 2018 Increase/ Decrease (%) 963,059 1,004,898 -4.16 1,187,903 1,293,953 -8.20 |
|---|---|---|
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4. Power Generation Business
The following table sets out the operation of the Group’s power business for the year 2019:
| 1 Hua Ju Energy 2 Yulin Neng Hua 3 Heze Neng Hua 1 Hua Ju Energy 2 Yulin Neng Hua 3 Heze Neng Hua |
Power Generation (10,000KWh) 2019 2018 Increase/ Decrease (%) 82,236 88,502 -7.08 28,020 30,048 -6.75 155,051 158,983 -2.47 Sales Income (RMB’000) 2019 2018 Increase/ Decrease (%) 118,252 112,929 4.71 3,060 5,103 -40.04 462,146 474,045 -2.51 |
Electricity Sold (10,000KWh) 2019 2018 Increase/ Decrease (%) 27,339 28,571 -4.31 1,599 2,720 -41.21 132,401 139,906 -5.36 Cost of Sales (RMB’000) 2019 2018 Increase/ Decrease (%) 111,246 109,904 1.22 7,229 11,210 -35.51 379,588 424,493 -10.58 |
|---|---|---|
Note: During the reporting period, the volume, sales income and cost of the power generated by Yulin Neng Hua decreased significantly, which is mainly due to the fact that the volume of the power sold externally decreased as compared with that of the previous year.
5. Heat Business
Hua Ju Energy generated heat energy of 1,040 thousand steam tons and sold 200 thousand steam tons in 2019, realizing sales income of RMB32.859 million, with cost of sales at RMB20.452 million.
6. Electrical and Mechanical Equipment Manufacturing Business
The sales income from electrical and mechanical equipment manufacturing business for the year 2019 was RMB165 million, with cost of sales at RMB165 million.
7. Equity Investment Business
The return from equity investment business for the year 2019 was RMB1,575 million.
22
Unit: RMB million
(III) Analysis of Main Business
| Increase/ | |||
|---|---|---|---|
| Items | 2019 | 2018 | Decrease (%) |
| Sales income | 67,805 | 67,447 | 0.53 |
| Sales cost | 43,011 | 39,390 | 9.19 |
| Selling, general and administrative expenses | 8,777 | 10,660 | -17.66 |
| Results of associated companies attributable | |||
| to the Company | 1,710 | 1,296 | 31.94 |
| Finance costs | 2,751 | 3,612 | -23.84 |
| Income Tax | 3,160 | 4,608 | -31.42 |
1. Analysis on income and cost
Reasons for changes in sales income: ①the fall of sales price of self-produced coal caused a decrease of RMB1.567 billion in sales income, and the decrease of sales volume of selfproduced coal caused a decrease of RMB1.1 billion in sales income as compared with the same period of the previous year; ②the sales income from traded coal increased by RMB4.017 billion as compared with the same period of the previous year; ③the sales income from coal chemical decreased by RMB631 million as compared with the same period of the previous year;④the sales income from electrical and mechanical equipment manufacturing business decreased by RMB312 million as compared with the same period of the previous year.
Reasons for changes in cost of sales: the cost of traded coal increased by RMB4.073 billion as compared with the same period of the previous year.
23
Main business analysis by industries and regions
Unit: RMB million
Main business by industries
| Increase/ | Increase/ | ||||||
|---|---|---|---|---|---|---|---|
| Decrease in | Decrease in | ||||||
| sales income | cost of sales | ||||||
| as compared | as compared | Increase/Decrease | |||||
| with that of | with that of | in gross profit as | |||||
| Sales | Cost | Gross | the previous | the previous | compared with that | ||
| By | industries/products | Income | of Sales | Profit (%) | year (%) | year (%) | of the previous year |
| 1. | Coal business | 63,778 | 40,000 | 37.28 | 2.16 | 11.10 | Decreased by 5.05 |
| percentage point | |||||||
| Include: self-produced coal | 48,080 | 24,820 | 48.38 | -5.26 | -0.30 | Decreased by 1.76 | |
| percentage point | |||||||
| Traded coal | 15,698 | 15,180 | 3.30 | 34.39 | 36.67 | Decreased by 1.61 | |
| percentage point | |||||||
| 2. | Railway transportation | 383 | 177 | 53.79 | -8.81 | 1.14 | Decreased by 4.54 |
| business | percentage point | ||||||
| 3. | Coal chemicals business | 2,863 | 2,151 | 24.87 | -18.08 | -6.44 | Decreased by 9.35 |
| percentage point | |||||||
| 4. | Power generation business | 583 | 498 | 14.58 | -1.52 | -8.79 | Increased by 6.81 |
| percentage point | |||||||
| 5. | Heat business | 33 | 20 | 39.39 | -2.94 | 5.26 | Decreased by 4.73 |
| percentage point | |||||||
| 6. | Electrical and mechanical | 165 | 165 | 0.00 | -65.48 | -52.72 | Decreased by 26.99 |
| equipment manufacturing | percentage point |
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(IV) Analysis of Assets and Liabilities
1. Assets and Liabilities
Unit: RMB million
| Percentage | ||||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | of increase/ | ||||
| Closing | to total | Closing | to total | decrease | ||
| amount | assets in | amount | assets in | in closing | ||
| Items | of 2019 | 2019(%) | of 2018 | 2018(%) | amount (%) | Notes |
| Inventories | 6,007 | 2.85 | 4,069 | 1.98 | 47,64 | ①Inventory of Shandong Zhongyin |
| International trade Co., Ltd. | ||||||
| (“Zhongyin International Trade”) | ||||||
| increased by RMB585 million; | ||||||
| ②Inventory of Qingdao Vast Lucky | ||||||
| increased by RMB538 million; | ||||||
| ③Inventory of Yankuang Hainan | ||||||
| Intelligent Logistics Co., Ltd | ||||||
| (“Intelligent Logistics”) increased by | ||||||
| RMB421 million. | ||||||
| Prepayments and | 20,340 | 9.65 | 16,873 | 8.19 | 20.55 | The deposits absorbed by Yankuang |
| other receivables | Group Finance Co., Ltd. increased by | |||||
| RMB6.562 billion. | ||||||
| Construction in progress | 16,288 | 7.73 | 10,896 | 5.29 | 49.49 | ①The Phase II coal chemical |
| project of Ordos Neng Hua caused | ||||||
| an increase of RMB2.099 billion in | ||||||
| project under construction;②The | ||||||
| Phase II coal chemical project of | ||||||
| Yulin Neng Hua caused an increase | ||||||
| of RMB1.589 billion in project | ||||||
| under construction;③The mine | ||||||
| construction of Wanfu Coal Mine | ||||||
| caused an increase of RMB756 | ||||||
| million in project under construction. |
25
| Percentage | ||||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | of increase/ | ||||
| Closing | to total | Closing | to total | decrease | ||
| amount | assets in | amount | assets in | in closing | ||
| Items | of 2019 | 2019(%) | of 2018 | 2018(%) | amount (%) | Notes |
| Bills and account payables | 19,117 | 9.07 | 12,514 | 6.07 | 52.76 | Adjustments in the payment policies |
| of subsidiaries resulted in an increase | ||||||
| in bills payable. | ||||||
| Other payables and | 26,798 | 12.71 | 20,679 | 10.04 | 29.59 | The margin deposit receivables from |
| accrued expenses | customers in financing business | |||||
| increased by RMB6.562 billion. | ||||||
| Long-term payables due over | 2,416 | 1.15 | 130 | 0.06 | 1,764.67 | This period confirms that the price of |
| one year | mining rights payable of Haosheng | |||||
| Coal increased. | ||||||
| Non-controlling interests | 17,500 | 8.30 | 21,234 | 10.31 | -17.59 | ①Repayment of industry borrowing |
| fund decreased the non-controlling | ||||||
| interests by RMB8 billion.②Issuance | ||||||
| of capital by Haosheng Company | ||||||
| resulted in an increase in non- | ||||||
| controlling interests by RMB2.797 | ||||||
| billion.③Share of operating results | ||||||
| from Yancoal Australia increased the | ||||||
| non-controlling interests of RMB1.33 | ||||||
| billion. |
2. Capital and Liabilities Ratio
As of 31 December 2019, shareholders’ equity attributable to shareholders of the Company was RMB54,120 billion, total borrowings were RMB65.375 billion, and the capital and liabilities ratio was 120.8%.
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II. 2020 OUTLOOK
In 2020, given the complicated and severe macro-economic environment at home and abroad, Yanzhou Coal will, in line with the deployment “Focus on Main Business, Optimize the Existing Assets and Resources, Increase Production and Quality, Realize Leapfrog Development”, seize and adapt itself to the changes of domestic and foreign economic environment, and take precise operation strategy, so as to secure positive economic benefit and improve operation quality against the downturn in 2020 and maintain a sound and health development.
Focus on main business and optimize industry structure. Adhering to the new development concept, the Company will carry out the “optimization of stocks and incremental leapfrogging”. Highlighting the main coal industry, the Company will choose timing to adjust industries that do not conform to the strategic direction and do not have competitive advantages. Through the acquisition of 10% equity of Moolarben Coal Mine and the divestiture of some non-coal trading companies, the Company will make the leading industries to become better and stronger.
Focus on intensive and efficient production, tamp the incremental foundation of stable production. The Company will speed up the upgrading of industry modernization, consolidate its core competitiveness and sustainability strength, and secure a steady, sound and quality growth. The Company will make full play of coal industry as a core and leading role to create a sound source of benefits and profits. The Headquarters base is to speed up its mine construction in a safe, green, intelligent and efficient way (which is called “four-standard mines”), optimize the organization of continuous production, and ensure stable and efficient production. The Shaanxi and Inner Mongolia base plans to concentrate on regulatory approval obtainment, disaster prevention and control, environmental protection and treatment, strategic cooperation and other key areas to unleash the incremental production capacity to the maximum, increase production and efficiency, and improve quality and efficiency. The Australian base will fully expand the advanced capacity of pillar mines, optimize the allocation of human resources, strictly control the operation cost, and improve the operation quality and economic benefits. The coal chemical industry is to focus on the development of high-end fine chemicals, strengthen the technology research and development, extend the industrial chain, increase the added value of products and the marginal profit, give full play to the advantage of the high-end fine chemical industry cluster, strive for the realization of full capacity and efficient production of the Phase II projects, and turn them into a new supporting point of profit.
27
Tap in-depth potential to improve quality, reduce cost accurately and enhance efficiency. Implement reversed cost management and dynamic control, make overall volume, cost and profit analysis, and maximumly tap potential possibility to reduce cost and increase efficiency. Reduce energy consumption: further implementing the “three major benchmarkings” program to reduce cost and save energy at the very sources, which is to promote the application of green and energy saving technologies and replacing energy-consuming equipment. Reduce material consumption: by adhering to the establishment of an open and transparent procurement system, promote the mode of supermarket consignment sales and manufacturer consigned storage, and strengthen efforts to inventory clearance, so as to realize the coordinated sharing and efficient utilization of goods and materials. Reduce marketing cost: accelerate the establishment of an “integrated” linkage mechanism incorporating production, preparation, marketing and trade, regularly analyze the profit of transportation flow, reasonably allocate resources of transportation flow, thus to reduce marketing cost. Reduce financial cost: optimize the capital structure, explore multiple channels for financing to deliver cost reduction, implement the dual control of asset-liability ratio and interestbearing liability, and minimize financial expenses.
Strengthen intelligent marketing and promote synergies. The Company will take a marketand-customers oriented strategy, stringently focus on clean coal increment, market expansion and products customization to achieve the maximum of economic benefit. In terms of clean coal increment, we will adhere to the strategy of “winning by clean coal”, accelerate technical upgrading and transformation of intelligent coal handling and preparation plants, realize full washing of raw coal, and increase the proportion of clean coal products. In terms of market expansion, we will continue to underpin traditional markets for coal sales, and vigorously explore emerging markets such as gas-refined coal and chemical coal. We will thoroughly implement the strategy of “longterm plus direct-supply” to increase the percentage of direct selling and high-quality customers. In terms of products customization, we will, according to the market demand, give full play to the Company’s advantages of diversified products, strengthen the research and development of new types of coal, implement customized sales, meet the needs of different customers and improve the added value of products.
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III. SIGNIFICANT EVENTS
1. Corporate Governance
The Group has set up a relatively regulated and robust corporate governance system and has abided by the corporate governance principles of transparency, accountability and protection of the rights and interests of all Shareholders.
The Board believes that good corporate governance is important to the operation and development of the Group. The Group, has established reporting mechanism to all Directors so as to ensure Directors are all informed of its business, and believed that the regularly held Board meetings are efficient communication ways for non-executive Directors to have full and open discussion on the Group’s business. The Board regularly reviews corporate governance practices to ensure the Company’s operation is in compliance with the laws, regulations and supervisory rules of the places where the Company is listed, and consistently endeavors to implement a high standard of corporate governance.
The corporate governance rules implemented by the Group include, but not limited to the followings: the Articles of Association, the Rules of Procedures for Shareholders’ General Meeting, the Rules of Procedures for the Board of Directors, the Rules of Procedures for Supervisory Committee, the Detailed Work Policy of the General Manager, the Work Policy of the Independent Directors, the Rules for Disclosure of Information, the Rules for the Approval and the Disclosure of Connected Transactions of the Company, the Rules for the Management of Relationships with Investors, the Management System of Securities Held and Transacted by Directors, Supervisors, Senior Management and Insiders, the Rules for Monitoring and Assessment of the Implementation of the Resolutions of the Board, the Rules for Report by Directors and Supervisors Dispatched by the Company, the Rules for Management of Employees Stationed at Subsidiaries, the Standard of Conduct and Professional Ethics for Senior Employees, the Measures on the Establishment of Internal Control System and the Measures on Overall Risk Management. For the year ended 31 December 2019 and as at the date of this announcement, the corporate governance rules and practices of the Group are compliant with the principles and the code provisions set out in the Corporate Governance Code (the “Code”) contained in the Hong Kong Listing Rules. The Group’s corporate governance performance also meets the requirements of the Code.
The following are the major aspects of the corporate governance practice adopted by the Group that are more stringent than the Code in practice:
- To actively carry forward the development of the special committees to the Board. Besides the requirement to establish the audit committee to the Board, the remuneration committee to the Board and the nomination committee to the Board (the “Nomination Committee”) as set out in the Code, the Company also established the strategy and development committee to the Board. All these committees were entrusted with detailed responsibilities;
29
-
The provisions in the Management System of Securities Held and Transacted by Directors, Supervisors, Senior Management and Insiders, the Standard of Conduct and Professional Ethics of the Senior Employees are more stringent than those of the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”);
-
An internal control system established in accordance with the Guidance on Internal Control for Listed Companies issued by the Shanghai Stock Exchange, General Rules on Internal Control jointly issued by five ministries including the Chinese Ministry of Finance and the provisions under the Code. The standards of the internal control system are more detailed than those of the Code;
2. Repurchase, Sale or Redemption of Listed Securities of the Company
In 2019, the Company or its subsidiaries have made no repurchase, sale or redemption of the listed securities of the Company.
3. Capital Structure
The sources of fund of the Group are mainly from operating fund, bond issuance and bank borrowings, which can satisfy the estimated demand of working capital for its operation and development. As at 31 December 2019, based on the unaudited financial information, the cash and cash equivalents the Group held was RMB22.79 billion, representing a decreased of RMB4.583 billion as compared with that of the opening amount of 2019.
4. Pledged Asset
As at 31 December 2019, based on the unaudited financial information, the Group’s borrowings totaled RMB65.375 billion (unaudited), among which, the borrowings of RMB21.335 billion are secured with pledged asset, representing 32.6% over the total borrowings.
5. Contingent Liability
As at 31 December 2019, based on the unaudited financial data, the Group’s contingent liability caused by guarantees is RMB4,497 million, increased by RMB275 million as compared with that of the opening amount of 2019.
30
6. Dividend
The cash dividend policy stipulated in the “Articles of Association” is: When the Company distributes the after-tax profit of the relevant accounting year, it uses two kinds of financial statements (financial statements prepared in accordance with Chinese Accounting Standards, and financial statements prepared in accordance with international or overseas listing accounting standards). The lower after-tax profit shall prevail. The Company can use cash, stocks or a combination of cash and stocks to distribute profits. When cash dividend conditions are met, cash dividends take precedence over stock dividends. When the Company distributes the profit after tax for the current year, it shall withdraw 10% of the profit and include it in the Company’s statutory reserve fund. If the accumulated amount of the Company’s statutory reserve fund is more than 50% of the Company’s registered capital, it may no longer be withdrawn. The Company distributes the final dividend once a year, and the general meeting of shareholders approves the Board of Directors to distribute the final dividend through ordinary resolutions; after review and approval by the Board of Directors and the general meeting of shareholders, the Company may distribute interim cash dividends. The accounting period for the Company to distribute cash dividends shall be no less than six months. Under the premise of ensuring the Company’s sustainable development, the Company’s profit for the current year and the accumulated undistributed profit being positive, except for major investment plans or significant cash needs, the Company’s total cash dividends distributed in the accounting year should be deducted from the Company’s current year, which is approximately 35% of the net profit after statutory reserves. When the Company is operating well, and the Board of Directors believes that the Company’s stock price does not match the Company’s share capital, and the distribution of stock dividends is beneficial to the overall interests of all shareholders of the Company and other necessary situations, it can use the form of stocks for profit distribution.
The Company will formulate the 2019 profit distribution plan in accordance with the aforesaid cash dividend policy and the Company’s actual operation. Then, the Company will submit it to the relevant board meeting for consideration. The Company will disclose the latest information on profit distribution in a timely manner in accordance with applicable laws and regulations, the listing rules of the listing place and the actual operation of the Company.
Review of the Unaudited Annual Results
Due to travel restrictions imposed in Mainland China in response to the COVID-19 epidemic, the auditing process of the annual results of the Group for the year ended 31 December 2019 has not been completed. The unaudited results contained in this announcement have not been agreed by the Company’s auditor’s as required under Rule 13.49 (2) of the Hong Kong Listing Rules. Upon completion of the auditing process, the Company will publish the relevant audited results.
The unaudited annual results set out in this announcement have been reviewed by the Audit Committee.
31
Publication of Further Announcement, the Final Results and Annual Report
The unaudited annual results announcement is published on the website of the Stock Exchange (http://www. hkex.com.hk) and the website of the Company (http://www.yanzhoucoal.com.cn),
Following the completion of the auditing process, the Company will issue further announcement(s) in relation to: (i) the material differences between the audited results for the year ended 31 December 2019 agreed by the auditor of the Company and the unaudited annual results contained in this announcement (if any); (ii)the proposed date of the annual general meeting; (iii)book closure period of ordinary shares of the Company to determine Shareholders’ eligibility to attend the annual general meeting and to vote (and proposed arrangements for distribution of dividends, if any). In addition, if there are other significant development in the completion the auditing process, the Company will issue further announcements if and when necessary. The Company expects that the audit process will be completed around April 22.
The 2019 annual report will be published on the websites of the Stock Exchange and the Company and also be dispatched to the Shareholders in due course.
The financial information contained in this announcement in respect of the annual results of the Group has not been audited and have not been agreed with the auditors. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.
DEFINITIONS
In this announcement, unless otherwise defined, the capitalized terms have the following meaning:
-
“Yanzhou Coal”, “Company” Yanzhou Coal Mining Company Limited, a joint stock limited company or “the Company” incorporated under the laws of the PRC in 1997 and the H Shares and A Shares of which are traded on the HKEX and the Shanghai Stock Exchange, respectively;
-
“Group” or “the Group” The Company and its subsidiaries
“Yulin Neng Hua” Yanzhou Coal Yulin Neng Hua Company Limited, a company with limited liability incorporated under the laws of the PRC in 2004 and a wholly-owned subsidiary of the Company, which is mainly engaged in the production and operation of the methanol project in Shaanxi Province;
“Heze Neng Hua” Yanmei Heze Neng Hua Company Limited, a company with limited liability incorporated under the laws of the PRC in 2004 and a 98.33% owned subsidiary of the Company, which is mainly engaged in the development and operation of coal resources and electric power business in Juye coal field, Heze city, Shandong Province;
32
-
“Shanxi Neng Hua” Yanzhou Coal Shanxi Neng Hua Company Limited, a company with limited liability incorporated under the laws of the PRC in 2002 and a wholly-owned subsidiary of the Company, which is mainly engaged in the management of the investment projects in Shanxi Province by the Company;
-
“Hua Ju Energy” Shandong Hua Ju Energy Company Limited, a joint stock limited company incorporated under the laws of the PRC in 2002 and a 95.14% owned subsidiary of the Company, which is mainly engaged in the thermal power generation with gauge and slurry and heating supply business;
-
“Ordos Neng Hua” Yanzhou Coal Ordos Neng Hua Company Limited, a company with limited liability incorporated under the laws of the PRC in 2009 and a wholly-owned subsidiary of the Company, which is mainly engaged in the development and operation of coal resources and coal chemical projects of the Company in the Inner Mongolia Autonomous Region;
-
“Haosheng Company” Inner Mongolia Haosheng Coal Mining Company Limited, a company with limited liability incorporated under the laws of the PRC in 2010 and a 59.38% owned subsidiary of the Company, which is mainly engaged in the production and operation of Shilawusu coal mine in Ordos, Inner Mongolia Autonomous Region;
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“Yancoal Australia” Yancoal Australia Limited, a company with limited liability incorporated under the laws of Australia in 2004 and a 62.26% owned subsidiary of the Company, the shares of which are traded on the Australian Securities Exchange and the Hong Kong Securities Exchange respectively;
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“Yancoal International” Yancoal International (Holding) Company Limited, a company with limited liability incorporated under the laws of Hong Kong in 2011 and a wholly-owned subsidiary of the Company;
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“Railway Assets” The railway assets specifically used for coal transportation of the Company, which are located in Jining City, Shandong Province;
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“PRC” The People’s Republic of China;
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“Hong Kong” The Hong Kong Special Administrative Region of the PRC;
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“CASs” or “ASBEs” Accounting Standards for Business Enterprises and the relevant regulations and explanations issued by the Ministry of Finance of the PRC;
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“Hong Kong Listing Rules”
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong;
“Shanghai Stock Exchange” The Shanghai Stock Exchange; “Articles” The articles of association of the Company; “Shareholders” The shareholders of the Company; “Directors” The directors of the Company; “Board” The board of directors of the Company; “RMB” Renminbi, the lawful currency of the PRC, unless otherwise specified;
By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman
Zoucheng, Shandong Province, the PRC 27 March 2020
As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Li Wei, Mr. Wu Xiangqian, Mr. Liu Jian, Mr. Guo Dechun, Mr. Zhao Qingchun and Mr. Guo Jun, and the independent non-executive directors of the Company are Mr. Kong Xiangguo, Mr. Cai Chang, Mr. Poon Chiu Kwok and Mr. Qi Anbang.
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