AI assistant
CStone Pharmaceuticals — Interim / Quarterly Report 2022
Aug 26, 2022
50715_rns_2022-08-26_c416cc39-f201-4fc8-af0f-f5b44ebb0e50.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
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.
==> picture [48 x 52] intentionally omitted <==
兗礦能源集團股份有限公司 YANKUANG ENERGY GROUP COMPANY LIMITED *
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 01171)
ANNOUNCEMENT ON INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2022
The board of directors (the “ Board ”) of Yankuang Energy Group Company Limited (the “ Company* ”) is pleased to announce the unaudited interim results of the Company and its subsidiaries for the six months ended 30 June 2022. The interim results have been reviewed by the audit committee of the Board.
This announcement, containing the full text of the 2022 Interim Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcements of interim results.
The 2022 interim results of the Company is available for viewing on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and of the Company at www.yanzhoucoal.com.cn.
By order of the Board Yankuang Energy Group Company Limited Chairman of the Board Li Wei*
Zoucheng, Shandong Province, the PRC 26 August 2022
As at the date of this announcement, the Directors of the Company are Mr. Li Wei, Mr. Liu Jian, Mr. Xiao Yaomeng, Mr. Zhu Qingrui, Mr. Zhao Qingchun and Mr. Huang Xiaolong, and the independent non-executive Directors of the Company are Mr. Tian Hui, Mr. Zhu Limin, Mr. Cai Chang, and Mr. Poon Chiu Kwok.
- For identification purpose only
CHAPTER 1 DEFINITION
In this interim report, unless the context requires otherwise, the following expressions have the following meanings:
DEFINITIONS
| “Yankuang Energy”, “Company” or | means | Yankuang Energy Group Company Limited*, a joint stock limited |
|---|---|---|
| “the Company” | company incorporated under the laws of the PRC in 1997 and the | |
| H Shares and A Shares of which are listed on the Hong Kong Stock | ||
| Exchange and the Shanghai Stock Exchange, respectively; | ||
| “Group” or “the Group” | means | The Company and its subsidiaries; |
| “Shandong Energy” or | means | Shandong Energy Group Co., Ltd, a company with limited liability |
| “the Controlling Shareholder” | reformed and established under the laws of the PRC in 1996, being the | |
| controlling shareholder of the Company directly and indirectly holding | ||
| 54.92% of the total share capital of the Company as at the end of the | ||
| reporting period; | ||
| “Heze Neng Hua” | means | Yanmei Heze Neng Hua Company Limited, a company with limited liability |
| incorporated under the laws of the PRC in 2002 and a 98.33% owned | ||
| subsidiary of the Company as at the end of the reporting period, which is | ||
| mainly engaged in the development and operation of coal resources and | ||
| electric power business in Juye coalfield, Heze City, Shandong Province; | ||
| “Yulin Neng Hua” | means | 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 chemical project in Shaanxi Province; | ||
| “Shanxi Neng Hua” | means | Yanzhou Coal Shanxi Neng Hua Company Limited, a company with |
| limited liability incorporated under the laws of the PRC in 2003 and a | ||
| wholly-owned subsidiary of the Company, which is mainly engaged in the | ||
| management of projects invested in Shanxi Province by the Company; | ||
| “Ordos Company” | means | Yankuang Energy (Ordos) Company Limited (former Yanzhou Coal |
| Ordos Company Company Limited, renamed as “Yankuang Energy | ||
| (Ordos) Company Limited in June 2022), 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; |
1
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 1 DEFINITION – CONTINUED
| “Haosheng Company” | means | 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 as at the end of the reporting | ||
| period, which is mainly engaged in the production and operation of | ||
| Shilawusu coal mine in Ordos, Inner Mongolia Autonomous Region; | ||
| “Inner Mongolia Mining” | means | Inner Mongolia Mining (Group) Co., Ltd., a company with limited liability |
| incorporated under the laws of the PRC in September 2013 and a 51% | ||
| owned subsidiary of the Company as at the end of the reporting period, | ||
| which is mainly engaged in the investment and management of mineral | ||
| resources, coal mining and preparation, mineral products sales, import | ||
| and export and other businesses; | ||
| “Future Energy” | means | Shaanxi Future Energy Chemicals Co., Ltd., a company with limited |
| liability incorporated under the laws of the PRC in 2011, is a 73.97% | ||
| owned subsidiary of the documents Company as at the end of the | ||
| reporting period, which is mainly engaged in R&D, production and sales | ||
| of chemical products; | ||
| “Lunan Chemicals” | means | Yankuang Lunan Chemicals Co., Ltd., a company with limited liability |
| incorporated under the laws of the PRC in 2007 and a wholly-owned | ||
| subsidiary of the Company, which is mainly engaged in the development, | ||
| production and sales of chemical products, etc.; | ||
| “Donghua Heavy Industry” | means | Yankuang Donghua Heavy Industry Co., Ltd., a company with limited |
| liability incorporated under the laws of the PRC in 2013 and a wholly- | ||
| owned subsidiary of the Company, which is mainly engaged in the | ||
| design, manufacture, installation, repair and maintenance of mining | ||
| equipment, electromechanical equipment and parts; | ||
| “Zhongyin Financial Leasing” | means | Zhongyin Financial Leasing Company Limited, a company with limited |
| liability incorporated under the laws of the PRC in 2014 and a wholly- | ||
| owned subsidiary of the Company, which is mainly engaged in the | ||
| financial leasing, leasing, leasing trade consultation and guarantees, | ||
| commercial factoring related to main business, etc.; | ||
| “Yankuang Finance Company” | means | Yankuang Group Finance Co., Ltd., a company with limited liability |
| incorporated under the laws of the PRC in 2010 and a 95% owned | ||
| subsidiary of the Company as at the end of the reporting period; |
2
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 1 DEFINITION – CONTINUED
| “Yancoal Australia” | means | 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 as at the end of the reporting period, the shares of | ||
| which are traded on the Australian Securities Exchange and the HKEX | ||
| respectively; | ||
| “Yancoal International” | means | 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; | ||
| “Yancoal International Resources” | means | Yancoal International Resources Development Company Limited, a |
| company with limited liability incorporated under the laws of Hong Kong | ||
| in 2011 and a wholly-owned subsidiary of Yancoal International; | ||
| “H Shares” | means | Overseas listed foreign invested shares in the ordinary share capital of the |
| Company, with nominal value of RMB1.00 each, which are listed on the | ||
| HKEX; | ||
| “A Shares” | means | Domestic shares in the ordinary share capital of the Company, with |
| nominal value of RMB1.00 each, which are listed on the Shanghai Stock | ||
| Exchange; | ||
| “PRC” | means | The People’s Republic of China; |
| “Hong Kong” | means | The Hong Kong Special Administrative Region of the PRC; |
| “CASs” or “ASBEs” | means | Accounting Standards for Business Enterprises and the relevant |
| regulations and explanations issued by the Ministry of Finance of the | ||
| PRC; | ||
| “IFRS” | means | International Financial Reporting Standards issued by the International |
| Accounting Standards Board; | ||
| “CSRC” | means | China Securities Regulatory Commission; |
| “Hong Kong Listing Rules” | means | The Rules Governing the Listing of Securities on The Stock Exchange of |
| Hong Kong Limited; | ||
| “HKEX” or “Hong Kong Stock | means | The Stock Exchange of Hong Kong Limited; |
| Exchange” |
Yankuang Energy Group Company Limited Interim Report 2022 3
CHAPTER 1 DEFINITION – CONTINUED
| “Shanghai Stock Exchange” | means | The Shanghai Stock Exchange; |
|---|---|---|
| “Company Law” | means | Company Law of the PRC; |
| “Securities Law” | means | Securities Law of the PRC; |
| “Articles” | means | The Articles of Association of the Company; |
| “Shareholders” | means | The shareholders of the Company; |
| “Directors” | means | The directors of the Company; |
| “Board” | means | The board of directors of the Company; |
| “Supervisors” | means | The supervisors of the Company; |
| “Supervisory Committee” | means | The Supervisory Committee of the Company |
| “RMB” | means | Renminbi, the lawful currency of the PRC, unless otherwise specified; |
| “AUD” | means | Australian dollars, the lawful currency of Australia; |
| “USD” | means | United States dollars, the lawful currency of the United States; |
| “HKD” | means | Hong Kong dollars, the lawful currency of Hong Kong. |
4 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 2 COMPANY INFORMATION AND MAJOR FINANCIAL INDICATORS
I. INFORMATION OF THE COMPANY
Statutory Chinese Name: 兖礦能源集团股份有限公司 Abbreviation of Chinese Name: 兖礦能源 Statutory English Name: Yankuang Energy Group Company Limited* Abbreviation of English Name: YANKUANG ENERGY Legal Representative: Li Wei Authorized Representatives of HKEX: Zhao Qingchun, Huang Xiaolong
- For identification purpose only
II. CONTACT DETAILS
Secretary to the Board
Securities Representative of Shanghai Stock Exchange:
Name: Huang Xiaolong Shang Xiaoyu Address: Secretary Office to the Board, Secretary Office to the Board, 949 Fushan South Road, Zoucheng City, 949 Fushan South Road, Zoucheng City, Shandong Province, PRC Shandong Province, PRC Tel: (86 537) 538 2319 (86 537) 539 2377 Fax: (86 537) 538 3311 (86 537) 538 3311 E-mail: [email protected] [email protected]
III. GENERAL INFORMATION
Registered Address: 949 Fushan South Road, Zoucheng City, Shandong Province, PRC Office Address: 949 Fushan South Road Zoucheng City, Shandong Province, the PRC Postal Code: 273500 Official Website: http://www.yanzhoucoal.com.cn E-mail Address: [email protected]
5
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 2 COMPANY INFORMATION AND MAJOR FINANCIAL INDICATORS – CONTINUED
IV. INFORMATION DISCLOSURE AND PLACE FOR DOCUMENT INSPECTION
Newspapers for information disclosure in the PRC: Website designated by the CSRC for publishing interim report: The interim report is available at:
China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily
Website for publishing A Shares interim report: http://www.sse.com.cn Website for publishing H Shares interim report: http://www.hkexnews.hk Secretary Office to the Board of Yankuang Energy Group Company Limited, 949 Fushan South Road, Zoucheng City, Shandong, the PRC.
V. CORPORATE STOCKS
Stock type Place of Listing A Share Shanghai Stock Exchange H Share HKEX
Stock Abbreviation Stock Code Yankuang Energy 600188 YANKUANG ENERGY 01171
VI. OTHER INFORMATION
Certified Public Accountants (A Shares) Name:
Shine Wing Certified Public Accountants (special general partnership)
Office Address: 9/F, Block A, Fuhua Mansion, 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC Certified Public Accountants (H Shares) Name: SHINEWING (HK) CPA Limited Office Address: 17/F, Chubb Tower, Windsor House, 311 Gloucester Road, Causeway Bay, Hong Kong
6 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 2 COMPANY INFORMATION AND MAJOR FINANCIAL INDICATORS – CONTINUED
VII. MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS
(Prepared in accordance with the IFRS)
(I) Operating Results
For the six months ended 30 June
| Changes as | ||||
|---|---|---|---|---|
| compared | For the | |||
| with the | year ended | |||
| corresponding | 31 December | |||
| 2022 | 2021 | period of the | 2021 | |
| (RMB’000) | (RMB’000) | previous year | (RMB’000) | |
| (unaudited) | (unaudited) | (%) | (audited) | |
| Sales income | 75,275,358 | 42,673,504 | 76.40 | 108,615,647 |
| Gross profit | 36,108,340 | 12,992,234 | 177.92 | 39,935,159 |
| Financing cost | -2,341,181 | -2,384,168 | – | -5,319,334 |
| Income before income tax | 30,259,117 | 7,987,299 | 278.84 | 24,288,809 |
| Net income attributable to equity holders of | ||||
| the Company for the reporting period | 18,453,733 | 6,277,804 | 193.95 | 16,941,435 |
| Earnings per Share | RMB3.78 | RMB1.29 | 193.39 | RMB3.48 |
Notes:
-
① The Company consolidated the financial statements of Yankuang Railway Logistics Co., Ltd. during the reporting period.
-
② During the reporting period, the Company completed the grant registration of the Restricted A Share Incentive Scheme for 2021 and granted 61,740,000 restricted shares to the participants successfully. A total of 12,779,580 shares were exercised during the second option exercising period under the Company’s 2018 A Share Incentive Scheme and the total share capital of the Company increased to 4,948,703,640 shares. The earnings per share and other indicators were calculated based on weighted number of issued ordinary shares.
7
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 2 COMPANY INFORMATION AND MAJOR FINANCIAL INDICATORS – CONTINUED
(II) Assets and Liabilities
| As at | |||
|---|---|---|---|
| As at 30 June | 31 December | ||
| 2022 | 2021 | 2021 | |
| (RMB’000) | (RMB’000) | (RMB’000) | |
| (unaudited) | (unaudited) | (audited) | |
| Current assets | 105,026,498 | 69,219,987 | 88,952,198 |
| Current liabilities | 89,539,746 | 103,825,290 | 96,281,482 |
| Total assets | 315,331,537 | 283,133,249 | 301,959,007 |
| Equity attributable to shareholders of the Company | 77,495,823 | 59,269,350 | 68,657,660 |
| Net assets value per share | RMB15.66 | RMB12.16 | RMB14.09 |
| Return on net assets (%) | 23.81 | 10.59 | 24.68 |
(III) Summary of Cash Flow Statement
| For the six months ended | For the six months ended | 30 June | ||
|---|---|---|---|---|
| Changes as | ||||
| compared | For the | |||
| with the | year ended | |||
| corresponding | 31 December | |||
| 2022 | 2021 | period of the | 2021 | |
| (RMB’000) | (RMB’000) | previous year | (RMB’000) | |
| (unaudited) | (unaudited) | (%) | (audited) | |
| Net cash flow from operating activities | 25,112,369 | 5,268,317 | 376,67 | 29,815,724 |
| Net increase (decrease) in cash and cash | ||||
| equivalents | 9,772,476 | 4,718,003 | 107.13 | 23,316,286 |
| Net cash flow per share from operating | ||||
| activities | RMB5.14 | RMB1.08 | 375.75 | RMB6.12 |
8 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS
- I. ILLUSTRATION ON MAIN BUSINESS AND RELATIVE INDUSTRY OF THE COMPANY DURING THE REPORTING PERIOD
(I) Main Business and Mode of Operation
1. Coal business
The Company is one of the main coal producers, suppliers and traders in China and Australia. Its main products include thermal coal, PCI coal and coking coal applicable to electric power, metallurgy and chemical industry, etc., which are mostly sold to East China, North China, Central China, South China, Northwest China and other regions of China, as well as Japan, South Korea, Thailand, Vietnam, Australia and other countries.
2. Coal chemical business
The Company’s coal chemical business is mainly distributed in Shandong Province, Shaanxi Province and Inner Mongolia Autonomous Region. The main products include methanol, acetic acid, ethyl acetate, polyformaldehyde, crude liquid wax etc., which are mostly sold to North China, East China, Northwest China and other regions.
(II) Market Presence
Yankuang Energy is an international large-scale energy enterprise based on coal production and integrated with coal deep processing and comprehensive utilization. It is the largest coal producer in East China and a Chinese leading thermal coal and coking coal producer. Yancoal Australia, a controlled subsidiary of the Company, is the largest pure coal producer in Australia. The Group owns several complete chemical industrial chains, including coal gasification and coal liquefaction, and also owns the biggest individual coal liquefaction unit in China. Besides, it is the only enterprise in China that masters both low-temperature FT synthesis and high-temperature FT synthesis technology with its production capacity of acetic acid ranking the third and polyformaldehyde ranking the second respectively in China.
(III) Industry Overview
For the first half of 2022, Chinese coal industry has further carried out dual tasks of energy supply assurance and green transformation, and priorities were given to promote industry structure optimization and upgrading. Meanwhile, advantageous coal production capacity was unleashed and coal industry supply capability was consolidated as a result. Subject to intricate status quo of international energy supply and demand and constraints from tightened safety and environmental protection governance, the coal supply and demand maintain a momentum of tight balance, with coal price hovers in the medium and high range. The coal chemical industry is favourable in overall trend by taking advantage of the steady growth policy and etc. However, due to the rise of raw materials and weaker downstream demand, product prices fluctuate significantly.
9
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
II. CORE COMPETITIVENESS ANALYSIS DURING THE REPORTING PERIOD
In the first half of 2022, the Group comprehensively practiced the new development concept, scientifically responded to the complex economic environment, actively seized market and policy opportunities, further implemented lean management and fully unleashed incremental value generation potentials. As a result, the core competitiveness, value generating capability and sustainability of the Company have been comprehensively enhanced. Great efforts have been made to promote intelligent and high-efficient transformation of the mining industry. A batch of intelligent mining work faces have been newly built and remarkable achievements have been secured in the construction of intelligent mines. By implementing the “clean coal + tailored coal” strategy, the Company has steadily increased the proportion of high value-added products. In Shaanxi-Inner Mongolia base, Jinjitan coal mine and Yingpanhao coal mine have obtained mining licenses, where the resources advantages are being transformed into economic advantages in an accelerated pace.
The Australian base has witnessed the continuous improvement of operation quality and economic benefits. With Yancoal Australia having recovered all its investment in acquiring Coal & Allied, the resource and market synergy between China and Australia have been fully released. In terms of the chemical industry, the Group has accelerated extending its industry chain to the high-end value ones. Lunan Chemicals’ caprolactam has been applied in highspeed spinning of the polyester industry, and its paraformaldehyde products are rated as the first-class in the domestic market. Future Energy’s 115 ℃ refined Fischer-Tropsch wax successfully has entered the international high-end market. In terms of the new energy industry, the Group has launched the construction of distributed photovoltaic project, and implemented a batch of innovative R&D projects in energy storage where the technology and resource advantages are being efficiently accumulated. For the high-end equipment manufacturing industry, the Group has started the construction of the intelligent manufacturing park and successfully established a domestic leading manufacturing base for 8 types of core products. The self-developed 50000KN hydraulic support is known to have the largest loading capacity and the most complete functions across China. The equipment manufacturing has been advancing towards the high-end market. By establishing platforms and integrating resources, the Group has formed a “five in one” development model for its smart logistics industry, which integrates railroad, highway, ports, aviation, industrial parks and platforms. As a result, a highly efficient and synergized modern logistics system are being established in an accelerated pace.
10 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
III. MANAGEMENT DISCUSSION AND ANALYSIS
Main Business
| Six months | Six months | |||
|---|---|---|---|---|
| ended 30 | ended 30 | Increase/ | Increase/ | |
| Item | June 2022 | June 2021 | Decrease | Decrease (%) |
| 1. Coal Business (kiloton) | ||||
| Saleable coal production volume | 50,638 | 50,969 | -331 | -0.65 |
| Saleable coal sales volume | 53,068 | 50,914 | 2,154 | 4.23 |
| 2. Coal Chemicals Business (kiloton) | ||||
| Production volume of Chemical products | 3,133 | 3,022 | 111 | 3.66 |
| Sales volume of chemical products | 2,915 | 2,687 | 228 | 8.49 |
| 3. Power Generation Business (10,000KWh) | ||||
| Electricity generated | 382,644 | 360,284 | 22,360 | 6.21 |
| Electricity sold | 322,604 | 301,241 | 21,363 | 7.09 |
Note: The data in above table for this reporting period and the corresponding reporting period for comparison are rounded off, while the increase or decrease percentage are based on original data before rounding off.
Significant Changes in the Company’s Operation during the Reporting Period, or Matters had or Expected to have Significant Influence on the Company’s Business Operation during the Reporting Period
Not applicable.
IV. MAIN BUSINESS DURING THE REPORTING PERIOD
(I) The Operation of Business Segments
-
Coal Business
-
(1) Coal Production
During the first half of 2022, the Group produced 50.64 million tons of salable coal, representing a decrease of 0.33 million tons or 0.7% as compared with the corresponding period of last year.
11
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
The following table sets out the salable coal production volume of the Group for the first half of 2022:
Unit: kiloton
| For the six | For the six | |||
|---|---|---|---|---|
| months ended | months ended | Increase/ | Increase/ | |
| Item | 30 June 2022 | 30 June 2021 | Decrease | Decrease(%) |
| The Company | 13,239 | 12,013 | 1,226 | 10.20 |
| Heze Neng Hua | 984 | 1,181 | -196 | -16.63 |
| Shanxi Neng Hua | 607 | 631 | -24 | -3.83 |
| Future Energy | 8,532 | 8,456 | 76 | 0.90 |
| Ordos Company | 6,060 | 6,418 | -358 | -5.57 |
| Haosheng Company① | 1,156 | 1,748 | -592 | -33.87 |
| Inner Mongolia Mining② | 2,005 | 519 | 1,486 | 286.65 |
| Yancoal Australia | 15,549 | 17,512 | -1,964 | -11.21 |
| Yancoal International | 2,506 | 2,492 | 14 | 0.58 |
| Total | 50,638 | 50,969 | -331 | -0.65 |
Notes:
-
① The saleable coal production of Haosheng Company decreased as compared with the corresponding period of the previous year, which was mainly due to the constraints of safety and environmental protection policy, causing the production during the reporting period decreased as compared with the corresponding period of the previous year.
-
② The saleable coal production of Inner Mongolia Mining increased as compared with the corresponding period of the previous year was mainly because the production capacity of Yingpanhao Coal Mine has gradually increased ever since its trial production phase in March 2022.
(2) Coal prices and sales
The sales volume of coal for the first half of 2022 was 53.07 million tons, representing an increase of 2.15 million tons or 4.2% as compared with the corresponding period of the previous year. Among which, the sales of self-produced coal was 46.84 million tons, representing 46.8% of 2022 sales plan of self-produced coal.
The sales income of coal business of the Group for the first half of 2022 was RMB61.282 billion, representing an increase of RMB30.328 billion or 98% as compared with the same period of the previous year.
12 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
The following table sets out the Group’s production and sales of saleable coal by coal types for the first half of 2022:
| For the six months | For the six months | ended 30 June 2022 | For the six months | For the six months | ended 30 June 2021 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Production | Sales | Sales | Production | Sales | Sales | ||||
| volume | volume | Sales price | income | volume | volume | Sales price | income | ||
| (RMB | (million | (RMB | (million | ||||||
| (kiloton) | (kiloton) | per ton) | RMB) | (kiloton) | (kiloton) | per ton) | RMB) | ||
| 1. | The Company | 13,239 | 13,569 | 1,154.54 | 15,666 | 12,013 | 10,571 | 695.75 | 7,355 |
| No.1 clean coal | 424 | 453 | 1,752.21 | 793 | 388 | 389 | 893.95 | 348 | |
| No.2 clean coal | 4,007 | 4,173 | 1,695.22 | 7,075 | 3,877 | 3,518 | 953.55 | 3,355 | |
| No.3 clean coal | 1,442 | 2,733 | 1,403.85 | 3,836 | 1,718 | 1,539 | 815.68 | 1,255 | |
| Lump coal | – | – | – | – | 10 | 8 | 771.65 | 7 | |
| Sub-total of clean coal | 5,872 | 7,359 | 1,590.52 | 11,704 | 5,993 | 5,454 | 910.12 | 4,964 | |
| Screened raw coal | 7,366 | 6,210 | 637.94 | 3,962 | 6,020 | 5,116 | 467.23 | 2,391 | |
| 2. | Heze Neng Hua | 984 | 823 | 1,996.26 | 1,643 | 1,181 | 777 | 1,177.72 | 915 |
| No.2 clean coal | 823 | 823 | 1,996.26 | 1,643 | 1,000 | 777 | 1,177.72 | 915 | |
| Screened raw coal | 162 | – | – | – | 180 | – | – | – | |
| 3. | Shanxi Neng Hua | 607 | 605 | 580.72 | 351 | 631 | 627 | 388.65 | 244 |
| Screened raw coal | 607 | 605 | 580.72 | 351 | 631 | 627 | 388.65 | 244 | |
| 4. | Future Energy | 8,532 | 5,281 | 788.87 | 4,166 | 8,456 | 6,538 | 533.97 | 3,491 |
| No.3 clean coal | 1,155 | 1,159 | 868.27 | 1,006 | 1,072 | 1,079 | 552.90 | 597 | |
| Lump coal | 2,026 | 1,949 | 866.09 | 1,688 | 2,077 | 2,074 | 546.94 | 1,134 | |
| Screened raw coal | 5,352 | 2,174 | 677.32 | 1,472 | 5,307 | 3,385 | 519.98 | 1,760 | |
| 5. | Ordos Company | 6,060 | 5,521 | 593.04 | 3,274 | 6,418 | 4,443 | 407.90 | 1,812 |
| Screened raw coal | 6,060 | 5,521 | 593.04 | 3,274 | 6,418 | 4,443 | 407.90 | 1,812 | |
| 6. | Haosheng Company | 1,156 | 1,106 | 742.00 | 821 | 1,748 | 1,910 | 489.46 | 935 |
| Screened raw coal | 1,156 | 1,106 | 742.00 | 821 | 1,748 | 1,910 | 489.46 | 935 | |
| 7. | Inner Mongolia Mining | 2,005 | 1,772 | 636.46 | 1,128 | 519 | 537 | 376.04 | 202 |
| Screened raw coal | 2,005 | 1,772 | 636.46 | 1,128 | 519 | 537 | 376.04 | 202 | |
| 8. | Yancoal Australia | 15,549 | 15,653 | 1,394.30 | 21,825 | 17,512 | 17,100 | 470.59 | 8,047 |
| Semi-hard coking coal | 73 | 73 | 1,848.38 | 136 | 61 | 60 | 629.22 | 38 | |
| Semi-soft coking coal | 1,291 | 1,300 | 1,747.60 | 2,272 | 1,360 | 1,335 | 575.63 | 768 | |
| PCI coal | 991 | 997 | 2,006.25 | 2,001 | 1,294 | 1,270 | 623.57 | 792 | |
| Thermal coal | 13,194 | 13,282 | 1,311.28 | 17,417 | 14,797 | 14,435 | 446.76 | 6,449 | |
| 9. | Yancoal International | 2,506 | 2,513 | 879.10 | 2,209 | 2,492 | 2,389 | 415.07 | 992 |
| Thermal coal | 2,506 | 2,513 | 879.10 | 2,209 | 2,492 | 2,389 | 415.07 | 992 | |
| 10. | Traded coal | – | 6,225 | 1,638.45 | 10,199 | – | 6,021 | 1,156.16 | 6,962 |
| Total of the Group | 50,638 | 53,068 | 1,154.78 | 61,282 | 50,969 | 50,914 | 607.97 | 30,954 |
Yankuang Energy Group Company Limited Interim Report 2022 13
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
The following table sets out the factors affecting the changes in sales income of coal.
| Impact of | Impact of | |
|---|---|---|
| Changes on | Changes on | |
| the Sales | the Sales | |
| Volume of Coal | Price of Coal | |
| (RMB million) | (RMB million) | |
| The Company | 2,086 | 6,225 |
| Heze Neng Hua | 54 | 674 |
| Shanxi Neng Hua | -9 | 116 |
| Future Energy | -671 | 1,346 |
| Ordos Company | 440 | 1,022 |
| Haosheng Company | -394 | 279 |
| Inner Mongolia Mining | 464 | 461 |
| Yancoal Australia | -681 | 14,459 |
| Yancoal International | 51 | 1,166 |
| Traded Coal | 235 | 3,002 |
The Group’s coal products are mainly sold in markets of China, Japan, South Korea, Thailand, Vietnam, Australia, etc.
The following table sets out the Group’s coal sales by geographical regions for the first half of 2022:
| For the six months ended | For the six months ended | For the six months ended | For the six months ended | |
|---|---|---|---|---|
| 30 June 2022 | 30 June | 2021 | ||
| Sales Volume | Sales Income | Sales Volume | Sales Income | |
| (kiloton) | (RMB million) | (kiloton) | (RMB million) | |
| 1. China | 37,894 | 42,370 | 33,702 | 23,268 |
| East China | 22,079 | 28,066 | 18,036 | 14,142 |
| South China | 1,022 | 943 | 710 | 340 |
| North China | 7,569 | 6,277 | 8,715 | 5,129 |
| Central China | 2,885 | 3,412 | 1,127 | 907 |
| Northwest China | 2,903 | 1,945 | 4,428 | 2,221 |
| Other regions | 1,437 | 1,728 | 686 | 528 |
| 2. Japan | 4,916 | 8,216 | 4,185 | 2,293 |
| 3. South Korea | 2,303 | 3,399 | 2,255 | 1,131 |
| 4. Thailand | 2,020 | 986 | 1,659 | 832 |
| 5. Vietnam | 1,149 | 1,733 | 453 | 300 |
| 6. Australia | 1,791 | 793 | 3,387 | 1,440 |
| 7. Others | 2,996 | 3,784 | 5,273 | 1,691 |
| 8. Total for the Group | 53,068 | 61,282 | 50,914 | 30,954 |
Most of the Group’s coal products were sold to industries such as power generation, metallurgy, chemicals and trade, etc.
14 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
The following table sets out the Group’s coal sales volume by industries for the first half of 2022:
| For the six months ended | For the six months ended | For the six months ended | For the six months ended | |
|---|---|---|---|---|
| 30 June 2022 | 30 June | 2021 | ||
| Sales Volume | Sales Income | Sales Volume | Sales Income | |
| (kiloton) | (RMB million) | (kiloton) | (RMB million) | |
| 1. Electricity power | 23,870 | 24,535 | 19,947 | 9,401 |
| 2. Metallurgy | 4,014 | 7,438 | 4,398 | 4,073 |
| 3. Chemical | 8,534 | 10,269 | 3,887 | 2,417 |
| 4. Trade | 14,750 | 16,563 | 22,543 | 14,988 |
| 5. Others | 1,901 | 2,478 | 138 | 74 |
| 6. Total for the Group | 53,068 | 61,282 | 50,914 | 30,954 |
(3) The Cost of Coal Sales
The Group’s cost of coal sales for the first half of 2022 was RMB25.427 billion, representing an increase of RMB5.507 billion or 27.6% over the corresponding period in 2021.
The following table sets out the main sales cost of coal by business entities:
| For the | For the | |||||
|---|---|---|---|---|---|---|
| six months | six months | |||||
| ended 30 | ended 30 | Increase/ | Increase/ | |||
| Unit | June 2022 | June 2021 | Decrease | Decrease (%) | ||
| The Company | Total cost of sales | RMB million | 5,339 | 3,803 | 1,536 | 40.40 |
| Cost of sales per ton | RMB/ton | 371.33 | 343.60 | 27.73 | 8.07 | |
| Heze Neng Hua | Total cost of sales | RMB million | 670 | 481 | 189 | 39.20 |
| Cost of sales per ton | RMB/ton | 686.53 | 539.22 | 147.32 | 27.32 | |
| Shanxi Neng Hua | Total cost of sales | RMB million | 232 | 209 | 23 | 11.00 |
| Cost of sales per ton | RMB/ton | 383.50 | 333.20 | 50.30 | 15.10 | |
| Future Energy | Total cost of sales | RMB million | 1,696 | 1,497 | 199 | 13.31 |
| Cost of sales per ton | RMB/ton | 230.50 | 194.19 | 36.31 | 18.70 | |
| Ordos Company | Total cost of sales | RMB million | 1,140 | 853 | 286 | 33.57 |
| Cost of sales per ton | RMB/ton | 206.43 | 192.06 | 14.37 | 7.48 | |
| Haosheng Company | Total cost of sales | RMB million | 774 | 747 | 27 | 3.60 |
| Cost of sales per ton | RMB/ton | 699.55 | 391.04 | 308.51 | 78.90 | |
| Inner Mongolia Mining | Total cost of sales | RMB million | 630 | 308 | 322 | 104.53 |
| Cost of sales per ton | RMB/ton | 355.44 | 573.19 | -217.75 | -37.99 | |
| Yancoal Australia | Total cost of sales | RMB million | 6,366 | 5,863 | 503 | 8.58 |
| Cost of sales per ton | RMB/ton | 406.73 | 341.14 | 65.60 | 19.23 | |
| Yancoal International | Total cost of sales | RMB million | 759 | 644 | 115 | 17.85 |
| Cost of sales per ton | RMB/ton | 302.02 | 269.55 | 32.47 | 12.05 | |
| Traded Coal | Total cost of sales | RMB million | 10,082 | 6,433 | 3,648 | 56.71 |
| Cost of sales per ton | RMB/ton | 1,619.64 | 1,068.39 | 551.25 | 51.60 |
Yankuang Energy Group Company Limited Interim Report 2022 15
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
Notes:
The changes of cost of coal sales per ton of Haosheng Company are mainly because the sales volume of saleable coal of the reporting period decreased as compared with that of the previous year, which caused an increase of cost of coal sales per ton as compared with that of the previous year.
The changes of cost of coal sales per ton of Inner Mongolia Mining are mainly because the sales volume of saleable coal of the reporting period increased as compared with that of the previous year, which caused a decrease of cost of coal sales per ton as compared with that of the previous year.
2. Coal Chemicals Business
The following tables set out the Group’s coal chemical business for the first half of 2022:
| For the six months | For the six months | ended 30 June 2022 | For the six months | For the six months | ended 30 June 2021 | ended 30 June 2021 | ||
|---|---|---|---|---|---|---|---|---|
| Production | Sales | Sales | Sales | Production | Sales | Sales | Sales | |
| volume | volume | income | cost | volume | volume | income | cost | |
| (kiloton) | (kiloton) | (RMB million)(RMB | million) | (kiloton) | (kiloton) | (RMB million) | (RMB million) | |
| 1. Lunan Chemicals | 1,005 | 786 | 5,682 | 4,263 | 1,065 | 874 | 5,639 | 3,387 |
| of which: acetic acid | 467 | 327 | 1,373 | 885 | 551 | 370 | 2,043 | 848 |
| ethyl acetate | 158 | 157 | 1,099 | 909 | 213 | 211 | 1,585 | 1,210 |
| caprolactam | 123 | 124 | 1,489 | 1,329 | – | – | – | 1,265 |
| polyformaldehyde | 37 | 36 | 663 | 335 | 32 | 34 | 379 | 299 |
| 2. Future Energy① | 464 | 382 | 2,365 | 1,979 | 456 | 414 | 1,626 | 1,265 |
| Of which: crude liquid wax | 224 | 173 | 1,170 | 605 | 224 | 212 | 891 | 583 |
| stabilized light hydrocarbons | 103 | 104 | 608 | 433 | 109 | 104 | 608 | 305 |
| 3. Yulin Neng Hua | 541 | 551 | 1,122 | 1,165 | 378 | 353 | 615 | 488 |
| Of which: methanol | 541 | 551 | 1,122 | 1,165 | 378 | 353 | 615 | 488 |
| 4. Ordos Company② | 1,117 | 1,191 | 2,790 | 2,476 | 1,117 | 1,039 | 2,205 | 1,279 |
| of which: methanol | 962 | 1,017 | 2,051 | 1,876 | 956 | 885 | 1,550 | 944 |
| glycol | 155 | 173 | 739 | 600 | 161 | 154 | 655 | 336 |
| 5. Fine Chemicals③ | 5 | 5 | 14 | 7 | 6 | 6 | 11 | 7 |
| Total | 3,133 | 2,915 | 11,972 | 9,890 | 3,022 | 2,687 | 10,095 | 6,425 |
Notes:
-
① During the reporting period, the sales income of Future Energy’s chemical business increased as compared with that of the corresponding period of the previous year is mainly because the sales price of its main chemical products increased as compared with that of corresponding period of the previous year.
-
② During the reporting period, the sales cost of Ordos Company increased as compared with that of corresponding period of the previous year is mainly due to the rising prices of raw materials.
-
③ Fine Chemicals refers to Yankuang Yulin Fine Chemicals Co., Ltd.
16 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
3. Power Generation Business
The following tables set out the operation of the Group’s power business for the first half of 2022:
| For | the six months | ended 30 June | 2022 | For | the six months | ended 30 June | 2021 | |
|---|---|---|---|---|---|---|---|---|
| Power | Power | Sales | Sales | Power | Power | Sales | Sales |
|
| generation | sold | income | cost | generation | sold | income | cost | |
| (10000KWh) | (10000KWh) | (RMB million) | (RMB million) | (10000KWh) | (10000KWh) | (RMB million) | (RMB million) | |
| 1. Jisan Power① | 73,021 | 66,247 | 289 | 197 | 53,277 | 53,277 | 181 | 141 |
| 2. Heze Neng Hua② | 79,058 | 69,571 | 286 | 224 | 70,842 | 61,124 | 215 | 194 |
| 3. Lunan Chemicals③ | 17,248 | 14,512 | 72 | 35 | 13,869 | 4,938 | 27 | 25 |
| 4. Yulin Neng Hua | 10,390 | 8,676 | 21 | 21 | 13,804 | 8,439 | 21 | 21 |
| 5. Future Energy④ | 44,351 | 16,599 | 41 | 62 | 57,910 | 22,880 | 66 | 73 |
| 6. Inner Mongolia Mining⑤ | 158,576 | 147,000 | 584 | 541 | 150,582 | 150,582 | 408 | 409 |
| Total | 382,644 | 322,604 | 1,293 | 1079 | 360,284 | 301,241 | 918 | 862 |
Notes:
-
① “Jisan Power” refers to Shandong Yankuang Jisan Power Co., Ltd. The power generation, sales volume and sales cost of Jisan power increased as compared with that of corresponding period of the previous year, which is mainly because its affiliated power plants increased their power generation capacity to meet customers’ demands.
-
② The sales income of Heze Neng Hua increased as compared with that of corresponding period of the previous year, which is mainly because the sales price of electricity increased as compared with that of corresponding period of the previous year.
-
③ The sales volume, sales income and sales cost of Lunan Chemicals increased as compared with that of corresponding period of the previous year, which is mainly due to increase in proportion of electricity sold externally.
-
④ The sales income of Future Energy decreased as compared with that of corresponding period of the previous year, which is mainly because the affiliated power plants experienced overhaul during the reporting period, bringing down power generation volume.
-
⑤ The sales income and sales cost of Inner Mongolia Mining increased as compared with that of corresponding period of the previous year, which is due to the rise in sales price of electricity and prices of fuel as compared with that of corresponding period of the previous year.
Yankuang Energy Group Company Limited Interim Report 2022 17
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
(II) Analysis of Main Business
- Analysis on changes of items in the financial statements
Unit: RMB million
| For the six | For the six | ||
|---|---|---|---|
| months ended | months ended | Increase/ | |
| 30 June 2022 | 30 June 2021 | Decrease | |
| Items | (RMB million) | (RMB million) | (%) |
| Sales income | 75,275 | 42,674 | 76.40 |
| Sales cost | 37,260 | 27,843 | 33.82 |
| Sales, general and administrative expenditure | 7,080 | 4,946 | 43.14 |
| Income tax expense | 7,614 | 1,386 | 449.20 |
| Net cash generated from operating activities | 25,112 | 5,268 | 376.67 |
| Net cash generated from investing activities | -2,473 | -13,849 | – |
| Net cash generated from financing activities | -12,867 | 13,298 | -196.76 |
- (1) Analysis on changes of items in Condensed Consolidated Income Statement
Explanation on the reasons for the changes in sales cost: ① The cost for coal business increased by RMB5.507 billion as compared with that of the corresponding period of the previous year; ② The cost for coal chemicals increased by RMB3.464 billion as compared with that of the corresponding period of the previous year.
Explanation on the reasons for the changes in sales, general and administrative expenditure: ① The mining right royalty increased by RMB1.431 billion as compared with that of the corresponding period of the previous year; ②Employee remuneration, social security and welfare expenses increased by RMB362 million as compared with that of the corresponding period of the previous year.
Explanation on the reasons for the changes in income tax: The taxable income of the Group increased as compared with that of the corresponding period of the previous year.
18
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
- (2) Analysis on changes of items in Condensed Consolidated Cash Flow Statement
Analysis on changes of net cash generated from operating activities: During the reporting period, the increase in both sales volume and sales price of coal business led to the increase in net cash generated from operating activities as compared with that of the corresponding period of the previous year.
Analysis on changes of net cash generated from investing activities: During the reporting period, the consideration for acquiring subsidiaries decreased by RMB8.482 billion as compared with that of the corresponding period of the previous year.
Analysis on changes of net cash generated from financing activities: ① Yankuang Finance Company provided external financial services in forms of deposits and loans, which led to a decrease of RMB13.513 billion in the net cash used for financial activities as compared with that of corresponding period of the previous year; ② the proceeds of borrowings decreased by RMB4.519 billion as compared with that of the corresponding period of the previous year; ③ Dividends paid to minority shareholders increased by RMB2.525 billion as compared with that of corresponding period of the previous year.
- Elaboration on significant changes in business scope, the profit structure or source of profit of the Company during the reporting period
(Data in this Chapter is prepared in according with the CASs)
Not applicable.
- Source and use of fund
For the first half of 2022, the Group’s source of fund was mainly from operating cash flow, bond issuance and bank loans. And the fund was mainly used for operating expenses, purchasing of property, machinery and equipment, repayment of liabilities due, payment of consideration for assets and equity acquisition.
(III) Elaboration of Significant Changes of Profit Due to Non-core Business
Not applicable.
Yankuang Energy Group Company Limited Interim Report 2022 19
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
(IV) Analysis on Assets and Liabilities
1. Assets and liabilities
Unit: RMB million
| Percentage | Percentage | Percentage | ||||
|---|---|---|---|---|---|---|
| to the total | Closing | to the | of increase/ | |||
| Closing | assets as | amount | total assets | decrease | ||
| amount | at 30 | as at 30 | as at 30 | in closing | ||
| as at 30 | June 2022 | June | June 2021 | amount | ||
| Items | June 2022 | (%) | 2021 | (%) | (%) | Notes |
| Long-term receivables, | 3,757 | 1.19 | 6,343 | 2.10 | -40.78 | ①During the reporting |
| due in more than one year | period, Yancoal | |||||
| Australia received | ||||||
| a repayment of | ||||||
| long-term loans of | ||||||
| RMB922 million from | ||||||
| the Middlemount | ||||||
| Mine Joint Venture; | ||||||
| ②the loans and | ||||||
| advances issued by | ||||||
| the Group decreased | ||||||
| by RMB1.95 billion as | ||||||
| compared with that of | ||||||
| the beginning of the | ||||||
| year. | ||||||
| Tax payable | 5,941 | 1.88 | 2,492 | 0.83 | 138.40 | The Group’s taxable |
| income increased as | ||||||
| compared with the | ||||||
| corresponding period | ||||||
| of the previous year. | ||||||
| Long-term payable, due in | 5,045 | 1.60 | 3,624 | 1.20 | 39.23 | The Group’s special |
| more than one year | government bonds | |||||
| payable increased by | ||||||
| RMB1.50 billion as | ||||||
| compared with that of | ||||||
| the beginning of the | ||||||
| year. | ||||||
| Perpetual capital stockholders | 13,072 | 4.15 | 8,118 | 2.69 | 61.03 | The Company issued |
| RMB5.00 billion of | ||||||
| renewable medium- | ||||||
| term notes. |
Other explanations
Not applicable
20
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
2. Overseas asset
(Related data was prepared under the CASs)
(1) Size of asset
As at 30 June 2022, the Group’s overseas asset is RMB81.294 billion, accounting for 26.9% of the total asset.
- (2) Elaboration on the high proportion of overseas asset
Unit: RMB million
| Operating | ||||
|---|---|---|---|---|
| revenue of | Net profit of | |||
| Mode of | the reporting | the reporting | ||
| Overseas asset | Reasons of ownership | operation | period | period |
| Yancoal Australia | incorporated by investment | self-operated | 22,534 | 8,033 |
| Yancoal International | incorporated by investment | self-operated | 2,286 | 1,194 |
Others
Not applicable.
21
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
- Major asset subject to restrictions as at the end of this reporting period (Prepared under the CASs)
As at 30 June 2022, the Group’s asset subject to restriction was RMB84.095 billion, which mainly includes money funds, receivables financing and related assets pledged to obtain borrowings. For details, please refer to the Note “Assets Subject to Restriction on Ownership or Right of Use to the Consolidated Financial Statements” prepared under the CASs.
-
Other information
-
(1) Debt to equity ratio
As at 30 June 2022, the equity attributable to the shareholders of the Company and the borrowings amounted to RMB77.496 billion and RMB100.655 billion respectively, representing a debt-to-equity ratio of 129.9%.
- (2) Contingent liabilities
For details of the contingent liabilities, please see Note “Contingent liabilities” to the financial statements prepared under the IFRS.
- (3) Pledge of assets
For details of pledge of assets, please refer to Note “Notes to The Consolidated Financial Statements Assets Subject to Restriction on Ownership or Right of Use to the Consolidated Financial Statements” prepared under the CASs.
(V) Analysis of Investment
(Financial data in this section are all prepared under the CASs)
- Analysis on general external equity investment
Not applicable.
- (1) Significant equity investment
Not applicable.
- (2) Major non-equity investment
Not applicable.
22
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
- (3) Financial assets measured at fair value
As at the end of the reporting period, the Group’s financial assets measured at fair value and recorded in current profit and loss mainly include special right of return of Middlemount Coal Mine and equity investment. The initial investment was RMB1.698 billion and the balance as at the end of the reporting period was RMB1.687 billion. The liabilities are mainly interest rate swap agreements and contingent royalties with an initial investment of RMB539 million and a balance of RMB598 million at the end of the reporting period.
As at the end of the reporting period, the Group’s financial assets measured at fair value and recorded in other comprehensive income mainly include equity instrument investment. The initial investment was RMB127.61 million, and the balance as at the end of the reporting period was RMB126.815 million.
For details of the amount of the financial assets measured at fair value and its changes, please refer to the notes headed Tradable Financial Assets, Other Equity Instrument Investment, Other Non-Current Financial Assets to the consolidated financial statements prepared in accordance with CASs.
(VI) Disposal of Material Assets and Equity
Not applicable.
(VII) Analysis on Major Controlled Companies and Joint Stock Companies
(Financial data in this section are all prepared under the CASs)
1. Major controlled companies
For the first half of 2022, the controlled companies having relative significant impacts on the net profit attributable to the shareholders of the listed company are as follows.
Unit: RMB million
| As at 30 | June 2022 | |||
|---|---|---|---|---|
| Net profit for | ||||
| the first half | ||||
| Name of company | Registered capital | Total assets | Net assets | of 2022 |
| Future Energy | 5,400 | 26,914 | 18,643 | 3,374 |
| Yancoal Australia | AUD6,027 million | 62,971 | 32,043 | 8,033 |
Note: For detailed information on the main business and main financial data of the Group’s major controlled subsidiaries, please refer to Note “Interests in Other Entities-Interests in Subsidiaries” to the financial statements prepared under the CASs.
Yankuang Energy Group Company Limited Interim Report 2022 23
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
The major controlled subsidiaries with significant fluctuations of operating results in the first half of 2022 are as follows.
Future Energy
In the first half of 2022, Future Energy realized a net profit of RMB3.374 billion, representing an increase of RMB1.228 billion or 57.2% as compared with that of corresponding period of the previous year, which is mainly due to the rise of sales price of saleable coal as compared with that of corresponding period of the previous year.
Yancoal Australia
In the first half of 2022, Yancoal Australia realized a net profit of RMB8.033 billion as compared with a net loss of RMB638 million generated in the first half of 2021. The change is mainly due to the rise of of saleable coal prices as compared with that of corresponding period of the previous year.
2. Major joint stock companies
For detailed information on the main business and main financial data of the Group’s joint stock companies, please refer to Note “Interests in Other Entities-Interests in Joint Venture or Associated Companies” to the financial statements prepared under the CASs.
3. The operation of Yankuang Finance Company
As at the end of this reporting period, the Company holds 95% equity interest in Yankuang Finance Company.
- (1) The balance of bank deposit and bank loan by Yankuang Finance Company during the reporting period
| Unit: RMB million | |||
|---|---|---|---|
| The closing | The opening | ||
| amount of | amount of | ||
| the reporting | the reporting | Increase/ | |
| period | period | decrease (%) | |
| Bank deposit | 35,566 | 37,781 | -5.86 |
| Bank loan | 15,867 | 15,050 | 5.43 |
24 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
(2) The main operating indicators of Yankuang Finance Company
Unit: RMB million
| The amount | The amount | ||
|---|---|---|---|
| of the | of the same | ||
| reporting | period of the | Increase/ | |
| period | previous year | decrease (%) | |
| Operating revenue | 486 | 378 | 28.68 |
| Net profit | 203 | 175 | 15.99 |
| The closing | The opening | ||
| amount of | amount of | ||
| the reporting | the reporting | Increase/ | |
| period | period | decrease (%) | |
| Net asset | 5,904 | 5,702 | 3.55 |
| Total asset | 41,529 | 43,602 | -4.75 |
(VIII) Entities Controlled by the Company
Not applicable.
V. DISCLOSURE ON OTHER EVENTS
(Financial data herein this chapter is prepared under the CASs)
(I) Possible Risks
Risks arising from safety management
The business segments of the Group, namely coal mining and coal chemicals, are of high hazardous nature and of complex uncertainties, thus the risk of safety management can easily arise.
Countermeasures:
The Group has implemented a dual-prevention safety management system, and strengthened the comprehensive identification of risk and hazard factors to ensure that risks are controllable. The Group has also scientifically formulated planning for the governance of major disasters in the period of the “14th FiveYear Plan”, designed tailor-made policies for individual coal mines, established and improved the control and management system, made extra efforts to enhance governance efficiency for major disasters in a precise manner. The Group has adopted the innovative development model that features the integration of intelligent technology, digital advancement and modernization, realized the intelligent upgrading of production systems such as coal mining and roadway heading, improved the safety management system for operations of hazardous nature, which will develop into a standardized and ruled based management system with linear procedures.
Yankuang Energy Group Company Limited Interim Report 2022 25
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
Environmental protection risks
The national environmental protection policy is becoming more and more stringent, and the social awareness is also growing on environmental protection, which brings stricter constraints to the Group. And also the Company’s coal business is subject to major impacts from China’s commitment to realize “carbon peaking and carbon neutrality” to the world.
Countermeasures:
The Group will strictly implement the requirements of environmental protection regulations, actively promote the upgrading of facilities and improve the operation and management of facilities to ensure that pollutants are discharged in accordance with the standards. The Group will implement strategic transformation, actively promote the transformation of traditional industries and the rise of new industries, and follow the path of green and low-carbon development. The Group will also promote the efficient and clean utilization of coal and continue to ensure the ballast role of coal in energy mix.
Exchange rate risks
As a multinational company, the Group sees that its overseas investment, overseas financing, international trade and other businesses are all subject to foreign exchange rate fluctuations, which causes many uncertainties to the Group’s operation and strategic development.
Countermeasures:
The Group has strengthened the study and analysis on how exchange rates fluctuate, and learn to comprehensively use multiple financial tools to reduce the risks of exchange rate fluctuation. According to the trend of fluctuation of the exchange rate of the transaction currency, an appropriate insured-value clause shall be sealed in the transaction contract. Besides, the Group must be able to flexibly draw on foreign exchange derivatives, and to sign forward foreign exchange swaps in order to lock exchange rate fluctuations.
Risks arising from geopolitics:
The Group’s businesses are distributed in different regions and countries, and its oversea business operation are subject to changes in local government policies, economies and international relations. If there is any material adverse change in these factors, the Group’s business, financial position and operating results may be adversely affected.
Countermeasures:
First, the Group will pay close attention to international developments, strengthen analysis of political and economic developments in the locations where the Group operate businesses, identify and anticipate geopolitical risks that the overseas business operations may face in a timely manner, and formulate countermeasures. Second, the Group will continue to adhere to the localization strategy, comply with local laws and regulations, and actively integrate into the local economic and social development.
26 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
(II) Other Disclosure
1. Capital Expenditure Plan
The capital expenditure for the first half of 2022 and the capital expenditure plan of 2022 of the Group (grouped by entity) are set out in the following table:
Unit: RMB10 thousand
| For the first | For the year | |
|---|---|---|
| half of 2022 | 2022 (planned) | |
| The Company | 103,605 | 518,820 |
| Donghua Heavy Industry | 44 | 42,496 |
| Heze Neng Hua | 21,676 | 146,136 |
| Lunan Chemicals | 12,287 | 160,535 |
| Shanxi Neng Hua | – | 4,781 |
| Future Energy | 11,383 | 90,507 |
| Yulin Neng Hua | 2,280 | 21,768 |
| Ordos Company | 408 | 96,547 |
| Haosheng Company | – | 26,958 |
| Inner Mongolia Mining | 8,040 | 56,088 |
| Yancoal Australia | 59,952 | 308,907 |
| Yancoal International | 20,353 | 147,191 |
| Other subsidiaries | 86 | 23,430 |
| Total | 240,113 | 1,644,164 |
The capital expenditure for the first half of 2022 and the capital expenditure plan of 2022 of the Group (grouped by the usage of fund) are set out in the following table:
Unit: RMB10 thousand
| For the first | For the year | |
|---|---|---|
| half of 2022 | 2022 (planned) | |
| Infrastructure Project | 89,160 | 612,997 |
| Coal mine infrastructure | 59,894 | 253,639 |
| Infrastructure for chemical projects | 12,983 | 146,158 |
| Infrastructure for logistics and warehouse | 11,535 | 165,976 |
| Machinery manufacturing infrastructures | – | 30,000 |
| Other infrastructures | 4,748 | 17,224 |
| Maintenance of simple reproduction | 117,640 | 907,475 |
| Safety production plan expenditure | 5,514 | 75,994 |
| Technology R&D plan | – | 17,115 |
| Technology revamp plan | 27,798 | 30,583 |
| Total | 240,113 | 1,644,164 |
The Group possesses relatively sufficient cash and financing sources currently, which are expected to
meet the operation and development demand.
Yankuang Energy Group Company Limited Interim Report 2022 27
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
2. Coal exploration, development and mining during the reporting period
For the first half of 2022, the Group’s coal exploration expenditure was RMB1.23 million, mainly including mining optimization expenditure of Yancoal Australia’s Moolarben coal mine and Cameby Downs coal mine according to annual exploration plan; while the relevant capital expenditure for coal development and mining was about RMB1,408 million, mainly including mine property, machinery and equipment investment of existing coal mines, as well as the development and mining expenditure by Wanfu coal mine and the coal mines of Yancoal Australia and Yancoal International.
3. Operation strategy of the second half of 2022
In the second half of 2022, the external environment is expected to remain complex and severe, and the macro economy will still face risks and challenges. Under the intensified control and regulation policies, the coal industry structure adjustment will speed up. Given such cases, the Group will actively practice new development concept, continuously optimize its industrial structure and regional development priorities, energize the vitality of business operation and management, improve the quality of economic operation and promote high-quality development.
Accelerate strategic transformation and upgrading. The Group will concentrate its advantageous resource elements on the “five pillar industries” and ensure that its industrial structure is being continuously optimized and competitive strength is being significantly enhanced. The mining industry will experience accelerated transformation and upgrading. The Group aims to build “four-type” mines that are safe, green, intelligent and highly-efficient, and strives to revamp and upgrade the demonstration intelligent mines at a quick pace. For mines in Shandong, the Group will stabilize production to fully tap their potentials. For mines in Shaanxi and Inner Mongolia, the Group will further increase their production and economic benefits, continuously acquire prime assets and strategic resources, and accelerate the release of advanced and advantageous production capacity of Jinjiitan, Yingpanhao, Shilawusu and other coal mines. As for Australian mines, the Group aims to preserve quantity, improve quality, hedge against the impact of natural disasters and production reduction. The Group will prudently and scientifically promote the development of non-coal mineral resources. For the high-end chemical new materials industry, the Group will focus on high-end, fine and low-carbon development, strive to extend, complement and strengthen its industrial chains, and promote the clustered development of coal-based and amino-based new material industrial chain. The Group will boost the construction of caprolactam industry chain project by Lunan Chemicals, the 500,000 tons/year high temperature Fischer-Tropsch project of Future Energy, and the 100,000 tons/year DMMn project of Yulin Neng Hua so as to seek cluster development of fine chemicals. “Gaining momentum” is the focus of the new energy industry. Placing priorities to onshore wind power generation, photovoltaic power generation and the upstream and downstream of the photovoltaic industry, the Group will coordinate M&A and cooperative development to promote the intensive development of the industry. As for the high-end equipment manufacturing industry, the Group will accelerate the construction of Luxi intelligent manufacturing park, promote the joint venture projects and ensure that the joint venture will be put into operation by the end of March 2023. Orderly integrating resources is the key task of the smart logistics industry. The Group will accelerate the construction of Tai’an port, Sihekou port, Yingpanhao freight station and other logistics parks, promote the construction of railroad lines in Shaanxi and Mongolia mining areas, and strives to build a “five-in-one” modern logistics industry system that integrates railroads, highways, ports and aviation, parks and platforms.
28 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
Further improve quality and efficiency of lean management. The Group will integrate lean management and market-based reform, continuously to carry out “two increases, three decreases and three improvements” activities, and improve lean management and control in an all-round manner. Control expenses, and reduce expenditure and costs. The Group will further implement the comprehensive budget management, see the cost budget and per unit consumption indicators as the “red line”, strive to keep the per unit cost stable, and cut over 5% of unit cost for major products on a year-on-year basis. The Group actively promotes the reduction in leverage and debt, strictly controls financing costs, broaden financing channels, and reduces financial expenses by 5% as compared with the corresponding period of the previous year. Further implement lean marketing. The Group will strengthen its efforts in analyzing and judging the market trends, deeply implement the “clean coal + tailored coal” strategy, effectively improve the production rate of clean coal and ensure an annual sales volume of no less than 25 million tons of clean coal and an annual sales volume of no less than 2 million tons of tailored coal. Optimize the supply system. The Group will improve the lean material supply management system and use various means such as cooperative procurement and social storage to reduce the capital occupation of inventory.
Consolidate high-quality development. The Group will launch the creation of a model corporate governance enterprise, create a transparent, standardized and efficient corporate governance structure, and forge a unique governance system for listed companies. The Group will innovate the “resource + capital” model, use capital operation as a means to acquire a number of high-quality resources and target enterprises with good quality and efficiency, strong synergy and low investment cost, so as to achieve incremental growth. Besides, the Group will fully promote and implement the excellent performance management model, and steer the Group to transform into a quality and efficiency-oriented, cultural development-oriented and innovation-driven enterprise.
- The Impact of Exchange Rate Changes
The exchange rate changes mainly impact:
-
(1) The overseas coal sales income, as the overseas coal sales of the Group are denominated in USD and AUD, respectively;
-
(2) The exchange gains and losses of the foreign currency deposits and borrowings;
-
(3) The cost of imported equipment and accessories of the Group.
Affected by the changes in foreign exchange rates, the Group had book exchange gain of RMB244 million during the reporting period.
To manage foreign currency risks arising from the expected sales revenue, Yancoal Australia has entered into foreign exchange hedging contracts with banks.
29
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 3 MANAGEMENT DISCUSSION & ANALYSIS – CONTINUED
To hedge the exchange losses of USD loan arising from the fluctuation of foreign exchange, Yancoal Australia and Yancoal International have taken foreign exchange hedging measures to such debt on accounting basis, which effectively mitigated the impact of exchange loss on the current profit.
Save as disclosed above, the Group neither take foreign exchange hedging measures on other foreign currencies, nor hedge RMB with other foreign currencies during the reporting period.
5. Taxation
For the first half of 2022, except that some subsidiaries incorporated in PRC enjoyed favorable income tax rate of 15% on their taxable profits, the Company and the remaining subsidiaries incorporated in the PRC were subject to an income tax rate of 25% on their taxable profits. Yancoal Australia was subject to a tax rate of 30% on its taxable profits, and Yancoal International was subject to a tax rate of 16.5% on its taxable profits from Australian asset.
For details of favorable income tax policy and tax rate for the above subsidiaries incorporated in the PRC, please refer to Note “Taxation Favorable Tax” to the financial statements prepared in accordance with the CASs.
30
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE
I. INFORMATION ON GENERAL MEETINGS OF SHAREHOLDERS
| Query index of | Date of | |||
|---|---|---|---|---|
| the designated websites | disclosure of | |||
| Session of meeting | Date of meeting | for publishing resolutions | resolutions | Resolutions |
| The 2022 First Extraordinary | 27 January 2022 | The website of Shanghai Stock | 27 January 2022 | All proposals approved |
| General Meeting of Shareholders | Exchange (http://www.sse.com.cn) | |||
| The 2022 First Class Meeting of | 27 January 2022 | The website of Hong Kong Stock | 27 January 2022 | All proposals approved |
| the Holders of A Shares | Exchange | |||
| The 2022 First Class Meeting of | 27 January 2022 | (http://www.hkexnews.hk) | 27 January 2022 | All proposals approved |
| the Holders of H Shares | The Company’s website | |||
| The 2021 Annual General | 30 June 2022 | (http://www.yanzhoucoal.com.cn) | 30 June 2022 | All proposals approved |
| Meeting of Shareholders | ||||
| The 2022 Second Class Meeting | 30 June 2022 |
30 June 2022 | All proposals approved | |
| of the Holders of A Shares | ||||
| The 2022 Second Class Meeting | 30 June 2022 |
30 June 2022 | All proposals approved | |
| of the Holders of H Shares |
Note: The date of disclosure indicates the date when the resolutions were published.
Extraordinary general meeting of shareholders convened upon request by the holders of preferred shares with voting rights resumed.
Not Applicable.
The Explanation on Shareholders General Meeting
Not Applicable.
31
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
- II. CHANGES ON DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY
(I) Changes of Positions in the Company
| Name | Title | Changes |
|---|---|---|
| Ma Junpeng | Chief Engineer | Appointed |
| Kang Dan | Chief Safety Officer | Appointed |
| Wang Ruolin | Director | Resigned |
| Zhou Hong | Supervisor, Chairman of the Supervisory Committee | Resigned |
| Gong Zhijie | Vice General Manger | Resigned |
| Liu Qiang | Vice General Manger | Resigned |
Elaboration on changes on Directors, Supervisors and the Senior Management
- Changes of Board member
On 29 March 2022, the Board received the resignation report of Mr. Tian Hui, an Independent Director of the Company. Due to personal reasons, Mr. Tian Hui applied for his resignation as an Independent Director of the Company and related positions held in the Audit Committee, Nomination Committee and Sustainable Development Committee of the Board. Before the election of new Directors at the Company’s general meeting of Shareholders, Mr. Tian Hui will continue to perform his duties in accordance with relevant laws, regulations and the Articles.
On 24 August 2022, the Board received the resignation letter of Mr. Wang Ruolin, and due to work adjustment, he no longer serves as the Director of the Company and relevant position at the audit committee of the Board. His resignation was effective on the same date.
2. Changes of members of Supervisory Committee
On 25 January 2022, the Supervisory Committee received the resignation report of Mr. Zhou Hong, the Supervisor and Chairman of the Supervisory Committee. Due to work arrangement, Mr. Zhou Hong no longer serves as a Supervisor and Chairman of the Supervisory Committee. His resignation was effective on the same date.
- Changes on Senior Management
As reviewed and approved at the twenty-first meeting of the eighth session of the Board convened on 30 March 2022, Mr. Ma Junpeng was appointed as the Chief Engineer with the same term of office as other senior managements appointed by the eighth session of Board.
As reviewed and approved at the twenty-second meeting of the eighth session of the Board convened on 29 April 2022, Mr. Kang Dan was appointed as the Chief Safety Officer with the same term of office as other senior managements appointed by the eighth session of Board.
On 28 April 2022, the Board received resignations of Mr. Gong Zhijie, the vice general manager of the Company, and Mr. Liu Qiang, the vice general manager of the Company. Mr. Gong Zhijie and Mr. Liu Qiang resigned the above-mentioned positions due to work arrangements.
32
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
- (II) Changes on Positions in Subsidiaries of the Company
(Prepared in accordance with the Hong Kong Listing Rules)
| Title in the Company | Name | Title before change | Title after change | Date of Changes |
|---|---|---|---|---|
| Director, General | Xiao Yaomeng | – | Director of Yancoal | 30 May 2022 |
| Manager | Australia | |||
| Vice General Manager | Zhang Yanwei | – | Chairman of | 16 March 2022 |
| Yantai Jinzheng | ||||
| Environmental | ||||
| Protection | ||||
| Technology Co., | ||||
| Ltd. | ||||
| Vice General Manager | Gong Zhijie | Chairman of Yantai Jinzheng | – | 16 March 2022 |
| (Resigned) | Environmental Protection | |||
| Technology Co., Ltd. | ||||
| Chairman of Hua Ju Energy | – | 29 January 2022 | ||
| Director, Chief | Zhao Qingchun | Chairman of Duanxin Investment | – | 15 February 2022 |
| Financial Officer | Holding (Beijing) Co., Ltd |
III. PROFIT DISTRIBUTION SHCEME OR CAPITAL RESERVE TRANSFERRED TO SHARE CAPITAL SCHEME
Proposed Profit Distribution Scheme or Capital Reserve Transferred to Share Capital Scheme for the First Half of 2022
Whether distributed or transferred
No
33
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
-
IV. CIRCUMSTANCE AND IMPACT OF THE SHARE INCENTIVE SCHEME AND EMPLOYEE STOCK OWNERSHIP PLAN OR OTHER INCENTIVE SCHEME TO EMPLOYEES
-
(I) Share Incentive Scheme Disclosed in Extraordinary Announcement with no Progress or Changes
Not applicable.
- (II) Share Option Incentives Not Disclosed in Extraordinary Announcements or with Subsequent Progress
General Information on Share Incentive
Not applicable.
Other explanations.
The A Share Incentive Scheme in 2018
Incentive method: share options
Source of underlying shares: Issuance of shares to incentive participants
The measurement method of the fair value of equity instruments, the selection criteria of parameters and the results
Calculation method Black-Scholes Mode(B-S Mode). Parameter Underlying share price:RMB8.75;Valid period:4 years;Historical volatility: 26.44%;Risk-free rate:2.98%. Calculation results The fair value of each share option is RMB1.90.
As approved at the 2019 first extraordinary general meeting of shareholders, the 2019 first class meeting of shareholders of A Shares, the 2019 first class meeting of shareholders of H Shares and the 23rd meeting of the seventh session of the Board on 12 February 2019, the Company grants stock options to incentive participants (the “Participants”) in accordance with the 2018 A Share option incentive scheme (the “Share Option Scheme”).
As considered and approved at the eighth meeting of the eighth session of the Board dated 13 January 2021, the Company confirms that the conditions for the first exercising period are mature, and the exercising period is from 18 February 2021 to 11 February 2022. As of 19 May 2021, a total of 14,184,060 shares have been exercised by 469 incentive participants.
34 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
As considered and approved at the twentieth meeting of the eighth session of the Board dated 27 January 2022, the Company confirms that the conditions for the second exercising period are mature, and the exercising period is from 14 February 2022 to 10 February 2023. As of the closing of the Report, details of option exercise are as follows:
Unit: 10,000 shares
| Closing | ||||||
|---|---|---|---|---|---|---|
| Options | price on | |||||
| exercised | the trading | Options not | ||||
| during the | day before | exercised | ||||
| Options | reporting | the date of | as at 30 | |||
| No. | Name | Title | granted | period | exercising | June 2022 |
| (RMB) | ||||||
| 1 | Xiao Yaomeng | Director, Senior Management | 15 | 4.95 | 30.72 | 5.10 |
| 2 | Zhao Qingchun | Director, Senior Management | 26 | 8.58 | 30.72 | 8.84 |
| 3 | Tian Zhaohua | Senior Management | 15 | 4.95 | 31.20 | 5.10 |
| 4 | Li Weiqing | Senior Management | 15 | 4.95 | 30.66 | 5.10 |
| 5 | Ma Junpeng | Senior Management | 15 | 4.95 | 30.72 | 5.10 |
| 6 | Kang Dan | Senior Management | 12 | 3.96 | 30.66 | 4.08 |
| 7 | Wang Ruolin | Director (resigned) | 15 | 4.95 | 30.66 | 5.10 |
| 8 | Gong Zhijie | Senior Management (Resigned) | 26 | 8.58 | 31.20 | 8.84 |
| Others(427) | 3,684.644 | 1,232.688 | – | 1,254.26 | ||
| Total(435) | 3,823.644 | 1,277.958 | – | 1,301.52 |
Note: Due to resignation, personal performance and other reasons of some incentive participants, the Company have cancelled 3,042,020 share options of them.
Summary of the Share Option Scheme
(I) The Grant of the Share Option Scheme
- The purpose of the Share Option Scheme
The Share Option Scheme is to further establish and improve the long-term incentive mechanism of the Company, attract and retain talents, fully motivate the Directors, senior management, mid-level management and core employees of the Company, effectively align the interests of Shareholders, the interest of the Company and the personal interests of the management, and enable all parties to take interest in the long-term development of the Company.
35
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
- The scope of participants of the Share Option Scheme
The Participants include the Directors, senior management, mid-level management and backbone employees of the Company, excluding external Directors (including independent Directors), Supervisors, Shareholders or actual controllers that individually or jointly hold 5% or above shares of the Company and their spouses, parents and children.
3. The number of underlying shares
As approved at the 2019 first extraordinary general meeting of Shareholders, the 2019 first class meeting of Shareholders of A Shares, the 2019 first class meeting of Shareholders of H Shares and the 23rd meeting of the seventh session of the Board on 12 February 2019, the Company grants 46.32 million stock options to a total of 499 Participants. The underlying shares are A Shares.
- The maximum amount of share options for each Participant under the Share Option Scheme
There is no Participant to whom the aggregate number of A Shares to be issued upon exercise of his or her Share Options may exceed 1% of the Company’s total share capital as at the date of consideration and approval of the Scheme at the EGM, and shall not exceed 1% of the Company’s total number of A Shares in issue on the same day.
- The vesting period
The vesting period will be the period between the date of granting the share options and the exercise date of the share options. The share options will have vesting periods of 24 months, 36 months and 48 months commencing from the date of granting the share options respectively.
6. The date of exercise
The share options granted under the Share Option Scheme, can be exercised on any trading day, except during following periods, upon expiry of after 24 months from the date of grant.
-
(1) Within thirty (30) days before the announcement of periodic report, or from thirty (30) days before the scheduled date of announcement of periodic report to the day before actual date of periodic report in case of postponed announcement due to certain reasons;
-
(2) Within ten (10) days before the announcement of the Company’s results forecast and performance news;
-
(3) A period commencing from the date of significant events occurred or proposed for review and approval, which may have severe impacts on the trading price of the shares and its derivatives of the Company, till two (2) trading days after the announcement disclosed in pursuant to relevant laws.
36 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
(4) Any other period as stipulated by CSRC and Shanghai Stock Exchange.
The “significant transactions”, “significant matters” or “significant events may have severe impacts on share price” are matters or other significant events shall be disclosed in accordance with Rules Governing the Listing of Stocks of the Shanghai Stock Exchange.
The exercising period of the options granted under the Share Option Scheme and its arrangement are shown in the following table.
| Proportion of | ||
|---|---|---|
| exercisable Share | ||
| Options to the total | ||
| Arrangement for | number of granted | |
| the exercise | Exercising Period | Share Options |
| First Exercising Period | Commencing from the first trading day after the expiry | 33% |
| of the 24th month from the date of grant, and ending | ||
| on the last trading day of the 36th month from the date | ||
| of grant | ||
| Second Exercising Period | Commencing from the first trading day after the expiry | 33% |
| of the 36th month from the date of grant, and ending | ||
| on the last trading day of the 48th month from the date | ||
| of grant | ||
| Third Exercising Period | Commencing from the first trading day after the expiry | 34% |
| of the 48th month period from the date of grant, and | ||
| ending on the last trading day of the 60th month | ||
| period from the date of grant |
The Participants must exercise their share options during the validity period of the share options. If preconditions for exercising are not fulfilled, the share options for the corresponding period shall not be exercised. If the preconditions for exercising are all fulfilled, the options not exercised during the corresponding period shall be cancelled by the Company.
7. The Exercise Price
The exercise price of each option granted under the Share Option Scheme is RMB9.64 per share. During the period commencing from the date of announcement of the Share Option Scheme to the expiry of the exercising period of the Participants, the exercise price shall be subject to adjustment in the event of capitalization of capital reserves, bonus issue, share subdivision, right issue or dividend distribution of the Company.
37
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
- The basis of determination of exercise price of the share options granted under the Share Option Scheme
The Exercise Price shall not be less than the nominal value of the Company’s A Shares or the higher of:
-
(1) the average trading price of the A Shares quoted on the trading day immediately preceding the date of announcement of the Share Option Scheme, being RMB8.92 per A Share;
-
(2) the average trading price of the A Shares for the 20 trading days immediately preceding the date of announcement of the Share Option Scheme, being RMB9.58 per A Share;
-
(3) the closing price of the A Shares on the trading day immediately preceding the date of announcement of the Share Option Scheme, being RMB8.75 per A Share; and
-
(4) the average closing price of the A Shares for the 30 trading days immediately preceding the date of announcement of the Share Option Scheme, being RMB9.64 per A Share.
9. The validity period
The Share Option Scheme comes into effect since approval by the 2019 first extraordinary general meeting, the 2019 first class meeting of Shareholders of H Shares and the 2019 first class meeting of Shareholders of A Shares convened on 12 February 2019. The validity period of the share options granted under the Share Option Scheme shall not exceed 60 months commencing from the date of granting the share options.
(II) Historical adjustment to the Share Option Scheme
As reviewed and approved at the eighth meeting of the eighth session of the Board convened on 13 January 2021, the Company cancelled 3,299,140 share options granted but not exercised, which were granted to 33 incentive participants due to reasons such as resignation, personal performance, etc., the total number of share options is adjusted from 46,320,000 to 43,020,860. Since the Company made dividend distribution during the vesting period, the Board of the Company adjusted the exercising price under the Share Option Scheme to RMB7.52 per share.
As reviewed and approved at the twentieth meeting of the eighth session of the Board convened on 27 January 2022, the Company cancelled 2,831,720 share options granted but not exercised, which were granted to 37 incentive participants due to reasons such as resignation, personal performance, etc., the total number of share options is adjusted from 28,836,800 to 26,005,080. Since the Company made dividend distribution during the vesting period, the Board of the Company adjusted the exercising price under the Share Option Scheme to RMB6.52 per share.
38 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
As reviewed and approved at the twenty-second meeting of the eighth session of the Board convened on 29 April 2022, the Company cancelled 210,300 share options granted but not exercised, which were granted to 6 people due to reasons such as resignation, the total number of share options is adjusted from 13,225,500 to 13,015,200.
(III) Use of Proceeds
The total proceeds from the exercise of the options amounted to RMB189,987,000, which would be used to supplement the Company’s operation capital.
2021 Restricted A Shares Incentive Scheme
Incentive method: restricted shares
Source of underlying shares: Issuance of shares to incentive objects
The measurement method of the fair value of equity instruments, the selection criteria of parameters and the results
Calculation method According to “Accounting Standards for Business Enterprises No. 11-Sharebased Payment”, the Company takes the difference between the closing price of the shares on the grant date and the grant price as the share-based payment cost per restricted share, and will finally confirm the share-based payment cost of this incentive plan. Parameter Closing price and grant price of the shares on the grant date Calculation results The fair value of each share option is RMB12.80.
39
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
As approved at the 2022 first extraordinary general meeting of shareholders, the 2022 first class meeting of shareholders of A shares, the 2022 first class meeting of shareholders of H shares and the twentieth meeting of the eighth session of the Board on 27 January 2022, the Company grants restricted shares to incentive participants under the 2021 A-Share Restricted Share Incentive Scheme (“Restricted Stock Incentive Scheme”). As of the disclosure date of this report, the grant of restricted shares is as follows:
Unit: 10,000 shares
| Number of | |||||||
|---|---|---|---|---|---|---|---|
| restricted | |||||||
| shares | Market | ||||||
| held at | Number | price at | |||||
| the | of Newly | Grant | the end | ||||
| beginning | Granted | price of | of the | ||||
| of | Restricted | restricted | Shares | Share | reporting | ||
| Name | Title | the year | Shares | share | unlocked | locked | period |
| (RMB) | (RMB) | ||||||
| Xiao Yaomeng | Director, Senior | 0 | 20 | 11.72 | 0 | 20 | 39.48 |
| Management | |||||||
| Zhao Qingchun | Director, Senior | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Management | |||||||
| Huang Xiaolong | Director, Senior | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Management | |||||||
| Zhang Yanwei | Senior Management | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Zhang Chuanchang | Senior Management | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Tian Zhaohua | Senior Management | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Li Weiqing | Senior Management | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Ma Junpeng | Senior Management | 0 | 8 | 11.72 | 0 | 8 | 39.48 |
| Kang Dan | Senior Management | 0 | 8 | 11.72 | 0 | 8 | 39.48 |
| Wang Ruolin | Director (resigned) | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| Gong Zhijie | Senior Management | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| (Resigned) | |||||||
| Liu Qiang | Senior Management | 0 | 16 | 11.72 | 0 | 16 | 39.48 |
| (Resigned) | |||||||
| Directors and Senior | Management(12) | 0 | 180 | – | 0 | 180 | – |
| Others(1,233) | 0 | 5,994 | – | 0 | 5,994 | – | |
| Total(1,245) | 0 | 6,174 | – | 0 | 6,174 | – |
40 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
Summary of the Restricted Share Incentive Scheme
-
(I) The Grant of the Restricted Share Incentive Scheme
-
The purpose of the Restricted Share Incentive Scheme
To further improve the medium and long-term incentive mechanism, fully mobilize the enthusiasm of the Company’s management team and key employees, closely combine the interests of Shareholders, the Company’s interests and the personal interests of the core team, and enhance the Company’s market competitiveness and sustainable development capabilities.
- The scope of participants of the Restricted Share Incentive Scheme
The Participants include the Directors, senior management, mid-level management and backbone employees of the Company, excluding external Directors (including independent Directors), Supervisors, Shareholders or actual controllers that individually or jointly hold 5% or above shares of the Company and their spouses, parents and children.
- The number of underlying shares
The number of A share options to be granted to 1,245 Incentive objects under the Share Option Scheme is 61.74 million, representing approximately 1.27% of the total issued share capital of 4,874.1841 million shares of the Company as at the grant date.
- The maximum amount of share options for each Participant
The number of Company shares granted by any one of the incentive objects through all the Share Restricted Option Scheme within the validity period shall not exceed 1% of the Company’s total share capital on the announcement date of the draft restricted share option scheme.
- The vesting date
As reviewed and approved at the twentieth meeting of the eighth session of the Board convened on 27 January 2022, the vesting date is 27 January 2022.
- Lock-up period
Lock-up periods of the Restricted Share Incentive Scheme are 24 months, 36 months and 48 months from the date of completion of the registration of the grant of restricted shares.
41
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
7. Unlocking Arrangements
The unlocking period of the restricted shares granted by the restricted share incentive plan and the unlocking time schedule of each period are shown in the following table:
| Unlocking | Proportion of | |
|---|---|---|
| Arrangements | Unlocking Period | Unlocking |
| First Unlocking Period | From the first trading day after the 24th month from | 33% |
| the registration date of the restricted share to the | ||
| last trading day within the 36th month from the | ||
| registration date for the restricted share | ||
| Second Unlocking Period | From the first trading day after the 36th month from | 33% |
| the registration date of the restricted share to the | ||
| last trading day within the 48th month from the | ||
| registration date for the restricted share | ||
| Third Unlocking Period | From the first trading day after the 48th month | 34% |
| from the registration date of restricted shares to | ||
| the last trading day within the 60th month from the | ||
| registration date for restricted shares |
If the Company’s performance assessment target for a certain period of unlocking restricted shares is not achieved, all the restricted shares of the incentive objects cannot be lifted and canceled by the Company. Restricted shares are repurchased and canceled by the Company. The repurchase price shall not be higher than the lower of the grant price and the market price (the market price is the average transaction price of the company’s underlying share on the trading day before the board of directors’ consideration of the repurchase).
8. The Grant Price
The grant price of the restricted share incentive plan is RMB11.72 per share, that is, after meeting the granting conditions, the incentive object can purchase the company’s additional restricted shares issued by the company to the incentive object at a price of RMB11.72 per share.
9. The basis of determination of grant price
The grant price shall not be lower than the par value of the stock and shall not be lower than 50% of the fair market price, and the fair market price shall be determined by the higher of the following prices:
Standard 1: The average trading price of the Company’s underlying shares one trading day before the announcement of the draft restricted share option scheme;
Standard 2: One of the average trading prices of the Company’s underlying shares 20 trading days, 60 trading days or 120 trading days prior to the announcement of the draft restricted share option scheme.
42 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
See the table below for details:
Unit:RMB/Share
| Standard 1 | Standard 1 | Standard 2 | Standard 2 | ||
|---|---|---|---|---|---|
| The average | The average | The average | The average | ||
| trading | trading | trading | trading | ||
| price of the | price of the | price of the | price of the | ||
| Company’s | Company’s | Company’s | Company’s | ||
| share in the | share in the | share in the | share in the | Lowest | |
| previous | previous 20 | previous 60 | previous 120 | Granting | |
| trading day | trading days | trading days | trading days | Price | |
| A Share | 23.44 | 23.29 | 27.03 | 22.55 | 11.72 |
10. The validity period
The Share Restricted Option Scheme comes into effect since approval by the 2022 first extraordinary general meeting, the 2022 first class meeting of Shareholders of H Shares and the 2022 first class meeting of Shareholders of A Shares convened on 27 January 2022. The validity period of the share options granted under the Share Option Scheme shall not exceed 60 months commencing from the date of granting the share options.
11. The completion of the granting
On 24 February 2022, the Company completed the registration of the grant of restricted shares in the Shanghai branch of China Clearing Corporation. For details, please refer to the Company’s announcement dated 25 February 2022 on the results of the grant of the 2021 A-share restricted share option scheme.
(II) Use of Proceeds
The total proceeds from the exercise of the options amounted to RMB723.5929 million, which would be used to supplement the Company’s operation capital.
Long-term Incentive Scheme of Yancoal Australia
In order to attract and retain the talents, combined the compensation of the management with the Shareholders’ interests to ensure that employees focus on creating the middle and long-term goals of Yancoal Australia, as approved at the Yancoal Australia 2018 annual general meeting, Yancoal Australia implemented a long-term incentive scheme in 2018.
For details, please refer to the resolution announcement of Yancoal Australia 2018 Annual General Meeting dated 30 May 2018, the performance announcement of the year ending 31 December 2021 on 26 February 2022 and the announcement of the rights to issuing performance shares dated 26 March 2022. The above announcements were also posted on the websites of Yancoal Australia, the Australia Stock Exchange and/or the HKEX.
43
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
Employee Shareholding Scheme
Not applicable.
Other Incentive Schemes
Not applicable.
V. CORPORATE GOVERNANCE
(Prepared according to the listing rules in PRC)
The Company has closely monitored the securities market standards and rule of law, and actively improved its corporate governance structure. During the reporting period, the Company further improved its corporate governance structure. In accordance with the latest amendments to the CSRC Guidelines on Articles of Association of Listed Companies (CSRC Announcement [2022] No. 2), the Shanghai Stock Exchange Rules for the Listing of Stocks (SSE [2022] No. 1) and other systems, and taking into account the actual operational needs of the Company, the Company has, first, adjusted the relevant items in the scope of business and the Company’s share capital structure and registered capital; second, further clarified the application scope of the “short term trading”, the approval authority for providing external financial assistance and projects guarantees; third, added the circumstances under which votes may not be cast at Shareholders’ meetings, the judgment criteria for the approval authority of relevant matters, and further clarified the subject of solicitation of voting rights; fourth, revised the criteria for consideration of asset impairment and write-off matters, and amended the relevant contents of Rules of Procedures for Shareholders’ General Meeting and Rules of Procedures for the Board of Directors accordingly.
Since the beginning of its listing, the Company, in accordance with the Company Law, Securities Law and relevant regulatory requirements at its listed places in China and aboard, following the principles of transparency, accountability and protection of rights and interests of all Shareholders, has established a relatively regulated and robust corporate governance structure, which does not have significant difference with the requirements in relevant documents detailed by the CSRC.
VI. COMPLIANCE WITH CORPORATE GOVERNANCE CODE AND MODEL CODE
(Prepared in accordance with the Hong Kong Listing Rules)
The Group has set up a relatively regulated and stable 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 crucial to the operation and development of the Group. The Group has established the reporting system to all Directors, to ensure all Directors are informed of the Company’s business. The Group believes that the periodical Board meetings can provide an effective communication channel for the non-executive directors, thus enabling the non-executive Directors to discuss fully and openly 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 places where the shares of the Company are traded, and consistently endeavors to implement a high standard of corporate governance.
44 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 4 COMPANY GOVERNANCE – CONTINUED
The corporate governance measures implemented by the Group include, but not limited to the following: the Articles, 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 Work Policy of the Independent Directors, the Rules for Disclosure of Information, the Rules for the Approval and the Disclosure of Connected/Related Transactions of the Company, the Rules for the Management of Relationships with Investors, Management System of the Company’s Shares Held by the Board of Directors, the Board of Supervisors, Senior Management and Internal Information Insiders, 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. As at the date of disclosure of the report, the corporate governance rules and practices of the Group are in compliance with the principles and the code provisions set out in the Corporate Governance Code (the “Code”) contained in the Hong Kong Listing Rules. The corporate governance practices of the Group comply with the requirements of the Code.
During the reporting period, the Company has strictly complied with the above corporate governance documents and the Code without any deviation.
The Directors, Supervisors and senior management of the Company have strictly complied with the Model Code and the Management System of the Company’s Shares Held by the Board of Directors, the Board of Supervisors, Senior Management and Internal Information Insiders and the Code for Securities Transactions of the Management of the Company. The Company has adopted a code of conduct no less exacting than the Model Code with respect to securities transactions by directors, supervisors and senior management.
For details, please refer to the Report on Corporate Governance of the Company included in 2021 annual report of the Company.
Ⅶ . INVESTOR RELATIONS
The Company has been continuously perfecting the system for the management of relationships with Investors, and improved standard management of investor relations through effective information collection, compilation, examination, disclosure, and feedback management procedures. During the reporting period, the Company reported the business situation to investors face-to-face by means of reverse roadshows, and at the same time understood the opinions and suggestions of investors and the capital market on the Company. Actively hold regular performance report briefings and take the initiative to hold investor briefings on relevant major issues. In addition to regular channels such as SSE e-interaction, investor briefings, etc., respond to investor complaints and opinions by telephone, email, We-chat, etc., or seek opinions and suggestions from investors and improve them. More than 2,100 person-times of two-way smooth communication and exchanges with analysts, fund managers and investors of the capital market.
45
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES
I. ENVIRONMENTAL INFORMATION
- (I) Explanation on environmental protection practices of the Company and its subsidiaries in the List of Key Pollutant Discharging Entities released by the environmental protection authorities
1. Pollutant discharging
Guided by the Xi Jinping Thought on Ecological Conservation, the Group has strictly abided by the laws and regulations to deal with environmental pollution, including Environmental Protection Law of the People’s Republic of China, Prevention and Control of Atmospheric Pollution Law of the People’s Republic of China, Water Pollution Prevention and Control Law of the People’s Republic of China, Law of the Environmental Pollution Prevention and Control of Solid Waste of the People’s Republic of China, and The Environmental Impact Assessment Law of the People’s Republic of China, etc. The Group keeps improving the environmental protection management system and mechanism, strengthen source governance, and actively build itself into a resource-saving and environment-friendly enterprise. During the reporting period, no significant environment pollution incidents occur within the Group, who has not received any punishment due to significant violation of environment protection laws from environmental protection regulators.
In the first half of 2022, the coal mines affiliated to the Group are equipped with sound facilities for sewage process and dust control at coal stockyards, which operate in a stable manner, and the discharge of main pollutants, such as COD, ammonia nitrogen, SO2, NOX, PM10, meets all discharging standards. The power plants affiliated to the Group are equipped with sound facilities for exhaust gas management, which operate in a stable manner, and the discharge of main pollutants, such as smoke dust, SO2, NOX, etc. meets all discharging standards. The chemical plants affiliated to the Group are equipped with sound facilities for industrial sewage processing and boiler fuel gas management, which operate in a stable manner, and the discharge of main pollutants, such as COD, ammonia nitrogen, PM10, SO2, NOX, etc. meets all discharging standards.
All of the key pollutant discharging entities in the Group have applied for pollutant discharging certificates, and they discharged pollutants accordingly and within the total permitted discharging volume, which meet relevant environment protection requirements. The information of subsidiaries listed as key pollutant discharging entities released by the environmental protection authorities in 2022 are as follows.
46 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
| Actual discharging | |||||||
|---|---|---|---|---|---|---|---|
| Annual pollutant | volume in for the | ||||||
| Key pollutant | Types of | Discharging | discharging | six months ended | |||
| No. | discharging entities | pollutant | Main pollutants | method | Discharging standard | permission volume | 30 June 2021 |
| 1 | Nantun Coal Mine (Key pollutant | Industrial | Chemical oxygen | Discharging to | “Comprehensive Discharge Standard of | COD: 128.4 tons | COD: 12.4 tons |
| discharging entity in Shandong | wastewater, | demand (COD), | receiving water | Water Pollutants in the Basin Part 1: Nansi | Ammonia nitrogen: | Ammonia nitrogen: 0.11 | |
| Province | household | ammonia nitrogen | body after | Lake Dongping Lake Basin” (DB37/3416.1– | 6.4 tons | tons | |
| 2 | Baodian Coal Mine (Key pollutant | wastewater | processing in | 2018) | COD: 120.4 tons | COD: 20.5 tons | |
| discharging entity in Shandong | sewage treatment | Ammonia nitrogen: | Ammonia nitrogen: 0.27 | ||||
| Province | station | 6.0 tons | tons | ||||
| 3 | Yangcun Coal Mine (Key pollutant | COD: 33.1 tons | COD: 2.9 tons Ammonia | ||||
| discharging entity in Shandong | Ammonia nitrogen: | nitrogen: 0.08 tons | |||||
| Province | 1.7 tons | ||||||
| 4 | Dongtan Coal Mine (Key pollutant | COD: 9.8 tons | COD: 0 tons Ammonia | ||||
| discharging entity in Shandong | Ammonia nitrogen: | nitrogen: 0 tons | |||||
| Province | 0.4 tons | ||||||
| 5 | Jining No.2 Coal Mine (Key pollutant | COD: 30.7 tons | COD: 4.4 tons Ammonia | ||||
| discharging entity in Shandong | Ammonia nitrogen: | nitrogen: 0.04 tons | |||||
| Province) | 2.9 tons | ||||||
| 6 | Jining No.3 Coal Mine (Key pollutant | COD: 362.9 tons | COD: 5.0 tons Ammonia | ||||
| discharging entity in Shandong | Ammonia nitrogen: | nitrogen: 0.15 tons | |||||
| Province) | 18.1 tons | ||||||
| 7 | Zhaolou Coal Mine (Key pollutant | “Comprehensive Discharge Standard of | COD: 95.4 tons | COD: 4.9 tons Ammonia | |||
| discharging entity in Shandong | Water Pollutants in the Basin Part 1: Nansi | Ammonia nitrogen: | nitrogen: 0.01 tons | ||||
| Province) | Lake Dongping Lake Basin” (DB37/3416.1– | 5.9 tons | |||||
| 2018) | |||||||
| 8 | Xinglongzhuang Coal Mine (Key | “Standard of Water Pollutants in the Basin | COD: 109.0 tons | COD: 0.7 tons Ammonia | |||
| industrial wastewater discharging | Part 1: Nansi Lake Dongping Lake Basin” | Ammonia nitrogen: | nitrogen: 0.003 tons | ||||
| entity in Shandong Province, | (DB37/3416.1-2018); “Emission Standard | 5.5 tons | |||||
| National key pollutant discharging | of Pollutants for Urban Sewage Treatment | ||||||
| entity of household waste water) | Plants” (GB 18918-2002) | ||||||
| 9 | Tianchi Coal Mine of Shanxi Neng | “Surface Water Environmental Quality | No total emission | COD: 3.5 tons Ammonia | |||
| Hua (Key pollutant discharging entity | Standard” (GB3838-2002) | requirements for | nitrogen: 0.18 tons | ||||
| of Jinzhong City | COD, ammonia | ||||||
| nitrogen |
Yankuang Energy Group Company Limited Interim Report 2022 47
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
| Actual discharging | |||||||
|---|---|---|---|---|---|---|---|
| Annual pollutant | volume in for the | ||||||
| Key pollutant | Types of | Discharging | discharging | six months ended | |||
| No. | discharging entities | pollutant | Main pollutants | method | Discharging standard | permission volume | 30 June 2021 |
| 10 | Coal-to-Oil Branch of Shaanxi | Boiler flue gas | PM (particulate | Smoke and gas | “Emission Standard of Air Pollutants for | PM: 96.6 tons | PM: 6.7 tons |
| Future Energy Company (National | matter), SO2, NOX | discharged to | Boilers in Shaanxi Province” (DB61/1226- | SO2: 617.0 tons | SO2: 27.9 tons | ||
| key pollutant discharging entity) | the air after | 2018) | NOX: 1,149.4 tons | NOX: 234.6 tons | |||
| purification; | |||||||
| and the waste | |||||||
| water recycled | |||||||
| for utilization | |||||||
| after treatment | |||||||
| in waste water | |||||||
| treatment station | |||||||
| and the remaining | |||||||
| discharged | |||||||
| 11 | Zhuanlongwan Coal Mine of Ordos | “Boiler Air Pollutant Emission Standard” | PM: 19.4 tons | PM: 3.7 tons | |||
| Company (Ordos City key pollutant | (GB13271-2014) | SO2: 89.4 tons | SO2: 8.9 tons | ||||
| discharging entity) | NOX: 114.8 tons | NOX: 22.3 tons | |||||
| 12 | Shilawusu Coal Mine of Ordos | PM: 23.5 tons | PM: 0.1 tons | ||||
| Nenghua (Ordos City pollutant | SO2: 107.2 tons | SO2: 29.1 tons | |||||
| discharging entity | NOX: 81.0 tons | NOX: 27.4 tons | |||||
| 13 | Jinjitan Coal Mine (Yulin City key | “Boiler Air Pollutant Emission Standard” | PM: 14.0 tons | PM: 0.4 tons | |||
| pollutant discharging entity) | (GB13271-2014) | SO2: 46.6 tons | SO2: 0.4 tons | ||||
| NOX: 93.1 tons | NOX: 10.2 tons | ||||||
| 14 | Rongxin Chemicals of Ordos | “Emission Standard of Air Pollutants for | PM: 243.7 tons | PM: 4.4 tons | |||
| Company (National key air pollutant | Thermal Power Plants” (GB13223-2011) | SO2: 492.8 tons | SO2:61.8 tons | ||||
| discharging entity) | NOX: 923.0 tons | NOX:126.4 tons | |||||
| 15 | Zhaolou Power Plant (National key | Smoke and gas | “Shandong Province Thermal Power | PM: 34.6 tons | PM: 4.2 tons | ||
| pollutant discharging entity) | discharged to the | Plant Air Pollutant Emission Standard” | SO2: 242.4 tons | SO2: 30.0 tons | |||
| air after purification | (DB37/664-2019) | NOX: 346.3 tons | NOX: 89.8 tons | ||||
| 16 | Jisan Power (National key pollutant | PM: 32.4 tons | PM: 5.8 tons | ||||
| discharging entity) | SO2: 226.9 tons | SO2: 25.3 tons | |||||
| NOX: 319.0 tons | NOX:143.3 tons | ||||||
| 17 | Power Plants affiliate to Inner | “Emission Standard of Air Pollutants for | PM: 374 tons | PM: 17.5 tons | |||
| Mongolia Mining Company (Ulan | Thermal Power Plants” (GB13223-2011) | SO2: 1,522.1 tons | SO2: 81.6 tons | ||||
| Qab key pollutant discharging entity) | NOX:1,522.1 tons | NOX: 232.3 tons |
48 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
| Actual discharging | |||||||
|---|---|---|---|---|---|---|---|
| Annual pollutant | volume in for the | ||||||
| Key pollutant | Types of | Discharging | discharging | six months ended | |||
| No. | discharging entities | pollutant | Main pollutants | method | Discharging standard | permission volume | 30 June 2021 |
| 18 | Yulin Neng Hua (National key | Boiler flue | PM (particulate | Smoke and gas | “Shaanxi Province Boiler Air Pollutant | PM: 169.8 tons | PM: 7.4 tons |
| pollutant discharging entity) | gas, industrial | matter), SO2, NOX, | discharged to the |
Emission Standard (DB61/1226- | SO2: 1,042.7 tons | SO2: 72.7 tons | |
| wastewater, | chemical oxygen | air after purification, 2018);“Shaanxi Province Yellow River |
NOX: 590.8 tons | NOX: 121.6 tons | |||
| household | demand (COD), | and the waste | Basin Sewage Comprehensive Discharge | COD: 90.5 tons | COD: 1.2 tons | ||
| wastewater | ammonia nitrogen | water recycled | Standard” (DB61/224-2018) | Ammonia nitrogen: | Ammonia nitrogen: 0.11 | ||
| for utilization | 14.5 tons | tons | |||||
| after treatment | |||||||
| in waste water | |||||||
| treatment station | |||||||
| and the remaining | |||||||
| discharged | |||||||
| 19 | Yankuang Lunan Chemical | “Shandong Province Thermal Power | PM: 93.8 tons | PM: 11.4 tons | |||
| Company (National key air pollutant | Plant Air Pollutant Emission Standard” | SO2: 544.9 tons | SO2: 54.3 tons | ||||
| discharging entity) | (DB37/664-2019); “Regional Air Pollutant | NOX: 787.1 tons | NOX: 171.5 tons | ||||
| Comprehensive Emission Standard” | COD: 577.0 tons | COD: 204.0 tons | |||||
| (DB37/2376-2019); “Comprehensive | Ammonia nitrogen: | Ammonia nitrogen: 7.96 | |||||
| Discharge Standard of Water Pollutants | 91.0 tons | tons | |||||
| in the Basin Part 1: Nansi Lake Dongping | |||||||
| Lake Basin” (DB37/3416.1-2018) |
- Construction and operation of pollution control facilities
The relevant subsidiaries of the Group have built complete pollution source treatment facilities. The pollution control facilities operate in parallel with the production system to ensure that pollutants are discharged according to relevant standards.
The coal mines enterprises affiliated to the Group have built mine water and domestic sewage treatment facilities. Through the construction of silos, closed coal sheds and closed material sheds, the Group finished the complete closure of the coal yard and coal gangue yard. The power plant boilers have all completed ultra-low emission renovation. Chemical enterprises have built industrial sewage treatment plants, and boilers have undergone ultra-low emission modification as required. Currently, VOCs are being treated.
49
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
| No. | Key pollutant discharging entities | Construction and operation of pollution control facilities |
|---|---|---|
| 1 | Nantun Coal Mine | A mine water treatment station and a domestic sewage treatment station have |
| 2 | Zhaolou Coal Mine | been established as required, which are all in normal operation. Closed coal sheds |
| and closed material sheds have been built. High salt mine water treatment facility is | ||
| under construction. | ||
| 3 | Jining No.3 Coal Mine | A mine water treatment station and a domestic sewage treatment station |
| have been established as required, which are all in normal operation. Closed | ||
| coal sheds and closed material sheds have been built. High salt mine water | ||
| treatment facility is in normal operation. | ||
| 4 | Dongtan Coal Mine | A mine water treatment station and a domestic sewage treatment station |
| 5 | Jining No.2 Coal Mine | have been established as required, which are all in normal operation. Closed |
| coal sheds and closed material sheds have been built. High salt mine water | ||
| treatment facility is in normal operation. The domestic sewage reconstruction | ||
| and expansion project is under construction. | ||
| 6 | Yangcun Coal Mine | A mine water treatment station and a household wastewater treatment station have |
| 7 | Xinglongzhuang Coal Mine | been built as required, which are all in normal operation. Sealed coal sheds and |
| sealed material sheds have been set up. | ||
| 8 | Baodian Coal Mine | A mine water treatment station and a domestic sewage treatment station have |
| been established as required, which are all in normal operation. Closed coal sheds | ||
| and closed material sheds have been built. High salt mine water treatment facility is | ||
| in normal operation. | ||
| 9 | Tianchi Coal Mine | A mine water treatment station and a household wastewater treatment station have |
| been built as required, which are all in normal operation. 2 natural gas boilers have | ||
| been built to replace coal burned boiler, while one is 10 steam tons and the other is | ||
| 6 steam tons. | ||
| 10 | Zhuanlongwan Coal Mine of Ordos | Zhuanlongwan Coal Mine has a mine water treatment station and a domestic |
| Company | sewage treatment station as required, which are all in normal operation. It also | |
| has 3 boilers of 20 steam tons each, which are all equipped with de-dusting, | ||
| desulfurization and de-nitration facilities and are in normal running. | ||
| 11 | Shilawusu Coal Mine of Ordos | Shilawusu has a mine water treatment station and a household wastewater |
| Company | treatment station as required, which are all in normal operation. It also has | |
| 3 boilers with 20 steam tons each, and 1 circulating fluidized bed boiler with | ||
| 45 steam tons, which are equipped with de-dusting, desulfurization and de- | ||
| nitration facilities and are in normal operation. | ||
| 12 | Jinjitan Coal Mine | Jinjitan has a mine water treatment station and a household wastewater treatment |
| station as required, which are all in normal operation. It also has 2 boilers with 65 | ||
| steam tons each, which are equipped with de-dusting,desulfurizationand de- | ||
| nitration facilities and are in normal operation. | ||
| 13 | Coal-to-Oil Company of Future Energy | Future Energy has an industrial water treatment plant in normal operation, which |
| discharges the waste water after treatment for recycling use after further treatment. | ||
| It also has 3 boilers with 480 steam tons each in normal operation, which are all | ||
| equipped with de-dusting,desulfurizationand de-nitration facilities. which have | ||
| completed ultra-low emission retrofit and are in normal operation |
50 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
| No. | Key pollutant discharging entities | Construction and operation of pollution control facilities |
|---|---|---|
| 14 | Yulin Neng Hua | 2 industrial wastewater treatment stations have been built as required and are in |
| normal operation. It also has 4 coal fines boilers of 260 steam tons, which are all | ||
| equipped with de-dusting,desulfurizationand de-nitration facilities, which have | ||
| completed ultra-low emission retrofit and are in normal operation | ||
| 15 | Rongxin Chemicals of Ordos Company | Rongxin Chemicals has built two domestic sewage treatment stations as required, |
| which are all in normal operation. It also has 3 units of 220 steam tons and 2 units | ||
| of 380 steam tons circulating fluidized bed boilers, which are all equipped with de- | ||
| dusting,desulfurizationand de-nitration facilities, which have completed ultra-low | ||
| emission retrofit and are in normal operation. | ||
| 16 | Lunan Chemicals | Lunan Chemicals has an industrial waste water treatment plant in normal operation |
| as required. It also has 2 circulating fluidized bed boilers of 130 steam tons each, | ||
| 2 circulating fluidized bed boilers of 260 steam tons and 2 pulverized coal boilers of | ||
| 480 steam tons, which are all equipped with de-dusting,desulfurizationand | ||
| de-nitration facilities and have completed ultra-low emission retrofit. | ||
| 17 | Zhaolou Power Plant | It has 1 boiler, with total capacity of 1,025 steam tons, which is all equipped with |
| de-dusting,desulfurizationand de-nitration facilities and has achieved ultra-low | ||
| emission retrofit and is in normal operation. | ||
| 18 | Jisan Power | It has 2 boilers, with total capacity of 880 steam tons, which are all equipped with |
| de-dusting,desulfurizationand de-nitration facilities and have achieved ultra-low | ||
| emission retrofit and are in normal operation. | ||
| 19 | Power Plants affiliated to Inner | It has 2 boilers, with total capacity of 2,478 steam tons, which are all equipped with |
| Mongolia Mining | de-dusting,desulfurizationand de-nitration facilities and have achieved ultra-low | |
| emission retrofit and are in normal operation. |
- Environmental impact assessment on constructive projects and other administrative licenses for environmental protection
The Group conscientiously abides by the Environmental Impact Assessment Law and other relevant laws and regulations, and strictly fulfills the environmental management procedures of construction projects, implements the requirements of environmental impact assessment and carries out environmental impact assessment before the commencement of projects construction. In accordance with the requirements for environmental impact assessment and the government replies, the pollution control & ecological preservation projects and the main construction project are designed, constructed and put into use at the same time. The Group implements the requirements for environmental inspection and acceptance for construction projects upon completion, and carry out independent environmental inspection and acceptance after the trial operation to ensure that the construction of projects is consistent with laws and regulations.
All the key emission units of the Group have applied for emission permits and discharged pollutants as required, and the permits are all within the validity period.
51
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
4. Contingency plan for emergent environmental incidents
Each production unit of the Group has prepared contingency plans for environmental emergencies on its own through authorized qualified units, which are assessed by the competent environmental protection administration department of the government and relevant experts for record. At the same time, the Group has prepared sufficient emergency facilities, carried out regular emergency drills to improve the capability of preventing and controlling environmental pollution incidents so as to minimize or reduce the occurrence of environmental incidents.
5. Environmental self-monitoring program
The coal mines affiliated to the Group are all equipped with sewage online monitoring system and PM10 coal field online monitoring facilities. The boilers of power plants are all equipped with exhaust gas online monitoring facilities. The chemical enterprises are all equipped with industrial waste water and boiler exhaust online monitoring facilities. All these online monitoring facilities are connected to the monitoring platform of the government to realize real-time supervision. As required, each production unit of the Group has prepared self-monitoring plans, carried out self-monitoring regularly, and disclosed monitoring information of key pollution sources to the public. The main methods of monitoring are online monitoring and entrusted monitoring.
(1) Online monitoring
-
① Mine water. Online monitoring of COD in the discharge water from the coal mine is carried out every two hours by a third party as required and the monitoring data is synchronized to the government monitoring platform in a real time manner.
-
② Household wastewater. Online monitoring of COD, ammonia nitrogen, TP and TN in the discharge water is carried out every two hours by a third party as required and the monitoring data is synchronized to the government monitoring platform in a real time manner.
-
③ Industrial wastewater. Online monitoring of COD, ammonia nitrogen, TP and TN in the discharge water is carried out every two hours by a third party as required and the monitoring data is synchronized to the government monitoring platform in a real time manner.
-
④ Boiler smoke. Online monitoring of SO2, NOX, and particulate matter is carried out once an hour by a third party as required and the monitoring data is synchronized to the government monitoring platform in a real time manner.
-
⑤ Online monitoring of PM10 in coal yard. Online monitoring of PM10 in coal yard exit is carried out once an hour by a third party as required and the monitoring data is synchronized to the government monitoring platform in a real time manner.
52 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
-
(2) Entrusted monitoring
-
① Monitoring of pollutants in the discharge water is carried out by a third party as required once a month and the monitoring objectives shall refer to the “Standard for the Discharge of Pollutants in Urban Sewage Treatment Plant”.
-
② The Group has entrusted a third party to implement manual monitoring of particulate matter, SO2 and NOX quarterly.
-
③ The Group has entrusted a third party to implement plant boundary noise monitoring quarterly.
-
④ The monitoring of radioactive sources has been conducted by a third party as required yearly.
-
-
Administrative penalties due to environmental issues during the reporting period
Administrative penalties due to environmental issues in the first half of 2022
| Notification | Penalty | |||||
|---|---|---|---|---|---|---|
| No. | Entity for penalty | Inspection authorities | number | Issues | (RMB0’000) | |
| 1 | Zhaolou Coal Mine | Heze Ecological | He Yun Huan Fa Zi | The amount of silver sulfate and |
73 | |
| Environment Bureau | [2022] No.300114 | total salt in the external drainage | ||||
| Yuncheng County Branch | exceeds the standard. | |||||
| Total | 73 |
- Other environmental information that should be disclosed
Not applicable
-
(II) Environmental Protection Statement for Companies Other Than the Key Pollutant Discharging Entities
-
Administrative penalties due to environmental issues
Not applicable.
- Disclosure of Other Environmental Information with Reference to the Key Pollutant Discharging Entities
Not applicable.
53
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
3. Reasons for Not Disclosing Other Environmental Information
In accordance with the principles of source prevention, process control, and end treatment, the Group implements clean production and carries out pollution prevention in order to minimize the impact of production on the environment. At the same time, the Group actively carries out water and soil conservation, subsided area management, reclamation and greening, ecological construction, etc., in order to protect and improve the local ecological environment. The companies or subsidiaries other than the key pollutant discharging entities are mainly involved in energy resource consumption and emission from daily office operations and have minor impacts on the environment, so they did not disclose environmental information. In addition, these companies strictly abide by the Environmental Protection Law of the People’s Republic of China, the Water Pollution Prevention Law of the People’s Republic of China, the Air Pollution Prevention Law of the People’s Republic of China, and the Solid Waste Pollution Prevention Law of the People’s Republic of China.
The coal mines owned by Yancoal Australia strictly abide by relevant Australian environmental protection laws, regulations and supervision regulations. These coal mines are equipped with pollution prevention and control facilities, which are in full operation. The discharge of exhaust gas, wastewater, solid waste and other pollutants is in compliance with local pollutant discharge standards. For possible environmental accident risks, Yancoal Australia has formulated emergency plans for environmental accidents and other emergencies, and established a communication and reporting system to local governments, environmental protection regulatory agencies, and community residents that may be affected. For the environmental information of Yancoal Australia, please refer to the “Environmental, Social and Governance Report” regularly disclosed by Yancoal Australia.
(III) Description of the Follow-up Progress or Changes in the Disclosure of Environmental Information during the Reporting Period
Not applicable.
- (IV) Relevant Information that is Conducive to Protecting the Ecology, Preventing and Controlling Pollution, and Fulfilling Environmental Responsibilities
The Group actively promoted the construction of key projects on pollution prevention and control, and the status of key projects during the reporting period is as follows:
Deep treatment facilities for high saline water in Dongtan Coal Mine, Jining No. 2 Coal Mine, Jining No. 3 Coal Mine have been put into operation. The quality of the external drainage water is controlled below 650mg/L for sulfate, and the total salt content is controlled below 1,600mg/L, which meet the discharge standards. And the water quality of the storage water body is expected to improve continuously.
54 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 5 ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES – CONTINUED
- (V) Measures Taken to Reduce Carbon Emissions during the Reporting Period and Their Effects.
Dongtan Coal Mine made every effort to promote the optimization and renovation of the mine water supply network, so as to reduce the leakage rate of the network and improve the utilization rate of water resources. Lunan Chemicals accelerated the implementation of the heat recovery and pressure boosting operation renovation project in the east plant area, shutting down three compressors and striving to achieve the power saving of 28 million kWh/year. Future Energy Coal-to-Oil Branch will improve the construction of power and water saving projects such as purification and de-oxygenation boiler feed pump renovation, desalination water ultra-filtration backwash water recycling, etc., and ensure that the projects will achieve power saving of 1.568 million kW-h/year and reduce carbon emissions by 1,231 tons after they are put into operation.
- II. SPECIFIC INFORMATION ON CONSOLIDATING THE RESULTS OF POVERTY ALLEVIATION AND IMPLEMENTING RURAL REVITALIZATION
In the first half of 2022, the Group actively fulfilled its social responsibility of revitalizing the rural areas by assisting villages from Heze City and Ordos City to realize revitalization of industry, talents, culture, ecology and organization, which showcased a positive SOE image. Focusing on industrial revitalization, the Groups led the villages to develop special planting projects, explored an industrial model that taps the synergy of party branch, enterprises and cooperatives and implemented organic vegetables, edible mushrooms, grapes and honeysuckle planting projects, which added opportunities for villagers to increase incomes. The groups actively merged into the local economic construction by supporting the implementation of the forest and fruit economy projects and food deep processing projects in Ejin Horo Banner, Inner Mongolia. Focusing on talent revitalization, the Group actively organized local party committee, villagers self-governing committee and farmers to conduct on-site studies so as to guide villagers to adopt scientific planting methods and implement standardized management. The Group actively recruited “rural revitalization partners” and provided free training on skills such as pastry and electric welding to over 50 trainees, which cleaned the obstacles (lack of skills) to employment. The Group also held legal lectures and invited judicial departments and lawyers at municipal and county levels to conduct relevant legal advocacy activities in rural areas so as to safeguard the development of the countryside. For cultural revitalization, the Group carried out in-depth educational campaigns on customs changing. By frequently organizing festival themed activities, the Group contributed to the cultivation of country civilization in the new era. The Group has organized villagers to watch films and Chinese opera performances for a total of 25 times and held variety shows on a regular basis, bringing cultural feeds to villagers continuously. For ecological revitalization, the group offered help to villages with insufficient and backward infrastructures by setting up party service groups, renovating village roads, filling pits and ponds as well as planting trees with the goal of achieving urban and rural integration in terms of environment and sanitation and establishing beautiful modern villages. For the organization revitalization, the Group has summarized the characteristics of rural party building work, developed a series of opinions on the implementation of brand village party branch building projects and formed a standardized and effective party building work mechanism. By comprehensively standardizing the rules of procedure and decisionmaking procedures of village affairs, the Group ensured that the village party branch and party members could function effectively.
55
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS
I. PERFORMANCE OF UNDERTAKINGS
(The financial data listed in this section are calculated in accordance with the CASs)
- (I) Undertakings of the Actual Controller of the Company, the Shareholders, the Related Parties, the Buyer, the Company and Other Related Parties During the Reporting Period or Extended to the Reporting Period
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| Undertakings | Resolve | Shandong | Avoidance of horizontal competition. | Year 1997 | No | Yes | Under normal | None |
| Related to IPO | horizontal | Energy | Yankuang Group and the Company | Long-term | performance | |||
| competition | entered into the Restructuring | effective | ||||||
| Agreement when the Company was | ||||||||
| carrying out the restructure in 1997, | ||||||||
| pursuant to which, Yankuang Group | ||||||||
| undertook that it would take various | ||||||||
| effective measures to avoid horizontal | ||||||||
| competition with the Company. | ||||||||
| Other undertakings | Others | Shandong | Shandong Energy made undertakings | 27 July 2018 | No | Yes | Under normal | None |
| Energy | in relation to finance business with | Long-term | performance | |||||
| Yankuang Finance Company as | Effective | |||||||
| followings. |
56 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| 1.In view of the independence of | ||||||||
| Yankuang Energy in assets, business, | ||||||||
| personnel, finance and other aspects | ||||||||
| from Shandong Energy, Shandong | ||||||||
| Energy will continue to maintain | ||||||||
| the independence of Yankuang | ||||||||
| Energy and fully respect its right of | ||||||||
| management; Yankuang Energy | ||||||||
| and its subsidiary Yankuang Finance | ||||||||
| Company will decide on the financial | ||||||||
| business between Yankuang | ||||||||
| Finance Company and Shandong | ||||||||
| Energy on its own accord based | ||||||||
| on the requirements of business | ||||||||
| development in compliance with | ||||||||
| relevant supervisory regulations and | ||||||||
| the rules of procedures for decision- | ||||||||
| making as stipulated in the Articles | ||||||||
| and the Articles of Yankuang Finance | ||||||||
| Company Limited. | ||||||||
| 2.To ensure the safety of the | ||||||||
| Company’s fund managed by | ||||||||
| Yankuang Finance Company, | ||||||||
| Shandong Energy and its controlled | ||||||||
| companies undertook to carry out | ||||||||
| financial business with Yankuang | ||||||||
| Finance Company in accordance | ||||||||
| with laws and regulations, and will | ||||||||
| not appropriate the Company’s fund | ||||||||
| through Yankuang Finance Company | ||||||||
| in any other forms. |
57
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| 3.In case Shandong Energy | ||||||||
| and its controlled companies | ||||||||
| misappropriated any capital fund of | ||||||||
| Yankuang Energy through Yankuang | ||||||||
| Finance Company or in any other | ||||||||
| form and caused any loss, Shandong | ||||||||
| Energy and its controlled companies | ||||||||
| will make full amount compensation | ||||||||
| in cash. | ||||||||
| 4.Shandong Energy undertook to | ||||||||
| strictly abide by the relevant rules | ||||||||
| and regulations of CSRC, Shanghai | ||||||||
| Stock Exchange and the Articles, | ||||||||
| exercise the shareholder’s rights and | ||||||||
| perform the shareholder’s obligations | ||||||||
| as equally as other shareholders, | ||||||||
| and neither seek unfair interest by | ||||||||
| use of the position as the controlling | ||||||||
| shareholder, nor impair the legal | ||||||||
| interests of Yankuang Energy and | ||||||||
| other public shareholders. |
58 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| Others | Shandong | On 30 September 2020, Shandong | 2020-2022 | Yes | Yes | Under normal | None | |
| Energy | Energy and Yankuang Energy | performance | ||||||
| signed the “Equity and Assets | ||||||||
| Transfer Agreement” agreeing | ||||||||
| that Yankuang Energy will acquire | ||||||||
| relevant assets of Shandong Energy | ||||||||
| for approximately RMB18.355 billion | ||||||||
| in cash (the “Transaction”), including | ||||||||
| 49.315% equity of Future Energy, | ||||||||
| 100% equity of Fine Chemicals, | ||||||||
| 100% equity of Lunan Chemicals, | ||||||||
| 100% equity of Yankuang Jining | ||||||||
| Chemical Equipment Co., Ltd. | ||||||||
| (“Chemical Equipment”), 100% | ||||||||
| equity of Yankuang Coal Chemicals | ||||||||
| Supply and Marketing Co., Ltd.(“Coal | ||||||||
| Chemicals Supply and Marketing”), | ||||||||
| 99% equity of Jining No.3 Power | ||||||||
| (the foregoing subjects are | ||||||||
| collectively referred to as the “Target | ||||||||
| Companies”, and the foregoing | ||||||||
| equity interests are referred to as the | ||||||||
| “Target Equity”) and related assets of | ||||||||
| the Information Center of Yankuang | ||||||||
| Group. Based on the confidence in | ||||||||
| the future development prospects of | ||||||||
| the target companies and referring to | ||||||||
| the asset appraisal report filed by the | ||||||||
| competent state-owned regulatory | ||||||||
| authority, Shandong Energy agreed | ||||||||
| to make the following commitments | ||||||||
| regarding the performance of the | ||||||||
| target equity in the next three years. |
59
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| 1.Shandong Energy promised that | ||||||||
| for 2020-2022 (the “Commitment | ||||||||
| Period”), calculated in accordance | ||||||||
| with Chinese Accounting Standards, | ||||||||
| the total amount of the audited net | ||||||||
| profit (“Net Profit”) attributable to | ||||||||
| shareholders of the parent company | ||||||||
| after deducting non-recurring gains | ||||||||
| and losses corresponding to the | ||||||||
| target equity will not be less than | ||||||||
| RMB4.314 billion (“Committed Net | ||||||||
| Profit”). At the same time, Shandong | ||||||||
| Energy’s promised net profit is | ||||||||
| determined with reference to the | ||||||||
| asset appraisal report filed by the | ||||||||
| competent state-owned regulatory | ||||||||
| authority. Future Energy and Jining | ||||||||
| No.3 Power’s promised net profit are | ||||||||
| determined in accordance with the | ||||||||
| equity proportions participating in the | ||||||||
| transaction, namely 49.315% and | ||||||||
| 99%. |
60 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| 2.After the commitment period, | ||||||||
| if the total amount of actual net | ||||||||
| profit corresponding to the target | ||||||||
| equity does not reach the promised | ||||||||
| net profit, Shandong Energy will | ||||||||
| compensate Yankuang Energy in | ||||||||
| cash. The specific compensation | ||||||||
| amount is calculated based on | ||||||||
| the gap between the committed | ||||||||
| net profit and the actual net profit | ||||||||
| corresponding to the target equity. | ||||||||
| Among them, the actual net profit | ||||||||
| corresponding to 49.315% equity | ||||||||
| of Future Energy or 99% equity of | ||||||||
| Jining No.3 Power = (Net profit of | ||||||||
| Future Energy or Jining No.3 Power | ||||||||
| attributable to shareholders of the | ||||||||
| parent company after deducting | ||||||||
| non-recurring gains and losses in | ||||||||
| each year)×Future Energy’s or | ||||||||
| Jining No.3 Power’s equity ratio in | ||||||||
| this transaction. The actual net profit | ||||||||
| for each year shall be determined | ||||||||
| based on the net profit attributable to | ||||||||
| shareholders of the parent company | ||||||||
| after deducting non-recurring gains | ||||||||
| and losses confirmed in the special | ||||||||
| audit report issued by the accounting | ||||||||
| firm engaged by Yankuang Energy | ||||||||
| and Shandong Energy. The | ||||||||
| accounting firm shall be jointly | ||||||||
| recognized by Shandong Energy and | ||||||||
| Yankuang Energy. |
61
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| With | Reasons | Measures in | ||||||
|---|---|---|---|---|---|---|---|---|
| Date and | Performance | Perform | for Failure | Case of Failure | ||||
| Term of | Deadline or | Timely and | of Timely | of Timely | ||||
| Background | Type | Undertaker | Undertakings | Undertakings | Not | Strictly or Not | Performance | Performance |
| 3.Shandong Energy promises | ||||||||
| to perform all the compensation | ||||||||
| obligations after the issuance of the | ||||||||
| special audit report of the target | ||||||||
| companies, and within 30 days after | ||||||||
| receiving the notice from Yankuang | ||||||||
| Energy that clarifies the specific | ||||||||
| amount to be compensated during | ||||||||
| the commitment period. | ||||||||
| 4. If during the commitment period | ||||||||
| due to force majeure (“Force majeure” | ||||||||
| refers to objective circumstances | ||||||||
| that cannot be foreseen, unavoidable | ||||||||
| and cannot be overcome when the | ||||||||
| Shandong Energy and Yankuang | ||||||||
| Energy signed the “Equity and Asset | ||||||||
| Transfer Agreement”, including | ||||||||
| but not limited to: (1) Natural | ||||||||
| disasters, such as earthquakes | ||||||||
| and tsunamis, typhoons, volcanic | ||||||||
| eruptions, landslides, avalanches, | ||||||||
| mudslides, epidemics, etc.; (2) | ||||||||
| Social abnormal events, such as | ||||||||
| wars, armed conflicts, strikes, riots, | ||||||||
| uprising, etc.; (3) Changes in laws, | ||||||||
| regulations or policies, government | ||||||||
| control orders or decisions), the | ||||||||
| normal production and operation of | ||||||||
| the target companies is materially | ||||||||
| and adversely affected or the target | ||||||||
| companies are no longer controlled | ||||||||
| by Yankuang Energy, from the year | ||||||||
| in which the foregoing situation | ||||||||
| occurred (including the year), | ||||||||
| Shandong Energy may adjust the | ||||||||
| amount of committed net profit and | ||||||||
| other content accordingly based | ||||||||
| on the degree of influence of the | ||||||||
| foregoing circumstances. |
62 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
- II. NON-OPERATING CAPITAL MISAPPROPRIATED BY CONTROLLING SHAREHOLDERS AND OTHER RELATED PARTIES DURING THE REPORTING PERIOD
Not Applicable.
- III. VIOLATION OF GUARANTEES
Not Applicable.
- IV. AUDITING OF INTERIM REPORT
Not Applicable.
- V. CHANGES AND HANDLING OF MATTERS INVOLVED IN NON-STANDARD AUDIT OPINIONS IN THE ANNUAL REPORT OF THE PREVIOUS YEAR
Not Applicable.
- VI. MATTER RELATED TO BANKRUPTCY AND REORGANIZATION
Not Applicable.
63
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
VII. SIGNIFICANT LITIGATION AND ARBITRATION EVENTS
- (I) Litigation and Arbitration Events Disclosed in the Extraordinary Announcements and with No Subsequent Progress
Item Overview
Arbitration Involving Inner Mongolia New Changjiang Mining & Investment Co., Ltd. (“New Changjiang”) and Yankuang Energy
In April 2018, New Changjiang submitted an arbitration application to China International Economic and Trade Arbitration Commission (“CIETAC”) for the violation of the relevant equity transfer agreements by Yankuang Energy and requested Yankuang Energy to pay a total of approximately RMB1.435 billion, comprising the consideration for the equity transfer of RMB749 million, penalty of RMB656 million, and the legal fees, arbitration fees and preservation fees involved in this case.
Query index
For details, please refer to the arbitration announcement dated 9 April 2018. The above announcement was also posted on the websites of the Shanghai Stock Exchange, the HKEX and the Company and/or China Securities Journal, Shanghai Securities News and Securities Times.
CIETAC held two hearings on the case in October 2018 and December 2018, respectively, and no ruling was issued.
In April 2019, New Changjiang changed its arbitration request to the termination of the equity transfer agreement and obtained the permission of CIETAC.
CIETAC held the third and fourth hearings on the case in August 2019 and December 2019 respectively.
On 30 December 2020, CIETAC issued a ruling of suspension of the arbitration procedure.
The case is currently suspended and it is not yet possible to determine the impact of the above arbitration matters on the Company’s profits after the reporting period.
64
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
- (II) Litigation and Arbitration Not Disclosed in Extraordinary Announcements or with Subsequent Progress
Unit: RMB0’000
| During the reporting | period: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Jointly and | Estimated | ||||||||
| Defendant | severally liable | liabilities | Judgment | ||||||
| Plaintiff (applicant) | (respondent) | party | Type | Background | Amount Involved | and amount | Progress | Judgment and impact | execution |
| Xiamen Xinda | Shandong Zhongyin | Yankuang | Litigation | In March 2020, Xiamen Xinda sued Zhongyin Logistics and | 23266.09 | No | Under the | The case is currently under | – |
| Co., Ltd. (“Xiamen | Logistics Co., Ltd. | Energy | Yankuang Energy to the Xiamen Intermediate People’s | second instance | second instance proceedings, | ||||
| Xinda”) | (“Zhongyin Logistics”) | Court (“Xiamen Intermediate Court”) on the grounds of the | proceedings | and it is not yet possible | |||||
| dispute over the sale and purchase contract, requesting | to judge the impact of this | ||||||||
| Zhongyin Logistics to return the cargo principal and the | litigation matter on the | ||||||||
| corresponding interest of RMB232.6609 million. The | Company’s profit after the | ||||||||
| Company is required to bear joint and several liability. | period. | ||||||||
| In June 2022, the Xiamen Intermediate Court rejected | |||||||||
| Xiamen Xinda’s lawsuit in the first instance and Yankuang | |||||||||
| Energy won the case. | |||||||||
| Xiamen Xinda has now appealed to the Fujian Provincial | |||||||||
| High People’s Court. | |||||||||
| Yankuang Energy | Bill debtors including | Bill debtors | Litigation | In January 2019, citing the bills dispute, the Company | 27,210.00 | No | Case closed | As of the end of the reporting | Being executed |
| Baota Shenghua | including Baota | appealed in 89 cases against related bills debtors to | period, the Company has | ||||||
| Trading Group Co., | Petrochemical | Liangshan People’s Court, requiring the Company to | made impairment provision | ||||||
| Ltd., Inner Mongolia | Group Finance | exercise its rights of recourse to the bills. The Company | for the full amount involved | ||||||
| Yanmeng Coal | Co., Ltd. | holds 150 pieces of acceptance bills made by Baota | in this case, and this lawsuit | ||||||
| Transportation and | (“Baota Finance | Finance Company as the payer, with a total amount of | will not adversely affect the | ||||||
| Sales Co., Ltd. | Company”), | RMB272.1 million. As Baota Finance Company cannot | Company’s profit after the | ||||||
| Baota | meet the due payment, the Company exercises the right of | period. | |||||||
| Petrochemical | recourse to safeguard the legitimate rights and interests. | ||||||||
| Group Co., Ltd. | |||||||||
| The Company has recovered RMB3 million in two | |||||||||
| cases, which were settled; the remaining 87 cases were | |||||||||
| transferred to Yinchuan Intermediate Court. | |||||||||
| By now, Yankuang Energy has won all the remaining 87 | |||||||||
| cases and applied for execution. |
65
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| During the reporting | period: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Jointly and | Estimated | ||||||||
| Defendant | severally liable | liabilities | Judgment | ||||||
| Plaintiff (applicant) | (respondent) | party | Type | Background | Amount Involved | and amount | Progress | Judgment and impact | execution |
| CRRC Shijiazhuang | Yankuang Energy | Beijing Baota | Litigation | From December 2018, citing the bill dispute, the holders | 5,595.00 | No | Case closed | The Company has paid | – |
| Vehicle Co., Ltd., | International | of the acceptance bill of Baota Finance Company sued | RMB43.25 million in | ||||||
| Shijiazhuang | Economic | Yankuang Energy in 45 cases respectively, demanding | accordance with the court’s | ||||||
| Gongbei Heavy | and Technical | to exercise the right of recourse for the bills, involving a | judgment. | ||||||
| Machinery Co., | Cooperation | total amount of RMB55.95 million. | |||||||
| Ltd. and other bills | Co., Ltd., Baota | ||||||||
| holders | Finance Co., Ltd. | Up to present, the Company has lost 31 cases. After | |||||||
| and other bills | the Company lost the lawsuits, the Company assumed | ||||||||
| debtors | 31 cases of bill liability and paid RMB43.25 million; 14 | ||||||||
| cases were exempted from liability due to the defect of | |||||||||
| bills, with a total amount of RMB12.6 million. | |||||||||
| China Huarong | Yankuang Energy | Ordos | Litigation | In June 2020, China Huarong sued Jin Chengtai | 113,100.00 | No | Under the | The case is currently under | – |
| Asset Management | Jinchengtai | and others to the Hohhot Intermediate People’s | second instance | second instance proceedings, | |||||
| Co., Ltd., | Chemical | Court (“Hohhot Intermediate Court”) in two cases | proceedings | and it is not yet possible | |||||
| Inner Mongolia | Co., Ltd. | on the grounds of the dispute over the sale and | to judge the impact of this | ||||||
| Autonomous Branch | (“Jinchengtai”), | purchase contract, requesting Jin Chengtai to repay | litigation matter on the | ||||||
| (“China Huarong”) | etc. | the arrears of principal and corresponding interest | Company’s profit after the | ||||||
| and other expenses respectively RMB451 million | period. | ||||||||
| and RMB680 million. Since Jinchengtai pledged its | |||||||||
| accounts receivable from Yankuang Energy to China | |||||||||
| Huarong, China Huarong sued the Company as a third | |||||||||
| party to the Hohhot Intermediate Court and required | |||||||||
| the Company to fulfill the corresponding payment | |||||||||
| obligations within the pledged accounts receivable. | |||||||||
| In August 2020, the Company received the changed | |||||||||
| complaint, and China Huarong listed the Company as | |||||||||
| a co-defendant. | |||||||||
| In June 2021, the Hohhot Intermediate People’s Court | |||||||||
| opened a trial. | |||||||||
| In February 2022, the Company received a first | |||||||||
| instance judgment from the Huzhou Intermediate | |||||||||
| Court, which exonerated the Company from liability in | |||||||||
| favor of the lawsuit. | |||||||||
| China Huarong has now appealed to the High People’s | |||||||||
| Court of Inner Mongolia Autonomous Region. |
66
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| During the reporting | period: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Jointly and | Estimated | ||||||||
| Defendant | severally liable | liabilities | Judgment | ||||||
| Plaintiff (applicant) | (respondent) | party | Type | Background | Amount Involved | and amount | Progress | Judgment and impact | execution |
| Jinchengtai | Yankuang Energy | None | Arbitration | On 5 July 2022, Jinchengtai filed an arbitration | 101,590.15 | No | Arbitration | The case is currently under | – |
| application to China International Economic and Trade | arbitration and it is not yet | ||||||||
| Arbitration Commission (“CIETAC”) on the grounds of | possible to determine the | ||||||||
| the equity transfer contract dispute, requiring Yankuang | impact of this litigation on the | ||||||||
| Energy to pay the equity transfer fee and the overdue | Company’s profit after the | ||||||||
| fine of RMB1,015. 9015 million for Jinchengtai Phase III | period. | ||||||||
| Coal mine. | |||||||||
| Yankuang Energy | Linyi Mengfei Trading | Huasheng | Litigation | In July 2020, Yankuang Energy sued Linyi Mengfei to | 14,094.08 | No | Case closed | The case is currently under | Being executed |
| Co., Ltd. (“Linyi | Jiangquan | the Jining Intermediate People’s Court on the grounds | execution procedures, and it is | ||||||
| Mengfei”) | Group Co., Ltd. | of a coal sale contract dispute, requesting it to return | not yet possible to determine | ||||||
| (“Jiangquan | the principal of the purchase price of RMB140.9408 | the impact of this litigation | |||||||
| Group”), Zhang | million and the corresponding interest and other | matter on the Company’s | |||||||
| Yinlong, Wang | expenses. Jiangquan Group, Zhang Yinlong, Wang | profit after the period. | |||||||
| Wentao, Wang | Wentao and Wang Wensheng shall be jointly and | ||||||||
| Wensheng | severally liable for the above payment. The Jining | ||||||||
| Intermediate Court ruled in favor of the Company at | |||||||||
| first instance, and the opponent has appealed to the | |||||||||
| Shandong Provincial High People’s Court. | |||||||||
| In June 2022, the Shandong Provincial High People’s | |||||||||
| Court ruled in favor of the Company in the second | |||||||||
| instance and the Company has now applied for the | |||||||||
| execution. | |||||||||
| Qingdao Zhongyan | Dalian Container | None | Litigation | In April 2021, Qingdao Zhongyan, a wholly-owned | 16,924.64 | No | Under first | As of the end of the reporting | – |
| Trading Co., Ltd | Terminal Logistics | subsidiary of Yankuang Energy, sued Dalian Terminal | stance | period, the Company has | |||||
| (Qingdao Zhongyan) | Co., Ltd. (“Dalian | to the Dalian Maritime Court on the grounds of | proceedings | made impairment provision | |||||
| Terminal”) | a warehousing contract dispute, demanding | for the full amount involved | |||||||
| compensation of RMB169.2464 million for cargo | in this case, and this lawsuit | ||||||||
| losses. At present, the Dalian Maritime Court | will not adversely affect the | ||||||||
| Intermediate Court has not yet made a ruling. | Company’s profit after the | ||||||||
| period. |
67
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| During the reporting | period: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Jointly and | Estimated | ||||||||
| Defendant | severally liable | liabilities | Judgment | ||||||
| Plaintiff (applicant) | (respondent) | party | Type | Background | Amount Involved | and amount | Progress | Judgment and impact | execution |
| Duanxin Supply | Shagang (Beijing) | Tianjin Wantong | Litigation | In April 2021, Duanxin Supply Chain, a wholly-owned | 12,160.57 | No | Under first | As of the end of the reporting | – |
| Chain (Shenzhen) | International | Hengxin Group | subsidiary of Yankuang Energy, sued Shagang | stance | period, the Company has | ||||
| Co., Ltd. (Duanxin | Investment Co., Ltd. | Co., Ltd. (“Tianjin | Beijing to the Shenzhen Intermediate People’s Court | proceedings | made impairment provision | ||||
| Supply Chain) | (“Shagang Beijing”) | Wantong”), Li | (“Shenzhen Intermediate Court”) on the grounds of a | for the full amount involved | |||||
| Lei, Jiangsu | coal sale contract dispute, requesting it to return the | in this case, and this lawsuit | |||||||
| Shagang | cargo principal loan principal of RMB121.6057 million | will not adversely affect the | |||||||
| Group Co., | and corresponding penalty for overdue payment. | Company’s profit after the | |||||||
| Ltd. (“Shagang | Tianjin Wantong, Li Lei and Shagang Group shall be | period. | |||||||
| Group”) | jointly liable for the aforesaid payments. The Shenzhen | ||||||||
| Intermediate Court has not yet made a ruling. |
Note: The case of the sale contract dispute, under which, “Coal Chemicals Supply and Marketing” sued Guizhou Kailin Group Kuang Fei Co., Ltd. (“Kailin Kuang Fei”), has been closed after mediation. Kailin Kuang Fei agreed to repay the principal and interest of RMB190.795 million to Coal Chemicals Supply and Marketing. Guizhou Kailin Group Co., Ltd. and Guizhou Phosphorus Chemicals (Group) Co., Ltd. agreed to take joint and several liability for the above payment. At the end of the reporting period, the Company has received a repayment of RMB23.032 million.
(III) Other Explanations
Not applicable.
- VIII. PUNISHMENT AND RECTIFICATION OF THE LISTED COMPANY, ITS DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, SHAREHOLDERS AND ACTUAL CONTROLLERS
Mr. Tian Hui, an independent director of the Company, was warned and fined RMB100,000 by the Beijing Supervision Bureau of CSRC in November 2021 and was notified and criticized by the SSE in February 2022 respectively for the involvement of Beijing Haohua Energy Resource Co., Ltd. (“Haohua Energy”) in information disclosure violations during his tenure as an independent director of Haohua Energy (stock abbreviation: Haohua Energy; stock code: 601101).
- IX. THE EXPLANATION ON THE CREDIT CONDITIONS OF THE COMPANY, ITS CONTROLLING SHAREHOLDER, AND ACTUAL CONTROLLERS
Not applicable.
During the reporting period, the Company, its Controlling Shareholder and the actual controllers do not have any dishonest behaviors, such as failure to perform the effective judgement of the court and the large amount of debt due but unliquidated.
68 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
X. MAJOR CONNECTED/RELATED TRANSACTIONS
(All financial data are prepared in accordance with the CASs)
(I) Connected/Related Transactions Performance in relation to Daily Operation
The Group’s connected/related transactions were mainly continuing connected/related transactions entered into with Shandong Energy and its subsidiaries (except the Group), and Glencore Coal Pty Ltd (“Glencore”) and its subsidiaries (“Glencore Group”). Glencore is the major shareholder of the subsidiaries of the Company, so it is the related/connected party of the Company.
- Matters disclosed in extraordinary announcements but without subsequent progress or change
Item Overview
Continuing connected/related transaction of financial services
As reviewed at the 2021 annual general meeting held on 30 June 2022, the new“Financial Service Agreement”between Yankuang Finance Company and Shandong Energy was approved, which determined the transaction caps incurred from 2023-2025.
Query index
For details, please refer to the Announcement of Resolutions of the twenty-second meeting of the eighth session of the Board dated 29 April 2022, the Announcement of Connected Transaction in relation to the Financial Services Agreement, the Announcement of Resolutions of the 2021 Annual General Meeting of Shareholders held on 30 June 2022, and the Announcement of Resolutions of the 2022 second class meeting of the holders of A Shares, and the 2022 second class meeting of the holders of H Shares. Such information was published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange, the Company’s website and/ or the China Securities Journal, the Shanghai Securities News, the Securities Times, and the Securities Daily in China.
69
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
-
Matters disclosed in extraordinary announcements but with subsequent progress or change
-
(1) Approval and execution of continuing connected/related transactions entered into with Shandong Energy during the reporting period
- ① Continuing connected/related transaction of materials and services provision and insurance fund
As reviewed and approved at the 2021 first extraordinary general meeting of Shareholders held on 5 February 2021, five continuing connected/related transaction agreements entered into effect between the Company and Shandong Energy, namely, the “Provision of Material Supply Agreement”, “Mutual Provision of Labor and Services Agreement”, “Provision of Insurance Fund Administrative Services Agreement”, “Provision of Products, Materials and Asset Leasing Agreement” and “Bulk Commodities Sales and Purchase Agreement”, each of which determined the annual cap of transaction from 2021 to 2023.
As reviewed and approved at the 2021 annual general meeting of Shareholders held on 30 June 2022, the annual transaction caps from 2022 to 2023, which were stipulated in the “Provision of Material Supply Agreement”, “Provision of Products, Materials and Asset Leasing Agreement” and “Bulk Commodities Sales and Purchase Agreement”, will be adjusted without changing the terms of the connected/related transaction agreements.
Except for “Provision of Insurance Fund Administrative Services Agreement”, the pricing of the transactions was mainly determined on basis of state price, market price, as well as the actual cost. The charge for transaction can be settled in one lump sum or by installments. The payment payable to the other party or receivable from the other party due in a calendar month shall be written down on the last business day of the calendar month. The continuing connected/related transactions made in a calendar month shall be settled in the following month, except for incomplete transactions or transaction in dispute.
The sales of goods and provision of services to Shandong Energy by the Group amounted to RMB2.845 billion in the first half of 2022. The sales of goods and provision of services to the Group by Shandong Energy amounted to RMB1.980 billion in the first half of 2022.
70 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
The following table sets out the continuing connected/related transactions generated through the supply of materials and services between the Group and Shandong Energy in the first half of 2022:
| The first | half of 2022 | The first half of 2021 | The first half of 2021 | Increase/ | |
|---|---|---|---|---|---|
| decrease of | |||||
| Percentage | Percentage | connected/ | |||
| in operating | in operating | related | |||
| Amount | revenue | Amount | revenue | transactions | |
| (RMB’000) | (%) | (RMB’000) | (%) | (%) | |
| Sales of goods and provision of services to | |||||
| Shandong Energy by the Group | 2,845,370 | 2.84 | 1,820,512 | 2.78 | 56.30 |
| Sales of goods and provision of services to | |||||
| the Group by Shandong Energy | 1,979,715 | 1.97 | 1,193,582 | 1.83 | 65.86 |
The following table shows the effect on the Group’s profits from sales of coal by the Group to Shandong Energy for the first half of 2022:
| Operating | Operating | Gross | |
|---|---|---|---|
| revenue | cost | profit | |
| (RMB’000) | (RMB’000) | (RMB’000) | |
| Sales of coal to Shandong | |||
| Energy Group | 1,539,752.84 | 504,269.06 | 1,035,483.79 |
Pursuant to the “Provision of Insurance Fund Administrative Services Agreement”, Shandong Energy shall provide free management and transferring services for the Group’s basic pension insurance fund, supplementary medical insurance fund, (the “Insurance Fund”). For the first half of 2022, the Group paid a total of RMB363 million of insurance fund to Shandong Energy.
② Connected/related transaction of entrusted management of some subsidiaries of Shandong Energy
As approved at the 2021 first extraordinary general meeting of Shareholders held on 5 February 2021, the Company entered into “Entrusted Management Agreement” with Shandong Energy, which determined the annual transaction caps from 2021 to 2023. The entrusted management fee adopts a fixed price, that is, RMB1.5 million per year for each target company.
Yankuang Energy Group Company Limited Interim Report 2022 71
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
③ Continuing connected/related transaction of financial services
At the 2019 second extraordinary general meeting of shareholders held on 1 November 2019, the signing of the “Financial Service Agreement” between Yankuang Finance Company and Shandong Energy was considered and approved, stipulating that Yankuang Finance Company shall provide Shandong Energy with deposits, comprehensive credit facilities and other financial services, and their annual cap of transactions from 2020 to 2022 (if applicable). Relevant deposit interest rates, loan interest rates and service fees are determined in accordance with the relevant regulations of the People’s Bank of China or the China Banking and Insurance Regulatory Commission with reference to normal commercial terms.
As at 30 June 2022, the comprehensive credit balance of Shandong Energy in Yankuang Finance Company is RMB248 million, and the financial service expenses incurred in the first half of 2022 are RMB711 thousand.
④ Continuing connected/related transactions of finance leases
The 2021 first extraordinary general meeting of the Shareholders was held on 5 February 2021, during which, the “Financial Lease Agreement” signed between the Company and Shandong Energy and the annual cap of transaction amount from 2021 to 2023 were considered and approved. The leasing interest rate is determined by floating no less than 5% above the quoted market interest rate for loans for the same period announced by the National Interbank Funding Center, with the maximum interest rate not exceeding 7.5%.
According to the “Financial Lease Agreement”, Zhongyin Financial Leasing provides financial leasing services to Shandong Energy and its subsidiaries, and receives a one-time handling or consulting fee on or before the date of payment of the transfer price of the leased assets by Zhongyin Financial Leasing and collects rents on a quarterly basis.
In the first half of 2022, the principal balance, interests, handling fees and consultancy expenses of financial leasing incurred amounted to RMB290 thousand.
⑤ Continuing connected/related transactions of ERP and related system operation and maintenance
As reviewed and approved at the ninth meeting of the eighth session of the Board on 5 February 2021,”ERP and Related System Operation and Maintenance Framework Agreement” signed between the Company and Shandong Energy Digital Technology Co., Ltd. (“Shandong Energy Digital Technology”), a subsidiary of the Controlling Shareholder, and the annual cap of transaction amount from 2021 to 2023 were approved. Operation and maintenance costs are determined at the unit price per person per day in accordance with the general market calculation rules of the ERP and related system operation and maintenance.
In the first half of 2022, the Company paid the operation and maintenance costs of RMB11.792 million to Shandong Energy Digital Technology.
72
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
- ⑥ Continuing connected/related transactions of the coal procurement for coal chemical and product sales
At the eleventh meeting of the eighth session of the Board on 26 March 2021, “The Coal Procurement for Coal Chemical and Product Sales Agreement” signed between the Company and Shandong Energy and the annual cap of transaction amount from 2021 to 2023 were considered and approved. The prices of chemical raw coal and chemical products are determined in accordance with market prices, and the agency sales service fees of chemical products are determined by Yankuang Energy in accordance with the costplus method.
In the first half of 2022, the total amount of fees charged by the Shandong Energy for the sale of chemical raw coal to the Group is RMB265 million, and the total amount of money charged by the Group for the sales of chemical products and providing sales agency services of chemical products to Shandong Energy stay as RMB6 million.
⑦ Continuing connected/related transaction of medical service
As reviewed and approved at the fifteenth meeting of the eighth session of the Board held on 27 August 2021, the Company entered into Medical Service Cooperation Framework Agreement with Shandong Guoxin Yiyang Health Industry Development Group Co., Ltd., a subsidiary to Shandong Energy and determined the annual caps for 2021 to 2023 with annual cap.
The physical examination fee is set in strict accordance with the charging standards of the Shandong Provincial Price Bureau and the medical charge catalogue of the Shandong Provincial Medical Security Bureau; other service fees are measured by referring to the actual workload from 2018 to 2020, the number of staff engaged in the service, their salary and income, and the consumables cost incurred for this expense.
In the first half of 2022, the Company paid a total of RMB10.703 million for physical examination fees and other service fees to Shandong Guoxin Yiyang Health Industry Development Group Co., Ltd.
Yankuang Energy Group Company Limited Interim Report 2022 73
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
⑧ Continuing connected/related transaction of entrusted management
As reviewed and approved at the twentieth meeting of the eighth session of the Board on 27 January 2022, the Company entered into “Entrusted Management Services Framework Agreement” with Shandong Energy in relation to the annual caps for 2022 to 2024. The entrusted management fees shall be determined by both parties according to the specific conditions of the underlying assets, the cost of entrusted management by Yankuang Energy and the profitability of the underlying assets. During the validity period of the Agreement, the annual cap for entrusted management fees charged by Yankuang Energy is RMB60 million.
As of the end of the reporting period, the payment terms have not yet been reached.
The following table sets out the details of the 2022 transaction cap and actual transaction amounts for the first half of 2021 for the above Continuing Connected/Related Transactions Agreement.
| Annual | ||||
|---|---|---|---|---|
| Annual | Transaction | |||
| Type of connected/related | Transaction | Amount for the | ||
| No. | transaction | Agreement | Cap for the Year | first half of |
| 2022 (RMB’000) | 2022 (RMB’000) | |||
| 1 | Material and facilities provided by Shandong Energy | Provision of Materials Supply Agreement | 2,400,000 | 991,482 |
| 2 | Labor and services provided by Shandong Energy | Mutual Provision of Labor and Services | 3,139,000 | 607,365 |
| Labor and services provided to Shandong Energy | Agreement | 195,000 | 13,568 | |
| 3 | Insurance fund management and payment services provided by | Provision of Insurance Fund Administrative | 847,000 | 362,988 |
| Shandong Energy (free of charge) for the Group’s staff | Services Agreement | |||
| 4 | Sale of products, material and equipment lease provided to | Provision of Products, Material and Asset | 7,620,000 | 1,846,352 |
| Shandong Energy | Leasing Agreement | |||
| 5 | Procurement of bulk commodities from Shandong Energy | Bulk Commodities Sales and Purchase | 2,000,000 | 93,514 |
| Sale of bulk commodities to Shandong Energy | Agreement | 3,270,000 | 979,042 | |
| 6 | Financial services to Shandong Comprehensive credit |
Financial Services Agreement | 10,100,000 | 9,852,390 |
| Energy Financial service fee |
4,000 | 711 | ||
| 7 | Provision of entrusted management services to Shandong Energy | Entrusted Management Agreement | 3,000 | 0 |
| 8 | Provide financial leasing services to Total financing amount |
Financial Lease Agreement | 7,595,000 | 0 |
| Shandong Energy Interest and expenses |
595,000 | 290 |
74 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
| Annual | ||||
|---|---|---|---|---|
| Annual | Transaction | |||
| Type of connected/related | Transaction | Amount for the | ||
| No. | transaction | Agreement | Cap for the Year | first half of |
| 2022 (RMB’000) | 2022 (RMB’000) | |||
| 9 | Operation and maintenance services provided by Shandong Energy | ERP and Related System Operation and | 50,000 | 11,792 |
| Maintenance Framework Agreement | ||||
| 10 | Procurement of chemical raw coal from Shandong Energy | Chemical Raw Material Coal Purchase and | 600,000 | 264,859 |
| Sales of chemical products to Shandong Energy | Product Sales Agreement | 400,000 | 5,717 | |
| Provide chemical product agent sales services to Shandong Energy | 5,000 | 691 | ||
| 11 | Medical services provided by Shandong Energy | Framework Agreement on Cooperation in | 60,000 | 10,703 |
| Medical Services | ||||
| 12 | Provide entrusted management services to Shandong Energy | Framework Agreement on Entrusted | 60,000 | 0 |
| Management Services |
-
(2) Approval and execution of continuing connected/related transactions with Glencore during the reporting period
-
① Continuing connected/related transaction of coal sales
At the 2021 first extraordinary general meeting of the Company held on 5 February 2021, the renewed Glencore Coal Sales Framework Agreement between Yancoal Australia and Glencore, together with the annual caps for such transaction for a period from 2021 to 2023, were approved. The way to determine transaction price is based on the market price, together with adjustment according to related industry benchmarks and indexes. The payment time for transaction shall be determined by both parties in accordance with international practices and applicable laws and regulations in this agreement and be specified in details in the specific coal sales agreement.
The 2022 annual cap for coal sales of the Group to Glencore and its subsidiaries was USD350 million. In the first half of 2022, the Group has sold coal to Glencore and its subsidiaries amounting to approximately USD57 million.
Yankuang Energy Group Company Limited Interim Report 2022 75
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
② Continuing connected/related transaction of coal purchase
At the 2021 first extraordinary general meeting of the Company held on 5 February 2021, HVO Sales Contract between Yancoal Australia and Glencore, together with the estimated maximum annual transaction amounts for such transaction from 2021 to 2023, were approved. It is stipulated in HVO Sales Contract: HVO Coal Sales Pty Ltd, a subsidiary of Yancoal Australia, shall pay the corresponding transaction amount to Yancoal Australia and Glencore respectively according to the total amount and corresponding product quota collected in each sales agreement with the client. HVO Coal Sales Pty Ltd shall pay the transaction amount to Yancoal Australia and Glencore no later than 3 business days after receiving payment from clients.
The 2022 annual transaction cap for coal purchase (on equity basis) of the Group from Glencore under HVO Sales Contract was USD750 million. In the first half of 2022, the connected/related transaction amount between the Group and Glencore was approximately USD27 million.
At the 2021 first extraordinary general meeting of the Company held on 5 February 2021, Glencore Coal Purchase Agreement between Yancoal Australia and Glencore and the annual caps for such transaction from 2021 to 2023 was approved. The final transaction price adopted under the Coal Purchase Framework Agreement for the purchase of coal will be finally determined on the basis of fair negotiation, in accordance with normal commercial terms and with reference to the market price of relevant type of coal at the time. The payment time for transaction shall be determined by both parties in accordance with international practices and applicable laws and regulations in this agreement and be specified in details in the specific coal sales agreement.
The 2022 annual cap for coal purchase of the Group from Glencore and its subsidiaries under the Glencore Coal Purchase Agreement was USD250 million. In the first half of 2022, the connected/related transaction amount between the Group and Glencore was approximately USD4 million.
76 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
③ Continuing connected/related transaction of coal sales service
At the 2021 first extraordinary general meeting of the Company held on 5 February 2021, HVO Services Agreement between Yancoal Australia and Glencore, together with the estimated maximum annual transaction amounts for such transaction for the years of 2021 to 2023, were approved. According to this agreement, HV Operations Pty Ltd. (the “HV Operations”), a controlled subsidiary of Yancoal Australia, shall pay the follows to Glencore: (i) all costs, charges and expenses incurred in providing services to HVO Joint Venture or HVO Coal Sales Pty Ltd; (ii) all off-site costs, charges and expenses (“general expenses”) incurred by Glencore in providing services. The determination of general expenses is based on the principle of fairness and reasonableness and with reference to all costs, charges and expenses incurred by Glencore in providing similar services without particular sites. Both parties agreed that Glencore shall provide monthly invoice to HV Operations and HV Operations shall finish the payment within 5 business days after receiving such invoice.
The 2022 maximum annual transaction amount for service purchase of the Group from Glencore was USD18 million. In the first half of 2022, this connected/related transaction involved amounted to approximately USD5.84 million.
④ Continuing connected/related transactions in relation to diesel fuel supply
At the twenty-eighth meeting of the seventh session of the Board held on 25 October 2019, the Diesel Fuel Supply Agreement between HV Operations and Glencore Australia Oil Pty Ltd (the “GAO”), a subsidiary of Glencore plc, as well as the annual caps for such transaction for the years from 2019 to 2021, were approved. The Diesel Fuel Supply Agreement stipulates that: (i) HV Operations shall generate a purchase order before the delivery month; (ii) GAO shall deliver the amount of fuel before the date specified in the purchase order, and HV Operations shall pay after the fuel is delivered; and (iii) the payment is calculated based on the amount delivered and the price determined after the bidding process.
As reviewed and approved at the eighteenth meeting of the eighth session of the Board on 1 December 2021, on the premise of not changing the terms of the connected/related transaction agreement, the transaction cap of continuing connected/related transactions in relation to diesel fuel supply between HVO Operations and GAO for 2022 was set at AUD150 million.
In the first half of 2022, the connected transaction amount was approximately AUD61 million.
77
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
- Undisclosed events in extraordinary announcements
Not applicable.
(II) Connected/Related Transactions In Relation To Assets or Equity Acquisition And Disposal
- Matters disclosed in extraordinary announcements and with no subsequent progress or change
Not applicable
- Matters disclosed in extraordinary announcements but with subsequent progress or change
The connected/related transaction of controlling Shandong Energy Building Shanghai Co., Ltd. by capital increase and share expansion.
As reviewed and discussed at the 23rd meeting of the eighth Board of Directors of the Company on 30 June 2022, “Capital Increase Agreement” between the Company and the Shandong Energy and Shandong Energy Building Shanghai Co., Ltd. was approved. The Company invested RMB861 million at the price of RMB2.87 per share to increase the capital of Shandong Energy Building Shanghai Co., Ltd. After the capital increase, the Company holds 75% of its equity, while Shandong Energy holds 25% of its equity.
As of the disclosure date of this report, the procedures of changing industrial and commercial registration are underway.
For further details, please refer to the announcement on the resolutions of the twenty-third meeting of the eighth session of the Board of Directors on 30 June 2022, and the connected/related transaction announcement of controlling 75% equity of Shandong Energy Building Shanghai Co., Ltd. by capital increase and share expansion. Such information is published on the website of the Shanghai Stock Exchange, the website of the Hong Kong Stock Exchange, the Company’s website and/or China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily.
- Matters not disclosed in extraordinary announcement
Not applicable
- Where performance agreements are involved, the performance realization during the reporting period shall be disclosed
Not applicable
78 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
(III) Connected/Related Transactions In Relation To Joint External Investment
-
Matters disclosed in extraordinary announcements and with no subsequent progress or change
-
Not applicable
-
Maters disclosed in extraordinary announcements but with subsequent progress or change
Not applicable
- Matters not disclosed in extraordinary announcement
Not applicable
(IV) Credit and Debt Obligation among Connected Parties
-
Events disclosed in extraordinary announcements and with no subsequent progress or change
-
Not applicable.
-
Maters disclosed in extraordinary announcements but with subsequent progress or change
Not applicable
79
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
- Events not disclosed in extraordinary announcements
Unit: RMB100 million
| Funds | provided by related parties | ||||||
|---|---|---|---|---|---|---|---|
| Funds to related parties | to listed companies | ||||||
| Beginning | Amount | Closing | Beginning | Amount | Closing | ||
| Connected Parties | Relationship | Balance | Occurred | Balance | Balance | Occurred | Balance |
| Shandong Energy | Controlling Shareholder | 93.99 | 4.83 | 98.82 | 296.95 | -142.35 | 154.60 |
| Glencore and its subsidiaries | Other related party | 0 | 3.75 | 0 | 0 | 6.41 | 0 |
| Total | 93.99 | 8.58 | 98.82 | 296.95 | -135.94 | 154.60 |
Reasons for credit and debt obligation among Mutual sale of goods and provision of services connected parties
Impact on the operating result and financial conditions of No significant impact the Company by credit and debt obligation
-
(V) Financial Business between the Company and the Financial Company that Has an Associated Relationship, the Company’s Holding Financial Company and the Related Party
-
Deposit Business
Unit: RMB100 million
| Amount for the | current period | ||||||
|---|---|---|---|---|---|---|---|
| Total | |||||||
| Total deposit | withdrawal | ||||||
| Maximum | Deposit | amount for | amount for | ||||
| Daily | Interest | Opening | the current | the current | Closing | ||
| Related Party | Relationship | Deposit Limit | Rate Range | Balance | period | period | Balance |
| Shandong Energy | Controlling Shareholder | / | 0.30%-2.10% | 246.87 | 2,565.30 | 2,691.34 | 120.83 |
| Total | / | / | / | 246.87 | 2,565.30 | 2,691.34 | 120.83 |
80 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
2. Loan Business
Unit: RMB100 million
| Amount for the | current period | ||||||
|---|---|---|---|---|---|---|---|
| Total | |||||||
| Total deposit | repayment | ||||||
| Maximum | Loan | amount for | amount for | ||||
| Daily | Interest | Opening | the current | the current | Closing | ||
| Related Party | Relationship | Loan Limit | Rate Range | Balance | period | period | Balance |
| Shandong Energy | Controlling Shareholder | 86.00 | 3.5%-4.05% | 82.50 | 50.65 | 47.25 | 85.90 |
| Total | / | 86.00 | / | 82.50 | 50.65 | 47.25 | 85.90 |
- Credit Business or Other Financial Business
Unit: RMB100 million
| Total | Actual | |||
|---|---|---|---|---|
| Related Party | Relationship | Business Type | Amount | Amount |
| Shandong Energy | Controlling | Acceptance, letter of guarantee, | 15.00 | 12.62 |
| Shareholder | commercial undertaking and discounting, | |||
| business opening on behalf of others |
- Other Explanations
As of the end of the reporting period, the balance of margin collected by Yankuang Finance Company for financial services provided by related parties was RMB124 million, and the margin portion did not account for the credit line.
According to the Shanghai Stock Exchange’s “Guidelines for Self-Regulatory Supervision of Listed Companies No. 5-Transactions and Related Transactions”, the Company issued a risk assessment report on Yankuang Finance.
81
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
(VI) Other Significant Connected/Related Transactions
Yankuang Finance Company is to be merged with Shandong Energy Finance Company as planned
As reviewed and approved at the twenty-fourth meeting of the eighth session of the Board on 26 August 2022, Yankuang Finance Company and Shandong Energy Finance Company are to be merged. Under which, Shandong Energy Finance Company will continue to exist while Yankuang Finance Company will be deregistered. The Company will become the Controlling Shareholder of the newly formed Shandong Energy Finance Company. Upon completion of the merger, the new Shandong Energy Finance Company will sign financial service agreements with Yankuang Energy and Shandong Energy respectively. The merger is yet to be approved by the general meeting of Shareholders.
For details, please refer to the Company’s announcement on the resolutions of the twenty-fourth meeting of the eighth session of the Board dated 26 August 2022, the announcement on the connected/related transaction of the planned merger between Yankuang Finance and Shandong Energy Finance and the announcement on the planned continuing connected transaction of financial services between the newly formed Shandong Energy Finance Company, and Shandong Energy and Yankuang Energy respectively. Such information was available on the website of the Shanghai Stock Exchange, the website of the Hong Kong Stock Exchange, the Company’s website and/or China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily.
(VII) Others
According to the Hong Kong Listing Rules, certain related party transactions set out in the note “Related Party Balances and Transactions” in the financial statements prepared in accordance with IFRS also constitute continuing connected transactions as defined in Chapter 14A of the Hong Kong Listing Rules, and the Company confirms these transactions have complied with the disclosure requirements under Chapter 14A of the Hong Kong Listing Rules.
Except for the material connected transactions disclosed in this section, the Group had no other material connected transactions that were required to be disclosed in this report under the Hong Kong Listing Rules during the reporting period.
82 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
XI. MATERIAL CONTRACTS AND PERFORMANCE
(I) Trust, Contract Or Lease
Not applicable.
(II) Significant Guarantees Performed and Outstanding During the Reporting Period
Unit: RMB10 thousand
| The Company’s external guarantees (excluding guarantees | The Company’s external guarantees (excluding guarantees | The Company’s external guarantees (excluding guarantees | The Company’s external guarantees (excluding guarantees | The Company’s external guarantees (excluding guarantees | to subsidiaries) | to subsidiaries) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Relationship | |||||||||||||
| between | Related- | ||||||||||||
| guarantor | Date of | Starting | Maturity | Whether the | party | Connected/ | |||||||
| and the listed | guarantee | date of the | date of the | Type of | Principle | Collateral | guarantee | Overdue | Overdue | Counter- | guarantee | related | |
| Guarantor company Guarantee |
Amount | (signed date) | guarantee | guarantee | guarantee | debt | (if any) | has fulfilled | or not | amount | guarantee | or not | relationship |
| Inner Mongolia Controlled Inner Mongolia |
40,000 | 25 September | 25 September |
25 September | Joint liability |
40,000 | No | No | No | 0 | Yes | No | Else |
| Mining subsidiary Geological |
2018 | 2018 | 2023 | guarantee | |||||||||
| Exploration | |||||||||||||
| (Group) Co., Ltd. | |||||||||||||
| Total guarantee of the Company during the reporting period | (excluding guarantees to the subsidiaries) | 0 | |||||||||||
| Total guarantee balance by the end of the reporting period (A) (excluding guarantees to the subsidiaries) | 40,000 | ||||||||||||
| Guarantees to subsidiaries by the Company | |||||||||||||
| Total amount of guarantee to subsidiaries during the reporting period | 353,198 | ||||||||||||
| Total balance of guarantee to subsidiaries by the end of the reporting period (B) | 2,824,431 | ||||||||||||
| Total amount of guarantee of the Company (including | guarantees | to the subsidiaries) | |||||||||||
| Total amount of guarantees(A+B) | 2,864,431 | ||||||||||||
| Percentage of total amount of guarantee in the net assets of | the Company | 34.81 | |||||||||||
| Of which, | |||||||||||||
| Amount of guarantees to Shareholders, actual controllers and related parties (C) | 0 | ||||||||||||
| Amount of guarantees directly or indirectly to guaranteed parties with a debts-to-assets | ratio exceeding | 70% (D) | 1,201,526 | ||||||||||
| Total amount of guarantee exceeding 50% of net assets (E) | 0 | ||||||||||||
| Total amount of the above 3 categories guarantees (C+D+E) | 1,201,526 | ||||||||||||
| Explanation on unexpired guarantee that may be subject to joint and several liability | No |
83
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
Guarantee explanations
1. The external guarantee occurred during the previous period and extended to the reporting period
As reviewed and approved at the 2019 annual general meeting, the Company provided a guarantee of RMB 1.999 billion to Zhongyin Financial Leasing. As of 30 June 2022, the balance of the above guarantee was RMB956 million.
As reviewed and approved at the 2019 annual general meeting, the Company provided a guarantee of USD1.275 billion to Yancoal Australia. As of 30 June 2022, the balance of the above guarantees was USD869 million.
As reviewed and approved by the 2019 annual general meeting, the Company provided a guarantee for the issuance of USD500 million-worth overseas corporate bonds by Yancoal International Resources. As of 30 June 2022, the balance of the above guarantee was USD500 million.
As reviewed and approved by the 2019 annual general meeting, the Company provided a guarantee of RMB1.38 billion to Rongxin Chemicals. As of 30 June 2022, the balance of the above guarantee was RMB1.132 billion.
As reviewed and approved at the 2019 annual general meeting, the Company provided a guarantee of RMB1.3 billion for Yulin Neng Hua. As of 30 June 2022, the balance of the above guarantee was RMB1.098 billion.
As reviewed and approved by the 2019 annual general meeting, the Company provided a guarantee of RMB1 billion to Lunan Chemicals. As of 30 June 2022, the balance of the above guarantee was RMB1 billion.
As reviewed and approved by the 2020 annual general meeting, the Company provided a guarantee of RMB1.97 billion to Qingdao Vast Lucky. As of 30 June 2022, the balance of the above guarantee was RMB1.97 billion.
As reviewed and approved by the 2020 annual general meeting, the Company provided a guarantee for the issuance of USD300 million-worth overseas corporate bonds by Yancoal International Resources. As of 30 June 2022, the balance of the above guarantees was USD300 million.
As reviewed and approved by the 2020 annual general meeting, the Company provided a guarantee of RMB1.3 billion to Qingdao Zhongyan International Trade Co., Ltd. As of 30 June 2022, the balance of the above guarantee was RMB1.3 billion.
84 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
As reviewed and approved by the 2020 annual general meeting of the Company, Inner Mongolia Mining provided a guarantee of RMB1.374 billion to Ulanqab City Hongda Industry Co., Ltd., and a guarantee of RMB642 million to Ordos Fengweiguang Power Co., Ltd.
As at 30 June 2022, Yancoal Australia and its subsidiaries provided a performance guarantee in an amount of AUD891 million to its subsidiaries for their daily operation.
As considered and approved at the third meeting of the eighth session of the Board, the Company participated in the capital increase project and acquired 51% equity interests of Inner Mongolia Mining Group through public de-listing in Inner Mongolia Property Rights Exchange Center. Before the completion of the transaction, Inner Mongolia Mining Group provided RMB400 million of guarantee to Inner Mongolia Geology Survey Co., Ltd. As at the disclosure date of the report, the above-mentioned guarantees have not been released.
As reviewed and approved by the 2021 first extraordinary general meeting of Shareholders, Inner Mongolia Mining provided a guarantee of RMB158 million for Inner Mongolia Jinlian Aluminum Profile Co., Ltd.. Future Energy provided a guarantee of RMB356 million for Shaanxi Jingshen Railway Co., Ltd.; provided a guarantee of RMB15 million for Shaanxi Future Cleaning Chemicals Co., Ltd.
2. Guarantees arising during the reporting period
As reviewed and approved at the 2020 annual general meeting of the Company, the Company provided guarantees to Yancoal International, Qingdao Vast Lucky, Qingdao Zhongyan, Shandong Zhongyin International Trade of USD100 million, RMB756 million, RMB560 million and RMB450 million during the reporting period.
As reviewed and approved by the 2020 annual general meeting of the Company, during the reporting period, Ordos Fengweiguang Power Co., Ltd. provided a guarantee of RMB495 million for Inner Mongolia Mining.
As approved at the 2020 annual general meeting of the Company, Yancoal Australia and its subsidiaries provided a guarantee to Yankuang Energy in an amount not exceeding AUD1.2 billion per year to its subsidiaries for their daily operation. During the reporting period, Yancoal Australia and its subsidiaries produced performance deposits and performance guarantees totaling AUD130 million due to Yankuang Energy’s operational necessity.
Note: The table above is prepared in accordance with CAS and the exchange rates applied were USD1 = RMB6.7114 and AUD1 = RMB4.6145. Except disclosed above, the Company did not have other performed or unperformed guarantee contracts during the reporting period.
(III) Other Major Contract
Not applicable.
85
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
(IV) Other Major Events
- The adjustment of the Company’s organizations
As reviewed and approved by the General Manager’s office meeting on 21 February 2022, the Company established Yankuang Railway Logistics Co., Ltd. with a registered capital of RMB1.5 billion, mainly for public railway transportation, railway locomotive maintenance, railway locomotive accessories sales and other businesses.
As reviewed and approved at the twenty-second meeting of the eighth session of the Board on 29 April 2022, the Company established the “Park Construction Management Center of Yankuang Energy Group Company Limited.”
As reviewed and approved at the twenty-fourth meeting of the eighth session of the Board on 26 August 2022, the Company canceled the Ecological Restoration Office, and its functions and personnel were reassigned to the Office For Mine Area Relocation Office.
For details, please refer to the Company’s announcement on the resolutions of the twenty-second meeting of the eighth session of the Board dated 29 April 2022 and the Company’s announcement on the resolutions of the twenty-fourth meeting of the eighth session of the Board dated 26 August 2022. Such information was published on the website of the Shanghai Stock Exchange, the website of the Hong Kong Stock Exchange, the Company’s website and/or China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily.
- The appointment of joint secretary of the Company in Hong Kong
On 25 February 2022, Ms. Leung Wing Han Sharon resigned as the joint secretary of the Company. As reviewed and approved at the 21st meeting of the eighth session of the Board of Directors on 30 March 2022, the Company appointed Mr. Wong Wai Chiu as the joint secretary of the Company in Hong Kong.
For details, please refer to the Company’s announcement on the change of joint secretary and authorized representative dated 25 February 2022. Such information was available on the website of the Shanghai Stock Exchange, the website of the Hong Kong Stock Exchange, the Company’s website and/or China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily.
86 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
3. Payment of consumption tax of Future Energy
During the reporting period, Future Energy received a notice from the Second Sub-bureau of Yuyang District Taxation Bureau of Yulin City that required the payment of consumption tax of the crude liquid wax and other products produced by the indirect coal liquefaction project from December 2021. As of the disclosure date of this report, Future Energy paid a total of RMB904 million in consumption tax, related taxes and surcharges from December 2021 to July 2022, as required by the notice.
According to relevant tax laws and regulations, it is not clear whether the consumption tax will continue to be applicable to the products of Future Energy. The Company is in close communication to confirm the applicability of the consumption tax in the future.
Judging from the notice received, the payment of consumption tax does not produce a significant impact on the Company’s operations. The company will optimize the product structure, increase investment in technology R&D, and extend the industrial chain, in order to maximize profits.
4. Issuance of H-share convertible bonds to increase shareholding in Yancoal Australia
As reviewed and approved at the twenty-first meeting of the eighth session of the Board on 30 March 2022, on the premise of meeting the requirements of applicable domestic and overseas laws and regulations and listing regulatory requirements, given that the preconditions are met or exempted, the Company intends to issue H-share convertible bonds as payment of consideration so as to increase its shareholding in Yancoal Australia under the acquisition structure stipulated by domestic and overseas laws and regulations and the Hong Kong Code on Acquisition and Mergers (the “M&A Code”). As of the disclosure date of this report, the transaction scheme has not yet to be finalized.
For details, please refer to the Company’s announcement dated 25 May 2022 on the acquisition of equity shares in Yancoal Australia through the issuance of H-share convertible bonds, and the updated announcement pursuant to Rule 3.7 of the M&A Code dated 7 July 2022, and clarification announcement of performance growth forecast in the first half of 2022 dated on 18 July 2022 and the updated announcement pursuant to Rule 3.7 of the M&A Code dated 8 August 2022. Such information was published on the website of the Shanghai Stock Exchange, the website of the Hong Kong Stock Exchange, the Company’s website and/or China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily.
87
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
XII. EXPLANATION ON OTHER SIGNIFICANT EVENTS
(Prepared under the Hong Kong Listing Rules)
(I) Repurchase, Sold or Redemption of Listing Shares
Obtain authorization of Shareholder’s meeting to issue additional shares and repurchase H shares
On the 2021 annual general meeting of the Company held on 30 June 2022, a general mandate was granted to the Board to issue additional shares of the Company not exceeding 20% of the share capital of H Shares of the Company in issue as at the date of passing the resolution during the mandate period under the approval of relevant regulatory institutions and in compliance with relevant laws, administrative regulations and the requirements of the Articles as well as actual needs and market conditions.
The 2021 annual general meeting, the 2022 second class meeting of the holders of H Shares and the 2022 second class meeting of the holders of A Shares were convened by the Company on 30 June 2022, and a general mandate was granted to the Board to repurchase H Shares of the Company not exceeding 10% of the share capital of H shares of the Company in issue as at the date of passing the resolution during the mandate period under the approval of relevant regulatory institutions and in compliance with relevant laws, administrative regulations and the requirements of the Articles as well as actual needs and market conditions.
As at the end of the disclosure date of this report, the Board has not exercised the above-mentioned general mandates.
(II) Remuneration Policy
The remuneration for the Directors, Supervisors and senior management is proposed to the Board by the remuneration committee under the Board. Upon review and approval by the Board, any remuneration proposal for the Directors and Supervisors will be proposed to the general meeting for approval. The remuneration for the senior management is reviewed and approved by the Board.
The Company adopts a combined award system with annual remuneration, risk control and special contribution as the means for assessing and rewarding the Directors and senior management. The annual remuneration consists of annual basic salary and annual performance salary. The annual basic salary is comprehensively determined according to the operational scale, profitability, operating management difficulty and employees’ income of the Company, whereas annual performance salary is determined by the actual operational results of the Company. The annual basic salaries for the Directors and senior management of the Company are pre-paid on a monthly basis and the annual performance salaries are paid after the completion of the audit assessment in the following year.
The Group adopts a performance salary system for employees other than Directors, Supervisors and senior management based on the duty of the posts and quantified evaluation results. The performance-based salary is decided upon assessment of individual post performance while putting the overall economic benefit of the Company into consideration.
88 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 6 SIGNIFICANT EVENTS – CONTINUED
(III) Auditor
As reviewed and approved at the 2021 annual general meeting held on 30 June 2022, the Company engaged Shine Wing Certified Public Accountants (special general partnership) and SHINEWING (HK) CPA Limited as its domestic and overseas accountants, respectively, with an engagement term from the conclusion date of the 2021 annual general meeting to the conclusion date of the 2022 annual general meeting. Shine Wing Certified Public Accountants (special general partnership) and SHINEWING (HK) CPA Limited are responsible for the financial statements auditing, examination and internal control audit evaluation of the Company for the year 2022.
The Company shall pay RMB9.9 million for the domestic and overseas audit services of 2022, including RMB7.9 million for domestic service to Shine Wing Certified Public Accountants (special general partnership) and RMB2 million for overseas service to SHINEWING (HK) CPA Limited. Except the accountants’ on-site accommodation and meal expenses during their work in the Company, the Company borne no other related expenses such as traveling expenses. The Board was authorized to decide the payment for increased followup audit, internal control audit and other services due to the Company’s new subsidiaries or changes of regulations.
The Board considered that except the annual financial audit service fees (including domestic and overseas audit services), other service expenses paid to the accountants by the Company would not have impact on accountant’s independent opinions.
According to Chapter 588 of the Laws of Hong Kong “Financial Reporting Council Ordinance” (effective from 1 October 2019), the Company’s 2022 accountant SHINEWING (HK) CPA Limited is a registered public interest entity auditor.
89
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS
I. CHANGES IN CAPITAL SHARES
(I) Table of Changes in Ordinary Shares
- Table of changes in ordinary shares
Unit: Share(s)
| Before | change | Increase/Decrease (+,-) | Increase/Decrease (+,-) | After | change | ||
|---|---|---|---|---|---|---|---|
| Percentage | Percentage | ||||||
| Shares | (%) | Others | Sub-total | Shares | (%) | ||
| I. | Listed shares with trading moratorium | 0 | 0 | 61,740,000 | 61,740,000 | 61,740,000 | 1.25 |
| 1. State shareholding | 0 | 0 | 0 | 0 | 0 | 0 | |
| 2. Shareholding by state-owned legal person | 0 | 0 | 0 | 0 | 0 | 0 | |
| 3. Other domestic shareholding | 0 | 0 | 61,740,000 | 61,740,000 | 61,740,000 | 1.25 | |
| Including: domestic shareholding by non- | |||||||
| state-owned legal person | 0 | 0 | 0 | 0 | 0 | 0 | |
| domestic natural person | |||||||
| shareholding | 0 | 0 | 61,740,000 | 61,740,000 | 61,740,000 | 1.25 | |
| 4. Foreign shareholding | 0 | 0 | 0 | 0 | 0 | 0 | |
| Including: foreign legal person shareholding | 0 | 0 | 0 | 0 | 0 | 0 | |
| foreign natural person shareholding | 0 | 0 | 0 | 0 | 0 | 0 | |
| II. | Shares without trading moratorium | 4,874,184,060 | 100 | 12,779,580 | 12,779,580 | 4,886,963,640 | 98.75 |
| 1. A Shares | 2,974,184,060 | 61.02 | 12,779,580 | 12,779,580 | 2,986,963,640 | 60.36 | |
| 2. Foreign shares domestically-listed | 0 | 0 | 0 | 0 | 0 | 0 | |
| 3. Foreign shares listed overseas | 1,900,000,000 | 38.98 | 0 | 0 | 1,900,000,000 | 38.39 | |
| 4. Others | 0 | 0 | 0 | 0 | 0 | 0 | |
| III. | Total share capital | 4,874,184,060 | 100 | 74,519,580 | 74,519,580 | 4,948,703,640 | 100 |
Notes:
-
① The percentage figures in the above table are rounded off to two decimal places. There are differences in the mantissa between some sub-totals and sum of individual numbers, which is attributed to rounding off the percentage result.
-
② During the reporting period, the Company has completed the grant and registration of A Share restricted stock incentive scheme for 2021, and successfully granted 61,740,000 restricted shares to the incentive recipients. During the second exercising period of the 2018 A Share option incentive scheme, a total of 12,779,580 shares were exercised, transferred and registered. The total share capital of the Company increased to 4,948,703,640 shares.
-
③ According to the Issuer’s Capital Structure Table issued by China Securities Depository and Clearing Co., Ltd., as of the disclosure date of this report, A Shares of the Company account to 3,048,703,640, of which 61,740,000 shares are outstanding shares with trading moratorium and 2,986,963,640 shares are outstanding shares without trading moratorium.
90 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
- Explanation on changes in ordinary shares
As reviewed and approved at the 20th meeting of the eighth session of the Board of the Company held on 27 January 2022, the granting conditions for the Company’s restricted stock incentive plan have been fulfilled. By the end of the report, the Company has successfully granted 61,740,000 restricted shares to incentive recipients. As reviewed and approved at the 20th meeting of the eighth session of the Board of the Company held on 27 January 2022, it was confirmed that the exercisable conditions for the second exercise schedule of the Company’s 2018 A Share option incentive scheme have been fulfilled. By the end of the report, all the exercisable stock options of the second exercise schedule, a total amount of 12,779,580 shares, have been exercised. The increase in the total share capital of the Company from 4,874,184,060 shares to 4,948,703,640 shares had no significant impact on the financial indicators of the recent year and the recent reporting period.
For details, please see the announcement on granting restricted stock to the incentive recipients by the Company on 27 January 2022, the announcement on exercisable conditions of the second exercising period and on the result of restricted stock granting on 25 February 2022, as well as the announcement on the result of the independent exercise on 1 April 2022 and 29 April 2022, which were posted on the websites of Shanghai Stock Exchange, the HKEX, the Company and/or China Securities Journal and Shanghai Securities News, Securities Times and Securities Daily.
- The Impact of changes in ordinary shares on financial indicators such as earnings per share, net asset per share after the reporting period to the disclosure date of this interim report (if any)
Not applicable.
- Other disclosures the Company considers necessary or required by securities regulator/institutions
As at the latest practicable date prior to the publication of this report, according to the information publicly available to the Company and within the knowledge of the Directors, the Directors believe that during the reporting period, the public float of the Company is more than 25% of the Company’s total issued shares, which is in compliance with the requirement of the Hong Kong Listing Rules.
91
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
(II) Changes in Shares with Restricted Moratorium
Unit: Share(s)
| Number of | Number | |||||
|---|---|---|---|---|---|---|
| Number | shares free | Number | of shares | |||
| of shares | from trading | of shares | with trading | |||
| with trading | moratorium | increased | moratorium | |||
| moratorium at | during the | during the | at the end of | Date on which the shares | ||
| the beginning | reporting | reporting | the reporting | Reasons for trading | are free from trading | |
| Name of shareholders | of the period | period | period | period | moratorium | moratorium |
| 1,245 participants of restricted stock | 0 | 0 | 20,374,200 | 20,374,200 | During the period of | From the first trading day |
| incentive | trading moratorium | after 24 months from | ||||
| the date on which the | ||||||
| registration of restricted | ||||||
| stock was completed to | ||||||
| the last trading day within | ||||||
| 36 months from the date | ||||||
| on which the registration | ||||||
| of restricted stock was | ||||||
| completed | ||||||
| 1,245 participants of restricted | 0 | 0 | 20,374,200 | 20,374,200 | During the period of | From the first trading day |
| stock incentive | trading moratorium | after 36 months from | ||||
| the date on which the | ||||||
| registration of restricted | ||||||
| stock was completed to | ||||||
| the last trading day within | ||||||
| 48 months from the date | ||||||
| on which the registration | ||||||
| of restricted stock was | ||||||
| completed | ||||||
| 1,245 participants of restricted stock | 0 | 0 | 20,991,600 | 20,991,600 | During the period of | From the first trading day |
| incentive | trading moratorium | after 48 months from | ||||
| the date on which the | ||||||
| registration of restricted | ||||||
| stock was completed to | ||||||
| the last trading day within | ||||||
| 60 months from the date | ||||||
| on which the registration | ||||||
| of restricted stock was | ||||||
| completed | ||||||
| Total | 0 | 0 | 61,740,000 | 61,740,000 | / | / |
92 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
II. SHAREHOLDERS
(I) Total Number of the Shareholders:
Total number of shareholders by the end of the reporting period 51,210 Total number of preferred shareholders with resumed voting right by the end of the reporting period 0
- (II) Top Ten Shareholders and Top Ten Shareholders Holding Tradable Shares of the Company which are not Subject to Trading Moratorium
Unit: Share(s)
| Shareholdings of the top ten Shareholders | Shareholdings of the top ten Shareholders | Shareholdings of the top ten Shareholders | |||||
|---|---|---|---|---|---|---|---|
| Number | |||||||
| Increase/ | of shares | Number | |||||
| decrease | held at the | of shares | Number of pledged | ||||
| during the | end of the | held subject | or locked shares | ||||
| Name of shareholders | reporting | Reporting | Percentage | to trading | Status | Number | Nature of |
| (full name) | period | Period | (%) | moratorium | of shares | of shares | Shareholder |
| Shandong Energy Co., LTD | 0 | 2,263,047,288 | 45.73 | 0 | pledged | 120,000,000 | State-owned |
| legal person | |||||||
| Hong Kong Securities Clearing | 428,990 | 1,897,968,443 | 38.35 | 0 | Unknown | – | Overseas |
| Company (Nominees) Limited | legal person | ||||||
| Hong Kong Securities Clearing | 1,671,341 | 62,521,079 | 1.26 | 0 | No | 0 | Overseas |
| Company Limited | legal person | ||||||
| China Merchants Bank Co., Ltd- | -9,942,106 | 24,567,208 | 0.50 | 0 | No | 0 | Other |
| Shanghai Stock Exchange Dividend | |||||||
| Tradable Open Index Securities | |||||||
| Investment Fund | |||||||
| National Social Security Fund 117 | 13,508,844 | 14,508,844 | 0.29 | 0 | No | 0 | Other |
| portfolio | |||||||
| National Social Security Fund 416 | 14,126,445 | 14,126,445 | 0.29 | 0 | No | 0 | Other |
| portfolio | |||||||
| Bank of China Limited-Yifangda supply | 13,777,760 | 13,777,760 | 0.28 | 0 | No | 0 | Other |
| reform flexible allocation of mixed | |||||||
| securities investment funds | |||||||
| National Social Security Fund 101 | 8,242,900 | 13,286,160 | 0.27 | 0 | No | 0 | Other |
| portfolio | |||||||
| Huitianfu Fund Management Co., Ltd.- | –103,220 | 10,748,327 | 0.22 | 0 | No | 0 | Other |
| Social Security fund 1103 portfolio | |||||||
| Industrial and Commercial Bank of | 9,741,824 | 9,741,824 | 0.20 | 0 | No | 0 | Other |
| China-Huitianfu value selected | |||||||
| hybrid securities investment fund |
Yankuang Energy Group Company Limited Interim Report 2022 93
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
| Top ten Shareholders holding tradable shares not subject to trading moratorium | Top ten Shareholders holding tradable shares not subject to trading moratorium | Top ten Shareholders holding tradable shares not subject to trading moratorium | |
|---|---|---|---|
| Number of tradable | Class and number of shares held | ||
| shares held | |||
| not subject to | |||
| trading moratorium | |||
| at the end of the | Class | Number | |
| Name of Shareholders(full name) | reporting period | of shares | of shares |
| Shandong Energy Co., LTD. | 2,263,047,288 | A Shares | 2,263,047,288 |
| Hong Kong Securities Clearing Company (Nominees) Limited | 1,897,968,443 | H Shares | 1,897,968,443 |
| Hong Kong Securities Clearing Company Limited | 62,521,079 | A Shares | 62,521,079 |
| China Merchants Bank Co., Ltd.-Shanghai Stock Exchange | 24,567,208 | A Shares | 24,567,208 |
| Dividend Tradable Open Index Securities Investment Fund | |||
| National Social Security Fund 117 Portfolio | 14,508,844 | A Shares | 14,508,844 |
| National Social Security Fund 416 Portfolio | 14,126,445 | A Shares | 14,126,445 |
| Bank of China Limited-Yifangda Supply Reform Flexible | 13,777,760 | A Shares | 13,777,760 |
| Allocation of Mixed Securities Investment Fund | |||
| National Social Security Fund 101 Portfolio | 13,286,160 | A Shares | 13,286,160 |
| Huitianfu Fund Management Co., Ltd.-Social Security Fund | 10,748,327 | A Shares | 10,748,327 |
| 1103 Portfolio | |||
| Industrial and Commercial Bank of China-Huitianfu Value | 9,741,824 | A Shares | 9,741,824 |
| Selected Hybrid Securities Investment Fund |
Explanations on repurchase of Not applicable. special shares by the top 10 shareholders
Explanations on voting proxy, Not applicable. entrusted voting and abstention by the above shareholders
94 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
Related relationship or Acting-in concert relationship among the above Shareholders
Yankuang Group (Hong Kong) Company Limited, a wholly-owned subsidiary of Yankuang Group (“Yankuang Hong Kong”) held 455 million H Shares of the Company through Hong Kong Securities Clearing Company (Nominees) Limited.
Apart from the disclosure above, it is unknown whether other shareholders are connected with one another or whether any of these shareholders fall within the meaning of parties acting in concert.
Illustration of holders of preferred Not applicable. shares with resumed voting rights and the number of shares held by them
Notes:
-
① The above “Total number of common shareholders at the end of the reporting period” and “The top ten shareholders and the top ten shareholders holding tradable shares which are not subject to trading moratorium”, is prepared in accordance with the Registers of the Shareholders provided by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and Hong Kong Securities Registration Co., Ltd..
-
② As the clearing and settlement agent for the Company’s H Shares, Hong Kong Securities Clearing Company (Nominees) Limited holds the Company’s H Shares in the capacity of a nominee.
-
③ During the reporting period, Shandong Energy transferred its 120,000,000 A Shares held by itself to the pledge account opened by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. to provide guarantee for the exchangeable corporate bonds issued by Shandong Energy. As of the disclosure date of this report, the number of shares pledged by Shandong Energy accounts for 4.41% of its Company’s shares and 2.42% of the total capital stock issued by the Company.
-
④ As of 30 June 2022, Shandong Energy held a total of 2,263,047,288 A Shares of the Company and owns 454,989,000 H Shares through Yankuang Hong Kong. Shandong Energy directly and indirectly holds 54.92% shares of the Company.
The number of shares held by top ten shareholders holding shares subject to trading moratorium and the restrictions
Not applicable.
- (III) Strategic Investor or Legal Person Became Top Ten Shareholders for Rights Issue
Not applicable.
Yankuang Energy Group Company Limited Interim Report 2022 95
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
- (IV) Substantial Shareholders’ Interests and/or Short Positions in the Shares and/or Underlying Shares of the Company
As far as the Directors are aware, save as disclosed below, as at 30 June 2022, other than the Directors, Supervisors or chief executives of the Company, there were no other persons who were substantial shareholders of the Company or had interests or short positions in the shares or underlying shares of the Company, which should (i) be disclosed pursuant to Sections 2 and 3 under Part XV of the Securities and Futures Ordinance (“SFO”); (ii) be recorded in the register to be kept pursuant to Section 336 of the SFO; or (iii) notify the Company and the Hong Kong Stock Exchange in other ways.
| Percentage in | Percentage in | |||||
|---|---|---|---|---|---|---|
| the H Share | Total Share | |||||
| Name of Substantial | Number of Shares | Nature of | Capital of the | Capital of the | ||
| Shareholders | Class of Shares | Capacity | Held (shares) | Interest | Company | Company |
| Shandong Energy | A Shares (State-owned | Beneficial owner | 2,263,047,288 | Long position | – | 45.73% |
| legal person shares) | 120,000,000 | Short position | – | 2.42% | ||
| Shandong Energy① | H Shares | Interest of controlled | 454,989,000 | Long position | 23.95% | 9.19% |
| corporations | ||||||
| BNP Paribas Investment | H Shares | Investment manager | 117,641,207 | Long position | 6.19% | 2.38% |
| Partners SA | ||||||
| Notes: |
-
① Yankuang Hong Kong holds such H Shares in the capacity of beneficial owner.
-
② The percentage figures above have been rounded off to the nearest second decimal place.
-
③ Information disclosed herein is based on the information available on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and China Securities Depository and Clearing Corporation Limited Shanghai Agency.
III. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
(I) Changes in Shareholding of Current and Resigned Directors, Supervisors and Senior Management
As at the disclosure date of the report, except as disclosed below, none of the Directors, Supervisors and Senior Management of the Company have an interest in the shares, or any of its associated body corporate (definition referred to Part XV of the Securities and Futures Ordinance), the interests and short position in relevant shares and bonds. These interests and short position (i) are in accordance with the Section 352 of the Securities and Futures Ordinance, which should be recorded in the register to be kept, or (ii) In accordance with the provisions of the Model Code, shall notice the listed issuers and the Stock Exchange of Hong Kong (The relevant provisions shall be deemed to apply equally to the supervisors of the Company to the same extent as the directors of the Company).
96 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
Unit: Shares
| Number | Increase/ | ||||
|---|---|---|---|---|---|
| of shares | Number of | decrease of | |||
| held at the | shares held | shareholding | |||
| beginning of the | at the end of the | during the | Reasons for | ||
| Name | Title | reporting period | reporting period | reporting period | increase/decrease |
| Li Wei | Director | 10,000 | 10,000 | 0 | – |
| Liu Jian | Director | 85,800 | 85,800 | 0 | – |
| Xiao Yaomeng | Director, Senior | 49,500 | 299,000 | 249,500 | Grant of restricted |
| management | stock/Exercise | ||||
| of stock options | |||||
| Zhu Qingrui | Director | 0 | 0 | 0 | – |
| Zhao Qingchun | Director, Senior | 85,800 | 331,600 | 245,800 | Grant of restricted |
| management | stock/Exercise | ||||
| of stock options | |||||
| Huang Xiaolong | Director, Senior | 0 | 160,000 | 160,000 | Grant of restricted stock |
| management | |||||
| Tian Hui | Independent director | 0 | 0 | 0 | – |
| Zhu Limin | Independent director | 0 | 0 | 0 | – |
| Cai Chang | Independent director | 0 | 0 | 0 | – |
| Pan Zhaoguo | Independent director | 0 | 0 | 0 | – |
| Li Shipeng | Supervisor | 0 | 0 | 0 | – |
| Zhuhao | Supervisor | 0 | 0 | 0 | – |
| Qin Yanpo | Supervisor | 0 | 0 | 0 | – |
| Su Li | Supervisor | 0 | 0 | 0 | – |
| Deng Hui | Supervisor | 0 | 0 | 0 | – |
| Zhang Yanwei | Senior management | 0 | 160,000 | 160,000 | Grant of restricted stock |
| Zhang Chuanchang | Senior management | 0 | 160,000 | 160,000 | Grant of restricted stock |
| Tian Zhaohua | Senior management | 49,500 | 259,000 | 209,500 | Grant of restricted |
| stock/Exercise | |||||
| of stock options | |||||
| Li Weiqing | Senior management | 0 | 209,500 | 209,500 | Grant of restricted |
| stock/Exercise | |||||
| of stock options |
Yankuang Energy Group Company Limited Interim Report 2022 97
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
| Number | Increase/ | ||||
|---|---|---|---|---|---|
| of shares | Number of | decrease of | |||
| held at the | shares held | shareholding | |||
| beginning of the | at the end of the | during the | Reasons for | ||
| Name | Title | reporting period | reporting period | reporting period | increase/decrease |
| Ma Junpeng | Senior management | 3,000 | 131,600 | 128,600 | Grant of restricted |
| stocks/Exercise of | |||||
| stock options/decrease | |||||
| of shares held | |||||
| Kang Dan | Senior management | 0 | 80,000 | 80,000 | Grant of restricted |
| stock/Exercise of stock | |||||
| options/decrease of | |||||
| shares held | |||||
| Zhang Lei | Senior management | 0 | 0 | 0 | – |
| Wang Ruolin | Director | 49,500 | 259,000 | 209,500 | Grant of restricted |
| stock/Exercise | |||||
| of stock options | |||||
| Zhou Hong | Supervisor(Resigned) | 0 | 0 | 0 | – |
| Gong Zhijie | Senior | 85,800 | 331,600 | 245,800 | Grant of restricted |
| management(Resigned) | stock/Exercise of stock | ||||
| options | |||||
| Liu Qiang | Senior | 0 | 160,000 | 160,000 | Grant of restricted stock |
| management(Resigned) |
Other explanations
-
Ma Junpeng and Kang Dan decreased their shares of the Company before they took office as senior management of the Company.
-
Due to work adjustment, Liu Qiang does not meet the conditions for incentives, and the Company will repurchase and cancel his 160,000 restricted shares in due time.
98 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
- (II) Share Incentive Mechanism to the Directors, Supervisors and Senior Management during the Reporting Period
Unit: Shares
| Number of | Number | Share | Number of | |||
|---|---|---|---|---|---|---|
| share options | of new share | Exercisable | options | share | ||
| held at the | options granted | share | exercised | options held at | ||
| beginning of the | during the | options during | during the | the end of the | ||
| Name | Title | reporting period | reporting period | reporting period | reporting period | reporting period |
| Xiao Yaomeng | Director, Senior management | 100,500 | 0 | 49,500 | 49,500 | 51,000 |
| Zhao Qingchun | Director, Senior management | 174,200 | 0 | 85,800 | 85,800 | 88,400 |
| Tian Zhaohua | Senior management | 100,500 | 0 | 49,500 | 49,500 | 51,000 |
| Li Weiqing | Senior management | 100,500 | 0 | 49,500 | 49,500 | 51,000 |
| Ma Junpeng | Senior management | 100,500 | 0 | 49,500 | 49,500 | 51,000 |
| Kang Dan | Senior management | 80,400 | 0 | 39,600 | 39,600 | 40,800 |
| Wang Ruolin | Director (Resigned) | 100,500 | 0 | 49,500 | 49,500 | 51,000 |
| Gong Zhijie | Senior management (Resigned) | 174,200 | 0 | 85,800 | 85,800 | 88,400 |
| Total | / | 931,300 | 0 | 458,700 | 458,700 | 472,600 |
99
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 7 CHANGES IN ORDINARY SHARES AND SHAREHOLDERS – CONTINUED
Unit: Shares
| Number of | Number | Number of | ||||
|---|---|---|---|---|---|---|
| restricted shares | of new restricted | restricted | ||||
| held at the | shares granted | shares held at | ||||
| beginning of the | during the | Shares | Shares | the end of the | ||
| Name | Title | reporting period | reporting period | unlocked | locked | reporting period |
| Xiao Yaomeng | Director, Senior management | 0 | 200,000 | 0 | 200,000 | 200,000 |
| Zhao Qingchun | Director, Senior management | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Huang Xiaolong | Director, Senior management | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Zhang Yanwei | Senior management | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Zhang Chuanchang | Senior management | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Tian Zhaohua | Senior management | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Li Weiqing | Senior management | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Ma Junpeng | Senior management | 0 | 80,000 | 0 | 80,000 | 80,000 |
| Kang Dan | Senior management | 0 | 80,000 | 0 | 80,000 | 80,000 |
| Wang Ruolin | Director (Resigned) | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Gong Zhijie | Senior management (Resigned) | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Liu Qiang | Senior management (Resigned) | 0 | 160,000 | 0 | 160,000 | 160,000 |
| Total | / | 0 | 1,800,000 | 0 | 1,800,000 | 1,800,000 |
(III) Other explanations
Not applicable.
IV. CHANGES IN CONTROLLED SHAREHOLDER OR ACTUAL CONTROLLER
Not applicable.
100 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 8 BONDS
(The financial data listed in this chapter are filled out in accordance with the CASS)
-
I. ENTERPRISE BONDS, CORPORATE BONDS AND DEBTS FINANCING DEBTS OF NON-FINANCIAL ENTERPRISES
-
(I) Enterprise Bonds
Not applicable.
(II) Corporate Bonds
- Basic information of corporate bonds
Unit: RMB100 million
| Appropriate | Whether there | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest | Mature | Interest | Way to repay | arrangement of the | is risk of listing | |||||||
| Name | Abbreviation | Code | Issue date | starting date | date | Balance | rate(%) | principal and interest | Trade location | investors(if any)Trade mechanism | termination | |
| 2012 Corporate Bond | 12 Yanzhou Coal 04 | 122272 | 3 March 2014 | 3 March 2014 | 3 March 2024 | 30.5 | 6.15 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (second tranche) | repaid at one time at maturity, the final | Exchange | inquiry and transaction | |||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2020 Corporate Bond | 20 Yanzhou Coal 01 | 163234 | 10 March 2020 | 12 March 2020 | 12 March | 3 | 2.99 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (first tranche) (type one) | 2023 | repaid at one time at maturity, the final | Exchange | inquiry and transaction | ||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2020 Corporate Bond | 20 Yanzhou Coal 02 | 163235 | 10 March 2020 | 12 March 2020 | 12 March | 27 | 3.43 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (first tranche) (type two) | 2025 | repaid at one time at maturity, the final | Exchange | inquiry and transaction | ||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2020 Corporate Bond | 20 Yanzhou Coal 03 | 163236 | 10 March 2020 | 12 March 2020 | 12 March | 20 | 4.29 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (first tranche) (type three) | 2030 | repaid at one time at maturity, the final | Exchange | inquiry and transaction | ||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2020 Corporate Bond | 20 Yanzhou Coal 04 | 175274 | 21 October 2020 | 23 October 2020 | 23 October | 35 | 3.89 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (second tranche) (type one) ① |
2035 | repaid at one time at maturity, the final | Exchange | inquiry and transaction | ||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2020 Corporate Bond | 20 Yanzhou Coal 05 | 175275 | 21 October 2020 | 23 October 2020 | 23 October | 15 | 4.27 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (second tranche) (type two) ② |
2030 | repaid at one time at maturity, the final | Exchange | inquiry and transaction | ||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2021 Corporate Bond | 21 Yanzhou Coal 01 | 188163 | 28 May 2021 | 31 May 2021 | 31 May 2024 | 30 | 3.74 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (first tranche) (type one) | repaid at one time at maturity, the final | Exchange | inquiry and transaction | |||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2021 medium term note of first | MTN001 21Yanzhou | 102101379 | 22 July 2021 | 26 July 2021 | 26 July 2026 | 20 | 3.80 | Interest paid once a year, the entire principal | Interbank bond | The institutional | Circulation and transfer | No |
| tranche | Coal MTN001 | repaid at one time at maturity, the final | market | investors from the | at the national | |||||||
| Interest paid together with the principal. | interbank bond | interbank bond | ||||||||||
| market | market |
Yankuang Energy Group Company Limited Interim Report 2022 101
CHAPTER 8 BONDS – CONTINUED
| Appropriate | Whether there | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest | Mature | Interest | Way to repay | arrangement of the | is risk of listing | |||||||
| Name | Abbreviation | Code | Issue date | starting date | date | Balance | rate(%) | principal and interest | Trade location | investors(if any)Trade mechanism | termination | |
| 2021 Corporate Bond | 21 Yanzhou Coal 02 | 188164 | 28 May 2021 | 31 May 2021 | 31 May 2026 | 10 | 4.13 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (first tranche) (type two) | repaid at one time at maturity, the final | Exchange | inquiry and transaction | |||||||||
| interest paid together with the principal. | agreement | |||||||||||
| 2021 renewable corporate | 21 Yanzhou Coal Y1 | 188285 | 21 June 2021 | 22 June 2021 | 22 June 2023 | 17 | 3.99 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| bonds (first tranche) | repaid at one time at maturity, the final | Exchange | inquiry and transaction | |||||||||
| (type one) ③ |
interest paid together with the principal. | agreement | ||||||||||
| 2021 renewable corporate | 21 Yanzhou Coal Y2 | 188286 | 21 June 2021 | 22 June 2021 | 22 June 2024 | 33 | 4.40 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| bonds (first tranche) | repaid at one time at maturity, the final | Exchange | inquiry and transaction | |||||||||
| (type two) ④ |
interest paid together with the principal. | agreement | ||||||||||
| 2021 Corporate Bond | 21Yanzhou Coal Y4 | 188613 | 19 August 2021 | 20 August 2021 | 20 August | 10 | 3.54 | Interest paid once a year, the entire principal | Shanghai Stock | Qualified investors | Bidding, quotation, | No |
| (second tranche) ⑤ |
2024 | repaid at one time at maturity, the final | Exchange | inquiry and transaction | ||||||||
| interest paid together with the principal. | agreement |
Notes:
-
① 2020 Corporate Bond (second tranche) (type 1) is a 15-year-fixed interest rate bond and every three interest bearing years are regarded as one term. At the end of each term, the Company has the right to choose to adjust the coupon rate for the later maturity of the current bond and the investors have the right to sell the bond back to the Company at the end of each term.
-
② 2020 Corporate Bond (second tranche) (type 2) is a 10-year-fixed interest rate bond. At the end of the fifth interest-bearing year, the Company has the right to choose to adjust the coupon rate for the later maturity of the current bond and the investors have the right to sell the bond back to the Company.
-
③ For 2021 Renewable Corporate Bond (first tranche) (type 1), every two interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current bond by one term (that is, by two years) or to repay the principal and interest of the current bond due at maturity in full at the end of the term.
-
④ For 2021 Renewable Corporate Bond (first tranche) (type 2), every three interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current bond by one term (that is, by three years) or to repay the principal and interest of the current bond due at maturity in full at the end of the term.
-
⑤ For 2021 Renewable Corporate Bond (second tranche), every three interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current bond placing by one term (that is, by three years) or to repay the principal and interest of the current bond due at maturity in full at the end of the term.
102 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 8 BONDS – CONTINUED
Counter-measures to the risks of listing termination of the Company
Not applicable.
Overdue debts
Not applicable.
Explanations on overdue debts
Not applicable.
- Trigger and enforcement of clauses on issuer or investor option as well as investor protection
Not applicable.
- Adjustments on credit rating results
Not applicable.
Other explanations
Not applicable.
- Execution, changes and impact of guarantees, debt repayment plan and other solvency supporting measures during the reporting period
Not applicable.
Other explanations
There are no changes in terms of the guarantees, debt repayment plan and other solvency supporting measures of the corporate bonds during the reporting period, which remain consistent with the prospectus.
- 5 Other explanations on corporate bonds
Not applicable.
Yankuang Energy Group Company Limited Interim Report 2022 103
CHAPTER 8 BONDS – CONTINUED
(III) Non-Financial Enterprise Debt Financing Instruments at Inter-Bank Bond Market
- Basic information of non-financial enterprise debt financing instrument
Unit: RMB100 million
| Appropriate | Whether there | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest | Mature | Interest | arrangement of the | is risk of listing | ||||||||
| Name | Abbreviation | Code | Issue date | starting date | date | Balance | rate(%)Way to repay principal and interest | Trade location | investors(if any)Trade mechanism | termination | ||
| 2021 medium term note of | 21Yanzhou Coal | 102103102 | 24 November | 26 November | 26 November | 20 | 3.67 | Interest paid once a year, the entire principal | Interbank bond | The institutional | Circulation and transfer | No |
| second tranche ① |
MTN002 | 2021 | 2021 | 2024 | repaid at one time at maturity, the final | market | investors from the | at the national | ||||
| Interest paid together with the principal. | interbank bond | interbank bond | ||||||||||
| market | market | |||||||||||
| 2022 medium term note of first | 22 Yankuang Energy | 102281098 | 18 May 2022 | 20 May 2022 | 20 May 2025 | 25 | 3.28 | Interest paid once a year, the entire principal | Interbank bond | The institutional | Circulation and transfer | No |
| tranche (type one) ② |
MTN001A | repaid at one time at maturity, the final | market | investors from the | at the national | |||||||
| interest paid together with the principal. | interbank bond | interbank bond | ||||||||||
| market | market | |||||||||||
| 2022 medium term note of first | 22 Yankuang Energy | 102281099 | 18 May 2022 | 20 May 2022 | 20 May 2027 | 5 | 3.71 | Interest paid once a year, the entire principal | Interbank bond | The institutional | Circulation and transfer | No |
| tranche (type two) ③ |
MTN001B | repaid at one time at maturity, the final | market | investors from the | at the national | |||||||
| interest paid together with the principal. | interbank bond | interbank bond | ||||||||||
| market | market | |||||||||||
| 2022 medium term note of | 22 Yankuang Energy | 102281229 | 8 June 2022 | 10 June 2022 | 10 June 2025 | 20 | 3.30 | Interest paid once a year, the entire principal | Interbank bond | The institutional | Circulation and transfer | No |
| second tranche ④ |
MTN002 | repaid at one time at maturity, the final | market | investors from the | at the national | |||||||
| interest paid together with the principal. | interbank bond | interbank bond | ||||||||||
| market | market |
Notes:
-
① For 2021 medium term note of second tranche, every three interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current medium term note by one term (that is, by three years) or to repay the principal and interest of the current medium term note due at maturity in full at the end of the term.
-
② For 2022 medium term note of first tranche (type one), every three interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current medium term note by one term (that is, by three years) or to repay the principal and interest of the current medium term note due at maturity in full at the end of the term.
-
③ For 2022 medium term note of first tranche (type two), every five interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current medium term note by one term (that is, by five years) or to repay the principal and interest of the current medium term note due at maturity in full at the end of the term.
-
④ For 2022 medium term note of second tranche, every three interest-bearing years are regarded as one term. At the end of each term, the Company has the right to choose to extend the term of the current medium term note by one term (that is, by three years) or to repay the principal and interest of the current medium term note due at maturity in full at the end of the term.
104 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 8 BONDS – CONTINUED
Counter-measures to the risks of listing termination of the Company
Not applicable.
Overdue debts
Not applicable.
Explanations on overdue debts
Not applicable.
- Trigger and enforcement of clauses on issuer or investor option as well as investor protection
Not applicable.
- Adjustments on credit rating results
Not applicable.
Other explanations
Not applicable.
- Execution, changes and impact of guarantees, debt repayment plan and other solvency supporting measures during the reporting period
Not applicable.
Other explanations
The terms of guarantees, debt repayment plan and other solvency supporting measures of the debt financing instruments the Company issued remain unchanged and are consistent with the prospectus during the reporting period.
- Basic information of non-financial enterprise debt financing instrument
Not applicable.
Yankuang Energy Group Company Limited Interim Report 2022 105
CHAPTER 8 BONDS – CONTINUED
- ( IV ) The Loss in the Consolidated Statement of the Company during the Reporting Period Exceeding 10% of the Net Assets at the end of the Previous Year
Not applicable.
- ( V ) Key Financial Data and Indicators
Unit: RMB10 thousand
| Increase/ | ||||||
|---|---|---|---|---|---|---|
| Decrease at | ||||||
| the end of | ||||||
| the reporting period | ||||||
| As at | As at | compared with | ||||
| 30 June | 31 December | the end of the | ||||
| Main Indicators | 2022 | 2021 | previous year (%) | |||
| Current Ratio | 1.18 | 0.94 | 26.08 | |||
| Liquidity Ratio | 1.01 | 0.79 | 26.96 | |||
| Debt-to-asset Ratio(%) | 62.90 | 66.58 | Decrease by 3.68 | |||
| percentage points | ||||||
| Increase/ | ||||||
| Decrease at | ||||||
| the end of | ||||||
| the reporting period | ||||||
| compared with | ||||||
| January to | January to | the end of the | ||||
| June 2022 | June 2021 | previous year (%) | ||||
| Net profit after deducting | ||||||
| extraordinary gains or losses | 1,783,858 | 607,126 | 193.82 | |||
| Total debt to EBITDA ratio | 2.70 | 7.15 | -62.18 | |||
| Interest coverage ratio | 13.68 | 4.23 | 223.57 | |||
| Cash interest coverage ratio | 5.72 | 2.89 | 98.20 | |||
| EBITDA interest coverage ratio | 16.76 | 6.59 | 154.30 | |||
| Loan repayment ratio(%) | 100 | 100 | 0.00 | |||
| Interest coverage ratio(%) | 100 | 100 | 0.00 |
II. CONVERTIBLE CORPORATE BONDS
Not applicable.
106 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| NOTES | Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|---|---|
| Gross sales of coal Railway transportation service income Gross sales of electricity and heat supply Gross sales of equipment manufacturing Gross sales of chemical products Total revenue Transportation costs Cost of sales and service provided Cost of electricity and heat supply Cost of equipment manufacturing Cost of chemical products 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 5 Profit before tax 6 Income taxes expenses 7 Profit for the period Attributable to: Equity holders of the Company Owners of perpetual capital securities Non-controlling interests – Other Earnings per share, basic 9 Earnings per share, diluted 9 |
61,281,948 30,954,186 189,189 158,875 1,647,382 1,303,459 184,367 161,656 11,972,472 10,095,328 |
| 75,275,358 42,673,504 (2,072,147) (1,838,257) (25,551,423) (20,027,020) (1,492,574) (1,277,153) (160,919) (138,827) (9,889,955) (6,400,013) |
|
| (39,167,018) (29,681,270) 36,108,340 12,992,234 (7,079,919) (4,946,114) 1,213,143 1,050,034 268,423 (92,263) 2,090,311 1,367,576 (2,341,181) (2,384,168) |
|
| 30,259,117 7,987,299 (7,613,640) (1,386,316) |
|
| 22,645,477 6,600,983 |
|
| 18,453,733 6,277,804 176,927 49,567 4,014,817 273,612 |
|
| 22,645,477 6,600,983 |
|
| RMB3.78 RMB1.29 |
|
| RMB3.76 RMB1.29 |
Yankuang Energy Group Company Limited Interim Report 2022 107
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME – CONTINUED
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| NOTES | Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|---|---|
| Profit for the period Other comprehensive income (expense) (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 amount recognised in other comprehensive income Reclassification adjustments for amounts transferred to income statement Deferred taxes Share of other comprehensive income of associates Exchange difference arising on translation of foreign operations Other comprehensive expense for the period Total comprehensive income for the period Attributable to: Equity holders of the Company Owners of perpetual capital securities Non-controlling interests – Perpetual capital securities – Other |
22,645,477 6,600,983 32 (56) (8) 14 |
| 24 (42) |
|
| (371,943) (440,802) 488,810 86,024 (35,060) 106,434 |
|
| 81,807 (248,344) (20,997) 20,697 (40,837) (1,132,903) |
|
| 19,997 (1,360,592) |
|
| 22,665,474 5,240,391 |
|
| 18,487,056 5,336,840 176,927 49,567 – – 4,001,491 (146,016) |
|
| 22,665,474 5,240,391 |
108 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
| NOTES | 30 June 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|---|---|
| Current assets Bank balances and cash 10 Pledged term deposits 10 Restricted cash 10 Bills and accounts receivables 11 Royalty receivable Inventories Prepayments and other receivables 12 Long term receivables – due within one year Financial assets at fair value through profit or loss (“FVTPL”) Assets classified as held for sale Non-current assets Intangible assets Property, plant and equipment 13 Right-of-use assets 14 Investment properties Construction in progress Prepayment 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 |
49,996,196 40,044,795 160,000 160,000 6,686,309 5,367,672 15,757,970 13,602,107 175,351 105,829 8,495,083 7,806,715 21,026,823 20,261,343 2,719,446 1,445,352 1,429 150,481 |
| 105,018,607 88,944,294 7,891 7,904 |
|
| 105,026,498 88,952,198 |
|
| 74,324,666 75,528,799 73,427,847 75,270,589 3,560,323 3,933,816 1,414,126 1,414,126 13,580,007 11,910,634 12,216,798 12,149,077 1,720,020 1,720,498 649,293 594,183 20,775,563 19,488,070 928,286 661,077 3,756,624 6,343,092 987,504 914,055 386,456 298,956 2,577,526 2,779,837 |
|
| 210,305,039 213,006,809 |
|
| 315,331,537 301,959,007 |
Yankuang Energy Group Company Limited Interim Report 2022 109
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION – CONTINUED
AS AT 30 JUNE 2022
| NOTES | 30 June 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|---|---|
| Current liabilities Bills and accounts payables 15 Other payables and accrued expenses Contract liabilities Provision for land subsidence, restoration, rehabilitation and environmental costs 16 Provision Amounts due to Parent Company and its subsidiaries Borrowings – due within one year 17 Financial liabilities at FVTPL Lease liabilities 14 Tax payable Long term payables – due within one year Non-current liabilities Provision for land subsidence, restoration, rehabilitation and environmental costs 16 Provision Borrowings – due after one year 17 Lease liabilities 14 Long term payables – due after one year Deferred tax liabilities Total liabilities Capital reserves Share capital 18 Reserves 18 Equity attributable to equity holders of the Company Owners of perpetual capital security 19 Non-controlling interests – Others Total liabilities and equity |
22,873,229 22,995,923 33,835,875 36,647,289 3,992,805 4,982,639 1,017,277 966,925 51,331 52,695 1,791,209 2,693,959 19,966,757 25,205,390 59,132 59,132 10,661 184,117 5,940,641 2,491,895 829 1,518 |
| 89,539,746 96,281,482 |
|
| 4,543,463 3,692,198 1,316,077 1,115,839 80,688,736 78,194,707 461,483 915,911 5,045,206 3,623,604 10,485,073 10,178,780 |
|
| 102,540,038 97,721,039 |
|
| 192,079,784 194,002,521 |
|
| 4,948,704 4,874,184 72,547,119 63,783,476 |
|
| 77,495,823 68,657,660 13,072,398 8,118,100 32,683,532 31,180,726 |
|
| 123,251,753 107,956,486 |
|
| 315,331,537 301,959,007 |
110
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2022
| Attributable to equity holders of the Company Share capital Share premium Capital reserve Share option reserve Future development fund Statutory common reserve fund Translation reserve Investment revaluation reserve Cash flow hedge reserve Retained earnings Total Perpetual Capital Securities issued by the Company Non- controlling interests- Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (note 18) (note 18) (note 18) (note 19) |
|
|---|---|
| At 1 January 2021 (audited) 4,860,000 2,735,364 (766,667) 64,451 969,450 7,367,074 (6,212,741) 252,963 (243,542) 48,868,399 57,894,751 5,217,667 28,970,792 92,083,210 Profit for the period (unaudited) – – – – – – – – – 6,277,804 6,277,804 49,567 273,612 6,600,983 Other comprehensive income (expenses) – Fair value change of financial assets at FVTOCI – – – – – – – (42) – – (42) – – (42) – Cash flow hedge reserve recognised – – – – – – – 20,697 – – 20,697 – – 20,697 – Share of other comprehensive income of associates – – – – – – – – (154,620) – (154,620) – (93,725) (248,345) – Exchange differences arising on translation of foreign operations – – – – – – (806,999) – – – (806,999) – (325,903) (1,132,902) Total comprehensive income for the period (unaudited) – – – – – – (806,999) 20,655 (154,620) 6,277,804 5,336,840 49,567 (146,016) 5,240,391 Transactions with owners (unaudited) – Issuance of perpetual capital securities – – – – – – – – – – – 5,000,000 – 5,000,000 – Distribution paid to holders of perpetual capital securities – – – – – – – – – – – (272,830) – (272,830) – Issue of shares upon exercise of share option 14,184 131,118 – (31,347) – – – – – (7,291) 106,664 – – 106,664 – Recognition of equity –settled share based payments – – – 11,103 – – – – – – 11,103 – 1,511 12,614 – Transaction with non-controlling interests – – 140,713 – – – – – – – 140,713 – (52,594) 88,119 – Redemption of perpetual capital securities – – – – – – – – – – – (5,000,000) – (5,000,000) – Deemed contribution – – 653,463 – – – – – – – 653,463 – 396,108 1,049,571 – Dividend – – – – – – – – – (4,874,184) (4,874,184) – – (4,874,184) Transactions with owners (unaudited) 14,184 131,118 794,176 (20,244) – – – – – (4,881,475) (3,962,241) (272,830) 345,025 (3,890,046) At 30 June 2021 (unaudited) 4,874,184 2,866,482 27,509 44,207 969,450 7,367,074 (7,019,740) 273,618 (398,162) 50,264,728 59,269,350 4,994,404 29,169,801 93,433,555 |
|
| – – – – – – (806,999) 20,655 (154,620) 6,277,804 5,336,840 49,567 (146,016) 5,240,391 |
|
| – – – – – – – – – – – 5,000,000 – 5,000,000 – – – – – – – – – – – (272,830) – (272,830) 14,184 131,118 – (31,347) – – – – – (7,291) 106,664 – – 106,664 – – – 11,103 – – – – – – 11,103 – 1,511 12,614 – – 140,713 – – – – – – – 140,713 – (52,594) 88,119 – – – – – – – – – – – (5,000,000) – (5,000,000) – – 653,463 – – – – – – – 653,463 – 396,108 1,049,571 – – – – – – – – – (4,874,184) (4,874,184) – – (4,874,184) |
|
| 14,184 131,118 794,176 (20,244) – – – – – (4,881,475) (3,962,241) (272,830) 345,025 (3,890,046) |
|
| 4,874,184 2,866,482 27,509 44,207 969,450 7,367,074 (7,019,740) 273,618 (398,162) 50,264,728 59,269,350 4,994,404 29,169,801 93,433,555 |
Yankuang Energy Group Company Limited Interim Report 2022 111
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY – CONTINUED
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| Attributable to equity holders of the Company Share capital Share premium Capital reserve Share option reserve Future development fund Statutory common reserve fund Translation reserve Investment revaluation reserve Cash flow hedge reserve Retained earnings Total Perpetual Capital Securities issued by the Company Non- controlling interests- Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (note 18) (note 18) (note 18) (note 19) |
|
|---|---|
| At 1 January 2022 (audited) Profit for the period (unaudited) Other comprehensive income (expenses) – Fair value change of financial assets at FVTOCI – Cash flow hedge reserve recognised – Share of other comprehensive income of associates – Exchange differences arising on translation of foreign operations Total comprehensive income for the period (unaudited) Transactions with owners (unaudited) – Issuance of perpetual capital securities – Distribution paid to holders of perpetual capital securities – Issue of shares – Recognition of equity –settled share based payments – Transaction with non-controlling interests – Dividend to non-controlling interest – Dividend Transactions with owners (unaudited) At 30 June 2022 (unaudited) |
4,874,184 2,880,988 (169,297) 40,931 969,450 7,769,867 (8,187,691) 209,368 (270,288) 60,540,148 68,657,660 8,118,100 31,180,726 107,956,486 |
| – – – – – – – – – 18,453,733 18,453,733 176,927 4,014,817 22,645,477 |
|
| – – – – – – – – – – – – – – |
|
| – – – – – – – 24 – – 24 – – 24 |
|
| – – – – – – – – 50,933 – 50,933 – 30,874 81,807 |
|
| – – – – – – – (20,997) – – (20,997) – – (20,997) |
|
| – – – – – – 3,363 – – – 3,363 – (44,200) (40,837) |
|
| – – – – – – 3,363 (20,973) 50,933 18,453,733 18,487,056 176,927 4,001,491 22,665,474 |
|
| – – – – – – – – – – – 4,990,400 – 4,990,400 |
|
| – – – – – – – – – – – (213,029) – (213,029) |
|
| 74,520 756,022 (723,593) (23,625) – – – – – – 83,324 – – 83,324 |
|
| – – – 135,067 – – – – – – 135,067 – 7,173 142,240 |
|
| – – 30,123 – – – – – – – 30,123 – 19,389 49,512 |
|
| – – – – – – – – – – – – (2,525,247) (2,525,247) |
|
| – – – – – – – – – (9,897,407) (9,897,407) – – (9,897,407) |
|
| 74,520 756,022 (693,470) 111,442 – – – – – (9,897,407) (9,648,893) 4,777,371 (2,498,685) (7,370,207) |
|
| 4,948,704 3,637,010 (862,767) 152,373 969,450 7,769,867 (8,184,328) 188,395 (219,355) 69,096,474 77,495,823 13,072,398 32,683,532 123,251,753 |
|
112 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| NET CASH FROM OPERATING ACTIVITIES INVESTING ACTIVITIES Withdrawal (placement) of restricted cash Withdrawal of term deposits Investment in associate Purchase of intangible assets Purchase of property, plant and equipment and construction in progress Proceeds on disposal of property, plant and equipment (Increase) decrease in deposit for acquisition of property, plant and equipment Dividend income received from associates Decrease (increase) in long term and loan receivables Settlement of payables for acquisition of subsidiaries Other investing activities NET CASH USED IN INVESTING ACTIVITIES |
25,112,369 5,268,317 |
| (1,318,637) 1,646,807 – 1,009,996 (24,000) (95,470) (88,147) (85,402) (3,447,830) (2,857,305) 72,738 95,381 (67,721) 2,871 171,534 26,647 2,361,622 (5,112,167) (17,900) (8,500,089) (114,713) 20,165 |
|
| (2,473,054) (13,848,566) |
Yankuang Energy Group Company Limited Interim Report 2022 113
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| FINANCING ACTIVITIES Distribution paid to holders of perpetual capital securities and subordinated capital notes Payment of lease liabilities Proceeds from issuance of shares Proceeds from borrowings Proceeds from sale-leaseback transaction Proceeds from issuance of perpetual capital securities Repayments of borrowings Proceeds from issuance of guaranteed notes Dividend paid to non-controlling shareholders Repayment of guaranteed notes Redemption of perpetual capital securities (Decrease) increase in customers’ deposits for financing business received Contribution from non-controlling interests NET (USED IN) FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, AT BEGINNING OF THE PERIOD Effect of foreign exchange rate CASH AND CASH EQUIVALENTS, AT END OF THE PERIOD, represented by bank balances and cash |
(213,029) (272,830) (419,020) (494,711) 806,917 106,664 12,974,527 17,493,340 – 2,181,481 4,990,400 5,000,000 (8,180,901) (5,554,024) – 3,990,300 (2,525,247) – (7,656,980) (5,060,439) – (5,000,000) (12,693,018) 820,352 49,512 88,119 |
| (12,866,839) 13,298,252 |
|
| 9,772,476 4,718,003 40,044,795 17,116,460 178,925 373,213 |
|
| 49,996,196 22,207,676 |
114 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 30 JUNE 2022
1. GENERAL
Yankuang Energy Group Company Limited (the “Company”) is established as a joint stock company with limited liability in the People’s Republic of China (the “PRC”). In April 2001, the status of the Company was changed to that of a Sino-foreign joint stock limited company. The Company’s A shares are listed on the Shanghai Stock Exchange (“SSE”) and its H shares are listed on The Stock Exchange of Hong Kong Limited (the “HKEX”). The Company’s parent and ultimate holding company is Shandong Energy Company Limited (the “Parent Company”), a state-owned enterprise in the PRC. The addresses of the registered office and principal place of business of the Company are disclosed in the Group Profile and General Information section of the interim report.
The principal activities of the Company are investment holdings, coal mining and coal railway transportation. The subsidiaries of the Company are principally engaged in coal mining, smart logistics, electricity and heat supply, equipment manufacturing and chemical products.
The condensed consolidated financial information is presented in Renminbi (“RMB”), which is also the functional currency of the Company.
2. BASIS OF PREPARATION
The condensed interim consolidated financial information of the Company and its subsidiaries (collectively as the “Group”) for the six months ended 30 June 2022 has been prepared in accordance with International Accounting Standards (“IAS”) 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”) as well as with the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on the HKEX. They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRSs”), and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2021. The interim financial information is unaudited.
Yankuang Energy Group Company Limited Interim Report 2022 115
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
3. SIGNIFICANT ACCOUNTING POLICIES
The condensed interim consolidated financial information has been prepared on the historical basis except for investment properties and certain financial instruments, which are measured at fair value.
The accounting policies used in the condensed consolidated financial information are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2021, except as described below.
In the current interim period, the Group has applied, for the first time, amendments to references to the conceptual framework in International Financial Reporting Standards (“IFRS”) and the following new amendments to IFRSs issued by the IASB, which are effective for the financial year beginning on 1 January 2022:
| Amendments to IFRS 3 | Reference to Conceptual Framework |
|---|---|
| Amendments to IAS 16 | Property, plant and Equipment: Proceeds before Intended Use |
| Amendments to IAS 37 | Onerous Contracts – Cost of Fulfilling a Contract |
| Amendment to IFRS 16 | COVID-19-Related Rent Concessions beyond 30 June 2021 |
| Amendment to IFRSs | Annual Improvements to IFRSs 2018 – 2020 cycle |
The application of the amendments to IFRSs in the current interim period has had no material effect on the Group’s financial performance and position for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial information.
4. SEGMENT INFORMATION
The Group is engaged primarily in the mining business. The Group is also engaged in the smart logistics business. The Company does not currently have direct export rights in the PRC and all of its export sales is made through China National Coal Industry Import and Export Corporation (“National Coal Corporation”), Minmetals Trading Co., Ltd. (“Minmetals Trading”) or Shanxi Coal Imp. & Exp. Group Corp. (“Shanxi Coal Corporation”). The final customer destination of the Company’s export sales is determined by the Company, National Coal Corporation, Minmetals Trading or Shanxi Coal Corporation. The exploitation right of the Group’s foreign subsidiaries is not restricted. Certain of the Company’s subsidiaries and associates are engaged in manufacturing and trading of mining machinery and transportation business via rivers and lakes and provision of financial service in PRC. No separate segment information about these businesses is presented in these financial statements as the underlying gross revenue, results and assets of these businesses are not significant to the Group. Upon the acquisition of Yankuang Donghua Heavy Industry Limited (“Donghua”) in 2016, the Group is also engaged in the manufacturing of comprehensive coal mining and excavating equipment. In addition, certain of the Company’s subsidiaries are engaged in production of methanol and other chemical products, and provision of heat and electricity.
116 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
4. SEGMENT INFORMATION – CONTINUED
Gross revenue disclosed below is same as the turnover (total revenue).
For management purposes, the Group is currently organised into five operating divisions-coal mining, smart logistics, electricity and heat supply, equipment manufacturing and chemical products. 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 | ||
| Smart logistics | – | Provision of transportation services |
| Electricity and heat supply | – | Provision of electricity and related heat supply services |
| Equipment manufacturing | – | Manufacturing of comprehensive coal mining and excavating |
| equipment | ||
| Chemical products | – | Production and sales of chemical products |
Segment results represents the results of each segment without allocation of corporate expenses and directors’ emoluments, share of results of associates and joint ventures, interest income, finance costs and income tax expenses. This is the measure reported to the board, being the chief operating decision maker for the purposes of resources allocation and assessment of segment performance.
Yankuang Energy Group Company Limited Interim Report 2022 117
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
4. SEGMENT INFORMATION – CONTINUED
(a) Segment revenues and results
Segment information about these businesses is presented below:
| For the six months ended 30 June 2022 Coal mining Smart logistics Electricity and heat supply Equipment manufacturing Chemical products Unallocated Eliminations RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) |
Consolidated RMB’000 (unaudited) |
|
|---|---|---|
| SEGMENT REVENUE External Inter-segment Total 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 taxes expenses Profit for the period |
||
| 61,281,948 189,189 1,647,382 184,367 11,972,472 – – |
75,275,358 | |
| 15,437,067 – – 802,491 457,253 – (16,696,811) |
– | |
| 76,719,015 189,189 1,647,382 986,858 12,429,725 – (16,696,811) |
75,275,358 | |
| 30,213,198 32,838 69,131 17,736 1,627,169 – – |
31,960,072 | |
| – – – – – – – |
(2,715,361) | |
| – – – – – – – |
918,289 | |
| – – – – – – – |
955,732 | |
| 63,115 31,145 21,682 647 – 1,096,554 – |
1,213,143 | |
| 268,423 – – – – – – |
268,423 | |
| – – – – – – – |
(2,341,181) | |
| 30,259,117 | ||
| (7,613,640) | ||
| 22,645,477 | ||
Inter-segment revenue is charged at prices pre-determined by the relevant governmental authority.
118 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
4. SEGMENT INFORMATION – CONTINUED
(a) Segment revenues and results – CONTINUED
| For the six months ended 30 June 2021 Coal mining Smart logistics Electricity and heat supply Equipment manufacturing Chemical products Unallocated Eliminations RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) |
Consolidated RMB’000 (unaudited) |
|
|---|---|---|
| SEGMENT REVENUE External Inter-segment Total RESULTS Segment results Unallocated corporate expenses Unallocated corporate income Interest income Share of profits of associates Share of losses of joint ventures Finance costs Profit before tax Income taxes expenses Profit for the period |
30,954,186 158,875 1,303,459 161,656 10,095,328 – – 3,413,393 – 38,674 534,107 5,650,992 – (9,637,166) |
42,673,504 – |
| 34,367,579 158,875 1,342,133 695,763 15,746,320 – (9,637,166) |
42,673,504 | |
| 6,427,347 45,057 625,797 22,829 2,962,079 – – |
10,083,109 | |
| – – – – – – – – – – – – – – – – – – – – – 26,342 28,134 46,902 – – 948,656 – (92,263) – – – – – – – – – – – – – |
(1,494,002) 241,262 583,327 1,050,034 (92,263) (2,384,168) |
|
| 7,987,299 (1,386,316) |
||
| 6,600,983 |
Inter-segment revenue is charged at prices pre-determined by the relevant governmental authority.
Yankuang Energy Group Company Limited Interim Report 2022 119
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
5. FINANCE COSTS
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| Interest expenses on: – Bank and other borrowings – Lease liabilities Less: interest expenses capitalised into construction in progress |
2,398,761 2,564,648 28,921 20,623 |
| 2,427,682 2,585,271 (86,501) (201,103) |
|
| 2,341,181 2,384,168 |
6. PROFIT BEFORE TAX
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| Profit before tax has been arrived at after charging (crediting): Amortisation of intangible assets Depreciation of property, plant and equipment Depreciation of right-of-use assets Interest income Gain on disposal of a subsidiary Fair value gain on financial assets at fair value through profit or loss Gain on disposal of property, plant and equipment, net Reversal of impairment loss recognised in respect of inventories Exchange gain, net (Reversal of) provision of impairment loss on accounts and other receivables |
2,488,371 1,407,525 5,503,329 3,063,571 202,820 305,944 (955,732) (583,327) – (124,238) (28,290) (570) (18,263) (30,291) (295) (48,233) (243,849) (352,415) (41,030) 173,257 |
120 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
7. INCOME TAX EXPENSES
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| Income taxes: Current taxes Deferred taxes |
7,135,151 1,231,677 478,489 154,639 |
| 7,613,640 1,386,316 |
8. DIVIDEND
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| 2021 final dividend, RMB2.00 per share (2021: 2020 final dividend, RMB1.00 per share) |
9,897,407 4,874,184 |
Pursuant to the annual general meeting held on 18 June 2021, a final dividend of RMB1.00 per share in respect of the year ended 31 December 2020 was approved.
Pursuant to the annual general meeting held on 30 June 2022, a final dividend and special dividend of RMB1.60 and RMB0.40 per share respectively in respect of the year ended 31 December 2021 were approved.
9. EARNINGS PER SHARE
For the period ended 30 June 2021
The calculation of the basic earnings per share attributable to equity holders of the Company for the six months ended 30 June 2021 is based on the profit for the period of approximately RMB6,277,804,000 and on the weighted average of 4,866,900,000 shares in issue during the six months ended 30 June 2021.
For the purpose of computation of diluted earnings per share for the six months ended 30 June 2021, the Company had taken into consideration the dilutive effects of the share options issued by the Company. The diluted earnings per share for the six months ended 30 June 2021 approximate the basic earnings per share. The shares issuable under the share incentive scheme of a non-wholly-owned listed subsidiary had an anti-dilutive effect on the Company’s earnings per share for the six months ended 30 June 2021.
Yankuang Energy Group Company Limited Interim Report 2022 121
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
9. EARNINGS PER SHARE – CONTINUED
For the period ended 30 June 2022
The calculation of the basic earnings per share attributable to equity holders of the Company for the six months ended 30 June 2022 is based on the profit for the period of approximately RMB18,453,733,000 and on the weighted average of 4,883,575,000 shares in issue during the six months ended 30 June 2022.
The calculation of the diluted earnings per share for the period ended 30 June 2022 is based on the profit for the period attributable to equity holders of the Company with an adjustment on effect of dilutive share incentive scheme of a non-wholly owned listed subsidiary.
For the period ended 30 June 2022, the number of ordinary shares used in the calculation of diluted earnings per share is the weighted average number of ordinary shares in issue during the period as used in the basic earnings per share calculation and adjusted for the effect of potential ordinary shares from the Company’s share options.
The calculations of basic and diluted earnings per share are based on the following data:
| Earnings | RMB’000 |
|---|---|
| Profit for the period attributable to equity holders of the parent, used in the basic earnings per share calculation Adjustment to the share of profit of a subsidiary based on dilution of their earnings Earnings for the purpose of diluted earnings per share Shares |
18,453,733 (18,330) |
| 18,435,403 | |
| Number of shares (’000) |
|
| Weighted average number of ordinary shares in issue used in the basic earnings per share calculation Effect of dilutive potential ordinary shares: Share options Weighted average number of ordinary shares used in the diluted earnings per share calculation |
4,883,575 13,301 |
| 4,896,876 |
122 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
10. BANK BALANCES AND CASH/TERM DEPOSITS AND RESTRICTED CASH
At the reporting date, the restricted cash mainly represents the bank acceptance bill deposits paid for safety work as required by the State Administrative of work safety. Pledged term deposits were pledged to certain banks as security for loans and banking facilities granted to the Group.
11. BILLS AND ACCOUNTS RECEIVABLES
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Accounts receivables (at amortised cost) Less: Impairment loss Bills receivables (at FVTOCI) Less: Impairment loss Total bills and accounts receivables, net |
9,168,386 6,684,333 (479,417) (505,005) |
| 8,688,969 6,179,328 7,069,971 7,423,806 (970) (1,027) |
|
| 15,757,970 13,602,107 |
Bills receivable represents unconditional orders in writing issued by or negotiated from customers of the Group for completed sale orders which entitle the Group to collect a sum of money from banks or other parties. The bills are non-interest bearing and have an average maturity of six months.
At as 30 June 2022, the gross amount of bills and accounts receivable arising from contracts with customers amounted to approximately RMB16,238,357,000 (31 December 2021: RMB14,108,139,000).
According to the credit rating of different customers, the Group allows a range of credit periods to its trade customers not exceeding 180 days.
Yankuang Energy Group Company Limited Interim Report 2022 123
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
11. BILLS AND ACCOUNTS RECEIVABLES – CONTINUED
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:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| 0-90 days 91-180 days 181-365 days Over 1 year |
10,411,158 9,051,257 2,591,759 2,253,293 1,738,817 1,681,701 1,016,236 615,856 |
| 15,757,970 13,602,107 |
An analysis of the impairment loss on bills and accounts receivables for the period/year ended 30 June 2022 and 31 December 2021 are as follows:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| At the beginning of the period/year Amounts written off as uncollectible Provided for the period/year Impairment loss reversed At the end of the period/year |
506,032 501,078 (15,427) (8,550) 24,006 17,620 (34,224) (4,116) |
| 480,387 506,032 |
The Group measures the loss allowance for bills and accounts receivables at an amount equal to lifetime ECL. As part of the Group’s credit risk management, the Group uses debtors’ ageing to assess the impairment on a collective basis for part of its customers which consist of large number of small customers with common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.
124 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
12. PREPAYMENTS AND OTHER RECEIVABLES
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Advance to suppliers Less: Impairment loss on advance to suppliers Prepaid relocation costs of inhabitants Other taxes Loan receivables Interest receivable Others Less: Impairment loss on other receivables |
6,100,321 4,920,798 (30,397) (30,397) |
| 6,069,924 4,890,401 4,421,444 3,499,399 584,265 1,130,985 6,643,495 7,788,118 56,129 43,265 6,039,897 5,735,645 (2,788,331) (2,826,470) |
|
| 21,026,823 20,261,343 |
(i) An analysis of the impairment loss on advances to suppliers for the period/year ended 30 June 2022 and 31 December 2021 are as follows:
| At 30 June 2022 RMB’000 (unaudited) |
At 31 December 2021 RMB’000 (audited) |
|
|---|---|---|
| At the beginning of the period/year Provided for the period/year At the end of the period/year |
30,397 | – 30,397 |
| – | ||
| 30,397 | 30,397 | |
Advances will be written off, if aged over 4 years and considered irrecoverable by the management after considering the credit quality of the individual counterparty and the nature of the amount overdue.
Yankuang Energy Group Company Limited Interim Report 2022 125
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
12. PREPAYMENTS AND OTHER RECEIVABLES – CONTINUED
- (ii) An analysis of the impairment loss on other receivables for the period/year ended 30 June 2022 and 31 December 2021 are as follows:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| At the beginning of the period/year Provided for the period/year Impairment loss reversed Impairment written off as uncollectible At the end of the period/year |
2,826,470 2,336,746 – 555,020 (30,812) (51,688) (7,327) (13,608) |
| 2,788,331 2,826,470 |
13. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2022, the Group acquired items of property, plant and equipment with a cost of approximately RMB1,507,392,000 (year ended 31 December 2021: approximately RMB4,494,377,000). Items of property, plant and equipment with a net book value of approximately RMB54,475,000 were disposed of during the six months ended 30 June 2022 (year ended 31 December 2021: approximately RMB884,395,000), resulting in gain on disposals of approximately RMB18,263,000 (year ended 31 December 2021: gain on disposals of approximately RMB57,596,000). Items of property, plant and equipment with a net book value of approximately nil and RMB740,424,000 were transferred from right-of-use and construction in progress during the six months ended 30 June 2022 (year ended 31 December 2021: RMB901,986,000 and RMB14,414,227,000).
14. LEASES
(i) Right-of-use assets
As at 30 June 2022, the carrying amounts of right-of-use assets were approximately RMB2,331,000, RMB3,465,993,000 and RMB91,999,000 (31 December 2021: approximately RMB3,932,000, RMB3,686,271,000 and RMB243,613,000) in respect of the properties leased under operating leases, land use right and plant and equipment under finance leases.
During the six months ended 30 June 2022, the Group entered into a number of lease agreements for the properties leased under operating leases, land use right and plant and equipment under finance leases and on lease commencement, the Group recognised right-of-use assets of approximately RMB37,005,000.
126 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
14. LEASES – CONTINUED
(ii) Lease liabilities
As at 30 June 2022, the carrying amount of lease liabilities was approximately RMB472,144,000 (31 December 2021: RMB1,100,028,000). During the six months ended 30 June 2022, the Group entered into a number of new lease agreements and recognised lease liabilities of approximately RMB37,005,000.
(iii) Amounts recognised in profit or loss
| Six months ended 30 June 2022 Six months ended 30 June 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Depreciation expense on right-of-use assets Interest expense on lease liabilities |
202,820 305,944 28,921 20,623 |
(iii) Total cash outflow for lease
During the six months ended 30 June 2022, the total cash outflow for leases amount to approximately RMB419,020,000 (2021: approximately RMB494,711,000).
15. BILLS AND ACCOUNTS PAYABLES
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Accounts payables Bills payables |
11,970,317 12,305,428 10,902,912 10,690,495 |
| 22,873,229 22,995,923 |
Yankuang Energy Group Company Limited Interim Report 2022 127
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
15. BILLS AND ACCOUNTS PAYABLES – CONTINUED
The following is an aged analysis of bills and accounts payables based on the invoice dates at the reporting date:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| 0 – 90 days 91 – 180 days 181 – 365 days Over 1 year |
12,772,277 13,690,406 2,961,687 3,174,587 2,776,582 2,976,175 4,362,683 3,154,755 |
| 22,873,229 22,995,923 |
The average credit periods for bills and accounts payables are 90 days. The Group has financial risk management policies in place to ensure that all payables are within the credit timeframe.
16. PROVISION FOR LAND SUBSIDENCE, RESTORATION, REHABILITATION AND ENVIRONMENTAL COSTS
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| At the beginning of the period/year Exchange re-alignment Additional provision in the period/year Utilisation of provision At the end of the period/year Presented as: Current portion Non-current portion |
4,659,123 3,423,249 (6,707) (271,506) 957,858 1,647,343 (49,534) (139,963) |
| 5,560,740 4,659,123 |
|
| 1,017,277 966,925 4,543,463 3,692,198 |
|
| 5,560,740 4,659,123 |
Provision for land subsidence, restoration, rehabilitation and environmental costs has been determined by the directors of the Company based on their best estimates. However, in so far as the effect on the land and the environment from current mining activities becomes apparent in future periods, the estimate of the associated costs may be subject to change in the near term.
128 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
17. BORROWINGS
| At 30 June 2022 RMB’000 (unaudited) |
At 31 December 2021 RMB’000 (audited) |
||
|---|---|---|---|
| Current liabilities Borrowings – Unsecured borrowings (i) – Secured borrowings (ii) Guaranteed notes (iii) Non-current liabilities Borrowings – Unsecured borrowings (i) – Secured borrowing (ii) Guaranteed notes (iii) Corporate bonds (iv) Other unsecured borrowings (v) Other secured borrowings (vi) Total borrowings (i) Unsecured borrowings are repayable as follows: Within one year More than one year, but not exceeding two years More than two years, but not more than five years More than five years |
12,027,818 5,520,592 7,656,980 |
||
| 15,511,155 | |||
| 4,455,602 | |||
| – | |||
| 19,966,757 | 25,205,390 | ||
| 25,303,593 22,712,798 14,138,800 9,968,200 3,646,508 2,424,808 |
|||
| 25,563,753 | |||
| 24,503,501 | |||
| 14,369,917 | |||
| 9,972,700 | |||
| 4,000,353 | |||
| 2,278,512 | |||
| 80,688,736 | 78,194,707 | ||
| 100,655,493 | 103,400,097 | ||
| At 30 June 2022 RMB’000 (unaudited) |
At 31 December 2021 RMB’000 (audited) |
||
| Within one year More than one year, but not exceeding two years More than two years, but not more than five years More than five years |
15,511,155 | 12,027,818 6,188,377 17,415,216 1,700,000 |
|
| 6,013,000 | |||
| 17,363,253 | |||
| 2,187,500 | |||
| 41,074,908 | 37,331,411 | ||
Yankuang Energy Group Company Limited Interim Report 2022 129
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
17. BORROWINGS – CONTINUED
(ii) Secured borrowings are repayable as follows:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Within one year More than one year, but not exceeding two years More than two years, but not more than five years More than five years |
4,455,602 5,520,592 4,519,580 4,197,253 16,473,776 16,120,408 3,510,145 2,395,137 |
| 28,959,103 28,233,390 |
(iii) Guaranteed notes are detailed as follows:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Guaranteed notes denominated in RMB repayable within one year Guaranteed notes denominated in USD repayable within one years Guaranteed notes denominated in RMB repayable within one to two years Guaranteed notes denominated in USD repayable within one to two years Guaranteed notes denominated in RMB repayable within two to five years Guaranteed notes denominated in USD repayable within two to five years Guaranteed notes denominated in RMB repayable after five years |
– 6,994,200 3,345,782 662,780 7,040,150 – 1,987,985 3,174,896 – 9,064,031 – 1,899,873 1,996,000 – |
| 14,369,917 21,795,780 |
(iv) Corporate bonds are detailed as follows:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Bonds denominated in RMB repayable within one to two years Bonds denominated in RMB repayable within two to five years Bonds denominated in RMB repayable after five years |
3,799,025 – 4,189,175 2,993,600 1,984,500 6,974,600 |
| 9,972,700 9,968,200 |
130 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
17. BORROWINGS – CONTINUED
- (v) Other unsecured borrowing is detailed as follows:
As at 30 June 2022, the unsecured borrowing of Yancoal Australia was amounting to RMB4,000,353,000 (approximately USD596,053,432) (31 December 2021: RMB3,646,508,000 (approximately USD571,938,000)) which carried interest at 4.65% per annum.
- (vi) Other secured borrowing is detailed as follows:
As at 30 June 2022, the unsecured borrowings of the Group were amounting to RMB2,278,512,000 (31 December 2021: RMB2,424,808,000) which carried interest at 4.65% per annum.
18. SHAREHOLDERS’ EQUITY
Share capital
The Company’s share capital structure at the reporting date is as follows:
| Domestic invested shares A shares Foreign invested shares H shares Total |
|
|---|---|
| Number of shares At 1 January 2021 (audited) Issue of shares upon exercise of share options (note i) At 31 December 2021 (audited) Issue of shares upon exercise of share options (note i) At 30 June 2022 (unaudited) |
2,960,000,000 1,900,000,000 4,860,000,000 14,184,060 – 14,184,060 |
| 2,974,184,060 1,900,000,000 4,874,184,060 74,519,580 – 74,519,580 |
|
| 3,048,703,640 1,900,000,000 4,948,703,640 |
|
| Domestic invested shares A shares Foreign invested shares H shares Total RMB’000 RMB’000 RMB’000 |
|
| Registered, issued and fully paid At 1 January 2021 (audited) Issue of shares upon exercise of share options (note i) At 31 December 2021 (audited) Issue of shares upon exercise of share options (note i) At 30 June 2022 (unaudited) |
2,960,000 1,900,000 4,860,000 14,184 – 14,184 |
| 2,974,184 1,900,000 4,874,184 74,520 – 74,520 |
|
| 3,048,704 1,900,000 4,948,704 |
Yankuang Energy Group Company Limited Interim Report 2022 131
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
18. SHAREHOLDERS’ EQUITY – CONTINUED
Share capital – Continued
Each share has a par value of RMB1.
Note:
- (i) During the six months ended 30 June 2022, 12,779,580 (year ended 31 December 2021: 14,184,060) ordinary shares of RMB1 each were issued upon the exercise of share options. In addition, 61,740,000 (year ended 31 December 2021: nil) ordinary shares were issued under the Company’s restricted share incentive scheme. The total considerations were approximately RMB806,917,000 (year ended 31 December 2021: RMB128,461,060) and resulted in the net increase in share capital and share premium of approximately RMB74,520,000 and RMB732,397,000 respectively (2021: RMB14,184,000 and RMB114,277,000 respectively). The share option reserve has been decreased by approximately RMB23,625,000 (year ended 31 December 2021: RMB31,347,000) and was transferred to share premium.
Reserves
Future Development Fund
Pursuant to regulation in the PRC, the Company, Shanxi Tianchi and Heze are required to transfer an annual amount to a future development fund at RMB6 per tonne of raw coal mined (Xintai, Ordos, Shaanxi Future Energy and Inner Mongolia Mining: RMB10.5 per tonne of raw coal mined). The fund can only be used for the future development of the coal mining business and is not available for distribution to shareholders.
From 2008 onwards, Shanxi Tianchi is required to transfer an additional amount at RMB5 per tonne of raw coal mined as coal mine transformation fund. Pursuant to the Shanxi Provincial Government’s decision, coal mine transformation fund was suspended since 1 August 2013.
Pursuant to the regulations of the Shandong Province Finance Bureau, State-owned Assets Supervision and Administration Commission of Shandong Province and the Shandong Province Coal Mining Industrial Bureau, the Company is required to transfer an additional amount at RMB5 per tonne of raw coal mined from 1 July 2004 to the reform specific development fund for the future improvement of the mining facilities and is not distributable to shareholders. No further transfer to the reform specific development fund is required from 1 January 2008.
In accordance with the regulations of the State Administration of Work Safety, the Company has a commitment to incur RMB15 per tonne of raw coal mined from 1 February 2012 onwards (Shanxi Tianch RMB30 per tonne of raw coal mined from 1 October 2013 onwards, Xintai and Ordos RMB15 per tonne of raw coal mined from 1 February 2012 onwards, Shaanxi Future Energy and Inner Mongolia Mining RMB15 per tonne of raw coal mined) for each tonne of raw coal mined which will be used for enhancement of safety production environment and improvement of facilities (“Work Safety Cost”). In prior years, the work safety expenditures are recognised only when acquiring the assets or incurring other work safety expenditures. The Company, Heze, Shanxi Tianchi, Xintai and Ordos make appropriation to the future development fund in respect of unutilised Work Safety Cost from 2008 onwards.
In accordance with the regulations of the State Administration of Work Safety, the Company’s subsidiaries, Hua Ju Energy, Shanxi Tianhao and Yulin, have a commitment to incur Work Safety Cost at the rate of: 4% of the actual sales income for the year below RMB10 million; 2% of the actual sales income for the year between RMB10 million and RMB100 million (included); 0.5% of the actual sales income for the year between RMB100 million and RMB1 billion (included); 0.2% of the actual sales income for the year above RMB1 billion.
132 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
18. SHAREHOLDERS’ EQUITY – CONTINUED
Reserves– Continued
Statutory Common Reserve Fund
The Company and its subsidiaries in the PRC have to set aside 10% of its profit for the statutory common reserve fund (except where the fund has reached 50% of its registered capital). The statutory common reserve fund can be used for the following purposes:
- to make good losses of the previous years; or
– to convert into capital, provided such conversion is approved by a resolution at a shareholders’ general meeting and the balance of the statutory common reserve fund does not fall below 25% of the registered capital.
Retained earnings
In accordance with the Company’s Articles of Association, the profit for the purpose of appropriation will be deemed to be the lesser of the amounts determined in accordance with (i) PRC accounting standards and regulations and (ii) IFRS or the accounting standards of the places in which its shares are listed.
As at 30 June 2022, the distributable reserve of the Company is approximately RMB36,715,570,000 (31 December 2021: approximately RMB37,388,828,000).
19. PERPETUAL CAPITAL SECURITIES
| Perpetual capital securities issued by the Company RMB’000 (note i to vi) |
|
|---|---|
| At 1 January 2021 (audited) Issuance of perpetual capital security Dividend to holders of perpetual capital security Distribution paid to holders of perpetual capital security Redemption of perpetual capital security (i) At 31 December 2021 and 1 January 2022 (audited) Issuance of perpetual capital security Profit attributable to holders of perpetual capital security Distribution paid to holders of perpetual capital security At 30 June 2022 (unaudited) |
5,217,667 7,984,270 178,664 (262,501) (5,000,000) 8,118,100 4,990,400 176,927 (213,029) 13,072,398 |
Yankuang Energy Group Company Limited Interim Report 2022 133
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
19. PERPETUAL CAPITAL SECURITIES – CONTINUED
-
(i) The Company issued 6% perpetual capital securities with par value of RMB5,000,000,000 on 26 March 2018. Coupon payments of 6% per annum on the perpetual capital securities are paid once a year. The perpetual capital securities has no fixed maturity and are redeemable at the discretion of the Group at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other contractual obligation of financial instrument, it is categorised as equity. During the year ended 31 December 2021, the Group has redeemed these perpetual securities at their principal amount.
-
(ii) The Company issued 3.99% and 4.40% perpetual capital securities with par value RMB1,700,000,000 and RMB3,300,000,000 respectively, on 22 June 2021. Coupon payments of 3.99% and 4.40% per annum on the perpetual capital securities are paid once a year. These perpetual capital securities have no fixed maturity and are redeemable at the discretion of the Group at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other contractual obligation of financial instrument, it is categorised as equity.
-
(iii) The Company issued 3.54% perpetual capital securities with par value RMB1,000,000,000 on 20 August 2021. Coupon payments of 3.54% per annum on the perpetual capital securities are paid once a year. These perpetual capital securities have no fixed maturity and are redeemable at the discretion of the Group at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other contractual obligation of financial instrument, it is categorised as equity.
-
(iv) The Company issued 3.67% perpetual capital securities with par value RMB2,000,000,000 on 26 November 2021. Coupon payments of 3.67% per annum, which will be reset every 3 years, on the perpetual capital securities are paid in arrears. These perpetual capital securities have no fixed maturity and are redeemable at the discretion of the Group at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other contractual obligation of financial instrument, it is categorised as equity.
-
(v) The Company issued 3.28% and 3.71% 2022 perpetual capital securities with par value RMB2,500,000,000 and RMB500,000,000 respectively, on 19 May 2022. Coupon payments of 3.28% and 3,71% per annum on the perpetual capital securities are paid once a year. These perpetual capital securities have no fixed maturity and are redeemable at the discretion of the Group at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other contractual obligation of financial instrument, it is categorised as equity.
134 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
19. PERPETUAL CAPITAL SECURITIES – CONTINUED
(vi) The Company issued 3.30% perpetual capital securities with par value RMB2,000,000,000 on 8 June 2022. Coupon payments of 3.30% per annum on the perpetual capital securities are paid once a year. These perpetual capital securities have no fixed maturity and are redeemable at the discretion of the Group at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. In addition, while any coupon payments are unpaid or deferred, the Company undertakes not to declare, pay any dividends nor to make any distributions or similar periodic payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. Since the perpetual capital security does not include any payment of cash or other contractual obligation of financial instrument, it is categorised as equity.
20. FAIR VALUES
The fair value of investment in securities is determined with reference to quoted market price and where market prices are not available, fair values are estimated using appropriate valuation technique. The fair values of the forward foreign exchange contracts are estimated based on the discounted cash flows between the contract forward rate and spot forward rate. The fair values of interest rate swap contracts are estimated based on the discounted cash flows between the contract floating rate and contract fixed rate. The fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis. Fair values of investments in securities are determined with reference to the available market values. If quoted market prices are not available, then fair values are estimated on the basis of policy models or discounted cash flows
The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the condensed consolidated financial information approximate their fair values.
Fair values of financial assets and financial liabilities are determined as follows:
The following table presents the carrying value of financial instruments measured at fair value across the three levels of the fair value hierarchy. The levels of fair value are defined as follows:
-
Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets and liabilities;
-
Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
Level 3: fair value measurements are those derived from valuation techniques that include inputs for the assets or liability that are not based on observable market data (unobservable inputs).
Yankuang Energy Group Company Limited Interim Report 2022 135
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
20. FAIR VALUES – CONTINUED
| Level 1 RMB’000 (unaudited) |
Level 1 RMB’000 (unaudited) |
Level 2 RMB’000 (unaudited) |
Level 3 RMB’000 (unaudited) |
At 30 June 2022 Total RMB’000 (unaudited) |
|---|---|---|---|---|
| Assets Fiancial assets at FVTPL – Unlisted equity investments – – Royalty receivables – – Unlisted debt investments 1,429 Financial assets at FVTOCI – Bill receivables – – Investments in securities listed on the SSE 381 – Unlisted equity securities – 1,810 Liabilities Financial liabilities at FVTPL – Derivative financial instruments – Level 1 RMB’000 (audited) |
||||
| – | 522,478 | 522,478 | ||
| – | 1,162,855 | 1,162,855 | ||
| – | – | 1,429 | ||
| – | 7,069,971 | 7,069,971 | ||
| – | – | 381 | ||
| – | – | 126,434 | 126,434 | |
| 1,810 | – | 8,881,738 | 8,883,548 | |
| – | 59,132 | – | 59,132 | |
| Level 1 RMB’000 (audited) |
Level 2 RMB’000 (audited) |
Level 3 RMB’000 (audited) |
At 31 December 2021 Total RMB’000 (audited) 494,188 1,019,884 150,481 7,423,806 349 99,646 9,188,354 59,132 |
|
| Assets Fiancial assets at FVTPL – Unlisted equity investments – – Royalty receivables – – Unlisted debt investments 150,481 Financial assets at FVTOCI – Bill receivables – – Investments in securities listed on the SSE 349 – Unlisted equity securities – 150,830 Liabilities Financial liabilities at FVTPL – Derivative financial instruments – |
– – – – – – |
494,188 1,019,884 – 7,423,806 – 99,646 |
||
| 150,830 | – | 9,037,524 | ||
| – | 59,132 | – |
136
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
20. FAIR VALUES – CONTINUED
During the six months ended 30 June 2022 and the year ended 31 December 2021 there are no changes in categories between level 1 and level 2 and no movement from or into level 3.
The fair value of the royalty receivables is determined using the discounted future cash flows that are dependent on the following unobservable inputs: forecast sales volumes, coal prices and fluctuations in foreign exchange rates. The forecast sales volumes are based on the internally maintained budgets, five year business plan and life of mine models. The forecast coal prices and long term exchange rates are based on external data consistent with the data used for impairment assessments. The risk-adjusted post-tax discount rate used to determine the future cash flows is 11% (2021: 11%). The estimated fair value would increase if the sales volumes and coal prices were higher and if the AUD weakens against the US$. The estimated fair value would also increase if the risk adjusted discount rate was lower.
21. RELATED PARTY BALANCES AND TRANSACTIONS
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed. Related parties transactions, that are also continuing connected transactions under Main Board Listing Rules Chapter 14A, continuing connected transactions are disclosed below:
Balances and transactions with related parties
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Nature of balances (other than those already disclosed) Bills and accounts receivables – Parent Company and its subsidiaries – Joint ventures – Associates Prepayments and other receivables – Parent Company and its subsidiaries – Joint ventures – Associates Long-term receivables (note i) – Parent Company and its subsidiaries – Joint ventures Bills and accounts payables – Parent Company and its subsidiaries – Joint ventures – Associates Other payables and accrued expenses – Parent Company and its subsidiaries – Associates Other unsecured borrowings – Parent Company |
957,718 681,443 70,783 214,412 36,628 479 7,016,308 6,323,435 – 715 22,562 22,279 2,093,704 2,094,039 54,010 688,253 1,791,209 2,693,959 8,993 18,753 37,982 29,822 13,233,309 26,299,541 122,704 121,424 4,000,353 3,646,508 |
Yankuang Energy Group Company Limited Interim Report 2022 137
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
21. RELATED PARTY BALANCES AND TRANSACTIONS – CONTINUED
Balances and transactions with related parties – Continued
Save for those stated in note i below, the amounts due from/to the Parent Company, joint ventures and its subsidiaries are non-interest bearing, unsecured and repayable on demand.
Note:
i. Long–term receivables from associates are unsecured and interest bearing at Bank Bill Swap Rate (“BBSY”) +7.06% with a maturity date of 1 April 2025. The remaining are non-interest bearing, unsecured and with no fixed repayment terms.
During the periods, the Group had the following significant transactions with the Parent Company and/or its subsidiary companies, associates, joint ventures and non-controlling interest:
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| Income Sales of coal Sales of bulk commodities Sales of auxiliary materials Sales of heat and electricity Sales of methanol Equipment leasing Professional services Provision of repair and maintenance services Provision of road transportation services Provision of technology services Expenditure Cost of methanol Utilities and facilities Purchases of supply materials and equipment Repair and maintenance services Social welfare and support services Construction services Medical ambulance services ERP operation and maintenance services Coal train convoy services Financial services Insurance fund management and payment services Purchases of bulk commodities |
1,891,630 1,263,866 105,346 – 277,022 202,968 10,732 7,667 25,931 – 18,845 – 214 – 6,817 – 4,314 – 2,198 – 264,859 – 15,576 – 991,482 585,951 9,939 5,810 476,747 442,857 76,456 101,752 10,703 – 11,792 – 28,435 28,887 617 – 362,988 – 93,514 – |
138 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
21. RELATED PARTY BALANCES AND TRANSACTIONS – CONTINUED
Balances and transactions with related parties – Continued
As at 30 June 2022, the Parent Company and its subsidiaries (excluding the Group) had deposited approximately RMB12,197,385,000 (31 December 2021: approximately RMB24,890,403,000) to Yankuang Group Finance Co., Limited (“Yankuang Finance”). During the period, interest income from and interest expense to the Parent Company and its subsidiaries (excluding the Group) by Yankuang Finance, amounted to approximately RMB140,524,000 and RMB98,124,000 respectively (For the year ended 31 December 2021: approximately RMB258,402,000 and RMB245,363,000 respectively).
In addition to the above, the Company participates in a retirement benefit scheme of the Parent Company in respect of retirement benefits.
Balances and transactions with other state-controlled entities in the PRC
The Group operates in an economic environment currently predominated by entities directly or indirectly owned or controlled by the PRC government (“state-controlled entities”). In addition, the Group itself is part of a large group of companies under the Parent Company which is controlled by the PRC government. Apart from the transactions with the Parent Company and its subsidiaries disclosed above, the Group also conducts business with other statecontrolled entities. The directors consider those state-controlled entities are independent third parties so far as the Group’s business transactions with them are concerned.
Material transactions with other state-controlled entities are as follows:
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| Trade sales Trade purchases |
1,966,351 5,262,326 689,200 623,813 |
Material transactions with other state-controlled entities are as follows:
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Amounts due to other state-controlled entities Amounts due from other state-controlled entities |
401,923 1,014,219 147,925 42,071 |
Amounts due to and from state-controlled entities are trade nature of which terms are not different from other customers and suppliers.
In addition, the Group has entered into various transactions, including deposits placements, borrowings and other general banking facilities, with certain banks and financial institutions which are state-controlled entities in its ordinary course of business. In view of the nature of those banking transactions, the directors of the Company are of the opinion that separate disclosure would not be meaningful.
Yankuang Energy Group Company Limited Interim Report 2022 139
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
21. RELATED PARTY BALANCES AND TRANSACTIONS – CONTINUED
Balances and transactions with other state-controlled entities in the PRC – CONTINUED
Except as disclosed above, the directors are of the opinion that transactions with other state-controlled entities are not significant to the Group’s operations and no other transaction, arrangement or contract of significance to which the Company was a party and in which a director of the Company or a connected entity of the director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the period or at any time during the year.
Balances and transactions with a joint venture
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Loan to a joint venture | 81,928 688,253 |
The amount due from a joint venture is unsecured and interest is calculated at commercial rate.
Compensation of key management personnel
The remuneration of directors and other members of key management were as follows:
| Six months ended 30 June 2022 2021 RMB’000 RMB’000 (unaudited) (unaudited) |
|
|---|---|
| Directors’ fee Salaries, allowance and other benefits in kind Retirement benefit scheme contributions |
300 1,439 6,188 3,148 758 476 |
| 7,246 5,063 |
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
140 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
22. COMMITMENTS
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| Capital expenditure contracted for but not provided in the condensed consolidated financial information Acquisition of property, plant and equipment – the Group – share of joint operations – others Intangible assets – share of joint operations – others Exploration and evaluation – share of joint operations |
5,435,724 3,289,815 1,270,939 842,893 25,971 26,171 8,867 19,741 – 2,340 2,375 4,219 |
| 6,743,876 4,185,179 |
141
Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
23. CONTINGENT LIABILITIES
Guarantees
| At 30 June At 31 December 2022 2021 RMB’000 RMB’000 (unaudited) (audited) |
|
|---|---|
| (a) The Group – Performance guarantees provided to daily operations – Guarantees provided in respect of the cost of restoration of certain mining leases, given to government departments as required by statute (b) Joint operations – Performance guarantees provided to external parties – Guarantees provided in respect of the cost of restoration of certain mining leases, given to government departments as required by statute (c) Related parties – Performance guarantees provided to external parties – Guarantees provided in respect of the cost of restoration of certain mining leases, given to government departments as required by statute |
635,817 614,988 508,009 496,614 728,714 699,590 1,849,464 1,815,432 372,874 397,385 18,789 18,819 |
| 4,113,667 4,042,828 |
142 Yankuang Energy Group Company Limited Interim Report 2022
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SUPPLEMENTAL INFORMATION
- I. SUMMARY OF DIFFERENCES BETWEEN CONDENSED CONSOLIDATED FINANCIAL INFORMATION PREPARED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) AND THOSE UNDER THE PRC ACCOUNTING RULES AND REGULATIONS (“PRC GAAP”)
The Group has also prepared a set of condensed consolidated financial information in accordance with relevant accounting principles and regulations applicable to PRC enterprises.
The condensed consolidated financial information prepared under IFRS and those prepared under PRC GAAP have the following major differences:
(1) Future development fund and work safety cost
-
(1a) Appropriation of future development fund is charged to profit before taxes under PRC GAAP. Depreciation is not provided for plant and equipment acquired by utilising the future development fund under PRC GAAP but charged to expenses when acquired.
-
(1b) Appropriation of the work safety cost is charged to profit before taxes under PRC GAAP. Depreciation is not provided for plant and equipment acquired by utilising the provision of work safety cost under PRC GAAP but charged to expenses when acquired.
-
(2) Consolidation using acquisition method under IFRS and using common control method under PRC GAAP
Under IFRS, the acquisitions of Jining II, Railway Assets, Heze, Shanxi Group, Hua Ju Energy, Beisu and Yangcun, Donghua, Yankuang Finance, 厚朴項目, 東方盛隆 and 上海東江 have been accounted for using the acquisition method which accounts for their assets and liabilities at their fair value at the date of acquisition. Any excess of the purchase consideration over the fair value of the net assets acquired is capitalised as goodwill, while excess of fair value of the net assets acquired over the purchase consideration is recognised in profit or loss.
Under PRC GAAP, as the entities above are under the common control of the Parent Company, their assets and liabilities of are required to be included in the consolidated financial statements of the Group at historical cost. The difference between the historical cost of their assets and liabilities acquired and the purchase price paid is recorded as an adjustment to shareholders’ equity.
(3) Reversal of impairment loss on intangible assets in Yancoal Australia
Under IFRS, the reversal of impairment loss on mining reserves was recognised as income in profit or loss.
Under PRC GAAP, no reversal of impairment loss on mining reserves was recognised.
Yankuang Energy Group Company Limited Interim Report 2022 143
CHAPTER 9 CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
-
I. SUMMARY OF DIFFERENCES BETWEEN CONDENSED CONSOLIDATED FINANCIAL INFORMATION PREPARED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) AND THOSE UNDER THE PRC ACCOUNTING RULES AND REGULATIONS (“PRC GAAP”) (Continued)
-
(4) Classification of perpetual capital security due to differences between the financial statements prepared under IFRS and PRC GAAP
Under IFRS, the perpetual capital security issued by the Company was classified as equity instrument and separated from net assets attributable to equity holders of the Company.
Under PRC GAAP, the perpetual capital security issued by the Company was classified as owners’ equity.
- (5) Deferred taxation due to differences between the financial statements prepared under IFRS and PRC GAAP
The following table summarises the differences between condensed consolidated financial information prepared under IFRS and those under PRC GAAP:
| The following table summarises the differences between condensed under IFRS and those under PRC GAAP: |
consolidated financial information prepared |
|---|---|
| Net income attributable to equity holders of the Company For the six months ended 30 June Net assets attributable to equity holders of the Company As at 30 June 2022 2022 RMB’000 RMB’000 (unaudited) (unaudited) |
|
| As per condensed consolidated financial information prepared under IFRS Impact of IFRS adjustments in respect of: – future development fund charged to income before income taxes – reversal of provision of work safety cost – fair value adjustment and amortization – acquisition of Jining II, Railway Assets, Heze, Shanxi Group, Hua Ju Energy, Beisu and Yangcun – acquisition of Donghua – acquisition of Yankuang Finance – deferred tax – perpetual capital security – Reversal of impairment losses from Yancoal Australia – acquisition of厚朴項目 – acquisition of東方盛隆and上海東江 – others As per condensed consolidated financial information prepared under PRC GAAP |
18,453,733 77,495,823 |
| (728,504) - |
|
| 1,727 (33,339) |
|
| 5,000 (205,052) |
|
- (899,403) |
|
| 1,021 (415,568) |
|
| - (16,966) |
|
| 138,549 517,259 |
|
| - 13,072,398 |
|
| 5,099 (84,341) |
|
| 160,446 (7,697,539) |
|
| - (90,426) |
|
| - 647,648 |
|
| 18,037,071 82,290,494 |
|
144 Yankuang Energy Group Company Limited Interim Report 2022